remedies with respect to the Obligations
under the Loan Documents; and
Whereas, Borrowers have asked that the Agent and the Lenders
waive the Waived Event of Default (as defined herein) described in Section 6.1
hereof, and the Agent and the Lenders have agreed to waive the Waived Event of
Default; and
Whereas, the Borrowers have requested that the Agent and each
Lender agree to forbear, and Agent and each Lender are willing to forbear to the
extent provided herein and subject to the terms and conditions contained herein,
from enforcing any remedies available to them under the Loan Documents that
arise as a result of the Specified Events of Default for a limited period of
time, and to continue advancing Loans under the Credit Agreement, provided that
the Credit Parties meet the conditions set forth here in and otherwise comply
with this Forbearance.
Now, therefore, in consideration of the premises and the mutual
agreements set forth herein and for other consideration the receipt of and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound, agree as follows:
1.
RECITALS.
THE RECITALS SET FORTH ABOVE ARE TRUE AND CORRECT AND
ARE HEREBY INCORPORATED INTO THE BODY OF THIS FORBEARANCE BY REFERENCE.
2.
DEFINED TERMS.
THE FOLLOWING TERMS SHALL HAVE THE MEANINGS SET
FORTH BELOW:
2.1
"EFFECTIVE DATE" MEANS THE DATE ON WHICH ALL CONDITIONS TO THE
EFFECTIVENESS OF THIS FORBEARANCE SET FORTH IN SECTION 8 SHALL HAVE BEEN
SATISFIED.
2.2
"FORBEARANCE DEFAULT" MEANS:
(A)
AFTER GIVING EFFECT TO THE AGREEMENTS OF THE PARTIES SET
FORTH HEREIN, THE OCCURRENCE OF ANY DEFAULT OR EVENT OF DEFAULT OTHER THAN THE
SPECIFIED EVENTS OF DEFAULT; OR
(B)
THE FAILURE OF ANY REPRESENTATION OR WARRANTY MADE BY ANY
BORROWER OR ANY OTHER CREDIT PARTY UNDER OR IN CONNECTION WITH THIS FORBEARANCE
(INCLUDING ANY REPRESENTATION OR WARRANTY REQUIRED TO BE MADE FROM TIME TO TIME
PURSUANT TO SECTION 5.5 OF THIS FORBEARANCE) TO BE TRUE AND COMPLETE IN ALL
MATERIAL RESPECTS AS OF THE DATE WHEN MADE; OR
(C)
AT ANY TIME DURING THE FIRST SIXTY (60) DAYS OF THE
FORBEARANCE PERIOD (SUCH PERIOD, THE "INITIAL FORBEARANCE PERIOD"), THE US
BORROWER SHALL HAVE BORROWING AVAILABILITY OF LESS THAN U.S. $1,000,000 FOR MORE
THAN ANY TWO (2) CONSECUTIVE BUSINESS DAYS; OR
(D)
THE FAILURE, AS OF THE TENTH (10TH) BUSINESS DAY AFTER THE
EXPIRATION OF THE INITIAL FORBEARANCE PERIOD AND AS OF THE END OF EACH SEVEN (7)
DAY PERIOD THEREAFTER, OF THE US BORROWER TO HAVE AN AVERAGE DAILY BORROWING
AVAILABILITY FOR THE IMMEDIATELY PRECEDING TEN (10) BUSINESS DAYS OF AT LEAST
U.S. $8,000,000; OR
S-2
(E)
ANY DEFAULT (OTHER THAN ANY OTHER FORBEARANCE DEFAULT) BY
BORROWERS OR ANY OTHER CREDIT PARTY UNDER THIS FORBEARANCE, INCLUDING, WITHOUT
LIMITATION, A BREACH BY SUCH BORROWER OR CREDIT PARTY OF ANY COVENANT OR
OBLIGATION SPECIFIED BELOW OR THE FAILURE OF ANY BORROWER OR ANY OTHER CREDIT
PARTY TO PERFORM ANY OF ITS OBLIGATIONS HEREUNDER, AND, EXCEPT WITH RESPECT TO A
BREACH OF THIS