WAIVER AND SECOND AMENDMENT AGREEMENTWaiver and Second Amendment Agreement • July 14th, 2004 • Gerber Scientific Inc • Special industry machinery, nec • Connecticut
WAIVER AND SECOND AMENDMENT AGREEMENT (this "Agreement") dated as of April 29, 2004 by and among (1) Gerber Scientific, Inc. and Gerber Scientific International, Inc. (collectively, the "Borrowers"), (2) Gerber Venture Capital Corp., Gerber Coburn Optical International, Inc., Ultramark Adhesive Products, Ltd., Spandex Limited, Spandex Benelux BV, ND Graphic Products Limited, ND Graphics (Quebec) Ltd., H. Brunner GmbH and Gerber Scientific UK Ltd. (collectively, the "Guarantors"), (3) Fleet Capital Corporation ("Fleet Capital"), and the other financial institutions party to the Credit Agreement (as defined below) as lenders (collectively, the "Lenders" and individually, a "Lender"), (4) Fleet National Bank as issuing bank the ("Issuing Bank"), and (5) Fleet Capital, as administrative agent (the "Administrative Agent") for the Lenders with respect to a certain Credit and Security Agreement dated as of May 9, 2003 by and among the Borrowers, the Guarantors, the Lenders, the Issuing Bank a
