EXHIBIT 10(e)
INTERTAN CANADA LTD
INTERTAN, INC.
SEVENTH AMENDMENT TO LOAN AGREEMENT
The Seventh Amendment to Loan Agreement (this "Amendment") is dated as
of March 21, 2001 and entered into by and among, inter alia, InterTAN Canada
Ltd., as Canadian Borrower, InterTAN, Inc., as the Parent, the financial
institutions listed on the signature pages hereof (the "Lenders"), and Bank of
America Canada, a Canadian chartered bank, as agent for the Lenders (the
"Agent"), and is made with reference to that certain Loan Agreement dated as of
December 22, 1997 (as amended and in effect the "Loan Agreement"), by and among
the Borrower, the Lenders and the Agent, as amended by the Rectification and
Amendment No. 1 dated as of February 24, 1998, the Second Amendment to Loan
Agreement dated as of January, 1999, the Third Amendment to Loan Agreement dated
as of April 12, 1999, the Fourth Amendment to Loan Agreement dated as of July
31, 1999 and the Fifth Amendment to Loan Agreement dated as of October 1, 1999
and the Sixth Amendment to Loan Agreement dated as of December 24, 2000.
Capitalized terms used herein without definition shall have the same meanings
herein as set forth in the Loan Agreement.
Section 1. AMENDMENTS
1.1 Section 1.1 of the Loan Agreement is amended be deleting the
definition of "Maturity Date" and substituting the following therefor:
""Maturity Date" means May 4, 2001."
1.2 Section 12 of the Loan Agreement is amended by deleting the
reference in clause (C) to "December 31, 2000" and substituting therefor
"Maturity Date or any expiry date of any Renewal Term".
SECTION 2. CONDITIONS TO EFFECTIVENESS
This Amendment shall become effective as of the date hereof (the
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"Seventh Amendment Effective Date") but upon each of the Borrower and the Parent
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delivering to the Agent (for the Lenders) an originally executed copy of this
Agreement.
SECTION 3. BORROWERS' AND PARENT'S REPRESENTATIONS AND WARRANTIES
In order to induce the Lenders to enter into this Amendment and to amend
the Loan Agreement in the manner provided herein, each of the Borrower and
Parent represents and warrants to the Agent and each Lender that the following
statements are true, correct and complete:
A. Authorization, Validity, and Enforceability of this Amendment. The
Borrower or the Parent, as applicable, has the corporate power and authority to
execute and
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deliver this Amendment and to perform the Loan Agreement as amended by this
Amendment (the "Amended Agreement"). The Borrower or the Parent, as applicable,
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has taken all necessary corporate action (including, without limitation,
obtaining approval of its stockholders if necessary) to authorize its execution
and delivery of this Amendment and the performance of the Amended Agreement.
This Amendment has been duly executed and delivered by the Borrower or the
Parent, as applicable, and this Amendment and the Amended Agreement constitute
the legal, valid and binding obligations of the Borrower or the Parent, as
applicable, enforceable against it in accordance with their respective terms
without defence, setoff or counterclaim. The Borrower's or the Parent's, as
applicable, execution and delivery of this Amendment and the performance by the
Borrower or the Parent, as applicable, of the Amended Agreement do not and will
not conflict with, or constitute a violation or breach of, or constitute a
default under, or result in the creation or imposition of any Lien upon the
property of the Borrower or the Parent, as applicable, or any of its
Subsidiaries by reason of the terms of (a) any contract, mortgage, Lien, lease,
agreement, indenture, or instrument to which the Borrower or the Parent, as
applicable, is a party or which is binding on it, (b) any Requirement of Law
applicable to the Borrower or the Parent, as applicable, or any of its
Subsidiaries, or (c) the certificate or articles of incorporation or
amalgamation or bylaws of the Borrower or the Parent, as applicable, or any of
its Subsidiaries.
B. Governmental Authorization. No approval, consent, exemption,
authorization, or other action by, or notice to, or filing with, any
Governmental Authority or other person is necessary or required in connection
with the execution, delivery or performance by, or enforcement against, the
Borrower or the Parent, as applicable, or any of its Subsidiaries of this
Amendment or the Amended Agreement except for such as have been obtained or made
and filings required in order to perfect the Agent's security interests.
C. Incorporation of Representations and Warranties From Loan Agreement.
The representations and warranties contained in Section 8 of the Loan Agreement
except to the extent applicable to the U.K. Borrower or the U.K. Collateral
(and, in the case of Section 8.10, except as herein provided and consented to)
are and will be true, correct and complete in all material respects on and as of
the Seventh Amendment Effective Date to the same extent as though made on and as
of that date, except to the extent such representations and warranties
specifically relate to an earlier date or incorporate by reference information
disclosed or contained in the Exhibits to the Loan Agreement, in which case they
were true, correct and complete in all material respects on and as of such
earlier date.
D. Absence of Default. No event has occurred and is continuing or will
result from the consummation of the transactions contemplated by this Amendment
that would constitute an Event or an Event of Default.
SECTION 4. MISCELLANEOUS
A. Reference to and Effect on the Loan Agreement and the Other Loan
Documents.
(1) On and after the Seventh Amendment Effective Date, each
reference in the Loan Agreement to "this Agreement",
"hereunder", "hereof", "herein"
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or words of like import referring to the Loan Agreement, and
each reference in the other Loan Documents to the "Loan
Agreement", "thereunder", "thereof" or words of like import
referring to the Loan Agreement shall mean and be a reference
to the Amended Agreement.
(2) Except as specifically amended by this Amendment, the Loan
Agreement and the other Loan Documents shall remain in full
force and effect and are hereby ratified and confirmed.
(3) The execution, delivery and performance of this Amendment shall
not, except as expressly provided herein, constitute a waiver
of any provision of, or operate as a waiver of any right, power
or remedy of the Agent or any Lender under, the Loan Agreement
or any of the other Loan Documents.
B. Fees and Expenses. The Borrower acknowledges that all costs, fees
and expenses as described in Section 16.9 of the Loan Agreement incurred by the
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Agent and its counsel with respect to this Amendment and the documents and
transactions contemplated hereby shall be for the account of the Borrower.
C. Captions. The captions contained in this Amendment are for
convenience of reference only, are without substantive meaning and should not be
construed to modify, enlarge or restrict any provision.
D. Governing Law. THIS AMENDMENT SHALL BE INTERPRETED AND THE RIGHTS
AND LIABILITIES OF THE PARTIES HERETO DETERMINED IN ACCORDANCE WITH THE LAWS OF
THE PROVINCE OF ONTARIO AND THE FEDERAL LAWS OF CANADA APPLICABLE THEREIN.
E. Counterparts; Effectiveness. This Amendment may be executed in any
number of counterparts, and by the Agent, each Lender, the Parent and the
Borrower in separate counterparts, each of which shall be an original, but all
of which shall together constitute one and the same amendment; signature pages
may be detached from multiple separate counterparts and attached to a single
counterpart so that all signature pages are physically attached to the same
document. This Amendment (other than the provisions of Section 1 hereof, the
effectiveness of which is governed by Section 2 hereof) shall become effective
upon the execution of a counterpart hereof by the Borrower, the Parent, the
Agent and the Lenders and receipt by the Borrower and the Agent of written or
telephonic notification of such execution and authorization of delivery thereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and delivered by their respective officers thereunto duly authorized as
of the date first written above.
INTERTAN CANADA LTD.
By: /s/ Xxxxx X. Xxxxxxxxx
Name: Xxxxx X. Xxxxxxxxx
Title: Vice President
INTERTAN, INC.
By: /s/ Xxxxx X. Xxxxxxxxx
Name: Xxxxx X. Xxxxxxxxx
Title: Exec. VP & CFO
BANK OF AMERICA CANADA,
as Agent and as the Lender
By: /s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title: Vice-President
