TEXTRON FINANCIAL CORPORATION
130 East Chestnut Street
Columbus, OH 43215
November 8, 2002
VIA FACSIMILE
NO. (312) 419-0172
and
VIA Federal Express OVERNIGHT DELIVERY
Thomas C. Ratchford
HBS Billing Services Company
ACI Billing Services, Inc.
190 South Lasalle St.
Chicago, IL 60603
RE: SEPTEMBER 30, 2002 DETERMINATION OF COMPLIANCE WITH THE
COVENANTS IN THE RECEIVABLES SALE AGREEMENT BY AND AMONG HBS
BILLING SERVICES COMPANY, ACI BILLING SERVICES, INC.
(COLLECTIVELY, "SELLERS"), AND RFC CAPITAL CORPORATION N/K/A
TEXTRON FINANCIAL GROWTH CAPITAL DIVISION ("RFC"), DATED AS OF
DECEMBER 19, 2001 (AS AMENDED, MODIFIED OR SUPPLEMENTED FROM
TIME TO TIME, THE "SALE AGREEMENT")
Dear Tom:
The purpose of this letter agreement (this "Letter Agreement") is to
memorialize the manner in which RFC and Sellers have agreed to calculate the
covenant described in Section 4.3(h) of the Sale Agreement. This letter will
also serve as RFC's acknowledgment that as of September 30, 2002, Sellers were
in compliance with the financial covenants, including as modified herein, that
are set forth in Section 4.3 of the Sale Agreement.
Sellers and RFC hereby agree that for the calendar month ending August
31, 2002, Section 4.3(h) of the Sale Agreement shall be deemed to have been
deleted in its entirety from the Sale Agreement and replaced with the following:
4.3(h) Permit the ratio of outstanding Net Value to Collections
received in the Lockbox Account to exceed .28 to 1.0 for the calendar month
ending August 31, 2002 and .25 to 1.0 for each calendar month thereafter.
As of September 30, 2002, RFC has determined that Sellers were in
compliance with all of the covenants described in Section 4.3 of the Sale
Agreement.
Except as modified herein, all of the representations, warranties,
terms, covenants and conditions of the Sale Agreement and all other agreements
executed in connection therewith shall remain as written originally and in full
force and effect in accordance with their respective terms, and nothing herein
shall affect, modify, limit or impair any of the rights and powers which the RFC
may have thereunder. The modification set forth herein shall be limited
precisely as provided for herein, and shall not be deemed to
Mr. Thomas C. Ratchford
November 8, 2002
Page 2
be a waiver of, amendment of, consent to or modification of any of the RFC's
rights under or of any other term or provisions of the Sale Agreement or other
agreement executed in connection therewith, or of any term or provision of any
other instrument referred to therein or herein or of any transaction or future
action on the part of Sellers which would require the consent of RFC.
This Letter Agreement may be executed in one or more counterparts, each
of which, when so executed and delivered, shall be an original, but all of which
together shall constitute one and the same document. Separate counterparts may
be executed with the same effect as if all parties had executed the same
counterparts. The facsimile or other electronically transmitted copy of this
Letter Agreement shall be treated the same as an originally executed copy
hereof.
In connection with and in consideration of the modification provided
herein, Sellers shall pay RFC a modification and documentation fee in the amount
of $2,500.00. Please acknowledge Sellers' understanding and agreement to the
modification of Section 4.3(h) of the Sale Agreement by having an authorized
signer of each Seller affix his or her signature in the respective space
provided below.
Very truly yours,
RFC Capital Corporation
By: s/ Jeffrey A. Martin
------------------------
Jeffrey A. Martin
ACKNOWLEDGED AND AGREED as of the 11th day of November 2002:
HBS Billing Services Company
By: s / Thomas C. Ratchford
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Its: Vice President
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ACI Billing Services, Inc.
By: s / Thomas C. Ratchford
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Its: Vice President
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