Exhibit 10.63
GENERAL ELECTRIC CAPITAL CORPORATION
0000 Xxxxxxxxx Xxxx Xxxxx, Xxxxx 000
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
WAIVER OF DEFAULT
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December 26, 2001
Advanced Nutraceuticals, Inc.
000 Xxxxx Xxxxxxxxxx Xxxxxxxxx, Xxxx 00
Xxxxxx, Xxxxxxxx 00000
Bactolac Pharmaceutical Inc.
0 Xxxx Xxxxxx
Xxxxxxxx, Xxx Xxxx 00000-0000
ANI Pharmaceuticals, Inc.
0000 00/xx/ Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
Ladies and Gentlemen:
Reference is made to the Amended and Restated Loan and Security Agreement, dated
as of December 12, 2001 (such Amended and Restated Loan and Security Agreement,
as from time to time amended, modified, supplemented or restated, being
hereinafter known as the "Loan Agreement"), among Advanced Nutraceuticals, Inc.,
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a Texas corporation ("Holding Co."), Bactolac Pharmaceutical Inc., a Delaware
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corporation, ANI Pharmaceuticals, Inc., a Mississippi corporation, and General
Electric Capital Corporation, a Delaware corporation ("Lender"). Capitalized
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terms used herein with definition shall have the meanings ascribed to them in
the Loan Agreement.
Effective as of the date hereof, the Lender hereby waives any Events of Default
arising under the Loan Agreement by virtue of the failure of Holding Co. and its
Subsidiaries to comply with Section 4.2 of the Loan Agreement as a result of:
(a) Holding Co. and its Subsidiaries' failure to maintain a Fixed
Charge Coverage Ratio of at least 1.5 to 1.0 as of September 30, 2001 and at all
prior times;
(b) Holding Co. and its Subsidiaries' failure to limit Capital
Expenditures to $250,000 or less in the Fiscal Year ending September 30, 2001;
and
(c) Holding Co. and its Subsidiaries' failure to maintain Net Worth of
at least $27,000,000 as of the end of the Fiscal Year ending September 30,
2001.his waiver shall be effective only for the specific Events of Default
enumerated in the preceding sentence and only for the specific dates or periods
stated therein. Nothing contained herein shall constitute a waiver of any other
Event of Default heretofore or hereafter existing under the Loan Agreement or
compliance by Holding Co. and its Subsidiaries with Section 4.2 of the Loan
Agreement after September 30, 2001.
Very truly yours,
GENERAL ELECTRIC CAPITAL
CORPORATION
By: _____________________________________
Xxxxxxx Xxxxxxxx
Duly Authorized Signatory
