EXHIBIT 10.3
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 31st 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 . 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 April 15, 2005 for an aggregate purchase
price consisting solely of (i) an amount not to exceed
$3,400,000 payable in cash, and (ii) 300,000 shares of
unregistered 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, (a) 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 and
(b) deliver to the Agent the original copy of the share
certificate representing such pledged Stock acquired by Borrower
pursuant to the Encore Stock Purchase and the related undated,
blank stock power. The parties hereto agree that this
Section 1 amends and restates in its entirety
Section 1(b) of that certain Limited Waiver With
Respect To Credit Agreement, dated as of March 15, 2005, by
and among the Agent, the Lenders, the Borrower and the Credit
Parties.
