1
EXHIBIT 10.41
FIRST AMENDMENT TO EUROPEAN CREDIT AGREEMENT
dated as of September 25, 1998,
among
INGRAM MICRO INC., and
INGRAM EUROPEAN COORDINATION CENTER N.V.,
as the Primary Borrowers and Guarantors, and
CERTAIN FINANCIAL INSTITUTIONS,
as the Relevant Required Lenders
amending the US $500,000,000
EUROPEAN CREDIT AGREEMENT
dated as of October 28, 1997,
also among
INGRAM MICRO INC., and
INGRAM EUROPEAN COORDINATION CENTER N.V.,
as the Primary Borrowers and Guarantors,
CERTAIN FINANCIAL INSTITUTIONS,
as the Lenders,
THE BANK OF NOVA SCOTIA,
as Administrative Agent for the Lenders,
and
NATIONSBANK, N.A.
(successor in interest by merger to NationsBank of Texas, N.A.),
as Documentation Agent for the Lenders,
as arranged by
THE BANK OF NOVA SCOTIA and
NATIONSBANC CAPITAL MARKETS, INC.,
as the Arrangers
PREPARED BY HAYNES AND BOONE, L.L.P.
2
FIRST AMENDMENT TO EUROPEAN CREDIT AGREEMENT
THIS DOCUMENT is entered into as of September 25, 1998, among:
INGRAM MICRO INC., a corporation organized and existing under the laws
of the State of Delaware, United States of America ("MICRO");
INGRAM EUROPEAN COORDINATION CENTER N.V., a company organized and
existing under the laws of The Kingdom of Belgium ("COORDINATION
CENTER," and collectively with Micro, the "PRIMARY BORROWERS"); and
The financial institutions executing this document as Lenders (the
"RELEVANT REQUIRED LENDERS").
(see PARAGRAPH 1 below regarding defined terms)
This document is being executed and delivered to amend certain
provisions of the European Credit Agreement (as renewed, extended, amended, or
supplemented, the "CREDIT AGREEMENT") dated as of October 28, 1997, among (a)
the Primary Borrowers; (b) certain Lenders (which includes the Relevant Required
Lenders); and (c) The Bank of Nova Scotia ("SCOTIABANK"), as administrative
agent for the Lenders (in such capacity, the "ADMINISTRATIVE AGENT"), and
NationsBank, N.A. (successor in interest by merger to NationsBank of Texas,
N.A.) ("NATIONSBANK"), as documentation agent for the Lenders (in such capacity,
the "DOCUMENTATION AGENT"), both of which are collectively the "AGENTS".
Effective December 22, 1997, Micro Singapore ceased to be a Subsidiary of Micro,
and effective January 15, 1998, in accordance with SECTION 11.16 of the Credit
Agreement, Micro Singapore ceased to be a Supplemental Borrower and a Guarantor
under the Credit Agreement.
The Relevant Required Lenders have agreed, upon and subject to the
terms and conditions of this document, to alter the terms of the Credit
Agreement as provided below.
ACCORDINGLY, for adequate and sufficient consideration, the Borrowers
and the Relevant Required Lenders agree as follows:
1. TERMS AND REFERENCES. Unless otherwise stated in this document, terms defined
in the Credit Agreement have the same meanings when used in this document and
references to "ARTICLES," "SECTIONS," "SCHEDULES," and "EXHIBITS" are to the
Credit Agreement's articles, sections, schedules, and exhibits.
2. AMENDMENTS. Subject to PARAGRAPH 3 but otherwise effective as of the date of
this document, the Credit Agreement is amended as follows:
A. SECTION 1.1 is amended by adding or entirely amending, as the case
may be, the following defined terms in alphabetical order with all other defined
terms in that section:
"ACQUIRED EXISTING DEBT AND LIENS" means, for a
period of 90 days following the acquisition or merger of a
Person by or into Micro or any of its Subsidiaries or the
acquisition of a business unit of a Person or the assets of a
Person or business unit of a Person by Micro or any of its
Subsidiaries, the Indebtedness and Liens of that Person or
business unit that (a) were not incurred in connection with
that acquisition or merger and do not constitute any
refinancing of Indebtedness so incurred and (b) were in
existence at the time of that acquisition or merger.
3
"ADDITIONAL PERMITTED LIENS" means, as of any date
(a) Liens securing Indebtedness and not described in CLAUSES
(a) through (l) of SECTION 8.2.2, but only to the extent that
(i) the Amount of Additional Liens on that date does not
exceed twenty percent (20%) of Consolidated Tangible Net Worth
on that date and (ii) Borrowers are otherwise in compliance
with SECTION 8.2.1(b), and (b) Liens constituting Acquired
Existing Debt and Liens on that date.
"FOREIGN SUBSIDIARY" means any Subsidiary that is not
domiciled in the United States.
"MICRO SINGAPORE" is defined in the preamble but is
no longer party to any Loan Document.
"SENIOR CONSOLIDATED FUNDED DEBT" means, as of any
date of determination, the total of all Consolidated Funded
Debt of Micro and its Consolidated Subsidiaries outstanding on
such date that ranks PARI PASSU with the Obligations.
B. The definition of "Material Asset Acquisition" in SECTION 1.1 is
amended to add the words "or 8.2.9(d)" at the end of it.
C. In the definition of "Total Indebtedness of Subsidiaries" in SECTION
1.1 (i) the word "and" before CLAUSE (b) is replaced with a comma and (ii) a new
CLAUSE (c) is added as follows:
, and (c) any Indebtedness under any Loan Document (as defined
in this Agreement, the Canadian Credit Agreement, and the U.S.
Credit Agreement).
D. SECTION 1.1 is amended by entirely deleting the definitions of the
terms "Consolidated Current Assets," "Consolidated Current Liabilities," and
"Consolidated Current Ratio".
E. SECTION 6.3.3 is amended by adding the parenthetical "(OTHER THAN a
Foreign Subsidiary)" after the 18th and 19th words "Material Subsidiary" in that
section.
F. A new SECTION 7.18 is added as follows:
SECTION 7.18 YEAR 2000. Micro believes that its
computer applications that are material to its business and
operations will be able to perform properly date-sensitive
functions for all dates on and after January 1, 2000, EXCEPT
to the extent that a failure to do so would not reasonably be
expected to have a Material Adverse Effect.
G. SECTION 8.1.10 is amended by adding the parenthetical "(OTHER THAN
Foreign Subsidiaries)" after the 9th word "Subsidiaries" in CLAUSE (c) of that
section.
H. SECTION 8.2.1(b) is entirely amended as follows:
(b) Micro will not at the end of any Fiscal Period
permit (i) Total Indebtedness of Subsidiaries (OTHER THAN
Indebtedness of any Guarantor and Indebtedness constituting
Acquired Existing Debt and Liens) to exceed twenty percent
(20%) of Consolidated Tangible Net Worth, or (ii) SECTION
8.2.2(m) to be violated.
FIRST AMENDMENT
4
I. SECTIONS 8.2.2(k) and (l) are entirely amended as follows:
(k) Liens of the nature referred to in CLAUSE (b) of
the definition of the term "LIEN" and granted to a purchaser
or any assignee of such purchaser which has financed the
relevant purchase of Trade Accounts Receivable of any Borrower
or any of their respective subsidiaries and Liens on any
related property that would ordinarily be subject to a Lien in
connection therewith such as proceeds and records;
(l) Liens on accounts receivable of Micro Canada with
respect to any accounts receivable securitization program and
on any related property that would ordinarily be subject to a
Lien in connection therewith such as proceeds and records; and
J. SECTION 8.2.3(a) is entirely amended as follows:
(a) [INTENTIONALLY BLANK]
K. SECTION 8.2.3(c) is entirely amended as follows:
(c) (i) the ratio of (A) the average daily balances
of Senior Consolidated Funded Debt during any Fiscal Period to
(B) Consolidated EBITDA for the period of four Fiscal Periods
ending on the last day of such Fiscal Period to exceed 3.5 to
1.0; and (ii) the ratio of (A) the average daily balances of
Consolidated Funded Debt during any Fiscal Period (B) to
Consolidated EBITDA for the period of four Fiscal Periods
ending on the last day of such Fiscal Period to exceed 4.0 to
1.0;
PROVIDED THAT, for purposes of calculating the preceding
ratios (A) Consolidated Funded Debt on any day shall be the
amount otherwise determined pursuant to the definition thereof
plus the amount of Consolidated Transferred Receivables on
such day, and (B) the contribution of any Subsidiary of Micro
acquired (to the extent the acquisition is treated for
accounting purposes as a purchase) during those four Fiscal
Periods to Consolidated EBITDA shall be calculated on a PRO
FORMA basis as if it had been a Subsidiary of Micro during all
of those four Fiscal Periods.
L. SECTION 8.2.3(d) is entirely amended as follows:
(d) the Consolidated Tangible Net Worth at the end of
any Fiscal Period to be less than the SUM of (i) 90% of
Consolidated Tangible Net Worth at the end of the Fiscal Year
ending nearest to December 31, 1997, PLUS (ii) 50% of
Consolidated Net Income (without taking into account any
losses incurred in any Fiscal Year) for each Fiscal Year ended
thereafter that ends on or before the last day of that Fiscal
Period.
M. The proviso in SECTION 8.2.4 is entirely amended as follows:
; PROVIDED, HOWEVER, THAT, Micro may redeem, purchase
or acquire (a) any of its capital stock (i) issued to
employees pursuant to any Plan or other contract or
arrangement relating to employment upon the termination of
employment or other events or (ii) in a transaction
contemplated by the Transition Agreements and (b) any of its
Indebtedness that is convertible into its securities.
FIRST AMENDMENT
5
N. The words "such or" are deleted as the 27th and 28th words of
the last sentence of Section 8.2.6.
O. SECTION 8.2.7(a) is entirely amended as follows:
(a) No Borrower may make any Material Asset
Acquisition UNLESS no Event of Default exists or would exist
after giving effect to the proposed Material Asset
Acquisition.
P. SECTION 8.2.9 is amended as follows:
(1) The word "and" is deleted at the end of SECTION 8.2.9(b).
(2) SECTION 8.2.9(c) is entirely amended as follows:
(c) so long as no Event of Default has occurred and
is continuing or would occur after giving effect thereto,
Micro and any Subsidiary of Micro may Dispose of assets in
transactions exclusively among Micro and any of its
Subsidiaries or among Subsidiaries of Micro that satisfy the
requirements of SECTION 8.2.6; PROVIDED THAT, notwithstanding
any provision hereof to the contrary, in the event that,
immediately after giving effect to any Disposition described
in this CLAUSE (c) to a Subsidiary of Micro, such Subsidiary
shall own assets constituting at least ten percent (10%) of
Consolidated Assets determined as of the last day of the most
recently completed Fiscal Period, such Subsidiary of Micro
shall be deemed a Material Subsidiary for all purposes
hereunder as of the date of such Disposition and Micro shall
cause any such Material Subsidiary (UNLESS a Foreign
Subsidiary) promptly to execute and deliver an Additional
Guaranty in favor of the Lender Parties in accordance with
SECTION 8.1.10; and
(3) A new SECTION 8.2.9(d) is added as follows:
(d) subject to SECTION 8.2.8, any Borrower may (and
may permit any of its Subsidiaries to) sell, assign, grant a
Lien in, or otherwise transfer any interest in its Trade
Accounts Receivable and related property such as proceeds and
records.
Q. The last parenthetical phrase in SECTION 9.1.3 that begins with the
word "excluding" is entirely deleted.
R. The last parenthetical in SECTION 9.1.5 is entirely amended as
follows:
(without the giving of further notice or lapse of additional
time)
S. SECTION 11.16(a) is amended by adding the phrase "and the other Loan
Documents" at the end thereof.
FIRST AMENDMENT
6
I. CONDITIONS PRECEDENT. Notwithstanding any contrary provision, PARAGRAPH 2
above is not effective unless and until (A) all principal, interest, fees,
costs, and expenses due under the Credit Agreement (as amended by this
document), all fees payable to either Agent in connection with this document as
agreed to between such Agent and Micro, and all outstanding fees and expenses of
counsel to the Agents are, in each case, paid in full to the extent due and
payable (and, unless an amount is otherwise provided by the Loan Documents and
without waiving the right for subsequent reimbursement in accordance with the
Loan Documents, to the extent that a reasonably detailed invoice is presented to
Micro by September 21, 1998) after giving effect to this document and (B) the
Administrative Agent receives either (i) counterparts of this document duly
executed and delivered by an Authorized Person of each Obligor and by the
Required Lenders or (ii) facsimile, telegraphic, or other written confirmation
of the execution of counterparts of this document.
I. REPRESENTATIONS. To induce the Relevant Required Lenders to enter into this
document, the Borrowers (for themselves and each other Obligor) jointly and
severally represent and warrant to the Agents and the Lenders as follows:
A. CREDIT AGREEMENT. Each of the representations and warranties of each
Obligor set forth in ARTICLE VII of the Credit Agreement (excluding those
contained in SECTION 7.8) is true and correct as though made on and as of the
date of this document (unless stated to relate solely to an earlier date, in
which case, such representations and warranties were true and correct as of such
earlier date) with each reference in those representations to "this Agreement,"
the "Loan Documents," "hereof," "hereunder," "thereof," "thereunder," and words
of like import being, for purposes of this clause, references to the Credit
Agreement and the Loan Documents, in each case as amended or waived by this
document.
B. ENFORCEABILITY. Upon execution and delivery by the Obligors and the
Required Lenders, this document will constitute a valid and binding agreement of
each Obligor, enforceable against it in accordance with this document's terms
except as such enforcement may be limited by applicable bankruptcy, insolvency,
reorganization, or other similar laws relating to or limiting creditors' rights
generally or by general principles of equity.
C. OBLIGORS. As of the date of, and after giving effect to, this
document, the only Obligors under the Credit Agreement and Loan Documents are
Micro; Coordination Center; Ingram Micro, Inc., a corporation organized and
existing under the laws of the Province of Ontario, Canada; Ingram Micro
Holdings Limited, a corporation organized and existing under the laws of the
United Kingdom; and Ingram Micro (UK) Limited, a corporation organized and
existing under the laws of the United Kingdom.
I. RATIFICATIONS. To induce the Relevant Required Lenders to enter into this
document each Borrower (and, by its execution below, each other Obligor) (A)
ratifies and confirms all provisions of the Credit Agreement and other Loan
Documents to which it is a party, as amended or waived by this document, and (B)
ratifies and confirms that all guaranties granted in favor of any of the Agents
or the Lenders under the Loan Documents (as they may have been renewed,
extended, amended, or supplemented) are not released, reduced, or otherwise
adversely affected by this document, or any other Loan Document, and continue to
guarantee full payment and performance of the present and future Obligations.
FIRST AMENDMENT
7
I. MISCELLANEOUS.
A. CREDIT AGREEMENT AND LOAN DOCUMENTS. Upon the effectiveness of
PARAGRAPH 2 above as provided in PARAGRAPH 3 above, all references in the Loan
Documents to the "Credit Agreement" refer to the Credit Agreement as amended by
this document. This document is a "Loan Document" referred to in the Credit
Agreement, and the provisions relating to Loan Documents in ARTICLES I and IX
are incorporated in this document by reference. Except as specifically amended
and modified in this document, the Credit Agreement is unchanged and continues
in full force and effect. No change or waiver of any provision of this document
is valid unless in a writing that is signed by the party against whom it is
sought to be enforced.
B. GOVERNING LAW. This document shall be deemed to be a contract made
under and governed by English laws.
C. COUNTERPARTS. This document may be executed in any number of
counterparts with the same effect as if all signatories had signed the same
document. All counterparts shall be construed together to constitute one and the
same document.
REMAINDER OF PAGE INTENTIONALLY BLANK. THIS PAGE IS
FOLLOWED BY A SIGNATURE PAGE FOR THE OBLIGORS, FOLLOWED BY SEPARATE
SIGNATURE PAGES FOR THE RELEVANT REQUIRED LENDERS.
FIRST AMENDMENT
8
EXECUTED as of the date first stated in this First Amendment to
European Credit Agreement.
INGRAM MICRO INC., as a Primary INGRAM EUROPEAN COORDINATION
Borrower and a Guarantor CENTER N.V., as a Primary Borrower
and a Guarantor
By /s/ James F. Ricketts By /s/ Michael J. Grainger
------------------------------- -------------------------------
James F. Ricketts, Vice Michael J. Grainger, Authorized
President & Worldwide Treasurer Representative
ADDRESS: 1600 E. St. Andrew Place ADDRESS: Luchthavenlaan 25A
Santa Ana, CA 92705 B-1800 Vilvoorde
Belgium
FACSIMILE NO.: 714-566-7873 FACSIMILE NO.: 011-32-2-254-9290
ATTENTION: James F. Ricketts ATTENTION: Stephen Gill
The undersigned Obligors consent and agree in all respects to PARAGRAPH
5 and all other provisions of the foregoing First Amendment to European Credit
Agreement as Obligors under the European Credit Agreement and all related Loan
Documents.
INGRAM MICRO HOLDINGS LTD., INGRAM MICRO INC.,
as an Obligor an Ontario, Canada corporation, as an
Obligor
By /s/ Stephen Gill By /s/ Michael J. Grainer
------------------------------- -------------------------------
Name: Stephen Gill Michael J. Grainger, Attorney
Title: VP, Finance & CFO Europe
ADDRESS: Ingram House ADDRESS: 230 Barmac Drive
Garamonde Drive Weston, Ontario
Wymbush Canada, M9L 2Z3
Milton Keynes
Bucks MK8 8DF
FACSIMILE NO.: 011-32-2-254-9290 FACSIMILE NO.: 416-740-8623
ATTENTION: Stephen Gill ATTENTION: Robert E. Carbrey
9
INGRAM MICRO (UK) LTD.,
as an Obligor
By /s/ Stephen Gill
-------------------------------
Name: Stephen Gill
Title: VP, Finance & CFO Europe
ADDRESS: Ingram House
Garamonde Drive
Wymbush
Milton Keynes
Bucks MK8 8DF
FACSIMILE NO.: 011-32-2-254-9290
ATTENTION: Stephen Gill
10
EXECUTED as of the date first stated in this First Amendment to
European Credit Agreement.
THE BANK OF NOVA SCOTIA, as the
Administrative Agent
By /s/ O.M. McMahon
--------------------------------------
O.M. McMahon, Manager
ADDRESS FOR NOTICES:
Scotia House
33 Finsbury Square
London, England EC2A 1BB
FACSIMILE NO.: 011-44-171-826-5857
ATTENTION: Marian Staples
ADDRESS FOR PAYMENT OF FEES:
Scotia House
33 Finsbury Square
London, England EC2A 1BB
FACSIMILE NO.: 011-44-171-826-5857
ATTENTION: Marian Staples
11
EXECUTED as of the date first stated in this First Amendment to
European Credit Agreement.
INITIAL
COMMITMENT
PERCENTAGE AMOUNT
8.5% $42,500,000 SCOTIABANK EUROPE PLC, (formerly named
in the Credit Agreement as The Bank of
Nova Scotia) as a Lender
By /s/ Yousuf Omar
Name: Yousuf Omar
Title: Senior Vice President
LENDING OFFICE FOR OTHER ADDRESS FOR NOTICES:
LOANS:
Scotia House Scotia House
33 Finsbury Square 33 Finsbury Square
London, England EC2A 1BB London, England EC2A 1BB
FACSIMILE NO.: 011-44-171-826-5617 FACSIMILE NO.: 011-44-171-826-5617
ATTENTION: David Sparks ATTENTION: Managing Director
LENDING OFFICE FOR LOANS ADDRESS FOR PAYMENT OF FEES:
TO MICRO:
Scotia House
Scotia House 33 Finsbury Square
33 Finsbury Square London, England EC2A 1BB
London, England EC2A 1BB
FACSIMILE NO.: 011-44-171-826-5617
FACSIMILE NO.: 011-44-171-826-5617
ATTENTION: David Sparks
ATTENTION: David Sparks
FIRST AMENDMENT
12
EXECUTED as of the date first stated in this First Amendment to
European Credit Agreement.
INITIAL
COMMITMENT
PERCENTAGE AMOUNT
8.5% $42,500,000
NATIONSBANK OF TEXAS, N.A., as the
Documentation Agent and as a Lender
By_______________________________________
Name:__________________________________
Title:_________________________________
LENDING OFFICE FOR LOANS TO MICRO: ADDRESS FOR NOTICES:
901 Main Street New Broad Street House
13th Floor 35 New Broad Street
Dallas, TX 75202 London, England EC2M 1NH
FACSIMILE NO.: 214-508-2515 FACSIMILE NO.: 011-44-171-282-6831
ATTENTION: Agency Services ATTENTION: 011-44-171-282-6831
LENDING OFFICE FOR OTHER LOANS: ADDRESS FOR PAYMENT OF FEES:
New Broad Street House New Broad Street House
35 New Broad Street 35 New Broad Street
London, England EC2M 1NH London, England EC2M 1NH
FACSIMILE NO.: 011-44-171-282-6831 FACSIMILE NO.: 011-44-171-282-6831
ATTENTION: Melanie Harries ATTENTION: Melanie Harries
FIRST AMENDMENT
13
EXECUTED as of the date first stated in this First Amendment to
European Credit Agreement.
INITIAL
COMMITMENT
PERCENTAGE AMOUNT
5.0% $25,000,000 BANCO SANTANDER, as a Lender
By_______________________________________
Name:__________________________________
Title:_________________________________
By_______________________________________
Name:__________________________________
Title:_________________________________
LENDING OFFICE FOR LOANS TO MICRO: ADDRESS FOR NOTICES:
Banco Santander, New York Branch Banco Santander, New York Branch
45 East 53rd Street 45 East 53rd Street
New York, NY 10022 New York, NY 10022
FACSIMILE NO.: 212-350-3690 FACSIMILE NO.: 212-350-3647 212-350-3690
ATTENTION: Ligia Castro ATTENTION: Ligia Castro/Dom Rodriguez
LENDING OFFICE FOR OTHER LOANS: ADDRESS FOR PAYMENT OF FEES:
Banco Santander, New York Branch Banco Santander, New York Branch
45 East 53rd Street 45 East 53rd Street
New York, NY 10022 New York, NY 10022
FACSIMILE NO.: 212-350-3690 FACSIMILE NO.: 212-350-3690
ATTENTION: Ligia Castro ATTENTION: Ligia Castro
FIRST AMENDMENT
14
EXECUTED as of the date first stated in this First Amendment to
European Credit Agreement.
INITIAL
COMMITMENT
PERCENTAGE AMOUNT
5.0% $25,000,000 BANK OF AMERICA NT & SA, as a Lender
By /s/ Brian K. Chin
--------------------------------------
Name: Brian K. Chin
Title: Vice President
LENDING OFFICE FOR LOANS TO MICRO: ADDRESS FOR NOTICES:
1850 Gateway Blvd. Henrijean House
Concord, CA 94520 Uitbreidingstraat 180, B-6
2600 Antwerp
FACSIMILE NO.: 510-675-7531 Belgium
ATTENTION: Ms. Shareen Watson FACSIMILE NO.: 011-323-280-4296
ATTENTION: Jos Sprenghers
LENDING OFFICE FOR OTHER LOANS: ADDRESS FOR PAYMENT OF FEES:
Henrijean House Henrijean House
Uitbreidingstraat 180, B-6 Uitbreidingstraat 180, B-6
2600 Antwerp 2600 Antwerp
Belgium Belgium
FACSIMILE NO.: 011-323-280-4296 FACSIMILE NO.: 011-323-280-4296
ATTENTION: Jos Sprenghers ATTENTION: Jos Sprenghers
FIRST AMENDMENT
15
EXECUTED as of the date first stated in this First Amendment to
European Credit Agreement.
INITIAL
COMMITMENT
PERCENTAGE AMOUNT
5.0% $25,000,000
COMMERZBANK AKTIENGESELLSCHAFT,
BRUSSELS BRANCH, as a Lender
By_______________________________________
Name:__________________________________
Title:_________________________________
LENDING OFFICE FOR LOANS TO MICRO: ADDRESS FOR NOTICES:
Commerzbank Aktiengesellschaft, Commerzbank Aktiengesellschaft,
Brussels Branch Brussels Branch
Boulevard Louis Schmidt 87 Boulevard Louis Schmidt 87
B-1040, Brussels B-1040, Brussels
FACSIMILE NO.: 32-0-27-43-1911 FACSIMILE NO.: 32-0-27-43-1911
ATTENTION: Erik Kennis ATTENTION: Erik Kennis
LENDING OFFICE FOR OTHER LOANS: ADDRESS FOR PAYMENT OF FEES:
Commerzbank Aktiengesellschaft, Commerzbank Aktiengesellschaft,
Brussels Branch Brussels Branch
Boulevard Louis Schmidt 87 Boulevard Louis Schmidt 87
B-1040, Brussels B-1040, Brussels
FACSIMILE NO.: 32-0-27-43-1911 FACSIMILE NO.: 32-0-27-43-1911
ATTENTION: Erik Kennis ATTENTION: Erik Kennis
FIRST AMENDMENT
16
EXECUTED as of the date first stated in this First Amendment to
European Credit Agreement.
INITIAL
COMMITMENT
PERCENTAGE AMOUNT
5% $25,000,000
DEUTSCHE BANK AG, MUNICH BRANCH, as a
Lender
By /s/ Thomas H. Hierholzer
--------------------------------------
Name: Thomas H. Hierholzer
Title: Vice President
By /s/ Joachim Mehlert
--------------------------------------
Name: Joachim Mehlert
Title: Assistant Vice President
LENDING OFFICE FOR LOANS TO MICRO: ADDRESS FOR NOTICES:
Foreign Department Corporations and Institutions
Riesstr. 25 Riesstr. 25
80992 Munich 80992 Munich
Germany Germany
FACSIMILE NO.: 0049-89-2390-2039 FACSIMILE NO.: 0049-89-2390-1383
ATTENTION: Mr. Bernhard Kieninger ATTENTION: Mr. Kieninger
Ms. Schaubeck
LENDING OFFICE FOR OTHER LOANS: ADDRESS FOR PAYMENT OF FEES:
Corporations and Institutions Deutsche Bank AG, Munich Branch
Riesstr. 25 Account-No.: 0052902
80992 Munich Bank-Code: 70070010
Germany Swift: DEUT DE MM
Purpose: Kostenstelle 22 484 000,
FACSIMILE NO.: 0049-89-2390-1383 Ingram Micro Inc.
ATTENTION: Mr. Keininger FACSIMILE NO.: 0049-89-2390-1383
Ms. Schaubeck
ATTENTION: Mr. Kieninger
Ms. Schaubeck
FIRST AMENDMENT
17
EXECUTED as of the date first stated in this First Amendment to
European Credit Agreement.
INITIAL
COMMITMENT
PERCENTAGE AMOUNT
5.0% $25,000,000 THE INDUSTRIAL BANK OF JAPAN, LIMITED,
ATLANTA AGENCY, as a Lender
By /s/ Koichi Hasegawa
--------------------------------------
Name: Koichi Hasegawa
Title: Deputy General Manager
LENDING OFFICE FOR LOANS TO MICRO: ADDRESS FOR NOTICES:
The Industrial Bank of Japan, Limited The Industrial Bank of Japan, Limited
Atlanta Agency Atlanta Agency
One Ninety One Peachtree Tower One Ninety One Peachtree Tower
Suite 3600 Suite 3600
191 Peachtree Street N.E. 191 Peachtree Street N.E.
Atlanta, GA 30303-1757 Atlanta, GA 30303-1757
FACSIMILE NO.: 404-577-6818/
404-524-8509
FACSIMILE NO.: 404-577-6818/
404-524-8509 ATTENTION: Minami Miura/
James Masters
ATTENTION: Minami Miura/
James Masters The Industrial Bank of Japan, Limited
London Branch
Bracken House
One Friday Street
London EC4M 9JA
FACSIMILE NO.: 0171-248-1114
ATTENTION: Ms. Mary Roe/Maurice
Fitzgerald
LENDING OFFICE FOR OTHER LOANS: ADDRESS FOR PAYMENT OF FEES:
The Industrial Bank of Japan, Limited The Industrial Bank of Japan, Limited
London Branch Atlanta Agency
Bracken House One Ninety One Peachtree Tower
One Friday Street Suite 3600
London EC4M 9JA 191 Peachtree Street N.E.
Atlanta, GA 30303-1757
FACSIMILE NO.: 0171-248-1114
FACSIMILE NO.: 404-577-6818
ATTENTION: Ms. Mary Roe
ATTENTION: Minami Miura
FIRST AMENDMENT
18
EXECUTED as of the date first stated in this First Amendment to
European Credit Agreement.
INITIAL
COMMITMENT
PERCENTAGE AMOUNT
5.0% $25,000,000 KBC BANK N.V. (formerly Kredietbank
N.V.), as a Lender
By /s/ Guido Segers
--------------------------------------
Name: Guido Segers
Title: Deputy Regional Manager
By /s/ Hilde Tahon
--------------------------------------
Name: Hilde Tahon
Title: Deputy Credit Manager
LENDING OFFICE FOR LOANS TO MICRO: ADDRESS FOR NOTICES:
KBC Bank N.V. KBC Bank N.V.
with principal office: Diegem Corporate Branch
Arenbergstraat 7 Oude Haachtsesteenweg 105
B-1000 Brussel B-1831 Diegem
FACSIMILE NO.: 32-2-546-4920 FACSIMILE NO.: 32-2-725-72-02
TELEPHONE NO.: 32-2-546-4186 TELEPHONE NO.: 32-2-716-51-76
ATTENTION: 8244 Accounting and ATTENTION: Mr. P. Van den Poel
Reporting
Carine Wuestenberg,
Rita Wolfs
LENDING OFFICE FOR OTHER LOANS: ADDRESS FOR PAYMENT OF FEES:
KBC Bank N.V. KBC Bank N.V.
with principal office: with principal office:
Arenbergstraat 7 Arenbergstraat 7
B-1000 Brussel B-1000 Brussel
FACSIMILE NO.: 32-2-546-4920 FACSIMILE NO.: 32-2-546-4920
TELEPHONE NO.: 32-2-546-4186 TELEPHONE NO.: 32-2-546-4186
ATTENTION: 8244 Accounting and ATTENTION: 8244 Accounting and Reporting
Reporting Carine Wuestenberg, Rita Wolfs
Carine Wuestenberg,
Rita Wolfs
FIRST AMENDMENT
19
EXECUTED as of the date first stated in this First Amendment to
European Credit Agreement.
INITIAL
COMMITMENT
PERCENTAGE AMOUNT
5.0% $25,000,000
LANDESBANK RHEINLAND-PFALZ -
GIORZENTRALE, as a Lender
By /s/ Ulrich Voepel
--------------------------------------
Name: Ulrich Voepel
Title: Vice President
By /s/ Robert Wagner
--------------------------------------
Name: Robert Wagner
Title: Manager
LENDING OFFICE FOR LOANS TO MICRO: ADDRESS FOR NOTICES:
Landesbank Rheinland Pfalz - Landesbank Rheinland Pfalz - Girozentrale
Girozentrale Grobe Bleiche 54-56
Grobe Bleiche 54-56 D 55098 Mainz
D 55098 Mainz Germany
Germany
FACSIMILE NO.: 0049-6131-13-2684 FACSIMILE NO.: 0049-6131-13-2684 (Voepel)
(Voepel) 0049-6131-13-2599 (Wagner)
0049-6131-13-2599
(Wagner)
ATTENTION: Mr. Voepel or Mr. Wagner ATTENTION: Mr. Voepel or Mr. Wagner
LENDING OFFICE FOR OTHER LOANS: ADDRESS FOR PAYMENT OF FEES:
Landesbank Rheinland Pfalz - Bankers Trust, New York
Girozentrale N.Y. 1006
Grobe Bleiche 54-56 Account-Number: 24-101-861
D 55098 Mainz Swift code: BKTR US 33
Germany
FACSIMILE NO.: 0049-6131-13-2684
(Voepel)
0049-6131-13-2599
(Wagner)
ATTENTION: Mr. Voepel or Mr. Wagner
FIRST AMENDMENT
20
EXECUTED as of the date first stated in this First Amendment to
European Credit Agreement.
INITIAL
COMMITMENT
PERCENTAGE AMOUNT
3.0% $15,000,000 BANCA MONTE DEI PASCHI DE SIENA, SPA,
LONDON BRANCH, as a Lender
By /s/ Duncan Fouse
--------------------------------------
Name: Duncan Fouse
Title: Deputy General Manager
By /s/ Colin Harbour
--------------------------------------
Name: Colin Harbour
Title: Senior Manager
LENDING OFFICE FOR LOANS TO MICRO: ADDRESS FOR NOTICES:
9th Floor 122 Leadenhall Street
55 East 59th Street London EC3V 4RH
New York, NY
10022-1112
FACSIMILE NO.: 0171-621-9407
FACSIMILE NO.: 212-891-3661
ATTENTION: Howard Kemp
ATTENTION: Daniele Bastianelli
LENDING OFFICE FOR OTHER LOANS: ADDRESS FOR PAYMENT OF FEES:
122 Leadenhall Street 122 Leadenhall Street
London EC3V 4RH London EC3V 4RH
FACSIMILE NO.: 0171-621-9407 FACSIMILE NO.: 0171-621-9407
ATTENTION: Howard Kemp ATTENTION: Howard Kemp
FIRST AMENDMENT
21
EXECUTED as of the date first stated in this First Amendment to European Credit
Agreement.
INITIAL
COMMITMENT
PERCENTAGE AMOUNT
3.0% $15,000,000 BANK AUSTRIA AKTIENGESELLSCHAFT, as a
Lender
By /s/ Robert TenHave
--------------------------------------
Name: Robert TenHave
Title: S.V.P.
By /s/ Christopher Miller
--------------------------------------
Name: Christopher Miller
Title: A.V.P.
LENDING OFFICE FOR LOANS TO MICRO: ADDRESS FOR NOTICES:
565 Fifth Avenue 565 Fifth Avenue
New York, New York 10017 New York, New York 10017
FACSIMILE NO.: 212-880-1080 FACSIMILE NO.: 212-880-1180
ATTENTION: Mark Nolan ATTENTION: Lynn Perri
LENDING OFFICE FOR OTHER LOANS: ADDRESS FOR PAYMENT OF FEES:
565 Fifth Avenue 565 Fifth Avenue
New York, New York 10017 New York, New York 10017
FACSIMILE NO.: 212-880-1080 FACSIMILE NO.: 212-880-1180
ATTENTION: Mark Nolan ATTENTION: Lynn Perri
FIRST AMENDMENT
22
EXECUTED as of the date first stated in this First Amendment to
European Credit Agreement.
INITIAL
COMMITMENT
PERCENTAGE AMOUNT
3.0% $15,000,000 CREDIT COMMUNAL DE BELQIQUE, as a Lender
By_______________________________________
Name:__________________________________
Title:_________________________________
LENDING OFFICE FOR LOANS TO MICRO: ADDRESS FOR NOTICES:
__________________________________ _________________________________________
__________________________________ _________________________________________
__________________________________ _________________________________________
FACSIMILE NO.:____________________ FACSIMILE NO.:___________________________
ATTENTION:________________________ ATTENTION:_______________________________
LENDING OFFICE FOR OTHER LOANS: ADDRESS FOR PAYMENT OF FEES:
__________________________________ _________________________________________
__________________________________ _________________________________________
__________________________________ _________________________________________
FACSIMILE NO.:____________________ FACSIMILE NO.:___________________________
ATTENTION:________________________ ATTENTION:_______________________________
FIRST AMENDMENT
23
EXECUTED as of the date first stated in this First Amendment to European Credit
Agreement.
INITIAL
COMMITMENT
PERCENTAGE AMOUNT
5.0% $25,000,000 DEN DANSKE BANK, as a Lender
By /S/ Roger Lippold
--------------------------------------
Name: Roger Lippold
Title: Mnaager Legal Department
By /s/ Kieran P. Reyan
--------------------------------------
Name: Kieran P. Reyan
Title: Manager, Syndications
LENDING OFFICE FOR LOANS TO MICRO: ADDRESS FOR NOTICES:
Den Danske Bank, London Branch Den Danske Bank, London Branch
75 King William Street 75 King William Street
London EC4N 7DT London EC4N 7DT
ENGLAND ENGLAND
FACSIMILE NO.: 44-171-410-8001 FACSIMILE NO.: 44-171-410-8001
ATTENTION: Loan Administration ATTENTION: Loan Administration
LENDING OFFICE FOR OTHER LOANS: ADDRESS FOR PAYMENT OF FEES:
Den Danske Bank, London Branch Den Danske Bank, London Branch
75 King William Street 75 King William Street
London EC4N 7DT London EC4N 7DT
ENGLAND ENGLAND
FACSIMILE NO.: 44-171-410-8001 FACSIMILE NO.: 44-171-410-8001
ATTENTION: Loan Administration
FIRST AMENDMENT
24
EXECUTED as of the date first stated in this First Amendment to
European Credit Agreement.
INITIAL
COMMITMENT
PERCENTAGE AMOUNT
3.0% $15,000,000 THE NIKKO BANK (UK) PLC, as a Lender
By_______________________________________
Name:__________________________________
Title:_________________________________
By_______________________________________
Name:__________________________________
Title:_________________________________
LENDING OFFICE FOR LOANS TO MICRO: ADDRESS FOR NOTICES:
Nikko Bank (U.K.) plc Nikko Bank (U.K.) plc
17-21 Godliman Street 17-21 Godliman Street
EC4V 5NB EC4V 5NB
FACSIMILE NO.: 0171-815-0058 FACSIMILE NO.: 0171-815-0058
ATTENTION: Mayumi Bhalla ATTENTION: Mayumi Bhalla
LENDING OFFICE FOR OTHER LOANS: ADDRESS FOR PAYMENT OF FEES:
Nikko Bank (U.K.) plc Nikko Bank (U.K.) plc
17-21 Godliman Street 17-21 Godliman Street
EC4V 5NB EC4V 5NB
FACSIMILE NO.: 0171-815-0058 FACSIMILE NO.: 0171-815-0058
ATTENTION: Mayumi Bhalla ATTENTION: Mayumi Bhalla
FIRST AMENDMENT
25
EXECUTED as of the date first stated in this First Amendment to
European Credit Agreement.
INITIAL
COMMITMENT
PERCENTAGE AMOUNT
3.0% $15,000,000
STANDARD CHARTERED BANK, as a Lender
By_______________________________________
Name:__________________________________
Title:_________________________________
By_______________________________________
Name:__________________________________
Title:_________________________________
LENDING OFFICE FOR LOANS TO MICRO: ADDRESS FOR NOTICES:
707 Wilshire Blvd. 707 Wilshire Blvd.
Los Angeles, CA Los Angeles, CA
FACSIMILE NO.: 213-614-4270 FACSIMILE NO.: 213-614-4270
ATTENTION: Qustandi Shiber ATTENTION: Qustandi Shiber
LENDING OFFICE FOR OTHER LOANS: ADDRESS FOR PAYMENT OF FEES:
7 World Trade Center, 26th Floor 7 World Trade Center, 26th Floor
New York, NY 10048 New York, NY 10048
FACSIMILE NO.: 212-667-0568 FACSIMILE NO.: 212-667-0568
ATTENTION: Yolanda Rodriguez ATTENTION: Yolanda Rodriguez
FIRST AMENDMENT
26
EXECUTED as of the date first stated in this First Amendment to
European Credit Agreement.
INITIAL
COMMITMENT
PERCENTAGE AMOUNT
2.0% $10,000,000 ABN AMRO BANK N.V., BELGIAN BRANCH, as
a Lender
By /s/ Joen Provoost
--------------------------------------
Name: Joen Provoost
Title: Accounts Manager
By /s/ Jacques Straetmans
--------------------------------------
Name: Jacques Straetmans
Title: Manager Securitization
LENDING OFFICE FOR LOANS TO MICRO: ADDRESS FOR NOTICES:
ABN AMRO Bank N.V., Belgian Branch ABN AMRO Bank N.V., Belgian Branch
Regentlaan 53 Regentlaan 53
B-1000 Brussels B-1000 Brussels
FACSIMILE NO.: 32-2-546-0400 FACSIMILE NO.: 32-2-546-0400
ATTENTION: AGI-J. Van Den Eynde ATTENTION: AGI-M. Hoomans
LENDING OFFICE FOR OTHER LOANS: ADDRESS FOR PAYMENT OF FEES:
ABN AMRO Bank N.V., Belgian Branch ABN AMRO Bank N.V., Belgian Branch
Regentlaan 53 Regentlaan 53
B-1000 Brussels B-1000 Brussels
FACSIMILE NO.: 32-2-546-0400 FACSIMILE NO.: 32-2-546-0400
ATTENTION: AGI-J. Van Den Eynde ATTENTION: AGI-J. Van Den Eynde
FIRST AMENDMENT
27
EXECUTED as of the date first stated in this First Amendment to
European Credit Agreement.
INITIAL
COMMITMENT
PERCENTAGE AMOUNT
2.0% $10,000,000 BANCI DI ROMA, LONDON BRANCH, as a Lender
By /s/ Peter Scharf
--------------------------------------
Name: Peter Scharf
Title: Deputy Chief Manager Business
By /s/ Vincent Wright
--------------------------------------
Name: Vincent Wright
Title: Business Development Officer
LENDING OFFICE FOR LOANS TO MICRO: ADDRESS FOR NOTICES:
81/87 Gresham Street
81/87 Gresham Street London EC2V 7NQ
London EC2V 7NQ
FACSIMILE NO.: 0171-454-7292
FACSIMILE NO.: 0171-454-7292
ATTENTION: S. Siracusa
ATTENTION: S. Siracusa
LENDING OFFICE FOR OTHER LOANS: ADDRESS FOR PAYMENT OF FEES:
81/87 Gresham Street 81/87 Gresham Street
London EC2V 7NQ London EC2V 7NQ
FACSIMILE NO.: 0171-454-7292 FACSIMILE NO.: 0171-454-7292
ATTENTION: S. Siracusa ATTENTION: S. Siracusa
FIRST AMENDMENT
28
EXECUTED as of the date first stated in this First Amendment to
European Credit Agreement.
INITIAL
COMMITMENT
PERCENTAGE AMOUNT
2.0% $10,000,000 BANCO BILBAO VIZCAYA, S.A., as a Lender
By /s/ Tereja Tejedor
--------------------------------------
Name: Tereja Tejedor
Title: Capital Market
By /s/ Alfonso Vallejo
--------------------------------------
Name: Alfonso Vallejo
Title: Capital Market
LENDING OFFICE FOR LOANS TO MICRO: ADDRESS FOR NOTICES:
Banco Bilbao Vizcaya, S.A. Banco Bilbao Vizcaya, S.A.
Clara del Rey 26, 3 th. floor Clara del Rey 26, 3 th. floor
28.002 Madrid 28.002 Madrid
FACSIMILE: 34-1-374-41-40 FACSIMILE: 34-1-374-41-40
TELEPHONE: 34-1-374-41-74 TELEPHONE: 34-1-374-41-74
ATTENTION: Juan Ramon Arcos ATTENTION: Juan Ramon Arcos
LENDING OFFICE FOR OTHER LOANS: ADDRESS FOR PAYMENT OF FEES:
Banco Bilbao Vizcaya, S.A. Banco Bilbao Vizcaya, S.A.
Clara del Rey 26, 3 th. floor Clara del Rey 26, 3 th. floor
28.002 Madrid 28.002 Madrid
FACSIMILE: 34-1-374-41-40 FACSIMILE: 34-1-374-41-40
TELEPHONE: 34-1-374-41-74 TELEPHONE: 34-1-374-41-74
ATTENTION: Juan Ramon Arcos ATTENTION: Juan Ramon Arcos
FIRST AMENDMENT
29
EXECUTED as of the date first stated in this First Amendment to
European Credit Agreement.
INITIAL
COMMITMENT
PERCENTAGE AMOUNT
2.0% $10,000,000 BANQUE PARIBAS BELGIQUE S.A., as a Lender
By_______________________________________
Name:__________________________________
Title:_________________________________
By_______________________________________
Name:__________________________________
Title:_________________________________
LENDING OFFICE FOR LOANS TO MICRO: ADDRESS FOR NOTICES:
Banque Paribas Belgique S.A. Banque Paribas Belgique S.A.
Em. Jacqmainlaan 162 Em. Jacqmainlaan 162
1000 Brussels, BELGIUM 1000 Brussels, BELGIUM
FACSIMILE NO.: 00-32-2-204-41-16 FACSIMILE NO.: 00-32-2-204-41-16
ATTENTION: P. Vermeiren ATTENTION: P. Vermeiren
J. Van Helleputte J. Van Helleputte
LENDING OFFICE FOR OTHER LOANS: ADDRESS FOR PAYMENT OF FEES:
Banque Paribas Belgique S.A. Banque Paribas Belgique S.A.
Em. Jacqmainlaan 162 Em. Jacqmainlaan 162
1000 Brussels, BELGIUM 1000 Brussels, BELGIUM
FACSIMILE NO.: 00-32-2-204-40-92 FACSIMILE NO.: 00-32-2-204-40-92
ATTENTION: Peter Rabaey ATTENTION: Peter Rabaey
FIRST AMENDMENT
30
EXECUTED as of the date first stated in this First Amendment to
European Credit Agreement.
INITIAL
COMMITMENT
PERCENTAGE AMOUNT
2.0% $10,000,000
CARIPLO, CASSA DI RISPARMIO DELLE
PROVINCIE LOMBARDE S.P.A., as a Lender
By /s/ Renato Bassi
--------------------------------------
Name: Renato Bassi
Title: Dir. Gen.
By /s/ J. Ignacio de la Vega
--------------------------------------
Name: J. Ignacio de la Vega
Title: Jefe Creditos
LENDING OFFICE FOR LOANS TO MICRO: ADDRESS FOR NOTICES:
10 East 53rd Street Succusal de Madrid
New York, NY 10022 Calle Alcala 44
28014 Madrid
FACSIMILE NO.: 212-527-8277
FACSIMILE NO.: 00-34-1523-39-81
ATTENTION: Anthony Giobbi
ATTENTION: Mr. R. Bassi/
Mr. J. Ignacio de la Vega
LENDING OFFICE FOR OTHER LOANS: ADDRESS FOR PAYMENT OF FEES:
Filiale de Madrid Succusal de Madrid
Calle Alcala 44 Calle Alcala 44
28014 Madrid 28014 Madrid
FACSIMILE NO.: 00-34-1523-39-81 FACSIMILE NO.: 00-34-1523-39-81
ATTENTION: Mr. R. Bassi/ ATTENTION: Mr. R. Bassi/
Mr. J. Ignacio de la Vega Mr. J. Ignacio de la Vega
FIRST AMENDMENT
31
EXECUTED as of the date first stated in this First Amendment to
European Credit Agreement.
INITIAL
COMMITMENT
PERCENTAGE AMOUNT
2.0% $10,000,000 CREDIT LYONNAIS BELGIUM S.A., as a Lender
By_______________________________________
Name:__________________________________
Title:_________________________________
LENDING OFFICE FOR LOANS TO MICRO: ADDRESS FOR NOTICES:
Credit Lyonnais Los Angeles Branch Mamix Avenue, 17
515 South Flower Street, Suite 2000 1000 Brussels
Los Angeles, CA 90071 BELGIUM
FACSIMILE NO.: 213-623-3437 FACSIMILE NO.: 00-32-2-516-09-40
ATTENTION: Mrs. Penny Chu ATTENTION: Mrs. Valerie Solinhac
LENDING OFFICE FOR OTHER LOANS: ADDRESS FOR PAYMENT OF FEES:
Mamix Avenue, 17 Mamix Avenue, 17
1000 Brussels 1000 Brussels
BELGIUM BELGIUM
FACSIMILE NO.: 00-32-2-516-09-40 FACSIMILE NO.: 00-32-2-516-09-40
ATTENTION: Mrs. Valerie Solinhac ATTENTION: Mrs. Valerie Solinhac
FIRST AMENDMENT
32
EXECUTED as of the date first stated in this First Amendment to
European Credit Agreement.
INITIAL
COMMITMENT
PERCENTAGE AMOUNT
2.0% $10,000,000
DAI-ICHI KANGYO BANK NEDERLAND N.V.,
as a Lender
By /s/ K. Fukuda
--------------------------------------
Name: K. Fukuda
Title: Managing Director &
Deputy General Manager
LENDING OFFICE FOR LOANS TO MICRO: ADDRESS FOR NOTICES:
Dai-Ichi Kangyo Bank Nederland N.V. Dai-Ichi Kangyo Bank Nederland N.V.
Apollolaan 171 Apollolaan 171
1077 A5 Amsterdam 1077 A5 Amsterdam
The Netherlands The Netherlands
FACSIMILE NO.: 00-31-20-676-0301 FACSIMILE NO.: 00-31-20-676-0301
ATTENTION: Marilyn L. Blancaflor ATTENTION: Marilyn L. Blancaflor
LENDING OFFICE FOR OTHER LOANS: ADDRESS FOR PAYMENT OF FEES:
Dai-Ichi Kangyo Bank Nederland N.V. Dai-Ichi Kangyo Bank Nederland N.V.
Apollolaan 171 Apollolaan 171
1077 A5 Amsterdam 1077 A5 Amsterdam
The Netherlands The Netherlands
FACSIMILE NO.: 00-31-20-676-0301 FACSIMILE NO.: 00-31-20-676-0301
ATTENTION: Marilyn L. Blancaflor ATTENTION: Marilyn L. Blancaflor
FIRST AMENDMENT
33
EXECUTED as of the date first stated in this First Amendment to
European Credit Agreement.
INITIAL
COMMITMENT
PERCENTAGE AMOUNT
2.0% $10,000,000 DG BANK, as a Lender
By /s/ K.-P. Brauer
--------------------------------------
Name: K.-P. Brauer
Title: Associate Director
By /s/ Marc Roemke
--------------------------------------
Name: Marc Roemke
Title: Manager
LENDING OFFICE FOR LOANS TO MICRO: ADDRESS FOR NOTICES:
DG Bank Luxembourg S.A. DG Bank Luxembourg S.A.
4, rue Thomas Edison 4, rue Thomas Edison
L 1445 Luxembourg-Strassen L 1445 Luxembourg-Strassen
Luxembourg Luxembourg
FACSIMILE NO.: 00352-457393 FACSIMILE NO.: 00352-457393
ATTENTION: Marc Roemke, Manager ATTENTION: Marc Roemke, Manager
LENDING OFFICE FOR OTHER LOANS: ADDRESS FOR PAYMENT OF FEES:
DG Bank Luxembourg S.A. DG Bank Luxembourg S.A.
4, rue Thomas Edison 4, rue Thomas Edison
L 1445 Luxembourg-Strassen L 1445 Luxembourg-Strassen
Luxembourg Luxembourg
FACSIMILE NO.: 00352-457393 FACSIMILE NO.: 00352-457393
ATTENTION: Marc Roemke, Manager ATTENTION: Marc Roemke, Manager
FIRST AMENDMENT
34
EXECUTED as of the date first stated in this First Amendment to
European Credit Agreement.
INITIAL
COMMITMENT
PERCENTAGE AMOUNT
4.0% $20,000,000
FRANKFURTER SPARKASSE, as a Lender
By /s/ Kittscher
--------------------------------------
Name: Kittscher
Title: Deputy Chairman of the
Board Management
By /s/ Kuhn
--------------------------------------
Name: Kuhn
Title: Head of the Loan Department
LENDING OFFICE FOR LOANS TO MICRO: ADDRESS FOR NOTICES:
Frankfurter Sparkasse Frankfurter Sparkasse
Neue Mainzer Str. 47-53 Neue Mainzer Str. 47-53
60255 Frankfurt 60255 Frankfurt
FACSIMILE NO.: 0049-69-2641-3225 FACSIMILE NO.: 0049-69-2641-3225
ATTENTION: Mr. Gattano ATTENTION: Mr. Gattano
LENDING OFFICE FOR OTHER LOANS: ADDRESS FOR PAYMENT OF FEES:
Frankfurter Sparkasse Frankfurter Sparkasse
Neue Mainzer Str. 47-53 Neue Mainzer Str. 47-53
60255 Frankfurt 60255 Frankfurt
FACSIMILE NO.: 0049-69-2641-3225 FACSIMILE NO.: 0049-69-2641-3225
ATTENTION: Mr. Gattano ATTENTION: Mr. Gattano
FIRST AMENDMENT
35
EXECUTED as of the date first stated in this First Amendment to
European Credit Agreement.
INITIAL
COMMITMENT
PERCENTAGE AMOUNT
2.0% $10,000,000
GENERALE BANK, as a Lender
By /s/ Hans Neukomm
--------------------------------------
Name: Hans Neukomm
Title: General Manager
By /s/ Simon Del Rosario
--------------------------------------
Name: Simon Del Rosario
Title: Senior Vice President
LENDING OFFICE FOR LOANS TO MICRO: ADDRESS FOR NOTICES:
520 Madison Avenue, 41st Floor 520 Madison Avenue, 41st Floor
New York, NY 10022 New York, NY 10022
FACSIMILE NO.: 212-838-7492 FACSIMILE NO.: 212-838-7492
ATTENTION: E. Matthews ATTENTION: E. Matthews
Corporate Credit Department
3, Montagne du Parc
1000 Brussels
FACSIMILE NO.: 32-2-565-6344
ATTENTION: Chantal De Mol
LENDING OFFICE FOR OTHER LOANS: ADDRESS FOR PAYMENT OF FEES:
Corporate Credit Department 520 Madison Avenue, 41st Floor
3, Montagne du Parc New York, NY 10022
1000 Brussels FACSIMILE NO.: 32-2-565-6344
FACSIMILE NO.: 32-2-565-6344 ATTENTION: Chantal De Mol
ATTENTION: Chantal De Mol
520 Madison Avenue, 41st Floor
New York, NY 10022
FACSIMILE NO.: 212-838-7492
ATTENTION: E. Matthews
FIRST AMENDMENT
36
EXECUTED as of the date first stated in this First Amendment to
European Credit Agreement.
INITIAL
COMMITMENT
PERCENTAGE AMOUNT
2.0% $10,000,000 MORGAN GUARANTY TRUST CO. OF NEW YORK,
as a Lender
By /s/ John M. Mikolay
--------------------------------------
Name: John M. Mikolay
Title: Vice President
LENDING OFFICE FOR LOANS TO MICRO: ADDRESS FOR NOTICES:
Morgan Guranty Trust Company of
New York 500 Stanton Christiana Road
60 Wall Street Newark, DE 19713
New York, NY 10260
FACSIMILE NO.: 302/634-1094
FACSIMILE NO.: 212-648-5918
ATTENTION: Allison Hollis
ATTENTION: Kathryn Sayko-Yanes
LENDING OFFICE FOR OTHER LOANS: ADDRESS FOR PAYMENT OF FEES:
500 Stanton Christiana Road 500 Stanton Christiana Road
Newark, DE 19713 Newark, DE 19713
FACSIMILE NO.: 302/634-1094 FACSIMILE NO.: 302/634-1094
ATTENTION: Cindy Bedford ATTENTION: Cindy Bedford
FIRST AMENDMENT
37
EXECUTED as of the date first stated in this First Amendment to
European Credit Agreement.
INITIAL
COMMITMENT
PERCENTAGE AMOUNT
2.0% $10,000,000 THE SANWA BANK LTD. BRUSSELS, as a Lender
By /s/ Masahiko Wakahara
--------------------------------------
Name: Masahiko Wakahara
Title: Deputy General Manager
LENDING OFFICE FOR LOANS TO MICRO: ADDRESS FOR NOTICES:
Sanwa Bank Ltd Sanwa Bank Ltd
Los Angeles Branch Los Angeles Branch
601 South Figueroa Street 601 South Figueroa Street
Los Angeles, CA 90017 Los Angeles, CA 90017
FACSIMILE NO.: 213-623-4912 FACSIMILE NO.: 213-623-4912
ATTENTION: Loan Administration Dept. ATTENTION: Loan Administration Dept.
LENDING OFFICE FOR OTHER LOANS: ADDRESS FOR PAYMENT OF FEES:
Sanwa Bank Brussels Branch Sanwa Bank Brussels Branch
Kunstlaan 53/54 Kunstlaan 53/54
1000 Brussels 1000 Brussels
Belgium Belgium
FACSIMILE NO.: 32-2-514-43-81 Sanwa New York
Account Number: ABA 982 UID 144780
ATTENTION: Lilliane Smets-Van Brabant Swift Code: SANW US33
Facsimile No.: 32-2-513-43-81
ATTENTION: Mrs. Lilian Smets-Van Brabant
FIRST AMENDMENT
38
EXECUTED as of the date first stated in this First Amendment to
European Credit Agreement.
INITIAL
COMMITMENT
PERCENTAGE AMOUNT
2.0% $10,000,000
SKANDINAVISKA ENSKILDA BANKEN AB (PUBL).,
as a Lender
By /s/ Michael Dioks
--------------------------------------
Name: Michael Dioks
Title: Head Debt Capital Markets
LENDING OFFICE FOR LOANS TO MICRO: ADDRESS FOR NOTICES:
2 Cannon Street 2 Cannon Street
London EC4M 6XX London EC4M 6XX
FACSIMILE NO.: 0171-236-4178 FACSIMILE NO.: 0171-236-4178
ATTENTION: Lesley Makins ATTENTION: Lesley Makins
LENDING OFFICE FOR OTHER LOANS: ADDRESS FOR PAYMENT OF FEES:
2 Cannon Street 2 Cannon Street
London EC4M 6XX London EC4M 6XX
FACSIMILE NO.: 0171-236-4178 FACSIMILE NO.: 0171-236-4178
ATTENTION: Lesley Makins ATTENTION: Lesley Makins
FIRST AMENDMENT