WAIVER TO
THIRD AMENDED AND RESTATED LOAN AGREEMENT
THIS
WAIVER TO THIRD AMENDED AND RESTATED LOAN AGREEMENT (this “
Waiver ”), dated as of February 13, 2009, is entered
into among CRAFTMADE INTERNATIONAL, INC., a Delaware corporation
(the “ Borrower ”), THE FROST NATIONAL BANK, as
Administrative Agent, and the lenders listed on the signature pages
hereto (the “ Lenders ”).
A. The
Borrower, the Lenders and the Administrative Agent have entered
into to that certain Third Amended and Restated Loan Agreement,
dated as of December 31, 2007, as amended by that certain
First Amendment to Credit Agreement, dated as of September 30,
2008 (said Third Amended and Restated Loan Agreement, as amended,
the “ Loan Agreement ”). The terms defined in
the Loan Agreement and not otherwise defined herein shall be used
herein as defined in the Loan Agreement.
B. The
Borrower failed to comply with Section 6.17 of the Loan
Agreement, Fixed Charge Coverage Ratio , for the fiscal
quarter ending December 31, 2008 (the “ Covenant
Default ”).
C. The
Borrower has requested a waiver of the Covenant Default.
NOW,
THEREFORE, in consideration of the covenants, conditions and
agreements hereafter set forth, and for other good and valuable
consideration, the receipt and adequacy of which are all hereby
acknowledged, the Borrower, the Lenders and the Administrative
Agent covenant and agree as follows:
1.
WAIVER . Subject to the conditions of effectiveness set
forth in Section 3 hereof, the Lenders hereby waive the
Covenant Default. This Waiver is limited and does not affect any
other covenant or provision of the Loan Agreement or any other Loan
Document and does not relate to any other fiscal quarter other than
the fiscal quarter ending December 31, 2008.
2.
REPRESENTATIONS AND WARRANTIES TRUE; NO EVENT OF DEFAULT .
By its execution and delivery hereof, the Borrower represents and
warrants that, as of the date hereof and after giving effect to
this Waiver:
(a) the
representations and warranties contained in the Loan Agreement and
the other Loan Documents are true and correct on and as of the date
hereof as made on and as of such date, except to the extent that
such representations and warranties specifically refer to an
earlier date, in which case they shall be true and correct as of
such earlier date; and
(b) no
event has occurred and is continuing which constitutes a Default or
an Event of Default.
3.
CONDITIONS TO EFFECTIVENESS . This Waiver shall be effective
upon satisfaction or completion of the following:
1
(a) the
Administrative Agent shall have received counterparts of this
Waiver executed by each Lender;
(b) the
Administrative Agent shall have received in immediately available
funds for the pro rata account of each Lender an amendment fee
equal to the product of (i) 0.25% and (ii) the amount of
each Lender’s Commitment; and
(c) the
Administrative Agent shall have received counterparts of this
Waiver executed by the Borrower and acknowledged by each
Guarantor.
4.
REFERENCE TO THE LOAN AGREEMENT .
(a) Upon
the effectiveness of
