exv10w3






Exhibit 10.3




AMENDED AND RESTATED TERM NOTE




Atlanta, Georgia




$7,229,519.18




April 12, 2010




     FOR VALUE RECEIVED, each of the undersigned (each individually a “Borrower” and
collectively, the “Borrowers”), HEREBY PROMISES TO PAY to the order of CHATHAM INVESTMENT
FUND III, LLC, and CHATHAM INVESTMENT FUND III QP, LLC (collectively, the “Lender”) at the
offices of CHATHAM CREDIT MANAGEMENT III, LLC, a Georgia limited liability company, as agent for
Lenders (“Agent”), at its address set forth in Section 9.3 of the Credit Agreement, or at
such other place as Agent may designate from time to time in writing, in lawful money of the United
States of America and in immediately available funds, the amount of SEVEN MILLION TWO HUNDRED
TWENTY-NINE THOUSAND FIVE HUNDRED NINETEEN AND 18/100 US DOLLARS ($7,229,519.18). All capitalized
terms used but not otherwise defined herein have the meanings given to them in the “Credit
Agreement” (as hereinafter defined) or in Annex A thereto.



     This Term Note amends, restates and supersedes in its entirety that certain $7,000,000 Term
Note dated as of September 23, 2008, issued by Borrowers to Lender and is one of the Term Notes
issued pursuant to that certain Credit Agreement dated as of September 23, 2008 by and among
Borrowers, the other Persons named therein as Credit Parties, Agent, Lenders and the other Persons
signatory thereto from time to time as Lenders (including all annexes, exhibits and schedules
thereto and as from time to time amended, restated, supplemented or otherwise modified, the
“Credit Agreement”), and is entitled to the benefit and security of the Credit Agreement,
the Security Agreement and all of the other Loan Documents referred to therein. Reference is
hereby made to the Credit Agreement for a statement of all of the terms and conditions under which
the Loans evidenced hereby are made and are to be repaid. The principal balance of the Term Loan,
the rates of interest applicable thereto and the date and amount of each payment made on account of
the principal thereof, shall be recorded by Agent on its books; provided that the failure of Agent
to make any such recordation shall not affect the obligations of Borrowers to make a payment when
due of any amount owing under the Credit Agreement or this Term Note.



     The principal amount of the indebtedness evidenced hereby shall be payable in the amounts and
on the dates specified in the Credit Agreement. Interest thereon shall be paid until such
principal amount is paid in full at such interest rates and at such times, and pursuant to such
calculations, as are specified in the Credit Agreement. The terms of the Credit Agreement are
hereby incorporated herein by reference. Each Borrower shall be jointly and severally liable for
payments of the indebtedness evidenced hereby.



     If any payment on this Term Note becomes due and payable on a day other than a Business Day,
the payment thereof shall be extended to the next succeeding Business Day and, with respect to
payments of principal, interest thereon shall be payable at the then applicable rate during such
extension.



     Upon and after the occurrence of any Event of Default, this Term Note may, as provided in the
Credit Agreement, and without presentment, demand, protest, notice of intent to accelerate, notice
of acceleration or other legal requirement of any kind (all of which are hereby expressly waived by
Borrowers), be declared, and immediately shall become, due and payable.



     Time is of the essence of this Term Note.



     Except as provided in the Credit Agreement, this Term Note may not be assigned by Lender to
any Person.



     THIS TERM NOTE SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL
LAWS OF THE STATE OF GEORGIA WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.



Borrowers:




BROOKSIDE TECHNOLOGY PARTNERS, INC.




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	 	Borrowers:



BROOKSIDE TECHNOLOGY PARTNERS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	Michael Nole 	 
	 	 	Title:  	CEO 	 
	 
	 	U.S. VOICE & DATA, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	Michael Nole 	 
	 	 	Title:  	Managing Member 	 
	 
	 	STANDARD TEL ACQUISITIONS, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	Michael Nole 	 
	 	 	Title:  	Managing Member 	 
	 
	 	TRANS-WEST NETWORK SOLUTIONS, INC.

d/b/a STANDARD TEL

 	 
	 	By:  	 	 
	 	 	Name:  	Michael Nole 	 
	 	 	Title:  	CEO 	 
	 
	 	STANDARD TEL NETWORKS, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	Michael Nole 	 
	 	 	Title:  	Managing Member 	 
	 




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