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Exhibit 10.3
REAFFIRMATION AND AMENDMENT AGREEMENT
This REAFFIRMATION AND AMENDMENT AGREEMENT (this "REAFFIRMATION"), is
entered into as of August 3, 2001, by and among VIASOURCE COMMUNICATIONS, INC.,
a New Jersey corporation (the "BORROWER"), the SUBSIDIARIES SIGNATORY HERETO
(the "GUARANTORS"), and GENERAL ELECTRIC CAPITAL CORPORATION, a New York
corporation, in its individual capacity ("GECC") pursuant to the Original Credit
Agreement and the First Amended Credit Agreement (both as defined below), and in
its capacity as agent (the "AGENT") for the Lender Group (as defined in the
Second Amended Credit Agreement, defined below). Capitalized terms used herein
and not otherwise defined herein shall have the meanings ascribed thereto in the
Second Amended Credit Agreement.
W I T N E S S E T H:
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WHEREAS, Borrower and GECC are parties to that certain Credit
Agreement dated as of September 7, 1999, as amended by that certain Amendment
No. 1 dated as of December 22, 1999 (as so amended, the "ORIGINAL CREDIT
AGREEMENT") and the Loan Documents (as defined therein) related thereto; and
WHEREAS, the Original Credit Agreement was amended and
restated by that certain Amended and Restated Credit Agreement dated as of March
10, 2000 (as amended restated, supplemented or otherwise modified from time to
time prior to the date hereof, the "FIRST AMENDED CREDIT AGREEMENT") and the
Loan Documents (as defined therein) related thereto; and
WHEREAS, the First Amended Credit Agreement has been amended
and restated pursuant to that certain Second Amended and Restated Credit
Agreement of even date herewith by and among Borrower, the lenders signatory
thereto, and the Agent (the "SECOND AMENDED CREDIT AGREEMENT"); and
WHEREAS, to secure the respective Obligations of the Borrower
to GECC under the Original Credit Agreement and the First Amended Credit
Agreement, GECC required the Borrower and the Guarantors to execute and deliver
the Loan Documents set forth below:
1. that certain Borrower Security Agreement dated as of
September 7, 1999 executed and delivered by Borrower
in favor of GECC, as amended by that certain
Amendment No. 1 to Borrower Security Agreement dated
as of March 10, 2000, as further amended and restated
by that certain Amended and Restated Borrower
Security Agreement dated as of July 5, 2001 (as may
be amended, restated, supplemented or otherwise
modified from time to time, the "SECURITY
AGREEMENT"); and
2. that certain Pledge Agreement dated as of September
7, 1999 executed and delivered by Borrower in favor
of GECC, as amended by that certain Borrower Pledge
Agreement dated as of July 5, 2001 (as may be
amended,
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restated, supplemented or otherwise modified from
time to time, the "BORROWER PLEDGE AGREEMENT"); and
3. that certain Pledge Agreement dated as of September
7, 1999 executed and delivered by Holdings in favor
of GECC, as amended by that certain Amendment No. 1
to Pledge Agreement dated as of March 10, 2000, as
further amended and restated by that certain Amended
and Restated Pledge Agreement dated as of July 5,
2001 (as may be amended, restated, supplemented or
otherwise modified from time to time, the "HOLDINGS
PLEDGE"); and
4. that certain Subsidiary Guaranty dated as of
September 7, 1999 executed and delivered by the
Subsidiaries signatory thereto in favor of GECC, as
ratified and confirmed by that certain Confirmation
of Guaranty dated as of March 10, 2000, and that
certain Holdings Guaranty dated as of September 7,
1999 executed and delivered by Holdings in favor of
GECC, all as further amended and restated by that
certain Amended and Restated Subsidiary Guaranty
dated as of July 5, 2001 (as may be further amended,
restated, supplemented or otherwise modified from
time to time, collectively the "SUBSIDIARY
GUARANTEE"); and
5. that certain Subsidiary Security Agreement dated as
of September 7, 1999 executed and delivered by the
Subsidiaries signatory thereto in favor of GECC, as
amended by that certain Amendment No. 1 to Subsidiary
Security Agreement, as further amended and restated
by that certain Amended and Restated Subsidiary
Security Agreement dated as of July 5, 2001 (as may
be amended, restated, supplemented or otherwise
modified from time to time, the "SUBSIDIARY SECURITY
AGREEMENT"); and
6. that certain Pledge Agreement dated as of September
7, 1999 executed and delivered by Communications
Resources Incorporated in favor of GECC, as amended
by that certain Amendment No. 1 to Pledge Agreement
dated as of March 10, 2000, as further amended and
restated by that certain Amended and Restated Pledge
Agreement dated as of July 5, 2001 (as may be
amended, restated, supplemented or otherwise modified
from time to time, the "CRI PLEDGE"); and
7. those certain Mortgages and/or deeds of trust for the
parcels of real property and improvements located at
37 Sycolin Road, SE, Leesburg, Loudoun County,
Virginia, and 8420 Zug Road, Bowie, Maryland, which
have been or will be executed, delivered and recorded
in favor of GECC, by Excalibur Cable Communications,
Ltd. (as recorded on the date hereof or hereafter,
the "MORTGAGES").
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WHEREAS, as a condition precedent to the effectiveness of the
Second Amended Credit Agreement, the Agent and the Lender Group have required
that the parties hereto execute and deliver this Reaffirmation.
NOW, THEREFORE, in consideration of the foregoing premises and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, and to induce the Agent and the Lender Group to enter into
the Second Amended Credit Agreement, the parties hereto hereby agree as follows:
1. RATIFICATION OF SECURITY DOCUMENTS. The Borrower and each Guarantor
hereby reaffirms, ratifies and confirms each of its respective payment and
performance obligations under the Security Agreement, the Borrower Pledge
Agreement, the Holdings Pledge, the Subsidiary Guarantee, the Subsidiary
Security Agreement, the CRI Pledge, and the Mortgages, together with any other
documents or instruments executed or delivered in connection therewith
(collectively, the "SECURITY DOCUMENTS").
2. REFERENCES IN SECURITY DOCUMENTS. The parties hereto agree that, on
the Closing Date, the following shall be deemed to occur automatically, without
further action by any party:
a. each reference in any Security Document to the "Credit
Agreement" shall include the Second Amended Credit Agreement; and
b. each reference in the Security Documents to the
Obligations, Secured Obligations and Guaranteed Obligations (as applicable)
shall be deemed to be a reference, or be deemed as defined to include, the
Obligations of Borrower pursuant to the Second Amended Credit Agreement; and
c. to the extent required to give effect to the Second Amended
Credit Agreement and the assignment of security interests from GECC in its
individual capacity to GECC in its capacity as Agent pursuant to the Second
Amended Credit Agreement, all references to "Lender" in the Security Documents
shall be deemed to be a reference to the Agent or the Agent for the benefit of
the Lender Group, as applicable, unless the context clearly requires otherwise.
3. ACKNOWLEDGMENT AND CONSENT TO ASSIGNMENT. The parties hereto
acknowledge and agree that this Reaffirmation has been entered into, among other
things, to assign the rights and obligations of GECC, in its individual capacity
as "Lender" pursuant to the Original Credit Agreement and the First Amended
Credit Agreement to the Agent, in its capacity as "Agent" for the benefit of the
Lender Group pursuant to the Second Amended Credit Agreement, and is not
intended to be a novation or discharge of, and shall not be a novation or
discharge of, any obligation of the Borrower or any Guarantor under the Original
Credit Agreement, the First Amended Credit Agreement and the Second Amended
Credit Agreement, the Security Documents, or any other Loan Document.
Accordingly the Borrower and each Guarantor agree that the Liens granted to GECC
in its individual capacity pursuant to the Original Credit Agreement and the
First Amended Credit Agreement, the Security Documents and the other Loan
Documents, as appropriate, shall be assigned to the Agent for the benefit of the
Lender
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Group pursuant to, and on the terms and conditions contained in, the Second
Amended Credit Agreement, including, without limitation, SECTION 2.1(a) of the
Second Amended Credit Agreement, and shall remain outstanding and in full force
and effect, without interruption or impairment of any kind, in accordance with
the terms of such document, and such Liens shall continue to secure the
respective Obligations, Secured Obligations, or Guaranteed Obligations, as the
case may be (as those terms are defined in the Second Amended Credit Agreement
and the Security Documents) in favor of the Agent for the benefit of the Lender
Group.
4. SECURITY DOCUMENTS SHALL REMAIN IN FULL FORCE AND EFFECT. The
Security Documents shall remain extant and in full force and effect following
the execution and delivery of this Reaffirmation and the execution and delivery
of the Second Amended Credit Agreement and the other documents, instruments and
certificates executed and delivered in connection therewith.
5. NO OTHER MODIFICATION OR WAIVER. Notwithstanding anything herein to
the contrary, the execution, delivery and effectiveness of this Reaffirmation
shall not, except as expressly provided above, modify the Security Documents or
operate as a waiver of any right, power or remedy of the Agent or any member of
the Lender Group, including GECC in its individual capacity, under the Security
Documents, nor constitute a waiver of any provision of the Second Amended Credit
Agreement or any of the other Loan Documents executed in connection therewith.
6. GOVERNING LAW. THIS REAFFIRMATION 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.
7. COUNTERPARTS. This Reaffirmation 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
Reaffirmation in any judicial proceeding, 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.
8. LOAN DOCUMENT. This Reaffirmation shall be deemed to be a Loan
Document for all purposes.
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IN WITNESS WHEREOF, the parties hereto have caused this Reaffirmation
to be duly executed and delivered as of the date first above written.
BORROWER: VIASOURCE COMMUNICATIONS, INC.
(f/k/a The RTK Group, Inc.)
By: /s/ Craig A. Russey
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Name: Craig A. Russey
Its: President
GUARANTORS: VIASOURCE HOLDINGS, INC.
By: /s/ Craig A. Russey
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Name: Craig A. Russey
Its: President
QUEENS CABLE CONTRACTORS, INC.
By: /s/ Craig A. Russey
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Name: Craig A. Russey
Its: President
RTK CORPORATION
By: /s/ Craig A. Russey
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Name: Craig A. Russey
Its: President
COMMUNICATION RESOURCES
INCORPORATED
By: /s/ Craig A. Russey
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Name: Craig A. Russey
Its: President
REAFFIRMATION AGREEMENT
SIGNATURE PAGE 1
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CRI CHERRY HILL, INC.
By: /s/ Craig A. Russey
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Name: Craig A. Russey
Its: President
TELECRAFTER ACQUISITION CORP.
By: /s/ Craig A. Russey
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Name: Craig A. Russey
Its: President
PC NETWORK SOLUTIONS, INC. (f/k/a
Viasource Northeast, Inc.)
By: /s/ Craig A. Russey
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Name: Craig A. Russey
Its: President
EXCALIBUR CABLE COMMUNICATIONS, LTD.
(f/k/a EX Acquisition, Inc.)
By: /s/ Craig A. Russey
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Name: Craig A. Russey
Its: President
TELECORE, INC. (f/k/a TC Acquisition,
Inc.)
By: /s/ Craig A. Russey
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Name: Craig A. Russey
Its: President
REAFFIRMATION AGREEMENT
SIGNATURE PAGE 2
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WIRELESS & CABLE COMMUNICATIONS
GROUP, INC.
By: /s/ Craig A. Russey
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Name: Craig A. Russey
Its: President
DSC ACQUISITION, INC.
By: /s/ Craig A. Russey
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Name: Craig A. Russey
Its: President
SCC ACQUISITION, INC.
By: /s/ Craig A. Russey
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Name: Craig A. Russey
Its: President
GECC: GENERAL ELECTRIC CAPITAL
CORPORATION, in its individual capacity
By: /S/ Stephen Hipp
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Name: Stephen Hipp
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Its: Duly Authorized Signatory
AGENT: GENERAL ELECTRIC CAPITAL
CORPORATION, as Agent
By: /s/ Stephen Hipp
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Name: Stephen Hipp
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Its: Duly Authorized Signatory
REAFFIRMATION AGREEMENT
SIGNATURE PAGE 3