EXHIBIT 10.42
February 21, 2003
To each of the Lenders
under the Credit Agreement
referred to herein
x/x Xxx Xxxx xx Xxxx Xxxxxx,
as Administrative Agent
Xxx Xxxxxxx Xxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Ladies and Gentlemen:
Reference is made to the Credit Agreement dated as of December 13, 2002
(the "CREDIT AGREEMENT"), among Xxxxxx Micro Inc. ("MICRO") and Xxxxxx Micro
Coordination Center BVBA (formerly known as Ingram European Coordination Center
N.V.) ("COORDINATION CENTER" and, together with Micro, the "INITIAL BORROWERS"),
the various financial institutions as are, or may from time to time become,
parties thereto (collectively, the "LENDERS") and The Bank of Nova Scotia as the
Administrative Agent for the Lenders and ABN AMRO Bank N.V. as the Syndication
Agent for the Lenders. Capitalized terms used herein without definition have the
meanings given in the Credit Agreement.
The Initial Borrowers hereby request that the Lenders agree to amend the
definition of "ADDITIONAL PERMITTED LIENS" in Section 1.1 of the Credit
Agreement by:
(i) restating subclause (a)(i) therein in its entirety to read as
follows: "(i) the sum of the Amount of Additional Liens on that date plus the
amount of cash and cash equivalents or investments subject to Liens permitted by
clause (c) of this definition on that date does not exceed 20% of Consolidated
Tangible Net Worth on that date" and
(ii) adding a new clause (c) at the end thereof reading as follows: "and
(c) Liens on cash and cash equivalents or investments (and the deposit or other
accounts to which such cash and cash equivalents and investments are credited)
securing obligations under any interest rate protection agreement, foreign
currency exchange agreement, commodity price protection agreement or other
interest rate, currency exchange rate or commodity price hedging agreement but
only to the extent that the sum of the Amount of Additional Liens on that date
plus the amount of such cash and cash equivalents or investments on that date
does not exceed 20% of Consolidated Tangible Net Worth on that date."
By its execution in the place provided below, each Lender agrees that
the Credit Agreement shall be amended as stated in the preceding paragraph. This
letter agreement and the amendments to the Credit Agreement made hereby shall
become effective as of the date hereof when the Administrative Agent shall have
received from Lenders constituting the Required Lenders a counterpart hereof
signed by each such party or facsimile or other written confirmation (in form
satisfactory to the Administrative Agent) that such party has signed a
counterpart hereof. Each reference to "hereof", "hereunder", "herein" and
"hereby" and each other similar reference and each reference to "this Agreement"
and each other similar reference contained in the Credit Agreement shall, after
this letter agreement becomes effective, refer to the Credit Agreement as
amended hereby.
This letter agreement may be signed in any number of counterparts, each
of which shall be an original, with the same effect as if the signatures thereto
and hereto were upon the same instrument. This letter agreement shall be
governed by and construed in accordance with the laws of the State of New York.
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Very truly yours,
XXXXXX MICRO INC
By /s/ Xxxxx X. Xxxxxxxx
---------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Vice President and
Treasurer
XXXXXX MICRO COORDINATION CENTER
BVBA (formerly known as INGRAM
EUROPEAN COORDINATION CENTER N.V.)
By /s/ Karel Everaet
---------------------------------
Name: Karel Everaet
Title: Managing Director
Agreed to and Accepted as of the
date first written above:
THE BANK OF NOVA SCOTIA
By /s/ Xxxxx Xxxxxxx
---------------------------------
Name: Xxxxx Xxxxxxx
Title: Managing Director
ABN AMRO BANK N.V.
By /s/ Xxxxx Xxx
---------------------------------
Name: Xxxxx Xxx
Title: Vice President
By /s/ Xxxxx Xxxxxxx-Xxxxxxx
---------------------------------
Name: Xxxxx Xxxxxxx-Xxxxxxx
Title: Executive Director
FLEET NATIONAL BANK
By /s/ Xxxx Xxxxxxxxxx
---------------------------------
Name: Xxxx Xxxxxxxxxx
Title: Managing Director
KEY CORPORATE CAPITAL, INC.
By /s/ Xxxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
XXXXXX XXXXXXX BANK
By /s/ Jaap L. Tonckens
---------------------------------
Name: Jaap L. Tonckens
Title: Vice President
UNION BANK OF CALIFORNIA, N.A.
By /s/ Xxxxx Xxxx
---------------------------------
Name: Xxxxx Xxxx
Title: Vice President
