WAIVER AND FIRST AMENDMENT dated as of April 30, 1999 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 amend and waive certain provisions of the
Agreement with respect to certain reporting requirements;
WHEREAS, the Bank has consented to amend and 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, 1999 (0.40) to 1.00.
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 (0.50) to 1.00 at April 30, 1999, July 31, 1999, and October 31,
1999 and 1.25 to 1.00 at January 31, 2000 and thereafter.
This Waiver and First Amendment 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 and First Amendment herein contained is limited specifically to the
matters set forth above and does not constitute directly or by implication an
amendment or 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 and First Amendment, no Event of Default or Default exists under the
Agreement or any related documents.
This Waiver and First Amendment 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 and
First Amendment to be duly executed by their duly authorized officers, all as of
the day and year first above written.
Xxxxxx International Corp.
By:
(Seal)
ATTEST:
Secretary
Accepted this day of , 1999 by The Chase Manhattan Bank, formerly Chemical
Bank
By:
Title: Vice President
