kl11029_ex10-2.htm


    
      

    

     

    Exhibit
      10.2

     

     

    LIMITED
      WAIVER

    


    This
      Limited Waiver is made and entered into as of November 15, 2007, between The
      Huntington National Bank, successor by merger to Sky Bank, Tribeca Lending
      Corp., a New York corporation (“Borrower”) and each subsidiary of the Borrower
      listed on the signature pages hereof.

     

    Reference
      is hereby made to (1) a certain Master Credit and Security Agreement dated
      as of
      February 28, 2006 (as amended, restated, modified or supplemented from time
      to
      time, the “Master Credit Agreement”) entered into between Sky
      Bank, now known as The Huntington National Bank (“Lender”) and
      Tribeca Lending Corp., a New York corporation (“Borrower”),
      certain subsidiaries of Borrower from time to time party to the Master Credit
      Agreement and (2) a certain Warehousing Credit and Security Agreement dated
      as
      of October 18, 2005, entered into between Lender and Borrower (as amended,
      restated, modified or supplemented from time to time, the “Warehousing
      Agreement). All capitalized terms not otherwise
      defined in this Limited Waiver shall have the meanings ascribed to such terms
      in
      the Master Credit Agreement or the Warehousing Agreement, as
      specified.

     

    Borrower
      agrees that Lender has
      reasonably requested pursuant to Section 6.1(b)(i) of the Master Credit
      Agreement and Section 6.2(a) of the Warehousing Agreement that Borrower provide,
      within 45 days after the end of each calendar quarter, statements of income
      and
      cash flows and related balance sheet, each for the fiscal quarter ending
      September 30, 2007, certified by the chief financial officer or other
      appropriate officer of the Borrower (the
“9/30/07Quarterly
      Financials”).  Borrower has advised Lender that it has failed
      to deliver to Lender the 9/30/07 Quarterly Financials as required, and Lender
      hereby provides notice to Borrower of such failure and that such failure
      constitutes an Event of Default under each of the Master Credit Agreement and
      the Warehousing Agreement (the “Identified
      Defaults”).  Borrower hereby acknowledges the Identified
      Defaults and has requested that Lender waive the Identified Defaults through
      the
      earlier of (i) such time as Borrower’s parent corporation files copies of the
      9/30/07 Quarterly Financials with the Securities and Exchange Commission or
      (ii)
      December 31, 2007 (the “Specified Waiver Date”).

    


    Borrower
      hereby agrees (i) not to
      request any further loans, advances or other extensions of credit pursuant
      to
      the Master Credit Agreement, the Warehousing Agreement or any other loan
      document, letter of credit agreement, hedging agreement or banking services
      agreement (each of the foregoing a “Credit Extension”) through
      and including the Specified Waiver Date and (ii) contemporaneously herewith
      to
      cause its parent corporation to enter into a Security Agreement, in form and
      substance satisfactory to Lender, pursuant to which its parent corporation
      will
      grant to Lender, to secure all present and future loans, liabilities and
      obligations of such parent corporation and each direct and indirect subsidiary
      thereof to Lender, a first priority lien in all property and assets of such
      parent corporation and each direct and indirect subsidiary (each of the
      foregoing, a “Condition of Waiver”).   Subject
      to the terms and conditions set forth herein, including without limitation
      Lender’s satisfaction with each Condition of Waiver and the execution of this
      Limited Waiver by each of Borrower and each Company Subsidiary (as defined
      in
      the Master Credit Agreement), Lender hereby waives the Identified Defaults
      through and including the Specified Waiver Date.

    


    Nothing
      in this Limited Waiver shall
      (i) cause a modification of the Master Credit Agreement, the Warehousing
      Agreement, any other loan document agreement in connection with any extension
      of
      credit from Lender to Borrower, except as precisely set forth above, (ii)
      establish any custom, course of dealing or in any manner waive or modify any
      future default or Event of Default, (iii) entitle Borrower or any Company
      Subsidiary to any other waiver, any other or further notice or demand
      whatsoever, or (iv) in any way modify, change, impair, effect, diminish, or
      release Borrower's or any Company Subsidiary’s liability under or pursuant to
      the Master Credit Agreement, the Warehousing Agreement or any other loan
      document or agreement.

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    Borrower
      and each Company Subsidiary
      hereby agree to execute and deliver such additional documents, instruments
      and
      agreements reasonably requested by Lender as may be reasonably necessary or
      appropriate to effectuate the purposes of this Limited Waiver, the Master Credit
      Agreement, the Warehousing Agreement or any other loan agreement or
      document.

    


    This
      Limited Waiver and the rights and
      obligations of the parties hereto shall be governed by, and construed and
      interpreted in accordance with, the laws of the State of Ohio.

    


    This
      Limited Waiver may be executed in
      any number of counterparts and by different parties hereto in separate
      counterparts, each of which when so executed shall be deemed to be an original,
      and all of which taken together shall constitute one and the same
      instrument.

    


    Borrower
      and each Company Subsidiary,
      for itself and its respective successors and assigns, agents, employees,
      officers and directors, hereby forever waive, relinquish, discharge and release
      all defenses and Claims of every kind or nature, whether existing by virtue
      of
      state, federal, or local law, by agreement or otherwise, against Lender, its
      successors, assigns, directors, officers, shareholders, agents, employees and
      attorneys, the obligations evidenced by the Master Credit Agreement, the
      Warehousing Agreement, each promissory note or instrument in connection
      therewith, each other loan document and the Collateral, whether
      previously or now existing or arising out of or related to any transaction
      or
      dealings between Lender and Borrower or Lender and any Company Subsidiary,
      which
      Borrower or any Company Subsidiary, may have or may have made at any time up
      through and including the date of this Limited Waiver, including without
      limitation, any affirmative defenses, counterclaims, setoffs, deductions or
      recoupments, by Borrower or any Company Subsidiary.  “Claims” means
      all debts, demands, actions, causes of action, suits, dues, sums of money,
      accounts, bonds, warranties, covenants, contracts, controversies, promises,
      agreements or obligations of any kind, type or description, and any other claim
      or demand of any nature whatsoever, whether known or unknown, accrued or
      unaccrued, disputed or undisputed, liquidated or contingent, in contract, tort,
      at law or in equity, Borrower, each Company Subsidiary or any of them ever
      had,
      claimed to have, now has, or shall or may have.  Nothing contained in
      this Limited Waiver prevents enforcement of this waiver and
      release.

    


     IN
      WITNESS WHEREOF, this Limited Waiver has been executed as of the date first
      appearing above notwithstanding the date it is actually executed.

    


    


    [Signature
      page follows]

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    Lender:

    


    The
      Huntington National Bank

    


    By:
      /s/ Marty E.
      Adams              


    


    Its:  President

    


    


    Borrower:

    


    Tribeca
      Lending Corp.

    


    


    By:
      ­/s/ Thomas Axon

    


    Name:
      Thomas Axon

    


    Title:  Director

    


    


    Each
      Company Subsidiary listed on Schedule A attached hereto:

    


    By:
      ­/s/ Thomas Axon

    


    Name:
      Thomas Axon

    


    Title:  Director,  as
      an authorized officer of, and on behalf of, each Company Subsidiary listed
      on
Schedule A attached hereto

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      A

    COMPANY
      SUBSIDIARIES

    EXECUTING
      LIMITED WAIVER

    


    


    


    


    


    


    


    


    
      	
               

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      A TO TRIBECA LIMITED WAIVER

    


    COMPANY
      SUBSIDIARIES

    EXECUTING
      LIMITED WAIVER

    


    
      	
              TRIBECA
                L 2005 CORP.

              TRIBECA
                LI 2005 CORP.

              TRIBECA
                LII 2005 CORP.

              TRIBECA
                LIII 2005 CORP.

              TRIBECA
                LIV 2005 CORP.

              TRIBECA
                LIX 2006 CORP.

              TRIBECA
                LV 2005 CORP.

              TRIBECA
                LVI 2005 CORP.

              TRIBECA
                LVII 2006 CORP.

              TRIBECA
                LVIII 2006 CORP.

              TRIBECA
                LX 2006 CORP.

              TRIBECA
                LXI 2006 CORP.

              TRIBECA
                LXII 2006 CORP.

              TRIBECA
                LXIII 2006 CORP.

              TRIBECA
                LXIV 2006 CORP.

              TRIBECA
                LXIV CORP.

              TRIBECA
                LXIX 2006 CORP.

              TRIBECA
                LXV 2006 CORP.

              TRIBECA
                LXV CORP.

              TRIBECA
                LXVI 2006 CORP.

              TRIBECA
                LXVII 2006 CORP.

              TRIBECA
                LXVIII 2006 CORP.

              TRIBECA
                LXX 2006 CORP.

              TRIBECA
                LXXI 2006 CORP.

              TRIBECA
                LXXII 2006 CORP.

              TRIBECA
                LXXIII 2006 CORP.

              TRIBECA
                LXXIV 2006 CORP.

              TRIBECA
                LXXIX 2007 CORP.

              TRIBECA
                LXXV 2006 CORP.

              TRIBECA
                LXXVI 2006 CORP.

              TRIBECA
                LXXVII 2006 CORP.

              TRIBECA
                LXXVIII 2006 CORP.

              TRIBECA
                LXXX 2007 CORP.

              TRIBECA
                LXXXI 2007 CORP.

              TRIBECA
                LXXXII 2007 CORP.

              TRIBECA
                LXXXIII 2007 CORP.

              TRIBECA
                LXXXIV 2007 CORP.

              TRIBECA
                LXXXIX 2007 CORP.

              TRIBECA
                LXXXV 2007 CORP.

              TRIBECA
                LXXXVI 2007 CORP.

              TRIBECA
                LXXXVII 2007 CORP.

              TRIBECA
                LXXXVIII 2007 CORP.

              TRIBECA
                XC 2007 CORP.

              TRIBECA
                XCI 2007 CORP.

            	
              TRIBECA
                XCII 2007 CORP.

              TRIBECA
                XCIII 2007 CORP.

              TRIBECA
                XCIV 2007 CORP.

              TRIBECA
                XCV 2007 CORP.

              TRIBECA
                XIX 2004 CORP.

              TRIBECA
                XV 2004 CORP.

              TRIBECA
                XVII 2004 CORP.

              TRIBECA
                XVIII 2004 CORP.

              TRIBECA
                XX 2004 CORP.

              TRIBECA
                XXI 2004 CORP.

              TRIBECA
                XXII 2004 CORP.

              TRIBECA
                XXIII 2004 CORP.

              TRIBECA
                XXIV 2004 CORP.

              TRIBECA
                XXIX 2005 CORP.

              TRIBECA
                XXV 2004 CORP.

              TRIBECA
                XXVI 2004 CORP.

              TRIBECA
                XXVII 2004 CORP.

              TRIBECA
                XXVIII 2004 CORP.

              TRIBECA
                XXX 2005 CORP.

              TRIBECA
                XXXI 2005 CORP.

              TRIBECA
                XXXII 2005 CORP.

              TRIBECA
                XXXIII 2005 CORP.

              TRIBECA
                XXXIV 2005 CORP.

              TRIBECA
                XXXIX 2005 CORP.

              TRIBECA
                XXXV 2005 CORP.

              TRIBECA
                XXXVI 2005 CORP.

              TRIBECA
                XXXVII 2005 CORP.

              TRIBECA
                XXXVIII 2005 CORP.

              TRIBECA
                XXXX 2005 CORP.

              TRIBECA
                XXXXI 205 CORP.

              TRIBECA
                XXXXI 2005 CORP.

              TRIBECA
                XXXXII 2005 CORP.

              TRIBECA
                XXXXIII 2005 CORP.

              TRIBECA
                XXXXIV 2005 CORP.

              TRIBECA
                XXXXIX 2005 CORP.

              TRIBECA
                XXXXV 2005 CORP.

              TRIBECA
                XXXXVI 2005 CORP.

              TRIBECA
                XXXXVII 2005 CORP.

              TRIBECA
                XXXXVIII 2005 CORP.

              TRIBECA
                XVI 2004 CORP.