EXHIBIT 10.40
AMENDED, RESTATED AND CONSOLIDATED
TERM LOAN NOTE
$14,250,000 Originally Executed: March 16, 2000
Amended and Restated: December 13, 2000
Amended, Restated and Consolidated: December 31, 2001
Arlington, Virginia
This AMENDED, RESTATED AND CONSOLIDATED TERM LOAN NOTE (hereinafter, the
"Note" or the "Term Loan Note") is executed and delivered under and pursuant to
the terms of that certain Credit Facility Agreement dated as of March 16, 2000
(as amended prior to the date hereof and as may be amended from time to time
hereafter, the "Credit Agreement") by and among XXXXXXXXXXXXX.XXX, INC. AND EACH
OF ITS DIRECT AND INDIRECT SUBSIDIARIES (including any successor or permitted
assignee thereof, each, a "Borrower"; collectively, the "Borrowers"), AND THE
LENDERS WHICH ARE OR WHICH BECOME PARTIES TO THE CREDIT AGREEMENT, AND MCG
CAPITAL CORPORATION, a Delaware corporation (as assignee of MCG Finance
Corporation, and including any successor, assignee, transferee, pledgee or
participant thereof, "Administrative Agent").
FOR VALUE RECEIVED, each undersigned Borrower (jointly and severally)
hereby unconditionally promises to pay to the order of MCG CAPITAL CORPORATION,
a Delaware corporation (including any successor, assignee, transferee, pledgee
or participant thereof, in its capacity as the Lender under this Note, "Payee
Lender") on or before the Term Loan Maturity Date, the principal sum of FOURTEEN
MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS ($14,250,000) (as such amount may be
increased from time to time in Lenders' sole and absolute discretion in
accordance with the terms of the Credit Agreement), or such other amount as may
have been advanced to or on behalf of Borrowers and is at the time outstanding
hereunder or under the Term Loan Facility of the Credit Agreement, TOGETHER WITH
all accrued but unpaid interest thereon computed daily until paid at the varying
rates per annum set forth in the Credit Agreement and all unpaid expenses, fees
and other advances connected herewith.
The outstanding principal amount hereunder and under the Term Loan Facility
will bear interest (computed daily until paid, whether prior to or after the
Term Loan Maturity Date) that will be accrued, calculated imposed, due and
payable in accordance with the terms of the Credit Agreement.
Repayments of principal, TOGETHER WITH all accrued but unpaid interest on
the outstanding balance under the Term Loan Facility, are due and payable in
accordance with the terms of the Credit Agreement. On the Term Loan Maturity
Date, Borrowers will pay Administrative Agent (for the ratable benefit of Xxxxx
Xxxxxx and the other Lenders and without necessity of notice or demand) the
entire outstanding balance hereunder and under the Term Loan Facility, TOGETHER
WITH all accrued but unpaid interest hereunder and all fees, expenses and other
advances connected herewith.
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All payments (including prepayments) of principal, interest, fees and any
other amounts due hereunder must be received by Administrative Agent in
immediately available funds on or before Two O'clock (2:00) p.m. Eastern Time
("ET") on the due date therefor at the principal office of Administrative Agent
at 0000 Xxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxx 00000 or at such other
place as Administrative Agent or any other holder of this Term Loan Note may at
any time or from time to time designate in writing.
Whenever any payment to be made hereunder is due on a day that is not a
Business Day, such payment may be made on the next succeeding Business Day, and
such extension of time will be included in the computation of interest due
hereunder. Any funds received by Administrative Agent after 2:00 p.m. ET on any
day will be deemed to be received on the next succeeding Business Day.
A default or breach of any term, condition or covenant under this Note will
constitute a Default under the Credit Agreement, AND an Event of Default under
the Credit Agreement or any other Loan Document will constitute an immediate
Event of Default under this Note. In addition, it shall also constitute an Event
of Default hereunder if any Borrower fails to pay when due any payment of
principal or interest or any other sum payable to Administrative Agent or any
Lender under the Term Loan Facility AND such failure continues for five (5)
Business Days after the due date therefor. Upon the occurrence of any Event of
Default hereunder and at any time thereafter (at the election of Administrative
Agent, but with notice to a Borrower), Administrative Agent may declare all or
any portion of the indebtedness of any or all Borrowers to Xxxxx Xxxxxx
(hereunder or otherwise, but including the unpaid balance of principal, interest
and fees hereunder) to be immediately due and payable. NOTWITHSTANDING THE
FOREGOING, if the relevant Event of Default relates to the insolvency or
bankruptcy of any Borrower, THEN such acceleration will occur automatically with
respect to the entire indebtedness and without notice. Upon any such
declaration, Administrative Agent and Xxxxxxx will have the immediate right to
enforce and realize upon any guaranty and/or collateral security for the
indebtedness hereunder in any manner or order that Required Lenders or
Administrative Agent (at the direction of Required Lenders) deems expedient
without regard to any equitable principles of marshalling or otherwise. In
addition to any rights granted hereunder or in any documents delivered in
connection herewith, Administrative Agent and Xxxxxxx will also have all other
rights and remedies permissible under any applicable law (including the rights
of a secured party under the Uniform Commercial Code), and all such rights and
remedies will be cumulative in nature.
Upon the occurrence and during the existence of any Default or Event of
Default hereunder or under the Credit Agreement, each Borrower (jointly and
severally) hereby agrees (to the maximum extent not prohibited by applicable
law) to pay to Administrative Agent (for the ratable benefit of Xxxxx Xxxxxx and
the other Lenders) (upon Administrative Agent's request) a default rate of
interest as provided for in the Credit Agreement. In addition, if Administrative
Agent does not receive any payments (of principal, interest, fees or other
charges) in immediately available funds on or before the seventh (7th) calendar
day after the due date therefor, THEN each Borrower (jointly and severally)
hereby agrees (to the maximum extent not prohibited by applicable law) to pay to
Administrative Agent (for the ratable benefit of Xxxxx Xxxxxx and the other
Lenders) (upon Administrative Agent's request) a late payment charge as provided
for in the Credit Agreement.
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If, after the occurrence of any Default under any Loan Document, counsel is
retained to advise Administrative Agent or any Lender in connection therewith,
to collect, compromise or settle the indebtedness evidenced hereby or to
otherwise protect the security hereof, each Borrower (jointly and severally)
agrees to pay (to the maximum extent not prohibited by applicable law)
reasonable fees and all other costs and expenses of such counsel incurred by
Administrative Agent or such Lender.
Each Borrower hereby waives diligence, presentment, protest, demand for
payment, notice of protest and non-payment, notice of dishonor, and any and all
other notices or demands in connection with the delivery, acceptance,
performance, default, acceleration or enforcement of this Term Loan Note. Each
Borrower, in addition, hereby consents (without the necessity of prior notice)
to any extensions of time, renewals, releases of any party hereto or guarantor
hereof, waivers and/or modifications in connection herewith that may be granted
or consented to by Administrative Agent from time to time. Each Borrower also
waives any defenses and rights of discharge to its obligations hereunder that it
may have or may hereafter acquire based on suretyship or impairment of
collateral (including lack of attachment or perfection with respect thereto).
No delay on the part of Administrative Agent or any Lender in exercising
any power or right hereunder will operate as a waiver thereof nor will any
single or partial exercise of any power or right hereunder preclude other or
further exercises thereof or the exercise of any other power or right. This Term
Loan Note is binding on each Borrower and each Borrower's successors and assigns
and is enforceable by Administrative Agent, Xxxxx Xxxxxx and their successors,
assigns, transferees and participants. If any term or provision of this Term
Loan Note is held invalid, illegal or unenforceable, the validity of all other
terms and provisions hereof will in no way be affected thereby.
Nothing contained in this Term Loan Note will require any Borrower to pay
interest at a rate or any fee or expense in an amount prohibited by applicable
law. If interest or any fee or expense payable to Administrative Agent on any
date would be in a prohibited amount, such interest, fee or expense will be
automatically reduced to an amount that is not prohibited, and interest or such
fee or expense for subsequent periods, to the extent not prohibited, will be
increased by the amount of such reduction until payment of the full amount of
each such reduction. Any prohibited amount previously paid will be credited
towards reduction of the outstanding principal balance.
LIABILITY WAIVER. EACH BORROWER (a) AGREES THAT NEITHER ADMINISTRATIVE
AGENT NOR ANY LENDER (NOR ANY DIRECTOR, OFFICER, EMPLOYEE OR AGENT OF
ADMINISTRATIVE AGENT OR ANY LENDER) SHALL HAVE ANY LIABILITY TO ANY BORROWER
(WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) FOR LOSSES OR COSTS SUFFERED
OR INCURRED BY ANY BORROWER IN CONNECTION WITH OR IN ANY WAY RELATED TO THE
TRANSACTIONS CONTEMPLATED OR THE RELATIONSHIP ESTABLISHED BY THIS NOTE OR ANY
OTHER LOAN DOCUMENT, OR ANY ACT, OMISSION OR EVENT OCCURRING IN CONNECTION
THEREWITH, EXCEPT FOR FORESEEABLE ACTUAL LOSSES RESULTING DIRECTLY AND
EXCLUSIVELY FROM ADMINISTRATIVE AGENT'S OR SUCH XXXXXX'S OWN GROSS NEGLIGENCE,
WILLFUL MISCONDUCT OR FRAUD AND (b) WAIVES, RELEASES AND AGREES NOT TO SUE UPON
ANY CLAIM AGAINST ADMINISTRATIVE AGENT OR ANY LENDER (OR THEIR DIRECTORS,
OFFICERS, EMPLOYEES OR AGENTS) WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE,
EXCEPT FOR CLAIMS FOR FORESEEABLE ACTUAL LOSSES RESULTING DIRECTLY AND
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EXCLUSIVELY FROM ADMINISTRATIVE AGENT'S OR SUCH XXXXXX'S OWN GROSS NEGLIGENCE,
WILLFUL MISCONDUCT OR FRAUD. MOREOVER, WHETHER OR NOT SUCH DAMAGES ARE RELATED
TO A CLAIM THAT IS SUBJECT TO THE WAIVER EFFECTED ABOVE AND WHETHER OR NOT SUCH
WAIVER IS EFFECTIVE, NEITHER ADMINISTRATIVE AGENT NOR ANY LENDER (NOR ANY
DIRECTOR, OFFICER, EMPLOYEE OR AGENT OF ADMINISTRATIVE AGENT OR ANY LENDER)
SHALL HAVE ANY LIABILITY WITH RESPECT TO (AND EACH BORROWER HEREBY WAIVES,
RELEASES AND AGREES NOT TO SUE UPON ANY CLAIM FOR) ANY SPECIAL, INDIRECT,
CONSEQUENTIAL, PUNITIVE OR NON-FORESEEABLE DAMAGES SUFFERED BY ANY BORROWER IN
CONNECTION WITH OR IN ANY WAY RELATED TO THE TRANSACTIONS CONTEMPLATED OR THE
RELATIONSHIP ESTABLISHED BY ANY LOAN DOCUMENT, OR ANY ACT, OMISSION OR EVENT
OCCURRING IN CONNECTION HEREWITH OR THEREWITH.
JURISDICTIONAL AND RELATED CONSENTS. ANY LITIGATION IN CONNECTION WITH OR
IN ANY WAY RELATED TO THIS NOTE, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
STATEMENTS (WHETHER VERBAL OR WRITTEN), ACTIONS OR INACTIONS OF ADMINISTRATIVE
AGENT, ANY LENDER OR ANY BORROWER WILL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN
THE COURTS OF THE COMMONWEALTH OF VIRGINIA OR IN THE UNITED STATES DISTRICT
COURT FOR THE EASTERN DISTRICT OF VIRGINIA; PROVIDED, HOWEVER, THAT ANY SUIT
SEEKING ENFORCEMENT HEREOF AGAINST ANY BORROWER, ANY COLLATERAL OR ANY OTHER
PROPERTY MAY ALSO BE BROUGHT (AT ADMINISTRATIVE AGENT'S OR SUCH LENDER'S OPTION)
IN THE COURTS OF ANY OTHER JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY
MAY BE FOUND OR WHERE ADMINISTRATIVE AGENT OR SUCH LENDER MAY OTHERWISE OBTAIN
PERSONAL JURISDICTION OVER SUCH BORROWER. EACH BORROWER HEREBY EXPRESSLY AND
IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE COMMONWEALTH OF
VIRGINIA AND OF THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF
VIRGINIA FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE AND
IRREVOCABLY AGREES TO BE BOUND BY ANY FINAL AND NON-APPEALABLE JUDGMENT RENDERED
THEREBY IN CONNECTION WITH SUCH LITIGATION. EACH BORROWER FURTHER IRREVOCABLY
CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED OR CERTIFIED MAIL, POSTAGE
PREPAID, OR BY PERSONAL SERVICE WITHIN OR OUTSIDE THE COMMONWEALTH OF VIRGINIA.
EACH BORROWER HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE
LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO
ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM. TO THE EXTENT THAT ANY BORROWER HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY
FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH
SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION
OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, THEN SUCH BORROWER HEREBY
IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS NOTE.
JURY TRIAL WAIVER. ADMINISTRATIVE AGENT, EACH LENDER AND EACH BORROWER EACH
HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO
A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (WHETHER AS CLAIM, COUNTER-CLAIM,
AFFIRMATIVE DEFENSE OR OTHERWISE) IN CONNECTION WITH OR IN ANY WAY RELATED TO
THIS NOTE OR ANY OF THE LOAN DOCUMENTS OR ANY COURSE OF CONDUCT, COURSE OF
DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), ACTIONS OR INACTIONS OF
ADMINISTRATIVE AGENT, ANY LENDER OR ANY BORROWER. EACH BORROWER ACKNOWLEDGES AND
AGREES (a) THAT IT HAS RECEIVED FULL AND SUFFICIENT CONSIDERATION FOR THIS
PROVISION (AND EACH OTHER PROVISION OF EACH OTHER LOAN DOCUMENT TO WHICH IT IS A
PARTY), AND (b) THAT IT HAS BEEN ADVISED BY LEGAL COUNSEL IN CONNECTION
HEREWITH, AND (c) THAT
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THIS PROVISION IS A MATERIAL INDUCEMENT FOR ADMINISTRATIVE AGENT AND EACH LENDER
ENTERING INTO THE LOAN DOCUMENTS AND FUNDING THE ADVANCE THEREUNDER.
Xxxxx Xxxxxx, and its successors or assigns, at any time and from time to
time, may assign, participate and syndicate all or any part of its rights under
this Term Loan Note pursuant to the terms of Section 10.2 of the Credit
Agreement.
This Term Loan Note is a "Term Loan Note" referred to in, and arises out
of, the Credit Agreement. The Credit Agreement contains, among other things,
provisions for acceleration of the maturity hereof upon the occurrence of
certain stated events and also for prepayments of the principal hereunder prior
to the maturity hereof upon the terms and conditions specified therein. Payment
of this Note is secured by various forms of property pledged and encumbered to
Administrative Agent as Collateral pursuant to the Loan Documents.
This Term Loan Note amends, restates and consolidates in its entirety the
existing Term Loan Notes by Borrowers in favor of Xxxxxx (the "Original Note").
This Term Loan Note renews and continues the Original Note without any novation,
discharge or satisfaction of the underlying indebtedness (EXCEPT as express set
forth in Amendment Number Two) or any collateral security therefor, all of which
indebtedness and collateral security remain outstanding under the Credit
Agreement and the Term Loan Notes. Notwithstanding anything herein to the
contrary, interest and other obligations under the Original Note accrued and
payable prior to the date of amendment and restatement hereof but remaining
unpaid shall not be discharged and shall be due and payable in accordance with
the terms of the Original Note, AND interest and other obligations under the
Original Note accrued and payable on or after the date of amendment and
restatement hereof shall be due and payable in accordance with the terms of this
Term Loan Note.
In the event of any irreconcilable conflict between the terms and
conditions of this Term Loan Note and the terms and conditions of the Credit
Agreement or other Loan Documents, the terms and conditions of this Term Loan
Note shall govern.
This Term Loan Note is governed by and is to be construed in accordance
with the laws of the Commonwealth of Virginia, without reference to the
conflicts of law provisions thereof.
[BALANCE OF PAGE INTENTIONALLY BLANK]
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IN WITNESS WHEREOF, each Borrower has caused this Amended, Restated and
Consolidated Term Loan Note to be executed in its name and on its behalf, as an
instrument under seal (whether or not any such seals are physically attached
hereto), on the day and year first written above.
ATTEST: XXXXXXXXXXXXX.XXX, INC.
By: /s/ Xxxxxx X. Xxxxxxxx By: /s/ Xxxx X. Xxxxx
----------------------------------- --------------------------------
Name: Xxxxxx X. Xxxxxxxx Name: Xxxx X. Xxxxx
Title: Vice President Title: President and Treasurer
[SEAL]
ATTEST: GLOBAL 2000 COMMUNICATIONS, INC.
By: /s/ Xxxxxx X. Xxxxxxxx By: /s/ Xxxx X. Xxxxx
----------------------------------- --------------------------------
Name: Xxxxxx X. Xxxxxxxx Name: Xxxx X. Xxxxx
Title: Vice President Title: President and Treasurer
[SEAL]
ATTEST: ALBANYNET, INC.
By: /s/ Xxxxxx X. Xxxxxxxx By: /s/ Xxxx X. Xxxxx
----------------------------------- --------------------------------
Name: Xxxxxx X. Xxxxxxxx Name: Xxxx X. Xxxxx
Title: Vice President Title: President and Treasurer
[SEAL]
ATTEST: WEBWAY INTERNET, INC.
By: /s/ Xxxxxx X. Xxxxxxxx By: /s/ Xxxx X. Xxxxx
----------------------------------- --------------------------------
Name: Xxxxxx X. Xxxxxxxx Name: Xxxx X. Xxxxx
Title: Vice President Title: President and Treasurer
[SEAL]
[SIGNATURES CONTINUED ON NEXT PAGE]
IN WITNESS WHEREOF, each Borrower has caused this Amended, Restated and
Consolidated Term Loan Note to be executed in its name and on its behalf, as an
instrument under seal (whether or not any such seals are physically attached
hereto), on the day and year first written above.
ATTEST: ASCENT NETWORKING, INC.
By: /s/ Xxxxxx X. Xxxxxxxx By: /s/ Xxxx X. Xxxxx
----------------------------------- --------------------------------
Name: Xxxxxx X. Xxxxxxxx Name: Xxxx X. Xxxxx
Title: Vice President Title: President and Treasurer
[SEAL]
ATTEST: CYBERZONE, INC.
By: /s/ Xxxxxx X. Xxxxxxxx By: /s/ Xxxx X. Xxxxx
----------------------------------- --------------------------------
Name: Xxxxxx X. Xxxxxxxx Name: Xxxx X. Xxxxx
Title: Vice President Title: President and Treasurer
[SEAL]
ATTEST: CARAVELA SOFTWARE, INC.
By: /s/ Xxxxxx X. Xxxxxxxx By: /s/ Xxxx X. Xxxxx
----------------------------------- --------------------------------
Name: Xxxxxx X. Xxxxxxxx Name: Xxxx X. Xxxxx
Title: Vice President Title: President and Treasurer
[SEAL]
ATTEST: NECANET, INC.
By: /s/ Xxxxxx X. Xxxxxxxx By: /s/ Xxxx X. Xxxxx
----------------------------------- -------------------------------
Name: Xxxxxx X. Xxxxxxxx Name: Xxxx X. Xxxxx
Title: Vice President Title: President and Treasurer
[SEAL]
[SIGNATURES CONTINUED ON NEXT PAGE]
IN WITNESS WHEREOF, each Borrower has caused this Amended, Restated and
Consolidated Term Loan Note to be executed in its name and on its behalf, as an
instrument under seal (whether or not any such seals are physically attached
hereto), on the day and year first written above.
ATTEST: PRIME COMMUNICATION SYSTEMS,
INCORPORATED
By: /s/ Xxxxxx X. Xxxxxxxx By: /s/ Xxxx X. Xxxxx
----------------------------------- --------------------------------
Name: Xxxxxx X. Xxxxxxxx Name: Xxxx X. Xxxxx
Title: Vice President Title: President and Treasurer
[SEAL]
ATTEST: INFOBOARD, INC.
By: /s/ Xxxxxx X. Xxxxxxxx By: /s/ Xxxx X. Xxxxx
----------------------------------- -----------------------------------
Name: Xxxxxx X. Xxxxxxxx Name: Xxxx X. Xxxxx
Title: Vice President Title: President and Treasurer
[SEAL]
ATTEST: BORG INTERNET SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxxxxx By: /s/ Xxxx X. Xxxxx
----------------------------------- --------------------------------
Name: Xxxxxx X. Xxxxxxxx Name: Xxxx X. Xxxxx
Title: Vice President Title: President and Treasurer
[SEAL]
ATTEST: ULSTERNET, INC.
By: /s/ Xxxxxx X. Xxxxxxxx By: /s/ Xxxx X. Xxxxx
----------------------------------- --------------------------------
Name: Xxxxxx X. Xxxxxxxx Name: Xxxx X. Xxxxx
Title: Vice President Title: President and Treasurer
[SEAL]
[SIGNATURES CONTINUED ON NEXT PAGE]
IN WITNESS WHEREOF, each Borrower has caused this Amended, Restated and
Consolidated Term Loan Note to be executed in its name and on its behalf, as an
instrument under seal (whether or not any such seals are physically attached
hereto), on the day and year first written above.
ATTEST: TELESUPPORT, INC.
By: /s/ Xxxxxx X. Xxxxxxxx By: /s/ Xxxx X. Xxxxx
----------------------------------- --------------------------------
Name: Xxxxxx X. Xxxxxxxx Name: Xxxx X. Xxxxx
Title: Vice President Title: President and Treasurer
[SEAL]
ATTEST: TELECON COMMUNICATIONS CORP.
By: /s/ Xxxxxx X. Xxxxxxxx By: /s/ Xxxx X. Xxxxx
----------------------------------- --------------------------------
Name: Xxxxxx X. Xxxxxxxx Name: Xxxx X. Xxxxx
Title: Vice President Title: President and Treasurer
[SEAL]
ATTEST: BOL ACQUISITION CO. VIII, INC.
By: /s/ Xxxxxx X. Xxxxxxxx By: /s/ Xxxx X. Xxxxx
----------------------------------- --------------------------------
Name: Xxxxxx X. Xxxxxxxx Name: Xxxx X. Xxxxx
Title: Vice President Title: President and Treasurer
[SEAL]
ATTEST: XCALIBUR INTERNET, INC.
By: /s/ Xxxxxx X. Xxxxxxxx By: /s/ Xxxx X. Xxxxx
----------------------------------- --------------------------------
Name: Xxxxxx X. Xxxxxxxx Name: Xxxx X. Xxxxx
Title: Vice President Title: President and Treasurer
[SEAL]
