EXHIBIT 10.6
WAIVER TO THIRD AMENDED AND RESTATED
REVOLVING CREDIT AND SECURITY AGREEMENT
THIS WAIVER (this "Waiver") is entered into as of March 31, 2005,
by
and among SPAR MARKETING FORCE, INC.
("SMF"), SPAR, INC. ("SPAR"), SPAR/BURGOYNE
RETAIL SERVICES, INC ("SBRS"), SPAR GROUP,
INC. ("SGI"), SPAR INCENTIVE
MARKETING, INC. ("SIM"), SPAR TRADEMARKS,
INC. ("STM"), SPAR MARKETING, INC.
(DE) ("SMIDE"), SPAR MARKETING, INC. (NV)
("SMINV"), SPAR ACQUISITION, INC.
("SAI"), SPAR TECHNOLOGY GROUP, INC.
("STG"), SPAR/PIA RETAIL SERVICES, INC.
("Pia Retail"), RETAIL RESOURCES, INC.
("Retail"), PIVOTAL FIELD SERVICES, INC.
("Pivotal Field"), PIA MERCHANDISING CO.,
INC. ("PIA"), PACIFIC INDOOR DISPLAY
CO. ("Pacific"), PIVOTAL SALES COMPANY
("Pivotal"), SPAR ALL STORE MARKETING
SERVICES, INC., ("SAS") and SPAR BERT FIFE,
INC. ("SBFI") (each a "Borrower" and
collectively "Borrowers") and WEBSTER
BUSINESS CREDIT CORPORATION (formerly
known as Whitehall Business Credit
Corporation) ("Lender").
BACKGROUND
The Borrowers and Lender are parties to that certain Third Amended
and
Restated Revolving Credit and Security
Agreement dated January 24, 2003 (as
amended, restated, supplemented or
otherwise modified from time to time, the
"Loan Agreement") pursuant to which Lender
provides the Borrowers with certain
financial accommodations.
The Borrowers have violated certain covenants and have requested
Lender
waive the resulting Events of Default and
Lender is willing to do so.
NOW, THEREFORE, in consideration of any loan or advance or grant
of
credit heretofore or hereafter made to or
for the account of Borrowers by
Lender, and for other good and valuable
consideration, the receipt and
sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as
follows:
1. Definitions. All capitalized terms not
otherwise defined or amended herein
shall have the meanings given to them in
the Loan Agreement.
2. Waiver. Subject to the satisfaction of
Section 3 below, Lender hereby waives
the Event of Default which has occurred as
a result Borrowers' non-compliance
with Section 12(r) due to Borrowers'
failure to achieve EBITDA for October, 2004
and December, 2004 at the requisite level
for each such month. Notwithstanding
the foregoing, the waiver of the Events of
Default set forth above does not
establish a course of conduct between
Borrowers and Lender and Borrowers hereby
agree that Lender is not obligated to waive
any future Events of Default under
the Loan Agreement.
3. Conditions of Effectiveness. This Waiver
shall become effective as of the
date hereof, provided that Lender shall
have received four (4) copies of this
Waiver executed by the Borrowers and the
limited guarantors (each a "Limited
Guarantor") and the guarantor ("Guarantor")
listed on the signature page hereto.
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4. Representations, Warranties and
Covenants. Each of the Borrowers hereby
represents, warrants and covenants as
follows:
(a) This Waiver and the Loan Agreement constitute legal, valid
and
binding obligations of each of the
Borrowers and are enforceable against
