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AMENDMENT AND WAIVER TO CREDIT AGREEMENT

Waiver Agreement

AMENDMENT AND WAIVER TO CREDIT AGREEMENT | Document Parties: FIND SVP INC | BANK OF AMERICA, N.A., You are currently viewing:
This Waiver Agreement involves

FIND SVP INC | BANK OF AMERICA, N.A.,

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Title: AMENDMENT AND WAIVER TO CREDIT AGREEMENT
Date: 8/12/2005
Industry: Computer Services     Sector: Technology

AMENDMENT AND WAIVER TO CREDIT AGREEMENT, Parties: find svp inc , bank of america  n.a.
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Exhibit 10.7

 

AMENDMENT AND WAIVER TO CREDIT AGREEMENT

 

Amendment and Waiver (this “Amendment”) entered into as of August 11, 2005 between FIND/SVP, INC., a New York corporation, (the “Borrower”), and BANK OF AMERICA, N.A., successor by merger to Fleet National Bank, a national banking association organized and existing under the laws of the United States of America (the “Bank”).

 

WHEREAS, the Borrower and the Bank are parties to a Credit Agreement dated as of March 31, 2005 (the “Agreement”);

 

WHEREAS, the Borrower has defaulted under provisions of the Agreement which require that the Borrower (i) maintain minimum Consolidated EBITDA (as defined in the Agreement), (ii) maintain maximum Funded Debt to Consolidated EBITDA Ratio (as defined in the agreement), and (iii) not permit there to be a net loss on a consolidated basis (the “Covenant Defaults”); and

 

WHEREAS, the Borrower has requested that the Bank waive, and the Bank has agreed to waive, the Covenant Defaults, provided that the Agreement is amended as set forth herein.

 

NOW, THEREFORE, the parties hereto hereby agree as follows:

 

1.    All capitalized terms used herein, unless otherwise defined herein, have the same meanings provided therefor in the Agreement.

 

2.    The Agreement is amended: as follows:

 

(a)    Section 2.01(a) of the Agreement shall be amended by adding the following at the end of the first sentence thereof:

 

“; and provided further that, if the Borrower shall effect any Borrowing, as of the last day of each month during the fiscal quarter ending September 30, 2005 the ratio of Total Outstandings to cash and Cash Equivalents of the Borrower shall not exceed 1.25 to 1.00.”

 

(b)    A new Section 6.01(d) shall be added and shall read as follows:

 

“(d) as soon as available, but in any event no later than 20 days after the end of each of July 2005, August 2005 and September 2005, a consolidated and consolidating, company-prepared, unaudited monthly financial statement of the Borrower and its Subsidiaries as at the end of such calendar month, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such calendar month and for the portion of the Borrower’s fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding calendar month of the previous fiscal year and the corresponding portion of the previous fiscal year (except with respect to the statement of cash flows and shareholders equity), all in reasonable detail, such statements to be certified by a responsible officer of the Borrower and subject to normal and customary quarter-end review procedures.”

 


 

(c)    Section 7.11(e) of the Agreement is amended by adding the following to the end thereof:

 

“or at the end of any of July 2005, August 2005 or September 2005.”

 

3.    The Bank hereby agrees to waive compliance with the Section 7.11(b),


 
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