AGENT'S RESIGNATION AND APPOINTMENT
AGREEMENT
This Agent's Resignation and Appointment Agreement
("Agreement") is made this 28th day of August, 1998, by and
among Deutsche Bank AG, New York Branch, as administrative agent
("Deutsche Bank"), Deutsche Bank AG, New York Branch and U.S.
Bank National Association, as co-agents, Deutsche Bank AG, New
York and/or Cayman Islands Branch, U.S. Bank National
Association, Fleet National Bank, KeyBank National Association,
The Bank of Nova Scotia and The Sumitomo Bank, Limited., as
Lenders (the "Lenders"), Micron Electronics, Inc., a Minnesota
corporation (the "Borrower"), and Credit Suisse First Boston
("CSFB").
Recitals
A. The parties hereto, other than CSFB, entered into a
Credit Agreement dated June 10, 1998 (the "Credit Agreement"),
under which Deutsche Bank was appointed administrative agent for
Lenders.
B. Borrower has requested, and Deutsche Bank has agreed,
that Deutsche Bank resign its appointment as administrative agent
for Lenders.
C. Borrower and Lenders desire to appoint CSFB as the
administrative agent for Lenders, in replacement of Deutsche
Bank.
D. CSFB is willing to accept the appointment as
administrative agent for Lenders.
Agreement
1. Definitions. Capitalized terms used herein and not
otherwise defined shall have the meanings given in the Credit
Agreement.
2. Resignation. Deutsche Bank hereby resigns, effective
upon the Effective Date (defined in Section 4 below), as
administrative agent and as co-agent for Lenders under the Credit
Agreement. This Agreement shall constitute written notice of
resignation for purposes of Section 9.6 of the Credit Agreement.
3. Appointment and Consent. In accordance with Section
9.6 of the Credit Agreement, the Lenders hereby appoint CSFB as
administrative agent and as co-agent effective upon the Effective
Date and authorize CSFB to take all such action and exercise all
such power as agent on behalf of the Lenders as is delegated to
the Agent by the terms of the Credit Agreement. CSFB hereby
consents to and accepts such appointment as administrative agent
and as co-agent and shall have all the duties and
responsibilities of the Agent under the Credit Agreement in
accordance with the terms thereof.
4. Effectiveness. This Agreement shall become effective
upon the execution and delivery of a copy of this Agreement,
whether the same or different copies, by Deutsche Bank, each of
the Co-Agents and Majority Lenders, the Borrower and CSFB (the
"Effective Date"). This Agreement may be executed in
counterparts, each of which when so executed shall be deemed an
original, but all such counterparts together shall constitute but
one and the same instrument.
5. Miscellaneous.
(a) This Agreement is made and executed under and
shall in all respects be governed and enforced by and construed
in accordance with the substantive laws (and not the choice of
law provisions) of the State of New York
(b) Pursuant to Section 11.5 of the Credit Agreement,
the address designated for notices with regard to CSFB shall be
as set forth below its signature hereto.
In Witness Whereof, the parties hereto have caused this
Agreement to be executed as of the date first written above.
Agent: Deutsche Bank AG, New York Branch
By /s/Andre Heitbaum
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Its Asst. Vice President
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By /s/Xxxxxxx X. Xxxxxxx
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Its Vice President
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Co-Agents: Deutsche Bank AG, New York Branch
By /s/Andre Heitbaum
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Its Asst. Vice President
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By /s/Xxxxxxx Xxxxxxx
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Its Vice President
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U.S. Bank National Association
By /s/Xxxx Xxxxxx
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Its Vice President
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Lenders: Deutsche Bank AG, New York Branch
and/or Cayman Islands Branches
By /s/Andre Heitbaum & Xxxxxxx Xxxxxxx
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Its Asst. Vice President & Vice President
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U.S. Bank National Association
By /s/Xxxx Xxxxxx
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Its Vice President
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Fleet National Bank
By /s/Xxxxxx Xxxxxx
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Its Asst. Vice President
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Keybank National Association
By /s/Xxxxxxx X. Xxxxx, Xx.
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Its Asst. Vice President
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The Bank Of Nova Scotia
By /s/Maarten Van Otterloo
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Its Senior Relationship Manager
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The Sumitomo Bank, Limited
By /s/Xxxx X. Xxxxxxxxx
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Its General Manager
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CSFB: Credit Suisse First Boston
By /s/Xxxxx X. Xxxxxx
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Its Vice President
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By /s/Xxxxx X. Xxxxxxxxx
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Its Vice President
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Address: 00 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxxxxxxx X. Xxxxxx
Telephone: (000) 000-0000
Telefax: (000) 000-0000
Borrower: Micron Electronics, Inc.
By /s/T.Xxxx Xxxx
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Its Executive Vice President & CFO
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