Exhibit 99.3
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EXECUTION COPY
PROMISSORY NOTE AND SECURITY AGREEMENT
PROMISSORY NOTE
(THE "NOTE")
$36,750,000 New York, New York
December 28, 2005
FOR VALUE RECEIVED, the undersigned, VOLT DELTA RESOURCES, LLC. ("VoltDelta"), a
Nevada Limited Liability Company, hereby unconditionally, promises to pay to
Nortel Networks by wire transfer to the Nortel Account ((Capitalized terms used
herein but not defined shall have the meanings ascribed to such terms in the
Letter of Agreement executed by Nortel, VoltDelta and other parties thereto of
even date (the "Letter of Agreement")) on February 15, 2006 (the "Payment
Date"), in lawful money of the United States of America and in immediately
available funds, the principal amount of thirty six million seven hundred and
fifty thousand dollars ($36,750,000) (the "Principal Amount") without interest.
1. Interest Rate. From and after the occurrence and during the continuance of
any Event of Default (as defined below), interest shall accrue on the
Principal Amount at a per annum rate of eighteen percent (18%) and such
interest shall be calculated on the basis of a 360-day year consisting of
twelve 30-day months (hereinafter "Interest").
2. Events of Default. An "Event of Default" shall occur if VoltDelta defaults
in the payment of the Principal Amount when and to the extent the same
becomes due and payable but only if such default continues for a period of
ten (10) days.
3. Security Repayment. Payment of this Note is secured by the Nortel Networks
Membership Interest (the "Collateral"). Provided that by acceptance of this
Note, Nortel Networks and any transferee or assignee of this Note agrees
that unless and until there is an Event of Default it shall not file any
financing statements to perfect its security interest in the Collateral.
4. Remedies. Upon an Event of Default: (a) all sums owing under this Note
shall become immediately due and payable by VoltDelta or the guarantor of
this Note; (b) Nortel Networks, or any permitted transferee or assignee of
this Note (the "Holder"), shall be entitled to make any and all necessary
filings, including financing statements, with the appropriate government
entities to perfect its security interest in the Collateral and the Holder
shall hold the Collateral until such time as VoltDelta or its guarantor
pays the Holder all amounts due under this Note including any and all
Interest accrued thereon; and (c) upon the Holder receiving all payments
due under this Note, it shall promptly release all liens and make any
necessary filings to release any and all liens with the appropriate
government authorities. . Except for the provisions of the LOA at Sections
7 (Company Indemnification) and 8 (Attorneys' Fees), the remedies set out
in the
preceding paragraphs (a), (b) and (c) shall be Nortel Networks' sole and
exclusive remedy under this Note and the LOA, and Nortel Networks shall not
have any other rights of a secured creditor, including but not limited to
the right to sell the Collateral other than in accordance with Article IV
of the Members' Agreement.
5. Transfer of this Note.
a. Subject to the terms hereof and the delivery of the Certificates to
VoltDelta, Nortel Networks may not Transfer, sell or assign this Note,
except to one or more of its affiliates or a banking institution.
b. VoltDelta shall not delegate performance of its obligations under this
Note without the prior written consent of Nortel, which consent shall
not be unreasonably withheld.
6. Jurisdiction and Venue
This Note shall be construed in accordance with and governed by the law of
the State of New York, without regard to conflict of laws principles of New
York State law other than Section 5-1401 of the New York General
Obligations Law. The parties hereto (i) consent to submit themselves to the
personal jurisdiction of any state or federal court located in the City and
County of New York, State of New York with respect to any claim arising
from this Note and (ii) agree that it will not attempt to deny or defeat
such personal jurisdiction by motion or other request for leave from any
such court. The parties hereto irrevocably and unconditionally waive any
objection to the laying of venue of any such action in any such state or
federal court, and hereby further irrevocably and unconditionally waive and
agree not to plead or claim in any such court that any such action brought
in any such court has been brought in an inconvenient forum.
VOLT DELTA RESOURCES, LLC.
By: /s/ Ronald Kochman
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Name: Ronald Kochman
Title: Vice President
The undersigned hereby unconditionally and irrevocably guarantees full and
timely payment (and not merely collection) of the within Note by VOLT DELTA
RESOURCES, LLC
VOLT INFORMATION SCIENCES, INC.
By: /s/ Ronald Kochman
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Name: Ronald Kochman
Title: Vice President