WAIVES ANY AND ALL CLAIMS, OFFSETS,
DEFENSES OR COUNTERCLAIMS, WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THE DATE
OF ITS EXECUTION OF THIS AGREEMENT AND RELEASES AND DISCHARGES LENDER, AND ITS
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS, AFFILIATES AND ATTORNEYS
(COLLECTIVELY THE "RELEASED PARTIES ") FROM ANY AND ALL OBLIGATIONS,
INDEBTEDNESS,
LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER
KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHICH BORROWER HAS
OR MAY HAVE AGAINST ANY RELEASED PARTY ARISING PRIOR TO THE DATE OF THIS
AGREEMENT AND FROM OR IN CONNECTION WITH ANY OF THE LOAN DOCUMENTS OR ANY MATTER
CONTEMPLATED BY ANY OF THE LOAN DOCUMENTS.
WITHOUT IN ANY WAY LIMITING OR
IMPAIRING THE FOREGOING WAIVER BY BORROWER, BORROWER EXPRESSLY WAIVES ANY AND
ALL CLAIMS, OFFSETS, DEFENSES OR COUNTERCLAIMS, IF ANY, AND ANY AND ALL ALLEGED
DAMAGES, IF ANY, IN ANY WAY RESULTING FROM OR RELATING TO LENDER'S WRITTEN
NOTIFICATION TO BORROWER DATED MARCH 1, 2004, AND EXPRESSLY ACKNOWLEDGES THAT
NOTHING HEREIN SHALL IMPAIR OR OTHERWISE LIMIT THE MATTERS CONTAINED THEREIN.
Section 6.11
Entire Agreement.
THIS AMENDMENT
AND ALL OTHER INSTRUMENTS, DOCUMENTS AND AGREEMENTS EXECUTED AND DELIVERED IN
CONNECTION WITH THIS AMENDMENT EMBODY THE FINAL, ENTIRE AGREEMENT AMONG THE
PARTIES HERETO AND SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS,
REPRESENTATIONS AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THIS
AMENDMENT, AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES
HERETO.
THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES HERETO.
[Remainder of page intentionally left blank.]
Executed as of the date first written above.
BORROWER:
EQUINOX BUSINESS CREDIT CORP.
By:
Name:
Title:
LENDER:
WELLS FARGO FOOTHILL, INC.,
formerly known as Foothill Capital
Corporation
By:
Name:
Title:
REAFFIRMATION OF GUARANTY AND STOCK PLEDGE AGREEMENT
The undersigned hereby (a) acknowledges the execution of, and consents to the
terms and conditions of, the foregoing Waiver and Sixth Amendment to Loan and
Security Agreement dated as of July 24, 2004, between Equinox Business Credit
Corp. and Wells Fargo Foothill, Inc., formerly known as Foothill Capital
Corporation ("Lender") and reaffirms its obligations under (i) that certain
Continuing Guaranty (the "Guaranty") dated as of December 19, 2001, and (ii)
that certain Stock Pledge Agreement (the "Pledge Agreement ") dated as of
December 19, 2001, each made by the undersigned in favor of Lender, and (b)
acknowledges and agrees that the Guaranty and the Pledge Agreement remain in
full force and effect, free of any defense, offset or counterclaim, and the
Guaranty and the Pledge Agreement are hereby ratified and confirmed.
GUARANTOR:
EQUIFIN, INC.
By:
Name:
Title:
REAFFIRMATION OF VALIDITY GUARANTIES
Each of the undersigned hereby (a) acknowledges the execution of, and consents
to the terms and conditions of, the forgoing Waiver and Sixth Amendment to Loan
and Security Agreement dated as of July 24, 2004, between Equinox Business
Credit Corp. and Wells Fargo Foothill, Inc., formerly known as Foothill Capital
Corporation ("Lender") and reaffirms its obligations under that