AMENDED AND RESTATED GUARANTY AGREEMENT
EXHIBIT
10.40
AMENDED
AND RESTATED GUARANTY AGREEMENT
THIS
AMENDED AND RESTATED GUARANTY AGREEMENT,
dated
as of May 13, 2005,
made by
each of the direct and indirect Subsidiaries of MOBILEPRO
CORP.,
a
Delaware corporation (the “Company”),
of
the foregoing Persons who have executed this Guaranty on the signature page
below (each, a “Guarantor”
and
collectively, the “Guarantors”),
in
favor of CORNELL
CAPITAL PARTNERS, L.P.,
a
Delaware limited partnership (“Cornell”l).
W I T N E S S E T H:
WHEREAS,
the
Guarantors, as guarantors, and Airlie Master Opportunity Fund, Ltd.
(“Airlie”)
entered into a that certain Credit Agreement, dated as of November 15, 2004
(the
"Credit
Agreement"),
providing for the making of the loan as contemplated therein; and
WHEREAS,
Mobilepro desires to pay in full all outstanding obligations relating to
the
Credit Agreement; and
WHEREAS,
as
partial consideration for making certain loans to Mobilepro, a portion of
the
proceeds of which will be used for the repayment of the obligation under
the
Credit Agreement, Airlie shall assign to Cornell all of its right, title
and
interest in and to the Security Document (as defined in the Credit Agreement);
and
WHEREAS,
certain
of the Security Documents will be amended and restated as of even date herewith
in connection with Cornell extending certain financial accommodations to
the
Company; and
WHEREAS,
on even
date herewith Cornell will purchase a 7.75% Secured Convertible Debenture
(the
“Debenture”)
from
the Company, of which a part of the proceeds will be used to pay all outstanding
obligations to Airlie under the Credit Agreement; and
WHEREAS,
it is a
condition precedent to Cornell purchasing the Debenture that each Guarantor
shall have guaranteed the obligations owed by the Company to Cornell;
and
WHEREAS,
each
Guarantor desires to execute this Agreement to satisfy the conditions described
in the preceding paragraph.
NOW,
THEREFORE,
in
consideration of the premises and the agreements herein and in order to induce
Cornell to enter into the Debenture and to make and maintain the Loan pursuant
thereto, each Guarantor hereby agrees with Cornell as follows:
Section
1. Definitions.
Reference is hereby made to the Debenture for a statement of the terms thereof.
All terms used in this Guaranty which are defined in the Debenture and not
otherwise defined herein shall have the same meanings herein as set forth
therein.
Section
2. Guaranty.
Each
Guarantor does hereby jointly and severally (a)
irrevocably, absolutely and unconditionally guaranty the prompt payment by
the
Company, as and when due and payable (whether by scheduled maturity, required
prepayment, acceleration, demand or otherwise), of all
of
the
obligations (collectively, the “Obligations”)
from
time to time owing by the Company to Cornell under the Debenture and
all
other Transaction Documents (as defined in the Debenture), whether for
principal, interest (including, without limitation, all interest that accrues
after the commencement of any insolvency proceeding with respect to the Company,
whether or not a claim for post-filing interest is allowed in such proceeding),
fees, commissions, expense reimbursements, indemnifications or otherwise,
and
whether accruing before or subsequent to the commencement of any insolvency
proceeding with respect to the Company (notwithstanding the operation of
the
automatic stay under Section 362(a) of the U.S. Bankruptcy Code), and the
due
performance and observance by the Company of its other Obligations now or
hereafter existing in respect of the Debenture
or the
other Transaction Documents (the “Guaranteed
Obligations”),
and
(ii) agrees to pay any and all expenses (including counsel fees and expenses)
incurred by Cornell in enforcing any rights under this Guaranty. Without
limiting the generality of the foregoing, each Guarantor's liability shall
extend to all amounts that constitute part of the Guaranteed Obligations
and
would be owed by the Company to Cornell under the Debenture
and the
other Transaction Documents (the “Credit
Documents”)
but for
the fact that they are unenforceable or not allowable due to the existence
of a
bankruptcy, reorganization or similar proceeding involving the Company or
any
Guarantor.
Section
3. Guaranty
Absolute; Continuing Guaranty; Assignments.
(a) Each
Guarantor hereby jointly and severally guarantees that the Guaranteed
Obligations will be paid strictly in accordance with the terms of the Credit
Documents, regardless of any law, regulation or order now or hereafter in effect
in any jurisdiction affecting any of such terms or the rights of Cornell with
respect thereto. Each Guarantor agrees that its guarantee constitutes a guaranty
of payment when due and not of collection and waives any right to require that
any resort be made by Cornell to any collateral. The Obligation of each
Guarantor under this Guaranty are independent of the Obligation under the
Debenture and the other Credit Documents, and a separate action or actions
may
be brought and prosecuted against each Guarantor to enforce this Guaranty,
irrespective of whether any action is brought against the Company or any
Guarantor or whether the Company or any Guarantor is joined in any such action
or actions. The liability of each Guarantor under this Guaranty shall be
irrevocable, absolute and unconditional irrespective of, and each Guarantor
hereby irrevocably waives any defenses it may now or hereafter have in any
way
relating to, any or all of the following:
(i) any
lack
of validity or enforceability of any Credit Document or any agreement or
instrument relating thereto;
(ii) any
change in the time, manner or place of payment of, or in any other term in
respect of, all or any of the Guaranteed Obligation, or any other amendment
or
waiver of or any consent to departure from any Credit Document, including,
without limitation, any increase in the Guaranteed Obligations resulting from
the extension of additional credit to the Company or any Guarantor or
otherwise;
(iii) any
taking, exchange, release or non-perfection of any collateral, or any taking,
release or amendment or waiver of or consent to departure from any other
guaranty, for all or any of the Guaranteed Obligations;
(iv) the
existence of any claim, set-off, defense or other right that each Guarantor
may
have against any Person, including, without limitation, Cornell;
(v) any
change, restructuring or termination of the corporate, limited liability company
or partnership structure or existence of any Cornell; or
(vi) any
other
circumstance (including any statute of limitations) or any existence of or
reliance on any representation by Cornell that might otherwise constitute a
defense available to, or a discharge of, the Company or any other Guarantor
or
surety.
This
Guaranty shall continue to be effective or be reinstated, as the case may be,
if
at any time any payment of any of the Guaranteed Obligation is rescinded or
must
otherwise be returned by Cornell or any other Person upon the insolvency,
bankruptcy or reorganization of the Company or any Guarantor or otherwise,
all
as though such payment had not been made.
(b) This
Guaranty is a continuing guaranty and shall (i) remain in full force and effect
until the later of (x) the payment in full, whether in cash or securities,
as
the case may be, of the Guaranteed Obligation and all other amounts payable
under this Guaranty and (y) the Maturity Date, (ii) be binding upon each
Guarantor, its successors and assigns and (iii) inure to the benefit of and
be
enforceable by Cornell and its successors, pledgees, transferees and assigns.
Without limiting the generality of the foregoing clause (iii), Cornell may
pledge, assign or otherwise transfer all or any portion of its rights under
any
Credit Document to any other Person, and such other Person shall thereupon
become vested with all the benefits in respect thereof granted to such Cornell
herein or otherwise, in each case as provided in the Debenture.
-2-
Section
4. Waivers.
Each
Guarantor hereby waives, to the full extent permitted by applicable law, (i)
promptness and diligence; (ii) notice of acceptance and notice of the incurrence
of any Obligation by the Company or any Guarantor; (iii) notice of any actions
taken by Cornell under any Credit Document or any other agreement or instrument
related thereto; (iv) all other notices, demands and protests, and all other
formalities of every kind in connection with the enforcement of the Obligation
or of the Obligation of each Guarantor hereunder, the omission of or delay
in
which, but for the provisions of this Section 4, might constitute grounds for
relieving each Guarantor of its Obligation hereunder; (v) any right to compel
or
direct Cornell to seek payment or recovery of any amounts owed under this
Guaranty from any one particular fund or source; (vi) any requirement that
Cornell protect, secure, perfect or insure any security interest or security
interest or any property subject thereto or exhaust any right or take any action
against the Company, any other Guarantor or any other Person or any collateral;
and (vii) any other defense available to each Guarantor. Each Guarantor
acknowledges that it will receive direct and indirect benefits from the
financing arrangements contemplated herein and that the waiver set forth in
this
Section 4 is knowingly made in contemplation of such benefits. Each Guarantor
hereby waives any right to revoke this Guaranty, and acknowledges that this
Guaranty is continuing in nature and applies to all Guaranteed Obligations,
whether existing now or in the future.
Section
5. Subrogation.
(a) Until
the
final payment in cash and securities pursuant to the terms of the Debenture
and
performance in full of all of the Obligation, each Guarantor shall not exercise
any rights against the Company or any other Guarantor arising as a result of
payment by the Company or such Guarantor hereunder, by way of subrogation,
reimbursement, restitution, contribution or otherwise, and will not prove any
claim in competition with Cornell in respect of any payment hereunder in any
insolvency proceedings; each Guarantor will not claim any set-off, recoupment
or
counterclaim against the Company or any other Guarantor in respect of any
liability of each Guarantor to such Company or Guarantor; and each Guarantor
and
the Company waives any benefit of and any right to participate in any collateral
security which may be held by Cornell.
(b) The
payment of any amounts due with respect to any indebtedness of the Company
or
each Guarantor for money borrowed or credit received now or hereafter owed
to
each Guarantor is hereby subordinated to the prior payment in full of all of
the
Obligation. Each Guarantor agrees that, after the occurrence of any default
in
the payment or performance of any of the Obligation, each Guarantor will not
demand, xxx for or otherwise attempt to collect any such indebtedness of the
Company or other Guarantor to each Guarantor until all of the Obligation shall
have been paid in full. If, notwithstanding the foregoing sentence, each
Guarantor shall collect, enforce or receive any amounts in respect of such
indebtedness while any Obligation are still outstanding, such amounts shall
be
collected, enforced and received by each Guarantor as trustee for Cornell and
be
paid over to Cornell, on account of the Obligation without affecting in any
manner the liability of each Guarantor under the other provisions of this
Guaranty.
Section
6. Representations,
Warranties and Covenants.
Each
Guarantor hereby represents and warrants as follows:
(a) Each
Guarantor (i) is a corporation or other entity, duly organized, validly existing
and in good standing under the laws of the state or other applicable
jurisdiction of its organization as set forth on the first page hereof, (ii)
has
all requisite power and authority to conduct its business as now conducted
and
as presently contemplated and to execute and deliver this Guaranty and each
other Credit Document to which each Guarantor is a party, and to consummate
the
transactions contemplated hereby and thereby and (iii) is duly qualified to
do
business and is in good standing in each jurisdiction in which the character
of
the properties owned or leased by it or in which the transaction of its business
makes such qualification necessary and where the failure to be so qualified
could reasonably be expected to have a material adverse effect.
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(b) The
execution, delivery and performance by each Guarantor of this Guaranty and
each
other Credit Document to which each Guarantor is a party (i) have been duly
authorized by all necessary action, (ii) do not and will not contravene its
charter or by-laws, or any applicable law or regulation or any contractual
restriction binding on or otherwise affecting each Guarantor or its properties,
(iii) do not and will not result in or require the creation of any lien (other
than pursuant to any Credit Document) upon or with respect to any of its
properties, and (iv) do not and will not result in any default, noncompliance,
suspension, revocation, impairment, forfeiture or nonrenewal of any permit,
license, authorization or approval applicable to it or its operations or any
of
its properties.
(c) No
authorization or approval or other action by, and no notice to or filing with,
any governmental agency is required in connection with the due execution,
delivery and performance by each Guarantor of this Guaranty or any of the other
Credit Document to which each Guarantor is a party, except for the filing of
any
UCC financing statement or such other registrations, filings or recordings
as
may be necessary to perfect the lien purported to be created by any Credit
Document to which each Guarantor is a party.
(d) Each
of
this Guaranty and the other Credit Documents to which each Guarantor is or
will
be a party, when delivered, will be, a legal, valid and binding obligation
of
each Guarantor, enforceable against each Guarantor in accordance with its terms,
except as may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws.
(e) There
are
no pending or written notices threatening any action, suit or proceeding
affecting each Guarantor before any court or other governmental agency or any
arbitrator that (x) if adversely determined could reasonably be expected to
have
a material adverse effect or (y) relates to this Guaranty or any of the other
Credit Documents to which each Guarantor is a party or any transaction
contemplated hereby or thereby and (ii) as of the date hereof, each Guarantor
does not hold any commercial tort claims in respect of which a claim has been
filed in a court of law or a written notice by an attorney has been given to
a
potential defendant.
(f) Each
Guarantor (i) has read and understands the terms and conditions of the Debenture
and the other Credit Documents to which it is a party, and (ii) now has and
will
continue to have independent means of obtaining information concerning the
affairs, financial condition and business of the Company and other Guarantors,
and has no need of, or right to obtain from Cornell, any credit or other
information concerning the affairs, financial condition or business of the
Company and other Guarantors that may come under the control of
Cornell.
Section
7. Right
of Set-off.
Upon
the occurrence and during the continuance of any Event of Default, Cornell
may,
and is hereby authorized to, at any time and from time to time, without notice
to each Guarantor (any such notice being expressly waived by each Guarantor)
and
to the fullest extent permitted by law, set-off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held
and
other indebtedness at any time owing by Cornell to or for the credit or the
account of each Guarantor against any and all Obligations of each Guarantor
now
or hereafter existing under this Guaranty or any other Credit Document,
irrespective of whether or not Cornell shall have made any demand under this
Guaranty or any other Credit Document and although such Obligation may be
contingent or unmatured. Cornell agrees to notify each Guarantor promptly after
any such set-off and application made by Cornell, provided
that the
failure to give such notice shall not affect the validity of such set-off and
application. The rights of Cornell under this Section 7 are in addition to
other
rights and remedies (including, without limitation, other rights of set-off)
which Cornell may have under this Guaranty or any other Credit Document in
law
or otherwise.
Section
8. Notices,
Etc.
All
notices and other communications provided for hereunder shall be in writing
and
shall be mailed (by certified mail, postage prepaid and return receipt
requested), telecopied or delivered, if to each Guarantor, to it at the address
for the Company set forth in the Debenture, or if to Cornell, to it at its
address set forth in the Debenture; or as to either such Person at such other
address as shall be designated by such Person in a written notice to such other
Person complying as to delivery with the terms of this Section 8. All such
notices and other communications shall be effective (i) if mailed, when received
or three days after deposited in the mail, whichever occurs first, (ii) if
telecopied, when transmitted and confirmation is received, or (iii) if
delivered, upon delivery.
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Section
9. THIS
GUARANTY SHALL BE DEEMED TO BE MADE UNDER AND SHALL BE CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW JERSEY WITHOUT GIVING EFFECT TO THE PRINCIPALS
OF CONFLICT OF LAWS THEREOF. EACH OF THE PARTIES CONSENTS TO THE JURISDICTION
OF
THE U.S. DISTRICT COURT SITTING IN THE DISTRICT OF THE STATE OF NEW
JERSEY
OR THE STATE COURTS OF THE STATE OF NEW JERSEY SITTING IN XXXXXX COUNTY,
NEW
JERSEY IN CONNECTION WITH ANY DISPUTE ARISING UNDER THIS DEBENTURE AND HEREBY
WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY OBJECTION, INCLUDING
ANY
OBJECTION BASED ON FORUM NON CONVENIENS
TO THE
BRINGING OF ANY SUCH PROCEEDING IN SUCH JURISDICTIONS.
SECTION
10. WAIVER
OF JURY TRIAL, ETC.
THE
GUARANTOR HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING
OR COUNTERCLAIM CONCERNING ANY RIGHTS UNDER THIS GUARANTY OR THE OTHER CREDIT
DOCUMENT, OR UNDER ANY AMENDMENT, WAIVER, CONSENT, INSTRUMENT, DOCUMENT OR
OTHER
AGREEMENT DELIVERED OR WHICH IN THE FUTURE MAY BE DELIVERED IN CONNECTION
HEREWITH OR THEREWITH, OR ARISING FROM ANY FINANCING RELATIONSHIP EXISTING
IN
CONNECTION WITH THIS GUARANTY OR THE OTHER CREDIT DOCUMENT, AND AGREES THAT
ANY
SUCH ACTION, PROCEEDING OR COUNTERCLAIM SHALL BE TRIED BEFORE A COURT AND
NOT
BEFORE A JURY. THE GUARANTOR CERTIFIES THAT NO OFFICER, REPRESENTATIVE, AGENT
OR
ATTORNEY OF CORNELL HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT CORNELL
WOULD
NOT, IN THE EVENT OF ANY ACTION, PROCEEDING OR COUNTERCLAIM, SEEK TO ENFORCE
THE
FOREGOING WAIVERS. THE GUARANTOR HEREBY ACKNOWLEDGES THAT THIS PROVISION
IS A
MATERIAL INDUCEMENT FOR CORNELL ENTERING INTO THIS AGREEMENT.
Section
11. Taxes.
(a) All
payments made by each Guarantor hereunder or under any Credit Document will
be
made without setoff, counterclaim or other defense. All such payments will
be
made free and clear of, and without deduction or withholding for, any present
or
future taxes, levies, imposts, duties, fees, assessments or other charges
of
whatever nature now or hereafter imposed by any jurisdiction or by any political
subdivision or taxing authority (collectively, “Taxes”)
thereof or therein with respect to such payments (but excluding any Tax imposed
on or measured by the net income or net profits of a Cornell imposed on it
pursuant to the laws of the jurisdiction in which it is organized or the
jurisdiction in which the principal office or applicable lending office of
Cornell is located). If any Guarantor shall be required to deduct or to withhold
any Taxes from or in respect of any amount payable hereunder or under any
other
Credit Document,
(i) the
amount so payable shall be increased so that after making all required
deductions and withholdings (including Taxes on amounts payable pursuant
to this
sentence) Cornell, as the case may be, receive an amount equal to the sum
they
would have received had no such deduction or withholding been made,
(ii) each
Guarantor shall make such deduction or withholding,
(iii) each
Guarantor shall pay the full amount deducted or withheld to the relevant
taxation authority in accordance with applicable law, and
(iv) as
promptly as possible thereafter, each Guarantor shall send Cornell an official
receipt (or, if an official receipt is not available, such other documentation
as shall be satisfactory to Cornell, as the case may be) evidencing payment
of
the amount or amounts so deducted or withheld. In addition, each Guarantor
agrees to pay any present or future taxes, charges or similar levies which
arise
from any payment made hereunder or from the execution, delivery, performance,
recordation or filing of, or otherwise with respect to, this Agreement or
any
other Credit Document.
-5-
(b) Each
Guarantor hereby indemnifies and agrees to hold Cornell harmless from and
against Taxes (including, without limitation, any Taxes imposed by any
jurisdiction on amounts payable under this Section 11) paid by Cornell and
any
liability (including penalties, interest and expenses for nonpayment, late
payment or otherwise) arising therefrom or with respect thereto, whether or
not
such Taxes were correctly or legally asserted. Such indemnification shall be
paid within 10 days from the date on which Cornell makes written demand
therefor, which demand shall identify in reasonable detail the nature and amount
of such Taxes.
(c) If
each
Guarantor fails to perform any of its Obligation under this Section 11, each
Guarantor shall indemnify Cornell for any taxes, interest or penalties that
may
become payable as a result of any such failure. The Obligation of each Guarantor
under this Section 11 shall survive the termination of this Agreement and the
payment of the Loans and all other amounts payable hereunder.
Section
12. Miscellaneous.
(a) Each
Guarantor will make each payment hereunder in lawful money of the United States
of America and in immediately available funds to Cornell, at such address
specified by Cornell from time to time by notice to each Guarantor.
(b) No
amendment of any provision of this Guaranty shall be effective unless it is
in
writing and signed by each Guarantor and Cornell, and no waiver of any provision
of this Guaranty, and no consent to any departure by each Guarantor therefrom,
shall in any event be effective unless the same shall be in writing and signed
by each Guarantor and Cornell, and then such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given.
(c) No
failure on the part of Cornell to exercise, and no delay in exercising, any
right hereunder or under any other Credit Document shall operate as a waiver
thereof, nor shall any single or partial exercise of any right hereunder or
under any other Credit Document preclude any other or further exercise thereof
or the exercise of any other right. The rights and remedies of Cornell provided
herein and in the other Credit Document are cumulative and are in addition
to,
and not exclusive of, any rights or remedies provided by law. The rights of
Cornell under any Credit Document against any party thereto are not conditional
or contingent on any attempt by Cornell to exercise any of their rights under
any other Credit Document against such party or against any other
Person.
(d) Any
provision of this Guaranty which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining portions
hereof or thereof or affecting the validity or enforceability of such provision
in any other jurisdiction.
(e) This
Guaranty shall (i) be binding on each Guarantor and its successors and assigns,
and (ii) inure, together with all rights and remedies of Cornell hereunder,
to
the benefit of Cornell and their respective successors, transferees and assigns.
Without limiting the generality of clause (ii) of the immediately preceding
sentence, Cornell may assign or otherwise transfer its rights under the
Debenture or any other Credit Document to any other Person, and such other
Person shall thereupon become vested with all of the benefits in respect thereof
granted to Cornell herein or otherwise. None of the rights or Obligation of
each
Guarantor hereunder may be assigned or otherwise transferred without the prior
written consent of Cornell.
(f) This
Guaranty and the other Credit Document reflect the entire understanding of
the
transactions contemplated hereby and thereby and shall not be contradicted
or
qualified by any other agreement, oral or written, before the date
hereof.
(g) Section
headings herein are included for convenience of reference only and shall not
constitute a part of this Agreement for any other purpose.
(h) This
Guaranty and the other Credit Document (unless expressly provided to the
contrary in another Credit Document in respect of such other Credit Document)
shall be governed by, and construed in accordance with, the law of the State
of
New York applicable to contracts made and to be performed in the State of New
York.
[signature
page to follow]
-6-
IN
WITNESS WHEREOF,
each
Guarantor has caused this Amended and Restated Guaranty Agreement to be executed
by an officer thereunto duly authorized, as of the date first above
written.
NEOREACH, INC.
By_________________________________
Xxx
X.
Xxxxxx, Chief Executive Officer
NEOREACH
WIRELESS, INC.
By__________________________________
Xxx
X.
Xxxxxx, Chief Executive Officer
CLOSECALL
AMERICA, INC.
By_________________________________
Xxx
X.
Xxxxxx, Chief Executive Officer
AFFINITY
TELECOM,
INC.
By________________________________
Xxx
X.
Xxxxxx, Chief Executive Officer
US
ONE ACQUISITION CORP.
By________________________________
Xxx
X.
Xxxxxx, Chief Executive Officer
DAVEL
ACQUISITION CORP.
By:_________________________________
Xxx
X.
Xxxxxx, Chief Executive Officer
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DAVEL
COMMUNICATIONS, INC.
By:_________________________________
Xxx
X.
Xxxxxx, Chief Executive Officer
DAVEL
FINANCING COMPANY, LLC
By:_____________________________________
Xxxxxxxx
X. Xxxxx, Executive Vice President
PHONETEL
TECHNOLOGIES, INC.
By:_____________________________________
Xxxxxxxx
X. Xxxxx, Executive Vice President
CHEROKEE
COMMUNICATIONS, INC.
By:______________________________________
Xxxxxxxx
X. Xxxxx, Executive Vice President
DAVEL
COMMUNICATIONS GROUP, INC.
By:_____________________________________
Xxxxxxxx
X. Xxxxx, Executive Vice President
ADTEC
COMMUNICATIONS, INC.
By:______________________________________
Xxxxxxxx
X. Xxxxx, Executive Vice President
CENTRAL
PAYPHONE SERVICES, INC.
By:_____________________________________
Xxxxxxxx
X. Xxxxx, Executive Vice President
COMMUNICATIONS
CENTRAL INC.
By:______________________________________
Xxxxxxxx
X. Xxxxx, Executive Vice President
-8-
COMMUNICATIONS
CENTRAL OF GEORGIA, INC.
By:_____________________________________
Xxxxxxxx
X. Xxxxx, Executive Vice President
DAVEL
MEDIA, INC.
By:_____________________________________
Xxxxxxxx
X. Xxxxx, Executive Vice President
DAVEL
MEXICO, LTD.
By:_____________________________________
Xxxxxxxx
X. Xxxxx, Executive Vice President
DAVELTEL,
INC.
By:______________________________________
Xxxxxxxx
X. Xxxxx, Executive Vice President
INTERSTATE
COMMUNICATIONS, INC.
By:______________________________________
Xxxxxxxx
X. Xxxxx, Executive Vice President
INVISION
TELECOM, INC.
By:______________________________________
Xxxxxxxx
X. Xxxxx, Executive Vice President
PEOPLES
ACQUISITION CORPORATION
By:______________________________________
Xxxxxxxx
X. Xxxxx, Executive Vice President
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PEOPLES
COLLECTORS, INC.
By:______________________________________
Xxxxxxxx
X. Xxxxx, Executive Vice President
PEOPLES
TELEPHONE COMPANY, INC.
a
New York corporation
By:______________________________________
Xxxxxxxx
X. Xxxxx, Executive Vice President
PEOPLES
TELEPHONE COMPANY, INC.
a
New Hampshire corporation
By:______________________________________
Xxxxxxxx
X. Xxxxx, Executive Vice President
PTC
CELLULAR, INC.
By:______________________________________
Xxxxxxxx
X. Xxxxx, Executive Vice President
PTC
SECURITY SYSTEMS, INC.
By:_____________________________________
Xxxxxxxx
X. Xxxxx, Executive Vice President
SILVERADO
COMMUNICATIONS CORP.
By:_____________________________________
Xxxxxxxx
X. Xxxxx, Executive Vice President
TELALEASING
ENTERPRISES, INC.
By:_____________________________________
Xxxxxxxx
X. Xxxxx, Executive Vice President
T.R.C.A.,
INC.,
By:______________________________________
Xxxxxxxx
X. Xxxxx, Executive Vice President
-10-
TELINK,
INC.
By:______________________________________
Xxxxxxxx
X. Xxxxx, Executive Vice President
DFW
INTERNET SERVICES, INC.
By_________________________________
Xxx
X.
Xxxxxx, Chief Executive Officer
THE
RIVER INTERNET ACCESS CO.
By________________________________
Xxx
X.
Xxxxxx, Chief Executive Officer
WORLD
TRADE NETWORK, INC.
By________________________________
Xxx
X.
Xxxxxx, Chief Executive Officer
XXXXX.XXX,
INC.
By________________________________
Xxx
X.
Xxxxxx, Chief Executive Officer
INTERNET
EXPRESS, INC.
By________________________________
Xxx
X.
Xxxxxx, Chief Executive Officer
SHREVENET,
INC.
By_________________________________
Xxx
X.
Xxxxxx, Chief Executive Officer
-11-
CLOVER
COMPUTER CORPORATION
By__________________________________
Xxx
X.
Xxxxxx, Chief Executive Officer
XXXXXX.XXX
SERVICES, INC.
By_________________________________
Xxx
X.
Xxxxxx, Chief Executive Officer
SENSE
NETWORKING, INC.
By_________________________________
Xxx
X.
Xxxxxx, Chief Executive Officer
-12-
CORNELL
CAPITAL PARTNERS, L.P.
By:
Yorkville Advisors, LLC
Its:
General Partner
By__________________________________
Name________________________________
Title_________________________________
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