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EXHIBIT 2.4
[GRAPHIC OMITTED] MODIFICATION AGREEMENT
This Agreement is entered into by and between the undersigned ("Debtor"),
Associates Capital Services Corporation ("Associates") and any guarantor signing
below.
Debtor entered into the security agreements with Associates, described by
account number and unpaid balance on the Schedule 1 attached hereto and made a
part hereof (herein with all amendments, riders and modifications thereto and
any accompanying notes, collectively referred to as the "Contracts"). The unpaid
balance under the Contracts is secured by the property described in Schedule 2
attached hereto and made a part hereof (collectively called the "Equipment").
The Contracts and any guarantees and other documents executed in connection with
the Contracts are herein collectively called the "Documents". Debtor has
requested that Associates restate and modify the terms of the Contracts which
Associates is willing to do, but only under certain terms and conditions.
In consideration of Associates agreement hereto, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
1. PRESENT UNPAID BALANCE. The unpaid balance of each Contract as of the
date hereof is set forth on Schedule 1, and shall be repayable with
interest as provided under Paragraph 2 of this Agreement. The total
unpaid balance of all Contracts as of the date hereof is $2,689,393.41
(the "Rescheduled Principal Balance").
2. MODIFIED PAYMENT TERMS. Debtor agrees and promises to pay to Associates
the Rescheduled Principal Balance and interest in installments as
follows:
Interest before maturity shall accrue from the date hereof and
be payable monthly on the first day of each month, commencing
on July 1, 1999, computed on the unpaid Rescheduled Principal
Balance at the rate of 10.0% simple interest per annum, and in
addition thereto Debtor shall pay one principal payment in the
amount of $672,348.38 on May 1,2000 followed by monthly
principal payments in the amount of $61,122.58 commencing on
June 1, 2000 with a like payment on the like date of each
month thereafter until the Rescheduled Principal Balance shall
be paid in full.
3. THIRD PARTY CONSENTS REQUIRED. Any guarantors of Debtor's obligations
under the Documents or any other party, if required by Associates,
shall execute and deliver to Associates a copy of this Agreement or
such other consent and acknowledgment of the continuance of their
obligations and liabilities under the Documents as Associates may
require.
4. MISCELLANEOUS. Except as specifically modified hereby, the terms and
provisions of the Documents shall remain in full force and effect. This
Agreement is a modification only and not a novation. No oral agreement,
guaranty, promise, representation or warranty shall be binding on
Associates. All payments may at the option of Associates be applied
first to delinquency charges, then to interest, then to principal. This
Agreement will not become effective unless and until accepted and
signed by Associates. Each of the parties executing this Agreement
acknowledges receipt of a copy hereof.
Dated: May 28, 1999
DEBTOR: Preferred Networks, Inc. Accepted by Associates Capital
Services Corporation
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxxxx X. Xxxxxx
Title: Senior Vice President and Title: Senior Vice President
Chief Financial Officer
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