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EXHIBIT 10.42
FIRST AMENDMENT TO CANADIAN CREDIT AGREEMENT
dated as of September 25, 1998,
among
INGRAM MICRO INC., and
INGRAM MICRO INC. (CANADA),as the Borrowers and Guarantors, and
CERTAIN FINANCIAL INSTITUTIONS,
as the Relevant Required Lenders
amending the US $150,000,000
CANADIAN CREDIT AGREEMENT
dated as of October 28, 1997,
also among
INGRAM MICRO INC. and
INGRAM MICRO INC. (CANADA),
as the Borrowers and Guarantors,
CERTAIN FINANCIAL INSTITUTIONS,
as the Lenders,
THE BANK OF NOVA SCOTIA,
as Administrative Agent for the Lenders,
ROYAL BANK OF CANADA,
as Syndication Agent for the Lenders,
and
BANK OF TOKYO-MITSUBISHI (CANADA),
as the Co-Agent
PREPARED BY HAYNES AND BOONE, L.L.P.
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FIRST AMENDMENT TO CANADIAN 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 MICRO INC., a corporation organized and existing under the laws
of the Province of Ontario, Canada ("MICRO CANADA," and collectively
with Micro, the "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 Canadian Credit Agreement (as renewed, extended, amended, or
supplemented, the "CREDIT AGREEMENT") dated as of October 28, 1997, among (a)
the 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"), Royal Bank
of Canada ("ROYAL BANK"), as syndication agent for the Lenders (in such
capacity, the "SYNDICATION AGENT"), and Bank of Tokyo-Mitsubishi (Canada), as
the co-agent (in such capacity, the "CO-AGENT"), all 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
11.15 of the Credit Agreement, Micro Singapore ceased to be 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 below 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.
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"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.
"BANKERS' ACCEPTANCE" means (a) a non-interest
bearing bill of exchange in Canadian Dollars having a term of
not less than 30 nor more than 180 days and maturing on a
Business Day, drawn by a Borrower, and accepted by a Lender,
as evidenced by such Lender's endorsement thereon at the
direction of such Borrower, or (b) a depository bill, within
the meaning of the Depository Bills and Notes Act (Canada).
"FOREIGN SUBSIDIARY" means any Subsidiary that is not
domiciled in the United States.
"MICRO SINGAPORE" means Ingram Micro Singapore Pte
Ltd., a corporation organized and existing under the laws of
Singapore, but it 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 U.S. Credit Agreement, and the European
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. 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.
F. 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.
G. SECTION 8.2.1(b) is entirely amended as follows:
FIRST AMENDMENT
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(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.
H. 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
I. SECTION 8.2.3(a) is entirely amended as follows:
(a) [INTENTIONALLY BLANK]
J. 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.
K. 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.
L. The proviso in SECTION 8.2.4 is entirely amended as follows:
FIRST AMENDMENT
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; 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.
M. The words "such or" are deleted as the 27th and 28th words of
the last sentence of SECTION 8.2.6.
N. 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.
O. 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.
(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.
P. The last parenthetical phrase in SECTION 9.1.3 that begins with the
word "excluding" is entirely deleted.
Q. The last parenthetical in SECTION 9.1.5 is entirely amended as
follows:
(without the giving of further notice or lapse of additional
time)
FIRST AMENDMENT
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3. 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.
4. 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, Co-Agent, 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; Micro Canada; Ingram European Coordination Center N.V., a company
organized and existing under the laws of The Kingdom of Belgium; 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.
5. 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
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6. 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 XI
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 the laws of the Province of Ontario, Canada.
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
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EXECUTED as of the date first stated in this First Amendment to
Canadian Credit Agreement.
INGRAM MICRO INC., a corporation INGRAM MICRO INC., a corporation
organized and existing under organized and existing under
the laws of the State of Delaware, the laws of the Province of
United States, as a Borrower and Ontario, Canada, as a Borrower
a Guarantor and a Guarantor
By /s/ James F. Ricketts By /s/ Michael J. Grainger
-------------------------------- --------------------------------
Name: James F. Ricketts Name: Michael J. Grainger
Title: Vice President & Title: Authorized Representative
Worldwide Treasurer
ADDRESS: 1600 E. St. Andrew Place ADDRESS: 230 Barmac Drive
Santa Ana, CA 92705 Weston, Ontario
Canada M9L 2Z3
FACSIMILE NO.: 714-566-9447 FACSIMILE NO.: 4161-740-8623
ATTENTION: James F. Ricketts ATTENTION: Robert E. Carbrey
The undersigned Obligors consent and agree in all respects to PARAGRAPH
5 and all other provisions of the foregoing First Amendment to Credit Agreement
as Obligors under the Credit Agreement and all related Loan Documents as those
terms are defined in the Credit Agreement.
INGRAM MICRO HOLDINGS LTD., INGRAM MICRO (UK) LTD.,
as an Obligor as an Obligor
By /s/ Stephen Gill By /s/ Stephen Gill
-------------------------------- --------------------------------
Name: Stephen Gill Name: Stephen Gill
Title: Vice President Finance and Title: VP, Finance and CFO Europe
CFO Europe
ADDRESS: Ingram House ADDRESS: Ingram House
Garamonde Drive Garamonde Drive
Wymbush Wymbush
Milton Keynes Milton Keynes
Bucks MK8 8DF Bucks MK8 8DF
FACSIMILE NO.: 011-32-2-254-9290 FACSIMILE NO.: 011-32-2-254-9290
ATTENTION: Stephen Gill ATTENTION: Stephen Gill
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EXECUTED as of the date first stated in this First Amendment to
Canadian Credit Agreement.
INITIAL
COMMITMENT
PERCENTAGE AMOUNT
30% $45,000,000 THE BANK OF NOVA SCOTIA, as the
Administrative Agent
By /s/ R. J. Boomhour
--------------------------------------
Name: R. J. Boomhour
Title: Senior Product Manager
THE BANK OF NOVA SCOTIA
By /s/ Jean Hopkins
--------------------------------------
Name: Jean Hopkins
Title: Relationship Manager
THE BANK OF NOVA SCOTIA
By /s/ Michael House
Name: Michael House
Title: Account Officer
LENDING OFFICE FOR CREDIT LENDING OFFICE FOR CREDIT EXTENSIONS
EXTENSIONS TO MICRO CANADA: TO MICRO:
The Bank of Nova Scotia The Bank of Nova Scotia
44 King Street West 580 California Street
16th Floor Suite 2100
TORONTO, ON M5H 1H1 San Francisco, CA 94104
Facsimile No.: 416-866-2009 Facsimile No.: 415-397-0791
Attention: Jean Hopkins Attention: Ed Kofman
Relationship Manager Relationship Manager
FEE PAYMENT LOCATION FOR CREDIT FEE PAYMENT LOCATION FOR CREDIT
EXTENSIONS TO MICRO CANADA: EXTENSIONS TO MICRO:
The Bank of Nova Scotia The Bank of Nova Scotia
44 King Street West Suite 2700
16th Floor 600 Peachtree Street N.E.
Toronto, ON M5H 1H1 Atlanta, GA 30308
Facsimile No.: 416-866-2009 Facsimile No.: 404-888-8998
Attention: Jean Hopkins Attention: George Wong
Relationship Manager Manager
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EXECUTED as of the date first stated in this First Amendment to
Canadian Credit Agreement.
INITIAL
COMMITMENT
PERCENTAGE AMOUNT
30% $45,000,000 ROYAL BANK OF CANADA
By /s/ Karen L. Condon
--------------------------------------
Name: Karen L. Condon
Title: Senior Account Manager
ROYAL BANK OF CANADA
By /s/ Brian J. Smith
--------------------------------------
Name: Brian J. Smith
Title: Senior Manager
LENDING OFFICE FOR CREDIT EXTENSIONS LENDING OFFICE FOR CREDIT EXTENSIONS
TO MICRO CANADA: TO MICRO:
Royal Bank of Canada Royal Bank of Canada
13th Floor, South Tower 600 Wilshire Boulevard
200 Bay Street Suite 800
Toronto, ON M5J 2J5 Los Angeles, CA 90017
Facsimile No.: 416-974-2249 Facsimile No.: 213-955-5350
Attention: Karen Condon Attention: Michael A. Cole
Senior Account Manager Manager
Corporate Banking
FEE PAYMENT LOCATION FOR CREDIT FEE PAYMENT LOCATION FOR CREDIT
EXTENSIONS TO MICRO CANADA: EXTENSIONS TO MICRO:
Royal Bank of Canada Royal Bank of Canada
13th Floor, South Tower 600 Wilshire Boulevard
200 Bay Street Suite 800
Toronto, ON M5J 2J5 Los Angeles, CA 90017
Facsimile No.: 416-974-2249 Facsimile No.: 213-955-5350
Attention: Karen Condon Attention: Michael A. Cole
Senior Account Manager Manager
Corporate Banking
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EXECUTED as of the date first stated in this First Amendment to
Canadian Credit Agreement.
INITIAL
COMMITMENT
PERCENTAGE AMOUNT
10% $15,000,000
BANK OF TOKYO-MITSUBISHI (CANADA)
By /s/ T. Vanderlaan
--------------------------------------
Name: T. Vanderlaan
Title: Vice President
THE BANK OF TOKYO-MITSUBISHI LTD.
By /s/ Richard L. Van de Berghe, Jr.
--------------------------------------
Name: Richard L. Van de Berghe, Jr.
Title: Attorney-in-Fact
LENDING OFFICE FOR CREDIT EXTENSIONS LENDING OFFICE FOR CREDIT EXTENSIONS
TO MICRO CANADA: TO MICRO:
Bank of Tokyo-Mitsubishi (Canada) The Bank of Tokyo-Mitsubishi Ltd.
Royal Bank Plaza 1251 Avenue of the Americas
South Tower, Suite 2100 New York, NY 10020-1104
Toronto, ON M5J 2J1
Facsimile No.: 212-782-6445
Facsimile No.: 416-865-9511
Attention: Richard Van de Berghe
Attention: Ted Vanderlaan Attorney-in-Fact
Vice President
Corporate Banking Group
FEE PAYMENT LOCATION FOR CREDIT FEE PAYMENT LOCATION FOR CREDIT
EXTENSIONS TO MICRO CANADA: EXTENSIONS TO MICRO:
Bank of Tokyo-Mitsubishi (Canada) The Bank of Tokyo-Mitsubishi Ltd.
Royal Bank Plaza 1251 Avenue of the Americas
South Tower, Suite 2100 New York, NY 10020-1104
Toronto, ON M5J 2J1
Facsimile No.: 212-782-6445
Facsimile No.: 416-865-9511
Attention: Richard Van de Berghe
Attention: Ted Vanderlaan Attorney-in-Fact
Vice President
Corporate Banking Group
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EXECUTED as of the date first stated in this First Amendment to
Canadian Credit Agreement.
INITIAL
COMMITMENT
PERCENTAGE AMOUNT
10% $15,000,000
CANADIAN IMPERIAL BANK OF COMMERCE
By /s/ Howard Palmer
--------------------------------------
Name: Howard Palmer
Title: Executive Director
CIBC INC.
By /s/ Eric Burton
--------------------------------------
Name: Eric Burton
Title: Commercial Specialist Banking
LENDING OFFICE FOR CREDIT EXTENSIONS LENDING OFFICE FOR CREDIT EXTENSIONS
TO MICRO CANADA: TO MICRO:
Canadian Imperial Bank of Commerce Canadian Imperial Bank of Commerce
Commercial Sales & Service Centre Two Paces West, 2727 Paces Ferry Road
595 Bay Street, 5th Floor Suite 1200
Toronto, Ontario M5G 2C2 Atlanta, GA 30339
Facsimile No.: 416-980-8582 Facsimile No.: 770-319-4827
Attention: Joan Lasley Attention: Kim Perrone
FEE PAYMENT LOCATION FOR CREDIT FEE PAYMENT LOCATION FOR CREDIT
EXTENSIONS TO MICRO CANADA: EXTENSIONS TO MICRO:
Canadian Imperial Bank of Commerce Canadian Imperial Bank of Commerce
Commercial Sales & Service Centre Two Paces West, 2727 Paces Ferry Road
595 Bay Street, 5th Floor Suite 1200
Toronto, Ontario M5G 2C2 Atlanta, GA 30339
Facsimile No.: 416-980-8582 Facsimile No.: 770-319-4827
Attention: Joan Lasley Attention: Kim Perrone
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EXECUTED as of the date first stated in this First Amendment to
Canadian Credit Agreement.
INITIAL
COMMITMENT
PERCENTAGE AMOUNT
6.7% $10,000,000 BANK OF MONTREAL
By /s/ Kanu Modi
--------------------------------------
Name: Kanu Modi
Title: Director
LENDING OFFICE FOR CREDIT EXTENSIONS LENDING OFFICE FOR CREDIT EXTENSIONS
TO MICRO CANADA: TO MICRO:
Bank of Montreal Bank of Montreal
First Canadian Place Suite 4900
24th Floor 601 South Figureroa Street
Toronto, ON M5X 1A1 Los Angeles, CA 90017
Facsimile No.: 416-867-5818 Facsimile No.: 213-239-0680
Attention: Stuart Brannan Attention: Craig Ingram
Director
FEE PAYMENT LOCATION FOR CREDIT FEE PAYMENT LOCATION FOR CREDIT
EXTENSIONS TO MICRO CANADA: EXTENSIONS TO MICRO:
Bank of Montreal Bank of Montreal
First Canadian Place Suite 4900
24th Floor 601 South Figureroa Street
Toronto, ON M5X 1A1 Los Angeles, CA 90017
Facsimile No.: 416-867-5818 Facsimile No.: 213-239-0680
Attention: Stuart Brannan Attention: Craig Ingram
Director
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EXECUTED as of the date first stated in this First Amendment to
Canadian Credit Agreement.
INITIAL
COMMITMENT
PERCENTAGE AMOUNT
6.7% $10,000,000 CREDIT LYONNAIS CANADA
By_______________________________________
Name:__________________________________
Title:_________________________________
By_______________________________________
Name:__________________________________
Title:_________________________________
CREDIT LYONNAIS LOS ANGELES BRANCH
By_______________________________________
Name:__________________________________
Title:_________________________________
LENDING OFFICE FOR CREDIT EXTENSIONS LENDING OFFICE FOR CREDIT EXTENSIONS
TO MICRO CANADA: TO MICRO:
Credit Lyonnais Canada Credit Lyonnais Los Angeles Branch
One Financial Place, Suite 2505 515 South Flower Street
One Adelaide Street East Suite 2200
Toronto, ON M5C 2V9 Los Angeles, CA 90071-2201
Facsimile No.: 416-202-6525 Facsimile No.: 213-623-3437
Attention: Helen Thomas Attention: Diane Scott
Vice President
Corporate Banking
FEE PAYMENT LOCATION FOR CREDIT FEE PAYMENT LOCATION FOR CREDIT
EXTENSIONS TO MICRO CANADA: EXTENSIONS TO MICRO:
Credit Lyonnais Canada Credit Lyonnais Los Angeles Branch
One Financial Place, Suite 2505 515 South Flower Street
One Adelaide Street East Suite 2200
Toronto, ON M5C 2V9 Los Angeles, CA 90071-2201
Facsimile No.: 416-202-6525 Facsimile No.: 213-623-3437
Attention: Helen Thomas Attention: Diane Scott
Vice President
Corporate Banking
15
EXECUTED as of the date first stated in this First Amendment to
Canadian Credit Agreement.
INITIAL
COMMITMENT
PERCENTAGE AMOUNT
6.7% $10,000,000 THE INDUSTRIAL BANK OF JAPAN (CANADA)
By /s/ Campbell McLeigh
--------------------------------------
Name: Campbell McLeigh
Title: Senior Vice President
THE INDUSTRIAL BANK OF JAPAN, LIMITED
ATLANTA AGENCY
By /s/ Koichi Hasegawa
--------------------------------------
Name: Koichi Hasegawa
Title: Senior Vice President and
Deputy General Manager
LENDING OFFICE FOR CREDIT EXTENSIONS LENDING OFFICE FOR CREDIT EXTENSIONS
TO MICRO CANADA: TO MICRO:
The Industrial Bank of Japan (Canada) The Industrial Bank of Japan, Limited
Box 29, Suite 1102 Atlanta Agency
100 Yonge Street One Ninety One Peachtree Tower
Toronto, ON M5C 2W1 Suite 3600
191 Peachtree Street, N.E.
Facsimile No.: 416-367-3452 Atlanta, GA 30303-1757
Attention: Campbell McLeish Facsimile No.: 404-524-8509
Vice President
Attention: James Masters
Vice President
FEE PAYMENT LOCATION FOR CREDIT FEE PAYMENT LOCATION FOR CREDIT
EXTENSIONS TO MICRO CANADA: EXTENSIONS TO MICRO:
The Industrial Bank of Japan (Canada) The Industrial Bank of Japan, Limited
Box 29, Suite 1102 Atlanta Agency
100 Yonge Street One Ninety One Peachtree Tower
Toronto, ON M5C 2W1 Suite 3600
191 Peachtree Street, N.E.
Facsimile No.: 416-367-3452 Atlanta, GA 30303-1757
Attention: Campbell McLeish Facsimile No.: 404-524-8509
Vice President
Attention: James Masters
Vice President