Waivers to Credit Agreement. 1. Holdings and the Borrower have informed the Banks that as a result of management’s internal review of its records and determination that certain Credit Parties had not fulfilled certain obligations under bottle and resin supply agreements with Xxxx Foods Company, formerly known as Suiza Foods Company (“Xxxx Foods”) and certain affiliates of Xxxx Foods, (i) Consolidated Container Company LP, Holdings and the Borrower have entered into a Settlement Agreement, dated August 22, 2006, as amended August 25, 2006 (the “Settlement Agreement”) with Xxxx Foods under which such Credit Parties will pay $10,000,000 to Xxxx Foods in installments through 2008, (ii) Holdings’ previously issued financial statements for the years ended December 31, 2005, 2004 and 2003 (and the fiscal quarters comprising such fiscal years) and for the fiscal quarter ended March 31, 2006 (such financial statements, collectively, the “Original Financial Statements”) should no longer be relied upon and should be restated (the “Restatement”) as promptly as practicable (such restated financial statements, the “Restated Financial Statements”), which Restated Financial Statements have now been delivered to the Banks (together with a revised compliance certificate as described in Section 8.01(e) of the Credit Agreement in respect of each Test Period ending during such period), (iii) Holdings and the Borrower failed to deliver the financial statements for the quarter ended June 30, 2006 within the time period required by Section 8.01(b) of the Credit Agreement, but financial statements for such quarter otherwise satisfying the requirements of Section 8.01(b) have now been delivered to the Banks, (iv) Holdings and the Borrower failed to deliver the financial statements for the month ended July 31, 2006 within the time period required by Section 8.01(a) of the Credit Agreement, but financial statements for such month otherwise satisfying the requirements of Section 8.01(a) have now been delivered to the Banks, (v) the Original Financial Statements delivered pursuant to Section 7.05 of the Credit Agreement did not comply with the terms of such Section and (vi) Holdings and the Borrower maintained books and records in a manner which did not comply with the terms of Section 8.02 of the Credit Agreement (the matters referred to in this Section II(1), collectively, the “Disclosed Matters”).
2. To the extent representations and warranties contained in Sections 7.05 and 7.07 of the Credit Agreement constit...
Waivers to Credit Agreement. Subject to the satisfaction of the conditions precedent set forth in Section 3 hereof, any Default or Event of Default arising from the transactions contemplated by the Merger Agreement is hereby waived from the date hereof to and including June 30, 1997.
Waivers to Credit Agreement. 2.1 The Lenders hereby waive Section 7.01 of the Credit Agreement as it applies to the ING Security Agreement.
2.2 The Lenders hereby waive the requirements of Section 7.20 of the Credit Agreement as it applies to the ING Note Purchase Agreement, the ING Convertible Senior Subordinated Note and the ING Security Agreement and any other document executed in connection therewith or transactions contemplated thereby.
2.3 The Lenders hereby waive the requirement, contained in Section 2.09 of the Credit Agreement, that the $10,000,000 to be received by the Borrowers on the date hereof in connection with the ING Note Purchase Agreement be applied to the Term Loan. The Borrowers and the Lenders agree that 100% of such proceeds shall be applied to prepay the Revolving Credit Loan, provided, however, that this waiver shall only be -------- ------- applicable to funds received by the Borrowers on the date hereof and in an amount not to exceed $10,000,000.
2.4 The Lenders hereby waive Section 7.06 of the Credit Agreement as it relates to the formation of SMC.
2.5 Except for the specific waivers set forth in Sections 2.1, 2.2, 2.3 and 2.4 above, nothing herein shall be deemed to be a waiver of any covenant or agreement contained in the Credit Agreement, and the Borrowers and Guarantors hereby agree that all of the covenants and agreements contained in the Credit Agreement are hereby ratified and confirmed in all respects.
Waivers to Credit Agreement. Subject to the terms and conditions set forth herein, the Lenders signatory hereto hereby waive any Default or Event of Default arising from the Borrower’s failure to deliver the documents required by Section 6.14 of the Credit Agreement with respect to Florida Automotive Services West L.L.C., a Delaware limited liability company formed on December 4, 2008, within the time frames set forth therein so long as such entity is dissolved on or prior to the date hereof. The waivers set forth in this Section 2 are limited to the extent specifically set forth above and no other terms, covenants or provisions of the Credit Agreement or any other Loan Document are intended to be effected hereby.
Waivers to Credit Agreement. Effective on (and subject to the occurrence of) the Fifth Amendment Effective Date, the limited waivers set forth below shall be granted with respect to the applicable provision of the Existing Credit Agreement; except as so expressly waived, the Existing Credit Agreement shall continue in full force and effect.
Waivers to Credit Agreement. Section 2.1 The Banks hereby waive compliance with Section 11.01(a) (Minimum Earnings Before Interest, Taxes, Depreciation and Amortization) solely with respect to the Fiscal Year ended December 31, 2000.
Section 2.2 The Banks hereby waive compliance with Section 11.01(c) (Fixed Charge Coverage Ratio) solely with respect to the Fiscal Year ended December 31, 2000.
Section 2.3 The Banks hereby waive compliance with Section 11.01(d) (Cash Flow Leverage Ratio) solely with respect to the Fiscal Year ended December 31, 2000.
Section 2.4 The waivers set forth above are further conditioned upon receipt by the Banks of the audited consolidated and consolidating statements of the Co-Borrowers for the Fiscal Year ended December 31, 2000, which statements shall indicate that the net loss of the Co-Borrowers and the Guarantors, on a consolidated basis, is not greater than $3,500,000, in the aggregate.
Section 2.5 The waivers set forth are limited specifically to the matters set forth above and for the specific instances and purposes given and do not constitute directly or by implication a waiver or amendment of any other provision of the Credit Agreement or a waiver of any Default or Event of Default (except as contemplated by this Section 2) under the Credit Agreement.
Waivers to Credit Agreement. Subject to the terms and conditions set forth herein, the Administrative Agent and the Lenders hereby:
(a) waive any Default or Event of Default arising from the failure to comply with “the making of Acquisitions permitted hereunder” as set forth in Section 2.2(i) of the Credit Agreement solely as a result of the Proposed Transaction;
(b) waive any Default or Event of Default arising from the failure to comply with Section 10.2 of the Credit Agreement solely as a result of entering into any agreement, contract, or binding commitment for the Proposed Transaction, provided that such waiver shall only apply to the excess of the amount by which the Costs of Acquisition of the Proposed Transaction, together with all other Costs of Acquisition incurred on or prior to the date of this Agreement during the current Fiscal Year exceeds 20% of Consolidated Total Assets as of the end of the immediately preceding Fiscal Year;
(c) waive any Default or Event of Default arising from the failure to comply with Section 10.6(a) of the Credit Agreement solely as a result of the Proposed Transaction; and
(d) waive any Default or Event of Default arising from the failure to comply with Section 10.7(b)(iv) of the Credit Agreement solely as a result of the Proposed Transaction. The waivers set forth in this Section 2 are limited to the extent specifically set forth above and no other terms, covenants or provisions of the Credit Agreement or any other Loan Document are intended to be effected hereby.
Waivers to Credit Agreement. Effective as of June 30, 1996 and subject to the satisfaction of the conditions precedent set forth in Section 3 below, the Lenders hereby agree to waive the Borrower's compliance with the requirement contained in Section 7.22(c) for the fiscal quarters ending September 30, 1996 and December 31, 1996.
Waivers to Credit Agreement. Subject to the conditions as to effectiveness set forth in Paragraph 5 of this Waiver and Amendment, compliance with the following covenants under the Credit Agreement and the following Defaults or Events of Defaults (as the case may be) are hereby waived:
(a) Notwithstanding the provisions of Section 6.12 of the Credit Agreement to the contrary, so long as ABNS complies with paragraph 6 hereof, ABNS need not execute the Security Documents and pledge its accounts receivable and inventory, together with all proceeds and products thereof, pursuant to the Security Agreement.
(b) The Agent and the Lenders hereby waive any existing Default or Event of Default which occurred solely because ABNS executed and delivered the Installment Note.
(c) The Agent and the Lenders hereby waive any existing Default or Event of Default which occurred solely because ABN executed and delivered the Guaranty.
(d) The Agent and the Lenders hereby waive any existing Default or Event of Default which occurred solely because of ABN's advances or capital contributions to ABNS, solely for monies owed by ABNS under the Assignment, the Lease and the Installment Note.
(e) The Agent and the Lenders hereby waive any existing Default or Event of Default which occurred solely because of the Borrowers' failure to give the Agent written notice of the Defaults or Events of Default described in subparagraphs (b), (c) and (d) of this Paragraph 3 as required by Section 6.06(c) of the Credit Agreement.
Waivers to Credit Agreement. (a) It is the intention of the Borrower, the Administrative Agent, the Co-Arranger and the Lenders that the provisions in the Credit Agreement relating to the
