Exhibit 10.8
[IBM Credit Corporation Letterhead]
April 12, 2002
Xx. Xxxxxxx Xxxxxxxx,
Chief Financial Officer
Pemstar Inc.
0000 Xxxxxxxxxx Xxxxx XX
Xxxxxxxxxxx, XX
Mr. Xxxx Xxxxxx, President
Turtle Mountain Corporation
000 Xxx Xxxxx Xxxxxxx
Xx. Xxxx, XX 00000
Xx. Xxxxxxx Xxxxxxxx,
Chief Financial Officer
Pemstar Pacific Consultants Inc.
0000 Xxxxx Xxxxxx
Xxxxxxxx Xxxx, XX 00000
Re: Extension to Specific Terms of the Acknowledgment, Waiver #2 and Amendment
to Financing Agreement
Gentlemen:
Reference is hereby made to the following documents: (i) that certain
Xxxxxxx and Restated Revolving Credit Agreement dated June 29, 2001 (as amended,
modified and supplemented from time to time, the "Financing Agreement") among
Pemstar Inc. ("Customer"), Turtle Mountain Corporation ("Turtle Mountain") and
Pemstar Pacific Consultants Inc. ("Pemstar Pacific Consultants") (Customer,
Turtle Mountain and Pemstar Pacific Consultants are collectively the "Credit
Parties" and individually a "Credit Party") and IBM Credit Corporation ("IBM
Credit") and (ii) the Acknowledgment, Waiver #2 and Amendment to Financing
Agreement dated March 29, 2002 among the Credit Parties and IBM Credit (the
"Waiver #2 and Amendment"). Capitalized terms used herein without definition
shall have the meaning ascribed thereto in the Financing Agreement and the
Waiver and Amendment.
Under Section 5 of Waiver #2 and Amendment, IBM Credit conditioned the
effectiveness of its waiver of certain defaults upon the satisfaction of certain
conditions precedent. Section 5(iii) and 5(iv) of Waiver #2 and Amendment
required that (i) the Credit Parties close the Proposed Debt Issuance in an
amount not less than $20,000,000, with terms and conditions
satisfactory to IBM Credit, on or prior to Apri1 12, 2002 and (ii) US Bank shall
have consented to the Proposed Debt Issuance prior to April 12, 2002 and such
consent would be in form and substance satisfactory to IBM Credit.
As of April 12, 2002, the Credit Parties have failed to close the
Proposed Debt Issuance and provide evidence to IBM Credit of US Bank's consent
to the Proposed Debt Issuance, as more fully described in the Waiver #2 and
Amendment.
IBM Credit is willing to amend Sections 4(B), 5(iii) and (iv) of Waiver
#2 and Amendment by deleting the reference to April 12, 2002 therein and
substituting in lieu thereof April 19, 2002, provided that no Default or Event
of Default would occur as a result of such extension.
The amendment set forth herein shall be effective only with respect to
the specific matters referred to herein and shall not be deemed a waiver,
consent or amendment for any other purpose whatsoever. The Financing Agreement
and Waiver #2 and Amendment shall remain in full force and effect in accordance
with its terms.
Please sign below, and return to us, each of the Credit Parties
acknowledgment and agreement to the above on or prior to April 15, 2002.
Please call me if I can be of additional assistance in this matter at
(000) 000-0000.
Sincerely,
/s/ Xxxxxxxxx X. Xxxxxx
Xxxxxxxxx X. Xxxxxx
Manager, Americas Commercial Financing
Xxxxxx and acknowledged to by:
Pemstar Inc.
By:
---------------------------------------
Print Name:
-------------------------------
Date:
-------------------------------------
Turtle Mountain Corporation
By:
---------------------------------------
Print Name:
-------------------------------
Date:
-------------------------------------
Pemstar Pacific Consultants Inc.
By:
---------------------------------------
Print Name:
-------------------------------
Date:
-------------------------------------
[IBM Global Financing Letterhead]
April 19, 2002
Xx. Xxxxxxx Xxxxxxxx,
Chief Financial Officer
Pemstar Inc.
0000 Xxxxxxxxxx Xxxxx XX
Xxxxxxxxxxx, XX
Mr. Xxxx Xxxxxx, President
Turtle Mountain Corporation
000 Xxx Xxxxx Xxxxxxx
Xx. Xxxx, XX 00000
Xx. Xxxxxxx Xxxxxxxx,
Chief Financial Officer
Pemstar Pacific Consultants Inc.
0000 Xxxxx Xxxxxx
Xxxxxxxx Xxxx, XX 00000
Re: Second Extension to Specific Terms of the Acknowledgment,
Waiver #2 and Amendment to Financing Agreement
Gentlemen:
Reference is hereby made to the following documents: (i) that certain
Xxxxxxx and Restated Revolving Credit Agreement dated June 29, 2001 (as amended,
modified and supplemented from time to time, the "Financing Agreement") among
Pemstar Inc. ("Customer"), Turtle Mountain Corporation ("Turtle Mountain") and
Pemstar Pacific Consultants Inc. ("Pemstar Pacific Consultants") (Customer,
Turtle Mountain and Pemstar Pacific Consultants are collectively the "Credit
Parties" and individually a "Credit Party") and IBM Credit Corporation ("IBM
Credit"), (ii) the Acknowledgment, Waiver #2 and Amendment to Financing
Agreement dated March 29, 2002 among the Credit Parties and IBM Credit (the
"Waiver #2 and Amendment") and (iii) the letter from IBM Credit to the Credit
Parties dated April 12, 2002. Capitalized terms used herein without definition
shall have the meaning ascribed thereto in the Financing Agreement and the
Waiver #2 and Amendment.
Under Section 5 of Waiver #2 and Amendment, IBM Credit conditioned the
effectiveness of its waiver of certain defaults upon the satisfaction of certain
conditions precedent. Section 5(iii) and 5(iv) of Waiver #2 and ,Amendment
required that (i) the Credit Parties close the
Proposed Debt Issuance in an amount not less than $20,000,000, with terms and
conditions satisfactory to IBM Credit, on or prior to April 12, 2002 and (ii)
that US Bank shall have consented to the Proposed Debt Issuance prior to April
12, 2002 and such consent would be in form and substance satisfactory to IBM
Credit.
IBM Credit amended Section 4(B), 5(iii) and 5(iv) of Waiver #2 and
Amendment by deleting the reference to April 12, 2002 therein and substituting
in lieu thereof April 19, 2002.
As of April 19, 2002, the Credit Parties have failed to close the
Proposed Debt Issuance and provide evidence to IBM Credit of US Bank's consent
to the Proposed Debt Issuance, as more fully described in the Waiver #2 and
Amendment,
IBM Credit is willing to amend Sections 4(B), 5(iii) and 5(iv) of
Waiver #2 and Amendment by deleting the reference to April 19, 2002 and
substituting in lieu thereof April 30, 2002, provided that no Default or went of
Default would occur as a result of such extension.
This amendment shall be effective only with respect to the matters
referred to herein and shall not be deemed a waiver, consent or amendment for
any other purpose whatsoever. The Financing Agreement and Waiver #2 and
Amendment shall remain in full force and effect in accordance with its terms.
Please sign below, and return to us, each of the Credit Parties
acknowledgment and agreement to the above on or prior to April 22, 2002.
Please call me if I can be of additional assistance in this matter at
(000) 000-0000.
Sincerely,
/s/ Xxxxxxxxx X. Xxxxxx
Xxxxxxxxx X. Xxxxxx
Manager, Americas Commercial Financing
Xxxxxx and acknowledged to by:
Pemstar Inc.
By: /s/ Xxxxxxx X. Xxxxxxxx
---------------------------------------
Print Name: Xxxxxxx X. Xxxxxxxx
-------------------------------
Date: 4-22-01
-------------------------------------
Turtle Mountain Corporation
By: /s/ X. X. Xxxxxxx
---------------------------------------
Print Name: X. X. Xxxxxxx
-------------------------------
Date: 4/22/02
-------------------------------------
Pemstar Pacific Consultants Inc.
By: /s/ Xxxxxxx X. Xxxxxxxx
---------------------------------------
Print Name: Xxxxxxx X. Xxxxxxxx
-------------------------------
Date: 4-22-02
-------------------------------------
[IBM Global Financing Letterhead]
April 30, 2002
Xx. Xxxxxxx Xxxxxxxx
Chief Financial Officer
Pemstar Inc.
0000 Xxxxxxxxxx Xxxxx XX
Xxxxxxxxxxx, XX
Mr. Xxxx Xxxxxx, President
Turtle Mountain Corporation
000 Xxx Xxxxx Xxxxxxx
Xx. Xxxx, XX 00000
Xx. Xxxxxxx Xxxxxxxx,
Chief Financial Officer
Pemstar Pacific Consultants Inc.
0000 Xxxxx Xxxxxx
Xxxxxxxx Xxxx, XX 00000
Re: Third Extension to Specific Terms of the Acknowledgement,
Waiver #2 and Amendment to Financing Agreement
Gentlemen:
Reference is hereby made to the following documents: (i) that certain
Xxxxxxx and Restated Revolving Credit Agreement dated June 29, 2001 (as amended,
modified and supplemented from time to time, the "Financing Agreement") among
Pemstar Inc. ("Customer), Turtle Mountain Corporation ("Turtle Mountain") and
Pemstar Pacific Consultants Inc. ("Pemstar Pacific Consultants") (Customer,
Turtle Mountain and Pemstar Pacific Consultants are collectively the "Credit
Parties" and individually a "Credit Party") and IBM Credit Corporation ("IBM
Credit") (ii) the Acknowledgement, Waiver #2 and Amendment to Financing
Agreement dated March 29, 2002 among the Credit Parties and IBM Credit (the
"Waiver #2 and Amendment") (iii) the letter from IBM Credit to the Credit
Parties dated April 12, 2002 (the "April 12, 2002 Letter") and (iv) the letter
from IBM Credit to the Credit Parties dated April 19, 2002 (the "April 19, 2002
Letter"). Capitalized terms used herein without definition shall have the
meaning ascribed thereto in the Financing Agreement and the Waiver #2 and
Amendment.
Under Section 5 of the Waiver #2 and Amendment, IBM Credit conditioned
the effectiveness of its waiver of certain defaults upon the satisfaction of
certain conditions precedent. Section 5(iii) and 5(iv) of Waiver #2 and
Amendment required that (i) the Credit Parties close the Proposed Debt Issuance
in an amount not less than $20,000,000, with terms and conditions satisfactory
to IBM Credit, on or prior to April 12, 2002 and (ii) that US Bank shall
have consented to the Proposed Debt Issuance prior to April 12, 2002 and such
consent would be in form and substance satisfactory to IBM Credit.
In the April 12, 2002 Letter, IBM Credit amended Section 4(b), 5(iii)
and 5(iv) of Waiver #2 and Amendment by deleting the reference to April 12, 2002
therein and substituting in lieu thereof April 19, 2002.
As of April 19, 2002, the Credit Parties have failed to close the
Proposed Debt Issuance and provide evidence to IBM Credit of US Bank's consent
to the Proposed Debt Issuance, as more fully described in the Waiver #2 and
Amendment.
In the April 19, 2002 Letter, IBM Credit again amended Section 4(b),
5(iii) and 5(iv) of Waiver #2 and Amendment by deleting the reference to April
19, 2002 therein and substituting in lieu thereof April 30, 2002.
As of April 30, 2002, the Credit Parties have again failed to close the
Proposed Debt Issuance and provide evidence to IBM Credit of US Bank's consent
to the Proposed Debt Issuance, as more fully described in the Waiver #2 and
Amendment.
IBM Credit is willing to amend Sections 4(b), 5(iii) and 5(iv) of
Waiver #2 and Amendment by deleting the reference to April 30, 2002 and
substituting in lieu thereof May 7, 2002, provided that no Default of Event of
Default would occur as a result of such extension.
This amendment shall be effective only with respect to the matters
referred to herein and shall not be deemed a waiver, consent or amendment for
any other purpose whatsoever. The Financing Agreement and Waiver #2 and
Amendment shall remain in full force and effect in accordance with its terms.
Please sign below, and return to us, each of the Credit Parties
acknowledgment and agreement to the above on or prior to May 1, 2002.
Please call me if I can be of additional assistance in this matter at
(000) 000-0000.
Sincerely,
/s/ Xxxxxxxxx X. Xxxxxx
Xxxxxxxxx X. Xxxxxx
Manager, Americas Commercial Financial
Xxxxxx and acknowledged to by:
Pemstar Inc.
By: /s/ Xxxxxxx X. Xxxxxxxx
---------------------------------------
Print Name: Xxxxxxx X. Xxxxxxxx
---------------------------------
Date: 5/1/02
Turtle Mountain Corporation
By: /s/ Xx Xxxxxxx
---------------------------------------
Print Name: Xx Xxxxxxx
Date: 5/1/02
Pemstar Pacific Consultants Inc.
By: /s/ Xxxxxxx X. Xxxxxxxx
---------------------------------------
Print Name: Xxxxxxx X. Xxxxxxxx
---------------------------------
Date: 5/1/02
May 3, 2002
Xx. Xxxxxxx Xxxxxxxx,
Chief Financial Officer
Pemstar Inc.
0000 Xxxxxxxxxx Xxxxx XX
Xxxxxxxxxxx, XX 00000
Mr. Xxxx Xxxxxx, President
Turtle Mountain Corporation
000 Xxx Xxxxx Xxxxxxx
Xx. Xxxx, XX 00000
Xx. Xxxxxxx Xxxxxxxx,
Chief Financial Officer
Pemstar Pacific Consultants Inc.
0000 Xxxxx Xxxxxx
Xxxxxxxx Xxxx, XX 00000
RE: Consent
Gentlemen:
Reference is hereby made to the Amended and Restated Revolving Credit
Agreement dated June 29, 2001 among IBM Credit Corporation ("IBM Credit"),
Pemstar Inc. (the "Customer"), Turtle Mountain Corporation ("Turtle Mountain")
and Pemstar Pacific Consultants Inc. ("Pemstar Pacific Consultants", Pemstar
Pacific Consultants, the Customer and Turtle Mountain are collectively referred
to as the "Credit Parties") (as amended, modified and supplemented the
"Financing Agreement"). Capitalized terms used herein without definition shall
have the meaning ascribed thereto in the Financing Agreement.
This letter replaces in its entirety that letter dated April 4, 2002
between IBM Credit and the Credit Parties with respect to the issuance by the
Customer of subordinated convertible debt.
The Customer has advised IBM Credit that they desire to issue an
initial tranche of subordinated convertible debt in an amount equal to
$5,000,000 on or before May 8, 2002 ("Initial Issuance") and thereafter up to
$45,000,000 of subordinated convertible debt (in several additional tranches)
("Additional Issuance") (the Initial Issuance and the Additional Issuance are
collectively referred to as the "Proposed Subordinated Debt") and has asked IBM
Credit to consent to the issuance of the Proposed Subordinated Debt. IBM Credit
consents to the issuance
of the Proposed Subordinated Debt subject to the fulfillment of all the
following conditions precedent to the satisfaction of IBM Credit in its sole
discretion:
1. IBM Credit shall have received all the final documents
relating to the Proposed Subordinated Debt including without
limitation, the subordinated convertible note, securities
purchase agreement and warrants and such documents and the
terms and conditions of the Proposed Subordinated Debt shall
be in form and substance satisfactory to IBM Credit;
2. The Proposed Subordinated Debt shall be unsecured and
subordinated to the Indebtedness and Obligations of the Credit
Parties to IBM Credit on terms and conditions satisfactory to
IBM Credit;
3. The expiry date of the Proposed Subordinated Debt is no
earlier than May 1, 2007;
4. U.S. Bank shall have consented to the issuance of the
Proposed Subordinated Debt ("U.S. Bank Consent") and IBM
Credit shall have received a copy of the U.S. Bank Consent and
the U.S. Bank Consent shall be in form and substance
satisfactory to IBM Credit;
5. IBM Credit and the Credit Parties shall have entered into
an amendment to the Financing Agreement in form and substance
satisfactory to IBM Credit;
6. IBM Credit shall have received a copy of this letter
acknowledged by the Customer, Turtle Mountain and Pemstar
Pacific Consultants; and
7. U.S. Bank and IBM Credit shall have entered into an
amendment to the Intercreditor Agreement dated June 29, 2001
in form and substance satisfactory to IBM Credit.
The consent contained herein shall be effective only with respect to
the matters referred to herein and shall not be deemed a consent for any other
purpose whatsoever. In addition, the consent shall only be effective when IBM
Credit notifies you in writing that the conditions precedent to this consent
have been fulfilled to IBM Credit's satisfaction.
The consent contained herein is given with the understanding and
conditioned upon the Credit Parties acknowledging and agreeing that (as
indicated by their signature below) notwithstanding any prior course of conduct
or dealing between IBM Credit and the Credit Parties, the terms of the Proposed
Subordinated Debt are such that IBM Credit may not have the
same flexibility to amend and grant waivers under the Financing Agreement in the
future and IBM Credit may be forced to exercise remedies (including
acceleration) more quickly in order to protect its interests vis a vis the
holders of the Proposed Subordinated Debt.
Except as set forth herein, the Financing Agreement shall remain in
full force and effect in accordance with its terms.
This consent may be signed in any number of counter parts with the same
effect as if the signature thereto and hereto were upon the same instrument.
Very truly yours,
/s/ Xxxxxxxxx X. Xxxxxx
IBM Credit Corporation
Acknowledged and Agreed to:
PEMSTAR INC.
By: /s/ Xxxxx X. Xxxxx
------------------------------
Vice President, General Counsel
and Corporate Secretary
TURTLE MOUNTAIN CORPORATION
By: /s/ Xxxxx X. Xxxxx
------------------------------
Director, Secretary
PEMSTAR PACIFIC CONSULTANTS INC.
By: /s/ Xxxxx X. Xxxxx
------------------------------
Director, Secretary
May 3, 2002
Xx. Xxxxxxx Xxxxxxxx,
Chief Financial Officer
Pemstar Inc.
0000 Xxxxxxxxxx Xxxxx XX
Xxxxxxxxxxx, XX 00000
Mr. Xxxx Xxxxxx, President
Turtle Mountain Corporation
000 Xxx Xxxxx Xxxxxxx
Xx. Xxxx, XX 00000
Xx. Xxxxxxx Xxxxxxxx,
Chief Financial Officer
Pemstar Pacific Consultants Inc.
0000 Xxxxx Xxxxxx
Xxxxxxxx Xxxx, XX 00000
RE: Consent
Gentlemen:
Reference is xxxxxx made to:
1. the Amended and Restated Revolving Credit Agreement dated June 29, 2001 among
IBM Credit Corporation ("IBM Credit"), Pemstar Inc. (the "Customer"), Turtle
Mountain Corporation ("Turtle Mountain") and Pemstar Pacific Consultants Inc.
("Pemstar Pacific Consultants", Pemstar Pacific Consultants, the Customer and
Turtle Mountain are collectively referred to as the "Credit Parties"); and
2. the consent letter dated May 3, 2002 (the "Consent Letter") by and between
the Credit Parties and IBM Credit.
IBM Credit hereby notifies you that the conditions to the effectiveness
of the Consent Letter for the issuance of the Proposed Subordinated Debt (as
defined in the Consent Letter) have been satisfied and accordingly, IBM Credit's
consent in the Consent Letter is effective provided that the subordinated notes
issued by the Customer are substantially identical in form to the drafts of the
notes distributed to IBM Credit on May 3, 2002.
Very truly yours,
/s/ Xxxxxxxxx X. Xxxxxx
IBM Credit Corporation
