REIMBURSEMENT AGREEMENT
This REIMBURSEMENT AGREEMENT (this "Reimbursement Agreement") is made
effective as of August ___, 2003, by and among The Titan Corporation, a Delaware
corporation ("Titan") and iDial Networks, Inc., a Nevada corporation
("Acquiror").
RECITALS
A. On the date hereof, pursuant to a Stock Purchase Agreement dated as
of May 20, 2003 by and among Titan, GlobalNet, Inc. (the "Company") and
Acquiror, as assignee of GlobalNet Systems, Inc. (the "Purchase Agreement"),
Acquiror is acquiring all of the issued and outstanding common stock, no par
value per share, of the Company;
B. Pursuant to that certain Guaranty dated as of March 21, 2002 (the
"GECC Guaaranty") made by Titan for the benefit of General Electric Capital
Corporation ("GECC"), Titan has guaranteed the obligations of GlobalNet
International LLC under that ceratin Master Lease Agreement Xx. 0000000 dated
June 6, 2000 between GECC and GlobalNet International LLC (the "GECC Master
Lease");
C. Pursuant to Section 1.2 of the Stock Purchase Agreement, Acquiror
agreed to release Titan from Titan's outstanding obligations under the GECC
Guaranty;
D. Pursuant to that certain letter agreement dated as of the date
hereof among Titan, Acquiror and the Company, Titan has agreed to waive
Pledgor's delivery of Titan's release from the GECC Guaranty pursuant to Section
8.4(b) of the Stock Purchase Agreement, in consideration for Pledgor agreeing to
enter into this Reimbursement Agreement on the terms and conditions set forth
herein.
AGREEMENT
NOW, THEREFORE, in consideration of the premises, the agreements and
covenants herein contained and other valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Reimbursement.
(a) Reimbursement. Acquiror unconditionally promises and agrees that, if at any
time Titan pays any amounts under or in respect of the GECC Guaranty or
otherwise incurs any expenses in connection with GECC Guaranty (including
without limitation payment of any fees, costs and expenses incurred by Titan in
connection with any performance, or demand for performance under the GECC
Guaranty) (collectively, the "Reimbursement Obligations"), Acquiror shall pay to
Titan an amount equal to all amounts so paid and all other costs or expenses so
incurred no later than two (2) business days after receipt from Titan of written
notice thereof. Any Reimbursement Obligations not paid when due hereunder shall
bear interest from the date of payment by Titan until paid in full at a rate
equal to eight percent (8%). All payments of Reimbursement Obligations, together
with any interest thereon, shall be made without setoff, counterclaim or other
defense, and shall be made in lawful money of the United States of America, in
same day funds, at such place as Titan shall direct. All such payments shall be
credited first to interest due, if any, and then to the principal of the
Reimbursement Obligations.
(b)Performance by Acquiror. Without limiting the foregoing, if at any
time Titan becomes obligated to pay any amounts under, or any fees, costs or
expenses relating to, or otherwise to perform any obligations under the GECC
Guaranty, then, promptly upon written notice thereof from Titan, Acquiror shall
make any payments required to be made and perform any other obligation otherwise
required to be performed by Titan.
(c) Obligations Absolute. The obligations of Acquiror to reimburse Titan
pursuant to Section 1(a) above shall, subject to Titan giving the notice
required by Section 1(a) above (and not receiving a timely notice from Acquiror
pursuant to Section 1(a) above) be absolute and unconditional, under any and all
circumstances, and shall not be diminished, discharged or affected by any
circumstance, act or omission whatsoever. Acquiror's liability shall not be
impaired or released by (i) the failure of Titan to assert any claim or demand
or to exercise or enforce any right, power or remedy against Acquiror or any of
its affiliates, any other person or otherwise; (ii) any extension or renewal for
any period (whether or not longer than the original period) of the GECC Guaranty
or the release or compromise of any obligation of any person with respect
thereto; (iii) the surrender, release or exchange of all or any part of any
property securing payment, performance and/or observance of any of the
Reimbursement Obligations or the compromise or extension or renewal for any
period (whether or not longer than the original period) of any obligations of
any person with respect to any such property; or (iv) any other act, matter or
thing that would or might, in the absence of this provision, operate to release,
discharge or otherwise prejudicially affect the obligations of Acquiror.
Covenants and Acknowledgements of Acquiror.
(a) Company and Acquiror shall promptly deliver to Titan copies of any material
notices received in respect of the GECC Master Lease, and Company or Acquiror
shall promptly notify Titan of any default or alleged default in payment of any
amount due under the GECC Master Lease that could reasonably be expected to lead
to a demand for payment by Titan under the GECC Guaranty.
The Reimbursement Obligations (and any interest thereon) shall at
all times be senior obligations of Acquiror and shall rank no less than pari
passu with any other indebtedness of Acquiror. Any rights of Acquiror against
the Company or any of its subsidiaries, by subrogation or otherwise, by reason
of any payment or performance by Acquiror of the Reimbursement Obligations,
shall be subordinate to the payment in full of the Reimbursement Obligations
(together with any interest due thereon).
3. Covenants of Titan.
(a) Titan shall give notice to Acquiror promptly upon receipt of any
demand on Titan for payment or performance under the GECC Guaranty; provided
that, no failure to give any such notice shall alter or affect the obligations
of Acquiror hereunder.
(b) Titan shall promptly deliver to Acquiror and Company copies of any
material notices received in respect of the GECC Master Lease, and Titan shall
promptly notify Company or Acquiror of any default or alleged default in payment
of any amount due under the GECC Master Lease that could reasonably be expected
to lead to a demand for payment by Titan under the GECC Guaranty.
4. Further Assurances.
Each party hereto shall promptly execute, acknowledge and deliver, and
shall cause its affiliates to execute, acknowledge and deliver, to the other
parties hereto any assurances, documents, instruments or conveyances reasonably
requested by any party hereto, or necessary for the parties hereto to effectuate
the transactions contemplated hereby.
5. Governing Law. THIS REIMBURSEMENT AGREEMENT SHALL BE GOVERNED BY,
ENFORCED UNDER AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF
VIRGINIA, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAW PROVISION OR RULE
THEREOF.
6. Time of the Essence. With regard to each time period or date
referred to in this Reimbursement Agreement, time is of the essence.
7. Miscellaneous.
(a) This Reimbursement Agreement may be modified or amended only by
agreement in writing of Titan and Acquiror.
(b) Nothing herein, express or implied, is intended to confer upon or
give any person other than the parties hereto any rights or remedies of any
nature under or by reason of this Reimbursement Agreement.
(c) If any provision of this Reimbursement Agreement is determined to be
invalid, illegal or unenforceable, the remaining provisions of this
Reimbursement Agreement to the extent permitted by law shall remain in full
force and effect.
(d) Neither this Agreement nor any of the rights, interests or
obligations under this Agreement shall be assigned or delegated, in whole or in
part, by operation of law or otherwise by any of the parties without the prior
written consent of the other parties. Subject to the preceding sentence, this
Reimbursement Agreement shall be binding upon and inure to the benefit of the
parties and their respective successors and assigns.
(e) This Reimbursement Agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument.
[The remainder of this page intentionally left blank.]
IN WITNESS WHEREOF, the parties have caused this Reimbursement
Agreement to be executed as of the date first set forth above.
THE TITAN CORPORATION
By: ______________________________
Name: ______________________________
Title: ______________________________
IDIAL NETWORKS, INC.
By: ________________________________
Name: ________________________________
Title: ________________________________
