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EXHIBIT 10.10(f)
AMENDMENT AGREEMENT ("AMENDMENT"), dated as of August __,
2000, to the Amended and Restated Credit Agreement, dated as of March 10, 2000
(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 the consent of Lender to modify
certain interest rate calculations and waive certain prepayments set forth in
the Credit Agreement and the Lender is willing to grant such requests.
Accordingly, the parties hereto agree as follows:
Section 1. WAIVER
The Lender hereby waives the provisions of Section 2.4(g) of
the Credit Agreement regarding the mandatory prepayment of the Term Loan.
Section 2. AMENDMENT
Section 2.2(a) of the Credit Agreement is hereby amended by
(x) deleting the table for calculation of "Applicable Margin" for Term Loans and
(y) inserting the following substitution therefor:
The "APPLICABLE MARGIN" for Term Loans that are Base
Rate Loans and LIBOR Rate Loans shall be as follows:
APPLICABLE MARGIN FOR APPLICABLE MARGIN FOR
LIBOR RATE LOANS BASE RATE LOANS
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4.0% 2.75%
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Section 2. REPRESENTATIONS AND ADDITIONAL PROVISIONS
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.
8. The Borrower also acknowledges that the waiver effectuated
on the date hereof shall not establish in any manner a "course of dealings"
pursuant to any terms other than the express written terms of the agreement.
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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:
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Name:
Title:
GENERAL ELECTRIC CAPITAL CORPORATION
By:
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Name:
Title:
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