February 13, 2003
AM Communications, Inc.
AM Broadband Services, Inc.
SRS Communications Corporation
AMC Services, Inc.
AM Nex-Link Communications, Inc.
AM Training Services, Inc. (collectively, the "Borrowers")
0000 XX Xxxxx
Xxxxxxxxxx, XX 00000
RE: Forbearance Agreement, dated as of December 13, 2002 (the
"Forbearance Agreement"), among Borrowers and LaSalle Business
Credit, LLC (successor by merger to LaSalle Business Credit,
Inc.), as agent for Standard Federal Bank National Association
(the "Lender")
Gentlemen:
Reference is made to the Forbearance Agreement. Capitalized terms used
herein and not otherwise defined shall have the respective meanings set forth in
the Forbearance Agreement.
Upon the effectiveness of this letter, the Forbearance Agreement is
amended as follows:
1. Section 3(b) of the Forbearance Agreement is amended by deleting the
last sentence thereof in its entirety and replacing the same with the following:
"The Termination Date shall mean the earlier of (a) March 3, 2003, and
(b) the date of the occurrence of any Event of Default (other than the
Specified Events of Default) including without limitation any violation
of or noncompliance with the terms and conditions of this Agreement."
2. Section 12(k) of the Loan Agreement (which was added to the Loan
Agreement pursuant to Section 5(c) of the Forbearance Agreement) is amended and
restated in its entirety as follows:
"(k) Additional Subordinated Debt. On or before March 3, 2003,
Borrowers shall receive the proceeds of additional Subordinated Debt,
to be advanced under terms and subject to agreements acceptable to
Lender, in an aggregate principal amount of not less than Two Million
Five Hundred Thousand Dollars ($2,500,000) and not more than Four
Million Five Hundred Thousand Dollars ($4,500,000), which shall be
utilized by Borrowers in a manner consistent with Sections 12(g)(ii)
and (iv) hereof."
3. Schedule A (Specified Events of Default) to the Forbearance Agreement is
amended and restated in its entirety by, and replaced with, Schedule A to this
letter.
This letter shall be effective upon the Borrowers' execution of a
countersigned counterpart of this letter and delivery thereof to the Lender (it
being understood and agreed that, upon the effectiveness of this letter, the
effectiveness of (a) Paragraph 2 above shall be deemed retroactive to January
31, 2003, and (b) Paragraph 3 above shall be deemed retroactive to December 28,
2002). If this letter is not executed by the Borrowers and delivered to the
Lender by February 13, 2003, this letter shall be null and void.
Except as modified by the terms hereof, all of the terms and conditions
of the Forbearance Agreement, the Loan Agreement and each of the Other Documents
are hereby reaffirmed and shall continue in full force and effect as therein
written. Without limiting the generality of the foregoing, the Specified Events
of Default continue to be outstanding and have not been waived, and the Lender
expressly reserves all of its rights, options and remedies available under the
Forbearance Agreement, the Loan Agreement and each of the Other Documents, and
otherwise available at law or in equity. Any failure to exercise, or any delay
in exercising, any such right, option or remedy, now or hereafter, shall not be
deemed or constitute a waiver, limitation or impairment thereof.
This letter may be executed in any number of counterparts, but all of
such counterparts shall together constitute but one and the same agreement. This
letter may be executed and delivered by facsimile with the same force and effect
as if it were a manually executed and delivered counterpart.
Very truly yours,
LaSalle Business Credit, LLC
By: /s/ Xxxxxxx X. Xxxx, Xx.
----------------------------------
Name/Title: Xxxxxxx X. Xxxx, Xx.,
Assistant Vice President
{Additional signature page follows}
2
Agreed as of this 13th day of February, 2003:
AM Communications, Inc.
By: /s/ Xxxxxx Xxxxxxxx
--------------------------
Name/Title: Xxxxxx Xxxxxxxx
Chief Financial Officer
AM Broadband Services, Inc.
By: /s/ Xxxxxx Xxxxxxxx
--------------------------
Name/Title: Xxxxxx Xxxxxxxx
Chief Financial Officer
SRS Communications Corporation
By: /s/ Xxxxxx Xxxxxxxx
--------------------------
Name/Title: Xxxxxx Xxxxxxxx
Chief Financial Officer
AMC Services, Inc.
By: /s/ Xxxxxx Xxxxxxxx
--------------------------
Name/Title: Xxxxxx Xxxxxxxx
Chief Financial Officer
AM Nex-Link Communications, Inc.
By: /s/ Xxxxxx Xxxxxxxx
--------------------------
Name/Title: Xxxxxx Xxxxxxxx
Chief Financial Officer
AM Training Services, Inc.
By: /s/ Xxxxxx Xxxxxxxx
--------------------------
Name/Title: Xxxxxx Xxxxxxxx
Chief Financial Officer
3
SCHEDULE A
SPECIFIED EVENTS OF DEFAULT
1. The Borrowers' failure to comply with Section 14(b) of the Loan
Agreement for (i) the 3 month period ended September 28, 2002 and (ii) the 9
month period ended December 28, 2002.
2. The Borrowers' failure to comply with Section 14(c) of the Loan
Agreement for the 9 month period ended December 28, 2002.
3. The Borrowers' failure to comply with Section 14(d) of the Loan
Agreement for the current fiscal year of the Borrowers.
