EXHIBIT 10.14
WAIVER
Dated as of December 14, 1998
This WAIVER is entered into among STELLEX INDUSTRIES, INC., a Delaware
corporation (the "Borrower"), the financial institutions from time to time
parties to the Credit Agreement (defined below) (the "Lenders"), SOCIETE
GENERALE, in its capacity as administrative agent for the Lenders (in such
capacity, the "Administrative Agent"), and FIRST UNION COMMERCIAL CORPORATION,
in its capacity as collateral agent for the Lenders (in such capacity, the
"Collateral Agent").
PRELIMINARY STATEMENTS:
The Borrower, the Lenders, the Administrative Agent and the Collateral
Agent have entered into an Amended and Restated Credit Agreement dated as of May
29, 1998 (the "Credit Agreement"). Unless otherwise defined herein, the terms
defined in the Credit Agreement shall be used herein as therein defined.
SECTION 1. Waiver. Effective as of the date hereof and subject to the
satisfaction of the conditions precedent set forth in Section 2 hereof, the
Lenders hereby waive delivery of the budget, business plan and projections for
the Fiscal Year ending December 31, 1999 which is required under Section 7.01(d)
of the Credit Agreement, during the period from the date hereof to February 15,
1999.
SECTION 2. Conditions of Effectiveness. This Waiver shall become effective
when the Administrative Agent shall have received counterparts of this Waiver
executed by the Borrower and the Requisite Lenders.
SECTION 3. Representations and Warranties of the Borrowers. The Borrower
represents and warrants as follows:
(a) All of the representations and warranties contained in Section
6.01 of the Credit Agreement and in the other Loan Documents shall be true
in all material respects.
(b) No Default or Event of Default shall have occurred and be
continuing.
SECTION 4. Reference to and Effect on the Loan Documents. (a) Except as
specifically waived above, the Credit Agreement and all other Loan Documents,
are and shall continue to be in full force and effect and are hereby in all
respects ratified and confirmed. Without limiting the generality of the
foregoing, the Loan Documents and all of the Collateral
described therein do and shall continue to secure the payment of all obligations
of the Borrower under the Credit Agreement, the Notes and the other Loan
Documents.
(b) The execution, delivery and effectivenes of this Waiver shall not,
except as expressly provided herein, operate as a waiver of any right, power or
remedy of any Lender or any Agent under any of the Loan Documents, nor
constitute a waiver of any provision of any of the Loan Documetns.
SECTION 5. Execution in Counterparts. This Waiver may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed to be an original
and all of which taken together shall constitute but one and the same agreement.
SECTION 6. Governing Law. This Waiver shall be governed by, and construed
in accordance with, the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Waiver to be
executed as of the date first above written.
STELLEX INDUSTRIES, INC.
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------------------
Title: President
SOCIETE GENERALE, as Administrative Agent
By: /s/ Xxxx X. Xxxxx
----------------------------------------
Title: Director
FIRST UNION COMMERCIAL CORPORATION
as Collateral Agent
By: /s/ Xxxxxxx X. XxXxxxx
----------------------------------------
Title: Vice President
SOCIETE GENERALE, as Lender
By: /s/ Xxxx X. Xxxxx
----------------------------------------
Title: Director
FIRST UNION COMMERCIAL CORPORATION
as Lender
By: /s/ Xxxxxxx X. XxXxxxx
----------------------------------------
Title: Vice President
FLEET NATIONAL BANK, as Lender
By: /s/
----------------------------------------
Title:
GENERAL ELECTRIC CAPITAL CORPORATION,
as Lender
By: /s/
----------------------------------------
Title: Risk Manager
PARIBAS CAPITAL FUNDING LLC,
as Lender
By: /s/
----------------------------------------
Title:
ML CBO IV (CAYMAN), LTD., as Lender
By: Highland Capital Management, L.P.
as Collateral Manager
By: /s/ Xxxxx Xxxxxxx
----------------------------------------
Title: President
XXXXXXX XXXXX DEBT STRATEGIES
PORTFOLIO, as Lender
By: Xxxxxxx Xxxxx Asset Management, L.P.
As Investment Advisor
By: /s/
----------------------------------------
Title:
ML CLO XX PILGRIM AMERICA (CAYMAN) LTD.,
as Lender
By: Pilgrim America Invesments, Inc., as
its Investment Manager
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------------------
Title: Vice President
KZH HIGHLAND-2 LLC, as Lender
By: /s/ Xxxxxxxx Xxxxxx
----------------------------------------
Title: Authorized Agent
FIRST DOMINION FUNDING I
By: /s/
----------------------------------------
Title:
