Exhibit 10.2.7
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The Bank of Nova Scotia
Scotia Plaza
40 King Street West
Box 4085, Station "A"
Toronto, Ontario
Canada M5W2X6
Scotia Capital
December 16, 2003
BY E-MAIL
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Attention: Maxxcom Inc. ("Maxxcom") Senior Lenders
Dear Sirs/Mesdames:
Re: Amendment Request
________________________________________________________________________________
a) Maxxcom has requested The Bank of Nova Scotia, as Administrative Agent,
seek the consent of the Majority Lenders to the following requests:
1. Increase the Capital Expenditure Limit. Maxxcom has requested that
the capital expenditure limit be increased to C$10 million per year
for fiscal years 2003 and 2004. This is a Majority Lender issue.
2. Increase the amount of debt permitted at Accent to US$10 million. The
current forecast for 2004 is that debt at Accent will exceed US$8
million during the first half of fiscal 2004. This request requires
the consent of the Majority Lenders.
3. Waive the requirement for any equity injections into Maxxcom, made by
MDC, to permanently reduce the credit facility. Maxxcom would like
the ability to seek additional equity from its parent, if required in
light of the amortization schedule. This is a Majority Lender issue.
4. Permit Maxxcom U.S. to borrow, on an unsecured basis, from its
subsidiaries in conjunction with a cash management system to be
implemented by Bank of Montreal / Xxxxxx Bank. Maxxcom is working
with Xxxxxx Bank to implement a cash management system that will see
Maxxcom U.S. and all of its U.S. subsidiaries (beginning with
wholly-owned subsidiaries) open accounts with Xxxxxx Bank, permitting
cash to be netted against a swingline provided by Xxxxxx Bank (as a
carve-out of BMO's allocation of the U.S. credit facility). Inherent
in this system is the existence of unsecured loans from subsidiaries
to their parent, Maxxcom U.S. This request requires the consent of
the Majority Lenders.
b) Please find attached a summary of Maxxcom's Operating Results and Financial
Position as at November 30, 2003 and a summary of projected capital
expenditures.
c) A copy of the quarterly reporting as at September 30, 2003 has been
forwarded under separate cover.
Please execute the attached consent form and fax it back to Xxxxx Xxxxxxxx'
attention by Monday, December 29th, 2003.
Yours truly,
THE BANK OF NOVA SCOTIA, as Agent
By: _________________________________
Xxxxx Xxxxxxxx
Director, Scotia Capital
Loan Syndications
CONSENT FORM
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The Bank of Nova Scotia
00 Xxxx Xxxxxx Xxxx, 00xx Xxxxx
Xxxxxxx, Xxxxxxx X0X 0X0
Attention: Xxxxx Xxxxxxxx
We are in receipt of your letter dated December 15, 2003 in which you informed
our institution of Maxxcom Inc.'s ("Maxxcom") requests.
1. We consent / do not consent to increasing the capital expenditure
limit to C$10 million for fiscal 2003 and 2004.
2. We consent / do not consent to increasing the amount of debt
permitted at Accent to US$10 million.
3. We consent / do not consent to waiving the requirement for any equity
injections into Maxxcom, made by MDC, to permanently reduce the
credit facility.
4. We consent / do not consent to permitting Maxxcom U.S. to borrow, on
an unsecured basis, from its subsidiaries in conjunction with a cash
management system to be implemented Bank of Montreal / Xxxxxx Bank.
Name: _________________________________
Title: _________________________________
Institution: _________________________________
Please complete and return this Consent Form to Xxxxx Xxxxxxxx (Fax: 416 866
3329) by no later than 5:00 pm on Monday, December 29th, 2003. Consent forms
that do not have either "consent" or "do not consent" circled will be deemed
to be consenting.
