FIRST AMENDMENT AND LIMITED
WAIVER TO THIRD AMENDED AND
RESTATED CREDIT AGREEMENT
This FIRST
AMENDMENT AND LIMITED WAIVER TO THIRD AMENDED AND RESTATED CREDIT
AGREEMENT (this “ Amendment ”) is entered into
as of this 14th day of October, 2005, by NAVARRE CORPORATION, a
Minnesota corporation (“ Borrower ”), the Credit
Parties signatory hereto, GENERAL ELECTRIC CAPITAL CORPORATION, a
Delaware corporation, as agent (the “ Agent ”)
for itself and the Lenders under and as defined in the Credit
Agreement (as hereinafter defined), and the Requisite Lenders.
Unless otherwise specified herein, capitalized terms used in this
Amendment shall have the meanings ascribed to them by the Credit
Agreement.
WHEREAS, the
Borrower, the Credit Parties, the Agent and the Lenders have
entered into that certain Third Amended and Restated Credit
Agreement, dated as of June 1, 2005 (as amended, supplemented,
restated or otherwise modified from time to time, the “
Credit Agreement ”); and
WHEREAS, the
Borrower, the Credit Parties, the Agent and the Requisite Lenders
have agreed to amend and waive certain provisions of the Credit
Agreement as herein set forth.
NOW THEREFORE, in
consideration of the foregoing recital, mutual agreements contained
herein and for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Borrower, the
Credit Parties, the Agent, and the Requisite Lenders hereby agree
as follows:
(a)
Section 6.2(i) of the Credit Agreement is hereby
amended by deleting the dollar amount “$3,500,000”
which appears therein and inserting the dollar amount
“$2,500,000” in its place.
(b) The last
paragraph of Annex G is hereby amended to add the following
new sentence at the end thereof which shall read as
follows:
“In
addition, to the extent that the results of the operations of Mix
& Burn are included in the EBITDA of the Borrower for any
12 month period or any four Fiscal Quarter period, solely for
the purposes of Sections (d) , (e) and (f) of
this Annex G , EBITDA of the Borrower for such period shall
be adjusted to eliminate such amount related to results of the
operations of Mix & Burn.”
SECTION 2.
Limited Waiver .
Effective as of September 30, 2005, the Agent and Lenders
hereby waive any breach or violation of Section 3.4 or
Section 3.16 of the Credit Agreement and any Default or
Event of Default arising solely as a result thereof, solely to the
extent arising from the fact that Mix & Burn should have been,
but was not, included as a Subsidiary of the Borrower in financial
statements delivered on or prior to the date hereof.
SECTION 3.
Conditions . This
Amendment shall become effective once this Amendment shall have
been duly executed and delivered by the Borrower, the Credit
Parties, the Agent and the Requisite Lenders.
SECTION 4.
Representations and Warranties . In order to induce the Agent and each Lender
to enter into this Amendment, each Credit Party hereby represents
and warrants to the Agent and each Lender, which representations
and warranties shall survive the execution and delivery of this
Amendment, that:
(a) all of
the representations and warranties contained in the Credit
Agreement and in each Loan Document are true and correct as of the
date
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