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EX-10.42 4 a88094exv10w42.txt EXHIBIT 10.42 EXHIBIT 10.42 February 21, 2003 To each of the Lenders under the Credit Agreement referred to herein c/o The Bank of Nova Scotia, as Administrative Agent One Liberty Plaza, 25th Floor New York, NY 10006 Ladies and Gentlemen: Reference is made to the Credit Agreement dated as of December 13, 2002 (the "CREDIT AGREEMENT"), among Ingram Micro Inc. ("MICRO") and Ingram Micro Coordination Center BVBA (formerly known as Ingram European Coordination Center N.V.) ("COORDINATION CENTER" and, together with Micro, the "INITIAL BORROWERS"), the various financial institutions as are, or may from time to time become, parties thereto (collectively, the "LENDERS") and The Bank of Nova Scotia as the Administrative Agent for the Lenders and ABN AMRO Bank N.V. as the Syndication Agent for the Lenders. Capitalized terms used herein without definition have the meanings given in the Credit Agreement. The Initial Borrowers hereby request that the Lenders agree to amend the definition of "ADDITIONAL PERMITTED LIENS" in Section 1.1 of the Credit Agreement by: (i) restating subclause (a)(i) therein in its entirety to read as follows: "(i) the sum of the Amount of Additional Liens on that date plus the amount of cash and cash equivalents or investments subject to Liens permitted by clause (c) of this definition on that date does not exceed 20% of Consolidated Tangible Net Worth on that date" and (ii) adding a new clause (c) at the end thereof reading as follows: "and (c) Liens on cash and cash equivalents or investments (and the deposit or other accounts to which such cash and cash equivalents and investments are credited) securing obligations under any interest rate protection agreement, foreign currency exchange agreement, commodity price protection agreement or other interest rate, currency exchange rate or commodity price hedging agreement but only to the extent that the sum of the Amount of Additional Liens on that date plus the amount of such cash and cash equivalents or investments on that date does not exceed 20% of Consolidated Tangible Net Worth on that date." By its execution in the place provided below, each Lender agrees that the Credit Agreement shall be amended as stated in the preceding paragraph. This letter agreement and the amendments to the Credit Agreement made hereby shall become effective as of the date hereof when the Administrative Agent shall have received from Lenders constituting the Required Lenders a counterpart hereof signed by each such party or facsimile or other written confirmation (in form satisfactory to the Administrative Agent) that such party has signed a counterpart hereof. Each reference to "hereof", "hereunder", "herein" and "hereby" and each other similar reference and each reference to "this Agreement" and each other similar reference contained in the Credit Agreement shall, after this letter agreement becomes effective, refer to the Credit Agreement as amended hereby. This letter agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This letter agreement shall be governed by and construed in accordance with the laws of the State of New York. [Remainder of this page intentionally left blank] Very truly yours, INGRAM MICRO INC By /s/ James F. Ricketts --------------------------------- Name: James F. Ricketts Title: Vice President and Treasurer INGRAM MICRO COORDINATION CENTER BVBA (formerly known as INGRAM EUROPEAN COORDINATION CENTER N.V.) By /s/ Karel Everaet --------------------------------- Name: Karel Everaet Title: Managing Director Agreed to and Accepted as of the date first written above: THE BANK OF NOVA SCOTIA By /s/ Chris Johnson --------------------------------- Name: Chris Johnson Title: Managing Director ABN AMRO BANK N.V. By /s/ Peter Hsu --------------------------------- Name: Peter Hsu Title: Vice President By /s/ Maria Vickroy-Peralta --------------------------------- Name: Maria Vickroy-Peralta Title: Executive Director FLEET NATIONAL BANK By /s/ Joan Kickhaefer --------------------------------- Name: Joan Kickhaefer Title: Managing Director KEY CORPORATE CAPITAL, INC. By /s/ Robert W. Boswell --------------------------------- Name: Robert W. Boswell Title: Vice President MORGAN STANLEY BANK By /s/ Jaap L. Tonckens --------------------------------- Name: Jaap L. Tonckens Title: Vice President UNION BANK OF CALIFORNIA, N.A. By /s/ James Heim --------------------------------- Name: James Heim Title: Vice President