Exhibit 10.10
May 6, 1998
Business Telecom, Inc.
0000 Xxx Xxxxx Xxxx
Xxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: Xx. Xxxxx Xxxxxxx
Chief Financial Officer
Re: Loans Extended by General Electric Capital Corporation
("GECC") to Business Telecom, Inc. ("Borrower")
Gentlemen:
Reference is hereby made to that certain Second Amended and Restated
Loan Agreement, dated as of September 22, 1997, between GECC, in its capacity as
lender and agent, and Xxxxxxxx (as the same has been amended from time to time,
the "Loan Agreement"). Capitalized terms used herein and not otherwise defined
herein shall have the meanings ascribed to such terms in the Loan Agreement.
Xxxxxxxx has requested, pursuant to that certain letter from BTI to GECC, a
waiver by GECC of certain Events of Default currently existing under the terms
of the Loan Documents. Specifically, Xxxxxxxx has requested GECC to waive the
Events of Default arising out of those sections of the Loan Documents identified
on Exhibit A hereto.
GECC is willing to, and hereby does, waive the specific Events of
Default resulting directly from the actions specified in Exhibit A; provided,
that such waiver by GECC shall relate solely to Events of Default occurring on
or prior to March 31, 1998 and shall in no way prevent GECC from exercising its
remedies related to any Event of Default occurring after such date (whether
related to the Sections of the Loan Agreement listed in Exhibit A or otherwise);
provided, further, that these waivers shall become effective and binding on the
parties hereto immediately upon the execution and delivery hereof, subject to
(a) the receipt of GECC of the deliverables described in Items F and G of
Exhibit B hereto and (b) the failure of Borrower to fulfill any of the
requirements described in Items A, B, C, D
or E of Exhibit B within the applicable time periods (each of which shall only
be deemed satisfied upon fulfillment by Xxxxxxxx, to the satisfaction of GECC in
its sole discretion, of each and every such condition subsequent):
As a material inducement to GECC to grant the waivers set forth herein,
Borrower hereby (i) restates, reaffirms, ratifies and renews in all material
respects at and as of the date of this letter, each and every representation,
warranty, covenant, release, indemnification and agreement heretofore made by
Borrower under or in connection with the Loan Agreement and the other Loan
Documents; (ii) acknowledges and agrees that, except as expressly amended by the
First Amendment to the Second Amended and Restated Loan Agreement or by the
waivers granted hereby, the Loan Agreement remains in full force and effect in
accordance with its terms, and there are no other amendments, modifications or
waivers of or relating to the Loan Agreement and (iii) acknowledges and agrees
that nothing set forth herein shall prevent GECC from requiring strict
compliance from and after the periods covered by this letter by Borrower with
the terms of the Loan Agreement and each other Loan Document.
Sincerely,
GENERAL ELECTRIC
CAPITAL CORPORATION, as Agent
By: ______________________________
Its: _____________________________
Agreed to and Accepted this 6th day of May, 1998:
BUSINESS TELECOM, INC.
By: _______________________
Its: _______________________
