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EXHIBIT 10.2
AMENDMENT NO. 7 TO AMENDED AND RESTATED CREDIT AGREEMENT
This AMENDMENT NO. 7 TO AMENDED AND RESTATED CREDIT AGREEMENT
(this "AMENDMENT") is made and entered into as of July 5, 2001, between
VIASOURCE COMMUNICATIONS, INC. (f/k/a THE RTK GROUP, INC.), a New Jersey
corporation (the "BORROWER"), and GENERAL ELECTRIC CAPITAL CORPORATION, a New
York corporation (the "LENDER").
W I T N E S S E T H:
WHEREAS, the Borrower and the Lender are parties to that
certain Credit Agreement dated as of September 7, 1999, as amended by that
certain Amendment No. 1 to Credit Agreement dated as of December 2, 1999 (the
"ORIGINAL CREDIT AGREEMENT"), and that certain Amended and Restated Credit
Agreement dated as of March 10, 2000, as amended by that certain Amendment No. 2
to Amended and Restated Credit Agreement dated as of May 31, 2000, that certain
Amendment No. 3 to Amended and Restated Credit Agreement dated as of July 24,
2000, that certain Amendment No. 4 to Amended and Restated Credit Agreement
dated as of August 15, 2000, that certain Amendment No. 5 to Amended and
Restated Credit Agreement dated as of April 13, 2001, and that certain Amendment
No. 6 to Amended and Restated Credit Agreement dated as of May 21, 2001 (as
further amended, modified, restated or supplemented from time to time, the
"CREDIT AGREEMENT"), pursuant to which the Lender has made, and will make, Loans
and other financial accommodations to the Borrower from time to time for the
benefit of the Borrower and its Subsidiaries; and
WHEREAS, the Borrower and the Lender are parties to that
certain Forbearance Agreement dated as of June 29, 2001 (the "FORBEARANCE
AGREEMENT"), wherein, among other things, the Lender agreed to forbear from the
exercise of its rights and remedies under the Credit Agreement as a result of
Borrower's failure to make the June Term Loan Payment (as defined therein); and
WHEREAS, the Borrower has requested an amendment to the Credit
Agreement to, among other things, (a) increase the Lender's Revolving
Commitment, (b) amend certain provisions for repayment of principal and interest
in Section 2.4(c), and (c) revise the scheduled mandatory repayments for the
Term Loan in Section 2.4(e), and the Lender has agreed to such amendment, but
only upon the terms and conditions set forth herein;
NOW THEREFORE, in consideration of the foregoing premises and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree that all capitalized terms
not otherwise defined herein shall have the meanings ascribed to such terms in
the Credit Agreement, and further agree as follows:
1. AMENDMENT TO SECTION 1.1 OF THE CREDIT AGREEMENT. Section 1.1 of the
Credit Agreement, "CERTAIN DEFINED TERMS," is hereby modified and amended by
inserting the following definitions in the appropriate alphabetical order
therein (and by deleting therefrom any existing definitions of any of the
following):
"ACCOUNT DEBTOR" means any Person who may become obligated to
any Loan Party under, with respect to, or on account of, an Account, Chattel
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Paper or General Intangibles (as such terms are defined in the Security
Agreements, including payment intangibles).
"ACCOUNTS" means all "accounts," as such term is defined in
the UCC, now owned or hereafter acquired by any Loan Party, including (a) all
accounts receivable, other receivables, book debts and other forms of
obligations (other than forms of obligations evidenced by "chattel paper" or
"instruments" as defined in the UCC, and including any such obligations that may
be characterized as an account or contract right under the UCC), (b) all of each
Loan Party's rights in, to and under all purchase orders or receipts for goods
or services, (c) all of each Loan Party's rights to any goods represented by any
of the foregoing (including unpaid sellers' rights of rescission, replevin,
reclamation and stoppage in transit and rights to returned, reclaimed or
repossessed goods), (d) all rights to payment due to any Loan Party for property
sold, leased, licensed, assigned or otherwise disposed of, for a policy of
insurance issued or to be issued, for a secondary obligation incurred or to be
incurred, arising out of the use of a credit card or charge card, or for
services rendered or to be rendered by such Loan Party or in connection with any
other transaction (whether or not yet earned by performance on the part of such
Loan Party), and (e) all collateral security of any kind, given by any Account
Debtor or any other Person with respect to any of the foregoing.
"ACTIVATION EVENT" has the meaning assigned to such term in
Section 2.10(c).
"ACTIVATION NOTICE" has the meaning assigned to such term in
Section 2.10(c).
"AMENDMENT NO. 7" or "AMENDMENT", means this Amendment.
"BLOCKED ACCOUNT" has the meaning assigned to such term in
Section 2.10(a).
"BLOCKED ACCOUNT EFFECTIVE DATE" has the meaning assigned to
such term in Section 2.10(c).
"BORROWER SECURITY AGREEMENT" means the security agreement
executed and delivered by Borrower granting to Lender a first-priority security
interest in all Collateral owned by the Borrower, as such agreement may
thereafter be amended, restated, supplemented, or otherwise modified from time
to time.
"BORROWER PLEDGE AGREEMENT" means the pledge agreement
executed and delivered by Borrower in favor of Lender pledging its capital stock
and other equity interests in Holdings and any other Subsidiaries now owned or
hereafter acquired by the Borrower, as such agreement may thereafter be amended,
restated, supplemented, or otherwise modified from time to time.
"BORROWING AVAILABILITY" means as of any date of determination
and subject to Lender's discretion, the lesser of (i) the Revolving Commitment,
and (ii) the Eligible Accounts Borrowing Base, in each case, LESS the sum of the
aggregate Revolving Loan outstanding and the aggregate Letters of Credit then
issued and outstanding.
"BORROWING BASE CERTIFICATE" means a certificate to be
executed and delivered by Borrower (on behalf of itself and the other Loan
Parties) no less than weekly on Friday of each week, and in any event, at any
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time a Revolving Advance is requested by Borrower, or at the request of Lender,
in substantially the same form attached hereto as EXHIBIT B-1.
"CHIEF RESTRUCTURING OFFICER" means William S. Mackenzie of
Cloyses Partners, or any other third party mutually satisfactory to Lender and
Borrower.
"CONCENTRATION ACCOUNT" has the meaning assigned to such term
in Section 2.10(a).
"CONCENTRATION ACCOUNT BANK" has the meaning assigned to such
term in Section 2.10(a).
"CRI PLEDGE AGREEMENT" means the pledge agreement executed and
delivered by CRI in favor of Lender pledging its capital stock and other equity
interests in its Subsidiaries, as such agreement may thereafter be amended,
restated, supplemented, or otherwise modified from time to time.
"DISBURSEMENT ACCOUNT" has the meaning assigned to such term
in Section 2.10(b).
"ELIGIBLE ACCOUNTS" means all of the billed and unbilled
Accounts owned by each Loan Party, less Unapplied Payments, except any Account
to which any of the exclusionary criteria set forth below applies. Lender shall
have the right to establish or modify Reserves against Eligible Accounts from
time to time in its reasonable credit judgment. In addition, Lender reserves the
right, at any time and from time to time prior to the Termination Date, to
adjust any of the criteria set forth below, to establish new criteria and to
adjust advance rates with respect to Eligible Accounts in its reasonable credit
judgment. Eligible Accounts shall not include any Account of any Loan Party (a)
that does not arise from the sale of goods or the performance of services by
such Loan Party in the ordinary course of its business; (b) that is not a true
and correct statement of bona fide indebtedness incurred in the amount of the
Account for merchandise sold to or services rendered and accepted by the
applicable Account Debtor; (c) that is not owned by such Loan Party; (d) that
arises from a sale to any director, officer, other employee or Affiliate of any
Loan Party, or to any entity that has any common officer or director with any
Loan Party; (e) the Account is not paid within the 90 days following its invoice
date; (f) as to which Lender's Lien thereon is not a first priority perfected
Lien; (g) that is payable in any currency other than Dollars; or (h) that is
otherwise unacceptable to Lender in its reasonable credit judgment.
"ELIGIBLE ACCOUNTS BORROWING BASE" means as of any date of
determination by Lender, from time to time, an amount equal to the sum at such
time of 96.6% of Eligible Accounts, and reflected on the Borrowing Base
Certificate delivered by Borrower, in each case less any Reserves established by
Lender at such time.
"EXCESS CASH BALANCE" means the amount of cash on hand net of
issued and outstanding checks, determined as of the close of business on Friday
of any week, with the first such determination date to be Friday, July 13, 2001.
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"HOLDINGS PLEDGE AGREEMENT" means the pledge agreement
executed and delivered by Holdings in favor of Lender pledging its capital stock
and other equity interests in all now owned or hereafter acquired Subsidiaries
(except for inactive Subsidiaries as may be specifically agreed to in writing by
Lender), as such agreement may thereafter be amended, restated, supplemented, or
otherwise modified from time to time.
"LOAN DOCUMENTS" means this Agreement, the Revolving Note, the
Term Note, the Security Documents, each Letter of Credit, each reimbursement
agreement or guaranty by Lender with respect to any Letter of Credit, and all
other agreements, instruments, documents and certificates executed and delivered
to, or in favor of, the Lender including all other pledges, powers of attorney,
consents, assignments, contracts, notices, and all other written matter whether
heretofore, now or hereafter executed by or on behalf of any Loan Party and
delivered to Lender in connection with this Agreement or the transactions
contemplated hereby. Any reference in the Agreement or any other Loan Document
to a Loan Document shall include all appendices, exhibits or schedules thereto,
and all amendments, restatements, supplements or other modifications thereto,
and shall refer to this Agreement or such Loan Document as the same may be in
effect at any and all times such reference becomes operative.
"LOCK BOXES" has the meaning assigned to such term in Section
2.10(a).
"RELATED PERSON" has the meaning assigned to such term in
Section 2.10(g).
"RELATIONSHIP BANK" has the meaning assigned to such term in
Section 2.10(a).
"RESERVES" means reserves established by Lender against
Eligible Accounts of any Loan Party that Lender may, in its reasonable credit
judgment, establish from time to time.
"REVOLVING COMMITMENT" means the commitment of Lender to make
Revolving Advances and incur Letter of Credit obligations, which aggregate
commitment shall be $27,000,000 on the effective date of Amendment No. 7, as
such amount may be adjusted downward, if at all, from time to time in accordance
with this Agreement and Amendment No. 7, but in any event, such Revolving
Commitment shall be permanently reduced by $2,000,000 on or before December 31,
2001.
"REVOLVING NOTE" means that certain second amended and
restated Revolving Note dated July 5, 2001, together with any replacement
revolving note subsequently issued by Borrower in favor of Lender.
"SECURITY DOCUMENTS" means the Borrower Pledge Agreement, the
Borrower Security Agreement, the Subsidiary Guaranty, the Subsidiary Security
Agreement, the Holdings Pledge and the CRI Pledge, together with any and all
other instruments, documents and certificates delivered by any Loan Party
pursuant to this Agreement or any of the other Loan Documents in order to grant
Lender a Lien on any real, personal or mixed property of the Loan Party as
security for the Obligations.
"SELLER NOTES" means those certain Promissory Notes issued by
Viasource Communications, Inc. in favor of (a) Service Cable Electric, Inc., a
Florida corporation on May 4, 2000 in the maximum principal amount of
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$1,764,000, (b) Service Cable Corporation, a Florida corporation on May 4, 2000
in the maximum principal amount of $196,000, (c) the "Shareholders of Excalibur
Cable Communications, Ltd., a Kentucky corporation" on June 1, 2000 in the
maximum principal amount of $3,287,961.96, (d) the "Shareholders of Excalibur
Cable Communications, Ltd., a Kentucky corporation" on June 1, 2000 in the
maximum principal amount of $462,636.85, (e) John M. Clarey and Christy Clarey,
both individuals, on June 1, 2000 in the maximum principal amount of
$10,000,000, and (f) John M. Clarey and Christy Clarey, both individuals, on
June 1, 2000 in the maximum principal amount of $6,866,481.
"SUBORDINATED CAPITAL" means a subordinated capital
investment, either by way of debt or equity, in the Borrower on or before
September 28, 2001, in an amount not less than $4,000,000 on terms and
conditions satisfactory to Lender and its counsel.
"SUBSIDIARY GUARANTY" means the subsidiary guaranty executed
and delivered by each of Borrower's and Holdings' Subsidiaries (including
Holdings) in favor of Lender to guarantee all Obligations of the Borrower
pursuant to this Agreement and the other Loan Documents, as such agreement may
thereafter be amended, restated, supplemented, or otherwise modified from time
to time.
"SUBSIDIARY SECURITY AGREEMENT" means the security agreement
executed and delivered by each of Borrower's Subsidiaries granting to Lender a
first-priority security interest in all Collateral owned by each Subsidiary, as
such agreement may thereafter be amended, restated, supplemented, or otherwise
modified from time to time.
"UCC" means the Uniform Commercial Code (or any other similar
or equivalent legislation, including Revised Article 9) as in effect in any
applicable jurisdiction.
"UNAPPLIED PAYMENTS" means any payment by an Account Debtor to
any Loan Party that has not been credited to the applicable Account.
2. AMENDMENTS TO SECTION 2 OF THE CREDIT AGREEMENT. Section 2 of the
Credit Agreement, "THE LOAN," is hereby modified and amended as follows:
(a) Section 2.1 is hereby modified and amended to delete
subsection (c) thereof in its entirety and to substitute the following therefor:
"(c) THE REVOLVING CREDIT FACILITY. Subject to the
terms and conditions of this Agreement and Amendment No. 7, and in reliance upon
the representations and warranties of the Borrower and the other Loan Parties
herein set forth and set forth in Amendment No. 7, Lender, may, in its sole
discretion and from time to time, make advances available to the Borrower until
the Termination Date (each a "REVOLVING ADVANCE") in an amount at any one time
outstanding not to exceed the Borrowing Availability. At no time shall the
Revolving Loan exceed the Revolving Commitment. Until the Termination Date,
Borrower may from time to time borrow, repay and reborrow under this Section
2.1(c).
(b) Section 2.1(e) is hereby modified and amended to delete
the first sentence thereof in its entirety and to substitute the following
therefor:
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"(e) REVOLVING NOTE. Borrower shall execute and
deliver to Lender, on the effective date of Amendment No. 7, the second amended
and restated Revolving Note to evidence the Revolving Loan."
(c) Section 2.2(b) is hereby modified and amended to delete
the first clause thereof in its entirety and to substitute the following
therefor:
"(b) INTEREST PERIODS. In connection with a LIBOR
Rate Loan, the interest period (each an "INTEREST PERIOD") to be applicable to
the Loans shall be a 1 month period only; PROVIDED, that:"
(d) Section 2.2 is hereby modified and amended to delete
subsection (c) thereof in its entirety and to substitute the following therefor:
"(c) INTEREST PAYMENTS. Subject to the provisions of
subsection 2.2(e) interest on the Loans shall be payable (i) subject to the
provisions hereof for any LIBOR Rate Loan outstanding on July 5, 2001, such
LIBOR Rate Loan shall convert to a 30-day LIBOR Rate Loan, and interest on such
LIBOR Rate Loan shall be due and payable, at any time that such a LIBOR Rate
Loan is outstanding, in arrears, on the first day of each calendar month,
PROVIDED, HOWEVER, that a total of $963,440 representing interest accrued on
such LIBOR Rate Loans as of the close of business on July 5, 2001, shall be
fully-earned on such date, and shall be payable in four (4) equal weekly
installments of $240,860 each (the "LIBOR INSTALLMENTS") until paid in full,
with the first such LIBOR Installment being due and payable on July 13, 2001,
and PROVIDED FURTHER, that such LIBOR Installments shall be payable in addition
to any regular monthly interest payments, commencing on August 1, 2001, (ii)
with respect to all other interest payments and subject to the provisions
hereof, such interest payments shall be due and payable, in arrears, on the
first day of each month at any time that the Obligations or the Revolving
Commitment are outstanding, and PROVIDED, FURTHER, that, commencing on May 21,
2001, that portion of interest on LIBOR Rate Loans accruing at a rate in excess
of the LIBOR Rate plus 5.00% and that portion of interest on Base Rate Loans at
a rate in excess of the Base Rate plus 3.50% shall not be payable in cash, but
instead shall accrue (and compound at the LIBOR Rate or Base Rate plus the
Applicable Margin then in effect and in the manner provided with respect to
LIBOR Rate Loans or Base Rate Loans, as applicable) and be payable in cash upon
the earlier to occur of (x) March 31, 2002, and (y) the Termination Date.
Borrower may prepay, at any time without penalty, the LIBOR Installments,
PROVIDED that any prepayment shall be applied to outstanding LIBOR Installments
in the inverse order of maturity. Borrower shall be required to pay, weekly, on
Monday of each week, the Excess Cash Balance as of the close of business on
Friday of the preceding week, which payment shall be applied to the LIBOR
Installments in inverse order of maturity until such LIBOR Installments are paid
in full."
(e) Sections 2.2 (d) and 2.7(a) are hereby modified
and amended to delete all references to a 1, 2, 3 or 6-month Interest Period, in
their entirety, and to substitute the following therefor:
"1 month Interest Period"
(f) Section 2.4(e) "SCHEDULED MANDATORY PREPAYMENTS"
is hereby modified and amended to delete the payment schedule set forth therein
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in its entirety and to substitute the following therefor:
PAYMENT DATE INSTALLMENT AMOUNT
------------ ------------------
December 31, 2000, March 31, 2001 $468,750
August 15, 2001 and September 25, 2001
December 26, 2001, March 26, 2002
June 25, 2002, September 25, 2002 $937,500
December 26, 2002, March 26, 2003
June 25, 2003 and September 25, 2003
December 26, 2003, March 26, 2004
June 25, 2004 and September 7, 2004 $1,406,250
PROVIDED, HOWEVER, that the last such installment shall be in the amount
necessary to repay in full the unpaid principal amount of the Term Loan.
(g) Section 2.9 is hereby modified and amended to delete subsection (b)
thereof in its entirety and to substitute the following therefor:
"(b) FURTHER ASSURANCES; ADDITIONAL SECURITY. Borrower shall,
and shall cause each other Loan Party (whether now or hereafter acquired or
existing) to, from time to time, execute and deliver to Lender such additional
Security Documents, statements, documents, agreements and reports as it may from
time to time reasonably request to evidence, perfect or otherwise implement or
assure the security for repayment of the Obligations; PROVIDED, that no Loan
Party shall be required to provide a different type of Collateral from that
contemplated for such by the Security Documents to which it is a party as of the
Initial Effective Date; provided, HOWEVER, that Borrower and each Loan Party
specifically agree, for purposes of this SECTION 2.9(B) that (i) the addition of
SECTION 2.10 hereof and the implementation of a cash management system does not
constitute a different type of Collateral, and (ii) the enactment of Revised
Article 9 of the UCC and the revised types of collateral therein do not
constitute a different type of Collateral; and PROVIDED FURTHER that the
Borrower and each Loan Party specifically agree that the "Security Documents" to
which this Section 2.9(b) applies includes, without limitation, all Security
Documents executed in connection with Amendment No. 7. All reinsurance policies
shall include direct access agreements reasonably acceptable to Lender."
(h) A new Section 2.10 "CASH MANAGEMENT" is hereby inserted as follows:
"2.10 CASH MANAGEMENT; LOCK BOXES; BLOCKED ACCOUNT AGREEMENTS. Each
Loan Party shall, and shall cause its Subsidiaries to, establish and maintain
the Cash Management Systems described below:
(a) Until the Termination Date, each Loan Party shall (i)
maintain lock boxes ("LOCK BOXES") or blocked accounts ("BLOCKED ACCOUNTS") at
one or more of the banks set forth in SCHEDULE 2.10, and shall request in
writing and otherwise ensure that all Account Debtors forward payment directly
to such Lock Boxes, and (ii) deposit and cause its Subsidiaries to deposit or
cause to be deposited promptly, and in any event no later than the first
Business Day after the date of receipt thereof, all cash, checks, drafts or
other similar items of payment relating to or constituting payments made in
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respect of any and all Collateral (whether or not otherwise delivered to a Lock
Box) into one or more Blocked Accounts in such Loan Party's name and at a bank
identified in SCHEDULE 2.10 (each, a "RELATIONSHIP BANK"). The Borrower shall
maintain a concentration account in its name (each a "CONCENTRATION ACCOUNT" and
collectively, the "CONCENTRATION ACCOUNTS") at the bank or banks that shall be
designated as the Concentration Account bank for each such Loan Party in
SCHEDULE 2.10 (each a "CONCENTRATION ACCOUNT BANK" and collectively, the
"CONCENTRATION ACCOUNT BANKS"), which banks shall be reasonably satisfactory to
Lender.
(b) Each Loan Party may maintain, in its name, an account
(each a "DISBURSEMENT ACCOUNT" and collectively, the "DISBURSEMENT ACCOUNTS") at
a bank reasonably acceptable to Lender into which Lender shall, from time to
time, deposit proceeds of Revolving Advances made to the Borrower pursuant to
SECTION 2.1 for use by such Borrower solely in accordance with the provisions of
SECTION 2.6.
(c) On or before July 13, 2001, each Concentration Account
Bank, each bank where a Disbursement Account is maintained and all other
Relationship Banks, shall have entered into tri-party blocked account agreements
with Lender and the applicable Loan Party thereof, as applicable, in form and
substance reasonably acceptable to Lender, which shall become operative on or
prior to July 20, 2001 (the "BLOCKED ACCOUNT EFFECTIVE DATE"). Each such blocked
account agreement shall provide, among other things, that (i) all items of
payment deposited in such account and proceeds thereof deposited in the
applicable Concentration Account are held by such bank as agent or
bailee-in-possession for Lender, (ii) the bank executing such agreement has no
rights of setoff or recoupment or any other claim against such account, as the
case may be, other than for payment of its service fees and other charges
directly related to the administration of such account and for returned checks
or other items of payment, and (iii) from and after the Blocked Account
Effective Date (A) with respect to banks at which a Blocked Account is
maintained, such bank agrees, from and after the receipt of a notice (an
"ACTIVATION NOTICE") from Lender (which Activation Notice may be given by Lender
at any time at which (1) a Default or Event of Default has occurred and is
continuing, (2) Lender reasonably believes based upon information available to
it that a Default or an Event of Default is likely to occur; (3) Lender
reasonably believes that an event or circumstance that is likely to have a
Material Adverse Effect has occurred, or (4) Lender reasonably has grounds to
question the integrity of any Loan Party's Cash Management Systems or any Loan
Party's compliance with the provisions of this SECTION 2.10 or any other
provisions of the Loan Documents to the extent related to such Cash Management
Systems (any of the foregoing being referred to herein as an "ACTIVATION
EVENT")), to forward immediately all amounts in each Blocked Account to such
Borrower's Concentration Account Bank and to commence the process of daily
sweeps from such Blocked Account into the applicable Concentration Account and
(B) with respect to each Concentration Account Bank, such bank agrees from and
after the receipt of an Activation Notice from Lender upon the occurrence of an
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Activation Event, to immediately forward all amounts received in the applicable
Concentration Account to the Collection Account through daily sweeps from such
Concentration Account into the Collection Account. From and after the date
Lender has delivered an Activation Notice to any bank with respect to any
Blocked Account(s), no Loan Party shall, or shall cause or permit any Subsidiary
thereof to, accumulate or maintain cash in Disbursement Accounts or payroll
accounts as of any date of determination in excess of checks outstanding against
such accounts as of that date and amounts necessary to meet minimum balance
requirements.
(d) So long as no Default or Event of Default has occurred and
is continuing, the Loan Parties may amend SCHEDULE 2.10 to add or replace a
Relationship Bank, Lock Box or Blocked Account or to replace any Concentration
Account or any Disbursement Account; PROVIDED, that (i) Lender shall have
consented in writing in advance to the opening of such account or Lock Box with
the relevant bank and (ii) prior to the time of the opening of such account or
Lock Box, the applicable Loan Party or its Subsidiaries, as applicable, and such
bank shall have executed and delivered to Lender a tri-party blocked account
agreement, in form and substance reasonably satisfactory to Lender. The Loan
Parties shall close any of their accounts (and establish replacement accounts in
accordance with the foregoing sentence) promptly and in any event within 30 days
following notice from Lender that the creditworthiness of any bank holding an
account is no longer acceptable in Lender's reasonable judgment, or as promptly
as practicable and in any event within 60 days following notice from Lender that
the operating performance, funds transfer or availability procedures or
performance with respect to accounts or Lock Boxes of the bank holding such
accounts or Lender's liability under any tri-party blocked account agreement
with such bank is no longer acceptable in Lender's reasonable judgment.
(e) The Lock Boxes, Blocked Accounts, Disbursement Accounts
and the Concentration Accounts shall be cash collateral accounts, with all cash,
checks and other similar items of payment in such accounts securing payment of
the Loans and all other Obligations, and in which each Loan Party thereof shall
have granted a Lien to Lender, pursuant to the Security Agreement.
(f) In the event that Lender issues an Activation Notice and
commences daily sweeps, the Loan Parties agree that all amounts deposited in the
Collection Account shall be deemed received by Lender in accordance with SECTION
2.4 and shall be applied (and allocated) by Lender in accordance with SECTION
2.4. In no event shall any amount be so applied unless and until such amount
shall have been credited in immediately available funds to the Collection
Account.
(g) Each Loan Party shall and shall cause its Affiliates,
officers, employees, agents, directors or other Persons acting for or in concert
with such Loan Party (each a "RELATED PERSON") to (i) hold in trust for Lender,
for the benefit of itself and Lenders, all checks, cash and other items of
payment received by such Loan Party or any such Related Person, and (ii) within
1 Business Day after receipt by such Loan Party or any such Related Person of
any checks, cash or other items of payment, deposit the same into a Blocked
Account of such Loan Party. Each Loan Party and each Related Person thereof
acknowledges and agrees that all cash, checks or other items of payment
constituting proceeds of Collateral are part of the Collateral. All proceeds of
the sale or other disposition of any Collateral, shall be deposited directly
into the applicable Blocked Accounts."
3. AMENDMENTS TO SECTION 5 OF THE CREDIT AGREEMENT. Section 5 of the
Credit Agreement, "BORROWER'S AFFIRMATIVE COVENANTS," is hereby modified and
amended as follows:
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(a) Section 5.1 is hereby modified and amended to require the
Borrower (on behalf of itself and the other Loan Parties) to deliver to Lender
on a weekly basis, a (i) rolling thirteen (13) week cash forecast by line item
for Borrower's and the other Loan Parties' operations (all such forecasts shall
be in form and substance acceptable to Lender), together with a comparison of
actual payments and budgeted line items for the previous week, and (ii) "flash"
report.
(b) A new Section 5.11 "CHIEF RESTRUCTURING OFFICER" is hereby
inserted as follows:
"5.11 CHIEF RESTRUCTURING OFFICER. Borrower agrees to engage
the Chief Restructuring Officer with such duties, responsibilities and job
description, for a period of time, and for such fee as may be mutually
acceptable to Borrower and Lender. Upon engagement of such Chief Restructuring
Officer, such Person shall not be discharged without the prior written consent
of Lender. Borrower agrees to cooperate fully, and cause its officers,
employees, accountants, consultants and other agents to cooperate fully, in
furnishing information as and when reasonably requested by Lender or Chief
Restructuring Officer regarding the Collateral and the affairs, finances,
financial condition and business operations of the Loan Parties. Borrower
authorizes Lender and Chief Restructuring Officer to meet and/or have
discussions with any of Borrower's or any Loan Party's officers, employees,
accountants, consultants and other agents from time to time to discuss any
matters regarding the Collateral and the affairs, finances, financial condition
and business operations of the Loan Parties, and shall direct and authorize all
such persons and entities to fully disclose to Lender and Chief Restructuring
Officer all information reasonably requested by Lender or Chief Restructuring
Officer regarding such Collateral and finances, financial conditions and
business operations of the Loan Parties. Borrower waives and releases any such
officer, employee, accountant, consultant or other agent from the operation and
provisions of any confidentiality agreement with Borrower or any Loan Party to
which such agent is a party so that such agent is not prohibited from providing
information to Lender or Chief Restructuring Officer. Borrower and the other
Loan Parties shall promptly, when and as requested by Lender or Chief
Restructuring Officer, provide Lender and Chief Restructuring Officer with
access to the original books and records of any Loan Party and permit Lender and
Chief Restructuring Officer to make copies thereof."
4. AMENDMENTS TO SECTION 6 OF THE CREDIT AGREEMENT. Section 6 of the
Credit Agreement, "BORROWER'S NEGATIVE COVENANTS," is hereby modified and
amended as follows:
(a) Section 6.1 is hereby modified and amended to delete
subsection (ix) thereof in its entirety and to substitute the following
therefor:
"(ix) [Intentionally Omitted]."
(b) Section 6.3 is hereby modified and amended to delete the
following phrase:
"Borrower may make payments on the Seller Notes in
the manner permitted under Section 6.6 hereof; and PROVIDED, FURTHER,"
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(c) Section 6.6 is hereby modified and amended to delete the
following phrase:
"Borrower may make scheduled interest and principal
payments on the O'Leary Seller Note from the Net Cash Proceeds of a Permitted
Equity Financing; (iii)"
(d) Section 6.8 is hereby modified and amended to delete the
following phrase:
", that, so long as no Default or Event of Default is
continuing, Borrower and its Subsidiaries may consummate a Permitted
Acquisition, so long as the payment of the purchase price and the financing of
such Permitted Acquisition shall not diminish (or result in the reduction with
respect to the immediately following Fiscal Year), of amounts payable pursuant
to Section 2.4(h) hereof, and PROVIDED, FURTHER,"
(e) A new Section 6.16 "PAYMENTS ON ACCOUNT OF SUBORDINATED
INDEBTEDNESS" is hereby inserted as follows:
"6.16 PAYMENTS ON ACCOUNT OF SUBORDINATED
INDEBTEDNESS. Notwithstanding anything herein to the contrary, Borrower shall
not at any time make any payment on account of any principal, interest, fees or
other charges accrued on any Subordinated Indebtedness."
5. AMENDMENTS TO SECTION 7 OF THE CREDIT AGREEMENT. Section 7 of the
Credit Agreement, "EVENTS OF DEFAULT," is hereby modified and amended as
follows:
(a) A new Section 7.13 "TENURE OF CHIEF RESTRUCTURING OFFICER"
is hereby inserted as follows:
"7.13 TENURE OF CHIEF RESTRUCTURING OFFICER. Borrower
shall discharge the Chief Restructuring Officer without the consent of Lender."
(b) A new Section 7.14 "PAYMENTS ON SUBORDINATED INDEBTEDNESS"
is hereby inserted as follows:
"7.14 PAYMENTS ON SUBORDINATED INDEBTEDNESS. Borrower
shall make any payments of principal, interest or fees on any Subordinated
Indebtedness."
6. FEES. Borrower shall pay the following fees to Lender in connection
with this Amendment:
(a) An underwriting fee of $300,000, which fee shall be fully
earned on the effective date of this Amendment, and payable upon the earlier to
occur of (i) March 31, 2002, or (ii) the Termination Date.
(b) For each $100,000 of incremental Revolving Advances made
by Lender or Letters of Credit issued for the account of Borrower or any other
Loan Party, Borrower shall issue to Lender warrants equal to one percent (1%) of
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Borrower's common stock as of such date (the "FEE WARRANTS") exercisable by
Lender after September 28, 2001 for $0.01 per share and upon terms and
conditions substantially similar to the Warrant. Such Fee Warrants shall be
issued on the date on which Lender makes such Revolving Advance or issues such
Letters of Credit and shall be immediately delivered to Lender, PROVIDED,
HOWEVER, that commencing on the thirtieth (30th) day from the June 29, 2001, and
on each thirtieth (30th) day thereafter, through and including the date that is
ninety (90) days from June 29, 2001, that the Subordinated Capital is not
received by the Borrower, the face value of the Fee Warrants issued after such
date shall be increased to an additional one percent (1%) for each $100,000 in
incremental Revolving Advances or issuance of any Letter of Credit, PROVIDED,
HOWEVER, that, in no event shall the number of shares of common stock issued or
issuable upon the exercise of such Fee Warrants, together with the Warrants and
any other warrants for the Borrower's common stock that Lender may exercise,
exceed 19.999% of the common stock of the Borrower outstanding on any date of
determination, and PROVIDED, FURTHER, that if Borrower has received the proceeds
of the Subordinated Capital by September 28, 2001, Borrower shall be entitled to
cancel all Fee Warrants issued in accordance with this SECTION 6 and issue to
Lender a single replacement Fee Warrant for two percent (2%) of Borrower's
common stock outstanding as of September 28, 2001 in lieu thereof (the
"Replacement Fee Warrant"), which Replacement Fee Warrant shall be exercisable
by Lender at any time thereafter for $0.01 per share and upon terms and
conditions substantially similar to the Warrant.
7. ACKNOWLEDGMENT OF AMOUNT, VALIDITY AND ENFORCEABILITY OF LOAN
DOCUMENTS AND THE OBLIGATIONS THEREUNDER. The Borrower expressly acknowledges
and agrees that Lender has a valid, duly perfected and fully enforceable
security interest in and lien against each item of Collateral. The Borrower also
agrees that it shall not dispute the validity or enforceability of the Credit
Agreement and other Loan Documents or any of its obligations thereunder, or the
validity, priority, enforceability or extent of Lender's security interest in or
Lien against any item of Collateral. Borrower hereby specifically acknowledges
that the outstanding indebtedness of Borrower to Lender under the Credit
Agreement as of the date hereof totals the sum of (i) the principal balance of
the Term Loan of $14,062,500, plus (ii) the principal balance of the Revolving
Loan (including issued and outstanding Letters of Credit) of $24,890,125, plus
(iii) interest accrued but unpaid of $1,325,915, plus (iv) costs, expenses and
other fees and charges as provided in the Credit Agreement in the approximate
amount of $1,005,665.
8. WAIVER AND RELEASE. This Amendment is intended to be a further
accommodation by Lender to Borrower and the other Loan Parties. In consideration
of all such accommodations, and acknowledging that Lender will be specifically
relying on the following provisions as a material inducement in entering into
this Amendment, Borrower, for itself and each of the other Loan Parties agrees
that, in addition to and without limiting any of Lender's other rights or
remedies under the Credit Agreement, other Loan Documents and applicable law,
for good and valuable consideration provided herein, Borrower, for itself and
each other Loan Party, hereby releases and discharges Lender and its respective
agents, servants, employees, directors, officers, attorneys, accountants,
affiliates, representatives, receivers, trustees, subsidiaries, predecessors,
successors and assigns (collectively, the "RELEASED PARTIES") from all claims,
damages, losses, demands, liabilities, obligations, actions and causes of action
whatsoever (whether arising in contract or in tort, and whether at law or in
equity), which Borrower and each other Loan Party may now have or claim to have
against the Released Parties, whether known or unknown, matured or contingent,
liquidated or unliquidated, arising from, in connection with, or in any way
concerning or relating to the Credit Agreement or other Loan Documents, except
acts after the execution and delivery of this Amendment. In connection with such
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release and discharge, Borrower and each other Loan Party specifically and
expressly waive all claims that Borrower and each other Loan Party does not know
or suspect to exist in its favor at the time of executing this Amendment. In
connection with a bankruptcy or similar proceeding initiated by or against
Borrower or any Loan Party: (i) Lender will be entitled to immediate relief from
the automatic stay and all other stays and injunctions without further notice,
hearing or order of court so that Lender will be able to immediately exercise
all or any of its rights and remedies in the Credit Agreement, other Loan
Documents and applicable law, including, but not limited to, the commencement
and consummation of a foreclosure on any or all of the Collateral; (ii) neither
Borrower nor any other Loan Party will seek or support an effort by any other
party to obtain an injunction, judgment or any other type of order staying or
delaying Lender from proceeding with any one or more of its rights or remedies
under its Credit Agreement, other Loan Documents and applicable law; (iii)
neither Borrower nor any other Loan Party will seek to use Lender's cash
collateral over its objection nor contest any motion, application or other
pleadings filed by or on behalf of Lender in any court of competent jurisdiction
seeking enforcement of the terms of this Section; (iv) Borrower and the other
Loan Parties will cooperate with Lender so that Lender can promptly enforce its
rights as set forth in its Credit Agreement and other Loan Documents; and (v)
neither Borrower nor any other Loan Party will request or consent to (A) the
imposition of any lien superior to those of Lender in the Collateral under its
Credit Agreement and other Loan Documents, whether pursuant to 11 U.S.C. Section
364 or otherwise or (B) a "cramdown" of Lender's claims pursuant to 11 U.S.C.
Section 1129(b) or (C) the impairment of Lender's claims, liens, rights under
the Credit Agreement and other Loan Documents, or otherwise affect Lender's
rights or any Collateral under the Credit Agreement and other Loan Documents.
9. NO OTHER AMENDMENTS. Except as otherwise expressed herein, the
execution, delivery and effectiveness of this Amendment shall not operate as a
waiver of any right, power or remedy of the Lender under the Credit Agreement or
any of the other Loan Documents, nor constitute a waiver of any provision of the
Credit Agreement or any of the other Loan Documents. Except for the amendments
set forth above, the text of the Credit Agreement and all other Loan Documents
shall remain unchanged and in full force and effect and the Borrower hereby
ratifies and confirms its Obligations thereunder. This Amendment shall not
constitute a modification of the Credit Agreement or a course of dealing with
the Lender at variance with the Credit Agreement such as to require further
notice by the Lender to require strict compliance with the terms of the Credit
Agreement and the other Loan Documents in the future, except as expressly set
forth herein. The Borrower acknowledges and expressly agrees that the Lender
reserves the right to, and does in fact, require strict compliance with all
terms and provisions of the Credit Agreement and its other Loan Documents. The
Borrower has no knowledge of any challenge to any of the Lender's claims arising
under the Loan Documents, or to the effectiveness of any Loan Documents. This
Amendment, the Loan Documents executed in connection therewith, and the
transactions contemplated thereby are not intended to constitute a novation.
10. CONDITIONS PRECEDENT TO EFFECTIVENESS ON THE CLOSING DATE. This
Amendment shall become effective when, and only when, the Lender shall have
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received five (5) original signature pages to the following Loan Documents and
an executed copies of any other document set forth below:
(a) this Amendment; and
(b) the Revolving Note; and
(c) the Borrower Security Agreement; and
(d) the Borrower Pledge Agreement, together with stock powers
in blank; and
(e) the Subsidiary Guaranty; and
(f) the Subsidiary Security Agreement; and
(g) the Holdings Pledge Agreement, together with stock powers
in blank; and
(h) the CRI Pledge Agreement, together with stock powers in
blank; and
(i) the Borrower loan certificate; and
(j) UCC-1 financing statements, as applicable; and
(k) an affidavit, in form and substance satisfactory to Lender
affirming that this Amendment and the Loan Documents executed in connection
therewith were executed in Atlanta, Georgia; and
(l) such other information, documents, instruments or
approvals as the Lender or the Lender's counsel may require.
11. POST-CLOSING CONDITIONS TO EFFECTIVENESS. Within the period of time
specified below, the Borrower and the other Loan Parties shall have satisfied
the following post-closing requirements for, and delivered the following
documents to, the Lender:
(a) as soon as practicable following the effective date of
Amendment No. 7, a legal opinion of Borrower's counsel, attesting to due
execution and enforceability of the Loan Documents executed and delivered in
connection with this Amendment; and
(b) by July 9, 2001, Borrower and the other Loan Parties shall
have delivered to Lender or Lender's counsel all titles to motor vehicles
presently owned by Borrower or any other Loan Party and pledged to Lender as
Collateral pursuant to the Security Agreements.
(c) by July 10, 2001 a duly executed Collateral Agency
Agreement by and among Lender, Borrower, the other Loan Parties and Lexis
document services with respect to perfecting Lender's security interest in
Borrower's and the other Loan Parties' vehicle titles, in form and substance
satisfactory to Lender; and
(d) by July 13, 2001 Borrower shall have issued new original
stock certificates with respect to the stock certificates previously held by
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Independence Community Bank as bailee under the Holdings Pledge Agreement, such
certificates to name Holdings as holder of such certificates; and
(e) by July 13, 2001 Borrower shall deliver to Lender the
original stock certificate for Holdings; and
(f) by July 13, 2001, duly executed blocked account agreements
with respect to the bank accounts set forth on SCHEDULE 2.10 hereto in form and
substance satisfactory to Lender; and
(g) by July 13, 2001, duly executed Mortgages with respect to
the parcels of real property set forth on SCHEDULE 4.1(E) hereto and pursuant to
SECTION 5.9 of the Credit Agreement, in form and substance satisfactory to
Lender; and
(h) by July 13, 2001, environmental indemnities with respect
to parcels of real property set forth on SCHEDULE 4.1(E) hereto in form and
substance satisfactory to Lender; and
(i) within twenty (20) days of the effectiveness of Amendment
No. 7, collateral access agreements for leased real property set forth on
SCHEDULE 4.5 hereto that Lender deems, in its sole discretion are required; and
(j) within ten (10) days of the effectiveness of Amendment No.
7, updated certificates of insurance naming Lender as additional named insured
or loss payee thereunder, which provides for at least 30 days' prior written
notice to Lender of any material modification or cancellation of such policy
pursuant to SECTION 5.4(B) of the Credit Agreement; and
(k) such other information, documents, instruments or
approvals as the Lender or the Lender's counsel may require.
12. REPRESENTATIONS AND WARRANTIES OF BORROWER. Borrower (on behalf of
itself and each other Loan Party) represents and warrants as follows:
(a) Each Loan Party is a corporation organized, validly
existing and in good standing under the laws of the jurisdiction of formation
and all other jurisdictions in which the failure to be so qualified has not had
and could not reasonably be expected to have a Material Adverse Effect, has all
requisite power and authority to own and operate its properties, to carry on its
business as now conducted, and to enter into the Loan Documents to which it is a
party and to carry out the transactions contemplated thereby; and
(b) Each Loan Party is engaged only in the businesses
permitted to be engaged in pursuant to SECTION 6.13 and is conducting its
business in accordance with the provisions of SECTION 6.13 and each Loan Party
holds all licenses, permits, franchises, certificates of authority or any
waivers of the foregoing that are necessary to permit them to conduct their
respective businesses as now conducted and such licenses, permits, franchises,
certificates of authority and waivers are valid and in full force and effect;
and
(c) All Subsidiaries of the Borrower and Holdings, and each
respective Person's ownership interests in such Subsidiary are identified on
replacement SCHEDULE 4.1(D) annexed hereto. The capital stock of each of the
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Subsidiaries identified on SCHEDULE 4.1(D) is duly authorized, validly issued,
fully paid and nonassessable and none of such capital stock constitutes Margin
Stock. No Subsidiary, other than as set forth on SCHEDULE 4.1(D) is in existence
as of the date hereof; and
(d) No Loan Party owns any real property other than as set
forth on SCHEDULE 4.1(E) annexed hereto; and
(e) The chief executive office, principal place of business,
state of incorporation and organizational identification number assigned by such
State of incorporation of each Loan Party is as set forth on Part One of
replacement SCHEDULE 4.1(F) annexed hereto; and
(f) The location where each Loan Party keeps its books and
records, any inventory, or any equipment is as set forth on Parts Two, Three and
Four, respectively, of replacement SCHEDULE 4.1(F) annexed hereto; and
(g) Other than as set forth in Part Five of replacement
SCHEDULE 4.1(F) annexed hereto, no Loan Party does business under any fictitious
business names or tradenames or has done business under the same for the five
(5) years preceding the date hereof; and
(h) Each Loan Party has good, legal title to all of their
respective properties (real and personal) and assets; and
(i) Replacement SCHEDULE 4.5 annexed hereto contains a true,
accurate and complete list of all Material Leasehold Properties of any Loan
Party, regardless of whether such Loan Party is the landlord or the tenant and
whether directly or as an assignee or successor in interest under such lease,
sublease or assignment; and
(j) Except as disclosed on replacement SCHEDULE 4.20 annexed
hereto, the operations of each Loan Party (including, without limitation, all
operations and conditions at or in the Facilities) comply in all material
respects with all Environmental Laws; and
(k) Each Loan Party has paid its respective Taxes; and
(l) The execution, delivery, and performance by Borrower of
this Amendment and the Borrower and the other Loan Parties of the Loan Documents
to which they are a party, as amended hereby, are within each Loan Party's
corporate powers, have been duly authorized by all necessary corporate action
and do not and will not (i) violate any provision of federal, state, or local
law or regulation applicable to any Loan Party or any of their corporate
documents, or any order, judgment, or decree of any court or other governmental
authority binding upon any Loan Party, (ii) conflict with, result in a breach
of, or constitute (with due notice or lapse of time or both) a default under any
material Contractual Obligation of any Loan Party, (iii) result in or require
the creation or imposition of any Lien of any nature whatsoever upon any
properties or assets of any Loan Party, other than Liens in favor of the Lender,
or (iv) require any approval of Borrower's shareholders or any approval or
consent of any Person under any material Contractual Obligation of any Loan
Party; and
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(m) The execution, delivery, and performance by each Loan
Party of this Amendment and the Loan Documents to which they are a party, as
amended hereby and thereby, do not and will not require any registration with,
consent, or approval of, or notice to, or other action with or by, any
governmental authority or other Person, or require any other Governmental
Authorization; and
(n) This Amendment and each other Loan Document to which
Borrower is a party, and all other documents contemplated hereby and thereby,
when executed and delivered by Borrower will be the legally valid and binding
obligations of Borrower, enforceable against Borrower in accordance with their
respective terms, except as enforcement may be limited by equitable principles
or by bankruptcy, insolvency, reorganization, moratorium, or similar laws
relating to or limiting creditors' rights generally; and
(o) No transfer of property is being made by Borrower or any
other Loan Party and no obligation is being incurred by Borrower or any other
Loan Party in connection with the transactions contemplated by this Agreement or
the other Loan Documents with the intent to hinder, delay, or defraud either
present or future creditors of Borrower or any other Loan Party, or to leave
such Borrower or other Loan Party with unreasonably small capital with which to
conduct its present or proposed business; and
(p) Other than the Term Loan Default (as defined in the
Forbearance Agreement) no other Default or Event of Default has occurred or is
continuing.
13. APPLICABLE LAW. THIS AMENDMENT AND THE TRANSACTIONS EVIDENCED
HEREBY SHALL, IN ACCORDANCE WITH SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW
OF THE STATE OF NEW YORK, BE GOVERNED BY AND CONSTRUED UNDER THE INTERNAL LAWS
OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW THAT
WOULD CALL FOR THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.
14. FORBEARANCE AGREEMENT SUPERCEDED. This Amendment supercedes, in all
respects, the Forbearance Agreement.
15. COUNTERPARTS. This Amendment may be executed in multiple
counterparts, each of which shall be deemed to be an original and all of which,
taken together, shall constitute one and the same agreement. In proving this
Amendment in any judicial proceedings, it shall not be necessary to produce or
account for more than one such counterpart signed by the party against whom such
enforcement is sought. Any signatures delivered by a party by facsimile
transmission shall be deemed an original signature hereto.
16. TIME IS OF THE ESSENCE. For purposes of this Amendment, the Credit
Agreement and all other Loan Documents, Borrower, for itself and the other Loan
Parties, hereby acknowledges that time is of the essence.
17. REFERENCE TO AND EFFECT ON THE LOAN DOCUMENTS. Upon the
effectiveness of this Amendment, on and after the date hereof each reference in
the Credit Agreement to "this Agreement", "hereunder", "hereof" or words of like
import referring to the Credit Agreement, and each reference in the other Loan
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Documents to "the Credit Agreement" "thereunder", "thereof" or words of like
import referring to the Credit Agreement, shall mean and be a reference to the
Credit Agreement as amended hereby.
18. COSTS, EXPENSES AND TAXES. Borrower agrees to pay on demand all
reasonable costs and expenses in connection with the preparation, execution, and
delivery of this Amendment and the other instruments and documents to be
delivered hereunder, including, without limitation, the reasonable fees and
out-of-pocket expenses of counsel for the Lender with respect thereto and with
respect to advising the Lender as to its rights and responsibilities hereunder
and thereunder.
19. LOAN DOCUMENT. This Amendment shall be deemed to be a Loan Document
for all purposes.
[The remainder of the page is intentionally blank.]
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IN WITNESS WHEREOF, the parties hereto have executed this
Amendment or caused it to be executed under seal by their duly authorized
officers, as of the day and year first written above.
BORROWER: VIASOURCE COMMUNICATIONS, INC., a
New Jersey corporation
By: /s/ Craig A. Russey
--------------------------
Name: Craig A. Russey, President
--------------------------
Notice Address:
c/o Communications Resources Incorporated
200 East Broward, Suite 2100
Ft. Lauderdale, Florida 33308
Attn: Craig A. Russey
and a copy to:
Akerman Senterfitt & Eidson, P.A.
SunTrust International Center
One South East Third Avenue,
28th Floor
Miami, Florida 333131
Attention: Bradley D. Houser, Esq.
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LENDER: GENERAL ELECTRIC CAPITAL
CORPORATION
By: /s/ Stephen W. Hipp
-------------------------------------
Name: Stephen W. Hipp, Authorized Signatory
-------------------------------------
Notice Address:
General Electric Capital Corporation
2325 Lakeview Parkway
Suite 700
Alpharetta, Georgia 30004
Attn: Viasource Account Manager
with a copy to:
General Electric Capital Corporation
201 High Ridge Road
Stamford, Connecticut 06927
Attn: Susan L. Poland, Esq.
and a copy to:
Paul, Hastings, Janofsky & Walker LLP
600 Peachtree Street NE, Suite 2400
Atlanta, Georgia 30008
Attention: Jesse H. Austin, III, Esq.
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