Exhibit 10(q)(iii)
AMENDING AGREEMENT
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THIS AGREEMENT, dated as of June 25, 1996, is made by and between
INTERTAN CANADA LTD., a corporation existing under the laws of the Province of
Alberta ("ICL"), INTERTAN U.K. LIMITED, a limited liability company existing
under the laws of England ("IUK"), INTERTAN INC., a corporation existing under
the laws of Delaware ("InterTAN"), CANADIAN IMPERIAL BANK OF COMMERCE, a
Canadian chartered bank ("CIBC"), as Agent and the Lenders from time to time
listed on the signature pages hereof.
WHEREAS the parties hereto entered into a credit agreement dated as of
May 6, 1994 whereby the Lenders established certain credits in favour of the
Borrowers which agreement was amended by Amending Agreement dated as of April
25, 1995 and further amended by Amending Agreement dated as of March 1, 1996
(together referred to as the "Credit Agreement");
AND WHEREAS the parties wish to further amend the Credit Agreement;
NOW THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, the parties hereto agree as
follows:
1. Interpretation. In this Agreement, defined terms shall have the
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meaning given in the Credit Agreement.
2. Amendments.
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(a) The definition of Repayment Date is amended to read as follows:
"Repayment Date" means August 16, 1996 until such time as the U.K.
Lenders have delivered to the Agent, a Notice of Extension in the form
of Schedule L at which time Repayment Date shall mean August 15, 1997,
and Repayment Date shall mean such later date, if any, as may be from
time to time applicable pursuant to Section 3.5.
(b) Section 2.1(f) is amended to permit advances by the U.K. Lenders by
way of acceptances upon agreement of the relative U.K. Lender and the
applicable Borrower as follows:
the U.K. Lenders agree to establish a revolving facility and
thereunder to make available to IUK (but not ICL) from time to
time, Accommodation by way of U.K. Base Rate Loans, Letters of
Credit, Performance Bonds and LIBOR Loans (and by way of
acceptances of
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the relevant U.K. Lender upon such terms and the execution of
such documents as such U.K. Lender and IUK may agree) in the
maximum principal amount not to exceed Cdn. $21,800,000 or the
Exchange Equivalent thereof (the "UK Revolving Credit").
(c) Section 2.2(vi) is deleted, Section 2.2(vii) is renumbered as 2.2(vi)
and as a result of the foregoing, Section 2.2(v) is amended to delete the words
"excluding Letters of Guarantee referred to in Section 2.2(vi),".
(d) Section 2.12 is amended so that the third and fourth sentences read as
follows:
No Forward Exchange Contract shall provide for a term which extends
beyond a period of nine months from its date of booking except as
otherwise consented to in writing by the applicable Lender. If any
Forward Exchange Contract is outstanding upon the acceleration of the
Credits pursuant to Section 13.1. or if any Forward Exchange Contract
is outstanding on the Repayment Date, the applicable Borrower shall
forthwith pay an amount (the "deposit amount") equal to the amount of
the Borrower's liability under such Forward Exchange Contract, such
deposit amount to be held by the applicable Lender, for application in
respect of amounts owing by the Borrower under such Forward Exchange
Contract or in respect of any other amount payable under the Loan
Documents.
(e) Section 5.6 dealing with Letters of Credit/Letters of Guarantee and/or
Performance Bonds is amended so that the last line thereof reads as follows:
No Letter of Credit, Letter of Guarantee or Performance Bond will have
a Maturity Date beyond a period of one year from the date of issue
except as otherwise consented to in writing by the Agent.
(f) Section 8.1 dealing with Security is amended to delete the references
to Technotron and IAL from subsections (a) and (h) to delete the reference to
Technotron from subsection (k) and subsection 8.1(1) is deleted in its entirety.
(g) Section 8.3 dealing with Opinions of Counsel is amended to delete the
references to IAL and Technotron.
(h) Section 11.1(b) dealing with the Use of Proceeds of the Credits is
amended to read as follows:
The Borrowers will use the proceeds of the Credits to finance their
inventory purchases and for other general corporate purposes; provided
that such proceeds are not loaned, made available by Letters of
Credit, Letters of
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Guarantee or otherwise, to IAL or Technotron and further provided that
neither Borrower shall use or permit the proceeds of the Credits to be
used to finance the inventory purchase of any Affiliate if under
applicable law respecting financial assistance it would be prohibited
from doing so and unless the Borrowers have obtained the prior consent
in writing of the Lenders. In addition, neither Borrower shall use the
proceeds of the Credits to repay or refinance any indebtedness
incurred for the purpose of acquiring shares in IUK or otherwise in
contravention of Section 151 of the Companies Act 1985 of Great
Britain. Any existing Letters of Credit, Letters of Guarantee or
Performance Bonds issued at the request of the Borrowers in support of
operating indebtedness of IAL or Technotron shall be replaced from the
proceeds of the credit established by Westpac Banking Corporation in
favour of such companies and referred to in Section 11.2(b).
(i) Section 11.2(b) dealing with Indebtedness is amended to read as
follows:
Neither Borrower will, nor will it permit any of its Subsidiaries to,
and each will cause IAL, Technotron and InterTAN not to, create, incur
or suffer to exist any Indebtedness, except the Indebtedness
hereunder, such Indebtedness as may be consented to in writing by the
Majority Lenders, the Indebtedness set out in Schedule "E" and such
Indebtedness of IAL and Technotron to Westpac Banking Corporation as
contemplated by the facilities letter dated May 6, 1996 from Westpac
Banking Corporation to IAL and Technotron and as may be incurred
pursuant to the definitive agreement as amended from time to time (the
"Westpac Facilities").
(j) Section 11.2(e) dealing with Investments and Acquisitions is amended
to delete subsection 11.2(e)(v) dealing with Letters of Guarantee
issued for the benefit of IAL.
(k) Section 11.2(f) dealing with Guarantees is amended to read as follows:
Neither Borrower will, nor will it permit any of its Subsidiaries to,
and each will cause IAL and Technotron not to, make or suffer any
Guarantee except as permitted by the Westpac Facilities, or by
endorsement of instruments for deposit or collection in the ordinary
course of business.
(l) Section 11.2(g) dealing with Liens is amended to add "; and" after
Majority Lenders in (xi) and add subsection (xii) as follows:
(xii) Liens granted by IAL or Technotron to Westpac Banking
Corporation pursuant to the Westpac Facilities.
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(m) Section 11.2(l) dealing with Capital Expenditures is amended to read
as follows:
InterTAN will not permit its annual capital expenditures on a
consolidated basis to exceed U.S.$9,000,000 in its 1994 fiscal year,
U.S.$12,000,000 in its 1995 and 1996 fiscal years, U.S.$13,000,000 in
its 1997 fiscal year, and U.S.$13,000,000 in each subsequent fiscal
year unless otherwise approved by the Majority Lenders.
(n) Exhibit One to the Credit Agreement is replaced by Exhibit One to this
Amending Agreement.
(o) Schedule E to the Credit Agreement is replaced by Schedule E to this
Agreement.
(p) Schedule L in the form attached to this Agreement as Schedule L is
added to the Credit Agreement.
3. CONTINUING EFFECT. Each of the parties hereto acknowledges and agrees
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that the Credit Agreement as amended by this Agreement shall be and continue in
full force and effect.
4. COUNTERPARTS. This Agreement may be executed in counterparts, each of
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which will be deemed to be an original and which together will constitute one
and the same agreement.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as
of the date and year first above written.
CANADIAN IMPERIAL BANK OF
COMMERCE, as Agent
By: /s/ H. D. Chataway
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Authorized Officer:
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CANADIAN IMPERIAL BANK OF
COMMERCE, as Lender
By: /s/ H. D. Chataway
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Authorized Officer:
THE FIRST NATIONAL BANK OF BOSTON,
as U.K. Administrative Agent and as a Lender
By: /s/ Judy C.E. Kelly
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Authorized Officer: Vice President
LLOYDS BANK PLC
By: /s/ J. N. Mortell
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Authorized Officer: Manager Corporate Banking
CREDIT LYONNAIS CANADA
By: /s/ C. M. Stade
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Authorized Officer: Caroline M. Stade
Ass. Vice President
INTERTAN CANADA LTD.
By: /s/ James G. Gingerich
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Name: James G. Gingerich
Title: Vice President
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INTERTAN INC.
By: /s/ James T. Nichols
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Name: James T. Nichols
Title: President and CEO
INTERTAN U.K. LIMITED
By: /s/ James T. Nichols
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Name: James T. Nichols
Title: Director
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EXHIBIT ONE
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COMMITMENTS OF LENDERS
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% Commitment Cdn. $ Commitment
Lender (on a several basis) (on a several basis)
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I. OVERDRAFT CREDIT
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1. CIBC 100% $4,000,000
II. CANADIAN FEC CREDIT
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Credit Lyonnais 100% $1,000,000
Canada
III. DOMESTIC REVOLVING CREDIT
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1. CIBC 60.99% $17,200,000
2. Credit Lyonnais 39.01% $11,000,000
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Canada $28,200,000
IV. U.K. OVERDRAFT CREDIT
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1. Lloyds Bank Plc 100% $4,000,000
V. U.K. FEC CREDIT
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1. The First National 100% $1,000,000
Bank of Boston
VI. U.K. REVOLVING CREDIT
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1. The First National 56.88% $12,400,000
Bank of Boston
2. Lloyds Bank Plc 43.12% $9,400,000
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$21,800,000
SCHEDULE E
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PERMITTED INDEBTEDNESS
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1. Indebtedness owed by one or more of the Obligors to one or more of Tandy
Corporation, A & A International, Inc., Trans World Electronics, Inc.
(collectively the "Tandy Group") and any subsidiary of any one or more of
the Tandy Group, under the Secured Loan Agreement.
2. Indebtedness incurred in respect of capital leases under which the total
aggregate payments do not exceed Cdn. $5,000,000.
3. Indebtedness incurred in respect of operating leases of equipment and
vehicles entered into in the ordinary course of business and with respect
to which liens have been registered by the lessor.
4. Foreign currency hedging contracts entered into with institutions other
than the Lenders, having a face amount of no more than Cdn. $30,000,000 in
the aggregate, on the understanding that any obligations under such
contracts are unsecured.
5. Interest rate swaps entered into with institutions other than the Lenders
on principal amounts not exceeding Cdn. $75,000,000 in the aggregate, on
the understanding that any obligations under such contracts are unsecured.
6. Indebtedness of IAL and Technotron to any financial institution in
Australia, including West Pac Banking Corporation, up to a maximum amount
of Australian $12,000,000 in the aggregate.
7. The following inter-corporate Indebtedness plus any accrued interest
thereon which shall not exceed:
(i) Australian $17,614,270 owed by IAL and Technotron to InterTan.
(ii) (Pounds)19,050,873 owed by IUK to Intertan.
8. The convertible subordinated debentures issued under the Trust Indenture or
any Subordinated Debt of IAL, ICL, IUK or Technotron to InterTan arising
from the loan of the proceeds of such debentures.
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SCHEDULE L
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NOTICE OF EXTENSION
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TO: Canadian Imperial Bank of Commerce, as Agent for the Lenders from time
to time under the Credit Agreement dated as of May 6, 1994 between
InterTan Canada Ltd., InterTan U.K. Limited, InterTan Inc. and
Canadian Imperial Bank of Commerce, as Agent for the Lenders from time
to time listed on the signature pages thereof (such agreement as
amended from time to time being the "Credit Agreement")
The undersigned confirm that the Repayment Date as defined in the
Credit Agreement is extended to August 15, 1997 pursuant to Section 3.5 of the
Credit Agreement.
DATED this 25th day of June, 1996.
LLOYDS BANK PLC
By: /s/ J. N. Mortell
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Authorized Officer Manager Corporate Banking
THE FIRST NATIONAL BANK OF BOSTON
By: /s/ Judy C.E. Kelly
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Authorized Officer Vice President