EX-10.4(U) WAIVER AGREEMENT DATED MARCH 13, 2006Forbearance Agreement |
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Exhibit 10.4(u)
WAIVER
AGREEMENT
THIS WAIVER AGREEMENT (hereinafter
referred to as this "Agreement") is made
and entered into as of the 13th day of March, 2006, by and among INNOTRAC
CORPORATION, a Georgia corporation and successor by merger to iFULFILLMENT,
Inc., a Georgia corporation (hereinafter referred to as "Borrower"),
and
WACHOVIA BANK, NATIONAL ASSOCIATION, successor by merger to SOUTHTRUST BANK,
(hereinafter referred to as "Bank").
BACKGROUND
STATEMENT
Borrower and Bank are parties to
that certain Third Amended and Restated
Line of Credit Note dated May 10, 2004, made by Borrower (and iFulfillment,
Inc.) to the order of Bank in the original principal amount of Twenty Five
Million and No/100 Dollars ($25,000,000.00), as modified by the parties from
time to time (hereinafter referred to as the "Note", and the loan
evidenced
thereby as the "Loan"). The Note is secured by that certain (a)
Second Amended
and Restated Loan and Security Agreement by and between Borrower and Bank dated
as of April 3, 2003, as subsequently modified by the parties from time to time
(the "Loan Agreement"), and (b) any and all other documents related
to the
aforementioned documents, as subsequently modified by the parties from time to
time (hereinafter collectively referred to as the "Loan Documents").
Borrower has (i) advised Bank that
Borrower did not comply with Section
6.22(1) or Section 6.22(3) for its fiscal quarter ending December 31, 2005
(collectively, the "2005 Financial Covenant Defaults"), and (ii)
requested Bank
waive the 2005 Financial Covenant Defaults.
Bank has so agreed to waive the 2005
Financial Covenant Defaults, subject
to the terms and conditions more specifically set forth below.
AGREEMENT
FOR AND IN CONSIDERATION of the sum
of Ten and No/100 Dollars ($10.00), the
foregoing recitals, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Borrower and Bank do hereby agree
as follows:






