EXHIBIT 10.3
[LETTERHEAD OF TEXTRON FINANCIAL]
May 27, 2003
ARI Network Services, Inc.
000 X. Xxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxxxxx, XX 00000
Attn: Xxxxx Xxxxxxx
Re: Receivables Sale Agreement
Dear Xxxxx:
XXX Network Services, Inc. ("Seller") and RFC Capital Corporation (`Purchaser")
entered into a Receivable Sale Agreement, dated September 28, 1999 ("the
Agreement"). Unless otherwise defined in this letter agreement, capitalized
terms used in this letter agreement shall have the same meaning ascribed to them
in the Agreement.
Unless the Agreement is sooner terminated as a result of an Event of Seller
Default or by notice from Seller, as provided in the Agreement, the Termination
Date of the Agreement is September 28th, 2002. However, in view of our ongoing
discussions regarding possible renewal of the Agreement, we have agreed to
extend the Termination Date. Accordingly, this letter agreement confirms our
mutual agreement to extend the Termination Date until June 24, 2003 (the
"Extension"), subject to each of the following terms and conditions:
1. Purchaser shall continue to purchase Receivables as provided
in the Agreement between the date hereof and the Extension.
2. The Lockbox Account will continue to be maintained as provided
in Section 2.4 of the Agreement until the earlier of (i) a
date which is 120 days following expiration of the Extension,
or (ii) the date on which Purchaser has collected all amounts
owing on Purchased Receivables and has otherwise received all
amounts owing Purchaser under the Agreement.
3. Prior to expiration of the Extension, Purchaser will continue
to administer the accounts as provided in Article V of the
Agreement and, notwithstanding anything to the contrary in
Section 5.4 of the Agreement, Purchaser shall have the right
to continue to fund the Seller Credit Reserve Account from the
Excess Collection Amount as provided in Section 5.3 (a)(iii)
of the Agreement.
4. During the Extension, Seller and Purchaser shall have their
respective rights and responsibilities described in Article VI
of the Agreement.
5. Any attempt by the subordinated debenture holder to exercise
any of its rights to foreclose or to accelerate the
obligations of Seller under that certain debenture between
Seller
and subordinated debenture holder, shall be deemed an Event of
Seller Default under the Agreement.
6. In consideration of the Extension, Xxxxxx agrees to pay
Purchaser and accommodation fee equal to 0.25% of the Purchase
Commitment Fee in effect, which is fully earned and payable to
Purchaser upon the execution of this letter agreement.
Except as expressly set forth in this letter agreement, all terms,
covenants and provisions of the Agreement are and shall remain in full
force and effect without further modification or amendment. The terms
of this letter agreement shall be deemed incorporated into, and made a
part of, the Agreement.
Seller represents and warrants that it has all of the requisite power
and authority to execute this letter agreement and that, upon execution
and delivery of this letter agreement, it will constitute the legal,
valid and binding obligation of the Seller.
Please acknowledge your agreement to the foregoing by signing below and
returning an executed copy of this letter to my attention.
Sincerely,
/s/ Xxxx Xxxxxxx
Xxxx Xxxxxxx
Xxxxxx and accepted this
27th day of May 2003
ARI Network Services, Inc.
By: /s/ Xxx Xxxxxxxx
-----------------
Chief Financial Officer
