EXHIBIT 10.41
AMENDED AND RESTATED SECURITY AGREEMENT
THIS AMENDED AND RESTATED SECURITY AGREEMENT (this "Agreement"), dated as
of April 5, 2000, is made and entered into by and among EGLOBE FINANCING
CORPORATION, a Delaware corporation ("eGlobe Financing"), IDX FINANCING
CORPORATION, a Delaware corporation ("IDX Financing"), and TELEKEY FINANCING
CORPORATION, a Delaware corporation ("Telekey Financing" and together with
eGlobe Financing and IDX Financing, the "Financing Companies"), and EXTL
INVESTORS, LLC, a limited liability company organized under the laws of Nevada
("EXTL Investors"), SPECIAL INVESTMENT RISKS, LLC, a limited liability company
organized under the laws of Nevada ("Special Investment" and together with EXTL
Investors, the "Secured Parties") and EXTL INVESTORS, LLC, as collateral agent
(with its successors, the "Collateral Agent").
WITNESSETH:
WHEREAS, the Financing Companies issued and sold to EXTL Investors as of
June 30, 1999, and EXTL Investors purchased from the Financing Companies, the
Financing Companies' 5% Secured Notes (the "Secured Notes") and the Financing
Companies executed and delivered a revolving note based on the balance of
accounts receivable (the "A/R Note"), pursuant to the terms and conditions of
the Loan and Note Purchase Agreement dated April 9, 1999 by and among eGlobe
Financing, eGlobe, Inc., a Delaware corporation (the "Parent"), and EXTL
Investors, as amended by a letter agreement dated June 16, 1999, Amendment No. 1
to the Loan and Note Purchase Agreement dated as of June 30, 1999 and Amendment
No. 2 to the Loan and Note Purchase Agreement dated as of the date hereof (as
amended, the "Loan and Note Purchase Agreement"); and
WHEREAS, in connection with the Loan and Note Purchase Agreement, the
Financing Companies and EXTL Investors entered into a Security Agreement dated
as of June 30, 1999 (the "Security Agreement") pursuant to which the Financing
Companies granted EXTL Investors a security interest in certain of their assets
as security for the Secured Notes and the A/R Note; and
WHEREAS, on December 2, 1999, Coast International, Inc. ("Coast") merged
with and into eGlobe/Coast, Inc., a Delaware corporation ("eGlobe/Coast"),
pursuant to the terms of an Agreement and Plan of Merger dated November 29, 1999
among Parent, eGlobe/Coast, Coast and the stockholders of Coast, as a result of
which eGlobe/Coast was the surviving company and remained a wholly owned
subsidiary of Parent (the "Coast Merger");
WHEREAS, prior to the Coast Merger and pursuant to a certain Revolving
Credit Note Agreement dated March 5, 1999, Special Investment has lent to Coast
an aggregate principal amount of $3,250,000 as evidenced by a promissory note
(the "Special Investment Note"); and
WHEREAS, in connection with the consummation of the Coast Merger,
eGlobe/Coast assumed Coast's obligations to repay all amounts due and payable
under the Special Investment Note, whether at maturity, by acceleration or
otherwise, in accordance with the terms of the Special Investment Note; and
WHEREAS, the Financing Companies are guaranteeing the payment and
performance by eGlobe/Coast of obligations under the Special Investment Note as
more fully set forth in the Guaranty dated as of the date hereof for the benefit
of Special Investment (the "Guaranty"); and
WHEREAS, in connection with eGlobe/Coast's assumption of the obligations
under the Special Investment Note and EXTL Investors' waiver of its right under
the Loan and Note Purchase Agreement to cause the Parent to convey to one of the
Financing Companies the assets acquired in the Coast Merger, the Secured Parties
desire to obtain from the Financing Companies and the Financing Companies desire
to amend and restate the Security Agreement to provide to all of the Secured
Parties a security interest in the collateral more particularly described below;
and
WHEREAS, capitalized terms used in this Agreement and not otherwise defined
herein shall have the meanings given such terms in the Loan and Note Purchase
Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. GRANT OF SECURITY INTEREST. For the purpose of securing the
Obligations (as defined below), each Financing Company hereby grants to the
Secured Parties for their ratable benefit (subject to Section 6(a) hereof) a
security interest in all equipment and other tangible personal property of such
Financing Company which is movable or which are fixtures and which are used or
bought for use primarily in such Financing Company's business, whether now owned
or hereafter acquired and wherever located, together with all proceeds and
products thereof and accessions therefor, including without limitation the
equipment and other property described on Schedule 1 hereto, in each case only
to the extent that the grant by such Financing Company of a security interest
pursuant to this Agreement would not violate any Material Contract (as defined
in the Loan and Note Purchase Agreement) (collectively, the "Collateral");
provided, however, that should the prohibition on the grant of a security
interest under a Material Contract be extinquished, such security interest shall
immediately attach to such Collateral.
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2. THE OBLIGATIONS. The obligations secured hereby shall include (a) the
due and punctual payment (in cash or in Parent Common Stock, pursuant to the
terms of the Secured Notes, the A/R Note and the Loan and Note Purchase
Agreement) of the principal, interest and any other amounts payable in respect
of the Secured Notes and the A/R Note, (b) the due and punctual payment of all
obligations under the Guaranty, (c) all attorney's fees, court costs and
expenses of whatever kind incident to the collection of any of said indebtedness
or other obligations and the enforcement and protection of the security interest
created hereby and (d) the performance of all obligations under the Loan and
Note Purchase Agreement where the failure to perform would constitute an Event
of Default thereunder (collectively, the "Obligations").
3. PRIORITY OF SECURITY INTERESTS IN THE COLLATERAL.
(a) Notwithstanding anything herein to the contrary, and irrespective
of the time, order or method of attachment or perfection of the liens and
security interests granted in the Collateral, or the time or order of filing or
recording of financing statements or other liens, mortgages or security
interests, and irrespective of anything contained in any filing or agreement to
which the Secured Parties may now or hereafter be a party, the Secured Parties
hereby agree that the respective liens and security interests of the Secured
Parties in the Collateral shall be equal and none of the Secured Parties shall
have any priority over the other with regard to the Collateral, except in
accordance with the provisions of this Agreement.
(b) The foregoing pari passu nature of the Secured Parties' interests
in the Collateral shall continue in full force and effect notwithstanding any
one or more of the following: (1) any release by any Secured Party of all or any
part of the Collateral now or hereafter subject to the respective liens of the
Secured Parties, except with respect to any Collateral so released; (2) any
Insolvency Proceeding (as defined below) affecting the Company; (3) any change,
waiver, extension, compromise, settlement, indulgence, or other action or
omission in respect of the Obligations or the security interests in the
Collateral; (4) the supplementing, modification or amendment, whether material
or otherwise, of any of the instruments creating the Obligations or the Secured
Parties' interests in the Collateral; (5) the renewal, rearrangement,
modification, replacement, substitution, consolidation, extension or novation of
any of the Obligations or the Secured Parties' interests in the Collateral; and
(6) the fact that any Obligation owed to any Secured Party or any claim for such
Obligation is modified, subordinated, avoided or disallowed, in whole or in
part, in any Insolvency Proceeding. As used herein, "Insolvency Proceeding"
shall mean any insolvency or receivership proceeding, or any proceeding under
the Federal Bankruptcy Code, or any other proceeding under any other bankruptcy
or insolvency laws or other laws relating to the relief of debtors or the
readjustment, extension or composition of debts, and which is brought by or
against the Company and any assignment for the benefit of creditors or
agreements for forbearance, readjustment of indebtedness, collateral pooling,
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liquidation, reorganization or similar arrangement, whether judicial or
non-judicial, for payment of debts.
4. APPOINTMENT OF COLLATERAL AGENT. Each Secured Party, separately, does
hereby appoint EXTL Investors and EXTL Investors accepts such appointment, to
act as the Collateral Agent under this Agreement and to perform the duties of
the Collateral Agent described herein. EXTL Investors shall serve as the
Collateral Agent for so long as this Agreement remains in effect, unless EXTL
Investors resigns as Collateral Agent, in its sole discretion, by providing
prior written notice to Special Investment and to the Company. A resignation by
EXTL Investors as the Collateral Agent shall be effective immediately upon the
appointment of a replacement Collateral Agent as provided hereafter. In the
event of a resignation of EXTL Investors as Collateral Agent, EXTL Investors,
acting in its individual capacity, shall promptly appoint, a replacement to
serve as Collateral Agent. Upon the appointment of a successor Collateral Agent,
EXTL Investors shall have no further rights or obligations under this Agreement
other than as a Secured Party hereunder.
5. REPRESENTATIONS AND WARRANTIES OF THE FINANCING COMPANIES. Each
Financing Company represents and warrants as follows:
(a) Except as set forth on Schedule 1 hereto, such Financing Company
is the owner of the Collateral and has good and marketable title to the
Collateral free and clear of any liens, security interests, claims and
encumbrances except for those in favor of the Secured Parties and those
previously disclosed in writing to the Secured Parties, contingent or
otherwise.
(b) The addresses set forth on Schedule 1 hereto are all of the
locations of all Collateral.
(c) The execution and delivery of this Agreement and the financing
statements delivered in connection herewith by such Financing Company do
not conflict with or violate any Law (including, without limitation, any
judgment or injunction) applicable to such Financing Company or its assets
or properties or any contract or security agreement to which such Financing
Company is a party or by which its assets or properties are encumbered.
6. COVENANTS. Each Financing Company covenants and agrees as follows:
(a) Except with the prior written consent of the Collateral Agent,
such Financing Company will not grant or permit to exist any liens or
security interests other than (i) those created by this Agreement, (ii)
Permitted Liens pursuant to the Loan and Note Purchase Agreement, and (iii)
Encumbrances not prohibited by Section 4.9 of the Loan and Note Purchase
Agreement, to attach to any of the Collateral, nor permit any of the
Collateral to be levied upon under
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any legal or private process. To the extent that an item of Collateral is
subject to a Permitted Lien or an Encumbrance not prohibited by such
Section 4.9 of the Loan and Note Purchase Agreement, or is included in
Schedule 1 hereto as an exception pursuant to Section 3(a), the lien
created by this Agreement is intended to be junior in lien and effect to
such liens and encumbrances, but only if such junior lien is not prohibited
by the terms of any agreement relating to any such liens or encumbrances.
If any such agreement does prohibit such junior lien, then such item of
Collateral shall not be subject to the security interest contemplated by
this Agreement. Such Financing Company shall use all reasonable efforts to
obtain such consents, waivers or amendments as may be necessary or
appropriate to permit such junior lien, and upon obtaining the same to
reflect that such item of Collateral shall be subject to the security
interest contemplated by this Agreement. Such Financing Company shall
promptly notify the Collateral Agent of any default or alleged default by
such Financing Company under any lien prior to the lien created by this
Agreement on the Collateral, or any portion thereof.
(b) Such Financing Company will not permit any of the Collateral to be
removed from the location specified on Schedule 1, except for temporary
periods in the normal and customary use thereof, without the prior written
consent of the Collateral Agent, and will permit the Collateral Agent to
inspect the Collateral at any reasonable time following reasonable advance
notice from the Collateral Agent to such Financing Company.
(c) If any of the Collateral is equipment of a type normally used in
more than one state or country (whether or not actually so used), such
Financing Company will contemporaneously herewith furnish the Collateral
Agent a list of the states and countries wherein such equipment is or will
be used, and hereafter will notify the Collateral Agent in writing of any
other states and countries in which such equipment is so used.
(d) Except as contemplated by the Loan and Note Purchase Agreement,
such Financing Company will not sell, exchange, lease or otherwise dispose
of any of the Collateral or any interest therein without the prior written
consent of the Collateral Agent, except for any items of Collateral which
become obsolete or which, in such Financing Company's reasonable judgment,
is no longer useful in the conduct of such Financing Company's business, or
which is replaced by other Collateral, unless such sale, exchange, lease or
other disposition is on an arm's length basis for fair value and in the
ordinary course of business.
(e) Such Financing Company will, in all material respects, maintain,
preserve and keep the Collateral (whether owned in fee or a leasehold
interest) in good repair and working order, reasonable wear and tear
excepted, and from time to time will make all necessary repairs,
replacements, renewals and additions so that at all times the economic
efficiency thereof will be maintained
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and will pay and discharge all taxes, levies and other impositions levied
thereon as well as the cost of repairs to or maintenance of same. If such
Financing Company fails to pay such sums, the Collateral Agent may do so
for such Financing Company's accounts and add the amount thereof to the
other amounts secured hereby.
(f) Such Financing Company will defend the Collateral against the
claims and demands of all persons.
(g) Such Financing Company will pay to the Secured Parties all amounts
secured hereby as and when the same shall be due and payable, whether at
maturity, by acceleration or otherwise, and such payments shall be made in
cash or in Parent Common Stock in accordance with the terms of the Notes or
the Guaranty, as the case may be.
(h) Such Financing Company shall carry and maintain in full force and
effect, at all times with financially sound and reputable institutions,
insurance in such forms and amounts and against such risks as may be
reasonable and prudent in the circumstances for a company holding the
assets it holds and as may be required by applicable Laws. Such Financing
Company assigns to the Collateral Agent on behalf of the Secured Parties
all right to receive proceeds of insurance not exceeding the amounts
secured hereby, directs any insurer to pay all such proceeds directly to
the Collateral Agent, and appoints the Collateral Agent such Financing
Company's attorney in fact to endorse any draft or check from such insurer
made payable to such Financing Company in order to collect the benefits of
such insurance. Such Financing Company will, to the extent permitted by
such insurance policies, add the Collateral Agent on behalf of the Secured
Parties as an additional insured thereunder. If an event of default (as
defined under the Secured Notes, the A/R Note and the Special Investment
Note to which a Secured Party is owed repayment) has occurred and is
continuing, any money received by the Collateral Agent under said policies
may be applied to the payment of any indebtedness secured hereby, whether
or not due and payable, otherwise said money shall be delivered by the
Collateral Agent to such Financing Company for the purpose of repairing or
restoring the Collateral. If such Financing Company fails to keep the
Collateral insured as required above, the Collateral Agent shall have the
right to obtain such insurance at such Financing Company's expense and add
the cost thereof to the other amounts secured hereby.
(i) Such Financing Company will file, and pay all costs of filing,
such financing, continuation and termination statements with respect to the
security interests created hereby as the Collateral Agent may reasonably
request, and the Collateral Agent is authorized to do all things that it
deems necessary to perfect and continue perfection of the security
interests created hereby.
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(j) Such Financing Company shall deliver to the Collateral Agent, on a
monthly basis, reports certified by its chief financial officer or
treasurer indicating whether any additional lien or security interest has
been created with respect to the Collateral, indicating the type of lien or
security interest and describing the obligation secured, or stating that no
additional lien has been created.
(k) Such Financing Company shall take or cause to be taken such
further actions, shall execute, deliver, and file or cause to be executed,
delivered, and filed such further documents and instruments, and shall
obtain such consents as may be necessary or as the Collateral Agent may
reasonably request to effectuate the purposes, terms, and conditions of
this Agreement.
7. RIGHTS AND REMEDIES WITH RESPECT TO THE COLLATERAL.
(a) The Secured Parties hereby agree that the Collateral Agent shall
manage the Collateral as the Collateral Agent, in its sole discretion, considers
appropriate under the circumstances and consistent with the terms of this
Agreement and the Collateral Agent shall have no liability to any Secured Party
for, and each Secured Party hereby waives any claim which it may now or
hereafter have against the Collateral Agent arising out of, any or all actions
which the Collateral Agent, without gross negligence or willful misconduct on
its part, takes or omits to take with respect to the Collateral or any portion
or proceeds thereof. As between the Secured Parties, and in accordance with the
provisions of this Agreement, the Collateral Agent shall have sole authority to
manage the Collateral on behalf of the Secured Parties, and none of the Secured
Parties shall take any action with respect to the management of the Collateral
without the prior written consent of the Collateral Agent.
(b) Each of the Secured Parties agrees to notify the Collateral Agent
and the other Secured Parties promptly after becoming aware of the occurrence of
an event of default (which has not been cured within any applicable cure period)
under the Secured Notes, the A/R Note and the Special Investment Note to which
it is owed repayment. If an event of default occurs under the Secured Notes, the
A/R Note and the Special Investment Note and the affected Secured Party wishes
to commence foreclosure, liquidation or similar action with respect to any of
the Collateral, the Collateral Agent shall commence such foreclosure,
liquidation or similar action. The Secured Parties agree that the Collateral
Agent shall have the sole authority to sell, lease, liquidate or otherwise
dispose of the Collateral on behalf of the Secured Parties, and to exercise any
and all other rights and remedies of the Secured Parties with respect thereto.
Each Secured Party agrees that no action with respect to the enforcement of its
security interest in the Collateral or any other action or exercise of any other
rights against the Collateral shall be taken except by and through the
Collateral Agent.
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8. SHARING OF THE PROCEEDS OF THE COLLATERAL. Any items of Collateral and
any proceeds from the sale, lease, liquidation, or other disposition of, or as a
result of the Secured Parties' liens and security interests in, any of the
Collateral, at any time or from time to time, received or obtained by the
Collateral Agent shall be held in trust for the benefit of the Secured Parties
and shall be applied and made available to the Secured Parties as follows:
(a) First, to pay all costs and expenses, including reasonable
attorney's fees, incurred by the Collateral Agent or the Secured Parties in
connection with the management, sale, liquidation or other disposition or
realization of the Collateral;
(b) Then, to the Secured Parties for application toward the payment of
the then outstanding Obligations owed to each Secured Party, which arise
pursuant to the Secured Notes, the A/R Note and the Special Investment Note,
pro-rata; provided, however, that no amounts shall be disbursed by the
Collateral Agent to a Secured Party which exceed the amount of the Obligations
actually owed to such Secured Party; and
(c) Then, the balance, if any, to be returned to the Company.
9. RELEASE OF SECURITY INTEREST. Upon payment in full of all Obligations,
the Secured Parties shall release the security interest created hereby and shall
execute and deliver to the Financing Companies such termination statements and
other agreements and documents as the Financing Companies may reasonably request
to evidence such payment and release.
10. POWER OF ATTORNEY. The Financing Companies hereby constitute the EXTL
Investors as the Financing Companies' attorney-in-fact with power, upon the
occurrence and during the continuance of an event of default (as defined under
the Secured Notes, the A/R Note and the Special Investment Note to which a
Secured Party is owed repayment), to do all acts and things necessary or
desirable to enforce the Secured Parties' rights under this Agreement. This
power of attorney is coupled with an interest and is irrevocable until all of
the Obligations are paid in full.
11. NOTICES. All notices and other communications given or made pursuant
hereto shall be in writing and shall be deemed to have been duly given or made
as of the date delivered, mailed or transmitted, and shall be effective upon
receipt, if delivered personally, mailed by registered or certified mail
(postage prepaid, return receipt requested) to the parties at the following
addresses (or at such other address for a party as shall be specified by like
changes of address) or sent by electronic transmission to the telecopier number
specified below:
(a) If to the Financing Companies:
eGlobe Financing Corporation
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IDX Financing Corporation
Telekey Financing Corporation
0000 00xx Xxxxxx, X.X.
Xxxxx 000
Xxxxxxxxxx, XX 00000
Telecopier No.: 000-000-0000
Attention: Chairman
(b) If to the Parent:
eGlobe, Inc.
0000 00xx Xxxxxx, X.X.
Xxxxx 000
Xxxxxxxxxx, XX 00000
Telecopier No.: 000-000-0000
Attention: Chairman
(c) If to EXTL Investors or the Collateral Agent:
EXTL Investors, LLC
000 Xxxxxx, Xxxxx 000
Xxxxx, XX 00000
Telecopier No.: 000-000-0000
Attention: Xxxxxx Xxxxxx
(d) If to Special Investment:
Special Investment Risks, LLC
000 Xxxxxx, Xxxxx 000
Xxxxx, XX 00000
Telecopier No.: 000-000-0000
Attention: Xxxxxx Xxxxxx
12. HEADINGS. The headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement.
13. SEVERABILITY. If any term or other provision of this Agreement is
invalid, illegal or incapable of being enforced by any rule of law or public
policy, all other conditions and provisions of this Agreement shall nevertheless
remain in full force and effect so long as the economic or legal substance of
the transactions contemplated hereby is not affected in any manner materially
adverse to any party. Upon such determination that any term or other provision
is invalid, illegal or incapable of being enforced, the parties hereto shall
negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible in an acceptable manner to the end
that transactions contemplated hereby are fulfilled to the extent possible.
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14. ENTIRE AGREEMENT. This Agreement (together with the Schedules
delivered pursuant hereto, the Loan and Note Purchase Agreement and the
Revolving Credit Note Agreement, as referred to or incorporated herein)
constitutes the entire agreement of the parties and supersedes all prior
agreements and undertakings, both written and oral, between the parties, or any
of them, with respect to the subject matter hereof, except as otherwise
expressly provided herein, are not intended to confer upon any other person any
rights or remedies hereunder.
15. SPECIFIC PERFORMANCE. The transactions contemplated by this Agreement
are unique. Accordingly, each of the parties acknowledges and agrees that, in
addition to all other remedies to which it may be entitled, each of the parties
hereto is entitled to a decree of specific performance, provided such party is
not in material default hereunder.
16. ASSIGNMENT. Neither this Agreement nor any of the rights, interests or
obligations hereunder shall be assigned by any of the parties hereto (whether by
operation of law or otherwise) without the prior written consent of the other
parties. Subject to the preceding sentence, this Agreement shall be binding
upon, inure to the benefit of and be enforceable by the parties and their
respective successors and assigns.
17. THIRD PARTY BENEFICIARIES. This Agreement shall be binding upon and
inure solely to the benefit of each party hereto, and nothing in this Agreement,
express or implied, is intended to or shall confer upon any other person any
right, benefit or remedy of any nature whatsoever under or by reason of this
Agreement.
18. FEES AND EXPENSES. Except as otherwise provided for in this Agreement,
each party hereto shall pay its own fees, costs and expenses incurred in
connection with this Agreement and in the preparation for and consummation of
the transactions provided for herein.
19. AMENDMENT. This Agreement may not be amended except by an instrument
in writing signed by the parties hereto.
20. CONSENT REQUIRED. Any term, covenant, agreement or condition of this
Agreement may, with the consent of the Financing Companies, be amended or
compliance therewith may be waived (either generally or in particular instance
and either retroactively or prospectively), if the Financing Companies shall
have obtained the consent in writing of the Secured Parties.
21. GOVERNING LAW. All corporate law matters arising under this Agreement
shall be governed by and construed in accordance with the laws of the State of
Delaware, and all other matters arising under this Agreement shall be governed
by and construed in accordance with the laws of the State of Texas, in each case
regardless of the laws that might otherwise govern under applicable principles
of conflicts of law. Each of the parties consents to the jurisdiction of the
federal courts whose districts encompass any part of the State of Texas or the
state courts of the State of Texas in connection with any dispute arising under
this Agreement and hereby waives, to the
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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.
Notwithstanding the foregoing, it is the intention of the parties that, to
the extent local law would govern with respect to Collateral located in a
particular jurisdiction, this Agreement shall create a security interest,
floating charge or similar grant of rights under such local law with respect to
Collateral located in such jurisdiction.
22. COUNTERPARTS. This Agreement may be executed and delivered in one or
more counterparts, and by the different parties hereto in separate counterparts,
each of which when executed and delivered shall be deemed to be an original but
all of which taken together shall constitute one and the same agreement.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the Financing Companies and the Secured Parties
have caused this Agreement to be executed as of the date first above written.
EGLOBE, INC.
By:
-------------------------------
Title:
----------------------------
Address: 0000 00xx Xxxxxx, XX
Xxxxx 000
Xxxxxxxxxx, XX 00000
EGLOBE FINANCING CORPORATION
By:
-------------------------------
Title:
----------------------------
Address: 0000 00xx Xxxxxx, XX
Xxxxx 000
Xxxxxxxxxx, XX 00000
IDX FINANCING CORPORATION
By:
-------------------------------
Title:
----------------------------
Address: 0000 00xx Xxxxxx, XX
Xxxxx 000
Xxxxxxxxxx, XX 00000
TELEKEY FINANCING CORPORATION
By:
-------------------------------
Title:
----------------------------
Address: 0000 00xx Xxxxxx, XX
Xxxxx 000
Xxxxxxxxxx, XX 00000
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EXTL INVESTORS, LLC
By:
-------------------------------
Title:
----------------------------
Address: 000 Xxxxxx, Xxxxx 000
Xxxxx, XX 00000
SPECIAL INVESTMENT RISKS, LLC
By:
-------------------------------
Title:
----------------------------
Address: 000 Xxxxxx, Xxxxx 000
Xxxxx, XX 00000
EXTL INVESTORS, LLC, as Collateral Agent
By:
-------------------------------
Title:
----------------------------
Address: 000 Xxxxxx, Xxxxx 000
Xxxxx, XX 00000
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SCHEDULE 1
Collateral, Location, Title Exceptions
COLLATERAL DESCRIPTION:
See Attachment A
COLLATERAL LOCATION:
All collateral owned by eGlobe Financing is located at:
0000 X. Xxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
OR
Xxxxxxxxxx 00 0000
Xxxxxxxxx, Xxxxxxx
OR
Rm. 2503-4
CLI Xxxxxxxx, 000-000,
Xxxxxxxx Xxxx
Xxxxxxx Xxxx Xxxx
OR
Suite 1
Millpool House, Mill Lane
Godalming Suri GU7EY England
OR
with respect to the Caviars: See Attachment B
All collateral owned by IDX Financing is located at:
11410 Xxxxx Xxxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
OR
Rm. 2503-4
CLI Xxxxxxxx, 000-000,
Xxxxxxxx Xxxx
Xxxxxxx Xxxx Xxxx
OR
0X, Xx. 000, Xxx-Xxxx Xx., Xxx. 0
Xxxxxx, Xxxxxx
All collateral owned by Telekey Financing is located at:
000 Xxxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
TITLE EXCEPTIONS:
None
