JPMorgan Chase Bank, N.A.
Exhibit 99.7
JPMorgan Chase Bank, N.A.
000 X Xxxxxxxx Xx, Xxxxx 00
Chicago, IL, 60603-5506
November 14, 2023
Xxxxx Xxxxxx Inc.
000 Xxxxxx Xxxx
Melville, New York, 11747
Attn: Xxxxxxx Xxxxxx, Vice President and Treasurer
Ladies and Gentlemen:
Reference is hereby made to that certain Term Loan Credit Agreement, dated as of July 11, 2023 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Xxxxx Xxxxxx, Inc., a Delaware corporation, the several lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other parties from time to time party thereto. Capitalized terms used in this waiver letter (“Waiver Letter”) but not defined herein shall have the respective meaning ascribed to them in the Credit Agreement.
You have requested an extension of the time required to deliver your unaudited financial statements with respect to the fiscal quarter ended September 30, 2023, pursuant to Section 7.1(b) of the Credit Agreement. The Majority Lenders hereby agree to extend the due date for the above items to December 8, 2023 (or such later date as the Administrative Agent may agree in its sole discretion).
Except as specifically set forth herein, nothing contained in this Waiver Letter shall amend, modify or alter any term or condition of the Credit Agreement or any of the Loan Documents. This Waiver Letter may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Waiver Letter by electronic mail or by .pdf shall be effective as delivery of a manually executed counterpart of this Waiver Letter. This Waiver Letter and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York.
[Signature Page Follows]
Very truly yours,
| JPMORGAN CHASE BANK, N.A., | ||
| as Administrative Agent and as a Lender | ||
| By | /s/ Xxxxx Xxxx X’Xxxxxxx | |
| Name: Xxxxx Xxxx X’Xxxxxxx | ||
| Title: Vice President | ||
[Signature Page – Waiver Letter (Term Loan Credit Agreement)]
| U.S. BANK NATIONAL ASSOCIATION, | ||
| as a Lender | ||
| By: | /s/ Xxxxxxx Xxxx | |
| Name: Xxxxxxx Xxxx | ||
| Title: Senior Vice President | ||
[Signature Page – Waiver Letter (Term Loan Credit Agreement)]
| TD BANK, N.A., | ||
| as a Lender | ||
| By: | /s/ Xxxxx Xxxx | |
| Name: Xxxxx Xxxx | ||
| Title: Senior Vice President | ||
[Signature Page – Waiver Letter (Term Loan Credit Agreement)]
| BANK OF AMERICA, N.A., | ||
| as a Lender | ||
| By: | /s/ Xxxxxx Xxxxx | |
| Name: Xxxxxx Xxxxx | ||
| Title: Senior Vice President | ||
[Signature Page – Waiver Letter (Term Loan Credit Agreement)]
| UNICREDIT BANK AG, NEW YORK BRANCH, | ||
| as a Lender | ||
| By: | /s/ Xxxxxxxx Xxxxx | |
| Name: Xxxxxxxx Xxxxx | ||
| Title: Managing Director | ||
| By: | /s/ Xxxxx Xxxx | |
| Name: Xxxxx Xxxx | ||
| Title: Senior Associate | ||
[Signature Page – Waiver Letter (Term Loan Credit Agreement)]
| BNP PARIBAS, | ||
| as a Lender | ||
| By: | /s/ Xxxx Xxxxx | |
| Name: Xxxx Xxxxx | ||
| Title: Managing Director | ||
| By: | /s/ Xxxx Xxxxxxx | |
| Name: Xxxx Xxxxxxx | ||
| Title: Director | ||
[Signature Page – Waiver Letter (Term Loan Credit Agreement)]
| ACKNOWLEDGED AND AGREED: | ||
| XXXXX XXXXXX, INC., | ||
| as Borrower | ||
| By: | /s/ Xxxxxxx Xxxxxx | |
| Name: | Xxxxxxx Xxxxxx | |
| Title: | Vice President and Treasurer | |
[Signature Page – Waiver Letter (Term Loan Credit Agreement)]
