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EXHIBIT 10.10(b)
AMENDMENT NO. 1 ("Amendment"), dated as of December 22, 1999,
to the Credit Agreement, dated as of September 7, 1999 (as the same may be
amended, restated, supplemented and/or modified from time to time in accordance
with its terms, the "Credit Agreement"), by and between VIASOURCE
COMMUNICATIONS, INC. (the "Borrower") and GENERAL ELECTRIC CAPITAL CORPORATION
(the "Lender"). All capitalized terms used herein and not otherwise defined
shall have the meanings assigned to such terms in the Credit Agreement.
The Borrower has requested waivers of and amendments to
certain financial covenants set forth in the Credit Agreement and the Lender is
willing to grant such request.
Accordingly, the parties hereto agree as follows:
Section 1. Waiver
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The Lender hereby waives compliance by the Borrower with the
financial covenants contained in Sections 6.4(iii)(i) and Section 6.7(b) of the
Credit Agreement for the time period commencing on September 7, 1999 and ending
on the date hereof.
Section 2. Amendment
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1. The definition of EBITDA appearing in Section 1.1 of the
Credit Agreement is hereby amended by deleting the subsection (1) of the second
sentence thereof in its entirety and renumbering the remaining subsections
accordingly.
2. Section 6.4(iii)(i) of the Credit Agreement is hereby
amended by deleting the dollar amount "$3,250,000" appearing in the third line
thereof and inserting the dollar amount "$4,800,000" in substitution thereof.
3. Section 6.7(b) of the Credit Agreement is hereby amended by
deleting the figures "1.5:1.0" appearing in the third line thereof and inserting
the figures "1.25:1.0" in substitution thereof.
Section 3. Representations and Additional Provisions
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1. The Borrower represents and warrants that (i) after giving
effect to this Amendment, no Default or Event of Default is continuing, (ii) the
Borrower has taken all necessary action to authorize the execution, delivery and
performance of this Amendment and (iii) the Credit Agreement, as amended by this
Amendment, is duly enforceable against the Borrower.
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2. Except as expressly set forth in this Amendment, the terms,
provisions and conditions of the Credit Agreement and other Loan Documents are
unchanged, and such agreements shall remain in full force and effect and are
hereby confirmed and ratified.
3. The Borrower shall pay all out-of-pocket expenses incurred
by the Lender in connection with the transactions contemplated hereby under this
Amendment, including but not limited to fees and expenses of Xxxx, Scholer,
Fierman, Xxxx & Handler LLP, counsel to the Lender.
4. The term "Agreement", "hereof", "herein" and similar terms
as used in the Credit Agreement, and references in the Loan Documents to the
Credit Agreement shall mean and refer to, from and after the effectiveness of
this Amendment, the Credit Agreement as amended by this Amendment. Except as
herein specifically agreed, the Credit Agreement and the Loan Documents are
hereby ratified and confirmed and shall remain in full force and effect
according to their respective terms.
5. This Amendment shall be effective upon receipt by the
Lender of five fully executed copies hereof.
6. This Amendment may be executed in any number of
counterparts, and all such counterparts taken together shall constitute one and
the same instrument. Signature pages may be detached from counterpart documents
and reassembled to form duplicate executed originals. Delivery of an executed
counterpart of a signature page to this Amendment by telecopier shall be
effective as delivery of a manually executed signature page hereto.
7. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL, IN ACCORDANCE WITH SECTION 5-1401 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK, BE GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK, WITHOUT REGARD TO ANY CONFLICTS OF LAWS PRINCIPLES THEREOF THAT
WOULD CALL FOR THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed by their respective authorized officers as of the
day and year first above written.
VIASOURCE COMMUNICATIONS, INC.
By: /s/ Xxxxx Xxxxxx
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Name:
Title:
GENERAL ELECTRIC CAPITAL
CORPORATION
By: /s/ Xxx Xxxxxx
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Name:
Title:
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