Exhibit 99.2
[EXECUTION COPY]
AMENDMENT AND FORBEARANCE
AGREEMENT
AMENDMENT AND FORBEARANCE
AGREEMENT, dated as of
March 29, 2007 ( “ this Agreement ” ),
under the Credit Agreement, dated as of March 9, 2006 (as amended,
supplemented, amended and restated or otherwise modified from time
to time, the “ Credit Agreement ” ), by
and among: (a) WOODRIDGE LABS, INC. (formerly known as
“W Lab Acquisition Corp.”), a Delaware corporation
(hereinafter, together with its successors in title and assigns,
called the “ Borrower ” ); (b) NEXTERA
ENTERPRISES, INC. , a Delaware corporation (hereinafter,
together with its successors in title and assigns, called the
“ Parent Company ” and, together with the
Borrower, called, collectively, the “ Principal
Companies ” and, singly, a “ Principal
Company ” ); (c) the several financial institutions
from time to time party to the Credit Agreement as lenders
thereunder (collectively, “ Lenders ”
and, individually, a “ Lender ” ); and
(d) NEWSTAR FINANCIAL, INC. , as the administrative agent
for the Lenders (hereinafter, together with its successors as the
administrative agent for the Lenders, called the “
Administrative Agent ” ). Capitalized terms
used in this Agreement and not otherwise defined herein have the
meanings assigned to such terms in or by reference in the Credit
Agreement.
SECTION
1.
Background .
The Borrower and the Parent Company have requested that the Lenders
agree to amend certain provisions of the Credit Agreement.
The Administrative Agent has determined that, as of the date
hereof, certain Events of Default have occurred under the Credit
Agreement. The Borrower and the Parent Company have requested
that the Lenders agree to forbear the exercise of rights and
remedies to which the Lenders would otherwise be entitled as a
result of such Events of Default. The Lenders have agreed to
amend the Credit Agreement and to forbear the exercise of such
rights and remedies, all on the terms and subject to the conditions
set forth in this Agreement.
SECTION
2. Amendment of
Credit Agreement . Effective on and as of March 29, 2007 (
“ Effective Date ” ), but, subject
, always , to the execution and delivery of this Agreement
by the Principal Companies and the Lenders and to the satisfaction
of the other conditions precedent set forth in Section 5 ,
the Lenders hereby agree with the Principal Companies to amend the
Credit Agreement as follows:
(a)
Term Loan Installment Payment . Paragraph
(b) of Section 2.7 of the Credit Agreement is hereby
amended by deleting the date “03/31/07” appearing in
the table set forth in paragraph (b) of Section 2.7 ,
and by inserting in place thereof the date
“04/30/07”. The scheduled principal payment date
for the $250,000 scheduled principal installment of the Term Loans
due on March 31, 2007 is accordingly changed from March 31, 2007 to
April 30, 2007. Except as otherwise provided by the foregoing
sentences of this paragraph (a) , Section 2.7 of the
Credit Agreement remains unchanged.
(b)
Certain Financial Information . Paragraph
(a) of Section 6.1 and paragraph (a) of
Section 6.2 of the Credit Agreement are hereby amended by
postponing to April 30, 2007 the date by which the Principal
Companies are required to deliver to the Administrative Agent
copies, in form and detail reasonably satisfactory to the
Administrative Agent and the Required Lenders, of: (i) the
financial statements required by paragraph (a) of Section
6.1 for the Fiscal Year ended December 31, 2006; (ii) the
related reports and opinions of an independent certified public
accounting firm complying with the provisions of such paragraph
(a) ; (iii) the related certificates of Responsible Officers of
the Principal Companies complying with the provisions of such
paragraph (a) ; (iv) the Compliance Certificate for the
Fiscal Year ended December 31, 2006 complying with the provisions
of paragraph (a) of Section 6.2 of the Credit
Agreement; and (v) the related written reports of Responsible
Officers of the Principal Companies complying with the provisions
of clause (ii) of paragraph (a) of Section 6.2
of the Credit Agreement. Except as otherwise expressly
provided by the foregoing sentence of this paragraph (b)
with respect to the delivery of financial information, reports and
opinions for the Fiscal Year ended December 31, 2006, Section
6.1 and Section 6.2 of the Credit Agreement remain
unchanged.
SECTION
3.
Forbearance .
(a)
Certain Definitions . As used in this
Agreement, the following terms shall have the respective meanings
set forth below in this paragraph (a) :
“ Forbearance
” means forbearance
granted to the Principal Companies by the Lenders during the
Forbearance Period upon the terms and subject to the conditions
contained in this Agreement.
“ Forbearance Period
” means the
forbearance period under this Agreement which shall: (a) begin on
the Effective Date; and (b) end upon the earliest to occur of: (i)
the Scheduled Forbearance Termination Date; (ii) the giving of a
Termination Notice by the Administrative Agent to the Borrower in
compliance with Section 4(c) ; or (iii) termination of
Forbearance hereunder pursuant to Section 4(b) .
“ Scheduled Forbearance
Termination Date ” means April 30, 2007.
“ Specified Events of
Default ” means, collectively, the Events of Default under
Section 8.1(b) of the Credit Agreement that have occurred as
a consequence of the breach by the Principal Companies of the
financial covenants of the Principal Companies set forth in
Section 7.10(a) , 7.10(b) and 7.10(c) of the
Credit Agreement as of the last day of and for the Measurement
Period ending December 31, 2006.
“ Termination Event
” has the meaning
specified for that term in paragraph (a) of
Section 4 .
“ Termination Notice
” has the meaning
specified for that term in paragraph (c) of Section 4
.
(b)
Forbearance . The Lenders hereby agree with
the Principal Companies to forbear, during (but not after) the
Forbearance Period, the exercise of any and all rights and remedies
to which the Lenders are or may become entitled as a direct
consequence of the occurrence and continuation of Specified Events
of Default. From and after termination of the Forbearance
Period, the Lenders and the Administrative Agent shall be entitled
to exercise any and all rights and remedies available to the
Lenders and the Administrative Agent under the Credit Agreement and
the other Loan Documents as a consequence of the occurrence and
continuation of any Sp
