EXHIBIT 10.2
LIMITED WAIVER WITH RESPECT TO CREDIT AGREEMENT
This LIMITED WAIVER WITH RESPECT TO
CREDIT AGREEMENT (this “ Waiver ”) is entered
into as of this 30 th day of
May 2007, by NAVARRE CORPORATION, a Minnesota corporation
(“ Borrower ”), the Credit Parties signatory
hereto, MONROE CAPITAL ADVISORS, LLC, a Delaware limited liability
company, 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 the Credit
Agreement dated as of March 22, 2007 (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 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 Lenders hereby agree as follows:
SECTION 1. Limited Waivers .
(a) The Agent and the Lenders
hereby waive the provisions of Section 6.8 of the
Credit Agreement to the extent, and solely to the extent, necessary
to permit the sale by Borrower of all of the issued and outstanding
Stock of Navarre Entertainment (the “ Entertainment
Stock ”) owned by Borrower to KOCH Entertainment LP, a
Delaware limited partnership (the “ Seller ”)
pursuant to the Purchase and Sale Agreement dated as of
May 11, 2007, by and among Borrower, Seller and Navarre
Entertainment (as amended prior to the date hereof and as in effect
as of the date hereof, the “ Purchase Agreement
”) for a purchase price equal to $6,500,000 (the “
Purchase Price ”) which shall be payable in cash at
the time of the closing thereof (the “ Entertainment Stock
Sale ”). Upon Agent’s receipt of 100% of the cash
proceeds from the Entertainment Stock Sale in an amount equal to
$6,500,000 (the “ Entertainment Sale Proceeds
”), Agent and Lenders hereby agree that all security
interests held by Agent on the date in and to the assets of Navarre
Entertainment and the Entertainment Stock shall be deemed released
(and Agent hereby agrees to prepare, execute and deliver to
Borrower, at Credit Parties’ expense, an appropriate UCC
financing statement amendment and any other necessary releases as
soon thereafter as practicable to evidence release of Agent’s
security interests on such assets). Agent, Lenders and Credit
Parties hereby acknowledge and agree that all Entertainment Sale
Proceeds shall be paid to Agent and applied in accordance with
Section 1.3(d) of the Credit Agreement (except as set
forth in clause (b) below).
(b) The Agent and the Lenders
hereby waive the provisions of the last sentence of Section
1.3(d) of the Credit Agreement to the extent, and solely to the
extent, that such provisions would require that any prepayment
required as a result of the Entertainment Stock
1
Sale
would require that the Revolving Loan Commitment (as defined in the
First Lien Credit Agreement) be reduced.
SECTION 2. Conditions to Effectiveness . The
effectiveness of this Waiver is subject to the satisfaction of each
the following conditions precedent:
(a) this Waiver shall have been
duly executed and delivered by the Borrower, the Credit Parties,
the Agent and each Lender; and
(b) Agent shall have received a
certified copy
