LIMITED WAIVER WITH
RESPECT TO AMENDED AND RESTATED CREDIT AGREEMENT
This LIMITED WAIVER WITH RESPECT TO
AMENDED AND RESTATED CREDIT AGREEMENT (this “ Waiver
”) is entered into as of this 15 th day of March,
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 Lenders. Unless otherwise specified herein,
capitalized terms used in this Waiver shall have the meanings
ascribed to them by the Credit Agreement.
RECITALS
WHEREAS, the Borrower, the Credit
Parties, the Agent and the Lenders have entered into that certain
Amended and Restated Credit Agreement, dated as of June 18,
2004 (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 Lenders have agreed to waive certain
provisions of the Credit Agreement as set forth herein.
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 Lenders hereby agree as follows:
SECTION 1.
Limited Waivers .
(a) The Agent and the Lenders
hereby waive the provisions of Section 6.3(a) of the
Credit Agreement to the extent, and solely to the extent, necessary
to permit the Borrower to incur on or prior to May 31, 2005
unsecured Indebtedness in an aggregate amount not to exceed
$125,000,000 on terms and subject to conditions substantially
similar to the terms and conditions set forth in the Description of
Notes that was delivered to the Agent on the date hereof (the
foregoing transaction is referred to herein as the “
Senior Notes Issuance ”).
(b) As long as no Default or
Event of Default has occurred and is continuing at the time of the
Encore Stock Purchase (as defined below) and after giving effect
thereto, the Agent and the Lenders hereby waive the provisions of
Sections 6.2 and 6.5 of the Credit Agreement to the
extent, and solely to the extent, necessary to permit the purchase
by Borrower all of the Stock of Encore Software owned by Michael
Bell on or prior to May 31, 2005 for an aggregate purchase
price consisting solely of (i) an amount not to exceed
$1,000,000 payable in cash, and (ii) up to a maximum of
600,000 shares of common Stock of Borrower, in each case pursuant
to and in accordance with a stock purchase agreement and other
related agreements, documents, opinions, certificates, and other
instruments, each of which shall be in form and substance
satisfactory to the Agent (the foregoing transaction is referred to
herein as the “ Encore Stock Purchase ”);
provided , that promptly upon the consummation of the Encore
Stock Purchase, Borrower shall pledge to the Agent, for the benefit
of the Agent and the Lenders, all of the Stock acquired by Borrower
pursuant to the Encore Stock Purchase as additional collateral
security for the Obligations pursuant to documentation in form and
substance satisfactory to the Agent.
