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Delaware
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0-22636
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75-2461665
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(State
or other jurisdiction
of
incorporation
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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·
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The
Registrant must dispose of its CLEC business, its One Ring Networks, Inc.
(“One
Ring”) business, and its fixed wireless broadband Internet access
business in Northern California prior to signing a definitive
agreement.
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·
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The
Registrant must convert all of its subordinated debt into shares of its
common stock or One Ring equity prior to signing a definitive
agreement.
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·
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The
Registrant must obtain a reduction of the aggregate amounts outstanding
under certain senior notes due to Laurus Master Fund, Ltd. and its
affiliates including, without limitation, Valens U.S. SPV I, LLC, Valens
Offshore SPV II Corp., and LV Administrative Services, Inc. (collectively,
“Laurus”), down
to $2,500,000 that will be senior to all of the Registrant’s
obligations.
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·
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The
aggregate amount of shares of the Registrant’s issued and outstanding
common stock as of the Closing (taking into account each of the debt
conversions described above) shall be no more than 130,000,000
shares.
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·
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At
the Closing, the Registrant must only be responsible for the following
indebtedness: (i) senior secured debt due to Laurus must be restructured
to provide for a maximum principal amount of $2,500,000 to accrue interest
at 8.00% interest with all amounts due and payable in one balloon payment
on the third anniversary of the Closing; and (ii) junior indebtedness in
the total outstanding amount of $600,000. The restructured
Laurus debt will be allocated as follows: (A) $1,250,000 as a senior
obligation of the Registrant; and (B) $1,250,000 as a senior obligation to
be secured by the Telenational assets to be transferred as described
above.
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·
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Except
for certain outstanding warrants issued to Laurus, Trident Growth Fund,
L.P., and Global Capital Funding Group, LP, all outstanding options,
warrants, stock awards, and other securities convertible into shares of
the Registrant’s common stock, including, without limitation, any such
convertible securities or other derivatives held by any of the following:
(i) John Jenkins and Apex Acquisitions, Inc., the Registrant’s principal
shareholders (the “Principal Rapid Link
Shareholders”), (ii) all of the Registrant’s and its subsidiaries’
employees, and (iii) any other lender of the Registrant, must be
terminated and cancelled with no further obligation on the part of the
Registrant with respect thereto.
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·
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Any
of the Registrant’s obligations to issue securities or any registration
rights agreements or similar arrangements obligating the Registrant to
register any of its securities with the U.S. Securities and Exchange
Commission (the “SEC”) must be
terminated with no further force or
effect.
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·
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At
the Closing, the Registrant’s current officers and directors must resign
all of their positions with the Registrant as well as any of its
subsidiaries and any applicable employment agreements must be terminated
with no further force and effect (including any change of control or
severance obligations that may be triggered by the entry into or the
consummation of the Transaction).
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·
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At
the Closing, the Principal Rapid Link Stockholders must enter into lock-up
agreements in favor of the Registrant pursuant to which each shall not be
permitted (without the Registrant’s prior written consent) to sell any
shares of the Registrant’s common stock for a period of one (1) year
following the Closing for a purchase price below $0.05 per
share.
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·
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The
Registrant must obtain all requisite approvals (including shareholder
approval) to amend its certificate of incorporation to increase the amount
of shares of common stock authorized for issuance from 175,000,000 to
1,000,000,000, to change its corporate name to a name satisfactory to
Blackbird, to delete Article Eighth, and amend Article Eleventh to provide
for a majority affirmative vote instead of the two-thirds vote currently
required for various corporate
actions.
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·
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The
Registrant must be in good standing with, and shall have filed all
periodic reports required by, the SEC in a timely manner, except for its
upcoming quarterly report on Form 10-Q, which the Registrant must use its
best efforts to have filed no later than September 21,
2009.
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·
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Telenational
must indemnify and hold the Registrant harmless from any amounts
(including attorneys’ fees and related costs) associated with the
Registrant’s pending lawsuit(s).
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·
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All
regulatory approvals and other third-party permits, authorizations,
approvals, and consents necessary for the consummation of the Transaction
must have been obtained, and all applicable legal requirements shall have
been satisfied, unless the parties mutually agree to extend the time
period for obtaining such regulatory approvals or otherwise proceed with
the Transaction without having received all required regulatory approvals
prior to the Closing.
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·
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The
Registrant’s core business, consisting of call center wholesale,
international wholesale, calling card, residential long-distance callback,
and related services (the “Core
Business”), shall have ongoing operations generating revenues of at
least approximately $600,000 per month and yielding at least approximately
$150,000 in gross profit per month for the calendar quarter immediately
prior to the Closing.
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·
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There
shall have be no material adverse change in the operations of the
Registrant’s Core Business since April 30, 2009 that has not otherwise
been disclosed to Blackbird in
writing.
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(d)
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Exhibits
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No.
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Description
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Letter
of Intent to purchase Blackbird
Corporation
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Rapid
Link, Incorporated
(Registrant)
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Date:
September 11, 2009
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By:
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/s/
Christopher J. Canfield
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Christopher
J. Canfield
Chief
Executive Officer and Principal Financial
Officer
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