Exhibit 10.1.3THIS NOTE HAS NOT BEEN REGISTERED, QUALIFIED, APPROVED OR DISAPPROVED UNDER THE SECURITIES ACTOF 1933 OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPTPURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWSOR AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS AND NEITHERTHE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER FEDERAL OR STATE REGULATORYAUTHORITY HAS PASSED ON OR ENDORSED THE MERITS OF THIS NOTE.TRINSIC, INC. (f/k/a Z-TEL TECHNOLOGIES, INC.)AMENDED AND RESTATED SENIOR UNSECURED PROMISSORY NOTEUp to $20,000,000 August 24, 2004          FOR VALUE RECEIVED, the undersigned, TRINSIC, INC. (f/k/a Z-TEL TECHNOLOGIES, INC.), aDelaware corporation (the “Company”), promises to pay on March 31, 2006 (as such date maybe extended in accordance with Section 3, the “Maturity Date”) to the order of THE 1818FUND III, L.P. (the “Fund”) or its assigns an amount (the “Full Repayment Amount”)equal to the sum of (a) the principal amount of the Initial Loan on the date hereof of FIVE MILLIONDOLLARS ($5,000,000) and the principal amount of any Additional Loan as shall be borrowed by theCompany from time to time under the Credit Agreement (defined below) (such sum as reduced pursuantto Section 7, the “Principal Amount”), plus (b) all accrued and unpaid interest,plus (c) a premium in an amount equal to four and one-half percent (4.5%) of the PrincipalAmount of all loans advanced to the Company (such amount as reduced pursuant to Section 7, the“Premium Amount”). The Full Repayment Amount shall be paid in whole, but not in part, incash by wire transfer of immediately available funds to an account designated in writing prior tothe Maturity Date by the holder of this Note. The Company hereby authorizes the holder of thisNote to endorse on Annex A hereto the amount of each Loan made to the Company under thisNote and all reductions pursuant to Section 7, which endorsements shall, in the absence of manifesterror, be conclusive as to the outstanding Principal Amount; provided, however,that the failure to make such notation with respect to any such Loan or reduction shall not limitor otherwise affect the obligations of the Company under the Credit Agreement or this Note.          1. Standby Credit Facility Agreement. This Senior Unsecured Promissory Note (this“Note”) is issued pursuant to the Standby Credit Facility Agreement, dated August 24, 2004,by and between the Company and the Fund (as amended from time to time, the “CreditAgreement”) and the holder of this Note is entitled to the benefits of this Note and the CreditAgreement and may enforce the agreements contained herein and therein and exercise the remediesprovided hereby and thereby or that are otherwise available hereto or thereto.

 

2          2. Interest. The Company promises to pay interest on the Principal Amount of this Note atthe rate of 9.95% per annum. If the Maturity Date shall be extended pursuant to Section 3, theCompany promises to pay interest on the Principal Amount of this Note, from and after April 1,2006, at the rate of 8.95% per annum. Interest shall be payable as set forth below.          The Company shall pay accrued interest quarterly in arrears on the last day of October,January, April and July and on the Maturity Date or, if any such date shall not be a Business Day,on the preceding Business Day to occur before such date (each date upon which interest shall be sopayable, an “Interest Payment Date”). On each Interest Payment Date, the Company shall paythe total amount of interest due on such Interest Payment Date in cash by wire transfer ofimmediately available funds to an account designated in writing by the holder of this Note.Interest on this Note shall accrue daily from the date of issuance until repayment of the PrincipalAmount and payment of Premium Amount and of all accrued interest in full. Accrued interest shallbe calculated from and including the first day of any period to but excluding the date of payment.Interest shall be computed on the basis of a 360-day year of twelve 30-day months. Notwithstandingthe foregoing provisions of this Section 2, but subject to applicable law, any overdue principal orPremium Amount of, and overdue interest on, this Note shall bear interest, payable on demand inimmediately available funds, for each day from the date payment of principal, Premium Amount orinterest was due to the date of actual payment, at the then current rate of interest plus 2.0% perannum, and, upon and during the continuance of an Event of Default, this Note shall bear interest,from the date of the occurrence of such Event of Default until such Event of Default is cured orwaived, payable on demand in immediately available funds, at the then current rate of interest plus2.0% per annum. Subject to applicable law, any interest that shall accrue on overdue interest onthis Note as provided in the preceding sentence and shall not have been paid in full on or beforethe next Interest Payment Date to occur after the Interest Payment Date on which the overdueinterest became due and payable shall itself be deemed to be overdue interest on this Note to whichthe preceding sentence shall apply. In no event whatsoever shall interest charged hereunder,however such interest may be characterized or computed, exceed the highest rate permissible underany law which a court of competent jurisdiction shall, in a final determination, deem applicablehereto. In the event that such a court determines that the holder of this Note has receivedinterest hereunder in excess of the highest rate applicable hereto, such excess interest shall, atthe Company’s option and to the extent permitted by law, (a) be applied as a credit against theoutstanding principal balance hereof or accrued and unpaid interest hereon, (b) refunded to theCompany or (c) any combination of the foregoing.          3. Extension of Maturity Date. Subject to Sections 5 and 6, as applicable, the Companyshall pay the holder of this Note the Full Repayment Amount on March 31, 2006; provided,however, that the Company may, at its option, extend the maturity date from March 31, 2006to August 30, 2006 if the following conditions have been satisfied: (a) all reported trades in theCommon Stock during the months of June 2005 and July 2005 are in excess of $5.00 per share (subjectto equitable adjustment for any stock dividend, stock split, combination, reorganization,recapitalization or

 

3similar event involving a change in the Common Stock), (b) not more thanforty-five (45) days and not less than thirty (30) days before the then effective Maturity Date theCompany shall have requested of the holder of this Note in writing that the Maturity Date beextended pursuant to this Section 3 subject to the satisfaction of the conditions set forth hereinand (c) on the then effective Maturity Date (i.e., March 31, 2006), the Company shall deliver tothe holder of this Note a certificate to the effect that (i) the conditions set forth in clauses(a) and (b) above have been satisfied and (ii) no default under this Note or the Credit Agreementnor any Event of Default exists on such date.          4. Use of Proceeds. The Company shall use the proceeds from the Initial Loan for generalcorporate purposes and the proceeds from each Additional Loan to pay for Capital Expenditures (andcapitalized salaries relating thereto) relating substantially to the establishment of the Company’splanned network.          5. Mandatory Redemption Upon a Note Change of Control.               5.1. Mandatory Redemption. In the event of any Note Change of Control of the Company, theCompany shall pay to the holder of this Note an amount (the “Mandatory Redemption Amount”)equal to the Full Repayment Amount as of the Mandatory Redemption Date. The Mandatory RedemptionAmount shall be in whole, but not in part, in cash by wire transfer of immediately available fundsto an account designated in writing prior to the Mandatory Redemption Date by the holder of thisNote.               5.2. Notice. Notice of a Note Change of Control (the “Mandatory Redemption Notice”)shall be delivered at least 10 Business Days prior to the occurrence of a Note Change of Control tothe holder of this Note at such holder’s address as it appears on the transfer books of theCompany. The date of payment of the Mandatory Redemption Amount (the “Mandatory RedemptionDate”) shall be fixed by the Company in the Mandatory Redemption Notice and shall be on orprior to the consummation of the Note Change of Control.               5.3. Procedure for Mandatory Redemption. On the Mandatory Redemption Date the holder of thisNote shall surrender this Note to the Company at the place designated by the Company. From andafter the Mandatory Redemption Date (a) this Note shall no longer be deemed outstanding, (b) theright to receive interest on this Note shall cease to accrue, (c) all rights of the holder of thisNote shall cease and terminate, excepting only the right to receive the Mandatory Redemption Amounttherefor; provided, however, that if the Company shall default in the payment ofthe Mandatory Redemption Amount, this Note shall thereafter be deemed to be outstanding and theholder hereof shall have all of the rights provided in this Note until such time as such default shall no longer be continuing.          6. Optional Redemption at Election of Company.               6.1. Optional Redemption. The Company shall have the right, at any time at its sole optionand election, to redeem this Note in whole, but not in part (the “Optional Redemption”), ata price (the “Optional Redemption Price”) equal to the

 

4Full Repayment Amount as of the Optional Redemption Date. The Optional Redemption Price shall be paid in cash by wire transfer ofimmediately available funds to an account designated in writing prior to the Optional RedemptionDate by the holder of this Note.               6.2. Notice. Notice of an Optional Redemption (the “Optional Redemption Notice”)shall be delivered at least 10 Business Days prior to the date of payment of the OptionalRedemption Price (the “Optional Redemption Date”) to the holder of this Note at suchholder’s address as it appears on the transfer books of the Company. The Optional Redemption Dateshall be fixed by the Company in the Optional Redemption Notice.               6.3. Procedure for Optional Redemption. On the Optional Redemption Date the holder of thisNote shall surrender this Note to the Company at the place designated by the Company. From andafter the Optional Redemption Date (a) this Note shall no longer be deemed outstanding, (b) theright to receive interest on this Note shall cease to accrue, (c) all rights of the holder of thisNote shall cease and terminate, excepting only the right to receive the Optional Redemption Pricetherefor; provided, however, that if the Company shall default in the payment ofthe Optional Redemption Price, this Note shall thereafter be deemed to be outstanding and theholder hereof shall have all of the rights provided in this Note until such time as such defaultshall no longer be continuing.          7. Pre-emptive Rights. If at any time the Company shall offer to sell any Securities toany Person (including, without limitation, the holders of the Company’s preferred stock(“Preferred Stock”) or Common Stock) (a “Securities Offering”), including, withoutlimitation, in connection with a negotiated conversion or exchange of its Preferred Stock butexcluding shares of Common Stock issued for the exercise of any Preferred Stock or options of theCompany in accordance with their respective terms on the date of initial issuance, the holder ofthis Note shall have the right (in addition to any other rights of the holder of this Note, if any,as a holder of Preferred Stock, Common Stock or other Securities of the Company), at its option, to(a) purchase a number of any such offered Securities of the Company (“Offered Securities”)up to the number of Offered Securities purchasable on the date of payment for such OfferedSecurities for an amount equal to the sum of (i) $20,900,000 plus (ii) the amount of anyaccrued and unpaid interest under this Note as of such date and (b) use this Note, up to the FullRepayment Amount as of the date of payment for Offered Securities and in lieu of cash, to purchaseany such Offered Securities. The right of the holder of this Note to purchase the OfferedSecurities under this Section 7 shall be conditioned upon (i) the receipt of all consents,exemptions, authorizations, or other actions by, or notices to, or filings with, GovernmentalAuthorities and other Persons necessary or required in connection with the purchase of the Offered Securities by the Fund and (ii) the receipt of theapproval of the Company’s stockholders to the extent required under the NASD rules. Any suchpurchase of Offered Securities shall be at the most favorable price and on the most favorable termsoffered to any other Person. Upon the consummation of any purchase of Offered Securities by theholder of this Note in accordance with clause (b) of this Section 7, the Full Repayment Amount(beginning, first, with the Premium Amount, second, with any accrued and unpaid interest and,third, with the Principal Amount) of this Note shall be

 

5reduced dollar-for-dollar for any portionof the Full Repayment Amount used by the holder of this Note to purchase any such OfferedSecurities.          8. Affirmative Covenants. In addition to the covenants and agreements contained in theCredit Agreement, the Company hereby covenants and agrees with the holder of this Note and itsassigns as follows:               8.1. Financial Statements. The Company shall deliver to the holder of this Note within onehundred twenty (120) days following the close of each fiscal year, the Company’s audited financialstatements, certified by a recognized firm of certified public accountants acceptable to the holderof this Note as having been prepared in accordance with GAAP and as presenting fairly the financialcondition of the Company as of the date thereof and for the period then ended (and including amanagement letter to the Company from such accountants, if prepared by such accountants at theCompany’s request, to be delivered not later than thirty (30) days thereafter). The Company shalldeliver to the holder of this Note: (a) within forty-five (45) days following the close of eachfiscal quarter, reasonably detailed quarterly financial statements (other than the last fiscalquarter of the fiscal year), including income statement, balance sheet, and statement of cash flow,prepared in accordance with GAAP (subject to the absence of notes and to annual audit adjustment),certified by the Chief Executive Officer or Chief Financial Officer or other authorized individualof the Company as presenting fairly the financial condition of the Company as of the date thereofand for the period then ended, (b) at least thirty (30) days prior to the end of the Company’sfiscal year an annual operating budget showing a projected income statement, balance sheet and cashflows as of each fiscal quarter’s end for the forthcoming fiscal year, (c) within thirty (30) daysof the end of each calendar month, reasonably detailed monthly financial statements, includingincome statement, balance sheet, and statement of cash flow, prepared in accordance with GAAP(subject to the absence of notes and to annual audit adjustment and to any other materialdeviations from GAAP expressly noted therein), certified by the Chief Executive Officer or ChiefFinancial Officer or other authorized individual of the Company as presenting fairly the financialcondition of the Company as of the date thereof and for the period then ended, (d) daily onlineaccess to (i) cash balances, (ii) cash receipts, (iii) cash disbursements, (iv) changes inborrowing levels under existing borrowings and (v) daily changes in line accounts by category and(e) such other financial information as the holder of this Note shall reasonably request.               8.2. Books and Records. Each Company Group Member shall, and the Company shall cause eachCompany Group Member to, keep accurate and complete records of its assets, leases, agreements andother properties and shall, at reasonable times and uponreasonable notice, permit the holder of this Note to (a) visit the its business locations atintervals to be determined by the holder of this Note; and (b) inspect, audit and make extractsfrom or copies of its books, records, journals, receipts, computer tapes and disks. The partiesexpressly acknowledge and agree that notice of twenty-four (24) hours or more shall be reasonablein the event the Company is not in default of any of its obligations under this Note or the CreditAgreement (collectively, the “Debt Obligations”) at the time such inspection is requested,and that prior notice shall not be required in the event the Company is in default under any of the

 

6Note at the time any such inspection is requested. All Governmental Authorities are authorized tofurnish the holder of this Note with copies of reports of examinations of any Company Group Membermade by such Governmental Authorities.               8.3. Payments. The Company shall punctually pay the interest, the Principal Amount, thePremium Amount and any other payments or liabilities due under this Note in the manner specified inthis Note.               8.4. Holder Approvals.                    (a) If either (i) the EBITDA of the Company Group for the last completed fiscal quarter isless than $4,000,000 or (ii) the average daily unrestricted cash balances of the Company Group forthe last completed fiscal quarter are less than $15,000,000, the Company shall not, and the Companyshall cause each Company Group Member not to, make any Capital Expenditures in the next fiscalquarter if the amount of all Capital Expenditures in such fiscal quarter will exceed $1,000,000unless the type and amount of any such Capital Expenditure (to the extent the Capital Expendituresexceed $1,000,000) is approved in advance by the holder of this Note. The Company shall deliver tothe holder of this Note at least thirty (30) days prior to the end of each fiscal quarter a list inthe form of Annex B hereto, which list shall be reasonably acceptable to and approved bythe holder of this Note, of all projected Capital Expenditures for the next succeeding fiscalquarter. The Company will promptly deliver to the holder of this Note any material revisions tothe Capital Expenditures list; provided, however that unless and until the holderapproves any such revisions, the Company shall comply with this Section on the basis of the listpreviously delivered to and approved by the holder. Each Capital Expenditure made by the CompanyGroup in any fiscal quarter shall be in material compliance with any Capital Expenditures listapproved by the holder of this Note under this Section 8.4(a); provided that in no event shall theCapital Expenditures made by the Company Group in any fiscal quarter exceed the aggregate amount ofCapital Expenditures projected to be made in such fiscal quarter as set forth on the CapitalExpenditures list with respect to such fiscal quarter approved by the holder of this Note. TheCompany and the Fund hereby agree that the Capital Expenditures for the fiscal quarter ending onSeptember 30, 2004 that are set forth on Schedule 3.21 to the Company Disclosure Letter areapproved for purposes of this Section 8.4(a).                    (b) If either (i) the EBITDA of the Company Group for the preceding four consecutive fiscalquarters is less than $20,000,000 or (ii) the average daily unrestricted cash balances of theCompany Group for the preceding six months is less than $25,000,000, the Company shall consult with the holder of this Note, and provide theholder of this Note with such information as such holder shall reasonably request, prior to takingany action to implement any geographic or product expansions involving, individually or in theaggregate, a material increase in the Company’s operating costs.

 

7               8.5. Notice of Event of Default. The Company shall promptly, upon the Company’s acquiringknowledge thereof, give written notice to the holder of this Note of the occurrence of any Event ofDefault.               8.6. Compliance with Laws and Taxes. Each Company Group Member shall, and the Company shallcause each Company Group Member to, comply in all material respects with all Applicable Laws. EachCompany Group Member shall, and the Company shall cause each Company Group Member to, deliverpromptly to the holder of this Note, upon request, an executed copy of any document filed orsubmitted to any Governmental Authority pursuant to Applicable Laws, each copy certified by theCompany to be a true and correct copy thereof. Each Company Group Member shall, and the Companyshall cause each Company Group Member to, pay all real and personal property taxes, assessments andcharges, and all franchise, income, unemployment, social security, withholding, sales and all othertaxes assessed against it or its assets, at such times and in such manner so as to avoid anypenalty from accruing against it or any other Company Group Member or any Lien from attaching toits assets or the assets of any other Company Group Member; provided, however, thatno Company Group Member shall be required to pay any such tax, assessment, or charge so long as thevalidity thereof shall be actively contested in good faith by appropriate proceedings, the amountof such taxes, assessments or charges in dispute do not exceed the sum of $100,000 in the aggregateat any time, such Company Group Member shall have set aside on its books adequate reserves, whichreserves shall be derived from sources other than directly from the holder of this Note, and theCompany shall have reported the same pursuant to a certificate delivered to, and reviewed andapproved by, the holder of this Note; but providedfurther that each Company GroupMember shall, and the Company shall cause each Company Group Member to, pay any such tax,assessment, or charge forthwith upon the commencement of proceedings to foreclose any Lien securingthe same. Each Company Group Member shall, and the Company shall cause each Company Group Memberto, deliver promptly to the holder of this Note, upon request, receipted bills evidencing paymentof such taxes and assessments.               8.7. Regulatory Approvals and Notices. The Company, with the cooperation of the holder ofthis Note, shall file, and shall cause each applicable Company Group Member to file, any and all:(a) applications required by any state public utility commission seeking approval for the provisionof guarantee by any such Company Group Member that is a party to the Subsidiary Guaranty, withinfourteen (14) Business Days of the date of this Note, and shall diligently seek, and shall causeeach applicable Subsidiary to seek diligently, to obtain the approval of such applications; and (b)notifications required by any state public utility commission with respect to the provision of theguaranties by any Subsidiary that is a party to the Subsidiary Guaranty, within fourteen (14)Business Days of the date of this Note.               8.8. Governmental Authorization; Stockholder Approval. The Company, with thecooperation of the holder of this Note, shall take all necessary actions required to obtain (a) anyapproval, consent, exemption, authorization, or other action by, or give any notice to, or make anyfiling with, any Governmental Authority or any other Person, and (b) any approval of the Company’sstockholders that is required, in each case

 

8in connection with the Fund’s purchase of Offered Securities pursuant to Section 7 hereof.               8.9. Further Assurances. Each Company Group Member shall promptly, and the Company shallcause each Company Group Member promptly to, execute and deliver upon request by the holder of thisNote and at the Company’s expense, such additional documents, instruments and agreements as theholder of this Note may reasonably determine to be necessary to (a) carry out the provisions ofthis Note and the Credit Agreement and the transactions and actions contemplated hereby and therebyand (b) to evidence the Company’s obligations hereunder.          9. Negative Covenants. In addition to any covenants and agreements contained in the CreditAgreement, for so long as this Note remains outstanding, the Company hereby covenants and agreeswith the holder of this Note and its assigns as follows:               9.1. Indebtedness. No Company Group Member shall, and the Company shall cause each CompanyGroup Member not to, directly or indirectly, create, incur, assume or suffer to exist anyIndebtedness, except (a) Indebtedness under this Note, (b) Indebtedness in respect of capitalleases and purchase money obligations for fixed or capital assets in an aggregate amount not toexceed $20,000,000, (c) accounts and taxes payable incurred in the ordinary course of business, (d)Indebtedness that (i) is fully subordinated to this Note pursuant to a subordination agreementsatisfactory to the holder of this Note in its sole judgment and discretion and (ii) requires noprincipal repayment until at least six (6) months after August 30, 2006 and (e) Preferred Stock ofthe Company currently outstanding or amended with the approval of the holder of this Note.               9.2. Liens. No Company Group Member shall, and the Company shall cause each Company GroupMember not to, directly or indirectly, create, incur, assume or suffer to exist, any Lien on anyasset, lease, agreement or other property now owned or hereafter acquired by it (including, withoutlimitation, any real property), except (a) Liens for taxes not yet due; provided thatadequate reserves with respect thereto are maintained on the books of the Company and/or itsSubsidiaries in conformity with GAAP, (b) carriers’, warehousemen’s, landlords’, mechanics’,materialmen’s, repairmen’s or other similar Liens arising in the ordinary course of business,provided such Liens are immediately discharged in the event that steps are instituted to enforcesuch Liens unless the underlying obligations are being contested in good faith by appropriateproceedings with adequate reserves therefor in accordance with GAAP, (c) Liens for capital leasesand purchase money obligations permitted under Section 9.1(b) and (d) encumbrances consisting ofzoning restrictions, easements, licenses or other restrictions on the use of real property;provided, however, that such items do not materially impair the use of suchproperty for the purposes intended. Notwithstanding the foregoing, no Company GroupMember shall, and the Company shall cause each Company Group Member not to, directly or indirectly,create, incur, assume or suffer to exist, any Lien on any capital stock or other equity interest oron any debt securities of the Company’s Subsidiaries.

 

9               9.3. Restricted Payments. No Company Group Member shall, and the Company shall cause eachCompany Group Member not to, directly or indirectly, declare or make, or incur any obligation(contingent or otherwise) to declare or make (a) any dividend payments or other distributions onthe Company’s capital stock, including, without limitation, the Common Stock and Preferred Stock,(b) any payment on account of the purchase, redemption, defeasance, sinking fund or otherretirement of the Company’s or any of its Subsidiaries’ capital stock or any other payment ordistribution made in respect thereof, either directly or indirectly, (c) any payment made toredeem, purchase, repurchase or retire, or to obtain the surrender of, any outstanding warrants,options or other rights to acquire capital stock of the Company or any of its Subsidiaries now orhereafter outstanding, (d) any payment of a claim for the rescission of the purchase or sale of, orfor material damages arising from the purchase or sale of, any shares of the Company’s or itsSubsidiaries’ capital stock or of a claim for reimbursement, indemnification or contributionarising out of or related to any such claim for damages or rescission, (e) any payment, loan,contribution, or other transfer of funds or other property to any stockholder of the Company or anyof its Subsidiaries other than payment of compensation in the ordinary course of business tostockholders who are employees of the Company or any of its respective Subsidiaries and (f) anypayment of management fees (or other fees of a similar nature) by the Company or any of itsSubsidiaries to any stockholder of the Company or any of its Subsidiaries or Affiliates;provided, however, that the foregoing shall not restrict dividends, rents,royalties and distributions by Subsidiaries of the Company paid to the Company.               9.4. Disposition of Assets. No Company Group Member shall, and the Company shall cause eachCompany Group Member not to, sell, consign, lease or remove from their respective businesslocations any of its assets except that, until the holder of this Note gives the Company notice tothe contrary during the existence of any Event of Default, each Company Group Member may (a) sellInventory in the ordinary course of its business (any sale or exchange of Inventory in satisfactionof indebtedness of any Company Group Member shall not be deemed a sale of Inventory in the ordinarycourse of business); (b) sell or dispose of obsolete assets which such Company Group Member hasdetermined, in good faith, not to be useful in the conduct of its business and which, in any fiscalyear, do not have an aggregate fair market value in excess of $100,000; (c) sell or dispose ofobsolete assets which such Company Group Member has determined, in good faith, not to be useful inthe conduct of its business; and (d) sell or dispose of accounts in the course of collection in theordinary course of business.               9.5. Investments. No Company Group Member shall, and the Company shall cause each CompanyGroup Member not to, make any Investment other than Permitted Investments and securities receivedin exchange for Permitted Investments pursuant to bankruptcy or insolvency proceedings of theissuer of such Permitted Investments.               9.6. Mergers; Consolidations; Acquisitions. No Company Group Member shall, and the Companyshall cause each Company Group Member not to, (a) merge or consolidate with any other Person,except that the Company or any other Company Group Member may merge or consolidate with anotherPerson with the prior

 

10written consent of the holder of this Note, nor (b) acquire all or anysubstantial part of the properties and assets or Securities of any Person (other than from theCompany or a Subsidiary), except that the Company or other Company Group Member may acquire suchproperty of any other Person with the prior written consent of the holder of this Note.               9.7. Affiliate Transactions. No Company Group Member shall, and the Company shall cause eachCompany Group Member not to, enter into or be a party to any agreement or transaction with anyAffiliate (including, without limitation, the transfer of any assets to any such Affiliate) except(a) in the ordinary course of such Company Group Member’s business and upon fair and reasonableterms that are no less favorable to such Company Group Member, as the case may be, than such Personwould obtain in a comparable arms’-length transaction with a Person not an Affiliate of theCompany, and on terms consistent with the business relationship of such Company Group Member andsuch Affiliate prior to the date of this Note, if any, and fully disclosed to the holder of thisNote, (b) transactions in the ordinary course of such Company Group Member’s business for theprovision or receipt of services of an administrative, support, or other similar nature and (c)transactions solely between the Company and its Subsidiaries or between two or more Subsidiaries.               9.8. Liquidation. Upon a liquidation, dissolution or winding-up of any Company Group Member,no Company Group Member shall, and the Company shall cause each Company Group Member not to,directly or indirectly, declare or make, or incur any obligation (contingent or otherwise) todeclare or make, any distribution or other payment to any holder of the Company’s capital stock,including, without limitation, the Common Stock and any Preferred Stock of the Company currentlyoutstanding, until such time as the Full Repayment Amount is paid in full to the holder of thisNote in accordance with the terms hereof.               9.9. No Inconsistent Agreements. No Company Group Member shall, and the Company shall causeeach Company Group Member not to, enter into any loan or other agreement, or enter into anyamendment or other modification to any currently existing agreement, which by its terms restrictsor prohibits the ability of the Company to pay (a) the Full Repayment Amount in accordance withthis Note when due, (b) interest in cash on this Note in accordance with Section 2 when due or (c)the Mandatory Redemption Amount in accordance with Section 5 when due.          10. Events of Default. Any of the following shall constitute an “Event of Default”:               10.1. Non-Payment. The Company fails to pay (a) when and as required to be paid herein, anyamount of the Full Repayment Amount, the Mandatory Redemption Amount or the Optional RedemptionPrice, or (b) within five (5) Business Days after the same becomes due, any interest accrued onthis Note in accordance with Section 2; or

 

11               10.2. Certain Covenant Defaults. The Company fails to perform or observe any covenant oragreement contained in Sections 8.4 or 9; or               10.3. Other Defaults. The Company or any other Company Group Member fails to perform orobserve any other covenant or agreement (not specified in Section 10.1 or 10.2 above) contained inthis Note, the Credit Agreement or the Subsidiary Guaranty on the part of such Person to beperformed or observed and such failure continues for 30 days after notice or knowledge thereof; or               10.4. Representations and Warranties. Any representation, warranty, certification orstatement of fact made or deemed made by or on behalf of the Company in this Note, the CreditAgreement, any Borrowing Request or in any certificate or other document delivered pursuant heretoor thereto, shall be incorrect in any material respect when made or deemed made; or               10.5. Cross-Default; Cross Acceleration. The Company or any of its Subsidiaries (a) fails tomake any payment when due after giving effect to all grace periods, whether by scheduled maturity,required prepayment, acceleration, demand, or otherwise, in respect of any Indebtedness forborrowed money or guarantee (other than Indebtedness hereunder) having an aggregate principalamount (including undrawn committed or available amounts and including amounts owing to allcreditors under any combined or syndicated credit arrangement) of more than $1,000,000 or (b) aftergiving effect to all grace periods, fails to observe or perform any other agreement or conditionrelating to any such Indebtedness or guarantee or contained in any instrument or agreementevidencing, securing or relating thereto, or any other event occurs, the effect of which default orother event is to cause, such Indebtedness to be demanded or to become due or to be repurchased,prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay,defease or redeem such Indebtedness to be made, prior to its stated maturity, or such guarantee tobecome payable or cash collateral in respect thereof to be demanded; or               10.6. Insolvency Proceedings, Etc. The Company or any of its Subsidiaries institutes orconsents to the institution of any proceeding under any Debtor Relief Law, or makes an assignmentfor the benefit of creditors; or applies for or consents to the appointment of any receiver,trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all orany material part of its property; or any receiver, trustee, custodian, conservator, liquidator,rehabilitator or similar officer is appointed without the application or consent of such Person andthe appointment continues undischarged or unstayed for 60 calendar days; or any proceeding underany Debtor Relief Law relating to any such Person or to all or any material part of its property isinstituted without the consent of such Person and continues undismissed or unstayed for 60 calendardays, or an order for relief is entered in any such proceeding; or               10.7. Inability to Pay Debts; Attachment. (a) The Company or any of its Subsidiaries becomesunable or admits in writing its inability or fails generally to pay its debts as they become due,or (b) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any

 

12such Person and is not released, vacated or fully bonded within 30 days after its issue or levy; or               10.8. Judgments. There is entered against the Company or any of its Subsidiaries (a) one ormore final judgments or orders for the payment of money, or (b) one or more non-monetary finaljudgments, in each case, that have, or could reasonably be expected to have, individually or in theaggregate, a material adverse effect on the Condition of the Company, and, in either case to theextent not paid or otherwise covered by independent third-party insurance as to which the insurerdoes not dispute coverage; or               10.9. Invalidity of Note or Subsidiary Guaranty.                    (a) This Note, at any time after its execution and delivery and for any reason other than asexpressly permitted hereunder or satisfaction in full of all the Company’s obligations hereunder,ceases to be in full force and effect; or the Company or any other Person contests in any mannerthe validity or enforceability of this Note other than satisfaction in full of all the Company’sobligations hereunder; or the Company denies that it has any or further liability or obligationunder this Note, or purports to revoke, terminate or rescind this Note other than satisfaction infull of all its obligations hereunder.                    (b) The Subsidiary Guaranty, at any time after its execution and delivery and for any reasonother than as expressly permitted thereunder or satisfaction in full of all the obligationsthereunder, ceases to be in full force and effect; or the Company, any Subsidiary or any otherPerson contests in any manner the validity or enforceability of the Subsidiary Guaranty other thansatisfaction in full of all the obligations thereunder; or any Subsidiary denies that it has any orfurther liability or obligation under the Subsidiary Guaranty, or purports to revoke, terminate orrescind the Subsidiary Guaranty other than satisfaction in full of all the obligations thereunder.          11. Remedies Upon Event of Default.          If any Event of Default has occurred and is continuing, the holder of this Note may, uponwritten notice to the Company, except in the case of events described in Sections 10.6 and 10.7, inwhich case no notice shall be required:               (a) declare all or any portion of the Full Repayment Amount and all other amounts owing orpayable hereunder immediately due and payable, in cash, all without presentment, demand, protest orfurther act or notice of any kind, all of which are expressly waived by the Company; and               (b) exercise any and all rights and remedies available to the holder of this Noteunder this Note, the Credit Agreement, at law or in equity;provided, however, that upon the occurrence of an Event of Default specified inSections 10.6 or 10.7, the Full Repayment Amount and all other amounts as aforesaid shallautomatically become immediately due and payable, in cash, in each case without

 

13presentment, demand, protest or further act or notice of any kind, all of which are expresslywaived by the Company. No course of dealing, forbearance, indulgence, failure or delay on the partof the holder of this Note in exercising any right, power or remedy hereunder shall operate as awaiver thereof, nor as an acquiescence in any default. No single or partial exercise of any suchright, power or remedy shall preclude any other or further exercise thereof or the exercise of anyother right, power or remedy. No notice to or demand upon the Company shall entitle the Company toother or further notice or demand in similar or other circumstances. The remedies provided forherein are cumulative and are not exclusive of any other remedies that may be available to theholder of this Note pursuant to agreement, at law, in equity or otherwise.          12. Definitions. Capitalized terms not otherwise defined in this Note shall have themeanings ascribed to them in the Credit Agreement. As used in this Note, and unless the contextrequires a different meaning, the following terms have the meanings indicated:          “Affiliate” has the meaning ascribed to such term in Rule 12b-2 of the General Rulesand Regulations under the Exchange Act; provided, that for purposes of this Note no holderhereof shall be deemed an Affiliate of the Company.          “Applicable Laws” means all applicable provisions of constitutions, statutes, rules,regulations and orders of Governmental Authorities and orders and decrees of courts andarbitrators.          “Bankruptcy Code” means Title 11, U.S. Code or any other federal, state or foreign lawfor the relief of debtors, as any such laws may be amended from time to time.          “Business Day” means a day on which the commercial banks in New York City are open toconduct commercial banking business.          “Capital Expenditures” means the aggregate of all expenditures made and liabilitiesincurred that, in accordance with GAAP, are required to be included in or reflected by theproperty, plant, equipment or similar fixed assets accounts other than capitalized salaries relatedthereto.          “Capital Lease” means a lease that is required to be capitalized for financialreporting purposes in accordance with GAAP.          “Common Stock” means the common stock, par value $0.01 per share, of the Company.          “Company Group” means the Company and all of its Subsidiaries.          “Company Group Member” means any of member of the Company Group.

 

14          “Debtor Relief Laws” means the Bankruptcy Code of the United States, and all otherliquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium,rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of theUnited States or other applicable jurisdictions from time to time in effect and affecting therights of creditors generally.          “EBITDA” means, for any period, the sum of the amounts for such period of (a) NetIncome, (b) Interest Expense, (c) taxes imposed on or measured by income or excess profits (forsuch period and without regard to any prior periods), and (d) the amount of all depreciation andamortization allowances and other non-cash expenses of the Company and its Subsidiaries.          “ERISA” means the Employee Retirement Income Security Act of 1974, as in effect fromtime to time.          “GAAP” means generally accepted accounting principles in the United States set forthin the opinions and pronouncements of the Accounting Principles Board and the American Institute ofCertified Public Accountants and statements and pronouncements of the Financial AccountingStandards Board or such other principles as may be approved by a significant segment of theaccounting profession in the United States, that are applicable to the circumstances as of the dateof determination, consistently applied.          “Governmental Authority” means the government of any nation, state or other politicalsubdivision thereof, any entity exercising executive, legislative, judicial, regulatory oradministrative functions of or pertaining to government, and any corporation or other entity ownedor controlled, through stock or capital ownership or otherwise, by any of the foregoing.          “Indebtedness” means, as to any Person, all obligations, contingent and otherwise,which in accordance with GAAP should be classified upon such Person’s balance sheet as liabilities,but in any event including, without limitation, liabilities secured by Lien, existing on propertyowned or acquired by such Person whether or not the liability secured thereby shall have beenassumed, letters of credit open for account, obligations under acceptance facilities, capitalizedlease obligations and all obligations on account of guaranties, endorsements, all capital stockissued by such Person subject to mandatory redemption or subject to repurchase at the option of theholder and any other contingent obligations in respect of the Indebtedness of others whether or notreflected on such balance sheet or in a footnote thereto. The amount of any Indebtedness shall bedeemed to be an amount equal to the stated or determinable amount of such Indebtedness or, if notstated or determinable, the maximum reasonably anticipated liability in respect thereof.          “Interest Expense” means for any period as determined in conformity with GAAP, totalinterest expense, whether paid or accrued or due (including without limitation, in respect of theDebt Obligations and subordinated debt, if any) and payable,

 

15including without limitation, the interest component of Capital Lease obligations for suchperiod, all bank fees, and net costs under interest rate contracts.          “Internal Revenue Code” means the Internal Revenue Code of 1986, as in effect fromtime to time.          “Inventory” has the same meaning given to it in the UCC.          “Investment” means, with respect to any Person: (a) the acquisition or ownership bysuch Person of any share of capital stock, evidence of Indebtedness (which shall not include fundson deposit in demand deposit accounts) or other Security issued by any other Person, other thanstock or other Securities received in settlement or replacement in bankruptcy of a debt that wascreated in the ordinary course of business, (b) any loan, advance or extension of credit to, orcontribution to the capital of, any other Person, excluding advances to employees in the ordinarycourse of business for business expenses, (c) the obligations of any other Person that areguaranteed by such Person, (d) any other investment in any other Person, and (e) any commitment oroption to make any of the investments listed in clauses (a) through (d) above.          “Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement,encumbrance, claim, lien (statutory or other), charge, or preference, priority or other securityinterest or preferential arrangement of any kind or nature whatsoever (including any conditionalsale or other title retention agreement, and any financing lease having substantially the sameeconomic effect as any of the foregoing), in each case to secure any liability.          “NASD” means, the National Association of Securities Dealers.          “Net Income” means, as applied to any Person, the net income (or net loss) of suchPerson for the period in question after giving effect to deduction of or provision for alloperating expenses, all taxes and reserves (including reserves for deferred taxes) and all otherproper deductions, all determined in accordance with GAAP, provided that there shall be excluded:(a) the net income (or net loss) of any Person accrued prior to the date it becomes a Subsidiaryof, or is merged into or consolidated with, the Person whose Net Income is being determined or aSubsidiary of such Person, (b) the net income (or net loss) of any Person in which the Person whoseNet Income is being determined or any Subsidiary of such Person has an ownership interest, except,in the case of net income, to the extent that any such income has actually been received by suchPerson or such Subsidiary in the form of cash dividends or similar distributions, (c) anyrestoration of any contingency reserve, except to the extent that provision for such reserve wasmade out of income during such period, (d) any net gains or losses on the sale or otherdisposition, not in the ordinary course of business, of Investments, business units and othercapital assets, provided that there shall also be excluded any related charges for taxes thereon,(e) any net gain arising from the collection of the proceeds of any insurance policy, (f) anywrite-up of any asset, and (g) any other extraordinary item.

 

16          “Note Change of Control” of the Company shall mean such times as:               (i) Any Person or “group” (within the meaning of Section 13(d)(3) of the Exchange Act) otherthan the Fund is or becomes the beneficial owner, directly or indirectly, of outstanding shares ofstock of the Company entitling such Person or Persons to exercise 50% or more of the total votesentitled to be cast at a regular or special meeting, or by action by written consent, ofshareholders of the Company (the term “beneficial owner” shall be determined in accordance withRule 13d-3, promulgated by the Commission under the Exchange Act);               (ii) A majority of the Board of Directors of the Company shall consist of Persons other thanContinuing Directors. The term “Continuing Director” shall mean any member of the Board ofDirectors on the date of this Note and any other member of the Board of Directors who shall berecommended or elected to succeed or become a Continuing Director by a majority of ContinuingDirectors who are then members of the Board of Directors.               (iii) The stockholders of the Company shall have approved a recapitalization, reorganization,merger, consolidation or similar transaction, in each case with respect to which all orsubstantially all the Persons who were the respective beneficial owners, directly or indirectly, ofthe outstanding shares of capital stock of the Company immediately prior to such recapitalization,reorganization, merger, consolidation or similar transaction, will own less than 50% of thecombined voting power of the then outstanding shares of capital stock of the Company resulting fromsuch recapitalization, reorganization, merger, consolidation or similar transaction.               (iv) The stockholders of the Company shall have approved of the sale or other disposition of all orsubstantially all the assets of the Company in one transaction or in a series of relatedtransactions;               (v) Any transaction occurs, the result of which is that the Common Stock does not continue to beregistered under Section 12 of the Exchange Act and that the holders of Common Stock do not receivecommon stock of the Person surviving such transaction that is registered under Section 12 of theExchange Act; or               (vi) (1) Immediately after any merger, consolidation, recapitalization or similar transaction, D.Gregory Smith or a “group” (within the meaning of Section 13(d)(3) of the Exchange Act) shall bethe beneficial owners, directly or indirectly, of outstanding shares of capital stock of theCompany (or any Person surviving such transaction) entitling them collectively to exercise 50% ormore of the total voting power of shares of capital stock of the Company (or the surviving Personin such transaction) and (2) in connection with or as a result of such transaction, the Company (orsuch surviving Person) shall have incurred or issued additional indebtedness such that the totalindebtedness so incurred or issued equals at least 50% of the consideration payable in suchtransaction.

 

17          “Permitted Investments” means Investments of the Company in: (a) negotiablecertificates of deposit or time deposits issued by a state bank or by any United States bank ortrust company having capital, surplus and undivided profits in excess of $1,000,000; (b) any directobligation of the United States of America or any agency or instrumentality thereof which has aremaining maturity at the time of purchase of not more than one year and repurchase agreementsrelating to the same; (c) other than in the ordinary course of the Company’s business, advances orextensions of credit made by the Company not to exceed $100,000 in the aggregate outstanding at anytime; (d) Investments in existing Subsidiaries described on Schedule 1 hereto, and (e)Investments in new Subsidiaries which become parties to the Subsidiary Guaranty.          “Person” means any individual, firm, corporation, partnership, limited liabilitycompany, trust, incorporated or unincorporated association, joint venture, joint stock company,Governmental Authority or other entity of any kind, and shall include any successor (by merger orotherwise) or such entity.          “Plan” means any employee benefit plan as defined in Section 3(3) of ERISA in respectof which the Company or any of its Affiliates is, or within the immediately preceding six (6) yearswas, an “employer” as defined in Section 3(5) of ERISA.          “Security” has the same meaning given to it in Section 2(1) of the Securities Act.          “Subsidiary” means, (a) when used to determine the relationship of a Person to anotherPerson, a Person of which an aggregate of fifty percent (50%) or more of the stock of any class orclasses or fifty percent (50%) of more of other ownership interests is owned of record orbeneficially by such other Person, or by one or more Subsidiaries of such other Person, or by suchother Person and one or more Subsidiaries of such Person, (i) if the holders of such stock, orother ownership interests, (A) are ordinarily, in the absence of contingencies, entitled to votefor the election of a majority of the directors (or other individuals performing similar functions)of such Person, even though the right so to vote has been suspended by the happening of such acontingency, or (B) are entitled, as such holders, to vote for the election of a majority of thedirectors (or individuals performing similar functions) of such Person, whether or not the right soto vote exists by reason of the happening of a contingency, or (ii) in the case of such otherownership interests, if such ownership interests constitute a majority voting interest, and (b)when used with respect to a Plan, ERISA or a provision of the Internal Revenue Code pertaining toemployee benefit plans, any other corporation, trade or business (whether or not incorporated)which is under common control with Company and is treated as a single employer with Company underSection 414(b) or (c) of the Internal Revenue Code and the regulations thereunder.          “UCC” means the Uniform Commercial Code as in effect from time to time in the State ofNew York.

 

18               13. Exchange of Note; Assignment. At the option of the holder of this Note, this Note maybe exchanged for other Notes identical to this Note which collectively have an aggregate principalamount equal to the Full Repayment Amount on the date of such exchange, upon surrender of this Noteat the principal office of the Company. This Note and any other Notes for which this Note isexchanged may be assigned by the holder thereof without the consent of the Company.               14. Amendment. Amendments, modifications and waivers of the terms of this Note and allother Notes for which this Note is exchanged may be made only upon the prior written consent of theCompany and the holders of Notes representing at least 75% of the aggregate principal amount of allsuch Notes. No waiver shall extend to or affect any obligation not expressly waived or impair any right consequent thereon.               15. Waivers by the Company. The Company hereby waives presentment, notice of dishonor,protest and any other notice or formality with respect to this Note and agrees to remain bound forthe payment of principal, interest and all other sums due under this Note notwithstanding anychange or changes by way of release, surrender, exchange, modification or substitution of anysecurity for this Note or by way of any extension or extensions of time for the payment ofprincipal, interest or any other sum due hereunder.               16. Unconditional Obligations. The obligations to make the payments provided for in thisNote are absolute and unconditional and not subject to any defense, set-off, counterclaim,rescission, recoupment or adjustment whatsoever.               17. Expenses. On the date hereof, the Company shall reimburse the Fund for itsout-of-pocket expenses and the fees, disbursements and other charges of its counsel and anyconsultants incurred in connection with this Note and the transactions contemplated hereby. If theholder of this Note shall institute any action to enforce this Note or to collect of any portion ofthe Full Repayment Amount, there shall be immediately due and payable from the Company, in additionto the then unpaid portion of the Full Repayment Amount, all reasonable costs and expenses incurredby the holder of this Note in connection therewith, including reasonable attorneys’ fees anddisbursements.               18. Headings. The headings contained in this Note are for convenience of reference purposesonly and shall not affect in any way the meaning or interpretation of this Note.               19. Rules of Construction. Unless the context otherwise requires, “or” is not exclusive,and references to sections or subsections refer to sections or subsections of this Note.               20. Severability. Any provision of this Note which is prohibited or unenforceable in anyjurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition orunenforceability without invalidating the remaining provisions

 

19hereof, and any such prohibition orunenforceability in any jurisdiction shall not invalidate or render unenforceable such provision inany other jurisdiction.     21. GOVERNING LAW. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWSOF THE STATE OF NEW YORK WITHOUT REGARD FOR CHOICE OF LAW OR CONFLICT OF LAWS PRINCIPLES THAT WOULDCAUSE THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.     22. Jurisdiction.                    (a) Any action or proceeding against the Company relating in any way to this Note may bebrought and enforced in the courts of the State of New York or of the United States for theSouthern District of New York, and the Company, on behalf of itself and its Subsidiaries,irrevocably consents to the jurisdiction of each such court in respect of any such action orproceeding. The Company, on behalf of itself and its Subsidiaries, and the holder of this Noteeach irrevocably consents to the service of process in any such action or proceeding by the mailingof copies thereof by registered or certified mail, postage prepaid, return receipt requested, tosuch Person at the address for such Person set forth in Section 10.2 of the Credit Agreement orsuch other address such Person shall notify the other in writing. The foregoing shall not limitthe right of the holder of this Note or the Company to serve process in any other manner permittedby law or to bring any action or proceeding, or to obtain execution of any judgment, in any otherjurisdiction.                    (b) The Company, on behalf of itself and its Subsidiaries, hereby irrevocably waives anyobjection that it or its Subsidiaries may now or hereafter have to the laying of venue of anyaction or proceeding arising under or relating to this Note in any court located in the Borough ofManhattan, City and State of New York, or located in any other jurisdiction chosen by the holder ofthis Note in accordance with clause (a) of this Section. Each of the Company, on behalf of itselfand its Subsidiaries, and the holder of this Note hereby irrevocably waives any claim that a courtlocated in the Borough of Manhattan, City and State of New York is not a convenient forum for anysuch action or proceeding.                    (c) The Company, on behalf of itself and its Subsidiaries, hereby irrevocably waives, to thefullest extent permitted by applicable United States federal and state law, all immunity fromjurisdiction, service of process, attachment (both before and after judgment) and execution towhich it or its Subsidiaries might otherwise be entitled in any action or proceeding relating inany way to this Note in the courts of the State of New York, of the United States or of any othercountry or jurisdiction, and hereby waives any right it or its Subsidiaries might otherwise have toraise or claim or cause to be pleaded any such immunity at or in respect of any such action orproceeding.     23. WAIVER OF JURY TRIAL. THE COMPANY, ON BEHALF OF ITSELF AND ITS SUBSIDIARIES, AND THEHOLDER OF THIS NOTE HEREBY IRREVOCABLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL

 

20BY JURY IN RESPECT OF ANY ACTION BASED UPON, OR ARISING OUT OF THIS NOTE.[*Signature page follows on next page.*]

 

           IN WITNESS WHEREOF, the Company has caused this Note to be duly executed and delivered by itsproper and duly authorized officer as of the date first above written.       TRINSIC, INC.       By:         Name:   Title:Senior Unsecured Promissory Note of Z-Tel Telchnologies, Inc.

 

 **Annex A to****Senior Unsecured Promissory Note****Schedule of Loans and Principal Payments**       **Date Loan Made or** **Amount of Loan** **Amount of Principal** **Principal Amount****Reduced under Section 7** **Made** **Reduced under Section 7** **of Note**                                                                                                                                                                                                                                

 

 **Annex B to****Senior Unsecured Promissory Note****Form of List of Capital Expenditures**