Exhibit 10.1
LIMITED WAIVER WITH RESPECT TO THIRD AMENDED AND
RESTATED CREDIT AGREEMENT
This LIMITED WAIVER WITH RESPECT TO
THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “
Waiver ”) is entered into as of this 2nd day of
November, 2006, 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 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
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 Credit Parties
contemplate (i) reorganizing their legal structure,
(ii) setting up five new entities (the “ New
Entities ”), each of which will be a direct wholly owned
subsidiary of the Borrower and (iii) contributing cash in an
amount not to exceed $5,000 to each new Subsidiary (the “
New Entity Capitalization ”).
WHEREAS, the Borrower, the Credit
Parties, the Agent and the Requisite 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 Requisite Lenders hereby agree as follows:
SECTION 1. Limited Waivers . As long as the
Waiver Conditions remain satisfied, the Agent and the Requisite
Lenders hereby waive (i) the provisions of Sections 6.1
and 6.5 of the Credit Agreement to the extent necessary to permit
the Borrower to form and own the New Entities and (ii)
Section 6.2 of the Credit Agreement to the extent necessary to
permit the Borrower to consummate the New Entity Capitalization. As
used herein, “Waiver Conditions” means (i) no
Credit Party shall make any investment, loan or other advance to
any New Entity other than the New Entity Capitalization,
(ii) no New Entity shall conduct any business and
(iii) no New Entity, individually, shall own assets with a
fair market value in the aggregate, in excess of $10,000.
SECTION 2. Conditions 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 Requisite Lenders; and
