Exhibit 10.4
WAIVER UNDER REVOLVING CREDIT AGREEMENT
WAIVER dated as of December 29, 1995 under the
$150,000,000 Credit Agreement dated as of August 24, 1994,
as amended (the "Credit Agreement") among POLAROID
CORPORATION (the "Company"), the BANKS party thereto (the
"Banks"), and XXXXXX GUARANTY TRUST COMPANY OF NEW YORK, as
Agent (the "Agent").
WHEREAS, on December 19, 1995 the Company announced a
restructuring plan that will result in a total pre-tax
special charge of $195 million, of which $155 million will
be charged in the fourth quarter of fiscal 1995 and $40
million in fiscal 1996; and
WHEREAS, the Company has asked the Banks to waive
compliance with the financial covenants set forth in Section
5.07, 5.08 and 5.09 of the Credit Agreement until February
29, 1996 to allow the Company and the Banks time to
negotiate an amendment to the Credit Agreement dealing with
issues raised by said special charge (the "Proposed
Amendment");
NOW, THEREFORE, the undersigned parties hereto agree as
follows:
SECTION 1. Definitions, References. Unless otherwise
specifically defined herein, each term used herein which is
defined in the Credit Agreement has the meaning assigned to
such term in the Credit Agreement.
SECTION 2. Waivers. The undersigned Banks waive any
Default or Event of Default arising from any failure by the
Company to comply with the provisions of Sections 5.07, 5.08
and 5.09 of the Credit Agreement during the period from and
including December 19, 1995 to and including the earlier of
(i) February 29, 1996 and (ii) the date on which the
Proposed Amendment becomes effective.
SECTION 3. Governing Law. This Waiver shall be
governed by and construed in accordance with the laws of the
State of New York.
SECTION 4. Counterparts; Effectiveness. This Waiver
may be signed in any number of counterparts, each of which
shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
This Waiver shall become effective when the Agent shall have
received from each of the Company and the Required Banks
either a counterpart hereof signed by such party or telex,
facsimile or other written confirmation that such party has
signed a counterpart hereof.
IN WITNESS WHEREOF, the undersigned parties hereto
have caused this Waiver to be duly executed by their
respective authorized officers as of the day and year first
above written.
POLAROID CORPORATION
By /s/ Xxxxxx X. Xxxxx, Xx.
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Title: V.P. & Treasurer
XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK
By /s/ Xxxxxxx Xxxxxxxx
------------------------
Title: Vice President
ABN AMRO BANK N.V.
By /s/ Xxxx X. Xxxxxxx
------------------------
Title: Vice President
By /s/ R.E. Xxxxx Xxxxxx
------------------------
Title: Group Vice President
THE FIRST NATIONAL BANK
OF BOSTON
By /s/ Xxxxx X. Xxxxxx
------------------------
Title: Director
THE FIRST NATIONAL BANK
OF CHICAGO
By /s/ Xxxxxxxx Xxxxxxx
------------------------
Title: Vice President
THE MITSUBISHI BANK, LIMITED
(acting through its New York
Branch)
By
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Title:
NATIONSBANK, N.A.
By /s/ Xxxx Xxxxxxxxxx
------------------------
Title: Vice President
WACHOVIA BANK OF GEORGIA,
N.A.
By /s/ Xxxxxxxx Xxxxxxxxx
------------------------
Title: Sr. Vice President
