EXHIBIT 10(ii) 19.
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CONFORMED COPY
WAIVER, dated as of October 4, 1996 (this "Waiver"), to (i) the
Credit Agreement, dated as of October 24, 1995 (as amended, supplemented
or otherwise modified from time to time, the "Credit Agreement"), among IT
CORPORATION, a California corporation (the "Borrower"), the several banks
and other financial institutions from time to time parties thereto (the
"Lenders") and The Chase Manhattan Bank (formerly known as Chemical Bank),
a New York banking corporation, as administrative agent for the Lenders
thereunder (in such capacity, the "Agent") and (ii) the several Note
Purchase Agreements, each dated as of October 24, 1995 (collectively, the
"Note Agreements"), between the Borrower and the respective Purchasers
thereunder.
W I T N E S S E T H :
WHEREAS, the parties hereto wish to waive certain provisions of
the Credit Agreement and the Note Agreements on the terms set forth
herein;
NOW, THEREFORE, in consideration of the premise contained
herein, the parties hereto agree as follows:
1. Defined Terms. Unless otherwise defined herein,
capitalized terms used herein shall have the meanings ascribed to them in
the Credit Agreement and the Note Agreements (collectively, the
"Agreements").
2. Limited Waiver; Limitation on Loans. (a) Subject to the
provisions of paragraph 2(f) hereof, compliance with Section 2 of Schedule
III is hereby waived to the extent, and only to the extent, that such
non-compliance results from the inclusion of the Senior Notes as Current
Liabilities, solely for the purpose of calculating the Current Ratio as at
each of June 28, 1996 and September 27, 1996.
(b) Subject to the provisions of paragraph 2(f) hereof,
compliance with Section 4 of Schedule III of the Agreements is hereby
waived to the extent, and only to the extent, that Consolidated Net Worth
of the Parent as at September 27, 1996 is less than the amount thereof
required pursuant to such Section 4 provided that such Consolidated Net
Worth as at such date is not less than $120,000,000.
(c) Subject to the provisions of paragraph 2(f) hereof,
compliance with Section 5(a) of Schedule III of the Agreements is hereby
waived to the extent, and only to the extent, that the ratio of (i) EBIT
for the nine-month period ending June 28, 1996 to (ii) the sum of (A)
Interest Expense for such period plus (B) all dividends on Preferred Stock
paid during such period is less than 1.50 to 1.00, provided that such
ratio is not less than 0.65 to 1.00.
(d) Subject to the provisions of paragraph 2(f) hereof,
compliance with Section 5(a) of Schedule III of the Agreements is hereby
waived to the extent, and only to the extent, that the ratio of (i) EBIT
for the four quarters ending September 27, 1996 to (ii) the sum of (A)
Interest Expense for such period plus (B) all dividends on Preferred Stock
paid during such period is less than 1.50 to 1.00, provided that such
ratio is not less than 0.50 to 1.00.
(e) Subject to the provisions of paragraph 2(f) hereof,
compliance with Section 5(b) of Schedule III of the Agreements is hereby
waived to the extent, and only to the extent, that the ratio of (i) (A)
EBIT for the nine-month period ending June 28, 1996 or (B) EBIT for the
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four quarters ending September 27, 1996 to (ii) the sum of (A) Interest
Expense net of interest income for such period plus (B) all dividends on
Preferred Stock paid during such period is less than 2.00 to 1.00,
provided that such ratio is not less than 0.65 to 1.00.
(f) Notwithstanding any of the foregoing, the waivers described
in paragraphs 2(a), (b), (c), (d) and (e) hereof shall only be effective
through and including October 18, 1996, and any Event of Default that
would have existed and been continuing but for the effect of this Waiver
shall be reinstated and shall thereafter continue to constitute an Event
of Default unless further expressly waived in writing in accordance with
the Credit Agreement and the Note Agreements.
(g) Notwithstanding anything in the Credit Agreement to the
contrary, during the period from the date hereof to and including October
18, 1996, no Loans may be made or requested under the Credit Agreement.
During such period, the Commitments thereunder shall only be available for
the issuance of Letters of Credit, subject to all the other provisions of
the Credit Agreement and to the extent available to be issued in
accordance with the Credit Agreement.
3. Effective Date. This Waiver will become effective as of
the date hereof upon its execution by the Agent and the Majority Creditors
and its acknowledgment by the Borrower.
4. Representations and Warranties; No Default. On and as of
the date hereof, and after giving effect to this Waiver, the Borrower
confirms, reaffirms and restates that the representations and warranties
set forth in Section 4 of the Credit Agreement, in the other Loan
Documents (as defined in the Credit Agreement) and in the Note Agreements
are true and correct in all material respects, provided that the
references to the Credit Agreement or the Note Agreements therein shall be
deemed to be references to this Waiver and to the Credit Agreement or the
Note Agreements, as the case may be, as amended by this Waiver.
5. Limited Waiver. Except as expressly waived herein, the
Credit Agreement and each of the Note Agreements shall continue to be, and
shall remain, in full force and effect. This Waiver shall not be deemed
to be a waiver of, or consent to, or a modification or amendment of, any
other term or condition of the Credit Agreement, any other Loan Document,
any of the Note Agreements or any Senior Note or to prejudice any other
right or rights which the Lenders may now have or may have in the future
under or in connection with any thereof or any of the instruments or
agreements referred to therein, as the same may be amended from time to
time.
6. GOVERNING LAW. THIS WAIVER SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK.
7. Counterparts. This Waiver may be executed by the parties
hereto in any number of separate counterparts and all of said counterparts
taken together shall be deemed to constitute one and the same instrument.
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IN WITNESS HEREOF, the parties hereto have caused this Waiver to
be duly executed and delivered by their properly and duly authorized
officers as of the day and year first above written.
THE CHASE MANHATTAN BANK,
as Administrative Agent and as a Lender
By: /s/ Xxxx X. Xxxxxx
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Title: Vice President
THE FIRST NATIONAL BANK OF BOSTON
By: /s/ J. Xxx Xxxxxx
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Title: Vice President
SOCIETE GENERALE
By:
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Title: First Vice President
XXXX XXXXXXX MUTUAL LIFE INSURANCE
COMPANY
By: /s/ Xxxxxxx X. Xxxxxxx
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Title: Investment Officer
XXXX XXXXXXX LIFE INSURANCE
COMPANY OF AMERICA
By: /s/ Xxxxxx X. Xxxxx
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Title: Vice President
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ALLSTATE LIFE INSURANCE COMPANY
By:
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Title:
By:
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Title:
THE MUTUAL LIFE INSURANCE COMPANY
OF NEW YORK
By: /s/ Xxxxxxx X. Xxxxxxx
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Title: Senior Managing Director
MONY LIFE INSURANCE COMPANY OF
AMERICA
By: /s/ Xxxxxxx X. Xxxxxxx
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Title: Senior Vice President
ACKNOWLEDGED AND AGREED:
IT CORPORATION
By:
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Title: Vice President
