Amendment to Proposed Restructure Term Sheet between FINOVA Capital Inc. and Aquis Communications Group, Inc.

Summary

FINOVA Capital Inc. and Aquis Communications Group, Inc. have agreed to amend their previously executed restructure term sheet dated February 21, 2002. The amendment updates the terms for two loan tranches: a $7 million senior secured promissory note and a $2 million senior secured subordinate note, both maturing on June 30, 2006. The amendment also sets specific financial covenants and a pre-payment provision for the subordinate note. All other terms from the original agreement remain unchanged.

EX-10.70 8 b317419ex10_70.txt AMENDMENT TO PROPOSED RESTRUCTURE TERM SHEET Exhibit 10.70 [FINOVA(R) LOGO] FINANCIAL INNOVATORS FINOVA Capitat Inc. 500 Church Street, Suite 200 Nashville, TN 37219 Fax ###-###-#### www.finova.com ------------ March 25, 2002 Mr. John B. Frieling Chief Executive Officer Aquis Communications Group, Inc. 1719A Route 10, Suite 300 Parsipanny, NJ 07054 Re: Amendment to February 21, 2002 Proposed Restructure Term Sheet Dear Mr. Frieling: FINOVA Capital, Inc. ("FINOVA") and Aquis Communications Group, Inc. ("Aquis") executed a Proposed Restructure Term Sheet on February 21, 2002. Subsequent to that date, certain modifications to the proposed terms were made. These modifications are as stated below. All other terms and requirements remain as previously agreed. The modifications are as follows; Tranche A Loan Amount: Restructured Senior Secured Promissory Note in the amont of $7,000,000 ("Tranche A Note") Term: Four and one-half (4 1/2) year term maturing June 30, 2006. Tranche B Loan Amount: Senior Secured Subordinate Note in the amount of $2,000,000 ("Tranche B Note") Term: Four and one-half (4 1/2) year term maturing June 30, 2006 Tranche B Pre-Payment Provision: The repayment of the Tranche B Note shall occur on or before March 31, 2006 to enact the forgiveness and share reduction features. Financial Covenants: The ratio of Senior Debt (the then outstanding balance of the Tranche A Note) to EBITDA shall not exceed: o 2.00:1.00 for the fiscal year ending 2002; o 1.30:1.00 for the fiscal year ending 2003; o 0.90 for the fiscal year ending 2004, and; o 0.50 for the fiscal year ending 2005. Aquis Communications Group, Inc. March 25, 2002 As stated, all other terms of the February 21, 2002 Proposed Restructure Term Sheet remain as previsously agreed. If these modifications are consistient with your understanding, please execute and return an original signature. Sincerely, FINOVA Capital Inc. Bruce Dicks Vice President cc: David Fisher, Attorney at Law -- Via E-mail: ***@*** Jon Intrater -- Via E-mail: ***@*** Acknowledgements. The undersigned acknowledges its review of this non-binding term sheet and that the terms and conditions herein are acceptable. Aquis Communications Group, Inc. By: -------------------------------------- John Frieling, Chief Executive Officer Date: ------------------------------------- 2