Waiver and Amendment to Credit Agreement between GE Capital and Vodavi Communications Systems, Inc.

Summary

This agreement is between General Electric Capital Corporation and Vodavi Communications Systems, Inc. It grants Vodavi a waiver for a default related to inventory turnover requirements for the period ending March 31, 2001, and amends the calculation of EBITDA to exclude up to $1.8 million in special charges from the same period. All other terms of the original credit agreement remain unchanged and in effect.

EX-10.44 2 ex10-44.txt WAIVER AND AMENDMENT OF CREDIT AGREEMENT Exhibit 10.44 [LETTERHEAD OF GE CAPITAL COMMERCIAL FINANCE, INC.] May 11, 2001 David Husband VP Finance/CFO Vodavi Communications Systems, Inc. 8300 East Raintree Dr. Scottsdale, Arizona 85260 Re: Waiver and Amendment of Credit Agreement Dear David, This Waiver and Amendment is written in response to your request for a waiver of a default under Section 7.10(c) (Maximum Inventory Turnover Days covenant) and a modification of the definition of EBITDA for the purposes of calculating the Fixed Charge Coverage covenant in Section 7.10(b) of the Credit Agreement by and between General Electric Capital Corporation ("Lender") and Vodavi Communications Systems, Inc. ("Vodavi") as amended and restated as of June 11, 1997 and as amended from time to time (the "Credit Agreement"). Per your letter dated May 5, 2001 you have indicated that Vodavi was in violation of the maximum inventory turnover days covenant and that Vodavi would recognize approximately $1.8 million in special charges in the first quarter relating to a restructuring plan aimed at reducing the company's operating expenses to coincide with its current sales outlook. Pursuant to your request, Lender hereby waives the default under Section 7.10(c) for the period ended March 31, 2001 and hereby amends the definition of "EBITDA" to exclude the special charges taken during the fiscal quarter ended March 31, 2001 (in an amount not to exceed $1.8 million). Except as expressly provided in this Waiver and Amendment, the execution, delivery, and effectiveness of this letter agreement shall not (i) limit, impair, constitute a waiver of, or otherwise affect any right, power, or remedy of Lender under the Loan Agreement or any other Loan Document, (ii) constitute a waiver of any provision in the Loan Agreement or in any of the other Loan Documents, or (iii) alter, modify, amend, or in any way affect any of the terms, conditions, obligations, convenants, or agreements contained in the Loan Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective duly authorized officers, as of the date first above written. VODAVI COMMUNICATIONS SYSTEMS, INC. By: /s/ David A. Husband ------------------------------------ Name: David A. Husband Title: CFO GENERAL ELECTRIC CAPITAL CORPORATION By: /s/ Timothy J. Rafanello ------------------------------------ Name: Timothy J. Rafanello Title: Duly Authorized Signatory