Exhibit 10(a)
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AMENDING AGREEMENT
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THIS AGREEMENT, dated as of February 11, 1997, 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,
Amending Agreement dated as of June 25, 1996 and Amending Agreement dated as of
September 11, 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 meaning
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given in the Credit Agreement.
2. AMENDMENTS.
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(a)Section 11.1(m) is amended to read as follows:
(m) Cash Interest Coverage Ratio.
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InterTAN will have a Cash Interest Coverage Ratio calculated at the
end of each period set out below of not less than (i) 1.25:1 for the nine
month period ending March 31, 1994 and the twelve month periods ending
June 30, 1994 and September 30, 1994, (ii) 1.50:1 for the twelve month
period ending December 31, 1994, (iii) 1.05:1 for the twelve month period
ending March 31, 1996, 1.25:1 for the twelve month period ending June 30,
1996, .90:1 for the twelve month period ending September 30, 1996 and (iv)
1.0:1 for the twelve month periods ending December 31, 1996 and March 31,
1997, 1.05:1 for the twelve
2
month period ending June 30, 1997 and 1.50:1 for each twelve month period
ending each March 31, June 30, September 30 and December 31 thereafter.
3. AMENDMENT FEE. The Borrower shall pay to the Agent for the benefit of the
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Lenders, upon the execution and delivery of this Agreement, a fee for the
amendment of the Credit Agreement equal to one-fifth of one percent of the
amount of the Credits, to be dispersed to the Lenders according to their pro
rata shares.
4. 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.
5. 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/ Jeff Bond
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Authorized Officer
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/ Judith C.E. Kelly
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Vice President
3
LLOYDS BANK PLC
By: /s/ J.N. Mortell
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Manager, Corporate Banking
CREDIT LYONNAIS CANADA
By: /s/ Dexter M. Blackwood
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By: /s/ C.M. Stade
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INTERTAN CANADA LTD.
By: /s/ James G. Gingerich
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Vice President
INTERTAN INC.
By: /s/ James T. Nichols
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President and CEO
INTERTAN U.K. LIMITED
By: /s/ James T. Nichols
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Director