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EXHIBIT 4.29
THE CERPLEX GROUP, INC.
July 10, 1997
VIA FACSIMILE TRANSMISSION
To the Persons on the Distribution List
Attached Hereto
Ladies and Gentlemen:
We refer to that certain Waiver Agreement (the "Waiver
Agreement"), dated as of June 30, 1997, among The Cerplex Group, Inc., The
Northwestern Mutual Life Insurance Company, Xxxx Xxxxxxx Mutual Life Insurance
Company and North Atlantic Smaller Companies Investment Trust plc. Capitalized
terms are used herein with the meanings assigned thereto in the Waiver
Agreement.
We hereby request that you amend the Waiver Agreement by
deleting the date "July 10, 1997" set forth in clause (ii) of the first
sentence of Section 1 of the Waiver Agreement and substituting "August 8, 1997"
therefor.
We hereby represent to each of you that (after giving effect
to the Waiver Agreement, as amended hereby) no Default or Event of Default
under the Note Purchase Agreement exists as of the date hereof and that the
warranties and representations set forth in Section 2 of the Waiver Agreement
are true and correct as of the date hereof.
The aforesaid amendment shall become effective upon the
execution of a counterpart of this letter by each of you and upon the Limited
Waiver, dated as of July 10, 1997, among the Company and the holders of Senior
Debt becoming effective.
Except as specifically provided in this letter, no terms or
provisions of the Waiver Agreement have been modified or changed by this
letter.
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If you are in agreement with the foregoing, please execute the
copy of this letter attached hereto and return it (via facsimile transmission)
to your counsel, Xxxx & Xxxxxx (860-278-8968).
Sincerely,
THE CERPLEX GROUP, INC.
By_________________________
Name:
Title:
AGREED and CONSENTED TO:
THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY
By:________________________________________
Name:
Title:
XXXX XXXXXXX MUTUAL LIFE INSURANCE COMPANY
By:________________________________________
Name:
Title:
NORTH ATLANTIC SMALLER COMPANIES INVESTMENT TRUST PLC
By:________________________________________
Name:
Title:
