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TCX > SEC Filings for TCX > Form 8-K on 20-Dec-2012All Recent SEC Filings

Show all filings for TUCOWS INC /PA/ | Request a Trial to NEW EDGAR Online Pro

Form 8-K for TUCOWS INC /PA/


20-Dec-2012

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obliga


Item 1.01 Entry into a Material Definitive Agreement.

On December 14, 2012, Tucows Inc. (the "Company"), through its wholly-owned subsidiary Tucows.com Co. (the "Borrower"), entered into an Amended and Restated Supplemental Agreement (the "Amended Agreement"), by and among the Borrower, Tucows (Delaware), Inc., the Company and the Bank of Montreal (the "Bank"), to memorialize the terms and conditions of the Offer Letter, dated November 19, 2012, between the Borrower and the Bank (the "Offer Letter"). The Offer Letter, which amended the Borrower's existing credit facility with the Bank (as amended, the "Amended Credit Facility"), and the terms of the Amended Credit Facility have been more fully described the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 21, 2012.

Also on December 14, 2012, in connection with the Amended Agreement, Ting Inc. ("Ting"), a wholly-owned subsidiary of the Company, entered into a Guaranty (the "Guaranty") in favor of the Bank guaranteeing all of the obligations of the Borrower to the Bank, and a Security Agreement (the "Security Agreement") in favor of the Bank granting a security interest to the Bank in all of the assets of Ting.

The foregoing summary of the Amended Credit Facility, including the Amended Agreement, the Guaranty, the Security Agreement and the Offer Letter, does not purport to be complete and is qualified in its entirety by reference to the full text of each of the Amended Agreement, the Guaranty, the Security Agreement and the Offer Letter, which are included as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.



Item 2.03 Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement of Registrant.

The description of the terms and conditions of Amended Credit Facility, including the Amended Agreement, the Guaranty, the Security Agreement and the Offer Letter, in "Item 1.01. Entry into a Material Definitive Agreement" of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.

Item 9.01       Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.      Description

                 Amended and Restated Supplemental Agreement, dated December 14,
10.1             2012, between Tucows.com co., Tucows (Delaware), Inc., Tucows
                 Inc. and the Bank of Montreal.

10.2             Guaranty, dated December 14, 2012, by Ting Inc. in favor of the
                 Bank of Montreal.

10.3             Security Agreement, dated December 14, 2012, by Ting Inc. in
                 favor of the Bank of Montreal.

                 Offer Letter, dated November 19, 2012, between Tucows.com Co and
                 the Bank of Montreal (incorporated herein by reference to
10.4             Exhibit 10.1 to Tucows Inc.'s Current Report on Form 8-K, filed
                 with the Securities and Exchange Commission on November 21,
                 2012).

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