EXHIBIT 10(a)
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AMENDING AGREEMENT
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THIS AGREEMENT, dated as of July 30, 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 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, Amending Agreement dated as of September
11, 1996 and Amending Agreement dated as of February 11, 1997 (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 14, 1998, or such later date as may be
from time to time applicable pursuant to Section 3.5.
(b) 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, (iv) 1.0:1 for the twelve month periods ending
December 31, 1996 and March 31, 1997, 1.05:1 for the twelve month
period ending June 30, 1997, (v) 1.25:1 for each twelve month period
ending September 30, 1997 and December 31, 1997, and (vi) 1.50:1 for
each twelve month period ending each March 31, June 30, September 30
and December 31 thereafter.
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3. AMENDMENT FEE. The Borrower shall pay to the Agent for the benefit of
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the Lenders, upon execution and delivery of this Agreement, a fee for the
amendment of the Credit Agreement equal to 0.15 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/ G. 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
BANK BOSTON, N.A., AS U.K. ADMINISTRATIVE AGENT AND
AS A LENDER
By: /s/ Judith 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: Corporate Manager
Corporate Banking
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CREDIT LYONNAIS CANADA
By: /s/ C. M. Stade
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Authorized Officer: Vice President
Corporate Banking
By: /s/ David J. Farmer
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Authorized Officer: First Vice-President and
Manager, Central Region
INTERTAN CANADA LTD.
By: /s/ James G. Gingerich
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Name: James G. Gingerich
Title: Vice President
INTERTAN, INC.
By: /s/ James T. Nichols
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Name: James T. Nichols
Title: President & CEO
INTERTAN U.K. LIMITED
By: /s/ James T. Nichols
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Name: James T. Nichols
Title: Director