Jeffrey C. Swank
300 E. Park Avenue
Tallahassee, FL 32301
Paul J. Shovlain
P.O. Box 15855
Tallahassee, FL 32317
Dear Jeff and PJ:
This letter is for the purpose of authorizing certain actions of
United Check Services, L.L.C., a Louisiana limited liability
company (“United”) in light of your obligations under
that certain Contribution Agreement (the “Contribution
Agreement”) dated July 14, 2004, between Riverbend
Telecom, Inc., a Nevada corporation (“Riverbend”),
Riverbend Holdings, Inc., a Colorado corporation that is a
subsidiary of Riverbend (“RiverbendSpin”), Leon
Nowalsky (“Nowalsky”) and yourselves as the equity
owners (the “United Members”) of United. All
capitalized terms not otherwise defined in this letter shall have
the meaning ascribed to such terms in the Contribution
Agreement.
The provisions of the Contribution Agreement generally provide, as
either a negative covenant or prohibited activity for the period
prior to the closing of the Contribution, that the United Members
have the obligation to cause United: (i) to carry on its business
in substantially the same manner as it has prior to the execution
of the Contribution Agreement; (i) to maintain its present debt
instruments and not to enter into new or amended debt instruments;
(iii) to not issue any securities of any kind; and (iv) t
