NOTICE AND CERTIFICATION OF
NO ORAL AGREEMENTS
THIS NOTICE AND CERTIFICATION OF NO ORAL AGREEMENTS (this "Agreement")
is made by and among VALUE PARTNERS, LTD., a Texas Limited Partnership,
("Lender"), TELENATIONAL COMMUNICATIONS LIMITED PARTNERSHIP, a Nebraska Limited
Partnership, ("Telenational"), WorldPort Communications, Inc., a Delaware
Corporation ("WorldPort") and Telenational Communications, Inc., a Delaware
corporation and wholly owned subsidiary of WorldPort ("TCI" or "Subsidiary") as
of June 20, 1997 ( WorldPort and TCI shall be referred to herein as "Borrower").
Lender hereby gives the following notice to Borrower and Telenational,
and Borrower and Telenational hereby acknowledge and agree with such notice:
THE WRITTEN LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
FOR PURPOSES OF THIS NOTICE, THE WRITTEN LOAN DOCUMENTS ARE COMPRISED
OF THE FOLLOWING (all of which are dated as of June 20, 1997);
1. First Amended Loan Modification Agreement
2. Second Amended and Restated Senior Secured Promissory Note in
the principal sum of $850,000
3. First Amended Pledge and Security Agreement
4. Amendment to Financing Statement - State (and related documents)
5. Amendment to Financing Statement - County (and related documents)
6. Notice and Certification of No Oral Agreements
7. Resolutions By the Unanimous Written Consent of the Directors of
IMTS, Inc.
8. Resolutions By the Unanimous Written Consent of the General
Partner of Value Partners, Ltd.
9. Resolutions By the Unanimous Written Consent of Directors of
WorldPort
NOTICE AND CERTIFICATION OF NO ORAL AGREEMENTS PAGE 1
10. Resolutions By the Unanimous Written Consent of Directors of
Subsidiary
11. Security Interest Subordination Agreement
This Agreement may be executed in separate or multiple counterparts by
the parties, and all of such counterparts shall be considered as one and the
same instrument notwithstanding the fact that various counterparts are signed by
only one or more of the parties, and all of such Agreements shall be deemed but
one and the same Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement, as
of the date first above written.
LENDER:
VALUE PARTNERS, LTD.
By: ▇▇▇▇▇▇ ▇▇▇▇▇ Partners,
a Texas general partnership
General Partner
By: /s/▇▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇
Its: General Partner
OTHER PARTIES:
TELENATIONAL COMMUNICATIONS LIMITED PARTNERSHIP
By: IMTS, Inc.
----------------------------
General Partner
By: /s/▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
----------------------------
Its: President and CEO
BORROWERS:
WORLDPORT COMMUNICATIONS, INC.
NOTICE AND CERTIFICATION OF NO ORAL AGREEMENTS PAGE 2
By: /s/▇▇▇▇ ▇▇▇▇▇▇
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Its: President & C.E.O.
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TELENATIONAL COMMUNICATIONS, INC.
By: /s/▇▇▇▇ ▇▇▇▇▇▇
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Its: President & C.E.O.
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