SECOND NOTE MODIFICATION AGREEMENT
THIS SECOND NOTE MODIFICATION AGREEMENT, is made and entered into this
29th day of June, 2001, by and between CUNA NETWORK SERVICES, LLC (FORMERLY
SUNSTAR IP COMMUNICATIONS, LLC), a Delaware limited liability company (the
"Maker") and AQUIS IP COMMUNICATIONS, INC., a Delaware corporation (the
"Holder").
Background
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Pursuant to the terms of an Asset Purchase Agreement, dated as of July
13, 2000, by and among Holder, Maker and others, Maker executed and delivered to
Holder a Promissory Note in the principal amount of $1,329,018.00, dated August
31, 2000, a copy of which is attached hereto as Exhibit A (the "Note"). In
addition, the parties entered into a Note Modification Agreement, dated December
29,2000, a copy of which is attached hereto as Exhibit B (the "Note Modification
Agreement"). Pursuant to the provisions of the Note Modification Agreement, all
principal and accrued and unpaid interest under the Note is due and payable in
full on March 30, 2001. It is the desire of the Maker to extend the date for
payment of all amounts due under the
Note from March 30, 2001 to December 31,
2001, and the Holder is agreeable to such extension on the terms and conditions
herein set forth.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Maker and the Holder make and
enter into this Note Modification Agreement, and agree as follows:
1. Amount of Indebtedness as of June 29, 2001. The total amount
of the indebtedness of the Maker to the Holder under the Note
as of June 29, 2001 is Nine Hundred Fifty Five Thousand One
Hundred Sixty Five dollars ($ 955,165) (the "Present
Indebtedness"). A calculation of the amount of the Present
Indebtedness is set forth on Exhibit C, attached hereto.
2. Extension of Payment Date. The date for payment of all amounts
due under the Note (including, without limitation, the Present
Indebtedness and all interest and the Additional Amount which
accrue during the Extended Period) shall be, and is hereby,
extended from March 30, 2001 to December 31, 2001 (the
"Extended Period").
3. Interest and Additional Payments. During the Extended Period,
the unpaid amount of the Note shall bear interest at 12% per
annum. This interest shall be paid currently on the last day
of each month that the unpaid principal is outstanding. In the
event of a default in this Second Note Modification Agreement,
interest on the outstanding balance of the Note shall be
increased to 15%.
4. Discount Payment. Upon the payment of $50,000 at the execution
of this Second Note Modification Agreement, the parties agree
that this Note will be satisfied in full upon by making
additional cumulative payments in the following amounts by the
indicated times.
By Sept 30, 2001 $625,000
By Oct 31, 2001 $700,000
By Nov 30, 2001 $775,000
By Dec 15, 2001 $850,000
5. Application of Payments. All payments received from the Maker
will be applied first to accrued interest, then to Additional
Amounts and lastly to principal.
6. Full Force and Effect. Except as otherwise herein specifically
provided, the Note and the Security Agreement made and entered
into between the Maker and the Holder, dated as of August 31,
2000 (the "Security Agreement"), and each of the terms and
provisions thereof, shall remain enforceable and in full force
and effect. In addition, the Security Agreement shall apply to
and secure all interest and Additional Amounts which accrue
during the Extended Period, as well as the Present
Indebtedness.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the day
and year first above written.
AQUIS IP COMMUNICATIONS, INC.
By: /s/ D. Xxxxx Xxxxxxxx
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CUNA NETWORK SERVICES, LLC
By: /s/ Xxxx Xxxxx
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