Exhibit 10.5
WAIVER UNDER ESOP CREDIT AGREEMENT
WAIVER dated as of December 29, 1995 under the
$130,022,336 Amended and Restated Credit Agreement
dated as of November 29, 1994, as amended (the
"Credit Agreement") among POLAROID CORPORATION (the
"Company"), the BANKS party thereto (the "Banks"),
ABN AMRO BANK N.V., as Co-Agent and ▇▇▇▇▇▇ 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/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
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Title: V.P. & Treasurer
▇▇▇▇▇▇ GUARANTY TRUST COMPANY
OF NEW YORK
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: Vice President
ABN AMRO BANK N.V.
By /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Vice President
By /s/ R.E. ▇▇▇▇▇ ▇▇▇▇▇▇
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Title: Group Vice President
CREDIT LYONNAIS NEW YORK BRANCH
By
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Title:
CREDIT SUISSE
By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇
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Title: Associate
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Title: Member of Sr. Management
PNC BANK, NATIONAL ASSOCIATION
By /s/ ▇▇▇▇ ▇▇▇▇▇
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Title: Assistant Vice President
THE TORONTO DOMINION BANK
By
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Title:
WACHOVIA BANK OF NORTH
CAROLINA, N.A.
By /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Title: Executive Vice President
DEUTSCHE BANK AG, NEW YORK BRANCH
By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Assistant Vice President
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Title: Vice President
DEUTSCHE BANK AG, CAYMAN ISLANDS BRANCH
By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Assistant Vice President
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Title: Vice President
FLEET BANK OF MASSACHUSETTS,
N.A.
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Vice President
