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WAIVER UNDER CREDIT AND
SECURITY AGREEMENT
THIS WAIVER UNDER CREDIT AND
SECURITY AGREEMENT, dated as of August 1, 2007 (this
“Waiver” ), is made by and among WELLS FARGO
BUSINESS CREDIT, an operating division of Wells Fargo Bank, N.A. (
“Lender” ), and CDS BUSINESS SERVICES, INC. a
Delaware corporation ( “CDS” or the
“Borrower” ).
WITNESSETH
:
WHEREAS, Borrower and
Lender are parties to that certain Credit and Security Agreement,
dated as of February 27, 2007 (as it may be amended, restated,
modified or supplemented from time to time, the “Credit
Agreement” ; capitalized terms used herein but not
otherwise defined shall have the meanings ascribed thereto in the
Credit Agreement); and
WHEREAS, Borrower has
requested that Lender waive certain Events of Default under the
Credit Agreement, as more fully set forth herein, and Lender is
agreeable to such request only on the terms and conditions set
forth herein;
NOW, THEREFORE, in
consideration of the premises, the covenants and agreements
contained herein, and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the
parties, intending to be legally bound, do hereby agree as
follows:
STATEMENT OF
TERMS
1. Waiver of
Defaults. Lender hereby waives the Events of Default
arising solely out of: (a) Borrower’s failure to meet
its minimum Tangible Net Worth covenant for the fiscal quarter
ending March 31, 2007 and (b) Borrower’s restated FYE
12/31/06 financial statements that resulted in a material adverse
change default under Section 7.1 (i) of the Credit and
Security Agreement.
2.
Representations and Warranties. To induce Lender to
enter into this Waiver, Borrower and Guarantor hereby represent and
warrant to Lender as follows: (a) each representation and
warranty of such party set forth in the Credit Agreement is true
and correct on and as of the date hereof after giving affect to
this Waiver (except to the extent that any such representation or
warranty expressly relates to a prior specific date or period in
which case it is true and correct as of such prior date or period);
(b) no Default or Event of Default has occurred and is
continuing as of this date under the Credit Agreement after giving
effect to this Waiver; (c) such party has the power and
is
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