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Exhibit 10.12
WAIVER EXTENSION
WAIVER, dated as of November 5, 1998 (this "Waiver Extension"), to the
Master Loan and Security Agreement, dated as of May 15, 1998 (as amended,
supplemented or otherwise modified prior to the date hereof, the "Loan
Agreement"), between XXXXXXXX CAPITAL CORPORATION, a Georgia corporation (the
"Borrower"), and XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, a New York Banking
corporation (the "Lender").
RECITALS
The Borrower has requested the Lender to agree to extend the expiration
of the Waiver, dated as of October 22, 1998 between the Borrower and the Lender
(the "Waiver"). The Lender is willing to agree to extension, but only on the
terms and subject to the conditions set forth in this Waiver.
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Borrower and the Lender hereby agree as follows:
1. Defined Terms. Unless otherwise defined herein, terms defined
in the Loan Agreement are used herein as therein defined.
2. Waiver Extension. The Lender hereby agrees to extend the
termination date of the Waiver to 6:00 p.m. of November 6, 1998, at which time
the Waiver shall automatically terminate, without notice.
3. Effectiveness. This Waiver shall become effective upon
execution by the Lender and receipt by the Lender of evidence satisfactory to
the Lender that this Waiver has been executed and delivered by the Borrower.
4. No Other Amendments or Modifications. Unless expressly
amended herein, all terms, conditions and other provisions of the Waiver shall
remain in full force and effect and shall not be deemed amended or modified
hereby.
5. Counterparts. This Waiver may be executed by one or more of
the parties hereto on any number of separate counterparts and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.
6. Applicable Law. THIS WAIVER SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK,
WITHOUT REGARD TO CONFLICTS OF LAW RULES.
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IN WITNESS WHEREOF, the parties hereto have caused this Waiver
Extension to be duly executed and delivered as of the day and year first above
written.
XXXXXX GUARANTY TRUST COMPANY OF
NEW YORK, as Lender
By:
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Name:
Title:
AGREED TO AND ACCEPTED BY:
XXXXXXXX CAPITAL CORPORATION
By:
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Name:
Title:
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