EXHIBIT 4.25
--------------------------------------------------------------------------------
CREDIT AGREEMENT AMENDMENT
(FACILITY B LETTER OF CREDIT)
(Dated: May 12, 2003)
BETWEEN:
---------------------------------
TELVENT CANADA LTD.
- AND -
LASALLE BUSINESS CREDIT, A DIVISION OF ABN AMRO BANK N.V., CANADA
BRANCH
---------------------------------
XXXXX & XXXXXXXX
SUITE 0000
000 - 0XX XXXXXX X.X.
XXXXXXX, XXXXXXX
X0X 0X0
--------------------------------------------------------------------------------
TABLE OF CONTENTS
ARTICLE 1.
INTERPRETATION ............................................................................ Page 1
SECTION 1.1 DEFINITIONS .............................................................. Page 1
ARTICLE 2.
LETTER OF CREDIT FACILITY AMENDED ......................................................... Page 2
SECTION 2.1 ADDITION OF FACILITY B LETTER OF CREDIT .................................. Page 2
ARTICLE 3.
VERIFICATION OF TELVENT CONTRIBUTION ...................................................... Page 3
SECTION 3.1 CONFIRMATION OF TELVENT FUNDING BY THE BORROWER............................ Page 3
ARTICLE 4.
CREDIT AGREEMENT IF FULL FORCE ............................................................ Page 4
SECTION 4.1 CREDIT AGREEMENT OTHERWISE UNAMENDED ..................................... Page 4
SECTION 4.2 AMENDMENT PURSUANT TO CREDIT AGREEMENT ................................... Page 4
ARTICLE 5.
MISCELLANEOUS ............................................................................. Page 4
SECTION 5.1 GOVERNING LAW ............................................................ Page 4
SECTION 5.2 CONSENT TO JURISDICTION .................................................. Page 4
SECTION 5 3 BENEFIT OF THE AGREEMENT ................................................. Page 4
SECTION 5.4 SEVERABILITY ............................................................. Page 5
SECTION 5.5 AMENDMENTS AND WAIVERS ................................................... Page 5
SECTION 5 6 BINDING EFFECT ........................................................... Page 5
SECTION 5.7 TIME OF THE ESSENCE ...................................................... Page 5
SECTION 5.8 COUNTERPARTS ............................................................. Page 5
CREDIT FACILITY AMENDING AGREEMENT
THIS AGREEMENT MADE as of May 12, 2003.
BETWEEN:
TELVENT CANADA LTD., a Corporation, incorporated under the Laws of
Canada, and having an office in the City of Calgary in the Province
of Alberta (herein referred to as the "Borrower")
OF THE FIRST PART
- and -
LASALLE BUSINESS CREDIT, A DIVISION OF ABN AMRO BANK N.V., CANADA
BRANCH, a Canadian Branch of a Foreign Bank, under the Bank Act
(Canada), and having an office in the City of Toronto in the
Province of Ontario (herein referred to as the "Bank")
OF THE SECOND PART
WHEREAS the Borrower and the Bank entered into the Credit Agreement;
AND WHEREAS the Borrower and the Bank wish to amend the Credit Agreement
to provide for the issue of a Letter of Credit under Facility B.
NOW THEREFORE, in consideration of the terms, covenants, conditions and
provisions hereof, given or made by each party hereto, to or in favour of all or
any of the other parties hereto, and other good and valuable consideration
(receipt and sufficiency whereof is hereby acknowledged by each party receiving
the same) the parties hereto mutually covenant and agree as follows.
ARTICLE 1.
INTERPRETATION
SECTION 1.1 DEFINITIONS
In this Agreement, capitalized expressions used herein shall have the
meanings given them in the Credit Agreement and in this Agreement, unless
something in the subject matter or context is inconsistent therewith:
"CREDIT AGREEMENT" means the credit agreement dated May 2, 2003 between the
Borrower and the Bank, as the same may be amended from time to time.
Page 2
ARTICLE 2.
LETTER OF CREDIT FACILITY AMENDED
SECTION 2.1 ADDITION OF FACILITY B LETTER OF CREDIT
2.1.1 Effective as of the date hereof, Section 9.1 of the Credit
Agreement is hereby amended by replacing that Section with the
following:
"SECTION 9.1 OBLIGATION To ISSUE LETTERS OF CREDIT
Subject to the terms and conditions of this Agreement and the Master
Letter of Credit Agreement, and in reliance upon the representations,
warranties and covenants of the Borrower herein set forth, the Bank hereby
agrees to issue for the account of the Borrower:
9.1.1 one or more Letters of Credit in respect of Facility A
denominated in Canadian Dollars or U.S. Dollars in accordance with
this Article, from time to time during the period, commencing on the
Closing Date and ending on the 6th Banking Day prior to the
termination of the obligation of the Bank to fund Advances
hereunder; and
9.1.2 a single Letter of Credit in respect of Facility B, in the
maximum amount of U.S. $2,100,000, in accordance with this Article,
commencing on a date mutually agreed upon by the Borrower and the
Bank and having a draw date ending on February 24, 2004."
2.1.2 Effective as of the date hereof, Section 9.2 of the Credit
Agreement is hereby amended by replacing that Section with the
following:
"SECTION 9.2 TYPES AND AMOUNTS
Notwithstanding the foregoing, the Bank shall not have any obligation to:
9.2.1 issue or amend any Letter of Credit in respect of amounts
advanced under Facility A if on the date of issuance or amendment,
before or after giving effect to the Letter of Credit requested
hereunder:
(a) the amount of the Obligations in respect of Facility A at such
time would exceed the amount permitted by Section 2.11, at such
time, or
(b) the aggregate outstanding amount of the L/C Obligations would
exceed U.S. $2,000,000, or the Equivalent Amount in Canadian
Dollars, calculated as of the date of issuance of any Letter of
Credit; or
Page 3
9.2.2 issue or amend any Letter of Credit in respect of amounts advanced
under Facility B if on the date of issuance or amendment, before or
after giving effect to the Letter of Credit requested hereunder:
(a) the amount of the Obligations in respect of Facility B at such time
would exceed the amount permitted by Section 2.11, at such time, or
(b) the aggregate outstanding amount of the L/C Obligations would exceed
U.S. $2,100,000, or the Equivalent Amount in Canadian Dollars,
calculated as of the date of issuance of any Letter of Credit;
(c) the terms thereof permit any draw thereunder if the amount required
to be contributed to the Borrower by Telvent has not then been made
in accordance with Subsection 2.5.1 of the Credit Agreement; or"
9.2.3 issue or amend any Letter of Credit which has an expiration date
later than the date which is the earlier of:
(a) 1 year after the date of issuance thereof, or
(b) 5 Banking Days immediately preceding the termination of the
obligation of the Bank to fund Advances hereunder;
Provided, That any Letter of Credit with a one year tenor may provide
for the renewal thereof for additional one year periods, which in no
event shall extend beyond the date referred to in clause 9.2.3.(b)
above."
ARTICLE 3.
VERIFICATION OF TELVENT CONTRIBUTION
SECTION 3.1 CONFIRMATION OF TELVENT FUNDING BY THE BORROWER
The Borrower covenants and agrees with the Bank that is shall forthwith
notify in writing the Bank and ABN AMRO BRANCH, Madrid Branch, Madrid, Spain, of
the satisfaction of the condition set forth in Subsection 2.5.1 of the Credit
Agreement and shall provide to the Bank the independent confirmation thereof, in
form reasonably satisfactory to the Bank that such funding has been made by
Telvent.
Page 4
ARTICLE 4.
CREDIT AGREEMENT IF FULL FORCE
SECTION 4.1 CREDIT AGREEMENT OTHERWISE UNAMENDED
Except as specifically herein provided, the Credit Agreement remains
unamended and in full force and effect as at the date hereof.
SECTION 4.2 AMENDMENT PURSUANT To CREDIT AGREEMENT
This Agreement constitutes an amendment within the meaning of Section
18.10 of the Credit Agreement.
ARTICLE 5.
MISCELLANEOUS
SECTION 5.1 GOVERNING LAW
This Agreement shall be conclusively deemed to be a contract made under,
and shall for all purposes be governed by and construed in accordance with the
laws of the Province of Alberta and the federal laws of Canada therein
applicable to contracts made in and to be wholly performed in such Province,
without prejudice to or limitation of any other rights or remedies available
under the laws of any jurisdiction where property or assets of the Borrower may
be found.
SECTION 5.2 CONSENT To JURISDICTION
5.2.1 The Borrower hereby irrevocably submits to the jurisdiction of any
Alberta court sitting in Calgary in any action or proceeding arising
out of or relating to this Agreement and the Security Documents and
hereby irrevocably agrees that all claims in respect of any such
action or proceeding may be heard and determined in such Alberta
court. The Borrower hereby consents to service upon it at its
address set out in Section 18.2 of the Credit Agreement of copies of
the statement of claim and any process issued in respect of any such
action or proceeding. The Borrower agrees that a final judgment in
any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any
other manner provided by law.
5.2.2 Nothing in this Section shall affect the right of the Bank to serve
legal process in any other manner permitted by law or affect the
right of the Bank to bring any action or proceeding against the
Borrower or its property in the courts of other jurisdictions.
SECTION 5.3 BENEFIT OF THE AGREEMENT
This Agreement shall enure to the benefit of and be binding upon the
Borrower and the Bank, and their respective successors and permitted assigns.
Page 5
SECTION 5.4 SEVERABILITY
Any provision of this Agreement which is prohibited or unenforceable in
any jurisdiction shall not invalidate the remaining provisions hereof and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.
SECTION 5.5 AMENDMENTS AND WAIVERS
Except as otherwise specifically provided herein, any provision of this
Agreement may be amended only by the Borrower and the Bank in writing and may be
waived only if the Bank so agrees in writing. Any such waiver and any consent by
the Bank under any provision of this Agreement may be given subject to any
conditions thought fit by the Bank. Any waiver or consent shall be effective
only in the instance and for the purpose for which it is given.
SECTION 5.6 BINDING EFFECT
This Agreement shall become effective when it shall have been executed by
the Borrower and the Bank and thereafter shall be binding upon and enure to the
benefit of the Borrower and the Bank and their respective successors and
assigns. The Borrower shall not assign its rights and obligations hereunder or
any interest herein without the prior consent of all the Bank.
SECTION 5.7 TIME OF THE ESSENCE
Time shall be of the essence of this Agreement.
SECTION 5.8 COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original and all of which taken together shall be
deemed to constitute one and the same instrument, and
Page 6
it shall not be necessary in making proof of this Agreement to produce or
account for more than one such counterpart.
IN WITNESS WHEREOF the Parties hereto have duly executed this Agreement as
of the date first above written.
TELVENT CANADA LTD. LASALLE BUSINESS CREDIT, A DIVISION OF ABN
AMRO BANK N.V., CANADA BRANCH
/s/ Xxxxx Xxxxx /s/ Xxxxx Xxxxxx
----------------------------------- ------------------------------------------
/s/ Xxxxxxx Xxxxxx /s/ Xxxxx Xxxx
----------------------------------- ------------------------------------------
