Prepared by MERRILL CORPORATION




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EXHIBIT 10.4    
  



	


	 	 

	

 	 	Rick A. Gibson

Commercial Leading Specialist
Commercial Banking

Commerce Place 7th Floor 400

Burrard Street

Vancouver, BC

V6C 3A5





February 8,
2001 


Power
Measurement Ltd.

2195 Keating Cross Road

Saanichton, British Columbia

V8M 2A5

Attention: Mr. W.G. Lancaster

Vice President and CFO 


—and—



Parties
Listed in Schedule A 


Dear
Sirs/Madames: 


    Re: Amendment to Credit Facility  


    Power Measurement Ltd. (the "Borrower") has requested certain amendments to the Credit Agreement dated as of
March 12, 1999 (as amended, supplemented, or otherwise modified from time to time) among the Borrower, as borrower, Canadian Imperial Bank of Commerce (the
"Agent"), as agent and Canadian Imperial Bank of Commerce, and such lenders as are from time to time signatories thereto (collectively, the
"Lenders") (the "Credit Agreement", the capitalized terms used herein as therein defined). In
consideration of the continued advance of the credit facilities under the Credit Agreement, the Agent for and on behalf of itself and as Lender, the Borrower and the subordinated lenders listed in
Schedule A (the "Subordinated Lenders") agree that the Credit Agreement shall be deemed to be amended so as to; 



	(i)
	pursuant
to Section 7.1(r) delete the last sentence, "In addition, the Investors maintain an investment by way of Subordinated Debt in the Borrower in the amount of not less
than $7,200,000 pursuant to the Notes."; and



	(ii)
	delete
in it's entirety Section 9.1(v)(iv).



	(ii)
	increase
the amount of Borrower's Shareholder Equity required pursuant to Section 9.1(a)(iii) of the Credit Agreement by Cdn.$7,200,000 so that the amount then reads: "as at
the last day of each month, the Borrower's Shareholder Equity shall not be less than Cdn.$37,200,000 plus 75% of annual positive net earnings and 100% of the proceeds of any offering of Securities;" 




and
any and all necessary changes in connection with the foregoing amendments shall be deemed to have been made to the Credit Facility Documents. 


    The
parties acknowledge that save as otherwise indicated herein, the Credit Agreement and Credit Facility Documents shall continue unamended and remain in full force and effect and
except as amended and supplemented hereby and in the amendment agreements dated December 6, 1999 and January 1, 2001, and the Security and the other Credit Facility Documents are in all
respects confirmed, ratified and preserved. 





 


    The Borrower and each of the Subordinated Lenders shall, and the Borrower shall cause its Material Subsidiaries to, at all times hereafter at the reasonable request of the Agent for
and on behalf of the Lenders execute and deliver to the Agent all such further documents and instruments and shall do and perform such acts as may be necessary to give full effect to the intent and
meaning of this letter including without limitation, all such further documents, certificates and instruments as considered necessary or desirable by any of the Lenders to preserve, protect or perfect
the Security and the Borrower acknowledges and agrees that a default hereunder shall constitute a Default and Event of Default under the Credit Agreement. 



    This
letter shall be binding upon the Borrower and the Subordinated Lenders and their respective successors and permitted assigns and shall enure to the benefit of the Agent and the
Lenders and their respective successors and assigns and shall be governed by the laws of the Province of British Columbia and the laws of Canada applicable therein. 


    If
the foregoing is consistent with your understanding and is acceptable to you, please execute a copy of this letter and return it to us. 



	 	Yours truly,
	

 	
CANADIAN IMPERIAL BANK OF COMMERCE, as Agent and Lender
	

 	

By:	

/s/ R. A. Gibson
 Authorized Signatory
	

 	

By:	

 Authorized Signatory




2





 


	Acknowledged and agreed this    day of            , 2001:	 	Acknowledged and agreed this    day of            , 2001:
	
REGENCY TRUST	
 	
POWER MEASUREMENT LTD.
	

By:	

/s/ [ILLEGIBLE]   
 Authorized Signatory	
 	

By:	

/s/ Bradford Forth
 Authorized Signatory
	c/s	 	c/s
	

By:	

/s/ [ILLEGIBLE]   
 Authorized Signatory	
 	

By:	

/s/ [ILLEGIBLE]   
 Authorized Signatory
	

Acknowledged and agreed this    day of            , 2001:	
 	

Acknowledged and agreed this    day of            , 2001:
	
GFI-PML PARTNERS, L.P.	
 	
OCM PRINCIPAL OPPORTUNITIES FUND, L.P. By Oaktree Capital Management, LLC Its General Partner
	

By:	

/s/ [ILLEGIBLE]   
 Authorized Signatory	
 	

By:	

/s/ [ILLEGIBLE]   
 Authorized Signatory
	c/s	 	c/s
	

By:	

/s/ [ILLEGIBLE]   
 Authorized Signatory	
 	

By:	

  
 Authorized Signatory
	

Acknowledged and agreed this    day of            , 2001:	
 	

Acknowledged and agreed this    day of            , 2001:
	
RIT CAPITAL PARTNERS, PLC	
 	
TINICUM INVESTORS
	

By:	

  
 Authorized Signatory	
 	

By:	

  
 Authorized Signatory
	c/s	 	c/s
	

By:	

  
 Authorized Signatory	
 	

By:	

  
 Authorized Signatory
	

Acknowledged and agreed this    day of            , 2001:	
 	

 	

 
	
Power Measurement USA, Inc.	
 	

 	

 
	

By:	

/s/ Bradford Forth
 Authorized Signatory	
 	

 	

 
	c/s	 	 	 
	

By:	

  
 Authorized Signatory	
 	

 	

 




3





 


	Acknowledged and agreed this    day of            , 2001:	 	Acknowledged and agreed this    day of            , 2001:
	
REGENCY TRUST	
 	
POWER MEASUREMENT LTD.
	

By:	

  
 Authorized Signatory	
 	

By:	

/s/ Bradford Forth
 Authorized Signatory
	c/s	 	c/s
	

By:	

  
 Authorized Signatory	
 	

By:	

  
 Authorized Signatory
	

Acknowledged and agreed this    day of            , 2001:	
 	

Acknowledged and agreed this    day of            , 2001:
	
GFI-PML PARTNERS, L.P.	
 	
OCM PRINCIPAL OPPORTUNITIES FUND, L.P. By Oaktree Capital Management, LLC Its General Partner
	

By:	

/s/ [ILLEGIBLE]   
 Authorized Signatory	
 	

By:	

/s/ [ILLEGIBLE]   
 Authorized Signatory
	c/s	 	c/s
	

By:	

/s/ [ILLEGIBLE]   
 Authorized Signatory	
 	

By:	

  
 Authorized Signatory
	

Acknowledged and agreed this    day of            , 2001:	
 	

Acknowledged and agreed this    day of            , 2001:
	
RIT CAPITAL PARTNERS, PLC	
 	
TINICUM INVESTORS
	

By:	

  
 Authorized Signatory	
 	

By:	

  
 Authorized Signatory
	c/s	 	c/s
	

By:	

  
 Authorized Signatory	
 	

By:	

  
 Authorized Signatory
	

Acknowledged and agreed this    day of            , 2001:	
 	

 	

 
	
Power Measurement USA, Inc.	
 	

 	

 
	

By:	

/s/ Bradford Forth
 Authorized Signatory	
 	

 	

 
	c/s	 	 	 
	

By:	

  
 Authorized Signatory	
 	

 	

 




4





 


	Acknowledged and agreed this    day of            , 2001:	 	Acknowledged and agreed this    day of            , 2001:
	
REGENCY TRUST	
 	
POWER MEASUREMENT LTD.
	

By:	

  
 Authorized Signatory	
 	

By:	

/s/ Bradford Forth
 Authorized Signatory
	c/s	 	c/s
	

By:	

  
 Authorized Signatory	
 	

By:	

  
 Authorized Signatory
	

Acknowledged and agreed this    day of            , 2001:	
 	

Acknowledged and agreed this    day of            , 2001:
	
GFI-PML PARTNERS, L.P.	
 	
OCM PRINCIPAL OPPORTUNITIES FUND, L.P. By Oaktree Capital Management, LLC Its General Partner
	

By:	

/s/ [ILLEGIBLE]   
 Authorized Signatory	
 	

By:	

/s/ [ILLEGIBLE]   
 Authorized Signatory
	c/s	 	c/s
	

By:	

/s/ [ILLEGIBLE]   
 Authorized Signatory	
 	

By:	

  
 Authorized Signatory
	

Acknowledged and agreed this    day of            , 2001:	
 	

Acknowledged and agreed this    day of            , 2001:
	
RIT CAPITAL PARTNERS, PLC	
 	
TINICUM INVESTORS
	

By:	

/s/ [ILLEGIBLE]   
 Authorized Signatory	
 	

By:	

  
 Authorized Signatory
	c/s	 	c/s
	

By:	

  
 Authorized Signatory	
 	

By:	

  
 Authorized Signatory
	

Acknowledged and agreed this    day of            , 2001:	
 	

 	

 
	
Power Measurement USA, Inc.	
 	

 	

 
	

By:	

/s/ Bradford Forth
 Authorized Signatory	
 	

 	

 
	c/s	 	 	 
	

By:	

  
 Authorized Signatory	
 	

 	

 




5





 


	Acknowledged and agreed this    day of            , 2001:	 	Acknowledged and agreed this    day of            , 2001:
	
REGENCY TRUST	
 	
POWER MEASUREMENT LTD.
	

By:	

  
 Authorized Signatory	
 	

By:	

/s/ Bradford Forth
 Authorized Signatory
	c/s	 	c/s
	

By:	

  
 Authorized Signatory	
 	

By:	

  
 Authorized Signatory
	

Acknowledged and agreed this    day of            , 2001:	
 	

Acknowledged and agreed this    day of            , 2001:
	
GFI-PML PARTNERS, L.P.	
 	
OCM PRINCIPAL OPPORTUNITIES FUND, L.P. By Oaktree Capital Management, LLC Its General Partner
	

By:	

/s/ [ILLEGIBLE]   
 Authorized Signatory	
 	

By:	

/s/ [ILLEGIBLE]   
 Authorized Signatory
	c/s	 	c/s
	

By:	

/s/ [ILLEGIBLE]   
 Authorized Signatory	
 	

By:	

  
 Authorized Signatory
	

Acknowledged and agreed this    day of            , 2001:	
 	

Acknowledged and agreed this    day of            , 2001:
	
RIT CAPITAL PARTNERS, PLC	
 	
TINICUM INVESTORS
	

By:	

  
 Authorized Signatory	
 	

By:	

/s/ [ILLEGIBLE]   
 Authorized Signatory
	c/s	 	c/s
	

By:	

  
 Authorized Signatory	
 	

By:	

  
 Authorized Signatory
	

Acknowledged and agreed this    day of            , 2001:	
 	

 	

 
	
Power Measurement USA, Inc.	
 	

 	

 
	

By:	

/s/ Bradford Forth
 Authorized Signatory	
 	

 	

 
	c/s	 	 	 
	

By:	

  
 Authorized Signatory	
 	

 	

 




6







 
 

SCHEDULE A    
  



OCM
Principal Opportunities Fund, L.P.

28th Floor — 333 S. Grande Avenue

Los Angeles, California

U.S.A. 90071 


-and- 


Regency
Trust

c/o Ernst & Young Trust Corporation

P.O. Box 261

Bay Street

Bridgetown, Barbados 


-and-



Tinicum
Investors

800 Third Avenue

New York, New York

U.S.A. 10002 


-and-



GFI-PML
Partners, L.P.

Suite 1375, 12121 Wiltshire Boulevard

Los Angeles, California

U.S.A. 90025 


-and- 


RIT
Capital Partners, PLC

27 St. James's Place

London, England

SW1A-1NR 









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EXHIBIT 10.4



SCHEDULE A