SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported) :
November 13, 1995
SHARED TECHNOLOGIES INC.
DELAWARE 0-17366 87-0424558
(State or other (Commission (I.R.S.
Employer
jurisdiction of File Number) Identification
No.
incorporation)
100 Great Meadow Road, Suite 104
Wethersfield, CT 06109
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code
(203-258-2400)
Total number of sequentially numbered paged in this
filing, including exhibits hereto: 130<PAGE>
Item 2. Acquisition or Disposition of Assets
On November 13, 1995, Shared Technologies Inc's (the
``Company'') cellular subsidiary, Shared Technologies
Cellular, Inc (``STC''), completed its acquisition of
certain assets of PTC Cellular, Inc (``PTCC'').
Although the transaction was consummated November 13,
1995, the effective date of the asset purchase was
retroactive to November 1, 1995. The purchase price
was $3,800,000, comprised of $300,000 in cash and
$1,200,000 in assumed accounts payable, a five-year
promissory note in the principal amount of $2,000,000
bearing interest at the rate of eight percent (8%) per
year, and the issuance of 100,000 shares of STC's
common stock, $.01 par value. STC used a portion of the
proceeds from its April 21, 1995 public offering for
the cash portion of the purchase price. Additionally,
the agreement allows for royalty payments in the amount
of three percent (3%) of revenue generated from certain
of the acquired assets, not to exceed an aggregate
royalty of $2,500,000. Also, STC has committed to PTCC
to obtain financing in the amount of $7,000,000 within
six months of the acquisition date.
Item 7. Financial Statements and Exhibits
(a)Financial statements of business acquired
(i)The required audited financial statements for the
periods ended December 31, 1994, December 31,1993 and
December 31, 1992 will be filed as soon as practicable
and, in any case, within 60 days of the date of the
filing of this Current Report on Form 8-K.
(ii)Unaudited balance sheet of PTC Cellular, Inc. as of
September 30, 1995, the related unaudited statements of
operations, and cash flows for the periods ended,
September 30, 1995 and September 30, 1994 will be filed
as soon as practicable and, in any case, within 60 days
of the date of the filling of this Current Report on
Form 8-K.
(b) Pro Forma financial information
The required pro forma financial information will be
filed as soon as practicable and, in any case, within
60 days of the date of the filing of the Current Report
on Form 8-K.
(c) Exhibits
Exhibit No. Description Page No.
10.1 Asset Purchase Agreement
dated November 13, 1995<PAGE>
and bill of sale. 4<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report
to be signed on its behalf by the undersigned hereunto
duly authorized.
Shared Technologies Inc.
By: /s/ Vincent DiVincenzo
_ _ _ _ _ _ _ _ _ _ _ _ _
Vincent DiVincenzo
Chief Financial Officer
Date: November 22, 1995<PAGE>
ASSET PURCHASE AGREEMENT
THIS AGREEMENT (the "Agreement") is made and entered
into the as of the 1st day of November, 1995, by and
among:
1. Peoples Telephone Company, Inc., a New York
corporation, with its principal executive offices
located at 2300 NW 89th Place, Miami, FL 31172 ("PTC")
and PTC Cellular, Inc., a Delaware corporation and a
wholly-owned subsidiary of PTC, with its principal
executive offices located at 2300 NW 89th Place, Miami,
FL 31172 ("Seller"); and
2. Shared Technologies Cellular, Inc., a Delaware
corporation, with its principal executive offices
located at 100 Great Meadow Road, Wethersfield, CT
06109 ("Buyer").
WHEREAS, Seller, is engaged in the business of
providing
cellular phone rentals to travelers and other customers
primarily at locations operated by car rental companies
(the "Business");
WHEREAS, Seller desires to sell, and Buyer desires to
acquire certain assets used in the Business in
consideration of the payment of the purchase price on
the terms and subject to the conditions contained in
this Agreement.
NOW, THEREFORE, in consideration of the premises and
the
mutual agreements and covenants hereinafter set forth,
Seller
and Buyer hereby agree as follows:
ARTICLE 1.DEFINITIONS
As used in this Agreement, the following terms have the
following meanings:
Affiliate: As to any person or entity who or which
controls, is controlled by, or is under common control
with, any party hereto. For purposes of this
Agreement, Seller and PTC are deemed to be Affiliates
of each other. For purposes of this Agreement,
licensees and franchisees of Buyer or of an affiliate
of Buyer are deemed not to be affiliates of Buyer,
except that in the event that the amount of Smart Phone
Revenue, as defined in Section 5.4, generated by such
licensees and franchisees of Buyer exceeds the amount
of Smart Phone Revenue generated by Buyer, then such<PAGE>
licensees and franchisees shall be deemed to be
Affiliates for purposes of this definition.
Closing: As defined in Section 6.1.
Closing Date: As defined in Section 6.1.
Code: The Internal Revenue Code of 1986, as amended,
and
regulations promulgated thereunder.
Employee Benefit Plans: Any plan maintained by Seller
for the benefit of its employees that is an "employee
pension benefit plan" or an "employee welfare benefits
plan" as those terms are defined in the Employee
Retirement Income Security Act of 1974, as amended.
Enforceable: A document or other obligation is
Enforceable if it can be enforced in accordance with
its terms (subject to (a) applicable bankruptcy,
reorganization, insolvency, fraudulent conveyance and
moratorium laws and other laws applicable generally to
creditors' rights from time to time in effect and (b)
judicial limitations on the remedy of specific
performance, injunctive relief and other equitable
remedies).
Exchange Act Filing: As defined in Section 7.2.4.
Lien: Any lien, encumbrance, mortgage, hypothecation,
equity, charge, restriction, possibility of reversion
or any other similar conflicting ownership or security
interest.
No Default: There is No Default under a document or
other
obligation if no occurrence or circumstance exists
which constitutes a material breach or default (or
which, by the lapse of time or giving of notice, would
constitute a material breach or default) with respect
thereto or thereunder. The phrase "Any Default," when
used in negative sentences, has the same meaning as "No
Default."
Permitted Liens:
(a) Liens for taxes, assessments and other governmental
charges, if such taxes, assessments and charges are
attributable to periods prior to the Closing Date, are
accrued in the ordinary course of the Business and that
are not due and payable on or before the Closing Date;
(b) artisans', mechanics', carriers', workers',
repairmen's, warehousemen's, materialmen's, judgment or<PAGE>
other like liens (inchoate or otherwise) for
obligations arising or incurred in the ordinary course
of business which are attributable to periods prior to
the Closing Date, and are not due and payable on or
before the Closing Date; or
(c) encumbrances not having separately or in the
aggregate any material adverse effect on the value or
intended use of the Acquired Assets or the operation of
the Business on or after the Closing Date;
(d) encumbrances consisting of zoning restrictions,
easements, or other restrictions on the use of real
property for the purposes intended; or
(e) Liens described on Schedule 1 attached hereto.
ARTICLE 2. PURCHASE AND SALE OF ASSETS
2.1 Acquired Assets. Except as expressly otherwise
stated herein and except as provided in Section 5.3,
subject to the terms and conditions of this Agreement,
on and as of the Closing Date (as defined in Section
6.1 hereof), Seller shall sell, transfer, assign and
delegate to Buyer, and Buyer shall purchase and assume
from Seller, all right, title and interest of Seller in
and to certain of the assets and goodwill of the Seller
used in the Business, as expressly described in
Sections 2.1.1 through 2.1.11 (collectively, the
"Acquired Assets"), but (i) subject to the Permitted
Liens, and (ii) excluding the Excluded Assets described
in Section 2.2. To the extent that Buyer does not
assume a particular asset or liability, then Buyer
shall not obtain any rights with respect to such asset
or liability.
2.1.1 All cellular telephone equipment set forth on
Schedule 2.1.1;
2.1.2 All computer equipment and software set forth on
Schedule 2.1.2;
2.1.3 All trademark and patent rights set forth on
Schedule 2.1.3.
2.1.4 All tools, supplies, furniture, fixtures,
leasehold improvements, inventory and all other
tangible personal property set forth on Schedule 2.1.4.
2.1.5 All rights of Seller under the leases,
leaseholds or rental agreements for all premises in or
from
which Seller conducts the Business set forth on
Schedule 2.1.5 hereto (the "Real Property Leases");<PAGE>
2.1.6 All rights of Seller under all leases of
personal property used in the Business set forth on
Schedule 2.1.6;
2.1.7 All licenses, permits, tariffs and other
authorizations (collectively, "Permits") of every name,
nature, and description necessary in and relating
exclusively to the operation of the Business set forth
on Schedule 2.1.7;
2.1.8 All rights of Seller in and under those certain
agreements with cellular communications carriers set
forth on Schedule 2.1.8;
2.1.9 All rights of Seller in and under those certain
agreements with car rental agencies as set forth on
Schedule 2.1.9;
2.1.10 All rights of Seller in and under such other
contracts set forth on Schedule 2.1.10;
2.1.11 Any claim or right against a third party to
the extent it relates solely to any Acquired Asset or
Assumed Liability accrued prior to the Closing Date;
and
2.1.12 All accounts receivable arising in connection
with the Business accruing on and after the Closing
Date.
2.2 Excluded Assets. Except as expressly otherwise
stated herein and except as provided in Section 5.3,
Buyer shall not acquire and Seller shall not sell,
transfer or assign to Buyer any of the other assets or
properties of Seller, including, without limitation,
any of the following rights, properties and assets (the
"Excluded Assets"):
2.2.1 All assets owned by any third party (except for
Seller's leasehold interest in those assets), including
without limitation any interest of any landlord in any
leasehold improvements.
2.2.2 All accounts receivable arising in connection
with the Business accruing prior to the Closing Date.
ARTICLE 3.ASSUMPTION OF LIABILITIES BY BUYER
3.1 Assumed Liabilities. Except as expressly otherwise
stated herein and except as provided in Section 5.3,
subject to the terms and conditions of this Agreement,
Buyer hereby fully assumes and agrees to pay, perform
and discharge when due all debts, obligations,<PAGE>
contracts and liabilities of Seller of any kind,
character, or nature, absolute or contingent, relating
to the Acquired Assets which arise or are to be
performed on or after the Closing Date (collectively,
the "Assumed Liabilities"), but not the Excluded
Liabilities described in Section 3.2.
3.2 Excluded Liabilities. Except as expressly
otherwise stated herein, and except as provided in
Section 5.3, Buyer shall not assume or be obligated
for, and Seller shall retain, pay, perform and
discharge, all of the following debts, contracts,
liabilities and obligations (the "Excluded
Liabilities"):
3.2.1 Liabilities of any kind or nature, absolute or
contingent which arise or are to be performed before
the Closing Date and which relate to the Business,
including, without limitation, those relating to the
Acquired Assets or the Assumed Liabilities.
3.2.2 Any and all liabilities and obligations of the
Seller related exclusively to the conduct of any
business other than the Business;
3.2.3 All liabilities and obligations of Seller for
taxes (federal, state or local) of any kind, which
arose before the Closing Date, including, without
limitation, property taxes (other than property taxes
relating to the Acquired Assets arising on or after the
Closing Date), franchise taxes, payroll taxes and taxes
based on the income or capital of Seller, including any
interest, fines or penalties thereon;
3.2.4 Any tax or other liabilities of Seller arising or
resulting from the consummation of the transactions
contemplated by the Agreement, including, without
limitation, liability for any sales taxes;
3.2.5 Employee benefits (including vacation and sick
pay) accruing prior to the Closing Date for the benefit
of any employee of Seller;
3.2.6 Any liabilities and expenses of Seller arising
out of or relating to this Agreement or the performance
of the transactions contemplated by this Agreement,
including without limitation, legal or accounting fees,
investment banking fees, any broker's commissions or
finder's fees, and any costs, expenses or liabilities
incurred by Seller to obtain the consent or approval of
any third party that is required in order for Seller to
enter into this Agreement and consummate the
transactions contemplated hereby, including without<PAGE>
limitation consents or approvals to the assignment of
leases or other contracts from Seller to Buyer;
3.2.7 Seller's obligations under any contract or
agreement of employment with any officer, director or
employee, to the extent that such contract or agreement
is not an Acquired Asset;
3.2.8 Seller's obligations with respect to any "related
party" (i.e., between or among Seller, PTC and their
Affiliates or any of them) accounts, debts or notes
payable and any "related party" cause of action or
other claim against Seller;
3.2.9 Liability for any severance pay or other
severance benefit paid or payable by Seller to any
employee of Seller who is terminated from employment
for any reason
before the Closing Date;
3.2.10 Any Employee Benefit Plans of Seller or any
liabilities of any kind or nature under or related to
such plans;
3.2.11 Any liability, cost or obligation of Seller on
account of or related to any activity of Seller
following the Closing Date other than such as may be
incurred on Buyer's behalf pursuant to specific prior
written authorization of Buyer, which shall not be
unreasonably withheld;
3.2.12 Any past, present or future costs, assessments,
fines, penalties or related contingencies assessed or
assessable under any environmental, labor, employee
safety, wage and hour or other statute, rule or
regulation, arising out of or relating to any
transaction, fact, event, act or omission, or any
obligations, arising prior to the Closing Date, of
Seller or any of its Affiliates or of any officers,
directors, shareholders or employees of Seller or any
of its Affiliates;
3.2.13 Any workers' compensation, contingent liability
or tort claims arising out of or relating to any
transaction, fact, event, act, omission or obligation
arising prior to the Closing Date, of Seller or any of
its Affiliates or of any officers, directors,
shareholders or employees of Seller or any of its
Affiliates; and
3.2.14 Any claims, liabilities or contingencies
relating to any past or present litigation, labor
dispute, governmental investigation or administrative<PAGE>
proceeding against or affecting Seller or any of its
Affiliates.
ARTICLE 4. CONSENTS TO ASSIGNMENT
4.1 No Assignment Without Consent. To the extent that
the conveyance, assignment, sublease or delegation by
Seller to Buyer of any of the Acquired Assets or the
assumption of any Assumed Liability by Buyer shall
require the consent or approval of any third party,
this Agreement shall not constitute a conveyance,
assignment, sublease, delegation or assumption thereof
if such attempted conveyance, assignment, sublease,
delegation or assumption would constitute a breach
thereof.
4.2 Performance, Enjoyment by Buyer. The parties
acknowledge that all of the consents and approvals of
third parties called for hereunder have not and will
not be obtained or available by the Closing Date. On
and after the Closing Date and until the required
consents or approvals of third parties with respect to
the conveyance, assignment or sublease by Seller to
Buyer of any of the Acquired Assets or to the
assumption of any Assumed Liability by Buyer shall have
been obtained, Buyer, as Seller's agent, shall perform
or discharge all of Seller's liabilities,
responsibilities, obligations and commitments which
arise on and after the Closing Date, and shall enjoy
all of Seller's rights, benefits and entitlements,
under same. Following the Closing, and for a period of
six (6) months, Seller shall continue to use its
reasonable best efforts at its cost and expense to
obtain the following, as reasonably required by Buyer.
After such six (6) month period, Seller shall continue
to provide its reasonable efforts therefor, except that
Buyer shall reimburse Seller for its reasonable costs
and expenses thereby incurred:
(i) any necessary consent or approval of:
(a) any landlord or overlandlord in connection with
any of the Real Property Leases;
(b) any governmental body or agency or instrumentality
thereof; and
(c) any other person whose consent or approval is
required as a condition to the consummation by Seller
of the
transactions contemplated hereby.
ARTICLE 5. PURCHASE PRICE<PAGE>
5.1 Purchase Price. At the Closing, (or as otherwise
provided herein), in consideration for acquiring the
Acquired Assets from the Seller, Buyer shall pay to the
Seller, or to the Seller's nominee upon reasonable
notice, the following portion of the purchase price
(the "Purchase "Price"):
(I) cash in the sum of $1,500,000, of which $300,000
(the "Cash") shall be paid in cash at Closing and
$1,200,000 (the "Holdback") shall be retained by Buyer
as a holdback, in accordance with Section 5.3 hereof;
(ii) a promissory note duly executed by Buyer to the
order of Seller in the principal amount of $2,000,000
(the "Note"), in the form as attached hereto as Exhibit
5.1(ii)A with appropriate insertions, having a term of
five (5) years, bearing interest at the rate of eight
percent (8%) per year, payable in ten (10) semiannual
installments of principal in the amount of $200,000
each plus accrued interest under the Note, which Note
shall be secured by a perfected first priority security
interest in that portion of the Acquired Assets
identified in Sections 2.1.1 and 2.1.2 and a security
interest that portion of the Acquired Assets identified
in Section 2.1.3 of this Agreement subordinated to a
$5,000,000 senior facility pursuant, and as more
particularly described in, Security Agreement (the
"Security Agreement") in the form attached hereto as
Exhibit 5.1(ii)B entered into by and among the parties
hereto as of the date hereof, and
(iii) 100,000 shares of Buyers common stock, $.01 par
value (the "Shares") issued by Buyer to Seller or
Seller's nominee. However, in the event that Buyer
fails to obtain the consent for issuance of the Shares
of the underwriter of its initial public offering
within four (4) business days of the Closing, then the
Shares shall not be issuable to Seller and, in lieu
thereof, the principal amount of the Note shall be
increased by an amount representing the market value of
the Shares based on the greater of (a) the average of
the closing bid and asked prices for Buyer's Common
Stock, as quoted on the Nasdaq market, on the date of
Closing, or (b) the average of such closing bid and
asked prices for Buyer's Common Stock for the period of
November 13, 1995 through November 16, 1995.
(iv) Buyer agrees to pay to Seller semi-annual
royalties in accordance with Section 5.4 hereof.
5.2 Payment of Purchase Price. The Purchase Price
shall be paid by Buyer to Seller at Closing, except for
the Holdback, by (a) payment to Seller of the Cash by
bank cashier's check or wire transfer in immediately<PAGE>
available U.S. federal funds, (b) subject to Section
5.1(iii), within five (5) business days of the Closing,
delivery by Buyer to Seller of duly executed
certificate(s) for the Shares registered in Seller's
name or in such other name(s) as Seller has heretofore
designated in writing to Buyer, indicating name,
address, tax identification number and number of Shares
for each person or entity in whose name Shares are to
be registered, and (c) delivery by Buyer to Seller of
the Note duly executed and completed by Buyer. Seller
shall have the right to transfer the Note to PTC.
5.3 Holdback.
(a) Set forth in Schedule 5.3 hereof is a listing of
certain payment obligations of Seller existing prior to
the Closing Date (the "Conditionally Assumed Payables")
and a listing of certain trade accounts receivable of
Seller existing prior to the Closing Date (the
"Conditionally Assumed Receivables"). Buyer agrees to
pay the Conditionally Assumed Payables on a reasonably
timely basis for the benefit of Seller. Buyer also
shall have a duty to diligently exercise all reasonable
efforts to collect the Conditionally Assumed
Receivables. Buyer further agrees to exercise its
reasonable best efforts to compromise such portion of
the Conditionally Assumed Payables as it is reasonably
able to compromise, and Buyer shall permit Seller to
provide its reasonable cooperation in discussions with
creditors for the purpose of negotiating reductions in
the Conditionally Assumed Payables prior to payment.
Buyer shall have a duty to keep Seller advised of the
status of Buyer's payment of the Conditionally Assumed
Payables and shall endeavor to cooperate with Seller in
efforts to compromise such Conditionally Assumed
Payables, including providing notice to Seller for
approval, such approval not to be unreasonably
withheld, prior to payment of any Conditionally Assumed
Payable, except when otherwise mutually agreed.
(b) Buyer shall satisfy the Conditionally Assumed
Payables from the Holdback amount and from
Conditionally Assumed Receivables that are collected by
Buyer.
(c) In the event that the Conditionally Assumed
Payables are fully satisfied, any then remaining
portion of the Holdback shall be promptly paid to
Seller by Buyer in cash, but in any event no later than
ten (10) business days after Buyer achieves such a
surplus. Thereafter, any residual portion of the
Conditionally Assumed Receivables shall be paid over to
Seller as soon as practicable after they are received
by Buyer, not to exceed ten (10) business days.<PAGE>
(d) In the event that the Buyer exhausts the Holdback
and all collected Conditionally Assumed Receivables in
paying down the Conditionally Assumed Payables and the
Holdback and such collected Conditionally Assumed
Receivables are insufficient to satisfy all of the
Conditionally Assumed Payables (a "Deficiency"), then
Buyer shall have no further obligation with respect to
any such Deficiency. However, in the event of a
Deficiency, Seller may elect within ten (10) days of
receipt of notice of such Deficiency, to have Buyer pay
such Deficiency and, in consideration therefor, upon
payment by Buyer, the then outstanding amount of the
Note shall be reduced to the extent of such Deficiency,
applying the Deficiency first to any then outstanding
interest and then to principal. Notwithstanding the
foregoing, in no event shall Seller have the right to
cause Buyer to pay for any Deficiency in excess of
$200,000. As to any Deficiency for which Seller is
obligated to pay, Seller shall promptly pay such
amount.
5.4 Royalty. Buyer shall pay a royalty ("Royalties") to
Seller, at Seller's address established under Article
11, in the amount of three percent (3%) of the total
worldwide revenues ("Smart Phone Revenues") generated
by Buyer, its Affiliates and their respective
successors and assigns from the use, operation, rental
and sale of the proprietary technology associated with
the Smart Phones, the rights to which are being
conveyed by Seller to Buyer hereunder (the "Smart Phone
Technology").
(i) Royalties shall be paid until such time as an
aggregate of $2,500,000 in Royalty payments have been
made to Seller, except as follows. In the event that
the agreement between Seller and Avis Rent A Car
System, Inc. ("Avis") dated January 17, 1995 that is
being assigned to Buyer hereunder is terminated by Avis
by reason of problems which are unresolvable by Buyer
after using its reasonable best efforts with the
Ericcson phones and associated technology, then the
aggregate Royalty amount payable shall be reduced by
$500,000.
(ii)Royalties shall be paid semi-annually in arrears
within forty-five (45) days following the end of each
fiscal six (6) month period of Buyer.
(iii)Buyer shall not, within three (3) years of the
Closing Date, sell, assign or transfer the Smart Phone
Technology, except to Affiliates, licensees or
franchisees of Buyer, unless (a) Buyer gives Seller
advance written notice of any such sale, assignment or<PAGE>
transfer; (b) Buyer provides Seller a copy of the
definitive agreement or other document purporting to
accomplish the sale, assignment or transfer; and (c)
each such purchaser, assignee or transferee agrees to
be bound by the provisions of this Subsection 5.4 and
make Royalty payments to Seller in accordance herewith.
This Subparagragh 5.4(iii) shall be of no further
effect after such time as Buyer has paid the aggregate
amount of Royalties payable to Seller under this
Agreement.
(iv)For so long as Royalty payments are payable under
this Subsection 5.4, Buyer, its Affiliates and their
respective successors and assigns shall provide to
Seller semi-annual statements of Smart Phone Revenues
which statements shall be certified as true and correct
by Buyer's chief financial officer and delivered to
Seller on or before the date of each corresponding
semi-annual Royalty payment.
(v) Buyer shall keep true and complete books of account
and other records in sufficient detail for two (2)
years after the end of the year to which such books and
records apply so that the Royalty payable to Seller
hereunder can be properly ascertained. Seller shall
have the right to access and audit such books and
records, upon reasonable notice, during normal business
hours and at Seller's expense, from time to time but
not to exceed two (2) times per year, and Buyer shall
provide its reasonable cooperation therewith. In the
event that Seller disagrees with the amount of
Royalties paid by Buyer, Seller shall notify Buyer of
such disagreement within fifteen (15) days following
completion of the examination of the books of Buyer.
Buyer shall within fifteen (15) days of receipt of such
notice submit to Seller a list of three independent
public accounting firms. One of the independent
accounting firms on such list shall be selected by
Seller within fifteen (15) days of receipt of such list
and, failing such selection, such selection shall be
made by Buyer. In the event Buyer shall fail to submit
such list within such fifteen (15) day period, Seller
shall select an independent public accounting firm.
The matter shall then be submitted to such selected
independent public accounting firm for a determination
of the correctness of the report or payment in dispute,
and such determination shall be conclusive and binding
upon the parties. The cost, fees and expenses of such
independent public accounting firm shall be borne by
Seller unless the report of such accounting firm
concludes that the Royalties paid by Buyer which were
the subject of such audit were deficient by more than
five (5%), in which event Buyer shall bear the<PAGE>
reasonable cost, fees and expenses of such accounting
firm.
5.5 Allocation. The parties acknowledge that the
transaction contemplated by this Agreement is a taxable
transaction and is an asset purchase within the meaning
of Section 1060 of the Code. The Purchase Price paid
by Buyer shall be allocated among the Acquired Assets
in accordance with a schedule, which will meet the
requirements of Section 1060 of the Code, to be
mutually prepared and agreed upon by Buyer and Seller
within 60 days after the Closing Date. The parties
will prepare and file their respective tax returns and
all other required filings (including any necessary
elections) based on such allocation. In the event the
parties are not able to mutually agree on such an
allocation schedule, each party shall be entitled to
prepare and file its tax returns and all other required
filings (including any necessary election) based on an
allocation which is determined independently by such
party in its discretion.
ARTICLE 6. CLOSING
6.1 The Closing. The closing hereunder ("Closing")
shall
take place concurrently with the execution of this
Agreement, which shall be effected by exchange, via
facsimile transmission of signature pages of all
applicable documents, followed by exchange of original
documents by overnight courier. The parties anticipate
effecting such Closing on November 13, 1995.
Notwithstanding the foregoing sentence, as used herein
the term "Closing Date" shall mean 12:01 a.m. on
November 1, 1995, which the parties have agreed to
constitute the effective date of the transaction
contemplated hereby.
6.2 Seller's Obligations at Closing. Except as
acknowledged by the parties in first sentence of
Section 4.2 and except as otherwise waived by Buyer,
at the Closing Seller shall deliver to Buyer the
following, at the expense of Seller, duly executed and
acknowledged by Seller, in form and substance
reasonably satisfactory to Buyer and its counsel:
(a) Assignments of all leases, licenses, contracts,
permits and authorizations to be acquired by Buyer
pursuant to Article 2.
(b) All other appropriate bills of sale, assignments,
and other good and sufficient instruments of transfer
necessary to transfer to Buyer title to the Acquired
Assets in accordance with Article 2 of this Agreement.<PAGE>
(c) A receipt for the Purchase Price.
(d) To the extent that the execution and delivery of
this Agreement by Seller and the consummation of the
transactions contemplated hereby requires the consent
of any governmental entity at or prior to Closing,
evidence that all such consents shall have been
procured.
(e) To the extent that any material personal property
lease or any other material contract assigned to Buyer
as part of the Acquired Assets requires the consent or
approval of a third party or parties, evidence that all
such consents shall have been procured without
modification of any such lease or contract, except as
heretofore approved in writing by Buyer, and without
the requirement for any payment by Buyer as a condition
to such consent. For purposes of this Section 6.2(e),
a lease or other contract is material if it involves
the payment of $25,000 or more in the aggregate during
any consecutive three (3) month period following the
Closing Date or if it involves the payment of $50,000
or more for the remaining term thereof following the
Closing Date.
(f) With respect to the Real Property Leases, the
consents and approvals of all landlords whose consent
or approval is required under any such Real Property
Lease in order for seller to assign to Buyer all of its
rights thereunder, without modification of any such
Real Property Lease, except as heretofore approved in
writing by Buyer, and without the requirement for any
payment by Buyer as a condition to such consent or
approval.
(g)Termination statements and instruments of release,
releasing and discharging all Liens (other than
Permitted Liens) on the Acquired Assets shall be filed
by Seller and copies thereof shall be provided by
Seller to Buyer as soon as practicable following the
Closing, but in no event later than twenty (20)
business days after the Closing.
(h) Evidence of all appropriate corporate action taken
by Seller's Board of Directors and by PTC as
stockholder of Seller to authorize the execution,
delivery and performance of this Agreement and the
transactions contemplated hereby.
6.3 Buyer's Obligations at Closing. At the Closing,
Buyer has delivered to Seller the following, at the
expense of<PAGE>
Buyer, duly executed and acknowledged by Buyer, in form
and
substance reasonably acceptable to Seller and its
counsel:
(a) Payment and delivery of the Purchase Price and all
instruments and certificates representing any part of
the Purchase Price as provided in Section 5.2.
(b)Security Agreement. The Security Agreement, duly
executed and completed in the form of Exhibit 5.1(ii)B,
attached hereto and made a part hereof.
(c) Collateral Documents. Each document (including,
without limitation, any UCC financing statement)
required by the Security Agreement or under law or
required by Seller to be filed, registered, recorded
and/or delivered in order to create, in favor of
Seller, a perfected first Lien on and security interest
in that portion of the Acquired Assets identified in
Sections 2.1.1 and 2.1.2 of this Agreement and a
subordinated security interest in that portion of the
Acquired Assets identied in Section 2.1.3 hereof, which
shall be filed, registered or recorded by Seller on or
after the Closing Date in each jurisdiction in which
the filing, registration or recordation thereof is so
required or reasonably requested. Each such document,
the Security Agreement and any other document required
to collaterally assign to Seller any and all of Buyer's
right, title and interest in, to and under the Acquired
Assets, are collectively referred to herein as the
"Collateral Documents."
(d) Registration Rights Agreement. The Registration
Rights Agreement, duly executed and completed in the
form of Exhibit 6.3(d), attached hereto and made a part
hereof (the "Registration Rights Agreement").
(e) Incumbency Certificate of Buyer. A signed
certificate of the Secretary or Assistant Secretary of
Buyer which shall certify the names of the officers of
Buyer authorized to sign the Note, the Security
Agreement, the other Collateral Documents, and the
other documents or certificates to be delivered by such
person pursuant to this Agreement, the Note, the
Security Agreement, the other Collateral Documents and
the Registration Rights Agreement, together with the
true signatures of each of such officers. Seller may
conclusively rely on the certificate of Buyer until
Seller shall have received a further certificate of the
Secretary or Assistant Secretary of Buyer canceling or
amending the prior certificate and submitting the
signature of the officers named in such further
certificate.<PAGE>
(f) Insurance. Certificates of insurance evidencing
that Buyer obtained the insurance policies required by
each of the Collateral Documents.
(g) Instruments of assumption of the Assumed
Liabilities as Seller may reasonably request
(collectively, the "Assumption Documents").
(h) Evidence of all appropriate corporate action taken
by Seller's Board of Directors to authorize the
execution, delivery and performance of this Agreement
and the transactions contemplated hereby.
(i) To the extent that the execution and delivery of
this Agreement by Buyer and the consummation of the
transactions contemplated hereby requires the consent
or approval of any governmental entity, evidence that
all such consents shall have been procured.
ARTICLE 7. REPRESENTATIONS AND WARRANTIES
7.1 Representations and Warranties By Seller and PTC.
Seller and PTC, jointly and severally, represent and
warrant to Buyer as follows:
7.1.1 Corporate Data and Authority.
(a) Seller and PTC are corporations duly organized,
validly existing and in good standing under the laws of
the State of Delaware and New York, respectively.
Seller and PTC each have heretofore furnished to Buyer
a complete and correct copy of each of their respective
charter documents, as amended, certified as of a recent
date by the Secretary of State of New York and each of
their respective By-laws, as amended, certified as of a
recent date by their respective corporate secretaries,
which charter documents and By-laws are in full force
and effect and have not been amended or modified in any
respect since the date of the copies delivered to
Buyer. Seller and PTC are not in violation of any of
the provisions thereof in any manner which would have a
material adverse effect on the Acquired Assets or on
the Business or the transactions contemplated by this
Agreement.
(b)Seller has corporate power and authority to carry on
the Business as it is now conducted and to own or hold
under lease the properties, real and personal, it
purports to own or hold under lease which relate to the
Business.
(c)Seller and PTC each have corporate power to execute,
deliver and perform this Agreement; the execution,<PAGE>
delivery and performance of this Agreement have been
duly authorized by all necessary corporate action on
the part of Seller and PTC and each of their respective
stockholders and Boards of Directors and no other
stockholder or board of directors approval is necessary
for the consummation of the transactions contemplated
hereby.
(d)Except as set forth in Schedule 7.1.1(d), the
execution and delivery of this Agreement by Seller and
PTC and the consummation by Seller and PTC of the
transactions contemplated hereby are not prohibited by
and do not violate any provision of the charter
documents or By-laws, as amended to date, of Seller or
PTC, and do not violate any material provision of, and
will not result in the breach of, or accelerate or
permit the acceleration of the performance required by,
any material term of any material contract, agreement,
indenture, mortgage, note, bond, commitment, license or
other instrument to which Seller or PTC is a party or
by which any of the Acquired Assets is bound, the
breach, violation or acceleration of which would result
in the creation or imposition of any Lien on any of the
Acquired Assets.
(e)This Agreement has been duly executed by Seller and
PTC and constitutes a valid, legally binding, and
Enforceable
obligation of Seller and PTC.
(g)Seller, as debtor, has not: filed, or had filed
against it, a petition in bankruptcy or a petition to
take advantage of any other insolvency act; admitted in
writing its inability to pay its debts generally; made
an assignment for the benefit of creditors; consented
to the appointment of a receiver for itself or any part
of its property nor has any such receiver been
appointed nor is there any application for the
appointment of such a receiver pending; or generally
committed any act of insolvency (including the failure
to pay obligations as they become due) or bankruptcy.
7.1.2 Property Interests.
(a)Seller has good and marketable title to, or has
valid leasehold interests in, the Acquired Assets, free
and clear of all Liens except the Permitted Liens and
except as set forth on Schedule 7.1.2(a) hereto.
(b)Schedules 2.1.1, 2.1.2 and 2.1.4 set for a complete
list of all tangible personal property comprising the
Acquired Assets (except for personal property held by
Seller as lessee under a lease other than a lease
required under generally accepted accounting principles<PAGE>
to be capitalized), setting forth a description of each
such item of tangible personal property. The tangible
personal property included in the Acquired Assets is in
good working condition subject only to reasonable wear
and tear and is fit for its intended purposes and no
material amounts are required to be expended for the
repair and maintenance of said personal property other
than amounts that are consistent with the amounts
Seller has historically expended for such repair and
maintenance.
(c) Schedule 2.1.6 is a complete list of all leases of
tangible personal property comprising part of the
Acquired Assets, together with a description of the
leased property, the termination date of each lease,
the name and address of the lessor, and the amount of
the regular periodic payments under the lease. True
and complete copies of all personal property leases
listed on Schedule 2.1.6 have heretofore been delivered
to Buyer. Except as set forth in Schedule 2.1.6 no
consent of any lessor under any such lease is required
in order for Seller to assign such lease to Buyer.
(d) Schedule 2.1.5 is a complete list of all leases, as
amended to date, under which Seller, as lessee, leases
any premises that are used in the Business and which
comprise part of the Acquired Assets, together with the
location of the premises. Except as set forth in
Schedule 2.1.5, no consent of any landlord under any
such lease is required in order for Seller to assign
such lease to Buyer.
(e) All leases of real and personal property pursuant
to which Seller leases from others real or personal
property comprising part of the Acquired Assets are
valid, subsisting and Enforceable in accordance with
their respective terms, and there is not, under any
such lease, Any Default.
(f) Seller is not in violation of, or in default
under, any law, ordinance, order, regulation,
authorization, permit or certificate pertaining to the
Acquired Assets or the Business that remains uncured or
that has not been waived, which violation or default
would have a material adverse effect upon the condition
(financial or otherwise), of the Business, the Assumed
Liabilities or the Acquired Assets.
7.1.3 Trademarks, Etc.
(a) Seller does not use any trademarks, trade names,
service marks or copyrights in connection with the
Business, and does not have pending any applications
therefor.<PAGE>
(b) Except for such portion of the Acquired Assets set
forth in Section 2.1.3, Seller does not own and does
not use any trade secret, process, development, design,
technique, customer or supplier list, blueprint,
specification, promotional idea, marketing or
purchasing strategy, invention, computer program,
confidential data or information, or know-how that is
material in connection with the operation of the
Business.
7.1.4 No Broker. Except as set forth in Schedule 7.1.4,
neither Seller nor PTC has retained a broker or finder
in connection with the transactions contemplated by
this Agreement so as to give rise to any valid claim
against either Seller, PTC or Buyer for any fee,
commission or similar payment.
7.1.5 Employee Matters.
(a)Schedule 7.1.5(a) includes a complete list of the
following, copies or, in the case of oral agreements,
written summaries of which will be provided to Buyer
upon its request:
(I) each oral or written contract, commitment or
understanding between Seller and any current employee
of Seller employed in the Business whose current rate
of annual compensation
(including bonuses) is $25,000 or more, other than any
contract, commitment or understanding between Seller
and any employee of Seller who is employed at will by
Seller;
(ii)each material oral or written consulting agreement,
deferred compensation agreement, covenant not to
compete, and confidentiality agreement relating to the
Business and to which Seller is a party; and
(iii)each profit-sharing, bonus, stock option, stock
purchase, pension, retirement, savings, health,
hospitalization,
insurance or similar plan or arrangement, formal or
informal,
providing benefits to any current or former employee of
Seller
assigned to the Business.
(b)Except as provided in any agreement described
on Schedule 7.1.5(a), all employees of Seller assigned
to the
Business are employed at will by Seller.
(c)Except as set forth in Schedule 7.1.5(a),<PAGE>
(i)Seller is not currently involved in any labor
dispute, proceeding, work stoppage or disturbance
involving employees of Seller who are assigned to the
Business, other than routine grievances which are not
material,and
(ii)during the past two years, there have been no
strikes, work stoppages or labor union organizational
campaigns involving employees assigned to the Business,
and Seller is not aware of any threat of any such
strikes, work stoppages or organizational campaigns.
(iii) Seller is not a party to any collective
bargaining agreement or any other contract or
arrangement with any labor organization relating to the
Business.
7.1.6 Absence of Material Adverse Changes.
Since September 30, 1995, Seller has not, except as
disclosed in Schedule 7.1.6:
(a)operated the Business other than in the usual,
regular and ordinary course in substantially the same
manner as theretofore conducted;
(b)suffered any physical damage, destruction or loss
(whether or not covered by insurance) materially
adversely affecting the Acquired Assets or the
Business;
(c)suffered or experienced any material adverse change
in, or event or condition materially adversely
affecting, its condition (financial or other),
properties, liabilities, business, operations, or
prospects other than adverse changes, events or
conditions that are not, individually or in the
aggregate, material as they relate to the Acquired
Assets and the Business;
(d) other than in the usual and ordinary course of
Business, made or suffered any amendment or
termination, other than upon expiration, of any
material contract, agreement, lease or license to which
it is a party which relates to the Acquired Assets or
the Business;
(e) sold, assigned, transferred, granted, amended,
terminated or waived any right that is material to the
Acquired Assets or the Business; or<PAGE>
(f)except as heretofore described, entered into any
material agreement with respect to, or otherwise
obligated itself to do, any of the foregoing.
7.1.7 Material Contracts.
(a)Schedule 2.1.8, 2.1.9 and 2.1.10 set forth a
complete list of all material agreements, contracts and
commitments (collectively, the "Material Contracts") of
the following types, whether written or oral, relating
to the Business or the Acquired Assets, to which Seller
is a party:
(i) mortgages, indentures, security agreements and
other agreements and instruments relating to the
borrowing of money by, or any extension of credit to
Seller;
(ii) agreements, orders or commitments for the purchase
of goods or equipment, in each case involving payments
or receipts in excess of $25,000 in the aggregate;
(iii) partnership, joint venture or other arrangements
or agreements involving a sharing of profits or
expenses;
(iv)contracts or commitments to sell, lease or
otherwise dispose of any of the Acquired Assets other
than in the ordinary course of Business;
(v) contracts or commitments, including without
limitation, non-competition, patent rights and royalty
agreements;
(vi) contracts or commitments limiting the freedom of
Seller to compete in any line of business or in any
geographic area or with any person or entity; and
(vii) any other agreement, contract or commitment which
in any case involves more than $25,000 individually or
$50,000 in the aggregate or has a term that will
continue for six (6) months or more following the
Closing Date.
(b)The Material Contracts are valid, subsisting and
Enforceable in accordance with their respective terms
and there is not, under any Material Contract, Any
Default, and Seller is not aware of Any Default
thereunder by any other party thereto.
(c)Seller has heretofore delivered to Buyer complete
copies of all written Material Contracts, together with
all amendments thereto, and memoranda summarizing the
material terms of all Material Contracts that are oral.<PAGE>
(d)Seller has no outstanding powers of attorney
relating to the Acquired Assets or the Business.
7.1.8 Environmental Matters.
(a)To Seller's knowledge, Seller has not released or
caused to be released any hazardous substance,
hazardous material, oil or hazardous waste, as such
terms are defined in applicable Environmental Laws,
which could reasonably be expected to result or has
resulted in surface or underground contamination of the
real estate and related improvements which are the
subject of the Real Property Leases (the "Property").
(b)To Seller's knowledge, Seller is in material
compliance with all applicable federal, state and local
environmental laws and regulations (the "Environmental
Laws") applicable to the Business and the Property, and
there is not now pending or to Seller's knowledge
threatened or, to Seller's knowledge, any basis for any
action, suit, lien, investigation or proceeding against
the Property or Seller in connection with any past or
present noncompliance with such Environmental Laws.
7.1.9 No Litigation. Except as disclosed in Schedule
7.1.9, there is no action or proceeding pending or, to
Seller's knowledge, threatened or, to Seller's
knowledge, any basis for, any litigation or claim by or
against Seller of any kind or nature which could
reasonably have a material adverse effect on the
Acquired Assets, the Business or the Assumed
Liabilities.
7.1.10 Private Placement.
(a)Seller understands that (i) the issuance of the
Shares to Seller as part of the Purchase Price is
intended to be exempt from registration under the
Securities Act of 1993, as amended (the "Securities
Act") pursuant to Section 4(2) of the Securities Act.
(b) The Shares acquired by Seller pursuant to this
Agreement are being acquired for its own account and
without a view to the resale or distribution except as
provided in Section 7.1.10(e).
(c)Seller is an "Accredited Investor" as such term is
defined in Regulation D promulgated under the
Securities Act.
(d)Seller has been furnished with and carefully read
Buyer's Exchange Act Filings filed since Buyer's
initial public offering on April 21, 1995 and has been<PAGE>
given the opportunity to ask questions of, and receive
answers from, Buyer's management concerning the Shares,
Buyer's business and other related matters. Seller
further represents and warrants to Buyer that Buyer has
made available to Seller or its agents all documents
and information relating to an investment in the Shares
requested by or on behalf of Seller.
(e)Seller agrees that the Shares may be resold or
otherwise transferred only, (i) inside the United
States to a "qualified institutional buyer" (as defined
in Rule 144A under the Securities Act) in a transaction
meeting the requirements of Rule 144A, (ii) to an
Accredited Investor who, prior to such transfer,
furnishes to Seller a signed letter to the effect of
this paragraph, (iii) outside the United States in a
transaction meeting the requirements of Rule 904 under
the Securities Act, (iv) pursuant to the exemption from
registration provided by Rule 144 under the Securities
Act, (v) other valid exemptions under the Securities
Act, or (vi) pursuant to a registration statement
declared effective under the Securities Act. Seller
agrees that, in the case of any resale or other
transfer pursuant to clauses (i) through (iv) of the
preceding sentence, it will furnish to Buyer or its
transfer agent such certifications, legal opinions or
other information as it may reasonably require to
confirm that such resale or other transfer is being
made pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the
Securities Act.
(f)Each certificate for the Shares issued to Seller or
to a subsequent transferee shall (except for any
transferee pursuant to clauses (iv) and (vi) of the
first sentence of Section 7.1.10(e)) bear a legend in
substantially the following form:
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE
SECURITIES LAWS OF ANY STATE OR FOREIGN JURISDICTION
AND MAY NOT BE OFFERED OR SOLD WITHOUT COMPLIANCE WITH
APPLICABLE FEDERAL, STATE OR FOREIGN SECURITIES LAWS.
provided, however, that Buyer shall remove such legend
at such time that Seller becomes eligible to transfer
the Shares under Rule 144(k) under the Securities Act.
7.1.11 Disclosure. No representation or warranty by
Seller contained in this Agreement or in any Schedule
or in any statement or certificate furnished by Seller
to Buyer or their representatives in connection
herewith or pursuant hereto contains any untrue
statement of a material fact, or omits to state any<PAGE>
material fact required to make the statements herein or
therein contained not misleading.
7.1.12 Warranty Disclaimer. EXCEPT AS EXPRESSLY SET
FORTH IN THIS AGREEMENT AND IN THE SCHEDULES HERETO,
SELLER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY
KIND OR CHARACTER, EXPRESS OR IMPLIED, AS TO THE
ACQUIRED ASSETS.
7.1.13 Licenses and Permits. Schedule 2.1.7 lists all
Permits issued to Seller used exclusively in the
Business and relating to the Acquired Assets.
7.2 Representations and Warranties as to Buyer. Buyer
represents and warrants to Seller as follows:
7.2.1 Corporate Data and Authority.
(a) Buyer is a corporation duly organized, validly
existing and in good standing under the laws of the
State of Delaware. Buyer has heretofore furnished to
Buyer a complete and correct copy of (a) its
Certificate of Incorporation, as amended, certified as
of a recent date by the Secretary of State of Delaware
and (b) its By-laws, as amended, certified as of a
recent date by its corporate secretary, which
Certificate of Incorporation and By-laws are in full
force and effect and have not been amended or modified
in any respect since the date of the copies delivered
to Buyer. Buyer is not in violation of any of the
provisions thereof in any manner which would have a
material adverse effect on the transactions
contemplated by this Agreement.
(b)Buyer has corporate power and authority to own,
hold, lease, pay and perform the rights, properties,
assets, obligations and liabilities it will acquire,
hold, lease or assume pursuant to this Agreement and to
carry on the operation of the Business after the
Closing as contemplated by this Agreement. Buyer has
corporate power and authority to pay and perform its
obligations and liabilities pursuant to the Note and
the Collateral Documents, the Registration Rights
Agreement and the Assumption Agreements.
(c)Buyer has corporate power to execute, deliver and
perform this Agreement, the Note and the Collateral
Documents, the Registration Rights Agreement and the
Assumption Agreements. The execution, delivery and
performance of this Agreement, the Note, the Collateral
Documents, the Registration Rights Agreement and the
Assumption Documents have been duly authorized by all
necessary corporate action on the part of Buyer, and no
stockholder approval or other approval of the Board of<PAGE>
Directors of Buyer (or any committee thereof) is
necessary for the consummation of the transactions
contemplated hereby.
(d)The execution and delivery of this Agreement, the
Note, the Collateral Documents, the Registration Rights
Agreement and the Assumption Documents by Buyer and the
consummation by Buyer of the transactions contemplated
hereby are not prohibited by, and do not violate any
provision of the Certificate of Incorporation or
By-laws, as amended to date, of Buyer and do not
violate any provision of, and will not result in the
breach of, or accelerate or permit the acceleration of
the performance required by, any term of any material
contract, agreement, indenture, mortgage, note, bond,
commitment, license, or other instrument to which Buyer
is a party or by which it or any of Buyer's properties
are bound and will not result in the creation of any
Lien on any of the Acquired Assets or any other assets
of Buyer, nor restrict the payment of the Purchase
Price to Seller.
(e)This Agreement has been duly executed by Buyer and
constitutes the valid, legally binding and Enforceable
obligation of Buyer.
(f)The Shares are duly authorized, validly issued,
fully paid and non-assessable. Upon delivery of the
Shares to Seller pursuant to this Agreement, Seller
will acquire good, valid and marketable title to the
Shares free and clear of all Liens, claims, options,
puts, calls, straddles, pre-emptive rights, proxies or
voting or other agreements whatsoever, and restrictions
on transfer imposed by applicable securities law,
except as expressly provided in this Agreement.
(g)Buyer, as debtor, has not: filed, or had filed
against it, a petition in bankruptcy or a petition to
take advantage of any other insolvency act; admitted in
writing its inability to pay its debts generally; made
an assignment for the benefit of creditors; consented
to the appointment of a receiver for itself or any
substantial part of its property nor has any such
receiver been appointed nor is there any application
for the appointment of such a receiver pending; or
generally committed any act of insolvency (including
the failure to pay obligations as they become due) or
bankruptcy.
7.2.2 No Litigation. Except as disclosed in Schedule
7.2.2, there is not in effect any preliminary or
permanent injunction prohibiting Buyer from acquiring
the Acquired Assets and assuming the Assumed
Liabilities. There is no action or proceeding pending<PAGE>
or, to the Buyer's knowledge, threatened or, to Buyer's
knowledge, threatened, or to Buyer's knowledge, any
basis for any litigation or claims, before or by any
governmental or regulatory body or agency or
instrumentality or any court or tribunal, domestic or
foreign, (i) by or against Buyer of any kind or nature,
(ii) challenging the acquisition by Buyer of the
Acquired Assets or otherwise seeking to restrain or
prohibit the consummation of the transactions
contemplated by this Agreement or seeking material
damages in connection therewith; or (iii) seeking to
restrain or prohibit Buyer's direct or indirect
ownership or operation of the Business. Except as
disclosed in Schedule 7.2.2, there is no litigation
pending or, to Buyer's knowledge, threatened or, to
Buyer's knowledge, any basis for, any litigation or
claim by or against Buyer which, individually or in the
aggregate, would have a material adverse effect against
the Buyer.
7.2.3 No Broker. Except as set forth on Schedule
7.2.3, Buyer has not retained any broker, investment
banker, or finder in connection with the transactions
contemplated by this Agreement so as to give rise to
any valid claim against either Seller or Buyer for a
finder's fee, brokerage commission, investment banking
fee or similar payment.
7.2.4 Disclosure. Buyer has delivered to Seller a true
and complete copy of (i) Buyer's Registration Statement
on Form SB-2, Registration No. 33-87242, as filed with
the Securities and Exchange Commission ("SEC") under
the Securities Act of 1933, as amended (the "Securities
Act") and declared effective on April 20, 1995, as
amended to date (the "Registration Statement") and (ii)
all reports, statements or schedules required to be
filed (during Buyer's current and immediately past
fiscal years) by Buyer pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange
Act")(each an "Exchange Act Filing"). All Exchange Act
filings have been so filed as of their respective
filing dates. The Registration Statement and the
Exchange Act Filings comply in all material respects
with the requirements of the Securities Act or Exchange
Act and the rules and regulations (including accounting
rules) of the SEC, and at the date of its filing,
neither the Registration Statement nor any Exchange Act
Filing contained any untrue statement of a material
fact or omitted to state any material fact necessary in
order to make the statements made therein, in light of
the circumstances under which they were made, not
misleading. Without limiting the foregoing, each of
the consolidated balance sheets included in or
incorporated by reference into the Exchange Act Filings<PAGE>
or the Registration Statement fairly presented the
consolidated financial position of Buyer and its
subsidiaries as of its date and each of the
consolidated statements of income, stockholder's equity
and cash flows included in or incorporated by reference
into the Exchange Act Filings or the Registration
Statement fairly presented the results of operations,
stockholders' equity and cash flows of Buyer and its
subsidiaries for the period set forth therein (subject,
in the case of unaudited statements, to normal year-end
audit adjustments which would not be material), in each
case in accordance with generally accepted accounting
principles ("GAAP") consistently applied during the
periods involved. Since the date of Buyer's
Registration Statement, there has not occurred any
material adverse development with respect to the
earnings, business, assets, financial condition or
operations of Buyer and its subsidiaries taken as a
whole. No representation or warranty by Buyer
contained in this Agreement, the Note, the Collateral
Documents, the Registration Rights Agreement or in any
Schedule or in any statement or certificate furnished
or to be furnished by Buyer to Seller or its
representatives in connection herewith or therewith or
pursuant hereto or thereto contains or will contain any
untrue statement of a material fact, or omits or will
omit to state any material fact required to make the
statements herein or therein contained not misleading.
7.2.5 Capital Structure of Buyer.
(a) The authorized capital stock of Buyer consists of
10,000,000 shares of common stock, $.01 par value
("Common Stock") and 5,000,000 shares of preferred
stock, $.01 par value ("Preferred Stock"). At the close
of business on November 10, 1995, (i) 2,989,189 shares
of Common Stock were issued and outstanding; (ii) no
shares of Preferred Stock were outstanding; (iii)
274,797 shares of Common Stock were reserved for
issuance upon exercise of options (the "Options") under
stock option plans, of which Options to purchase
223,333 shares of Common Stock were outstanding; and
(iv) 95,000 shares of Common Stock were reserved for
issuance upon exercise of underwriter's warrants (the
"Warrants"), of which Warrants to purchase 95,000
shares of Common Stock were outstanding. All of the
outstanding shares of Common Stock are, and any shares
of Common Stock issuable upon exercise of any Option,
when issued pursuant to such exercise, will be duly
authorized, validly issued, fully paid and
nonassessable and not subject to preemptive rights
created by statute, Buyer's Certificate of
Incorporation or By-laws.<PAGE>
(b) Except for the Options and Warrants, there are no
options, warrants, calls, rights, commitments or
agreements of any character to which Buyer is a party
or by which it is bound which would obligate Buyer to
issue additional shares of capital stock of Buyer or
granting any holder any registration rights relating to
Buyer's securities.
(c) Buyer owns no capital stock of Seller.
7.2.6 No Adverse Restrictions or Defaults. Buyer is
not a party to any agreement or instrument or subject
to any court order or judgment, government decree,
charter or other corporate restriction adversely
affecting its business, properties or assets,
operations or condition (financial or otherwise), nor
is Buyer in default in the performance, observance or
fulfillment of any obligations or agreements, which
restriction or default would have a material adverse
affect on this Agreement or on Buyer. Buyer is not in
violation of, or in default under, any law, ordinance,
order, regulation, authorization, permit or certificate
pertaining to Buyer that remains uncured or that has
not been waived, which violation or default would have
a material adverse effect upon the condition (financial
or otherwise) of Buyer.
7.2.7 Property Interests. Buyer has good and
marketable title to, or has valid leasehold interests
in, all property and assets reflected on the latest
balance sheets referred to in Section 7.2.4 (except
property and assets sold or otherwise disposed of by
Buyer subsequent to such date in the ordinary course),
free and clear of all Liens.
ARTICLE 8.PARTICULAR COVENANTS OF SELLER AND BUYER
8.1 Covenants of Seller and PTC.
(a) Seller hereby covenants and agrees that after the
Closing, Seller will furnish to Buyer such other
instruments (executed as required) and information as
Buyer may reasonably request in order effectively to
convey to and vest in Buyer title to the Acquired
Assets consistent with the provisions of Section 2.1 of
this Agreement.
(b) Seller hereby covenants and agrees to permit Buyer
to use, at no rental cost to Buyer, the current
headquarters offices and warehouse space currently
utilized by the Seller for the Business that are leased
by Seller, located in Miami, Florida, from Closing for
a transitionary period to extend no later than January<PAGE>
31, 1996. However, in the event that Buyer fails to
vacate such leased space by February 1, 1996, then
Buyer shall pay Seller monthly rental therefor at the
rate of $5,000 per month for February and March. In
any event, Buyer shall vacate such space by March 31,
1996 unless otherwise may be agreed to by the parties.
Buyer agrees to pay for the cost of its phones used in
such leased space and Seller agrees to pay for all
other utilities used in the ordinary course of the
Business. Seller further agrees to permit Buyer to use
in the ordinary course of the Business, at no cost to
Buyer, Seller's Platinum accounting system during such
transition period, limited to the extent that such
system applies to the Business.
8.2 Covenants of Buyer.
(a)Buyer hereby covenants and agrees that after the
Closing, Buyer will furnish to Seller such other
instruments (executed as required) and information as
Seller may reasonably request in order to evidence and
confirm Buyer's assumption of the Assumed Liabilities.
(b)Buyer hereby covenants and agrees to exercise its
best good faith efforts to obtain, within four (4)
months after Closing, financing in the amount of
$4,000,000 and, within six (6) months after Closing,
financing in the amount of $3,000,000, for the purchase
of additional cellular phones (from third parties) and
for general working capital purposes. In the event
that Buyer fails to obtain such financing in accordance
with the above time frames or, in the alternative,
within six (6) months of the Closing Buyer fails to
have manufactured or commenced the manufacturing of an
addition 6,500 Smart Phones (inclusive of those being
purchased hereunder), then Seller shall have the right
to take back from Buyer the patent rights being sold to
Buyer by Seller hereunder.
(c) Buyer agrees to comply with all transfer
obligations relating to software components of the
Acquired Assets, except that Seller shall pay any
transfer fees or expenses that may be required by a
software transferor.
(d) Buyer shall be responsible for any termination fees
incurred in connection with the termination of any
carrier contracts assumed by Buyer pursuant hereto
which are terminated subsequent to the Closing.
(e) Buyer agrees to provide, at the request of Seller,
quarterly and annual financial reports of Buyer.
Provided that Buyer is subject to the financial<PAGE>
reporting requirements of the Exchange Act, then copies
of such Exchange Act financial reports shall suffice.
(f) Buyer agrees to notify its insurance broker or to
make the necessary arrangements with its broker for
coverage, as of the Closing, of all of Seller's
vehicles, which are being transfered to Buyer
hereunder, (approximately 17 vehicles).
8.3 Registration of Shares by Buyer. The Shares shall
be subject to the terms of the Registration Rights
Agreement, as referenced in Section 6.3(d) of this
Agreement.
8.4 Covenants of Buyer, Seller and PTC. Buyer, Seller
and PTC hereby covenant and agree that:
(a) For a period of three (3) years following the
Closing, or for such longer periods as may be required
to satisfy record retention requirements of applicable
law, PTC and Buyer will retain all business records
relating to the Business, including all records
required to be retained pursuant to obligations imposed
by applicable law.
(b)Buyer and Seller or PTC shall each provide duly
authorized representatives of the other party access to
all records relating to the Business for bona fide
business reasons at any time during regular business
hours, with reasonable prior notice, for a period of
three (3) years after the Closing Date or until such
later time as all Federal, state and local tax audits
of Seller's taxable years during which it owned the
Business have been completed, including any litigation
related thereto, and such other party may make
abstracts from, or make copies of, any such records at
its own expense. In connection with any review of
records relating to the Business as set forth in this
Subsection, Buyer and Seller shall each provide to such
duly authorized representatives of the other party (i)
access to employees of Buyer, Seller and PTC, as the
case may be, who are familiar with such records and who
can assist such representatives of the other party, at
the other party's expense, in locating, explaining or
otherwise reviewing such records; and (ii) permission
to use Buyer's, Seller's or PTC's copying facilities,
clerical services and telephones, as reasonably
required, at the other party's expense. No party shall
destroy any books, accounts, journals, information,
records or computer tapes or diskettes relating to the
Business within the period referred to above without
written permission of the other, which permission shall
not be unreasonably withheld or delayed.<PAGE>
(c)(i) If, in connection with the conduct by Seller of
any litigation or similar proceeding with any third
party relating
to Seller's conduct of the Business prior to the
Closing ("Legal Proceedings"), Seller shall request
access to any business records included in the Acquired
Assets, Buyer shall afford Seller such access upon
reasonable notice. Seller shall be permitted to use
or, if original documents are required to respond to
legal process, remove such business records temporarily
from Buyer's premises for the purpose of responding to
legal process or making copies thereof.
(ii) If, in connection with Legal Proceedings, Seller
or PTC shall require the assistance of former employees
(including officers) of Seller employed by Buyer,
Seller, PTC and Buyer shall cooperate to establish a
schedule reasonably acceptable to both parties whereby
Buyer shall provide to Seller and PTC access to such
employees as is reasonably required by Seller and PTC;
provided, however, Buyer shall have no obligation to
provide such assistance if to do so would, in Buyer's
reasonable judgment, unreasonably interfere with the
conduct of Buyer's business. Seller and PTC, as the
case may be, shall pay out-of-pocket costs incurred in
connection with such use of Buyer's employees and shall
reimburse Buyer for the number of whole business days
spent by each such employee in providing such services
at the rate equal to the average daily gross pay per
day (including applicable payroll and employee taxes
and the value of employee benefits) of such employee
during the calendar month in which such services are
performed.
(iii) If, in connection with Legal Proceedings, Buyer
shall require the assistance of Seller's or PTC's
employees (including officers), Seller, PTC and Buyer
shall cooperate to establish a schedule reasonably
acceptable to both parties whereby Seller and PTC shall
provide such employees to Buyer as is reasonably
required by Buyer;provided, however, Seller shall have
no obligation to provide such assistance if to do so
would, in Seller's reasonable judgment, unreasonably
interfere with the conduct of Seller's business. Buyer
shall pay out-of-pocket costs incurred in connection
with such use of Seller's or PTC's employees, as the
case may be, and shall reimburse Seller or PTC for the
number of whole business days spent by each such
employee in providing such services at the rate equal
to the average daily gross pay per day (including
applicable payroll and employee taxes and the value of
employee benefits) of such employee during the calendar
month in which such services are performed.<PAGE>
ARTICLE 9. EMPLOYEES AND EMPLOYEE MATTERS
9.1 Employment of Personnel. Buyer has offered
employment to certain of Seller's employees who are
assigned to the Business commencing on or about the day
following the Closing. Seller shall cooperate with
Buyer in Buyer's efforts to hire people who are
employed by Seller and who are assigned to the Business
on the Closing. Seller has terminated, as of the
Closing, the employment of all such employees of Seller
who have been offered employment by Buyer. It is
Buyer's intent, and Seller understands, that any
employee of Seller who is employed by Buyer as
contemplated by this subsection shall be an employee at
will of Buyer, and nothing in this Agreement shall
constitute an employment agreement between Buyer and
any such employee. Buyer shall have no liability for
any loss, cost or damage solely arising from or related
to Buyer's decision to hire or not to hire any person
who is an employee of Seller as of the day following
the Closing. Buyer agrees to reimburse Seller for all
salary expenses actually incurred by Seller for all of
Seller's employees assigned exclusively to the Business
for the period of November 1, 1995 through the
November 15, 1995, such reimbursement to occur
promptly, but in no event later than December 15, 1995.
Seller shall offer COBRA insurance to all of its
employees terminated as of the Closing. Buyer shall
obtain health insurance coverage for those employees of
Seller who are hired by Buyer as of the day following
the Closing, which insurance shall be effective as of
January 1, 1996.
9.2 Seller's Continuing Employees. Except as provided
in this section 9.2, Buyer shall have no obligation or
liability with respect to any of Seller's employees who
do not become employees of Buyer as provided in Section
9.1, including without limitation all obligations
arising under COBRA.
ARTICLE 10. INDEMNIFICATION
10.1 Indemnification of Seller. Buyer shall defend,
indemnify and hold harmless Seller and PTC, and each of
their employees, officers and directors from and
against any and all claims, demands, causes of action,
suits, judgments, debts, liabilities and expenses
(including but not limited to court costs and related
expenses, reasonable fees and disbursements of counsel,
and any incidental or consequential damages) (a
"Claim") suffered or incurred by reason of or in
connection with:<PAGE>
(a)any misrepresentation of a material fact or omission
to state a material fact, any breach of warranty or any
breach or nonfulfillment of any agreement or covenant
by Buyer contained herein or in any certificate,
document or instrument delivered to Seller pursuant
hereto or in connection herewith;
(b)any of the Assumed Liabilities;
(c)any and all actions, suits, proceedings, claims,
demands, assessments, judgments, costs and expenses,
including, without limitation, reasonable legal fees
and expenses, incident to any of the foregoing or
incurred in investigating or attempting to avoid the
same or to oppose the imposition thereof, or in
enforcing this indemnity.
10.2 Indemnification of Buyer. Seller and PTC, jointly
and severally, shall defend, indemnify and hold
harmless Buyer, its employees, officers and directors
from and against any and all Claims suffered or
incurred by reason of or in connection with any of the
following:
(a)any misrepresentation of a material fact or omission
to state a material fact, breach of warranty or
nonfulfillment of any covenant by Seller contained
herein or in any certificate, document or instrument
delivered to Buyer pursuant hereto or in connection
herewith;
(b)any of the Excluded Liabilities;
(c)any and all loss, liability or damage arising out of
or resulting from the failure of Seller to comply with
any bulk sales or similar law applicable to the
transactions contemplated by this Agreement; and
(d)any and all actions, suits, proceedings, claims,
demands, assessments, judgments, costs and expenses,
incident to Subsections (a), (b) and (c) above or
incurred in investigating or attempting to avoid the
same or to oppose the imposition thereof, or in
enforcing this indemnity.
10.3 Indemnification Procedures.
(a) The party seeking indemnification hereunder (the
"Indemnitee") shall give to the party from which
indemnification is sought hereunder (the "Indemnitor")
written notice of any Claim which is subject to the
indemnity obligations set forth in Section 10.1 or
10.2, as applicable, with sufficient promptness as not
to prejudice the other party's interests in respect of<PAGE>
such Claim and any obligation of indemnity arising
therefrom. Such notice shall set forth all facts and
other information which the Indemnitee has with respect
to the Claim. As part of such notice, the Indemnitee
shall furnish the Indemnitor with copies of any
pleadings, correspondence or other documents relating
thereto that are in the Indemnitee's possession. The
Indemnitee's failure to notify the Indemnitor of any
such Claim shall not release the Indemnitor, in whole
or in part, from its obligations under Sections 10.1 or
10.2, as applicable, except to the extent that the
Indemnitee's ability to defend against such claim is
actually materially prejudiced thereby. The Indemnitor
shall, within 15 business days of receipt of such
notice, (i) deny in writing the Claim, (ii) pay the
amount of the Claim if a monetary amount is involved,
or (iii) if a Claim of a third party is involved, by
notice to the Indemnitee, assume the defense of such
Claim.
(b) Upon giving such notice to the Indemnitee, the
Indemnitor shall have the exclusive right to conduct
and control, through counsel of its own choosing, who
is reasonably satisfactory to the Indemnitee, the
defense of any such Claim or any action arising
therefrom, provided, that (i) the Indemnitee is
reasonably satisfied that the Indemnitor will have
financial resources, or valid insurance, available to
satisfy the liabilities arising under such Claim; and
(ii) in conducting the defense of any such Claim or
action, the Indemnitor shall, and shall cause its
counsel to, consult with the Indemnitee and its
counsel, if any, and shall keep the Indemnitee and its
counsel, if any, fully advised of the progress thereof.
(c) If the Indemnitor elects to assume and control the
defense of the Claim, the Indemnitee shall have the
right to employ counsel separate from counsel employed
by such Indemnitor in any such action and to
participate in the defense thereof. The fees and
expenses of such counsel employed by the Indemnitee
shall be at the expense of the Indemnitee unless (i)
the employment thereof has been specifically authorized
by such Indemnitor in writing, (ii) the Indemnitor has
failed to promptly assume the defense and employ
counsel or the Indemnitor or its counsel has failed to
provide and adequate defense in a timely manner, or
(iii) the Indemnitor is a party to such claim and the
Indemnitor has been advised by counsel that there are
additional or separate defenses, or there is otherwise
a conflict of interest, between the Indemnitee and the
Indemnitor. In any such case the fees and expenses of
the Indemnitee's counsel shall be paid by the
Indemnitor, provided that the Indemnitor shall not in<PAGE>
such event be responsible hereunder for the fees and
expenses of more than one firm or separate counsel in
connection with any such action in the same
jurisdiction, in addition to any local counsel. If the
Indemnitor fails or refuses to assume the conduct and
control of the defense of any such Claim or action,
then the Indemnitee shall have the exclusive right to
conduct and control such defense. The Indemnitor shall
not be liable for any settlement of any Claims effected
without it written consent, which consent shall not be
unreasonably withheld or delayed. No settlement of any
Claim for which indemnification is sought hereunder
shall be made without the release of the Indemnitee
from all liability relating to such Claim, in form and
substance reasonably satisfactory to the Indemnitee and
its counsel.
(d) No claim for indemnification pursuant to Section
10.1 or 10.2 may be made subsequent to the date which
is one (1) year from Closing, except as follows. With
respect to Claims relating to Ericsson phones or
technology, Cellular Technical Services or CellOne of
Florida, no such time limitation shall apply, provided
that the basis for such Claim(s) arose prior to
Closing. With respect to Claims relating to patents or
patent rights transferred or purported to be
transferred under this Agreement (excluding
enhancements or changes made after Closing), no such
time limitation shall apply regardless of when the
basis for such Claim(s) arose or arises. The
indemnification provisions of this Article 10 are in
addition to, and not in derogation of, any statutory or
common law remedy any party may have for
misrepresentation, breach of warranty or breach of
covenant.
10.4 Other Provisions Relating to Indemnification.
(a)Seller and PTC shall not be obligated to indemnify
Buyer pursuant to Section 10.2, unless and until
Buyer's Claims under Section 10.2 aggregate $25,000,
and unless such Claims shall be made within the time
period specified in Section 10.3(d), at which point
Seller and PTC shall then be obligated to indemnify
Buyer for all Claims in excess of $25,000, up to a
maximum of $3,000,000, except that with respect to
Special Claims no such dollar limitation shall apply.
(b)An Indemnitee shall not be entitled to duplicate
recovery from the Indemnitor and any other person on
account of the same Claim.
10.5 Survival of Representations, Warranties and
Agreements.<PAGE>
All of the representations and warranties contained in
this Agreement shall survive for a period of one (1)
year after the Closing. The covenants and agreements
set forth in this Agreement shall survive the Closing
and shall continue until all obligations set forth
therein shall have been performed or satisfied or they
shall have terminated in accordance with their terms.
ARTICLE 11. MISCELLANEOUS
11.1 Expenses. Each party shall each pay its own
expenses incidental to the negotiation, preparation and
performance of this Agreement and the transactions
contemplated hereby.
11.2 Notices. Any notices or other communications
required or permitted hereunder shall be in writing,
and such notice shall be given by certified mail,
postage prepaid, return receipt requested; or by
private courier requesting evidence of receipt as a
part of its service, addressed as follows:
To Buyer: Shared Technologies Cellular, Inc.
Attn: Legal Department
100 Great Meadow Road
Wethersfield, CT 06109
To Seller
or to PTC:Peoples Telephone Company, Inc.
Attn: Legal Department/General Counsel
2300 NW 89th Place
Miami, FL 31172
and to:
PTC Cellular, Inc.
Attn: Legal Department
2300 NW 89th Place
Miami, FL 31172
or to such other address as may be designated in
writing by any party from time to time in accordance
herewith, and any notice shall be deemed delivered upon
the earliest to occur of delivery when so placed in the
mails or when delivered to such delivery service as
aforesaid.
11.3 Captions. Article titles and headings to Sections
herein are for convenience of reference only and are
not intended to be a part of or to affect the meaning
or interpretation of this Agreement. The Schedules<PAGE>
referred to herein shall be construed with and as an
integral part of this Agreement.
11.4 Successors and Assigns; Other Parties. This
Agreement shall be binding upon and inure to the
benefit of each party hereto and their respective
successors and assigns, provided that this Agreement
may not be assigned by any party without the prior
written consent of the other parties. No assignment
shall relieve a party of any of its obligations
hereunder without the prior written consent of the
other party.
11.5 Entire Agreement. This Agreement (together with
the Schedules referred to herein), the Note, the
Registration Rights Agreement, the Assumption Documents
and the Collateral Documents, supersede any other
agreement, whether written or oral, that may have been
made or entered into by the parties hereto (or by any
director, officer or representative of such parties)
relating to the matters contemplated hereby. This
Agreement (together with such Schedules) constitutes
the entire agreement by the parties hereto and there
are no agreements or commitments except as expressly
set forth herein.
11.6 Waiver. Except as otherwise expressly provided in
this Agreement, neither the failure nor any delay on
the part of any party to exercise any right, power or
privilege hereunder shall operate as a waiver thereof,
nor shall any single or partial exercise of any right,
power or privilege preclude any other or further
exercise thereof, or the exercise of any other right,
power or privilege available at law or in equity.
11.7 Partial Invalidity. Whenever possible, each
provision hereof shall be interpreted in such manner as
to be effective and valid under applicable law, but in
case any one or more of the provisions contained herein
shall, for any reason, be held to be invalid, illegal
or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any
other provisions of this Agreement, and this Agreement
shall be construed as if such invalid, illegal or
unenforceable provision or provisions had never been
contained herein.
11.8 Counterparts. This Agreement may be executed in
two or more counterparts, any or all of which shall
constitute one and the same instrument.
11.9 Amendment and Termination. This Agreement may not
be amended orally, but only by an instrument in writing
duly executed by the parties.<PAGE>
11.10 Governing Law. This Agreement shall in all
respects be governed by and construed in accordance
with the laws of the State of Delaware applicable to
contracts made and to be performed therein, without
giving effect to any principle of conflict-of-laws that
would require the application of the law of any other
jurisdiction. In the event of any dispute arising in
connection with this Agreement, the Note, the
Registration Rights Agreement, the Assumption
Agreements and/or the Collateral Documents, the
prevailing party shall be entitled to recovery of its
reasonable legal costs and fees, including its
reasonable attorneys fees.
IN WITNESS WHEREOF, this Agreement has been executed as
of the date first above written.
Shared Technologies Cellular, Inc.
By:_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Anthony D. Autorino
President
PTC Cellular, Inc.
By:_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Peoples Telephone Company, Inc.
By:_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _<PAGE>
Schedule 1
1.Liens filed by Creditanstalt-Bankverein or any
affiliate thereof - see Schedule 7.1.2(a).
2. Lien and security interest in favor of Seller
pursuant to Agreement.
3.Any and all encumbrances under the terms of the
contracts constituting a part of the Acquired Assets.
4.Any and all liens arising out of the Assumed
Liabilities.<PAGE>
<TABLE>
<CAPTION>
PTC Cellular,
Inc.
In Car Phones
<C> <S> <S>
Ericsson Smart Phone
Fleet
City Size Size
Atlanta 1,268 0
Baltimore/Wash 928 0
ington
Boston 523 352
Boston Budget 179 32
Chicago 1,502 30
Cleveland 238
Dallas 917 0
Denver 351 0
Detroit 461 0
Houston 775 0
Los Angeles 371 10
Budget
Los Angeles 250 68
Avis Corp
Los Angeles 1,432 10
Avis Grand
Miami 1,284 17
Miami 264 0
Warehouse
Minneapolis 250 0
New York 1,811 30
Philadelphia 599 0
Phoenix 253 0
Pittsburgh 249 0
Portland 208 0
San Francisco 766 0
Seattle 388 0
St. Louis 250 0
Newark/New - 483
Jersey
Totals 15,517 1,032
381 Motorola
Transceivers
47 Motorola
Handsets
7 Completed
C3PO CCU in
case
498 Smart
Phones in<PAGE>
process of
manufacturing
at KBS
NOTE: ALL OF SELLER'S ERICSSON 3 WATT CELLULAR PHONES
WHICH ARE ESTIMATED AS SET FORTH ABOVE,
WHICH MAY BE LESS IN NUMBER
AND BUYER ACKNOWLEDGES SUCH.
/TABLE
<PAGE>
<TABLE>
<CAPTION>
<C> <S> <S> <S>
PTC Cellular,
Inc.
Schedule of Subject to
Inventory usage in
the
ordinary
course of
business
Operations-Cellular
Spare Parts Inventory
Date of Issue Working
Last Working Location
Report
MIAMI WAREHOUSE-MIAINV
ANTENNA GLASS MOUNT-PAGM001 10/16/95 EACH
ANTENNA TRUNK LIP BASE 10/16/95 EACH<PAGE>
ASSEMBLY-PATL001
ANTENNA TRUNK MOUNT COMPLETE- 10/25/95 EACH
FLEX-PATM
ANTENNA TRUNK MOUNT COMPLETE- 10/16/95 EACH
NON FLEX
COIL CORD HANDSET 8 FT- 10/16/95 EACH
PCC0001
CREDIT CARD PHONE MODULE 10/16/95 EACH
(CRVM)-PCRVM01
DATA CONTROL CABLE 18 FT- 10/16/95 EACH
PDC0001
EXTENSION 2-1/2 INCH PE2C001 10/16/95 EACH
EXTENSION 5 INCH-PE5C001 10/16/95 EACH<PAGE>
EXTENSION 90 DEGREE ELBOW- 10/16/95 EACH
PE90E01
GOOSENECK 5 INCH W/TOP PLATE- 10/16/95 EACH
PGN0002
GOOSENECK 9 INCH-PGN0001 10/16/95 EACH
GOOSENECK BASE PLATE-PGNBP01 10/16/95 EACH
GOOSENECK MOUNTING CHANNEL- 10/16/95 EACH
PGNMC01
HANDSET-PHS0001 10/16/95 EACH
HANDSET HOLDER, HANGUP CUP- 10/16/95 EACH<PAGE>
PHSH001
MICROPHONE HANDSFREE 20 FT- 10/16/95 EACH
PMHF001
MOUNT CADILLAC - NEW-PMC0002 10/16/95 EACH
MOUNT CADILLAC-OLD-PMC0001 10/16/95 EACH
MOUNT CENTER CONSOLE-PMC0004 10/16/95 EACH
MOUNT CORISCA SHAFT NUT 1/2 10/16/95 EACH
INCH-PMCSN01
MOUNT CORSICA-PMC0003 10/16/95 EACH<PAGE>
PHONE, WITH DATA CABLE ONLY- 10/16/95 EACH
PPWD001
POWER CABLE W/FUSES & 10/16/95 EACH
CONNECTOR-PPC0001
TRANSCEIVER MOUNTING BRACKET- 10/16/95 EACH
PTB0001
TRANSCEIVER UNIT-PTU0001 10/16/95 EACH
/TABLE
<PAGE>
<TABLE>
<CAPTION>
<C> <C> <C> <C>
<C>
PTC Cellular, Inc.
Schedule of all Computer Equipment-
Miami Location(Summary)
ACC Nile Router
AST Advantage 486
AST Bravo 386
AST Bravo 486
AST Bravo LC 486
AST Premmia 486
Compaq Proliant 4000
Dell 486
Dell Latitude 486
Dell Pentium
HP4 L
HP4 Plus
Okidata 393
Okidata Pacemark 3410
Toshiba T1950CS 486
Toshiba T1950CT 486
Toshiba T1960CT 486
Toshiba T2460CS 486
Xyplex Network 3000 (w/TSU0
Xyplex X.25 Gateway (w/Dial BU)
Field Lap Tops<PAGE>
HP 9000/827 and peripheral equipment
(Detail Schedule 2.1.2.a)
All PTC Cellular Equipment at Daleen
Technologies (Detail Schedule
2.1.2.b)
All Computer Software (Detail
Schedule 2.1.2.c)
/TABLE
<PAGE>
PTC Cellular, Inc. Schedule
2.1.2 a
Schedule of all Computer Equipment-
Cellular Technical Services
HP 9000/827 System for PCC
Description
Model 827S Business Server
HP PA-RISC 48 mHz system
processor
HP Precision Bus with six
single high HP-PB slots
Integrated cabinet and
power supply
Hardware documentation
16 Mbytes ECC memory (1 X
16 MB)
8 RS-232 modem ports
including console access
and remote
access functionality
SCSI Interface
Parallel Centronics
interface
328 Mbyte embedded disk
drive
2.0 Gbytes DDS embedded
cartridge tape drive
HP Lan/9000 Network
Interface controller with
right to use
TCP/IP, ARPA, and NFS
services
8-user HP-UX installed on
embedded disk
Owners Guide and General
Usage Documentation Set
700/92 console with cable
Pre-installation of I/O
cards and memory
Single package shipment
90-day on-site warranty
Power Fail Battery Backup
Floating Point Co-processor
Increase integrated disk
capacity to 1.36 Gbytes
(1X1.36)
Increase main memory to 64<PAGE>
Mbytes
Add Rack Mount Kit
Add eight RS-232 direct
connect ports on
Personality Card
1.1m Integrated Cabinet
100-120V North American
power
1600/6250 bpi Tape Drive
with SCSI Interface
Delete cabinet
SCSI Terminator Low Density
with Bail
SCSI 3' cable
Software on DDS cartridge
HP Site Planning
DAT tapes
HP-UX on DDS tape
Unify Database license for
1-8 users
CTS
Installation/Documentation
Charge
Power controller
V.32 Modem
Cable
<TABLE>
<CAPTION>
<C> <S> <S>
<S>
Description Qty from Location
ASCOM
Fuse 3AG 1AMP 300 BOX A
Fuse 3AG 2AMP 300 BOX A
IC TEST CLIP 8 PIN DIP 1 LAB
IC TEST CLIP 14 PIN DIP 1 USED
IC TEST CLIP 16 PIN DIP 1 LAB
IC TEST CLIP 20 PIN DIP 1 LAB
IC SOCKET 68 PIN PGA 5 BOX CP
IC SOCKET 88 PIN PGA 5 BOX CP
CAP SMT 782-6164 1223/8-11 100 USED
IC E28F004BX-T80 1/3 504 BOX D
IC TD80C188EB-20 9/10 310 BOX D
IC PIC16C84 900 BOX D
INTEL FLASH DEVELOPMENT 1 INDV BOX
KIT
SPOOL 1000' WERE 18 AWG 1 LAB
GREEN WIRE
SPOOL 1000' WERE 20 AWG 1 LAB
RED WIRE
SPOOL 1000' WERE 20 AWG 1 LAB
BLACK WIRE
MAGTEK CARD SWIPE READERS 98 INDV BOX
75 GIVEN TO KBS 3/2/95
SHEET METAL BASES-C3PO- 96 INDV BOX
REV 2 97 BASES & 70 COVERS
STRIP RUBBER FEET 2 BOX CP
BAG (500) #10 (BLUE) RING 1 LAB <500
TERMINALS
SMC ROCKWELL MODEM SM24- 6 BOX CP
D300-021
IC SOCKET 44 PIN PLCC 4 BOX CP
LM 386 SMT PART 10 BOX CP
8007 VECTOR BOARD 5 USED
RIBBON CABLE ASSEMBLY 13 INDV BOX
RJ-45 CONNECTORS 291 BOX CP
CABLE TIES 1 USED
FUSE HOLDERS- IN LINE 2 BOX A
16 PIN DIP HOLDERS 10 BOX D
IC SOCKET 20-PIN DIP 19 BOX D
IC SOCKET 40 PIN DIP 10 BOX D
IC LM324AM SMT-PRG 100 BOX D
IC 27C1001- 15CI 954 BOX D
IC DP8573AU 300 BOX D
IC-SOCKETS 84 PIN PLCC 100 BOX D
IC 74HC86 150 BOX D
CAP 3306F 35V 30 USED
CAP 0.47F 5.5V 30 USED
XTAC MMCC-1-32.760 67 BOX CP<PAGE>
CAP KEMET 33PP 50V SMT. 400 BOX CP
LOOSE
CAP KEMET 330PP 50V SMT. 200 BOX CP
TAPE
7 SMT ROEL G62702A113 3000 BOX G
SIEMENS
CM16C552 81 BOX D
LM 2575T 333 BOX D
RIGHT ANGLE HEADER 50 USED
32.768 MHZ CRYSTAL 6 USED
14 PIN DIP SOCKET, SOLDER 19 USED
TAIL
VECTORBOARD PRESS IN 30 USED
TERMINALS
16 PIN DIP SOCKET SOLDER 9 USED
TAIL
8255 IC 2 BOX CP
74 AC 244 4 BOX CP
74 HCT 04 11 BOX CP
74 AC14 5 BOX CP
74 AC 374 5 BOX CP
74 AC 245 5 BOX CP
74 AC 373 12 BOX CP
27 C265 13 BOX CP
27 C512 29 USED
74 ACQ240 4 BOX CP
74 AC138 3 BOX CP
74 HC14 IC 4 BOX CP
74 HCT86 1 BOX CP
20 PIN DIP SOCKET SOLDER 11 USED
TAIL
28 PIN X .6'' DIP SOCKET, 1 USED
SOLDER TAIL
32 PIN X .6'' DIP SOCKET, 2 USED
SOLDER TAIL
8 PIN DIP SOCKET, SOLDER 3 USED
TAIL
24 PIN DIP SOCKET, SOLDER 1 USED
TAIL
.01 mF CERAMIC CAPACITOR 50 USED
.0012 mF CERAMIC CAPACITOR 10 USED
87 mF CERAMIC CAPACITOR 50 USED
1000PF CERAMIC CAPACITOR 7 USED
39PF CERAMIC CAPACITOR 10 USED
.001 CERAMIC CAPACITOR 7 USED
.0039 CERAMIC CAPACITOR 9 USED
18PF CERAMIC CAPACITOR 1 USED
10mF TANTACUM CAPACITOR 7 USED
19.66 MHZ CRYSTAL 1 USED
680r 1/4 W RESISTOR 9 USED
330r 1/4W RESISTOR 4 USED
15K 1/4W RESISTOR 5 USED
24.9K 1% RESISTOR 3 USED
100mF @ 35V ELECTROLITIC 1 USED<PAGE>
CAPACITOR
33mF @ 10V ELECTROLITIC 1 USED
CAPACITOR
COAXIAL TYPE POWER 1 USED
CONNECTOR
2 POSITION, PC MOUNT 1 USED
TERMINAL BLOCK
SMALL TY-WRAPS 50 USED
PROTOTYPING BUSS STRIPS 9 USED
DB9 CONNECTOR MALE 1 USED
120 VDC @ 800 mA AC 1 BOX A
ADAPTOR
BOX FAN 20"X20" 1 INDV. BOX
2" SPEAKER W/ MINI PHONE 1 BOX CP
PLUG
PIC START- 16B1 1 INDV. BOX
DEVELOPMENT SYSTEM
YAMAHA VODEM EVOLUTION 1 INDV. BOX
BOARD # TIM407
330r SMT RESISTORS 4500 BOX D
10Kr SMT RESISTORS 4500 BOX G
12Kr SMT RESISTORS 4500 BOX D
4.7Kr SMT RESISTORS 4500 BOX D
1 MEGr SMT RESISTORS 4500 BOX D
330r SMT RESISTORS 4500 BOX D
47 Kr SMT RESISTORS 4500 BOX D
1Kr SMT RESISTORS 4500 BOX D
15Kr SMT RESISTORS 4500 BOX D
100r SMT RESISTORS 4000 BOX D
100Kr SMT RESISTORS 4500 BOX D
4.99Kr 1% SMT RESISTORS 4500 BOX D
.1mF SMT CAPACITORS 200 USED
1mF @ 16V SMT CAPACITORS 1500 BOX G
330pF@ 50V SMT CAPACITORS 1500 BOX G
.01mF@50V SMT CAPACITORS 3500 BOX G
74HC 245 SMT 32 BOX CP
74HC 373 SMT 12 BOX CP
80CI88EB20 PLCC 5 USED
74HC374 SMT 11 BOX CP
LM324 SMT 14 BOX CP
74HC14 SMT 7 BOX CP
74HC04 SMT 6 BOX CP
26 GAUGE WIRE WRAP WIRE, 100FT USED
BLUE
24 GAUGE HOOKUP WIRE, USED
ORANGE 50FT
24 GAUGE HOOKUP WIRE, USED
BLACK 50FT
24 GAUGE HOOKUP WIRE, USED
GREEN 50FT
39pF @ 50V SMT CAPACITORS 52 BOX CP
PUSH BUTTON SWITCH SMT 78 BOX CP
10 POSITION HEADER 75 USED
STRAIGHT<PAGE>
VN0610L 17 BOX CP
14.7456 MHZ CRYSTAL 68 BOX CP
33mF @ 10V TANTACUM 58 BOX CP
CAPACITOR SMT
19.6608 MHZ CRYSTAL 19 BOX CP
RJ-11 6 POSITION CONNECTOR 38 BOX CP
RIGHT ANGLE
78LIZ VOLTAGE REGULATOR 54 BOX CP
TO-92
HANDSET CABLES 0 INDV BOX
HANDSFREE MICS 0 INDV BOX
MOTOROLA POWER CABLES 0 INDV BOX
OLD-STYLE ASCOM PHONE 0 INDV BOX
CONTROL BOARDS
ANTENNAS 0 INDV BOX
PROTOTYPE CARD READER 1 INDV BOX
ENCLOSURE
PROTOTYPE LCD DISPLAY 3 INDV BOX
ENCLOSURES
CRU ENCLOSURES 0 INDV BOX
CRU BASES 0 INDV BOX
TRANSCEIVER RETAINING 0 INDV BOX
BRACKETS
MOTOROLA HANDSET EXTENSION 0 INDV BOX
CABLES
CCU ENCLOSURES 0 INDV BOX
HANDSET CABLE MOUNTS 0 INDV BOX
CCU ENCLOSURE BASE PLATES 0 INDV BOX
GOOSENECKS 0 INDV BOX
ERICSSON HANDSET 1 INDV BOX
OLD STYLE CARD READER 1 INDV BOX
ASSEMBLY
INTEL FLASH DEVELOPMENT 1 INDV BOX
KIT
AUDIOVOX MODEL BC-65 1 INDV BOX
CELLULAR PHONE
MOTOROLA HANDSETS 0 INDV BOX
CABLE SETS FOR C3PO USED 0 INDV BOX
BY TESTING
CAPACITOR SMT TYPE .1uF 0 BOX CP
CAPACITOR ELECTROLYTIC 0 BOX CP
330uF 35V
84 PIN PLCC SOCKETS SMT 0 BOX CP
TYPE
RIGHT ANGLE HEADER .1" 0 BOX CP
SPACING 10 POSITION
STRAIGHT HEADER .1" 0 BOX CP
SPACING 10 POSITION
120VAC TO 12VDC @180mA 0 BOX CP
CONVERTOR
74HC02 0 BOX CP
IN5822 DIODE 0 BOX A
IN5817 DIODE 0 BOX A
19.6608 KHZ CRYSTAL 0 BOX A<PAGE>
DIODE SMT TYPE 200V 0 BOX A
GENERAL PURPOSE
VOLTAGE REGULATOR 0 BOX A
LM78LIZACZ
RJ 13 CONNECTORS MALE 0 BOX B
RJ 45 CONNECTORS MALE 0 BOX B
RJ 11 CONNECTORS MALE 0 BOX B
PC BUS EXTENDER BOARD 0 BOX B
68 PIN PLCC SOCKETS, 0 BOX B
SOLDER TAIL
84 PIN PLCC SOCKETS, 0 BOX B
SOLDER TAIL
44 PIN PLCC SOCKETS, 0 BOX B
SOLDER TAIL
32 PIN PLCC SOCKETS, 0 BOX B
SOLDER TAIL
28 PIN PLCC SOCKETS, 0 BOX B
SOLDER TAIL
10 PIN RIGHT ANGLE HEADERS 0 BOX B
10 PIN CONNECTOR FOR ABOVE 0 BOX B
HEADER
PINS FOR ABOVE CONNECTOR 0 BOX B
40 PIN ZIF SOCKETS 0 BOX B
40 PIN RECEPTACLES 0 BOX B
28 PIN ZIF SOCKET 0 BOX B
RECEPTACLES
PROTO-BOARDS 4.5 X 4.5" 0 BOX B
SHACK PROJECT BOXES 0 BOX B
28 PIN ZIF SOCKETS 0 BOX B
EZ-HOOK PROBES RED 0 BOX B
EZ-HOOK PROBES BLACK 0 BOX B
30 PIN SP STRIPS SOLDER 0 BOX B
TAIL
RJ45 CONNECTOR FEMALE 0 BOX B
LM324 0 BOX B
2N2222A TRANSISTORS 0 BOX B
1N4001 DIODES 0 BOX B
4.7V ZENER DIODE SMT-TYPE 0 BOX B
SOT23
HEATSINK TO-220 CLIP-ON 0 BOX B
HEATSINK TO-220 PCB 0 BOX B
MOUNTED
HEATSINK TO-220 SCREW-ON 0 BOX B
PUSHBUTTON SWITCH GMM 0 BOX B
RIGHT ANGLE
40 MHZ OSCILLATOR 0 BOX B
12 MHZ OSCILLATOR 0 BOX B
SHORTING JUMPERS 1" 0 BOX B
SPACING
FET IRF Z14 0 BOX B
VOLTAGE REGULATOR 7805 TO- 0 BOX B
220
32.768 KHZ OSCILLATOR SMT- 0 BOX B
TYPE<PAGE>
24 MHZ OSCILLATOR 0 BOX B
TRANSISTOR 2N2907 0 BOX B
VOLTAGE REGULATOR 0 BOX B
ADJUSTABLE LM317
.1uF@50V CAPACITORS 0 BOX B
47uF@35V CAPACITORS 0 BOX B
ELCTROLYTIC
.47uF@63V CAPACITORS 0 BOX B
CERAMIC
22pF@100V CAPCITORS 0 BOX B
CERAMIC
47K OHM RSIP 10 LEAD 0 BOX B
150 OHM RESISTOR 1/4W 0 BOX B
430 OHM RESISTOR 1/4W 0 BOX B
560 OHM RESISTOR 1/4W 0 BOX B
100K OHM RESISTOR 1/4W 0 BOX B
330 OHM RESISTOR 1/4W 0 BOX B
20K OHM RESISTOR 1/4W 0 BOX B
15K OHM RESISTOR 1/4W 0 BOX B
1K OHM RESISTOR 1/4W 0 BOX B
2.7K OHM RESISTOR 1/4W 0 BOX B
120 OHM RESISTOR 1/4W 0 BOX B
10K OHM RESISTOR 1/4W 0 BOX B
SI 9407 OP AMP SMT_TYPE 0 BOX B
LT1172 VOLTAGE REGULATOR 0 BOX B
LT 1076 VOLTAGE REGULATOR 0 BOX B
LT 1129 VOLTAGE REGULATOR 0 BOX B
LT 1074 VOLTAGE REGULATOR 0 BOX B
MAX 8217 OP AMP 0 BOX B
LT1029 VOLTAGE REFERENCE 0 BOX B
LT 1721, 50-8 0 BOX B
DIODE, HIGHSPEED,SOT23 0 BOX B
BAS16ZXCT
DIODE MBRS130LT3 0 BOX B
56uF@16V CAPACITOR 0 BOX B
ELECTROLYTIC
7.68K OHM RESISTOR SMT 0 BOX B
1206
1K OHM RESISTOR SMT 1206 0 BOX B
100K OHM RESISTOR SMT 1206 0 BOX B
9.76K OHM RESISTOR SMT 0 BOX B
1206
750 OHM RESISTOR SMT 1206 0 BOX B
2.21K OHM RESISTOR SMT 0 BOX B
1206
1.24K OHM RESISTOR SMT 0 BOX B
1206
10K OHM RESISTOR SMT 1206 0 BOX B
3.92K OHM RESISTOR SMT 0 BOX B
1206
10.7K OHM RESISTOR SMT 0 BOX B
1206
1.15K OHM RESISTOR SMT 0 BOX B
1206<PAGE>
2.8K OHM RESISTOR SMT 1206 0 BOX B
1.62K OHM RESISTOR SMT 0 BOX B
1206
.01uF@50V CAPACITORS SMT 0 BOX B
1206
SHACK PROJECT BOX 0 BOX C
LED RED 0 BOX C
MINI TOGGLE SWITCHES SPDT 0 BOX C
JACK SCREWS LONG 0 BOX C
JACK SCREW SHORT 0 BOX C
15 PIN D SUB CONNECTOR PCB 0 BOX C
MOUNT RIGHT ANGLE MALE
37 PIN D SUB CONNECTOR PCB 0 BOX C
MOUNT RIGHT ANGLE MALE
9 PIN D SUB MALE SOLDER- 0 BOX C
TYPE
9 PIN D SUB FEMALE SOLDER- 0 BOX C
TYPE
25 PIN D SUB MALE SOLDER- 0 BOX C
TYPE
25 PIN D SUB FEMALE 0 BOX C
SOLDER-TYPE
15 PIN D SUB MALE SOLDER- 0 BOX C
TYPE
15 PIN D SUB FEMALE 0 BOX C
SOLDER-TYPE
37 PIN D SUB MALE SOLDER- 0 BOX C
TYPE
37 PIN D SUB FEMALE 0 BOX C
SOLDER-TYPE
HOODS FOR 9 PIN D 0 BOX C
CONNECTORS METALLIZED
HOODS FOR 15 PIN D 0 BOX C
CONNECTORS METALLIZED
HOODS FOR 15 PIN D 0 BOX C
CONNECTORS PLASTIC
HOODS FOR 25 PIN D 0 BOX C
CONNECTORS PLASTIC
HOODS FOR 25 PIN D 0 BOX C
CONNECTORS METALLIZED
HOODS FOR 25 PIN D 0 BOX C
CONNECTORS PLASTIC
8 CONDUCTOR FLAT CABLE 0 BOX C
4 CONDUCTOR FLAT CABLE 0 BOX C
80C188 0 BOX D
TC551001AFTL-70L 0 BOX D
MOTOROLA MHR13TAJ 40.0 0 BOX D
10uF CAPACITOR SMT TYPE 0 BOX D
330pF CAPACITOR SMT-TYPE 0 BOX D
SIEMENS BAS 20 E-6327 SMT- 0 BOX D
TYPE
1uF CAPACITOR SMT 0 BOX D
PHILIPS S87C652-5A44 PLCC 0 BOX D
NATIONAL NM27C512 PLCC 0 BOX D<PAGE>
SGS THOMSON M74HC245M1R 0 BOX D
NATIONAL LM386M-1 0 BOX D
74HC04, SO-14 0 BOX D
OSCILLATOR 8 MHZ 0 BOX D
26PIN HEADER CONNECTOR DIP 0 BOX D
.1" SPACING
WRAP ID 24 0 BOX E
WRAP ID 28 0 BOX E
WRAP ID 8 0 BOX E
WRAP ID 16 0 BOX E
WRAP ID 40 0 BOX E
WRAP ID 20 0 BOX E
WRAP ID 14 0 BOX E
WRAP ID 24 SKINNY 0 BOX E
28 PIN WIRE-WRAP SOCKET 0 BOX E
32 PIN WIRE-WRAP SOCKET 0 BOX E
24 PIN WIRE-WRAP SOCKET 0 BOX E
SKINNY
28 PIN WIRE-WRAP SOCKET 0 BOX E
SKINNY
14 PIN WIRE-WRAP SOCKET 0 BOX E
16 PIN WIRE-WRAP SOCKET 0 BOX E
8 PIN WIRE-WRAP SOCKET 0 BOX E
28 PIN WIRE-WRAP SOCKET 0 BOX E
40 PIN WIRE-WRAP SOCKET 0 BOX E
PCF8591 0 BOX F
P82B715 0 BOX F
CD22100 0 BOX F
MC74H04 0 BOX F
M74HC08 0 BOX F
MM74HC373 0 BOX F
MB8464A-10L-5K 0 BOX F
74HC02 0 BOX F
MTP50P03HDL 0 BOX F
PC74HC245 0 BOX F
74HC00 0 BOX F
TIL113 0 BOX F
CD22202 0 BOX F
CXK58257SP-10L 0 BOX F
DS1252 0 BOX F
PCF8584 0 BOX F
3.6864 MHZ OSCILLATOR 0 BOX F
73K324L-IP 0 BOX F
4D74HC32 0 BOX F
SN74HC14 0 BOX F
MM74HC05 0 BOX F
DM7406 0 BOX F
74F374 0 BOX F
16.0000 MHZ OSCILLATOR 0 BOX F
1.8432 MHZ OSCILLATOR 0 BOX F
28 PIN ZIF SOCKET 0 BOX F
82C55 0 BOX F
/TABLE
<PAGE>
<TABLE>
<CAPTION>
<S> <S> <S> <S> <S> <S>
Product <S>
Vendor Inv Date Category Machine Name Location
Description Bar Code
DB Tools.h++ Rogue Wave 12/28/94 BRAIN DTI
MS Windows Merisel 1/19/95 BRAIN PTCC Miami
Server NT v3.5
MS SQL Servers Merisel 1/27/95 BRAIN CELLDBONE PTC Miami
NT V4.21A
Compaq Proliant Merisel 1/10/95 BRAIN PTCC Miami
4000R
Codex Modem CES BRAIN PTCC Miami PTCC017
Cleo 3780 Plus Interface BRAIN PTCC Miami
with API Systems
All sync Cable Interface System BRAIN PTCC Miami PTCC018
for Cleo
Belk RGB Monitor CompUSA 1/27/95 Cary
Cable
PPMTII 9600 Merisel 6/3/95 Comm SMACS2 DTI Lab PTCC026
Minitower Modem Server
PPMTII 9600 Merisel 6/3/95 Comm SMACS2 DTI Lab PTCC027
Minitower Modem Server
PPMTII 9600 Merisel 6/3/95 Comm SMACS2 DTI Lab PTCC028
Minitower Modem Server
PPMTII 9600 Merisel 6/3/95 Comm SMACS2 DTI Lab PTCC029
Minitower Modem Server
PPMTII 9600 Merisel 6/3/95 Comm SMACS2 DTI Lab PTCC030
Minitower Modem Server
PPMTII 9600 Merisel 6/3/95 Comm SMACS2 DTI Lab PTCC031
Minitower Modem Server
PPMTII 9600 Merisel 6/3/95 Comm SMACS2 DTI Lab PTCC032
Minitower Modem Server
PPMTII 9600 Merisel 6/3/95 Comm SMACS2 DTI Lab PTCC033
Minitower Modem Server
PPMTII 9600 Merisel 6/3/95 Comm DTI Lab PTCC034
Minitower Modem Server
PPMTII 9600 Merisel 6/3/95 Comm DTI Lab PTCC035
Minitower Modem Server
PPMTII 9600 Merisel 6/3/95 Comm DTI Lab PTCC044
Minitower Modem Server
PPMTII 9600 Merisel 6/3/95 Comm DTI Lab PTCC045
Minitower Modem Server
MS Windows Merisel 6/3/95 CommServer CS1,DEVCS1 PTCC Miami,
Server NTv3.5 DTI
MS SQL Server Merisel 6/3/95 CommServer CS1 PTCC Miami
4.21A
Dell Dimension Dell 4/28/95 CommServer CS1,DEVCS1 PTCC Miami, PTCC019
575/XPS DTI
CTX Color Dell 4/28/95 CommServer CS1,DEVCS1 PTCC Miami, PTCC020
Monitor DTI
Digi-board PC/8E Merisel 2/3/95 CommServer SMACS2 DTI Lab<PAGE>
Lan
PPMTII 9600 Merisel 2/3/95 CommServer PTCC Miami
Minitower Modem
8MB Memory Dell 1/26/95 CommServer CS2 PTCC Miami
Module
4MBx9-70 SIMM Tech Data 1/18/95 CommServer CS2 PTCC Miami
Borland C++ 4.5 Merisel 3/21/95 CommServer DIMA PTCC Miami
CD-ROM COMPUP
PNY 8MB Memory Merisel 3/4/95 CommServer CS2 PTCC Miami
Modules
Digiboard PC/8E Merisel 6/3/95 CommServer CS1,DEVCS1 PTCC Miami,
LAN DB25 DTI
MS SQL Server NT Merisel 1/13/95 CommServer SMACS2 DTI
V4.21A
MS Windows NT Merisel 1/27/95 CommServer DTI, PTCC
Server V3.5 Miami
MS SQL Servers Merisel 1/27/95 CommServer DEVCS1 DTI
NT V4.21A
MS Visual C++ UP 1/27/95 CommServer DIMA,FRDI has PTCC Miami PTCC053
WIN/WINNT V2.00 box
Dell 466/DM Dell 1/18/95 CommServer SMACS2 DTI Lab PTCC023
Computer
Dell 15" Dell 1/18/95 CommServer SMACS2 DTI Lab PTCC024
Trinitron
Monitor
Panasonic 616KSV Elite Telecom 1/25/95 CommServer DTI Lab PTCC021
PPMTII 9600 PTCC022
Merisel 1/19/95 CommServer PTCCMiami
Minitower Modem
Digiboard PC/8E Merisel 1/19/95 CommServer CS2 PTCC Miami
Lan
PPMTII 9600 Tech Data 12/23/94 CommServer PTCC Miami
Minitower Modem
PPMTII 9600 Tech Data 12/23/94 CommServer DTI boxed
Minitower Modem
PPMTII 9600 Tech Data 12/23/94 CommServer FRDI
Minitower Modem
PPMTII 9600 Tech Data 12/23/94 CommServer DTI Lab PTCC046
Minitower Modem
PPMTII 9600 Tech Data 12/23/94 CommServer DTI Lab PTCC047
Minitower Modem
PPMTII 9600 Tech Data 12/23/94 CommServer DTI Lab
Minitower Modem PTCC048
Digiboard PC/8E Tech Data 12/15/94 CommServer PTCC Miami
Lan
3COM Ethernet Daleen CommServer CS1, DEVCS1 PTCC Miami,
Cards in CS1 and Technologies DTI
DEVCS1
12V Reg. Power Radio Shack 3/8/95 Field New York
Supply N/A
Installer
Macro Assembler Franklin 2/15/95 Firmware DTI BOX M
RIDFM Optoelectronics 4/27/95 Firmware DTI Jobo PTCC057
Communication
Interceptor<PAGE>
10 Second Voice Radio Shack 4/25/95 Firmware DTI JOBO
Board
Promice Simplex Grammer Engine 1/20/95 Firmware DTI JOBO
8mbit Inc.
Compeditor C-II Ayeco Inc. 1/18/95 Firmware DTI BOX M
TDD Designer Ayeco Inc. 1/18/95 Firmware DTI BOX M
Clear Software The Programmer's 1/5/95 Firmware DTI BOX M
allClear 3.0 WIN Shop
Shapeware Corp The Programmer's 1/5/95 Firmware DTI JOBO
Visio 3.0 Shop
Windows
Under Wave Inc. The Programmer's 1/5/95 Firmware DTI BOX M
Track Record 1.5 Shop
WIN
MKS Toolkit 4.2 The 1/5/95 Firmware DTI JOBO
Programmers's
Shop
AST Bravo 386 PTCC Functional DTI PTCC025
Test Unit
MMT-188EB Midwest Micro- 1/10/95 Hardware DTI Lab
Project Board PTCC052
0-9 Wire Marker Villa Park 2/20/95 Hardware USED
Book Electric Supply
Logic Probe JDR 1/26/95 Hardware DTI Lab
Vise Circuit PTCC054
Digi-Key 1/26/95 Hardware DTI Lab PTCC055
Board and Base
Logixell Logic PTCC056
Holder Personal 1/13/95 Hardware DTI BOX M
Analyzer Computing Tools
Software
MS Windows Merisel 6/3/95 Instructor Instructor DTI
Server NTv3.5
Dell Dimension Dell 4/28/95 Instructor Instructor DTI PTCC010
575/XPS
CTX Color Dell 4/28/95 Instructor Instructor DTI PTCC011
Monitor
Epson Action Merisel 5/10/95 Instructor DTI
Laser 1500 PTCC012
28.8 Supra Fax Merisel 5/26/95 Instructor DTI PTCC015
Modem
CCD Scanners FX Manufacturing Mar-95 Instructor DTI one PTCC016
still in box
Digiboard PC/4E Merisel 3/3/95 Instructor INSTRUCTOR DTI
LAN DB-25
Fargo Allegro PTCC Instructor PTCC013
Thermal Printer
PPMTII 9600 Merisel 6/3/95 Misc New York
Minitower Modem N/A
PPMTII 9600 Merisel 6/3/95 Misc Boston Inst
Minitower Modem N/A
PPMTII 9600 Merisel 6/3/95 Misc LA Inst
Minitower Modem N/A
PPMTII 9600 Merisel 6/3/95 Misc Chicago Inst N/A
Minitower Modem
1200 MA Ni Cad Sound Advice 5/5/95 Testing Bob Drujon<PAGE>
Battery
Borland C++ 4.5 The Programmer's 1/5/95 Testing DTI
DOS/WIN/NT Shop
Wavetek Wavetek Testing DTI PTCC014
MS Windows NT Merisel 1/13/95 DTI
Server V3.5
14.4 Modem Tech Data 12/15/94 PTCC Miami
Firmware loader DTI PTCC079
386 and monitor
REV-1 C3P0 PCB PTCC080
Daughter BD.
REV-1 C3P0 PCB BOXED
MAIN BD
SCOPE PROBE USED
P6119B 100 MHZ
SCOPE PROBE USED
P6103B 60 MHZ
NEEDHAM LAB PTCC064
PROGRAMMER
PC SYSTEMS (1- LAB
DEC pc- 3165X & PTCC065
PTCC066
PTCC067
APC BACK-UPS 250 PTCC068
BOXED 2 PTCC077
UPS SYSTEM
PROTO-CRVM UNIT PTCC078
INDV. BOX
HP Logic Returned to PTC
Analyzer Model on 9/22/95
Number 1650A received by
with test cable
Tektronix Logic Returned to PTC
Alan Cortazzo
Analyzer Model on 9/22/95
1225 received by
Tektronix 16 Returned to PTC
Alan Cortazzo
channel Active on 9/22/95
Probe MN# P6442 received by
Functional Alan Cortazzo Brought to
tester PTCC083
KBS on
10/5/95
/TABLE
<PAGE>
<TABLE>
<CAPTION>
PTC Cellular, Inc.
Schedule 2.1.2.c
Schedule of all
Computer
Software
<C> <S>
Use Description
Ericsson Phone Carrier Audit
Ericsson Phone Carrier Tape Conversion
Ericsson Phone Billing Audit
Ericsson Phone Financial Reporting
Ericsson Phone Customer Service<PAGE>
Ericsson Phone Inventory
New Phone Hardware/Firmware
New Phone Communication
Server(SMACS)
New Phone Billing & Rating System
(BRAIN)<PAGE>
New Phone Asset Manager
New Phone SMACS GUI<PAGE>
New Phone Instructor C++
New Phone Scheduler C++
General Microsoft Office
General Microsoft Project
General Windows NT
General Novell 3.12
General PowerBuilder 3.0
General Visual Basic
General Crystal Reports
General OBDC drivers
General Goldmine for Windows
General SNAPGraphix
General Faxserve
General MS Access
/TABLE
<PAGE>
Schedule 2.1.3.
Trademark Rights:
None.
Patent Rights:
Patent Application number 08/390,921, entitled ``
Method and Apparatus for Tracking and Transmitting
Communication Information for Wireless Communication
Systems'' was filed on February 14, 1995 with the USPTO
by Cary Bufferd, Boca Raton, FL, and Rick Harris,
Scottsdale, AZ. The USPTO acknowledged receipt of this
Application on June 9, 1995. Cary Bufferd and Rick
Harris have assigned to PTC Cellular, Inc. their
rights, title and interest for the United States of
America and Canada in the invention for which the
aforementioned Patent Application was filed.<PAGE>
<TABLE>
<CAPTION>
PTC Cellular, Inc.
Schedule of all Tools, Supplies, Furniture, and
Fixtures
<S> <S>
Item Qty
PTCC office Furniture and Equipment (Miami
Location)
DESKS
CHAIRS
TABLE
COMPUTER DESKS
CREDENZAS
SHELVES
BULLETIN BOARDS
FILE CABINETS
FILE CABINETS (MATCHES *
CUBICLES)
LARGE CUBICLES and *
ASSOCIATED FURNITURE (1)
SMALL CUBICLES and *
ASSOCIATED FURNITURE (2)
FAX MACHINES
COPY MACHINES
PTCC Warehouse Furniture and
CHAIRS
Equipment (Miami Location) *
TABLES
BULLETIN BOARDS
FILE CABINETS
SHELVES
WORK BENCHES
PTCC Central Zone
DESKS
CREDENZA
COMPUTER TABLE
FILE CABINETS
FAX MACHINES
BOOKCASE
METAL CABINET
PTCC Western Zone
LED MESSAGE SIGN<PAGE>
FAX MACHINE
COPY MACHINE
DESKS
CHAIRS
WORK BENCH
FILE CABINETS
CABINET
TABLE
PTCC NorthEast Zone
FAX MACHINE
Jon Sorenson's Office
FAX MACHINE
* Right to use through transition period only.
These assets are not part of this Agreement.
(1) Includes chair,work table, file cabinet, and
desk
(2) Includes chair
/TABLE
<PAGE>
<TABLE>
<CAPTION>
Product Inv#
Vendo Inv Machin
Categor
Description r Date e Name
y
<S> <C> <C> <C>
RS232 Breakout
Box
Epson America
LQ570 Plus 24pin
Printer
Dymo Hobbyist
Label Maker
Modular Crimp
Tool with RJ-
MDS Screwdriver
11/RJ-45 Dies<PAGE>
Tool Chest
Marker Dispenser
w/MRKRS
Wire Wrap Hand<PAGE>
Tool
BASIC Stamp
Programming
Package
ISOBar 6 outlet
power strip
120V Wire Wrap
Tool
11 PC Hollow
Shaft
Screwdriver
Wrench Set
Wire Wrap Cut
and Strip<PAGE>
Wave II
Magnifying Light
Solder Station
Model21 CMM SER
Fluke Multimeter
(digital)
Triple Power
Supply
30V Power Supply
4"x2" Labels<PAGE>
4" Printer
Ribbon 1182'
12V Reg Power
Supply
12V Reg Power
Supply
12V Reg Power
Supply
12V Reg. Power
Supply
12V Auto Battery
12V Reg. Power
Supply<PAGE>
DMM Multi-Meter
(Testing)
Power Supply 30
VDC 3A (Testing)
JVC KSR 125
Video Tape
12V Reg Power
Supply
OKI SAH-3
TWEEZER HOLDER
OKI SAH-1 IRON
HOLDER
OKI SAI-690
SOLDERING IRON
OKI SAI-644 SMT<PAGE>
TWEEZERS
OKI RBH-A BOARD
HOLDER
OKI RTS-A
WORKING BASE
OKI FCR-2201
REWORK
CONTROLLER
OKI FCT-2220
bag of test clip Returned to PTC on
wires 9/22/95 received by Alan
Cortazzo
bag of test clip Returned to PTC on
grabbers 9/22/95 received by Alan
Cortazzo
Global Returned to PTC on
Specialties 9/22/95 received by Alan
Power Supply MN Cortazzo
Tester
1302 Brought to KBS on
interconnect box 10/5/95
/TABLE
<PAGE>
Schedule 5.3
A. Liabilities to be paid by Buyer (``STC'')
(``Conditionally Assumed Payables''):
1. All Conditionally Assumed Payables listed on the
Seller (``PTCC'') Aged Payables Report as of 10/31/95
and attached hereto as Schedule 5.3.1, exclusive of
all liabilities payable to the vendors listed in
Schedule 5.3.2:
2. The following other liabilities:
- All credit card processing fees attributable to
periods prior to November 1, 1995.
- Remaining Avis Agreement signing bonus equal to
$50,000.00.
- Remaining CTS Wind Down Agreement termination fees:
$ 10,000.00 November & December
$100,000.00 Final payment
$ 75,000.00 PTC extra CTS credit for system change
- All car rental company commissions attributable to
periods prior to November 1, 1995.
- All cellular carrier and long distance charges
attributable to periods prior to November 1, 1995.
- All amounts due to KBS, Inc. attributable to the
1,430 phone production in progress.
- $24,688 due to Shared Technologies Cellular related
to the PTCC portable sale.
- $8,814 due to American Cellular Rental related to the
PTCC portable sale.
- All cost of operations and s,g&a expenses, (exclusive
of salaries and related taxes and fringe
benefits)attributable to periods prior to November 1,
1995.
- $10,330 due to Hewlett Packard for the PTCC Seattle
computer.
3. The following off balance sheet liabilities:
- Any payments attributable to the resolution of
pending cellular carrier credits in connection with
cloning for carrier invoices belonging to periods prior
to November 1, 1995. This applies only to open PTCC
accounts listed on Schedule 5.3.3 ``STC Pending Carrier
Credits''.
4. Salaries and related taxes and fringe benefits from
November 1, 1995 through November 15, 1995 shall be
paid by PTCC and STC shall promptly reimburse PTCC for
all such payments and costs related thereto.
5. The parties acknowledge and agree that any and all
liabilities for periods on or after November 1, 1995 in<PAGE>
connection with the aforementioned or any other
liabilities shall be the obligation and responsibility
of STC and shall not be deducted from the holdback fund
as described in the Agreement to which this schedule is
attached.
B. Revenue to be collected by STC:
1. All existing trade accounts receivable for billings
attributable to periods prior to November 1, 1995.<PAGE>
<PAGE>
<TABLE>
<CAPTION>
11/21/95 AGED PAYABLES REPORT BY:
VENDOR NAME PAGE 1
11:22:38 PTC Cellular, Inc.
BEGINNING RANGE: <FIRST> AGING DATE: 10/31/95
ENDING RANGE: <LAST>
<C> <S> <S> <S> <S> <S>
============================================================
DOC# APPLY# P.O.# INVOICE NO. DATE TYPE
<S> <S> <S> <S>
0 - 30 31 - 60 61 - 90 OVER 90
============================================================
VENDOR: AC002 ACCELE ELECTRONICS INC.
003364 003364 C1304 136523 10/01/95 INVOICE 531.57
003368 003368 C1310 139939 10/04/95 INVOICE 120.68
003408 003408 C1310 139989 10/11/95 INVOICE 88.48
003550 003550 C1315 141074 10/12/95 INVOICE 1095.38
003554 003554 C1315 141140 10/12/95 INVOICE 221.41
-----------------------------------------------------------------------------
----------------
2057.52 2057.52 0.00 0.00 0.00
-----------------------------------------------------------------------------
----------------
VENDOR: AD001 ADIA PERSONNEL SERVICES
003471 003471 382813 10/01/95 INVOICE 897.75
-------
-----------------------------------------------------------------------------
897.75 897.75 0.00 0.00
0.00
-------
-----------------------------------------------------------------------------
VENDOR: AD003 ADIA PERSONNEL SERVICES
003499 003499 401458 10/08/95 INVOICE 966.63
003500 003500 438455 10/22/95 INVOICE 895.38
003503 003503 419923 10/15/95 INVOICE 1018.88
-----------------------------------------------------------------------------
-
2880.89 2880.89 0.00 0.00
0.00<PAGE>
-----------------------------------------------------------------------------
-
VENDOR: AI003 AIRTOUCH CELLULAR - AT
002913 002913 AUG 95 09/01/95 INVOICE
4260.23
003239 003239 SEPT 95COR 09/12/95 INVOICE
4180.90
-----
-----------------------------------------------------------------------------
8441.13 0.00 8441.13 0.00
0.00
----
-----------------------------------------------------------------------------
VENDOR: AI005 AIRTOUCH CELLULAR
002860 002860 AUG 95 09/01/95 INVOICE
21283.71
003240 003240 SEPT 95COR 09/12/95 INVOICE
17163.05
003353 003240 SEPT 95DM 10/01/95 DB MEMO
-4410.00
--
------------------------------------------------------------------------
34036.76 0.00 34036.76 0.00 0.00
--
-------------------------------------------------------------------------
VENDOR: AI006 AIRTOUCH CELLULAR - LA
003521 003521 5260100895 10/08/95 INVOICE 37.63
----
-----------------------------------------------------------------------------
37.63 37.63 0.00 0.00
0.00
----
----------------------------------------------------------------------
VENDOR: AL002 ALLEN-TELECOM GROUP INC.
003421 003421 323358 10/01/95 INVOICE 78.44
----------------------------------------------------------------------------<PAGE>
78.44
78.44 0.00 0.00 0.00
-----------------------------------------------------------------------------
-
VENDOR: AL004 ALTA GRAPHICS
003545 003545 C1297 9207 10/01/95 INVOICE 316.33
-----------------------------------------------------------------------------
316.33 316.33 0.00 0.00
0.00
-----------------------------------------------------------------------------
VENDOR: AL005 ALZATI/RICK
003512 003512 103195 10/31/95 INVOICE 6593.00
-----------------------------------------------------------------------------
-
6593.00 6593.00 0.00 0.00
0.00
----------------------------------------------------------------------------
VENDOR: AM100 AMERICA'S REGISTRY,INC.
003337 003337 44805 10/01/95 INVOICE 1600.00
003338 003338 45453 10/01/95 INVOICE 640.00
-----------------------------------------------------------------------------
-
2240.00 2240.00 0.00 0.00
0.00
-----------------------------------------------------------------------------
VENDOR: AM102 AMERICAN CELLULAR RENTAL, INC.
003582 003582 OCT 95 10/31/95 INVOICE 1768.33
-----------------------------------------------------------------------------
1768.33 1768.33 0.00 0.00
0.00<PAGE>
-----------------------------------------------------------------------------
-
VENDOR: AM004 AMERICAN EXPRESS
003510 003510 PT0595 10/01/95 INVOICE 1320.00
003511 003511 PC0995 10/24/95 INVOICE 660.00
-------
----------------------------------------------------------------------------
1980.00 1980.00 0.00 0.00
0.00
------
-----------------------------------------------------------------------------
VENDOR: AM101 AMERICAN FASTENERS CORP.
003547 003547 C1312 144732 10/13/95 INVOICE 117.58
-----------------------------------------------------------------------------
-
117.58 117.58 0.00 0.00 0.00
----------------------------------------------------------------------------
VENDOR: AP001 APPOW/RUDOLPH
003529 003529 W/E 102795 10/27/95 INVOICE 76.50
-----
-----------------------------------------------------------------------------
76.50 76.50 0.00 0.00
0.00
---
-----------------------------------------------------------------------------
-
VENDOR: AR005 ARDIZZONE/JOE
003618 003618 W/E 102295 10/22/95 INVOICE 18.67
-----
-----------------------------------------------------------------------------
18.67 18.67 0.00 0.00
0.00
-----
-----------------------------------------------------------------------------
VENDOR: AT028 AT&T
003443 003443 SEPT 95 10/01/95 INVOICE 226.64
------
-----------------------------------------------------------------------------<PAGE>
226.64 226.64 0.00 0.00
0.00
------
-----------------------------------------------------------------------------
VENDOR: CE007 AT&T WIRELESS SERVICE
002733 002733 JUL 95 09/01/95 INVOICE
228.46
002950 002950 AUG 95 08/01/95 INVOICE
2789.23
003072 002950 AUG 95DM 09/01/95 DB MEMO
-1655.71
003108 002950 AUG 95DM 09/01/95 DB MEMO
-1088.95
003107 003107 AUG 95 09/01/95 INVOICE
315.45
003181 003181 AUG 95 09/01/95 INVOICE
522.19
--
-----------------------------------------------------------------------------
-
1110.67 0.00 1066.10 0.00
44.57
--
-----------------------------------------------------------------------------
-
VENDOR: CE010 AT&T WIRELESS SERVICES
003042 003042 SEPT 95 09/08/95 INVOICE
3769.04
003165 003042 SEPT 95DM 09/08/95 DB MEMO
-30.00
003326 003326 OCT 95 10/08/95 INVOICE 3272.09
------
--------------------------------------------------------------------
7011.13 3272.09 3739.04 0.00
0.00
------
--------------------------------------------------------------------
VENDOR: CE009 AT&T WIRELESS SERVICES
003583 003583 SEPT 95 10/01/95 INVOICE 1514.44
------
----------------------------------------------------------------------------
1514.44 1514.44 0.00 0.00
0.00<PAGE>
------
-----------------------------------------------------------------------------
VENDOR: CE014 AT&T WIRELESS SERVICES
003477 003477 OCT 95 10/24/95 INVOICE 234.28
-------
---------------------------------------------------------------------------
234.28 234.28 0.00 0.00
0.00
------
---------------------------------------------------------------------------
VENDOR: ME003 AT&T WIRELESS SERVICES
003494 003494 OCT 95 10/27/95 INVOICE 200.73
--------
---------------------------------------------------------------------------
200.73 200.73 0.00 0.00
0.00
----------
-------------------------------------------------------------------------
VENDOR: AT100 ATLANTAX SYSTEMS, INC.
003243 003243 1694COR 09/26/95 INVOICE
3000.29
003622 003622 1780 10/30/95 INVOICE 2932.11
---------
----------------------------------------------------------------------------
5932.40 2932.11 3000.29 0.00
0.00
---------
----------------------------------------------------------------------------
VENDOR: AV007 AVIS GRAND RENT-A-CAR
003468 003468 102495 10/24/95 INVOICE 1250.00
--------
--------------------------------------------------------------------------
1250.00 1250.00 0.00 0.00
0.00
--------
--------------------------------------------------------------------------<PAGE>
VENDOR: AV001 AVIS RENT A CAR
003143 003143 JULY 95 09/19/95 INVOICE
52825.33
003144 003144 JUNE 95 09/19/95 INVOICE
52496.80
003467 003467 102495 10/24/95 INVOICE 29960.00
003616 003616 JUN-AUG 95 10/31/95 INVOICE 5.61
-
--------------------------------------------------------------------------
135287.74 29965.61 105322.13 0.00 0.00
-
--------------------------------------------------------------------------
VENDOR: AV016 AVIS RENT-A-CAR
003501 003501 102595 10/25/95 INVOICE 385.00
003615 003615 110695 AUG 10/31/95 INVOICE 420.00
---
-----------------------------------------------------------------------------
805.00 805.00 0.00 0.00
0.00
--
--------------------------------------------------------------------
VENDOR: BA001 BARCODES WEST, INC.
003548 003548 C1313 26431 10/26/95 INVOICE 339.80
---
-----------------------------------------------------------------------------
-
339.80 339.80 0.00 0.00 0.00
---
-----------------------------------------------------------------------
VENDOR: BE001 BELL ATLANTIC NYNEX MOBILE
003064 003064 1852WA0995 10/01/95 INVOICE 18381.93
003333 003333 AUG 95 10/01/95 INVOICE
16568.14
003376 003376 OCT 95 10/12/95 INVOICE
21076.72
------
----------------------------------------------------------------------------<PAGE>
56026.79 56026.79 0.00 0.00
0.00
------
-------------------------------------------------------------------
VENDOR: BE002 BELL ATLANTIC MOBILE
003066 003066 SEPT 95 10/01/95 INVOICE 5061.04
003244 003244 AUG 95COR 09/01/95 INVOICE
5229.01
003342 003342 OCT 95 10/04/95 INVOICE 4750.79
--------
--------------------------------------------------------------------
15040.84 9811.83 5229.01 0.00 0.00
--------
-------------------------------------------------------------------
VENDOR: BE011 BELL ATLANTIC NYNEX MOBILE
003065 003065 SEPT 95 10/01/95 INVOICE 10172.57
003334 003334 AUG 95 10/01/95 INVOICE 8907.96
003377 003377 OCT 95 10/12/95 INVOICE 9056.01
-------
-----------------------------------------------------------------------
28136.54 28136.54 0.00 0.00
0.00
-------
--------------------------------------------------------------------
VENDOR: SO111 BELL SOUTH
003589 003589 OCT 95 10/29/95 INVOICE 16.24
-------
-----------------------------------------------------------------------------
16.24 16.24 0.00 0.00 0.00
-------
--------------------------------------------------------------------------
VENDOR: BE100 BELLSOUTH/GEORGIA CELLULAR SVC
002862 002862 AUG 95 09/01/95 INVOICE
10556.05
003100 003100 SEPT 95 09/05/95 INVOICE
10523.23
-----
-------------------------------------------------------------------------<PAGE>
21079.28 0.00 21079.28 0.00 0.00
-----
-------------------------------------------------------------------------
VENDOR: BE101 BELLSOUTH/FLORIDA CELLULAR SVC
003197 003197 SEPT 95 10/01/95 INVOICE 18387.26
003491 003491 OCT 95 10/04/95 INVOICE 25088.74
--------
----------------------------------------------------------------------
43476.00 43476.00 0.00 0.00 0.00
--------
-----------------------------------------------------------------------
VENDOR: BI003 BIENVENUE/MIKE
003523 003523 W/E 102795 10/27/95 INVOICE 335.75
-----
------------------------------------------------------------------------
335.75 335.75 0.00 0.00
0.00
-----
------------------------------------------------------------------------
VENDOR: BI002 BIG RED Q
003470 003470 33236 10/23/95 INVOICE 45.00
003612 003612 33236 10/23/95 INVOICE 2.93
-------
-----------------------------------------------------------------------
47.93 47.93 0.00 0.00
0.00
---------
----------------------------------------------------------------------
VENDOR: BU102 BUDGET RENT A CAR
003324 003324 100695 10/06/95 INVOICE 1671.10
003588 003588 OCT 95 10/31/95 INVOICE 534.33
-------
-------------------------------------------------------------------------
2205.43 2205.43 0.00 0.00
0.00
-------
-----------------------------------------------------------------------<PAGE>
VENDOR: BU001 BUFFERD/CARY
003600 003600 110795 10/31/95 INVOICE 520.00
--------
-----------------------------------------------------------------------------
520.00 520.00 0.00 0.00
0.00
---------
----------------------------------------------------------------------------
VENDOR: BU004 BUTLER/JESSE
003526 003526 W/E 102795 10/27/95 INVOICE 657.00
-----
-----------------------------------------------------------------------------
657.00 657.00 0.00 0.00
0.00
----
-----------------------------------------------------------------------------
VENDOR: CA002 CABLE & WIRELESS, INC
003434 003434 OCT 95 10/16/95 INVOICE 838.61
---
-----------------------------------------------------------------------------
-
838.61 838.61 0.00 0.00
0.00
---
-----------------------------------------------------------------------------
VENDOR: CA003 CABLE & WIRELESS, INC.
003476 003476 OCT 95 10/18/95 INVOICE 67.06
-----
---------------------------------------------------------------------------
67.06 67.06 0.00 0.00
0.00
------
--------------------------------------------------------------------------
VENDOR: CA100 CAMAJ/NICK
003590 003590 W/E 102895 10/28/95 INVOICE 68.55
-----------------------------------------------------------------------------
-<PAGE>
68.55 68.55 0.00 0.00
0.00
-----------------------------------------------------------------------------
-
VENDOR: CA106 CANNON/JUSTIN
003527 003527 W/E 102795 10/27/95 INVOICE 720.00
--
-----------------------------------------------------------------------------
-
720.00 720.00 0.00 0.00
0.00
-----------------------------------------------------------------------------
-
VENDOR: CA104 CASTILLO/ALBERTO
003528 003528 W/E 102795 10/27/95 INVOICE 49.50
-----------------------------------------------------------------------------
-
49.50 49.50 0.00 0.00
0.00
-----------------------------------------------------------------------------
-
VENDOR: CE001 CELLULAR ONE/RESALE OPERATIONS
002912 002912 AUG 95 09/01/95 INVOICE
1045.40
-----------------------------------------------------------------------------
-
1045.40 0.00 1045.40 0.00
0.00
-----------------------------------------------------------------------------
-
VENDOR: CE002 CELLULAR ONE
003152 003152 AUG 95 09/21/95 INVOICE
17920.74<PAGE>
003182 003152 AUG 95DM 09/21/95 DB MEMO
-6410.00
003314 003314 SEPT 95 10/01/95 INVOICE 28125.44
-----------------------------------------------------------------------------
-
39636.18 28125.44 11510.74 0.00
0.00
-----------------------------------------------------------------------------
-
VENDOR: CE005 CELLULAR ONE
003570 003570 OCT 95 10/23/95 INVOICE 685.29
-----------------------------------------------------------------------------
-
685.29 685.29 0.00 0.00
0.00
-----------------------------------------------------------------------------
-
VENDOR: CE008 CELLULAR ONE
002925 002925 AUG 95 09/01/95 INVOICE
12731.65
-----------------------------------------------------------------------------
-
12731.65 0.00 12731.65 0.00
0.00
-----------------------------------------------------------------------------
VENDOR: CE100 CELLULAR TRADING CORPORATION
003423 003423 2149 10/01/95 INVOICE 105.00
-----------------------------------------------------------------------------
-
105.00 105.00 0.00 0.00
0.00
-----------------------------------------------------------------------------
-<PAGE>
VENDOR: CE102 CELLULAR TECHNICAL SERVICES
003256 003256 95-1009 10/01/95 INVOICE 1021.25
-----------------------------------------------------------------------------
1021.25 1021.25 0.00 0.00
0.00
-----------------------------------------------------------------------------
-
VENDOR: CE105 CELLULAR TECHNICAL SERVICES
003255 003255 95-1008 10/01/95 INVOICE 42953.46
-----------------------------------------------------------------------------
-
42953.46 42953.46 0.00 0.00
0.00
-----------------------------------------------------------------------------
-
VENDOR: CL002 CLARK,LADNER,FORTENBAUGH &
003513 003513 101895 10/18/95 INVOICE 1185.00
-----------------------------------------------------------------------------
-
1185.00 1185.00 0.00 0.00
0.00
-----------------------------------------------------------------------------
-
VENDOR: DA001 DALEEN TECHNOLOGIES, INC.
003087 003087 2114465 09/11/95 INVOICE
1616.00
003089 003089 2114458 09/05/95 INVOICE
624.00
003090 003090 2114451 09/05/95 INVOICE
4059.50
003202 003202 2114487 09/25/95 INVOICE
4232.00
003330 003330 2114503 10/02/95 INVOICE 927.00
003331 003331 2114502 10/02/95 INVOICE 1614.00
003432 003432 2114519 10/10/95 INVOICE 7500.00
003492 003492 2114543 10/24/95 INVOICE 9000.00<PAGE>
-----------------------------------------------------------------------------
-
29572.50 19041.00 10531.50 0.00
0.00
-----------------------------------------------------------------------------
-
11/21/95 AGED PAYABLES REPORT BY:
VENDOR NAME
VENDOR: AM005 DETROIT SMSA LIMITED\AMERITECH
003106 003106 SEPT 95 10/01/95 INVOICE 11746.13
003242 003242 AUG 95COR 09/01/95 INVOICE
11145.85
003387 003387 OCT 95 10/09/95 INVOICE 9577.42
-----------------------------------------------------------------------------
-
32469.40 21323.55 11145.85 0.00
0.00
-----------------------------------------------------------------------------
-
VENDOR: DO004 DOMINION GROUP LIMITED
003180 003180 083195 09/01/95 INVOICE
8092.85
-----------------------------------------------------------------------------
-
8092.85 0.00 8092.85 0.00
0.00
-----------------------------------------------------------------------------
-
VENDOR: DO001 DONOVAN/RICHARD
003621 003621 W/E 110395 10/31/95 INVOICE 47.56
-----------------------------------------------------------------------------
-
47.56 47.56 0.00 0.00
0.00<PAGE>
-----------------------------------------------------------------------------
-
VENDOR: ED003 EDMONDS/SHAY
003543 003543 W/E 102795 10/27/95 INVOICE 38.00
-----------------------------------------------------------------------------
-
38.00 38.00 0.00 0.00
0.00
-----------------------------------------------------------------------------
-
VENDOR: ED004 EDMONDS/TROY
003620 003620 W/E 102095 10/20/95 INVOICE 8.95
-----------------------------------------------------------------------------
-
8.95 8.95 0.00 0.00
0.00
-----------------------------------------------------------------------------
-
VENDOR: EL001 ELLIS/ADAM
003540 003540 W/E 102795 10/27/95 INVOICE 454.50
-----------------------------------------------------------------------------
-
454.50 454.50 0.00 0.00 0.00
-----------------------------------------------------------------------------
-
VENDOR: ER001 ERICSSON GE MOBILE
000185 000185 0037337 01/01/95 INVOICE
12925.00
000186 000186 0035220 01/01/95 INVOICE
69773.00
000187 000187 005562 01/01/95 INVOICE
11750.00
000188 000188 0059112 01/01/95 INVOICE
95175.00<PAGE>
000189 000189 0063899 01/01/95 INVOICE
215730.00
000190 000190 0090369 01/01/95 INVOICE
19270.00
000192 000192 0036107 01/01/95 INVOICE
211500.00
000193 000193 0104113 01/01/95 INVOICE
7200.00
000256 000256 0036092 01/01/95 INVOICE
21000.00
013352 000256 0036092 01/18/95 PAYMENT
-7000.00
013352 000256 0036092 01/18/95 VOID CK
7000.00
001286 001286 C1229 0120692 03/01/95 INVOICE
14684.00
001710
CONACT CREDIT MEM 04/01/95 DB MEMO
-154107.00
-----------------------------------------------------------------------------
-
524900.00 0.00 0.00 0.00
524900.00
-----------------------------------------------------------------------------
-
VENDOR: ES001 ESKRA/ROB
003591 003591 W/E 091795 10/01/95 INVOICE 4.05
003592 003592 W/E092495 10/01/95 INVOICE 43.18
003593 003593 W/E 101595 10/15/95 INVOICE 4.32
-----------------------------------------------------------------------------
-
51.55 51.55 0.00 0.00
0.00
-----------------------------------------------------------------------------
-
VENDOR: ES002 ESSEX COUNTY PROBATION DEPT
003525 003525 W/E 102795 10/27/95 INVOICE 174.00
-----------------------------------------------------------------------------
-<PAGE>
174.00 174.00 0.00 0.00 0.00
-----------------------------------------------------------------------------
-
VENDOR: GL001 GLASSNER/BARRY
003517 003517 W/E 100895 10/08/95 INVOICE 13.81
-----------------------------------------------------------------------------
-
13.81 13.81 0.00 0.00 0.00
-----------------------------------------------------------------------------
-
VENDOR: GT006 GTE MOBILNET
003112 003112 SEPT95 10/01/95 INVOICE 6668.48
-----------------------------------------------------------------------------
-
6668.48 6668.48 0.00 0.00
0.00
-----------------------------------------------------------------------------
-
VENDOR: HA002 HARRIS/RICHARD
003599 003599 082595 10/01/95 INVOICE 520.00
-----------------------------------------------------------------------------
-
520.00 520.00 0.00 0.00
0.00
-----------------------------------------------------------------------------
-
VENDOR: HA005 HARRIS/THOMAS
003531 003531 W/E 102795 10/27/95 INVOICE 56.00<PAGE>
-----------------------------------------------------------------------------
-
56.00 56.00 0.00 0.00
0.00
-----------------------------------------------------------------------------
-
VENDOR: HA001 HAYES LEASING CO., INC.
003572 003572 CLRR080995 10/01/95 INVOICE 1577.34
-----------------------------------------------------------------------------
-
1577.34 1577.34 0.00 0.00
0.00
-----------------------------------------------------------------------------
-
VENDOR: HO002 HOLLOWAY/GREGORY
003522 003522 W/E 102795 10/27/95 INVOICE 72.00
-----------------------------------------------------------------------------
-
72.00 72.00 0.00 0.00
0.00
-----------------------------------------------------------------------------
-
VENDOR: HO001 HOUSTON CELLULAR TELEPHONE CO.
002962 002962 AUG 95 09/01/95 INVOICE
14027.80
003173 003173 SEPT 95 10/01/95 INVOICE 15208.53
-----------------------------------------------------------------------------
-
29236.33 15208.53 14027.80 0.00
0.00
-----------------------------------------------------------------------------
-<PAGE>
VENDOR: JI001 JIM WILLIAMS CORPORATION
003363 003363 C1299 50542 10/01/95 INVOICE 978.10
003366 003366 C1307 50756 10/01/95 INVOICE 820.05
003406 003406 C1307 50770 10/01/95 INVOICE 2822.25
003552 003552 C1318 51088 10/26/95 INVOICE 4558.20
-----------------------------------------------------------------------------
-
9178.60 9178.60 0.00 0.00
0.00
-----------------------------------------------------------------------------
-
VENDOR: KB001 KBS, INC.
003446 003446 C1264 17924 10/12/95 INVOICE 48000.00
003457 003446 C17925 10/12/95 DB MEMO -41145.00
003447 003447 C1264 17926 10/12/95 INVOICE 19200.00
003458 003447 C17927 10/12/95 DB MEMO -16458.00
003448 003448 C1264 17947 10/13/95 INVOICE 28800.00
003459 003448 C17948 10/13/95 DB MEMO -24687.00
003449 003449 C1264 17952 10/13/95 INVOICE 48000.00
003460 003449 C17953 10/13/95 DB MEMO -41145.00
003450 003450 C1264 17977 10/17/95 INVOICE 35143.20
003461 003450 C17978 10/17/95 DB MEMO -29624.40
003452 003452 C1264 17983 10/18/95 INVOICE 48810.00
003463 003452 C17984 10/18/95 DB MEMO -41145.00
003453 003453 C1264 17996 10/19/95 INVOICE 35143.20
003464 003453 C17997 10/19/95 DB MEMO -29624.40
003454 003454 C1264 18010 10/20/95 INVOICE 44905.20
003465 003454 C18011 10/20/95 DB MEMO -37853.40
003455 003455 C1264 18012 10/20/95 INVOICE 3904.80
003466 003455 C18013 10/20/95 DB MEMO -3291.60
003487 003487 17979CORR 10/17/95 INVOICE 13666.80
003462 003487 C17980 10/17/95 DB MEMO -11520.60
003544 003544 C1264 18040 10/24/95 INVOICE 3906.00
003561 003544 C18041 10/24/95 DB MEMO -3291.60
003551 003551 C1317 18023 10/23/95 INVOICE 4140.00
003553 003553 C1264 18042 10/24/95 INVOICE 15138.60
003562 003553 C18043 10/24/95 DB MEMO -12754.95
003563 003555 C18047 10/24/95 DB MEMO -26332.80
003627 003555 18046 10/24/95 INVOICE 31251.00
003556 003556 C1264 18089 10/26/95 INVOICE 17614.80
003568 003556 C18089 10/26/95 DB MEMO -14812.20
003557 003557 C1264 18091 10/26/95 INVOICE 3951.60
003567 003557 C18120 10/26/95 DB MEMO -3291.60
003558 003558 C1264 18120 10/27/95 INVOICE 991.50
003566 003558 C18121 10/27/95 DB MEMO -822.90<PAGE>
003559 003559 C1264 18124 10/27/95 INVOICE 1953.00
003565 003559 C18125 10/27/95 DB MEMO -1645.80
003564 003560 C18123 10/24/95 DB MEMO -32916.00
003560 003560 C1264 18122 10/27/95 INVOICE 39060.00
003601 003601 C1264 18143 10/31/95 INVOICE 480.00
003602 003602 C1321 18149 10/31/95 INVOICE 11888.50
003603 003603 C1264 18136 10/31/95 INVOICE 2880.00
003604 003604 C1264 18167 10/31/95 INVOICE 5869.80
003605 ONACT C18136 10/31/95 DB MEMO -2468.70
003606 ONACT C18144 10/31/95 DB MEMO -411.45
003607 ONACT C18168 10/31/95 DB MEMO -4937.40
-----------------------------------------------------------------------------
-
84518.20 84518.20 0.00 0.00
0.00
-----------------------------------------------------------------------------
-
VENDOR: KE001 KELLY SERVICES, INC.
003378 003378 40541930 10/09/95 INVOICE 250.00
003436 003436 41541657 10/16/95 INVOICE 250.00
003493 003493 42555516 10/23/95 INVOICE 250.00
003584 003584 43542414 10/30/95 INVOICE 250.00
-----------------------------------------------------------------------------
1000.00 1000.00 0.00 0.00
0.00
-----------------------------------------------------------------------------
-
VENDOR: LA002 L A CELLULAR
002906 002906 AUG 95 10/01/95 INVOICE 5941.38
003172 003172 SEPT 95 10/01/95 INVOICE 4183.07
-----------------------------------------------------------------------------
-
10124.45 10124.45 0.00 0.00
0.00
-----------------------------------------------------------------------------
-
VENDOR: LA106 LANIER WORLWIDE,INC.<PAGE>
003052 003052 039843225 09/02/95 INVOICE
1429.54
003360 003360 040297377 10/07/95 INVOICE 399.84
-----------------------------------------------------------------------------
-
1829.38 399.84 1429.54 0.00
0.00
-----------------------------------------------------------------------------
-
VENDOR: LA102 LASTINGER/MARIA R.
003624 003624 110995 10/31/95 INVOICE 167.75
-----------------------------------------------------------------------------
-
167.75 167.75 0.00 0.00
0.00
-----------------------------------------------------------------------------
-
VENDOR: LE003 LEP PROFIT INTERNATIONAL,INC.
003379 003379 72473354 10/11/95 INVOICE 50.00
003481 003481 84040062 10/20/95 INVOICE 73.03
003585 003585 84043256 10/24/95 INVOICE 249.75
-----------------------------------------------------------------------------
-
372.78 372.78 0.00 0.00
0.00
-----------------------------------------------------------------------------
-
VENDOR: LE002 LEP PROFIT INTERNATIONAL, INC.
003177 003177 22262063 09/19/95 INVOICE
204.96
003312 003312 9644821199 10/01/95 INVOICE 54.00
003313 003313 64948866 10/01/95 INVOICE 50.00
003321 003321 23618582 09/28/95 INVOICE
704.88
003323 003323 23618593 10/01/95 INVOICE 95.20<PAGE>
003339 003339 66581896 10/01/95 INVOICE 54.00
003340 003340 66581874 10/01/95 INVOICE 342.00
003343 003343 23618630 10/04/95 INVOICE 249.76
003344 003344 23618615 10/04/95 INVOICE 368.74
003345 003345 23618604 10/03/95 INVOICE 995.10
003346 003346 22262074 10/02/95 INVOICE 923.40
003359 003359 23618571 10/01/95 INVOICE 238.50
003380 003380 66581981 10/06/95 INVOICE 929.00
003381 003381 66581933 10/09/95 INVOICE 908.50
003382 003382 84019600 10/11/95 INVOICE 50.00
003383 003383 22035344 10/11/95 INVOICE 593.26
003384 003384 66581970 10/09/95 INVOICE 1098.50
003416 003416 71899063 10/11/95 INVOICE 66.00
003417 003417 66581944 10/10/95 INVOICE 835.00
003418 003418 23618641 10/12/95 INVOICE 549.03
003424 003424 66581955 10/10/95 INVOICE 667.50
003425 003425 66581966 10/09/95 INVOICE 955.00
003426 003426 22262085 10/13/95 INVOICE 896.00
003437 003437 20983266 10/16/95 INVOICE 1016.25
003438 003438 74652642 10/18/95 INVOICE 281.12
003479 003479 23618652 10/17/95 INVOICE 117.00
003480 003480 21124073 10/18/95 INVOICE 252.76
003484 003484 22262122 10/23/95 INVOICE 402.80
003495 003495 23618685 10/25/95 INVOICE 373.28
003496 003496 23618696 10/25/95 INVOICE 116.00
003497 003497 21124736 10/20/95 INVOICE 1163.73
003498 003498 21124762 10/23/95 INVOICE 2130.48
003518 003518 23618663 10/23/95 INVOICE 401.25
003586 003586 23618674 10/24/95 INVOICE 1863.50
003587 003587 64948892 10/30/95 INVOICE 65.40
003625 003625 83984541 10/01/95 INVOICE 45.50
-----------------------------------------------------------------------------
-
20057.40 19147.56 909.84 0.00
0.00
-----------------------------------------------------------------------------
-
VENDOR: LI001 LINDA ROBINS & ASSOCIATES INC.
003310 003310 13420 09/21/95 INVOICE
450.00
003311 003311 13559 09/28/95 INVOICE
450.00
003347 003347 13707 10/05/95 INVOICE 450.00
003456 003456 14003 10/19/95 INVOICE 900.00
003502 003502 14160 10/26/95 INVOICE 450.00
003613 003613 14302 1095 10/31/95 INVOICE 450.00
-----------------------------------------------------------------------------
-<PAGE>
3150.00 2250.00 900.00 0.00
0.00
-----------------------------------------------------------------------------
-
VENDOR: LO001 LONGACRE AND WHITE
003515 003515 100595 10/05/95 INVOICE 253.25
-----------------------------------------------------------------------------
-
253.25 253.25 0.00 0.00
0.00
-----------------------------------------------------------------------------
-
VENDOR: LO002 LOW,CHONG
003619 003619 W/E 102295 10/22/95 INVOICE 8.94
-----------------------------------------------------------------------------
-
8.94 8.94 0.00 0.00
0.00
-----------------------------------------------------------------------------
-
VENDOR: MA010 MACIAS/FERNANDO
003533 003533 W/E 102795 10/27/95 INVOICE 447.00
-----------------------------------------------------------------------------
-
447.00 447.00 0.00 0.00
0.00
-----------------------------------------------------------------------------
-
VENDOR: ME100 MENGIN/BRICE
003356 003356 W/E 100895 10/15/95 INVOICE 1760.00
003483 003483 102995 10/29/95 INVOICE 1760.00<PAGE>
-----------------------------------------------------------------------------
-
3520.00 3520.00
0.00 0.00 0.00
-----------------------------------------------------------------------------
-
=============================================================================
=
VENDOR: ME101 MERCADO/FRANCISCO
003538 003538 W/E 102795 10/27/95 INVOICE 273.00
-----------------------------------------------------------------------------
-
273.00 273.00 0.00 0.00
0.00
-----------------------------------------------------------------------------
-
VENDOR: ME001 METROCEL CELLULAR TEL CO
003105 003105 SEPT 95 10/01/95 INVOICE 18770.43
-----------------------------------------------------------------------------
-
18770.43 18770.43 0.00 0.00
0.00
-----------------------------------------------------------------------------
-
VENDOR: MO004 MORALES/ARTURO
003594 003594 W/E 101595 10/15/95 INVOICE 11.70
003595 003595 W/E 102295 10/22/95 INVOICE 15.00
003596 003596 W/E 102995 10/29/95 INVOICE 12.00
003617 003617 W/E 100695 10/06/95 INVOICE 43.28
-----------------------------------------------------------------------------
-
81.98 81.98 0.00 0.00
0.00
-----------------------------------------------------------------------------
-<PAGE>
VENDOR: MU002 MURRAY/JOSEPH
003597 003597 W/E110495 10/31/95 INVOICE 123.66
-----------------------------------------------------------------------------
-
123.66 123.66 0.00 0.00
0.00
-----------------------------------------------------------------------------
-
VENDOR: NY006 NYNEX MOBILE
003361 003361 SEPT 95 10/01/95 INVOICE 461.04
-----------------------------------------------------------------------------
-
461.04 461.04 0.00 0.00
0.00
-----------------------------------------------------------------------------
-
VENDOR: NY008 NYNEX MOBILE
003409 003409 OCT 95 10/04/95 INVOICE 92.31
-----------------------------------------------------------------------------
-
92.31 92.31 0.00 0.00
0.00
-----------------------------------------------------------------------------
-
VENDOR: NY007 NYNEX MOBILE
003478 003478 OCT 95 10/01/95 INVOICE 27.95
-----------------------------------------------------------------------------
-
27.95 27.95 0.00 0.00
0.00
-----------------------------------------------------------------------------
-<PAGE>
VENDOR: OC001 OCAMPO/VICTOR
003532 003532 W/E 102795 10/27/95 INVOICE 326.25
-----------------------------------------------------------------------------
-
326.25 326.25 0.00 0.00
0.00
-----------------------------------------------------------------------------
-
VENDOR: PA011 PACIFIC BELL
003385 003385 OCT 95 10/01/95 INVOICE 152.89
-----------------------------------------------------------------------------
-
152.89 152.89 0.00 0.00
0.00
-----------------------------------------------------------------------------
-
VENDOR: PA101 PAGENET
003433 003433 A201077 10/01/95 INVOICE 1037.28
-----------------------------------------------------------------------------
-
1037.28 1037.28 0.00 0.00
0.00
-----------------------------------------------------------------------------
-
VENDOR: RE002 REYES/DONASIANO
003539 003539 W/E 102795 10/27/95 INVOICE 238.00
-----------------------------------------------------------------------------
-
238.00 238.00 0.00 0.00
0.00
-----------------------------------------------------------------------------
-
VENDOR: RI001 RICHARD MACOUREK &
003349 003349 W/E 100795 10/09/95 INVOICE 5363.00<PAGE>
003469 003469 W/E 102195 10/23/95 INVOICE 5673.00
-----------------------------------------------------------------------------
-
11036.00 11036.00 0.00 0.00
0.00
-----------------------------------------------------------------------------
-
VENDOR: SA001 SAVAGE/GARRY
003541 003541 W/E 102795 10/27/95 INVOICE 460.00
-----------------------------------------------------------------------------
-
460.00 460.00 0.00 0.00
0.00
-----------------------------------------------------------------------------
-
VENDOR: SI002 SICKINGER/MICHAEL
003534 003534 W/E 102795 10/27/95 INVOICE 720.00
-----------------------------------------------------------------------------
-
720.00 720.00 0.00 0.00
0.00
-----------------------------------------------------------------------------
-
VENDOR: SM002 SMITH/CY
003524 003524 W/E 102795 10/27/95 INVOICE 771.00
-----------------------------------------------------------------------------
-
771.00 771.00 0.00 0.00
0.00
-----------------------------------------------------------------------------
-
VENDOR: SN002 SNET<PAGE>
003414 003414 OCT 95 10/07/95 INVOICE 20.37
-----------------------------------------------------------------------------
-
20.37 20.37 0.00 0.00
0.00
-----------------------------------------------------------------------------
-
VENDOR: SN003 SNET
003440 003440 OCT 95 10/13/95 INVOICE 70.37
-----------------------------------------------------------------------------
-
70.37 70.37 0.00 0.00
0.00
-----------------------------------------------------------------------------
-
VENDOR: SO114 SOUTHERN BELL
003441 003441 OCT 95 10/16/95 INVOICE 19.76
-----------------------------------------------------------------------------
-
19.76 19.76 0.00 0.00
0.00
-----------------------------------------------------------------------------
-
VENDOR: SP002 SPRINT
003082 003082 SEPT 95 10/01/95 INVOICE 6068.44
003445 003445 OCT 95 10/04/95 INVOICE 5065.70
-----------------------------------------------------------------------------
-
11134.14 11134.14 0.00 0.00
0.00
-----------------------------------------------------------------------------
-
VENDOR: SO001 ST.LOUIS SMSA LIMITED<PAGE>
003246 003246 AUG 95COR 09/01/95 INVOICE
3512.76
003250 003250 SEPT 95 10/01/95 INVOICE 2907.91
-----------------------------------------------------------------------------
-
6420.67 2907.91 3512.76 0.00
0.00
-----------------------------------------------------------------------------
-
VENDOR: ST002 STEIN/MICHELE
003482 003482 081895 10/01/95 INVOICE 51.35
003516 003516 W/E 102795 10/27/95 INVOICE 70.00
-----------------------------------------------------------------------------
-
121.35 121.35 0.00 0.00
0.00
-----------------------------------------------------------------------------
-
VENDOR: ST008 STOCKARD/JOHN
003611 003611 W/E 102995 10/29/95 INVOICE 18.00
-----------------------------------------------------------------------------
-
18.00 18.00 0.00 0.00
0.00
-----------------------------------------------------------------------------
-
VENDOR: ST007 STOKES/DONALD
003530 003530 W/E 102795 10/27/95 INVOICE 720.00
-----------------------------------------------------------------------------
-
720.00 720.00 0.00 0.00
0.00
-----------------------------------------------------------------------------
-<PAGE>
VENDOR: TE004 TESSCO
003362 003362 C1287 213769 10/01/95 INVOICE 5383.00
003367 003367 C1308 217109 10/01/95 INVOICE 241.42
003407 003407 C1308 223297 10/01/95 INVOICE 26.22
003546 003546 C1311 226417 10/03/95 INVOICE 618.35
-----------------------------------------------------------------------------
-
6268.99 6268.99 0.00 0.00
0.00
-----------------------------------------------------------------------------
-
VENDOR: TR001 TRAN/LOI
003598 003598 W/E 102995 10/29/95 INVOICE 58.80
003609 003609 W/E 110595 10/31/95 INVOICE 29.40
-----------------------------------------------------------------------------
-
88.20 88.20 0.00 0.00
0.00
-----------------------------------------------------------------------------
-
VENDOR: TR002 TREJO/JESUS
003537 003537 W/E 102795 10/27/95 INVOICE 252.00
-----------------------------------------------------------------------------
-
252.00 252.00 0.00 0.00
0.00
-----------------------------------------------------------------------------
-
VENDOR: US004 U S WEST CELLULAR
003166 003166 SEPT 95 10/01/95 INVOICE 2666.50
-----------------------------------------------------------------------------
-<PAGE>
2666.50 2666.50 0.00 0.00
0.00
-----------------------------------------------------------------------------
-
VENDOR: US003 U S WEST COMMUNICATIONS
003472 003472 OCT 95 10/16/95 INVOICE 120.09
-----------------------------------------------------------------------------
-
120.09 120.09 0.00 0.00
0.00
-----------------------------------------------------------------------------
-
VENDOR: US007 U S WEST CELLULAR
003099 003099 SEPT 95 10/01/95 INVOICE 2753.85
--------------------------------------------------------------------
2753.85 2753.85 0.00 0.00
0.00
----------------------------------------------------------------------------
VENDOR: US008 U S WEST CELLULAR
003150 003150 SEPT 95 10/01/95 INVOICE 2970.05
-----------------------------------------------------------------------------
-
2970.05 2970.05 0.00 0.00
0.00
-----------------------------------------------------------------------------
-
VENDOR: US009 U S WEST CELLULAR
003151 003151 SEPT 95 10/01/95 INVOICE 2124.03
-----------------------------------------------------------------------------
-<PAGE>
2124.03 2124.03
0.00 0.00 0.00
-----------------------------------------------------------------------------
VENDOR: UL002 ULINE
003365 003365 C1305 373632 10/01/95 INVOICE 486.60
003549 003549 C1314 405943 10/16/95 INVOICE 486.60
-----------------------------------------------------------------------------
-
973.20 973.20 0.00 0.00
0.00
-----------------------------------------------------------------------------
VENDOR: UN002 UNITED PARCEL SERVICE
003354 003354 34E522-405 10/07/95 INVOICE 147.79
003420 003420 34E522-415 10/14/95 INVOICE 116.01
003473 003473 34E522-425 10/21/95 INVOICE 64.34
003571 003571 34E522-435 10/28/95 INVOICE 78.78
-----------------------------------------------------------------------------
406.92 406.92 0.00 0.00
0.00
---------------------------------------------------------------------------
VENDOR: UN003 UNITED PARCEL SERVICE
003419 003419 82E811-415 10/14/95 INVOICE 204.47
-----------------------------------------------------------------------------
-
204.47 204.47 0.00 0.00
0.00
-----------------------------------------------------------------------------
-
VENDOR: VI002 VIP PLASTIC CARD SERVICES
003569 003569 C1316 2769 10/17/95 INVOICE 97.18
-----------------------------------------------------------------------------
-<PAGE>
97.18 97.18 0.00 0.00
0.00
---------------------------------------------------------------------------
VENDOR: VU002 VUKOVIC/NAZIM
003610 003610 W/E 110395 10/31/95 INVOICE 8.00
-----------------------------------------------------------------------------
8.00 8.00
0.00 0.00 0.00
-----------------------------------------------------------------------------
VENDOR: WA004 WADDELL SR./GERALD
003542 003542 W/E 102795 10/27/95 INVOICE 612.00
003573 003573 W/E 102295 10/22/95 INVOICE 56.70
003574 003574 W/E 102995 10/29/95 INVOICE 37.80
-----------------------------------------------------------------------------
706.50 706.50 0.00 0.00 0.00
----------------------------------------------------------------------------
VENDOR: WH001 WHITEKNACT/TRACEY
003536 003536 W/E 102795 10/27/95 INVOICE 20.00
-----------------------------------------------------------
20.00 20.00 0.00 0.00
0.00
-----------------------------------------------------------------------------
VENDOR: WH002 WHITEKNACT/KIMBERLY
003535 003535 W/E 102795 10/27/95 INVOICE 368.00
-----------------------------------------------------------------------------
368.00 368.00 0.00 0.00
0.00
-----------------------------------------------------------------------------
COMPANY TOTALS:
-----------------------------------------------------------------------------
1325807.56 543111.32 257751.67 0.00 24944.57
/TABLE
<PAGE>
Schedule 5.3.2
All liabilities to the following vendors will be
assumed by PTC:
All payments due to Ericsson GE Mobile
CTS payment for September 1995 processing fees
All payments due to the following cellular carriers:
AT&T Wireless Florida, formerly Cellular One Florida
AT&T Wireless Seattle, formerly Cellular One Seattle
LA Cellular<PAGE>
Schedule 5.3.3
STC Pending Carrier Credits
IN-CAR
ATLANTA AIRTOUCH
ATLANTA IN-CAR BELLSOUTH
BALTIMORE IN-CAR-BELL ATLANTIC
BOSTON IN-CAR NYNEX
CHICAGO IN-CAR CELLULAR ONE
CLEVELAND IN-CAR GTE MOBILE
DALLAS IN-CAR METROCEL CELLULAR
DENVER IN-CAR US WEST
DETROIT IN-CAR AMERITECH
HOUSTON IN-CAR-HOUSTON CELLULAR
LOS ANGELES AIRTOUCH
MINNEAPOLIS IN-CAR US WEST
NEW YORK IN-CAR NYNEX
PHILADELPHIA IN-CAR-BELL ATLANTIC
PHOENIX IN-CAR US WEST
PITTSBURGH IN-CAR BELL ATLANTIC
PORTLAND IN-CAR CELLULAR ONE
SAN FRANCISCO IN-CAR GTE MOBILE
SEATTLE IN-CAR US WEST
ST LOUIS IN-CAR SOUTHWESTERN BELL
MIAMI IN-CAR - BELLSOUTH MOBILITY
PORTABLE
LONG DISTANCE
AT & T LONG DISTANCE IN-CAR ACCOUNT
**Active account<PAGE>
Schedule 7.1.1(d)
Consent to entry into this agreement has been received
from Creditanstalt-Bankverein and any affiliates
thereof as necessary and appropriate. (Also see
schedule 7.1.2(a).<PAGE>
Schedule 7.1.3
See also Schedule 2.1.3 re patent application.<PAGE>
Schedule 7.1.5 (a)(i)
Employment Agreements
Employment agreements between Jon F. Sorenson and PTC
Cellular, Inc. and Frederick J. Pollak and PTC
Cellular, Inc. These contracts will not be assumed by
Shared Technologies Cellular, Inc.
Schedule 7.1.5 (a)(ii)
Consulting Agreements
<TABLE>
<CAPTION>
<C> <S> <S> <S>
Name Period Type Services
Brice 1/1/95 - Time & Analysis,
Mengin 12/31/95 Materials programming and
support services
Rick, 10/1/95 - Monthly Analysis,
Alzati 12/31/95 fee programming and
support services
Richard 11/7/94 - Tima & Analysis and
Macoure 1/31/95 Materials programming
k related to the
Phone Management
System in the
Smart Phone
Project
</TABLE>
Deferred Compensation Agreements
None.
Covenant not to Compete
None.
Confidentiality Agreements
All employees of PTC Cellular had written
confidentiality agreements with PTC Cellular, Inc. as
of October 31, 1995, with the exception of Jon
Sorenson.
Schedule 7.1.5.(a)(iii)
Health Insurance-Metropolitan Life
Dental Insurance-Prudential Insurance
Long-term Disability Insurance-Metropolitan Life
Short-term Disability Insurance-Company Self-Insured<PAGE>
Life Insurance-(Company provides a $15,000 through
Metropolitan Life)
Additional Life Insurance-(Purchased by employees from
Fortis Benefits)
401 (k) Plan-Geller & Wind
Schedule 7.1.6
In accordance with Section 7.1.6 (d), PTC Cellular,
Inc. has signed a contract addendum with Avis Rent A
Car Systems, Inc. effective October 1, 1995, which
modifies certain provisions of previous agreement
between both parties.
Schedule 7.1.9
Peoples Telephone Company, Inc. vs. McCaw Cellular
Communications of Florida, Inc.
PTC Cellular, Inc. vs. Ericsson GE Mobile
Communications, Inc.
QuickCall Corporation vs. Peoples Telephone Company,
Inc.
Cellular World informal correspondence
Schedule 7.2.2 Shared Technologies Cellular, Inc.
Litigation as described in the Buyer's June 30, 1995
Form 10-Q, dated August 11, 1995 Note 2 to the
Consolidated Financial Statements, as filed with the
Securities and Exchange Commission.<PAGE>
Schedule 7.2.3 Shared Technologies Cellular, Inc.
Engagement letter with Fechtor, Detweiler & Co. Inc.<PAGE>
Bill of Sale
THIS BILL OF SALE made as of the 1st day of November,
1995 by PTC Cellular, Inc., a Delaware corporation
("Seller"), in favor of Shared technologies Cellular,
Inc., a Delaware corporation ("Buyer").
WHEREAS, Buyer, Seller and Peoples Telephone Company,
Inc., a New York corporation ("PTC") have entered into
an Asset Purchase Agreement dated as of November 1,
1995 (the "Agreement");
WHEREAS, capitalized terms not otherwise defined herein
shall have the meanings ascribed to such terms in the
Agreement, unless the context clearly requires
otherwise;
WHEREAS, pursuant to the Agreement, Seller agreed to
sell, transfer, assign and delegate to Buyer, and Buyer
agreed to purchase and assume, all of Seller's rights,
title and interest in and to the Acquired Assets, but
(I) subject to the Permitted Liens, and (ii) excluding
the Excluded Assets.
NOW THEREFORE, pursuant to the Agreement, and for good
and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Seller hereby grants,
bargains, transfers, dells, conveys, assigns, demises,
releases, alienates, sets over, delegates and delivers
to Buyer, its successors and assigns forever, all of
Seller's right, title and interest in and to the
Acquired Assets, subject to all Permitted Liens thereto
and thereon, and all matters, encumbrances and
exceptions set forth in the Agreement and the exhibits
and schedules thereto, and excluding the Excluded
Assets.
TO HAVE AND TO HOLD the said property unto Buyer, its
successors and assigns forever.
IN WITNESS WHEREOF, Seller has caused these presents to
be executed in its name, by its proper officer
thereunto duly authorized, the day and year first above
written.
SELLER:
PTC Cellular, Inc.
By: /s/ F.J. Pollack
- - - - - - - - -
F.J. Pollack, President<PAGE>
SECURITY AGREEMENT
THIS SECURITY AGREEMENT (the "Security Agreement"),
dated as of November 1, 1995, is from SHARED
TECHNOLOGIES CELLULAR, INC., a Delaware corporation
(the "Debtor"), whose mailing address is 100 Great
Meadow Road, Wethersfield, Connecticut 06109, in favor
of PTC CELLULAR, INC., a Delaware corporation (the
"Secured Party"), whose mailing address is 2300 N.W.
89th Place, Miami, Florida 33172.
PRELIMINARY RECITALS
A. The Debtor and the Secured Party have entered into
an Asset Purchase Agreement (as hereinafter defined),
pursuant to which the Secured Party has agreed to sell,
and the Debtor has agreed to acquire, certain assets
used in the Secured Party's business of providing
cellular phone rentals to travelers and other customers
primarily at locations operated by car rental companies
(collectively, the ``Acquired Assets'').
B. A portion of the Purchase Price (as defined in the
Asset Purchase Agreement) is comprised of the Debtor's
Purchase Money Note, dated as of the date hereof (the
``Note''), made by the Debtor payable to the order of
the Secured Party in the principal amount of
$2,000,000.00.
C. As a condition to the obligation of the Secured
Party to enter into the Asset Purchase Agreement,
accept the Note and to sell the Acquired Assets as more
fully set forth in the Asset Purchase Agreement, the
Secured Party has required that the Debtor enter into
this Security Agreement pursuant to which the Debtor
will grant to the Secured Party a security interest in
certain Collateral (as hereinafter defined) as security
for the Obligations (as hereinafter defined).<PAGE>
AGREEMENT:
In consideration of the premises, the Debtor hereby
agrees with the Secured Party as follows:
Section 1. Security Interest. In consideration of loans
or advances made or to be made by the Secured Party to
the Debtor, and for other value received by the Debtor,
and in further consideration of other financial
accommodations extended by the Secured Party to the
Debtor or to other persons and guaranteed by the
Debtor, the Debtor hereby grants a continuing security
interest in, and assigns to the Secured Party, the
Collateral to secure payment and performance of all of
the Obligations of the Debtor to the Secured Party.
Section 2. Definitions. Definitions in the Code apply
to words and phrases in this Security Agreement and, if
Code definitions conflict, definitions in Article 9
(Chapter 679, Florida Statutes) of the Code shall
apply. In addition to terms defined in the Code or
elsewhere in this Security Agreement, the following
terms have the meanings indicated below, which meanings
shall be equally applicable to both the singular and
the plural forms of such terms:
"Asset Purchase Agreement" shall mean that certain
Asset Purchase Agreement, dated as of the date hereof,
by and among Peoples Telephone Company, Inc., a New
York corporation, the Debtor and the Secured Party,
together with any and all renewals, modifications,
amendments and replacements thereof or therefor.
``Asset Purchase Documents'' shall mean the Asset
Purchase Agreement, this Security Agreement, the Note
and each of the other documents and instruments
executed pursuant to the provisions of, or in
conjunction with, the Asset Purchase Agreement or any
of the transactions contemplated therein or herein,
together with any and all renewals, modifications,
amendments and replacements thereof or therefor.
"Code" means the Uniform Commercial Code as in effect
from time to time in the State of Florida (Chapters 670
through 680, inclusive, Florida Statutes).
"Collateral" means and includes all of the following
property of the Debtor acquired and to be acquired from
the Seller pursuant to and in accordance with the
provisions of the Asset Purchase Agreement, whether now
owned or existing or hereafter created or acquired and
wherever located, including, without limitation, any
and all of the following owned by the Debtor or in<PAGE>
which the Debtor has an interest, whether now owned or
existing or hereafter created or acquired and wherever
located:
(1) All cellular telephone equipment manufactured
or distributed by Ericsson GE Mobile
Communication, Inc. and described in Schedule
2.1.1 attached hereto and made a part hereof;
(2) All cellular telephone equipment which
utilizes the ``smart phone'' technology (described
in the Patent Application (described below))
providing such telephones with the capability of
being polled or reprogrammed from a remote
location without requiring the physical possession
of the telephone;
(3) All computer equipment and software described
in Schedule 2.1.2 attached hereto and made a part
hereof;
(4) Without limiting the generality of the
provisions of clause (5) below, all of the
Debtor's present and future right title and
interest and to the following patent application
and any patent(s) issued or awarded pursuant
thereto or in respect thereof, and the rights
described and declared therein:
Patent Application, Application #08/390,921,
entitled ``Method and Apparatus for Tracking
and Transmitting Communication Information
for Wireless Communication Systems,''filed
on February 14, 1995 with the United States
Patent and Trademark Office (the ``Patent
Application'');
(5) All General Intangibles related to, or used in
connection with, all or any portion of the items
described in clauses (1), (2), (3) and (4) above,
whether presently existing or hereafter arising or
acquired, including, without limitation, all of
the Debtor's present and future rights in
connection with any software, database, data,
computer programs, patents, patent applications,
trademarks, trademark applications, tradenames and
other intellectual property used in connection
with all or any portion of the items described in
clauses (1), (2), (3) and (4) above, including,
without limitation, licenses, copyrights,
franchises, computer programs, corporate or other
business records, trade secrets, proprietary or
confidential information, and technical
information related in any way to all or any<PAGE>
portion of the items described in clauses (1),
(2), (3) and (4) above (but excluding contract
rights of the Debtor under agreements with rental
car agencies or other customers);
together with all cash and non-cash proceeds of the
Collateral, including insurance proceeds and all
products and profits of any of the Collateral, all
increases and additions and accessions to the
Collateral, or any portion of the Collateral, and all
replacements and substitutions for all or any portion
of the Collateral, including without limitation any
proceeds of any insurance, indemnity, warranty or
guaranty payable with respect to all or any portion of
the Collateral, any awards or payments due or payable
in connection with any condemnation, requisition,
confiscation, seizure or forfeiture of all or any
portion of the Collateral by any person or entity
acting under governmental authority or color thereof
and any damages or amounts payable to the Debtor in
connection with any lawsuit regarding all or any
portion of the Collateral; and all ledger sheets,
files, records, documents and instruments (including,
but not limited to, computer programs, tapes and
related electronic data processing software) evidencing
an interest in or relating to the above.
"Obligations" shall include:
(a) the obligations and indebtedness of the Debtor
evidenced by that certain Purchase Money Note made by
the Debtor payable to the order of the Secured Party in
the principal amount of $2,000,000.00, dated as of the
date hereof, and any and all renewals, modifications,
amendments and replacements thereof; together with any
and all other indebtedness, obligations and liabilities
of the Debtor to the Secured Party, now or hereafter
existing, incurred or created under the Asset Purchase
Agreement or any of the other Asset Purchase Documents,
whether presently existing or hereafter created or
existing;
(b) all costs incurred by the Secured Party to obtain,
preserve and enforce this Security Agreement and the
security interest created hereunder, collect the
Obligations and to maintain and preserve the
Collateral, including, without limitation, taxes,
assessments, insurance premiums, repairs, reasonable
attorneys' fees and legal expenses (including those for
appellate proceedings), rent storage costs and expenses
of sale; and
(c) interest on the above amounts, as agreed between
the Debtor and Secured Party, or if no such agreement<PAGE>
exists as to any such amounts, at the Default Rate
specified in the Note.
Section 3. Representations. The Debtor warrants and
agrees that it is the owner of the Collateral free and
clear of all liens and security interests except the
security interest granted by this Security Agreement or
as set forth on Exhibit B hereto (herein called
"Permitted Encumbrances").
Section 4. No Other Security Interests. So long as any
Obligation to the Secured Party is outstanding, the
Debtor will not without the prior written consent of
the Secured Party grant to any third party a security
interest in any of the Collateral or permit any lien or
encumbrance to attach to any part of the Collateral
(except for taxes not yet due and payable) or suffer or
permit any levy to be made on any part of the
Collateral, or permit any financing statement except
that of Secured Party to be on file with respect
thereto except with respect to Permitted Encumbrances;
provided that, upon the written request of the Debtor,
the Secured Party agrees to subordinate its security
interest in the Patent Application (as defined in the
definition of ``Collateral'' above) and any patent(s)
issued or awarded pursuant thereto or in respect
thereof, and the rights described or declared therein
(collectively, the ``Patent Collateral'') to a lien to
be granted by the Debtor in the Patent Collateral to a
creditor which provides new financing to the Debtor
which does not exceed $5,000,000 in aggregate principal
amount, the terms and provisions of which subordination
agreement shall be reasonably acceptable to the Debtor
and the Secured Party. Nothing herein, however shall
be deemed or construed as an agreement of the Secured
Party to subordinate its security interest in any other
Collateral or subordinate it rights in any respect to
the payment and performance when due of each of the
Obligations. The Debtor will not sell, transfer, lease
or otherwise dispose of any of the Collateral or any
interest therein, or offer to do so or permit anything
to be done to impair the value of the Collateral or the
security interest, provided, however, the Debtor may
sell Inventory in the ordinary course of its business
and may sell in the ordinary course of its business
Equipment which the Debtor in good faith determines is
either worn out or obsolete and Equipment which the
Debtor replaces with Equipment of comparable value and
utility, and all of which such replacements shall be
subject to the security interest granted in this
Security Agreement. Upon the occurrence of an Event of
Default, the Secured Party shall have the right, by
written notice to the Debtor, to terminate the Debtor's
authority to sell, lease, otherwise transfer,<PAGE>
manufacture, process or assemble, or furnish under
contracts of service, any or all of the Inventory.
Section 5. Representations, Warranties and Covenants
Regarding the Collateral. The Debtor represents,
warrants and covenants that:
5.1. The Collateral shall be kept at the address
specified above or specified on Exhibit A attached
hereto. If any of the Collateral is located on
property which is not owned by the Debtor, the Debtor
will, on demand of the Secured Party, obtain landlord's
waivers of liens in forms satisfactory to the Secured
Party as to each such location. The Debtor will not
permit any of the Collateral to be moved without the
prior written consent of the Secured Party, other than
Collateral which may be sold as permitted under Section
4 hereof.
5.2. If any of the Collateral is attached to real
property, the legal description for said real property
is attached hereto as Exhibit A and the Debtor will, on
demand of the Secured Party, furnish the Secured Party
with a disclaimer or disclaimers, signed by all persons
having an interest in said real estate at the time of
such attachment, of any interest in the Collateral.
The Debtor is the record owner of the real property
where the Collateral is kept or, if the Debtor is not
the record owner, the name or names of the record owner
or owners is shown on Exhibit A hereto.
5.3. The Debtor will at all times keep the Collateral
insured against loss, damage, theft, and such other
risks as the Secured Party may require in such amounts
(in any event, not less than the full insurable value
thereof), with such insurance companies, under such
policies, in such form and for such periods as shall be
reasonably satisfactory to the Secured Party, and each
such policy (other than open cargo policies) shall
provide that loss thereunder and proceeds payable
thereunder shall be payable to the Secured Party under
a standard mortgagee endorsement, if available, or, if
not available, as an additional loss payee (and the
Secured Party may apply any proceeds of such insurance
which may be received by the Secured Party toward
prepayment of the Obligations whether due or not due,
in such order as the Secured Party in its sole and
absolute discretion may elect). Each such policy shall
provide for thirty (30) days' written minimum
cancellation notice to the Secured Party. Each such
policy shall, if the Secured Party so requests, be
deposited with the Secured Party, and the Secured Party
may act as attorney for the Debtor in obtaining,
adjusting, settling, and canceling such insurance and<PAGE>
indorsing any drafts. Such policies shall provide that
no act or default of the Debtor shall affect the right
of the Secured Party to recover.
5.4. The Debtor will at all times keep the Collateral
in good order and repair and will not waste or destroy
the Collateral or any part thereof.
5.5. The Debtor warrants that no financing statement
covering any Collateral or any proceeds thereof is on
file in any public office, other than financing
statements naming the Secured Party and financing
statements filed with respect to Permitted
Encumbrances. The Debtor will promptly, if requested
by the Secured Party, mark its records evidencing its
accounts and chattel paper in a manner satisfactory to
the Secured Party so as to show the same having been
assigned to the Secured Party. The Debtor authorizes
the Secured Party to file financing statements with
respect to the Collateral signed only by the Secured
Party. The Debtor will join with the Secured Party in
executing financing statements, notices, affidavits or
similar instruments in forms satisfactory to the
Secured Party and such other documents as the Secured
Party may from time to time request, and will pay the
cost of filing the same in any public office deemed
advisable by the Secured Party. The Debtor will do
such other acts and things, all as the Secured Party
may request, to maintain a valid, first perfected
security interest in the Collateral (free of all other
liens and claims whatsoever other than Permitted
Encumbrances) to secure the payment of the Obligations
secured hereby. The Secured Party is hereby appointed
the Debtor's attorney-in-fact to do all acts and things
which the Secured Party may deem necessary to perfect
and to continue the perfection of the security interest
created hereby and to protect the Collateral. The
foregoing power is coupled with an interest and is
irrevocable.
5.6. The Debtor will not use the Collateral or permit
the same to be used in violation of any statute or
ordinance. The Secured Party may examine and inspect
the Collateral at any time, wherever located. The
Debtor will pay promptly when due all taxes and
assessments upon the Collateral or for its use or
operation or upon this Security Agreement or other
writing evidencing the Obligations, or any of them.
5.7. The chief executive office where Debtor keeps its
records concerning its Collateral is at the address
specified at the beginning of this Security Agreement
unless a different address is specified on Exhibit A
hereto. The Debtor shall give the Secured Party<PAGE>
written notice of each additional location at which
Collateral will be kept, of any change in the Debtor's
name or the use by it of any fictitious name, and of
any change in the chief executive office of the Debtor
at which records of the Debtor pertaining to Collateral
are kept at least thirty (30) days prior to the
location of Collateral at such address, the change of
the Debtor's name or the commencement of the use by it
of any fictitious name, or the change of the chief
executive office of the Debtor. Notwithstanding the
foregoing provisions of this Section 5.7 to the
contrary, the Debtor shall keep the computer equipment
and software described in Schedule 2.1.2 only at the
offices of the Debtor described at the beginning of
this Security Agreement and/or at such other location
or locations within the State of Florida as may be
approved in writing by the Secured Party and shall not
move all or any portion thereof to any other location
without the prior written consent of the Secured Party.
Section 6. Defaults and Remedies. If any one of the
following "Events of Default" shall occur and shall not
have been remedied:
(a)Any "Event of Default" under the Note, the Asset
Purchase Agreement or any of the other Asset Purchase
Documents (as defined in the Note); or
(b) Any default by the Debtor with respect to the
payment of any of the Obligations; or
(c) Any representation or warranty made by the Debtor
herein or in any certificate or report furnished by the
Debtor hereunder or under the Note, the Asset Purchase
Agreement or any of the other Asset Purchase Documents
shall prove to have been incorrect in any material
respect; or
(d) The Debtor shall default in the performance of any
other agreement, covenant or obligation contained
herein, if the default continues for a period of 10
days after notice of the default to the Debtor by the
Secured Party, then the Secured Party, may in addition
to any other rights and remedies which it may have,
immediately and without demand exercise any and all of
the rights and remedies granted to a secured party upon
default under the Code; and upon request or demand of
the Secured Party, the Debtor shall at its expense
assemble all or any part of the Collateral and make it
available to the Secured Party at a convenient place
designated by the Secured Party. The Secured Party and
its agents are authorized to enter into or onto any
premises where the Collateral may be located for the
purpose of taking possession of such Collateral. Any<PAGE>
notice of sale, disposition or other intended action by
the Secured Party, sent to the Debtor at the address
specified at the beginning of this Security Agreement
or at such other address of the Debtor as may from time
to time be shown on the Secured Party's records, at
least ten (10) days prior to such action, shall
constitute reasonable notice to the Debtor. Upon
request of the Secured Party, the Debtor shall assemble
and make the Collateral available to the Secured Party
at a place reasonably convenient to the Debtor and the
Secured Party. Any proceeds of any disposition of any
of the Collateral may be applied by the Secured Party
toward payment of such of the Obligations and in such
order of application as the Secured Party may from time
to time elect.
Section 7. Miscellaneous.
7.1. No waiver by the Secured Party of any default
shall operate as a waiver of any other default or of
the same default on a future occasion. No delay or
omission on the part of the Secured Party in exercising
any right or remedy shall operate as a waiver thereof,
and no single or partial exercise by the Secured Party
of any right or remedy shall preclude any other or
further exercise thereof or the exercise of any other
right or remedy. Time is of the essence of this
Security Agreement. The provisions of this Security
Agreement are cumulative and in addition to the
provisions of any liability of the Debtor under any
note, any guaranty or any other writing, and the
Secured Party shall have all the benefits, rights and
remedies of a secured party under this Security
Agreement and any other document.
7.2. Upon the occurrence of an Event of Default
hereunder, the Secured Party may at its discretion
transfer any securities or other property constituting
Collateral into its own name or that of its nominee and
receive the income thereon and hold the same as
security for the Obligations or apply it on principal
or interest due on the Obligations. Insofar as the
Collateral shall consist of claims and rights to the
payment of money, insurance policies, choses in action
or the like, the Secured Party may, without notice to
or demand on the Debtor, demand, collect, receipt for,
settle, compromise, adjust, use, sue for, foreclose or
realize upon Collateral as the Secured Party may
determine, whether or not Obligations or Collateral are
then due and for the purpose of realizing the Secured
Party's rights therein, the Secured Party may receive,
open and dispose of mail addressed to the Debtor and
endorse notes, checks, drafts, money orders, documents
of title or other evidences of payment, shipment or<PAGE>
storage or any form of Collateral on behalf of and in
the name of the Debtor. The powers conferred upon the
Secured Party by this Section are solely to protect the
interest of the Secured Party and shall not impose any
duties on the Secured Party to exercise any powers.
7.3. All rights of the Secured Party hereunder shall
inure to the benefit of its successors and assigns, and
all Obligations of the Debtor shall bind the successors
and assigns of the Debtor.
7.4. This Security Agreement shall be governed by and
construed in accordance with the laws of the State of
Florida, except that the matters affecting title to the
Collateral and the creation, perfection, priority and
foreclosure of liens on and security interest in the
Collateral shall be governed by and construed in
accordance with the laws of the jurisdiction in which
the respective Collateral is located, and except to the
extent that under the provisions of the Uniform
Commercial Code as adopted in the various jurisdictions
the perfection and the effect of perfection and
nonperfection is governed by the laws of some
jurisdiction other than Florida, in which case such
perfection and the effect of such perfection or
nonperfection shall be governed by the Uniform
Commercial Code as adopted in such other jurisdiction.
7.5. The Debtor shall pay on demand all expenses and
expenditures of the Secured Party, including reasonable
attorneys' fees and legal expenses, incurred or paid by
the Secured Party in protecting, enforcing or
exercising its security interest, rights or remedies
created by, connected with or provided in this Security
Agreement or performance pursuant to this Security
Agreement.
7.6. Upon the Debtor's failure to discharge any such
taxes, liens or security interests or other
encumbrances or pay for insurance, the Secured Party
may discharge taxes, liens or security interests or
other encumbrances at any time levied or placed on the
Collateral, may pay for insurance on the Collateral,
and may pay for the maintenance and preservation of the
Collateral. The Debtor agrees to reimburse the Secured
Party on demand for any payment made, or any expense
incurred, by the Secured Party, pursuant to the
foregoing authorization. Except as otherwise expressly
provided in this Security Agreement, until default the
Debtor may have possession of the Collateral and use it
in any lawful manner not inconsistent with this
Security Agreement and not inconsistent with any policy
of insurance thereon.<PAGE>
7.7. If any of the provisions of this Security
Agreement shall contravene or be held invalid under the
laws of any jurisdiction, the Security Agreement shall
be construed as if not containing such provision and
the remainder of this Security Agreement shall be
construed and enforced accordingly.
7.8.The rights of the Secured Party and the Secured
Party under the Asset Purchase Agreement, the Note and
each of the other Asset Purchase Documents are
cumulative. Without limiting the generality of the
foregoing, the Secured Party may enforce its rights
hereunder in all or part of the Collateral or in any
other security in the order selected by Secured Party.
7.9.Capitalized terms which are used herein and not
defined herein shall have the meanings given such terms
in the Asset Purchase Agreement.
7.10. THE DEBTOR HEREBY, AND THE SECURED PARTY BY ITS
ACCEPTANCE OF THIS SECURITY AGREEMENT, KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER
MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN
CONNECTION WITH THIS SECURITY AGREEMENT AND ANY
AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION
HEREWITH OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF
EITHER PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT
FOR THE SECURED PARTY ACCEPTING THIS SECURITY AGREEMENT
AND THE SECURED PARTY MAKING ANY LOAN, ADVANCE OR OTHER
EXTENSION OF CREDIT TO THE DEBTOR.
7.11. In addition to all other waivers, as set forth
herein or in the Note, the Asset Purchase Agreement and
the other Asset Purchase Documents, against the
obligations and liabilities secured hereby, the Debtor
expressly waives, to the fullest extent allowed by law,
all claims and rights to claim any exemptions allowable
under the Constitution or laws of the United States,
any state or any other jurisdiction.
IN WITNESS WHEREOF the parties have caused this
Security Agreement to be effective as of the date first
above written, but have, in fact, duly executed this
Security Agreement this _ _ _ _ day of November, 1995.
DEBTOR:
SHARED TECHNOLOGIES CELLULAR, INC., a Delaware
corporation
By:
Title:<PAGE>
SECURED PARTY:
PTC CELLULAR, INC., a Delaware corporation
By:
Title:<PAGE>
EXHIBIT A
TO
SECURITY AGREEMENT
ADDITIONAL LOCATIONS OF COLLATERAL; LEGAL DESCRIPTION
OF REAL PROPERTY TO WHICH COLLATERAL ARE ATTACHED
Collateral which is comprised of cellular telephone
equipment may be located in vehicles operated by rental
car agencies pursuant to the specific agreements
assigned by Secured Party, and assumed by Debtor,
pursuant to the provisions of the Asset Purchase
Agreement, provided that such vehicles are operated in
only those jurisdictions in which the Secured Party's
first priority security interest in such collateral has
been properly perfected.<PAGE>
EXHIBIT B
TO
SECURITY AGREEMENT
PERMITTED ENCUMBRANCES
NONE<PAGE>
SCHEDULES 2.1.1 THROUGH 2.1.2
TO
SECURITY AGREEMENT<PAGE>
SCHEDULE I TO FINANCING STATEMENT
FROM SHARED TECHNOLOGIES CELLULAR, INC. (the "Debtor")
TO PTC CELLULAR, INC. (the "Secured Party")
The Collateral covered by this financing statement
includes all of the following property of the Debtor or
in which the Debtor has an interest, whether now owned
or existing or hereafter created or acquired and
wherever located (the ``Collateral''):
(1) All cellular telephone equipment manufactured
or distributed by Ericsson GE Mobile
Communication, Inc.;
(2) All cellular telephone equipment which
utilizes the ``smart phone'' technology (described
in the Patent Application (described below))
providing such telephones with the capability of
being polled or reprogrammed from a remote
location without requiring the physical possession
of the telephone;
(3) All computer equipment and software described
in Schedule 2.1.2 attached hereto and made a part
hereof;
(4) Without limiting the generality of the
provisions of clause (5) below, all of the
Debtor's present and future right title and
interest and to the following patent application
and any patent(s) issued or awarded pursuant
thereto or in respect thereof, and the rights
described and declared therein:
Patent Application, Application #08/390,921,
entitled ``Method and Apparatus for Tracking
and Transmitting Communication Information
for Wireless Communication Systems,''filed
on February 14, 1995 with the United States
Patent and Trademark Office (the ``Patent
Application'');
(5) All General Intangibles related to, or used in
connection with, all or any portion of the items
described in clauses (1), (2), (3) and (4) above,
whether presently existing or hereafter arising or
acquired, including, without limitation, all of the
Debtor's present and future rights in connection with
any software, database, data, computer programs,
patents, patent applications, trademarks, trademark
applications, tradenames and other intellectual
property used in connection with all or any portion of
the items described in clauses (1), (2), (3) and (4)
above, including, without limitation, licenses,<PAGE>
copyrights, franchises, computer programs, corporate or
other business records, trade secrets, proprietary or
confidential information, and technical information
related in any way to all or any portion of the items
described in clauses (1), (2), (3) and (4) above (but
excluding contract rights of the Debtor under
agreements with rental car agencies or other
customers);
together with all cash and non-cash proceeds of the
Collateral, including insurance proceeds and all
products and profits of any of the Collateral, all
increases and additions and accessions to the
Collateral, or any portion of the Collateral, and all
replacements and substitutions for all or any portion
of the Collateral, including without limitation any
proceeds of any insurance, indemnity, warranty or
guaranty payable with respect to all or any portion of
the Collateral, any awards or payments due or payable
in connection with any condemnation, requisition,
confiscation, seizure or forfeiture of all or any
portion of the Collateral by any person or entity
acting under governmental authority or color thereof
and any damages or amounts payable to the Debtor in
connection with any lawsuit regarding all or any
portion of the Collateral; and all ledger sheets,
files, records, documents and instruments (including,
but not limited to, computer programs, tapes and
related electronic data processing software) evidencing
an interest in or relating to the above.
Definitions in the Code (as hereinafter defined) apply
to words and phrases in this financing statement and,
if Code definitions conflict, definitions in Article 9
(Chapter 679, Florida Statutes) of the Code shall
apply. "Code" means the Uniform Commercial Code as in
effect from time to time in the State of Florida
(Chapters 671 through 680, inclusive, Florida
Statutes).<PAGE>
SCHEDULE I TO FINANCING STATEMENT
FROM SHARED TECHNOLOGIES CELLULAR, INC. (the "Debtor")
TO PTC CELLULAR, INC. (the "Secured Party")
The Collateral covered by this financing statement
includes all of the following property of the Debtor or
in which the Debtor has an interest, whether now owned
or existing or hereafter created or acquired and
wherever located (the ``Collateral''):
(1)All cellular telephone equipment manufactured
or distributed by Ericsson GE Mobile
Communication, Inc.;
(2)All cellular telephone equipment which utilizes
the ``smart phone'' technology (described in the
Patent Application (described below)) providing
such telephones with the capability of being
polled or reprogrammed from a remote location
without requiring the physical possession of the
telephone;
(3)All computer equipment and software related to
the Collateral described in this Schedule I;
(4)Without limiting the generality of the
provisions of clause (5) below, all of the
Debtor's present and future right title and
interest and to the following patent application
and any patent(s) issued or awarded pursuant
thereto or in respect thereof, and the rights
described and declared therein:
Patent Application, Application #08/390,921,
entitled ``Method and Apparatus for Tracking
and Transmitting Communication Information
for Wireless Communication Systems,''filed
on February 14, 1995 with the United States
Patent and Trademark Office (the ``Patent
Application'');
(5) All General Intangibles related to, or used in
connection with, all or any portion of the items
described in clauses (1), (2), (3) and (4) above,
whether presently existing or hereafter arising or
acquired, including, without limitation, all of
the Debtor's present and future rights in
connection with any software, database, data,
computer programs, patents, patent applications,
trademarks, trademark applications, tradenames and
other intellectual property used in connection
with all or any portion of the items described in
clauses (1), (2), (3) and (4) above, including,
without limitation, licenses, copyrights,<PAGE>
franchises, computer programs, corporate or other
business records, trade secrets, proprietary or
confidential information, and technical
information related in any way to all or any
portion of the items described in clauses (1),
(2), (3) and (4) above (but excluding contract
rights of the Debtor under agreements with rental
car agencies or other customers);
together with all cash and non-cash proceeds of the
Collateral, including insurance proceeds and all
products and profits of any of the Collateral, all
increases and additions and accessions to the
Collateral, or any portion of the Collateral, and all
replacements and substitutions for all or any portion
of the Collateral, including without limitation any
proceeds of any insurance, indemnity, warranty or
guaranty payable with respect to all or any portion of
the Collateral, any awards or payments due or payable
in connection with any condemnation, requisition,
confiscation, seizure or forfeiture of all or any
portion of the Collateral by any person or entity
acting under governmental authority or color thereof
and any damages or amounts payable to the Debtor in
connection with any lawsuit regarding all or any
portion of the Collateral; and all ledger sheets,
files, records, documents and instruments (including,
but not limited to, computer programs, tapes and
related electronic data processing software) evidencing
an interest in or relating to the above.
Definitions in the Code (as hereinafter defined) apply
to words and phrases in this financing statement and,
if Code definitions conflict, definitions in Article 9
(Chapter 679, Florida Statutes) of the Code shall
apply. "Code" means the Uniform Commercial Code as in
effect from time to time in the State of Florida
(Chapters 671 through 680, inclusive, Florida
Statutes).<PAGE>
PURCHASE MONEY NOTE
$2,000,000.00 Dated as of November 1, 1995
For value received, SHARED TECHNOLOGIES CELLULAR, INC.,
a Delaware corporation (the "Buyer"), promises to pay
to the order of PTC CELLULAR, INC., a Delaware
corporation, its successors and assigns (together with
its successors and assigns, the "Seller"), at the
office of the Seller at 2300 N.W. 89th Place, Miami,
Florida 33172, the principal sum of TWO MILLION AND
NO/100 DOLLARS ($2,000,000.00), in installments as
hereinafter provided, in lawful money of the United
States of America, and to pay interest on the unpaid
principal balance hereof in like money at such office
from the date hereof until the principal hereof shall
have been paid in full, and at maturity (whether by
acceleration or otherwise), at a fixed rate per annum
equal to eight percent (8%) per annum.
Interest calculated as aforesaid shall be payable
semiannually in arrears, commencing on May 1, 1996, and
continuing semiannually on the same day of each
November and May thereafter, with all accrued and
unpaid interest payable at maturity (each such date
being referred to herein as an "Payment Date").
Interest on this Note shall be computed on the actual
number of days elapsed over a 360-day year; i.e.,
1/360th of a full year's interest shall accrue for each
day any portion of the loan evidenced by this Note is
outstanding.
Principal on this Note shall be due and payable in ten
(10) consecutive semiannual installments on each
Payment Date as follows: in nine (9) equal consecutive
installments of principal in the amount of $200,000.00
each, commencing with the first Payment Date to occur
after the date of this Note, and continuing
semiannually on each Payment Date thereafter, together
with a final installment of principal due and payable
on November 1, 2000 equal to the entire unpaid
principal balance of this Note.
The unpaid balance of this Note may be prepaid at any
time and from time to time without premium or penalty.
All prepayments of this Note shall be applied first to
the payment of all accrued and unpaid interest then due
and owing hereunder and thereafter to the payment of
the installments of principal hereunder in the inverse
order of maturity.
If the principal of this Note or any portion hereof
and, to the extent permitted by law, interest hereon
shall not be paid when due, whether by acceleration or<PAGE>
otherwise, the same shall, or in the event of the
occurrence of an Event of Default (as hereinafter
defined), the outstanding principal balance of this
Note shall, at the option of the Seller, thereafter
bear interest for any period during which the same
shall be overdue, or during the pendency of any such
Event of Default, at a rate per annum equal to the
maximum rate permitted by applicable law, or, where no
maximum rate is prescribed by law, at the rate of
eighteen percent (18%) per annum, and payable on
demand.
Upon the happening of any of the following events, each
of which shall constitute a default hereunder (herein
referred to as an "Event of Default"), all liabilities
of the Buyer to the Seller, whether or not evidenced by
this Note, shall thereupon or thereafter, at the option
of the Seller, without notice or demand, become due and
payable:
(a) failure of the Buyer to perform any agreement
hereunder or under any other instrument or
agreement evidencing, securing and/or guaranteeing
the obligations and indebtedness of the Buyer to
the Seller evidenced by this Note, or to pay in
full, when due, any liability whatsoever or any
principal installment of this Note or interest
installment hereon, when the same shall become due
and payable;
(b) failure of the Buyer to perform any agreement
under that certain Asset Purchase Agreement, dated
as of the date hereof (the ``Asset Purchase
Agreement''), by and among Peoples Telephone
Company, Inc., a New York corporation
(``Peoples''), the Seller and the Buyer, or under
any other instrument or agreement executed and
delivered by the Buyer pursuant to or in
connection with the Asset Purchase Agreement
(collectively, the ``Asset Purchase Documents''),
which failure continues for a period of ten (10)
days following written notice thereof from the
Seller to the Buyer;
(c) the Buyer shall:
(i) make an assignment for the benefit of
creditors, petition or apply to any court or other
tribunal for the appointment of a custodian,
receiver or any trustee or shall commence any
proceeding under any bankruptcy, reorganization,
arrangement, readjustment of debt, dissolution or
liquidation law or statute of any jurisdiction,
whether now or hereafter in effect; or if there<PAGE>
shall have been filed any such petition or
application, or any such proceeding shall have
been commenced against the Buyer in which an order
for relief is entered or which remains undismissed
for a period of thirty (30) days or more; the
Buyer, by any act or omission shall indicate
consent to, approval of or fail to timely object
to any such petition, application or proceeding or
order for relief or the appointment of a
custodian, receiver or any trustee or shall suffer
any such custodianship, receivership or
trusteeship to continue undischarged for a period
of thirty (30) days or more;
(ii) generally not pay its debts as such debts
become due or admit in writing its inability to
pay its debts as they mature; or
(iii) have concealed, removed or permitted to be
concealed or removed any part of its properties or
assets, with intent to hinder, delay or defraud
its creditors or any of them, or made or suffered
a transfer of any of its property which may be
fraudulent under any bankruptcy, fraudulent
conveyance or similar law; or shall have made any
transfer of its property to or for the benefit of
a creditor at a time when other creditors
similarly situated have not been paid; or
(iv) be "insolvent", as such term is defined in the
(d) the issuing of any attachment or garnishment
against any property of the Buyer pledged to
secure the obligations of the Buyer to the Seller
evidenced by this Note, or the filing of any lien
against any property of the Buyer pledged to
secure the obligations of the Buyer to the Seller
evidenced by this Note, in either of which case is
not cured, bonded or released within ten (10) days
following notice thereof from the Seller to the
Buyer or is not previously approved in writing by
the Seller;
(e) the taking of possession of any substantial
part of the property of the Buyer at the instance
of any governmental authority;
(f) the dissolution, merger, consolidation or
reorganization of the Buyer;
(g) any warranty, representation, certificate or
statement of the Buyer (whether contained in the
Asset Purchase Agreement, this Note or otherwise)
is not true; and<PAGE>
(h) failure of the Buyer, after request by the
Seller, to furnish financial information or to
permit inspection of the Buyer's books and records
in accordance with the provisions of the Asset
Purchase Agreement, which failure shall continue
uncured for ten (10) days after notice of such
default from the Seller to the Buyer.
The Buyer agrees to pay all reasonable costs incurred
by any holder hereof, including reasonable attorneys'
fees (including those for appellate proceedings),
incurred in connection with any Event of Default, or in
connection with the collection or attempted collection
or enforcement hereof and/or any of the other Asset
Purchase Documents, or in connection with the
protection of any collateral given as security for the
payment hereof, whether or not legal proceedings may
have been instituted.
All parties to this Note, including the Buyer and any
sureties, endorsers or guarantors, hereby waive
presentment for payment, demand, protest, notice of
dishonor, notice of acceleration of maturity, and all
defenses on the ground of extension of time for payment
hereof, and agree to continue and remain bound for the
payment of principal, interest and all other sums
payable hereunder, notwithstanding any change or
changes by way of release, surrender, exchange or
substitution of any security for this Note or by way of
any extension or extensions of time for payment of
principal or interest; and all such parties waive all
and every kind of notice of such change or changes and
agree that the same may be made without notice to or
consent of any of them. The rights and remedies of the
holder as provided herein shall be cumulative and
concurrent and may be pursued singularly, successively
or together at the sole discretion of the holder, and
may be exercised as often as occasion therefor shall
occur, and the failure to exercise any such right or
remedy shall in no event be construed as a waiver or
release of the same.
Anything herein to the contrary notwithstanding, the
obligations of the Buyer under this Note shall be
subject to the limitation that payments of interest to
the Seller shall not be required to the extent that
receipt of any such payment by the Seller would be
contrary to provisions of law applicable to the Seller
(if any) which limit the maximum rate of interest which
may be charged or collected by the Seller; provided,
however, that nothing herein shall be construed to
limit the Seller to presently existing maximum rates of
interest, if an increased interest rate is hereafter
permitted by reason of applicable federal or state<PAGE>
legislation. In the event that the Buyer makes any
payment of interest, fees or other charges, however
denominated, pursuant to this Note, which payment
results in the interest paid to the Seller to exceed
the maximum rate of interest permitted by applicable
law, any excess over such maximum shall be applied in
reduction of the principal balance owed to the Seller
as of the date of such payment, or if such excess
exceeds the amount of principal owed to the Seller as
of the date of such payment, the difference shall be
paid by the Seller to the Buyer.
No delay or omission on the part of the Seller in
exercising any right hereunder shall operate as a
waiver of such right or of any right under this Note.
No waiver shall be binding upon the Seller, unless in a
writing signed by an authorized officer of the Seller.
The rights and remedies of the Seller under this Note
are cumulative and in addition to any other rights the
Seller may have at law, in equity or otherwise.
THE BUYER HEREBY, AND THE SELLER BY ITS ACCEPTANCE OF
THIS NOTE, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
WAIVE THE RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT
OF, UNDER OR IN CONNECTION WITH THIS NOTE OR ANY
AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION
HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,
STATEMENTS (WHETHER VERBAL OR WRITTEN OR ACTIONS OF
EITHER PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT
FOR THE SELLER MAKING THE LOAN EVIDENCED BY THIS NOTE.
The parties hereto hereby irrevocably submit in any
suit, action or proceeding arising out of or relating
to this Note or any transactions contemplated hereby to
the exclusive jurisdiction of the United States
District Court for the Southern District of Florida or
if jurisdiction is not available therein the
jurisdiction of any state court in Dade County, State
of Florida, and waive any and all objections to such
jurisdiction or venue that they may have under the laws
of any state or country, including, without limitation,
any argument that jurisdiction, situs and/or venue are
inconvenient or otherwise improper. Each party further
agrees that process may be served upon such party in
any manner authorized under the laws of the United
States or Florida, and waives any objections that such
party may otherwise have to such process.
This Note shall be governed by and construed in
accordance with the internal laws of the State of
Florida, without regard to the principles of conflicts
of laws thereunder.<PAGE>
IN WITNESS WHEREOF, the Buyer has caused this Note to
be effective as of the date first above written, but
has in fact caused this Note to be duly executed and
delivered as of this_ _ _ _ _ day of November, 1995.
SHARED TECHNOLOGIES CELLULAR, INC., a Delaware
By:
Its:
STATE OF )
) ss:
COUNTY OF )
I HEREBY CERTIFY that on this _ _ _ _ _ day of
November, 1995, before me, an officer duly authorized
in the State and in the County aforesaid to take
acknowledgments, personally appeared _ _ _ _ _ _ _ _
_ _ , to me known to be the person who executed the
attached promissory note, dated as of November _ _ _ _
_ _ , 1995, in the maximum principal amount of TWO
MILLION AND NO/100 DOLLARS ($2,000,000.00), on behalf
of SHARED TECHNOLOGIES CELLULAR, INC., a Delaware
corporation and acknowledged before me that he executed
the same.
Notary Public
Printed name:
Commission #:
Expiration:
[S E A L]<PAGE>
SHARED TECHNOLOGIES INC.
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT (this "Agreement") dated
as of November 1, 1995 is entered into by and between
Shared Technologies Cellular, Inc., a Delaware
corporation (the "Company"), and Peoples Telephone
Company, Inc., a New York corporation (the "Selling
Stockholder"; the Selling Stockholder, together with
any transferees pursuant to Section 11(a) hereof,
collectively, the "Selling Stockholders").
RECITALS
1. The Company has issued to the Selling Stockholder
pursuant to the terms of a certain Asset Purchase
Agreement (the "Purchase Agreement") with the Company
dated the date hereof one hundred thousand (100,000)
shares of the Company's common stock, $0.01 par value
per share ("Common Stock").
2. The Selling Stockholder desires that such shares be
registered under the Securities Act as defined herein
and appropriate state securities laws, and the Company
is willing to provide for the registration of such
shares upon the terms and conditions contained herein.
NOW, THEREFORE, in consideration of the premises set
forth above, the mutual covenants contained herein and
other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the
parties hereby agree, with the intent to be legally
bound subject to the terms and conditions set forth
herein, as follows:
1. Certain Definitions. As used in this Agreement,
the following terms shall have the following
respective meanings:
"Commission" shall mean the Securities and Exchange
Commission, or any other federal agency at the time
administering the Securities Act.
"Common Stock" shall mean the Common Stock, $0.01 par
value per share, of the Company, as constituted as of
the date of this Agreement.
"Exchange Act" shall mean the Securities Exchange Act
of 1934, as amended, or any similar federal statute,
and the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the
time.<PAGE>
"Majority Holders" shall mean Selling Stockholders
holding from time to time in the aggregate more than
fifty percent (50%) of the total number of shares of
Restricted Stock.
"Registrable Shares" shall mean (i) the shares of
Common Stock issued to the Selling Stockholder
pursuant to the Purchase Agreement and (ii) any other
shares of Common Stock issued or issuable in respect
of such shares (as a result of stock splits, stock
dividends, reclassifications, recapitalizations,
combinations or similar events).
"Registration Expenses" shall mean the expenses so
described in Section 5.
"Restricted Stock" shall mean the Registrable Shares,
excluding Registrable Shares which have been (a)
registered for sale under the Securities Act, pursuant
to an effective registration statement filed
thereunder and disposed of in accordance with the
registration statement covering them, or (b) publicly
sold pursuant to Rule 144 under the Securities Act.
"Securities Act" shall mean the Securities Act of
1933, as amended, or any similar federal statute, and
the rules and regulations of the Commission
thereunder, all as the same shall be in effect at the
time.
"Selling Expenses" shall mean the expenses so
described in Section 6.
2. [RESERVED]
3. Registration. (a) Majority Holders may at any
time after November 1, 1996 on one occasion make a
written request for a registration under the
Securities Act and state securities laws of all or
part of the Restricted Stock (a "Demand
Registration"). Any such request will specify the
number of shares of Restricted Stock proposed to be
sold and will also specify the intended method of
disposition thereof. The Company will use its best
efforts (subject to the provisions of this Agreement)
to effect, as soon as practicable after such request,
all such registrations, qualifications and compliances
under the Securities Act and state securities laws
(including without limitation, filings required to
effect a registration pursuant to the Securities Act
if available or pursuant to any applicable exemption)
of the Restricted Stock which the Company has been so
requested to register by Majority Holders. If (i) the<PAGE>
Company (A) shall have made a registered offering of
Common Stock for the Company's account within ninety
(90) days prior to the date the Majority Holders make
a demand, or (B) in good faith anticipates filing a
registration statement for an offering of Common Stock
for the Company's account within ninety (90) days
after such demand date, or (ii) the Company has
received a request for a demand registration from the
holders of other registration rights prior to the date
of such Majority Holders' request pursuant to which
the Company is effecting a registration of Common
Stock, then the Demand Registration shall not be
allowed and shall not count towards the Selling
Stockholders' Demand Registration; provided, however,
that the Selling Stockholders shall be entitled to
exercise their Piggy-Back Registration Rights, as
defined below, and further provided, that a Demand
Registration may only be deferred pursuant to this
sentence once in any twelve (12) month period. The
Company shall not for any reason be obligated to
effect more than one Demand Registration pursuant to
this Section 3(a), it being understood that a Demand
Registration shall be deemed to have occurred only if
the registration statement related thereto is declared
effective by the Commission and, in the case of a firm
underwritten offering, at least ninety percent (90%)
of the Shares entitled to be sold are in fact sold.
If the Selling Stockholders requesting a Demand
Registration so elect, the offering of such holders'
Restricted Stock pursuant to the Demand Registration
shall be in the form of an underwritten offering. The
Majority Holders shall select the managing underwriter
in connection with such offering; provided, however,
that such managing underwriter and additional
investment bankers and managers must be reasonably
satisfactory to the Company. If Majority Holders
request a Demand Registration, then the Company shall
promptly send copies of such written request by
Majority Holders for Demand Registration to the other
holders of the rights to registration pursuant to this
Section 3(a). Such other holders shall have fifteen
(15) days from the date such notice is provided by the
Company pursuant to Section 10(b) hereof to elect to
participate in such registration by providing notice
to that effect to the Company. If the proposed sale
by Majority Holders is to be effected pursuant to an
underwritten public offering, the right of any holder
to registration pursuant to this Section 3(a) shall be
conditioned upon such Selling Stockholder's
participation in such underwriting and the inclusion
of such Selling Stockholder's Restricted Stock in the
underwriting to the extent requested, unless otherwise
mutually agreed by the Company, the Majority Holders<PAGE>
and such Selling Stockholder, to the extent provided
herein.
(b) If the Company at any time proposes to register
any of its securities under the Securities Act for
sale to the public, whether for its own account or for
the account of other security holders or both (except
with respect to registration statements on Forms S-4,
S-8 or another form not available for registering the
Restricted Stock for sale to the public), each such
time it will give written notice to holders of
outstanding Restricted Stock of its intention so to
do. Upon the written request of any such holder,
received by the Company within thirty (30) days after
the giving of any such notice by the Company, to
register any of such holder's Restricted Stock, the
Company will use its best efforts to cause the
Restricted Stock as to which registration shall have
been so requested to be included in the securities to
be covered by the registration statement proposed to
be filed by the Company, all to the extent requisite
to permit the sale or other disposition by the holder
(in accordance with its written request) of such
Restricted Stock so registered ("Piggy-Back
Registration Rights"). The foregoing provisions
notwithstanding, (i) the Company may withdraw any
registration statement referred to in this Section
3(b) without thereby incurring any liability to the
holders of Restricted Stock, and (ii) the inclusion of
shares of Restricted Stock under such Piggy-Back
Registration Rights is subject to the cut back
provisions of Section 3(c) below.
(c) If any of the underwriters of an offering
described in Section 3(b) above delivers its written
opinion to the selling holders of the Restricted Stock
proposed to be included in such offering that the size
of the offering that the selling holders, the Company
and any other persons intend to make, is such that the
success of the offering would be materially and
adversely affected by inclusion of all or part of the
Restricted Stock requested to be included, then the
amount of Restricted Stock to be offered shall be
reduced to the extent necessary to reduce the total
number of Restricted Stock to be included in such
offering to the amount recommended by any of the
underwriters, for the accounts of the Selling
Stockholders, provided that any such deductions shall
be made in the following priorities:
First, the number of shares of Common Stock requested
to be registered for the account of the Selling
Stockholders whose rights to have their shares of
Common Stock registered are subordinate to the Selling<PAGE>
Stockholders requesting Piggy-Back Registration shall
be reduced as required;
Second, the number of shares of Common Stock requested
to be registered by the holders requesting Piggy-Back
Registration and any holders of Common Stock whose
rights are pari passu with the registration rights of
the holders requesting Piggy-Back Registration shall
be reduced as required;
Third, the number of shares of Common Stock to be
registered by the holders of registration rights
having priority over the registration rights of the
holders requesting Piggy-Back Registration shall be
reduced as required;
Fourth, the number of shares of Common Stock requested
to be registered for the account of any person
requesting demand registration, if any, shall be
reduced as required, and then
Last, the number of shares of Common Stock intended to
be registered by the Company for its own account shall
be reduced as required.
Within the categories set forth above for reductions
of the number of shares of Common Stock to be
registered, the reductions shall be pro rata in
relation to the number of shares of Common Stock to be
registered by the holders in such category, unless
other rights exist among such persons.
(e) If the Company desires to issue or grant rights of
registration after the date of this Agreement, it may
do so without the consent of the Selling Stockholders
only to the extent that such future registration
rights' holders agree that such future registration
rights are in all respects junior and subordinate to
the registration rights of the holders of Registrable
Shares granted hereunder.
4. Registration Procedures. If and whenever the
Company is required by the provisions of Section 3
above to use its best efforts to effect the
registration of any shares of Restricted Stock under
the Securities Act, the Company will, as expeditiously
as possible:
(a) prepare and file with the Commission a
registration statement with respect to such securities
which complies with the Securities Act and use its
best efforts to cause such registration statement to
become and remain effective for the period of the<PAGE>
distribution contemplated thereby, determined as
hereinafter provided;
(b) prepare and file with the Commission such
amendments and supplements to such registration
statement and the prospectus used in connection
therewith as may be necessary to keep such
registration statement in compliance with the
Securities Act and effective for the period specified
in subsection (a) above and comply with the provisions
of the Securities Act with respect to the disposition
of all Restricted Stock covered by such registration
statement in accordance with the sellers' intended
method of disposition set forth in such registration
statement for such period;
(c) timely furnish to each seller of Restricted
Stock, and to each underwriter such number of copies
of the registration statement and the prospectus
included therein, including each preliminary
prospectus and all requirements and supplements
thereto, as such persons reasonably may request in
order to facilitate the public sale or other
disposition of the Restricted Stock covered by such
registration statement;
(d) use its best efforts to register or qualify the
Restricted Stock covered by such registration
statement under the securities or "blue sky" laws of
such jurisdictions as the sellers of Restricted Stock
or, in the case of an underwritten public offering,
the managing underwriter reasonably shall request;
provided, however, that the Company shall not for any
such purpose be required to qualify generally to
transact business as a foreign corporation in any
jurisdiction where it is not so qualified or to
consent to general service of process in any such
jurisdiction;
(e) use its best efforts to list the Restricted Stock
covered by such registration statement with any
securities exchange or quotation system on which the
Common Stock of the Company is then listed;
(f) immediately notify each seller of Restricted
Stock and each underwriter under such registration
statement, at any time when a prospectus relating
thereto is required to be delivered under the
Securities Act, of the happening of any event of which
the Company has knowledge as a result of which the
prospectus contained in such registration statement,
as then in effect, includes an untrue statement of a
material fact or omits to state a material fact
required to be stated therein or necessary to make the<PAGE>
statements therein not misleading in light of the
circumstances then existing;
(g) if the offering is underwritten and at the
request of any seller of Restricted Stock, use its
best efforts to furnish on the date that Restricted
Stock is delivered to the underwriters for sale
pursuant to such registration: (i) an opinion dated
such date of counsel representing the Company for the
purposes of such registration, addressed to the
underwriters and to such seller, stating that such
registration statement has become effective under the
Securities Act and that (A) to the best knowledge of
such counsel, no stop-order suspending the
effectiveness thereof has been issued and no
proceedings for that purpose have been instituted or
are pending or contemplated under the Securities Act,
(B) the registration statement, the related prospectus
and each amendment or supplement thereof comply as to
form in all material respects with the requirements of
the Securities Act, except that such counsel need not
express any opinion as to financial statements
contained therein, and (C) to such other effects as
reasonably may be requested by counsel for the
underwriters or by such seller or its counsel; and
(ii) a letter dated such date from the independent
public accountants retained by the Company, addressed
to the underwriters and to such seller, stating that
they are independent public accountants within the
meaning of the Securities Act and that in the opinion
of such accountants, the financial statements of the
Company included in the registration statement or the
prospectus, or any amendment or supplement thereof,
comply as to form in all material respects with the
applicable accounting requirements of the Securities
Act, and such letter additionally shall cover such
other financial matters, including information as to
the period ending no more than five (5) business days
prior to the date of such letter, with respect to such
registration as such underwriters reasonably may
request; and
(h) make available for inspection by each seller of
Restricted Stock, any underwriter participating in any
distribution pursuant to such registration statement,
and any attorney, accountant or other agent retained
by such seller or underwriter, all financial and other
records, pertinent corporate, documents and properties
of the Company, and cause the Company's officers,
directors and employees to supply all information
reasonably requested by any such seller, underwriter,
attorney, accountant or agent in connection with such
registration statement.<PAGE>
For purposes of Sections 4(a) and 4(b) above, the
period of distribution of Restricted Stock in a firm
commitment underwritten public offering shall be
deemed to extend until each underwriter has completed
the distribution of all securities purchased by it,
and the period of distribution of Restricted Stock in
any other registration shall be deemed to extend until
the earlier of the sale of all Restricted Stock
covered thereby and one hundred eighty (180) days
after the effective date thereof; provided, however,
that if the registration shall have been effected on
Form S-3 (or a successor form thereto), then the
period shall extend until the Restricted Stock are
eligible for resale without restriction pursuant to
Rule 144(k) (or a successor rule thereto).
In connection with each registration hereunder, the
sellers of Restricted Stock will furnish to the
Company in writing such information with respect to
themselves and the proposed distribution by them as
reasonably shall be necessary in order to assure
compliance with federal and applicable state
securities laws.
In connection with each registration pursuant to
Section 3 above covering an underwritten public
offering, the Company and each seller agree to enter
into a written agreement with the managing underwriter
selected in the manner herein provided in such form
and containing such provisions as are customary in the
securities business for such an arrangement between
such underwriter and companies of the Company's size
and investment stature and shall execute such powers
of attorney and custodial agreements in customary form
as may be required in connection therewith.
5. Expenses. All expenses incurred by the Company in
complying with Section 3 above, including without
limitation, all registration and filing fees, printing
expenses, fees and disbursements of counsel for the
Company and independent public accountants for the
Company, fees and expenses, including counsel fees,
incurred in connection with complying with state
securities or "blue sky" laws, fees of the National
Association of Securities Dealers, Inc., transfer
taxes, fees of transfer agents and registrars and
costs of insurance are called "Registration Expenses."
All underwriting discounts and selling commissions
applicable to the sale of Restricted Stock, including
any fees and disbursements of any special counsel to
the sellers of Restricted Stock, are called "Selling
Expenses." The Company will pay all Registration
Expenses in connection with each registration
statement relating to the Demand Registration and each<PAGE>
Piggy-Back Registration under Section 3 above. All
Selling Expenses in connection with each registration
statement under Section 3 above shall be borne by the
participating sellers in proportion to the number of
shares sold by each.
6. Indemnification and Contribution. (a) In the
event of a registration of any of the Restricted Stock
under the Securities Act pursuant to Section 3 above,
the Company will indemnify and hold harmless each
seller of such Restricted Stock thereunder, each
underwriter of such Restricted Stock thereunder and
each other person, if any, who controls such seller or
underwriter within the meaning of the Securities Act
and any employees or agents of any such persons
(collectively, "Indemnified Persons"), against any
losses, claims, damages or liabilities, joint or
several, to which such Indemnified Persons may become
subject under the Securities Act or otherwise, insofar
as such losses, claims, damages or liabilities, or
actions in respect thereof, arise out of or are based
upon any untrue statement or alleged untrue statement
of any material fact contained in any registration
statement under which such Restricted Stock was
registered under the Securities Act pursuant to
Section 3 above, any preliminary prospectus or final
prospectus contained therein, or any amendment or
supplement thereof, or arise out of or are based upon
the omission or alleged omission to state therein a
material fact required to be stated therein or
necessary to make the statements therein not
misleading, and will reimburse each such Indemnified
Person for any legal or other expenses reasonably
incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or
action, whether at trial or on appeal; provided,
however, that the Company will not be liable in any
such case if and to the extent that any such loss,
claim, damage or liability arises out of or is based
upon an untrue statement or alleged untrue statement
or omission or alleged omission so made in conformity
with information furnished by any such Indemnified
Person in writing specifically for use in such
registration statement or prospectus.
(b) In the event of a registration of any of the
Restricted Stock under the Securities Act pursuant to
Section 3 above, each seller of such Restricted Stock
thereunder, severally and not jointly, will indemnify
and hold harmless the Company, its employees and
agents and each person, if any, who controls the
Company within the meaning of the Securities Act, each
officer of the Company who signs the registration
statement, each director of the Company, each<PAGE>
underwriter and each person who controls any
underwriter within the meaning of the Securities Act,
against all losses, claims, damages or liabilities,
joint or several, to which the Company or such
officer, director, underwriter or controlling person
may become subject under the Securities Act or
otherwise, insofar as such losses, claims, damages or
liabilities, or actions in respect thereof, arise out
of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the
registration statement under which such Restricted
Stock was registered under the Securities Act pursuant
to Section 3 above, any preliminary prospectus or
final prospectus contained therein, or any amendment
or supplement thereof, or arise out of or are based
upon the omission or alleged omission to state therein
a material fact required to be stated therein or
necessary to make the statements therein not
misleading, and will reimburse the Company and each
such officer, director, underwriter and controlling
person for any legal or other expenses reasonably
incurred by them in connection with investigating or
defending any such loss, claim, damage, liability or
action; provided, however, that such seller will be
liable hereunder in any such case if and only to the
extent that any such loss, claim, damage or liability
arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged
omission made in reliance upon and in conformity with
information pertaining to such seller, as such,
furnished in writing to the Company by such seller
specifically for use in such registration statement or
prospectus; and provided further, however, that the
liability of each seller hereunder shall be limited to
the proportion of any such loss, claim, damage,
liability or expense which is equal to the proportion
that the public offering price of the shares sold by
such seller under such registration statement bears to
the total public offering price of all securities sold
thereunder, but not in any event to exceed the
proceeds received by such seller from the sale of
Restricted Stock covered by such registration
statement.
(c) Promptly after receipt by a party indemnified
hereunder of notice of the commencement of any action,
such indemnified party shall, if a claim in respect
thereof is to be made against the indemnifying party
hereunder, notify the indemnifying party in writing
thereof, but the omission so to notify the
indemnifying party shall not relieve it from any
liability which it may have to such indemnified party
other than under this Section 6 and shall only relieve
it from any liability which it may have to such<PAGE>
indemnified party under this Section 6 if and to the
extent the indemnifying party is prejudiced by such
omission. In case any such action shall be brought
against any indemnified party and it shall notify the
indemnifying party of the commencement thereof, the
indemnifying party shall be entitled to participate in
and, to the extent it shall wish, to assume and
undertake the defense thereof with counsel
satisfactory to such indemnified party and, after
notice from the indemnifying party to such indemnified
party of its election so to assume and undertake the
defense thereof, the indemnifying party shall not be
liable to such indemnified party under this Section 6
for any legal expenses subsequently incurred by such
indemnified party in connection with the defense
thereof other than reasonable costs of investigation
and of liaison with counsel so selected; provided,
however, that if the defendants in any such action
include both the indemnified party and the
indemnifying party and the indemnified party shall
have reasonably concluded that there may be reasonable
defenses available to it which are different from or
additional to those available to the indemnifying
party or if the interests of the indemnified party
reasonably may be deemed to conflict with the
interests of the indemnifying party, the indemnified
parties shall have the right to select one separate
counsel and one separate local counsel as may be
reasonably necessary in connection therewith and to
assume such legal defenses and otherwise to
participate in the defense of such action, with the
reasonable expenses and fees of such separate counsel
and other expenses related to such participation to be
reimbursed by the indemnifying party as incurred.
(d) In order to provide for just and equitable
contribution to joint liability under the Securities
Act in any case in which either (i) any Indemnified
Person makes a claim for indemnification pursuant to
this Section 6 but it is judicially determined, by the
entry of a final judgment or decree by a court of
competent jurisdiction and the expiration of time to
appeal or the denial of the last right of appeal, that
such indemnification may not be enforced in such case,
the fact that this Section 6 provides for
indemnification in such case notwithstanding, or (ii)
contribution under the Securities Act may be required
on the part of any such selling holder or any such
controlling person in circumstances for which
indemnification is provided under this Section 6, then
and in each such case, the Company and such
Indemnified Person will contribute to the aggregate
losses, claims, damages or liabilities to which they
may be subject, after contribution from others, in<PAGE>
such proportion so that such Indemnified Person is
responsible for the portion represented by the
percentage that the public offering price of its
Restricted Stock offered by the registration statement
bears to the public offering price of all securities
offered by such registration statement, and the
Company is responsible for the remaining portion;
provided, however, that in any such case, (A) no such
Indemnified Person will be required to contribute any
amount in excess of the public offering price of all
such Restricted Stock offered by it pursuant to such
registration statement; and (B) no person or entity
guilty of fraudulent misrepresentation, within the
meaning of Section 11(f) of the Securities Act, will
be entitled to contribution from any person or entity
who was not guilty of such fraudulent
misrepresentation.
7. Changes in Common Stock. If, and as often as,
there is any change in the Common Stock by way of a
stock split, stock dividend, combination or
reclassification, or through a merger, consolidation,
reorganization or recapitalization, or by any other
means, appropriate adjustment shall be made in the
provisions hereof so that the rights and privileges
granted hereby to the holders of Restricted Stock
shall continue with respect to the Common Stock as so
changed.
8. Representations and Warranties of the Company. The
Company represents and warrants to each other party to
this Agreement as follows:
(a) The execution, delivery and performance of this
Agreement by the Company have been duly authorized by
all requisite corporate action and will not violate
any provision of law, any order of any court or other
agency of government, the Certificate of Incorporation
or by-laws of the Company or any provision of any
indenture, agreement or other instrument to which it
or any or its properties or assets is bound, conflict
with, result in a breach of or constitute, with due
notice or lapse of time or both, a default under any
such indenture, agreement or other instrument or
result in the creation or imposition of any lien,
charge or encumbrance of any nature whatsoever upon
any of the properties or assets of the Company; and
(b) This Agreement has been duly executed and
delivered by the Company and constitutes the legal,
valid and binding obligation of the Company,
enforceable in accordance with its terms.<PAGE>
9. Rule 144 Reporting. With a view to making
available the benefits of certain rules and
regulations of the Commission which may at any time
permit the sale of the Restricted Stock to the public
without registration, at all times after 90 days after
any registration statement covering a public offering
of securities of the Company under the Securities Act
shall have become effective, the Company agrees to:
(a) make and keep public information available, as
those terms are understood and defined in Rule 144
under the Securities Act;
(b) use its best efforts to file with the Commission
in a timely manner all reports and other documents
required of the Company under the Securities Act and
the Exchange Act; and
(c) furnish to each holder of Restricted Stock
forthwith upon request a written statement by the
Company as to its compliance with the reporting
requirements of such Rule 144 and of the Securities
Act and the Exchange Act, a copy of the most recent
annual or quarterly report of the Company, and such
other reports and documents so filed by the Company as
such holder may reasonably request in availing itself
of any rule or regulation of the Commission allowing
such holder to sell any Restricted Stock without
registration.
10. Company's Right to Buy Stock. Anything herein to
the contrary notwithstanding, the Company shall have
the right within ninety (90) days after Majority
Holders make a request for a Demand Registration, upon
written notice to the Selling Stockholders given
within twenty (20) days after Majority Holders make a
request for a Demand Registration, in lieu of such
Demand Registration, to purchase from the Selling
Stockholders within such 90-day period (and the
Selling Stockholders shall have the obligation to sell
to the Company), all of the shares of Common Stock
then owned by the Selling Stockholders at a price per
share equal to the average bid price per share of the
Company's Common Stock on the principal national
securities exchange on which the Common Stock is then
listed or admitted to trading or, if not then listed
or admitted to trading on any such exchange, on the
NASDAQ National Market System, or if not then listed
or traded on any such exchange or system, on the
NASDAQ Small-Cap Market, during the ten (10) trading
days ending on the trading day immediately preceding
the date on which the notice requesting the Demand
Registration is, as applicable, delivered by hand,
telecopied, placed in the mails or delivered to a<PAGE>
private courier. If at any time such quotations are
not available, the purchase price for a share of
Common Stock to be paid by the Company pursuant to
this Section 10 shall be the highest price per share
which the Company could obtain from a willing buyer
(not a current employee or director) for shares of
Common Stock sold by the Company, from authorized but
unissued shares, as determined in good faith by the
Board of Directors of the Company.
11. Miscellaneous. (a) All covenants and agreements
contained in this Agreement by or on behalf of any of
the parties hereto shall bind and inure to the benefit
of the respective successors and assigns of the
parties hereto whether so expressed or not; provided,
however, that registration rights conferred herein on
each holder of Restricted Stock shall only inure to
the benefit of a transferee of Restricted Stock if (i)
there is transferred to such transferee (A) at least
20% of the aggregate total shares of Restricted Stock
originally issued pursuant to the Purchase Agreement
to the direct or indirect transferor of such
transferee or (B) a majority of all of the shares of
Restricted Stock of the direct or indirect transferor
of such transferee, or (ii) such transferee is (A) an
"affiliate" (as defined for purposes of the Securities
Act), a family trust, spouse, brother, sister, or
lineal or ancestral descendant of a party hereto or
(B) another Selling Stockholder hereunder.
(b) Except as otherwise expressly provided herein,
any notice required or desired to be served, given or
delivered hereunder shall be in writing, and shall be
deemed to have been validly served, given or delivered
upon the earlier of (i) personal delivery to the
address set forth below, (ii) in the case of mailed
notice, three (3) days after deposit in the United
States mails, with proper postage for certified mail,
return receipt requested, prepaid, or (iii) in the
case of notice by Federal Express or other reputable
overnight courier service, one (1) business day after
delivery to such courier service, addressed to the
party to be notified as follows:
if to the Company or the Selling Stockholders, at the
address of such party set forth in the Purchase
Agreement to which it is a party;
if to any subsequent holder of Registrable Shares or
Restricted Stock, to it at such address as may have
been furnished to the Company in writing by such
holder;<PAGE>
or, in any case, at such other address or addresses as
shall have been furnished in writing to the Company
(in the case of a holder of Registrable Shares or
Restricted Stock) or to the holders of Registrable
Shares or Restricted Stock (in the case of the
Company) in accordance with the provisions of this
paragraph.
(c) This Agreement shall be governed by and construed
in accordance with the laws of the State of Delaware
without regard to conflict-of-laws principles which
would require the application of the laws of another
jurisdiction.
(d) This Agreement may not be amended or modified,
and no provision hereof may be waived, without the
written consent of the Company and the holders of at
least a majority of the outstanding shares of
Restricted Stock.
(e) This Agreement may be executed in two or more
counterparts, each of which shall be deemed an
original, but all of which together shall constitute
one and the same instrument.
(f) The obligations of the Company to register shares
of Restricted Stock under Section 3 above shall
terminate on the fifth (5th) anniversary of the date
of this Agreement with respect to the registration of
shares of Restricted Stock not otherwise demanded or
effected by such date.
(g) If requested in writing by the underwriters for
any underwritten public offering of securities of the
Company, each holder of Restricted Stock who is a
party to this Agreement shall agree not to sell
publicly any shares of Restricted Stock or any other
shares of Common Stock (other than shares of
Restricted Stock or other shares of Common Stock being
registered in such offering), without the consent of
such underwriters, for a period of not more than
ninety (90) days following the effective date of the
registration statement relating to such offering.
(h) The provisions of Section 3(a) above to the
contrary notwithstanding, the Company's obligation to
file a registration statement, or cause such
registration statement to become and remain effective,
shall be suspended for a period not to exceed ninety
(90) days in any twelve- (12) month period if there
exists at the time material non-public information
relating to the Company which, in the reasonable
opinion of the Company, should not be disclosed.<PAGE>
(i) If any provision of this Agreement shall be held
to be illegal, invalid or unenforceable, such
illegality, invalidity or unenforceability shall
attach only to such provision and shall not in any
manner affect or render illegal, invalid or
unenforceable any other provision of this Agreement,
and this Agreement shall be carried out as if any such
illegal, invalid or unenforceable provision were not
contained herein.
IN WITNESS WHEREOF, the Company and the Selling
Stockholder have each caused this Agreement to be
executed by a duly authorized officer as of the date
first written above.
SHARED TECHNOLOGIES CELLULAR, INC.
By:
Anthony D. Autorino
Chief Executive Officer
PEOPLES TELEPHONE COMPANY, INC.
By:
Name:
Title
