Private & Confidential The Directors Bell Microproducts Limited Company Number: 03969946 Cox Lane
Private
& Confidential
The
Directors
Bell
Microproducts Limited
Company
Number: 03969946
Xxx
Xxxx
Chessington
Surrey KT9
1SJ Date: December 2009
Dear
Sirs
Syndicated
credit agreement dated 2 December 2002 between (1) Ideal Hardware Limited (now
called Bell Microproducts Limited) and Bell Microproducts Europe Export Limited
(as Original Borrowers), (2) B.M. Europe Partners C.V., (3) Bell Microproducts
BV, (4) Bank of America, National Association (as Arranger, Issuer, Swingline
Lender, Agent and Security Trustee) and (5) certain banks and financial
institutions (as Original Lenders) (as amended and/or restated from time to
time) (the "Credit Agreement").
We refer
to (a) the Supplemental Agreement to be entered into on or about the date of
this letter (the “Supplemental
Agreement”) and (b) the Credit Agreement.
Unless
otherwise defined or the context otherwise requires, words and expressions
defined in the Credit Agreement shall bear the same meanings when used in this
letter.
This
letter is the Fee Letter (2009). Unless otherwise expressly provided
in this letter, this letter is supplemental to and does not replace any previous
Fee Letter. In addition, for the avoidance of doubt, any fees payable in
accordance with the terms of the Credit Agreement or any other Finance Document
shall continue to be payable in accordance with the terms of such Finance
Document, unless this letter otherwise provides.
In
consideration of the term of the amendments to be effected by the Supplemental
Agreement, you agree with the Arranger as follows:
(22899080.02)
Amendment
Arrangement Fee
BMUK
shall pay (or procure that there in paid) to the Arranger for its own account an
amendment arrangement fee of £35,000. Such fee shall be earned and
payable in full on the Effective Date. No part of the renewal fee shall be
refundable in any circumstances.
This
letter shall constitute a Finance Document.
This
letter shall be governed by English law.
If the
foregoing is in accordance with your understanding, please execute and return
the enclosed copy of this letter to us.
Yours
faithfully
/s/ Xxx Xxxxxxx
……………………….
for and
on behalf of
Bank
of America, National Association
(in
its capacity as Arranger)
We accept
and agree to the above.
Yours
faithfully
/s/ Xxxxxxxx Xxx
……………………….
Director
for and
on behalf of
Bell
Microproducts Limited
