Waiver dated as of May
12, 2000 to the Mortgage
made and entered into as of
October 27, 1994 (the
"Agreement"), from Xxxxxx
International Corp. (the
"Mortgagor"), a corporation
organized and existing
under the laws of the State
of Delaware, and The Chase
Manhattan Bank, formerly
known as Chemical Bank, a
banking corporation duly
organized and existing
under the laws of the State
of New York (the "Bank).
WHEREAS, the Mortgagor wishes to waive certain provisions of the Agreement with
respect to certain reporting requirements;
WHEREAS, the Bank has consented to waive certain provisions of the Agreement to
reflect the changes herein set forth;
NOW THEREFORE, in consideration of the premises and of the mutual agreements
herein contained, the parties hereby agree as follows:
1. Waiver of Section 22 Events of Default (u) Compliance with Section
22(u) of the Agreement is hereby waived to permit the Debt Service
Coverage Ratio to be less than the required 1.25 to 1.00 at January
31, 2000 provided that the ratio was not less than (2.36) to 1.00 at
January 31, 2000.
2. Amendment to Section 22 Events of Default (u) Section 22 (u) is hereby
amended as follows: The Debt Service Coverage Ratio of the mortgagor
shall be not less than (6.90) to 1.00 at April 30, 2000, not less than
(7.40) at July 31, 2000, not less than (6.30)at October 31, 2000 and
not less than 1.25 to 1.00 at January 31, 2001, and thereafter.
This Waiver shall be construed and enforced in accordance with the laws of the
State of New York.
Except as expressly amended or consented to hereby, the Agreement shall remain
in full force and effect in accordance with the original terms thereof. The
Waiver herein contained is limited specifically to the matters set forth above
and does not constitute directly or by implication a waiver of any other
provision of the Agreement or any default which may occur or may have occurred
under the Agreement.
Capitalized terms used herein and not otherwise defined herein shall have the
same meanings as defined in the Agreement.
The Mortgagor hereby represents and warrants that, after giving effect to this
Waiver, no Event of Default or Default exists under the Agreement or any related
documents.
This Waiver shall become effective when duly executed counterparts hereof which,
when taken together, bear the signatures of each of the parties hereto shall
have been delivered to the Bank.
IN WITNESS WHEREOF, the Mortgagor and the Bank have caused the Waiver to be duly
executed by their duly authorized officers, all as of the day and year first
above written.
Xxxxxx International Corp.
By:/s/ Xxxxxxx X. Xxxxxx
---------------------
Xxxxxxx X. Xxxxxx
VP of Finance and Chief
Financial Officer
FKM/ges
Formltr/1
(Seal)
ATTEST.
/s/ Xxxxxx Xxxxxxx
-------------------
Xxxxxx Xxxxxxx
Asst. Secretary
Accepted this 12th day of May, 2000 by The Chase Manhattan Bank,
formerly Chemical Bank
By: /s/ Xxxxxxxxxxx X. Xxxxxxxxx
----------------------------
Xxxxxxxxxxx X. Xxxxxxxxx
Title: Vice President
