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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
Commission File Number: 1-10210
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eGLOBE, INC.
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(Exact name of registrant as specified in its charter)
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<S> <C>
DELAWARE 13-3486421
(State or other jurisdiction of (I.R.S. Employer
incorporation of organization) Identification No.)
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1250 24TH STREET, N.W. SUITE 725, WASHINGTON, DC 20037
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(Address of principal executive offices)
(Registrant's telephone number, including area code) (202) 822-8981
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK $.001 PAR VALUE
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for any shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
The aggregate market value of the voting stock held by non-affiliates of
the registrant based on the closing sale price of such stock as of April 3, 2000
amounted to $344,346,696.
The number of shares outstanding of each of the registrant's classes of
common stock as of April 3, 2000 was 89,340,516 shares, all of one class of
$.001 par value common stock.
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eGLOBE, INC.
FORM 10-K
FISCAL YEAR ENDED DECEMBER 31, 1999
TABLE OF CONTENTS
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PART I
Item 1 Business ..................................................................... 3
Item 2 Properties ................................................................... 35
Item 3 Legal Proceedings ............................................................ 36
Item 4 Submission of Matters to a Vote of Security Holders .......................... 36
PART II
Item 5 Market for Registrant's Common Stock and Related Stockholder Matters ......... 37
Item 6 Selected Consolidated Financial Information .................................. 41
Item 7 Management's Discussion and Analysis of Financial Condition and Results of
Operations ................................................................... 42
Item 7A Quantitative and Qualitative Disclosure About Market Risk .................... 50
Item 8 Consolidated Financial Statements and Supplementary Data ..................... 50
Item 9 Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure ................................................................... 51
PART III
Item 10 Directors and Executive Officers of the Registrant ........................... 52
Item 11 Executive Compensation ....................................................... 56
Item 12 Security Ownership of Certain Beneficial Owners and Management ............... 64
Item 13 Certain Relationships and Related Transactions ............................... 66
PART IV
Item 14 Exhibits, Financial Statements, Schedules and Reports on Form 8-K ............ IV-1
Signatures ............................................................................. IV-8
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eGLOBE, INC.
PART I
ITEM 1 -- BUSINESS (GENERAL)
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This annual report on Form 10-K contains certain forward-looking statements
that involve risks and uncertainties. In addition, members of our senior
management may, from time to time, make certain forward-looking statements
concerning our operations, performance and other developments. Our actual
results could differ materially from those anticipated in such forward-looking
statements as a result of various factors, including those set forth under the
caption "Risk Factors" and elsewhere in this annual report on Form 10-K, as well
as factors which may be identified from time to time in our other filings with
the Securities and Exchange Commission or in the documents where such
forward-looking statements appear. Unless the context suggests otherwise,
references in this annual report on Form 10-K to "we," "us" or the "Company"
mean eGlobe, Inc. and its subsidiaries.
GENERAL
Today, we are a voice-based application services provider offering enhanced
telecommunications and information services, including Internet protocol
transmission services, telephone portal and unified messaging services on an
outsourced basis. Through our World Direct network, we originate traffic in over
90 territories and countries and terminate traffic anywhere in the world and
through our IP network, we can originate and terminate IP-based
telecommunication services in over 30 countries and six continents. Our
customers are principally large national telecommunications companies, Internet
service providers and competitive telephone companies around the world.
We incorporated in 1987 as International 800 TeleCard, Inc., a wholly owned
subsidiary of Residual, a publicly traded company that provided toll-free (800)
and related value-added telecommunications services to businesses around the
world. We changed our name to Executive TeleCard, Ltd. in October 1988. We built
on the national relationships with telecommunications administrations, and in
1989 we began installing calling card platforms in or close to the facilities of
various national telephone companies. We went public that same year by way of a
stock dividend by our former parent company.
In December 1997, we brought in new management and directors to handle
adverse results in our calling card business. Until 1998, our entire focus was
on supporting calling card services. Beginning in 1998, but primarily in 1999,
that focus changed.
o We restructured key portions of our operations and refocused our business
to include Internet protocol transmission technologies through an
acquisition at the end of 1998.
o In 1999, we developed the Internet protocol transmission portion of our
business, which is now a principal business for eGlobe.
o In early 1999, we acquired a specialty calling card service that improved
the overall margins on our calling card business.
o In mid-1999, we added global unified messaging (the ability to retrieve
voice mail and faxes over a telephone or computer) and telephone portal
(the ability to retrieve information from a portal Internet site through a
telephone) capabilities through another acquisition.
o In June 1999, we changed our name to eGlobe, Inc. signaling that we have a
new product line and a new focus.
o We acquired another company effective August 1999 that brought us Latin
American Internet protocol transmission operations.
o We added some needed assets and operating abilities by acquiring network
operating centers and a call center in September 1999.
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o We acquired a company in October 1999 that will strengthen our telephone
portal and unified messaging offerings, as well as adding to our customer
support capabilities and providing us with several large e-commerce
customers.
o In December 1999 we signed a definitive agreement to merge with Trans
Global Communications, Inc., a facilities-based international
telecommunications services provider. The merger closed in March 2000
following receipt of stockholder approval.
OPERATING PLATFORMS AND IP NETWORK
OPERATING PLATFORMS
We have installed operating platforms in more than 40 locations around the
world. These platforms are computers, software and related communications
termination equipment. In many instances, our platforms are co-located with the
international gateway facilities of the dominant telephone company in a national
market. Frequently that company is both our operating partner and our customer.
A discussion of our foreign sales and risks associated with international
business appears under the caption "Risk Factors--Our business is exposed to
regulatory, political and other risks associated with international business."
The platforms are connected to both the local telephone network and to
international networks. The platforms supply global services to our customers.
Their functions include:
o managing voice and data access to one or more networks;
o identifying and validating user access;
o providing various levels of transaction processing;
o routing calls or data messages;
o providing access to additional service functions (for example, our
unified messaging service); and
o supplying billing and accounting information.
One of the strengths of the platform is its inherent flexibility. Subject
to our adding necessary interfaces and applications programming, it supports a
range of different services.
IP NETWORK
Until the end of 1998, we had no transmission facilities of our own. Our
network of platforms relied on transmission services supplied by others to route
calls or messages. With the acquisition of an Internet protocol transmission
services business, that began to change. We have developed and are expanding an
international network of telecommunications trunks that employ Internet
protocol, known as IP, as the basic method of transporting telephone calls,
faxes or data messages. A telecommunications trunk is a large communications
channel configured for data traffic. Our platforms use this IP network to route
calls and messages.
Although the IP network we acquired had a global presence, until recently
most of that network was based in Asia-Pacific. In 1999, we added more than a
dozen countries to our IP network through a combination of new agreements and
our acquisition of iGlobe effective August 1, 1999 with its network of
telecommunications trunks in Latin America. Our network now extends to
approximately 30 countries. The Trans Global merger has again enabled us to
expand our IP network into other regions of the world, particularly the Middle
East and Latin America.
Our network business serves principally as a provider to, and operating
partner with, telephone companies and Internet service providers. This key
element of our IP network service helps it mesh with our operating platform
service. Using our privately-managed global IP network to provide transmission
services for our other services will reduce costs and create other operating
efficiencies. Perhaps most important, it will permit us to offer new Internet
based services to our customers, such as global unified messaging and telephone
portal capabilities, which would have been difficult to supply without our
expanding privately-managed network.
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We are concentrating on developing business and operating arrangements with
our existing customers to keep expanding our network and our range of network
services.
TRANS GLOBAL NETWORK
Our newly acquired subsidiary, Trans Global, currently operates
international gateway switches in New York, New York and London, England linked
by owned Trans-Atlantic cable facilities. Trans Global utilizes switching
equipment supplied by vendors such as Lucent, Nortel, Nokia and Nuera for its
major network elements. Trans Global uses a multiple switch configuration which
provides redundant capability to minimize the effect of a single network switch
component failure.
Trans Global also has rights in digital undersea fiber optic cable between
New York and London. These rights, also known as indefeasible rights of use, are
in the Gemini cable system. In addition, facilities leases on such cable systems
such as Flag are utilized for customer connectivity out of the London switching
center. By using the Flag cable system, Trans Global is capable of offering high
quality voice over IP services to locations such as Cairo. Trans Global has
invested in these indefeasible rights of use based on its expectations for
traffic between its two switching facilities.
Trans Global serves its carrier customers and monitors its network from its
network operating centers in New York City and London. Each operating center is
monitored by experienced personnel 24 hours a day, 7 days a week.
Trans Global's switching facilities are linked to a proprietary billing
system, which we believe provides Trans Global with a competitive advantage by
permitting management on a near real-time basis to determine the most
cost-effective termination alternatives and manage gross margins by route. This
allows Trans Global to increase its network efficiency and immediately respond
to customer routing changes to maximize revenue and margin. Trans Global
maintains a detailed information database of its customers, which it uses to
monitor usage, track customer satisfaction and analyze a variety of customer
behaviors, including buying patterns and needs.
Trans Global has installed Internet protocol equipment that allows for the
transmission of IP voice service. Internet protocol should provide additional
cost efficiencies for transporting a substantial portion of Trans Global's
international voice and data traffic. This would allow Trans Global to develop
new, low-cost termination arrangements and offer new services in conjunction
with existing or new in-country service providers.
Trans Global recently began providing voice over IP services in cooperation
with Telecom Egypt, the government owned telecommunications operator in Egypt.
We believe it is currently the only operator legally providing IP voice calling
into and out of Egypt.
SERVICES
Following our recent acquisitions, we principally offer or will offer on a
going-forward basis the following:
o Network Services, including our Internet protocol voice and fax
capabilities, network transmission services and our toll-free services;
o Enhanced Services, primarily consisting of domestic IP-based enhanced
services such as:
o unified messaging,
o telephone portal,
o our combined IVR (Interactive Voice Response) and IDR (Interactive Data
Response) services, and
o voice over Internet clearinghouse and settlement services in partnership
with Trans Nexus and Cisco, along with our traditional calling card
enhancement service;
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o Customer Care, consisting of our state-of-the-art calling center which
provides 24 hours a day, seven days a week, customer service in 12
languages for both eGlobe services and other customers, including customer
care for a number of e-commerce companies; and
o Retail Services, primarily consisting of our domestic long-distance and
Internet service provider business acquired as a part of the Coast
International acquisition.
NETWORK SERVICES
OUR NETWORK SERVICES. As of August 1999, network services has become our
largest revenue generator. Our network services experienced an increase in
revenues to $7.9 million in the fourth quarter of 1999 from $5.6 million in the
prior quarter. The majority of that increase represented growth in telephone
traffic generated by our IP network. The remainder represented new private line
service generated by the recently acquired Latin American IP network.
Paralleling the growth in revenue, minutes carried by our IP network in the
fourth quarter of 1999 increased almost 20% over the prior quarter to more than
32.3 million. Our revenues from voice over IP services, known as VoIP, have
increased 460% since the first quarter of 1999. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations -Year Ended December
31, 1999 Compared to Nine Month Period Ended December 31, 1998 and the Year
Ended March 31, 1998."
We offer new, low-cost transmission services by transmitting digitized and
compressed voice and data messages as Internet protocol packets over an
international packet-switched private network. Packet switching is a way of
transmitting digitally-encoded messages by splitting the data to be sent in
packets of a certain size.
Our Internet protocol-based voice service and fax service allows customers
to make calls and send faxes over the Internet. We believe that when these
services are transmitted over the IP network, they provide significant
efficiencies to customers compared to more traditional public switched telephone
network transmission. Although a portion of the telephony connection must be
routed over the public switched telephone network, we expect to reduce the
portion of the call flowing over the public switched telephone network by
increasing the number of nodes on our IP network over time, as supported by
traffic flow. This should reduce cost and increase the network's efficiency,
since the call or fax can be delivered to the intended recipient from the
closest network node.
We believe that call quality is vital to consumers. Call quality includes
voice quality, the ability to connect easily and quickly, the lack of delay in
system interaction with the customer and ease of use of the service by the
customer. Consumers expect call quality when they pick up a telephone, whether
they are using a traditional telephone network or an Internet protocol service.
We believe that we offer telephone quality comparable to that of a traditional
phone call.
Our network services include several additional services, including billing
and report generation designed exclusively to support the Internet
protocol-based services. We believe that these features enhance the
attractiveness of our Internet protocol services to telephone companies and
Internet service providers. We are working with telephone companies and Internet
service providers to increase the use of our IP network and increase the number
of network nodes through which service can be delivered.
TRANS GLOBAL'S NETWORK SERVICES. Our newly acquired subsidiary, Trans
Global, is a provider of reliable, low cost switched voice and data services to
U.S. and international long distance carriers. Trans Global provides
international long distance service through a flexible network comprised of
various foreign termination relationships, international gateway switches, owned
transmission facilities and resale arrangements with long distance and Internet
providers. Trans Global acts as a carrier's carrier, providing other
telecommunications companies with services at rates that typically are designed
to be lower than those offered by the larger telecommunications companies such
as AT&T, MCI WorldCom and Sprint. During fiscal 1999, network services/carrier
sales represented approximately 98% of Trans Global's total consolidated
revenues.
Trans Global markets its services to large global telecommunications
carriers seeking lower rates and high quality overflow capacity, as well as to
small and medium sized long distance companies that do not have sufficient
traffic volume to invest in their own international transmission facilities or
to obtain volume discounts from the larger facilities-based carriers.
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Trans Global markets its services in the U.S. and in approximately seven
foreign countries. Trans Global began to shift sales and managerial emphasis in
the third quarter of fiscal 1999 to the origination of traffic in foreign
markets rather than the U.S. based market. Trans Global has begun to target
international markets such as the Middle East with high volumes of traffic,
relatively high per-minute rates and favorable prospects for deregulation and
privatization. We believe that the ongoing trend toward deregulation and
privatization will create new opportunities for Trans Global to increase its
revenues and to reduce its termination costs.
Trans Global has also began to refocus its business to convert its network
to an IP-based network and to offer its customers the highest quality IP voice
transmission capabilities. An example of both of these strategies can be seen in
Egypt. Trans Global currently has an operating agreement with Telecom Egypt that
affords Trans Global the ability to terminate minutes in Egypt with a
proportional amount of traffic to be carried from Egypt to the U.S. Trans Global
also recently began providing voice over IP services in cooperation with Telecom
Egypt, the government owned telecommunications operator in Egypt. The new VoIP
service provides an additional pathway for calls in and out of Egypt.
Trans Global is in the process of expanding its coverage of such countries
and entering into similar arrangements in additional countries.We anticipate
that Trans Global's presence and relationships in the Middle East and Latin
America will further our strategy to enter previously underserved markets.
ENHANCED SERVICES
UNIFIED MESSAGING SERVICES. We recently launched our new unified messaging
service, Vogo (Voice On the Go), through our subsidiary Vogo Networks, acquired
in mid-1999. This unified messaging service, in combination with the voice and
data access capabilities of our operating platforms, provides global capability
for an end user to dial up the Internet while traveling, or dial into a
corporate intranet, and retrieve and manage voice mail, e-mail and faxes around
the world through either a telephone or a computer by simply making a local
telephone call. Though our unified messaging technology is primarily
software-based, we have added servers to the operating platform to support the
messaging functionality.
We believe unified messaging services are attractive to customers because
they make communications readily available to the recipient in the most
convenient form. Unified messaging is beginning to be deployed by carriers and
mobile network operators. Although we are only in the first phase of offering
our unified messaging service, we believe early indications are positive with
regard to consumer response and acceptance.
Our initial version of Vogo enables end-users to use a telephone to:
o Check and listen to personal and corporate e-mail messages.
o Automatically reply to e-mail messages over the phone.
o Send voice messages to any e-mail address via an address book.
We intend to expand the first phase of the offering over the course of the next
year to add additional features and functionality.
This new offering is being developed in combination with key customers,
primarily a handful of national telephone companies with dominant local
telephone, mobile telephone and Internet businesses in their home markets. The
service will be supplied to the telephone company, which will in turn make it
available to their telephone and Internet customers. We are also offering the
service in conjunction with strategic partners, who are expected to add our
unified messaging service to their computer messaging offerings. The target
audience is the early technology adopter and the business executive and
professional who needs telephone access to the Internet and e-mail when away
from home or office.
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TELEPHONE PORTAL SERVICE. Through the use of the Vogo technology, in
September 1999, we introduced our telephone portal in a production environment
through Visto Corporation.
The telephone portal allows the users to access on a global basis all
information that resides on a subscriber's particular portal site or home page
through a telephone. For example, a Visto subscriber who keeps his electronic
briefcase resident at the Visto portal site can access any information on that
briefcase such as a particular address via a local call in any of approximately
30 countries on six continents. We recently began offering services in
conjunction with Paltalk Corporation and expect shortly to begin services with
several of our traditional national telephone company partners. Since its
introduction, our telephone portal service has been fully operational. This
service is the first in a line of services that we believe will ultimately allow
the user to globally access any information available on the Internet and to
conduct e-commerce through the use of a telephone.
INTERACTIVE VOICE AND DATA RESPONSE SERVICE. Through our acquisition of
Coast and its wholly owned subsidiary, Interactive Media Works, in December
1999, we have just begun offering an interactive response system which
interfaces with traditional voice telephone, with voice over IP transmission,
and with data access from the Internet and the World Wide Web. We believe this
dual telephone and Internet response platform is valuable in e-commerce and in a
variety of services that bridge between the telephone and Internet. Interactive
Media Works introduced a service using two platforms, one for voice and one for
the Internet, approximately one year ago, but has recently launched its product
combining these services on the one integrated platform. It has had some success
in selling to firms in the advertising, promotional and marketing industries in
a few markets in the United States. We believe that the new, integrated platform
will substantially enhance Interactive Media Work's capabilities. We plan to
offer this interactive response system on a global basis to and through our
existing customer base along with implementing this technology as an integral
part of Vogo.
CARD SERVICES. Until 1998, our entire focus was on supporting calling card
services. In 1998, that focus began to change. In 1998, we restructured key
portions of our operations and refocused our business. Card services generated
$19.8 million for the year ended December 31, 1999, representing approximately
47% of our total revenue for that period. However, for the quarter ending
December 31, 1999, card services generated approximately 23% of our total
revenues.
Revenues from our global post paid calling card enhancement services for
national carriers remained steady during the fourth quarter of 1999. We continue
to believe that post paid card services are important to our customers and
intend to continue to offer these services as part of our service offerings.
We provide our customers, such as telephone companies, Internet service
providers, specialized carriers and banks, with the ability to offer calling
card programs to their customers. These calling card enhancement services
include validation, routing, multi-currency billing and payments, in addition to
credit, prepaid and true debit functionality. Through our acquisition of Telekey
in February 1999, we have incorporated a range of card based services including
calling, e-mail, voice-mail and other features into our service offerings.
Card Services are designed for telecommunications operators, including
integrated telephone companies, wholesale network providers, resale carriers and
Internet service providers. These customers want us to originate and terminate
calls domestically and internationally. Customers are billed for use of the
platform and transmission on a per minute basis. Contracts are ordinarily
multi-year, sometimes with minimum use requirements.
CLEARINGHOUSE AND SETTLEMENT SERVICES. We recently began offering an
Internet protocol clearing and settlement service through a strategic alliance
with Cisco and TransNexus. This service enables Internet and circuit based
telephone companies to terminate calls anywhere in the world and settle payments
among other eGlobe clearinghouse members. The transition from circuit switched
networks to packet networks using Internet protocol has created a need for
alternative methods of efficiently clearing and settling revenue among Internet
protocol network operators. eGlobe's clearinghouse provides a solution for
billing Internet protocol traffic between networks that include both Internet
protocol and circuit-switched elements.
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We offer standards-based, carrier-grade clearinghouse services for voice
over IP traffic that comply with the internationally accepted open settlement
protocol standard. After joining our clearinghouse, members can terminate calls
world wide using their own Internet access and other clearinghouse members'
voice over IP rate structure. Members can originate and terminate long distance
traffic at their option and control the rates they offer to other members.
CUSTOMER CARE SERVICES
With the acquisition of Oasis Reservations Services or ORS in September
1999, we now have a state-of-the art call center that provides customer care
services for both our operations and other e-commerce providers such as
lowestfare.com and cheaptickets.com. The customer care center operates 24 hours
a day, 7 days a week and services 12 different languages and multiple dialects
with most of the languages on a full-time basis. The customer care center also
supports approximately 8 other languages on a part-time basis. We have just
completed the process of moving our internal customer care center to the ORS
center. This allows us to change customer care, a service demanded by our
telephone company partners, from a cost center to a profit center, along with
giving us the expertise to professionally support our newest Internet based
enhanced services and e-commerce offerings.
We provide 24-hour operator assistance and other customer service options.
This assistance includes "default to operator" assistance for calls from rotary
and pulse-tone telephones. Our operating platforms divert calls placed from such
telephones to an operator who processes the call. The default-to-operator
feature enables access to our platforms from any telephone in any country or
territory in our network
RETAIL SERVICES
With the acquisition of Coast in December 1999, we now have a small North
American retail presence that includes both a domestic long distance business
and an Internet service provider. Both businesses currently target small to
mid-sized business. Besides generating positive cash flow, these groups will
also be used as a test bed for our new enhanced services and
marketing/promotional concepts.
See further discussion of segment information as contained in Note 12 to
the Consolidated Financial Statements.
STRATEGY
Our goal is to become a leading network-based global outsource provider of
services that interface the telephone with the Internet. To achieve this goal,
our present strategy includes:
BUILDING ON GLOBAL PRESENCE AND STRATEGIC RELATIONSHIPS. We believe that
international relationships and alliances are important in offering services and
that these relationships will be even more important as competition expands
globally. We have long-standing relationships with national telephone companies
and Internet service providers. We want to deepen our relationships with these
telecommunications companies and increase the number of services we provide to
them. We believe that we will have a competitive advantage to the extent that we
can maintain and further develop our existing relationships. Through our recent
acquisition of Trans Global, we have gained relationships with a number of
international telecommunications carriers, particularly in the Middle East and
Latin America.
EXPANDING SERVICE OFFERINGS AND FUNCTIONALITY. We believe that it will be
necessary to offer a suite of enhanced business communications services, and
that the early providers of credible multi-service offerings will have an
advantage. We have introduced global IP voice and IP fax services, Vogo, unified
messaging services, and clearinghouse and settlement services. We plan to
introduce a broad range of other services that allow us to become the interface
between the telephone and the Internet for all sorts of electronic transactions.
We believe that new service offerings and increased product diversification will
make our suite of services attractive to customers.
FOCUSING ON NATIONAL TELEPHONE COMPANIES AND INTERNET SERVICE PROVIDERS.
Many telecommunications companies market their services directly to businesses
and other end users. We offer our services principally to national telephone
companies, Internet service providers and portal providers, as well as to
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competitive telecommunications companies in liberalized countries. These
companies, in turn, use our services to provide an enhanced service to their
customers. We believe that many of these providers will continue to outsource
the kind of services we offer and are increasingly seeking new revenue sources
by offering value-added services such as those we intend to offer. We also
believe that we provide a cost-efficient opportunity because of our existing
international network and low cost processing made possible by the network
operating platforms. We further believe that we derive a significant advantage
in marketing to these customers because of our independence from the major
global carriers, which allows national telephone companies, Internet service
providers and card issuers to do business with us without risking their customer
bases.
CONTINUING FOCUS ON THE BUSINESS TRAVELER. In identifying and offering new
services to support our customers, we will continue to pursue services which
build upon our strengths, particularly our global reach. As a result, we have
focused on providing services that will be valuable to the business or
professional user away from the office, either across the street or around the
world.
CONTINUE TO OFFER THE HIGHEST QUALITY SERVICE. For us, quality encompasses
customer care, voice quality and ease of use of our enhanced services. With the
acquisition of ORS, we believe that we have upgraded our state-of-the-art call
center to handle all of the needs of our customers for both telephone and
e-commerce capabilities. Voice quality and ease-of-use are essential to our
telephone company customers. National telephone companies will not accept a
service that is either difficult to use or does not offer telephone quality
voice. Although we will continue to seek to improve our quality, we believe that
our services are as good as anyone in the industry.
EXPANDING OUR IP NETWORK BY ENTERING PREVIOUSLY UNDERSERVED MARKETS. We
intend to pursue geographic markets which we believe are emerging and offer
opportunities for exploitation, but which have been underserved previously. We
have entered new markets within Asia, Latin America and the Middle East. Trans
Global currently has an operating agreement with Telecom Egypt that affords
Trans Global the ability to terminate Internet protocol voice in Egypt with a
proportional amount of traffic to be carried from Egypt to the U.S.
INDUSTRY BACKGROUND
During the last decade, due to changing regulatory environments and
numerous mergers, acquisitions and alliances among the major communications
providers, there has been a convergence in the services offered by
communications companies. The result has been increased globalization of
services, strong competition from new entrants into different communications
industry segments and the increasing need to differentiate services. In
addition, companies have been focusing on areas where they have expertise,
superior technology and cost advantages, and have sought to purchase or
outsource the portions of the service where they do not have such advantages. We
believe that this trend is precipitating the pursuit of new services and expect
that it will result in increased outsourcing of more complex value-added
services that are unrelated to the core expertise of an organization.
The evolving environment for communications has increased the number of
messages sent and received and the types and means of communications mobile
professionals use. Today, many companies are utilizing Internet-related services
as lower-cost alternatives to certain traditional telecommunications services.
The relatively low cost of the Internet has resulted in its widespread use for
certain applications, most notably Web access and e-mail. Internet protocol has
become the communications protocol of choice for the desktop, the local area
network, the wide area network and the world wide web. With advances in many
areas of communications technology, professionals and other travelers are
demanding additional features from their telephone and Internet providers,
particularly ease of Internet access, true global access and unified messaging.
INTERNET PROTOCOL (IP). Historically, the communications services industry
has transmitted voice and data over separate networks using different
technologies. Traditional voice carriers have typically built telephone networks
based on circuit switching technology, which is the basis of the public switched
telephone network. Circuit switching technology establishes and maintains a
dedicated connection for each telephone call, where voice and data are
transported in the form of relatively continuous analog and digital signals. The
circuit remains unavailable to transmit any other call until the call is
terminated.
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Data networks, in contrast, typically divide information into packets that
are simultaneously routed over different channels to a final destination where
they are reassembled in the original order in which they were transmitted.
Unlike circuit switching technology, Internet protocol based transmission over a
data network transports voice and data in the form of data packets which do not
flow in a continuous channel. As a result of this essentially "random" packet
transport system, the information being transported - whether voice, video, fax
or other forms of messages or information - is much more easily managed and
manipulated. As a result of the ability to manage and manipulate the information
being transported, substantially greater traffic can be transmitted over a
packet-switched network, such as the Internet, than circuit switched network.
Internet protocol networks are packet switched networks that use the widely
accepted Internet protocol for transmission. This enables easy interconnection
of multiple data networks and even combination of data networks with traditional
circuit switched networks. A computer server converts the public switched
telephone network voice into data packets and routes the data over the Internet
or another IP network. A second computer server in the destination area converts
the data back to analog form and switches it to the local phone network as a
local call.
Traditional telephone networks had the advantage of being ubiquitous.
However, with the increasing use of Internet protocol networks, and the ability
of Internet protocol to be combined with traditional networks to transmit
traffic, Internet protocol networks are achieving increased acceptance.
Internet protocol technology have the ability to simultaneously send voice,
fax and data transmissions over a single network. The relative ease of data
management and manipulation also leads to a wide range of new functions and
services, all of which are possible as a result of the underlying Internet
protocol capability. This has led to a proliferation of Internet protocol based
services, including shared and dedicated Web hosting and server co-location,
security services, and advanced applications such as Internet protocol-based
voice, fax and video services, and is rapidly making Internet protocol the
technical basis for many new value-added and enhanced services, including voice
(telephone) services. Indeed, our card services already rely on Internet
protocol capabilities in key billing and transaction management functions.
Early Internet voice transmission was of poor quality, but Internet
protocol transmission quality improved significantly with the development of an
Internet protocol "gateway" that connects telephone calls between Internet
protocol networks and public switched telephone network networks. Internet
protocol gateways have enabled IP telephony to evolve into numerous new services
and networks. Today a voice call placed over an Internet protocol network can
sound virtually indistinguishable from the same call made over the traditional
telephone system.
IP telephony offers many benefits:
o simplified management;
o use for both voice and data transmission allows consolidation of traffic
over a single network;
o reduction of overhead and maintenance costs for the Internet protocol
portion of the transmission; and
o use of applications such as video, voice mail, conferencing, messaging,
data-sharing, and directory services over the same network.
The communications industry requires large scale acceptance of new
technologies to justify the massive investment in infrastructure needed to
implement them. The universal access and critical mass that the Internet has
achieved has attracted significant investment and application development, which
also have promoted and developed Internet protocol transmission. In our
judgment, IP ultimately will become the dominant underlying service protocol.
That means that without regard to the type of information -- whether voice or
data, card service or messaging, the ability to call home or surf the web -- IP
will be a key building block for enhanced, value added, or intelligent network
services in the future.
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SWITCHED LONG DISTANCE SERVICE. International long distance providers can
generally be categorized by the extent of their ownership and use of switches
and transmission facilities. Generally only a small number of carriers are
licensed by a foreign country for international long distance service, and in
many countries only the dominant carrier is licensed to provide international
long distance service. The largest U.S. carriers, AT&T, MCI WorldCom and Sprint,
primarily utilize owned U.S. transmission facilities and tend to use other
international long distance providers only to reach markets where they do not
own enough network, to take advantage of lower prices, and to carry their
overflow traffic. A group of long distance providers has emerged, which own and
operate their own switches but either rely solely on resale agreements with
other long distance carriers to terminate traffic or use a combination of resale
agreements and leased or owned facilities in order to terminate their traffic.
A resale arrangement typically involves the wholesale purchase of
termination services on a variable, per-minute basis by one long distance
provider from another. A single international call may pass through the
facilities of several long distance resellers before it reaches the foreign
facilities-based carrier that ultimately terminates the call. Resale
arrangements set per-minute prices for different routes, which may be guaranteed
for a set time period or which may be subject to change. Price fluctuations and
the emergence of new long distance resellers characterize the resale market for
international transmission. In order to effectively manage costs when utilizing
resale arrangements, long distance providers need timely access to changing
market data and must quickly react to changes in costs through pricing
adjustments or routing decisions.
MARKET FOR TELECOMMUNICATIONS SERVICES
The global telecommunications services industry is growing significantly.
Two of the fastest growth areas have been mobile communication related services
and international telecommunications services.
We believe that demand for global telecommunications services, including
our offerings, will continue to grow substantially as a result of increased (1)
reliance by business users on telecommunications services; (2) globalization of
business; and (3) use of the Internet.
Changes in global telecommunications services have dramatically increased
both the number of messages and the form of media used. Messages are
increasingly taking electronic form as electronic mail and other electronic
communications tools usage has grown. Increased e-mail usage, in turn, has led
to increased demand for mobile, dial-up access to the Internet.
The growth in the global telecommunications market also reflects the
increasingly international nature of business, the significant growth of
emerging and newly industrialized economies and the increase in international
trade. We believe that as multinational corporations globalize, and expand into
new markets, their demand for diverse and customized telecommunications services
will continue to grow. Increased globalization will lead to increased demand for
products and services that address the communication and information management
needs of an increasingly mobile society. Growth in communication and information
demand on the part of travelers is further evidenced by the proliferation of
electronic devices (such as notebook computers and pagers with modems, both
wireline and wireless) and the explosive growth of the Internet, corporate
intranets and network services that allow travelers remote access to their home
offices. As business travel grows, the percentage of travelers who have a need
for remote office access to messaging and communication services will increase.
The Internet continues to become a preferred solution to the increased
message and communication needs of mobile consumers. The worldwide commercial
Internet/intranet market has grown very rapidly, and this growth is expected to
continue. Many factors are driving this increase in demand for Internet access
by an increasingly more mobile group of end users. Strategic developments
affecting this demand for accessing the Internet from anywhere include:
o increasing deregulation and competition in telecommunications markets;
o growth of Internet usage to a critical mass to achieve near universal
acceptance;
o dramatic increase in the use of e-mail; and
o decreasing access costs to backbone providers and end users.
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In addition to consumer use, corporations have been moving online. The
number of large companies with a Web presence continues to increase, as does the
number of registered commercial domains. This increase in corporate use
indicates how quickly the Internet has become a mainstream channel for corporate
marketing, communications and business transactions.
COMPETITION
Our industry is intensely competitive and rapidly evolving. We face
competition from a variety of sources, including some telecommunications
carriers that are much larger than us, with much greater name recognition, much
larger customer bases, more substantial economies of scale, and substantially
greater financial, personnel, marketing, engineering, technical and other
resources than we have. We also compete with several smaller companies that
focus primarily on Internet telephony.
The telecommunications industry is also experiencing change as a result of
rapid technological evolution. Large telecommunications carriers such as AT&T
Corp., British Telecom, Deutsche Telekom, MCI/WorldCom and Global One either
have deployed, or are in the process of developing, packet switched networks to
carry voice and fax traffic. These carriers have substantial resources and large
budgets available for research and development. Their participation in the
market might further enhance the quality and acceptance of the transmission of
voice over the Internet. We are unable to predict which of many possible future
products and service offerings will be important to maintain our competitive
position or what expenditures will be required to develop and provide such
products and services. The telecommunications industry is also being affected by
a large number of mergers and acquisitions, the impact of which is yet to be
assessed.
In addition, a number of smaller companies have started Internet telephony
operations in the last few years. ITXC Corp. and iBasis (formerly VIP Calling)
route voice and fax traffic over the Internet to destinations worldwide and
compete with us directly. ITXC and iBasis, along with JFAX.com and Premiere
Technologies, also offer, or plan to offer, messaging services that will compete
with our enhanced services.
We also compete indirectly with companies, like Net2Phone and Delta
Three.com, that focus principally on a retail customer base. Moreover, we expect
other parties to develop platform products and services similar to the services
we offer.
In our view, the principal factors affecting competition include price,
breadth of service offerings and features, customer service, geographic
coverage, quality, reliability of service and name recognition. We expect to
build upon our global network and operating platform by offering a broader range
of services, by expanding our relationships with national telephone companies
and other large companies that outsource business to us, and by continuing to
provide processing services efficiently. We believe we will be able to compete
effectively if we can successfully implement our competitive strategy. However,
to the extent other companies are successful in offering superior enhanced
communications services or introducing such services before we do, we likely
would be adversely affected and such effects could be material, as discussed
under the caption, "Risk Factors -- Rapid technological and market changes
create significant risks for us."
SALES AND MARKETING
We market our services to national telephone companies, Internet service
providers, specialized telecommunications companies which in turn provide our
services to their customers. During 1998, we established a direct sales force,
which has grown to approximately 32 people as of December 31, 1999, to focus on
sales to these customers. To be close to our customers, we have based much of
our direct sales force in Europe and Asia. During 1998, we established a
marketing staff responsible primarily for providing marketing support to the
sales efforts at varying levels of involvement. The marketing staff also
promotes our corporate image in the marketplace and provides marketing support
to our customers to encourage their customers to use our services. We pay sales
commissions to our sales employees and agents.
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Additionally, Trans Global has a direct sales force of nine sales personnel
dedicated to marketing and maintaining its relationships with its carrier
customers. Trans Global initiates and maintains its relationships with foreign
carriers in its targeted markets through the combined efforts of its senior
management team. We believe that Trans Global's success in entering into
operating agreements with its foreign partners is due largely to its reputation
along with personal relationships which its senior management team have
developed with the appropriate officials at foreign carriers.
ENGINEERING
Our engineering personnel are responsible for provisioning and implementing
network upgrades and expansion and updating, testing and supporting proprietary
software applications, as well as creating and improving enhanced system
features and services. Our software engineering efforts include (1) updating our
proprietary network of operating platforms and integrating our software with
commercially available software and hardware when feasible and (2) identifying
and procuring improved services compatible with our existing services and
platforms.
TECHNOLOGY: INTELLECTUAL PROPERTY RIGHTS
We regard our operating platforms and our global IP voice, IP fax, carrier
billing system and other software as proprietary and have implemented some
protective measures of a legal and practical nature to ensure they retain that
status. We have filed a patent application relating to aspects of the operating
platform with the U.S. Patent and Trademark Office, and are taking steps to
extend our patent application to certain international jurisdictions. We have
also registered trade or service marks with the U.S. Patent and Trademark
Office, and applications for registration of additional marks are currently
pending. We have also registered trade or service marks in some European and
other countries, and applications for registration of additional marks are
pending. In addition to filing patents and registering marks in various
jurisdictions, we obtain contractual protection for our technology by entering
into confidentiality agreements with our employees and customers. We also limit
access to and distribution of our operating platforms, hardware, carrier billing
system, software, documentation and other proprietary information.
There can be no assurance, however, the steps we have taken to protect our
proprietary rights will be adequate to deter misappropriation of our technology.
Despite these measures, competitors could copy certain aspects of our operating
platform and our global IP voice, IP fax, carrier billing system and other
software or obtain information which we regard as trade secrets. Further, if
challenged, there can be no assurance we can successfully defend any patent
issued to us or any marks registered by us. In any event, we believe that such
technological innovation and expertise and market responsiveness are as (or
more) important than the legal protections described above. We believe it is
likely our competitors will independently develop similar technology and we will
not have any rights under existing laws to prevent the introduction or use of
such technology.
CUSTOMERS
Our traditional customers are national telephone companies, primarily PTTs
and former PTTs, which are the dominant telephone company in their home markets
for both wired and cellular telephone and, in most cases, the dominant Internet
service provider in their home markets. These customers include Chunghua
(Taiwan), PLDT (Philippines), Shanghai Post and Telecommunications (China),
Telia (Sweden), Telstra (Australia), Telekom South Africa, CYTA (Cyprus), CAT
(Thailand) and others.
Our new customers include new telephone carriers liberalizing markets,
Internet service providers, e-commerce providers and portal service providers.
We have new carrier customers in the European Community, Brazil, Canada, Greece,
Guatemala, Mexico, Russia and the United States, and new Internet and e-commerce
providers in Scandinavia, Taiwan and the United States.
For the nine-month period ended December 31, 1998, Telefonos de Mexico,
S.A., de C.V. ("Telmex"), MCI/WorldCom, Inc. (primarily its subsidiaries, ATC
and LDDS), and Telstra accounted for 19%, 16% and 10%, respectively, of our
revenues and were the only customers accounting for 10%
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or more of our revenues. In the year ended December 31, 1999, none of these
customers generated 10% or more of revenue. An enhanced services customer
focusing on calling card services, American Prepaid, generated approximately 13%
of our revenue during the year ended December 31, 1999. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations."
We also offer wholesale telecommunications services over the network we
acquired in the Trans Global merger to other international long distance
carriers in the U.S., Middle East and Europe. These carrier customers include
first- and second-tier long distance carriers seeking competitive rates and
high-quality transmission capacity. As of December 31, 1999, Trans Global had 50
carrier customers. In a number of cases, we provide services to carriers that
are also our suppliers. For the year ended December 31, 1998, each of World
Access, Inc., PT-1 Communications, Inc. and Teleglobe USA Inc. were at least ten
percent or more of Trans Global's net revenues. For the year ended December 31,
1999, each of World Access and MCI/WorldCom Inc. were at least ten percent or
more of Trans Global's net revenues. For the year ended December 31, 1999, the
only vendor that was ten percent or more of Trans Global's 1999 revenues was
AT&T.
REGULATION
We are subject to regulation as a telecommunications service provider in
some jurisdictions in the United States and abroad. Applicable laws and
regulations, and the interpretation of such laws and regulations, differ
significantly in those jurisdictions. In addition, we or a local partner are
required to have licenses or approvals in those countries where we operate and
where equipment is installed. We may also be affected indirectly by the laws of
other jurisdictions that affect foreign carriers with which we do business.
UNITED STATES FEDERAL REGULATION. Pursuant to the Communications Act of
1934, as amended by the Telecommunications Act of 1996, the Federal
Communications Commission (FCC) regulates certain aspects of the
telecommunications industry in the United States. The FCC currently requires
common carriers providing international telecommunications services to obtain
authority under section 214 of the Communications Act. eGlobe and its
subsidiaries have section 214 authority and are regulated as non-dominant
providers of both international and domestic telecommunications services.
Any common carrier providing wireline domestic and international service
also must file a tariff with the FCC setting forth the terms and conditions
under which it provides those services. With few exceptions, common carriers are
prohibited from providing telecommunications services to customers under rates,
terms, or conditions different from those that appear in a tariff. The FCC has
determined that it no longer will require or allow non-dominant providers of
domestic services to file tariffs, but instead will require carriers to make
their rates publicly available, for example by posting the information on the
Internet. But because this so-called "detariffing" decision has been stayed
pending appeal to the U.S. Court of Appeals for the District of Columbia
Circuit, tariffs are still required. We have tariffs on file with the FCC
setting forth the rates, terms, and conditions under which we provide domestic
and international services.
In addition to these authorization and tariff requirements, the FCC imposes
a number of additional requirements on telecommunications common carriers.
The FCC's international settlements policy places limits on the
arrangements that U.S. international carriers may enter into with foreign
carriers that have market power in foreign telecommunications markets. The
policy is primarily intended to prevent dominant foreign carriers from playing
U.S. carriers against each other to the disadvantage of U.S. carriers and U.S.
consumers. The international settlements policy provides that a U.S. carrier
that enters into an operating agreement for the exchange of public switched
traffic with a dominant foreign carrier must file a copy of that agreement with
the FCC. Any such agreement that is materially different from an agreement filed
by another carrier on the same international route must be approved by the FCC.
Absent FCC approval, no such agreement may provide for the U.S. carrier to
receive more than its proportionate share of inbound traffic. Certain
competitive routes are exempt from the international settlements policy. The
FCC's policies also require U.S. international carriers to negotiate and adopt
settlement rates with foreign correspondents that are at or below certain
benchmark rates.
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The FCC's rules also prohibit a U.S. carrier from accepting a "special
concession" from any dominant foreign carrier. The FCC defines a "special
concession" as an exclusive arrangement (i.e., one not offered to similarly
situated U.S. carriers) involving services, facilities, or functions on the
foreign end of a U.S. international route that are necessary for providing
basic telecommunications.
Another provision of the FCC's rules governs equity relationships with
foreign carriers. Before eGlobe could acquire a controlling interest in any
foreign carrier, or before any foreign carrier could acquire an over-25%
interest in eGlobe, we would be required to notify the FCC 60 days before
closing of the proposed transaction. We would also be required to notify the FCC
within 30 days after closing certain transactions involving smaller equity
interests. If we enter into an equity relationship with a foreign carrier that
the FCC finds has sufficient market power to affect competition adversely in the
U.S. market, the FCC could reclassify eGlobe as a "dominant" carrier on the
particular international route, which would subject us to additional regulation
in our provision of services on that route. As a dominant carrier, we might not
benefit from additional deregulatory initiatives that the FCC implements to
relieve burdens on non-dominant carriers. Although we currently have no plans to
enter into such a relationship, our future decisions may be affected by this
requirement.
The FCC's international service rules also require carriers to periodically
file a variety of reports regarding its international traffic flows and use of
international facilities.
The regulation of IP telephony in the United States is still evolving. The
FCC has stated that some forms of IP telephony appear to be similar to
"traditional" common carrier service and may be regulated as such, but the FCC
has not decided whether some other IP services are unregulated "information
services" or are subject to regulation. In addition, several efforts have been
made to enact U.S. federal legislation that would either regulate or exempt from
regulation services provided over the Internet. State public utility commissions
also may retain jurisdiction over intrastate IP services and could initiate
proceedings to regulate such services. As these decisions are made, we could
become subject to regulation that might eliminate some of the advantages that we
now enjoy as a provider of IP-based services.
The Communications Act and FCC rules impose certain fees on carriers
providing interstate and international telecommunications services. These fees
help defray the FCC's operating expenses, underwrite universal
telecommunications service, fund the Telecommunications Relay Service, and
support the administration of telephone numbering plans.
We believe that the regulatory requirements in force today in the United
States impose a relatively minimal burden on us. We also believe that some of
our network services are not subject to regulation by the FCC or any other state
or federal agency. There can be no assurance, however, that the current
regulatory environment and the present level of FCC regulation will continue.
We believe that some of our network services are not subject to FCC
regulation, but there is some risk that the FCC or a state regulator could
decide that our services should require specific authorization or be subject to
other regulations. If that were to occur, these regulatory requirements could
include prior-authorization requirements, tariffing requirements, or the payment
of contributions to federal and state subsidy mechanisms applicable to providers
of telecommunications services. Some of these contributions could be required
whether or not we would be subject to authorization or tariff requirements.
UNITED KINGDOM. In the United Kingdom, telecommunications services that
have been offered by Trans Global through its affiliate, TGC UK Ltd., are
subject to regulation by various U.K. regulatory agencies. The United Kingdom
generally permits competition in all sectors of the telecommunications market,
subject to licensing requirements and license conditions. TGC UK has been
granted licenses to provide international traffic on a resale basis and over its
own facilities, which licenses are subject to a number of restrictions. Use of
these licenses has permitted Trans Global to engage in cost-effective routing of
traffic between the United States and the United Kingdom and beyond.
OTHER COUNTRIES. Telecommunications activities are subject to government
regulation to varying degrees in every country throughout the world. In many
countries where we operate, equipment cannot be connected to the telephone
network without regulatory approval, and therefore installation and
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operation of our operating platform or other equipment requires such approval.
We have licenses or other equipment approvals in the jurisdictions where we
operate. In most jurisdictions where we conduct business, we rely on our local
partner to obtain the requisite authority. In many countries our local partner
is a national telephone company, and in some jurisdictions also is (or is
controlled by) the regulatory authority itself.
As a result of relying on our local partners, we are dependent upon the
cooperation of the telephone utilities with which we have made arrangements for
our authority to conduct business, as well as for some of our operational and
administrative requirements. Our arrangements with these utilities are
nonexclusive and take various forms. Although some of these arrangements are
embodied in formal contracts, any telephone utility could cease to accommodate
our requirements at any time. Depending upon the location of the telephone
utility, such action could have a material adverse effect on our business and
prospects. In some cases, principally the United States and countries that are
members of the European Community, laws and regulations provide that the
arrangements necessary for us to conduct our service may not be arbitrarily
terminated. However, the time and cost of enforcing our rights may make legal
remedies impractical. We presently have good relations with most of the foreign
utilities with which we do business. There can be no assurance, however, that
such relationships will continue or that governmental authorities will not seek
to regulate aspects of our services or require us to obtain a license to conduct
our business.
Many aspects of our international operations and business expansion plans
are subject to foreign government regulations, including currency regulations.
Foreign governments may adopt regulations or take other actions that would have
a direct or indirect adverse impact on our business opportunities. For example,
the regulatory status of IP telephony in some countries is uncertain. Some
countries prohibit or regulate IP telephony, and any of those policies may
change at any time.
We are planning to expand or initiate services in certain Middle East
countries including Egypt and Kuwait. These services will include largely voice
services as regulatory liberalization in those countries permits. Although we
plan to obtain authority to provide service under current and future laws of
those countries (or, where permitted, to provide service without government
authorization), there can be no assurance that foreign laws will be adopted and
implemented providing us with effective practical opportunities to compete in
these countries. Our ability or inability to take advantage of such
liberalization could have a material adverse effect on our ability to expand
services as planned.
DEVELOPMENTS IN 1999
SERIES D PREFERRED STOCK. We concluded a private placement of $3.0 million
in January 1999 and $2.0 million in June 1999 with Vintage Products Ltd. We sold
(1) 50 shares of our 8% Series D cumulative convertible preferred stock (the
"Series D Preferred Stock"), (2) warrants to purchase 187,500 shares of common
stock, with an exercise price of $.01 per share, and (3) warrants to purchase
100,000 shares of common stock, with an exercise price of $1.60 per share
(subsequently lowered to $1.44 per share), to Vintage. In addition, we agreed to
issue to Vintage, for no additional consideration, additional warrants to
purchase the number of shares of common stock equal to $250,000 (based on the
market price of the common stock on the last trading day prior to June 1, 1999
or July 1, 2000, as the case may be), or pay $250,000 in cash, if we do not (1)
consummate a specified merger transaction by May 30, 1999, or (2) achieve, in
the fiscal quarter commencing July 1, 2000, an aggregate amount of gross
revenues equal to or in excess of 200% of the aggregate amount of gross revenues
we achieved in the fiscal quarter ended December 31, 1998. Our failure to
consummate the specified merger transaction by May 30, 1999 resulted in our
grant to Vintage of a warrant to purchase 76,923 shares of our common stock.
All of the shares of Series D Preferred Stock were converted into common
stock by January 26, 2000. Vintage exercised the warrants to purchase 251,923
shares of our common stock. Warrants to purchase 112,500 shares of our common
stock remain outstanding. The terms of the Series D Preferred Stock and related
warrants are discussed in more detail in Note 10 to the Consolidated Financial
Statements.
SERIES E PREFERRED STOCK. In February 1999, contemporaneously with the
exchange of Mr. Jensen's Series C Preferred Stock for shares of common stock, we
concluded a private placement of $5.0 million with EXTL Investors. We sold 50
shares of our 8% Series E cumulative convertible redeemable preferred
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stock (the "Series E Preferred Stock"), and warrants (the "Series E Warrants")
to purchase (1) 723,000 shares of common stock with an exercise price of $2.125
per share and (2) 277,000 shares of common stock with an exercise price of $0.01
per share to EXTL Investors.
The shares of Series E Preferred Stock automatically converted into shares
of our common stock in January 2000. The terms of the Series E Preferred Stock
and Series E Warrants are discussed in more detail in Note 10 to the
Consolidated Financial Statements.
TELEKEY ACQUISITION. On February 12, 1999, we acquired Telekey, a privately
held Georgia corporation. Telekey provides a range of card based
telecommunications services (calling, voice mail, e-mail and others) primarily
to foreign academic travelers (teachers and students) visiting the US and
Canada. Telekey will operate with its existing management and personnel in
existing facilities in Atlanta, Georgia.
As a result of the Telekey acquisition, all of the shares of common stock
of Telekey outstanding immediately prior to the effective time of the Telekey
acquisition were converted into, in the aggregate, (a) a base amount of
1,010,000 shares of our Series F convertible preferred stock ("Series F
Preferred Stock") at closing, (b) at least 505,000 and up to 1,010,000 shares of
Series F Preferred Stock two years later (or upon a change of control or certain
events of default if they occur before the end of two years), subject to
Telekey's meeting certain revenue and EBITDA tests, (c) $125,000 in cash at
closing, (d) a promissory note in the original principal amount of $150,000,
payable in equal monthly installments over one year, issued at closing and (e)
direct costs associated with the acquisition of approximately $200,000.
This acquisition was accounted for using the purchase method of accounting.
The final purchase price amount will be determined when the contingent purchase
element related to Telekey's ability to achieve certain revenue and EBITDA
objectives is resolved and the additional shares are issued. Goodwill may
materially increase when this contingency is resolved.
The shares of Series F Preferred Stock were converted into shares of our
common stock in January 2000. The terms of the Telekey acquisition and Series F
Preferred Stock are discussed in more detail in Notes 4 and 10 to the
Consolidated Financial Statements.
PRIVATE PLACEMENT OF UNSECURED NOTES AND WARRANTS. On April 9, 1999, we and
our wholly owned subsidiary, eGlobe Financing Corporation, entered into a loan
and note purchase agreement with EXTL Investors (which, together with its
affiliates, is our largest stockholder). eGlobe Financing initially borrowed
$7.0 million from EXTL Investors and we granted EXTL Investors warrants (1/3 of
which are presently exercisable) to purchase 1,500,000 shares of our common
stock at an exercise price of $0.01 per share. As a condition to receiving this
$7.0 million unsecured loan, we entered into a subscription agreement with
eGlobe Financing to subscribe for eGlobe Financing stock for an aggregate
subscription price of up to $7.5 million (the amount necessary to repay the loan
and accrued interest).
We used the proceeds of this financing to fund capital expenditures
relating to network enhancement of IP trunks and intelligent platforms for
calling card and unified messaging services, and for working capital and general
corporate purposes. See discussion under "Completion of $20 Million Financing"
below and Note 7 to the Consolidated Financial Statements.
CONNECTSOFT ACQUISITION. On June 17, 1999, we acquired substantially all
the assets and assumed certain liabilities of Connectsoft Communications
Corporation and Connectsoft Holding Corp. (collectively "Connectsoft").
Connectsoft was engaged in the business of developing a unified, intelligent
communications system, which it is marketing as Vogo, "Voice on the Go," and was
transferred to us. Under our ownership, Vogo continues to be enhanced. Vogo is a
telephone portal that integrates messaging, Internet access and content. The
software is presently being marketed as a service in the United States.
Connectsoft owned and operated a central telecommunications network center
located in Seattle, Washington, and the hardware networking equipment, computers
and software associated with such network center. The network center provides
Internet connectivity and co-location services to corporate customers in the
northwestern United States.
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In June 1999, we issued American United Global, Inc. or AUGI, the stockholder of
Connectsoft, one share of the 6% Series G cumulative convertible redeemable
preferred stock (the "Series G Preferred Stock") with a liquidation preference
of $3.0 million, converted approximately $1.8 million in advances to Connectsoft
into part of the purchase price, and assumed approximately $5.0 million in
liabilities of Connectsoft, consisting primarily of long-term lease obligations.
This acquisition was accounted for under the purchase method of accounting. We
also borrowed $500,000 from AUGI as evidenced by a promissory note which bears
interest at a variable rate. The note matures on the earliest to occur of August
1, 2000, the date we receive $50 million in proceeds in an equity or debt
financing or Vogo receives $5 million in proceeds from an equity or debt
financing. The note was repaid in February 2000.
In August 1999, we issued 30 shares of 5% Series K cumulative convertible
preferred stock (the "Series K Preferred Stock") in exchange for the then
outstanding share of Series G Preferred Stock. The Series G Preferred Stock was
eliminated in December 1999.
COMPLETION OF $20 MILLION FINANCING. As of June 30, 1999, the loan and note
purchase agreement with EXTL Investors was amended to add two additional
borrowers (IDX Financing Corporation and Telekey Financing Corporation), each of
which is an indirect wholly owned subsidiary of us. Also effective as of that
date, EXTL Investors purchased $20 million of 5% secured notes from eGlobe
Financing, IDX Financing and Telekey Financing (collectively, the "Financing
Companies"). As required by the loan and note purchase agreement, eGlobe
Financing used proceeds of the $20 million financing to repay the $7 million
April 1999 loan from EXTL Investors and approximately $8 million of senior
indebtedness to IDT Corporation. We granted EXTL Investors warrants to purchase
5,000,000 shares of our common stock at an exercise price of $1.00 per share,
and 2/3 of the warrants to purchase 1,500,000 shares granted in connection with
the $7 million loan expired upon issuance of the secured notes. See discussion
under "Private Placement of Unsecured Notes and Warrants" above and "Issuance of
Preferred Stock to Prepay $4 Million of $20 Million Note" below and Note 7 to
the Consolidated Financial Statements.
The 5% secured notes must be repaid in 36 specified monthly installments
commencing on August 1, 1999, with the remaining unpaid principal and accrued
interest being due in a lump sum with the last payment. The entire amount
becomes due earlier if we complete an offering of debt or equity securities from
which we receive net proceeds of at least $100 million (a "Qualified Offering").
The principal and interest of the 5% secured notes may be paid in cash. However,
up to 50% of the original principal amount of the 5% secured notes may be paid
in our common stock at our option if:
o the closing price of our common stock on Nasdaq is $8.00 or more for any
15 consecutive trading days;
o we close a public offering of equity securities at a price of at least
$5.00 per share and with gross proceeds to us of at least $30 million; or
o we close a Qualified Offering (at a price of at least $5.00 per share,
in the case of an offering of equity securities).
EXTL Investors also has agreed to make advances to the Financing Companies
from time to time based upon eligible accounts receivables. These advances may
not exceed the lesser of:
o 50% of eligible accounts receivable; or
o the aggregate amount of principal payments made by the Financing
Companies under the 5% secured notes.
As of December 31, 1999, we have borrowed $1.1 million under the accounts
receivable facility.
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The 5% secured notes and the accounts receivable revolving note are secured
by substantially all of our and our subsidiaries' equipment and other personal
property and our and IDX's accounts receivables. In order to provide such
security arrangements, we and each of our subsidiaries transferred equipment and
other personal property to the Financing Companies and we have agreed that we
will and will cause our subsidiaries to transfer equipment and other personal
property acquired after the closing date to the Financing Companies. We and our
operating subsidiaries have guaranteed payment of the secured notes.
Our loan and note purchase agreement with EXTL Investors contains several
covenants which we believe are fairly customary, including prohibitions on:
o mergers and sales of substantially all assets;
o sales of material assets other than on an arm's length basis and in the
ordinary course of business;
o encumbering any of our assets (except for certain permitted liens);
o incurring or having outstanding indebtedness other than certain permitted
debt (which includes certain existing debt and future equipment and
facilities financing), or prepaying any subordinated indebtedness; or
o paying any dividends or distributions on any class of our capital stock
(other than any dividend on outstanding preferred stock or additional
preferred stock issued in the future) or repurchasing any shares of our
capital stock (subject to certain exceptions).
Our loan and note purchase agreement with EXTL Investors contains several
fairly standard events of default, including:
o non-payment of any principal or interest on the 5% secured notes, or
non-payment of $250,000 or more on any other indebtedness (other than
specified existing indebtedness, as to which a cross default has been
waived);
o failure to perform any obligation under the loan and note purchase
agreement or related documents;
o breach of any representation or warranty in the loan and note purchase
agreement;
o inability to pay our debts as they become due, or initiation or consent
to judicial proceedings relating to bankruptcy, insolvency or
reorganization;
o dissolution or winding up, unless approved by EXTL Investors; and
o final judgment ordering payment in excess of $250,000.
We have in the past been late in principal payments and we have been in
default on other debt documents. However, each such default has been either paid
to date or waived through January 1, 2001.
SWIFTCALL ACQUISITION. In July 1999, we acquired Swiftcall Equipment and
Services (USA) Inc., a privately-held Virginia corporation ("Swiftcall"), and
related switching and transmission facilities of Swiftcall USA, Inc. Among
Swiftcall's assets acquired in the acquisition is the network operating center
("NOC"). Combined with the operating facilities of our Network Services division
located in Reston, Virginia, the NOC gives us a gateway for our growing Internet
voice and fax business, as well as an enhanced facility for circuit-switched
telephone services.
As a result of the Swiftcall acquisition, we acquired all of the common
stock of Swiftcall outstanding immediately prior to the effective time in
exchange for $3,430,000, consisting of (1) $3,290,000 due in two equal payments
on December 3, 1999 and June 1, 2000 and (2) direct acquisition costs of
approximately $140,000. The payments may be made at our option, in whole or in
part, in cash or stock, by issuing to Swiftcall Holdings (USA) Ltd., the former
stockholder of Swiftcall, the number of shares of our common stock equal to the
first payment amount or the second payment amount, as the case may be, divided
by the 15 day average closing sales price of our common stock. On August 12,
1999, we elected to make payment on both notes by issuing common stock. On
December 12, 1999, as payment of the first installment of the purchase price, we
issued the Swiftcall Stockholder 526,063 shares of our common stock.
As part of the transaction, Swiftcall Stockholder, which also owns VIP
Communications, Inc., a calling card company in Herndon, Virginia, has agreed to
cause VIP to purchase services from us, of the type previously being purchased
by VIP from our IDX subsidiary. The parties have agreed that the arrangement
with VIP will result in revenue to us of at least $500,000 during the 12 months
ending August 3, 2000. If we receive less than $500,000 under the arrangement
with VIP, any revenue shortfall will be paid by a reduction
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in the number of shares of common stock issued to the Swiftcall Stockholder. We
may deposit the applicable portion of the second payment of the purchase price
into escrow on June 1, 2000 if it appears that there will be a revenue shortfall
under the arrangement with VIP.
The acquisition was accounted for using the purchase method of accounting.
The final allocation of the purchase price is based on appraisals performed by a
third-party. In August 1999, we borrowed the remaining $1.5 million under our
$20.0 million loan and note agreement (as discussed above) and used $1.1 million
to prepay a certain Swiftcall lease.
RENEGOTIATION OF ARRANGEMENTS WITH FORMER IDX STOCKHOLDERS. In July 1999,
we renegotiated the terms of the December 1998 IDX purchase agreement with the
former IDX stockholders. We reacquired:
o 500,000 shares of Series B convertible preferred stock in exchange for
500,000 shares of our Series H convertible preferred stock ("Series H
Preferred Stock");
o the original IDX Warrants in exchange for new warrants to acquire up to
1,250,000 shares of our common stock, subject to IDX meeting certain
revenue, traffic and EBITDA levels at September 30, 2000 or December 31,
2000 if not achieved by September 30, 2000; and
o the original convertible subordinated notes payable to the former IDX
stockholders of $1.5 million and $2.5 million (previously due in June 1999
and October 1999, respectively) in exchange for 400,000 shares of Series I
convertible optional redemption preferred stock ("Series I Preferred
Stock").
In addition, the maturity date of the convertible subordinated promissory note,
face value of $418,000, was extended to July 15, 1999 from May 31, 1999, and
subsequently paid by issuance of 140,599 shares of our common stock. We also
waived our right to reduce the principal balance of the $2.5 million note
payable by certain claims as provided for under the terms of the original IDX
purchase agreement.
In December 1999, we agreed to reduce the Series H Preferred Stock and
warrants consideration paid to the IDX stockholders by a value equivalent to the
consideration paid by us for 4,500 shares of IDX. In exchange we agreed to issue
eGlobe options to certain employees and others related to IDX, as well as
150,000 shares of our common stock as payment of the original consideration
allocated as purchase consideration for an acquisition of a subsidiary by IDX.
The shares of Series H Preferred Stock automatically converted into
3,262,500 shares of common stock on January 31, 2000 (reflecting the adjustment
negotiated in December 1999). In addition, if IDX satisfies all of the earnout
terms and conditions, the new warrants issued to the former IDX stockholders
will be exercisable for 1,087,500 shares of common stock.
On February 14, 2000, 150,000 shares of Series I Preferred Stock were
converted into 166,304 shares of our common stock. We may redeem the remaining
250,000 shares of Series I Preferred Stock through July 17, 2000, at a value of
$10 per preferred share plus an 8% annual interest rate from December 2, 1998.
The redemption may be made in cash, shares of our common stock or a combination
of the two. Any Series I Preferred Stock not redeemed by July 17, 2000 will be
converted automatically into shares of our common stock based on a conversion
price equal to $10 per share plus 8% of the value of the Series I Preferred
Stock per annum from December 2, 1998 through the date of conversion divided by
the greater of $2.00 or the average closing price of the common stock over the
15 days immediately prior to conversion up to a maximum of 3.9 million shares of
common stock.
ISSUANCE OF PREFERRED STOCK TO PREPAY $4 MILLION OF $20 MILLION NOTE. In
November 1999, pursuant to an agreement reached in August 1999, we issued to
EXTL Investors 40 shares of our 5% Series J cumulative convertible preferred
stock (the "Series J Preferred Stock") valued at $4 million as prepayment of $4
million of the outstanding $20 million secured note issued to EXTL Investors.
The carrying value of the $4.0 million note, net of unamortized discount of $1.9
million, was approximately $2.1 million. The excess of the fair value of the
Series J Preferred Stock over the carrying value of the note of $1.9 million was
recorded as a loss on early retirement of debt in November 1999. The $4.0
million prepayment is not subject to redraw under the note. See discussion under
"Completion of $20 Million Financing" above and Notes 7 and 10 to the
Consolidated Financial Statements. The shares of Series J Preferred Stock
automatically converted into 2,564,102 shares of common stock on January 31,
2000 because the closing sales price of eGlobe common stock was over the
required threshold for the requisite number of trading days.
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NASDAQ CONTINUED LISTING STATUS. We were notified by a letter from Nasdaq
at the end of the business day on August 17, 1999 that trading in our common
stock would be moved from the Nasdaq National Market to the OTC Bulletin Board
on Wednesday, August 18, 1999. We immediately requested reconsideration of the
decision, and our common stock resumed trading on the Nasdaq National Market
effective at the opening of trading on Monday, August 23, 1999. Our continued
listing on the Nasdaq National Market is subject to our maintaining compliance
with certain requirements imposed by Nasdaq that are related to the amount of
"net tangible assets" reported on our balance sheet.
As a result of the restructuring of eGlobe in 1998 and the initiation of
our growth plan at the beginning of 1999, our compliance with the net tangible
asset requirement of the Nasdaq National Market continued listing criteria
became an issue which needed to be resolved between Nasdaq and us. Net tangible
assets, as defined by Nasdaq, equals assets minus liabilities and minus
goodwill. Following an inquiry by Nasdaq to us, written submissions by us, and a
hearing before a Nasdaq listing qualifications panel, Nasdaq concluded in July
and advised us on August 10, 1999 that we had presented a plan which would
enable us to comply with all requirements for continued listing on an ongoing
basis. Accordingly, Nasdaq continued the listing of our common stock on the
Nasdaq National Market.
The August 10 determination required that we demonstrate that we were
implementing the plan by (1) reporting, on our 10-Q for the quarter ended June
30, a minimum of $9.9 million in net tangible assets, and (2) making a public
filing with the SEC by October 15, 1999 reporting $20 million in net tangible
assets.
On August 16, 1999, we filed our quarterly report on Form 10-Q containing a
June 30, 1999 balance sheet with pro forma adjustments. The Form 10-Q reported
what we believed to be net tangible assets of $10.5 million. However, on August
17, Nasdaq informed us that we failed to satisfy the $9.9 million net tangible
asset requirement set by the panel. This decision resulted from the treatment of
$3 million of our redeemable Series G Preferred Stock by Nasdaq as a liability;
we (reflecting the reported balance sheet treatment pursuant to generally
accepted accounting principles) had not treated the Series G Preferred Stock as
a liability.
In seeking reconsideration and in discussions with Nasdaq relative to the
reconsideration, we recognized the need to further restructure our balance
sheet, in particular to reflect the Nasdaq treatment of redeemable stock. After
consultations with Nasdaq, we undertook several actions which resulted in a
positive decision on Friday, August 20, 1999, by Nasdaq to return us to National
Market Listing. In restoring us to listing status, Nasdaq required us to meet
two specific requirements for continued listing. We were required to make a
public filing with the SEC by September 3, 1999 which included a July 31, 1999
balance sheet evidencing a minimum of $9.9 million of net tangible assets. In
addition, we were required to make a further filing by October 15, 1999 which
included an August 31, 1999 balance sheet evidencing a minimum of $20.0 million
of net tangible assets.
On September 3, 1999, we filed our Current Report on Form 8-K with the SEC
evidencing net tangible assets in excess of the minimum of $9.9 million required
by Nasdaq and on October 15, 1999, we filed our Current Report on Form 8-K with
the SEC evidencing net tangible assets in excess of the minimum of $20 million
required by Nasdaq. Nasdaq notified us by letters dated September 8, 1999 and
November 17, 1999 that we had satisfied all the higher standards imposed on us
by Nasdaq.
EXCHANGE OF SERIES G PREFERRED STOCK. Pursuant to agreements reached in
August 1999, we issued 30 shares of the Series K Preferred Stock in exchange for
the share of our Series G Preferred Stock held by American United Global, Inc.
The exchange of the Series G Preferred Stock for the nonredeemable Series K
Preferred Stock permitted the Series K Preferred Stock to be classified as
equity rather than a liability starting with our July 31, 1999 unaudited
condensed consolidated balance sheet. Nasdaq had previously determined that the
Series G Preferred Stock, which was valued at $3.0 million on our June 30, 1999
unaudited condensed consolidated balance sheet, should be treated as a liability
for the tangible net asset calculation which reduced our net tangible asset
calculation set forth in our quarterly report filed on August 16, 1999.
The shares of Series K Preferred Stock automatically converted into
1,923,077 shares of common stock on January 31, 2000 because the closing sales
price of eGlobe common stock was over the required threshold for the requisite
number of trading days.
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SALE OF RESTRICTED STOCK. On August 25, 1999, we issued Seymour Gordon, a
long-time stockholder and a lender, 160,257 shares of our common stock and
warrants to purchase 60,000 additional shares of our common stock for an
aggregate purchase price of $250,000. Additionally, Mr. Gordon acquired an
option to exchange the principal of an existing note (up to a maximum of
$500,000) for (1) shares of our common stock at a price per share of $1.56 and
(2) warrants to purchase shares of our common stock at a price of $1.00 (60,000
shares per $250,000 of debt exchanged).
On December 16, 1999, Mr. Gordon agreed to extend the maturity date of an
existing note and, in return, we agreed that Mr. Gordon may convert an
additional $250,000 of debt into common stock at a conversion price of $1.56 per
share and receive an additional warrant to purchase 60,000 shares of common
stock at an exercise price of $1.00 per share.
iGLOBE ACQUISITION. Effective August 1, 1999, we assumed operational
control of Highpoint, owned by Highpoint Telecommunications, Inc. ("Highpoint").
In July 1999, pursuant to a Transition Services and Management Agreement
("TSA"), we agreed with Highpoint that we would manage the business of iGlobe,
Inc., a California corporation and newly formed wholly owned subsidiary of
Highpoint ("iGlobe"), and take responsibility for the ongoing financial
condition of iGlobe from August 1, 1999. On October 14, 1999 substantially all
of the operating assets of Highpoint were transferred to iGlobe. Also on October
14, 1999, we closed on the acquisition of all of the issued and outstanding
common stock of iGlobe. iGlobe has created an infrastructure supplying
telecommunications services, including Internet protocol services, particularly
voice over Internet protocol ("VoIP"), throughout Latin America. With this
purchase we acquired:
o critical operating capabilities;
o licenses to operate in four Latin American countries;
o twelve reciprocal operating agreements with Latin American carriers;
o a teleport in Mountain View, California;
o a transponder lease with coverage of Latin America;
o long term leases for international fiber optic cable;
o international gateway switches located in New York, Los Angeles and
Denver; and
o a carrier billing system and Internet protocol operating systems
compatible with those we currently utilize.
iGlobe's network in Latin America complements the network we are building in
Asia and the rest of the world.
We acquired iGlobe for one share of our Series M cumulative convertible
preferred stock (the "Series M Preferred Stock") valued at $9.6 million, direct
acquisition costs of approximately $0.3 million, and Highpoint received a
non-voting beneficial twenty percent (20%) interest of the equity interest
subscribed or held by us in a yet to be completed joint venture business
currently known as IP Solutions, B.V. The initial preliminary purchase price
allocation reflects the preliminary estimates of the fair value of the assets
acquired and liabilities assumed based on management's review and third-party
appraisals. The final purchase price allocation will be determined as additional
information becomes available.
The share of Series M Preferred Stock is convertible, at the holder's
option, into shares of eGlobe common stock beginning on October 15, 2000 at a
conversion price equal to $2.385. The share of Series M Preferred Stock will
automatically be converted into shares of eGlobe common stock, on the earliest
to occur of:
o the first date as of which the last reported sales price of eGlobe
common stock on Nasdaq is $5.00 or more for any 10 consecutive trading
days during any period in which Series M Preferred Stock is
outstanding,
o the date that is seven years after the date of issuance, or
o we complete a public offering of equity securities at a price of at
least $4.00 per share and with gross proceeds to us of at least $20
million,
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but in no event shall the Series M Preferred Stock convert prior to the first
anniversary of the date of issuance. We may repurchase the Series M Preferred
Stock for $9 million plus any accrued but unpaid dividends on the Series M
Preferred Stock at any time prior to Highpoint's exercise of its conversion
rights.
TRANSACTION SUPPORT SERVICES AND CALL CENTER ACQUISITION. On September 20,
1999, we, acting through a newly formed subsidiary, acquired control of Oasis
Reservations Services, Inc. or ORS, a Miami-based transaction support services
and call center, from its sole stockholder, Outsourced Automated Services and
Integrated Solutions, Inc. or Oasis. ORS provides customer care and transaction
support services employing both Internet access and traditional telephone
access. ORS supplies outsource service to the travel industry and to e-commerce
providers. All of our customer service capabilities will be moved from Denver to
ORS' Miami facility in early 2000. This is expected to generate substantial cost
savings, although there is no assurance of this.
Together with Oasis, we formed eGlobe/Oasis Reservations LLC, a limited
liability company, which is responsible for conducting ORS' business operations.
We manage and control eGlobe/Oasis LLC and receive 90% of the profits and losses
from ORS' business.
eGlobe/Oasis LLC was funded by contributions effected by the members under
a contribution agreement, dated as of September 15, 1999, and related documents.
We issued 1.5 million shares of our common stock, valued at $3 million on the
date of issuance, as our contribution to eGlobe/Oasis LLC. In addition, we
contributed warrants to purchase additional shares of our common stock to
eGlobe/Oasis LLC as follows:
o shares equal to the difference between $3 million and the value of our 1.5
million share contribution on the date that the shares of common stock
(including the shares underlying the warrants) contributed to eGlobe/Oasis
LLC are registered with the SEC (if the value of the 1.5 million shares on
that date is less than $3 million);
o shares equal to $100,000 of our common stock for each 30-day period beyond
December 14, 1999 that the shares of common stock (including the shares
underlying the warrants) contributed to eGlobe/Oasis LLC remain
unregistered;
o shares equal to up to $2 million of our common stock, subject to adjustment
based upon ORS achieving certain revenue and EBITDA targets; and
o additional shares based upon (a) ORS achieving revenue and EBITDA targets,
and (b) the market price of our common stock at the date of registration of
the shares contributed. Under certain circumstances, these shares may be
equal to the greater of (A) 50% of the incremental revenue for the Second
Measurement Period (as defined in the agreements) over $9,000,000 or (B)
four times the incremental Adjusted EBITDA (as defined in the agreements)
for the Second Measurement Period over $1,000,000 provided, however, that
such number of shares shall not exceed the greater of (x) 1,000,000 shares
or (y) that number of shares determined by dividing $8,000,000 by the
Second Measurement Date Market Value (as defined in the agreements); and
provided further, that if the basis for the issuance of such shares is
incremental revenue over $9,000,000 then EBITDA for the Second Measurement
Period must be at least $1,000,000 for revenue between $9,000,000 and
$12,000,000 or at least $1,500,000 for revenue above $12,000,000.
Additionally eGlobe/Oasis LLC may receive 500,000 shares of our common
stock if the revenue for the Second Measurement Period is equal to or
greater than $37,000,000 and the Adjusted EBITDA for the Second Measurement
Period is equal to or greater than $5,000,000.
The exercise of the warrants is subject to compliance with SEC and Nasdaq rules,
including the approval of our stockholders with respect to the issuance of 20%
or more of our common stock outstanding on the date of contribution.
Oasis contributed all of the issued and outstanding shares of ORS as its
contribution to eGlobe/Oasis LLC. If we declare bankruptcy, Oasis may repurchase
the ORS shares. eGlobe/Oasis LLC is an interim step to our full ownership of
ORS. Pursuant to the operating agreement of eGlobe/Oasis Reservations
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LLC, once we have raised $10 million in new capital or generated three
consecutive months of positive cash flow and registered the common stock issued
in this transaction, eGlobe/Oasis LLC will be dissolved and ORS will become one
of our wholly owned subsidiaries. Under these circumstances, Oasis would receive
the common stock and warrants contributed to eGlobe/Oasis LLC by us.
Additionally, even if these conditions are not fulfilled, Oasis has the right to
redeem its interest in eGlobe/Oasis LLC in exchange for the shares of common
stock and warrants contributed to eGlobe/Oasis LLC by us. We have satisfied the
first condition to full ownership of ORS by completing a $15 million financing.
Accordingly, upon registration of the shares of stock issued and the shares of
stock issuable upon exercise of the warrants granted in this transaction,
eGlobe/Oasis LLC will be dissolved and ORS will become one of our wholly owned
subsidiaries. See "Series P Private Placement" for discussion of our recent $15
million financing.
In connection with the purchase and installation of equipment and leasehold
improvements at ORS' new facility in Miami, Oasis agreed to loan ORS up to
$451,000. The loan is due in six quarterly installments beginning November 30,
1999. We guaranteed ORS' obligations under such loan and granted Oasis a
security interest in our ownership interest in eGlobe/Oasis LLC.
SERIES N PRIVATE PLACEMENT. We conducted a private placement to accredited
investors of shares of our Series N cumulative convertible preferred stock (the
"Series N Preferred Stock") and warrants to purchase shares of our common stock.
We have raised approximately $3.2 million from the sale of 3,195 shares of
Series N Preferred Stock and warrants to purchase 347,092 shares of common
stock. Prior to January 28, 2000, holders of 1,685 shares of Series N Preferred
Stock opted to convert such shares into 621,759 shares of eGlobe common stock.
On January 28, 2000, the remaining shares of Series N Preferred Stock
automatically converted into 366,060 shares of eGlobe common stock because the
closing sales price of eGlobe common stock was over the required threshold for
the requisite number of trading days.
COAST ACQUISITION. On December 2, 1999, we acquired Coast International,
Inc., a provider of enhanced long-distance interactive voice and Internet
services. We acquired all of the common stock of Coast in exchange for 16,100
shares of our 10% Series O cumulative convertible preferred stock (the "Series O
Preferred Stock") valued at approximately $13.4 million and 882,904 shares of
our common stock valued at approximately $3.0 million. The acquisition was
accounted for using the purchase method of accounting. The preliminary purchase
price allocation reflects the preliminary estimates of the fair value of the
assets acquired based on management's review and preliminary third-party
appraisals. The final purchase price allocation will be determined as additional
information becomes available.
The shares of Series O Preferred Stock are convertible, at the holder's
option, into shares of our common stock at any time after the later of (A) one
year after the date of issuance and (B) the date we have received stockholder
approval for such conversion and the applicable Hart-Scott-Rodino ("HSR")
waiting period has expired or terminated (the "Clearance Date"), at a conversion
price equal to $5.00. The shares of Series O Preferred Stock will automatically
be converted into shares of our common stock, on the earliest to occur of:
o the date that is five years after the date of issuance;
o the first date as of which the last reported sales price of our common
stock on Nasdaq is $6.00 or more for any 15 consecutive trading days during
any period in which Series O Preferred Stock is outstanding;
o the date that 80% or more of the Series O Preferred Stock we have issued
has been converted into our common stock; or
o we complete a public offering of equity securities at a price of at least
$5.00 per share and with gross proceeds to us of at least $25 million.
Notwithstanding the foregoing, the Series O Preferred Stock will not be
converted into our common stock prior to our receipt of stockholder approval for
such conversion, which was obtained at the March 23, 2000 stockholders' meeting,
and the expiration or termination of the applicable HSR waiting period. If the
events listed in the preceding sentence occur prior to the Clearance Date, the
automatic conversion
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will occur on the Clearance Date. On January 26, 2000, the closing sales price
of eGlobe common stock was over the required threshold for the requisite number
of trading days and accordingly, on the Clearance Date, the outstanding Series O
Preferred Stock will be converted into 3,220,000 shares of eGlobe common stock.
Prior to closing, Coast incurred $3.25 million of unsecured debt. With the
consent of our existing lender, we and our operating subsidiaries have
guaranteed the repayment of the $3.25 million debt and Coast has secured its
repayment obligation with its operating assets. The debt is evidenced by (i) a
promissory note in the original principal amount of $3 million which bears
interest at a variable rate and matures on July 1, 2000 and (ii) a promissory
note in the original principal amount of $250,000 which bears interest at 11%
per annum and matures on November 29, 2000.
SERIES P PRIVATE PLACEMENT. On January 27, 2000, we closed a $15.0 million
equity private placement with RGC International Investors, LDC, a company
organized under the laws of the Cayman Islands ("Rose Glen"). Pursuant to the
terms of securities purchase agreement, we issued Rose Glen 15,000 shares of our
Series P convertible preferred stock (the "Series P Preferred Stock") and
warrants to purchase 375,000 shares of our common stock with a per share
exercise price equal to $12.04, subject to adjustment for issuances of shares of
our common stock below market price. We used the proceeds of the private
placement to repay indebtedness, pay vendors and suppliers, pay expenses related
to the Trans Global acquisition (as discussed below) and for general working
capital.
The shares of Series P Preferred Stock carry an effective annual interest
rate of 5% and are convertible, at the holder's option, into shares of common
stock. The shares of Series P Preferred Stock will automatically be converted
into shares of common stock on January 26, 2003, subject to delay for specified
events. The conversion price for the Series P Preferred Stock is $12.04 until
April 27, 2000, and thereafter is equal to the lesser of:
o 120% of the five day average closing price of eGlobe common stock on
Nasdaq during the 22-day period prior to conversion, and
o $12.04.
We can force a conversion of the Series P Preferred Stock on any trading
day following a period in which the closing bid price of our common stock has
been greater than $24.08 for a period of at least 35 trading days after the
earlier of:
o the first anniversary of the date the common stock issuable upon
conversion of the Series P Preferred Stock and warrants is registered
for resale, and
o the completion of a firm commitment underwritten public offering with
gross proceeds to us of at least $45 million.
The Series P Preferred Stock is convertible into a maximum of 5,151,871
shares of common stock. This maximum share amount is subject to increase if the
average closing bid prices of our common stock for the 20 trading days ending on
the later of June 30, 2000 and the 60th calendar day after the common stock
issuable upon conversion of the Series P Preferred Stock and warrants is
registered is less than $9.375, provided that under no circumstances will the
Series P Preferred Stock be convertible into more than 7,157,063 shares of our
common stock. In addition, no holder may convert the Series P Preferred Stock or
exercise the warrants it owns for any shares of common stock that would cause it
to own following such conversion or exercise in excess of 4.9% of the shares of
our common stock then outstanding.
Except in the event of a firm commitment underwritten public offering of
our securities or a sale of up to $15.0 million of common stock to a specified
investor, we may not obtain any additional equity financing without Rose Glen's
consent for a period of 120 days following the date the common stock issuable
upon conversion of the Series P Preferred Stock and warrants is registered for
resale. Rose Glen also has a right of first offer to provide any additional
equity financing that we need until the first anniversary of such registration.
We may be required to redeem the Series P Preferred Stock in the following
circumstances:
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o if we fail to perform specified obligations under the securities purchase
agreement or related agreements;
o if we or any of our subsidiaries make an assignment for the benefit of
creditors or become involved in bankruptcy, insolvency, reorganization or
liquidation proceedings;
o if we merge out of existence without the surviving company assuming the
obligations relating to the Series P Preferred Stock;
o if our common stock is no longer listed on the Nasdaq National Market,
the Nasdaq SmallCap Market, the NYSE or the AMEX;
o if the Series P Preferred Stock is no longer convertible into common stock
because it would result in an aggregate issuance of more than 5,151,871
shares of common stock, as such number may be adjusted, and we have not
waived such limit or obtained stockholder approval of a higher limit; or
o if the Series P Preferred Stock is no longer convertible into common stock
because it would result in an aggregate issuance of more than 7,157,063
shares of our common stock and we have not obtained stockholder approval of
a higher limit.
RECENT PREFERRED STOCK CONVERSIONS. As of February 1, 2000, because the
closing sales price of our common stock was over the required threshold for the
requisite number of trading days, shares of Series D Preferred Stock, Series E
Preferred Stock, Series J Preferred Stock and Series K Preferred Stock converted
into shares of our common stock.
LOANS TO SENIOR EXECUTIVES. As of December 16, 1999, we loaned certain of
our senior executive officers an aggregate of $1,209,736 in connection with
their exercise of employee stock options. The loans are evidenced by
full-recourse promissory notes, which accrue interest at a rate of 6% per annum
and mature on the earliest to occur of (a) for $177,188 of the loans
December 16, 2003 and for $1,032,548 of the loans December 16, 2004, (b) the
date that is 90 days after the date that the senior executive's employment with
us terminates, unless such termination occurs other than "for cause" (as defined
below), and (c) promptly after the date that an executive sells all or a portion
of the collateral under his note, in which case such executive must repay the
note in full or that portion of the note that can be repaid if only a portion of
the collateral is sold. The loans are secured by the shares of common stock
received upon exercise of the options and any cash, securities, dividends or
rights received upon sale of shares of such common stock.
"Termination for cause" means termination because of (i) the executive's
fraud or material misappropriation with respect to our business or assets; (ii)
the executive's persistent refusal or failure to materially perform his duties
and responsibilities, which continues after the executive receives notice of
such refusal or failure; (iii) conduct that constitutes disloyalty or materially
harms us; (iv) conviction of a felony or crime; (v) use of drugs or alcohol
which materially interferes with the executive's performance of his duties; or
(vi) material breach of any provision of the executive's employment agreement.
SERIES Q PRIVATE PLACEMENT. On March 17, 2000, we closed a $4 million
equity private placement with Rose Glen, which made a $15 million investment in
us on January 26, 2000. Pursuant to the terms of a securities purchase
agreement, we issued Rose Glen 4,000 shares of our Series Q convertible
preferred stock (the "Series Q Preferred Stock") and warrants (the "Series Q
Warrants") to purchase 100,000 shares of our common stock with a per share
exercise price equal to $12.04, subject to adjustment for issuances of shares of
our common stock below market price. We intend to use the proceeds of the
private placement for general working capital.
The Series Q securities purchase agreement also provides that we may issue
up to 6,000 additional shares of our Series Q Preferred Stock and warrants to
purchase an additional 150,000 shares of our common stock to Rose Glen for an
additional $6.0 million at a second closing to be completed no later than July
15, 2000. The primary condition to the second closing is the effectiveness of a
registration statement registering the resale of common stock underlying the
Series Q Preferred Stock and the Series Q Warrants and the Series P Preferred
Stock and the warrants granted in connection with the Series P Preferred Stock
issued in January, 2000.
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The shares of Series Q Preferred Stock carry an effective annual yield of
5% (payable in kind at the time of conversion) and are convertible, at the
holder's option, into shares of common stock. The shares of Series Q Preferred
Stock will automatically be converted into shares of common stock on March 15,
2003, subject to delay for specified events. The conversion price for the Series
Q Preferred Stock is $12.04 until April 26, 2000, and thereafter is equal to the
lesser of:
o the five day average closing price of our common stock on Nasdaq during
the 22-day period prior to conversion, and
o $12.04.
We can force a conversion of the Series Q Preferred Stock on any trading
day following a period in which the closing bid price of our common stock has
been greater than $24.08 for a period of at least 20 trading days after the
earlier of:
o the first anniversary of the date the common stock issuable upon conversion
of the Series Q Preferred Stock and Series Q Warrants is registered for
resale, and
o the completion of a firm commitment underwritten public offering with gross
proceeds to us of at least $45 million.
The Series Q Preferred Stock is convertible into a maximum of 3,434,581
shares of common stock. This maximum share amount is subject to increase if the
average closing bid prices of our common stock for the 20 trading days ending on
the later of June 30, 2000 and the 60th calendar day after the common stock
issuable upon conversion of the Series Q Preferred Stock and Series Q Warrants
is registered is less than $9.375, provided that under no circumstances will the
Series Q Preferred Stock be convertible into more than 7,157,063 shares of our
common stock (the maximum share amount will increase to 9,365,463 shares of our
common stock if we receive written guidance from Nasdaq that the issuance of the
Series Q Preferred Stock and the Series Q Warrants will not be integrated with
the issuances of the Series P Stock and the warrants granted in connection with
the Series P Preferred Stock). In addition, no holder may convert the Series Q
Preferred Stock or exercise the Series Q Warrants it owns for any shares of
common stock that would cause it to own following such conversion or exercise in
excess of 4.9% of the shares of our common stock then outstanding.
We may be required to redeem the Series Q Preferred Stock under certain
circumstances:
o if we fail to perform specified obligations under the securities purchase
agreement or related agreements;
o if we or any of our subsidiaries make an assignment for the benefit of
creditors or become involved in bankruptcy, insolvency, reorganization or
liquidation proceedings;
o if we merge out of existence without the surviving company assuming the
obligations relating to the Series Q Preferred Stock;
o if our common stock is no longer listed on the Nasdaq National Market,
the Nasdaq SmallCap Market, the NYSE or the AMEX;
o if the Series Q Preferred Stock is no longer convertible into common stock
because it would result in an aggregate issuance of more than 3,434,581
shares of common stock, as such number may be adjusted, and we have not
waived such limit or obtained stockholder approval of a higher limit; or
o if the Series Q Preferred Stock is no longer convertible into common stock
because it would result in an aggregate issuance of more than 7,157,063
shares of our common stock (the maximum share amount will increase to
9,365,463 shares of our common stock if we receive written guidance from
Nasdaq that the issuance of the Series Q Preferred Stock and the Series Q
Warrants will not be integrated with the issuances of the Series P
Preferred Stock and the warrants granted in connection with the Series P
Preferred Stock) and we have not obtained stockholder approval of a higher
limit.
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i1.COM INVESTMENT. Along with Hsin Yen, the former chief executive of IDX,
we developed i1.com. i1.com is the e-commerce solutions company through which we
are pursuing the development of e-commerce in Asia. i1.com is developing a
distributed network of e-commerce applications that will allow small and
medium-sized businesses to easily and cost-effectively transact business over
the Internet. It will provide complete back-office support for companies seeking
to expand their sales and distribution channels through a presence on the world
wide web. In exchange for stock of i1.com, we will provide i1.com access to our
IP-based network infrastructure, its transaction processing technology, and its
Internet-enabled applications, including interactive web response services, IP
voice and fax, and unified messaging. i1.com expects to launch its new services
in the second quarter of 2000.
i1.com recently completed a $14 million equity private placement. We now
retain a 35% equity interest and a 45% voting interest in i1.com. Christopher J.
Vizas, our Co-Chairman and Chief Executive Officer currently serves as Chairman
of i1.com.
As part of our license arrangement with i1.com, we have the right to
integrate the i1.com technology into our enhanced applications and to
exclusively market and provide services based around the i1.com technology in
all areas except Asia and the Pacific region.
ACQUISITION OF TRANS GLOBAL. On March 23, 2000 pursuant to an Agreement and
Plan of Merger (the "Trans Global Merger Agreement") entered into on December
16, 1999, a wholly owned subsidiary of eGlobe merged with and into Trans Global,
with Trans Global continuing as the surviving corporation and becoming a wholly
owned subsidiary of eGlobe (the "Merger"). As part of the Merger, the
outstanding shares of Trans Global common stock were exchanged for 40,000,000
shares of eGlobe common stock.
The Merger was accounted for as a pooling of interests. We will restate,
retroactively at the effective time of the Merger, our consolidated financial
statements to include the assets, liabilities, stockholders' equity and results
of operations of Trans Global, as if the companies had been combined at the
first date covered by the combined financial statements.
Pursuant to the Trans Global Merger Agreement, eGlobe has withheld and
deposited into escrow 2,000,000 shares of the 40,000,000 shares of eGlobe common
stock issued to Trans Global stockholders in the Merger. These escrowed shares
will cover the indemnification obligations of the Trans Global stockholders
under the Trans Global Merger Agreement. Further, pursuant to the Trans Global
Merger Agreement, eGlobe has deposited an additional 2,000,000 shares of its
common stock into escrow to cover its indemnification obligations under the
Trans Global Merger Agreement.
Promptly after the Merger closed, we appointed Arnold S. Gumowitz (Trans
Global's Chairman), Gary S. Gumowitz (Trans Global's President) and John W.
Hughes (Trans Global's General Counsel) to our board of directors. We have also
agreed to use our best reasonable efforts to appoint Arnold Gumowitz to serve on
the executive committee. In addition, Arnold S. Gumowitz became Co-Chairman of
eGlobe, Gary Gumowitz was appointed President of eGlobe Development Corp., a
wholly owned subsidiary of eGlobe and John W. Hughes became a Senior Vice
President and General Counsel.
There can be no assurance that Trans Global will be successfully integrated
with the rest of the eGlobe organization, as discussed under the caption "Risk
Factors - We may not effectively manage Trans Global and we may not successfully
integrate the business of Trans Global into our organization."
EMPLOYEES
As of March 24, 2000, we employed three hundred and sixteen (316)
employees, as follows: seventy-nine (79) in Denver, Colorado, two (2) in
Tarrytown, New York, nine (9) in Washington, D.C., twenty-eight (28) in Reston,
Virginia; eight (8) in Atlanta, Georgia, fourteen (14) in Seattle, Washington,
thirty-three (33) in San Jose and Los Angeles, California, fifty-nine (59) in
Kansas City, Missouri, and Minneapolis, Minnesota, three (3) in Miami, Florida,
two (2) in Raleigh, North Carolina, thirty-eight (38) in New York, New York, one
(1) in Nyon, Switzerland, seven (7) in Silkeborg, Denmark, ten (10) in Hong
Kong, fifteen (15) in Taipei, Taiwan, two (2) in Singapore, one (1) in Brussels,
Belgium, four (4) in Godalming, United Kingdom and one (1) in Limassol, Cyprus.
We also engage a consultant to manage our office in Cairo and a consultant in
our London office. We are not subject to any collective bargaining agreement and
believe that our relationships with our employees are good. Geographic business
segment information for the year ended December 31, 1999 can be found in Note 12
to the Consolidated Financial Statements.
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RISK FACTORS
We caution you that our performance is subject to risks and uncertainties.
There are a variety of important factors like those that follow that may cause
our future results to differ materially from those projected in any of our
forward-looking statements made in this Annual Report on Form 10-K or otherwise.
WE HAVE INCURRED SIGNIFICANT LOSSES AND WE MAY NOT BE ABLE TO BECOME
PROFITABLE IN THE FUTURE.
LOSSES. We incurred a net loss of $51.5 million for the year ended December
31, 1999 and a net loss of $7.1 million for the nine months ended December 31,
1998, of which $25.7 million and $5.6 million, respectively, is primarily due to
increased costs and expenses related to growth, acquisition costs and other
non-cash charges. We continue to incur operating losses and are likely to report
net losses for the next year, due in part to large non-cash charges for goodwill
and other intangibles amortization and amortization of the value of warrants
associated with financings, as discussed in the section entitled "Management's
Discussion and Analysis of Financial Condition and Results of Operations."
ABILITY TO BECOME PROFITABLE. Our ability to achieve profitability and
positive cash flow depends upon many factors, including our ability to increase
revenue while maintaining or reducing costs. A variety of factors, both external
and internal, may keep us from succeeding in increasing or maintaining revenue
or achieving or sustaining economies of scale and positive cash flow in the
future, and our failure to do so could prevent or delay us from becoming
profitable. If we do not become profitable in the future, the value of our
shares could fall and we could have difficulty obtaining funds to continue our
operations.
WE COULD BE REQUIRED TO CUT BACK OUR OPERATIONS IF WE ARE UNABLE TO OBTAIN
NEEDED FUNDING.
We estimate we will need to raise up to $66.0 million to have sufficient
working capital to run our business, acquire assets and technology, repay
indebtedness primarily incurred in connection with acquisitions, upgrade our
facilities, develop new services, continue to fund certain anticipated operating
losses and meet the cash obligations through the end of 2000. To the extent that
we spend more on acquisitions or service development, our need for additional
financing will increase. Should we be unsuccessful in our efforts to raise
additional capital, we will be required to curtail our expansion plans or we may
be required to cut back or stop operations. There can be no assurance that we
will raise additional capital or generate funds from operations sufficient to
meet our obligations and planned requirements.
WE HAVE BEEN, AND WILL CONTINUE TO BE, SUBJECT TO LARGE AND NON-CASH
ACCOUNTING CHARGES.
During the twelve months ended December 31, 1999, and nine months ended
December 31, 1998, we recorded significant charges totaling $25.7 million and
$5.6 million respectively; resulting from allowance for doubtful accounts
increase of $2.4 million and $0.8, amortization of goodwill and other
intangibles primarily related to acquisitions of $7.1 million and $0.2 million,
deferred compensation to employees of acquired companies of $1.6 million and
$0.4 million, depreciation and amortization of $5.1 million and $2.1 million,
amortization of debt discounts of $5.2 million and $0.3 million, settlements
costs of $0.0 million and $1.0 million, proxy-related litigation settlement
costs of $0.0 million and $0.1 million, loss on early retirement of debt of $1.9
million and $0.0 million and interest expense, net of the amortization of debt
discounts related to debt, of $2.4 million and $0.7 million.
WE MAY NOT EFFECTIVELY MANAGE TRANS GLOBAL AND WE MAY NOT SUCCESSFULLY
INTEGRATE THE BUSINESS OF TRANS GLOBAL INTO OUR ORGANIZATION.
Managing Trans Global as part of our organization is critical to the
potentially beneficial impact of our recently completed acquisition. Trans
Global's business could decrease or stagnate if we do not effectively manage
Trans Global as an integral part of our organization. We may have difficulty
integrating Trans Global, assimilating the new employees and implementing
reporting, monitoring and forecasting procedures. In addition, the continuing
integration of Trans Global may divert management attention from our existing
businesses and may result in additional administrative expense.
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WE MAY NOT BE ABLE TO SUCCESSFULLY INTEGRATE ACQUIRED COMPANIES INTO OUR
OPERATIONS, WHICH COULD SLOW OUR GROWTH.
Since December 1998, we have completed nine acquisitions or joint ventures.
Completed acquisitions and joint ventures include:
o IDX, a voice over Internet protocol company, in December 1998;
o UCI, a calling card services company in Greece, in December 1998;
o Telekey, a card based provider of enhanced communications services, in
February 1999;
o the assets of Connectsoft, a developer of unified messaging software, in
June 1999;
o Swiftcall, the owner of a network operating center, in July 1999;
o iGlobe, a supplier of Internet protocol services, particularly voice over
Internet protocol in the Latin American market effective on August 1,
1999 and closing on October 14, 1999;
o a joint venture to operate ORS, a transaction support services and call
center, with Outsourced Automated Services and Integrated Solutions, in
September 1999;
o Coast, a provider of enhanced long-distance interactive voice and
Internet services, in December 1999; and
o Trans Global, a provider of long distance telephone service, in March
2000.
As a result of these acquisitions and joint venture we added 163 employees
and 13 operating locations. This does not include call center representatives
leased under a services contract for ORS who are neither employees of eGlobe or
ORS. We may have difficulty integrating these companies, assimilating the new
employees and implementing reporting, monitoring and forecasting procedures. In
addition, the continuing integration of these companies may divert management
attention from our existing businesses and may result in additional
administrative expense. We acquired these companies subject to a variety of
existing obligations. Moreover, in our due diligence investigation of these
companies, we may not have discovered all matters of a material nature relating
to these companies and their businesses.
WE DEPEND ON THE COMPANIES WE ACQUIRE TO EXPAND OUR MARKETS, OPERATIONS,
NETWORKS AND SERVICES.
As part of our business strategy, we will continue to evaluate strategic
acquisitions of businesses and to pursue joint ventures principally relating to
our current operations. These transactions commonly involve certain risks,
including, among others, that:
o we may experience difficulty in assimilating acquired operations,
services, products and personnel, which may slow our revenue growth;
o we may not be able to successfully incorporate acquired technology and
rights into our service offerings and maintain uniform standards,
controls, procedures and policies; and
o we may not be able to locate or acquire appropriate companies at
attractive prices.
Expected benefits from future acquisitions may not be realized, revenues of
acquired companies may be lower than expected, and operating costs or customer
loss and business disruption may be greater than expected.
Additional acquisitions may require additional capital resources. We may
not have timely access to additional financing sources on acceptable terms. If
we do not, we may not be able to expand our markets, operations, facilities,
network and services through acquisitions as we intend.
WE MAY HAVE TO LOWER PRICES OR SPEND MORE MONEY TO COMPETE EFFECTIVELY
AGAINST COMPANIES WITH GREATER RESOURCES THAN US, WHICH COULD RESULT IN LOWER
REVENUES.
Our industry is intensely competitive and rapidly evolving. The
communications industry is dominated by companies much larger than us, with much
greater name recognition, larger customer bases and financial, personnel,
marketing, engineering, technical and other resources substantially greater than
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ours. To the extent that these companies offer services similar to and priced
competitively with our services, there likely would be a negative effect on our
pricing which would result in lower revenues. In addition, several other
companies have offered or have announced intentions to offer enhanced
communications services similar to certain of the enhanced services we plan to
offer. To the extent that such entities are successful in offering superior
services or introducing credible service offerings before we do, we likely would
be adversely affected and such effects could be material. We expect new types of
products and services not yet announced or available in the marketplace to be
developed and introduced which will compete with the services we offer today and
plan to offer.
RAPID TECHNOLOGICAL AND MARKET CHANGES CREATE SIGNIFICANT RISKS FOR US.
Communications technology is changing rapidly. These changes influence the
demand for our services. We need to be able to anticipate these changes and to
develop new and enhanced products and services quickly enough for the changing
market. We, like others in our industry, believe it will be necessary to offer a
suite of enhanced business communications services, and that those companies
which do not offer acceptable services in a timely manner will not be able to
compete successfully. We may not be able to keep up with rapid technological and
market changes and we may not be able to offer acceptable new services in a
timely manner to be able to compete successfully. In addition, others may
develop services or technologies that will render our services or technology
noncompetitive or obsolete.
IF WE FAIL TO CREATE AND MAINTAIN STRATEGIC RELATIONSHIPS WITH
INTERNATIONAL CARRIERS, OUR REVENUES WILL DECLINE.
Relations with international carriers enable us to offer additional
services that we cannot offer on our own and to offer our services to a larger
customer base than we could otherwise reach through our direct marketing
efforts. We believe international relationships and alliances are important and
that such relationships will be even more important as providers add new
services. Our success depends in part on our ability to maintain and develop
such relationships, the quality of these relationships and the ability of these
strategic partners to market services effectively. Our failure to maintain and
develop such relationships or our strategic partners' failure to market our
services successfully could lower our sales, delay product launches and hinder
our growth plans.
WE RELY ON IP VOICE TELEPHONY, THE REGULATION OF WHICH IS CHANGING AND
UNCERTAIN AND MAY NEGATIVELY AFFECT OUR BUSINESS.
Since IP telephony is a recent market development, the regulation of IP
telephony is still evolving. A number of countries currently prohibit IP
telephony. Other countries permit but regulate IP telephony. In the U.S., the
FCC has stated that some forms of IP telephony appear to be similar to
traditional telephone services, but the FCC has not decided whether, or how, to
regulate providers of IP telephony. In addition, several efforts have been made
to enact U.S. federal legislation that would either regulate or exempt from
regulation services provided over the Internet. State public utility commissions
also may retain intrastate jurisdiction and could initiate proceedings to
regulate the intrastate aspects of IP telephony.
If governments prohibit or regulate IP telephony we could be subject to a
variety of regulatory requirements or penalties, including without limitation,
orders to cease operations or to limit future operations, loss of licenses or of
license opportunities, fines, seizure of equipment and, in some jurisdictions,
criminal prosecution. The revenue and/or profit generated from IP telephony may
have become a significant portion of our overall revenue and/or profit at the
time IP telephony is regulated and/or curtailed. Any of the developments
described above could have a material adverse effect on our business, operating
results and financial condition.
DURING 1999 WE HAVE SIGNIFICANTLY INCREASED OUR OUTSTANDING SHARES OF
CAPITAL STOCK AND YOU LIKELY WILL SUFFER FURTHER DILUTION.
Since December 1998, we issued 15 separate series of convertible preferred
stock, eight of which remain outstanding. We also granted warrants to providers
of bridge loans, the former IDX stockholders, investors in various financings
and the lender in a $20 million debt placement. As a result, the number
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of shares of common stock on a fully-diluted basis has increased from 17.8
million shares as of November 1, 1998 to 111.6 million shares as of April 3,
2000. These figures exclude employee and director options and assume conversion
of all preferred stock and convertible debt, exercise of all options and
warrants and achievement of all earnout provisions related to acquisitions by
companies acquired as of February 1, 2000. This has resulted in a significant
reduction in the respective percentage interests of eGlobe and voting power held
by our stockholders other than those purchasing additional stock in the recent
financings. We expect to issue additional shares of capital stock in connection
with further financings, acquisitions and joint ventures.
THE CONVERSION OF OUTSTANDING PREFERRED STOCK MAY HAVE A SIGNIFICANT
NEGATIVE EFFECT ON THE PRICE OF OUR COMMON STOCK.
Each class of preferred stock we have issued is convertible into shares of
our common stock. The conversion prices at which the preferred stock converts
into common stock may adjust below the market price of our common stock in some
circumstances. The conversion price may adjust if we sell common stock or
securities convertible into common stock for less than the conversion price. To
the extent the preferred stockholders convert and then sell their common stock,
the common stock price may decrease due to the additional shares in the market.
The conversion of the convertible preferred stock may result in substantial
dilution to the interests of other holders of common stock since each holder of
convertible preferred stock may ultimately convert and sell the full amount
issuable on conversion.
WE HAVE ONLY LIMITED PROTECTION OF PROPRIETARY RIGHTS AND TECHNOLOGY.
We rely primarily on a combination of intellectual property laws and
contractual provisions to protect our proprietary rights and technology.
However, these laws and contractual provisions provide only limited protection.
Unauthorized parties may copy our technology, reverse engineer our software or
otherwise obtain and use information we consider proprietary. In addition, the
laws of some foreign countries do not protect our proprietary rights to the same
extent as the laws of the U.S. Our means of protecting our proprietary rights
and technology may not be adequate. In addition, it is likely that our
competitors will independently develop similar technology and that we will not
have any rights under existing laws to prevent the introduction or use of such
technology.
WE ARE EXPOSED TO RISKS OF INFRINGEMENT CLAIMS.
Many patents, copyrights and trademarks have been issued in the
telecommunication service area. We believe that in the ordinary course of our
business third parties may claim that our current or future products or services
infringe the patent, copyright or trademark rights of such third parties. We
cannot ensure that actions or claims alleging patent, copyright or trademark
infringement will not be brought against us, or that, if such actions are
brought, we will ultimately prevail. Any such claims, regardless of their merit,
could be time consuming, result in costly litigation, cause delays in
introducing new or improved products or services, require us to enter into
royalty or licensing agreements, or cause us to stop using the challenged
technology, trade name or service mark at potentially significant expense to us.
If our key technology is found to infringe the intellectual property rights of
others, it could have a material adverse effect on our business, financial
condition and results of operations.
OUR OPERATING PLATFORMS AND SYSTEMS MAY FAIL OR BE CHANGED, EXPOSING OUR
BUSINESS TO DOWNTIME.
Our operations depend upon protecting and maintaining our operating
platforms and central processing center against damage, technical failures,
unauthorized intrusion, computer viruses, natural disasters, sabotage and
similar events. We cannot ensure that an event would not cause the failure of
one or more of our communications platforms or even our entire network. Such an
interruption could have a material adverse effect on our business, financial
condition and results of operations. In addition, customers or others may assert
claims of liability against us as a result of any such interruption.
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THE LOSS OF KEY PERSONNEL COULD WEAKEN OUR TECHNICAL AND OPERATIONAL
EXPERTISE, DELAY OUR INTRODUCTION OF NEW SERVICES OR ENTRY INTO NEW MARKETS AND
LOWER THE QUALITY OF OUR SERVICE.
Our success depends upon the continued efforts of our senior management
team and our technical, marketing and sales personnel. We believe our continued
success will depend to a significant extent upon the efforts and abilities of
Christopher J. Vizas, our Co-Chairman and Chief Executive Officer (who joined us
in December 1997), and other key executives. We also believe that to be
successful we must hire and retain highly qualified engineering personnel. In
particular, we rely on key employees to design and develop our proprietary
operating platforms and related software, systems and services.
Competition in the recruitment of highly qualified personnel in the
telecommunications services industry is intense. Hiring employees with the
skills and attributes required to carry out our strategy can be extremely
competitive and time-consuming. We may not be able to retain or successfully
integrate existing personnel or identify and hire additional qualified
personnel. If we lose the services of key personnel or are unable to attract
additional qualified personnel, our business could be materially and adversely
affected. We do not have key-man life insurance.
OUR BUSINESS IS EXPOSED TO REGULATORY, POLITICAL AND OTHER RISKS ASSOCIATED
WITH INTERNATIONAL BUSINESS.
We conduct a significant portion of our business outside the U. S. and
accordingly, derive a portion of our revenues and accrue expenses in foreign
currencies. Accordingly, our results of operations may be materially affected by
international events and fluctuations in foreign currencies. We do not currently
employ foreign currency controls or other financial hedging instruments.
Our international operations and business expansion plans are also subject
to a variety of government regulations, currency fluctuations, political
uncertainties and differences in business practices, staffing and managing
foreign operations, longer collection cycles in certain areas, potential changes
in tax laws, and greater difficulty in protecting intellectual property rights.
Governments may adopt regulations or take other actions, including raising
tariffs, that would have a direct or indirect adverse impact on our business
opportunities within such governments' countries. Furthermore, from time to
time, the political, cultural and economic climate in various national markets
and regions of the world may not be favorable to our operations and growth
strategy.
OUR BUSINESS IS SUBJECT TO REGULATORY RISKS THAT MAY RESULT IN INCREASED
COSTS OR AFFECT OUR ABILITY TO RUN OUR BUSINESS.
We are subject to regulation in many jurisdictions. Our business is subject
to risks that changes in regulation may increase our costs or otherwise affect
our ability to run the business.
U.S. FEDERAL REGULATION. Under current FCC policy, we are considered a
non-dominant common carrier and, as a result, are subject to lesser regulation
than common carriers classified as dominant. We must have an authorization from
the FCC to provide international services, and must file tariffs at the FCC
setting forth the terms and conditions under which we provide certain
international and domestic services. We believe that these and other regulatory
requirements impose a relatively minimal burden on us at the present time.
However, we cannot ensure that the current U.S. regulatory environment and the
present level of FCC regulation will continue, or that we will continue to be
classified as non-dominant.
OTHER GOVERNMENT REGULATION. In most countries where we operate, equipment
cannot be connected to the telephone network without appropriate approvals, and
therefore, we must obtain such approval to install and operate our operating
platforms or other equipment. In most jurisdictions where we conduct business we
rely on our local partner to obtain the requisite authority. Relying on local
partners causes us to depend entirely upon the cooperation of the telephone
utilities with which we have made arrangements for our authority to conduct
business, as well as some of our operational and administrative requirements.
Any telephone utility could cease to accommodate our requirements at any time.
Depending upon the location of the telephone utility, this action could have a
material adverse effect on our business and prospects. Such relationships may
not continue and governmental authorities may seek to regulate our services or
require us to obtain a license to conduct our business.
34
<PAGE>
OUR STOCK PRICE WILL FLUCTUATE, AND COULD DECLINE SIGNIFICANTLY AS A RESULT
OF VOLATILITY IN TELECOMMUNICATIONS STOCKS.
Market prices for securities of telecommunications services companies have
generally been volatile. Since our common stock has been publicly traded, the
market price of our common stock has fluctuated over a wide range and may
continue to do so in the future. The market price of our common stock could be
subject to significant fluctuations in response to various factors and events,
including, among other things:
o the depth and liquidity of the trading market for our common stock;
o quarterly variations in actual or anticipated operating results;
o growth rates;
o changes in estimates by analysts;
o market conditions in the industry;
o announcements by competitors;
o regulatory actions; and
o general economic conditions.
In addition, the stock market has from time to time experienced significant
price and volume fluctuations, which have particularly affected the market
prices of the stocks of high-technology companies and which may be unrelated to
the operating performance of particular companies. Furthermore, our operating
results and prospects from time to time may be below the expectations of public
market analysts and investors. Any such event could result in a decline in the
price of our common stock.
PROVISIONS IN OUR CHARTER AND BYLAWS AND IN DELAWARE LAW COULD DISCOURAGE
TAKEOVER ATTEMPTS WE OPPOSE EVEN IF OUR STOCKHOLDERS MIGHT BENEFIT FROM A CHANGE
IN CONTROL OF eGLOBE.
Our restated certificate of incorporation allows our Board of Directors to
issue up to ten million shares of preferred stock and to fix the rights,
privileges and preferences of those shares without any further vote or action by
the stockholders. The rights of the holders of the common stock will be subject
to, and may be adversely affected by, the rights of the holders of any shares of
preferred stock that we may issue in the future. Any issuances of preferred
stock in the future could have the effect of making it more difficult for a
third party to acquire a majority of our outstanding voting stock. In addition,
our restated certificate of incorporation divides our board of directors into
three classes serving staggered three year terms which may have the effect of
delaying or preventing changes in control or of our management. Our certificate
of incorporation also imposes an ownership limit of 30% (40% on a fully diluted
basis) on stockholders except where the stockholder makes a tender offer
resulting in the stockholder owning 85% or more of our outstanding common stock,
or receives prior approval of our board of directors. Further, as a Delaware
corporation, we are subject to section 203 of the Delaware General Corporation
Law. This section generally prohibits us from engaging in mergers and other
business combinations with stockholders that beneficially own 15% or more of our
voting stock, or with their affiliates, unless our directors or stockholders
approve the business combination in the prescribed manner. These provisions may
discourage any attempt to obtain control of us by merger, tender offer or proxy
contest or the removal of incumbent management.
ITEM 2 - PROPERTIES
Our corporate headquarters are located in Washington, D.C. in a leased
facility consisting of approximately 11,000 square feet. We also own a facility
at 4260 East Evans Avenue, Denver, Colorado, consisting of approximately 14,000
square feet, which we purchased in December 1992. In addition, we lease office
space for sales and operations at the following locations: New York, New York;
Tarrytown, New York; London, England, Cairo, Egypt; Paris, France; Brussels,
Belgium; Nyon, Switzerland; Hong Kong, H.K.; Silkeborg, Denmark; Godalming,
United Kingdom; Washington, D.C.; Reston, Virginia; Atlanta, Georgia; Denver,
Colorado; Miami, Florida; Los Angeles and San Jose, California; Kansas City,
Missouri; Minneapolis, Minnesota; Seattle, Washington; Taipei, Taiwan; and
Limassol, Cyprus. The New York, New York facility is owned by Arnold Gumowitz,
our Co-Chairman of the Board, as discussed under the caption, "Certain
Relationships and Related Transactions." The London facility houses a
35
<PAGE>
Nokia DX220 switch. We own a Gemini STM-1 IRU between our London, England and
New York, New York switching complexes. In addition, we lease cable facilities
between London, England and Cairo, Egypt and between New York, New York and Los
Angeles, California. We also have an office in Raleigh, North Carolina where two
employees are starting up a calling card operation. We believe that our existing
facilities are adequate for operations over the next year.
ITEM 3 - LEGAL PROCEEDINGS
The following information sets forth information relating to material legal
proceedings involving us and certain of our executive officers and directors.
From time to time, we and our executive officers and directors become subject to
litigation which is incidental to and arises in the ordinary course of business.
Other than as set forth herein, there are no material pending legal proceedings
involving us or our executive officers and directors.
AMERICAN INTERNATIONAL TELEPHONE V. EXECUTIVE TELECARD, LTD. This suit was
filed in July 1999 in the Supreme Court of New York, New York County and
concerns a transmission vendor seeking to collect approximately $300,000. We,
as successor to Executive Telecard, Ltd., have substantial counterclaims and
are vigorously defending this suit.
MCI WORLDCOM, INC. LITIGATION. In October 1999, MCI WorldCom filed suit
against us in the District Court, City and County of Denver, Colorado seeking in
excess of $2,500,000 pursuant to various service contracts. We dispute the
amount allegedly owed based on erroneous invoices, the quality of service
provided and unfair and deceptive billing practices. Moreover, we have filed a
counterclaim alleging significant offsets, among other items. We will continue
to vigorously defend this suit and prosecute our counterclaims.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On March 23, 2000, we held a special meeting of stockholders (the "Special
Meeting"). At the Special Meeting, our stockholders took the following actions:
1. SHARE ISSUANCE.
Our stockholders approved the issuance of up to 40,000,000 shares of common
stock, par value $0.01, to the stockholders of Trans Global in a merger under
which Trans Global became our wholly owned subsidiary and the deposit of
2,000,000 shares of common stock into escrow in relation to the merger.
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
- -------------- --------- --------
<S> <C> <C>
26,447,926 251,058 27,502
</TABLE>
2. AMENDMENT OF RESTATED CERTIFICATE OF RESTATED CERTIFICATE OF INCORPORATION.
Our stockholders adopted an amendment to our Restated Certificate of
Incorporation increasing the authorized number of shares of common stock
available for issuance from 100,000,000 to 200,000,000.
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
- -------------- --------- --------
<S> <C> <C>
26,269,703 425,912 30,871
</TABLE>
3. AMENDMENT OF EMPLOYEE STOCK OPTION AND APPRECIATION RIGHTS PLAN.
Our stockholders adopted an amendment to our 1995 Employee Stock Option and
Appreciation Rights Plan to increasing the number of shares authorized under the
plan from 3,250,000 to 7,000,000.
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
- -------------- --------- ---------
<S> <C> <C>
25,876,407 744,965 105,114
</TABLE>
4. THE RIGHT TO CONVERT.
Our stockholders approved a proposal to allow the preferred stock issued in
our recent acquisition of Coast International, Inc. to become convertible into
up to 3,220,000 shares of eGlobe common stock.
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
- -------------- --------- --------
<S> <C> <C>
25,788,524 463,118 474,844
</TABLE>
36
<PAGE>
eGLOBE, INC.
PART II
ITEM 5 - MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
A. MARKET INFORMATION
Since September 19, 1998, except between August 17, 1999 and August 20,
1999, when our common stock was listed on the OTC Bulletin Board, our common
stock traded on the Nasdaq National Market under the symbol "EGLO." Prior to
this time, beginning on December 1, 1989, our common stock traded on the Nasdaq
National Market under the symbol "EXTL." The following table reflects the high
and low prices reported on the Nasdaq National Market for each quarter listed.
<TABLE>
<CAPTION>
HIGH LOW
---------- -------
<S> <C> <C>
Quarter Ended June 30, 1998 .................................... 4 1/4 2 1/32
Quarter Ended September 30, 1998 ............................... 3 9/16 1 9/16
Quarer Ended December 31, 1998 ................................. 2 1/2 1 1/4
Quarter Ended March 31, 1999 ................................... 3 5/16 1 1/2
Quarter Ended June 30, 1999 .................................... 5 3/4 2 5/8
Quarter Ended September 30, 1999 ............................... 3 27/32 1 9/16
Quarter Ended December 31, 1999 ................................ 4 7/16 2 3/8
Quarter Ended March 31, 2000 ................................... 13 7/8 5
</TABLE>
B. RECENT SALES OF UNREGISTERED SECURITIES
During the twelve month period ended December 31, 1999, we offered and sold
the following equity securities that were not registered under the Securities
Act:
1. On January 12, 1999, we concluded a private placement of $3 million with an
institutional investor pursuant to which we sold 30 shares of our Series D
Preferred Stock and granted warrants to purchase (a) 112,500 shares of our
common stock at an exercise price of $.01 per share and (b) 60,000 shares of
our common stock at an exercise price of $1.60 per share. We used the
proceeds of such private placement for general corporate purposes and/or
working capital expenses incurred in the ordinary course of business.
2. On January 12, 1999, we granted Gerard Klauer Mattison & Co., Inc. warrants
to purchase 331,125 share of common stock as consideration for services
provided.
3. On February 12, 1999, we issued 1,010,000 shares of our Series F Preferred
Stock, and paid $125,000 in cash and $150,000 in promissory notes in
exchange for all of the stock of Telekey. In addition, we agreed to issue at
least 505,000 and up to 1,010,000 shares of our Series F Preferred Stock two
years later, subject to Telekey's meeting certain revenue and EBITDA tests.
4. On February 16, 1999, we concluded a private placement of $5 million with
EXTL Investors pursuant to which we sold 50 shares of our Series E Preferred
Stock and granted warrants to purchase (a) 723,000 shares of our common
stock at an exercise price of $2.125 per share and (b) 277,000 shares of our
common stock at an exercise price of $.01 per share. We used the proceeds of
such private placement for general corporate purposes and/or working capital
expenses incurred in the ordinary course of business.
5. On March 23, 1999, we issued 431,729 shares of our common stock and granted
warrants to purchase 43,173 shares of our common stock at an exercise price
of $.01 per share to the former IDX stockholders in payment of the first
convertible subordinated promissory note in the original principal amount of
$1,000,000 issued in connection with our acquisition of IDX.
6. On March 31, 1999, we issued 125,000 shares of our common stock and granted
warrants to purchase (a) 40,000 shares of our common stock at an exercise
price of $1.00 per share and (b) 40,000 shares of our common stock at an
exercise price of $1.60 per share to an existing stockholder in payment of a
promissory note in the original principal amount of $200,000.
37
<PAGE>
7. In April 1999, we granted warrants to purchase 1,500,000 shares (1,000,000
of which have expired) of our common stock at an exercise price of $.01 per
share to EXTL Investors LLC in connection with a $7 million loan to our
wholly owned subsidiary, eGlobe Financing Corporation.
8. In May 1999, we concluded a private placement of $2 million with an
institutional investor pursuant to which we sold 20 shares of our Series D
Preferred Stock and granted warrants to purchase (a) 75,000 shares of our
common stock at an exercise price of $.01 per share, (b) 40,000 shares of
our common stock at an exercise price of $1.60 per share and (c) 76,923
shares of our common stock at an exercise price of $.01 per share. We used
the proceeds of such private placement for general corporate purposes and/or
working capital expenses incurred in the ordinary course of business.
9. On June 2, 1999, we granted Gerard Klauer Mattison & Co., Inc. warrants to
purchase 85,470 shares of common stock as consideration for services
provided.
10. On June 17, 1999, we issued one share of Series G Preferred Stock as part of
the consideration for certain assets of Connectsoft Communications
Corporation and Connectsoft Holding Corp. Such security subsequently has
been exchanged for a different security.
11. In July 1999, we issued 140,599 shares of our common stock to the former IDX
preferred stockholders in payment of the convertible subordinated promissory
note in the original principal amount of $418,024 plus accrued interest
issued in connection with our acquisition of IDX.
12. In July 1999, we issued (a) 500,000 shares of Series H Preferred Stock in
exchange for 500,000 shares of Series B Preferred Stock, (b) new warrants to
purchase up to 1,250,000 (subsequently renegotiated to 1,087,500) shares of
common stock in exchange for the IDX Warrants, and (c) 400,000 shares of
Series I Preferred Stock in exchange for $4.0 million in interest bearing
convertible subordinated promissory notes.
13. In June 1999, we issued 54,473 shares of our common stock to Fleming
Fogtmann in connection with the settlement of certain claims.
14. On August 25, 1999, we concluded a private sale of $250,000 with an existing
stockholder, Seymour Gordon, pursuant to which we sold 160,257 shares of our
common stock and granted warrants to purchase 60,000 shares of our common
stock at an exercise price of $1.00 per share. We used the proceeds of such
private sale for general corporate purposes and/or working capital expenses
incurred in the ordinary course of business.
15. On August 30, 1999, we issued (a) 416,595 shares of our common stock to
Gerard Klauer Mattison & Co., Inc. upon its exercise of warrants granted in
January 1999 and June 1999 and (b) 100,000 shares of our common stock to
Vintage Products, Ltd. upon its exercise of warrants granted in January 1999
and June 1999. We used the proceeds of such warrant exercise for general
corporate purposes and/or working capital expenses incurred in the ordinary
course of business.
16. In August 1999, we issued 30 shares of Series K Preferred Stock to American
United Global, Inc. in exchange for its holding of 1 share of our Series G
Preferred Stock.
17. On September 9, 1999, we issued 151,923 shares of our common stock to
Vintage Products, Ltd. upon its exercise of warrants granted in January 1999
and June 1999. We used the proceeds of such warrant exercise for general
corporate purposes and/or working capital expenses incurred in the ordinary
course of business.
18. On September 3, 1999, we issued an aggregate of 500,000 shares of our common
stock to Julie, Jeffrey, James, Jami and Janet Jensen upon their exercise of
warrants granted to EXTL Investors on April 9, 1999. We used the proceeds of
such warrant exercise for general corporate purposes and/or working capital
expenses incurred in the ordinary course of business.
19. On September 20, 1999, as a contribution to eGlobe/Oasis LLC, we issued (a)
1,500,000 shares of our common stock and (b) warrants to purchase an
indefinite number of shares of common stock, subject to ORS meeting certain
revenue and EBITDA tests.
20. On October 14, 1999, we issued 1 share of our Series M Preferred Stock to
Highpoint, and assumed $2.8 million of liabilities in exchange for all of
the stock of iGlobe.
38
<PAGE>
21. On October 15, 1999, we closed a private placement of $1.9 million with
various accredited investors pursuant to which we issued 1,895 shares of our
Series N Preferred Stock and granted warrants to purchase (a) 46,588 shares
of our common stock at an exercise price of $3 per share and (b) 172,460
shares of our common stock at an exercise price of $5 per share. We used the
proceeds of such private placement for general corporate purposes and/or
working capital expenses incurred in the ordinary course of business.
22. On October 15, 1999, we issued an aggregate of 25,778 shares of our common
stock to David Skriloff and Simon Strauss upon their conversion of shares of
Series N Preferred Stock issued to them on October 15, 1999. We used the
proceeds of such conversion for general corporate purposes and/or working
capital expenses incurred in the ordinary course of business.
23. In November of 1999 we issued 40 shares of our Series J Preferred Stock to
EXTL Investors as prepayment of $4.0 million of senior secured notes.
24. On November 24, 1999, we closed a private placement of $750,000 with Empire
CM and Empire CP pursuant to which we issued 750 shares of our Series N
Preferred Stock and granted warrants to purchase 82,831 shares of our common
stock at an exercise price of $5 per share. We used the proceeds of such
private placement for general corporate purposes and/or working capital
expenses incurred in the ordinary course of business.
25. On November 26, 1999, we issued an aggregate of 276,090 shares of our common
stock to Empire CM and Empire CP upon their conversion of shares of Series N
Preferred Stock issued to them on November 24, 1999.
26. On December 3, 1999, we issued 16,100 shares of our Series O Preferred Stock
and 882,904 shares of our common stock to the former stockholder of Coast in
exchange for all of the stock of Coast.
27. On December 10, 1999, we closed a private placement of $25,000 pursuant to
which we issued 25 shares of our Series N Preferred Stock and granted
warrants to purchase 2,761 shares of common stock at an exercise price of $5
per share.
28. In January 2000 we closed a private placement of $525,000 pursuant to which
we issued 525 shares of our Series N Preferred Stock and granted warrants to
purchase 46,618 shares of common stock at an exercise price of $7.50 per
share. We used the proceeds of such private placement for general corporate
purposes and/or working capital expenses incurred in the ordinary course.
29. On December 12, 1999, we issued 526,063 shares of our common stock to
Swiftcall Holding (USA), Ltd., the former stockholder of Swiftcall, as
payment of the first purchase price installment under the Swiftcall purchase
agreement.
30. On December 16, 1999, we issued 430,128 shares of our common stock to
various members of our senior management team upon exercise of options.
These employees issued notes receivable to us for the exercise of the
options.
31. On December 29, 1999, we issued 1,087,500 shares of our common stock to
Vintage Products, Ltd. upon its conversion of shares of Series D Preferred
Stock.
32. On January 3, 2000, we issued an aggregate of 1,209,584 shares of our common
stock to the former stockholders of Telekey upon their conversion of shares
of Series F Preferred Stock.
33. On January 12, 2000, we issued 500,000 shares of our common stock to IDT
Corporation upon its exercise of warrants granted in connection with its
$7,500,000 loan in February 1998. We used the proceeds of such warrant
exercise for general corporate purposes and/or working capital expenses
incurred in the ordinary course of business.
34. On January 13, 2000, we issued 150,726 shares of our common stock to various
accredited investors upon their conversion of shares of Series N Preferred
Stock.
35. On January 14, 2000, we issued 1,087,500 shares of our common stock to
Vintage Products upon its conversion of shares of Series D Preferred Stock.
36. On January 19, 2000, we issued 1,450,000 shares of our common stock to
Vintage Products upon its conversion of shares of Series D Preferred Stock.
39
<PAGE>
37. On January 26, 2000, we issued 390,302 shares of our common stock to various
accredited investors upon their conversion of shares of Series N Preferred
Stock.
38. On January 28, 2000, we issued 15,000 shares of our Series P Preferred Stock
and warrants to purchase 375,000 shares of our common stock to RGC
International Investors LDC. We used the proceeds of such offering for
working capital purposes and integration of Trans Global.
39. On January 31, 2000, we issued 2,352,941 shares of common stock to EXTL
Investors upon the automatic conversion of the Series E Preferred Stock.
40. On January 31, 2000, we issued 3,262,500 shares of our common stock to the
former IDX stockholders upon the automatic conversion of the Series H
Preferred Stock.
41. On January 31, 2000, we issued 1,923,077 shares of our common stock to
American United Global, Inc. upon the automatic conversion of the Series K
Preferred Stock.
42. On January 31, 2000, we issued 2,564,102 shares of common stock to EXTL
Investors upon the automatic conversion of the Series J Preferred Stock.
43. On February 14, 2000, we issued 166,304 shares of common stock upon
conversion of the Series I Preferred Stock.
44. On March 17, 2000, we issued 4,000 shares of our Series Q Preferred Stock
and warrants to purchase 150,000 shares of our common stock to RGC
International Investors LDC. We used the proceeds of such offering for
working capital purposes.
45. On March 23, 2000, we issued 40,000,000 shares of our common stock to the
stockholders of Trans Global in exchange for all of the outstanding stock of
Trans Global, 2,000,000 of which were placed in escrow. We issued another
2,000,000 shares that were placed in escrow in connection with the same
transaction.
Each issuance of securities described above was made in reliance on the
exemption from registration provided by Section 4(2) or Regulation S of the
Securities Act as a transaction by an issuer not involving any public offering.
The recipients of securities in each such transaction represented their
intention to acquire the securities for investment only and not with a view to
or for sale in connection with any distribution thereof and appropriate legends
were affixed to the share certificates issued in such transactions. All
recipients had adequate access, through their relationships with eGlobe, to
information about us.
See "Executive Compensation" for information regarding the grant of options
to purchase shares of Common Stock to some of our employees under our 1995
Employee Stock Option and Appreciation Rights Plan as partial consideration for
the execution of employment, confidentiality and non-competition agreements and
to our directors under the Director Stock Option Plan as consideration for
services provided.
C. HOLDERS
The approximate number of holders of our common stock as of March 24, 2000
was in excess of 17,000 record and beneficial owners.
D. DIVIDENDS
We have not paid or declared any cash dividends on our common stock since
our inception and do not anticipate paying any cash dividends on our common
stock in the near future. We declared a ten percent (10%) common stock split,
effected in the form of a stock dividend, on June 30, 1995 and distributed it on
August 25, 1995 to stockholders of record as of August 10, 1995. On May 21,
1996, we declared another ten percent (10%) stock split, effected in the form of
a stock dividend. Stockholders of record as of June 14, 1996 received the
dividend on August 5, 1996.
Our payment of cash dividends is currently restricted under the terms of
our debt facility with EXTL Investors and our ability to pay dividends to
holders of our common stock is restricted under the terms of the Series M
Preferred Stock, the Series O Preferred Stock, the Series P Preferred Stock and
the Series Q Preferred Stock. Each of these series of our convertible preferred
stock accrues dividends. In all cases,
40
<PAGE>
the dividends accrue until declared and paid by us. No dividends may be granted
on common stock or any preferred stock ranking junior to any senior preferred
stock until all accrued but unpaid dividends on the senior preferred stock are
paid in full.
ITEM 6 -- SELECTED CONSOLIDATED FINANCIAL INFORMATION
The following is a summary of selected consolidated financial data for the
periods ended as of the dates indicated. Effective with the period ended
December 31, 1998, we converted to a December 31 fiscal year end. Therefore, the
historical period ended December 31, 1998 represents a nine-month period as
compared to the twelve-month fiscal years ended December 31, 1999 and March 31,
1998, 1997 and 1996.
The following financial information should be read in conjunction with, and
is qualified in its entirety by reference to, our Consolidated Financial
Statements and the related Notes, and the "Management's Discussion and Analysis
of the Financial Condition and Results of Operations" section appearing
elsewhere in this annual report on Form 10-K.
<TABLE>
<CAPTION>
FOR THE YEAR FOR THE NINE
ENDED MONTHS ENDED
DECEMBER 31, DECEMBER 31, FOR THE YEARS ENDED MARCH 31,
---------------- -------------- ------------------------------------------------
1999(1) 1998(2) 1998 1997 1996
<S> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENT OF
OPERATIONS DATA:
Net Revenues ............................... $ 42,002,000 $ 22,491,000 $ 33,123,000 $ 33,994,000 $ 30,298,000
Income (Loss) from Operations .............. (41,955,000) (5,939,000) (5,701,000) 2,423,000 3,098,000
Other Income (Expense) ..................... (7,612,000) (1,151,000) (5,949,000) (1,401,000) 70,000
Net Income (Loss) Before Extraordinary Item. (49,567,000) (7,090,000) (13,290,000) 774,000 2,853,000
Loss on Early Retirement of Debt ........... (1,901,000) -- -- -- --
Net Income (Loss) .......................... (51,468,000) (7,090,000) (13,290,000) 774,000 2,853,000
Preferred Stock Dividends .................. (11,930,000) -- -- -- --
Net Income (Loss) Attributable to
Common Stockholders ....................... (63,398,000) (7,090,000) (13,290,000) 774,000 2,853,000
Weighted Average Shares Outstanding
Basic ..................................... 20,611,000 17,737,000 17,082,000 15,861,000 15,850,000
Diluted ................................... 20,611,000 17,737,000 17,082,000 16,159,000 15,850,000
Net Earnings (Loss) per Common Share (Basic
and Diluted);(3)(4)
Net Earnings (Loss) Before
Extraordinary Item ....................... $ (2.99) $ (0.40) $ (0.78) $ 0.05 $ 0.18
Loss on Early Retirement of Debt .......... $ (0.09) $ -- $ -- $ -- $ --
Net Earnings (Loss) Per Share ............. $ (3.08) $ (0.40) $ (0.78) $ 0.05 $ 0.18
</TABLE>
<TABLE>
<CAPTION>
AS OF AS OF
DECEMBER 31, DECEMBER 31, AS OF MARCH 31,
-------------- -------------- ---------------------------------------------
1999(1) 1998(2) 1998 1997 1996
-------------- -------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
CONSOLIDATED BALANCE SHEET
DATA:
Cash and Cash Equivalents .............. $ 1,093,000 $ 1,508,000 $ 2,391,000 $ 2,172,000 $ 950,000
Total Assets ........................... 86,615,000 36,388,000 22,900,000 23,680,000 16,732,000
Long-Term Obligations .................. 11,830,000 1,237,000 7,736,000 9,738,000 2,151,000
Total Liabilities, Minority Interest and
Redeemable Common Stock ............... 58,140,000 31,045,000 15,780,000 15,720,000 9,692,000
Total Stockholders' Equity ............. 28,475,000 5,343,000 7,120,000 7,960,000 7,040,000
</TABLE>
- ------------------
(1) Includes the results of operations from the date of acquisition for the
February 12, 1999 acquisition of Telekey, the June 17, 1999 acquisition of
Connectsoft, the August 1, 1999 effective acquisition of iGlobe, the
September 20, 1999 acquisition of ORS and the December 2, 1999 acquisition
of Coast.
(2) Includes the results of operations from the date of acquisition for the
December 2, 1998 acquisition of IDX and the December 31, 1998 acquisition of
UCI.
(3) Based on the weighted average number of shares outstanding during the
period. Basic and diluted earnings (loss) per common share is the same for
all periods presented.
41
<PAGE>
(4) The weighted average number of shares outstanding during the periods has
been adjusted to reflect a ten percent (10%) stock split, effected in the
form of stock dividends and distributed August 5, 1996.
ITEM 7 -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion contains, in addition to historical information,
forward-looking statements that involve risks and uncertainties. Our actual
results may differ significantly from the results discussed in the
forward-looking statements.
GENERAL
During 1998 and 1999 we have restructured and refocused our business and
implemented a new, broader services strategy. A fundamental part of that
strategy has been to actively acquire companies which add new services and
technology to assist us in achieving our goal of becoming a premier outsource
provider of applications that globally connect the telephone to the Internet.
Most of the services and technologies needed to achieve our goal were acquired
through acquisitions. As a result of our restructuring and our acquisitions, we
believe that we are reaching our goal and can now offer services such as
Internet protocol transmission services, telephone portal services and unified
messaging services. We provide our global outsourced services primarily to
national or former national telecommunications companies, to competitive
telephone companies in liberalized markets and to Internet service providers.
Beginning in December 1998 and throughout 1999, we completed eight
acquisitions. The following highlights significant business events for us
primarily as a result of these acquisitions.
o In 1998 and 1999, we extended our global technology platforms to enable us
to offer multiple products that allow the customer to utilize the Internet
through a telephone, including IP voice and fax capabilities and unified
messaging products and services.
o In 1998, we made two principal investments in technology to allow us to
achieve our vision - the acquisition of IDX for our underlying voice over
the Internet technology and the investment in a technology license for our
unified messaging service (see discussion of Connectsoft below).
o We changed our year-end to a calendar year-end, beginning with the nine
month period ended December 31, 1998.
o To gain greater control over the development of the technology, we acquired
a unified messaging technology company, Connectsoft Communications (now
Vogo) in mid-1999.
o In 1999, we acquired companies that added a network operating center,
switches and call center operations needed to expand our business and to
offer the highest quality services to our customers.
o We acquired a specialty calling card business in early 1999.
o We acquired operations in late 1999 that allowed us to expand our voice
over Internet protocol operations into Latin American. We acquired
satellite transponder space, uplink and downlink facilities and key
relationships with several major carriers within Latin America.
o We signed a definitive purchase agreement for an acquisition that closed at
the end of March 2000 and provided us with significant network, revenues,
key relationships within the Caribbean and the Middle East and a number of
new members of our senior management team.
Prior to January 1999, we had one business segment, Card Services. As a
result of the above acquisitions, we have added several new segments: Network
Services, Enhanced Services, Customer Care, Retail Services and have rolled Card
Services into Enhanced Services. We are reporting these as business segments for
1999. Network Services includes our IP voice and fax capabilities and our toll
free services. Enhanced Services consists of global IP-based enhanced services
including, unified messaging, telephone portal, our clearing and settlement
services and our combined IVR (Interactive Voice Response) and IDR (Interactive
Data Response) services and our legacy global card services enhancement
business. Customer Care consists of our state-of-the-art calling center for
eGlobe services and other customers, including customer care for a number of
e-commerce companies. Retail Services primarily consists of our domestic
long-distance and Internet service provider business acquired as part of the
Coast acquisition.
Our first acquisitions occurred in December of 1998, and our legacy
domestic long-distance business had minimal activity in 1998. Therefore only one
business segment, Card Services, was reported prior to 1999.
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<PAGE>
The extensive acquisition activity, the addition of new lines of business,
the organic growth of these new lines, the change in year-end, the change in
revenue and expense mix and the raising of new financing discussed below and
rate changes have caused our financial information to no longer be comparable to
the prior periods. The following table lists the acquisitions in chronological
order, by acquisition date. This table also identifies the acquisition with a
segment or segments and provides revenue comparisons for the year ended December
31, 1999 as compared to the nine-month period ended December 31, 1998 and to the
year ended March 31, 1998.
<TABLE>
<CAPTION>
REVENUE
-------------------------------------------
FOR THE
FOR THE YEAR NINE MONTHS FOR THE YEAR
ENDED ENDED ENDED
(IN THOUSANDS) DATE OF BUSINESS DECEMBER 31, DECEMBER 31, MARCH 31,
ACQUIRED COMPANY ACQUISITION SEGMENT 1999 1998 1998
- ---------------------------------- ------------- --------------- -------------- -------------- -------------
<S> <C> <C> <C> <C> <C>
eGlobe -- Card Services .......... Legacy Enhanced $16,840 $21,360 $31,819
Executive TeleCard, Inc. Legacy Retail 394 553 1,304
(TeleCall) ......................
IDX International, Inc. .......... Dec.-98 Network 15,690 578 --
UCI .............................. Dec.-98 Enhanced -- -- --
Telekey, Inc. .................... Feb.-99 Enhanced 2,968 -- --
Connectsoft (Vogo) ............... June-99 Enhanced 125 -- --
Swiftcall ........................ July-99 Network -- -- --
iGlobe, Inc. ..................... August-99 Network 3,608 -- --
Oasis Reservations Services Sept.-99 Customer Care 1,637 -- --
(ORS) ...........................
Interactive Media Works Dec.-99 Enhanced 133 -- --
(IMW) ...........................
Coast International, Inc ......... Dec.-99 Retail 607 -- --
------- ------- -------
Total Revenue for the period ..... $42,002 $22,491 $33,123
<CAPTION>
(IN THOUSANDS)
ACQUIRED COMPANY DESCRIPTION OF SERVICES
- ---------------------------------- ----------------------------------------
<S> <C>
eGlobe -- Card Services .......... Pre Paid and Global Post Paid Card
Services
Executive TeleCard, Inc. Domestic long-distance services
(TeleCall) ......................
IDX International, Inc. .......... Internet protocol
transmission services
UCI .............................. Development stage company in
Mediterranean region
Telekey, Inc. .................... Specialty calling card services
Connectsoft (Vogo) ............... Global unified messaging,
telephone portal services and a
technology license for unified
messaging technology
Swiftcall ........................ Network operating center
iGlobe, Inc. ..................... Latin American Internet protocol
transmission operations
Oasis Reservations Services Support services and call center
(ORS) ...........................
Interactive Media Works Interactive voice and Internet services
(IMW) ...........................
Coast International, Inc ......... Enhanced long-distance services
Total Revenue for the period .....
</TABLE>
For a detailed discussion of each acquisition and segment information, see
Notes 4 and 12 to the Consolidated Financial Statements.
In addition to the eight acquisitions completed in 1999 and 1998, we also
completed several debt and equity financings during 1999 from which we received
approximately $35.4 million in gross proceeds. In addition we received
approximately $1.0 million from the exercise of options and warrants and stock
purchases. These proceeds, which total approximately $36.4 million were used to
pay off debt, further invest in the growth of the businesses, pay down
outstanding liabilities and provide other support for ongoing operations. See
further discussion of the various debt financings in Note 5, "Notes Payable and
Long-Term Debt" and Note 7, "Related Party Transactions" to the Consolidated
Financial Statements. For further discussion of the various equity financings,
the exercise of warrants and the purchase of the common stock by an existing
investor, see Note 10, "Stockholders' Equity" to the Consolidated Financial
Statements. In January 2000, we completed a $15.0 million equity financing with
Rose Glen and in March 2000 we completed $4 million of an additional $10 million
in equity financing from Rose Glen. We have received $19.0 million of the total
financing. The balance will be made available upon the registration of the
underlying stock. See Note 16, "Subsequent Events" to the Consolidated Financial
Statements.
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<PAGE>
OVERVIEW
We incurred a net loss of $51.5 million, $7.1 million and $13.3 million for
the year ended December 31, 1999, the nine months ended December 31, 1998 and
the year ended March 31, 1998, respectively, of which $25.7 million, $5.6
million and $15.0 is attributable to the following charges to income:
<TABLE>
<CAPTION>
(NINE MONTHS)
DECEMBER 31, DECEMBER 31, MARCH 31,
1999 1998 1998
-------------- -------------- ----------
<S> <C> <C> <C>
Additional allowance for doubtful accounts ................................ $ 2.4 $ 0.8 $ 1.4
Amortization of goodwill and other intangibles (primarily related to
acquisitions) ............................................................ 7.1 0.2 0.2
Deferred compensation to employees of acquired companies .................. 1.6 0.4 --
Depreciation and amortization ............................................. 5.1 2.1 2.6
Interest expense net of the amortization of debt discounts related to debt 2.4 0.7 1.2
Amortization of debt discounts ............................................ 5.2 0.3 0.5
Loss on early retirement of debt .......................................... 1.9 -- --
Settlement costs .......................................................... -- 1.0 --
Proxy-related litigation settlement costs ................................. -- 0.1 3.9
Corporate realignment costs ............................................... -- -- 3.1
Additional provision for income taxes ..................................... -- -- 1.5
Other items ............................................................... -- -- 0.6
------- ------- -------
Total ................................................................... $ 25.7 $ 5.6 $ 15.0
======= ======= =======
</TABLE>
After deducting these items, the loss for the year ended December 31, 1999
was $25.8 million, compared to the loss of $1.5 million for the nine months
ended December 31, 1998, and net income of $1.7 million for the year ended March
31, 1998.
The principal factors for the losses incurred for the year ended December
31, 1999 are: (1) the incurrence of upfront costs to build out capacity to meet
our anticipated growth relating primarily to the traffic that will result from
the Trans Global acquisition, (2) the costs of integrating our acquisitions, (3)
headcount increases, and (4) legal and administrative charges principally
incurred to support the acquisition operations.
REVENUE
During 1999, 48% of our revenue was generated from Enhanced Services and
46% from Network Services. The predominant contributors to revenue for 1999 were
card enhancement services in Enhanced Services and voice over Internet protocol
transport services in Network Services. Most of our Enhanced Services revenue is
generated principally from providing various card services to customers under
contracted terms who are charged on a per call basis. Certain new offerings such
as unified messaging and telephone portal and the interactive voice and Internet
protocol services often have monthly subscriber charges in addition to per
transaction charges. The transaction charge for service is on a per call basis,
determined primarily by minutes of use and originating and terminating points of
call. The charging structure for Network Services is substantially similar to
that of card services. However, some contracts call for monthly minimums to be
paid for the monthly services to be provided. In prior years we also generated
revenue from other sources, generally sales of billing and platform systems and
non-recurring special projects.
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<PAGE>
As of year-end, December 31, 1999, Network Services and Enhanced Services
have generated equal amounts of revenue. However, the card enhancement services
element of the Enhanced Services segment has declined while the unified
messaging and telephone portal services have begun to realize initial revenues
to offset this decline and other Enhanced Services contributions.
COSTS
The principal component of the cost of revenue is transmission costs. We
continue to pursue strategies for reducing costs of transmissions. These
strategies include purchasing underlying capacity, increasing minutes to
generate economies of scale, establishing partnering arrangements with various
carriers, negotiating more cost-effective agreements with other carriers and
routing traffic to the lowest-cost, highest quality providers. Also in fiscal
year 1999 and thereafter, the strategy includes cost effective provisioning of
our own IP trunks.
Other components of operating costs are selling and administrative
expenses, which include personnel costs, consulting and legal fees, travel
expenses, bad debt allowances and other administrative expenses. Depreciation
and amortization expense includes the allocation of the cost of transmission
equipment, property and office equipment, and various intangible assets, which
include goodwill and intangibles arising principally from our acquisitions, over
their useful lives.
RESULTS OF OPERATIONS
Year Ended December 31, 1999 Compared to the Nine Month Period Ended
December 31, 1998 and the Year Ended March 31, 1998
Revenue. Our revenues for 1999 have increased to $42.0 million as compared
to $22.5 million for the nine months ended December 31, 1998. This represents a
40% increase in revenues when compared on an annualized basis with the prior
period, with Network Services ($19.3 million) and Enhanced Services ($20.1
million) being the primary contributing business segments. In contrast, our
revenues decreased to $22.5 million for the nine months ended December 31, 1998
as compared to $33.1 million of the year ended March 31, 1998. When annualized
for comparative purposes we experienced a 9% decline in revenue for the nine
months ended December 31, 1998 as compared to the year ended March 31, 1998. The
increase in revenue for 1999, as compared to the prior periods, is primarily due
to the addition of the Network Services segment. Part of the 1999 Network
Services revenue growth of $18.7 million can be attributed to the fact that the
network has continued to expand and is now in 30 countries. Approximately $3.0
million of the revenue for Enhanced Services is attributable to Telekey, which
was acquired in February 1999. Our call center operations since being acquired
in September 1999 have contributed $1.6 million in revenue. As anticipated by
management, unified messaging and telephone portal services did not generate
material revenues during the two month period subsequent to the initial
commercial launch of the service in October 1999. Offsetting a portion of the
increase in the 1999 revenue is a decline in the card enhancement services
revenue of 41% for the year ended December 31, 1999 as compared to the nine
month period ended December 31, 1998 (as annualized) and the 10% decline for the
nine month period ended December 31, 1998 as compared to the year ended March
31, 1998. The decline in the card services business resulted directly from a
combination of a precipitous decline in global prices over 1999 and a series of
management policy decisions that removed us from most aspects of the card
business in North America. These decisions led to the migration of customers off
our platforms and a decline in minutes and associated revenue as a result of
contract modifications to strengthen services and control.
Gross Profit. For the year ended December 31, 1999, the nine-month period
ended December 31, 1998, and the year ended March 31, 1998, gross profit was
$0.1 million (representing less than 1% of sales), $9.9 million (representing
44% of sales) and $14.3 million (representing 43% of sales), respectively. An
anticipated increase in the cost of revenue related to leases of capacity in the
Network Services segment and other up-front costs necessary to implement those
new routes and services was the key element behind this margin decline. As long
as the IP voice network of Network Services is being expanded with new routes
and services being added, such up-front costs will be incurred. It is also
expected that costs to build out the network to accommodate the threefold
increase in traffic from the Trans Global acquisition and the need to build out
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<PAGE>
routes for Latin America to grow iGlobe routes and services will contribute
negatively to gross margins through the first quarter of 2000. Also included in
the difference between the margins for the year ended December 31, 1999, as
compared to prior periods, are costs incurred primarily in the first quarter of
1999 due to pricing decisions, which led to large negative margins in some card
services contracts. We believe margins will improve as we more efficiently fill
our routes and obtain additional owned capacity through the Trans Global merger.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses totaled $28.2 million, $12.1 million and $14.0 million
for the year ended December 31, 1999, the nine months ended December 31, 1998
and the year ended March 31, 1998, respectively. Included in these costs is a
$2.4 million provision for doubtful accounts, compared to a $0.8 million
provision for the nine months ended December 31, 1998 and a $1.4 million
provision for the year ended March 31, 1998. Excluding these charges, other
selling, general and administrative expenses, principally salaries and related
expenses are averaging $6.5 million per quarter for the year ended December 31,
1999, $3.8 million per quarter for the nine months ended December 31, 1998 and
$3.2 million per quarter for the year ended March 31, 1998. The principal
factors for the 1999 increase of 71% in the quarterly average, as compared to
the nine month period ended December 31, 1998 are the incurrence of higher
personnel costs resulting from recruiting and upgrading management and additions
to the marketing staff in the 1998 period. Headcount increased from 199
employees in the beginning of the year to 276 at the end of the year, and is
principally due to acquisition activity. Of the employees added in 1999 and
before departures and/or terminations, 81% were added in the third and fourth
quarters of 1999 as the result of the iGlobe (33 employees) and ORS (3 full time
employees) acquisitions in the third quarter and the Coast (59 employees)
acquisition in the fourth quarter of 1999. As the operations of these acquired
companies are integrated, these costs as a percentage of revenue are expected to
continue to decrease.
Settlement Costs. As described in Note 7 to the Consolidated Financial
Statements for the year ended December 31, 1999, the nine months ended December
31, 1998, and the year ended March 31, 1998, we entered into a settlement
agreement with our then largest stockholder to resolve all current and future
claims. The difference in value between the convertible preferred stock issued
to the stockholder and the common stock surrendered by the stockholder was $1.0
million, which resulted in a non-cash charge to the statement of operations in
the quarter ended September 30, 1998.
Corporate Realignment Costs. We incurred various realignment costs during
the fiscal year ended March 31, 1998, resulting from the review of operations
and activities undertaken by new corporate management. These costs, which
totaled $3.1 million, include employee severance, legal and consulting fees and
the write down of certain investments made in our Internet service development
program. We did not incur realignment costs during the nine months ended
December 31, 1998 nor for the year ended December 31, 1999.
Deferred Compensation. These non-cash credits/charges totaled $1.6 million
for the year ended December 31, 1999 and $0.4 million for the nine months ended
December 31, 1998. This expense relates to stock allocated to employees of
acquired companies by their former owners out of acquisition consideration paid
by us. Such transactions, adopted by the acquired companies prior to
acquisition, require us to record the market value of the stock issuable to
employees as of the date of acquisition as compensation expense with a
corresponding credit to stockholders' equity and to continue to record the
effect of subsequent changes in the market price of the issuable stock until
actual issuance. Accordingly, deferred compensation in future reporting periods
will be reported based on changes in the market price of our common stock. See
Note 4 to the Consolidated Financial Statements for further discussion of
subsequent renegotiations of certain of these issuances.
Depreciation and Amortization Expense. These expenses increased to $12.2
million from $2.3 million and $2.8 million for the year ended December 31, 1999,
the nine months ended December 31, 1998 and the year ended March 31, 1998,
respectively. The increase is principally due to amortization charges of $7.1
million related to goodwill and other intangibles associated with the
acquisitions completed since December 1, 1998. The balance of the increase was
attributable to increases in the fixed assets of acquired companies.
Proxy Related Litigation Expense. During the nine month period ended
December 31, 1998, we incurred
46
<PAGE>
$0.1 million in proxy related litigation expenses as compared to $3.9 million
for the year ended March 31, 1998 related to the class action lawsuit for which
a settlement agreement was reached in April 1998. Of the amount recorded in the
year ended March 31, 1998, $3.5 million related to the value assigned to the
350,000 shares of common stock referred to above, which were valued at $10.00
per share pursuant to the terms of the settlement agreement. Such value related
to the Company's obligation under the Stipulation of Settlement to issue
additional stock if the market price of the Company's obligation under the
Stipulation of Settlement to issue additional stock if the market price of the
Company's stock was less than $10.00 per share during the defined periods. The
Company had no obligation to issue additional stock if its share price is above
$10.00 per share for fifteen consecutive days during the two year period after
all shares have been distributed to the Class. In March 2000, that condition was
satisfied and the Company has no further obligations under the Stipulation of
Settlement. All shares required to be issued under the settlement agreement were
issued to the class action litigants and we have no further obligations under
the settlement agreement.
Additionally, the Company settled with another stockholder related to the
same securities class action in May 1998 and issued that stockholder 28,700
shares of common stock at the market price at the date of settlement for a total
value of $81,000.
Interest Expense. Interest expense totaled $7.6 million for the year ended
December 31, 1999 as compared to $1.0 million for the nine months ended December
31, 1998 and $1.7 million for the year ended March 31, 1998. The increase was
primarily due to amortization of the debt discounts related to the value of the
warrants associated with acquisitions and financings and in part due to an
increase in debt.
Other Expense. We recorded a foreign currency transaction loss of $0.1
million during the year ended December 31, 1999 and the same amount for the nine
months ended December 31, 1998. For both periods these losses arose from foreign
currency cash and accounts receivable balances we maintained during the period
in which the U.S. dollar strengthened. For the year ended March 31, 1998, this
charge was $0.4 million. Our exposure to foreign currency losses is mitigated
due to the variety of customers and markets which comprise our customer base, as
well as geographic diversification of that customer base. In addition, the
majority of our largest customers settle their accounts in U.S. dollars.
Taxes on Income. No tax provision has been recorded for the year ended
December 31, 1999 nor for the nine months ended December 31, 1998 due to the
operating losses incurred. For the year ended March 31, 1998, we recorded a $1.6
million provision for income taxes based on the initial results of a
restructuring study, which identified potential international tax issues.
Settlements and payments made with various tax jurisdictions have decreased our
estimated remaining liabilities to $0.6 million as of December 31, 1999. We
continue to work with various jurisdictions to settle outstanding tax
obligations for prior years.
Loss on Early Retirement of Debt. In August 1999, we repaid $4.0 million
under the $20 million notes with EXTL Investors by issuing 40 shares of Series J
Preferred Stock. At the date of the exchange, the carrying value of the $4.0
million notes, net of the unamortized discount of approximately $1.9 million,
was approximately $2.1 million. The excess of the fair value of the Series J
Preferred Stock over the carrying value of the notes of $1.9 million was
recorded as an extraordinary loss on early retirement of debt during 1999.
LIQUIDITY, CAPITAL RESOURCES AND OTHER FINANCIAL DATA
As we continue our aggressive growth plan into the year 2000 and we intend
to pursue that plan into the foreseeable future, it will require large cash
demands and aggressive cash management. In meeting our objectives, we have
raised significant financing through a combination of issuances of preferred
stock, proceeds from the exercise of warrants and options and a significant debt
placement with one of our major stockholders. Cash and cash equivalents were
$0.9 million at December 31, 1999 compared to $1.4 million at December 31, 1998.
Accounts receivable, net, increased by $2.4 million to $9.3 million at December
31, 1999 from $6.9 million at December 31, 1998, mainly due to higher revenues
and acquisitions. Accounts payable and accrued expenses totaled $28.7 million at
December 31, 1999 (as compared to $12.0 million at December 31, 1998) resulting
principally from liabilities assumed through acquisitions for which the
outstanding balances as of the year ended December 31, 1999 approximate $14.7
million. In addition, the increase was in part due to deferrals of payments to
certain vendors. Cash outflows from operating activities for the year ended
December 31, 1999 totaled $21.7 million, compared to cash inflows of $3.6
million for the nine month period
47
<PAGE>
ended December 31, 1998, and was due primarily to our growth through
acquisitions and the effect that the acquisition activity had on operating
losses, resulting in overall lower gross margins and higher selling, general and
administrative expenses.
There was a net working capital deficiency of $30.5 million at December 31,
1999 compared to a deficiency of $21.0 million at December 31, 1998.
Cash outflows for investing activities during the year ended December 31,
1999 totaled $4.2 million, which was $1.1 million less than the cash outflow for
the nine months ended December 31, 1998. This decrease was due to lower 1999
purchases of property and equipment and no 1999 advances to non-affiliates
subsequently acquired as compared to 1998. This decrease was offset by our 1999
purchases of Telekey, Connectsoft, Swiftcall, iGlobe, ORS and Coast which
required approximately $2.8 million, as compared to $2.2 million required to
purchase IDX in 1998. See Note 4, "Business Acquisitions," to the Consolidated
Financial Statements for further discussion regarding these acquisitions.
Cash generated from financing activities totaled $25.4 million during the
year ended December 31, 1999 compared to $0.7 million during the nine months
ended December 31, 1998. This increase of $24.7 million was primarily due to our
receiving a financing commitment of $20.0 million in the form of long-term debt
with our largest stockholder ("Lender"). Under this arrangement, we initially
received an unsecured loan of $7.0 million until stockholder approval was
received. Upon stockholder approval in June 1999, the Lender purchased $20.0
million in secured notes with which we repaid the initial $7.0 million loan.
Under this agreement, we could borrow up to $20.0 million with monthly principal
and interest payments of $377,000 with a balloon payment of $8.6 million due in
June 2002. Also, under the agreement, the Lender provided an accounts receivable
revolver credit note ("Revolver") for an amount up to the lesser of (1) 50% of
eligible receivables (as defined) or (2) the aggregate amount of principal that
has been repaid to date. Principal and interest on the Revolver are payable on
the earliest to occur of (i) the third anniversary of the agreement, June 30,
2002, or (ii) the date of closing of a Qualified Offering as defined in the
agreement. In August, we agreed to issue to the Lender 40 shares of Series J
Preferred Stock as prepayment of $4.0 million of the outstanding $20.0 million.
The exchange was finalized in November 1999. Pursuant to the exchange agreement,
the $4.0 million is not subject to redraw under the Revolver. We also received
proceeds of $0.7 million from the exercise of warrants and $0.2 million from the
sale of common stock. These proceeds were offset by principal payments of $16.6
million on notes payable primarily consisting of the payment of $7.0 million on
the unsecured loan, as discussed earlier, and payment of $7.5 million on an
unsecured note due to a telecommunications company as well as payments of $0.9
million on capital leases. See Notes 5 and 7 to the Consolidated Financial
Statements for further discussion.
In the nine month period ended December 31, 1998, in addition to the $2.2
million paid in connection with the acquisition of IDX, the Company purchased
property and equipment of approximately $2.0 million and made other investments,
principally advances totaling $1.0 million to Connectsoft prior to acquisition.
The property and equipment expenditures were principally for upgrades and
additions to the global network of operating platforms. Cash generated from
financing activities totaled $0.7 million during the nine month period ended
December 31, 1998, mainly due to proceeds from a $1.0 million loan from an
existing stockholder received in June 1998, which was payable in December 1999
and subsequently extended to April 2000.
On an operating level we are continuing to renegotiate our relationship
with an entity that was formerly one of our largest customers. As of December
31, 1999, 9.1% of our net accounts receivable of $9.3 million was due from this
entity to which extended credit terms have been granted. The new arrangement,
once finalized, will establish payment terms and sales growth, which will assure
more effective and timely collection of receivables from the customer and will
permit renewed growth in the customer's business. This arrangement will also
assist in the collection of certain amounts due to us under the extended credit
terms.
Current Funding Requirements. Current funds will not permit us to achieve
the growth, both short and long-term, that management is targeting. That growth
will require additional capital. The plan under which we are currently operating
requires substantial additional funding from April 2000 through the end of the
year 2000 of up to $66.0 million. We anticipate that this capital will come from
a combination of financings that could consist of debt, private equity, a public
follow-on offering, or a line of credit facility during the year, with
48
<PAGE>
the possibility that the amount of financing could be diminished by secured
equipment-based financings. The funding requirements as discussed below do
account for some anticipated synergies as the result of the recently completed
acquisition of Trans Global.
Even if we meet our projections for becoming EBITDA (Earnings Before
Interest, Taxes, Depreciation and Amortization) positive at the end of second
quarter of 2000, we will still have capital requirements through December 2000.
We need to fund the pre-existing liabilities and note payable obligations and
the purchase of capital equipment, along with financing our growth plans to meet
the needs of our announced acquisition program, including the Trans Global
merger.
For the first quarter of 2000, we have met our initial cash requirements
from (1) proceeds from the exercise of options and warrants of $2.4 million, (2)
proceeds of $0.5 million from the sale of Series N Preferred Stock, (3) proceeds
of $15.0 million from the sale of Series P Convertible Preferred Stock, and (4)
proceeds of $4.0 million from the sale of Series Q Convertible Preferred Stock.
These capital transactions are discussed below.
o During January 2000 and thereafter, we have received proceeds, totaling
$2.4 million, from the exercise of various options and warrants. These
exercises occurred primarily as a result of the improvement in our stock
price during the month of January 2000 and as sustained thereafter.
o In January 2000, we have received proceeds of approximately $0.5 million
from the sale of Series N Preferred Stock. See Note 16 to the Consolidated
Financial Statements for further discussion.
o On January 27, 2000, we received proceeds of $15.0 million from the sale of
Series P Convertible Preferred Stock. See Note 16 to the Consolidated
Financial Statements for further discussion.
o On March 17, 2000, we receive proceeds of $4.0 million from the sale of
Series Q Convertible Preferred Stock. We will receive an addition $6.0
million in proceeds immediately upon the effectiveness of the registration
of the common stock underlying the Series Q Preferred Stock.
In addition to the firm commitments discussed previously, we are proceeding
with other financing opportunities, which have not been finalized. We have a
variety of opportunities in both the debt and equity market to raise the
necessary funds which we need to achieve our growth plan through the end of the
year 2000.
There is a risk that we will not reach breakeven as projected and will
continue to incur operating losses. If this occurs and should we be unsuccessful
in our efforts to raise additional funds to cover such losses, then our growth
plans would have to be sharply curtailed and our business would be adversely
affected.
Taxes. During 1998, we undertook a study to simplify our organizational and
tax structure and identified potential international tax issues. In connection
with this study, we determined that we had potential tax liabilities and
recorded an additional tax provision of $1.6 million in the year ended March 31,
1998 to reserve against liabilities which could have arisen under the existing
structure. We initiated discussions with the Internal Revenue Service ("IRS")
related to the U.S. Federal income tax issues identified by the study and filed
with the IRS returns for eGlobe for the years ended March 31, 1991 through 1998
reflecting these findings. The IRS has accepted our returns and has decided not
to audit these returns. We have paid all taxes associated with these returns and
all interest invoiced by the IRS to date. Neither the final outcome of this
process or the outcome of any other issues can be predicted with certainty.
As of December 31, 1999, we have recorded a net deferred tax asset of $26.7
million and have approximately $57.9 million of U.S. and foreign net operating
loss carryforwards available. We have recorded a valuation allowance equal to
the net deferred tax asset as management has not been able to determine that it
is more likely than not that the deferred tax asset will be realized based in
part on the foreign operations and availability of the operating loss
carryforwards to offset U.S. and foreign tax provisions. Such carryforwards
expire in various years through 2019 and are subject to limitation under the
Internal Revenue Code of 1986, as amended and are subject to foreign local
limitations. See Note 11 to the Consolidated Financial Statements regarding
further discussion of taxes on income.
Effect of Inflation. We believe that inflation has not had a material
effect on the results of operations to date.
49
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ACCOUNTING ISSUES
Recent Accounting Pronouncements -- The Financial Accounting Standards
Board ("FASB") has issued SFAS No. 133, "Accounting for Derivative Instruments
and Hedging Activities." SFAS No. 133 requires companies to record derivatives
on the balance sheet as assets or liabilities, measured at fair market value.
Gains or losses resulting from changes in the values of those derivatives are
accounted for depending on the use of the derivative and whether it qualifies
for hedge accounting. The key criterion for hedge accounting is that the hedging
relationship must be highly effective in achieving offsetting changes in fair
value or cash flows. SFAS No. 133, as extended by SFAS No. 137, is effective for
fiscal years beginning after June 15, 2000 and is currently not applicable to us
because we do not enter into hedging or derivative transactions.
ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
We measure our exposure to market risk at any point in time by comparing
the open positions to a market risk of fair value. The market prices we use to
determine fair value are based on management's best estimates, which consider
various factors including: closing exchange prices, volatility factors and the
time value of money. At December 31, 1999, we were exposed to some market risk
through interest rates on our long-term debt and preferred stock and foreign
currency. At December 31, 1999, our exposure to market risk was not material.
See "Management's Discussion and Analysis of Financial Condition and Results of
Operations."
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements of eGlobe, Inc., including our
consolidated balance sheets as of December 31, 1999 and 1998, and consolidated
statements of operations, stockholders' equity, comprehensive loss and cash
flows for the year ended December 31, 1999, for the nine months ended December
31, 1998, and for the fiscal year ended March 31, 1998, and notes to
consolidated financial statements, together with a report thereon of BDO
Seidman, LLP, dated March 24, 2000, except for information included in Notes 10
and 18, which are as of April 6, 2000 are attached hereto as pages F-1 through -
F-58.
50
<PAGE>
eGLOBE, INC.
ITEM 8 - FINANCIAL STATEMENTS
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
<TABLE>
<S> <C>
CONSOLIDATED FINANCIAL STATEMENTS:
Report of Independent Certified Public Accountants ...................................... F-2
Consolidated Balance Sheets as of December 31, 1999 and 1998 ............................ F-3
Consolidated Statements of Operations for the Year Ended December 31, 1999, the Nine
Months Ended December 31, 1998 and the Year Ended March 31, 1998 ...................... F-4
Consolidated Statements of Stockholders' Equity for the Year Ended December 31, 1999,
the Nine Months Ended December 31, 1998 and the Year Ended March 31, 1998 ............. F-5
Consolidated Statements of Comprehensive Loss for the Year Ended December 31, 1999,
the Nine Months Ended December 31, 1998 and the Year Ended March 31, 1998 ............. F-6
Consolidated Statements of Cash Flows for the Year Ended December 31, 1999, the Nine
Months Ended December 31, 1998 and the Year Ended March 31, 1998 ...................... F-7
Summary of Accounting Policies .......................................................... F-8 - F-15
Notes to Consolidated Financial Statements .............................................. F-16 - F-58
SCHEDULE -- II -- Valuation and Qualifying Accounts ...................................... F-59
</TABLE>
F-1
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors and Stockholders
eGlobe, Inc.
Washington, D.C.
We have audited the accompanying consolidated balance sheets of eGlobe, Inc. and
subsidiaries as of December 31, 1999 and 1998 and the related consolidated
statements of operations, stockholders' equity, comprehensive loss and cash
flows for the year ended December 31, 1999, the nine months ended December 31,
1998 and the year ended March 31, 1998. We have also audited the schedule listed
in the accompanying index. These financial statements and schedule are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements and schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and schedule are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements and
schedule. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
presentation of the financial statements and schedule. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of eGlobe, Inc. and
subsidiaries at December 31, 1999 and 1998, and the results of their operations
and their cash flows for the year ended December 31, 1999, the nine months ended
December 31, 1998 and the year ended March 31, 1998, in conformity with
generally accepted accounting principles.
Also, in our opinion, the schedule presents fairly, in all material respects,
the information set forth therein.
-----------------------------
/S/ BDO SEIDMAN, LLP
March 24, 2000, except for Notes 10 and 18,
which are as of April 6, 2000
Denver, Colorado
F-2
<PAGE>
eGLOBE, INC.
CONSOLIDATED BALANCE SHEETS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
DECEMBER 31, 1999 1998
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS (Note 7)
CURRENT:
Cash and cash equivalents ............................................................... $ 935,000 $ 1,407,000
Restricted cash ......................................................................... 158,000 101,000
Accounts receivable, less allowance of $3,001,000 and $986,000 for doubtful accounts..... 9,290,000 6,851,000
Prepaid expenses ........................................................................ 1,356,000 249,000
Other current assets .................................................................... 639,000 245,000
- -------------------------------------------------------------------------------------------------------------------------
TOTAL CURRENT ASSETS ..................................................................... 12,378,000 8,853,000
PROPERTY AND EQUIPMENT, net of accumulated depreciation and amortization (Notes 1 and 5) . 25,919,000 13,152,000
GOODWILL, net of accumulated amortization of $1,572,000 and $140,000 (Note 4)............. 24,904,000 11,865,000
OTHER INTANGIBLE ASSETS, net of accumulated amortization of $6,466,000 and $786,000 (Note 2) 21,674,000 241,000
OTHER:
Advances to non-affiliate, subsequently acquired (Note 4) ............................... -- 971,000
Deposits ................................................................................ 1,659,000 519,000
Other assets ............................................................................ 81,000 787,000
- -------------------------------------------------------------------------------------------------------------------------
TOTAL OTHER ASSETS ....................................................................... 1,740,000 2,277,000
- -------------------------------------------------------------------------------------------------------------------------
TOTAL ASSETS ............................................................................. $ 86,615,000 $ 36,388,000
- -------------------------------------------------------------------------------------------------------------------------
LIABILITIES, MINORITY INTEREST IN LLC, REDEEMABLE COMMON STOCK AND
STOCKHOLDERS' EQUITY
CURRENT:
Accounts payable ........................................................................ $ 18,029,000 $ 5,798,000
Accrued expenses (Note 3) ............................................................... 10,657,000 6,203,000
Income taxes payable (Note 11) .......................................................... 560,000 1,915,000
Notes payable and current maturities of long-term debt (Note 5) ......................... 6,813,000 13,685,000
Notes payable and current maturities of long-term debt-related parties (Note 7) ......... 4,676,000 1,154,000
Deferred revenue ........................................................................ 1,331,000 486,000
Other liabilities ....................................................................... 796,000 567,000
- -------------------------------------------------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES ................................................................ 42,862,000 29,808,000
LONG-TERM DEBT, net of current maturities (Note 5) ....................................... 3,529,000 1,237,000
LONG-TERM DEBT - RELATED PARTIES, net of current maturities (Note 7) .................... 8,301,000 --
- -------------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES ........................................................................ 54,692,000 31,045,000
- -------------------------------------------------------------------------------------------------------------------------
COMMITMENTS AND CONTINGENCIES (Notes 3, 4, 9, 10, 11, 13, 14 and 16)
MINORITY INTEREST IN LLC (Note 4) ........................................................ 2,748,000 --
REDEEMABLE COMMON STOCK (Note 7) ......................................................... 700,000 --
STOCKHOLDERS' EQUITY (Note 10):
Preferred stock, all series, $.001 par value, 10,000,000 and 5,000,000 shares
authorized, 1,927,791 and 500,075 shares outstanding ................................... 2,000 1,000
Common stock, $.001 par value, 100,000,000 shares authorized, 29,580,604 and 16,362,966
shares outstanding ..................................................................... 30,000 16,000
Stock to be issued ...................................................................... 2,624,000 --
Notes receivable ........................................................................ (1,210,000) --
Additional paid-in capital .............................................................. 106,576,000 33,975,000
Accumulated deficit ..................................................................... (80,034,000) (28,566,000)
Accumulated other comprehensive income (loss) ........................................... 487,000 (83,000)
- -------------------------------------------------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY ............................................................... 28,475,000 5,343,000
- -------------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES, MINORITY INTEREST IN LLC, REDEEMABLE COMMON STOCK AND STOCKHOLDERS' $ 86,615,000 $ 36,388,000
EQUITY
- -------------------------------------------------------------------------------------------------------------------------
See accompanying summary of accounting policies and notes to consolidated financial statements.
</TABLE>
F-3
<PAGE>
eGLOBE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
NINE MONTHS
YEAR ENDED ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31, MARCH 31,
1999 1998 1998
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
REVENUE (Note 12) ....................................................... $ 42,002,000 $ 22,491,000 $ 33,123,000
COST OF REVENUE ......................................................... 41,911,000 12,619,000 18,866,000
- ---------------------------------------------------------------------------------------------------------------------------------
GROSS PROFIT ............................................................ 91,000 9,872,000 14,257,000
- ---------------------------------------------------------------------------------------------------------------------------------
COSTS AND EXPENSES:
Selling, general and administrative .................................... 28,235,000 12,139,000 14,049,000
Deferred compensation related to acquisitions (Note 4).................. 1,566,000 420,000 --
Depreciation and amortization .......................................... 5,133,000 2,055,000 2,584,000
Amortization of goodwill and other intangible assets ................... 7,112,000 201,000 186,000
Settlement costs (Note 7) .............................................. -- 996,000 --
Corporate realignment expense (Note 3) ................................. -- -- 3,139,000
- ---------------------------------------------------------------------------------------------------------------------------------
TOTAL COSTS AND EXPENSES ................................................ 42,046,000 15,811,000 19,958,000
- ---------------------------------------------------------------------------------------------------------------------------------
LOSS FROM OPERATIONS .................................................... (41,955,000) (5,939,000) (5,701,000)
- ---------------------------------------------------------------------------------------------------------------------------------
OTHER INCOME (EXPENSE):
Interest expense ....................................................... (7,561,000) (1,018,000) (1,651,000)
Interest income ........................................................ 52,000 60,000 46,000
Foreign currency transaction loss ...................................... (99,000) (131,000) (410,000)
Minority interest in loss (Note 4) ..................................... 26,000 -- --
Proxy related litigation expense (Note 8) .............................. -- (119,000) (3,901,000)
Other income (expense), net ............................................ (30,000) 57,000 (33,000)
- ---------------------------------------------------------------------------------------------------------------------------------
TOTAL OTHER EXPENSE ..................................................... (7,612,000) (1,151,000) (5,949,000)
- ---------------------------------------------------------------------------------------------------------------------------------
LOSS BEFORE TAXES ON INCOME AND EXTRAORDINARY ITEM ...................... (49,567,000) (7,090,000) (11,650,000)
TAXES ON INCOME (Note 11) ............................................... -- -- 1,640,000
- ---------------------------------------------------------------------------------------------------------------------------------
NET LOSS BEFORE EXTRAORDINARY ITEM ...................................... (49,567,000) (7,090,000) (13,290,000)
LOSS ON EARLY RETIREMENT OF DEBT (Note 7) ............................... (1,901,000) -- --
- ---------------------------------------------------------------------------------------------------------------------------------
NET LOSS ................................................................ (51,468,000) (7,090,000) (13,290,000)
PREFERRED STOCK DIVIDENDS (Note 10) ..................................... (11,930,000) -- --
- ---------------------------------------------------------------------------------------------------------------------------------
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS ............................ $ (63,398,000) $ (7,090,000) $ (13,290,000)
- ---------------------------------------------------------------------------------------------------------------------------------
NET LOSS PER SHARE (BASIC AND DILUTED) (Note 6):
Net loss before extraordinary item ..................................... $ (2.99) $ (0.40) $ (0.78)
Loss on early retirement of debt ....................................... (0.09) -- --
- ---------------------------------------------------------------------------------------------------------------------------------
NET LOSS PER SHARE (Note 6) ............................................. $ (3.08) $ (0.40) $ (0.78)
- ---------------------------------------------------------------------------------------------------------------------------------
WEIGHTED AVERAGE SHARES OUTSTANDING (Note 6) ............................ 20,610,548 17,736,654 17,082,495
- ---------------------------------------------------------------------------------------------------------------------------------
See accompanying summary of accounting policies and notes to consolidated financial statements.
</TABLE>
F-4
<PAGE>
eGLOBE, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEAR ENDED DECEMBER 31, 1999, THE NINE MONTHS ENDED DECEMBER 31, 1998
AND THE YEAR ENDED MARCH 31, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PREFERRED STOCK
-----------------------
SHARES AMOUNT
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
BALANCE, APRIL 1, 1997 .................................................................. -- $ --
Stock issued in lieu of cash payments .................................................... -- --
Stock issued in connection with private placement, net (Notes 7 and 10) .................. -- --
Stock to be issued (Note 8) .............................................................. -- --
Exercise of stock appreciation rights .................................................... -- --
Issuance of warrants to purchase stock (Note 10) ......................................... -- --
Foreign currency translation adjustment .................................................. -- --
Net loss for the year .................................................................... -- --
- -------------------------------------------------------------------------------------------------------------------
BALANCE, MARCH 31, 1998 ................................................................. -- --
Stock issued in connection with litigation settlement (Note 8) ........................... -- --
Stock issued to common escrow (Note 8) ................................................... -- --
Issuance of warrants to purchase stock (Note 7) .......................................... -- --
Stock issued in connection with acquisitions (Notes 4 and 10) ............................ 500,000 1,000
Exchange of common stock for Series C Preferred Stock (Notes 7 and 10) ................... 75 --
Deferred compensation costs (Note 4) ..................................................... -- --
Foreign currency translation adjustment .................................................. -- --
Net loss for the period .................................................................. -- --
- -------------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 1998 .............................................................. 500,075 1,000
Issuance of warrants to purchase stock (Notes 4, 5, 7 and 10) ............................ -- --
Stock issued in connection with acquisitions, net of $135,000 premium amortization
(Note 4)................................................................................ 1,026,101 1,000
Stock to be issued in connection with acquisitions (Note 4) .............................. -- --
Stock issued in connection with debt repayments, net of costs of $40,000 (Notes 5 and 7).. 40 --
Stock issued in connection with private placements, net of costs of $2,084,000 (Note 10).. 2,770 --
Value of beneficial conversion feature on Preferred Stocks and debt, net of unamortized
portion of $1,085,000 (Notes 7 and 10).................................................... -- --
Value of increase in conversion feature of Series B Preferred (Note 4) ................... -- --
Exchange of Series C Preferred for common stock, net of dividend of $2,215,000 and costs
of $118,000 (Note 7) ..................................................................... (75) --
Exchange of Series G Preferred for Series K Preferred (Notes 4 and 10) ................... 30 --
Exchange of Series B Preferred and Notes for Series H and I Preferred, net of dividends
of $4,600,000 and $18,000 (Note 4)........................................................ 400,000 --
Deferred compensation costs (Notes 4 and 10) ............................................. -- --
Exercise of stock options and warrants (Note 10) ......................................... -- --
Conversion of Series D and N Preferred into common stock, including conversion of
dividends of $240,000 (Note 10)........................................................... (1,150) --
Stock to be issued for dividends ......................................................... -- --
Cumulative Preferred Stock dividends ..................................................... -- --
Amortization of discounts (premium) on Preferred Stocks .................................. -- --
Other issuances and registration costs ................................................... -- --
Foreign currency translation adjustment .................................................. -- --
Net loss for the year .................................................................... -- --
- -------------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 1999 .............................................................. 1,927,791 $ 2,000
- -------------------------------------------------------------------------------------------------------------------
<CAPTION>
COMMON STOCK
---------------------------
SHARES AMOUNT
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
BALANCE, APRIL 1, 1997 .................................................................. 15,861,240 $ 16,000
Stock issued in lieu of cash payments .................................................... 42,178 --
Stock issued in connection with private placement, net (Notes 7 and 10) .................. 1,425,000 1,000
Stock to be issued (Note 8) .............................................................. -- --
Exercise of stock appreciation rights .................................................... 18,348 --
Issuance of warrants to purchase stock (Note 10) ......................................... -- --
Foreign currency translation adjustment .................................................. -- --
Net loss for the year .................................................................... -- --
- -----------------------------------------------------------------------------------------------------------------------
BALANCE, MARCH 31, 1998 ................................................................. 17,346,766 17,000
Stock issued in connection with litigation settlement (Note 8) ........................... 28,700 --
Stock issued to common escrow (Note 8) ................................................... 350,000 --
Issuance of warrants to purchase stock (Note 7) .......................................... -- --
Stock issued in connection with acquisitions (Notes 4 and 10) ............................ 62,500 --
Exchange of common stock for Series C Preferred Stock (Notes 7 and 10) ................... (1,425,000) (1,000)
Deferred compensation costs (Note 4) ..................................................... -- --
Foreign currency translation adjustment .................................................. -- --
Net loss for the period .................................................................. -- --
- -----------------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 1998 .............................................................. 16,362,966 16,000
Issuance of warrants to purchase stock (Notes 4, 5, 7 and 10) ............................ -- --
Stock issued in connection with acquisitions, net of $135,000 premium amortization
(Note 4)................................................................................ 1,161,755 1,000
Stock to be issued in connection with acquisitions (Note 4) .............................. -- --
Stock issued in connection with debt repayments, net of costs of $40,000 (Notes 5 and 7).. 697,328 1,000
Stock issued in connection with private placements, net of costs of $2,084,000 (Note 10).. 160,257 --
Value of beneficial conversion feature on Preferred Stocks and debt, net of unamortized
portion of $1,085,000 (Notes 7 and 10).................................................... -- --
Value of increase in conversion feature of Series B Preferred (Note 4) ................... -- --
Exchange of Series C Preferred for common stock, net of dividend of $2,215,000 and costs
of $118,000 (Note 7) ..................................................................... 3,000,000 3,000
Exchange of Series G Preferred for Series K Preferred (Notes 4 and 10) ................... -- --
Exchange of Series B Preferred and Notes for Series H and I Preferred, net of dividends
of $4,600,000 and $18,000 (Note 4)........................................................ -- --
Deferred compensation costs (Notes 4 and 10) ............................................. -- --
Exercise of stock options and warrants (Note 10) ......................................... 1,638,163 2,000
Conversion of Series D and N Preferred into common stock, including conversion of
dividends of $240,000 (Note 10)........................................................... 1,544,662 2,000
Stock to be issued for dividends ......................................................... -- --
Cumulative Preferred Stock dividends ..................................................... -- --
Amortization of discounts (premium) on Preferred Stocks .................................. -- --
Other issuances and registration costs ................................................... 5,015,473 5,000
Foreign currency translation adjustment .................................................. -- --
Net loss for the year .................................................................... -- --
- -----------------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 1999 .............................................................. 29,580,604 $ 30,000
- -----------------------------------------------------------------------------------------------------------------------
<CAPTION>
STOCK TO BE NOTES
ISSUED RECEIVABLE
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
BALANCE, APRIL 1, 1997 .................................................................. $ -- $ --
Stock issued in lieu of cash payments .................................................... -- --
Stock issued in connection with private placement, net (Notes 7 and 10) .................. -- --
Stock to be issued (Note 8) .............................................................. 3,500,000 --
Exercise of stock appreciation rights .................................................... -- --
Issuance of warrants to purchase stock (Note 10) ......................................... -- --
Foreign currency translation adjustment .................................................. -- --
Net loss for the year .................................................................... -- --
- -------------------------------------------------------------------------------------------------------------------------
BALANCE, MARCH 31, 1998 ................................................................. 3,500,000 --
Stock issued in connection with litigation settlement (Note 8) ........................... -- --
Stock issued to common escrow (Note 8) ................................................... (3,500,000) --
Issuance of warrants to purchase stock (Note 7) .......................................... -- --
Stock issued in connection with acquisitions (Notes 4 and 10) ............................ -- --
Exchange of common stock for Series C Preferred Stock (Notes 7 and 10) ................... -- --
Deferred compensation costs (Note 4) ..................................................... -- --
Foreign currency translation adjustment .................................................. -- --
Net loss for the period .................................................................. -- --
- -------------------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 1998 .............................................................. -- --
Issuance of warrants to purchase stock (Notes 4, 5, 7 and 10) ............................ -- --
Stock issued in connection with acquisitions, net of $135,000 premium amortization
(Note 4)................................................................................ -- --
Stock to be issued in connection with acquisitions (Note 4) .............................. 2,624,000 --
Stock issued in connection with debt repayments, net of costs of $40,000 (Notes 5 and 7).. -- --
Stock issued in connection with private placements, net of costs of $2,084,000 (Note 10).. -- --
Value of beneficial conversion feature on Preferred Stocks and debt, net of unamortized
portion of $1,085,000 (Notes 7 and 10).................................................... -- --
Value of increase in conversion feature of Series B Preferred (Note 4) ................... -- --
Exchange of Series C Preferred for common stock, net of dividend of $2,215,000 and costs
of $118,000 (Note 7)...................................................................... -- --
Exchange of Series G Preferred for Series K Preferred (Notes 4 and 10) ................... -- --
Exchange of Series B Preferred and Notes for Series H and I Preferred, net of dividends
of $4,600,000 and $18,000 (Note 4)........................................................ -- --
Deferred compensation costs (Notes 4 and 10) ............................................. -- --
Exercise of stock options and warrants (Note 10) ......................................... -- (1,210,000)
Conversion of Series D and N Preferred into common stock, including conversion of
dividends of $240,000 (Note 10)........................................................... -- --
Stock to be issued for dividends ......................................................... -- --
Cumulative Preferred Stock dividends ..................................................... -- --
Amortization of discounts (premium) on Preferred Stocks .................................. -- --
Other issuances and registration costs ................................................... -- --
Foreign currency translation adjustment .................................................. -- --
Net loss for the year .................................................................... -- --
- -------------------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 1999 .............................................................. $ 2,624,000 $ (1,210,000)
- -------------------------------------------------------------------------------------------------------------------------
<CAPTION>
ADDITIONAL
PAID-IN ACCUMULATED
CAPITAL DEFICIT
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
BALANCE, APRIL 1, 1997 .................................................................. $ 16,048,000 $ (8,186,000)
Stock issued in lieu of cash payments .................................................... 244,000 --
Stock issued in connection with private placement, net (Notes 7 and 10) .................. 7,481,000 --
Stock to be issued (Note 8) .............................................................. -- --
Exercise of stock appreciation rights .................................................... 138,000 --
Issuance of warrants to purchase stock (Note 10) ......................................... 1,136,000 --
Foreign currency translation adjustment .................................................. -- --
Net loss for the year .................................................................... -- (13,290,000)
- ---------------------------------------------------------------------------------------------------------------------------
BALANCE, MARCH 31, 1998 ................................................................. 25,047,000 (21,476,000)
Stock issued in connection with litigation settlement (Note 8) ........................... 81,000 --
Stock issued to common escrow (Note 8) ................................................... 3,500,000 --
Issuance of warrants to purchase stock (Note 7) .......................................... 328,000 --
Stock issued in connection with acquisitions (Notes 4 and 10) ............................ 3,601,000 --
Exchange of common stock for Series C Preferred Stock (Notes 7 and 10) ................... 998,000 --
Deferred compensation costs (Note 4) ..................................................... 420,000 --
Foreign currency translation adjustment .................................................. -- --
Net loss for the period .................................................................. -- (7,090,000)
- ---------------------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 1998 .............................................................. 33,975,000 (28,566,000)
Issuance of warrants to purchase stock (Notes 4, 5, 7 and 10) ............................ 18,474,000 --
Stock issued in connection with acquisitions, net of $135,000 premium amortization
(Note 4)................................................................................ 28,788,000 --
Stock to be issued in connection with acquisitions (Note 4) .............................. -- --
Stock issued in connection with debt repayments, net of costs of $40,000 (Notes 5 and 7).. 5,615,000 --
Stock issued in connection with private placements, net of costs of $2,084,000 (Note 10).. 10,836,000 --
Value of beneficial conversion feature on Preferred Stocks and debt, net of unamortized
portion of $1,085,000 (Notes 7 and 10).................................................... 835,000 --
Value of increase in conversion feature of Series B Preferred (Note 4) ................... 1,485,000 --
Exchange of Series C Preferred for common stock, net of dividend of $2,215,000 and costs
of $118,000 (Note 7)...................................................................... (121,000) --
Exchange of Series G Preferred for Series K Preferred (Notes 4 and 10) ................... 3,000,000 --
Exchange of Series B Preferred and Notes for Series H and I Preferred, net of dividends
of $4,600,000 and $18,000 (Note 4)........................................................ 3,982,000 --
Deferred compensation costs (Notes 4 and 10) ............................................. 1,485,000 --
Exercise of stock options and warrants (Note 10) ......................................... 1,990,000 --
Conversion of Series D and N Preferred into common stock, including conversion of
dividends of $240,000 (Note 10)........................................................... 238,000 --
Stock to be issued for dividends ......................................................... 1,043,000 --
Cumulative Preferred Stock dividends ..................................................... (2,300,000) --
Amortization of discounts (premium) on Preferred Stocks .................................. (2,797,000) --
Other issuances and registration costs ................................................... 48,000 --
Foreign currency translation adjustment .................................................. -- --
Net loss for the year .................................................................... -- (51,468,000)
- ---------------------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 1999 .............................................................. $106,576,000 $ (80,034,000)
- ---------------------------------------------------------------------------------------------------------------------------
<CAPTION>
ACCUMULATED
OTHER TOTAL
COMPREHENSIVE STOCKHOLDER'S
INCOME (LOSS) EQUITY
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
BALANCE, APRIL 1, 1997 .................................................................. $ 82,000 $ 7,960,000
Stock issued in lieu of cash payments .................................................... -- 244,000
Stock issued in connection with private placement, net (Notes 7 and 10) .................. -- 7,482,000
Stock to be issued (Note 8) .............................................................. -- 3,500,000
Exercise of stock appreciation rights .................................................... -- 138,000
Issuance of warrants to purchase stock (Note 10) ......................................... -- 1,136,000
Foreign currency translation adjustment .................................................. (49,000) (49,000)
Net loss for the year .................................................................... -- (13,290,000)
- ---------------------------------------------------------------------------------------------------------------------------
BALANCE, MARCH 31, 1998 ................................................................. 33,000 7,121,000
Stock issued in connection with litigation settlement (Note 8) ........................... -- 81,000
Stock issued to common escrow (Note 8) ................................................... -- --
Issuance of warrants to purchase stock (Note 7) .......................................... -- 328,000
Stock issued in connection with acquisitions (Notes 4 and 10) ............................ -- 3,602,000
Exchange of common stock for Series C Preferred Stock (Notes 7 and 10) ................... -- 997,000
Deferred compensation costs (Note 4) ..................................................... -- 420,000
Foreign currency translation adjustment .................................................. (116,000) (116,000)
Net loss for the period .................................................................. -- (7,090,000)
- ---------------------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 1998 .............................................................. (83,000) 5,343,000
Issuance of warrants to purchase stock (Notes 4, 5, 7 and 10) ............................ -- 18,474,000
Stock issued in connection with acquisitions, net of $135,000 premium amortization
(Note 4)................................................................................ -- 28,790,000
Stock to be issued in connection with acquisitions (Note 4) .............................. -- 2,624,000
Stock issued in connection with debt repayments, net of costs of $40,000 (Notes 5 and 7).. -- 5,616,000
Stock issued in connection with private placements, net of costs of $2,084,000 (Note 10).. -- 10,836,000
Value of beneficial conversion feature on Preferred Stocks and debt, net of unamortized
portion of $1,085,000 (Notes 7 and 10).................................................... -- 835,000
Value of increase in conversion feature of Series B Preferred (Note 4) ................... -- 1,485,000
Exchange of Series C Preferred for common stock, net of dividend of $2,215,000 and costs
of $118,000 (Note 7) ..................................................................... -- (118,000)
Exchange of Series G Preferred for Series K Preferred (Notes 4 and 10) ................... -- 3,000,000
Exchange of Series B Preferred and Notes for Series H and I Preferred, net of dividends
of $4,600,000 and $18,000 (Note 4)........................................................ -- 3,982,000
Deferred compensation costs (Notes 4 and 10) ............................................. -- 1,485,000
Exercise of stock options and warrants (Note 10) ......................................... -- 782,000
Conversion of Series D and N Preferred into common stock, including conversion of
dividends of $240,000 (Note 10)........................................................... -- 240,000
Stock to be issued for dividends ......................................................... -- 1,043,000
Cumulative Preferred Stock dividends ..................................................... -- (2,300,000)
Amortization of discounts (premium) on Preferred Stocks .................................. -- (2,797,000)
Other issuances and registration costs ................................................... -- 53,000
Foreign currency translation adjustment .................................................. 570,000 570,000
Net loss for the year .................................................................... -- (51,468,000)
- ---------------------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31, 1999 .............................................................. $ 487,000 $ 28,475,000
- ---------------------------------------------------------------------------------------------------------------------------
See accompanying summary of accounting policies and notes to consolidated financial statements.
</TABLE>
F-5
<PAGE>
eGLOBE, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
FOR THE YEAR ENDED DECEMBER 31, 1999, THE NINE MONTHS ENDED DECEMBER 31, 1998
AND THE YEAR ENDED MARCH 31, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
YEAR ENDED NINE MONTHS ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31, MARCH 31,
1999 1998 1998
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
NET LOSS ......................................................... $ (51,468,000) $ (7,090,000) $ (13,290,000)
FOREIGN CURRENCY TRANSLATION ADJUSTMENTS ......................... 570,000 (116,000) (49,000)
- ----------------------------------------------------------------------------------------------------------------------------
COMPREHENSIVE NET LOSS ........................................... $ (50,898,000) $ (7,206,000) $ (13,339,000)
- ----------------------------------------------------------------------------------------------------------------------------
See accompanying summary of accounting policies and notes to consolidated financial statements.
</TABLE>
F-6
<PAGE>
eGLOBE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
YEAR ENDED NINE MONTHS ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31, MARCH 31,
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 1999 1998 1998
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
OPERATING ACTIVITIES:
Net loss ................................................................. $ (51,468,000) $ (7,090,000) $ (13,290,000)
Adjustments to reconcile net loss to cash provided by (used in)
operating activities:
Depreciation and amortization ........................................... 12,245,000 2,256,000 2,770,000
Provision for bad debts ................................................. 2,434,000 789,000 1,434,000
Non-cash interest expense ............................................... 889,000 -- --
Minority interest in loss ............................................... (26,000) -- --
Settlement costs (Note 7) ............................................... -- 996,000 --
Common stock issued in lieu of cash payments ............................ -- -- 144,000
Issuance of options and warrants for services (Note 10) ................. 181,000 190,000 220,000
Compensation costs related to acquisitions (Note 4) ..................... 1,485,000 420,000 --
Amortization of debt discounts (Notes 5 and 7) .......................... 5,182,000 255,000 479,000
Proxy related litigation expense (Note 8) ............................... -- 81,000 3,500,000
Loss on early retirement of debt (Note 7) ............................... 1,901,000 -- --
Other, net .............................................................. -- (57,000) 281,000
Changes in operating assets and liabilities (net of changes from
acquisitions - Note 4):
Accounts receivable .................................................... (2,712,000) 887,000 (916,000)
Prepaid expenses ....................................................... (205,000) 19,000 (206,000)
Other current assets ................................................... (37,000) 159,000 259,000
Other assets ........................................................... 3,000 -- --
Accounts payable ....................................................... 10,172,000 3,338,000 (1,055,000)
Income tax payable ..................................................... (815,000) (90,000) 1,500,000
Accrued expenses ....................................................... (815,000) 1,034,000 2,414,000
Deferred revenue ....................................................... (153,000) 311,000 19,000
Other liabilities ...................................................... 87,000 61,000 (58,000)
- ------------------------------------------------------------------------------------------------------------------------------------
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES ........................... (21,652,000) 3,559,000 (2,505,000)
- ------------------------------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES:
Purchases of property and equipment ...................................... (881,000) (1,990,000) (2,150,000)
Proceeds from sale of property and equipment ............................. -- 126,000 --
Advances to non-affiliate, subsequently acquired (Note 4) ................ -- (971,000) --
Purchase of intangibles .................................................. (299,000) -- --
Acquisitions of companies, net of cash acquired (Notes 4 and 17).......... (2,799,000) (2,207,000) --
Increase in restricted cash .............................................. (4,000) (100,000) --
Other assets ............................................................. (224,000) (109,000) 26,000
- ------------------------------------------------------------------------------------------------------------------------------------
CASH USED IN INVESTING ACTIVITIES ......................................... (4,207,000) (5,251,000) (2,124,000)
- ------------------------------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES:
Proceeds from notes payable (Notes 4 and 5) .............................. 2,517,000 250,000 7,810,000
Proceeds from notes payable--related party (Note 7) ...................... 28,258,000 1,200,000 --
Proceeds from issuance of preferred stock ................................ 12,670,000 -- --
Stock issuance costs ..................................................... (1,582,000) -- --
Proceeds from exercise of warrants ....................................... 721,000 -- --
Proceeds from exercise of options ........................................ 61,000 -- 138,000
Proceeds from issuance of common stock ................................... 250,000 -- 7,345,000
Deferred financing and acquisition costs ................................. -- (524,000) --
Payments on capital leases ............................................... (860,000) (198,000) (448,000)
Payments on notes payable ................................................ (8,582,000) (20,000) (9,998,000)
Payments on notes payable--related party (Note 7) ........................ (8,066,000) -- --
- ------------------------------------------------------------------------------------------------------------------------------------
CASH PROVIDED BY FINANCING ACTIVITIES ..................................... 25,387,000 708,000 4,847,000
- ------------------------------------------------------------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN CASH ........................................... (472,000) (984,000) 218,000
CASH AND CASH EQUIVALENTS, beginning of period ............................ 1,407,000 2,391,000 2,173,000
- ------------------------------------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS, end of period .................................. $ 935,000 $ 1,407,000 $ 2,391,000
- ------------------------------------------------------------------------------------------------------------------------------------
See Note 17 for Supplemental Cash Flow Information.
See accompanying summary of accounting policies and notes to consolidated financial statements.
</TABLE>
F-7
<PAGE>
eGLOBE, INC.
SUMMARY OF ACCOUNTING POLICIES
ORGANIZATION AND BUSINESS
eGlobe, Inc. and subsidiaries, (collectively, the "Company") is a global
supplier of enhanced telecommunications and information services, including
Internet Protocol ("IP") transmission services, telephone portal and unified
messaging services. The Company operates in partnership with telephone companies
and Internet service providers around the world. Through the Company's World
Direct network, the Company originates traffic in 90 territories and countries
and terminates traffic anywhere in the world and through its IP network, the
Company can originate and terminate IP-based telecommunication services in 30
countries and 5 continents. The Company provides its services principally to
large national telecommunications companies, to Internet service providers and
to financial institutions.
In December 1998, the Company acquired IDX International, Inc. ("IDX"), a
supplier of IP transmission services, principally to telecommunications
carriers, in 14 countries. This acquisition allows the Company to offer two
additional services, IP voice and IP fax, to its customer base. Also, in
December 1998, the Company acquired UCI Tele Network, Ltd. ("UCI"), a
development stage calling card business, with contracts to provide calling card
services in Cyprus and Greece (See Note 4 for further discussion).
In February 1999, the Company completed the acquisition of Telekey, Inc.
("Telekey"), a provider of card-based telecommunications services. In June 1999,
the Company, through its newly formed subsidiary, Vogo Networks, LLC ("Vogo"),
purchased substantially all of the assets and assumed certain liabilities of
Connectsoft Communications Corporation and Connectsoft Holdings, Corp.
(collectively "Connectsoft"), which developed and continues to enhance a server
based communication system that integrates various forms of messaging, Internet
and web content, personal services, and provides telephone access to Internet
content (including email and e-commerce functions). In July 1999, the Company
completed the acquisition of Swiftcall Equipment and Services (USA) Inc.,
("Swiftcall"), a telecommunications company, and certain network operating
equipment held by an affiliate of Swiftcall. Effective August 1, 1999, the
Company assumed operational control of Highpoint International Telecom, Inc. and
certain assets and operations of Highpoint Carrier Services, Inc. and Vitacom,
Inc. (collectively "Highpoint"). The three entities were majority owned
subsidiaries of Highpoint Telecommunications Inc. ("HGP"), a publicly traded
company on the Canadian Venture Exchange. On October 14, 1999, substantially all
of the operating assets of Highpoint were transferred to iGlobe, Inc.
("iGlobe"), a newly formed subsidiary of HGP, and the Company concurrently
acquired all of the issued and outstanding common stock of iGlobe. iGlobe
possesses an infrastructure supplying IP services, particularly voice over IP,
throughout Latin America. In September 1999, the Company, acting through a newly
formed subsidiary, acquired control of Oasis Reservations Services, Inc.
("ORS"), a Miami based transaction support services and call center to the
travel industry, from its sole stockholder, Outsourced Automated Services and
Integrated Solutions, Inc. ("Oasis"). The Company and Oasis formed eGlobe/Oasis
Reservations LLC ("LLC") which is responsible for conducting ORS' operations.
The Company manages and controls the LLC. In December 1999, the Company
completed the acquisition of Coast International, Inc. ("Coast"), a provider of
enhanced long-distance interactive voice and internet services. See Notes 4, 5,
7 and 10 for further discussion.
Subsequent to year end, pursuant to an Agreement and Plan of Merger entered
into on December 16, 1999, a wholly-owned subsidiary of eGlobe merged with and
into Trans Global Communications, Inc. ("Trans Global"), with Trans Global
continuing as the surviving corporation and becoming a wholly-owned subsidiary
of eGlobe (the "Merger"). See Note 16 for further discussion.
MANAGEMENT'S PLAN
As of December 31, 1999, the Company had a net working capital deficiency
of $30.5 million. This net working capital deficiency resulted principally from
a loss from operations of $42.0 million (including depreciation, amortization
and other non-cash charges) for the year ended December 31, 1999. Also
F-8
<PAGE>
eGLOBE, INC.
SUMMARY OF ACCOUNTING POLICIES -- (CONTINUED)
MANAGEMENT'S PLAN -- (CONTINUED)
contributing to the working capital deficiency was $6.8 million in notes payable
and current maturities of long-term debt, $4.7 million in notes payable and
current maturities of long-term debt due to related parties, and $30.0 million
in accounts payable, accrued expenses and deferred revenue. The $6.8 million of
current maturities consists of $4.2 million primarily related to acquisition
debt and $2.6 million related to capital lease payments due over the one year
period ending December 31, 2000. The $4.7 million current maturities due to
related parties, net of unamortized discount of $3.0 million, consists of a $0.9
million note, net of unamortized discount of $0.1 million, due to a stockholder
on April 18, 2000, term payments of $3.5 million, net of unamortized discount of
$2.9 million, due to EXTL Investors, the Company's largest stockholder, and
notes payable of $3.2 million due to an affiliate of EXTL Investors.
On an operating level, the Company is continuing to renegotiate its
relationship with an entity that was formerly one of the Company's largest
customers. At December 31, 1999, 9.1% of the Company's net accounts receivable
of $9.3 million was due from this entity to which extended credit terms have
been granted. The new arrangement, once finalized, will establish payment terms
and sales growth, which will assure more effective and timely collection of
receivables from the customer and will permit renewed growth in the customer's
business. This arrangement will also assist in the collection of certain amounts
due to the Company under the extended credit terms.
If the Company meets its projections for reaching breakeven at the end of
the second quarter of 2000, the Company will still have additional capital
requirements through December 2000 of up to $66 million. The Company will need
to fund pre-existing liabilities and note payable obligations and the purchase
of capital equipment, along with financing the Company's growth plans to meet
the needs of its announced acquisition program, including the Trans Global
merger. As discussed in Note 16, the Company closed the merger with Trans Global
on March 23, 2000. As a result of this merger, the Company is now including
Trans Global in its plans and funding requirement projections.
Thus far in 2000, the Company has met its initial cash requirements from
(1) proceeds from the exercise of options and warrants of $2.4 million,
primarily as a result of the improvement in the Company's stock price during the
month of January 2000 and as sustained thereafter, (2) proceeds of $0.5 million
from the sale of Series N Convertible Preferred Stock ("Series N Preferred"),
(3) proceeds of $15.0 million from the sale of Series P Convertible Preferred
Stock ("Series P Preferred"), (4) proceeds of $4.0 million from the sale of
Series Q Convertible Preferred Stock ("Series Q Preferred") with an additional
$6.0 million to be received upon registration of the underlying shares of common
stock. These capital transactions are discussed in Note 16.
In addition to the firm commitments discussed previously, the Company is
proceeding with other financing opportunities, which have not been finalized.
The Company is working on several different debt and equity fund raising efforts
to raise the funds that the Company will require to achieve its growth plan
through the end of the year 2000.
There is some risk that the Company will not reach breakeven as projected
and will continue to incur operating losses. If this occurs and should the
Company be unsuccessful in its efforts to raise additional funds to cover such
losses, then its growth plans would have to be sharply curtailed and its
business would be adversely affected.
CHANGE OF FISCAL YEAR
Effective with the period ended December 31, 1998, the stockholders of the
Company approved the change of the fiscal year to a December 31 fiscal year end.
Therefore, the period ended December 31, 1998 represents a nine-month period as
compared to a twelve month period for fiscal years ended December 31, 1999 and
March 31, 1998.
Information for the comparable nine month period ended December 31, 1997 is
summarized below (unaudited):
F-9
<PAGE>
eGLOBE, INC.
SUMMARY OF ACCOUNTING POLICIES -- (CONTINUED)
CHANGE OF FISCAL YEAR-- (CONTINUED)
<TABLE>
<S> <C>
Revenue ................................................ $ 25,584,000
Gross profit ........................................... $ 10,905,000
Taxes on income ........................................ $ 140,000
Net loss ............................................... $ (5,336,000)
Net loss per common share -- Basic and diluted ......... $ (0.31)
</TABLE>
CHANGE OF COMPANY NAME
At the annual meeting of the stockholders of the Company on June 16, 1999,
the stockholders approved and adopted a proposal for amending the Certificate of
Incorporation to change the name of the Company from Executive TeleCard, Ltd. to
eGlobe, Inc. The amended Certificate of Incorporation has been filed with and
accepted by the State of Delaware.
BASIS OF PRESENTATION AND CONSOLIDATION
The consolidated financial statements have been prepared in accordance with
generally accepted accounting principles and include the accounts of the
Company, its wholly-owned subsidiaries and its controlling interest in a limited
liability company ("LLC"). All material intercompany transactions and balances
have been eliminated in consolidation. As the Company controls the operations of
the LLC, the LLC has been included in the consolidated financial statements with
the other member's interest recorded as Minority Interest in LLC.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the consolidated
financial statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.
FOREIGN CURRENCY TRANSLATION
For subsidiaries whose functional currency is the local currency and which
do not operate in highly inflationary economies, all net monetary and
non-monetary assets and liabilities are translated into U.S. dollars at current
exchange rates and translation adjustments are included in stockholders' equity.
Revenues and expenses are translated at the weighted average rate for the
period. Foreign currency gains and losses resulting from transactions are
included in the results of operations in the period in which the transactions
occurred. Cumulative translation gains and losses are reported as accumulated
other comprehensive income (loss) in the consolidated statements of
stockholders' equity and are included in comprehensive loss.
FINANCIAL INSTRUMENTS AND CONCENTRATIONS OF CREDIT RISK
Financial instruments, which potentially subject the Company to
concentrations of credit risk, consist principally of cash and cash equivalents
and trade accounts receivable.
The Company places its cash and temporary cash investments with quality
financial institutions. At times, these amounts may exceed federally insured
limits.
Concentrations of credit risk with respect to trade accounts receivable are
generally limited due to the variety of customers and markets which comprise the
Company's customer base, as well as the geographic diversification of the
customer base.
F-10
<PAGE>
eGLOBE, INC.
SUMMARY OF ACCOUNTING POLICIES -- (CONTINUED)
FINANCIAL INSTRUMENTS AND CONCENTRATIONS OF CREDIT RISK-- (CONTINUED)
The Company routinely assesses the financial strength of its customers and,
as a consequence, believes that its trade accounts receivable credit risk
exposure is limited. In certain circumstances the Company will require security
deposits; however, generally, the Company does not require collateral or other
security to support customer receivables. As of December 31, 1999, the Company
had approximately 9.1% in net accounts receivable, from one customer . The
Company is negotiating with this customer for a long-term payment agreement.
There is no assurance the Company will receive full payment of this receivable.
Some of the Company's customers are permitted to choose the currency in
which they pay for calling services from among several different currencies
determined by the Company. Thus, the Company's earnings may be materially
affected by movements in the exchange rate between the U.S. dollar and such
other currencies. The Company does not engage in the practice of entering into
foreign currency contracts in order to hedge the effects of foreign currency
fluctuations. The majority of the Company's largest customers settle their
accounts in U.S. Dollars.
The carrying amounts of financial instruments, including cash and cash
equivalents, accounts receivable, accounts payable and accrued expenses
approximated fair value because of the immediate or short-term maturity of these
instruments. The difference between the carrying amount and fair value of the
Company's notes payable and long-term debt is not significant.
RESTRICTED CASH
Restricted cash consists of deposits with a financial institution to secure
a letter of credit issued to a transmission vendor related to an agreement
whereby the Company will perform platform and transmission services. In
addition, a credit card processing company requires that cash balances be
deposited with the processor in order to ensure that any disputed claims by the
credit card customers can be readily settled.
PROPERTY, EQUIPMENT, DEPRECIATION AND AMORTIZATION
Property and equipment are recorded at the lower of cost or fair market
value. Additions, installation costs and major improvements of property and
equipment are capitalized. Expenditures for maintenance and repairs are expensed
as incurred. The cost of property and equipment retired or sold, together with
the related accumulated depreciation or amortization, are removed from the
appropriate accounts and the resulting gain or loss is included in the
consolidated statement of operations.
Depreciation and amortization is computed using the straight-line method
over the estimated useful lives of the related assets ranging from three to
twenty years. See discussion of impairment policy under "Long-Lived Assets".
SOFTWARE DEVELOPMENT COSTS
Statement of Financial Accounting Standards ("SFAS") No. 86, "Accounting
for the Costs of Computer Software to be Sold, Leased, or Otherwise Marketed",
requires the capitalization of certain software development costs incurred
subsequent to the date when technological feasibility is established and prior
to the date when the product is generally available for licensing. The Company
defines technological feasibility as being attained at the time a working model
of a software product is completed. The Company expenses all costs incurred to
establish technological feasibility of computer software products to be sold or
leased or otherwise marketed. Upon establishing technological feasibility of a
software product, the Company capitalizes direct and indirect costs related to
the product up to the time the product is available for sale to customers.
Capitalized software development costs are generally amortized on a
product-by-product basis each year based upon the greater of: (1) the amount
computed
F-11
<PAGE>
eGLOBE, INC.
SUMMARY OF ACCOUNTING POLICIES -- (CONTINUED)
SOFTWARE DEVELOPMENT COSTS - (CONTINUED)
using the ratio of current year gross revenue to the sum of current and
anticipated future gross revenue for that product, or (2) five year
straight-line amortization. The Company acquired $8.4 million of software
development costs for which technological feasibility had already been
established in connection with the acquisition of Connectsoft as discussed in
Note 4. Additional software development costs of $573,000 were capitalized
during 1999.
Under the provisions of the American Institute of Certified Public
Accountants' ("AICPA") Statement of Position ("SOP") 98-1, "Accounting for the
Costs of Computer Software Developed or Obtained for Internal Use", the Company
expenses cost incurred in the preliminary project stage and, thereafter,
capitalizes costs incurred in the developing or obtaining of internal use
software. Certain costs, such as maintenance and training, are expensed as
incurred. Capitalized costs are amortized over a period of not more than five
years. The Company acquired $2.9 million of internally developed software in
connection with the acquisition of Telekey, Connectsoft, and Coast as discussed
in Note 4. These amounts are included in other intangible assets in the
consolidated balance sheet as of December 31, 1999. The Company recorded
amortization expense related to software development costs of $1.1 million
during 1999. No related amortization expense was recorded in the December 1998
and March 1998 periods. The Company assesses the carrying amount of capitalized
costs for impairment based upon the impairment policy as discussed under
"Long-Lived Assets".
RESEARCH AND DEVELOPMENT
Research and development costs and costs related to significant
improvements and refinements of existing products are expensed as incurred. For
the year ended December 31, 1999, the nine month period ended December 31, 1998
and the year ended March 31, 1998, the Company's expensed research and
development costs were nominal.
GOODWILL AND OTHER INTANGIBLE ASSETS
As of December 31, 1999 and 1998, the Company has recorded goodwill in
connection with certain acquisitions, as discussed in Note 4, of $26.5 million
and $12.0 million, respectively. Certain goodwill amounts recorded in 1998 were
based upon preliminary information and during 1999 goodwill adjustments were
recorded to reflect the final asset appraisal information. In addition, as
discussed in Note 4, an adjustment was recorded in 1999 to increase the goodwill
related to the IDX acquisition as a result of an increase in the value of the
purchase consideration. Amortization of goodwill is provided over seven years on
a straight-line method. Goodwill amortization expense for the year ended
December 31, 1999 and the nine months ended December 31, 1998 was $1.4 million
and $0.1 million, respectively. There was no goodwill recorded prior to March
31, 1998.
As of December 31, 1998, the Company had recorded $1.0 million in other
intangible assets, consisting primarily of licenses and trademarks. During 1999,
intangible assets of $26.4 million were recorded in connection with the
acquisitions discussed in Note 4. These intangible assets were recorded based on
third party appraisals and consist of the value related to assembled and trained
work forces, customer contract bases, distribution partnership network,
non-compete agreements, internally developed software, long distance
infrastructure, licenses and existing technologies. Intangibles are being
amortized on a straight-line basis over the estimated useful lives from one to
ten years.
The carrying value of goodwill and other intangibles are reviewed on a
periodic basis for recoverability based on the undiscounted cash flows of the
businesses acquired over the remaining amortization period. Should the review
indicate that these amounts are not recoverable, the Company's carrying value of
the goodwill and/or other intangibles would be reduced by the estimated
shortfall of the
F-12
<PAGE>
eGLOBE, INC.
SUMMARY OF ACCOUNTING POLICIES -- (CONTINUED)
GOODWILL AND OTHER INTANGIBLE ASSETS-- (CONTINUED)
cash flows. In addition, the Company assesses the carrying amount of these
intangible assets for impairment based upon the policy discussed under
"Long-Lived Assets" below. No reduction of goodwill or intangibles for
impairment was necessary in 1999 or 1998.
LONG-LIVED ASSETS
The Company follows the provisions of SFAS No. 121, "Accounting for the
Impairment of Long-Lived Assets to be Disposed Of " for long-lived assets and
certain identifiable intangibles to be held and used by the Company. These
assets are reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable. If the
fair value is less than the carrying amount of the asset, a loss is recognized
for the difference.
DEPOSITS
The Company provides long-term cash deposits to certain vendors to secure
contracts for telecommunications services.
DEFERRED FINANCING AND ACQUISITION COSTS
Deferred financing and acquisition costs included in other assets in the
accompanying consolidated balance sheets represent third party costs and
expenses incurred which are directly traceable to pending acquisitions and
financing efforts. The costs and expenses will be matched with completed
financings and acquisitions and accounted for according to the underlying
transaction. The costs and expenses associated with unsuccessful efforts will be
expensed in the period in which the acquisition or financing has been deemed to
be unsuccessful. The Company evaluates all pending acquisition and financing
costs quarterly to determine if any deferred costs should be expensed in the
period.
REVENUE RECOGNITION
Some revenues from the Company's card services business come from supplying
underlying services to issuers of prepaid cards. Those issuers prepay some or
all of the services provided. Payments received in advance for such services are
recorded in the accompanying balance sheets as deferred revenue. Consequently,
revenues from such services are recognized as the cards are used and service is
provided. Direct costs associated with these revenues are also recognized when
the related services are provided or expired. Payments related to unrecognized
revenues are included as a reduction to deferred revenue. When a card for which
service has been contracted expires without being fully used (cards generally
have effective lives of up to one year), then the unused value is referred to as
breakage and recorded as revenue at the date of expiration.
In addition, the Company, following its recent acquisition of ORS, has
recorded deferred revenue related to certain reservations service contracts.
Customers are required to pay the Company for reservation services in advance
based on forecasted amounts. These advance payments are recorded by the Company
as deferred revenue, which is subsequently recognized as revenue when the
related services are performed.
Revenue for all services is recognized on an individual product basis as
provided to the customer. Revenue from the provision of the Calling Card and IP
transmission services is recognized as utilized by customers or upon the
completion of telephone calls by the end user. Billings to customers are based
upon established tariffs filed with the United States Federal Communications
Commission, or for usage outside of the tariff requirements, at rates
established by the Company.
F-13
<PAGE>
eGLOBE, INC.
SUMMARY OF ACCOUNTING POLICIES -- (CONTINUED)
REVENUE RECOGNITION-- (CONTINUED)
For Vogo, the Company's provider of software products, revenue is
recognized from the license of its proprietary software in accordance with the
provisions of SOP 97-2, "Software Revenue Recognition." SOP 97-2 provides
guidelines concerning the recognition of revenue of software products. This
statement requires, among other things, the individual elements of a contract
for the sale of software products to be identified and accounted for separately.
IDX operates and manages Cyberpost equipment and associated software
licenses to its Internet Backbone Providers. Under such licensing agreements,
IDX is generally obligated to provide maintenance and upgrades and Internet
Backbone Providers are responsible for the marketing and sale of voice and data
store-and-forward services as well as for the operations and management of
CyberPosts. IDX's revenues are generated principally from (i) routing charges
for voice and fax traffic through the network, (ii) licensing and royalty fees
and (iii) system hardware and accessory sales. IDX recognizes fixed license fees
on the straight-line basis over the service period, royalties and routing
charges as services are rendered to the ultimate customer, and system hardware
and accessory sales upon delivery and customer acceptance.
Coast recognizes revenue upon completion of telephone calls by the end
users. Interactive Media Works ("IMW") and ISPN, divisions of Coast, as well as
iGlobe, recognize revenue as service is provided.
TAXES ON INCOME
The Company accounts for income taxes under SFAS No. 109, "Accounting for
Income Taxes". Under SFAS No. 109, deferred tax assets and liabilities are
determined based on the temporary differences between the tax basis of assets
and liabilities and their reported amounts in the financial statements using
enacted tax rates in effect for the year in which the differences are expected
to reverse.
NET EARNINGS (LOSS) PER SHARE
The Company applies SFAS No. 128, "Earnings Per Share" for the calculation
of "Basic" and "Diluted" earnings (loss) per share. Basic earnings (loss) per
share includes no dilution and is computed by dividing income (loss) available
to common stockholders by the weighted average number of common shares
outstanding for the period. Diluted earnings (loss) per share reflects the
potential dilution of securities that could share in the earnings (loss) of an
entity.
STOCK OPTIONS
The Company applies Accounting Principles Board ("APB") Opinion 25,
"Accounting for Stock Issued to Employees," and related Interpretations in
accounting for all stock option plans. Compensation cost of stock options is
measured as the excess, if any, of the quoted market price of the Company's
stock at the date of grant over the option exercise price and is charged to
operations over the vesting period.
SFAS No. 123, "Accounting for Stock-Based Compensation," requires the
Company to provide pro forma information regarding net income (loss) as if
compensation cost for the Company's stock option plans had been determined in
accordance with the fair value based method prescribed in SFAS No. 123. To
provide the required pro forma information, the Company estimates the fair value
of each stock option at the grant date by using the Black-Scholes option-pricing
model. See Note 10 for required disclosures.
Under SFAS No. 123, compensation cost is recognized for stock options
granted to non-employees at the grant date by using the Black-Scholes
option-pricing model.
F-14
<PAGE>
eGLOBE, INC.
SUMMARY OF ACCOUNTING POLICIES -- (CONTINUED)
CASH EQUIVALENTS
The Company considers cash and all highly liquid investments purchased with
an original maturity of three months or less to be cash equivalents.
COMPREHENSIVE INCOME (LOSS)
The Company applies SFAS No. 130, "Reporting Comprehensive Income".
Comprehensive income (loss) is comprised of net income (loss) and all changes to
stockholders' equity, except those due to investments by stockholders, changes
in paid-in capital and distributions to stockholders. The Company has elected to
report comprehensive net loss in a separate consolidated statement of
comprehensive loss.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The estimated fair value of financial instruments has been determined using
available market information or other appropriate valuation methodologies.
However, considerable judgment is required in interpreting market data to
develop estimates of fair value. Consequently, the estimates are not necessarily
indicative of the amounts that could be realized or would be paid in a current
market exchange. The carrying amounts reported on the consolidated balance
sheets approximate their respective fair values.
SEGMENT INFORMATION
The Company follows the provisions of SFAS No. 131, "Disclosures about
Segments of an Enterprise and Related Information". This statement establishes
standards for the reporting of information about operating segments in annual
and interim financial statements. Operating segments are defined as components
of an enterprise for which separate financial information is available that is
evaluated regularly by the chief operating decision maker(s) in deciding how to
allocate resources and in assessing performance. SFAS No. 131 also requires
disclosures about products and services, geographic areas and major customers.
Prior to 1999, the Company had primarily one reporting segment --
Telecommunications Services. As a result of the 1999 acquisitions and
integration of the 1998 acquisitions, the Company now has four operating
reporting segments consisting of Enhanced Services (formerly Telecommunications
Services), Network Services, Customer Care and Retail Services.
RECENT ACCOUNTING PRONOUNCEMENT
The Financial Accounting Standards Board ("FASB") has recently issued SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities". SFAS
No. 133 requires companies to record derivatives on the balance sheet as assets
or liabilities, measured at fair market value. Gains or losses resulting from
changes in the values of those derivatives are accounted for depending on the
use of the derivative and whether it qualifies for hedge accounting. The key
criterion for hedge accounting is that the hedging relationship must be highly
effective in achieving offsetting changes in fair value or cash flows. SFAS No.
133, as extended by SFAS No. 137, is effective for fiscal years beginning after
June 15, 2000 and is currently not applicable to the Company.
RECLASSIFICATIONS
Certain consolidated financial amounts have been reclassified for
consistent presentation.
F-15
<PAGE>
eGLOBE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. PROPERTY AND EQUIPMENT
Property and equipment consist of the following:
<TABLE>
<CAPTION>
DECEMBER 31,
---------------------------------
1999 1998
--------------- ---------------
<S> <C> <C>
Land ................................................... $ 122,000 $ 122,000
Buildings and improvements ............................. 992,000 983,000
Calling card platform equipment ........................ 14,722,000 13,480,000
IP transmission equipment .............................. 4,229,000 888,000
Operations center equipment and furniture .............. 12,470,000 8,086,000
Call diverters ......................................... 6,531,000 1,401,000
Equipment under capital leases (Note 5) ................ 4,910,000 1,279,000
Internet communications equipment ...................... 563,000 562,000
------------ ------------
44,539,000 26,801,000
Less accumulated depreciation and amortization ......... 18,620,000 13,649,000
------------ ------------
$ 25,919,000 $ 13,152,000
============ ============
</TABLE>
Depreciation expense for the year ended December 31, 1999, the nine months
ended December 31, 1998 and the year ended March 31, 1998 was $5.1 million, $2.1
million and $2.6 million, respectively.
2. OTHER INTANGIBLE ASSETS
Other intangible assets consist of the following:
<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------------
1999 1998
-------------- --------------
<S> <C> <C>
Existing technology ...................... $ 8,400,000 $ --
Distribution partnership network ......... 5,290,000 --
Assembled and trained workforce .......... 4,391,000 --
Internally developed software ............ 3,488,000 --
Long distance infrastructure ............. 1,580,000 --
Non-compete agreements ................... 1,540,000 --
Customer contract base ................... 1,343,000 --
Licenses ................................. 1,143,000 433,000
Trademarks ............................... 549,000 518,000
Other .................................... 416,000 76,000
------------ -----------
28,140,000 1,027,000
Less accumulated amortization ............ 6,466,000 786,000
------------ -----------
$ 21,674,000 $ 241,000
============ ===========
</TABLE>
Intangible assets amortization expense for the year ended December 31,
1999, the nine month period ended December 31, 1998 and the year ended March 31,
1998 was $5.7 million, $0.1 million and $0.2 million, respectively. Included in
internally developed software is approximately $0.6 million of additional
software development costs capitalized in 1999 related to enhancements for the
existing technology acquired in the Connectsoft acquisition.
F-16
<PAGE>
eGLOBE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
3. ACCRUED EXPENSES
Accrued expenses consist of the following:
<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------------
1999 1998
-------------- --------------
<S> <C> <C>
Telephone carriers ......................... $ 2,658,000 $ 3,091,000
Accrued telecom taxes ...................... 1,930,000 --
External development costs ................. 1,582,000 --
Dividends on preferred stock ............... 1,277,000 --
Legal and professional fees ................ 1,065,000 387,000
Salaries and benefits ...................... 789,000 513,000
Interest ................................... 313,000 647,000
Costs associated with acquisitions ......... 296,000 697,000
Other ...................................... 747,000 868,000
------------ -----------
$ 10,657,000 $ 6,203,000
============ ===========
</TABLE>
The Company incurred $3.1 million of various realignment expenses,
including primarily employee severance, legal and consulting fees and the write
down of certain investments during the year ended March 31, 1998. As of December
31, 1999, there was a remaining accrual of $281,000 included in other accrued
expenses related to litigation with a former employee that was settled in
October 1999. Final payment to the former employee was made subsequent to
December 31, 1999.
4. BUSINESS ACQUISITIONS
As discussed previously, the Company acquired IDX and UCI in December 1998
and Telekey, Connectsoft, Swiftcall, iGlobe, ORS and Coast in 1999. The results
of operations of the acquired businesses are included in the consolidated
financial statements from the date of acquisition.
Subsequent to December 31, 1999, the Company completed the merger with
Trans Global. See Note 16 for further discussion.
IDX
On December 2, 1998, the Company acquired all of the common and preferred
stock of IDX, for an original value of approximately $10.8 million consisting of
(a) 500,000 shares of the Company's Series B Convertible Preferred Stock
("Series B Preferred") originally valued at $3.5 million which were convertible
into 2,500,000 shares (2,000,000 shares until stockholder approval was obtained
on June 16, 1999 and subject to adjustment as described below) of common stock;
(b) warrants ("IDX Warrants") to purchase up to an additional 2,500,000 shares
of common stock (subject to stockholder approval which was obtained on June 16,
1999 and an adjustment as described below); (c) $5.0 million in 7.75%
convertible subordinated promissory notes ("IDX Notes") (subject to adjustment
as described below); (d) $1.5 million in bridge loan advances to IDX made by the
Company prior to the acquisition which were converted into part of the purchase
price plus associated accrued interest of $40,000; (e) $418,000 convertible
subordinated promissory note for IDX dividends accrued and unpaid on IDX's
Preferred Stock and (f) direct costs associated with the acquisition of $0.4
million (another $0.3 of direct costs were recorded in 1999). This acquisition
was accounted for using the purchase method of accounting. The shares of Series
B Preferred Stock, IDX Warrants and IDX Notes were subject to certain
adjustments related to IDX's ability to achieve certain performance criteria,
working capital levels and price guarantees for the Series B Preferred Stock and
IDX Warrants providing IDX met its performance objectives.
At the Company's annual meeting in June 1999, the stockholders approved the
increase of the convertibility of the Series B Preferred Stock and IDX Warrants
as discussed in (a) and (b) above,
F-17
<PAGE>
eGLOBE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
respectively. As a result, the acquired goodwill associated with the IDX
purchase was increased by approximately $1.5 million in the second quarter to
reflect the higher conversion feature approved in June 1999.
The Company obtained a final appraisal of IDX's assets from independent
appraisers in the third quarter of 1999. This appraisal resulted in a gross
reclassification of approximately $6.5 million of IDX's goodwill to other
identifiable intangibles as of December 31, 1999. As a result, the purchase
allocation as of December 31, 1999 resulted in goodwill of $6.4 million
(including final allocations of other acquired assets of $0.2 million) and other
intangibles of $6.5 million. These other identifiable intangibles consist of
assembled and trained workforce, partnership network and non-compete agreements
and are being amortized on a straight-line basis from one to four years.
Goodwill is being amortized on a straight-line basis over seven years.
In July 1999, the Company renegotiated the terms of the IDX purchase
agreement with the IDX stockholders as follows:
(a) The 500,000 shares of Series B Preferred Stock were reacquired by the
Company in exchange for 500,000 shares of Series H Convertible Preferred
Stock ("Series H Preferred").
(b) The Company reacquired the original IDX Warrants in exchange for new
warrants to acquire up to 1,250,000 shares of the Company's common stock,
subject to IDX meeting certain revenue, traffic and EBITDA ("Earnings Before
Interest, Taxes, Depreciation and Amortization") levels at either September
30, 2000 or December 31, 2000 if not achieved by September 30, 2000.
(c) The Company reacquired the outstanding IDX Notes of $4.0 million in
exchange for 400,000 shares of Series I Convertible Optional Redemption
Preferred Stock ("Series I Preferred"). (See Note 10 for further
discussion).
(d) The maturity date of the convertible subordinated promissory note,
face value of $418,000, was extended to July 15, 1999 from May 31, 1999, and
subsequently paid by issuance of 140,599 shares of common stock.
(e) The Company waived its right to reduce the principal balance of the
$2.5 million note payable by certain claims as provided for under the terms
of the original IDX purchase agreement.
As a result of the July 1999 exchange agreement, the Company recorded the
excess of the fair market value of the new preferred stock issuances and the
warrants over the carrying value of the reacquired preferred stock, warrants and
notes payable as a dividend to Series B Preferred Stock stockholders of
approximately $6.0 million (subsequently reduced by $1.4 million, see discussion
below).
The Company will determine the final goodwill amount when the contingent
purchase element is resolved and the contingent warrants are exercised. Goodwill
may materially increase when this contingency is resolved.
At the acquisition date, the stockholders of IDX originally received Series
B Preferred Stock and warrants as discussed above, which were ultimately
convertible into common stock subject to IDX meeting its performance objectives.
These stockholders in turn granted preferred stock and warrants, each of which
was convertible into a maximum of 240,000 shares of the Company's common stock,
to certain IDX employees. The increase in the market price during the year ended
December 31, 1999 and the nine month period ended December 31, 1998 of the
underlying common stock granted by the IDX stockholders to certain employees
resulted in a charge to income of $0.6 million and $0.4 million, respectively.
The stock grants were performance based and were adjusted each reporting period
(but not below zero) for the changes in the stock price until the shares and/or
warrants (if and when) issued were converted to common stock.
In December 1999, the Company and the IDX stockholders agreed to reduce the
Series H Preferred Stock and warrant consideration paid by the Company by a
value equivalent to the consideration paid by the Company for 4,500 shares of
IDX. In exchange, the IDX stockholders will not issue the original
F-18
<PAGE>
eGLOBE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
preferred stock and warrants to the above IDX employees or other parties. The
Company agreed to issue eGlobe options to these employees and others related to
IDX. The options will have an exercise price of $1.20 and a three year term. The
options will vest 75% at March 31, 2000 and the other 25% will vest on an
accelerated basis if IDX meets its earn out or in three years if it does not.
These options were granted by eGlobe on January 7, 2000. The Company also agreed
to issue 150,000 shares of common stock as payment of the original consideration
allocated as purchase consideration for an acquisition of a subsidiary by IDX
prior to the Company's purchase of IDX.
As a result of the above renegotiation, which resulted in the reduction of
the fair value of the Series H Preferred Stock and the new warrants and the
issuance of eGlobe's options, the Company recorded the reduction in
consideration of approximately $1.4 million to be paid to the IDX stockholders
as a negative dividend (offsetting the dividend recorded from the July
renegotiation) and reduced the net loss attributable to common stockholders in
the fourth quarter of 1999.
UCI
On December 31, 1998, the Company acquired all of the common stock issued
and outstanding of UCI, a privately-held corporation established under the laws
of the Republic of Cyprus, for a value of approximately $1.2 million for 125,000
shares of common stock (50% delivered at the acquisition date (valued at
$102,000) and 50% to be delivered February 1, 2000, subject to adjustment), and
$2.1 million payable as follows: (a) $75,000 paid in cash in January 1999; (b)
$1.0 million in the form of two notes; (c) $1.0 million in the form of a
non-interest bearing note payable only depending on the percentage of projected
revenue achieved, subject to adjustment; and (d) warrants to purchase 50,000
shares of common stock with an exercise price of $1.63 per share. See Note 5 for
the terms and conditions of the notes. This acquisition has been accounted for
under the purchase method of accounting.
In 1999, the Company obtained a final appraisal of UCI's assets from
independent appraisers which resulted in acquired goodwill of $0.5 million and
an acquired intangible of $0.7 million related to customer contracts. Goodwill
is being amortized on a straight-line basis over seven years and the acquired
intangible is being amortized on a straight-line basis over two years. The
Company may issue additional purchase consideration (see discussion above of
$1.0 million note) if UCI meets certain defined revenue targets. The Company is
currently renegotiating the original agreement and timing of the performance
measurement. The goodwill amount will be finalized pending resolution of these
purchase price contingencies. As a result, goodwill may increase when these
contingencies are resolved.
Telekey
On February 12, 1999, the Company completed the acquisition of Telekey for
a value of approximately $3.4 million for which it (i) paid $0.1 million at
closing; (ii) issued a promissory note for $150,000 payable in equal monthly
installments over one year; (iii) issued 1,010,000 shares of Series F
Convertible Preferred Stock ("Series F Preferred") valued at $2.0 million; (iv)
agreed to issue at least 505,000 and up to an additional 1,010,000 shares of
Series F Preferred Stock two years from the date of closing (or upon a change of
control or certain events of default if they occur before the end of two years),
subject to Telekey meeting certain revenue and EBITDA objectives; and (v) direct
costs associated with the acquisition of $0.2 million. See Notes 5 and 10 for
further discussion. The value of $979,000 for the above 505,000 shares of Series
F Preferred Stock has been included in the purchase consideration.
This acquisition was accounted for using the purchase method of accounting.
The purchase price allocation based on management's review and third party
appraisals resulted in goodwill of $2.1 million and acquired intangibles of
approximately $3.0 million related to the value of certain distribution
networks, internally developed software and assembled and trained workforce.
Goodwill is being amortized on a straight-line basis over seven years. The
acquired intangibles are being amortized on a straight-line basis over
F-19
<PAGE>
eGLOBE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
the useful lives of three to seven years. The final purchase amount will be
determined when the contingent purchase element related to Telekey's ability to
achieve certain revenue and EBITDA objectives is resolved and the additional
shares are issued. Goodwill may increase when this contingency is resolved.
At the acquisition date, the stockholders of Telekey received Series F
Preferred Stock as discussed above, which is ultimately convertible into common
stock. In addition, the stockholders may receive additional shares of Series F
Preferred Stock subject to Telekey meeting its performance objectives. These
stockholders in turn agreed to grant upon conversion of the Series F Preferred
Stock a total of 240,000 shares of the Company common stock to certain Telekey
employees. Of this total, 60,000 shares will be issued only if Telekey meets
certain performance objectives. As of December 31, 1999, the value of the
underlying non-contingent 180,000 shares of common stock granted by the Telekey
stockholders to certain employees has resulted in a charge to income of $0.8
million. The stock grants are performance based and will be adjusted each
reporting period (but not less than zero) for the changes in the stock price
until the shares are issued to the employees. As discussed in Note 10, the
Telekey stockholders converted their shares of Series F Preferred Stock on
January 3, 2000, therefore, no additional compensation expense will be recorded
for the non-contingent shares after this date.
In February 2000, the Company reached a preliminary agreement with the
former stockholders of Telekey to restructure certain terms of the original
acquisition agreement. Such restructuring, which is subject to completion of
final documentation, includes an acceleration of the original earn out
provisions as well as the termination dates of certain employment agreements.
Connectsoft
In June 1999, the Company, through its subsidiary Vogo, purchased
substantially all the assets of Connectsoft, for a value of approximately $5.3
million consisting of the following: (a) one share of the Company's 6% Series G
Cumulative Convertible Redeemable Preferred Stock ("Series G Preferred") valued
at $3.0 million; (b) $1.8 million in advances (includes $971,000 in 1998) to
Connectsoft made by the Company prior to the acquisition which were converted
into part of the purchase price and (c) direct costs associated with the
acquisition of $0.5 million. This acquisition was accounted for under the
purchase method of accounting and the financial statements of the Company
reflect the final allocation of the purchase price based on appraisals performed
by a third party. The final allocation resulted in goodwill of $1.0 million and
acquired intangibles of $9.1 million. The acquired intangibles consist of
internally developed software, existing technology, assembled workforce and
customer base. Intangibles are being amortized on a straight-line basis over
useful lives of three to five years. Goodwill is being amortized on a
straight-line basis over seven years.
The Company also borrowed $0.5 million from the seller which bears interest
at a variable rate (8.5% at December 31, 1999). Principal and interest payments
are due in twelve (12) equal monthly payments commencing on September 1, 1999.
The remaining principal and accrued interest also become due on the first date
on which (i) the Company receives in any transaction or series of transactions
any equity or debt financing of at least $50.0 million or (ii) Vogo receives in
any transaction or series of transactions any equity or debt financing of at
least $5.0 million. See Note 5 for further discussion.
In August 1999, the Company issued 30 shares of Series K Cumulative
Convertible Preferred Stock ("Series K Preferred Stock") in exchange for its
Series G Preferred Stock held by the seller of Connectsoft. (See Note 10 for
further discussion).
Swiftcall
In July 1999, the Company acquired all the common stock of Swiftcall, a
privately-held telecommunications company, and certain network operating
equipment held by an affiliate of Swiftcall. The aggregate purchase price
equaled $3.3 million, due in two equal payments on December 3, 1999 and June 1,
2000. The agreement provided that payments could be made at the option of the
Company, in whole or in
F-20
<PAGE>
eGLOBE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
part, (i) in cash or (ii) in stock, by issuing to the stockholder of Swiftcall
the number of shares of common stock of the Company equal to the first payment
amount or the second payment amount, as the case may be, divided by the market
price as defined. On August 12, 1999, the Company elected to make both payments
by issuing common stock. In December 1999, the Company issued 526,063 shares of
common stock valued at $1,645,000 as payment for the first of the two
installment payments. The final payment is payable June 1, 2000 in shares of
common stock.
As part of the transaction, the former stockholder of Swiftcall, who also
owns VIP Communications, Inc., ("VIP") a calling card company in Herndon,
Virginia, agreed to cause VIP to purchase services from the Company, of the type
presently being purchased by VIP from the Company's IDX subsidiary, which
results in revenue to the Company of at least $500,000 during the 12 months
ending August 3, 2000. Any revenue shortfall will be paid by a reduction in the
number of shares of common stock issued to the Swiftcall Stockholder. The
Company may deposit the applicable portion of the second payment of the purchase
price of shares of common stock into escrow on June 1, 2000 if it appears that
there will be a revenue shortfall under the arrangement with VIP.
The acquisition was accounted for using the purchase method of accounting.
The financial statements of the Company reflect the final allocation of the
purchase price based on appraisals performed by a third party. The final
allocation resulted in acquired property and equipment valued at approximately
$5.1 million that is being depreciated on a straight-line basis over seven
years.
iGlobe
Effective August 1, 1999, the Company assumed operational control of
Highpoint, owned by Highpoint Telecommunications, Inc. ("HGP"). On October 14,
1999, substantially all of the operating assets of Highpoint were transferred to
iGlobe, a newly formed subsidiary of HGP, and the Company acquired all of the
issued and outstanding common stock of iGlobe for a value of approximately $9.9
million. In July 1999, the Company and Highpoint agreed that the Company would
manage the business of iGlobe and would take responsibility for the ongoing
financial condition of iGlobe from August 1, 1999, pursuant to a Transition
Services and Management Agreement ("TSA"). Pursuant to this agreement, HGP
financed working capital through the closing date to iGlobe for which the
Company issued a short term note payable of $1.8 million (see Note 5). The
acquisition closed October 14, 1999. The purchase price consisted of (i) one
share of 20% Series M Convertible Preferred Stock ("Series M Preferred Stock")
valued at $9.6 million (see Note 10 for further discussion), (ii) direct
acquisition costs of approximately $0.3 million; and (iii) HGP was given a
non-voting beneficial 20% interest of the equity interest subscribed or held by
the Company in a yet-to-be-completed joint venture known as IP Solutions B.V.
The acquisition was accounted for using the purchase method of accounting.
This initial preliminary purchase price allocation based on management's review
and third party appraisals has resulted in goodwill of $1.8 million and acquired
intangibles of $2.4 million related to a customer base, licenses and operating
agreements, a sales agreement and an assembled workforce. Goodwill is being
amortized on a straight-line basis over seven years. The acquired intangibles
are being amortized on a straight-line basis over the estimated useful lives of
three years. The Company will determine the final purchase price allocation
based on completion of management's review.
ORS
In September 1999, the Company acquired control of ORS from its sole
stockholder, Oasis. The Company and Oasis formed eGlobe/Oasis Reservations LLC,
("LLC"), which is responsible for conducting the business operations of ORS. The
Company manages and controls the LLC and receives 90% of the profits and losses
from ORS' business. The LLC was funded by contributions effected by the members
under a Contribution Agreement ("Contribution Agreement"). Oasis contributed all
the outstanding shares of ORS
F-21
<PAGE>
eGLOBE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
valued at approximately $2.3 million as its contribution to the LLC. The Company
contributed 1.5 million shares of its common stock valued at $3.0 million on the
date of issuance and warrants to purchase additional shares of its common stock
to the LLC. The warrants are exercisable for the shares of common stock as
discussed below:
(a) shares equal to the difference between $3.0 million and the value of
the Company's 1.5 million share contribution on the date that the shares of
common stock (including the shares underlying the warrants) contributed to
the LLC are registered with the SEC if the value of the 1.5 million shares
on that date is less than $3.0 million;
(b) shares equal to $100,000 of the Company's common stock for each
30-day period beyond 90 days following the date of contribution that the
shares of the Company's common stock (including the shares underlying the
warrants) contributed to the LLC remain unregistered;
(c) shares up to $2.0 million of the Company's common stock, subject to
adjustment based upon ORS achieving certain revenue and EBITDA targets
during the measurement period of August 1, 1999 to January 31, 2000,
provided however, that Oasis may select a different period if: (i) ORS
obtains a new customer contract at any time between the closing date and
March 31, 2000 and (ii) the Company enters into a new contract with a
specific customer at any time between the closing date and March 31, 2000.
If either of these events occur, then Oasis may select as the measurement
period, in its discretion, any of the following; (x) the period from August
1, 1999 to January 31, 2000, (y) the period from September 1, 1999 to
February 29, 2000 or (z) the period from October 1, 1999 to March 31, 2000;
(d) additional shares based upon (1) ORS achieving certain revenue and
EBITDA targets, and (2) the Company's share price at the date of
registration of the shares for this transaction. Under certain
circumstances, these shares may be equal to the greater of (A) 50% of the
incremental revenue for the Second Measurement Period (as defined in the
agreements) over $9.0 million or (B) four times the incremental Adjusted
EBITDA (as defined in the agreements) for the Second Measurement Period over
$1.0 million provided, however, that such number of shares shall not exceed
the greater of; (i) 1,000,000 shares of the Company's common stock or (ii)
that the number of shares of the Company's common stock determined by
dividing $8.0 million by the Second Measurement Period Date Market Value (as
defined in the agreements); and provided further, that if the basis for
issuance of such shares is incremental revenue over $9.0 million then EBITDA
for the Second Measurement Period must be at least $1.0 million for the
revenue between $9.0 million and $12.0 million or at least $1.5 million for
revenue above $12.0 million. In addition, the LLC may receive 0.5 million
shares of the Company's common stock if the revenue for the Second
Measurement Period is equal to or greater than $37.0 million and the
Adjusted EBITDA for the Second Measurement Period is equal to or greater
than $5.0 million.
According to the Operating Agreement, the net profits and net losses of the
LLC are allocated 90% to the Company and 10% to Oasis. Proceeds from the sale of
the Company's common stock or warrants would be allocated 90% to the Company and
10% to Oasis. Proceeds from the sale of the ORS stock or its assets will be
allocated 100% to Oasis until Oasis has received distributions of at least $9.0
million and then 90% to Oasis and 10% to the Company. Pursuant to the LLC's
Operating Agreement, the LLC is an interim step to full ownership of ORS by the
Company. Once the Company has either raised $10.0 million in new capital or
generated three consecutive months of positive cash flow and registered the
shares issued in this transaction, the LLC will be dissolved and ORS will become
a wholly-owned subsidiary of the Company. Under these circumstances, Oasis would
receive the shares of common stock and warrants contributed to the LLC by the
Company. Additionally, even if these conditions are not fulfilled, Oasis has the
right to redeem its interest in the LLC at any time in exchange for the shares
of common stock and the warrants issued to the LLC by eGlobe.
In January 2000, the Company raised more than $10.0 million in new capital.
Once the Company registers the shares issued in this transaction, the LLC will
be dissolved and ORS will become a wholly-owned subsidiary of the Company.
F-22
<PAGE>
eGLOBE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
This acquisition was accounted for using the purchase method of accounting.
The purchase allocation based on management's review and third party appraisals
resulted in goodwill of $0.4 million and acquired intangibles of $1.6 million
related to assembled and trained workforce and customer contracts. The goodwill
is being amortized on a straight-line basis over seven years. The acquired
intangibles are being amortized on a straight-line basis over the estimated
useful lives of three to five years. The Company has not determined at this time
if certain performance measures have been met. The purchase amount may increase
upon resolution of the contingencies discussed earlier.
As the Company controls the operations of the LLC, the LLC has been
included in the Consolidated Financial Statements with Oasis' interest in the
LLC recorded as Minority Interest in the LLC.
In connection with the purchase and installation of equipment and leasehold
improvements at ORS' new facility in Miami, Florida, Oasis agreed to loan ORS up
to $451,000. The loan is required to be repaid in six equal quarterly principal
installments beginning November 30, 1999. The Company guaranteed ORS'
obligations under this loan and granted Oasis a security interest in its
ownership interest in the LLC. As of December 31, 1999, there was $451,000
outstanding under this commitment. See Note 5 for further discussion.
Subsequent to the acquisition, $1.0 million of costs were incurred related
to the purchase and installation of equipment and leasehold improvements at this
new facility. Of these costs, $0.6 million was paid by Oasis and contributed to
the LLC resulting in an increase in the Minority Interest in the LLC.
Coast
On December 2, 1999, the Company acquired all the common shares of Coast
which was majority owned by the Company's largest stockholder (See Note 7). The
purchase consideration valued at approximately $16.7 million consisted of: (a)
16,100 shares of Series O Convertible Preferred Stock ("Series O Preferred
Stock") valued at approximately $13.4 million; (b) 882,904 shares of common
stock valued at approximately $3.0 million; and (c) direct costs associated with
the acquisition of approximately $0.3 million. The Series O Preferred Stock is
convertible into a maximum of 3,220,000 shares of common stock. See Note 10 for
further discussion.
The acquisition was accounted for using the purchase method of accounting.
The financial statements of the Company reflect the preliminary allocation of
the purchase price based on management's review and preliminary third party
appraisals. The preliminary purchase price allocation resulted in goodwill of
$14.3 million and intangibles of $3.2 million related to the value of certain
distribution networks, certain long distance infrastructure, internally
developed software and assembled and trained workforce. Goodwill is being
amortized on a straight-line basis over seven years, and the acquired
intangibles are being amortized on a straight-line basis over the estimated
useful lives of five years. The final purchase price allocation has not been
finalized pending final third party appraisals and completion of management's
review.
Pro Forma Results of Operations
The IDX and UCI acquisitions as well as the subsequent increase in the
preferred conversion factor for preferred shares originally issued to IDX
stockholders, the renegotiations of the terms of the IDX purchase agreement and
the 1999 reclassification of acquired goodwill to other identifiable
intangibles, are reflected in the following unaudited pro forma consolidated
results of operations assuming the acquisitions had occurred at the beginning of
the year ended March 31, 1998. The Telekey, Connectsoft, Swiftcall, iGlobe, ORS,
and Coast acquisitions, as well as the exchange of the Series G Preferred Stock
for the Series K Preferred Stock, are reflected in the following unaudited pro
forma consolidated results of operations assuming the acquisitions had occurred
at the beginning of the nine month period ended December 31, 1998.
The unaudited pro forma consolidated results of operations for the year
ended March 31, 1998 include IDX's results of operations for the year ended
December 31, 1997 and eGlobe's results of operations for the year ended March
31, 1998. The IDX, UCI, Telekey, Connectsoft, Swiftcall, iGlobe, ORS and Coast
results of operations for the nine months ended December 31, 1998 are estimated
based on annualized results for the year ended December 31, 1998 and seasonal
trends in operations.
F-23
<PAGE>
eGLOBE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
<TABLE>
<CAPTION>
UNAUDITED PRO FORMA RESULTS
----------------------------------------------------------
YEAR ENDED NINE MONTHS ENDED YEAR ENDED
DECEMBER 31, 1999 DECEMBER 31, 1998 MARCH 31, 1998
------------------- ------------------- ------------------
<S> <C> <C> <C>
Revenue .............................................. $ 63,157,000 $ 48,701,000 $ 33,691,000
Net loss before extraordinary item ................... $ (62,897,000) $ (23,218,000) $ (21,648,000)
Net loss ............................................. $ (64,798,000) $ (23,218,000) $ (21,648,000)
Net loss attributable to common stockholders ......... $ (73,579,000) $ (25,897,000) $ (26,560,000)
Basic and diluted net loss per share ................. $ (3.02) $ (1.20) $ (1.54)
</TABLE>
In management's opinion, these unaudited pro forma amounts are not
necessarily indicative of what the actual combined results of operations might
have been if the acquisitions had been effective at the beginning of each
respective period, as presented above.
5. NOTES PAYABLE AND LONG-TERM DEBT
Notes payable and long-term debt consist of the following:
<TABLE>
<CAPTION>
DECEMBER 31,
------------------------------
1999 1998
------------- --------------
<S> <C> <C>
Promissory note to a telecommunications company, net of unamortized
discount of $0 and $206,000 (1)............................................ $ -- $ 7,294,000
Promissory notes for acquisition of IDX (2) ................................ -- 5,418,000
Promissory note for acquisition of UCI, net of unamortized discount of $0
and $43,000 (3)............................................................ 250,000 457,000
Promissory note for acquisition of UCI (4) ................................. 500,000 500,000
Promissory note to an investor, net of unamortized discount of $0 and
$26,000 (5)................................................................ 282,000 224,000
8% mortgage note, payable monthly, including interest through March 2010,
with an April 2010 balloon payment; secured by deed of trust on the
related land and building ................................................. 299,000 305,000
Promissory note of Telekey payable to a telecommunication company (6)....... 454,000 --
Promissory note for acquisition of Connectsoft (7) ......................... 500,000 --
Promissory note for acquisition of Telekey (8) ............................. 25,000 --
Promissory note due to seller of iGlobe (9) ................................ 1,831,000 --
Promissory note due to seller of ORS (10) .................................. 451,000 --
Capitalized lease obligations (11) ......................................... 5,750,000 724,000
----------- -----------
Total ...................................................................... 10,342,000 14,922,000
Less current maturities, net of unamortized discount of $0 and $275,000..... 6,813,000 13,685,000
----------- -----------
Total notes payable and long-term debt ..................................... $ 3,529,000 $ 1,237,000
=========== ===========
</TABLE>
- ----------
(1) In February 1998, the Company borrowed $7.5 million from a
telecommunications company. The note was unsecured and bore interest at
8.875%. In connection with this transaction, the lender was granted warrants
expiring February 23, 2001 to purchase 500,000 shares of the Company's
common stock at a price of $3.03 per share. The value of approximately $0.5
million assigned to such warrants when granted in connection with the above
note agreement was recorded as a discount to long-term debt and amortized
over the term of the note as interest expense. In January 1999, pursuant to
the anti-dilution provisions of the loan agreement, the exercise price of
the warrants was adjusted to $1.5125 per share, resulting in additional debt
discount of $0.2 million. This amount was amortized over the remaining term
of the note. In July 1999, this note plus accrued interest was repaid and
the remaining unamortized discount was recorded as interest expense.
F-24
<PAGE>
eGLOBE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
(2) In connection with the IDX acquisition, the Company originally issued $5.0
million unsecured convertible subordinated promissory notes and a $418,000
convertible subordinated promissory note for accrued but unpaid dividends
owed by IDX. The notes bore interest at LIBOR plus 2.5%. Each of the notes,
plus accrued interest, could be paid in cash or shares of the Company's
common stock, at the sole discretion of the Company. In March 1999, the
Company elected to pay the first note, which had a face value of $1.0
million, plus accrued interest, in shares of common stock and issued 431,729
shares of common stock to discharge this indebtedness. In connection with
the discharge of this indebtedness, the IDX stockholders were granted
warrants expiring March 23, 2002 to purchase 43,173 shares of the Company's
common stock at a price of $2.37 per share. The value assigned to the
warrants of $62,000 was recorded as interest expense in March 1999.
In July 1999, the Company renegotiated the terms of the purchase agreement
with the IDX stockholders. As a result of the renegotiations, the Company
exchanged the remaining notes payable totaling $4.0 million for 400,000
shares of Series I Preferred Stock valued at $4.0 million. In addition, the
maturity date of the $418,000 note was extended and repaid in August 1999
with 140,599 shares of common stock. See Notes 4 and 10 for further
discussion.
(3) On December 31, 1998, the Company acquired UCI. In connection with this
transaction, the Company issued a $0.5 million unsecured promissory note
bearing interest at 8% with principal and interest originally due June 27,
1999. In connection with the note, UCI was granted warrants expiring in
December 31, 2003 to purchase 50,000 shares of the Company's common stock at
a price of $1.63 per share. The value assigned to the warrants of $43,000
was recorded as a discount to the note and was amortized through June 1999
as additional interest expense. In August 1999, the Company completed
renegotiation of the terms of this note pursuant to which the Company paid
$250,000 in November 1999 with the remaining $250,000 plus accrued interest
payable on December 31, 1999. The remaining note was paid in full subsequent
to year end.
(4) In connection with the UCI acquisition, the Company issued a $0.5 million
unsecured promissory note with 8% interest payable monthly due no later than
September 30, 2000.
(5) In September 1998, a subsidiary of the Company entered into a 12% unsecured
bridge loan agreement with an investor for $250,000 and the proceeds were
advanced to Connectsoft, a company acquired in September 1999 as discussed
in Note 4. In connection with this transaction, the lender was granted
warrants to purchase 25,000 shares of the Company's common stock at a price
of $2.00 per share. The value assigned to the warrants of $34,000 was
recorded as a discount to the note and has been fully amortized as of
December 31, 1999 as additional interest expense. As part of the acquisition
of Connectsoft, the Company renegotiated the terms of this note with the
investor in July 1999. Pursuant to the renegotiations, the original note was
replaced with a new note due September 12, 1999 representing principal plus
accrued interest due on the original note. In connection with this new note,
the lender was granted warrants to purchase 25,000 shares of the Company's
common stock at a price of $2.82 per share. The value of $34,000 assigned to
the warrants was recorded as a discount to the note and amortized over the
term of the loan. In December 1999, the lender extended the note and was
granted warrants to purchase 10,000 shares of the Company's common stock at
a price of $2.82 per share. The value of $15,000 was recorded as interest
expense in December 1999. On January 28, 2000, the Company paid the
principal and interest in full.
(6) Telekey has an outstanding promissory note for $454,000 bearing interest,
payable quarterly at 10% with principal due on December 31, 2000. The note
is secured by certain assets of the previous stockholders of Telekey.
(7) In connection with the acquisition of Connectsoft, the Company issued a $0.5
million note to the seller. The note bears interest at a variable rate (8.5%
at December 31, 1999) and principal and interest payments are due in twelve
equal monthly payments commencing on September 1, 1999. The remaining
principal and accrued interest also become due on the first date on which
(i) the Company receives in any transaction or series of transactions any
equity or debt financing of at least $50.0 million or (ii) Vogo receives in
any transaction or series of transactions any equity or debt financing of at
least $5.0 million. The note is secured by all the acquired assets and
property of Connectsoft. The Company repaid the note and accrued interest
subsequent to December 31, 1999.
(8) In connection with the acquisition of Telekey, the Company issued an
unsecured, non-interest-bearing note for $150,000. Principal payments are
due in equal monthly payments through February 2000. Telekey also had a $1.0
million line of credit due on demand and bearing interest at a variable rate
to facilitate operational financing needs. The line of credit was personally
guaranteed by previous stockholders of Telekey and was due on demand. This
line of credit expired in October 1999 and the balance was repaid on
November 2, 1999.
(9) Effective August 1, 1999, the Company acquired iGlobe. In connection with
this transaction, Highpoint financed working capital for iGlobe through the
closing date for which the Company has issued an unsecured note payable for
approximately $1.8 million which was subject to adjustment. The outstanding
past due balance bears interest at 15% per annum. As of March 24, 2000, the
Company has repaid $713,000 of the note and the parties are currently
negotiating payment terms on the remaining balance.
(10) In connection with the purchase of ORS, the seller loaned ORS up to
$451,000 which was used to purchase and install equipment and leasehold
improvements at ORS' new facility in Miami, Florida. The note bears
interest at 7% and principal and interest are due in six equal quarterly
installments beginning November 30, 1999. The Company guaranteed ORS'
obligations under this loan and granted the seller a security interest in
its ownership interest in the LLC.
(11) During 1999, the Company acquired certain capital lease obligations of
approximately $5.0 million through its acquisitions of Telekey,
Connectsoft, iGlobe and Coast as discussed in Note 4. The Company is
committed under various capital leases for certain property and equipment.
These leases are for terms of 18 months to 36 months and bear interest
ranging from 8.52% to 28.0%. Accumulated depreciation on equipment held
under capital leases was $1,395,000 and $150,000 at December 31, 1999 and
1998, respectively.
Notes payable, future maturities of long-term debt and future minimum lease
payments under capital lease obligations at December 31, 1999 are as follows:
<TABLE>
<CAPTION>
NOTES PAYABLE
AND
YEARS ENDING DECEMBER 31, LONG-TERM DEBT CAPITAL LEASES TOTAL
- ------------------------------------------ ---------------- ---------------- --------------
<S> <C> <C> <C>
2000 .............................. $ 4,225,000 $ 3,252,000 $ 7,477,000
2001 .............................. 84,000 2,427,000 2,511,000
2002 .............................. 9,000 915,000 924,000
2003 .............................. 9,000 -- 9,000
2004 .............................. 10,000 -- 10,000
Thereafter ........................ 255,000 -- 255,000
----------- ----------- -----------
Total payments .................... 4,592,000 6,594,000 11,186,000
Less amounts representing interest -- 844,000 844,000
----------- ----------- -----------
Principal payments ................ 4,592,000 5,750,000 10,342,000
Less current maturities ........... 4,225,000 2,588,000 6,813,000
----------- ----------- -----------
Total long-term debt .............. $ 367,000 $ 3,162,000 $ 3,529,000
=========== =========== ===========
</TABLE>
F-25
<PAGE>
eGLOBE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
6. EARNINGS (LOSS) PER SHARE
Earnings per share are calculated in accordance with SFAS No. 128,
"Earnings Per Share". Under SFAS No. 128, basic earnings (loss) per share is
calculated as income (loss) available to common stockholders divided by the
weighted average number of common shares outstanding. Diluted earnings per share
are calculated as net income (loss) divided by the diluted weighted average
number of common shares. The diluted weighted average number of common shares is
calculated using the treasury stock method for common stock issuable pursuant to
outstanding stock options and common stock warrants. Common stock options of
5,245,468, 2,538,159 and 2,020,822 and warrants of 9,188,974, 4,093,167 and
1,391,667 were not included in diluted earnings (loss) per share for the year
ended December 31, 1999, the nine months ended December 31, 1998 and the year
ended March 31, 1998, respectively, as the effect was antidilutive due to the
Company recording a loss for these periods. In addition, convertible preferred
stock, including dividends payable in shares of common stock, stock to be
issued, and convertible subordinated promissory notes convertible into
26,223,940 and 5,323,926 shares of common stock were not included in diluted
earnings (loss) per share for the year ended December 31, 1999 and for the nine
month period ended December 31, 1998, respectively, due to the loss for the
periods. There was no convertible preferred stock or convertible debt
outstanding at March 31, 1998.
Subsequent to December 31, 1999, the Company issued additional preferred
stock and warrants convertible into shares of common stock. See Note 10 for
discussion. Also, the Company renegotiated the terms of a preferred stock
issuance and certain preferred stock was converted into common stock (See Note
16 for discussion). The shares of common stock and the contingent warrants held
by the LLC are not included in the computation of basic and diluted loss per
share.
<TABLE>
<CAPTION>
YEAR NINE YEAR
ENDED MONTHS ENDED ENDED
DECEMBER 31, DECEMBER 31, MARCH 31,
1999 1998 1998
------------------ ----------------- ------------------
<S> <C> <C> <C>
BASIC AND DILUTED EARNINGS (LOSS) PER SHARE:
NUMERATOR
Net loss before extraordinary item ................... $ (49,567,000) $ (7,090,000) $ (13,290,000)
Preferred stock dividends ............................ (11,930,000) -- --
-------------- ------------- --------------
Net loss before extraordinary item attributable to
common stockholders ................................ (61,497,000) (7,090,000) (13,290,000)
Loss on early retirement of debt ..................... (1,901,000) -- --
-------------- ------------- --------------
Net loss attributable to common stockholders ......... $ (63,398,000) $ (7,090,000) $ (13,290,000)
============== ============= ==============
DENOMINATOR
Weighted average shares outstanding .................. 20,610,548 17,736,654 17,082,495
============== ============= ==============
PER SHARE AMOUNTS (BASIC AND DILUTED)
Net loss before extraordinary item ................... $ (2.99) $ (0.40) $ (0.78)
Loss on early retirement of debt ..................... ( 0.09) -- --
-------------- ------------- --------------
Net loss per share ................................... $ (3.08) $ (0.40) $ (0.78)
============== ============= ==============
</TABLE>
F-26
<PAGE>
eGLOBE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
7. RELATED PARTY TRANSACTIONS
Notes payable and long-term debt
Notes payable and long-term debt with related parties consist of the
following:
<TABLE>
<CAPTION>
DECEMBER 31,
----------------------------
1999 1998
<S> <C> <C>
Accounts receivable revolving credit note (1) .............................. $ 1,058,000 $ --
Secured notes, net of unamortized discount of $7,128,000 and $0 (1) ........ 7,806,000 --
Promissory note of Coast (2) ............................................... 3,000,000 --
Promissory note of Coast (2) ............................................... 250,000 --
Promissory note payable to a stockholder, net of unamortized discount of
$137,000 and $46,000 (3)................................................... 863,000 954,000
Short-term loan from two officers and an investor (4) ...................... -- 200,000
----------- ---------
Total, net of unamortized discount of $7,265,000 and $46,000................ 12,977,000 1,154,000
Less current maturities, net of unamortized discount of $2,988,000 and
$46,000.................................................................... 4,676,000 1,154,000
----------- ---------
Total long-term debt, net of unamortized discount of $4,277,000 and $0...... $ 8,301,000 $ --
=========== =========
</TABLE>
- ----------
(1) In April 1999, the Company entered into a loan and note purchase agreement
with EXTL Investors ("EXTL"), which together with its affiliates is the
Company's largest stockholder. Under the terms of this Loan and Note
Purchase Agreement ("Agreement"), in April 1999, the Company initially
received an unsecured loan ("Loan") of $7.0 million bearing interest at 8%
payable monthly with principal and remaining interest due on the earlier of
(i) April 2000, (ii) the date of closing of an offering by the Company from
which the Company received net proceeds of $30.0 million or more, or (iii)
the closing of the $20.0 million purchase of the Company's 5% Secured Notes.
As additional consideration, EXTL received warrants to purchase 1,500,000
shares of the Company's common stock at an exercise price of $0.01 per
share, of which 500,000 warrants were immediately exercisable and 1,000,000
warrants were exercisable only in the event that the stockholders did not
approve the repayment of the $20.0 million credit facility committed by EXTL
in shares of the Company's common stock and grant of warrants to purchase
5,000,000 shares of the Company's common stock or the Company elected not to
draw it down. The 1,000,000 warrants did not become exercisable because both
the stockholder approval was received and the Company elected to draw down
the funds as discussed below.
The value of approximately $2.9 million assigned to the 500,000 warrants was
recorded as a discount to the note payable and amortized through July 1999
when the note was repaid.
F-27
<PAGE>
eGLOBE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Under the Agreement, in July 1999, the Lender purchased $20.0 million of 5%
Secured Notes ("Notes") dated June 30, 1999 at the Company's request. The
transactions contemplated by the Agreement were approved by the Company's
stockholders at the annual stockholders meeting in June 1999. The initial
$7.0 million note was repaid from the proceeds of the Notes along with
accrued interest of $0.1 million.
As additional consideration for the Notes, EXTL was granted warrants vesting
over two years and expiring in three years, to purchase 5,000,000 shares of
the Company's common stock at an exercise price of $1.00 per share. The
value assigned such warrants of approximately $10.7 million was recorded as
a discount to the Notes and is being amortized over the term of the Notes as
additional interest expense.
Principal and interest on the Notes are payable over three years in monthly
installments commencing August 1, 1999 with a balloon payment for the
remaining balance due on the earlier to occur of (i) June 30, 2002, or (ii)
the date of closing of an offering ("Qualified Offering") by the Company of
debt or equity securities, in a single transaction or series of related
transactions, from which the Company receives net proceeds of $100.0 million
or more. Alternatively, the Company may elect to pay up to 50% of the
original principal amount of the Notes in shares of the Company's common
stock, at its option, if: (i) the closing price of the Company's common
stock is $8.00 or more per share for more than 15 consecutive trading days;
(ii) the Company completes a public offering of equity securities at a price
of at least $5.00 per share and with proceeds of at least $30.0 million; or
(iii) the Company completes an offering of securities with proceeds in
excess of $100.0 million.
Also, under the Agreement, EXTL agreed to make advances to the Company under
a 5% Accounts Receivable Revolving Credit Note ("Revolver") for an amount up
to the lesser of (1) 50% of eligible receivables (as defined) or (2) the
aggregate amount of principal that has been repaid to date ($1,066,000 as of
December 31, 1999). Interest payments are due monthly with the unpaid
principal and interest on the Revolver due on the earliest to occur of (i)
the third anniversary of the agreement, June 30, 2002, or (ii) the date of
closing of a Qualified Offering as defined above.
In August 1999, the Company and EXTL agreed to exchange $4.0 million of the
Notes for 40 shares of Series J Cumulative Convertible Preferred Stock
("Series J Preferred"). At the date of exchange, the carrying value of the
$4.0 million Notes, net of the unamortized discount of approximately $1.9
million, was approximately $2.1 million. The excess of the fair value of the
Series J Preferred Stock of $4.0 million over the carrying value of the
Notes of $1.9 million was recorded as an extraordinary loss on early
retirement of debt. The transaction does not result in a tax benefit to the
Company. As a result of this agreement, the $4.0 million is not subject to
redraw under the Revolver. (See Note 10 for further discussion.)
These Notes and Revolver are secured by substantially all of the Company's
existing operating assets and the Company's and IDX's accounts
receivables--the Company can pursue certain additional permitted financing,
including equipment and facilities financing, for certain capital
expenditures. The Agreement contains certain debt covenants and restrictions
by and on the Company, as defined. The Company was in arrears on a scheduled
principal payment under this debt facility as of December 31, 1999 for which
it received a waiver from EXTL through January 1, 2001. In addition the
Company was in default under certain of its other debt agreements as a
result of non-payments of scheduled payments at December 31, 1999 and
obtained a waiver through February 14, 2000 from EXTL. The Company repaid
these other notes by February 14, 2000. The Company was technically in
default under the Notes due to the Company's assumption of the Coast notes,
as discussed below in (2). However, in April 2000, the Agreement was amended
and this event of default was permanently cured as discussed in Note 18.
(2) Coast, acquired in December 1999, has two outstanding unsecured promissory
notes with an affiliate of EXTL for $3.0 million and $250,000. The notes
bear interest at a variable rate (10% at December 31, 1999) and 11%,
respectively. Interest on both notes is payable monthly with the principal
due July 1, 2000 and November 29, 2000, respectively. A change of control is
considered an event of default under the existing $3.0 million note. In
April 2000, this agreement was amended and the event of default was
permanently cured as discussed in Note 18.
(3) In June 1998, the Company borrowed $1.0 million from an existing stockholder
under an 8.875% unsecured note. In connection with this transaction, the
lender was granted warrants expiring September 2001 to purchase 67,000
shares of the Company's common stock at a price of $3.03 per share. The
stockholder also received as consideration for the loan, the repricing and
extension of an existing warrant for 55,000 shares exercisable before
February 2001 at a price of $3.75 per share. The value assigned to such
warrants, including the revision of terms, of approximately $69,000, was
recorded as a discount to the note payable and was amortized over the term
of the note as interest expense through December 31, 1999. In January 1999,
the exercise price of the 122,000 warrants was lowered to $1.5125 per share
and the expiration dates were extended through January 31, 2002. The value
of $57,000 assigned to the revision in terms was recorded as additional debt
discount and was amortized as interest expense through December 31, 1999.
In August 1999, the Company entered into a stock purchase agreement with the
lender. Under this agreement, the lender agreed to purchase 160,257 shares
of common stock of the Company at a price per share of $1.56 and received a
warrant to purchase 60,000 shares of common stock of the Company at a price
per share of $1.00. Additionally, the lender acquired an option to exchange
the principal of the note (up to a maximum amount of $500,000) for: (1)
shares of common stock of the
F-28
<PAGE>
eGLOBE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Company at a price per share of $1.56 and (2) warrants to purchase shares of
common stock of the Company at a price of $1.00 (60,000 shares per $250,000
of debt exchanged). The value of the maximum number of warrants that would
be issued upon exercise of the option of approximately $71,000 was recorded
as additional debt discount and was amortized as interest expense through
December 31, 1999.
Effective December 16, 1999 the Company and the lender extended the maturity
date of the note to April 18, 2000 and increased the interest rate on the
balance outstanding from December 18, 1999 to maturity to 14%. Additionally,
the option to exchange up to 50% of the principal balance for shares of
common stock was increased to 75% under the same terms as discussed earlier.
As a result, the value of the additional 60,000 warrants that would be
issued upon exercise of the option of $137,000 was recorded as additional
debt discount and will be amortized as interest expense through April 18,
2000. The value of $313,000 related to the excess of the market value of the
Company's common stock over the conversion price under the option was
recorded as interest expense because the debt is convertible at the election
of the lender until April 2000.
During 1999, the same stockholder loaned $0.2 million to the Company for
short term needs. This note was converted into 125,000 shares of common
stock during 1999. Upon conversion, the stockholder was issued warrants to
purchase 40,000 shares of common stock at an exercise price of $1.60 per
share and warrants to purchase 40,000 shares of common stock at an exercise
price of $1.00 per share. The value of $102,000 related to these warrants
was recorded as interest expense.
(4) On December 31, 1998, two officers of the Company each loaned $50,000 and an
investor loaned $100,000 to the Company for short term needs. The loans were
repaid in 1999.
Future maturities of notes payable and long-term debt with related parties
at December 31, 1999 are as follows:
<TABLE>
<CAPTION>
YEARS ENDING DECEMBER 31, TOTAL
- -------------------------------------------------------------- --------------
<S> <C>
2000 .................................................. $ 7,664,000
2001 .................................................. 3,076,000
2002 .................................................. 9,502,000
-----------
Total principal payments .............................. 20,242,000
Less unamortized discount ............................. 7,265,000
-----------
Total debt ............................................ 12,977,000
Less current maturities, net of unamortized discount of
$2,988,000............................................ 4,676,000
-----------
Total long-term debt, net of unamortized discount of
$4,277,000............................................ $ 8,301,000
===========
</TABLE>
Settlement with Principal Stockholder
In November 1998, the Company reached an agreement with its former
chairman, Mr. Ronald Jensen, who at the time was also the Company's largest
stockholder. Mr. Jensen is also a member of EXTL, the Company's current largest
stockholder. The agreement concerned settlement of his unreimbursed costs and
other potential claims.
Mr. Jensen had purchased $7.5 million of eGlobe's common stock in a private
placement in June 1997 and later was elected Chairman of the Board of Directors.
After approximately three months, Mr. Jensen resigned his position citing both
other business demands and the demands presented by the challenges of the
Company. During his tenure as Chairman, Mr. Jensen incurred staff and other
costs, which were not billed to the Company. Also, Mr. Jensen subsequently
communicated with the Company's current management indicating that there were a
number of issues raised during his involvement with the Company relating to the
provisions of his share purchase agreement which could result in claims against
the Company.
In order to resolve all current and potential issues, Mr. Jensen and the
Company agreed to exchange his current holding of 1,425,000 shares of common
stock for 75 shares of 8% Series C Cumulative Convertible Preferred Stock
("Series C Preferred Stock"), which management estimated to have a fair market
value of approximately $3.4 million and a face value of $7.5 million. The terms
of the Series C Preferred Stock permitted Mr. Jensen to convert the face value
of the preferred stock to common stock
F-29
<PAGE>
eGLOBE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
at 90% of the market price, subject to a minimum conversion price of $4.00 per
share and a maximum of $6.00 per share. The difference between the estimated
fair value of the preferred stock issued and the market value of the common
stock surrendered resulted in a non-cash charge to the Company's statement of
operations of approximately $1.0 million in the nine months ended December 31,
1998.
In February 1999, contemporaneous with the Company's issuance of Series E
Cumulative Convertible Redeemable Preferred Stock ("Series E Preferred Stock")
to EXTL which is discussed below, the terms of the Series C Preferred Stock were
amended and the Company issued 3,000,000 shares of common stock in exchange for
the 75 shares of outstanding Series C Preferred Stock (convertible into
1,875,000 shares of common stock on the exchange date). The market value of the
1,125,000 incremental shares of common stock issued was recorded as a preferred
stock dividend of approximately $2.2 million. See Note 10 for further
discussion.
Preferred Stock Issuances
In February 1999, the Company issued 50 shares of Series E Preferred Stock
to the Company's largest stockholder for $5.0 million. See Note 10 for further
discussion.
As discussed earlier, in August 1999, the Company issued 40 shares of
Series J Preferred Stock as prepayment of $4.0 million of the Secured Notes. See
Note 10 for further discussion.
Acquisition of Companies
In December 1999, the Company acquired Coast, which was majority owned by
Mr. Jensen. See Note 4 for further discussion. In addition, Coast has
outstanding promissory notes with an affiliate of EXTL as discussed above.
Effective August 1, 1999, the Company acquired iGlobe, a wholly-owned
subsidiary of HGP. An eGlobe director is the president and chief executive
officer of HGP. See Note 4 for further discussion.
Redeemable Common Stock
Upon the execution of the Coast merger agreement, one of the Coast
stockholders signed an employment agreement with the Company. Under a side
letter to the employment agreement, the Company was obligated to repurchase the
247,213 shares of common stock issued to this employee in the Coast acquisition
for $700,000 under certain conditions. Accordingly, the redemption value of
$700,000 for these shares was reclassified and reflected as Redeemable Common
Stock at December 31, 1999. Subsequent to December 31, 1999, this employee
waived the redemption feature. As a result, this amount will be reclassified to
stockholders' equity in the first quarter of 2000.
F-30
<PAGE>
eGLOBE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-- (CONTINUED)
8. PROXY RELATED LITIGATION AND SETTLEMENT COSTS
The Company, its former auditors, certain of its present and former
directors and others were defendants in a consolidated securities class action
which alleged that certain public filings and reports made by the Company,
including its Forms 10-K for the 1991, 1992, 1993 and 1994 fiscal years (i) did
not present fairly the financial condition of the Company and its earnings; and
(ii) failed to disclose the role of a consultant to the Company. The Company and
its former auditors vigorously opposed the action; however, the Company decided
it was in the stockholders' best interest to curtail costly legal proceedings
and settle the case.
Under an Order and Final Judgment entered in this action on September 21,
1998 pursuant to the Stipulation of Settlement dated April 2, 1998, the Company
issued 350,000 shares of its common stock into a Settlement Fund that was
distributed as of October 1999 among the Class on whose behalf the action was
brought.
As a result of the above action and related matters, the Company recorded
$0.1 million and $3.9 million in costs and expenses during the nine months ended
December 31, 1998 and the year ended March 31, 1998. Included in the March 31,
1998 amount, is a charge of $3.5 million which represented the value assigned to
the 350,000 shares of common stock referred to above, which were valued at
$10.00 per share pursuant to the terms of the settlement agreement. Such value
related to the Company's obligation under the Stipulation of Settlement to issue
additional stock if the market price of the Company's stock was less than $10.00
per share during the defined periods. The Company had no obligation to issue
additional stock if its share price is above $10.00 per share for fifteen
consecutive days during the two year period after all shares have been
distributed to the Class. In March 2000, that condition was satisfied and the
Company has no further obligations under the Stipulation of Settlement.
Additionally, the Company settled with another stockholder related to the
same securities class action in May 1998 and issued that stockholder 28,700
shares of common stock at the market price at the date of settlement for a total
value of $81,000.
9. OTHER LITIGATION
In October, 1999, a major telecommunications carrier filed suit against the
Company seeking approximately $2.5 million pursuant to various service
contracts. The Company disputes the amounts allegedly owed based on erroneous
invoices, the quality of service provided and unfair and deceptive billing
practices. The Company believes it has substantial counterclaims and is
vigorously defending this suit. The ultimate outcome of this litigation cannot
be ascertained at this time.
In July 1999, a certain transmission vendor filed suit against the Company,
seeking to collect approximately $300,000. The Company believes it has
substantial counterclaims and is vigorously defending this suit based upon
breach of contract.
The Company and its subsidiaries are also parties to various other legal
actions and various claims arising in the ordinary course of business.
Management of the Company believes that the disposition of the items discussed
above and such other actions and claims will not have a material effect on the
financial position, operating results or cash flows of the Company.
F-31
<PAGE>
eGLOBE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
10. STOCKHOLDERS' EQUITY
Preferred Stock and Redeemable Preferred Stock
At the June 16, 1999 annual stockholder meeting, a proposal to amend the
Company's Certificate of Incorporation to increase the Company's authorized
preferred stock to 10,000,000 was approved and adopted. Par value for all
preferred stock remained at $.001 per share. In addition, the stockholders also
approved and adopted a prohibition on stockholders increasing their percentage
of ownership of the Company above 30% of the outstanding stock or 40% on a fully
diluted basis other than by a tender offer resulting in the stockholder owning
85% or more of the outstanding common stock. The following is a summary of the
Company's series of preferred stock and the amounts authorized and outstanding
at December 31, 1999 and 1998:
Series B Convertible Preferred Stock, 500,000 shares authorized, and 0
and 500,000 shares, respectively, issued and outstanding (series
eliminated in December 1999).
8% Series C Cumulative Convertible Preferred Stock, 275 shares
authorized, 0 and 75 shares, respectively, issued and outstanding (series
eliminated in December 1999).
8% Series D Cumulative Convertible Preferred Stock, 125 shares
authorized, 35 and 0 shares, respectively, issued and outstanding ($3.5
million aggregate liquidation preference) (converted in January 2000).
8% Series E Cumulative Convertible Preferred Stock, 125 shares
authorized, 50 and 0 shares, respectively, issued and outstanding
(converted on January 31, 2000).
Series F Convertible Preferred Stock, 2,020,000 authorized, 1,010,000 and
0 shares, respectively, issued and outstanding (converted on January 3,
2000).
6% Series G Cumulative Convertible Redeemable Preferred Stock, 1 share
authorized, no shares issued and outstanding (series eliminated in
December 1999).
Series H Convertible Preferred Stock, 500,000 shares authorized, 500,000
and 0 shares, respectively, issued and outstanding (converted on January
31, 2000).
Series I Convertible Optional Redemption Preferred Stock, 400,000 shares
authorized, 400,000 and 0 shares, respectively, issued and outstanding
(150,000 shares converted on February 14, 2000).
5% Series J Cumulative Convertible Preferred Stock, 40 shares authorized,
40 and 0 shares, respectively, issued and outstanding ($4.0 million
aggregate liquidation preference)(converted on January 31, 2000).
5% Series K Cumulative Convertible Preferred Stock, 30 shares authorized,
30 and 0 shares, respectively, issued and outstanding ($3.0 million
aggregate liquidation preference) (converted on January 31, 2000).
20% Series M Convertible Preferred Stock, 1 share authorized, 1 and 0
share, respectively, issued and outstanding ($9.0 million aggregate
liquidation preference).
8% Series N Cumulative Convertible Preferred Stock, 20,000 shares
authorized, 1,535 and 0 shares, respectively, issued and outstanding
($1.5 million liquidation preference) (converted during January 2000).
Series O Convertible Preferred Stock, 16,100 shares authorized, 16,100
and 0 shares, respectively, issued and outstanding ($16.0 million
aggregate liquidation preference).
F-32
<PAGE>
eGLOBE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Following is a detailed discussion of each series of preferred stock
outstanding at December 31, 1999 and 1998:
Series B Convertible Preferred Stock
On December 2, 1998, the Company issued 500,000 shares of Series B
Preferred Stock valued at $3.5 million (value increased an additional $1.5
million in June 1999) in connection with the acquisition of IDX. In July 1999,
the Company renegotiated the terms of the IDX purchase agreement with the IDX
stockholders. Pursuant to the renegotiations, the Series B Preferred Stock was
reacquired by the Company in exchange for 500,000 shares of Series H Preferred
Stock. As a result of the exchange agreement, the Company recorded the excess of
the fair market value of the new preferred stock over the carrying value of the
reacquired preferred stock, as a dividend to the Series B Preferred stockholders
of approximately $6.0 million. Pursuant to further renegotiations in December
1999, this dividend was reduced by approximately $1.4 million. (See Note 4 for
further discussion).
8% Series C Cumulative Convertible Preferred Stock
In November 1998, in connection with a settlement with the Company's
largest stockholder (see Note 7), 75 shares of Series C Preferred Stock were
issued to Mr. Ronald Jensen in exchange for 1,425,000 shares of common stock.
The terms of the Series C Preferred Stock permitted the holders to convert the
Series C Preferred Stock into the number of common shares equal to the face
value of the preferred stock divided by 90% of the market price, but with a
minimum conversion price of $4.00 per share and a maximum conversion price of
$6.00 per share, subject to adjustment if the Company issued common stock for
less than the conversion price.
In February 1999, the Company issued 3,000,000 shares of common stock in
exchange for the 75 shares of outstanding Series C Preferred Stock. This
transaction was contemporaneous with the Company's issuance of Series E
Preferred Stock to EXTL, an affiliate of Mr. Jensen, which is discussed below.
See Note 7 for discussion of this transaction.
Series D Cumulative Convertible Preferred Stock
In January 1999, the Company issued 30 shares of Series D Preferred Stock
to a private investment firm for gross proceeds of $3.0 million. The holder
agreed to purchase, for $2.0 million, 20 additional shares of Series D Preferred
Stock upon registration of the common stock issuable upon conversion of this
preferred stock. In connection with this transaction, the Company issued
warrants to purchase 112,500 shares of common stock with an exercise price of
$0.01 per share and warrants to purchase 60,000 shares of common stock with an
exercise price of $1.60 per share.
Upon the Company's registration in May 1999 of the common stock issuable
upon the conversion of the Series D Preferred Stock, the investor purchased 20
additional shares of Series D Preferred Stock and warrants for $2.0 million to
purchase 75,000 shares of common stock with an exercise price of $0.01 per share
and warrants to purchase 40,000 shares of common stock with an exercise price of
$1.60.
The value of approximately $634,000 assigned to these warrants when granted
was originally recorded as a discount to the Series D Preferred Stock. These
discounts were amortized as deemed preferred stock dividends over the periods
from the dates of the grants to the dates that the Series D Preferred Stock
could first be converted into common stock defined as 90 days from issuance. On
August 20, 1999, the exercise price of $1.60 for 100,000 warrants was lowered to
$1.44 per share. The value assigned to this revision in terms was recorded as a
preferred stock dividend. In connection with the revision in terms, the investor
exercised the warrants to purchase 100,000 shares at a price of $1.44 per share
and warrants to purchase 75,000 shares at $0.01 per share. As of December 31,
1999, warrants to purchase 112,500 shares at $0.01 per share were outstanding.
F-33
<PAGE>
eGLOBE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Due to the Company's failure to consummate a specific merger transaction by
May 30, 1999, the Company issued to the investor a warrant exercisable beginning
August 1999 to purchase 76,923 shares of common stock with an exercise price of
$.01 per share. The value of $250,000 assigned to the warrant was recorded as a
preferred stock dividend. The warrant is exercisable for three years. In August
1999, the investor exercised these warrants.
The Series D Preferred Stock carried an annual dividend of 8%, payable
quarterly beginning December 31, 1999. All dividends that would accrue through
December 31, 2000 on each share of Series D Preferred Stock are payable in full
upon conversion of such share. As a result, dividends through December 31, 2000
were accrued over the period from the issuance date to the date that the Series
D Preferred Stock could first be converted by the holder. The Company accrued
approximately $477,000 (net of $240,000 included in the 1999 conversion) in
cumulative Series D Preferred Stock dividends as of December 31, 1999. The
shares of Series D Preferred Stock were convertible, at the holder's option,
into shares of the Company's common stock any time after 90 days from issuance
at a conversion price equal to $1.60. The shares of Series D Preferred Stock
automatically convert into common stock upon the earliest of (i) the first date
on which the market price of the common stock is $5.00 or more per share for any
20 consecutive trading days, (ii) the date on which 80% or more of the Series D
Preferred Stock has been converted into common stock, or (iii) the date the
Company closes a public offering of equity securities at a price of at least
$3.00 per share with gross proceeds of at least $20.0 million.
In December 1999, 15 shares of Series D Preferred Stock were converted into
1,087,500 shares of common stock. Subsequent to December 31, 1999, the remaining
35 shares of Series D Preferred Stock were converted into 2,537,500 shares of
common stock. The shares of common stock issued upon conversion of the 50 shares
of Series D Preferred Stock included payment for dividends through December 31,
2000.
Series E Cumulative Convertible Preferred Stock
In February 1999, the Company issued 50 shares of Series E Preferred Stock
to the Company's largest stockholder, for gross proceeds of $5.0 million. The
Series E Preferred Stock carried an annual dividend of 8%, payable quarterly
beginning December 31, 2000. All dividends that would accrue through December
31, 2000 on each share of Series E Preferred Stock are payable in full upon
conversion of such share. As a result, dividends through December 31, 2000 were
accrued over the period from the issuance date to the date that the Series E
Preferred Stock could first be converted by the holder. The Company accrued
approximately $750,000 in Series E Preferred Stock dividends as of December 31,
1999. As additional consideration, the Company issued to the holder three year
warrants to purchase 723,000 shares of common stock at $2.125 per share and
277,000 shares of common stock at $0.01 per share. The value of $1.1 million
assigned to such warrants was recorded as a deemed dividend when granted because
the Series E Preferred Stock was convertible at the election of the holder at
the issuance date. In connection with a debt placement concluded in April 1999
(see Note 7), the Series E Preferred Stockholder elected to make such shares
convertible; accordingly, such shares were no longer redeemable.
The shares of Series E Preferred Stock automatically convert into shares of
the Company's common stock, on the earliest to occur of (a) the first date as of
which the last reported sales price of the Company's common stock on Nasdaq is
$5.00 or more for any 20 consecutive trading days during any period in which the
Series E Preferred Stock is outstanding, (b) the date that 80% or more of the
Series E Preferred Stock has been converted into common stock, or (c) the
Company completes a public offering of equity securities at a price of at least
$3.00 per share and with gross proceeds to the Company of at least $20.0
million. The initial conversion price for the Series E Preferred Stock is
$2.125, subject to adjustment if the Company issues common stock for less than
the conversion price.
On January 31, 2000, the Series E Preferred Stock automatically converted
into 2,352,941 shares of common stock because the last reported closing sales
price of the Company's common stock was over the required threshold for the
requisite number of trading days.
F-34
<PAGE>
eGLOBE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Series F Convertible Preferred Stock
As discussed in Note 4, in February 1999, the Company completed the
acquisition of Telekey. The purchase consideration included the issuance of
1,010,000 shares of Series F Preferred Stock valued at $1,957,000. The Company
originally agreed to issue at least 505,000 and up to an additional 1,010,000
shares of Series F Preferred Stock two years from the date of closing (or upon a
change of control or certain events of default if they occur before the end of
two years), subject to Telekey meeting certain revenue and EBITDA objectives.
The 505,000 shares valued at $979,000 are included in stock to be issued in the
accompanying consolidated balance sheet.
The shares of Series F Preferred Stock initially issued automatically
convert into shares of common stock on the earlier to occur of (a) the first
date as of which the market price is $4.00 or more for any 15 consecutive
trading days during any period that the Series F Preferred Stock is outstanding,
or (b) July 1, 2001. The Company guaranteed a price of $4.00 per share at
December 31, 1999 to recipients of the common stock issuable upon the conversion
of the Series F Preferred Stock, subject to Telekey's achievement of certain
defined revenue and EBITDA objectives.
On December 31, 1999, the market price of the Company's common stock
exceeded $4.00, therefore, no additional shares were issuable. On January 3,
2000, the former stockholders of Telekey converted their combined 1,010,000
shares of Series F Preferred Stock into a total of 1,209,584 shares of common
stock.
In February 2000, the Company reached a preliminary agreement with the
former stockholders of Telekey to restructure certain terms of the original
acquisition agreement. Such restructuring, which is subject to completion of
final documentation, includes an acceleration of the original earn-out
provision. See Note 4.
Series G Cumulative Convertible Redeemable Preferred Stock
In connection with the purchase of substantially all of the assets of
Connectsoft in June 1999, as discussed in Note 4, the Company issued one share
of Series G Preferred Stock valued at $3.0 million. The Series G Preferred Stock
carried an annual dividend of 6%, payable annually beginning September 30, 2000.
In August 1999, the Company issued 30 shares of Series K Preferred Stock in
exchange for the one share of Series G Preferred Stock. This exchange is
discussed in more detail below.
Series H Convertible Preferred Stock
In July 1999, the Company issued 500,000 shares of Series H Preferred Stock
originally valued at approximately $11.0 million in exchange for 500,000 shares
of Series B Preferred. See Note 4 for discussion of the exchange agreement. The
shares of Series H Preferred Stock convert automatically into a maximum of
3,750,000 shares of common stock, subject to adjustment as described below, on
January 31, 2000 or earlier if the closing sale price of the common stock is
equal to or greater than $6.00 for 15 consecutive trading days. Providing the
Series H Preferred Stock had not converted, the Company guaranteed a price of
$6.00 per share on January 31, 2000.
In December 1999, the Company and the IDX stockholders agreed to reduce the
preferred stock and warrants consideration paid to the IDX stockholders as
discussed in Note 4. As a result of this renegotiation, the value of the shares
of Series H Preferred Stock was reduced by $1.4 million. As a result, the shares
were convertible into a maximum of 3,262,500 shares at December 31, 1999.
On January 31, 2000, the shares of Series H Preferred Stock automatically
converted into 3,262,500 shares of common stock (reflecting the above adjustment
negotiated in December 1999).
F-35
<PAGE>
eGLOBE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Series I Convertible Optional Redemption Preferred Stock
In July 1999, the Company issued 400,000 shares of Series I Preferred Stock
in exchange for notes payable of $4.0 million due to the IDX stockholders. See
Note 4 for discussion of renegotiations. The Company had the option, which the
Company did not exercise, to redeem 150,000 shares of the Series I Preferred
Stock prior to February 14, 2000 at a price of $10.00 per share plus 8% of the
value of Series I Preferred Stock per annum from December 2, 1998 through the
date of redemption. The Company still has an option to redeem 250,000 shares of
Series I Preferred Stock prior to July 17, 2000 at a price of $10.00 per share
plus 8% of the value of Series I Preferred Stock per annum from December 2, 1998
through the date of redemption for cash, common stock or a combination of the
two. Any Series I Preferred Stock not redeemed by the applicable dates discussed
above automatically converts into common stock based on a conversion price of
$10.00 per share plus 8% per annum of the value of the Series I Preferred Stock
from December 2, 1998 through the date of conversion divided by the greater of
the average closing price of common stock over the 15 days immediately prior to
conversion or $2.00 up to a maximum of 3.9 million shares of common stock. The
Company made a written election in August 1999 to pay the 8% of the value in
shares of Common Stock upon redemption or conversion.
On February 14, 2000, 150,000 shares of the Series I Preferred Stock plus
the 8% accrual of the value automatically converted into 166,304 shares of
common stock.
Series J Cumulative Convertible Preferred Stock
In August 1999, the Company reached an agreement with EXTL which was
finalized in November 1999 whereby the Company issued to EXTL 40 shares of
Series J Preferred Stock valued at $4.0 million as prepayment of $4.0 million of
the outstanding $20.0 million Secured Notes issued to EXTL. (See Note 7 for
discussion).
The Series J Preferred Stock carries an annual dividend of 5% which is
payable quarterly, beginning December 31, 2000. The Company has accrued
approximately $29,000 in cumulative Series J Preferred Stock dividends as of
December 31, 1999. The shares of Series J Preferred Stock are convertible, at
the holder's option, into shares of the Company's common stock at any time at a
conversion price, subject to adjustment for certain defined events, equal to
$1.56. The shares of Series J Preferred Stock automatically converts into the
Company's Common stock, on the earliest to occur of (i) the first date as of
which the last reported sales price of the Company's common stock on Nasdaq is
$5.00 or more for any 20 consecutive trading days during any period in which
Series J Preferred Stock is outstanding, (ii) the date that 80% or more of the
Series J Preferred Stock the Company has issued has been converted into the
Company's common stock, or (iii) the Company completes a public offering of
equity securities at a price of at least $3.00 per share and with gross proceeds
to the Company of at least $20.0 million.
On January 31, 2000, the Series J Preferred Stock automatically converted
into 2,564,102 shares of common stock because the last reported closing sales
price of the Company's common stock was over the required threshold for the
requisite number of trading days.
Series K Cumulative Convertible Preferred Stock
In August 1999, the Company reached an agreement under which it issued 30
shares of Series K Preferred Stock valued at $3.0 million in exchange for the
one share of its Series G Preferred Stock. The carrying value of the Series G
Preferred Stock exceeded the fair value of the Series K Preferred Stock because
of accrued dividends that were not paid pursuant to the exchange. The excess of
$36,000 reduced the loss attributable to common stockholders.
The Series K Preferred Stock carries an annual dividend of 5% which is
payable quarterly, beginning December 31, 2000. All dividends that would accrue
through December 31, 2000 on each share of Series K Preferred Stock are payable
in full upon conversion of such share. As a result, dividends through
F-36
<PAGE>
eGLOBE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
December 31, 2000, were accrued over the period from the issuance date to the
date that the Series K Preferred Stock could first be converted by the holder.
The Company accrued approximately $200,000 in Series K Preferred Stock
cumulative dividends as of December 31, 1999. The shares of Series K Preferred
Stock are convertible, at the holder's option, into shares of the Company's
common stock at any time at a conversion price equal to $1.56, subject to
adjustment for certain defined events. The shares of Series K Preferred Stock
automatically convert into the Company's common stock, on the earliest to occur
of (i) the first date as of which the last reported sales price of the Company's
common stock on Nasdaq is $5.00 or more for any 20 consecutive trading days
during any period in which Series K Preferred Stock is outstanding, (ii) the
date that 80% or more of the Series K Preferred Stock the Company has issued has
been converted into the Company's common stock, or (iii) the Company completes a
public offering of equity securities at a price of at least $3.00 per share and
with gross proceeds to the Company of at least $20.0 million.
On January 31, 2000, the Series K Preferred Stock automatically converted
into 1,923,077 shares of common stock because the closing price of the Company's
common stock was over the required threshold for the requisite number of trading
days.
Series M Convertible Preferred Stock
In October 1999, the Company issued one share of Series M Preferred Stock
valued at $9.6 million in connection with the acquisition of iGlobe. The one
share of Series M Preferred Stock has a liquidation value of $9.0 million and
carries an annual cumulative dividend of 20% which will accrue and be payable
annually or at conversion in cash or shares of common stock, at the option of
the Company. The Company accrued $380,000 in Series M Preferred Stock dividends
as of December 31, 1999. The above market dividend resulted in a premium of
$643,000 which will be amortized as a deemed preferred dividend stock over the
one year period from the issuance date through October 2000. The Series M
Preferred Stock is convertible, at the option of the holder, one year after the
issue date at a conversion price of $2.385. The Company recorded a dividend on
the Series M Preferred Stock of approximately $1.4 million for the beneficial
conversion feature based on the excess of the common stock closing price on the
effective date of the acquisition over the conversion price. This dividend will
be amortized as a deemed preferred dividend over the one year period from the
date of issuance.
The Company has the right, at any time prior to the holder's exercise of
its conversion rights, to repurchase the Series M Preferred Stock for cash upon
a determination by eGlobe's Board that it has sufficient cash to fund operations
and make the purchase. The share of Series M Preferred Stock shall automatically
be converted into shares of common stock, based on the then-effective conversion
rate, on the earliest to occur of (but no earlier than one year from issuance)
(i) the first date as of which the last reported sales price of the common stock
is $5.00 or more for any 10 consecutive trading days during any period in which
Series M Preferred Stock is outstanding, (ii) the date that is seven years after
the issue date, or (iii) the date upon which the Company closes a public
offering of equity securities of the Company at a price of at least $4.00 per
share and with gross proceeds of at least $20.0 million.
Series N Cumulative Convertible Preferred Stock
During October and November 1999, the Company sold 2,670 shares of 8%
Series N Preferred Stock and 304,636 warrants for gross proceeds of $2.7
million. The Series N Preferred Stock carries an 8% annual dividend payable in
cash or common stock at the holder's option, or in the absence of an election of
the holder, at the election of the Company. The Company accrued $45,000 in
Series N Preferred Stock dividends as of December 31, 1999.
The shares of Series N Preferred Stock are immediately convertible, at the
holder's option, into shares of the Company's common stock at a conversion price
equal to the greater of $2.125 and 101% of the average closing market price per
share of common stock for the 15 trading days prior to the binding
F-37
<PAGE>
eGLOBE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
commitment of the holder to invest (provided however that no shares of Series N
Preferred Stock sold after the first issuance shall have an initial conversion
price below the initial conversion of the shares sold at first issuance) or 85%
of the market price per share of common stock, computing the market price per
share for the purpose of such conversion as equal to the average closing market
price per share for the five trading days immediately prior to the conversion
date, provided however that the conversion price shall not be greater than the
greater of $3.25 or 150% of the initial conversion price. The Company recorded
dividends at issuance of approximately $230,000 for the beneficial conversion
feature based on the excess of the common stock market price on the date of the
issuance over the conversion price.
The Series N Preferred Stock automatically converts into shares of common
stock on the earliest to occur of: (i) the date that is the fifth anniversary of
the issuance of Series N Preferred Stock; (ii) the first date as of which the
last reported sales price of the common stock on Nasdaq is $6.00 or more for any
15 consecutive trading days during any period in which Series N Preferred Stock
is outstanding; (iii) the date that 80% or more of the Series N Preferred issued
by the Company has been converted into common stock, the holders thereof have
agreed with the Company in writing to convert such Series N Preferred Stock into
common stock or a combination of the foregoing; or (iv) the Company closes a
public offering of equity securities of the Company with gross proceeds of at
least $25.0 million.
The warrants are exercisable one year from issuance and expire three years
from issuance. The exercise prices vary from $3 to $5 per share. In addition,
the holders may elect to make a cash-less exercise. The value of the warrants of
$423,000 was recorded as a dividend at the issuance date because the Series N
Preferred Stock is immediately convertible.
During December 1999, 1,135 shares of Series N Preferred Stock were
converted into 457,162 shares of common stock. Subsequent to December 31, 1999,
the remaining shares of Series N Preferred Stock outstanding at December 31,
1999 were converted into 375,263 shares of common stock.
See Note 16 for a discussion of additional shares of Series N Preferred
Stock sold and converted subsequent to year end.
Due to a delay in registering shares of the Company's common stock, in
February 2000, the Company issued warrants to certain Series N Preferred
Stockholders to purchase 200,000 shares of the Company's common stock at a price
per share equal to $7.50. The warrants are exercisable in whole or in part at
any time beginning on the date that is one year after the date of issuance until
the third anniversary of the date of issuance.
Series O Convertible Preferred Stock
In December 1999, the Company issued 16,100 shares of Series O Preferred
Stock in connection with the acquisition of Coast. See Note 4 for further
discussion. The estimated value of the Series O Preferred Stock of $13.4 million
is based upon a preliminary appraisal. The Series O Preferred Stock carries an
annual dividend of 10%. All dividends that would accrue through November 30,
2001 on each share of Series O Preferred Stock are payable in full upon
conversion of such share. The preliminary appraisal includes a present value of
$2.5 million for dividends through November 30, 2001. The difference between the
undiscounted value of the dividends and $2.5 million is being accrued as a
dividend over the period that the Series O Preferred Stock could first be
converted by the holder.
The shares of Series O Preferred Stock have a liquidation value of $16.1
million and are convertible, at the holder's option, into a maximum 3,220,000
shares of common stock at any time after the later of (a) one year after the
date of issuance and (b) the date the Company has received stockholder approval
for such conversion and the applicable Hart-Scott-Rodino waiting period has
expired or terminated (the "Clearance Date"), at a conversion price equal to
$5.00. The shares of Series O Preferred Stock will automatically be converted
into shares of common stock, on the earliest to occur of (i) the fifth
anniversary of the first issuance of Series O Preferred Stock, (ii) the first
date as of which the last reported
F-38
<PAGE>
eGLOBE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
sales price of common stock on Nasdaq is $6.00 or more for any 15 consecutive
trading days during any period in which Series O Preferred Stock is outstanding,
(iii) the date that 80% or more of the Series O Preferred Stock the Company
issued has been converted into common stock, or (iv) the Company completes a
public offering of equity securities with gross proceeds to the Company of at
least $25.0 million at a price per share of $5.00. Notwithstanding the
foregoing, the Series O Preferred Stock will not be converted into the Company's
common stock prior to the Company's receipt of stockholder approval for such
conversion, which was obtained at the March 23, 2000 stockholders' meeting, and
the expiration or termination of the applicable Hart-Scott-Rodino waiting
period. If the events discussed above occur prior to the Clearance Date, the
automatic conversion will occur on the Clearance Date.
On January 26, 2000, the closing sales price of the Company's common stock
was $6.00 or more for 15 consecutive trading days and accordingly, on the
Clearance Date, the outstanding Series O Preferred Stock will be converted into
3,220,000 shares of common stock.
Common Stock
At the March 23, 2000 stockholders' meeting, a proposal to amend the
Company's Restated Certificate of Incorporation to increase the Company's
authorized numbers of shares of common stock available to 200,000,000 was
approved and adopted.
In November 1998, the Company agreed to issue 75 shares of Series C
Preferred Stock in exchange for the 1,425,000 shares of common stock originally
valued at $7.5 million as described above. As discussed earlier, in February
1999, the Company issued 3,000,000 shares of common stock in exchange for these
outstanding shares of Series C Preferred Stock.
During the nine months ended December 31, 1998 and the year ended March 31,
1998, the Company agreed to issue 28,700 shares valued at $81,000 and 350,000
shares of common stock valued at $3,500,000 in connection with the settlement of
litigation. See Note 8 for further discussion. Additionally, in June 1999, the
Company issued to a former employee 54,473 shares of the Company's common stock
valued at $99,000 in settlement of certain potential claims.
In December 1998, the Company issued 62,500 shares of common stock valued
at $102,000 in the UCI acquisition. During 1999, the Company issued 526,063
shares of common stock amounting to $1,645,000 as payment of the first of two
installments under the Swiftcall acquisition agreement, 1.5 million shares of
common stock and warrants to purchase additional shares of common stock in
connection with its acquisition of control of ORS and 882,904 shares (prior to
the reclassification of the value of 247,213 shares reclassified to Redeemable
Common Stock valued at $0.7 million as discussed in Note 7) of common stock
valued at $2,980,000 in connection with the acquisition of Coast. See Note 4 for
discussion of acquisitions.
In March 1999, the Company elected to pay the IDX $1.0 million promissory
note and accrued interest with shares of common stock. The Company issued
431,729 shares of common stock and warrants to purchase 43,173 shares of common
stock valued at $1,023,000 to discharge this indebtedness. In July 1999, the
Company issued 140,599 shares of common stock valued at $433,000 in repayment of
the $418,000 note and related accrued interest related to the IDX acquisition.
In addition, in July 1999, the Company repaid a $200,000 note payable with
125,000 shares of common stock valued at $200,000. In connection with this
transaction, the Company also issued warrants to purchase 40,000 common shares
at an exercise price of $1.60 and a warrant to purchase 40,000 common shares at
an exercise price of $1.00 per share. See Notes 4 and 7 for discussion.
In August 1999, the Company entered into a stock purchase agreement with a
long time stockholder and a lender. Under this agreement, for $250,000, the
investor purchased 160,257 shares of common stock and warrants to purchase
60,000 shares of common stock at an exercise price of $1.00 per share and the
option to exchange the principal of an existing note (up to a maximum amount of
$500,000) for shares
F-39
<PAGE>
eGLOBE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
of common stock at a price per share of $1.56 and a warrant to purchase shares
of common stock at a price of $1.00 (60,000 per $250,000 of debt exchanged). On
December 16, 1999, the lender's option to convert the loan principal outstanding
into common stock was increased from a maximum of $500,000 to $750,000 and
therefore a maximum of 180,000 warrants can now be issued. (See Note 7 for
further discussion).
On December 23, 1999, the Company entered into a promissory note with a
bank, as amended on February 1, 2000, for a principal amount of $14.0 million.
In connection with the note agreement, a security and pledge agreement was
signed whereby the Company assigned all of its rights to 4,961,000 shares of
eGlobe common stock to the lender. The Company and the lender concurrently
entered into a stock purchase agreement whereby the lender purchased the shares
in exchange for a $30.0 million stock purchase note. However, the lender failed
to fund the note on a timely basis and in March 2000, eGlobe advised the lender
that they were terminating the agreement and demanded the lender return eGlobe's
stock certificates. As of March 24, 2000, the lender has not returned the
certificates. Such shares of common stock are included in the outstanding shares
at December 31, 1999 at par value.
In the year ended December 31, 1999, the Company received proceeds of
approximately $721,000 from the exercise of warrants to acquire 1,168,518 shares
of common stock. No warrants were exercised in the nine months ended December
31, 1998 and the year ended March 31, 1998.
In the year ended December 31, 1999, and the year ended March 31, 1998, the
Company received proceeds of approximately $61,000 and $138,000 from the
exercise of options and stock appreciation rights to acquire 39,517 and 18,348
shares of common stock, respectively. No proceeds were received during the nine
months ended December 31, 1998.
Notes Receivable from Stock Sales
The Company loaned certain of its executive officers money in connection
with their exercise of non-qualified stock options in December 1999. The notes
receivable of $1,210,000 are full recourse promissory notes bearing interest at
6% and are collateralized by the 430,128 shares of stock issued upon exercise of
the stock options. Interest is payable quarterly in arrears and principal is due
the earlier of (a) for $177,000 of the notes December 16, 2003 and for
$1,033,000 of the notes December 16, 2004 and (b) the date that is 90 days after
the date that the employee's employment terminates, unless such termination
occurs other than "for cause" (as defined). The employee also agrees to promptly
redeem the outstanding note balance or upon the sale of the underlying stock.
The notes receivable are shown on the consolidated balance sheet as a reduction
to stockholders' equity. These options were not granted under the Employee Stock
Option and Appreciation Rights Plan (the "Employee Plan") discussed below.
Employee Stock Option and Appreciation Rights Plan
On December 14, 1995, the Board of Directors adopted the Employee Plan,
expiring December 15, 2005, reserving for issuance 1,000,000 shares of the
Company's common stock. The Employee Plan was amended and restated in its
entirety during the year ended March 31, 1998, including an increase in the
number of shares available for grant to 1,750,000 representing an increase of
750,000 shares.
On June 16, 1999, the Company's stockholders adopted an amendment to
increase the number of shares of the Company's common stock available for grant
to 3,250,000. This increase included the reduction of the number of shares
available for issuance under the Company's 1995 Director Stock Option and
Appreciation Rights Plan by 400,000 shares. On March 23, 2000, the Company's
stockholders adopted an amendment to increase the number of shares of the
Company's common stock available for grant to 7,000,000 shares.
As of December 31, 1999, options outstanding under this Employee Plan
exceeded the shares available for grant by 1,995,468 shares. The Board of
Directors granted these options to certain executive officers and directors
subject to stockholder approval of the increase in the number of shares
available under the Employee Plan. As discussed earlier, stockholder approval
was obtained March 23, 2000.
F-40
<PAGE>
eGLOBE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The Employee Plan provides for grants to key employees, advisors or
consultants to the Company at the discretion of the Compensation Committee of
the Board of Directors, of stock options to purchase common stock of the
Company. The Employee Plan provides for the grant of both "incentive stock
options," as defined in the Internal Revenue Code of 1986, as amended, and
nonqualified stock options. Options that are granted under the Employee Plan
that are incentive stock options may only be granted to employees (including
employee-directors) of the Company.
Stock options granted under the Employee Plan must have an exercise price
equal in value to the fair market value, as defined, of the Company's common
stock on the date of grant. Any options granted under the Employee Plan must be
exercised within ten years of the date they were granted. Under the Employee
Plan, Stock Appreciation Rights ("SAR's") may also be granted in connection with
the granting of an option and may be exercised in lieu of the exercise of the
option. A SAR is exercisable at the same time or times that the related option
is exercisable. The Company will pay the SAR in shares of common stock equal in
value to the excess of the fair market value, at the date of exercise, of a
share of common stock over the exercise price of the related option. The
exercise of a SAR automatically results in the cancellation of the related
option on a share-for-share basis.
During the year ended December 31, 1999, the nine months ended December 31,
1998 and the year ended March 31, 1998, the Compensation Committee of the Board
of Directors granted options to purchase an aggregate of 3,068,054, 996,941 and
1,677,229, respectively, shares of common stock to its employees under the
Employee Plan at exercise prices ranging from $0.01 to $7.67 per share for the
year ended December 31,1999, $1.47 to $3.81 per share for the nine months ended
December 31, 1998 and $2.32 to $3.12 per share for the year ended March 31,
1998. The employees were also granted SAR's in tandem with the options granted
to them in connection with grants prior to December 5, 1997.
Directors Stock Option and Appreciation Rights Plan
On December 14, 1995, the Board of Directors adopted the Directors Stock
Option and Appreciation Rights Plan (the "Director Plan"), expiring December 14,
2005. There were originally 870,000 shares of the Company's common stock
reserved for issuance under the Director Plan. The Director Plan was amended and
restated in its entirety during the year ended March 31, 1998 so that it now
closely resembles the Employee Plan. In the nine month period ended December 31,
1998, the Director Plan was amended so that grants of options to directors are
at the discretion of the Board of Directors or the Compensation Committee. On
June 16, 1999, the Company's stockholders approved a transfer of 437,000 shares
of common stock previously available for grant under the Director Plan to the
Employee Plan. As a result, the number of shares of the Company's common stock
available for grant under the Director Plan was reduced to 433,000.
In November 1997 and April 1998, each director (other than members of the
Compensation Committee) was granted an option under the Director Plan, each to
purchase 10,000 shares of common stock, with each option being effective for
five years commencing on April 1, 1998 and 1999, respectively, and with each
option vesting only upon the achievement of certain corporate economic and
financial goals. By December 31, 1998, all of these options, totaling 120,000
options, were forfeited because not all of the corporate and financial goals
were met. Prior to the amendments to the Director Plan, each director received
an automatic grant of ten year options and a corresponding SAR to purchase
10,000 shares of common stock on the third Friday in December in each calendar
year. During the year ended December 31, 1999, the nine months ended December
31, 1998 and the year ended March 31, 1998, the Compensation Committee of the
Board of Directors confirmed the grant of total options (including options with
vesting contingencies, to purchase 300,000, 240,000 and 85,000, respectively,
shares of common stock to its directors pursuant to the Company's Director Plan
at an exercise price of $2.8125 per share for the year ended December 31, 1999,
$1.81 to $3.19 per share for the nine month period ended December 31, 1998 and
$2.63 to $2.69 per share for the year ended March 31, 1998. These exercise
prices were equal to the fair market value of the shares on the date of grants.
F-41
<PAGE>
eGLOBE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Warrants
In connection with the issuance of preferred stock, the Board of Directors
granted warrants valued at $2,403,000 to purchase an aggregate of 1,669,058
shares of common stock during the year ended December 31, 1999 with exercise
prices between $.01 and $5.00 per share. During the nine months ended December
31, 1998, 375,000 contingent warrants were issued. See the above discussion of
preferred stock for further information.
In connection with the issuance of debt, the Board of Directors granted
warrants to purchase an aggregate of 5,658,173, 142,000 and 856,667 shares of
common stock, respectively, during the year ended December 31, 1999, the nine
months ended December 31, 1998 and the year ended March 31, 1998, at exercise
prices ranging from $0.001 to $2.82 per share for the year ended December 31,
1999, $2.00 to $3.03 per share for the nine months ended December 31, 1998 and
$0.01 to $6.61 per share for year ended March 31, 1998. For the year ended
December 31, 1999, the nine month period ended December 31, 1998 and the year
ended March 31, 1998, the fair value for these warrants of $14,277,000, $325,000
and $923,000, respectively at the grant date was originally recorded as a
discount to the related debt. These discounts are being amortized as additional
interest expense over the term of the respective debt using the effective
interest method. Additional interest expense relating to these warrants for the
year ended December 31, 1999, the nine months ended December 31, 1998 and the
year ended March 31, 1998 was $5,182,000, $255,000 and $479,000, respectively.
See Notes 5 and 7 for discussion of certain significant transactions.
During the year ended December 31, 1999, the nine months ended December 31,
1998 and the year ended March 31, 1998, the Board of Directors granted warrants
to purchase an aggregate of 826,594, 2,500 and 91,200 shares of common stock,
respectively, to non-affiliates at exercise prices ranging from $1.37 to $2.18
per share for the year ended December 31, 1999, $2.00 per share for the nine
month period ended December 31, 1998 and $2.75 per share for the year ended
March 31, 1998. For the year ended December 31, 1999, the nine month period
ended December 31, 1998 and the year ended March 31, 1998, the fair value for
these warrants of $1,794,000, $3,000 and $213,000, respectively at the date of
grant was recorded based on the underlying transactions. The warrants are
exercisable for periods ranging from 12 to 60 months.
During the year ended December 31, 1999 and the nine months ended December
31, 1998, 3,037,000 and 318,000 of the warrants granted above expired.
During 1999, in connection with the stock purchase agreement with an
existing stockholder and lender, the Company granted warrants to purchase an
aggregate of 60,000 shares of common stock during the fiscal year December 31,
1999 with an exercise price of $1.00 per share.
During the nine months ended December 31, 1998, the Board of Directors
granted warrants to purchase an aggregate of 2,500,000 (2,000,000 until
stockholder approval) shares of common stock to the stockholders or owners of
companies acquired as an element of the purchase price at exercise prices of
$0.01 to $1.63. During 1999, the Company renegotiated the IDX purchase agreement
whereby the Company reacquired the warrant for 2,500,000 shares of common stock
issued in 1998 and granted new warrants to purchase an aggregate of 1,087,500
shares of common stock to the stockholders of IDX at an exercise price of
$0.001. These warrants are exercisable contingent upon IDX meeting certain
revenue and EBITDA objectives at September 30, 2000 or December 31, 2000. See
Note 4 for further information.
During 1999, the Board of Directors also issued warrants in connection with
the purchase of ORS. The warrants are exercisable for shares of common stock as
discussed further in Note 4.
SFAS No. 123, "Accounting for Stock-Based Compensation" requires the
Company to provide pro forma information regarding net income (loss) and net
earnings (loss) per share as if compensation costs for the Company's stock
option plans and other stock awards had been determined in accordance with the
fair value based method prescribed in SFAS No. 123. The Company estimates the
fair value of each stock award by using the Black-Scholes option-pricing model
with the following weighted-average assumptions used for grants in the year
ended December 31, 1999, the nine months ended December 31, 1998 and the year
ended March 31, 1998, respectively: no expected dividend yields for all periods;
expected volatility of 55% for the first three quarters of 1999 and 75% for the
fourth quarter of 1999, 55% and 55%; risk-free interest rates of 6.00%, 4.51%
and 5.82%; and expected lives of 3 years, 3.65 years and 2 years for the Plans
and stock awards.
F-42
<PAGE>
eGLOBE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Under the accounting provisions for SFAS No. 123, the Company's net loss
and loss per share would have been increased by the pro forma amounts indicated
below:
<TABLE>
<CAPTION>
YEAR NINE MONTHS YEAR
ENDED ENDED ENDED
DECEMBER 31, DECEMBER 31, MARCH 31,
1999 1998 1998
------------------ ----------------- ------------------
<S> <C> <C> <C>
Net loss attributable to common
stockholders
As reported ....................... $ (63,398,000) $ (7,090,000) $ (13,290,000)
Pro forma ......................... $ (65,081,000) $ (7,440,000) $ (13,458,000)
Loss per share -- Basic and Diluted:
As reported ....................... $ (3.08) $ (0.40) $ (0.78)
Pro forma ......................... $ (3.16) $ (0.42) $ (0.79)
</TABLE>
A summary of the status of the Company's stock option plans and options
issued outside of these plans as of December 31, 1999 and 1998 and March 31,
1998, and changes during the periods are presented below:
<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31, MARCH 31,
1999 1998 1998
------------------------ ------------------------ -----------------------
WEIGHTED WEIGHTED WEIGHTED
AVERAGE AVERAGE AVERAGE
NUMBER OF EXERCISE NUMBER EXERCISE NUMBER EXERCISE
SHARES PRICE OF SHARES PRICE OF SHARES PRICE
------------- ---------- ------------- ---------- ------------- ---------
<S> <C> <C> <C> <C> <C> <C>
Outstanding, beginning of period ............. 2,538,159 $ 3.55 2,020,822 $ 3.93 1,263,032 $ 6.70
Granted ..................................... 3,798,182 $ 2.93 1,236,941 $ 2.39 1,762,229 $ 1.85
Expired ..................................... (621,228) $ 2.85 (719,604) $ 2.91 (986,091) $ 6.87
Exercised ................................... (469,645) $ 2.71 -- -- (18,348) $ 5.75
--------- ------ --------- ------ --------- ------
Outstanding, end of period ................... 5,245,468 $ 2.93 2,538,159 $ 3.55 2,020,822 $ 3.93
========= ====== ========= ====== ========= ======
Exercisable, end of period ................... 1,881,788 $ 3.02 773,049 $ 5.14 484,193 $ 7.95
========= ====== ========= ====== ========= ======
Weighted average fair value of options
granted during the period at market ......... $ 1.41 $ 0.83 $ 0.99
========== ========== ==========
Weighted average fair value of options
granted during the period below
market ...................................... $ 3.10 $ -- $ --
========== ========== ==========
</TABLE>
Included in the above table are certain options for which vesting is
contingent based on various future performance measures. See earlier discussion
under "Employee Stock Option and Appreciation Rights Plan".
The following table summarizes information about stock options outstanding
at December 31, 1999:
<TABLE>
<CAPTION>
OUTSTANDING EXERCISABLE
----------------------------------------- -----------------------
WEIGHTED WEIGHTED WEIGHTED
REMAINING AVERAGE AVERAGE
RANGE OF NUMBER OF CONTRACTUAL EXERCISE NUMBER OF EXERCISE
EXERCISE PRICES SHARES LIFE (YEARS) PRICE SHARES PRICE
- ----------------- ----------- -------------- ---------- ----------- ---------
<S> <C> <C> <C> <C> <C>
$ 0.01 9,885 2.41 $ .01 9,885 $ .01
$ 1.46-2.00 589,833 3.96 $ 1.67 371,858 $ 1.69
$ 2.25-3.16 4,065,135 4.38 $ 2.82 1,104,760 $ 2.66
$ 3.50-4.50 279,666 2.89 $ 4.13 94,336 $ 3.71
$ 5.45-7.67 300,949 2.55 $ 5.89 300,949 $ 5.89
------------ --------- ---- ------ --------- ------
$ 0.01-7.67 5,245,468 4.14 $ 2.93 1,881,788 $ 3.02
============ ========= ==== ====== ========= ======
</TABLE>
A summary of the status of the Company's outstanding warrants as of
December 31, 1999 and 1998, and March 31, 1998, and changes during the periods
are presented below:
<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31, MARCH 31,
1999 1998 1998
-------------------------- ------------------------ ---------------------
WEIGHTED WEIGHTED WEIGHTED
AVERAGE AVERAGE AVERAGE
NUMBER OF EXERCISE NUMBER EXERCISE NUMBER EXERCISE
SHARES PRICE OF SHARES PRICE OF SHARES PRICE
--------------- ---------- ------------- ---------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
Outstanding, beginning of period ...... 4,093,167 $ 0.91 1,391,667 $ 4.00 443,800 $ 6.31
Granted .............................. 9,301,325 $ 1.04 3,019,500 $ 0.12 947,867 $ 2.61
Expired .............................. (3,037,000) $ 0.32 (318,000) $ 6.90 -- $ --
Exercised ............................ (1,168,518) $ 0.62 -- $ -- -- $ --
---------- ------ --------- ------ ------- ------
Outstanding, end of period ............ 9,188,974 $ 1.35 4,093,167 $ 0.91 1,391,667 $ 4.00
========== ====== ========= ====== ========= ======
Exercisable, end of period ............ 4,463,507 $ 1.71 1,218,167 $ 3.05 1,391,667 $ 4.00
========== ====== ========= ====== ========= ======
</TABLE>
Included in the above table are certain warrants that are contingent based
on various future performance measures. (See Note 4).
F-43
<PAGE>
eGLOBE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The following table summarizes information about warrants outstanding at
December 31, 1999:
<TABLE>
<CAPTION>
OUTSTANDING EXERCISABLE
----------------------------------------- -----------------------
WEIGHTED WEIGHTED WEIGHTED
REMAINING AVERAGE AVERAGE
RANGE OF NUMBER OF CONTRACTUAL EXERCISE NUMBER OF EXERCISE
EXERCISE PRICES SHARES LIFE (YEARS) PRICE SHARES PRICE
- ----------------- ----------- -------------- ---------- ----------- ---------
<S> <C> <C> <C> <C> <C>
$ .001 1,087,500 1.00 $ .001 -- $ --
$ .01 404,500 2.29 $ .01 404,500 $ .01
$ 1.00-1.50 5,499,999 2.75 $ 1.04 2,166,667 $ 1.09
$ 1.51-2.18 1,472,500 2.05 $ 1.92 1,472,500 $ 1.92
$ 2.37-3.00 124,761 2.84 $ 2.73 78,173 $ 2.57
$ 5.00 258,047 2.88 $ 5.00 -- $ --
$ 6.00-6.61 341,667 5.76 $ 6.52 341,667 $ 6.52
------------- --------- ---- ------- --------- ------
$ 0.001-6.61 9,188,974 2.53 $ 1.35 4,463,507 $ 1.71
============= ========= ==== ======= ========= ======
</TABLE>
F-44
<PAGE>
eGLOBE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The Company may be required to issue additional warrants under the
following circumstances:
(a) During 1999, the Company entered into a stock agreement with a lender
pursuant to which the lender may elect to convert debt in exchange for
shares of common stock and warrants to purchase 60,000 shares of common
stock at a price per share of $1.00 for each $250,000 (up to a maximum
amount of $750,000) of debt exchanged. See Note 7 for further discussion.
(b) As discussed in Note 4, the Company issued contingent warrants to
purchase common stock in the ORS acquisition. These warrants are not
included in outstanding warrants because the Company includes the operations
of ORS in its consolidated financial statements. Upon the exchange by Oasis
of its interest in the LLC for the eGlobe common stock and warrants, these
warrants will be included.
F-45
<PAGE>
eGLOBE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
11. TAXES ON INCOME
Taxes on income for the year ended December 31, 1999, the nine months ended
December 31, 1998 and the year ended March 31, 1998, consisted of the following:
<TABLE>
<CAPTION>
NINE MONTHS
YEAR ENDED ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31, MARCH 31,
1999 1998 1998
---------------- -------------- ---------------
<S> <C> <C> <C>
Current:
Federal ..................... $ -- $ -- $ --
Foreign ..................... -- -- 140,000
State ....................... -- -- --
Other ....................... -- -- 1,500,000
------------- ---------- ------------
Total Current ................ -- -- 1,640,000
------------- ---------- ------------
Deferred:
Federal ..................... (16,900,000) (416,000) (1,830,000)
State ....................... (1,499,000) (37,000) (163,000)
------------- ---------- ------------
(18,399,000) (453,000) (1,993,000)
Change in Valuation allowance 18,399,000 453,000 1,993,000
------------- ---------- ------------
Total ........................ $ -- $ -- $ 1,640,000
============= ========== ============
</TABLE>
During the year ended March 31, 1998, the Company undertook a study to
simplify its organizational and tax structure and identified potential
international tax issues. The Company determined that it had potential tax
liabilities and recorded an additional tax provision of $1.5 million to reserve
against liabilities. In early 1999, the Company filed with the Internal Revenue
Service ("IRS") amended returns for the years ended March 31, 1991 through 1998.
In May 1999, the Company was informed by the IRS that all amended returns had
been accepted as filed. The eventual outcome of discussions with State Tax
Authorities and of any other issues cannot be predicted with certainty.
As of December 31, 1999 and 1998 and March 31, 1998, the net deferred tax
asset recorded and its approximate tax effect consisted of the following:
<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31, MARCH 31,
1999 1998 1998
---------------- -------------- --------------
<S> <C> <C> <C>
Net operating loss carryforwards ............. $ 20,676,000 $ 6,041,000 $ 3,496,000
Expense accruals ............................. 1,406,000 1,525,000 1,295,000
Goodwill and intangible amortization ......... 3,626,000 -- --
Foreign net operating loss carryforwards. 762,000 260,000 --
Other ........................................ 186,000 431,000 269,000
------------- ------------ ------------
26,656,000 8,257,000 5,060,000
Valuation allowance .......................... (26,656,000) (8,257,000) (5,060,000)
------------- ------------ ------------
Net deferred tax asset ....................... $ -- $ -- $ --
============= ============ ============
</TABLE>
F-46
<PAGE>
eGLOBE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The acquisition of IDX in December 1998 included a net deferred tax asset
of $2.7 million. This net deferred tax asset consists primarily of U.S. and
foreign net operating losses. The acquisition also included a valuation
allowance equal to the net deferred tax asset acquired.
For the year ended December 31, 1999, the nine months ended December 31,
1998 and the year ended March 31, 1988, a reconciliation of the United States
Federal statutory rate to the effective rate is shown below:
<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31, MARCH 31,
1999 1998 1998
-------------- -------------- -------------
<S> <C> <C> <C>
Federal tax (benefit), computed at statutory rate (34.0)% (34.0)% (34.0)%
State tax (benefit), net of federal tax benefit .. ( 1.0) ( 1.0) ( 1.0)
Effect of foreign operations ..................... 1.2 29.0 19.0
Amendment to prior year net operating loss
carryforwards ................................... ( 5.1) -- --
Additional taxes ................................. -- -- 13.0
Change in valuation allowance .................... 35.7 6.0 17.0
Other ............................................ 3.2 -- --
----- ----- -----
Total ............................................ 0.0% 0.0% 14.0%
===== ===== =====
</TABLE>
As of December 31, 1999, the Company has net operating loss carryforwards
available of approximately $55.9 million, which can offset future year's U.S.
taxable income. Such carryforwards expire in various years through 2019 and are
subject as a result of change in ownership to limitation under the Internal
Revenue Code of 1986, as amended. The Company also has foreign net operating
loss carryforwards in various jurisdictions of approximately $2.0 million, which
can offset future year's foreign taxable income. Such carryforwards expire in
various years through 2004 and are subject to local limitations on use.
12. SEGMENT INFORMATION
Operating Segment Information
Prior to 1999, the Company had primarily one reporting segment -
Telecommunications Services. As a result of the 1999 acquisitions and
integration of the December 1998 acquisitions, the Company now has four
operating reporting segments consisting of Enhanced Services (formerly
Telecommunications Services), Network Services, Customer Care and Retail
Services. The Company's basis for determining the segments relates to the type
of services each segment provides. Enhanced Services includes the unified
messaging services, telephone portal services, interactive voice and data
services and the card services. Network Services includes low-cost transmission
services, voice services (CyberCall and CyberFax) and several other additional
services including billing and report generation designed exclusively to support
CyberCall and CyberFax. Customer Care Services includes the state-of-art call
center, which was part of the Company's acquisition of ORS. Retail Services
primarily includes a small North American retail center, which was part of the
Company's acquisition of Coast, which was effective December 2, 1999. Segment
results reviewed by the Company decision makers do not include general and
administrative expenses, interest, depreciation and amortization and other
miscellaneous income and expense items. All material intercompany transactions
have been eliminated in consolidation. The following table presents operating
segment information:
<TABLE>
<CAPTION>
ENHANCED NETWORK CUSTOMER RETAIL
SERVICES SERVICES(A) CARE SERVICES TOTAL
--------------- ----------------- -------------- -------------- ---------------
<S> <C> <C> <C> <C> <C>
FOR THE YEAR ENDING
DECEMBER 31, 1999
Revenue ..................... $ 20,088,000 $ 20,473,000 $ 1,637,000 $ 1,001,000 $ 43,199,000
Inter-Segment ............... $ (22,000) $ (1,175,000) $ -- $ -- $ (1,197,000)
------------ ------------- ----------- ------------ ------------
Total Revenue ............... $ 20,066,000 $ 19,298,000 $ 1,637,000 $ 1,001,000 $ 42,002,000
Gross profit (loss) ......... $ 2,946,000 $ (3,228,000) $ 308,000 $ 65,000 $ 91,000
Total Assets ................ $ 38,063,000 $ 23,851,000 $ 3,736,000 $ 20,965,000 $ 86,615,000
</TABLE>
F-47
<PAGE>
eGLOBE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
<TABLE>
<CAPTION>
ENHANCED NETWORK CUSTOMER RETAIL
SERVICES SERVICES(A) CARE SERVICES TOTAL
-------------- --------------- ---------- --------------- --------------
<S> <C> <C> <C> <C> <C>
FOR THE NINE MONTHS
ENDING DECEMBER 31, 1998
Revenue ..................... $21,360,000 $ 578,000 $ -- $ 553,000 $22,491,000
Gross profit (loss) ......... $10,064,000 $ (150,000) $ -- $ (42,000) $ 9,872,000
Total Assets ................ $21,697,000 $13,784,000 $ -- $ 907,000 $36,388,000
FOR THE YEAR ENDING
MARCH 31, 1998 .............
Revenue ..................... $31,819,000 $ -- $ -- $ 1,304,000 $33,123,000
Gross profit ................ $13,667,000 $ -- $ -- $ 590,000 $14,257,000
Total Assets ................ $21,797,000 $ -- $ -- $ 1,103,000 $22,900,000
</TABLE>
(a) In 1998, IDX was included in Enhanced Services (formerly Telecommunication
Services).
Geographic Information
For purposes of allocating revenues by country, the Company uses the
physical location of its customers as its basis. Identifiable Long-Lived Assets
include only the tangible assets of the Company. The following table presents
information about the Company by geographic area:
<TABLE>
<CAPTION>
ASIA
EUROPE PACIFIC
----------------- -----------------
<S> <C> <C>
FOR THE YEAR ENDING DECEMBER
31, 1999
Revenue ................................ $ 1,554,000 $ 7,873,000
Operating Loss ......................... $ (2,095,000) $ (6,993,000)
Identifiable Long Lived Assets ......... $ 4,253,000 $ 3,846,000
FOR THE NINE MONTHS ENDING
DECEMBER 31, 1998
Revenue ................................ $ 1,967,000 $ 5,949,000
Operating Loss ......................... $ (483,000) $ (1,460,000)
Identifiable Long Lived Assets ......... $ 3,874,000 $ 4,076,000
FOR THE YEAR ENDING MARCH 31,
1998
Revenue ................................ $ 3,468,000 $ 10,295,000
Operating Loss ......................... $ (597,000) $ (1,772,000)
Identifiable Long Lived Assets ......... $ 2,580,000 $ 4,138,000
<CAPTION>
NORTH
AMERICA
(EXCLUDING LATIN
MEXICO) AMERICA OTHER TOTALS
------------------ ----------------- --------------- ------------------
<S> <C> <C> <C> <C>
FOR THE YEAR ENDING DECEMBER
31, 1999
Revenue ................................ $ 28,830,000 $ 3,485,000 $ 260,000 $ 42,002,000
Operating Loss ......................... $ (28,271,000) $ (4,374,000) $ (222,000) $ (41,955,000)
Identifiable Long Lived Assets ......... $ 14,754,000 $ 2,035,000 $ 1,031,000 $ 25,919,000
FOR THE NINE MONTHS ENDING
DECEMBER 31, 1998
z
Revenue ................................ $ 9,009,000 $ 5,244,000 $ 322,000 $ 22,491,000
Operating Loss ......................... $ (2,630,000) $ (1,287,000) $ (79,000) $ (5,939,000)
Identifiable Long Lived Assets ......... $ 2,708,000 $ 1,571,000 $ 923,000 $ 13,152,000
FOR THE YEAR ENDING MARCH 31,
1998
Revenue ................................ $ 10,062,000 $ 8,248,000 $ 1,050,000 $ 33,123,000
Operating Loss ......................... $ (1,732,000) $ (1,419,000) $ (181,000) $ (5,701,000)
Identifiable Long Lived Assets ......... $ 4,753,000 $ 440,000 $ -- $ 11,911,000
</TABLE>
Customer Information
For the year ended December 31, 1999, the nine months ended December 31,
1998 and the year ended March 31, 1998 revenues from significant customers
consisted of the following:
<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31, MARCH 31,
1999 1998 1998
-------------- -------------- ----------
<S> <C> <C> <C>
Customer:
A .............. 1% 19% 18%
B .............. 4% 16% 14%
C .............. 5% 10% 11%
D .............. 13% 5% --
</TABLE>
F-48
<PAGE>
eGLOBE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
13. COMMITMENTS AND CONTINGENCIES
Employment Agreements
The Company and certain of its subsidiaries have agreements with certain
key employees expiring at varying times over the next three years. The Company's
remaining aggregate commitment at December 31, 1999 under such agreements is
approximately $3.9 million.
Carrier Arrangements
The Company has entered into agreements with certain long-distance carriers
in the United States and with telephone utilities in various foreign countries
to transmit telephone signals domestically and internationally. The Company is
entirely dependent upon the cooperation of the telephone utilities with which it
has made arrangements for its operational and certain of its administrative
requirements. The Company's arrangements are nonexclusive and take various
forms. Although some of these arrangements are embodied in formal contracts, a
telephone utility could cease to accommodate the Company's arrangements at any
time. The Company does not foresee any threat to existing arrangements with
these utilities; however, depending upon the location of the telephone utility,
such action could have a material adverse affect on the Company's financial
position, operating results or cash flows.
The Company has a contract with a long-distance telecommunications company
to provide telecommunications services for the Company's customers. Under the
terms of the agreement, the Company has a minimum usage commitment of $125,000
per month through September 30, 2000. The minimum usage commitment may be
decreased in the second and third year of the agreement if the cumulative usage
is achieved in the first year of the agreement.
Reservation Services
The Company has entered into reservation services contracts with its
customers which provide for, among other things, assigning agents to handle
reservation call volume. These contracts have initial terms ranging from three
months to one year. Either party can terminate the contracts after the initial
term, subject to certain conditions contained in the contracts.
International Regulations
In certain countries where the Company has current or planned operations,
the Company may not have the necessary regulatory approvals to conduct all or
part of its voice and fax store-and-forward services. In these jurisdictions,
the requirements and level of telecommunications' deregulation is varied,
including Internet protocol telephony. Management believes that the degree of
active monitoring and enforcement of such regulations is limited. Statutory
provisions for penalties vary, but could include fines and/or termination of the
Company's operations in the associated jurisdiction. To date, the Company has
not been required to comply or been notified that it cannot comply with any
material international regulations in order to pursue its existing business
activities. In consultation with legal counsel, management has concluded that
the likelihood of significant penalties or injunctive relief is remote. There
can be no assurance, however, that regulatory action against the Company will
not occur.
F-49
<PAGE>
eGLOBE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
Telecommunication Lines
In its normal course of business, the Company enters into agreements for
the use of long distance telecommunication lines. As of December 31, 1999,
future minimum annual payments under such agreements are as follows:
<TABLE>
<CAPTION>
YEARS ENDING DECEMBER 31, TOTAL
- --------------------------- --------------
<S> <C>
2000 .............. $ 6,882,000
2001 .............. 5,325,000
2002 .............. 1,803,000
2003 .............. 157,000
2004 .............. 75,000
----------
$14,242,000
==========
</TABLE>
Lease Agreements
The Company leases office space and equipment under various operating
leases. The Company has subleased some office space to third parties. Future
minimum lease payments under the non-cancelable leases and future minimum
rentals receivable under the subleases are as follows:
<TABLE>
<CAPTION>
MINIMUM SUBLEASE
YEARS ENDING LEASE RENTAL
DECEMBER 31, PAYMENTS INCOME TOTAL
- --------------------------- -------------- --------------- --------------
<S> <C> <C> <C>
2000 .................... $ 1,531,000 $ (551,000) $ 980,000
2001 .................... 1,024,000 (227,000) 797,000
2002 .................... 746,000 -- 746,000
2003 .................... 651,000 -- 651,000
2004 .................... 421,000 -- 421,000
Thereafter .............. 343,000 -- 343,000
----------- ----------- -----------
$ 4,716,000 $ (778,000) $ 3,938,000
=========== =========== ===========
</TABLE>
Rent expense for the year ended December 31, 1999, the nine months ended
December 31, 1998 and the year ended March 31, 1998 was approximately $1.5
million, $0.5 million, and $0.6 million, respectively. Rent expense for 1999
includes sublease rental income of $0.2 million.
As a result of the ORS acquisition, the Company leases certain employees
from a professional employment organization, which also performs human resource
and payroll functions. Total employment lease expense incurred by the Company
related to this contract amounted to approximately $1.5 million for the period
from acquisition through December 31, 1999.
Financial Advisory Agreement
On December 1, 1999, the Company entered into an agreement with an outside
investment banking firm to provide financial advisory services. The term of the
agreement is for six months, however, it is automatically renewed for an
additional six months unless written notice of termination is given. Warrants
valued at $1.1 million to purchase common stock were issued as a retainer in
January 2000 (See Note 10). Under the agreement, cash fees are payable by the
Company for acquisition or disposition transactions, and are based on certain
calculated percentages. The Company shall also reimburse the investment banking
firm for reasonable out-of-pocket expenses incurred in connection with its
services, up to a maximum amount per month.
14. GOVERNMENT REGULATIONS
The Company is subject to regulation as a telecommunications service
provider in some jurisdictions in the United States and abroad. Applicable laws
and regulations, and the interpretation of such laws and regulations, differ
significantly in those jurisdictions. In addition, the Company or a local
partner is required to have licenses or approvals in those countries where it
operates and where equipment is installed. The Company may also be affected
indirectly by the laws of other jurisdictions that affect foreign carriers with
which it does business.
F-50
<PAGE>
eGLOBE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
UNITED STATES FEDERAL REGULATION. Pursuant to the Communications Act of
1934, as amended by the Telecommunications Act of 1996, the Federal
Communications Commission ("FCC") regulates certain aspects of the
telecommunications industry in the United States. The FCC currently requires
common carriers providing international telecommunications services to obtain
authority under section 214 of the Communications Act. eGlobe and its
subsidiaries have section 214 authority and are regulated as non-dominant
providers of both international and domestic telecommunications services.
Any common carrier providing wireline domestic and international service
also must file a tariff with the FCC setting forth the terms and conditions
under which it provides those services. With few exceptions, common carriers are
prohibited from providing telecommunications services to customers under rates,
terms, or conditions different from those that appear in a tariff. The FCC has
determined that it no longer will require or allow non-dominant providers of
domestic services to file tariffs, but instead will require carriers to make
their rates publicly available, for example by posting the information on the
Internet. But because this so-called "detariffing" decision has been stayed
pending appeal to the U.S. Court of Appeals for the District of Columbia
Circuit, tariffs are still required. The Company has tariffs on file with the
FCC setting forth the rates, terms, and conditions under which it provides
domestic and international services.
In addition to these authorization and tariff requirements, the FCC imposes
a number of additional requirements on telecommunications common carriers.
The FCC's international settlements policy places limits on the
arrangements that U.S. international carriers may enter into with foreign
carriers that have market power in foreign telecommunications markets. The
policy is primarily intended to prevent dominant foreign carriers from playing
U.S. carriers against each other to the disadvantage of U.S. carriers and U.S.
consumers. The international settlements policy provides that a U.S. carrier
that enters into an operating agreement for the exchange of public switched
traffic with a dominant foreign carrier must file a copy of that agreement with
the FCC. Any such agreement that is materially different from an agreement filed
by another carrier on the same international route must be approved by the FCC.
Absent FCC approval, no such agreement may provide for the U.S. carrier to
receive more than its proportionate share of inbound traffic. Certain
competitive routes are exempt from the international settlements policy. The
FCC's policies also require U.S. international carriers to negotiate and adopt
settlement rates with foreign correspondents that are at or below certain
benchmark rates.
The FCC's rules also prohibit a U.S. carrier from accepting a "special
concession" from any dominant foreign carrier. The FCC defines a "special
concession" as an exclusive arrangement (i.e., one not offered to similarly
situated U.S. carriers) involving services, facilities, or functions on the
foreign end of a U.S. international route that are necessary for providing
basic telecommunications.
The regulation of IP telephony in the United States is still evolving. The
FCC has stated that some forms of IP telephony appear to be similar to
"traditional" common carrier service and may be regulated as such, but the FCC
has not decided whether some other IP services are unregulated "information
services" or are subject to regulation. In addition, several efforts have been
made to enact U.S. federal legislation that would either regulate or exempt from
regulation services provided over the Internet. State public utility commissions
also may retain jurisdiction over intrastate IP services and could initiate
proceedings to regulate such services. As these decisions are made, the Company
could become subject to regulation that might eliminate some of the advantages
that it now enjoys as a provider of IP-based services.
Management believes that the regulatory requirements in force today in the
United States impose a relatively minimal burden on the Company. Management also
believes that some of its network services are not subject to regulation by the
FCC or any other state or federal agency; however, there is some risk that the
FCC or a state regulator could decide that the network services should require
specific
F-51
<PAGE>
eGLOBE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
authorization or be subject to other regulations. If that were to occur, these
regulatory requirements could include prior authorization requirements,
tariffing requirements, or the payment of contributors to federal and state
subsidy mechanisms applicable to providers of telecommunications services. Some
of these contributions could be required whether or not the Company is subject
to authorization or tariff requirements.
OTHER COUNTRIES. Telecommunications activities are subject to government
regulation to varying degrees in every country throughout the world. In many
countries where the Company operates, equipment cannot be connected to the
telephone network without regulatory approval, and therefore installation and
operation of the Company's operating platform or other equipment requires such
approval. The Company has licenses or other equipment approvals in the
jurisdictions where it operates. In most jurisdictions where the Company
conducts business, the Company relies on its local partner to obtain the
requisite authority. In many countries the Company's local partner is a national
telephone company, and in some jurisdictions also is (or is controlled by) the
regulatory authority itself.
Many aspects of the Company's international operations and business
expansion plans are subject to foreign government regulations, including
currency regulations. Foreign governments may adopt regulations or take other
actions that would have a direct or indirect adverse impact on the Company's
business opportunities. For example, the regulatory status of IP telephony in
some countries is uncertain. Some countries prohibit or regulate IP telephony,
and any of those policies may change at any time.
The Company is planning to expand or initiate services in certain Middle
East countries including Egypt and Kuwait. These services will include largely
voice services as regulatory liberalization in those countries permits. Although
the Company plans to obtain authority to provide service under current and
future laws of those countries (or, where permitted, to provide service without
government authorization), there can be no assurance that foreign laws will be
adopted and implemented providing the Company with effective practical
opportunities to compete in these countries. The Company's ability or inability
to take advantage of such liberalization could have a material adverse effect on
its ability to expand services as planned.
15. FOURTH QUARTER ADJUSTMENTS
In the fourth quarter of the year ended December 31, 1999, certain
adjustments related to an increase in the accounts receivable reserve allowance,
accrued dividends for certain series of Preferred Stock that are entitled to
receive dividends for specified periods regardless of the conversion date,
capitalized software development costs related to Vogo and accrued excise and
sales and use taxes which in total amounted to an aggregate of approximately
$1.5 million were recorded and are discussed in "Summary of Accounting Policies"
and Note 10 to the consolidated financial statements.
16. SUBSEQUENT EVENTS
Merger with Trans Global Communications Inc.
On March 23, 2000 pursuant to an Agreement and Plan of Merger entered into
on December 16, 1999, a wholly-owned subsidiary of the Company merged with and
into Trans Global, with Trans Global continuing as the surviving corporation and
becoming a wholly-owned subsidiary of the Company. Trans Global is a leading
provider of international voice and data services to carriers in several markets
around the world. As part of the merger, the outstanding shares of Trans Global
common stock were exchanged for 40,000,000 shares of the Company's common stock.
Pursuant to the merger agreement, the Company withheld and deposited into
escrow 2,000,000 shares of the 40,000,000 shares of its common stock issued to
the Trans Global stockholders in the Merger. These escrowed shares cover the
indemnification obligations of the Trans Global stockholders
F-52
<PAGE>
eGLOBE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
under the merger agreement. The Company deposited an additional 2,000,000 shares
of its common stock into escrow to cover its indemnification obligations under
the merger agreement. The merger will be accounted for as a pooling-of-interests
and, accordingly, eGlobe's historical consolidated financial statements
presented in future reports will be restated to include the accounts and results
of operations of Trans Global as if the companies had been combined at the first
date covered by the combined financial statements.
The following unaudited pro forma consolidated results of operations are
presented as if the merger with Trans Global had been consummated at the
beginning of the periods presented. For the March 31, 1998 pro forma results,
Trans Global amounts include its December 31, 1997 year end as compared to the
Company's March 31, 1998 year end. For the December 31, 1998 pro forma results,
the Company has included the nine month period of Trans Global from April 1,
1998 through December 31, 1998. For the year ended December 31, 1999 pro forma
results, the Company has included Trans Global's results of operations for the
comparable period.
<TABLE>
<CAPTION>
UNAUDITED PRO FORMA RESULTS
-----------------------------------------------------------
YEAR ENDED NINE MONTHS ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31, MARCH 31,
1999 1998 1998
----------------- ------------------- -----------------
<S> <C> <C> <C>
Revenue .................................. $ 142,284,000 $ 90,504,000 $ 79,596,000
Net loss ................................. $ (54,961,000) $ (6,037,000) $ (11,725,000)
Net loss attributable to common
stockholders ............................ $ (66,890,994) $ (6,037,000) $ (11,725,000)
Basic and diluted loss per share ......... $ (1.09) $ (0.10) $ (0.21)
</TABLE>
On February 15, 2000, the Company entered into a note payable agreement
with Trans Global whereby the Company loaned Trans Global $3.4 million. The note
bears interest at 8% and the principal and interest are due on December 31,
2000. The Company received a security interest in Trans Global's account
receivables. In addition, the Company received security interests in
approximately 2% of Trans Global's ownership through pledge agreements received
from two officers of Trans Global.
Series N Cumulative Convertible Preferred Stock
In January 2000, the Company sold an additional 525 shares of Series N
Preferred Stock and 42,457 warrants for proceeds of $0.5 million. These shares
of Series N Preferred Stock were immediately converted, at the holders' option,
into 155,394 shares of the Company's common stock at conversion prices from
$3.51 to $3.72.
The warrants are exercisable one year from issuance and expire three years
from issuance. The exercise prices vary from $3.00 to $7.50 per share. In
addition, the holders may elect to make a cash-less exercise. The value of the
warrants will be recorded as a dividend at the issuance dates because the Series
N Preferred Stock is immediately convertible. See Note 10 for further discussion
of Series N Preferred Stock.
Series P Convertible Preferred Stock
On January 27, 2000, the Company issued 15,000 shares of Series P
Convertible Preferred Stock ("Series P Preferred Stock") and warrants to
purchase 375,000 shares of common stock with an exercise price of $12.04 per
share for proceeds of $15.0 million to Rose Glen ("RGC"). The shares of Series P
Preferred Stock carry an effective annual interest rate of 5% and are
convertible, at the holder's option, into shares of common stock. The shares of
Series P Preferred Stock will automatically be converted into shares of common
stock on January 26, 2003, subject to delay for specified events. The conversion
price for the Series P Preferred Stock is $12.04 until April 27, 2000, and
thereafter is equal to the lesser of
F-53
<PAGE>
eGLOBE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
120% of the five day average closing price of the Company's common stock on
Nasdaq during the 22-day period prior to conversion, and $12.04. The Company can
force a conversion of the Series P Preferred Stock on any trading day following
a period in which the closing bid price of the Company's common stock has been
greater than $24.08 for a period of at least 35 trading days after the earlier
of (1) the first anniversary of the date the common stock issuable upon
conversion of the Series P Preferred Stock and warrants are registered for
resale, and (2) the completion of a firm commitment underwritten public offering
with gross proceeds to the Company of at least $45.0 million.
The shares of Series P Preferred Stock are convertible into a maximum of
5,151,871 shares of common stock. This maximum share amount is subject to
increase if the average closing bid prices of the Company's common stock for the
20 trading days ending on the later of June 30, 2000 and the 60th calendar day
after the common stock issuable upon conversion of the Series P Preferred Stock
and warrants is registered is less than $9.375, provided that under no
circumstances will the Series P Preferred Stock be convertible into more than
7,157,063 shares of the Company's common stock. In addition, no holder may
convert the Series P Preferred Stock or exercise the warrants it owns for any
shares of common stock that would cause it to own following such conversion or
exercise in excess of 4.9% of the shares of the Company's common stock then
outstanding.
Except in the event of a firm commitment underwritten public offering of
eGlobe's securities or a sale of up $15.0 million of common stock to a specified
investor, the Company may not obtain any additional equity financing without the
Series P Preferred holder's consent for a period of 120 days following the date
the common stock issuable upon conversion of the Series P Preferred Stock and
warrants is registered for resale. The holder also has a right of first offer to
provide any additional equity financing that the Company needs until the first
anniversary of such registration.
The Company may be required to redeem the Series P Preferred Stock in the
following circumstances:
(a) if the Company fails to perform specified obligations under the
securities purchase agreement or related agreements;
(b) if the Company or any of its subsidiaries make an assignment for the
benefit of creditors or becomes involved in bankruptcy, insolvency,
reorganization or liquidation proceedings;
(c) if the Company merges out of existence without the surviving company
assuming the obligations relating to the Series P Preferred Stock;
(d) if the Company's common stock is no longer listed on the Nasdaq
National Market, the Nasdaq SmallCap Market, the NYSE or the AMEX;
(e) if the Series P Preferred Stock is no longer convertible into common
stock because it would result in an aggregate issuance of more than
5,151,871 shares of common stock, as such number may be adjusted, and
the Company has not waived such limit or obtained stockholder
approval of a higher limit; or
(f) if the Series P Preferred Stock is no longer convertible into common
stock because it would result in an aggregate issuance of more than
7,157,063 shares of the Company's common stock and the Company has
not obtained stockholder approval of a higher limit.
Series Q Convertible Preferred Stock
On March 17, 2000, the Company issued 4,000 shares of Series Q Convertible
Preferred Stock ("Series Q Preferred Stock") and warrants to purchase 100,000
shares of eGlobe common stock with an exercise price per share equal to $12.04,
subject to adjustment for issuances of shares of common stock below market price
for proceeds of $4.0 million to RGC.
F-54
<PAGE>
eGLOBE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
The Series Q Preferred Stock agreement also provides that the Company may
issue up to 6,000 additional shares of Series Q Preferred Stock and warrants to
purchase an additional 150,000 shares of common stock to RGC for an additional
$6.0 million at a second closing to be completed no later than July 15, 2000.
The primary condition to the second closing is the effectiveness of a
registration statement registering the resale of common stock underlying the
Series Q Preferred Stock and the warrants and the Series P Preferred Stock and
warrants issued in January 2000 to RGC (see above discussion "Series P
Convertible Preferred Stock").
The shares of Series Q Preferred Stock carry an effective annual yield of
5% (payable in kind at the time of conversion) and are convertible, at the
holder's option, into shares of common stock. The shares of Series Q Preferred
Stock will automatically be converted into shares of common stock on March 15,
2003, subject to delay for specified events. The conversion price for the Series
Q Preferred Stock is $12.04 until April 26, 2000, and thereafter is equal to the
lesser of: (i) the five day average closing price of the Company's common stock
on Nasdaq during the 22-day period prior to conversion, and (ii) $12.04.
The Company can force a conversion of the Series Q Preferred Stock on any
trading day following a period in which the closing bid price of the Company's
common stock has been greater than $24.08 for a period of at least 20 trading
days after the earlier of (1) the first anniversary of the date the common stock
issuable upon conversion of the Series Q Preferred Stock and warrants is
registered for resale, and (2) the completion of a firm commitment underwritten
public offering with gross proceeds to us of at least $45.0 million.
The Series Q Preferred Stock is convertible into a maximum of 3,434,581
shares of common stock. This maximum share amount is subject to increase if the
average closing bid prices of the Company's common stock for the 20 trading days
ending on the later of June 30, 2000 and the 60th calendar day after the common
stock issuable upon conversion of the Series Q Preferred Stock and warrants is
registered is less than $9.375, provided that under no circumstances will the
Series Q Preferred Stock be converted into more than 7,157,063 shares of common
stock (the maximum share amount will increase to 9,365,463 shares of the
Company's common stock if the Company receives written guidance from Nasdaq that
the issuance of the Series Q Preferred Stock and the warrants will not be
integrated with the issuances of the Series P Preferred Stock and related
warrants. In addition, no holder may convert the Series Q Preferred Stock or
exercise the warrants it owns for any shares of common stock that would cause it
to own following such conversion or exercise in excess of 4.9% of the shares of
the Company's common stock then outstanding.
The Company may be required to redeem the Series Q Preferred Stock in the
following circumstances:
o if the Company fails to perform specified obligations under the
securities purchase agreement or related agreements;
o if the Company or any of its subsidiaries makes an assignment for the
benefit of creditors or become involved in bankruptcy insolvency,
reorganization or liquidation proceedings;
o if the Company merges out of existence without the surviving company
assuming the obligations relating to the Series Q Preferred Stock;
o if the Company's common stock is no longer listed on the Nasdaq National
Market, the Nasdaq SmallCap Market, the NYSE or the AMEX;
o if the Series Q Preferred Stock is no longer convertible into common stock
because it would result in an aggregate issuance of more than 3,434,581
shares of common stock, as such number may be adjusted, and the Company has
not waived such limit or obtained stockholder approval of a higher limit;
or
F-55
<PAGE>
eGLOBE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
o if the Series Q Preferred Stock is no longer convertible into common stock
because it would result in an aggregate issuance of more than 7,157,063
shares of the Company's common stock (the maximum share amount will
increase to 9,365,463 shares of common stock if the Company receives
written guidance from Nasdaq that the issuance of the Series Q Preferred
Stock and the warrants will not be integrated with the issuances of the
Series P Preferred Stock and related warrants. The Company has not obtained
stockholder approval of a higher limit.
i1.com
On December 31, 1999, the Company along with a former IDX executive formed
i1.com. i1.com is developing a distributed network of e-commerce applications
that will allow small and medium-sized businesses to transact business over the
Internet. The Company initially received a 75% equity interest in i1.com in
exchange for providing i1.com access to the Company's IP-based network
infrastructure.
i1.com recently completed a $14.0 million equity private placement. The
Company now retains a 35% equity interest and 45% voting interest in i1.com.
Conversion of Preferred Stock Into Common Stock
Subsequent to December 31, 1999, the remaining Series D Preferred Stock
plus accrued dividends through December 31, 2000, all of Series E Preferred
Stock, Series F Preferred Stock, Series H Preferred Stock, 150,000 shares of the
Series I Preferred Stock plus 8% accrued value, Series J Preferred Stock, Series
K Preferred Stock and the remaining Series N Preferred Stock converted into
14,391,271 shares of the Company's common stock. See Note 10 for further
discussion.
17. SUPPLEMENTAL INFORMATION TO STATEMENTS OF CASH FLOWS AND NON-CASH INVESTING
AND FINANCING ACTIVITIES
<TABLE>
<CAPTION>
YEAR NINE MONTHS YEAR
ENDED ENDED ENDED
DECEMBER 31, DECEMBER 31, MARCH 31,
1999 1998 1998
-------------- -------------- --------------
<S> <C> <C> <C>
CASH PAID DURING THE PERIOD FOR:
Interest ............................................. $ 1,204,000 $ 176,000 $ 1,267,000
Income taxes ......................................... 599,000 96,000 101,000
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Equipment acquired under capital lease obligations. 1,036,000 329,000 312,000
Common stock issued for acquisition of equipment...... -- -- 100,000
Exercise of stock options for notes receivable ....... 1,210,000 -- --
Value of warrants issued and reflected as debt
discount ........................................... 14,026,000 -- --
Value of warrants issued and reflected as stock
offering costs ..................................... 706,000 -- --
Unamortized debt discount related to warrants ........ 7,265,000 321,000 438,000
Stock issued as prepayment of debt ................... 5,616,000 -- --
Exchange of Notes for Series I Preferred Stock ....... 3,982,000 -- --
Preferred stock dividends ............................ 7,330,000 -- --
Preferred stock dividend related to exchange of
Series B Preferred Stock for Series H Preferred
Stock .............................................. 4,600,000 -- --
ACQUISITIONS, NET OF CASH ACQUIRED (Note 4):
IDX:
Working capital deficit, other than cash acquired ..... $ (197,000) $ (931,000) $ --
Property and equipment ................................ -- 975,000 --
</TABLE>
F-56
<PAGE>
eGLOBE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
<TABLE>
<CAPTION>
YEAR NINE MONTHS YEAR
ENDED ENDED ENDED
DECEMBER 31, DECEMBER 31, MARCH 31,
1999 1998 1998
-------------- -------------- ----------
<S> <C> <C> <C>
Intangible assets ........................................... 6,510,000 -- --
Purchase price in excess of the net assets acquired ......... (4,536,000) 10,918,000 --
Other assets ................................................ -- 163,000 --
Notes payable issued in acquisition ......................... -- (5,418,000) --
Series B Convertible Preferred Stock ........................ -- (1,000) --
Additional paid-in capital .................................. (1,485,000) (3,499,000) --
UCI:
Intangible assets ........................................... 655,000 -- --
Purchase price in excess of the net assets acquired ......... (698,000) 1,177,000 --
Accrued cash payment paid in 1999 ........................... -- (75,000) --
Note payable issued in acquisition .......................... -- (1,000,000) --
Common stock issued for acquisition ......................... -- (102,000) --
TELEKEY:
Working capital deficit, other than cash acquired ........... (1,281,000) -- --
Property and equipment ...................................... 481,000 -- --
Intangible assets ........................................... 2,975,000 -- --
Purchase price in excess of the net assets acquired ......... 2,131,000 -- --
Acquired debt ............................................... (1,015,000) -- --
Notes payable issued in acquisition ......................... (150,000) -- --
Issuance of Series F Convertible Preferred Stock ............ (1,000) -- --
Additional paid-in capital .................................. (1,956,000) -- --
Stock to be issued .......................................... (979,000) -- --
CONNECTSOFT:
Working capital deficit, other than cash acquired ........... (2,142,000) -- --
Property and equipment ...................................... 514,000 -- --
Intangible assets ........................................... 9,120,000 -- --
Purchase price in excess of the net assets acquired ......... 1,017,000 -- --
Acquired debt ............................................... (2,992,000) -- --
Advances to Connectsoft prior to acquisition by
eGlobe ..................................................... (971,000) -- --
Issuance of Series G Preferred Stock exchanged for
Series K Preferred Stock ................................... -- -- --
Additional paid-in capital .................................. (3,000,000) -- --
SWIFTCALL:
Working capital deficit, other than cash acquired ........... (1,699,000) -- --
Property and equipment ...................................... 5,144,000 -- --
Common stock ................................................ (1,000) -- --
Additional paid-in capital .................................. (1,644,000) -- --
Stock to be issued .......................................... (1,645,000) -- --
IGLOBE:
Property and equipment ...................................... 6,686,000 -- --
Intangible assets ........................................... 2,383,000 -- --
Purchase price in excess of net assets acquired ............. 1,760,000 -- --
Deposits .................................................... 900,000 -- --
Acquired debt ............................................... (1,786,000) -- --
Issuance of Series M Preferred Stock ........................ -- -- --
</TABLE>
F-57
<PAGE>
eGLOBE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
<TABLE>
<CAPTION>
YEAR NINE MONTHS YEAR
ENDED ENDED ENDED
DECEMBER 31, DECEMBER 31, MARCH 31,
1999 1998 1998
---------------- -------------- ----------
<S> <C> <C> <C>
Additional paid-in capital .................................. (9,643,000) -- --
ORS:
Working capital surplus, other than cash acquired ........... 36,000 -- --
Property and equipment ...................................... 671,000 -- --
Intangible assets in LLC .................................... 1,580,000 -- --
Other assets ................................................ 40,000 -- --
Purchase price in excess of the net assets acquired ......... 363,000 -- --
Minority interest ........................................... (2,330,000) -- --
COAST:
Working capital surplus, other than cash acquired ........... 938,000 ----
Property and equipment ...................................... 1,415,000 -- --
Deposits .................................................... 16,000 -- --
Intangible assets ........................................... 3,190,000 -- --
Purchase price in excess of net assets acquired ............. 14,344,000 -- --
Acquired debt ............................................... (3,539,000) -- --
Common stock ................................................ (1,000) --
Issuance of Series O Convertible Preferred Stock ............ -- -- --
Additional paid-in capital .................................. (16,379,000) -- --
----------- ---- --
Net cash used to acquire companies .......................... $ 2,799,000 $ 2,207,000 $--
============= =========== ===
</TABLE>
18. DEBT RENEGOTIATIONS
On April 5, 2000, the EXTL Note Agreement was amended and EXTL consented to
the Company's (1) assumption of the Coast notes payable, (2) guarantee of these
Coast notes and (3) granting of a security interest in the assets currently
securing the Notes as well as the Coast assets to the Coast noteholder. The
Coast notes payable were also amended on this date and the noteholder consented
to (1) waive any events of default that may have occurred as a result of the
Coast merger, (2) permit Coast to guarantee the EXTL Notes and Revolver and to
secure such guarantee, and (3) revise the debt covenants to consistent with
those in the EXTL Notes.
F-58
<PAGE>
eGLOBE, INC.
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
ALLOWANCE FOR DOUBTFUL ACCOUNTS
<TABLE>
<CAPTION>
BALANCE AT CHARGED TO BALANCE
BEGINNING COST AND AT END OF
DESCRIPTION OF PERIOD EXPENSES DEDUCTIONS PERIOD
- ---------------------------------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Year Ended December 31, 1999 ........... $ 986,000 $ 2,434,000 $ 419,000 $ 3,001,000
Nine Months Ended December 31, 1998..... $ 1,472,000 $ 789,000 $ 1,275,000 $ 986,000
Year Ended March 31, 1998 .............. $ 373,000 $ 1,434,000 $ 335,000 $ 1,472,000
</TABLE>
F-59
<PAGE>
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURES
None.
51
<PAGE>
eGLOBE, INC.
PART III
ITEM 10 -- DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Shown below are the names of all directors and executive officers of
eGlobe, all positions and offices held by each such person, the period during
which each person has served as such, and the principal occupations and
employment of each such person during the last five years:
<TABLE>
<CAPTION>
NAME AGE POSITION
- ------------------------------- ----- ------------------------------------------------
<S> <C> <C>
Christopher J. Vizas .......... 50 Co-Chairman of the Board and Chief Executive
Officer and Class III Director
Arnold S. Gumowitz ............ 71 Co-Chairman of the Board and Class III Director
David W. Warnes ............... 53 Class I Director
Richard A. Krinsley ........... 70 Class III Director
James O. Howard ............... 57 Class III Director
Donald H. Sledge .............. 59 Class II Director
Richard Chiang ................ 44 Class I Director
John H. Wall .................. 34 Class II Director
Gary S. Gumowitz .............. 38 President, eGlobe Development Corp.
and Class II Director
John W. Hughes ................ 51 Senior Vice President and General Counsel
and Class I Director
David Skriloff ................ 34 Chief Financial and Administrative Officer
Bijan Moaveni ................. 54 Chief Operating Officer
Ronald A. Fried ............... 40 Vice President of Business Development
Anne Haas ..................... 49 Vice President, Controller and Treasurer
</TABLE>
DIRECTORS AND EXECUTIVE OFFICERS
CHRISTOPHER J. VIZAS, age 50, has been a Director of eGlobe since October
25, 1997 and the Chairman of the Board of Directors since November 10, 1997. Mr.
Vizas served as eGlobe's acting Chief Executive Officer from November 10, 1997
to December 5, 1997, on which date he became eGlobe's Chief Executive Officer.
Before joining eGlobe, Mr. Vizas was a co-founder of, and since October 1995,
served as Chief Executive Officer of Quo Vadis International, an investment and
financial advisory firm. Before forming Quo Vadis International, he was Chief
Executive Officer of Millennium Capital Development, a merchant banking firm,
and of its predecessor Kouri Telecommunications & Technology. Before joining
Kouri, Mr. Vizas shared in the founding and development of a series of
technology companies, including Orion Network Systems, Inc. of which he was a
founder and a principal executive. From April 1987 to 1992, Mr. Vizas served as
Vice Chairman of Orion, an international satellite communications company, and
served as a Director from 1982 until 1992. Mr. Vizas has also held various
positions in the United States government.
ARNOLD S. GUMOWITZ, age 71, was appointed Co-Chairman of the Board of
Directors on March 24, 2000. Mr. Gumowitz has been the Chairman and Chief
Financial Officer of Trans Global since its inception in 1995. Before joining
Trans Global, Mr. Gumowitz was a co-founder and Chairman of AAG Management,
Inc., a real estate concern which commenced operations in 1979. In addition,
Mr. Gumowitz has over 40 years experience in the textile, apparel and
manufacturing fields.
52
<PAGE>
DAVID W. WARNES, age 53, has been a Director of eGlobe since June 30, 1995.
Mr. Warnes has been the Chief Operating Officer of Global Light
Telecommunications Inc. since September 1997 and a Director since June 1997. He
has been the President and Chief Executive Officer of Vitacom, a subsidiary of
Highpoint, since December 1995, and President and CEO of Highpoint since April
1998. Previously, Mr. Warnes held various senior management and executive
positions with Cable and Wireless or its affiliated companies for two decades.
From October 1992 through October 1995, he was Vice President, Operations and
Chief Operating Officer, and from August 1994 through October 1995, he was
Assistant Managing Director of Tele 2, a telecommunications service provider in
Sweden partially owned by Cable and Wireless. From August 1988 through June
1992, he was a principal consultant and General Manager, Business Development of
IDC, an international telecommunications service provider based in Japan and
partially owned by Cable and Wireless. Mr. Warnes is a Chartered Engineer, a
Fellow of the Institution of Electrical Engineers, and a graduate of the
University of East London.
RICHARD A. KRINSLEY, age 70, has been a Director of eGlobe since June 30,
1995. Mr. Krinsley retired in 1991 as the Executive Vice President and Publisher
of Scholastic Corporation; a publicly held company traded on the Nasdaq Stock
Market. While employed by Scholastic between 1983 and 1991, Mr. Krinsley, among
many other duties, served on that company's management committee. From 1961 to
1983, Mr. Krinsley was employed by Random House where he held, among other
positions, the post of Executive Vice President. At Random House, Mr. Krinsley
also served on that company's executive committee.
JAMES O. HOWARD, age 57, has been a Director of eGlobe since January 16,
1998. Since 1990, Mr. Howard has served as the Chief Financial Officer and a
member of the management committee of Benton International, Inc., a wholly
owned subsidiary of Perot Systems Corporation. From 1981 to 1990, Mr. Howard
was employed by Benton International, Inc. as a consultant and sector manager.
Before joining Benton International, Inc., Mr. Howard held a number of legal
positions in the federal government, including General Counsel of the National
Commission on Electronic Fund Transfers.
DONALD H. SLEDGE, age 59, has been a Director of eGlobe since November 10,
1997. Mr. Sledge has served as Vice Chairman, President and Chief Executive
Officer of TeleHub Communications Corp., a privately held technology
development company, since 1996. Mr. Sledge served as President and Chief
Operating Officer of West Coast Telecommunications, Inc., a long distance
company, from 1994 to 1995. From 1993 to 1994, Mr. Sledge was employed by New
T&T, a Hong Kong-based company, as head of operations. Mr. Sledge was Chairman
and Chief Executive Officer of Telecom New Zealand International from 1991 to
1993 and the Managing Director of Telecom New Zealand International's largest
local carrier from 1988 to 1991. Mr. Sledge is currently Chairman of the Board
of United Digital Network, a small interexchange carrier that operates
primarily in Texas, Oklahoma, Arizona and California. Mr. Sledge is a member of
the Board of Advisors of DataProse and serves as a director of AirCell
Communications, Inc. He also serves as advisor and board member to several
small technology-based start-up companies.
RICHARD CHIANG, age 44, has been a Director of eGlobe since December 2,
1998. Mr. Chiang has been the Chairman and President of Princeton Technology,
Corp. since 1986 and Chairman since 1996. He has been on the Board of Directors
of Taitron Companies, Inc. and Buslogic, Inc. since 1989 and Alliance Venture
Capital Corp. since 1996. Mr. Chiang served as Chairman for IDX International,
Inc. from 1997 to 1998. Mr. Chiang currently sits on the Board of Proware
Technology, Corp. which is a RAID subsystem business and as a Chairman at
Advanced Communication Devices, Corp. whose primary business is Networking
Switch Controller Chips. He has served with these two companies since 1996.
JOHN H. WALL, age 34, has been a Director of eGlobe since June 16, 1999.
Mr. Wall has been the Vice President and Chief Technology Officer for Insurdata
Incorporated, a healthcare technology solutions and services provider, since
March 3, 1998. Prior to joining Insurdata, Mr. Wall served as Chief Technical
Officer for BT Systems Integrators, a provider of imaging and information
management solutions from 1996 to 1998. Mr. Wall also was employed as an
engineer and technical analyst by Georgia Pacific and Dana Corporation from
1995 to 1996 and 1988 to 1995, respectively.
GARY S. GUMOWITZ, age 38, was appointed President of eGlobe Development
Corp., a wholly owned subsidiary of eGlobe, and Director of eGlobe on March 24,
2000. Mr. Gumowitz was the founder of Trans Global and has served as its Chief
Executive Officer since its inception in 1995. Previously, Mr. Gumowitz
53
<PAGE>
served on Trans Global's board of directors, and on the boards of AAG Management
Company and GGB Associates with interests in the real estate and hospitality
industries since 1990. He is a graduate of the University of Rhode Island and
holds a degree in Economics.
JOHN W. HUGHES, age 51, was appointed Senior Vice President and General
Counsel and Director of eGlobe on March 24, 2000. Mr. Hughes was the outside
General Counsel of Trans Global since its inception in 1995 and was a sole
proprietor practicing law in New York for twenty-five years, specializing in
the areas of taxation, business organizations, and contracts. Mr. Hughes served
as a faculty member in the tax department at Pace University and as a lecturer
at the Cornell University Graduate School of Business Administration. In
addition, Mr. Hughes serves on Trans Global's board of directors. He is an
alumnus of Cornell University, where he earned a Bachelor's Degree in l970, an
MBA in 1971 and a J.D. in l974.
DAVID SKRILOFF, age 34, was appointed Chief Financial and Administrative
Officer of eGlobe effective as of January 1, 2000. Prior to joining eGlobe, Mr.
Skriloff was employed by Gerard Klauer Mattison & Co., a registered investment
bank and eGlobe's financial banker, beginning in 1993 where he was a Senior
Associate before being promoted to Vice President, Corporate Finance. Mr.
Skriloff also worked as an Associate at The American Acquisition Company, a
venture capital group and was a co-founder and Senior Vice President of Sales
and Marketing at Performance Technologies, Inc., a computer software company.
BIJAN MOAVENI, age 54, was appointed Chief Operating Officer of eGlobe on
December 3, 1999. Prior to joining eGlobe, Mr. Moaveni served as President of
Coast International, Inc., a private telecommunications company which he founded
and which was acquired by eGlobe in December 1999, for ten years. Before
founding Coast, Mr. Moaveni held various senior management positions with Sprint
Corporation, including marketing and sales, telecommunications networks,
customer service, billing and business and system development.
RONALD A. FRIED, age 40, was named Vice President of Business Development
of eGlobe on February 20, 1998. Prior to joining eGlobe, Mr. Fried worked for a
subsidiary of Sun Healthcare Group, Inc. (formerly Regency Health Services) as
Vice President of Business Development from January 1997 to March 1998. Mr.
Fried served as the Director of Development for Vitas Healthcare Corporation
from June 1992 to January 1997. From March 1983 to May 1985, Mr. Fried worked
as Director of Regulatory Affairs for a subsidiary of Orion, Orion Satellite
Corporation.
ANNE HAAS, age 49, was appointed Vice President, Controller and Treasurer
of eGlobe on October 21, 1997. Ms. Haas served as the Vice President of Finance
of Centennial Communications Corp., a start-up multi-national two way radio
company, during 1996-97. From 1992 to 1996, Ms. Haas served as Controller of
Quark, Inc., a multi-national desk top publishing software company. Before
1992, Ms. Haas worked for the accounting firm of Price Waterhouse in San Jose,
California and Denver, Colorado.
MEETING AND COMMITTEES OF THE BOARD OF DIRECTORS
Directors are elected for three year terms with approximately one-third of
such overall directors elected each year; except that in order to implement the
staggered board, at the recent annual meeting held on June 16, 1999, Class I
Directors were elected for a one-year term, Class II Directors were elected for
a two-year term and Class III Directors were elected for a full three-year term.
Directors will hold office until the end of their term and until their
successors are elected and qualified. Executive Officers serve at the pleasure
of the Board or until the next annual meeting of stockholders. Arnold Gumowitz
is the father of Gary Gumowitz.
Our Board is entrusted with managing our business and affairs. Pursuant to
the powers bestowed upon our Board by our Amended and Restated Bylaws, as
amended (the "Bylaws"), our Board may establish committees from among its
members. In addition, the Bylaws provide that our Board must annually appoint
officers of the Company to manage the affairs of the Company on a day to day
basis as set forth in the Bylaws or as otherwise directed by our Board. During
the fiscal period ended
54
<PAGE>
December 31, 1999, there were a total of 12 meetings held by our Board of
Directors. All of the Directors attended at least 75% of the meetings held by
our Board of Directors during the fiscal period ended December 31, 1999 (with
the exception of Mr. Chiang, who attended 3 of such meetings).
In April 1998, our Board reconstituted the then-existing committees of the
Company as four standing committees of our Board: the Executive Committee, the
Audit Committee, the Finance Committee and the Compensation Committee. We do not
have a Nominating Committee.
The Executive Committee oversees activities in those areas not assigned to
other committees of our Board and has the full power and authority of our Board
to the extent permitted by Delaware law. Our Executive Committee is presently
comprised of Messrs. Howard, Sledge, and Vizas.
The Audit Committee's duties include making recommendations concerning the
engagement of independent public accountants, reviewing with the independent
public accountants the plans and results of the audit engagement, reviewing and
approving professional services rendered by the independent public accountants,
reviewing the independence of the independent public accountants, considering
the range of audit and non-audit fees, reviewing the adequacy of our internal
auditing controls; and reviewing situations or transactions involving actual or
potential conflicts of interest. Our Audit Committee is presently comprised of
Messrs. Howard, Wall and Vizas (in an ex officio capacity).
The Compensation Committee is responsible for approving all compensation
for senior officers and employees, makes recommendations to our Board with
respect to the grant of stock options and eligibility requirements, including
grants under and the requirements of our stock option plans and may make grants
to Directors under such stock option plans. Our Compensation Committee is
presently comprised of Messrs. Vizas, Krinsley and Sledge.
The Executive Committee held 11 meetings during the fiscal period ended
December 31, 1999. The Audit Committee held 2 meetings during the fiscal period
ended December 31, 1999. The Compensation Committee held 5 meetings during the
fiscal period ended December 31, 1999.
55
<PAGE>
ITEM 11 -- EXECUTIVE COMPENSATION
The following table summarizes the compensation for the three most recent
fiscal periods ended December 31, 1999, December 31, 1998 and March 31, 1998 of
our Chief Executive Officer and the four most highly compensated other executive
officers whose total annual salary and bonus exceed $100,000 (the "Named
Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG TERM COMPENSATION
--------------------------------------- --------------------------
OTHER RESTRICTED SECURITIES
ANNUAL STOCK UNDERLYING
BONUS COMPEN- AWARDS OPTIONS/
NAME AND PRINCIPAL POSITION(1) YEAR SALARY($) ($) SATION ($) ($) SARS
- -------------------------------- -------- ----------- ---------- ------------ ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
Christopher J. Vizas 1999 $207,692 0 0 0 1,004,768
Chairman and Chief *1998 153,847 0 0 0 110,000
Executive Officer (2) 1998 62,308 0 0 0 520,000
Ronald A. Fried 1999 $150,000 $28,077 0 0 247,200
Vice President, Business *1998 112,500 0 0 0 40,000
Development (3) 1998 12,500 0 0 0 100,000
Anthony Balinger 1999 $150,000 0 $19,200 0 2,400
Senior Vice President and *1998 103,846 0 9,600 0 45,000
Vice Chairman(4) 1998 150,000 0 0 $7,875 84,310
W.P. Colin Smith 1999 $127,884 $10,000 0 0 0
Vice President *1998 91,539 25,000 0 0 25,000
Legal Affairs (5) 1998 11,538 0 0 100,000
Allen Mandel 1999 $137,730 0 0 0 101,800
Senior Vice President (6) *1998 103,000 0 0 0 30,000
1998 90,077 0 0 0 0
</TABLE>
- ----------
* Nine month period ended December 31, 1998
(1) We no longer employ Mr. Balinger and Mr. Smith. We hired Bijan Moaveni in
December 1999 to act as our Chief Operating Officer and David Skriloff to
act as our Chief Financial and Administrative Officer in January 2000.
Each of Messrs. Moaveni and Skriloff has base salaries in excess of
$100,000. In connection with the consummation of the Merger with Trans
Global, we hired Arnold Gumowitz to act as our Co-Chairman, Gary Gumowitz
to act as President of eGlobe Development Corp. and John Hughes to act as
our General Counsel. Each of Messrs. Gumowitz, Gumowitz and Hughes have
base salaries in excess of $100,000.
(2) Mr. Vizas has served as our Chief Executive Officer since December 5, 1997.
From November 10, 1997 to December 5, 1997, Mr. Vizas served as our acting
Chief Executive Officer. Mr. Vizas' employment agreement provides for a base
salary of $200,000, performance based bonuses of up to 50% of base salary
and options to purchase up to 500,000 shares, subject to various performance
criteria. See "Employment Agreements and Termination of Employment and
Change in Control Arrangements."
(3) Mr. Fried has served as our Vice President of Business Development since
February 20, 1998. Mr. Fried's employment agreement provides for a base
salary of $150,000, performance based bonuses of up to 50% of base salary
and options to purchase up to 100,000 shares, subject to various
performance criteria. See "Employment Agreements and Termination of
Employment and Change in Control Arrangements."
(4) Mr. Balinger served as our President from April 1995 until November 10,
1997. Mr. Balinger served as Chief Executive Officer from January 3, 1997
through November 10, 1997. Mr. Balinger has served as our Senior Vice
President and Vice Chairman since November 6, 1997. Amounts shown as Other
Annual Compensation consist of an annual housing allowance paid to Mr.
Balinger while he resided in the United States and while he resides in
Hong Kong. See "Employment Agreements, Termination of Employment and
Change of Control Agreements."
(5) Mr. Smith has served as our Vice President of Legal Affairs since February
1, 1998. Mr. Smith's employment agreement provides for a base salary of
$135,000, performance based bonuses of up $50,000 and options to purchase
up to 100,000 shares, subject to various performance criteria. See
"Employment Agreements, Termination of Employment and Change in Control
Arrangements."
(6) Mr. Mandel has served as our Senior Vice President since 1991.
56
<PAGE>
OPTION/SAR GRANTS IN LAST FISCAL PERIOD
The following table sets forth the information concerning individual grants
of stock options and stock appreciation rights ("SARs") during the last periods
to each of the Named Executive Officers during such periods. All of the options
granted in the year ended December 31, 1999 to the Named Executive Officers have
terms of between five (5) and ten (10) years. A total of 3,798,182 options were
granted to our employees and directors in the 12-month period ended December 31,
1999 under eGlobe's 1995 Employee Stock Option and Appreciation Rights Plan (the
"Employee Stock Option Plan") and outside of the Employee Stock Option Plan.
OPTION/SAR GRANTS IN LAST FISCAL PERIODS
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-------------------------------------------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/SARS
UNDERLYING GRANTED TO EXERCISE OR
OPTIONS/SARS EMPLOYEES IN BASE PRICE EXPIRATION
NAME GRANTED(#) FISCAL PERIOD ($/SH) DATE
- ------------------------------ -------------- --------------- ------------ -----------
<S> <C> <C> <C> <C>
Christopher J. Vizas ......... 1,768 0% $ 0.01 06/25/04
1,500 0% $ 1.69 06/25/04
1,500 0% $ 1.46 06/25/04
1,000,000 26.3% $ 2.8125 12/16/04
Ronald A. Fried .............. 20,000 0.5% $ 3.16 05/14/04
1,100 0% $ 1.69 06/25/04
1,100 0% $ 1.46 06/25/04
225,000 5.9% $ 2.8125 12/16/04
Anthony Balinger ............. 1,200 0% $ 1.69 06/25/04
1,200 0% $ 1.46 06/25/04
W.P. Colin Smith ............. -- -- -- --
Allen Mandel ................. 900 0% $ 1.69 06/25/04
900 0% $ 1.46 06/25/04
100,000 2.6% $ 2.8125 12/16/04
</TABLE>
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF
STOCK PRICE APPRECIATION
FOR OPTION TERM
---------------------------------------
NAME 0% ($)(1) 5% ($) 10% ($)
- ------------------------------ ----------- ----------- -----------
<S> <C> <C> <C>
Christopher J. Vizas ......... $ 5,194 $ 6,636 $ 8,351
$ 4,407 $ 3,110 $ 4,565
$ 4,407 $ 3,445 $ 4,910
$ -- $787,500 $1,715,625
Ronald A. Fried .............. $ -- $ 16,006 $ 36,428
$ 3,232 $ 2,281 $ 3,348
$ 3,232 $ 2,534 $ 3,601
$ -- $177,188 $ 386,016
Anthony Balinger ............. $ 3,526 $ 2,488 $ 3,652
$ 3,526 $ 2,897 $ 3,652
W.P. Colin Smith ............. $ -- $ -- $ --
Allen Mandel ................. $ 2,644 $ 1,866 $ 2,739
$ 2,644 $ 2,073 $ 2,946
$ -- $ 78,750 $ 171,563
</TABLE>
- ------------------
(1) For options granted below market values were calculated by multiplying the
closing transaction price of common stock as reported on the Nasdaq
National Market at date of grant by the number of options granted.
The following table sets forth information concerning each exercise of
stock options during the last fiscal period by each of the Named Executive
Officers during such fiscal period and the fiscal period end value of
unexercised options.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL PERIOD AND FISCAL PERIOD-END
OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES
UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
SHARES FP-END FP-END($)
ACQUIRED ON VALUE --------------------------- ---------------------------
NAME EXERCISE REALIZED(1) EXERCISABLE/UNEXERCISABLE EXCERCISABLE/UNEXERCISABLE
- ------------------------------ ------------- ------------- --------------------------- ---------------------------
<S> <C> <C> <C> <C>
Christopher J. Vizas ......... 280,768 $497,220 204,372/933,334 $380,550/$1,304,960
Ronald A. Fried .............. 56,250 91,406 16,047/248,571 $ 45,522/$422,632
Anthony Balinger ............. 0 0 86,310/16,666 $169,085/$33,724
W.P. Colin Smith ............. 0 0 48,333/43,334 $ 86,762/$72,426
Allen Mandel ................. 25,000 40,625 76,911/117,565 $169,666/$207,940
</TABLE>
- ------------------
(1) Values were calculated by multiplying the closing transaction price of the
common stock as reported on the Nasdaq National Market on December 31, 1999
of $4.4375 by the respective number of shares of common stock and
subtracting the exercise price per share, without any adjustment for any
termination or vesting contingencies.
57
<PAGE>
COMPENSATION OF DIRECTORS
Effective November 10, 1997, and contingent upon eGlobe experiencing a
fiscal quarter of profitability, non-executive members of the Board receive a
Director's fee of $500 for each regular meeting and committee meeting attended.
Our directors are also reimbursed for expenses incurred in connection with
attendance at Board meetings.
During the fiscal periods ended 1995, 1996 and 1997, under our 1995
Directors Stock Option and Appreciation Rights Plan which then provided for
automatic annual grants, each non-executive Director received an annual grant of
ten year options to purchase 10,000 shares at an exercise price equal to the
fair market value of our common stock on the date of grant. Commencing with the
amendments to the Directors Stock Option Plan which were approved by our
stockholders at the 1997 annual meeting held on February 26, 1998, options to
directors may be made at the discretion of the Board of Directors or
Compensation Committee and there are no automatic grants.
On June 18, 1998, Mr. Sledge and Mr. Warnes were granted options to
purchase 15,000 shares of common stock at $2.719 per share, the fair market
value on the date of the grant, which vested on the date of grant and has a term
of five years. On December 16, 1998, each of Messrs. Gerrity, Warnes, Krinsley,
Sledge, Samuels and Howard received an option to purchase 25,000 shares of
common stock at $1.813 per share, the fair market value on the date of the
grant, which vested on the grant date and has a term of five years. On December
27, 1998, options to purchase 10,000 shares of common stock that were granted on
November 10, 1997 to each of Messrs. Gerrity, Warnes, Krinsley, Balinger,
Samuels, and Sledge expired. On December 31, 1998, options to purchase 10,000
shares of common stock that were granted on April 1, 1998 to each of Messrs.
Gerrity, Warnes, Krinsley, Sledge, Samuels and Howard expired. Both groups of
the expired options noted above vested only upon the achievement of certain
corporate economic and financial goals which were not achieved.
On April 16, 1998, Mr. Balinger was granted options to purchase an
aggregate of 10,000 shares of common stock. Such options have a term of five
years and vest in three equal annual installments, beginning on April 16, 1999,
at an exercise price per share equal to $3.68, the fair market value on the date
of the grant. These options vest only upon the achievement of certain
performance goals to be set by the Chief Executive Officer. Options to purchase
3,333 shares of common stock expired due to failure to achieve the economic and
financial goals specified by the Chief Executive Officer.
On December 27, 1998, Mr. Vizas was granted bonus options to purchase an
aggregate of 50,000 shares of common stock. Such options have a term of five
years and vest in ninety days from the grant date, at an exercise price per
share equal to $1.57, the fair market value on the date of the grant. In
addition, Mr. Vizas was granted options on December 27, 1998 to purchase an
aggregate of 50,000 shares of common stock at $1.57 per share, the fair market
value on the date of the grant. Such options have a term of five years and vest
in three equal annual installments, beginning on December 27, 1999. These
options vest only upon the achievement of certain performance goals to be set by
the Board. On December 5, 1998, options to purchase 100,000 shares of common
stock that were granted on December 5, 1997 to Mr. Vizas expired. These options
vested only upon the achievement of certain performance goals which were not
achieved. Options to purchase 100,000 shares of common stock which were granted
to Mr. Vizas on December 5, 1997 expired. These options were to vest only upon
the achievement of certain performance goals which were not achieved.
On December 27, 1998, Mr. Balinger was granted bonus options to purchase an
aggregate of 10,000 shares of common stock. Such options have a term of five
years and vest in ninety days from the grant date, at an exercise price per
share equal to $1.57, the fair market value on the date of the grant. In
addition, Mr. Balinger was granted options on December 27, 1998 to purchase an
aggregate of 15,000 shares of common stock at $1.57 per share, the fair market
value on the date of the grant. Such options have a term of five years and vest
in three equal annual installments, beginning on December 27, 1999. These
options vest only upon the achievement of certain performance goals to be set by
the Chief Executive Officer.
On December 16, 1999, options to purchase 50,000 shares of our common stock
at an exercise price of $2.8125 per share were granted to each of Messrs.
Warnes, Krinsley, Howard, Chiang, Sledge and Wall. Such options have a term of
five years and vested upon grant.
58
<PAGE>
On December 16, 1999, Mr. Vizas was granted options to purchase 750,000
shares of common stock at an exercise price of $2.8125 per share. Such options
have a term of five years and vest in three annual installments of 250,000
shares beginning on December 16, 2000. In addition, Mr. Vizas was granted
options to purchase 250,000 shares of common stock, of which 239,628 options
were issued outside of our Employee Stock Option Plan. Such options vested upon
grant and were immediately exercised.
EMPLOYMENT AGREEMENTS, TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL
ARRANGEMENTS
Effective December 5, 1997, we entered into a three year employment
agreement with Christopher J. Vizas, our Chief Executive Officer. Mr. Vizas'
employment agreement provides for a minimum salary of $200,000 per annum,
reimbursement of certain expenses, annual bonuses based on financial performance
targets to be adopted by eGlobe and Mr. Vizas, and the grant of options to
purchase an aggregate of 500,000 shares of common stock. The options granted to
Mr. Vizas pursuant to his employment agreement are comprised of:
o options to purchase 50,000 shares of common stock at an exercise price of
$2.32 which vested upon their grant;
o options to purchase 50,000 shares of common stock at an exercise price of
$2.32 which vested on December 5, 1998;
o options to purchase up to 100,000 shares of common stock at an exercise
price of $2.32 which expired due to our failure to achieve certain
financial performance targets;
o options to purchase 50,000 shares at an exercise price of $3.50 which
vested on December 5, 1999;
o options to purchase up to 100,000 shares of common stock at an exercise
price of $3.50 which expired due to our failure to achieve certain
financial performance targets;
o options to purchase 50,000 shares at an exercise price of $4.50 which
vest on December 5, 2000 (contingent upon Mr. Vizas' continued employment
as of such date); and
o and options to purchase up to 100,000 shares of common stock at an exercise
price of $4.50 which vest on December 5, 2000 (contingent upon Mr. Vizas'
continued employment as of such date and the attainment of certain
financial performance targets).
Each option has a term of five years.
Mr. Vizas' employment agreement provides that, if we terminate Mr. Vizas'
employment other than for "cause," Mr. Vizas shall continue to receive, for one
year commencing on the date of such termination, his full base salary, any bonus
that is earned after the termination of employment, and all other benefits and
compensation that Mr. Vizas would have been entitled to under his employment
agreement in the absence of termination of employment (the "Vizas Severance
Amount"). Mr. Vizas may be terminated for cause if he engages in any personal
dishonesty, willful misconduct, breach of fiduciary duty involving personal
profit, intentional failure to perform stated duties, willful violation of any
law, rule, or regulation (other than traffic violations or similar offenses), or
material breach of any provision of his employment agreement.
If there is an early termination of Mr. Vizas' employment following a
"change of control," Mr. Vizas would be entitled to a lump cash payment equal to
the Vizas Severance Amount. Additionally, if during the term of Mr. Vizas'
employment agreement there is a "change in control" of eGlobe and in connection
with or within two years after such change of control we terminate Mr. Vizas'
employment other than "termination for cause," all of the options described
above will vest in full to the extent and at such time that such options would
have vested if Mr. Vizas had remained employed for the remainder of the term of
his employment agreement. A "change of control" means if (1) any person becomes
the beneficial owner of 20% or more of the total number of our voting shares;
(2) any person becomes the beneficial owner of 10% or more, but less than 20%,
of the total number of our voting shares, if the Board of Directors makes a
determination that such beneficial ownership constitutes or will constitute
control of eGlobe; or (3) as the result of any business combination, the persons
who were directors of eGlobe before such transaction shall cease to constitute
at least two-thirds of the Board of Directors.
59
<PAGE>
On February 1, 1997, we entered into a new three year employment agreement
with Anthony Balinger. Pursuant to his new employment agreement, Mr. Balinger
served as eGlobe's President and Chief Executive Officer until November 10, 1997
when he resigned that position and was appointed Senior Vice President and Vice
Chairman of eGlobe. Mr. Balinger's employment agreement provides for a minimum
salary of $150,000 per annum, reimbursement of certain expenses, a $1,600 per
month housing allowance, and payment for health, dental and disability insurance
and various other benefits. Mr. Balinger's employment agreement also provides
for payment of the greater of $125,000 or the balance of the annual base salary
to which Mr. Balinger would be entitled at the end of the employment term,
relocation to the country of Mr. Balinger's choice, buy-out of his auto and
residential leases and a 90 day exercise period for his vested options after
termination if we terminate Mr. Balinger without "cause." "Cause" means any
criminal conviction for an offense by Mr. Balinger involving any
misappropriation of our funds or material property or a willful and repeated
refusal to follow any careful directive of our Board of Directors for the
performance of material duties which Mr. Balinger is required to perform under
his employment agreement (after cure period). This employment agreement
superseded a prior employment agreement. The employment agreement with Mr.
Balinger terminated in January, 2000.
If, during the term of Mr. Balinger's employment agreement, there is a
"change in control" of eGlobe, then the agreement shall be deemed to have been
terminated by us and we shall be obligated to pay Mr. Balinger a lump sum cash
payment equal to five times the "base amount" of Mr. Balinger's compensation, as
that term is defined by the Internal Revenue Code. A "change of control" occurs
if (i) we sell all or substantially all of our assets, (ii) we merge or
consolidate with or into another corporation such that our shareholders own 50%
or less of the combined corporation following the merger or consolidation, (iii)
a majority of our Board is replaced in a given year without approval of the
directors who constituted the board at the beginning of year, or (iv) any person
becomes the beneficial owner of 15% or more of the total number of our voting
shares.
On February 1, 1998, we entered into an employment agreement with W. P.
Colin Smith pursuant to which Mr. Smith agreed to serve as Vice President of
Legal Affairs and General Counsel of eGlobe through December 31, 2000. Mr.
Smith's employment agreement provides for a minimum salary of $125,000 per
annum, reimbursement of certain expenses, annual and quarterly bonuses based on
financial performance targets to be adopted by the Chairman and Chief Executive
and Mr. Smith, and the grant of options to purchase an aggregate of 100,000
shares of common stock. The options granted to Mr. Smith pursuant to his
employment agreement are comprised of options to purchase 33,333 shares of
common stock at an exercise price of $3.125 which vested on February 1, 1999 but
which expired due to eGlobe's failure to achieve certain financial performance
targets, 33,333 shares of common stock at an exercise price of $3.125 which
vested on February 1, 2000 and 33,334 shares of common stock at an exercise
price of $3.125 which will vest on February 1, 2001 (contingent upon Mr. Smith's
continued employment as of such date and the attainment of certain financial
performance targets). Each of the options have a term of five years. Vesting of
all options will accelerate in the event that the current Chairman and Chief
Executive Officer (Christopher J. Vizas) ceases to be the Chief Executive
Officer of eGlobe and Mr. Smith's employment terminates or reasonable advance
notice of such termination is given.
Mr. Smith's employment agreement provides that, if we terminate Mr. Smith's
employment other than "for cause" or after a material breach of the employment
agreement by eGlobe, Mr. Smith shall continue to receive, for six months (in all
cases thereafter) commencing on the date of such termination, his full base
salary, any annual or quarterly bonus that has been earned before termination of
employment or is earned after the termination of employment (where Mr. Smith met
the applicable performance goals prior to termination and we meet the applicable
corporate performance goals after termination), and all other benefits and
compensation that Mr. Smith would have been entitled to under his employment
agreement in the absence of termination of employment (the "Smith Severance
Amount"). "Termination for cause" means termination by eGlobe because of Mr.
Smith's (1) fraud or material misappropriation with respect to our business or
assets; (2) persistent refusal or willful failure materially to perform his
duties and responsibilities to us which continues after Mr. Smith receives
notice of such refusal or failure; (3) conduct that constitutes disloyalty to
eGlobe and which materially harms us or conduct that constitutes breach of
fiduciary duty involving personal profit; (4) conviction of a felony
60
<PAGE>
or crime, or willful violation of any law, rule, or regulation, involving moral
turpitude; (5) the use of drugs or alcohol which interferes materially with Mr.
Smith's performance of his duties; or (6) material breach of any provision of
his employment agreement.
If, during the term of Mr. Smith's employment agreement, there is a "change
in control" of eGlobe and in connection with or within two years after such
change of control we terminate Mr. Smith's employment other than "termination
for cause" or Mr. Smith terminates with good reason, we shall be obligated,
concurrently with such termination, to pay the Smith Severance Amount in a
single lump sum cash payment to Mr. Smith. A "change of control" occurs if (1)
any person becomes the beneficial owner of 35% or more of the total number of
our voting shares, (2) we sell substantially all of assets, (3) we merge or
combine with another company and immediately following such transaction the
persons and entities who were stockholders of eGlobe before the merger own less
than 50% of the stock of the merged or combined entity, or (4) the current
Chairman and Chief Executive Officer (Christopher J. Vizas) ceases to be the
Chief Executive Officer of eGlobe. Mr. Smith's employment terminated in January
2000.
On February 20, 1998, we entered into an employment agreement with Ronald
A. Fried pursuant to which Mr. Fried agreed to serve as our Vice President of
Business Development through December 31, 2000. Mr. Fried's employment agreement
provides for a minimum salary of $150,000 per annum, reimbursement of certain
expenses, annual bonuses based on financial performance targets to be adopted by
the Chairman and Chief Executive and Mr. Fried, and the grant of options to
purchase an aggregate of 100,000 shares of common stock. The options granted to
Mr. Fried pursuant to his employment agreement are comprised of options to
purchase 33,333 shares of common stock at an exercise price of $3.03 which
vested on August 20, 1998, 33,333 shares of common stock at an exercise price of
$3.03 which vested on August 20, 1999 and 33,334 shares of common stock at an
exercise price of $3.03 which will vest on August 20, 2000 (contingent upon Mr.
Fried's continued employment as of such date and the attainment of certain
financial performance targets). Each of the options has a term of five years.
Mr. Fried's employment agreement provides that, if we terminate Mr. Fried's
employment other than pursuant to a "termination for cause" or after a material
breach of the employment agreement by us, Mr. Fried shall continue to receive,
for one year commencing on the date of such termination, his full base salary,
any annual or quarterly bonus that has been earned before termination of
employment or is earned after the termination of employment (where Mr. Fried
meets the applicable performance goals prior to termination and we meet the
applicable Company performance goals after termination), and all other benefits
and compensation that Mr. Fried would have been entitled to under his employment
agreement in the absence of termination of employment (the "Fried Severance
Amount"). A "termination for cause" is defined as termination by us because of
Mr. Fried's personal dishonesty, willful misconduct, breach of fiduciary duty
involving personal profit, persistent refusal or willful failure materially to
perform his duties and responsibilities to us which continues after Mr. Fried
receives notice of such refusal or failure; willful violation of any law, rule,
or regulation (other than traffic violations or similar offenses), or material
breach of any provision of his employment agreement.
If during the term of Mr. Fried's employment agreement there is a "change
in control" of eGlobe and in connection with or within two years after such
change of control we terminate Mr. Fried's employment other than "termination
for cause" or Mr. Fried terminates with good reason, we shall be obligated,
concurrently with such termination, to pay the Fried Severance Amount in a
single lump sum cash payment to Mr. Fried. A "change of control" is deemed to
have taken place under Mr. Fried's employment agreement if any person becomes
the beneficial owner of 35% or more of the total number of our voting shares.
On December 3, 1999, we entered into an employment agreement with Bijan
Moaveni pursuant to which Mr. Moaveni agreed to serve as Chief Operating Officer
of eGlobe through December 31, 2002. Mr. Moaveni's employment agreement provides
for a minimum salary of $180,000 per annum, reimbursement of certain expenses,
and annual bonuses based on performance goals to be adopted by the Chairman and
Chief Executive and Mr. Moaveni. On December 16, 1999 our Board of Directors
granted Mr. Moaveni options to purchase 150,000 shares of common stock at an
exercise price equal to $2.8125
61
<PAGE>
which will vest upon achievement of certain performance criteria. Mr. Moaveni
was also granted options to purchase 75,000 shares of common stock which will
vest in three equal annual installments beginning on December 31, 2001. The
vesting of options to purchase an additional 75,000 shares was accelerated and
such options were exercised during March 2000.
Mr. Moaveni's employment agreement provides that, if we terminate Mr.
Moaveni's employment other than "for cause" or after a material breach of the
employment agreement by us, Mr. Moaveni shall continue to receive, for one year
commencing on the date of such termination, his full base salary, any annual or
quarterly bonus that has been accrued or earned prior to termination of
employment, and all other benefits and compensation that Mr. Moeveni would have
been entitled to under his employment agreement in the absence of termination of
employment (the "Moaveni Severance Amount"). "Termination for cause" means
termination by us because of Mr. Moaveni's (1) fraud or material
misrepresentation with respect to our business or assets; (2) persistent refusal
or failure to materially perform his duties and responsibilities to us which
continues after Mr. Moaveni receives notice of such refusal or failure; (3)
conduct that constitutes disloyalty to eGlobe and which materially harms eGlobe
or conduct that constitutes breach of fiduciary duty involving personal profit;
(4) conviction of a felony or crime, or willful violation of any law, rule, or
regulation, involving dishonesty or moral turpitude; (5) the use of drugs or
alcohol which interferes materially with Mr. Moaveni's performance of his
duties; or (6) material breach of any provision of his employment agreement.
If, during the term of Mr. Moaveni's employment agreement, there is a
"change in control" of eGlobe and in connection with or within two years after
such change of control we terminate Mr. Moaveni's employment other than
termination for cause, or we reduce Mr. Moaveni's responsibility and authority
or takes steps which amount to a demotion of Mr. Moaveni, we shall be obligated,
concurrently with such termination, to pay the Moaveni Severance Amount in a
single lump sum cash payment to Mr. Moaveni. A "change of control" occurs if (1)
Christopher J. Vizas is terminated by eGlobe or is no longer the Chairman or
Chief Executive Officer; (2) more than half of the members of our Board of
Directors are replaced at one time; or (3) any person becomes the beneficial
owner of 35% or more of the total number of our voting shares.
Under a side letter to Mr. Moaveni's employment agreement, we were
obligated to repurchase at Mr. Moaveni's request the 247,213 shares of common
stock issued to Mr. Moaveni in our acquisition of Coast for $700,000 under
certain conditions. Subsequent to December 31, 1999, Mr. Moaveni waived his
rights to cause us to redeem such shares.
On January 1, 2000, we entered into an employment agreement with David
Skriloff pursuant to which Mr. Skriloff agreed to serve as Chief Financial
Officer of eGlobe through January 1, 2004. Mr. Skriloff's employment agreement
provides for a minimum salary of $160,000 per annum, reimbursement of certain
expenses, annual bonuses based on performance goals to be adopted by the
Chairman and Chief Executive and Mr. Skriloff, the purchase of 36,000 shares of
our common stock through a four year loan from us to Mr. Skriloff at an interest
rate of 8%, and the grant of options to purchase an aggregate of 264,000 shares
of our common stock. The options granted to Mr. Skriloff pursuant to his
employment agreement are comprised of options to purchase 144,000 shares of
common stock (the "Skriloff Time-Vested Options") at an exercise price of $4.44
which vest in installments of 36,000 shares each on December 31, 2000, 2001,
2002, and 2003 (contingent upon Mr. Skriloff's continued employment as of such
date) and 120,000 shares of common stock (the "Skriloff Performance Options") at
an exercise price of $4.44 which will vest in installments of 40,000 shares each
on December 31, 2000, 2001, and 2002 (contingent upon Mr. Skriloff's continued
employment as of such date and certain performance goals). The Skriloff
Time-Vested Options have a term of five years from January 1, 2000. The Skriloff
Performance Options have a term of nine years from January 1, 2000.
Mr. Skriloff's employment agreement provides that, if we terminate Mr.
Skriloff's employment other than "for cause" or in the event of any "resignation
for good reason," Mr. Skriloff shall receive his Accrued Rights and shall
continue to receive, for one year commencing on the date of such termination,
his full base salary and all other benefits and compensation that Mr. Skriloff
would have been entitled to under his employment agreement in the absence of
termination of employment (the "Skriloff Severance
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<PAGE>
Amount"). "Termination for cause" means termination by us because of Mr.
Skriloff's (1) fraud or material misrepresentation with respect to our business
or assets; (2) persistent refusal or failure to materially perform his duties
and responsibilities to eGlobe which continues after Mr. Skriloff receives
notice of such refusal or failure; (3) conduct that constitutes breach of a
fiduciary duty involving personal profit; (4) conviction or plea of nolo
contendere of a felony under the laws of the United States or any state thereof,
or any equivalent crime in any foreign jurisdiction, (5) willful violation of
any law, rule, or regulation, involving dishonesty or moral turpitude that is
materially detrimental to us; or (6) the use of illegal drugs or alcohol which
interferes materially with Mr. Skriloff's performance of his duties.
"Resignation for good reason" means a resignation following (1) material
reduction, without Mr. Skriloff's consent, of Mr. Skriloff's duties, titles, or
reporting relationships; (2) any reduction, without Mr. Skriloff's consent, of
Mr. Skriloff's base salary; (3) any involuntary relocation of Mr. Skriloff's
principal place of business; or (4) a material breach of Mr. Skriloff's
employment agreement by us.
If, during the term of Mr. Skriloff's employment agreement, there is a
"change in control" of eGlobe and in connection with or within two years after
such change of control we terminate Mr. Skriloff's employment other than
termination for cause or Mr. Skriloff resigns with good reason, we shall be
obligated, concurrently with such termination, to pay the Skriloff Severance
Amount in a single lump sum cash payment to Mr. Skriloff. A "change of control"
occurs if (1) eGlobe or its shareholders enter into an agreement to dispose of
all or substantially all of our assets or stock (other than any agreement of
merger or reorganization where the shareholders of eGlobe immediately before the
consummation of the transaction will own 50% or more of the fully diluted equity
of the surviving entity immediately after the consummation of the transaction);
(2) during any period of two consecutive years (not including any period prior
to the date of Mr. Skriloff's employment agreement), individuals who at the
beginning of such period constitute the Board of Directors (and any new
directors whose election by the Board of Directors or nomination for election by
our shareholders was approved by a vote of at least two-thirds of the directors
then still in office who either were directors at the beginning of the period or
whose election or nomination for election was so approved) cease for any reason
(except for death, disability, or voluntary retirement) to constitute a majority
thereof; or (3) during any two consecutive years (not including any period prior
to the date of Mr. Skriloff's employment agreement), individuals who at the
beginning of such period constitute the senior management of eGlobe cease for
any reason (except for death, disability, or voluntary retirement) to constitute
a majority thereof.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Vizas, our Chief Executive Officer, serves as a member of the
Compensation Committee of the Board of Directors. Although Mr. Vizas makes
recommendations to the Compensation Committee of the Board of Directors with
regard to the other executive officers, including Named Executive Officers, he
did not participate in the Compensation Committee's deliberations with respect
to his own compensation.
THE 1995 EMPLOYEE STOCK OPTION AND APPRECIATION RIGHTS PLAN
The Compensation Committee of our Board of Directors administers the 1995
Employee Stock Option and Appreciation Rights Plan (the "Employee Plan") and may
grant stock options and stock appreciation rights to our employees, advisors and
consultants.
Incentive stock options granted under the Employee Plan are intended to
qualify as incentive stock options under Section 422 of the Internal Revenue
Code, unless they exceed certain limitations or are specifically designated
otherwise, and, accordingly, may be granted to our employees only. All other
options granted under the Employee Plan are nonqualified stock options, meaning
an option not intended to qualify as an incentive stock option or an incentive
stock option which is converted into a nonqualified stock option under the terms
of the Employee Plan.
The option exercise price for incentive stock options granted under the
Employee Plan may not be less than 100% of the fair market value of our common
stock on the date of grant of the option (or 110% in the case of an incentive
stock option granted to an optionee beneficially owning more than 10% of our
common stock). For nonqualified stock options, the option price shall be equal
to the fair market value
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<PAGE>
of our common stock on the date the option is granted. The maximum option term
is 10 years (or five years in the case of an incentive stock option granted to
an optionee beneficially owning more than 10% of the outstanding common stock)
and the options vest over periods determined by the Compensation Committee.
The Compensation Committee has decided not to grant any more tandem stock
appreciation rights with stock options. However, the Compensation Committee may
award freestanding stock appreciation rights.
The maximum number of shares of common stock that may be issued upon
exercise of stock options and stock appreciation rights granted under the
Employee Plan is 7,000,000 shares. The Employee Plan will terminate on December
14, 2005, unless terminated earlier by our Board of Directors.
THE DIRECTORS STOCK OPTION AND APPRECIATION RIGHTS PLAN
The 1995 Directors Stock Option and Appreciation Rights Plan (the "Director
Plan") is administered by our Compensation Committee. Effective June 16, 1999,
the Director Plan was amended to reduce the number of shares of common stock
available for issuance thereunder to 437,000, the number of shares underlying
options then outstanding.
Options granted under the Director Plan expire ten (10) years from the date
of grant, or in the case of incentive stock options granted to Directors who are
employees holding more than 10% of the total combined voting power of all
classes of our stock, five (5) years from the date of grant. However, upon a
change of control of eGlobe as defined in the Director Plan, all options will
become fully exercisable.
Unless terminated earlier by the Compensation Committee, the Director Plan
will terminate on December 14, 2005.
ITEM 12 -- SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the number and percentage of shares of our
common stock owned beneficially, as of April 3, 2000, by each Director and
Executive Officer of eGlobe, and by all directors and executive officers of
eGlobe as a group. Information as to beneficial ownership is based upon
statements furnished to us by such persons. Unless otherwise indicated, the
address of each of the named individuals is c/o eGlobe, Inc., 1250 24th Street,
N.W., Suite 725, Washington, DC 20037.
<TABLE>
<CAPTION>
NAME OF NUMBER OF SHARES PERCENT OF
BENEFICIAL OWNER OWNED BENEFICIALLY (1) COMMON STOCK OUTSTANDING (2)
- ----------------------------------------- ------------------------ -----------------------------
<S> <C> <C>
Christopher J. Vizas (3) ................ 496,499 0.6%
Arnold Gumowitz ......................... 10,640,000 11.9
David W. Warnes (4) ..................... 111,000 *
Richard A. Krinsley (5) ................. 180,182 *
Donald H. Sledge (6) .................... 110,000 *
James O. Howard (7) ..................... 95,000 *
Richard Chiang (8) ...................... 2,153,545 2.4
John H. Wall (9) ........................ 50,000 *
Gary Gumowitz ........................... 13,300,000 14.9
John W. Hughes .......................... 3,800,000 4.3
David Skriloff (10) ..................... 50,061 *
Bijan Moaveni (11) ...................... 1,138,814 1.3
Ronald A. Fried (12) .................... 107,734 *
Anne Haas (13) .......................... 45,617 *
---------- ------
All executive officers and directors as a
Group (14 persons) (14) ............... 32,278,452 35.5%
</TABLE>
- ----------
* Less than 1%
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(1) In accordance with Rule 13d-3 under the Exchange Act, a person is deemed to
be a "beneficial owner" of a security if he or she has or shares the power
to vote or direct the voting of such security or the power to dispose or
direct the disposition of such security. A person is also deemed to be a
beneficial owner of any securities of which that person has the right to
acquire beneficial ownership within 60 days from April 3, 2000. More than
one person may be deemed to be a beneficial owner of the same securities.
All persons shown in the table above have sole voting and investment power,
except as otherwise indicated. This table includes shares of common stock
subject to outstanding options granted pursuant to our option plans.
(2) For the purpose of computing the percentage ownership of each beneficial
owner, any securities which were not outstanding but which were subject to
options, warrants, rights or conversion privileges held by such beneficial
owner exercisable within 60 days were deemed to be outstanding in
determining the percentage owned by such person, but were deemed not to be
outstanding in determining the percentage owned by any other person.
(3) Includes options to purchase 204,372 shares of common stock exercisable
within 60 days from April 3, 2000. Does not include options to purchase
933,334 shares of common stock which are not exercisable within such
period.
(4) Consists solely of options to purchase common stock exercisable within 60
days from April 3, 2000.
(5) Includes options to purchase 96,000 shares of common stock exercisable
within 60 days from April 3, 2000.
(6) Consists solely of options to purchase common stock exercisable within 60
days from April 3, 2000.
(7) Includes options to purchase 85,000 shares of common stock exercisable
within 60 days from April 3, 2000.
(8) Includes options to purchase 50,000 shares of common stock exercisable
within 60 days from April 3, 2000, and warrants to purchase 8,540 shares of
common stock exercisable within 60 days from April 3, 2000, owned by
Tenrich Holdings Ltd., of which Mr. Chiang is the sole stockholder. Does
not include warrants owned by Tenrich Holdings Ltd. to purchase 215,111
shares of common stock which are not exercisable within such period.
(9) Includes options to purchase 50,000 shares of common stock exercisable
within 60 days from April 3, 2000. Does not include 15% interest in
warrants to purchase 18,000 shares of common stock which are not
exercisable within such a period.
(10) Includes options to purchase 36,000 shares of common stock exercisable
within 60 days from April 3, 2000. Does not include (1) warrants to
purchase 4,218 shares of common stock or (2) options to purchase 264,000
shares of common stock which are not exercisable within such period.
(11) Includes 901,600 shares of common stock which are issuable within 60 days
from April 3, 2000 upon the conversion of the Series O Preferred Stock.
(12) Includes options to purchase 16,047 shares of common stock exercisable
within 60 days from April 3, 2000. Does not include options to purchase
248,571 shares of common stock which are not exercisable within such
period.
(13) Includes options to purchase 30,617 shares of common stock exercisable
within 60 days from April 3, 2000. Does not include options to purchase
100,616 shares of common stock which are not exercisable within 60 days
from April 3, 2000.
(14) Includes (1) options to purchase 789,036 shares of common stock exercisable
within 60 days from April 3, 2000, (2) warrants to purchase 8,540 shares of
common stock exercisable within 60 days from April 3, 2000 and (3) 901,600
shares of common stock issuable upon conversion of the Series O Preferred
Stock within 60 days from April 3, 2000. Does not include (1) options to
purchase 1,546,521 shares of common stock or (2) warrants to purchase
219,329 shares of common stock which are not exercisable within such
period.
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<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth the number and percentage of shares of our
common stock owned beneficially, as of April 3, 2000, by any person who is known
to us to be the beneficial owner of 5% or more of our common stock. Information
as to beneficial ownership is based upon statements furnished to us by such
persons.
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP (1) OF CLASS (2)
- ---------------------------------- -------------------------- -------------
<S> <C> <C>
EXTL Investors LLC (3) ........... 15,553,076 17.4%
850 Cannon, Suite 200
Hurst, Texas 76054
Gary Gumowitz .................... 13,300,000 14.9%
c/o eGlobe, Inc.
1250 24th Street, N.W., Suite 725
Washington, D.C. 20004
Arnold Gumowitz .................. 10,640,000 11.9%
c/o eGlobe, Inc.
1250 24th Street, N.W., Suite 725
Washington, D.C. 20004
</TABLE>
- ----------
(1) In accordance with Rule 13d-3 under the Exchange Act, a person is deemed to
be a "beneficial owner" of a security if he or she has or shares the power
to vote or direct the voting of such security or the power to dispose or
direct the disposition of such security. A person is also deemed to be a
beneficial owner of any securities of which that person has the right to
acquire beneficial ownership within 60 days from April 3, 2000. More than
one person may be deemed to be a beneficial owner of the same securities.
All persons shown in the table above have sole voting and investment power,
except as otherwise indicated.
(2) For the purpose of computing the percentage ownership of each beneficial
owner, any securities which were not outstanding but which were subject to
options, warrants, rights or conversion privileges held by such beneficial
owner exercisable within 60 days were deemed to be outstanding in
determining the percentage owned by such person, but were not deemed
outstanding in determining the percentage owned by any other person.
(3) Includes (a) 2,254,000 shares of common stock issuable within 60 days from
April 3, 2000 upon the conversion of the Series O Preferred Stock and (b)
warrants to purchase 6,000,000 shares of common stock exercisable within 60
days from April 3, 2000. Ronald and Gladys Jensen, members of EXTL Investors
LLC, may be deemed to be beneficial owners of these securities.
ITEM 13 -- CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On December 31, 1998, two officers of eGlobe each loaned $50,000 to us for
short term needs. The loans were repaid, including a 1% fee, in February, 1999.
In November 1998, we reached an agreement with Mr. Ronald Jensen, who, at
the time, was our largest stockholder. The agreement concerned settlement of
unreimbursed costs and potential claims. Mr. Jensen had purchased $7.5 million
of our common stock in a private placement in June 1997 and later was elected
Chairman of our Board of Directors. After approximately three months, Mr. Jensen
resigned his position, citing both other business demands and the challenges of
managing our business. During his tenure as Chairman, Mr. Jensen incurred staff
and other costs that were not billed to eGlobe. Also, Mr. Jensen subsequently
communicated with our current management, indicating there were a number of
issues raised during his involvement with eGlobe relating to the provisions of
his share purchase agreement which could result in claims against us.
In December 1998, to resolve all current and potential issues, we exchanged
75 shares of our 8% Series C cumulative convertible preferred stock ("Series C
Preferred Stock"), which management estimated to have a fair market value of
approximately $3.4 million and a face value of $7.5 million, for Mr. Jensen's
then current holding of 1,425,000 shares of common stock. The terms of the
Series C Preferred Stock permitted Mr. Jensen to convert the Series C Preferred
Stock into the number of shares
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<PAGE>
equal to the face value of the preferred stock divided by 90% of the common
stock market price, but with a minimum conversion price of $4.00 per share and a
maximum of $6.00 per share, subject to adjustment if we issue common stock for
less than the conversion price. The difference between the estimated fair value
of the Series C Preferred Stock to be issued and the market value of the common
stock surrendered resulted in a one-time non-cash charge to our statement of
operations of $1.0 million in the quarter ended September 30, 1998 with a
corresponding credit to stockholders' equity.
In connection with subsequent issuances of securities which are convertible
into or exercisable for our common stock, we discussed with Mr. Jensen the
extent to which the conversion price of the Series C Preferred Stock should be
adjusted downward. On February 12, 1999 (1) Mr. Jensen exchanged 75 shares of
Series C Preferred Stock (convertible into 1,875,000 shares of common stock) for
3,000,000 shares of common stock, which exchange would have the same economic
effect as if the Series C Preferred Stock had been converted into common stock
with an effective conversion price of $2.50 per share and (2) Mr. Jensen waived
any rights to the warrants associated with the Series C Preferred Stock. The
market value of the 1,125,000 incremental shares of common stock issued of
approximately $2.2 million was recorded as a preferred stock dividend in the
quarter ended March 31, 1999.
Mr. Jensen transferred all his interests in the 3,000,000 shares of common
stock he received in exchange for the Series C Preferred Stock to EXTL Investors
LLC, a limited liability company in which Mr. Jensen and his wife are the sole
members.
In February 1999, contemporaneously with the exchange of Mr. Jensen's
Series C Preferred Stock for shares of common stock, we concluded a private
placement of $5 million with EXTL Investors. We sold 50 shares of our 8% Series
E cumulative convertible redeemable preferred stock (the "Series E Preferred
Stock") and warrants (the "Series E Warrants") to purchase (1) 723,000 shares of
common stock with an exercise price of $2.125 per share and (2) 277,000 shares
of common stock with an exercise price of $.01 per share to EXTL Investors.
The shares of Series E Preferred Stock will automatically be converted into
shares of our common stock, on the earliest to occur of (1) the first date as of
which the last reported sales price of our common stock on Nasdaq is $5.00 or
more for any 20 consecutive trading days during any period in which Series E
Preferred Stock is outstanding, (2) the date that 80% or more of the Series E
Preferred Stock we have issued has been converted into common stock, or (3) we
complete a public offering of equity securities at a price of at least $3.00 per
share and with gross proceeds to us of at least $20 million. The initial
conversion price for the Series E Preferred Stock is $2.125, subject to
adjustment if we issue common stock for less than the conversion price.
As of February 1, 2000, because the closing sales price of our common stock
was over the required threshold for the requisite number of trading days, the
shares of Series E Preferred Stock converted into shares of our common stock.
On April 9, 1999, one of our subsidiaries borrowed $7 million from EXTL
Investors and we granted EXTL Investors warrants to purchase 1,500,000 shares of
our common stock, 1,000,000 of which have expired. For more information, see the
"Business--Developments in 1999--Private Placement of Unsecured Notes and
Warrants" section above. As of June 30, 1999, three of our subsidiaries borrowed
$20 million from EXTL Investors and we granted EXTL Investors warrants to
purchase 5,000,000 shares of our common stock. For more information, see the
"Business--Developments in 1999--Completion of $20 Million Financing" section
above. In November 1999, we prepaid $4 million of such loan with the issuance of
shares of Series J Preferred Stock. For more information, see the
"Business--Developments in 1999--Issuance of Preferred Stock to Prepay $4
Million of $20 Million Note" section above. The shares of Series J Preferred
Stock automatically converted into 2,564,102 shares of common stock on January
31, 2000 because the closing sales price of our common stock was over the
required threshold for the requisite number of trading days.
On October 14, 1999, we acquired iGlobe, Inc., a wholly owned subsidiary of
Highpoint Telecommunications, Inc. David Warnes, an eGlobe Director, has been
the President and Chief Executive Officer of Highpoint since April 1998. For
more information, see the "Business-- Developments in 1999--iGlobe Acquisition"
section above.
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<PAGE>
On December 3, 1999, we acquired Coast International, Inc. Prior to our
acquisition of Coast, its majority stockholder was Ronald Jensen, a member of
EXTL Investors, our largest stockholder. We issued Mr. Jensen 11,270 shares of
our Series O Preferred Stock and 618,033 shares of our common stock. The Series
O Preferred Stock is convertible into 3,220,000 shares of our common stock, at
the holder's option, into shares of our common stock at any time after the later
of (A) one year after the date of issuance and (B) the date we have received
stockholder approval for such conversion and the applicable Hart-Scott-Rodino
waiting period has expired or terminated. Upon conversion of the Series O
Preferred Stock, the former Coast Stockholders will own approximately 22.6% of
our outstanding common stock on a fully diluted basis. For more information, see
the "Business--Developments in 1999--Coast Acquisition" section above.
Our stockholders approved at the most recent annual meeting of stockholders
held on June 16, 1999 a proposal to allow EXTL Investors to own 20% or more of
eGlobe common stock outstanding now or in the future and the possible issuance
of eGlobe common stock upon the exercise of the warrants issued in connection
with the $20 million debt placement and the possible repayment of up to 50% of
the $20 million debt using shares of eGlobe common stock, where the number of
shares issuable may equal or exceed 20% of eGlobe common stock outstanding.
As of June 30, 1999, the loan and note purchase agreement with EXTL
Investors was amended to add two additional borrowers (IDX Financing Corporation
and Telekey Financing Corporation), each of which is an indirect wholly owned
subsidiary of us. Also effective as of that date, EXTL Investors purchased $20
million of 5% secured notes from eGlobe Financing, IDX Financing and Telekey
Financing (collectively, the "Financing Companies"). As required by the loan and
note purchase agreement, eGlobe Financing used proceeds of such financing to
repay the $7 million April 1999 loan from EXTL Investors and approximately $8
million of senior indebtedness to IDT Corporation. We granted EXTL Investors
warrants to purchase 5,000,000 shares of our common stock at an exercise price
of $1.00 per share, and 2/3 of the warrants to purchase 1,500,000 shares granted
in connection with the $7 million loan expired upon issuance of the secured
notes.
The 5% secured notes must be repaid in 36 specified monthly installments
commencing on August 1, 1999, with the remaining unpaid principal and accrued
interest being due in a lump sum with the last payment. The entire amount
becomes due earlier if we complete an offering of debt or equity securities from
which we receive net proceeds of at least $100 million (a "Qualified Offering").
The principal and interest of the 5% secured notes may be paid in cash. However,
up to 50% of the original principal amount of the 5% secured notes may be paid
in our common stock at our option if:
o the closing price of our common stock on Nasdaq is $8.00 or more for any
15 consecutive trading days;
o we close a public offering of equity securities at a price of at least
$5.00 per share and with gross proceeds to us of at least $30 million; or
o we close a Qualified Offering (at a price of at least $5.00 per share, in
the case of an offering of equity securities).
EXTL Investors also has agreed to make advances to the Financing Companies from
time to time based upon eligible accounts receivables. These advances may not
exceed the lesser of:
o 50% of eligible accounts receivable; or
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<PAGE>
o the aggregate amount of principal payments made by the Financing Companies
under the 5% secured notes.
As of December 31, 1999, we have borrowed $1.1 million under the accounts
receivable facility.
The 5% secured notes and the accounts receivable revolving note are secured
by substantially all of our and our subsidiaries' equipment and other personal
property and our and IDX's accounts receivables. In order to provide such
security arrangements, we and each of our subsidiaries transferred equipment and
other personal property to the Financing Companies and we have agreed that we
will and will cause our subsidiaries to transfer equipment and other personal
property acquired after the closing date to the Financing Companies. We and our
operating subsidiaries have guaranteed payment of the secured notes.
As of December 16, 1999, we loaned certain of our senior executive officers
an aggregate of $1,209,736 in connection with their exercise of employee stock
options, including $673,954 to Chris Vizas, $158,203 to Ronald Fried and $70,313
to Allen Mandel. The loans are evidenced by full-recourse promissory notes,
which accrue interest at a rate of 6% per annum and mature on the earliest to
occur of (a) for $177,188 of the loans December 16, 2003 and for $1,032,548 of
the loans December 16, 2004, (b) the date that is 90 days after the date that
the senior executive's employment with us terminates, unless such termination
occurs other than "for cause" (as defined below), and (c) promptly after the
date that an executive sells all or a portion of the collateral under his note,
in which case such executive must repay the note in full or that portion of the
note that can be repaid if only a portion of the collateral is sold. The loans
are secured by the shares of common stocks received upon exercise of the options
and any cash, securities, dividends or rights received upon sale of shares of
such common stock.
"Termination for cause" means termination because of (i) the executive's
fraud or material misappropriation with respect to our business of assets; (ii)
the executive's persistent refusal or failure to materially perform his duties
and responsibilities, which continues after the executive receives notice of
such refusal or failure; (iii) conduct that constitutes disloyalty or materially
harms us; (iv) conviction of a felony or crime; (v) use of drugs or alcohol
which materially interferes with the executive's performance of his duties; or
(vi) material breach of any provision of the executive's employment agreement.
Arnold Gumowitz, Co-Chairman of our Board of Directors, owns the building
located at 421 Seventh Avenue, New York, New York and leases space in this
building to us for the executive offices and telecommunications switching
equipment of our Trans Global subsidiary. We lease 20,000 square feet at that
location at an annual rate of $568,800, which increases to $600,000 by the end
of the lease term. The lease terminates on March 31, 2003.
Prior to closing, Coast incurred $3.25 million of unsecured debt with an
affiliate of EXTL. With the consent of our existing lender, EXTL, we and our
operating subsidiaries have guaranteed the repayment of the $3.25 million debt
and Coast has secured its repayment obligation with its operating assets. The
debt is evidenced by (1) a promissory note in the original principal amount of
$3 million which bears interest at a variable rate and matures on July 1, 2000
and (2) a promissory note in the original principal amount of $250,000 which
bears interest at 11% per annum and matures on November 29, 2000.
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eGLOBE, INC.
PART IV
ITEM 14 -- EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K
A) 1. THE FINANCIAL STATEMENTS ARE INCLUDED IN PART II, ITEM 8 BEGINNING AT
PAGE F-1:
2. FINANCIAL STATEMENT SCHEDULE
Schedule II Valuation and Qualifying Accounts
B) 1. REPORTS ON FORM 8-K:
1. A report on Form 8-K dated September 20, 1999 under Item 2 was filed with
the Commission on October 5, 1999 to report the acquisition of control of
Oasis Reservations Services, Inc.
2. A report on Form 8-K dated August 23, 1999 under Item 5 was filed with
the Commission on October 15, 1999 to satisfy compliance with Nasdaq
requirements regarding the listing of the Company on the Nasdaq National
Market.
3. A report on Form 8-K dated October 14, 1999 under Item 2 was filed with
the Commission on October 29, 1999 to report the closing of the
acquisition of iGlobe, Inc.
4. A report on Form 8-K/A dated September 20, 1999 under Item 7 was filed
with the Commission on December 6, 1999 to file financial statements of
Oasis Reservations Services, Inc.
5. A report on Form 8-K/A dated September 20, 1999 under Item 7 was filed
with the Commission on December 10, 1999 to correct problems due to data
transmission problems.
6. A report on Form 8-K dated December 2, 1999 under Item 2 was filed with
the Commission on December 17, 1999 to report the closing of the
acquisition of Coast International, Inc.
7. A report on Form 8-K dated October 14, 1999 under Item 2 was filed with
the Commission on December 28, 1999 to file financial statements of
iGlobe, Inc.
8. A report on Form 8-K dated December 16, 1999 under Item 2 was filed with
the Commission on December 30, 1999 to report the signing of the
definitive agreement to acquire Trans Global Telecommunications, Inc.
9. A report on Form 8-K dated January 27, 2000 under Item 2 was filed with
the Commission on February 15, 2000 to report the closing of a $15
million equity private placement with RGC International Investors, LDC.
10. A report on Form 8-K/A dated December 2, 1999 under Item 7 was filed with
the Commission on February 15, 2000 to file financial statements of Coast
International, Inc.
C) EXHIBITS:
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- --------- -------------------------------------------------------------------------------------------------
<S> <C>
2.1 Agreement and Plan of Merger, dated February 3, 1999, by and among Executive TeleCard, Ltd.,
Telekey, Inc., eGlobe Merger Sub No. 2, Inc. and the stockholders of Telekey, Inc. (Incorporated
by reference to Exhibit 2.1 in Current Report on Form 8-K of Executive TeleCard, Ltd., dated
March 1, 1999).
2.2 Asset Purchase Agreement, dated July 10, 1998, by and among Executive TeleCard, Ltd.,
American United Global, Inc., Connectsoft Communications Corporation, Connectsoft Holding
Corp., and C-Soft Acquisition Corp. (Incorporated by reference to Exhibit 2.1 in Current Report
on Form 8-K filed on July 2, 1999).
</TABLE>
IV-1
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- -------- -------------------------------------------------------------------------------------------------
<S> <C>
2.3 Amendment No. 1 to Asset Purchase Agreement, dated July 30, 1998, by and among Executive
TeleCard, Ltd., American United Global, Inc., Connectsoft Communications Corporation,
Connectsoft Holding Corp., and C-Soft Acquisition Corp. (Incorporated by reference to Exhibit
2.2 in Current Report on Form 8-K filed on July 2, 1999).
2.4 Amendment No. 2 to Asset Purchase Agreement, dated August _, 1998, by and among Executive
TeleCard, Ltd., American United Global, Inc., Connectsoft Communications Corporation,
Connectsoft Holding Corp., and C-Soft Acquisition Corp. (Incorporated by reference to Exhibit
2.3 in Current Report on Form 8-K filed on July 2, 1999).
2.5 Amendment No. 3 to Asset Purchase Agreement, dated June 17, 1999, by and among Executive
TeleCard, Ltd., American United Global, Inc., Connectsoft Communications Corporation,
Connectsoft Holding Corp., and C-Soft Acquisition Corp. (Incorporated by reference to Exhibit
2.4 in Current Report on Form 8-K filed on July 2, 1999).
2.6 Assignment and Assumption Agreement, dated as of June 17, 1999, by
and among Vogo Networks, LLC, Connectsoft Communications Corporation,
and Connectsoft Holding Corp. (Incorporated by reference to Exhibit
2.5 in Current Report on Form 8-K filed on July 2, 1999).
2.7 Exchange Agreement dated July 26, 1999, by and between the former
stockholders of IDX International, Inc. and eGlobe, Inc.
(Incorporated by reference to Exhibit 2.1 in Current Report on Form
8-K/A filed on August 31, 1999).
2.8 Exchange Agreement dated as of September 3, 1999 by and between eGlobe, Inc. and American
United Global, Inc. (Incorporated by reference to Exhibit 2.1 in Current Report on Form 8-K
filed on September 3, 1999).
2.9 Contribution Agreement by and among eGlobe, Inc., eGlobe/OASIS, Inc., OASIS Reservation
Services, Inc., Outsourced Automated Services and Integrated Solutions, Inc. and eGlobe/Oasis
Reservations LLC, dated as September 15, 1999. (Incorporated by reference to Exhibit 2.1 in
Current Report on Form 8-K filed on October 5, 1999).
2.10 Stock Purchase Agreement dated as of October 4, 1999 by and among eGlobe, Inc., iGlobe, Inc.
and Highpoint Telecommunications, Inc. (Incorporated by reference to Exhibit 2.1 in Current
Report on Form 8-K filed on October 29, 1999).
2.11 Agreement and Plan of Merger dated as of November 29, 1999 by and among eGlobe, Inc.,
eGlobe Merger Sub No. 5, Inc., Coast International, Inc. and the Stockholders of Coast
International, Inc. (Incorporated by reference to Exhibit 2.1 in Current Report on Form 8-K of
eGlobe, Inc., dated December 17, 1999).
2.12 Agreement and Plan of Merger dated as of December 16, 1999 by and among eGlobe, Inc.,
eGlobe, Merger Sub No. 6, Inc., Trans Global Communications, Inc., and The Stockholders of
Trans Global Communications, Inc. (Incorporated by reference to Exhibit 2.1 in Current Report
on Form 8-K of eGlobe, Inc., dated December 30, 1999).
3.1 Restated Certificate of Incorporation as amended June 16, 1999
(Incorporated by reference to Exhibit 3.1 in Quarterly Report on Form
10-Q of eGlobe, Inc., for the period ended June 30, 1999).
3.2 Certificate of Amendment of Restated Certificate of Incorporation, dated July 8, 1999.
3.3 Certificate of Amendment of Restated Certificate of Incorporation, dated March 23, 2000.
3.4 Certificate of Elimination to Certificate of Designations, Rights and Preferences of Series A
Convertible Preferred Stock of eGlobe, Inc.
3.5 Certificate of Elimination to Certificate of Designations, Rights and Preferences of Series B
Convertible Preferred Stock of eGlobe, Inc.
3.6 Certificate of Elimination to Certificate of Designations, Rights and Preferences of 8% Series C
Cumulative Convertible Preferred Stock of eGlobe, Inc.
</TABLE>
IV-2
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- -------- -------------------------------------------------------------------------------------------------
<S> <C>
3.7 Certificate of Elimination to Certificate of Designations, Rights and Preferences of 8% Series D
Cumulative Convertible Preferred Stock of eGlobe, Inc.
3.8 Certificate of Designations, Rights and Preferences of 8% Series E Cumulative Convertible
Redeemable Preferred Stock of eGlobe, Inc. (filed as part of the Restated Certificate of
Incorporation at Exhibit 3.1).
3.9 Certificate of Designations, Rights and Preferences of Series F Convertible Preferred Stock of
eGlobe, Inc. (filed as part of the Restated Certificate of Incorporation at Exhibit 3.1).
3.10 Certificate of Elimination to Certificate of Designations, Rights and Preferences of 6% Series G
Cumulative Convertible Redeemable Preferred Stock of eGlobe, Inc.
3.11 Certificate of Elimination to Certificate of Designations, Rights and Preferences of Series H
Convertible Preferred Stock of eGlobe, Inc.
3.12 Certificate of Designations, Rights and Preferences of Series I Convertible Optional Redeemable
Preferred Stock of eGlobe, Inc. (Incorporated by reference to Exhibit 4.6 in Current Report on
Form 8-K/A of eGlobe, Inc., dated August 31, 1999).
3.13 Certificate of Elimination to Certificate of Designations, Rights and Preferences of 5% Series J
Cumulative Convertible Preferred Stock of eGlobe, Inc.
3.14 Certificate of Elimination to Certificate of Designations, Rights and Preferences of 5% Series K
Cumulative Convertible Preferred Stock of eGlobe, Inc.
3.15 Certificate of Designations, Rights and Preferences of 20% Series M Cumulative Convertible
Preferred Stock of eGlobe, Inc. (Incorporated by reference to Exhibit 4.1 in Current Report on
Form 8-K of eGlobe, Inc. filed October 29, 1999).
3.16 Certificate of Elimination to Certificate of Designations, Rights and Preferences of 8% Series N
Cumulative Convertible Preferred Stock of eGlobe, Inc.
3.17 Certificate of Designations, Rights, Preferences and Restrictions of 10% Series O Cumulative
Convertible Preferred Stock of eGlobe, Inc. (Incorporated by reference to Exhibit 2.1 in Current
Report on Form 8-K of eGlobe, Inc., dated December 17, 1999).
3.18 Certificate of Designations, Rights, Preferences and Restrictions of Series P Convertible
Preferred Stock of eGlobe, Inc. (Incorporated by reference to Exhibit 4.1 in Current Report on
Form 8-K of eGlobe, Inc. filed February 15, 2000).
3.19 Certificate of Designations, Rights, Preferences and Restrictions of Series Q Convertible
Preferred Stock of eGlobe, Inc. (Incorporated by reference to Exhibit 4.1 in Current Report on
Form 8-K of eGlobe, Inc. filed March 23, 2000).
3.20 Amended and Restated Bylaws (Incorporated by reference to Exhibit 3.4 in Annual Report on
Form 10-K of eGlobe, Inc. for the fiscal year ended March 31, 1998).
3.21 Amendment to Bylaws (Incorporated by reference to Exhibit 3.4 in Annual Report on Form
10-K of eGlobe, Inc., for the period ended December 31, 1998).
4.1 Forms of Warrant to purchase shares of common stock of eGlobe, Inc. (Incorporated by
reference to Exhibit 4.8 in Annual Report on Form 10-K of eGlobe, Inc., for the period ended
December 31, 1998).
4.2 Compensation Agreement, dated September 2, 1998, between eGlobe, Inc., C-Soft Acquisition
Corp. and Brookshire Securities Corp., providing a warrant to purchase 2,500 shares of common
stock of eGlobe, Inc. (Incorporated by reference to Exhibit 4.13 in Annual Report on Form 10-K
of eGlobe, Inc., for the period ended December 31, 1998).
4.3 Agreement, dated June 18, 1998, by and between eGlobe, Inc. and Seymour Gordon
(Incorporated by reference to Exhibit 4.14 in Annual Report on Form 10-K of eGlobe, Inc., for
the period ended December 31, 1998).
</TABLE>
IV-3
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- -------- ------------------------------------------------------------------------------------------------
<S> <C>
4.4 Promissory Note in the original principal amount of $1,000,000 dated June 18, 1998, between
eGlobe, Inc. and Seymour Gordon (Incorporated by reference to Exhibit 4.15 in Annual Report
on Form 10-K of eGlobe, Inc., for the period ended December 31, 1998).
4.5 Promissory Note of C-Soft Acquisition Corp., as maker, and eGlobe, Inc., as guarantor, payable
to Dr. J. Soni in the original principal amount of $250,000, dated September 1, 1998, providing
a warrant to purchase 25,000 shares of common stock of eGlobe, Inc. (Incorporated by reference
to Exhibit 4.17 in Annual Report on Form 10-K of eGlobe, Inc., for the period ended December
31, 1998).
4.6 Form of Warrant to purchase 5,000,000 shares of common stock of
eGlobe, Inc. issued to EXTL Investors LLC (Incorporated by reference
to Exhibit 4.1 in Current Report on Form 8-K of eGlobe filed July 19,
1999).
4.7 Form of Warrants to purchase up to 1,250,000 shares of common stock of eGlobe, Inc.
(Incorporated by reference to Exhibit 4.7 in Current Report on Form 8-K/A of eGlobe, Inc.,
dated August 31, 1999).
4.8 Form of Warrants to purchase shares of common stock of eGlobe, Inc.
dated as of September 15, 1999 (Incorporated by reference to Exhibit
4.1 in Current Report on Form 8-K of eGlobe filed October 5, 1999).
4.9 Form of Warrants to purchase shares of common stock of eGlobe, Inc. dated as of October 15,
1999. (Incorporated by reference to Exhibit 4.6 in Quarterly Report on Form 10-Q of eGlobe,
Inc., for the period ended September 30, 1999).
4.10 Form of Warrants to purchase 375,000 shares of common stock of eGlobe, Inc. dated as of
January 26, 2000 (Incorporated by reference to Exhibit 4.2 in Current Report on Form 8-K of
eGlobe, Inc. filed February 15, 2000).
4.11 Form of Warrants to purchase 100,000 shares of common stock of eGlobe, Inc. dated as of March
15, 2000 (Incorporated by reference to Exhibit 4.2 in Current Report on Form 8-K of eGlobe,
Inc. filed March 23, 2000).
4.12 Form of Warrants to purchase 60,000 shares of common stock of eGlobe, Inc. dated as of August
25, 1999.
10.1 Promissory Note and Stock Option Agreement between Executive TeleCard, Ltd. and World
Wide Export, Ltd., dated February 28, 1996 (Incorporated by reference to Exhibit 10.20 in Form
10-K of Executive TeleCard, Ltd., for the fiscal year ended March 31, 1996).
10.2 Promissory Note and Stock Option Agreement between Executive TeleCard, Ltd. and Seymour
Gordon, dated February 28, 1996 (Incorporated by reference to Exhibit 10.21 in Form 10-K of
Executive TeleCard, Ltd., for the fiscal year ended March 31, 1996).
10.3 Promissory Note and Stock Option Agreement between Executive TeleCard, Ltd. and Network
Data Systems, Limited, dated June 27, 1996 (Incorporated by reference to Exhibit 10.2 in
Quarterly Report on Form 10-Q of Executive TeleCard, Ltd., for the period ended June 30,
1996).
10.4 Settlement Agreement, dated April 2, 1998, between Executive TeleCard, Ltd. and parties to In
re: Executive TeleCard, Ltd. Securities Litigation, Case No. 94 Civ. 7846 (CLB), U.S.D.C.,
S.D.N.Y. (Incorporated by reference to Exhibit 10.8 in Annual Report on Form 10-K of
Executive TeleCard, Ltd., for the fiscal year ended March 31, 1998).
10.5 1995 Employee Stock Option and Appreciation Rights Plan, as amended and restated.
10.6 Employment Agreement for Christopher J. Vizas, dated December 5, 1997 (Incorporated by
reference to Exhibit 10 to Quarterly Report on Form 10-Q of Executive TeleCard, Ltd., for the
period ended December 31, 1997).
10.7 Employment Agreement for Bijan Moaveni, dated December 3, 1999.
10.8 Employment Agreement for David Skriloff, dated January 1, 2000.
</TABLE>
IV-4
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- -------- ----------------------------------------------------------------------------------------------------------
<S> <C>
10.9 Employment Agreement for Ronald A. Fried, dated February 20, 1998.
10.10 Security Agreement, dated as of June 17, 1999, by and between
American United Global, Inc. and Vogo Networks, LLC. (Incorporated by
reference to Exhibit 10.1 in Current Report on Form 8-K of eGlobe
filed July 2, 1999).
10.11 Side Letter, dated June 16, 1999, between EXTL Investors LLC and
eGlobe, Inc. (Incorporated by reference to Exhibit 10.2 in Current
Report on Form 8-K of eGlobe filed July 19, 1999).
10.12 Amendment No. 1 to Loan and Note Purchase Agreement, dated June 30,
1999, between EXTL Investors LLC, eGlobe Financing Corporation, IDX
Financing Corporation and Telekey Financing Corporation and eGlobe,
Inc. (Incorporated by reference to Exhibit 10.3 in Current Report on
Form 8-K of eGlobe filed July 19, 1999).
10.13 Form of Secured Promissory Note in the original principal amount of
$20,000,000, dated June 30, 1999, of eGlobe Financing Corporation,
IDX Financing Corporation and Telekey Financing Corporation payable
to EXTL Investors LLC (Incorporated by reference to Exhibit 10.4 in
Current Report on Form 8-K of eGlobe filed July 19, 1999).
10.14 Subscription Agreement, dated April 9, 1999, between Executive TeleCard, Ltd. and eGlobe
Financing Corporation (Incorporated by reference to Exhibit 10.18 in Annual Report on Form
10-K of Executive Telecard, Ltd., for the period ended December 31, 1998).
10.15 Security Agreement, dated June 30, 1999, among eGlobe Financing
Corporation, IDX Financing Corporation, Telekey Financing Corporation
and EXTL Investors LLC (Incorporated by reference to Exhibit 10.5 in
Current Report on Form 8-K of eGlobe filed July 19, 1999).
10.16 Security Agreement, dated June 30, 1999, among eGlobe, Inc., IDX International, Inc. and
EXTL Investors LLC (Incorporated by reference to Exhibit 10.6 in Current Report on Form 8-K
of eGlobe filed July 19, 1999).
10.17 Guaranty, dated June 30, 1999, among eGlobe, Inc., IDX International, Inc. and EXTL Investors
LLC (Incorporated by reference to Exhibit 10.7 in Current Report on Form 8-K of eGlobe filed
July 19, 1999).
10.18 Form of Accounts Receivable Revolving Credit Note in the original
principal amount of up to $20,000,000, dated June 30, 1999, of eGlobe
Financing Corporation, IDX Financing Corporation and Telekey
Financing Corporation payable to EXTL Investors LLC (Incorporated by
reference to Exhibit 10.8 in Current Report on Form 8-K of eGlobe
filed July 19, 1999).
10.19 Operating Agreement of eGlobe/Oasis Reservations LLC by and among eGlobe/OASIS, Inc. and
Outsourced Automated Services and Integrated Solutions, Inc., dated as September 15, 1999.
(Incorporated by reference to Exhibit 10.8 in Current Report on Form 8-K of eGlobe filed July 19, 1999).
10.20 Guaranty by and between eGlobe, Inc. and Outsourced Automated Services and Integrated
Solutions, Inc. (Incorporated by reference to Exhibit 10.8 in Current Report on Form 8-K of eGlobe
filed July 19, 1999).
10.21 Pledge Agreement by and between eGlobe, Inc. and Outsourced Automated Services and Integrated
Solutions, Inc. (Incorporated by reference to Exhibit 10.8 in Current Report on Form 8-K of eGlobe
filed July 19, 1999).
10.22 Guaranty by and between eGlobe, Inc. and Outsourced Automated Services and Integrated
Solutions, Inc. (Incorporated by reference to Exhibit 10.1 in Current Report on Form 8-K of eGlobe
filed October 5, 1999).
10.23 Pledge Agreement by and between eGlobe, Inc. and Outsourced Automated Services and Integrated
Solutions, Inc. (Incorporated by reference to Exhibit 10.2 in Current Report on Form 8-K of eGlobe
filed October 5, 1999).
10.24 Transition Management & Services Agreement between eGlobe, Inc. and Highpoint
Telecommunications Inc. dated as of August 1, 1999 (Incorporated by reference to Exhibit 10.1 in
Current Report on Form 8-K of eGlobe filed October 29, 1999).
</TABLE>
IV-5
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ---------- -----------------------------------------------------------------------------------------------------
<S> <C>
10.25 1995 Directors Stock Option and Appreciation Rights Plan, as amended and restated.
(Incorporated by reference to Exhibit 10.10 Annual Report on Form 10-K of Executive Telecard,
Ltd., for the fiscal year ended March 31, 1998).
10.26 Stock Purchase Agreement, dated August 25, 1999, between eGlobe, Inc. and Seymour Gordon.
10.27 Promissory Note in original amount of $310,000 dated March 21, 1998 of eGlobe, Inc. payable
to Commercial Federal Bank.
10.28 Agreement for Provision of Calling Card Services, dated August __, 1998, between eGlobe, Inc.
(formerly known as Executive TeleCard Ltd.) and American Prepaid.
10.29 Telecommunications Services Agreement, dated July 30, 1999, between IDX International, Inc.
and Destia Communications Services, Inc.
10.30 Reciprocal Telecommunications Services Agreement, dated June 23, 1998, between IDX
International, Inc. and Teleglobe USA Inc.
10.31 Telecommunications Services Agreement, dated September 1, 1999, between IDX International,
Inc. and TeleDenmark USA, Inc.
10.32 Reciprocal Telecommunications Services Agreement, dated October 29, 1999, between IDX
International, Inc. and Trans Global Communications, Inc.
10.33 Amendment to Lease Agreement, dated October 31, 1996, between Telecommunications
Finance Group and Athena International Ltd. Liability Co. (to be amended to replace Athena
with iGlobe, Inc.).
10.34 Carrier Service Agreement, dated June 30, 1998, between IDX International, Inc. and Frontier
Communications of the West, Inc.
10.35 Carrier Service Agreement, dated February 15, 1999, between Vitacom Corporation
(predecessor to iGlobe, Inc.) and Satelites Mexicanos, S.A. de C.V.
10.36 Securities Purchase Agreement between eGlobe, Inc. and RGC International Investors LDC
dated as of January 26, 2000 (Incorporated by reference to Exhibit 10.1 in Current Report on
Form 8-K of eGlobe, Inc. filed February 15, 2000).
10.37 Securities Purchase Agreement between eGlobe, Inc. and RGC International Investors LDC
dated as of March 15, 2000 (Incorporated by reference to Exhibit 4.2 in Current Report on Form
8-K of eGlobe, Inc. filed March 23, 2000).
10.38 Amendment No. 2 to loan and Note Purchase Agreement, dated April 5, 2000, between and
among eGlobe, Inc., eGlobe Financing Corporation, IDX Financing Corporation, Telekey
Financing Corporation, eGlobe/Coast, Inc., and EXTL Investors, LLC.
10.39 Consent and Agreement, dated April 5, 2000, between eGlobe, Inc. and Special Investment
Risks, LLC.
10.40 Security Agreement, dated April 5, 2000, between and among eGlobe/Coast, Inc., EXTL
Investors, LLC, and Special Investment Risks, LLC.
10.41 Amended and Restated Security Agreement, dated April 5, 2000, between and among
eGlobe Financing Corporation, IDX Financing Corporation, and Telekey Financing
Corporation, EXTL Investors, LLC and Special Investment Risks, LLC.
10.42 Guaranty, dated April 5, 2000, made by eGlobe, Inc., eGlobe Financing Corporation, IDX
Financing Corporation, and Telekey Financing Corporation, in favor of Special Investment
Risks, LLC.
10.43 Guaranty, dated April 5, 2000, made by eGlobe/Coast, Inc. in favor of EXTL Investors, LLC.
10.44 Revolving Credit Note, dated March 5, 1999, between Coast International, Inc. and Special
Investment Risks, LLC.
10.45 Promissory Note, dated November 29, 1999, between Coast International, Inc. and Special
Investment Risks, LLC.
</TABLE>
IV-6
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- -------- -----------------------------------------------------------------------------------------------------
<S> <C>
21 Subsidiaries of eGlobe, Inc.
23.1 Consent of BDO Seidman, LLP.
24 Power of Attorney (On signature page).
27 Financial Data Schedule
99.1 Section 214 Authorization for eGlobe, Inc. (Incorporated by reference to Exhibit 10.5 in Form
S-1 Registration Statement of eGlobe, Inc. (No. 33-25572)).
99.2 Assignment of Section 214 Authorization for IDX International, Inc. (Incorporated by reference to
Exhibit 99.2 in Annual Report on Form 10-K of eGlobe, Inc., for the period ended December 31, 1998).
99.3 Letter from the Nasdaq, dated August 20, 1999, regarding the Company's re-listing on Nasdaq
National Market. (Incorporated by reference to Exhibit 99.1 in Current Report on Form 8-K of
eGlobe, Inc., dated October 5, 1999).
99.4 Assignment of Section 214 Authorization for Trans Global Communications, Inc.
</TABLE>
IV-7
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
eGLOBE, INC.
Dated: April 7, 2000 By: /s/David Skriloff
------------------------------------
David Skriloff
Chief Financial Officer
(Principal Financial Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Christopher J. Vizas, II, David Skriloff and Anne
E. Haas, jointly and severally, each in his own capacity, his true and lawful
attorneys-in-fact, with full power of substitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments to
this annual report (including amendments to this annual report), and to file the
same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, with full power and authority to
do so and perform each and every act and thing requisite and necessary to be
done in and about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact, or his or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirement of the Securities Act of 1934, as amended, this
report has been signed below by the following persons on behalf of the
registrant and in capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE DATED
--------- --------------
<S> <C>
By: /s/ Christopher J. Vizas April 7, 2000
- ----------------------------------------------------------
Chairman of the Board of Directors, and Chief
Executive Officer (Principal Executive Officer)
By: /s/ David Skriloff April 7, 2000
- ----------------------------------------------------------
Chief Financial Officer
(Principal Financial Officer)
By: /s/ Bijan Moaveni April 7, 2000
- ----------------------------------------------------------
Chief Operating Officer
(Principal Operating Officer)
By: /s/ Anne E. Haas April 7, 2000
- ----------------------------------------------------------
Vice President, Controller and Treasurer
(Principal Accounting Officer)
By: /s/ Arnold S. Gumowitz April 7, 2000
- ----------------------------------------------------------
Co-Chairman of the
Board of Directors
By: /s/ David W. Warnes April 7, 2000
- ----------------------------------------------------------
Director
</TABLE>
IV-8
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
By: /s/ Richard A. Krinsley
- ----------------------------------------------------------
Director April 7, 2000
By: /s/ Donald H. Sledge April 7, 2000
- ----------------------------------------------------------
Director
By: /s/ James O. Howard April 7, 2000
- ----------------------------------------------------------
Director
By: /s/ Richard Chiang April 7, 2000
- ----------------------------------------------------------
Director
By: /s/ John H. Wall April 7, 2000
- ----------------------------------------------------------
Director
By: /s/ Gary Gumowitz April 7, 2000
- ----------------------------------------------------------
Director
By: /s/ John Hughes April 7, 2000
- ----------------------------------------------------------
Director
</TABLE>
IV-9
EXHIBIT 3.2
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
eGLOBE, INC.
eGlobe, Inc. (the "Corporation"), a corporation organized and
existing under the General Corporation Law of the State of Delaware, does hereby
certify as follows:
FIRST: That in accordance with the requirements of Section 242 of the
General Corporation Law of the State of Delaware, the Board of Directors of the
Corporation, acting at a meeting of the directors of the Corporation at which a
quorum was present duly adopted resolutions proposing and declaring advisable a
prohibition on the acquisition by any person of more than 30% of the outstanding
Common Stock or 40% of the Common Stock outstanding on a fully diluted basis
except through a qualifying offer and recommending that such prohibition be
submitted to the stockholders of the Corporation for their consideration, action
and approval.
SECOND: That the amendment to the Restated Certificate of Incorporation of
the Corporation is as follows:
A new ARTICLE XI of the Restated Certificate of
Incorporation is hereby added which shall read as follows:
ARTICLE XI
OWNERSHIP ABOVE SPECIFIED LEVELS
--------------------------------
(a) No person shall become an excess shares owner unless:
(1) Prior to such time the board of directors of the
corporation approved such person becoming the owner of shares in excess
of the permitted number (and in such case such person shall be
permitted to acquire only up to the maximum number of shares approved
by the board of directors to be acquired by such person);
(2) The transaction which resulted in the person becoming an
excess shares owner constituted a qualifying offer; or
(3) At or subsequent to such time such person becoming the
owner of shares in excess of the permitted number is approved by the
board of directors and authorized at an annual or special meeting of
stockholders, and not by written consent, by the affirmative vote of at
least 66-2/3% of the
<PAGE>
outstanding voting stock which is not owned by the excess shares owner
(and in such case such person shall be permitted to acquire only up to
the maximum number of shares approved by the board of directors and
stockholders to be acquired by such person).
(b) For purposes of this Article XI only, the term:
(1) "Affiliate" means a person that directly, or indirectly
through 1 or more intermediaries, controls, or is controlled by, or is
under common control with, another person.
(2) "Associate," when used to indicate a relationship with any
person, means: (i) Any corporation, partnership, unincorporated
association or other entity of which such person is a director, officer
or partner or is, directly or indirectly (including in street name
accounts), the owner of 20% or more of any class of voting stock; (ii)
any trust or other estate in which such person has at least a 20%
beneficial interest or as to which such person serves as trustee or in
a similar fiduciary capacity; and (iii) any relative or spouse of such
person, or any relative of such spouse, who has the same residence as
such person.
(3) "Common stock" shall mean all classes or series of common
stock of the corporation which constitute voting stock of the
corporation.
(4) "Control," including the terms "controlling," "controlled
by" and "under common control with," means the possession, directly or
indirectly, of the power to direct or cause the direction of the
management and policies of a person, whether through the ownership of
voting stock, by contract or otherwise. A person who is the owner of
20% or more of the outstanding voting stock of any corporation,
partnership, unincorporated association or other entity shall be
presumed to have control of such entity, in the absence of proof by a
preponderance of the evidence to the contrary; Notwithstanding the
foregoing, a presumption of control shall not apply where such person
holds voting stock, in good faith and not for the purpose of
circumventing this section, as an agent, bank, broker, nominee,
custodian or trustee for 1 or more owners who do not individually or as
a group have control of such entity.
(5) "Excess shares" shall mean the excess of the number of
shares of common stock held by an excess shares owner above the
permitted number of shares of common stock.
(6) "Excess shares owner" shall mean the owner of more than
the permitted number of shares of common stock, but shall not include
(1) a person becomes the owner of more than the permitted number of
shares of common stock inadvertently and (i) as soon as practicable
divests itself of ownership
<PAGE>
of sufficient shares so that the stockholder ceases to be the owner of
more than the permitted number of shares of common stock, and (ii)
would not, at any time within the 3-year period immediately prior
thereto, have been the owner of more than the permitted number of
shares of common stock but for the inadvertent acquisition of
ownership, or (2) a person becomes the owner of more than the permitted
number of shares of common stock as the result of action taken solely
by the corporation; provided that such person shall be an excess shares
owner if thereafter such person acquires additional shares of voting
stock of the corporation, except as a result of further corporate
action not caused, directly or indirectly, by such person.
(7) "Fully diluted" shall mean, as of any particular date, the
total number of shares of common stock that would then be outstanding
assuming (1) the conversion of all then outstanding convertible
securities (including preferred stock of the corporation) where no
price must be paid for conversion or the price, if any, is less than
the then market price of the common stock, (2) the exercise of any then
outstanding options, warrants or similar rights to acquire common stock
or other securities of the corporation where the exercise price is less
than the then market price of the common stock, and (3) the issuance of
all securities (and the conversion of any convertible securities or
exercise of options or warrants in accordance with clauses (1) and (2))
which are subject to achievement of performance criteria under a then
existing contract, the terms of preferred stock or warrants, or other
valid and binding arrangement.
(8) "Outstanding," with reference to stock (other than stock
outstanding on a fully diluted basis), shall not include any unissued
stock of the corporation which may be issuable pursuant to any
agreement, arrangement or understanding, or upon exercise of conversion
rights, warrants or options, or otherwise.
(9) "Owner," including the terms "own" and "owned," when used
with respect to any stock, means a person that individually or with or
through any of its affiliates or associates:
(i) Owns such stock, directly or indirectly
(including in street name accounts); or
(ii) Has (A) when determining shares owned on a fully
diluted basis, the right to acquire such stock (whether such
right is exercisable immediately or only after the passage of
time) pursuant to any agreement, arrangement or understanding,
or upon the exercise of conversion rights, exchange rights,
warrants or options, or otherwise (when determining shares
owned on an outstanding basis, such shares shall not be
considered owned); provided, however, that a person shall not
be deemed the owner of stock tendered pursuant to a tender or
<PAGE>
exchange offer made by such person or any of such person's
affiliates or associates until such tendered stock is accepted
for purchase or exchange; or (B) the right to vote such stock
pursuant to any agreement, arrangement or understanding;
provided, however, that a person shall not be deemed the owner
of any stock because of such person's right to vote such stock
if the agreement, arrangement or understanding to vote such
stock arises solely from a revocable proxy or consent given in
response to a proxy or consent solicitation made to 10 or more
persons; or
(iii) Has any agreement, arrangement or understanding
for the purpose of acquiring, holding, voting (except voting
pursuant to a revocable proxy or consent as described in item
(B) of subparagraph (ii) of this paragraph), or disposing of
such stock with any other person that owns, or whose
affiliates or associates own, directly or indirectly
(including in street name accounts), such stock.
(10) The "permitted number" of shares of common stock of the
corporation shall be (i) one share less than the number of shares of
common stock of the corporation constituting 30% of the outstanding
common stock and (ii) one share less than the number of shares of
common stock constituting 40% of the common stock then outstanding on a
fully diluted basis.
(11) "Person" means any individual, corporation, partnership,
unincorporated association or other entity.
(12) "Qualifying offer" shall mean any fully financed,
all-cash tender offer to purchase all of the outstanding shares of
common stock, on a fully diluted basis: (i) that is subject to Section
14(d)(1) of the Securities Exchange Act of 1934, as amended; (ii) that
is first proposed on or after June 16, 1999; and (iii) that is subject
to no condition other than (A) the tender to the offeror of at least
85% of the shares of common stock outstanding at the time of
commencement (as such term is used in Rule 14d-2 promulgated by the SEC
under the Securities Exchange Act of 1934) of the offer, excluding for
purposes of determining the number of shares outstanding those shares
owned (I) by persons who are directors and also officers and (II)
employee stock plans in which employee participants do not have the
right to determine confidentially whether shares held subject to the
plan will be tendered in a tender or exchange offer, (B) the expiration
of any waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 applicable to the purchase of common stock
pursuant to the offer, and (C) other customary conditions dealing with
the following subjects: (1) pending or threatened legal or
administrative proceedings, (2) governmental action or enactment or
application of statutes or regulations, (3) extraordinary changes in
economic or political conditions, (4) extraordinary actions or
transactions
<PAGE>
by the corporation with respect to its capitalization, and (5)
agreement with the corporation on an alternative transaction.
(13) "Redemption value" of a share of the corporation's stock
of any class or series shall mean the average closing price for such a
share for each of the 45 most recent days on which shares of stock of
such class or series shall have been traded preceding the date on which
notice of redemption shall be given pursuant to paragraph (e) of this
Article XI; PROVIDED, HOWEVER, that if shares of stock of such class or
series are not traded on any securities exchange or in the
over-the-counter market, redemption value shall be determined by the
board of directors in good faith. "Closing price" on any day means the
reported closing sales price or, in case no such sale takes place, the
average of the reported closing bid and asked prices on the principal
United States securities exchange registered under the Securities
Exchange Act of 1934 on which such stock is listed, or, if such stock
is not listed on any such exchange, the highest closing sales price or
bid quotation for such stock on the National Association of Securities
Dealers, Inc. Automated Quotations system or any similar system then in
use, or if no such prices or quotations are available, the fair market
value on the day in question as determined by the board of directors in
good faith.
(14) "Redemption date" shall mean the date fixed by the board
of directors for the redemption of any shares of stock of the
corporation pursuant to this Article XI.
(15) "Redemption securities" shall mean any debt or equity
securities of the corporation, any of its subsidiaries or any other
corporation, or any combination thereof, having such terms and
conditions (including, without limitation, in the case of debt
securities, repayment over a period of up to thirty years, or a longer
period) as shall be approved by the board of directors and which,
together with any cash to be paid as part of the redemption price, in
the opinion of any nationally recognized investment banking firm
selected by the board of directors (which may be a firm which provides
other investment banking, brokerage or other services to the
corporation), has a value, at the time notice of redemption is given
pursuant to paragraph (e) of this Article XI, at least equal to the
price required to be paid pursuant to paragraph (e) of this Article XI
(assuming, in the case of redemption securities to be publicly traded,
such redemption securities were fully distributed and subject only to
normal trading activity).
(16) "Stock" means capital stock of the corporation.
(17) "Voting stock" means, stock of any class or series
entitled to vote generally in the election of directors and, with
respect to any entity that is
<PAGE>
not a corporation, any equity interest entitled to vote generally in
the election of the governing body of such entity.
(c) The provisions of this Article XI shall not apply at any time when
the corporation does not have a class of voting stock that is publicly traded.
(d) All determinations regarding matters arising under this Article XI
including without limitation determining the permitted number, the meaning or
interpretation as of any particular date of the term fully diluted, and whether
or not any offer is a qualifying offer, and resolving any ambiguity, shall be
made by two-thirds of the directors.
(e) If the board of directors shall at any time determine in good faith
that any event has taken place that results in a person becoming an excess
shares owner, the excess shares shall not have any voting rights. In addition,
the corporation may take such action as it deems advisable, including, to the
extent permitted by applicable law, to redeem the excess shares as provided
below or, to the extent permitted by applicable law, to seek equitable relief,
including injunctive relief, to enforce the provisions of this Article XI.
The terms and conditions of a redemption of excess shares, to
the extent permitted by applicable law, shall be as follows:
(1) The redemption price of the excess shares to be
redeemed shall be equal to the lesser of (i) the redemption
value or (ii) if such stock was purchased by the excess shares
owner within one year of the redemption date, such excess shares
owner's purchase price for such shares;
(2) The redemption price of such shares may be paid
in cash, redemption securities or any combination thereof;
(3) If less than all the shares held by excess
shares owner are to be redeemed, the shares to be redeemed shall
be selected in such manner as shall be determined by the board
of directors, which may include selection first of the most
recently purchased shares thereof, selection by lot or selection
in any other manner determined by the board of directors;
(4) At least 30 days' written notice of the
redemption date shall be given to the record holders of the
shares selected to be redeemed (unless waived in writing by any
such holder), provided that the redemption date may be the date
on which written notice shall be given to record holders if the
cash or redemption securities necessary to effect the redemption
shall have been deposited in trust for the benefit of such
record holders and subject to immediate withdrawal by
<PAGE>
them upon surrender of the stock certificates of their shares to
be redeemed.
(5) From and after the redemption date, any and all
rights of whatever nature which may be held by the owners of
shares selected for redemption (including without limitation any
rights to vote or participate in dividends declared on stock of
the same class or series as such shares) shall cease and
terminate and such owners shall thenceforth be entitled only to
receive the cash or redemption securities payable upon
redemption; and
(6) The redemption shall be on such other terms and
conditions as the board of directors shall determine.
(f) Notwithstanding any other provisions of the certificate of
incorporation or bylaws of the corporation, affirmative vote of at least 75% of
the outstanding voting stock which is not owned by any excess shares owner shall
be required to amend, alter, change, repeal, or adopt any provisions
inconsistent with, the provisions of this Article XI.
THIRD: That thereafter, pursuant to resolution of the Board of
Directors, at least a majority of the outstanding stock of the Corporation
entitled to vote thereon, acting at a meeting of stockholders of the Corporation
at which a quorum was present in accordance with the General Corporation Law of
the State of Delaware, duly approved the aforesaid amendment to the Restated
Certificate of Incorporation of the Corporation.
FOURTH: That the aforesaid amendment to the Restated
Certificate of Incorporation of the Corporation was duly adopted in accordance
with the provisions of Section 242 of the General Corporation Law of the State
of Delaware.
<PAGE>
IN WITNESS WHEREOF, the Corporation has caused this
Certificate of Amendment of Restated Certificate of Incorporation of the
Corporation to be duly executed and acknowledged in accordance with Section 103
of the General Corporation Law of the State of Delaware on this 7th day of July,
1999.
eGLOBE, INC.
By: /S/ CHRISTOPHER J. VIZAS
--------------------------
Name: Christopher J. Vizas
Title: Chairman of the Board and
Chief Executive Officer
EXHIBIT 3.3
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
eGLOBE, INC.
eGlobe, Inc. (the "Corporation"), a corporation organized and
existing under the General Corporation Law of the State of Delaware, does hereby
certify as follows:
FIRST: That in accordance with the requirements of Section 242
of the General Corporation Law of the State of Delaware, the Board of Directors
of the Corporation, acting at a meeting of the directors of the Corporation at
which a quorum was present, duly adopted resolutions proposing and declaring
advisable an increase to the Corporation's authorized capital stock and
recommending that such increase be submitted to the stockholders of the
Corporation for their consideration, action and approval.
SECOND: That the amendment to the Restated Certificate of
Incorporation of the Corporation is as follows:
ARTICLE IV (entitled "Capital Stock") of the Restated
Certificate of Incorporation is hereby amended such that the number of shares of
common stock, with a par value of $0.001, that the Corporation has authority to
issue, shall be 200,000,000 shares. The phrase "100,000,000 shares of Common
Stock" in clause (i) of the first paragraph of Article IV shall now read
"200,000,000 shares of Common Stock."
THIRD: That thereafter, pursuant to resolution of the Board of
Directors, at least a majority of the outstanding stock of the Corporation
entitled to vote thereon, acting at a meeting of stockholders of the corporation
at which a quorum was present in accordance with the General Corporation Law of
the State of Delaware, duly approved such increase and the aforesaid amendment
to the Restated Certificate of Incorporation of the Corporation to reflect such
increase.
FOURTH: That the aforesaid amendment to the Restated
Certificate of Incorporation of the Corporation was duly adopted in accordance
with the provisions of Section 242 of the General Corporation Law of the State
of Delaware.
FIFTH: That upon this Certificate of Amendment of Restated
Certificate of Incorporation of eGlobe, Inc. becoming effective, the Corporation
shall be authorized to issue 200,000,000 shares of common stock.
<PAGE>
IN WITNESS WHEREOF, the Corporation has caused this
Certificate of Amendment of Restated Certificate of Incorporation of the
Corporation to be duly executed and acknowledged in accordance with Section 103
of the General Corporation Law of the State of Delaware on this 23rd day of
March, 2000.
eGLOBE, INC.
By: /S/ CHRISTOPHER J. VIZAS
-------------------------
Name: Christopher J. Vizas
Title: Chairman of the Board and
Chief Executive Officer
EXHIBIT 3.4
CERTIFICATE OF ELIMINATION
OF
eGLOBE, INC.
eGlobe, Inc., a corporation organized and existing under the
General Corporation Law of the State of Delaware (the "Corporation"),
DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of the
Corporation, resolutions were duly adopted setting forth the proposed
elimination of the Series A Participation Preferred Stock as set forth herein:
RESOLVED, that, no authorized shares of Series A Participation
Preferred Stock (the "Series A Preferred Stock") are outstanding and
none of such authorized shares will be issued subject to the
certificate of designations previously filed with respect to the Series
A Preferred Stock;
RESOLVED FURTHER, that, the Board hereby authorizes, empowers,
and directs, in the name and on behalf of the Corporation, the officers
of the Corporation, or any one or more of them, to, pursuant to Section
151(g) of the Delaware General Corporation Law, execute and file a
Certificate of Elimination with the Secretary of State of the State of
Delaware which shall have the effect when filed with the Secretary of
State of the State of Delaware of eliminating from the Corporation's
Restated Certificate of Incorporation all matters set forth in the
certificate of designations with respect to the Series A Preferred
Stock.
SECOND: None of the authorized shares of the Series A
Participation Preferred Stock are outstanding and none will be issued.
THIRD: In accordance with the provisions of Section 151 of the
General Corporation Law of the State of Delaware, all references to the Series A
Participation Preferred Stock in the Restated Certificate of Incorporation are
hereby eliminated.
<PAGE>
IN WITNESS WHEREOF, said eGlobe, Inc. has caused this
certificate to be signed by Christopher J. Vizas, its Chairman of the Board of
Directors and Chief Executive Officer, this 3rd day of August, 1999.
eGLOBE, INC.
By: /S/ CHRISTOPHER J. VIZAS
------------------------
Christopher J. Vizas
Chairman of the Board of
Directors and Chief
Executive Officer
EXHIBIT 3.5
CERTIFICATE OF ELIMINATION
OF
eGLOBE, INC.
eGlobe, Inc., a corporation organized and existing under the
General Corporation Law of the State of Delaware (the "Corporation"),
DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of the
Corporation, resolutions were duly adopted setting forth the proposed
elimination of the Series B Convertible Preferred Stock as set forth herein:
RESOLVED, that, no authorized shares of Series B Convertible
Preferred Stock (the "Series B Preferred Stock") are outstanding and
none of such authorized shares will be issued subject to the
certificate of designations previously filed with respect to the Series
B Preferred Stock;
RESOLVED FURTHER, that, the Board hereby authorizes, empowers,
and directs, in the name and on behalf of the Corporation, the officers
of the Corporation, or any one or more of them, to, pursuant to Section
151(g) of the Delaware General Corporation Law, execute and file a
Certificate of Elimination with the Secretary of State of the State of
Delaware which shall have the effect when filed with the Secretary of
State of the State of Delaware of eliminating from the Corporation's
Restated Certificate of Incorporation all matters set forth in the
certificate of designations with respect to the Series B Preferred
Stock.
SECOND: None of the authorized shares of the Series B
Convertible Preferred Stock are outstanding and none will be issued.
THIRD: In accordance with the provisions of Section 151 of the
General Corporation Law of the State of Delaware, all references to the Series B
Convertible Preferred Stock in the Restated Certificate of Incorporation are
hereby eliminated.
<PAGE>
IN WITNESS WHEREOF, said eGlobe, Inc. has caused this
certificate to be signed by Christopher J. Vizas, its Chairman of the Board of
Directors and Chief Executive Officer, this 6th day of December, 1999.
eGLOBE, INC.
By: /S/ CHRISTOPHER J. VIZAS
-------------------------
Christopher J. Vizas
Chairman of the Board of
Directors and Chief
Executive Officer
EXHIBIT 3.6
CERTIFICATE OF ELIMINATION
OF
eGLOBE, INC.
eGlobe, Inc., a corporation organized and existing under the
General Corporation Law of the State of Delaware (the "Corporation"),
DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of the
Corporation, resolutions were duly adopted setting forth the proposed
elimination of the 8% Series C Cumulative Convertible Preferred Stock as set
forth herein:
RESOLVED, that, no authorized shares of 8% Series C Cumulative
Convertible Preferred Stock (the "Series C Preferred Stock") are
outstanding and none of such authorized shares will be issued subject
to the certificate of designations previously filed with respect to the
Series C Preferred Stock;
RESOLVED FURTHER, that, the Board hereby authorizes, empowers,
and directs, in the name and on behalf of the Corporation, the officers
of the Corporation, or any one or more of them, to, pursuant to Section
151(g) of the Delaware General Corporation Law, execute and file a
Certificate of Elimination with the Secretary of State of the State of
Delaware which shall have the effect when filed with the Secretary of
State of the State of Delaware of eliminating from the Corporation's
Restated Certificate of Incorporation all matters set forth in the
certificate of designations with respect to the Series C Preferred
Stock.
SECOND: None of the authorized shares of the 8% Series C
Cumulative Convertible Preferred Stock are outstanding and none will be issued.
THIRD: In accordance with the provisions of Section 151 of the
General Corporation Law of the State of Delaware, all references to the 8%
Series C Cumulative Convertible Preferred Stock in the Restated Certificate of
Incorporation are hereby eliminated.
<PAGE>
IN WITNESS WHEREOF, said eGlobe, Inc. has caused this
certificate to be signed by Christopher J. Vizas, its Chairman of the Board of
Directors and Chief Executive Officer, this 6th day of December, 1999.
eGLOBE, INC.
By: /S/ CHRISTOPHER J. VIZAS
----------------------------
Christopher J. Vizas
Chairman of the Board of
Directors and Chief
Executive Officer
EXHIBIT 3.7
CERTIFICATE OF ELIMINATION
OF
eGLOBE, INC.
eGlobe, Inc., a corporation organized and existing under the
General Corporation Law of the State of Delaware (the "Corporation"),
DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of the
Corporation, resolutions were duly adopted setting forth the proposed
elimination of the 8% Series D Cumulative Convertible Preferred Stock as set
forth herein:
RESOLVED, that, no authorized shares of 8% Series D Cumulative
Convertible Preferred Stock (the "Series D Preferred Stock") are
outstanding and none of such authorized shares will be issued subject
to the certificate of designations previously filed with respect to the
Series D Preferred Stock;
RESOLVED FURTHER, that, the Board hereby authorizes, empowers,
and directs, in the name and on behalf of the Corporation, the officers
of the Corporation, or any one or more of them, to, pursuant to Section
151(g) of the Delaware General Corporation Law, execute and file a
Certificate of Elimination with the Secretary of State of the State of
Delaware which shall have the effect when filed with the Secretary of
State of the State of Delaware of eliminating from the Corporation's
Restated Certificate of Incorporation all matters set forth in the
certificate of designations with respect to the Series D Preferred
Stock.
SECOND: None of the authorized shares of the 8% Series D
Cumulative Convertible Preferred Stock are outstanding and none will be issued.
THIRD: In accordance with the provisions of Section 151 of the
General Corporation Law of the State of Delaware, all references to the 8%
Series D Cumulative Convertible Preferred Stock in the Restated Certificate of
Incorporation are hereby eliminated.
<PAGE>
IN WITNESS WHEREOF, said eGlobe, Inc. has caused this
certificate to be signed by Christopher J. Vizas, its Chairman of the Board of
Directors and Chief Executive Officer, this 2nd day of February, 2000.
eGLOBE, INC.
By: /S/ CHRISTOPHER J. VIZAS
----------------------------
Christopher J. Vizas
Chairman of the Board of
Directors and Chief
Executive Officer
EXHIBIT 3.10
CERTIFICATE OF ELIMINATION
OF
eGLOBE, INC.
eGlobe, Inc., a corporation organized and existing under the
General Corporation Law of the State of Delaware (the "Corporation"),
DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of the
Corporation, resolutions were duly adopted setting forth the proposed
elimination of the 6% Series G Cumulative Convertible Redeemable Preferred Stock
as set forth herein:
RESOLVED, that, no authorized shares of 6% Series G Cumulative
Convertible Redeemable Preferred Stock (the "Series G Preferred Stock")
are outstanding and none of such authorized shares will be issued
subject to the certificate of designations previously filed with
respect to the Series G Preferred Stock;
RESOLVED FURTHER, that, the Board hereby authorizes, empowers,
and directs, in the name and on behalf of the Corporation, the officers
of the Corporation, or any one or more of them, to, pursuant to Section
151(g) of the Delaware General Corporation Law, execute and file a
Certificate of Elimination with the Secretary of State of the State of
Delaware which shall have the effect when filed with the Secretary of
State of the State of Delaware of eliminating from the Corporation's
Restated Certificate of Incorporation all matters set forth in the
certificate of designations with respect to the Series G Preferred
Stock.
SECOND: None of the authorized shares of the 6% Series G
Cumulative Convertible Redeemable Preferred Stock are outstanding and none will
be issued.
THIRD: In accordance with the provisions of Section 151 of the
General Corporation Law of the State of Delaware, all references to the 6%
Series G Cumulative Convertible Redeemable Preferred Stock in the Restated
Certificate of Incorporation are hereby eliminated.
<PAGE>
IN WITNESS WHEREOF, said eGlobe, Inc. has caused this
certificate to be signed by Christopher J. Vizas, its Chairman of the Board of
Directors and Chief Executive Officer, this 6th day of December, 1999.
eGLOBE, INC.
By: /S/ CHRISTOPHER J. VIZAS
----------------------------
Christopher J. Vizas
Chairman of the Board of
Directors and Chief
Executive Officer
EXHIBIT 3.11
CERTIFICATE OF ELIMINATION
OF
eGLOBE, INC.
eGlobe, Inc., a corporation organized and existing under the
General Corporation Law of the State of Delaware (the "Corporation"),
DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of the
Corporation, resolutions were duly adopted setting forth the proposed
elimination of the Series H Convertible Preferred Stock as set forth herein:
RESOLVED, that, no authorized shares of Series H Convertible
Preferred Stock (the "Series H Preferred Stock") are outstanding and
none of such authorized shares will be issued subject to the
certificate of designations previously filed with respect to the Series
H Preferred Stock;
RESOLVED FURTHER, that, the Board hereby authorizes, empowers,
and directs, in the name and on behalf of the Corporation, the officers
of the Corporation, or any one or more of them, to, pursuant to Section
151(g) of the Delaware General Corporation Law, execute and file a
Certificate of Elimination with the Secretary of State of the State of
Delaware which shall have the effect when filed with the Secretary of
State of the State of Delaware of eliminating from the Corporation's
Restated Certificate of Incorporation all matters set forth in the
certificate of designations with respect to the Series H Preferred
Stock.
SECOND: None of the authorized shares of the Series H
Convertible Preferred Stock are outstanding and none will be issued.
THIRD: In accordance with the provisions of Section 151 of the
General Corporation Law of the State of Delaware, all references to the Series H
Convertible Preferred Stock in the Restated Certificate of Incorporation are
hereby eliminated.
<PAGE>
IN WITNESS WHEREOF, said eGlobe, Inc. has caused this
certificate to be signed by Christopher J. Vizas, its Chairman of the Board of
Directors and Chief Executive Officer, this 2nd day of February, 2000.
eGLOBE, INC.
By: /S/ CHRISTOPHER J. VIZAS
----------------------------
Christopher J. Vizas
Chairman of the Board of
Directors and Chief
Executive Officer
EXHIBIT 3.13
CERTIFICATE OF ELIMINATION
OF
eGLOBE, INC.
eGlobe, Inc., a corporation organized and existing under the
General Corporation Law of the State of Delaware (the "Corporation"),
DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of the
Corporation, resolutions were duly adopted setting forth the proposed
elimination of the 5% Series J Cumulative Convertible Preferred Stock as set
forth herein:
RESOLVED, that, no authorized shares of 5% Series J Cumulative
Convertible Preferred Stock (the "Series J Preferred Stock") are
outstanding and none of such authorized shares will be issued subject
to the certificate of designations previously filed with respect to the
Series J Preferred Stock;
RESOLVED FURTHER, that, the Board hereby authorizes, empowers,
and directs, in the name and on behalf of the Corporation, the officers
of the Corporation, or any one or more of them, to, pursuant to Section
151(g) of the Delaware General Corporation Law, execute and file a
Certificate of Elimination with the Secretary of State of the State of
Delaware which shall have the effect when filed with the Secretary of
State of the State of Delaware of eliminating from the Corporation's
Restated Certificate of Incorporation all matters set forth in the
certificate of designations with respect to the Series J Preferred
Stock.
SECOND: None of the authorized shares of the 5% Series J
Cumulative Convertible Preferred Stock are outstanding and none will be issued.
THIRD: In accordance with the provisions of Section 151 of the
General Corporation Law of the State of Delaware, all references to the 5%
Series J Cumulative Convertible Preferred Stock in the Restated Certificate of
Incorporation are hereby eliminated.
<PAGE>
IN WITNESS WHEREOF, said eGlobe, Inc. has caused this
certificate to be signed by Christopher J. Vizas, its Chairman of the Board of
Directors and Chief Executive Officer, this 2nd day of February, 2000.
eGLOBE, INC.
By: /S/ CHRISTOPHER J. VIZAS
------------------------
Christopher J. Vizas
Chairman of the Board of
Directors and Chief
Executive Officer
EXHIBIT 3.14
CERTIFICATE OF ELIMINATION
OF
eGLOBE, INC.
eGlobe, Inc., a corporation organized and existing under the
General Corporation Law of the State of Delaware (the "Corporation"),
DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of the
Corporation, resolutions were duly adopted setting forth the proposed
elimination of the 5% Series K Cumulative Convertible Preferred Stock as set
forth herein:
RESOLVED, that, no authorized shares of 5% Series K Cumulative
Convertible Preferred Stock (the "Series K Preferred Stock") are
outstanding and none of such authorized shares will be issued subject
to the certificate of designations previously filed with respect to the
Series K Preferred Stock;
RESOLVED FURTHER, that, the Board hereby authorizes, empowers,
and directs, in the name and on behalf of the Corporation, the officers
of the Corporation, or any one or more of them, to, pursuant to Section
151(g) of the Delaware General Corporation Law, execute and file a
Certificate of Elimination with the Secretary of State of the State of
Delaware which shall have the effect when filed with the Secretary of
State of the State of Delaware of eliminating from the Corporation's
Restated Certificate of Incorporation all matters set forth in the
certificate of designations with respect to the Series K Preferred
Stock.
SECOND: None of the authorized shares of the 5% Series K
Cumulative Convertible Preferred Stock are outstanding and none will be issued.
THIRD: In accordance with the provisions of Section 151 of the
General Corporation Law of the State of Delaware, all references to the 5%
Series K Cumulative Convertible Preferred Stock in the Restated Certificate of
Incorporation are hereby eliminated.
<PAGE>
IN WITNESS WHEREOF, said eGlobe, Inc. has caused this
certificate to be signed by Christopher J. Vizas, its Chairman of the Board of
Directors and Chief Executive Officer, this 2nd day of February, 2000.
eGLOBE, INC.
By: /S/ CHRISTOPHER J. VIZAS
----------------------------
Christopher J. Vizas
Chairman of the Board of
Directors and Chief
Executive Officer
EXHIBIT 3.16
CERTIFICATE OF ELIMINATION
OF
eGLOBE, INC.
eGlobe, Inc., a corporation organized and existing under the
General Corporation Law of the State of Delaware (the "Corporation"),
DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of the
Corporation, resolutions were duly adopted setting forth the proposed
elimination of the 8% Series N Cumulative Convertible Preferred Stock as set
forth herein:
RESOLVED, that, no authorized shares of 8% Series N Cumulative
Convertible Preferred Stock (the "Series N Preferred Stock") are
outstanding and none of such authorized shares will be issued subject
to the certificate of designations previously filed with respect to the
Series N Preferred Stock;
RESOLVED FURTHER, that, the Board hereby authorizes, empowers,
and directs, in the name and on behalf of the Corporation, the officers
of the Corporation, or any one or more of them, to, pursuant to Section
151(g) of the Delaware General Corporation Law, execute and file a
Certificate of Elimination with the Secretary of State of the State of
Delaware which shall have the effect when filed with the Secretary of
State of the State of Delaware of eliminating from the Corporation's
Restated Certificate of Incorporation all matters set forth in the
certificate of designations with respect to the Series N Preferred
Stock.
SECOND: None of the authorized shares of the 8% Series N
Cumulative Convertible Preferred Stock are outstanding and none will be issued.
THIRD: In accordance with the provisions of Section 151 of the
General Corporation Law of the State of Delaware, all references to the 8%
Series N Cumulative Convertible Preferred Stock in the Restated Certificate of
Incorporation are hereby eliminated.
<PAGE>
IN WITNESS WHEREOF, said eGlobe, Inc. has caused this
certificate to be signed by Christopher J. Vizas, its Chairman of the Board of
Directors and Chief Executive Officer, this 2nd day of February, 2000.
eGLOBE, INC.
By: /S/ CHRISTOPHER J. VIZAS
----------------------------
Christopher J. Vizas
Chairman of the Board of
Directors and Chief
Executive Officer
EXHIBIT 4.12
WARRANT
NEITHER THE WARRANTS REPRESENTED HEREBY NOR THE SECURITIES ISSUABLE UPON
EXERCISE THEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"). NONE OF SUCH SECURITIES MAY BE OFFERED OR SOLD EXCEPT
PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT, OR (ii) AN AVAILABLE
EXEMPTION FROM REGISTRATION UNDER THE ACT RELATING TO THE DISPOSITION OF
SECURITIES AND UPON DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL, REASONABLY
SATISFACTORY TO COUNSEL FOR THE COMPANY, THAT SUCH EXEMPTION FROM REGISTRATION
UNDER THE ACT IS AVAILABLE.
DATE: AUGUST 25, 1999
WARRANT TO PURCHASE
SHARES OF
COMMON STOCK
OF
eGLOBE, INC.
eGlobe, Inc., a Delaware corporation (the "Company"), hereby Issues to
Seymour Gordon (the "Holder") this warrant to purchase from the Company, (i) for
a price per share equal to $1.00, 60,000 shares of common stock, $.001 par value
per share of the Company (the "Common Stock").
1. Exercise. The rights represented by this warrant may be exercised,
in whole or in part at any time after the date hereof until 5:00 PM (New York,
New York time) on the fifth anniversary of the date hereof (the "Exercise
Period"), by (a) the surrender of this warrant, along with the purchase form
attached as Exhibit A (the "Purchase Form"), properly executed, at the address
of the Company set forth in section 6.2 (or such other address as the Company
may designate by notice in writing to the Holder at its address set forth in
section 6.2) and (b) the payment to the Company of the exercise price by check,
payable to the order of the Company, for the number of shares of Common Stock
specified in the Purchase Form, together with any applicable stock transfer
taxes. A certificate representing the shares of Common Stock so purchases and,
in the event of an exercise of fewer than all the rights represented by this
warrant, a new warrant in the form of this warrant issued in the name of the
Holder or its designee(s) and representing a new warrant to purchase a number of
shares of Common Stock equal to the number of shares of Common Stock as to which
this warrant was theretofore exercisable less the number of shares of Common
Stock as to which this warrant shall theretofore have been exercised, shall be
delivered to the Holder or such designee(s) as promptly as practicable, but in
no event later than three business days, after this warrant shall have been so
exercised.
2. Antidilution. In case the Company shall (i) pay a dividend in shares
of Common Stock or make a distribution in shares of Common Stock, (ii) subdivide
its outstanding shares of
<PAGE>
Common Stock (including, without limitation, by way of stock splits and the
like), (iii) combine its outstanding shares of Common Stock into a smaller
number of shares of Common Stock or (iv) issue by reclassification of its shares
of Common Stock other securities of the Company (including any such
reclassification in connection with a consolidation or merger in which the
Company is the surviving corporation), the number of shares of Common Stock
purchasable upon exercise of this warrant immediately prior thereto shall be
adjusted so that the Holder shall be entitled to receive the number of shares of
Common Stock or the kind and number of other securities of the Company which it
would have owned or have been entitled to receive after the happening of any of
the events described above had this warrant been exercised, immediately prior to
the happening of such event or any record date with respect thereto, and the
exercise price per share shall be adjusted appropriately. An adjustment made
pursuant to this section 2 shall become effective immediately after the
effective date of each such event retroactive to the record date, if any, for
such event, without amendment or modification required to this document.
3. Transfer. Subject to applicable law (including the requirements set
forth in the legend at the beginning of this warrant), this warrant may be
transferred at any time, in whole or in part, to any person or persons. Any
transfer shall be effected by the surrender of this warrant, along with the form
of assignment attached as Exhibit B, properly executed, at the address of the
Company set forth in section 6.2 (or such other address as the Company may
designate by notice in writing to the Holder at its address set forth in section
6.2). Thereupon, the Company shall issue in the name or names specified by the
Holder a new warrant or warrants of like tenor and representing a warrant or
warrants to purchase in the aggregate a number of shares equal to the number of
shares to which this warrant was theretofore exercisable less the number of
shares as to which this warrant shall theretofore have been exercised.
4. Payment of Taxes. The Company shall cause all shares of Common Stock
issued upon the exercise of this warrant to be validly issued, fully paid and
nonassessable and not subject to preemptive rights. The Company shall pay all
expenses in connection with, and all taxes and other governmental charges that
may be imposed with respect to the issuance or delivery of the shares of Common
Stock upon exercise of this warrant, unless such tax or charge is imposed by law
upon the Holder.
5. Reservation of Shares. From and after the date of this warrant, the
Company shall at all times reserve and keep available for issuance upon the
exercise of this warrant a number of its authorized but unissued shares of
Common Stock sufficient to permit the exercise in full of this warrant.
6. Miscellaneous.
6.1 Securities Act Restrictions. The Holder acknowledges that this
warrant may not be sold, transferred or otherwise disposed of without
registration under the Securities Act of 1933, as amended (the "Act") or an
applicable exemption from the registration requirements of the Act and,
accordingly, this warrant and all certificates representing the Common Stock
issuable upon the exercise of this warrant shall bear a legend in the form set
forth on the top of page one of this warrant.
-2-
<PAGE>
6.2 Notices. Any notices and other communications under this warrant
shall be in writing and may be given by any of the following methods: (a)
personal delivery; (b) facsimile transmission; (c) registered or certified mail,
postage prepaid, return receipt requested; or (d) overnight delivery service.
Notices shall be sent to the appropriate party at its address or facsimile
number given below (or at such other address or facsimile number for such party
s shall be specified by notice given hereunder; (a) If to the Company, to it at:
1250 24th Street, NW, Suite 725, Washington, D.C. 20037, Fax No. (202) 822-8984,
Attention: Chief Executive Officer, and if to the Holder, to it at his/her
address appearing on the stock records of the Company at the time that a notice
shall be mailed, or at such other address as the party to be notified shall from
time to time have furnished to the Company. All such notices and communications
shall be deemed received upon (a) actual receipt thereof by the addressee, (b)
actual delivery thereof to the appropriate address or (c) in the case of a
facsimile transmission, upon transmission thereof by the sender and issuance by
the transmitting machine of a confirmation slip confirming that the number of
pages constituting the notice have been transmitted without error. In the case
of notices sent by facsimile transmission, the sender shall contemporaneously
mail a copy of the notice to the addressee at the address provided for above.
However, such mailing shall in no way alter the time or at which the facsimile
notice is deemed received.
6.3 Amendment. This warrant may be modified or amended or the
provisions of this warrant may be waived only with the written consent of the
Company and the Holder.
6.4 Governing Law. This warrant shall be governed by the law of the
State of Delaware, without regard to the provisions thereof relating to
conflicts of laws.
eGLOBE, INC.
By: /s/ Christopher J. Vizas
----------------------------
Name: Christopher J. Vizas
Title: Chairman of the Board of
Directors and Chief
Executive Officer
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<PAGE>
EXHIBIT A
PURCHASE FORM
Seymour Gordon, the undersigned registered owner of this warrant,
irrevocably exercises this warrant for the purchase of 60,000 shares of common
stock, $.001 par value per share (the "Common Stock") of eGlobe, Inc., for a
price per share equal to $1.00 on the terms and conditions specified in this
warrant, and requests that certificates for the shares of Common Stock hereby
purchased be issued in the name of and delivered to the undersigned.
Dated: Seymour Gordon
--------------------
By:
------------------------
Title:
---------------------
Address:
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<PAGE>
EXHIBIT B
ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned registered owner of this warrant
hereby sells, assigns and transfers to the assignee named below all of the
rights of the undersigned under this warrant with respect to the number of
shares of common stock, $.001 par value per share of eGlobe, Inc. set forth
below:
Name and Address of Assignee No. of Shares of Common Stock
- ---------------------------- -----------------------------
and does hereby irrevocably constitute and appoint _________________
attorney-in-fact to register such transfer on the books of eGlobe, Inc.
maintained for the purpose, with full power of substitution in the premises.
Dated: Print Name:
------------------------- ---------------------
Signature:
----------------------
Witness:
------------------------
EXHIBIT 10.5
eGLOBE, INC.
1995 EMPLOYEE STOCK OPTION AND
APPRECIATION RIGHTS PLAN
AS AMENDED AND RESTATED
<PAGE>
TABLE OF CONTENTS
1. Purpose ............................................. 1
2. General Provisions..................................... 1
3. Eligibility............................................ 2
4. Number of Shares Subject to Plan....................... 2
5. Stock Options.......................................... 2
6. Stock Appreciation Rights.............................. 6
7. Effect of Changes in Capitalization.................... 8
8. Nontransferability..................................... 9
9. Amendment, Suspension, or Termination of Plan.......... 10
10. Effective Date......................................... 10
11. Termination Date....................................... 10
12. Resale of Shares Purchased............................. 10
13. Acceleration of Rights and Options..................... 10
14. Written Notice Required; Tax Withholding............... 11
15. Compliance with Securities Laws........................ 11
16. Waiver of Vesting Restrictions by Committee............ 12
17. Reports to Participants................................ 12
18. No Employee Contract................................... 12
<PAGE>
eGLOBE, INC.
1995 EMPLOYEE STOCK OPTION AND
APPRECIATION RIGHTS PLAN
AS AMENDED AND RESTATED
1. PURPOSE. eGlobe, Inc. hereby establishes its 1995 Employee
Stock Option and Appreciation Rights Plan (the "Plan"). The purpose of
the Plan is to advance the interests of Executive TeleCard, Ltd. and its
subsidiaries (collectively "the Company") and the Company's stockholders by
providing a means by which the Company shall be able to attract and retain
competent employees, officers, non-employee directors, consultants and advisors
by providing them with an opportunity to participate in the increased value of
the Company which their effort, initiative, and skill have helped produce.
2. GENERAL PROVISIONS.
(a) The Plan will be administered by the Compensation
Committee of the Board of Directors of the Company (the "Committee"), provided,
however, that except as otherwise expressly provided in this Plan or in order to
comply with Rule 16b-3 under the Securities Exchange Act of 1934, as now in
effect or as hereafter amended (the "Exchange Act"), the Board of Directors of
the Company (the "Board") may exercise any power or authority granted to the
Committee under this Plan. The Committee shall be comprised of two or more
directors designated by the Board.
(b) The Committee shall have full power to construe and
interpret the Plan and to establish and amend rules and regulations for its
administration. Any action of the Committee with respect to the Plan shall be
taken by majority vote or by the unanimous written consent of the Committee
members.
(c) The Committee shall determine, in its sole discretion,
which participants under the Plan shall be granted stock options or stock
appreciation rights, the time or times at which options or rights are granted,
as well as the number and the duration of the options or rights which are
granted to participants; provided, however, that no participant may be granted
options to purchase more than 500,000 shares of common stock of the Company
("Common Stock") under the Plan in any two (2) year period.
(d) The Committee shall also determine any other terms and
conditions relating to options and rights granted under the Plan as the
Committee may prescribe, in its sole discretion.
<PAGE>
(e) The Committee shall make all other determinations and take
all other actions which it deems necessary or advisable for the administration
of the Plan.
(f) All decisions, determinations and interpretations made by
the Committee shall be binding and conclusive on all participants in the Plan
and on their legal representatives, heirs and beneficiaries.
3. ELIGIBILITY. The Company's employees, non-employee
directors, advisors, consultants and any other individual whose participation in
the Plan is determined to be in the best interests of the Company by the Board
shall be eligible to participate in the Plan and to receive options and rights
hereunder, provided, however, that Incentive Stock Options may only be granted
to employees of the Company or its subsidiaries.
4. NUMBER OF SHARES SUBJECT TO PLAN. The aggregate number of
shares of the Company's Common Stock which may be granted to participants shall
be 7,000,000 shares, subject to adjustment only as provided in Sections 5(h) and
7 hereof. These shares may consist of shares of the Company's authorized but
unissued Common Stock or shares of the Company's authorized and issued Common
Stock reacquired by the Company and held in its treasury or any combination
thereof. If an option granted under this Plan is surrendered, or for any other
reason ceases to be exercisable in whole or in part, the shares as to which the
option ceases to be exercisable shall be available for options to be granted to
the same or other participants under the Plan, except to the extent that an
option is deemed surrendered by the exercise of a tandem stock appreciation
right and that right is paid by the Company in stock, in which event the shares
issued in satisfaction of the right shall not be available for new options or
rights under the Plan. Further, shares issued under the Plan through the
settlement, assumption or substitution of outstanding awards or obligations to
grant future awards as a result of acquiring another entity shall not reduce the
maximum number of shares available for delivery under the Plan.
5. STOCK OPTIONS.
(a) TYPE OF OPTIONS. Options granted may be either
Nonqualified Stock Options or Incentive Stock
Options as determined by the Committee in its sole discretion and as reflected
in the Notice of Grant issued by the Committee. "Incentive Stock Option" means
an option intended to qualify as an incentive stock option within the meaning of
ss. 422 of the Internal Revenue Code of 1986 (the "Code"). "Nonqualified Stock
Option" means an option not intended to qualify as an Incentive Stock Option or
an Incentive Stock Option which is converted to a Nonqualified Stock Option
under Section 5(f) hereof.
<PAGE>
(b) OPTION PRICE. The price at which options may be granted
under the Plan shall be determined by the Committee at the time of grant as
follows:
(i) For Incentive Stock Options the option
price shall be equal to 100% of the Fair Market Value of the stock on the date
the option is granted; provided, however, that for Incentive Stock Options
granted to any person who, at the time such option is granted, owns (as defined
in ss. 422 of the Code) shares possessing more than 10% of the total combined
voting power of all classes of shares of the Company or its parent or subsidiary
corporation, the option price shall be 110% of the Fair Market Value.
(ii) For Nonqualified Stock Options the
option price shall be not less than the par value of a share of the Stock
covered by the Option.
(iii) For purposes of this Plan, and except
as otherwise set forth herein, "Fair Market Value" shall mean: (A) if there is
an established market for the Company's Common Stock on a stock exchange, in an
over-the-counter market or otherwise, shall be the closing price of the shares
of Common Stock on such exchange or in such market (the highest such closing
price if there is more than one such exchange or market) on the valuation date,
or (B) if there were no such sales on the valuation date, then in accordance
with Treas. Reg. ss. 20.2031-2 or successor regulations. Unless otherwise
specified by the Committee at the time or grant (or in the formula proposed for
such grant, if applicable), the valuation date for purposes of determining Fair
Market Value shall be the date of grant. The Committee (or the Board of
Directors with respect to grants to Committee members pursuant to Section 5(g)
hereof may specify in any grant of an option or stock appreciation right that,
instead of the date of grant, the valuation date shall be a valuation period of
up to ninety (90) days prior to the date of grant, and Fair Market Value for
purposes of such grant shall be the average over the valuation period of the
closing price of the shares of Common Stock on such exchange or in such market
(the highest such closing price if there is more than one such exchange or
market) on each date on which sales were made in the valuation period, provided,
however, that if the Committee (or the Board of Directors) fails to specify a
valuation period and there were no sales on the date of grant then Fair Market
Value shall be determined as if the Committee had specified a thirty (30) day
valuation period for such determination, unless there is no established market
for the Company's Common Stock in which case the determination of Fair Market
Value shall be in accordance with clause (B) above.
(c) EXERCISE OF OPTION. The right to purchase shares covered
by any option under this Plan shall be exercisable only in accordance with the
terms
<PAGE>
and conditions of the grant to the participant. Such terms and conditions may
include a time period or schedule whereby some of the options granted may become
exercisable, or "vested", over time and certain conditions, such as continuous
service or specified performance criteria or goals, must be satisfied for such
vesting. The determination as to whether to impose any such vesting schedule or
performance criteria, and the terms of such schedule or criteria, shall be
within the sole discretion of the Committee. These terms and conditions may be
different for different participants so long as all options satisfy the
requirements of the Plan.
The exercise of options shall be paid for in cash or in shares
of the Company's Common Stock, or any combination thereof. Shares tendered as
payment for option exercises shall, if acquired from the Company, have been held
for at least six months and shall be valued at the Fair Market Value of the
shares on the date of exercise. The Committee may, in its discretion, agree to a
loan by the Company to one or more participants of a portion of the exercise
price (not to exceed the exercise price minus the par value of the shares to be
acquired, if any) for up to three (3) years with interest payable at the prime
rate quoted in the Wall Street Journal on the date of exercise. Members of the
Committee may receive such loans from the Company for the exercise of their
options, if any, only with approval by the Board.
The Committee may also permit a participant to effect a net
exercise of an option without tendering any shares of the Company's stock as
payment for the option. In such an event, the participant will be deemed to have
paid for the exercise of the option with shares of the Company's stock and shall
receive from the Company a number of shares equal to the difference between the
shares that would have been tendered and the number of options exercised.
Members of the Committee may effect a net exercise of their options only with
the approval of the Board.
The Committee may also cause the Company to enter into
arrangements with one or more licensed stock brokerage firms whereby
participants may exercise options without payment therefor but with irrevocable
orders to such brokerage firm to immediately sell the number of shares necessary
to pay the exercise price for the option and the withholding taxes, if any, and
then to transmit the proceeds from such sales directly to the Company in
satisfaction of such obligations.
The Committee may prescribe forms which must be completed and
signed by a participant and tendered with payment of the exercise price in order
to exercise an option.
<PAGE>
(d) DURATION OF OPTIONS. Unless otherwise prescribed by the
Committee or this Plan, options granted hereunder shall expire ten (10) years
from the date of grant, subject to early termination as provided in Section 5(f)
hereof.
(e) INCENTIVE STOCK OPTIONS LIMITATIONS. In no event shall an
Incentive Stock Option be granted to any person who, at the time such option is
granted, owns (as defined in ss. 422 of the Code) shares possessing more than
10% of the total combined voting power of all classes of shares of the Company
or of its parent or subsidiary corporation, unless the option price is at least
110% of the Fair Market Value of the stock subject to the Option, and such
Option is by its terms not exercisable after the expiration of five (5) years
from the date such Option is granted. Moreover, the aggregate Fair Market Value
(determined as of the time that option is granted) of the shares with respect to
which Incentive Stock Options are exercisable for the first time by any
individual employee during any single calendar year under the Plan shall not
exceed $100,000. In addition, in order to receive the full tax benefits of an
Incentive Stock Option, the employee must not resell or otherwise dispose of the
stock acquired upon exercise of the Incentive Stock Option until two (2) years
after the date the option was granted and one (1) year after it was exercised.
(f) EARLY TERMINATION OF OPTIONS. In the event a participant's
employment with or service to the Company shall terminate as the result of total
disability, as defined below, or the result of retirement at 65 years of age or
later, then any options granted to such participant shall expire and may no
longer be exercised three (3) months after such termination. If the participant
dies while employed or engaged by the Company, to the extent that the option was
exercisable at the time of the participant's death, such option may, within one
year after the participant's death, be exercised by the person or persons to
whom the participant's rights under the option shall pass by will or by the
applicable laws of descent and distribution; provided, however, that an option
may not be exercised to any extent after the expiration of the option as
originally granted. In the event a participant's employment or engagement by the
Company shall terminate as the result of any circumstances other than those
referred to above, whether terminated by the participant or the Company, with or
without cause, then all options granted to such participant under this Plan
shall terminate and no longer be exercisable as of the date of such termination,
provided, however, that if an employee with an Incentive Stock Option terminates
employment prior to its exercise, but notwithstanding such termination becomes
or remains a non-employee advisor, consultant or director eligible for
Nonqualified Stock Options hereunder or any other stock option plan of the
Company, then the Incentive Stock Option shall be converted to a Nonqualified
Stock Option on the date the Incentive Stock Option would otherwise have
terminated. A change in a participant's status from one eligible category to
another (e.g., from an employee to a consultant) without a break
<PAGE>
in service shall not be considered a termination of that participant's
employment or engagement for purposes hereof.
An employee who is absent from work with the Company because
of total disability, as defined below, shall not by virtue of such absence alone
be deemed to have terminated such participant's employment with the Company. All
rights which such participant would have had to exercise options granted
hereunder will be suspended during the period of such absence and may be
exercised cumulatively by such participant upon his return to the Company so
long as such rights are exercised prior to the expiration of the option as
originally granted. For purposes of this Plan, "total disability" shall mean
disability, as a result of sickness or injury, to the extent that the
participant is prevented from engaging in any substantial gainful activity and
is eligible for and receives a disability benefit under Title II of the Federal
Social Security Act.
Notwithstanding the foregoing, the Committee may, in its
discretion, permit the exercise of an option after termination of a
participant's employment or engagement by the Company or during any absence from
work because of total disability.
(g) GRANTS TO COMMITTEE MEMBERS. The Committee shall have no
authority to make grants to its members hereunder, rather the Board of Directors
(with members of the Committee abstaining) shall have the authority to make
grants under this Plan to members of the Committee. Any designation of such
grants may be by means of a formula specified by the Board of Directors to award
grants automatically at a stated time. Nothing in this Section 5(g) shall be
interpreted to prohibit the Board of Directors from granting options or rights
to its members if the Board of Directors is administering the Plan in accordance
with Section 2(a) above.
6. STOCK APPRECIATION RIGHTS.
(a) GRANT. Stock appreciation rights may be granted by the
Committee under this Plan upon such terms and conditions as it may prescribe. A
stock appreciation right may be granted in connection with an option previously
granted to or to be granted under this Plan or may be granted by itself. Each
stock appreciation right related to an option (a "Tandem Right") shall become
nonexercisable and be forfeited if the option to which it relates (the "Related
Option") is exercised. "Stock appreciation right" as used in this Plan means a
right to receive the excess of Fair Market Value, on the date of exercise, of a
share of the Company's Common Stock on which an appreciation right is exercised
over the option price provided for in the related option and is issued in
consideration of
<PAGE>
services performed for the Company or for its benefit by the participant. Such
excess is hereafter called "the differential."
(b) EXERCISE OF STOCK APPRECIATION RIGHTS. Stock appreciation
rights shall be exercisable and be payable in the following manner:
(i) A stock appreciation right not issued
with a Related Option (a "Separate Right") shall be exercisable at the time or
times prescribed by the Committee. A Tandem Right shall be exercisable by the
participant at the same time or times that the Related Option could be
exercised. A participant wishing to exercise a stock appreciation right shall
give written notice of such exercise to the Company. Upon receipt of such
notice, the Company shall determine, in its sole discretion, whether the
participant's stock appreciation rights shall be paid in cash or in shares of
the Company's Common Stock or any combination of cash and shares and thereupon
shall, without deducting any transfer or issue tax, deliver to the person
exercising such right an amount of cash or shares of the Company's Common Stock
or a combination thereof with a value equal to the differential. The date the
Company receives the written notice of exercise hereunder is the exercise date.
The shares issued upon the exercise of a stock appreciation right may consist of
shares of the Company's authorized but unissued Common Stock or of its
authorized and issued Common Stock reacquired by the Company and held in its
treasury or any combination thereof. No fractional share of Common Stock shall
be issued; rather, the Committee shall determine whether cash shall be given in
lieu of such fractional share or whether such fractional share shall be
eliminated.
(ii) The exercise of a Tandem Right shall
automatically result in the surrender of the Related Option by the participant
on a share for share basis. Likewise, the exercise of a stock option shall
automatically result in the surrender of the related Tandem Right. Shares
covered by surrendered options shall be available for granting further options
under this Plan except to the extent and in the amount that such rights are paid
by the Company with shares of stock, as more fully discussed in Section 4
hereof.
(iii) The Committee may impose any other
terms and conditions it prescribes upon the exercise of a stock appreciation
right, which conditions may include a condition that the stock appreciation
right may only be exercised in accordance with rules and regulations adopted by
the Committee from time to time.
(c) LIMITATION ON PAYMENTS. Notwithstanding any other
provision of this Plan, the Committee may from time to time determine, including
at the time of exercise, the maximum amount of cash or stock which may be given
<PAGE>
upon exercise of any stock appreciation right in any year; provided, however,
that all such amounts shall be paid in full no later than the end of the year
immediately following the year in which the participant exercised such stock
appreciation rights. Any determination under this paragraph may be changed by
the Committee from time to time provided that no such change shall require the
participant to return to the Company any amount theretofore received or to
extend the period within which the Company is required to make full payment of
the amount due as the result of the exercise of the participant's stock
appreciation rights.
(d) Expiration or termination of stock appreciation rights.
(i) Each Tandem Right and all rights and
obligations thereunder shall expire on the date on which the Related Option
expires or terminates. Each Separate Right shall expire on the date prescribed
by the Committee.
7. EFFECT OF CHANGES IN CAPITALIZATION
(a) CHANGES IN COMMON STOCK. If the number of
outstanding shares of Common Stock is increased or decreased or changed into or
exchanged for a different number or kind of shares or other securities of the
Company by reason of any recapitalization, reclassification, stock split-up,
combination of shares, exchange of shares, stock dividend or other distribution
payable in capital stock, or other increase or decrease in such shares effected
without receipt of consideration by the Company, occurring after the effective
date of the Plan, a proportionate and appropriate adjustment shall be made by
the Company in the number and kind of shares for which options or stock
appreciation rights are outstanding, so that the proportionate interest of the
participant immediately following such event shall, to the extent practicable,
be the same as immediately prior to such event. Any such adjustment in
outstanding options shall not change the aggregate option price payable with
respect to shares subject to the unexercised portion of the option outstanding
but shall include a corresponding proportionate adjustment in the option price
per share. Similar adjustments shall be made to the terms of stock appreciation
rights.
(b) REORGANIZATION WITH THE COMPANY SURVIVING.
Subject to Section 7(c) hereof, if the Company shall be the surviving entity in
any reorganization, merger or consolidation of the Company with one or more
other entities, any option theretofore granted pursuant to the Plan shall
pertain to and apply to the securities to which a holder of the number of shares
of Common Stock subject to such option would have been entitled immediately
following such reorganization, merger or consolidation, with a corresponding
proportionate adjustment of the option price per share so that the aggregate
option price
<PAGE>
thereafter shall be the same as the aggregate option price of the shares
remaining subject to the option immediately prior to such reorganization, merger
or consolidation. Similar adjustments shall be made to the terms of stock
appreciation rights.
<PAGE>
(c) OTHER REORGANIZATIONS, SALE OF ASSETS OR COMMON
STOCK. Upon the dissolution or liquidation of the Company, or upon a merger,
consolidation or reorganization of the Company with one or more other entities
in which the Company is not the surviving entity, or upon a sale of
substantially all of the assets of the Company to another person or entity, or
upon any transaction (including, without limitation, a merger or reorganization
in which the Company is the surviving entity) approved by the Board that results
in any person or entity (other than persons who are holders of stock of the
Company at the time the Plan is approved by the Stockholders and other than an
Affiliate) owning 80 percent or more of the combined voting power of all classes
of stock of the Company, the Plan and all options and stock appreciation rights
outstanding hereunder shall terminate, except to the extent provision is made in
connection with such transaction for the continuation of the Plan and/or the
assumption of the options and stock appreciation rights theretofore granted, or
for the substitution for such options and stock appreciation rights of new
options and stock appreciation rights covering the stock of a successor entity,
or a parent or subsidiary thereof, with appropriate adjustments as to the number
and kinds of shares and exercise prices, in which event the Plan, options and
stock appreciation rights theretofore granted shall continue in the manner and
under the terms so provided. In the event of any such termination of the Plan,
each participant shall have the right (subject to the general limitations on
exercise set forth in Section 5(d) hereof and except as otherwise specifically
provided in the option agreement relating to such option or stock appreciation
right), immediately prior to the occurrence of such termination and during such
period occurring prior to such termination as the Committee in its sole
discretion shall designate, to exercise such option or stock appreciation right
in whole or in part, whether or not such option or stock appreciation right was
otherwise exercisable at the time such termination occurs, but subject to any
additional provisions that the Committee may, in its sole discretion, include in
any option agreement. The Committee shall send written notice of an event that
will result in such a termination to all participants not later than the time at
which the Company gives notice thereof to its stockholders.
(d) ADJUSTMENTS. Adjustments under this Section 7
relating to stock or securities of the Company shall be made by the Committee,
whose determination in that respect shall be final and conclusive. No fractional
shares of Common Stock or units of other securities shall be issued pursuant to
any such adjustment, and any fractions resulting from any such adjustment shall
be eliminated in each case by rounding downward to the nearest whole share or
unit.
<PAGE>
(e) NO LIMITATIONS ON COMPANY. The grant of an option
or stock appreciation right pursuant to the Plan shall not affect or limit in
any way the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structure or to merge, consolidate, dissolve or liquidate, or to sell or
transfer all or any part of its business or assets.
8. NONTRANSFERABILITY. During a participant's lifetime, a
right or an option may be exercisable only by the participant. options and
rights granted under the Plan and the rights and privileges conferred thereby
shall not be subject to execution, attachment or similar process and may not be
transferred, assigned, pledged or hypothecated in any manner (whether by
operation of law or otherwise) other than by will or by the applicable laws of
descent and distribution. Notwithstanding the foregoing, to the extent permitted
by applicable law and, if the Company has a class of securities registered under
the Exchange Act, by Exchange Act Rule 16b-3, the Committee may, in its sole
discretion, (i) permit a recipient of a Nonqualified Stock Option to designate
in writing during the participant's lifetime a beneficiary to receive and
exercise the participant's Nonqualified Stock Options in the event of such
participant's death (as provided in Section 5(f)), (ii) grant Nonqualified Stock
Options that are transferable to the immediate family, a family trust of the
participant or any other legal entity in which immediate family members own or
hold the only interests and (iii) modify existing Nonqualified Stock Options to
be transferable to the immediate family, a family trust or a family legal entity
of the participant. Any other attempt to transfer, assign, pledge, hypothecate
or otherwise dispose of any option or right under the Plan, or of any right or
privilege conferred thereby, contrary to the provisions of the Plan shall be
null and void.
9. AMENDMENT, SUSPENSION, OR TERMINATION OF PLAN. The
Committee or the Board of Directors may at any time suspend or terminate the
Plan and may amend it from time to time in such respects as the Committee may
deem advisable in order that options and rights granted hereunder shall conform
to any change in the law, or in any other respect which the Committee or the
Board may deem to be in the best interests of the Company; provided, however,
that no such amendment shall, without the participant's consent, alter or impair
any of the rights or obligations under any option or stock appreciation rights
theretofore granted to him or her under the Plan; and provided further that no
such amendment shall, without shareholder approval, increase the total number of
shares available for grants of options or rights under the Plan (except as
provided by Section 7 hereof).
10. EFFECTIVE DATE. The effective date of the Plan is December
14, 1995.
<PAGE>
11. TERMINATION DATE. Unless this Plan shall have been
previously terminated by the Committee, this Plan shall terminate on December
14, 2005, except as to stock, options and rights theretofore granted and
outstanding under the Plan at that date, and no stock, option or right shall be
granted after that date.
12. RESALE OF SHARES PURCHASED. All shares of stock acquired
under this Plan may be freely resold, subject to applicable state and federal
securities laws restricting their transfer. As a condition to exercise of an
option, however, the Company may impose various conditions, including a
requirement that the person exercising such option represent and warrant that,
at the time of such exercise, the shares of Common Stock being purchased are
being purchased for investment and not with a view to resale or distribution
thereof. In addition, the resale of shares purchased upon the exercise of
Incentive Stock Options may cause the employee to lose certain tax benefits if
the employee fails to comply with the holding period requirements described in
Section 5(e) hereof.
13. ACCELERATION OF RIGHTS AND OPTIONS. If the Company or its
shareholders enter into an agreement to dispose of all or substantially all of
the assets or stock of the Company by means of a sale, merger or other
reorganization, liquidation, or otherwise, any right or option granted pursuant
to the Plan shall become immediately and fully exercisable during the period
commencing as of the date of the agreement to dispose of all or substantially
all of the assets or stock of the Company and ending when the disposition of
assets or stock contemplated by that agreement is consummated or the option is
otherwise terminated in accordance with its provisions or the provisions of the
Plan, whichever occurs first; provided that no option or right shall be
immediately exercisable under this Section on account of any agreement of merger
or other reorganization where the shareholders of the Company immediately before
the consummation of the transaction will own 50% or more of the total combined
voting power of all classes of stock entitled to vote of the surviving entity
(whether the Company or some other entity) immediately after the consummation of
the transaction. In the event the transaction contemplated by the agreement
referred to in this section is not consummated, but rather is terminated,
canceled or expires, the options and rights granted pursuant to the Plan shall
thereafter be treated as if that agreement had never been entered into. In the
event any provision of the Plan or any option or right granted pursuant to the
Plan would prevent the use of pooling of interests accounting in a corporate
transaction involving the Company and such transaction is contingent upon
pooling of interests accounting, then that provision shall be deemed amended or
revoked to the extent required to preserve such pooling of interests. The
Company may require in any agreement that an optionee who receives a grant under
the Plan shall, upon advice from the Company, take (or refrain from taking, as
appropriate) all actions necessary or desirable to ensure that pooling of
interests accounting is available.
<PAGE>
14. WRITTEN NOTICE REQUIRED; TAX WITHHOLDING. Any option or
right granted pursuant to the Plan shall be exercised when written notice of
that exercise by the participant has been received by the Company at its
principal office and, with respect to options, when full payment for the shares
with respect to which the option is exercised has been received by the Company.
By accepting a grant under the Plan, each participant agrees that, if and to the
extent required by law, the Company shall withhold or require the payment by
participant of any state, federal or local taxes resulting from the exercise of
an option or right; provided, however, that to the extent permitted by law, the
Committee (or, for Committee members, the Board) may in its discretion, permit
some or all of such withholding obligation to be satisfied by the delivery by
the participant of, or the retention by the Company of, shares of its Common
Stock.
15. COMPLIANCE WITH SECURITIES LAWS. Shares shall not be
issued with respect to any option or right granted under the Plan unless the
exercise of that option and the issuance and delivery of the shares pursuant
thereto shall comply with all relevant provisions of state and federal law,
including without limitation the Securities Act of 1933, as amended, the rules
and regulations promulgated thereunder and the requirements of any stock
exchange or automated quotation system upon which shares of the Company's stock
may then be listed or traded, and shall be further subject to the approval of
counsel for the Company with respect to such compliance. Further, each
participant must consent to the imposition of a legend on the certificate
representing the shares of Common Stock issued upon the exercise of the option
or right restricting their transferability as may be required by law, the option
or right, or the Plan.
16. WAIVER OF VESTING RESTRICTIONS BY COMMITTEE.
Notwithstanding any provision of the Plan, the Committee shall have the
discretion to waive any vesting restrictions on the participant's options or
rights, or the early termination thereof.
17. REPORTS TO PARTICIPANTS. The Company shall furnish to each
participant a copy of the annual report, if any, sent to the Company's
shareholders. Upon written request, the Company shall furnish to each
participant a copy of its most recent annual report and each quarterly report to
shareholders issued since the end of the Company's most recent fiscal year.
18. NO EMPLOYEE CONTRACT. The grant of restricted stock or an
option or right under the Plan shall not confer upon any participant any right
with respect to continuation of employment by, or the rendition of advisory or
consulting services to, the Company, nor shall it interfere in any way with the
Company's right to terminate the participant's employment or services at any
time.
<PAGE>
As adopted by the Board of Directors of the Company on
December 14, 1995, as approved by stockholders on July 26, 1996, as amended and
restated by the Board of Directors on October 25, 1997, as amended and restated
by the Board of Directors on January 17, 1998 and as approved by stockholders
(with respect to the increase in the number of shares) on February 26, 1998, as
further amended and restated by the Board of Directors on May 14, 1999 and as
approved by the stockholders (with respect to the increase in the number of
shares) on June 16, 1999, and as further amended and restated by the Board of
Directors on December 16, 1999 and as approved by the stockholders (with respect
to the increase in the number of shares) on March 23, 2000.
/S/ GRAEME BROWN, SECRETARY
EXHIBIT 10.7
MOAVENI EMPLOYMENT AGREEMENT
This employment agreement (this "Agreement") is entered into
as of December 3, 1999, between eGlobe, Inc., a Delaware corporation with
principal offices located in Washington, DC (the "Company"), and Bijan Moaveni
(the "Executive").
WHEREAS, the parties desire to enter into this Agreement
setting forth the terms and conditions for the employment relationship of the
Executive with the Company.
NOW, THEREFORE, it is AGREED as follows:
1. EMPLOYMENT. The Executive is hereby employed as Chief Operating Officer
of the Company, for a period commencing on the date hereof and ending on
December 31, 2002. Subsequent to the initial term of employment, the parties may
extend the term by mutual agreement. As Chief Operating Officer of the Company,
the Executive shall render executive, policy, and other management services to
the Company of the type customarily performed by persons serving in such
capacities. The Executive shall be responsible and have authority for overseeing
the day to day operations of the Company. The Executive shall report directly to
the Chief Executive Officer of the Company, and shall also perform such other
duties as the Chairman and Chief Executive Officer of the Company may from time
to time reasonably direct.
2. LOCATION OF SERVICE. During the term of this agreement, the Executive
shall perform services at the Company's various offices. If the Company desires
to relocate Executive from his current primary office in Kansas City, the
Company shall reimburse Executive for reasonable expenses incurred from
relocating from Kansas City to the other location designated by the Company in a
manner consistent with and no less favorable than its payment of relocation
expenses for other executives.
3. SALARY. The Company shall pay the Executive an annual salary equal to
$180,000, with such increases as may be determined by the Company in its
discretion ("Base Salary"). The Base Salary of the Executive shall not be
decreased at any time during the term of this Agreement from the amount then in
effect, unless the executive otherwise agrees in writing. The Base Salary shall
be payable
<PAGE>
to the Executive in accordance with the Company's normal payroll policy, but not
less frequently than monthly.
4. BONUSES. The Executive shall be eligible to earn annual bonuses during
each fiscal year (such year being referred to herein as a "Bonus Period") that
he remains an executive employee of the Company. For each Bonus Period the
Executive and the Chairman and Chief Executive of the Company shall adopt
written performance goals within the Bonus Period, which goals shall be subject
to approval by the Compensation Committee of the Board of Directors. If annual
goals are met or exceeded for an annual Bonus Period, the Executive shall earn a
bonus equal to 40% of Base Salary (for the avoidance of doubt, a delay by any
person in the adoption of written performance goals shall not deny the Executive
any bonus or, upon the adoption and achievement of such goals, delay in any way
the payment thereof.) If only certain of such goals are met, or goals are met
only in part, for such Bonus Period, the Executive shall earn a bonus equal to
an amount to be determined by the Company, in its sole discretion. Annual
bonuses shall be payable to the Executive by February 15th of each year or
within 45 days after the end of the applicable period (or, in each case, within
30 days of when it is determined whether the applicable goals are met, whichever
is later). The Board of Directors may, in its sole discretion, award additional
or greater bonuses to the Executive based upon achievement of other Company
objectives during the Bonus Period.
5. PARTICIPATION IN EMPLOYEE BENEFIT PLANS. In addition to the benefits
noted below, the Executive shall be entitled to participate, on the same basis
as other executive employees of the Company, in any stock option, stock
purchase, pension, thrift, profit-sharing, group life insurance, medical
coverage, education, or other retirement or employee person or welfare plan or
benefits that the Company has adopted or may adopt for the benefit of its
employees. The Executive shall be entitled to participate in any fringe
benefits, which are now or may be or become applicable to the Company's
executive employees generally.
Such employee benefits presently include the following: Medical
coverage, including health, dental and vision insurance, commences at the
beginning of the month following 30 days from the date on which the Executive
commences service with the Company and the Executive is responsible for 25% of
the expense of the Executive's medical coverage with the Company responsible for
the remaining 75%. The Executive is eligible to participate in the Company's 125
Flexible Spending Plan at the beginning of the month following 30 days of
service. The Executive's life insurance is equal to two (2) times the Base
Salary. The Executive is eligible to contribute to the Company's 401k Plan. Upon
commencing service with the Company, the Executive is eligible to immediately
roll over any of Executive's pre-exiting 401k Plan holdings.
<PAGE>
In addition, Executive shall be reimbursed for reasonable and necessary
business expenses incurred by Executive.
6. STOCK OPTIONS. Subject to approval by the Compensation Committee of the
Company's Board of Directors, the Executive shall be granted options to purchase
shares of the Company's common stock, at an exercise price to be equal to the
closing price of the Company's common stock as listed on The Nasdaq National
Market on the date that the Executive's options are approved by the Compensation
Committee, and on terms to be set forth in one of the Company's standard forms
of stock option agreement to be entered into between the Company and the
Executive. The vesting of such options shall be on an extended basis (several
years) but vesting will be accelerated in annual increments to be agreed subject
to the achievement of certain objectives to be agreed to in writing between the
Executive and the Company's Chairman and Chief Executive Officer and approved by
the Compensation Committee. To the extent eligible, the options will be issued
as incentive stock options within the meaning and subject to the limitations of
Section 422 of the Internal Revenue Code.
7. STANDARDS. The Executive shall perform the Executive's duties and
responsibilities under this Agreement in accordance with such reasonable
standards as may be established from time to time by the Company or its Chief
Executive Officer for the executives generally or the position as Chief
Operating Officer specifically. The reasonableness of such standards shall be
measured against standards for executive performance generally prevailing in the
Company's industry.
8. VOLUNTARY ABSENCES: VACATIONS. The Executive shall be entitled to
annual paid vacation of at least three weeks (fifteen business days) per year or
such longer period as the Chairman and Chief Executive Officer of the Company
may approve. The timing of paid vacations shall be scheduled in a reasonable
manner by the Executive with the approval of the Chairman and Chief Executive
Officer.
9. DISABILITY. If the Executive shall become disabled or incapacitated to
the extent that the Executive is unable to perform the Executive's duties and
responsibilities hereunder, the Executive shall be entitled to receive
disability benefits of the type provided for other executive employees of the
Company.
10. TERMINATION OF EMPLOYMENT.
(a) The Chairman and Chief Executive Officer or the Board of Directors may
terminate the Executive's employment at any time, subject to payment of the
compensation described below.
<PAGE>
(b) In the case of (i) any termination by the Company other than
"termination for cause" as defined below, or (ii) any termination by the
Executive after a material breach of this Agreement by the Company, the
Executive shall continue to receive, for one year commencing on the date of such
termination (the "Severance Period"), full Base Salary, any annual or quarterly
bonus that has been accrued or earned prior to termination of employment, and
all other benefits and compensation that the Executive would have been entitled
to under this Agreement in the absence of termination of employment
(collectively, the "Severance Amount"). For these purposes, a material breach of
this Agreement by the Company shall include, without limitation
(i) a breach by the Company of its material obligations under this
Agreement;
(ii) any failure of the Company to pay the Executive's salary as then
in effect;
(iii) any failure by the Company to continue to provide Executive with
the opportunity to participate, on terms no less favorable than
those in effect immediately prior to the date hereof, or their
equivalent, or failure by the Company to provide Executive with
all of the fringe benefits (or their equivalent) from time to
time in effect for the benefit of executive personnel of the
Company;
(c) The Executive shall have no right to receive compensation or other
benefits from the Company for any period after termination for cause by the
Company or termination by the Executive other than termination with good reason,
except for any vested retirement benefits to which the Executive may be entitled
under any qualified employee pension plan maintained by the Company and any
deferred compensation to which the Executive may by entitled.
(d) If during the term of this Agreement there is a "change in control" of
the Company, and in connection with or within two years after such change of
control the Company terminates the Executive's employment other than termination
for cause, or the Company reduces the responsibility and authority of the
executive or takes steps which amount to a demotion of the Executive, or the
Executive terminates with good reason, the Company shall be obligated,
concurrently with such termination, to pay the Severance Amount in a single lump
sum cash payment to the Executive. If the Company fails to make timely payment
of any portion of the Severance Amount, the Executive shall be entitled to
reimbursement for all reasonable costs, including attorneys' fees, incurred by
the
<PAGE>
Executive in taking action to collect such amount or otherwise enforce this
Agreement. In addition, the Executive shall be entitled to interest on the
amounts owed to him under this Agreement at the rate of 5% above the prime rate
(defined as the base rate on corporate loans at large U.S. money center
commercial banks as published by the WALL STREET JOURNAL), compounded monthly,
for the period from the date of employment termination until payment is made to
the Executive.
(e) The term "termination for cause" shall mean termination by the Company
because of the Executive's (i) fraud or material misappropriation with respect
to the business or assets of the Company; (ii) persistent refusal or failure
materially to perform his duties and responsibilities to the Company, which
continues after the Executive receives notice of such refusal or failure to the
extent that such notice can cure the failure; (iii) conduct that constitutes
disloyalty to the Company or which materially harms the Company or conduct that
constitutes breach of fiduciary duty involving personal profit; (iv) conviction
of a felony or crime, or willful violation of any law, rule, or regulation,
involving dishonesty or moral turpitude; (v) the use of drugs or alcohol which
interferes materially with the Executive's performance of his duties; or (vi)
material breach of any provision of this Agreement.
(f) A "change in control," for purposes of this Agreement, shall be deemed
to have taken place if (i) Christopher Vizas is terminated by the Company or no
longer serves as Chairman or CEO, (ii) more than half of the members of the
Board of Directors of the Company are replaced at one time, or (iii) any person
becomes the beneficial owner of 35% or more of the total number of voting shares
of the Company. For purposes of this paragraph, a "person" includes an
individual, corporation, partnership, trust or group acting in concert, and a
"beneficial owner" shall have the meaning used in Rule 13d-3 under the
Securities Exchange Act of 1934.
11. RESTRICTIVE COVENANTS.
(a) During the employment of the Executive under this Agreement and for a
period of one year after termination of such employment other than a termination
by the Company without cause, the Executive shall not at any time (i) compete on
his own behalf, or on behalf of any other person or entity, with the Company or
any of its affiliates within all territories in which the Company does business
with respect to the business of the Company or any of its affiliates as such
business shall be conducted on the date of such termination of the Executive
under this Agreement; (ii) solicit or induce, on his own behalf or on behalf of
any other person or entity, any employee of the Company or any of its affiliates
to leave the
<PAGE>
employ of the Company or any of its affiliates; or (iii) solicit or
induce, on his own behalf or on behalf of any other person or entity, any
customer of the company or any of its affiliates to reduce its business with the
Company or any of its affiliates.
(b) Unless required by law, the Executive shall not at any time during or
subsequent to his employment by the Company, on his own behalf or on behalf of
any other person or entity, disclose any proprietary information of the Company
or any of its affiliates to any other person or entity other than on behalf of
the Company or in conducting its business, and the Executive shall not use any
such propriety information for his own personal advantage or make such propriety
information available to others for use, unless such information shall have come
into the public domain other than through unauthorized disclosure.
(c) The ownership by the Executive of not more than 5% of a corporation,
partnership or other enterprise in which the Executive does not actively
participate in management or policy making shall not constitute a violation
hereof.
(d) If any portion of this Section 11 is found by a court of competent
jurisdiction to be invalid or unenforceable, but would be valid and enforceable
if modified, this Section 11 shall apply with such modifications necessary to
make this Section 11 valid and enforceable. Any portion of this Section 11 not
required to be so modified shall remain in full force and effect and not be
affected thereby. The Executive agrees that the Company shall have the right of
specific performance in the event of a breach by the Executive of this Section
11.
12. NO ASSIGNMENTS. This Agreement is personal to each of the parties
hereto. No party may assign or delegate any rights or obligations hereunder
without first obtaining the written consent of the other party hereto. However,
in the event of the death of the Executive all rights to receive payments
hereunder shall become rights of the Executive's estate.
13. OTHER CONTRACTS. The Executive shall not, during the term of this
Agreement, have any other paid employment other than with a subsidiary of the
Company, except with the prior approval of the Board of Directors.
14. AMENDMENTS OR ADDITIONS. No amendments or additions to this Agreement
shall be binding unless in writing and signed by all parties hereto.
15. SECTION HEADINGS. The section headings used in this Agreement are
included solely for convenience and shall not affect, or be used in connection
with, the interpretation of this Agreement.
<PAGE>
16. SEVERABILITY. The provisions of this Agreement shall be deemed
severable and the invalidity or unenforceability of any provision shall not
affect the validity or enforceability of the other provisions hereof.
17. GOVERNING LAW. This Agreement shall be governed by the laws of the
State of Delaware (other than the choice of law rules thereof).
eGlobe, Inc.
By:/S/ CHRISTOPHER J. VIZAS
---------------------------
/S/ BIJAN MOAVENI
---------------------------
Bijan Moaveni
EXHIBIT 10.8
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into as of
January 1, 2000, between eGlobe, Inc., a Delaware corporation with principal
offices located in Washington, D.C. (the "Company"), and DAVID SKRILOFF (the
"Executive").
WHEREAS, the parties desire to enter into this Agreement setting
forth the terms and conditions for the employment relationship of the Executive
with the Company.
NOW, THEREFORE, it is AGREED as follows:
1. EMPLOYMENT. The Executive is hereby employed as the Chief
Financial Officer of the Company for a period commencing on January 1, 2000 (the
"Effective Date") and ending on the fourth anniversary of the Effective Date.
Prior to the expiration of the initial term of employment, the parties may
extend the term by mutual agreement. As the Chief Financial Officer of the
Company, the Executive's duties will be those of chief finance and
administration officer of the Company and all of its divisions and subsidiaries.
The Executive shall report directly to the Company's Chief Executive Officer and
shall also perform such other duties commensurate with the Executive's title and
position as the Chief Executive Officer of the Company may from time to time
reasonably direct.
2. LOCATION OF SERVICES. During the term of this Agreement,
the Executive shall perform his duties primarily in New York, New York and in
Washington, DC, with his primary office located in New York and his time divided
evenly between New York and Washington or as otherwise agreed with the chief
Executive Officer.
3. SALARY. The Company shall pay the Executive an annual
salary equal to $160,000, with such increases as may be determined by the
Company in its discretion ("Base Salary"). The Base Salary of the Executive
shall not be decreased at any time during the term of this Agreement from the
amount then in effect, unless the Executive otherwise agrees in writing. The
Base Salary shall be payable to the Executive not less frequently than monthly.
4. BONUSES. The Executive shall be eligible to earn an annual
bonus (the "Annual Bonus") during each fiscal year (such year being
<PAGE>
referred to herein as a "Bonus Period") that he remains an executive employee of
the Company. For each Bonus Period, the Executive and the Chairman and Chief
Executive Officer of the Company shall adopt written performance goals within
the Bonus Period. These performance goals shall be consistent among the senior
executive officers (which shall include the CEO, CFO and COO). If annual goals
are met or exceeded for an annual Bonus Period, the Executive shall earn an
Annual Bonus of 40% of the Base Salary (for the avoidance of doubt, a delay by
any person in the adoption of written performance goals shall not deny the
Executive any bonus or, upon the adoption and achievement of such goals, delay
in any way the payment thereof). If only certain of such goals are met, or goals
are met only in part, for such Bonus Period, the Executive shall earn a bonus
equal to an amount to be determined by the Company, in its sole discretion.
Annual Bonuses shall be payable to the Executive by February 15th of each year
or within 45 days after the end of the applicable period (or, in each case,
within 30 days of when it is determined whether the applicable goals are met,
whichever is later). The Board of Directors may, in its sole discretion, award
additional or greater bonuses to the Executive based upon achievement of other
Company objectives during the Bonus Period.
5. PARTICIPATION IN EMPLOYEE BENEFIT PLANS. In addition to the
benefits noted below, the Executive shall be entitled to participate, on the
same basis as other executive employees of the Company, in any stock option,
stock purchase, pension, thrift, profit-sharing, group life insurance, medical
coverage, education, or other retirement or employee pension or welfare plan or
benefits that the Company has adopted or may adopt for the benefit of its
employees. The Executive shall be entitled to participate in any fringe benefits
which are now or may be or become applicable to the Company's executive
employees generally.
Such employee benefits presently include the following:
Medical coverage, including health, dental and vision insurance, commences at
the beginning of the month following 30 days from the date on which the
Executive commences service with the Company, and the Executive is responsible
for 25% of the expense of the Executive's medical coverage, with the Company
responsible for the remaining 75%. The Executive is eligible to participate in
the Company's 125 Flexible Spending Plan beginning on the Effective Date. The
Executive's life insurance is equal to two (2) times the Base Salary (up to a
maximum of $300,000). The Executive is eligible to contribute to the Company's
401k Plan 90 days following the Effective Date. Upon commencing service with the
Company, the Executive is eligible to immediately roll over any of Executive's
pre-existing 401k Plan holdings.
<PAGE>
The Executive shall be reimbursed for any expenses which he
may incur in connection with his services hereunder in accordance with the
Company's normal reimbursement policies as established from time to time.
6. STOCK PURCHASE. Effective as of the Effective Date, the
Executive shall purchase 36,000 shares of the common stock of the Company (the
"Stock Purchase") at a price equal to the closing price of the Company's common
stock as listed on the NASDAQ National Market on the Effective Date. In
connection with the Stock Purchase, the Company will extend a personal recourse
loan to the Executive in an amount equal to the full purchase price of the Stock
Purchase. Such loan shall have a term of 4 years and shall have an interest rate
equal to 8%, compounded annually, provided, however, that the loan may be called
by the Company of the Executive leaves the employ of the Company voluntarily.
7. TIME-VESTED STOCK OPTIONS. As previously approved by the
Compensation Committee of the Company's Board of Directors under the Company's
1995 Employee Stock Option and Appreciation Rights Plan, in consideration of the
Executive's acceptance of employment hereunder, the Executive is granted, on the
Effective Date, options to purchase an aggregate of 144,000 shares of the
Company's common stock, the vesting of which will be based solely upon the
Executive's continued employment with the Company over time (the "Time-Vested
Options"). The exercise price per share of the Time-Vested Options shall be
equal to the closing price of the Company's common stock as listed on The Nasdaq
National Market on the Effective Date. The Time-Vested Options granted to the
Executive shall be incentive stock options, as defined under Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"), to the maximum extent
permitted thereunder, with the remaining Time-Vested Options to be nonqualified
stock options. The Time-Vested Options will have a term of five years from the
Effective Date. The Time-Vested Options shall become vested and exercisable in
installments of 36,000 shares each on December 31, 2000, 2001, 2002 and 2003,
respectively, provided that the Executive continues to be employed by the
Company on each such date. Notwithstanding the forgoing, all Time-Vested Options
will become fully vested and exercisable upon a "change in control" of the
Company (as defined below), a termination of the Executive's employment by the
Company (other than a "termination for cause" (as defined below)). In the event
of termination of the Executive's employment for any reason other than a
"termination for cause", all Time-Vested Options that are or become vested upon
termination of employment shall remain exercisable for a period of 90 days
following termination. The Time-Vested Options shall be on such terms and
conditions consistent with the
<PAGE>
foregoing as set forth in the Company's standard form of stock option agreement
to be entered into between the Company and the Executive.
8. PERFORMANCE OPTIONS. As previously approved by the
Compensation Committee of the Company's Board of Directors under the Company's
1995 Employee Stock Option and Appreciation Rights Plan, in consideration of the
Executive's acceptance of employment hereunder, the Executive is granted options
to purchase an aggregate of 120,000 shares of the Company's common stock, the
vesting of which will be based upon the Executive's continued employment with
the Company and accelerated upon the achievement of certain performance goals
(the "Performance Options"). The Performance Options shall be nonqualified stock
options and shall have an exercise price equal to the closing price of the
Company's common stock as listed on The Nasdaq National Market on the Effective
Date. Each of the Performance Options will have a term of nine years from the
Effective Date. The Performance Options shall become vested on an accelerated
basis and exercisable in installments of 40,000 shares each on December 31,
2000, 2001, 2002, respectively provided that the Executive continues to be
employed by the Company on each such date and the performance goals determined
in the same manner as provided in Section 4 hereof for the applicable Bonus
Period have been achieved (Upon the achievement of 70% of the Executive's
performance goals, 50% of the number of shares eligible for vesting in that year
shall vest; if the percentage achievement of performance goals is higher than
70% then the number of shares that vest shall be increased proportionately from
50%); otherwise, the Performance Options shall vest in 9 years.
All Performance Options will become fully vested and
exercisable upon a "change in control" of the Company. In the event of
termination of the Executive's employment for any reason other than a
"termination for cause", all Performance Options that are or become vested upon
termination shall remain exercisable for a period of 90 days following
termination. Except as provided herein, the Performance Options shall be on such
terms and conditions as set forth in the Company's standard form of stock option
agreement to be entered into between the Company and the Executive.
9. DEFINITION OF CHANGE IN CONTROL. For purposes of this
Agreement and notwithstanding any other definition set forth in any stock option
plan of the Company, a "change in control" shall be deemed to have taken place
if (i) the Company or its shareholders enter into an agreement to dispose of all
or substantially all of the assets or stock of the Company by means or a sale,
merger or other reorganization, liquidation, or otherwise (other than any
agreement of merger or reorganization where the
<PAGE>
shareholders of the Company immediately before the consummation of the
transaction will own 50% or more of the fully diluted equity of the surviving
entity immediately after the consummation of the transaction), (ii) during any
period of two (2) consecutive years (not including any period prior to the date
hereof), individuals who at the beginning of such period constitute the Board of
Directors (and any new directors whose election by the Board of Directors or
nomination for election by the Company's shareholders was approved by a vote of
at least two-thirds (2/3) of the directors then still in office who either were
directors at the beginning of the period or whose election or nomination for
election was so approved) cease for any reason (except for death, disability or
voluntary retirement) to constitute a majority thereof, or (iii) during any
period of two (2) consecutive years (not including any period prior to the date
hereof), individuals who at the beginning of such period constitute the senior
management of the Company cease for any reason (except for death, disability or
voluntary retirement) to constitute a majority thereof. Notwithstanding the
foregoing, the Company's proposed merger with Trans Global Communications, Inc.
shall not be treated as a "change in control" for purposes hereof.
10. STANDARDS. The Executive shall perform the Executive's
duties and responsibilities under this Agreement in accordance with such
reasonable standards as may be established from time to time by the Company's
Chief Executive Officer. The reasonableness of such standards shall be measured
against standards for executive performance generally prevailing in the
Company's industry. Notwithstanding the foregoing, any allegation that the
Executive shall have failed to comply with such standard by itself shall not
constitute a basis for a "termination for cause" hereunder.
11. VOLUNTARY ABSENCES; VACATIONS. The Executive shall be
entitled to annual paid vacation of at least three weeks (fifteen days) per year
or such longer period as the Chief Executive Officer of the Company may approve.
The timing of paid vacations shall be scheduled in a reasonable manner by the
Executive.
12. DISABILITY. If the Executive shall become disabled or
incapacitated to the extent that the Executive is unable to perform the
Executive's duties and responsibilities hereunder, the Executive shall be
entitled to receive disability benefits of the type provided for other executive
employees of the Company.
<PAGE>
13. TERMINATION OF EMPLOYMENT.
(a) The Chief Executive Officer or the Board of Directors may
terminate the Executive's employment at any time, subject to payment of the
compensation described below.
(b) In the event of any termination by the Company other than
"termination for cause" or in the event of any "resignation for good reason"
(each as defined below), the Executive shall receive his Accrued Rights and
shall continue to receive, for one year commencing on the date of such
termination (the "Severance Period"), full Base Salary and all other benefits
and compensation that the Executive would have been entitled to under this
Agreement in the absence of termination of employment, including, without
limitation, continued coverage for the Executive and his dependents in the
Company's health benefit plans (collectively, the "Severance Amount").
(c) The Severance Amount shall not be reduced by any
compensation which the Executive may receive for other employment with another
employer after termination of employment with the Company, nor shall the
Executive be required to mitigate damages with respect to the Severance Amount.
If during the term of this Agreement there is a "change in control" of the
Company, and in connection with or within two years after such change of control
the Company terminates the Executive's employment other than termination for
cause or the Executive terminates with good reason, the Company shall be
obligated, concurrently with such termination, to pay the Severance Amount in a
single lump sum cash payment to the Executive. If the Company fails to make
timely payment of any portion of the Severance Amount, the Executive shall be
entitled to reimbursement of all reasonable costs, including attorneys' fees,
incurred by the Executive in taking action to collect such amount or otherwise
enforce this Agreement. In addition, the Executive shall be entitled to interest
on the amounts owed to him under this Agreement at the rate of 5% above the
prime rate (defined as the base rate on corporate loans at large U.S. money
center commercial banks as published by the Wall Street Journal), compounded
monthly, for the period from the date of employment termination until payment is
made to the Executive.
(d) The Executive shall have no right to receive compensation
or other benefits from the Company for any period after a "termination for
cause" by the Company or termination by the Executive other than a "resignation
for good reason", except for his Accrued Rights.
(e) The term "termination for cause" shall mean termination by
the Company because of the Executive's (i) fraud or material misappropriation
with respect to the business or assets of the Company; (ii) persistent refusal
or failure materially to perform his duties and
<PAGE>
responsibilities to the Company, which continues after the Executive receives
notice of such refusal or failure; (iii) conduct that constitutes breach of
fiduciary duty involving personal profit; (iv) conviction of the Executive, by a
court of competent jurisdiction, of, or Executive's plea of guilty or NOLO
CONTENDERE to, a felony under the laws of the United States or any state
thereof, or any equivalent crime in any foreign jurisdiction; (v) willful
violation of any law, rule, or regulation, involving dishonesty or moral
turpitude that is materially detrimental to the Company; or (vi) the use of
illegal drugs or alcohol which interferes materially with the Executive's
performance of his duties.
(f) The term "resignation for good reason" shall mean a
resignation of the Executive following (i) material reduction, without his
consent, of Executive's duties, titles, or reporting relationships as set forth
in Section 1 hereof; (ii) any reduction, without his consent, of the Executive's
Base Salary, Annual Bonus or any compensation or benefits rights under this
Agreement; (iii) any involuntary relocation of the Executive's principal place
of business as set forth in Section 2 hereof; or (iv) a material breach of any
part of this Agreement by the Company.
15. RESTRICTIVE COVENANTS.
(a) During the employment of the Executive under this
Agreement and for a period of one year after termination of such employment by
the Company, other than a termination by the Company without cause or a
"resignation for good reason" by the Executive, the Executive shall not at any
time (i) compete directly on his own behalf, or on behalf of any other person or
entity, with the business of the Company or any of its affiliates within
territories in which the Company does business, but only with respect to the
business, with respect to the business of the Company or any of its affiliates
as such business shall be conducted on the date hereof or during the employment
of the Executive under this Agreement; (ii) solicit or induce, on his own behalf
or on behalf of any other person or entity, any employee of the Company or any
of its affiliates to leave the employ of the Company or any of its affiliates;
or (iii) solicit or induce, on his own behalf or on behalf of any other person
or entity, any customer of the Company or any of its affiliates to reduce its
business with the Company or any of its affiliates.
(b) The Executive shall not at any time during or subsequent
to his employment by the Company, on his own behalf or on behalf of any other
person or entity, disclose any proprietary information of the Company or any of
its affiliates to any other person or entity other than on behalf of the Company
or in conducting its business, and the Executive shall not use any such
proprietary information for his own personal advantage or make such
<PAGE>
proprietary information available to others for use, unless such information
shall have come into the public domain other than through unauthorized
disclosure, or as required by law or judicial process.
(c) The ownership by the Executive of not more than 5% of a
corporation, partnership or other enterprise in which the Executive does not
participate in the management or policy making shall not constitute a violation
hereof.
(d) If any portion of this Section 15 is found by a court of
competent jurisdiction to be invalid or unenforceable, but would be valid and
enforceable if modified, this Section 15 shall apply with such modifications
necessary to make this Section 15 valid and enforceable. Any portion of this
Section 15 not required to be so modified shall remain in full force and effect
and not be affected thereby. The Executive agrees that the Company shall have
the right of specific performance in the event of a breach by the Executive of
this Section 15.
16. NO ASSIGNMENTS.
This Agreement is personal to each of the parties hereto. No
party may assign or delegate any rights or obligations hereunder without first
obtaining the written consent of the other party hereto. However, in the event
of the death of the Executive, all rights to receive payments hereunder shall
become rights of the Executive's estate.
17. OTHER CONTRACTS.
The Executive shall not, during the term of this Agreement,
have any other paid employment other than with a subsidiary of the Company,
except with the prior approval of the Board of Directors.
18. AMENDMENTS OR ADDITIONS.
No amendments or additions to this Agreement shall be binding
unless in writing and signed by all parties hereto.
19. SECTION HEADINGS.
The section headings used in this Agreement are included
solely for convenience and shall not affect, or be used in connection with, the
interpretation of this Agreement.
20. SEVERABILITY.
The provisions of this Agreement shall be deemed severable and
the invalidity or unenforceability of any provision shall not affect the
validity or enforceability of the other provisions hereof.
21. GOVERNING LAW.
This Agreement shall be governed by the laws of the State of
Delaware (other than the choice of law rules thereof).
eGLOBE, INC.
By: /S/ CHRISTOPHER J. VIZAS
----------------------------
Title:Chairman of the Board of
Directors and Chief
Executive Officer
EXECUTIVE
/S/ DAVID SKRILOFF
------------------------------
David Skriloff
EXHIBIT 10.9
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into as
of February 20, 1998, between EXECUTIVE TELECARD, LTD., a Colorado corporation
with principal offices located in Denver, Colorado (the "Company"), and RONALD
A. FRIED (the "Executive").
WHEREAS, the parties desire to enter into this Agreement setting
forth the terms and conditions for the employment relationship of the Executive
with the Company.
NOW, THEREFORE, it is AGREED as follows:
1. Employment. The Executive is employed as the Vice President
of Development of the Company for a period commencing on the date hereof and
ending December 31, 2000. As the Vice President of Development of the Company,
the Executive shall render executive, policy, and other management services to
the Company of the type customarily performed by persons serving in such
capacities. The Executive shall be responsible for the identification,
development, pursuit and implementation of significant business opportunities
for the Company such as acquisitions, joint ventures, large asset purchases or
divestitures, restructurings and similar matters. The Executive shall report
directly to the Company's Chairman and Chief Executive Officer, and shall also
perform such duties as the Chairman and Chief Executive Officer of the Company
may from time to time reasonably direct. During the term of this Agreement,
there shall be no material increase or decrease in the duties and
responsibilities of the Executive otherwise than as provided herein, unless the
parties otherwise agree in writing.
2. Location of Services. During the term of this agreement, the
Executive shall perform services at the Company's various offices (particularly
either at its principal office in Denver, Colorado or at its office in
Washington, D.C., as determined by the Executive).
3. Salary. The Company shall pay the Executive an annual salary
equal to $150,000, with such increases as may be determined by the Board of
Directors in its discretion (the "Base Salary"). The Base Salary of the
Executive shall not be decreased at any time during the term of this Agreement
from the amount then in effect, unless the Executive otherwise agrees in
writing. Participation in deferred compensation, discretionary bonus retirement,
and other employee benefit plans and in fringe benefits shall not reduce the
Base Salary. The Base Salary shall be payable to the Executive not less
frequently than monthly.
<PAGE>
4. Bonuses. The Executive shall be eligible to earn annual
bonuses during each fiscal year (a "Bonus Period") that he remains an executive
employee of the Company. For each Bonus Period the Executive and the Chairman
and Chief Executive of the Company shall adopt written performance goals within
the Bonus Period. If such goals are met or exceeded for such Bonus Period, the
Executive shall be eligible to earn a bonus of up to 50% of the Base Salary.
(For the avoidance of doubt, a delay by any person in the adoption of written
performance goals shall not entitle the Executive to any bonus or, upon the
adoption and achievement of such goals, delay in any way the payment thereof.)
If only certain of such goals are met, or goals are met only in part, for such
Bonus Period, the Executive shall earn a bonus equal to an amount to be
determined by the Board of Directors, in its sole discretion. Bonuses shall be
payable to the Executive by February 1st of each year (or within 30 days of when
it is determined whether the applicable goals are met, whichever is later). The
Board of Directors may, in its sole discretion, award additional or greater
bonuses to the Executive based upon achievement of other Company objectives
during the Bonus Period.
5. Participation in Employee Benefit Plans. In addition to the
benefits noted below, the Executive shall be entitled to participate, on the
same basis as other executive employees of the Company, in any stock option,
stock purchase, pension, thrift, profit-sharing, group life insurance, medical
coverage, education, or other retirement or employee pension or welfare plan or
benefits that the Company has adopted or may adopt for the benefit of its
employees. The Executive shall be entitled to participate in any fringe benefits
which are now or may be or become applicable to the Company's executive
employees generally.
Such employee benefits presently include the following: Medical
coverage, including health, dental and vision insurance, commences at the
beginning of the month following 30 days from the date on which the Executive
commences service with the Company, and the Executive is responsible for 25% of
the expense of the Executive's medical coverage, with the Company responsible
for the remaining 75%. The Executive is eligible to participate in the Company's
125 Flexible Spending Plan at the beginning of the month following 30 days of
service. The Executive's life insurance is equal to two (2) times the Base
Salary. The Executive is eligible to contribute to the Company's 401k Plan. Upon
commencing service with the Company, the Executive is eligible to immediately
roll over any of Executive's pre-existing 401k Plan holdings.
The Executive shall promptly be reimbursed for any expenses
which he may incur in connection with his services hereunder in accordance with
the Company's normal reimbursement policies as established from time to time.
6. Stock Options. As approved by the Company's Board of
Directors, in consideration of the Executive's acceptance of employment
hereunder, the
<PAGE>
Executive shall be granted options to purchase an aggregate of 100,000 shares of
the Company's common stock, at an exercise price to be equal to the closing
price of the Company's common stock as listed on The Nasdaq National Market on
the date the Executive commences employment hereunder, and on terms to be set
forth in one of the Company's standard forms of stock option agreement to be
entered into between the Company and the Executive. The vesting of such options
shall be as follows:
(i) options to purchase 33,333 shares shall vest six months
after the date hereof, subject to continued employment as of such date and
achievement of certain objectives to be agreed to in writing between the
Executive and the Company's Chairman and Chief Executive Officer.
(ii) options to purchase 33,333 shares shall vest 18 months
after the date hereof, subject to continued employment as of such date and
achievement of certain objectives to be agreed to in writing between the
Executive and the Company's Chairman and Chief Executive Officer
(iii) options to purchase 33,334 shares shall vest 30
months after the date hereof, subject to continued employment as of such date
and achievement of certain objectives to be agreed to in writing between the
Executive and the Company's Chairman and Chief Executive Officer.
Each of the options will have a term of five years from the date
the Executive commences employment hereunder. To the extent eligible, the
options will be issued as incentive stock options within the meaning and subject
to the limitations of Section 422 of the Internal Revenue Code.
7. Standards. The Executive shall perform the Executive's duties
and responsibilities under this Agreement in accordance with such reasonable
standards as may be established from time to time by the Company's Chairman and
Chief Executive Officer. The reasonableness of such standards shall be measured
against standards for executive performance generally prevailing in the
Company's industry.
8. Voluntary Absences; Vacations. The Executive shall be
entitled to annual paid vacation of at least three weeks (fifteen days) per year
or such longer period as the Board of Directors of the Company may approve. The
timing of paid vacations shall be scheduled in a reasonable manner by the
Executive.
9. Disability. If the Executive shall become disabled or
incapacitated to the extent that the Executive is unable to perform the
Executive's duties and responsibilities hereunder, the Executive shall be
entitled to receive disability benefits of the type provided for other executive
employees of the Company.
<PAGE>
10. Termination of Employment.
(a) The Board of Directors may terminate the Executive's
employment at any time, subject to payment of the compensation described below.
(b) In the case of any termination by the Board of
Directors other than "termination for cause" as defined below, or in the case of
any termination by the Executive after a material breach of this Agreement by
the Company, including without limitation by a demotion of the Executive below
the rank of Vice President, a reduction in Base Salary (or a failure to consider
the Executive for a bonus in good faith as required hereunder) or a requirement
to relocate ("termination with good reason"), the Executive shall continue to
receive, for one year commencing on the date of such termination (the "Severance
Period"), full Base Salary, any bonus that has been earned before termination of
employment or is earned after the termination of employment (where the Executive
met the applicable personal performance goals prior to termination and the
Company meets the applicable Company performance goals after termination), and
all other benefits and compensation that the Executive would have been entitled
to under this Agreement in the absence of termination of employment
(collectively, the "Severance Amount"). The Severance Amount shall not be
reduced by any compensation which the Executive may receive for other employment
with another employer after termination of employment with the Company. If
during the term of this Agreement there is a "change in control" of the Company,
and in connection with or within two years after such change of control the
Company terminates the Executive's employment other than termination for cause
or the Executive terminates with good reason, the Company shall be obligated,
concurrently with such termination, to pay the Severance Amount in a single lump
sum cash payment to the Executive. If the Company fails to make timely payment
of any portion of the Severance Amount, the Executive shall be entitled to
reimbursement for all reasonable costs, including attorneys' fees, incurred by
the Executive in taking action to collect such amount or otherwise enforce this
Agreement. In addition, the Executive shall be entitled to interest on the
amounts owed to him under this Agreement at the rate of 5% above the prime rate
(defined as the base rate on corporate loans at large U.S. money center
commercial banks as published by the Wall Street Journal), compounded monthly,
for the period from the date of employment termination until payment is made to
the Executive.
(c) The Executive shall have no right to receive
compensation or other benefits from the Company for any period after termination
for cause by the Company or termination by the Executive other than termination
with good reason, except for any vested retirement benefits to which the
Executive may be entitled under any qualified employee pension plan maintained
by the Company and any deferred compensation to which the Executive may be
entitled.
<PAGE>
(d) The term "termination for cause" shall mean termination
by the Company because of the Executive's personal dishonesty, willful
misconduct, breach of fiduciary duty involving personal profit, persistent
refusal or willful failure materially to perform his duties and responsibilities
to the Company which continues after the Executive receives notice of such
refusal or failure; willful violation of any law, rule, or regulation (other
than traffic violations or similar offenses), or material breach of any
provision of this Agreement.
(e) A "change in control," for purposes of this Agreement,
shall be deemed to have taken place if any person becomes the beneficial owner
of 35% or more of the total number of voting shares of the Company. For purposes
of this paragraph, a "person" includes an individual, corporation, partnership,
trust or group acting in concert, and a "beneficial owner" shall have the
meaning used in Rule 13d-3 under the Securities Exchange Act of 1934.
11. Restrictive Covenants.
(a) During the employment of the Executive under this
Agreement and for a period of one year after termination of such employment
other than a termination by the Company without cause, the Executive shall not
at any time (i) compete on his own behalf or on behalf of any other person or
entity, with the Company or any of its affiliates within all territories in
which the Company does business with respect to the business of the Company or
any of its affiliates as such business shall be conducted on the date hereof or
during the employment of the Executive under this Agreement; (ii) solicit or
induce, on his own behalf or on behalf of any other person or entity, any
employee of the Company or any of its affiliates to leave the employ of the
Company or any of its affiliates; or (iii) solicit or induce, on his own behalf
or on behalf of any other person or entity, any customer of the Company or any
of its affiliates to reduce its business with the Company or any of its
affiliates.
(b) The Executive shall not at any time during or
subsequent to his employment by the Company, on his own behalf or on behalf of
any other person or entity, disclose any proprietary information of the Company
or any of its affiliates to any other person or entity other than on behalf of
the Company or in conducting its business, and the Executive shall not use any
such proprietary information for his own personal advantage or make such
proprietary information available to others for use, unless such information
shall have come into the public domain other than through unauthorized
disclosure.
(c) The ownership by the Executive of not more than 5% of a
corporation, partnership or other enterprise shall not constitute a violation
hereof.
(d) If any portion of this Section 11 is found by a court
of competent jurisdiction to be invalid or unenforceable, but would be valid and
<PAGE>
enforceable if modified, this Section 11 shall apply with such modifications
necessary to make this Section 11 valid and enforceable. Any portion of this
Section 11 not required to be so modified shall remain in full force and effect
and not be affected thereby. The Executive agrees that the Company shall have
the right of specific performance in the event of a breach by the Executive of
this Section 11.
12. No Assignments. This Agreement is personal to each of the
parties hereto. No party may assign or delegate any rights or obligations
hereunder without first obtaining the written consent of the other party hereto.
However, in the event of the death of the Executive all rights to receive
payments hereunder shall become rights of the Executive's estate.
13. Other Contracts. The Executive shall not, during the term of
this Agreement, have any other paid employment other than with a subsidiary of
the Company, except with the prior approval of the Board of Directors.
14. Amendments or Additions; Action by Board of Directors. No
amendments or additions to this Agreement shall be binding unless in writing and
signed by all parties hereto. The prior approval by a majority vote of the Board
of Directors shall be required in order for the Company to authorize any
amendments or additions to this Agreement, to give any consents or waivers of
provisions of this Agreement, or to take any other action under this Agreement
including any termination of employment with or without cause.
15. Section Headings. The section headings used in this
Agreement are included solely for convenience and shall not affect, or be used
in connection with, the interpretation of this Agreement.
16. Severability. The provisions of this Agreement shall be
deemed severable and the invalidity or unenforceability of any provision shall
not affect the validity or enforceability of the other provisions hereof.
17. Governing Law. This Agreement shall be governed by the laws
of the State of Colorado (other than the choice of law rules thereof).
EXECUTIVE TELECARD, LTD.
By:-----------------------
RONALD A. FRIED
EXHIBIT 10.26
[eGLOBE LETTERHEAD]
27 August, 1999
VIA FACSIMILE
Mr. Isaac Freilich
American Stock Transfer & Trust Company
40 Wall Street
New York, New York 10005
RE: SEYMOUR GORDON 160,257 RESTRICTED SHARES
Dear Mr. Freilich:
Please issue one certificate in the name of "Seymour Gordon" for 160,257 shares
of common stock of eGlobe, Inc. The stock is issued in connection with a certain
Stock Purchase Agreement, the underlying shares of which have not been
registered.
Please issue one certificate with restrictive legend, and send it, via overnight
mail, to my attention at our Washington, D.C. office: eGlobe, Inc. 1250 24th
Street, N.W., Suite 725, Washington, DC 20037.
Thank you for your assistance in this matter. If you have any questions, please
do not hesitate to contact me.
Very truly yours,
/s/ Graeme S. R. Brown
Graeme S. R. Brown
Associate General Counsel
GB\
Attachment: Secretary's Certificate
<PAGE>
[eGLOBE LETTERHEAD]
January 24, 2000
Mr. Seymour Gordon
3 Hawthorne Lane
Lawrence, NY 11559
RE: PROMISSORY NOTE DATED AS OF JUNE 18, 1998; INTEREST ON CONVERTED NOTE.
Dear Mr. Gordon:
In consideration of your extending the Promissory Note dated June 18, 1998,
originally due on December 18, 1999, until April 18, 2000, 75% of the principal
balance (up to a maximum amount of $750,000) may now be exchanged for shares of
eGlobe common stock pursuant to the Stock Purchase Agreement dated as of August
25, 1999 (exchange terms: exchange for shares of common stock of the Company at
a price per share of $1.56; and be granted a warrant to purchase shares of
common stock (in the proportion of 60,000 shares under warrant for every
$250,000 of debt exchanged) at a price of $1.00). Additionally, it is
acknowledged that the Promissory Note shall bear interest at a rate of 14% per
annum for the period from December 18, 1999 through April 18, 2000.
With regard to the $200,000 Promissory Note dated January 4, 1999 that was
converted to common stock in March 1999, the Company shall pay interest at a
rate of 12% until such time as the common stock is registered. Accrued interest
through April 18, 2000 will be paid on April 18, 2000. Accrued interest after
April 18, 2000 will be paid within seven days after the effective date of the
S-3 Registration Statement. The Company expects to file its S-3 Registration
Statement in early May 2000.
Very truly yours, ACCEPTED AND AGREED
/s/ Graeme S. R. Brown /s/ Seymour Gordon
Graeme S. R. Brown Seymour Gordon
Deputy General Counsel
<PAGE>
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement") is entered into this 25th
day of August, 1999, by and among eGlobe, Inc., a Delaware corporation,
("eGlobe" or the "Company"), and Seymour Gordon, a private investor and
shareholder of eGlobe (the "Purchaser"),
NOW, THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants and agreements set forth in this
Agreement, the parties hereto agree as follows:
SECTION 1. THE SALE OF STOCK.
Upon the terms and subject to the conditions set forth in this
Agreement, and in accordance with the laws of the State of Delaware ("Delaware
Law"), at the Closing (as defined herein) the Company shall sell and the
Purchaser shall buy 160,257 shares of common stock of the Company, par value $01
per share, for a total price of $250,000.92.
SECTION 2. WARRANTS.
At the Closing, the Company shall issue a warrant to Purchaser to
purchase 60,000 shares of common stock of the Company at a price of $1.00 per
share. The form of the warrant is attached hereto as Exhibit A.
SECTION 3. CLOSING.
The closing of the sale (the "Closing") will take place by the wire
transfer of funds to the account of eGlobe within 24 hours of the execution of
this Agreement. Upon receipt of the funds, the Company will instruct the stock
transfer agent of the Company to issue the shares of common stock to the
Purchaser and will immediately deliver to the Purchaser, by Federal Express or a
similar delivery service, a fully executed warrant in the form attached hereto
as Exhibit A.
SECTION 4. SUBSEQUENT ACTIONS - DEBT EXCHANGE.
At any time after the Closing but prior to December 17, 1999, the
Purchaser may exchange the principal amount of any indebtedness of the Company
then outstanding held by the Purchaser (up to a maximum amount of $500,000) on
the same terms as for this stock purchase: (1) for shares of common stock of the
Company at a price per share of $1.56; and (2) a warrant to purchase shares of
common stock at a price of $1.00 (the number of shares under warrant shall be in
the same proportion as in this agreement, i.e., 60,000 shares per $250,000 of
debt exchanged); and (3) all rights and terms contained in Section 10 of this
Agreement. The Purchaser shall elect such exchange by notifying the Company in
writing of his election and
<PAGE>
including in such notice the dollar amount of principal to be exchanged. The
Company will then cause the principal amount exchanged to be canceled as of the
date of notice and will promptly notify the transfer agent to issue the
requisite number of common shares to the Purchaser.
SECTION 5. REPRESENTATIONS & WARRANTIES OF THE COMPANY.
The Company represents and warrants to Purchaser as follows:
SECTION 5.1 ORGANIZATION AND QUALIFICATION.
The Company is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware.
SECTION 5.2 AUTHORITY.
The execution and delivery of this Agreement by the Company and the
consummation by the Company of the transactions contemplated hereby have been
duly and validly authorized by all necessary corporate action and no other
corporate proceedings on the part of the Company are necessary to authorize this
Agreement or to consummate the transactions contemplated hereby. This Agreement
has been duly executed and delivered by the Company and, assuming the due
authorization, execution and delivery by Purchaser, constitutes a legal, valid
and binding obligation of the Company, enforceable in accordance with its terms.
SECTION 5.3 NO CONFLICT; REQUIRED FILINGS AND CONSENTS.
(a) The execution and delivery of this Agreement by the Company does
not, and the performance by the Company of its obligations under this Agreement
will not, (i) conflict with or violate the articles of incorporation or bylaws
of the Company, (ii) conflict with or violate any Law to which the Company is
bound or the Assets are based, or (iii) result in any breach of or constitute a
default (or an event which with notice or lapse of time or both would become a
default) under any note, bond, mortgage, indenture, contract, agreement, lease,
license, permit, franchise or other instrument or obligation to which the
Company is a party or by which the Company is bound or by which any of the
Assets is subject.
(b) The execution and delivery of this Agreement by the Company does
not, and the performance of this Agreement by the Company will not, require any
consent, approval, authorization or permit of, or filing with or notification
to, any Government Entity.
SECTION 6. PURCHASER AUTHORITY AND CAPACITY.
Purchaser is an Accredited Investor as defined by the Securities Act of
1933 and has full legal right, capacity, power and authority to execute and
deliver this Agreement and all other documents, instruments, certificates and
agreements executed or to be executed by it pursuant hereto, and to consummate
the transactions contemplated hereby and thereby.
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<PAGE>
SECTION 7. ACQUISITION FOR INVESTMENT.
The shares of Company common stock to be issued to the Purchaser under
this Agreement are being (or will be) acquired by the Purchaser in good faith
solely for the account of the Purchaser (and its direct and indirect
beneficiaries) for investment and not with a view toward resale or other
distribution within the meaning of the Securities Act. Such shares will not be
offered for sale, sold or otherwise transferred by the Purchaser without either
registration or exemption from registration under the Securities Act.
SECTION 8. PURCHASER RESTRICTIONS AND CONSENTS.
There are no agreements, Laws or other restrictions of any kind to
which such Purchaser is party or subject that would prevent or restrict the
execution, delivery or performance of this Agreement by such Purchaser.
SECTION 9. Binding Obligation.
This Agreement constitutes, and each document, instrument, certificate
and agreement to be executed by such Purchaser pursuant hereto, when executed
and delivered in accordance with the provisions hereof, shall constitute, a
valid and binding obligation of it, enforceable in accordance with its terms,
except as such enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium and other similar laws of general applicability
relating to or affecting creditors' rights generally and by the application of
general principles of equity.
SECTION 10. PREPARATION OF THE FORM S-1.
At the sole expense of the Company, when the Company next amends its
Form S-1 registration statement, the Company shall prepare and file with the
Securities and Exchange Commission (the "SEC") materials to be included on Form
S-1/A (the "Form S-1 Registration Statement") registering all shares of the
Common Stock (including the 60,000 shares under the warrant) to be sold pursuant
to this Agreement.
During the period subsequent to the Closing and prior to the effective
registration of the shares of Common Stock, the Company shall pay to Purchaser,
monthly in arrears, a sum equal to the number of assessable days in the previous
month multiplied by $83.33. The first such payment shall be due on October 1,
1999 for the period from closing to September 30, 1999 and then monthly
thereafter until ten days after notification of the stock being registered and
the Company provides Purchaser with a letter to the transfer agent verifying the
registration and authorizing exchange of the share certificates.
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<PAGE>
SECTION 11. NOTICES.
All notices and other communications given or made pursuant hereto
shall be in writing and shall be deemed to have been duly given or made as of
the date delivered, mailed or transmitted, and shall be effective upon receipt,
if delivered personally, mailed by registered or certified mail (postage
prepaid, return receipt requested) to the parties at the following addresses (or
at such other address for a party as shall be specified by like changes of
address) or sent by electronic transmission to the telecopier number specified
below:
If to the Company:
eGlobe, Inc.
Suite 725, 1250 24th Street, N.W.
Washington, D.C. 20037
Telecopier No.: (202) 822-8984
Attention: Graeme Brown, Esq.
If to the Purchaser:
Seymour Gordon
3 Hawthorne Lane
Lawrence, NY 11559
Telecopier No.: (516) 569-4230
SECTION 12. HEADINGS.
The headings contained in this Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation of this
Agreement.
SECTION 13. SEVERABILITY.
If any term or other provision of this Agreement is invalid, illegal or
incapable of being enforced by any rule of law or public policy, all other
conditions and provisions of this Agreement shall nevertheless remain in full
force and effect so long as the economic or legal substance of the transactions
contemplated hereby is not affected in any manner materially adverse in any
party. Upon such determination that any term or other provision is invalid,
illegal or incapable of being enforced, the parties hereto shall negotiate in
good faith to modify this Agreement so as in effect the original intent of the
parties as closely as possible in an acceptable manner to the end that
transactions contemplated hereby are fulfilled to the extent possible.
SECTION 14. ENTIRE AGREEMENT.
This Agreement (together with the Exhibits, the Schedules and the other
documents delivered pursuant hereto) constitutes the entire agreement of the
parties and supersede all prior agreements and undertakings, both written and
oral, between the parties, or
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<PAGE>
any of them, with respect to the subject matter hereof and, except as otherwise
expressly provided herein, are not intended to confer upon any other person any
rights or remedies hereunder.
SECTION 15. SPECIFIC PERFORMANCE.
The transactions contemplated by this Agreement are unique.
Accordingly, each of the parties acknowledges and agrees that, in addition to
all other remedies to which it may be entitled, each of the parties hereto is
entitled to a decree of specific performance, provided such party is not in
material default hereunder.
SECTION 16. ASSIGNMENT.
Neither this Agreement nor any of the rights, interests or obligations
hereunder shall be assigned by any of the parties hereto (whether by operation
of law or otherwise) without the prior written consent of the other party.
Subject to the preceding sentence, this Agreement shall be binding upon, inure
to the benefit of and be enforceable by the parties and their respective
successors and assigns.
SECTION 17. THIRD PARTY BENEFICIARIES.
This Agreement shall be binding upon and inure solely to the benefit of
each party hereto and nothing in this Agreement, express or implied, is intended
to or shall confer upon any other person any right, benefit or remedy of any
nature whatsoever under or by reason of this Agreement.
SECTION 18. GOVERNING LAW.
This Agreement shall be governed by, and construed in accordance with,
the laws of the State of Delaware.
SECTION 19. COUNTERPARTS.
This Agreement may be executed and delivered in one or more
counterparts, and by the different parties hereto in separate counterparts, each
of which when executed and delivered shall be deemed to be an original but all
of which taken together shall constitute one and the same agreement.
SECTION 20. FEES AND EXPENSES.
Except as otherwise provided for in this Agreement, each party hereto
shall pay its own fees, costs and expenses incurred in connection with this
Agreement and in the preparation for and consummation of the transactions
provided for herein.
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<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be
executed and delivered as of the date first written above.
eGLOBE, INC.
By: /s/
---------------------------------------
Name:
-------------------------------------
Title:
------------------------------------
Seymour Gordon
By: /s/ Seymour Gordon
-------------------------------------
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<PAGE>
January 24, 2000
Mr. Seymour Gordon
3 Hawthorne Lane
Lawrence, NY 11559
RE: STOCK PURCHASE AGREEMENT DATED AS OF AUGUST 25, 1999 (THE
"AGREEMENT"); PROMISSORY NOTE DATED AS OF JUNE 18, 1998
Dear Mr. Gordon:
With reference to the above captioned Agreement, in consideration of your
extending the Promissory Note dated June 18, 1998, originally due on December
18, 1999, until April 18, 2000, 75% of the principal balance (up to a maximum
amount of $750,000) may now be exchanged for shares of eGlobe common stock
pursuant to the Agreement. Additionally, it is acknowledged that the Promissory
Note shall bear interest at a rate of 14% per annum for the period from December
18, 1999 through April 18, 2000.
Very truly yours, ACCEPTED AND AGREED
David A. Skriloff Seymour Gordon
Chief Financial Officer
EXHIBIT 10.27
PROMISSORY NOTE - ADJUSTABLE INTEREST RATE
Certified to be a true and correct
Copy of the original
by: /s/
------------------------------------
Commonwealth and Title IHS
$310,000.00 Loan No. 7024785
1. BORROWER'S PROMISE TO PAY PRINCIPAL AND INTEREST. For value received,
the undersigned Maker (referred to as "Borrower") promises to pay to COMMERCIAL
FEDERAL BANK, A FEDERAL SAVINGS BANK, its successors or assigns ("Holder"), at
its office at 4501 Dodge Street, Third Floor, Attention: Loan Servicing, Omaha,
Nebraska 68132, or at such other place as the Holder of this Note may from time
to time designate, without offset or deduction, the principal sum of Three
Hundred Ten Thousand Dollars ($310,000.00), with interest from the date hereof
on the unpaid principal balance at the initial interest rate of eight percent
(8.00%) per annum, and principal and interest payable in initial monthly
installments of Two Thousand Five Hundred Ninety-Two and 96/100 Dollars
($2,592.96) each, beginning on the first day of May, 1998, and continuing on the
first day of each and every month thereafter to and including April l, 2010, on
which date any unpaid principal, interest and all other sums due under this Note
shall be paid in full (the "Due Date").
2. ADJUSTABLE INTEREST RATE PROVISIONS (MULTIPLE ADJUSTMENTS AT HOLDER'S
OPTION). Borrower agrees that the interest rate on this Note may, at Holder's
sole option, be adjusted two times. One adjustment may be made to be effective
at any time on or after April 1, 2002. The other adjustment may be made to be
effective at any time on or after April 1, 2006. Such adjustments shall be
subject to the following terms and conditions:
a. not less than sixty (60) days prior to the effective date of any
adjustment of the interest rate, Holder shall give Borrower
written notice of the adjusted interest rate and the adjusted
monthly payment of principal and interest necessary to amortize
the remaining balance at the adjusted interest rate over the
remaining portion of the original two hundred forty (240) month
amortization term as of the effective date of the adjustment; and
b. no such adjustment shall exceed an interest rate increase of one
and one-half percent (1.50%) (i.e. 150 basis points) per annum on
the unpaid balance. Thus, for example, the maximum rate which
Holder may charge as of the first adjustment would be 9.50%, and
the maximum rate as of the second adjustment (assuming the
maximum raise occurred in the first adjustment) would be 11.0%;
and
c. the notice specified in (a) above shall be deemed given by Holder
when deposited in the United States mail, postage prepaid,
addressed to Borrower at the address specified herein.
<PAGE>
d. notwithstanding the terms of this Note which may otherwise impose
prepayment premiums, Borrower shall have the right, at Borrower's
sole option, to pre-pay in full the entire unpaid principal
balance, along with all accrued and unpaid interest at the
applicable rate, and all other unpaid charges, without prepayment
premium, at any time during a one hundred eighty (180) day period
following the giving of written notice of an interest rate
increase.
3. NOTICE. Except as may be otherwise specified in this Note, any notices
required to be given hereunder shall be given in the manner specified in the
Deed of Trust, Assignment of Rents and Security Agreement ("Deed of Trust")
executed by Borrower on an even date herewith.
4. CREDITING OF PAYMENTS. Each installment payment in any amount received
by Holder shall be credited as of its due date, without regard to its date of
receipt by Holder, first to interest then due and the remainder to principal,
and interest shall cease upon the principal so credited as of the date that such
credit is made.
5. DEFAULT BY BORROWER. Should default be made in the payment of any
installment or other sum within fifteen (15) days after the date when due, or
should Borrower fail to perform any other provision or condition contained in
this Note or the Deed of Trust securing this Note, or in any instrument securing
this Note, within thirty (30) days after written notice of default is given by
Holder, the whole sum of principal and interest shall become immediately due at
the option of Holder and regardless of any prior forbearance. Interest shall
accrue following any default hereunder at the rate set forth in this Note, as
adjusted from time to time, plus five percent (5.00%). As used in this Note and
in the Loan Instruments (as hereinafter defined) default shall include, but
shall not be limited to:
a. Any payment or sum required by this Note or the Loan Instruments
is not paid or made within fifteen (15) days from when due; or
b. Borrower fails to perform any other obligation required under
this Note or the Loan Instruments, or does any act or allows any
condition to occur or exist which is prohibited under this Note
or the Loan Instruments and fails to cure such default within
thirty (30) days after written notice from Holder; or
c. Borrower fails to comply with any other agreement in any of the
documents and agreements forming a part of the transaction of
which this Note is a part, including the Loan Instruments and
fails to cure such default within thirty (30) days after written
notice from Holder; or
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<PAGE>
d. Any representation or warranty made herein or in any of the Loan
Instruments, or otherwise in connection with the application for
or making of this loan, proves to be or becomes untrue in any
material respect or Borrower has omitted or failed to disclose a
material fact to Holder at any time prior to the date of this
Note which if disclosed would have had a significant impact on
Holder's decision whether to approve the loan evidenced by this
Note and the Loan Instruments; or
e. The commencement by or against Borrower of any proceedings under
any bankruptcy or similar law for the relief of debtors of the
United States or any state or the appointment of any receiver,
trustee, assignee for the benefit of creditors, conservators or
similar parties for the Borrower or any of Borrower's property,
which in the case of proceedings commenced against Borrower are
not dismissed within sixty (60) days after commencement; or
f. Borrower fails to either (i) provide for professional management
of the Property by a management company acceptable to Holder and
under a written agreement acceptable to Holder, or (ii) manage
the Property itself, or (iii) if there occurs a failure to comply
with any laws, regulations, and ordinances regarding the
employment and payment of persons engaged in the operation of the
Property; or
g. An assignment, transfer, conveyance, or relinquishment by
Borrower of any of the rights or obligations under this Note
except as otherwise expressly provided in this Note; or
h. The Property is impaired, pledged, or transferred in whole or in
part such that the first lien security of Holder is diminished,
altered, impaired or encumbered, such as by failure of Borrower
to pay real estate taxes or assessments before delinquency or the
filing of any lien which takes priority over any lien of Holder.
6. LATE CHARGE. Borrower agrees: (a) to pay immediately to Holder without
demand in the event any installment or other payment or sum is not actually
received by Holder within fifteen (15) days after its due date, and without
regard to the date as of which such payment is credited, an amount equal to the
equivalent of four percent (4.00%) of the installment or other payment or sum
due; (b) that it would be impractical or extremely difficult to fix Holder's
actual damages in the event that any installment, payment or sum shall not be
paid when due; and (c) that such amount shall be presumed to be the amount of
damages for such late payment. This paragraph and the amount which it provides
shall not limit Holder's right under this Note, the Deed of Trust securing it,
or otherwise, to compel prompt performance hereunder and thereunder.
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<PAGE>
7. PREPAYMENT PRIVILEGE. On and after, but not prior to May 1, 1998,
Borrower may make optional and partial prepayments of principal, exclusive of
the portion of principal paid with each monthly loan payment, without additional
prepayment charge provided that the aggregate of such optional and partial
prepayments does not exceed, in any one loan prepayment year, Thirty-One
Thousand Dollars ($31,000.00) (the "allowable prepayment"). This privilege is
non-cumulative from one loan prepayment year to another. For purposes of this
paragraph, "loan prepayment year" means each twelve-month period beginning with
each May 1 and ending with the following April 30. Notwithstanding the
foregoing, prepayments of principal which in any loan prepayment year exceed the
allowable prepayment ("excess prepayments"), whether partial prepayments or
prepayment in full, may be made provided that Borrower gives Holder written
notice of all principal to be prepaid at least sixty (60) days prior to such
prepayment and provided further that Borrower pays to Holder together with each
such prepayment (including prepayments occurring as a result of or following the
acceleration by Holder of the unpaid principal amount, but excluding prepayments
occurring because of the application by Holder of insurance or condemnation
awards or proceeds pursuant to the Loan Instruments) a prepayment premium as
follows:
a. Six percent (6.0%) of the excess prepayments during each of the
first three (3) loan prepayment years;
b. Five percent (5.0%) of the excess prepayments during the fourth
loan prepayment year;
e. Four percent (4.0%) of the excess prepayments during the fifth
(5th) loan prepayment year;
d. Three percent (3.0%) of the excess prepayments during the sixth
(6th) loan prepayment year;
e. Two percent (2.0%) of the excess prepayments during the seventh
(7th) loan prepayment year;
f. Thereafter and for all subsequent loan prepayment years until and
including April 30, 2007, one percent (1.0%) of the excess
prepayments; and
f. From and after May 1, 2007, to the Due Date, there shall be no
prepayment premium.
Prepayments shall be applied against the outstanding principal balance of the
Note and shall not extend or postpone the due date of any subsequent monthly
installments or change the amount of such installments, unless Holder shall
agree otherwise in writing.
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<PAGE>
8. NOTE PAYABLE IN U.S. DOLLARS. Principal, interest and all charges are
payable in lawful money of the United States.
9. SECURITY/ACCELERATION CLAUSE. This Note is secured by a Deed of Trust,
by an Assignment of Rents and Leases, one or more Financing Statements, and
other instruments, agreements and documents of even date herewith which grant
Holder security interests in, among other things, a two story office building
located in Denver, Colorado (the foregoing are collectively referred to as "Loan
Instruments" and the collateral encumbered by the Loan Instruments is referred
to as the "Property"). The obligations, covenants and agreements of each and
every of the Loan Instruments are hereby made a part of this Note to the same
extent and with the same effect as if they were fully set forth herein, and
Borrower does hereby agree to perform and keep each and every obligation,
covenant and agreement set forth in this Note and in the other Loan Instruments.
This Note shall evidence, and the Loan Instruments shall secure, the
indebtedness described herein, any future loans or advances that may be made to
or on behalf of Borrower by Holder at any time or times hereafter under the Loan
Instruments, and any other amounts required to be paid by Borrower under the
Loan Instruments, and any such loans, advances or amounts shall be added to the
indebtedness evidenced by this Note, and shall bear interest at the interest
rate then effective, unless a greater rate is expressly provided for in this
Note or the other Loan Instruments.
10. ASSUMABILITY OF THIS NOTE. If this Note, any Loan Instruments or any
Property encumbered by such Loan Instruments is assumed, assigned or conveyed by
Borrower in whole or in part, or upon a sale or conveyance (whether voluntary or
involuntary) of all or a portion of the Properly described in the Loan
Instruments or of fifty percent (50%) or more of the beneficial interests in
Borrower (whether in a single transaction or in the aggregate with all
transactions), or upon the occurrence of any other transaction or event
referenced and prohibited in Paragraph 20 of the Deed of Trust, or if any plan
or attempt is made to do oro perform any of the foregoing, this Note shall
automatically and without notice from Holder at Holder's option be deemed to be
in default, and Holder may declare all unpaid principal, interest and other sums
under this Note to be immediately due and payable in full. The foregoing
acceleration shall not be applicable in the case of:
(i) the grant of an occupancy leasehold interest in a part of the
Property made in accordance with the Loan Instruments and not
containing an option to purchase; or
(ii) sales or transfers for fair market consideration of fixtures or
any routine personal property used in the operation of the
Property, provided that such sales or transfers are incidental to
the replacement of like fixtures and personal property of newer
and better quality and condition, or such fixtures or personal
property are removed in connection with the making of tenant
improvements.
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<PAGE>
If Holder consents (which consent may not be unreasonably withheld) to an
assignment, conveyance or assumption of this Note, or to a sale or conveyance of
all or a portion of the Property, except as permitted above, said consent may be
upon the following terms (and others as determined by Holder in its sole
discretion): (a) buyer or assignee submits a credit and management application
which is approved by Holder under Holder's applicable underwriting guidelines
and policies; (b) buyer or assignee executes a written assumption agreement in
form and content as prepared by Holder; (c) buyer pays Holder an assumption fee
of Three Thousand One Hundred Dollars ($3,100.00); (d) Borrower, buyer or
assignee pays to Holder on demand all reasonable costs and expenses including,
but not limited to, credit report fees, title insurance premiums, recording fees
and reasonable attorneys' fees incurred by Holder in connection with the
transaction; and (e) Holder may modify the interest rate and loan terms as
conditions of such consent.
11. MAXIMUM INTEREST. In no event whatsoever shall the amount paid,
or agreed to be paid, to Holder for the use, forbearance or retention of the
money to be loaned hereunder ("Interest") exceed the maximum amount permissible
under applicable law. If the performance or fulfillment of any provision hereof
or of the Deed of Trust or any other Loan Instruments or other agreement between
Holder and Borrower shall result in Interest exceeding the limit for interest
prescribed by law, then the amount of such Interest shall be reduced to the
maximum rate which may lawfully be charged or collected by Holder. If, from any
circumstances whatsoever, Holder should receive as Interest an amount which
would exceed the highest lawful rate, the amount which would be excessive
Interest shall be applied to the reduction of the principal balance owing
hereunder (or, at the option of Holder, be paid over to Borrower) and not to the
payment of Interest.
12. COSTS OF COLLECTION AND/OR ENFORCEMENT. Borrower promises to pay:
(a) all reasonable costs and expenses of enforcement and/or collection,
including without limitation, reasonable attorneys' fees, in the event this Note
or any portion of this Note after default is placed in the hands of attorneys
for enforcement and/or collection and such is effected with or without suit; (b)
reasonable attorneys' fees, as determined by the judge of the court if such
determination is required by law, and all other reasonable costs, expenses and
fees incurred by Holder in the event suit is instituted to collect or enforce
this Note or any portion of this Note; (c) all reasonable costs and expenses
provided for in the Deed of Trust, in the Loan Instruments, or in any other
instrument given as security for this Note and/or incurred by or on behalf of
Holder in connection with collecting or otherwise enforcing any right of Holder
under this Note, the Deed of Trust, the Loan Instruments, or any other
instrument given as security for this Note; and (d) all reasonable costs and
expenses, including, without limitation, reasonable attorneys' fees incurred by
Holder in connection with any bankruptcy, insolvency or reorganization
proceeding or receivership in which Borrower is involved, including, without
limitation, reasonable attorneys' fees incurred in making any appearances in any
such proceeding or in seeking relief from any stay or injunction issued in or
arising out of any such proceeding.
13. CERTAIN WAIVERS. Borrower waives diligence, grace, demand,
presentment for payment, exhibition of this Note, protest, notice of protest,
notice of dishonor, notice of
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<PAGE>
demand, notice of nonpayment, and any and all exemption rights against the
indebtedness evidenced by this Note, and agrees to any and all extensions or
renewals from time to time without notice and to any partial payments of this
Note made before or after maturity and that no such extension, renewal or
partial payment shall release Borrower from the obligation of payment of this
Note or any installment of this Note.
14. EXERCISE OF RIGHTS. No single or partial exercise by Holder, or delay
or omission in the exercise by Holder, of any right or remedy under this Note,
the Deed of Trust, or Loan Instruments or authorized by law shall preclude,
waive or limit the exercise thereof, any other or further exercise thereof, or
the exercise of any right or remedy. Holder shall at all times have the right to
proceed against Borrower and/or any portion of, or interest in, the property
secured by the Deed of Trust and Loan Instruments securing the Note in such
manner as Holder may deem fit, without waiving any other rights or remedies with
respect to the property, any portion thereof, or interest therein.
15. NO MODIFICATIONS. This Note may not be changed, amended or modified,
except in a writing expressly intended for such purpose and executed by Borrower
and Holder.
16. GOVERNING LAW. This Note is to be construed and enforced in all
respects in accordance with the laws of the State Of Colorado.
17. CONSTRUCTION. The words "Borrower" and "Holder" shall be deemed to
include the respective heirs, personal representatives, successors and assigns
of each, and shall denote the singular and/or plural, and the masculine and/or
feminine, and natural and/or artificial persons, whenever and wherever the
context so requires. The captions herein are inserted only for convenience of
reference and in no way define, limit or describe the scope or intent of this
Note or any particular paragraph or section hereof, or the proper construction
thereof.
18, TIME OF THE ESSENCE. Time shall be of the essence in this Note with
respect to all of Borrower's obligations hereunder.
19. CONSENT TO RELIEF FROM STAY. Borrower hereby agrees that in the event
on or before the date all sums under this Note are paid in full to Holder,
Borrower (by Borrower's own action or the action of any creditors), (i) files
with any bankruptcy court of competent jurisdiction or is the subject of any
petition for relief under Title 11 of the U.S. Code, as amended, (ii) is the
subject of any order for relief issued under such Title 11 of the U.S. Code, as
amended, (iii) files or is the subject of any petition seeking any
reorganization, arrangement, composition, readjustment, liquidation,
dissolution, or similar relief under any present or future federal or state act
or law relating to bankruptcy, insolvency, or other relief for debtors, (iv)
seeks, consents to, or acquiesces in the appointment of any trustee, receiver,
conservator, or liquidator, or (v) is the subject of any order, judgment, or
decree entered by any court of competent jurisdiction approving a petition filed
against such party for any reorganization, arrangement, composition,
readjustment, liquidation, dissolution, or similar relief under any present or
future federal or state act or law relating to bankruptcy, insolvency, or
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<PAGE>
relief for debtors, then all sums under this Note shall thereupon be deemed to
be immediately due and payable in full, and Holder shall thereupon be entitled
to relief from any automatic stay imposed by Section 362 of Title 11 of the U.S.
Code, as amended, or otherwise, on or against the exercise of the rights and
remedies otherwise available to Holder as provided in this Note and in all other
documents made to secure the obligations under this Note, and as otherwise
provided by law, and Borrower hereby waives the benefits of such automatic stay
and consents and agrees to raise no objection to such relief.
20. SEVERABILITY. If any provision hereof should be held unenforceable or
void, then such provision shall be deemed separable from the remaining
provisions and shall in no way affect the validity of this Note, except that if
such provision relates to the payment of any monetary sum, then Holder may, at
its option, declare the indebtedness evidenced hereby immediately due and
payable.
EXECUTED this 31st day of March, 1998.
EXECUTIVE TELECARD, INC., a Colorado
corporation, Borrower
By: /s/ Anne Haas [illegible initials]
----------------------------------------
Assistant Secretary & Treasurer
Borrower's Address: 4260 East Evans, Suite 6
Denver, Colorado 80222
STATE OF COLORADO )
) ss.
CITY and COUNTY OF DENVER )
The foregoing instrument was acknowledged before me this 31st day of March,
1998, by: Anne Haas, Assistant Secretary & Treasurer [illegible initials] of
Executive Telecard, Inc., a Colorado corporation Borrower, and on behalf of the
corporation.
[SEAL]
[illegible]
---------------------------------------
Notary Public 11/17/99
[SEAL]
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EXHIBIT 10.28
AGREEMENT FOR PROVISION OF CALLING CARD SERVICES
THIS AGREEMENT (this "Agreement") is entered into as of this ______ day
of August, 1998, by and between Executive TeleCard, Ltd., a Delaware
corporation, with offices located at 4260 Evans Avenue, Denver, Colorado 80222
("EXTEL") and/or its nominee, and American Prepaid, a Florida corporation, with
offices at 659 North Biscayne River Drive, Miami, Florida 33169 ("AP" or
"Customer").
RECITALS
WHEREAS, EXTEL is engaged in the business of providing a service which
will enable the cards issued by Customer or under its brand to be used as
telephone calling cards using the World Direct(R) network of EXTEL or such other
facilities of substantially similar quality as EXTEL may provide, as more fully
described on Exhibit A hereto (the "Service"); and
WHEREAS, AP is engaged in the business of marketing and distributing
prepaid telephone cards throughout the United States; and
WHEREAS, EXTEL and Customer wish to enter into this Agreement pursuant
to which the Service will be made available to Customer subscribers.
NOW THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements contained herein, the parties agree as follows:
1. THE SERVICE
1.1 Service: Term. EXTEL shall make the Service available to Customer
for an initial term commencing on August _____, 1998 (the "Effective Date") and,
unless earlier terminated in accordance with Section 10.1, ending on the fifth
anniversary of the Effective Date (the "Term"). The Term shall autmoatically
renew for subsequent one (1) year periods unless either party gives written
notice to the other party, not less than six (6) months before the expiration of
any Term, of its intention not to renew. The Service is described on Exhibit A
hereto and incorporated herein for all purposes. EXTEL reserves the right to
amend the description of the Service on Exhibit A from time to time during the
Term and each such amendment shall become effectgive upon written notice to
Customer. In the event that EXTEL amends the service description and such
amendment is material to the Customer's business and results in a substantial
commercial change in the relationship, then the Customer may cancel the
Agreement without penalty.
1.2 Additional Services. Additional services and additional features
not provided as part of the basic Service may be made available under this
Agreement by execution and delivery by the parties hereto of one or more addenda
to Exhibit A, all as more fully described on Exhibit A.
1.3 Availability of Service to Cardholders. Customer shall make the
Service available to all holders of cards issued by Customer or under its brand
("Customer Cards"). "Cardholder" shall mean the authorized user of the Customer
Card. Customer shall not use the Service for any card other than a Customer Card
without the prior written consent of EXTEL.
1.4 Operating Standards. The Service shall be provided in accordance
with the Operating Standards attached as Exhibit B and incorporated herein for
all purposes (the "Operating Standards"). EXTEL reserves the right to amend the
Operating Standards on Exhibit B from time to time during the Term and each such
amendment shall become effective upon written notice to Customer. Customer
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agrees to comply with and promptly carry out the matters listed in the Operating
Standards as Customer responsibilities. In the event that EXTEL amends the
Operating Standards and such amendment is material to the Customer's business
and results in a substantial and material commercial change in the relationship,
then the Customer may cancel the Agreement without penalty.
1.5 Ownership of "800" Numbers. The ownership of "800" numbers or any
similar toll-free number (e.g., "888" or other numeral) shall be the Customer's
and the numbers shall be issued in Customer's name.
2. CUSTOMER CARDS, CARDHOLDERS
2.1 Card Production and Issuance. EXTEL has no responsibility with
respect to the production, design or issuance of Customer Cards, except to the
extent provided in an addendum to Exhibit A. Customer may issue Customer Cards
bearing the service mark, trademark and/or trade name of Customer and a design
or style as may, from time to time, be determined by Customer. EXTEL will
provide to Customer upon request sample copy, rate information and instructional
material for its use in producing its Customer Cards. After activation by EXTEL
as provided below, each Customer Card will enable the Cardholder to use the
Service.
2.2 Card Activation. EXTEL will generate calling card numbers with
Personal Identification Numbers ("PIN"). The card shall have a control number
which is in sequential numbers which is used to identify the cards but not to
identify the customer. The customer PIN number will be in 10 numbers as
displayed on the card's face. EXTEL will supply a disk with the control numbers
and card numbers at the beginning of a run. At the time of activation, AP will
supply to EXTEL Operations and to EXTEL Accounting the control numbers which are
being activated. EXTEL shall not be obligated to activate customer cards in
blocks of less than 50.
2.3 Card De-Activation. Customer shall provide to EXTEL daily lists of
Customer Cards (including control numbers and PIN numbers) for Cardholders who
cease to be authorized to use the Service (a "Stop List"). Each Stop List shall
be in such form and provided to EXTEL in such manner as may reasonably be
specified by EXTEL from time to time. Card de-activation will also be available
in real time by having a distributor of AP or AP communicate over a
pre-determined 800 numbers to EXTEL and give EXTEL an order to de-activate a
card. Where such order has been received by the distributor or by AP, any retail
customer dissatisfaction or ramifications from de-activation is not the
responsibility of EXTEL. Within 24 hours after receipt of each Stop List, EXTEL
shall take such steps as may be necessary to block usage of the Customer Cards
listed on the Stop List.
2.4 Administrative De-Activation. In circumstances where AP has
formally requested EXTEL to activate a series of cards but for some reason the
cards are not delivered to a distributor or are returned from a distributor to
AP and the cards are not going to be sold to a retail customer, then AP shall
have the ability to de-activate those cards by communication to EXTEL and not be
charged for that activation fee. In such cases, if there has been any debit
against those cards or any charge, AP shall bear the cost of that charge.
3. CARDHOLDER RATES; RATES FOR SERVICE
3.1 EXTEL to Establish Rates for the Service. EXTEL shall charge
Customer for use of the Service at those rates set forth in the Rate Schedule(s)
attached hereto as Exhibit C and incorporated herein for all purposes. The Rate
Schedule(s) may be amended from time to time by EXTEL, where its underlying cost
of service changes or the rates otherwise become non-compensatory to EXTEL, upon
written notice to
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Customer. EXTEL shall give Customer notice as soon as possible after it receives
its own written notice of a change in circumstances, but in no event shall there
be less than seven (7) days prior written notice (or such shorter period of
notice as is reasonably practicable under the circumstances, the parties
acknowledging that EXTEL's changes to the Rate Schedule are necessary to respond
to changes in regulatory requirements, taxes or the rates charged by carriers
whose telecommunications facilities may be used to provide the Service) of all
changes to the Rate Schedule to enable Customer to make any desired adjustments
to the rates the Customer's Cardholders are to be charged for the Service. EXTEL
will use its best efforts to consult and agree with AP regarding the issuance or
modification of any rate schedule.
3.2 Customer to Establish Cardholder Rates. Customer will charge the
Customer's Cardholders for their use of the Service, as made available to
Cardholders by Customer, at rates and on terms and conditions determined by
Customer. EXTEL has no responsibility with respect to such matters, including
without limitation with respect to the rating of calls, expect to the extent
specifically provided in an addendum to Exhibit A, or in a particular Rate
Schedule.
3.3 Billing and Payment.
(a) Payments by AP. AP shall pay EXTEL the full wholesale price of a card
within an agreed time period from activation. The time period for payment shall
be specified in each rate schedule.
(b) Method of Activation. The cards have a PIN number and a control number.
The control number has no effect on decremation of the card. AP will inform both
EXTEL Accounting and EXTEL Operations by another notification of the series of
control numbers that are to be activated. This will be done by fax and/or e-mail
as designated by EXTEL. EXTEL's Operations shall thereafter activate the
designated batch of cards; EXTEL shall be paid, as specified in 3.3(a), by wire
transfer.
(c) Breakage. When a card's value is not totally decremented when it is
deactivated, EXTEL shall not account for any balance.
3.4 Credit for Calls of Unacceptable Quality. EXTEL makes no warranty
regarding the quality of such facilities or network, and is not responsible for
any incomplete calls, interruptions, defects in quality or other problems with
transmission, except to the extent that this Section provides for credits for
such calls. In the event that EXTEL or its employees, servants, agents, or
entities under its control engage in any action or provide any service which
amounts to gross negligence, then EXTEL shall be responsible for reimbursement
of actual losses of the Customer, but not loss of profits or consequential
damages.
3.5 Credit, Alternative Service or Refund for Paid PINs.
Notwithstanding any other provision of this Agreement, if AP has paid for a PIN
according to the provision of this Agreement and EXTEL is unable to provide
service to that PIN, then AP will be entitled to either a credit or alternative
service or, in the event that EXTEL cannot provide alternative service within 30
days, a refund.
3.6 Fraudulent or Unauthorized Use of the Service. EXTEL shall provide
to Customer only the basic fraud management services which are describe din the
Operating Standards or the enhanced fraud management services described on an
addendum to Exhibit A. EXTEL makes no representation that such services will be
adequate to identify or prevent unauthorized or fraudulent use of Customer Cards
by Cardholders or other persons, and provision of (or failure to provide) such
services shall not in any way change the respective rights and responsibilities
of EXTEL and Customer from those set forth in the first paragraph of this
Section.
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3.7 Taxes. Customer shall pay, and shall indemnify and hold harmless
EXTEL against, all sales, use, VAT, excise, gross receipts, and similar taxes
(other than income taxes on payments made by Customer to EXTEL under this
Agreement) and related charges that may be imposed or assessed at any time by
any governmental entity or other taxing authority with respect to the
availability of the Service to Cardholders or payments made by Cardholders to
Customer. EXTEL shall pay, and shall indemnify and hold harmless Customer
against, all sales, use, VAT, excise, gross receipts, and similar taxes and
related charges that may be imposed or assessed at any time by any governmental
entity or other taxing authority with respect to payments made by EXTEL to the
carriers whose telecommunications facilities are used to provide the Service.
The parties hereto shall cooperate in taking all reasonable action necessary to
minimize, or quality for exemptions from, any such taxes, duties or liabilities,
including without limitation furnishing certifications that purchases by
Customer are for purposes of resale; provided, however, that such obligation to
take reasonable action shall not obligate any party to make any significant
expenditure or incur any significant penalty or liability or to take any action
that either party reasonably believes might be unlawful or in violation of
applicable rules or regulations.
4. MARKETING
Customer shall market the Service to Cardholders, and EXTEL shall
provide marketing assistance as may be agreed from time to time by the parties.
5. NO WARRANTIES; LIMITATIONS OF LIABILITY
EXTEL MAKES NO WARRANTY, WHETHER EXPRESS, IMPLIED, OR STATUTORY, AS TO
THE DESCRIPTION, QUALITY, MERCHANTABILITY, COMPLETENESS OR FITNESS FOR ANY
PURPOSE OF THE SERVICE OR AS TO ANY OTHER MATTER, ALL OF WHICH WARRANTIES BY
EXTEL ARE HEREBY EXCLUDED AND DISCLAIMED. IN NO EVENT SHALL EXTEL BE LIABLE TO
CUSTOMER, ANY CARDHOLDER OR ANY OTHER PERSON, FIRM OR ENTITY IN ANY RESPECT,
INCLUDING, WITHOUT LIMITATION, FOR ANY DAMAGES, EITHER DIRECT, INDIRECT,
CONSEQUENTIAL, SPECIAL, INCIDENTAL, ACTUAL, PUNITIVE, OR ANY OTHER DAMAGES, OR
FOR ANY LOST PROFITS OF ANY KIND OR NATURE WHATSOEVER, ARISING OUT OF MISTAKES,
ACCIDENTS, ERRORS, OMISSIONS, INTERRUPTIONS, DELAYS, OR DEFECTS IN TRANSMISSION,
OR DELAYS, INCLUDING THOSE WHICH MAY BE CAUSED BY REGULATORY OR JUDICIAL
AUTHORITIES, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OBLIGATIONS OF
EXTEL PURSUANT TO THIS AGREEMENT. EXTEL's liability arising out of mistakes,
accidents, omissions, interruptions, delays, or errors or defects in
transmission in the provision of Service or delays in restoration of the Service
shall in no event exceed the amount of the refund, if any, which may be
available under Section 3.3. Customer shall not make any representation or
warranty regarding the Service or additional services provided hereunder beyond
those made by EXTEL. EXTEL shall not make any representation or warranty
regarding the card services provided by Customer to its Cardholders beyond those
made by Customer.
6. COMPLIANCE WITH LAWS
Each party agrees that it is in compliance with and will continue to be
in compliance with all international, national, state and local laws and
regulations relating to the performance of its obligations under this Agreement.
Each party is responsible for obtaining all licenses, approvals and regulatory
authority for its operations and the provision of services by it to its
customers. Each party agrees to
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Indemnify and hold the other party harmless from all costs and damages,
including reasonable attorney's fees, arising from failure to comply with any
regulatory or governmental approvals required.
7. FORCE MAJEURE
Neither party shall be in default under this Agreement if any failure
or delay in performance is caused by strike or other labor problems; accidents;
acts of god; fire; flood; adverse weather conditions; material or facility
shortages or unavailability; lack of transportation; the imposition of any
governmental codes, ordinances, laws, rules, regulations or restrictions; delays
in obtaining regulatory or governmental authorizations; condemnation or the
exercise of rights of eminent domain; war or civil disorder; or any other cause
beyond the reasonable control of either party hereto. Neither party shall be
liable for any consequential, special, indirect, incidental, punitive or
exemplary damages for any acts or failure to act under this Agreement.
8. INDEMNIFICATION AND HOLD HARMLESS
EXTEL shall indemnify, defend and otherwise hold harmless Customer from
and against any and all suits, claims and any other losses, including without
limitation attorneys' fees (collectively, "Claims"), to the extent that such
Claims arise from or in connection with any breach of this Agreement by EXTEL.
Subject to the foregoing, Customer shall indemnify, defend and otherwise hold
harmless EXTEL from and against any and all Claims to the extent that such
Claims arise from or in connection with (i) the use of the Service by Customer
or Cardholders, (ii) the content of any material transmitted through use of the
Service by Customer or Cardholders, (iii) marketing activities undertaken by
Customer, including particularly any representations or warranties made by
Customer regarding the Service or additional services provided hereunder beyond
those made by EXTEL, or (iv) any breach of this Agreement by Customer. In the
event a party receives notice of any action or event which gives rise to the
indemnification obligations contained herein, such party shall, within 20 days
after receipt of such notice, notify the other party of the occurrence of such
action or event, as the case may be. If such Claim involves assertion of
liability by a third party, the indemnifying party shall have the right to
undertake (through counsel of its choosing, such counsel to be reasonably
acceptable to the indemnitee) the defense, compromise or settlement of such
Claim on behalf of and at the risk of the indemnifying party. In the event that
the indemnifying party does not elect (by written notice to the indemnitee) to
undertake such defense, the indemnitee shall have the right to undertake
(through counsel of its choosing, such counsel to be reasonably acceptable to
the indemnitee) the defense, compromise or settlement of such Claim on behalf of
and at the risk of the indemnifying party. Neither the indemnifying party nor
the indemnitee shall compromise or settle the Claim without the consent of the
other party unless such settlement involves a release of the other party,
provided that such consent shall not by unreasonably withheld or delayed.
9. TRADEMARKS AND LOGOS
The parties hereby acknowledge that all copyright, trademark, service
mark, logos and other property rights in the name, including the trade name, of
each party or of any licensor of such party (collectively, "Marks") shall remain
the sole property of such party, and the other party shall have no right, title,
or interest therein. Each party shall use the Marks of the other party only in a
manner and at such times as are expressly authorized by this Agreement or
otherwise agreed to in writing. Each party shall use its reasonable commercial
efforts during the term of this Agreement not to impair the interests of the
other party in such Marks. Each party hereby grants to the other party during
the term of this Agreement,
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including any renewal thereof, a limited, non-exclusive license to use the Marks
of such party in connection with activities expressly contemplated under this
Agreement, including the promotion of the Service, and on statements,
communications, inserts, and correspondence relating thereto; provided however,
that prior to any such use of a party's Marks such party shall be advised of
such proposed use.
10. TERMINATION; REMEDIES
10.1 Termination Rights. Either party may terminate this Agreement
by written notice to the other party if:
a) The other party commits any material breach of this Agreement
which is not capable of being remedied;
b) The other party commits a breach of this Agreement which is
capable of being remedied and fails to remedy the breach
within 30 days after receipt of written notice of the default
or within such longer period as may be specified in the notice
of default;
c) The other party ceases, or proposes to cease to carry on
business or an application is made, proceedings are commenced,
or a resolution is passed or proposed in a notice of meeting
for the winding up, dissolution, official management or
administration of the other party or the other party enters
into any arrangement, compromise or composition with, or any
assignment for the benefit of its creditors or any class of
them, or a receiver, receiver and manager, official manager or
provisional liquidator is appointed with respect to the other
party or any of its assets.
10.2 Termination Not a Release. Termination of this Agreement for
any reason shall not release either party from any accrued liability to the
other party. A party's right to terminate this Agreement as provided herein
shall be without prejudice to any other rights provided to it by law or in
equity.
10.3 Remedies. Upon the occurrence of any material breach of this
Agreement, including without limitation the failure to pay amounts due
aggregating $50,000 or more, the non-defaulting party shall have the right, in
its sole discretion, to suspend performance of all or any part of its
obligations under this Agreement, terminate this Agreement (to the extent
permitted by Section 10.1 hereof) and/or pursue any other remedies that may be
available to such party; provided, however, that the parties will use their best
efforts to resolve any issue or material breach within five (5) days
notification of the breach (the "Resolution Period"). Notwithstanding the five
day Resolution Period, in the event that payment is not made within three (3)
days from the time of the original due date, then service may be suspended at
EXTEL's option provide that EXTEL gives Customer three (3) days notice of such
suspension of service. In the case of any suspension of service for failure to
make full payment is not made when due, such service shall be resumed at such
time as the unpaid party receives all unpaid balances (including interest or
penalties). Nothing contained in this Agreement is intended to nor shall be
construed so as to limit the remedies which any party hereto may have against
the other party hereto in the event of a breach by the other party or any
representation, warranty, covenant, or agreement made under or pursuant to this
Agreement, it being intended that any remedy shall be cumulative and not
exclusive. A party that is in material breach under this Agreement shall be
liable to the other party for all costs and expenses, including reasonable
attorneys' fees, incurred by the other party in enforcing its rights or remedies
hereunder.
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11. CONFIDENTIALITY
11.1 Confidential Information. During the term of this Agreement,
the parties shall regard and preserve as confidential and proprietary all
non-public information related to the business of the other party it receives or
learns as a result of this Agreement ("Confidential Information"). The parties
agree not to disclose any such Confidential Information without first obtaining
the other party's prior written consent.
11.2 Use of Confidential Information. The parties agree to use the
Confidential Information only for the purposes of fulfilling their respective
obligations under this Agreement and not otherwise. No rights or licenses to
trade or service marks, inventions, copy rights, patents or other intellectual
property rights are implied or granted under this Agreement except as otherwise
expressly provided for in this Agreement. Each party shall use reasonable care
to avoid unauthorized disclosure or use of the other party's Confidential
Information and not less than the same degree of care as it uses to protect its
own confidential information of similar sensitivity. It is agreed that access to
all Confidential Information shall be limited to only such employees or agents
who need to know such information for the purpose of fulfilling obligations
under this Agreement and that each party shall be liable for any unauthorized
disclosure or use of the other party's Confidential Information by any of its
employees or agents to whom such Confidential Information is disclosed.
11.3 Ownership of Confidential Information. All Confidential
Information shall remain the property of the party having the same at the time
of execution of this Agreement and such Confidential Information, including all
copies thereof, shall be returned to the other party or destroyed after the need
for it has expired, upon request and, in any event, promptly upon termination of
this Agreement.
11.4 Confidentiality of Sales Leads and Forwarding of Sales Leads.
During the course of performing customer service or in any other aspect when
EXTEL receives request for other service, sales leads, or other information
which could lead to the generation of business for Customer, all such
information to be forwarded to the Customer shall be the property of the
Customer and with the specific understanding that these opportunities belong to
the Customer and shall be transferred to the Customer as soon as commercially
practicable.
12. RELATIONSHIP OF THE PARTIES
Nothing herein contained shall be deemed or construed by the parties
hereto, nor by any third party, as creating the relationship of principal and
agent, or of partnership or of joint venture between the parties to this
Agreement, it being understood and agreed that neither any provisions contained
herein, nor any acts of the parties hereto, shall be deemed to create such
relationship. In addition, neither party to this Agreement shall have the
authority to bind or obligate the other, expect as expressly set forth in this
Agreement. Nothing contained herein shall limit the ability of any party to
conduct any other venture or entitle either party to any interest in or
ownership of any other venture by the other party.
13. VOLUME OF BUSINESS
13.1 Target Card Volume. In consideration of EXTEL extending
services and acquiring and provisioning additional equipment and personnel on an
expedited basis, and in anticipation of the ability to meet levels of volume,
Customer agrees to use best efforts to obtain service from EXTEL, over the 12
month period after execution of this Agreement, for a total of at least five
million cards at an average
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face retail value of $10 per card subject only to EXTL performing at a level of
service consistent with industry standards.
13.2 Provision for Services for Pre-Existing Cards. In
consideration of EXTEL's management and provision of service for pre-existing
prepaid cards (the records and electronic database(s) with regard to which were
supplied to EXTEL prior to the executing of this Agreement), Customer will pay
EXTEL the following amounts in the following manner. EXTEL will invoice Customer
for the cost of service incurred by EXTEL in its management and provision of
service for pre-existing prepaid cards. EXTEL will issue the first such invoice
90 days after the commencement of the service; and shall subsequently invoice AP
each month until all of the service for pre-existing prepaid cards has been
completed. AP shall pay such invoice within 15 days out of funds available to it
from a surcharge to be placed on newly issued cards -- for any period in which
AP has not activated sufficient new cards to create an aggregate amount of
surcharge sufficient to pay the entire invoice, the amount of the invoice not
paid by the aggregate amount of the surcharge shall be added to the subsequent
invoice for payment. The total amount of such surcharge shall be limited to
EXTEL's fair and reasonable charges. The surcharge shall be $.05 per $10 of
retail face value for the first 3 million cards activated by AP following the
commencement of service and $.10 per $10 of retail face value for the next 3.5
million cards; the surcharge will apply to cards activated beginning 90 days
after the commencement of service.
13.3 Rights of First Refusal. Both EXTEL and Customer shall have
the duty to present any opportunity they have to each other with respect to an
opportunity to provide or use services in the prepaid calling card business with
some other entity. The party presented with such an opportunity shall have the
chance to match or make a more favorable offer of business, e.g., if EXTEL is
offered business in the prepaid area, it will notify Customer of that
opportunity and Customer will have a reasonable opportunity to enter into the
same transaction. In turn, in the event that Customer receives an offer,
proposal, or bid from some provider other than EXTEL, it will give EXTEL a
reasonable opportunity to enter into the same transaction. In the event that the
offer made by EXTEL is equal to or more favorable than all of the terms offered
by another provider, then EXTEL shall receive the business.
13.4 Volumes. EXTEL has made an investment to acquire 3,000,000
minutes of transmission per month to Mexico, and has requested at $.20 per
minute nonbanded, and EXTEL has ordered up to a total of 12,000,000 minutes per
month on the same terms to go into effect ninety (90) days hereafter. Customer
understands that EXTEL has made this commitment in reliance upon Customer's
entering into this Agreement wherein EXTEL becomes Customer's primary provider
of platform and transmission services. Customer will use its best efforts to
utilize these Mexican minutes in a fashion which meets the margins and other
terms found in Paragraph 3.3, supra.
13.5 Most Favored Customer. EXTEL and Customer mutually agree that
they will extend to one another the most favorable treatment on price and terms
practicable; the parties mutually agree that no other customer shall receive
more favorable terms.
13.6 Activation of PINs. AP will be permitted to activate PINs in
amounts agreed on a daily or weekly basis by EXTEL; EXTEL, in turn, agrees to
use its best efforts to maintain a .05 grade of service.
14. MISCELLANEOUS
14.1 Entire Agreement. This Agreement constitutes the entire
Agreement between the parties hereto with respect to the subject matter hereof
and supersedes all prior and contemporaneous
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agreements and understandings of the parties in connection herewith. There are
no representations, warranties, covenants, conditions, agreements, understanding
or arrangements, oral or written, between or among the parties relating to the
subject matter hereof which are not fully expressed herein. No agent of any
party is authorized to make any representation, promise or warranty not
contained in this Agreement.
14.2 Amendment. Except as set forth in Section 1.2, this Agreement
may not be amended or modified any way expect in writing and signed by both
parties to this Agreement.
14.3 Notice. Except as specified below in this Section, all
notices, demands, requests, or other communications which may be or are required
to be given or made by any party to any other party pursuant to this Agreement
shall be in writing and shall be hand delivered, mailed by first-class
registered or certified mail, return receipt requested, postage prepaid,
delivered by overnight air courier, or transmitted by telegram, telex, or
facsimile transmission addressed as follows:
(i) If to Customer:
Bill Judd
American Prepaid
659 N. Biscayne River Drive
Miami, FL 33169
Telephone: (305) 688-5105
(ii) If to EXTEL:
Colin Smith
Executive TeleCard, Ltd.
1720 South Bellaire St., Suite 1000
Denver, CO 80222
Telephone: (303) 512-1594
Or such other address as the addressee may indicate by written notice to the
other parties. Each notice, demand, request, or communication which shall be
given or made in the manner described above shall be deemed sufficiently given
or made for all purposes at such times as it is delivered to the addressee (with
the return receipt, the delivery receipt, the affidavit of messenger or (with
respect to a telex) the answerback being deemed conclusive but not exclusive
evidence of such delivery) or at such time as delivery is refused by the
addressee upon presentation.
Communications on day-to-day technical matters, particularly relating to
the matters addressed in the Operating Standards, should be by telephone,
facsimile or e-mail transmission to the following (each, a "Technical Contact"):
(i) If to Customer's Technical Contact(s):
Name(s):
----------------------------------
Telephone Number(s):
----------------------
Fax Number(s):
----------------------------
E-Mail Address(es):
-----------------------
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(ii) If to EXTEL's Technical Contact(s):
Name(s): Dennis Lunbery, Bill Newman
Telephone Number(s): (303) 512-1491 (Lunbery);
(303) 512-1447 (Newman)
Fax Number(s): (303) 759-2074 (Lunbery)
E-Mail Address(es): [email protected]
[email protected]
Communications on day-to-day technical matters with Technical Contacts shall not
constitute notice hereunder unless separate notice is also given as provided
above in this Section.
14.4 Severability. If any part of any provision of this Agreement
or any other agreement, document or writing given pursuant to or in connection
with this Agreement shall be invalid or unenforceable under applicable law, such
part shall be ineffective to the extent of such invalidity or unenforceability
only, without in any way affecting the remaining parts of such provisions or the
remaining provisions of said agreement.
14.5 Assignment. Except as hereinafter specifically provided in
this Section, no party shall assign this Agreement, in whole or in part, whether
by operation of law or otherwise, without the prior written consent of the other
party, and any purported assignment contrary to the terms hereof shall be of no
force and effect. Notwithstanding the foregoing, each party or any permitted
assignee of such party may assign this Agreement and any and all rights
hereunder in whole or in part, to any affiliate of such party without the
consent of the other party.
14.6 Remedies. Nothing contained in this Agreement is intended nor
shall be construed so as to limit the remedies which any party hereto may have
against any other party hereto in the event of a breach by any party of any
representation, warranty, covenant, or agreement made under or pursuant to this
Agreement, it being intended that any remedy shall be cumulative and not
exclusive.
14.7 Waiver. No delay or failure on the part of any party hereto in
exercising any right, power or privilege under this Agreement shall be construed
as a waiver of any default or any acceptance thereof. No waiver by any party of
any provision of this Agreement shall constitute or imply a subsequent or other
waiver of the same or any other provision of this Agreement. No waiver will be
effective unless in writing and signed by the party against whom such waiver is
asserted.
14.8 Survival. The rights, obligations and covenants set forth in
Section 3.6, 5, 6, 8, 9, 10, 11, 12 and 14.8 of this Agreement (and definitions
of terms used therein) shall survive and continue after any expiration or
termination of this Agreement and shall bind the parties and their legal
representatives, successors, heirs and assigns, for acts connected with
performance or conduct during the course of this Agreement.
14.9 Conflicts. In the event of a conflict between provisions
contained in the body of this Agreement and provisions contained in Exhibit A
hereto or an addendum to Exhibit A which has been executed and delivered by the
parties, the provisions contained in Exhibit A or addendum thereto shall
control.
14.10 Ownership. EXTEL acknowledges that Customer is the sole owner
of all of Customer's card services (including its customer base) and EXTEL does
not, as a result of this Agreement, acquire any interest therein. Customer
acknowledges that EXTEL is the sole owner of all of EXTEL's property
10
<PAGE>
and services (including the World Direct(R) network and other components of the
Service) and Customer does not, as a result of this Agreement, acquire any
interest therein.
14.11 Limitation on Benefits. The rights, obligations and covenants
set forth in this Agreement shall be solely for the benefit of, and shall be
enforceable only by, the parties hereto and their respective successors and
permitted assigns.
14.12 Inurement. This Agreement shall be binding on and insure to
the benefit of the parties hereto, their representatives, successors and
permitted assigns.
14.13 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York (without regard
to the choice of law rules thereof).
14.14 Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives as of the day and year first
set forth above.
CUSTOMER EXECUTIVE TELECARD, LTD.
- ------------------------------- ---------------------------------
By: By:
---------------------------- ------------------------------
Its: Its:
--------------------------- -----------------------------
11
<PAGE>
EXHIBIT A
PREPAID CALLING CARDS
The Customer Cards are to be "prepaid" calling cards ("Prepaid Customer
Cards"). EXTEL will provide Customer with a series of Customer Card numbers
which identifies the Prepaid Customer Cards as prepaid calling cards. When EXTEL
activates Prepaid Customer Cards, which will be activated, at Customer's
request, in series of not less than 50 cards, each Prepaid Customer Card series
will have a predetermined number of units of calling time. Customer will
determine the number of units per card series. As the Prepaid Customer Cards are
used, EXTEL will, as part of its billing function, decrement such cards in
amounts equal to the rates the Customer's Cardholders are to be charged for the
Service, as indicate in the Rate Schedule(s) agreed to in Exhibit C. When a
Prepaid Customer Card has been decremented to zero, it will be deactivated. In
addition, a Prepaid Customer Card shall be deactivated four (4) months after the
date of its activation.
EXTEL will sell the units of prepaid calling time to Customer at those
rates set forth in the Rate Schedule attached to the Agreement as Exhibit C, as
it may be amended from time to time by EXTEL during the term of this Agreement
and any extension thereof. Payment shall be made by wire transfer of immediately
available funds to an account designated by EXTEL. Amounts that are not paid
within fifteen (15) days following the invoice date shall bear interest at the
rate of 1-1/2% per month until paid in full (or such lower rate as may be
required by applicable law). To the extent that this paragraph and Section 3.3
of the Agreement conflict, this paragraph shall govern with respect to Prepaid
Customer Cards.
12
<PAGE>
ADDENDUM NO. 1 TO EXHIBIT A
CUSTOMER SERVICE AVAILABILITY
EXTEL agrees to provide 24/7 day customer service with the ability to debit or
credit an individual card as appropriate.
<PAGE>
EXHIBIT B
OPERATING STANDARDS
CUSTOMER RESPONSIBILITIES
SERVICE REQUIREMENTS
- - Language required (for voice prompts and EXTEL's Operator Center)
- - Customized voice prompt requested. The actual text of the prompt needs to
be know.
- - Is a domestic toll-free access number required?
- - Are more than two languages required?
CARD UPDATES
- - Mode of transmission (i.e. FTP, BBS access, email, UUCP, etc.)
- - Frequency of updates
CUSTOMER SERVICE
- - Are there additional customer service requirements apart from our standard
customer service?
CUSTOMER AND EXTEL JOINT RESPONSIBILITIES
- - Download billing file containing the test calls
- - Test the service prior to launching the service to the cardholders
- - Send a printed version of the marketing materials to EXTEL
<PAGE>
EXHIBIT C
RATE SCHEDULE
Discount Rate Schedule as of 8/9/98
Note: Terms are $5.30 per $10 of face value to be paid no later than the seventh
day following activation by wire transfer.
COUNTRY BASE RATE
- ------- ---------
AFGHANISTAN $1.65
ALBANIA $0.70
ALGERIA $0.99
AMERICAN SAMOA $0.87
ANDORRA $0.44
ANGOLA $0.89
ANGUILLA $0.72
ANTARTICA $0.99
ANTIGUA $0.65
ARGENTINA $0.67
ARMENIA $1.03
ARUBA $0.59
ASCENSION IS. $1.59
AUSTRALIA $0.25
AUSTRIA $0.45
AZERBAIJAN $1.25
BAHAMAS $0.38
BAHRAIN $0.99
BANGLADESH $1.71
BARBADOS $0.73
BELARUS $1.00
BELGIUM $0.22
BELIZE $1.01
BENIN $1.01
BERMUDA $0.38
BHUTAN $1.55
BOLIVIA $0.93
BOSNIA/HERZEGOVINA $0.89
BOTSWANA $0.88
BRAZIL $0.83
BRITISH VIR IS $0.57
BRUNEI $0.75
BULGARIA $0.89
BURKINA FASO $1.05
BURUNDI $1.55
CAMBODIA $1.98
CAMEROON $1.24
CANADA $0.20
CAPE VERDE IS. $0.97
CAYMAN IS. $0.57
CENTRAL AFRICAN REP. $1.53
CHAD $1.90
CHILE $0.52
C-1
<PAGE>
EXHIBIT C
RATE SCHEDULE
CHINA $0.95
CHRISTMAS/COCOS IS. $1.00
Colombia-Bogota $0.35
Colombia-Cali/Madellin $0.38
COLOMBIA-OTHER $0.51
COMOROS $2.50
CONGO $1.20
COOK IS. $2.05
COSTA RICA $0.75
CROATIA REP. $0.89
CUBA $1.25
CYPRUS $0.80
CZECH REP. $0.46
DENMARK $0.25
DIEGO GARCIA $1.24
DJIBOUTI $1.42
DOMINICA $0.82
DOMINICAN REP. $0.50
ECUADOR $0.70
EGYPT $0.99
EL SALVADOR $0.84
EQUATORIAL GUINEA $1.69
ERITREA $1.69
ESTONIA $0.49
ETHIOPIA $1.46
FAEROE IS. $0.46
FALKLAND IS. $1.30
FIJI IS. $1.39
FINLAND $0.30
FRANCE $0.25
FRENCH ANTILLES $0.88
FRENCH GUIANA $0.88
FRENCH POLYNESIA $1.35
GABON $1.36
GAMBIA $1.01
GEORGIA $1.19
GERMANY $0.25
GHANA $0.89
GIBRALTAR $0.54
GREECE $0.56
GREENLAND $0.84
GRENADA $0.88
GUADELOUPE $0.75
GUAM $0.30
GUANTANAMO BAY $0.85
GUATEMALA $0.59
GUINEA REP. $1.50
GUINEA-BISSAU $1.79
C-2
<PAGE>
EXHIBIT C
RATE SCHEDULE
GUYANA $1.20
HAITI $0.75
HONDURAS $0.88
HONG KONG $0.35
HUNGARY $0.40
ICELAND $0.47
INDIA $1.25
INDONESIA $0.99
IRAN $1.29
IRAQ $1.49
IRELAND $0.24
ISRAEL $0.40
ITALY $0.32
IVORY COAST $1.79
JAMAICA $0.79
JAPAN $0.33
JORDAN $1.12
KAZAKHSTAN $1.09
KENYA $1.19
KIRGHIZIA $1.86
KIRIBATI $1.60
KOREA $0.58
KYRGYZSTAN $1.06
LAOS $1.52
LATVIA $0.59
LEBANON $1.36
LESOTHO $0.87
LIBERIA $0.79
LIBYA $0.78
LIECHTENSTEIN $0.29
LITHUANIA $0.69
LUXEMBOURG $0.30
MACAU $0.80
MACEDONIA $0.75
MADAGASCAR $1.39
MALAWI $0.89
MALAYSIA $0.50
MALDIVES $0.08
MALI REPUBLIC $1.64
MALTA $0.50
MARSHALL IS. $0.88
MAURITANIA $1.50
MAURITIUS $1.50
MAYOTTE IS. $1.25
Mexico 1 $0.37
Mexico 2 $0.37
Mexico 3 $0.37
C-3
<PAGE>
EXHIBIT C
RATE SCHEDULE
Mexico 4 $0.37
Mexico 5 $0.37
Mexico 6 $0.37
Mexico 7 $0.37
Mexico 8 $0.37
MICRONESIA $1.50
MOLDOVA $0.99
MONACO $0.38
MONGOLIA $1.99
MONTSERRAT $0.89
MOROCCO $0.70
MOZAMBIQUE $1.08
MUSTIQUE $1.58
MYANMAR, BURMA $1.96
NAMIBIA $0.85
NAURU $1.45
NEPAL $1.53
NET. ANTILLES $0.47
NETHERLANDS $0.25
NEVIS $0.79
NEW CALEDONIA $1.19
NEW ZEALAND $0.25
NICARAGUA $0.77
NIGER REP. $1.43
NIGERIA $1.00
NIUE ISLAND $2.00
NORFORK ISLAND $0.85
NORWAY $0.25
OMAN $1.43
PAKISTAN $1.60
PALAU $1.52
PANAMA $0.75
PAPUN GUINEA $0.88
PARAGUAY $0.88
PERU $0.80
PHILIPPINES $0.64
POLAND $0.56
PORTUGAL $0.54
PUERTO RICO/USVI $0.20
QATAR $1.39
REUNION IS. $1.17
ROMANIA $0.67
RUSSIA (REPUBLIC) $0.75
RWANDA $1.55
SAIPAN $0.69
SAN MARINO $0.75
SAO TOME $1.74
SAUDI ARABIA $1.03
C-4
<PAGE>
EXHIBIT C
RATE SCHEDULE
SENEGAL $1.73
SEYCHELLES IS. $1.73
SIERRA LEONE $1.55
SINGAPORE $0.45
SLOVAKIA $0.48
SLOVENIA REP. $0.85
SOLOMON IS. $1.41
SOMALIA $1.57
SOUTH AFRICA $0.67
SPAIN $0.43
SRI LANKA $1.29
ST. HELENA $1.50
ST. KITTS $0.75
ST. LUCIA $0.89
ST. PIERRE $0.53
ST. VINCENT $0.91
SUDAN $0.89
SURINAME $1.88
SWAZILAND $0.88
SWEDEN $0.25
SWITZERLAND $0.27
SYRIA $1.26
TAIWAN $0.56
TAJIKISTAN $1.25
TANZANIA $1.17
THAILAND $0.89
TOGO $1.65
TONGA IS. $1.67
TRINIDAD/TOBAGO $0.99
TUNISIA $0.65
TURKEY $0.69
TURKMENISTAN $1.08
TURKS IS./CAICOS $0.79
TUVALU $1.38
U.A.E. $0.98
U.K. $0.20
U.S.A. Continental (CONUS) $0.149
UGANDA $1.00
UKRAINE $0.96
URUGUAY $0.96
UZBEKISTAN $1.01
VANUATU $1.38
VATICAN CITY $0.41
VENEZUELA $0.52
VIETNAM $1.50
WALLIS/FUTUNA $1.00
WEST SAMOA $1.10
YEMEN ARAB REP. $1.09
C-5
<PAGE>
EXHIBIT C
RATE SCHEDULE
YEMEN PEOPLES $1.12
YOGOSLOVIA $0.70
ZAIRE $1.12
ZAMBIA $1.36
ZIMBABWE $1.00
Alaska/Hawaii/Puerto Rico/USVI $0.20
International Connect Charge $1.00
Domestic Connect Charge - CONUS/Canada $0.25
Domestic Connect Charge - Alaska/Hawaii/PR/VI $1.00
Payphone Surcharge $0.50
Service Charge - monthly after 1st use $0.50
Billing Increment - CONUS/Canada 1 Min (After 1st three min)
Billing Increment - Alaska/Hawaii/Puerto Rico 1 Min (After 1st three min)
Billing Increment - International 1 Min (After 1st three min)
All cards will have an expiration 180 days after PIN activation, unless
otherwise agreed upon.
All rates subject to change depending upon the underlying transmission rate.
C-6
<PAGE>
EXHIBIT C
RATE SCHEDULE
All-in-One Rate Schedule as of 8/7/98
Note: Payment Terms are 56.00 per $10.00 of face value paid within five (5) days
of activation by wire transfers. Cards may be issue in $5, $10, or $20 face
values, other values reuqire additional agreement.
COUNTRY BASE RATE
- ------- ---------
AFGHANISTAN $1.65
ALBANIA $0.70
ALGERIA $0.57
AMERICAN SAMOA $0.87
ANDORRA $0.44
ANGOLA $0.89
ANGUILLA $0.90
ANTARTICA $0.72
ANTIGUA $0.81
ARGENTINA $0.60
ARMENIA $1.03
ARUBA $0.65
ASCENSION IS. $1.29
AUSTRALIA $0.16
AUSTRIA $0.32
AZERBAIJAN $1.25
BAHAMAS $0.38
BAHRAIN $1.24
BANGLADESH $1.71
BARBADOS $0.96
BELARUS $1.00
BELGIUM $0.19
BELIZE $1.28
BENIN $0.99
BERMUDA $0.38
BHUTAN $1.32
BOLIVIA $0.75
BOSNIA/HERZEGOVINA $1.00
BOTSWANA $0.79
BRAZIL $0.54
BRITISH VIR IS $0.60
BRUNEI $0.75
BULGARIA $1.00
BURKINA FASO $1.10
BURUNDI $1.11
CAMBODIA $1.55
CAMEROON $1.45
CANADA $0.15
CAPE VERDE IS. $0.97
CAYMAN IS. $0.61
CENTRAL AFRICAN REP. $1.53
CHAD $1.90
CHILE $0.36
C-7
<PAGE>
EXHIBIT C
RATE SCHEDULE
CHINA $0.80
CHRISTMAS/COCOS IS. $1.00
Colombia-Bogota $0.27
Colombia-Cali/Madellin $0.37
COLOMBIA-OTHER $0.40
COMOROS $1.65
CONGO $1.38
COOK IS. $2.05
COSTA RICA $0.75
CROATIA REP. $1.00
CUBA $0.99
CYPRUS $0.53
CZECH REP. $0.46
DENMARK $0.16
DIEGO GARCIA $1.24
DJIBOUTI $1.42
DOMINICA $0.88
DOMINICAN REP. $0.50
ECUADOR $0.66
EGYPT $1.33
EL SALVADOR $0.46
EQUATORIAL GUINEA $1.69
ERITREA $1.69
ESTONIA $0.49
ETHIOPIA $1.69
FAEROE IS. $0.46
FALKLAND IS. $1.30
FIJI IS. $1.39
FINLAND $0.16
FRANCE $0.16
FRENCH ANTILLES $0.88
FRENCH GUIANA $0.76
FRENCH POLYNESIA $1.15
GABON $1.46
GAMBIA $1.01
GEORGIA $1.19
GERMANY $0.18
GHANA $0.95
GIBRALTAR $0.54
GREECE $0.35
GREENLAND $0.84
GRENADA $1.06
GUADELOUPE $0.72
GUAM $0.30
GUANTANAMO BAY $0.85
GUATEMALA $0.45
GUINEA REP. $1.11
GUINEA-BISSAU $1.79
C-8
<PAGE>
EXHIBIT C
RATE SCHEDULE
GUYANA $1.42
HAITI $0.75
HONDURAS $0.55
HONG KONG $0.35
HUNGARY $0.38
ICELAND $0.47
INDIA $1.25
INDONESIA $1.15
IRAN $1.52
IRAQ $1.71
IRELAND $0.18
ISRAEL $0.34
ITALY $0.24
IVORY COAST $1.82
JAMAICA $0.68
JAPAN $0.42
JORDAN $1.21
KAZAKHSTAN $1.09
KENYA $1.30
KIRGHIZIA $1.86
KIRIBATI $1.60
KOREA $0.68
KUWAIT $1.47
KYRGYSTAN $1.06
LAOS $1.52
LATVIA $0.59
LEBANON $1.36
LESOTHO $0.87
LIBERIA $0.84
LIBYA $0.58
LIECHTENSTEIN $0.29
LITHUANIA $0.71
LUXEMBOURG $0.19
MACAU $0.75
MACEDONIA $0.58
MADAGASCAR $1.39
MALAWI $0.73
MALDIVES $1.08
MALI REPUBLIC $1.54
MALTA $0.45
MARSHALL IS. $0.78
MAURITANIA $1.12
MAURITIUS $1.22
MAYOTTE IS. $1.10
Mexico 1 $0.24
Mexico 2 $0.24
Mexico 3 $0.24
C-9
<PAGE>
EXHIBIT C
RATE SCHEDULE
Mexico 4 $0.24
Mexico 5 $0.24
Mexico 5 $0.24
Mexico 7 $0.24
Mexico 8 $0.24
MICRONESIA $1.33
MOLDOVA $0.86
MONACO $0.31
MONGOLIA $1.70
MONTSERRAT $1.17
MOROCCO $0.70
MOZAMBIQUE $1.08
MUSTIQUE $1.58
MYANMAR, BURMA $1.96
NAMIBIA $0.86
NAURU $1.45
NEPAL $1.53
NET. ANTILLES $0.53
NETHERLANDS $0.19
NEVIS $0.91
NEW CALEDONIA $1.19
NEW ZEALAND $0.25
NICARAGUA $0.62
NIGER REP. $1.43
NIGERIA $1.29
NIUE ISLAND $2.00
NORFORK ISLAND $0.86
NORWAY $0.19
OMAN $1.43
PAKISTAN $1.60
PALAU $1.52
PANAMA $0.75
PAPUAN GUINEA $0.76
PARAGUAY $0.86
PERU $0.89
PHILIPPINES $0.83
POLAND $0.50
PORTUGAL $0.35
PUERTO RICO/USVI $0.16
QATAR $1.39
REUNION IS. $1.17
ROMANIA $0.67
RUSSIA (REPUBLIC) $0.76
RWANDA $1.55
SAIPAN $0.90
SAN MARINO $0.75
SAO TOME $1.74
SAUDI ARABIA $1.43
C-10
<PAGE>
EXHIBIT C
RATE SCHEDULE
SENEGAL $1.73
SEYCHELLES IS. $1.73
SIERRA LEONE $1.55
SINGAPORE $0.62
SLOVAKIA $0.48
SLOVENIA REP. $0.55
SOLOMON IS. $1.41
SOMALIA $1.57
SOUTH AFRICA $0.75
SPAIN $0.30
SRI LANKA $1.60
ST. HELENA $1.05
ST. KITTS $0.86
ST. LUCIA $1.02
ST. PIERRE $0.53
ST. VINCENT $1.18
SUDAN $0.89
SURINAME $1.88
SWAZILAND $0.60
SWEDEN $0.18
SWITZERLAND $0.20
SYRIA $1.26
TAIWAN $0.70
TAJIKISTAN $1.25
TANZANIA $1.17
THAILAND $1.12
TOGO $1.65
TONGA IS. $1.67
TRINIDAD/TOBAGO $1.11
TUNISIA $0.65
TURKEY $0.70
TURKMENISTAN $1.08
TURKS IS./CAICOS $0.91
TUVALU $1.38
U.A.E. $0.98
U.K. $0.12
U.S.A. Continental (CONUS) $0.99
UGANDA $1.00
UKRAINE $1.00
URUGUAY $0.80
UZBEKISTAN $1.01
VANUATU $1.38
VATICAN CITY $0.41
VENEZUELA $0.44
VIETNAM $1.68
WALLIS/FUTUNA $1.00
WEST SAMOA $1.10
YEMEN ARAB REP. $1.32
C-11
<PAGE>
EXHIBIT C
RATE SCHEDULE
YEMEN PEOPLES $1.32
YOGOSLOVIA $0.76
ZAIRE $1.12
ZAMBIA $1.38
ZIMBABWE $1.00
Alaska/Hawaii/Puerto Rico/USVI $0.16
International Connect Charge $1.00
Domestic Connect Charge - CONUS/Canada $0.50
Domestic Connect Charge - Alaska/Hawaii/PR/VI $1.00
Payphone Surcharge $0.50
Service Charge - monthly after 1st use $0.50
Billing Increment 1 Min (After 1st three min)
All Origination will be from CONUS, except that origination from Mexico, Alaska,
Hawaii, Puerto Rico, USVI and other points will begin upon written notification
to American Prepaid.
After notification, Mexican origination will be $.75 per minute with a $1.00
Connect Charge.
All cards will have an expiration 180 days after PIN activation, unless
otherwise agreed upon.
All rates subject to change depending upon the underlying transmission rates.
THE PARTIES HERETO HAVE CAUSED THIS EXHIBIT C TO BE EXECUTED BY THEIR
DULY AUTHORIZED REPRESENTATIVES AS OF THE DAY AND YEAR FIRST SET FORTH IN THE
AGREEMENT FOR PROVISION OF CALLING CARD SERVICES TO WHICH IT IS ATTACHED.
CUSTOMER EXECUTIVE TELECARD, LTD.
- -------------------------------- ---------------------------------
By: By:
----------------------------- ------------------------------
Its: Its:
---------------------------- -----------------------------
EXHIBIT 10.29
IDX Services Agreement with Destia Communications Services, Inc.
TELECOMMUNICATIONS SERVICES AGREEMENT
THIS TELECOMMUNICATIONS SERVICES AGREEMENT ("Agreement") is entered into on July
30, 1999 (the "Effective Date"), between:
IDX INTERNATIONAL, INC., a Virginia corporation having a business address at
11410 Isaac Newton Square North, Suite 100, Reston, Virginia 20190 (hereinafter
"IDX"); and
DESTIA COMMUNICATIONS SERVICES, INC. a Delaware corporation having a business
address at 95 Route 17 South; Paramus, New Jersey 07652 (hereinafter
"Destia");collectively referred to as the "Parties" individually, a "Party.
WITNESSETH:
WHEREAS, IDX is a provider of international telecommunications services; and
WHEREAS, Destia desires to purchase certain telecommunications services provided
by IDX and IDX desires to provide certain telecommunications services to Destia,
all as more fully described below, subject to the terms and conditions contained
herein;
NOW THEREFORE, the Parties, in consideration of the mutual covenants and
agreements hereinafter set forth, agree as follows:
1. DESCRIPTION OF SERVICES
1.1 IDX, either directly or through its licensed and authorized affiliates or
underlying carriers, shall provide telecommunications services to Destia to
route Destia's international telecommunications traffic to and from various
destinations around the world, as more particularly described in Annex 1-A
attached hereto (the "IDX Services"). Where applicable, the IDX Services
shall be hereinafter referred to as the "Services." Additional services may
be added from time to time to this Agreement upon terms and conditions to
be mutually agreed upon by the Parties and may be included by adding an
amended Annex 1 to this Agreement.
The destinations offered by IDX for the providing Services are listed in
Annex 2-A attached hereto (the "IDX Destinations"). which Destinations may
be amended from time to time by IDX by providing Destia with seven (7) days
prior to written notice. Where applicable, the IDX Destinations are
hereinafter referred to as the "Destinations." Service shall be provided
pursuant to this Agreement as supplemented by applicable tariffs (including
tariff revisions) filed by IDX with the Federal Communications Commission
for international service ("Tariffs"). In the event of any conflict between
this Agreement and any Tariff. this Agreement shall control. Additionally,
the rates for Service set forth in this Agreement shall prevail in all
cases, and such rates shall only be subject to change as provided in this
paragraph.
2. TERM
2.1 This Agreement shall commence on the Effective Date and shall continue for
an initial term ("Term") of one (1) year. Thereafter this Agreement shall
remain in effect unless terminated by either Party by providing a written
one (1) month notice of termination to the other party.
2.2 IDX shall endeavor to provide the IDX Services on the date of completion of
testing (the "Service Date"). and each Party shall notify, the other Party.
when such testing for service is completed.
Page 1 of 8
<PAGE>
IDX Services Agreement with Destia Communications Services, Inc.
4. OPERATIONAL AND COMMERCIAL MATTERS
4.1 The point of interconnection with Destia for the provision of IDX Services
by IDX shall be at 11410 Isaac Newton Square North, suite 101, Reston. VA
20190, a Washington D.C. connection point (the "IDX Interconnection
Location"). IDX will initially provide and pay for two Tls, and Desfia will
initially provide and pay for two Tls.
4.2 Destia shall be responsible to procure, at its own expense, all necessary
switching and multiplexer equipment to be located in the Destia
Interconnection Location to provide voice compression & decompression plus
International Direct Distance Dialing. This equipment shall remain the
property, of Destia. Destia agrees to provide and be responsible for the
operation of its equipment at such local facility and shall provide 7 days
and 24 hours of facility management and maintenance at the Destia Location.
4.3 IDX shall be responsible to procure, at its own expense, all necessary,
switching and multiplexer equipment to be located in the IDX
Interconnection Location to provide voice compression & o decompression
plus International Direct Distance Dialing. This equipment shall remain the
property, of IDX. IDX shall provide 7 days and 24 hours of facility
management and maintenance at the IDX Location.
4.4 The cost of a link will be paid by the party using it. The Parties shall
coordinate the management of their respective system facilities, with each
Party being responsible for providing and operating, at its own expense,
its respective network facilities. The Parties also shall Interface on a 24
hours/7 days a week basis to assist each other with the isolation and
repair of any facility faults in their respective networks, and with the
identification investigation and mitigation of real time traffic flow
problems to/from any service destination.
4.5 Destia shall provide prompt and accurate traffic forecasting information in
accordance with the requirements outlined below in order to allow the
efficient provisioning of the Services. Initial forecasts shall be provided
prior to the Services Date and periodically thereafter, though not more
frequently than every 90 days, as may be reasonably requested by IDX. Such
forecasts shall be in a form satisfactory to IDX and shall specify, traffic
volumes, daily and seasonal profiles, and peak periods for each
Destination. IDX understands and acknowledges that such forecasts shall
represent a good faith effort by Destia to estimate its traffic based on
historical patterns and anticipated pricing and are not intended to be a
promise by Destia to provide traffic in such patterns or amounts.
4.6 IDX reserves the right to cancel and/or temporarily suspend any of all of
the IDX Services if Destia engages in activities which, in the reasonable
opinion of IDX, may cause disruption of service or damage to IDX's network
of facilities. IDX shall use commercially reasonable efforts to provide
Destia with advance notice of such suspension and or cancellation and in
any case shall endeavor to provide written confirmation of such suspension
and or cancellation within a commercially reasonable time thereafter.
5. PRICING AND BILLING
5.1 For the IDX Services provided pursuant to the Agreement. Destia shall pay
IDX the rates (the "Rates") by IDX Destination set forth in Annex 2-A
attached hereto, which Rates may be adjusted by IDX from time to time by
providing seven (7) days prior written notice to Destia. The IDX Rates
shall hereinafter be referred to as the "Rates."
5.2 As soon as practicable after the end of each month, IDX shall submit
invoices to Destia for the services provided hereunder. Such invoices shall
be based on the chargeable duration of the calls routed pursuant to this
Agreement. The invoice will include traffic by destination, tariffs by
Page 2 of 8
<PAGE>
IDX Services Agreement with Destia Communications Services, Inc.
destination and total amount due. For purposes of this Agreement, IDX
Services chargeable calls shall begin when IDX receives answer supervision.
5.3 All amounts due hereunder shall be payable to IDX in U.S. dollars in
immediately available funds within thirty, (30) days of the date of receipt
of the invoice, except as agreed to by both the Parties. If Destia in good
faith disputes any invoiced amount, it shall submit to IDX within sixty
(60) days following receipt of such disputed invoice, written documentation
identifying the minutes and/or rates which are in dispute. The Parties
shall investigate the matter. Any amounts due hereunder that are not paid
when due shall accrue interest at the rate of one and one-half percent
(1.5%) per month, compounded daily, beginning with the day following the
date on which payment was due, and continuing until paid in full.
5.4 IDX may at any time require Destia hereto to issue an irrevocable letter of
credit or other form of security acceptable to both IDX and Destia, if
Destia's financial circumstances or payment history is or becomes
unacceptable to IDX based upon reasonable supporting evidence.
5.5 All Rates and other charges due hereunder are exclusive of all applicable
taxes, including value added tax, sales taxes, and duties or levies imposed
by any authority, government or government agency, all of which shall be
paid promptly when due by the party purchasing services hereunder.
6. TERMINATION
6.1 In addition to any other rights at law or in equity, either party may
terminate this Agreement immediately in the event that (i) the other party
becomes insolvent or bankrupt, or ceases paying its debts generally as they
mature; or (iii) the other party commits a breach of any of the terms of
this Agreement (other than a breach of a payment obligation as addressed In
6.2 below) and fails to remedy such breach within thirty (30) days after
receipt of written notice thereof from IDX or (iii) any governmental entity
having jurisdiction over the telecommunications service provided under this
Agreement determines that the relationship of the Parties and/or
telecommunications services provided hereunder are contrary, to then
existing laws.
6.2 IDX may terminate this Agreement immediately in the event that Destia fails
to make any payment when due hereunder.
6.3 In the event of any termination pursuant to this Article 6. Destia shall
pay the applicable Rates for any Services rendered through and including
the date of termination.
7. LIMITATION OF LIABILITY; QUALITY OF SERVICE
7.1 The parties recognize that IDX has no control over how a foreign
administration or third part?' carrier establishes its own roles and
conditions pertaining to international telecommunications services. The
Parties agree that IDX shall not be liable for any loss or damage sustained
by Destia. its interconnecting carriers, or its end users due to any
failure in or breakdown of the communication facilities associated with
providing services hereunder, for any interruption or degradation of such
services, whatsoever shall be the cause or duration thereof.
7.2 In no event will IDX be liable to Destia for consequential, special, or
indirect losses or damages, howsoever arising: and whether under contract,
tort, or otherwise, including, without limitation. third party claims, loss
of profits, or loss of or damage to Destia's reputation or goodwill.
7.3 IDX will use reasonable efforts under the circumstances to maintain its
overall network quality. The quality, of telecommunications service
provided hereunder shall be consistent with other common carrier industry,
standards, government regulations and sound business practices.
Page 3 of 8
<PAGE>
IDX Services Agreement with Destia Communications Services. Inc.
8. ASSIGNMENT
This Agreement is personal to the Parties and may not be assigned or
transferred by either Party without the prior written consent of the other
Party. Such consent may not be unreasonably withheld, except that the
parties agree that IDX may assign this Agreement without consent to any
affiliate or successor in interest whether by merger, reorganization, or
transfer of all or substantially all of its assets.
9. FORCE MAJEURE
No failure or omission by either Party to carry out or observe any of the
terms and conditions of this Agreement (other than any payment obligation)
shall give rise to any claim against such Party or be deemed a breach of
this Agreement, if such failure or omission arises from an act of God, an
act of Government or any other circumstance commonly known as force
majeure.
10. CONFIDENTIALITY
10.1 For a period of two (2) years from the date of disclosure thereof, each
Party shall maintain the confidentiality, of all information or data of any
nature ("Information") provided to it by the other Party hereto provided
such information contains a conspicuous marking ideal identifying it as
"Confidential" or" Proprietary." Each Party shall use the same efforts (but
in no case less than reasonable efforts) to protect the Information it
receives hereunder as it accords to its own Information. The above
requirements shall not apply to Information which is already in the
possession of the receiving Party through no breach of an obligation of
confidentiality, to the disclosing Party or any third Party, is already
publicly available through no breach of this Article 10. or has been
previously independently developed by the receiving Party. This Agreement
shall not prevent any disclosure of Information pursuant to applicable law
or regulation, provided that prior to making such disclosure, the receiving
Party uses reasonable efforts to notify the other Party of the required
disclosure. All Information provided by any Party to the other hereunder
shall be used solely for the purpose for which it is supplied.
10.2 Neither Party shall (i) refer to itself as an authorized representative of
the other Party in promotional, advertising, or other materials. (ii) use
the other Party's logos, trade marks, service marks, or any variations
thereof in any of its promotional, advertising, or other materials, or
(iii) release any public announcements referring to the other Party of this
Agreement without fist having obtained such Party's Prior written consent.
11. NOTICE
11.1 All notices, requests, or other communications hereunder shall be in
writing, addressed to the parties as follows:
If to Destia: Destia Communications Services. Inc,
95 Route 17 South
Paramus. New Jersey 07652
Attention: General Counsel
Tel: 201-226-4500
Fax: 201-226-4575
If to IDX: IDX International, Inc.
Page 4 of 8
<PAGE>
IDX Services Agreement with Destia Communications Services, Inc.
11410 Isaac Newton Square North, Suite 100
Reston, Virginia 20190
Attention: Chief Operating Officer
Tel: 1-703-787-5727
Fax: 1-703-787-9006
11.2 Notices mailed by registered or certified mail shall be conclusively deemed
to have been received by the addressee on the fifth business day following
the mailing of sending thereof. Notices sent by telex or facsimile shall be
conclusively deemed to have been received when the delivery confirmation is
received. If either Party wishes to alter the address to which
communications to it are sent, it may do so by providing the new address in
writing to the other Party.
12. COMPLIANCE WITH LAWS
12.1 Destia shall not use the Services in any manner or for any purpose which
constitutes a violation of o applicable laws or the laws of any foreign
jurisdiction in which the Services are being provided. This Agreement and
the continuance hereof by the Parties is contingent upon the obtaining and
the continuance of such approvals, consents, governmental and regulatory
authorizations, licenses and permits as may be required or deemed necessary
by the Parties, and the Parties shall use commercially reasonable efforts
to obtain and maintain the same in full force and effect. Destia further
agrees to refrain from engaging in sales, advertising or marketing within
or outside of the United States which IDX believes could impair its or its
affiliates' relationship with any overseas authority.
12.2 The Parties acknowledge that this Agreement is subject to Section 211 of
the Communications Act, as amended, and shall govern IDX's provision of the
IDX Services to Destia. The Parties also understand and agree that the
terms and conditions herein shall, in all cases, supersede any terms set
forth in any IDX tariff on file and then in effect with the Federal
Communications Commission.
13. MISCELLANEOUS
13.1 Any article or any provision of this Agreement which is or becomes illegal,
invalid, or unenforceable shall be severed herefrom and shall be
ineffective to the extent of such illegality, invalidity, or
unenforceability but shall not affect or impair the enforceability of the
remaining provisions herein. All valid provisions shall be considered
severed from any illegal invalid, or unenforceable Article or provision of
this Agreement and shall otherwise remain in full force and effect.
13.2 No waiver by either Party to any provisions of this Agreement shall be
binding unless made in writing. Any such waiver shall relate only to such
specific matter, non-compliance or breach to which it relates to and shall
not apply to any subsequent matter, non-compliance or breach.
13.3 The relationship between the Parties shall be that of parties contracting
independently at arms length and shall not be that of partners, and nothing
herein contained shall be deemed to constitute a partnership between them
or a merger of their assets or their fiscal or other liabilities or
undertakings. Neither Party shall have the right to bind the other Party,
except as expressly provided for herein.
13.4 This Agreement shall be governed by the laws of the Commonwealth of
Virginia, without reference to its principles of conflict of laws. Destia
irrevocably consents and submits to personal jurisdiction in the courts of
the Commonwealth of Virginia for all matters arising under this Agreement.
Page 5 of 8
<PAGE>
IDX Services Agreement with Destia Communications Services, Inc.
13.5 This Agreement may be executed in multiple counterparts, each of which
shall be deemed an original.
13.6 This Agreement, including the following Annexes:
Annex I-A IDX Services
Annex 2-A IDX Destinations and Rates
represents the entire understanding between the Parties in relation to the
matters herein and supersedes all previous agreements made between the
Parties, whether oral or written. This agreement can only be changed,
amended or modified by a writing signed by both Parties.
IN WITNESS WHEREOF, the Parties have executed this Agreement, in duplicate,
or caused this Agreement to be executed in duplicate by a duly authorized
officer, as of the date first above written.
IDX INTERNATIONAL, INC. DESTIA COMMUNICATIONS
SERVICES, INC.
By: /s/ Jose Marques By: /s/ Brett Lawrence
----------------------------- -------------------------------
Name: Jose Marques Name: Brett Lawrence
--------------------------- -----------------------------
Title: V.P. Business Development Title: V.P. and Asst. Gen. Counsel
-------------------------- ----------------------------
Page 6 of 8
<PAGE>
IDX Services Agreement with Destia Communications Services, Inc.
ANNEX 1-A
IDX SERVICES
1. International Direct Distance Dialing (IDDD) - IDX will provide facilities
to route international telecommunications traffic (IDDD type) and will
arrange with authorized international carriers to provide service to
various destinations around the world.
2.
Page 7 of 8
<PAGE>
IDX Services Agreement with Destia Communications Services, Inc.
ANNEX 2
IDX DESTINATIONS AND RATES
DESTINATION PRICE (US$) EFFECTIVE DATE
- ----------- ----------- --------------
China 0.2750 Now
China (Mobile) 0.4100 Now
Hong Kong 0.0440 Now
Indonesia (Jakarta) 0.1400 Now
Indonesia (Rest) * 0.3400 Now
Ireland (Dublin) 0.0550 Now
Ireland (Rest) 0.0650 Now
Ireland (Mobile) 0.1200 Now
Philippines (Manila) 0.2050 Now
Philippines (Rest) 0.2300 Now
Philippines (Mobile) 0.2800 Now
Singapore 0.1125 Now
Singapore (Mobile) 0.2500 Now
Taiwan (Taipei) 0.0850 Now
Taiwan (Rest) 0.1200 Now
Taiwan (Mobile) 0.1900 Now
Vietnam * 0.7000 Now
o Mobile traffic upon request
o All charges: 30/06 seconds
Page 8 of 8
EXHIBIT 10.30
RECIPROCAL TELECOMMUNICATIONS SERVICES AGREEMENT
[VTS INTERNATIONAL TERMINATION]
THIS TELECOMMUNICATIONS SERVICES AGREEMENT ("Agreement") is entered into on June
23, 1998 (the "Effective Date"), between:
TELEGLOBE USA INC., a Delaware corporation having a business address at 1751
Pinnacle Drive, McLean, Virginia 22102 (hereinafter "Teleglobe"); and
IDX INTERNATIONAL, INC., a Virginia corporation having a business address at
12015 Lee Jackson Highway, Fairfax, Virginia 22033 (hereinafter "IDX");
and with Teleglobe, collectively referred to as the "Parties" and individually,
a "Party".
W I T N E S S E T H:
WHEREAS, Teleglobe and IDX are providers of international telecommunications
services; and
WHEREAS, IDX desires to purchase certain telecommunications services provided by
Teleglobe and Teleglobe desires to purchase certain telecommunications services
provided by IDX all as more fully described herein on the terms and conditions
contained herein;
NOW THEREFORE, the Parties, in consideration of the mutual covenants and
agreements hereinafter set forth, agree as follows:
1. DESCRIPTION OF SERVICES
1.1 Teleglobe, either directly or through its authorized affiliates or
underlying carriers, shall provide those telecommunications switching
services and facilities to IDX to route IDX's international
telecommunications traffic to and from various destinations around the
world, as more particularly described in Annex 1-A attached hereto (the
"Teleglobe Services"). IDX shall provide those telecommunications switching
services and facilities to Teleglobe to route Teleglobe's international
telecommunications traffic to and from various destinations around the
world as more particularly described in Annex 1-B attached hereto (the "IDX
Services"). Where applicable, the Teleglobe Services and the IDX Services
shall be hereinafter jointly referred to as the "Services". Additional
services may be added from time to time to this Agreement upon terms and
conditions to be mutually agreed upon by the Parties and to be included by
adding an amended Annex 1 to this Agreement.
1.2 The destinations offered by Teleglobe for the provision of the Teleglobe
Services are listed in Annex 2-A attached hereto (the "Teleglobe
Destinations"), which Destinations may be amended from time to time by
Teleglobe by providing IDX with seven (7) days prior written notice. The
destinations offered by IDX for the provision of the IDX Services are
listed in Annex 2-B attached hereto (the "IDX Destinations"), which
Destinations may be amended from time to time by IDX by providing Teleglobe
with seven (7) days prior written notice. Where applicable, the Teleglobe
Destinations and the IDX Destinations are hereinafter jointly referred to
as the "Destinations".
2. TERM
2.1 This Agreement shall commence on the Effective Date and shall continue for
an initial term ("Term") of one (1) year. Thereafter this Agreement shall
remain in effect unless terminated by either Party by providing a written
six (6) months notice of termination to the other Party.
1
<PAGE>
2.2 The Parties shall endeavor to provide the Teleglobe Services and IDX
Services on the respective dates of completion of testing (the "Service
Date"), and each Party shall notify the other Party when such testing for
its respective service is completed.
3. VOLUME COMMITMENT
As of the Service Date, IDX shall send annually to the Destinations, via
Teleglobe's facilities, the minimum volume of minutes of traffic, if any,
set forth in Annex 2-A.
4. OPERATIONAL AND COMMERCIAL MATTERS
4.1 The point of interconnection with IDX for the provision of Teleglobe
Services by Teleglobe and the provision of IDX services by IDX shall be at
60 Hudson, Room 1206, New York, New York (the "lnterconnection Location").
IDX shall be responsible to procure, at its own expense, the necessary
facilities or equipment required to deliver IDX traffic to Teleglobe's
facilities at 60 Hudson. Teleglobe shall be responsible to procure, at its
own expense, the necessary facilities or equipment required to deliver
Teleglobe traffic to IDX's facilities at 60 Hudson.
4.2 The Parties shall coordinate the management of their respective system
facilities, with each Party being responsible for providing and operating,
at its own expense, its respective network facilities. The Parties also
shall interface on a 24 hours/7 days a week basis to assist each other with
the isolation and repair of any facility faults in their respective
networks, and with the identification, investigation and mitigation of real
time traffic flow problems to/from any service destination.
4.3 The Parties shall exchange prompt and accurate traffic forecasting
information in order to allow the efficient provisioning of the Services.
Initial forecasts shall be provided by each party prior to the Services
Date and periodically thereafter as may be reasonably requested by either
party. Such forecasts shall be in a form satisfactory to the Parties and
shall specify the traffic volumes, daily and seasonal profiles and peak
periods for each Destination.
4.4 Teleglobe reserves the right to cancel and/or temporarily suspend any or
all of the Teleglobe Services if IDX engages in activities which, in the
reasonable opinion of Teleglobe, may cause disruption or damage to
Teleglobe's network of facilities. Teleglobe shall use commercially
reasonable efforts to provide IDX with advance notice of such suspension
and or cancellation and in any case shall endeavor to provide written
confirmation of such suspension and or cancellation within a commercially
reasonable time thereafter.
5. PRICING AND BILLING
5.1 For the Teleglobe Services provided pursuant to this Agreement, IDX shall
pay Teleglobe the rates (the "Rates") by Teleglobe Destination set forth in
Annex 2-A attached hereto which Rates may be adjusted by Teleglobe from
time to time by providing seven (7) days prior written notice to IDX. For
the IDX Services provided pursuant to this Agreement Teleglobe shall pay
IDX the rates (the "IDX Rates") by IDX Destination set forth in Annex 2-B
attached hereto which IDX Rates may be adjusted by IDX from time to time by
providing seven (7) days prior written notice to Teleglobe. The Teleglobe
Rates and the IDX Rates shall hereinafter be jointly referred to as the
"Rates".
5.2 As soon as practicable after the end of each month, the Parties shall
submit invoices to each other on a monthly basis for their respective
services provided hereunder. Such invoices shall be based on the chargeable
duration of the calls routed pursuant to this Agreement. The invoice will
include traffic by destination, tariffs by destination and total
2
<PAGE>
amount due. For purposes of this Agreement, Teleglobe Services chargeable
calls shall begin when Teleglobe receives answer supervision, and IDX
Services chargeable calls shall begin when IDX receives answer supervision.
5.3 All amounts due hereunder by either party shall be payable to the provider
of services in U.S. Dollars in immediately available funds within fifteen
(15) days of the date of invoice. If either party in good faith disputes
any invoiced amount, it shall submit to the invoicing party within sixty
(60) days following receipt of such disputed invoice, written documentation
identifying the minutes and/or rates which are in dispute. The Parties
shall investigate the matter and upon mutual agreement a credit against
future invoices may be issued by the invoicing party. Any amounts due
hereunder that are not paid when due shall accrue interest at the rate of
one and one-half percent (1.5%) per month, compounded daily, beginning with
the day following the date on which payment was due, and continuing until
paid in full. The Parties may, subject to their mutual agreement in
writing, offset amounts owing hereunder.
5.4 Either party may at any time require the other party hereto to issue a
deposit, irrevocable letter of credit or other form of security acceptable
to such party if the other party's financial circumstances or payment
history is or becomes unacceptable to such party based upon reasonable
supporting evidence.
5.5 All Rates and other charges due hereunder are exclusive of all applicable
taxes, including value added tax, sales taxes, and duties or levies imposed
by any authority, government or government agency, all of which shall be
paid promptly when due by the party purchasing services hereunder.
6. TERMINATION
6.1 In addition to any other rights at law or in equity, either party may
terminate this Agreement immediately in the event that the other party (i)
fails to make any payment when due hereunder; (ii) becomes insolvent or
bankrupt or ceases paying its debts generally as they mature; or (iii)
commits a breach of any of the terms of this Agreement (other than a breach
of a payment obligation as addressed in (I) above) and fails to remedy such
breach within thirty (30) days after receipt of written notice thereof from
the non-breaching party.
6.2 In the event of any termination pursuant to this Article 6, both Parties
shall pay the applicable Rates for any Services rendered through and
including the date of termination as well as any amounts due on account of
any minimum volume commitment obligations and Shortfall charges, if any,
arising pursuant to Annex 2-A.
7. LIMITATION OF LIABILITY
7.1 The Parties recognize that neither party has control over how a foreign
administration or third party carrier establishes its own rules and
conditions pertaining to international telecommunications services. The
Parties agree that neither party shall be liable for any loss or damage
sustained by the other party hereto, its interconnecting carriers or its
end users due to any failure in or breakdown of the communication
facilities associated with providing services hereunder, for any
interruption or degradation of such services whatsoever shall be the cause
or duration thereof.
7.2 In no event shall either Party be liable to the other for consequential,
special or indirect losses or damages howsoever arising and whether under
contract, tort or otherwise (including, without limitation, third party
claims, loss of profits, loss of customers, or damage to reputation or
goodwill).
3
<PAGE>
8. ASSIGNMENT
This Agreement is personal to the Parties hereto and may not be assigned or
transferred by either Party without the prior written consent of the other
Party which will not be unreasonably withheld or delayed; except that
Teleglobe may assign this Agreement without consent to any affiliated
entity or successor in interest whether by merger, reorganization, or
transfer of all or substantially all of its assets or otherwise.
9. FORCE MAJEURE
No failure or omission by either Party to carry out or observe any of the
terms and conditions of this Agreement (other than any payment obligation)
shall give rise to any claim against such Party or be deemed a breach of
this Agreement if such failure or omission arises from an act of God, an
act of Government, or any other circumstance commonly known as force
majeure.
10. CONFIDENTIALITY
10.1 For a period of two (2) years from the date of disclosure thereof, each
Party shall maintain the confidentiality of all information or data of any
nature ("Information") provided to it by the other Party hereto provided
such Information contains a conspicuous marking identifying it as
"Confidential" or "Proprietary". Each Party shall use the same efforts (but
in no case less than reasonable efforts) to protect the Information it
receives hereunder as it accords to its own Information. The above
requirements shall not apply to Information which is already in the
possession of the receiving Party through no breach of an obligation of
confidentiality to the disclosing Party or any third Party, is already
publicly available through no breach of this Article 10, or has been
previously independently developed by the receiving Party. This Agreement
shall not prevent any disclosure of Information pursuant to applicable law
or regulation, provided that prior to making such disclosure, the receiving
Party shall use reasonable efforts to notify the disclosing Party of this
required disclosure. All Information provided by any Party to the other
hereunder shall be used solely for the purpose for which it is supplied.
10.2 Without the prior written consent of the other Party hereto, neither Party
shall (i) refer to itself as an authorized representative of the other
Party hereto in promotional, advertising, or other materials, (ii) use the
other Party's Iogos, trade marks, service marks, or any variations thereof
in any of its promotional, advertising, or other materials, or (iii)
release any public announcements referring to the other Party or this
Agreement without first having obtained such Party's prior written consent.
11. NOTICE
11.1 All notices, requests, or other communications hereunder shall be in
writing, addressed to the parties as follows:
If to IDX: IDX International, Inc.
12015 Lee Jackson Highway
Fairfax, Virginia 22033
Attention: Jeff Gee, Executive Vice President
Facsimile: (703) 385-9134
4
<PAGE>
If to Teleglobe: Teleglobe USA Inc.
1751 Pinnacle Drive, Suite 1600
McLean, Virginia 22102
Attention: Vice President, General Manager
Facsimile: (703) 714-6653
11.2 Notices mailed by registered or certified mail shall be conclusively deemed
to have been received by the addressee on the fifth business day following
the mailing of sending thereof. Notices sent by telex or facsimile shall be
conclusively deemed to have been received when the delivery confirmation is
received. If either Party wishes to alter the address to which
communications to it are sent, it may do so by providing the new address in
writing to the other Party.
12. COMPLIANCE WITH LAWS
12.1 The Parties shall not use the Services in any manner or for any purpose
which constitutes a violation of applicable laws or the laws of any foreign
jurisdiction in which the Services are being provided. This Agreement and
the continuance hereof by the Parties is contingent upon the obtaining and
the continuance of such approvals, consents, governmental and regulatory
authorizations, licenses and permits as may be required or deemed necessary
by the Parties, and the Parties shall use commercially reasonable efforts
obtain and continue same in full force and effect. IDX further agrees to
refrain from engaging in sales, advertising or marketing within or outside
of the United States which Teleglobe believes could impair its or its
affiliates' relationship with any overseas authority or carrier.
12.2 The Parties acknowledge that this Agreement is subject to Section 211 of
the Communications Act, as amended, and shall govern Teleglobe's provision
of the Teleglobe Services to IDX. The Parties also understand and agree
that the terms and conditions hereof shall, in all cases, supersede any
terms set forth in any Teleglobe tariff on file and then in effect with the
Federal Communications Commission.
12.3 This Agreement and the continuance hereof by the Parties is contingent upon
the obtaining and the continuance of such approvals, consents, governmental
and regulatory authorizations, licenses and permits as may be required or
deemed necessary by the Parties, and the Parties shall use commercially
reasonable efforts obtain and continue same in full force and effect.
13. MISCELLANEOUS
13.1 Any Article or any other provision of this Agreement which is or becomes
illegal, invalid or unenforceable shall be severed herefrom and shall be
ineffective to the extent of such illegality, invalidity or
unenforceability and shall not affect or impair the remaining provisions
hereof, which provisions shall be severed from any illegal, invalid or
unenforceable Article or any other provision of this Agreement and shall
otherwise remain in full force and effect.
13.2 No waiver by either Party to any provisions of this Agreement shall be
binding unless made in writing, any such waiver shall relate only to such
specific matter, non-compliance or breach to which it relates to and shall
not apply to any subsequent matter, non-compliance or breach.
13.3 The relationship between the Parties shall not be that of partners, and
nothing herein contained shall be deemed to constitute a partnership
between them or a merger of their assets or their fiscal or other
liabilities or undertakings. Neither Party shall have the right to
5
<PAGE>
bind the other Party, except as expressly provided for herein.
13.4 This Agreement shall be governed by the laws of the Commonwealth of
Virginia, without reference to its principles of conflict of laws. IDX
irrevocably consents and submits to personal jurisdiction in the courts of
the Commonwealth of Virginia for all matters arising under this Agreement.
13.5 This Agreement may be executed in multiple counterparts, each of which
shall be deemed an original.
13.6 This Agreement, including the following Annexes:
Annex 1-A Teleglobe Services
Annex 1-B IDX Services
Annex 2-A Teleglobe Destinations and Rates
Annex 2-B IDX Destinations and Rates
represents the entire understanding between the Parties in relation to the
matters herein and supersedes all previous agreements made between the
Parties, whether oral or written. This Agreement may only be modified by a
writing signed by both Parties.
IN WITNESS WHEREOF, the Parties have executed this Agreement in duplicate,
or caused this Agreement to be executed in duplicate by a duly authorized
officer, as of the date first above written.
TELEGLOBE USA-INC. IDX INTERNATIONAL, INC.
By: /s/ John Cole II By: /s/ Jeffey J. Gee
- ---------------------------------- ---------------------------------------
Name: John Cole II Name: Jeffey J. Gee
- ---------------------------------- ---------------------------------------
Title: PRESIDENT Title: EXECUTIVE VICE PRESIDENT
- ---------------------------------- ---------------------------------------
APPROVED
TELEGLOBE
Law Department
?? for 6/24/98
6
<PAGE>
ANNEX 1-A
TELEGLOBE SERVICES
1. International Direct Distance Dialing (IDDD) -- Teleglobe will connect
facilities to route international telecommunications traffic (IDDD type)
and will arrange with authorized international carriers to provide service
to various destinations around the world.
7
<PAGE>
ANNEX 1-B
IDX SERVICES
1. International Direct Distance Dialing (IDDD) -- IDX will connect facilities
to route international telecommunications traffic (IDDD type) and will
arrange with authorized international carriers to provide service to
various destinations around the world.
8
<PAGE>
ANNEX 2-A ,
TELEGLOBE DESTINATIONS AND RATES
1.0 DESTINATIONS AND RATES
Destination Price Effective Date
----------- ----- --------------
(US$)
2.0 MINIMUM VOLUME COMMITMENT
NONE
9
<PAGE>
ANNEX 2
DESTINATIONS AND SERVICE PRICING
IMTS RATES PER MINUTE IN US DOLLARS FOR
IDX INTERNATIONAL INC.
DESTINATIONS COUNTRY CODES RATES
- ------------ ------------- -------
Albania 355 $0.3000
Algeria 213 $0.3400
American Samoa 684 $0.4600
Andorra 376 $0.3100
Angola 244 $0.4900
Anguilla 809497 $0,4400
Antarctica 0 $0.2900
Antigua & Barbuda 809460 $0.4300
Argentina 54 $0.4300
Argentina - Buenos Aires 541 $0.4700
Armenia 374 $0.5200
Aruba 297 $0.3500
Ascension Island 247 $0.6200
Australia 61 $0,0950
Austria 43 $0.1550
Azerbaijan 994 $0.3375
Bahamas 809321 $0.2175
Bahrain 973 $0.6200
Bangladesh 880 $0.8100
Barbados 809228 $0.4700
Belarus 375 $0.3400
Belgium 32 $0.1350
Belize 501 $0.6400
Benin 229 $0.5500
Bermuda 809231 $0.2250
Bhutan 975 $0,6400
Bosnia-Hercegovina 387 $0.3800
Botswana 267 $0.4400
Brazil 55 $0.4000
Brazil (Mobile) $0.4000
Brazil (Rio De Janeiro 5521 $0.4000
Brazil (Sao Paolo) 5511 $0.4000
British Virgin Islands 809275 $0.3150
Bulgaria 359 $0.2800
Burkina Faso 226 $0.5500
Burundi 257 $0.5400
Cambodia 855 $0.7700
Cameroon 237 $0.6000
Canada (Rest of) $0.0700
- -----------------------------------------------------------------------------
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<PAGE>
ANNEX 2
DESTINATIONS AND SERVICE PRICING
IMTS RATES PER MINUTE IN US DOLLARS FOR
IDX INTERNATIONAL INC.
DESTINATIONS COUNTRY CODES RATES
- ------------ ------------- -----
Canada - Codes 416,514,905 $0.0500
Canary Isl 34 $0.2800
Cape Verde 238 $0.4900
Cayman Islands 809945 $0.3300
Central African Republic 236 $0.7800
Chad 235 $0.9400
Chile 56 $0.2500
China 86 $0.4800
Christmas Islands 672 $0.3100
Cocos Islands $0.2500
Colombia 57 $0.4600
Colombia (Bogota) 571 $0.3800
Colombia -Cali 5723 $0.4500
Colombia - Medallin 574 $0.3700
Comoros 269 $0.7000
Congo 242 $0.6200
Cook Islands 682 $0.8800
Costa Rica 506 $0.3900
Croatia 385 $0.2800
Cuba 53 $0.5300
Cuba - Guantanamo 53 $0.5300
Cyprus 357 $0.2900
Czech Republic 42 $0.2600
Denmark 45 $0.1100
Diego Garcia 246 $0.6500
Djibouti 253 $0.6400
Dominica 596 $0.5300
Dominican Republic 809220 $0.2450
Ecuador 593 $0.5000
Egypt 20 $0.6200
El Salvador 503 $0,4000
Equatorial Guinea 240 $0.8100
Eritrea 297 $0.9100
Estonia 372 $0.2900
Ethiopia 251 $0.8200
Falkland Islands 500 $0.5000
Faroe Islands 298 $0.2900
Fiji 679 $0.7000
Finland 358 $0.1500
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<PAGE>
ANNEX 2
DESTINATIONS AND SERVICE PRICING
IMTS RATES PER MINUTE IN US DOLLARS FOR
IDX INTERNATIONAL INC.
DESTINATIONS COUNTRY CODES RATES
- ------------ ------------- -----
France 33 $0.1350
France - Paris 331 $0.1350
French Guiana 594 $0.4200
French Polynesia 689 $0.6000
Gabon 241 $0.5800
Gambia 220 $0.4100
Georgia 995 $0.6000
Germany 49 $0.0800
Germany - Frankfurt 4969 $0.0800
Germany - Mobile $0.1400
Ghana 233 $0.4800
Gibraltar 350 $0.3500
Greece 30 $0.3150
Greenland 299 $0.4400
Grenada 809440 $0.5200
Guadeloupe 809 $0.3500
Guam 671 $0.1200
Guatemala 502 $0.4750
Guinea 224 $0.4800
Guinea Bissau 245 $0.8800
Guyana 592 $0.6200
Haiti 509 $0.5000
Honduras 504 $0.4400
Hong Kong 852 $0.2100
Hungary 36 $0.2200
Iceland 354 $0.2250
India 86 $0.6800
India - Madras 8644 $0.6550
India - New Delhi 8611 $0.6400
Indonesia 62 $0.5100
Inmarsat A AOR 0 $6.5000
Iran 98 $0.6900
Iraq 964 $0.8600
Ireland 353 $0.1050
Ireland - Dublin 3531 $0.0900
Israel 972 $0.1900
Italy 39 $0.1450
Italy - Milan 392 $0,1450
Italy - Mobile $0.2000
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<PAGE>
ANNEX 2
DESTINATIONS AND SERVICE PRICING
IMTS RATES PER MINUTE IN US DOLLARS FOR
IDX INTERNATIONAL INC.
DESTINATIONS COUNTRY CODES RATES
- ------------ ------------- -----
Italy - Rome 396 $0.1450
Ivory Coast 225 $0.7700
Jamaica 809287 $0.5500
Japan 81 $0.2000
Japan (Tokyo) 813 $0.2000
Jordan 962 $0.5700
Kazakhstan 7 $0.5300
Kenya 254 $0.6300
Kiribati 686 $0.7300
Kuwait 965 $0.6900
Kyrghyzstan 7 $0.5400
Laos 856 $0,7200
Latvia 371 $0.3000
Lebanon 961 $0.6000
Lesotho 266 $0,4200
Liberia 231 $0.4600
Libya 218 $0.3200
Lithuania 370 $0.3600
Luxembourg 352 $0.1700
Macau 853 $0.4200
Macedonia 389 $0.4200
Madagascar 261 $0.6800
Malawi 265 $0.3800
Malaysia 60 $0.2675
Maldives 960 $0.6500
Mali 223 $0.7300
Malta 356 $0.2700
Mariana Islands 0 $0.4600
Marshall Islands 692 $0.4350
Martinique 809 $0.4100
Mauritania 222 $0.5000
Mauritius Island 230 $0.5800
Mayotte 269 $0.4800
Mexico (Off-Peak) 52 $0.3000
Mexico (Peak) 52 $0.3000
Mexico - Guadalajara 523 $0.2700
Mexico - Mexico City 525 $0.2800
Mexico - Monterrey 5283 $0.2700
Micronesia 691 $0.7000
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<PAGE>
ANNEX 2
DESTINATIONS AND SERVICE PRICING
IMTS RATES PER MINUTE IN US DOLLARS FOR
IDX INTERNATIONAL INC.
DESTINATIONS COUNTRY CODES RATES
- ------------ ------------- -----
Monaco 33 $0.1900
Mongolia 976 $0.9000
Montserrat 809491 $0.5500
Morocco 212 $0.4200
Mozambique 258 $0.5000
Myanmar (Burma) 95 $0.9100
Namibia 264 $0.4600
Nauru 674 $0.7200
Negara (Brunei) 673 $0.4500
Nepal 977 $0.7600
Netherland Antilles 599 $0.3000
Netherlands 31 $0.1400
New Caledonia 687 $0.5900
New Zealand 64 $0.1700
Nicaragua 505 $0.5400
Niger 227 $0.5600
Nigeria 234 $0.6500
Niue 683 $0.9300
Norfolk Island 672 $0.5400
North Korea 850 $0.7900
Norway 47 $0.1600
Oman 968 $0.7050
Pakistan (Off-Peak) 92 $0.7200
Pakistan (Peak) 92 $0.8000
Palau 680 $0.6600
Panama 507 $0.5400
Papua New Guinea 675 $0.4300
Paraguay 595 $0.5900
Peru 51 $0.5400
Philippines 63 $0.3200
Poland 48 $0.2500
Portugal 351 $0.3000
Puerto Rico 809 $0.1420
Qatar 974 $0.7150
Reunion Island 262 $0.4800
Romania 40 $0.4100
Russia 7 $0.3500
Russia - Moscow 7 $0.3500
Russia - Overlay $1.1100
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<PAGE>
ANNEX 2
DESTINATIONS AND SERVICE PRICING
IMTS RATES PER MINUTE IN US DOLLARS FOR
IDX INTERNATIONAL INC.
DESTINATIONS COUNTRY CODES RATES
- ------------ ------------- -----
Russia - St. Petersburg 7812 $0.3500
Rwanda 250 $0.8100
San Marino 378 $0.4100
Sao Tome & Principe 239 $0.9050
Saudi Arabia 966 $0.6900
Senegal 221 $0.8500
Serbia 381 $0.4050
Seychelles 248 $0.7300
Sierra Leone 232 $0.6800
Singapore 65 $0.3200
Slovakia 42 $0.2500
Slovenia 386 $0.2250
Soloman Islands 677 $0.7000
Somalia 252 $0.8500
South Africa 27 $0.4600
South Korea 82 $0.3000
Spain 34 $0.2500
Spain - Barcelona 343 $0.2200
Spain - Madrid 341 $0.2200
Sri Lanka 94 $0.7400
St. Helena 290 $0.6600
St. Kitts & Nevis 590 $0.4300
St. Lucia 809450 $0.5100
St. Pierre & Miquelon 508 $0.2800
St. Vincent & Grenadines 809456 $0.5900
Sudan 249 $0.4000
Suriname 597 $0.8300
Swaziland 268 $0.2000
Sweden 46 $0.0950
Switzerland 41 $0.1550
Syria 963 $0.5200
Taiwan 886 $0.3900
Tajikistan 7 $0.4300
Tanzania 255 $0.4800
Thailand 66 $0.4900
Togo 228 $0.6500
Tonga 676 $0.8100
Trinidad & Tobago 809622 $0.5550
Tunisia 216 $0.3700
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<PAGE>
ANNEX 2
DESTINATIONS AND SERVICE PRICING
IMTS RATES PER MINUTE IN US DOLLARS FOR
IDX INTERNATIONAL INC.
DESTINATIONS COUNTRY CODES RATES
- ------------ ------------- -----
Turkey 90 $0.3850
Turkmenistan 7 $0.6800
Turks & Caicos Islands 809941 $0.4400
Tuvalu 688 $0.6900
Uganda 256 $0.4300
Ukraine 380 $0.3800
United Arab Emirates 971 $0.5400
United Kingdom 44 $0.0400
United Kingdom - Mobil $0.1200
Uruguay 598 $0.5800
US Virgin Isl 809 $0.0800
USA - Contiguous $0.0500
Uzbekistan 7 $0.5600
Vanuatu 678 $0.6800
Venezuela 58 $0.3550
Vietnam 84 $0.8350
Wallis & Futuna 681 $0.3800
Western Samoa 685 $0.5800
Yemen 967 $0.6400
Zaire 243 $0.5800
Zambia 260 $0.6100
Zimbabwe 263 $0.3600
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EXHIBIT 10.31
IDX Services Agreement with CARRIER.
TELECOMMUNICATIONS SERVICES AGREEMENT
This TELECOMMUNICATIONS SERVICES AGREEMENT ("Agreement") is entered into on
September 1, 1999 (the "Effective Date"), between:
IDX INTERNATIONAL, INC., a Virginia corporation having a business address at
11410 Isaac Newton Square North, Suite 100, Reston, Virginia 20190 (hereinafter
"IDX"); and
TELEDENMARK USA, INC., a Delaware corporation having a business address at 50
Main Street, New York 10606 (hereinafter "CARRIER"); collectively referred to as
the "Parties" individually, a "Party".
WlTNESSETH:
WHEREAS, IDX is a provider of international telecommunications services; and
WHEREAS, CARRIER desires to purchase certain telecommunications services
provided by IDX and IDX desires to provide certain telecommunications services
to CARRIER all as more fully described on the terms and conditions contained
herein;
NOW THEREFORE, the Parties, in consideration of the mutual covenants and
agreements hereinafter set forth, agree as follows:
1. DESCRIPTION OF SERVICES
1.1 IDX, either directly or through its authorized affiliates or underlying
carriers, shall provide telecommunications services to CARRIER to route
CARRIER's international telecommunications traffic to and from various
destinations around the world, as more particularly described in Annex
1-A attached hereto (the "IDX Services"). Where applicable, the IDX
Services shall be hereinafter referred to as the "Services." Additional
services may be added from time to time to this Agreement upon terms
and conditions to be mutually agreed upon the Parties and may be
included by adding an amended Annex 1 to this Agreement.
1.2 The destinations offered by IDX for the providing Services are listed
in Annex 2-A attached hereto (the "IDX Destinations"), which
Destinations may be amended from time to time by IDX by providing
CARRIER with seven (7) days prior to written notice. Where applicable,
the IDX Destinations are hereinafter referred to as the "Destinations."
2. TERM
2.1 This Agreement shall commence on the Effective Date and shall continue
for an initial term ("Term") of one (1) year. Thereafter this Agreement
shall remain in effect unless terminated by either Party by providing a
written on (1) month notice of termination to the other party.
2.2 IDX shall endeavor to provide the IDX Services on the date of
completion of testing (the "Service Date"), and each Party shall notify
the other Party when such testing for service is completed.
3. OPERATIONAL AND COMMERCIAL MATTERS
3.1 The point of interconnection with CARRIER for the provision of IDX
Services by IDX shall be at CONNECTION POINT (the "IDX Interconnection
Location"). IDX will initially provide and pay for INBOUND T1s, and
CARRIER will initially provide and pay for OUTBOUND T1s.
<PAGE>
IDX Services Agreement with CARRIER.
3.2 CARRIER shall be responsible to procure, at its own expense, all
necessary switching and multiplexer equipment to be located in the
CARRIER Interconnection Location to provide voice compression &
decompression plus International Direct Distance Dialing. This
equipment shall remain the property of CARRIER. CARRIER agrees to
provide and be responsible for the operation of the local facility, and
shall provide 7 days and 24 hours of facility management and
maintenance at the CARRIER Location.
3.3 IDX shall be responsible to procure, at its own expense, all necessary,
switching and multiplexer equipment to be located in the IDX
Interconnection Location to provide voice compression & decompression
plus International Direct Distance Dialing. This equipment shall remain
the property of IDX. IDX shall provide 7 days and 24 hours of facility
management and maintenance at the IDX Location.
3.4 The cost of a link will be paid by the party using it. The Parties
shall coordinate the management of their respective system facilities,
with each Party being responsible for providing and operating, at its
own expense, its respective network facilities. The Parties also shall
interface on a 24 hours/7 days a week basis to assist each other with
the isolation and repair of any facility faults in their respective
networks, and with the identification, investigation and mitigation of
real time traffic flow problems to/from any service destination.
3.5 CARRIER shall provide prompt and accurate traffic forecasting
information in order to allow the efficient provisioning of the
Services. Initial forecasts shall be provided prior to the Services
Date and periodically thereafter as may be reasonably requested by IDX.
Such forecasts shall be in a form satisfactory to IDX and shall specify
traffic volumes, daily and seasonal profiles, and peak periods for each
Destination.
3.6 IDX reserves the right to cancel and/or temporarily suspend any of all
of the IDX Services if CARRIER engages in activities which, in the
reasonable opinion of IDX, may cause disruption of service or damage to
IDX's network of facilities. IDX shall use commercially reasonable
efforts to provide CARRIER with advance notice of such suspension and
or cancellation and in any case shall endeavor to provide written
confirmation of such suspension and or cancellation within a
commercially reasonable time thereafter.
4. PRICING AND BILLING
4.1 For the IDX Services provided pursuant to the Agreement, CARRIER shall
pay IDX the rates (the "Rates") by IDX Destination set forth in Annex
2-A attached hereto, which Rates may be adjusted by IDX from time to
time by providing seven (7) days prior written notice to CARRIER. The
IDX Rates shall hereinafter be referred to as the "Rates."
4.2 As soon as practicable after the end of each month. IDX shall submit
invoices to CARRIER for the services provided hereunder. Such invoices
shall be based on the chargeable duration of the calls routed pursuant
to this Agreement. The invoice will include traffic by destination,
tariffs by destination and total amount due. For purposes of this
Agreement, IDX Services chargeable calls shall begin when IDX receives
answer supervision.
4.3 All amounts due hereunder shall be payable to IDX in U.S. dollars in
immediately available funds within thirty (30) days of the date of
invoice, except as agreed to by the Parties. If CARRIER in good faith
disputes any invoiced amount, it shall submit to IDX within thirty (30)
days following receipt of such disputed invoice, written documentation
identifying the minutes and/or rates which are in dispute. The Parties
shall investigate the matter. Any amounts due hereunder that are not
paid when due shall accrue interest at the rate of one and one-half
percent (1.5%) per month, compounded monthly, beginning with the day
following the date on which payment was due, and continuing until paid
in full.
Page 2 of 7
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IDX Services Agreement with CARRIER.
4.4 IDX may at any time require the CARRIER hereto to issue a deposit,
irrevocable letter of credit or other form of security acceptable to
IDX, if CARRIER's financial circumstances or payment history is or
becomes unacceptable to IDX based upon reasonable supporting evidence.
4.5 All Rates and other charges due hereunder are exclusive of all
applicable taxes, including value added tax, sales taxes, and duties or
levies imposed by any authority, government or government agency, all
of which shall be paid promptly when due by the party purchasing
services hereunder.
5. TERMINATION
5.1 In addition to any other rights at law or in equity, either party may
terminate this Agreement immediately in the event that CARRIER (i)
fails to make any undisputed payment when due hereunder; (ii) becomes
insolvent or bankrupt, or ceases paying its debts generally as they
mature; or (iii) commits a breach of any of the terms of this Agreement
(other than a breach of a payment obligation as addressed in (i) above)
and fails to remedy such breach within thirty (30) days after receipt
of written notice thereof from IDX.
5.2 In the event of any termination pursuant to this Article 6, CARRIER
shall pay the applicable Rates for any Services rendered through and
including the date of termination as well as any amounts due account of
any minimum volume commitment obligations and Shortfall charges, if
any, arising pursuant to Annex 2-A.
6 LIMITATION OF LIABILITY
6.1 The parties recognize that IDX has no control over how a foreign
administration or third party carrier establishes its own rules and
conditions pertaining to international telecommunications services. The
Parties agree that IDX shall not be liable for any loss or damage
sustained by CARRIER, its interconnecting carriers, or its end users
due to any failure in or breakdown of the communication facilities
associated with providing services hereunder, for any interruption or
degradation of such services, whatsoever shall be the cause or duration
thereof.
6.2 In no event will IDX be liable to CARRIER for consequential, special,
or indirect losses or damages, howsoever arising; and whether under
contract, tort or otherwise, including, without limitation, third
party, claims, loss of profits, or loss of or damage to CARRIER's
reputation or goodwill.
7. ASSIGNMENT
This Agreement is personal to the Parties and may not be assigned or transferred
by either Party, without the prior written consent of the other Party. Such
consent may not be unreasonably withheld, except that the parties agree that
either party may assign this Agreement without consent to any affiliated entity
or successor in interest whether by merger, reorganization, or transfer of all
or substantially all of its assets.
8. FORCE MAJEURE
No failure or omission by either Party, to carry out or observe any of the terms
and conditions of this Agreement (other than any payment obligation) shall give
rise to any claim against such Party or be deemed a breach of this Agreement, if
such failure or omission arises from an act of God, an act of Government, or any
other circumstance commonly known as force majeure.
9. CONFIDENTIALITY
9.1 For a period of one year (1) years from the date of disclosure thereof,
each Party shall maintain the confidentiality, of all information or
data of any nature ("Information") provided to it by the other
Page 3 of 7
<PAGE>
IDX Services Agreement with CARRIER.
Party hereto provided such information contains a conspicuous marking
identifying it as "Confidential" or" Proprietary." Each Party shall use
the same efforts (but in no case less than reasonable efforts) to
protect the Information it receives hereunder as it accords to its own
Information. The above requirements shall not apply to Information
which is already in the possession of the receiving Party through no
breach of an obligation of confidentiality to the disclosing Party or
any third Party, is already publicly available through no breach of
this Article 10, or has been previously independently developed by the
receiving Party. This Agreement shall not prevent any disclosure of
Information pursuant to applicable law or regulation, provided that
prior to making such disclosure, the receiving Party uses reasonable
efforts to notify the other Party of the required disclosure. All
Information provided by any Party to the other hereunder shall be used
solely for the purpose for which it is supplied.
9.2 Neither Party shall (i) refer to itself as an authorized representative
of the other Party in promotional, advertising, or other materials,
(ii) use the other Party's logos, trade marks, service marks, or any
variations thereof in any of its promotional, advertising, or other
materials, or (iii) release any public announcements referring to the
other Party of this Agreement without first having obtained such
Party's Prior written consent.
10 NOTICE
10.1 All notices, requests, or other communications hereunder shall be in
writing, addressed to the parties as follows:
If to CARRIER: TeleDenmark USA, Inc
50 Main Street
White Plains, NY 10606
Attention: President
Tel: 914 289 0100
Fax: 914 280 0105
If to IDX: IDX International, Inc.
11410 Isaac Newton Square North, Suite 100
Reston, Virginia 20190
Attention: Chief Operating Officer
Tel: 1-703-787-5727
Fax: 1-703-787-9006
10.2 Notices mailed by registered or certified mail shall be conclusively
deemed to have been received by the addressee on the fifth business day
following the mailing of sending thereof. Notices sent telex or
facsimile shall be conclusively deemed to have been received when the
delivery confirmation is received. If either Party, wishes to alter the
address to which communications to it are sent, it may do so by
providing the new address in writing to the other Party.
11. COMPLIANCE WITH LAWS
11.1 CARRIER shall not use the Services in any manner or for any purpose
which constitutes a violation of applicable laws or the laws of any
foreign jurisdiction in which the Services are being provided. This
Agreement and the continuance hereof by the Parties is contingent upon
the obtaining and the continuance of such approvals, consents,
governmental and regulatory authorizations, licenses and permits as may
be required or deemed necessary by the Parties, and the Parties shall
use commercially reasonable efforts to obtain and maintain the same in
full force and effect. CARRIER further agrees to refrain from engaging
in sales, advertising or marketing within or outside of the United
States which IDX believes could impair its or its affiliates'
relationship with any overseas authority.
Page 4 of 7
<PAGE>
IDX Services Agreement with CARRIER.
11.2 The Parties acknowledge that this Agreement is subject to Section 211
of the Communications Act, as amended, and shall govern IDX's provision
of the IDX Services to CARRIER. The Parties also understand and agree
that the terms and conditions herein shall, in all cases, supersede any
terms set forth in any IDX tariff on file and then in effect with the
Federal Communications Commission.
12. MISCELLANEOUS
12.1 Any article or any provision of this Agreement which is or becomes
illegal, invalid, or unenforceable shall be severed herefrom and shall
be ineffective to the extent of such illegality, invalidity, or
unenforceability but shall not affect or impair the enforceability of
the remaining provisions herein. All valid provisions shall be
considered severed from any illegal, invalid, or unenforceable Article
or provision of this Agreement and shall otherwise remain in full force
and effect.
12.2 No waiver by either Party to any provisions of this Agreement shall be
binding unless made in writing. Any such waiver shall relate only to
such specific matter, non-compliance or breach to which it relates to
and shall not apply to any subsequent matter, non-compliance or breach.
12.3 The relationship between the Parties shall not be that of partners, and
nothing herein contained shall be deemed to constitute a partnership
between them or a merger of their assets or their fiscal or other
liabilities or undertakings. Neither Party shall have the right to bind
the other Party, except as expressly provided for herein.
12.4 This Agreement shall be governed by the laws of the State of New York,
without reference to its principles of conflict of laws. CARRIER
irrevocably consents and submits that any disputes regarding this
agreements shall be resolved by arbitration governed by the laws of the
State of New York.
12.5 This Agreement may be executed in multiple counterparts, each of which
shall be deemed an original.
12.6 This Agreement, including the following Annexes:
Annex 1-A IDX Services
Annex 2-A IDX Destinations and Rates
represents the entire understanding between the Parties in relation to
the matters herein and supersedes all previous agreements made between
the Parties, whether oral or written. This agreement can only be
changed, amended or modified by a writing signed by both Parties.
IN WITNESS WHEREOF, the Parties have executed this Agreement, in
duplicate, or caused this Agreement to be executed in duplicate by a duly
authorized officer, as of the date first above written.
IDX INTERNATIONAL, INC. CARRIER
By: /s/ Jose Marques By: /s/ Richard Pape
----------------------- ----------------------
Name: Jose Marques Name: Richard Pape
----------------------- ----------------------
Title: V.P. Business DVLPMT Title: President
----------------------- ----------------------
Page 5 of 7
<PAGE>
IDX Services Agreement with CARRIER.
ANNEX 1-A
IDX SERVICES
1. International Direct Distance Dialing (IDDD) - IDX will provide
facilities to route international telecommunications traffic (IDDD
type) and will arrange with authorized international carriers to
provide service to various destinations around the world.
2. National Direct Distance Dialing - IDX will provide facilities to route
national telecommunications traffic (Domestic US) and will arrange with
authorized national carriers to provide service to the US.
Page 6 of 7
<PAGE>
IDX Services Agreement with CARRIER.
ANNEX 2
IDX DESTINATIONS AND RATES
DESTINATION PRICE (US$) EFFECTIVE DATE
- ----------- ----------- --------------
China 0.2750 Now
China (Mobile) 0.4100 Now
Hong Kong 0.0440 Now
Indonesia (Jakarta) 0.1400 Now
Indonesia (Rest) 0.3400 Now
Ireland (Dublin) 0.0550 Now
Ireland (Rest) 0.0650 Now
Ireland (Mobile) 0.1200 Now
Philippines (Manila) 0.2050 Now
Philippines (Rest) 0.2300 Now
Philippines (Mobile) 0.2800 Now
Singapore 0.1125 Now
Singapore (Mobile) 0.2500 Now
Taiwan (Taipei) 0.0850 Now
Taiwan (Rest) 0.1200 Now
Taiwan (Mobile) 0.1900 Now
Vietnam 0.7000 Now
* Mobile traffic upon request
* All charges: 30/06 seconds
Page 7 of 7
EXHIBIT 10.32
IDX Services Agreement with TGC
RECIPROCAL TELECOMMUNICATIONS SERVICES AGREEMENT
THIS TELECOMMUNICATIONS SERVICES AGREEMENT ("Agreement") is entered into on
October /29/ 1999 (the "Effective Date"), between:
IDX INTERNATIONAL, INC., a Virginia corporation having a business address at
11410 Isaac Newton Square North, Suite 100, Reston, Virginia 20190 (hereinafter
"IDX"); and
TRANS GLOBAL COMMUNICATIONS, INC., a NEW YORK corporation having a business
address 421 7th Avenue, New York, New York 10001 (hereinafter "TGC");
Collectively referred to as the "Parties" individually, a "Party".
WITNESSETH:
WHEREAS, IDX and TGC are providers of international telecommunications services;
and
WHEREAS, TGC desires to purchase certain telecommunications services provided by
IDX and IDX desires to purchase certain telecommunications services provided by
TGC all as more fully described on the terms and conditions contained herein;
NOW THEREFORE, the Parties, in consideration of the mutual covenants and
agreements hereinafter set forth, agree as follows:
1. DESCRIPTION OF SERVICES
1.1 IDX, either directly or through its authorized affiliates or underlying
carriers, shall provide those telecommunications switching services and
facilities to TGC to route TGC's international telecommunications
traffic to and from various destinations around the world, as more
particularly describe din Annex 1-A attached hereto (the "IDX
Services"). TGC shall provide those telecommunications switching
services and facilities to IDX to route IDX's international
telecommunications traffic to and from various destinations around the
world, as more particularly described in Annex 1-B attached hereto (the
"TGC Services"). Where applicable the IDX Services and the TGC Services
shall be hereinafter jointly referred to as the "Services". Additional
services may be added from time to time to this Agreement upon terms
and conditions to be mutually agreed upon by the Parties and maybe
included by adding an amended Annex 1 to this Agreement.
1.2 The destinations offered by IDX for the provision of the IDX Services
are listed in Annex 2-A attached hereto (the "IDX Destinations"), which
Destinations may be amended from time to time by IDX by providing TGC
with seven (7) days prior to written notice. The destinations offered
by TGC for the provision of the TGC Services are listed in Annex 2-B
attached hereto (the "TGC Destinations"), which Destinations may be
amended from time to time by TGC providing IDX with seven (7) days
prior written notice. Where applicable, the IDX Destinations and the
TGC Destinations are hereinafter jointly referred to as the
"Destinations".
2. TERM
2.1 This Agreement shall commence on the Effective Date and shall continue
for an initial term ("Term") of on (1) year. Thereafter this Agreement
shall remain in effect unless terminated by either Party by providing a
written one (1) month notice of termination to the other party.
Page 1 of 8
<PAGE>
IDX Services Agreement with TGC
2.2 The Parties shall endeavor to provide the IDX Services and TGC Services
on the respective date of completion of testing (the "Service Date"),
and each Party shall notify the other Party when such testing for its
respective service is completed.
3. OPERATIONAL AND COMMERCIAL MATTERS
3.1 The point of interconnection with TGC for the provisions of IDX
Services by IDX shall be at Whitehall Street, New York, New York (the
"IDX Interconnection Location"). The point of interconnection for the
provisions of TGC Services by TGC shall be at 421 7th Avenue, New York,
New York (the "TGC Interconnection Location").
3.2 TGC shall be responsible to procure, at its own expense, the necessary
switching and multiplexer equipment to be located in the TGC
Interconnection Location to provide voice compression & decompression
plus International Direct Distance Dialing. This equipment shall remain
the property of TGC. TGC agrees to provide and be responsible for the
operation of the local facility to house the system, and shall provide
7 days and 24 hours of facility management and maintenance at the TGC
Interconnection Location.
3.3 IDX shall be responsible to procure, at its own expense, the necessary
switching and multiplexer equipment to be located in the IDX
Interconnection Location to provide voice compression & decompression
plus International Direct Distance Dialing. This equipment shall remain
the property of IDX. IDX shall provide and be responsible for the
operation of the local facility to house the system and shall provide 7
days and 24 hours of facility management and maintenance at the IDX
Interconnection Location.
3.4 The cost of the link will be paid by the party using it. The Parties
shall coordinate the management of their respective system facilities,
with each Party being responsible for proving and operating, at its own
expense, its respective network facilities. The Parties also shall
interface on a 24 hours/7 days a week basis to assist each other with
the isolation and repair of any facility faults in their respective
networks a d with the identification, investigation and mitigation of
real time traffic flow problems to/from any service destination.
3.5 The Parties shall exchange prompt and accurate traffic forecasting
information in order to allow the efficient provisioning of the
Services. Initial forecasts shall be provided by each party prior to
the Services Date and periodically thereafter as may be reasonably
requested by either party. Such forecasts shall be in a form
satisfactory to the Parties and shall specify the traffic volumes,
daily and seasonal profiles and peak periods for each Destination.
3.6 IDX reserves the right to cancel and/or temporarily suspend any of all
of the IDX Services if TGC engages in activities which, in the
reasonable opinion of IDX, may cause disruption of service or damage to
IDX's network of facilities. IDX shall use commercially reasonable
efforts to provide TGC with advance notice of such suspension and/or
cancellation and in any case shall endeavor to provide written
confirmation of such suspension and or cancellation within a
commercially reasonable time thereafter.
3.7 TGC reserves the right to cancel and/or temporarily suspend any of all
of the TGC Services if IDX engages in activities which, in the
reasonable opinion of TGC, may cause disruption of service or damage to
TGC's network of facilities. TGC shall use commercially reasonable
efforts to provide IDX with advance notice of such suspension and or
cancellation and in any case shall endeavor to provide written
confirmation of such suspension and or cancellation within a
commercially reasonable time thereafter.
Page 2 of 8
<PAGE>
IDX Services Agreement with TGC
4. PRICING AND BILLING
4.1 For the IDX Services provided pursuant t the Agreement, TGC shall pay
IDX the rate (the "Rates") by IDX Destination set forth in Annex 2-A
attached hereto which Rates may be adjusted by IDX from time to time by
providing seven (7) days prior written notice to TGC. For the TGC
Services provided pursuant to this Agreement, IDX shall pay TGC the
rates (the "TGC Rates") by TGC Destination as set form in Annex 2-B
attached hereto. TGC may adjust these TGC Rates from time to time by
providing seven (7) days prior written notice to IDX. The IDX Rates and
the TGC Rates shall hereinafter be jointly referred to as the "Rates".
4.2 As soon as practicable after the end of each month, the Parties shall
submit invoices to each other on a monthly basis for their respective
services provided hereunder. Such invoices shall be based on the
chargeable duration of the calls routed pursuant to this Agreement. The
invoice will include traffic by destination, tariffs by destination and
total amount due. For purposes of this Agreement, IDX Services
chargeable calls shall begin when IDX receives answer supervision, and
TGC Services chargeable calls shall begin when TGC receives answer
supervision.
4.3 All amounts due hereunder by either party shall be payable to the
provider of services in U.S. dollars in immediately available funds
within fifteen (15) days of the date of invoice. If either party in
good faith disputes any invoiced amount, it shall submit to the
invoicing party within sixty (60) days following receipt of such
disputed invoice, written documentation identifying the minutes and/or
rates which are in dispute. The Parties shall investigate the matter
and upon mutual agreement the invoicing party may issue a credit
against future invoices. Any amounts due hereunder that are not paid
when due shall accrue interest at the rate of one and one-half percent
(1.5%) per month, compounded daily, beginning with the day following
the date on which payment was due, and continuing until paid in full.
The Parties may, subject to their mutual agreement in writing, offset
amounts owing hereunder.
4.4 Either party may at any time require the other party hereto to issue a
deposit, irrevocable letter of credit or other form of security
acceptable to such party if the other party's financial circumstances
or payment history is or becomes unacceptable to such party based upon
reasonable supporting evidence.
4.5 All Rates and other charges due hereunder are exclusive of all
applicable taxes, including value added tax, sales taxes, and duties or
levies imposed by any authority, government, or government agency, all
of which shall be paid promptly when due by the party purchasing
services hereunder.
5. TERMINATION
5.1 In addition to any other rights at law or in equity, either party may
terminate this Agreement immediately in the event that the other party
(i)( fails to make any payment when due hereunder, (ii) becomes
insolvent or bankruptcy or ceases paying its debts generally as they
mature, or (iii) commits a breach of any of the terms of this Agreement
(other than a breach of a payment obligation as addressed in (i) above)
and fails to remedy such breach within thirty (30) days after receipt
of written notice thereof from the non-breaching party.
In the event of any termination pursuant to this Article 6, both
Parties shall pay the applicable Rates for any Services rendered
through and including the date of termination.
6. LIMITATION OF LIABILITY
6.1 The parties recognize that neither party has control over how a foreign
administration or third
Page 3 of 8
<PAGE>
IDX Services Agreement with TGC
party carrier establishes its own rules and conditions pertaining to
international telecommunications services. The Parties agree that
neither party shall be liable for any loss or damage sustained by the
other hereto, its interconnecting carriers or its end users due to any
failure in or breakdown of the communication facilities associated with
providing services hereunder, for any interruption or degradation of
such services, whatsoever shall be the cause or duration thereof.
6.2 In no event will either Party be liable to the other for consequential,
special or indirect losses or damages howsoever arising and whether
under contract, tort or otherwise (including, without limitation, third
party claims, loss of profits, loss of or damage to carrier's
reputation or goodwill).
7. ASSIGNMENT
This Agreement is personal to the Parties and may not be assigned or
transferred by either Party without the prior written consent of the
other Party. Such consent may not be unreasonably withheld, except that
the parties agree that the other may assign this Agreement without
consent to any affiliated entity or successor in interest whether by
merger, reorganization, or transfer of all or substantially all of its
assets.
8. FOR MAJEURE
NO failure or omission by either Party to carry out or observe any of
the terms and conditions of this Agreement (other than any payment
obligation) shall give rise to any claim against such Party or be
deemed a breach of this Agreement if such failure or omission arises
from an act of God, an act of Government, or any other circumstance
commonly known as force majeure.
9. CONFIDENTIALITY
9.1 For a period of two (2) years from the date of disclosure thereof, each
Party shall maintain the confidentiality of all information or data of
any nature ("Information") provided to it by the other Party hereto
provided such information contains a conspicuous marking identifying it
as "Confidential" or "Proprietary". Each Party shall use the same
efforts (but in no case less than reasonable efforts) to protect the
Information it receives hereunder as it accords to its own Information.
The above requirements shall not apply to Information which is already
in the possession of the receiving Party through no breach of an
obligation of confidentiality to the disclosing Party or any third
Party, is already publicly available through no breach of this Article
10, or has been previously independently developed by the receiving
Party. This Agreement shall not prevent any disclosure of Information
pursuant to applicable law or regulation, provided that prior to making
such disclosure, the receiving Party uses reasonable efforts to notify
the other Party of the required disclosure. All Information provided by
any Party to the other hereunder shall be used solely for the purpose
for which it is supplied.
9.2 Neither Party shall (i) refer to itself as an authorized representative
of the other Party in promotional, advertising, or other materials,
(ii) use the other Party's logos, trade marks, service marks, or any
variations thereof in any of its promotional, advertising, or other
materials, or (iii) release any public announcements referring to the
other Party of this Agreement without first having obtained such
Party's Prior written consent.
10. NOTICE
10.1 All notices, requests, or other communications hereunder shall be in
writing, addressed to the parties as follows:
Page 4 of 8
<PAGE>
IDX Services Agreement with TGC
If to TGC: TGC
ADDRESS
Attention
Tel:
Fax:
If to IDX: IDX International, Inc.
11410 Isaac Newton Square North, Suite 100
Reston, Virginia 20190
Attention: Chief Operating Officer
Tel: 1-703-787-5727
Fax: 1-703-787-9006
10.2 Notices mailed by registered or certified mail shall be conclusively
deemed to have been received by the addressee on the fifth business day
following the mailing of sending thereof. Notices sent by telex or
facsimile shall be conclusively deemed to have been received when the
delivery confirmation is received. If either Party wishes to alter the
address to which communications to it are sent, it may do so by
providing the new address in writing to the other Party.
11. COMPLIANCE WITH LAWS
11.1 The Parties shall not use the Services in any manner or for any purpose
which constitutes a violation of applicable laws or the laws of any
foreign jurisdiction in which the Services are being provided. This
Agreement and the continuance hereof by the Parties is contingent upon
the obtaining and the continuance of such approvals, consents,
governmental and regulatory authorizations, licenses and permits as may
be required or deemed necessary by the Parties, and the Parties shall
use commercially reasonable efforts to obtain and maintain the same in
full force and effect. The parties further agrees to refrain from
engaging in sales, advertising or marketing within or outside of the
United States which the other believes could impair its or its
affiliates' relationship with any overseas authority.
11.2 The Parties acknowledge that this Agreement is subject to Section 211
of the Communications Act, as amended, and shall govern provision of
the Services. The Parties also understand and agree that the terms and
conditions herein shall, in all cases, supersede any terms set forth in
any tariff on file and then in effect with the Federal Communications
Commission.
12. MISCELLANEOUS
12.1 Any article or any provision of this Agreement which is or becomes
illegal, invalid or unenforceable shall be severed herefrom and shall
be ineffective to the extent of such illegality, invalidity or
unenforceability but shall not affect or impair the enforceability of
the remaining provisions herein. All valid provisions shall be
considered severed from any illegal, invalid or unenforceable Article
or provision of this Agreement and shall otherwise remain in full force
and effect.
12.2 No waiver by either Party to any provisions of this Agreement shall be
binding unless made in writing. Any such waiver shall relate only to
such specific matter, non-compliance or breach to which it relates to
and shall not apply to any subsequent matter, non-compliance or breach.
12.3 The e relationship between the Parties shall not be that of partners,
and nothing herein contained shall be deemed to constitute a
partnership between them or a merger of their assets or their fiscal or
other liabilities or undertakings. Neither Party shall have the right
to bind the other Party,
Page 5 of 8
<PAGE>
IDX Services Agreement with TGC
except as expressly provided for herein.
12.4 This Agreement shall be governed by the laws of the State of New York
without reference to its principles of conflict of laws. The parties
irrevocably consent and submit to personal jurisdiction in the courts
of the State of New York for all matters arising under this Agreement.
12.5 This Agreement may be executed in multiple counterparts, each of which
shall be deemed an original.
12.6 This Agreement, including the following Annexes:
Annex 1-A IDX Services
Annex 1-B TGC Services
Annex 2-A IDS Destinations and Rates
Annex 2-B TGC Destinations and Rates
represents the entire understanding between the Parties in relation to
the matters herein and supersedes all previous agreements made between
the Parties, whether oral or written. This agreement can only be
changed, amended or modified by a writing signed by both Parties.
IN WITNESS WHEREOF, the Parties have executed this Agreement, in
duplicate, or causes this Agreement to be executed in duplicate by a
duly authorized officer, as of the date first above written.
IDX INTERNATIONAL, INC. TGC
By: /s/ J. Marques By: /s/ Arnold Gumowitz
------------------------- -------------------------
Name: [J. Marques] Name: Arnold Gumowitz
----------------------- -----------------------
Title: [V.P. Bus. Dvlpmt] Title:
---------------------- ----------------------
Page 6 of 8
<PAGE>
IDX Services Agreement with TGC
ANNEX 1-A
IDX SERVICES
1. International Direct Distance Dialing (IDDD) - IDX will connect facilities to
route international telecommunications traffic (IDDD type) and will arrange with
authorized international carriers to provide service to various destinations
around the world.
2. National Direct Distance Dialing - IDX will connect facilities to route
national telecommunications traffic (Domestic US) and will arrange with
authorized national carriers to provide service to the US.
Page 7 of 8
<PAGE>
IDX Services Agreement with TGC
ANNEX 1-B
TGC'S SERVICES
1. International Direct Distance Dialing (IDDD) - TGC will connect facilities to
route international telecommunications traffic (IDDD type) and will arrange with
authorized international carriers to provide service to various destinations
around the world.
Page 8 of 8
<PAGE>
ANNEX 2-A ATTACHED TO THE CONTRACT
DATED OCTOBER 29TH 1999 BETWEEN
IDX, INTERNATIONAL, INC. AND TRANS GLOBAL COMMUNICATIONS, INC.
The amount due IDX from TGC for Service shall be equal to the sum of: (a) IDX's
direct cost for providing the Service, plus (b) 50% of the excess of TGC's
revenue from the resale of such Service over the costs set forth in (a) above.
<PAGE>
ANNEX 2-B ATTACHED TO THE CONTRACT
DATED OCTOBER 29TH 1999 BETWEEN
IDX, INTERNATIONAL, INC. AND TRANS GLOBAL COMMUNICATIONS, INC.
The amount due TGC from IDX for Service shall be equal to the sum of (a) TGC's
direct cost for providing the Service, plus (b) 50% of the excess of IDX's
revenue from the resale of such Service over the costs set forth in (a) above.
<PAGE>
TGC RATE REVISION #101 TO E-GLOBE
NOV. 19, 1999
Rate Rate
Peak Off-Peak
Afghanistan $0.6050
Albania $0.1575
Algeria $0.1493
American Samoa $0.0950
Andorra $0.0864
Angola $0.1480
Anguilla $0.2065
Antarctica Casey $0.1115
Antarctica Scott $0.0990
Antigua/Barbuda $0.2485
Argentina $0.1631
Argentina Buenos Aires $0.0838
Argentina Special $0.1800
Armenia $0.2440
Aruba $0.1494
Ascension Islan $0.3489
Australia $0.0419
Australia Special $0.1200
Austria $0.0465
Austria Special $0.1000
Austria Vienna $0.0435
Azerbaijan $0.2030
Bahamas $0.0769
Bahrain $0.3000
Bangladesh $0.4450
Bangladesh Dhaka $0.4450
Bangladesh Special $0.4700
Barbados $0.2950
Belarus $0.1957
Belgium $0.0348
Belgium Antwerp $0.0348
Belgium Brussels $0.0348
Belgium Kortrijk $0.0348
Belgium Special $0.0857
Belize $0.3091
Benin $0.2350
Bermuda $0.0600
Bhutan $0.1805
Bolivia $0.2479
Bosnia/Herzego $0.1750
Botswana $0.1440
Brazil $0.1350
Brazil Cellular $0.2060
Brazil Sao Paolo $0.0750
Brit Virgin Isl $0.1130
Brunei $0.1665
Bulgaria $0.1800
Burkina Faso $0.3311
Burma (Myanmar) $0.3606
Burundi $0.2550
TGC Initial_____ Page 1 E Globe Initial_____
<PAGE>
TGC RATE REVISION #101 TO E-GLOBE
NOV. 19, 1999
Rate Rate
Peak Off-Peak
Cambodia $0.5350
Cameroon $0.3390
Canada $0.0255
Canada Alberta $0.0250
Canada Br. Columbia $0.0200
Canada Manitoba $0.0230
Canada New Brunswick $0.0225
Canada New Foundland $0.0250
Canada Nova Scotia $0.0250
Canada ON-Toronto $0.0250
Canada Ontario $0.0180
Canada Prince Edwards $0.0180
Canada QU-Montreal $0.0250
Canada Quebec $0.0185
Canada Saskatchewan $0.0250
Canada Yukon $0.0250
Cape Verde $0.2635
Cayman Islands $0.1060
Central African $0.3508
Chad $0.1969
Chile $0.0680
Chile Special $0.2800
China $0.1575
China Beijing $0.1025
China Fuzhou $0.1575
China Guangzhou $0.1575
China Shanghai $0.0995
China Special $0.4050
Christman Isle $0.0557
Cocos Island $0.0557
Colombia $0.1300
Colombia Armenia $0.1300
Colombia Barranquilla $0.1300
Colombia Bogota $0.0875
Colombia Bucaramanga $0.1300
Colombia Cali $0.1050
Colombia Cartegena $0.1300
Colombia Cellular $0.1557
Colombia Cucuta $0.1300
Colombia Ibague $0.1300
Colombia Manizales $0.1300
Colombia Medellin $0.1010
Colombia Palmira $0.1300
Colombia Pareira $0.1300
Comoros $0.2407
Congo $0.1974
Cook Islands $0.4275
Costa Rica $0.0997
Costa Rica Special $0.0997
Croatia $0.1725
TGC Initial_____ Page 2 E Globe Initial_____
<PAGE>
TGC RATE REVISION #101 TO E-GLOBE
NOV. 19, 1999
Rate Rate
Peak Off-Peak
Cuba $0.4800
Cyprus $0.1297
Czech Republic $0.1260
Denmark $0.0331
Denmark Special $0.0484
Diego Garcia $0.2150
Djibouti $0.4310
Dominica $0.1822
Dominican Rep $0.0875
Dominican Rep Special $0.0955
Ecuador $0.2173
Ecuador Cellular $0.2173
Ecuador Cuenca $0.2173
Ecuador Guayaquil $0.2173
Ecuador Quito $0.1834
Egypt $0.3700
Egypt Alexandria $0.3700
Egypt Cairo $0.3700
Egypt Special $0.3700
El Salvador $0.1530
El Salvador Special $0.1530
Equatorial Guin $0.3400
Eritrea $0.5591
Estonia $0.1300
Ethiopia $0.5053
Falkland Island $0.2360
Faroe $0.1540
Fiji $0.4500
Fiji Audio Text $0.4500
Finland $0.0431
Finland Special $0.0479
France $0.0300
France Bordeaux $0.0300
France Lyon $0.0300
France Marseille $0.0300
France Nice $0.0300
France Paris $0.0300
France Special $0.0618
France Toulouse $0.0300
French Antilles $0.1800
French Guiana $0.1777
French Polynesi $0.2194
Gabon $0.2162
Gambia $0.2800
Georgia Rep $0.2250
Germany $0.0310
Germany Berlin $0.0310
Germany Dusseldorf $0.0310
Germany Frankfurt $0.0310
Germany Grossostheim $0.0310
TGC Initial_____ Page 3 E Globe Initial_____
<PAGE>
TGC RATE REVISION #101 TO E-GLOBE
NOV. 19, 1999
Rate Rate
Peak Off-Peak
Germany Hamburg $0.0310
Germany Mannheim $0.0310
Germany Munich $0.0310
Germany Special $0.0785
Germany Stuttgart $0.0310
Germany Wiesbaden $0.0310
Ghana $0.2300
Gibraltar $0.1030
Greece $0.1165
Greece Athens $0.0677
Greenland $0.1893
Grenada $0.3030
Guadeloupe $0.1720
Guam $0.0680
Guantanamo Bay $0.4800
Guatemala $0.1690
Guatemala Special $0.2700
Guinea $0.1900
Guinea-Bissau $0.3000
Guyana $0.4550
Haiti $0.3400
Honduras $0.2950
Honduras Tegucigalpa $0.2950
Hong Kong $0.0285
Hong Kong Special $0.0285
Hungary $0.1100
Iceland $0.0700
India $0.4200
India Bangalore $0.4200
India Bombay $0.4200
India Madras $0.4200
India New Delhi $0.4200
India Special $0.4200
Indonesia $0.1950
Indonesia Jakarta $0.1950
Iran $0.4285
Iraq $0.5285
Ireland $0.0338
Ireland Dublin $0.0338
Ireland Special $0.0761
Israel $0.0625
Israel Special $0.1796
Israel Tel Aviv $0.0625
Italy $0.0533
Italy Genoa $0.0533
Italy Milan $0.0533
Italy Rome $0.0533
Italy Special $0.0834
Italy Turan $0.0533
Italy Vatican City $0.0446
TGC Initial_____ Page 4 E Globe Initial_____
<PAGE>
TGC RATE REVISION #101 TO E-GLOBE
NOV. 19, 1999
Rate Rate
Peak Off-Peak
Italy Vicenza $0.0533
Ivory Coast $0.4625
Jamaica $0.2920
Japan $0.0549
Japan Special $0.0658
Jordan $0.3395
Jordan Special $0.3700
Kazakhstan $0.2200
Kenya $0.3440
Kiribati $0.4665
Korea (North) $0.3000
Korea (South) $0.0549
Korea (South) Special $0.0549
Kuwait $0.3360
Kuwait Special $0.3975
Kyrgyzstan $0.2626
Laos Lao People $0.4350
Latvia $0.2042
Lebanon $0.2687
Lebanon Special $0.3510
Lesotho $0.2080
Liberia $0.2250
Libyan Arab Jam $0.1845
Liechtenstein $0.0517
Lithuania $0.1779
Luxenbourg $0.0415
Luxenbourg Mobile $0.1500
Macau $0.1304
Macedonia $0.1925
Madgascar $0.3368
Madgascar Special $0.3368
Malawi $0.1572
Malaysia $0.0782
Maldives $0.4118
Mali $0.4433
Malta $0.1030
Marshall Isles $0.2350
Mauritania $0.2260
Mauritius $0.4590
Mayotte $0.2300
Mexico B1 $0.1200 $0.0996
Mexico B2 $0.1200 $0.0996
Mexico B3 $0.1200 $0.0996
Mexico B4 $0.1200 $0.0996
Mexico B5 $0.1200 $0.0996
Mexico B6 $0.1200 $0.0996
Mexico B7 $0.1200 $0.0996
Mexico B8 $0.1200 $0.0996
Mexico Guadalajara $0.1200 $0.0996
Mexico Mexico City $0.1200 $0.0996
TGC Initial_____ Page 5 E Globe Initial_____
<PAGE>
TGC RATE REVISION #101 TO E-GLOBE
NOV. 19, 1999
Rate Rate
Peak Off-Peak
Mexico Monterey $0.1200 $0.0996
Micronesia $0.3774
Moldova $0.2240
Mongolia $0.4250
Monoco $0.0431
Monserrat $0.3510
Morocco $0.2580
Mozambique $0.2075
Namia $0.1403
Naura $0.3573
Nepal $0.4990
Nether Antilles $0.1575
Netherlands $0.0239
Netherlands Special $0.0606
New Calendonia $0.1953
New Zealand $0.0339
New Zealand Special $0.1200
Nicaragua $0.2600
Nicaragua Special $0.2600
Niger $0.2944
Nigeria $0.4100
Niue $0.4878
Norfork Isle $0.1478
North Mariana I Saipan $0.0520
Norway $0.0300
Norway Special $0.1155
Oman $0.3600
Pakistan $0.4408
Pakistan Lahore $0.3830
Palau $0.1450
Panama $0.2600
Panama Special $0.3000
Papua Nw Guinea $0.1467
Paraguay $0.2765
Peru $0.2318
Peru Lima $0.1400
Peru Lima Cellular $0.2200
Peru Special $0.2200
Philippines $0.1509
Philippines Manila $0.1497
Philippines Special $0.1650
Poland $0.1370
Portugal $0.1040
Portugal Special $0.1149
Puerto Rico $0.0425
Qatar $0.3045
Reunion $0.1950
Romania $0.2200
Russian Fed $0.1387
Russian Fed Moscow $0.0430
TGC Initial_____ Page 6 E Globe Initial_____
<PAGE>
TGC RATE REVISION #101 TO E-GLOBE
NOV. 19, 1999
Rate Rate
Peak Off-Peak
Rwanda $0.4100
San Marino $0.0740
Sao Tome/Princi $0.4264
Saudi Arabia $0.3800
Senegal $0.4250
Seychelles $0.3771
Sierra Leone $0.3830
Singapore $0.0643
Slovakia $0.1645
Slovenia $0.1450
Solomon Isles $0.2706
Somalia $0.4355
South Africa $0.1925
Spain $0.0652
Spain Cellular $0.1094
Sri Lanka $0.3425
St. Helena $0.3220
St Kitts/Nevis $0.2500
St Lucia $0.2775
St Pierre/Mique $0.0740
St Vincent/Gren $0.2475
Sudan $0.2527
Suriname $0.3500
Swaziland $0.1425
Sweden $0.0216
Sweden Special $0.0504
Switzerland $0.0382
Switzerland Cellular $0.0536
Syrian Arab Rep $0.3900
Taiwan $0.0650
Taiwan Special $0.3170
Tajikistan $0.1157
Tanzania $0.2725
Thailand $0.2225
Thailand Bangkok $0.2225
Thailand Mobile $0.2225
Togo $0.4350
Tonga $0.3900
Trinidad/Tobago $0.2700
Trinidad/Tobago Special $0.2700
Tunisia $0.2164
Turkey $0.1600
Turkey Istanbul $0.1600
Turkey Special $0.1600
Turkmenistan $0.2665
Turks/Caicos Is $0.2285
Tuvalu $0.2600
US Virgin Isles $0.0350
Uganda $0.1925
Ukraine $0.1650
TGC Initial_____ Page 7 E Globe Initial_____
<PAGE>
TGC RATE REVISION #101 TO E-GLOBE
NOV. 19, 1999
Rate Rate
Peak Off-Peak
United Arab Emi $0.1950
United Kingdom $0.0070
United Kingdom London $0.0070
United Kingdom Special $0.0657
United States $0.0244
United States Alaska $0.0244
United States Hawaii $0.0244
Uraguay $0.1970
Uzbekistan $0.2217
Vanuatu $0.5187
Venezuala $0.1694
Venezuala Special $0.1694
Vietnam $0.5720
Vietnam Ho Chi Mihn City $0.5720
Wallis/Futuna $0.2450
Western Samoa $0.2519
Yemen Arab Rep $0.4700
Yugoslavia Serbia $0.2000
Zaire $0.3450
Zambia $0.2440
Zimbabwe $0.1957
EXHIBIT 10.33
AMENDMENT TO LEASE AGREEMENT DATED October 31, 1996 BETWEEN
TELECOMMUNICATIONS FINANCE GROUP AND
ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC
FOR EQUIPMENT INSTALLED IN LOS ANGELES, CALIFORNIA
Effective December 2, 1997, the following sections of said Lease Agreement are
amended as follows:
1. Section 3:
The term of the lease changed from sixty, (60) months to sixty-three
(63) months.
2. Section 5(a):
The number of consecutive monthly installments of rent for the
Equipment is changed from sixty (60) months to sixty -three (63)
months.
TELECOMMUNICATIONS FINANCE GROUP ATHENA INTERNATIONAL
LTD. LIABILITY CO.
DBA ATHENA INTERNATIONAL, LLC
By: By: /s/ KEVIN H. POLLARD
------------------------------ -----------------------------
PRESIDENT & CEO
- -------------------------------- --------------------------------
Authorized Representative (Name & Title)
Date Signed: Date Signed: MARCH 2, 1998
--------------------- ---------------------
<PAGE>
SCHEDULE 1 OF EXHIBIT A
(CERTIFICATE OF DELIVERY AND ACCEPTANCE)
EQUIPMENT DESCRIPTION
The items of personal property to be leased pursuant to this Lease Agreement,
dated as of October 31, 1996 between TELECOMMUNICATIONS FINANCE GROUP, as
Lessor, and ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL,
LLC, as Lessee, are described below and in the attached equipment list(s):
<TABLE>
<CAPTION>
Equipment List
Number Description Amount
- -------------- ------------ ------
<S> <C> <C>
DCO-681161 USED 1152 PORT EQUIPPED AND WIRED $368,950.00
RELEASE 12.1; BASIC SS-7 WITH 800
PORTABILITY; SS-7 SPARES; POWER SYSTEM;
UPGRADE TO RELEASE 14.0; DE-INSTALL AT
CALGARY, PACK; RGL EXPANSION
INCLUDING INSTALLATION
FREIGHT 1,958.98
TFG-97245 ADDITION I 298,421.49
TFG-97278 ADDITION II 185,473.75
TFG-98016 ADDITION III 22,777.76
----------
TOTAL $877,581.98
===== ===========
</TABLE>
The above described equipment installed at:
800 West Sixth Street, Los Angeles, California 90017
ACCEPTED BY: /s/ KEVIN H. POLLARD
------------------------
DATE: March 2, 1998
--------------------------------
Dated: October 31, 1996
Revised: June 2, 1997
Revised: August 29, 1997
Revised: February 26, 1998
<PAGE>
EQUIPMENT LIST # TFG-98016 DATED: February 26, 1998
COMPANY: ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC
SITE LOCATION: LOS ANGELES. CALIFORNIA
ADDITION: III
<TABLE>
<CAPTION>
PART NO/DESCRIPTION QUANTITY AMOUNT
- ------------------- -------- ------
<S> <C> <C>
STN
RESTRUCTURE CHARGES $22,777.76
----------
TOTAL 22,777.76
===== ==========
</TABLE>
<PAGE>
EQUIPMENT LIST # TFG-97278 DATED: August 29, 1997
COMPANY: ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC
SITE LOCATION: LOS ANGELES, CALIFORNIA
ADDITION: II
<TABLE>
<CAPTION>
PART NO/DESCRIPTION QUANTITY AMOUNT
- ------------------- -------- ------
<S> <C> <C>
SSC
DTF-02 960 PORT ADDITION WITH ISDN,
PER DCO.710014, ISSUE 2, DATED 06/24/97;
ISDN TRANSPORT SOFTWARE; SERVICE
CUA WITH BASI'S; ISDN SPARE PWBAS;
DIU PWBA (2) INCLUDING INSTALLATION
(S.O.#071568) AS FOLLOWS:
MATERIAL 1 LOT 89,242.00
SOFTWARE 1 LOT 10,000.00
INSTALLATION 11,340.00
FREIGHT 3,774.75
REAL TIME ANI FEATURE #823435 (S.0. #071804)
AS FOLLOWS:
SOFTWARE RTU 1 LOT 26,667.00
ONE PAIR OF A. LINKS FEATURE #003069
(S.O.#072727) AS FOLLOWS:
SOFTWARE 1 LOT 6,895.00
SCAT 330.00
RELEASE 15.0 UPGRADE PER DCO-710024,
ISSUE 1, DATED 04/08/97 (S.O.#072810)
AS FOLLOWS:
MATERIAL 1 LOT 25,000.00
INSTALLATION 5,000.00
ONE A LINK PAIR (S.O.#073211) AS FOLLOWS:
SOFTWARE 1 LOT 6,895.00
SCAT 330.00
-----------
TOTAL $185,473.75
===== ===========
</TABLE>
<PAGE>
SIEMENS
STROMBERG-CARLSON
INSTALLATION SITE: LOS ANGELES, CA
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
<S> <C> <C>
ITEM 01
CMF-00 CCS-02
-------------
822068-812 Diag. Grading Panel 1
822003.596A PWBA, (2W) SI HDI 4
822002.526 PWBA, TSI PGH I/F 4
207800.482 Cable Assembly (TSI/PGH) 4
522005.546A PWBA, (2W)TPPO HOl 2
822006-566A PWBA, TPP1 2
822017-555A FWBA, TPP2 2
DTF-02
------
817577SO0A MG Basic DTF Assembly
817577.901A MG, DS1 Hos1 CUA 5
817577-902A MG, Basics PVVBAS DS1 CUA 5
207600-225A Frame Weldment 1
207800-079A Pkg Assy Front Door Mtg Hardware 1
207800-080A Pkg Assy Rear Door Mtg Hardware 1
207600.158A Door Assembly, Right IIO 2
207600-159A Door Assembly, Left IIO 2
817577-92D Cable Tie Assy 6
817560-626A PWBA, (2VV) TIF 40
817577-917A MF Fan Assy w/Alarm 1
</TABLE>
<PAGE>
SIEMENS
STROMBERG-CARLSON
INSTALLATION SITE: LOS ANGELES, CA
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
<S> <C> <C>
ITEM 01 (Cont.)
OTF-02 (Cont.)
------
817743-518 CUA, DIU 1
207800-539 Package Assy, DIU Mtg 1
817564-048 PWBA (2W) DS-1 Power Supply 2
817744-026 PWBA Div Terminator 2
207630-042 Shield Assembly 1
817742-536 PWBA (2W) DIU 2
PRT-00
------
817576-938 Mod Group, Circuit Breaker 2
Miscellaneous
DSX-DR19 Cross Connect Panel 2
DOC-ADD Additions Documentation 1
ITEM 01A
ISDN Transport
--------------
827010 ISDN Transport 1
</TABLE>
<PAGE>
SIEMEN
STROMBERG, CARLSON
INSTALLATION SITE: LOS ANGELES, CA
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
<S> <C> <C>
ITEM 02
LTR-00 MG
----------
814574-992 MG Service Circuit CUA 1
814574.-995 PWBA Mod Group Basic PWBA 1
207800-720 PWBA Guide 1
814742-536 PWBA, DTMF Rec 5
814742-575 PWBA. (1W) DTMF Rec Foc 3
814571-766 FW8A (1W) Receive:/NACT/EVACT TMF Rec 3
814695-556 PWBA (1W) DTMF Dig. Sender 2
814572.575 PWBA (1W) DIG Sender TMF 2
</TABLE>
NOTE: Requirements for additional Service Circuits are based upon SS7 usage in
the office. This CUA could mount in LTF,00 CUA posn. 01
ITEM 03
<TABLE>
<CAPTION>
ISDN Soare-PWBAS
----------------
<S> <C> <C>
817564.046 PWBA (2W) DS-1 Power Supply 1
817744-025 PWBA, Div Terminator 1
207830-042 Shield Assembly 1
ITEM 04
ISDN PWBA
---------
817742-536 PWBA (2W) DIU 1
</TABLE>
<PAGE>
EQUIPMENT LIST # TFG-97245 DATED: June 2, 1997
COMPANY: ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC
SITE LOCATION: LOS ANGELES, CALIFORNIA
ADDITION: I
<TABLE>
<CAPTION>
PART NO./DESCRIPTION QUANTITY AMOUNT
- -------------------- -------- ------
<S> <C> <C>
SS-C
A FULLY EQUIPPED DTF-02 FRAME
(1152 PORTS) PER DCO.681162, ISSUE
1, DATED 09/17/96 (S.O.#071175) AS
FOLLOWS:
MATERIAL 1 LOT $72,307.00
INSTALLATION 10,200.00
FREIGHT 24.05
765 AMP HOUR BATTERY PART #4-DAV85-19
WITH 1200 AMP HOUR CHARGER PER DCO-
710000, ISSUE 01, DATED 10/28/96; 2 EJH
PROCESSORS; 1 SPARE EJH PROCESSOR;
200 AMP DISTRIBUTION PANEL WITH BUS
BAR, CABLES AND 10-10 AMP BREAKERS
(S.O.#071800) AS FOLLOWS:
MATERIAL 1 LOT 52,773.00
INSTALLATION 12,200.00
FREIGHT 895.48
A HENDRY FUSE PANEL PER DCO-710009,
ISSUE 02, DATED 12/06/96 (S.O.#071983)
AS FOLLOWS:
MATERIAL 1 LOT 1,732.00
INSTALLATION 2,200.00
FREIGHT 78.50
THIRD PARTY VENDOR- ACTION TELCOM
PRIMARY SYSTEM; SECONDARY SYSTEM; AVAS
SYSTEM; TCP/P PACKAGE; NETPLAN PACKAGE;
REMOTE COMMUNICATIONS PACKAGE; BASIC
AGGRAGATOR PACKAGE; INSTALLATION;
TRAINING (SEE ATTACHED EQUIPMENT LIST) 1 LOT 111,650.00
THIRD PARTY VENDOR - TELLABS
81.2571/32MS T1 ECHO CANCELLER 8 17,655.00
FREIGHT 8.58
81.0257D/23" ECHO CANC MTG ASSY 1 836.00
FREIGHT 11.88
THIRD PARTY VENDOR. TTC
EQUIPMENT AS FOLLOWS: 1 LOT 15,807.00
CENTRAL OFFICE TESTING PKG, S/N 10347 1
RACK MOUNT, 19", 1402 1
RACK MOUNT ( 19") FOR 41934 1
CABLE. BANTAM TO BANTAM 10' 4
FREIGHT 43.00
-----
TOTAL $298,421.49
===== ===========
</TABLE>
<PAGE>
SIEMENS
STROMBERG-CARLSON
INSTALLATION SITE: LOS ANGELES, CA
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
<S> <C> <C>
ITEM 01
DTF-01
------
817577-900 Frame M/G 1
817577-901 MG, DS-1 Host CUA 6
817557-902 MG, DS-1 Basic PVVBA's 6
207600-225 Frame Weldment 1
207800-079 Package Assembly Front Door Mtg Hdw 1
207800-080 Package Assembly Rear Door Mtg Hdw 1
207600-158 Door Assembly, Right I/O 2
207600-159 Door Assembly, Left I/O 2
207600-721 PVVBA Guide 6
817560-606 PWBA, T1 Interface 48
817577-917 MG Blower w/Fan Alarm, Base 1
CMF-00, CCS-01
--------------
822068-811 Diag. Grading Panel 1
822003-596A PVVBA, (2W) TSI HDI 4
822002-526 PVVBA, TSI PGH I/F 4
207800-482 Cable Assembly (TSI/PGH) 4
822005-546A PWBA, (2W) TPP0 HDI 20
822006-566A PVVBA, TPP1 (For Addition) 2
822017-556A PWBA, TPP2 (For Addition) 2
</TABLE>
1
<PAGE>
SIEMENS
STROMBERG, CARLSON
INSTALLATION SITE: LOS ANGELES, CA
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
<S> <C> <C>
ITEM 01 ( Cont.)
PRT-00
------
817576-938 Mod Group, Circuit Breaker 2
Miscellaneous
-------------
DSX-DR19 Cross Connect Panel 2
DOC-ADD Additions Documentation 1
</TABLE>
2
<PAGE>
SIEMENS
STROMBERG-CARLSON
INSTALLATION SITE: LOS ANGELES, CA
ITEM 01
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
<S> <C> <C>
Miscellaneous
-------------
203352-600 OEM Equipment, Fuse Panel 1
020785-086 100' Red Power Cable 1
020785-065 100' Black Power Cable 1
Documentation
-------------
DOC-ADD Additions Documentation 1
</TABLE>
NOTE: The ADC Cross Connect Panel and Hendry Fuse Panel must be ordered for 23'
mounting.
2
<PAGE>
- --------------------------------------------------------------------------------
EQUIPMENT LIST AND WARRANTY INFORMATION ON NAMS SALE
- --------------------------------------------------------------------------------
CUSTOMER: ATHENA PROJECT CODE: 9205
BUSINESS OFFICE ADDRESS:
BUSINESS OFFICE PHONE#: VOICE: ( ) FAX: ( )
SITE LOCATION: Los Angeles
SITE ADDRESS: 800 W. 11th St. Ste 380, Los Angeles, CA, 10017
SITE PHONE#: VOICE: (213)622-4977 FAX: ( ) NAMS: ( )
SWITCH TECH: Wayne Carey
SYSTEM NAME:
PURCHASE DATE: STARTUP DATE: WARRANTY END DATE:
PRIMARY SYSTEM EQUIPMENT: Name: Password:
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
Key Make Model Serial # I/O IRQ ADDR STKI
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
PC ACER 9000 P/N 91AA984003 1900047309
KB ACER PS2 6311-k K6367171828P
MON ACER 34T UVGA 71~4T M3TP64711536
VC AII Built-In MacH64 215CT22200 9
HDC Adaptec Built-In AIC-7880P 722511 8400 11
HDC MYLEX DAC960PL 982139 8000 10 PCISLOT-1
HD IBM 4gig Channel-1 74G7005 M1AG3B59925 mdac id=0 Tray-l-F/W~
HD IBM4gig Channel-2~ DCAS-34330 B3A14326 mdacZid=0 Tray-5-F/W-
HD IBM4gig Ch~nel-2- DCAS-34330 B3A14421 mdac-id=l Tray-6F/W
FD Mitsumi (1.44) D359T5 3542754 3f2 6
TD Tandberg TDC-4222 42223862. alad 2, 5-gig
SL1 Digi Host Ad. 09527155 F0000000
SL1 Digi Conc. (1P)50000585 (S)E7702756 16-port DB-25
X25 SWG SGX 011311 300 15 D0000
PRN Epson LP-870 40Ul119747 3bc 7 /dev/lpo
NET 3COM 3C590 6GP14D256E 7000 14 PCISLOT-3-
SER ACER Built In com 3f8 4
SER ACER Built In com2. 3be 3
CD NEC CDR-222 5Z000214322 mdac id=5
DIA AVAS D/21D CG030890 5 D2000
P/S DELTA DPS-350EB Y2613001392 352-watts
</TABLE>
I/P ADDRESS= 206.142.142.97
MEMORY- 64 meg
SPEED= 166 mhz
<PAGE>
<TABLE>
<CAPTION>
SOFTWARE:
- -----------------------------------------------------------------------------------------------
Key Make License License License Registration
Number Code Data Key
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
OS SCO OpenServer 2DL091048 qwncovwn ezwzckaosk
Enterprise Sys
- -----------------------------------------------------------------------------------------------
OS SCO Advanced 2DL090568 qonorjmn k0;u1;mpyb07k; hhosbhoebh
File & Print
- -----------------------------------------------------------------------------------------------
OS SCO OpenServer 2DL083104 qbwdzhfc g0;k;u10;msmlf48 ezwzckaosk
User License
- -----------------------------------------------------------------------------------------------
</TABLE>
SOFTWARE:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
Key Make Serial # Activation Key # Version
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
NAMSI ATC NAMS II
X25 Netcom II net26414 D094339ff 4.5.4
COMM Term CSU152134U3 gbldbich 6.2
DB Foxpro 2.60
- -----------------------------------------------------------------------------------------------
</TABLE>
SECONDARY SYSTEM EQUIPMENT: Name: Password:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
Key Make Model # Serial # I/O IRQ ADDR STK
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
PC ACER 2133 1900054811
KB ACER 6311-K K6367031462P
MON ACER 7134T M3TP64712500
VC Built In
HDC Adaptec Built In 7400 11
IBM 2-gig DAC32160 11546H6125Z1M000001585 id=O
FD Mitsumi (1.44) D359T5 6K17MT0652 3f2 6
TD Tandberg 4220 4226686
X25 SWG SGX D01307 300 15 D0000
NET 3COM 3C590 6GF1657997 7000 14
PRN 7 /dev/lp0
SER ACER Built In coml 3f8 4
SER ACER Built In com2 2f8 3
</TABLE>
I/P ADDRESS= 206,142,142,96
MEMORY= 16 meg.....
SPEED= 133 mhz
SOFTWARE:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
Key Make License License License Registration
Number Code Data Key
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
OS SCO OpenServer 2DL08564 kybwynit xzxzeqhghj
Enterprise Sys
- -----------------------------------------------------------------------------------------------
OS SCO Advanced 2DL085160 gwrqfqor k0;u1;mp8anw4 gttttqqobj
File & Print
- -----------------------------------------------------------------------------------------------
0S SCO Openserver 2DL089298 qbwdzhkx g0;k;u10;m14pzdk qbhqqaakjj
User License
- -----------------------------------------------------------------------------------------------
SOFTWARE:
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
Key Make Serial # Activation Key # Version
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
NAMS ATC NAMS II
X25 Netcom II net26410 n901208fc 4.5.4
COMM Term CSU151463U3 hehJak 6.2
</TABLE>
COMMUNICATIONS EQUIPMENT:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
Key Make Model # Serial #
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
DSU DDC VRT-1 (Stat-Mux) 628439 (switch)
DSU DDC VRT-1 (Stat-Mux) 628444 (billing office)
EASY BRIDGE 3000 9604AF6222 (switch)
EASY BRIDGE 3000 9606AF7075 (billing office)
Modem Multitec MT1932zDX (Primary) 4797703
Modem Multitec MT1932ZDX (Secondary) 4724938
</TABLE>
<PAGE>
SIEMENS
STROMBERG-CARLSON
Installation Site: Los Angeles, CA
ITEM 01
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
<S> <C> <C>
Switching Equipment
Line Trunk Frame (LTF)
OCCSLTFFRM Line Trunk Frame 1
814742-566 Diagnostic Test Gen/Monitor 1
LTFDOORS LTF Doors, Front & Rear 1
LINGRPCUA Line Group CUA (LTF) 1
SLTFUTSCUA Trk/Svc Ckt CUA Grp 1
SLTFUSCUA Svc Ckt CUA Grp 4
814571-706 Digital TMF Rcv.(2/PWBA) 19
814572-576 Digital Sender (TMF/SATT) 6
814695-556 Digital DTMF Sender 6
814643-596 Digital DTMF Receiver 23
814742-576 (FOC) Digital DTMF Receiver 4
814574-936 2-Wire E&M Trunk PWBA 2
814574-932 Loop Trunk, Reverse Batt PWBA I
Digital Trunk Frame (DTF)
OCCSDTFFP Digital Trunk Frame 1
DTFDOORS DTF Doors, Front & Rear 1
SDS1HSTCUA DS1 Host Ckt CUA 6
817560-626A T1 Interface PWBA 48
817577-917A Blower Assembly w/fan Alarm 1
</TABLE>
681161CA/1:09/17/96 1
<PAGE>
SIEMENS
STROMBERG-CARLSON
Installation Site: Los Angeles, CA
ITEM 01
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
<S> <C> <C>
Switching Equipment
Control & Maintenance Frame (CMF)
SCMFOCC12.1 Control & Maint Frame OCC 12.1 1
CMFDOORS CMF Doors, Front & Rear 1
822068-819 DLI Transfer 1
814635-086 PWBA Ring (N+I) 1
814721-666 Serial Line Unit PVVBA 1
822010-676 Disk Drive Assy 2
822010-656 Tape Drive 1
817702-556 Traffic Measurement/Rec 1
817620-556 MSA PWBA 1
814727-626 J2 Maintenance Processor 1
822010-606 Power & Alarm PWBA : 1
817680-606A BMUX PWBA 1
822222-606A DM-11 1
TSlPWB17 TSI PWBA 4.
822702-536A PXAM II - 4MB 2
822727-696A J-Processor (8MB) 2
814770-656 PXA Memory PWBA 1/Mbyte 1
TPPOPVVB17 TPP PWBA (Sectors 0, 1) 1
OCCSNCS Sync Network Clock (Slave) 1
822718-596 Feature Processor (PWBA) 2
814095-626 Service Group Diag PWBA 1
</TABLE>
681161CA/1:09/17/96 2
<PAGE>
SIEMENS
STROMBERG-CARLSON
Installation Site: Los Angeles, CA
ITEM 01
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
<S> <C> <C>
Switching Equipment
Control & Maintenance Frame(CMF)(CONT)
OCCTAPE Tape Control PWBAs 1
814722-216A RS232 Interface Module 7
Power & Test Frame (PRT)
SPRTFOCC12.1 Power Ringing & Tst Fr OCC12.1 1
PRTDOORS PRT Doors, Front & Rear 1
817576-938 Circuit Breaker 100 Amp 7
814475-036 Alarm Sender PWBA 1
817576-912 Basic Cabinets & MTG for N+I) 1
814629-904 Ringing Generator (20 Hz) 1
817576-934 200VA DC/AC Non-Redund Invtr 1
814215-820 Cook 4 Chan Announcer (NT5M) 1
203352-581 4 Channel Announcer 1
Automatic Message Accounting
SAMAFRM AMA Frame 1
AMADOORS AMA Doors Rear 1
814421-908 Cook 1600 BPI Tape Drives (2) 2
814421-909 Cook 1600 BPI Strapping 2
</TABLE>
681161CA/1:09/17/96 3
<PAGE>
SIEMENS
STROMBERG-CARLSON
Installation Site: Los Angeles, CA
ITEM 01
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
<S> <C> <C>
Switching Equipment
Miscellaneous
4-24419-0290 DSX PnI-ADC DSX-DR 19 w/cord 2
PJ716 Bantam Patch Cord 8
2200B Channel Access Unit 1
203352-645 9600 Full Duplex Modems 1
202975-592 7' x 19" Relay Rack 1
207800-284 Installation Material 1
200110-119 Fuse 1 1/3 amp 20
200110-129 Fuse 3 amp 10
200110-429 Fuse 10 amp 5
200110-139 Fuse 5 amp 10
SD0000 Std System Documentation 1
D0001 Specifications, Paper 2
D0002 Site Drawings, Paper 2
203352-600 Hendry Filtered Fuse Panel 1
207630-911 Modem Eliminator OCC 2
207630-901 PKG Assy/Modem Eliminator 4
Superstructure & Cabling 1
Battery Distribution Frame
814053-043A 7ft Battery Discharge Frame 1
207521-733 Shield 1
</TABLE>
681161CA/1:09/17/96 4
<PAGE>
SIEMENS
STROMBERG-CARLSON
Installation Site: Los Angeles, CA
ITEM 01
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
<S> <C> <C>
Switching Equipment
Power Equipment
Customer Supplied
Distribution Frame Equipment
5065-8 Term Blocks Newton 8 x 26 4
5054 Newton Bracks (1 per 2 blks) 2
Maintenance & Administration Equipment
202958-464 Tape Cartridge 1
203352-608 Arrow Tape Drive Cleaning Kit 1
203352-283 Genicom 2120 Keyboard/Printer 1
7271-964 Box, Teleprinter Paper 1
</TABLE>
681161CA/1:09/17/96 5
<PAGE>
SIEMENS
STROMBERG-CARLSON
Installation Site: Los Angeles, CA
ITEM 01
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
<S> <C> <C>
Spare Circuit Packs
200110-099 Fuse 1/2 Amp 1
207630-042 Power Supply Shield 1
555020-125 Fuse, 3AG, 3A 1
555366-001 Switch, SPST 1
814288-526 Tape Diagnostic PWBA 1
814291-546 Tape Motion Cont. PWBA 1
814298-526 Tape Buffer PWBA 1
814439-056 PGC-1 PWBA 1
814440-076 PGC-2 PWBA 1
814441-056 MUX/DEMUX PWBA 1
814462--036A Power Supply PWBA 1
814463-026A Power Supply PWBA 1
814539-026 CMOS Codec Comm. PWBA 1
814727-626 J2 Maintenance Processor 1
817113-086 Power Supply PWBA 1
817524-066A LTC Interconnect PWBA 1
817560-626A T1 Interface PWBA 1
817561-526 T1 I/F Control 1 PWBA 1
817562-566 T1 I/F Control 2 PWBA 1
817564-026A Power Supply PWBA 1
817581-026 DS1 Terminator PWBA 1
817702-556A TMRS Processor 1
822010-656 Tape Drive 1
</TABLE>
681161CA/1:09/17/96 6
<PAGE>
SIEMENS
STROMBERG-CARLSON
Installation Site: Los Angeles, CA
ITEM 01
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
<S> <C> <C>
Spare Circuit Packs (Cont.)
822010-666 Tape Drive PVVBA 1
822015-536 Clock Generator (SNC) PWBA 1
822024-036A Power Monitor PWBA 1
822033-596A MCG -II PWBA 1
822034-536A Master Clock Dist. PVVBA 1
822289-566A TBI II PWBA 1
822723-556A Data Link III PWBA 1
822726-526A HD MSA/SL PWBA 1
822010-606A MSDA Pwr & Alarm 1
822010-636 Disk Drive Assy 1
822222-606A DLI-II 1
Software Features
999948 OCC Basic Features Package 1
011219 Trunks Automatic Routine Testing 1
011289 Out of Svc Limit for Server Grp. Eq. 1
012970 Glare Guard 1
018000 Paginated Print-out 1
026609 Route Treatment Expansion 1
053140 Alarm Repeat Notification 1
053150 Alarm LSSGR Compliant 1
053770 Alarm Spurt Alarm During Transfer 1
056519 Automatic Switch-Over 1
</TABLE>
681161CA/1:09/17/96 7
<PAGE>
Stromberg- Carlson
Installation Site: Los Angeles, CA
<TABLE>
<CAPTION>
DESCRIPTION QTY
----------- ----
<S> <C> <C>
ITEM 02 SS7 HARDWARE & SOFTWARE
822057-526 Signaling System Controller 2
822055-536 Communication Link Controller 2
814742-586 Continuity Test PWBA 3
822723-556 Data Link III 2
003009 Common Channel Signaling System 1
003019 Service Switching Point 1
003069 CCS7 Link Pair Software 1
ITEM 02A SS7 SPARES
822057-526 Signaling System Controller 1
822055-536 Communication Link Controller 1
ITEM 03 "A" LINKS
003069 CCS7 Link Pair Software 1
ITEM 04 Power Equipment
2029750593 7' x 23" Relay Rack 1
DDV85-19 Exide DD Battery 765 AH 1
203352-588 Charger/Lorain/200A RHM200D50 2
ITEM 05
Upgrade to Release 14.0 1
ITEM 06
De-Install at Calgary, pack 1
</TABLE>
681161CA/1:09/17/96 20
<PAGE>
ATHENA INTERNATIONAL LTD. LIABILITY CO.
DBA ATHENA INTERNATIONAL, I.LC
SITE: NEW YORK, NEW YORK
LEASE PAYMENTS
ADDENDUM TO LEASE AGREEMENT DATED June 25, 1996 BETWEEN
TELECOMMUNICATIONS FINANCE GROUP AND
ATHENA INTERNATIONAL LTD. LIABILITY CO.
DBA ATHENA INTERNATIONAL, LLC.
<TABLE>
<S> <C> <C>
EFFECTIVE DECEMBER 1,1996 (60 MONTHLY LEASE PAYMENTS)
ORIGINAL VALUE OF EQUIPMENT $451,430.34
RATE FACTOR PER $ 1,000 S21,993
ORIGINAL MONTHLY LEASE PAYMENT
EFFECTIVE MARCH 1,1997 (57 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION I $215,530.65
RATE FACTOR PER. $ 1,000 $22,851
ADDITION 1 MONTHLY LEASE PAYMENT $ 4,925.09
TOTAL MONTHLY LEASE PAYMENT $14,853.40
EFFECTIVE MAY 1,1997 (55 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION II $142,820.71
RATE FACTOR PER $ 1,000 $22,984
ADDITION II MONTHLY LEASE PAYMENT $ 3,282.59
TOTAL MONTHLY LEASE PAYMENT $18,135.99
EFFECTIVE SEPTEMBER 1,1997 (51 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION III $ 55,000.00
RATE FACTOR PER $1,000 $24,391
ADDITION III MONTHLY LEASE PAYMENT $ 1,341.51
TOTAL MONTHLY LEASE PAYMENT $19,477.50
EFFECTIVE NOVEMBER 1,1997 (49 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION IV $ 67,656.00
RATE FACTOR PER $ 1,000 $25,183
ADDITION IV MONTHLY LEASE PAYMENT $ 1,703.78
TOTAL MONTHLY LEASE PAYMENT $21,181.28
':
</TABLE>
<PAGE>
ATHENA INTERNATIONAL LTD. LIABILITY CO.
DBA ATHENA INTERNATIONAL, LLC
SITE: NEW YORK, NEW YORK
LEASE PAYMENTS (CONTINUED)
EFFECTIVE DECEMBER 2, 1997, THE LEASE TERM IS EXTENDED FROM 60 TO 63 MONTHS.
EFFFECTIVE JANUARY 1, 1998 (50 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION V $ 23,909.20
LEASE PAYMENTS ARE AS FOLLOWS:
01/01/98-03/01/98 $0
04/01/98-02/01/2002 $21,811.99
SUMMARY OF TOTAL LEASE PAYMENTS:
3 @ $ 9,928.31 = $ 29,784.93
2 @ $14,853.40 = $ 29,706.80
4 @ $18,135.99 = $ 72,543.96
2 @ $19,477.50 = $ 38,955.00
2 @ $21,181.28 = $ 42,362.56
3@$ .0- =$ -0-
47 @ $21,811.99 = $ 1,025,163.53
63 $ 1,238,516.78
ACCEPTED BY: /s/ Kevin H. Pollard
DATE: March 2, 1998
<PAGE>
SCHEDULE 1 OF EXHIBIT A
(CERTIFICATE OF DELIVERY AND ACCEPTANCE)
EQUIPMENT DESCRIPTION
The Items of personal property to be leased pursuant to this Lease Agreement,
dated as-of June 25, 1996 between TELECOMMUNICATIONS FINANCE GROUP, as Lessor,
and ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC, as
Lessee, are described below and in the attached equipment list(s):
<TABLE>
<CAPTION>
Equipment List
Number Description Amount
- -------------- ----------- ------
<S> <C> <C>
DCO-681098 A USED RELEASE 14 DCO-CS EQUIPPED AND $448,000.00
WIRED FOR 2304 PORTS PER DCO-681093,
ISSUE 01, DATED 05/29/96. INCLUDES TOLL-
FREE NUMBER EXPANSION AND 4-DIGIT CIC
FEATURES INCLUDING INSTALLATION.
ENHANCED SS-7 WITH 800 PORTABILITY.
INCLUDES SS-7 BACKWARD CALL INDICATION
AND CIRCUIT IDENTIFICATION FEATURES.
ADDITIONAL INSTALLATION EFFORT 1,736.00
FREIGHT 1,694.34
TFG-97199 ADDITION I 215,530.65
TFG-97217 ADDITION II 142,820.71
TFG-97266 ADDITION III 55,000.00
TFG-97293 ADDITION IV 67,656.00
TFG-98017 ADDITION V 23,909.20
-----------
TOTAL $956,346.90
===== ===========
</TABLE>
The above described equipment installed at:
60 Hudson Street, Suite M16, New York, New York 10013
ACCEPTED BY: /s/ Kevin H. Pollard
DATE: March 2, 1998
Dated: June 25, 1996
Revised: February 6, 1997
Revised: March 27, 1997
Revised: July 31, 1997
Revised: October13, 1997
Revised: February 26, 1998
<PAGE>
EQUIPMENT LIST # TFG-98017 DATED: February 26, 1998
COMPANY: ATHENA INTERNATIONAL LTD. LIABILITY CO.
ATHENA INTERNATIONAL, LLC
ADDITION: V
SITE LOCATION: NEW YORK, NEW YORK
<TABLE>
<CAPTION>
PART NO./DESCRIPTION QUANTITY AMOUNT
-------------------- -------- ------
<S> <C> <C>
STN
RESTRUCTURE CHARGES $23,909.20
----------
TOTAL $23,909.20
===== ==========
</TABLE>
<PAGE>
EQUIPMENT LIST # TFG-97293 DATED: October 13, 1997
COMPANY: ATHENA INTERNATIONAL LTD, LIABILITY CO.
ATHENA INTERNATIONAL, LLC
ADDITION: IV
SITE LOCATION: NEW YORK, NEW YORK
<TABLE>
<CAPTION>
PART NO./DESCRIPTION OUANTITY AMOUNT
- -------------------- -------- ------
<S> <C> <C>
SS-C
DTF-04 1152 PORT ADDITION PER
DCO-710018, ISSUE 1, DATED 01/03/97
(S.O.#072299) AS FOLLOWS:
MATERIAL 1 LOT $58,118.00
INSTALLATION 7,900.00
FREIGHT 1,638.00
----------
TOTAL $67,656.00
===== ==========
</TABLE>
<PAGE>
SIEMENS
Stromberg-Carlson
Installation Site: New York, NY
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
<S> <C> <C>
ITEM 01
DTF-04
------
817577-900 MG Basic DTF Assembly 1
817577-901 MG, DS1 Host CUA 6
817577-902 MG, Basics PWBAs DS1 CUA 6
207600-225 Frame Weldment 1
207800-079 Pkg Assy Front Door Mtg Hardware 1
207800-080 Pkg Assy Rear Door Mtg Hardware 1
207600-158 Door Assembly, Right I/0 2
207600-159 Door Assembly, Left I/O 2
207600-721 PWBA Guide 6
817560-606 PWBA, T1 Interface 48
817577-917 MG Blower w/Fan Alarm, Base 1
PRT-00
817576-938 Mod Group, Circuit Breaker 2
Miscellaneous
DSX-DR19 Cross Connect Panel 2
DOC-ADD Additions Documentation 1
</TABLE>
710018NY/1:02/06/97 1
<PAGE>
EQUIPMENT LIST # TFG-97266 DATED: July 31, 1997
COMPANY: ATHENA INTERNATIONAL LTD. LIABILITY CO.
ATHENA INTERNATIONAL, LLC
ADDITION: III
SITE LOCATION: NEW YORK, NEW YORK
<TABLE>
<CAPTION>
PART NO./DESCRIPTION QUANTIY AMOUNT
- -------------------- ------- ------
SS- C
<S> <C> <C>
RELEASE 15.0 UPGRADE PER DCO-710025,
ISSUE 1, DATED 04/08/97; EXPANSION OF
ROUTE GUIDE INDEXES, FEATURE #820398
(S.O.#072809) AS FOLLOWS:
MATERIAL 1 LOT $50,000.00
INSTALLATION 5.000.00
----------
TOTAL $55,000,00
===== ==========
</TABLE>
<PAGE>
EQUIPMENT LIST # TFG-97217 DATED: March 27, i997
COMPANY: ATHENA INTERNATIONAL LTD. LIABILITY CO.
ATHENA INTERNATIONAL, LLC
ADDITION: II
SITE LOCATION: NEW YORK, NEW YORK
<TABLE>
<CAPTION>
PART NO./DESCRIPTION QUANTITY AMOUNT
- -------------------- -------- ------
SS-C
<S> <C> <C>
DTF-03, 1152 PORT ADDITION PER
DCO-710001, ISSUE 2, DATED 01/03/97
(S.O.#070921) AS FOLLOWS:
MATERIAL 1 LOT $80,000.00
INSTALLATION 9,400.00
FREIGHT 980.00
INCREASED AUX TABLES #820085 PER
DCO-681151, ISSUE 01, DATED 08/19/96
(S.O.#071524) AS FOLLOWS:
MATERIAL 1 LOT 20,000.00
2 EJH PROCESSORS WITH 1 SPARE PER DCO-
7450001, ISSUE 01, DATED 10/17/96 (S.O.#071532)
AS FOLLOWS:
MATERIAL 1 LOT 30,420.00
INSTALLATION 2,000.00
FREIGHT 20. 71
------
TOTAL $142,820.71
===== ===========
</TABLE>
<PAGE>
SIEMENS
Stromberg-Carlson
Installation Site: New York, NY
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
<S> <C> <C>
ITEM 0l
CMF-00, CCS-03
822068-812 Diag. Grading Panel 1
822003-596A PWBA, (2W) SI HDI 4
822002-526 PWBA, TSI PGH I/F 4
207800-482 Cable Assembly (TSI/PGH) 4
822005-546A PWBA, (2VV) TPPO HDI 2
822006-566A PWBA, TPP1 2
822017-556A PWBA, TPP2 2
DTF-03
817577-900 MG Basic DTF Assembly 1
817577-901 MG, DS1 Host CUA 6
817577-902 MG, Basics PWBAs DS1 CUA 6
207600-225 Frame Weldment 1
207800-079 Pkg Assy Front Door Mtg Hardware 1
207800-080 Pkg Assy Rear Door Mtg Hardware 1
207600-158 Door Assembly, Right I/0 2
207600-159 Door Assembly, Left I/O 2
207600-721 PWBA Guide 6
817560-606 PWBA, T1 Interface 48
817577-917 MG Blower w/Fan Alarm, Base 1
</TABLE>
710001NY/2:01/03/97 1
<PAGE>
SIEMENS
Stromberg-Carlson
Installation Site: New York, NY ,
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
ITEM 01 (Cont.)
PRT-00
------
817576-938 Mod Group, Circuit Breaker 2
Miscellaneous
DSX-DR19 Cross Connect Panel 2
DOC-ADD Additions Documentation 1
ITEM 02
4-DDV85-19 Exide Battery 765 Amp Hour 1
NOTE: This battery is normally provided when DTF-03 is added.
ITEM 03
LTF-O0
------
814574-992 MG Service Circuit CUA 1
814574-995 PWBA Mod Group Basic PWBA 1
207600-720 PWBA Guide 1
814742-536 PVVBA, Univ. Service Circuit 5
814742-576 PWBA, (1W) Univ. Service Circuit 3
814571-766 PWBA (1W) Receiver NACT/EVACT 3
814695-556 PWBA (1W) DTMF Dig. Sender 2
814572-576 PWBA (1W) Dig. Sender TMF 2
NOTE: In order to mount this CUA in LTF-00, the Line CUA in CUA position 00 will
have to be removed.
710001NY/2:01/03/97 2
<PAGE>
EQUIPMENT LIST # TFG-97199 DATED: February 6, 1997
COMPANY: ATHENA INTERNATIONAL LTD. LIABILITY CO.
ATHENA INTERNATIONAL, LLC
ADDITION: I
SITE LOCATION: NEW YORK. NEW YORK
<TABLE>
<CAPTION>
PART NO./DESCRIPTION QUANTITY AMOUNT
- -------------------- -------- ------
SS-C
<S> <C> <C>
1152 PORT ADDITION PER DCO-681113,
ISSUE 01, DATED 07/01/96 (S.O.#070570)
AS FOLLOWS:
MATERIAL 1 LOT $82,000.00
INSTALLATION 9,400.00
FREIGHT 608.65
REAL TIME ANI FEATURE #823435
(S.O.#071803) 1 LOT 26,667.00
THIRD PARTY VENDOR- ACTION TELCOM
AMS PRIMARY SYSTEM, NAMS SECONDARY SYSTEM,
AVAS-AUTOMATED VOICE ALARMING SYSTEM, TCP/IP
PACKAGE, NETPLAN - LERG (SEE ATTACHED EQUIPMENT
LIST) 1 LOT 96,855.00
---------
TOTAL $215.530.65
===== ===========
</TABLE>
<PAGE>
Stromberg-Carlson
Installation Site: New York, NY
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
<S> <C> <C>
Switching Equipment
ITEM 01
DTF-02
------
817577-900 DTF Frame Assembly 1
817577-901 DS-1 Host CUA 6
817577-902 DS-1 Basic PWBAs 6
817560-626 T-1 Interface PWBA 48
207600-225 DTF Frame Assembly 1
207600-721A Card Guide 6
207800-079 Front Door Mounting 1
207800-080 Rear Door Mounting 1
207600-158 Right Door 2
207600-159 Left Door 2
817577-924 Base Mount Blower Assembly 1
LTF-01
814574-900 LTF Frame Assembly 1
814574-901 Supervisory Panel 1
814574-904 Ejector Bar 2
814574-903 Terminator Assembly 1
207600-720 Card Guide 1
207600-210 LTF Frame Package 1
207800-014 Terminal Block Assembly 1
</TABLE>
681113NY/1:07/01/96 2
<PAGE>
Stromberg-Carlson
Installation Site: New York, NY
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
<S> <C> <C>
Switching Equipment
ITEM 01
LTF-01 (Cont.)
814574-992 Universal Service CUA 1
814574-995 Basic PWBAs I
814742-576 Digital DTMF Receiver PWBA (FOC) 1
814571-686 Digital TMF Receiver PWBA 3
814572-576 Digital TMF Sender PWBA 3
814895-556 Digital DTMF Sender PWBA 3
814643-596 Digital DTMF Receiver PWBA 17
207600-160 Front Door Mounting 1
207600-471 Rear Door Mounting 1
207600-158 Right Door 2
207800-159 Left Door 2
CMF
814095-616 Service Group Diag, PWBA 1
822003-596 1024 Port TSI PWBA 4
822002-526 TSI/PGH Interface PWBA 4
207800-482 TSI/PGHGP Cable 4
822005-546 TPP 0 PWBA 2
822006-576 TPP 1 PWBA 2
822017-566 TPP 2 PWBA 2
822068-811 Diag. Grading Panel CCS-02 1
</TABLE>
681113NY/1:07/10/96 3
<PAGE>
Installation Site: New York, NY
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
<S> <C> <C>
Switching Equipment
ITEM 01
PRT
817576-938 Circuit Breaker 4
MISCELLANOUS
4-24419-0290 DSX Panel, ADC DSX-DR 19 2
PJ716 8antem Patch Cord 8
DOC.ADD Additions Documentation 1
</TABLE>
681113NY/1:07/10/96 4
<PAGE>
ACTION TELCOM EQUIPMENT LIST
>>>>> EQUIPMENT LIST AND WARRANTY INFORMATION ON NAMS SALE <<<<<
CUSTOMER: Athena PROJECT CODE
BUSINESS OFFICE ADDRESS:
BUSINESS OFFICE PHONE#: VOICE: ( ) FAX: ( )
SITE LOCATION:
SITE ADDRESS:
SITE PHONE#: VOICE: ( ) FAX: ( ) NAMS: ( )
SWITCH TECH:
SYSTEM NAME:
PURCHASE DATE: STARTUP DATE: WARRANTY END DATE:
PRIMARY SYSTEM EQUIPMENT: Name: Password:
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
Key Make Model # Serial # I/O IRQ ADDR STK
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
AC ACER 4166 1900022075
KB ACER 6311-K K6366280752P
MON ACER 7134-T M3TP61113253
VC PCI
HDC Adaptec Built-in AIC7870P 719411
HD IBM DHFS M1A63 B94666 ID =3(4-GB)
HD IBM DHFS EC486509 ID =0(4-GB)
HD IBM DHFS B81929 ID =1(4-GB)
FD Mitsumi. (1.44) D359T5 3170675
YD Panasonic(1.2) JU-475-5 00197599
TD Tandberg TDC-42222 42205208 ID=2
SL1 Digi Host Ad (1P)77000218 095251179
SL1 Digi Conc. (1P)70000666 09525179
X25 SWG SGX 10870 300 15 D0000
X25 SWG SGX-Daughter N/A
PRN Epson LP-870 40U1133226 7 3bc-3be
NET RACAL PCI Interlan T2 0207011BEAFC 14 PCI Slot 1
SER ACER Built-in Com 1/Com 2 4/3 3fS/2fS
CD NEC CDR222 5X012024212
DIA AVAS D/21D CG209544 5 D2000
P/S DELTA DPS35OEB Y2622003618
</TABLE>
I/P ADDRESS=
~MORY=
EED=
<PAGE>
<TABLE>
<CAPTION>
SOFTWARE: Primary
- --------------------------------------------------------------------------------
Key Make Serial # Activation Key #
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
SCO UNIX Sys 2DC030716 ollnxocm
FoxPro--V2 6 N/A
NAMS ATC NAMS II N/A
TERM Century CSU150754U3
NETCOM II version 4.5.3a net25828 Tc08al50e NOTES:
</TABLE>
NOTES:
- --------------------------------------------------------------------------------
>>>>> EQUIPMENT LIST AND WARRANTY INFORMATION ON NAMS SALE <<<<<
- --------------------------------------------------------------------------------
CUSTOMER: Athena
SITE LOCATION: Denver
STEM NAME:
SECONDARY SYSTEM EQUIPMENT: Name: Password:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
Key Make Model # Serial # I/O IRQ ADDR STK
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
PC ACER F520HB 1900022536
KB ACER 6311-K K6366200166 P
MON ACER 7134T M3TP62407942
vc ET4W32-5 0167237
HDC Adaptec (On-Board) AIC-7870P 719411
HD IBM DORS-32160 11S46H6072ZIM0002T6484
FD Mitsumi (1 44) D359Tss 2974189
FD Panasonic (1 2) JU-475-5 00026718
CD Sony CDU-76S 5032202
TD Tandberg 2.SGB TDC 4220 42205084 id=2
X25 SWG SGX 10880
NET RACAL Interlan PCI T2 0207011C0368
SER ACER (Built-in)
Power Supply DPS-2OOBP-8 S46150422818
</TABLE>
I/P ADDRESS=
MEMORY=
SOFTWARE: Secondary
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
Key Make Serial # Activation Key #
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
OS SCO UNIX sysV 2DG004883 Ivdjvdej
NAMS ATC NAME II [illegible] [illegible]
</TABLE>
<PAGE>
COMMUNICATIONS EQUIPMENT:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
Key Make Model # Serial #
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
DSU DDC VRT-1 (Stat-Mux)
DSU DDC VRT-1 (Stat-Mux)
DSU DDC VRT-1 (X.25 Link)
DSU DDC VRT-1 (X.25 Link)
Modem Multitec MT2834ZDX (Primary) 442500.3
Modem Multitec MT2834ZDX (Secondary) 4425001
</TABLE>
LOG: ATHENA Primary & Secondary
Unpack and set up equipment. Perform operational checks. KP Disassemble
equipment as necessary to obtain and log serial numbers from individual boards
and components. Gather and log software serial numbers and activation keys.
Configure and install AVAS, X25 boards and reassemble equipment. Performed
operational checks. JR
Secondary: Verified OS version. Performed SCRATCH and RECHECK RC modifications.
Checked serial and parallel ports. Removed and reinstalled tape device.
Configured printer. Made Root & Boot and tape backup. Tuned shell and relinked
kernel. Installed software drivers for SGX and Dialogic boards. Loaded Where and
CLS programs. Installed TERM and NAMS. KP
Also modified gettdefs and changed IRQ on Racal network card to 14 and made ALAD
driver and Boot disk, EISA Configuration Utility disk.
<PAGE>
Installation Site: New York, NY
ITEM O1
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ----
<S> <C> <C>
Switching Equipment
Line Trunk Frame (LTF)
OCCSLTFFRM Line Trunk Frame 1
814742-566 Diagnostic Test Gen/Monitor 1
LTFDOORS LTF Doors, Front & Rear 1
LINGRPCUA Line Group CUA (LTF) 1
SLTFUTSCUA Trk/Svc Ckt CUA Grp I
SLTFUSCUA Svc Ckt CUA Grp 6
814571-706 Digital TMF Rcv. (2/PWBA) 33
814572-576 Digital Sender (TMF/SATT) 9
814695-556 Digital DTMF Sender 9
814643-596 Digital DTMF Receiver 36
814742-576 (FOC) Digital DTMF Receiver 6
814574-936 2-Wire E&M Trunk PWBA 2
814574-932 Loop Trunk, Reverse Batt PWBA 1
Digital Trunk Frame (DTF)
OCCSDTFFRM Digital Trunk Frame 2
DTFDOORS DTF Doors, Front & Rear 2
SDS1HSTCUA DS1 Host Ckt CUA 12
817560-626A T1 interface PWBA 96
817577-917A Blower Assembly w/fan Alarm 2
</TABLE>
1
<PAGE>
Installation Site: New York, NY
ITEM O1
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ----
<S> <C> <C>
Switching Equipment
Control & Maintenance Frame (CMF)-
SCMFOCC Control & Maint Frame 1
CMFDOORS CMF Doors, Front & Rear 1
822068-819 DLI Transfer 1
814635-086 PWBA Ring (N+1) 1
814721-666 Serial Line Unit PWBA 1
822010-676 Disk Drive Assy 2
822010-656 Tape Drive 1
817702-556 Traffic Measurement/Rec 1
817620-556 MSA PWBA 1
814727-626 J2 Maintenance Processor 1
822010-606 Power & Alarm PWBA 1
817680-606A BMUX PWBA 1
822222-606A DLI-II 1
TSIPWB17 TSI PWBA 8
822702-536A PXAM II - 4MB 2
822727-696A J-Processor (8MB) 2
814770-656 PXA Memory PWBA 1/Mbyte 1
TPPOPWB17 TPP PWBA (Sectors 0) 1
OCCSNCS Sync Network Clock (Slave) 1
822718-596 Feature Processor (PWBA) 2
814095-626 Service Group Diag. PWBA 1
OCCTAPE Tape Control PWBAs 1
814722-216A RS232 Interface Module 7
</TABLE>
-2-
<PAGE>
INSTALLATION SITE: NEW YORK, NY
ITEM 01
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ----
<S> <C> <C>
Switching Equipment
Power & Test Frame (PRT)
SPRTF Power Ringing & Tst Fr 1
PRTDOORS PRT Doors, Front & Rear 1
817576-938 Circuit Breaker 100 Amp 9
814475-036 Alarm Sender PWBA 1
817576-912 Basic Cabinets & MTG for N+1) 1
814629-904 Ringing Generator (20 Hz) 1
817576-934 200VA DC/AC Non-Redund. Invtr 1
814215-820 Cook 4 Chart Announcer (NTSM) 1
203352-681 4 Channel Announcer I
Automatic Message-Accounting
SAMAFRM AMA Frame 1
AMADOORS AMA Doors Rear 1
814421-908 Cook 1600 BPI Tape Drives (2) 2
814421-909 Cook 1600 BPI Strapping 2
Miscellaneous
4-24419-0290 DSX Pnl-ADC DSX-DR 19 w/cord 4
PJ716 Bantam Patch Cord 16
2200B Channel Access Unit 1
203352-645 9600 Full Duplex Modems 1
202975-592 7' x 19" Relay Rack 1
207800-284 Installation Material 1
200110-119 Fuse I 1/3 amp 20
200110-129 Fuse 3 amp 10
200110-429 Fuse 10 amp 5
200110-139 Fuse 5 amp 10
</TABLE>
-3-
<PAGE>
Installation Site: New York, NY
ITEM O1
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ----
<S> <C> <C>
Switching Equipment
Miscellaneous (cont.)
SD0000 Std System Documentation 1
D0001 Specifications, Paper 2
D0002 Site Drawings, Paper 2
203352-600 Hendry Filtered Fuse Panel 1
207630-911 Modem Eliminator OCC 2
207630-901 PKG Assy/Modem Eliminator 4
Superstructure & Cabling 1
Battery Distribution Frame
814053-043A 7ft Battery Discharge Frame 1
207521-733 Shield 1
Power Equipment
(Separate Item)
Distribution Frame Equipment
5065-8 Term Blocks Newton 8 x 26 4
5054 Newton Bracks (1 per 2 blks) 2
Maintenance & Administration Equipment
202958-464 Tape Cartridge 1
203352-608 Arrow Tape Drive Cleaning Kit 1
203352-677 ADDS Video Terminal 1
203352-283 Genicom 2120 Keyboard/Printer 1
7271-964 Box, Teleprinter Paper I
</TABLE>
-4-
<PAGE>
Stromberg-Carlson Date: June 12, 1996
Installation Site: New York, NY
ITEM 01
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ----
<S> <C> <C>
Spare Circuit Packs
200110-099 Fuse 1/2, Amp 1
207630-042 Power Supply shield 1
555020-125 Fuse, 3AG, 3A 1
555366-001 Switch, SPST 1
814288-526 Tape Diagnostic PWBA 1
814291-546 Tape Motion Cont. PWBA 1
814298-526 Tape Buffer PWBA 1
814439-056 PGC-1 PWBA 1
814440-076 PGC-2 PWBA 1
814441-056 MUX/DEMUX PWBA 1
814462-036A Power Supply PWBA 1
814463-026A Power Supply PWBA 1
814539-026 CMOS codec Comm. PWBA 1
814727-626 J2 Maintenance Processor 1
817113-086 Power Supply PWBA 1
817524-066A LTC Interconnect PWBA 1
817560-626A T1 Interface PWBA 1
817561-526 T1 I/F Control 1 PWBA 1
817562-566 T1 I/F Control 2 PWBA 1
817564-026A Power Supply PWBA 1
817581-026 DS1 Terminator PWBA 1
817702-556A TMRS Processor 1
822010-656 Tape Drive 1
822010-666 Tape Drive PWBA 1
822015-536 Clock Generator (SNC) PWBA 1
822024-036A Power Monitor PWBA 1
822033-596A MCG - II PWBA 1
822034-536A Master Clock Dist. PWBA 1
822289-566A TBI II PWBA 1
</TABLE>
5
<PAGE>
Installation Site: New York, NY
ITEM O1
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ----
Spare Circuit Packs (Cont.)
822723-556A Data Link III PWBA 1
822726-526A HD MSA/SL PWBA 1
822010-606A MSDA Pwr & Alarm 1
822010-636 Disk Drive Assy 1
822222-606A DLI-II 1
Software Features
999948 OCC Basic Features Package 1
011219 Trunks Automatic Routine 1
Testing
011289 Out of Svc Limit for Server 1
Grp. Eq.
012970 Glare Guard 1
018000 Paginated Print-out 1
026609 Route Treatment Expansion 1
053140 Alarm Repeat Notification 1
053150 Alarm LSSGR Compliant 1
053770 Alarm Spurt Alarm During 1
Transfer
056519 Automatic Switch-Over 1
146339 TMRS LSSGR Format 1
146429 TMRS Additional Matrix 1
Elements
146439 TMRS Additional Cell Grouping 1
Registers
146449 TMRS Separations Summary 1
Reporting
146459 TMRS Expanded Separations 1
Reporting
-6-
<PAGE>
Installation Site: New York, NY
DESCRIPTION QTY
----------- ---
ITEM 02 887 HARDWARE & SOFTWARE .
- ------- -------------------------
822057-526 Signaling System Controller 2
822055'-536 Communication Link Controller 2
814742-586 Continuity Test PWBA 3
003009/ SS-7 Software 1
003019
003069 Link Pair Software 2
826210 SS7 Optional Backward Call 1
Indication
826220 SS7 Circuit Identification 1
(This Item is included in Item 01)
ITEM 02A SS7 SPARES
- -------- ----------
822057-526 Signaling System Controller 1
822055-536 Communication Link Controller 1
(This Item is included in Item 01)
ITEM 03 NAMS II
- ------- -------
NAMS II Used NAMS II from ISI Site 1
ITEM 03A "A" LINKS
- -------- ---------
003069 "A" Links 1
(maximum additional available
is 11)
ITEM 04 "A" LINK CONSOLIDATION FEATURE
- ------- ------------------------------
003029 "A" Link Consolidation 1
- 20 -
<PAGE>
Betty Kayton
Highpoint International Telecommunications, Inc.
JUWUL FAX 650-943-54480
- -----
X 4415
From: Nikki Vavreck Tuttle
Date: November 30, 1998
Pages: 4, including cover sheet.
Betty:
Jeff Boggs requested that the attached open
invoices be faxed to you. FYI all invoices up
to and including the invoices due 11/01/98 have
been paid in full by Athena International, LLC.
Should you have any questions, please feel free
to give me a call.
Nikki V. Tuttle
12/15/98 Nikki WRC
LMRC Name Change
From the desk of...
Nikki Vavreck Tuttle
Accountant
Telecommunications Finance Group
400 Rinehart Road
Lake Mary, FL 32746
Fax: 407-942-5093
<PAGE>
Remit to:
400 Rinehart Road DATE INVOICE NO.
Lake Mary, FL 32746 11/10/98 18516447
TO EQUIPMENT INSTALLED AT:
701 Poydras St, Suite 966
Suite 675 Denver, CO 80202-2928
New Orleans, LA 70139 County: Denver
<TABLE>
<CAPTION>
CUSTOMER # DUE DATE FROM TO LEASE NO.
66073 12/1198 11/2/98 12/01/98 185164
AMOUNT
<S> <C> <C> <C> <C> <C>
Please refer to attached Open Invoice Detail Report for
TOTAL AMOUNT DUE including all past due invoices
EQUIPMENT ON LEASE
CURRENT PERIOD
Equipment Rental for Stromberg Carlson 37,258.01
Digital Central Office Carrier Switch
Remaining deposit of $l6,859.47 to be applied to the final
installment or future additions
State Tax @ 3.00% 1,117.74
Local Tax @ 3.50% 1,304.03
Transit Tax @ 0.80% 298.06
Enclose duplicate Copy Of invoice with your remittance.
Direct billing inquiries to (407) 942-5781 TOTAL $39,77.84
</TABLE>
<PAGE>
Telecommunications Finance Group INVOICE
Remit to: DATE INVOICE NO.
400 Rinehart Road
Lake Mary, FL 32746 11/10/98 18520125
TO EQUIPMENT INSTALLED AT;
Athena International, LLC 60 Hudson Street
701 Poydras St. Suite MI6
Suite 675 New York, NY 10013
New Orleans, LA 70139 County: New York
<TABLE>
<CAPTION>
CUSTOMER # DUE DATE FROM TO LEASE NO.
66073 12/1/98 11/2/98 12/01/98 185201
AMOUNT
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Please refer to attached Open Invoice Detail Report
TOTAL AMOUNT DUE including all past due invoices
EQUIPMENT ON LEASE
CURRENT PERIOD
Equipment Rental for Siemens Stromberg - Carlton 21,811.99
Digital Central Office Carrier Switch
County Tax @ 4.00% 872.48
State Tax @ 4.00% 872.48
Transit Tax @ 0.25% 54.53
Enclose duplicate copy of invoice with your remittance.
Direct billing Inquiries to (407) 942-5781 Total $23,611.48
</TABLE>
<PAGE>
Telecommunications Finance Group INVOICE
Remit to:
400 Rinehart Road DATE INVOICE NO.
Lake Mary, FL 32746 11/10/98 18521219
TO EOUIPMENT INSTALLED AT:
Athena International, LLC. 800 West Sixth Street
701 Poydras St. Los Angeles, CA 90007
Suite 675 County: Los Angeles
New Orleans, LA 70139
<TABLE>
<CAPTION>
CUSTOMER # DUE DATE FROM TO LEASE NO.
66073 12/1/98 11/2/98 12/01/98 185212
<S> <C> <C> <C> <C> <C>
AMOUNT
Please refer to attached Open Invoice Detail Report for
TOTAL AMOUNT DUE including all past due invoices
EQUIPMENT ON LEASE
CURRENT PERIOD
Equipment Rental for SIEMENS Stromberg - Carlson 19,401.61
Digital Central Office Carrier Switch &
Peripheral Equipment
State Tax @ 6.25% 1,212.60
Transit Tax @ 1.00% 194.02
County Tax @ 1.00% 194.02
Enclose duplicate copy of invoice with your remittance.
Direct billing inquiries to (407) 942-5781. Total $21,002.25
** TOTAL PAGE.004 **
</TABLE>
<PAGE>
Telecommunications Finance Group
400 Rinehart Road o Lake Mary, FL 32746 o (407) 942-5094 o Fax, (407 942-5093
November 30, 1998
Athena International, Ltd. Liability Co. (Athena)
701 Poydras Street
675 One Shell Square
New Orleans, LA 70139
Advantage Capital Partners II Limited Partnership,
Advantage Capital Partners III Limited Partnership,
Advantage Capital Partners IV Limited Partnership, (collectively "Advantage")
909 Poydras Street, No. 2230
New Orleans, LA 70112
Highpoint International Telecom, Inc. (Highpoint)
1890 Shoreline Blvd.
Mountain View, CA 94043-1320
Re: Equipment Leases Entered into July 25, 1994, June 25, 1996, and October
31, 1996, Between Telecommunications Finance Group and Athena
International, Ltd. Liability Co. Covering Certain Siemens Information
and Communication Networks, Inc. Switching Equipment and Other
Peripheral Equipment as More Particularly Described in the Leases
(Leases)
Dear Sir or Madam:
Based on discussions among the addressees and Siemens Information and
Communication Networks, Inc., successor by way of merger to Siemens Telecom
Networks, formerly known as Siemens Stromberg-Carlson, and operating under the
name of Telecommunications Finance Group (TFG), TFG understands that as a result
of certain Asset Purchase, Agreement dated November 13, 1998, between and among
the addressees (Purchase Agreement) Athena desires to assign the Leases to
Advantage who, in turn, desires to assign the Leases to Highpoint. This letter
shall serve as TFG's consent to such assignment and release of each of Athena
and Advantage from any and all present and future obligations under thc Leases
provided the following conditions are met:
1. Highpoint shall be the ultimate assignee and the assignments shall
be effective on or before December 15, 1998.
2. Highpoint agrees to be bound by and promptly pay, perform, assume
and discharge any and all obligations of lessee under the Leases
following assignment, notwithstanding any contrary or inconsistent
provisions of the documents of assignment.
3. Highpoint shall indemnify and hold TFG harmless and, at TFG's
election, shall defend TFG, its employees, agents, officers,'
successors and assigns from any and all claims, liabilities,
reasonable costs, damages, reasonable expenses and attorney's fees
resulting
<PAGE>
from or attributable to Highpoint's failure to perform the
obligations assumed by it under the Leases, which obligations shall
constitute all obligations set forth under the Leases commencing as
of the assignment of the Leases to Highpoint.
4. Advantage and Highpoint agree that all terms and conditions of.
Software License Agreement (Exhibit B to Leases) apply, and
furthermore Highpoint agrees to execute promptly upon completion of
the assignments a new Software License Agreement in the form
attached hereto as Attachment 1 to become a new Exhibit B to the
Leases.
5. Highpoint shall cause its parent, Highpoint Telecommunications,
Inc., to execute simultaneously with execution of the assignments a
guaranty in the form attached hereto Attachment 2.
6. Receipt by TFG of all payments due under the Leases up to the date
of assignment.
7. Highpoint will execute and deliver to TFG all necessary documents
(security forms, secretarial certificates, etc.) immediately
following the assignment.
8. This Agreement may be executed in multiple counterparts with the
same effect as if all signing parties had signed the same document.
All counterparts shall be construed together and constitute the
same instrument. Telecopied signatures shall be deemed to have the
authenticity and validity of original signatures.
By signing in the space provided below, Advantage and Highpoint acknowledge and
accept the above conditions.
Telecommunications Finance Group
By: /s/ Jeffrey D. Boggs
--------------------------------
Title: Director, Credit & Leasing
-----------------------------
Print Name: Jeffrey D. Boggs
------------------------
Highpoint International Telecom, Inc. Advantage Capital Partners II Limited
Partnership
By: /s/ David Warnes Advantage Capital Partners III Limited
-------------------------------- Partnership
Its authorized representative
Advantage Capital Partners IV Limited
Partnership
Title: By:
----------------------------- -----------------------------------
Print Name: David Warnes Its authorized representative
------------------------
Title:
--------------------------------
Print Name:
---------------------------
<PAGE>
from or attributable to Highpoint's failure to perform the
obligations assured by it under the Lease which obligations shall
constitute all obligations set forth under the Lease commencing as
of the assignment of the to Highpoint
4. Advantage and Highpoint agree that all terms and conditions of
Software License Agreement (Exhibit B to lease) apply, and
furthermore Highpoint agrees to execute promptly upon completion of
all assignments, and new Software License Agreement in the form
attached hereto as Attachment I to become a new Exhibit B to the
Lease.
Highpoint sha11 cause its parent, Highpoint Telecommunications,
Inc., to execute simultaneously with execution of the assignments a
guaranty in the form attached hereto as Attachment 2.
6. Receipt by TFG of all payments due under the Lease up to the date
of assignment
Highpoint will execute and deliver to TFG all necessary documents
(security forms, secretarial certificates, etc.) immediately
following the assignment.
8. This Agreement may be executed in multiple counterparts with the
same effect at if all signing parties had signed the same document.
All counterparts shall be construed together and constitute the
same instrument. Telecopied signatures shall be deemed to have the
authenticity and validity of original signatures.
By signing in the space provided below, Advantage and Highpoint acknowledge and
accept the above conditions.
Telecommunications Finance Group
By: /s/ Jeffrey D. Boggs
--------------------------------
Title: Director, Credit & Leasing
-----------------------------
Print Name: Jeffrey D. Boggs
------------------------
Highpoint International Telecom, Inc. Advantage Capital Partners II Limited
Partnership
By: Advantage Capital Partners III Limited
-------------------------------- Partnership
Its authorized representative
Advantage Capital Partners IV Limited
Partnership
Title:
-----------------------------
Print Name: By: /s/ Steven T. Stull
------------------------ --------------------------------
Title: President
-----------------------------
Print Name: Steven T. Stull
------------------------
<PAGE>
GUARANTY
Guaranty made this 30 day of Nov. , 1998 by Highpoint Telecommunications, Inc.,
a Canadian corporation with main offices located at 999 West Hastings it #1030,
Vancouver, BC V6C 2W2, herein referred to as Guarantor, to Siemens Information
and Communication Networks, Inc., AKA Telecommunications Finance Group, with
offices located at 400 Rinehart Road, Lake Mary, Florida 32746, herein referred
to as Obligee.
SECTION ONE
STATEMENT OF GUARANTY
As an inducement to Obligee to consent to the assignment from Athena
International Ltd. Liability Co. dba Athena International, LLC to Advantage and
ultimately to Highpoint International Telecom, Inc. (formerly Highpoint Capital,
Inc.) of a certain leases dated July 25, 1994 and June 25, 1996 and October 31,
1996 (the "Leases") between Athena International Ltd. Liability Co. dba Athena
International, LLC and Obligee, the undersigned Guarantor irrevocably and
unconditionally guarantees payment when due, whether by acceleration or
otherwise, of the lease payments, and in all schedules or leases assigned or
hereafter entered into with Obligee and all the obligations and liabilities due
under such leases, together with all interest thereon and all attorneys' fees,
costs and expenses, in enforcing any such obligations and liabilities. The right
of recovery against Guarantor under this Guaranty is unlimited.
SECTION TWO
ACKNOWLEDGEMENT OF ASSIGNMENT OF LEASE
The undersigned Guarantor acknowledges assignment of the leases and consents to
such assignment, as well as any future assignments, and specifically agrees that
this Guaranty is and shall be an open and continuing Guaranty and all
obligations and liabilities to which it applies or may apply shall be
conclusively presumed to have been created in reliance hereon and shall continue
in full force and effect, notwithstanding an)' (a) change in rentals or other
obligations under the lease, (b) renewals, modifications, additions or
extensions thereto or extensions of time to perform any of the obligations
thereunder.
The undersigned Guarantor specifically waives notice of any such changes,
renewals, modifications, additions, extensions or of any default by the Lessee.
The undersigned Guarantor further agrees and consents to any assignment of this
Guaranty, in which event it shall ensure to the benefit of any such assignee
with the same force and effect as though the assignee was specifically named
herein, and waives any notice of any such assignment.
SECTION THREE
EFFECT OF INVALIDITY
No invalidity, irregularity or unenforceability of all or part of the
obligations and liabilities hereby guaranteed or of any security therefore shall
affect, impair or be a defense to this Guaranty. This Guaranty is a primary
obligation of the undersigned Guarantor.
SECTION FOUR
GOVERNING LAW
This instrument shall be deemed to have been made in the County of Seminole,
State of Florida, and shall be interpreted in accordance with the laws of the
State of Florida.
As part of the consideration for the assignment of the lease, the undersigned
Guarantor agrees that any and all actions or proceedings arising directly or
indirectly from this Guaranty shall be litigated in courts having a situs within
the State of Florida.
<PAGE>
The undersigned Guarantor consents to the jurisdiction of any local, state, or
federal court located within the State of Florida, and waives personal service
of any and all process, and consents that all such service of process may be
made by certified or registered mail, return receipt requested, directed to the
undersigned at the address first stated above.
SECTION FIVE
BINDING EFFECT
This Guaranty shall bind the respective heirs, executors, administrators,
successors, and assigns of the undersigned Guarantor.
In witness whereof, Guarantor has executed this Guaranty at the day and year
first above written.
HIGHPOINT TELECOMMUNICATIONS, INC.
By: /s/ Robin Brown
------------------------------
Robin Brown V.P.
-------------------------------
(Name and Title)
Date Signed: 12/04/98
--------------------
<PAGE>
SECRETARY'S CERTIFICATE
I, David Warnes, do hereby certify that I am the Secretary of HIGHPOINT
INTERNATIONAL TELECOM, INC. (FORMERLY HIGHPOINT CAPITAL, INC.), a corporation
duly organized and existing under the laws of the State of Nevada
("Corporation"); that I am the keeper of the seal of the corporation and
corporate records, including, without limitation, the Charter, By-Laws and the
minutes of the meeting of the Board of Directors of the Corporation; that the
following is an accurate and compared transcript of the resolutions contained in
the minute book of the Corporation, which resolutions were duly adopted and
ratified at a meeting of the Board of Directors of the Corporation duly convened
and held in accordance with the By-Laws and Charter of the Corporation on the --
day of ,19---, at which time a quorum was present and acted throughout; and that
said resolutions have not in any way been modified, repealed or rescinded, but
are in full force and effect:
"RESOLVED, that any officer of the Corporation be and is
hereby authorized and empowered in the name and on behalf of this
Corporation to enter into one or more lease agreements with
Telecommunications Finance Group ("hereinafter called "LESSOR")
concerning personal property leased to the Corporation; from time to
time to modify, supplement or amend any such agreements; and to do and
perform all other acts and things deemed by such officer to be
necessary, convenient or proper to carry out any of the foregoing; and
be it
FURTHER RESOLVED, that all that any officer shall have done or
may do in the premises is hereby ratified and approved; and be it
FURTHER RESOLVED, that the foregoing resolutions shall remain
in full force and effect until written notice of their amendment or
recission shall have been received by LESSOR and that receipt of such
notice shall not effect any action taken or loans or advances made by
LESSOR prior thereto and LESSOR is authorized to rely upon said
resolutions until receipt by it of written notice of any change; and be
it
FURTHER RESOLVED, that the Secretary be and is hereby
authorized and directed to certify to LESSOR that the foregoing
resolutions and provisions thereof are in conformity with the Charter
and By-Laws of this Corporation."
I do further certify that the Lease Agreement entered into by the
Corporation and LESSOR concerning the following items of personal property:
Siemens Information and Communication Networks, Inc. Designated Product plus
Peripheral Equipment
is one of the agreements referred to in said resolutions and was duly executed
pursuant thereto and there are no restrictions imposed by the Charter or By-Laws
of the Corporation restricting the power or authority of the Board of Directors
of the Corporation to adopt the foregoing resolutions or upon the Corporation or
its officers to act in accordance therewith.
I do further certify that the following are names and specimen signatures
of officers of the Corporation empowered and authorized by the above
resolutions, each of which has been duly elected to hold and currently holds the
office of the Corporation set opposite his name:
NAME OFFICE SIGNATURE
---- ------ ---------
IN WITNESS WHEREOF I have hereunto set my hand and affixed the seal of the
Corporation this 30 day of Nov 1998.
(SEAL) -----------------------------------------------
Secretary of HIGHPOINT INTERNATIONAL,TELECOM, INC.
(FORMERLY HIGHPOINT CAPITAL, INC.)
<PAGE>
<TABLE>
<S> <C> <C> <C>
Matthew Dickstein
This STATEMENT is presented for filing pursuant to the California Uniform Commercial Code DESK COPY
- ------------------------------------------------------------------------------------------------------------------------------------
File No. Orig. 1A. Date at Filing of Orig. 1B. Date of 1C. Place of Filing Orig.
Financing Statement 1A. Financing Statement Orig. Financing Statement Financing Statement STATE OF CALIFORNIA
05060505 2/10/97 11/6/96
- ------------------------------------------------------------------------------------------------------------------------------------
DEBTOR (Last Name First) 2A. Social Security No., Federal Tax No.
INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC 72-1280590
- ------------------------------------------------------------------------------------------------------------------------------------
Mailing Address 2C. City, State 2D.Zip Code
l POYDRAS ST., 675 ONE SHELL SQUARE NEW ORLEANS, LA 70139
- ------------------------------------------------------------------------------------------------------------------------------------
ADDITIONAL DEBTOR (If Any) (Last Name First) 3A, Social Security No., Federal
Tax No.
- ------------------------------------------------------------------------------------------------------------------------------------
Mailing Address 3C. City, State 3D. Zip Code
SECURED PARTY TELECOMMUNICATIONS FINANCE GROUP 4A Social Security No.,
Federal Tax No.
NAME or Bank Transit and A.B.A.
No.
MAILING ADDRESS 400 RINEHART ROAD 52-2122392
CITY LAKE MARY STATE FL ZIPCODE 32746
- ------------------------------------------------------------------------------------------------------------------------------------
ASSIGNEE OF SECURED PARTY (If Any) 5A Social Security No.,
Federal Tax No.
NAME or Bank Transit and A.B.A.
No.
MAILING ADDRESS
CITY STATE ZIP CODE
- ------------------------------------------------------------------------------------------------------------------------------------
A [ ] CONTINUATION-The original Financing Statement between the foregoing Debtor and Secured Party bearing the file number
and date shown above is continued. If collateral is crops or timber, check here [ ] and Insert description of real
property on which growing or to be grown in item 7 below,
- ------------------------------------------------------------------------------------------------------------------------------------
B [ ] RELEASE-From the collateral described In the Financing Statement bearing the file number shown above, the Secured
Party releases the collateral described in item 7 below.
- ------------------------------------------------------------------------------------------------------------------------------------
C [ ] ASSIGNMENT-The Secured Party certifies that the Secured Party has assigned to the Assignee above named, all the Secured C
Party's rights under the Financing Statement bearing the file number shown above In the collateraldescribed in Item 7
below.
- ------------------------------------------------------------------------------------------------------------------------------------
D [ ] TERMINATION-The Secured Party certifies that the Secured Party no longer claims a security interest under the Financing
Statement bearing the file number shown above.
- ------------------------------------------------------------------------------------------------------------------------------------
E [X] AMENDMENT-The Financing Statement bearing the file number shown above is amended as set forth in item 7 below. (Signature
of Debtor required on all amendments.)
- ------------------------------------------------------------------------------------------------------------------------------------
F [ ] OTHER
- ------------------------------------------------------------------------------------------------------------------------------------
NEW DEBTOR IS AS FOLLOWS:
HIGHPOINT INTERNATIONAL TELECOM, INC. - FEIN: 91-1917016
1890 SHORELINE BLVD.
MOUNTAIN VIEW, CA 94043-1320
THIS DEBTOR ASSUMES ALL RESPONSIBILITY UNDER THIS LEASE AGREEMENT.
(SITE: LOS ANGELES, CA)
- ------------------------------------------------------------------------------------------------------------------------------------
9. This Space for Use of Filing Officer
(Date) Nov 30 1998 (Date, Time, Filing Office)
-------------------- --
HIGHPOINT INTERNATIONAL TELECOM, INC.
By
----------------------------------------------------------------------------
SIGNATURE (S) OF DEBTOR(S) (TITLE)
TELECOMMUNICATIONS FINANCE GROUP
By:
---------------------------------------------------------------------------
SIGNATURE (S) OF SECURED PARTY (IES) (TITLE)
- --------------------------------------------------------------------------------
1O. Return Copy to
TELECOMMUNICATIONS FINANCE GROUP
400 RINEHART RD.
LAKE MARY, FL 32746
ATTN: J. KEYS (A-5)
UNIFORM COMMERCIAL CODE-FORM UCC-2
Printed by UCC
Control-Libra Soft, Inc.
(1) FILING OFFICER COPY Approved by the Secretary of State 229 Johnson St., Suite C, Santa Fe, NM 87501
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
Matthew Dickstein
This STATEMENT is presented for filing pursuant to the California Uniform Commercial Code DESK COPY
- ------------------------------------------------------------------------------------------------------------------------------------
File No. Orig. 1A. Date at Filing of Orig. 1B. Date of 1C. Place of Filing Orig.
Financing Statement 1A. Financing Statement Orig. Financing Statement Financing Statement LOS ANGELES COUNTY
7-360980 3/11/97 11/6/96
- ------------------------------------------------------------------------------------------------------------------------------------
DEBTOR (Last Name First) 2A. Social Security No., Federal Tax No.
A INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC 72-1280590
- ------------------------------------------------------------------------------------------------------------------------------------
Mailing Address 2C. City, State 2D.Zip Code
l POYDRAS ST., 675 ONE SHELL SQUARE NEW ORLEANS, LA 70139
- ------------------------------------------------------------------------------------------------------------------------------------
ADDITIONAL DEBTOR (If Any) (Last Name First) 3A, Social Security No., Federal
Tax No.
- ------------------------------------------------------------------------------------------------------------------------------------
Mailing Address 3C. City, State 3D. Zip Code
SECURED PARTY TELECOMMUNICATIONS FINANCE GROUP 4A Social Security No.,
Federal Tax No.
NAME or Bank Transit and A.B.A.
No.
MAILING ADDRESS 400 RINEHART ROAD 52-2122392
CITY LAKE MARY STATE FL ZIPCODE 32746
- ------------------------------------------------------------------------------------------------------------------------------------
ASSIGNEE OF SECURED PARTY (If Any) 5A Social Security No.,
Federal Tax No.
NAME or Bank Transit and A.B.A.
No.
MAILING ADDRESS
CITY STATE ZIP CODE
- ------------------------------------------------------------------------------------------------------------------------------------
A [ ] CONTINUATION-The original Financing Statement between the foregoing Debtor and Secured Party bearing the file number
and date shown above is continued. If collateral is crops or timber, check here [ ] and Insert description of real
property on which growing or to be grown in item 7 below,
- ------------------------------------------------------------------------------------------------------------------------------------
B [ ] RELEASE-From the collateral described In the Financing Statement bearing the file number shown above, the Secured
Party releases the collateral described in item 7 below.
- ------------------------------------------------------------------------------------------------------------------------------------
C [ ] ASSIGNMENT-The Secured Party certifies that the Secured Party has assigned to the Assignee above named, all the Secured C
Party's rights under the Financing Statement bearing the file number shown above In the collateraldescribed in Item 7
below.
- ------------------------------------------------------------------------------------------------------------------------------------
D [ ] TERMINATION-The Secured Party certifies that the Secured Party no longer claims a security interest under the Financing
Statement bearing the file number shown above.
- ------------------------------------------------------------------------------------------------------------------------------------
E [X] AMENDMENT-The Financing Statement bearing the file number shown above is amended as set forth in item 7 below. (Signature
of Debtor required on all amendments.)
- ------------------------------------------------------------------------------------------------------------------------------------
F [ ] OTHER
- ------------------------------------------------------------------------------------------------------------------------------------
NEW DEBTOR IS AS FOLLOWS:
HIGHPOINT INTERNATIONAL TELECOM, INC. - FEIN: 91-1917016
1890 SHORELINE BLVD.
MOUNTAIN VIEW, CA 94043-1320
THIS DEBTOR ASSUMES ALL RESPONSIBILITY UNDER THIS LEASE AGREEMENT.
(SITE: LOS ANGELES, CA)
- ------------------------------------------------------------------------------------------------------------------------------------
9. This Space for Use of Filing Officer
(Date) Nov 30 1998 (Date, Time, Filing Office)
-------------------- --
HIGHPOINT INTERNATIONAL TELECOM, INC.
By
----------------------------------------------------------------------------
SIGNATURE (S) OF DEBTOR(S) (TITLE)
TELECOMMUNICATIONS FINANCE GROUP
By:
---------------------------------------------------------------------------
SIGNATURE (S) OF SECURED PARTY (IES) (TITLE)
- --------------------------------------------------------------------------------
1O. Return Copy to
TELECOMMUNICATIONS FINANCE GROUP
400 RINEHART RD.
LAKE MARY, FL 32746
ATTN: J. KEYS (A-5)
UNIFORM COMMERCIAL CODE-FORM UCC-2
Printed by UCC
Control-Libra Soft, Inc.
(1) FILING OFFICER COPY Approved by the Secretary of State 229 Johnson St., Suite C, Santa Fe, NM 87501
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
This STATEMENT is presented for filing pursuant to Chapter 9 of the Louisiana Commercial Laws DESK COPY
- ------------------------------------------------------------------------------------------------------------------------------------
File No. of Orig. 1A. Date at Filing of Orig. 1B. Date of 1C. Place of Filing Orig.
Financing Statement Financing Statement Orig. Financing Statement Financing Statement
7-360980 3/11/97 11/6/96 Los Angeles County
- ------------------------------------------------------------------------------------------------------------------------------------
DEBTOR (LAST NAME, FIRST, MIDDLE-IF AN INDIVIDUAL) 2A. SS# OR EMPLOYER I.D. NO.
ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC 72-1280590
- ------------------------------------------------------------------------------------------------------------------------------------
2B.Mailing Address 2C. City, State 2D.Zip Code
701 POYDRAS ST., 675 ONE SHELL SQUARE NEW ORLEANS, LA 70139
- ------------------------------------------------------------------------------------------------------------------------------------
ADDITIONAL DEBTOR (IF ANY)(LAST NAME FIRST) 3A. SS# OR EMPLOYER I.D. NO
- ------------------------------------------------------------------------------------------------------------------------------------
3B. MAILING ADDRESS 3C. City, State 3D.Zip Code
- ------------------------------------------------------------------------------------------------------------------------------------
SECURED PARTY TELECOMMUNICATIONS FINANCE GROUP 4A. SS# OR EMPLOYER I.D. NO.
52-2122392
NAME
MAILING ADDRESS 400 RINEHART ROAD
CITY LAKE MARY STATE FL ZIP CODE 32746
- ------------------------------------------------------------------------------------------------------------------------------------
ASSIGNEE OF SECURED PARTY (IF ANY) 5A. SS# OR EMPLOYER I.D. NO.
NAME
MAILING ADDRESS
CITY STATE ZIP CODE
- ------------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------ORIGINAL FINANCING STATEMENT--------------------------------------------------------
6A. FILE NO. OF ORIGINAL FINANCING STATEMENT 6B, PRE-CHAPTER 9 ENTRY NO. 6C. PARISH IN WHICH FILED 6D. DATE OF ORIGINAL FILING
36-114237 PARISH OF ORLEANS, LA 1/22/97
- ------------------------------------------------------------------------------------------------------------------------------------
7. TYPE OF ACTION (Check only one)
A [ ] CONTINUATION- The original Financing Statement between the Debtor and Secured Party bearing the file number shown
above is still effective.
B [ ] RELEASE- The Secured Party releases the collateral described in Item No. 8 below from the Financing Statement bearing
the number shown above.
C [ ] PARTIAL ASSIGNMENT- Some or the secured party's rights under the Financing Statement bearing the file number shown
above have been assigned to the assignee above Named. A description of the collateral subject to the assignment is set
forth in Item No. 8 below.
D [ ] ASSIGNMENT- The Secured Party has assigned to the Assignee above named all the Secured Party's rights under the
Financing Statement bearing the file number shown above.
E [ ] TERMINATION- The Secured Party no longer claims a security interest under the Financing Statement bearing the file
number shown above.
F [X] AMENDMENT- The Financing Statement bearing the file number shown above is amended as set forth in Item No. 8 below.
G [ ] OTHER
----------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
8. DESCRIPTION (Required for Release, Assignment, Amendment and Reinscription of Pre-Chapter 9 Filings)
NEW DEBTOR IS AS FOLLOWS:
HIGHPOINT INTERNATIONAL TELECOM, INC. FEIN: 91-1917016
1890 SHORELINE BLVD.
MOUNTAIN VIEW, CA 94043-1320
THIS DEBTOR ASSUMES ALL RESPONSIBILITY UNDER THIS LEASE AGREEMENT.
(SITE: LOS ANGELES, CA)
- ------------------------------------------------------------------------------------------------------------------------------------
9. SIGNATURE (S) OF DEBTOR (S) IF REQUIRED 12. THIS SPACE FOR USE OF FILING OFFICER
HIGHPOINT INTERNATIONAL TELECOM, INC. (DATE, TIME, ENTRY # AND FILING OFFICER)
- -------------------------------------------------------------------------------
PARTY (IES) (if applicable)
TELECOMMUNICATIONS FINANCE GROUP
- --------------------------------------------------------------------------------
11. Return copy to:
NAME TELECOMMUNICATIONS FINANCE GROUP
ADDRESS 400 RINEHART RD.
LAKE MARY, FL 32746
ZIP CODE CITY, STATE ATTN: J. KEYS (A-5) ----------------------------------------------------
- -------------------------------------------------------------------------------
13. Number of additional sheets presented 0
----------------------------------------------------
LOUISIANA APPROVED FORM UCC-3 SECRETARY OF STATE W. FOX McKEITHEN (REV. 1/92)
(1) FILING OFFICER COPY
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
This STATEMENT is presented to a filing officer for filing pursuant to the Uniform Commercial Code. 3 Maturity date (if any):
DESK COPY
- ------------------------------------------------------------------------------------------------------------------------------------
1. Debtor(s) (Last Name First) and address (es) 2. Secured Party (ies) and address (es) For Filing Officer (Date, Time,
Number, and Filing
ATHENA INTERNATIONAL LTD. TELECOMMUNICATIONS FINANCE Office)
LIABILITY CO. GROUP
701 POYDRAS ST., 675 ONE SHELL 400 RINEHART ROAD
NEW ORLEANS, LA 70139 LAKE MARY, FL 32746
FEIN: 72-1280590 FEIN: 52-2122392
- ---------------------------------------------------------------------------------------
4. This statement refers to original Financing Statement bearing File No. 942086285
Filed with Secretary of State, CO Date Filed 11/21/94
- ------------------------------------------------------------------------------------------------------------------------------------
5. [ ] Continuation. The original financing statement between the foregoing Debtor and Secured Party, bearing file number shown
above, is still effective.
6. [ ] Termination. Secured party no longer claims a security interest under the financing statement bearing file number shown
above.
7. [ ] Assignment. The secured party's right under the financing statement bearing file number shown above to the properly
described in Item 10 have been assigned to the Assignee whose name and address appears in Item 10.
8. [X] Amendment Financing Statement bearing file number shown above is amended as set forth in item 10.
9. [ ] Partial Release Secured Party releases the collateral described in Item 10 from the financing statement bearing file number
shown above.
- ------------------------------------------------------------------------------------------------------------------------------------
10. NEW DEBTOR IS AS FOLLOWS:
HIGHPOINT INTERNATIONAL TELECOM, INC. - FEIN: 91-1917016
1890 SHORELINE BLVD.
MOUNTAIN VIEW, CA 94043-1320
THIS DEBTOR ASSUMES ALL RESPONSIBILITY UNDER THIS LEASE AGREEMENT.
(SITE: DENVER, CO)
No. of additional Sheets presented: 0
- ------------------------------------------------------------------------------------------------------------------------------------
HIGHPOINT INTERNATIONAL TELECOM, INC. TELECOMMUNICATIONS FINANCE GROUP
- ----------------------------------------------------------------------- -----------------------------------------------
By: By:
-------------------------------------------------------------------- -----------------------------------------------
Signature(s) Of Debtor(s) (necessary only if item 8 is applicable). Signature(s) of Secured Party (ies)
STANDARD FORM-FORM UCC-3
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
This STATEMENT is presented for filing pursuant to Chapter 9 of the Louisiana Commercial Laws DESK COPY
- ------------------------------------------------------------------------------------------------------------------------------------
1A. DEBTOR (LAST NAME, FIRST, MIDDLE-IF AN INDIVIDUAL) 1B. SS# OR EMPLOYER I.D. NO.
ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC 72-1280590
- ------------------------------------------------------------------------------------------------------------------------------------
701 POYDRAS ST., 675 ONE SHELL SQUARE NEW ORLEANS, LA 70139
- ------------------------------------------------------------------------------------------------------------------------------------
2A. ADDITIONAL DEBTOR (IF ANY)(LAST NAME, FIRST, MIDDLE-IF AN INDIVIDUAL) 2B. SS# OR EMPLOYER I.D. NO.
- ------------------------------------------------------------------------------------------------------------------------------------
2C. MAILING ADDRESS
- ------------------------------------------------------------------------------------------------------------------------------------
3A. ADDITIONAL DEBTOR DEBTOR'S TRADE NAMES OR STYLES (IF ANY) 3B. SS# OR EMPLOYER I.D. NO.
- ------------------------------------------------------------------------------------------------------------------------------------
3C. MAILING ADDRESS
- ------------------------------------------------------------------------------------------------------------------------------------
4A. SECURED PARTY SECURED PARTY INFORMATION 4B. SS# OR EMPLOYER I.D. NO.
TELECOMMUNICATIONS FINANCE GROUP 52-2122392
- ------------------------------------------------------------------------------------------------------------------------------------
4C. MAILING ADDRESS
400 RINEHART ROAD LAKE MARY, FL 32746
- ------------------------------------------------------------------------------------------------------------------------------------
5A. ASSIGNEE OF SECURED PARTY (IF ANY) 5B. SS# OR EMPLOYER I.D. NO.
- ------------------------------------------------------------------------------------------------------------------------------------
5C. MAILING ADDRESS
- ------------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------ORIGINAL FINANCING STATEMENT--------------------------------------------------------
- ----------------------------------------------- --------------------------------------------------------
6A. FILE NO. OF ORIGINAL FINANCING STATEMENT 6B., PRE-CHAPTER 9 ENTRY NO. 6C. PARISH IN WHICH FILED 6D. DATE OF ORIGINAL FILING
36-108564 PARISH OF ORLEANS, LA 7/15/96
- ------------------------------------------------------------------------------------------------------------------------------------
7. TYPE OF ACTION (Check only one)
A [ ] CONTINUATION- The original Financing Statement between the Debtor and Secured Party bearing the file number shown
above is still effective.
B [ ] RELEASE- The Secured Party releases the collateral described in Item No. 8 below from the Financing Statement bearing
the number shown above.
C [ ] PARTIAL ASSIGNMENT- Some of the secured party's rights under the Financing Statement bearing the file number shown
above have been assigned to the assignee above named. A description of the collateral subject to the assignment is set
forth in Item No. 8 below.
D [ ] ASSIGNMENT- The Secured Party has assigned to the Assignee above named all the Secured Party's rights under the
Financing Statement bearing the file number shown above.
E [ ] TERMINATION- The Secured Party no longer claims a security interest under the Financing Statement bearing the file
number shown above.
F [X] AMENDMENT- The Financing Statement bearing the file number shown above is amended as set forth in Item No. 8 below.
G [ ] OTHER
----------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
8. DESCRIPTION (Required for Release, Assignment, Amendment and Reinscription of Pre-Chapter 9 Filings)
NEW DEBTOR IS AS FOLLOWS:
HIGHPOINT INTERNATIONAL TELECOM, INC.
1890 SHORELINE BLVD.
MOUNTAIN VIEW, CA 94043-1320
FEIN: 91-1917016
THIS DEBTOR ASSUMES ALL RESPONSIBILITY UNDER THIS LEASE AGREEMENT.
(SITE: NEW YORK, NY)
- ------------------------------------------------------------------------------------------------------------------------------------
9. SIGNATURE(S) OF DEBTOR(S) IF REQUIRED 12. THIS SPACE FOR USE OF FILING OFFICER
HIGHPOINT INTERNATIONAL TELECOM, INC. (DATE, TIME, ENTRY # AND FILING OFFICER)
illegible
- -------------------------------------------------------------------------------
PARTY(IES) (if applicable)
10. SIGNATURE(S) OF SECURED
TELECOMMUNICATIONS FINANCE GROUP
- --------------------------------------------------------------------------------
11. Return copy to:
NAME TELECOMMUNICATIONS FINANCE GROUP
ADDRESS 400 RINEHART RD.
LAKE MARY, FL 32746
CITY, STATE ZIP CODE ATTN: J. KEYS (A-5) ----------------------------------------------------
- -------------------------------------------------------------------------------
13. Number of additional sheets presented 0
----------------------------------------------------
LOUISIANA APPROVED FORM UCC-3 SECRETARY OF STATE W. FOX McKEITHEN (REV. 1/92)
(1) FILING OFFICER COPY
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
This STATEMENT is presented to a filing officer for filing pursuant to the Uniform Commercial Code. 3 Maturity date (if any):
DESK COPY
- ------------------------------------------------------------------------------------------------------------------------------------
1. Debtor(s) (Last Name First) and address (es) 2. Secured Party (ies) and address (es) For Filing Officer (Date, Time,
Number, and Filing
ATHENA INTERNATIONAL LTD. TELECOMMUNICATIONS FINANCE Office)
LIABILITY CO. DBA ATHENA GROUP
INTERNATIONAL, LLC 400 RINEHART ROAD
701 POYDRAS ST., 675 ONE SHELL LAKE MARY, FL 32746
NEW ORLEANS, LA 70139 FEIN: 52-2122392
FEIN: 72-1280590
- ---------------------------------------------------------------------------------------
4. This statement refers to original Financing Statement bearing File No. 96PN32501
Filed with NEW YORK COUNTY, NY Date Filed 7/26/96
- ------------------------------------------------------------------------------------------------------------------------------------
5. [ ] Continuation. The original financing statement between the foregoing Debtor and Secured Party, bearing file number shown
above, is still effective.
6. [ ] Termination. Secured party no longer claims a security interest under the financing statement bearing file number shown
above.
7. [ ] Assignment. The secured party's right under the financing statement bearing file number shown above to the properly
described in Item 10 have been assigned to the Assignee whose name and address appears in Item 10.
8. [X] Amendment Financing Statement bearing file number shown above is amended as set forth in item 10.
9. [ ] Partial Release Secured Party releases the collateral described in Item 10 from the financing statement bearing file number
shown above.
- ------------------------------------------------------------------------------------------------------------------------------------
10. NEW DEBTOR IS AS FOLLOWS:
HIGHPOINT INTERNATIONAL TELECOM, INC. - FEIN: 91-1917016
1890 SHORELINE BLVD.
MOUNTAIN VIEW, CA 94043-1320
THIS DEBTOR ASSUMES ALL RESPONSIBILITY UNDER THIS LEASE AGREEMENT.
(SITE: NEW YORK, NY)
No. of additional Sheets presented: 0
- ------------------------------------------------------------------------------------------------------------------------------------
HIGHPOINT INTERNATIONAL TELECOM, INC. TELECOMMUNICATIONS FINANCE GROUP
- ----------------------------------------------------------------------- -----------------------------------------------
By: By:
-------------------------------------------------------------------- -----------------------------------------------
Signature(s) Of Debtor(s) (necessary only if item 8 is applicable). Signature(s) of Secured Party (ies)
STANDARD FORM-FORM UCC-3
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
This STATEMENT is presented for filing pursuant to Chapter 9 of the Louisiana Commercial Laws DESK COPY
- ------------------------------------------------------------------------------------------------------------------------------------
1A. DEBTOR (LAST NAME, FIRST, MIDDLE-IF AN INDIVIDUAL) 1B. SS# OR EMPLOYER I.D. NO.
ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC 72-1280590
- ------------------------------------------------------------------------------------------------------------------------------------
701 POYDRAS ST., 675 ONE SHELL SQUARE NEW ORLEANS, LA 70139
- ------------------------------------------------------------------------------------------------------------------------------------
2A. ADDITIONAL DEBTOR (IF ANY)(LAST NAME, FIRST, MIDDLE-IF AN INDIVIDUAL) 2B. SS# OR EMPLOYER I.D. NO.
- ------------------------------------------------------------------------------------------------------------------------------------
2C. MAILING ADDRESS
- ------------------------------------------------------------------------------------------------------------------------------------
3A. ADDITIONAL DEBTOR DEBTOR'S TRADE NAMES OR STYLES (IF ANY) 3B. SS# OR EMPLOYER I.D. NO.
- ------------------------------------------------------------------------------------------------------------------------------------
3C. MAILING ADDRESS
- ------------------------------------------------------------------------------------------------------------------------------------
4A. SECURED PARTY SECURED PARTY INFORMATION 4B. SS# OR EMPLOYER I.D. NO.
TELECOMMUNICATIONS FINANCE GROUP 52-2122392
- ------------------------------------------------------------------------------------------------------------------------------------
4C. MAILING ADDRESS
400 RINEHART ROAD LAKE MARY, FL 32746
- ------------------------------------------------------------------------------------------------------------------------------------
5A. ASSIGNEE OF SECURED PARTY (IF ANY) 5B. SS# OR EMPLOYER I.D. NO.
- ------------------------------------------------------------------------------------------------------------------------------------
5C. MAILING ADDRESS
- ------------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------ORIGINAL FINANCING STATEMENT--------------------------------------------------------
- ----------------------------------------------- --------------------------------------------------------
6A. FILE NO. OF ORIGINAL FINANCING STATEMENT 6B. PRE-CHAPTER 9 ENTRY NO. 6C. PARISH IN WHICH FILED 6D. DATE OF ORIGINAL FILING
36-108564 PARISH OF ORLEANS, LA 7/15/96
- ------------------------------------------------------------------------------------------------------------------------------------
7. TYPE OF ACTION (Check only one)
A [ ] CONTINUATION- The original Financing Statement between the Debtor and Secured Party bearing the file number shown
above is still effective.
B [ ] RELEASE- The Secured Party releases the collateral described in Item No. 8 below from the Financing Statement bearing
the number shown above.
C [ ] PARTIAL ASSIGNMENT- Some of the secured party's rights under the Financing Statement bearing the file number shown
above have been assigned to the assignee above Named. A description of the collateral subject to the assignment is set
forth in Item No. 8 below.
D [ ] ASSIGNMENT- The Secured Party has assigned to the Assignee above named all the Secured Party's rights under the
Financing Statement bearing the file number shown above.
E [ ] TERMINATION- The Secured Party no longer claims a security interest under the Financing Statement bearing the file
number shown above.
F [X] AMENDMENT- The Financing Statement bearing the file number shown above is amended as set forth in Item No. 8 below.
G [ ] OTHER
----------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
8. DESCRIPTION (Required for Release, Assignment, Amendment and Reinscription of Pre-Chapter 9 Filings)
NEW DEBTOR IS AS FOLLOWS:
HIGHPOINT INTERNATIONAL TELECOM, INC.
1890 SHORELINE BLVD.
MOUNTAIN VIEW, CA 94043-1320
FEIN: 91-1917016
THIS DEBTOR ASSUMES ALL RESPONSIBILITY UNDER THIS LEASE AGREEMENT.
(SITE: NEW YORK, NY)
- ------------------------------------------------------------------------------------------------------------------------------------
9. SIGNATURE(S) OF DEBTOR(S) IF REQUIRED 12. THIS SPACE FOR USE OF FILING OFFICER
HIGHPOINT INTERNATIONAL TELECOM, INC. (DATE, TIME, ENTRY # AND FILING OFFICER)
illegible
- -------------------------------------------------------------------------------
SIGNATURE(S) OF SECURED PARTY (IES) (if applicable)
TELECOMMUNICATIONS FINANCE GROUP
- --------------------------------------------------------------------------------
11. Return copy to:
NAME TELECOMMUNICATIONS FINANCE GROUP
ADDRESS 400 RINEHART RD.
CITY, STATE LAKE MARY, FL 32746
ZIP CODE ATTN: J. KEYS (A-5) ----------------------------------------------------
- -------------------------------------------------------------------------------
13. Number of additional sheets presented 0
----------------------------------------------------
LOUISIANA APPROVED FORM UCC-3 SECRETARY OF STATE W. FOX McKEITHEN (REV. 1/92)
(1) FILING OFFICER COPY
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
This STATEMENT is presented for filing pursuant to Chapter 9 of the Louisiana Commercial Laws DESK COPY
- ------------------------------------------------------------------------------------------------------------------------------------
1A. DEBTOR {LAST NAME, FIRST, MIDDLE-IF AN INDIVIDUAL) 1B. SS# OR EMPLOYER I.D. NO.
ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC 72-1280590
- ------------------------------------------------------------------------------------------------------------------------------------
701 POYDRAS ST., 675 ONE SHELL SQUARE NEW ORLEANS, LA 70139
- ------------------------------------------------------------------------------------------------------------------------------------
A. ADDITIONAL DEBTOR (IF ANY)(LAST NAME, FIRST, MIDDLE-IF AN INDIVIDUAL) 2B. SS# OR EMPLOYER I.D. NO
- ------------------------------------------------------------------------------------------------------------------------------------
2C. MAILING ADDRESS
- ------------------------------------------------------------------------------------------------------------------------------------
3A. ADDITIONAL DEBTOR DEBTOR'S TRADE NAMES OR STYLES (IF ANY) 3B. SS# OR EMPLOYER I.D. NO
- ------------------------------------------------------------------------------------------------------------------------------------
3C. MAILING ADDRESS
- ------------------------------------------------------------------------------------------------------------------------------------
4A. SECURED PARTY SECURED PARTY INFORMATION 4B SS# OR EMPLOYER I.D. NO.
TELECOMMUNICATIONS FINANCE GROUP 52-2122392
- ------------------------------------------------------------------------------------------------------------------------------------
4C. MAILING ADDRESS
400 RINEHART ROAD LAKE MARY, FL 32746
- ------------------------------------------------------------------------------------------------------------------------------------
5A. ASSIGNEE OF SECURED PARTY (IF ANY) 58. SS# OR EMPLOYER I.D. NO.
- ------------------------------------------------------------------------------------------------------------------------------------
5C. MAILING ADDRESS
- ------------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------ORIGINAL FINANCING STATEMENT--------------------------------------------------------
- ----------------------------------------------- --------------------------------------------------------
6A. FILE NO. OF ORIGINAL FINANCING STATEMENT 6B, PRE-CHAPTER 9 ENTRY NO. 6C. PARISH IN WHICH FILED 6D. DATE OF ORIGINAL FILING
36-114237 PARISH OF ORLEANS, LA 1/22/97
- ------------------------------------------------------------------------------------------------------------------------------------
7. TYPE OF ACTION (Check only one)
A [ ] CONTINUATION- The original Financing Statement between the Debtor and Secured Party bearing the file number shown
above is still effective.
B [ ] RELEASE- The Secured Party releases the collateral described in Item No. 8 below from the Financing Statement bearing
the number shown above.
C [ ] PARTIAL ASSIGNMENT- Some or the secured party's rights under the Financing Statement bearing the file number shown
above have been assigned to the assignee above Named. A description of the collateral subject to the assignment is set
forth in Item No. 8 below.
D [ ] ASSIGNMENT- The Secured Party has assigned to the Assignee above named all the Secured Party's rights under the
Financing Statement bearing the file number shown above.
E [ ] TERMINATION- The Secured Party no longer claims a security interest under the Financing Statement bearing the file
number shown above.
F [X] AMENDMENT- The Financing Statement bearing the file number shown above is amended as set forth in Item No. 8 below.
G [ ] OTHER
----------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
8. DESCRIPTION (Required for Release, Assignment, Amendment and Reinscription of Pre-Chapter 9 Filings)
NEW DEBTOR IS AS FOLLOWS:
HIGHPOINT INTERNATIONAL TELECOM, INC.
1890 SHORELINE BLVD.
MOUNTAIN VIEW, CA 94043-1320
FEIN: 91-1917016
THIS DEBTOR ASSUMES ALL RESPONSIBILITY UNDER THIS LEASE AGREEMENT.
(SITE: LOS ANGELES, CA)
- ------------------------------------------------------------------------------------------------------------------------------------
9. SIGNATURE (S) OF DEBTOR (S) IF REQUIRED 12. THIS SPACE FOR USE OF FILING OFFICER
HIGHPOINT INTERNATIONAL TELECOM, INC. (DATE, TIME, ENTRY # AND FILING OFFICER)
- -------------------------------------------------------------------------------
PARTY (IES) (if applicable)
TELECOMMUNICATIONS FINANCE GROUP
- --------------------------------------------------------------------------------
11. Return copy to:
NAME TELECOMMUNICATIONS FINANCE GROUP
ADDRESS 400 RINEHART RD.
LAKE MARY, FL 32746
ZIP CODE CITY, STATE ATTN: J. KEYS (A-5) ----------------------------------------------------
- -------------------------------------------------------------------------------
13. Number of additional sheets presented 0
----------------------------------------------------
LOUISIANA APPROVED FORM UCC-3 SECRETARY OF STATE W. FOX McKEITHEN (REV. 1/92)
(1) FILING OFFICER COPY
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
This STATEMENT is presented for filing pursuant to Chapter 9 of the Louisiana Commercial Laws DESK COPY
- ------------------------------------------------------------------------------------------------------------------------------------
1A. DEBTOR {LAST NAME, FIRST, MIDDLE-IF AN INDIVIDUAL) 1B. SS# OR EMPLOYER I.D. NO.
ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC 72-1280590
- ------------------------------------------------------------------------------------------------------------------------------------
701 POYDRAS ST., 675 ONE SHELL SQUARE NEW ORLEANS, LA 70139
- ------------------------------------------------------------------------------------------------------------------------------------
A. ADDITIONAL DEBTOR (IF ANY)(LAST NAME, FIRST, MIDDLE-IF AN INDIVIDUAL) 2B. SS# OR EMPLOYER I.D. NO
- ------------------------------------------------------------------------------------------------------------------------------------
2C. MAILING ADDRESS
- ------------------------------------------------------------------------------------------------------------------------------------
3A. ADDITIONAL DEBTOR DEBTOR'S TRADE NAMES OR STYLES (IF ANY) 3B. SS# OR EMPLOYER I.D. NO
- ------------------------------------------------------------------------------------------------------------------------------------
3C. MAILING ADDRESS
- ------------------------------------------------------------------------------------------------------------------------------------
4A. SECURED PARTY SECURED PARTY INFORMATION 4B SS# OR EMPLOYER I.D. NO.
TELECOMMUNICATIONS FINANCE GROUP 52-2122392
- ------------------------------------------------------------------------------------------------------------------------------------
4C. MAILING ADDRESS
400 RINEHART ROAD LAKE MARY, FL 32746
- ------------------------------------------------------------------------------------------------------------------------------------
5A. ASSIGNEE OF SECURED PARTY (IF ANY) 58. SS# OR EMPLOYER I.D. NO.
- ------------------------------------------------------------------------------------------------------------------------------------
5C. MAILING ADDRESS
- ------------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------ORIGINAL FINANCING STATEMENT--------------------------------------------------------
- ----------------------------------------------- --------------------------------------------------------
6A. FILE NO. OF ORIGINAL FINANCING STATEMENT 6B, PRE-CHAPTER 9 ENTRY NO. 6C. PARISH IN WHICH FILED 6D. DATE OF ORIGINAL FILING
36-114237 PARISH OF ORLEANS, LA 1/22/97
- ------------------------------------------------------------------------------------------------------------------------------------
7. TYPE OF ACTION (Check only one)
A [ ] CONTINUATION- The original Financing Statement between the Debtor and Secured Party bearing the file number shown
above is still effective.
B [ ] RELEASE- The Secured Party releases the collateral described in Item No. 8 below from the Financing Statement bearing
the number shown above.
C [ ] PARTIAL ASSIGNMENT- Some or the secured party's rights under the Financing Statement bearing the file number shown
above have been assigned to the assignee above Named. A description of the collateral subject to the assignment is set
forth in Item No. 8 below.
D [ ] ASSIGNMENT- The Secured Party has assigned to the Assignee above named all the Secured Party's rights under the
Financing Statement bearing the file number shown above.
E [ ] TERMINATION- The Secured Party no longer claims a security interest under the Financing Statement bearing the file
number shown above.
F [X] AMENDMENT- The Financing Statement bearing the file number shown above is amended as set forth in Item No. 8 below.
G [ ] OTHER
----------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
8. DESCRIPTION (Required for Release, Assignment, Amendment and Reinscription of Pre-Chapter 9 Filings)
NEW DEBTOR IS AS FOLLOWS:
HIGHPOINT INTERNATIONAL TELECOM, INC.
1890 SHORELINE BLVD.
MOUNTAIN VIEW, CA 94043-1320
FEIN: 91-1917016
THIS DEBTOR ASSUMES ALL RESPONSIBILITY UNDER THIS LEASE AGREEMENT.
(SITE: LOS ANGELES, CA)
- ------------------------------------------------------------------------------------------------------------------------------------
9. SIGNATURE (S) OF DEBTOR (S) IF REQUIRED 12. THIS SPACE FOR USE OF FILING OFFICER
HIGHPOINT INTERNATIONAL TELECOM, INC. (DATE, TIME, ENTRY # AND FILING OFFICER)
- -------------------------------------------------------------------------------
PARTY (IES) (if applicable)
TELECOMMUNICATIONS FINANCE GROUP
- --------------------------------------------------------------------------------
11. Return copy to:
NAME TELECOMMUNICATIONS FINANCE GROUP
ADDRESS 400 RINEHART RD.
LAKE MARY, FL 32746
ZIP CODE CITY, STATE ATTN: J. KEYS (A-5) ----------------------------------------------------
- -------------------------------------------------------------------------------
13. Number of additional sheets presented 0
----------------------------------------------------
LOUISIANA APPROVED FORM UCC-3 SECRETARY OF STATE W. FOX McKEITHEN (REV. 1/92)
(1) FILING OFFICER COPY
</TABLE>
<PAGE>
LEASE AGREEMENT
This LEASE AGREEMENT, is effective on October 31, 1996 between
TELECOMMUNICATIONS FINANCE GROUP (hereinafter "Lessor"), and ATHENA
INTERNATIONAL LTD. LIABILITY CO. dba ATHENA INTERNATIONAL, LLC, a Louisiana LLC
corporation with its principal office located at 701 Poydras St., 675 One Shell
Square, New Orleans, LA 70139, (hereinafter "Lessee"). Louisiana LLC
1. Lease
Lessor, subject to the conditions set forth in Section 25
hereof, agrees to lease to Lessee and Lessee agrees to lease from Lessor
hereunder, those items of personal property (the "equipment") which are
described on Schedule I of Exhibit A hereto and amendments to Schedule 1. Lessee
agrees to execute and deliver to Lessor a certificate of delivery and acceptance
in substantively the form of Exhibit A hereto (a "Delivery Certificate")
immediately after Turnover of the equipment, and such execution shall constitute
Lessee's irrevocable acceptance of such items of equipment for all purposes of
this Lease. The Delivery Certificate shall constitute a part of this Lease to
the same extent as if the provisions thereof were set forth herein.
2. Definitions
"Amortization Deductions" as defined in Section 11 (b) (1)
hereof.
"Appraisal Procedure" shall mean the following procedure for
determining the Fair Market Sale Value of any item of
equipment. If either Lessor or Lessee shall request by notice
(the "Appraisal Request") to the other that such value be
determined by the Appraisal Procedure, (i) Lessor and Lessee
shall, within 15 days after the Appraisal Request, appoint an
Independent appraiser mutually satisfactory to them, or (ii)
if the parties are unable to agree on a mutually acceptable
appraiser within such time, Lessor and Lessee each appoint one
independent appraiser (provided that if either party hereto
fails to notify the other party hereto of the identity of the
independent appraiser chosen by it within 30 days after the
Appraisal Request, the determination of such value shall be
made by the independent appraiser chosen by such other party),
and (iii) if such appraisers cannot agree on such value within
20 days after their appointment and if one appraisal is not
within 5% of the other appraisal, Lessor and Lessee shall
choose a third independent appraiser mutually satisfactory to
them (or, if they fall to agree upon a third appraiser within
25 days after the appointment of the two appraisers, such
third independent appraiser shall within 20 days thereafter be
appointed by the American Arbitration Association). such value
shall be determined by such third independent appraiser within
20 days after his appointment, after consultation with the
other two Independent appraisers. If the first two appraisals
are within 5% of each other, then the average of the two
appraisals shall be the Fair Market Sale Value. The fees and
expenses of all appraisers shall be paid by Lessee.
"Business Day" shall mean a day other than a Saturday, Sunday
or legal holiday under the laws of the State of Florida.
"Code" shall mean the Internal Revenue Code of 1954, as
amended, or any comparable successor law.
"Commencement Date" as defined in Section 3 hereof.
"Default" shall mean any event or condition which after the
giving of notice or lapse of time or both would become an
Event of Default.
"Delivery Certificate" as defined in Section 1 hereof.
"Equipment" as defined in Section 1 hereof.
"Event of Default" as defined in Section 18 hereof.
"Event of Loss" shall mean, with respect to any item of
equipment, the actual or constructive total loss of such item
of equipment or the use thereof, due to theft, destruction,
damage beyond repair or rendition thereof permanently unfit
for normal use from any reason, whatsoever, or the
condemnation, confiscation or seizure of, or requisition of
title to or use of, such item of equipment.
"Fair Market Sale Value" shall, at any time with respect to
any item of equipment, be equal to the sale value of such item
of equipment which would be obtained in an arm's-length
transaction between an informed and willing seller under no
compulsion to sell and an informed and willing buyer-user
(other than a lessee currently in possession or a used
equipment or scrap dealer). For purposes of Section 7(b)
hereof, Fair Market Sale Value shall be determined by (i) an
independent appraiser (at Lessee's expense) selected by Lessor
or (ii) by the Appraisal Procedure if the Appraisal Request is
made at least 90 days (but not more than 360 days) prior to
the termination or expiration of the Lease Term, as the case
may be, which determination shall be made (a) without
deduction for any costs or expenses of dismantling or removal;
and (b) on the assumption that such item of equipment is free
and dear of all Liens and is in the condition and repair in
which it is required to be returned pursuant to Section 7 (a)
hereof. For purposes of Section 19(c) hereof, Fair Market Sale
Value shall be determined (at Lessee's expense) by an
independent appraiser selected by Lessor, on an "as-is
where-is" basis, without regard to the provisions of clauses
(a) and (b) above; provided that if Lessor shall have sold any
item of equipment pursuant to Section 19(b) hereof prior to
giving the notice referred to in Section 19(c) hereof, Fair
Market Sale Value of such item of equipment shall be the net
proceeds of such sale after deduction of all costs and
expenses incurred by Lessor in connection therewith: provided
further, that if for any reason Lessor is not able to obtain
possession of any item of equipment pursuant to Section 19(a)
hereof, the Fair Market Sale Value of such item of equipment
shall be zero.
"Imposition" as defined in Section 11 (a) hereof.
TFGLN001 4-
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(e) Financial Condition of the Lessee.
The financial statements and any other financial information of
Lessee heretofore furnished to Lessor are complete and correct and fairly
present the financial condition of Lessee and the results of its operations
for the respective periods covered thereby, there are no known contingent
liabilities or liabilities for taxes of Lessee which are not reflected in
said financial statements and since the date thereof, there has been no
material adverse change in such financial condition or operations.
(f) No Litigation.
There is no action, suit, investigation or proceeding by or before
any court, arbitrator, administrative agency or other governmental
authority pending or threatened against or affecting Lessee (A) which
involves the transactions contemplated by this Lease or the equipment; or
(B) which, if adversely determined, could have a material adverse effect on
the financial condition, business or operations of Lessee.
(g) United States Source Income.
No items of equipment shall be used in a way that results in the
creation of an item of income to Lessor, the source of which for Federal
Income Tax purposes is without the United States.
9. Liens.
Lessee will not directly or indirectly create, incur, assume,
suffer, or permit to exist any Lien on or with respect to the equipment.
10. Insurance.
Lessee shall maintain at all times on the equipment, at its
expense, property damage, direct damage and liability insurance in such
amounts, against such risks in such form and with such insurers as shall be
reasonably satisfactory to Lessor and any other Owner provided, that the
amount of direct damage insurance shall not on any date be less than the
greater of the full replacement value or the Stipulated Loss Value of the
equipment as of such date. Each insurance policy will, among other things,
name Lessor and any other Owner as an additional insured or as loss payee
(as the case may be) as their interests may appear, require that the
insurer give Lessor and any such Owner at least thirty (30) days prior
written notice of any alteration in or cancellation of the terms of such
policy, and require that the interest of Lessor and any such Owner continue
to be insured regardless of any breach of or violation by Lessee of any
warranties, declarations or conditions contained in such policy. Lessee
shall furnish to Lessor and such Owner a certificate or other evidence
satisfactory to Lessor that such insurance coverage is in effect provided,
however, that Lessor and such Owner shall be under no duty to ascertain the
existence or adequacy of such insurance.
11. Taxes.
(a) General Tax Provisions.
Lessee shall timely pay, and shall indemnify and hold Lessor harmless
from and against, all fees, taxes (whether sales, use, excise, personal
property or other taxes). Imposts, duties, withholdings, assessments and
other governmental charges of whatever kind or character. however
designated (together with any penalties, fines or interest thereon), all of
the foregoing being herein collectively called "Impositions", which are at
any time levied or imposed under this lease against Lessor, Lessee, this
Lease, the equipment or any part thereof by any Federal, State, or Local
Government or taxing authority in the United States or by any foreign
government or any subdivision or taxing authority thereof upon, with
respect to, as a result of or measured by (i) the equipment (or any part
thereof), or this Lease or the interests of the Lessor therein; or (ii) the
purchase, ownership, delivery, leasing, possession, maintenance, use,
operation, return, sale or other disposition of the equipment or any Part
thereof; or (iii) the rentals, receipts or earnings payable under this
Lease or otherwise arising from the equipment or any part thereof;
excluding, however. taxes based on or measured by the net income of Lessor
that are imposed by (1) the United States of America, or (2) the State of
Florida or any political subdivision of the State of Florida, or (3) any
other State of the United States of America or any political subdivision of
any such State in which Lessor is subject to impositions as the result
(whether solely or in part) of business or transactions unrelated to this
Lease. In case any report or return is required to be filed with respect to
any obligation of Lessee under this Section or arising out of this Section,
Lessee will notify Lessor of such requirement and make such report or
return in such manner as shall be satisfactory to Lessor, provided, that
the payment of any use taxes shall be made in such manner as specified by
Lessor in writing to Lessee; or (iv) The provisions of this Section shall
survive the expiration or earlier termination of this Lease.
(b) Special Tax Provisions.
(1) The Owner of the items of equipment, shall be entitled
to take into account in computing its Federal Income tax liability, Current
Tax Rate and such deductions, credits, and other benefits as are provided
by the Code to an owner of property, including, without limitation:
(A) Recovery deductions ("Recovery Deductions") under
Section 168 (a) of the Code for each item of equipment in an amount
determined, commencing with the 1997 taxable year, by multiplying the
Owner's Cost of such item of equipment by the percentages applicable under
Section 168 (b) of the Code with respect to "(5)-year property" within the
meaning of Section 168 (c) (2) of the Code;
(B) Amortization of expenses ("Amortization Deductions")
paid or to be paid by Owner in connection with this Lease at a rate no less
rapid than straight line over the Lease Term.
TFGLN001 INITIAL
<PAGE>
(ii) For the purposes of this Subsection 11 (b) only, the term
"owner" shall include the "common parent" and all other corporations included in
the affiliated group, within the meaning of Section 1504 of the Code (or any
other successor section thereto), of which Owner is or becomes a member.
12. Compliance with Laws: Operation and Maintenance,
(a) Lessee will use the equipment in a careful and proper manner, will
comply with and conform to all governmental laws, rules and regulations relating
thereto, and will cause the equipment to be operated in accordance with the
manufacturer's or supplier's instructions or manuals.
(b) Lessee will, at its own expense, keep and maintain the equipment in
good repair, condition and working order and furnish all parts, replacements,
mechanisms, devices and servicing required therefore so that the value,
condition and operating efficiency therefore will at all times be maintained and
preserved, reasonable wear and tear excepted. Lessee will, at its own expense,
perform all required acts necessary to maintain any manufacturer's warranties
and guarantees respecting the equipment. All such repairs, parts, mechanisms,
devices and replacements immediately, without further act, become the property
of Lessor and part of the equipment.
(c) Lessee will not make or authorize any improvement, change, addition
or alteration to the equipment (1) If such improvement, change, addition or
alteration will impair the originally intended function or use of the equipment
or impair the value of the equipment as it existed immediately prior to such
improvement, change, addition or alteration; or (ii) if any parts installed in
or attached to or otherwise becoming a part of the equipment as a result of any
such improvement, change, addition or alteration shall not be readily removable
without damage to the equipment. Any part which is added to the equipment
without violating the provisions of the immediately preceding sentence and which
is not a replacement or substitution for any property which was a part of the
equipment, shall remain the property of Lessee and may be removed by Lessee at
any time prior to the expiration or earlier termination of the Lease Term. All
such parts shall be and remain free and clear of any Liens. Any such part which
is not so removed prior to the expiration or earlier termination of the Lease
Term shall, without further act, become the property of Lessor.
13. Inspection.
Upon reasonable notice, Lessor or its authorized representatives may
at any reasonable time or times inspect the equipment when it deems it necessary
to protect its interest therein.
14. Identification.
Lessee shall, at its expense, attach to each item of equipment a notice
satisfactory to Lessor disclosing Owner's ownership of such item of equipment.
15. Personal Property.
Lessee represents that the equipment shall be and at all times remain
separately identifiable personal property. Lessee shall, at its expense, take
such action (including the obtaining and recording of waivers) as may be
necessary to prevent any third party from acquiring any right to or interest in
the equipment by virtue of the equipment being deemed to be real property or a
part of real property or a part of other personal property, and it at any time
any person shall claim any such right or interest, Lessee shall, at its expense,
cause such claim to be waived in wiring or otherwise eliminated to Lessor's
satisfaction within 30 days after such claim shall have first become known to
Lessee.
16. Loss or Damage.
(a) All risk of loss, theft, damage or destruction to the equipment or
any part thereof, however incurred or occasioned, shall be borne by Lessee and,
unless such occurrence constitutes an Event of Loss pursuant to paragraph (b) of
this Section, Lessee shall promptly give Lessor written notice hereof and shall
promptly cause the affected part or parts of the equipment to be replaced or
restored to the condition and repair required to be maintained by Section 12
hereof.
(b) If an Event of Loss with respect to any item of equipment shall
occur, Lessee shall promptly give Lessor written notice thereof, and Lessee
shall pay to Lessor as soon as it receives insurance proceeds with respect to
said Event of Loss but in any event no later than 90 days after the occurrence
of said Event of Loss an amount equal to the sum of (i) the Stipulated Loss
Value of such item of equipment computed as of the , Rent Payment Date with
respect to such item of equipment on or immediately preceding the date of the
occurrence of such Event of Loss; and (ii) all rent and other amounts due and
owing hereunder for such item of equipment on or prior to the Loss Payment Date.
Upon payment of such amount to Lessor, the lease of such item of equipment
hereunder shall terminate, and Lessor will transfer within forty days to Lessee,
Lessor's right, title, if any, and interest in and to such item of equipment, on
an "as-is, where-is" basis, without recourse and without representation or
warranty, express or implied, other than a representation and warranty that such
item of equipment is free and clear of any Lessor's Liens.
(c) Any payments received at any time by Lessor or Lessee from any
insurer with respect to loss or damage to the equipment shall be applied as
follows: (1) If such payments are received with respect to o n Event of Loss
they shall be paid to Lessor, but to the extent received by Lessor, they shall
reduce as the ease may be, Levee's obligation to pay the amounts due to Lessor
under Section 16 Co) hereof with respect to such Event of Loss; or (ii) if such
payments are received with respect to any loss of or damage to the equipment
other than an Event of Loss, such payments shall, unless a Default or Event of
Default shall have occurred and be continuing, be paid over to Lessee to
reimburse Lease for Its payment of the costs and expenses incurred by Lessee in
replacing or restoring pursuant to Section 16 (a) hereof the Part or parts of
the equipment which suffered such loss or damage.
TFGLNO01 .6- i~4~
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17. General Indemnity
Lessee assumes liability for and shall indemnify, protect save and keep
harmless Lessor. the partners comprising Lessor, its and their directors,
officers employees, agents, servants, successors and assigns (an "indemnity")
from and against any and all liabilities, obligation, losses, damages,
penalties, claims, actions, suits, costs and expenses, including reasonable
legal expenses, of whatsoever kind and nature, imposed on, incurred by or
asserted against any indemnity. In any way relating to or arising out of this
Lease or the enforcement hereof, or the manufacture, purchase, acceptance,
rejection, rejection, ownership, possession, use, selection, delivery, lease,
operation, condition, sale, return or other disposition of the equipment or any
part thereof (including. without limitation, latent or other defects, whether or
not discoverable by Lessee or any other person, any claim in tort whether or not
for strict liability and any claim for Patent, trademark, copyright or other
intellectual property infringement); provided, however, that Lessee shall not be
required to indemnify any indemnity for loss or liability resulting from acts or
events which occur after the equipment has been returned to Lessor in accordance
with the Lease, or for loss or liability resulting solely from the willful
misconduct or gross negligence of such indemnity. The provisions of this Section
shall survive the expiration or earlier termination of this Lease.
18. Events or Default.
The following events shall each constitute an event of default (herein
called "Event of Default") under this Lease:
(i) Lessee shall fail to execute and deliver to Lessor (or Lessor's
agent) the "Delivery Certificate" within twenty, four (24) hours of Turnover
of the equipment to Lessee.
(ii) Lessee shall fail to commence lease payments on the first day of
the month following the Commencement Date, or such other initiation of lease
payments specified in Section 5 of this Lease.
(iii) Lessee shall fail to make any payment of rent or other amount
owing hereunder or otherwise after notice has been given that payment is past
due; or
(iv) Lessee shall fail to maintain the insurance required by Section 10
hereof or to perform or observe any of the covenants contained in Sections 21 or
22 hereof; or
(v) Lessee shall fall to perform or observe any other covenant,
condition or agreement to be performed or observed by it with respect to this
Lease or any other agreement between Lessor and Lessee and such failure shall
continue un-remedied for 30 days after the earlier of (a) the date on which
Lessee obtains, or should have obtained knowledge of such failure; or (b) the
date on which notice thereof shall be given by Lessor to Lessee; or
(vi) Any representation or warranty made by Lessee herein or in any
document, certificate or financial or other statement now or hereafter furnished
Lessor in connection with this Lease shall prove at any time to have been
untrue, incomplete or misleading in any material respect as of the time when
made; or
(vii) The entry of a decree or order for relief by a court having
jurisdiction in respect of Lessee, adjudging Lessee a bankrupt or insolvent, or
approving as properly filed a Petition seeking a reorganization, arrangement,
adjustment or composition of or in respect of Lessee in an involuntary
proceeding or case under the Federal bankruptcy laws. as now or hereafter
constituted, or any other applicable Federal or State bankruptcy, insolvency or
other similar law, or appointing a receiver, liquidator, assignee, custodian,
trustee or sequestrator (or similar official) of Lessee or of any substantial
part of its property, or ordering the winding-up or liquidation of its affairs,
and the continuance of any such decree or order un-stayed and in effect for a
Period of 30 days; or
(viii) The institution by Lessee of proceedings to be adjudicated a
bankruptcy or insolvent, or the consent by it to the institution of bankruptcy
or insolvent, proceedings against it. or the commencement by Lessee of a
voluntary pr6ceedlng or case under the Federal bankruptcy laws, as now or
hereafter constituted, or any other applicable Federal or state bankruptcy,
insolvency or other similar law. or the consent by it to the filing of any such
petition or to the appointment of or taking possession by a receiver,
liquidator, assignee, trustee, custodian,, trustee or sequestrator (or similar
official) of Lessee or of any substantial part of its property, or the making by
it of any assignment for the benefit of creditors or the admission by it of its
inability to pay its debts generally as they become due or its willingness to be
adjudicated a bankrupt or the failure of Lessee generally to pay its debts as
they become due or the taking of corporate action by Lessee in furtherance of
any of the foregoing.
19. Remedies
If and Event of Default specified in Subsection 18(vii) or (viii) above
shall occur, then, and in any such event, Lessor shall not be obligated to
purchase or lease any of the equipment and this Lease shall, without any
declaration or other action by Lessor, be in default. If an Event of Default,
other than an Event of Default specified in Subsection 18(vii) or (viii) above,
shall occur, Lessor may, at its option, declare this Lease to be in Default. At
any time after this Lease is in default under the first sentence of this Section
19, Lessor has declared this Lease to be in default under the second sentence of
this Section 19, Lessor and/or its representative may do any one or more of the
following with respect to all of the equipment or any part thereof as Lessor in
its sole discretion shall elect, to t he extent permitted by applicable law then
in effect:
(a) demand that Lessee, and Lessee shall at its expense upon such
demand, return the equipment promptly to Lessor at such place in the continental
United States of America as Lessor shall specify, or Lessor and/or its agents,
at its option, may with or without entry upon the premises where the equipment
is located and disable equipment, or make the equipment inoperable permanently
or temporarily in Lessor's sole discretion, and/or take immediate possession of
the equipment and remove the same by summary proceedings or otherwise, all
without
TFGLN001 -7-
<PAGE>
liability for or by reason of such entry or taking of possession, whether for
the restoration of damage to property caused by such taking or for disabling or
otherwise:
(b) sell the equipment at public or private sale, with or without
notice, advertisement or publication, as Lessor may determine, or otherwise
dispose of, hold, use, operate, lease to others or keep idle the equipment as
Lessor in its sole discretion may determine, all free and clear of any rights of
Lessee and without any duty to account to Lessee with respect to such action or
inaction or for nay proceeds with respect thereto:
(c) by written notice to Lessee specifying a payment date which shall be
not earlier than 20 days after the date of such notice, demand that Lessee pay
to Lessor, and Lessee pay to Lessor, on the payment date specified in such
notice, as liquidated damages for loss of a bargain and not as a penalty, all
accrued and unpaid rent for the equipment due on all Rent Payment Dates up to
and including the payment date specified in such notice plus an amount (together
with interest on such amount at the Late Charge Rate, from the payment date
specified in such notice to the date of actual payment) equal to the excess, if
any, of the Stipulated Loss Value of the equipment as of the payment date
specified in such notice over the Fair Market Sale Value of the equipment as of
such date;
(d) Lessor may exercise any other right or remedy which may be available
to it under applicable law or proceed by appropriate court action to enforce the
terms hereof or to recover damages for the breach hereof or to rescind this
Lease. Lessor is entitled to recover any amount that fully compensates the
Lessor for any damage to or loss of the Lessor's residual interest in the
equipment caused by the Lessee's default.
In the event any present value discounting is applied, the discount rate
used shall be the Federal Reserve Board Discount Rate.
In addition, Lessee shall be liable for any and all unpaid rent and
other amounts due hereunder before or during the exercise of any of the
foregoing remedies and for all reasonable legal fees and other costs and
expenses incurred by reason of the occurrence of any Event of Default or the
exercise of Lessor's remedies with respect thereto, including all reasonable
costs and expenses incurred in connection with the placing of the equipment in
the condition required by Section 12 hereof.
No remedy referred to in this Section 19 is intended to be exclusive,
but each shall be cumulative and in addition to any other remedy referred to
herein or otherwise available to Lessor at law or in equity; and the exercise or
beginning of exercise by Lessor of any one or more of such remedies shall not
preclude the simultaneous or later exercise by Lessor of any or all such other
remedies. No express or implied waiver by Lessor of an Event of Default shall in
any way be, or be construed to be, a waiver of any future or subsequent Event of
Default. To the extent permitted by applicable law, Lessee hereby waives any
rights now or hereafter conferred by statute or otherwise which may require
Lessor to sell or lease or otherwise use the equipment in mitigation of Lessor's
damages or losses or which may otherwise limit or modify any of Lessor's rights
or remedies under this Lease.
20. Lessor's Right to Perform
If Lessee fails to make any payment required to be made by it hereunder
or fails to perform or comply with any of Its other agreements contained herein,
Lessor may itself make such payment or perform or comply with such agreement,
and the amount of such Payment and the amount of the reasonable expenses of
Lessor incurred in connection with such Payment or the Performance of or
compliance with such agreement, as the case may be, together with interest
thereon at the Late Charge Rate, shall be deemed to be additional rent, payable
by Lessee within 30 days of notice.
21. LOCATION; ASSIGNMENT OR SUBLEASE; TITLE TRANSFER
(a) LESSEE WILL NOT REMOVE THE EQUIPMENT FROM THE LOCATION SPECIFIED IN
SCHEDULE I OF EXHIBIT A WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR, SUCH
CONSENT NOT TO BE UNREASONABLY WITHHELD, EXCEPT REMOVAL OUTSIDE THE CONTINENTAL
U.S. IS NOT PERMITTED, THE EQUIPMENT SHALL AT ALL TIMES BE IN THE SOLE
POSSESSION AND CONTROL OF LESSEE AND LESSEE WILL NOT, WITHOUT THE PRIOR WRITTEN
CONSENT OF LESSOR, ASSIGN THIS LEASE OR ANY INTEREST HEREIN OR SUBLEASE OR
OTHERWISE TRANSFER, ITS INTEREST IN ANY OF THE EQUIPMENT, AND ANY ATEMPTED
ASSIGNMENT, SUBLEASE OR OTHER TRANSFER BY LESSEE IN VIOLATION OF
THESE-PROVISIONS SHALL BE VOID.
(b) LESSOR AND LESSEE ACKNOWLEDGE THAT LESSOR (i) MAY TRANSFER ITS
INTEREST IN THE EQUIPMENT TO AN OWNER OTHER THAN LESSOR. LESSOR MAY
CONTEMPORANEOUSLY THEREWITH LEASE THE EQUIPMENT BACK FROM SUCH OWNER, AND (ii)
MAY ASSIGN THIS LEASE LESSEE HEREBY CONSENTS TO EACH OF THE ABOVE-DESCRIBED
TRANSACTIONS. FURTHER LESSEE DOES HEREBY ACKNOWLEDGE (i) THAT ANY SUCH TRANSFER
AND/OR ASSIGNMENT BY LESSOR DOES NOT MATERIALLY CHANGE LESSEE'S DUTIES AND
OBLIGATIONS HEREUNDER, (ii) THAT SUCH TRANSFER AND/OR ASSIGNMENT DOES NOT
MATERIALLY INCREASE THE BURDENS OR RIGHTS IMPOSED ON THE LESSEE, AND (iii) THAT
THE ASSIGNMENT IS PERMITTED EVEN IF THE ASSIGNMENT COULD BE DEEMED TO MATERIALLY
AFFECT THE INTEREST OF THE LESSEE.
22. Status Changes in Lessee
will not without thirty (30) days prior written notice to Lessor, (a)
enter into any transaction of merger or consolidation unless it is the surviving
corporation or after giving effect to such merger or consolidation its net worth
equals or exceeds that which existed prior to such merger or consolidation; or
(b) change the form of organization of its business: or (c) change its name or
its chief place of business. Lessee must obtain Lessor's prior written
concurrence before Lessee may undertake any actions to (a) liquidate, dissolve
or any such similar action of the Lessee's organization, or (b) sell, transfer
or otherwise dispose of all or any substantial part of Lessee's assets.
TFGLN00 -8-
<PAGE>
23. Further Assurances; Financial Information.
(a) Lessee will, at its expense, promptly and duly execute and deliver
to Lessor such further documents and assurances and take such further action as
Lessor may from time to time reasonably request in order to establish and
protect the rights, interests and remedies created or intended to be created in
favor of Lessor hereunder, including, without limitation, the execution and
filing of Uniform Commercial Code financing statements covering the equipment
and proceeds therefrom in the jurisdictions in which the equipment is located
from time to time. To the extent permitted by applicable law, Lessee hereby
authorizes Lessor to file any such financing statements without the signature of
Lessee.
(b) Lessee will qualify to do business and remain qualified in good
standing, in each Jurisdiction in which the equipment is from time to time
located.
(c) Lessee will furnish to Lessor as soon as available, but in any event
not later than 90 days after the end of each fiscal year of Lessee, a
consolidated balance sheet of Lessee as at the end of such fiscal year, and
consolidated statements of income and changes in financial position of Lessee
for such fiscal year, all in reasonable detail, prepared in accordance with
generally accepted accounting principles applies on a basis consistently
maintained throughout the period involved. These reports will not be disclosed
to anyone other than the Lessor and/or the Owner as provided in Section 21 (b).
24. Notices.
All notices, demands and other communications hereunder shall be in
writing, and shall be deemed to have been given or made when deposited in the
United States mail, first class postage prepaid, addressed as follows or to such
other address as any of the authorized representatives of the following entities
may from time to time designate in writing to the other listed below:
Lessor: TELECOMMUNICATIONS FINANCE GROUP
400 Rinehart Road
Lake Mary, Florida 32746
Lessee: ATHENA INTERNATIONAL LTD. LIABILITY CO.
dba ATHENA INTERNATIONAL, LLC
708 Poydras St., 675 One Shell Square
New Orleans, LA 70138
25. Conditions Precedent:
(a) Lessor shall not be obligated to lease the items of equipment
described herein to Lessee hereunder unless:
(i) Such Uniform Commercial Code financing statements
covering equipment and proceeds therefrom and landlord and/or mortgagee
waivers or disclaimers and/or severance agreements with respect to the
items of equipment covered by this Lease as Lessor shall deem necessary or
desirable in order to protect its interests therein shall have been duly
executed and filed, at Lessee's expense, in such public offices as Lessor
shall direct:
(ii) All representations and warranties of Lessee
contained herein or in any document or certificate furnished Lessor in
connection herewith shall be true and correct on and as of the date of
this Lease with the same force and effect as if made on and as of such
date; no Event of Default or Default shall be in existence on such date or
shall occur as a result of the lease by Lessee of the equipment specified
in Schedule 1 of Exhibit A:
(iii) In the sole judgment of Lessor, there shall have
been no material adverse change in the financial condition or business of
Lessee:
(iv) All proceedings to be taken in connection with the
transactions contemplated by this Lease shall be satisfactory to Lessor's
counsel and
(v) Lessor shall have received from Lessee, in form and
substance satisfactory to it, such other documents and information as
Lessor shall be satisfactory in form and substance to Lessor and its
counsel;
(vii) No Change in Tax Law, which in the sole judgment
of Lessor would adversely affect Lessor's Economics, shall have occurred
or shall appear, in Lessor's good faith judgment, to be imminent.
26. Software License.
Reference is made to the form of Software Product License Agreement
attached hereto as Exhibit B (the "License Document"). Lessor has
arranged for the equipment manufacturer to grant a license to use the
software as defined in the License Document in conjunction with the
equipment leased hereunder in accordance with the terms of the License
Document. The original license fee is contained in the lease rate. To
avail itself of the license grant, Lessee must execute the License
Document, upon Commencement of the Lease. "Buyer" and "Licensee" as
used in the License Document are synonymous with lessee.
TFGLN001 -9- INITIAL
<PAGE>
27. LIMITATION OF LIABILITY.
LESSOR SHALL NOT BE LIABLE FOR LOST PROFITS OR REVENUE, SPECIAL,
INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY NATURE OR
FROM ANY CAUSE WHETHER BASED IN-CONTRACT OR TORT, INCLUDING NEGLIGENCE, OR
OTHER LEGAL THEORY EVEN IF LESSOR HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES, LESSEE HEREBY AGREES THAT LESSOR WILL NOT BE LIABLE FOR ANY
LOST PROFITS OR REVENUE OR FOR ANY CLAIM OR DEMAND AGAINST LESSEE BY
ANOTHER PARTY.
28. Miscellaneous.
(a) Any provision of this Lease which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provisions in any other jurisdiction. To the extent
permitted by applicable law, Lessee hereby waives any provision of law
which renders any provision hereof prohibited or unenforceable in any
respect.
(b) No terms or provisions of this Lease may be changed, waived,
discharged or terminated orally, but only by an instrument in writing
signed by the party against which the enforcement of the change, waiver,
discharge or termination is sought. No delay or failure on the part of
Lessor to exercise any power or right hereunder shall operate as a waiver
thereof, nor as an acquiescence in any default, nor shall any single or
partial exercise of any power or right preclude any other or further
exercise thereof, or the exercise of any other power or right. After the
occurrence of any Default or Event of Default, the acceptance by Lessor of
any payment of rent or other sum owed by Lessee pursuant hereto shall not
constitute a waiver by Lessor of such Default or Event of Default,
regardless of Lessor's knowledge or lack of knowledge thereof at the time
of acceptance of any such payment, and shall not constitute a reinstatement
of this lease, if this Lease shall have been declared in default by Lessor
pursuant to Section 18 hereof or otherwise, unless Lessor shall have agreed
in writing to reinstate the Lease and to waive the Default or Event of
Default.
In the event Lessee tenders payment to Lessor by check or draft containing
a qualified endorsement purporting to limit or modify Lessee's liability or
obligations under this Lease, such qualified endorsement shall be of no
force and effect even if Lessor processes the check or draft for payment.
(c) This Lease with exhibits contains the full, final and
exclusive statement of the agreement between Lessor and Lessee relating to
the lease of the equipment.
(d) This Lease shall constitute an agreement of an operating
lease, and nothing herein shall be construed as conveying to Lessee any
right, title or interest in the equipment except as Lessee only.
(e) This Lease and the covenants and agreements contained herein
shall be binding upon, and inure to the benefit of, Lessor and its
successors and assigns and Lessee and, to the extent permitted by Section
21 hereof, its successors and assigns.
(f) The headings of the Sections are for convenience of reference
only, are not a part of this Lease and shall not be deemed to affect the
meaning or construction of any of the provisions hereof.
(g) This Lease may be executed by the parties hereto on any number
of separate counterparts, each of which when so executed and delivered
shall be an original, but all such counterparts shall together constitute
but one and the same instrument.
(h) This Lease is deemed made and entered into in the State of
Florida and shall be governed by and construed under and in accordance with
the laws of the State of Florida as if both parties were residents of
Florida.
(i) Lessee hereby irrevocably consents and agrees that any legal
action, suit, or proceeding arising out of or in any way in connection with
this Lease shall be instituted or brought in the courts of the State of
Florida, or the United States Courts for the District of Florida, and by
execution and delivery of this Lease, Lessee hereby irrevocably accepts and
submits to, for itself and in respect of its property, generally and
unconditionally, the non-exclusive jurisdiction of any such court, and to
all proceedings in such courts. Lessee irrevocably consents to service of
any summons and/or legal process by registered or certified United States
mail, postage prepaid, to Lessee at the address set forth in Section 24
hereof, such method of service to constitute, in every respect, sufficient
and effective service of process in any legal action or proceeding. Nothing
in this Lease shall affect the right to service of process in any other
manner permitted by law or limit the right of Lessor to bring actions,
suits or proceedings in the court of any other jurisdiction. Lessee further
agrees that final judgment against it in any such legal action, suit or
proceeding shall be conclusive and may be enforced in any other
jurisdiction, within or outside the United States of America, by suit on
the judgment, a certified or exemplified copy of which shall be conclusive
evidence of the fact and the amount of the liability.
TFGLN001 -10-
<PAGE>
IN WITNESS WHEREOF, Lessor and Lessee have each caused this Lease to be duly
executed as of the day and year first above written and its signature below
Lessee expressly acknowledges that this Lease may not be modified unless done so
in a writing signed by each of the parties hereto or their successors in
interest.
ATHENA INTERNATIONAL LTD. LIABILITY CO.
dba ATHENA INTERNATIONAL, LLC (Lessee)
By: /s/ Michael Landers
-----------------------------------------
Michael Landers, Exec. Managing Director
-----------------------------------------
(Name & Title)
Date Signed: 11-5-96
---------------------------------
Telecommunications Finance Group
(Lessor)
By: CC Callaway
------------------------------------------
Date Signed: 31 January 1997
------------------------------------------
Authorized Representative
TFGLN001 -.11-
<PAGE>
ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC
(LOS ANGELES, CA)
O. O1 SCHEDULE A (ORIGINAL LEASE VALUE)
STIPULATED LOSS VALUE
The stipulated Loss Value of any item of Equipment as of any Rent Payment Date
with respect of such item of Equipment shall be determined by multiplying the
Lessor's Value of such item of, Equipment by the percentage set forth below for
such Rent Payment Date; provided that, any determination of Stipulated Loss
value as of a date occurring, after the final Rent Payment Date with respect to
such item of equipment, shall be made as of such final Rent Payment Date.
After Rent
Payment Number Percentage
0 105.0000
1 104.1089
2 103.2055
3 102.2898
4 101.3616
5 100.4208
6 99.4672
7 98.5008
8 97.5214
9 96.5288
10 95.5230
11 94.5038
12 93.4710
13 92.4247
14 91.3644
15 90.2903
16 89.2021
17 88.0997
18 86.9829
19 85.8517
20 84.7057
21 83.5450
22 82.3694
23 81.1786
24 79.9726
25 78.7512
26 77.5143
27 76.2617
28 74.9932
29 73.7087
30 72.4080
31 71.0910
32 69.7574
33 68.4073
34 67.0402
35 65.6562
36 64.2550
37 62.8364
38 61.4003
39 59.9466
40 58.4749
41 56.9852
42 55.4773
43 53.9510
44 52.4061
45 50.8424
. 46 49.2597
47 47.6578
48 46.0366
49 43.9792
50 41.9021
51 39.8050
52 37.6878
53 35.5502
54 33.3921
55 31.2133
56 29.0134
57 26.7925
58 24.5501
59 22.2862
60 20.0000
10/31/96 INITIAL
<PAGE>
ATHENA INTERNATIONAL LTD. LIABILITY CO.
DBA ATHENA INTERNATIONAL, LLC
SITE: LOS ANGELES, CA
ADDITION I - 06/02/97
SCHEDULE A
STIPULATED LOSS VALUE
0.009166
The Stipulated Loss Value of any item of Equipment as of any Rent with respect
of such item of Equipment shall be multiplying the Lessor's Value of such item
of the percentage set forth below for such Rent Payment that, any determination
of stipulated LOSS Value as occurring after the final Rent Payment Date with
respect equipment, shall be made as of such final Rent Rent
Number Percentage
0 105.0000
1 104.0467
2 103.0815
3 102.1045
4 101.1155
5 100.1144
6 99.1011
7 98.0754
8 97.0373
9 95.9866
10 94.9233
11 93.8471
12 92.7581
13 91.6560
14 90.5408
15 89.4123
16 88.2704
17 87.1150
18 85.9460
19 84.7633
20 83.5666
21 82.3559
22 81.1311
23 79.8921
24 78.6386
25 77.3706
26 76.0879
27 74.7904
28 73.4780
29 72.1505
30 70.8078
31 69.4498
32 68.0762
33 66.6870
34 65.2821
35 63.8612
36 62.4243
37 60.9711
38 59.5016
39 58.0156
40 56.5129
41 54.9934
42 53.4569
43 51.9033
44 50.3324
45 48.7441
46 47.1381
47 45.5144
48 43.8728
49 41.7964 INITIAL
50 39.7018
51 37.5887
52 35.4570
53 33.3066
54 31.1372
55 28.9488
56 26.7410
57 24.5138
58 22.2670
59 20.O0O0
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
This STATEMENT is presented to a filing officer for filing pursuant to the Uniform Commercial Code. 3 Maturity date (if any):
DESK COPY
- ------------------------------------------------------------------------------------------------------------------------------------
1. Debtor(s) (Last Name First) and address(es) 2. Secured Party(ies) and address (es) For Filing Officer (Date, Time,
Number, and Filing Office)
ATHENA INTERNATIONAL LTD. TELECOMMUNICATIONS FINANCE
LIABILITY CO. DBA ATHENA GROUP
INTERNATIONAL, LLC 400 RINEHART ROAD
701 POYDRAS ST., 675 ONE SHELL SQ. LAKE MARY, FL 32746
NEW ORLEANS, LA 70139 FEIN: 52-2122392
FEIN: 72-1280590
- ---------------------------------------------------------------------------------------
4. This statement refers to original Financing Statement bearing File No. 141556
Filed with Secretary of State, NY Date Filed 7/16/96
- ------------------------------------------------------------------------------------------------------------------------------------
5. / / Continuation. The original financing statement between the foregoing Debtor and Secured Party, bearing file number shown
above, is still effective.
6. / / Termination. Secured party no longer claims a security interest under the financing statement bearing file number shown
above.
7. / / Assignment. The secured party's right under the financing statement bearing file number shown above to the property
described in Item 10 have been assigned to the assignee whose name and address appears in Item 10.
8. /X/ Amendment Financing Statement bearing file number shown above is amended as set forth in Item 10.
9. / / Partial Release Secured Party releases the collateral described in Item 10 from the financing statement bearing file number
shown above.
- ------------------------------------------------------------------------------------------------------------------------------------
10. NEW DEBTOR IS AS FOLLOWS:
HIGHPOINT INTERNATIONAL TELECOM, INC. - FEIN: 91-1917016
1890 SHORELINE BLVD.
MOUNTAIN VIEW, CA 94043-1320
THIS DEBTOR ASSUMES ALL RESPONSIBILITY UNDER THIS LEASE AGREEMENT.
(SITE: NEW YORK, NY)
No. of additional Sheets presented: 0
- ------------------------------------------------------------------------------------------------------------------------------------
HIGHPOINT INTERNATIONAL TELECOM, INC. TELECOMMUNICATIONS FINANCE GROUP
- ---------------------------------------------------------------------- ---------------------------------------------------
By: Signature(s) Of Debtor(s) (necessary only if item 8 is applicable). By: Signature(s) of Secured Party(ies)
STANDARD FORM-FORM UCC-3
</TABLE>
<PAGE>
ATHENA INTERNATIONAL LTD. LIABILITY CO.
DBA ATHENA INTERNATIONAL, LLC
SITE: LOS ANGELES, CALIFORNIA
ADDITION II - 08/29/97
0.009166 SCHEDULE A
STIPULATED LOSS VALUE
The stipulated Loss Value of any item of Equipment as of any Rent payment date
with respect of such item of Equipment shall be multiplying the Lessor's Value
of such item of equipment by the percentage set forth below for such Rent
Payment date; provided that, any determination of Stipulated Loss Value as of a
date occurring after the final Rent Payment Date with respect to such item
equipment, shall be made as of such final Rent payment date.
After Rent
Payment Number Percentage
- -------------- ----------
0 105.0000
1 103.9530
2 102.8933
3 101.8210
4 100.7358
5 99.6376
6 98.5264
7 97.4021
8 96.2643
9 95.1132
10 93.9485
11 92.7702
12 91.5780
13 90.3719
14 89.1518
15 87.9175
16 86.6688
17 85.4057
18 84.1280
19 82.8357
20 81.5284
21 80.2062
22 78.8689
23 77.5163
24 76.1483
25 74.7647
26 73.3655
27 71.9505
28 70.5194
29 69.0723
30 67.6089
31 66.1291
32 64.6327
33 63.1196
34 61.5896
35 60.0426
36 58.4784
37 56.8969
38 55.2978
39 53.6811
40 52.0466
41 50.3942
42 48.7235
43 47.0346
44 45.3271
46 41.8561
47 40.0922
48 38.3091
49 36.0901
50 33.8514
51 31.5931
52 29.3149
53 27.0167
54 24.6981
55 22.3592
56 20.0000
<PAGE>
AMENDMENT TO LEASE AGREEMENT DATED October 3l, 1996 BETWEEN
TELECOMMUNICATIONS FINANCE GROUP AND
ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC
FOR EQUIPMENT INSTALLED IN LOS ANGELES, CALIFORNIA
Effective December 2, 1997, the following sections of said Lease Agreement are
amended as follows:
1. Section 3:
The term of the lease changed from sixty (60) months to sixty-three
(63) months.
2. Section 5(a):
The number of consecutive monthly installments of rent for the
Equipment is changed from sixty (60) months to sixty-three (63) months.
TELECOMMUNICATIONS FINANCE GROUP ATHENA INTERNATIONAL LTD. LIABILITY CO.
DBA ATHENA INTERNATIONAL, LLC
By: By:
---------------------------- ----------------------------------
- -------------------------------- -------------------------------------
Authorized Representative (Name & Title)
Date Signed: 4/14/98 Date Signed: MARCH 2,1998
-------------------- -------------------------
<PAGE>
SCHEDULE B
AMENDMENT TO LEASE AGREEMENT DATED October 31, 1996 BETWEEN
TELECOMMUNICATIONS FINANCE GROUP (LESSOR) AND
ATHENA INTERNATIONAL LTD. LIABILITY CO. dba ATHENA INTERNATIONAL, LLC (LESSEE)
FOR EQUIPMENT TO BE INSTALLED IN Los Angeles, CA
A DEPOSIT EQUAL TO 0% OF LESSOR'S VALUE IS REQUIRED BY LESSOR PRIOR TO SHIPMENT,
WHICH WILL BE APPLIED FIRST TO THE FIRST INSTALLMENT OF LEASE RENT AND THEN TO
SUCCEEDING INSTALLMENTS OF LEASE RENT UNTIL FULLY UTILIZED.
IN THE EVENT OF EARLY TERMINATION OF THE LEASE DUE TO DEFAULT BY LESSEE, ANY
UNAPPLIED PORTION OF THE 0% DEPOSIT IS NON.REFUNDABLE AND WILL BE RETAINED BY
Lessor.
IN THE EVENT LESSEE HAS MORE THAN ONE LEASE WITH LESSOR, AN EVENT OF DEFAULT FOR
ONE LEASE WILL, IN ITSELF, BE AN EVENT OF DEFAULT ON ALL OTHER LEASES IN THE
NAME OF THE LESSEE.
TELECOMMUNICATIONS FINANCE GROUP ATHENA INTERNATIONAL LTD. LIABILITYCO.
dba ATHENA INTERNATIONAL, LLC
By: By:
---------------------------- --------------------------------
- -------------------------------- -----------------------------------
Authorized Representative (Name & Title)
Date Signed: 31 January 1997
TFGLNO01
<PAGE>
SCHEDULE C
AMENDMENT TO LEASE AGREEMENT DATED October 31, 1996 BETWEEN
TELECOMMUNICATIONS FINANCE GROUP (LESSOR) AND
ATHENA INTERNATIONAL LTD. LIABILITY CO. dba ATHENA INTERNATIONAL, LLC (LESSEE)
FOR EQUIPMENT TO BE INSTALLED IN Los Angeles, CA
LESSEE AFFIRMS TO THE FOLLOWING:
ALL THIRD PARTY VENDOR EQUIPMENT TO BE ADDED TO THE LEASE MUST BE PURCHASED OR
APPROVED BY THE SIEMENS STROMBERG-CARLSON PURCHASING DEPARTMENT.
THE CUMULATIVE TOTAL OF THIRD PARTY VENDOR EQUIPMENT WHICH MAY BE ADDED TO THE
LEASE CANNOT EXCEED 20% OF THE VALUE OF THE EQUIPMENT PROVIDED BY SIEMENS
STROMBERG-CARLSON. THE ONLY THIRD PARTY VENDOR EQUIPMENT WHICH MAY BE ADDED TO A
LEASE ARE APPROVED BILLING EQUIPMENT AND SYSTEMS AND OAS (OPERATOR ASSISTED
SYSTEM) EQUIPMENT. OTHER ITEMS MAY BE ADDED IF THE SIEMENS STROMBERG-CARLSON OCC
SENIOR PROGRAM MANAGER CONFIRMS THAT IT IS NECESSARY AS AN ADDITION TO ONE OF
THE APPROVED SYSTEMS.
AN ADDITIONAL 30% MAY BE AUTHORIZED SUBJECT TO THE FURTHER LIMITATION THAT THE
DOLLAR AMOUNT OF THE ADDITIONAL 30% MAY NOT EXCEED $125,000.00.
A DEPOSIT EQUAL TO 10% OF THE THIRD PARTY VENDOR EQUIPMENT IS REQUIRED BY LESSOR
PRIOR TO ISSUING A PURCHASE ORDER TO THE THIRD PARTY VENDOR. THIS DEPOSIT WILL
BE APPLIED FIRST TO THE FIRST INSTALLMENT OF LEASE RENT IN WHICH THE VENDOR
EQUIPMENT IS INCLUDED, AND THEN TO SUCCEEDING INSTALLMENTS OF LEASE RENT UNTIL
FULLY UTILIZED.
IN THE EVENT OF EARLY TERMINATION OF THE LEASE DUE TO DEFAULT BY LESSEE, ANY
UNAPPLIED PORTION OF THE DEPOSIT IS NON-REFUNDABLE AND WILL BE RETAINED BY
LESSOR.
A 10% FEE WILL BE ADDED TO THE PRICE OF ALL THIRD PARTY VENDOR EQUIPMENT.
THIS EQUIPMENT WILL BE ADDED TO THE LEASE AT THE THEN CURRENT LEASE RATE AS
DETERMINED BY LESSOR.
TELECOMMUNICATIONS FINANCE GROUP ATHENA INTERNATIONAL LTD. LIABILITY CO.
dba ATHENA INTERNATIONAL, LLC
By: By:
---------------------------- --------------------------------
- -------------------------------- -------------------------------------
Authorized Representative (Name & Title)
Date Signed: 31 JAN 1997 Date Signed: 11-5-96
-------------------- ------------------------
TFGLN001
<PAGE>
ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC
SITE: LOS ANGELES, CALIFORNIA
LEASE PAYMENTS
ADDENDUM TO LEASE AGREEMENT DATED October 31, 1996 BETWEEN
TELECOMMUNICATIONS FINANCE GROUP AND
ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC
<TABLE>
<CAPTION>
<S> <C> <C>
EFFECTIVE JUNE 1, 1997 (60 MONTHLY LEASE PAYMENTS)
ORIGINAL VALUE OF EQUIPMENT $370,908.98
RATE FACTOR PER $1,000 $21.993
ORIGINAL MONTHLY LEASE PAYMENT $8,157.40
EFFECTIVE JULY 1, 1997 (59 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION I $298,421.49
RATE FACTOR PER $1,000 $21.771
ADDITION I MONTHLY LEASE PAYMENT $ 6,496.93
TOTAL MONTHLY LEASE PAYMENT $14,654.33
EFFECTIVE OCTOBER 1, 1997 (56 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION II $185,473.75
RATE FACTOR PER $1,000 $22,664
ADDITION II MONTHLY LEASE PAYMENT $ 4,203.58
TOTAL MONTHLY LEASE PAYMENT $18,857.91
EFFECTIVE DECEMBER 2, 1997 THE LEASE TERM IS EXTENDED FROM 60 TO 63 MONTHS.
EFFECTIVE JANUARY 1,1998 (56 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION III $ 22,777.76
LEASE PAYMENTS ARE AS FOLLOWS:
01/01/98-03/01/98 $ -0-
04/01/98-08/01/2002 $19,401.61
TOTAL VALUE OF EQUIPMENT $877,581.98
===========
SUMMARY OF TOTAL LEASE PAYMENTS: 1 @ $ 8,157.40 = $ 8,157.40
3 @ $ 14,654.33 = $ 43,962.99
3 @ $ 18,857.91 = $ 56,573.73
3 @ $ -0- = $ -0-
53 @ $19,401.61 = $1,028,285.33
--------------
63 $1,136,979.45
</TABLE>
<PAGE>
ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC
SITE: LOS ANGELES, CALIFORNIA
LEASE PAYMENTS
ADDENDUM TO LEASE AGREEMENT DATED October 31, 1996 BETWEEN
TELECOMMUNICATIONS FINANCE GROUP AND
ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC
<TABLE>
<CAPTION>
<S> <C> <C>
EFFECTIVE JUNE 1, 1997 (60 MONTHLY LEASE PAYMENTS)
ORIGINAL VALUE OF EQUIPMENT $370,908.98
RATE FACTOR PER $1,000 $21,993
ORIGINAL MONTHLY LEASE PAYMENT $8,157.40
EFFECTIVE JULY l, 1997 (59 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION I $298,421.49
RATE FACTOR PER $1,000 $21,771
ADDITION I MONTHLY LEASE PAYMENT $ 6,496.93
TOTAL MONTHLY LEASE PAYMENT $14,654.33
==========
EFFECTIVE OCTOBER 1,1997 (56 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION II $185,473.75
RATE FACTOR PER $1,000 $22,664
ADDITION II MONTHLY LEASE PAYMENT $ 4,203.58
TOTAL MONTHLY LEASE PAYMENT $18,857.91
==========
TOTAL VALUE OF EQUIPMENT $854,804.22
===========
SUMMARY OF TOTAL LEASE PAYMENTS:
1 @ $ 8,157.40 = $ 8,157.40
3 @ $ 14,654.33 = $ 43,962.99
56 @ $ 18,857.91 = $1,056,042.96
-------------
60 $1,108,163.35
</TABLE>
TEGLA206-6.WPT
<PAGE>
ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC
SITE: LOS ANGELES, CALIFORNIA
LEASE PAYMENTS
ADDENDUM TO LEASE AGREEMENT DATED October 3l, 1996 BETWEEN
TELECOMMUNICATIONS FINANCE GROUP AND
ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC
<TABLE>
<CAPTION>
<S> <C> <C>
EFFECTIVE JUNE 1, 1997 (60 MONTHLY LEASE PAYMENTS)
ORIGINAL VALUE OF EQUIPMENT $370,908.98
RATE FACTOR PER $1,000 $21,993
ORIGINAL MONTHLY LEASE PAYMENT $8,157.40
EFFECTIVE JULY 1, 1997 (59 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION I $298,421.49
RATE FACTOR PER $1,000 $21,771
ADDITION 1 MONTHLY LEASE PAYMENT $6,496.93
TOTAL MONTHLY LEASE PAYMENT $14,654.33
==========
TOTAL VALUE OF EQUIPMENT $669,330.47
===========
SUMMARY OF TOTAL LEASE PAYMENTS:
1 @ $ 8,157.40 = $ 8,157.40
59 @ $ 14,654.33 = $864,605.47
-----------
60 $872,762.87
DATE: 6-4-97 ACCEPTED BY:
</TABLE>
TFGLA206-6.WPT
<PAGE>
CERTIFICATE OF DELIVERY AND ACCEPTANCE
Commencement
Date: December 2. 1997
THIS CERTIFICATE OF DELIVERY AND ACCEPTANCE is executed and delivered to
TELECOMMUNICATIONS FINANCB GROUP ("Lessor") by ATHENA INTERNATIONAL LTD.
LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC ("Lessee") pursuant to and in
accordance with the Lease Agreement dated October 31, 1996 between Lessor and
Lessee (the "Lease", the defined terms therein being used herein with their
defined meanings).
I. The Equipment covered by this Certificate consists of the items
described in Schedule I of Exhibit A of the Lease.
2. Lessee confirms that the items of Equipment covered hereby have been
delivered to it in good working order and condition, and have been
inspected and accepted by Lessee as of the Commencement Date set forth
above. Lessee hereby waives any right it may have under Section 2A-517
of the Uniform Commercial Code or otherwise to revoke this acceptance
for any reason whatsoever, including but not limited to, (i) any
assumption by Lessee that a nonconformity would be cured, (ii) any
inducement of acceptance by the Lessor's assurances or any difficulty to
discover a nonconformity before acceptance, or (iii) any Lessor default
under the Lease. Lessee further hereby waives its rights under Sections
2A-401 and 2A-402 of the Uniform Commercial Code to suspend performances
of any of its obligations under the Lease with respect to the Equipment
hereby accepted.
3. Lessee confirms that such items of Equipment have been installed at: 800
West Sixth Street, Los Angeles, California 90017
4. The Lessor's Value of the items of Equipment covered hereby is set forth
in the Schedule I of Exhibit A. Lessee confirms that each installment of
rent payable is as defined by the rental rate factor per thousand
dollars as specified in Section 5 of the Lease.
5. Lessee hereby: (a) confirms that the items of Equipment covered hereby
have been inspected by Lessee, have been delivered in good working order
and condition and are of the size, design, capacity and manufacture
selected by it and meet the provisions of the purchase order(s) with
respect thereto: and (b) irrevocably accepts said items of Equipment
"as-is, where is" for all purposes of the Lease as of the Commencement
Date set forth above and shall pursue remedies to correct deficiencies,
if any, in said items of equipment under the manufacturer's warranty
provisions only.
6. Lessee hereby confirms: (i) that no Default or Event of Default is in
existence as of the Commencement Date set forth above, nor shall any
Default or Event of Default occur as a result of the lease by Lessee of
the Equipment specified here-in; and (ii) that all representations and
warranties of Lessee contained in the Lease or in any document or
certificate furnished Lessor in connection herewith, are true and
correct as of the Commencement Date set forth above with the same force
and effect as if made on such date.
7. Lessee assumes sole responsibility for ensuring that the billing center
can correctly read call records. Lessee's responsibility includes
reading daily, the automatic message/ticketing accounting system and/or
polling systems tape(s) by the billing system to ensure all ticket
information is present, Risk of loss for any revenue or profit
associated therewith passes to Lessee upon cutover of any hardware or
software.
8. Al1 of the terms, provisions and conditions of the Lease are hereby
incorporated herein and made a part hereof as if such terms, provisions
and conditions were set forth in full in this Certificate. By their
execution and delivery of this Certificate, the parties hereto reaffirm
all of the terms, provisions and conditions of the Lease.
IN WITNESS WHEREOF, Lessee has caused this Certificate to be executed by
its duly authorized officer as of the Commencement Date set forth above.
Refer S.O. #ADDITION III/ ATHENA INTERNATIONAL LTD. LIABILITY CO.
EQUIPMENT LIST #TFG-98016 DBA ATHENA INTERNATIONAL, LLC
By:
---------------------------------
--------------------------------------
(Name & Title)
Date Signed:
ACCEPTED BY:
TELECOMMUNICATIONS FINANCE GROUP
AS OF THE 14 DAY OF April 1998.
-- ------ --
By:
-------------------------------
Authorized Representative
<PAGE>
SCHEDULE I OF EXHIBIT A
(CERTIFICATE OF DELIVERY AND ACCEPTANCE)
EQUIPMENT DESCRIPTION
The items of personal property to be leased pursuant to this Lease Agreement,
dated as of October 31, I996 between TELECOMMUNICATIONS FINANCE GROUP, as
Lessor, and ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL,
LLC, as Lessee, are described below and in the attached equipment list(s):
Equipment List
<TABLE>
<CAPTION>
Number Description Amount
- ------ ----------- ------
<S> <C> <C>
DCO-681161 USED 1152 PORT EQUIPPED AND WIRED $368,950.00
RELEASE 12.1; BASIC SS-7 WITH 800
PORTABILITY; SS-7 SPARES; POWER SYSTEM;
UPGRADE TO RELEASE 14.0; DE-INSTALLAT
CALGARY, PACK; RGL EXPANSION
INCLUDING INSTALLATION
FREIGHT 1,958.98
TFG-97245 ADDITION I 298,421.49
TFG-97278 ADDITION II 185,473.75
TFG-98016 ADDITION III 22,777.76
---------
TOTAL $877,581.98
===========
The above described equipment installed at:
800 West Sixth Street, Los Angeles, California 90017
ACCEPTED BY:
DATE: MARCH 2, 1998
Dated: October 31, 1996
Revised: June 2, 1997
Revised: August 29, 1997
Revised: February 26, 1998
TFGLA206-4.WPT
</TABLE>
<PAGE>
EQUIPMENT LIST # TFG-98016 DATED: February 26, 1998
COMPANY: ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA
SITE LOCATION: INTERNATIONAL, LLC
LOS ANGELES, CALIFORNIA
ADDITION: III
<TABLE>
<CAPTION>
PART NO./DESCRIPTION QUANTITY AMOUNT-
- -------------------- -------- -------
<S> <C> <C>
STN
RESTRUCTURE CHARGES Total $22,777.76
==========
TFGLA206-5.WPT
</TABLE>
<PAGE>
CERTIFICATE OF DELIVERY AND ACCEPTANCE
CCommencement Date: September 2, 1997
THIS CERTIFICATE OF DELIVERY AND ACCEPTANCE is executed and delivered to
TELECOMMUNICATIONS FINANCE GROUP ("Lessor") by ATHENA INTERNATIONAL LTD.
LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC ("Lessee") pursuant to and in
accordance with the Lease Agreement dated October 31, 1996 between Lessor and
Lessee (the "Lease", the defined terms therein being used herein with their
defined meanings).
1. The Equipment covered by this Certificate consists of the items
described in Schedule I of Exhibit A of the Lease.
2. Lessee confirms that the items of Equipment covered hereby have been
delivered to it in good working order and condition, and have been
Inspected and accepted by Lessee as of the Commencement Date set forth
above. Lessee hereby waives any right it may have under Section 2A-517
of the Uniform Commercial Code or otherwise to revoke this acceptance
for any reason whatsoever, Including but not limited to, (i) any
assumption by Lessee that a nonconformity would be cured, (ii) any
inducement of acceptance by the Lessor's assurances or any difficulty to
discover a nonconformity before acceptance, or (iii) any Lessor default
under the Lease. Lessee further hereby waives its rights under Sections
2A-401 and 2A-402 of the Uniform Commercial Code to suspend performances
of any of its obligations under the Lease with respect to the Equipment
hereby accepted.
3. Lessee confirms that such items of Equipment have been installed at: 800
West Sixth Street, Los Angeles, California 90017
4. The Lessor's Value of the Items of Equipment covered hereby is set forth
in the Schedule I of Exhibit A. Lessee confirms that each installment of
rent payable is as defined by the rental rate factor per thousand
dollars as specified in Section 5 of the Lease.
5. Lessee hereby: (a) confirms that the items of Equipment covered hereby
have been inspected by Lessee, have been delivered in good working order
and condition and are of the size, design, capacity and manufacture
selected by it and meet the provisions of the purchase order(s) with
respect thereto: and (b) irrevocably accepts said items of Equipment
"as-is, where-is" for all purposes of the Lease as of the Commencement
Date set forth, above and shall pursue remedies to correct deficiencies,
if any, in said items of equipment under the manufacturer's warranty
provisions only.
6. Lessee hereby confirms: (i) that no Default or Event of Default is in
existence as of the Commencement Date set forth above, nor shall any
Default or Event of Default occur as a result of the lease by Lessee of
the Equipment specified here-in; and (ii) that all representations and
warranties of Lessee contained in the Lease or in any document or
certificate furnished Lessor in connection herewith, are true and
correct as of the Commencement Date set forth above with the same force
and effect as if made on such date.
7. Lessee assumes sole responsibility for ensuring that the billing center
can correctly read call records. Lessee's responsibility Includes
reading daily the automatic message/ticketing accounting system and/or
polling systems tape(s) by the billing system to ensure all ticket
information is present. Risk of loss for any revenue or profit
associated therewith passes to Lessee upon cutover of any hardware or
software.
8. All of the terms, provisions and conditions of the Lease are hereby
incorporated herein and made a part hereof as if such terms, provisions
and conditions were set forth in full in this Certificate. By their
execution and delivery of this Certificate, the parties hereto reaffirm
all of the terms, provisions and conditions of the Lease.
IN WITNESS WHEREOF, Lessee has caused this Certificate to be executed
by its duly authorized officer as of the Commencement Date set forth above.
Refer S.O. #ADDITION II/ ATHENA INTERNATIONAL LTD, LIABILITY CO.
Equipment List #TFG-97278 DBA ATHENA INTERNATIONAL, LLC
-------------------------------------
(Name &. Title)
Date Signed: 9-8-97
-------------------------
ACCEPTED BY:
TELECOMMUNICATIONS FINANCE GROUP
As OF THE 13 DAY OF October 1997
-- ------- --
By:
----------------------------------
---------------------------------
Authorized Representative
TFGLA206-3.WP'T
<PAGE>
SCHEDULE I OF EXHIBIT A
(CERTIFICATE OF DELIVERY AND ACCEPTANCE)
EQUIPMENT DESCRIPTION
The items of personal property to be leased pursuant to this Lease Agreement,
dated as of October 31, 1996 between TELECOMMUNICATIONS FINANCE GROUP, as
Lessor, and ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL,
LLC, as Lessee, are described below and in the attached equipment list(s):
<TABLE>
<CAPTION>
Equipment List
Number Description Amount
- ------ ----------- ------
<S> <C> <C>
DCO-681161 USED 1152 PORT EQUIPPED AND WIRED $368,950.00
RELEASE 12.1; BASIC SS-7 WITH 800
PORTABILITY; SS-7 SPARES; POWER SYSTEM;
UPGRADE TO RELEASE 14.0; DE-INSTALL AT
CALGARY, PACK; RGL EXPANSION
INCLUDING INSTALLATION
FREIGHT 1,958.98
TFG-97245 ADDITION I 298,421.49
TFG.97278 ADDITION II 185,473.75
------ ----------
TOTAL $854,804.22
===========
</TABLE>
The above described equipment installed at:
800 West Sixth Street, Los Angeles, California 90017
ACCEPTED BY:
-------------------------------
DATE: 9-8-97
---------------------------------
Dated: October 31, 1996
Revised: June 2, 1997
Revised: August 29, 1997
TFGLA206-4.WPT
<PAGE>
EQUIPMENT LIST # TFG-97278 DATED: August 29, 1997
COMPANY: ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL,
LLC
SITE LOCATION: LOS ANGELES, CALIFORNIA
ADDITION: II
<TABLE>
<CAPTION>
PART NO./DESCRIPTION QUANTITY AMOUNT
- -------------------- -------- ------
<S> <C> <C>
SS-C
DTF-02 960 PORT ADDITION WITH ISDN, PER DCO-710014, ISSUE 2, DATED 06/24/97;
ISDN TRANSPORT SOFTWARE; SERVICE CUA WITH BASIC'S; ISDN SPARE PWBAS; DIU PWBA
(2) INCLUDING INSTALLATION (S.O.#071568) AS FOLLOWS:
MATERIAL 1 LOT $89,242.00
SOFTWARE 1 LOT 10,000.00
INSTALLATION 11,340.00
FREIGHT 3,774.75
REAL TIME ANI FEATURE #823435 (S.O.#071804)
AS FOLLOWS:
SOFTWARE RTU 1 LOT 26,667.00
ONE PAIR OF A-LINKS FEATURE #003069
(S.0.#072727) AS FOLLOWS:
SOFTWARE 1 LOT 6,895.00
SCAT 330.00
RELEASE 15.0 UPGRADE PER DCO.710024, ISSUE 1, DAETD 04/08/97 (S.O.#072810) AS
FOLLOWS:
MATERIAL 1 LOT 25,000.00
INSTALLATION 5,000.00
ONE A LINK PAIR (S.O.#073211) AS FOLLOWS:
SOFTWARE 1 LOT 6,895.00
SCAT 330.00
------
TOTAL $185,473.75
===========
</TABLE>
TFGLA206-5.WPT
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
JUN-26 (THU)97
JUN -25 97 (WED) 20-50 ATHENA INTERNATIONAL TEL:3035950959 P.007
JUN -25 97 (WED) 14-52 SIEMENS INC TEL:816 891 1102 P.002
</TABLE>
SIEMENS
Stromberg-Carlson
Installation Site: Los Angeles, CA.
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
----------- ------------ ---
<S> <C> <C>
ITEM 02
LTR-00
814574-992 MG Service Circuit CUA 1
814574-996 PWBA Mod Group Basic PWBA 1
207600-720 PWBA Guide 1
814742-536 PWBA, DTMF Rec 5
814742-575 PWBA.(1W) DTMF Rec FOC. 3
814571-766 PWBA (1W) Receiver NACT/EVACT - TMF 3
814695-556 PWBA (1W) DTMF Dig. Sender 2
814572-576 PWBA (1W) Dig. Sender TMF 2
NOTE: Requirements for additional Service Circuits are based upon SS7
usage in the office. This CUA could mount in LTF- 00 CUA posn. 01.
ITEM 03
ISDN SPARE PWRAS
817564-046 PWBA (2W) DS-I Power Supply 1
817744-026 PWBA, Div Terminator 1
207630-042 Shield Assembly 1
ITEM 04
ISON PWBA
817742-536 PWBA (2w) DIU
</TABLE>
<PAGE>
JUN.-25' 97 (WED) 20:50 ATHENA INTERNATIONAL TEL:3035950959 P.005
JUN.-15' 97(WED) 13:27 SIEMENS/SC K CITY TEL:816 891 1101 P.005
SIEMENS
Stromberg-Carlson
Installation Site: Los Angeles, CA
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
----------- ----------- ---
<S> <C> <C>
ITEM 01
-CMF-00, CCS-02
822068-812 Diag. Grading Panel 1
822003.596A PWBA, (2W)SI HDI 4
822002-526 PWBA, TSI PGH I/F 4
207800-482 Cable Assembly (TSI/PGH) 4
822005-548A PWBA. (2W) TPPO HDI 2
822006-566A PWBA, TPP1 2
822017-556A PWBA, TPP2 2
DTF-02
817577-900A MG Basic DTF Assembly 1
817577-901A MG, DS1 Host CUA 5
817577-902A MG, Basics PWBAs DS1 CUA 5
207600-225A Frame Weldment 1
207800-079A Pkg Assy Front Door Mtg Hardware 1
207800-080A Pkg Assy Rear Door Mtg Hardware 1
207600-158A Door Assembly, Right 110 2
207600-159A Door Assembly, Left 11O 2
817577-920 Cable Tie Assy 6
817560-626A PWBA, (2W) TIF 40
817577-917A MF Fan Assy w/Alarm
</TABLE>
<PAGE>
JUN.-26' 97 (THU) 12:38 SIEMENS/SC K CITY TEL:
JUN.-25' 97 (WED) 20:50 ATHENA INTERNATIONAL TEL:3035950959 P. 006
JUN.-25' 97 (WED) 13:27 SIEMENS/SC K CITY TEL: 816 891 1101 P. 006
SIEMENS
Stromberg-Carlson
Installation Site: Los Angeles, CA
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
----------- ----------- ---
<S> <C> <C> <C>
ITEM 01 (Cont.)
DTF-02(cont.)
817743-518 CUA, DIU 1
207800-539 Package Assy. DIU Mtg 1
817564-046 PWBA (2W) DS-I Power Supply 2
817744-026 PWBA Div Terminator 2
207630-042 Shield Assembly 1
817742-536 PWBA (2W) DIU 2
PRT-00
817576-938 Mod Group, Circuit Breaker 2
Miscellaneous
DSX-DRl9 Cross Connect Panel 2
DOC-ADD Additions Documentation 1
ITEM 0lA
ISDN TRANSPORT
827010 ISDN Transport 1
</TABLE>
<PAGE>
CERTIFICATE OF DELIVERY AND ACCEPTANCE
Commencement Date: June 2, 1997
THIS CERTIFICATE OF DELIVERY AND ACCEPTANCE is executed and delivered to
TELECOMMUNICATIONS FINANCE GROUP ("Lessor") by ATHENA INTERNATIONAL LTD.
LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC ("Lessee") pursuant to and in
accordance with the Lease Agreement dated October 31, 1996 between Lessor and
Lessee (the "Lease", the defined terms therein being used herein with their
defined meanings).
1. The Equipment covered by this Certificate consists of the items
described in Schedule 1 of Exhibit A of the Lease.
2. Lessee confirms that the items of Equipment covered hereby have been
delivered to it in good working order and condition, and have been
inspected and accepted by Lessee as of the Commencement Date set forth
above. Lessee hereby waives any right it may have under Section 2A-517
of the Uniform Commercial Code or otherwise to revoke this acceptance
for any reason whatsoever, including but not limited to, (i) any
assumption by Lessee that a nonconformity would be cured, (ii) any
inducement of acceptance by the Lessor's assurances or any difficulty to
discover a nonconformity before acceptance, or (iii) any Lessor default
under the Lease. Lessee further hereby waives its rights under Sections
2A-401 and 2A-402 of the Uniform Commercial Code to suspend performances
of any of its obligations under the Lease with respect to the Equipment
hereby accepted.
3. Lessee confirms that such items of Equipment have been installed at: 800
West Sixth Street, Los Angeles, California 90017
4. The Lessor's Value of the items of Equipment covered hereby is set forth
in the Schedule I of Exhibit A. Lessee confirms that each Installment of
rent payable is as defined by the rental rate factor per thousand
dollars as specified in Section 5 of the Lease.
5. Lessee hereby: (a) confirms that the items of Equipment covered hereby
have been inspected by Lessee, have been delivered in good working order
and condition and are of the size, design, capacity and manufacture
selected by it and meet the provisions of the purchase order(s) with
respect thereto: and (b) irrevocably accepts said items of Equipment
"as-is, where-is" for all purposes of the Lease as of the Commencement
Date set forth above and shall pursue remedies to correct deficiencies,
if any, in said items of equipment under the manufacturer's warranty
provisions only.
6. Lessee hereby confirms: (i) that no Default or Event of Default is in
existence as of the Commencement Date set forth above, nor shall any
Default or Event of Default occur as a result of the lease by Lessee of
the Equipment specified here-in; and (ii) that all representations and
warranties of Lessee contained in the Lease or in any document or
certificate furnished Lessor in connection herewith, are true and
correct as of the Commencement Date Set forth above with the same force
and effect as if made on such date.
7. Lessee assumes sole responsibility for ensuring that the billing center
can correctly read call records. Lessee's responsibility includes
reading daily the automatic message/ticketing accounting system and/or
polling systems tape(s) by the billing system to ensure all ticket
information is present. Risk of loss for any revenue or profit
associated therewith passes to Lessee upon cutover of any hardware or
software.
8. All of the terms, provisions and conditions of the Lease are hereby
incorporated herein and made a part hereof as if such terms, provisions
and conditions were set forth in full in this Certificate. By their
execution and delivery of this Certificate, the parties hereto reaffirm
all of the terms, provisions and conditions of the Lease.
IN WITNESS WHEREOF, Lessee has caused this Certificate to be executed
by its duly authorized officer as of the Commencement Date set forth above.
Refer S.O. #ADDITION I/ ATHENA INTERNATIONAL LTD. LIABILITY CO.
EQUIPMENT LI ST #TFG-97245 DBA ATHENA INTERNATIONAL, LLC
By:
---------------------------------
------------------------------------
(Name & Title)
Date Signed: 6-4-97
------------------------
ACCEPTED BY:
TELECOMMUNICATIONS FINANCE GROUP
AS OF THE 11 DAYOF JULY 1997
-- --------- --
By:
---------------------------------
Authorized Representative
TFGLA206-3.WPT
<PAGE>
SCHEDULE 1 OF EXHIBIT A
(CERTIFICATE OF DELIVERY AND ACCEPTANCE)
EQUIPMENT DESCRIPTION
The items of personal property to be leased pursuant to this Lease Agreement,
dated as of October 31, 1996 between TELECOMMUNICATIONS FINANCE GROUP, as
Lessor, and ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL,
LLC0 as Lessee, are described below and in the attached equipment list(s):
<TABLE>
<CAPTION>
Equipment List
Number Description Amount
------ ----------- ------
<S> <C> <C>
DCO-681161 USED 1152 PORT EQUIPPED AND WIRED $368,950.00
RELEASE 12.1; BASIC SS.7 WITH 800
PORTABILITY; SS.7 SPARES; POWER SYSTEM;
UPGRADE TO RELEASE 14.0; DE-INSTALLAT
CALGARY, PACK; RGL EXPANSION
INCLUDING INSTALLATION
FREIGHT 1,958.98
TFG-97245 ADDITION I 298,421.49
-----------
TOTAL $669,330.47
===========
</TABLE>
The above described equipment installed at:
800 West Sixth Street, Los Angeles, California 90017
ACCEPTED BY:
--------------------------
DATE: 6-4-97
----------------------------------
Dated: October 31, 1996
Revised: June 2, 1997
TFOLA2064.WPT
<PAGE>
EOUIPMENT LIST # TFG-97245 DATED: June 2, 1997
COMPANY: ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA
INTERNATIONAL, LLC
SITE LOCATION: LOS ANGELES, CALIFORNIA
ADDITION: I
<TABLE>
<CAPTION>
PART NO. /DESCRIPTION QUANTITY AMOUNT
--------------------- -------- -------
<S> <C> <C>
SS-C
A FULLY EQUIPPED DTF-02 FRAME
(1152 PORTS) PER DCO-681162,
ISSUE I, DATED 09/17/96 (S.O.#071175)
AS FOLLOWS:
MATERIAL 1 LOT $72,307.00
INSTALLATION 10,200.00
FREIGHT 24.05
765 AMP HOUR BATTERY PART #4.DAV85.19
WITH 1200 AMP HOUR CHARGER PER DCO-
7I0000, ISSUE 01, DATED 10/28/96;
2 EJH PROCESSORS; 1 SPARE EJH PROCESSOR;
200 AMP DISTRIBUTION PANEL WITH BUS BAR,
CABLES AND 10.10 AMP BREAKERS
(S.O.#071800) AS FOLLOWS:
MATERIAL I LOT 52,773.00
INSTALLATION 12,200.00
FREIGHT 895.48
A HENDRY FUSE PANEL PER DCO-710009, ISSUE 02, DATED 12/06/96 (S.O.#071983)
AS FOLLOWS:
MATERIAL 1 LOT 1,732.00
INSTALLATION 2,200.00
FREIGHT 78.50
THIRD PARTY VENDOR- ACTION TELCOM
PRIMARY SYSTEM; SECONDARY SYSTEM; AVAS
SYSTEM; TCP/P PACKAGE; NETPLAN PACKAGE;
REMOTE COMMUNICATIONS PACKAGE; BASIC
AGGRAGATOR PACKAGE; INSTALLATION;
TRAINING (SEE ATTACHED EQUIPMENT LIST) 1 LOT 111,650.00
THIRD PARTY VENDOR TELLABS
81.2571/32MS T 1 ECHO CANCELLER 8 17,655.00
FREIGHT 8.58
81.0257D/23" ECHO CANC MTG ASSY 1 836.00
FREIGHT 11.88
THIRD PARTY VENDOR - TTC
EQUIPMENT AS FOLLOWS: 1 LOT 15,807.00
CENTRAL OFFICE TESTING PKG, S/N 10347 1
RACK MOUNT, 19", 1402 1
RACK MOUNT (19") FOR 41934 1
CABLE - BANTAM TO BANTAM 10' 4
FREIGHT 43.00
-----
TOTAL $298,421.49
===========
</TABLE>
TFGLA206-5.WPT
<PAGE>
SIEMENS
Stromberg-Carlson
INSTALLATION SITE : LOS ANGELES, CA
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
<S> <C> <C>
ITEM 01
DTF-01
817577-900 Frame M/G 1
817577-901 MG, DS-1 Host CUA 6
817557-902 MG, DS-1 Basic PWBA's 6
207600-225 Frame Weldment 1
207800-079 Package Assembly Front Door Mtg Hdw 1
2078(X)-080 Package Assembly Rear Door Mtg Hdw 1
207600-158 Door Assembly, Right !/O 2
207600-159 Door Assembly, Left FO 2
207600-721 PWBA Guide 6
817560-606 PWBA, T1 Interface 48
817577-917 MG Blower w/Fan Alarm, Base 1
CMF-O0, CCS-01
822068-811 Diag. Grading Panel 1
822003-596A PWBA, (2W) TSI HDI 4
822002-526 PWBA, TSI PGH I/F 4
207800-482 Cable Assembly (TSI/PGH) 4
822005-546A PWBA, (2W) TPP0 HDI 2
822006-566A PWBA, TPP1 (For Addition) 2
822017-556A PWBA, TPp2 (For Addition) 2
</TABLE>
681162CA/1: 09/17/96 -1-
<PAGE>
SIEMENS
Stromberg-Carlson
INSTALLATION SITE: LOS ANGELES, CA
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
----------- ----------- ---
<S> <C> <C>
ITEM 01 ( cont.)
PRT-O0
817576-938 Mod Group, Circuit Breaker 2
Miscellaneous
DSX-DR19 Cross Connect Panel 2
DOC-ADD Additions Documentation I
</TABLE>
681162CA/1: 09/17/96 - 2 -
<PAGE>
SIEMENS
Stromberg-Carlson
INSTALLATION SITE: LOS ANGELES, CA
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
<S> <C> <C>
ITEM 01
Miscellaneous
203352-600 OEM Equipment, Fuse Panel 1
020785-086 100' Red Power Cable 1
020785-065 100 Black Power Cable 1
Documentation
DOC-ADD Additions Documentation 1
NOTE: The ADC Cross Connect Panel and Hendry Fuse Panel must be ordered for 23' mounting.
</TABLE>
710009CA/2: 12/06/96 -2
<PAGE>
ACTION TELCOM
EQUIPMENT LIST AND WARRANTY INFORMATION ON NAMS SALE
CUSTOMER: ATHENA PROJECT CODE: 9205
BUSINESS OFFICE ADDRESS:
BUSINESS OFFICE PHONE#: VOICE: ( ) FAX: ( )
SITE LOCATION: Los Angeles
SITE ADDRESS.. 800 W. 11th St. Ste 380, Los Angeles, CA, 10017
SITE PHONE#: VOICE: (213)622-4977 FAX: ( ) NAMS: ( )
SWITCH TECH: Wayne Carey
SYSTEM NAME:
PURCHASE DATE: STARTUP DATE: WARRANTY END DATE:
PRIMARY SYSTEM EQUIPMENT: Name: Password:
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
Key Make Model # Serial # I/O IRQ ADDR STK
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
PC ACER 9000 P/N 91AA984003 1900047309
KB ACER PS2 6311 -k K6367171828P
MON ACER 34T UVGA 7134T M3TP64711536
VC AII Built In MacH64 215CT22200 9
HDC Adaptec Built In_ AIC-7880P 722511 8400 11
HDC MYLEX DAC60PL 982139 8000 10 PCISLOT-1
HD IBM 4gig Channel-1 7407005 M1AG3B59925 Mdac id=O Tray-1 F/W
HD IBM 4gig Channel-2 DCAS-34330 B3A14326 mdac id=O Tray-5 F/W
MD IBM--4gig Channel-2 DCAS-34330 B3A14421 Mdac id=l Tray-6 F/W
FD Mitsumi (1.44) D359T5 3542754 3f2 6
TD Tandberg TDC-4222 42223862 alad id=2 5-gig
SL1 Digi Host AD 09527155 F0000000
SL1 Digi Conc. (1P) 50000585 S) E7702756 16-port DB-25
X25 SWG SGX 011311 300 15 D0000
PRN Epson LP-870 40Ul119747 3bc 7 /dev/1po
NET 3COM 3C590 6GF14D256E 7000 14 PCISLOT-3
SER ACER Built In comI 3f8 4
SER ACER Built In com2 3be 3
CD NEC CDR-222 5Z000214322 mdac id=5
DIA AVAS D/21D CG030890 5 D2000
P/S DELTA DPS-35OEB Y2613001392 352-watts
I/P Address= 206.142.142.97
MEMORY- 64 meg
SPEED= 166 Mhz INITIAL
SOFTWARE
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
Key Make Licence Number Licence Code Licence Data Registration Key
- --- ---- -------------- ------------ ------------ ----------------
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
OS SCO Openserver
Enterprise sys 2DL091048 qwwncovwn ezwzckaosk
OS SCO Advanced
FILE&Print 2DL090568 qonorjmm k0;ul;mpyb07k hhosbhoebh
OS SCO Openserver
User License 2DL083104 qzwdzhfc g0;k;ul0;msml F48 ezwzckaOSk
</TABLE>
SOFTWARE:
<TABLE>
<CAPTION>
Key Make Serial # Activation Key # Version
- --- ---- -------- ---------------- -------
<S> <C> <C> <C> <C>
NAMS ATC NAMS II
X25 Netcom II net26414 D094339ff 4.5.4
COMM Term CSU152134U3 gbldbich 6.2
DB Foxpro 2.60
</TABLE>
<TABLE>
<CAPTION>
SECONDARY SYSTEM EQUIPMENT: Name: Password:
Key Make Model Serial I/O IRQ ADDR STK
--- ---- ----- ------ --- -------- ---
<S> <C> <C> <C> <C> <C> <C>
PC ACER 2133 1900054811
KB ACER 6311-K K6367031462P
MON ACER 7134T M3TP64712500
VC Built In
HDC Adaptec Built In 7400 11
HD IBM 2-gig DAC32160 11546H6125ZlH000001585 id=0
FD Mitsumi (1.44) D359T5 6K17MT0652 3f2 6
TD Tandberg 4220 4226686
X25 SWG SGX D01307 300 15 D0000
NET 3COM 3C590 6GF1657997 7000 14
PRN 7 /dev/7p0
SER ACER Built In com1 3f8 4
SER ACER Built In com2 2f8 3
</TABLE>
I/P ADDRESS= 206.142.142.96
MEMORY= 16 meg
SPEED= 133 mhz
SOFTWARE:
<TABLE>
<CAPTION>
Licence License Registration
Key Make License Number Code Data Key
- --- ---- -------------- ------ ------ ------------
<S> <C> <C> <C> <C> <C>
OS SCO OpenServer 2DL085640 kybwynit xzxzeqhghj
Enterprise Sys
OS SCO Advanced
File & Print 2DL085160 gwrqfqor k0;ul;mP8anw4 gttttqqobj
OS SCO OpenServer 2DL089298
User License qbwdzhkx g0;k;ul0;ml4p gbhqqaakjj
zdx
</TABLE>
<PAGE>
SOFTWARE:
<TABLE>
Key Make Serial # Activation Key # Version
- --- ---- -------- ---------------- -------
<S> <C> <C> <C> <C>
NAMS ATC NAMS II
X25 Netcom II net26410 N901208fc 4.5.4
COMM Term CSU151463U3 nghehjak 6.2
</TABLE>
COMMUNICATIONS EQUIPMENT:
<TABLE>
<CAPTION>
Key Make Model # Serial #
- --- ---- ------- --------
<S> <C> <C> <C>
DSU DDC VRT-1 (Stat-Mux) 628439 (switch)
DSU DDC VRT-1 (Stat-Mux) 628444 (billing office)
EASY BRIDGE 3000 9604AF6222 (switch)
EASY BRIDGE 3000 9606AF7075 (billing office)
Modem Multitec MT1932ZDX (Primary) 4797703
Modem Multitec MT1932ZDX (Secondary) 4724938
</TABLE>
<PAGE>
CERTIFICATE OF DELIVERY AND ACCEPTANCE
Commencement Date: May 2,1997
THIS CERTIFICATE OF DELIVERY AND ACCEPTANCE is executed and delivered to
TELECOMMUNICATIONS FINANCE GROUP ("Lessor") by ATHENA INTERNATIONAL LTD.
LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC ("Lessee") pursuant to and In
accordance with the Lease Agreement dated October 31, 1996 between lessor and
Lessee (the "Lease", the defined terms therein being used herein with their
defined meanings).
1. The Equipment covered by this Certificate consist of the item described
in Schedule 1 of Exhibit A of the Lease.
2. Lesseeconfirms that the items of Equipment covered hereby have been
delivered to it in good working order and condition, and have been and
accepted by Lessee as of the Commencement Date set forth above. Lessee
hereby waives any right it may have under Section 2A-517 of the Uniform
Commercial Code or otherwise to revoke this acceptance for any reason
whatsoever, including but not limited to, (1) any assumption by Lessee
that nonconformity would be cured (ii) any inducement of acceptance by
the Lessor's assurances or any difficulty to discover a nonconformity
before acceptance, or (iii) any Lessor default under the lease. Lessee
further hereby waives its rights under Sections 2A-40I and 2A-402 of the
Uniform Commercial Code to suspend performance of any of its obligations
under the Lease with respect to the Equipment hereby accepted.
3. Lessee confirms that such items of Equipment have been installed at: 800
West Sixth Street, Los Angeles, California 90017
4. The Lessor's value of the Items of Equipment covered hereby Is set forth
in the Schedule 1 of Exhibit A. Lessee confirms that each installment of
rent payable Is as defined by the rental rate factor per thousand
dollars as specified In Section 5 of the Lease.
5. Lessee hereby: (a) confirms that the items of Equipment covered hereby
have been Inspected by Lessee, have been delivered in good working order
and condition and are of the size, design, capacity and manufacture
selected by it and meet the provisions of the purchase order(s) with
respect thereto: and (b) irrevocably accepts said items of Equipment
"as-is, where-is" for all purposes of the Lease as of the Commencement
Date set forth above and shall pursue remedies to correct deficiencies,
if any, in said items of equipment under the manufacture's warranty
provisions only.
6. Lessee hereby confirms: (i) that no Default or Event of Default is in
existence as of the Commencement Date set forth above, nor shall any
Default or Event of Default occur as a result of the lease by Lessee of
the Equipment specified herein; and (ii) that all representations and
warranties of Lessee contained in the Lease or in any document or
certificate furnished Lessor In connection herewith, are true and
correct as of the Commencement Date set forth above with the same force
and effect as if made on such date.
7. Lessee assumes sole responsibility for ensuring that the billing center
can correctly read call records. Lessee's responsibility Includes
reading daily the automatic message/ticketing accounting system and/or
polling systems tape(s) by the billing system to ensure all ticket
information is present. Risk of loss for any revenue or profit
associated therewith passes to Lessee upon cutover of any hardware or
software.
8. Ail of the terms, provisions and conditions of the Lease are hereby
incorporated herein and made a pan hereof as if such terms, provisions
and conditions were set forth in full in this Certificate. By their
execution and delivery of this Certificate, the parties hereto reaffirm
all of the terms provisions and conditions of the Lease.
IN WITNESS WHEREOF, Lessee has caused this Certificate to be executed by
its duly authorized officer as of the Commencement Date set forth above.
Refer S.O.# 069312/071174 ATHENA INTERNATIONAL LTD. LIABILITY CO.
DBA ATHENA INTERNATIONAL LLC
By:
-----------------------------------
-----------------------------------
(Name & Title)
Date Signed: 5-27-97
-------------------------
ACCEPTED BY:
TELECOMMUNICATIONS FINANCE GROUP
AS OF THE 11 DAY JULY 1997
By:
-----------------------------------
-----------------------------------
Authorized Representative
TF-GLN008-3.WPT
<PAGE>
SCHEDULE 1 OF EXHIBIT A
(CERTIFICATE OF DELIVERY AND ACCEPTANCE)
EQUIPMENT DESCRIPTION
The items of personal property to be leased pursuant to this Lease Agreement,
dated as of October 31, 1996 between TELECOMMUNICATIONS FINANCE GROUP, as
Lessor, and ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL,
LLC, as Lessee, are described below and in the attached equipment list(s):
Equipment List
<TABLE>
<CAPTION>
Number Description Amount
------ ----------- ------
<S> <C> <C>
DCO-681161 USED 1152 PORT EQUIPPED AND WIRED $368,950.00
RELEASE 12. I; BASIC SS-7 WITH 800
PORTABILITY; SS-7 SPARES; POWER SYSTEM;
UPGRADE TO RELEASE 14.0; DE-INSTALL AT
CALGARY, PACK; RGI EXPANSION
INCLUDING INSTALLATION
FREIGHT 1,958.98
------------
TOTAL $370,908.98
===========
</TABLE>
The above described equipment installed at:
800 West Sixth Street, Los Angeles, California 90017
BY:______________
DATE: 5-27-97
------------
<PAGE>
SIEMENS
Stromberg-Carlson
Installation Site: Los Angeles, CA
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
----------- ----------- ---
<S> <C> <C> <C>
` ITEM 01
Switching Equipment
Line Trunk Frame (LTF)
OCCSLTFFRM Line Trunk Frame 1
814742-566 Diagnostic Test Gert/Monitor 1
LTFDOORS LTF Doors, Front & Rear 1
LINGRPCUA Line Group CUA (LTF) 1
SLTFUTSCUA TrldSvc Ckt CUA Grp 1
SLTFUSCUA Svc Ckt CUA Grp 4
814571-706 Digital TMF Rcv.(2/PWBA) 19
814572-576 Digital Sender (TMF/SATT) 6
814695-556 Digital DTMF Sender 6
81464.3-596 Digital DTMF Receiver 23
814742-576 (FOC) Digital DTMF Receiver 4
814574.936 2-Wire E&M Trunk PWBA 2
814574-932 Loop Trunk, Reverse Bart PWBA 1
Digital Trunk Frame (DTF)
OCCSDTFFRM Digital Trunk Frame 1
DTFDOORS DTF Doors, Front & Rear 1
SDSIHSTCUA DS1 Host Ckt CUA 6
817560-626A T1 Interface PWBA 48
817577-917A Blower Assembly w/fan Alarm 1
</TABLE>
68116ICA/I : 09/17/96 - 1 - Initial
<PAGE>
SIEMENS
Stromberg-Carlson
INSTALLATION SITE: LOS ANGELES, CA
<TABLE>
<CAPTION>
ITEM 01
PART NUMBER DESCRIPTION QTY
----------- ----------- ---
<S> <C> <C>
Switching Equipment
Control & Maintenance Frame (CMI)
SCMFOCC12.1 Control & Maint Frame OCC 12.1 1
CMFDOORS CMF Doors, Front & Rear 1
822068-819 DLI Transfer 1
814635-086 PWBA Ring (N+I) 1
814721-666 Serial Line Unit PWBA 1
822010-676 Disk Drive Assy 2
822010-656 Tape Drive 1
817702-556 Traffic Measurement/Rec 1
817620-556 MSA PWBA 1
814727-626 J2 Maintenance Processor 1
822010-606 Power & Alarm PWBA 1
817680-606A BMUX PWBA 1
827777-606A DLI-II 1
TSIPWB17 TSI PWBA 4
822702-536A PXAM II - 4MB 2
. 822727-696A J-Processor (SMB) 2
814770-656 PXA Memory PWBA 1/Mbyte 1
TPPOPWB17 TPP PWBA (Sectors 0, 1) 1
OCCSNCS Sync Network Clock (Slave) 1
822718-596 Feature Processor (PWBA) 2
814095-626 Service Group Diag PVVBA 1
</TABLE>
68t 161CMl: 09117/96 - 2 -
<PAGE>
SIEMENS
Stromberg-Carlson
INSTALLATION SITE: LOS ANGELES, CA
<TABLE>
<CAPTION>
ITEM 01
PART NUMBER DESCRIPTION QTY
----------- ----------- ---
<S> <C> <C>
Switching Equipment
Control & Maintenance Frame (CMF) (CON'T)
OCCTAPE Tape Control PWBAs 1
814722-216A RS232 Interface Module 7
Power & Test Frame (PRT)
SPRTFOCC12.1 Power Ringing & Tst Fr OCC12.1 1
PRTDOORS PRT Doors, Front & Rear 1
817576-938 Circuit Breaker 100 Amp 7
814475-036 Alarm Sender PWBA 1
817576-912 Basic Cabinets & MTG for N+I) 1
814629-904 Ringing Generator (20 Hz) 1
817576-934 200VA DC/AC Non-Redund Invtr 1
814215-820 Cook 4 Chan Announcer (NT5M) 1
203352-681 4 Channel Announcer 1
Automatic Message Accounting
SAMAFRM AMA Frame 1
AMADOORS AMA Doors Rear 1
814421-908 Cook 1600 BPI Tape Drives (2) 2
814421-909 Cook 1600 BPI Strapping 2
681161CA/1 : 09/17/96 - 3 -
</TABLE>
<PAGE>
SIEMENS
Stromberg-Carlson
INSTALLATION SITE: LOS ANGELES, CA
<TABLE>
<CAPTION>
ITEM 01
PART NUMBER DESCRIPTION Qty
----------- ----------- ---
<S> <C> <C>
Switching Equipment
Miscellaneous
4-24419-0290 DSX PnI-ADC DSX-DR 19 w/cord 2
PJ716 Bantam Patch Cord 8
2200B Channel Access Unit 1
203352-645 9600 Full Duplex Modems 1
202975-592 7'x 19" Relay Rack 1
207800-284 Installation Material 1
200110-119 Fuse 1 1/3 amp 20
200110-129 Fuse 3 amp 10
200110-429 Fuse 10 amp 5
200110-139 Fuse 5 amp 10
SD0000 Std System Documentation 1
D0001 Specifications, Paper 2
D0002 Site Drawings, Paper 2
203352-600 Hendry Filtered Fuse Panel 1
207630-911 Modem Eliminator OCC 2
207630-901 PKG Assy/Modem Eliminator 4
Superstructure & Cabling 1
Battery Distribution Frame
814053-O43A 7ff Batten Discharge Frame 1
207521-733 Shield 1
</TABLE>
681 ]61CA/I' 07/17/06 -4- Initial
<PAGE>
SIEMENS
Stromberg-Carlson
INSTALLATION SITE: LOS ANGELES, CA
<TABLE>
<CAPTION>
ITEM 01
PART NUMBER DESCRIPTION QTY
----------- ----------- ---
<S> <C> <C>
Switching Equipment
Power Equipment
Customer Supplied
Distribution Frame Equipment
5065-8 Term Blocks Newton 8 x 26 4
5054 Newton Bracks (1 per 2 blks) 2
Maintenance & Administration Equipment
202958-464 Tape Cartridge 1
203352-608 Arrow Tape Drive Cleaning Kit 1
203352-283 Genicom 2120 Keyboard/Printer 1
7271-964 Box, Teleprinter Paper 1
</TABLE>
681161CA/I : 09/17/96 - 5 - Initial
<PAGE>
SIEMENS
Stromberg-Carlson
INSTALLATION SITE: LOS ANGELES, CA
<TABLE>
<CAPTION>
ITEM 01
PART NUMBER DESCRIPTION QTY
----------- ----------- ---
<S> <C> <C>
Spare Circuit Packs
200110-099 Fuse 1/2 Amp 1
207630-042 Power Supply Shield 1
555020-125 Fuse, 3AG, 3A 1
555366-001 Switch, SPST 1
814288-526 Tape Diagnostic PWBA 1
814291-546 Tape Motion Cont PWBA 1
814298-526 Tape Buffer PWBA 1
814439-056 PGC-I PWBA 1
814440-O76 PGC-2 PWBA 1
814441-056 MUX/DEMUX PWBA 1
814462-036A Power Supply PWBA 1
814463-026A Power Supply PWBA 1
814539-026 CMOS Codec Comm. PWBA 1
814727-626 J2 Maintenance Processor 1
817113-086 Power Supply PWBA 1
817524-066A LTC Interconnect PWBA 1
817560-626A T1 Interface PWBA 1
817561-526 T1 I/F Control 1 PWBA 1
817562-566 T1 I/F Control 2 PWBA 1
817564-026A Power Supply PWBA 1
817581-026 DS1 Terminator PWBA 1
817702-556A TMRS Processor 1
822010-656 Tape Drive 1
</TABLE>
681161CA/I : 09/17/96 -6- Initial
<PAGE>
SIEMENS
Stromberg-Carlson
INSTALLATION SITE: LOS ANGELES, CA
<TABLE>
<CAPTION>
ITEM 01
PART NUMBER DESCRIPTION QTY
----------- ----------- ---
<S> <C> <C>
Spare Circuit Packs (Cont.)
822010-666 Tape Drive PWBA 1
822015-536 Clock Generator (SNC) PWBA 1
822024-036A Power Monitor PWBA 1
822033-596A MCG - II PWBA 1
822034-536A Master Clock Dist PWBA 1
822289-566A TBI II PWBA 1
822723-556A Data Link III PWBA 1
822726-526A HD MSA/SL PWBA 1
822010-606A MSDA Pwr & Alarm 1
822010-636 Disk Drive Assy 1
822222-606A DLl-II 1
Software Features
999948 OCC Basic Features Package 1
011219 Trunks Automatic Routine Testing 1
011289 Out of Svc Limit for Server Grp. Eq. 1
012970 Glare Guard 1
018000 Paginated Print-out 1
026609 Route Treatment Expansion 1
053140 Alarm Repeat Notification 1
053150 Alarm LSSGR Compliant 1
053770 Alarm Spurt Alarm During Transfer 1
056519 Automatic Switch-Over 1
</TABLE>
- 7 -
<PAGE>
INSTALLATION SITE: LOS ANGELES, CA
<TABLE>
<CAPTION>
DESCRIPTION QTY
----------- ---
<S> <C> <C>
ITEM 02 SS7 HARDWARE & SOFTWARE
822057-526 Signalling System Controller 2
822055-536 Communication Link Controller 2
814742-586 Continuity Test PWBA 3
822723-556 Data Link III 2
003009 Common Channel Signaling System 1
003019 Service Switching Point 1
003069 CCS7 Link Pair Software 1
ITEM 02A SS7 SPARES
822057-526 Signalling System Controller 1
822055-536 Communication Link Controller 1
ITEM 03 "A" LINKS
003069 CCS7 Link Pair Software 1
ITEM 04 Power Equipment
2029750593 7' x 23" Relay Rack 1
DDV85-19 Exide DD Battery 765 AH 1
203352-588 Charger/Lorain/200A RHM200D50 2
ITEM 05
Upgrade to Release 14.0 1
ITEM 06
De-Install at Calgary, pack 1
</TABLE>
681161CA/1 : Q9/17/96 - 20 - Initial
<PAGE>
EXHIBIT B
SOFTWARE LICENSE AGREEMENT
Lessee (hereinafter referred to as "Licensee") will acquire under lease
certain Siemens Stromberg-Carlson (hereinafter referred to as "Licensor")
products the "Designated Product"(defined below), which utilizes the "Software
Product" In the operation of the Designated Product. The Software Product is
furnished pursuant to the following terms and conditions.
1. DEFINITIONS
In addition to definitions contained elsewhere herein, certain terms
shall have meanings as follows:
1.1 "Affiliate" means any other entity directly or indirectly
controlling controlled by a Party hereto or directly or indirectly
controlled by a parent entity In common with such party. Control
means the ownership of at least fifty (50) percent of the voting
fights in such entity. And, as to Licensor, Includes the partners
comprising it and their Parents, subsidiaries and subsidiaries of
each parents.
1.2 "Designated Product" means the Siemens Stromberg-Carlson equipment
supplied to the Licensee under a lease of which this Software
License Agreement forms a part.
1.3 "Modification" means any change to the Software Product.
1.4 "Modification Grant-Back Rights" means royalty-free, worldwide
non-exclusive rights to make, have made, license (including
disposi- ion to an end user) and use under copyrights to software,
patents, copyrights to firmware and Semiconductor mask
registration fights in and to Modifications and to make derivative
works with the sight to sub-license to Affiliates (such sublicense
to survive any subsequent termination of the affiliation).
1.5 "Software Product" means the software computer program, including
activated and non activated features, which is provided for use In
the operation of the Designated Product and which Includes the
following materials: (i) a set of machine readable computer
program instructions recorded on magnetic tape or other storage
media; (ii) a source code listing of the data base portion (if
any) of the computer program instructions, augmented by the
programmer's annotations; (iii) all releases, issues or short
sequences of computer program instruction modifications
("patches") furnished by Licensor to the Licensee as a replacement
for, or for the modification of, previously furnished materials;,
(iv) all derivative works or Modifications, by whomever made, of
any of the foregoing; and (v) all copies of any of the foregoing,
in whole or in pan, by whomever made.
2. LICENSE GRANT
In consideration of the right-to-use fee stated in the Licensor's invoice for
the Designated Product, the Licensor grants for as long as Licensee or its
authorized assignee uses the Designated Product in the manner provided below,
and the Licensee accepts, an indivisible, non-exclusive and non transferable
(except as provided in Section 2.1) license in each Software Product furnished
hereunder to use the Software Product, less the non-activated features, only on
the Designated Product for the sole purpose of operating the Designated Product
as a public telecommunications switching system subject to the following
conditions.
2.1 The Licensee Agrees: (i) to limit its use of each Software Product
solely to the operation of the Designated Product on which it was
originally installed and no other purpose: (ii) to limit its
making of copies of the Software Product, in whole or in part, to
copies reasonably necessary for the operation of the Designated
Product and for archival purposes and shall make none other;,
(iii) to reproduce all proprietary notices, including the
copyright notices of the Licensor, which appear on or are encoded
within the Software Product in the form or forms in which the
Software Product is received from the Licensor, upon all copies,
derivative works or other modifications which the Licensee shall
make; (iv) that the Software Product (physical materials,
including all copies by whomever made) shall be the property of
the Licensor;, (v) not to do, cause or Permit to be done, anything
to activate any of the subsisting non-activated computer
instruction steps therein; (vi) not to, nor attempt to, decompile
or reverse assemble all or any portion of the Software Product,
nor shall it authorize or Permit any others to do so: and vii)
that the Software Product is the proprietary material of Licensor
and Licensee shall keep the Software Product confidential, treat
it as it does its own proprietary materials and disclose it only
to its employees that have a need to know and third Parties who
are needed to maintain the Designated Product provided such third
Parties have agreed in writing to keep the Software Product
confidential.
2.2 Licensor reserves to itself the exclusive fight to cause the
subsisting non-enabled program instruction steps to be activated
(by the issuance under this License of a version of Software
Product having the applicable additional computer instruction
steps enabled) pursuant to standard fight to use software license
upgrade fees or, in the absence of a Standard upgrade fee, for an
upgrade fee to be negotiated
2.3 As an additional fee required hereunder for the Software Product,
the Licensee shall further pay to the Licensor any state or local
taxes, however designated, levied against and Paid by the
Licensor, based upon this transaction or based upon Licensor's or
the Licensee's interests in the Software Product, including sales,
privilege, use, personal, property or intangible property taxes,
exclusive. however, of taxes based upon net income.
2.4 Notwithstanding any other provision hereof, in the event Licensor
develops or makes, or has developed or made, Modification(s) to
the Software Product which represent, in Licensor's sole judgment,
value added to the Designated Product or which represent art
improvement of performance of the Designated Product, the Licensor
reserves the fight to market the Modification(s) as a separate
offering requiting payment of an additional right-to-use fee and
which, at the Licensor's option, may require the Licensee to
execute a new Software License Agreement.
TFGLNOOI INITIAL
<PAGE>
2.5 The Licensee hereby grants and agrees to grant to the Licensor.
to the extent it lawfully may, Modification Grant. Back Rights
related to any development, whether made by the Licensor.
Licensee or agents of the Licensee, of all or any portion of any
software Product furnished hereunder pursuant to any request or
specifications by the Licensee for a design different from
Licensor's design, and regardless of whether or not the Licensee
has compensated the Licensor for its performance of such
development. Title to patents. copyrights, trade secrets and mask
registrations developed by Licensor, pursuant to any request or
specification by the Licensee, and regardless of whether the
Licensee has compensated the Licensor for its performance of such
development, shall vest in Licensor. Licensee, however, shall
receive a royalty free license of the same scope as this Software
License Agreement to the results of such development.
2.6 The Licensee shall not merge any Software Product with other
software computer program materials to form a derivative work or
otherwise make Modifications or alter a Software Product In any
manner whatsoever.
2.7 The Licensee agrees that any communication or other disclosure of
Information it makes to the Licensor related to a
request/specification for any Modification to Licensor's design of
the Software Product shall be made upon a non-confidential base
without any manner of restriction of the Licensor in its use or
dissemination of received Information.
2.8 The Licensor or the Licensee shall have the right to terminate
this License la the event of any default by the other party which
the defaulting party fails to correct within a period of sixty
(60) days after the receipt of notice thereof from the
non-defaulting party. or immediately and without notice In the
event that any bankruptcy arrangement for the benefit of creditors
or Insolvency proceedings are commenced by or against the
Licensee, or in the event of the appointment of an assignee for
the benefit of creditors or a receiver of the Licensee or its
properties. However. in the event at the time the Licensor shall
be entitled to exercise the foregoing right to immediately and
without notice terminate this License, and such termination would
cause interruption of service to govern- mentually franchised
telephone common carrier subscribers, the Licensor agrees in good
faith (but with due regard to the protection of licensed
interests) to provide its best efforts to cooperate with the
enfranchising authority to avoid disruption of such services. No
termination hereunder shall prejudice any of the non-defaulting
party's fights arising prior thereto or shall limit in any way the
other remedies available to the non-defaulting party.
2.9 Upon cessation of use of the Designated Product, the Licensee
shall, as instructed by the Licensor, either return the Software
Product to the Licensor or destroy the Software Product.
2.10 Should any obligation of either party under this License be found
illegal or unenforceable in any respect, such illegality or
unenforceability shall not affect any other provision of this
License, all of which shall remain enforceable in accordance with
their terms. Should any obligations of either party under this
License be found Illegal or unenforceable by reason of being
excessive in extent or breadth with respect to duration, scope or
subject matter, such obligations shah be deemed and construed to
be reduced to the maximum duration, to the end that such
obligations shall be and remain enforceable to the maximum extent
allowable.
2.11 Any notice or other communication required or permitted to be made
or given hereunder to either party hereto shall be sufficiently
made or given on the date of mailing, if sent to such party by
certified mall, return receipt requested, postage prepaid,
addressed to it at its address set forth in this Agreement.
2.12 The Licensee's fights hereunder are assignable, but only as part
of a transaction in which ownership of the Designated Product is
transferred to an Affiliate of Licensee or as part of a sale or
transfer of substantially all of the assets of Licensee. It is
agreed that as a condition to the exercise of the Licensee's fight
to assign this License, the Licensee shall have previously
obtained and provided to Licensor a written assignment in which
the assignor identifies and incorporates by reference this License
and intermediate assignments prior to any physical transfer or
Turnover of the Software Product to such assignee.
3. PATENT OR COPYRIGHT OR TRADEMARK INFRINGEMENT
Licensor agrees, at its expense, to defend and indemnify Licensee in
any suit, claim or proceeding brought against Licensee alleging that
any Software Product licensed hereunder directly infringes any U. S.
Letters Patent, U. S. Copyright or U. S. Trademark, provided Licensor
is promptly notified, given assistance required and permitted to direct
the defense. Further, Licensor agrees to pay any judgment based on
infringement rendered in such suit by final judgment of a court of last
resort, but Licensor shall have no liability for settlements or costs
incurred without its consent. Should the use of the Software Product by
Licensee be enjoined, or in the event that Licensor desires to minimize
its liability hereunder, Licensor may fulfill its obligations hereunder
by either substituting non infringing equivalent software or modifying
the infringing Software Product or portion thereof so that it no longer
infringes, but remains functionally equivalent, or to obtain for
Licensee, at the expense of Licensor, the right to continue use of such
Software Product, or if in the sole judgment of Licensor none of the
foregoing is feasible Licensor may take back the Software Product and
refund to Licensee the undepreclated amount of any paid-up fee that has
been paid to Licensor. The foregoing states the entire liability of
Licensor for patent, copyright or trademark infringement or for any
breach of warranty of noninfringement, express or implied. The
foregoing indemnity shall not apply to any suit, claim or proceedings
based upon allegations that a process or method claim of a patent is
infringed, nor to Infringements arising from modification of the
Software Product by anyone other than Licensor, or to allegations of
Infringement based on the combination of the Software Product with
software or products supplied by Licensee or others, nor to
infringements arising from Software Products made to the specification
or design of Licensee, and Licensee agrees to indemnify Licensor to an
extent equivalent to that provided to the Licensee hereinabove in the
event that any suit, claim or proceeding is brought against Licensor
based upon any of the foregoing infringement circumstances which are
excluded from the Licensor's indemnification to the Licensee.
TFGLN001 INITIAL
<PAGE>
4. WARRANTY AND DISCLAIMER OF WARRANTY
4.1 Licensor warrants that the Software Products. other than the data
base portion of the Software Product covered by this Agreement.
will, at the time of Turnover, substantially conform to Its
functional description In Licensor's technical proposal.
Licensee's sole remedy and Licensor's sole obligation shall be to
deliver any amendments or alterations required to correct any such
non-conforming Software which is found to be defective within a
period of one (1) year after Turnover and which significantly
affects its performance.
4.2 Licensor warrants that the data base portion of the Software
Product covered by this License shall substantially conform to the
site dependent data submitted by Licensee. Licensee's sole remedy
and Licensor's sole obligation shall be to correct any
nonconforming data base which is found to be defective within a
period of ninety (90) days after Turnover.
4.3 The foregoing warranties do not extend to defects or
non-conformities from any cause, including but not limited to,
abuse, acts of God, Improper Installation, modifications or
maintenance (if performed by other than Licensor) and other
defects traceable to Licensee's acts or omissions; or defects or
nonconformities In software, firmware or data base traceable to
Licensee's errors. modifications or system changes.
4.4 THE FOXING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS
OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES
OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. BUYER
FURTHER AGREES THAT LICENSOR WILL NOT BE LIABLE FOR ANY LOSS OF
DATA OR USE, LOST PROFITS OR REVENUE, OR FOR ANY CLAIM OR DEMAND
AGAINST BUYER BY ANY OTHER PARTY. IN NO EVENT WILL LICENSOR BE
LIABLE FOR CONSEQUENTIAL DAMAGES, EVEN IF LICENSOR HAS BEEN
ADVISED OF THE POSSIBILITY OF SUGH DAMAGES.
5. LIMITATION OF LIABILITY
5.1 LICENSOR SHALL NOT BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL OR
CONSEQUENTIAL DAMAGES OF ANY NATURE AND FROM ANY CAUSE, WHETHER
BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF
STATUTORY PROPRIETARY RIGHTS, INCLUDING PATENT, COPYRIGHT OR
TRADEMARK (EXCE AS EXPRESSLY PROVIDED IN SECTION 3 ABOVE), OR ANY
OTHER LEGAL THEORY, EVEN IF LICENSOR HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES, LICENSEE FURTHER AGREES THAT LICENSOR
WILL NOT BE LIABLE FOR ANY LOSS OF DATA OR USE, LOST PROFITS OR
REVENUE, OR FOR ANY CLAIM OR DEMAND AGAINST LICENSEE BY ANY OTHER
PARTY.
5.2 LICENSEE ASSUMES SOLE RESPONSIBILITY FOR ENSURING THAT THE BILLING
CENTER CAN CORRECTLY READ CALL RECORDS. LICENSEES RESPONSIBILITY
INCLUDES READING DAILY THE AMA FRAME AND/OR POLLING SYSTEM TAPE(S)
BY THE BILLING SYSTEM COMPUTER TO ENSURE ALL TICKET INFORMATION IS
PRESENT. RISK OF LDSS FOR ANY DATA, USE, REVENUE OR PROFIT
ASSOCLATED THEREWITH IS ON LICENSEE.
6. CHOICE OF LAW AND JURISDICTION
The validity, performance and construction of these terms and
conditions shall be governed by the laws of the State of Florida
without regard to Its Choice of Law provisions. Licensee hereby
irrevocably consents and agrees that any legal action, suit or
proceeding arising out of or in any way in connection with this
Software License Agreement shall be brought in the courts of the
State of Florida or in the United States court sitting in the
State of Florida and hereby irrevocably accepts and submits to,
for itself and In respect of its property, generally and
unconditionally, the jurisdiction of any such court and to all
proceedings in such court,
7, INTEGRATION
This Software License Agreement constitutes the entire
understanding of the parties hereto and supersedes all previous
communications, representations and understandings between the
parties with respect to the subject matter of this Software
License Agreement.
WHERE, the parties hereto manifest their agreement to the terms and conditions
herein above, effective on the date first above written, by affixing hereto the
signatures of their respective authorized representatives herein below.
SIEMENS STROMBERG-CARLSON ATHENA INTERNATIONAL LTD. LIABILITY CO.
(LICENSOR) dba ATHENA INTERNATIONAL, LLC
(LICENSEE)
By: By:
---------------------------- ---------------------------------
---------------------------- ---------------------------------
(Name & Title) (Name & Title)
Date Signed: 11 JAN 1997 Date Signed: 11-5-96
------------------- ---------------------
<PAGE>
ASSIGNMENT OF PURCHASE ORDER
This Assignment between ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA
ATHENA. INTERNATIONAL. LLC ("Company") and TELECOMMUNICATIONS FINANCE GROUP
("Lessor").
WHEREAS, the Company and Lessor have, or will shortly, execute a Lease
Agreement ("Lease"); and
WHEREAS, the Company has executed and delivered a certain purchase
contract covering the property described therein (the "Equipment"), a copy of
which purchase contract is attached hereto as Attachment A ("Purchase Order");
and
WHEREAS, the Company desires to assign to Lessor all of its rights and
interests under the Purchase Order for that equipment listed on Schedule 1, as
amended from time to time, of Exhibit A of the Lease so that Lessor might
purchase and take title to such equipment in the Company's stead.
NOW, THEREFORE, for valuable consideration, receipt of which is hereby
acknowledged, the parties hereto agree as follows:
1. This Assignment shall be effective as of the date the Company executes
Exhibit A entitled "Certificate of Delivery and Acceptance" of the Lease.
2. The Company (a) represents and warrants that the Purchase Order constitutes
the entire understanding of the parties thereto with respect to the purchase and
sale of the Equipment covered thereby; (b) hereby assigns to Lessor all of its
rights under the Purchase Order as to the equipment listed on Schedule 1, as
amended from time to time, of Exhibit A of the Lease; (c) hereby assigns to
Lessor and Lessor hereby assumes and agrees, so long as a Company complies with
the provisions of the Lease and otherwise performs its obligations under the
Purchase Order, to perform Company's obligations under the Purchase Order to pay
the price of the equipment listed on Schedule 1, as amended from time to time,
of Exhibit A of the Lease; and (d) represents and warrants that neither notice
to nor consent from the respective vendor is required in connection with the
execution, delivery and performance of this Assignment or for the validity or
enforceability of this Assignment.
3. Pursuant to this Assignment, the Company hereby agrees with Lessor that the
Company shall continue to be responsible for the performance of all obligations
under the Purchase Order, except for, subject to the condition provided in
Paragraph 1 above, the obligation to pay the price as provided in Paragraph 2
above, and the Company agrees to hold harmless and indemnify Lessor from all
liability, loss, damage, and expense arising from or directly or indirectly
attributable to such obligations.
IN WITNESS WHEREOF, the parties have duly executed this Assignment
under seal by their authorized representatives as of the date opposite their
respective signatures.
TELECOMMUNICATIONS FINANCE GROUP ATHENA INTERNATIONAL LTD. LIABILITY CO.
DBA ATHENA INTERNATIONAL, LLC
By: By:
---------------------------- ---------------------------------
- -------------------------------- -------------------------------------
Authorized Representative (Name & Title)
Date Signed: 10/17/97 Date Signed: 9-8-97
-------------------- -----------------------
<PAGE>
OCC CONTRACT
SIEMENS
Stromberg-Carlson ATTACHMENT A
400 Rinshart R o a d ("PURCHASE ORDER")
Lake Mary Florida 32748
(407)942-5000
DATE: 06/24/197
Buyer: Athena INSTALLATION SITE: Los Angeles, CA
This Contract is subject to the terms and conditions set forth herein, and
include the following:
1. Continuation pages 2.3 and 4 which include a Disclaimer of Warranties and a
Software Product License.
2. Technical Proposal No. DCO710014 Issue. 2 dated 06/24/97
3. Payment Terms:
o 100% of equipment price upon delivery F.O.B. Lake Mary. Florida
o 100% of installation price upon installation turnover.
<TABLE>
<CAPTION>
Item Description Quantity unit price Delivery Month ARQ
- ---- ----------- -------- ---------- ------------------
<S> <C> <C> <C> <C>
01 Proposal to add DTF-02
960 Port Addition with ISDN,
per DCO-710014. Issue 2, dated -
06/24/97
Material $75,000
Installation 10,600
-------
TOTAL $85,600
0lA ISDN Transport Software
Software $10,000
(continued on page la)
NOTE: This form must be signed and returned by Buyer within 30 days of the first date above written.
-------
This Contract is agreed to lot item(s): Siemens Stromberg-Carlson Home Office
. ----------- Acceptance
- ----------------------------------------------------
By By:
----------------------------------- --------------------------------
Authorized Representative
--------------------------------------
--------------------------------- Receipt of $
(buyer --------------------------
Buyer is Hereby Acknowledged
</TABLE>
form sec-340 12
<PAGE>
SIEMENS CONTRACT
Stromberg-Carlson CONTINUATION
SHEET
Athena DCO-710014
Issue: 2
Date: 06/24/97
Page la
<TABLE>
<CAPTION>
Item Description Qty Unit Pr. Total
- ---- ----------- --- -------- -----
<S> <C> <C> <C> <C> <C>
02 Service CUA with Basic's Material $6,258
Installation 600
------
TOTAL $6,858
03 ISON Spare PWBAs Material $1,724
04 DIU CWBA {Maximum 16 Material $3,130
per Otg CUA) Installation 70
Requires Item 01A. Total ------
6-27-17 $6,400
NOTES:
Siemens Stromberg-Carlson reserves the right to
change the hardware elements in accordance with our
ongoing development program. The hardware necessary
to support the functionality specified will be
provided at time of shipment in accordance with our
then different hardware configuration policy.
PRICES DO NOT INCLUDE TAXES AND FREIGHT.
</TABLE>
<PAGE>
OCC CONTRACT
SIEMENS
Stromberg-Carlson ATTACHMENT A
("PURCHASE ORDER")
400 Rhinehart Road
Lake Mary, Florida 32746
(407)942-5000 November 25, 1996
Buyer: ATHENA DATE: New York, NY
INSTALLATION SITE:
This Contract is subject to the terms and conditions set forth herein, and
includes the following:
1. Continuation pages 2, 3 and 4 which include a Disclaimer of Warranties and a
Software Product License.
2. Technical Proposal No. DCO-710007 , Issue 1 , dated, 11/25/96
----------- --- ----------
3. Payment Terms:
o 100% of equipment price upon delivery, F.O.B. Lake Mary, Florida
o 100% of installation price upon installation turnover.
<TABLE>
<CAPTION>
Delivery
(Month ARO)
Item Description Quantity Unit Price Total Schedule
---- ----------- -------- ---------- ----- -----------
<S> <C> <C> <C> <C> <C>
01 Real Time ANI Feature
#823435. Software RTU $30,000 Per Site
$80,000 Network Buyout
(continued on page 1 a) (all 4 sites)
NOTE: This form must be signed and returned by Buyer within 30 days of the first date above written.
--------
This contract is agreed to for item(s): 01 Siemens Stromberg-Carlson Home Office
Acceptance
----------
Authorized Representative & Title Date Receipt of $
Buyer is Hereby Acknowledged
For:
</TABLE>
<PAGE>
SIEMENS CONTRACT
Stromberg-Carlson CONTINUATION
SHEET
ATHENA DCO-710007
Issue: 01
Date: 11/25/96
Page 1a
<TABLE>
Item Description Qty. Unit Pr. Total
---- ----------- ------------- -----
<S> <C> <C> <C> <C>
</TABLE>
NOTES:
Siemens Stromberg-Carlson reserves the right to change the
hardware elements in accordance with our ongoing development
program. The hardware necessary to support the functionality
specified will be provided at time of shipment in accordance with
our then current hardware configuration policy.
PRICES DO NOT INCLUDE TAXES AND FREIGHT.
<PAGE>
SIEMENS OCC CONTRACT
Stromberg-Carlson ATTACHMENT A
400 REINART ROAD ("PURCHASE ORDER")
LAKE MARY, FLORIDA 32740
(407) 942-6000
Buyer: ATHENA INTERNATIONAL DATE: April 29, 1997
CONTRACT #710026 INSTALLATION SITE: Los Angeles, CA
This Contract is subject to the terms and conditions set forth herein, and
includes the following:
1. Continuation pages 2, 3 and 4 which include a Disclaimer of Warranties and a
Software Product License.
2. Technical Proposal No. N/A Issue 1, dated 04/29/97
3. Payment Terms:
o 100% of equipment price upon delivery, F.0.B. Lake Mary, Florida
o 100% of installation price upon installation turnover.
<TABLE>
Delivery
(month ARO)
Item Description Quantity Unit Price Total Schedule
<S> <C> <C> <C> <C> <C> <C>
01 Contract for One Pair of A-Links
Feature #003069
Software $6,925
SCAT 330
------
TOTAL $7,225
(continued on page 1a)
</TABLE>
NOTE: This form must be signed and returned by Buyer within 30 days of the first
date above written.
This Contract is agreed to for item(s):
Siemens Stromberg-Carlson Home Office
For: 5/1/97 Receipt of $ Buyer is Hereby Acknowledged
By:
<PAGE>
SIEMENS CONTRACT
Stromberg-Carlson CONTINUATION
SHEET
ATHENA INTERNATIONAL Contract #710026
Issue: 01
Date: 04/29/97
Page 1a
<TABLE>
Item Description Qty. Unit Pr. Total
- ---- ----------- --- -------- -----
<S> <C> <C> <C> <C>
</TABLE>
NOTES:
Siemens Stromberg-Carlson reserves the right to change the
hardware elements in accordance with our ongoing development
program. The hardware necessary to support the functionality
specified will be provided at time of shipment in accordance with
our then current hardware configuration policy.
PRICES DO NOT INCLUDE TAXES AND FREIGHT.
SSC 380-034 (2/96)
<PAGE>
OCC CONTRACT
SIEMENS ATTACHMENT A
Stromberg-Carlson ("PURCHASE ORDER")
400 Rinehart Road
Lake Mary, Florida 32746
(407) 942-5000
Buyer: ATHENA INTERNATIONAL DATE: 04/08/97
INSTALLATION SITE: Los Angeles, CA
This Contract is subject to the terms-and conditions set forth herein, and
includes the following:
1. Continuation pages 2, 3 and 4 which include a Disclaimer of Warranties and a
Software Product License.
2. Technical Proposal No. 710024 , Issue 1 , dated, 04/08/97
3. Payment Terms:
100% of equipment price upon delivery, F.O.B. Lake Mary, Florida
100% of installation price upon installation turnover.
<TABLE>
Delivery
(Month ARO)
Item Description Quantity Unit Price Total Schedule
---- ----------- -------- ----------- ----- --------
<S> <C> <C> <C> <C> <C>
01 Release 15.0 Upgrade per Proposal
DCO-710024, Issue 1,
dated 04/08/97.
Material $25,000
Installation 5,000
-------
TOTAL $30,000
02 Expansion of Route Guide
Indexes, Feature #820398 Software
(continued on page 1a)
</TABLE>
NOTE: This form must be signed and returned by Buyer within 30 days of the first
date above written.
This Contract is agreed to for item(s): 01 only
For: Athena
<PAGE>
SIEMENS CONTRACT
Stromberg-Carlson CONTINUATION
SHEET
ATHENA INTERNATIONAL 04/08/97
Los Angeles, CA
Page 1a
<TABLE>
Item Description Qty. Unit Pr. Total
- ---- ----------- -------------------
<S> <C> <C> <C> <C>
</TABLE>
NOTES:
Siemens Stromberg-Carlson reserves the right to change the
hardware elements in accordance with our ongoing development
program. The hardware necessary to support the functionality
specified will be provided at time of shipment in accordance
with our then current hardware configuration policy.
PRICES DO NOT INCLUDE TAXES AND FREIGHT.
<PAGE>
OCC CONTRACT
SIEMENS Attachment A
Stromberg-Carlson ("Purchase Order")
400 Rinehart Road
Lake Mary, Florida, 32746
(407)942-5000 07/30/97
ATHENA DATE: Los Angeles, CA
Buyer: Contract #710028 INSTALLATION SITE:
This Contract is subject to the terms and conditions set forth herein, and
includes the following:
1. Continuation pages 2, 3 and 4 which include a Disclaimer of Warranties and a
Software Product License.
2. Technical Proposal No. N/A , Issue 1 , dated, 07/30/97
3. Payment Terms:
o 100% of equipment price upon delivery, F.O.B. Lake Mary, Florida
o 100% of installation price upon installation turnover
<TABLE>
Delivery
(Month ARO)
Item Description Quantity Unit Price Total Schedule
---- ----------- -------- ---------- ----- --------
<S> <C> <C> <C> <C> <C>
01 Contract for One A Link Pair -
Installed 07/29/97
Software $6,895
SCAT 330
TOTAL $7,225
(continued on page 1a)
</TABLE>
NOTE: This form must be signed and returned by Buyer within 30 days of the first
date above written.
This Contract is agreed to for item(s) Siemens Stromberg-Carlson Home Office
Receipt of $
(Buyer/licensee) By:
<PAGE>
SIEMENS CONTRACT
Stromberg-Carlson CONTINUATION
SHEET
ATHENA Contract #710028
Issue: 01
Date: 07/30/97
Page 1a
<TABLE>
Item Description Qty. Unit Pr. Total
---- ----------- ---- -------- -----
<S> <C> <C> <C> <C>
</TABLE>
NOTES:
Siemens Stromberg-Carlson reserves the right to change the
hardware elements in accordance with our ongoing development
program. The hardware necessary to support the functionality
specified will be provided at time of shipment in accordance
with our then current hardware configuration policy.
PRICES DO NOT INCLUDE TAXES AND FREIGHT.
<PAGE>
ASSIGNMENT OF PURCHASE ORDER
This Assignment between ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA
ATHENA INTERNATIONAL, LLC ("Company") and TELECOMMUNICATIONS FINANCE GROUP
("Lessor").
WHEREAS, the Company and Lessor have, or will shortly, execute a Lease
Agreement ("Lease"); and
WHEREAS, the Company has executed and delivered a certain purchase
contract covering the property described therein (the "Equipment"), a copy of
which purchase contract is attached hereto as Attachment A ("Purchase Order");
and
WHEREAS, the Company desires to assign to Lessor all of its rights and
interests under the Purchase Order for that equipment listed on Schedule 1, as
amended from time to time, of Exhibit A of the Lease so that Lessor might
purchase and take title to such equipment in the Company's stead.
NOW, THEREFORE, for valuable consideration, receipt of which is hereby
acknowledged, the parties hereto agree as follows:
I. This Assignment shall be effective as of the date the Company executes
Exhibit A entitled "Certificate of Delivery and Acceptance" of the Lease.
2. The Company (a) represents and warrants that the Purchase Order
constitutes the entire understanding of the parties thereto with respect to the
purchase and sale of the Equipment covered thereby; (b) hereby assigns to Lessor
all of its rights under the Purchase Order as to the equipment listed on
Schedule 1, as amended from time to time, of Exhibit A of the Lease; (c) hereby
assigns to Lessor and Lessor hereby assumes and agrees, so long as a Company
complies with the provisions of the Lease and otherwise performs its obligations
under the Purchase Order, to perform Company's obligations under the Purchase
Order to pay the price of the equipment listed on Schedule 1, as amended from
time to time, of Exhibit A of the Lease; and (d) represents and warrants that
neither notice to nor consent from the respective vendor is required in
connection with the execution, delivery and performance of this Assignment or
for the validity or enforceability of this Assignment.
3. Pursuant to this Assignment, the Company hereby agrees with Lessor that
the Company shall continue to be responsible for the performance of all
obligations under the Purchase Order, except for, subject to the condition
provided in Paragraph 1 above, the obligation to pay the price as provided in
Paragraph 2 above, and the Company agrees to hold harmless and indemnify Lessor
from all liability, loss, damage, and expense arising from or directly or
indirectly attributable to such obligations.
IN WITNESS WHEREOF, the parties have duly executed this Assignment
under seal by their authorized representatives as of the date opposite their
respective signatures.
TELECOMMUNICATIONS FINANCE GROUP ATHENA INTERNATIONAL LTD. LIABILITY CO.
DBA Athena International, LLC
By:_____________________________ By:____________________________________
Authorized Representative (Name & Title)
Dated Signed: 7/11/97 Date Signed: 6-4-97
TFGLA206-8.WPT
<PAGE>
ATTACHMENT A
EQUIPMENT LIST # TFG-97245 DATED: June 2, 1997
- -------------------------
COMPANY: ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC
SITE LOCATION: LOS ANGELES, CALIFORNIA
ADDITION: I
<TABLE>
<CAPTION>
PART NO./DESCRIPTION QUANTITY AMOUNT
- -------------------- -------- ------
SS- C
-----
<S> <C> <C>
A FULLY EQUIPPED DTF-02 FRAME (1152 PORTS) PER DCO-681162, ISSUE l, DATED
09/17/96 (S.O.#071175) AS FOLLOWS:
MATERIAL 1 LOT $72,307.00
INSTALLATION 10,200.00
FREIGHT 24.05
765 AMP HOUR BATTERY PART #4-DAV85-19 WITH 1200 AMP HOUR CHARGER PER DCO-
710000, ISSUE 01, DATED 10/28/96; 2 EJH PROCESSORS; 1 SPARE EJH PROCESSOR;
200 AMP DISTRIBUTION PANEL WITH BUS BAR CABLES AND 10-10 AMP BREAKERS
(S.O.#071800) AS FOLLOWS:
MATERIAL 1 LOT 52,773.00
INSTALLATION 12,200.00
FREIGHT 895.48
A HENDRY FUSE PANEL PER DCO-710009, ISSUE 02, DATED 12/06/96 (S.O.#071983)
AS FOLLOWS:
MATERIAL 1 LOT 1,732.00
INSTALLATION 2,200.00
FREIGHT 78.50
THIRD PARTY VENDOR- ACTION TELCOM
---------------------------------
PRIMARY SYSTEM; SECONDARY SYSTEM; AVAS
SYSTEM; TCP/P PACKAGE; NETPLAN PACKAGE;
REMOTE COMMUNICATIONS PACKAGE; BASIC
AGGRAGATOR PACKAGE; INSTALLATION;
TRAINING (SEE ATTACHED EQUIPMENT LIST) 1 LOT 111,650.00
THIRD PARTY VENDOR- TELLABS
---------------------------
81.2571/32MS TI ECHO CANCELLER 8 17,655.00
FREIGHT 8.58
81.0257D/23" ECHO CANC MTG ASSY 1 836.00
FREIGHT 11.88
THIRD PARTY VENDOR- TTC
-----------------------
EQUIPMENT AS FOLLOWS: 1 LOT 15,807.00
CENTRAL OFFICE TESTING PKG, S/N 10347 1
RACK MOUNT, 19", 1402 1
RACK MOUNT (19") FOR 41934 1
CABLE- BANTAM TO BANTAM 10' 4
FREIGHT 43.00
-----
TOTAL $298,421.49
===========
</TABLE>
<PAGE>
SIEMENS OCC CONTRACT
Stromberg-Carlson
Buyer: Athena DATE: 09/17/96
---------------------------- INSTALLATION SITE: Los Angeles, CA
----------------------------------
- ----------------------------------
----------------------------------
- ----------------------------------
This Contract is subject to the terms and conditions set forth herein, and
includes the following:
1. Continuation pages 2, 3 and 4 which include a Disclaimer of Warranties and a
Software Product License
2. Technical Proposal No DCO-681162 , Issue 1 , dated, 09/17/96
3. Payment Terms:
-100% of equipment price upon delivery, F O B Lake Mary, Florida
-100% of Installation price upon Installation turnover
<TABLE>
<CAPTION>
Delivery
(Month ARO)
Item Description Quantity Unit Price Total Schedule
- ---- ----------- -------- ---------- ----- --------
<S> <C> <C> <C> <C>
01 Proposal for a fully equipped
DTF-02 Frame (1152 Ports), per
DCO-681162, Issue 1, dated 09/17/96. Material 72,307
Installation 10,200
------
TOTAL 82,507
</TABLE>
NOTE: This form must be signed and returned by Buyer within 30 days of the first
date above written.
<TABLE>
<CAPTION>
<S> <C>
This Contract is agreed to for item(s): 01 Siemens Stromberg-Carlson Home Office
-------- Acceptance
By: /s/ ILLEGIBLE 9/26/96
By: /s/ ILLEGIBLE Managing Dir 9/25/96 --------------------------------------
-------------------------------------------- Date
Authorized Representative & Title Date
For: Athena International, L.L.C. Receipt of $ from Buyer is Hereby Acknowledged
------------------------------------------ --------------
(Buyer/Licensee) By:
--------------------------------------
Date
</TABLE>
Form 8SG-360-4 (2/91)
<PAGE>
SIEMENS OCC CONTRACT
Stromberg-Carlson
400 Rinehart Road
Lake Mary, Florida 32748
(407)-942-5000
Buyer ATHENA INTERNATIONAL
------------------------------- DATE: October 28, 1996
INSTALLATION SITE: Los Angeles, CA
------------------
------------------------------------
This Contract is subject to the terms and conditions set forth herein, and
Includes the following:
1. Continuation pages 2, 3 and 4 which include a Disclaimer of Warranties and a
Software Product License
2. Technical Proposal No. DCO-710000 , Issue 1 ,dated, 10/28/96
3. Payment Terms:
- 100% of equipment price upon delivery, F.O.B. Lake Mary, Florida
- 100% of installation price upon installation turnover.
<TABLE>
<CAPTION>
Delivery
(Month ARO)
Item Description Quantity Unit Price Total Schedule
- ---- ----------- -------- ---------- ----- --------
<S> <C>
01 Proposal for 765 Amp Hour Battery
Part #4-DAV85-19 with 1200 amp
hour charger per DCO-710000, Issue 01,
dated 10/28/96
Material $20,993
Installation 8,000
-----
TOTAL $28,993
=======
</TABLE>
(continued on page la)
NOTE: This form must be signed and returned by Buyer within 30 days of the first
date above written.
<TABLE>
<S> <C>
This Contract is agreed to for item(s): 01, 02, 03 Siemens Stromberg-Carlson Home Office
and 07 only Acceptance
By: /s/ ILLEGIBLE 12/23/96
By: /S/ ILLEGIBLE 12/27/96 -------------------------------------
----------------------------------------------- Date
Authorized Representative & Title
Receipt of $ from Buyer is Hereby Acknowledged
For: /S/ ILLEGIBLE
---------------------------------------------- By:
(Buyer/Licenses) --------------------------------------
Date
</TABLE>
Form S3C-360-4 (2/91)
<PAGE>
SIEMENS CONTRACT
Stromberg-Carlson CONTINUATION
SHEET
ATHENA INTERNATIONAL DCO-710000
Issue: 01
Date: 10/28/96
Page 1a
<TABLE>
<CAPTION>
Item Description Qty. Unit Pr Total
- ---- ----------- ---- ------- -----
<S> <C> <C> <C> <C>
02 2 EJH Processors Material $20,280
Installation $ 2,000
-------
TOTAL $22,280
03 1 Spare EJ H Processor Material $10,140
Installation --
-------
TOTAL $10,140
04 Expansion of Route Guide Material
Index- Requires Release Installation
15.0. Item 05 and Item 02.
TOTAL
05 Release 15.0 RTU Startup Material
Installation
TOTAL
06 Aux Table Expansion Material
Feature #820085 Requires Installation
Item 08.
TOTAL
07 200 Amp Distribution Panel Material $1,360
with Bus Bar, Cables and Installation 2,200
10-10 Amp Breakers -------
TOTAL $3,560
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SIEMENS CONTRACT
Stromberg Carlson CONTINUATION
SHEET
ATHENA INTERNATIONAL DC0-710000
Issue: 01
Date: 10/28/96
Page 1a
Item Description Qty. Unit Pr Total
- ---- ----------- ---- ------- -----
<S> <C> <C> <C> <C>
</TABLE>
NOTES:
Siemens Stromberg-Carlson reserves the right to change the hardware elements in
accordance with our ongoing development program. The hardware necessary to
support the functionality specified will be provided at time of shipment in
accordance with our then current hardware configuration policy.
PRICES DO NOT INCLUDE TAXES AND FREIGHT.
<PAGE>
OCC CONTRACT
SIEMENS
Stromberg-Carlson
400 Rinehart Road
Lake Mary, Florida 32746
(407) 942-5000
Buyer: ATHENA DATE: 12/06/96
INSTALLATION SITE: Los Angeles, CA
----------------------------------
This Contract is subject to the terms and conditions set forth herein, and
includes the following:
1. Continuation pages 2, 3 and 4 which include a Disclaimer of Warranties and a
Software Product License.
2. Technical Proposal No. ______________________________, Issue _______, dated
_________________,
3. Payment Terms:
- 100% of equipment price upon delivery, F.O.B. Lake Mary, Florida
- 100% of installation price upon installation turnover.
DCO-710009 2 12/06/96
<TABLE>
<CAPTION>
Delivery
(Month ARO)
Item Description Quantity Unit Price Total Schedule
- ---- ----------- -------- ---------- ----- --------
<S> <C> <C> <C> <C> <C>
01 Proposal for a Hendry Fuse
Panel, per DCO-710009,
Issue 02, dated 12/06/96.
Material $1,732
Installation 2,200
------
TOTAL $3,932
</TABLE>
(continued on page 1a)
NOTE: This form must be signed and returned by Buyer within __________ days of
the first date above written.
<TABLE>
<S> <C>
This Contract is agreed to for item(s): --- Siemens Stromberg-Carlson Home Office
Acceptance
- --------------------------------------------------
By: /s/ ILLEGIBLE 2/4/97
-----------------------------------------
By: /s/ Tom Wilson Managing Partner 1/19/97 Date
-----------------------------------------------
Authorized Representative & Title Date Receipt of $_______ from Buyer is Hereby Acknowledged
(orig PO signed by TW)
For: Athena By:
----------------------------------------------- ------------------------------------------
(Buyer/Licensee) Date
</TABLE>
Form 89C-360-4 (2/91)
<PAGE>
CONTRACT
SIEMENS CONTINUATION
Stromberg-Carlson SHEET
ATHENA DCO-710009
Issue: 02
Date: 12/06/96
Page 1a
<TABLE>
<S> <C> <C> <C> <C>
Item Description Qty. Unit Pr. Total
- ---- ----------- ---- -------- -----
</TABLE>
NOTES:
IF PURCHASED, A 10% DEPOSIT IS REQUIRED ON ORDER ENTRY. IF LEASED FROM
TELECOMMUNICATIONS FINANCE GROUP, A 5% DEPOSIT IS REQUIRED ON ORDER ENTRY. THIS
5% DEPOSIT WILL BE APPLIED AGAINST LEASE PAYMENTS.
Siemens Stromberg-Carlson reserves the right to change the hardware elements in
accordance with our ongoing development program. The hardware necessary to
support the functionality specified will be provided at time of shipment in
accordance with our then current hardware configuration policy.
PRICES DO NOT INCLUDE TAXES AND FREIGHT.
33C 380-034 (2/96)
<PAGE>
ASSIGNMENT OF PURCHASE ORDER
This Assignment between ATHENA INTERNATIONAL, LLC ("Company') and
TELECOMMUNICATIONS FINANCE GROUP ("Lessor").
WHEREAS, the Company and Lessor have, or will shortly, execute a Lease
Agreement ("Lease"); and
WHEREAS, the Company has executed and delivered a certain purchase
contract covering the property described therein (the "equipment"), a copy of
which purchase contract is attached hereto as Attachment A ("Purchase Order");
and
WHEREAS, the Company desires to assign to Lessor all of its rights and
interests under the Purchase Order for that equipment listed on Schedule 1, as
amended from time to time, of Exhibit A of the Lease so that Lessor might
purchase and take title to such equipment in the Company's stead.
NOW, THEREFORE. for valuable consideration, receipt of which is hereby
acknowledged, the parties hereto agree as follows:
1. This Assignment shall be effective as of the date the Company executes
Exhibit A entitled "Certificate of Delivery and Acceptance" of the Lease.
2. The Company (a) represents and warrants that the Purchase Order
constitutes the entire understanding of the parties thereto with respect to the
purchase and sale of the equipment covered thereby; (b) hereby assigns to Lessor
all of its rights under the Purchase Order as to the equipment listed on
Schedule 1, as amended from time to time, of Exhibit A of the Lease; (c) hereby
assigns to Lessor and Lessor hereby assumes and agrees, so long as a Company
complies with the provisions of the Lease and otherwise performs its obligations
under the Purchase Order, to perform Company's obligation under the Purchase
Order to pay the price of the equipment listed on Schedule 1, as amended from
time to time, of Exhibit A of the Lease; and (d) represents and warrants that
neither notice to nor consent from the respective vendor is required in
connection with the execution, delivery and performance of this Assignment or
for the validity or enforceability of this Assignment.
3. Pursuant to this Assignment, the Company hereby agrees with Lessor that
the Company shall continue to be responsible for the performance of all
obligations under the Purchase Order, except for, subject to the condition
provided in Paragraph 1 above, the obligation to pay the price as provided in
Paragraph 2 above, and the Company agrees to hold harmless and indemnify Lessor
from all liability, loss, damage, and expense arising from or directly or
indirectly attributable to such obligations.
IN WITNESS WHEREOF, the parties have duly executed this Assignment
under seal by their authorized representatives as of the date opposite their
respective signatures.
TELECOMMUNICATIONS FINANCE GROUP ATHENA INTERNATIONAL, LLC
By: /s/ CC Callaway By: /s/ Michael Landers
----------------------------- -------------------------------
Michael Landers ILLEGIBLE
- -------------------------------- ----------------------------------
Authorized Representative (Name & Title)
Date Signed: 31 Jan 1997 Date Signed: 11-5-96
-------------------- ----------------------
TFGLNO01
<PAGE>
OCC CONTRACT
SIEMENS
Stromberg-Carlson
400 Rinehart Road ATTACHMENT A
Lake Mary, Florida 32748
(407) 942-5000
DATE: 09/17/96
Buyer: ATHENA INSTALLATION SITE: Los Angeles, CA
-------------------------------- -----------------
- -------------------------------------- ------------------------------------
This Contract is subject to the terms and conditions set forth herein, and
includes the following:
1. Continuation pages 2, 3 and 4 which include a Disclaimer of Warranties and a
Software Product License.
2. Technical Proposal No. DCO-681161 ______________, Issue 1 , dated, 09/17/96
3. Payment Terms:
- 100% of equipment price upon delivery, F.O.B. Lake Mary, Florida
- 100% of installation price upon installation turnover.
<TABLE>
<CAPTION>
Delivery
(Month ARO)
Item Description Quantity Unit Price Total Schedule
- ---- ----------- -------- ---------- ----- --------
<S> <C> <C> <C> <C> <C>
01 Proposal for a Used 1152 Port
equipped and wired Release 12.1
Does not include power. Switch is
located at Calgary, Alberta.
Per DC0-681161, Issue 1,
Dated 09/17/96.
Material $300,000
Installation 29,000
------
TOTAL $329,000
02 Basic SS-7 with 800 portability. Incl In
Item 01
No Charge.
</TABLE>
(continued on page 1a)
NOTE: This form must be signed and returned by Buyer within 30 days of the first
date above written.
<TABLE>
<CAPTION>
<S> <C>
This Contract is agreed to for item(s): 01, 02, 02A, Siemens Stromberg-Carlson Home Office
----------------- Acceptance
04, 05, 06, 07, $365,950
- -------------------------------------------------------- By: /s/ ILLEGIBLE 9/26/96
--------------------------------------------
Date
By: /s/ ILLEGIBLE Managing Director 9/25/96
-----------------------------------------------------
Authorized Representative & Title Date
For: Athena International, L.L.C. Receipt of $____________ from Buyer is Hereby Acknowledged
----------------------------------------------------
(Buyer/Licensee) By:
---------------------------------------------
Date
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SIEMENS CONTRACT
STROMBERG-CARLSON CONTINUATION
SHEET
ATHENA DCO-681161
Issue: 01
Date: 09/17/96
Page 1a
Item Description Qty. Unit Pr. Total
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
02A SS-7 Spares
Material Included in
Item 01
No Charge.
03 Additional pairs of "A" LINKS
(maximum additional available
is 11).
Material $7,225
4 Power System.
Material $28,350
Installation: $1,600
------
TOTAL: $29,950
05 Upgrade to Release 14.0
Material Included in
item 01.
06 De-install at Calgary, Pack
Material $ 500
Installation: $ 9,500
-------
TOTAL: $10,000
07 RCI Expansion N/C
included
in base
(Continued on page 2a)
</TABLE>
SSC 360-034 (2/96)
<PAGE>
CONTRACT
SIEMENS CONTINUATION
STROMBERG-CARLSON SHEET
ATHENA DCO-681161
Issue: 01
Date: 09/17/96
Page 2a
<TABLE>
<CAPTION>
Item Description Qty. Unit Pr. Total
- ---- ----------- ------------- -----
<S> <C> <C> <C>
</TABLE>
USED SYSTEMS ARE SUBJECT TO AVAILABILITY AND ARE OFFERED ON A FIRST COME FIRST
SERVE BASIS.
A 10% DEPOSIT IS REQUIRED ON ORDER ENTRY, IF LEASED, A 5% DEPOSIT IS REQUIRED ON
ORDER ENTRY. IF APPLIED AGAINST A LEASE, IT WILL APPLY TO THE FIRST AND
THIRTEENTH PAYMENTS AND CONTRIBUTE TO THE LAST PAYMENT.
Siemens Stromberg-Carlson reserves the right to change the hardware elements in
accordance with our ongoing development program. The hardware necessary to
support the functionality specified will be provided at time of shipment in
accordance with our then current hardware configuration policy.
PRICES DO NOT INCLUDE TAXES AND FREIGHT.
SSC 380-034 (2/96)
<PAGE>
"ADDITIONAL" SECRETARY'S CERTIFICATE
I, _________________________,do hereby certify that I am the Secretary
of ATHENA INTERNATIONAL LTD. LIABILITY CO DBA ATHENA INTERNATIONAL, LLC, a
Limited Liability Company duly organized and existing under the laws State of
Louisiana ("Company) "); that I am the keeper of the seal of the company and
company records, including,, without limitation, the Operating Agreement,
By-Laws and the minutes of the meeting of the Managing Members of the any; that
the following is an accurate and compared transcript of the resolutions
contained in the minute book of the Company, which resolutions were duly adopted
and ratified at a meeting of the Managing Members of the Company duly convened
and held in accordance with the By-Laws and Operating Agreement of the Company
on the _____ day _____________,19__, at which time a quorum was present and
acted throughout; and that said resolutions have not in any way been modified,
repealed or rescinded, but are in full force and effect:
"RESOLVED, that any Managing Member of the Company be and is
hereby authorized and empowered in the name and on behalf of this
Company to enter into one or more lease agreements with
TELECOMMUNICATIONS FINANCE GROUP ("hereinafter called "LESSOR")
concerning personal property leased to the Company; from time to time
to modify, supplement or amend any such agreements; and to do and
perform all other acts and things deemed by such Managing Member to be
necessary, convenient or proper to carry out any of the foregoing; and
be it
FURTHER RESOLVED, that all that any Managing Member shall have
done or may do in the premises is hereby ratified and approved; and be
it
FURTHER RESOLVED, that the foregoing resolutions shall remain
in full force and effect until written notice of their amendment or
recession shall have been received by LESSOR and that receipt of such
notice shall not effect any action taken or loans or advances made by
LESSOR prior thereto and LESSOR is authorized to rely upon said
resolutions until receipt by it of written notice of any change; and be
it
FURTHER RESOLVED, that the Secretary be and is hereby
authorized and directed to certify to LESSOR that the foregoing
resolutions and provisions thereof are in conformity with the Operating
Agreement and By-Laws of this Company."
I do further certify that the Lease Agreement entered into by the
Company and LESSOR concerning the following items of personal property:
Siemens Stromberg-Carlson Designated Product plus Peripheral Equipment
is one of the agreements referred to in said resolutions and was duly executed
pursuant thereto and there are no restrictions imposed by the Operating
Agreement or By-Laws of the Company restricting the power or authority of the
Managing Members of the Company to adopt the foregoing resolutions or upon the
Company or its Managing Members to act in accordance therewith.
I do further certify that the following are names and specimen
signatures of Managing Members of the Company empowered and authorized by the
above resolutions, each of which has been duly elected to hold and currently
holds the office of the Company set opposite his name:
Name Office Signature
---- ------ ---------
Kevin H. Pollard President & CEO /s/ Kevin H. Pollard
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of
the Company this 2nd day of April, 1998.
/s/ ILLEGIBLE
----------------------------------------------------
(SEAL) Secretary of ATHENA INTERNATIONAL LTD. LIABILITY CO.
DBA ATHENA INTERNATIONAL, LLC
TFGLN001
<PAGE>
"ADDITIONAL" SECRETARY'S CERTIFICATE
I, _____________________________, do hereby certify that I am the
Secretary of ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL,
LLC, a Limited Liability Company duly organized and existing under the laws of
the State of Louisiana ("Company) "); that I am the keeper of the seal of the
company and company records, including, without limitation, the Operating
Agreement, By-Laws and the minutes of the meeting of the Managing Members of the
Company; that the following is an accurate and compared transcript of the
resolutions contained in the minute book of the Company, which resolutions were
duly adopted and ratified at a meeting of the Managing Members of the Company
duly convened and held in accordance with the By-Laws and Operating Agreement of
the Company on the ____ day of ______________, 19__, at which time a quorum was
present and acted throughout; and that said resolutions have not in any way been
modified, repealed or rescinded, but are in full force and effect:
"RESOLVED, that any Managing Member of the Company be and is
hereby authorized and empowered in the name and on behalf of this
Company to enter into one or more lease agreements with
TELECOMMUNICATIONS FINANCE GROUP ("hereinafter called "LESSOR")
concerning personal property leased to the Company; from time to time
to modify, supplement or amend any such agreements; and to do and
perform all other acts and things deemed by such Managing Member to be
necessary, convenient or proper to carry out any of the foregoing; and
be it
FURTHER RESOLVED, that all that any Managing Member shall have
done or may do in the premises is hereby ratified and approved; and be
it
FURTHER RESOLVED, that the foregoing resolutions shall remain
in full force and effect until written notice of their amendment or
recission shall have been received by LESSOR and that receipt of such
notice shall not effect any action taken or loans or advances made by
LESSOR prior thereto and LESSOR is authorized to rely upon said
resolutions until receipt by it of written notice of any change; and be
it
FURTHER RESOLVED, that the Secretary be and is hereby
authorized and directed to certify to LESSOR that the foregoing
resolutions and provisions thereof are in conformity with the Operating
Agreement and By-Laws of this Company."
I do further certify that the Lease Agreement entered into by the
Company and LESSOR concerning the following items of personal property:
Siemens Stromberg-Carlson Designated Product plus Peripheral Equipment
is one of the agreements referred to in said resolutions and was duly executed
pursuant thereto and there are no restrictions imposed by the Operating
Agreement or By- Laws of the Company restricting the power or authority of the
Managing Members of the Company to adopt the foregoing resolutions or upon the
Company or its Managing Members to act in accordance therewith.
I do further certify that the following are names and specimen
signatures of Managing Members of the Company empowered and authorized by the
above resolutions, each of Which has been duly elected to hold and currently
holds the office of the Company set opposite his name:
NAME OFFICE SIGNATURE
---- ------ ---------
Kevin H. Pollard President & CEO /s/ Kevin H. Pollard
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the
Company this 23 day of March, 1998
---------------------------------------------------
(SEAL) Secretary of ATHENA INTERNATIONAL LTD. LIABILITY CO
DBA ATHENA INTERNATIONAL, LLC
<PAGE>
SECRETARY'S CERTIFICATE
I, Craig Berner, do hereby certify that I am the Assistant Secretary
ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC, a Limited
Liability Company duly organized and existing under the laws of the State of
Louisiana ("Company) "); that I am the keeper of the seal of the company and
company records, including, without limitation, the Operating Agreement, By-Laws
and the minutes of the meeting of the Managing Members of the Company; that the
following is an accurate and compared transcript of the resolutions contained in
the minute book of the Company, which resolutions were duly adopted and ratified
at a meeting of the Managing Members of the Company duly convened, and held in
accordance with the By-Laws and Operating Agreement of the Company on the 29 day
of March, 1996 at which time a quorum was present and acted throughout; and that
said resolutions have not in any way been modified, repealed or rescinded, but
are in full force and effect:
"RESOLVED, that any Managing Member of the Company be and is
hereby authorized and empowered in the name and on behalf of this
Company to enter into one or more lease agreements with
TELECOMMUNICATIONS FINANCE GROUP ("hereinafter called "LESSOR")
concerning personal property leased to the Company; from time to time
to modify, supplement or amend any such agreements; and to do and
perform all other acts and things deemed by such Managing Member to be
necessary, convenient or proper to carry out any of the foregoing; and
be it
FURTHER RESOLVED, that all that any Managing Member shall have
done or may do in the premises is hereby ratified and approved; and be
it
FURTHER RESOLVED, that the foregoing resolutions shall remain
in full force and effect until written notice of their amendment or
recission shall have been received by LESSOR and that receipt of such
notice shall not effect any action taken or loans or advances made by
LESSOR prior thereto and LESSOR is authorized to rely upon said
resolutions until receipt by it of written notice of any change; and be
it
FURTHER RESOLVED, that the Secretary be and is hereby
authorized and directed to certify to LESSOR that the foregoing
resolutions and provisions thereof are in conformity with the Operating
Agreement and By-Laws of this Company."
I do further certify that the Lease Agreement entered into by the
Company and LESSOR concerning the follow items of personal property:
Siemens Stromberg-Carlson Designated Product plus Peripheral Equipment
is one of the agreements referred to in said resolutions and was duly executed
pursuant thereto and there are no restrictions imposed by the Operating
Agreement or By-Laws of the Company restricting the power or authority of the
Manage Members of the Company to adopt the foregoing resolutions or upon the
Company or its Managing Members to act accordance therewith.
I do further certify that the following are names and specimen
signatures of Managing Members of the Company empowered and authorized by the
above resolutions, each of which has been duly elected to hold and currently
holds the of the Company set opposite his name:
NAME OFFICE SIGNATURE
William Cooper Vice President -- Operations /s/ William Cooper
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the
Company this 3rd day of Ma??????, 1998.
----------------------------------------------------
(SEAL) Secretary of ATHENA INTERNATIONAL LTD. LIABILITY Co.
DBA ATHENA INTERNATIONAL, LLC
TFGLN001
<PAGE>
SECRETARY'S CERTIFICATE
I, P. Scott Muller, do hereby certify that I am the secretary of ATHENA
INTERNATIONAL LTD. LIABILITY CO. dba ATHENA INTERNATIONAL, LLC, a limited
liability company duly organized and existing under the laws of the state of
Colorado ("Corporation"); that I am the keeper of the seal of the corporation
and corporate records, including, without limitation, the Charter, By-Laws and
the minutes of the meeting of the Board of Directors of the Corporation; that
the following is an accurate and compared transcript of the resolutions
contained in the minute book of the Corporation. which resolutions were duly
adopted and ratified at a meeting of the Board of Directors of the Corporation
duly convened and held in accordance with the By-Laws and Charter of the
Corporation on the 1st day of December, 1996, at which time a quorum was present
and acted throughout; and that said resolutions have not in any way been
modified, repealed or rescinded, but are in full force and effect.
"RESOLVED, that any officer of the Corporation be and is
hereby authorized and empowered in the name and on behalf of this
Corporation to enter into one or more lease agreements with
TELECOMMUNICATIONS FINANCE GROUP ("hereinafter called "LESSOR")
concerning personal property leased to the Corporation; from time to
time to modify, supplement or amend any such agreements; and to do and
perform all other acts and things deemed by such officer to be
necessary, convenient, or proper to carry out any of the foregoing; and
be it
FURTHER RESOLVED, that all that any officer shall have done or
may do in the premises is hereby ratified and approved; and be it
FURTHER RESOLVED, that the foregoing resolutions shall remain
in full force and effect until written notice of their amendment or
recission shall have been received by LESSOR and that receipt of such
notice shall not effect any action taken or loans or advances made by
LESSOR prior thereto and LESSOR is authorized to rely upon said
resolutions until receipt by it of written notice of any change; and be
it
FURTHER RESOLVED, that the Secretary be and is hereby
authorized and directed to certify to LESSOR that the foregoing
resolutions and provisions thereof are in conformity with the Charter
and By Laws of this Corporation."
I do further certify that the Lease Agreement entered into by the
Corporation and LESSOR concerning the following items of personal property:
Siemens Stromberg-Carlson Designated Product plus Peripheral Equipment
is one of the agreements referred to in said resolutions and was duly executed
pursuant thereto and there are no restrictions imposed by the Charter or By-Laws
of the Corporation restricting the power or authority of the Board of Directors
of the Corporation to adopt the foregoing resolutions or upon the Corporation or
its officers to act in accordance therewith.
I do further certify that the following are names and specimen
signatures of officers of the Corporation empowered and authorized by the above
resolutions, each of which has been duly elected to hold and currently holds the
officer of the Corporation set opposite his name:
NAME OFFICE SIGNTAURE
Michael Landers Exec. Managing Director /s/ Michael Landers
William F. Cooper, III Managing Director /s/ William H. Cooper, III
Thomas W. Wilson Managing Director /s/ Thomas Wilson
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the
Corporation this 1st day of December, 1996.
/s/ P. Scott Muller
---------------------------------------------------
(SEAL) Secretary of ATHENA INTERNATIONAL LTD. LIABILITY CO
dba ATHENA INTERNATIONAL, LLC
.TPGLN001
<PAGE>
CONSENT AND WAIVER
BY OWNER, LANDLORD OR MORTGAGEE OF REAL ESTATE
(hereinafter referred to as "Undersigned")
1. FOR GOOD AND VALUABLE CONSIDERATION. receipt of which is
hereby acknowledged.
Undersigned, Capital & Counties U.S.A., Inc.
---------------------------------------------
(NAME)
of 101 California Street, suite 2525
--------------------------------------------------------
(NO. OF STREET)
San Francisco San Francisco California 94111
- ---------------------------------------------------------------
(CITY OR TOWN) (COUNTY) (STATE) (ZIP)
being owner, landlord or mortgage of certain real estates
known as 800 West Sixth Street
--------------------------------------------------
(NO. OF STREET)
Los Angeles Los Angeles California 90017
- --------------------------------------------------------------------------------
(CITY OR TOWN) COUNTY (STATE) (ZIP)
and briefly described as follows:
old premier now being occupied by ATHENA INTERNATIONAL LTD.
LIABILITY FCO, the ATHENA INTERNATIONAL, LLC (hereinafter referred
to as "Occupant") which Occupant will enter or has entered into a
Lease Agreement dated as of October 31, 1998 (hereinafter to as
"Instrument" and herein by references made a part hereof) with
TELECOMMUNICATION FINANCE GROLUP, 400 Rinehart Road, Lake Mary,
Florida 32746 (hereinafer referred to as "LESSOR"), where LESSOR
will leasse or has leased the property described or to be
described in said Instrument (or in documents ancillary therein )
and generally described as follows (hereinafter referred to all as
the "equipment"):
Siemens Stromberg-Carlson Designated Product Plus Peripheral
Equipmentdoes hereby agree that that sold equipment may be
situated in and temporarily affected to the above- described real
to and that said, equipment is to remain personal property
notwithstanding the manner which it is a refluxed to the sold real
obtain and there title thereof shall. remain in LESSOR, its legal
representatives, customers, agents, or until such time as it is
conveyed by LESSOR to other parties.
2. This Agreement shall also apply to any of the above
described equipment which is already on the premises or may
hereafter be delivered or installed thereon , and it or may
hereafter become, subject to the aforementioned instrument.
3. Undersigned wolves such and every right which
Undersigned now has or may hereafter have under the laws of the
State. Of California or any other state or by lecture of any real
estate lease or mortgage now in effects or hereafter executed by
Undersigned or said Occupant to levy or distrain upon for rent, in
arrears in advance, or both as to claim or assert title to the
aforesaid equipment.
4. Undersigned recognizes and acknowledges that any claim
or claims that LESSOR has or may hereafter have against said
equipment by virtue of the aforementioned Investment is superior
in any lien or claim or any nations which Undersigned now has or
may hereinafter have to such equipment by statue, agreement or
otherwise.
5. It is futher agreed that LESSOR or his assiugns or
agents may may remove said equipment from the above-described
premises whenever LESSOR feels it is necessary to do so to protect
its interiors and without inability or accountability to the
Undersigned therefore, precept that much removal shall be
accomplished with prior notification to the Building with as
little description to the Under registered building operation as
possible and that LESSOR repair any damage which it may cause to
the leased precisely and the Building by reason of much removal.
6. LESSOR may, without affecting the validity of this
agreement, extend the forms of payment of any indebtedness of
Occupant to LESSOR or alter the performance of any of the terms
and conditions or aforementioned Instruments with out the consent
of Undersigned end without giving notice thereof to Undersigned.
7, This agreement insures to the benefit of the recession
transferees and of LESSOR and shall do binding upon heirs personal
representative, successors and designs of Undersigned.
IN WITNESS WHEREOF, the Undersigned has pest his hand and seas, or caused
its hands and oral to be affirmed this .day _______, of 19__.
(SEAL) By: /s/ ILLEGIBLE
--------------------------
Title: Vice President
-----------------------
Witness_________________ Capital & Countries U.S.A. Inc.
-------------------------------
San Francisco, CA 94111
-------------------------------
415/421-5100
-------------------------------
<PAGE>
ATHENA INTL
SIEMENS LEASE SUMMARY
as of 10/15/98 per Jeff Emery's analysis
Location
<TABLE>
<CAPTION>
DENVER:
<S> <C> <C> <C>
Original DCO Denver 314,252.00
Addition 1
Hard/Soft TeleFlex Call Capture/Intellinks Denver 96,073.45
and stwr
Hard/Soft TeleFlex Call Capture/lntellinks Denver 49,295.95
and stwr
Hardware AS400 Denver 27,673.40
Hardware AS400 Denver 5,155.70
Freight Freight on above Denver 3,052.14
Addi ti on 2 181,250.64
DTF CMF LTF PRT DCO frames Denver 148,807.00
Freight Freight on above Denver 529.10
Misc Equip As400 harddrive upgrade Denver 15,180.00
Addition 3 164,516.10
NAMS NAMS hdwr/sftwr Denver 101,000.00
Misc Equip (16) Echo Can Denver (all?) 25,288.93
Misc Equip T-Bird Denver 13,501.00
DTF TI expansion frame Denver 122,227.00
Freight Freight on above Denver 2,339.72
Addition 4 264,356.65
DTF T1 expansion frame Denver 67,500.00
Freight Freight on above Denver 515.31
Addition 5 68,015.31
2 EJH Proc Enhanced Processor Denver 32,420.00
Freight Freight on above Denver 25.58
A Link Pair SS7 Expansion Denver 7,500.00
Misc Equip TeleFlex Intelink Denver 23,650.00
Addition 6 63,595.58
Re1 14 Sftwr version 14 Denver 15,000.00
Com Con Sec Allows additional DTFs Denver 22,730.00
Freight Freight on above Denver 84.10
Real Time ANJ Allows FG-D ANI on DTMF Denver 26,666.00
200 Amp dist DCO Power Denver 3,560.00
Freight Freight on above Denver 44.75
Misc Equip AS400 upgrade Denver 19,812.00
Addition 7 87,896.85
Hendry Fuse DCO Power Panel Denver 3,632.00
Freight Freight on above Denver 84.17
DTF T1 expansion frame Denver 69,887.00
Freight Freight on above Denver 590.51
888 and scat 800 table expansion Denver 15,000.00
89,193.68
Addition 8
SLU Multi-Task DCO Denver 2,956.00
Freight Freight on above Denver 22.95
Re1 15 Sftwr version 15 Denver 55,000.00
Freight Freight on above Denver 34.71
58,013.66
Addition 9
Misc Equip TeleFlex Intelink Denver 58,013.66
Addition 10 58,013.66
Hong Kong Switch Teleselect LA or Hong Kong 220,193.11
220,193.11
TOTAL DENVER SWITCH 1,569,297.24
</TABLE>
<PAGE>
DENVER ATHENAA.AL3
ATHENA INTERNATIONAL, LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC
SITE: 910 15TH STREET, SUITE 667, DENVER, COLORADO 80202-2928
COUNTY: DENVER
<TABLE>
<CAPTION>
SS-C VENDOR VENDOR
ORDER SS-C TOTAL INVOICE (+10% FEE) INVOICE VENDOR
DESCRIPTION ORDER# AMOUNT AMOUNT AMOUNT AMOUNT NAME
<S> <C> <C> <C> <C> <C> <C> <C>
07/20194 DCO-CS 065066 258802.00 256802.00
07/20194 INSTALLATION 065086 38100.00 38100.00
07/20194 SOFTWARE 065066 19350.00 19350.00
ORIGINAL LEASE VALUE - SIGNED 01/30/95 314252.00 314252.00 0.00 0.00
FREIGHT 065066 3052.14 3052.14
11/28194 HARD/SOFT 350531 96073.45 96073.45 87339.50 TELE-FLEX
11/28194 HARD/SOFT 350537 49295.95 49295.95 44814.50 TELE-FLEX
11/28194 HARDWARE 350550 27673.40 27673.40 25159.00 SIRIUS
11/28/94 HARDWARE 350550 5155.70 5155.70 4687.00 SIRIUS
ADDITION I - SIGNED - 02/08/96 181250.84 3052.14 178198.50 162000.00
03/25/96 1152 PORT ADD 089395 148807.00 148807.00
FREIGHT 069395 529.10 529.10
04/02/96 MISC. EQUIP. 350768 15180.00 15180.00 13800.00 TELE-FLEX
ADDITION II - SIGNED - 07/30/96 164516.10 149336.10 15180.00 13800.00
10/04/96 NAMS 350843 101000.00 101000.00 101000.00 ACT TEL
08/29/96 MISC. EQUIP. 350812 25288.93 25288.93 23002.43 TEL PROD
08/29/96 MISC. EQUIP. 350820 13501.00 13501.00 12275.00 TTC
09/10/96 DTF-03 071044 122227.00 122227.00
FREIGHT 071044 2339.72 2339.72
ADDITION III-SIGNED- 12/18/96 264356.65 124566.72 139789.93 136277.43
09/10/96 DTF-O4 071045 87500.00 67500.00
FREIGHT 071045 515.31 515.31
</TABLE>
08/27/98
ATHENA-C.WK4-1
<PAGE>
DENVER ATHENAA.AL3
ATHENA INTERNATIONAL, LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC
SITE: 910 15TH STREET, SUITE 687, DENVER, COLORADO 80202-2928
COUNTY: DENVER
<TABLE>
<CAPTION>
SS-C VENDOR VENDOR
ORDER SS-C TOTAL INVOICE (+10% FEE) INVOICE VENDOR
DESCRIPTION ORDER# AMOUNT AMOUNT AMOUNT AMOUNT NAME
<S> <C> <C> <C> <C> <C> <C> <C>
ADDITION IV - SIGNED - 01/17/97 68015.31 68015.31 0.00 0.00
11/25/98 2 EJH PROC 071522 32420.00 32420.00
FREIGHT 071522 25.58 25.58
01/13/97 A-LINK PAIR 071802 7500.00 7500.00
02/03/97 MISC. EQUIP. 350885 23650.00 23650.00 21500.00 TELE-FLEX
ADDITION V - SIGNED - 02/26/97 63595.58 39945.58 23650.00 21500.00
11/25/96 REL 14.0 071521 15000.00 15000.00
11/25/96 COM CON SEC 071523 22730.00 22730.00
FREIGHT 071523 84.10 84.10
01/13/97 REAL TIME ANI 071805 26666.00 26666.00
01/13/97 200 AMP DIST 071801 3560.00 3560.00
FREIGHT 071801 44.75 44.75
01/20/97 MISC. EQUP. 350891 19812.00 19812.00 18015.00 CIBER NET
ADDITION VI - SIGNED - 03/31/97 87896.85 68084.85 19812.00 18015.00
02/10/97 HENDRY FUSE 071982 3632.00 3632.00
FREIGHT 071982 84.17 84.17
07/24/97 DTF-04 071831 69887.00 69887.00
FREIGHT 071631 590.51 590.51
03/07/97 888 AND SCAT 072119 15000.00 15000.00
ADDITION VII - SIGNED - 05/12/97 89193.68 89193.68 0.00 0.00
02/28/97 SLU MULTI-TASK 072091 2956.00 2956.00
FREIGHT 072091 22.95 22.95
03/26/97 REL 15 072300 55000.00 55000.00
FREIGHT 072300 34.71 34.71
</TABLE>
ATHENA-C.WK4-2
08/27/98)
<PAGE>
DENVER ATHENAA.A
ATHENA INTERNATIONAL, LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC
SITE: 910 15TH STREET, SUITE 667, DENVER, COLORADO 80202-2928
COUNTY: DENVER
<TABLE>
<CAPTION>
SS-C VENDOR VENDOR
ORDER SS-C TOTAL INVOICE (+10% FEE) INVOICE VENDOR
DATE DESCRIPTION ORDER# AMOUNT AMOUNT AMOUNT AMOUNT NAME
---- ----------- ------ ------ ------ ------ ------ ----
<S> <C> <C> <C> <C> <C> <C> <C>
ADDITION VIII - SIGNED - 06/06/97 58013.68 58013.66 0.00 0.00
08/06/97 MISC. EQUIP. 350994 93500.00 93500.00 85000.00 TELE-FLEX
ADDITION IX - SIGNED - 08/08/97 93500.00 0.00 93500.00 85000.00
10/27/97 MISC. EQUIP. 351030 176000.00 176000.00 160000.00 TELESELECT
</TABLE>
08/27/98
ATHENA-C.WK4-3
<PAGE>
TELECOMMUNICATIONS FINANCE GROUP
LEASE AGREEMENT
This Lease agreement, is effective on July 23, 1994
------------------------------------------
between TELECOMMUNICATIONS FINANCE GROUP ("hereinafter Lessor") and Athens
-------------
International, Ltd. Liability Company dba Athena Internation, LLC, a Limited
- ----------------------------------------------------------------- -----------
Liability with its office located at 910 15 Street, Suite 330, Denver, Colorado
-------------------------------------------
80202-2928
- ---------- -----------------------
("hereinafter Lessee").
1. Lease.
Lessor, subject to the conditions set forth in Section 25 hereof, agrees to
lease to Lessee and Lessor hereunder, those items of personal property (the
"Equipment") which are described on Schedule 1 of Exhibit A hereto. Lessee
agrees to execute and deliver to Lessor a certificate of delivery and
acceptance in substantively the form of Exhibit A hereto (a "Delivery
Certificate") immediately after Turnover of the Equipment, and such
execution shall constitute Lessee's irrevocable acceptance of such items of
Equipment for all purposes of this Lease. The Delivery Certificate shall
constitute a part of this Lease to the same extent was if the provisions
thereof were set forth herein.
2. Definitions.
"Amortization Deductions" as defined in Section 11 (b) (i) hereof.
"Appraisal Procedure" shall mean the following procedure for determining
the Fair Market Sale Value of any item of Equipment. If either Lessor or
Lessee shall request by notice (the "Appraisal Request") to the other that
such value be determined by the Appraisal Procedure, (i) Lessor and Lessee
shall, within 15 days after the Appraisal Request, appoint an independent
appraiser mutually satisfactory to them, or (ii) if the parties are unable
to agree on a mutually acceptable appraiser within such time. Lessor and
Lessee shall each appoint one independent appraiser mutually satisfactory
to them, or (ii) if the parties are unable to agree on a mutually
acceptable appraiser within such time. Lessor and Lessee shall each appoint
one independent appraiser (provided that if either party hereto fails to
notify the other party hereto of the identity of the independent appraiser
chosen by it within 30 days after the Appraisal Request, the determination
of such value shall be made by the independent appraiser chosen by such
other party), and (iii) if such appraiser chosen by such other party), and
(iii) if such appraisers cannot agree on such value within 20 days after
their appointment and if one appraisal is not within 5% of the other
appraisal. Lessor and Lessee shall choose a third independent appraiser
mutually satisfactory to them (or, if they fail to agree upon a third
appraiser within 25 days after the appointment of the first two appraisers,
such third independent appraiser shall within 20 days thereafter be
appointed by the American Arbitration Association), and such value shall be
determined by such third independent appraiser within 20 days after his
appointment, after consultation with the other two independent appraisers.
If the first two appraisals are within 5% of each other, then the average
of the two appraisals shall be the Fair Market Sale Value, The fees and
expenses of all appraisers shall be paid by Lessee.
"Business Day" shall mean a day other than a Saturday, Sunday or legal
holiday under the laws of the State of Florida.
"Code" shall mean the Internal Revenue Code of 1954, as amended, or any
comparable successor law.
"Commencement Date" as defined in Section 3 hereof.
"Default" shall mean any event or condition which after the giving of
notice or lapse of time or both would become an Event of Default.
"Delivery Certificate" as defined in Section 1 hereof.
"Equipment" as defined in Section 1 hereof.
"Event of Default" as defined in Section 18 hereof.
"Event of Loss" shall mean, with respect to any item of Equipment, the
actual or constructive total loss of such item of Equipment or the use
thereof, due to theft, destruction, damage beyond repair or rendition
thereof permanently unfit for normal use from any reason whatsoever, or the
condemnation, confiscation or seizure of, or requisition of title to or use
of, such item of Equipment.
"Fair Market Sale Value" shall, at any time with respect to any item of
Equipment which would be obtained in any arm's-length transaction between
an informed and willing seller under no compulsion to sell and an informed
and willing buyer-user (other than a lessee currently in possession or a
used equipment or scrap dealer). For purposes of Section 7(b) hereof. Fair
Market Sale Value shall be determined by (i) an independent appraiser (at
Lessee's expense) selected by Lessor or (ii) by the Appraiser Procedure if
the Appraisal Request is made at least 90 days (but not more than 360 days)
prior to the termination or expiration of the Lease Term, as the case may
be, which determination shall be made (a) without deduction for any costs
or expenses of dismantling or removal; and (b) on the assumption that such
item of Equipment is free and clear of all Liens and is in the condition
and repair in which it is required to be returned pursuant to Section 7(a)
hereof. For purposes of Section 19(c) hereof, Fair Market sale Value shall
be determined (at Lessee's expense) by an independent appraiser regard to
the provisions of clauses (a) and (b) above; provided that if Lessor shall
have sold any item of Equipment pursuant to Section 19(b) hereof, Fair
Market Sale Value of such item of Equipment shall be the next proceeds of
such sale after deduction of all costs and expenses incurred by Lessor in
connection therewith; provided further, that if for any reason Lessor is
not able to obtain possession of any item of Equipment pursuant to Section
19(a) hereof, the Fair Market Sale Value of such item of Equipment shall be
zero.
"Imposition" as defined in Section 11(a) hereof.
"Indemnitee" as defined in Section 17 hereof.
"Late Charge Rate" shall mean an interest rate per annum equal to the
higher of two percent (2%) over the Reference Rate of eighteen percent
(18%), but not to exceed the highest rate permitted buy applicable law.
"Lease" and the terms "hereof", "herein", "hereto" and "hereunder", when
used in this Lease Agreement, shall mean and include this Lease Agreement.
Exhibits and the Delivery Certificate hereto as the same may from time to
time be amended, modified or supplemented.
"Lease Term" shall mean, with respect to any item of Equipment, the term of
the lease of such item of Equipment hereunder specified in Section 3
hereof.
"Lessee" as defined in the introductory paragraph of this Lease.
"Lessor" as defined in the introductory paragraph of this Lease.
<PAGE>
soever; (ii) any defect in the title, condition, design, or operation of, or
lack of fitness for use of, or any damage to, or loss of, all or any part of the
Equipment from any cause whatsoever; (iii) the existence of any Liens with
respect to the Equipment; (iv) the invalidity, unenforceability or disaffirmance
of this Lease or any other document related hereto; or (v) the prohibition of or
interference with the use or possession by Lessee of all or any part of the
Equipment, for any reason whatsoever, including without limitation, by reason of
(1) claims for patent, trademark or copyright infringement; (2) present or
future governmental laws, rules or orders; (3) the insolvency, bankruptcy or
reorganization of any person; and (4) any other cause whether similar or
dissimilar to the foregoing, any present of future law to the contrary
notwithstanding. Lessee hereby waives, to the extent permitted by applicable
law, any and all rights which it may now have or which may at any time hereafter
be conferred upon it, by statute or otherwise, to terminate, cancel, quit or
surrender the lease of any Equipment. If for any reason whatsoever this Lease or
any Supplement, other than pursuant to Section 16(b) hereof, shall be terminated
in whole or in part by operation of law or otherwise, Lessee will nonetheless
pay to Lessor an amount equal to each installment of rent at the time such
installment would have become due and payable in accordance with the terms
hereof. Each payment of rent or other amount paid by Lessee hereunder shall be
final and Lessee will not seek to recover all or any part of such payment from
Lessor for any reason whatsoever.
6. WARRANTY DISCLAIMER;
ASSIGNMENT OF WARRANTIES.
(a) LESSOR NEITHER MAKES NOR SHALL BE DEEMED TO HAVE MADE AND LESSEE HEREBY
EXPRESSLY WAIVES ANY WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS
TO THE EQUIPMENT, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY
OR FITNESS OF THE EQUIPMENT FOR ANY PARTICULAR PURPOSE, FREEDOM FROM
INTERFERENCE OR INFRINGEMENT OR THE LIKE, OR AS TO THE TITLE TO OR LESSOR'S OR
LESSEE'S INTEREST IN THE EQUIPMENT OR AS TO ANY OTHER MATTER RELATING TO THE
EQUIPMENT OR ANY PART THEREOF.
LESSEE CONFIRMS THAT IT HAS SELECTED THE EQUIPMENT AND EACH PART THEREOF ON THE
BASIS OF ITS OWN JUDGMENT AND EXPRESSLY DISCLAIMS RELIANCE UPON ANY STATEMENTS,
REPRESENTATIONS OR WARRANTIES MADE BY LESSOR.
LESSOR NEITHER MAKES NOR SHALL BE DEEMED TO HAVE MADE ANY REPRESENTATION OR
WARRANTY AS TO THE ACCOUNTING TREATMENT TO BE ACCORDED TO THE TRANSACTIONS
CONTEMPLATED BY THIS LEASE OR AS TO ANY TAX CONSEQUENCES AND/OR TAX TREATEMENT
THEREOF.
(b) LESSOR HEREBY ASSIGNS TO LESSEE SUCH RIGHTS AS LESSOR MAY HAVE (TO EXTENT
LESSOR MAY VALIDLY ASSIGN SUCH RIGHTS) UNDER ALL MANUFACTURERS' AND SUPPLIERS'
WARRANTIES WITH RESPECT TO THE EQUIPMENT; PROVIDED, HOWEVER, THAT THE FOREGOING
RIGHTS SHALL AUTOMATICALLY REVERT TO LESSOR UPON THE OCCURRENCE AND DURING THE
CONTINUANCE OF ANY EVENT OF DEFAULT HEREUNDER, OR UPON THE RETURN OF THE
EQUIPMENT TO LESSOR. LESSEE AGREES TO SETTLE ALL CLAIMS WITH RESPECT TO THE
EQUIPMENT DIRECTLY WITH THE MANUFACTURERS OR SUPPLIERS THEREOF, AND TO GIVE
LESSOR PROMPT NOTICE OF ANY SUCH SETTLEMENT AND THE DETAILS OF SUCH SETTLEMENT.
HOWEVER, IN THE EVENT ANY WARRANTIES ARE NOT ASSIGNABLE, THE LESSOR AGREES TO
ACT ON BEHALF OF THE LESSEE IN SETTLING CLAIMS ARISING UNDER THE WARRANTY WITH
THE MANUFACTURER OR SUPPLIER.
(c) IN NO EVENT SHALL LESSOR BE LIABLE FOR LOSS OF REVENUE OR PROFITS, SPECIAL,
INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE OR FROM ANY CAUSE
EVEN IF LESSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7. Disposition of Equipment.
(a) Return.
Lessee shall, upon the expiration of the Lease Term of each item of Equipment,
subject to paragraph (b) below, return such item of Equipment to Lessor at such
place within the continental United States of America as Lessor shall designate
in writing to Lessee. Until such item of Equipment is returned to Lessor
pursuant to the provisions of this Section, all of the provisions of this Lease
with respect thereto shall continue in full force and effect. Lessee shall pay
all the costs and expenses in connection with or incidental to the return of the
Equipment, including, without limitation, the cost of removing, assembling,
packing, insuring and transporting the Equipment. At the time of such return,
the Equipment shall be in the condition and repair required to be maintained by
Section 12 hereof and free and clear of all Liens.
(b) Purchase Option.
So long as no Default or Event of Default shall have occurred and be continuing,
Lessee may, by written notice given to Lessor at least 120 days (but not more
than 360 days) prior to the expiration date of the Lease Term of any item of
Equipment (which notice shall be irrevocable), elect to purchase such item of
Equipment on such expiration date for a cash purchase price equal to the Fair
Market Sale Value of such item of Equipment determined as of such expiration
date, plus an amount equal to all taxes (other than income taxes on any gain or
such sale), costs and expenses (including legal fees and expenses) incurred or
paid by Lessor in connection with such sale. Upon payment by Lessee of such
purchase price, and of all other amounts then due and payable by Lessee
hereunder, Lessor shall transfer title to such items of Equipment to Lessee on
an "as-is, where-is" basis, without recourse and without representation or
warranty of any kind, express or implied, other than a representation and
warranty that such item of Equipment is free and clear of any Lessor's Liens.
8. Representations and Warranties.
In order to induce Lessor to enter into this Lease and to lease the Equipment to
Lessee hereunder, Lessee represents and warrants that:
(a) Organization.
Lessee is duly organized, validly existing and in good standing under the laws
of the State of Louisiana and is duly qualified to do business and is in good
standing in the State in which the Equipment will be located.
(b) Power and Authority.
Lessee has full power, authority and legal right to execute, deliver and perform
this Lease, and the execution, delivery and performance hereof has been duly
authorized by Lessee's governing body or officer(s).
(c) Enforceability.
This Lease has been duly executed and delivered by Lessee and constitutes a
legal, valid and binding obligation of Lessee enforceable in accordance with its
terms.
(d) Consents and Permits.
The execution, delivery and performance of this Lease does not require any
approval or consent of any trustee, shareholder, partner, sole proprietor or
holders of any
-3-
<PAGE>
(c) Lessee will not make or authorize any improvement, change, addition or
alteration to the Equipment (i) if such improvement, change addition or
alteration will impair the originally intended function or use of the
Equipment or impair the value of the Equipment as it existed immediately
prior to such improvement, change, addition, or alteration; or (ii) if any
parts installed in or attached to or otherwise becoming a part of the
Equipment as a result of any such improvement, change, addition, or
alteration shall not be readily removable without damage to the Equipment.
Any part which is added to the Equipment without violating the provisions
of the immediately preceding sentence and which is not a replacement or
substitution for any property of Lessee and may be removed by Lessee at any
time prior to the expiration or earlier termination of the Lease Term. All
such parts shall be and remain free and clear of any Liens. Any such part
which is not so removed prior the expiration or earlier termination of the
Lease Term shall, without further act, become property of Lessor.
13. Inspection.
Upon prior notice, Lessor or its authorized representative may at any
reasonable time or times upon reasonable notice inspect the Equipment when
it deems it necessary to protect its interest therein.
14. Identification.
Lessee shall, at its expense, attach to each item of Equipment a notice
satisfactory to Lessor disclosing Owner's ownership of such item of
Equipment.
15. Personal Property
Lessee represents that the Equipment shall be and at all times remain
separately identifiable personal property. Lessee shall, at its expense,
take such action (including the obtaining and recording of waivers) as may
be necessary to prevent any third party from acquiring any right to or
interest in the Equipment by virtue of the Equipment being deemed to be
real property or a part of real property or a part of other personal
property, and if at any time any person shall claim any such right or
interest, Lessee shall, at its expense, cause such claim to be waived in
writing or otherwise eliminated to Lessor's satisfaction within 30 days
after such claim shall have first become known to Lessee.
16. Loss or Damages.
(a) All risk of loss, theft, damage or destruction to the Equipment or any
part thereof, however incurred or occasioned, shall be borne by Lessee and,
unless such occurrence constitutes an Event of Loss pursuant to paragraph
(b) of this Section, Lessee shall promptly cause the affected part or parts
of the Equipment to be replaced or restored to the condition and repair
required to be maintained by Section 12 hereof.
(b) If an Event of Loss with respect to any item of Equipment shall occur,
Lessee shall promptly give Lessor written notice thereof, and Lessee shall
pay to Lessor written notice thereof, and Lessee shall pay to Lessor as
soon as it receives insurance proceeds with respect to said Event of Loss
but in any event no later than 90 days after the occurrence of said Event
of Loss an amount equal to the sum of (i) the Stipulated Loss Value of such
item of Equipment computed as of the Rent Payment Date with respect to such
item Equipment on or immediately preceding the date of the occurrence of
such Event of Loss; and (ii) all rent and other amounts due and owing
hereunder for such item of Equipment on or prior to the Loss Payment Date.
Upon payment of such amount to Lessor, the lease of such item of Equipment
hereunder shall terminate, and Lessor will transfer within forty days to
Lessee, Lessor's right, title and interest in and to such item of
Equipment, on an "as-is, where-is" basis, without recourse and without
representation or warranty, express or implied, other than a representation
and warranty that such item of Equipment is free and clear of any Lessor's
Liens.
(c) Any payments received at any time by Lessor or Lessee from any insurer
with respect to loss or damage to the Equipment shall be applied as
follows: (i) if such payments are received with respect to an Event of Loss
they shall be paid to Lessor, but to the extent received by Lessor, they
shall reduce or discharge, as the case the case may be, Lessee's obligation
to pay the amounts due to Lessor under Section 16 (b) hereof with respect
to such Event of Loss or (ii) if such payments shall, unless a Default or
Event of Default shall have occurred and be continuing, be paid over to
Lessee to reimburse Lessee for its payment of the costs and expenses
occurred and be continuing, be paid over to Lessee to reimburse Lessee for
its payment of the costs and expenses occurred by Lessee in replacing or
restoring pursuant to Section 16 (a) hereof the part or parts of the
Equipment which suffered such loss or damage.
17. General Indemnity.
Lessee assumes liability for, and shall indemnify, protect save and keep
harmless Lessor and its agents, servants, successors and assigns (an
"Indemnitee") from and against any and all liabilities, obligations,
losses, damages, penalties, claims, actions, suits, costs and expenses,
including reasonable legal expenses, of whatsoever kind and nature, imposed
on, incurred by or asserted against an Indemnitee, in any way6 relating to
or arising out this Lease or the enforcement hereof, or the manufacture,
purchase, acceptance, rejection ownership, possession, use selection,
delivery, lease, operation, condition, sale, return or other disposition of
the Equipment or any part thereof (including, without limitation, latent or
other defects, whether or not discoverable by Lessee or any other person,
any claim in tort for strict liability and any claim for patent, trademark
or copyright infringement); provided, however, that Lessee shall not be
required to indemnify any Indemnitee for loss or liability arising from
acts or events which occur after the Equipment has been returned to Lessor
in accordance with the Lease, or for loss or liability resulting solely
from the willful misconduct or gross negligence of such Indemnitee. The
provisions of this Section shall survive the expiration or earlier
termination of this Lease.
18. Events of Default.
The following events shall each constitute an event of default (herein
called "Event of Default") under this Lease:
(i) Lessee shall fail to execute and deliver to Lessor (or Lessor's agent)
the "Delivery Certificate" within twenty-four (24) hours of Turnover of
Equipment to Lessee.
(ii) Lessee shall fail to commence lease payments on the first day of the
month following the Commencement Date, or such other initiation of lease
payments as specified in Section 5 of this Lease.
(iii) Lessee shall fail to make any payment of rent or other amount owing
hereunder after notice has been given that payment is past due; or
(iv) Lessee shall fail to maintain the insurance required by Section 10
hereof or to perform or observe any of the convenants contained in Section
21 or 22 hereof; or
(v) Lessee shall fail, to perform or observe any other convenant, condition
or agreement to be performed or observed by it with respect to this Lease
and such failure shall continue unremedied for 30 days after the earlier of
(a) the date on which Lessee obtains, or should have obtained knowledge of
such failure; or (b) the date on
5
<PAGE>
which notice thereof shall be given by Lessor to Lessee; or
(vi) Any representation or warranty made by Lessee herein or in any document,
certificate or financial or other statement now or hereafter furnished Lessor in
conenction with this Lease shall prove at any time to have been untrue,
incomplete or misleading in any material respect as of the time when made; or
(vii) The entry of a decree or order for relief by a court having jurisdiction
in respect of Lessee, adjudging Lessee a bankrupt or insolvent, or approving as
properly filed a petition seeking a reorganization, arrangement, adjustment or
composition of or in respect of Lessee in an involuntary proceeding or case
under the Federal bankruptcy laws, as now or hereafter constituted, or any other
applicable Federal or State bankruptcy, insolvency or similar law, or
appointing a receiver, liquidator, assignee, custodian, trustee or sequestrator
(or similar official) of Lessee or of any substantial part of its
property, or ordering the winding-up or liquidation of its affairs, and the
continuance of any such decree or order unstayed and in effect for a period
of 30 days; or
(vii) The institution by Lessee of proceedings to be adjudicated a bankrupt or
insolvent, or the consent by it to the institution of bankruptcy or insolvency
proceedings against it, or the commencement by Lessee of a voluntary proceeding
or case under the Federal bankruptcy laws, as now or hereafter constituted, or
any other applicable Federal or state bankruptcy, insolvency proceedings against
it, or the commencement by Lessee of a voluntary proceeding or case under the
Federal ankruptcy laws, as now or hereafter constituted, or any other applicable
Federal or state bankruptcy, insolvency or other similar law, or the consent by
it to the filing of any such petition or to the appointment of or taking
possession by a receiver, liquidator, assignee, trustee, custodian or
sequestrator (or other similar official) of Lessee or of any substantial part of
its property or the making by it of any assignment for the benefit of creditors
or the admission by it of its inability to pay its debts generally as they
become due or its willingness to be adjudicated a bankrupt or the failure of
Lessee generally to pay its debts as they become due or the taking of corporate
action by Lessee in furtherance of any of the foregoing.
19. Remedies.
If an Event of Default specified in Subsection 18 (vii) or (viii) above shall
occur, then, and in any such event, Lessor shall not be obligated to purchase or
lease any of the Equipment and this Lease shall, without any declaration or
other action by Lessor, be in default. If an Event of Default, other than an
Event of Default specified in Subsection 18 (vii) or (viii) above, shall occur.
Lessor may, at its option, declare this Lease to be in default. At any time
after this Lease is in default under the first sentence of this Section 19,
Lessor has declared this Lease to be in default under the second sentence of
this Section 19, Lessor and/or its representative may do any one or more of the
following with respect to all of the Equipment or any part thereof as Lessor in
its sole discretion shall elect, to the extent permitted by applicable law then
in effect:
(a) demand that Lessee, and Lessee shall at its expense upon such demand, return
the Equipment promptly to Lessor at such place in the continental United States
of America as Lessor shall specify, or Lessor and/or its agents, at its option,
may with or without entry upon the premises where the Equipment is located and
disable the Equipment, or make the Equipment inoperable permanently or
temporarily in Lessor's sole discretion, and/or take immediate possession of the
Equipment and remove the same by summary proceedings or otherwise, all without
liability for by reason of such entry or taking of possession, whether for the
restoration of damage to property caused by such taking or for disabling or
otherwise;
(b) sell the Equipment at public or private sale, with or without notice,
advertisement or publication, as Lessor may determine, or otherwise dispose of,
hold, use, operate, lease to others or keep idle the Equipment as Lessor in its
sole discretion may determine, all free and clear of any rights of Lessee and
without any duty to account to Lessee with respect to such action or inaction or
for any proceeds with respect thereto;
(c) by written notice to Lessee specifying a payment date which shall be not
earlier than 20 days after the date of such notice, demand that Lessee pay to
Lessor, and Lessee shall pay to Lessor, on the payment date specified in such
notice, as liquidated damages for loss of a bargain and not as a penalty, all
accrued and unpaid rent for the Equipment due on all Rent Payment Dates up to
and including the payment date specified in such notice plus an amount (together
with interest on such amount at the Late Charge Rate, from the payment date
specified in such notice to the date of actual payment) equal to the excess, if
any, of the Stipulated Loss Value of the Equipment as of the payment date
specified in such notice over the Fair Market Sale Value of the Equipment as of
such date:
(d) Lessor may exercise any other right or remedy which may be available to it
under applicable law or proceed by appropriate court action to enforce the terms
hereof or to recover damages for the breach hereof or to rescind this Lease.
Lessor is entitled to recover any amount that fully compensates the Lessor for
any damage to or loss of the Lessor's residual interest in the leased property
caused by the Lessee's default.
In the event any present value discounting is applied, the discount rate used
shall be the Federal Reserve Board Discount Rate.
In addition, Lessee shall be liable for any and all unpaid rent and other
amounts due hereunder before or during the exercise of any of the foregoing
remedies and for all reasonable legal fees and other costs and expenses incurred
by reason of the occurrence of any Event of Default or the exercise Lessor's
remedies with respect thereto, including all reasonable costs and expenses
incurred in connection with the placing of the Equipment in the condition
required by Section 12 hereof.
No remedy referred to in this Section 19 is intended to be exclusive, but each
shall be cumulative and in addition to any other remedy referred to herein or
otherwise available to Lessor at law or in equity; and the exercise or beginning
of exercise by Lessor of any one or more of such remedies shall not preclude the
simultaneous or later exercise by Lessor of any or all such other remedies. No
express or implied waiver by Lessor of an Event of Default shall in any way be,
or be construed to be, a waiver of any future or subsequent Event of Default. To
the extent permitted by applicable law, Lessee hereby waives any rights now or
hereafter conferred by statute or otherwise which may require Lessor to sell or
lease or otherwise use the Equipment in mitigation of Lessor's damages or losses
or which may otherwise limit or modify any of Lessor's rights or remedies under
this Lease.
20. Lessor's Right to Perform.
If Lessee fails to make any payment required to be made by it hereunder or fails
to perform or comply with any of its other agreements contained herein. Lessor
may itself make such payment or perform or comply with such agreement, and the
amount of such payment and the amount of the reasonable expenses of Lessor
incurred in connection with such payment or the performance of or compliance
with such agreement, as the case may be, together with interest thereon at the
Late Charge Rate, shall be deemed to be additional rent, payable by Lessee
within 30 days of notice.
6
<PAGE>
21. LOCATION; ASSIGNMENT OR SUBLEASE;
TITLE TRANSFER.
(a) LESSEE WILL NOT REMOVE THE EQUIPMENT FROM THE LOCATION SPECIFIED IN
SCHEDULE 1 OF EXHIBIT A WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR. SUCH
CONSENT NOT TO BE UNREASONABLY WITHHELD, EXCEPT REMOVAL OUTSIDE THE
CONTINENTAL U.S. IS NOT PERMITTED. THE EQUIPMENT SHALL AT ALL TIMES BE IN
THE SOLE POSSESSION AND CONTROL OF LESSEE AND LESSEE WILL NOT, WITHOUT THE
PRIOR WRITTEN CONSENT OF LESSOR, ASSIGN THIS LEASE OR ANY INTEREST HEREIN
OR SUBLEASE OR OTHERWISE TRANSFER ITS INTEREST IN ANY OF THE EQUIPMENT,
AND ANY ATTEMPTED ASSIGNMENT, SUBLEASE OR OTHER TRANSFER BY LESSEE IN
VIOLATION OF THESE PROVISIONS SHALL BE VOID.
(b) LESSOR AND LESSEE ACKNOWLEDGE THAT LESSOR (i) MAY TRANSFER ITS INTEREST
IN THE EQUIPMENT TO AN OWNER OTHER THAN LESSOR, LESSOR MAY
CONTEMPORANEOUSLY THEREWITH LEASE THE EQUIPMENT BACK FROM SUCH OWNER, AND
(ii) MAY ASSIGN THIS LEASE, LESSEE HEREBY CONSENTS TO EACH OF THE
ABOVE-DESCRIBED TRANSACTIONS. FURTHER LESSEE DOES HEREBY ACKNOWLEDGE
(i) THAT ANY SUCH ASSIGNMENT BY LESSOR DOES NOT MATERIALLY CHANGE LESSEE'S
DUTIES AND OBLIGATION HEREUNDER, (ii) THAT SUCH ASSIGNMENT DOES NOT
MATERIALLY INCREASE THE BURDEN OR RIGHT IMPOSED ON THE LESSEE AND
(iii) THAT THE ASSIGNMENT IS PERMITTED EVENT IF THE ASSIGNMENT COULD BE
DEEMED TO MATERIALLY AFFECT THE INTEREST OF THE LESSEE.
22. Status Changes in Lessee.
Lessee will not thirty (30) days prior written notice to Lessor, (a) enter
into any transaction of merger or consolidation unless it is the surviving
corporation or after giving effect to such merger or consolidation its net
worth equals or exceeds that which existed prior to such merger or
consolidation; or (b) change the form of organization of its business; or
(c) change its name or its chief place of business. Lessee must obtain
Lessor's prior written concurrence before Lessee must obtain Lessor's prior
written concurrence before Lessee may undertake any actions to (a)
liquidate or dissolve or similar action of the Lessee's organization, or
(b) sell, transfer or otherwise dispose of all or any substantial part of
Lessee's assets.
23. Further Assurances; Financial Information.
(a) Lessee will, at its expense, promptly and duly execute and deliver to
Lessor such further documents and assurances and take such further action
as Lessor may from time to time request in order to establish and protect
the rights, interests and remedies created or intended to be created in
favor of Lessor hereunder, including, without limitation, the execution and
filing of Uniform Commercial Code financing statements covering the
Equipment and proceeds therefrom in the jurisdictions in which the
Equipment is located from time to time. To the extent permitted by
applicable law, Lessee hereby authorizes Lessor to file any such financing
statements without the signature of Lessee.
(b) Lessee will qualify to do business and remain qualified in good
standing, in each jurisdiction in which the Equipment is from time to time
located.
(c) Lessee will furnish to Lessor as soon as available, but in any event
not later than 90 days after the end of each fiscal year of Lessee, a
consolidated balance sheet of Lessee as at the end of such fiscal year,
and consolidated statements of income and changes in financial position of
Lessee for such fiscal year, all in reasonable detail, prepared in
accordance with generally accepted accounting principles applied on a
basis consistently maintained throughout the period involved. These
reports will not be disclosed to anyone other than the Lessor and/or Owner
as provided in Section 21(b).
24. Notices.
All notices, demands and other communications hereunder shall be in writing,
and shall be deemed to
<PAGE>
have been given or made when deposited in the United States mail, first class
postage prepaid, addressed as follows or to such other address as any of the
following persons may from time to time designate in writing to the other
persons listed below:
Lessor: Telecommunications Finance Group
400 Rinehart Road
Lake Mary, Florida 32746
Lessee: Athena International, Ltd. Liability Co.
dba Athena International, LLC
910 15th Street, Suite 330
Denver, CO 80202-2928
25. Conditions Precedent:
(a) Lessor shall not be obligated to lease the items of Equipment described
herein to Lessee hereunder unless:
(i) Such Uniform Commercial Code financial statements covering Equipment
proceeds therefrom and landlord and/or mortgagee waivers or disclaimers
and/or severance agreements with respect to the items of Equipment
covered by this Lease as Lessor shall deem necessary or desirable in
order to perfect and protect its interests therein shall have been duly
executed and filed, at Lessee's expense, in such public offices as
Lessor shall direct;
(ii) All representations and warranties of Lessee contained herein or in
any document or certificate furnished Lessor in connection herewith
shall be true and correct on and as of the date of this Lease with the
same force and effect as if made on and as of such date; no Event of
Default or Default shall be in existence on such date or shall occur as
a result of the lease by Lessee of the Equipment specified in Schedule 1
of Exhibit A;
(iii) In the sole judgment of Lessor, there shall have been no material
adverse change in the financial condition of business or Lessee;
(iv) All proceedings to be taken in connection with the transactions
contemplated by this Lease; and all documents incidental thereto, shall
be satisfactory in form and substance to Lessor and its counsel;
(v) Lessor shall have received from Lessee, in form and substance
satisfactory to it, such other documents and information as Lessor shall
reasonably request;
(vii) No Change in Tax Law, which in the sole judgment of Lessor would
adversely affect Lessor's Economics, shall have occurred or shall
appear, in Lessor's good faith judgment, to be imminent.
26. Software License.
Reference is made to the form of DCO Software License Agreement attached
hereto as Exhibit B (the ("License Document"). Lessor has arranged for the
Equipment manufacturer to grant Lessee a license to use the Software as
defined in the License Document in conjunction with the equipment leased
hereunder in accordance with the
7
<PAGE>
Amendment to Lease Agreement dated July 25, 1994 between
Telecommunications Finance Group and
Athena International Ltd. Liability Co. ,
for a DCO-CS and Peripheral Equipment
located in Denver, Colorado
Section 24. Notices.
This section and the notice provision of the related Software License
Agreement (Exhibit B) is amended to read as follows:
Lessee: Athena International Ltd. Liability Co.
dba Athena International, LLC
910 15th Street, 335
Denver, CO 80202-2928
Telecommunications Finance Group Athena International Ltd. Liability Co.
BY: illegible BY: /s/ Michael T. Landers
------------------------------ ------------------------------------
Michael T. Landers Exec. Director
------------------------------ ------------------------------------
Authorized Representative of (Name & Title)
Telecommunications Finance Group
Date Signed: 5/12/95 Date Signed: 5/8/95
------------------ -----------------------
<PAGE>
AMENDMENT TO LEASE AGREEMENT DATED JULY 25, 1994 BETWEEN
TELECOMMUNICATIONS FINANCE GROUP (LESSOR) AND
ATHENA INTERNATIONAL, LTD. LIABILITY CO.
DBA ATHENA INTERNATIONAL, LLC (LESSEE)
FOR A USED DCO-CS TO BE LOCATED IN DENVER, COLORADO
"Reference Rate" shall mean the rate of interest publicly
announced by Citibank, N.A. in New York, New York from time to
time as its prime rate.
The reference rate is not intended to be the lowest rate of
interest charged by Citibank, N.A. in connection with
extensions of credit to debtors. The Reference Rate shall be
determined at the close of business on the 15th day of each
calendar month (if the 15th day is not a Business Day, then on
the first preceding Business Day) and shall become effective
as of the first day of the calendar month succeeding such
determination and shall continue in effect to, and including,
the last day of said calendar month.
TELECOMMUNICATIONS FINANCE GROUP ATHENA INTERNATIONAL, LTD.
LIABILITY CO. DBA ATHENA
INTERNATIONAL, LLC
BY: BY:
------------------------------- --------------------------
------------------------------- --------------------------
AUTHORIZED REPRESENTATIVE OF (NAME & TITLE)
TELECOMMUNICATIONS FINANCE GROUP
DATE SIGNED: 12/17/94 DATE SIGNED: 10/18/94
--------------------- -----------------
<PAGE>
SCHEDULE B
AMENDMENT TO LEASE AGREEMENT DATED JULY 25, 1994 BETWEEN
TELECOMMUNICATIONS FINANCE GROUP (LESSOR) AND
ATHENA INTERNATIONAL, LTD. LIABILITY CO.
DBA ATHENA INTERNATIONAL, LLC (LESSEE)
FOR A USED DCO-CS TO BE LOCATED IN DENVER, COLORADO
A DEPOSIT EQUAL TO 5% OF LESSOR'S VALUE IS REQUIRED BY LESSOR PRIOR TO SHIPMENT,
WHICH WILL BE APPLIED FIRST TO THE FIRST INSTALLMENT OF LEASE RENT, SECONDLY TO
THE THIRTEENTH INSTALLMENT AND ANY REMAINING BALANCE WILL BE APPLIED TO THE
FINAL INSTALLMENT.
IN THE EVENT OF EARLY TERMINATION OF THE LEASE DUE TO DEFAULT BY LESSEE, ANY
UNAPPLIED PORTION OF THE 5% DEPOSIT IS NON-REFUNDABLE AND WILL BE RETAINED BY
LESSOR.
IN THE EVENT LESSEE HAS MORE THAN ONE LEASE WITH LESSOR, AN EVENT OF DEFAULT FOR
ONE LEASE WILL, IN ITSELF, BE AN EVENT OF DEFAULT ON ALL OTHER LEASES IN THE
NAME OF THE LESSEE.
TELECOMMUNICATIONS FINANCE GROUP ATHENA INTERNATIONAL, LTD.
LIABILITY CO. DBA ATHENA
INTERNATIONAL, LLC
BY: CC Calloway BY: /s/ Michael T. Landers
----------------------------- ---------------------------
Michael T. Landers, Managing
----------------------------- ---------------------------
AUTHORIZED REPRESENTATIVE OF (NAME & TITLE)
TELECOMMUNICATIONS FINANCE GROUP
DATE SIGNED: 12/17/94 DATE SIGNED: 10/18/94
------------------ ------------------
<PAGE>
SCHEDULE C
AMENDMENT TO LEASE AGREEMENT DATED JULY 25, 1994 BETWEEN
TELECOMMUNICATIONS FINANCE GROUP (LESSOR) AND
ATHENA INTERNATIONAL, LTD. LIABILITY CO.
DBA ATHENA INTERNATIONAL, LLC (LESSEE)
FOR A USED DCO-CS TO BE LOCATED IN DENVER, COLORADO
LESSEE AFFIRMS TO THE FOLLOWING:
ALL THIRD PARTY VENDOR EQUIPMENT TO BE ADDED TO THE LEASE MUST BE PURCHASED OR
APPROVED BY THE SIEMENS STROMBERG-CARLSON PURCHASING DEPARTMENT. THE CUMULATIVE
TOTAL OF THIRD PARTY VENDOR EQUIPMENT WHICH MAY BE ADDED TO THE LEASE CANNOT
EXCEED 20% OF THE VALUE OF THE EQUIPMENT PROVIDED BY SIEMENS STROMBERG-CARLSON.
SUBJECT TO THE 20% CAP, THE ONLY THIRD PARTY VENDOR EQUIPMENT WHICH MAY BE ADDED
TO A LEASE ARE APPROVED BILLING EQUIPMENT AND SYSTEMS AND OAS (OPERATOR ASSISTED
SYSTEM) EQUIPMENT AND SYSTEMS. OTHER ITEMS MAY BE ADDED IF THE SIEMENS
STROMBERG-CARLSON OCC SENIOR PROGRAM MANAGER CONFIRMS THAT IT IS NECESSARY AS AN
ADDITION TO ONE OF THE APPROVED SYSTEMS.
A DEPOSIT EQUAL TO 5% OF THE THIRD PARTY VENDOR EQUIPMENT (WHICH IS SUBJECT TO
THE 20% CAP ABOVE) IS REQUIRED BY LESSOR PRIOR TO ISSUING A PURCHASE ORDER TO
THE THIRD PARTY VENDOR. THIS DEPOSIT WILL BE APPLIED FIRST TO THE FIRST
INSTALLMENT OF LEASE RENT, SECONDLY TO THE THIRTEENTH INSTALLMENT AND ANY
REMAINING BALANCE WILL BE APPLIED TO THE FINAL INSTALLMENT. IF THE FIRST
INSTALLMENT HAS PASSED, THIS DEPOSIT WILL BE APPLIED TO THE THIRTEENTH AND FINAL
INSTALLMENT. IF THE FIRST AND THIRTEENTH INSTALLMENT HAVE PASSED, THIS DEPOSIT
WILL BE APPLIED TO THE FINAL INSTALLMENT.
IN THE EVENT OF EARLY TERMINATION OF THE LEASE DUE TO DEFAULT BY LESSEE, ANY
UNAPPLIED PORTION OF THE 5% DEPOSIT IS NON-REFUNDABLE AND WILL BE RETAINED BY
LESSOR.
A 10% FEE WILL BE ADDED TO THE PRICE OF ALL THIRD PARTY VENDOR EQUIPMENT. THIS
EQUIPMENT WILL BE ADDED TO THE LEASE AT THE THEN CURRENT LEASE RATE AS
DETERMINED BY LESSOR.
TELECOMMUNICATIONS FINANCE GROUP ATHENA INTERNATIONAL, LTD.
LIABILITY CO. DBA ATHENA
INTERNATIONAL, LLC
BY: CC Calloway BY: Michael T. Landers
----------------------------- ---------------------------
Executive Director
----------------------------- ---------------------------
AUTHORIZED REPRESENTATIVE OF (NAME & TITLE)
TELECOMMUNICATIONS FINANCE GROUP
DATE SIGNED: 12/17/94 DATE SIGNED: NOV. 22, 1994
-------------------- ------------------
<PAGE>
AMENDMENT TO LEASE AGREEMENT DATED 07/25/94 BETWEEN
TELECOMMUNICATIONS FINANCE GROUP AND
ATHENA INTERNATIONAL LTD. LIABILITY CO.
FOR EQUIPMENT INSTALLED IN DENVER, CO
Section 24. Notices
This section and the notice provision of the related Software License
Agreement (Exhibit B) is amended to read as follows:
Lessee: ATHENA INTERNATIONAL LTD. LIABILITY CO.
701 Poydras Street
675 One Shell Square
New Orleans, LA 70139
TELECOMMUNICATIONS FINANCE GROUP ATHENA INTERNATIONAL LTD. LIABILITY CO.
BY: C.C. Calloway BY: illegible
------------------------------ ----------------------------------
Michael T. Landers
------------------------------ ----------------------------------
Authorized Representative (Name &.Title)
Date Signed: 10/9/95 Date Signed: October 2,1995
--------------------- ----------------------
<PAGE>
COMPANY: Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION: V
DATED: February 25, 1997
0.01 SCHEDULE A
STIPULATED LOSS VALUE
The Stipulated Loss Value of any item of Equipment as of any Rent payment Date
with respect of such item of Equipment shall be determined by multiplying the
Lessor's Value of such item of Equipment by the percentage set forth below for
such Rent Payment Date; provided that, any determination of Stipulated Loss
Value as of a date occurring after the final Rent Payment Date with respect to
such item of equipment, shall be made as of such final Rent Payment Date.
<TABLE>
<CAPTION>
After Rent
Payment Number Percentage
-------------- ----------
<S> <C>
0 105.0000
1 103.2023
2 101.3797
3 99.5321
4 97.6591
5 95.7605
6 93.8360
7 91.8855
8 89.9086
9 87.9050
10 85.8746
11 83.8170
12 81.7320
13 79.6192
14 77.4785
15 75.3094
16 73.1119
17 70.8855
18 68.6299
19 66.3450
20 64.0303
21 61.6856
22 59.3106
23 56.9050
24 54.4685
25 51.1674
26 47.8348
27 44.4703
28 41.0737
29 37.6445
30 34.1826
31 30.6875
32 27.1589
33 23.5965
34 20.0000
</TABLE>
<PAGE>
ATHENA INTERNATIONAL, LTD. LIABILITY CO.
DBA ATHENA INTERNATIONAL, LLC
SITE: DENVER, COLORADO
SCHEDULE A - ORIGINAL LEASE VALUE
STIPULATED LOSS VALUE
The Stipulated Loss Value of any item of Equipment as of any Rent Payment Date
with respect of such item of Equipment shall be determined by multiplying the
Lessor's Value of such item of Equipment by the percentage set forth below for
such Rent Payment Date; provided that, any determination of Stipulated Loss
Value as of a date occurring the final Rent Payment Date with respect equipment,
shall be made as of such final Rent Payment Date.
<TABLE>
<CAPTION>
After Rent
Payment Number Percentage
-------------- ----------
<S> <C>
0 105.0000
1 104.1089
2 103.2055
3 102.2898
4 101.3616
5 100.4208
6 99.4672
7 98.5008
8 97.5214
9 96.5288
10 95.5230
11 94.5038
12 93.4710
13 92.4247
14 91.3644
15 90.2903
16 89.2021
17 88.0997
18 86.9829
19 85.8517
20 84.7057
21 83.5450
22 82.3694
23 81.1786
24 79.9726
25 78.7512
26 77.5143
27 76.2617
28 74.9932
29 73.7087
30 72.4080
31 71.0910
32 69.7574
33 68.4073
34 67.0402
35 65.6562
36 64.2550
37 62.8364
38 61.4003
39 59.9466
40 58.4749
41 56.9852
42 55.4773
43 53.9510
44 52.4061
45 50.8424
46 49.2597
47 47.6578
48 46.0366
49 43.9792
50 41.9021
51 39.8050
52 37.6878
53 35.5502
54 33.3921
55 31.2133
56 29.0134
57 26.7925
58 24.5501
59 22.2862
60 2O.0000
</TABLE>
<PAGE>
ATHENA INTERNATIONAL LTD. LIABILITY CO.
DBA ATHENA INTERNATIONAL, LLC
SITE: DENVER, COLORADO
SCHEDULE A- ADDITION I
STIPULATED LOSS VALUE
The Stipulated Loss Value of any item of Equipment as of any Rent Payment
Date with respect of such item of Equipment shall be determined by
multiplying the Lessor's Value of such item of Equipment by the percentage
set forth below for such Rent Payment of a date occurring after the final
Rent Payment Date with respect to such item of equipment, shall be made as
of such final Rent Payment Date.
<TABLE>
<CAPTION>
After Rent
Payment Number Percentage
-------------- ----------
<S> <C>
0 105.0000
1 103.9866
2 102.9597
3 101.9193
4 100.8653
5 99.7974
6 98.7155
7 97.6196
8 96.5094
9 95.3849
10 94.2459
11 93.0921
12 91.9236
13 90.7401
14 89.5415
15 88.3277
16 87.0984
17 85.8535
18 84.5930
19 83.3166
20 82.0241
21 80.7154
22 79.3904
23 78.0488
24 76.6905
25 75.3154
26 73.9233
27 72.5140
28 71.0873
29 69.6431
30 68.1811
31 66.7013
32 65.2034
33 63.6872
34 62.1526
35 60.5994
36 59.0273
37 57.4363
38 55.8261
39 54.1965
40 52.5474
41 50.8785
42 49.1896
43 47.4805
44 45.7511
45 44.0012
46 42.2304
47 40.4387
48 38.6258
49 36.3748
50 34.1022
51 31.8077
52 29.4912
53 27.1525
54 24.7912
55 22.4072
56 20.0000
</TABLE>
<PAGE>
ATHENA INTERNATIONAL LTD. LIABILITY CO.
DBA ATHENA INTERNATIONAL, LLC
SITE: DENVER, COLORADO
ADDITION II - 07/23/96
SCHEDULE A
STIPULATED LOSS VALUE
The Stipulated Loss Value of any item of Equipment as of any Rent Payment Date
with respect of such item of Equipment shall be determined by multiplying the
Lessor's Value of such item of Equipment by the percentage set forth below for
such Rent Payment Date; provided that, any determination of Stipulated Loss
Value as of a date occurring after the final Rent Payment Date with respect to
such item of equipment, shall be made as of such final Rent Payment Date.
<TABLE>
<CAPTION>
After Rent
Payment Number Percentage
-------------- ---------
<S> <C>
0 105.0000
1 103.4485
2 101.8772
3 100.2858
4 98.6741
5 97.0420
6 95.3893
7 93.7157
8 92.0210
9 90.3050
10 88.5675
11 86.8083
12 85.0272
13 83.2240
14 81.3983
15 79.5501
16 77.6791
17 75.7850
18 73.8677
19 71.9268
20 69.9622
21 67.9736
22 65.9608
23 63.9235
24 61.8615
25 59.7745
26 57.6624
27 55.5248
28 53.3615
29 51.1722
30 48.9567
31 46.7146
32 44.4459
33 42.1501
34 39.8270
35 37.4764
36 35.0979
37 32.1357
38 29.1451
39 26.1259
40 23.0776
41 20.0000
</TABLE>
<PAGE>
ATHENA INTERNATIONAL LTD. LIABILITY CO.
DBA'ATHENA INTERNATIONAL, LLC
SITE: 'DENVER, COLORADO
ADDITION III - 12/02/96
SCHEDULE A
The Loss Value of any item of Equipment as of any Rent Payment Date with respect
of such item of Equipment shall be determined by multiplying the Lessor's Value
of such item of Equipment by the percentage, set forth below for such Rent
Payment Date; provided that, any determination of Stipulated Loss Value as of a
date occurring after the final Rent Payment Date with respect to such item of
equipment, shall be made as of such final Rent Payment Date.
<TABLE>
<CAPTION>
After Rent
Payment Number Percentage
-------------- ---------
<S> <C>
0 105.0000
1 103.1736
2 101.3248
3 99.4532
4 97.5588
5 95.6412
6 93.7002
7 91.7356
8 89.7471
9 87.7346
10 85.6977
11 83.6363
12 81.5500
13 79.4387
14 77.3020
15 75.1398
16 72.9518
17 70.7376
18 68.4972
19 66.2301
20 63.9361
21 61.6150
22 59.2665
23 56.8903
24 54.4861
25 52.0537
26 49.5928
27 47.1030
28 44.5842
29 42.0359
30 39.4580
31 36.8500
32 34.2118
33 31.5430
34 28.8433
35 26.1124
36 23.3500
37 20.0000
</TABLE>
<PAGE>
ATHENA INTERNATIONAL LTD. LIABILITY CO.
DBA ATHENA INTERNATIONAL, LLC
SITE: DENVER, COLORADO
ADDITION IV - 01/13/97
SCHEDULE A
STIPULATED LOSS VALUE
Stipulated Loss Value of any item of Equipment as of any Rent Payment Date with
respect of such item of Equipment shall be determined by multiplying the
Lessor's Value of such item of Equipment by the percentage set forth below for
such Rent Payment Date; provided that that, any determination of Stipulated Loss
Value as equipment, shall be made as of such final Rent Payment Date.
<TABLE>
<CAPTION>
After Rent
Payment Number Percentage
-------------- ----------
<S> <C>
0 105.0000
1 103.0952
2 101.1673
3 99.2158
4 97.2407
5 95.2417
6 93.2185
7 91.1710
8 89.0987
9 87.0016
10 84.8794
11 82.7317
12 80.5585
13 78.3593
14 76.1340
15 73.8822
16 71.6038
17 69.2984
18 66.9657
19 64.6056
20 62.2178
21 59.8018
22 57.3576
23 54.8848
24 52.3830
25 49.8521
26 47.2916
27 44.7015
28 42.0812
29 39.4306
30 36.7493
31 34.0370
32 31.2935
33 28.5183
34 25.7112
35 22.8719
36 20.0000
</TABLE>
<PAGE>
COMPANY: ATHENA INTERNATIONAL LTD. LIABILITY CO.
DBA ATHENA INTERNATIONAL, LLC
SITE LOCATION: DENVER, COLORADO
ADDITION: V
DATED: February 25, 1997
0.01 SCHEDULE A
STIPULATED LOSS VALUE
The Stipulated Loss Value of any item of Equipment as of any Rent Payment Date
with respect of such item of Equipment shall be determined by multiplying the
Lessor's Value of such item of Equipment by the percentage set forth below for
such Rent Payment Date; provided that, any determination of Stipulated Loss
Value as of a date occurring after the final Rent Payment Date with respect to
such item of equipment, shall be made as of such final Rent Payment Date.
<TABLE>
<CAPTION>
After Rent
Payment Number Percentage
-------------- ----------
<S> <C>
0 105.0000
1 103.2023
2 101.3797
3 99.5321
4 97.6591
5 95.7605
6 93.8360
7 91.8855
8 89.9086
9 87.9050
10 85.8746
11 83.8170
12 81.7320
13 79.6192
14 77.4785
15 75.3094
16 73.1119
17 70.8855
18 68.6299
19 66.3450
20 64.0303
21 61.6856
22 59.3106
23 56.9050
24 54.4685
25 51.1674
26 47.8348
27 44.4703
28 41.0737
29 37.6445
30 34.1826
31 30.6875
32 27.1589
33 23.5965
34 20.0000
</TABLE>
<PAGE>
ATHENA INTERNATIONAL
SITE: DENVER, CO
ADDITION VI 03/25/97
0.009166 SCHEDULE A
STIPULATED LOSS VALUE
The Stipulated Loss Value of any item of Equipment as of any Rent Payment
Date with respect of such item of Equipment shall be determined by multiplying
the Lessor's Value of such item of Equipment by the percentage set forth below
for such Rent Payment Date; provided that, any determination of Stipulated Loss
Value as of a date occurring after the final Rent Payment Date with respect to
such item of equipment, shall be made as of such final Rent Payment Date.
<TABLE>
<CAPTION>
After Rent
Payment Number Percentage
-------------- ----------
<S> <C>
0 105.0000
1 103.0730
' 2 101.1221
3 99.1471
4 97.1477
5 95.1237
6 93.0750
7 91.0012
8 88.9021
9 86.7775
10 84.6273
11 82.4510
12 80.2486
13 78.0197
14 75.7642
15 73.4817
16 71.1721
17 68.8350
18 66.4702
19 64.0776
20 61.6567
21 59.2074
22 56.7294
23 54.2224
24 51.6862
25 48.2872
26 44.8584
27 41.3996
28 37.9104
29 34.3907
30 30.8401
31 27.2583
32 23.6450
33 20.0000
</TABLE>
<PAGE>
ATHENA INTERNATIONAL, LLC
SITE: DENVER, COLORADO
ADDITION VII - 05/07/97
0.009166 SCHEDULE A
STIPULATED LOSS VALUE
Stipulated Loss Value of any item of Equipment as of any Rent Payment Date with
respect of such item of Equipment shall be determined by multiplying the
Lessor's Value of such item of Equipment by the percentage set forth below for
such Rent Payment Date; provided that, any determination of Stipulated Loss
Value as of a date occurring after the final Rent Payment Date with respect to
such item of equipment, shall be made as of such final Rent Payment Date.
<TABLE>
<CAPTION>
After Rent
Payment Number Percentage
-------------- ----------
<S> <C>
0 105.0000
1 102.9738
2 100.9229
3 98.8470
4 96.7458
5 94.6191
6 92.4668
7 90.2885
8 88.0840
9 85.8532
10 83.5956
11 81.3112
12 78.9996
13 76.6606
14 74.2940
15 71.8995
16 69.4768
17 67.0257
18 64.5459
19 62.0372
20 59.4993
21 56.9320
22 54.3348
23 51.7077
24 49.0503
25 45.5289
26 41.9768
27 38.3935
28 34.7788
29 31.1323
30 27.4539
31 23.7432
32 20.0000
</TABLE>
<PAGE>
ATHENA INTERNATIONAL LTD. LIABILITY CO.
DBA ATHENA INTERNATIONAL, LLC
SITE: DENVER, COLORADO
ADDITION VIII- 06/04/97
0.009166 SCHEDULE A
STIPULATED LOSS VALUE
Stipulated Loss Value of any item of Equipment as of any Rent Payment Date
with respect of such item of Equipment shall be determined by multiplying the
Lessor's Value of such item of Equipment by the percentage set forth below for
such Rent Payment Date; provided that, any determination of Stipulated Loss
Value as of a date occurring after the final Rent Payment Date with respect to
such item of equipment, shall be made as of such final Rent Payment Date.
<TABLE>
<CAPTION>
After Rent
Payment Number Percentage
-------------- ----------
<S> <C>
0 105.0000
1 102.8682
2 100.7108
3 98.5274
4 96.3178
5 94.0818
6 91.8191
7 89.5296
8 87.2129
9 84.8688
10 82.4970
11 80.0974
12 77.6696
13 75.2133
14 72.7284
15 70.2146
16 67.6715
17 65.0990
18 62.4968
19 59.8645
20 57.2019
21 54.5088
22 51.7848
23 49.0297
24 46.2432
25 42.5917
26 38.9081
27 35.1923
28 31.4438
29 27.6625
30 23.8481
31 20.0000
</TABLE>
<PAGE>
ATHENA INTERNRNATIONAL LTD. LIABILITY CO.
DBA ATHENA INTERNATIONAL, LLC
SITE: DENVER. COLORADO
ADDITION IX-09/03/97
0. 009166 SCHEDULE A
STIPULATED LOSS VALUE
The Stipulated Loss Value of any item of Equipment as of any Rent Payment Date
with respect of such item of Equipment shall be determined by multiplying the
Lessor's Value of such item of Equipment by the percentage set forth below for
such Rent Payment Date; provided that, any determination of Stipulated Loss
Value as of a date occurring after the final Rent Payment Date with respect to
such item of equipment, shall be made as of such final Rent Payment Date.
<TABLE>
<CAPTION>
After Rent
Payment Number Percentage
-------------- ----------
<S> <C>
4 94.8491
5 92.2378
6 89.5967
7 86.9253
8 84.2234
9 81.4908
10 78.7271
11 75.9321
12 73.1054
13 70.2469
14 67.3561
15 64.4328
16 61.4768
17 58.4876
18 55.4650
19 52.4087
20 49.3184
21 46.1938
22 43.0345
23 39.8403
24 36.6108
25 32.5123
26 28.3780
27 24.2073
28 20.0000
</TABLE>
<PAGE>
ATHENA INTERNATIONAL LTD. LIABILITY CO.
DBA ATHENA INTERNATIONAL, LLC ,.
SITE: DENVER, COLORADO
LEASE PAYMENTS
ADDENDUM TO LEASE AGREEMENT DATED July 25, 1994 BETWEEN
TELECOMMUNICATIONS FINANCE GROUP AND
Athena International Ltd. Liability Co. dba Athena
International, LLC
<TABLE>
<S> <C> <C>
EFFECTIVE FEBRUARY 1, 1995 (60 MONTHLY LEASE PAYMENTS)
ORIGINAL VALUE OF EQUIPMENT $314,252.00
RATE FACTOR PER $1,000 $21.993
ORIGINAL MONTHLY LEASE PAYMENT $ 6,911.34
EFFECTIVE JUNE 1, 1995 (56 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION I $181,250.64
RATE FACTOR PER $1,000 $23.408
ADDITION I MONTHLY LEASE PAYMENT $ 4,242.71
TOTAL MONTHLY LEASE PAYMENT $11,154.05
EFFECTIVE SEPTEMBER l, 1996 (41 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION II $164,516.10
RATE FACTOR PER $1,000 $29.610
ADDITION II MONTHLY LEASE PAYMENT $ 4,871.32
TOTAL MONTHLY LEASE PAYMENT $16,025.37
EFFECTIVE JANUARY 1, 1997 (37 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION III $264,356.65
RATE FACTOR PER $1,000 $32.229
ADDITION III MONTHLY LEASE PAYMENT $ 8,519.95
TOTAL MONTHLY LEASE PAYMENT $24,545.32
EFFECTIVE FEBRUARY 1, 1997 (36 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION IV $ 68,015.31
RATE FACTOR PER $1,000 $32.976
ADDITION IV MONTHLY LEASE PAYMENT $ 2,242.87
TOTAL MONTHLY LEASE PAYMENT $26,788. 19
EFFECTIVE APRIL 1, 1997 (34 MONTHLY LEASE PAYMENTS REMAINING.)
ADDITION V $ 63,595.58
RATE FACTOR PER $1,000 $34.603
ADDITION V MONTHLY LEASE PAYMENT $ 2,200.60
TOTAL MONTHLY LEASE PAYMENT $28,988.79
EFFECTIVE MAY 1, 1997 (33 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION VI $ 87,896.85
RATE FACTOR PER $1,000 $35.020
ADDITION VI MONTHLY LEASE PAYMENT $ 3,078.15
TOTAL MONTHLY LEASE PAYMENT $32,066.94
</TABLE>
<PAGE>
ATHENA INTERNATIONAL LTD. LIABILITY CO.
DBA ATHENA INTERNATIONAL, LLC
SITE: DENVER, COLORADO
LEASE PAYMENTS (CONTINUED)
<TABLE>
<S> <C> <C>
EFFECTIVE JUNE l, 1997 (32 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION VII $89,193.68
RATE FACTOR PER $1,000 $35.965
ADDITION VII MONTHLY LEASE PAYMENT $3,207.85
TOTAL MONTHLY LEASE PAYMENT $35,274.79
EFFECTIVE JULY l, 1997 (31 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION VIII $58,013.66
RATE FACTOR PER $1,000 $36.971
ADDITION VIII MONTHLY LEASE PAYMENT $2,144.82
TOTAL MONTHLY LEASE PAYMENT $37,419.61
EFFECTIVE OCTOBER 1, 1997 (28 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION IX $93,500.00
RATE FACTOR PER $1,000 $40.423
ADDITION IX MONTHLY LEASE PAYMENT $3,779.55
TOTAL MONTHLY LEASE PAYMENT $41,199.16
EFFECTIVE DECEMBER 2, 1997, THE LEASE TERM IS EXTENDED FROM 60 TO 74 MONTHS
EFFECTIVE JANUARY 1, 1998 (39 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION X $220,193.11
LEASE PAYMENTS ARE AS FOLLOWS:
01/01/98- 03/01/98 $ -0-
04/01/98- 03/01/2001 $37,258.01
TOTAL VALUE OF EQUIPMENT $1,604.783.58
SUMMARY OF TOTAL LEASE PAYMENTS:
4 @ $ 6,911.34 = $ 27,645.36
15 @ $11,154.05 = $ 167,310.75
4 @ $16,025.37 = $ 64,101.48
1 @ $24,545.32 = $ 24,545.32
2 @ $26,788.19 = $ 53,576.38
1 @ $28,988.79 = $ 28,988.79
1 @ $32,066.94 = $ 32,066.94
1 @ $35,274.79 = $ 35,274.79
3 @ $37,419.61 = $ 112,258.83
3 @ $41,199.16 = $ 123,597.48
3 @ $ -0- = $ -0-
36 @ $37,258.01 = $1,341,288.36
-------------
60 $2,010,654.48
ACCEPTED BY:
----------------
DATE: March 7, 1998
----------------
</TABLE>
<PAGE>
Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE: Denver, Colorado
LEASE PAYMENTS:
ADDENDUM TO LEASE AGREEMENT DATED July 25, 1994 BETWEEN
TELECOMMUNICATIONS FINANCE GROUP AND
Athena International Ltd. Liability Co. dba Athena
International, LLC
<TABLE>
<S> <C> <C>
EFFECTIVE FEBRUARY 1, 1995 (60 MONTHLY LEASE PAYMENTS)
ORIGINAL VALUE OF EQUIPMENT $314,252.00
RATE FACTOR PER $1,000 $21.993
ORIGINAL MONTHLY LEASE PAYMENT $ 6,911.34
EFFECTIVE ]UNE 1, l995 (56 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION I $181,250.64
RATE FACTOR PER $1,000 $23.408
ADDITION I MONTHLY LEASE PAYMENT $ 4,242.71
TOTAL MONTHLY LEASE PAYMENT $11,154.05
EFFECTIVE SEPTEMBER 1, 1996 (41 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION II $164,516.10
RATE FACTOR PER $1,000 $29.610
ADDITION II MONTHLY LEASE PAYMENT $ 4,871.32
TOTAL MONTHLY LEASE PAYMENT $16,025.37
EFFECTIVE JANUARY 1, 1997 (37 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION III $264,356.65
RATE FACTOR PER $1,000 $32.229
ADDITION III MONTHLY LEASE PAYMENT $ 8,519.95
TOTAL MONTHLY LEASE PAYMENT $24,545.32
EFFECTIVE FEBRUARY 1, 1997 (36 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION IV $ 68,015.31
RATE FACTOR PER $1,000 $32.976
ADDITION IV MONTHLY LEASE PAYMENT $ 2,242.87
TOTAL MONTHLY LEASE PAYMENT $26,788.19
EFFECTIVE APRIL 1, 1997 (34 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION V $ 63,595.58
RATE FACTOR PER $1,000 $34.603
ADDITION V MONTHLY LEASE PAYMENT $ 2,200.60
TOTAL MONTHLY LEASE PAYMENT $28,988.79
EFFECTIVE MAY 1, 1997 (33 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION VI $ 87,896.85
RATE FACTOR PER $1,000 $35.020
ADDITION VI MONTHLY LEASE PAYMENT $ 3,078.15
TOTAL MONTHLY LEASE PAYMENT $32,066.94
</TABLE>
<PAGE>
ATHENA INTERNATIONAL LTD. LIABILITY CO.
DBA ATHENA INTERNATIONAL, LLC
SITE: DENVER, COLORADO
LEASE PAYMENTS {CONTINUED)
<TABLE>
<S> <C> <C>
EFFECTIVE JUNE 1, 1997 (32 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION VII $ 89,193.68
RATE FACTOR PER $1,000 $35.965
ADDITION VII MONTHLY LEASE PAYMENT $ 3,207.85
TOTAL MONTHLY LEASE PAYMENT $35,274.79
EFFECTIVE JULY 1, 1997 (31 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION VIII $ 58,013.66
RATE FACTOR PER $1,000 $36.971
ADDITION VIII MONTHLY LEASE PAYMENT $ 2,144.82
TOTAL MONTHLY LEASE PAYMENT $37,419.61
EFFECTIVE OCTOBER 1, 1997 (28 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION IX $ 93,500.00
RATE FACTOR PER $1,000 $40.423
ADDITION IX MONTHLY LEASE PAYMENT $ 3,779.55
TOTAL MONTHLY LEASE PAYMENT $41,199.16
TOTAL VALUE OF EQUIPMENT $1,384,590.47
SUMMARY OF TOTAL LEASE PAYMENTS:
4 @ $ 6,911.34 = $ 27,645.36
15 @$11,154.05=$ 167,310.75
4 @ $16,025.37 = $ 64,101.48
1 @ $24,545.32 = $ 24,545.32
2 @ $26,788.19 = $ 53,576.38
1 @ $28,988.79 = $ 28,988.79
1 @ $32,066.94 = $32,066.94
1 @ $35,274.79 = $ 35,274.79
3 @ $37,419.61 = $ 112,258.83
28 @ $41,199.16 = $1,153,576.48
60 $1,699,345.12
ACCEPTED BY:
-------------
DATE: 9/8/97
-------------
</TABLE>
<PAGE>
Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE: Denver, Colorado
LEASE PAYMENTS
ADDENDUM TO LEASE AGREEMENT DATED July 25, 1994 BETWEEN
TELECOMMUNICATIONS FINANCE GROUP AND
Athena International Ltd. Liability Co. dba Athena
International, LLC
<TABLE>
<S> <C> <C>
EFFECTIVE FEBRUARY l, 1995 (60 MONTHLY LEASE PAYMENTS)
ORIGINAL VALUE OF EQUIPMENT $314,252.00
RATE FACTOR PER $1,000 $21.993
ORIGINAL MONTHLY LEASE PAYMENT $ 6,911.34
EFFECTIVE JUNE 1, 1995 (56 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION I $181,250.64
RATE FACTOR PER $1,000 $23,408
ADDITION I MONTHLY LEASE PAYMENT $ 4,242.71
TOTAL MONTHLY LEASE PAYMENT $11,154.05
EFFECTIVE SEPTEMBER 1, 1996 (41 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION II $164,516.10
RATE FACTOR PER $1,000 $29.610
ADDITION II MONTHLY LEASE PAYMENT $ 4,871.32
TOTAL MONTHLY LEASE PAYMENT $16,025.37
EFFECTIVE JANUARY l, 1997 (37 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION III $264,356.65
RATE FACTOR PER $1,000 $32.229
ADDITION III MONTHLY LEASE PAYMENT $ 8,519.95
TOTAL MONTHLY LEASE PAYMENT $24,545.32
EFFECTIVE FEBRUARY 1, 1997 (36 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION IV $ 68,015.31
RATE FACTOR PER $1,000 $32.976
ADDITION IV MONTHLY LEASE PAYMENT $ 2,242.87
TOTAL MONTHLY LEASE PAYMENT $26,788.19
EFFECTIVE APRIL 1, 1997 (34 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION V $ 63,595.58
RATE FACTOR PER $1,000 $34.603
ADDITION V MONTHLY LEASE PAYMENT $ 2,200.60
TOTAL MONTHLY LEASE PAYMENT $28,988.79
EFFECTIVE MAY l, 1997 (33 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION VI $ 87,896.85
RATE FACTOR PER $1,000 $35.020
ADDITION VI MONTHLY LEASE PAYMENT $ 3,078.15
TOTAL MONTHLY LEASE PAYMENT $32,066.94
</TABLE>
<PAGE>
Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE: Denver, Colorado
LEASE PAYMENTS (CONTINUED)
<TABLE>
<S> <C> <C>
EFFECTIVE JUNE 1, 1997 (32 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION VII $ 89,193.68
RATE FACTOR PER $1,000 $35.965
ADDITION VII MONTHLY LEASE PAYMENT $ 3,207.85
TOTAL MONTHLY LEASE PAYMENT $35,274.79
EFFECTIVE JULY 1,1997 (31 MONTHLY LEASE PAYMENTS REMAINING ).
ADDITION VIII $ 58,013.66
RATE FACTOR PER $1,000 $36.971
ADDITION VIII MONTHLY LEASE PAYMENT $ 2,144.82
TOTAL MONTHLY LEASE PAYMENT $37,419.61
TOTAL VALUE OF EQUIPMENT $1,291.090.47
SUMMARY OF TOTAL LEASE PAYMENTS:
4 @ $ 6,911.34 = $ 27,645.36
15 @ $11,154.05 = $167,310.75
4 @ $16,025.37 = $ 64,101.48
1 @ $24,545.32 = $ 24,545.32
2 @ $26,788.19 = $ 53,576.38
1 @ $28,988.79 = $ 28,988.79
1 @ $32,066.94 = $ 32,066.94
1 @ $35,274.79 = $ 35,274.79
31 @ $37,419.61 = $1,160,007.91
-------------
60 $1,593,517.72
ACCEPTED BY:
-------------
</TABLE>
<PAGE>
Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE: Denver, Colorado
LEASE PAYMENTS
ADDENDUM TO LEASE AGREEMENT DATED July 25, 1994 BETWEEN
TELECOMMUNICATIONS FINANCE GROUP AND
Athena International Ltd.
Liability Co. dba Athena
International, LLC
<TABLE>
<S> <C> <C>
EFFECTIVE FEBRUARY 1, 1995 (60 MONTHLY LEASE PAYMENT)
ORIGINAL VALUE OF EQUIPMENT $314,252.00
RATE FACTOR PER $1,000 $21.993
ORIGINAL MONTHLY LEASE PAYMENT $ 6,911.34
EFFECTIVE JUNE 1, 1995 (56 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION I $181,250.64
RATE FACTOR PER $1,000 $23.408
ADDITION I MONTHLY LEASE PAYMENT $ 4,242.71
TOTAL MONTHLY LEASE PAYMENT $11,154.05
EFFECTIVE SEPTEMBER l, 1996 (41 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION II $164,516.10
RATE FACTOR PER $1,000 $29.610
ADDITION II MONTHLY LEASE PAYMENT $ 4,871.32
TOTAL MONTHLY LEASE PAYMENT $16,025.37
EFFECTIVE JANUARY 1, 1997 (37 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION III $264,356.65
RATE FACTOR PER $1,000 $32.229
ADDITION III MONTHLY LEASE PAYMENT $ 8,519.95
TOTAL MONTHLY LEASE PAYMENT $24,545.32
EFFECTIVE FEBRUARY 1, 1997 (36 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION IV $ 68,015.31
RATE FACTOR PER $1,000 $32.976
ADDITION IV MONTHLY LEASE PAYMENT $ 2,242.87
TOTAL MONTHLY LEASE PAYMENT $26,788.19
EFFECTIVE APRIL 1, 1997 (34 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION V $ 63,595.58
RATE FACTOR PER $1,000 $34.603
ADDITION V MONTHLY LEASE PAYMENT $ 2,200.60
TOTAL MONTHLY LEASE PAYMENT $28,988.79
EFFECTIVE MAY 1, 1997 (33 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION VI $ 87,896.85
RATE FACTOR PER $1,000 $35.020
ADDITION VI MONTHLY LEASE PAYMENT $ 3,078.15
TOTAL MONTHLY LEASE PAYMENT $32,066.94
</TABLE>
<PAGE>
Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE: Denver, Colorado
LEASE PAYMENTS (CONTINUED)
<TABLE>
<S> <C> <C>
EFFECTIVE JUNE 1, 1997 (32 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION VII $ 89,193.68
RATE FACTOR PER $1,000 $35.965
ADDITION VII MONTHLY LEASE PAYMENT $ 3,207.85
TOTAL MONTHLY LEASE PAYMENTS $35,274.79
TOTAL VALUE OF EQUIPMENT $1,233.076.81
SUMMARY OF TOTAL LEASE PAYMENTS:
4 @ $ 6,911.34 = $ 27,645.36
15 @ $11,154.05 = $ 167,310.75
4 @ $16,025.37 = $ 64,101.48
1 @ $24,545.32 = $ 24,545.32
2 @ $26,788.19 = $ 53,576.38
1 @ $28,988.79 = $ 28,988.79
1 @ $32,066.94 = $ 32,066.94
32 @ $35,274.79 = $1,128,793,28
60 $1,527,028.30
ACCEPTED BY:
-------------------
DATE:
-------------------
</TABLE>
<PAGE>
Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE: Denver, Colorado
LEASE PAYMENTS
ADDENDUM TO LEASE AGREEMENT DATED July 25, 1994 BETWEEN
TELECOMMUNICATIONS FINANCE GROUP AND
Athena International Ltd. Liability Co. dba Athena
International, LLC
<TABLE>
<S> <C> <C>
EFFECTIVE FEBRUARY 1, 1995 (60 MONTHLY LEASE PAYMENTS)
ORIGINAL VALUE OF EQUIPMENT $314,252.00
RATE FACTOR PER $1,000 $21.993
ORIGINAL MONTHLY LEASE PAYMENT $ 6,911.34
EFFECTIVE JUNE 1, 1995 (56 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION I $181,250.64
RATE FACTOR PER $1,000 $23.408
ADDITION I MONTHLY LEASE PAYMENT $ 4,242.71
TOTAL MONTHLY LEASE PAYMENT $11,154.O5
EFFECTIVE SEPTEMBER 1, 1996 (41 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION II $164,516.10
RATE FACTOR PER $1,000 $29.610
ADDITION II MONTHLY LEASE PAYMENT $ 4,871.32
TOTAL MONTHLY LEASE PAYMENT $16,025.37
EFFECTIVE JANUARY 1, 1997 (37 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION III $264,356.65
RATE FACTOR PER $1,000 $32.229
ADDITION III MONTHLY LEASE PAYMENT $ 8,519.95
TOTAL MONTHLY LEASE PAYMENT $24,545.32
EFFECTIVE FEBRUARY 1, 1997 (36 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION IV $ 68,015.31
RATE FACTOR PER $1,000 $32.976
ADDITION IV MONTHLY LEASE PAYMENT $ 2,242.87
TOTAL MONTHLY LEASE PAYMENT $26,788.19
EFFECTIVE APRIL 1, 1997 (34 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION V $ 63,595.58
RATE FACTOR PER $1,000 $34.603
ADDITION V MONTHLY LEASE PAYMENT $ 2,200.60
TOTAL MONTHLY LEASE PAYMENT $28,988.79
EFFECTIVE MAY 1, 1997 (33 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION VI $ 87,896.85
RATE FACTOR PER $1,000 $35.020
ADDITION VI MONTHLY LEASE PAYMENT $ 3,078.15
TOTAL MONTHLY LEASE PAYMENT $32,066.94
TOTAL VALUE OF EQUIPMENT $1,143,883.13
SUMMARY OF TOTAL LEASE PAYMENTS:
4 @ $ 6,911.34 = $ 27,645.36
15 @ $11,154.05 = $ 167,310.75
4 @ $16,025.37 = $ 64,101.48
1 @ $24,545.32 = $ 24,545.32
2 @ $26,788.19 = $ 53,576.38
1 @ $28,988.79 = $ 28,988.79
33 @ $32,066.94 = $1,058,209.02
-------------
60 $1,424,377.10
</TABLE>
ACCEPTED BY:
----------------
DATE: 3.31.97
----------------
<PAGE>
Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE: Denver, Colorado
LEASE PAYMENTS
ADDENDUM TO LEASE AGREEMENT DATED July 25, 1994 BETWEEN
TELECOMMUNICATIONS FINANCE GROUP AND
Athena International Ltd. Liability Co. dba Athena
International, LLC
<TABLE>
<S> <C> <C>
EFFECTIVE FEBRUARY 1, 1995 (60 MONTHLY LEASE PAYMENTS)
ORIGINAL VALUE OF EQUIPMENT $314,252.00
RATE FACTOR PER $1,000 $21.993
ORIGINAL MONTHLY LEASE PAYMENT $ 6,911.34
EFFECTIVE JUNE 1, 1995 (56 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION I $181,250.64
RATE FACTOR PER $1,000 $23.408
ADDITION I MONTHLY LEASE PAYMENT $ 4,242.71
TOTAL MONTHLY LEASE PAYMENT $11,154.05
EFFECTIVE SEPTEMBER 1, 1996 (41 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION II $164,516.10
RATE FACTOR PER $1,000 $29.610
ADDITION II MONTHLY LEASE PAYMENT $ 4,871.32
TOTAL MONTHLY LEASE PAYMENT $16,025.37
EFFECTIVE JANUARY 1, 1997 {37 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION III $264,356.65
RATE FACTOR PER S1,000 $32.229
ADDITION III MONTHLY LEASE PAYMENT $ 8,519.95
TOTAL MONTHLY LEASE PAYMENT $24,545.32
EFFECTIVE FEBRUARY 1, 1997 (36 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION IV $ 68,015.31
RATE FACTOR PER $1,000 $32.976
ADDITION IV MONTHLY LEASE PAYMENT $ 2,242.87
TOTAL MONTHLY LEASE PAYMENT $26,788.19
EFFECTIVE APRIL 1, 1997 (34 MONTHLY LEASE PAYMENTS REMAINING),
ADDITION V $ 63,595.58
RATE FACTOR PER $1,000 $34.603
ADDITION V MONTHLY LEASE PAYMENT $ 2,200.60
TOTAL MONTHLY LEASE PAYMENT $28,988.79
TOTAL VALUE OF EQUIPMENT $1,055,986.28
SUMMARY OF TOTAL LEASE PAYMENTS:
4 @ $ 6,911.34 = $ 27,645.36
15 @ $11,154.05 = $ 167,310.75
4 @ $16,025.37 = $ 64,101.48
1 @ $24,545.32 = $ 24,545.32
2 @ $26,788.19 = $ 53,576.38
34 @ $28,988.79 = $ 985,618.86
-------------
60 $1,322,798.15
ACCEPTED BY:
----------------
DATE: 2.26.97
----------------
</TABLE>
<PAGE>
Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE: Denver, Colorado
LEASE PAYMENTS
ADDENDUM TO LEASE AGREEMENT DATED July 25, 1994 BETWEEN
TELECOMMUNICATIONS FINANCE GROUP AND
Athena International Ltd. Liability Co. dba Athena
International, LLC
<TABLE>
<S> <C> <C>
EFFECTIVE FEBRUARY 1, 1995 (60 MONTHLY LEASE PAYMENTS)
ORIGINAL VALUE OF EQUIPMENT $314,252.00
RATE FACTOR PER $1,000 $21.993
ORIGINAL MONTHLY LEASE PAYMENT $ 6,911.34
EFFECTIVE JUNE 1, 1995 (56 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION I $181,250.64
RATE FACTOR PER $ 1,000 $23.408
ADDITION I MONTHLY LEASE PAYMENT $ 4,242.71
TOTAL MONTHLY LEASE PAYMENT $11,154.05
EFFECTIVE SEPTEMBER 1, 1996 (41 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION II $164,516.10
RATE FACTOR PER $1,000 $29.610
ADDITION II MONTHLY LEASE PAYMENT $ 4,871.32
TOTAL MONTHLY LEASE PAYMENT $16,025.37
EFFECTIVE JANUARY 1, 1997 (37 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION III $264,356.65
RATE FACTOR PER $1,000 $32.229
ADDITION III MONTHLY LEASE PAYMENT $ 8,519.95
TOTAL MONTHLY LEASE PAYMENT $24,545.32
EFFECTIVE FEBRUARY 1, 1997 (36 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION IV $ 68,015.31
RATE FACTOR PER $1,000 $32.976
ADDITION IV MONTHLY LEASE PAYMENT $ 2,242.87
TOTAL MONTHLY LEASE PAYMENT $26.788,19
TOTAL VALUE OF EQUIPMENT $992,390.70
SUMMARY OF TOTAL LEASE PAYMENTS:
4 @ $ 6,911.3 = $ 27,645.36
15 @ $11,154.05 = $ 167,310.75
4 @ $16,025.37 = $ 64,101.48
1 @ $24,545.32 = $ 24,545.32
36 @ $26,788.19 = $ 964,374.84
60 $1,247,977.75
ACCEPTED BY:
-----------------------
DATE: 1.17.97
-----------------------
</TABLE>
<PAGE>
Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE: Denver, Colorado
LEASE PAYMENTS
ADDENDUM TO LEASE AGREEMENT DATED July 25, 1994
BETWEEN TELECOMMUNICATIONS FINANCE GROUP AND
Athena International Ltd. Liability Co.
dba Athena International, LLC
<TABLE>
<S> <C> <C>
EFFECTIVE FEBRUARY 1, 1995 (60 MONTHLY LEASE PAYMENTS)
ORIGINAL VALUE OF EQUIPMENT $314,252.00
RATE FACTOR PER $1,000 $21.993
ORIGINAL MONTHLY LEASE PAYMENT $ 6,911.34
EFFECTIVE JUNE 1, 1995 (56 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION I $181,250.64
RATE FACTOR PER $1,000 $23.408
ADDITION I MONTHLY LEASE PAYMENT $ 4,242.71
TOTAL MONTHLY LEASE PAYMENT $11,154.05
EFFECTIVE SEPTEMBER 1, 1996 (41 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION II $164,516.10
RATE FACTOR PER $1,000 $29.610
ADDITION II MONTHLY LEASE PAYMENT $ 4,871.32
TOTAL MONTHLY LEASE PAYMENT $16,025.37
EFFECTIVE JANUARY 1, 1997 (37 MONTHLY LEASE PAYMENTS REMAINING).
ADDITION III $264,356.65
RATE FACTOR PER $1,000 $32.229
ADDITION III MONTHLY LEASE PAYMENT $ 8,519.95
TOTAL MONTHLY LEASE PAYMENT $24,545.32
TOTAL VALUE OF EQUIPMENT $924,375.39
SUMMARY OF TOTAL LEASE PAYMENTS:
4 @ $ 6,911.34 = $ 27,645.36
15 @ $11,154.05 = $ 167,310.75
4 @ $16,025.37 = $ 64,101.48
37 @ $24,545.32 = $ 908,176.84
60 $1,167,234.43
ACCEPTED BY:
----------------------------
DATE:
----------------------------
</TABLE>
<PAGE>
Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE: Denver, Colorado
LEASE PAYMENTS
ADDENDUM TO LEASE AGREEMENT DATED July 25, 1994
BETWEEN TELECOMMUNICATIONS FINANCE GROUP AND
Athena International Ltd. Liability Co.
dba Athena International, LLC
<TABLE>
<S> <C> <C>
EFFECTIVE FEBRUARY 1, 1995 (60 MONTHLY LEASE PAYMENTS)
ORIGINAL VALUE OF EQUIPMENT $314,252.00
RATE FACTOR PER $1,000 $21.993
ORIGINAL MONTHLY LEASE PAYMENT $ 6,911.34
EFFECTIVE JUNE 1, 1995 (56 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION I $181,250.64
RATE FACTOR PER $1,000 $23.408
ADDITION I MONTHLY LEASE PAYMENT $ 4,242.71
TOTAL MONTHLY LEASE PAYMENT $11,154.05
EFFECTIVE SEPTEMBER 1, 1996 (41 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION II $164,516.10
RATE FACTOR PER $1,000 $29.610
ADDITION II MONTHLY LEASE PAYMENT $ 4,871.32
TOTAL MONTHLY LEASE PAYMENT $16,025.37
TOTAL VALUE OF EQUIPMENT $660,018.74
SUMMARY OF TOTAL LEASE PAYMENTS:
4 @ $ 6,911.34 = $ 27,645.36
15 @ $11,154.05 = $167,310.75
41 @ $16,025.37 = $657,040.17
-----------
60 $851,996.28
ACCEPTED BY:
----------------------
DATE: July 30, 1996
----------------------
</TABLE>
<PAGE>
FEB 7 96 14:45 FROM FINANCE (ACCG/BUS AD) TO 915045227750 PAGE.003/020
Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE: Denver, Colorado
LEASE PAYMENTS
ADDENDUM TO LEASE AGREEMENT DATED July 25, 1994 BETWEEN
TELECOMMUNICATIONS FINANCE GROUP AND
Athena International Ltd. Liability Co.
dba Athena International, LLC
<TABLE>
<S> <C> <C>
EFFECTIVE FEBRUARY 1, 1995 (60 MONTHLY LEASE PAYMENTS)
ORIGINAL VALUE OF EQUIPMENT $314,252.00
RATE FACTOR PER $1,000 $21.993
ORIGINAL MONTHLY LEASE PAYMENT $ 6,911.34
EFFECTIVE JUNE 1, 1995-(56 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION I $181,250.64
RATE FACTOR PER $1,000 $23.408
ADDITION I MONTHLY LEASE PAYMENT $ 4,242.71
TOTAL MONTHLY LEASE PAYMENT $11,154.05
TOTAL VALUE OF EQUIPMENT $495,502.64
SUMMARY OF TOTAL LEASE PAYMENTS:
4 @ $ 6,911.34 = $ 27,64536
56 @ $11,154.05 = $624,626.80
-----------
60 $652,272.16
ACCEPTED BY:
---------------------
DATE: 2.8.96
---------------------
</TABLE>
<PAGE>
CERTIFICATE OF DELIVERY AND ACCEPTANCE
Commencement Date: August 2, 1996
THIS CERTIFICATE OF DELIVERY AND ACCEPTANCE is executed and delivered to
Telecommunications Finance Group ("Lessor") by Athena International Ltd.
Liability Co. dba Athena International, LLC ("Lessee") pursuant to and in
accordance with the Lease Agreement dated: July 25, 1994 between Lessor and
Lessee (the "Lease", the defined terms therein being used herein with their
defined meanings).
1. The Equipment covered by this Certificate consists of the items described
in Schedule 1 of Exhibit A of the Lease.
2. Lessee confirms that the items of Equipment covered hereby have been
delivered to it in good working order and condition, and have been
inspected and accepted by Lessee as of the Commencement Date set forth
above. Lessee hereby waives any right it may have under Section 2A-517 of
the Uniform Commercial Code or otherwise to revoke this acceptance for any
reason whatsoever, including but not limited to, (i) any assumption by
Lessee that a nonconformity would be cured, (ii) any inducement of
acceptance by the Lessors assurances or any difficulty to discover a
nonconformity before acceptance, or (iii) any Lessor default under the
Lease. Lessee further hereby waives its fights under 'Sections 2A-401 and
2A-402 of the Uniform Commercial Code to suspend performance of any of its
obligations under the Lease with respect to the Equipment hereby accepted.
3. Lessee confirms that such items of Equipment have been installed at: 910
15th Street, Suite 667, Denver, Colorado 80202-2928
4. The Lessors value of the items of Equipment covered hereby is set forth in
the Schedule 1 of Exhibit A. Lessee confirms that each installment of rent
payable is as defined by the rental rate factor per thousand dollars as
specified in Section 5 of the Lease.
5. Lessee hereby: (a) confirms that the items of Equipment covered hereby have
been inspected by Lessee, have been delivered in good working order and
condition and are of , the size, design, capacity and manufacture selected
by it and meet the provisions of the purchase order(s) with respect
thereto: and (b) irrevocably accepts said items of Equipment "as-is,
where-is" for all purposes of the Lease as of the Commencement Date set
forth above and shall pursue remedies to correct deficiencies, if any, in
said items of equipment under the manufacturers warranty provisions only.
6. Lessee hereby confirms: (i) that no Default or Event of Default is in
existence as of the Commencement Date set forth above, nor shall any
Default or Event of Default occur as a result of the lease by Lessee of the
Equipment specified here-in; and (ii) that all representations and
warranties of Lessee contained in the Lease or in any document or
certificate furnished Lessor in connection herewith, are true and correct
as of the Commencement Date set forth above with the same force and effect
as if made on such date.
<PAGE>
7. Lessee assumes sole responsibility for ensuring that the billing center can
correctly read call records. Lessee's responsibility includes reading daily
the automatic message/ticketing accounting system and/or polling systems
tape(s) by the billing system to ensure all ticket information is present.
Risk of loss for any revenue or profit associated therewith passes to
Lessee upon cutover of any hardware or software.
8. All of the terms, provisions and conditions of the Lease are hereby
incorporated herein and made a part hereof as if such terms, provisions and
conditions were set forth in full in this Certificate. By their execution
and delivery of this Certificate, the parties hereto reaffirm all of the
terms, provisions and conditions of the Lease.
IN WITNESS WHEREOF, Lessee has caused this Certificate to be executed by its
duly authorized officer as of the Commencement Date set forth above.
Refer S.O.# ADDITION II/EQUIPMENT Athena International Ltd. Liability Co.
dba Athena International, LLC (Lessee)
(Name & Title)
ACCEPTED BY:
TELECOMMUNICATIONS FINANCE GROUP
AS OF THE 15 DAY OF 1996
Authorized Representative of
Telecommunications Finance Group
<PAGE>
SCHEDULE 1 OF EXHIBIT A
(CERTIFICATE OF DELIVERY AND ACCEPTANCE)
EQUIPMENT DESCRIPTION
The items of personal property to be leased pursuant to this Lease Agreement,
dated as of July 25, 1994 between Telecommunications Finance Group, as Lessor,
and Athena International Ltd. Liability Co. dba Athena International, LLC, as
Lessee, are described below and in the attached equipment list(s):
<TABLE>
<S> <C> <C>
Number Description Amount
- ------ ------------- ---------------
DCO-481238 A Siemens Stromberg-Carlson $ 314,252.00
Digital Central Office Carrier Switch
Equipped and Wired for 1152 Digital
Pons (DCO-481238, Issue 1, Dated 05/19/94)
with a New Basic Release 12.1 CMF, A
Used AMA Frame, SS7 with 800 Portability,
SS7 Spares, One (1) Additional Pair of
"A" Links, International Operator Service,
and Route by ANI on any 700/800
Number Including Installation
TFG-95029 ADDITION I 181,250.64
TFG-96152 ADDITION II 164.516.10
TOTAL $ 660,018.74
</TABLE>
The above described equipment installed at:
910 15th Street, Suite 667, Denver, Colorado 80202-2928
ACCEPTED BY: ---------------------------
DATE: ---------------------------
Dated: July 25, 1994
Revised: April 24, 1995
Revised: July 23, 1996
<PAGE>
EQUIPMENT LIST #TFG-96152 DATED: July 23, 1996
COMPANY: Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION: II
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
PART NO/DESCRIPTION QUANTITY AMOUNT
- ------------------- --------
SS-C 1152 PORT
ADDITION PER DCO-681024,
ISSUE 3, DATED 02126/96
AND COST LINK PAIR SOFTWARE 003069 (S.O.#069395) AS FOLLOWS:
MATERIAL 1 LOT $123,857.00
INSTALLATION 10,500.00
SOFTWARE 14,450.00
FREIGHT 529.10
Third Party Vendor - Tele-Flex Systems
EQUIPMENT AS FOLLOWS: 1 LOT $ 15,180.00
6606 1.96 DISK DRIVE,
S/N'S CA2C12A/BA2C12A,
AA2C12A 3
6523 DEVICE CONTROLLER, S/N DA2C12A 1
TOTAL $164,516.10
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
Proposal No.: DCO-687024
SIEMENS Issue No.: 3
Stromberg-Carlson Date: February 26, 1996
Installation Site: Denver, CO
ITEM 01
817577-900 DTF Frame Assembly 1
817577-901 DS-1 Host CUA 6
817577-902 DS-1 Basic PWDAS 6
817560-626 T-1 Interface PWBA 48
207600-225 DTF Frame Package 1
207600-721 Card Guide 6
207800-079 Front Door Mounting 1
207800-080 Rear Door Mounting 1
207600-158 Right Door 2
207600-159 Left Door 2
827577-924 Base Mount Blower Assembly I
LTF-01
814574-992 Universal Service CUA 3
814574-995 Basic PWBAs 3
814571-686 Digital TMF Receiver PWBA 14
814572-576 Digital TMF Sender PWBA 3
814695-556 Digital DTMF Sender PWBA 3
814643-596 Digital DTMF Receiver PWBA 13
CMF
814095-616 Service Group Diag. PWBA 1
822003-596 1024 Port TSI PWBA 4
822002-526 TSI/PGH Interface PWBA 4
681024C0
</TABLE>
<PAGE>
Proposal No.: DCO-681024
SIEMENS Issue No.: 3
STROMBERG-CARLSON Date: February 26, 1996
Installation Site: Denver, CO
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
----------- ------------ ---
ITEM 01
<S> <C> <C> <C>
817577-900 DTF Frame Assembly 1
817577-901 DS-1 Host CUA 6
817577-902 DS-1 Basic PWDAS 6
817560-626 T-1 Interface PWBA 48
207600-225 DTF Frame Package 1
207600-721 Card Guide 6
207800-079 Front Door Mounting 1
207800-080 Rear Door Mounting 1
207600-158 Right Door 2
207600-159 Left Door 2
827577-924 Base Mount Blower Assembly I
LTF-01
------
814574-992 Universal Service CUA 3
814574-995 Basic PWBAs 3
814571-686 Digital TMF Receiver PWBA 14
814572-576 Digital TMF Sender PWBA 3
814695-556 Digital DTMF Sender PWBA 3
814643-596 Digital DTMF Receiver PWBA 13
CMF
---
814095-616 Service Group Diag. PWBA 1
822003-596 1024 Port TSI PWBA 4
822002-526 TSI/PGH Interface PWBA 4
</TABLE>
681024C0
- 1-
<PAGE>
SIEMENS Proposal No.: DCO:681024
Stromberg-Carlson Issue No.: 3
Date: February 26, 1996
Installation Site: Denver, CO
PART NUMBER DESCRIPTION QTY
----------- ----------- ---
ITEM 01 (Cont.)
CMF (Cont.)
-----------
207800-482 TSI/PGHGP Cable 4
822005-546 TPP 0 PWBA 2
822006-576 TPP 1 PWBA 2
822017-566 TPP 2 PWBA 2
822068-810 Diag. Grading Panel CCS-01 1
PRT
---
817576-938 Circuit Breaker 2
Miscellaneous
-------------
4-24419-0290 DSX Panel, ADC DSX-DR 19 2
.PJ716 Bantem Patch Cord 8
DOC-ADD Additions Documentation 1
ITEM 02
Additional A-Links
------------------
003069 CCS7 Line Pair Software 1
-2-
681024CO 2
<PAGE>
CERTIFICATE OF DELIVERY AND ACCEPTANCE
Commencement Date: December 2, 1996
THIS CERTIFICATE OF DELIVERY AND ACCEPTANCE is executed and delivered to
Telecommunications Finance Group ("Lessor") by Athena International Ltd.
Liability Co. dba Athena International, LLC ("Lessee") pursuant to and in
accordance with the Lease Agreement dated: July 25, 1994 between Lessor and
Lessee (the "Lease", the defined terms therein being used herein with their
defined meanings).
1. The Equipment covered by this Certificate consists of the items
described in Schedule I of Exhibit A of the Lease.
2. Lessee confirms that the items of Equipment covered hereby have been
delivered to it in good working order and condition, and have been
inspected and accepted by Lessee as of the Commencement Date set forth
above. Lessee hereby waives any right it may have under Section 2A-517
of the Uniform Commercial Code or otherwise to revoke this acceptance
for any reason whatsoever, including but not limited to, (i) any
assumption by Lessee that a nonconformity would be cured, (ii) any
inducement of acceptance by the Lessor's assurances or any difficulty
to discover a nonconformity before acceptance, or (iii) any Lessor
default under the Lease. Lessee further hereby waives its rights under
Sections 2A-401 and 2A-402 of the Uniform Commercial Code to suspend
performance of any of its obligations under the Lease with respect to
the Equipment hereby accepted.
3. Lessee confirms that such items of Equipment have been installed at:
910 15th Street, Suite 667, Denver, Colorado 80202-2928
4. The Lessor's value of the items of Equipment covered hereby is set
forth in the Schedule I of Exhibit A. Lessee confirms that each
installment of rent payable is as defined by the rental rate factor per
thousand dollars as specified in Section 5 of the Lease.
5. Lessee hereby: (a) confirms that the items of Equipment covered hereby
have been inspected by Lessee, have been delivered in good working
order and condition and are of the size, design, capacity and
manufacture selected by it and meet the provisions of the purchase
order(s) with respect thereto: and (b) irrevocably accepts said items
of Equipment "as-is, where-is" for all purposes of the Lease as of the
Commencement Date set forth above and shall pursue remedies to correct
deficiencies, if any, in said items of equipment under the
manufacturer's warranty provisions only.
6. Lessee hereby confirms: (i) that no Default or Event of Default is in
existence as of the Commencement Date set forth above, nor shall any
Default or Event of Default occur as a result of the lease by Lessee of
the Equipment specified here-in; and (ii) that all representations and
warranties of Lessee contained in the Lease or in any document or
certificate furnished Lessor in connection herewith, are true and
correct as of the Commencement Date set forth above with the same force
and effect as if made on such date.
TFGLA204-3.WPT
<PAGE>
7. Lessee assumes sole responsibility for ensuring that the billing center
can correctly read call records. Lessee's responsibility includes
reading daily the automatic message/ticketing accounting system and/or
polling systems tape(s) by the billing system to ensure all ticket
information is present. Risk of loss for any revenue or profit
associated therewith passes to Lessee upon cutover of any hardware or
software.
8. All of the terms, provisions and conditions of the Lease are hereby
incorporated herein and made a part hereof as if such terms, provisions
and conditions were set forth in full in this Certificate. By their
execution and delivery of this Certificate, the parties hereto reaffirm
all of the terms, provisions and conditions of the Lease.
IN WITNESS WHEREOF, Lessee has caused this Certificate to be executed
by its duly authorized officer as of the Commencement Date set forth above.
Refer S.O.# ADDITION III/EQUIPMENT Athena International Ltd. Liability Co.
--------------------- dba Athena International, LLC (Lessee)
LIST.#TFG-96181 By: /S/ Michael Landers
------------------------------------
Michael Landers, Exec. Managing Director
----------------------------------------
(Name & Title)
ACCEPTED BY:
TELECOMMUNICATIONS FINANCE GROUP
AS OF THE 31 DAY OF Jan 1997
-- --- --
By: /s/ C. C. Calloway
------------------------------------
----------------------------------------
Authorized Representative of
Telecommunications Finance Group
TFGLA204-4.WPT
<PAGE>
SCHEDULE I OF EXHIBIT A
(CERTIFICATE OF DELIVERY AND ACCEPTANCE)
EQUIPMENT DESCRIPTION
The items of personal property to be leased pursuant to this Lease Agreement,
dated as of July 25, 1994 between Telecommunications Finance Group, as Lessor,
and Athena International Ltd. Liability Co. dba Athena International, LLC, as
Lessee, are described below and in the attached equipment list(s):
<TABLE>
<CAPTION>
Equipment List
Number Description Amount
- ------ ----------- ------
<S> <C> <C>
DGO-481238 A Siemens Stromberg-Carlson $314,252.00
Digital Central Office Carrier Switch Equipped and
Wired for 1152 Digital Ports (DCO-481238, Issue 1,
Dated 05/19/94) with a New Basic Release 12.1 CMF, A
Used AMA Frame, SS7 with 800 Portability, SS7 Spares,
One (1) Additional Pair of "A" Links, International
Operator Service, and Route by ANI on any 700/800
Number Including Installation
TFG-95029 ADDITION I 181,250.64
TFG-96152 ADDITION II 164,516.10
TFG-96181 ADDITION III 264,356.65
-----------
TOTAL $924,375,39
===========
</TABLE>
The above described equipment installed at:
910 15th Street, Suite 667, Denver, Colorado 80202-2928
ACCEPTED BY: /s/ Michael Landers
--------------------------------
DATE: 12/18/96
--------------------------------
Dated: July 25, 1994
Revised: April 24, 1995
Revised: July 23, 1996
Revised: December 2, 1996
<PAGE>
EQUIPMENT LIST #TFG-96181 DATED: December 2, 1996
COMPANY: Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION: III
<TABLE>
<CAPTION>
PART NO./DESCRIPTION QUANTITY AMOUNT
- -------------------- -------- ------
<S> <C> <C>
SS-C
----
A FULLY EQUIPPED DTF-03 FRAME
(1152 PORTS) PER DCO-681108, ISSUE
1, DATED 06/24/96; ADDITIONAL POWER
SYSTEM; SERVICE CIRCUITS INCLUDING
INSTALLATION (S.O.#071044) 1 LOT $122,227.00
FREIGHT 2,339.72
Third Party Vendor- Telcom Products
-----------------------------------
EQUIPMENT AS FOLLOWS: 1 LOT 25,151.50
TELLABS 82.2532A ECHO CAN., S/N'S
S062195-S062210 16
TELLABS 81-235A SHELF, S/N'S 524757H,
480861/004, 554KKOK 3
FREIGHT 137.43
THIRD PARTY VENDOR -TTC
-----------------------
EQUIPMENT AS FOLLOWS: 1 LOT 13,486.00
TBERD-224 MAINFRAME, S/N 9495 1
T1/TF1/DDS BERT BUNDLE (41500) 1
G.821 PERFORMANCE OPTION 1
DSP BOARD OPTION 1
VF TESTING OPTION 1
SIGNALING OPTION 1
DIGIT ANALYSIS OPTION 1
DTM, DISTRIBUTED TEST MANAGER 1
FREIGHT 15.00
THIRD PARTY VENDOR- ACTION TELCOM
---------------------------------
(SEE ATTACHED EQUIPMENT LIST)
- -----------------------------
PRIMARY SYSTEM; SECONDARY SYSTEM;
AVAS SYSTEM; TCP/IP PACKAGE; NETPLAN
PACKAGE; REMOTE COMMUNICATIONS
PACKAGE INCLUDING INSTALLATION 1 LOT 101,000.00
----------
TOTAL $264,356.65
===========
</TABLE>
<PAGE>
SIEMENS Proposal No.: DCO-681108
Stromberg-Carlson Issue No.: 1
Date: June 24, 1996
Installation Site: Denver, CO
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
ITEM 01
DTF-03
------
817577-900 Frame M/G 1
817577-901 MG, DS-1 Host CUA 6
817557-902 MG, DS-1 Basic PWBA's 6
207600-225 Frame Weldment 1
207800-079 Package Assembly Front Door Mtg Hdw 1
207800-080 Package Assembly Rear Door Mtg Hdw 1
207600-158 Door Assembly, Right I/O 2
207600-159 Door Assembly, Left I/O 2
207600-721 PWBA Guide 6
817560-606 PWBA, T1 Interface 48
817577-917 MG Blower w/Fan Alarm, Base 1
CMF-00, CCS-03.
---------------
822068-811 Diag. Grading Panel 1
822003-596A PWBA, (2W) TSI HDI 4
822002-526 PWBA, TSI PGH I/F 4
207800-482 Cable Assembly (TSI/PGH) 4
822005-546A PWBA, (2W) TPP0 HDI 2
822006-566A PWBA, TPP1 (For Addition) 2
822017-556A PWBA, TPP2 (For Addition) 2
PRT-00
------
817576-938 Mod Group, Circuit Breaker 2
- 1-
<PAGE>
Proposal No.: SCO-681108
SIEMENS Issue No.: 1
Stromberg-Carlson Date: June 24. 1996
Installation Site: Denver, CO
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
<S> <C> <C>
ITEM 01 (Cont.)
Miscellaneous
-------------
DSX-DR19 Cross Connect Panel 2
DOC-ADD Additions Documentation 1
ITEM 02
DTF-04
------
817577-900 Frame M/G 1
817577-901 MG, DS1 Host CUA 6
817577-902 MG, Basics PWBAs DS1 CUA 6
207600-225 Frame Weldment 1
207800-079 Pkg Assy Front Door Mtg Hdw 1
207800-080 Pkg Assy Rear Door Mtg Hdw 1
207600-158 Door Assy, Right I/O 2
207600-159 Door Assy, Left I/O 2
207600-721 PWBA Guide 6
817560-606 PWBA, T1 Interface 48
817577-917 MG Blower w/Fan Alarm, Base 1
PRT-00
------
817576-938 Mod Group, Circuit Breaker 2
Miscellaneous
-------------
DSX-DR19 Cross Connect Panel 2
DOC-ADD Additions Documentation 1
</TABLE>
-2-
681108CO
<PAGE>
SIEMENS Proposal No.: DCO-681108
Issue No.: 1
Stromberg-Carlson Date: June 24, 1996
Installation Site: Denver, CO
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
<S> <C> <C>
ITEM 03
Power System Add On
4DDV85-19 Battery 765 Amp Hour
203352-580 Battery Charger, 100 Amp 1
NOTE: This additional power equipment is required for this addition, but is shown as an option for the Customer.
ITEM-04
814574-992 MG Service Circuit CUA 1
814574-995 PWBA Mod Group-Basic PWBA 1
207600-720 PWBA Guide 1
814742-536 PWBA, Univ Service Circuit 12
814695-556 PWBA (1W) DTMY Dig. Sender 3
814571-766 PWBA (1W) Rovr/Vact/Evact 5
814572-576 PWBA (1W) Dig. Sender TMF 2
NOTE: These Service Circuits are required dependent upon the percentage of SS7 use.
</TABLE>
- 3 -
681108CO
AUG-27-1996 20:21 3035950959 95% P.04
<PAGE>
ACTION TELCOM EQUIPMENT LIST
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
Key Make Model # Serial # I/O IRQ DDR STK
- --- ---- ------- -------- --- --- --- ---
PC ACER 9000 1900031490
KB ACER 6311K K6366281224P
MON ACER 7134T M3TP63201016
VC ATI MACH-64 O/B 9
HDC Adaptec AIC-7880P 722511 O/B ID=7 11
HD IBM DFHS MIAG3B46894 ID=0
HD IBM DFHS MIAG3B35970 ID=I
HD IBM DFHS MIAG3B32873 ID-3
FD Mitsumi (1,44) D359T5 3553179 6
FD Panasonic (1,2) JU-475-5-A67 00132626
TD Tandberg TDC-4222 4220528 ID=2
SL1 Digi Host Ad IP-09515816 P0000000
SL1 Digi Conc IP-50000585-01 SE7700798
X25 SWG SGX-D0000
X25 SWG SGX-Daughter
PRN Epson LP-870 4OU1134522 7
NET RACAL InterLan T2 0207011BBC1E 9
SER ACER Built-in COM 1 COM 2 4/3 3f8/2f8
CD SONY CDU765 5096166 ID-5
DIA AVAS Ver 2.50 D/21D-CG030890 5 D2000
P/S DELTA DPS-350EB 42613001347
I/P ADDRESS= 193.1.94.50 aidcpri aidcpri.a idc.com
MEMORY= 32 MB
SPEED= 166 MHZ
</TABLE>
<PAGE>
SOFTWARE: Primary System
<TABLE>
<CAPTION>
Key Make Serial # Activation Key #
- --- ---- -------- ----------------
<S> <C> <C> <C>
OS SCO UNIX sysV 2DH030846 etpp14df
DB SCO FoxPro Version 2.6
NAMS ATC NAMS II
TERM Century CSU151377 bbaanmph
NETCOM II net26106 X21f4ceff Ver. 4.5.3a
NOTES:
</TABLE>
<TABLE>
<CAPTION>
Key Make Model # Serial # I/O IRQ ADDR STK
--- ---- ------- -------- --- --- ---- ---
<S> <C> <C> <C> <C> <C> <C> <C>
PC ACER F520 HB 1900027152
KB ACER 6311-K K63661001190
MON ACER 7134T M3TP63201025
VC 0167823
HDC Adaptec O/B
HD LBM DORS-32160 11S46H6072ZIM002T0935 id=0
FD (1.44) D359T5 3546876
FD (1.2) F833B 346506
TD 42212493
X25 SWG 8GX 011151 15 D0000
HET RACAL PCI 0207011BEA64 10
SER ACER O/B COM 1 /COM2 4/3
I/P ADDRESS= 193.1.94.60
MEMORY= 16 MB
</TABLE>
SOFTWARE:
<TABLE>
<CAPTION>
Key Make Serial # Activation Key #
--- ---- -------- ----------------
<S> <C> <C> <C>
OS SCO UNIX sysV 2DH030858 arbvbtwh
NAMS ATC NAMS II
TERM Century CSU150065U3 1pomflii
</TABLE>
<PAGE>
CERTIFICATE OF DELIVERY AND ACCEPTANCE
Commencement Date: January 2, 1997
THIS CERTIFICATE OF DELIVERY AND ACCEPTANCE is executed and delivered to
Telecommunications Finance Group ("Lessor") by Athena International Ltd.
Liability Co. dba Athena International, LLC ("Lessee") pursuant to and in
accordance with the Lease Agreement dated July 25, 1994 between Lessor and
Lessee (the "Lease", the defined terms therein being used herein with their
defined meanings).
1. The' Equipment covered by this Certificate consists of the items
described in Schedule I of Exhibit A of the Lease.
2. Lessee confirms that the items of Equipment covered hereby have been
delivered to it in good working order and condition, and have been
inspected and accepted by Lessee as of the Commencement Date set forth
above. Lessee hereby waives any fight it may have under Section 2A-517
of the Uniform Commercial Code or otherwise to revoke this acceptance
for any reason whatsoever, including but not limited to, (i) any
assumption by Lessee that a nonconformity would be cured, (ii) any
inducement of acceptance by the Lessors assurances or any difficulty to
discover a nonconformity before acceptance, or (iii) any Lessor default
under the Lease. Lessee further hereby waives its fights under Sections
2A-401 and 2A-402 of the Uniform Commercial Code to suspend performance
of any of its obligations under the Lease with respect to the Equipment
hereby accepted.
3. Lessee confirms that such items of Equipment have been installed at:
910 15th Street, Suite 667, Denver, Colorado 80202-2928
4. The Lessors value of the items of Equipment covered hereby is set forth
in the Schedule I of Exhibit A. Lessee confirms that each installment
of rent payable is as defined by the rental rate factor per thousand
dollars as specified in Section 5 of the Lease.
5. Lessee hereby: (a) confirms that the items of Equipment covered hereby
have been inspected by Lessee, have been delivered in good working
order and condition and are of the size, design, capacity and
manufacture selected by it and meet the provisions of the purchase
order(s) with respect thereto: and (b) irrevocably accepts said items
of Equipment "as-is, where-is" for all purposes of the Lease as of the
Commencement Date set forth above and shall pursue remedies to correct
deficiencies, if any, in said items of equipment under the
manufacturer's warranty provisions only.
6. Lessee hereby confirms: (i) that no Default or Event of Default is in
existence as of the Commencement Date set forth above, nor shall any
Default or Event of Default occur as a result of the lease by Lessee of
the Equipment specified here-in; and (ii) that all representations and
warranties of Lessee contained in the Lease or in any document or
certificate furnished Lessor in connection herewith, are true and
correct as of the Commencement Date set forth above with the same force
and effect as if made on such date.
TFGLA204.2.WPT
<PAGE>
7. Lessee assumes sole responsibility for ensuring that the billing center
can correctly read call records. Lessee's responsibility includes
reading daily the automatic message/ticketing accounting system and/or
polling systems tape(s) by the billing system to ensure all ticket
information is present. Risk of loss for any revenue or profit
associated therewith passes to Lessee upon cutover of any hardware or
software.
8. All of the terms, provisions and conditions of the Lease are hereby
incorporated herein and made a part hereof as if such terms, provisions
and conditions were set forth in full in this Certificate. By their
execution and delivery of this Certificate, the parties hereto reaffirm
all of the terms, provisions and conditions of the Lease.
IN WITNESS WHEREOF, Lessee has caused this Certificate to be executed
by its duly authorized officer as of the Commencement Date set forth above.
Refer S.O.# ADDITION IV/EQUIPMENT Athena International Ltd. Liability Co.
--------------------- dba Athena International, LLC (Lessee)
LIST #TFG-97189 By: /s/ Michael Landers
------------------------------------
Michael Landers, Exec. Managing Dir.
---------------------------------------
(Name & Title)
ACCEPTED BY:
TELECOMMUNICATIONS FINANCE GROUP
AS OF THE [31] DAY OF [JANUARY] 19[97]
By: /s/ CC Calloway
---------------------------------------
---------------------------------------
Authorized Representative of
Telecommunications Finance Group
TFGLA204.3.WPT
<PAGE>
SCHEDULE I OF EXHIBIT A
(CERTIFICATE OF DELIVERY AND ACCEPTANCE)
EOUIPMENT DESCRIPTION
---------------------
The items of personal property to be leased pursuant to this Lease Agreement,
dated as of July 25, 1994 between Telecommunications Finance Group, as Lessor,
and Athena International Ltd. Liability Co. dba Athena International, LLC, as
Lessee, are described below and in the attached equipment list(s):
<TABLE>
<CAPTION>
Equipment List
Number Description Amount
- ------ ----------- ------
<S> <C> <C>
DCO-481238 A Siemens Stromberg-Carlson $314,252.00
Digital Central Office Carrier Switch Equipped and Wired for 1152
Digital Ports (DCO-481238, Issue I, Dated 05/19/94) with a New
Basic Release 12.1 CMF, A Used AMA Frame, SS7 with 800
Portability, SS7 Spares, One (1) Additional Pair of "A" Links,
International Operator Service, and Route by ANI on any 700/800
Number Including Installation
TFG-95029 ADDITION I 181,250.64
TFG-96152 ADDITION II 164,516.10
TFG-96181 ADDITION III 264,356.65
TFG-97189 ADDITION IV 68,015.31
---------
TOTAL $992,390.70
===========
</TABLE>
The above described equipment installed at:
910 15th Street, Suite 667, Denver, Colorado 80202-2928
ACCEPTED BY: /s/ Michael Landers
------------------------------------
DATE: 1.17.97
------------------------------------
Dated: July 25, 1994
Revised: April 24, 1995
Revised: July 23, 1996
Revised: December 2, 1996
Revised: January 13, 1997
TGGLA204-4WPT
<PAGE>
EQUIPMENT LIST #TFG-97 189 DATED: January 13, 1997
COMPANY: Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION: IV
<TABLE>
<CAPTION>
PART NO./DESCRIPTION QUANTITY AMOUNT
- -------------------- -------- ------
<S> <C> <C>
SS-C
- ----
DTF-03 FULLY EQUIPPED (S.O.#071045)
AS FOLLOWS:
MATERIAL 1 LOT $60,000.00
INSTALLATION 7,500.00
FREIGHT 515.31
------
TOTAL $68,015.31
==========
</TABLE>
TFGLA204-5.WPT
<PAGE>
Proposal NO.: DCO-681108
SIEMENS Issue No.: 1
Stromberg-Carlson Date: June 24, 1996
Installation Site: Denver, CO
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
<S> <C> <C>
ITEM 01 (Cont.)
Miscellaneous
-------------
DSX-DR19 Cross Connect Panel 2
DOC-ADD Additions Documentation 1
ITEM 02
DTF-04
------
817577-900 Frame M/G 1
817577-901 MG, DS1 Host CUA 6
817577-902 MG, Basics PWBAs DS1 CUA 6
207600-225 Frame Weldment 1
207800-079 Pkg Assy Front Door Mtg Hdw 1
207800-080 Pkg Assy Rear Door Mtg Hdw 1
207600-158 Door Assy, Right I/O 2
207600-159 Door Assy, Left I/O 2
207600-721 PWBA Guide 6
817560-606 PWBA, T1 Interface 48
817577-917 MG Blower w/Fan Alarm, Base 1
PRT-00
------
817576-938 Mod Group, circuit Breaker 2
Miscellaneous
-------------
DSX-DR19 Cross Connect Panel 2
DOC-ADD Additions Documentation 1
</TABLE>
-2-
681108CO
<PAGE>
CERTIFICATE OF DELIVERY AND ACCEPTANCE
Commencement Date: March 2, 1997
THIS CERTIFICATE OF DELIVERY AND ACCEPTANCE is executed and delivered to
Telecommunications Finance Group ("Lessor") by Athena International Ltd.
Liability Co. dba Athena International, LLC ("Lessee") pursuant to and in
accordance with the Lease Agreement dated: July 25, 1994 between Lessor and
Lessee (the "lease", the defined terms therein being used herein with their
defined meanings).
1. The Equipment covered by this Certificate consists of the items
described in Schedule 1 of Exhibit A of the Lease.
2. Lessee confirms that the items of Equipment covered hereby have been
delivered to it in good working order and condition, and have been
inspected and accepted by Lessee as of the Commencement Date set forth
above. Lessee hereby waives any fight it may have under Section 2A-517
of the Uniform Commercial Code or otherwise to revoke this acceptance
for any reason whatsoever, including but not limited to, (i) any
assumption by Lessee that a nonconformity would be cured, (ii) any
inducement of acceptance by the Lessors assurances or any difficulty to
discover a nonconformity before acceptance, or (iii) any Lessor default
under the Lease. Lessee further hereby waives its fights under Sections
2A-401 and 2A-402 of the Uniform Commercial Code to suspend performance
of any of its obligations under the Lease with respect to the Equipment
hereby accepted.
3. Lessee confirms that such items of Equipment have been installed at:
910 15th Street, Suite 667, Denver, Colorado 80202-2928
4. The Lessors value of the items of Equipment covered hereby is set forth
in the Schedule 1 of Exhibit A. Lessee confirms that each installment
of rent payable is as defined by the rental rate factor per thousand
dollars as specified in Section 5 of the Lease.
5. Lessee hereby: (a) confirms that the items of Equipment covered hereby
have been inspected by Lessee, have been delivered in good working
order and condition and are of the size, design, capacity and
manufacture selected by it and meet the provisions of the purchase
order(s) with respect thereto: and (b) irrevocably accepts said items
of Equipment "as-is, where-is" for all purposes of the Lease as of the
Commencement Date set forth above and shall pursue remedies to correct
deficiencies, if any, in said items of equipment under the
manufacturers warranty provisions only.
6. Lessee hereby confirms: (i) that no Default or Event of Default is in
existence as of the Commencement Date set forth above, nor shall any
Default or Event of Default occur as a result of the lease by Lessee of
the Equipment specified here-in; and (ii) that all representations and
warranties of Lessee contained in the Lease or in any document or
certificate furnished Lessor in connection herewith, are true and
correct as of the Commencement Date set forth above with the same force
and effect as if made on such date.
TFGLA204-2.WPT
<PAGE>
7. Lessee assumes sole responsibility for ensuring that the billing center
can correctly read call records. Lessee's responsibility includes
reading daily the automatic message/ticketing accounting system and/or
polling systems tape(s) by the billing system to ensure all ticket
information is present. Risk of loss for any revenue or profit
associated therewith passes to Lessee upon cutover of any hardware or
software.
8. All of the terms, provisions and conditions of the Lease are hereby
incorporated herein and made a part hereof as if such terms, provisions
and conditions were set forth in full in this Certificate. By their
execution and delivery of this Certificate, the parties hereto reaffirm
all of the terms, provisions and conditions of the Lease.
IN WITNESS WHEREOF, Lessee has caused this Certificate to be executed
by its duly authorized officer as of the Commencement Date set forth above.
Refer S.O.# ADDITION V/EQUIPMENT Athena International Ltd. Liability Co.
dba Athena International, LLC (Lessee)
LIST #TFG-97207
By: /s/ Michael Landers
------------------------------------
Michael Landers, President
---------------------------------------
(Name & Title)
ACCEPTED BY:
TELECOMMUNICATIONS FINANCE GROUP
AS OF THE [23] DAY OF [April] 19[97]
By: /s/ C.C. Calloway
------------------------------------
---------------------------------------
Authorized Representative of
Telecommunications Finance Group
<PAGE>
SCHEDULE 1 OF EXHIBIT A
(CERTIFICATE OF DELIVERY AND ACCEPTANCE)
EQUIPMENT DESCRIPTION
---------------------
The items of personal property to be leased pursuant to this Lease Agreement,
dated as of July 25, 1994 between Telecommunications Finance Group, as Lessor,
and Athena International Ltd. Liability Co. dba Athena International, LLC, as
Lessee, are described below and in the attached equipment list(s):
<TABLE>
<CAPTION>
Equipment List
Number Description Amount
- ------ ----------- ------
<S> <C> <C>
DCO-481238 A Siemens Stromberg-Carlson $314,252.00
Digital Central Office Carrier Switch Equipped and
Wired for 1152 Digital Ports (DCO-481238, Issue 1,
Dated 05/19/94) with a New Basic Release 12.1 CMF, A
Used AMA Frame, SS7 with 800 Portability, SS7 Spares,
One (1) Additional Pair of "A" Links, International
Operator Service, and Route by ANI on any 700/800
Number Including Installation
TFG-95029 ADDITION I 181,250.64
TFG-96152 ADDITION II 164,516.10
TFG-96181 ADDITION III 264,356.65
TFG-97189 ADDITION IV 68,015.31
TFG-97207 ADDITION V 63,595.58
-------------
TOTAL $1,055,986.28
=============
</TABLE>
The above described equipment installed at:
910 15th Street, Suite 667, Denver, Colorado 80202-2928
ACCEPTED BY: /s/ Michael Landers
---------------------------------
DATE: 2.26.97
---------------------------------------
Dated: July 25, 1994
Revised: April 24, 1995
Revised: July 23, 1996
Revised: December 2, 1996
Revised: January 13, 1997
Revised: February 25, 1997
<PAGE>
EQUIPMENT LIST 0207 DATED: February 25, 1997
COMPANY: Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION: V
<TABLE>
<CAPTION>
PART NO./DESCRIPTION QUANTITY AMOUNT
- -------------------- -------- ------
<S> <C> <C>
SS-C
----
2 EJH PROCESSORS WITH 1 SPARE
PER DCO-745002, ISSUE 01, DATED
10/17/96 (S.O.#071522) AS FOLLOWS:
MATERIAL 1 LOT $30,420.00
INSTALLATION 2,000.00
FREIGHT 25.58
1 A-LINK PAIR FEATURE #003069
(S.O.#071802) AS FOLLOWS:
MATERIAL 1 LOT 7,170.00
SCAT 330.00
THIRD PARTY VENDOR- TELEFLEX
P133-4 INTELINK W/4 DIALOGIC BOARDS 1 23,650.00
---------
TOTAL $63,595.58
==========
</TABLE>
TFGLA204-5.WPT
<PAGE>
CERTIFICATE OF DELIVERY AND ACCEPTANCE
Commencement Date: April 2, 1997
THIS CERTIFICATE OF DELIVERY AND ACCEPTANCE is executed and delivered to
Telecommunications Finance Group ("Lessor") by Athena International Ltd.
Liability Co. dba Athena International, LLC ("Lessee") pursuant to and in
accordance with the Lease Agreement dated: July 25, 1994 between Lessor and
Lessee (the "Lease", the defined terms therein being used herein with their
defined meanings).
1. The Equipment covered by this Certificate consists of the items described
in Schedule I Of Exhibit A of the Lease.
2. Lessee confirms that the items of Equipment covered hereby have been
delivered to it in good working order and condition, and have been
inspected and accepted by Lessee as of the Commencement Date set forth
above. Lessee hereby waives any right it may have under Section 2A-517 of
the Uniform Commercial Code or otherwise to revoke this acceptance for any
reason whatsoever, including but not limited to, (i) any assumption by
Lessee that a nonconformity would be cured, (ii) any inducement of
acceptance by the Lessor's assurances or any difficulty to discover a
nonconformity before acceptance, or (iii) any Lessor default under the
Lease. Lessee further hereby waives its rights under Sections 2A-401 and
2A-402 of the Uniform Commercial Code to suspend performance of any of its
obligations under the Lease with respect to the Equipment hereby accepted.
3. Lessee confirms that such items of Equipment have been installed at: 910
15th Street, Suite 667, Denver, Colorado 80202-2928
4. The Lessors value of the items of Equipment covered hereby is set forth in
the Schedule 1 of Exhibit A. Lessee confirms that each installment of rent
payable is as defined by the rental rate factor per thousand dollars as
specified in Section 5 of the Lease.
5. Lessee hereby: (a) confirms that the items of Equipment covered hereby
.have been , inspected by Lessee, have been delivered in good working order
and condition and are of the size, design, capacity and manufacture
selected by it and meet the provisions of the purchase order(s) with
respect thereto: and (b) irrevocably accepts said items of Equipment
"as-is, where-is" for all purposes of the Lease as of the Commencement Date
set forth above and shall pursue remedies to correct deficiencies, if any,
in said items of equipment under the manufacturer's warranty provisions
only.
6. Lessee hereby confirms: (i) that no Default or Event of Default is in
existence as of the Commencement Date set forth above, nor shall any
Default or Event of Default occur as a result of the lease by Lessee of the
Equipment specified here-in; and (ii) that all representations and
warranties of Lessee contained in the Lease or in any document or
certificate furnished Lessor in connection herewith, are true and correct
as of the Commencement Date set forth above with the same force and effect
as if made on such date.
<PAGE>
7. Lessee assumes sole responsibility for ensuring that the billing center
can correctly read call records. Lessee's responsibility includes
reading daily the automatic message/ticketing accounting system and/or
polling systems tape(s) by the billing system to ensure all ticket
information is present. Risk of loss for any revenue or profit
associated therewith passes to Lessee upon cutover of any hardware or
software.
8. All of the terms, provisions and conditions of the Lease are hereby
incorporated herein and made a part hereof as if such terms, provisions
and conditions were set forth in full in this Certificate. By their
execution and delivery of this Certificate, the parties hereto reaffirm
all of the terms, provisions and conditions of the Lease.
IN WITNESS WHEREOF, Lessee has caused this Certificate to be executed
by its duly authorized officer as of the Commencement Date set forth above.
Refer S.O.# ADDITION VI/EQUIPMENT Athena International Ltd. Liability Co.
--------------------- dba Athena International, LLC (Lessee)
By: /s/ Michael Landers
---------------------------------------
Michael Landers, President
---------------------------------------
(Name & Title)
ACCEPTED BY:
TELECOMMUNICATIONS FINANCE GROUP
AS OF THE [23] DAY OF [April] 19[97]
By: /s/ C.C. Calloway
---------------------------------------
---------------------------------------
Authorized Representative of
Telecommunications Finance Group
TFGLA204.3.WPT
<PAGE>
SCHEDULE 1 OF EXHIBIT A
(CERTIFICATE OF DELIVERY AND ACCEPTANCE)
EQUIPMENT DESCRIPTION
---------------------
The items of personal property to be leased pursuant to this Lease Agreement,
dated as of July 25, 1994 between Telecommunications Finance Group, as Lessor,
and Athena International Ltd. Liability Co. dba Athena International, LLC, as
Lessee, are described below and in the attached equipment list(s):
<TABLE>
<CAPTION>
Equipment List
Number Description Amount
- ------ ----------- ------
<S> <C> <C>
DCO-481238 A Siemens Stromberg-Carlson $314,252.00
Digital Central Office Carrier Switch Equipped and
Wired for 1152 Digital Ports (DCO-481238, Issue 1,
Dated 05/19/94) with a New Basic Release 12.1 CMF, A
Used AMA Frame, SS7 with 800 Portability, SS7 Spares,
One (1) Additional Pair of "A" Links, International
Operator Service, and Route by ANI on any 700/800
Number Including Installation
TFG-95029 ADDITION I 181,250.64
TFG-96152 ADDITION II 164,516.10
TFG-96181 ADDITION III 264,356.65
TFG-97189 ADDITION IV 68,015.31
TFG-97207 ADDITION V 63,595.58
TFG-97216 ADDITION VI 87,896.85
---------
TOTAL $1,143,883.13
=============
</TABLE>
The above described equipment installed at:
910 15th Street, Suite 667, Denver, Colorado 80202-2928
ACCEPTED BY: /s/ Michael Landers
---------------------------------
DATE: 3-31-97
---------------------------------------
Dated: July 25, 1994
Revised: April 24, 1995
Revised: July 23, 1996
Revised: December 2, 1996
Revised: January 13, 1997
Revised: February 25, 1997
Revised: March 25, 1997
<PAGE>
EQUIPMENT LIST #TFG-97216 DATED: March 25, 1997
COMPANY: Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION: VI
<TABLE>
<CAPTION>
PART NO./DESCRIPTION QUANTITY AMOUNT
- -------------------- -------- ------
<S> <C> <C>
SS-C
- ----
AN UPGRADE TO RELEASE 14.0 PER
DCO-681152, ISSUE 01, DATED 08/19/96
(S.O. #071521 ) 1 LOT $15,000.00
ONE COMMON CONTROL SECTOR
ADD PER DCO-781001, ISSUE 01, DATED
10/02/96 (S.O.#071523) AS FOLLOWS:
MATERIAL 1 LOT 19,730.00
INSTALLATION 3,000.00
FREIGHT 84.10
200 AMP DISTRIBUTION PANEL WITH BUS BAR, CABLES, 10-10 AMP BREAKERS PER
DCO-710002, ISSUE 01, DATED 10/28/96 (S.O.#071801) AS FOLLOWS:
MATERIAL 1 LOT 1,360.00
INSTALLATION 2,200.00
FREIGHT 44.75
REAL TIME ANI FEATURE #823435
(S.O.#071805) 1 LOT 26,666.00
THIRD PARTY VENDOR - CIBER NETWORK
EQUIPMENT AS FOLLOWS: 1 LOT 19,767.00
D4841A/LH PRO 6/200, S/N SG63400748 1
D3583C/4.2GB F/W HOT SWAP HDD 4
D4295A/32MB DIMM MEMORY UPGRADE 1
JC-14WIVMA/MSYNC C400, 14, 128ONI.,
28D, 60HZ 1
J317lA/10/100 TX PCI ADAPTER 2
D4921A/REDUNDANT POWER SUPPLY 1
N3-IL40-U/INOCULAN, 4.0, SRVR, UNLTD
USERS 1
ILWS-41-1/INOCULAN FOR CLIENT-SINGLE
WORKSTATION 1
00662644127330/NW 3.12 50 USER UPG TO
4.11 INTRNW 1OOU 1
SHIPPING COST 45.00
-----
TOTAL $87,896.85
==========
</TABLE>
TFGLA204.5.WPT
<PAGE>
SIEMENS
Stromberg-Carlson
Installation Site: Denver, CO
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
ITEM 01
CCS - 03
822068-811 Diag. Grading Panel 1
822003-596A PVVBA, (2VV) TSI HDI 4
822002-526 PWBA, TSI PGH I/F 4
207800-482 Cable Assembly (TSI PGH) 4
822005-546A PVVBA, (2VV) TPPO HDI 2
822006-566A PWBA TPP1 (For Addition) 2
822017-556A PWBA TPP2 (For Addition) 2
DOC-ADD Additions Documentation 1
781001CO/1: 10/02/96
<PAGE>
CERTIFICATE OF DELIVERY AND ACCEPTANCE
Commencement Date: May 2, 1997
THIS CERTIFICATE OF DELIVERY AND ACCEPTANCE is executed and delivered to
Telecommunications Finance Group ("Lessor") by Athena International Ltd.
Liability Co. dba Athena International, LLC ("Lessee") pursuant to and in
accordance with the Lease Agreement dated: July 25, 1994 between Lessor and
Lessee (the "Lease", the defined terms therein being used herein with their
defined meanings).
1. The Equipment covered by this Certificate consists of the items
described in Schedule 1 of Exhibit A of the Lease.
2. Lessee confirms that the items of Equipment covered hereby have been
delivered to it in good working order and condition, and have been
inspected and accepted by Lessee as of the Commencement Date set forth
above. Lessee hereby waives any fight it may have under Section 2A-517
of the Uniform Commercial Code or otherwise to revoke this acceptance
for any reason whatsoever, including but not limited to, (i) any
assumption by Lessee that a nonconformity would be cured, (ii) any
inducement of acceptance by the Lessor's assurances or any difficulty
to discover a nonconformity before acceptance, or (iii) any Lessor
default under the Lease. Lessee further hereby waives its rights under
Sections 2A-401 and 2A-402 of the Uniform Commercial Code to suspend
performance of any of its obligations under the Lease with respect to
the Equipment hereby accepted.
3. Lessee confirms that such items of Equipment have been installed at:
910 15th Street, Suite 667, Denver, Colorado 80202-2928
4. The Lessor's value of the items of Equipment covered hereby is set
forth in the Schedule 1 of Exhibit A. Lessee confirms that each
installment of rent payable is as defined by the rental rate factor
per thousand dollars as specified in Section 5 of the Lease.
5. Lessee hereby: (a) confirms that the items of Equipment covered hereby
have been inspected by Lessee, have been delivered in good working
order and condition and are of the size, design, capacity and
manufacture selected by it and meet the provisions of the purchase
order(s) with respect thereto: and (b) irrevocably accepts said items
of Equipment "as-is, where-is" for all purposes of the Lease as of the
Commencement Date set forth above and shall pursue remedies to correct
deficiencies, if any, in said items of equipment under
the manufacturer's warranty provisions only.
6. Lessee hereby confirms: (i) that no Default or Event of Default is in
existence as of the Commencement Date set forth above, nor shall any
Default or Event of Default occur as a result of the lease by Lessee of
the Equipment specified here-in; and (ii) that all representations and
warranties of Lessee contained in the Lease or in any document or
certificate furnished Lessor in connection herewith, are true and
correct as of the Commencement Date set forth above with the same force
and effect as if made on such date.
<PAGE>
7. Lessee assumes sole responsibility for ensuring that the billing center
can correctly read call records. Lessee's responsibility includes
reading daily the automatic message/ticketing accounting system and/or
polling systems tape(s) by the billing system to ensure all ticket
information is present. Risk of loss for any revenue or profit
associated therewith passes to Lessee upon cutover of any hardware or
software.
8. All of the terms, provisions and conditions of the Lease are hereby
incorporated herein and made a part hereof as if such terms, provisions
and conditions were set forth in full in this Certificate. By their
execution and delivery of this Certificate, the parties hereto reaffirm
all of the terms, provisions and conditions of the Lease.
IN WITNESS WHEREOF, Lessee has caused this Certificate to be executed
by its duly authorized officer as of the Commencement Date set forth above.
Refer S.O.# ADDITION VII/EQUIPMENT Athena International Ltd. Liability Co.
LIST # TFG-97242 dba Athena International, LLC (Lessee)
- ------------------- By: /s/
--------------------------------
Michael T. Landers
--------------------------------
(Name & Title)
ACCEPTED BY:
TELECOMMUNICATIONS FINANCE GRUOP
AS OF THE 11 DAY OF July 1997
By: /s/
--------------------------------
Authorized Representative of
Telecommunications Finance Group
<PAGE>
SCHEDULE I OF EXHIBIT A
(CERTIFICATE OF DELIVERY AND ACCEPTANCE)
EOUIPMENT DESCRIPTION
The items of personal property to be leased pursuant to this Lease Agreement,
dated as of July 25, 1994 between Telecommunications Finance Group, as Lessor,
and Athena International Ltd. Liability Co. dba Athena International, LLC, as
Lessee, are described below and in the attached equipment list(s):
Equipment List
<TABLE>
<CAPTION>
<S> <C> <C>
Number Description Amount
--------- ----------- ------
DCO-481238 A Siemens Stromberg-Carlson $314,252.00
Digital Central Office Carrier Switch Equipped and
Wired for I 152 Digital Ports (DCO-481238, Issue 1,
Dated 05/19/94) with a New Basic Release 12.1 CMF, A
Used AMA Frame, SS7 with 800 Portability, SS7 Spares,
One (1) Additional Pair of "A" Links, International
Operator Service, and Route by ANI on any 700/800
Number Including Installation
TFG-95029 ADDITION I 181,250.64
TFG-96152 ADDITION II 164,516.10
TFG-96181 ADDITION III 264,356.65
TFG-97189 ADDITION IV 68,015.31
TFG-97207 ADDITION V 63,595.58
TFG-97216 ADDITION VI 87,896.85
TFG-97242 ADDITION VII 89.193.68
-------------
TOTAL $1,233,076.81
===== =============
</TABLE>
The above described equipment installed at:
910 15th Street, Suite 667, Denver, Colorado 80202-2928
ACCEPTED BY: /s/
----------------------
DATE: 5-12-97
-----------------------------
Dated: July 25, 1994
Revised: April 24, 1995
Revised: July 23, 1996
Revised: December 2, 1996
Revised: January 13, 1997
Revised: February 25, 1997
Revised: March 25, 1997
Revised: May 7, 1997
<PAGE>
<TABLE>
<S> <C> <C>
EQUIPMENT LIST #TFG-97242 DATED: May 7, 1997
COMPANY: Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION: VII
PART NO./DESCRIPTION QUANTITY AMOUNT
- -------------------- ---------- --------
SS-C
------
A FULLY EQUIPPED DTF-04 FRAME
PER DCO-710015, DATED 01/23/97
(S.O.#071631) AS FOLLOWS:
MATERIAL 1 LOT 60,787.00
INSTALLATION 9,100.00
FREIGHT 590.51
HENDRY FUSE PANEL PER DCO-710008,
ISSUE 02, DATED 12/06/96 (S.O.#071982)
AS FOLLOWS:
MATERIAL 1 LOT 1,732.00
LABOR 1,900.00
FREIGHT 84.17
TOLL FREE NUMBER EXPANSION (S.O.#072119) 1 LOT 15,000.00
----------
TOTAL $89,193.68
==========
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
SIEMENS
Stromberg-Carlson
INSTALLATION SITE: DENVER, CO
PART NUMBER DESCRIPTION QTY
------------ ------------ -----
ITEM 01
DTF-O4 Frame Addition
---------------------
817577-900 Frame MG 1
817577-901 MG, DS1 Host CUA 6
817577-902 MG, Basics PWBAs DS1 CUA 6
207600-225 Frame Weldment 1
207800-079 Pkg Assy Front Door Mtg Hardware 1
207800-080 Pkg Assy Rear Door Mtg Hardware 1
207600-158 Door Assembly, Right I/O 2
207600-159 Door Assembly, Left I/O 2
207600-721 PWBA Guide 6
817560-606 PWBA, T1 Interface 48
817577-917 MG Blower w/Fan Alarm, Base 1
PRT-00
-------
817576-938 Mod Group, Circuit Breaker 2
</TABLE>
710015CO/1: 01/23/97 -1 -
<PAGE>
<TABLE>
<S> <C> <C> <C>
SIEMENS
Stromberg-Carlson
INSTALLATION SITE: DENVER, CO
PART NUMBER DESCRIPTION QTY
------------ ------------ ---
ITEM 01 (CONT.)
Miscellaneous
-------------
DSX-DR19 Cross Connect Panel 2
202975-592 Relay Rack (Lorain) 1
DOC-ADD Additions Documentation 1
ITEM 02
LTF-01 Frame Addition
---------------------
814574-900 MG Basic Frame Assy, LTF 1
814574-901 MG Supervisory Panel Assy 1
814574-904 MG Pkg Assy, Ejector Bar, Top 1
814574-903 Mod Group Term Assy Power 1
207600-720 PWBA Guide 1
207600-210 Pkg Assy, Frame Weldment 1
207600-014 Pkg Assy, LTF Term Block EMC 1
814574-992 MG Service Circuit CUA 1
814574-995 PWBA Mod Group-Basic PWBA 1
207600-160 Pkg Assy Front Door Mtg Hdw 1
207600-471 Pkg Assy Rear Door Mtg Hdw 1
</TABLE>
710015CO/1: 01/23/97 -2-
<PAGE>
CERTIFICATE OF DELIVERY AND ACCEPTANCE
Commencement Date: June 2, 1997
THIS CERTIFICATE OF DELIVERY AND ACCEPTANCE is executed and delivered to
Telecommunications Finance Group ("Lessor") by Athena International Ltd.
Liability Co. dba Athena International, LLC ("Lessee") pursuant to and in
accordance with the Lease Agreement dated: July 25, 1994 between Lessor and
Lessee (the "Lease", the defined terms therein being used herein with their
defined meanings).
1. The Equipment covered by this Certificate consists of the items
described in Schedule 1 of Exhibit A of the Lease.
2. Lessee confirms that the items of Equipment covered hereby have been
delivered to it in good working order and condition, and have been
inspected and accepted by Lessee as of the Commencement Date set forth
above. Lessee hereby waives any right it may have under Section 2A-517
of the Uniform Commercial Code or otherwise to revoke this acceptance
for any reason whatsoever, including but not limited to, (i) any
assumption by Lessee that a nonconformity would be cured, (ii) any
inducement of acceptance by the Lessor's assurances or any difficulty
to discover a nonconformity before acceptance, or (iii) any Lessor
default under the Lease. Lessee further hereby waives its fights under
Sections 2A-401 and 2A-402 of the Uniform Commercial Code to suspend
performance of any of its obligations under the Lease with respect to
the Equipment hereby accepted.
3. Lessee confirms that such items of Equipment have been installed at:
910 15th Street, Suite 667, Denver, Colorado 80202-2928
4. The Lessor's value of the items of Equipment covered hereby is set
forth in the Schedule I of Exhibit A. Lessee confirms that each
installment of rent payable is as defined by the rental rate factor per
thousand dollars as specified in Section 5 of the Lease.
5. Lessee hereby: (a) confirms that the items of Equipment covered hereby
have been inspected by Lessee, have been delivered in good working
order and condition and are of the size, design, capacity and
manufacture selected by it and meet the provisions of the purchase
order(s) with respect thereto: and (b) irrevocably accepts said items
of Equipment "as-is, where-is" for all purposes of the Lease as of the
Commencement Date set forth above and shall pursue remedies to correct
deficiencies, if any, in said items of equipment under the
manufacturer's warranty provisions only.
6. Lessee hereby confirms: (i) that no Default or Event of Default is in
existence as of the Commencement Date set forth above, nor shall any
Default or Event of Default occur as a result of the lease by Lessee of
the Equipment specified here-in; and (ii) that all representations and
warranties of Lessee contained in the Lease or in any document or
certificate furnished Lessor in connection herewith, are true and
correct as of the Commencement Date set forth above with the same force
and effect as if made on such date.
TFGLA204.2.WPT
<PAGE>
7. Lessee assumes sole responsibility for ensuring that the billing center
can correctly read call records. Lessee's responsibility includes
reading daily the automatic message/ticketing accounting system and/or
polling systems tape(s) by the billing system to ensure all ticket
information is present. Risk of loss for any revenue or profit
associated therewith passes to Lessee upon cutover of any hardware or
software.
8. All of the terms, provisions and conditions of the Lease are hereby
incorporated herein and made a part hereof as if such terms, provisions
and conditions were set forth in full in this Certificate. By their
execution and delivery of this Certificate, the parties hereto reaffirm
all of the terms, provisions and conditions of the Lease.
IN WITNESS WHEREOF, Lessee has caused this Certificate to be executed
by its duly authorized officer as of the Commencement Date set forth above.
Refer S.O.# ADDITION VIII/EOUIPMENT Athena International Ltd. Liability Co.
dba Athena International, LLC (Lessee)
LIST #TFG-97253 By: /s/
-----------------------
Michael Landers, Pres.
-----------------------
(Name & Title)
ACCEPTED BY:
TELECOMMUNICATIONS FINANCE GROUP
AS OF THE 11 DAY OF July 1997
By: /s/
----------------------------
----------------------------
Authorized Representative of
Telecommunications Finance Group
TFGLA204.3.WPT
<PAGE>
SCHEDULE 1 OF EXHIBIT A
(CERTIFICATE OF DELIVERY AND ACCEPTANCE)
EQUIPMENT DESCRIPTION
The items of personal property to be leased pursuant to this Lease Agreement,
dated as of July 25, 1994 between Telecommunications Finance Group, as Lessor,
and Athena International Ltd. Liability Co. dba Athena International, LLC, as
Lessee, are described below and in the attached equipment list(s):
Equipment List
<TABLE>
<S> <C> <C>
Number Description Amount
------- ----------- ------
DCO-481238 A Siemens Stromberg-Carlson $314,252.00
Digital Central Office Carrier Switch Equipped and
Wired for 1152 Digital Ports (DCO-481238, Issue 1,
Dated 05/19/94) with a New Basic Release 12.1 CMF, A
Used AMA Frame, SS7 with 800 Portability, SS7 Spares,
One (1) Additional Pair of "A" Links, International
Operator Service, and Route by ANI on any 700/800
Number Including Installation
TFG-95029 ADDITION I 181,250.64
TFG-96152 ADDITION II 164,516.10
TFG-96181 ADDITION III 264,356.65
TFG-97189 ADDITION IV 68,015.31
TFG-97207 ADDITION V 63,595.58
TFG-97216 ADDITION VI 87,896.85
TFG-97242 ADDITION VII 89,193.68
TFG-97253 ADDITION VIII 58,013.66
-------------
TOTAL $1,291,090.47
===== =============
</TABLE>
The above described equipment installed at:
910 15th Street, Suite 667,
Denver, Colorado 80202-2928
ACCEPTED BY: /s/
----------------
DATE: 6-6-97
-----------------------
Dated: July 25, 1994
Revised: April 24, 1995
Revised: July 23, 1996
Revised: December 2, 1996
Revised: January 13, 1997
Revised: February 25, 1997
Revised: March 25, 1997
Revised: May 7, 1997
Revised: June 11, 1997
TFGLA2G1-4.WIT
<PAGE>
<TABLE>
<S> <C> <C>
EQUIPMENT LIST #TFG-97253 DATED: June 4, 1997
COMPANY: Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION: VIII
PART NO./DESCRIPTION QUANTITY AMOUNT
- -------------------- -------- ------
SS-C
SLU MULTI-TASKING PORT
ADDITION PER DCO-710017,
ISSUE 01, DATED 02/05/97
(S.O.#072091) AS FOLLOWS:
MATERIAL 1 LOT $ 456.00
INSTALLATION 2,500.00
FREIGHT 22.95
SEA 96019 EXPANSION OF ROUTE GUIDE INDEXES
TO 4096 PER DCO- 681122, ISSUE 01,
DATED 07/09/96; RELEASE 15.0 RTU STARTUP
(S.O.#072300) AS FOLLOWS:
MATERIAL 1 LOT 55,000.00
FREIGHT 34.71
----------
TOTAL $58,013.66
====== ==========
TFGLA204.5.WPT
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
SIEMENS
STROMBERG-CARLSON
INSTALLATION SITE: DENVER, CO
PART NUMBER DESCRIPTION
----------------------- QTY
---
Switching Equipment
ITEM 01
SLU PWBA (CMF-00)
814722-216 PWBA, SLU Panel RS232 1
207630-857 Package Assy, Module Hardware 1
825079 Multi-Tasking Software 2
NOTE: Each SLU PWBA has two ports on it, therefore two multi-tasking software ports are shown.
</TABLE>
710017CO/1: 02/05/97 2
<PAGE>
CERTIFICATE OF DELIVERY AND ACCEPTANCE
Commencement Date: September 2, 1997
THIS CERTIFICATE OF DELIVERY AND ACCEPTANCE is executed and delivered to
Telecommunications Finance Group ("Lessor") by Athena International Ltd.
Liability Co. dba Athena International, LLC ("Lessee") pursuant to and in
accordance with the Lease Agreement dated: July 25, 1994 between Lessor and
Lessee (the "Lease", the defined terms therein being used herein with their
defined meanings).
1. The Equipment covered by this Certificate consists of the items
described in Schedule I of Exhibit A of the Lease.
2. Lessee confirms that the items of Equipment covered hereby have been
delivered to it in good working order and condition, and have been
inspected and accepted by Lessee as of the Commencement Date set forth
above. Lessee hereby waives any right it may have under Section 2A-517
of the Uniform Commercial Code or otherwise to revoke this acceptance
for any reason whatsoever, including but not limited to, (i) any
assumption by Lessee that a nonconformity would be cured, (ii) any
inducement of acceptance by the Lessors assurances or any difficulty to
discover a nonconformity before acceptance, or (iii) any Lessor default
under the Lease. Lessee further hereby waives its rights under Sections
2A-401 and 2A-402 of the Uniform Commercial Code to suspend performance
of any of its obligations under the Lease with respect to the Equipment
hereby accepted.
3. Lessee confirms that such items of Equipment have been installed at:
910 1Sth Street, Suite 667, Denver, Colorado 80202-2928
4. The Lessor's value of the items of Equipment covered hereby is set
forth in the Schedule I of Exhibit A. Lessee confirms that each
installment of rent payable is as defined by the rental rate factor per
thousand dollars as specified in Section 5 of the Lease.
5. Lessee hereby: (a) confirms that the items of Equipment covered hereby
have been inspected by Lessee, have been delivered in good working
order and condition and are of the size, design, capacity and
manufacture selected by it and meet the provisions of the purchase
order(s) with respect thereto: and (b) irrevocably accepts said items
of Equipment "as-is, where-is" for all purposes of the Lease as of the
Commencement Date set forth above and shall pursue remedies to correct
deficiencies, if any, in said items of equipment under the
manufacturer's warranty provisions only.
6. Lessee hereby confirms: (i) that no Default or Event of Default is in
existence as of the Commencement Date set forth above, nor shall any
Default or Event of Default occur as a result of the lease by Lessee of
the Equipment specified here-in; and (ii) that all representations and
warranties of Lessee contained in the Lease or in any document or
certificate furnished Lessor in connection herewith, are true and
correct as of the Commencement Date set forth above with the same force
and effect as if made on such date.
<PAGE>
7. Lessee assumes sole responsibility for ensuring that the billing center
can correctly read call records. Lessee's responsibility includes
reading daily the automatic message/ticketing accounting system and/or
polling systems tape(s) by the billing system to ensue all ticket
information is present. Risk of loss for any revenue or profit
associated therewith passes to Lessee upon cutover of any hardware or
software.
8. All of the terms, provisions and conditions of the Lease are hereby
incorporated herein and made a part hereof as if such terms, provisions
and conditions were set forth in full in this Certificate. By their
execution and delivery of this Certificate, the parties hereto reaffirm
all of the terms, provisions and conditions of the Lease.
IN WITNESS WHEREOF, Lessee has caused this Certificate to be executed
by its duly authorized officer as of the Commencement Date set forth above.
Refer S.O.# ADDITION IX/EQUIPMENT Athena International Ltd. Liability Co.
dba Athena
International, LLC (Lessee)
LIST #TFG-97284 By: /s/
-----------------------------
Michael Landers President
-----------------------------
(Name & Title)
ACCEPTED BY:
TELECOMMUNICATIONS FINANCE GROUP
AS OF THE 13 DAY OF October 1997
By: /s/
--------------------------------
--------------------------------
Authorized Representative of
Telecommunications Finance Group
<PAGE>
<TABLE>
<S> <C> <C>
ATTACHMENT A
EQUIPMENT LIST #TFG-97253 DATED: June 4, 1997
- ------------------------
COMPANY: Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION: VIII
PART NO./DESCRIPTION QUANTITY AMOUNT
- -------------------- -------- ------
SS-C
----
SLU MULTI-TASKING PORT
ADDITION PER DCO-710017,
ISSUE 01, DATED 02/05/97
(S.O.#072091) AS FOLLOWS:
MATERIAL 1 LOT $ 456.00
INSTALLATION 2,500.00
FREIGHT 22.95
SEA 96019 EXPANSION OF ROUTE
GUIDE INDEXES TO 4096 PER DCO- 681122,
ISSUE 01, DATED 07/09/96;
RELEASE 15.0 RTU STARTUP
(S.O.#072300) AS FOLLOWS:
MATERIAL 1 LOT 55,000.00
FREIGHT 34.71
----------
TOTAL $58,013.66
===== ==========
</TABLE>
TFGLA2045.WPT
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
OCC CONTRACT
SIEMENS
STROMBERG-CARLSON
400 Rinehart Road
Lake Mary, Florida 32746
(407)942-5000
Buyer ATHENA DATE: 02/05/97
INSTALLATION SITE: DENVER, CO____________
_________________________________________
This Contract is subject to the terms and conditions set forth herein, and includes the following:
1. Continuation pages 2, 3 and 4 which include a Disclaimer of Warranties and a Software Product License.
2. Technical Proposal No. -------------------------------,Issue -----------, dated ----------,
3. Payment Terms:
100% of equipment price upon delivery, F.O.B. Lake Mary, Florida
100% of installation price upon installation turnover.
DCO-710017 1 02/05/97 Delivery
(Month ARO)
Item Description Quantity Unit Price Total Schedule
------- ------------- -------- ---------- ----- ----------
01 Proposal for a SLU Multi-tasking Port
Addition, per DCO-710017, Issue 01,
dated 02/05/97. (Includes Toll-
Material $456
Installation 2,500
------
TOTAL $2,956
======
.
NOTE: This Contract is agreed to for item(s):01 Siemens Stromberg-Carlson Home Office
Acceptance
Receipt of $__________________from
[ILLEGIBLE] Buyer is Hereby Acknowledged
By:______________________________
</TABLE>
<PAGE>
SCHEDULE I OF EXHIBIT A
(CERTIFICATE OF DELIVERY AND ACCEPTANCE)
EQUIPMENT DESCRIPTION
The items of personal property to be leased pursuant to this Lease Agreement,
dated as of July 25, 1994 between Telecommunications Finance Group, as Lessor,
and Athena International Ltd. Liability Co. dba Athena International, LLC, as
Lessee, are described below and in the attached equipment list(s):
Equipment List
- --------------
<TABLE>
<S> <C> <C>
Number Description Amount
------ ----------- ------
DCO-481238 A Siemens Stromberg-Carlson Digital Central $314,252.00
Office Carrier Switch Equipped and Wired for 1152
Digital Ports (DCO-481238, Issue 1, Dated 05/19/94)
with a New Basic Release 12.1 CMF, A Used AMA Frame,
SS7 with 800 Portability, SS7 Spares, One (1)
Additional Pair of "A" Links, International Operator
Service, and Route by ANI on any 700/800 Number
Including Installation
TFG-95029 ADDITION I 181,250.64
TFG-96152 ADDITION II 164,516.10
TFG-96181 ADDITION III 264,356.65
TFG-97189 ADDITION IV 68,015.31
TFG-97207 ADDITION V 63,595.58
TFG-97216 ADDITION VI 87,896.85
TFG-97242 ADDITION VII 89,193.68
TFG-97253 ADDITION VIII 58,013.66
TFG-97284 ADDITION IX 93,500.00
-------------
TOTAL $1,384,590.47
======= =============
The above described equipment installed at:
910 15th Street, Suite 667, Denver, Colorado 80202-2928
Accepted By: /s/
---------------------
DATE: 9-8-97
---------------------
Dated: July 25, 1994
Revised: April 24, 1995
Revised: July 23, 1996
Revised: December 2, 1996
Revised: January 13, 1997
Revised: February 25, 1997
Revised: March 25, 1997
Revised: May 7, 1997
Revised: June 11, 1997
Revised: September 3, 1995
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
EQUIPMENT LIST #TFG-97284 DATED: September 3, 1997
- -------------------------
COMPANY: Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION: IX
PART NO./DESCRIPTION QUANTITY AMOUNT
- -------------------- -------- ------
THIRD PARTY VENDOR - TELEFLEX
-----------------------------
EQUIPMENT AS FOLLOWS: 1 LOT $93,500.00
P133-8 INTELINK W/8 DIALOGIC BOARDS 1 LOT ----------
D240SC=T1 CARD 2
DTI/240SC CARD 2
TOTAL $93,500.00
===== ==========
</TABLE>
<PAGE>
CERTIFICATE OF DELIVERY AND ACCEPTANCE
Commencement Date: December 2, 1997
THIS CERTIFICATE OF DELIVERY AND ACCEPTANCE is executed and delivered to
Telecommunications Finance Group ("Lessor") by Athena International Ltd.
Liability Co. dba Athena International, LLC ("Lessee") pursuant to and in
accordance with the Lease Agreement dated: July 25, 1994 between Lessor and
Lessee (the "Lease", the defined terms therein being used herein with their
defined meanings).
1. The Equipment covered by this Certificate consists of the items
described in Schedule I of Exhibit A of the Lease.
2. Lessee confirms that the items of Equipment covered hereby have been
delivered to it in good working order and condition, and have been
inspected and accepted by Lessee as of the Commencement Date set forth
above. Lessee hereby waives any right it may have under Section 2A-517
of the Uniform Commercial Code or otherwise to revoke this acceptance
for any reason whatsoever, including but not limited to, (i) any
assumption by Lessee that a nonconformity would be cured, (ii) any
inducement of acceptance by the Lessor's assurances or any difficulty
to discover a nonconformity before acceptance, or (iii) any Lessor
default under the Lease. Lessee further hereby waives its rights under
Sections 2A-401 and 2A-402 of the Uniform Commercial Code to suspend
performance of any of its obligations under the Lease with respect to
the Equipment hereby accepted.
3. Lessee confirms that such items of Equipment have been installed at:
910 15th Street, Suite 667, Denver, Colorado 80202-2928
4. The Lessor's value of the items of Equipment covered hereby is set
forth in the Schedule I of Exhibit A. Lessee confirms that each
installment of rent payable is as defined by the rental rate factor per
thousand dollars as specified in Section 5 of the Lease.
5. Lessee hereby: (a) confirms that the items of Equipment covered hereby
have been inspected by Lessee, have been delivered in good working
order and condition and are of the size, design, capacity and
manufacture selected by it and meet the provisions of the purchase
order(s) with respect thereto: and (b) irrevocably accepts said items
of Equipment "as-is, where-is" for all purposes of the Lease as of the
Commencement Date set forth above and shall pursue remedies to correct
deficiencies, if any, in said items of equipment under the
manufacturer's warranty provisions only.
6. Lessee hereby confirms: (i) that no Default or Event of Default is in
existence as of the Commencement Date set forth above, nor shall any
Default or Event of Default occur as a result of the lease by Lessee of
the Equipment specified here-in; and (ii) that all representations and
warranties of Lessee contained in the Lease or in any document or
certificate furnished Lessor in connection herewith, are true and
correct as of the Commencement Date set forth above with the same force
and effect as if made on such date.
<PAGE>
SCHEDULE 1 OF EXHIBIT A
(CERTIFICATE OF DELIVERY AND ACCEPTANCE)
EQUIPMENT DESCRIPTION
The items of personal property to be leased pursuant to this Lease Agreement,
dated as of July 25, 1994 between Telecommunications Finance Group, as Lessor,
and Athena International Ltd. Liability Co. dba Athena International, LLC, as
Lessee, are described below and in the attached equipment list(s): Equipment
List
<TABLE>
<S> <C> <C>
Number Description Amount
------ ----------- ------
DCO-481238 A Siemens Stromberg-Carlson $314,252.00
Digital Central Office Carrier Switch Equipped and
Wired for 1152 Digital Ports (DCO-481238, Issue 1,
Dated 05/19/94) with a New Basic Release 12.1 CMF, A
Used AMA Frame, SS7 with 800 Portability, SS7 Spares,
One (1) Additional Pair of "A" Links, International
Operator Service, and Route by ANI on any 700/800
Number Including Installation
TFG-95029 ADDITION I 181,250.64
TFG-96152 ADDITION II 164,516.10
TFG-96181 ADDITION III 264,356.65
TFG-97189 ADDITION IV 68,015.31
TFG-97207 ADDITION V 63,595.58
TFG-97216 ADDITION VI 87,896.85
TFG-97242 ADDITION VII 89,193.68
TFG-97253 ADDITION VIII 58,013.66
TFG-97284 ADDITION IX 93,500.00
TFG-98018 ADDITION X 220,193.11
-------------
TOTAL $1,604,783.58
===== =============
The above described equipment installed at:
910 15th Street, Suite 667, Denver, Colorado 80202-2928
ACCEPTED BY: /s/
----------------------
DATE: March 2, 1998
-----------------------------
Dated: July 25, 1994
Revised: April 24, 1995
Revised: July 23, 1996
Revised: December 2, 1996
Revised: January 13, 1997
Revised: February 25, 1997
Revised: March 25, 1997
Revised: May 7, 1997
Revised: June 11, 1997
Revised: September 3, 1997
Revised: February 27, 1998
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
EQUIPMENT LIST #TFG-98018 DATED: February 27, 1998
- -------------------------
COMPANY: Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION: X
PART NO./DESCRIPTION QUANTITY AMOUNT
- -------------------- -------- ------
STN
---
RESTRUCTURE CHARGES $ 44,193.11
THIRD PARTY VENDOR - TELESELECT
VTS-60 MODEL NUMBER: 300-Y-ITS INCLUDING: 1 LOT 176,000.00
TSG VTS TERMINATION SOFTWARE PACKAGE, -----------
S/N VS97R0l-R02 2
ICS WIN/NT COMP SYS, S/N 9711010 & 9711011 2
DIALOGIC DTI300SC COM BDS, S/N CZ034563,
CZ021715 2
DIALOGIC DT1240SC COM BD, S/N CZ034121-25,
CZ034439 6
DATAKINETICS PCCS6 SS7 BD, S/N 01170 1
RAD KILOMUX 2000, S/N 7231604-606, 7182322,
7251281, 7251278 6
RAD KVG, 5-T1M, S/N 7451153-160, 162, 164-166 12
RAD KVF,5-T1S VOICE/FAX, S/N 7428554-57,
559-563, 7414236-237, 231, 245, 7411674-76) 16
RAD DXC HIGH SPEED I/O BOARDS, S/N 735504-
510, 512, 497, 7290936-938 12
RAD DKC T1/E 1 DIGITAL CROSS CONNECT,
S/N 7440573-574 2
19" RACK, S/N 978721 1
UNINTERRUPTIBLE POWER SOURCE (UPS),
S/N 971355 2
RAD MBE ETHERNET BRIDGE, S/N 7455186 &
7430875 2
CSU/DSU, S/N 9711010-011 2
TOTAL $220,193.11
===== ===========
</TABLE>
<PAGE>
7. Lessee assumes sole responsibility for ensuring that the billing center
can correctly read call records. Lessee's responsibility includes
reading daily the automatic message/ticketing accounting system and/or
polling systems tape(s) by the billing system to ensure all ticket
information is present. Risk of loss for any revenue or profit
associated therewith passes to Lessee upon cutover of any hardware or
software.
8. All of the terms, provisions and conditions of the Lease are hereby
incorporated herein and made a part hereof as if such terms, provisions
and conditions were set forth in full in this Certificate. By their
execution and delivery of this Certificate, the parties hereto reaffirm
all of the terms, provisions and conditions of the Lease.
IN WITNESS WHEREOF, Lessee has caused this Certificate to be executed
by its duly authorized officer as of the Commencement Date set forth above.
/s/
Refer S.O.# ADDITION X/EQUIPMENT Athena International Ltd. Liability Co.
dba Athena International, LLC (Lessee)
LIST #TFG-98018 By: /s/ Kevin H. Pollard
----------------------------------
President + CEO
----------------------------------
(Name & Title)
ACCEPTED BY:
TELECOMMUNICATIONS FINANCE GROUP
AS OF THE 14 DAY OF APRIL 1998
By: /s/
----------------------------------
----------------------------------
Authorized Representative of
Telecommunications Finance Group
TFGLA204-3WPT
<PAGE>
ASSIGNMENT OF PURCHASE ORDER
This Assignment between Athena International Ltd. Liability Co.
dba Athena International, LLC ("Company") and
Telecommunications Finance Group ("Lessor").
WHEREAS, the Company and Lessor have, or will shortly, execute a Lease
Agreement ("Lease");
and
WHEREAS, the Company has executed and delivered a certain purchase
contract covering the property described therein (the "Equipment"), a copy
of which purchase contract is attached hereto as Attachment A ("Purchase
Order"); and
WHEREAS, the Company desires to assign to Lessor all of its rights and
interests under the Purchase Order for that equipment listed on Schedule 1,
as amended from time to time, of Exhibit A of the Lease so that Lessor
might purchase and take title to such equipment in the Company's stead.
NOW, THEREFORE, for valuable consideration, receipt of which is hereby
acknowledged, the parties hereto agree as follows:
1. This Assignment shall be effective as of the date the Company
executes Exhibit A entitled "Certificate of Delivery and Acceptance" of
the Lease.
2. The Company (a) represents and warrants that the Purchase Order
constitutes the entire understanding of the parties thereto with respect to
the purchase and sale of the Equipment covered thereby; (b) hereby assigns
to Lessor all of its rights under the Purchase Order as to the equipment
listed on Schedule 1, as amended from time to time, of Exhibit A of the
Lease; (c) hereby assigns to Lessor and Lessor hereby assumes and agrees,
so long as a Company complies with the provisions of the Lease and
otherwise performs its obligations under the Purchase Order, to perform
Company's obligations under the Purchase Order to pay the price of the
equipment listed on Schedule 1, as amended from time to time, of Exhibit A
of the Lease; and (d) represents and warrants that neither notice to nor
consent from the respective vendor is required in connection with the
execution, delivery and performance of this Assignment or for the validity
or enforceability of this Assignment.
3. Pursuant to this Assignment, the Company hereby agrees with Lessor that
the Company shall continue to be responsible for the performance of all
obligations under the Purchase Order, except for, subject to the condition
provided in Paragraph 1 above, the obligation to pay the price as provided
in Paragraph 2 above, and the Company agrees to hold harmless and indemnify
Lessor from all liability, loss, damage, and expense arising from or
directly or indirectly attributable to such obligations.
IN WITNESS WHEREOF, the parties have duly executed this Assignment
under seal by their authorized representatives as of the date opposite
their respective signatures.
Athena International Ltd. Liability Co.
dba Athena International, LLC (Lessee)
By: /s/
----------------------------------
Michael Landers, President
----------------------------------
Name & Title
Date Signed:
TELECOMMUNICATIONS FINANCE GROUP
By: /s/
---------------------------------
---------------------------------
Authorized Representative of
Telecommunications Finance Group
Date Signed: 10/13/97
------------------
<PAGE>
<TABLE>
<S> <C> <C> <C>
ATTACHMENT A
("PURCHASE ORDER")
EQUIPMENT LIST #TFG-97284 DATED: September 3, 1997
-------------------------
COMPANY: Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION: IX
PART NO./DESCRIPTION QUANTITY AMOUNT
-------------------- -------- ------
THIRD PARTY VENDOR- TELEFLEX
EQUIPMENT AS FOLLOWS: 1 LOT $93,500.00
----------
P133-8 INTELINK W/8 DIALOGIC BOARDS 1 LOT
D240SC-T1 CARD 2
DTI/240SC CARD 2
TOTAL $93,500.00
===== ==========
</TABLE>
<PAGE>
ASSIGNMENT OF PURCHASE ORDER
This Assignment between Athena International Ltd. Liability Co. dba Athena
International, LLC ("Company") and Telecommunications Finance Group ("Lessor").
WHEREAS, the Company and Lessor have, or will shortly, execute a Lease
Agreement ("Lease"); and
WHEREAS, the Company has executed and delivered a certain purchase contract
covering the property described therein (the "Equipment"), a copy of which
purchase contract is attached hereto as Attachment A ("Purchase Order"); and
WHEREAS, the Company desires to assign to Lessor all of its rights and
interests under the Purchase Order for that equipment listed on Schedule 1, as
amended from time to time, of Exhibit A of the Lease so that Lessor might
purchase and take title to such equipment in the Company's stead.
NOW, THEREFORE, for valuable consideration, receipt of which is hereby
acknowledged, the parties hereto agree as follows:
1. This Assignment shall be effective as of the date the Company executes
Exhibit A entitled "Certificate of Delivery and Acceptance" of the Lease.
2. The Company (a) represents and warrants that the Purchase Order constitutes
the entire understanding of the parties thereto with respect to the purchase and
sale of the Equipment covered thereby; (b) hereby assigns to Lessor all of its
rights under the Purchase Order as to the equipment listed on Schedule 1, as
amended from time to time, of Exhibit A of the Lease; (c) hereby assigns to
Lessor and Lessor hereby assumes and agrees, so long as a Company complies with
the provisions of the Lease and otherwise performs its obligations under the
Purchase Order, to perform Company's obligations under the Purchase Order to pay
the price of the equipment listed on Schedule 1, as amended from time to time,
of Exhibit A of the Lease; and (d) represents and warrants that neither notice
to nor consent from the respective vendor is required in connection with the
execution, delivery and performance of this Assignment or for the validity or
enforceability of this Assignment.
3. Pursuant to this Assignment, the Company hereby agrees with Lessor that the
Company shall continue to be responsible for the performance of all obligations
under the Purchase Order, except for, subject to the condition provided in
Paragraph 1 above, the obligation to pay the price as provided in Paragraph 2
above, and the Company agrees to hold harmless and indemnify Lessor from all
liability, loss, damage, and expense arising from or directly or indirectly
attributable to such obligations.
IN WITNESS WHEREOF, the parties have duly executed this Assignment under
seal by their authorized representatives as of the date opposite their
respective signatures.
Athena International Ltd. Liability Co.
dba Athena International LLC (Lessee)
By: /s/
-----------------------------------
Michael Landers, Pres.
-----------------------------------
Date Signed: Name & Title 6-6-97
--------------------------
TELECOMMUNICATIONS FINANCE GROUP
By: /s/
-----------------------------------
-----------------------------------
Authorized Representative of
Telecommunications Finance Group
Date Signed: 7/11/97
--------------------------
TYGLA2049WPT
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
SIEMENS
STROMBERG-CARLSON
CONTRACT
CONTINUATION
SHEET
ATHENA DCO-710017
Issue: 01
Date: 02/05/97
Page 1a
Item Description Qty. Unit Pr. Total
--------------------------------------------------------------------------------------------------------------
NOTES:
Siemens Stromberg-Carlson reserves the right to change the
hardware elements in accordance with our ongoing development
program. The hardware necessary to support the functionality
specified will be provided at time of shipment in accordance with
our then current hardware configuration policy.
PRICES DO NOT INCLUDE TAXES AND FREIGHT.
SSC 380-034 (2/96) -initial-
</TABLE>
<PAGE>
SIEMENS OCC CONTRACT
Stromberg-Carlson
400 Rinehart Road
Lake Mary, Florida 32748
(407) 942-5000
Buyer: Athena 07/09/96
Date: Denver, CO
----------------------
---------------------- INSTALLATION SITE:
This Contract is subject to the terms and conditions set forth herein, and
includes the following: 1. Continuation pages 2, 3 and 4 which include a
Disclaimer of Warranties and a Software Product License.
2. Technical Proposal No. DCO-681122, Issue 1, dated 07/09/96
3. Payment Terms:
o 100% of equipment price upon delivery, F.O.B. Lake Mary, Florida
o 100% of installation price upon installation turnover.
<TABLE>
<CAPTION>
Delivery
(Month-ARO)
ITEM DESCRIPTION QUANTITY Unit Price Total Schedule
---- ----------- -------- ---------- ----- --------
<S> <C> <C> <C> <C>
01 Proposal for SEA 96019 Expansion of
Route Guide Indexes to 4096 from current
512 - Requires Release 15.0, item 02
per DCO-681122, Issue 01,
dated 07/09/96.
Material $25,000 per network
Installation 0
TOTAL $25,000 per network
02 Release 15.0 RTU
Startup
Material $30,000 per site
Installation 0
TOTAL $30,000 per site
(continued on page 1a)
</TABLE>
NOTE: This form must be signed and returned by Buyer within _____ days of the
first date above written.
<TABLE>
<CAPTION>
<S> <C>
This Contract is agreed to for item(s): ______ Siemens Stromberg-Carloson Home Office
__________________________________________________ Acceptance
__________________________________________________ By:____________________________________
Authorized Representative & Title Date
For:______________________________________________ Receipt of $________________________from
(Buyer/Licensee) Buyer is Hereby Acknowledged
By:____________________________________
</TABLE>
CONTRACT
SIEMENS CONTINUATION
Stromberg-Carlson SHEET
400 Rinehart Road
Lake Mary, Florida 32748
(407) 942-5000
Athena DC0-681122
Issue: 01
Date: 07/09/96
Page 1a
<TABLE>
<CAPTION>
Item Description Qty. Unit Pr. Total
<S> <C> <C> <C>
03 Item 02 requires EJH processor
if not already equipped.
Material per site
Installation per site
TOTAL per site
</TABLE>
NOTES:
If PURCHASED, A 10% DEPOSIT IS REQUIRED ON ORDER ENTRY. IF LEASED FROM
TELECOMMUNICATIONS FINANCE GROUP, A 5% DEPOSIT IS REQUIRED ON ORDER ENTRY. THIS
5% DEPOSIT WILL BE APPLIED AGAINST LEASE PAYMENTS.
Siemens Stromberg-Carlson reserves the right to change the hardware elements in
accordance with our ongoing development program. The hardware necessary to
support the functionality specified will be provided at time of shipment in
accordance with our then current hardware configuration policy.
PRICES DO NOT INCLUDE TAXES AND FREIGHT.
<PAGE>
ASSIGNMENT OF PURCHASE ORDER
This Assignment between Athena International Ltd. Liability Co. dba Athena
International, LLC ("Company") and Telecommunications Finance Group ("Lessor").
WHEREAS, the Company and Lessor have, or will shortly, execute a Lease Agreement
("Lease"); and WHEREAS, the Company has executed and delivered a certain
purchase contract covering the property described therein (the "Equipment"), a
copy of which purchase contract is attached hereto as Attachment A ("Purchase
Order"); and
WHEREAS, the Company desires to assign to Lessor all of its rights and
interests under the Purchase Order for that equipment listed on Schedule 1, as
amended from time to time, of Exhibit A of the Lease so that Lessor might
purchase and take title to such equipment in the Company's stead.
NOW, THEREFORE, for valuable consideration, receipt of which is hereby
acknowledged, the parties hereto agree as follows:
1. This Assignment shall be effective as of the date the Company executes
Exhibit A entitled "Certificate of Delivery and Acceptance" of the Lease.
2. The Company (a) represents and warrants that the Purchase Order
constitutes the entire understanding of the parties thereto with respect to the
purchase and sale of the Equipment covered thereby; (b) hereby assigns to Lessor
all of its rights under the Purchase Order as to the equipment listed on
Schedule l, as amended from time to time, of Exhibit A of the Lease; (c) hereby
assigns to Lessor and Lessor hereby assumes and agrees, so long as a Company
complies with the provisions of the Lease and otherwise performs its obligations
under the Purchase Order, to perform Company's obligations under the Purchase
Order to pay the price of the equipment listed on Schedule I, as amended from
time to time, of Exhibit A of the Lease; and (d) represents and warrants that
neither notice to nor consent from the respective vendor is required in
connection with the execution, delivery and performance of this Assignment or
for the validity or enforceability of this Assignment.
3. Pursuant to this Assignment, the Company hereby agrees with Lessor that
the Company shall continue to be responsible for the performance of all
obligations under the Purchase Order, except for, subject to the condition
provided in Paragraph 1 above, the obligation to pay the price as provided in
Paragraph 2 above, and the Company agrees to hold harmless and indemnify Lessor
from all liability, loss, damage, and expense arising from or directly or
indirectly attributable to such obligations.
IN WITNESS WHEREOF, the parties have duly executed this Assignment under
seal by their authorized representatives as of the date opposite their
respective signatures.
Athena International Ltd. Liability Co.
dba Athena International LLC (Lessee)
By:
------------------------------------
------------------------------------
Date Signed: 5/12/97
----------------------------
TELECOMMUNICATIONS FINANCE GROUP
By: CC CALLOWAY
-------------------------------------
Authorized Representative of
Telecommunications Finance Group
Date Signed:
<PAGE>
ATTACHMENT A
EQUIPMENT LIST #TFG-97242 DATED: May 7, 1997
COMPANY: Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION: VII
<TABLE>
<CAPTION>
PART NO./DESCRIPTION QUANTITY AMOUNT
- -------------------- -------- ------
SS-C
<S> <C> <C> <C>
A FULLY EQUIPPED DTF-04 FRAME
PER DCO-710015, DATED 01/23/97
(S.O.#071631) AS FOLLOWS:
MATERIAL 1 LOT $ 60,787.00
INSTALLATION ,100.00
FREIGHT 590.51
HENDRY FUSE PANEL PER DCO-710008,
ISSUE 02, DATED 12/06/96 (S.O.#071982)
AS FOLLOWS:
MATERIAL LOT 1,732.00
LABOR 1,900.00
FREIGHT 84.17
TOLL FREE NUMBER EXPANSION (S.O.#072119) 1 LOT 15,000.00
------ - ---------
TOTAL 89,193.68
=========
</TABLE>
TFGLA204-SWPT
<PAGE>
OCC CONTRACT
SIEMENS
Stromberg-Carlson
400 Rinehart Road
Lake Mary, Florida 32748
(407) 242-5000 ATHENA 01/23/97
Buyer ________________________ DATE: Denver, CO
________________________ INSTALLATION SITE:________________
________________________ __________________________________
This Contract is subject to the terms and conditions set forth herein, and
includes the following:
1. Continuation pages 2, 3 and 4 which include a Disclaimer of Warranties and
a Software Product License.
2. Technical Proposal No. DCO-710015 , Issue 1 ,dated 01/23/97
3. Payment Terms:
100% Of equipment price upon delivery, F.O.B. Lake Mary, Florida 100% of
installation price upon installation turnover.
<TABLE>
<CAPTION>
Delivery
(Month ARO)
Item Description Quantity Unit Price Total Schedule
---- ------------ -------- ---------- ----- ----------
<S> <C> <C>
01 Proposal for a fully equipped
DTF-04 Frame, per DC0-710015,
dated 01/23/97.
Material $60,787
Installation 9,100
TOTAL $69,887
02 LTF Frame Service
Circuit Addition Material
Installation
TOTAL
(continued on page 1a)
30
</TABLE>
NOTE: This form must be signed and returned by Buyer within days of the first
date above written.
This Contract is agreed to for item(s): 01 only
<TABLE>
<CAPTION>
<S> <C>
This Contract is agreed to for item(s): ______ Siemens Stromberg-Carloson Home Office
__________________________________________________ Acceptance
__________________________________________________ By:____________________________________
Authorized Representative & Title Date
For:______________________________________________ Receipt of $________________________from
(Buyer/Licensee) Buyer is Hereby Acknowledged
By:____________________________________
</TABLE>
<PAGE>
SIEMENS CONTRACT
Stromberg-Carlson CONTINUATION
ATHENA DCO-SHEET
Issue: 1
Date: 01/23/97
Page 1a
<TABLE>
<CAPTION>
Item Description Qty. Unit Pr. Total
---- ----------- ------------- -----
<S> <C>
NOTES:
Siemens Stromberg-Carlson reserves the right to change the
hardware elements in accordance with our ongoing
development program. The hardware necessary to support the
functionality specified will be provided at time of
shipment in accordance with our then current hardware
configuration policy.
PRICES DO NOT INCLUDE TAXES AND FREIGHT.
</TABLE>
<PAGE>
OCC CONTRACT
SIEMENS
Stromberg-Carlson
.o .
400 Rinehart Road
Lake Mary, Florida 32748
(407) 942-5000
Buyer: ATHENA DATE: 12/06/96
- ------ ------ --------------
INSTALLATION SITE:
Denver, CO
--------------
This Contract is subject to the terms and conditions set forth herein, and
includes the following:
1. Continuation pages 2, 3 and 4 which include a Disclaimer of Warranties and a
Software Product License.
2.Technical Proposal No. ---------------------------,Issue----------
dated,----------
3. Payment Terms:
100% of equipment price upon delivery, F.O.B. Lake Mary, Florida
100% of installation price upon installation turnover.
<TABLE>
<CAPTION>
Delivery
Item Description Quantity Unit Price Total (Month ARO)
Schedule
---- ----------- -------- ---------- ----- -----------
<S> <C> <C> <C> <C> <C> <C>
01 Proposal for a Hendry Fuse
Panel, per DCO-710008,
Issue 02, dated 12/06/96
Material $1,732
Installation 1,900
-----
TOTAL $3,632
</TABLE>
(continued on page 1a)
NOTE: This form must be signed and returned by Buyer within
_____________ days of the first date above written.
<TABLE>
<CAPTION>
<S> <C>
This Contract is agreed to for item(s): ______ Siemens Stromberg-Carloson Home Office
__________________________________________________ Acceptance
__________________________________________________ By:____________________________________
Authorized Representative & Title Date
For:______________________________________________ Receipt of $________________________from
(Buyer/Licensee) Buyer is Hereby Acknowledged
By:____________________________________
</TABLE>
<PAGE>
SIEMENS CONTRACT
STROMBERG-CARLSON CONTINUATION
SHEET
ATHENA DCO-710008
Issue: 02
Date: 12/06/96
Page 1a
Item Description Qty. Unit Pr. Total
---- ----------- ------------- -----
NOTES:
Siemens Stromberg-Carlson reserves the right to change the hardware elements in
accordance with our ongoing development program. The hardware necessary to
support the functionality specified will be provided at time of shipment in
accordance with our then current hardware configuration policy.
PRICES DO NOT INCLUDE TAXES AND FREIGHT.
<PAGE>
SIEMENS SWITCHING PRODUCTS
STROMBERG-CARLSON CONTRACT OFFER
400 Rinehart Road Lake Mary,
Florida 32748
(407) 942-5000
To: Mr. Robert Schrelber Date: 08-Mar-97
ATHENA INTERNATIONAL, L.L.C.
910 16th Street-Suite 640
Denver, CO 80202
Siemens Stromberg-Carlson is pleased to submit this Offer subject to the
terms and conditions set forth herein.
This Offer consists of the following:
1. Page (a) 1.
2. Pages 2 Thru 5 which include terms and conditions including a Disclaimer of
Warranties, Limitation of Liabilities and a Software License Agreement.
3. Technical Proposal No. N/A.
4. Payment Terms:
100% of equipment Price upon delivery, F.O.B. Lake Mary, Florida.
<TABLE>
<CAPTION>
Delivery
(Month ARO)
Item Description Quantity Unit Price Total Schedule
---- ----------- -------- ---------- ----- --------
<S> <C> <C> <C> <C>
1 To provide Toll Free Number Expansion (888)
(FN 820370) to the office located at
DENVER, CO. Material: $ 0
Software 14,340
SCAT: 660
TOTAL: $ 15,000
</TABLE>
This Offer is valid for a period of 60 days from the date of this Offer as
specified above. This offer is accepted as to the item(s)
<TABLE>
<CAPTION>
<S> <C>
This Contract is agreed to for item(s): ______ Siemens Stromberg-Carloson Home Office
__________________________________________________ Acceptance
__________________________________________________ By:____________________________________
Authorized Representative & Title Date
For:______________________________________________ Receipt of $________________________from
(Buyer/Licensee) Buyer is Hereby Acknowledged
By:____________________________________
</TABLE>
<PAGE>
ASSIGNMENT OF PURCHASE ORDER
This Assignment between Athena International Ltd. Liability Co. dba Athena
International, LLC ("Company") and Telecommunications Finance Group ("Lessor").
WHEREAS, the Company and Lessor have, or will shortly, execute a Lease
Agreement ("Lease"); and
WHEREAS, the Company has executed and delivered a certain purchase contract
covering the property described therein (the "Equipment"), a copy of which
purchase contract is attached hereto as Attachment A ("Purchase Order"); and
WHEREAS, the Company desires to assign to Lessor all of its rights and
interests under the Purchase Order for that equipment listed on Schedule 1, as
amended from time to time, of Exhibit A of the Lease so that Lessor might
purchase and take title to such equipment in the Company's stead.
NOW, THEREFORE, for valuable consideration, receipt of which is hereby
acknowledged, the parties hereto agree as follows:
1. This Assignment shall be effective as of the date the Company executes
Exhibit A entitled "Certificate of Delivery and Acceptance" of the Lease.
2. The Company (a) represents and warrants that the Purchase Order
constitutes the entire understanding of the parties thereto with respect to the
purchase and sale of the Equipment covered thereby; (b) hereby assigns to Lessor
all of its rights under the Purchase Order as to the equipment listed on
Schedule 1, as amended from time to time, of Exhibit A of the Lease; (c) hereby
assigns to Lessor and Lessor hereby assumes and agrees, so long as a Company
complies with the provisions of the Lease and otherwise performs its obligations
under the Purchase Order, to perform Company's obligations under the Purchase
Order to pay the price of the equipment listed on Schedule I, as amended from
time to time, of Exhibit A of the Lease; and (d) represents and warrants that
neither notice to nor consent from the respective vendor is required in
connection with the execution, delivery and performance of this Assignment or
for the validity or enforceability of this Assignment.
3. Pursuant to this Assignment, the Company hereby agrees with Lessor that
the Company shall continue to be responsible for the performance of all
obligations under the Purchase Order, except for, subject to the condition
provided in Paragraph 1 above, the obligation to pay the price as provided in
Paragraph 2 above, and the Company agrees to hold harmless and indemnify Lessor
from all liability, loss, damage, and expense arising from or directly or
indirectly attributable to such obligations.
IN WITNESS WHEREOF, the parties have duly executed this Assignment under
seal by their authorized representatives as of the date opposite their
respective signatures.
Athena International Ltd. Liability Co.
dba Athena International, LLC (Lessee)
BY: /s/ Michael Landers
----------------------------------
Michael Landers, President
----------------------------------
Name & Title
Date Signed: 3/31/97
---------------------------
TELECOMMUNICATIONS FINANCE GROUP
BY: /s/ C.C. Calloway
----------------------------------
----------------------------------
Authorized Representative of
Telecommunications Finance Group\
Date Signed: 4/23/97
------------------------
<PAGE>
EQUIPMENT LIST #TFG-97216 DATED: March 25, 1997
COMPANY: Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION: VI
PART NO./DESCRIPTION QUANTITY AMOUNT
-------------------- -------- ------
SS-C
AN UPGRADE TO RELEASE 14.0 PER
DCO-681152, ISSUE 01, DATED 08/19/96
(S.O.#071521 ) 1 LOT $15,000.00
ONE COMMON CONTROL SECTOR
ADD PER DCO-781001, ISSUE 01, DATED
10/02/96 (S.O.#071523) AS FOLLOWS:
MATERIAL 1 LOT 19,730.00
INSTALLATION 3,000.00
FREIGHT 84.10
200 AMP DISTRIBUTION PANEL WITH
BUS BAR, CABLES, 10-10 AMP BREAKERS
PER DCO-710002, ISSUE 01, DATED 10/28/96
(S.O.#071801) AS FOLLOWS:
MATERIAL 1 LOT 1,360.00
INSTALLATION 2,200.00
FREIGHT 44.75
REAL TIME ANI FEATURE #823435
(S.O.#071805) 1 LOT 26,666.00
THIRD PARTY VENDOR - CIBER NETWORK
EQUIPMENT AS FOLLOWS: 1 LOT 19,767.00
D4841A/LH PRO 6/200, S/N SG63400748
D3583C/4.2GB F/W HOT SWAP HDD 1
D4295A/32MB DIMM MEMORY UPGRADE 4
JC-14WIVMA/MSYNC C400, 14, 128ONI., 1
28D, 60HZ
J317lA/10/100 TX PCI ADAPTER 1
D4921A/REDUNDANT POWER SUPPLY 2
N3-IL40-U/INOCULAN, 4.0, SRVR, UNLTD 1
USERS
ILWS-41-1/INOCULAN FOR CLIENT-SINGLE 1
WORKSTATION
00662644127330/NW 3.12 50 USER UPG TO 1
4.11 INTRNW 1OOU
SHIPPING COST 1 45.00
----------
TOTAL $87,896.85
==========
<PAGE>
OCC CONTRACT
SIEMENS
STROMBERG-CARLSON
[ADDRESSS]
08/19/96
Buyer: Athena International DATE: Denver, CO
_____________________________ INSTALLATION SITE:___________
_____________________________ _____________________________
This Contract is subject to the terms and conditions set forth herein, and
includes the following:
1. Continuation pages 2, 3 and 4 which include a Disclaimer of Warranties and
a Software Product License
2. Technical Proposal No. DCO-681152, issue 1, dated 08/19/96
3. Payment Terms:
100% of equipment price upon delivery, F.O.B, Lake Mary, Florida
100% of installation price upon installation turnover,
<TABLE>
<CAPTION>
Delivery
Item Description Quantity Unit Price Total (Month ARO)
Schedule
- ---- ----------- -------- ---------- ----- -----------
<S> <C>
01 Proposal for an Upgrade from
Release 12.1 to 14.0 per
DCO--681152, Issue 01,
dated 08/19/96.
Material $15,000
Installation --
------
TOTAL $15,000
</TABLE>
(continued on page 1a)
NOTE: This form must be signed and returned by Buyer within days of the
first date above written.
<TABLE>
<CAPTION>
<S> <C>
This Contract is agreed to for item(s): ______ Siemens Stromberg-Carloson Home Office
__________________________________________________ Acceptance
__________________________________________________ By:____________________________________
Authorized Representative & Title Date
For:______________________________________________ Receipt of $________________________from
(Buyer/Licensee) Buyer is Hereby Acknowledged
By:____________________________________
</TABLE>
<PAGE>
SIEMENS CONTRACT
STROMBERG-CARLSON CONTINUATION
Athena International DC0-681152
Issue:0l
Date: 08/19/96
Page 1a
<TABLE>
<CAPTION>
Item Description Qty. Unit Pr. Total
---- ----------- ------------- -----
<S> <C> <C> <C>
02 Increased AUX Tables #820085.
Requires Item 01, Release 14.0.
Material $20,000
-------
Installation
TOTAL $20,000
</TABLE>
NOTES:
- ------
IF PURCHASED, A 10% DEPOSIT IS REQUIRED ON ORDER ENTRY. IF
LEASED FROM TELECOMMUNICATIONS FINANCE GROUP, A 5% DEPOSIT
IS REQUIRED ON ORDER ENTRY. THIS 5% DEPOSIT WILL BE APPLIED
AGAINST LEASE PAYMENTS.
Siemens Stromberg-Carlson reserves the right to change the hardware
elements in accordance with our ongoing development program. The
hardware necessary to support the functionality specified will be
provided at time of shipment in accordance with our then current
hardware configuration policy.
PRICES DO NOT INCLUDE TAXES AND FREIGHT.
SSC 380-034 (2/96)
<PAGE>
PURCHASE ORDER NUMBER
910 15th Street
Suite 335
Denver, Co. 80202
Tel. 303-595-0800 Fax 303-595-0959
Date 10 28 1996
----------
PURCHASE ORDER
FORM
Purchased From: SHIPPING ADDRESS:
SIEMENS STROMBERG--CARLSON ATHENA INTERNATIONAL L.L.C.
400 RINEHART ROAD 910 15TH STREET SUITE 640
LAKE MARY, FL 32746 DENVER, CO 80202
Order Number: Salesperson:
Telephone: Ship Via: Date:
(407) 942-5000 Oct 28 1996
<TABLE>
<CAPTION>
Quantity Description Unit Price Amount
- -------- ----------- ---------- ------
<S> <C> <C>
1 AUX TABLES DCO #820085 $20,000.00 $20,000.00
1 UPGADE FROM RELEASE DC0 681152 $15,000.00 $15,000.00
1 2 EJH PROCESSOR/NY 1 SPARE PER DCO-745001 $32,420.00 $32,420.00
1 2 EJH PROCESSORS/DNVR 1 SPARE PER DCO-745002 $32,420.00 $32,420.00
1 1152 PORT ADDITION PER DCO-681113 $91,400.00 $91,400.00
1 ONE COMMON CONTROLSECTOR ADD DCO-781001 $22,730.00 $22,730.00
</TABLE>
TERMS Subtotal $213,970.00
===========
CASH X ON ACCOUNT CR CARD COD Delivery Charge
TOTAL $213.970.00
WILLIAM F. COOPER
% Sales Tax 0.00
Balance Due $213,970.00
WILLIAM F. COOPER
REQUESTING NAME
Approved
<PAGE>
SIEMENS
STROMBERG-CARLSON
[ADDRESS]
BUYER: Athena International DATE: 10/02/96
--------------------- INSTALLATION SITE: Denver, CO
- ---------------------------- -----------
- ---------------------------- ------------------------------
This Contract is subject to the terms and conditions set forth herein, and
includes the following: 1. Continuation pages 2, 3 and 4 which include a
Disclaimer of Warranties and a Software Product License.
2. Technical Proposal No. DCO-781001 Issue - 1, dated, 10/02/96
3. Payment Terms:
100% of equipment price upon delivery, F.O.B. Lake Mary, Florida
100% of installation price upon installation turnover.
<TABLE>
<CAPTION>
DELIVERY
(MONTH ARC)
ITEM DESCRIPTION QUANTITY UNIT PRICE TOTAL SCHEDULE
- ---- ----------- -------- ---------- ----- --------
<S> <C> <C> <C> <C> <C>
01 Proposal for One Common Control
Sector Add per DCO-781001, Issue 01,
dated 10/02/96.
Material $19,730
Installation 3,000
-----
TOTAL $22,730
</TABLE>
(continued on page 1a)
NOTE: This form must be signed and returned by Buyer within 30 days of the
first date above written.
This Contract is agreed to for item(s): 01 Siemens Stromberg-Carlson Home Office
<TABLE>
<CAPTION>
<S> <C>
This Contract is agreed to for item(s): ______ Siemens Stromberg-Carloson Home Office
__________________________________________________ Acceptance
__________________________________________________ By:____________________________________
Authorized Representative & Title Date
For:______________________________________________ Receipt of $________________________from
(Buyer/Licensee) Buyer is Hereby Acknowledged
By:____________________________________
</TABLE>
<PAGE>
STROMBERG-CARLSON CONTINUATION
SHEET
Athena International DCO-781001
Issue: 01
Date: 10/02/96
Page 1a
Item Description Qty. Unit Pr. Total
- -------------------------------------------------------
NOTES:
IF PURCHASED, A 10% DEPOSIT IS REQUIRED ON ORDER ENTRY. IF LEASED
FROM TELECOMMUNICATIONS FINANCE GROUP, A 5% DEPOSIT IS REQUIRED
ON ORDER ENTRY. THIS 5% DEPOSIT WILL BE APPLIED AGAINST LEASE
PAYMENTS.
Siemens Stromberg-Carlson reserves the right to change the
hardware elements in accordance with our ongoing development
program. The hardware necessary to support the functionality
specified will be provided at time of shipment in accordance with
our then current hardware configuration policy.
PRICES DO NOT INCLUDE TAXES AND FREIGHT.
<PAGE>
910 15th Street - Suite 335
Denver, Co. 80202
Tel. 303-595-0800 Fax 303-595-0959
Date 10 28 1996
PURCHASE ORDER
FORM
Purchased From: SHIPPING ADDRESS:
SIEMENS STROMBERG-CARLSON ATHENA INTERNATIONAL L.L.C.
400 RINEHART ROAD 910 15TH STREET SUITE 640
LAKE MARY, FL 32746 DENVER, CO 80202
Order Number Salesperson
Telephone: Ship Via: Date:
(407) 942-5000 Oct 28 1996
<TABLE>
<CAPTION>
Quantity Description Unit Price Amount
- -------- ----------- ---------- ------
<S> <C> <C> <C>
1 AUX TABLES DCO #820085 $20,000.00 $20,000.00
1 UPGADE FROM RELEASE DC0-681152 $15,000.00 $15,000.00
1 2 EJH PROCESSOR/NY 1 SPARE PER DCO-745001 $32.420.00 $32,420.00
1 2 EJH PROCESSORS /DNVR 1 SPARE PER DCO-745002
1 1152 PORT ADDITION PER DCO-681113 $91,400.00 $91,400.00
1 ONE COMMON CONTROL SECTOR ADD DCO-781001 $22,730,00.00 $22,730.00
TERMS
Subtotal $213,970.00
Delivery Charge
TOTAL $213,970.00
WILLIAM F.COOPER
REQUESTING NAME
% Sales Tax 0.00
Balance Due $213,970,000
</TABLE>
<PAGE>
OCC CONTRACT
SIEMENS
STROMBERG-CARLSON
400 Rinehart Road
Lake Mary, Florida 32748
(407)942-5000
Buyer: ATHENA INTERNATIONAL DATE: October 28, 1996
--------------------------------- INSTALLATION SITE: Denver, CO
--------------------------------- ----------
-------------------------------- ---------------------------------
This Contract is subject to the terms and conditions set forth herein, and
includes the following:
1. Continuation pages 2, 3 and 4 which include a Disclaimer of Warranties and
a Software Product License.
2. Technical Proposal No. DCO-710002- , Issue 1 , dated,-10/28/96
3. Payment Terms:
100% of equipment price upon delivery, F.O.B. Lake Mary, Florida
100% of installation price upon installation turnover.
<TABLE>
<CAPTION>
Delivery
Item Description Quantity Unit Price Total (Month ARO)
Schedule
- ---- ----------- -------- ---------- ----- -----------
<S> <C> <C> <C> <C>
01 Proposal for 200 Amp Distribution
Panel with Bus Bar, Cables, 10-10 amp
Breakers per DCO-710002, Issue 01,
dated 10/28/96
Material $1,360
Installation 2,200
-----
TOTAL $3,560
</TABLE>
(continued on page 1a)
NOTE: This form must be signed and returned by Buyer within 30 days of the
first date above written.
<TABLE>
<CAPTION>
<S> <C>
This Contract is agreed to for item(s): ______ Siemens Stromberg-Carloson Home Office
__________________________________________________ Acceptance
__________________________________________________ By:____________________________________
Authorized Representative & Title Date
For:______________________________________________ Receipt of $________________________from
(Buyer/Licensee) Buyer is Hereby Acknowledged
By:____________________________________
</TABLE>
<PAGE>
OCC CONTRACT
SIEMENS
STROMBERG-CARLSON
400 Rinehart Road
(407) 942-5000 November 25, 1996
Buyer: ATHENA DATE: New York, NY
- ---------------------------------- INSTALLATION SITE: Denver, Co
- ---------------------------------- -----------
Los Angeles, CA new site
----------------------------------
This Contract is subject to the terms and conditions set forth herein, and
Includes the following:
1. Continuation pages 2, 3 and 4 which include a Disclaimer of Warranties and
a Software Product License.. 11/25/96
2. Technical Proposal No. DCO-71007 Issue 1 dated, 11/25/96
3. Payment Terms:
100% of equipment price upon delivery, F.O.B. Lake Mary, Florida
100% of installation price upon installation turnover.
<TABLE>
<CAPTION>
Delivery
Month ARO
Item Description Quantity Unit Price Total Schedule
---- ----------- -------- ---------- ----- --------
<S> <C> <C> <C> <C>
01 Real Time ANI Feature
#823435.
Software RTU $30,000
PerSite
$80,000
(all 4 sites)
Network Buyout
</TABLE>
(continued on page 1a)
NOTE: This form must be signed and returned by Buyer within 30 days of the
first date above written.
<TABLE>
<CAPTION>
<S> <C>
This Contract is agreed to for item(s): ______ Siemens Stromberg-Carloson Home Office
__________________________________________________ Acceptance
__________________________________________________ By:____________________________________
Authorized Representative & Title Date
For:______________________________________________ Receipt of $________________________from
(Buyer/Licensee) Buyer is Hereby Acknowledged
By:____________________________________
</TABLE>
FORM SSC--38O-.412.1113
<PAGE>
SIEMENS CONTRACT
Stromberg-Carlson CONTINUATION
SHEET
ATHENA DCO-710007
Issue: 01
Date: 11/25/96
Page 1a
Item Description Qty. Unit Pr. Total
- ---- ----------- ------------- -----
NOTES:
Siemens Stromberg-Carlson reserves the right to change the hardware elements in
accordance with our ongoing development program. The hardware necessary to
support the functionality specified will be provided at time of shipment in
accordance with our then current hardware configuration policy.
PRICES DO NOT INCLUDE TAXES AND FREIGHT.
<PAGE>
ASSIGNMENT OF PURCHASE ORDER
This Assignment between Athena International Ltd. Liability Co. dba Athena
International, LLC ("Company") and Telecommunications Finance Group ("Lessor").
WHEREAS, the Company and Lessor have, or will shortly, execute a Lease
Agreement ("Lease"); and
WHEREAS, the Company has executed and delivered a certain purchase contract
covering the property described therein (the "Equipment"), a copy of which
purchase contract is attached hereto as Attachment A ("Purchase Order"); and
WHEREAS, the Company desires to assign to Lessor all of its rights and
interests under the Purchase Order for that equipment listed on Schedule 1, as
amended from time to time, of Exhibit A of the Lease so that Lessor might
purchase and take title to such equipment in the Company's stead.
NOW, THEREFORE, for valuable consideration, receipt of which is hereby
acknowledged, the parties hereto agree as follows: 1. This Assignment shall be
effective as of the date the Company executes Exhibit A entitled "Certificate of
Delivery and Acceptance" of the Lease.
2. The Company (a) represents and warrants that the Purchase Order
constitutes the entire understanding of the parties thereto with respect to the
purchase and sale of the Equipment covered thereby; (b) hereby assigns to Lessor
all of its rights under the Purchase Order as to the equipment listed on
Schedule 1, as amended from time to time, of Exhibit A of the Lease; (c) hereby
assigns to Lessor and Lessor hereby assumes and agrees, so long as a Company
complies with the provisions of the Lease and otherwise performs its obligations
under the Purchase Order, to perform Company's obligations under the Purchase
Order to pay the price of the equipment listed on Schedule 1, as amended from
time to time, of Exhibit A of the Lease; and (d) represents and warrants that
neither notice to nor consent from the respective vendor is required in
connection with the execution, delivery and performance of this Assignment or
for the validity or enforceability of this Assignment.
3. Pursuant to this Assignment, the Company hereby agrees with Lessor that
the Company shall continue to be responsible for the performance of all
obligations under the Purchase Order, except for, subject to the condition
provided in Paragraph 1 above, the obligation to pay the price as provided in
Paragraph 2 above, and the Company agrees to hold harmless and indemnify Lessor
from all liability, loss, damage, and expense arising from or directly or
indirectly attributable to such obligations.
IN WITNESS WHEREOF, the parties have duly executed this Assignment under
seal by their authorized representatives as of the date opposite their
respective signatures.
Athena International Ltd. Liability Co.
dba Athena International, LLC (Lessee)
By: /s/ Michael Landers
------------------------------------------
Michael Landers, President
------------------------------------------
Name & Title
Date Signed: 3/31/97
--------------------------------
TELECOMMUNICATIONS
By: FINANCE GROUP
---------------------------------------------
---------------------------------------------
Authorized Representative of
Telecommunications Finance Group
Date Signed: 4/23/97
------------------------------------------
<PAGE>
ATTACHMENT A
EQUIPMENT LIST #TFG-97207 DATED: February 25, 1997
- -------------------------
COMPANY: Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION: V
PART NO./DESCRIPTION QUANTITY AMOUNT
- -------------------- -------- ------
SS-C
----
<TABLE>
<CAPTION>
<S> <C> <C>
2 EJH PROCESSORS WITH 1 SPARE
PER DCO-745002, ISSUE 01, DATED
10/17/96 (S.O.#071522) AS FOLLOWS:
MATERIAL 1 LOT $30,420.00
INSTALLATION 2,000.00
FREIGHT 25.58
1 A-LINK PAIR FEATURE #003069
(S.O.#071802) AS FOLLOWS:
MATERIAL 1 LOT 7,170.00
SCAT 330.00
THIRD PARTY VENDOR - TELEFLEX
P133-4 INTELINK W/4 DIALOGIC BOARDS 1 23,650.00
----------
TOTAL $63,595.58
===== ==========
</TABLE>
TFGLA204-5.WPT
<PAGE>
OCC CONTRACT
SIEMENS
Stromberg-Carlson
400 Rinehart Road
Lake Mary, Florida 32748
(407)942-5000
Buyer: ATHENA INTERNATIONAL DATE: 10/17/96
-------------------- INSTALLATION SITE: Denver, CO
- ------------------------------ -----------------------------
- ------------------------------ -----------------------------
This Contract is subject to the terms and conditions set forth herein, and
includes the following:
1. Continuation pages 2, 3 and 4 which include a Disclaimer of Warranties and
a Software Product License.
2. Technical Proposal No. DCO-745002 , Issue 1 , dated, 10/17/96
------------------------ ----- ---------
3. Payment Terms:
o 100% of equipment price upon delivery, F.O.B. Lake Mary, Florida
o 100% of installation price upon Installation turnover.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
Delivery
Item Description Quantity Unit Price Total (Month ARO!
Schedule
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
01 Proposal for 2 EJH processors for Denver
with 1 spare per DCO-745002, Issue 01,
dated 10/17/96.
Material. $30,420
Installation - 2,000
--------
TOTAL $32,420
(continued on page 1a)
</TABLE>
NOTE: This form must be signed and returned by Buyer within 30 days of
the first date above written. -----
This Contract Is agreed to for item(s): Siemens Stromberg-Carlson Home
01 Offices Acceptance
- -------------------------------------- By: [Illegible] 11-8-90
______________________________________ ---------------------------
By: Wil F. Cooper 10/26/96 Date
- -------------------------------------- _______________________________
Autorized Representative & Title Date Receipts of $_____________ from
Athena International Buyer is Hereby Acknowledged
- -------------------------------------- By:____________________________
(Buyer/Licensed)
<PAGE>
SIEMENS CONTRACT
Stromberg-Carlson CONTINUATION
SHEET
Athena International DCO-745002
Issue: 01
Date: 10/17/96
Page 1a
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Item Description Qty. Unit Pr. Total
- --------------------------------------------------------------------------------
</TABLE>
NOTES:
IF PURCHASED, A 10% DEPOSIT IS REQUIRED ON ORDER ENTRY. IF LEASED FROM
TELECOMMUNICATIONS FINANCE GROUP, A 5% DEPOSIT IS REQUIRED ON ORDER ENTRY. THIS
5% DEPOSIT WILL BE APPLIED AGAINST LEASE PAYMENTS.
Siemens Stromberg-Carlson reserves the right to change the hardware elements in
accordance with our ongoing development program. The hardware necessary to
support the functionality specified will be provided at time of shipment in
accordance with our then current hardware configuration policy.
PRICES DO NOT INCLUDE TAXES AND FREIGHT.
S5C 3.SO-034 (2/96)
<PAGE>
OCC CONTRACT
SIEMENS
Stromberg-Carlson
400 Rinehart Road
Lake Mary, Florida 32748
(407) 942-5000
Buyer: ATHENA DATE:12/13/96
----------------- INSTALLATION SITE: Denver
- ------------------------ -------------------------
- ------------------------ -------------------------
This Contract is subject to the terms and conditions set forth herein, and
includes the following:
1. Continuation pages 2, 3 and 4 which include a Disclaimer of Warranties and
a Software Product License.
2. Technical Proposal No. DCO-710012 Issue 1 dated, 12/13/96
----------------------- --- --------
3. Payment Terms:
o 100% of equipment price upon delivery, F.O.B. Lake Mary, Florida
o 100% of installation price upon installation turnover.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
Delivery
Item Description Quantity Unit Price Total (Month ARO)
Schedule
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
01 1 A-Link pair Feature
#003069
Material $7,170
SCAT 330
------
TOTAL $7,500
(continued on page 1a)
</TABLE>
NOTE: This form must be signed and returned by Buyer within 30 days of
the first date above written. -----
This Contract is agreed to for item(s): Siemens Stromberg-Carlson Home Office
01 Acceptance
- -------------------------------------- By: [Illegible]
Athena International ---------------------------
- -------------------------------------- -------------------------------
(Buyer/Licensed) Receipts of $_____________ from
Buyer is Hereby Acknowledged
By:____________________________
<PAGE>
SIEMENS CONTRACT
Stromberg-Carlson CONTINUATION
SHEET
ATHENA DCO-710012
Issue: 01
Date: 12/13/96
Page 1a
<TABLE>
<CAPTION>
Item Description Quantity Unit Price Total
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
</TABLE>
Siemens Stromberg-Carlson reserves the right to change the hardware elements in
accordance with our ongoing development program. The hardware necessary to
support the functionality specified will be provided at time of shipment in
accordance with our then current hardware configuration policy.
PRICES DO NOT INCLUDE TAXES AND FREIGHT.
<PAGE>
ASSIGNMENT OF PURCHASE ORDER
This Assignment between Athena International Ltd. Liability Co. dba Athena
International, LLC ("Company") and Telecommunications Finance Group ("Lessor").
WHEREAS, the Company and Lessor have, or will shortly, execute a Lease
Agreement ("Lease"); and
WHEREAS, the Company has executed and delivered a certain purchase contract
covering the property described therein (the "Equipment"), a copy of which
purchase contract is attached hereto as Attachment A ("Purchase Order"); and
WHEREAS, the Company desires to assign to Lessor all of its rights and
interests under the Purchase Order for that equipment listed on Schedule 1, as
amended from time to time, of Exhibit A of the Lease so that Lessor might
purchase and take title to such equipment in the Company's stead.
NOW, THEREFORE, for valuable consideration, receipt of which is hereby
acknowledged, the parties hereto agree as follows:
1. This Assignment shall be effective as of the date the Company executes
Exhibit A entitled "Certificate of Delivery and Acceptance" of the Lease.
2. The Company (a) represents and warrants that the Purchase Order constitutes
the entire understanding of the parties thereto with respect to the purchase and
sale of the Equipment covered thereby; (b) hereby assigns to Lessor all of its
rights under the Purchase Order as to the equipment listed on Schedule 1, as
amended from time to time, of Exhibit A of the Lease; (c) hereby assigns to
Lessor and Lessor hereby assumes and agrees, so long as a Company complies with
the provisions of the Lease and otherwise performs its obligations under the
Purchase Order, to perform Company's obligations under the Purchase Order to pay
the price of the equipment listed on Schedule I, as amended from time to time,
of Exhibit A of the Lease; and (d) represents and warrants that neither notice
to nor consent from the respective vendor is required in connection with the
execution, delivery and performance of this Assignment or for the validity or
enforceability of this Assignment.
3. Pursuant to this Assignment, the Company hereby agrees with Lessor that the
Company shall continue to be responsible for the performance of all obligations
under the Purchase Order, except for, subject to the condition provided in
Paragraph 1 above, the obligation to pay the price as provided in Paragraph 2
above, and the Company agrees to hold harmless and indemnify Lessor from all
liability, loss, damage, and expense arising from or directly or indirectly
attributable to such obligations.
IN WITNESS WHEREOF, the parties have duly executed this Assignment under
seal by their authorized representatives as of the date opposite their
respective signatures.
Athena International Ltd. Liability Co.
dba Athena International, LLC (Lessee)
By: /s/ Michael Landery
----------------------------------
Michael Landery Exec. Managing Director
---------------------------------------
Name & Title
Date Signed: 12/18/96
----------------------------
TELECOMMUNICATIONS FINANCE GROUP
By: CC Callaway
----------------------------
----------------------------
Authorized Representative of
Telecommunications Finance Group
Date Signed: 31 Jan 1997
-------------------
TFGLA204-9.WPT
<PAGE>
DATED: December 2, 1996
COMPANY: Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION: III
<TABLE>
<CAPTION>
PART NO./DESCRIPTION QUANTITY AMOUNT
- -------------------- -------- ------
<S> <C> <C>
A FULLY EQUIPPED DTF-03 FRAME
(1152 PORTS) PER DCO-681108, ISSUE
1, DATED 06/24/96; ADDITIONAL POWER
SYSTEM; SERVICE CIRCUITS INCLUDING
INSTALLATION (S.O.#071044) 1 LOT $122,227.00
FREIGHT 2,339.72
Third Party Vendor - Telcom Products
- ------------------------------------
EQUIPMENT AS FOLLOWS: 1 LOT 25,151.50
TELLABS 82-2532A ECHO CAN., S/N'S
S062195-S062210 16
TELLABS 81-235A SHELF, S/N'S 524757H,
480861/004,554KKOK 3
FREIGHT 137.43
THIRD PARTY VENDOR-TTC
----------------------
EQUIPMENT AS FOLLOWS: 1 LOT 13,486.00
TBERD-224 MAINFRAME, S/N 9495 1
T1/TF1/DDS BERT BUNDLE (41500) 1
G.821 PERFORMANCE OPTION 1
DSP BOARD OPTION 1
VF TESTING OPTION 1
SIGNALING OPTION 1
DIGIT ANALYSIS OPTION 1
DTM, DISTRIBUTED TEST MANAGER 1
FREIGHT 15.00
THIRD PARTY VENDOR - ACTION TELCOM
(SEE ATTACHED EQUIPMENT LIST)
PRIMARY SYSTEM; SECONDARY SYSTEM;
AVAS SYSTEM; TCP/1P PACKAGE; NETPLAN
PACKAGE; REMOTE COMMUNICATIONS
PACKAGE INCLUDING INSTALLATION 1 LOT 101,000.00
----------
TOTAL $264,356
===== ========
</TABLE>
<PAGE>
SIEMENS OCC CONTRACT
Stromberg-Carlson
ATTACHMENT A
400 Rhenhart Road
Lake Mary, Florida 32748
(407) 942-5000
Buyer: ATHENA INTERNATIONAL DATE: 06/24/96
- --------------------------- INSTALLATION SITE: Denver, CO
- --------------------------- -----------------------------
This Contract is subject to the terms and conditions sat forth herein, and
includes the following:
1. Continuation pages 2, 3 and 4 which include a Disclaimer of Warranties and
a Software Product License.
2. Technical Proposal No. DCO-681108 , Issue 1 , dated, 06/24/96
------------------ ---------
3. Payment Terms:
o 100% of equipment price upon delivery, F.O.B. Lake Mary, Florida
o 100% of installation price upon installation turnover.
<TABLE>
<CAPTION>
Item Description Quantity Unit Price Total
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
01 Proposal for a fully equipped
DTF-03 Frame (1152 Ports), per
DC0-681108, Issue 1, dated
06/24/96. Material $88,000
Installation 9,900
-------
TOTAL $97,900
02 DTF-04 Fully Equipped Material $60,000
Installation $ 7,500
-------
TOTAL $67,500
</TABLE>
NOTE: This form must be signed and returned by Buyer within 30 days
of the first date above written. ------
This Contract is agreed to for item(s): Siemens Stromberg-Carlson Home Office
01 + 02 + 03 + 04 Acceptance
- --------------------------------------- By: [Illegible] 8/29/96
By: /s/ William F. Cooper III 8/28 -------------------------------------
- --------------------------------------- -------------------------------------
Authorized Representative & Title Date Receipt of $____________________ from
For:___________________________________ By___________________________________
(Buyer/Licensee) Date
<PAGE>
SIEMENS CONTRACT
Stromberg-Carlson. CONTINUATION
SHEET
ATHENA DCO-681108
Issue: 01
Date: 06/24/96
Page 2a
<TABLE>
<CAPTION>
Item Description Quantity Unit Price Total
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
03 Additional Power System Material $17,692
Installation --
-------
TOTAL $17,692
04 Service Circuits Material $ 6,635
Installation --
-------
TOTAL $ 6,635
</TABLE>
NOTES:
IF PURCHASED, A 10% DEPOSIT IS REQUIRED ON ORDER ENTRY. IF LEASED FROM
TELECOMMUNICATIONS FINANCE GROUP, A 5% DEPOSIT IS REQUIRED ON ORDER ENTRY.
THIS 5% DEPOSIT WILL. BE APPLIED AGAINST LEASE PAYMENTS.
Siemens Stromberg-Carlson reserves the right to change the hardware
elements in accordance with our ongoing development program. The hardware
necessary to support the functionality specified will be provided at time
of shipment In accordance with our then current hardware configuration
policy.
PRICES DO NOT INCLUDE TAXES AND FREIGHT.
<PAGE>
ASSIGNMENT OF PURCHASE ORDER
This Assignment between Athena International Ltd. Liability Co. dba Athena
International, LLC ("Company") and Telecommunications Finance Group ("Lessor").
WHEREAS, the Company and Lessor have, or will shortly, execute a Lease
Agreement ("Lease"); and
WHEREAS, the Company has executed and delivered a certain purchase contract
covering the property described therein (the "Equipment"), a copy of which
purchase contract is attached hereto as Attachment A ("Purchase Order"); and
WHEREAS, the Company desires to assign to Lessor all of its rights and
interests under the Purchase Order for that equipment listed on Schedule 1, as
amended from time to time, of Exhibit A of the lease so that Lessor might
purchase and take title to such equipment in the Company's stead.
NOW, THERLFORE, for valuable consideration, receipt of which is hereby
acknowledged, the parties hereto agree as follows:
1. This Assignment shall be effective as of the date the Company executes
Exhibit A entitled "Certificate of Delivery and Acceptance" of the Lease.
2. The Company (a) represents and warrants that the Purchase Order constitutes
the entire understanding of the parties thereto with respect to the purchase and
sale of the Equipment covered thereby; (b) hereby assigns to Lessor all of its
rights under the Purchase Order as to the equipment listed on Schedule 1, as
amended from time to time, of Exhibit A of the Lease; (c) hereby assigns to
Lessor and Lessor hereby assumes and agrees, so long as a Company complies with
the provisions of the Lease and otherwise performs its obligations under the
Purchase Order, to perform Company's obligations under the Purchase Order to pay
the price of the equipment listed on Schedule 1, as amended from time to time,
of Exhibit A of the Lease; and (d) represents and warrants that neither notice
to nor consent from the respective vendor is required in connection with the
execution, delivery and performance of this Assignment or for the validity or
enforceability of this Assignment.
3. Pursuant to this Assignment, the Company hereby agrees with Lessor that the
Company shall continue to be responsible for the performance of all obligations
under the Purchase Order, except for, subject to the condition provided in
Paragraph 1 above, the obligation to pay the price as provided in Paragraph 2
above, and the Company agrees to hold harmless and indemnify Lessor from all
liability, loss, damage, and expense arising from or directly or indirectly
attributable to such obligations.
IN WITNESS WHEREOF, the parties have duly executed this Assignment under
seal by their authorized representatives as of the date opposite their
respective signatures.
Athena International Ltd. Liability Co.
dba Athena International LLC
By: /s/ Michael T. Landers
-------------------------------------------
Michael T. Landers, Executive Managing Director
-----------------------------------------------
Name & Title
Date Signed:___________________________________
TELECOMMUNICATIONS FINANCE GROUP
By: [Illegible]
-------------------------------------------
_______________________________________________
Authorized Representative of
Telecommunications Finance Group
Date Signed: 10/15/96
----------------------------------
<PAGE>
SIEMENS OCO CONTRACT
Stromberg-Carlson ATTACHMENT A
400 Rinehart Road
Lake Mary, Florida 32748
(407)942-5000
Buyer: Athena International DATE: 02/26/96
-------------------- INSTALLATION SITE: Denver. CO
___________________________ _____________________________
This Contract is subject to the terms and conditions set forth herein, and
Includes the following
1. Continuation pages 2, 3 and 4 which include a Disclaimer of Warranties and
Software Product License
2. Technical Proposal No. DCO-681024 Issue 3 , dated, 02/26/96
--------------------- ----- --------
3. Payment Terms:
o 100% of equipment price upon delivery, F.O.B. Lake Mary, Florida
o 100% of installation price upon installation turnover.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
Delivery
Item Description Quantity Unit Price Total (Month ARO)
Schedule
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
01 Proposal for an 1152 port addition per
DCO-681024, issue 3, dated 02/26/96.
Material $123,857
Installation 10,500
--------
TOTAL $134,357
02 OCS7 Unk Pair Software 003069
Software 2 $7,225 $ 14,450
</TABLE>
NOTE: This form must be signed and returned by Buyer within 30 days of
the first date above written. -----
This Contract Is agreed to for item(s): Siemens Stromberg-Carlson Home
01 Offices Acceptance
- -------------------------------------- By: [Illegible] 3/22/96
______________________________________ ---------------------------
By: Wil F. Cooper 3/13/96 Date
- -------------------------------------- _______________________________
Autorized Representative & Title Date Receipts of $_____________ from
Athena International Buyer is Hereby Acknowledged
- -------------------------------------- By:____________________________
(Buyer/Licensed)
<PAGE>
SIEMENS CONTRACT
Stromberg-Carlson CONTINUATION
SHEET
ATHENA INTERNATIONAL DCO-681024
Issue: 03
Date: 02/26/96
Page 2a
NOTES:
A 10% DEPOSIT IS REQUIRED ON ORDER ENTRY. IF LEASED, A 5% DEPOSIT IS
REQUIRED ON ORDER ENTRY. IF APPLIED AGAINST A LEASE, IT WILL APPLY TO THE
FIRST AND THIRTEENTH PAYMENTS -- AND CONTRIBUTE TO THE LAST PAYMENT.
Siemens Stromberg-Carlson reserves the right to change the hardware
elements in accordance with our ongoing development program. The hardware
necessary to support the functionality specified will be provided at time
of shipment in accordance with our then current hardware configuration
policy.
PRICES DO NOT INCLUDE TAXES AND FREIGHT.
<PAGE>
ASSIGNMENT OF PURCHASE ORDER
This Assignment between Athena International Ltd. Liability Co. dba Athena
International, LLC "Company) and Telecommunications Finance Group ("Lessor").
WHEREAS, the Company and Lessor have, or will shortly, execute a Lease
Agreement ("Lease"); and
WHEREAS, the Company has executed and delivered a certain purchase,
contract covering the property described therein (the "Equipment"), a copy of
which purchase contract is attached hereto as Attachment A ("Purchase Order:");
and
WHEREAS, the Company desires to assign to Lessor all of its rights and
interests under the Purchase Order for that equipment listed on Schedule I, as
amended from time to time, of Exhibit A of the Lease so that Lesssor might
purchase and take title to such equipment in the Company's stead.
NOW, THEREFORE, for valuable consideration, receipt of which is hereby
acknowledged, the parties hereto agree as follows: 1, This Assignment shall be
effective as of the date the Company executes Exhibit A entitled "Certificate of
Delivery and Acceptance" of the Lease. 2, The Company (a) represents and
warrants that the Purchase Order constitutes the entire understanding of the
parties thereto with respect to the purchase and sale of the Equipment covered
thereby; (b) hereby assigns to Lessor all of its rights under the Purchase Order
as to the equipment listed on Schedule 1, as amended from time to time, of
Exhibit A of the Lease; (c) hereby assigns to Lessor and Lessor hereby assumes
and agrees, so long as a Company complies with the provisions of the Lease and
otherwise performs its obligations under the Purchase Order, to perform
Company's obligations under the Purchase Order to pay the price of the equipment
listed on Schedule 1, as mended from time to time, of Exhibit A of the Lease;
and (d) represents and warrants that neither notice to nor consent from the
respective vendor is required in connection with the execution, delivery' and
performance, of this Assignment or for the validity or enforceability of this
Assignment. 3. Pursuant to this Assignment, the Company hereby agrees with
Lessor that the Company shall continue to be responsible for thc performance of
all obligations under the Purchase Order, except for, subject to the condition
provided in Paragraph 1 above, the obligation to pay the price as provided in
Paragraph 2 above, and the Company agrees to hold harmless and indemnify Lessor
from all liability, loss, damage, and expense arising from or directly or
indirectly attributable to such obligations,
IN WITNESS WHEREOF, the parties have duly executed this Assignment under
seal by their authorized representatives as of the date opposite their
respective signatures.
Athena International Ltd. Liability Co.
dba Athena International LLC
By: /s/ Michael T. Landers
-------------------------------------------
Michael T. Landers, Executive Managing Director
-----------------------------------------------
Name & Title
Date Signed: 2.8.96
-----------------------------------
TELECOMMUNICATIONS FINANCE GROUP
By: [Illegible]
-------------------------------------------
_______________________________________________
Authorized Representative of
Telecommunications Finance Group
Date Signed: 2/29/96
----------------------------------
<PAGE>
ATTACHMENT A TO ASSIGNMENT OF
PURCHASE ORDER
EQUIPMENT LIST #TFG-95029 DATED: April 25, 1995
COMPANY: Athena International Ltd. Liability Co.
dba Athena International, LLC
LOCATION: Denver, Colorado
EQUIPMENT: SS-C/Third Party Vendor
SITE LOCATION: Denver, Colorado
<TABLE>
<CAPTION>
PART NO./DESCRIPTION QUANTITY AMOUNT
- -------------------- -------- ------
SS-C
- ----
<S> <C> <C>
Freight- DCO-CS - S.O.#065066 $ 3,052.14
Third Party Vendor - Tale-Flex Systems
Hardware/Software as follows (Also See
Attached Equipment List). 1 LOT 145,369.40
Call Capture/Conversion Units (2); Intelink
TM Chassis (1);Additional T-1 Cards for First
Chassis (2);Tele-Flex GeniusTM Billing Module
(1); Tele-Flex IntelinkTM Debit Module (1);
Tale-Flex IntelinkTM Reorigination
Module (1); First Data Resources Interface (1)
Third Party Vendor - Sirius Computer Solutions
Hardware/Software per the Attached Equipment List 1 LOT 32,829.10
TOTAL $181,250,64
</TABLE>
<PAGE>
MEMO
To: Andrea Spalding/Telecommunications Finance Group
From: Jackie Gaash
Date: November 29, 1994
Re: Serial/Numbers for Athena Equipment
Listed below are the serial numbers for the equipment located at Athena
International In Denver, Colorado. If you have any questions, call me at
407-998-9356.
<TABLE>
<CAPTION>
Description Qty Serial Numbers
- ----------- --- --------------
<S> <C> <C>
Call Capture Units 2 629435/1240801286
DX2/50 PGA, MAXTOR 628442/1240801283
345MB HARD DRIVE, 14"
.28 MONITOR, 1MB VIDEO
BOARD.
Intelink Chassis 1 130496-9435
RACKMT 14AT 350W 48VDC
D488DXC/33, CPU 33MHZ,
1.44MB FLOPPY, DS345 SCSI
PKG DRIVE & ADAPTER,
QAPLUS DIAGNOSTIC SW;
LOVGA 640X480 VGA 256K VID
101 KEY KEYBOARD
Dialogic Boards
DTI/211 ASSY 3 B1009533 to. B1009535
D/1218 ASSY 6 AT048825 to AT048630
DMX ASSY 1 BM007378
</TABLE>
Tele-Flex Systems, 2101 Corporate Blvd, Suite 214 Boca Raton Florida 33431
<PAGE>
RIUS COMPUTER SOLUTIONS
888 ISOM SUITES 100
SAN ANTONIO, TEXAS 78216
REVISED INVOICE
(210) 822-8582
STAR
TELECOMMUNICATION FINANCE GROUP DATE: 11/30/94
N MAIL ZONE A-5
Rinehart ROAD INVOICE: 44344.A
LAKE MARY, FLORIDA 32746
SHIPPED TO: ATHENA INTERNATIONAL
ATTN: MIKE LANDERS;
910 15TH STREET, SUITE 667
DENVER, CO 80202
TERMS; DUE UPON RECEIPT
<TABLE>
<CAPTION>
- -------------------------------------------------------------
DESCRIPTION SERIAL NUMBER PRICE
- -------------------------------------------------------------
<S> <C> <C>
HARDWARE
9402 200, S/N 2C12A 2C12A $29,846.00
940X FC2031 A2C12A
940X FC2609 D2C12A
940X FC 2609 C2C12A
9401 FC 2609 B2C12A
940X FC2623 E2C12A
940X FC 2960 F2C12A
940X FC 4118 F2C12A
940X FC 4652 H2C12A
940X FC 5517 I2C12A
940X FC 6380 J2C12A
940X FC 7108 K2C12A
940X FC 9023 R2C12A
940X FC 9023 G2C12A
940X FC 9023 P2C12A
940X FC 9023 D2C12A
940X FC 9023 N2C12A
94OX FC 9023 M2C12A
940X FC 9023 L2C12A
940X FC 9172 S2C12A
940X FC 9248 T2C12A
940X FC 9319 U2C12A
7855 010 B7252
9910 B08 100695
940X FC 9612 V2C12A
940X FC 9652 W2C12A
3487 HC3 122 A8033
5763 SSI 81958
5763 XA1 F4451
5763 QU1 F4452
5755 AB3 FC 8541 081961
SALES PRICE $29,846.00
CK 168595 APPLIED ($25,159.00)
-------------
TOTAL $4,687.00
=============
</TABLE>
<PAGE>
888 ISOM SUITES 100
SAN ANTONIO, TEXAS 78216
SIRIUS COMPUTER SOLUTIONS (210) 822-8582
INVOICE
TELECOMMUNICATION FINANCE GROUP DATE: 11/30/94
ATTN: MAIL ZONE A-5
400 RINEHART ROAD INVOICE: 44344
LAKE MARY, FLORIDA 32746
SHIPPED TO: ATHENA INTERNATIONAL
ATTN: MIKE LANDERS,
910 15TH STREET, SUITE 667
DENVER, CO 80202
TERMS: DUE UPON RECEIPT
<TABLE>
<CAPTION>
- -------------------------------------------------------------
QTY DESCRIPTION SERIAL NUMBER PRICE
- -------------------------------------------------------------
<S> <S> <C> <C>
1) 5763 661 81958 $477.00
1) 5763 XA1 F4451 $419.00
1) 5763 GU1 F4452 $398.00
5756 AB3 FC 8541 081961 $ 8.00
--------------
SALES PRICE $1,302.O0
--------------
TOTAL $1,302.00
==============
</TABLE>
<PAGE>
ASSIGNMENT -OF PURCHASE-ORDER
This Assignment between Athena International ("Company") and
-------------------------
Telecommunications Finance Group ("Lessor").
WHEREAS, the Company and Lessor have, or will shortly, execute a Lease
Agreement ("Lease"); and
WHEREAS, the Company has executed and delivered a certain purchase contract
covering the property described therein (the "Equipment"), a copy of which
purchase contract is attached hereto as Attachment A ("Purchase Order"); and
WHEREAS, the Company desires to assign to Lessor all of its rights and
interests under the Purchase Order for that equipment listed on Schedule l, as
amended from time to time, of Exhibit A of the Lease so that Lessor might
purchase and take title to such equipment in the Company's stead.
NOW, THEFORE., for valuable consideration, receipt of which is hereby
acknowledged, the parties hereto agree as follows:
1. This Assignment shall be effective as of the date the Company executes
Exhibit A entitled "Certificate of Delivery and Acceptance" of the Lease.
2. The Company (a) represents and warrants that the Purchase Order constitutes
the entire understanding of the parties thereto with respect to the purchase and
sale of the Equipment covered thereby; (b) hereby assigns to Lessor all of its
rights under the Purchase Order as to the equipment listed on Schedule 1, as
amended from time to time, of Exhibit A of the Lease; (c) hereby assigns to
Lessor and Lessor hereby assumes and agrees, so long as a Company complies with
the provisions of the Lease and otherwise performs its obligations under the
Purchase Order, to perform Company's obligation under the Purchase Order to pay
the price of the equipment listed on Schedule 1, as amended from time to time,
of Exhibit A of the Lease; and (d) represents and warrants that neither notice
to nor consent from the respective vendor is required in connection with the
execution, delivery and performance of this Assignment or for the validity or
enforceability of this Assignment.
3. Pursuant to this Assignment, the Company hereby agrees with Lessor that the
Company shall continue to be responsible for the performance of all obligations
under the Purchase Order, except for, subject to the condition provided in
Paragraph 1 above, the obligation to pay the price as provided in Paragraph 2
above, and the Company agrees to hold harmless and indemnify Lessor from all
liability, loss, damage, and expense arising from or directly or indirectly
attributable to such obligations.
In WITNESS WHEREOF, the parties have duly executed this Assignment under
seal by their authorized representatives as of the date opposite their
respective signatures.
ATHENA INTERNATIONAL
--------------------------------
(Company)
By: Michael T. Landers
---------------------------
Printed Name: Michael T. Landers
------------------
Title: [Illegible]
-------------------------
TELECOMMUNICATIONS FINANCE GROUP
By: CC Calloway
---------------------------
Authorized Representative of
Telecommunications Finance Group
Date Signed: 12/19/94
------------------
<PAGE>
OCC CONTRACT
SIEMENS
Stromberg-Carlson
ATTACHMENT A
4OO Rinehart Road
Lake Mary, Florida 32746
(407) 942-5000
Buyer: Athena International DATE: 05/19/94
Denver, CO INSTALLATION SITE: TBD
This Contract is subject to the terms and conditions set forth herein, and
includes the following:
1. Continuation pages 2, 3 and 4 which include a Disclaimer of Warranties and
a Software Product License.
2. Technical Proposal No. DC-481238 , Issue 1 dated, 05/19/94
------------------- ----------- --------
3. Payment Terms:
o 100% of equipment price upon delivery, F.O.B. Lake Mary, Florida
o 100% of Installation price upon installation turnover.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
Delivery
Item Description Quantity Unit Price Total (Month ARO)
Schedule
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
01 A used Siemens Stromberg-Carlson Digital
Central Office carrier Switch equipped
for and wired for 1152 digital ports per
DCO-481238, Issue 01, dated 05/19/94
with a new basic Release 12.1 CMF, used
AMA frame.
Material $199,000
Installation 28,500
--------
TOTAL $227,500
02 An addition to a Siemens Stromberg-
Carlson Digital Central Office Carrier
Switch of basic SS-7 with 800
portability per DCO-481238, Issue 01,
dated 05/19/94. 44,100
Material $49,000
Installation 9.600
--------
TOTAL $58,600
(continued on page la)
</TABLE>
NOTE: This form must be signed and returned by Buyer within 30 days of
the first date above written. -----
This Contract Is agreed to for item(s): Siemens Stromberg-Carlson Home
01, 092, 02A, 03 (1set, 06B, 06C Offices Acceptance
- -------------------------------------- By: [Illegible] 5/20/94
[Illegible} 3/13/96 ---------------------------
- -------------------------------------- Date
Autorized Representative & Title Date _______________________________
For: Athena International Receipts of $_____________ from
--------------------------------- Buyer is Hereby Acknowledged
(Buyer/Licensed) By:____________________________
<PAGE>
SIEMENS CONTRACT
Stromberg-Carlson CONTINUATION
SHEET
Athena International DCO-481238
Issue: 01
Date: 05/19/96
Page 1a
<TABLE>
<CAPTION>
Item Description Qty. Unit Pr. Total
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
02A An addition to a Siemens
Stromberg-Carlson Digital
Central Office Carrier Switch
of SS-7 spares per DCO-481238,
Issues 01, dated 05/19/94.
Material $ 7,200
03 Additional pairs of "A" LINKS
(maximum additional available
is 11)
Material $7,225
04 "A" LINKS consolidation per
DCO-481238, Issue 01, dated
05/19/94.
Material $24,000
05 An addition to a Siemens Stromberg-
Carlson Digital Central Office
Carrier Switch of Duplex MPs per
DCO-481238, Issue 01, dated
05/19/94.
Material $22,821
Installation 4,183
TOTAL $27,004
(continued on page 2a)
</TABLE>
<PAGE>
SIEMENS CONTRACT
STROMBERG-Carlson CONTINUATION
SHEET
Athena International DC0-481238
Denver, CO Issue: 01
Date: 05/19/94
Page 2a
<TABLE>
<CAPTION>
Item Description Qty Unit Pr Total
- ---- ----------- --- ------- -----
<S> <C> <C> <C> <C>
06A Debit Card C.O.S. Feature 824420
per DCO-481238, Issue 01,
dated 05/19/94.
Material $19,500
06B International Operator Service
per DCO-481238, Issue 01, dated
05/19/94.
Material $10,350
060 Route by ANI on any 700/800 number
Feature 820399. per D00-481238,
Issue 01, dated 05/19/94.
Material $ 9,000
06D AN!/Auth Code Refresh Protection
Feature 824429 (Must be ordered with
Feature 824420) per DCO-481238,
Issue 01, dated 05/19/94.
Material $19,500
</TABLE>
THE USED SWITCH IN ITEM 01 IS OFFERED ON A FIRST COME FIRST SERVED
BASIS.
A 10% DEPOSIT IS REQUIRED ON ORDER ENTRY. IF LEASED, A 5% DEPOSIT
IS REQUIRED ON ORDER ENTRY. IF APPLIED AGAINST A LEASE, IT WILL
APPLY TO THE FIRST AND THIRTEENTH PAYMENTS AND CONTRIBUTE TO THE
LAST PAYMENT.
Siemens Stromberg-Carlson reserves the right to change the
hardware elements in accordance with our ongoing development
program. The hardware necessary to support the functionality
specified will be provided at time of shipment in accordance with
our then current hardware configuration policy.
PRICES DO NOT INCLUDE TAXES AND FREIGHT.
<PAGE>
ATHENA
INTERNATIONAL L.L.C.
May 20, 1994
Simons Stronberg-Carlson'
400 Rinehart Road
Lake Mary, FL 32746
Attn: Tom Hayes and Pete Lyons
By Facsimile
Re: Technical Proposal No. DCO.-481238
Athena International, L.L.C.
Dear Tom and Pete:
Following is the Letter of Intent for a used 1152 port Siemens Stromberg-Carlson
Digital Central office Switch with a new basic Release 12.1 CMF, used AMA frame.
Other items to included are the Debit Card C.O.S. (Item 064) and International
Operator Services (item 06B). Athena requests a twenty percent (20%) discount on
items 06A and 06B.
Athena intends to lease this equipment, and does want the ability to add to the
lease as additional items not ordered now are added, to the system. The
submittal of this Letter of Intent is contingent upon a one year pricing
guarantee from date order entry for items 02, 02A, 03, 04, 05, 06C and 06D.
Thc document has been signed by William F. Cooper, III, Chief Operating Officer
of Athena International, L,L.C.
Please call Tom Wilson or me if you have questions.
Sincerely,
Michael Landers
Consultant
c. Tom Wilson
William F. Cooper, III
<PAGE>
CERTIFICATE OF DELIVERY AND ACCEPTANCE
Commencement Date: January 2, 1995.
THIS CERTIFICATE OF DELIVERY AND ACCEPTANCE is executed and delivered to
Telecommunications Finance Group ("Lessor") by Athena International, Ltd.
-----------------------------
Liability Co. dba Athena International. LLC ("Lessee") pursuant to and in
- -----------------------------------------------
accordance with the Lease Agreement dated: July 25, 1994 between Lessor and
-------------
Lessee (the "Lease", the defined terms therein being used herein with their
defined meanings).
1. The Equipment covered by this Certificate consists of the items described
in Schedule 1 to Exhibit A of the Lease.
2. Lessee confirms that the items of Equipment covered hereby have been
delivered to it in good working order and condition, and have been
inspected and accepted by Lessee as of the Commencement Date set forth
above.
3. Lessee confirms that such items of Equipment have been installed at:
910 15th Street, Suite 667 Denver,CO 80202-2928
-----------------------------------------------
4. The Lessor's value of the items of Equipment covered hereby is set forth in
the Schedule 1 to Exhibit A. Lessee confirms that each installment of rent
payable is as defined by the rental rate factor per thousand dollars as
specified in Section 5 of the Lease.
5. Lessee hereby: (a) confirms that the items of Equipment covered hereby have
been inspected by Lessee, have been delivered in good working order and
condition and are of the size, design, capacity and manufacture selected by
it meet the provisions of the purchase order(s) with respect thereto: and
(b) irrevocably accepts said items in Equipment "as-is", where-is for all
purposes of the Lease as of the Commencement Date set forth above and shall
pursue remedies to correct deficiencies, if any in said items of equipment
under tile manufacturer's warranty provisions only.
6. Lessee hereby confirms: (i) that no Default or Event of Default is in
existence as of the Commencement Date set forth above, nor shall any
Default or Event of Default occur as a result of the lease by Lessee of the
Equipment specified here-in: and (ii) that all representations and
warranties of Lessee contained in the Lease or in any document or
certificate furnished Lessor in connection herewith, are true and correct
as of the Commencement Date set forth above with the same force and effect
as if made on such date.
7. Lessee assumes sole responsibility for ensuring that the billing center can
correctly read call records. Lessee's responsibility includes reading daily
the automatic message/ticketing accounting system and/or polling systems
tape(s) by the billing system to ensure all ticket information is present.
Risk of loss for any revenue or profit associated therewith passes to
Lessee upon cutover of any hardware or software.
8. All of the terms, provisions and conditions of the Lease are hereby
incorporated herein and made a part hereof as if such terms, provisions and
conditions were set forth in full in this Certificate. By their execution
and delivery of this Certificate, the parties hereto reaffirm all of the
terms, provisions and conditions of the Lease. IN WITNESS WHEREOF, Lessee
has caused this Certificate to be executed by its duly authorized officer
as of the Commencement Date set forth above.
Refer S.O. # 065066 ATHENA INTERNATIONAL, LTD. LIABILITLY
CO. DBA ATHANA INTERNATIONAL, LLC (Lessee)
-------------------------------------
By: /s/ Michael Landers Exec Dir.
----------------------------------------------
Michael Landers Executive Director
-----------------------------------------------
Name & Title)
ACCEPTED BY:
TELECOMMUNICATIONS FINANCE GROUP
AS OF THE 23 DAY OF May 1995
-- --- --
By: /s/ CC Callaway
------------------------------------------
------------------------------------------
Authorized Representative of
Telecommunications Finance Group
<PAGE>
SCHEDULE 1 OF EXHIBIT A
(CERTIFICATE OF DELIVERY AND ACCEPTANCE)
EQUIMENT DESCRIPTION
The items of personal property to be leased pursuant to this Lease Agreement,
dated as of July 25, 1994 between Telecommunications Finance Group, as Lessor,
and Athena International, Ltd. Liability Co. dba Athena International, LLC, as
Lessee, are described below and in the attached equipment list(s):
<TABLE>
<CAPTION>
Equipment List
Number Description Amount
- ------ ----------- ------[
<S> <C> <C>
DC0-481238 A New Siemens Stromberg-Carlson $314,252.00
Digital Central Office Carrier Switch
Equipped and Wired for 1152 Digital
Ports (DC0-481238, Issue 1, Dated 05/19/94) With a
New Basic Release 12.1 CMF, A Used AMA Frame, SS7
with 800 Portability, SS7 Spares, One (1) Additional
Pair of
"A" Links, International Operator
Service, and Route by ANI on any 700/800
Number Including Installation
</TABLE>
The above described equipment to be installed at:
910 15th Street, Suite 667, Denver, CO 80202-2928
BY:_________________________________
DATE:_______________________________
<PAGE>
ATHENA INTERNATIONAL, TBD
DCO-481238, 05/19/94, Issue 01
<TABLE>
<CAPTION>
DESCRIPTION QTY
- -----------------------------------------------------------------------------------------
ITEM 01
DIGITAL TRUNK INTERFACE FRAME, USED
- -----------------------------------------------------------------------------------------
<S> <C> <C>
Digital Trunk Frame 1
CUA-Digital Trunk 6
1'1 Interface (Trk + Open) 4 8
DTF CUA-Basic PWBA 6
Rear Doors (HW=207600-471A) 1
Front Doors (HW,=207600-160A) 1
Blower Assembly, Base Mtg. 1
PWBA Guides (1/CUA) 6
Frame & Joining HW 1
Structural Bracing 1
Frame Package 1
Terminal Block 1
LINE/TRUNK FRAME, USED
- -----------------------------------------------------------------------------------------
Line Trunk Frame (Analog) 1
Supervisory Panel 1
Term Assembly PWBA 1
CUA-LTF Line Group 1
Basic PWBA for DAL CUA/Opt 1
Loop Trk, Reverse Battery 1
2W E&M Trunk 2
Frame Package 1
Terminal Block 1
PWBA Guides (1/CUA) 4
Sender PWBA, TMF (Digital) 4
Receiver PWBA, DTMF (STD) 1 7
Receiver PWBA, DTMF (FOC) 0
Structural Bracing 1
Receiver PWBA, TMF/EVACT 1 0
Sender PWBA, DTMF (Digital) 4
Rear Doors (HW=207600-471A) 1
Front Doors (HW=207600-160A) 1
CUA- Trunk Service Group 1
CUA-Service Group 2
Basic PWBA for Service Circuit CUA 2
Basic PWBA for Analog CUA 1
</TABLE>
Page 1
<PAGE>
ATHENA INTERNATIONAL, TBD
DCO-481238, 05/19194, Issue 01
<TABLE>
<CAPTION>
DESCRIPTION QTY
- -----------------------------------------------------------------------------------------
CONTROL & MAINTENANCE FRAME, NEW
- -----------------------------------------------------------------------------------------
<S> <C>
CMF il 1
Frame Weldment 1
Power Supply Door 1
Pkg. Assembly, Front Trim 1
Rear Door Mounting Hardware 1
Rear Trim Package 1
Right Front Door 1
Left Front Door 1
Door Assembly Right Rear 1
Door Assembly Left Rear 1
Door Assembly Power Supply 1
Earthquake Cabinet Joining 1
Basic TSI/TPP 1
PWBA, Timeslot Interchange 4
TSI PGH Interface Card 4
Basic CP PWBA 1
MCG II PWBA 2
DU II PWBA 2
Cable Assembly, DLI II 1
PWBA, Feature Processor II 2
Cable Assembly, FP II 1
J Processor CP E/W 8 Mb Memory 2
SNC Clock 1
DCO-E Interface 1
PWBA SLU Panel 6
Blank Panel Package Double 1
Basic MP PWBA 1
PWBA, TMP 1
Cable Assembly, TMP 1
PWBA, Bus Multiplexer II 1
PWBA, Mass Storage Adapter 1
PWBA, J Processor with 2 MB Memory 1
PWBA (2W) PXAM II 1
PWBA, Serial Une Unit 1
MG Basic PWBA MSS CUA 1
Tape Cartridge, MSS 1
Head Cleaning Kit, MSS 1
Basic PWBA, Maintenance and TAS 6
</TABLE>
Page 2
<PAGE>
ATHENA INTERNATIONAL, TBD
DCO-481238, 05/19/94, Issue 01
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------
DESCRIPTION QTY
- -----------------------------------------------------------------------------------------
<S> <C>
PWBA TAS Control 1
Diagnostic Grading Panel 1
Release 12 Software 1
POWER, RINGING & TEST FRAME, USED
- -----------------------------------------------------------------------------------------
PRT 00 Frame & Power Dist. 1
100A Circuit Breaker Package 9
5A Circuit Breaker -AC 1
7A Circuit Breaker -AC 1
Ring Generator Cabinet 1
Ring Generator- 20 Hz 1
Ring Mux & Serializer PWBA 2
RM&M Optional Wiring 1
Rear Doors (HW=207600-471A) 1
Front Doors (HW=207600-160A) 1
Cable Assembly 1
Structural Bracing 1
COMMON EQUIPMENT FRAME, USED
- ------------------------------------------------------------------------------------------
19" Relay Rack (DSX/Misc.) 1
Relay Rack Fuse Panel 1
Battery. Discharge From-top 7' 1
Package Assembly I/O EMC Earthquake 1
Wall Mounted. Newton Term Block/Bar 2
Installation Material 1
SCAT Package 1
Structural Bracing 1
Sup'str/Power & Intercon Cab. 1
Office Related Drawings 3
Standard Documentation 3
S/C Practices (SCPs) 1
AUTOMATIC MESSAGE ACCOUNTING, USED
- ------------------------------------------------------------------------------------------
AMA Frame Top Entry Cable 1
AMA Basic PWBA 1
Magnetic Tapes 1
1600 BPI Tape Drives 2
</TABLE>
Page 3
<PAGE>
ATHENA INTERNATIONAL, TBD
DCO-481238, 05/19/94, Issue 01
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------
DESCRIPTION QTY
- -----------------------------------------------------------------------------------------
<S> <C>
1600 BPI Strapping 1
1600 BPI Software I/F 1
Rear Doors 1
Structural Bracing 1
MISCELLANEOUS HARDWARE, USED
- -----------------------------------------------------------------------------------------
300/1200 Baud Modem 1
Cook NT5M Digital Announcer 1
Structural Bracing Mod Grp 4
Genicom 2120 Prntr DC 1
DEC VT 320 CA CRT1
DC-AC 200 VA Invert 1
DSX PnI-ADC DSX-DR19 W/CORDS 4
ADC 2200B Test Access 1
POWER EQUIPMENT, USED
- -----------------------------------------------------------------------------------------
Batt Charger 100 AmpJ50V 1 Ph. 2
Charger Rack Mtg. Assembly 7' 1
Battery Rack-With Bracing 1
Exide DD Battery 700 AH 1
SPARE PARTS, USED
- ----------------------------------------------------------------------------------------
Common Control Spares 1
Basic LTF Spare Parts 1
DTF PWBA Cluster Spare 1
Basic DTF Spare Parts 1
AMA Spare Parts 1
CMF II Spares, NEW
- -----------------------------------------------------------------------------------------
PWBA, Tape Drive 1
PWBA, 91 MB Disk Drive 1
PWBA, Power and Alarm 1
PWBA, Master Clock OsC 1
PWBA, Power Monitor 1
PWBA, MCG II 1
PWBA, Master Clock Dist. II 1
PWBA, DLI II 1
PWBA, TBI II 1
</TABLE>
Page 4
<PAGE>
ATHENA INTERNATIONAL, TBD
DCO-481238, 05119194, Issue 01
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------
DESCRIPTION QTY
- -----------------------------------------------------------------------------------------
<S> <C>
PWBA, MSA/SL 1
PWBA, Data Trunk III 1
Traffic Measure Processor 1
PWBA, J Processor with 2 MB Memory 1
PWBA, Feature Processor II
SOFTWARE FEATURES
- -----------------------------------------------------------------------------------------
Software Generic Release 12.1 1
No. of NXX Of. Codes 512
Split Authorization Codes 1
Hot Une Routing 1
Fraud Detection-Pattern Recog. 1
Trunk Queuing with Override 1
DAL Directory No. Tables 1
Intercept to Announcer 1
Tape to Tape Transfer 1
Time Altered Least Cost Rtg 1
INWATS AC on FGB Circuits 1
Enhanced Fraud Detection 1
FGC Outgoing Operation 1
Digital Pad Control 1
Auth. Code Sending on FGA 1
Concurrent AMA\DLI 1
Shared Project Codes 1
FOC By Trunk Group 1
0+ Service Enhancement 1
User Alert Trace 1
Call in Progress Trace 1
, INWATS AC on FGB Circuits 1
I/F to Smart Operator Pos. 1
Digital I/F to Remote Oper. 1
Inter-Operator Transfer 1
$CODE Overlay 1
Automatic Trunk Re-Attempt 1
Custom Int'cpt Announcement 1
Alarm Send 1
Speed Call-No. Pub 7/10D 10000
Speed Call - Private Lists 1 0 0
No. of Codes-Private 240 0
Authorization Codes-Qt. 27000
Traffic Measurement Enhanced 1
</TABLE>
Page 5
<PAGE>
ATHENA INTERNATIONAL, TBD
DCO-481238, 05/19/94, Issue 01
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------
DESCRIPTION QTY
- -----------------------------------------------------------------------------------------
<S> <C>
Multitasking Ports 7
Selective Number B locking 1
AMA - Tape Operation 1
AMA - DLI I/F w Vendor Sys 1
Enhanced Partitioning 1
Interim 800 Service/10d Trnsltn 20000
Interface to Vendor CODC 1
Credit Card Special Dialing 1
Enhanced VACT Supervision 1
ANI Code Validation - 15 NPAs 15
Validated Project Code Size 4
Fiat Rate Features 1
Operator Flag Digits 1
ANI Sending on FGD Trunk 1
Enhanced 800 INWATS Service 1
</TABLE>
Page 6
<PAGE>
ATHENA INTERNATIONAL, TBD
DCO-481238, 05119194, Issue 01
<TABLE>
<CAPTION>
DESCRIPTION QTY
- -----------------------------------------------------------------------------------------
ITEM02 SS7 HARDWARE & SOFTWARE
- -----------------------------------------------------------------------------------------
<S> <C> <C>
Signalling System Controller 2
Communication Unk Controller 2
Continuity Test PWBA 3
Data Unk III 2
SS-7 Software 1
Miscellaneous cables
Link Pair Software
ITEM 02A SS7 SPARES
- -----------------------------------------------------------------------------------------
Signalling System Controller PWBA 1
Communication Link Controller PWBA 1
</TABLE>
Page 7
<PAGE>
SIEMENS SOFTWARE
Stromberg-Carlson LICENSE
EXHIBIT B AGREEMENT
400 Rinehart Road
Lake Mary, Florida 342746
(407) 333-5500
To:
THIS LICENSEE AGREEMENT IS EFFECTIVE ON THE 25th day of July , 1994;
----------- --------- ---
by and between Siemens Stromberg-Carlson with offices at 400 Rinehart Road, Lake
------------------------------------
Mary, Florida ("SSC" or "Licensor) and Athena International, Ltd. Liability Co.
dba Athena International, LLC with offices at 910 15th Street, Suite 330,
- ----------------------------------- ---------------------------- Denver,
Colorado 80202-2928 ("Buyer" or "Licensee") ---------------------------
SOFTWARE LICENSE AGREEMENT
Under this Agreement, Buyer (hereinafter referred to as "Licensee") will acquire
from Siemens Stromberg-Carlson (hereinafter referred to as "Licensor") and
"Designated DCO" (defined below), which includes being furnished the "Software
Product" (defined below) and rights to use it in the operation of the Designated
DCO under the following terms and conditions.
1. In addition to definitions contained elsewhere herein, certain terms shall
have meanings as follows:
a. "Affiliated Corporation" means a subsidiary, parent, or sister
subsidiary either directly or indirectly controlling or controlled by
the party hereto or directly or indirectly controlled by a common
parent of the affiliate and the party.
b. "Derivative Work" means computer program instructions which
incorporate all or potions of a Software Product directly or through
linking and locating.
c. "Designated DCO" means the Digital Central Office System equipment
supplied to the Licensee by the Licensor for which the site dependent
data base questionnaire submitted by Licensee to the Licensor is
applicable.
d. "Generic Computer Program" means a software computer program in which
there subsides a set of computer instruction steps which are generic
to more than the specific version of the computer program which is
furnished under the license. (For the Software Products furnished
under a given license, only the applicable computer program steps
Products furnished under a given license, only the applicable computer
program steps necessary to provide the licensed feature are enabled.)
e. "Improvement/Enhancement" means any improvements or enhancements to
the Software Product, or to the composite hardware and software design
of the Designated DCO which includes an improvement or enhancement to
the Software Product.
f. "Improvement/Enhancements Grant-Back Rights" means royalty-free-
worldwide, non-exclusive rights to make, have made, sell (including
disposition to an end-user) and use under copyrights to software
patents, copyrights to firmware and semiconductor mask registration
rights in and to Improvements/Enhancements, with the right to
sub-license to Affiliated Corporations (such sublicense to survive any
subsequent termination of the affiliation.
g. "Software Product" means the software computer program, which is
tailored for use in the operation of the Designated DCO (in accordance
with the site dependent data base questionnaire submitted by the
Licensee to the Licensor) and which includes the following materials:
(1.0)a set of machine readable computer program instructions recorded
on magnetic disks or other storage media; and;
(2.0)a source code listing of the data base portion of the computer
program instructions, augmented by the programmer's annotations;
and
(3.0)all releases, issues or short sequences of computer program
instruction modifications ("patches") furnished by the Licensor
to the Licensee as a replacement for or for the modification of
previously furnished materials; and
(4.0)all Derivative Works or modifications, by whomever made, or any
of the foregoing; and
(5.0)all copies of any of the foregoing, in whole or in part, by
whomever made.
2. In consideration of the right-to-use fee, stated in the Licensor's invoice
for the Designated DCO equipment, the Licensor grants under the proprietary
rights (including copyrights) and the Licensee accepts, in accordance with
the law of New York, and indivisible, non-exclusive and non-transferable
(except as provided in Section 2.m.) license in each Software Product
furnished hereunder to use the Software Product on the Designated DCO
subject to the following terms:
a. The Licensee Agrees:
(1.0)it shall limit its use of each Software Product solely to the
operation of the applicable Designated DCO and no other purpose;
and
(2.0)it shall limit its making of copies of the Software Product, in
whole or in part, to copies reasonably necessary for the
operation of the Designated DCO and shall make none other; and
(3.0)It shall reproduce all proprietary notices, including the
copyright notices of the Licensor, which appear on are encoded
within the Software Product in the form or forms in which the
Software Product is received from the Licensor, upon all copies,
Derivative Works or other modifications which the Licensee shall
make; and
(4.0)The Software Product (physical materials, including all copies by
whomever made) shall be the property of the Licensor;
(5.0)The Licensee recognizes that the Software Product is a Generic
Computer Program, and shall not do, or cause to be done, anything
to activate any of the subsisting non-enabled computer
instruction steps therein. Further, the Licensor reserves to
itself the exclusive right to cause the subsiding non-enabled
program instruction steps to be activated (by the issuance under
the license of a version of Software Product have the applicable
additional computer instruction steps enabled) pursuant to
standard right-to-use software license upgrade Fees or, in the
absence of a standard upgrade fee, for an upgrade fee to be
negotiated.
b. As an additional fee required hereunder for the Software Product, the
Licensee shall further pay to the Licensor any state or local taxes,
however designated, levied against and paid by the Licensor, based
upon this transaction, or based upon Licensor's, or the Licensee's
interests in the Software Product, including sales, privilege, use,
personal property or intangible property taxes, exclusive, however, of
taxes based upon net income.
c. Notwithstanding any other provision hereof, in the event Licensor
develops improvements or enhancements to the Software Product which
represent significant "value added" to the Designated DCO or which
represent a significant improvement of performance of the Designated
DCO, the Licensor reserves the right to market the improvement or
enhancement as a separate offering (requiring payment of an additional
right-to-use fee, and which at the Licensor's option may require the
Licensee to execute a new Software Product License).
d. The Licensee hereby grants and agrees to grant to the Licensor, to the
extent it lawfully may, the Improvements/Enhancements Grant-Back
Rights related to any development whether made by the Licensor,
Licensee, or agents of the Licensee, of all or any portion of any
Software Product furnished hereunder pursuant to any request or
specifications by the Licensee for a design different from Licensor's
design, and regardless of whether or not the Licensee has compensated
the Licensor for its performance of such development. Title to
patents, copyrights, trade secrets and mask registrations developed by
Licensor pursuant to any request or specifications by the Licensee and
regardless of whether the Licensee has compensated the Licensor for
its performance of such development shall vest in Licensor; Licensee,
however, is to get Improvements/Enhancements Grant-Back Rights.
e. The Licensee shall not merge any Software Product with other software
computer program materials to form a Derivative Work or otherwise
modify or alter a Software Product in any manner whatsoever, unless
prior thereto the Licensee shall execute a written grant-back, in a
form satisfactory to the Licensor, granting to the Licensor the
Improvement/Enhancements Grant-Back Rights in and to the merged,
modified or altered Software Product. However, nothing in this
subsection 2.e. shall be interpreted or construed as entitling the
Licensee to access to the source code version of the Software Product,
as entitling the Licensee to access to the source code version of the
Software Product, or to receive any manner of support of the
Licensee's efforts to merge, modify or alter Software Product from
Licensor.
f. The Licensee agrees that any communication or other disclosure of
information it makes to the Licensor related to a request/
specification for an improvement, enhancement, to modification to
Licensor's design of the Software Product shall be made upon a
nonconfidential basis without any manner of restriction of Licensor in
its use of dissemination of received information.
g. Five (5) year initial term; option for fifty (50) year extension term;
and requirement for notice:
(1.0)The term of this License shall be five (5) years from and after
the date of turnover to the Licensee of the Designated DCO; and
the Licensee's rights-to-use the Software Product and this
License shall terminate upon the expiration of such term, unless
the Licensee has exercised its option to acquire a license
extension term, pursuant to Subsection 2.g. (2.0), following.
(2.0)The Licensor hereby grants Licensee an option whereby in return
for the payment of the then current right-to-use renewal fee, the
Licenseee shall acquire a paid-up license extension for a term of
fifty (50) years starting immediately upon expiration of the
initial five (5) year term.
(3.0)The foregoing notwithstanding, the Licensee's failure to exercise
the foregoing option by the date of expiration of the initial
five (5) year term shall not bring about the termination of the
Licensee's rights-to-use the Software Product and termination of
this License, unless the Licensor has provided the Licensee with
six (6) months advanced written notice advising the Licensee of
such impending termination (See also Subsection 2.1, hereinafter,
pertaining to notices.)
h. Default Termination:
(1.0)The Licensor and the Licensee shall have the right to terminate
this License in the event of any default by the other party which
the defaulting party fails to correct within a period of sixty
(60) days after the receipt of notice thereof from the
non-defaulting party, or immediately and without notice in the
event that any bankruptcy, arrangement for the benefit of
creditors or insolvency proceedings are commenced, or against
the Licensee, or in the event of the appointment of an assignee
for benefit of creditors or a receiver of the Licensee or its
properties.
<PAGE>
"ADDITIONAL" SECRETARY'S CERTIFICATE
I, _____________, do hereby certify that I am the Secretary of ATHENA
INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC, a Limited
Liability Company duly organized and existing under the laws of the State of
Louisiana ("Company) "); that I am the keeper of the seal of the company and
company records, including, without limitation, the Operating Agreement, By-Laws
and the minutes of the meeting of the Managing Members of the Company; that the
following is an accurate and compared transcript of the resolutions contained in
the minute book of the Company, which resolutions were duly adopted and ratified
at a meeting of the Managing Members of the Company duly convened and held in
accordance with the By-Laws and Operating Agreement of the Company on the
__________ day of ,19__, at which time a quorum was present and acted
throughout; and that said resolutions have not in any way been modified,
repealed or rescinded, but are in full force and effect:
"RESOLVED, that any Managing Member of the Company be and is hereby
authorized and empowered in the name and on behalf of this Company to enter
into one or more lease agreements with TELECOMMUNICATIONS FINANCE GROUP
("hereinafter called "LESSOR") concerning personal property leased to the
Company; from time to time to modify, supplement or amend any such
agreements; and to do and perform all other acts and things deemed by such
Managing Member to be necessary, convenient or proper to carry out any of
the foregoing; and be it
FURTHER RESOLVED, that all that any Managing Member shall have done or
may do in the premises is hereby ratified and approved; and be it
FURTHER RESOLVED, that the foregoing resolutions shall remain in full
force and effect until written notice of their amendment or recission shall
have been received by LESSOR and that receipt of such notice shall not
effect any action taken or loans or advances made by LESSOR prior thereto
and LESSOR is authorized to rely upon said resolutions until receipt by it
of written notice of any change; and be it
FURTHER RESOLVED, that the Secretary be and is hereby authorized and
directed to certify to LESSOR that the foregoing resolutions and provisions
thereof are in conformity with the Operating Agreement and By-Laws of this
Company."
I do further certify that the Lease Agreement entered into by the Company
and LESSOR concerning the follow items of personal property:
Siemens Stromberg-Carlson Designated Product plus Peripheral Equipment
is one of the agreements referred to in said resolutions and was duly executed
pursuant thereto and there are no restriction imposed by the Operating Agreement
or By-Laws of the Company restricting the power or authority of the Managing
Memo of the Company to adopt the foregoing resolutions or upon the Company or
its Managing Members to act in accordance therewith.
I do further certify that the following are names and specimen signatures
of Managing Members of the Company empowered and authorized by the above
resolutions, each of which has been duly elected to hold and currently holds the
of the Company set opposite his name:
NAME OFFICE SIGNATURE
- ---- ------ ---------
Kevin H. Pollard President & CEO /s/ Kevin H. Pollard
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the
Company this 2nd day of April, 1998
--- ----- --
/s/ Kevin H. Pollard
----------------------------------------------------
(SEAL) Secretary of ATHENA INTERNATIONAL LTD. LIABILITY CO.
DBA ATHENA INTERNATIONAL, LLC
<PAGE>
"ADDITIONAL" SECRETARY'S CERTIFICATE
I, ____________, Craig Beines, do hereby certify that I am the Secretary of
ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC, a Limited
Liability Company duly organized and existing under the laws of the State of
Louisiana ("Company)"); that I am the keeper of the seal of the company and
company records, including, without limitation, the Operating Agreement, By-Laws
and the minutes of the meeting of the Managing Members of the Company; that the
following is an accurate and compared transcript of the resolutions contained in
the minute book of the Company, which resolutions were duly adopted and ratified
at a meeting of the Managing Members of the Company duly convened and held in
accordance with the By-Laws and Operating Agreement of the Company on the _____
day of _________, 19__ at which time a quorum was present and acted throughout;
and that said resolutions have not in any way been modified, repealed or
rescinded, but are in full force and effect:
"RESOLVED, that any Managing Member of the Company be and is hereby
authorized and empowered in the name and on behalf of this Company to enter
into one or more lease agreements with TELECOMMUNICATIONS FINANCE GROUP
("hereinafter called "LESSOR") concerning personal property leased to the
Company; from time to time to modify, supplement or amend any such
agreements; and to do and perform all other acts and things deemed by such
Managing Member to be necessary, convenient or proper to carry out any of
the foregoing; and be it
FURTHER RESOLVED, that all that any Managing Member shall have done or
may do in the premises is hereby ratified and approved; and be it
FURTHER RESOLVED, that the foregoing resolutions shall remain in full
force and effect until written notice of their amendment or recission shall
have been received by LESSOR and that receipt of such notice shall not
effect any action taken or loans or advances made by LESSOR prior thereto
and LESSOR is authorized to rely upon said resolutions until receipt by it
of written notice of any change; and be it
FURTHER RESOLVED, that the Secretary be and is hereby authorized and
directed to certify to LESSOR that the foregoing resolutions and provisions
thereof are in conformity with the Operating Agreement and By-Laws of this
Company."
I do further certify that the Lease Agreement entered into by the Company
and LESSOR concerning the following items of personal property:
Siemens Stromberg-Carlson Designated Product plus Peripheral Equipment
is one of the agreements referred to in said resolutions and was duly executed
pursuant thereto and there are no restrictions imposed by the Operating
Agreement or By-Laws of the Company restricting the power or authority of the
Managing Members of the Company to adopt the foregoing resolutions or upon the
Company or its Managing Members to act in accordance therewith.
I do further certify that the following are names and specimen signatures
of Managing Members of the Company empowered and authorized by the above
resolutions, each of which has been duly elected to hold and currently holds the
office of the Company set opposite his name:
NAME OFFICE SIGNATURE
- ---- ------ ---------
Kevin H. Pollard President & CEO /s/ Kevin H. Pollard
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the
Company this 23 day of March, 1998
-- ----- --
____________________________________________________
(SEAL) Secretary of ATHENA INTERNATIONAL LTD. LIABILITY CO.
DBA ATHENA INTERNATIONAL, LLC
<PAGE>
SECRETARY'S CERTIFICATE
I, Craign Beiner, do hereby certify that I am the Assistant Secretary of
-------------
ATHENA INTERNATIONAL LTD. LIABILITY CO. dba ATHENA INTERNATIONAL, LLC, a
corporation duly organized and existing under the laws of the State of Colorado
("Corporation"); that I am the keeper of the seal of the corporation and
corporate records, including, without limitation, the Charter, By-Laws and the
minutes of the meeting of the Board of Directors of the Corporation; that the
following is an accurate and compared transcript of the resolutions contained in
the minute book of the Corporation, which resolutions were duly adopted and
ratified at a meeting of the Board of Directors of the Corporation duly convened
and held in accordance with the By-Laws and Charter of the Corporation on the 29
--
day of March, 1996 at which time a quorum was present and acted throughout; and
----- --
that said resolutions have not in any way been modified, repealed or rescinded,
but are in full force and effect:
"RESOLVED, that any officer of the Corporation be and is hereby
authorized and empowered in the name and on behalf of this Corporation to
enter into one or more lease agreements with TELECOMMUNICATIONS FINANCE
GROUP ("hereinafter called "LESSOR") concerning personal property leased to
the Corporation; from time to time to modify, supplement or amend any such
agreements; and to do and perform all other acts and things deemed by such
officer to be necessary, convenient or proper to carry out any of the
foregoing; and be it
FURTHER RESOLVED, that all that any officer shall have done or may do
in the premises is hereby ratified and approved; and be it
FURTHER RESOLVED, that the foregoing resolutions shall remain in full
force and effect until written notice of their amendment or recission shall
have been received by LESSOR and that receipt of such notice shall not
effect any action taken or loans or advances made by LESSOR prior thereto
and LESSOR is authorized to rely upon said resolutions until receipt by it
of written notice of any change; and be it
FURTHER RESOLVED, that the Secretary be and is hereby authorized and
directed to certify to LESSOR that the foregoing resolutions and provisions
thereof are in conformity with the Charter and ByLaws of this Corporation."
I do further certify that the Lease Agreement entered into by the
Corporation and LESSOR concerning the following items of personal property:
Siemens Stromberg-Carlson Designated Product plus Peripheral Equipment
is one of the agreements referred to in said resolutions and was duly executed
pursuant thereto and there are no restrictions imposed by the Charter or By-Laws
of the Corporation restricting the power or authority of the Board of Directors
of the Corporation to adopt the foregoing resolutions or upon the Corporation or
its officers to act in accordance therewith.
I do further certify that the following are names and specimen signatures
of officers of the Corporation empowered and authorized by the above
resolutions, each of which has been duly elected to hold and currently holds the
office of the Corporation set opposite his name:
NAME OFFICE SIGNATURE
- ---- ------ ---------
William Cooper Vice President - Operations /s/ William F. Cooper
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the
Company this 3rd day of March 1998.
--- ----- --
/s/ Craig Beiner
________________________________________________________
(SEAL) Assistant Secretary of ATHENA INTERNATIONAL LTD LIABILIT
dba ATHENA INTERNATIONAL, LLC
<PAGE>
SECRETARY'S CERTIFICATE
I, P. Scott Muller, do hereby certify that I am the Secretary of ATHENA
----------------
INTERNATIONAL LTD. LIABILITY CO. dba ATHENA INTERNATIONAL LLC, a Limited
Liability Company duly organized and existing under the laws of the State of
Louisiana ("Corporation"); that I am the keeper of the seal of the corporation
and corporate records, including. without limitation, the Charter, By-Laws and
the minutes of the meeting of the Board of Directors of the Corporation; that
the following is an accurate and compared transcript of the resolutions
contained in the minute book of the Corporation, which resolutions were duly
adopted and ratified at a meeting of the Board of Directors of the Corporation
duly convened and held in accordance with the By-Laws and Charter of the
Corporation on the 1st day of Dec., 1996. at which time a quorum was present and
--- ---- --
acted throughout: and that said resolutions have not in any way been modified,
repealed or rescinded, but are in full force and effect:
"RESOLVED, that any officer of the Corporation be and is hereby
authorized and empowered in the name and on behalf of this Corporation to
enter into one or more lease agreements with TELECOMMUNICATIONS FINANCE
GROUP ('hereinafter called "LESSOR") concerning personal property leased to
the Corporation; from time to time to modify, supplement or amend any such
agreements: and to do and perform all other acts and things deemed by such
officer to be necessary, convenient or proper to carry out any of the
foregoing; and be it
FURTHER RESOLVED, that all that any officer shall have done or may do
in the premises is hereby ratified and approved; and be it
FURTHER RESOLVED, that the foregoing resolutions shall remain in full
force and effect until written notice of their amendment or recission shall
have been received by LESSOR and that receipt of such notice shall not
effect any action taken or loans or advances made by LESSOR prior thereto
and LESSOR is authorized to rely upon said resolutions until receipt by it
of written notice of any change: and be it
FURTHER RESOLVED, that the Secretary be and is hereby authorized and
directed to certify to LESSOR that the foregoing resolutions and provisions
thereof are in conformity with the Charter and By-Laws of this
Corporation."
I do further certify that the Lease Agreement entered into by the
Corporation and LESSOR concerning the following items of personal property:
Siemens Stromberg-Carlson Designated Product plus Peripheral Equipment
is one of the agreements referred to in said resolutions and was duly executed
pursuant thereto and there are no restrictions imposed by the Charter or By-Laws
of the Corporation restricting the power or authority of the Board or Directors
of the Corporation to adopt the foregoing resolutions or upon the Corporation or
its officers to act in accordance therewith.
I do further certify that the following are names and specimen signatures
of officers of the Corporation empowered and authorized by the above
resolutions, each of which has been duly elected to hold and currently holds the
office of the Corporation set opposite his name:
NAME OFFICE SIGNATURE
- ---- ------ ---------
Michael Landers Exec. Managing Director /s/ Michael T. Landers
Thomas W. Wilson Managing Director /s/ Thomas W. Wilson
William F. Cooper, III Managing Director /s/ Willim F. Cooper
P. Scott Muller Managing Director /s/ P. Scott Muller
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the
Corporation this 1st day of Dec. 1996
--- ---- --
/s/ P. Scott Muller
----------------------------------------------------
(SEAL) Secretary of ATHENA INTERNATIONAL LTD. LIABILITY CO.
dba ATHENA INTERNATIONAL, LLC
<PAGE>
SECRETARY'S CERTIFICATE
I, P. Scott Muller, do hereby certify that I am the Secretary of ATHENA
----------------
INTERNATIONAL LTD. LIABILITY CO. dba ATHENA INTERNATIONAL LLC, a Limited
Liability Company duly organized and existing under the laws of the State of
Louisiana ("Corporation"); that I am the keeper of the seal of the corporation
and corporate records, including. without limitation, the Charter, By-Laws and
the minutes of the meeting of the Board of Directors of the Corporation; that
the following is an accurate and compared transcript of the resolutions
contained in the minute book of the Corporation, which resolutions were duly
adopted and ratified at a meeting of the Board of Directors of the Corporation
duly convened and held in accordance with the By-Laws and Charter of the
Corporation on the 1st day of Dec., 1996. at which time a quorum was present and
--- ---- --
acted throughout: and that said resolutions have not in any way been modified,
repealed or rescinded, but are in full force and effect:
"RESOLVED, that any officer of the Corporation be and is hereby
authorized and empowered in the name and on behalf of this Corporation to
enter into one or more lease agreements with TELECOMMUNICATIONS FINANCE
GROUP ('hereinafter called "LESSOR") concerning personal property leased to
the Corporation; from time to time to modify, supplement or amend any such
agreements: and to do and perform all other acts and things deemed by such
officer to be necessary, convenient or proper to carry out any of the
foregoing; and be it
FURTHER RESOLVED, that all that any officer shall have done or may do
in the premises is hereby ratified and approved; and be it
FURTHER RESOLVED, that the foregoing resolutions shall remain in full
force and effect until written notice of their amendment or recission shall
have been received by LESSOR and that receipt of such notice shall not
effect any action taken or loans or advances made by LESSOR prior thereto
and LESSOR is authorized to rely upon said resolutions until receipt by it
of written notice of any change: and be it
FURTHER RESOLVED, that the Secretary be and is hereby authorized and
directed to certify to LESSOR that the foregoing resolutions and provisions
thereof are in conformity with the Charter and By-Laws of this
Corporation."
I do further certify that the Lease Agreement entered into by the
Corporation and LESSOR concerning the following items of personal property:
Siemens Stromberg-Carlson Designated Product plus Peripheral Equipment
is one of the agreements referred to in said resolutions and was duly executed
pursuant thereto and there are no restrictions imposed by the Charter or By-Laws
of the Corporation restricting the power or authority of the Board or Directors
of the Corporation to adopt the foregoing resolutions or upon the Corporation or
its officers to act in accordance therewith.
I do further certify that the following are names and specimen signatures
of officers of the Corporation empowered and authorized by the above
resolutions, each of which has been duly elected to hold and currently holds the
office of the Corporation set opposite his name:
NAME OFFICE SIGNATURE
- ---- ------ ---------
Michael Landers Exec. Managing Director /s/ Michael T. Landers
William F. Cooper, III Managaing Director /s/ Willim F. Cooper
Thomas W. Wilson Managing Director /s/ Thomas W. Wilson
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the
Corporation this 1st day of Dec. 1996
--- ---- --
/s/ P. Scott Muller
----------------------------------------------------
(SEAL) Secretary of ATHENA INTERNATIONAL LTD. LIABILITY CO.
dba ATHENA INTERNATIONAL, LLC
<PAGE>
SECRETARY'S CERTIFICATE
I, P. Scott Muller, do hereby certify that I am the Secretary of ATHENA
----------------
INTERNATIONAL LTD. LIABILITY CO. dba ATHENA INTERNATIONAL, LLC a Limited
Liability Company duly organized and existing under the laws of the State
Louisiana ("Company) "); that I am the keeper of the seal of the company and
company records, including, without limitation, the Operating Agreement, By-Laws
and the minutes of the meeting of the Managing Members of the Company; the
following is an accurate and compared transcript of the resolutions contained in
the minute book of the Company, which resolutions were duly adopted and ratified
at a meeting of the Managing Members of the Company duly convened and held in
accordance with the By-Laws and Operating Agreement of the Company on the ___
day of ____ 19__, at which time a quorum was present and acted throughout; and
that said resolutions have not in any way been modified, repealed or rescinded,
but are in full force and effect:
"RESOLVED, that any Managing Member of the Company be and is hereby
authorized and empowered in the name and on behalf of this Company to enter
into one or more lease agreements with TELECOMMUNICATIONS FINANCE GROUP
("hereinafter called "LESSOR") concerning personal property leased to the
Company; from time to time to modify, supplement or amend any such
agreements; and to do and perform all other acts and things deemed by such
Managing Member to be necessary, convenient or proper to carry out any of
the foregoing; and be it
FURTHER RESOLVED, that all that any Managing Member shall have done or
may do in the premises is hereby ratified and approved; and be it
FURTHER RESOLVED, that the foregoing resolutions shall remain in full
force and effect until written notice of their amendment or recission shall
have been received by LESSOR and that receipt of such notice shall not
effect any action taken or loans or advances made by LESSOR prior thereto
and LESSOR is authorized to rely upon said resolutions until receipt by it
of written notice of any change; and be it
FURTHER RESOLVED, that the Secretary be and is hereby authorized and
directed to certify to LESSOR that the foregoing resolutions and provisions
thereof are in conformity with the Operating Agreement and By-Laws of this
Company."
I do further certify that the Lease Agreement entered into by the Company
and LESSOR concerning the following items of personal property:
Siemens Stromberg-Carlson Designated Product plus Peripheral Equipment
is one of the agreements referred to in said resolutions and was duly executed
pursuant thereto and there are no restrictions imposed by the Operating
Agreement or By-Laws of the Company restricting the power or authority of the
Managing Members of the Company to adopt the foregoing resolutions or upon the
Company or its Managing Members to act in accordance therewith.
I do further certify that the following are names and specimen signatures
of Managing Members of the Company empowered and authorized by the above
resolutions, each of which has been duly elected to hold and currently holds the
office of the Company set opposite his name:
NAME OFFICE SIGNATURE
- ---- ------ ---------
Michael Landers Executive Managing Director /s/ Michael T. Landers
William F. Cooper, III Managing Director /s/ William F. Cooper
Thomas W. Wilson Managing Director /s/ Thomas W. Wilson
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the
Corporation this 1st day of Dec. 1996
--- ---- --
/s/ P. Scott Muller
----------------------------------------------------
(SEAL) Secretary of ATHENA INTERNATIONAL LTD. LIABILITY CO.
dba ATHENA INTERNATIONAL, LLC
<PAGE>
SECRETARY'S CERTIFICATE
I, P. Scott Muller, do hereby certify that I am the Secretary of Athena
International, LLC, a Limited Liability Company duly organized and existing
under the laws of the State of Colorado (Company); that I am the keeper of the
seal of the Company and company records, including, without limitation, the
Operating Agreement, By-Laws and the minutes of the meeting of the Managing
Members of the Company; that the Following is an accurate and compared
transcript of the resolutions contained in the minute book of the Company, which
resolutions were duly adopted and ratified at a meeting of the Managing Members
of the Company duly convened and held in accordance with the By-Laws and
Operating Agreement of the Company on the 18 day of October, 1994, at which time
a quorum was present and acted throughout; and that said resolutions have not in
any way been modified, repealed or rescinded, but are in full force and effect:
RESOLVED, that any Managing Member of the Company be and is hereby
authorized and empowered in the name and on behalf of this Company to enter
into one or more lease agreements with Telecommunications Finance Group
(hereinafter called "LESSOR") concerning personal property leased to the
Company; from time to time to modify, supplement or amend any such
agreements; and to do and perform all other acts and things deemed by such
officer to be necessary, convenient or proper to carry out any of the
foregoing; and be it
FURTHER RESOLVED, that all that any managing member shall have done or
may do in the premises is hereby ratified and approved; and be it
FURTHER RESOLVED, that the Foregoing resolutions shall remain in full
force and effect until written notice of their amendment or rescission
shall have been received by LESSOR and that receipt of such notice shall
not effect any action taken or loans or advances made by LESSOR prior
thereto and LESSOR is authorized to rely upon said resolutions until
receipt by it of written notice of any change; and be it
FURTHER RESOLVED, that the Secretary be and is hereby authorized and
directed to certify to LESSOR that the foregoing resolutions and provisions
thereof are in conformity with the Operating Agreement and By-Laws of this
Company."
I do further certify that the Lease Agreement entered into by the Company
and LESSOR concerning the following items of personal property:
Siemens Stromberg-Carlson Digital Central Office Carrier Switch plus Peripheral
Equipment
is one of the agreements referred to in said resolutions and was duly executed
pursuant thereto and there are no restrictions imposed by the Operating
Agreement or By-Laws of the Company restricting the power or authority of the
Managing Members of the Company to adopt the foregoing resolutions or upon the
Company or its officers to act in accordance therewith.
<PAGE>
I do further certify that the following are names and specimen signatures of
officers of the Company empowered and authorized by the above resolutions, each
of which has been duly elected to hold and currently holds the office of the
Company set opposite his/her name:
NAME OFFICE SIGNATURE
- ---- ------ ---------
William F. Cooper, III Managing Member /s/ Willim F. Cooper
Michael T. Landers Managing Member /s/ Michael T. Landers
P. Scott Muller Managing Member /s/ P. Scott Muller
Thomas W. Wilson Managing Member /s/ Thomas W. Wilson
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the
Corporation this 18 day of October 1994
/s/ P. Scott Muller
--------------------------------------
(SEAL) Secretary of Athena International, LLC
<PAGE>
CONSENT AND WAIVER
BY OWNER, LANDLORD OR MORTGAGEE OF REAL ESTATE
(hereinafter referred to as "Undersigned")
1. FOR GOOD AND VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,
Undersigned, Fortner & Son d/b/a The Denver Gas and Electric Building
-----------------------------------------------------------------
NAME
of 910 15th Street Denver, Denver, Colorado 80202
-------------------------------------------------------------------------
(NO. OF STREET) (CITY OR TOWN) (COUNTY) (STATE) (ZIP)
being owner, landlord or mortgagee of certain real estate known as
910 15th Street, Suite 966, Denver, Denver CO 80202-
(NO. OF STREET) (CITY OR TOWN) (COUNTY) (STATE) (ZIP)
and briefly described as follows:
Suite-966 - 70, located in the Denver Gas and Electric Building, Denver,
Colorado 80202
said premises now being occupied by Athena International, Ltd. Liability Co. dba
--------------------------------------------
Athena International LLC (hereinafter referred to as "Occupant") which Occupant
- ------------------------
will enter or has entered into a Lease Agreement dated as of July 25, 1994
--------------
(hereinafter referred to as "Instrument" and herein by reference made a part
hereof) with Telecommunications Finance Group, 400 Rinehart Road, Lake Mary,
Florida 32746 (hereinafter referred to as "LESSOR"), whereby LESSOR will lease
or has leased the property described or to be described in said Instrument (or
in documents ancillary thereto) and generally described as follows (hereinafter
referred to as the "Equipment"):
Siemens Stromberg-Carlson Digital Central Office Carrier Switch plus Peripheral
Equipment
does hereby agree that the said Equipment may be situated in and temporarily
affixed to the above-described real estate and that said Equipment is to remain
personal property notwithstanding the manner which it is affixed to said real
estate and that title thereof shall remain in LESSOR, its legal representatives,
successors, agents or assigns until such time as it is conveyed by LESSOR to
other parties.
2. This Agreement shall also apply to any of the above-described Equipment which
is already on the premises or may hereafter be delivered or installed thereon,
and is, or may hereafter become, subject to the aforementioned instrument.
3. Undersigned waives each and every right which Undersigned now has or may
hereafter have under the laws of the State of CO or any other state or by terms
of any real estate lease or mortgage now in effect or hereafter executed by
Undersigned or said Occupant to levy or distrain upon for rent, in arrears, in
advance, or both, or to claim or assert title to the aforesaid Equipment.
4. Undersigned recognizes and acknowledges that any claim or claims that LESSOR
has or may hereafter have against said equipment by virtue of the aforementioned
Instrument is superior to any lien or claim of any nature which Undersigned now
has or may hereafter have to such Equipment by statute, agreement or otherwise.
5. It is further agreed that LESSOR or its assigns or agents may remove said
Equipment from the above-described premises whenever LESSOR feels it is
necessary to do so to protect its interest and without liability or
accountability to the Undersigned therefor, except that such removal shall be
accomplished with as little disruption to the Undersigned's Building operation
as possible, and that LESSOR repair any damage which it may cause to the Leased
Premises by reason of such removal.
6. LESSOR may, without affecting the validity of this agreement, extend the
terms of payment of any indebtedness of Occupant to LESSOR or alter the
performance of any of the terms and conditions of aforementioned Instrument,
without the consent of Undersigned and without giving notice thereof to
Undersigned.
7. This agreement inures to the benefit of the successors, transferees and
assigns of LESSOR and shall be binding upon heirs, personal representatives,
successors and assigns of Undersigned.
IN WITNESS WHEREOF, the Undersigned has set his hand and seal, or caused its
hand and seal to be affixed this 12th day of October, 1994.
---- --------------
(SEAL) By: Seymour S. Fortner
Title: Partner
Witness /s/ Jacqueline Mills /s/ Seymour S. Fornter (L.S.)
200 Gas & Electric Bldg. (Address)
My commission expires 3/11/98 90015 Street, Denver, CO 80202
<PAGE>
To: Betty Kayton
Fax: (650) 968-8313
From: Jacqueline S. Keys
Date: October 22, 1998
Pages: 17, including cover sheet.
Betty,
Following are the assignment documents for
the Denver, Colorado lease. Please review
immediately as we will not prepare the
other assignment documents for New York,
NY and Los Angeles, CA until we have your
concurrence on these.
Please contact Jeff Boggs at (407)
924-5094 with any comments. If you concur
FAX with the documents as they are, then
please contact me, so that I can prepare
the other assignments.
Jackie
From the desk of...
Jacqueline S. Keys
Associate Financial Analyst
Telecommunications Finance Group
400 Rinehart Road
Lake Mary, FL 32746
(407) 942-6627
Fax: (407) 942-5093
<PAGE>
TELECOMMUNICATIONS FINANCE GROUP
- --------------------------------------------------------------------------------
400 RINEHART ROAD o LAKE MARY. FLORIDA 32746 o (407) 942-6627 Fax:(407) 942-5093
October 22. 1998
Ms. Betty Kayton
GST Global Telecommunication, Inc.
1890 N. Shoreline Blvd.
Mountain View, CA 94043-1320
Subject: Lease Agreement dated July 25, 1994 between Telecommunications Finance
Group and ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA
INTERNATIONAL, LLC for Equipment. installed in Denver, Colorado
Dear Betty:
Enclosed are the following documents which require execution in order to assign
the subject lease from ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA
INTEILNATIONAL, LLC to ADVANTAGE:
(1) Assignment of Lease -All three copies should be executed by both parties.
Signatures must be notarized (page 5).
(2) Secretary's Certificate. This should be executed by Advantage.
Upon return to TFG and TFG's subsequent execution, one original set will be
returned to you for your records.
Should you have any questions, please contact Jeff Boggs at 407-942-5094.
Sincerely,
/s/ JKeys
Jacqueline S. Keys
Associate Financial Analyst
<PAGE>
ASSIGNMENT OF LEASE
Pursuant to the terms of that certain Agreement for Purchase and Sale of
Assets dated __________ 19__, between the parties hereto ("Agreement"), this
ASSIGNMENT OF LEASE (the '"Assignment"), is made and entered into this _____ of
_________ 19__, by and between ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA
ATHENA INTERNATIONAL LLC, a Louisiana Limited Liability Company having its
principal place of business at 701 Poydras St., $ 675 One Shell Square, New
Orleans, Louisiana 70139 (the "Assignor"), and ADVANTAGE, a Louisiana Limited. }
Partnership having its principal place of business at 909 Poydras St. #2230, New
Orleans, Louisiana 70112. (the "Assignee").
W I T N E S S E T H :
FOR AND IN CONSIDERATION of the sum of Ten Dollars ($10,00) and other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by the parties hereto, Assignor does hereby grant, transfer, and
assign, all of its right, title and interest in, to, and under that certain
Lease Agreement entered into on July 25, 1994 between Telecommunications Finance
Group, as Lessor, and ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA
INTERNATIONAL, LLC, as Lessee, (hereinafter referred to as the "Lease"), which
Lease covers that certain Siemens Information and Communication Networks, Inc.
switch and peripheral equipment (hereinafter referred to as the "Property"),
said Property being more particularly described in the Lease.
TO HAVE AND TO HOLD unto the Assignee, its successors and assigns forever,
subject to and upon the terms and conditions set forth herein:
1. Assumption by Assignee. Assignee hereby agrees to be bound by and
promptly pay, perform, assume and discharge any and all obligations of Assignor
under the terms of the Lease, as Lessee thereunder that exist as of the date of
execution hereof and which arise or become due after the date hereof.
2. Warranties of Assignor. Assignor hereby warrants and represents to
Assignee that:
(a) Assignor has not made any assignment other than this Agreement of
any of the rights of the Assignor under the Lease; and
(b) There exists no default or event of default or any state of facts
which would, with the passage of time, or the giving of notice,
or both, constitute a default or event of default on the part of
Assignor, or by the Lessee under the terms of the Lease.
3. Right to Assign. Assignor covenants that it is lawfully seized and
possessed of the interest herein assigned, that it has a good right to convey
the same without the necessity of consent by any entity not delivered to
Assignee simultaneously herewith, and that the same is free from all
encumbrances.
4. Indemnity by Assignor. Assignor hereby agrees to indemnify, hold
Assignee harmless and at Assignee's election shall defend Assignee, its
employees, agents, officers, successors and assigns from any and all claims,
liabilities, reasonable costs, damages, reasonable expenses and reasonable
attorneys' fees resulting from or attributable to Assignor's assignment of all
its right, title and interest in, to and under the Lease and from and against
any and all claims under the Lease arising from incidents or events prior to or
simultaneous with the execution hereof.
5. Indemnity of Assignee. Assignee hereby agrees to indemnify, hold
Assignor harmless and at Assignor's election, shall defend Assignor, its
employees, agents, officers, successors and assigns from any and all claims,
liabilities, reasonable costs, damages, reasonable expenses and reasonable
attorneys' fees under the Lease arising from incidents or events occurring
subsequent to the execution hereof.
6. Successors and Assigns. This Assignment and the agreements set forth
herein shall inure to the benefit of, and be binding upon, Assignor and
Assignee, and their respective successors and assigns in accordance with the
terms and conditions of the "Lease," including Section 21(a).
7. Incorporation of Agreements. The terms of the Agreement and the Lease
are incorporated herein by reference as if set forth herein verbatim.
<PAGE>
8. As a material term and condition precedent, to this Assignment, Assignor
and Assignee agree that all terms and conditions in the Siemens Information and
Communication Networks, Inc. Software License Agreement (Exhibit B to Lease)
apply, and furthermore Assignee agrees to execute a new Software License
Agreement with Siemens Information and Communication Networks, Inc as a material
obligation of this Assignment. Notwithstanding the provisions of m (1.0) of said
Software License Agreement, it is agreed that the terms and conditions thereof
apply not to a transfer of ownership of the Designated Product, but an
assignment of a leasehold interest.
9. Notwithstanding this Assignment and Telecommunications Finance Group's
consent to it Assignor remains fully liable to Telecommunications Finance Group
for all obligations of the Assignee pursuant to the Lease to the extent suck
obligations are not totally fulfilled by Assignee.
IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be
executed on the day and date first above written.
ASSIGNOR:
ATHENA INTERNATIONAL LTD. LIABILITY CO.
DBA ATHENA INTERNATIONAL, LLC
By:____________________________________
_______________________________________
(Name and Title)
Date Signed:___________________________
ASSIGNEE:
ADVANTAGE
By:____________________________________
_______________________________________
(Name and Title)
Date Signed:___________________________
This Assignment of Lease is hereby consented to by Lessor, as of the year and
date first above written.
TELECOMMUNICATIONS FINANCE GROUP
By:____________________________________
_______________________________________
Authorized Representative Date Signed:
Date Signed:___________________________
<PAGE>
STATE OF ___________________________)
COUNTY OF __________________________)
Personally appeared before me __________________, Notary Public,
_________________, with whom I am personally acquainted, and who acknowledged
that he executed the within instrument for the purposes therein contained and
who further acknowledged that he is of __________________ ATHENA INTERNATIONAL
LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC, a Louisiana Limited Liability
Company, and is authorized to execute this instrument on behalf of ATHENA
INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC.
WITNESS my hand, at office, this __ day of _____________________, 19__.
_______________________
NOTARY PUBLIC
My Commission Expires:
_______________________
............................
STATE OF ____________________________)
COUNTY OF ___________________________)
Personally appeared before me, _________________, Notary Public,
_______________, with whom I am personally acquainted, and who acknowledged that
he executed the within instrument for the purposes therein contained and who
further acknowledged that he is ________________ of ADVANTAGE, a Louisiana
Limited Partnership, and is authorized to execute this instrument on behalf of
ADVANTAGE.
WITNESS my hand, at office, this ___ day of ____________________, 19 __.
_______________________
NOTARY PUBLIC
My Commission Expires:
_______________________
<PAGE>
CERTIFICATE OF AUTHORITY
ADVANTAGE, a limited partnership organized under the laws of thc State of
Louisiana ("Partnership") whose General Partner(s) are
________________________________________ and whose limited partners are
________________________________________ and ("collectively, the "Partners"),
hereby certifies to Telecommunications Finance Group ("TFG") the following:
(1) The attached copy of the partnership agreement of the Partnership is a
true and correct copy of the complete partnership agreement of the
Partnership currently in force;
(2) The Partnership has officially approved by all necessary partnership
action its entry into a Lease Agreement between the Partnership as
lessee and TFG as lessor covering certain new digital central office
carrier switches or similar switches manufactured by Siemens
Information and Communication Networks, Inc.;
(3) The Partnership has officially approved by all necessary partnership
action the execution of any additional or ancillary documents to said
Lease Agreement; and
(4) The following is a complete list of all General Partners of the
Partnership, along with their specimen signature, who have been
approved and authorized by their signature alone to execute any of the
above-mentioned documents on behalf of all Partners and the
Partnership in accordance with the foregoing.
Name Home Address Signature
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
TFG may rely upon the authority extended to each of the above-named individuals
to execute, all documents as described herein.
IN WITNESS WHEREOF, the Partnership has caused this Certificate of Authority to
be executed and delivered by its General Partners on this ___ day of ____ 19 __.
CERTIFIED BY: ADVANTAGE
---------
(THE PARTNERSHIP)
BY:__________________________ BY:__________________________
BY:__________________________ BY:__________________________
(ALL General. PARTNERS SHOULD EXECUTE THIS CERTIFICATE OF AUTHORITY.)
<PAGE>
TELECOMMUNICATIONS FINANCE GROUP
- --------------------------------------------------------------------------------
400 RINEHART ROAD o LAKE MARY, FLORIDA 32746 o (407)942-6627 o Fax (407)942-5093
October 22, 1998
Ms. Betty Kayton
GST Global Telecommunication, Inc.
1890 N. Shoreline Blvd.
Mountain View, CA 94043-1320
Subject: Lease Agreement dated July 25, 1994 between Telecommunications Finance
Group and ADVANTAGE for Equipment installed in Denver, Colorado
Dear Betty;
Enclosed are the following documents which require execution in order to assign
the subject lease from ADVANTAGE to HIGHPOINT INTERNATIONAL TELECOM, INC,
(FORMERLY HIGHPOINT CAPITAL, INC.):
(1) Assignment of Lease- All three copies should be executed by both parties.
Signatures must be notarized (page 5).
(2) Software License Agreement (Exhibit B to Lease Agreement)- Both copies
should be executed by HIGHPOINT INTERNATIONAL TELECOM, INC. (FORMERLY
HIGHPOINT CAPITAL, INC.).
(3) Secretary's Certificate - This should be executed by HIGHPOINT
INTERNATIONAL TELECOM, INC. (FORMERLY HIGHPOINT CAPITAL, INC.).
(4) UCC Forms (2) - These forms should be executed by HIGHPOINT INTERNATIONAL
TELECOM, INC. (FORMERLY HIGHPOINT CAPITAL, INC.).
Upon return to TFG and TFG's subsequent execution, one original set will be
returned to you for your records.
Should you have any questions, please contact Jeff Boggs at 407-942-5094.
Sincerely.
/s/ JKeys
Jacqueline S. Keys
Associate Financial Analyst
<PAGE>
ASSIGNMENT OF LEASE
Pursuant to the terms of that certain Agreement for Purchase and Sale of
Assets dated __________________,19__, between the parties hereto ("Agreement"),
this ASSIGNMENT OF LEASE (the "Assignment"). is made and entered into this
__________ of _________________, 19__, by and between ADVANTAGE, a Louisiana
Limited Partnership having its principal place of business at 909 Poydras St.
#2230, New Orleans, Louisiana 70112 (the "Assignor"), and HIGHPOINT
INTERNATIONAL TELECOM, INC. (FORMERLY HIGHPOINT CAPITAL, INC.), a Nevada
corporation having its principal place of business at 1890 Shoreline Blvd.,
Mountain View, CA 94043-1320, (the "Assignee").
W I T N E S S E T H :
FORAND IN CONSIDERATION of the sum of Ten Dollars ($10.00) and other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by the parties hereto, Assignor does hereby grant, transfer, and
assign, all of its right, title and interest in, to, and under that certain
Lease Agreement entered into on July 25, 1994 between Telecommunications Finance
Group, as Lessor, and ADVANTAGE, as Lessee, (hereinafter referred to as the
"Lease"), which Lease covers that certain Siemens Information and Communication
Networks, Inc. switch and peripheral equipment (hereinafter referred to as the
"Property"), said Property being more particularly described in the Lease.
TO HAVE AND TO HOLD unto the Assignee, its successors and assigns forever,
subject to and upon the terms and conditions set forth herein:
1. Assumption by Assignee. Assignee hereby agrees to be bound by and
promptly pay, perform, assign and discharge any and all obligations of Assignor
under the terms of the Lease, as Lessee thereunder that exist as of the date of
execution hereof and which arise or become due after the date hereof.
2. Warranties of Assignor. Assignor hereby warrants and represents to
Assignee that:
(a) Assignor has not made any assignment other than this Agreement of
any of the rights of the Assignor under the Lease; and
(b) There exists no default or event of default or any state of facts
which would, with the passage of time, or the giving of notice,
or both, constitute a default or event of default on the part of
Assignor, or by the Lessee under the terms of the Lease.
3. Right to Assign. Assignor covenants that it is lawfully seized and
possessed of the interest herein assigned, that it has a good right to convey
thc same without the necessity of consent by any entity not delivered to
Assignee simultaneously herewith, and that the same is free from all
encumbrances.
4. Indemnity by Assignor, Assignor hereby agrees to indemnify, hold
Assignee harmless and at Assignee's election shall defend Assignee, its
employees, agents, officers, successors and assigns from any and all claims,
liabilities, reasonable costs, damages, reasonable expenses and reasonable
attorneys' fees resulting from or attributable to Assignor's assignment of all
its right, title and interest in, to and under the Lease and from and against
any and all claims under the Lease arising from incidents or events prior to or
simultaneous with the execution hereof.
5. Indemnity of Assignee. Assignee hereby agrees to indemnity, hold
Assignor harmless and at Assignor's election, shall defend Assignor, its
employees, agents, officers, successors and assigns from any and all claims,
liabilities, reasonable costs, damages, reasonable expenses and reasonable
attorneys' fees under the Lease arising from incidents or events occurring
subsequent to the execution hereof.
6. Successors and Assigns. This Assignment and the agreements set forth
herein shall inure to the benefit of, and be binding upon, Assignor and
Assignee, and their respective successors and assigns in accordance with the
terms and conditions of the "Lease,' including Section 21 (a).
7. Incorporation of Agreement. The terms of the Agreement and the Lease are
incorporated herein by reference as if set forth herein verbatim.
<PAGE>
8. As a material term and conditions precedent to this Assignment, Assignor
and Assignee agree that all terms and conditions in the Siemens Information and
Communication Networks, Inc. Software License Agreement (Exhibit B to Lease)
apply, and furthermore Assignee agrees to execute a new Software License
Agreement with Siemens Information and Communication Networks, Inc. as a
material obligation of this Assignment. Notwithstanding the provisions of m,
(1,0) of said Software License Agreement, it is agreed that the terms and
conditions thereof apply not to a transfer of ! ownership of the Designated
Product, but an assignment of a leasehold interest. .
9. Notwithstanding this Assignment and Telecommunications Finance Group's
consent to it. Assignor remains fully liable to Telecommunications Finance Group
for all obligations of the Assignee pursuant to the Lease to the extent such
obligations are not totally fulfilled by Assignee.
IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be
executed on the day and date first above written.
ASSIGNOR:
ADVANTAGE
By:__________________________________
_____________________________________
(Name and Title)
Date Signed:_________________________
ASSIGNEE:
HIGHPOINT INTERNATIONAL TELECOM, INC.
(FORMERLY HIGIHPOINT CAPITAL, INC.)
By:__________________________________
_____________________________________
(Name and Title)
Date Signed:_________________________
This Assignment of Lease is hereby consented to by Lessor, as of the year and
date first above written.
TELECOMMUNICATIONS FINANCE GROUP
By:__________________________________
_____________________________________
(Name and Title)
Date Signed:_________________________
<PAGE>
STATE OF __________________________)
COUNTY OF _________________________)
Personally appeared before me, ___________________, Notary Public
____________________, with whom I am personally acquainted, and who acknowledged
that he executed the within instrument for the purposes therein contained and
who further acknowledged that he is ____________________ of ADVANTAGE, a
Louisiana Limited Partnership, and is authorized to execute this instrument on
behalf of ADVANTAGE.
WITNESS my hand, at office, this day of, ________, 19__.
____________________
NOTARY PUBLIC
My Commission Expires:
______________________
.............................
STATE OF _______________________)
COUNTY OF _______________________)
Personally appeared before me, ___________________, Notary Public,
__________________, with whom I am personally acquainted, and who acknowledged
that he executed the within instrument for the purposes therein contained and
who further acknowledged that he is __________________ of HIGHPOINT
INTERNATIONAL TELECOM, INC. (FORMERLY HIGHPOINT CAPITAL, INC.), a Nevada
corporation, and is authorized to execute this instrument on behalf of HIGHPOINT
INTERNATIONAL TELECOM, INC. (FORMERLY HIGHPOINT CAPITAL, INC.).
WITNESS my hand, at office, this day of, ________, 19__.
____________________
NOTARY PUBLIC
My Commission Expires:
______________________
<PAGE>
EXHIBIT B
S0FTWARE LICENSE AGREEMENT
Lessee (herein referred to as "Licensee") will acquire under lease certain
Siemens Information and Communication Networks. Inc. (herein after referred to
as "Licensor") products the "Designated Product " (defined below), which
utilizes the "Software Product" in the operation of the Designed Product The
Software Product is furnished pursuant to the following terms and conditions.
1. DEFINITIONS
In addition to definitions contained elsewhere herein, certain terms shall
have meanings as follows:
1.1 "Affiliate"" means any other entity directly or indirectly controlling
or controlled by a party hereto or directly or indirectly controlled
by a parent entity in common with such party. Control means the
ownership of at least fifty (50) percent of the voting rights in such
entity. And as to Licensor, includes the partners compromising it and
their parents, subsidiaries and subsidiaries of such parents.
1.2 "Designated Product" means the equipment provided by Siemens
Information and Communication Networks, Inc. and supplied to Licensee
trader a lease of which this Software License Agreement forms a part
exclusive of equipment included in such lease which Licensee orders or
instructs Siemens or Telecommunications Finance Group to order from
other than Siemens Information and Communication Networks. Inc..
1.3 "Modification" means any change to the Software Product.
1.4 "Modification Grant-Back Rights" means royalty-free, worldwide
non-exclusive rights to make, have made license (including disposition
to an end-user) and use under copyrights to software, patents,
copyrights to Armware and semiconductor mask registration rights in
and to Modifications and to make derivative works with the right to
sub-license to Affiliates (such sublicense to survive any subsequent
termination of the affiliation).
l.5 "Software Product" means the software computer program, including
activated and non-activated features, which is provided for use in the
operation of the Designated Product and which includes the following
materials: (i) a set machine readable computer program instructions
recorded on magnetic tape or other storage media: (ii) a source code
listing of thc data base portion (if any) of the computer program
instructions, augmented by the programmer's annotations: (iii) all
releases, issues or short sequences of computer program instruction
modifications ("patches") furnished by Licensor to the Licensee as a
replacement for, or for the modification of, previously furnished
materials: (iv) all derivative works or Modifications, by whomever
made, of any of the foregoing: and (v) all copies of any of the
forgoing, in whole in part, by whomever made.
1.6 "Licensee Created Software" means software computer programs created
by Licensee using Designated Products.
1.7 "Service Logic Program" means that portion of Software Product created
by Licensor on the graphical service creation environment contained
within an Inventor.
1.8 "Inventor" means a product using Marconi Communications Limited
software in combination with UNIX workstations to create Service Logic
Programs.
2. LICENSE GRANT FOR SOFTWARE PRODUCT
The Licensor grants for as long as License or its authorized assignee uses
the Designated Product in the manner provided below, and the Licensee
accepts an invisible, non-exclusive, personal and non-transferable (except
as provided in Section 2.l) license in each Software Product furnished
hereunder to use for its own internal business purposes the Software
Product, less the non-activated features, only on thc Designated Product
for the sole purpose of operating the Designated Product as a public
telecommunications switching system subject to the following conditions.
2.1 Thc Licensee Agrees: (i) to limit its use of each Software Product
solely to the operation of the Designated Product on which it was
originally installed and no other purpose; (ii) to limit its making of
copies of the Software Product, in whole or in part, to copies
reasonably necessary for the operation of the Designated Product and
for archival purposes and shall make none other; (iii) to reproduce
all proprietary notices, including the copyright notices of thc
Licensor, which appear on or are encoded within thc Software Product
in the form or forms in which the Software Product is received from
thc Licensor, upon all copies, derivative works or other modifications
which the Licensee shall make; (iv) that the Software Product
(physical materials, including all copies by whomever made) shall be
the property of the Licensor; (v) not to do, cause or permit to be
done, anything to activate any of the subsisting non-activated
computer instruction steps therein: (vi) not to, nor attempt to,
decompile or reverse assemble all or any portion of the Software
Product. nor shall it authorize or permit any others to do so; and
vii) that the Software Product is the proprietary material of Licensor
and Licensee shall keep the Software Product confidential, treat it as
it does its own proprietary materials and disclose it only to its
employees that have a need to know and third parties who are needed to
maintain the Designated Product provided such third parties have
agreed in writing to keep the Software Product confidential.
2.2 Licensor reserves to itself the exclusive right to cause thc
subsisting non-enabled program instruction steps to be activated (by
the issuance under this License of a version of Software Product
having the applicable additional computer instruction steps enabled)
pursuant to standard right-to-use software license upgrade fees or, in
thc absence of a standard upgrade fee, for an upgrade fee to be
negotiated
<PAGE>
2.3 As an additional fee required hereunder for the Software Product, the
Licensee shall futher pay to the Licensor any state or local taxes,
however designated, levied against and paid by the Licensor, based
upon this transaction or based upon Licensor's or thc Licensee's !
interests in the Software Product, including sales, privilege, use,
personal, property or intangible property taxes, exclusive, however,
of taxes based upon net income.
2.4 Notwithstanding any other provision hereof, in thc event Licensor
develops or makes, or has developed, or made, Modification(s) to the
Software Product which represent, in Licensor's sole judgment, value
added to the Designated Product or which represent an improvement of
performance of thc Designated Product the Licensor reserves the right
to market the Modification(s) as a separate offering requiring payment
of an additional right-to-use fee and which, at the Licensor's option,
may require the Licensee to execute new Software License Agreement.
2.5 The License hereby grants and agrees to grant to the Licensor, to the
extent it lawfully may, Modification Grant-Back Rights related to any
development, whether made by the Licensor. Licensee or agents of the
Licensee, of all or any portion of any Software Product furnished
hereunder pursuant to any request or specifications by the Licensee
for a design different from Licensor's design, and regardless of
whether or not the Licensee has compensated the I.icensor for its
performance of such development, Title to patents, copy- rights, trade
secrets and mask registrations developed by Licensor pursuant to any
request or specification by the Licensee, and regardless of whether
the Licensee has compensated thc Licensor for its performance of such
development, shall vest in Licensor. Licensee, however, shall receive
a royalty free license of the same scope as this Software License
Agreement to the results of development.
2.6 The Licensee shall not merge any Software Product with other software
computer program materials to form a derivative work or otherwise make
Modifications or alter a Software Product in any manner whatsoever.
2.7 The Licensee agrees that any communication or other disclosure of
information it makes to the Licensor related to a
request/specification for any Modification to Licensor's design of the
Software Product shall be made upon a non-confidential basis without
any manner of restriction of the Licensor in its use or dissemination
of received information.
2.8 Thc Licensor or the Licensee shall have the right to terminate this
License in thc event of a breach by the other party which the
breaching party fails to correct within a period of fifteen (15) days
after the receipt of notice thereof from the non-breaching party, or
immediately and without notice in the event that any bankruptcy
arrangement for the benefit or creditors or insolvency proceedings are
commenced by or against the Licensee, or in the event of the
appointment of an assignee for the benefit of creditors or a receiver
of the Licensee or its property. However, in the event at the time the
Licensor shall be entitled to exercise the foregoing right immediately
and without notice terminate this License, and such termination would
cause interruption of service to governmentally franchised telephone
common carrier subscribers, the Licensor agrees in good faith (but
with due regard to thc protection of licensed interests) to provide
its best efforts to cooperate with the enfranchising authority to
avoid disruption of such services. No termination hereunder shall
prejudice any of thc non-breaching party's rights arising prior
thereto or shall limit in any way the other remedies available to the
non-breaching party. Siemens licensors shall be entitled to directly
enforce the provisions of this software license to the extent a breach
relates to such third party software,
2.9 Upon cessation of use of thc Designated Product, the Licensee shall as
instructed by the Licensor, either return the Software Product to the
Licensor or destroy the Software Product.
2.10 Should any obligation of either party under this License be found
illegal or unforceable in any respect, such illegality or
unforceability shall not affect any other provision of this License,
all of which shall remain enforceable in accordance with their terms.
Should any obligations of either party under this License be found
illegal or unenforceable by reason of being excessive in extent or
breadth with respect to duration. scope or subject matter, such
obligations shall be deemed and construed to be reduced to the maximum
duration, to the end that such obligations shall be and remain
enforceable to the maximum extent allowable.
2.11 Any notice or other communication required or permitted to be made or
given hereunder to either party hereto shall be sufficiently made or
given on the date of mailing if sent to such party by certified mail,
return receipt requested, postage prepaid, addressed to it. at its
address set forth in this Agreement.
2.12 The Licensee's rights hereunder are assignable, but only as part of a
transaction in which ownership of the Designated Product is
transferred to an Affiliate of Licensee or as part of a sale or
transfer of substantially all of the assets of Licensee. It is agreed
that as a condition to the exercise of the Licensee's right to assign
this License, the Licensee shall have previously obtained and provided
to Licensor a written assignment in which the assignor identifies and
incorporates by reference this License and intermediate assignments
prior to any physical transfer or Turnover of the Software Product to
such assignee and the assignee agrees to abide by the provisions of
this license.
2.13 The Service Logic Programs may only be used by License to conduct
Licensee's telecommunications business on the fast feature platform
leased hereunder and Licensee shall not install, link or download on
or to any equipment or device other than equipment or devices used
solely in Licensee's business or in any manner provide access to thc
services obtained through the use of Service Logic Programs to other
parties.
<PAGE>
3. LICENSE GRANT FOR LICENSEE CREATED SOFTWARE ,.
License hereby assigns all intellectual property rights, including without
limitations, patents and copyrights in Licensee Created Software and
Licensee agrees to execute all documents necessary to legally implement
such assignment. Licensor grants to Licensee a non-exclusive, fully
non-transferable license to use under thc same conditions set forth in
Paragraphs 2.1, 2.8, 2.9, 2.10, 2.11 and 2.12. above Licensee Created '
Software solely in its business and not to be installed, linked or
downloaded on or in any equipment or device other than equipment or device
owned or leased by Licensee or in any manner provide access to the services
obtained through use of Licensee Created Software to others.
4. PATENT OR COPYRIGHT OR TRADEMARK INFRINGEMENT
Licensor agrees, at its expense, to defend and indemnify Licensee in any
suit, claim or proceeding brought against Licensee alleging that Software
Product but not Licensee Created Software licensed hereunder directly
infringes any U.S. Letters Patent, U.S. Copyright or U.S. Trademark,
provided Licensor is promptly notified, given assistance required and
permitted to direct the defense. Further, Licensor agrees to pay any
judgment based on infringement rendered in such suit by final judgment or a
court of last resort, but Licensor shall have, no liability for settlements
or costs incurred without its consent. Should the use of the Software
Product by Licensee be enjoined, or in the event that desires to minimize
its liability hereunder, Licensor may fulfill its obligations hereunder by
either substituting non-infringing equivalent software or modifying the
infringing Software Product or portion thereof so that it no longer
infringes, but remains functionally equivalent or to obtain for Licensee,
at the expense of Licensor, the right to continue use of such Software
Product, or if in the sole judgment of Licensor none of the foregoing is
feasible, Licensor may take back the Software Product and refund to
Licensee the undepreciated amount of any paid-up fee that has been paid to
Licensor. Thc foregoing states the entire liability of Licensor for patent,
copyright or trademark infringement or for any breach of warranty of
non-infringement, express or implied. The foregoing indemnity shall not
apply to any suit, claim or proceedings based upon allegations that a
process or method claim of a patent is infringed, nor to Infringements
arising from modification of the Software Product by anyone other than
Licensor, or to allegations of infringement based on thc combination of the
Software Product with software or products supplied by Licensee or others,
nor to infringements arising from Software Products made to the
specification or design of Licensee, and Licensee agrees to indemnify
Licensor to an extent equivalent to that provided to the Licensee
hereinabove in the event that any suit, claim or proceeding is brought
against Licensor based upon any of the foregoing infringement circumstances
which are excluded from the Licensor's indemnification to thc Licensee.
5. WARRANTY AND DISCLAIMER OF WARRANTY
5.1 Licensor warrants that the Software Products, other than the data base
portion of the Software Product covered by this Agreement, will at thc
time of Turnover, substantially conform to its functional description
in Licensor's technical proposal Licensee's sole remedy Licensor's
sole obligation shall be to deliver any amendments or alterations
required to correct any such non-conforming Software which is found to
be defective within a period of one (1) year after Turnover and which
significantly affects its performance.
5.2 Licensor warrants that the data base portion of the Software Product
covered by this License shall substantially conform to the site
dependent data submitted by Licensee. Licensee's sole remedy and
Licensor's sole obligation shall be to correct any nonconforming data
base which is found to be defective within a period of ninety (90)
days after Turnover.
5.3 The foregoing warranties do not extend to defects or non-conformities
from any cause, including but not limited to, abuse, acts of God,
improper installation, modifications or maintenance (if performed by
other than Licensor) and other defects traceable to Licensee's acts or
omissions; or defects or nonconformities in software, firmware or data
base traceable to Licensee's errors, modifications or system changes.
5.4 There are no warrantees of any kind for Licensee Created Software.
5.5 THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS
OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. BUYER FURTHER
AGREES THAT LICENSOR WILL NOT BE LIABLE FOR ANY LOSS OF DATA OR USE,
LOST PROFITS OR REVENUE, OR FOR ANY CLAIM OR DEMAND AGAINST BUYER BY
ANY OTHER PARTY. IN NO EVENT WILL LICENSOR BE LIABLE FOR CONSEQUENTIAL
DAMAGES, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
6. LIMITATION OR LIABILITY
6.1 LICENSOR SHALL NOT BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL OR
CONSEQUENTIAL DAMAGES OFANY NATURE AND FROM ANY CAUSE, WHETHER BASED
ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF STATUTORY
PROPRIETARY RIGHTS, INCLUDING PATENT, COPYRIGHT OR TRADEMARK (EXCEPT
AS EXPRESSLY PROVIDED IN SECTION 4 ABOVE). OR ANY OTHER LEGAL THEORY,
EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
LICENSEE FURTHER AGREES THAT LICENSOR WILL NOT BE LIABLE FOR ANY LOSS
OF DATA OR USE, LOST PROFITS OR REVENUE, OR FOR ANY CLAIM OR DEMAND
AGAINST I.ICENSEE BY ANY OTHER PARTY.
6.2 LICENSEE ASSUMES SOLE RESPONSIBILITY FOR ENSURING THAT THE BILLING
CENTER CAN CORRECTLY READ CALL RECORDS. LICENSEE'S RESPONSIBILITY
INCLUDES READING DAILY THE AMA FRAME AND/OR POLLING SYSTEM TAPE(S) BY
THE BILLING SYSTEM COMPUTER TO ENSURE ALL TICKET INFORMATION IS
PRESENT, RISK OF LOSS FOR ANY DATA. USE, REVENUE OR PROFIT ASSOCIATED
THEREWITH IS ON LICENSEE.
<PAGE>
7. CHOICE OF LAW AND JURISDICTION
The validity, performance and construction of these terms and conditions
shall be governed by the laws of the State of Florida without regard to its
Choice of Law Provisions. Licensee hereby irrevocably consents and agrees
that any legal action, suit or proceeding arising out of or in any way in
connection with this Software License Agreement shall be brought in the
courts of the State of Florida or in the United States court sitting `in
the State of Florida and hereby irrevocably accepts and submits to, for
itself and in respect of its property, generally and unconditionally, the
for thc international Sale of Goods does not apply to the products provided
under this agreement.
8. INTEGRATION
This Software License Agreement constitutes the entire understanding of the
parties hereto and supersedes all previous communications. representations
and understandings between the parties with respect to the subject matter
of this Software License Agreement.
WHEREFORE thc parties hereto manifest their agreement to the terms and
conditions hereinabove, effective on the date first above written, by affixing
hereto the signatures of their respective authorized representatives
hereinbelow.
SIEMENS INFORMATION AND COMMUNICATION HIGHPOINT INTERNATIONAL TELECOM, INC.
NETWORKS, INC. (FORMERLY HIGHPOINT CAPITAL INC.)
(LICENSOR) (LICENSEE)
By:_______________________________ By:___________________________
__________________________________ ______________________________
(Name & Title) (Name & Title)
Date Signed:______________________ Date Signed:__________________
<PAGE>
SECRETARY'S CERTIFICATE
I, ____________________ do hereby certify that I am the Secretary of
HIGHPOINT INTERNATIONAL TELECOM, INC. (FORMERLY HIGHPOINT CAPITAL, INC.), a
corporation duly organized and existing under the laws of the State of Nevada
("Corporation"); that I am the keeper of the seal of the corporation and
corporate records, including, without limitation, the Charter, By-Laws and the
minutes of thc meeting of the Board of Directors of the Corporation; that the
following is an accurate and compared transcript of the resolutions contained in
the minute book of the Corporation, which resolutions were duly adopted and
ratified at a meeting of the Board of Directors of the Corporation duly convened
and held in accordance with the By-Laws and Charter of the Corporation on the
____ day of ______,19__, at which time a quorum was present and acted
throughout; and that said resolutions have not in anyway been modified, repealed
or rescinded, but are in full force and effect:
"RESOLVED, that any officer of the Corporation be and is hereby
authorized and empowered in the name and on behalf of this Corporation to
enter into one or more lease agreements with Telecommunications Finance
Group ("hereinafter called "LESSOR") concerning personal property leased to
the Corporation; from time to time to modify, supplement or amend any such
agreements; and to do and perform all other acts and things deemed by such
officer to be necessary, convenient or proper to carry out any of the
foregoing; and be it
FURTHER RESOLVED, that all that any officer shall have done or may do
in the premises is hereby ratified and approved; and be it
FURTHER RESOLVED, that the foregoing resolutions shall remain in full
force and effect until written notice of their amendment or recission shall
have been received by LESSOR and that receipt of such notice shall not
effect any action taken or loans or advances made by LESSOR prior thereto
and LESSOR is authorized to rely upon said resolutions until receipt by it
of written notice of any change; and be it
FURTHER RESOLVED, that the Secretary be and is hereby authorized and
directed to certify to LESSOR that the foregoing resolutions and provisions
thereof are in conformity with the Charter and By-Laws of this
Corporation."
I do further certify that the Lease Agreement entered into by the
Corporation and LESSOR concerning the following items of personal property:
Siemens Information and Communication Networks, Inc. Designated Product plus
Peripheral Equipment
is one of the agreements referred to in said resolutions and was duly executed
pursuant thereto and there are no restrictions imposed by the Charter or By-Laws
of the Corporation restricting the power or authority of the Board of Directors
of the Corporation to adopt the foregoing resolutions or upon the Corporation or
its officers to act in accordance therewith.
I do further certify that the following are names and specimen signatures
of officers of the Corporation empowered and authorized by the above
resolutions, each of which has been duly elected to hold and currently holds the
office of the Corporation set opposite his name:
NAME OFFICE SIGNATURE
---- ------ ---------
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the
Corporation this _______________________ day of ____________,19__.
(SEAL) Secretary of HIGHPOINT INTERNATIONAL TELECOM, INC
(FORMERLY HIGHPOINT CAPITAL, INC.)
<PAGE>
STANDARD FORM UNIFORM COMMERCIAL CODE
STATEMENTS OF CONTINUATION PARTIAL RELEASE ASSIGNMENT; ETC FORM UCC3
This STATEMENT is presented to a filing officer pursuant to the Uniform
Commercial Code.
<TABLE>
<CAPTION>
<S> <C> <C>
3. Maturity date (if any):
- ----------------------------------------------------------------------------------------------------------------------------
1.Debtor(s) (Last Name First) and adress(es) 2. Secured Party(ies) and adress(es) For Filing Officer (Date, Time and
Filing Office)
ATHENA INTERNATIONAL LTD. TELECOMMUNICATIONS FINANCE GROUP
LIABILITY CO. 400 RINEHART RD
701 POYDRAS ST. 675 ONE SHELL LAKE MARY, FL 32746
NEW ORLEANS, LA 70139 FEIN 13-3591133
FEIN 72-1280590
- -------------------------------------------------------------------------------------
4. This statement refers to original Financing Statement bearing file no 942086285
Filed with STATE OF COLORADO date file 11/21/94 19__
5. / / Continuation The original financing statement between the foregoing Debtor
6. / / Termination and Secured Party, bearing file number shown above, is still effective.
7. / / Assignment Secured Party no longer claims a security interest under the
financing statement bearing file number shown above.
8. / / Amendment The secured party's right under the financing statement bearing
file number shown above to the property described in item 10
have been assigned to the assignee whose name and address appear
in item 10 Financing statement bearing file
number shown above is amended as set forth in item 10
9. / / Release Secured party releases the collateral described in item 10
from the financing statement bearing file number shown above.
- ----------------------------------------------------------------------------------------------------------------------------
10. NEW DEBTOR IS AS FOLLOWS:
HIGHPOINT INTERNATIONAL TELECOMM, INC.
1890 SHORELINE BLVD.
MOUTIN VIEW, CA 94043-1320
THIS DEBTOR ASSUMES ALL RESPOSIBILITY UNDER THIS LEASE AGREEMENT ALONG WITH ORIGINAL DEBTOR.
No. of additional Shares presented.
HIGHPOINT INTERNATIONAL TELECOM, INC. TELECOMMUNICATIONS FINANCE GROUP
- ------------------------------------- ---------------------------------
By: X By: X
------------------------------------------------------------- ------------------------------
Signature(s) of Debtor(s) (necessary only if item 8 is applicable) Signature(s) of Secured Party(ies)
STANDARD FORM - FORM UCC-3
(1)Filing Officer Copy - Alphabetical
</TABLE>
<PAGE>
STANDARD FORM UNIFORM COMMERCIAL CODE
JULIUS BLUMBERG, INC.NYC, 10019
STATEMENTS OF CONTINUATION PARTIAL RELEASE, ASSIGNMENT, ETC. - FORM UCC-3 '
<TABLE>
<CAPTION>
This STATEMENT is presented to a filing officer for filing pursuant to the Uniform Commercial Code: 3. Maturity date (if any):
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
1. Debtor(s) (Last Name First) and address(es) 2. Secured]Party(ies) and address(es) For Filing Officer
ATHENA INTERNATIONAL LTD. TELECOMMUNICATIONS FINANCE GROUP (Date, Time and Filing Office)
LIABILITY CO. 400 RINEHART RD. '
701 POYDRAS ST., 675 ONE SHELL LAKE MARY, FL 32746
NEW ORLEANS, LA 70139 FEIN 13-3591133
FEIN 72-1280590
- -------------------------------------------------------------------------------------------
4.This statement refers to original Financing Statement bearing File No. 36-99471
Filed with PARISH OF ORLEANS, LA Date Filed 10/29/95 19
- ------------------------------------------------------------------------------------------------------------------------------------
5. / / Continuation. The original financing statement between the foregoing Debtor and Secured Party bearing file number shown
above, is still effective.
6. / / Termination. Secured party no longer claims a security interest under the financing statement bearing file number shown
above.
7. / / Assignment. The secured party's right under the financing statement bearing file number shown above to the property
described in Item 10 have been assigned to the assignee whose name and address appears in Item 10.
8. /X/ Amendment. Financing Statement bearing file number shown above is amended as set forth in Item 10.
9. / / Release. Secured Party releases the collateral described in Item 10 from the financing statement bearing file number
shown above.
- ------------------------------------------------------------------------------------------------------------------------------------
10. NEW DEBTOR IS AS FOLLOWS:
HIGHPOINT INTERNATIONAL TELECOM, INC.
1890 SHORELINE BLVD.
MOUNTAIN VIEW, CA 94043-1320
THIS DEBTOR ASSUMES ALL RESPONSIBILITY UNDER THIS LEASE AGREEMENT ALONG WITH
ORIGINAL DEBTOR. No. of additional Sheets presented:
HIGHPOINT INTERNATIONAL TELECOM, INC. TELECOMMUNICATIONS FINANCE GROUP
------------------------------------- --------------------------------
By: X By:
------------------------------------------------------------------ -------------------------------------
Signature(s) of Debtor(s) (necessary only if item 8 is applicable). Signature(s) of Secured Party(ies).
(1) Filing Officer Copyo Alphabetical STANDARD FORM - FORM UCC-3
</TABLE>
<PAGE>
GUARANTY
Guaranty made this __________ day of _________________, 19__, by Highpoint
Telecommunications, Inc., a Canadian corporation with main offices located at
999 West Hastings St #1030, Vancouver, BC V6C 2W2, herein referred to as
Guarantor, to Telecommunications Finance Group, with offices located at 400
Rinehart Road, Lake Mary, Florida 32746, herein referred to as Obligee.
SECTION ONE
STATEMENT OF GUARANTY
As an inducement to Obligee to consent to the assignment from Athena
International Ltd. Liability Co. dba Athena International, LLC to Advantage to
Highpoint International Telecom, Inc. (formerly Highpoint Capital, Inc.) of a
certain lease dated June 25, 1996 between Athena International Ltd. Liability
Co. dba Athena International, LLC and Obligee, the undersigned Guarantor
irrevocably and unconditionally guarantees payment when due, whether by
acceleration or otherwise, of the lease payments, and in all schedules or leases
now or hereafter entered into with Lessee and all the obligations and
liabilities due under any lease, note or other obligation of Lessee or Lessor,
or its successors or assigns, together with all interest thereon and all
attorneys' fees, costs and expenses, in enforcing any such obligations and
liabilities. The right of recovery against Guarantor under this Guaranty is
unlimited.
SECTION TWO
ACKNOWLEDGEMENT OF ASSIGNMENT OF LEASE
The undersigned Guarantor acknowledges assignment of the lease by Lessor and
consents to such assignment, as well as any future assignments, and specifically
agrees that this Guaranty is and shall be an open and continuing Guaranty and
all obligations and liabilities to which it applies or may apply shall be
conclusively presumed to have been created in reliance hereon and shall continue
in full force and effect, notwithstanding any (a) change in rentals or other
obligations under the lease, (b) renewals, modifications, additions or
extensions thereto or extensions of time to perform any of the obligations
thereunder.
The undersigned Guarantor specifically waives notice of assignment by the Lessor
and waives notices of any such changes, renewals, modifications, additions,
extensions or of any default by the Lessee.
The undersigned Guarantor further agrees and consents to any assignment of this
Guaranty, in which event it shall endure to the benefit of any such Assignee
with the same force and effect as though the Assignee was specifically named
herein, and waives any notice of any such assignment.
SECTION THREE
EFFECT OF INVALIDITY
No invalidity, irregularity or unenforceability of all or part of the
obligations and liabilities hereby guaranteed or of any security therefore shall
affect, impair or be a defense to this Guaranty. This Guaranty is a primary
obligation of thc undersigned Guarantor.
SECTION FOUR GOVERNING LAW
This instrument shall be deemed to have been made in the County of Seminole,
State of Florida, and shall be interpreted in accordance with the laws of the
State of Florida.
As part of the consideration for the assignment of the lease, the undersigned
Guarantor agrees that any and all actions or proceedings arising directly or
indirectly from this Guaranty shall be litigated in courts having a situs within
the State of Florida.
<PAGE>
The undersigned Guarantor consents to the jurisdiction of any local, state, or
federal court located within the State of' Florida, and waives personal service
of any and all process, and consents that all such service of process may be
made by certified or registered mail, return receipt requested, directed to the
undersigned at the address first stated above.
SECTION FIVE
BINDING EFFECT
This Guaranty shall bind the respective heirs, executors, administrators,
successors, and assigns of the undersigned Guarantor.
In witness whereof, Guarantor has executed this Guaranty at the day and year
first above written.
HIGHPOINT TELECOMMUNICATIONS, INC.
By:_________________________
_____________________________
(Name and Title)
Date Signed:_________________
<PAGE>
SIEMENS
Stromberg-Carlson
MAINTENANCE SERVICE PLAN (MSP) AGREEMENT
Siemens Stromberg-Carlson Effective Date: November 1, 1996
----------------
400 Rinehart Road Initial Annual
Lake Mary, Florida 32746 Charge:$ 10,167.00
----------------
Telephone 407 942-5611
Customer
Company Athena International
-------------------------------------
Address 910 15th Street Suite 640
-------------------------------------
City Denver
-------------------------------------
State CO Zip 80202
-------------------------- -----
Siemens Stromberg-Carlson (hereafter referred to as "SSC" ) agrees to service
the equipment listed in the attached Schedule A (hereafter referred to as
"Equipment" ) subject to the terms and conditions set forth herein and on the
reverse side hereof. The service applicable to each unit of Equipment is
indicated in Schedule A.
DESCRIPTION OF SERVICES: The nature and scope of the services to be furnished by
SSC hereunder shall be as follows:
A. BASE MSP - (i) The isolation of hardware/software anomalies which
inhibit the normal operation of the DCO and related subsystems. This
includes SCAT diagnostic assistance confined to the DCO, or any remote
subsystem attached to the DCO; (ii) The maintenance of Database
integrity; (iii) The resolution of routing errors, including routing
errors introduced into the switch by Customer personnel during routine
traffic and service order adjustments; (iv) Diagnosing system
deviations detected by Alarm and Reporting subsystems or other
mechanisms. This includes diagnosis of subscriber complaints of
system/feature trouble not reported by DCO diagnostics; (v) The
incorporation of Generic Updates, when necessary, within the same
Release. If resolution to a reported problem indicates an available
software patch is required, the system will be brought to the latest
patch level within the Generic Release; and (vi) Telephone diagnostic
support during natural disasters or other emergency conditions.
B. MSP PLUS 25 - If the MSP PLUS 25 Service is indicated in Schedule A
for any unit(s) of Equipment, then in addition to the forgoing
services, SSC shall provide for such unit(s) of Equipment (i)
bi-annual remote updates to the latest patch level within the current
release; and (ii) Database additions not to exceed (25) hours EF&I per
year within the existing memory configuration.
CUSTOMER ACKNOWLEDGES HAVING READ THE FOREGOING, THE REVERSE SIDE HEREOF, AND
THE SCHEDULES ANNEXED HERETO, AND AGREES TO BE BOUND THEREBY.
Athena International Siemens Stromberg-Carlson
- ----------------------------------
CUSOMER
/s/ Michael T. Landers /s/ [Illegible]
- ---------------------------------- ------------------------------
12/23/96 12/18/96
- ---------------------------------- -------------------------------
Date Date
<PAGE>
SCHEDULE A
To Maintenance Service Plan (MSP) Agreement
between Siemens Stromberg-Carlson
and Athena International(Customer)
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
EQUIPMENT SCOPE OF SERVICES
EQUIPMENT LOCATION TYPE (1) # LINES #TRUNKS/PORTS BASE MSP (2)* MSP PLUS 25(3)*
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Denver, CO OCC 0 4608 X X
</TABLE>
NOTES:
* Indicate with an X.
1) If equipment is RNS, RLG or RLS, the associated host office must also be
listed.
2) BASE MSP must be indicated for all fisted equipment
3) If MSP PLUS 25 is indicated for any equipment which is an element of a
larger network then it must also be indicated for the entire network,
including the host and all subsystems dependent upon such host.
<PAGE>
Please Return signed MSP to:
Siemens Stromberg Carlson
Attn: Jamie Sims MZ/17B
400 Rinehart Road
Lake Mary, FL 32746
<PAGE>
SIEMENS
MAINTENANCE SERVICE PLAN (MSP) AGREEMENT
Siemens Telecom Networks Effective Date: November 1, 1997
----------------
400 Rinehart Road Initial Annual
Lake Mary, Florida 32746 Charges:$ 1018%.00
----------------
Telephone 407 942-5811
------------
Customer
Company Athens International
-------------------------------
Address 9100 15th Street Suite 840
-------------------------------
City Denver
-------------------------------
State CO Zip 80202
---------------- ------
Siemens Telecom Networks (thereafter referred to as STN) agrees to service the
equipment listed in the attached SCHEDULE A (thereafter referred to as
Equipment) subject to the terms and conditions set forth herein and on the
reverse side hereof. The service applicable to each unit of Equipment is
indicated in SCHEDULE A.
DESCRIPTION OF SERVICES: The nature and scope of the services to be furnished by
STN hereunder shall be as follows:
A. BASE MSP - (i) The isolation of hardware/software anomalies which
inhibit the normal operation of the DCO and related subsystems. This
includes SCAT diagnostic assistance confined to the DCO, or any remote
subsystem attached to the DCO; (ii) The maintenance of database
integrity; (iii) The resolution of routing errors introduced into the
switch by Customer Personnel during routine traffic and service order
adjustments; (iv) Diagnosing system deviations detected by alarm and
reporting subsystems or other mechanisms. This includes diagnosis of
subscriber complaints of system/feature trouble not reported by DCO
diagnostics. (v) The incorporation of Generic Updates, when necessary
within the same release. If resolution to a reported problem indicates
an available software patch is required the system will be brought to
the latest patch level within the Generic Release; and (vi) Telephone
diagnostic support during natural disasters or other emergency
conditions.
B. MSP PLUS 25 - If the MSP PLUS 25 service is indicated in Schedule A
for any unit(s) of Equipment, then in addition to the forgoing
services, STN shall provide for such unit(s) of Equipment. (i)
Bi-annual remote updates to the latest patch level within the current
release, and (ii) Database additions not to exceed (25) hours EFOI per
year within the existing memory configuration.
CUSTOMER ACKNOWLEDGES HAVING READ THE FOREGOING, THE REVERS SIDE HEREOF, AND
THE SCHEDULES ANNEXED HERETO, AND AGREES TO BE BOUND THEREBY.
ATHENA INTERNATIONAL SIEMENS TELECOM NETWORKS
- ----------------------------------
Customer
/s/ (MILA SCOTT) /s/ (JAMES L SCOTT)
- ---------------------------------- ------------------------------
By (Signature) By (Signature)
11/20/1994 11/07/1997
- ---------------------------------- ------------------------------
Date Date
<PAGE>
1. TERM: This Agreement shall commence on the Effective Date set forth above
and shall be effective for one (1) year. This agreement shall be
satisfactorily renewed from year to year thereafter up to a maximum term of
five (5) years from the effective date set forth above, unless cancelled by
either party in writing prior to sixty (60) days before the expiration of
annual term. When so renewed, the charge will be STN's then current rate
2. FORCE MAJEURE: The foregoing services will be rendered as provided above
unless prevented by causes beyond STN's reasonable control. STN shall not
be liable for any loss or damage due to failures or delays arising out of
any such causes, and no such failure or delay shall entitle Customer to
terminate this agreement.
3. EXCLUSIONS FROM COVERAGE: Examples of Services not provided by STN are any
services necessitated by, or of the type described in any of the following:
(i) on site labor or material for any reason, (ii) neglect or misuse of the
Equipment by Customer or others: (iv) Customer's failure to provide
suitable Equipment environment as required in the Equipment specifications;
or (v) the use by the Customer or any third party of the Equipment in
combination with any other approves as to such combined use of Customer of
any term of the Equipment in a manner not intended by the parties hereto or
sponsored by STN. The above exclusions are not an _ exclusions.
4. PAYMENT: For the period of this Agreement Customer agrees to pay the
initial charge set forth above, plus applicable taxes. For each term of
this agreement the charge shall be at STN's then current rate plus
applicable taxes. All charges hereunder are stated and shall be payable in
US dollars at STN's address appearing above or as STN may designate.
Customers shall make all such payments to STN in advance, not later then
thirty (30) days prior to the commencement of each term of this agreement.
Any labor that is provided by STN in excess of that specified in the
DESCRIPTION OF SERVICES section of this Agreement, shall be charged to
Customer at STN's then current commercial prices therefore, and Customer
agrees to pay all such invoices promptly when rendered. All parts and
materials are in addition to the prices contained herein and shall be
charged at STN's then current commercial prices.
5. ASSIGNMENT: This agreement may not be interfered or assigned to any third
party without the express written consent of STN, STN may subcontract any
portion of its obligations hereunder.
6. WARRANTY LIMITATION: STN warrants that the services performed hereunder
will generality conform to industry standards. In the event of any breach
of warranty, STN's sole obligation shall be in the re-perform the
non-conforming services. THE WARRANTY AND REMEDY STATED HEREIN ARE
EXCLUSIVE AND NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PURPOSE, SHALL APPLY. In so
event will be STN be liable for lost profits, lost revenues, indirect
accidental or consequential damages even if STN has been advised of the
possibility of such damages.
7. PERFORMANCE: IN THE EVENT OF MATERIAL BREACH, EITHER PARTY MAY CANCEL THIS
AGREEMENT, THIS BEING THE EXCLUSIVE REMEDY AVAILABLE. STN SHALL IN NO EVENT
BE LIABLE FOR LOST REVENUE, LOST PROFITS OR FOR SPECIAL INCIDENTAL OR
CONSEQUENTIAL DAMAGES FOR LOSS, DAMAGE OR EXPENSE DIRECTLY OR INDIRECTLY
ARISING FROM CUSTOMERS INABILITY TO USE EQUIPMENT EITHER SEPERATELY OR IN
COMBINATION WITH ANY OTHER EQUIPMENT, OR FROM ANY OTHER CAUSE.
8. SERVICES BY OTHER: Any maintenance or service work performed on the
equipment by others during this period of this Agreement without prior
written consent of STN shall, at the option of STN, cause this agreement to
become null and void.
9. JURISDICTION: Customer hereby irrevocably consents and agrees that any
legal action, suit or proceeding arising out of or in any way in connection
with this agreement shall be _ or brought in by the courts of the State of
Florida of the United States court _ in the State of Florida and by
execution of this agreement hereby irrevocably accepts and admits to, for
itself and in respect of its property, generality and unconditionally, the
Jurisdiction of any such court and to all proceedings in such court.
10. SOFTWARE: Any software provided by STN for any Engineer under this
agreement shall be subject to the terms and provisions of the Software
License applicable to such Equipment.
11. ENTIRE AGREEMENT: The provisions contained in this agreement, including the
attached schedule A, when approved, accepted and executed at STN's home
office, constitute this entire Agreement between STN and Customer with
regard to this subject_ any alterations or modifications hereto must be in
writing, reference this Agreement, and be executed by STN and the Customer.
<PAGE>
SCHEDULE A
To Maintenance Service Plan (MSP) Agreement
Between Siemens Telecom Networks
And Athena International (Customer)
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
EQUIPMENT SCOPE OF SERVICES
EQUIPMENT LOCATION TYPE (1) # LINES #TRUNKS/PORTS BASE MSP (2)* MSP PLUS 25(3)*
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Denver, CO OCC 0 4608 X X
</TABLE>
*Indicate with an X
(1) If equipment is RNS, RLG or RLS, the associated host office must also be
listed.
(2) BASE MSP must be indicated for all listed equipment.
(3) If MSP PLUS 25 is indicated for any equipment which is an element of a
larger network, then it must also be indicated for the entire network,
including the host and all subsystems dependent upon such host.
<PAGE>
ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC
SITE: LOS ANGELES, CALIFORNIA
LEASE PAYMENTS
ADDENDUM TO LEASE AGREEMENT DATED October 31, 1996 BETWEEN
TELECOMMUNICATIONS FINANCE GROUP AND
ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC
EFFECTIVE JUNE 1, 1997 (60 MONTHLY LEASE PAYMENTS)
- --------------------------------------------------
ORIGINAL VALUE OF EQUIPMENT $370,908.98
RATE FACTOR PER $1,000 $21.993
ORIGINAL MONTHLY LEASE PAYMENT $8,157.40
EFFECTIVE JULY 1, 1997 (59 MONTHLY LEASE PAYMENTS REMAINING)
- ------------------------------------------------------------
ADDITION I $298, 421.49
RATE FACTORS PER $1,000 $21.771
ADDITION I MONTHLY LEASE PAYMENT $6, 496.93
TOTAL MONTHLY LEASE PAYMENT $14, 654.33
EFFECTIVE OCTOBER 1, 1997 (56 MONTHLY LEASE PAYMENTS REMAINING)
- ---------------------------------------------------------------
ADDITION II $185, 473.75
RATE FACTOR PER $1,000 $22.664
ADDITION II MONTHLY LEASE PAYMENT $4, 203.58
TOTAL MONTHLY LEASE PAYMENT $18, 857.91
EFFECTIVE DECEMBER 2, 1997, THE LEASE TERM IS EXTENDED FROM 60 TO 63 MONTHS
EFFECTIVE JANUARY 1, 1998 (56 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION III $22, 777.76
LEASE PAYMENTS ARE AS FOLLOWS:
01/01/98 - 08/01/98 $ -0-
04/01/98 - 08/01/2002 $19,401.61
TOTAL VALUE OF EQUIPMENT $877,581.98
SUMMARY OF TOTAL LEASE PAYMENTS:
1 @ $8,157.40 = $8,157.40
3 @ $14, 654.33 = $43,962.99
3 @ $18, 857.91 = $56, 573.73
3 @ $ -0- = $ -0-
53 @ $19,401.61 = $1,028,285.33
- -- -------------
63 $1,136,979.45
ACCEPTED BY: /s/ Kevin H. Pollard
--------------------
DATE: March 3, 1998
--------------------
<PAGE>
AMENDMENT TO LEASE AGREEMENT DATED October 31, 1996 BETWEEN
TELECOMMUNICATIONS FINANCE GROUP AND
ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL LLC
FOR EQUIPMENT INSTALLED IN LOS ANGELES, CALIFORNIA
Effective December 2, 1997, the following sections of said Lease Agreement are
amended as follows:
1. Section 3:
----------
The term of the lease changed from sixty (60) months to sixty-three
(63) months.
2. Section 5(a):
-------------
The number of consecutive monthly installments of rent for the
Equipment is changed from sixty (60) months to sixty-three (63)
months.
/s/ Kevin H. Pollard
TELECOMMUNICATIONS FINANCE GROUP ATHENA INTERNATIONAL LTD. LIABILTY CO.
DBA ATHENA INTERNATIONAL, LLC
By: By: Kevinb H. Pollard
-------------------------- ------------------------
President & CEO
- ----------------------------- --------------------------
Authorized Representative (Name & Title)
Date Signed: Date Signed: March 2, 1998
------------------ -------------
<PAGE>
SCHEDULE I OF EXHIBIT A
(CERTIFICATE OF DELIVERY AND ACCEPTANCE)
EQUIPMENT DESCRIPTION
The items of personal property to be leased pursuant to this Lease Agreement,
dated as of October 31, 1996 between TELECOMMUNICATIONS FINANCE GROUP, as
Lessor, and ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL,
LLC, as Lessee, are described below and in the attached equipment list(s):
<TABLE>
<CAPTION>
Equipment List
- --------------
Number Description Amount
- ------ ----------- ------
<S> <C> <C>
DCO-681161 USED 1152 PORT EQUIPPED AND WIRED S368,950.00
RELEASE 12.1; BASIC SS-7 WITH 800
PORTABILITY; SS-7 SPARES; POWER SYSTEM;
UPGRADE TO RELEASE 14.0; DE-INSTALL AT
CALGARY, PACK; RGL EXPANSION
INCLUDING INSTALLATION
FREIGHT 1,958.98
TFG-97245 ADDITION I 298,421.49
TFG.97278 ADDITION II 185,473.75
FG.98016 ADDITION III 22,777.76
---------
TOTAL $877,581.98
----- ===========
</TABLE>
The above described equipment installed at:
800 West Sixth Street, Los Angeles. California 90017
ACCEPTED BY: /s/ Keven H. Pollard
--------------------
DATE: March 2, 1998
--------------------
Dated: October 31, 1996
Revised: June 2, 1997
Revised: August 29, 1997
Revised: February 26, 1998
<PAGE>
EQUIPMENT LIST # TFG-98016 DATED February 26, 1998
COMPANY: ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC
SITE LOCATION: LOS ANGELES, CALIFORNIA
ADDITION: III
PART NO./DESCRIPTION QUANTITY AMOUNT
STN
RESTRUCTURE CHARGES $22,777.76
----------
TOTAL $22,777.76
----- ==========
<PAGE>
EQUIPMENT LIST # TFG-97278 DATED: August 29, 1997
COMPANY: ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA
INTERNATIONAL, LLC
SITE LOCATION: LOS ANGELES, CALIFORNIA
ADDITION: II
<TABLE>
<CAPTION>
PART NO./DESCRIPTION QUANTITY AMOUNT
- -------------------- -------- ------
<S> <C> <C>
SS-C
----
DTF-02 960 PORT ADDITION WITH ISDN,
PER DCO-710014, ISSUE 2, DATED 06/24/97;
ISDN TRANSPORT SOFTWARE; SERVICE
CUA WITH BASICS; ISDN SPARE PWBAS;
DIU PWBA (2) INCLUDING INSTALLATION
(S.O.#071568) AS FOLLOWS:
MATERIAL 1 LOT $89,242.00
SOFTWARE 1 LOT 10,000.00
INSTALLATION 11,340.00
FREIGHT 3,774.75
REAL TIME ANI FEATURE #823435 (S.O.#071804)
AS FOLLOWS:
SOFTWARE RTU 1 LOT 26,667.00
ONE FAIR OF A-LINKS FEATURE #003069
(S.O.#072727) AS FOLLOWS:
SOFTWARE 1 LOT 6,895.00
SCAT 330.00
RELEASE 15.0 UPGRADE PER DCO-710024,
ISSUE 1, DATED 04/08/97 (S.O.#072810)
AS FOLLOWS:
MATERIAL 1 LOT 25,000.00
INSTALLATION 5,000.00
ONE A LINK PAIR (S.0.#073211) AS FOLLOWS:
SOFTWARE 1 LOT 6,895.00
SCAT 330.00
TOTAL $185,473.75
===== ===========
</TABLE>
TFGLA206-5.WPT
<PAGE>
SIEMENS
Stromberg-Carlson
Installation Site: Los Angeles, CA
<TABLE>
<CAPTION>
<S> <C> <C> <C>
PART NUMBER DESCRIPTION QTY
----------- ----------- ---
ITEM 01
CMF-00 CCS-02
822068--812 Diag. Grading Panel 1
822003-596A PWBA, (2W)SI HDI 4
822002-526 PWBA, TSI PGH I/F 4
207800-482 Cable Assembly (TSI/PGH) 4
822005-548A PWBA, (2W) TPPO HOI 2
822008-588A PWBA, TPP1 2
822017-556A PWBA, TPP2 2
817577-SCCA MG Basic OTF Assembly 1
817577-901A MG, DS1 HOST CUA 5
817577-902A MG, Basics PWBAS DS1 CUA 5
207600-225A Frame Weldment 1
207800-079A Pkg Assy Front Door Mtg Hardware 1
207800-080A Pk9 Assy Rear Door Mtg Hardware 1
207800-158A Door Assembly, Right I/O 2
207600-159A Door Assembly, Left I/O 2
817577-92D Cable Tie Assy 6
817560-626A PWBA, (2W) TIF 40
817577-917A MF Fan Assy w/Alarm 1
</TABLE>
<PAGE>
SIEMENS
Stromberg-Carlson
Installation Site: Las Angeles, CA
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
----------- ----------- ---
<S> <C> <C>
ITEM 01 (Cont.)
OTF - 02(cont.)
817743-516 CUA, OIU 1
207800-539 Package Assy. DIU Mtg 1
817564-046 PWBA (2W) DS-1 Power Supply 2
817744-026 PWBA Div Terminator 2
207630-042 Shield Assembly 1
817742-538 PWBA (2w) O1U 2
PRT-00
817578-938 Mod Group, Circuit Breaker 2
Miscellaneous
DSX-DR19 Cross Connect Panel 2
DOC-ADD Additions Documentation 1
ITEM 01A
ISDN Transport
827010 ISDN Transport 1
</TABLE>
<PAGE>
SIEMENS
Stromberg-Carlson
Installation Site: Los Angeles, CA
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
----------- ----------- ---
<S> <C> <C>
ITEM 02
LTR-00
814574-992 MG Service Circuit CUA 1
814574-995 PWBA Mod Group Basic PWBA 1
207800-720 PWBA Guide 1
814742-536 PWBA, DTMF REC 5
814742-578 PWBA. (1W) DTMF REC FOE 3
814571-786 FWBA (1W) Receiver/VACT/EVACT - TMF REC 3
814885-556 PWBA (1W) DTMF Dig. Sender 2
814572-575 PWBA (1W) Dig. Sender TMF 2
</TABLE>
NOTE: Requirements for additional Service Circuits are based upon SS7 usage in
the office This OUA could mount in LTF-00 CUA poso. 01
<TABLE>
<S> <C> <C>
ITEM 03
817564-046 PWBA (2W) DS-1 Power Supply 1
817744-025 PWBA, Div Terminator 1
207630-042 Shield Assembly 1
ITEM 04
817742-536 PWBA (2W) DIU 1
</TABLE>
<PAGE>
EQUIPMENT LIST # TFG-97245 DATED: June 2, 1997
COMPANY: ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA. ATHENA INTERNATIONAL, LLC
SITE LOCATION: LOS ANGELES, CALIFORNIA
ADDITION: 1
<TABLE>
<CAPTION>
PART NO./DESCRIPTION QUANTITY AMOUNT
- --------------------- -------- ------
SS-C
- ----
<S> <C> <C>
A FULLY EQUIPPED DTF-02 FRAME
(1152 PORTS) PER DCO-681162, ISSUE
1, DATED 09/17/96 (S.O.#071175) AS
FOLLOWS:
MATERIAL 1 LOT $72,307.00
INSTALLATION 10,200.00
FREIGHT 24.05
765 AMP HOUR BATTERY PART #4-DAV85-19
WITH 1200 AMP HOUR CHARGER PER DCO-
710000, ISSUE 01, DATED 10/28/96; 2 EJH
PROCESSORS; 1 SPARE EJH PROCESSOR;
200 AMP DISTRIBUTION PANEL WITH BUS
BAR, CABLES AND 10-10 AMP BREAKERS
(S.O.#071800) AS FOLLOWS:
MATERIAL 1 LOT 52,773.00
INSTALLATION 12,200.00
FREIGHT 895.48
A HENDRY FUSE PANEL PER DCO-710009,
ISSUE 02, DATED 12/06/96 (S.O.#071983)
AS FOLLOWS:
MATERIAL 1 LOT 1,732.00
INSTALLATION 2,200.00
FREIGHT 78.50
THIRD PARTY VENDOR- ACTION TELCOM
PRIMARY SYSTEM; SECONDARY SYSTEM; AVAS
SYSTEM; TCP/P PACKAGE; NETPLAN PACKAGE;
REMOTE COMMUNICATIONS PACKAGE; BASIC
AGGRAGATOR PACKAGE; INSTALLATION;
TRAINING (SEE ATTACHED EQUIPMENT LIST) 1 LOT 111,650.00
THIRD PARTY VENDOR TELLABS
81.2571/32MS T1 ECHO CANCELLER 8 17,655.00
FREIGHT 8.58
81.0257D/23" ECHO CANC MTG ASSY 1 836.00
FREIGHT 11.88
THIRD PARTY VENDOR- TTC
EQUIPMENT AS FOLLOWS: 1 LOT 15,807.00
CENTRAL OFFICE TESTING PKG, S/N 10347 1
RACK MOUNT, 19", 1402 1
RACK MOUNT (19") FOR 41934 1
CABLE BANTAM TO BANTAM 10' 4
FREIGHT 43.00
-----
TOTAL $298,421.49
===== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
----------- ----------- ---
<S> <C> <C>
ITEM 01
DTF-01
817577-900 Frame M/G 1
817577-901 MG, DS-1 Host CUA 6
817557-902 MG, DS-1 Basic PWBA's 6
207600-225 Frame Weldment 1
207800-079 Package Assembly Front Door Mtg Hdw 1
207800-080 Package Assembly Rear Door Mtg Hdw 1
207600-158 Door Assembly, Right I/O 2
207600-159 Door Assembly, Left l/0 2
207600-721 PWBA Guide 6
817560-606 PWBA, T1 Interface 48
817577-917 MG Blower w/Fan Alarm, Base 1
CMF-00, CCS-01
822068-811 Diag. Grading Panel 1
822003-596A PWBA, (2W) TSI HDI 4
822002-526 PWBA, TSI PGH I/F 4
207800-482 Cable Assembly (TSI/PGH) 4
822005-546A PWBA, (2W) TPPO HDI 2
822006-566A PWBA, TPP1 (For Addition) 2
822017-566A PWBA, TPp2 (For Addition) 2
1
</TABLE>
<PAGE>
STROMBERG-CARLSON
INSTALLATION SITE: LOS ANGELES, CA
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
----------- ----------- ---
<S> <C> <C>
ITEM 01 (Cont.)
PRT-00
------
817576-938 Mod Group, Circuit Breaker 2
Miscellaneous
-------------
DSX-DR19 Cross Connect Panel 2
DOC-ADD Additions Documentation 1
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
----------- ----------- ---
<S> <C> <C>
ITEM 01
Miscellaneous
-------------
203352-600 OEM Equipment, Fuse Panel 1
020785-086 100' Red Power Cable 1
020785-065 100' Black Power Cable 1
Documentation
-------------
DOC-ADD Additions Documentation 1
NOTE: The ADC Cross Connect Panel and Hendry Fuse Panel must be ordered
for 23" mounting.
</TABLE>
2
<PAGE>
- --------------------------------------------------------------------------------
>>>>> EQUIPMENT LIST AND WARRANTY INFORMATION ON NAMS SALE <<<<<
- --------------------------------------------------------------------------------
CUSTOMER: ATHENA PROJECT CODE: 9205
BUSINESS OFFICE ADDRESS:
BUSINESS OFFICE PHONE#: VOICE: ( ) FAX: ( )
SITE LOCATION: Los Angeles
SITE ADDRESS: 800 W. 11th St. Ste 380, Los Angeles, CA, 10017
SITE PHONE#: VOICE: (213) 622-4977 FAX: ( ) NAMS: ( )
SWITCH TECH: Wayne Carey
SYSTEM NAME:
PURCHASE DATE: STARTUP DATE: WARRANTY. END DATE:
PRIMARY SYSTEM EQUIPMENT: Name: Password:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
Key Make Model # Serial # I/O IRQ ADDR STK
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
PC ACER 9000 P/N 91AA984003 1900047309
KB ACER PS2 6311-k K6367171828P
MON ACER 34T UVGA 7134T M3TP64711536
VC AII Built In MacH64 215CT22200 9
HDC Adaptec Built In AIC-7880P 722511 8400 11
HDC MYLEX DAC960PL 982139 8000 10 PCISLOT-1
HD IBM 4gig Channel-1 74G7005 M1AG3B59925 mdac id-0 Tray-1 F/W
HD IBM-4gig Channel-2 DCAS-34330 B3A14326 mdac id=0 Tray-5-F/W
HD IBM 4gig Channel-2 DCAS-34330 B3A14421 mdac-id=1 Tray-6-F/W
FD Mitsumi (1.44) D359T5 3542754 3f2 6
TD Tandberg TDC-4222 42223862 alad-id=2 5-gig
SL1 Digi Host Ad. 095257155 F0000000
SL1 Digi Conc. (1P) 50000585 (S)E7702756 16-port DB-25
X25 SWG SGX 011311 300 15 D0000
PRN Epson LP-870 40U1119747 3bc 7 /dev/1p0
NET 3COM 3C590 6GF14D2S6E 7000 ........14 PCISLOT-3
SER ACER Built In com1 3f8 4
SER ACER Built In com2 3be 3
CD NEC CDR-222 5Z000214322 mdac id-5
DIA AVAS D/21D CG030890 5 D2000
P/S DELTA DPS-350EB Y2613001392 352-watts
</TABLE>
I/P ADDRESS= 206.142.142.97
MEMORY= 64 meg
SPEED= 166 mhz
SOFTWARE:
<PAGE>
<TABLE>
- ------------------------------------------------------------------------------------------
Key Make License License License Registration
Number Code Data Key
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
OS SCO OpenServer 2DL091048 qwncovwn ezwzckaosk
Enterprise Sys
- ------------------------------------------------------------------------------------------
OS SCO Advanced 2DL090568 qonorjmn k0:ul:mpyb07k hhosbhoebh
File & Print
- ------------------------------------------------------------------------------------------
OS SCO OpenServerI 2DL083104 qbwdzhfc g0;k;u10;msml ezwzckaosk
User License f48
- ------------------------------------------------------------------------------------------
</TABLE>
SOFTWARE:
<TABLE>
- ------------------------------------------------------------------------------------------
Key Make Serial # Activation Key # Version
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
NAMS ATC NAMS II
X25 Netcom II net26414 D094339ff 4.5.4
COMM Term CSU152134U3 gbldbich 6.2
DB Foxpro 2.60
- ------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
SECONDARY SYSTEM EQUIPMENT: Name: Password:
- ------------------------------------------------------------------------------------------
Key Make Model # Serial # I/O IRQ ADDR STK
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
PC ACER 2133 1900054811
KB ACER 6311-K K6367031462P
MON ACER 7134T M3TP64712500
VC Built In
HDC Adaptec Built In 7400 11
HD IBM 2-gig DAC32160 l1546H6125Z1M000001585 id=0
FD Mitsumi (1.44) D359T5 6K17MT0652 3f2 6
TD Tandberg 4220 4226686
X25 SWG SGX D01307 300 15 D0000
NET 3COM 3C590 6GF1657997 7000 14
PRN 7 /dev/1po
SER ACER Built In coml 3f8 4
SER ACER Built In com2 2f8 3
- ------------------------------------------------------------------------------------------
</TABLE>
I/P ADDRESS= 206.142.142.96
MEMORY= 16 meg
SPEED= 133 mhz
SOFTWARE :
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------
Key Make License License License Registration
Number Code Data Key
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
OS SCO OpenServer 2DL085640 kybwynit xzxzeqhghj
Enterprise Sys
- ------------------------------------------------------------------------------------------
OS SCO Advanced 2DL085160 gwrqfgor k0;ul;mp8anw4 gttttqqobj
File & Print
- ------------------------------------------------------------------------------------------
OS SCO OpenServer 2DL089298 qbwdzhkx g0;k;u10;m14p qbhqqaakjj
User License zdx
- ------------------------------------------------------------------------------------------
</TABLE>
SOFTWARE:
<PAGE>
<TABLE>
- ------------------------------------------------------------------------------------------
Key Make Serial # Activation Key # Version
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
NAMS ATC NAMS II
X25 Netcom II net26410 N901208fc 4.5.4
COMM Term CSU151463U3 nghehjak 6.2
- ------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
COMMUNICATIONS EQUIPMENT:
- ------------------------------------------------------------------------------------------
Key Make Model # Serial #
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C>
DSU DDC VRT-1 (Stat-Mux) 628439 (switch) ....
DSU DDC VRT-1 (Stat-Mux) 628444 (billing office)
EASY BRIDGE 3000 9604AF6222 (SWITCH)
EASY BRODGE 3000 9606AF7075 (BILLING OFFICE)
Modem Multitec MT1932ZDX (Primary) 4797703
Modem Multitec MT1932ZDX (Secondary) 4724938
</TABLE>
<PAGE>
Athena International LTD Liability Co.
dba Athena International, LLC
SITE: Denver, Colorado
<TABLE>
LEASE PAYMENTS
ADDENDUM TO LEASE AGREEMENT DATED July 25, 1994 BETWEEN .
TELECOMMUNICATIONS FINANCE GROUP AND Athena International Ltd. Liability Co. dba Athena
International, LLC
<S> <C> <C>
EFFECTIVE FEBRUARY 1, 1995 (60 MONTHLY LEASE PAYMENT)
ORIGINAL VALUE OF EQUIPMENT $314,252.00
RATE FACTOR PER $1,000 $ 21,993
ORIGINAL MONTHLY LEASE PAYMENT $ 6,911.34
ADDITION I $181,250.64
RATE FACTOR Per $1,000 $ 23,408
ADDITION I MONTHLY LEASE PAYMENT $ 4,242.71
TOTAL MONTHLY LEASE PAYMENT $11,154.05
EFFECTIVE SEPTEMBER 1, 1996 (41 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION II $164,516.10
RATE FACTOR PER $1,000 $ 29,610
ADDITION II MONTHLY LEASE PAYMENT $ 4,871.32
TOTAL MONTHLY LEASE PAYMENT $ 16,023.37
EFFECTIVE JANUARY 1, 1997 (37 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION III $264,356.65
RATE FACTOR PER S1,000 $ 32,229
ADDITION III MONTHLY LEASE PAYMENT $ 8,519.95
TOTAL MONTHLY LEASE PAYMENT $24,545.32
EFFECTIVE FEBRUARY 1, 1997 (36 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION IV $ 68,015.31
RATE FACTOR PER $ 1,000 $ 32,976
ADDITION IV MONTHLY LEASE PAYMENT $ 2,242.87
TOTAL MONTHLY LEASE PAYMENT $26,788.19
EFFECTIVE APRIL 1, 1997 (34 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION V S 63,595.58
RATE FACTOR PER S1,000 $ 34,603
ADDITION V MONTHLY LEASE PAYMENT $ 2,200.60
TOTAL MONTHI.Y LEASE PAYMENT $29,988.79
EFFECTIVE MAY 1, 1997 (33 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION VI $ 87,896.85
RATE FACTOR PER $ 1,000 $ 35,020
ADDITION VI MONTHLY LEASE PAYMENT $ 3,078.15
TOTAL MONTHLY LEASE PAYMENT $32,066.94
</TABLE>
<PAGE>
SIEMENS
STROMBERG-CARLSON
Installation Site: Los Angeles, CA
ITEM 01
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
<S> <C> <C>
Switching Equipment
Line Trunk Frame (LTF)
OCCSLTFFRM Line Trunk Frame 1
814742-566 Diagnostic Test Gen/Monitor 1
LTFDOORS LTF Doors, Front & Rear 1
LINGRPCUA Line Group CUA (LTF) 1
SLTFUTSCUA Trk/Svc Ckt CUA Grp 1
SLTFUSCUA Svc Ckt CUA Grp 4
814571-706 Digital TMF Rcv.(2/PWBA) 19
814572-576 Digital Sender (TMF/SATT) 6
814695-556 Digital DTMF Sender 6
814643-596 Digital DTMF Receiver 23
814742-576 (FOC) Digital DTMF Receiver 4
814574-936 2-Wire E&M Trunk PWBA 2
814574-932 Loop Trunk, Reverse Batt PWBA 1
Digital Trunk Frame(DTF)
OCCSDTFFRM Digital Trunk Frame 1
DTFDOORS DTF Doors, Front & Rear 1
SDS1HSTCUA DS1 Host Ckt CUA 6
817560-626A T1 Interface PWBA 48
817577-917A Blower Assembly w/fan Alarm 1
</TABLE>
1
<PAGE>
SIEMENS
STROMBERG-CARLSON
Installation Site: Los Angeles, CA
ITEM 01
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
<S> <C> <C>
Switching Equipment
Control & Maintenance Frame (CMF)
SCMFOCC12.1 Control & Maint Frame OCC 12.1 1
CMFDOORS CMF Doors, Front & Rear 1
822068-819 DLI Transfer 1
814635-086 PWBA Ring (N+1) 1
814721-666 Serial Line Unit PWBA 1
822010-676 Disk Drive Assy 2
822010-656 Tape Drive 1
817702-556 Traffic Measurement/Rec 1
817620-556 MSA PWBA 1
814727-626 J2 Maintenance Processor 1
822010-606 Power & Alarm PWBA 1
817680-606A BMUX PWBA 1
822222-606A DLI-II 1
TSIPWB17 TSI PWBA 4
822702-536A PXAM Il - 4MB 2
822727-696A J-Processor (8MB) 2
814770-656 PXA Memory PWBA 1/Mbyte 1
TPPOPWB17 TPP PWBA (Sectors 0, 1) 1
OCCSNCS Sync Network Clock (Slave) 1
822718-596 Feature Processor (PWBA) 2
814095-626 Service Group Diag PWBA 1
</TABLE>
2
<PAGE>
SIEMENS
STROMBERG-CARLSON
Installation Site: Los Angeles, CA
ITEM 01
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
<S> <C> <C>
Switching Equipment
Control & Maintenance Frame (CMF) (CON'T)
OCCTAPE Tape Control PWBAs 1
814722-216A RS232 Interface Module 7
Power & Test Frame (PRT)
SPRTFOCC12.1 Power Ringing & Tst Fr OCC12.1 1
PRTDOORS PRT Doors, Front & Rear 1
817576-938 Circuit Breaker 100 Amp 7
814475-036 Alarm Sender PWBA 1
817576-912 Basic Cabinets & MTG for N+1 ) 1
814629-904 Ringing Generator (20 Hz) 1
817576-934 200VA DC/AC Non-Redund. Invtr 1
814215-820 Cook 4 Chan Announcer (NT5M) 1
203352-681 4 Channel Announcer 1
Automatic Message Accounting
----------------------------
SAMAFRM AMA Frame 1
AMADOORS AMA Doors Rear 1
814421-908 Cook 1600 BPI Tape Drives (2) 2
814421-909 Cook 1600 BPI Strapping 2
</TABLE>
3
<PAGE>
SIEMENS
STROMBERG-CARLSON
Installation Site: Los Angeles, CA
ITEM 01
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
<S> <C> <C>
Switching Equipment
Miscellaneous
-------------
4-24419-0290 DSX PnI-ADC DSX-DR 19 w/cord 2
PJ716 Bantam Patch Cord 8
2200B Channel Access Unit 1
203352-645 9600 Full Duplex Modems 1
202975-592 7' x 19" Relay Rack 1
207800-284 Installation Material 1
200110-119 Fuse 1 1/'3 amp 20
200110-129 Fuse 3 amp 10
200110-429 Fuse 10 amp 5
200110-139 Fuse 5 amp 10
SD0000 Std System Documentation 1
D0001 Specifications, Paper 2
D0002 Site Drawings, Paper 2
203352-600 Hendry Filtered Fuse Panel 1
207630-911 Modem Eliminator OCC 2
207630-901 PKG Assy/Modem Eliminator 4
Superstructure & Cabling 1
Battery Distribution Frame
--------------------------
814053-043A 7ft Battery Discharge Frame 1
207521-733 Shield 1
</TABLE>
4
<PAGE>
SIEMENS
STROMBERG-CARLSON
Installation Site: Los Angeles, CA
ITEM 01
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
<S> <C> <C>
Switching Equipment
Power Equipment
---------------
Customer Supplied
Distribution Frame Equipment
----------------------------
5065-8 Term Blocks Newton 8 x 26 4
5054 Newton Bracks (1 per 2 blks) 2
Maintenance & Administration Equipment
--------------------------------------
202958-464 Tape Cartridge 1
203352-608 Arrow Tape Drive Cleaning Kit 1
203352-283 Genicom 2120 Keyboard/Printer 1
7271-964 Box, Teleprinter Paper 1
</TABLE>
5
<PAGE>
SIEMENS
STROMBERG-CARLSON
INSTALLATION SITE: LOS ANGELES, CA,
ITEM O1
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
<S> <C> <C>
Spare Circuit Packs
-------------------
200110-099 Fuse 1/2 Amp 1
207630-042 Power Supply Shield 1
555020-125 Fuse, 3AG, 3A 1
555366-001 Switch, SPST 1
814288-526 Tape Diagnostic PWBA 1
814291-546 Tape Motion Cont. PWBA 1
814298-526 Tape Buffer PWBA 1
814439-056 PGC-1 PWBA 1
814440-076 PGC-2 PWBA 1
814441-056 MUX/DEMUX PWBA 1
814462-036A Power Supply PWBA 1
814463-026A Power Supply PWBA 1
814539-026 CMOS Codec Comm. PWBA 1
814727-626 J2 Maintenance Processor 1
817113-086 Power Supply PWBA 1
817524-066A LTC Interconnect PWBA 1
817560-626A T1 Interface PWBA 1
817561-526 T1 I/F Control 1 PWBA 1
817562-566 T1 I/F Control 2 PWBA 1
817564-026A Power Supply PWBA 1
817581-026 DS1 Terminator PWBA 1
817702-556A TMRS Processor 1
822010-656 Tape Drive 1
</TABLE>
6
<PAGE>
SIEMENS
STROMBERG-CARLSON
INSTALLATION SITE: LOS ANGELES, CA
ITEM 01
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
<S> <C> <C>
Spare Circuit Packs(Cont.)
-------------------
822010-666 Tape Drive PWBA 1
822015-536 Clock Generator (SNC) PWBA 1
822024-036A Power Monitor PWBA 1
822033-596A MCG - II PWBA 1
822034-536A Master Clock Dist. PWBA 1
822289-566A TBI II PWBA 1
822723-556A Data Link III PWBA 1
822726-526A HD MSA/SL PWBA 1
822010-606A MSDA Pwr & Alarm 1
822010-636 Disk Drive Assy 1
822222-606A DLI-II 1
Software Features
-----------------
999948 OCC Basic Features Package 1
011219 Trunks Automatic Routine Testing 1
011289 Out of Svc Limit for Server Grp. Eq. 1
012970 Glare Guard 1
018000 Paginated Print-out 1
026609 Route Treatment Expansion 1
053140 Alarm Repeat Notification 1
053150 Alarm LSSGR Compliant 1
053770 Alarm Spurt Alarm During Transfer 1
056519 Automatic Switch-Over 1
</TABLE>
7
<PAGE>
INSTALLATION SITE: LOS ANGELES, CA
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
<S> <C> <C>
ITEM 02 SS7 HARDWARE & SOFTWARE
822057-526 Signaling System Controller 2
822055-536 Communication Link Controller 2
814742-586 Continuity Test PWBA 3
822723-556 Data Link III 2
003009 Common Channel Signaling System 1
003019 Service Switching Point 1
003069 CCS7 Link Pair Software 1
ITEM 02A SS7 SPARES
822057-526 Signaling System Controller 1
822055-536 Communication Link Controller 1
ITEM 03 "A" LINKS
003069 CCS7 Link Pair Software 1
ITEM 04 Power Equipment
2029750593 7' x 23" Relay Rack 1
DDV85-19 Exide DD Battery 765 AH 1
203352-588 Charger/Lorain/200A RHM200D50 2
ITEM 05
Upgrade to Release 14.0 1
ITEM 06
De-Install at Calgary, pack 1
</TABLE>
20
<PAGE>
Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE: Denver, Colorado
LEASE PAYMENTS (CONTINUED)
<TABLE>
<S> <C> <C>
EFFECTIVE JUNE 1, 1997 (32 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION VII $ 89,193.68
RATE FACTOR PER $1,000 $ 35.965
ADDITION VII MONTHLY LEASE PAYMENT $ 3,207.85
TOTAL MONTHLY LEASE PAYMENT $35,274.79
EFFECTIVE JULY 1, 1997 (37 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION VIII $ 58,013.66
RATE FACTOR PER $l,000 $36.971
ADDITION VIII MONTHLY LEASE PAYMENT $2.144.82
TOTAL MONTHLY LEASE PAYMENT $37,419.61
EFFECTIVE OCTOBER 1, 1997 (28 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION IX $ 93,500.00
RATE FACTOR PER $1,000 $540.423
ADDITION IX MONTHLY LEEASE PAYMENT $ 3,779.55
TOTAL MONTHLY LEASE PAYMENT $41,199.16
EFFECTIVE DECEMBER 2, 1997, THE LEASE TERM IS EXTENDED FROM 60 TO 74 MONTHS.
EFFECTIVE JANUARY 1, 1998 (39 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION X $220.193.11
LEASE PAYMENTS ARE AS FOLLOWS:
01/01/98-03/01/98 $ -0-
04/01/98 - 03/01/2001 $37,258.01
TOTAL VALUE OF EQUIPMENT $1,604,783.58
======================== =============
</TABLE>
SUMMARY OF TOTAL LEASE PAYMENTS:
4 @ $ 6,911.34 = $ 27,645.36
15 @ $11,154.05 = $167,310.75
4 @ $16.025.37 = $ 64,101.48
1 @ $24.545.32 = $ 24,545.32
2 @ $26,788.19 = $ 53,576.38
1 @ $28,988.79 = $ 28,988.79
1 @ $32,066.94 = $ 32,066.94
1 @ $35,274.79 = $ 35,274.79
3 @ $37,419.6l = $112,258.83
3 @ $41,199.16 = $123,597.48
3@$-0- = $ -0-
36@ $37,258.01 = $1,341,288.36
-------------
60 $2,010,654.48
ACCEPTED BY:
DATE:
<PAGE>
SCHEDULE I OF EXHIBIT A
(CERTIFICATE OF DELIVERY AND ACCEPTANCE)
EQUIPMENT DESCRIPTION
The items of personal property to be leased pursuant to this Lease Agreement,
dated as of July 25, 1994 between Telecommunications Finance Group, as Lessor,
and Athena International Ltd. Liability Co. dba Athena International, LLC, as
Lessee, are described below and in the attached equipment list(s):
<TABLE>
<CAPTION>
Equipment List
Number Description Amount
- -------------- ----------- ------
<S> <C> <C>
DCO-481238 A Siemens Stromberg-Carlson $314,252.00
Digital Central Office Carrier Switch Equipped and
Wired for 1152 Digital Ports (DCO-481238, Issue 1,
Dated 05/19/94) with a New Basic Release 12.1 CMF, A
Used AMA Frame, SS7 with 800 Portability, SS7 Spares,
One (1) Additional Pair of "A" Links, International
Operator Service, and Route by ANI on any 700/800
Number Including Installation
TFG-95029 ADDITION I 181,250.64
TFG-96152 ADDITION II 164,516.10
TFG-96181 ADDITION III 264,356.65
TFG-97189 ADDITION IV 68,015.31
TFG-97207 ADDITION V 63,595.58
TFG-97216 ADDITION VI 87,896.85
TFG-97242 ADDITION VII 89,193.68
TFG-97253 ADDITION VIII 58,013.66
TFG-97284 ADDITION IX 93,500.00
TFG-98018 ADDITION X 220,193.11
-------------
TOTAL $1,604,783.58
===== =============
</TABLE>
The above described equipment installed at:
910 15th Street, Suite 667, Denver, Colorado 80202-2928
ACCEPTED BY:
DATE:
Dated: July 25, 1994
Revised: April 24, 1995
Revised: July 23, 1996
Revised: December 2, 1996
Revised: January 13, 1997
Revised: February 25, 1997
Revised: March 25, 1997
Revised: May 7, 1997
Revised: June 11, 1997
Revised: September 3, 1997
Revised: February 27, 1998
<PAGE>
EQUIPMENT LIST #TFG-98018 DATED: February 27, 1998
COMPANY: Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION: X
<TABLE>
<CAPTION>
<S> <C> <C>
PART NO./DESCRIPTION QUANTITY AMOUNT
- -------------------- -------- ------
RESTRUCTURE CHARGES $ 44,193.11
THIRD PARTY VENDOR- TELESELECT
VTS-60 MODEL NUMBER: 300-Y-ITS INCLUDING: 1 LOT 176,000.00
TSG VTS TERMINATION SOFTWARE PACKAGE,
S/Y VS97R01-R02 2
ICS WIN/NT COMP SYS, S/N 9711010 & 9711011 2
DIALOGIC DTI300SC COM BDS S/N CZ034563,
CZ021715 2
DIALOGIC DT1240SC COM BD, S/N CZ034121-25,
CZ034439 6
DATAKINETICS PCCS6 SS7 BD, S/N 01170 1
RAD KILOMUX 2000, S/N 7231604-606, 7182322,
7251281, 7251278 6
RAD KVG, 5-T1M, S/N 7451153-160, 162, 164-166 12
RAD KVF,5-T1S VOICE/FAX, S/N 7428554-57
559-563, 7414236-237,231,245,7411674-76) 16
RAD DXC HIGH SPEED I/O BOARDS, S/N 735504-
510, 512,497, 7290936-938 12
RAD DKC TI/E 1 DIGITAL CROSS CONNECT,
S/N 7440573-574 2
19" RACK, S/N 978721 1
UNINTERRUPTIBLE POWER SOURCE (UPS),
S/N 971355 2
RAD MBE ETHERNET BRIDGE, S/N 7455186 &-
7430875 2
CSU/DSU, S/N 9711010-011 2
TOTAL S220,93,11
===== ==========
</TABLE>
<PAGE>
EQUIPMENT LIST #TFG-97284 DATED: September 3, I997
COMPANY: Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION: IX
<TABLE>
<CAPTION>
PART NO./DESCRIPTION QUANTITY AMOUNT
- -------------------- -------- ------
<S> <C> <C>
THIRD PARTY VENDOR - TELEFLEX
EQUIPMENT AS FOLLOWS: 1 LOT $93,500.00
P133-8 INTELINKW/8 DIALOGIC BOARDS 1 LOT
D240SC-T1 CARD 2
DTI/240SC CARD 2
TOTAL $93,500.00
===== ==========
</TABLE>
<PAGE>
EQUIPMENT LIST #TFG-97253 DATED: June 4, 1997
COMPANY: Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION: VIII
<TABLE>
PART NO./DESCRIPTION QUANTITY AMOUNT
- -------------------- -------- ------
<S> <C> <C>
SS-C
SLU MULTI-TASKING PORT
ADDITION PER DCO-710017,
ISSUE 01, DATED 02/05/97
(S.O.#072091) AS FOLLOWS:
MATERIAL 1 LOT $ 456.00
INSTALLATION 2,500.00
FREIGHT 22.95
SEA 96019 EXPANSION OF ROUTE
GUIDE INDEXES TO 4096 PER DCO-
681122, ISSUE 01, DATED 07/09/96;
RELEASE 15.0 RTU STARTUP
(S.O.#072300) AS FOLLOWS:
MATERIAL 1 LOT 55,000.00
FREIGHT 34.71
----------
TOTAL $58,013.66
===== ==========
</TABLE>
<PAGE>
SIEMENS
STROMBERG-CARLSON
INSTALLATION SITE: DENVER, CO
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
<S> <C> <C>
Switching Equipment
ITEM 01
SLU PWBA (CMF-00)
814722-216 PWBA, SLU Panel RS232 1
207630-857 Package Assy, Module Hardware 1
825079 Multi-Tasking Software 2
</TABLE>
NOTE: Each SLU PWBA has two ports on it, therefore two multi-tasking
software pods are shown.
2
<PAGE>
EQUIPMENT LIST #TFG-97242 DATED: May 7, 1997
COMPANY: Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION: VII
<TABLE>
<CAPTION>
PART NO./DESCRIPTION QUANTITY AMOUNT
- -------------------- -------- ------
<S> <C> <C>
SS-C
A FULLY EQUIPPED DTF-04 FRAME
PER DCO-710015, DATED 01/23/97
(S.O.#071631) AS FOLLOWS:
MATERIAL 1 LOT $ 60,787.00
INSTALLATION 9,100.00
FREIGHT 590.51
HENDRY FUSE PANEL PER DCO-710008,
ISSUE 02, DATED 12/06/96 (S.O.#071982)
AS FOLLOWS:
MATERIAL 1 LOT 1,732.00
LABOR 1,900.00
FREIGHT 84.17
TOLL FREE NUMBER. EXPANSION (S.O.#072119) 1 LOT 15,000.00
----------
TOTAL $89,193.68
===== ==========
</TABLE>
<PAGE>
SIEMENS
STROMBERG-CARLSON
INSTALLATION SITE: DENVER, CO
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
<S> <C> <C>
ITEM 01
DTF-04 Frame Addition
817577-900 Frame MG 1
817577-901 MG, DS1 Host CUA 6
817577-902 MG, Basics PWBAs DS1 CUA 6
207600-225 Frame Weldment 1
207800-079 Pkg Assy Front Door Mtg Hardware 1
207800-080 Pkg Assy Rear Door Mtg Hardware 1
207600-158 Door Assembly, Right I/O 2
207600-159 Door Assembly, Left I/O 2
207600-721 PWBA Guide 6
817560-606 PWBA, T1 Interface 48
817577-917 MG Blower w/Fan Alarm, Base 1
PRT-00
------
817576-938 Mod Group, Circuit Breaker 2
</TABLE>
1
<PAGE>
SIEMENS
STROMBERG-CARLSON
INSTALLATION SITE: DENVER, CO
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
<S> <C> <C>
ITEM 01 (Cont.)
Miscellaneous
DSX-DR19 Cross Connect Panel 2
202975-592 Relay Rack (Lorain) 1
DOC-ADD Additions Documentation 1
ITEM 02
LTF-01 Frame Addition
814574-900 MG Basic Frame Assy, LTF 1
814574-901 MG Supervisory Panel Assy 1
814574-904 MG Pkg Assy, Ejector Bar, Top 1
814574-903 Mod Group Term Assy Power 1
207600-720 PWBA Guide 1
207600-210 Pkg Assy, Frame Weldment 1
207600-014 Pkg Assy, LTF Term Block EMC 1
814574-992 MG Service Circuit CUA 1
814574-995 PWBA Mod Group--Basic PWBA 1
207600-160 Pkg Assy Front Door Mtg Hdw 1
207600-471 Pkg Assy Rear Door Mtg Hdw 1
</TABLE>
2
<PAGE>
SIEMENS
STROMBERG-CARLSON
INSTALLATION SITE: DENVER, CO
ITEM 01
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
<S> <C> <C>
Miscellaneous
-------------
203352-600 OEM Equipment, Fuse Panel 1
020785-086 100' Red Power Cable 1
020785-065 100' Black Power Cable 1
Documentation
-------------
DOC-ADD Additions Documentation 1
</TABLE>
NOTE: The ADC Cross Connect Panel and Hendry Fuse Panel must be ordered for 23"
mounting.
2
<PAGE>
EQUIPMENT LIST #TFG-97216 DATED: March 25, 1997
COMPANY: Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION: VI
<TABLE>
<CAPTION>
PART NO./DESCRIPTION
SS-C QUANTITY AMOUNT
- -------------------- -------- ------
<S> <C> <C>
AN UPGRADE TO RELEASE 14.0 PER
DCO-681152, ISSUE 01, DATED 08/19/96
(S.O.#071521) 1 LOT $15,000.00
ONE COMMON CONTROL SECTOR
ADD PER DCO-781001, ISSUE 01, DATED
10/02/96 (S.O.#071523) AS FOLLOWS:
MATERIAL 1 LOT 19,730.00
INSTALLATION 3,000.00
FREIGHT 84.10
200 AMP DISTRIBUTION PANEL WITH BUS BAR, CABLES, 10-10 AMP BREAKERS PER
DCO-710002, ISSUE 01, DATED 10/28/96 (S.O.#071801) AS FOLLOWS:
MATERIAL 1 LOT 1,360.00
INSTALLATION 2,200.00
FREIGHT 44.75
REAL TIME ANI FEATURE #823435
(S.O.#071805) 1 LOT 26,666.00
THIRD PARTY VENDOR- CIBER NETWORK
EQUIPMENT AS FOLLOWS: 1 LOT 19,767.00
D4841A/LH PRO 6/200 S/N SG63400748 1
D3583C/4.2GB F/W HOT SWAP HDD 4
D4295A/32MB DIMM MEMORY UPGRADE 1
JC-14WIVMA/MSYNC C400, 14, 128ONI.,
28D, 60HZ 1
J317lA/10/100 TX PCI ADAPTER 2
D4921A/REDUNDANT POWER SUPPLY 1
N3-IL40-U/NOCULAN, 4.0, SRVR, UNLTD
USERS 1
ILWS-41- l/INOCULAN FOR CLIENT-SINGLE
WORKSTATION 1
00662644127330/NW 3.12 50 USER UPG TO
4.11 INTRNW 1 OOU 1
SHIPPING COST 45,00
----------
TOTAL $87,896.85
===== ==========
</TABLE>
<PAGE>
SIEMENS
STROMBERG-CARLSON
INSTALLATION SITE: DENVER, CO
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
<S> <C> <C>
ITEM 01
CCS - 03
--------
822068-811 Diag. Grading Panel 1
822003-596A PVVBA, (2W) TSI HDI 4
822002-526 PWBA, TSI PGH I/F 4
207800-482 Cable Assembly (TSI/PGH) 4
822005-546A PWBA, (2W) TPPO HDI 2
822006-566A PWBA TPP1 (For Addition) 2
822017-556A PWBA TPP2 (For Addition) 2
DOC-ADD Additions Documentation 1
</TABLE>
1
<PAGE>
EQUIPMENT LIST #TFG-97207 DATED: February 25, 1997
COMPANY: Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION: V
<TABLE>
<CAPTION>
PART NO./DESCRIPTION QUANTITY AMOUNT
- -------------------- -------- ------
SS-C
<S> <C> <C>
2 EJH PROCESSORS WITH 1 SPARE
PER DCO.745002, ISSUE 01, DATED
10/17/96 (S.O.#071522) AS FOLLOWS:
MATERIAL 1 LOT $30,420.00
INSTALLATION 2,000.00
FREIGHT 25.58
1 A-LINK PAIR FEATURE #003069
(S.O.#071802) AS FOLLOWS:
MATERIAL 1 LOT 7,170.00
SCAT 330.00
THIRD PARTY VENDOR- TELEFLEX
P 133-4 INTELINK W/4 DIALOGIC BOARDS 1 23,650.00
----------
TOTAL $63595.58
===== ==========
</TABLE>
<PAGE>
EQUIPMENT LIST #TFG-97189 DATED: January 13, 1997
COMPANY: Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION: IV
<TABLE>
<CAPTION>
PART NO./DESCRIPTION QUANTITY AMOUNT
- -------------------- -------- ------
SS-C
<S> <C> <C>
DTF-0 FULLY EQUIPPED (S.O.#071045)
AS FOLLOWS:
MATERIAL 1 LOT $60,000.00
INSTALLATION 7,500.00
FREIGHT 515.31
----------
TOTAL $68,015.31
===== ==========
</TABLE>
<PAGE>
SIEMENS Proposal No.: DCO-881108
Issue No.: l
STROMBERG-CARLSON Date: June 24, 1996
INSTALLATION SITE: DENVER, CO
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
<S> <C> <C>
ITEM 01 (Cont.)
Miscellaneous
DSX-DR19 Cross Connect Panel 2
DOC-ADD Additions Documentation 1
ITEM 02
DTF-04
------
817577-900 Frame M/G 1
817577-901 MG, DS1 Host CUA 6
817577-902 MG, Basics PWBAs DS1 CUA 6
207600-225 Frame Weldment 1
207800-079 Pkg Assy Front Door Mtg Hdw 1
207800-080 Pkg Assy Rear Door Mtg Hdw 1
207600-158 Door Assy, Right I/O 2
207600-159 Door Assy, Left I/O 2
207600-721 PWBA Guide 6
817560-606 PWBA, T1 Interface 48
817577-917 MG Blower w/Fan Alarm, Base 1
PRT-00
------
817576-938 Mod Group, Circuit Breaker 2
Miscellaneous
-------------
DSX-DR19 Cross Connect Panel 2
DOC-ADD Additions Documentation l
</TABLE>
2
<PAGE>
EQUIPMENT LIST #TFG-96181 DATED: December 2, 1996
COMPANY: Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION: III
PART NO./DESCRIPTION QUANTITY AMOUNT
- -------------------- -------- ------
SS-C
<TABLE>
<S> <C> <C>
A FULLY EQUIPPED DTF-03 FRAME
(1152 PORTS) PER DCO-681108, ISSUE
1, DATED 06/24/96; ADDITIONAL POWER
SYSTEM; SERVICE CIRCUITS INCLUDING
INSTALLATION (S.O.#071044) 1 LOT $122,227.00
FREIGHT 2,339.72
Third Party Vendor - Telcom Products
EQUIPMENT AS FOLLOWS: 1 LOT 25,151.50
TELLABS 82-2532A ECHO CAN., S/N'S
S062195-S062210 16
TELLABS 81-235A SHELF, S/N'S 524757H,
480861/004,554KK0K 3
FREIGHT 137.43
THIRD PARTY VENDOR -TTC
EQUIPMENT AS FOLLOWS: 1 LOT 13,486.00
TBERD-224 MAINFRAME, S/N 9495 1
T1/TF1/DDS BERT BUNDLE (41500) 1
G.821 PERFORMANCE OPTION 1
DSP BOARD OPTION 1
VP TESTING OPTION 1
SIGNALING OPTION 1
DIGIT ANALYSIS OPTION 1
DTM, DISTRIBUTED TEST MANAGER 1
FREIGHT 15.00
THIRD PARTY VENDOR- ACTION TELCOM
(SEE ATTACHED EOUIPMENT LIST)
PRIMARY SYSTEM; SECONDARY SYSTEM;
AVAS SYSTEM; TCP/IP PACKAGE; NETPLAN
PACKAGE; REMOTE COMMUNICATIONS
PACKAGE INCLUDING INSTALLATION 1 LOT 101,000.00
-----------
TOTAL S264,356.65
===== ===========
</TABLE>
<PAGE>
STROMBERG-CARLSON Date: June 24, 1996
INSTALLATION SITE: DENVER, CO
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
<S> <C> <C>
ITEM 01
DTF-03
------
817577-900 Frame M/G 1
817577-901 MG, DS-1 Host CUA 6
817557-902 MG, DS-1 Basic PWBA's 6
207600-225 Frame Weldment 1
207800-079 Package Assembly Front Door Mtg Hdw . 1
207800-080 Package Assembly Rear Door Mtg Hdw 1
207600-158 Door Assembly, Right I/O 2
207600-159 Door Assembly, Left I/O 2
207600-721 PWBA Guide 6
817560-606 PWBA, T1 Interface 48
817577-917 MG Blower w/Fan Alarm, Base 1
(degree)
CMF-00 CCS-03
-------------
822068-811 Diag. Grading Panel 1
822003-596A PWBA, (2W) TSI HDI 4
822002-526 PWBA, TSI PGH I/F 4
207800-482 Cable Assembly (TSI/PGH) 4
822005-546A PWBA, (2W) TPP0 HDI 2
822006-566A PWBA, TPP1 (For Addition) 2
822017-556A PWBA, TPP2 (For Addition) 2
PRT-00
------
817576-938 Mod Group, Circuit Breaker 2
</TABLE>
1
<PAGE>
STROMBERG-CARLSON Date:. June 24, 1996
INSTALLATION SITE: DENVER, CO
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
<S> <C> <C>
ITEM 01 (Cont.)
Miscellaneous
-------------
DSX-DR19 Cross Connect Panel 2
DOC-ADD Additions Documentation 1
ITEM 02
DTF-04
------
817577-900 Frame M/G 1
817577-901 MG, DS1 Host CUA 6
817577-902 MG, Basics PWBAs DS1 CUA 6
207600-225 Frame Weldment 1
207800-079 Pkg Assy Front Door Mtg Hdw 1
207800-080 Pkg Assy Rear Door Mtg Hdw 1
207600-158 Door Assy, Right I/O 2
207600-159 Door Assy, Left I/O 2
207600-721 PWBA Guide 6
817560-606 PWBA, T1 Interface 48
817577-917 MG Blower w/Fan Alarm, Base 1
PRT-00
------
817576-938 Mod Group, Circuit Breaker 2
Miscellaneous
-------------
DSX-DR19 Cross Connect Panel 2
DOC-ADD Additions Documentation 1
</TABLE>
2
<PAGE>
SIEMENS
STROMBERG-CARLSON
INSTALLATION SITE: NEW YORK, NY
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
<S> <C> <C>
ITEM 01
CMF-00, CCS-03
--------------
822068-812 Diag. Grading Panel 1
822003-596A PWBA, (2W) SI HDI 4
822002-526 PWBA, TSI PGH I/F 4
207800-482 Cable Assembly (TSI/PGH) 4
822005-546A PWBA, (2W)TPPO HDI 2
822006-566A PWBA, TPP1 2
822017-556A PWBA, TPP2 2
DTO-03
------
817577-900 MG Basic DTF Assembly 1
817577-901 MG, DS1 Host CUA 6
817577-902 MG, Basics PWBAs DS1 CUA 6
207600-225 Frame Weldment 1
207800-079 Pkg Assy Front Door Mtg Hardware 1
207800-080 Pkg Assy Rear Door Mtg Hardware 1
207600-158 Door Assembly, Right I/O 2
207600-159 Door Assembly, Left I/O 2
207600-721 PWBA Guide 6
817560-606 PWBA, T1 Interface 48
817577-917 MG Blower w/Fan Alarm, Base 1
</TABLE>
1
<PAGE>
SIEMENS
STROMBERG-CARLSON
INSTALLATION SITE: NEW YORK, NY
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
<S> <C> <C>
ITEM 01 (Cont.)
PRT-00
------
817576-938 Mod Group, Circuit Breaker 2
Miscellaneous
-------------
DSX-DR19 Cross Connect Panel 2
DOC-ADD Additions Documentation 1
ITEM 02
4-DDV85-19 Exide Battery 765 Amp Hour 1
</TABLE>
NOTE: This battery is normally provided when DTF-03 is added.
ITEM 03
<TABLE>
<CAPTION>
LTF-00
------
<S> <C> <C>
814574-992 MG Service Circuit CUA 1
814574-995 PWBA Mod Group Basic PWBA 1
207600-720 PWBA Guide 1
814742-536 PWBA, Univ. Service Circuit 5
814742-576 PWBA, (1W) Univ. Service Circuit 3
814571-766 PWBA (1W) Receiver/VACT/EVACT 3
814695-556 PWBA (1W) DTMF Dig. Sender 2
814572-576 PWBA (1W) Dig. Sender TMF 2
</TABLE>
NOTE: In order to mount this CUA in LTF-00, the Line CUA in CUA position 00 will
have to be removed.
2
<PAGE>
SIEMENS
STROMBERG-CARLSON Proposal No.: DCO-681108
Issue No.: 1
Date: June 24, 1996
INSTALLATION SITE: DENVER, CO
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
<S> <C> <C>
ITEM 03
Power System Add On
4DDV85-19 Battery 765 Amp Hour
203352-520 Battery Charger, 100 Amp
</TABLE>
NOTE: This additional power equipment is required for this addition, but is
shown as an option for the customer.
ITEM 04
<TABLE>
<CAPTION>
LTF-00
------
<S> <C> <C>
814574-992 MG Service Circuit CUA 1
814574-995 PWBA Mod Group-Basic PWBA 1
207600-720 PWBA Guide 1
814742-536 PWBA, Univ Service Circuit 12
814695-556 PWBA (1W) DTMT Dig. Bender 3
814571-766 PWBA (1W) Rcvr/Vact/Evact 5
814572-376 PWBA (1W) Dig. Sender TMP 2
</TABLE>
NOTE: These Service Circuits are required dependent upon the percentage of 887
use.
3
<PAGE>
ACTION TELCOM EQUIPMENT LIST
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
Key Make Model # Serial # I/O IRQ ADDR STK
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
PC ACER 9000 1900031490
KB ACER 6311K K6366281224P
MON ACER 7134T M3TP63201016
VC ATI MACH-64 O/B 9
HDC Adaptec AIC-7880P 722511 O/B ID=7 11
HD IBM DFHS MIAG3B46894 ID=0
HD IBM DFHS MIAG3B35970 ID=1
HD IBM DFHS MIAG3B3287S ID=3
FD Mitsumi (1.44) D359T5 3553179 6
FD Panasonic(1.2) JU-475-5-A67 00132626
TD Tandberg TDC-4222 42205281 ID=2
SL1 Digi Host Ad IP- 09515816 F0000000
SL1 Digi Conc. IP-50000585-01 SE7700798
X25 SWG SGX D0000
X25 SWG SGX-Daughter
PRN Epson LP-870 4OU1134522 7
NET RACAL InterLan T2 0207011BBC1E 9
SER ACER Built-in COM 1 COM 2 4/3 3f8/2f8
CD SONY CDU765 5096166 ID-5
DIA AVAS -Ver 2.50D/21D CG030890 5 D2000
P/S DELTA DPS-350EB 42613001347
</TABLE>
I/P ADDRESS= 193.1.94.50 aidcpri aidcpri.aidc.com
MEMORY= 32 MB
SPEED= 166 MHZ
<PAGE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Key Make Serial # Activation Key #
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
SCO UNIX sysV 2DH030846 etpp14df
B SCO PoXPro Version 2.6
NAMS ATC NAMS II
TERM Century CSU151377 bbaanmph
NETCOM II net26106 x21f4ceff Ver. 4.5.3a
</TABLE>
NOTES:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
Key Make Model # Serial # I/O IRQ ADDR STK
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
PC ACER F520 HB 1900027152
KB ACER 6311-K K63661001190
MON ACER 7134T M3TP63201025
VC 0167823
HDC Adaptec O/B
HD LBM DORS-32160 11S46H6072Z1M002T0935
PD (1.44) D359T5 3546876
FD (1.2) F833B 346506
TD 42212493
X25 SWG 8GX 011151 15 D0000
NET RACAL PCI 0207011BBA64 10
SER ACER O/B COM 1 /COM.2 4/3
</TABLE>
I/P ADDRESS= 193.1.94.60
MEMORY= 16 MB
SOFTWARE:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Key Make Serial # Activation Key #
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
OS SCO UNIX sysV 2DH030858 arbvbtwh
NAMS ATC NAMS II
TERM Century CSU150065U3 lpomflii
</TABLE>
<PAGE>
EQUIPMENT LIST #TFG-96152 DATED: July 23, 1996
- -------------------------
COMPANY: Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION: II
<TABLE>
<CAPTION>
PART NO./DESCRIPTION QUANTITY AMOUNT
- -------------------- -------- ------
SS-C
<S> <C> <C>
1152 PORT ADDITION PER DCO-681024,
ISSUE 3, DATED 02/26/96 AND CCS7 LINK
PAIR SOFTWARE 003069 (S.O.#069395)
AS FOLLOWS:
MATERIAL 1 LOT $123,857.00
INSTALLATION 10,500.00
SOFTWARE 14,450.00
FREIGHT 529.10
Third Party Vendor Tele-Flex Systems
------------------------------------
EQUIPMENT AS FOLLOWS: 1 LOT 15,180.00
6606 1.96 DISK DRIVE, S/N'S CA2C12A/BA2C12A, ---------
AA2C12A 3
6523 DEVICE CONTROLLER, S/N DA2C12A 1
TOTAL $164,516.10
===== ===========
</TABLE>
<PAGE>
Proposal No.: DCO-681024
SIEMENS Issue No.: 3
STROMBERG-CARLSON Date: February 26, 1996
INSTALLATION SITE: DENVER, CO
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
----------- ----------- ---
<S> <C> <C>
DTF-01
------
817577-900 DTF Frame Assembly 1
817577-901 DS-1 Host CUA 6
817577-902 DS-1 Basic PWBAs 6
817560-626 T-1 Interface PWBA 48
207600-225 DTF Frame Package 1
209600-721 Card Guide 6
207800-079 Front Door Mounting 1
207800-080 Rear Door Mounting 1
207600-158 Right Door 2
207600-159 Left Door 2
827577-924 Base Mount Blower Assembly 1
LTF-01
------
814574-992 Universal Service CUA 3
814574-995 Basic PWBAs 3
814571-686 Digital TMF Receiver PWBA 14
814572-576 Digital TMF Sender PWBA 3
814695-556 Digital DTMF Sender PWBA 3
814643-596 Digital DTMF Receiver PWBA 13
CMF
---
814095-616 Service Group Diag. PWBA 1
822003-596 1024 Port TSI PWBA 4
812002-526 TSI/PGM Interface PWBA 4
</TABLE>
1
<PAGE>
SIEMENS Proposal No.: DCO-681024
STROMBERG-CARLSON Issue No.: 3
Date: February 26, I996
INSTALLATION SITE: DENVER, CO
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
<S> <C> <C>
207800-482 TSI/PGHGP Cable 4
822005-546 TPP 0 PWBA 2
822006-576 TPP I PWBA 2
822017-566 TPP 2 PWBA 2
822068-810 Diag. Grading Panel CCS-01 1
PRT
---
817576-938 circuit Breaker 2
Miscellaneous
-------------
4-24419-0290 DSX Panel, ADC DSX-DR 19 2
PJ716 Bantem Patch Cord 8
DOC-ADD Additions Documentation 1
ITEM 02
Additional A-Links
------------------
003069 CCS7 Line Pair Software 1
</TABLE>
2
<PAGE>
Athena International, TBD
DCO-481238, 05/19/94, Issue 01
<TABLE>
<CAPTION>
DESCRIPTION QTY
- ------------------------------------------------------------------------------------------
ITEM 01
- ------------------------------------------------------------------------------------------
DIGITAL TRUNK INTERFACE FRAME USED
- ------------------------------------------------------------------------------------------
<S> <C>
Digital Trunk Frame 1
CUA-Digital Trunk 6
T1 Interface (Trk + Oper.) 48
DTF CUA-Basic PWBA 6
Rear Doors (HW=207600-471A) 1
Front Doors (HW=207600-160A) 1
Blower Assembly, Base Mtg. 1
PWBA Guides (1/CUA) 6
Frame & Joining HW 1
Structural Bracing 1
Frame Package 1
Terminal Block 1
LINE/TRUNK FRAME USED
- ------------------------------------------------------------------------------------------
Line Trunk Frame (Analog) 1
Supervisory Panel 1
Term Assembly PWBA 1
CUA-LTF Line Group 1
Basic PWBA for DAL CUA/Opt 1
Loop Trk, Reverse Battery 1
2W E&M Trunk 2
Frame Package 1
Terminal Block 1
PWBA Guides (1/CUA) 4
Sender PWBA, TMF (Digital) 4
Receiver PWBA, DTMF (STD) 17
Receiver PWBA, DTMF (FOC) 0
Structural Bracing 1
Receiver PWBA, TMF/EVACT 10
Sender PWBA, DTMF (Digital) 4
Rear Doors (HW=207600-471A) 1
Front Doors (HW=207600-160A) 1
CUA- Trunk Service Group 1
CUA-Service Group 2
Basic PWBA for Service Circuit CUA 2
Basic PWBA for Analog CUA 1
</TABLE>
Page 1
<PAGE>
Athena International, TBD
DCO-481238, 05/19/94, Issue 01
<TABLE>
<CAPTION>
DESCRIPTION QTY
- ------------------------------------------------------------------------------------------
CONTROL & MAINTENANCE FRAME. NEW
- ------------------------------------------------------------------------------------------
<S> <C>
CMF II 1
Frame Weldment 1
Power Supply Door 1
Pkg. Assembly, Front Trim 1
Rear Door Mounting Hardware 1
Rear Trim Package 1
Right Front Door 1
Left Front Door 1
Door Assembly Right Rear 1
Door Assembly Left Rear 1
Door Assembly Power Supply 1
Earthquake Cabinet Joining 1
Basic TSI/TPP 1
PWBA, Timeslot Interchange 4
TSI PGH Interface Card 4
Basic CP PWBA 1
MCG Il PWBA 2
DLI Il PWBA 2
Cable Assembly, DLI II 1
PWBA, Feature Processor II 2
Cable Assembly, FP II 1
J Processor CP E/W 8 Mb Memory 2
SNC Clock 1
DCO-E Interface 1
PWBA SLU Panel 6
Blank Panel Package Double 1
Basic MP PWBA 1
PWBA, TMP 1
Cable Assembly, TMP 1
PWBA, Bus Multiplexer II 1
PWBA, Mass Storage Adapter 1
PWBA, J Processor with 2 MB Memory 1
PWBA (2W) PXAM II 1
PWBA, Serial Line Unit 1
MG Basic PWBA MSS CUA 1
Tape Cartridge, MSS 1
Head Cleaning Kit, MSS 1
Basic PWBA, Maintenance and TAS 6
</TABLE>
Page 2
<PAGE>
Athena International, TBD
DCO-481238, 05119194, Issue 01
<TABLE>
<CAPTION>
DESCRIPTION QTY
- -------------------------------------------------------------------------------
<S> <C>
PWBA TAS Control 1
Diagnostic Grading Panel 1
Release 12 Software 1
POWER, RINGING & TEST FRAME, USED
- --------------------------------------------------------------------------------
PRT 00 Frame & Power DST 1
100A Circuit Breaker Package 9
5A Circuit Breaker -AC 1
7A Circuit Breaker -AC 1
Ring Generator Cabinet 1
Ring Generator- 20 Hz 1
Ring Mux & Serializer PWBA 2
RM&M Optional Wiring 1
Rear Doors (HW=207600-471A) 1
Front Doors (HW=207600-160A) 1
Cable Assembly 1
Structural Bracing 1
COMMON EQUIPMENT FRAME USED
- --------------------------------------------------------------------------------
19" Relay Rack (DSX/Misc.) 1
Relay Rack Fuse Panel 1
Battery Discharge From-top 7' 1
Package Assembly I/O EMC Earthquake 1
Wall Mounted. Newton Term Block/Bar 2
Installation Material 1
SCAT Package 1
Structural Bracing 1
Sup'str/Power & Intercon Cab. 1
Office Related Drawings 3
Standard Documentation 3
S/C Practices (SCPs) 1
AUTOMATIC MESSAGE ACCOUNTING, USED
- --------------------------------------------------------------------------------
AMA Frame Top Entry Cable 1
AMA Basic PWBA 1
Magnetic Tapes 1
1600 BPI Tape Drives 2
</TABLE>
Page 3
<TABLE>
Athena International, TBD
DCO-481238, 05/19/94, Issue 01
<CAPTION>
DESCRIPTION QTY
----------------------------------------------------------------------------------------------------
<S> <C> <C> 1600 BPI Strapping
1600 BPI Software I/F 1
Rear Doors 1
Structural Bracing 1
MISCELLANEOUS HARDWARE, USED
- ----------------------------------------------------------------------------------------------------
300/1200 Baud Modem 1
Cook NT5M Digital Announcer 1
Structural Bracing Mod Grp 4
Genicom 2120 Prntr DC 1
DEC VT 320 CA CRT 1
DC-AC 200 VA Invert 1
DSX PnI-ADC DSX-DR19 W/CORDS 4
ADC 2200B Test Access 1
POWER EQUIPMENT, USED
- ----------------------------------------------------------------------------------------------------
Batt Charger 100 Amp./50V 1 Ph. 2
Charger Rack Mtg. Assembly 7' 1
Battery Rack-With Bracing 1
Exide DD Battery 700 AH 1
SPARE PARTS, USED
- ----------------------------------------------------------------------------------------------------
Common Control Spares 1
Basic LTF Spare Parts 1
DTF PWBA Cluster Spare 1
Basic DTF Spare Parts 1
AMA Spare Parts 1
CMF II Spares, NEW
PWBA, Tape Drive 1
PWBA, 91 MB Disk Drive 1
PWBA, Power and Alarm 1
PWBA, Master Clock OsC 1
PWBA, Power Monitor 1
PWBA, MCG II 1
PWBA, Master Clock Dist. II 1
PWBA, DLI II 1
PWBA, TBl ll 1
</TABLE>
Page 4
<PAGE>
Athena International, TBD
DCO-481238, 05/19/94, Issue 01
<TABLE>
<CAPTION>
DESCRIPTION QTY
- ----------------------------------------------------------------------------------------------------
<S> <C> <C>
PWBA, MSA/SL 1
PWBA, Data Link III 1
Traffic Measure Processor 1
PWBA, J Processor with 2 MB Memory 1
PWBA, Feature Processor II
S0FTWARE FEATURES
- ----------------------------------------------------------------------------------------------------
Software Generic Release 12.1 1
No. of NXX Ofc. Codes 512
Split Authorization Codes 1
Hot Line Routing 1
Fraud Detection-Pattern Recog. 1
Trunk Queuing with Override 1
DAL Directory No. Tables 1
Intercept to Announcer 1
Tape to Tape Transfer 1
Time Altered Least Cost Rtg 1
INWATS AC on FGB Circuits 1
Enhanced Fraud Detection 1
FGC Outgoing Operation 1
Digital Pad Control 1
Auth. Code Sending on FGA 1
Concurrent AMA\DLI 1
Shared Project Codes 1
FOC By Trunk Group 1
0+ Service Enhancement 1
User Alert Trace 1
Call in Progress Trace 1
INWATS AC on FGB Circuits 1
I/F to Smart Operator Pos. 1
Digital I/F to Remote Oper. 1
Inter-Operator Transfer 1
$CODE Overlay 1
Automatic Trunk Re-Attempt 1
Custom Intercept Announcement 1
Alarm Send 1
Speed Call-No. Pub 7/10D 10000
Speed Call - Private Lists 100
No. of Codes-Private 2400
Authorization Codes-Qt. 27000
Traffic Measurement Enhanced 1
Page 5
</TABLE>
<PAGE>
Athena International, TBD
DCO-481238, 05/19/94, Issue 01
<TABLE>
<CAPTION>
DESCRIPTION QTY
- ---------------------------------------------------------------------------------------------------
<S> <C>
Multitasking Ports 7
Selective Number B locking 1
AMA - Tape Operation 1
AMA - DLI I/F w Vendor Sys 1
Enhanced Partitioning 1
Interim 800 Service/10d Tmsltn 20000
Interface to Vendor CODC 1
Credit Card Special Dialing 1
Enhanced VACT Supervision 1
ANI Code Validation - 15 NPAs 15
Validated Project Code Size 4
Flat Rate Features 1
Operator Flag Digits 1
ANI Sending on FGD Trunk 1
Enhanced 800 INWATS Service 1
</TABLE>
Page 6
<PAGE>
Athena International,TBD
DCO-481238, 05/19/94, issue 01
<TABLE>
<CAPTION>
DESCRIPTION QTY
- ----------------------------------------------------------------------------------------------------
ITEM 02 SS7 HARDWARE & SOFTWARE
- ----------------------------------------------------------------------------------------------------
<S> <C> <C>
Signalling System Controller 2
Communication Link Controller 2
Continuity Test PWBA 3
Data Link lll 2
SS-7 Software 1
Miscellaneous cables
Link Pair Software
ITEM 02A SS7 SPARES
- ----------------------------------------------------------------------------------------------------
Signalling System Controller PWBA 1
Communication Link Controller PWBA 1
</TABLE>
Page 7
<PAGE>
ATHENA INTERNATIONAL LTD. LIABILITY CO.
DBA ATHENA INTERNATIONAL LLC
SITE: NEW YORK, NEW YORK
PAYMENT
ADDENDUM TO LEASE AGREEMENT DATED June 25, 1996 BETWEEN
TELECOMMUNICATIONS FINANCE GROUP AND
ATHENA INTERNATIONAL LTD. LIABILITY CO.
DBA ATHENA INTERNATIONAL LLC
<TABLE>
<S> <C> <C>
EFFECTIVE DECEMBER 1, 1996 (60 MONTHLY LEASE PAYMENTS)
ORIGINAL VALUE OF EQUIPMENT $451,430.34
RATE FACTOR. PER $1,000 $21.993
ORIGINAL MONTHLY LEASE PAYMENT $9,925.31
EFFECTIVE MARCH 1, 1997 (57 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION I $215,530.65
RATE FACTOR PER $1,000 $22.351
ADDITION I MONTHLY LEASE PAYMENT $4,925.09
TOTAL MONTHLY LEASE PAYMENT $14,853.40
ADDITION II $142,520.71
RATE FACTOR PER $1,000 $22.984
ADDITION II MONTHLY LEASE PAYMENT $3,282.59
TOTAL MONTHLY LEASE PAYMENT $18,135.99
EFFECTIVE SEPTEMBER 1, 1997 (51 MONTHLY PAYMENTS REMAINING)
ADDITION III $55,000.00
RATE FACTOK PER $1.000 $24.391
ADDITION III MONTHLY LEASE PAYMENT $1,341.5l
TOTAL MONTHLY LEASE PAYMENT $19,477.50
EFFECTIVE NOVEMBER 1, 1997 (49 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION IV $67,656.00
RATE FACTOR, PER $1,000 $23.183
ADDITION IV MONTHLY LEASE PAYMENT $1,703.78
TOTAL MONTHLY LEASE PAYMENT $21,181.28
</TABLE>
TFGLA206-6.WPT
<PAGE>
ATHENA INTERNATIONAL LTD LIABILITY CO.
DBA ATHENA INTERNATIONAL, LLC
SITE: NEW YORK NEW YORK
LEASE PAYMENTS (CONTINUED)
<TABLE>
EFFECTIVE DECEMBER 2, 1997. THE LEASE TERM IS EXTENDED FROM 60 TO 63 MONTHS.
<S> <C> <C> <C>
ADDITION V $23,909.20
LEASE PAYMENTS ARE AS FOLLOWS:
0l/O1/98 - 03/01/98 SO
04/01/98-02/01/2002 $21.811.99
TOTAL VALUE OF EQUIPMENT $956,346.90
SUMMARY OF TOTAL LEASE PAYMENTS:
3 @ $ 9,928.31 = $29,784.93
2 @ $14,853.40 = $29,706.80
4 @ $18,135.99 = $72,543.96
2 @ $19,477.50 = $38.955.00
2 @ $21,181.28 = $42.362.56
3 @ S -0- = $ -0-
47 @ $21,811.99 = $1,025,163.53
63 $1,238,516.78
ACCEPTED BY:
DATE: MARCH 2, 1998
</TABLE>
TFOLA206-7.WPT
<PAGE>
SCHEDULE 1 OF EXHIBIT A
(CERTIFICATE OF DELIVERY AND ACCEPTANCE)
EQUIPMENT DESCRIPTION
The items of personal property to be leased pursuant to this Lease
Agreement, dated as-of June 25, !996 between TELECOMMUNICATIONS FINANCE GROUP,
as Lessor, and ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA
INTER.NATIONAL, LLC, as Lessee, are described below and in the attached
equipment list(s):
<TABLE>
<CAPTION>
EQUIPMENT LIST
NUMBER DESCRIPTION AMOUNT
- -------------------------------------------------------------------------------------------------------
<S> <C> <C>
DCO-681098 A USED RELEASE 14 DCO-CS EQUIPPED AND $448,000.00
WIRED FOR 2304 PORTS PER DCO-681093,
ISSUE 01, DATED 05/29/96. INCLUDES TOLL-
FREE NUMBER EXPANSION AND 4-DIGIT CIC
FEATURES INCLUDING INSTALLATION.
ENHANCED SS-7 WITH 800 PORTABILITY.
INCLUDES SS-7 BACKWARD CALL INDICATION
AND CIRCUIT IDENTIFICATION FEATURES.
ADDITIONAL INSTALLATION EFFORT 1,736.00
FREIGHT
1,694.34
TFG-97199 ADDITION I 215,530.65
TFG-97217 ADDITION II 142,820.71
TFG-97266 ADDITION III 55,000.00
TFG-97293 ADDITION IV 67,656.00
TFG-98017 ADDITION V 23.909.20
---------
TOTAL $956.346.90
===== ===========
The above described equipment installed at:
60 Hudson Street, Suite MI6, New York, New York 10013
ACCEPTED BY:
DATE: MARCH 2, 1998
Dated: June 25, 1996
Revised: February 6, 1997
Revised: March 27, 1997
Revised: July 31, 1997
Revised: October 13, 1997
Revised: February, 26, 1998
</TABLE>
TFGLA206-4.WPT
<PAGE>
EQUIPMENT LIST # TFG-98017 DATED: February 26, 1998
- --------------------------
COMPANY: ATHENA INTERNATIONAL LTD. LIABILITY CO.
ATHENA INTERNATIONAL LLC
ADDITION: V
SITE LOCATION: NEW YORK. NEW YORK
<TABLE>
<S> <C> <C>
PART NO./DESCRIPTION QUANTITY AMOUNT
-------------------- -------- ------
STN,
----
RESTRUCTURE CHARGES $23,909.20
----------
TOTAL $23.909.20
===== ==========
</TABLE>
TFGLA206-5.WPT
<PAGE>
EQUIPMENT LIST # TFG-97293 DATED: October 13, 1997
COMPANY: ATHENA INTERNATIONAL LTD. LIABILITY CO.
ATHENA INTERNATIONAL, LLC
ADDITION: IV
SITE LOCATION: NEW YORK, NEW YORK
<TABLE>
<CAPTION>
PART NO./DESCRIPTION QUANTITY AMOUNT
- ---------------------- -------- ------
<S> <C> <C>
SS-C
DTF-04 1152 PORT ADDITION PER
DCO-710018; ISSUE 1, DATED 01/03/97
(S.O.#072299) AS FOLLOWS:
MATERIAL 1 LOT $58,118.00
INSTALLATION 7,900,00
FREIGHT 1,638.00
--------
TOTAL $67,656.00
===== ==========
</TABLE>
<PAGE>
SIEMENS
Stromberg-Carlson
<TABLE>
Installation Site: New York, NY
<CAPTION>
PART NUMBER DESCRIPTION QTY
----------- ----------- ---
<S> <C> <C>
ITEM 01
DTF-O4
-------
817577-900 MG Basic DTF Assembly 1
817577-901 MG, DS1 Host CUA 6
817577-902 MG, Basics PWBAs DS1 CUA 6
207600-225 Frame Weldment 1
207800--079 Pkg Assy Front Door Mtg Hardware 1
207800-080 Pkg Assy Rear Door Mtg Hardware 1
207600-58 Door Assembly, Right I/0 2
207600-159 Door Assembly, Left I/0 2
207600-721 PWBA Guide 6
817560-606 PWBA, T1 Interface 48
817577-917 MG Blower w/Fan Alarm, Base 1
PRT.-00
-------
817576-938 Mod Group, Circuit Breaker 2 2
Miscellaneous
-------------
DSX-DR19 Cross Connect Panel 2 2
DOC-ADD Additions Documentation 1 1
</TABLE>
<PAGE>
EQUIPMENT LIST # TFG.97199 DATED: February 6, 1997
COMPANY: ATHENA INTERNATIONAL LTD. LIABILITY CO,
ATHENA INTERNATIONAL, LLC
ADDITION: I
SITE LOCATION: NEW YORK, NEW YORK
<TABLE>
<CAPTION>
PART N0./DESCRIPTION QUANTITY AMOUNT
-------------------- -------- ------
SS-C
----
<S> <C> <C>
1152 PORT ADDITION PEP,. DCO-681113,
ISSUE 01, DATED 07/01/96 (S.O.#070570)
AS FOLLOWS:
MATERIAL 1 LOT $82,000.00
INSTALLATION 9,400.00
FREIGHT 608.65
REAL TIME ANI FEATURE #3823435
(S.O.#071803) 1 LOT 26,667.00
THIRD PARTY VENDOR-ACTION TELCOM
--------------------------------
AMS PRIMARY SYSTEM, NAMS SECONDARY SYSTEM,
VAS-AUTOMATED VOICE ALARMING SYSTEM, TCP/IP
PACKAGE, NETPLAN- LERG (SEE ATTACHED EQUIPMENT
LIST) 1 LOT 96,855.00
---------
TOTAL $215,530.65
===== ===========
</TABLE>
'TFGLA206-5.WPT
<PAGE>
EQUIPMENT LIST # TFG-97217 DATED: March 27, 1997
COMPANY: ATHENA INTERNATIONAL LTD. LIABILITY CO.
ATHENA INTERNATIONAL, LLC
ADDITION: II
SITE LOCATION: NEW YORK, NEW YORK
<TABLE>
<CAPTION>
PART NO./DESCRIPTION QUANTITY AMOUNT
- -------------------- -------- ------
SS-C
<S> <C> <C>
DTF-03, 1152 PORT ADDITION PER
DCO- 710001, ISSUE 2, DATED
01/03/97 (S.O.#070921) AS
FOLLOWS:
MATERIAL 1 LOT $80,000.00
INSTALLATION 9,400.00
FREIGHT 980.00
INCREASED AUX TABLES #820085
PER DCO- 681151, ISSUE 01,
DATED 08/19/96 (S.O.#071524)
AS FOLLOWS:
MATERIAL 1 LOT 20,000.00
2 EJH PROCESSORS WITH 1 SPARE
PER DCO- 7450001, ISSUE 01,
DATED 10/17/96 (S.O.#071532)
AS FOLLOWS:
MATERIAL 1 LOT 30,420.00
INSTALLATION 2,000.00
FREIGHT 20.71
---------
TOTAL $142,820.71
===== ===========
</TABLE>
TLGLA206-5,WPT
<PAGE>
EQUIPMENT LIST # TFG-97266 DATED: July 31, 1997
COMPANY: ATHENA INTERNATIONAL LTD. LIABILITY CO.
ATHENA INTERNATIONAL, LLC
ADDITION: III
SITE LOCATION: NEW YORK, NEW YORK
<TABLE>
<CAPTION>
PART NO./DESCRIPTION QUANTITY AMOUNT
- -------------------- -------- ------
<S> <C> <C>
RELEASE 15.0 UPGRADE PER
DCO-710025, ISSUE 1, DATED
04/08/97; EXPANSION OF ROUTE
GUIDE INDEXES, FFATURE #820398
(S.O.#072809) AS FOLLOWS:
MATERIAL 1 LOT $50,000.00
INSTALLATION 5,000.00
----------
TOTAL $55,000.00
===== ==========
</TABLE>
TLGLA206-5.WPT
<PAGE>
Stromberg-Carlson
Installation Site: New York, NY
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
----------- ----------- ---
<S> <C> <C>
Switching Equipment
ITEM 01
DTF-02
------
817577-900 DTF Frame Assembly 1
817577-901 DS-1 Host CUA 6
817577-902 DS-1 Basic PWBAS 5
817560-626 T-1 Interface PWBA 48
207600-225 DTF Frame Assembly 1
207600--721A Card Guide 6
207800-079 Front Door Mounting 1
207800-080 Rear Door Mounting 1
207600-158 Right Door 2
207600-159 Left Door 2
817577-924 Base Mount Blower Assembly 1
LTF-01
------
814574-900 LTF Frame Assembly 1
814574-901 Supervisory Panel 1
814574-904 Ejector Bar 2
814574-903 Terminator Assembly 1
207600-720 Card Guide 1
207600-210 LTF Frame Package 1
207600-014 Terminal Block Assembly 1
</TABLE>
681113NY/1: 07/01/96 - 2 -
<PAGE>
Stromberg-Carlson
Installation Site: New York, NY
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
----------- ----------- ---
<S> <C> <C>
ITEM 01
LTF-01 (Cont)
-------------
814574-992 Universal Service CUA 1
814574-995 Basic PWBAs 1
814742-576 Digital DTMF Receiver PWBA (FOC) 1
814571-686 Digital TMF Receiver PWBA 3
814572-576 Digital TMF Sender PWBA 3
814695-556 Digital DTMF Sender PWBA 3
814643-596 Digital DTMF Receiver PWBA 17
207600-160 Front Door Mounting 1
207600-471 Rear Door Mounting 1
207600-158 Right Door 2
207600-159 Left Door 2
CMF
814095-616 Service Group Diag. PWBA 1
822003-596 1024 Port TSI PWBA 4
822002-526 TSI/PGH Interface PWBA 4
207800-482 TSI/PGHGP Cable 4
822005-546 TPP 0 PWBA 2
822006-576 TPP 1 PWBA 2
822017-566 TPP 2 PWBA 2
822068-811 Diag. Grading Panel CCS-02 1
</TABLE>
881113NY/1: 07/01196 -3-
<PAGE>
Stromberg-Carlson
Installation Site: New York, NY
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
<S> <C>
Switching Equipment
ITEM 01
PRT
817576-938 Circuit Breaker 4
Miscellaneous
4-24419-0290 DSX Panel, ADC DSX-DR 19 2
PJ716 Bantem Patch Cord 8
DOC-ADD Additions Documentation 1
</TABLE>
881113NY/1: 07/01/96 -4-
<PAGE>
<TABLE>
ACTION TELCOM EQUIPMENT LIST
- -------------------------------------------------------------------------------------------------------------
>>>>> EQUIPMENT LIST AND WARRANTY INFORMATION ON NAMS SALE <<<<<
- ------------------------------------------------------------------------------------------------------------
CUSTOMER: Athena PROJECT CODE -
BUSINESS OFFICE ADDRESS:
BUSINESS OFFICE PHONE#: VOICE: ( ) FAX: ( )
SITE LOCATION:
SITE ADDRESS:
SITE PHONE VOICE: ( ) FAX: ( ) NAMS: ( )
SWITCH TECH:
SYSTEM NAME:
PURCHASE DATE: STARTUP DATE: WARRANTY END DATE:
PRIMARTY SYSTEM EQUIPMENT: Name: Password:
<CAPTION>
Make Model# Serial# I/O IRQ ADDR STK
---- ------ ------- --- --- ---- ---
<S> <C> <C> <C> <C> <C> <C> <C>
KB ACER 6311-K K6366280752P
MON ACER 7134-T M3TP61113253
HDC Adaptec-Built-in AIC7870P 719411
HD IBM DHFS M1A63-B9466 ID=3 (4-GB)
HD IBM DHFS EC486509 ID=0 (4-GB)
HD IBM DHFS B81929 ID=1 (4-GE)
FD Mitsumi (1.44) D359T5 3170675
FD Panasonic (1.2) JU-475-5 00197599
TD Tandberg TDC-42222 42205208 ID=2
SL1 Digi Host-Ad. (1P)77000218 095251179
SL1 Digi Conc. (1P)70000666 09525179
X25 SWG SGX 10870 300 15 D0000
X25 SWG SGX-Daughter N/A
PRN Epson LP-870 40Ul133226 7 3bc-3be
MET RACAL PCI Interlan T2 207011BEAFC 14 PCI Slot 1
SER ACER Built-in Com 1/Com-2 4/3 3f8/2f8
CD NEC CDR222 5X012024212
DIA AVAS D/21D CG209544 5 D2000
P/S DELTADPS350EB Y2622003618
I/P ADDRESS=
MEMORY=
SPEED=
</TABLE>
<PAGE>
<TABLE>
SOFTWARE: Primary
<CAPTION>
-------------------------------------------------------------------------------
Key Make Serial # Activation-Key#
-------------------------------------------------------------------------------
<S> <C> <C> <C>
SCO UNIX sysV _2DC030716 ollnxecm
FoxPro-V2.6 N/A
NAMS ATC NAMS II N/A
TERM Century: CSU150754U3 fencabnn .
NETCOM II version 4.5.3a net25828 Tc08a150e
NOTES:
- -------------------------------------------------------------------------------
>>>>> EQUIPMENT LIST AND WARRANTY INFORMATION ON NAMS SALE <<<<<
- -------------------------------------------------------------------------------
CUSTOMER: Athena
SITE LOCATION: Denver
SYSTEM NAME:
SECONDARY SYSTEM EQUIPMENT: Name: Password
</TABLE>
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Key Make Model # Serial # I/O IRQ ADDR STX
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
PC ACER F520HB 1900022536
KB ACER 6311-K K6366200166-P
MON ACER 7134T M3TP62407942
VC ET4W32-5 0167237
HDC Adaptec (On-Board) AIC-7870P 719411
HD IBM DORS-32160 11S46H6072ZIMOOO2T6484 id=O
FD Mitsumi (1.44) D359T5 2974189
FD Panasonic (1 2) JU-475-5 00026718
CD Sony CDU-76S 5032202 id=2
TD Tandberg 2.5GB TDC 4220 42205084
X25 SWG SGX 108880
NET RACAL Interlan PCI-T2 0207011C0368
SER ACER (Built-in)
Power Supply DPS-200BP-8 S46150422818
I/P ADDRESS
MEMORY=
SOFTWARE: Secondary
</TABLE>
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
Key Make Serial # Activation-Key#
-------------------------------------------------------------------------------
<S> <C> <C> <C>
OS SCO UNIX sysV _2DG004883 _ivdjvdej
NAMS ATC NAMS II
PC ACER F520HB 1900022536
</TABLE>
<PAGE>
<TABLE>
<CAPTION> .
-------------------------------------------------------------------------------.
Key Make Serial # Activation-Key# K
-------------------------------------------------------------------------------.
<S> <C> <C> <C>
DSU DDC VRT-1 (Stat-Mux)
DSU DDC VRT-1 (Stat-Mux)
DSU DDC VRT-1 (X.25 Link)
DSU DDC VRT-1 (X.25 Link)
Modem Multitec MT2834ZDX (Primary) 4425003
Modem Multitec MT2834ZDX (Secondary) 4425001
</TABLE>
LOG: ATHENA Primary & Secondary
- -96 Unpack and set up equipment. Perform operational checks.
- -18-96 isassemble equipment as necessary to obtain and log serial
numbers from individual boards and components. Gather and log software serial
numbers and activation keys. Configure and install AVAS, X25 boards and
reassemble equipment. Performed operational checks. JR -19-96 Secondary:
Verified OS version. Performed SCRATCH and BCHECK RC modifications. Checked
serial and parallel ports. Removed and reinstalled tape device. Configured
printer. Made Root & Boot and tape backup Tuned shell and relinked kernel.
Installed software drivers for SGX and Dialogic boards, Loaded Where and CLS
programs. Installed TERM and NAMS. KP Also modified gettdefs and changed IRQ on
Racal network card to 14 and made ALAD driver and Boot disk,EISA Configuration
Utility disk.
<PAGE>
Installation Site: New York, NY
ITEM 01
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ------------ ---
<S> <C> <C>
Switching Equipment
Line Trunk Frame (LTF)
----------------------
OCCSLTFFRM Line Trunk Frame 1
814742-566 Diagnostic Test Gen/Monitor 1
LTFDOORS LTF Doors, Front & Rear 1
LINGRPCUA Line Group CUA (LTF) 1
SLTFUTSCUA Trk/Svc Ckt CUA Grp 1
SLTFUSCUA Svc Ckt CUA Grp 6
814571-706 Digital TMF Rcv. (2/PWBA) 33
814572-576 Digital Sender (TMF/SATT) 9
814695-556 Digital DTMF Sender 9
814643-596 Digital DTMF Receiver 36
814742-576 FOC) Digital DTMF Receiver 6
814574-936 2-Wire E&M Trunk PWBA 2
814574-932 Loop Trunk, Reverse Batt PWBA 1
Digital Trunk Frame (DTF)
-------------------------
OCCSDTFFRM Digital Trunk Frame 2
DTFDOORS DTF Doors, Front & Rear 2
SDSIHSTCUA DS1 Host Ckt CUA 12
817560-626A TL Interface PWBA 96
817577-917A Blower Assembly w/fan Alarm 2
</TABLE>
-1-
<PAGE>
Installation Site: New York, NY
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ------------ ---
<S> <C> <C>
Switching Equipment
Control & Maintenance Frame (CMF)
---------------------------------
SCMFOCC Control & Maint Frame 1
CMFDOORS CMF Doors, Front & Rear 1
822068-819 DLI Transfer 1
814635-086 PWBA Ring (Nti) 1
814721-666 Serial Line Unit PWBA 1
822010-676 Disk Drive Assy 2
822010-656 Tape Drive 1
817702-556 Traffic Measurement/Rec 1
817620-556 MSA PWBA 1
814727-626 J2 Maintenance Processor 1
822010-606 Power & Alarm PWBA 1
817680-606A BMUX PWBA 1
822222-606A DLI-II 1
TSIPWB17 TSI PWBA 8
822702-536A PXAM II - 4MB 2
822727-696A J-Processor (SMB) 2
814770-656 PXA Memory PWBA 1/Mbyte 1
TPPOPWB17 TPP PWBA (Sectors 0) 1
OCCSNCS Sync Network Clock (Slave) 1
822718-596 Feature Processor (PWBA) 2
814095-626 Service Group Diag. PWBA 1
OCCTAPE Tape Control PWBAs 1
814722-216A RS232 Interface Module 7
</TABLE>
-2-
<PAGE>
Installation Site: New York, NY
ITEM O1
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ------------ ---
<S> <C> <C>
Switching Equipment
814629-904 Ringing Generator (20 Hz) 1
817576-934 200VA DC/AC Non-Redund. Invtr 1
814215-820 Cook 4 Chan Announcer (NT5M) 1
203352-681 4 Channel Announcer 1
Automatic Message Accounting
----------------------------
SAMAFRM AMA Frame 1
AMADOORS AMA Doors Rear 2
814421-909 Cook 1600 BPI Strapping 2
Miscellaneous
--------------
4-24419-0290 DSX Pnl-ADC DSX-DR 19 w/cord 4
PJ716 Bantam Patch Cord 16
2200B Channel Access Unit 1
202975-592 7' x 19" Relay Rack 1
207800-284 Installation Material 1
200110-119 Fuse 1 1/3 amp 20
200110-129 Fuse 3 amp 10
200110-429 Fuse 10 amp 5
200110-139 Fuse 5 amp 10
</TABLE>
-3-
<PAGE>
Installation Site: New York, NY
ITEM 01
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ------------ ---
<S> <C> <C>
Switching Equipment
Miscellaneous (Cont.)
---------------------
SD0000 Std System Documentation 1
D0001 Specifications, Paper 2
D0002 Site Drawings, Paper 2
203352-600 Hendry Filtered Fuse Panel 1
207630-911 Modem Eliminator OCC 2
207630-901 PKG Assy/Modem Eliminator 4
Superstructure & Cabling 1
Battery Distribution Frame
--------------------------
814053-043A 7ft Battery Discharge Frame 1
207521-733 Shield 1
Power Equipment
---------------
(Separate Item)
Distribution Frame Equipment
----------------------------
5065-8 Term Blocks Newton 8 x 26 4
5054 Newton Bracks (1 per 2 blks) 2
Maintenance & Administration Equipment
---------------------------------------
202958-464 Tape Cartridge 1
203352-608 Arrow Tape Drive Cleaning Kit 1
203352-677 ADDS Video Terminal 1
203352-283 Genicom 2120 Keyboard/Printer 1
7271-964 Box, Teleprinter Paper 1
</TABLE>
-4-
<PAGE>
Installation Site: New York, NY
ITEM 01
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ------------ ---
<S> <C> <C>
Switching Equipment
Spare Circuit Packs
-------------------
200110-099 Fuse 1/2 Amp 1
207630-042 Power Supply Shield 1
555020-125 Fuse, 3AG, 3A 1
555366-001 Switch, SPST 1
814288-526 Tape Diagnostic PWBA 1
814291-546 Tape Motion Cont. PWBA 1
814298-526 Tape Buffer PWBA 1
814439-056 PGC-1 PWBA 1
814440-076 PGC-2 PWBA 1
814441-056 MUX/DEMUX PWBA 1
814462-036A Power Supply PWBA 1
814463-026A Power Supply PWBA 1
814539-026 CMOS Codec Comm. PWBA 1
814727-626 J2 Maintenance Processor 1
817113-086 Power Supply PWBA 1
817524-066A LTC Interconnect PWBA 1
817560-626A TI Interface PWBA 1
817561-526 T1 I/F Control 1 PWBA 1
817562-566 T1 I/F Control 2 PWBA 1
817564-026A Power Supply PWBA 1
817581-026 DS1 Terminator PWBA 1
817702-556A TMIRS Processor 1
822010-656 Tape Drive 1
822010-666 Tape Drive PWBA 1
822015-536 Clock Generator (SNC) PWBA 1
822024-036A Power Monitor PWBA 1
822033-596A MCG - II PWBA 1
822034-536A Master Clock Dist. PWBA 1
822289-566A TBI II PWBA 1
</TABLE>
-5-
<PAGE>
Installation Site: New York, NY
ITEM 01
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ------------ ---
<S> <C> <C>
Switching Equipment
Spare - Circuit Packs (Cont.)
822723-556A Data Link III PWBA 1
822726-526A HD MSA/SL PWBA 1
822010-606A MSDA Pwr & Alarm 1
822010-636 Disk Drive Assy 1
822222-606A DLI-II 1
Software Features
-----------------
999948 OCC Basic Features Package 1
011219 Trunks Automatic Routine 1
Testing
011289 Out of Svc Limit for Server 1
Grp. Eq.
012970 Glare Guard 1
018000 Paginated Print-out 1
026609 Route Treatment Expansion 1
053140 Alarm Repeat Notification 1
053150 Alarm LSSGR Compliant 1
053770 Alarm Spurt Alarm During 1
Transfer
056519 Automatic Switch-Over 1
146339 TMRS LSSGR Format 1
146429 TMRS Additional Matrix 1
Elements
146439 TMRS Additional Cell Grouping 1
Registers
146449 TMRS Separations Summary 1
Reporting
146459 TMRS Expanded Separations 1
Reporting
</TABLE>
-6-
<PAGE>
Installation Site: New York, NY
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
ITEM 02 SS7 HARDWARE & SOFTWARE QTY
- --------------------------------------------------------------------------------
<S> <C> <C>
822057-526 Signalling System Controller 2
822055-536 Communication Link Controller 2
814742-586 Continuity Test PWBA 3
003009/ SS-7 Software 1
003019
003069 Link Pair Software 2
826210 SS7 Optional Backward Call 1
Indication
826220 SS7 Circuit Identification 1
(This Item is included in Item 01)
ITEM 02A SS7 SPARES
- --------------------------------------------------------------------------------
822057-526 Signalling System Controller 1
822055-536 Communication Link Controller 1
(This Item is included in Item 01)
ITEM 03 NAMS II
- --------------------------------------------------------------------------------
NAMS II Used NAMS II from ISI Site
ITEM 03A "A" LINKS
- --------------------------------------------------------------------------------
003069 "A" Links 1
(maximum additional available
is 11)
ITEM 04 "A" LINK CONSOLIDATION FEATURE
- --------------------------------------------------------------------------------
003029 "A" Link Consolidation 1
</TABLE>
- 20 -
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
SIEMENS
FAX TRANSMISSION
TO: LOCATION:
CHARLIE SANTINI DENVER
FROM: LOCATION:
DOUG MCNNISI LAKE MARY
DATE: NO. OF PAGES PHONE: FAX:
7-7-98 COVER+5 407-942-5115 4407-942-5194
SUBJECT:
NEW YORK FLOORPLAN
SPECIAL INSTRUCTIONS:---------------------------------
Siemens Telecom Networks 400 Rinehart Road Lake Mary, Florida 32746 (407} 942-5000
280-001 (10/97)
</TABLE>
<PAGE>
{GRAPHICS OMITTED}
<PAGE>
{GRAPHICS OMITTED}
<PAGE>
{GRAPHICS OMITTED}
<PAGE>
{GRAPHICS OMITTED}
<PAGE>
{GRAPHICS OMITTED}
<PAGE>
CONFIDENTIAL
04/27/98
<TABLE>
Telecommunications Finance Group (Created 04/27/98)
<S> <C> <C> <C>
Company: Telecommunications Finance Contract Number: CSAI-3TXPRA
Group
CEO Name: Buy/Sell Type: LE (Lease Equipment)
Address: 400 Rinehart Rd. City: Lake Mary
State: FL Zip: 32746
Phone: 407 942 5781 Fax:
Web:
CREDIT INFORMATION NOT APPLICABLE
Credit Info 1: Bank Info 1:
Credit Info 2: Bank Info 2:
Credit Info 3: Tax Exempt:
BILL CONTACT INFO
Name: Cust Account #
Phone: Fax:
Cel: Email:
</TABLE>
<TABLE>
<S> <C> <C> <C>
PRODUCTS RATE/COST FORMAT TYPE
Debit Hard Copy
Travel CDR
Resold 800
Dedicated
1 Plus
Lease
Maintenance
Network
ATHENA INTERNATIONAL L.L.C.
</TABLE>
<PAGE>
CONFIDENTIAL 04/27/98
<TABLE>
<S> <C>
BUY/SELL CONTACT INFO NOT APPLICABLE
Name: Title: '
Phone: Fax:
Pager: Cel:
Email:
PROVISION CONTACT INFO NOT APPLICABLE
Name: Title:
Phone: Fax:
Pager: Cel:
Email: Tech Trouble Report #:
PROVISION INFO
Prov#: Cost Of Loop: Cost Of Haul:
Prov Rec Date: Cont.Trm Of Loop: Cont. Trm Of Haul:
Customer: Start Date: Start Date:
Vendor: Disc Date: Disc Date:
# Of DS1: Install Date: Inactive Date:
# Of DS3: Tested By: Date Tested
MATERIALS Sent By Date Sent Status Approved By DT. Approved
Rate Plan:
Credit Information
Traffic Forecast
Operations
Contract Athena
Contract Sec. Party
CONTRACT INFO
Contract Term: Contract Service Type:
Contract End Date: Contract Auto Renewal:
NOTES:
ATHENA INTERNATIONAL L.L.C.
</TABLE>
<PAGE>
STANDARD FORM UNIFORM COMMERCIAL CODE JULIUS BLUMBERG, INC. NYC, 10013
STATEMENTS OF CONTINUATION PARTIAL RELEASE, ASSIGNMENT, ETC. - FORM UCC-3
<TABLE>
INSTRUCTIONS
1. PLEASE TYPE. This Form. Fold only along perforation for sending.
2.
3.
4.
<S> <C>
This STATEMENT is presented to a filing officer for filing pursuant to the Uniform Commercial Code: 3. Maturity date (if any):
1. Debtor(s} (Last Name First) and address(es) 2. Secured Party(ies) and address(es) For filing Officer (Date, Time and
Filing Office)
ATHENA INTERNATIONAL, LTD. TELECOMMUNICATIONS FINANCE GROUP
LIABILITY COMPANY 400 RINEHART RD.
701 POYDRAS ST., 675 ONE SHELL SQ. LAKE MARY, FL 32746
NEW ORLEANS, LA 70139 FEIN 13-3591133
FEIN 72-1280590
4. This statement refers to original Financing Statement File No. 942086285
Filed with STATE OF COLORADO DATE FILED.............11/21/94
5.Continuation. The original financing statement between the foregoing Debtor and Secured Party, bearing file number shown above,
is still effective.
6.Termination. Secured party no Longer claims a security interest under the financing statement bearing file number shown above.
7.Assignment. The secured party's right under the financing statement bearing file number shown above to the properly described
in item 10 have been assigned to the assignee whose name and address appears in item 10.
8.Amendment. Financing Statement bearing file number shown above as amended as set forth in item 10.
9.Release. Secured Party releases the collateral described in Item 10 from the financing statement beorin9 file number shown
above.
10.
SEE EXHIBIT A TO FORM UCC-3 HERETO ATTACHED LISTING ADDITIONAL EQUIPMENT TO BE INCLUDED
UNDER THIS FINANCING STATEMENT. (ADD X - DENVER, CO)
No. of additional Sheets presented:
ATHENA INTERNATIONAL, LTD. LIABILITY COMPANY TELECOMMUNICATIONS FINANCE GROUP
By: By:
----------------------------- ------------------------------------------------
Signature(s) of Debtor(s) (necessary only if Item 8 is applicable). Signature(s) at Secured Party(ies)
STANDARD FORM - FORM UCC-3
(1) Filing Officer Copy - Alphabetical
(degree)
</TABLE>
<PAGE>
EXHIBIT A TO FORM UCC
EQUIPMENT :
The items of personal property to be leased pursuant to this Lease
Agreement, dated as of July 25, 1994, between Telecommunications Finance Group,
as Lessor, and Athena International Ltd. Liability Co. dba Athena International,
LLC, as Lessee, are described below and in the attached equipment list(s):
EQUIPMENT QUANTITY
- --------- --------
SEE ATTACHED EQUIPMENT LIST
#TFG-98018 DATED 02/27/98 (ADDITION X) 1 LOT
The above described equipment installed at:
910 15th Street, Suite 667, Denver, Colorado 80202-2928
<PAGE>
EQUIPMENT LIST #TFG-98018 DATED: February 27, 1998
COMPANY: Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION: X
<TABLE>
<CAPTION>
PART NO./DESCRIPTION QUANTITY AMOUNT
-------------------- -------- ------
STN
---
<S> <C> <C>
RESTRUCTURE CHARGES $ 44,193.11
THIRD PARTY VENDOR - TELESELECT
-------------------------------
VTS-60 MODEL NUMBER: 300-Y-ITS INCLUDING: 1 LOT 176,000.00
----------
TSG VTS TERMINATION SOFTWARE PACKAGE,
S/N VS97R0 l-R02 2
ICS WIN/NT COMP SYS, S/N 9711010 & 9711011 2
DIALOGIC DTI300SC COM BDS, S/N CZ034563,
CZ021715 2
DIALOGIC DT1240SC COM BD, S/N CZ034121-25,
CZ034439 6
DATAKINETICS PCCS6 SS7 BD, S/N 01170 1
RAD KILOMUX 2000, S/N 7231604-606, 7182322,
7251281, 7251278 6
RAD KVG, 5-T1M, S/N 7451153-160, 162, 164-166 12
RAD KVF,5-T1S VOICE/FAX, S/N 7428554-57,
559-563, 7414236-237,231,245,7411674-76) 16
RAD DXC HIGH SPEED FO BOARDS, S/N 735504-
510, 512, 497, 7290936-938 12
RAD DKC T1/E 1 DIGITAL CROSS CONNECT,
S/N 7440573-574 2
19" RACK S/N 978721 1
UNINTERRUPTIBLE POWER SOURCE (UPS),
S/N 971355 2
RAD MBE ETHERNET BRIDGE, S/N 7455186 &.
7430875 2
CSU/DSU, S/N 9711010-011 2
TOTAL $220,193.11
===== ===========
</TABLE>
<PAGE>
Commencement Date: December 2, 1997
THIS CERTIFICATE OF DELIVERY AND ACCEPTANCE is executed and delivered to
telecommunications Finance Group ("Lessor") by Athena International Ltd.
Liability Co. dba Athena International, LLC ("Lessee") pursuant to and in
accordance with the Lease Agreement date: July 25, 1994 between Lessor and
Lessee (the "Lease", the defined terms therein being used herein with their
defined meanings).
1. The Equipment covered by this Certificate consists of the items
described in Schedule I of Exhibit A of the Lease.
2. Lessee confirms that the items of Equipment covered hereby have been
delivered to it in good working order and condition, and have been
inspected and accepted by Lessee as of the Commencement Date set forth
above. Lessee hereby waives any right it may have under Section 2A-517
of the Uniform Commercial Code or otherwise to revoke this acceptance
for any reason whatsoever, including but not limited to, (i) any
assumption by Lessee that a nonconformity would be cured, (ii) any
inducement of acceptance by the Lessors assurances or any difficulty,
to discover a nonconformity before acceptance, or (iii) any Lessor
default under the Lease. Lessee further hereby waives its rights under
Sections 2A-401 and 2A-402 of the Uniform Commercial Code to suspend
performance of any of its obligations under the Lease with respect to
the Equipment hereby accepted.
lessee confirms that such items of Equipment have been installed au 910
15th Street, Suite 667, Denver, Colorado 80202-2928
4. The Lessors value of the items Of Equipment covered hereby is set forth
in the Schedule I of Exhibit A. Lessee confirms that each installment
of rent payable is as defined by the rental rate factor per thousand
dollars as specified in Section 5 of the Lease.
5. Lessee hereby: (a) confirms that the items of Equipment covered hereby
have been inspected by Lessee, have been delivered in good working
order and condition and are of the size, design, capacity and
manufacture selected by it and meet the provisions of the purchase
order(s) with respect thereto: and (b) irrevocably accepts said items
of Equipment "as-is, where-is" for all purposes of the Lease as of the
Commencement Date set forth above and shall pursue remedies to correct
deficiencies, if any, in said items of equipment under the
manufacturers warranty, provisions only.
6. Lessee hereby confirms: (i) that no Default or Event of Default is in
existence as of the Commencement Date set forth above, nor shall any
Default or Event of Default occur as a result of the lease by Lessee of
the Equipment specified here-in; and (ii) that all representations and
warranties of Lessee contained in the Lease or in any document or
certificate furnished Lessor in connection herewith, are true and
correct as of the Commencement Date set forth above with the same force
and effect as if made on such date.
<PAGE>
7. Lessee assumes sole responsibility for ensuring that the billing center
can correctly read call records. Lessee's responsibility includes
reading daily the automatic message/ticketing accounting system and/or
polling systems tape(s) by the billing system to ensure all ticket
information is present. Risk of loss for any revenue or profit
associated therewith passes to Lessee upon cutover of any hardware or
software.
8. All of the terms, provisions and conditions of the Lease are hereby
incorporated herein and. made a part hereof as if such terms,
provisions and conditions were set forth in full in this Certificate.
By their execution and delivery of this Certificate, the parties hereto
reaffirm all of the terms, provisions and conditions of the Lease.
IN WITNESS WHEREOF, Lessee has caused this Certificate to be executed
by its duly authorized officer as of the Commencement Date set forth above.
Refer S.O.# .ADDITION X/EQUIPMENT Athena International Ltd. Liability Co.
. dba Athena International, LLC (Lessee)
LIST #TFG-98018 By: Kevin H. Pollard
----------------------
President + CEO
---------------
(Name & Title)
ACCEPTED BY:
TELECONLMUNICATIONS FTNANCE GROUP
AS OF THE -- DAY OF 19
By:
Authorized Representative of
Telecommunications Finance Group
<PAGE>
SCHEDULE 1 OF EXHIBIT A
[CERTIFICATE OF DELIVERY AND ACCEPTANCE)
EQUIPMENT DESCRIPTION
The items of personal property to be leased pursuant to this Lease
Agreement, dated as of July 25, 1994 between Telecommunications Finance Group,
as Lessor, and Athena International Ltd. Liability Co. dba Athena International,
LLC, as Lessee, are described below and in the attached. equipment list(s):
<TABLE>
<CAPTION>
Equipment
List Number Description Amount
- ----------- ----------- ------
<S> <C> <C>
DCO-481238 A Siemens Stromberg-Carlson $314,252.00
Digital Central Office Carrier
Switch Equipped and Wired for 1152
Digital Ports (DCO-481238, Issue I,
Dated 05/19/94) with a New Basic
Release 12.1 CMF, A Used AMA Frame,
SS7 with 800 Portability, SS7
Spares, One (1) Additional Pair of
"A" Links, International Operator
Service, and Route by ANI on any
700/800 Number Including
Installation
TFG-95029 ADDITION I 181,250.64
TFG-96152 ADDITION II 164,516.10
TFG-96181 ADDITION III 264,356.65
TFG-97189 ADDITION IV 68,015.31
TFG-97207 ADDITION V 63,595.58
TFG-97216 ADDITION VI 87,896.85
TFG-97242 ADDITION VII 89,193.68
TFG-97253 ADDITION VIII 58,013.66
TFG-97284 ADDITION IX 93,500.00
TFG-98018 ADDITION X 220,193.11
TOTAL $1,604,783.58
</TABLE>
The above described equipment installed at:
910 15th Street, Suite 667, Denver, Colorado 80202-2928
ACCEPTED BY:
DATE: MARCH 2, 1998
Dated: July 25, 1994
Revised: April 24, 1995
Revised: July 23, 1996
Revised: December 2, 1996
Revised: January 13, 1997
Revised: February, 25, I997
Revised: March 25, 1997
Revised: May 7, 1997
Revised: June 11, 1997
Revised: September 3, 1997
Revised: February 27, 1998
<PAGE>
EQUIPMENT LIST #TFG-98018 DATED: February 27, 1998
COMPANY: Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION: X
<TABLE>
<CAPTION>
PART NO./DESCRIPTION QUANTITY AMOUNT
- -------------------- -------- ------
<S> <C> <C>
STN
---
RESTRUCTURE CHARGES
$ 44,193.11
THIRD PARTY VENDOR - TELESELECT
-------------------------------
VTS-60 MODEL NUMBER: 300-Y-ITS INCLUDING: 1 LOT 176,000.00
TSG VTS TERMINATION SOFTWARE PACKAGE,
S/N VS97R01-R02 2
ICS WIN/NT COMP SYS, S/N 9711010 & 9711011 2
DIALOGIC DTI300SC COM BDS, S/N CZ034563,
CZ021715 2
DIALOGIC DT1240SC COM BD, S/N CZ034121-25,
CZ034439 6
DATAKINETICS PCCS6 SS7 BD, S/N 01170 1
RAD KILOMUX 2000, S/N 7231604-606, 7182322,
7251281, 7251278 6
RAD KVG, 5-T1M, S/N 7451153-160, 162, 164-166 12
RAD KVF,5-TIS VOICE/FAX, S/N 7428554-57,
559-563, 7414236-237,231,245,7411674-76) 16
RAID DXC HIGH SPEED I/O BOARDS, S/N 735504-
510, 512, 497, 7290936-938 12
RAD DKC T1/E 1 DIGITAL CROSS CONNECT,
S/N 7440573-574 2
19" RACK S/N 978721 1
UNINTERRUPTIBLE POWER SOURCE (UPS),
S/N 971355 2
RAID MBE ETHERNET BRIDGE, S/N 7455186 &.
7430875 2
CSU/DSU, S/N 9711010-011 2
TOTAL $220,193.11
===== ===========
</TABLE>
<PAGE>
Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE: Denver, Colorado
LEASE PAYMENTS,
ADDENDUM TO LEASE AGREEMENT DATED JULY 25, 1994 BETWEEN
TELECOMMUNICATIONS FINANCE GROUP AND
ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA
INTERNATIONAL, LLC
<TABLE>
<S> <C> <C>
EFFECTIVE FEBRUARY I, 1905 (60 MONTHLY LEASE PAYMENTS}
ORIGINAL VALUE OF EQUIPMENT $314,252.00
RATE FACTOR PER $1,000 $21.993
ORIGINAL MONTHLY LEASE PAYMENT $ 6,911.34
EFFECTIVE JUNE 1, 1995 (56 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION I $181,250.64
RATE FACTOR PER $ 1,000 $23.408
ADDITION I MONTHLY LEASE PAYMENT $ 4242.71
TOTAL MONTHLY LEASE PAYMENT $11,154.05
EFFECTIVE SEFTEMBER l, 1996 (41 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION II 5164.516.10
RATE FACTOR PER $ 1,000 $29.610
ADDITION II MONTHLY LEASE PAYMENT $ 4,871.32
TOTAL MONTHLY LEASE PAYMENT $16,025.37
EFFECTIVE JANUARY 1, 1997 137 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION III $264,356.65
RATE FACTOR PER $1,000 $32.229
ADDITION III MONTHLY LEASE PAYMENT $ 8,519.95
TOTAL MONTHLY LEASE PAYMENT $24,545.32
EFFECTIVE FEBRUARY 1, 1997 (36 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION IV $ 68,015.31
RATE FACTOR PER $ 1,000 $32.976
ADDITION IV MONTHLY LEASE PAYMENT $ 2,242.87
TOTAL MONTHLY LEASE PAYMENT $26,788.19
EFFECTIVE APRIL 1, 1997 (34 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION V $ 63,595.58
RATE FACTOR PER $ 1.000 $34.603
ADDITION V MONTHLY LEASE PAYNIENT $ 2,200.60
TOTAL MONTHLY LEASE PAYMENT $28,988.79
EFFECTIVE MAY 1, 1997 (33 MONTHLY LEASE PAYMENTS REMAINING}
ADDITION VI $ 87,896.85
RATE FACTOR PER $1,000 $35.020
ADDITION VI MONTHLY LEASE PAYMENT $ 3,078.15
TOTAL MONTHLY LEASE PAYMENT $32,066.94
</TABLE>
<PAGE>
Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE: Denver, Colorado
LEASE PAYMENTS (CONTINUED)
<TABLE>
<S> <C> <C>
EFFECTIVE JUNE 1, 1997 (32 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION VII $ 89,193.68
RATE FACTOR PER $1,000 $35.965
ADDITION VII MONTHLY LEASE PAYMENT $ 3,207.85
TOTAL MONTHLY LEASE PAYMENT $35,274.79
EFFECTIVE JULY 1 1997 (31 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION VIII $ 58,013.66
RATE FACTOR PER $1,000 $36.971
ADDITION VIII MONTHLY LEASE PAYMENT $ 2,144.82
TOTAL MONTHLY LEASE PAYMENT $37,419.61
EFFECTIVE OCTOBER I., 1997 (28 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION IX $ 93,500.00
RATE FACTOR PER $ 1,000 $40.423
ADDITION IX MONTHLY LEASE PAYMENT $ 3,779.55
TOTAL MONTHLY LEASE PAYMENT $41,199.16
EFFECTIVE DECEMBER 2, 1997, THE LEASE TERM IS EXTENDED FROM 60 TO 74 MONTHS.
EFFECTIVE JANUARY 1, 1998 (39 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION X $220,193.11
LEASE PAYMENTS ARE AS FOLLOWS:
01/01/98-03/01/98 $ -O-
04/01/98-03/01/2001 $37,258.01
TOTAL VALUE OF EQUIPMENT $1.604.783.58
SUMMARY OF TOTAL LEASE PAYMENTS:
4 @ $ 6,911.34 = $ 27,645.36
15 @ $11,154.05 = $167,310.75
4 @ $16,025.37 = $ 64,101.48
1 @ $24,545.32 = $ 24,545.32
2 @ $26,788.19 = $ 53,576.38
1 @ $28,988.79 = $ 28,988.79
1 @ $32,066.94 = $ 32,066.94
1 @ $35,274.79 = $ 35,274.79
3 @ $37,419.61 = $112,258.83
3 @ $41,199.16 = $123,597.48
3 @ $ -0- = $ -0-
36 @ $37,258.01 = $1,341,288.36
60 $2,010,654.48
</TABLE>
ACCEPTED BY:
DATE: MARCH 1998
<PAGE>
ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC
SITE: LOS ANGELES, CALIFORNIA
LEASE PAYMENTS
ADDENDUM TO LEASE AGREEMENT DATED October 31, 1996 BETWEEN
TELECOMMUNICATIONS FINANCE GROUP AND
ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC
<TABLE>
<S> <C> <C>
EFFECTIVE JUNE 1, 1997 (60 MONTHLY LEASE PAYMENTS)
ORIGINAL VALUE OF EQUIPMENT $370,908.98
RATE FACTOR PER $1,000 $21.993
ORIGINAL MONTHLY LEASE PAYMENT $8,157.40
EFFECTIVE JULY 1, 1997 (59 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION I $298,421.49
RATE FACTOR PER $1,000 $21.771
ADDITION I MONTHLY LEASE PAYMENT $ 6,496.93
TOTAL MONTHLY LEASE PAYMENT $14,654.33
EFFECTIVE OCTOBER l, 1997 (56 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION II $185,473.75
RATE FACTOR PER $ 1,000 $22.664
ADDITION II MONTHLY LEASE PAYMENT $ 4203.58
TOTAL MONTHLY LEASE PAYMENT $18,857.91
EFFECTIVE DECEMBER 2, 1997. THE LEASE TERM IS EXTENDED FROM.60 TO 63 MONTHS.
EFFECTIVE JANUARY 1, 1998 (56 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION III $22,777.76
LEASE PAYMENTS ARE AS FOLLOWS:
01/01/98-03/01/98 $ -0-
04/01/98-08/01/2002 $ 19,401.61
TOTAL VALUE OF EQUIPMENT $877.581.98
SUMMARY OF TOTAL LEASE PAYMENTS:
1 @ $ 8,157.40 = $ 8,157.40
3 @ $14,654.33 = $ 43,962.99
3 @ $18,857.91 = $ 56,573.73
3 @ $ -0- = $ -0-
53 @ $19,401.61 =$1,028,285.33
63 $1,136,979.45
</TABLE>
TFGLA206-6.WPT
<PAGE>
AMENDMENT TO LEASE AGREEMENT DATED October 31, 1996 BETWEEN
TELECOMMUNICATIONS FINANCE GROUP AND
ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC
FOR EQUIPMENT INSTALLED IN LOS ANGELES, CALIFORNIA
Effective December 2, 1997, the following sections of said Lease Agreement are
amended as follows:
1. Section 3:
The term of the lease changed from sixty. (60) months to sixty, three
(63) months.
2. Section 5(a):
The number of consecutive monthly installments of rent for the
Equipment is changed from sixty (60) months to sixty-three (63) months.
TELECOMMUNICATIONS FINANCE GROUP ATHENA INTERNATIONAL LTD. LIABILITY CO.
DBA ATHENA INTERNATIONAL, LLC
BY: BY: KEVIN H POLLARD
- -------------------------------- ---------------------------------------
President + CEO
- -------------------------------- ---------------------------------------
Authorized Representative (Name & Title)
Date Signed: Date Signed: March 2, 1998
- --------------------------------- ---------------------------------------
<PAGE>
ATHENA INTERNATIONAL LTD. LIABILITY C0.
DBA ATHENA INTERNATIONAL, LLC
SITE: NEW YORK, NEW YORK
LEASE PAYMENTS
ADDENDUM TO LEASE AGRBEMENT DATED June 25. 1996 BETWEEN
TELECOMMUNICATIONS FINANCE GROUP AND
ATHENA INTERNATIONAL LTD. LIABILITY CO.
DBA ATHENA INTERNATIONAL, LLC
<TABLE>
<S> <C> <C>
EFFECTIVE DECEMBER I, 1996 (60 MONTHLY LEASE PAYMENTS)
ORIGINAL VALUE OF EQUIPMENT $451,430.34
RATE FACTOR PER $1.000 $21.993
ORIGINAL MONTHLY LEASE PAYMENT $9,928.31
EFFECTIVE MARCH 1, 1997 (57 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION I $215,530.65
RATE FACTOR PER $ 1,000 $22.851
ADDITION I MONTHLY LEASE PAYNIENT $ 4,925.09
TOTAL MONTHLY LEASE PAYMENT $ 14,853.40
EFFICTIVE MAY I, 1997 (55 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION II $142,820.71
RATE FACTOR PER $1,000 $22.984
ADDITION II MONTHLY LEASE PAYMENT $ 3,282.59
TOTAL MONTHLY LEASE PAYMENT $18,135.99
EFFECTIVE SEPTEMBER 1, 1997 (51 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION III $ 55,000.00
RATE FACTOR PER $ 1,000 $24.391
ADDITION III MONTHLY LEASE PAYMENT $ 1,341.51
TOTAL MONTHLY LEASE PAYMENT $19,477.50
EFFECTIVE NOVEMBER 1, 1997 (49 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION IV $ 67,656.00
RATE FACTOR PER $ 1.000 $25.183
ADDITION IV MONTHLY LEASE PAYMENT $ 1,703.78
TOTAL MONTHLY LEASE PAYMENT $21,181.28
</TABLE>
TFGLA206-6.WPT
<PAGE>
ATHENA INTERNATIONAL LTD. LIABILITY CO.
DBA ATHENA INTERNATIONAL, LLC
SITE: NEW YORK, NEW YORK
LEASE PAYMENTS (CONTINUED)
<TABLE>
<S> <C>
EFFECTIVE DECEMBER 2, 1997, THE LEASE TERM IS EXTENDED FROM 60 TO 63 MONTHS.
EFFECTIVE JANUARY 1, 1998 (50 MONTHLY, LEASE PAYMENTS REMAINING)
ADDITION V $ 23,909.20
LEASE PAYMENTS ARE AS FOLLOWS
01/01/98-03/01/98 $0
04/01/98-02/01/2002 $21,811.99
TOTAL VALUE OF EQUIPMENT $956,346.90
SUMMARY OF TOTAL LEASE PAYMENTS:
3 @ $ 9,928.31 = $29,784.93
2 @ $14,853.40 = $29,706.80
4 @ $18,135.99 = $72,543.96
2 @ $19,477.50 = $38,955.00
2 @ $21,181.28 = $42,362.56
3@$ -0- =$ -0-
47 @ $21,811.99 = $1,025,163.53
63 $1,238,516.78
</TABLE>
ACCEPTED BY:
DATE: March 2, 1998
TFGLA206-7.WPT
<PAGE>
AMMENDMENT TO LEASE AGREEMENT DATED June 25, 1996 BETWEEN
TELECOMMUNICATIONS FINANCE GROUP AND
ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL. LLC
FOR EQUIPMENT INSTALLED IN NEW YORK, NEW YORK
Effective December 2, 1997, the following sections of said Lease
Agreement are amended as follows:
1. Section 3:
The term of the lease changed from sixty (60) months to sixty-three
(63) months.
2. Section 5(a):
The number of consecutive monthly installments of rent for the
Equipment is changed from sixty. (60) months to sixty, three (63)
months.
TELECOMMUNICATIONS FINANCE GROUP ATHENA INTERNATIONAL LTD. LIABILITY CO.
DBA ATHENA INTERNATIONAL, LLC
BY: BY: KEVIN H POLLARO
- -------------------------------- ---------------------------------------
President + CEO
- -------------------------------- ---------------------------------------
Authorized Representative (Name & Title)
Date Signed: Date Signed: March 2, 1998
- --------------------------------- ---------------------------------------
TFGLA206-2.WPT
<PAGE>
I, Craig Berne do hereby certify that I am the Secretary of ATHENA
INTERNATIONAL LTD. LIABILITY CO, DBA ATHENA INTERNATIONAL LLC, a Limited
Liability Company duly organized and existing under the laws of the State of
Louisiana ("Company) "); that I am the keeper of the seal of the company and
company records, including, without limitation, the Operating Agreement, By-Laws
and the minutes of the meeting of the Managing Members of the Company; that the
following is an accurate and compared transcript of the resolutions contained in
the minute book of the Company, which resolutions were duly adopted and ratified
at a meeting of the Managing Members of the Company , duly convened and held in
accordance with the By-Laws and Operating Agreement of the Company on the 29 day
of March 1996 which time a quorum was present and acted throughout; and that
said resolutions have not in any way been modified, repealed or rescinded, but
are in full force and effect:
"RESOLVED, that any Managing Member of the Company be and is
hereby authorized and empowered in the name and on behalf of this
Company to enter into one or more lease agreements with
TELECOMMUNICATIONS FINANCE GROUP ('hereinafter called 'LESSOR')
concerning personal property leased to the Company; from time to time
to modify, supplement or amend any such agreements; and to do and
perform all other acts and things deemed by such Managing Member to be
necessary, convenient or proper to carry out any of the foregoing; and
be it
FURTHER RESOLVED, that all that any Managing Member shall have
done or may do in the premises is hereby ratified and approved; and be
it
FURTHER RESOLVED, that the foregoing resolutions shall remain
in full force arid effect until written notice of their amendment or
recission shall have been received by LESSOR and that receipt of such
notice shall not effect any action taken or loans or advances made by
LESSOR prior thereto and LESSOR is authorized to rely upon said
resolutions until receipt by it of written notice of any change; and be
it
FURTHER RESOLVED, that the Secretary be and is hereby
authorized and directed to certify to LESSOR that the foregoing
resolutions and provisions thereof are in conformity with the Operating
Agreement and By-Laws of this Company."
I do further certify that the Lease Agreement entered into by the
Company and LESSOR concerning the following items of personal property:
Siemens Stromberg-Carlson Designated Product plus Peripheral Equipment
is one of the agreements referred to in said resolutions and was duly executed
pursuant thereto and there are no restrictions imposed by the Operating
Agreement or By-Laws of the Company restricting the power or authority of the
Managing Members of the Company to adopt the foregoing resolutions or upon the
Company or its Managing Members to act in accordance therewith.
I do further certify that the following are names and specimen
signatures of Managing Members of the Company empowered and authorized by the
above resolutions, each of which has been duly elected to hold and currently
holds the office of the Company set opposite his name:
NAME OFFICE SIGNATURE
---- ------ ---------
William Cooper Vice President - Operations William Cooper
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the
company this 3rd day of March, 1998
(SEAL)
----------------------------------------------------
Assistant-Secretary of ATHENA INTERNATIONAL LTD.
LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC
TFGLN001
<PAGE>
CERTIFICATE OF DELIVERY AND ACCEPTANCE
Commencement Date: December 2,1997
THIS CERTIFICATE OF DELIVERY AND ACCEPTANCE is executed and delivered to
TELECOMMUNICATIONS FINANCE GROUP ("Lessor") by ATHENA INTERNATIONAL LTD.
LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC ("Lessee") pursuant to and in
accordance with the Lease Agreement dated June 25. 1996 between Lessor and
Lessee (the 'Lease'. the defined terms therein being used herein with their
defined meanings).
1. The Equipment covered by this Certificate consists of the items
described in Schedule I of Exhibit A of the Lease.
2. Lessee confirms that the items of Equipment covered hereby have been
delivered to it in good working order and condition, and have been
inspected and accepted by Lessee as of the Commencement Date set forth
above. Lessee hereby waives any right it may have under Section 2A-517
of the Uniform Commercial Code or otherwise to revoke this acceptance
for any reason whatsoever, including but not limited to, (i) any
assumption by, Lessee that a nonconformity would be cured, (ii) any
inducement of acceptance by the Lessor's assurances or any difficulty
to discover a nonconformity before acceptance, or (iii) any Lessor
default under the Lease. Lessee further hereby waives its rights under
Sections 2A-401 and 2A-402 of the Uniform Commercial Code to suspend
performances of any of its obligations under the Lease with respect to
the Equipment hereby accepted.
3. Lessee confirms that such items of Equipment have been installed at: 60
Hudson Street. Suite M16, New York, New York 10013
4. The Lessor's Value of the items of Equipment covered hereby is set
forth in the Schedule I of Exhibit A. Lessee confirms that each
installment of rent payable is as defined by the rental rate factor per
thousand dollars as specified in Section 5 of the Lease.
5. Lessee hereby: (a) cordons that the items of Equipment covered hereby
have been inspected by Lessee, have been-delivered in good working
order and condition and are of the size. design, capacity and
manufacture selected by, it and meet the provisions of the purchase
orders) with respect thereto: and (b) irrevocably accepts said items of
Equipment "as-is, where-is" for all purposes of the Lease as of the
Commencement Date set forth above and shall pursue remedies to correct
deficiencies, if any. in said items of equipment under the
manufacturers warranty provisions only.
6. Lessee hereby, confirms: (i) that no Default or Event of Default is in
existence as of the Commencement Date set forth above, nor shall any
Default or Event of Default occur as a result of the lease by Lessee of
the Equipment specified here-in; and (ii) that all representations and
warrants of Lessee contained in the Lease or in any document or
certificate furnished Lessor in connection herewith, are true and
correct as of the Commencement Date set forth above with the same force
and effect as if made on suck date.
7. Lessee assumes sole responsibility, for ensuring that the billing
center can correctly read call records. Lessee's responsibility
includes reading daily the automatic message/ticketing accounting
system and/or polling systems tape(s) by the billing system to ensure
all ticket information is present. Risk of loss for any revenue or
profit associated therewith passes to Lessee upon cutover of any
hardware or software.
8. All of the terms, provisions and conditions of the Lease are hereby
incorporated herein and made a part hereof as if such terms, provisions
and conditions were set forth in full in this Certificate. By their
execution and delivery of this Certificate. the parties hereto reaffirm
all. of the terms, provisions and conditions of the Lease.
IN WITNESS WHEREOF. Lessee has caused this Certificate to be executed
by its duly authorized officer as of the Commencement Date set forth above.
Refer S.O. #ADDITION V/ ATHENA INTERNATIONAL LTD. LIABILITY CO.
EQUIPMENT LIST #TFG-98017 DBA ATHENA INTERNATIONAL, LLC
By: Kevin H. Pollard
------------------------------------------
President & CEO
------------------------------------------
(Name & Title)
Date Signed: March 2, 1998
-------------------------------
ACCEPTED BY:
TELECOMMUNICATIONS FINANCE GROUP
AS OF THE DAY OF 19,
By:
------------------------------------------
------------------------------------------
Authorized Representative
TFGLA206-3.WPT
SCHEDULE 1 OF EXHIBIT, A
CERTIFICATE OF DELIVERY AND ACCEPTANCE
EQUIPMENT DESCRIPTION
The items of personal property to be leased pursuant to this Lease Agreement,
dated as of June 25, 1996 between TELECOMMUNICATIONS FINANCE GROUP, as Lessor,
and ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC, as
Lessee, are described below and in the attached equipment list(s):
Equipment List
Number Description Amount
------ ----------- ------
DCO-681098 A USED RELEASE 14 DCO-CS EQUIPPED AND $448,000.00
WIRED FOR 2304 PORTS PER DCO-681093,
ISSUE 01, DATED 05/29/96. INCLUDES TOLL-
FREE NUMBER EXPANSION AND 4-DIGIT CIC
FEATURES INCLUDING INSTALLATION.
ENHANCED SS-7 WITH 800 PORTABILITY.
INCLUDES SS-7 BACKWARD CALL INDICATION
AND CIRCUIT IDENTIFICATION FEATURES.
ADDITIONAL INSTALLATION EFFORT 1,736.00
FREIGHT 1,694.34
TFG-97199 ADDITION I 215,530.65
TFG-97217 ADDITION II 142,820.71
TFG-97266 ADDITION III 55,000.00
TFG-97293 ADDITION IV 67,656.00
TFG-98017 ADDITION V 23,909.20
---------
TOTAL $956,346.90
==========
The above described equipment installed at:
60 Hudson Street, Suite M16, New York, New York I0013
ACCEPTED BY:__________________
DATE: MARCH 2, 1998
________________________
Dated: June 25, 1996
Revised: February 6, 1997
Revised: March 27, 1997
Revised: July 31, 1997
Revised: October 13, 1997
Revised: February, 26, 1998
TFOLa.206.a. WPT
<PAGE>
EQUIPMENT LIST # TFG-98017 DATED: February 26, 1998
COMPANY: ATHENA INTERNATIONAL LTD. LIABILITY CO.
ATHENA INTERNATIONAL, LLC
ADDITION: V
SITE LOCATION: NEW YORK, NEW YORK
<TABLE>
<CAPTION>
PART NO/DESCRIPTION QUANTITY AMOUNT
------------------- -------- ------
<S> <C> <C>
STN
---
RESTRUCTURE CHARGES $23,909.20
----------
TOTAL $23,909.20
==========
</TABLE>
TFGLA206-5.WPT
<PAGE>
CERTIFICATE OF DELIVERY AND ACCEPTANCE
Commencement Date: December 2, 1997
THIS CERTIFICATE OF DELIVERY AND ACCEPTANCE is executed and delivered to
TELECOMMUNICATIONS FINANCE GROUP ("Lessor") by ATHENA INTERNATIONAL LTD.
LIABILITY CO. DBA ATHENA INTERNATIONAL. LLC ("Lessee") pursuant to and in
accordance with the Lease Agreement dated October 31, 1996 between Lessor and
Lessee (the "Lease", the defined terms therein being used herein with their
defined meanings).
1. The Equipment covered by this Certificate consists of the items
described in Schedule 1 of Exhibit A of the Lease.
2. Lessee confirms that the items of Equipment covered hereby have been
delivered to it in good working order and condition, and have been
inspected and accepted by Lessee as of the Commencement Date set forth
above. Lessee hereby waives any right it may have under Section 2A-517
of the Uniform Commercial Code or otherwise to revoke this acceptance
for any reason whatsoever, including but not limited to, (i) any
assumption by Lessee that a nonconformity would be cured, (ii) any
inducement of acceptance by the Lessor's assurances or any difficulty
to discover a nonconformity before acceptance, or (iii) any Lessor
default under the Lease. Lessee further hereby waives its rights under
Sections 2A-401 and 2A-402 of the Uniform Commercial Code to suspend
performances of any of its obligations under the Lease with respect to
the Equipment hereby accepted.
3. Lessee Confirms that such items of Equipment have been installed at:
800 West Sixth Street. Los Angeles. California 90017
4. The Lessor's Value of the items of Equipment covered hereby is set
forth in the Schedule I of Exhibit A. Lessee confirms that each
installment of rent payable is as defined by the rental rate factor per
thousand dollars as specified in Section 5 of the Lease.
5. Lessee hereby: (a) confirms that the items of Equipment covered hereby,
have been inspected by Lessee. have been delivered in good working
order and condition and are of the size. design, capacity and
manufacture selected by. it and meet the provisions of the purchase
order(s) with respect thereto: and (b) irrevocably accepts said items
of Equipment "as-is. where is" for all purposes of the Lease as o[' the
Commencement Date set forth above and shall pursue remedies to correct
deficiencies, if any. in said items of equipment under the
manufacture's warranty provisions only
6. Lessee hereby, confirms: (i) that no Default or Event of Default b in
existence as of the Commencement Date set forth above, nor shall any
Default or Event of Default occur as a result of the lease by Lessee of
the Equipment specified here-in: and (ii) that all representations and
warranties of Lessee contained in the Lease or ha any document or
certificate furnished Lessor in connection herewith, ate true and
correct as of the Commencement Date set forth above with the same force
and effect as if made on such date.
7. Lessee assumes sole responsibility for enduring that the billing center
can correctly read all records. Lessee's responsibility includes
reading daily the automatic message/ticketing accounting system and/or
polling systems tape(s) by the billing system to ensure all ticket
Information is present. Risk of loss for any revenue or profit
associated therewith passes to Lessee upon cutover of any hardware or
software.
. All of the terms, provisions and conditions of the Lease are hereby
incorporated herein and made a part hereof as if such terms, provisions
and conditions were set forth in full in this Certificate. By their
execution and delivery, of this Certificate, the parties hereto
reaffirm all of the terms provisions and conditions of the Lease.
IN WITNESS WHEREOF. Lessee has caused this Certificate to be executed
by its duly authorized officer as of the Commencement Date set
Refer 5.O. #ADDITION III/ ATHENA INTERNATIONAL LTD. LIABILITY CO.
EQUIPMENT LIST #TFG-98016 DBA ATHENA INTERNATIONAL, LLC
(Name&Title)
Date Signed: MARCH 2,1998
ACCEPTED BY:
TELECONLMUNICATIONS FINANCE GROUP
AS OF THE - DAY OF - - 19o
By:
Authorized Representative
'TFG L.A2.06 W PT
<PAGE>
SCHEDULE OF EXHIBIT A
{CERTIFICATE OF DELIVERY AND ACCEPTANCE)
EQUIPMENT DESCRIPTION
The items of personal property to be leased pursuant to this Lease Agreement,
dated as of October 31, 1996 between TELECOMMUNICATIONS FINANCE GROUP, as
Lessor, and ATHENA INTERNATIONAL LTD. LIABILITY CO. DBAATHENA INTERNATIONAL,
LLC, as Lessee, are described below and in the attached equipment list(s):
<TABLE>
<CAPTION>
Equipment List
Number Description Amount
- ------ ----------- ------
<S> <C> <C>
DCO-681161 USED 1152 PORT EQUIPPED AND WIRED $368,950.00
RELEASE 12.1; BASIC SS-7 WITH 800
PORTABILITY; SS-7 SPARES; POWER SYSTEM;
UPGRADE TO RELEASE 14.0; DE-INSTALL AT
CALGARY, PACK; RGL EXPANSION
INCLUDING INSTALLATION
FREIGHT 1,958.98
TFG-97245 ADDITION I 298,421.49
TFG-97278 ADDITION II 185,473.75
TFG-98016 ADDITION III 22,777,76
---------
TOTAL $877,581.98
===========
The above described equipment installed at:
800 West Sixth Street, Los Angeles, California 90017
Dated: October 3 I, 1996
Revised: June 2, 1997
Revised: August 29, 1997
Revised: February 26, 1998
</TABLE>
TfGL206-WPT
<PAGE>
EQUIPMENT LIST # TFG-98016 DATED: February.26,1998
COMPANY: ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC
SITE LOCATION: LOS ANGELES, CALIFORNIA
ADDITION: III
<TABLE>
<CAPTION>
PART NO,/DESCRIPTION OUANTITY AMOUNT
- -------------------- -------- ------
<S> <C> <C>
RESTRUCTUR.E CHARGES $22.777.76
----------
TOTAL $22.777.76
==========
</TABLE>
TFGLA2O6-3.WPT
<PAGE>
Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE: Denver, Colorado
LEASE PAYMENTS
ADDENDUM TO LEASE AGREEMENT DATED July 25, 1994 BETWEEN
TELECOMMUNICATIONS FINANCE GROUP AND Athena International Ltd Liability Co.
dba Athena International, LLC
<TABLE>
<CAPTION>
<S> <C> <C>
EFFECTIVE FEBRUARY 1, 1995 (60 MONTHLY LEASE PAYMENTS)
- ------------------------------------------------------
ORIGINAL VALUE OF EQUIPMENT $314,252.00
RATE FACTOR PER $1,000 $21.993
ORIGINAL MONTHLY LEASE PAYNIENT $6,911.34
EFFECTIVE JUNE 1, 1995 (56 MONTHY LEASE PAYMENTS REMAINING)
- -----------------------------------------------------------
ADDITION I $181,250.64
RATE FACTOR PER $1,000 $23.408
ADDITION 1 MONTHLY LEASE PAYMENT $4,242.71
TOTAL MONTHLY LEASE PAYM.ENT $11,154.05
EFFECTIVE SEPTEMBER 1, 1996 (41 MONTHLY LEASE PAYMENTS REMAINING)
- ------------------------------------------------------ ----------
ADDITION II $164,516.10
RATE FACTOR PER $1,000 $29.610
ADDITION II MONTHLY LEASE PAYMENT $4,871.32
TOTAL MONTHLY LEASE PAYMENT $16,025.37
EFFECTIVE JANUARY l. 1997 (37 ..MONTHLY LEASE PAYMENTS REMAINING
- ----------------------------------------------------------------
ADDITION III $264,356.65
RATE FACTOR PER $1,000 $32.229
ADDITION III MONTHLY LEASE PAYMEN'I' $8,519.95
TOTAL MONTHLY LEASE PAYMENT $24,545.32
EFFECTIVE FEBRUARY 1, 1997 (36 MONTHLY LEASE PAYMENTS REMAINING
- ---------------------------------------------------------------
ADDITION IV $ 68,015.31
RATE FACTOR PER $1,000 $32.976
ADDITION IV MONTHLY LEASE PAYMENT $2,242.87
TOTAL MONTHLY LEASE PAYMENT $26,788.19
EFFECTIVE APRIL 1, 1997 (34 MONTHLY LEASE PAYMENTS REMAINING
- ----------------------------------------- ------------------
ADDITION V $63,595.58
RATE FACTOR PER $1,000 $34.603
ADDITION V MONTHLY LEASE PAYMENT $ 2,200.60
TOTAL MONTHLY LEASE PAYMENT $28,988.79
EFFECTVE MAY 1, 1997 (33 MONTHLY LEASE PAYMENTS REMAINING)
- ----------------------------------------------------------
ADDITION VI $87,896.85
RATE FACTOR PER $1,000 $35.020
ADDITION VI MONTHLY LEASE PAYMENT $3,078.15
TOTAL MONTHLY LEASE PAYMENT $32,066.94
</TABLE>
<PAGE>
Installation Site: New York, NY
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
<S> <C> <C>
ITEM 01
CMF-00, CCS-03
--------------
822068-812 Diag. Grading Panel 1
822003-596A PWBA, (2W) SI HDI 4
822002-526 PWBA, TSI PGH I/F 4
207800-482 Cable Assembly (TSI/PGH) 4
822005-546A PWBA, (2W) TPPO HDI 2
822006-566A PWBA TPP1 2
822017-556A PWBA, T PP2 2
DTF-03
817577-900 MG Basic DTF Assembly 1
817577-901 MG, DS1 Host CUA 6
817577-902 MG, Basics PWBAs DS1 CUA 6
207600-225 Frame Weldment 1
207800.079 Pkg Assy Front Door Mtg Hardware 1
207800-080 Pkg Assy Rear Door Mtg Hardware 1
207600-158 Door Assembly, Right I/O 2
207600-159 Door Assembly, Left I/O 2
207600-721 PWBA Guide 6
817560-606 PWBA, T1 Interface 48
817577-917 MG Blower w/Fan Alarm, Base 1
</TABLE>
<PAGE>
Stromberg-Carson
Installation Site: New York, NY
<TABLE>
<CAPTION>
PART NUMBER- DESCRIPTION
- ------------ -----------
<S> <C> <C>
Switching Equipment
ITEM 01
817577-900 DTF Frame Assembly 1
817577-901 DS-1 Host CUA 6
817577-902 DS-1 Basic PWBAs 6
817560-626 T-1 Interface PWBA 48
207600-225 OTF Frame Assembly 1
207600-721A Card Guide 6
2078004379 Front Door Mounting 1
2078004380 Rear Door Mounting 1
207600-158 Eight Door 2
207600-159 Left Door 2
817577-924 Ease Mount Blower Assembly 1
LTF-01
------
814574-900 LTF Frame Assembly 1
814574-901 Supervisory Panel 1
814574-904 Ejector Bar 2
814574-903 Terminator Assembly 1
207600-720 Card Guide 1
207600-210 LTF Frame Package 1
207600.-014 Terminal Block Assembly 1
</TABLE>
681113NY/1: 07/01/96 -2-
<PAGE>
Stromberg-Carson
Installation Site: New York, NY
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION
- ----------- -----------
<S> <C> <C>
Switching Equipment
ITEM 01
LTF-01 (Cont.)
--------------
814574-992 Universal Service CUA 1
814574-995 Basic PWBAs 1
814742-576 Digital DTMF Receiver PWBA (FOC) 1
814,571-686 Digital TMF Receiver PWBA 3
814572-576 Digital TMF Sender PWBA 3
81.4695-556 Digital DTMF Sender PWBA 3
814643-596 Digital DTMF Receiver PWBA 17
207600-160 Front Door Mounting 1
207600-471 Rear Door Mounting 1
207600-158 Right Door 2
207600-159 Left Door 2
CMF
814095-616 Service Group Diag. PWBA I
822003.596 1024 Port TSI PWBA 4
822002-526 TSI/PGH Interface PWBA 4
2078CO-.482 TSI/PGHGP Cable 4
822005-546 TPP 0 PWBA 2
822006-576 TPP 1 PWBA 2
82.2017-566 TPP 2 PWBA 2
822068.-811 Diag. Grading Panel CCS-02 1
</TABLE>
881113NY/1 : 07/01/96 -3--
<PAGE>
Installation Site: New York, NY
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION
- ----------- -----------
<S> <C> <C>
Switching Equipment
ITEM 01
PRT
817576-938 Circuit Breaker 4
Miscellaneous
4-24419-0290 DSX Panel, ADC DSX-DR 19 2
PJ716 8antem Patch Cord 8
DOC-ADD Additions Documentation 1
</TABLE>
881113NY/1: 07/01/98 -4-
<PAGE>
ACTION TEMPO EQUIPMENT LIST
>>>>> EQUIPMENT LIST AND WARRANTY INFORMATION ON NAMS SALE <<<<
<TABLE>
<CAPTION>
<S> <C>
CUSTOMER: Athena PROJECT CODE:
BUSINESS OFFICE ADDRESS:
BUSINESS OFFICE PHONE#: VOICE: ( ) FAX: ( )
SITE LOCATION:
SITE ADDRESS:
SITE PHONE#: VOICE: ( ) FAX: ( ) NAMS: ( )
SWITCH TECH:
SYSTEM NAME:
PURCHASE DATE: STARTUP DATE: WARRANTY END DATE:
PRIMARY SYSTEM EQUIPMENT: Name: Password:
:Make :Model # :Serial # :I/O :IRQ :ADDR :STK:
----- -------- --------- ---- ---- ----- -----
ACER I 4166 1900022075
KB ACER 6311-K --K6366280752P- ----
MON ACER 7134-T M3TP61113253
VC PCI
I t
HDC Adaptec Built-in I-AIC7870P -I-719411 ------
HD IBM DHFS MIA63 B94666ID-- =3 (4-GB)
HD IBM DRYS EC486509 ID =0 (4-GB)
HD IBM DHFS B81929 ID =1 (4 GB)
FD Mitsumi (1.44) D359T5 3170675
JU-475-5 00197599
FD Panasonic(1.2) ,,
TD Tandberg -TDC-42222--42205208-- ---ID=2
SL1 Digi Host Ad. (1P)77000218-095251179
SL1 Digi Conc. {1P)70000666 -09525179 ----
X25 SWG SGX 10870 300
15 D0000
X25 SWG -SGX-Daughter N/A
PRN Epson LP-870 -40Ul133226-- 7 -3bc-3be
RET RACAL PCI Interlan T2 -0207011BEAFC- -14-PCI Slot 1
SER ACER Built-in -Com 1/Com 2 -4/3-3f8/2f8 -
5X012024212
CD NEC -CDR222 - ,
DIA AVAS ' D 5--D2000-----
/21D CG209544
P/S DELTA -DPS350EB -Y2622003618
--
</TABLE>
I/P ADDRESS=
MORY=
<PAGE>
<TABLE>
<CAPTION>
:Key : Make : Serial # Activation Key #
- ---- ------ ---------- ----------------
<S> <C> <C> <C>
SCO UNIX sysV -2DC030716 Project Code
FoxPro--V2 6 N/A
NAMS ATC NAMS II-- N/A
I
TERM Century CSU150754U3 - -fencabnn
NETCOM II version 4 5 3a net25828 T
- c08a150e
</TABLE>
NOTES:
>>>>> EQUIPMENT LIST AND WARRANTY INFORMATION ON NAMS SALE <<<<<
CUSTOMER: Athena SITE LOCATION: Denver
STEM NAME:
SECONDARY SYSTEM EQUIPMENT: Name: Password:
<TABLE>
<CAPTION>
Key Make Model # Serial # I/O IRQ ADDR STK
- --- ---- ------- -------- --- ------------
<S> <C> <C> <C> <C> <C> <C>
I I
PC ACER -F520HB -1900022536 --
I
KB ACER -6311-K -K6366200166 P
MON ACER -7134T M3TP62407942
VC ET4W32-5 -0167237
I
HDC Adaptec (On-Board)-AIC-7870P---719411
HD IBM -DORS-32160-- -11S46H6072ZIMOOO2T6484--,-id=0
FD Mitsumi (1 44) D359T5 2974189
FD Panasonic (1.2) -JU-475-5 '00026718
CD Sony CDU-76S 5032202 id=2-
TD Tandberg 2.SGB TDC 4220 -42205084
- --
X 25 SWG --SGX -- ~ --10880
NET RACAL Interlan PCI T2 0207011C0368
I
SER ACER (Built-in) --
Power Supply DPS-2OOBP-8 S46150422818
I/P ADDRESS=
MEMORY=
SOFTWARE: Secondary
Key Make Serial # Activation Key #
- --- ---- -------- ----------------
<S> <C> <C> <C>
OS SCO UNIX sysV -2DG004883
NAMS ATC NAMS II
</TABLE>
<PAGE>
COMMUNICATIONS EQUIPMENT
<TABLE>
<CAPTION>
Key # Make# Model # Serial #
- ----- ----- ------- --------
<S> <C> <C> <C>
DSU DDC VRT-1 ( Stat-Mux )
DSU DDC VET-1 ( Stat-Mux )
DSU DDC VRT-1 (X.25 Link)
DSU DDC VRT-1 (X.25 Link)
Modem Multitec MT2834ZDX (Primary) 442500B
Modem Multitec MT2834ZDX (Secondary) 4425001
</TABLE>
LOG: ATHENA Primary & Secondary
96 Unpack and set up equipment. Perform operational checks. KP /-18-96
Disassemble equipment as necessary to obtain and log serial numbers from
individual boards and components. Gather and log software serial numbers and
activation keys. Configure and install AVAS, X25 boards and reassemble
equipment. Performed operational checks. JR -19-96 Secondary: Verified OS
version. Performed SCRATCH and BCHECK RC modifications. Checked serial and
parallel ports. Removed and reinstalled tape device. Configured printer. Made
Root & Boot and tape backup. Tuned shell and relinked kernel. Installed software
drivers for SGX and Dialogic boards. Loaded Where and CLS programs. Installed
TERM and NAMS. KP Also modified gettdefs and changed IRQ on Racel network card
to 14 and made ALAD driver and Boot disk, EISA Configuration Utility disk.
<PAGE>
Installation Site: New York, NY
item 01
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
<S> <C> <C>
Switching Equipment
Line Trunk Frame (L/TF)-
------------------------
OCCSLTFFRM Line Trunk Frame 1
814742-566 Diagnostic Test En/Monitor 1
LTFDOORS BTF Doors, Front & Rear 1
LINGRPCUA Line Group CUA (LTF) 1
SLTFUTSCUA Trk/Svc Ckt CUA Grp I
SLTFUSCUA Svc Ckt CUA Grp 6
814571-706 Digital TMF Rcv.(2/PWBA) 33
814572-576 Digital Sender (TMF/SATT) 9
814695-556 Digital DTMF Sender 9
814643-596 Digital DTMF Receiver 36
814742-576 (FOC) Digital DTMF Receiver 6
814574-936 2-Wire E&M Trunk PWBA 2
814574-932 Loop Trunk, Reverse Bat PWBA 1
Digital Trunk Frame (DTF)
OCCSDTFFRM Digital Trunk Frame 2
DTFDOORS DTF Doors, Front & Rear 2
SDS1HSTCUA DS1 Host CKD CUA 12
817560-626A T1 interface PWBA 96
817577-917A Blower Assembly w/fan Alarm 2
</TABLE>
-1-
<PAGE>
Installation Site: New York, NY
ITEM 01
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
<S> <C> <C>
Switching Equipment
Control '&-Maintenance Frame (CMF)
SCMFOCC Control & Manta Frame 1
CMFDOORS CMF Doors, Front & Rear 1
822068-819 --DLI Transfer 1
814635-086 PWBA Ring (N+1) 1
814721-666 Serial Line Unit PWBA 1
822010-676 Disk Drive Assay . 2
822010-656 Tape Drive 1
817702-556 Traffic Measurement/Rec. 1
817620-556 MSA PWBA 1
814727-626 J2 Maintenance Processor 1
822010-606 Power & Alarm PWBA 1
817680-606A BMUX PWBA 1
1
822222-606A DLI-II
TSIPWB17 TSI PWBA 8
822702-536A PXAM II - 4MB 2
822727-696A J-Processor (8MB) 2
814770-656 PXA Memory PWBA 1/Mbyte 1
TPPOPWB17 TPP PWBA (Sectors 0) 1
OCCSNCS Sync Network Clock (Slave) 1
822718-596 Feature Processor (PWBA) 2
814095-626 Service Group Diag PWBA 1
OCCTAPE Tape Control PWBAs 1
814722-216A RS232 Interface Module 7
</TABLE>
-2-
<PAGE>
Installation Site: New York, NY
ITEM 01
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION
- ----------- -----------
<S> <C> <C>
Switching Equipment
Power & Test Frame (PRT)
------------------------
SPRTF Power Ringing & Tst Fr 1
PRTDOORS PRT Doors, Front & Rear 1
817576-938 Circuit Breaker 100 Amp 9
814475-036 Alarm Sender PWBA 1
817576-912 Basic Cabinets & MTG for N+1) 1
814629-904 Ringing Generator (20 Hz) 1
817576-934 200VA DC/AC Non-Refund. Invtr 1
814215-820 Cook 4 Chan Announcer (NT5M) 1
203352-681 4 Channel Announcer 1
Automatic Message Accounting
----------------------------
SAMAFRM AMA Frame 1
AMADOORS AMA Doors Rear 1
814421-908 Cook 1600 BPI Tape Drives (2) 2
814421-909 Cook 1600 BPI Strapping 2
,%
Miscellaneous
4-24419-0290 DSX Pnl-ADC DSX-DR 19 w/cord 4
PJ716 Bantam Patch Cord 16
2200B Channel Access Unit 1
203352-645 9600 Full Duplex Modems 1
202975-592 7' x 19" Relay Rack 1
207800-284 Installation Material 1
200110-119 Fuse 1 1/3 amp 20
200110-129 Fuse 3 amp 10
200110-429 Fuse 10 amp 5
200110-139 Fuse 5 amp 10
</TABLE>
-3-
<PAGE>
<TABLE>
<CAPTION>
Installation Site: New York, NY
ITEM 01
Switching Equipment
<S> <C> <C>
Miscellaneous (Cont.)
SD0000 Std System Documentation 1
D0001 Specifications, Paper 2
D0002 Site Drawings, Paper 2
203352-600 - Hendry Filtered Fuse Panel 1
207630-911 Modem Eliminator OCC 2
207630-901 PKG Assy/Modem Eliminator 4
Superstructure & Cabling 1
Battery Distribution Frame
--------------------------
814053-043A .7ft Battery Discharge Frame 1
207521-733 Shield 1
Power Equipment
---------------
(Separate Item)
Distribution Frame Equipment
----------------------------
5065-8 Term Blocks Newton 8 x 26 4
5054 Newton Bracks (1 per 2 blks) 2
Maintenance & Administration Equipment
--------------------------------------
202958-464 Tape Cartridge 1
203352-608 Arrow Tape Drive Cleaning Kit 1
203352-677 ADDS Video Terminal 1
203352-283 Genicom 2120 Keyboard/Printer 1
7271-964 Box, Teleprinter Paper 1
-4-
</TABLE>
<PAGE>
Installation Site: New York, NY
ITEM 01
<TABLE>
<S> <C> <C>
PART NUMBER Spare Circuit Packs
- ---------------- -------------------
200110-099 Fuse 1/2, Amp 1
207630-042 Power Supply Shield 1
555020-125 Fuse, 3AG, 3A 1
555366-001 Switch, SPST 1
814288-526 Tape Diagnostic PWBA 1
814291-546 Tape Motion Cont, PWBA 1
814298-526 Tape Buffer PWBA 1
814439-056 PGC-1 PWBA 1
814440-076 PGC-2 PWBA 1
814441-056 MUX/DEMUX PWBA 1
814462-036A Power Supply PWBA 1
814463-026A Power Supply PWBA 1
814539-026 CMOS Codec Comm. PWBA 1
814727-626 J2 Maintenance Processor 1
817113-086 Power Supply PWBA . 1
817524-066A LTC Interconnect PWBA 1
817560-626A T1 Interface PWBA . 1
817561-526 T1 I/F Control 1 PWBA 1
817562-566 T1 I/F control 2 PWBA 1
817564-026A Power Supply PWBA 1
817581-026 DS1 Terminator PWBA 1
817702-556A TMRS Processor 1
822010-656 Tape Drive 1
822010-666 Tape Drive PWBA 1
822015-536 Clock Generator (SNC) PWBA 1
822024-036A Power Monitor PWBA 1
822033-596A MCG - II PWBA 1
822034-536A Master Clock Dist PWBA 1
822289-566A TBI II PWBA 1
</TABLE>
-5-
<PAGE>
<TABLE>
<CAPTION>
Installation Site: NewYork, NY
ITEM 01
DESCRIPTION - QTY
----------- - ---
<S> <C> <C>
PART NUMBER Spare- Circuit Packs (Cont.)
- ------------- ----------------------------
822723-556A Data Link III PWBA 1
822726-526A HD MSA/SL PWBA 1
822010-606A MSDA Pwr & Alarm 1
822010-636 Disk Drive Assy 1
822222-606A DLI-II 1
Software Features
-----------------
999948 OCC Basic Features Package 1
011219 Trunks Automatic Routine 1
Testing
011289 Out of Svc Limit for Server 1
Grp. Eq.
012970 Glare Guard 1
018000 Paginated Print-out 1
026609 Route Treatment Expansion 1
053140 Alarm Repeat Notification 1
053150 Alarm LSSGR Compliant. 1
053770 Alarm Spurt Alarm During 1
Transfer
056519 Automatic Switch-Over 1
146339 TMRS LSSGR Format 1
146429 TMRS Additional Matrix 1
Elements
146439 TMRS Additional Cell Grouping 1
Registers
146449 TMRS Separations Summary 1
Reporting
146459 TMRS Expanded Separations 1
Reporting
</TABLE>
-6-
<PAGE>
Installation Site: New York, NY
<TABLE>
<CAPTION>
DESCRIPTION QTY
----------- ---
<S> <C> <C>
ITEM 02 SS7 HARDWARE & SOFTWARE
- ------- -----------------------
822057-526 Signaling System Controller 2
822055--536 Communication Link Controller 2
814742-586 Continuity Test PWBA 3
003009/ SS-7 Software 1
003019
003069 Link Pair Software 2
826210 SS7 Optional Backward Call 1
Indication
826220 SS7- circuit Identification 1
(This Item is included in Item 01)
ITEM 02A SS7 SPARES
- -------- ----------
822057-526 Signaling System Controller 1
822055-536 Communication Link Controller 1
(This Item is included in Item 01)
ITEM 03 NAMS II
- ------- -------
NAMS II Used NAMS II from ISI Site I
ITEM 03A "A" LINKS
- -------- ---------
003069 "A" Links 1
(maximum additional available
is 11)
ITEM 04 "A" LINK CONSOLIDATION FEATURE
- ------- ------------------------------
003029 "A" Link Consolidation 1
</TABLE>
- 20 -
<PAGE>
SIEMENS
FAX TRANSMISSION
TO: LOCATION:
FROM: LOCATION:
DATE: NO. OF PAGES: PHONE: FAX:
7-7-98 cover + 5 407-942-5115 407-942-5194
SUBJECT:
NEW YORK FLOORPLAN
SPECIAL INSTRUCTIONS:
<TABLE>
<S> <C> <C> <C>
Siemens Telecom Networks 400 Rinehart Road Lake Mary, Florida 32746 (407) 942-5000
</TABLE>
Jtm 280-00l (10/97)
<PAGE>
Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE: Denver, Colorado
LEASE PAYMENTS (CONTINUED)
<TABLE>
<S> <C>
EFFECTIVE JUNE 1, 1997(32 MONTHLY LEASE PAYMENTS REMAINING)
- -----------------------------------------------------------
ADDITION VII $ 89,193.68
RATE FACTOR PER $ l,000 $35.965
ADDITION VII MONTHLY LEASE PAYMENT $ 3,207.85
TOTAL MONTHLY LEASE PAYMENT $35,274.79
EFFECTIVE JULY 1, 1997 (31 MONTHLY LEASE PAYMENTS REMAINING)
- ------------------------------------------------------------
ADDITION VIII S 58,013.66
RATE FACTOR PER $1,000 $36.971
ADDITION VIII MONTHLY LEASE PAYMENT $ 2,144.82
TOTAL MONTHLY LEASE PAYMENT S37,419.6I
EFFECTIVE OCTOBER 1, 1997 (28 MONTHLY LEAE PAYMENTS REMAINING)
- --------------------------------------------------------------
ADDITION IX $ 93,500.00 '
RATE FACTOR PER $ 1,000 $40.423
ADDITION IX MONTHLY LEASE PAYMENT $ 3,779.55
TOTAL MONTHLY LEASE PAYMENT $41.199.16
EFFECTIVE DECEMBER 21997, THE LEASE TERM IS EXTENDED FROM 60 TO 74 MONTHS.,
- ---------------------------------------------------------------------------
EFFECTIVE JANUARY 1,1998 (39 MONTHLY LEASE PAYMENTS REMAINING)
- --------------------------------------------------------------
ADDITION X S220,193.11
LEASE PAYMENTS ARE AS FOLLOWS:
01/01/98 - 03/01/98 S -0-
04/01/98 - 03/01/2001 S37,258.01
.TOTAL VALUE OF EQUIPMENT Sl,604.783,58
============
SUMMARY OF TOTAL LEASE PAYMENTS:
4 @ $ 6,911.34 = $ 27,645.36
15 @ $I 1,154.05 = $ 167,310.75
4 @ $16,025.37 = $ 64,101.48
1 @ $24,545.32 = $ 24.545.32
2 @$26,788.19 = $ 53,576.38
1 @ S28.988.79 = $ 28.988.79
1 @ $32,066.94 = $ 32.066.94
1 @ $35,274.79 = $ 35,274.79
3 @ $37,419.61 = $ 112258.83
3 @$41,199.16 = $ 123,597.48
3 @$ -0- = $ -0-
36@ $37,258.0 1 =-$1,341,288.36
- -- -------------
60 $2,010,654.48
=============
ACCEPTED BY:
DATE: MARCH 2/1997
</TABLE>
<PAGE>
SCHEDULE 1 OF EXHIBIT A
(CERTIFICATE OF DELIVERY AND ACCEPTANCE)
EQUIPMENT DESCRIPTION
The items of personal property to be leased pursuant to this Lease Agreement,
dated as of July 25, 1994 between Telecommunications Finance Group, as Lessor,
and Athena International Ltd. Liability Co. dba Athena International, LLC, as
Lessee, are described below and in the attached equipment list(s):
<TABLE>
<CAPTION>
Equipment List
Number [Description Amount
- ------ ------------ ------
<S> <C> <C>
DCO-481238 A Siemens Stromberg-Carlson $314,252.00
Digital Central Office Carrier Switch
Equipped and Wired for 1152 Digital
Ports (DCO-481238, Issue 1, Dated 05/19/94)
with a New Basic Release 12.1 CMF, A
o Used AMA Frame, SS7 with 800 Portability,
SS7 Spares, One (1) Additional Pair of
"A" Links, International Operator Service,
and Route by ANI on any 700/800
Number Including Installation
TFG-95029 ADDITION I 181,250.64
TFG-96152 ADDITION II 164,516.10
TFG-96181 ADDITION III 264,356.65
TFG-97189 ADDITION IV 68,015.3I
FG-97207 ADDITION V 63,595.58
TFG-97216 ADDITION VI 87,896.85
TFG-97242 ADDITION VII 89,193.68
TFG-97253 ADDITION VIII 58,013.66
TFG-97284 ADDITION IX 93,500.00
TFG-98018 ADDITION X 220,193.11
----------
TOTAL $ 1,604,783.58
==============
</TABLE>
The above described equipment installed at:
910 15th Street, Suite 667, Denver, Colorado 80202-2928
ACCEPTED BY:
DATE: MARCH 2, 1998
Dated: July 25, 1994
Revised: April 24, 1995
Revised: July 23, 1996
Revised: December 2, 1996
o Revised: January 13, 1997
Revised: February 25, 1997
Revised: March 25, 1997
Revised: May 7, 1997
Revised: June 11, 1997
Revised: September 3,1997
Revised: February 27,1998
<PAGE>
<TABLE>
<CAPTION>
EQUIPMENT LIST #TFG-98018 DATED: February 27, 1998
COMPANY: Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION: X
PART NO./DESCRIPTION QUANTITY AMOUNT
- -------------------- -------- ------
<S> <C> <C>
STN
---
RESTRUCTURE CHARGES $44,193.11
THIRD PARTY VENDOR- TELESELECT
------------------------------
VTS.60 MODEL NUMBER: 300-Y. ITS INCLUDING: 1 LOT 176.000.00
TSG VTS TERMINATION SOFTWARE PACKAGE, ----------
S/N VS97R01 -R02 2
ICS WIN/NT COMP SYS, S/N 9711010 & 9711011 2
DIALOGIC DTI300SC COM BDS, S/N CZ034563,
CZ021715 2
DIALOGIC DT1240SC COM BD, S/N CZ034121-25,
CZ034439 6
DATAKINETICS PCCS6 SS7 BD, S/N 01170 1
RAD KILOMUX 2000, S/N 7231604-606, 7182322,
7251281, 7251278 6
RAD KVG, 5-T1M, S/N 7451153-160, 162, 164-166 12
RAD KVF,5-T1S VOICE/FAX, S/N 7428554-57,
559-563,7414236-237,231,245,7411674-76) 16
RAD DXC HIGH SPEED I/O BOARDS, S/N 735504-
510, 512,497, 7290936-938 12
RAD DKC T1/E 1 DIGITAL CROSS CONNECT,
S/N 7440573-574 2
19" RACK, S/N 978721 1
UNINTERRUPTIBLE POWER SOURCE (UPS),
S/N 971355 2
RAD MBE ETHERNET BRIDGE, S/N 7455186 &
7430875 2
CSU/DSU, S/N 9711010-011 2
TOTAL $220,193. 11
========= ==
</TABLE>
<PAGE>
EQUIPMENT LIST #TFG-97284 DATED: September 3, 1997
COMPANY: Athena International Ltd. Liability Co.
dba Athena International, LLC --
SITE LOCATION: Denver, Colorado
ADDITION: IX
<TABLE>
<CAPTION>
PARTN0./DESCRIPTI0N QUANTITY AMOUNT
- ------------------- -------- ------
<S> <C> <C>
THIRD PARTY VENDOR - TELEFLEX
-----------------------------
EQUIPMENT AS FOLLOWS: 1 LOT $93,500.00
P133-8 INTELINKW/8 DIALOGIC BOARDS 1 LOT ----------
D240SC-T1 CARD 2
DTI/240SC CARD 2
TOTAL $93,500.00
==========
</TABLE>
<PAGE>
EQUIPMENT LIST #TFG-97253 DATED: June 4, 1997
COMPANY: Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION: VIII
<TABLE>
<CAPTION>
PART NO./DESCR!PTION QUANTITY MOUNT
- -------------------- -------- -----
<S> <C> <C>
SS-C
SLU MULTI-TASKING PORT
ADDITION PER DCO-710017,
ISSUE 01, DATED 02/05/97
(S.O.#072091) AS FOLLOWS:
MATERIAL 1 LOT $ 456.00
INSTALLATION 2,500.00
FREIGHT 22.95
SEA 96019 EXPANSION OF ROUTE GUIDE INDEXES TO 4096 PER DCO- 681122, ISSUE 01,
DATED 07/09/96; RELEASE 15.0 RTU STARTUP (S.O.#072300) AS FOLLOWS:
MATERIAL 1 LOT 55,000.00
FREIGHT 34.71
TOTAL $58,013.66
</TABLE>
TFGLA204-S.WPT
<PAGE>
<TABLE>
<CAPTION>
(LETTERHEAD)
Installation Site: Denver, CO
PART-NUMBER DESCRIPTION
- ----------- -----------
<S> <C> <C>
Switching Equipment
ITEM 01
SLU PWBA (CMF-00)
814722-216 PWBA, SLU Panel RS232 I
207630-857 Package Assy, Module Hardware 1
825079 Multi-Tasking Software 2
NOTE: Each SLU PWBA has two ports on it, therefore two multi-tasking software ports are shown.
</TABLE>
710017CO/1: 02/05/97
- 2-
<PAGE>
EQUIPMENT LIST #TFG-97242 DATED: May 7,. 1997
COMPANY: Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION: VII
<TABLE>
<CAPTION>
PART NO./DESCRIPTION OUANTITY AMOUNT
- -------------------- -------- ------
<S> <C> <C>
SS-C
----
A FULLY EQUIPPED DTF-04 FRAME
PER DCO-710015, DATED 01/23/97
(S.O.#071631) AS FOLLOWS:
MATERIAL 1 LOT $ 60,787.00
INSTALLATION 9,100.00
FREIGHT 590.5 I
HENDRY FUSE PANEL PER DCO-710008,
ISSUE 02, DATED 12/06/96 (S.O.#071982)
AS FOLLOWS:
MATERIAL 1 LOT 1,732.00
LABOR 1,900.00
FREIGHT 84.17
TOLL FREE NUMBER EXPANSION (S.O.#072119) 1 LOT 15,000.00
---------
TOTAL $89,193.68
==========
</TABLE>
<PAGE>
SIEMENS
Stromberg-Carlson
Installation Site: Denver, CO
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
<S> <C> <C>
ITEM 01
DTF-04 Frame Addition
---------------------
817577-900 Frame MG 1
817577-901 MG, DS1 Host CUA 6
817577-902 MG, Basics PWBAs DS1 CUA 6
207600-225 Frame Weldment 1
207800-079 Pkg Assy Front Door Mtg Hardware 1
207800-080 Pkg Assy Rear Door Mtg Hardware 1
207600-158 Door Assembly, Right I/0 2
207600-159 Door Assembly, Left I/O 2
207600-721 PWBA Guide 6
817560-606 PWBA, T1 Interface 48
817577-917 MG Blower w/Fan Alarm, Base 1
PRT-00
------
817576-938 Mod Group, Circuit Breaker 2
</TABLE>
710015CO/1: 01/23/97
- 1 -
<PAGE>
SIEMENS
Stromberg-Carlson
Installation Site: Denver, CO
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
<S> <C> <C>
ITEM 01 (Cont.)
Miscellaneous
-------------
DSX-DR19 Cross Connect Panel 2
202975-592 Relay Rack (Lorain) 1
DOC-ADD Additions Documentation 1
ITEM 02
LTF-01 Frame Addition
---------------------
814574-900 MG Basic Frame Assy, LTF 1
814574-901 MG Supervisory Panel Assy 1
814574-904 MG Pkg Assy, Ejector Bar, Top 1
814574-903 Mod Group Term Assy Power 1
207600-720 PWBA Guide 1
207600-210 Pkg Assy, Frame Weldment 1
207600-014 Pkg Assy, LTF Term Block EMC 1
814574-992 MG Service Circuit CUA 1
814574-995 PWBA Mod Group-Basic PWBA 1
207600-160 Pkg Assy Front Door Mtg Hdw 1
207600-471 Pkg Assy Rear Door Mtg Hdw 1
</TABLE>
710015CO/1: 01/23/97
-2-
<PAGE>
Installation Site: Denver, CO
<TABLE>
<CAPTION>
ITEM O1
PART NUMBER DESCRI PTION QTY
- ----------- ------------ ---
<S> <C> <C>
Miscellaneous
-------------
203352-600 OEM Equipment, Fuse Panel 1
020785-086 100' Red Power Cable 1
020785-065 100'Black Power Cable 1
Documentation
-------------
DOC-ADD Additions Documentation 1
NOTE: The ADC Cross Connect Panel and Hendry Fuse Panel must be ordered for 23" mounting.
</TABLE>
710008CO/2:12/06/96
- 2
<PAGE>
EQUIPMENT LIST #TFG-97216 DATED: March 25, 1997
COMPANY: Athena International Ltd. Liability Co.
dba Athena Intentional, LLC
SITE LOCATION: Denver, Colorado
ADDITION: VI
<TABLE>
<CAPTION>
PART NO./DESCRIPTION QUANTITY AMOUNT
- -------------------- -------- ------
<S> <C> <C>
ss-c
AN UPGRADE TO RELEASE 14.0 PER
DCO-681152, ISSUE 01, DATED 08/19/96
(S.O.#071521) 1 LOT $15,000.00
ONE COMMON CONTROL SECTOR ADD PER DCO-781001, ISSUE 01, DATED
10/02/96 (S.O.#071523) AS FOLLOWS:
MATERIAL 1 LOT 19,730.00
INSTALLATION 3,000.00
FREIGHT 84.10
200 AMP DISTRIBUTION PANEL WITH
BUS BAR, CABLES, 10-10 AMP BREAKERS
PER DCO-710002, ISSUE 01, DATED 10/28/96
(S.O.#071801 ) AS FOLLOWS:
MATERIAL 1 LOT 1,360.00
INSTALLATION 2,200.00
FREIGHT 44.75
REAL TIME ANI FEATURE #823435
(S.O.#071805) 1 LOT 26,666.00
THIRD PARTY VENDOR - CIBER NETWORK
----------------------------------
EQUIPMENT AS FOLLOWS: 1 LOT 19,767.00
D4841A/LH PRO 6/200, S/N SG63400748 1
D3583C/4.2GB F/W HOT SWAP HDD 4
D4295A/32MB DIMM MEMORY UPGRADE 1
JC-14WIVMA/MSYNC C400, 14, 128ONI.,
28D, 60HZ 1
J317 1A/10/100 TX PCI ADAPTER 2
D4921A/REDUNDANT POWER SUPPLY 1
N3-IL40-U/INOCULAN, 4.0, SRVR, UNLTD
USERS 1
ILWS-41- l/INOCULAN FOR CLIENT-SINGLE
WORKSTATION 1
00662644127330/NW 3.12 50 USER UPG TO
4.11 INTRNW 1OOU 1
SHIPPING COST 45.00
-----
TOTAL 87,896.85
=========
</TABLE>
TFGLA20-1-5.WPT
<PAGE>
SIEMENS
Stromberg-Carlson
Installation Site: Denver, CO
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
<S> <C> <C>
ITEM 01
CCS -03
-------
822068-811 Diag Grading Panel 1
822003-596A PVVBA, (2W) TSI HDI 4
822002-526 PWBA, TSI PGH I/F 4
207800-482 Cable Assembly (TSI/PGH) 4
822005-546A PWBA, (2W) TPPO HDI 2
822006-566A PWBA TPP1 (For Addition) 2
822017-556A PWBA TPP2 (For Addition) 2
DOC-ADD Additions Documentation 1
</TABLE>
781001CO/1: 10/02/96
- 1 -
<PAGE>
EQUIPMENT LIST #TFG-97207 DATED: February 25, 1997
COMPANY: Athena Intentional Ltd. Liability Co.
dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION: V
<TABLE>
<CAPTION>
PART NO./DESCRIPTION QUANTITY MOUNT
- -------------------- -------- -----
<S> <C> <C>
SS-C
- ----
2 EJH PROCESSORS WITH 1 SPARE
PER DCO-745002, ISSUE 01, DATED
10/17/96 (S.O.#071522) AS FOLLOWS:
MATERIAL 1 LOT $30,420.00
INSTALLATION 2,000.00
FREIGHT 25.58
1 A-LINK PAIR FEATURE #003069
(S.O.#071802) AS FOLLOWS:
MATERIAL 1 LOT 7,170.00
SCAT 330.00
THIRD PARTY VENDOR - TELEFLEX
P133-4 INTELINK W/4 DIALOGIC BOARDS 1 23,650.00
---------
TOTAL $63 595.58
=== ======
</TABLE>
<PAGE>
EQUIPMENT LIST #TFG-97189 DATED: January 13, 1997
COMPANY: Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE LOCATION: Denver, Colorado -
ADDITION: IV
<TABLE>
<CAPTION>
PARTNO./DESCRIPTION QUANT1TY AMOUNT
- ------------------- -------- ------
<S> <C> <C>
ss-c
-------
DTF-03 FULLY EQUIPPED (S.O.#071045)
AS FOLLOWS:
MATERIAL 1 LOT $60,000.00
INSTALLATION 7,500.00
FREIGHT 515.31
------
TOTAL $68,015.3I
==========
</TABLE>
TFGLA204-S.WPT
<PAGE>
SIEMENS Proposal No.
Issue No: 1
Stromberg-Carlson Date: June 24, 1996
Installation Site: Denver, CO
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
<S> <C> <C> <C>
ITEM 01 (Cont.)
Miscellaneous
-------------
DSX-DR19 Cross Connect Panel 2
DOC-ADD Additions Documentation 1
ITEM 02
DTF-04
------
817577-900 Frame M/G 1
817577-901 MG, DS1 Host CUA 6
817577-902 MG, Basics PWBAs DS1 CUA 6
207600-225 Frame Weldment 1
207800-079 Pkg Assy Front Door Mtg Hdw 1
207800-080 Pkg Assy Rear Door Mtg Hdw 1
207600-158 Door Assy, Right I/O 2
207600-159 Door Assy, Left I/O 2
207600-721 PWBA Guide 6
817560-606 PWBA, T1 Interface 48
817577-917 MG Blower w/Fan Alarm, Base 1
PRT-O0
------
817576-938 Mod Group, Circuit Breaker 2
Miscellaneous
-------------
DSX-DR19 Cross Connect Panel 2
DOC-ADD Additions Documentation 1
</TABLE>
681108CO
<PAGE>
[start here]
S I E M E NS Proposal No.: DCO-681108
Issue No.: 1
Stromberg-Carlson Date: June 24, 1996
Installation Site: Denver, CO
<TABLE>
<CAPTION>
DESCRIPTION g/X
----------- ---
<S> <C> <C>
ITEM 03
Power System Add On
4DDV85-19 Battery 765 Amp Hour
203352-580 Battery Charger, 100 Amp 1
NOTE: This additional power equipment is required for
this addition, but is shown as an option for the
Customer,
ITEM 04
LTF-00
814574-992 MG Service circuit CUA 1
B14574-995 PWBA Mod Group-Basic PWBA 1
207600-720 PWBA Guide 1
814742-536 PWBA, Univ Service circuit 12
814695-556 PWBA (1w) DTMF Dig. Sender 3
814571-766 PWBA (1W) Rovr/Vact/Evact 5
814572-576 PWBA (1W) Dig, Sender TMF 2
NOTE: These Service Circuits are required dependent upon the percentage of SS7 use.
</TABLE>
-3-
<PAGE>
<TABLE>
<CAPTION>
ACTION TELCOM EQUIPMENT LIST
Key Make Model # Serial I/O IRQ ADDR STK
--- ---- ------- ------ --- ---- ----- ---
<S> <C> <C> <C> <C> <C> <C> <C>
PC ACER___________________________9000_______________________1900031490___________________________________________
KB ACER___________________________6311K______________________K6366281224P_________________________________________
MON ACER___________________________7134T______________________M3TP63201016_________________________________________
VC ATI____________________________MACH- 64_______________________O/B __________________________9__________________
HDC Adaptec________________________AIC-7880P__________________722511 O/B______________ID=7_____11__________________
HD IBM____________________________DFHS_______________________MIAG3B46894_____________ID=0_________________________
HD IBM____________________________DFHS_______________________MIAG3B35970_____________ID=1_________________________
HD IBM____________________________DFHS_______________________MIAG3B32873_____________ID=3_________________________
FD Mitsumi_____(1.44)_____________D359T5_____________________3553179___________________________6__________________
FD Panasonic(1.2)_________________JU-475-5-A67_______________00132626_____________________________________________
TD Tandberg_______________________TDC-4222___________________42205281________________ID=2_________________________
SL1 Digi Host Ad.__________________IP-________________________09515816______________________________F0000000_______
SL1 Digi Conc______________________IP- 50000585-01____________SE7700798____________________________________________
X25 SWG____________________________SGX______________________________________________________________DO000__________
X25 SWG____________________________SGX-Daughter____________________________________________________________________
PRN Epson__________________________LP-870_____________________40Ul134522_______________________7___________________
NET RACAL__________________________InterLan T2________________0207011BBC1E_____________________9___________________
SER ACER____________________________Built-in COM 1_______________COM 2_______________4/3____3f8/2f8________________
CD SONY___________________________CDU765_____________________5096166_________________ID-5_________________________
DIA AVAS__Ver 2.50_________________D/21D______________________CG030890_________________________5____D2000__________
P/S DELTA__________________________DPS-350EB__________________42613001347__________________________________________
I/P ADDRESS= 193.1.94.50 aidcpri aidcpri.aidc.com
MEMORY= 32 MB
SPEED= 166 MHZ
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SOFTWARE: Primary System
Key Make Serial # Activation Key #
--- ---- -------- ----------------
<S> <C> <C> <C>
SCO UNIX sysV 2DH030846 etppl4df
B SCO PoXPro Version 2.6
NAMS ATC NAMS II
TERM Century CSU151377 bbaammph
NETCOM II net26106 X21f4ceff Ver. 4.5.3a
Key Make Model # Serial I/O IRQ ADDR STK
--- ---- ------- ------ --- ---- ----- ---
PC ACER F520 HB_____________________1900027152_________________________________________
KB ACER 6311-K______________________K63661001190_______________________________________
MON ACER 7134T_______________________M3TP63201025_______________________________________
VC ____________________________0167823____________________________________________
HDC Adaptec ____________________________O/B________________________________________________
HD LBM DORS-32160__________________11S46H6072Z1M002T0935_______________id=O___________
FD (1.44) D359T5______________________3546876____________________________________________
FD (1.2) F833B_______________________346506_____________________________________________
TD ____________________________42212493___________________________________________
X25 SWG ____8GX_____________________011151_________________________15___D0000__________
NET RACAL PCI ____________________________0207011BEA64___________________10__________________
SER ACER ____________________________O/B COM 1 /COM 2_______________4/3_________________
I/P ADDRESS= 193.1.94.60
MEMORY= 16 MB
SOFTWARE:
Key Make Serial # Activation Key #
--- ---- -------- ----------------
OS SCO UNIX sysV 2DH030858 arbvbtwh
NAMS ATC NAMS II
TERM Century CSU150065U3 lpomflii
</TABLE>
<PAGE>
EQUIPMENT LIST #TFG.96152 DATED: July 23,1996
COMPANY: Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION: II
<TABLE>
<CAPTION>
PART NO./DESCRIPTION QUANTITY AMOUNT
<S> <C> <C>
SS-C
1152 PORT ADDITION PER DCO-681024, ISSUE 3, DATED 02/26/96 AND CCS7 LINK PAIR
SOFTWARE 003069 (S.O.#069395) AS FOLLOWS:
MATERIAL 1 LOT
$123,857.00
INSTALLATION
10,500.00
SOFTWARE
14,450.00
FREIGHT
529. 10
Third Party Vendor - Tele-Flex Systems
EQUIPMENT AS FOLLOWS: 1 LOT 15,180.00
6606 1.96 DISK DRIVE, S/N'S CA2C12A/BA2C12A,
AA2C12A 3
6523 DEVICE CONTROLLER, S/N DA2C12A 1
TOTAL $
164,516. 10
</TABLE>
TFCLA20-1-6-WPT
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
AR. -20' 96(WED) 13:03 TEL:01 P. 005
SIE M E N S Proposal No.:DCO-681024
- Issue. No.: 3
.. ..
Stromberg-Carlson Date: February 26, 1996
Installation Site: Denver, CO
PART NUMBER DESCRIPTION QTY
ITEM 01
817577-900 DTF Frame Assembly 1
817577-901 DS-1 Host CUA 6
817577-902 DS-1Basic PWBAs 6
817560-626 T-1 Interface PWBA 48
207600-225 DTF Frame Package 1.
207600-721 Card Guide 6
207800-079 Front Door Mounting 1
.207800-080 Rear Door Mounting !
207600-158 Right Door 2
207600-159 Left Door 2
827577-924 Base Mount Blower Assembly 1
LTF-O1
814574-992 Universal Service CUA 3
814574-995 Basic PWBAs 3
814571-686 Digital TMF Receiver PWBA 14
814572-576 Digital TMF Sender PWBA 3
814695-556 Digital DTMF Sender PWBA 3
814643-596 Digital DTMF Receiver PWBA o 13
CMF
814095-616 Service Group Diag PWBA~ 1
822003-596 1024 Port TSI PWBA 4
822002-526 TSI/PGH Interface PWBA 4
-1-
681024C0
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
MAR. 20 96(WED) 13:04 TEL:01 P 006
S I EM E N S Proposal No.: DCO=681024
" Issue No.: 3
, ' .
Stromberg-Carlson Date: February 26, 1996
Installation Site: Denver, CO
PART NUMBER DESCRIPTION
ITEM 01 (Cont.)
(Cont.)
207800-482 - .TSI/PGHGP Cable
822005-546 TPP O PWBA 2
822006-576 TPP 1 PWBA 2
822017-566 TPP 2 PWBA 2
822068-810 Diag Grading Panel CCS-01 1
817576-938 circuit Breaker 2
Miscellaneous
4-24419-0290 DSX Panel, ADC DSX-DR 19 2
PJ716 Bantem Patch Cord 8
DOC-ADD Additions Documentation 1
ITEM 02
Additional A-Links
003069 CCS7 Line Pair Software
</TABLE>
1
<PAGE>
Athena International, TBD
..
DCO-481238, 05/19/94, Issue 01
<TABLE>
<CAPTION>
DESCRIPTION QTY
<S> <C> <C>
ITEM 01
DIGITAL TRUNK INTERFACE FRAME, USED "
Digital Trunk Frame 1
CUA-Digital Trunk 6
T1 Interface (Trk + Oper) 48
DTF CUA-Basic PWBA 6
Rear Doors (HW=207600-471A) 1
Front Doors (HW=207600-160A) 1
Blower Assembly, Base Mtg. 1
PWBA Guides (1/CUA) 6
Frame & Joining HW 1
Structural Bracing 1
Frame Package 1
Terminal Block 1
LINE/TRUNK FRAME, USED
Line Trunk Frame (Analog) 1
Supervisory Panel 1
Term Assembly PWBA !
CUA-LTF Line Group 1
Basic PWBA for DAL CUA/Opt 1
Loop Trk, Reverse Battery 1
2W E&M Trunk 2
Frame Package 1
Terminal Block 1
PWBA Guides (1/CUA) 4
Sender PWBA, TMF (Digital) 4
Receiver PWBA, DTMF (STD) 1 7
Receiver PWBA, DTMF (FOC) 0
Structural Bracing 1
Receiver PWBA, TMF/EVACT 1 0
Sender PWBA, DTMF (Digital) 4
Rear Doors (HW=207600-471A) 1
Front Doors (HW=207600-160A) 1
CUA- Trunk Service Group 1
CUA-Service Group 2
Basic PWBA for Service Circuit CUA 2
Basic PWBA for Analog CUA 1
Page 1
</TABLE>
<PAGE>
Athena International, TBD
DCO-481238, 05/19/94, Issue 01 .-
<TABLE>
<CAPTION>
DESCRIPTION QTY
CONTROL & MAINTENANCE FRAME, NEW
<S> <C>
CMF II 1
Frame Weldment 1
Power Supply Door 1
Pkg. Assembly, Front Trim 1
Rear Door Mounting Hardware 1
Rear Trim Package 1
Right Front Door 1
Left Front Door 1
.. Door Assembly Right Rear 1
Door Assembly Left Rear 1
Door Assembly Power Supply 1
Earthquake Cabinet Joining 1
Basic TSI/TPP 1
PWBA, Timeslot Interchange 4
TSI PGH Interface Card 4
Basic CP PWBA 1
MCG ll PWBA 2
DLL II PWBA 2
Cable Assembly, DLI II 1
PWBA, Feature Processor II 2
Cable Assembly, FP II 1
J Processor CP E/W 8 Mb Memory 2
SNC Clock 1
DCO-E Interface 1
PWBA SLU Panel 6
Blank Panel Package Double 1
Basic MP PWBA 1
PWBA, TMP 1
Cable Assembly, TMP 1
PWBA, Bus Multiplexer II 1
PWBA, Mass Storage Adapter 1
PWBA, J Processor with 2 MB Memory 1
PWBA (2W) PXAM II 1
PWBA, Serial Line Unit 1
MG Basic PWBA MSS CUA 1
Tape Cartridge, MSS 1
Head Cleaning Kit, MSS 1
Basic PWBA, Maintenance and TAS 6
</TABLE>
Page 2
<PAGE>
(degree)(degree)
Athena International, TBD
DCO-481238, 05/19/94, Issue 01
<TABLE>
<CAPTION>
DESCRIPTION..........................................QTY
<S> <C>
PWBA TAS CONTROL ..............................................
..................................................... 1
Diagnostic Grading Panel........................................... .1
Release 12 Software................................................. 1
POWER, RINGING & TEST FRAME, USED
PRT 00 Frame & Power Dist. 1
100A Circuit Breaker Package 9
5A Circuit Breaker -AC 1
7A Circuit Breaker -AC 1
Ring Generator Cabinet 1
Ring Generator- 20 Hz 1
Ring Mux & Serializer PWBA 2
RM&M Optional Wiring 1
Rear Doors (HW=207600-471A) 1
Front Doors (HW=207600-160A) 1
Cable Assembly 1
Structural Bracing 1
COMMON EQUIPMENT FRAME, USED
19" Relay Rack (DSX/Misc.) 1
Relay Rack Fuse Panel . 1
Battery Discharge From-top 7' 1
Package Assembly I/O EMC Earthquake 1
Wall Mounted. Newton Term Block/Bar 2
Installation Material 1
SCAT Package 1
Structural Bracing 1
Sup'str/Power & Intercom Cab. 1
Office Related Drawings 3
Standard Documentation 3
S/C Practices (SCPs) 1
AUTOMATIC MESSAGE ACCOUNTING, USED
AMA Frame Top Entry Cable 1
AMA Basic PWBA 1
Magnetic Tapes 1
1600 BPI Tape Drives 2
</TABLE>
<PAGE>
Athena International, TBD
DCO-481238, 05/19/94, Issue 01
<TABLE>
<CAPTION>
DESCRIPTION QTY
<S> <C>
1600 BPI Strapping 1
1600 BPi Software I/F 1
Rear Doors 1
Structural Bracing 1
MISCELLANEOUS HARDWARE, USED
300/1200 Baud Modem 1
Cook NT5M Digital Announcer 1
Structural Bracing Mod Grp 4
Genicom 2120 Prntr DC 1
DEC VT 320 CA CRT 1
DC-AC 200 VA Invert 1
- - DSX PnI-ADC DSX-DR19 W/CORDS 4
ADC 2200B Test Access 1
POWER EQUIPMENT, USED
Batt Charger 100 Amp./50V 1 Ph 2
Charger Rack Mtg. Assembly 7' 1
Battery Rack-With Bracing 1
Exide DD Battery 700 AH 1
SPARE PARTS, USED
Common Control Spares 1
Basic LTF Spare Parts 1
DTF PWBA Cluster Spare 1
Basic DTF Spare Parts 1
AMA Spare Parts 1
CMF 11 Spares, NEW
PWBA, Tape Drive 1
PWBA, 91 MB Disk Drive 1
PWBA, Power and Alarm 1
PWBA, Master Clock Osc 1
PWBA, Power Monitor 1
PWBA, MCG II 1
PWBA, Master Clock Dist II 1
PWBA, DLI II 1
PWBA,TB I 1
</TABLE>
Page 4
<PAGE>
Athena International, TBD
DCO-481238, 05/19/94, Issue 01
<TABLE>
<CAPTION>
DESCRIPTION QTY
<S> <C>
PWBA, MSA/SL 1
PWBA, Data Link III 1
Traffic Measure Processor 1
PWBA, J Processor with 2 MB Memory 1
PWBA, Feature Processor II
SOFTWARE FEATURES
Software Generic Release 12.1 1
No. of NXX Ofc. Codes 512
Split Authorization Codes 1
Hot Line Routing 1
Fraud Detection-Pattern Recog. 1
Trunk Queuing with Override 1
DAL Directory No. Tables 1
Intercept to Announcer 1
Tape to Tape Transfer 1
Time Altered Least Cost Rtg 1
INWATS AC on FGB Circuits 1
Enhanced Fraud Detection 1
FGC Outgoing Operation 1
Digital Pad Control 1
Auth. Code Sending on FGA 1
Concurrent AMA\DLI 1
Shared Project Codes 1
FOC By Trunk Group 1
0+ Service Enhancement 1
User Alert Trace 1
Call in Progress Trace 1
INWATS AC on FGB Circuits 1
I/F to Smart Operator Pos. 1
Digital I/F to Remote Oper. 1
Inter-Operator Transfer 1
$CODE Overlay 1
Automatic Trunk Re-Attempt 1
Custom Int'cpt Announcement 1
Alarm Send 1
Speed Call-No. Pub 7/10D 10000
Speed Call - Private Lists 1 00
No. of Codes-Private 2400
Authorization Codes-Qt. 27000
Traffic Measurement Enhanced 1
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Athena International, TBD
DCO-481238, 05/19/94, Issue 01
.............. DESCRIPTION...................... QTY
<S> <C>
..............Multitasking Ports .................................
7 :.
- Selective Number B locking 1
AMA - Tape Operation 1
AMA - DLI I/F w Vendor Sys 1
Enhanced Partitioning 1
Interim 800 Service/10d Trnsltn 20000
Interface to Vendor CODC 1
Credit Card Special Dialing 1
Enhanced VACT Supervision 1
ANI Code Validation - 15 NPAs 1 5
Validated Project Code Size 4
.- Flat Rate Features 1
Operator Flag Digits 1
- - ANI Sending on FGD Trunk 1
Enhanced 800 INWATS Service 1
</TABLE>
I
Page 6
<PAGE>
<TABLE>
<CAPTION>
Athena International, TBD
DC0-481238, 05/19/94, Issue 01
DESCRIPTION QTY
<S> <C> <C>
ITEM 02 SS7 HARDWARE & SOFTWARE
Signaling System Controller 2
Communication Link Controller 2
Continuity Test PWBA 3
Data Link III 2
SS-7 Software 1
Miscellaneous cables
Link Pair Software
ITEM 02A SS7 SPARES
Signaling System Controller PWBA 1
Communication Link Controller PWBA 1
</TABLE>
Page 7
<PAGE>
<TABLE>
<CAPTION>
- ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC.
SITE: LOS ANGELES, CALIFORNIA
LEASE PAYMENTS
%
ADDENDUM TO LEASE AGREEMENT DATED October 31, 1996 BETWEEN
TELECOMMUNICATIONS FINANCE GROUP AND
ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL LLC
<S> <C> <C>
EFFECTIVE JUNE 1, 1997 (60 MONTHLY LEASE PAYMENTS)
ORIGINAL VALUE OF EQUIPMENT $370,908.98
RATE FACTOR PER $1,000 $21.993
ORIGINAL MONTHLY LEASE PAYMENT $8,I57.40
EF'FECTIVE JULY 1, 1997 (59 MONTHLY-LEASE PAYMENTS REMAINING)
ADDITION l $298,421.49
RATE FACTOR PER. $1,000 $21.771
ADDITION I MONTHLY LEASE PAYMENT $ 6,496.93
TOTAL MONTHLY LEASE PAYMENT $14.654.33
EFFECTIVE OCTOBER 1, 1997 (56 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION II $185.473.75
RATE FACTOR PER $1,000 $22.664
ADDITION II MONTHLY LEASE PAYMENT S 4203.58
TOTAL MONTHLY LEASE PAYMENT
$18,857.91
EFFECTIVE DECEMBER 2, 1997 LEASE TERM IS EXTENDED FROM 60 TO 63 MONTHS:
EFFECTIVE JANUARY 1, 1998 (56 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION III $ 22.777.76
LEASE PAYMENTS ARE AS FOLLOWS:
01/01/98-03/01/98 $ -O-
'.
04/01/98 - 08/01/2002 $19,401.61
TOTAL VALUE OF EQUIPMENT $877.581.98
SUMMARY OF TOTAL LEASE PAYNLENTS:
l @ $ 8,157.40 = $ 8,157.40
3 @ $14,654.33 = $ 43,962.99
3 @ $18.857.91 = $ 56,573.73
3 @ $ -0- = $ -0-
53 @ $19,401.61 =$1,028,285.33..
63 $1,136,979.45
ACCEPTED BY:
DATE: MARCH
</TABLE>
TFGLA206-6.WPT
<PAGE>
AMENDMENT TO LEASE AGREEMENT DATED October 31, 1996 BETWEEN
TELECOMMUNICATIONS FINANCE GROUP AND
ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC
FOR EQUIPMENT INSTALLED IN LOS ANGELES, CALIFORNIA
Effective December 2, 1997, the following sections of said Lease Agreement are
amended as follows:
1. Section 3:
The term of the lease changed from sixty, (60) months to sixty-three
(63) months.
2. Section 5(a):
The number of consecutive monthly installments of rent for the
Equipment is changed from sixty (60) months to sixty -three (63)
months.
TELECOMMUNICATIONS FINANCE GROUP ATHENA INTERNATIONAL
LTD. LIABILITY CO.
DBA ATHENA INTERNATIONAL, LLC
By: By: /s/ KEVIN H. POLLARD
------------------------------ -----------------------------
PRESIDENT & CEO
- -------------------------------- --------------------------------
Authorized Representative (Name & Title)
Date Signed: Date Signed: MARCH 2, 1998
--------------------- ---------------------
<PAGE>
SCHEDULE 1 OF EXHIBIT A
(CERTIFICATE OF DELIVERY AND ACCEPTANCE)
EQUIPMENT DESCRIPTION
The items of personal property to be leased pursuant to this Lease Agreement,
dated as of October 31, 1996 between TELECOMMUNICATIONS FINANCE GROUP, as
Lessor, and ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL,
LLC, as Lessee, are described below and in the attached equipment list(s):
<TABLE>
<CAPTION>
Equipment List
Number Description Amount
- -------------- ------------ ------
<S> <C> <C>
DCO-681161 USED 1152 PORT EQUIPPED AND WIRED $368,950.00
RELEASE 12.1; BASIC SS-7 WITH 800
PORTABILITY; SS-7 SPARES; POWER SYSTEM;
UPGRADE TO RELEASE 14.0; DE-INSTALL AT
CALGARY, PACK; RGL EXPANSION
INCLUDING INSTALLATION
FREIGHT 1,958.98
TFG-97245 ADDITION I 298,421.49
TFG-97278 ADDITION II 185,473.75
TFG-98016 ADDITION III 22,777.76
----------
TOTAL $877,581.98
===== ===========
</TABLE>
The above described equipment installed at:
800 West Sixth Street, Los Angeles, California 90017
ACCEPTED BY: /s/ KEVIN H. POLLARD
------------------------
DATE: March 2, 1998
--------------------------------
Dated: October 31, 1996
Revised: June 2, 1997
Revised: August 29, 1997
Revised: February 26, 1998
<PAGE>
EQUIPMENT LIST # TFG-98016 DATED: February 26, 1998
COMPANY: ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC
SITE LOCATION: LOS ANGELES. CALIFORNIA
ADDITION: III
<TABLE>
<CAPTION>
PART NO/DESCRIPTION QUANTITY AMOUNT
- ------------------- -------- ------
<S> <C> <C>
STN
RESTRUCTURE CHARGES $22,777.76
----------
TOTAL 22,777.76
===== ==========
</TABLE>
<PAGE>
EQUIPMENT LIST # TFG-97278 DATED: August 29, 1997
COMPANY: ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC
SITE LOCATION: LOS ANGELES, CALIFORNIA
ADDITION: II
<TABLE>
<CAPTION>
PART NO/DESCRIPTION QUANTITY AMOUNT
- ------------------- -------- ------
<S> <C> <C>
SSC
DTF-02 960 PORT ADDITION WITH ISDN,
PER DCO.710014, ISSUE 2, DATED 06/24/97;
ISDN TRANSPORT SOFTWARE; SERVICE
CUA WITH BASI'S; ISDN SPARE PWBAS;
DIU PWBA (2) INCLUDING INSTALLATION
(S.O.#071568) AS FOLLOWS:
MATERIAL 1 LOT 89,242.00
SOFTWARE 1 LOT 10,000.00
INSTALLATION 11,340.00
FREIGHT 3,774.75
REAL TIME ANI FEATURE #823435 (S.0. #071804)
AS FOLLOWS:
SOFTWARE RTU 1 LOT 26,667.00
ONE PAIR OF A. LINKS FEATURE #003069
(S.O.#072727) AS FOLLOWS:
SOFTWARE 1 LOT 6,895.00
SCAT 330.00
RELEASE 15.0 UPGRADE PER DCO-710024,
ISSUE 1, DATED 04/08/97 (S.O.#072810)
AS FOLLOWS:
MATERIAL 1 LOT 25,000.00
INSTALLATION 5,000.00
ONE A LINK PAIR (S.O.#073211) AS FOLLOWS:
SOFTWARE 1 LOT 6,895.00
SCAT 330.00
-----------
TOTAL $185,473.75
===== ===========
</TABLE>
<PAGE>
SIEMENS
STROMBERG-CARLSON
INSTALLATION SITE: LOS ANGELES, CA
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
<S> <C> <C>
ITEM 01
CMF-00 CCS-02
-------------
822068-812 Diag. Grading Panel 1
822003.596A PWBA, (2W) SI HDI 4
822002.526 PWBA, TSI PGH I/F 4
207800.482 Cable Assembly (TSI/PGH) 4
522005.546A PWBA, (2W)TPPO HOl 2
822006-566A PWBA, TPP1 2
822017-555A FWBA, TPP2 2
DTF-02
------
817577SO0A MG Basic DTF Assembly
817577.901A MG, DS1 Hos1 CUA 5
817577-902A MG, Basics PVVBAS DS1 CUA 5
207600-225A Frame Weldment 1
207800-079A Pkg Assy Front Door Mtg Hardware 1
207800-080A Pkg Assy Rear Door Mtg Hardware 1
207600.158A Door Assembly, Right IIO 2
207600-159A Door Assembly, Left IIO 2
817577-92D Cable Tie Assy 6
817560-626A PWBA, (2VV) TIF 40
817577-917A MF Fan Assy w/Alarm 1
</TABLE>
<PAGE>
SIEMENS
STROMBERG-CARLSON
INSTALLATION SITE: LOS ANGELES, CA
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
<S> <C> <C>
ITEM 01 (Cont.)
OTF-02 (Cont.)
------
817743-518 CUA, DIU 1
207800-539 Package Assy, DIU Mtg 1
817564-048 PWBA (2W) DS-1 Power Supply 2
817744-026 PWBA Div Terminator 2
207630-042 Shield Assembly 1
817742-536 PWBA (2W) DIU 2
PRT-00
------
817576-938 Mod Group, Circuit Breaker 2
Miscellaneous
DSX-DR19 Cross Connect Panel 2
DOC-ADD Additions Documentation 1
ITEM 01A
ISDN Transport
--------------
827010 ISDN Transport 1
</TABLE>
<PAGE>
SIEMEN
STROMBERG, CARLSON
INSTALLATION SITE: LOS ANGELES, CA
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
<S> <C> <C>
ITEM 02
LTR-00 MG
----------
814574-992 MG Service Circuit CUA 1
814574.-995 PWBA Mod Group Basic PWBA 1
207800-720 PWBA Guide 1
814742-536 PWBA, DTMF Rec 5
814742-575 PWBA. (1W) DTMF Rec Foc 3
814571-766 FW8A (1W) Receive:/NACT/EVACT TMF Rec 3
814695-556 PWBA (1W) DTMF Dig. Sender 2
814572.575 PWBA (1W) DIG Sender TMF 2
</TABLE>
NOTE: Requirements for additional Service Circuits are based upon SS7 usage in
the office. This CUA could mount in LTF,00 CUA posn. 01
ITEM 03
<TABLE>
<CAPTION>
ISDN Soare-PWBAS
----------------
<S> <C> <C>
817564.046 PWBA (2W) DS-1 Power Supply 1
817744-025 PWBA, Div Terminator 1
207830-042 Shield Assembly 1
ITEM 04
ISDN PWBA
---------
817742-536 PWBA (2W) DIU 1
</TABLE>
<PAGE>
EQUIPMENT LIST # TFG-97245 DATED: June 2, 1997
COMPANY: ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC
SITE LOCATION: LOS ANGELES, CALIFORNIA
ADDITION: I
<TABLE>
<CAPTION>
PART NO./DESCRIPTION QUANTITY AMOUNT
- -------------------- -------- ------
<S> <C> <C>
SS-C
A FULLY EQUIPPED DTF-02 FRAME
(1152 PORTS) PER DCO.681162, ISSUE
1, DATED 09/17/96 (S.O.#071175) AS
FOLLOWS:
MATERIAL 1 LOT $72,307.00
INSTALLATION 10,200.00
FREIGHT 24.05
765 AMP HOUR BATTERY PART #4-DAV85-19
WITH 1200 AMP HOUR CHARGER PER DCO-
710000, ISSUE 01, DATED 10/28/96; 2 EJH
PROCESSORS; 1 SPARE EJH PROCESSOR;
200 AMP DISTRIBUTION PANEL WITH BUS
BAR, CABLES AND 10-10 AMP BREAKERS
(S.O.#071800) AS FOLLOWS:
MATERIAL 1 LOT 52,773.00
INSTALLATION 12,200.00
FREIGHT 895.48
A HENDRY FUSE PANEL PER DCO-710009,
ISSUE 02, DATED 12/06/96 (S.O.#071983)
AS FOLLOWS:
MATERIAL 1 LOT 1,732.00
INSTALLATION 2,200.00
FREIGHT 78.50
THIRD PARTY VENDOR- ACTION TELCOM
PRIMARY SYSTEM; SECONDARY SYSTEM; AVAS
SYSTEM; TCP/P PACKAGE; NETPLAN PACKAGE;
REMOTE COMMUNICATIONS PACKAGE; BASIC
AGGRAGATOR PACKAGE; INSTALLATION;
TRAINING (SEE ATTACHED EQUIPMENT LIST) 1 LOT 111,650.00
THIRD PARTY VENDOR - TELLABS
81.2571/32MS T1 ECHO CANCELLER 8 17,655.00
FREIGHT 8.58
81.0257D/23" ECHO CANC MTG ASSY 1 836.00
FREIGHT 11.88
THIRD PARTY VENDOR. TTC
EQUIPMENT AS FOLLOWS: 1 LOT 15,807.00
CENTRAL OFFICE TESTING PKG, S/N 10347 1
RACK MOUNT, 19", 1402 1
RACK MOUNT ( 19") FOR 41934 1
CABLE. BANTAM TO BANTAM 10' 4
FREIGHT 43.00
-----
TOTAL $298,421.49
===== ===========
</TABLE>
<PAGE>
SIEMENS
STROMBERG-CARLSON
INSTALLATION SITE: LOS ANGELES, CA
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
<S> <C> <C>
ITEM 01
DTF-01
------
817577-900 Frame M/G 1
817577-901 MG, DS-1 Host CUA 6
817557-902 MG, DS-1 Basic PVVBA's 6
207600-225 Frame Weldment 1
207800-079 Package Assembly Front Door Mtg Hdw 1
207800-080 Package Assembly Rear Door Mtg Hdw 1
207600-158 Door Assembly, Right I/O 2
207600-159 Door Assembly, Left I/O 2
207600-721 PVVBA Guide 6
817560-606 PWBA, T1 Interface 48
817577-917 MG Blower w/Fan Alarm, Base 1
CMF-00, CCS-01
--------------
822068-811 Diag. Grading Panel 1
822003-596A PVVBA, (2W) TSI HDI 4
822002-526 PVVBA, TSI PGH I/F 4
207800-482 Cable Assembly (TSI/PGH) 4
822005-546A PWBA, (2W) TPP0 HDI 20
822006-566A PVVBA, TPP1 (For Addition) 2
822017-556A PWBA, TPP2 (For Addition) 2
</TABLE>
1
<PAGE>
SIEMENS
STROMBERG, CARLSON
INSTALLATION SITE: LOS ANGELES, CA
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
<S> <C> <C>
ITEM 01 ( Cont.)
PRT-00
------
817576-938 Mod Group, Circuit Breaker 2
Miscellaneous
-------------
DSX-DR19 Cross Connect Panel 2
DOC-ADD Additions Documentation 1
</TABLE>
2
<PAGE>
SIEMENS
STROMBERG-CARLSON
INSTALLATION SITE: LOS ANGELES, CA
ITEM 01
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
<S> <C> <C>
Miscellaneous
-------------
203352-600 OEM Equipment, Fuse Panel 1
020785-086 100' Red Power Cable 1
020785-065 100' Black Power Cable 1
Documentation
-------------
DOC-ADD Additions Documentation 1
</TABLE>
NOTE: The ADC Cross Connect Panel and Hendry Fuse Panel must be ordered for 23'
mounting.
2
<PAGE>
- --------------------------------------------------------------------------------
EQUIPMENT LIST AND WARRANTY INFORMATION ON NAMS SALE
- --------------------------------------------------------------------------------
CUSTOMER: ATHENA PROJECT CODE: 9205
BUSINESS OFFICE ADDRESS:
BUSINESS OFFICE PHONE#: VOICE: ( ) FAX: ( )
SITE LOCATION: Los Angeles
SITE ADDRESS: 800 W. 11th St. Ste 380, Los Angeles, CA, 10017
SITE PHONE#: VOICE: (213)622-4977 FAX: ( ) NAMS: ( )
SWITCH TECH: Wayne Carey
SYSTEM NAME:
PURCHASE DATE: STARTUP DATE: WARRANTY END DATE:
PRIMARY SYSTEM EQUIPMENT: Name: Password:
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
Key Make Model Serial # I/O IRQ ADDR STKI
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
PC ACER 9000 P/N 91AA984003 1900047309
KB ACER PS2 6311-k K6367171828P
MON ACER 34T UVGA 71~4T M3TP64711536
VC AII Built-In MacH64 215CT22200 9
HDC Adaptec Built-In AIC-7880P 722511 8400 11
HDC MYLEX DAC960PL 982139 8000 10 PCISLOT-1
HD IBM 4gig Channel-1 74G7005 M1AG3B59925 mdac id=0 Tray-l-F/W~
HD IBM4gig Channel-2~ DCAS-34330 B3A14326 mdacZid=0 Tray-5-F/W-
HD IBM4gig Ch~nel-2- DCAS-34330 B3A14421 mdac-id=l Tray-6F/W
FD Mitsumi (1.44) D359T5 3542754 3f2 6
TD Tandberg TDC-4222 42223862. alad 2, 5-gig
SL1 Digi Host Ad. 09527155 F0000000
SL1 Digi Conc. (1P)50000585 (S)E7702756 16-port DB-25
X25 SWG SGX 011311 300 15 D0000
PRN Epson LP-870 40Ul119747 3bc 7 /dev/lpo
NET 3COM 3C590 6GP14D256E 7000 14 PCISLOT-3-
SER ACER Built In com 3f8 4
SER ACER Built In com2. 3be 3
CD NEC CDR-222 5Z000214322 mdac id=5
DIA AVAS D/21D CG030890 5 D2000
P/S DELTA DPS-350EB Y2613001392 352-watts
</TABLE>
I/P ADDRESS= 206.142.142.97
MEMORY- 64 meg
SPEED= 166 mhz
<PAGE>
<TABLE>
<CAPTION>
SOFTWARE:
- -----------------------------------------------------------------------------------------------
Key Make License License License Registration
Number Code Data Key
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
OS SCO OpenServer 2DL091048 qwncovwn ezwzckaosk
Enterprise Sys
- -----------------------------------------------------------------------------------------------
OS SCO Advanced 2DL090568 qonorjmn k0;u1;mpyb07k; hhosbhoebh
File & Print
- -----------------------------------------------------------------------------------------------
OS SCO OpenServer 2DL083104 qbwdzhfc g0;k;u10;msmlf48 ezwzckaosk
User License
- -----------------------------------------------------------------------------------------------
</TABLE>
SOFTWARE:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
Key Make Serial # Activation Key # Version
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
NAMSI ATC NAMS II
X25 Netcom II net26414 D094339ff 4.5.4
COMM Term CSU152134U3 gbldbich 6.2
DB Foxpro 2.60
- -----------------------------------------------------------------------------------------------
</TABLE>
SECONDARY SYSTEM EQUIPMENT: Name: Password:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
Key Make Model # Serial # I/O IRQ ADDR STK
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
PC ACER 2133 1900054811
KB ACER 6311-K K6367031462P
MON ACER 7134T M3TP64712500
VC Built In
HDC Adaptec Built In 7400 11
IBM 2-gig DAC32160 11546H6125Z1M000001585 id=O
FD Mitsumi (1.44) D359T5 6K17MT0652 3f2 6
TD Tandberg 4220 4226686
X25 SWG SGX D01307 300 15 D0000
NET 3COM 3C590 6GF1657997 7000 14
PRN 7 /dev/lp0
SER ACER Built In coml 3f8 4
SER ACER Built In com2 2f8 3
</TABLE>
I/P ADDRESS= 206,142,142,96
MEMORY= 16 meg.....
SPEED= 133 mhz
SOFTWARE:
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
Key Make License License License Registration
Number Code Data Key
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
OS SCO OpenServer 2DL08564 kybwynit xzxzeqhghj
Enterprise Sys
- -----------------------------------------------------------------------------------------------
OS SCO Advanced 2DL085160 gwrqfqor k0;u1;mp8anw4 gttttqqobj
File & Print
- -----------------------------------------------------------------------------------------------
0S SCO Openserver 2DL089298 qbwdzhkx g0;k;u10;m14pzdk qbhqqaakjj
User License
- -----------------------------------------------------------------------------------------------
SOFTWARE:
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
Key Make Serial # Activation Key # Version
- -------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
NAMS ATC NAMS II
X25 Netcom II net26410 n901208fc 4.5.4
COMM Term CSU151463U3 hehJak 6.2
</TABLE>
COMMUNICATIONS EQUIPMENT:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
Key Make Model # Serial #
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
DSU DDC VRT-1 (Stat-Mux) 628439 (switch)
DSU DDC VRT-1 (Stat-Mux) 628444 (billing office)
EASY BRIDGE 3000 9604AF6222 (switch)
EASY BRIDGE 3000 9606AF7075 (billing office)
Modem Multitec MT1932zDX (Primary) 4797703
Modem Multitec MT1932ZDX (Secondary) 4724938
</TABLE>
<PAGE>
SIEMENS
STROMBERG-CARLSON
Installation Site: Los Angeles, CA
ITEM 01
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
<S> <C> <C>
Switching Equipment
Line Trunk Frame (LTF)
OCCSLTFFRM Line Trunk Frame 1
814742-566 Diagnostic Test Gen/Monitor 1
LTFDOORS LTF Doors, Front & Rear 1
LINGRPCUA Line Group CUA (LTF) 1
SLTFUTSCUA Trk/Svc Ckt CUA Grp 1
SLTFUSCUA Svc Ckt CUA Grp 4
814571-706 Digital TMF Rcv.(2/PWBA) 19
814572-576 Digital Sender (TMF/SATT) 6
814695-556 Digital DTMF Sender 6
814643-596 Digital DTMF Receiver 23
814742-576 (FOC) Digital DTMF Receiver 4
814574-936 2-Wire E&M Trunk PWBA 2
814574-932 Loop Trunk, Reverse Batt PWBA I
Digital Trunk Frame (DTF)
OCCSDTFFP Digital Trunk Frame 1
DTFDOORS DTF Doors, Front & Rear 1
SDS1HSTCUA DS1 Host Ckt CUA 6
817560-626A T1 Interface PWBA 48
817577-917A Blower Assembly w/fan Alarm 1
</TABLE>
681161CA/1:09/17/96 1
<PAGE>
SIEMENS
STROMBERG-CARLSON
Installation Site: Los Angeles, CA
ITEM 01
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
<S> <C> <C>
Switching Equipment
Control & Maintenance Frame (CMF)
SCMFOCC12.1 Control & Maint Frame OCC 12.1 1
CMFDOORS CMF Doors, Front & Rear 1
822068-819 DLI Transfer 1
814635-086 PWBA Ring (N+I) 1
814721-666 Serial Line Unit PVVBA 1
822010-676 Disk Drive Assy 2
822010-656 Tape Drive 1
817702-556 Traffic Measurement/Rec 1
817620-556 MSA PWBA 1
814727-626 J2 Maintenance Processor 1
822010-606 Power & Alarm PWBA : 1
817680-606A BMUX PWBA 1
822222-606A DM-11 1
TSlPWB17 TSI PWBA 4.
822702-536A PXAM II - 4MB 2
822727-696A J-Processor (8MB) 2
814770-656 PXA Memory PWBA 1/Mbyte 1
TPPOPVVB17 TPP PWBA (Sectors 0, 1) 1
OCCSNCS Sync Network Clock (Slave) 1
822718-596 Feature Processor (PWBA) 2
814095-626 Service Group Diag PWBA 1
</TABLE>
681161CA/1:09/17/96 2
<PAGE>
SIEMENS
STROMBERG-CARLSON
Installation Site: Los Angeles, CA
ITEM 01
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
<S> <C> <C>
Switching Equipment
Control & Maintenance Frame(CMF)(CONT)
OCCTAPE Tape Control PWBAs 1
814722-216A RS232 Interface Module 7
Power & Test Frame (PRT)
SPRTFOCC12.1 Power Ringing & Tst Fr OCC12.1 1
PRTDOORS PRT Doors, Front & Rear 1
817576-938 Circuit Breaker 100 Amp 7
814475-036 Alarm Sender PWBA 1
817576-912 Basic Cabinets & MTG for N+I) 1
814629-904 Ringing Generator (20 Hz) 1
817576-934 200VA DC/AC Non-Redund Invtr 1
814215-820 Cook 4 Chan Announcer (NT5M) 1
203352-581 4 Channel Announcer 1
Automatic Message Accounting
SAMAFRM AMA Frame 1
AMADOORS AMA Doors Rear 1
814421-908 Cook 1600 BPI Tape Drives (2) 2
814421-909 Cook 1600 BPI Strapping 2
</TABLE>
681161CA/1:09/17/96 3
<PAGE>
SIEMENS
STROMBERG-CARLSON
Installation Site: Los Angeles, CA
ITEM 01
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
<S> <C> <C>
Switching Equipment
Miscellaneous
4-24419-0290 DSX PnI-ADC DSX-DR 19 w/cord 2
PJ716 Bantam Patch Cord 8
2200B Channel Access Unit 1
203352-645 9600 Full Duplex Modems 1
202975-592 7' x 19" Relay Rack 1
207800-284 Installation Material 1
200110-119 Fuse 1 1/3 amp 20
200110-129 Fuse 3 amp 10
200110-429 Fuse 10 amp 5
200110-139 Fuse 5 amp 10
SD0000 Std System Documentation 1
D0001 Specifications, Paper 2
D0002 Site Drawings, Paper 2
203352-600 Hendry Filtered Fuse Panel 1
207630-911 Modem Eliminator OCC 2
207630-901 PKG Assy/Modem Eliminator 4
Superstructure & Cabling 1
Battery Distribution Frame
814053-043A 7ft Battery Discharge Frame 1
207521-733 Shield 1
</TABLE>
681161CA/1:09/17/96 4
<PAGE>
SIEMENS
STROMBERG-CARLSON
Installation Site: Los Angeles, CA
ITEM 01
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
<S> <C> <C>
Switching Equipment
Power Equipment
Customer Supplied
Distribution Frame Equipment
5065-8 Term Blocks Newton 8 x 26 4
5054 Newton Bracks (1 per 2 blks) 2
Maintenance & Administration Equipment
202958-464 Tape Cartridge 1
203352-608 Arrow Tape Drive Cleaning Kit 1
203352-283 Genicom 2120 Keyboard/Printer 1
7271-964 Box, Teleprinter Paper 1
</TABLE>
681161CA/1:09/17/96 5
<PAGE>
SIEMENS
STROMBERG-CARLSON
Installation Site: Los Angeles, CA
ITEM 01
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
<S> <C> <C>
Spare Circuit Packs
200110-099 Fuse 1/2 Amp 1
207630-042 Power Supply Shield 1
555020-125 Fuse, 3AG, 3A 1
555366-001 Switch, SPST 1
814288-526 Tape Diagnostic PWBA 1
814291-546 Tape Motion Cont. PWBA 1
814298-526 Tape Buffer PWBA 1
814439-056 PGC-1 PWBA 1
814440-076 PGC-2 PWBA 1
814441-056 MUX/DEMUX PWBA 1
814462--036A Power Supply PWBA 1
814463-026A Power Supply PWBA 1
814539-026 CMOS Codec Comm. PWBA 1
814727-626 J2 Maintenance Processor 1
817113-086 Power Supply PWBA 1
817524-066A LTC Interconnect PWBA 1
817560-626A T1 Interface PWBA 1
817561-526 T1 I/F Control 1 PWBA 1
817562-566 T1 I/F Control 2 PWBA 1
817564-026A Power Supply PWBA 1
817581-026 DS1 Terminator PWBA 1
817702-556A TMRS Processor 1
822010-656 Tape Drive 1
</TABLE>
681161CA/1:09/17/96 6
<PAGE>
SIEMENS
STROMBERG-CARLSON
Installation Site: Los Angeles, CA
ITEM 01
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
<S> <C> <C>
Spare Circuit Packs (Cont.)
822010-666 Tape Drive PVVBA 1
822015-536 Clock Generator (SNC) PWBA 1
822024-036A Power Monitor PWBA 1
822033-596A MCG -II PWBA 1
822034-536A Master Clock Dist. PVVBA 1
822289-566A TBI II PWBA 1
822723-556A Data Link III PWBA 1
822726-526A HD MSA/SL PWBA 1
822010-606A MSDA Pwr & Alarm 1
822010-636 Disk Drive Assy 1
822222-606A DLI-II 1
Software Features
999948 OCC Basic Features Package 1
011219 Trunks Automatic Routine Testing 1
011289 Out of Svc Limit for Server Grp. Eq. 1
012970 Glare Guard 1
018000 Paginated Print-out 1
026609 Route Treatment Expansion 1
053140 Alarm Repeat Notification 1
053150 Alarm LSSGR Compliant 1
053770 Alarm Spurt Alarm During Transfer 1
056519 Automatic Switch-Over 1
</TABLE>
681161CA/1:09/17/96 7
<PAGE>
Stromberg- Carlson
Installation Site: Los Angeles, CA
<TABLE>
<CAPTION>
DESCRIPTION QTY
----------- ----
<S> <C> <C>
ITEM 02 SS7 HARDWARE & SOFTWARE
822057-526 Signaling System Controller 2
822055-536 Communication Link Controller 2
814742-586 Continuity Test PWBA 3
822723-556 Data Link III 2
003009 Common Channel Signaling System 1
003019 Service Switching Point 1
003069 CCS7 Link Pair Software 1
ITEM 02A SS7 SPARES
822057-526 Signaling System Controller 1
822055-536 Communication Link Controller 1
ITEM 03 "A" LINKS
003069 CCS7 Link Pair Software 1
ITEM 04 Power Equipment
2029750593 7' x 23" Relay Rack 1
DDV85-19 Exide DD Battery 765 AH 1
203352-588 Charger/Lorain/200A RHM200D50 2
ITEM 05
Upgrade to Release 14.0 1
ITEM 06
De-Install at Calgary, pack 1
</TABLE>
681161CA/1:09/17/96 20
<PAGE>
ATHENA INTERNATIONAL LTD. LIABILITY CO.
DBA ATHENA INTERNATIONAL, I.LC
SITE: NEW YORK, NEW YORK
LEASE PAYMENTS
ADDENDUM TO LEASE AGREEMENT DATED June 25, 1996 BETWEEN
TELECOMMUNICATIONS FINANCE GROUP AND
ATHENA INTERNATIONAL LTD. LIABILITY CO.
DBA ATHENA INTERNATIONAL, LLC.
<TABLE>
<S> <C> <C>
EFFECTIVE DECEMBER 1,1996 (60 MONTHLY LEASE PAYMENTS)
ORIGINAL VALUE OF EQUIPMENT $451,430.34
RATE FACTOR PER $ 1,000 S21,993
ORIGINAL MONTHLY LEASE PAYMENT
EFFECTIVE MARCH 1,1997 (57 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION I $215,530.65
RATE FACTOR PER. $ 1,000 $22,851
ADDITION 1 MONTHLY LEASE PAYMENT $ 4,925.09
TOTAL MONTHLY LEASE PAYMENT $14,853.40
EFFECTIVE MAY 1,1997 (55 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION II $142,820.71
RATE FACTOR PER $ 1,000 $22,984
ADDITION II MONTHLY LEASE PAYMENT $ 3,282.59
TOTAL MONTHLY LEASE PAYMENT $18,135.99
EFFECTIVE SEPTEMBER 1,1997 (51 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION III $ 55,000.00
RATE FACTOR PER $1,000 $24,391
ADDITION III MONTHLY LEASE PAYMENT $ 1,341.51
TOTAL MONTHLY LEASE PAYMENT $19,477.50
EFFECTIVE NOVEMBER 1,1997 (49 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION IV $ 67,656.00
RATE FACTOR PER $ 1,000 $25,183
ADDITION IV MONTHLY LEASE PAYMENT $ 1,703.78
TOTAL MONTHLY LEASE PAYMENT $21,181.28
':
</TABLE>
<PAGE>
ATHENA INTERNATIONAL LTD. LIABILITY CO.
DBA ATHENA INTERNATIONAL, LLC
SITE: NEW YORK, NEW YORK
LEASE PAYMENTS (CONTINUED)
EFFECTIVE DECEMBER 2, 1997, THE LEASE TERM IS EXTENDED FROM 60 TO 63 MONTHS.
EFFFECTIVE JANUARY 1, 1998 (50 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION V $ 23,909.20
LEASE PAYMENTS ARE AS FOLLOWS:
01/01/98-03/01/98 $0
04/01/98-02/01/2002 $21,811.99
SUMMARY OF TOTAL LEASE PAYMENTS:
3 @ $ 9,928.31 = $ 29,784.93
2 @ $14,853.40 = $ 29,706.80
4 @ $18,135.99 = $ 72,543.96
2 @ $19,477.50 = $ 38,955.00
2 @ $21,181.28 = $ 42,362.56
3@$ .0- =$ -0-
47 @ $21,811.99 = $ 1,025,163.53
63 $ 1,238,516.78
ACCEPTED BY: /s/ Kevin H. Pollard
DATE: March 2, 1998
<PAGE>
SCHEDULE 1 OF EXHIBIT A
(CERTIFICATE OF DELIVERY AND ACCEPTANCE)
EQUIPMENT DESCRIPTION
The Items of personal property to be leased pursuant to this Lease Agreement,
dated as-of June 25, 1996 between TELECOMMUNICATIONS FINANCE GROUP, as Lessor,
and ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC, as
Lessee, are described below and in the attached equipment list(s):
<TABLE>
<CAPTION>
Equipment List
Number Description Amount
- -------------- ----------- ------
<S> <C> <C>
DCO-681098 A USED RELEASE 14 DCO-CS EQUIPPED AND $448,000.00
WIRED FOR 2304 PORTS PER DCO-681093,
ISSUE 01, DATED 05/29/96. INCLUDES TOLL-
FREE NUMBER EXPANSION AND 4-DIGIT CIC
FEATURES INCLUDING INSTALLATION.
ENHANCED SS-7 WITH 800 PORTABILITY.
INCLUDES SS-7 BACKWARD CALL INDICATION
AND CIRCUIT IDENTIFICATION FEATURES.
ADDITIONAL INSTALLATION EFFORT 1,736.00
FREIGHT 1,694.34
TFG-97199 ADDITION I 215,530.65
TFG-97217 ADDITION II 142,820.71
TFG-97266 ADDITION III 55,000.00
TFG-97293 ADDITION IV 67,656.00
TFG-98017 ADDITION V 23,909.20
-----------
TOTAL $956,346.90
===== ===========
</TABLE>
The above described equipment installed at:
60 Hudson Street, Suite M16, New York, New York 10013
ACCEPTED BY: /s/ Kevin H. Pollard
DATE: March 2, 1998
Dated: June 25, 1996
Revised: February 6, 1997
Revised: March 27, 1997
Revised: July 31, 1997
Revised: October13, 1997
Revised: February 26, 1998
<PAGE>
EQUIPMENT LIST # TFG-98017 DATED: February 26, 1998
COMPANY: ATHENA INTERNATIONAL LTD. LIABILITY CO.
ATHENA INTERNATIONAL, LLC
ADDITION: V
SITE LOCATION: NEW YORK, NEW YORK
<TABLE>
<CAPTION>
PART NO./DESCRIPTION QUANTITY AMOUNT
-------------------- -------- ------
<S> <C> <C>
STN
RESTRUCTURE CHARGES $23,909.20
----------
TOTAL $23,909.20
===== ==========
</TABLE>
<PAGE>
EQUIPMENT LIST # TFG-97293 DATED: October 13, 1997
COMPANY: ATHENA INTERNATIONAL LTD, LIABILITY CO.
ATHENA INTERNATIONAL, LLC
ADDITION: IV
SITE LOCATION: NEW YORK, NEW YORK
<TABLE>
<CAPTION>
PART NO./DESCRIPTION OUANTITY AMOUNT
- -------------------- -------- ------
<S> <C> <C>
SS-C
DTF-04 1152 PORT ADDITION PER
DCO-710018, ISSUE 1, DATED 01/03/97
(S.O.#072299) AS FOLLOWS:
MATERIAL 1 LOT $58,118.00
INSTALLATION 7,900.00
FREIGHT 1,638.00
----------
TOTAL $67,656.00
===== ==========
</TABLE>
<PAGE>
SIEMENS
Stromberg-Carlson
Installation Site: New York, NY
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
<S> <C> <C>
ITEM 01
DTF-04
------
817577-900 MG Basic DTF Assembly 1
817577-901 MG, DS1 Host CUA 6
817577-902 MG, Basics PWBAs DS1 CUA 6
207600-225 Frame Weldment 1
207800-079 Pkg Assy Front Door Mtg Hardware 1
207800-080 Pkg Assy Rear Door Mtg Hardware 1
207600-158 Door Assembly, Right I/0 2
207600-159 Door Assembly, Left I/O 2
207600-721 PWBA Guide 6
817560-606 PWBA, T1 Interface 48
817577-917 MG Blower w/Fan Alarm, Base 1
PRT-00
817576-938 Mod Group, Circuit Breaker 2
Miscellaneous
DSX-DR19 Cross Connect Panel 2
DOC-ADD Additions Documentation 1
</TABLE>
710018NY/1:02/06/97 1
<PAGE>
EQUIPMENT LIST # TFG-97266 DATED: July 31, 1997
COMPANY: ATHENA INTERNATIONAL LTD. LIABILITY CO.
ATHENA INTERNATIONAL, LLC
ADDITION: III
SITE LOCATION: NEW YORK, NEW YORK
<TABLE>
<CAPTION>
PART NO./DESCRIPTION QUANTIY AMOUNT
- -------------------- ------- ------
SS- C
<S> <C> <C>
RELEASE 15.0 UPGRADE PER DCO-710025,
ISSUE 1, DATED 04/08/97; EXPANSION OF
ROUTE GUIDE INDEXES, FEATURE #820398
(S.O.#072809) AS FOLLOWS:
MATERIAL 1 LOT $50,000.00
INSTALLATION 5.000.00
----------
TOTAL $55,000,00
===== ==========
</TABLE>
<PAGE>
EQUIPMENT LIST # TFG-97217 DATED: March 27, i997
COMPANY: ATHENA INTERNATIONAL LTD. LIABILITY CO.
ATHENA INTERNATIONAL, LLC
ADDITION: II
SITE LOCATION: NEW YORK, NEW YORK
<TABLE>
<CAPTION>
PART NO./DESCRIPTION QUANTITY AMOUNT
- -------------------- -------- ------
SS-C
<S> <C> <C>
DTF-03, 1152 PORT ADDITION PER
DCO-710001, ISSUE 2, DATED 01/03/97
(S.O.#070921) AS FOLLOWS:
MATERIAL 1 LOT $80,000.00
INSTALLATION 9,400.00
FREIGHT 980.00
INCREASED AUX TABLES #820085 PER
DCO-681151, ISSUE 01, DATED 08/19/96
(S.O.#071524) AS FOLLOWS:
MATERIAL 1 LOT 20,000.00
2 EJH PROCESSORS WITH 1 SPARE PER DCO-
7450001, ISSUE 01, DATED 10/17/96 (S.O.#071532)
AS FOLLOWS:
MATERIAL 1 LOT 30,420.00
INSTALLATION 2,000.00
FREIGHT 20. 71
------
TOTAL $142,820.71
===== ===========
</TABLE>
<PAGE>
SIEMENS
Stromberg-Carlson
Installation Site: New York, NY
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
<S> <C> <C>
ITEM 0l
CMF-00, CCS-03
822068-812 Diag. Grading Panel 1
822003-596A PWBA, (2W) SI HDI 4
822002-526 PWBA, TSI PGH I/F 4
207800-482 Cable Assembly (TSI/PGH) 4
822005-546A PWBA, (2VV) TPPO HDI 2
822006-566A PWBA, TPP1 2
822017-556A PWBA, TPP2 2
DTF-03
817577-900 MG Basic DTF Assembly 1
817577-901 MG, DS1 Host CUA 6
817577-902 MG, Basics PWBAs DS1 CUA 6
207600-225 Frame Weldment 1
207800-079 Pkg Assy Front Door Mtg Hardware 1
207800-080 Pkg Assy Rear Door Mtg Hardware 1
207600-158 Door Assembly, Right I/0 2
207600-159 Door Assembly, Left I/O 2
207600-721 PWBA Guide 6
817560-606 PWBA, T1 Interface 48
817577-917 MG Blower w/Fan Alarm, Base 1
</TABLE>
710001NY/2:01/03/97 1
<PAGE>
SIEMENS
Stromberg-Carlson
Installation Site: New York, NY ,
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
ITEM 01 (Cont.)
PRT-00
------
817576-938 Mod Group, Circuit Breaker 2
Miscellaneous
DSX-DR19 Cross Connect Panel 2
DOC-ADD Additions Documentation 1
ITEM 02
4-DDV85-19 Exide Battery 765 Amp Hour 1
NOTE: This battery is normally provided when DTF-03 is added.
ITEM 03
LTF-O0
------
814574-992 MG Service Circuit CUA 1
814574-995 PWBA Mod Group Basic PWBA 1
207600-720 PWBA Guide 1
814742-536 PVVBA, Univ. Service Circuit 5
814742-576 PWBA, (1W) Univ. Service Circuit 3
814571-766 PWBA (1W) Receiver NACT/EVACT 3
814695-556 PWBA (1W) DTMF Dig. Sender 2
814572-576 PWBA (1W) Dig. Sender TMF 2
NOTE: In order to mount this CUA in LTF-00, the Line CUA in CUA position 00 will
have to be removed.
710001NY/2:01/03/97 2
<PAGE>
EQUIPMENT LIST # TFG-97199 DATED: February 6, 1997
COMPANY: ATHENA INTERNATIONAL LTD. LIABILITY CO.
ATHENA INTERNATIONAL, LLC
ADDITION: I
SITE LOCATION: NEW YORK. NEW YORK
<TABLE>
<CAPTION>
PART NO./DESCRIPTION QUANTITY AMOUNT
- -------------------- -------- ------
SS-C
<S> <C> <C>
1152 PORT ADDITION PER DCO-681113,
ISSUE 01, DATED 07/01/96 (S.O.#070570)
AS FOLLOWS:
MATERIAL 1 LOT $82,000.00
INSTALLATION 9,400.00
FREIGHT 608.65
REAL TIME ANI FEATURE #823435
(S.O.#071803) 1 LOT 26,667.00
THIRD PARTY VENDOR- ACTION TELCOM
AMS PRIMARY SYSTEM, NAMS SECONDARY SYSTEM,
AVAS-AUTOMATED VOICE ALARMING SYSTEM, TCP/IP
PACKAGE, NETPLAN - LERG (SEE ATTACHED EQUIPMENT
LIST) 1 LOT 96,855.00
---------
TOTAL $215.530.65
===== ===========
</TABLE>
<PAGE>
Stromberg-Carlson
Installation Site: New York, NY
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
<S> <C> <C>
Switching Equipment
ITEM 01
DTF-02
------
817577-900 DTF Frame Assembly 1
817577-901 DS-1 Host CUA 6
817577-902 DS-1 Basic PWBAs 6
817560-626 T-1 Interface PWBA 48
207600-225 DTF Frame Assembly 1
207600-721A Card Guide 6
207800-079 Front Door Mounting 1
207800-080 Rear Door Mounting 1
207600-158 Right Door 2
207600-159 Left Door 2
817577-924 Base Mount Blower Assembly 1
LTF-01
814574-900 LTF Frame Assembly 1
814574-901 Supervisory Panel 1
814574-904 Ejector Bar 2
814574-903 Terminator Assembly 1
207600-720 Card Guide 1
207600-210 LTF Frame Package 1
207800-014 Terminal Block Assembly 1
</TABLE>
681113NY/1:07/01/96 2
<PAGE>
Stromberg-Carlson
Installation Site: New York, NY
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
<S> <C> <C>
Switching Equipment
ITEM 01
LTF-01 (Cont.)
814574-992 Universal Service CUA 1
814574-995 Basic PWBAs I
814742-576 Digital DTMF Receiver PWBA (FOC) 1
814571-686 Digital TMF Receiver PWBA 3
814572-576 Digital TMF Sender PWBA 3
814895-556 Digital DTMF Sender PWBA 3
814643-596 Digital DTMF Receiver PWBA 17
207600-160 Front Door Mounting 1
207600-471 Rear Door Mounting 1
207600-158 Right Door 2
207800-159 Left Door 2
CMF
814095-616 Service Group Diag, PWBA 1
822003-596 1024 Port TSI PWBA 4
822002-526 TSI/PGH Interface PWBA 4
207800-482 TSI/PGHGP Cable 4
822005-546 TPP 0 PWBA 2
822006-576 TPP 1 PWBA 2
822017-566 TPP 2 PWBA 2
822068-811 Diag. Grading Panel CCS-02 1
</TABLE>
681113NY/1:07/10/96 3
<PAGE>
Installation Site: New York, NY
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
<S> <C> <C>
Switching Equipment
ITEM 01
PRT
817576-938 Circuit Breaker 4
MISCELLANOUS
4-24419-0290 DSX Panel, ADC DSX-DR 19 2
PJ716 8antem Patch Cord 8
DOC.ADD Additions Documentation 1
</TABLE>
681113NY/1:07/10/96 4
<PAGE>
ACTION TELCOM EQUIPMENT LIST
>>>>> EQUIPMENT LIST AND WARRANTY INFORMATION ON NAMS SALE <<<<<
CUSTOMER: Athena PROJECT CODE
BUSINESS OFFICE ADDRESS:
BUSINESS OFFICE PHONE#: VOICE: ( ) FAX: ( )
SITE LOCATION:
SITE ADDRESS:
SITE PHONE#: VOICE: ( ) FAX: ( ) NAMS: ( )
SWITCH TECH:
SYSTEM NAME:
PURCHASE DATE: STARTUP DATE: WARRANTY END DATE:
PRIMARY SYSTEM EQUIPMENT: Name: Password:
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
Key Make Model # Serial # I/O IRQ ADDR STK
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
AC ACER 4166 1900022075
KB ACER 6311-K K6366280752P
MON ACER 7134-T M3TP61113253
VC PCI
HDC Adaptec Built-in AIC7870P 719411
HD IBM DHFS M1A63 B94666 ID =3(4-GB)
HD IBM DHFS EC486509 ID =0(4-GB)
HD IBM DHFS B81929 ID =1(4-GB)
FD Mitsumi. (1.44) D359T5 3170675
YD Panasonic(1.2) JU-475-5 00197599
TD Tandberg TDC-42222 42205208 ID=2
SL1 Digi Host Ad (1P)77000218 095251179
SL1 Digi Conc. (1P)70000666 09525179
X25 SWG SGX 10870 300 15 D0000
X25 SWG SGX-Daughter N/A
PRN Epson LP-870 40U1133226 7 3bc-3be
NET RACAL PCI Interlan T2 0207011BEAFC 14 PCI Slot 1
SER ACER Built-in Com 1/Com 2 4/3 3fS/2fS
CD NEC CDR222 5X012024212
DIA AVAS D/21D CG209544 5 D2000
P/S DELTA DPS35OEB Y2622003618
</TABLE>
I/P ADDRESS=
~MORY=
EED=
<PAGE>
<TABLE>
<CAPTION>
SOFTWARE: Primary
- --------------------------------------------------------------------------------
Key Make Serial # Activation Key #
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
SCO UNIX Sys 2DC030716 ollnxocm
FoxPro--V2 6 N/A
NAMS ATC NAMS II N/A
TERM Century CSU150754U3
NETCOM II version 4.5.3a net25828 Tc08al50e NOTES:
</TABLE>
NOTES:
- --------------------------------------------------------------------------------
>>>>> EQUIPMENT LIST AND WARRANTY INFORMATION ON NAMS SALE <<<<<
- --------------------------------------------------------------------------------
CUSTOMER: Athena
SITE LOCATION: Denver
STEM NAME:
SECONDARY SYSTEM EQUIPMENT: Name: Password:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------
Key Make Model # Serial # I/O IRQ ADDR STK
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
PC ACER F520HB 1900022536
KB ACER 6311-K K6366200166 P
MON ACER 7134T M3TP62407942
vc ET4W32-5 0167237
HDC Adaptec (On-Board) AIC-7870P 719411
HD IBM DORS-32160 11S46H6072ZIM0002T6484
FD Mitsumi (1 44) D359Tss 2974189
FD Panasonic (1 2) JU-475-5 00026718
CD Sony CDU-76S 5032202
TD Tandberg 2.SGB TDC 4220 42205084 id=2
X25 SWG SGX 10880
NET RACAL Interlan PCI T2 0207011C0368
SER ACER (Built-in)
Power Supply DPS-2OOBP-8 S46150422818
</TABLE>
I/P ADDRESS=
MEMORY=
SOFTWARE: Secondary
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
Key Make Serial # Activation Key #
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
OS SCO UNIX sysV 2DG004883 Ivdjvdej
NAMS ATC NAME II [illegible] [illegible]
</TABLE>
<PAGE>
COMMUNICATIONS EQUIPMENT:
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
Key Make Model # Serial #
- -------------------------------------------------------------------------------
<S> <C> <C> <C>
DSU DDC VRT-1 (Stat-Mux)
DSU DDC VRT-1 (Stat-Mux)
DSU DDC VRT-1 (X.25 Link)
DSU DDC VRT-1 (X.25 Link)
Modem Multitec MT2834ZDX (Primary) 442500.3
Modem Multitec MT2834ZDX (Secondary) 4425001
</TABLE>
LOG: ATHENA Primary & Secondary
Unpack and set up equipment. Perform operational checks. KP Disassemble
equipment as necessary to obtain and log serial numbers from individual boards
and components. Gather and log software serial numbers and activation keys.
Configure and install AVAS, X25 boards and reassemble equipment. Performed
operational checks. JR
Secondary: Verified OS version. Performed SCRATCH and RECHECK RC modifications.
Checked serial and parallel ports. Removed and reinstalled tape device.
Configured printer. Made Root & Boot and tape backup. Tuned shell and relinked
kernel. Installed software drivers for SGX and Dialogic boards. Loaded Where and
CLS programs. Installed TERM and NAMS. KP
Also modified gettdefs and changed IRQ on Racal network card to 14 and made ALAD
driver and Boot disk, EISA Configuration Utility disk.
<PAGE>
Installation Site: New York, NY
ITEM O1
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ----
<S> <C> <C>
Switching Equipment
Line Trunk Frame (LTF)
OCCSLTFFRM Line Trunk Frame 1
814742-566 Diagnostic Test Gen/Monitor 1
LTFDOORS LTF Doors, Front & Rear 1
LINGRPCUA Line Group CUA (LTF) 1
SLTFUTSCUA Trk/Svc Ckt CUA Grp I
SLTFUSCUA Svc Ckt CUA Grp 6
814571-706 Digital TMF Rcv. (2/PWBA) 33
814572-576 Digital Sender (TMF/SATT) 9
814695-556 Digital DTMF Sender 9
814643-596 Digital DTMF Receiver 36
814742-576 (FOC) Digital DTMF Receiver 6
814574-936 2-Wire E&M Trunk PWBA 2
814574-932 Loop Trunk, Reverse Batt PWBA 1
Digital Trunk Frame (DTF)
OCCSDTFFRM Digital Trunk Frame 2
DTFDOORS DTF Doors, Front & Rear 2
SDS1HSTCUA DS1 Host Ckt CUA 12
817560-626A T1 interface PWBA 96
817577-917A Blower Assembly w/fan Alarm 2
</TABLE>
1
<PAGE>
Installation Site: New York, NY
ITEM O1
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ----
<S> <C> <C>
Switching Equipment
Control & Maintenance Frame (CMF)-
SCMFOCC Control & Maint Frame 1
CMFDOORS CMF Doors, Front & Rear 1
822068-819 DLI Transfer 1
814635-086 PWBA Ring (N+1) 1
814721-666 Serial Line Unit PWBA 1
822010-676 Disk Drive Assy 2
822010-656 Tape Drive 1
817702-556 Traffic Measurement/Rec 1
817620-556 MSA PWBA 1
814727-626 J2 Maintenance Processor 1
822010-606 Power & Alarm PWBA 1
817680-606A BMUX PWBA 1
822222-606A DLI-II 1
TSIPWB17 TSI PWBA 8
822702-536A PXAM II - 4MB 2
822727-696A J-Processor (8MB) 2
814770-656 PXA Memory PWBA 1/Mbyte 1
TPPOPWB17 TPP PWBA (Sectors 0) 1
OCCSNCS Sync Network Clock (Slave) 1
822718-596 Feature Processor (PWBA) 2
814095-626 Service Group Diag. PWBA 1
OCCTAPE Tape Control PWBAs 1
814722-216A RS232 Interface Module 7
</TABLE>
-2-
<PAGE>
INSTALLATION SITE: NEW YORK, NY
ITEM 01
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ----
<S> <C> <C>
Switching Equipment
Power & Test Frame (PRT)
SPRTF Power Ringing & Tst Fr 1
PRTDOORS PRT Doors, Front & Rear 1
817576-938 Circuit Breaker 100 Amp 9
814475-036 Alarm Sender PWBA 1
817576-912 Basic Cabinets & MTG for N+1) 1
814629-904 Ringing Generator (20 Hz) 1
817576-934 200VA DC/AC Non-Redund. Invtr 1
814215-820 Cook 4 Chart Announcer (NTSM) 1
203352-681 4 Channel Announcer I
Automatic Message-Accounting
SAMAFRM AMA Frame 1
AMADOORS AMA Doors Rear 1
814421-908 Cook 1600 BPI Tape Drives (2) 2
814421-909 Cook 1600 BPI Strapping 2
Miscellaneous
4-24419-0290 DSX Pnl-ADC DSX-DR 19 w/cord 4
PJ716 Bantam Patch Cord 16
2200B Channel Access Unit 1
203352-645 9600 Full Duplex Modems 1
202975-592 7' x 19" Relay Rack 1
207800-284 Installation Material 1
200110-119 Fuse I 1/3 amp 20
200110-129 Fuse 3 amp 10
200110-429 Fuse 10 amp 5
200110-139 Fuse 5 amp 10
</TABLE>
-3-
<PAGE>
Installation Site: New York, NY
ITEM O1
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ----
<S> <C> <C>
Switching Equipment
Miscellaneous (cont.)
SD0000 Std System Documentation 1
D0001 Specifications, Paper 2
D0002 Site Drawings, Paper 2
203352-600 Hendry Filtered Fuse Panel 1
207630-911 Modem Eliminator OCC 2
207630-901 PKG Assy/Modem Eliminator 4
Superstructure & Cabling 1
Battery Distribution Frame
814053-043A 7ft Battery Discharge Frame 1
207521-733 Shield 1
Power Equipment
(Separate Item)
Distribution Frame Equipment
5065-8 Term Blocks Newton 8 x 26 4
5054 Newton Bracks (1 per 2 blks) 2
Maintenance & Administration Equipment
202958-464 Tape Cartridge 1
203352-608 Arrow Tape Drive Cleaning Kit 1
203352-677 ADDS Video Terminal 1
203352-283 Genicom 2120 Keyboard/Printer 1
7271-964 Box, Teleprinter Paper I
</TABLE>
-4-
<PAGE>
Stromberg-Carlson Date: June 12, 1996
Installation Site: New York, NY
ITEM 01
<TABLE>
<CAPTION>
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ----
<S> <C> <C>
Spare Circuit Packs
200110-099 Fuse 1/2, Amp 1
207630-042 Power Supply shield 1
555020-125 Fuse, 3AG, 3A 1
555366-001 Switch, SPST 1
814288-526 Tape Diagnostic PWBA 1
814291-546 Tape Motion Cont. PWBA 1
814298-526 Tape Buffer PWBA 1
814439-056 PGC-1 PWBA 1
814440-076 PGC-2 PWBA 1
814441-056 MUX/DEMUX PWBA 1
814462-036A Power Supply PWBA 1
814463-026A Power Supply PWBA 1
814539-026 CMOS codec Comm. PWBA 1
814727-626 J2 Maintenance Processor 1
817113-086 Power Supply PWBA 1
817524-066A LTC Interconnect PWBA 1
817560-626A T1 Interface PWBA 1
817561-526 T1 I/F Control 1 PWBA 1
817562-566 T1 I/F Control 2 PWBA 1
817564-026A Power Supply PWBA 1
817581-026 DS1 Terminator PWBA 1
817702-556A TMRS Processor 1
822010-656 Tape Drive 1
822010-666 Tape Drive PWBA 1
822015-536 Clock Generator (SNC) PWBA 1
822024-036A Power Monitor PWBA 1
822033-596A MCG - II PWBA 1
822034-536A Master Clock Dist. PWBA 1
822289-566A TBI II PWBA 1
</TABLE>
5
<PAGE>
Installation Site: New York, NY
ITEM O1
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ----
Spare Circuit Packs (Cont.)
822723-556A Data Link III PWBA 1
822726-526A HD MSA/SL PWBA 1
822010-606A MSDA Pwr & Alarm 1
822010-636 Disk Drive Assy 1
822222-606A DLI-II 1
Software Features
999948 OCC Basic Features Package 1
011219 Trunks Automatic Routine 1
Testing
011289 Out of Svc Limit for Server 1
Grp. Eq.
012970 Glare Guard 1
018000 Paginated Print-out 1
026609 Route Treatment Expansion 1
053140 Alarm Repeat Notification 1
053150 Alarm LSSGR Compliant 1
053770 Alarm Spurt Alarm During 1
Transfer
056519 Automatic Switch-Over 1
146339 TMRS LSSGR Format 1
146429 TMRS Additional Matrix 1
Elements
146439 TMRS Additional Cell Grouping 1
Registers
146449 TMRS Separations Summary 1
Reporting
146459 TMRS Expanded Separations 1
Reporting
-6-
<PAGE>
Installation Site: New York, NY
DESCRIPTION QTY
----------- ---
ITEM 02 887 HARDWARE & SOFTWARE .
- ------- -------------------------
822057-526 Signaling System Controller 2
822055'-536 Communication Link Controller 2
814742-586 Continuity Test PWBA 3
003009/ SS-7 Software 1
003019
003069 Link Pair Software 2
826210 SS7 Optional Backward Call 1
Indication
826220 SS7 Circuit Identification 1
(This Item is included in Item 01)
ITEM 02A SS7 SPARES
- -------- ----------
822057-526 Signaling System Controller 1
822055-536 Communication Link Controller 1
(This Item is included in Item 01)
ITEM 03 NAMS II
- ------- -------
NAMS II Used NAMS II from ISI Site 1
ITEM 03A "A" LINKS
- -------- ---------
003069 "A" Links 1
(maximum additional available
is 11)
ITEM 04 "A" LINK CONSOLIDATION FEATURE
- ------- ------------------------------
003029 "A" Link Consolidation 1
- 20 -
<PAGE>
Betty Kayton
Highpoint International Telecommunications, Inc.
JUWUL FAX 650-943-54480
- -----
X 4415
From: Nikki Vavreck Tuttle
Date: November 30, 1998
Pages: 4, including cover sheet.
Betty:
Jeff Boggs requested that the attached open
invoices be faxed to you. FYI all invoices up
to and including the invoices due 11/01/98 have
been paid in full by Athena International, LLC.
Should you have any questions, please feel free
to give me a call.
Nikki V. Tuttle
12/15/98 Nikki WRC
LMRC Name Change
From the desk of...
Nikki Vavreck Tuttle
Accountant
Telecommunications Finance Group
400 Rinehart Road
Lake Mary, FL 32746
Fax: 407-942-5093
<PAGE>
Remit to:
400 Rinehart Road DATE INVOICE NO.
Lake Mary, FL 32746 11/10/98 18516447
TO EQUIPMENT INSTALLED AT:
701 Poydras St, Suite 966
Suite 675 Denver, CO 80202-2928
New Orleans, LA 70139 County: Denver
<TABLE>
<CAPTION>
CUSTOMER # DUE DATE FROM TO LEASE NO.
66073 12/1198 11/2/98 12/01/98 185164
AMOUNT
<S> <C> <C> <C> <C> <C>
Please refer to attached Open Invoice Detail Report for
TOTAL AMOUNT DUE including all past due invoices
EQUIPMENT ON LEASE
CURRENT PERIOD
Equipment Rental for Stromberg Carlson 37,258.01
Digital Central Office Carrier Switch
Remaining deposit of $l6,859.47 to be applied to the final
installment or future additions
State Tax @ 3.00% 1,117.74
Local Tax @ 3.50% 1,304.03
Transit Tax @ 0.80% 298.06
Enclose duplicate Copy Of invoice with your remittance.
Direct billing inquiries to (407) 942-5781 TOTAL $39,77.84
</TABLE>
<PAGE>
Telecommunications Finance Group INVOICE
Remit to: DATE INVOICE NO.
400 Rinehart Road
Lake Mary, FL 32746 11/10/98 18520125
TO EQUIPMENT INSTALLED AT;
Athena International, LLC 60 Hudson Street
701 Poydras St. Suite MI6
Suite 675 New York, NY 10013
New Orleans, LA 70139 County: New York
<TABLE>
<CAPTION>
CUSTOMER # DUE DATE FROM TO LEASE NO.
66073 12/1/98 11/2/98 12/01/98 185201
AMOUNT
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Please refer to attached Open Invoice Detail Report
TOTAL AMOUNT DUE including all past due invoices
EQUIPMENT ON LEASE
CURRENT PERIOD
Equipment Rental for Siemens Stromberg - Carlton 21,811.99
Digital Central Office Carrier Switch
County Tax @ 4.00% 872.48
State Tax @ 4.00% 872.48
Transit Tax @ 0.25% 54.53
Enclose duplicate copy of invoice with your remittance.
Direct billing Inquiries to (407) 942-5781 Total $23,611.48
</TABLE>
<PAGE>
Telecommunications Finance Group INVOICE
Remit to:
400 Rinehart Road DATE INVOICE NO.
Lake Mary, FL 32746 11/10/98 18521219
TO EOUIPMENT INSTALLED AT:
Athena International, LLC. 800 West Sixth Street
701 Poydras St. Los Angeles, CA 90007
Suite 675 County: Los Angeles
New Orleans, LA 70139
<TABLE>
<CAPTION>
CUSTOMER # DUE DATE FROM TO LEASE NO.
66073 12/1/98 11/2/98 12/01/98 185212
<S> <C> <C> <C> <C> <C>
AMOUNT
Please refer to attached Open Invoice Detail Report for
TOTAL AMOUNT DUE including all past due invoices
EQUIPMENT ON LEASE
CURRENT PERIOD
Equipment Rental for SIEMENS Stromberg - Carlson 19,401.61
Digital Central Office Carrier Switch &
Peripheral Equipment
State Tax @ 6.25% 1,212.60
Transit Tax @ 1.00% 194.02
County Tax @ 1.00% 194.02
Enclose duplicate copy of invoice with your remittance.
Direct billing inquiries to (407) 942-5781. Total $21,002.25
** TOTAL PAGE.004 **
</TABLE>
<PAGE>
Telecommunications Finance Group
400 Rinehart Road o Lake Mary, FL 32746 o (407) 942-5094 o Fax, (407 942-5093
November 30, 1998
Athena International, Ltd. Liability Co. (Athena)
701 Poydras Street
675 One Shell Square
New Orleans, LA 70139
Advantage Capital Partners II Limited Partnership,
Advantage Capital Partners III Limited Partnership,
Advantage Capital Partners IV Limited Partnership, (collectively "Advantage")
909 Poydras Street, No. 2230
New Orleans, LA 70112
Highpoint International Telecom, Inc. (Highpoint)
1890 Shoreline Blvd.
Mountain View, CA 94043-1320
Re: Equipment Leases Entered into July 25, 1994, June 25, 1996, and October
31, 1996, Between Telecommunications Finance Group and Athena
International, Ltd. Liability Co. Covering Certain Siemens Information
and Communication Networks, Inc. Switching Equipment and Other
Peripheral Equipment as More Particularly Described in the Leases
(Leases)
Dear Sir or Madam:
Based on discussions among the addressees and Siemens Information and
Communication Networks, Inc., successor by way of merger to Siemens Telecom
Networks, formerly known as Siemens Stromberg-Carlson, and operating under the
name of Telecommunications Finance Group (TFG), TFG understands that as a result
of certain Asset Purchase, Agreement dated November 13, 1998, between and among
the addressees (Purchase Agreement) Athena desires to assign the Leases to
Advantage who, in turn, desires to assign the Leases to Highpoint. This letter
shall serve as TFG's consent to such assignment and release of each of Athena
and Advantage from any and all present and future obligations under thc Leases
provided the following conditions are met:
1. Highpoint shall be the ultimate assignee and the assignments shall
be effective on or before December 15, 1998.
2. Highpoint agrees to be bound by and promptly pay, perform, assume
and discharge any and all obligations of lessee under the Leases
following assignment, notwithstanding any contrary or inconsistent
provisions of the documents of assignment.
3. Highpoint shall indemnify and hold TFG harmless and, at TFG's
election, shall defend TFG, its employees, agents, officers,'
successors and assigns from any and all claims, liabilities,
reasonable costs, damages, reasonable expenses and attorney's fees
resulting
<PAGE>
from or attributable to Highpoint's failure to perform the
obligations assumed by it under the Leases, which obligations shall
constitute all obligations set forth under the Leases commencing as
of the assignment of the Leases to Highpoint.
4. Advantage and Highpoint agree that all terms and conditions of.
Software License Agreement (Exhibit B to Leases) apply, and
furthermore Highpoint agrees to execute promptly upon completion of
the assignments a new Software License Agreement in the form
attached hereto as Attachment 1 to become a new Exhibit B to the
Leases.
5. Highpoint shall cause its parent, Highpoint Telecommunications,
Inc., to execute simultaneously with execution of the assignments a
guaranty in the form attached hereto Attachment 2.
6. Receipt by TFG of all payments due under the Leases up to the date
of assignment.
7. Highpoint will execute and deliver to TFG all necessary documents
(security forms, secretarial certificates, etc.) immediately
following the assignment.
8. This Agreement may be executed in multiple counterparts with the
same effect as if all signing parties had signed the same document.
All counterparts shall be construed together and constitute the
same instrument. Telecopied signatures shall be deemed to have the
authenticity and validity of original signatures.
By signing in the space provided below, Advantage and Highpoint acknowledge and
accept the above conditions.
Telecommunications Finance Group
By: /s/ Jeffrey D. Boggs
--------------------------------
Title: Director, Credit & Leasing
-----------------------------
Print Name: Jeffrey D. Boggs
------------------------
Highpoint International Telecom, Inc. Advantage Capital Partners II Limited
Partnership
By: /s/ David Warnes Advantage Capital Partners III Limited
-------------------------------- Partnership
Its authorized representative
Advantage Capital Partners IV Limited
Partnership
Title: By:
----------------------------- -----------------------------------
Print Name: David Warnes Its authorized representative
------------------------
Title:
--------------------------------
Print Name:
---------------------------
<PAGE>
from or attributable to Highpoint's failure to perform the
obligations assured by it under the Lease which obligations shall
constitute all obligations set forth under the Lease commencing as
of the assignment of the to Highpoint
4. Advantage and Highpoint agree that all terms and conditions of
Software License Agreement (Exhibit B to lease) apply, and
furthermore Highpoint agrees to execute promptly upon completion of
all assignments, and new Software License Agreement in the form
attached hereto as Attachment I to become a new Exhibit B to the
Lease.
Highpoint sha11 cause its parent, Highpoint Telecommunications,
Inc., to execute simultaneously with execution of the assignments a
guaranty in the form attached hereto as Attachment 2.
6. Receipt by TFG of all payments due under the Lease up to the date
of assignment
Highpoint will execute and deliver to TFG all necessary documents
(security forms, secretarial certificates, etc.) immediately
following the assignment.
8. This Agreement may be executed in multiple counterparts with the
same effect at if all signing parties had signed the same document.
All counterparts shall be construed together and constitute the
same instrument. Telecopied signatures shall be deemed to have the
authenticity and validity of original signatures.
By signing in the space provided below, Advantage and Highpoint acknowledge and
accept the above conditions.
Telecommunications Finance Group
By: /s/ Jeffrey D. Boggs
--------------------------------
Title: Director, Credit & Leasing
-----------------------------
Print Name: Jeffrey D. Boggs
------------------------
Highpoint International Telecom, Inc. Advantage Capital Partners II Limited
Partnership
By: Advantage Capital Partners III Limited
-------------------------------- Partnership
Its authorized representative
Advantage Capital Partners IV Limited
Partnership
Title:
-----------------------------
Print Name: By: /s/ Steven T. Stull
------------------------ --------------------------------
Title: President
-----------------------------
Print Name: Steven T. Stull
------------------------
<PAGE>
GUARANTY
Guaranty made this 30 day of Nov. , 1998 by Highpoint Telecommunications, Inc.,
a Canadian corporation with main offices located at 999 West Hastings it #1030,
Vancouver, BC V6C 2W2, herein referred to as Guarantor, to Siemens Information
and Communication Networks, Inc., AKA Telecommunications Finance Group, with
offices located at 400 Rinehart Road, Lake Mary, Florida 32746, herein referred
to as Obligee.
SECTION ONE
STATEMENT OF GUARANTY
As an inducement to Obligee to consent to the assignment from Athena
International Ltd. Liability Co. dba Athena International, LLC to Advantage and
ultimately to Highpoint International Telecom, Inc. (formerly Highpoint Capital,
Inc.) of a certain leases dated July 25, 1994 and June 25, 1996 and October 31,
1996 (the "Leases") between Athena International Ltd. Liability Co. dba Athena
International, LLC and Obligee, the undersigned Guarantor irrevocably and
unconditionally guarantees payment when due, whether by acceleration or
otherwise, of the lease payments, and in all schedules or leases assigned or
hereafter entered into with Obligee and all the obligations and liabilities due
under such leases, together with all interest thereon and all attorneys' fees,
costs and expenses, in enforcing any such obligations and liabilities. The right
of recovery against Guarantor under this Guaranty is unlimited.
SECTION TWO
ACKNOWLEDGEMENT OF ASSIGNMENT OF LEASE
The undersigned Guarantor acknowledges assignment of the leases and consents to
such assignment, as well as any future assignments, and specifically agrees that
this Guaranty is and shall be an open and continuing Guaranty and all
obligations and liabilities to which it applies or may apply shall be
conclusively presumed to have been created in reliance hereon and shall continue
in full force and effect, notwithstanding an)' (a) change in rentals or other
obligations under the lease, (b) renewals, modifications, additions or
extensions thereto or extensions of time to perform any of the obligations
thereunder.
The undersigned Guarantor specifically waives notice of any such changes,
renewals, modifications, additions, extensions or of any default by the Lessee.
The undersigned Guarantor further agrees and consents to any assignment of this
Guaranty, in which event it shall ensure to the benefit of any such assignee
with the same force and effect as though the assignee was specifically named
herein, and waives any notice of any such assignment.
SECTION THREE
EFFECT OF INVALIDITY
No invalidity, irregularity or unenforceability of all or part of the
obligations and liabilities hereby guaranteed or of any security therefore shall
affect, impair or be a defense to this Guaranty. This Guaranty is a primary
obligation of the undersigned Guarantor.
SECTION FOUR
GOVERNING LAW
This instrument shall be deemed to have been made in the County of Seminole,
State of Florida, and shall be interpreted in accordance with the laws of the
State of Florida.
As part of the consideration for the assignment of the lease, the undersigned
Guarantor agrees that any and all actions or proceedings arising directly or
indirectly from this Guaranty shall be litigated in courts having a situs within
the State of Florida.
<PAGE>
The undersigned Guarantor consents to the jurisdiction of any local, state, or
federal court located within the State of Florida, and waives personal service
of any and all process, and consents that all such service of process may be
made by certified or registered mail, return receipt requested, directed to the
undersigned at the address first stated above.
SECTION FIVE
BINDING EFFECT
This Guaranty shall bind the respective heirs, executors, administrators,
successors, and assigns of the undersigned Guarantor.
In witness whereof, Guarantor has executed this Guaranty at the day and year
first above written.
HIGHPOINT TELECOMMUNICATIONS, INC.
By: /s/ Robin Brown
------------------------------
Robin Brown V.P.
-------------------------------
(Name and Title)
Date Signed: 12/04/98
--------------------
<PAGE>
SECRETARY'S CERTIFICATE
I, David Warnes, do hereby certify that I am the Secretary of HIGHPOINT
INTERNATIONAL TELECOM, INC. (FORMERLY HIGHPOINT CAPITAL, INC.), a corporation
duly organized and existing under the laws of the State of Nevada
("Corporation"); that I am the keeper of the seal of the corporation and
corporate records, including, without limitation, the Charter, By-Laws and the
minutes of the meeting of the Board of Directors of the Corporation; that the
following is an accurate and compared transcript of the resolutions contained in
the minute book of the Corporation, which resolutions were duly adopted and
ratified at a meeting of the Board of Directors of the Corporation duly convened
and held in accordance with the By-Laws and Charter of the Corporation on the --
day of ,19---, at which time a quorum was present and acted throughout; and that
said resolutions have not in any way been modified, repealed or rescinded, but
are in full force and effect:
"RESOLVED, that any officer of the Corporation be and is
hereby authorized and empowered in the name and on behalf of this
Corporation to enter into one or more lease agreements with
Telecommunications Finance Group ("hereinafter called "LESSOR")
concerning personal property leased to the Corporation; from time to
time to modify, supplement or amend any such agreements; and to do and
perform all other acts and things deemed by such officer to be
necessary, convenient or proper to carry out any of the foregoing; and
be it
FURTHER RESOLVED, that all that any officer shall have done or
may do in the premises is hereby ratified and approved; and be it
FURTHER RESOLVED, that the foregoing resolutions shall remain
in full force and effect until written notice of their amendment or
recission shall have been received by LESSOR and that receipt of such
notice shall not effect any action taken or loans or advances made by
LESSOR prior thereto and LESSOR is authorized to rely upon said
resolutions until receipt by it of written notice of any change; and be
it
FURTHER RESOLVED, that the Secretary be and is hereby
authorized and directed to certify to LESSOR that the foregoing
resolutions and provisions thereof are in conformity with the Charter
and By-Laws of this Corporation."
I do further certify that the Lease Agreement entered into by the
Corporation and LESSOR concerning the following items of personal property:
Siemens Information and Communication Networks, Inc. Designated Product plus
Peripheral Equipment
is one of the agreements referred to in said resolutions and was duly executed
pursuant thereto and there are no restrictions imposed by the Charter or By-Laws
of the Corporation restricting the power or authority of the Board of Directors
of the Corporation to adopt the foregoing resolutions or upon the Corporation or
its officers to act in accordance therewith.
I do further certify that the following are names and specimen signatures
of officers of the Corporation empowered and authorized by the above
resolutions, each of which has been duly elected to hold and currently holds the
office of the Corporation set opposite his name:
NAME OFFICE SIGNATURE
---- ------ ---------
IN WITNESS WHEREOF I have hereunto set my hand and affixed the seal of the
Corporation this 30 day of Nov 1998.
(SEAL) -----------------------------------------------
Secretary of HIGHPOINT INTERNATIONAL,TELECOM, INC.
(FORMERLY HIGHPOINT CAPITAL, INC.)
<PAGE>
<TABLE>
<S> <C> <C> <C>
Matthew Dickstein
This STATEMENT is presented for filing pursuant to the California Uniform Commercial Code DESK COPY
- ------------------------------------------------------------------------------------------------------------------------------------
File No. Orig. 1A. Date at Filing of Orig. 1B. Date of 1C. Place of Filing Orig.
Financing Statement 1A. Financing Statement Orig. Financing Statement Financing Statement STATE OF CALIFORNIA
05060505 2/10/97 11/6/96
- ------------------------------------------------------------------------------------------------------------------------------------
DEBTOR (Last Name First) 2A. Social Security No., Federal Tax No.
INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC 72-1280590
- ------------------------------------------------------------------------------------------------------------------------------------
Mailing Address 2C. City, State 2D.Zip Code
l POYDRAS ST., 675 ONE SHELL SQUARE NEW ORLEANS, LA 70139
- ------------------------------------------------------------------------------------------------------------------------------------
ADDITIONAL DEBTOR (If Any) (Last Name First) 3A, Social Security No., Federal
Tax No.
- ------------------------------------------------------------------------------------------------------------------------------------
Mailing Address 3C. City, State 3D. Zip Code
SECURED PARTY TELECOMMUNICATIONS FINANCE GROUP 4A Social Security No.,
Federal Tax No.
NAME or Bank Transit and A.B.A.
No.
MAILING ADDRESS 400 RINEHART ROAD 52-2122392
CITY LAKE MARY STATE FL ZIPCODE 32746
- ------------------------------------------------------------------------------------------------------------------------------------
ASSIGNEE OF SECURED PARTY (If Any) 5A Social Security No.,
Federal Tax No.
NAME or Bank Transit and A.B.A.
No.
MAILING ADDRESS
CITY STATE ZIP CODE
- ------------------------------------------------------------------------------------------------------------------------------------
A [ ] CONTINUATION-The original Financing Statement between the foregoing Debtor and Secured Party bearing the file number
and date shown above is continued. If collateral is crops or timber, check here [ ] and Insert description of real
property on which growing or to be grown in item 7 below,
- ------------------------------------------------------------------------------------------------------------------------------------
B [ ] RELEASE-From the collateral described In the Financing Statement bearing the file number shown above, the Secured
Party releases the collateral described in item 7 below.
- ------------------------------------------------------------------------------------------------------------------------------------
C [ ] ASSIGNMENT-The Secured Party certifies that the Secured Party has assigned to the Assignee above named, all the Secured C
Party's rights under the Financing Statement bearing the file number shown above In the collateraldescribed in Item 7
below.
- ------------------------------------------------------------------------------------------------------------------------------------
D [ ] TERMINATION-The Secured Party certifies that the Secured Party no longer claims a security interest under the Financing
Statement bearing the file number shown above.
- ------------------------------------------------------------------------------------------------------------------------------------
E [X] AMENDMENT-The Financing Statement bearing the file number shown above is amended as set forth in item 7 below. (Signature
of Debtor required on all amendments.)
- ------------------------------------------------------------------------------------------------------------------------------------
F [ ] OTHER
- ------------------------------------------------------------------------------------------------------------------------------------
NEW DEBTOR IS AS FOLLOWS:
HIGHPOINT INTERNATIONAL TELECOM, INC. - FEIN: 91-1917016
1890 SHORELINE BLVD.
MOUNTAIN VIEW, CA 94043-1320
THIS DEBTOR ASSUMES ALL RESPONSIBILITY UNDER THIS LEASE AGREEMENT.
(SITE: LOS ANGELES, CA)
- ------------------------------------------------------------------------------------------------------------------------------------
9. This Space for Use of Filing Officer
(Date) Nov 30 1998 (Date, Time, Filing Office)
-------------------- --
HIGHPOINT INTERNATIONAL TELECOM, INC.
By
----------------------------------------------------------------------------
SIGNATURE (S) OF DEBTOR(S) (TITLE)
TELECOMMUNICATIONS FINANCE GROUP
By:
---------------------------------------------------------------------------
SIGNATURE (S) OF SECURED PARTY (IES) (TITLE)
- --------------------------------------------------------------------------------
1O. Return Copy to
TELECOMMUNICATIONS FINANCE GROUP
400 RINEHART RD.
LAKE MARY, FL 32746
ATTN: J. KEYS (A-5)
UNIFORM COMMERCIAL CODE-FORM UCC-2
Printed by UCC
Control-Libra Soft, Inc.
(1) FILING OFFICER COPY Approved by the Secretary of State 229 Johnson St., Suite C, Santa Fe, NM 87501
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
Matthew Dickstein
This STATEMENT is presented for filing pursuant to the California Uniform Commercial Code DESK COPY
- ------------------------------------------------------------------------------------------------------------------------------------
File No. Orig. 1A. Date at Filing of Orig. 1B. Date of 1C. Place of Filing Orig.
Financing Statement 1A. Financing Statement Orig. Financing Statement Financing Statement LOS ANGELES COUNTY
7-360980 3/11/97 11/6/96
- ------------------------------------------------------------------------------------------------------------------------------------
DEBTOR (Last Name First) 2A. Social Security No., Federal Tax No.
A INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC 72-1280590
- ------------------------------------------------------------------------------------------------------------------------------------
Mailing Address 2C. City, State 2D.Zip Code
l POYDRAS ST., 675 ONE SHELL SQUARE NEW ORLEANS, LA 70139
- ------------------------------------------------------------------------------------------------------------------------------------
ADDITIONAL DEBTOR (If Any) (Last Name First) 3A, Social Security No., Federal
Tax No.
- ------------------------------------------------------------------------------------------------------------------------------------
Mailing Address 3C. City, State 3D. Zip Code
SECURED PARTY TELECOMMUNICATIONS FINANCE GROUP 4A Social Security No.,
Federal Tax No.
NAME or Bank Transit and A.B.A.
No.
MAILING ADDRESS 400 RINEHART ROAD 52-2122392
CITY LAKE MARY STATE FL ZIPCODE 32746
- ------------------------------------------------------------------------------------------------------------------------------------
ASSIGNEE OF SECURED PARTY (If Any) 5A Social Security No.,
Federal Tax No.
NAME or Bank Transit and A.B.A.
No.
MAILING ADDRESS
CITY STATE ZIP CODE
- ------------------------------------------------------------------------------------------------------------------------------------
A [ ] CONTINUATION-The original Financing Statement between the foregoing Debtor and Secured Party bearing the file number
and date shown above is continued. If collateral is crops or timber, check here [ ] and Insert description of real
property on which growing or to be grown in item 7 below,
- ------------------------------------------------------------------------------------------------------------------------------------
B [ ] RELEASE-From the collateral described In the Financing Statement bearing the file number shown above, the Secured
Party releases the collateral described in item 7 below.
- ------------------------------------------------------------------------------------------------------------------------------------
C [ ] ASSIGNMENT-The Secured Party certifies that the Secured Party has assigned to the Assignee above named, all the Secured C
Party's rights under the Financing Statement bearing the file number shown above In the collateraldescribed in Item 7
below.
- ------------------------------------------------------------------------------------------------------------------------------------
D [ ] TERMINATION-The Secured Party certifies that the Secured Party no longer claims a security interest under the Financing
Statement bearing the file number shown above.
- ------------------------------------------------------------------------------------------------------------------------------------
E [X] AMENDMENT-The Financing Statement bearing the file number shown above is amended as set forth in item 7 below. (Signature
of Debtor required on all amendments.)
- ------------------------------------------------------------------------------------------------------------------------------------
F [ ] OTHER
- ------------------------------------------------------------------------------------------------------------------------------------
NEW DEBTOR IS AS FOLLOWS:
HIGHPOINT INTERNATIONAL TELECOM, INC. - FEIN: 91-1917016
1890 SHORELINE BLVD.
MOUNTAIN VIEW, CA 94043-1320
THIS DEBTOR ASSUMES ALL RESPONSIBILITY UNDER THIS LEASE AGREEMENT.
(SITE: LOS ANGELES, CA)
- ------------------------------------------------------------------------------------------------------------------------------------
9. This Space for Use of Filing Officer
(Date) Nov 30 1998 (Date, Time, Filing Office)
-------------------- --
HIGHPOINT INTERNATIONAL TELECOM, INC.
By
----------------------------------------------------------------------------
SIGNATURE (S) OF DEBTOR(S) (TITLE)
TELECOMMUNICATIONS FINANCE GROUP
By:
---------------------------------------------------------------------------
SIGNATURE (S) OF SECURED PARTY (IES) (TITLE)
- --------------------------------------------------------------------------------
1O. Return Copy to
TELECOMMUNICATIONS FINANCE GROUP
400 RINEHART RD.
LAKE MARY, FL 32746
ATTN: J. KEYS (A-5)
UNIFORM COMMERCIAL CODE-FORM UCC-2
Printed by UCC
Control-Libra Soft, Inc.
(1) FILING OFFICER COPY Approved by the Secretary of State 229 Johnson St., Suite C, Santa Fe, NM 87501
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
This STATEMENT is presented for filing pursuant to Chapter 9 of the Louisiana Commercial Laws DESK COPY
- ------------------------------------------------------------------------------------------------------------------------------------
File No. of Orig. 1A. Date at Filing of Orig. 1B. Date of 1C. Place of Filing Orig.
Financing Statement Financing Statement Orig. Financing Statement Financing Statement
7-360980 3/11/97 11/6/96 Los Angeles County
- ------------------------------------------------------------------------------------------------------------------------------------
DEBTOR (LAST NAME, FIRST, MIDDLE-IF AN INDIVIDUAL) 2A. SS# OR EMPLOYER I.D. NO.
ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC 72-1280590
- ------------------------------------------------------------------------------------------------------------------------------------
2B.Mailing Address 2C. City, State 2D.Zip Code
701 POYDRAS ST., 675 ONE SHELL SQUARE NEW ORLEANS, LA 70139
- ------------------------------------------------------------------------------------------------------------------------------------
ADDITIONAL DEBTOR (IF ANY)(LAST NAME FIRST) 3A. SS# OR EMPLOYER I.D. NO
- ------------------------------------------------------------------------------------------------------------------------------------
3B. MAILING ADDRESS 3C. City, State 3D.Zip Code
- ------------------------------------------------------------------------------------------------------------------------------------
SECURED PARTY TELECOMMUNICATIONS FINANCE GROUP 4A. SS# OR EMPLOYER I.D. NO.
52-2122392
NAME
MAILING ADDRESS 400 RINEHART ROAD
CITY LAKE MARY STATE FL ZIP CODE 32746
- ------------------------------------------------------------------------------------------------------------------------------------
ASSIGNEE OF SECURED PARTY (IF ANY) 5A. SS# OR EMPLOYER I.D. NO.
NAME
MAILING ADDRESS
CITY STATE ZIP CODE
- ------------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------ORIGINAL FINANCING STATEMENT--------------------------------------------------------
6A. FILE NO. OF ORIGINAL FINANCING STATEMENT 6B, PRE-CHAPTER 9 ENTRY NO. 6C. PARISH IN WHICH FILED 6D. DATE OF ORIGINAL FILING
36-114237 PARISH OF ORLEANS, LA 1/22/97
- ------------------------------------------------------------------------------------------------------------------------------------
7. TYPE OF ACTION (Check only one)
A [ ] CONTINUATION- The original Financing Statement between the Debtor and Secured Party bearing the file number shown
above is still effective.
B [ ] RELEASE- The Secured Party releases the collateral described in Item No. 8 below from the Financing Statement bearing
the number shown above.
C [ ] PARTIAL ASSIGNMENT- Some or the secured party's rights under the Financing Statement bearing the file number shown
above have been assigned to the assignee above Named. A description of the collateral subject to the assignment is set
forth in Item No. 8 below.
D [ ] ASSIGNMENT- The Secured Party has assigned to the Assignee above named all the Secured Party's rights under the
Financing Statement bearing the file number shown above.
E [ ] TERMINATION- The Secured Party no longer claims a security interest under the Financing Statement bearing the file
number shown above.
F [X] AMENDMENT- The Financing Statement bearing the file number shown above is amended as set forth in Item No. 8 below.
G [ ] OTHER
----------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
8. DESCRIPTION (Required for Release, Assignment, Amendment and Reinscription of Pre-Chapter 9 Filings)
NEW DEBTOR IS AS FOLLOWS:
HIGHPOINT INTERNATIONAL TELECOM, INC. FEIN: 91-1917016
1890 SHORELINE BLVD.
MOUNTAIN VIEW, CA 94043-1320
THIS DEBTOR ASSUMES ALL RESPONSIBILITY UNDER THIS LEASE AGREEMENT.
(SITE: LOS ANGELES, CA)
- ------------------------------------------------------------------------------------------------------------------------------------
9. SIGNATURE (S) OF DEBTOR (S) IF REQUIRED 12. THIS SPACE FOR USE OF FILING OFFICER
HIGHPOINT INTERNATIONAL TELECOM, INC. (DATE, TIME, ENTRY # AND FILING OFFICER)
- -------------------------------------------------------------------------------
PARTY (IES) (if applicable)
TELECOMMUNICATIONS FINANCE GROUP
- --------------------------------------------------------------------------------
11. Return copy to:
NAME TELECOMMUNICATIONS FINANCE GROUP
ADDRESS 400 RINEHART RD.
LAKE MARY, FL 32746
ZIP CODE CITY, STATE ATTN: J. KEYS (A-5) ----------------------------------------------------
- -------------------------------------------------------------------------------
13. Number of additional sheets presented 0
----------------------------------------------------
LOUISIANA APPROVED FORM UCC-3 SECRETARY OF STATE W. FOX McKEITHEN (REV. 1/92)
(1) FILING OFFICER COPY
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
This STATEMENT is presented to a filing officer for filing pursuant to the Uniform Commercial Code. 3 Maturity date (if any):
DESK COPY
- ------------------------------------------------------------------------------------------------------------------------------------
1. Debtor(s) (Last Name First) and address (es) 2. Secured Party (ies) and address (es) For Filing Officer (Date, Time,
Number, and Filing
ATHENA INTERNATIONAL LTD. TELECOMMUNICATIONS FINANCE Office)
LIABILITY CO. GROUP
701 POYDRAS ST., 675 ONE SHELL 400 RINEHART ROAD
NEW ORLEANS, LA 70139 LAKE MARY, FL 32746
FEIN: 72-1280590 FEIN: 52-2122392
- ---------------------------------------------------------------------------------------
4. This statement refers to original Financing Statement bearing File No. 942086285
Filed with Secretary of State, CO Date Filed 11/21/94
- ------------------------------------------------------------------------------------------------------------------------------------
5. [ ] Continuation. The original financing statement between the foregoing Debtor and Secured Party, bearing file number shown
above, is still effective.
6. [ ] Termination. Secured party no longer claims a security interest under the financing statement bearing file number shown
above.
7. [ ] Assignment. The secured party's right under the financing statement bearing file number shown above to the properly
described in Item 10 have been assigned to the Assignee whose name and address appears in Item 10.
8. [X] Amendment Financing Statement bearing file number shown above is amended as set forth in item 10.
9. [ ] Partial Release Secured Party releases the collateral described in Item 10 from the financing statement bearing file number
shown above.
- ------------------------------------------------------------------------------------------------------------------------------------
10. NEW DEBTOR IS AS FOLLOWS:
HIGHPOINT INTERNATIONAL TELECOM, INC. - FEIN: 91-1917016
1890 SHORELINE BLVD.
MOUNTAIN VIEW, CA 94043-1320
THIS DEBTOR ASSUMES ALL RESPONSIBILITY UNDER THIS LEASE AGREEMENT.
(SITE: DENVER, CO)
No. of additional Sheets presented: 0
- ------------------------------------------------------------------------------------------------------------------------------------
HIGHPOINT INTERNATIONAL TELECOM, INC. TELECOMMUNICATIONS FINANCE GROUP
- ----------------------------------------------------------------------- -----------------------------------------------
By: By:
-------------------------------------------------------------------- -----------------------------------------------
Signature(s) Of Debtor(s) (necessary only if item 8 is applicable). Signature(s) of Secured Party (ies)
STANDARD FORM-FORM UCC-3
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C>
This STATEMENT is presented for filing pursuant to Chapter 9 of the Louisiana Commercial Laws DESK COPY
- ------------------------------------------------------------------------------------------------------------------------------------
1A. DEBTOR (LAST NAME, FIRST, MIDDLE-IF AN INDIVIDUAL) 1B. SS# OR EMPLOYER I.D. NO.
ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC 72-1280590
- ------------------------------------------------------------------------------------------------------------------------------------
701 POYDRAS ST., 675 ONE SHELL SQUARE NEW ORLEANS, LA 70139
- ------------------------------------------------------------------------------------------------------------------------------------
2A. ADDITIONAL DEBTOR (IF ANY)(LAST NAME, FIRST, MIDDLE-IF AN INDIVIDUAL) 2B. SS# OR EMPLOYER I.D. NO.
- ------------------------------------------------------------------------------------------------------------------------------------
2C. MAILING ADDRESS
- ------------------------------------------------------------------------------------------------------------------------------------
3A. ADDITIONAL DEBTOR DEBTOR'S TRADE NAMES OR STYLES (IF ANY) 3B. SS# OR EMPLOYER I.D. NO.
- ------------------------------------------------------------------------------------------------------------------------------------
3C. MAILING ADDRESS
- ------------------------------------------------------------------------------------------------------------------------------------
4A. SECURED PARTY SECURED PARTY INFORMATION 4B. SS# OR EMPLOYER I.D. NO.
TELECOMMUNICATIONS FINANCE GROUP 52-2122392
- ------------------------------------------------------------------------------------------------------------------------------------
4C. MAILING ADDRESS
400 RINEHART ROAD LAKE MARY, FL 32746
- ------------------------------------------------------------------------------------------------------------------------------------
5A. ASSIGNEE OF SECURED PARTY (IF ANY) 5B. SS# OR EMPLOYER I.D. NO.
- ------------------------------------------------------------------------------------------------------------------------------------
5C. MAILING ADDRESS
- ------------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------ORIGINAL FINANCING STATEMENT--------------------------------------------------------
- ----------------------------------------------- --------------------------------------------------------
6A. FILE NO. OF ORIGINAL FINANCING STATEMENT 6B., PRE-CHAPTER 9 ENTRY NO. 6C. PARISH IN WHICH FILED 6D. DATE OF ORIGINAL FILING
36-108564 PARISH OF ORLEANS, LA 7/15/96
- ------------------------------------------------------------------------------------------------------------------------------------
7. TYPE OF ACTION (Check only one)
A [ ] CONTINUATION- The original Financing Statement between the Debtor and Secured Party bearing the file number shown
above is still effective.
B [ ] RELEASE- The Secured Party releases the collateral described in Item No. 8 below from the Financing Statement bearing
the number shown above.
C [ ] PARTIAL ASSIGNMENT- Some of the secured party's rights under the Financing Statement bearing the file number shown
above have been assigned to the assignee above named. A description of the collateral subject to the assignment is set
forth in Item No. 8 below.
D [ ] ASSIGNMENT- The Secured Party has assigned to the Assignee above named all the Secured Party's rights under the
Financing Statement bearing the file number shown above.
E [ ] TERMINATION- The Secured Party no longer claims a security interest under the Financing Statement bearing the file
number shown above.
F [X] AMENDMENT- The Financing Statement bearing the file number shown above is amended as set forth in Item No. 8 below.
G [ ] OTHER
----------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
8. DESCRIPTION (Required for Release, Assignment, Amendment and Reinscription of Pre-Chapter 9 Filings)
NEW DEBTOR IS AS FOLLOWS:
HIGHPOINT INTERNATIONAL TELECOM, INC.
1890 SHORELINE BLVD.
MOUNTAIN VIEW, CA 94043-1320
FEIN: 91-1917016
THIS DEBTOR ASSUMES ALL RESPONSIBILITY UNDER THIS LEASE AGREEMENT.
(SITE: NEW YORK, NY)
- ------------------------------------------------------------------------------------------------------------------------------------
9. SIGNATURE(S) OF DEBTOR(S) IF REQUIRED 12. THIS SPACE FOR USE OF FILING OFFICER
HIGHPOINT INTERNATIONAL TELECOM, INC. (DATE, TIME, ENTRY # AND FILING OFFICER)
illegible
- -------------------------------------------------------------------------------
PARTY(IES) (if applicable)
10. SIGNATURE(S) OF SECURED
TELECOMMUNICATIONS FINANCE GROUP
- --------------------------------------------------------------------------------
11. Return copy to:
NAME TELECOMMUNICATIONS FINANCE GROUP
ADDRESS 400 RINEHART RD.
LAKE MARY, FL 32746
CITY, STATE ZIP CODE ATTN: J. KEYS (A-5) ----------------------------------------------------
- -------------------------------------------------------------------------------
13. Number of additional sheets presented 0
----------------------------------------------------
LOUISIANA APPROVED FORM UCC-3 SECRETARY OF STATE W. FOX McKEITHEN (REV. 1/92)
(1) FILING OFFICER COPY
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
This STATEMENT is presented to a filing officer for filing pursuant to the Uniform Commercial Code. 3 Maturity date (if any):
DESK COPY
- ------------------------------------------------------------------------------------------------------------------------------------
1. Debtor(s) (Last Name First) and address (es) 2. Secured Party (ies) and address (es) For Filing Officer (Date, Time,
Number, and Filing
ATHENA INTERNATIONAL LTD. TELECOMMUNICATIONS FINANCE Office)
LIABILITY CO. DBA ATHENA GROUP
INTERNATIONAL, LLC 400 RINEHART ROAD
701 POYDRAS ST., 675 ONE SHELL LAKE MARY, FL 32746
NEW ORLEANS, LA 70139 FEIN: 52-2122392
FEIN: 72-1280590
- ---------------------------------------------------------------------------------------
4. This statement refers to original Financing Statement bearing File No. 96PN32501
Filed with NEW YORK COUNTY, NY Date Filed 7/26/96
- ------------------------------------------------------------------------------------------------------------------------------------
5. [ ] Continuation. The original financing statement between the foregoing Debtor and Secured Party, bearing file number shown
above, is still effective.
6. [ ] Termination. Secured party no longer claims a security interest under the financing statement bearing file number shown
above.
7. [ ] Assignment. The secured party's right under the financing statement bearing file number shown above to the properly
described in Item 10 have been assigned to the Assignee whose name and address appears in Item 10.
8. [X] Amendment Financing Statement bearing file number shown above is amended as set forth in item 10.
9. [ ] Partial Release Secured Party releases the collateral described in Item 10 from the financing statement bearing file number
shown above.
- ------------------------------------------------------------------------------------------------------------------------------------
10. NEW DEBTOR IS AS FOLLOWS:
HIGHPOINT INTERNATIONAL TELECOM, INC. - FEIN: 91-1917016
1890 SHORELINE BLVD.
MOUNTAIN VIEW, CA 94043-1320
THIS DEBTOR ASSUMES ALL RESPONSIBILITY UNDER THIS LEASE AGREEMENT.
(SITE: NEW YORK, NY)
No. of additional Sheets presented: 0
- ------------------------------------------------------------------------------------------------------------------------------------
HIGHPOINT INTERNATIONAL TELECOM, INC. TELECOMMUNICATIONS FINANCE GROUP
- ----------------------------------------------------------------------- -----------------------------------------------
By: By:
-------------------------------------------------------------------- -----------------------------------------------
Signature(s) Of Debtor(s) (necessary only if item 8 is applicable). Signature(s) of Secured Party (ies)
STANDARD FORM-FORM UCC-3
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
This STATEMENT is presented for filing pursuant to Chapter 9 of the Louisiana Commercial Laws DESK COPY
- ------------------------------------------------------------------------------------------------------------------------------------
1A. DEBTOR (LAST NAME, FIRST, MIDDLE-IF AN INDIVIDUAL) 1B. SS# OR EMPLOYER I.D. NO.
ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC 72-1280590
- ------------------------------------------------------------------------------------------------------------------------------------
701 POYDRAS ST., 675 ONE SHELL SQUARE NEW ORLEANS, LA 70139
- ------------------------------------------------------------------------------------------------------------------------------------
2A. ADDITIONAL DEBTOR (IF ANY)(LAST NAME, FIRST, MIDDLE-IF AN INDIVIDUAL) 2B. SS# OR EMPLOYER I.D. NO.
- ------------------------------------------------------------------------------------------------------------------------------------
2C. MAILING ADDRESS
- ------------------------------------------------------------------------------------------------------------------------------------
3A. ADDITIONAL DEBTOR DEBTOR'S TRADE NAMES OR STYLES (IF ANY) 3B. SS# OR EMPLOYER I.D. NO.
- ------------------------------------------------------------------------------------------------------------------------------------
3C. MAILING ADDRESS
- ------------------------------------------------------------------------------------------------------------------------------------
4A. SECURED PARTY SECURED PARTY INFORMATION 4B. SS# OR EMPLOYER I.D. NO.
TELECOMMUNICATIONS FINANCE GROUP 52-2122392
- ------------------------------------------------------------------------------------------------------------------------------------
4C. MAILING ADDRESS
400 RINEHART ROAD LAKE MARY, FL 32746
- ------------------------------------------------------------------------------------------------------------------------------------
5A. ASSIGNEE OF SECURED PARTY (IF ANY) 5B. SS# OR EMPLOYER I.D. NO.
- ------------------------------------------------------------------------------------------------------------------------------------
5C. MAILING ADDRESS
- ------------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------ORIGINAL FINANCING STATEMENT--------------------------------------------------------
- ----------------------------------------------- --------------------------------------------------------
6A. FILE NO. OF ORIGINAL FINANCING STATEMENT 6B. PRE-CHAPTER 9 ENTRY NO. 6C. PARISH IN WHICH FILED 6D. DATE OF ORIGINAL FILING
36-108564 PARISH OF ORLEANS, LA 7/15/96
- ------------------------------------------------------------------------------------------------------------------------------------
7. TYPE OF ACTION (Check only one)
A [ ] CONTINUATION- The original Financing Statement between the Debtor and Secured Party bearing the file number shown
above is still effective.
B [ ] RELEASE- The Secured Party releases the collateral described in Item No. 8 below from the Financing Statement bearing
the number shown above.
C [ ] PARTIAL ASSIGNMENT- Some of the secured party's rights under the Financing Statement bearing the file number shown
above have been assigned to the assignee above Named. A description of the collateral subject to the assignment is set
forth in Item No. 8 below.
D [ ] ASSIGNMENT- The Secured Party has assigned to the Assignee above named all the Secured Party's rights under the
Financing Statement bearing the file number shown above.
E [ ] TERMINATION- The Secured Party no longer claims a security interest under the Financing Statement bearing the file
number shown above.
F [X] AMENDMENT- The Financing Statement bearing the file number shown above is amended as set forth in Item No. 8 below.
G [ ] OTHER
----------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
8. DESCRIPTION (Required for Release, Assignment, Amendment and Reinscription of Pre-Chapter 9 Filings)
NEW DEBTOR IS AS FOLLOWS:
HIGHPOINT INTERNATIONAL TELECOM, INC.
1890 SHORELINE BLVD.
MOUNTAIN VIEW, CA 94043-1320
FEIN: 91-1917016
THIS DEBTOR ASSUMES ALL RESPONSIBILITY UNDER THIS LEASE AGREEMENT.
(SITE: NEW YORK, NY)
- ------------------------------------------------------------------------------------------------------------------------------------
9. SIGNATURE(S) OF DEBTOR(S) IF REQUIRED 12. THIS SPACE FOR USE OF FILING OFFICER
HIGHPOINT INTERNATIONAL TELECOM, INC. (DATE, TIME, ENTRY # AND FILING OFFICER)
illegible
- -------------------------------------------------------------------------------
SIGNATURE(S) OF SECURED PARTY (IES) (if applicable)
TELECOMMUNICATIONS FINANCE GROUP
- --------------------------------------------------------------------------------
11. Return copy to:
NAME TELECOMMUNICATIONS FINANCE GROUP
ADDRESS 400 RINEHART RD.
CITY, STATE LAKE MARY, FL 32746
ZIP CODE ATTN: J. KEYS (A-5) ----------------------------------------------------
- -------------------------------------------------------------------------------
13. Number of additional sheets presented 0
----------------------------------------------------
LOUISIANA APPROVED FORM UCC-3 SECRETARY OF STATE W. FOX McKEITHEN (REV. 1/92)
(1) FILING OFFICER COPY
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
This STATEMENT is presented for filing pursuant to Chapter 9 of the Louisiana Commercial Laws DESK COPY
- ------------------------------------------------------------------------------------------------------------------------------------
1A. DEBTOR {LAST NAME, FIRST, MIDDLE-IF AN INDIVIDUAL) 1B. SS# OR EMPLOYER I.D. NO.
ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC 72-1280590
- ------------------------------------------------------------------------------------------------------------------------------------
701 POYDRAS ST., 675 ONE SHELL SQUARE NEW ORLEANS, LA 70139
- ------------------------------------------------------------------------------------------------------------------------------------
A. ADDITIONAL DEBTOR (IF ANY)(LAST NAME, FIRST, MIDDLE-IF AN INDIVIDUAL) 2B. SS# OR EMPLOYER I.D. NO
- ------------------------------------------------------------------------------------------------------------------------------------
2C. MAILING ADDRESS
- ------------------------------------------------------------------------------------------------------------------------------------
3A. ADDITIONAL DEBTOR DEBTOR'S TRADE NAMES OR STYLES (IF ANY) 3B. SS# OR EMPLOYER I.D. NO
- ------------------------------------------------------------------------------------------------------------------------------------
3C. MAILING ADDRESS
- ------------------------------------------------------------------------------------------------------------------------------------
4A. SECURED PARTY SECURED PARTY INFORMATION 4B SS# OR EMPLOYER I.D. NO.
TELECOMMUNICATIONS FINANCE GROUP 52-2122392
- ------------------------------------------------------------------------------------------------------------------------------------
4C. MAILING ADDRESS
400 RINEHART ROAD LAKE MARY, FL 32746
- ------------------------------------------------------------------------------------------------------------------------------------
5A. ASSIGNEE OF SECURED PARTY (IF ANY) 58. SS# OR EMPLOYER I.D. NO.
- ------------------------------------------------------------------------------------------------------------------------------------
5C. MAILING ADDRESS
- ------------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------ORIGINAL FINANCING STATEMENT--------------------------------------------------------
- ----------------------------------------------- --------------------------------------------------------
6A. FILE NO. OF ORIGINAL FINANCING STATEMENT 6B, PRE-CHAPTER 9 ENTRY NO. 6C. PARISH IN WHICH FILED 6D. DATE OF ORIGINAL FILING
36-114237 PARISH OF ORLEANS, LA 1/22/97
- ------------------------------------------------------------------------------------------------------------------------------------
7. TYPE OF ACTION (Check only one)
A [ ] CONTINUATION- The original Financing Statement between the Debtor and Secured Party bearing the file number shown
above is still effective.
B [ ] RELEASE- The Secured Party releases the collateral described in Item No. 8 below from the Financing Statement bearing
the number shown above.
C [ ] PARTIAL ASSIGNMENT- Some or the secured party's rights under the Financing Statement bearing the file number shown
above have been assigned to the assignee above Named. A description of the collateral subject to the assignment is set
forth in Item No. 8 below.
D [ ] ASSIGNMENT- The Secured Party has assigned to the Assignee above named all the Secured Party's rights under the
Financing Statement bearing the file number shown above.
E [ ] TERMINATION- The Secured Party no longer claims a security interest under the Financing Statement bearing the file
number shown above.
F [X] AMENDMENT- The Financing Statement bearing the file number shown above is amended as set forth in Item No. 8 below.
G [ ] OTHER
----------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
8. DESCRIPTION (Required for Release, Assignment, Amendment and Reinscription of Pre-Chapter 9 Filings)
NEW DEBTOR IS AS FOLLOWS:
HIGHPOINT INTERNATIONAL TELECOM, INC.
1890 SHORELINE BLVD.
MOUNTAIN VIEW, CA 94043-1320
FEIN: 91-1917016
THIS DEBTOR ASSUMES ALL RESPONSIBILITY UNDER THIS LEASE AGREEMENT.
(SITE: LOS ANGELES, CA)
- ------------------------------------------------------------------------------------------------------------------------------------
9. SIGNATURE (S) OF DEBTOR (S) IF REQUIRED 12. THIS SPACE FOR USE OF FILING OFFICER
HIGHPOINT INTERNATIONAL TELECOM, INC. (DATE, TIME, ENTRY # AND FILING OFFICER)
- -------------------------------------------------------------------------------
PARTY (IES) (if applicable)
TELECOMMUNICATIONS FINANCE GROUP
- --------------------------------------------------------------------------------
11. Return copy to:
NAME TELECOMMUNICATIONS FINANCE GROUP
ADDRESS 400 RINEHART RD.
LAKE MARY, FL 32746
ZIP CODE CITY, STATE ATTN: J. KEYS (A-5) ----------------------------------------------------
- -------------------------------------------------------------------------------
13. Number of additional sheets presented 0
----------------------------------------------------
LOUISIANA APPROVED FORM UCC-3 SECRETARY OF STATE W. FOX McKEITHEN (REV. 1/92)
(1) FILING OFFICER COPY
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
This STATEMENT is presented for filing pursuant to Chapter 9 of the Louisiana Commercial Laws DESK COPY
- ------------------------------------------------------------------------------------------------------------------------------------
1A. DEBTOR {LAST NAME, FIRST, MIDDLE-IF AN INDIVIDUAL) 1B. SS# OR EMPLOYER I.D. NO.
ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC 72-1280590
- ------------------------------------------------------------------------------------------------------------------------------------
701 POYDRAS ST., 675 ONE SHELL SQUARE NEW ORLEANS, LA 70139
- ------------------------------------------------------------------------------------------------------------------------------------
A. ADDITIONAL DEBTOR (IF ANY)(LAST NAME, FIRST, MIDDLE-IF AN INDIVIDUAL) 2B. SS# OR EMPLOYER I.D. NO
- ------------------------------------------------------------------------------------------------------------------------------------
2C. MAILING ADDRESS
- ------------------------------------------------------------------------------------------------------------------------------------
3A. ADDITIONAL DEBTOR DEBTOR'S TRADE NAMES OR STYLES (IF ANY) 3B. SS# OR EMPLOYER I.D. NO
- ------------------------------------------------------------------------------------------------------------------------------------
3C. MAILING ADDRESS
- ------------------------------------------------------------------------------------------------------------------------------------
4A. SECURED PARTY SECURED PARTY INFORMATION 4B SS# OR EMPLOYER I.D. NO.
TELECOMMUNICATIONS FINANCE GROUP 52-2122392
- ------------------------------------------------------------------------------------------------------------------------------------
4C. MAILING ADDRESS
400 RINEHART ROAD LAKE MARY, FL 32746
- ------------------------------------------------------------------------------------------------------------------------------------
5A. ASSIGNEE OF SECURED PARTY (IF ANY) 58. SS# OR EMPLOYER I.D. NO.
- ------------------------------------------------------------------------------------------------------------------------------------
5C. MAILING ADDRESS
- ------------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------ORIGINAL FINANCING STATEMENT--------------------------------------------------------
- ----------------------------------------------- --------------------------------------------------------
6A. FILE NO. OF ORIGINAL FINANCING STATEMENT 6B, PRE-CHAPTER 9 ENTRY NO. 6C. PARISH IN WHICH FILED 6D. DATE OF ORIGINAL FILING
36-114237 PARISH OF ORLEANS, LA 1/22/97
- ------------------------------------------------------------------------------------------------------------------------------------
7. TYPE OF ACTION (Check only one)
A [ ] CONTINUATION- The original Financing Statement between the Debtor and Secured Party bearing the file number shown
above is still effective.
B [ ] RELEASE- The Secured Party releases the collateral described in Item No. 8 below from the Financing Statement bearing
the number shown above.
C [ ] PARTIAL ASSIGNMENT- Some or the secured party's rights under the Financing Statement bearing the file number shown
above have been assigned to the assignee above Named. A description of the collateral subject to the assignment is set
forth in Item No. 8 below.
D [ ] ASSIGNMENT- The Secured Party has assigned to the Assignee above named all the Secured Party's rights under the
Financing Statement bearing the file number shown above.
E [ ] TERMINATION- The Secured Party no longer claims a security interest under the Financing Statement bearing the file
number shown above.
F [X] AMENDMENT- The Financing Statement bearing the file number shown above is amended as set forth in Item No. 8 below.
G [ ] OTHER
----------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
8. DESCRIPTION (Required for Release, Assignment, Amendment and Reinscription of Pre-Chapter 9 Filings)
NEW DEBTOR IS AS FOLLOWS:
HIGHPOINT INTERNATIONAL TELECOM, INC.
1890 SHORELINE BLVD.
MOUNTAIN VIEW, CA 94043-1320
FEIN: 91-1917016
THIS DEBTOR ASSUMES ALL RESPONSIBILITY UNDER THIS LEASE AGREEMENT.
(SITE: LOS ANGELES, CA)
- ------------------------------------------------------------------------------------------------------------------------------------
9. SIGNATURE (S) OF DEBTOR (S) IF REQUIRED 12. THIS SPACE FOR USE OF FILING OFFICER
HIGHPOINT INTERNATIONAL TELECOM, INC. (DATE, TIME, ENTRY # AND FILING OFFICER)
- -------------------------------------------------------------------------------
PARTY (IES) (if applicable)
TELECOMMUNICATIONS FINANCE GROUP
- --------------------------------------------------------------------------------
11. Return copy to:
NAME TELECOMMUNICATIONS FINANCE GROUP
ADDRESS 400 RINEHART RD.
LAKE MARY, FL 32746
ZIP CODE CITY, STATE ATTN: J. KEYS (A-5) ----------------------------------------------------
- -------------------------------------------------------------------------------
13. Number of additional sheets presented 0
----------------------------------------------------
LOUISIANA APPROVED FORM UCC-3 SECRETARY OF STATE W. FOX McKEITHEN (REV. 1/92)
(1) FILING OFFICER COPY
</TABLE>
<PAGE>
LEASE AGREEMENT
This LEASE AGREEMENT, is effective on October 31, 1996 between
TELECOMMUNICATIONS FINANCE GROUP (hereinafter "Lessor"), and ATHENA
INTERNATIONAL LTD. LIABILITY CO. dba ATHENA INTERNATIONAL, LLC, a Louisiana LLC
corporation with its principal office located at 701 Poydras St., 675 One Shell
Square, New Orleans, LA 70139, (hereinafter "Lessee"). Louisiana LLC
1. Lease
Lessor, subject to the conditions set forth in Section 25
hereof, agrees to lease to Lessee and Lessee agrees to lease from Lessor
hereunder, those items of personal property (the "equipment") which are
described on Schedule I of Exhibit A hereto and amendments to Schedule 1. Lessee
agrees to execute and deliver to Lessor a certificate of delivery and acceptance
in substantively the form of Exhibit A hereto (a "Delivery Certificate")
immediately after Turnover of the equipment, and such execution shall constitute
Lessee's irrevocable acceptance of such items of equipment for all purposes of
this Lease. The Delivery Certificate shall constitute a part of this Lease to
the same extent as if the provisions thereof were set forth herein.
2. Definitions
"Amortization Deductions" as defined in Section 11 (b) (1)
hereof.
"Appraisal Procedure" shall mean the following procedure for
determining the Fair Market Sale Value of any item of
equipment. If either Lessor or Lessee shall request by notice
(the "Appraisal Request") to the other that such value be
determined by the Appraisal Procedure, (i) Lessor and Lessee
shall, within 15 days after the Appraisal Request, appoint an
Independent appraiser mutually satisfactory to them, or (ii)
if the parties are unable to agree on a mutually acceptable
appraiser within such time, Lessor and Lessee each appoint one
independent appraiser (provided that if either party hereto
fails to notify the other party hereto of the identity of the
independent appraiser chosen by it within 30 days after the
Appraisal Request, the determination of such value shall be
made by the independent appraiser chosen by such other party),
and (iii) if such appraisers cannot agree on such value within
20 days after their appointment and if one appraisal is not
within 5% of the other appraisal, Lessor and Lessee shall
choose a third independent appraiser mutually satisfactory to
them (or, if they fall to agree upon a third appraiser within
25 days after the appointment of the two appraisers, such
third independent appraiser shall within 20 days thereafter be
appointed by the American Arbitration Association). such value
shall be determined by such third independent appraiser within
20 days after his appointment, after consultation with the
other two Independent appraisers. If the first two appraisals
are within 5% of each other, then the average of the two
appraisals shall be the Fair Market Sale Value. The fees and
expenses of all appraisers shall be paid by Lessee.
"Business Day" shall mean a day other than a Saturday, Sunday
or legal holiday under the laws of the State of Florida.
"Code" shall mean the Internal Revenue Code of 1954, as
amended, or any comparable successor law.
"Commencement Date" as defined in Section 3 hereof.
"Default" shall mean any event or condition which after the
giving of notice or lapse of time or both would become an
Event of Default.
"Delivery Certificate" as defined in Section 1 hereof.
"Equipment" as defined in Section 1 hereof.
"Event of Default" as defined in Section 18 hereof.
"Event of Loss" shall mean, with respect to any item of
equipment, the actual or constructive total loss of such item
of equipment or the use thereof, due to theft, destruction,
damage beyond repair or rendition thereof permanently unfit
for normal use from any reason, whatsoever, or the
condemnation, confiscation or seizure of, or requisition of
title to or use of, such item of equipment.
"Fair Market Sale Value" shall, at any time with respect to
any item of equipment, be equal to the sale value of such item
of equipment which would be obtained in an arm's-length
transaction between an informed and willing seller under no
compulsion to sell and an informed and willing buyer-user
(other than a lessee currently in possession or a used
equipment or scrap dealer). For purposes of Section 7(b)
hereof, Fair Market Sale Value shall be determined by (i) an
independent appraiser (at Lessee's expense) selected by Lessor
or (ii) by the Appraisal Procedure if the Appraisal Request is
made at least 90 days (but not more than 360 days) prior to
the termination or expiration of the Lease Term, as the case
may be, which determination shall be made (a) without
deduction for any costs or expenses of dismantling or removal;
and (b) on the assumption that such item of equipment is free
and dear of all Liens and is in the condition and repair in
which it is required to be returned pursuant to Section 7 (a)
hereof. For purposes of Section 19(c) hereof, Fair Market Sale
Value shall be determined (at Lessee's expense) by an
independent appraiser selected by Lessor, on an "as-is
where-is" basis, without regard to the provisions of clauses
(a) and (b) above; provided that if Lessor shall have sold any
item of equipment pursuant to Section 19(b) hereof prior to
giving the notice referred to in Section 19(c) hereof, Fair
Market Sale Value of such item of equipment shall be the net
proceeds of such sale after deduction of all costs and
expenses incurred by Lessor in connection therewith: provided
further, that if for any reason Lessor is not able to obtain
possession of any item of equipment pursuant to Section 19(a)
hereof, the Fair Market Sale Value of such item of equipment
shall be zero.
"Imposition" as defined in Section 11 (a) hereof.
TFGLN001 4-
<PAGE>
(e) Financial Condition of the Lessee.
The financial statements and any other financial information of
Lessee heretofore furnished to Lessor are complete and correct and fairly
present the financial condition of Lessee and the results of its operations
for the respective periods covered thereby, there are no known contingent
liabilities or liabilities for taxes of Lessee which are not reflected in
said financial statements and since the date thereof, there has been no
material adverse change in such financial condition or operations.
(f) No Litigation.
There is no action, suit, investigation or proceeding by or before
any court, arbitrator, administrative agency or other governmental
authority pending or threatened against or affecting Lessee (A) which
involves the transactions contemplated by this Lease or the equipment; or
(B) which, if adversely determined, could have a material adverse effect on
the financial condition, business or operations of Lessee.
(g) United States Source Income.
No items of equipment shall be used in a way that results in the
creation of an item of income to Lessor, the source of which for Federal
Income Tax purposes is without the United States.
9. Liens.
Lessee will not directly or indirectly create, incur, assume,
suffer, or permit to exist any Lien on or with respect to the equipment.
10. Insurance.
Lessee shall maintain at all times on the equipment, at its
expense, property damage, direct damage and liability insurance in such
amounts, against such risks in such form and with such insurers as shall be
reasonably satisfactory to Lessor and any other Owner provided, that the
amount of direct damage insurance shall not on any date be less than the
greater of the full replacement value or the Stipulated Loss Value of the
equipment as of such date. Each insurance policy will, among other things,
name Lessor and any other Owner as an additional insured or as loss payee
(as the case may be) as their interests may appear, require that the
insurer give Lessor and any such Owner at least thirty (30) days prior
written notice of any alteration in or cancellation of the terms of such
policy, and require that the interest of Lessor and any such Owner continue
to be insured regardless of any breach of or violation by Lessee of any
warranties, declarations or conditions contained in such policy. Lessee
shall furnish to Lessor and such Owner a certificate or other evidence
satisfactory to Lessor that such insurance coverage is in effect provided,
however, that Lessor and such Owner shall be under no duty to ascertain the
existence or adequacy of such insurance.
11. Taxes.
(a) General Tax Provisions.
Lessee shall timely pay, and shall indemnify and hold Lessor harmless
from and against, all fees, taxes (whether sales, use, excise, personal
property or other taxes). Imposts, duties, withholdings, assessments and
other governmental charges of whatever kind or character. however
designated (together with any penalties, fines or interest thereon), all of
the foregoing being herein collectively called "Impositions", which are at
any time levied or imposed under this lease against Lessor, Lessee, this
Lease, the equipment or any part thereof by any Federal, State, or Local
Government or taxing authority in the United States or by any foreign
government or any subdivision or taxing authority thereof upon, with
respect to, as a result of or measured by (i) the equipment (or any part
thereof), or this Lease or the interests of the Lessor therein; or (ii) the
purchase, ownership, delivery, leasing, possession, maintenance, use,
operation, return, sale or other disposition of the equipment or any Part
thereof; or (iii) the rentals, receipts or earnings payable under this
Lease or otherwise arising from the equipment or any part thereof;
excluding, however. taxes based on or measured by the net income of Lessor
that are imposed by (1) the United States of America, or (2) the State of
Florida or any political subdivision of the State of Florida, or (3) any
other State of the United States of America or any political subdivision of
any such State in which Lessor is subject to impositions as the result
(whether solely or in part) of business or transactions unrelated to this
Lease. In case any report or return is required to be filed with respect to
any obligation of Lessee under this Section or arising out of this Section,
Lessee will notify Lessor of such requirement and make such report or
return in such manner as shall be satisfactory to Lessor, provided, that
the payment of any use taxes shall be made in such manner as specified by
Lessor in writing to Lessee; or (iv) The provisions of this Section shall
survive the expiration or earlier termination of this Lease.
(b) Special Tax Provisions.
(1) The Owner of the items of equipment, shall be entitled
to take into account in computing its Federal Income tax liability, Current
Tax Rate and such deductions, credits, and other benefits as are provided
by the Code to an owner of property, including, without limitation:
(A) Recovery deductions ("Recovery Deductions") under
Section 168 (a) of the Code for each item of equipment in an amount
determined, commencing with the 1997 taxable year, by multiplying the
Owner's Cost of such item of equipment by the percentages applicable under
Section 168 (b) of the Code with respect to "(5)-year property" within the
meaning of Section 168 (c) (2) of the Code;
(B) Amortization of expenses ("Amortization Deductions")
paid or to be paid by Owner in connection with this Lease at a rate no less
rapid than straight line over the Lease Term.
TFGLN001 INITIAL
<PAGE>
(ii) For the purposes of this Subsection 11 (b) only, the term
"owner" shall include the "common parent" and all other corporations included in
the affiliated group, within the meaning of Section 1504 of the Code (or any
other successor section thereto), of which Owner is or becomes a member.
12. Compliance with Laws: Operation and Maintenance,
(a) Lessee will use the equipment in a careful and proper manner, will
comply with and conform to all governmental laws, rules and regulations relating
thereto, and will cause the equipment to be operated in accordance with the
manufacturer's or supplier's instructions or manuals.
(b) Lessee will, at its own expense, keep and maintain the equipment in
good repair, condition and working order and furnish all parts, replacements,
mechanisms, devices and servicing required therefore so that the value,
condition and operating efficiency therefore will at all times be maintained and
preserved, reasonable wear and tear excepted. Lessee will, at its own expense,
perform all required acts necessary to maintain any manufacturer's warranties
and guarantees respecting the equipment. All such repairs, parts, mechanisms,
devices and replacements immediately, without further act, become the property
of Lessor and part of the equipment.
(c) Lessee will not make or authorize any improvement, change, addition
or alteration to the equipment (1) If such improvement, change, addition or
alteration will impair the originally intended function or use of the equipment
or impair the value of the equipment as it existed immediately prior to such
improvement, change, addition or alteration; or (ii) if any parts installed in
or attached to or otherwise becoming a part of the equipment as a result of any
such improvement, change, addition or alteration shall not be readily removable
without damage to the equipment. Any part which is added to the equipment
without violating the provisions of the immediately preceding sentence and which
is not a replacement or substitution for any property which was a part of the
equipment, shall remain the property of Lessee and may be removed by Lessee at
any time prior to the expiration or earlier termination of the Lease Term. All
such parts shall be and remain free and clear of any Liens. Any such part which
is not so removed prior to the expiration or earlier termination of the Lease
Term shall, without further act, become the property of Lessor.
13. Inspection.
Upon reasonable notice, Lessor or its authorized representatives may
at any reasonable time or times inspect the equipment when it deems it necessary
to protect its interest therein.
14. Identification.
Lessee shall, at its expense, attach to each item of equipment a notice
satisfactory to Lessor disclosing Owner's ownership of such item of equipment.
15. Personal Property.
Lessee represents that the equipment shall be and at all times remain
separately identifiable personal property. Lessee shall, at its expense, take
such action (including the obtaining and recording of waivers) as may be
necessary to prevent any third party from acquiring any right to or interest in
the equipment by virtue of the equipment being deemed to be real property or a
part of real property or a part of other personal property, and it at any time
any person shall claim any such right or interest, Lessee shall, at its expense,
cause such claim to be waived in wiring or otherwise eliminated to Lessor's
satisfaction within 30 days after such claim shall have first become known to
Lessee.
16. Loss or Damage.
(a) All risk of loss, theft, damage or destruction to the equipment or
any part thereof, however incurred or occasioned, shall be borne by Lessee and,
unless such occurrence constitutes an Event of Loss pursuant to paragraph (b) of
this Section, Lessee shall promptly give Lessor written notice hereof and shall
promptly cause the affected part or parts of the equipment to be replaced or
restored to the condition and repair required to be maintained by Section 12
hereof.
(b) If an Event of Loss with respect to any item of equipment shall
occur, Lessee shall promptly give Lessor written notice thereof, and Lessee
shall pay to Lessor as soon as it receives insurance proceeds with respect to
said Event of Loss but in any event no later than 90 days after the occurrence
of said Event of Loss an amount equal to the sum of (i) the Stipulated Loss
Value of such item of equipment computed as of the , Rent Payment Date with
respect to such item of equipment on or immediately preceding the date of the
occurrence of such Event of Loss; and (ii) all rent and other amounts due and
owing hereunder for such item of equipment on or prior to the Loss Payment Date.
Upon payment of such amount to Lessor, the lease of such item of equipment
hereunder shall terminate, and Lessor will transfer within forty days to Lessee,
Lessor's right, title, if any, and interest in and to such item of equipment, on
an "as-is, where-is" basis, without recourse and without representation or
warranty, express or implied, other than a representation and warranty that such
item of equipment is free and clear of any Lessor's Liens.
(c) Any payments received at any time by Lessor or Lessee from any
insurer with respect to loss or damage to the equipment shall be applied as
follows: (1) If such payments are received with respect to o n Event of Loss
they shall be paid to Lessor, but to the extent received by Lessor, they shall
reduce as the ease may be, Levee's obligation to pay the amounts due to Lessor
under Section 16 Co) hereof with respect to such Event of Loss; or (ii) if such
payments are received with respect to any loss of or damage to the equipment
other than an Event of Loss, such payments shall, unless a Default or Event of
Default shall have occurred and be continuing, be paid over to Lessee to
reimburse Lease for Its payment of the costs and expenses incurred by Lessee in
replacing or restoring pursuant to Section 16 (a) hereof the Part or parts of
the equipment which suffered such loss or damage.
TFGLNO01 .6- i~4~
<PAGE>
17. General Indemnity
Lessee assumes liability for and shall indemnify, protect save and keep
harmless Lessor. the partners comprising Lessor, its and their directors,
officers employees, agents, servants, successors and assigns (an "indemnity")
from and against any and all liabilities, obligation, losses, damages,
penalties, claims, actions, suits, costs and expenses, including reasonable
legal expenses, of whatsoever kind and nature, imposed on, incurred by or
asserted against any indemnity. In any way relating to or arising out of this
Lease or the enforcement hereof, or the manufacture, purchase, acceptance,
rejection, rejection, ownership, possession, use, selection, delivery, lease,
operation, condition, sale, return or other disposition of the equipment or any
part thereof (including. without limitation, latent or other defects, whether or
not discoverable by Lessee or any other person, any claim in tort whether or not
for strict liability and any claim for Patent, trademark, copyright or other
intellectual property infringement); provided, however, that Lessee shall not be
required to indemnify any indemnity for loss or liability resulting from acts or
events which occur after the equipment has been returned to Lessor in accordance
with the Lease, or for loss or liability resulting solely from the willful
misconduct or gross negligence of such indemnity. The provisions of this Section
shall survive the expiration or earlier termination of this Lease.
18. Events or Default.
The following events shall each constitute an event of default (herein
called "Event of Default") under this Lease:
(i) Lessee shall fail to execute and deliver to Lessor (or Lessor's
agent) the "Delivery Certificate" within twenty, four (24) hours of Turnover
of the equipment to Lessee.
(ii) Lessee shall fail to commence lease payments on the first day of
the month following the Commencement Date, or such other initiation of lease
payments specified in Section 5 of this Lease.
(iii) Lessee shall fail to make any payment of rent or other amount
owing hereunder or otherwise after notice has been given that payment is past
due; or
(iv) Lessee shall fail to maintain the insurance required by Section 10
hereof or to perform or observe any of the covenants contained in Sections 21 or
22 hereof; or
(v) Lessee shall fall to perform or observe any other covenant,
condition or agreement to be performed or observed by it with respect to this
Lease or any other agreement between Lessor and Lessee and such failure shall
continue un-remedied for 30 days after the earlier of (a) the date on which
Lessee obtains, or should have obtained knowledge of such failure; or (b) the
date on which notice thereof shall be given by Lessor to Lessee; or
(vi) Any representation or warranty made by Lessee herein or in any
document, certificate or financial or other statement now or hereafter furnished
Lessor in connection with this Lease shall prove at any time to have been
untrue, incomplete or misleading in any material respect as of the time when
made; or
(vii) The entry of a decree or order for relief by a court having
jurisdiction in respect of Lessee, adjudging Lessee a bankrupt or insolvent, or
approving as properly filed a Petition seeking a reorganization, arrangement,
adjustment or composition of or in respect of Lessee in an involuntary
proceeding or case under the Federal bankruptcy laws. as now or hereafter
constituted, or any other applicable Federal or State bankruptcy, insolvency or
other similar law, or appointing a receiver, liquidator, assignee, custodian,
trustee or sequestrator (or similar official) of Lessee or of any substantial
part of its property, or ordering the winding-up or liquidation of its affairs,
and the continuance of any such decree or order un-stayed and in effect for a
Period of 30 days; or
(viii) The institution by Lessee of proceedings to be adjudicated a
bankruptcy or insolvent, or the consent by it to the institution of bankruptcy
or insolvent, proceedings against it. or the commencement by Lessee of a
voluntary pr6ceedlng or case under the Federal bankruptcy laws, as now or
hereafter constituted, or any other applicable Federal or state bankruptcy,
insolvency or other similar law. or the consent by it to the filing of any such
petition or to the appointment of or taking possession by a receiver,
liquidator, assignee, trustee, custodian,, trustee or sequestrator (or similar
official) of Lessee or of any substantial part of its property, or the making by
it of any assignment for the benefit of creditors or the admission by it of its
inability to pay its debts generally as they become due or its willingness to be
adjudicated a bankrupt or the failure of Lessee generally to pay its debts as
they become due or the taking of corporate action by Lessee in furtherance of
any of the foregoing.
19. Remedies
If and Event of Default specified in Subsection 18(vii) or (viii) above
shall occur, then, and in any such event, Lessor shall not be obligated to
purchase or lease any of the equipment and this Lease shall, without any
declaration or other action by Lessor, be in default. If an Event of Default,
other than an Event of Default specified in Subsection 18(vii) or (viii) above,
shall occur, Lessor may, at its option, declare this Lease to be in Default. At
any time after this Lease is in default under the first sentence of this Section
19, Lessor has declared this Lease to be in default under the second sentence of
this Section 19, Lessor and/or its representative may do any one or more of the
following with respect to all of the equipment or any part thereof as Lessor in
its sole discretion shall elect, to t he extent permitted by applicable law then
in effect:
(a) demand that Lessee, and Lessee shall at its expense upon such
demand, return the equipment promptly to Lessor at such place in the continental
United States of America as Lessor shall specify, or Lessor and/or its agents,
at its option, may with or without entry upon the premises where the equipment
is located and disable equipment, or make the equipment inoperable permanently
or temporarily in Lessor's sole discretion, and/or take immediate possession of
the equipment and remove the same by summary proceedings or otherwise, all
without
TFGLN001 -7-
<PAGE>
liability for or by reason of such entry or taking of possession, whether for
the restoration of damage to property caused by such taking or for disabling or
otherwise:
(b) sell the equipment at public or private sale, with or without
notice, advertisement or publication, as Lessor may determine, or otherwise
dispose of, hold, use, operate, lease to others or keep idle the equipment as
Lessor in its sole discretion may determine, all free and clear of any rights of
Lessee and without any duty to account to Lessee with respect to such action or
inaction or for nay proceeds with respect thereto:
(c) by written notice to Lessee specifying a payment date which shall be
not earlier than 20 days after the date of such notice, demand that Lessee pay
to Lessor, and Lessee pay to Lessor, on the payment date specified in such
notice, as liquidated damages for loss of a bargain and not as a penalty, all
accrued and unpaid rent for the equipment due on all Rent Payment Dates up to
and including the payment date specified in such notice plus an amount (together
with interest on such amount at the Late Charge Rate, from the payment date
specified in such notice to the date of actual payment) equal to the excess, if
any, of the Stipulated Loss Value of the equipment as of the payment date
specified in such notice over the Fair Market Sale Value of the equipment as of
such date;
(d) Lessor may exercise any other right or remedy which may be available
to it under applicable law or proceed by appropriate court action to enforce the
terms hereof or to recover damages for the breach hereof or to rescind this
Lease. Lessor is entitled to recover any amount that fully compensates the
Lessor for any damage to or loss of the Lessor's residual interest in the
equipment caused by the Lessee's default.
In the event any present value discounting is applied, the discount rate
used shall be the Federal Reserve Board Discount Rate.
In addition, Lessee shall be liable for any and all unpaid rent and
other amounts due hereunder before or during the exercise of any of the
foregoing remedies and for all reasonable legal fees and other costs and
expenses incurred by reason of the occurrence of any Event of Default or the
exercise of Lessor's remedies with respect thereto, including all reasonable
costs and expenses incurred in connection with the placing of the equipment in
the condition required by Section 12 hereof.
No remedy referred to in this Section 19 is intended to be exclusive,
but each shall be cumulative and in addition to any other remedy referred to
herein or otherwise available to Lessor at law or in equity; and the exercise or
beginning of exercise by Lessor of any one or more of such remedies shall not
preclude the simultaneous or later exercise by Lessor of any or all such other
remedies. No express or implied waiver by Lessor of an Event of Default shall in
any way be, or be construed to be, a waiver of any future or subsequent Event of
Default. To the extent permitted by applicable law, Lessee hereby waives any
rights now or hereafter conferred by statute or otherwise which may require
Lessor to sell or lease or otherwise use the equipment in mitigation of Lessor's
damages or losses or which may otherwise limit or modify any of Lessor's rights
or remedies under this Lease.
20. Lessor's Right to Perform
If Lessee fails to make any payment required to be made by it hereunder
or fails to perform or comply with any of Its other agreements contained herein,
Lessor may itself make such payment or perform or comply with such agreement,
and the amount of such Payment and the amount of the reasonable expenses of
Lessor incurred in connection with such Payment or the Performance of or
compliance with such agreement, as the case may be, together with interest
thereon at the Late Charge Rate, shall be deemed to be additional rent, payable
by Lessee within 30 days of notice.
21. LOCATION; ASSIGNMENT OR SUBLEASE; TITLE TRANSFER
(a) LESSEE WILL NOT REMOVE THE EQUIPMENT FROM THE LOCATION SPECIFIED IN
SCHEDULE I OF EXHIBIT A WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR, SUCH
CONSENT NOT TO BE UNREASONABLY WITHHELD, EXCEPT REMOVAL OUTSIDE THE CONTINENTAL
U.S. IS NOT PERMITTED, THE EQUIPMENT SHALL AT ALL TIMES BE IN THE SOLE
POSSESSION AND CONTROL OF LESSEE AND LESSEE WILL NOT, WITHOUT THE PRIOR WRITTEN
CONSENT OF LESSOR, ASSIGN THIS LEASE OR ANY INTEREST HEREIN OR SUBLEASE OR
OTHERWISE TRANSFER, ITS INTEREST IN ANY OF THE EQUIPMENT, AND ANY ATEMPTED
ASSIGNMENT, SUBLEASE OR OTHER TRANSFER BY LESSEE IN VIOLATION OF
THESE-PROVISIONS SHALL BE VOID.
(b) LESSOR AND LESSEE ACKNOWLEDGE THAT LESSOR (i) MAY TRANSFER ITS
INTEREST IN THE EQUIPMENT TO AN OWNER OTHER THAN LESSOR. LESSOR MAY
CONTEMPORANEOUSLY THEREWITH LEASE THE EQUIPMENT BACK FROM SUCH OWNER, AND (ii)
MAY ASSIGN THIS LEASE LESSEE HEREBY CONSENTS TO EACH OF THE ABOVE-DESCRIBED
TRANSACTIONS. FURTHER LESSEE DOES HEREBY ACKNOWLEDGE (i) THAT ANY SUCH TRANSFER
AND/OR ASSIGNMENT BY LESSOR DOES NOT MATERIALLY CHANGE LESSEE'S DUTIES AND
OBLIGATIONS HEREUNDER, (ii) THAT SUCH TRANSFER AND/OR ASSIGNMENT DOES NOT
MATERIALLY INCREASE THE BURDENS OR RIGHTS IMPOSED ON THE LESSEE, AND (iii) THAT
THE ASSIGNMENT IS PERMITTED EVEN IF THE ASSIGNMENT COULD BE DEEMED TO MATERIALLY
AFFECT THE INTEREST OF THE LESSEE.
22. Status Changes in Lessee
will not without thirty (30) days prior written notice to Lessor, (a)
enter into any transaction of merger or consolidation unless it is the surviving
corporation or after giving effect to such merger or consolidation its net worth
equals or exceeds that which existed prior to such merger or consolidation; or
(b) change the form of organization of its business: or (c) change its name or
its chief place of business. Lessee must obtain Lessor's prior written
concurrence before Lessee may undertake any actions to (a) liquidate, dissolve
or any such similar action of the Lessee's organization, or (b) sell, transfer
or otherwise dispose of all or any substantial part of Lessee's assets.
TFGLN00 -8-
<PAGE>
23. Further Assurances; Financial Information.
(a) Lessee will, at its expense, promptly and duly execute and deliver
to Lessor such further documents and assurances and take such further action as
Lessor may from time to time reasonably request in order to establish and
protect the rights, interests and remedies created or intended to be created in
favor of Lessor hereunder, including, without limitation, the execution and
filing of Uniform Commercial Code financing statements covering the equipment
and proceeds therefrom in the jurisdictions in which the equipment is located
from time to time. To the extent permitted by applicable law, Lessee hereby
authorizes Lessor to file any such financing statements without the signature of
Lessee.
(b) Lessee will qualify to do business and remain qualified in good
standing, in each Jurisdiction in which the equipment is from time to time
located.
(c) Lessee will furnish to Lessor as soon as available, but in any event
not later than 90 days after the end of each fiscal year of Lessee, a
consolidated balance sheet of Lessee as at the end of such fiscal year, and
consolidated statements of income and changes in financial position of Lessee
for such fiscal year, all in reasonable detail, prepared in accordance with
generally accepted accounting principles applies on a basis consistently
maintained throughout the period involved. These reports will not be disclosed
to anyone other than the Lessor and/or the Owner as provided in Section 21 (b).
24. Notices.
All notices, demands and other communications hereunder shall be in
writing, and shall be deemed to have been given or made when deposited in the
United States mail, first class postage prepaid, addressed as follows or to such
other address as any of the authorized representatives of the following entities
may from time to time designate in writing to the other listed below:
Lessor: TELECOMMUNICATIONS FINANCE GROUP
400 Rinehart Road
Lake Mary, Florida 32746
Lessee: ATHENA INTERNATIONAL LTD. LIABILITY CO.
dba ATHENA INTERNATIONAL, LLC
708 Poydras St., 675 One Shell Square
New Orleans, LA 70138
25. Conditions Precedent:
(a) Lessor shall not be obligated to lease the items of equipment
described herein to Lessee hereunder unless:
(i) Such Uniform Commercial Code financing statements
covering equipment and proceeds therefrom and landlord and/or mortgagee
waivers or disclaimers and/or severance agreements with respect to the
items of equipment covered by this Lease as Lessor shall deem necessary or
desirable in order to protect its interests therein shall have been duly
executed and filed, at Lessee's expense, in such public offices as Lessor
shall direct:
(ii) All representations and warranties of Lessee
contained herein or in any document or certificate furnished Lessor in
connection herewith shall be true and correct on and as of the date of
this Lease with the same force and effect as if made on and as of such
date; no Event of Default or Default shall be in existence on such date or
shall occur as a result of the lease by Lessee of the equipment specified
in Schedule 1 of Exhibit A:
(iii) In the sole judgment of Lessor, there shall have
been no material adverse change in the financial condition or business of
Lessee:
(iv) All proceedings to be taken in connection with the
transactions contemplated by this Lease shall be satisfactory to Lessor's
counsel and
(v) Lessor shall have received from Lessee, in form and
substance satisfactory to it, such other documents and information as
Lessor shall be satisfactory in form and substance to Lessor and its
counsel;
(vii) No Change in Tax Law, which in the sole judgment
of Lessor would adversely affect Lessor's Economics, shall have occurred
or shall appear, in Lessor's good faith judgment, to be imminent.
26. Software License.
Reference is made to the form of Software Product License Agreement
attached hereto as Exhibit B (the "License Document"). Lessor has
arranged for the equipment manufacturer to grant a license to use the
software as defined in the License Document in conjunction with the
equipment leased hereunder in accordance with the terms of the License
Document. The original license fee is contained in the lease rate. To
avail itself of the license grant, Lessee must execute the License
Document, upon Commencement of the Lease. "Buyer" and "Licensee" as
used in the License Document are synonymous with lessee.
TFGLN001 -9- INITIAL
<PAGE>
27. LIMITATION OF LIABILITY.
LESSOR SHALL NOT BE LIABLE FOR LOST PROFITS OR REVENUE, SPECIAL,
INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY NATURE OR
FROM ANY CAUSE WHETHER BASED IN-CONTRACT OR TORT, INCLUDING NEGLIGENCE, OR
OTHER LEGAL THEORY EVEN IF LESSOR HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES, LESSEE HEREBY AGREES THAT LESSOR WILL NOT BE LIABLE FOR ANY
LOST PROFITS OR REVENUE OR FOR ANY CLAIM OR DEMAND AGAINST LESSEE BY
ANOTHER PARTY.
28. Miscellaneous.
(a) Any provision of this Lease which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provisions in any other jurisdiction. To the extent
permitted by applicable law, Lessee hereby waives any provision of law
which renders any provision hereof prohibited or unenforceable in any
respect.
(b) No terms or provisions of this Lease may be changed, waived,
discharged or terminated orally, but only by an instrument in writing
signed by the party against which the enforcement of the change, waiver,
discharge or termination is sought. No delay or failure on the part of
Lessor to exercise any power or right hereunder shall operate as a waiver
thereof, nor as an acquiescence in any default, nor shall any single or
partial exercise of any power or right preclude any other or further
exercise thereof, or the exercise of any other power or right. After the
occurrence of any Default or Event of Default, the acceptance by Lessor of
any payment of rent or other sum owed by Lessee pursuant hereto shall not
constitute a waiver by Lessor of such Default or Event of Default,
regardless of Lessor's knowledge or lack of knowledge thereof at the time
of acceptance of any such payment, and shall not constitute a reinstatement
of this lease, if this Lease shall have been declared in default by Lessor
pursuant to Section 18 hereof or otherwise, unless Lessor shall have agreed
in writing to reinstate the Lease and to waive the Default or Event of
Default.
In the event Lessee tenders payment to Lessor by check or draft containing
a qualified endorsement purporting to limit or modify Lessee's liability or
obligations under this Lease, such qualified endorsement shall be of no
force and effect even if Lessor processes the check or draft for payment.
(c) This Lease with exhibits contains the full, final and
exclusive statement of the agreement between Lessor and Lessee relating to
the lease of the equipment.
(d) This Lease shall constitute an agreement of an operating
lease, and nothing herein shall be construed as conveying to Lessee any
right, title or interest in the equipment except as Lessee only.
(e) This Lease and the covenants and agreements contained herein
shall be binding upon, and inure to the benefit of, Lessor and its
successors and assigns and Lessee and, to the extent permitted by Section
21 hereof, its successors and assigns.
(f) The headings of the Sections are for convenience of reference
only, are not a part of this Lease and shall not be deemed to affect the
meaning or construction of any of the provisions hereof.
(g) This Lease may be executed by the parties hereto on any number
of separate counterparts, each of which when so executed and delivered
shall be an original, but all such counterparts shall together constitute
but one and the same instrument.
(h) This Lease is deemed made and entered into in the State of
Florida and shall be governed by and construed under and in accordance with
the laws of the State of Florida as if both parties were residents of
Florida.
(i) Lessee hereby irrevocably consents and agrees that any legal
action, suit, or proceeding arising out of or in any way in connection with
this Lease shall be instituted or brought in the courts of the State of
Florida, or the United States Courts for the District of Florida, and by
execution and delivery of this Lease, Lessee hereby irrevocably accepts and
submits to, for itself and in respect of its property, generally and
unconditionally, the non-exclusive jurisdiction of any such court, and to
all proceedings in such courts. Lessee irrevocably consents to service of
any summons and/or legal process by registered or certified United States
mail, postage prepaid, to Lessee at the address set forth in Section 24
hereof, such method of service to constitute, in every respect, sufficient
and effective service of process in any legal action or proceeding. Nothing
in this Lease shall affect the right to service of process in any other
manner permitted by law or limit the right of Lessor to bring actions,
suits or proceedings in the court of any other jurisdiction. Lessee further
agrees that final judgment against it in any such legal action, suit or
proceeding shall be conclusive and may be enforced in any other
jurisdiction, within or outside the United States of America, by suit on
the judgment, a certified or exemplified copy of which shall be conclusive
evidence of the fact and the amount of the liability.
TFGLN001 -10-
<PAGE>
IN WITNESS WHEREOF, Lessor and Lessee have each caused this Lease to be duly
executed as of the day and year first above written and its signature below
Lessee expressly acknowledges that this Lease may not be modified unless done so
in a writing signed by each of the parties hereto or their successors in
interest.
ATHENA INTERNATIONAL LTD. LIABILITY CO.
dba ATHENA INTERNATIONAL, LLC (Lessee)
By: /s/ Michael Landers
-----------------------------------------
Michael Landers, Exec. Managing Director
-----------------------------------------
(Name & Title)
Date Signed: 11-5-96
---------------------------------
Telecommunications Finance Group
(Lessor)
By: CC Callaway
------------------------------------------
Date Signed: 31 January 1997
------------------------------------------
Authorized Representative
TFGLN001 -.11-
<PAGE>
ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC
(LOS ANGELES, CA)
O. O1 SCHEDULE A (ORIGINAL LEASE VALUE)
STIPULATED LOSS VALUE
The stipulated Loss Value of any item of Equipment as of any Rent Payment Date
with respect of such item of Equipment shall be determined by multiplying the
Lessor's Value of such item of, Equipment by the percentage set forth below for
such Rent Payment Date; provided that, any determination of Stipulated Loss
value as of a date occurring, after the final Rent Payment Date with respect to
such item of equipment, shall be made as of such final Rent Payment Date.
After Rent
Payment Number Percentage
0 105.0000
1 104.1089
2 103.2055
3 102.2898
4 101.3616
5 100.4208
6 99.4672
7 98.5008
8 97.5214
9 96.5288
10 95.5230
11 94.5038
12 93.4710
13 92.4247
14 91.3644
15 90.2903
16 89.2021
17 88.0997
18 86.9829
19 85.8517
20 84.7057
21 83.5450
22 82.3694
23 81.1786
24 79.9726
25 78.7512
26 77.5143
27 76.2617
28 74.9932
29 73.7087
30 72.4080
31 71.0910
32 69.7574
33 68.4073
34 67.0402
35 65.6562
36 64.2550
37 62.8364
38 61.4003
39 59.9466
40 58.4749
41 56.9852
42 55.4773
43 53.9510
44 52.4061
45 50.8424
. 46 49.2597
47 47.6578
48 46.0366
49 43.9792
50 41.9021
51 39.8050
52 37.6878
53 35.5502
54 33.3921
55 31.2133
56 29.0134
57 26.7925
58 24.5501
59 22.2862
60 20.0000
10/31/96 INITIAL
<PAGE>
ATHENA INTERNATIONAL LTD. LIABILITY CO.
DBA ATHENA INTERNATIONAL, LLC
SITE: LOS ANGELES, CA
ADDITION I - 06/02/97
SCHEDULE A
STIPULATED LOSS VALUE
0.009166
The Stipulated Loss Value of any item of Equipment as of any Rent with respect
of such item of Equipment shall be multiplying the Lessor's Value of such item
of the percentage set forth below for such Rent Payment that, any determination
of stipulated LOSS Value as occurring after the final Rent Payment Date with
respect equipment, shall be made as of such final Rent Rent
Number Percentage
0 105.0000
1 104.0467
2 103.0815
3 102.1045
4 101.1155
5 100.1144
6 99.1011
7 98.0754
8 97.0373
9 95.9866
10 94.9233
11 93.8471
12 92.7581
13 91.6560
14 90.5408
15 89.4123
16 88.2704
17 87.1150
18 85.9460
19 84.7633
20 83.5666
21 82.3559
22 81.1311
23 79.8921
24 78.6386
25 77.3706
26 76.0879
27 74.7904
28 73.4780
29 72.1505
30 70.8078
31 69.4498
32 68.0762
33 66.6870
34 65.2821
35 63.8612
36 62.4243
37 60.9711
38 59.5016
39 58.0156
40 56.5129
41 54.9934
42 53.4569
43 51.9033
44 50.3324
45 48.7441
46 47.1381
47 45.5144
48 43.8728
49 41.7964 INITIAL
50 39.7018
51 37.5887
52 35.4570
53 33.3066
54 31.1372
55 28.9488
56 26.7410
57 24.5138
58 22.2670
59 20.O0O0
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
This STATEMENT is presented to a filing officer for filing pursuant to the Uniform Commercial Code. 3 Maturity date (if any):
DESK COPY
- ------------------------------------------------------------------------------------------------------------------------------------
1. Debtor(s) (Last Name First) and address(es) 2. Secured Party(ies) and address (es) For Filing Officer (Date, Time,
Number, and Filing Office)
ATHENA INTERNATIONAL LTD. TELECOMMUNICATIONS FINANCE
LIABILITY CO. DBA ATHENA GROUP
INTERNATIONAL, LLC 400 RINEHART ROAD
701 POYDRAS ST., 675 ONE SHELL SQ. LAKE MARY, FL 32746
NEW ORLEANS, LA 70139 FEIN: 52-2122392
FEIN: 72-1280590
- ---------------------------------------------------------------------------------------
4. This statement refers to original Financing Statement bearing File No. 141556
Filed with Secretary of State, NY Date Filed 7/16/96
- ------------------------------------------------------------------------------------------------------------------------------------
5. / / Continuation. The original financing statement between the foregoing Debtor and Secured Party, bearing file number shown
above, is still effective.
6. / / Termination. Secured party no longer claims a security interest under the financing statement bearing file number shown
above.
7. / / Assignment. The secured party's right under the financing statement bearing file number shown above to the property
described in Item 10 have been assigned to the assignee whose name and address appears in Item 10.
8. /X/ Amendment Financing Statement bearing file number shown above is amended as set forth in Item 10.
9. / / Partial Release Secured Party releases the collateral described in Item 10 from the financing statement bearing file number
shown above.
- ------------------------------------------------------------------------------------------------------------------------------------
10. NEW DEBTOR IS AS FOLLOWS:
HIGHPOINT INTERNATIONAL TELECOM, INC. - FEIN: 91-1917016
1890 SHORELINE BLVD.
MOUNTAIN VIEW, CA 94043-1320
THIS DEBTOR ASSUMES ALL RESPONSIBILITY UNDER THIS LEASE AGREEMENT.
(SITE: NEW YORK, NY)
No. of additional Sheets presented: 0
- ------------------------------------------------------------------------------------------------------------------------------------
HIGHPOINT INTERNATIONAL TELECOM, INC. TELECOMMUNICATIONS FINANCE GROUP
- ---------------------------------------------------------------------- ---------------------------------------------------
By: Signature(s) Of Debtor(s) (necessary only if item 8 is applicable). By: Signature(s) of Secured Party(ies)
STANDARD FORM-FORM UCC-3
</TABLE>
EXHIBIT 10.34
[Frontier Logo]
CARRIER SERVICE AGREEMENT
BETWEEN
FRONTIER COMMUNICATIONS OF THE WEST, INC.
AND
IDX INTERNATIONAL, INC.
CONFIDENTIAL
THIS DOCUMENT SHALL BE CONSIDERED
NULL AND VOID IF FRONTIER DOES NOT
RECIEVE AN EXECUTED ORIGINAL WITHIN
20 DAYS FROM THE DATE OF THIS
AGREEMENT
<PAGE>
TABLE OF CONTENTS
SECTION
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1. Services: IDX Representations
2. Terms of the Agreement
3. Billing and Payment
4. Billing Disputes
5. Termination Rights
6. Taxes and Assessments
7. Warranties and Limitation of Liability
8. Indemnification
9. Representation
10. Force Majeure
11. Wavers
12. Assignment
13. Confidentiality
14. Integration
15. Construction
16. Governing Law
17. Notices
18. Counterparts
19. Compliance with Laws
20. Third Parties
21. Survival of Provisions
22. Unenforceable Provisions
EXHIBITS
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Exhibit A General Definitions and Service Definitions
Exhibit B Ancillary Fee Schedule: Call Detail Records
Exhibit C Dedicated Carrier Termination Schedule
Exhibit C (1) Carrier Domestic termination Service
Exhibit C (2) Carrier Termination Inter5natginoal Service
Exhibit C (3) Carrier Toll Free Transport Service
Exhibit D Network Interconnection Schedule
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CARRIER SERVICE AGREEMENT
This Carrier Service Agreement ("AGREEMENT") is entered into between the
provider of service, Frontier Communications of the West, Inc., f/k/a West Coast
Telecommunications, Inc. on behalf of itself and its affiliates ("FRONTIER"), a
California corporation located at 90 Castilian Drive, Goleta, CA 93117 and IDX
International, Inc. ("IDX or "PURCHASER"), a Virginia corporation with its
principal place of business located at 12015 Lee Jackson Hwy, Fairfax, VA 22033
(hereinafter, Frontier and IDX may be referred to in the aggregate as "PARTIES",
and each singularly as a "PARTY".)
PURPOSE
The Parties are telecommunications carriers subject to the Communications Act of
1934, as amended, as well as the Telecommunications Act of 1996. IDX desires to
purchase network transport and other telecommunication services from Frontier
for IDX's resale to its business and residential customers. The Parties agree as
follows:
1. SERVICES:
(a) Frontier shall, in accordance with this Agreement, provide to IDX
those services IDX subscribes to hereunder as defined and
identified herein and on exhibits, schedules and other
attachments appended hereto and made a part of this Agreement
from time-to-time by the Parties (collectively, the "SCHEDULES").
All such services being provided under the Schedules are
collectively referred to as the "SERVICES".
(b) In the event IDX is not billing at least $25,000 in total monthly
dollar usage for Services within six (6) months from the Start of
the Service Date, Frontier may at any time upon thirty (30) days
written notice to IDX, terminate this Agreement for under
utilization of the Services.
(c) IDX shall provide Frontier with a forecast covering a good faith
estimate based on historical information (if available) of the
monthly traffic volume and geographic distribution for an ordered
Service. The estimate will be for the 3 calendar month period
following the desired activation date in a format supplied or
approved by Frontier. Frontier may request updated forecasts on a
reasonable basis. Forecasts of not constitute a binding
commitment on the part of IDX. Provision of Services is
contingent on availability of Frontier facilities.
(d) Orders for Services will be transmitted and processed in
accordance with the procedures provided to IDX from time to time
by Frontier.
2. TERM OF THE AGREEMENT:
(a) INITIAL TERM: This Agreement is effective and the Parties'
obligations commence upon the date of execution by Frontier
("EFFECTIVE DATE") and continues in effect for a period of one
(1) year ("INITIAL TERM") from either the day Service is first
utilized by IDX (as determined by Frontier's records). Or the
90th day after the Effective Date, whichever date occurs first,
such date known as the "START OF SERVICE DATE".
(b) AUTOMATIC RENEWAL: This Agreement renews automatically for a one
year period at the expiration of the Initial Term, unless
canceled in accordance with the termination provisions of this
Agreement ("SUBSEQUENT TERM"). Each Subsequent Term renews
automatically for a one year period upon its expiration, unless
canceled in accordance with the termination provisions of this
Agreement.
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(c) CANCELLATION: Either Party may terminate this Agreement upon
expiration of a term upon written notice given at least 30 days
prior to expiration of the then current term.
3. BILLING AND PAYMENT: IDX shall pay Frontier for the Services at the
rates and charges set out in the applicable Schedules. If IDX is
required to pay an initial cash deposit or provide other assurance of
payment, then Frontier is not obligated to begin accepting orders or
providing 'Service until the deposit or other assurance of payment is
received.
(a) IDX shall provide security in the form of an irrevocable letter
of credit in the amount of $25,000 from a financial institution
and in a format acceptable to Frontier, and additionally in the
form of a UCC-1 granting Frontier a first security interest in
IDX's existing and hereafter acquired accounts, contract rights,
chattel paper, account receivable (including funds deposited into
lock box and similar accounts) and general intangibles, and all
products and proceeds thereof, including without limitation, call
detail records, customer contracts, records and lists and all
causes of action for recovery or collection of the foregoing
(collectively, the "COLLATERAL") to the extent such Collateral
relates in any manner to Services being provide to IDX or IDX's
customer's by Frontier.; IDX shall execute any documents
reasonably required by Frontier to perfect the above security
interest.
(b) Frontier shall invoice IDX via facsimile on or about the fifth
Business Day after the close of each Billing Cycle for the
Services and for any other sums due Frontier ("INVOICE"). Each
invoice details: (i) the amount due Frontier, or the credit due
IDX, after a reconciliation between the actual charges for the
Services of the prior Billing Cycle and any required pre-payment
for the prior Billing Cycle, and (ii) any other sums due
Frontier. Except if Frontier has agreed to a lock-box
arrangement, in addition to the amounts under (i) and (ii) above,
the Invoice will provide for a pre-payment equal to 0% of the
actual charges for the Services for the prior Billing Cycle
(exclusive of any non-recurring charges). If IDX has submitted a
letter of credit that has an expiration date greater than 45 days
after the Invoice date, or a cash deposit, the pre-payment for a
given month will be reduce by the amount of such security (but to
not less than zero).
(c) Each Invoice shall be paid by IDX in immediately available US
funds so that the payment is received by Frontier no later than
thirty (30) calendar days from the date of the Invoice (the "DUE
DATE"). Frontier agrees that (i) the Invoice date will be the
same day the Invoice is faxed to IDX, and (ii) the Invoice will
be faxed on a Business Day. Any Invoice not paid by the Due Date
shall bear late payment fees at the rate of 1-1/2% per month (or
such lower amount as maybe required by law) until paid.
(d) The IDX facsimile number and contact for purposes of this Section
3. are 703-385-9134, Attention: Divya Katya, Accounting Manager.
IDX may change the facsimile number and contact upon written
notice to Frontier.
(e) If IDX is delinquent in payment of an Invoice and Frontier does
not have security from IDX equal to IDX's prior month's usage
charges, IDX shall provide such additional security as Frontier
may reasonably request in writing.
(f) FRAUDULENT USAGE. Subject to the fraudulent usage provisions of
the Frontier InterLink Calling Card Services Schedule if
applicable, Frontier is not responsible for any fraudulent use of
Service. IDX is solely responsible for all Services' usage,
fraudulent or otherwise. Claims of fraudulent usage shall not
constitute a valid basis for dispute of an Invoice. Frontier will
monitor End-User call activity for suspected fraudulent use using
the same procedures Frontier uses for its own customers (except
Frontier will contact IDX in lieu of the End-User when
investigating suspected fraudulent use).
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(g) IDX agrees to pay to Frontier any and all local exchange carrier
("LEC") assessed charges (other than access or other LEC charges
otherwise included under this Agreement) and governmentally
mandated charges levied upon Frontier as a result of Services
provided to IDX, such as but not limited to:
(i) assessment by regulatory agencies, including but not
limited to, the Federal Communications Commission (FCC) and
state Public Utility/Service Commissions (PUC):
(ii) charges or costs incurred by Frontier for FCC/PUC mandated
initiatives under the Telecommunications Act of 1996, or
otherwise, such as the "access reform" and "payphone
dial-around compensation" initiatives, plus a reasonable
fee for administration of those initiatives applicable to
the Services provided to IDX; and
(iii) applicable charges set out in the Schedule of Ancillary
Fees attached hereto as Exhibit B and made a part hereof as
the same may be modified from time to time by Frontier upon
written notice to IDX.
(h) Frontier may revise the rates and monthly recurring and other
charges in this Agreement and the Schedules at any time upon
written notice to IDX. Unless otherwise stated in the notice,
domestic rates are effective within thirty days and
international/offshore rates are effective within seven days of
the date of the Frontier written notice. If the effective rate
for a Service is increased pursuant to this paragraph, then IDX
may cancel the Service subject to the rate increase upon written
notice to Frontier given within 30 days after IDX's receipt of
the rate increase notice. Cancellation of a Service under this
paragraph includes a pro-rata reduction in the Minimum Charge to
adjust for the Service being canceled. If a rate increase affects
a portion of a Service that is not severable from the entire
Service IDX shall not be able to cancel the affected portion,
e.g. domestic outbound switched service is not cancelable as a
result of a rate increase in directory assistance calls (D/A
cannot be separately blocked); further, if the rate increase
affects traffic to a particular LATA or country, IDX may only
cancel Service to the particular LATA/country to the extent
severable by Frontier.
(i) IDX agrees that any make up to minimum charges, shortfall charges
and surcharges for which it is liable under this Agreement are
based on agreed upon minimum commitments on its part and
corresponding rate concessions on Frontier's part, and are not
penalties or consequential or other damages under Section 7.(b).
4. BILLING DISPUTES. The Parties agree that time is of the essence for
payment of all Invoices. IDX shall provide written notice and
supporting documentation for any good-faith dispute it may have with an
Invoice ("DISPUTE") within 60 Business Days after IDX's receipt. If IDX
does not report a Dispute within the 60 Business Day period, IDX shall
have waived its dispute rights for that Invoice. IDX shall pay disputed
amounts, subject to resolution of the Dispute. Frontier will use
reasonable efforts to resolve timely Disputes within 30 Business Days
after its receipt of the Dispute notice. If a Dispute is not resolved
within the 30 Business Day period to IDX's satisfaction, then at IDX's
request the Dispute will be referred to an executive officer of
Frontier. If the Dispute is not resolved within 15 Business Days after
the referral, then either Party may commence an action in accordance
with Section 16., provided that the prevailing Part in such action
shall be entitled to payment of its reasonable attorney fees and costs
by the other Party.
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5. TERMINATION RIGHTS:
(a) REGULATORY CHANGES: If the FCC, a state PUC or a court of
competent jurisdiction issues a rule, regulation, law or order
which has the effect of canceling, changing, or superseding any
material term or provision of this Agreement (collectively,
"REGULATORY REQUIREMENT"), then this Agreement shall be deemed
modified in such a way as the Parties mutually agree is
consistent with the form, intent and purpose of this Agreement
and is necessary to comply with such Regulatory Requirement.
Should the Parties not be able to agree on modifications
necessary to comply with a Regulatory Requirement within 30 days
after the Regulatory Requirement is effective, then upon written
notice either Party may, to the extent practicable, terminate
that portion of this Agreement impacted by the Regulatory
Requirement.
(b) Either Party may terminate this Agreement upon the other Party's
insolvency, dissolution or cessation of business operations.
Frontier may, upon written notice, immediately terminate this
Agreement for IDX's failure to pay any delinquent invoice, or to
maintain any other assurance of payment that may be required
hereunder.
(c) In the event of a breach of any material term or condition of
this Agreement by a Party (other than a failure to pay which is
covered under (b) above), the other Party may terminate this
Agreement upon 30 days written notice, unless the breaching Party
cures the breach during the 30 day period. A breach that cannot
be reasonably cured within a 30 day period may be addressed by a
written waiver of this paragraph signed by the Parties.
(d) Upon any material breach by IDX not cured after expiration of all
applicable notice and cure periods, Frontier may at its sole
option do any or all of the following:
(i) cease accepting or processing orders for Service and
suspend Service;
(ii) cease all electronically and manually generated information
and reports (including any DCR not paid for by IDX);
(iii) draw on any letter of credit, security deposit or other
assurance of payment and enforce any security interest
provided by IDX;
(iv) terminate this Agreement and Service without liability to
Frontier;
(v) collect from IDX as liquidated damages an amount equal to
the Minimum charge times the number of months remaining on
the unexpired term of this Agreement; and
(vi) pursue such other legal or equitable remedy or relief as
may be appropriate.
6. TAXES AND ASSESSMENTS:
(a) IDX is responsible for the collection and remittance of all
governmental assessments, surcharges and fees pertaining to its
resale of the Services (other than taxes on Frontier's net
income) (collectively, "TAXES"). IDX shall provide Frontier with,
and maintain, valid and properly executed certificate(s) of
exemption for the taxes, as applicable.
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7. WARRANTIES AND LIMITATION OF LIABILITY:
(a) Service shall be provided by Frontier in accordance with the
applicable technical standards established for call transport by
the telecommunications industry. Frontier shall provide Service
in a quality and diligent manner consistent with service Frontier
provides to its other customers via a digital fiber optic network
with SS7 signaling (where available). FRONTIER MAKES NO OTHER
WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO TRANSMISSION,
EQUIPMENT OR SERVICE PROVIDED HEREUNDER, AND EXPRESSLY DISCLAIMS
ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR
PURPOSE OR FUNCTION.
(b) In not event shall either Party be liable to the other Party for
incidental and consequential damages, loss of goodwill,
anticipated profit, or other claims for indirect damages in ay
manner related to this Agreement or the Services.
8. INDEMNIFICATION:
Each Party shall defend and indemnify the other Party and its
directors, officers, employees, representatives and agents from any and
all claims, taxes, penalties, interest, expenses, damages, lawsuits or
other liabilities (including without limitation, reasonable attorney
fees and court costs) relating to or arising out of (i) acts or
omissions in the operation of its business, and (ii) its breach of this
Agreement; provided, however, Frontier shall not be liable and shall
not be obligated to indemnify IDX, and IDX shall defend and indemnify
Frontier hereunder, for any claims by any third party, including
End-Users, with respect to services provided by IDX which may
incorporate any of Frontier's services.
9. REPRESENTATION:
The Parties acknowledge and agree that the relationship between them is
solely that of independent contractors. Neither Party, nor their
respective employees, agents or representative, has any right, power or
authority to act or create any obligation, express or implied, on
behalf of the other Party.
10. FORCE MAJEURE:
Other than with respect to failure to make payments due hereunder,
neither Party shall be liable under this Agreement for delays, failures
to perform, damages, losses, or destruction, or malfunction of any
equipment, or any consequence thereof, caused or occasioned by, or due
to fire, earthquake, flood, water, the elements, labor disputes or
shortages, utility curtailments, power failures, explosions, civil
disturbances, governmental actions, shortages of equipment or supplies,
unavailability of transportation, acts or omissions of third parties,
or any other cause beyond its reasonable control.
11. WAIVERS:
Failure of either Party to enforce or insist upon compliance with the
provisions of this Agreement shall not be construed as a general waiver
or relinquishment of any provision or right under this Agreement.
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12. ASSIGNMENT:
Neither Party may assign or transfer its rights or obligations under
this Agreement without the other Party's written consent, which consent
may not be unreasonably withheld, except that either Party may assign
this Agreement to its parent, successor in interest, or an affiliate or
subsidiary without the other Party's consent. Any assignment or
transfer without the required consent is void.
13. CONFIDENTIALITY:
(a) Each Party agrees that all information furnished to it by the
other Party, or to which it has access under this Agreement,
shall be deemed the confidential and proprietary information or
trade secrets (collectively referred to as "PROPRIETARY
INFORMATION") of the Disclosing Party and shall remain the sole
and exclusive property of the Disclosing Party (the Party
furnishing the Proprietary Information referred to as the
"DISCLOSING PARTY" and the other Party referred to as the
"RECEIVING PARTY"). Each Party shall treat the Proprietary
information and the contents of this Agreement in a confidential
manner and, except to the extend necessary in connection with the
performance of its obligations under this Agreement, neither
Party may directly or indirectly disclose the same to anyone
other than its employees on a need to know basis and who agree to
be bound by the terms of this Section, without the written
consent of the Disclosing Party.
(b) The confidentiality of obligations of this Section do not apply
to any portion of the Proprietary Information which is (i) or
becomes public knowledge through no fault of the Receiving Party;
(ii) in the lawful possession of Receiving Party prior to
disclosure to it by the Disclosing Party (as confirmed by the
receiving Party's records); (iii) disclosed to the receiving
Party without restriction on disclosure by a person who has the
lawful right to disclose the information; or (iv) disclosed
pursuant to the lawful requirements or formal request of a
governmental agency. If the Receiving Party is requested or
legally compelled by a governmental agency to disclose any of the
Proprietary information of the Disclosing Party, the Receiving
Party agrees that it will provide the Disclosing Party with
prompt written notice of such requests so that the Disclosing
Party has the opportunity to pursue its legal and equitable
remedies regarding potential disclosure.
(c) Each Party acknowledges that its breach or threatened breach of
this Section may cause the Disclosing Party irreparable harm
which would not be adequately compensated by monetary damages.
Accordingly, in the event of any such breach or threatened
breach, the receiving Party agrees that equitable relief,
including temporary or permanent injunctions, is an available
remedy in addition to any legal remedies to which the Disclosing
Party may be entitled.
(d) Neither Party may use the name, logo, trade name, service marks,
trade marks, or printed materials of the other Party, in any
promotional or advertising material, statement, document, press
release or broadcast without the prior written consent of the
other Party, which consent may be granted or withheld at the
Party's sole discretion.
14. INTEGRATION:
This Agreement and all Exhibits, Schedules and other attachments
incorporated herein, represent the entire agreement between the Parties
with respect to the subject matter hereof and supersede and merge all
prior agreements, promises, understandings, statements,
representations, warranties, indemnities and inducements to the making
of this Agreement relied upon by either Party, whether written or oral.
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15. CONSTRUCTION
The language used in this Agreement is deemed the language chosen by
the Parties to express their mutual intent. No rule of strict
construction shall be applied against either Party.
16. GOVERNING LAW:
This Agreement is subject to the laws of New York, excluding its choice
of law principles. The Parties agree that any action to enforce or
interpret the terms of this Agreement shall be instituted and
maintained only in the Federal Court for the Western District of new
York, or if jurisdiction is not available in the Federal Court, then a
state court located in Rochester, New York. IDX hereby consents to the
jurisdiction and venue of such courts and waives any right to object to
such jurisdiction and venue.
17. NOTICES:
All notices, including but not limited to, demands, requests and other
communications required or permitted hereunder (not including invoices)
shall be in writing and shall be deemed to be delivered when actually
received, whether upon personal delivery or if sent by facsimile, mail
or overnight delivery. All notices shall be addressed as follows, or to
such other address as each of the Parties hereto may notify the other:
<TABLE>
<CAPTION>
<S> <C>
Frontier Communications of the West, Inc. IDX International, Inc.
ATTN: Peggy L. Palak, Mgr. Contract Svc's ATTN: Jeff Gee, Executive Vice President
Brian v. Fitzpatrick, VP Carrier Svc's.
90 Castilian drive 12015 Lee Jackson Hwy
Goleta, CA 93117 Fairfax, VA 22033
Facsimile #800-689-2395 Facsimile #703-708-1518
</TABLE>
18. COUNTERPARTS:
This Agreement may be executed in several counterparts, each of which
shall constitute an original, but all of which shall constitute one and
the same instrument.
19. COMPLIANCE LAWS:
During the term of this Agreement, the Parties shall comply with all
local, state and federal laws and regulations applicable to this
Agreement and to their respective businesses. Further, each Party shall
obtain, file and maintain any tariffs, permits, certifications,
authorizations, licenses or similar documentation as may be required by
the FCC, a state Public Utility or Service Commission, or any other
governmental body or agency having jurisdiction over its business. Upon
request, a Party will supply copies of such permits, certifications,
authorizations, licenses and similar documentation.
20. THIRD PARTIES:
The provisions of this Agreement and the rights and obligations created
hereunder are intended for the sole benefit of Frontier and IDX, and do
not create any right, claim or benefit on the part of any person not a
Party to this Agreement, including End-Users.
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21. SURVIVAL OF PROVISIONS:
Any obligations of the Parties relating to monies owed, as well as
those provisions relating to confidentiality, assurances of payment,
limitations on liability and indemnification, survive termination of
this Agreement.
22. UNENFORCEABILITY OF PROVISIONS:
The legality or unenforceability of any provision of this Agreement
does not affect the legality or enforceability of any other provision
or portion. If any provision or portion of this Agreement is deemed
illegal or unenforceable for any reason, there shall be deemed to be
made such minimum change in such provision or portion as is necessary
to make it valid and enforceable as so modified. This Agreement is
voidable by frontier if modified by IDX without the written or
initiated consent of a Frontier Vice President.
By its signature below, each Party acknowledges and agrees that sufficient
allowance has been made for review of this Agreement by respective counsel and
that each Party has been advised as to its legal rights, duties and obligations
under this Agreement.
<TABLE>
<CAPTION>
<S> <C>
FRONTIER COMMUNICATIONS OF THE WEST, INC. IDX INTERNATIONAL, INC.
By: /s/ Brian V. Fitzpatrick By: /s/ Jeff Gee
-------------------------------------- ---------------------------------
Brian V. Fitzpatrick, Vice President Jeff Gee, Executive Vice President
Frontier Carrier Services
Date: 6/30/98 Date: June 29, 1998
------------------------------------ --------------------------------
</TABLE>
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Exhibit A
Page 1 of 1
GENERAL DEFINITIONS
(not otherwise defined in the body of the Agreement or the Schedules)
1. ANI is a telephone number.
2. BILLING CYCLE is the Frontier billing cycle to which IDX's account
hereunder is assigned by Frontier (a fulfilling cycle equals
approximately 30 days of Services usage).
3. BUSINESS DAY is Monday through Friday, 8:30 am to 5:30 pm Detroit, MI
local time, excluding nationally recognized holidays. Unless otherwise
stated, "DAYS'' refers to calendar days.
4. CDR means call detail records and CDR TAPE is a magnetic tape containing
CDR.
5. END-USERS are customers of IDX. L To the extent that IDX subscribes to
the Services for its own use, IDX is deemed to be an End-User.
SERVICE DEFINITIONS/DESCRIPTIONS
1. INBOUND SERVICES collectively refers to inbound traffic generated via
any of the other Services.
2. INTERNATIONAL SERVICES consist of international traffic generated via
any of the other Services.
3. DEDICATED CARRIER TERMINATION consists of switched outbound long
distance traffic delivered by IDX to a Frontier Point of Presence
("POP") via dedicated facilities and terminated over the Frontier
network.
4. DOMESTIC means the 48 contiguous United States.
5. OFF-SHORE means Alaska, Hawaii, Puerto Rico, and the U.S. Virgin Islands
6. OPERATOR SERVICES: see Operator Services Schedule.
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Exhibit B
Page 1 of 2
SCHEDULE OF ANCILLARY FEES
<TABLE>
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ELECTRONIC EXCHANGE
Set-up to be refunded upon first $25,000 invoice) $5,000
Monthly Recurring Charge for Service (MRC) $ 250
If IDX is not subscribed to a switched inbound/outbound Service, IDX
will be charged Frontier's then current standard NOS switched rate per minute
(at IDX's applicable rate level) for usage of the 800/888 number.
CALL DETAIL RECORD/EMI RECORD DELIVERY (EXCLUDING RDA/EE)
Per initial Mag Tape $ 100
Additional Mag Tapes $ 15
Programming charges to change format (per hour) $ 120
BRANDED 700 TEST NUMBER
Setup Non-Recurring Charge (NRC) $ 0
Service (MRC) $ 350
PIC CHARGES
Unauthorized PIC changes (Noted on Invoice as "Unauthorized Carrier Change Charges) See Exhibit C III. #2
Rejected LEC Order resolution/rework $ 0
ACCOUNTING CODES
Non-validated MRC (per account) $ 0
Validated MRC (per account) $ 0
PRESUBSCRIBED INTEREXCHANGE CARRIER CHARGE "PICC" (SUBJECT TO CHANGE W/O NOTICE)
The MAXIMUM per-line charges are:
$0.53 and $1.50 for primary and non-primary residential lines
$.053 and $2.57 for single-line business
lines and multi-line business lines
800 SMS DATABASE ADMINISTRATION (SUBJECT TO CHANGE)
Pass-through MRC per active Frontier RespOrg 800 number $ .070
Frontier RespOrg Maintenance Service Charges $ 0
Directory Assistance Listing NRC Implementation $ 15
Directory Assistance Listing MRC per 800 number $ 15
800 CARRIER TRANSPORT (DEDICATED)
ANI/DNIS Delivery NRC-Implementation $WAIVED
ANI/DNIS Delivery MRC $WAIVED
Stand-Alone DNIS NRC - Implementation $WAIVED
Stand-Alone DNIS MRC $WAIVED
800 P.I.N.
Set-up Charge per P.I.N. Program (NRC) $1,000
To be refunded after first $2,500 in 800 PIN billing
NOS DEDICATED SERVICES
Switch connection fee per DS-1 (MRC) $ 95
EQUIPMENT/ELECTRONICS
Channel Banks/CSU/Cards Implementation (NRC) $ 495
Channel Banks/CSU/Cards (MRC) $ 340
Stand-Alone CSU Implementation (NRC) $ 100
Stand-Alone CSU (MRC) $ 240
</TABLE>
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Exhibit B
Page 2 of 2
CALL DETAIL RECORDS
1. If IDX requires call detail records for usage of the Services ("CDR") it
has the option of (i) receiving CDR on a monthly basis via magnetic
tape, and/or (ii) having access on a daily basis via electronic data
exchange.
2. If IDX elects option 1.(i), then on or about the fifth Business Day
following the end of a Billing Cycle, Frontier will deposit with an
overnight delivery service for delivery to IDX a CDR Tape in the format
established by Frontier. CDR Tapes rate the Services at Frontier rates
in effect at the time the Services were provided and must be re-rated by
IDX at its tariffed rates.
3. If IDX elects option 1.(ii), then Frontier will make CDR available for
IDX's access Monday through Saturday, excluding nationally recognized
holidays, for the prior period's traffic. IDX's access to CDR will be
via electronic data exchange ("ELECTRONIC EXCHANGE") to either (i) IDX's
designated mainframe computer via the IBM Information Network ("IIN")
via Network Data Mover ("NDM"), o (ii) dedicated personal computer via
Procomm+ software. IDX is liable for all transmission charges together
with the cost of Frontier compatible hardware and software necessary at
its location for use of Electronic Exchange. Frontier will archive CDR
for 8 Business Days.
4. IDX may cancel an option at any time on 30 days written notice. IDX may
change an existing option or select a new option at any time upon
written notice and payment to Frontier of any then current set up charge
for such option. Changes or new selections are effective in the second
Billing Cycle following receipt of the request and any required set up
charge.
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Exhibit C
Page 1 of 2
DEDICATED TERMINATION SCHEDULE
Unless otherwise stated, domestic calls are measured in 6 second increments
after a 6 second minimum and international calls in 6 second increments after a
30 second minimum.
Dedicated Termination Service:
1. For domestic and international traffic (including Directory Assistance
Transport) originating from IDX's switch, IDX shall pay the applicable
rates set out in the attached pricing schedules.
2. Each DS-1 circuit connecting IDX to one of the Frontier POPs set out in
the attached Network Interconnections Schedule has a monthly minimum
usage requirement of 100,000 minutes. Frontier may add or delete a POP
at any time upon written notice. If a DS-1 circuit experiences a minimum
shortfall over two consecutive Billing Cycles, Frontier may provide IDX
with written notice of such fact and of Frontier's intent to disconnect
the under-minimum circuit if the minimum is not attained by the Billing
Cycle commencing after the date the notice is received. IDX shall
reimburse Frontier for any termination fees or charges paid by Frontier
to the circuit provider for early disconnection of such circuit.
3. IDX shall be responsible, at its sole expense, for all ordering of, and
charges for, dedicated facilities and equipment required to maintain
access, interconnection and interface with Frontier's equipment and
network.
4. If at any given month more than 15% of IDX's total domestic dedicated
carrier traffic does not terminate to a RBOC/GTE franchised region,
Frontier may apply a $0.04 per minute surcharge to all of such traffic
in excess of the 15%.
[Initials JG]
[Initials BVF]
14
<PAGE>
Exhibit C
Page 2 of 2
GATEWAY CARRIER SERVICE
LATA Gateway Table
Northeast Southeast Midwest Southwest West
120 420 234 532 486 638
122 422 254 534 488 648
124 424 256 620 490 650
126 428 320 624 492 652
128 430 322 626 526 654
130 432 324 628 528 666
132 434 325 630 530 668
133 436 326 632 536 670
134 438 330 634 538 672
136 440 332 635 540 674
138 442 334 636 542 676
140 444 336 640 544 720
220 446 338 644 546 721
222 448 340 646 548 722
224 450 342 922 550 724
226 452 344 923 552 726
228 454 346 924 554 728
230 456 348 932 556 730
232 458 350 937 558 732
236 460 352 938 560 734
238 464 354 958 562 736
240 468 356 976 564 738
242 470 358 977 566 740
244 472 360 978 568 832
246 474 362 570 834
248 476 364 656 960
250 477 366 658 963
252 478 368 660 973
426 480 370 664 981
920 482 374 961
921 484 376 980
927 939 462
928 949 466
929 951 520
974 952 521
953 522
956 524
[Initials JG]
[Initials BVF]
15
<PAGE>
Exhibit C(a)
Page 1 of 6
CARRIER DOMESTIC TERMINATION SERVICE
<TABLE>
<CAPTION>
F.O.B. F.O.B. F.O.B. F.O.B. F.O.B.
Chicago BOSTON Atlanta Dallas Billings
Cleveland NEW YORK Tampa Denver Los Angeles
Detroit PHILADELPHIA San Francisco
Milwaukee ROCHESTER Seattle
WASHINGTON
MIDWEST NORTHEAST SOUTHEAST SOUTHWEST WEST
LATA CITY STATE RPM RPM RPM RPM RPM
<S> <C> <C> <C> <C> <C> <C> <C>
120 Portland ME $0.0479 $0.0468 $0.0479 $0.0479 $0.0479
122 Nashua NH $0.0399 $0.0388 $0.0399 $0.0399 $0.0399
124 Burlington VT $0.0609 $0.0501 $0.0509 $0.0509 $0.0509
126 Springfield MA $0.0344 $0.0333 $0.0344 $0.0344 $0.0344
128 Boston MA $0.0343 $0.0324 $0.0343 $0.0343 $0.0343
130 Providence RI $0.0438 $0.0426 $0.0438 $0.0438 $0.0438
132 New York City NY $0.0371 $0.0339 $0.0372 $0.0372 $0.0372
133 Poughkeepsie NY $0.0550 $0.0528 $0.0550 $0.0550 $0.0550
134 Albany NY $0.0428 $0.0427 $0.0429 $0.0429 $0.0429
136 Syracuse NY $0.0423 $0.0420 $0.0427 $0.0427 $0.0427
138 Binghamton NY $0.0469 $0.0467 $0.0472 $0.0472 $0.0472
140 Buffalo NY $0.0392 $0.0389 $0.0396 $0.0396 $0.0396
220 Atlantic City NJ $0.0255 $0.0255 $0.0255 $0.0255 $0.0255
222 Camden NJ $0.0255 $0.0255 $0.0255 $0.0255 $0.0255
224 Newark NJ $0.0255 $0.0255 $0.0255 $0.0255 $0.0255
226 Harrisburg PA $0.0397 $0.0378 $0.0397 $0.0397 $0.0397
228 Philadelphia PA $0.0269 $0.0255 $0.0271 $0.0271 $0.0271
230 Altoona PA $0.0362 $0.0349 $0.0362 $0.0362 $0.0362
232 Scranton PA $0.0363 $0.0346 $0.0363 $0.0363 $0.0363
234 Pittsburgh PA $0.0293 $0.0304 $0.0306 $0.0305 $0.0305
236 Washington DC $0.0260 $0.0255 $0.0255 $0.0255 $0.0255
238 Baltimore MD $0.0255 $0.0255 $0.0255 $0.0255 $0.0255
240 Hagerstown MD $0.0271 $0.0268 $0.0271 $0.0271 $0.0271
242 Salisbury MD $0.0255 $0.0255 $0.0255 $0.0255 $0.0255
244 Roanoke VA $0.0332 $0.0332 $0.0332 $0.0332 $0.0332
246 Fredericksburg VA $0.0300 $0.0296 $0.0300 $0.0300 $0.0300
248 Richmond VA $0.0303 $0.0300 $0.0303 $0.0303 $0.0303
250 Lynchburg VA $0.0320 $0.0320 $0.0320 $0.0320 $0.0320
252 Norfolk VA $0.0298 $0.0296 $0.0298 $0.0298 $0.0298
254 Charleston WV $0.0275 $0.0275 $0.0275 $0.0275 $0.0275
256 Wheeling WV $0.0308 $0.0308 $0.0308 $0.0308 $0.0308
320 Cleveland OH $0.0341 $0.0359 $0.0362 $0.0362 $0.0362
322 Youngstown OH $0.0362 $0.0374 $0.0374 $0.0374 $0.0374
324 Columbus OH $0.0312 $0.0323 $0.0323 $0.0323 $0.0323
325 Akron OH $0.0322 $0.0334 $0.0335 $0.0335 $0.0335
</TABLE>
BILLING INCREMENTS: 6 SECOND INITIAL/6 SECOND INCREMENTS
[Initials JG]
[Initials BVF]
16
<PAGE>
Exhibit C(a)
Page 2 of 6
CARRIER DOMESTIC TERMINATION SERVICE
<TABLE>
<CAPTION>
F.O.B. F.O.B. F.O.B. F.O.B. F.O.B.
Chicago BOSTON Atlanta Dallas Billings
Cleveland NEW YORK Tampa Denver Los Angeles
Detroit PHILADELPHIA San Francisco
Milwaukee ROCHESTER Seattle
WASHINGTON
MIDWEST NORTHEAST SOUTHEAST SOUTHWEST WEST
LATA CITY STATE RPM RPM RPM RPM RPM
<S> <C> <C> <C> <C> <C> <C> <C>
326 Toledo OH $0.0366 $0.0377 $0.0378 $0.0378 $0.0378
328 Dayton OH $0.0332 $0.0340 $0.0341 $0.0341 $0.0341
330 Evansville IN $0.0373 $0.0373 $0.0373 $0.0373 $0.0373
332 South Bend IN $0.0479 $0.0492 $0.0492 $0.0492 $0.0492
334 Fort Wayne IN $0.0535 $0.0535 $0.0535 $0.0535 $0.0535
336 Indianapolis IN $0.0324 $0.0333 $0.0333 $0.0333 $0.0333
338 Vincennes IN $0.0438 $0.0438 $0.0438 $0.0438 $0.0438
340 Detroit MI $0.0255 $0.020 $0.0260 $0.0260 $0.0260
342 Marquette MI $0.0297 $0.0298 $0.0298 $0.0298 $0.0298
344 Saginaw MI $0.0353 $0.0362 $0.0363 $0.0363 $0.03563
346 Lansing MI $0.0282 $0.0292 $0.0292 $0.0292 $0.0292
348 Grand Rapids MI $0.0292 $0.0301 $0.0301 $0.0301 $0.0301
350 Green Bay WI $0.0362 $0.0373 $0.0373 $0.0373 $0.0373
352 Eau Claire WI $0.0438 $0.0438 $0.0438 $0.0438 $0.0438
354 Madison WI $0.0416 $0.0426 $0.0427 $0.0427 $0.0427
356 Milwaukee WI $0.0279 $0.0294 $0.0296 $0.0296 $0.0296
358 Chicago IL $0.0255 $0.0255 $0.0255 $0.0255 $0.0255
360 Rockford IL $0.0301 $0.0303 $0.0303 $0.0303 $0.0303
362 Cairo/Mound Cty IL $0.0467 $0.0467 $0.0467 $0.0467 $0.0467
364 Sterling/Dekalb IL $0.0401 $0.0403 $0.0403 $0.0403 $0.0403
366 Bloomington IL $0.0443 $0.0446 $0.0446 $0.0446 $0.0446
368 Peoria IL $0.0316 $0.0318 $0.0318 $0.0318 $0.0318
370 Champ-Urbana IL $0.0283 $0.0286 $0.0285 $0.0286 $0.0286
374 Springfield IL $0.0276 $0.0276 $0.0276 $0.0276 $0.0276
376 Quincy IL $0.0382 $0.0328 $0.0382 $0.0382 $0.0382
420 Asheville NC $0.0419 $0.0419 $0.0417 $0.0419 $0.0419
422 Charlotte NC $0.0404 $0.0404 $0.0387 $0.0404 $0.0404
424 Greensboro NC $0.0437 $0.0437 $0.0424 $0.0437 $0.0437
426 Raleigh NC $0.0391 $0.0381 $0.0391 $0.0391 $0.0391
428 Wilmington NC $0.0367 $0.0367 $0.0367 $0.0367 $0.0367
430 Greenville SC $0.0344 $0.0344 $0.0338 $0.0344 $0.0344
432 Florence SC $0.0434 $0.0434 $0.0419 $0.0434 $0.0434
434 Columbia SC $0.0373 $0.0373 $0.0354 $0.0373 $0.0373
436 Charleston SC $0.0359 $0.0359 $0.0359 $0.0359 $0.0359
438 Atlanta GA $0.0325 $0.0324 $0.0288 $0.0325 $0.0325
</TABLE>
BILLING INCREMENTS: 6 SECOND INITIAL/6 SECOND INCREMENTS
[Initials JG]
[Initials BVF]
16
<PAGE>
Exhibit C(a)
Page 3 of 6
CARRIER DOMESTIC TERMINATION SERVICE
<TABLE>
<CAPTION>
F.O.B. F.O.B. F.O.B. F.O.B. F.O.B.
Chicago BOSTON Atlanta Dallas Billings
Cleveland NEW YORK Tampa Denver Los Angeles
Detroit PHILADELPHIA San Francisco
Milwaukee ROCHESTER Seattle
WASHINGTON
MIDWEST NORTHEAST SOUTHEAST SOUTHWEST WEST
LATA CITY STATE RPM RPM RPM RPM RPM
<S> <C> <C> <C> <C> <C> <C> <C>
440 Savannah GA $0.0465 $0.0465 $0.0448 $0.0465 $0.0465
442 Augusta GA $0.0307 $0.0307 $0.0301 $0.0307 $0.0307
444 Albany GA $0.0422 $0.0422 $0.0400 $0.0422 $0.0422
446 Macon GA $0.0417 $0.0417 $0.0409 $0.0417 $0.0417
448 Pensacola FL $0.0369 $0.0369 $0.0356 $0.0369 $0.0369
450 Panama City FL $0.0401 $0.0401 $0.0401 $0.0401 $0.0401
452 Jacksonville FL $0.0318 $0.0318 $0.0310 $0.0318 $0.0318
454 Gainesville FL $0.0416 $0.0416 $0.0406 $0.0416 $0.0416
456 Daytona Beach FL $0.0293 $0.0293 $0.0284 $0.0293 $0.0293
458 Orelando FL $0.0374 $0.0374 $0.0364 $0.0374 $0.0374
460 Miami FL $0.0296 $0.0296 $0.0288 $0.0296 $0.0296
462 Louisville KY $0.0367 $0.0372 $0.0372 $0.0372 $0.0372
464 Madisonville KY $0.0366 $0.0366 $0.0349 $0.0366 $0.0366
466 Lexington KY $0.0481 $0.0487 $0.0487 $0.0487 $0.0487
468 Memphis TN $0.0349 $0.0349 $0.0338 $0.0349 $0.0349
470 Nashville TN $0.0378 $0.0378 $0.0360 $0.0378 $0.0378
472 Chattanooga TN $0.0383 $0.0383 $0.0376 $0.0383 $0.0383
474 Knoxville TX $0.0389 $0.0389 $0.0368 $0.0389 $0.0389
476 Birmingham AL $0.0357 $0.0357 $0.0334 $0.0357 $0.0357
477 Huntsville AL $0.0332 $0.0332 $0.0326 $0.0332 $0.0332
478 Montgomery AL $0.0422 $0.0422 $0.0400 $0.0422 $0.0422
480 Mobile AL $0.0369 $0.0369 $0.0357 $0.0369 $0.0369
482 Jackson MS $0.0361 $0.0361 $0.0351 $0.0361 $0.0361
484 Gulfport MS $0.0340 $0.0340 $0.0340 $0.0340 $0.0340
486 Shreveport LA $0.0344 $0.0344 $0.0344 $0.0321 $0.0344
488 Lake Charles LA $0.0367 $0.0367 $0.0367 $0.0367 $0.0367
490 New Orleans LA $0.0330 $0.0330 $0.0330 $0.0325 $0.0330
492 Baton Rouge LA $0.0349 $0.0349 $0.0349 $0.0340 $0.0349
520 St. Louis MO $0.0289 $0.0293 $0.0293 $0.0293 $0.0293
521 Jefferson City MO $0.0657 $0.0659 $0.0659 $0.0659 $0.0659
522 Springfield MO $0.0417 $0.0418 $0.0418 $0.0418 $0.0418
525 Kansas City MO $0.0301 $0.0307 $0.0307 $0.0307 $0.0307
526 Fort Smith AR $0.0335 $0.0335 $0.0335 $0.0335 $0.0335
528 Little Rock AR $0.0401 $0.0401 $0.0401 $0.0401 $0.0401
530 Pine Bluff AR $0.0369 $0.0369 $0.0369 $0.0369 $0.0369
</TABLE>
BILLING INCREMENTS: 6 SECOND INITIAL/6 SECOND INCREMENTS
[Initials JG]
[Initials BVF]
17
<PAGE>
Exhibit C(a)
Page 4 of 6
CARRIER DOMESTIC TERMINATION SERVICE
<TABLE>
<CAPTION>
F.O.B. F.O.B. F.O.B. F.O.B. F.O.B.
Chicago BOSTON Atlanta Dallas Billings
Cleveland NEW YORK Tampa Denver Los Angeles
Detroit PHILADELPHIA San Francisco
Milwaukee ROCHESTER Seattle
WASHINGTON
MIDWEST NORTHEAST SOUTHEAST SOUTHWEST WEST
LATA CITY STATE RPM RPM RPM RPM RPM
<S> <C> <C> <C> <C> <C> <C> <C>
532 Wichita KS $0.0386 $0.0386 $0.0386 $0.0386 $0.0386
534 Topeka KS $0.0441 $0.0446 $0.0446 $0.0446 $0.0446
536 Oklahoma City OK $0.0298 $0.0298 $0.0209 $0.0278 $0.0298
538 Tulsa OK $0.0326 $0.0326 $0.0326 $0.0308 $0.0326
540 El Paso TX $0.0255 $0.0255 $0.0255 $0.0255 $0.0255
542 Midland TX $0.0317 $0.0317 $0.0317 $0.0317 $0.0317
544 Lubbock TX $0.0266 $0.0266 $0.0266 $0.0266 $0.0266
546 Amarillo TX $0.0367 $0.0367 $0.0367 $0.0367 $0.0367
548 Wichita Falls TX $0.0295 $0.0295 $0.0295 $0.0287 $0.0295
550 Abilene TX $0.0297 $0.0297 $0.0297 $0.0296 $0.0297
552 Dallas TX $0.0307 $0.0307 $0.0307 $0.0274 $0.0307
554 Longview TX $0.0356 $0.0356 $0.0356 $0.0348 $0.0356
556 Waco TX $0.0404 $0.0404 $0.0404 $0.0397 $0.0404
558 Austin TX $0.0268 $0.0268 $0.0268 $0.0268 $0.0268
550 Houston TX $0.0292 $0.0292 $0.0292 $0.0275 $0.0292
562 Beaumont TX $0.0285 $0.0285 $0.0285 $0.0285 $0.0285
564 Corpus Christi TX $0.0285 $0.0285 $0.0285 $0.0285 $0.0285
566 San Antonio TX $0.0282 $0.0282 $0.0282 $0.0282 $0.0282
568 Harlingen TX $0.0275 $0.0275 $0.0275 $0.0275 $0.0275
570 Ryan TX $0.0412 $0.0412 $0.0412 $0.0407 $0.0412
620 Rochester MN $0.0389 $0.3096 $0.0396 $0.0396 $0.0396
624 Duluth MN $0.0286 $0.0290 $0.0290 $0.0290 $0.0290
626 St. Cloud MN $0.0374 $0.0377 $0.0377 $0.0377 $0.0377
628 Minneapolis MN $0.0255 $0.0258 $0.0258 $0.0258 $0.0258
630 Sioux City IA $0.0331 $0.0331 $0.0331 $0.0331 $0.0331
632 Des Moines IA $0.0353 $0.0357 $0.0357 $0.0357 $0.0357
634 Davenport IA $0.0309 $0.0312 $0.0312 $0.0312 $0.0312
635 Cedar Rapids IA $0.0304 $0.0307 $0.0307 $0.0307 $0.0307
636 Fargo ND $0.0344 $0.0344 $0.0344 $0.0344 $0.0344
638 Bismarck ND $0.0484 $0.0484 $0.0484 $0.0484 $0.0484
640 Sioux Falls SD $0.0320 $0.0321 $0.0321 $0.0321 $0.0321
644 Omaha NE $0.0256 $0.0260 $0.0260 $0.0260 $0.0260
646 Grand Island NE $0.0436 $0.0436 $0.0436 $0.0436 $0.0436
648 Helena MT $0.0336 $0.0336 $0.0336 $0.0336 $0.0336
650 Billings MT $0.0295 $0.0295 $0.0295 $0.0292 $0.0293
</TABLE>
BILLING INCREMENTS: 6 SECOND INITIAL/6 SECOND INCREMENTS
[Initials JG]
[Initials BVF]
19
<PAGE>
Exhibit C(a)
Page 5 of 6
CARRIER DOMESTIC TERMINATION SERVICE
<TABLE>
<CAPTION>
F.O.B. F.O.B. F.O.B. F.O.B. F.O.B.
Chicago BOSTON Atlanta Dallas Billings
Cleveland NEW YORK Tampa Denver Los Angeles
Detroit PHILADELPHIA San Francisco
Milwaukee ROCHESTER Seattle
WASHINGTON
MIDWEST NORTHEAST SOUTHEAST SOUTHWEST WEST
LATA CITY STATE RPM RPM RPM RPM RPM
<S> <C> <C> <C> <C> <C> <C> <C>
652 Boise ID $0.0298 $0.0298 $0.0298 $0.0298 $0.0298
654 Cheyenne WY $0.0288 $0.0288 $0.0288 $0.0288 $0.0288
656 Denver CO $0.0312 $0.0312 $0.0312 $0.0299 $0.0312
658 Colorado Spgs CO $0.0261 $0.0261 $0.0261 $0.0258 $0.0261
660 Salt Lake City UT $0.0258 $0.0258 $0.0258 $0.0255 $0.0258
664 Albuquerque NM $0.0325 $0.0325 $0.0325 $0.0325 $0.0325
666 Phoenix AZ $0.0271 $0.0271 $0.0271 $0.0271 $0.0265
668 Tucson AZ $0.0255 $0.0255 $0.0255 $0.0255 $0.0255
670 Eugene OR $0.0389 $0.0389 $0.0389 $0.0389 $0.0389
672 Portland OR $0.0356 $0.0356 $0.0356 $0.0356 $0.0348
674 Seattle WA $0.0327 $0.0327 $0.0327 $0.0327 $0.0315
676 Spokane WA $0.030 $0.0320 $0.0320 $0.0320 $0.0320
720 Reno NV $0.0362 $0.0362 $0.0362 $0.0362 $0.0354
721 Las Vegas NV $0.0275 $0.0275 $0.0275 $0.0275 $0.0275
722 San Francisco CA $0.0257 $0.0257 $0.0257 $0.0257 $0.0255
724 Redding/Chico CA $0.0337 $0.0337 $0.0337 $0.0337 $0.0337
726 Sacramento CA $0.0387 $0.3087 $0.0387 $0.0387 $0.0375
728 Fresno CA $0.0282 $0.0282 $0.0282 $0.0282 $0.0274
730 Los Angeles CA $0.0265 $0.0265 $0.0265 $0.0265 $0.0255
732 San Diego CA $0.0256 $0.0256 $0.0256 $0.0256 $0.0255
734 Bakersfield CA $0.0272 $0.0272 $0.0272 $0.0272 $0.0257
736 Monterey/Salin. CA $0.0255 $0.0255 $0.0255 $0.0255 $0.0255
738 Stockton CA $0.0287 $0.0287 $0.0287 $0.0287 $0.0275
740 S. Luis Obispo CA $0.0271 $0.0271 $0.0271 $0.0271 $0.0258
820 Puerto Rico PR $0.0938 $0.0938 $0.0930 $0.0938 $0.0938
822 Virgin Islands USVI $0.0938 $0.0938 $0.0930 $0.0938 $0.0938
832 Alaska AK $0.0938 $0.0938 $0.0938 $0.0938 $0.0935
834 Hawaii HI $0.1124 $0.1124 $0.1124 $0.1124 $0.1124
920 Hartford CT $0.0321 $0.0321 $0.0321 $0.0321 $0.0321
921 Fishers Island NY $0.0957 $0.0954 $0.0957 $0.0957 $0.0957
922 Cincinnati OH $0.0377 $0.0384 $0.0384 $0.0384 $0.0384
923 Lima OH $0.0654 $0.0656 $0.0656 $0.0656 $0.0656
924 Erie PA $0.0463 $0.0475 $0.0475 $0.0475 $0.0475
927 Harrisonburg VA $0.0648 $0.0648 $0.0648 $0.0648 $0.0648
928 Charlottesvl VA $0.0436 $0.0419 $0.0436 $0.0436 $0.0436
</TABLE>
BILLING INCREMENTS: 6 SECOND INITIAL/6 SECOND INCREMENTS
[Initials JG]
[Initials BVF]
20
<PAGE>
Exhibit C(a)
Page 6 of 6
CARRIER DOMESTIC TERMINATION SERVICE
<TABLE>
<CAPTION>
F.O.B. F.O.B. F.O.B. F.O.B. F.O.B.
Chicago BOSTON Atlanta Dallas Billings
Cleveland NEW YORK Tampa Denver Los Angeles
Detroit PHILADELPHIA San Francisco
Milwaukee ROCHESTER Seattle
WASHINGTON
MIDWEST NORTHEAST SOUTHEAST SOUTHWEST WEST
LATA CITY STATE RPM RPM RPM RPM RPM
<S> <C> <C> <C> <C> <C> <C> <C>
929 Edinburg VA $0.0575 $0.0575 $0.0575 $0.0575 $0.0575
930 Eppes Fork NC $0.0957 $0.0957 $0.0957 $0.0957 $0.0957
932 Bluefield WV $0.0559 $0.0559 $0.0559 $0.0559 $0.0559
937 Richmond IN $0.0538 $0.0538 $0.0538 $0.0538 $0.0538
938 Terre Haute IN $0.0522 $0.0522 $0.0522 $0.0522 $0.0522
939 Fort Myers FL $0.0485 $0.0485 $0.0475 $0.0485 $0.0485
949 Fayetteville NC $0.0460 $0.0460 $0.0460 $0.0460 $0.0460
951 Rocky Mount NC $0.0447 $0.0447 $0.0447 $0.0447 $0.0447
952 Tampa FL $0.0293 $0.0293 $0.0272 $0.0293 $0.0293
953 Tallahassee FL $0.0494 $0.0494 $0.0494 $0.0494 $0.0494
955 Dothan AL $0.0957 $0.957 $0.0957 $0.0957 $0.0957
956 Kingsport TN $0.0463 $0.0463 $0.0463 $0.0463 $0.0463
958 Lincoln NE $0.0469 $0.0473 $0.0473 $0.0473 $0.0473
960 Coeur D'Alene ID $0.0724 $0.0724 $0.0724 $0.0724 $0.0724
961 San Angelo TX $0.0428 $0.0428 $0.0428 $0.0428 $0.0428
963 Kalispell MT $0.0957 $0.0957 $0.0957 $0.0957 $0.0957
973 Palm Springs CA $0.0276 $0.0276 $0.0276 $0.0276 $0.0271
974 Rochester NY $0.0386 $0.0376 $0.0393 $0.0393 $0.0393
976 Matoon IL $0.0634 $0.0534 $0.0534 $0.0534 $0.0534
977 Galesburg IL $0.0440 $0.0442 $0.0442 $0.0442 $0.0442
978 Olney IL $0.0448 $0.0448 $0.0448 $0.0448 $0.0448
980 Tsaile AZ $0.0957 $0.0957 $0.0957 $0.0957 $0.0957
981 Monument Valley UT $0.0957 $0.0957 $0.0957 $0.0957 $0.0957
</TABLE>
DIRECTORY ASSISTANCE $0.4200 per call
BILLING INCREMENTS: 6 SECOND INITIAL/6 SECOND INCREMENTS
[Initials JG]
[Initials BVF]
21
<PAGE>
Exhibit C(b)
Page 1 of 4
CARRIER TERMINATION INTERNATIONAL SERVICE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
93 Afganistan $1.8319 238 Cape Verde $0.6179
355 Albania $0.5000 897 Cayman Islands $0.3723
213 Algeria $0.5143 236 Central Africa $0.9054
684 Amer Somoa $0.6555 235 Chad $1.2696
376 Andorra $0.3399 56 Chile $0.2606
244 Angola $0.4748 86 China Prc $0.5888
891 Anguilla $0.5179 672 Christmas Island $0.4941
672 Antarctica - Casey $0.4941 61 Cocos-Kelling Island $0.1155
672 Antarctica - Scott $0.4941 57 Colombia $0.4286
892 Antigua $0.4179 242 Congo $1.1663
54 Argentina $0.5082 682 Cook Island $1.1449
374 Armenia $0.7688 506 Costa Rica $0.4071
297 Aruba $0.3778 395 Croatia $0.3578
247 Ascension Islands $1.2733 53 Cuba $0.6439
61 Australia $0.1155 357 Cyprus $0.3179
43 Austria $0.2059 42 Czech $0.3433
994 Azerbaijan $1.1429 45 Denmark $0.1616
893 Bahamas $0.1968 246 Diego Garcia $0.7606
973 Bahrain $0.7848 253 Djibouti $0.8000
880 Bangladesh $0.9933 898 Dominica $0.5290
894 Barbados $0.5120 899 Dominican Republic $0.2756
375 Belarus $0.5841 593 Ecuador $0.5561
32 Belgium $0.1570 20 Egypt $0.7804
501 Bolize $0.7991 503 El Salvador $0.4817
229 Benin $0.5804 240 Equatorial Guinea $1.6408
895 Bermuda $0.2298 291 Eritrea $1.2896
975 Bilutan $0.8735 372 Estonia $0.2711
591 Bolivia $0.7060 251 Ethiopia $0.9675
387 Bosnia & Herzegovina $0.5084 298 Faeroe Islands $0.3416
267 Botswana $0.4690 500 Falkland Islands $0.9654
55 Brazil $0.4416 679 Fiji Is $0.9565
896 British Virg Islands $0.3451 358 Finland $0.1768
673 Brunei $0.4816 33 France $0.1468
359 Bulgaria $0.4428 594 French Guiana $0.4679
226 Burkino Faso $0.7178 689 French Polynesia $0.6566
95 Burma/Myanmar $1.2205 241 Gabon $0.9060
257 Burundi $.06790 220 Gambia $0.6253
855 Cambodia $1.0005 995 Georgia $0.7818
237 Cameroon $0.8758 49 Germany $0.1214
34 Canary Island $0.2606 233 Ghana $0.5464
</TABLE>
BILLING INCREMENTS: 30 SECOND INITIAL/6 SECOND INCREMENTS
[Initials JG]
[Initials BVF]
22
<PAGE>
Exhibit C(b)
Page 2 of 4
CARRIER TERMINATION INTERNATIONAL SERVICE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
350 Gibraltar $0.4858 961 Lebanan $0.8770
686 Gilbert Island $0.8816 266 Lesotho $0.9013
30 Greece $0.3534 231 Liberia $0.7313
299 Greenland $0.5564 218 Libya $0.4330
900 Grenada $0.5505 41 Liechtenstein $0.1421
590 Guadeloupe $0.4915 370 Lithuania $0.8736
671 Guam $0.1699 352 Luxembourg $0.2054
53 Guantanamo Bay $0.6439 853 Macao $0.5083
502 Guatemala $0.4608 389 Macedonia $0.5785
224 Guinea $0.7054 261 Madagascar $0.7908
245 Guinea Bissau $0.7183 265 Malawi $0.5938
592 Guyana $0.8469 60 Malaysia $0.3169
509 Haiti $0.6309 960 Maldives $1.0811
504 Honduras $0.5516 223 Mali Republic $1.2560
852 Hong Kong, Chia $0.2793 356 Malta $0.2910
36 Hungary $0.2618 692 Marshal Islands $0.5326
354 Iceland $0.2578 596 Martinique $0.3250
91 India $0.7580 222 Mauritania $0.5054
62 Indonesia $0.5736 230 Mauritius $0.6586
871 Inmarsat (AOR) $7.6865 269 Mayotte (Comoros) $1.2490
873 Inmarsat (IOR) $6.8929 691 Micronesia $0.7955
872 Inmarsat (POR) $7.5191 373 Moldava $0.5829
874 Inmarsat (WAT) $6.8929 377 Monaco $0.2053
98 Iran $0.9080 976 Mongolia $1.4199
964 Iraq $1.3884 902 Montserrat $0.6353
353 Ireland $0.1575 212 Morocco $0.5080
972 Israel $0.2055 258 Mozambique $0.7160
39 Italy $0.1893 264 Namibia $0.5480
225 Ivory Coast (Cote D'Ivoire) $0.9018 674 Nauru $1.0554
901 Jamaica $0.5231 977 Nepal $0.8415
81 Japan $0.2556 599 Netherland Antilles $0.2905
962 Jordan $0.9413 31 Netherlands $0.1320
7 Kazakhstan $0.6804 903 Nevis $0.5833
254 Kenya $0.6828 687 New Caledonia $0.7244
686 Kiribati $0.8816 64 New Zealand $0.1416
850 Korea (North) $0.9941 505 Nicaragua $0.4741
82 Korea (South) $0.3972 227 Niger Republic $0.9425
965 Kuwait $0.8245 234 Nigeria $0.6919
996 Kyrgyzstan $0.9691 683 Niue Island $2.5093
856 Laos $0.9229 672 Norfolk Island $0.4941
371 Latvia $0.4123 47 Norway $0.1274
</TABLE>
BILLING INCREMENTS: 30 SECOND INITIAL/6 SECOND INCREMENTS
[Initials JG]
[Initials BVF]
23
<PAGE>
Exhibit C(b)
Page 3 of 4
CARRIER TERMINATION INTERNATIONAL SERVICE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
968 Oman $0.8653 268 Swaziland $0.4713
92 Pakistan $0.9633 46 Sweden $0.1173
680 Papau Republic $1.0859 41 Switzerland $0.1421
507 Panama $0.5888 963 Syria $0.9428
675 Papua New Guinea $0.6191 886 Taiwan $0.4186
595 Paraguay $0.9020 992 Tajikstan $0.7616
51 Peru $0.5806 255 Tanzania $1.1003
63 Philippines $0.3882 66 Thailand $0.6050
48 Poland $0.3160 228 Togo $0.9433
351 Portugal $0.3054 676 Tonga $1.0128
974 Qatar $0.9111 907 Trinidad/Tobago $0.5893
262 Reunion Island $0.7581 216 Tunisia $0.5500
40 Romania $0.4435 90 Turkey $0.4110
7 Russia $0.5024 993 Turkmnistan $0.9916
250 Rwanda $0.7376 908 Turks/Caicos Islands $0.4929
670 Saipan $0.4066 688 Tuvalu $0.8691
378 San Marino $0.5874 256 Uganda $0.5973
239 Sao Tome $1.1360 380 Ukraine $0.4193
966 Saudi Arabia $0.7651 971 United Arab Emirates $0.5085
221 Senegal $1.2304 44 United Kingdom $0.0913
248 Seychelles Island $1,5034 598 Uruguay $0.7304
232 Siera Leone $0.8639 998 Uzbekistan $0.8516
65 Singapore $0.3592 678 Vanuatu/New Hebridi $0.7796
42 Slovak $0.3433 379 Vatican City $0.4546
386 Slovenia $0.2320 58 Venezuela $0.3664
677 Solomon Island(s) $0.9304 84 Vietnam $0.9951
252 Somalia $1.4921 681 Wallis/Futuna $0.3379
27 South Africa $0.4554 685 Western Samoa $0.7066
34 Spain $0.2606 967 Yemen $0.7466
94 Sri Lanka $0.9073 381 Yugoslavia/Serbia $0.4864
290 St. Helena $0.9429 243 Zaire $0.6541
904 St. Kitts $0.4929 260 Zambia $0.7804
905 St. Lucia $0.5533 259 Zanzibar $1.1680
508 St. Pierre $0.5533 263 Zimbabwe $0.6000
906 St. Vincent $0.6019
249 Sudan $0.9076
597 Suriname $1.1870
</TABLE>
BILLING INCREMENTS: 30 SECOND INITIAL/6 SECOND INCREMENTS
[Initials JG]
[Initials BVF]
24
<PAGE>
Exhibit C(b)
Page 4 of 4
CARRIER TERMINATION INTERNATIONAL SERVICE
521 MEXICO 1 $0.2026 $0.1493
522 MEXICO 2 $0.2376 $0.1851
523 MEXICO 3 $0.3358 $0.2295
524 MEXICO 4 $0.3786 $0.2771
525 MEXICO 5 $0.4051 $0.3112
526 MEXICO 6 $0.3614 $0.3517
527 MEXICO 7 $0.3614 $0.3517
528 MEXICO 8 $0.3614 $0.3517
204 Manitoba $0.0955
250 British Columbia $0.0825
306 Saskatchewan $0.1095
403 Alberta $0.0995
416 Ontario $0.0695
418 Quebec $0.0895
506 New Brunswick $0.1075
514 Quebec $0.0695
519 Ontario $0.0695
604 British Columbia $0.0795
613 Ontario $0.0695
705 Ontario $0.0855
709 Newfoundland $0.1055
807 Ontario $0.1055
819 Quebec $0.0895
902 Nova Scotia/Prnc Edw Isl $0.0995
905 Ontario $0.0695
BILLING INCREMENTS: 30 SECOND INITIAL/6 SECOND INCREMENTS
[Initials JG]
[Initials BVF]
25
<PAGE>
Exhibit C(c)
Page 1 of 6
CARRIER DOMESTIC TERMINATION SERVICE
<TABLE>
<CAPTION>
F.O.B. F.O.B. F.O.B. F.O.B. F.O.B.
Chicago BOSTON Atlanta Dallas Billings
Cleveland NEW YORK Tampa Denver Los Angeles
Detroit PHILADELPHIA San Francisco
Milwaukee ROCHESTER Seattle
WASHINGTON
MIDWEST NORTHEAST SOUTHEAST SOUTHWEST WEST
LATA CITY STATE RPM RPM RPM RPM RPM
<S> <C> <C> <C> <C> <C> <C> <C>
120 Portland ME $0.0650 $0.0639 $0.0650 $0.0650 $0.0650
122 Nashua NH $0.0576 $0.0565 $0.0675 $0.0576 $0.0576
124 Burlington VT $0.0645 $0.0637 $0.0645 $0.0645 $0.0645
126 Springfield MA $0.0544 $0.0532 $0.0544 $0.0544 $0.0544
128 Boston MA $0.0545 $0.0525 $0.0545 $0.0545 $0.0545
130 Providence RI $0.0550 $0.0538 $0.0550 $0.0550 $0.0550
132 New York City NY $0.0440 $0.0408 $0.0441 $0.0441 $0.0441
133 Poughkeepsie NY $0.0588 $0.0566 $0.0588 $0.0588 $0.0588
134 Albany NY $0.0558 $0.0556 $0.0559 $0.0559 $0.0559
136 Syracuse NY $0.0549 $0.0546 $0.0553 $0.0553 $0.0553
138 Binghamton NY $0.0558 $0.0556 $0.0561 $0.0561 $0.0561
140 Buffalo NY $0.0549 $0.0546 $0.0553 $0.0553 $0.0553
220 Atlantic City NJ $0.0348 $0.0347 $0.0348 $0.0348 $0.0348
222 Camden NJ $0.0348 $0.0329 $0.0348 $0.0348 $0.0348
224 Newark NJ $0.0360 $0.0338 $0.0360 $0.0360 $0.0360
226 Harrisburg PA $0.0495 $0.0476 $0.0495 $0.0495 $0.0495
228 Harrisburg PA $0.0495 $0.0476 $0.0495 $0.0495 $0.0495
228 Philadelphia PA $0.0380 $0.0353 $0.0383 $0.0383 $0.0383
230 Altoona PA $0.0430 $0.0417 $0.0430 $0.0430 $0.0430
232 Scranton PA $0.0456 $0.0439 $0.0456 $0.0456 $0.0456
234 Pittsburgh PA $0.0391 $0.0402 $0.0403 $0.0403 $0.0403
236 Washington DC $0.0373 $0.0347 $0.0372 $0.0374 $0.0374
238 Baltimore MD $0.0371 $0.0354 $0.0371 $0.0371 $0.0371
240 Hagerstown MD $0.0400 $0.0397 $0.0400 $0.0400 $0.0400
242 Salisbury MD $0.0368 $0.0364 $0.0368 $0.0368 $0.0368
244 Roanoke VA $0.0414 $0.0414 $0.0414 $0.0414 $0.0414
246 Fredericksburg VA $0.0388 $0.0384 $0.0388 $0.0388 $0.0388
248 Richmond VA $0.0391 $0.0388 $0.0391 $0.0391 $0.0391
250 Lynchburg VA $0.0393 $0.0393 $0.0393 $0.0393 $0.0393
252 Norfolk VA $0.0388 $0.0385 $0.0388 $0.0388 $0.0388
254 Charleston WV $0.0396 $0.0396 $0.0396 $0.0396 $0.0396
256 Wheeling WV $0.0403 $0.0403 $0.0403 $0.0403 $0.0403
320 Cleveland OH $0.0429 $0.0447 $0.0450 $0.0450 $0.0450
322 Youngstown OH $0.0424 $0.0435 $0.0436 $0.0436 $0.0436
324 Columbus OH $0.0427 $0.0438 $0.0439 $0.0439 $0.0439
BILLING INCREMENTS: DOMESTIC & DOMESTIC OFF-SHORE = 6 SECOND INITIAL/6 SECOND INCREMENTS
CANADA = 30 SECOND INITIAL/6 SECOND INCREMENTS.
</TABLE>
[Initials JG]
[Initials BVF]
26
<PAGE>
Exhibit C(c)
Page 2 of 6
CARRIER TOLL FREE TRANSPORT SERVICE
<TABLE>
<CAPTION>
F.O.B. F.O.B. F.O.B. F.O.B. F.O.B.
Chicago BOSTON Atlanta Dallas Billings
Cleveland NEW YORK Tampa Denver Los Angeles
Detroit PHILADELPHIA San Francisco
Milwaukee ROCHESTER Seattle
WASHINGTON
MIDWEST NORTHEAST SOUTHEAST SOUTHWEST WEST
LATA CITY STATE RPM RPM RPM RPM RPM
<S> <C> <C> <C> <C> <C> <C> <C>
325 Akron OH $0.0435 $0.0447 $0.0448 $0.0448 $0.0448
326 Toledo OH $0.0444 $0.0455 $0.0456 $0.0456 $0.0456
328 Dayton OH $0.0422 $0.0431 $0.0431 $0.0431 $0.0431
330 Evansville IN $0.0430 $0.0430 $0.0430 $0.0430 $0.0430
332 South Bend IN $0.0475 $0.0488 $0.0488 $0.0488 $0.0488
334 Fort Wayne IN $0.0529 $0.0529 $0.0529 $0.0529 $0.0529
336 Indianapolis IN $0.0435 $0.0445 $0.0445 $0.0445 $0.0445
338 Vincennes IN $0.0448 $0.0448 $0.0448 $0.0448 $0.0448
340 Detroit MI $0.0411 $0.0421 $0.0421 $0.0421 $0.0421
342 Marquette MI $0.0440 $0.0440 $0.0440 $0.0440 $0.0440
344 Saginaw MI $0.0456 $0.0466 $0.0466 $0.0466 $0.0466
346 Lansing MI $0.0474 $0.0484 $0.0484 $0.0484 $0.0484
348 Grand Rapids MI $0.0436 $0.0445 $0.0445 $0.0445 $0.0445
350 Green Bay WI $0.0505 $0.0516 $0.0516 $0.0516 $0.0516
352 Eau Claire WI $0.0556 $0.0556 $0.0556 $0.0556 $0.0556
354 Madison WI $0.0503 $0.0513 $0.0514 $0.0514 $0.0514
356 Milwaukee WI $0.0423 $0.0438 $0.0440 $0.0440 $0.0440
358 Chicago IL $0.0273 $0.0293 $0.0293 $0.0293 $0.0293
360 Rockford IL $0.0350 $0.0353 $0.0353 $0.0353 $0.0353
362 Cairo/Mound Cty IL $0.0540 $0.0540 $0.0540 $0.0540 $0.0540
364 Sterling/Dekalb IL $0.0454 $0.0456 $0.0456 $0.0456 $0.0456
366 Bloomington IL $0.0555 $0.0558 $0.0558 $0.0558 $0.0558
368 Peoria IL $0.0374 $0.0376 $0.0376 $0.0376 $0.0376
370 Champ-Urbana IL $0.0341 $0.0344 $0.0344 $0.0344 $0.0344
374 Springfield IL $0.0374 $0.0374 $0.0374 $0.0374 $0.0374
376 Quincy IL $0.0453 $0.0453 $0.0453 $0.0453 $0.0453
420 Asheville NC $0.0461 $0.0461 $0.0459 $0.0461 $0.0461
422 Charlotte NC $0.0534 $0.0534 $0.0516 $0.0534 $0.0534
424 Greensboro NC $0.0570 $0.0570 $0.0557 $0.0570 $0.0570
426 Raleigh NC $0.0485 $0.0476 $0.0485 $0.0485 $0.0485
428 Wilmington NC $0.0469 $0.0469 $0.0469 $0.0469 $0.0469
430 Greenville SC $0.0435 $0.0435 $0.0428 $0.0435 $0.0435
432 Florence SC $0.0481 $0.0481 $0.0466 $0.0481 $0.0481
434 Columbia SC $0.0436 $0.0436 $0.0417 $0.0436 $0.0436
BILLING INCREMENTS: DOMESTIC & DOMESTIC OFF-SHORE = 6 SECOND INITIAL/6 SECOND INCREMENTS
CANADA = 30 SECOND INITIAL/6 SECOND INCREMENTS
[Initials JG]
[Initials BVF]
</TABLE>
27
<PAGE>
Exhibit C(c)
Page 3 of 6
CARRIER TOLL FREE TRANSPORT SERVICE
<TABLE>
<CAPTION>
F.O.B. F.O.B. F.O.B. F.O.B. F.O.B.
Chicago BOSTON Atlanta Dallas Billings
Cleveland NEW YORK Tampa Denver Los Angeles
Detroit PHILADELPHIA San Francisco
Milwaukee ROCHESTER Seattle
WASHINGTON
MIDWEST NORTHEAST SOUTHEAST SOUTHWEST WEST
LATA CITY STATE RPM RPM RPM RPM RPM
<S> <C> <C> <C> <C> <C> <C> <C>
436 Charleston SC $0.0430 $0.0430 $0.0430 $0.0430 $0.0430
438 Atlanta GA $0.0428 $0.0427 $0.0391 $0.0428 $0.0428
440 Savannah GA $0.0524 $0.0524 $0.0506 $0.0524 $0.0524
442 Augusta GA $0.0418 $0.0418 $0.0412 $0.0418 $0.0418
444 Albany GA $0.0434 $0.0434 $0.0412 $0.0434 $0.0434
446 Macon GA $0.0444 $0.0444 $0.0436 $0.0444 $0.0444
448 Pensacola FL $0.0431 $0.0431 $0.0418 $0.0431 $0.0431
450 Panama City FL $0.0459 $0.0459 $0.0459 $0.0459 $0.0459
452 Jacksonville FL $0.0484 $0.0484 $0.0476 $0.0484 $0.0484
454 Gainesville FL $0.0461 $0.0461 $0.0452 $0.0461 $0.0461
456 Daytona Beach FL $0.0409 $0.0409 $0.0400 $0.0409 $0.0409
458 Orlando FL $0.0443 $0.0443 $0.0423 $0.0443 $0.0443
460 Miami FL $0.0411 $0.0411 $0.0404 $0.0411 $0.0411
462 Louisville KY $0.0463 $0.0469 $0.0469 $0.0469 $0.0469
464 Madisonville KY $0.0453 $0.0453 $0.0436 $0.0453 $0.0453
466 Lexington KY $0.0494 $0.0500 $0.0500 $0.0500 $0.0500
468 Memphis TN $0.0454 $0.0454 $0.0443 $0.0454 $0.0454
470 Nashville TN $0.0465 $0.0465 $0.0447 $0.0465 $0.0465
472 Chattanooga TN $0.0480 $0.0480 $0.0473 $0.0480 $0.0480
474 Knoxville TN $0.0489 $0.0489 $0.0467 $0.0489 $0.0489
476 Birmingham AL $0.0435 $0.0435 $0.0412 $0.0435 $0.0435
477 Huntsville AL $0.0431 $0.0431 $0.0426 $0.0431 $0.0431
478 Montgomery AL $0.0475 $0.0475 $0.0453 $0.0475 $0.0475
480 Mobile AL $0.0534 $0.0534 $0.0521 $0.0534 $0.0534
482 Jackson MS $0.0473 $0.0473 $0.0462 $0.0473 $0.0473
484 Gulfport MS $0.0451 $0.0451 $0.0451 $0.0451 $0.0451
486 Shreveport LA $0.0444 $0.0444 $0.0444 $0.0420 $0.0444
488 Lake Charles LA $0.0455 $0.0455 $0.0455 $0.0455 $0.0455
490 New Orleans LA $0.0439 $0.0439 $0.0439 $0.0434 $0.0439
492 Baton Rouge LA $0.0451 $0.0451 $0.0451 $0.0442 $0.0451
520 St. Louis MO $0.0344 $0.0349 $0.0349 $0.0349 $0.0349
521 Jefferson City MO $0.0590 $0.0591 $0.0591 $0.0591 $0.0591
522 Springfield MO $0.0413 $0.0414 $0.0414 $0.0414 $0.0414
524 Kansas City MO $0.0342 $0.0349 $0.0349 $0.0349 $0.0349
BILLING INCREMENTS: DOMESTIC & DOMESTIC OFF-SHORE = 6 SECOND INITIAL/6 SECOND INCREMENTS
CANADA = 30 SECOND INITIAL/6 SECOND INCREMENTS
</TABLE>
[Initials JG]
[Initials BVF]
28
<PAGE>
Exhibit C(c)
Page 4 of 6
CARRIER TOLL FREE TRANSPORT SERVICE
<TABLE>
<CAPTION>
F.O.B. F.O.B. F.O.B. F.O.B. F.O.B.
Chicago BOSTON Atlanta Dallas Billings
Cleveland NEW YORK Tampa Denver Los Angeles
Detroit PHILADELPHIA San Francisco
Milwaukee ROCHESTER Seattle
WASHINGTON
MIDWEST NORTHEAST SOUTHEAST SOUTHWEST WEST
LATA CITY STATE RPM RPM RPM RPM RPM
<S> <C> <C> <C> <C> <C> <C> <C>
526 Fort Smith AR $0.0383 $0.0383 $0.0383 $0.0383 $0.0383
528 Little Rock AR $0.0568 $0.0568 $0.0568 $0.0568 $0.0568
530 Pine Bluff AR $0.0404 $0.0404 $0.0404 $0.0404 $0.0404
532 Wichita KS $0.0365 $0.0365 $0.0365 $0.0365 $0.0365
534 Topeka KS $0.0374 $0.0379 $0.0379 $0.0379 $0.0379
536 Oklahoma City OK $0.0374 $0.0374 $0.0374 $0.0354 $0.0374
538 Tulsa OK $0.0429 $0.0429 $0.0429 $0.0411 $0.0429
540 El Paso TX $0.0313 $0.0313 $0.0313 $0.0313 $0.0313
542 Midland TX $0.0358 $0.0358 $0.0358 $0.0358 $0.0358
544 Lubbock TX $0.0345 $0.0345 $0.0345 $0.0345 $0.0345
546 Amarillo TX $0.0383 $0.0383 $0.0383 $0.0383 $0.0383
548 Wichita Falls TX $0.0325 $0.0325 $0.0325 $0.0318 $0.0325
550 Abilene TX $0.0325 $0.0325 $0.0325 $0.0324 $0.0325
552 Dallas TX $0.0374 $0.0374 $0.0374 $0.0340 $0.0374
554 Longview TX $0.0423 $0.0423 $0.0423 $0.0415 $0.0423
556 Waco TX $0.0436 $0.0436 $0.0436 $0.0429 $0.0436
558 Austin TX $0.0331 $0.0331 $0.0331 $0.0331 $0.0331
560 Houston TX $0.0383 $0.0383 $0.0383 $0.0365 $0.0383
562 Beaumont TX $0.0329 $0.0329 $0.0329 $0.0329 $0.0329
564 Corpus Christi TX $0.0346 $0.0346 $0.0346 $0.0346 $0.0346
566 San Antonio TX $0.0341 $0.0341 $0.0341 $0.0341 $0.0341
568 Harlingen TX $0.0333 $0.0333 $0.0333 $0.0333 $0.0333
570 Bryan TX $0.0481 $0.0481 $0.0481 $0.0477 $0.0481
620 Rochester MN $0.0446 $0.0453 $0.0453 $0.0453 $0.0453
626 St. Cloud MN $0.0430 $0.0433 $0.0433 $0.0433 $0.0433
628 Minneapolis MN $0.0348 $0.0353 $0.0353 $0.0353 $0.0353
630 Sioux City IA $0.0570 $0.0570 $0.0570 $0.0570 $0.0570
632 Des Moines IA $0.0568 $0.0572 $0.0572 $0.0572 $0.0572
634 Davenport IA $0.0510 $0.0513 $0.0513 $0.0513 $0.0513
635 Cedar Rapids IA $0.0572 $0.0575 $0.0575 $0.0575 $0.0575
636 Fargo ND $0.0420 $0.0420 $0.0420 $0.0420 $0.0420
638 Bismarck ND $0.0694 $0.0694 $0.0694 $0.0694 $0.0694
640 Sioux Falls SD $0.0422 $0.0423 $0.0423 $0.0423 $0.0423
BILLING INCREMENTS: DOMESTIC & DOMESTIC OFF-SHORE = 6 SECOND INITIAL/6 SECOND INCREMENTS
CANADA = 30 SECOND INITIAL/6 SECOND INCREMENTS
</TABLE>
[Initials JG]
[Initials BVF]
29
<PAGE>
Exhibit C(c)
Page 5 of 6
CARRIER TOLL FREE TRANSPORT SERVICE
<TABLE>
<CAPTION>
F.O.B. F.O.B. F.O.B. F.O.B. F.O.B.
Chicago BOSTON Atlanta Dallas Billings
Cleveland NEW YORK Tampa Denver Los Angeles
Detroit PHILADELPHIA San Francisco
Milwaukee ROCHESTER Seattle
WASHINGTON
MIDWEST NORTHEAST SOUTHEAST SOUTHWEST WEST
LATA CITY STATE RPM RPM RPM RPM RPM
<S> <C> <C> <C> <C> <C> <C> <C>
644 Omaha NE $0.0405 $0.0409 $0.0409 $0.0409 $0.0409
646 Grand Island NE $0.0496 $0.0496 $0.0496 $0.0496 $0.0496
648 Helena MT $0.0426 $0.0426 $0.0426 $0.0426 $0.0426
650 Billings MT $0.0396 $0.0396 $0.0396 $0.0349 $0.0394
652 Boise ID $0.0410 $0.0410 $0.0410 $0.0410 $0.0410
654 Cheyenne WY $0.0399 $0.0399 $0.0399 $0.0399 $0.0399
656 Denver CO $0.0356 $0.0356 $0.0356 $0.0343 $0.0356
658 Colorado Spgs CO $0.0369 $0.0369 $0.0369 $0.0366 $0.0369
670 Eugene OR $0.0399 $0.0399 $0.0399 $0.0399 $0.0399
672 Portland OR $0.0416 $0.0416 $0.0416 $0.0416 $0.0409
674 Seattle WA $0.0424 $0.0424 $0.0424 $0.0424 $0.0412
676 Spokane WA $0.0409 $0.0409 $0.0409 $0.0409 $0.0409
720 Reno NV $0.0455 $0.0455 $0.0455 $0.0455 $0.0447
721 Las Vegas NV $0.0303 $0.0303 $0.0303 $0.0303 $0.0303
722 San Francisco CA $0.0270 $0.0270 $0.0270 $0.0270 $0.0270
724 Redding/Chico CA $0.0375 $0.0375 $0.0375 $0.0375 $0.0375
726 Sacramento CA $0.0306 $0.0306 $0.0306 $0.0306 $0.0294
728 Fresno CA $0.0301 $0.0301 $0.0301 $0.0301 $0.0293
730 Los Angeles CA $0.0306 $0.0306 $0.0306 $0.0306 $0.0282
732 San Diego CA $0.0260 $0.0260 $0.0260 $0.0260 $0.0260
734 Bakersfield CA $0.0270 $0.0270 $0.0270 $0.0270 $0.0255
736 Monterey/Salin. CA $0.0260 $0.0260 $0.0260 $0.0260 $0.0260
738 Stockton CA $0.0284 $0.0284 $0.0284 $0.0284 $0.0272
740 S. Luis Obispo CA $0.0373 $0.0373 $0.0373 $0.0373 $0.0360
920 Hartford CT $0.0436 $0.0436 $0.0436 $0.0436 $0.0436
921 Fishers Island NY $0.0971 $0.0968 $0.0971 $0.0971 $0.0971
922 Cincinnati OH $0.0443 $0.0450 $0.0450 $0.0450 $0.0450
923 Lima OH $0.0539 $0.0541 $0.0541 $0.0541 $0.0541
924 Erie PA $0.0477 $0.0489 $0.0490 $0.0490 $0.0490
BILLING INCREMENTS: DOMESTIC & DOMESTIC OFF-SHORE = 6 SECOND INITIAL/6 SECOND INCREMENTS
CANADA - 30 SECOND INITIAL/6 SECOND INCREMENTS
</TABLE>
[Initials JG]
[Initials BVF]
30
<PAGE>
Exhibit C(c)
Page 6 of 6
CARRIER TOLL FREE TRANSPORT SERVICE
<TABLE>
<CAPTION>
F.O.B. F.O.B. F.O.B. F.O.B. F.O.B.
Chicago BOSTON Atlanta Dallas Billings
Cleveland NEW YORK Tampa Denver Los Angeles
Detroit PHILADELPHIA San Francisco
Milwaukee ROCHESTER Seattle
WASHINGTON
MIDWEST NORTHEAST SOUTHEAST SOUTHWEST WEST
LATA CITY STATE RPM RPM RPM RPM RPM
<S> <C> <C> <C> <C> <C> <C> <C>
927 Harrisonburg VA $0.0439 $0.0439 $0.0439 $0.0439 $0.0439
928 Charlottsvl VA $0.0416 $0.0400 $0.0416 $0.0416 $0.0416
929 Edinburg VA $0.0618 $0.0618 $0.0618 $0.0618 $0.0618
930 Eppes Fork NC $0.0971 $0.0971 $0.0971 $0.0971 $0.0971
923 Bluefield WV $0.0605 $0.0605 $0.0604 $0.0605 $0.0605
937 Richmond IN $0.0526 $0.0526 $0.0526 $0.0526 $0.0526
938 Terre Haute IN $0.0533 $0.0533 $0.0533 $0.0563 $0.0533
939 Fort Myers FL $0.0451 $0.0451 $0.0441 $0.0451 $0.0451
949 Fayetteville NC $0.0453 $0.0453 $0.0453 $0.0453 $0.0453
951 Rocky Mount NC $0.0428 $0.0428 $0.0428 $0.0428 $0.0428
952 Tampa FL $0.0406 $0.0406 $0.0385 $0.0406 $0.0406
953 Tallahassee FL $0.0463 $0.0463 $0.0463 $0.0463 $0.0463
955 Nathan AL $0.0971 $0.0971 $0.0971 $0.0971 $0.0971
956 Kingsport TN $0.0421 $0.0421 $0.0421 $0.0421 $0.0421
958 Lincoln NE $0.0472 $0.0476 $0.0476 $0.0476 $0.0476
960 Coeur D'Alene ID $0.0743 $0.0743 $0.0743 $0.0743 $0.0743
961 San Angelo TX $0.0490 $0.0490 $0.0490 $0.0490 $0.0490
963 Lalispell MT $0.0971 $0.0971 $0.0971 $0.0971 $0.0971
973 Palm Springs CA $0.0408 $0.0408 $0.0408 $0.0408 $0.0403
974 Rochester NY $0.0419 $0.0409 $0.0426 $0.0426 $0.0426
976 Matoon IL $0.0568 $0.0568 $0.0568 $0.0568 $0.0568
977 Galesburg IL $0.0497 $0.0499 $0.0499 $0.0499 $0.0499
978 Olney IL $0.0539 $0.0539 $0.0539 $0.0539 $0.0539
980 Tsaile AZ $0.0971 $0.0971 $0.0971 $0.0971 $0.0971
981 Monument Valley UT $0.0971 $0.0971 $0.0971 $0.0971 $0.0971
OFF-SHORE Alaska Origination $0.1945
Hawaii Origination $0.1195
PR/USVI Origination $0.1395
CANADA Origination $0.1995
NOTE: [1] Frontier bills the Carrier for all calls completed to their switch, regardless if the call is completed to the called
party.
BILLING INCREMENTS: DOMESTIC & DOMESTIC OFF-SHORE = 6 SECOND INITIAL/6 SECOND INCREMENTS
CANADA = 30 SECOND INITIAL/6 SECOND INCREMENTS
</TABLE>
[Initials JG]
[Initials BVF]
31
<PAGE>
Exhibit D
Page 1 of 5
NETWORK INTERCONNECTION SCHEDULE
FRONTIER POINTS OF PRESENCE
<TABLE>
<CAPTION>
POP SWC GATEWAY NOS
LATA ST CITY NPA SWITCH CARRIER SRV DEDICATED*
NXX
<S> <C> <C> <C> <C> <C> <C>
476 AL Birmingham 205-251 Atlanta $100 $195
478 AL Montgomery 205-269 Atlanta $100 $195
480 AL Mobile 205-433 Atlanta $200 $295
528 AR Little Rock 501-320 Dallas $350 $445
530 AR Pinebluff 501-534 Dallas $350 $445
666 AZ Phoenix 602-279 Los Angeles $400 $495
668 AZ Tucson 602-792 Los Angeles $550 $645
722 CA SAN FRANCISCO 415-227 San Francisco $0 $95
722 CA Oakland 510-839 San Francisco $0 $95
722 CA San Jose 408-971 San Francisco $0 $95
726 CA Sacramento 916-442 San Francisco $0 $95
728 CA Fresno 209-237 San Francisco $100 $195
730 CA LOS ANGELES 213-629 Los Angeles $0 $95
730 CA Ontario 909-462 Los Angeles $0 $95
730 CA Compton 310-604 Los Angeles $0 $95
730 CA El Segundo 310-414 Los Angeles $0 $95
730 CA Garden Grove 714-740 Los Angeles $0 $95
730 CA Santa Barbara 714-540 Los Angeles $0 $95
730 CA Sherman Oaks 818-788 Los Angeles $0 $95
730 CA West LA 310-270 Los Angeles $0 $95
730 CA Anaheim 714-491 Los Angeles $100 $195
732 CA San Diego 619-560 Los Angeles $0 $95
734 CA Bakersfield 805-327 Los Angeles $0 $95
736 CA Salinas 408-422 San Francisco $0 $95
738 CA Stockton 209-461 San Francisco $0 $95
740 CA San L. Obispo 805-438 Los Angeles $0 $95
973 CA Palm Springs 619-320 Los Angeles $0 $95
656 CO DENVER 303-860 Denver $0 $95
920 CT Stamford 203-358 New York $50 $145
236 DC D.C. 202-429 D.C. $0 $95
448 FL Pensacola 904-310 Atlanta $350 $445
452 FL Jacksonville 904-355 Tampa $150 $245
454 FL Gainsville 904-377 Tampa $50 $145
456 FL Daytona Beach 904-258 Tampa $50 $145
458 FL Orlando 407-849 Tampa $50 $145
460 FL Miami 305-530 Tampa $150 $245
460 FL W Palm B 407-355 Tampa $150 $245
460 FL Ft Lauderdale 305-316 Tampa $150 $245
*NOS DEDICATED RATES INCLUDE APPLICABLE BACK-HAUL AND NETWORK INTERCONNECTION CHARGES.
</TABLE>
[Initials JG]
[Initials BVF]
32
<PAGE>
Exhibit D
Page 2 of 5
NETWORK INTERCONNECTION SCHEDULE
FRONTIER POINTS OF PRESENCE
<TABLE>
<CAPTION>
POP SWC GATEWAY NOS
LATA ST CITY NPA SWITCH CARRIER SRV DEDICATED*
NXX
<S> <C> <C> <C> <C> <C> <C>
939 FL Ft Myer 813-275 Tampa $100 $195
952 FL TAMPA 813-273 Tampa $0 $95
438 GA ATLANTA 404-525 Atlanta $0 $95
440 GA Savannah 912-234 Atlanta $200 $295
444 GA Albany 912-439 Atlanta $100 $195
632 IA Des Moines 515-235 Kansas City $100 $195
634 IA Davenport 319-322 Kansas City $250 $345
635 IA Cedar Rapids 319-294 Kansas City $200 $295
652 ID Boise 208-336 Seattle $450 $545
358 IL CHICAGO 312-782 Chicago $0 $95
360 IL Rockford 815-962 Chicago $0 $95
366 IL Bloomington 309-828 Chicago $0 $95
368 IL Peoria 309-676 Chicago $50 $145
370 IL Champaign 217-351 Chicago $0 $95
332 IN South Bend 219-234 Chicago $0 $95
334 IN Fort Wayne 219-482 Chicago $50 $145
336 IN Indianapolis 317-637 Chicago $100 $195
338 IN Bloomington 812-332 Chicago $150 $245
532 KS Wichita 316-261 Kansas City $150 $245
534 KS Topeka 913-224 Kansas City $0 $95
462 KY Louisville 502-561 Cleveland $450 $545
464 KY Bowling Green 502-529 Atlanta $250 $345
466 KY Lexington 606-252 Cleveland $400 $495
486 LA Shreveport 318-425 Dallas $250 $345
488 LA Lafayette 318-231 Dallas $250 $345
490 LA New Orleans 504-528 Dallas $600 $695
126 MA Springfield 413-737 Boston $0 $95
128 MA BOSTON 617-423 Boston $0 $95
238 MD Baltimore 410-752 D.C. $50 $145
240 MD Frederick 301-662 D.C. $100 $195
242 MD Salisbury 816-388 D.C. $150 $245
120 ME Portland 207-552 Boston $0 $95
340 MI DETROIT-S'FIELD 810-799 Detroit $0 $95
340 MI Annabor 313-761 Detroit $0 $95
340 MI Detroit 313-259 Detroit $0 $95
340 MI Flint 810-232 Detroit $0 $95
340 MI Pontiac 810-332 Detroit $0 $95
340 MI Troy 810-362 Detroit $0 $95
*NOS DEDICATED RATES INCLUDE APPLICABLE BACK-HAUL AND NETWORK INTERCONNECTION CHARGES.
</TABLE>
[Initials JG]
[Initials BVF]
33
<PAGE>
Exhibit D
Page 3 of 5
NETWORK INTERCONNECTION SCHEDULE
FRONTIER POINTS OF PRESENCE
<TABLE>
<CAPTION>
POP SWC GATEWAY NOS
LATA ST CITY NPA SWITCH CARRIER SRV DEDICATED*
NXX
<S> <C> <C> <C> <C> <C> <C>
344 MI Bay City 517-667 Detroit $0 $95
344 MI Saginaw 517-771 Detroit $0 $95
344 MI Midland 517-839 Detroit $0 $95
346 MI Lansing 517-482 Detroit $0 $95
346 MI Jackson 517-787 Detroit $0 $95
348 MI Battle Creek 616-962 Detroit $0 $95
348 MI Kalamazoo 616-342 Detroit $50 $95
348 MI Grand Rapids 616-235 Detroit $100 $195
620 MN Rochester 507-289 Milwaukee $200 $295
624 MN Duluth 218-722 Milwaukee $350 $445
626 MN St Cloud 612-251 Milwaukee $400 $495
628 MN Minneapolis 612-330 Milwaukee $300 $395
520 MO St. Louis 341-231 Kansas City $250 $345
524 MO KANSAS CITY 816-221 Kansas City $0 $95
482 MS Jackson 601-259 Atlanta $450 $545
648 MT Helena 406-442 Billings $150 $245
648 MT Missoula 406-542 Billings $0 $95
650 MT BILLINGS 406-252 Billings $0 $95
422 NC Charlotte 704-333 Atlanta $250 $345
424 NC Greesboro 919-274 D.C. $400 $495
426 NC Raleigh 919-876 D.C. $350 $445
949 NC Fayetteville 910-485 D.C. $400 $495
951 NC Rocky Mount 910-442 D.C. $300 $395
636 ND Fargo 701-232 Milwaukee $650 $745
638 ND Bismarck 701-221 Billings $500 $595
644 NE Omaha 402-331 Kansas City $50 $145
958 NE Lincoln 402-475 Kansas City $0 $95
122 NH Manchester 603-641 Boston $0 $95
222 NJ Camden 609-338 Philadelphia $0 $95
224 NJ Newark 201-624 New York $0 $95
720 NV Reno 702-321 San Francisco $100 $195
721 NV Las Vegas 702-223 Los Angeles $150 $245
132 NY NEW YORK 212-766 New York $0 $95
133 NY Poughkeepsie 914-452 New York $0 $95
134 NY Albany 518-436 Rochester $250 $345
136 NY Syracuse 315-475 Rochester $0 $95
138 NY Binghamton 607-722 Rochester $100 $195
140 NY Buffalo 716-881 Rochester $0 $95
*NOS DEDICATED RATES INCLUDE APPLICABLE BACK-HAUL AND NETWORK INTERCONNECTION CHARGES.
</TABLE>
[Initials JG]
[Initials BVF]
34
<PAGE>
Exhibit D
Page 4 of 5
NETWORK INTERCONNECTION SCHEDULE
FRONTIER POINTS OF PRESENCE
<TABLE>
<CAPTION>
POP SWC GATEWAY NOS
LATA ST CITY NPA SWITCH CARRIER SRV DEDICATED*
NXX
<S> <C> <C> <C> <C> <C> <C>
974 NY ROCHESTER 716-777 ROCHESTER $0 $95
320 OH CLEVELAND 216-696 Cleveland $0 $95
322 OH Youngstown 216-747 Cleveland $0 $95
324 OH Columbus 614-469 Cleveland $100 $195
325 OH Akron 216-535 Cleveland $0 $95
326 OH Toledo 419-242 Cleveland $50 $145
328 OH Dayton 513-461 Cleveland $200 $295
922 OH Cincinnati 513-421 Cleveland $250 $345
923 OH Mansfield 419-526 Cleveland $0 $95
536 OK Oklahoma City 405-239 Dallas $150 $245
538 OK Tulsa 918-587 Dallas $250 $345
670 OR Eugene 503-484 Seattle $200 $295
672 OR Portland 503-228 Seattle $0 $95
672 OR Stafford 503-682 Seattle $50 $145
226 PA Harisburg 717-221 Philadelphia $0 $95
228 PA PHILADELPHIA 215-496 Philadelphia $0 $95
230 PA Altoona 814-941 Philadelphia $150 $245
232 PA Scranton 717-330 Philadelphia $0 $95
234 PA Pittsburgh 412-391 Cleveland $100 $195
924 PA Erie 814-454 Cleveland $0 $95
130 RI Providence 401-831 Boston $50 $145
430 SC Greenville 803-233 Atlanta $50 $145
432 SC Florence 803-665 Atlanta $300 $395
434 SC Columbia 803-733 Atlanta $150 $245
640 SD Sioux Falls 605-331 Milwaukee $550 $645
468 TN Memphis 901-522 Atlanta $400 $495
470 TN Nashville 901-320 Atlanta $200 $295
474 TN Knoxville 615-594 Atlanta $100 $195
552 TX DALLAS 214-754 Dallas $0 $95
552 TX Ft. Worth 817-332 Dallas $0 $95
558 TX Austin 512-389 Dallas $150 $245
560 TX Houston 713-224 Dallas $200 $295
566 TX San Antonio 210-225 Dallas $250 $345
660 UT Salt Lake City 801-521 Denver $450 $545
244 VA Roanoke 703-342 D.C. $300 $395
246 VA Fredricksburg 703-371 D.C. $100 $195
248 VA Richmond 804-233 D.C. $150 $245
*NOS DEDICATED RATES INCLUDE APPLICABLE BACK-HAUL AND NETWORK INTERCONNECTION CHARGES.
</TABLE>
[Initials JG]
[Initials BVF]
35
<PAGE>
Exhibit D
Page 5 of 5
NETWORK INTERCONNECTION SCHEDULE
<TABLE>
<CAPTION>
POP SWC GATEWAY NOS
LATA ST CITY NPA SWITCH CARRIER SRV DEDICATED*
NXX
<S> <C> <C> <C> <C> <C> <C>
252 MA Norfolk 804-622 D.C. $250 $345
124 VT Burlington 802-880 Boston $150 $245
674 WA SEATTLE 206-443 Seattle $0 $95
674 WA Bothell 206-402 Seattle $0 $95
674 WA Redman 206-867 Seattle $0 $95
676 WA Yakama 509-453 Seattle $0 $95
676 WA Spokane 509-747 Seattle $150 $245
350 WI Appleton 414-730 Milwaukee $0 $95
350 WI Green Bay 414-494 Milwaukee $50 $145
352 WI Eau Claire 715-834 Milwaukee $200 $295
354 WI Madison 608-257 Milwaukee $0 $95
354 WI La Crosse 508-782 Milwaukee $150 $245
356 WI MILWAUKEE 414-272 Milwaukee $0 $95
254 WV Charleston 304-340 Cleveland $300 $395
256 WV Morgantown 304-292 Cleveland $200 $295
654 WY Casper 307-234 Billings $200 $295
*NOS DEDICATED RATES INCLUDE APPLICABLE BACK-HAUL AND NETWORK INTERCONNECTION CHARGES.
</TABLE>
36
<PAGE>
ISSUE 2. ASSOCIATE ACCOUNTS
MEMORANDUM #2
DATE: April 12, 1999
TO: John Hammer, eGlobe, Inc.
Harold Solomon, TeleKey, Inc.
Cc: Jeff Gee, Hsin Yen, Dennis Lunbery, Graham Milne, Jose Wladdimiro
FROM: Marvin Ward /s/
SUBJECT: Frontier Agreement and Associate Accounts
- --------------------------------------------------------------------------------
This Memorandum Supersedes Memorandum dated April 6, 1999, Subject: Frontier
Agreement and Associate Accounts, and all Sub Account Range previously issued or
referenced.
The new Frontier Association ID's is now available and these are the correct
accounts identified by Company/Account. Use only the information below for all
orders.
1. CONCURRENCE MEMORANDUM ASSIGNMENT OF ACCOUNT NUMBERS AS FOLLOWS:
NOTE: A. The account # is used for billing purposes.
B. The sub account range is used for placing dedicated orders,
adding 800#'s etc.
IDX/MAIN
--------
Association ID: IDX2
Account # 0203270034
Sub account range: 0899311500-0899311599
IDX/ABT
-------
Association ID: IDB2
Account # 0203697193
Sub account range: 0899555300-0899555399
IDX/Telekey
Association ID: IDK2
Account # 0203697195
Sub account range: 0899555400-0899555499
IDX/eglobe
Association ID: IDG2
Account # 0203697189
Sub account range: 0899555200-0899555299
1
<PAGE>
[Frontier Communications logo]
AMENDMENT #3 TO CARRIER SERVICE AGREEMENT
IDX International, Inc.
March 11, 1999
This is Amendment #3 to the Carrier Service Agreement between Frontier
Communications of the West, Inc. ("Frontier") and IDX International, Inc. ("IDX"
or "Purchaser"), dated June 30, 1998, as amended (the "Agreement").
1. Except as otherwise stated, capitalized terms used herein have the same
meaning as set forth in the Agreement.
2. IDX's Initial Term, as identified in Item 2.(a), under the Agreement,
shall be extended one year.
3. IDX's Carrier Domestic Termination Service and Carrier Toll Free
Transport Service, as provided under the Agreement, shall be converted
to Frontier's Access Direct Service's as provided in Amended Exhibits
C, C(a), and C(c).
4. Frontier has included their current Access Direct OCN Table as provided
in Exhibit E.
5. IDX's pass-through monthly recurring charge (MRC) per active Frontier
RespOrg 800 number, as identified in Exhibit B under the Agreement,
shall be reduced from $0.70 to $0.37.
6. The above revised rates are attached hereto and made a part hereof and
will be effective on a go forward basis with IDX's first Billing Cycle
upon the later of: (i) execution of this Amendment #3 by Frontier, or
(ii) the date in which IDX's account is no longer in delinquent status.
7. IDX's Governing Law, as identified in Item 16 under the Agreement,
shall be modified to read as follows:
"Governing Law: Frontier currently maintains regional service and
operations centers to support customer accounts in New York, California
and Michigan. This Agreement will be construed and enforced in
accordance with the law of the state where IDX's account is supported,
as designated by Frontier in this Agreement or as designed in Exhibits
or amendments to this Agreement, without regard to that state's choice
of law principles. The Parties agree that any action related to this
Agreement shall be brought and maintained only: (i) in the Superior
court of the State of California for the County of Santa Barbara, if
the designated customer support center is located in California; (ii)
in a Federal or State court of competent jurisdiction located in Monroe
County, New York, if the designated customer support center is locate
din New York; or (iii) in the Federal District Court for the Eastern
District of Michigan or a State court of competent jurisdiction located
in Oakland County, Michigan, if the designated customer support center
is located in Michigan. The Parties each consent to the jurisdiction
and venue of such courts and waive any right to object to such
jurisdiction and venue."
8. IDX's account is currently supported by Frontier's regional service and
operation center located in New York.
9. The balance of the Agreement and any executed amendments or addenda
thereto not modified by this Amendment #3 shall remain in full force
and effect.
10. Excluding any rate changes, this Amendment #3 is effective as of the
date signed by Frontier below.
<TABLE>
<S> <C>
FRONTIER COMMUNICATIONS OF THE WEST, INC. IDX INTERNATIONAL, INC.
By: /s/ By: /s/
------------------------------------------- -----------------------------------
Brian V. Fitzpatrick, Senior Vice President Jeff Gee, Executive Vice President
Frontier Carrier Services Group
Date: 3/18/99 Date: March 12, 1999
------------------------------------------- -----------------------------------
</TABLE>
2
<PAGE>
FRONTIER ACCESS DIRECT[TM]
DEDICATED CARRIER TERMINATION SCHEDULE
Unless otherwise stated in a pricing schedule, domestic calls are billed in six
second increments and international calls in six second increments after a 30
second minimum (Mexico calls are billed in one minute increments).
1. For domestic and international traffic originating from IDX's switch,
IDX shall pay the applicable rates set out in the attached pricing
schedules.
2. Each DS-1 circuit interconnecting IDX to one of the Frontier POPs set
out in the attached Network Interconnections Schedule has a monthly
minimum usage requirement of 100,000 minutes. Frontier may add or
delete a POP at any time upon written notice. If a circuit experiences
a minimum shortfall over two consecutive Billing Cycles, Frontier may
provide IDX with written notice of such fact and of Frontier's intent
to disconnect the under-minimum circuit if the minimum is not attained
by the Billing Cycle commencing after the date the notice is received.
IDX shall reimburse Frontier for any termination fees or charge paid by
Frontier to the circuit provider for early disconnection of such
circuit.
3. Unless otherwise agreed by Frontier in writing, IDX shall be
responsible, at its sole expense, for all ordering of, and charges for,
dedicated facilities and equipment required to maintain access,
interconnection and interface with Frontier's equipment and network.
3
<PAGE>
FRONTIER ACCESS DIRECT
CARRIER DOMESTIC TERMINATION SERVICE
INTERSTATE
<TABLE>
<CAPTION>
LATA CITY STATE TIER A TIER B TIER C
- ---- ---- ----- ------ ------ ------
<S> <C> <C> <C> <C> <C>
120 Portland ME $0.0321 $0.1164 $0.0564
122 Nashua NH $0.0280 $0.1032 $0.0523
124 Burlington VT $0.0413 $0.1267 $0.0666
126 Springfield MA $0.0273 $0.1000 $0.0508
128 Boston MA $0.0273 $0.1000 $0.0508
130 Providence RI $0.0251 $0.1000 $0.0489
132 New York City NY $0.0281 $0.1000 $0.0506
133 Poughkeepsie NY $0.0269 $0.0893 $0.0559
134 Albany NY $0.0269 $0.0893 $0.0563
136 Syracuse NY $0.0269 $0.0893 $0.0373
138 Binghamton NY $0.0269 $0.0753 $0.0547
140 Buffalo NY $0.0269 $0.0893 $0.0356
220 Atlantic City NJ $0.0183 $0.1000 $0.1000
222 Camden NJ $0.0183 $0.1000 $0.0458
224 Newark NJ $0.0183 $0.1000 $0.0458
226 Harrisburg PA $0.0187 $0.0307 $0.0485
228 Philadelphia PA $0.0182 $0.0522 $0.0449
230 Altoona PA $0.0187 $0.0337 $0.0476
232 Scranton PA $0.0187 $0.0462 $0.0458
234 Pittsburgh PA $0.0187 $0.0272 $0.0455
236 Washington DC $0.0174 $0.0543 $0.0454
128 Baltimore MD $0.0173 $0.1000 $0.0440
240 Hagerstown MD $0.0194 $0.1000 $0.0469
242 Salisbury MD $0.0173 $0.1000 $0.1000
244 Roanoke VA $0.0185 $0.0279 $0.0470
246 Fredericksburg VA $0.0185 $0.0438 $0.1000
248 Richmond VA $0.0185 $0.0501 $0.0483
250 Lynchburg VA $0.0185 $0.0321 $0.0480
252 Norfolk VA $0.0185 $0.0554 $0.0483
254 Charleston WV $0.0262 $0.1158 $0.0526
256 Wheeling WV $0.0262 $0.1000 $0.0525
320 Cleveland OH $0.0198 $0.0406 $0.0464
322 Youngstown OH $0.0198 $0.0392 $0.1000
324 Columbus OH $0.0198 $0.0336 $0.0477
325 Akron OH $0.0198 $0.0327 $0.0484
326 Toledo OH $0.0198 $0.0342 $0.0503
328 Dayton OH $0.0198 $0.0341 $0.0488
330 Evansville IN $0.0223 $0.0528 $0.0507
332 South Bend IN $0.0223 $0.0425 $0.0557
334 Fort Wayne IN $0.0223 $0.0434 $0.0582
336 Indianapolis IN $0.0223 $0.0429 $0.0490
</TABLE>
TIER A=RBOC TIER B=CITC TIER C=NECA
BILLING INCREMENTS: 6 SECOND INITIAL/6 SECOND INCREMENTS
4
<PAGE>
FRONTIER ACCESS DIRECT
CARRIER DOMESTIC TERMINATION SERVICE
INTERSTATE
<TABLE>
<CAPTION>
LATA CITY STATE TIER A TIER B TIER C
- ---- ---- ----- ------ ------ ------
<S> <C> <C> <C> <C> <C>
466 Lexington KY $0.0310 $0.0530 $0.0657
468 Memphis TN $0.0278 $0.1000 $0.0533
470 Nashville TN $0.0258 $0.0325 $0.0535
472 Chattanooga TN $0.0250 $0.1000 $0.0549
474 Knoxville TN $0.0258 $0.1000 $0.0534
476 Birmingham AL $0.0206 $0.0370 $0.0489
477 Huntsville AL $0.0206 $0.0428 $0.0487
478 Montgomery AL $0.0206 $0.0437 $0.0519
480 Mobile AL $0.0206 $0.0368 $0.0482
482 Jackson MS $0.0254 $0.1000 $0.0528
484 Gulfport MS $0.0254 $0.1000 $0.1000
486 Shreveport LA $0.0202 $0.1000 $0.0480
488 Lake Charles LA $0.0202 $0.1000 $0.0480
490 New Orleans LA $0.0202 $0.1000 $0.0480
492 Baton Rouge LA $0.0366 $0.1000 $0.0642
520 St. Louis MO $0.0230 $0.0426 $0.0496
521 Jefferson City MO $0.0237 $0.0518 $0.0634
522 Springfield MO $0.0237 $0.0396 $0.0528
524 Kansas City MO $0.0243 $0.0493 $0.0507
526 Fort Smith AR $0.0231 $0.0461 $0.0493
528 Little Rock AR $0.0216 $0.0449 $0.0495
530 Pine Bluff AR $0.0232 $0.0461 $0.0485
532 Wichita KS $0.0253 $0.0544 $0.0517
534 Topeka KS $0.0252 $0.0544 $0.0538
536 Oklahoma City OK $0.0228 $0.0364 $0.0454
538 Tulsa OK $0.0228 $0.0340 $0.0498
540 El Paso TX $0.0205 $0.0587 $0.0463
542 Midland TX $0.0205 $0.0587 $0.0475
544 Lubbock TX $0.0205 $0.0309 $0.0469
546 Amarillo TX $0.0207 $0.0401 $0.0487
548 Wichita Falls TX $0.0205 $0.1000 $0.0461
550 Abilene TX $0.0205 $0.0587 $0.0474
552 Dallas TX $0.0205 $0.0423 $0.0468
554 Longview TX $0.0205 $0.0340 $0.0491
556 Waco TX $0.0205 $0.0556 $0.0472
558 Austin TX $0.0205 $0.0358 $0.0465
560 Houston TX $0.0205 $0.0444 $0.0464
562 Beaumont TX $0.0205 $0.0587 $0.0470
564 Corpus Christi TX $0.0205 $0.0295 $0.0470
566 San Antonio TX $0.0205 $0.0587 $0.0462
568 Haringen TX $0.0205 $0.1000 $0.0461
570 Bryan TX $0.0205 $0.0295 $0.0512
</TABLE>
BILLING INCREMENTS: 6 SECOND INITIAL/6 SECOND INCREMENTS
5
<PAGE>
FRONTIER ACCESS DIRECT
CARRIER DOMESTIC TERMINATION SERVICE
INTERSTATE
<TABLE>
<CAPTION>
LATA CITY STATE TIER A TIER B TIER C
- ---- ---- ----- ------ ------ ------
<S> <C> <C> <C> <C> <C>
620 Rochester MN $0.0190 $0.0613 $0.0481
624 Duluth MN $0.0190 $0.0522 $0.0485
626 St. Cloud MN $0.0190 $0.0507 $0.0498
628 Minneapolis MN $0.0190 $0.0498 $0.0459
630 Sioux City IA $0.0198 $0.0533 $0.0485
632 Des Moines IA $0.0197 $0.0543 $0.0498
634 Davenport IA $0.0196 $0.0526 $0.0490
635 Cedar Rapids IA $0.0197 $0.0535 $0.0489
636 Fargo ND $0.0175 $0.0643 $0.0485
638 Bismarck ND $0.0210 $0.0837 $0.0542
640 Sioux Falls SD $0.0215 $0.1000 $0.0475
644 Omaha NE $0.0199 $0.0501 $0.0472
646 Grand Island NE $0.0200 $0.0444 $0.0531
648 Helena MT $0.0214 $0.1000 $0.0489
650 Billings MT $0.0215 $0.1000 $0.0489
652 Boise ID $0.0206 $0.1000 $0.0461
654 Cheyenne WY $0.0246 $0.1000 $0.0509
656 Denver CO $0.0180 $0.1000 $0.0455
658 Colorado Spgs CO $0.0180 $0.1000 $0.0455
660 Salt Lake Cty UT $0.0187 $0.1000 $0.0449
664 Albuquerque NM $0.0205 $0.0357 $0.0474
666 Phoenix AZ $0.0189 $0.0228 $0.0586
668 Tucson AZ $0.0189 $0.1000 $0.0463
670 Eugene OR $0.0190 $0.0458 $0.0487
672 Portland OR $0.0191 $0.0452 $0.0499
674 Seattle WA $0.0205 $0.0471 $0.0486
676 Spokane WA $0.0205 $0.0454 $0.0506
720 Reno NV $0.0293 $0.0436 $0.0502
721 Las Vegas NV $0.0293 $0.0179 $0.0442
722 San Francisco CA $0.0245 $0.0244 $0.0498
724 Redding/Chico CA $0.0245 $0.0413 $0.0639
726 Sacramento CA $0.0245 $0.0413 $0.0646
728 Fresno CA $0.0245 $0.0321 $0.0485
730 Los Angeles CA $0.0245 $0.0207 $0.0483
732 San Diego CA $0.0245 $0.1000 $0.0482
734 Bakersfield CA $0.0245 $0.0413 $0.0485
736 Monterey/Salin CA $0.0245 $0.1000 $0.1000
738 Stockton CA $0.0245 $0.0413 $0.0488
740 S. Luis Obispo CA $0.0245 $0.0198 $0.0482
920 Hartford CT $0.1000 $0.0387 $0.0625
921 Fishers Island NY $0.1000 $0.1000 $0.0874
922 Cincinnati OH $0.1000 $0.0241 $0.0491
</TABLE>
BILLING INCREMENTS: 6 SECOND INITIAL/6 SECOND INCREMENTS
6
<PAGE>
FRONTIER ACCESS DIRECT
CARRIER DOMESTIC TERMINATION SERVICE
INTERSTATE
<TABLE>
<CAPTION>
LATA CITY STATE TIER A TIER B TIER C
- ---- ---- ----- ------ ------ ------
<S> <C> <C> <C> <C> <C>
923 Lima OH $0.1000 $0.0437 $0.0568
924 Erie PA $0.1000 $0.0353 $0.0544
927 Harrisonburg VA $0.1000 $0.0554 $0.1000
928 Charlottesvl VA $0.1000 $0.0273 $0.0506
929 Edinburg VA $0.1000 $0.1000 $0.0874
930 Eppes Fork NC $0.1000 $0.1000 $0.0874
932 Bluefield WV $0.1000 $0.1000 $0.0874
937 Richmond IN $0.1000 $0.0437 $0.1000
938 Terre Haute IN $0.1000 $0.0427 $0.1000
939 Fort Meyers FL $0.1000 $0.0307 $0.0523
949 Fayetteville NC $0.1000 $0.1000 $0.0296
951 Rocky Mount NC $0.1000 $0.1000 $0.0282
952 Tampa FL $0.1000 $0.0226 $0.0483
953 Tallahassee FL $0.1000 $0.0323 $0.0525
955 Dothan AL $0.1000 $0.1000 $0.0874
956 Kingsport TN $0.1000 $0.0307 $0.1000
958 Lincoln NE $0.1000 $0.1000 $0.0272
960 Coeur D'Alene ID $0.1000 $0.0817 $0.0757
961 San Angelo TX $0.1000 $0.0295 $0.0514
963 Kalispell MT $0.1000 $0.1000 $0.0874
973 Palm Springs CA $0.1000 $0.0198 $0.1000
974 Rochester NY $0.1000 $0.0205 $0.0461
976 Matoon IL $0.1000 $0.0397 $0.0533
977 Galesburg IL $0.1000 $0.0436 $0.0583
978 Olney IL $0.1000 $0.0394 $0.0563
980 Tsaile AZ $0.1000 $0.1000 $0.0874
981 Monument Valley UT $0.1000 $0.1000 $0.0874
</TABLE>
Off-Shore
<TABLE>
<CAPTION>
LATA CITY STATE TIER A TIER B TIER C
- ---- ---- ----- ------ ------ ------
<S> <C> <C> <C> <C> <C>
320 Puerto Rico PR $0.0854 $0.0854 $0.0854
322 Virgin Islands USVI $0.0854 $0.0854 $0.0854
332 Alaska AK $0.0854 $0.0854 $0.0854
334 Hawaii HI $0.1070 $0.1070 $0.1070
</TABLE>
DIRECTORY ASSISTANCE $0.4200 per call
BILLING INCREMENTS: 6 SECOND INITIAL / 6 SECOND INCREMENTS
7
<PAGE>
FRONTIER ACCESS DIRECT
CARRIER DOMESTIC TERMINATION SERVICE
INTRASTATE
<TABLE>
<CAPTION>
LATA CITY STATE TIER A TIER B TIER C
- ---- ---- ----- ------ ------ ------
<S> <C> <C> <C> <C> <C>
338 Vincennes IN $0.0208 $0.0892 $0.0701
340 Detroit MI $0.0184 $0.0386 $0.0552
342 Marquette MI $0.0184 $0.0386 $0.0556
344 Saginaw MI $0.0184 $0.0386 $0.0592
346 Lansing MI $0.0184 $0.0386 $0.0553
348 Grand Rapids MI $0.0184 $0.0386 $0.0564
350 Green Bay WI $0.0178 $0.0262 $0.0541
352 Eau Claire WI $0.0178 $0.0262 $0.0541
354 Madison WI $0.0178 $0.0262 $0.0542
356 Milwaukee WI $0.0178 $0.0262 $0.0534
358 Chicago IL $0.0179 $0.0363 $0.0540
360 Rockford IL $0.0178 $0.0371 $0.0584
362 Cairo/Mound City IL $0.0178 $0.0361 $0.0628
364 Sterling/Dekalb IL $0.0178 $0.0350 $0.0615
366 Bloomington IL $0.0178 $0.0342 $0.0611
368 Peoria IL $0.0178 $0.0341 $0.0582
370 Champ-Urbana IL $0.0178 $0.0361 $0.0554
374 Springfield IL $0.0178 $0.0361 $0.0530
376 Quincy IL $0.0178 $0.0361 $0.0595
420 Asheville NC $0.0829 $0.1018 $0.0865
422 Charlotte NC $0.0826 $0.0925 $0.0840
424 Greensboro NC $0.0829 $0.0876 $0.0843
426 Raleigh NC $0.0829 $0.1096 $0.0871
428 Wilmington NC $0.0829 $0.1000 $0.0833
430 Greenville SC $0.0611 $0.0505 $0.0729
432 Florence SC $0.0611 $0.0400 $0.0718
434 Columbia SC $0.0611 $0.0450 $0.0712
436 Charleston SC $0.0611 $0.0565 $0.0742
438 Atlanta GA $0.0271 $0.1553 $0.0894
440 Savannah GA $0.0272 $0.1000 $0.0855
442 Augusta GA $0.0317 $0.1000 $0.0599
444 Albany GA $0.0272 $0.1000 $0.1107
446 Macon GA $0.0272 $0.1000 $0.1008
448 Pensacola FL $0.0411 $0.9180 $0.0749
450 Panama city FL $0.0411 $0.9180 $0.0711
452 Jacksonville FL $0.0411 $0.9180 $0.0650
454 Gainesville FL $0.0411 $0.0916 $0.0770
456 Daytona Beach FL $0.0411 $0.1000 $0.1000
458 Orlando FL $0.0411 $0.0916 $0.0733
460 Miami FL $0.0411 $0.0916 $0.0646
462 Louisville KY $0.0306 $0.0550 $0.0688
464 Madisonville KY $0.0191 $0.0323 $0.0542
466 Lexington KY $0.0190 $0.0339 $0.0586
468 Memphis TN $0.0499 $0.1000 $0.0691
470 Nashville TN $0.0538 $0.0534 $0.0713
472 Chattanooga TN $0.0489 $0.1000 $0.0805
474 Knoxville TN $0.0539 $0.1000 $0.0713
476 Birmingham AL $0.0240 $0.0515 $0.0585
477 Huntsville AL $0.0240 $0.0475 $0.0571
478 Montgomery AL $0.0240 $0.0474 $0.0593
480 Mobile AL $0.0241 $0.0515 $0.0568
482 Jackson MS $0.0329 $0.1000 $0.0604
</TABLE>
BILLING INCREMENTS: 6 SECOND INITIAL / 6 SECOND INCREMENTS
8
<PAGE>
FRONTIER ACCESS DIRECT
CARRIER DOMESTIC TERMINATION SERVICE
INTRASTATE
<TABLE>
<CAPTION>
LATA CITY STATE TIER A TIER B TIER C
- ---- ---- ----- ------ ------ ------
<S> <C> <C> <C> <C> <C>
484 Gulfport MS $0.0329 $0.1000 $0.1000
486 Shreveport LA $0.0252 $0.1000 $0.0570
488 Lake Charles LA $0.0252 $0.1000 $0.0570
490 New Orleans LA $0.0252 $0.1000 $0.0570
492 Baton Rouge LA $0.0252 $0.1000 $0.0570
520 St. Louis MO $0.0444 $0.1334 $0.0764
521 Jefferson City MO $0.0555 $0.1606 $0.1197
522 Springfield MO $0.0555 $0.2221 $0.1090
524 Kansas city MO $0.0556 $0.1608 $0.0798
526 Fort Smith AR $0.0285 $0.0285 $0.0587
528 Little Rock AR $0.0283 $0.0328 $0.0590
530 Pine Bluff AR $0.0283 $0.0285 $0.0586
532 Wichita KS $0.0549 $0.0858 $0.0730
534 Topeka KS $0.0549 $0.0858 $0.0740
536 Oklahoma City OK $0.0318 $0.0548 $0.0600
538 Tulsa OK $0.0318 $0.0548 $0.0605
540 El Paso TX $0.0946 $0.0832 $0.0912
542 Midland TX $0.0946 $0.0832 $0.0909
544 Lubbock TX $0.0946 $0.1122 $0.0935
546 Amarilo TX $0.0946 $0.1055 $0.0929
548 Wichita Falls TX $0.0946 $0.1000 $0.0912
550 Abiliene TX $0.0946 $0.0832 $0.0905
552 Dallas TX $0.0946 $0.0854 $0.0905
554 Longview TX $0.0946 $0.1083 $0.0936
556 Waco TX $0.0946 $0.0789 $0.0938
558 Austin TX $0.0946 $0.1047 $0.0917
560 Houston TX $0.0946 $0.0929 $0.0912
562 Beaumont TX $0.0946 $0.0832 $0.0908
564 Corpus Christi TX $0.0946 $0.1137 $0.0929
566 San Antonio TX $0.0946 $0.0832 $0.0912
568 Harlingen TX $0.0946 $0.0111 $0.0912
570 Bryan TX $0.0946 $0.1137 $0.1005
620 Rochester MN $0.0705 $0.0878 $0.0810
624 Duluth MN $0.0705 $0.0834 $0.0806
626 St. Cloud MN $0.0705 $0.0906 $0.0821
628 Minneapolis MN $0.0705 $0.0953 $0.0810
630 Sioux City IA $0.0617 $0.0850 $0.0769
632 Des Moines IA $0.0615 $0.0955 $0.0795
634 Davenport IA $0.0617 $0.0879 $0.0763
635 Cedar Rapids IA $0.0615 $0.0862 $0.0775
636 Fargo ND $0.0765 $0.0911 $0.0831
638 Bismarck ND $0.0933 $0.0897 $0.0915
640 Sioux Falls SD $0.0640 $0.1000 $0.0759
644 Omaha NE $0.0715 $0.1038 $0.0846
646 Grand Island NE $0.0767 $0.1145 $0.0867
648 Helena MT $0.0351 $0.1000 $0.0615
650 Billings MT $0.0352 $0.1000 $0.0615
652 Boise ID $0.0495 $0.1000 $0.0687
654 Cheyenne WY $0.0702 $0.1000 $0.0790
656 Denver CO $0.0737 $0.1000 $0.0803
658 Colorado Springs CO $0.0737 $0.1000 $0.0803
660 Salt Lake City UT $0.0353 $0.1000 $0.0616
</TABLE>
BILLING INCREMENTS: 6 SECOND INITIAL / 6 SECOND INCREMENTS
9
<PAGE>
FRONTIER ACCESS DIRECT
CARRIER DOMESTIC TERMINATION SERVICE
INTRASTATE
<TABLE>
<CAPTION>
LATA CITY STATE TIER A TIER B TIER C
- ---- ---- ----- ------ ------ ------
<S> <C> <C> <C> <C> <C>
664 Albuquerque NM $0.0790 $0.2057 $0.0952
666 Phoenix AZ $0.0720 $0.1940 $0.1968
668 Tucson AZ $0.0720 $0.1000 $0.0805
670 Eugene OR $0.0578 $0.0788 $0.0743
672 Portland OR $0.0517 $0.0845 $0.0731
674 Seattle WA $0.0338 $0.0921 $0.0634
676 Spokane WA $0.0344 $0.0852 $0.0611
720 Reno NV $0.0319 $0.0610 $0.0616
721 Las Vegas NV $0.0319 $0.0204 $0.0544
722 San Francisco CA $0.0173 $0.0336 $0.0524
724 Redding/Chico CA $0.0173 $0.0195 $0.0451
726 Sacramento CA $0.0173 $0.0195 $0.0450
728 Fresno CA $0.0173 $0.0284 $0.0430
730 Los Angeles CA $0.0173 $0.0363 $0.0546
732 San Diego CA $0.0173 $0.1000 $0.0527
734 Bakersfield CA $0.0173 $0.0195 $0.0528
736 Monterey/Salinas CA $0.0173 $0.1000 $1.0000
738 Stockton CA $0.0173 $0.0195 $0.0528
740 San Luis Obispo CA $0.0173 $0.0369 $0.0595
920 Hartford CT $0.1000 $0.0306 $0.0593
921 Fishers Island NY $0.1000 $0.1000 $0.0858
922 Cincinnati OH $0.1000 $0.0252 $0.0561
923 Lima OH $0.1000 $0.0684 $0.0776
924 Erie PA $0.1000 $0.0771 $0.0826
927 Harrisonburg VA $0.1000 $0.0981 $0.1000
928 Charlottesville VA $0.1000 $0.0552 $0.0716
929 Edinburg VA $0.1000 $0.1000 $0.0866
930 Eppes Fork VA $0.1000 $0.1000 $0.0866
932 Bluefield WV $0.1000 $0.1000 $0.0866
937 Richmond IN $0.1000 $0.0499 $0.1000
938 Terre Haute IN $0.1000 $0.0482 $0.1000
939 Fort Myers FL $0.1000 $0.0916 $0.0898
949 Fayetteville NC $0.1000 $0.1000 $0.0874
951 Rocky Mount NC $0.1000 $0.1000 $0.0876
952 Tampa FL $0.1000 $0.0765 $0.0822
953 Tallahassee FL $0.1000 $0.0918 $0.0899
955 Dothan AL $0.1000 $0.1000 $0.0866
956 Kingsport TN $0.1000 $0.0733 $0.1000
958 Lincoln NE $0.1000 $0.1000 $0.1166
960 Coeur D'Alene ID $0.1000 $0.1077 $0.0978
961 San Angelo TX $0.1000 $0.1137 $0.1008
963 Kalispell MT $0.1000 $0.1000 $0.0866
973 Palm Springs CA $0.1000 $0.0369 $0.1000
974 Rochester NY $0.1000 $0.0328 $0.0585
976 Matoon IL $0.1000 $0.0347 $0.0396
977 Galesburg IL $0.1000 $0.0305 $0.0592
978 Olney IL $0.1000 $0.0344 $0.0612
980 Tsciie AZ $0.1000 $0.1000 $0.0866
981 Monument Valley UT $0.1000 $0.1000 $0.0866
</TABLE>
DIRECTORY ASSISTANCE $0.4200 per call
BILLING INCREMENTS: 6 SECOND INITIAL / 6 SECOND INCREMENTS
10
<PAGE>
FRONTIER ACCESS DIRECT[TM]
TOLL-FREE CARRIER TRANSPORT SCHEDULE
Billing increments for domestic and offshore calls will be six second increments
(calls from Canada will be billed in six second increments after a 30 second
minimum.
1. In order to protect the integrity of its network Frontier may, without
liability, temporarily block any Toll-Free Number having usage surges.
Frontier agrees to use reasonable efforts to promptly notify IDX after
blockage has occurred.
2. At IDX's written request and to the extent available to Frontier,
Toll-Free Directory Assistance is available for Frontier Toll-Free
Numbers only at the charges identified below. Due to the fact that
Toll-Free Directory Assistance is provided through an arrangement with
a third party, the provision of Toll-Free Directory Assistance by
Frontier is subject to the policies and procedures promulgated from
time to time by such third party. IDX understands that any Frontier
Toll-Free number listed with Toll-Free Directory Assistance is not
published in any written directory, but is only available on a call-in
basis.
3. The transfer of Toll-Free Numbers to another carrier is subject to the
Guidelines and the Frontier policies and procedures for Toll-Free
number/traffic transfers in effect at the time of the requested
transfer.
4. IDX acknowledges and agrees that call records detail (CDR) for
Toll-Free Carrier Transport it receives from Frontier may not match
billable CDR's from IDX's switch as Frontier bills IDX for all calls
completed to their switch at Time point 7 minus Time point 1,
(regardless of whether the call is completed to the called party).
11
<PAGE>
FRONTIER ACCESS DIRECT
CARRIER TOLL FREE TRANSPORT SERVICE
INTERSTATE
<TABLE>
<CAPTION>
LATA CITY STATE TIER A TIER B TIER C
- ---- ---- ----- ------ ------ ------
<S> <C> <C> <C> <C> <C>
120 Portland ME $0.0339 $0.1180 $0.0675
122 Nashua NH $0.0236 $0.1023 $0.0612
124 Burlington VT $0.0421 $0.1280 $0.0768
126 Springfield MA $0.0276 $0.1000 $0.0621
128 Boston MA $0.0276 $0.1000 $0.0621
130 Providence RI $0.0256 $0.1000 $0.0602
132 New York City NY $0.0179 $0.1000 $0.0567
133 Poughkeepsie NY $0.0167 $0.0908 $0.0529
134 Albany NY $0.0177 $0.0908 $0.0571
136 Syracuse NY $0.0177 $0.0908 $0.0452
138 Binghamton NY $0.0167 $0.0829 $0.0582
140 Buffalo NY $0.0167 $0.0908 $0.0488
220 Atlantic City NJ $0.0189 $0.1000 $0.1000
222 Camden NJ $0.0189 $0.1000 $0.0531
224 Newark NJ $0.0189 $0.1000 $0.0531
226 Harrisburg PA $0.0197 $0.0317 $0.0557
228 Philadelphia PA $0.0191 $0.0534 $0.0523
230 Altoona PA $0.0197 $0.0343 $0.0542
232 Scranton PA $0.0197 $0.0481 $0.0529
234 Pittsburgh PA $0.0197 $0.0286 $0.0529
236 Washington DC $0.0185 $0.0564 $0.0522
238 Baltimore MD $0.0182 $0.1000 $0.0514
240 Hagerstown MD $0.0208 $0.1000 $0.0546
242 Salisbury MD $0.0182 $0.1000 $0.1000
244 Roanoke VA $0.0193 $0.0335 $0.0542
246 Fredericksburg VA $0.0193 $0.0464 $0.1000
248 Richmond VA $0.0193 $0.0530 $0.0543
250 Lynchburg VA $0.0192 $0.0352 $0.0543
252 Norfolk VA $0.0193 $0.0570 $0.1000
254 Charleston WV $0.0274 $0.1000 $0.0605
256 Wheeling WV $0.0274 $0.1000 $0.0604
320 Cleveland OH $0.0204 $0.0402 $0.0532
322 Youngstown OH $0.0204 $0.0427 $0.1000
324 Columbus OH $0.0204 $0.0346 $0.0539
325 Akron OH $0.0204 $0.0330 $0.0550
326 Toledo OH $0.0204 $0.0354 $0.0558
328 Dayton OH $0.0204 $0.0540 $0.0540
330 Evansville IN $0.0220 $0.0541 $0.1000
332 South Bend IN $0.0220 $0.0440 $0.0602
334 Fort Wayne IN $0.0220 $0.0437 $0.0624
</TABLE>
TIER A = RBOC TIER B = CITC TIER C = NECA
BILLING INCREMENTS: DOMESTIC & DOMESTIC OFF-SHORE = 6 SECOND INITIAL/6 SECOND
INCREMENTS
CANADA = 30 SECOND INITIAL/6 SECOND INCREMENTS
12
<PAGE>
FRONTIER ACCESS DIRECT
CARRIER TOLL FREE TRANSPORT SERVICE
INTERSTATE
<TABLE>
<CAPTION>
LATA CITY STATE TIER A TIER B TIER C
- ---- ---- ----- ------ ------ ------
<S> <C> <C> <C> <C> <C>
462 Louisville KY $0.0318 $0.0535 $0.0675
464 Madisonville KY $0.0329 $0.0558 $0.0683
466 Lexington KY $0.0330 $0.0525 $0.0718
468 Memphis TN $0.0274 $0.1000 $0.0630
470 Nashville TN $0.0275 $0.0364 $0.0631
472 Chattanooga TN $0.0259 $0.1000 $0.0624
474 Knoxville TN $0.0274 $0.1000 $0.0630
476 Birmingham AL $0.0219 $0.0383 $0.0574
477 Huntsville AL $0.0219 $0.0371 $0.0576
478 Montgomery AL $0.0219 $0.0372 $0.0589
480 Mobile AL $0.0218 $0.0381 $0.0573
482 Jackson MS $0.0270 $0.1000 $0.0623
484 Gulfport MS $0.0271 $0.1000 $0.1000
486 Shreveport LA $0.0215 $0.1000 $0.0571
488 Lake Charles LA $0.0215 $0.1000 $0.0571
490 New Orleans LA $0.0215 $0.1000 $0.0571
492 Baton Rouge LA $0.0326 $0.1000 $0.0682
520 St. Louis MO $0.0248 $0.0470 $0.0525
521 Jefferson City MO $0.0257 $0.0582 $0.0652
522 Springfield MO $0.0257 $0.0415 $0.0545
524 Kansas City MO $0.0262 $0.0561 $0.0537
526 Fort Smith AR $0.0252 $0.0475 $0.0517
528 Little Rock AR $0.0252 $0.0406 $0.0519
530 Pine Bluff AR $0.0252 $0.0475 $0.0514
532 Wichita KS $0.0270 $0.1000 $0.0545
534 Topeka KS $0.0270 $0.0607 $0.0557
536 Oklahoma City OK $0.0239 $0.0474 $0.0518
538 Tulsa OK $0.0239 $0.0474 $0.0554
540 El Paso TX $0.0221 $0.1000 $0.1000
542 Midland TX $0.0221 $0.0601 $0.1000
544 Lubbock TX $0.0221 $0.0269 $0.0511
546 Amarillo TX $0.0221 $0.0435 $0.0513
548 Wichita Falls TX $0.0221 $0.1000 $0.0488
550 Abilene TX $0.0221 $0.0601 $0.1000
552 Dallas TX $0.0221 $0.0435 $0.0496
554 Larcview TX $0.0221 $0.0339 $0.0524
556 Waco TX $0.0221 $0.0575 $0.0498
558 Austin TX $0.0221 $0.0354 $0.0495
560 Houston TX $0.0221 $0.0458 $0.0490
562 Beaumont TX $0.0221 $0.0601 $0.0493
564 Corpus Christi TX $0.0221 $0.0269 $0.0508
</TABLE>
BILLING INCREMENTS: DOMESTIC & DOMESTIC OFF-SHORE = 6 SECOND INITIAL/6 SECOND
INCREMENTS
CANADA = 30 SECOND INITIAL/6 SECOND INCREMENTS
13
<PAGE>
FRONTIER ACCESS DIRECT
CARRIER TOLL FREE TRANSPORT SERVICE
INTERSTATE
<TABLE>
<CAPTION>
LATA CITY STATE TIER A TIER B TIER C
- ---- ---- ----- ------ ------ ------
<S> <C> <C> <C> <C> <C>
566 San Antonio TX $0.0221 $0.0601 $0.0489
568 Harlingen TX $0.0221 $0.1000 $0.0488
570 Bryan TX $0.0221 $0.0269 $0.0582
620 Rochester MN $0.0205 $0.0554 $0.0554
624 Duluth MN $0.0205 $0.0547 $0.0557
626 St. Cloud MN $0.0205 $0.0558 $0.0562
628 Minneapolis MN $0.0205 $0.0564 $0.0552
630 Sioux City IA $0.0209 $0.0526 $0.0569
632 Des Moines IA $0.0209 $0.0553 $0.0571
634 Davenport IA $0.0208 $0.0566 $0.0549
635 Cedar Rapids IA $0.0209 $0.0541 $0.0568
636 Fargo ND $0.0212 $0.0709 $0.0555
638 Bismarck ND $0.0217 $0.0843 $0.0625
640 Sioux Falls SD $0.0225 $0.1000 $0.0564
644 Omaha NE $0.0211 $0.0514 $0.0567
646 Grand Island NE $0.0213 $0.0453 $0.0575
648 Helena MT $0.0218 $0.1000 $0.0576
650 Billings MT $0.0219 $0.1000 $0.0577
652 Boise ID $0.0222 $0.1000 $0.0554
654 Cheyenne WY $0.0237 $0.1000 $0.0590
656 Denver CO $0.0188 $0.1000 $0.0544
658 Colorado Springs CO $0.0188 $0.1000 $0.0544
660 Salt Lake City UT $0.0347 $0.1000 $0.0545
664 Albuquerque NM $0.0278 $0.0360 $0.0573
666 Phoenix AZ $0.0200 $0.0248 $0.0629
668 Tucson AZ $0.0200 $0.1000 $0.0554
670 Eugene OR $0.0194 $0.0459 $0.0557
672 Portland OR $0.0198 $0.0450 $0.0569
674 Seattle WA $0.0212 $0.0446 $0.0564
676 Spokane WA $0.0202 $0.0422 $0.0558
720 Reno NV $0.0298 $0.0439 $0.0562
721 Las Vegas NV $0.0298 $0.0190 $0.0456
722 San Francisco CA $0.0275 $0.0387 $0.0535
724 Redding/Chico CA $0.0275 $0.0706 $0.0693
726 Sacrament+B123o CA $0.0275 $0.0706 $0.0645
728 Fresno CA $0.0275 $0.0477 $0.0512
730 Los Angeles CA $0.0275 $0.0257 $0.0529
732 San Diego CA $0.0275 $0.1000 $0.0506
734 Bakersfield CA $0.0275 $0.0706 $0.0514
736 Monterey/Salinas CA $0.0275 $0.1000 $0.1000
738 Stockton CA $0.0275 $0.0706 $0.0514
</TABLE>
BILLING INCREMENTS: DOMESTIC & DOMESTIC OFF-SHORE = 6 SECOND INITIAL/6 SECOND
INCREMENTS
CANADA = 30 SECOND INITIAL/6 SECOND INCREMENTS
14
<PAGE>
FRONTIER ACCESS DIRECT
CARRIER TOLL FREE TRANSPORT SERVICE
INTRASTATE
<TABLE>
<CAPTION>
LATA CITY STATE TIER A TIER B TIER C
- ---- ---- ----- ------ ------ ------
<S> <C> <C> <C> <C> <C>
336 Indianapolis IN $0.0196 $0.0419 $0.0642
338 Vincennes IN $0.0196 $0.0890 $0.0687
340 Detroit MI $0.0174 $0.0395 $0.0599
342 Marquette MI $0.0171 $0.0392 $0.0597
344 Saginaw MI $0.0174 $0.0395 $0.0638
346 Lansing MI $0.0174 $0.0395 $0.0600
348 Grand Rapids MI $0.0174 $0.0395 $0.0614
350 Green Bay WI $0.0193 $0.0338 $0.0560
352 Eau Claire WI $0.0193 $0.0338 $0.0561
354 Madison WI $0.0193 $0.0338 $0.0565
356 Milwaukee WI $0.0193 $0.0338 $0.0552
358 Chicago IL $0.0188 $0.0376 $0.0557
360 Rockford IL $0.0188 $0.1000 $0.1000
362 Cairo/Mound City IL $0.0188 $0.0376 $0.1000
364 Sterling/Dekalb IL $0.0188 $0.0386 $0.0632
366 Bloomington IL $0.0188 $0.0355 $0.0625
368 Peoria IL $0.0188 $0.0353 $0.0596
370 Champ/Urbana IL $0.0188 $0.0374 $0.0576
374 Springfield IL $0.0188 $0.0374 $0.0571
376 Quincy IL $0.0188 $0.0374 $0.0605
420 Asheville NC $0.0817 $0.1040 $0.0755
422 Charlotte NC $0.0815 $0.0914 $0.0576
424 Greensboro NC $0.0817 $0.0861 $0.0614
426 Raleigh NC $0.0817 $0.1000 $0.0767
428 Wilmington NC $0.0817 $0.1000 $0.0589
430 Greenville SC $0.0613 $0.0570 $0.0649
432 Florence SC $0.0613 $0.1000 $0.0661
434 Columbia SC $0.0613 $0.0448 $0.0610
436 Charleston SC $0.0613 $0.0627 $0.0662
438 Atlanta GA $0.0284 $0.1000 $0.0561
440 Savannah GA $0.0285 $0.1000 $0.0558
442 Augusta GA $0.0352 $0.1000 $0.1000
444 Albany GA $0.0285 $0.1000 $0.0507
446 Macon GA $0.0285 $0.1000 $0.0541
448 Pensacola FL $0.0416 $0.0923 $0.0712
450 Panama City FL $0.0416 $0.0923 $0.0689
452 Jacksonville FL $0.0416 $0.0923 $0.0618
454 Gainesville FL $0.0416 $0.0921 $0.0743
456 Daytona Beach FL $0.0416 $0.1000 $0.1000
458 Orlando FL $0.0416 $0.0921 $0.0706
460 Miami FL $0.0416 $0.1000 $0.0613
</TABLE>
BILLING INCREMENTS: DOMESTIC & DOMESTIC OFF-SHORE = 6 SECOND INITIAL/6 SECOND
INCREMENTS CANADA = 30 SECOND INITIAL/6 SECOND INCREMENTS
15
<PAGE>
FRONTIER ACCESS DIRECT
CARRIER TOLL FREE TRANSPORT SERVICE
INTRASTATE
<TABLE>
<CAPTION>
LATA CITY STATE TIER A TIER B TIER C
- ---- ---- ----- ------ ------ ------
<S> <C> <C> <C> <C> <C>
740 San Luis Obispo CA $0.0189 $0.1000 $0.1000
920 Hartford CT $0.1000 $0.0365 $0.0623
921 Fishers Island NY $0.1000 $0.1000 $0.0825
922 Cincinnati OH $0.1000 $0.0347 $0.0594
923 Lima OH $0.1000 $0.0748 $0.0669
924 Erie PA $0.1000 $0.0842 $0.0869
927 Harrisonburg VA $0.1000 $0.1083 $0.1000
928 Charlottesville VA $0.1000 $0.0573 $0.0732
929 Edinburg VA $0.1000 $0.1000 $0.0833
930 Eppes Fork VA $0.1000 $0.1000 $0.0833
932 Bluefield WV $0.1000 $0.1000 $0.0833
937 Richmond IN $0.1000 $0.0382 $0.1000
938 Terre Haute IN $0.1000 $0.0381 $0.1000
939 Fort Myers FL $0.1000 $0.0921 $0.1000
949 Fayetteville NC $0.1000 $0.1000 $0.0849
951 Rocky Mount NC $0.1000 $0.1000 $0.0838
952 Tampa FL $0.1000 $0.0767 $0.0770
953 Tallahassee FL $0.1000 $0.0923 $0.0865
955 Dothan AL $0.1000 $0.1000 $0.0833
956 Kingsport TN $0.1000 $0.0763 $0.1000
958 Lincoln NE $0.1000 $0.1000 $0.1143
960 Coeur D'Alene ID $0.1000 $0.1060 $0.0948
961 San Angelo TX $0.1000 $0.1145 $0.0801
963 Kalispell MT $0.1000 $0.1000 $0.0833
973 Palm Springs CA $0.1000 $0.0383 $0.1000
974 Rochester NY $0.1000 $0.0339 $0.0613
976 Matoon IL $0.1000 $0.0355 $0.0396
977 Galesburg IL $0.1000 $0.0336 $0.1000
978 Olney IL $0.1000 $0.0355 $0.0627
980 Tsciie AZ $0.1000 $0.1000 $0.0833
981 Monument Valley UT $0.1000 $0.1000 $0.0833
</TABLE>
NOTE: Frontier bills the Carrier for all calls competed to their switch,
regardless if the Call is completed to the called party.
BILLING INCREMENTS: DOMESTIC & DOMESTIC OFF-SHORE = 6 SECOND INITIAL/6 SECOND
INCREMENTS
CANADA = 30 SECOND INITIAL/6 SECOND INCREMENTS
16
<PAGE>
FRONTIER ACCESS DIRECT OCN TABLE
Tier A = Ameritech, Bell Atlantic, Bell South, NYNEX, SBC, PacTel and US West
Tier B = Cincinnati Bell, GTE, Frontier Communications, SNET and Sprint/United
Tier C = NECA and all remaining carriers
<TABLE>
<CAPTION>
TIER A TIER B TIER B
<S> <C> <C>
RBOC OCN's Telco Tier B OCN's Telco - Frontier Continued Tier B OCN's Telco - GTE Continued
1051 Ameritech, IL 750 FC Indiana 2154 GTE - SW - TX
9321 Ameritech, OH 828 FC of Thorntown 2177 GTE - West
9323 Ameritech, MI 858 FC of Lakeshore 2302 GTE of CA
9325 Ameritech, Indiana 912 FC of Mondori 2319 GTE of CO
9327 Ameritech, Wisconsin 964 FC of WI 2449 GTE of NW
9329 Ameritech, IL 967 FC of Viroqua 3009 GTE - Alaska
9206 Bell Atlantic - NJ 998 FC of Depue - IL 3100 GTE - Hawaii
9208 Bell Atlantic - PA 1011 Frontier of Lakeside 4311 GTE - North
9210 Bell Atlantic - DE 1038 Frontier of Illinois 4312 GTE - North MN
9211 Bell Atlantic - DC 1055 FC of Midland, Inc. 4313 GTE - North Missouri
9212 Bell Atlantic - MD 1061 Frontier of Mt/Pulaski, Inc. 4314 GTE - Nebraska
9213 Bell Atlantic - VA 1067 Frontier of Orion, Inc. 4321 GTE NW - Idaho
9214 Bell Atlantic - WV 1079 Frontier of Schulyer, Inc. - IL 4323 GTE NW - Oregon
9200 Bell Atlantic - 1127 FC of Iowa, Inc. 4324 GTE NW - WA
9102 or Bell Atlantic - NY 1341 FC of Schulyer, IA 4331 GTE South - Alabama
9014
9417 Southern Bell 1367 FC of MN 4334 GTE South - NC
9419 South Central Bell 4418 FC of MI 4335 GTE South - SC
7726 SBC 4337 GTE South - VA
9533 SBC Tier B OCN's Telco - GTE 4338 GTE SW - Arkansas
9740 Pacific Bell 169 GTE of PA 4342 GTE SW - NM
9742 Nevada Bell 170 GTE - North PA 4343 GTE SW - OK
9600 US West 233 GTE South - VA 4344 GTE - TX
9638 US West (Pacific Northwest) 328 GTE FL 7534 GTE - CA
9631 US West (Northwestern Bell) 407 GTE South - Kentucky 7993 GTE NW, Inc.
9636 US West (Mountain Bell) 410 GTE South - Kentucky
2456 Malheur Tel Co 509 GTE South - NC 9147 SNET
Tier B OCN's Telco 526 TE South - SC Tier B OCN's Sprint/United (S/U)
9348 Cincinnati Bell (CB) 615 GTE North - Ohio 138 United of NJ
Tier B OCN's Frontier Communications 681 GTE South - MI 209 S/U Tel of PA
72 Frontier of Ausable Valley 695 GTE of MI 340 Sprint Centel of FL
100 FC of NY, Inc. 772 GTE of Indiana 341 S/U Tel of FL
121 FC of Rochester 779 GTE North - IN 470 Sprint Mid Atlantic
122 FC of Seneca-Gornam 831 GTE - Indiana 506 United Telco/Carolinas
149 FC of Breezewood 886 GTE Wisconsin 581 United Tel Co
152 FC of Canton 1000 GTE South - Illinois 661 United Telco of Ohio
168 FC of PA 1015 GTE - Illinois 832 United Telco of Indiana
178 FC of Lakewood 1036 GTE of the North 985 Sprint Centel - IL
194 FC of Oswavo River 1135 GTE - KS 1456 United Tel of MN
301 FC of Lamar County 1140 GTE - MN 1595 S/U Telephone -
306 FC of Alabama 1186 GTE North 1810 S/U of Eastern Kansas
318 FC of the South 1207 GTE - IA 1812 Sprint/United
362 FC of Fairmont 1700 GTE - Kansas 1842 S/U of Kansas
387 FC of Georgia 1730 GTE - Arkansas 1957 S/U Telco of Missouri
460 FC of Mississippi 1846 GTE Systems - Missouri 2084 S/U of TX
682 FC of MI 1922 GTE - Midwest 2400 United Telco - NW
</TABLE>
[Global Crossing] Logo
Carrier International
Terminating Rates
Prepared for
IDX Int'l
Effective Date (2/24/2000)
CODE COUNTRY Rate per Minute
- ---- ------- ---------------
599(C) Netherlands Antilles (Cellular) $0.2270
31 Netherlands $0.0361
31(6.9) Netherlands (Cellular) $0.3265
1869 Nevis (NPA:869) $0.2461
687 New Caledonia $0.3446
64 New Zealand $0.0389
64(21-29) New Zealand (Cellular) $0.1286
505 Nicaragua $0 2894
505(C) Nicaragua (Cellular) $0.3206
227 Niger Republic $0.4425
234 Nigeria $0.4650
234(C) Nigeria (Cellular) $0.5635
683 Nine Island $1.1313
683(C) Nine Island (Cellular) $1.5785
672(3) Norfolk Island $0.4257
850 North Korea $0.6460
47 Norway $0.0361
47(C) Norway (Cellular) $0.1311
968 Oman $0.4067
92 Pakistan $0.4067
92(C) Pakistan (Cellular) $0.6805
680 Palau Republic $0.1710
507 Panama $0.2672
507(C) Panama (Cellular) $0.2914
675 Papua New Guinea $0.2303
675(C) Papua New Guinea (Cellular) $0.4060
595 Paraguay $0.3097
595(C) Paraguay (Cellular) $0.3965
51 Peru $0.2522
51(C) Peru (Cellular) $0.2644
63 Philippines $0.1706
63(2) Philippines - Manila $0.1622
63(C) Philippines (Cellular) $0.1763
48 Poland $0.1500
48(C) Poland (Cellular) $0.8885
351 Portugal $0.1093
351(C) Portugal (Cellular) $0.1140
974 Qatar $0.3296
Billing Increments: 30 second initial/6 seconds increments
NOTE: Rates are subject to Change (7) days after the Effective Date
CONFIDENTIAL
<PAGE>
[Global Crossing] Logo
Carrier International
Terminating Rates
Prepared for
IDX Int'l
Effective Date (2/24/2000)
CODE COUNTRY Rate per Minute
- ---- ------- ---------------
974(C) Qatar (Cellular) $0.5575
262 Reunion Island $0.2353
40 Romania $0.2328
40(C) Romania (Cellular) $0.2498
7 Russia $0.1558
7(C) Russia (Cellular) $0.2816
250 Rwanda $0.4313
250(C) Rwanda (Cellular) $0.7883
670 Saipan $0.0411
378 San Marino $0.1694
378(C) San Marino (Cellular) $0.3646
239 Sao Tome $0.5015
966 Saudi Arabia $0.4316
966(C) Saudi Arabia (Cellular) $0.5355
221 Senegal $0.4672
221(C) Senegal (Cellular) $0.5915
248 Seychelles Island $0.4360
248(C) Seychelles Island (Cellular) $2.2275
232 Sierra Leone $0.4656
232(C) Sierra Leone (Cellular) $0.5655
65 Singapore $0.0750
65(C) Singapore (Cellular) $0.0861
421 Slovakia $0.1808
386 Slovenia $0.1963
386(C) Slovenia (Cellular) $0.2789
677 Solomon Islands $0.4568
677(C) Solomon Islands (Cellular) $1.0235
252 Somalia $0.4500
27 South Africa $0.2350
27(C) South Africa (Cellular) $0.2708
82 South Korea $0.0667
82(C) South Korea (Cellular) $0.1127
34 Spain $0.0794
34(6,96) Spain (Cellular) $0.2824
94 Sri Lanka $0.3375
94(C) Sri Lanka (Cellular) $0.8170
290 ST. Helena $0.4338
1869 ST. Kitts (NPA:869) $0.2371
1758 ST. Lucia (NPA:758) $0.2261
Billing Increments: 30 second initial/6 seconds increments
NOTE: Rates are subject to Change (7) days after the Effective Date
CONFIDENTIAL
<PAGE>
[Global Crossing] Logo
Carrier International
Terminating Rates
Prepared for
IDX Int'l
Effective Date (2/24/2000)
CODE COUNTRY Rate per Minute
- ---- ------- ---------------
508 ST. Pierre & Miquelon $0.0813
1784 ST. Vincent Grenadines (NPA): 784 $0.2778
1784(C) ST. Vincent (Cellular)* $1.0000
249 Sudan $0.3336
597 Suriname $0.3831
597(C) Suriname (Cellular) $0.4545
268 Switzerland $0.1672
46 Sweden $0.0354
46(C) Sweden (Cellular) $0.1061
41 Switzerland $0.0407
41(C) Switzerland (Cellular) $0.1128
963 Syria $0.4455
886 Taiwan $0.0821
886(C) Taiwan (Cellular) $0.0900
992 Tajikistan $0.4343
992(C) Tajikistan (Cellular) $0.5325
255 Tanzania $0.3665
66 Thailand $0.2631
66(C) Thailand (Cellular) $0.2631
228 Toto Republic $0.5065
676 Tonga Islands $0.6415
676(C) Tonga Islands (Cellular) $0.8275
1868 Trinidad & Tobago (NPA:868) $0.3084
1868(C) Trinidad & Tobago (Cellular)* $1.0000
216 Tunisia $0.2507
90 Turkey $0.1625
90(5) Turkey (Cellular) $0.2517
993 Turkmenistan $0.2756
1649 Turks & Caicos Islands (NPA:649) $0.2776
688 Tuvalu $0.3215
688(C) Tuvalu (Cellular) $0.3215
256 Uganda $0.2363
380 Ukraine $0.2050
971 United Arab Emirates $0.2363
971(C) United Arab Emirates (Cellular) $0.5385
44 United Kingdom $0.0253
44(2) United Kingdom (Cellular) $0.3319
598 Uruguay $0.2694
998 Uzbekistan $0.3052
Billing Increments: 30 second initial/6 seconds increments
NOTE: Rates are subject to Change (7) days after the Effective Date
CONFIDENTIAL
<PAGE>
[Global Crossing] Logo
Carrier International
Terminating Rates
Prepared for
IDX Int'l
Effective Date (2/24/2000)
CODE COUNTRY Rate per Minute
- ---- ------- ---------------
678 Vanuatu Republic $0.4960
678(S) Vanuatu Republic (Special Services $0.6358
379 Vatican City $0.0632
58 Venezuela (Cellular) $0.2550
58(C) Venezuela (Cellular) $0.2550
84 Vietnam $0.6050
84(C) Vietnam (Cellular) $0.9448
681 Wallis & Futuna Island $0.2739
685 Western Samoa $0.3578
967 Yemen, Republic of $0.6046
381 Yugoslavia & Serbia $0.2396
381(C) Yugoslavia & Serbia (Cellular) $0.3492
243 Zaire $0.3672
243(C) Zaire (Cellular) $0.4716
260 Zambia $0.2933
259 Zanzibar $0.9526
263 Zimbabwe $0.2111
263 (C) Zimbabwe (Cellular) $0.3989
Peak Rate Off-Peak
CC *MEXCIO Per Minute Rate Per Minute
- -- ------- ---------- ---------------
52 BAND #1 $0.1300 $0.1150
52 BAND #2 $0.1300 $0.1150
52 BAND #3 $0.1300 $0.1150
52 BAND #4 $0.1300 $0.1150
52 BAND #5 $0.1300 $0.1150
52 BAND #6 $0.1300 $0.1150
52 BAND #7 $0.1300 $0.1150
52(5) MEXICO CITY, MEXICO $0.1300 $0.1150
52 BAND #8 $0.1300 $0.1150
*Effective 12/1/98, all Mexico minutes will be billed in 60 second initial/60
second increments.
CANADA Rate per
NPA PROVINCE minute
- --- -------- ------
204 Manitoba $0.0292
250 British Columbia $0.0294
306 Saskatchewan $0.0507
Billing Increments: 30 second initial/6 seconds increments
NOTE: Rates are subject to Change (7) days after the Effective Date
CONFIDENTIAL
<PAGE>
[Global Crossing] Logo
Carrier International
Terminating Rates
Prepared for
IDX Int'l
Effective Date (2/24/2000)
CODE COUNTRY Rate per Minute
- ---- ------- ---------------
403 Alberta $0.0324
416 Ontario $0.0194
418 Quebec $0.0320
450 Quebec $0.0258
506 New Brunswick $0.3049
514 Quebec $0.0194
519 Ontario $0.0203
604 British Columbia $0.0222
613 Ontario $0.0216
705 Ontario $0.0247
709 Newfoundland $0.0629
780 Alberta $0.0324
807 Ontario $0.0282
819 Quebec $0.0343
867 Yukon/North West Territory $0.1250
902 Nova Scotia/Prince Edward Is. $0.0405
905 Ontario $0.0194
Billing Increments: 30 second initial/6 seconds increments
NOTE: Rates are subject to Change (7) days after the Effective Date
CONFIDENTIAL
<PAGE>
[Global Crossing] Logo
Carrier International
Terminating Rates
Prepared for
IDX Int'l
Effective Date (2/24/2000)
CODE COUNTRY Rate per Minute
- ---- ------- ---------------
93 Afghanistan $0.8921
355 Albania $0.1850
213 Algeria $0.2100
684 American Samoa $0.1678
376 Andorra $0.1134
376(C) Andorra (Cellular) $0.1661
244 Angola $0.1512
244(C) Angola (Cellular) $0.1883
1264 Anguilla (NPA:264) $0.2296
672 Antarctica - Casey $0.4257
672 Antarctica - Scott $0.4257
1268 Antigua/Barbuda (NPA:268) $02628
54 Argentina $0.1807
54(C) Argentina (Cellular) $0.2899
374 Armenia $0.3200
297 Aruba $0.2821
247 Ascension Island $0.4550
61 Australia $0.0447
61(C) Australia (Cellular) $0.1683
43 Austria $0.0477
43(C) Austria (Cellular) $0.1250
994 Azerbaijan $0.2294
994(C) Azerbaijan (Cellular) $0.3085
1252 Bahamas (NPA:242) $0.1202
973 Bahrain $0.3126
973(C) Bahrain (Cellular) $0.4205
880 Bangladesh $0.4760
880(C) Bangladesh (Cellular) $0.5087
1246 Barbados (NPA:246) $0.3208
375 Belarus $0.2257
375(C) Belarus (Cellular) $0.3985
32 Belgium $0.0353
32(C) Belgium (Cellular) $0.1194
501 Belize $0.3425
229 Benin $0.3465
1441 Bermuda (NPA:441) $0.0694
975 Bhutan $0.2184
591 Bolivia $0.3027
591(C) Bolivia (Cellular) $0.4114
Billing Increments: 30 second initial/6 seconds increments
NOTE: Rates are subject to Change (7) days after the Effective Date
CONFIDENTIAL
<PAGE>
[Global Crossing] Logo
Carrier International
Terminating Rates
Prepared for
IDX Int'l
Effective Date (2/24/2000)
CODE COUNTRY Rate per Minute
- ---- ------- ---------------
387 Bosnia-Herzegovina $0.2101
267 Botswana $0.1687
55 Brazil $0.1350
55(C) Brazil (Cellular) $0.1612
1284 British Virgin Islands (NPA:284) $0.1533
673 Brunei $0.2018
673(C) Brunei (Cellular) $0.2160
359 Bulgaria $0.1972
359(C) Bulgaria (Cellular) $0.2461
226 Burkino Faso $0.3937
95 Burma/Myanmar $0.5116
257 Burundi $0.2694
257(C) Burundi (Cellular) $0.3425
855 Cambodia $0.5693
855(C) Cambodia (Cellular) $0.8035
237 Cameroon $0.3620
237(X) Cameroon (Audiotext) $0.4325
34 Canary Island $0.0794
238 Cape Verde Islands $0.3776
1345 Cayman Islands (NPA:345) $0.1206
236 Central African Republic $0.4146
235 Chad Republic $0.4275
235(C) Chad Republic (Cellular) $0.8065
56 Chile $0.0761
56(S) Chile (Special Services) $0.3125
86 China Prc $0.1650
86(1) China - Beijing $0.1390
86(21) China - Shanghai $0.1390
86(C) China (Cellular) $0.2017
61(9164) Christmas Island $0.0447
61(9162) Cocos-Kelling Island $0.0447
57 Colombia $0.1463
57(C) Colombia (Cellular) $0.1604
242 Congo Republic $0.5920
682 Cook Islands $0.6870
682(C) Cook Islands (Cellular) $1.2051
506 Costa Rica $0.1452
506(C) Costa Rica (Cellular) $0.2803
385 Croatia $0.1796
Billing Increments: 30 second initial/6 seconds increments
NOTE: Rates are subject to Change (7) days after the Effective Date
CONFIDENTIAL
<PAGE>
[Global Crossing] Logo
Carrier International
Terminating Rates
Prepared for
IDX Int'l
Effective Date (2/24/2000)
CODE COUNTRY Rate per Minute
- ---- ------- ---------------
53 Cuba $0.4800
357 Cyprus $0.1854
357(C) Cyprus (Cellular) $0.2832
42 Czech Republic $0.1437
42(S) Czech Republic (Special Services) $0.2539
45 Denmark $0.0374
45(C) Denmark (Cellular) $0.1463
246 Diego Garcia $03528
253 Djibouti Republic $0.5013
253(C) Djibouti Republic (Cellular) $0.7075
1767 Dominica (NPA:767) $0.3111
1809 Dominican Republic (NPA:809) $0.1001
1474 Dominican Republic (Audiotext)* $1.0000
593 Ecuador $0.3525
593(C) Ecuador (Cellular) $0.3825
20 Egypt $0.4013
20(C) Egypt (Cellular) $0.4039
503 El Salvador $0.1750
503(C) El Salvador (Cellular) $0.1879
240 Equatorial Guinea Republic $0.5314
291 Eritrea $0.7065
372 Estonia $0.1472
372(C) Estonia (Cellular) $0.3260
251 Ethiopia $0.5118
251(C) Ethiopia (Cellular) $0.8785
298 Faeroe Islands $0.1924
500 Falkland Islands $0.2679
679 Fiji Islands $0.4975
679(X) Fiji Islands (Audiotext) $0.6260
358 Finland $0.0502
358(C) Finland (Cellular) $0.0661
33 France $0.0378
33(C) France (Cellular) $0.2968
596 French Antilles/Martinique $0.2028
594 French Guiana $0.2194
689 French Polynesia $0.3011
241 Gabon Republic $0.2353
241(C) Gabon Republic (Cellular) $0.3685
220 Gambia $0.3167
Billing Increments: 30 second initial/6 seconds increments
NOTE: Rates are subject to Change (7) days after the Effective Date
CONFIDENTIAL
<PAGE>
[Global Crossing] Logo
Carrier International
Terminating Rates
Prepared for
IDX Int'l
Effective Date (2/24/2000)
CODE COUNTRY Rate per Minute
- ---- ------- ---------------
995 Georgia $0.2072
995(X) Georgia (Audiotext) $0.3975
49 Germany $0.0373
49(C) Germany (Cellular) $0.1160
233 Ghana $0.2100
223(C) Ghana (Cellular) $0.3905
350 Gibraltar $0.1130
686 Gilbert Island $0.5100
30 Greece $0.1322
30(C) Greece (Cellular) $0.1352
299 Greenland $0.2506
299(C) Greenland (Cellular) $0.3881
1473 Grenada (NPA:473) $0.3511
590 Guadeloupe $0.2106
671 Guam $0.0569
53 Guantanamo Bay $0.4800
502 Guatemala $0.1750
502(C) Guatemala (Cellular) $0.2942
224 Guinea $0.2224
245 Guinea Bissau $0.3325
245(C) Guinea Bissau (Cellular) $0.5915
592 Guyana $0.4876
592(X) Guyana (Audiotext) $0.7305
509 Haiti $0.3390
509(C) Haiti (Cellular) $0.5605
504 Honduras $0.3175
504(C) Honduras (Cellular) $0.3426
852 Hong Kong $0.0381
852(S) Hong Kong (Special Services) $0.1203
36 Hungary $0.1250
36(C) Hungary (Cellular) $0.1583
354 Iceland $0.0861
354(C) Iceland (Cellular) $0.1177
91 India $0.4650
91(S) India (Special Services) $0.5175
62 Indonesia $0.2128
871 Inmarsat (AOR) $3.0433
873 Inmarsat (IOR) $2.7823
872 Inmarsat (POR) $2.9492
Billing Increments: 30 second initial/6 seconds increments
NOTE: Rates are subject to Change (7) days after the Effective Date
CONFIDENTIAL
<PAGE>
[Global Crossing] Logo
Carrier International
Terminating Rates
Prepared for
IDX Int'l
Effective Date (2/24/2000)
CODE COUNTRY Rate per Minute
- ---- ------- ---------------
874 Inmarsat (WAT) $3.0520
98 Iran $0.4725
964 Iraq $0.6250
353 Ireland $0.0386
353(86-88) Ireland (Cellular) $0.1399
881(6) Iridium (6) $1.9325
881(7) Iridium (7) $1.9325
972 Israel $0.0696
972(5) Israel (Cellular) $0.1566
39 Italy $0.0556
39(33-36) Italy (Cellular) $0.3790
225 Ivory Coast $0.4797
1876 Jamaica (NPA:876) $0.3966
1876(C) Jamaica (Cellular)* $1.000
81 Japan $0.0500
81(3) Japan - Tokyo $0.0450
81(6) Japan - Osaka $0.0450
81(9) Japan - Okinawa $0.0450
81(O's) Japan (Cellular) $0.1261
81(M) Japan (Military) $0.0464
962 Jordan $0.3738
962(C) Jordan (Cellular) $0.3738
7(31-33) Kazakhstan $0.2270
254 Kenya $0.3768
686 Kiribati $0.5100
686(C) Kiribati (Cellular) $1.3110
965 Kuwait $0.3125
965(C) Kuwait (Cellular) $0.4245
996 Kyrgyzstan $0.2370
996(C) Kyrgyzstan (Cellular) $0.4275
856 Laos $0.4787
371 Latvia $0.2417
371(C) Latvia (Cellular) $0.2917
961 Lebanon $0.4025
961(C) Lebanon (Cellular) $0.4620
266 Lesotho $0.2316
231 Liberia $0.3094
231(C) Liberia (Cellular) $0.3240
218 Libya $0.2208
Billing Increments: 30 second initial/6 seconds increments
NOTE: Rates are subject to Change (7) days after the Effective Date
CONFIDENTIAL
EXHIBIT 10.35
[SATMEX logo]
CONTRATO NUM. 159-I
CONTRATO DE PRESTACION DEL SERVICIO INTERNACIONAL DE CONDUCCION DE SENALES POR
SATELITE A TRAVES DEL SISTEMA DE SATELITES MEXICANOS, QUE CELEBRAN POR UNA PARTE
SATELITES MEXICANOS, S. A. DE C. V., A QUIEN EN LO SUCESIVO SE LE DENOMINARA
"SATMEX", REPRESENTATADO EN ESTE ACTO POR EL ING. LAURO ANDRES GONZALEZ MORENO
EN SU CARACTER DE DIRECTOR GENERAL, Y POR LA OTRA VITACOM CORPORATION, A QUIEN
EN ADELANTE SE DENOMINARA "EL CLIENTE", REPRESENTADO POR EL SR. ROGER WILLIAM
KENT, EN SU CARACTER DE DIRECTOR GENERAL, DE CONFORMIDAD CON LAS DECLARACIONES Y
CLAUSULAS SIGUIENTES:
DECLARACIONES
I. "SATMEX" DECLARA:
I.1 Que es una Sociedad Anonima de Capital Variable debidamente constituida
conforme a las leyes mexicanas.
I.2 Que de conformidad con lo dispuesto en la Ley Federal de
Telecomunicaciones, y en el Reglamento de Comunicacion Via Satelite, se
concesiono en favor de "SATMEX", la ocupacion de las posiciones orbitales
geoestacionarias 109.2 [degrees], 113.0 [degrees] y 116.8 [degrees]
longitud oesle para la explotacion exclusiva de las bandas de frecuencia
"C" y "Ku" y los derechos de emision y recepcion de senales.
I.3 Que el Ing. Lauro Andres Gonzalez Moreno, en su caracter de Director
General, cuenta con las facultades suficientes para suscribir el presente
contrato.
I.4 Que reune las condiciones tecnicas y economicas para obligarse a la
prestacion del servicio objeto del presente contracto.
I.5 Que su Registro Federal de Contribuyentes es: SME-970626 MK5.
I.6 Que para el ejercicio y el cumplimiento de los derechos y obligaciones a su
cargo, mismas que se deriven de la celebracion del presente contrato,
senala como su domicilio, el ubicado en Blv. M. Avila Camacho No. 40 piso
23, Colonia Lomas de Chapultepec, Codigo Postal 11000, Mexico, D.F.
II. "EL CLIENTE" DECLARA:
II.1 Que es una Corporacion debidamente constituida bajo las leyes del Estado de
California, de los Estados Unidos de America.
II.2 Que el Sr. Roger William Kent, en su caracter de director general cuenta
con facultades suficientes para suscribir el presente contrato.
II.3 Que presenta copia certificada y simple de la documentacion senalada en las
declaraciones que anteceden, con el objeto de que sean cotejadas por
"SATMEX".
II.4 Que cualquier modificacion en su denominacion social y/o en el poder
otorgado a su director general, lo comunicara oportunamente y por escrito a
"SATMEX".
II.5 Que cumple con la legislacion aplicable en los paises comprendidos dentro
de la cobertura de la region Continental del satelite Satmex 5 en que
operara el servicio, y que ha obtenido de los entes regulatorios
correspondientes la(s) autorizacion (es) necesaria(s), para instalar,
operar o explotar la(s) estacion(es) terrena(s) transmisora(s) y/o
receptora(s).
II.6 Que acepta las Condiciones Generales de Suministro del Servicio de
Conduccion de Senales por Satelite a traves del Sistema de Satelites
Mexicanos, emitidas por "SATMEX" (anexo I), asi como el Anexo Tecnico
(anexo II), los cuales, debidamente firmados por las partes, corren
agregados al presente contrato, para formar parte integrante del mismo.
<PAGE>
II.7 Que conoce el marco legal establecido, en los ambitos nacional e
internacional, a que se encuentra sujeta la prestacion del servicio objeto
del presente contrato y se compromete a utilizar el servicio que le preste
"SATMEX" para cubrir sus necesidades de comunicacion, dentro de ese marco
legal.
II.8 Que senala como su domicilio, para los efectos de este contrato, el ubicado
en 1890 North Shoreline Blvd., Montain View, California 94043, Estados
Unidos de Norteamerica.
Efectuadas las declaraciones que anteceden, las partes convienen en contratar y
obligarse al tenor de las siguientes:
CLAUSULAS
PRIMERA - "SATMEX" se obliga a proporcionar a "EL CLIENTE" el servicio de
conduccion de senales por satelite a traves del Sistema de Satelites
Mexicanos, de conformidad con los terminos, condiciones, modalidades
tecnicas, legales y tarifarias contenidas en el presente contrato y en sus
anexos.
"EL CLIENTE" se obliga a tener un minimo de 36 MHz de capacidad contratada,
la cual en ningun momento podra ser inferior.
"EL CLIENTE" acepta que "SATMEX" unicamente proporcionara los servicios
objeto del presente contrato en las regiones que tenga cobertura el
satelite Satmex 5, y en los paises en los cuales "SATMEX" cuente con
el(los) permiso(s), autorizacion(es) o concesion(es) correspondiente(s)
para prestar servicios a traves del Sistema de Satelites mexicanos.
SEGUNDA. - "SATMEX" asignara a "EL CLIENTE", las frecuencias de acceso al
satelite y sus parametros de operacion respectivos, con base en los
calculos de enlace presentados por "EL CLIENTE" a "SATMEX" para cada
portadora de transmision y/o recepcion en que accesaran las estaciones
terrenas que conforman su red.
"SATMEX" podra modificar las frecuencias asignadas a "EL CLIENTE", por
causas justificadas o por movimientos de optimizacion del segmento especial
en el satelite correspondiente, para lo cual oportunamente dara aviso por
escrito de las modificaciones respectivas a "EL CLIENTE". "EL CLIENTE" se
obliga a realizar los cambios de ubicacion dentro del plazo que-se acuerde
conjuntamente y liberar las frecuencias anteriores.
El satelite, banda, ancho de banda, region de cobertura, transpondecor,
categoria del servicio, polarizacion, puntos de enlace, frecuencias del
satelite, parametros de operacion, ubicacion de las estaciones terrenas,
diametros de antena, se describen en el anexo tecnico y en cada uno los
anexos de Capacidad Satelital Adicional.
TERCERA. - "EL CLIENTE" podra contratar capacidad adicional a la senalada en la
clausula primera, previa suscripcion del anexo de Capacidad Satelital
Adicional respectivo, en el cual se especificara la vigencia del mismo, asi
como las caracteristicas tecnicas y tarifarias.
CUARTA. - "EL CLIENTE" se obliga a notificar a "SATMEX" por escrito, el (los)
nombre(s), puesto(s), domicilio(s), telefono(s) y facsimile (fax) del (los)
responsable(s) tecnico(s) que este(n) a cargo de la red satelital de su
empresa, a mas tardar dentro de los cinco (5) primeros dias habiles
posteriores a la firma del presente contracto, o cuando dichos responsables
cambien.
QUINTA. - "SATMEX" entregara a "EL CLIENTE" por escrito a la firma del presente
contrato o al momento que se suscriba el anexo respectivo de Capacidad
Satelital Adicional, las frecuencias de acceso al satelite y sus parametros
de operacion.
SEXTA. - "EL CLIENTE", accesara y ocupara el segmento especial contratado a
"SATMEX", con estaciones terrenas de su propiedad o bien estaciones que
formen parte de su red y sean propiedad de un tercero y se compromete a
utilizarlo exclusivamente para establecer la red de telecomunicaciones
descrita en el anexo tecnico y de Capacidad Satelital Adicional.
2
<PAGE>
SEPTIMA. - La(s) estacion(es) terrena(s) a traves de la(s) cual(es) se
proporcione el servicio, debera(n) satisfacer las especificaciones y
caracteristicas tecnicas establecidas por "SATMEX" para operar con el
Sistema de Satelites Mexicanos, debiendo cumplir entre otros, con la
recomendacion ITU-R S.580-5 y operar con sintetizadores de frecuencia
agiles y de pasos fraccionarios. Lo anterior se describira en la memoria
tecnica de la red que entregue "EL CLIENTE" a "SATMEX".
En el caso de que la(s) estacion(es) terrena(s) este(n) ubicada(s) en
territorio mexicano, debera(n) estar homologada(s) ante la Secretaria de
Comunicaciones y Transportes y "EL CLIENTE" entregara a dicha dependencia
la memoria tecnica de la red.
OCTAVA. - Para efectos de facturacion del servicio, esta iniciara a partir de la
firma del presente contrato y del anexo de Capacidad Satelital Adicional,
si "EL CLIENTE" con anterioridad ya habia realizado pruebas; en caso
contrario inicara a los tres (3) dias siguientes en que se firme el
presente contrato y el anexo respectivo de Capacidad Satelital Adicional.
En cualquiera de los dos supuestos anteriores (SATMEX) facturara, aun
cuando "EL CLIENTE" no contara con el equipo necesario para hacer uso del
segmento especial.
NOVENA. - "SATMEX" remitira al domicilio declarado por "EL CLIENTE", la factura
mensual del servicio contratado dentro de los primeros cinco (5) dias
habiles de cada mes, la cual se emitira por mes adelantado. La factura sera
calculada aplicando la tarifa correspondiente para el tipo de servicio
contratado y descrito en el anexo tecnico y en cada uno de los anexos de
Capacidad Satelital Adicional.
En caso de que "EL CLIENTE" no recibiere oportunamente la factura en su
domicilio, debera notificarlo al area de cobranzas de "SATMEX", para el
efecto de obtener los datos suficientes que le permitan efectuar
puntualmente su pago. Tal situacion no lo exime de su obligacion de pago.
DECIMA. - Si "EL CLIENTE" no estuviere de acuerdo con alguna factura emitida por
"SATMEX", debera presentar su solicitud de aclaracion y/o ajuste por
escrito a "SATMEX", exponiendo los motivos y fundamentos de su
inconformidad, a mas tardar dentro de los cinco (5) dias habiles siguientes
a la fecha de recepcion de la misma.
"EL CLIENTE" se obliga a prestar toda la ayuda necesaria a "SATMEX" para
que la factura correspondiente se corriji lo antes posible.
DECIMO PRIMERA. - "EL CLIENTE" se obliga a garantizar a "SATMEX" el cumplimiento
del presente contrato y cada uno de los pagos descritos en los anexos de
Capacidad Satelital Adicional y en el anexo tecnico por una cantidad
equivalente a tres (3) veces el monto mensual establecido en cada anexo,
mediante poliza de fianza, expedida por Institucion Mexicana debidamente
autorizada para ello a favor de "SATMEX".
"EL CLIENTE" queda obligado a entregar a "SATMEX" la garantia en cuestion,
en un plazo que no exceda de cinco (5) dias habiles posteriores a la firma
del presente contrato.
La fianza debera contener, en su caso las siguientes disposiciones expresas
por parte de la institucion que proporcione la garantia.
- Que la fianza, se otorga en los terminos de este contrato.
- Que en caso de que se modifique el anexo II o cualquiera de los anexos de
Capacidad Satelital Adicional, "EL CLIENTE" debera hacer los ajustes
necesarios en la garantia, dentro de los tres (3) dias habiles posteriores
al que se haga la modificacion.
- Que la fianza, estara vigente hasta el termino del presente contrato mas
sesenta (60) dias.
- Que se somete expresamente a la jurisdiccion y competencia de los
Tribunales Federales de la Ciudad de Mexico, renunciando al fuero que
pudiera corresponderle en razon de su domicilio presente, futuro o por
cualquier otra causa.
3
<PAGE>
- Que se somete expresamente al procedimiento de ejecucion previsto en los
articulos, 95bis y 118 de la Ley Federal de Instituciones de Fianzas.
DECIMO SEGUNDA. - "EL CLIENTE" se obliga a pagar a "SATMEX", por mensualidades
adelantadas, por el servicio objeto del presente contrato, la tarita
especificada en el anexo tecnico y en cada uno de los anexos de Capacidad
Satelital Adicional.
"EL CLIENTE" se compromete a realizar los pagos oportunamente, a mas tardar
el dia quince (15) de cada mes. Si "EL CLIENTE" deja de cubrir una 91)
mensualidad, el servicio sera suspendido. En su caso, para su reactivacion,
"EL CLIENTE" debera cubrir previamente los adeudos, intereses moratorios y
cargos por reconexion.
Cuando "EL CLIENTE" deje de cubrir mas de una (1) mensualidad, "SATMEX"
podra asignar la capacidad a otro interesado.
Las partes convienen en que cada una de ellas pagara los impuestos y
derechos que se generen a su cargo, de acuerdo con los ordenamientos
legales vigentes en sus respectivos paises.
DECIMO TERCERA. - Los intereses moratorios seran calculados con base en la tasa
que resulte de la suma de trest (3) veces la Prime Rate, emitida por el
Citibank de Nuerva York, en proporcion a los dias de atraso en el pago,
dividido entre doce (12) meses, sobra saldos insolutos de las cantidades
adeudadas mensualmente.
Dichos intereses se aplicarian a partir del dia siguiente de la fecha de
vencimiento del pago hasta que el mismo se reciba por "SATMEX".
DECIMO CUARTA. - "SATMEX", unicamente sera responsable, para efectos de
compensaciones, por las interrupciones del servicio en la parte
correspondiente al segmento espacial, instalaciones o equipos de su
propiedad, excepto por las causas establecidas en la CLAUSULA VIGESIMO
PRIMERA.
En caso de interrupcion en el suministro del servicio, "EL CLIENTE" debera
informarlo de inmediato al Centro de Control Satelital de "SATMEX", con la
finalidad de que se determine la causa, se corrija la falla y se
restablezca el servicio; asimismo, debera notificar por escrito a "SATMEX",
para que, en su caso y con base en el informe tecnico del Centro de
Control, se le haga la compensacion correspondiente, de acuerdo con lo
establecido en el anexo I.
"SATMEX" podra interrumpir el servicio, cuando sea necesario dar
mantenimiento a sus instalaciones o equipos, entre otros, en coordinacion
con "EL CLIENTE" sin que este tenga derecho a compensacion alguna. En
cualquier caso, "SATMEX" procurara que dichas interrupciones ocasionen el
menor perjuicio posible a "EL CLIENTE".
"SATMEX" no estara obligado a otorgar compensaciones por las interrupciones
en el servicio derivadas de la operacion de las estaciones terrenas a
TRAVES de las cuales se proporcione el servicio, que no esten autorizadas o
aprobadas tecnicamente y que causen interferencias.
DECIMO QUINTA. - La vigencia del presente contrato sera de tres (3) anos,
contados a partir de la fecha de su firma. La vigencia de la capacidad
satelital adicional se especificara en los anexos respectivos.
DECIMO SEXTA. - "SATMEX" podra dar por terminado en cualquier tiempo, el
presente contrato o cualquiera de los anexos de Capacidad Satelital
Adicional sin responsabilidad se su parte, por causes justificadas o por
razones debidamente motivadas y fundadas, dando aviso a "EL CLIENTE" con
treinta (30) dias habiles de anticipacion.
4
<PAGE>
"EL CLIENTE" podra cancelar parte de la capacidad establecida en la
clausula primera o en cualesquiera de los anexos de capacidad adicional o
dar por terminado el presente contrato o cualquiera de los anexos antes del
termino de la vigencia respectiva, notificandolo a "SATMEX" por escrito
cuando menos con treinta (30) dias habiles de anticipacion. La fecha de
cancelacion o terminacion, debera estar referida a mes calendario (ultimo
dia del mes) y para tal efecto, "EL CLIENTE" debera pagar a "SATMEX" en una
sola exhibicion y antes de que transcurra la fecha notificada por "EL
CLIENTE", el monto resultante de la diferencia entre lo efectivamente
pagado y la tarifa que corresponda mensualmente a contratos a un (1) ano,
por cada mes en que se haya proporcionada el servicio; adicionalmente
pagara en la misma fecha la cantidad que resulte mayor de:
a) - El veinte por ciento (20%) del total de pagos pendientes de devengar
desde la fecha de terminacion anticipada de este contrato hasta el final de
su vigencia originalmente pactada. En caso de que la notificacion se de
durante el ultimo tercio de la vigencia originalmente pactada, el
porcentaje se reducira al quince por ciento (15%), o bien
b) - La tarifa que corresponda mensualmente a contratos a un (1) ano, por cada
mes que reste para concluir el periodo originalmente contratado, sin
exceder de doce (12) meses.
En el supuesto de cancelacion parcial el pago citado se aplicara a la
capacidad afectada.
La cancelacion o terminacion anticipada de un servicio, no libera a "EL
CLIENTE" de adeudos anteriores ni de intereses moratorios.
"SATMEX" se reserva el derecho de asignar, a otro interesado, la capacidad
satelital liberada, por cancelacion o terminacion anticipada, a partir del
siguiente dia de la fecha de terminacion o cancelacion.
DECIMO SEPTIMA. - "SATMEX", podra rescindir el presente contrato o cualesquiera
de los anexos del mismo por alguna de las siguientes causas:
I.- Por cualquier tipo de transmision de los derechos y/o obligaciones
derivados del presente contrato, que "EL CLIENTE" haga a terceros, sin
contar con la autorizacion previa y por escrito de "SATMEX".
II.- Poque "EL CLIENTE" deje de pagar mas de una (1) factura mensual del
servicio o por tres (3) suspensiones del mismo en el termino de un (1) ano.
III.- Por no ajustarse a los parametros de acceso al SATELITE que le senale
"SATMEX".
IV.- Porque "EL CLIENTE" no otorgue en tiempo y forma la garantia a que
alude la CLAUSULA DECIMO PRIMERA.
V.- Por disolucion o liquidacion de "EL CLIENTE" o por ser declarado en
quiebra o suspension de pagos, o por encontrarse en cualesquiera de los
casos previstos en el articulo 2 [degrees] de La Ley de Quiebras y
Suspension de Pagos.
VI.- Porque "EL CLIENTE" no acepte la reubicacion que "SATMEX" le asigne
sobre la ubicacion en sus satelites.
VII.- En general, porque "EL CLIENTE" no cumpla con cualesquiera de las
obligaciones derivadas del presente contrato, asi como de sus anexos.
DECIMO OCTAVA. - Si "SATMEX" considera que "EL CLIENTE" has incurrido en alguna
de las causas de rescision consignadas en la clausula precedente, lo
comunicara por escrito a este para que, en un plazo que no exceda de quince
(15) dias habiles, exponga lo que a su derecho convenga respecto del
incumplimiento de su obligacion. Si transcurrido dicho plaza "EL CLIENTE"
no hace manifestacion alguna en su defensa, o si despues, de analizar las
razones aducidas por este, "SATMEX" estima que las mismas no son
satisfactorias, este ultimo emitira la resolucion que proceda.
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En caso de que "SATMEX" rescinda el presente contrato, "EL CLIENTE" se
obliga a realizar el pago establecido en la CLAUSULA DECIMO SEXTA.
DECIMO NOVENA.- "SATMEX" tendra la opcion de aplicar a "EL CLIENTE" penas
convencionales adicionales a las senaladas en la CLAUSULA DECIMO SEXTA,
cuando este no cumpla con cualesquiera de las obligaciones contenidas en
este contrato, mismas que no podran exceder del diez por ciento (10%) del
cobro total de cada mes, o solicitar a "EL CLIENTE" por el incumplimiento
de dichas obligaciones, el pago por los danos y perjuicios que se le
ocasionen a "SATMEX".
VIGESIMA. - El presente contrato no le confiere a "EL CLIENTE" ningun derecho de
utilizacion de marcas, patentes, nombre comercial o derechos de autor
propiedad de "SATMEX".
"SATMEX" no sera responsable de los danos y perjuicios causados a terceros
por violacion de patentes, marcas y derechos de autor o por la informacion
o actualizacion de las mismas que "EL CLIENTE" utilice.
VIGESIMO PRIMERA. - "SATMEX" no incurrira en responsabilidad alguna por danos y
perjuicios sufridos por "EL CLIENTE" o terceras personas, de forma
especifica mas no limitativa, por el atraso en la entrega, funcionamiento
deficiente o fallas que se legaran a presentar en el segmento espacial
objeto del presente contrato, asi como por interrupciones del servicio en
la parte correspondiente al segmento espacial o equipos de su propiedad,
derivados de caso fortuito o fuerza mayor.
VIGESIMO SEGUNDA. Las partes intervinientes en el presente contrato, se obligan
a conservar toda la informacion y documentacion intercambiada entre las
mismas, en virtud del cumplimiento y ejecucion del presente contrato, como
estrictamente confidencial, excepto: (i) si la misma es solicitad por
autoridad judicial o administrativa y/o (ii) si dicha informacion se
considera del conocimiento publico.
Las partes podran utilizar la informacion confidencial unicamente mediante
consentimiento previo y por escrito de la otra.
VIGESIMO TERCERA. - El presente contrato unicamente ampara el servicio prestado
por "SATMEX", comprometiendose "EL CLIENTE" a obtener por su cuenta
autorizacion o permiso cuyo otorgamiento sea facultad de las Dependencias
del Gobiemo Federal Mexicano o de los entes regulatorios correspondientes
en donde se encuentre(n) ubicada(s) la(s) estacion(es) terrena(s).
VIGESIMO CUARTA. - En caso de controversia sobre el cumplimiento, contenido,
interpretacion y alcance de las obligaciones en este contracto, asi como
para todo aquello que no este expresamente estipulado en el mismo, las
partes se someten a lo senalado en el ordenamiento civil vigente para el
Distrito Federal y a la jurisdiccion y competencia de los Tribunales
Federales de la Ciudad de Mexico, renunciando al fuero que pudiera
corresponderles en razon de su domicilio presente, futuro o por cualquier
otra causa.
El presente contrato se firma por duplicado, quedando un tanto en poder de cada
una de las partes, en la Ciudad de Mexico, el dia quince del mes de febrero de
mil novecientos noventa y nueve.
Por "SATMEX" POR "EL CLIENTE"
/s/Ing. Lauro Gonzalez Moreno /s/ Sr. Roger William Kent
ING. LAURO GONZALEZ MORENO SR. ROGER WILLIAM KENT
DIRECTOR GENERAL DIRECTOR GENERAL
6
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[SATMEX logo]
ANEXO I.
Cliente: VITACOM
CORPORATION
Contrato No. 159-I
SATELITES MEXICANOS, S.A. DE C.V.
CONDICIONES GENERALES DE SUMINISTRO DEL SERVICIO PERMANENTE DE CONDUCCION DE
SENALES POR SATELITE A TRAVES DEL SISTEMA DE SATELITES MEXICANOS.
Conforme a estas condiciones Satelites Mexicanos, S.A. de C.V., en adelante
SATMEX, prestara el servicio a traves de los satelites que tiene Concesionados
por el Gobiemo Federal Mexicano.
CAPITULO I.
DISPOSICIONES GENERALES.
ARTICULO 1o. El presente documento tiene por objeto establecer las condiciones
generales que regiran al servicio suministrado por SATMEX.
ARTICULO 2o. El servicio que proporcionara SATMEX, consistira en la conduccion
de senales por satelite en las bandas C y Ku del Sistema de
Satelites Mexicanos, con apego a lo dispuesto en su Titulo de
Concesion, en la Ley Federal de Telecomunicaciones, en el
Reglamento de Comunicacion Via Satelite, en la Ley Federal de
Radio y Television y su Reglamento, en la Constitucion y Convenio
de la UIT, en el Reglamento de las Telecomunicaciones
Internacionales, en los Tratados Internacionales que en la materia
hayan sido aprobados por el Senado de la Republica y demas
disposiciones administrativas en la materia.
ARTICULO 3o. Las definiciones do los termions tecnicos utitizados en los
contratos, convenios o acuerdos, deberan entenderse conforme a las
definiciones contenidas en los documentos ya senalados en el
articulo 2o. anterior, por las definiciones que en su caso emitan
los Sectores de Normalizacion de las Telecomunicaciones, de
Radiocomunicaciones y de Desarrollo de las Telecomunicaciones de
la UIT, asi como, por el Glosario de Terminos utilizados en las
Telecomunicaciones que edite la Secretaria de Comunicaciones y
Transportes a traves de la Comision Federal de Telecomunicaciones
y/o Telecomunicaciones de Mexico.
ARTICULO 4o. SATMEX proporcionara el servicio, a los clientes que lo requieran
para establecer enlaces de comunicaciones en territorio nacional o
en el extranjero. Sera responsabilidad de los clientes contar con
las concesiones, permisos o autorizaciones necesarios del Gobiemo
Federal Mexicano o de las autoridades en la materia de cada pais
por enlazar.
CAPITULO IL
DEL SUMINISTRO.
ARTICULO 5o. El servicio permanente se proporcionara con base a dos categorias
de acuerdo a su prioridad de continuidad en caso de contingencia o
talla parcial o total del SATELITE asignado, a saber:
SERVICIO NO INTERRUMPIBLE. - Es el servicio cuyo transpondedor
cuenta con amplificadores de respaldo y no se interrumpe para dar
prioridad a un servicio protegido, pero no cuenta, en caso de
faila, con proteccion inmediata en otro transpondedor o satelite.
SERVICIO INTERRUMPIBLE.-Es el servicio sujeto a requerirse en
cualquier momento por estar destinado a dar proteccion inmediata a
un servicio protegido e inclusive a un servicio no interrumpible,
por considerarse estos prioritarios. En su operacion normal, el
transpondedor cuenta con amplificadores de respaldo.
El Servicio protegido se proporciona exclusivamente para la
reserva de capacidad satelital del Estado.
Cada categoria del servicio permanente tiene una tarifa diferente,
la cual se define en el Manual Tarifario y Anexo Tecnico (anexo li
del contrato respectivo).
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El cliente, al solicitar el servicio, indicara a SATMEX la banda y
la categoria de servicio que desea contratar sin embargo, cada
categoria de servicio estara sujeta a la disponibilidad de la
capacidad de segmento espacial destinada a cada una de ellas al
momento de contratar. SATMEX indicara a los futuros clientes la
disponibilidad del segmento especial por categoria, sus precios y
condiciones en la prestacion del servicio.
El segmento especial destinado a servicios de seguridad nacional y
de beneficio social, tienen maxima prioridad sobre cualquier
categoria de servicio, en caso de contingencia, por lo que es
considerado un SERVICIO PROTEGIDO.
ARTICULO 6o. El segmento especial a traves del cual se proporcione el servicio
se asignara con base en las portadoras de informacion y
transmision para velocidades integradas estandarizadas, por
transpondedores completos o por tracciones de ancho de banda y/o
potencia de transpondedor, medidos en megahertz (Mhz) y decibeles
watt (dBw), respectivamente.
ARTICULO 7o. El cliente, al contratar el servicio, debera entregar una memoria
tecnica descriptiva de la red, de su topologia, de las estaciones
terrenas y sus equipos, de la tecnica de acceso al satelite, la
capacidad requerida y calculo de enlace para cada portadora,
conforme al formato que se le entregara previamente por SATMEX.
Asimismo, SATMEX proporcionara un manual tecnico de los satelites
a su cargo, con la informacion tecnica, coberturas, parametros de
transpondedores, de sitios, etcetera, necesarios para que el
cliente desarrolle su proyecto de red y realice los calculos de
diametros de antena y de enlace.
ARTICULO 8o. SATMEX, con base en la capacidad solicitada y a la informacion
tenica presentada por el cliente, asignara el satelite,
transpondedor, las frecuencias de transmision y recepcion,
polarizacion y sus parametros de operacion, tales como modulacion,
correccion de error en avance (fec), ancho de banda (Mhz),
potencias de estacion terrena y de satelite (dBw), para cada
portadora contratada.
Los sintetizadores de frecuencia de las estaciones terrenas del
cliente, deberan ser agiles y para pasos de kilohertz. No se
recomienda la operacion de equipos para frecuencias ajustables por
cristales o con limitaciones de sintonia, pues esto impide la
reubicacion del servicio en case de interferencias y tambien
podria redundar en mayoras consumos de ancho de banda con cargo al
cliente.
ARTICULO 9o. Los responsables tecnicos designados por el cliente para operar
las estaciones terrenas de su red satelital, no deberian exceder
los parametros nominales de acceso al satelite asignados a cada
portadora. El personal del Centro de Control Satelital Primario o
Alterno de SATMEX, al detectar excesos, coordinara de inmediato
con el responsable de la estacion terrea o de la red, las
correcciones que sean necesarias. En caso de que el cliente no
realice las correcciones necesarias, este se hara acreedor a
sanciones economicas por el uso de potencia o ancho de banda en
exceso, o bien, por danos causados a otros clientes.
La sancion economica sera por resultante de aplicar la tarifa mas
alta para el ancho de banda y/o potencia afectados y ademas, en su
caso, los montos de las compensaciones economicas que SATMEX cubra
al cliente(s) afectado(s). El pago de las sanciones economicas no
implica autorizacion para continuar operando el servicio fuera de
los parametros de acceso al satelite asignados.
Si el cliente, por confiabilidad en su(s) enlace(s) requiere
operar con mayor nivel de potencia del satelite, lo puede
solicitar a SATMEX (con calculos de enlace) para que, si existe la
posibilidad, se lo autorice, aplicando los ajustes
correspondientes en la factura.
El cliente incluira en la memoria tecnica de su red satelital,
para cada une de las estaciones terrenas que accesen a los
satelites a cargo de SATMEX, el(los) domicilio(s), responsables
tecnicos, numero(s) de telefono(s) y fax.
ARTICULO 10o. Los clientes, previamente al accesar al satelite, deberian
coordinar con el Centro de Control Satelital Primario o Alterno,
las pruebas tecnicas necesarias de sus estaciones terrenas, de
acuerdo al procedimiento y protocolo establecidos por SATMEX.
ARTICULO 11o. Las estaciones terrenas que no cumplan con las pruebas de
aislamiento, patron de radiacion u otro parametro que afecte o
pueda afectar obras senales o satelites, no podran ser autorizadas
a operar con los satelites sino hasta su correccion, sin que esto
implique responsabilidad a para SATMEX.
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Asimismo, si una estacion terrena ya aprobada, durante su
operacion produce interferencias a otras senales, esta debera
suspender su acceso al satelite hasta su total correccion. En este
caso el cliente debera dar todas las facilidades para que el
Centro de Control Primario o Alterno le asista para eliminar las
interferencias.
En caso de que el(los) responsable(s) de la estacion(es)
terrena(s) a traves de la(s) cual(es) se cursa el servicio no
atienda(n) oportunamente las indicaciones del Centro de Control
Satelital Primario o Alterno de SATMEX, para realizar la
correccion o desactivacion de la estacion terrena que este
produciendo la interferencia, el cliente pagara a SATMEX una multa
equivalente al uno por ciento (1%) de su tarifa mensual por cada
hora o fraccion por la demora, ademas de que debera paga a SATMEX
el equivalente de las compensaciones que esta tuviera que pagar a
otros clientes, como consecuencia de dicha interferencia.
El cliente se compromete a vigilar el estado operativo de las
estaciones terrenas y que estas no produzcan interferencias a sus
propias senales, a senales de otros clientas o a otros satelites.
ARTICULO 12o. Cuando un cliente sea afectado en sus senales por una
interferencia de origen desconocido o no determinado que no
permita su correccion inmediata, este tendra la opcion de ser
reubicado de inmediato a un espacio libre para dar continuidad a
sus comunicaciones.
Esto debera ser reportado de inmediato a las areas de monitoreo
del Centro de Control Satelital Primario o Alterno de SATMEX, para
que en coordinacion con el area de asignaciones, atienda y apoye
en las actividades de reubicacion. En su caso, SATMEX comunicara
al cliente las nuevas frecuencias y parametros de operacion, ya
sea de caracter temporal o definitivo.
Los gastos que implique el realizar las reubicaciones de
frecuencia en las estaciones terrenas, seran por cuenta del
cliente.
ARTICULO 13o. Cualquier modificacion en el servicio o cambio de ubicacion de las
estaciones terrenas, debera solicitarse a SATMEX con no menos de
treinta (30) dias habiles de anticipacion, debiendo incluir el
complemento de la memoria tecnica y los calculos de enlace para
las portadoras modificadas o nuevos sitios.
El cliente no debera realizar modificaciones en el servicio, sin
la coordinacion previa con SATMEX.
CAPITULO III.
DE LA CONTRATACION.
ARTICULO 14o. Para contratar el servicio, los clientes deberan contar con
concesion de red publica o permiso, de los previstos en los
articulos 24 y 31 de la Ley Federal de Telecomunicaciones,
respectivamente y conforme a lo establecido en el Reglamento de
Comunicacion Via Satelite. La obtencion de estos, ante las
autoridades correspondientes, sera por cuenta del cliente. Una
copia de este documento debera ser presentada a SATMEX para que se
incorpore al contrato de servicio como anexo.
ARTICULO 15o. Los derechos y obligaciones derivados de los contratos, podran ser
cedidos a terceros por el cliente, previa autorizacion, expresa y
por escrito de SATMEX. Para tal efecto, al interesado debera
suscribir y requisitar el contrato que corresponda.
CAPITULO IV.
FACTURACION.
ARTICULO 16o. Las cantidades que resulten de aplicar la tarifa al servicio
contratado se haran del conocimiento de los clientes mensualmente
en monto, forma, lugar y facha de pago, mediante una factura
oficial que debera mostrar el registro de pago en el banco. Dicha
factura, con un anexo que desglose los cargos aplicados, se
enviara al domicilio del cliente, declarado por este en el
contrato, o en el adendum respectivo.
ARTICULO 17o. La cantidad que senale la factura mensual por concepto de los
servicios suministrados, sera el resultado de aplicar las cuotas
de la tarifa correspondiente a la clase de servicio que se
contrate, de conformidad con lo previsto en el anexo II del
presente contrato.
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ARTICULO 18o. Cuando la magnitud de algunos de los conceptos que sirven de base
para la aplicacion de las cuotas de las tarifas, arroje fracciones
mayores a las establecidas en la tarifa, estos se convertiran a
valores de unidad, decimal o centesimal, elevandolas al numero
inmediato superior, segun corresponda.
ARTICULO 19o. Las facturas por concepto de la prestacion de servicios
permanentes, se formularan por periodos que correspondan a un mes
calendario, excepto cuando el inicio del servicio ocurra en un dia
intermedio del mes, en cuyo caso la factura inicial se formulara
por el monto correspondiente al numero de dias faltantes para
concluir dicho mes en que se proporcione el servicio.
CAPITULO V.
DE LOS PAGOS.
ARTICULO 20o. SATMEX entregara al cliente un manual que contiene las tarifas y
sus disposiciones generales registradas ante la Secretaria de
Comunicaciones y Transportes, que deben aplicarse a los diversos
servicios a su cargo.
ARTICULO 21o. Los clientes efectuaran los pagos a SATMEX, por concepto de la
prestacion de servicios por satelite a su cargo en las
instituciones bancarias autorizadas por SATMEX. Los servicios
deberan liquidarse a mas tardar en la fecha limite indicada en la
factura del mes en el que se proporcione el servicio.
Los clientes residentes en el extranjero, deberan cubrir los pagos
de sus facturas en el plazo que se indica en el parrafo anterior
del presente articulo y en la misma moneda en que esten
presentados dichos documentos, mediante transferencia bancaria a:
BANCO CITIBANK, N.A., 111 WALL STREET,
10043, NEW YORK, N.Y.
No. DE CUENTA: 36184091
BENEFICIARIO: SATELITES MEXICANOS, S.A. DE C.V.
No. DE ABA: 021000089.
CAPITULO VI.
DE LAS COMPENSACIONES.
ARTICULO 22o. SATMEX, unicamente sera responsable, para efectos de
compensaciones, por las interrupciones del servicio en la parte
correspondiente al segmento espacial o equipos de su propiedad,
excepto por causas de fuerza mayor o caso fortuito.
SATMEX, en ningun caso, tendra responsabilidad economica por danos
y perjuicios que ocasionen las interrupciones del servicio al
cliente o a terceros.
ARTICULO 23o. SATMEX no estara obligado a otorgar compensaciones por las
interrupciones en el servicio derivadas de la operacion de la(s)
estacion(es) terrena(s), no autorizada(s) o no aprobada(s)
tecnicamente que causen interferencias, asi como por la
suspension, parcial o total, de un servicio interrumpible por
brindar proteccion inmediata a un servicio protegido o no
interrumpible, los cuales tienen prioridad sobre este.
ARTICULO 24o. En caso de interrupcion en el suministro del servicio, el cliente
debera informarlo de inmediato al Centro de Control Satelital de
SATMEX, con la finalidad de que se determine la causa, sea
corregida la falla y se restablezca el servicio. Asimismo, se
obliga a notificar por escrito a SATMEX, para que, en su caso y
con base en el informe tecnico del Centro de Control, se le haga
la compensacion correspondiente.
Las compensaciones se tomaran en cuenta a partir de la fecha en la
que el Centro de Control Satelital de SATMEX emita el reporte de
confirmacion de las causes que originaron la interrupcion.
ARTICULO 25o. Las interrupciones en el suministro del servicio, imputables a
SATMEX, seran compensadas de la siguiente manera:
I.- Unicamente seran compensadas las interrupciones de tres (3)
horas continuas. La compensacion sera igual a la octava parte de
la facturacion correspondiente a un (1) dia. La fraccion de hora
se computara como hora completa.
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II.- SATMEX, no tomara en consideracion las peticiones de
compensacion cuando la interrupcion se deba a la negligencia del
cliente, o a una averia de los aparatos y equipos que no sean
propiedad de SATMEX y cuya conservacion y operacion no le
correspondan.
III.- Las compensaciones, cuando procedan, se acreditaran al
cliente en la cuenta a pagar del segundo y tercer mes subsecuentes
al mes en que ocurrio la interrupcion.
IV.- Las devoluciones solo procedan en los casos en que no sea
posible aplicar las compensaciones a ostros periodos o servicios
del cliente.
POR "SATMEX" POR "EL CLIENTE"
/s/ Ing. Lauro Gonzalez Moreno /s/ Sr. Roger William Kent
ING. LAURO GONZALEZ MORENO SR. ROGER WILLIAM KENT
DIRECTOR GENERAL DIRECTOR GENERAL
11
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[SATMEX logo]
ANEXO II
DATOS GENERALES
CLIENTE: VITACOM CORPORATION
DOMICILIO: 1890 NORTH SHORELINE BOULEVARD
CIUDAD: MONTAIN VIEW, CALIFORNIA C.P.: 94043
CONTRATO: 159-I FECHA: 15 DE FEBRERO DE 1999 PERIODO DE VIGENCIA: 3 ANOS
REP. LEGAL: SR. ROGER WILLIAM KENT
INFORMACION TECNICA DE CAPACIDAD ASIGNADA
TOPOLOGIA DE RED: PUNTO-PUNTO ANCHO DE BANDA: 27.00 MHz DEL 15/02/99 AL 31/07/99
36.00 MHz DEL 01/08/99 AL 14/02/02
EXPLOTACION: RED PRIVADA POTENCIA DEL TRANSPONDEDOR: 100%
SATELITE: SATMEX 5 BANDA: C CATEGORIA DEL SERVICIO: NO INTERRUMPIBLE
POSICION ORB: TRANSPONDEDOR: 5C
REGION: CONTINENTAL POLARIZACION: H/V
TELEPUERTO(S): MONTAIN VIEW, CALIFORNIA
TARIFA
CONTRATOS A: TRES ANOS ANOS CARGO MENSUAL
DEL 15/02/99 AL 31/07/99 $114,356.00
DOLARES AMERICANOS
DEL 01/08/99 AL 14/12/02 $138,254.00
DOLARES AMERICANOS
INICIO DE PERIODO: 15 DE FEBRERO DE 1999 FIN DE PERIODO: 14 DE FEBRERO DE 2002
OBSERVACIONES:
"SATMEX" CONTARA CON UN PLAZO HASTA EL 1 DE ABRIL DE 1999 PARA MODIFICAR LA
POSICION ORBITAL DEL SATELITE SATMEX5, POR LO QUE EN EL SUPUESLO DE QUE
"SATMEX" TOME ESTA DECISION, "EL CLIENTE" SE OBLIGA A REALIZAR LOS CAMBIOS
NECESARIOS REQUERIDOS POR "SATMEX" PARA CONTINUAR CON LA PRESTACION DEL
SERVICIO.
FECHA: MEXICO, D.F., A 15 DE FEBRERO DE 1999
POR "SATMEX" POR "EL CLIENTE"
/s/ Ing. Lauro Gonzalez Moreno /s/ Roger William Kent
ING. LAURO GONZALEZ MORENO SR. ROGER WILLIAM KENT
DIRECTOR GENERAL DIRECTOR GENERAL
12
EXHIBIT 10.38
AMENDMENT NO. 2 TO LOAN AND NOTE PURCHASE AGREEMENT
Amendment No. 2 to Loan and Note Purchase Agreement (the "Amendment")
is entered into as of this 5 day of April, 2000 by and among eGlobe, Inc., a
Delaware corporation ("Parent"), eGlobe Financing Corporation, a Delaware
corporation ("eGlobe Financing"), IDX Financing Corporation, a Delaware
corporation ("IDX Financing"), Telekey Financing Corporation, a Delaware
corporation ("Telekey Financing" and together with eGlobe Financing and IDX
Financing, the "Financing Companies"), eGlobe/Coast, Inc., a Delaware
corporation ("eGlobe/Coast") and EXTL Investors, LLC, a Nevada limited liability
corporation ("EXTL Investors").
WHEREAS, Parent, the Financing Companies and EXTL Investors entered
into a Loan and Note Purchase Agreement dated April 9, 1999, as amended by a
letter agreement dated June 16, 1999 and as further amended by Amendment No. 1
to Loan and Note Purchase Agreement dated as of June 30, 1999 (collectively, the
"Note Purchase Agreement"), pursuant to which the Financing Companies originally
borrowed $20 million from EXTL Investors as evidenced by a certain 5% secured
note dated as of June 30, 1999 (the "Secured Notes") and a certain revolving
note dated as of June 30, 1999 based on the balance of accounts receivable (the
"A/R Note");
WHEREAS, as prepayment (the "Prepayment") of $4 million under the
Secured Notes, Parent issued to EXTL Investors 40 shares of its 6% Series J
Cumulative Convertible Preferred Stock and appropriate notations were made on
the Secured Notes reflecting such Prepayment;
WHEREAS, on December 2, 1999, Coast International, Inc. ("Coast")
merged with and into eGlobe/Coast pursuant to the terms of an Agreement and Plan
of Merger dated November 29, 1999 among Parent, eGlobe/Coast, Coast and the
stockholders of Coast, as a result of which eGlobe/Coast was the surviving
company and remained a wholly owned subsidiary of Parent (the "Coast Merger");
WHEREAS, prior to the Coast Merger and pursuant to a certain Revolving
Credit Note Agreement dated March 5, 1999, Special Investment Risks, LLC, Nevada
limited liability company ("Special Investment") has lent to Coast an aggregate
principal amount of $3,250,000 as evidenced by a promissory note, a copy of
which is attached hereto as Exhibit A ("Special Investment Note");
WHEREAS, in connection with the consummation of the Coast Merger,
eGlobe/Coast assumed Coast's obligations to repay all amounts due and payable
under the Special Investment Note, whether at maturity, by acceleration or
otherwise, in accordance with the terms of the Special Investment Note;
<PAGE>
WHEREAS, EXTL Investors and Special Investment are each affiliates of
Ronald Jensen;
WHEREAS, EXTL Investors has consented to eGlobe/Coast's assumption of
the obligations under the Special Investment Note and has agreed to permit
Parent and the Financing Companies to guarantee the Special Investment Note and
to secure such guarantee and to waive its rights to require Parent to cause
eGlobe/Coast to convey to one of the Financing Companies the assets described in
Exhibit G-2 of the Note Purchase Agreement on the condition that eGlobe/Coast
guarantee repayment of the Secured Notes and the A/R Note and secure such
guarantee as hereinafter set forth; and
WHEREAS, the parties desire to make certain amendments to the Note
Purchase Agreement intended to give the Special Investment Note the full benefit
of certain of the security arrangements contained therein and in the security
agreements and other documents referred to therein and to further secure the
Secured Notes and the A/R Note.
NOW THEREFORE, the parties hereto do hereby agree as follows:
1. Capitalized terms used herein and not defined herein shall have the
meaning ascribed to them in the Note Purchase Agreement. All terms and
provisions of the Note Purchase Agreement, as amended hereby, shall continue in
full force and effect, and are hereby confirmed in all respects.
2. EXTL Investors hereby acknowledges that in connection with the
Coast Merger that eGlobe/Coast assumed Coast's obligations to repay all amounts
due and payable under the Special Investment Note, whether at maturity, by
acceleration or otherwise, in accordance with the terms of the Special
Investment Note and hereby consents to such assumption. EXTL Investors hereby
consents to (i) Parent and the Financing Companies guaranteeing repayment of the
Special Investment Note, (ii) the Financing Companies granting a security
interest to Special Investment in the assets described in Exhibit G-1 of the
Note Purchase Agreement and (iii) eGlobe/Coast granting a security interest to
Special Investment in the assets described in Exhibit G-2 of the Note Purchase
Agreement.
3. EXTL Investors hereby waives its right under Section 1.2(f) of the
Note Purchase Agreement to require Parent to convey or cause its subsidiaries to
convey to the Financing Companies, during the period in which the Secured Notes
and the A/R Note are outstanding, the assets acquired in the Coast Merger and
which are described in Exhibit G-2 of the Note Purchase Agreement.
4. eGlobe/Coast shall guarantee the repayment of the Secured Notes and
the A/R Note by entering into a Guaranty (the "eGlobe/Coast Guaranty")
substantially in the form attached hereto as Exhibit B for the benefit of EXTL
Investors.
2
<PAGE>
5. eGlobe/Coast shall grant a security interest in those of its assets
which are described in Exhibit G-2 of the Note Purchase Agreement to each of
EXTL Investors and Special Investment (collectively, the "Investors") in
proportion to all amounts due and payable under each of the Secured Notes, the
A/R Note and the Special Investment Note by entering into a Security Agreement
(the "eGlobe/Coast Security Agreement") substantially in the form attached
hereto as Exhibit C. In the event that any of eGlobe/Coast's assets described in
Exhibit G-2 of the Note Purchase Agreement are already encumbered by an
Encumbrance that is not prohibited under the Note Purchase Agreement, it is
intended that the Investors would receive a second priority security interest in
such assets to the extent permitted by the documents evidencing the first
security interest, and eGlobe/Coast and the Parent agree to use all reasonable
efforts to obtain such consents as may be necessary from the holders of such
first security interests to allow a second security interest to be placed on
such assets for the benefit of the Investors.
6. Parent and the Financing Companies shall guarantee the repayment of
the Special Investment Note by entering into a Guaranty (the "eGlobe Guaranty")
substantially in the form attached hereto as Exhibit D for the benefit of
Special Investment.
7. The Financing Companies shall grant a security interest in those of
their assets which are described in Exhibit G-1 of the Note Purchase Agreement
to EXTL Investors and Special Investment in proportion to all amounts due and
payable under each of the Secured Notes, the A/R Note and the eGlobe Guaranty by
amending and restating the Security Agreement substantially in the form attached
hereto as Exhibit E.
8. This Amendment No. 2 to Loan and Note Purchase Agreement may be
executed in several counterparts, each of which is an original, but all of which
together constitute one and the same agreement.
9. All corporate law matters arising under this Amendment No. 2 to
Loan and Note Purchase Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware, and all other matters arising
under this Agreement shall be governed by and construed in accordance with the
laws of the State of Texas, in each case regardless of the laws that might
otherwise govern under applicable principles of conflicts of law. Each of the
parties consents to the jurisdiction of the federal courts whose districts
encompass any part of the State of Texas or the state courts of the State of
Texas in connection with any dispute arising under this Amendment No. 2 to Loan
and Note Purchase Agreement and hereby waives, to the maximum extent permitted
by law, any objection, including any objection based on forum non conveniens, to
the bringing of any such proceeding in such jurisdictions.
3
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first set forth above.
EGLOBE, INC.
By:
-------------------------------------
Name/Title:
------------------------------
EGLOBE FINANCING CORPORATION
By:
-------------------------------------
Name/Title:
------------------------------
IDX FINANCING CORPORATION
By:
-------------------------------------
Name/Title:
------------------------------
TELEKEY FINANCING CORPORATION
By:
-------------------------------------
Name/Title:
------------------------------
EGLOBE/COAST, INC.
By:
-------------------------------------
Name/Title:
------------------------------
EXTL INVESTORS, LLC
By:
-------------------------------------
Name/Title:
------------------------------
4
EXHIBIT 10.39
CONSENT AND AGREEMENT
This Consent and Agreement (the "Agreement") is entered into as of
this 5 day of April, 2000 by and between eGlobe/Coast, Inc., a Delaware
corporation ("eGlobe/Coast") and Special Investment Risks, LLC, Nevada limited
liability company ("Special Investment").
WHEREAS, on December 2, 1999, Coast International, Inc. ("Coast")
merged with and into eGlobe/Coast pursuant to the terms of an Agreement and Plan
of Merger dated November 29, 1999 among eGlobe, Inc., a Delaware corporation
("Parent"), eGlobe/Coast, Coast and the stockholders of Coast, as a result of
which eGlobe/Coast was the surviving company and remained a wholly owned
subsidiary of Parent (the "Coast Merger");
WHEREAS, prior to the Coast Merger and pursuant to a certain Revolving
Credit Note Agreement dated March 5, 1999 by and between Coast and Special
Investment (the "Credit Agreement"), Special Investment has lent to Coast an
aggregate principal amount of $3,250,000 as evidenced by a promissory note, a
copy of which is attached hereto as Exhibit A ("Special Investment Note");
WHEREAS, in connection with the consummation of the Coast Merger,
eGlobe/Coast assumed Coast's obligations to repay all amounts due and payable
under the Special Investment Note, whether at maturity, by acceleration or
otherwise, in accordance with the terms of the Special Investment Note;
WHEREAS, Parent, eGlobe Financing Corporation, a Delaware corporation
("eGlobe Financing"), IDX Financing Corporation, a Delaware corporation ("IDX
Financing"), Telekey Financing Corporation, a Delaware corporation ("Telekey
Financing" and together with eGlobe Financing and IDX Financing, the "Financing
Companies"), and EXTL Investors, LLC, a Nevada limited liability corporation
("EXTL Investors") entered into a Loan and Note Purchase Agreement dated April
9, 1999, as amended by a letter agreement dated June 16, 1999 and as further
amended by Amendment No. 1 to Loan and Note Purchase Agreement dated as of June
30, 1999 and as further amended by Amendment No. 2 to Loan and Note Purchase
Agreement dated as of the date hereof (collectively, the "Note Purchase
Agreement"), pursuant to which the Financing Companies originally borrowed $20
million from EXTL Investors as evidenced by a certain 5% secured note dated as
of June 30, 1999 (the "Secured Notes") and a certain revolving note dated as of
June 30, 1999 based on the balance of accounts receivable (the "A/R Note");
WHEREAS, as prepayment (the "Prepayment") of $4 million under the
Secured Notes, Parent issued to EXTL Investors 40 shares of its 6% Series J
Cumulative Convertible Preferred Stock and appropriate notations were made on
the Secured Notes reflecting such Prepayment;
<PAGE>
WHEREAS, EXTL Investors and Special Investment are each affiliates of
Ronald Jensen;
WHEREAS, Special Investment has agreed to permit eGlobe/Coast to
guarantee the Secured Notes and the A/R Note and to secure such guarantee and to
waive any event of default that may have occurred as a result of the Coast
Merger on the conditions that Parent and the Financing Companies guarantee
repayment of the Special Investment Note and the Financing Companies secure such
guarantee as hereinafter set forth and that eGlobe/Coast secure the Special
Investment Note as hereinafter set forth.
NOW THEREFORE, the parties do hereby agree as follows:
1. Capitalized terms used herein and not defined herein shall have the
meaning ascribed to them in the Credit Agreement. All terms and provisions of
the Credit Agreement, as amended hereby, shall continue in full force and
effect, and are hereby confirmed in all respects.
2. Special Investment hereby consents to the Coast Merger effective as
of the "effective date" of the Coast Merger, acknowledges that in connection
with the Coast Merger eGlobe/Coast assumed Coast's obligations to repay all
amounts due and payable under the Special Investment Note, whether at maturity,
by acceleration or otherwise, in accordance with the terms of the Special
Investment Note and hereby consents to such assumption. Special Investment
hereby waives any events of default which may have occured under the Credit
Agreement as a result of the Coast Merger.
3. Special Investment hereby consents to the following guarantee and
security arrangements:
a. eGlobe/Coast's guarantee of the repayment of the Secured Notes and
the A/R Note by entering into a Guaranty (the "eGlobe/Coast Guaranty")
substantially in the form attached hereto as Exhibit B for the benefit of
EXTL Investors;
b. eGlobe/Coast's grant of a security interest in those of its assets
which are described in Exhibit G-2 of the Note Purchase Agreement to each
of EXTL Investors and Special Investment (collectively, the "Investors") in
proportion to all amounts due and payable under each of the Secured Notes,
the A/R Note and the Special Investment Note by entering into a Security
Agreement (the "eGlobe/Coast Security Agreement") substantially in the form
attached hereto as Exhibit C. In the event that any of eGlobe/Coast's
assets described in Exhibit G-2 of the Note Purchase Agreement are already
encumbered by an Encumbrance that is not prohibited under the Note Purchase
Agreement or the Credit Agreement, it is intended that the
2
<PAGE>
Investors would receive a second priority security interest in such assets
to the extent permitted by the documents evidencing the first security
interest, and eGlobe/Coast and the Parent agree to use all reasonable
efforts to obtain such consents as may be necessary from the holders of
such first security interests to allow a second security interest to be
placed on such assets for the benefit of the Investors;
c. Parent and the Financing Companies' guarantee of the repayment of
the Special Investment Note by entering into a Guaranty (the "eGlobe
Guaranty") substantially in the form attached hereto as Exhibit D for the
benefit of Special Investment; and
d. The Financing Companies' grant of a security interest in those of
their assets which are described in Exhibit G-1 of the Note Purchase
Agreement to EXTL Investors and Special Investment in proportion to all
amounts due and payable under each of the Secured Notes, the A/R Note and
the eGlobe Guaranty by amending and restating the Security Agreement
substantially in the form attached hereto as Exhibit E.
4. To the extent that the covenants set forth in the Credit Agreement
are inconsistent with the covenants set forth in the Note Purchase Agreement,
the Credit Agreement shall be amended so as to provide that so long as the
covenants in the Note Purchase Agreement are complied with no default shall be
deemed to have occurred under the Credit Agreement.
5. In the event that an Event of Default (as defined in the Note
Purchase Agreement) is deemed to have occurred and is continuing after any
applicable grace period under the Note Purchase Agreement which results in the
acceleration of the Secured Notes and the A/R Note or which results in EXTL
Investors accelerating the stated maturity thereof in accordance with the Note
Purchase Agreement, it shall also be deemed an event of default under the Credit
Agreement and acceleration of the stated maturity of the Special Investment
Note.
6. This Consent and Agreement shall constitute an amendment to the
Credit Agreement and the Special Investment Note.
7. All corporate law matters arising under this Agreement shall be
governed by and construed in accordance with the laws of the State of Delaware,
and all other matters arising under this Agreement shall be governed by and
construed in accordance with the laws of the State of Texas, in each case
regardless of the laws that might otherwise govern under applicable principles
of conflicts of law. Each of the parties consents to the jurisdiction of the
federal courts whose districts encompass any part of the State of Texas or the
state courts of the State of Texas in connection with any dispute arising under
this Agreement and hereby waives, to the maximum extent permitted by law, any
3
<PAGE>
objection, including any objection based on forum non conveniens, to the
bringing of any such proceeding in such jurisdictions.
4
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Consent and Agreement as
of the date first set forth above.
EGLOBE/COAST, INC.
By:
-------------------------------------
Name/Title:
------------------------------
SPECIAL INVESTMENT RISKS, LLC
By:
-------------------------------------
Name/Title:
------------------------------
5
EXHIBIT 10.40
SECURITY AGREEMENT
THIS SECURITY AGREEMENT (this "Agreement"), dated as of April 5 , 2000, is
made and entered into by and among EGLOBE/COAST, INC., a corporation organized
under the laws of Delaware (the "Company"), EXTL INVESTORS, LLC, a limited
liability company organized under the laws of Nevada ("EXTL Investors"), SPECIAL
INVESTMENT RISKS, LLC, a limited liability company organized under the laws of
Nevada ("Special Investment" and together with EXTL Investors, the "Secured
Parties") and EXTL INVESTORS, LLC, as collateral agent (with its successors, the
"Collateral Agent").
WITNESSETH:
WHEREAS, eGlobe Financing Corporation, a Delaware corporation ("eGlobe
Financing") and a wholly owned subsidiary of eGlobe, Inc., a Delaware
corporation (the "Parent"), IDX Financing Corporation, a Delaware corporation
and a wholly owned subsidiary of IDX International, Inc., a wholly owned
subsidiary of the Parent ("IDX Financing"), and Telekey Financing Corporation, a
Delaware corporation and a wholly owned subsidiary of Telekey, Inc., a wholly
owned subsidiary of the Parent ("Telekey Financing" and together with eGlobe
Financing and IDX Financing, the "Financing Companies"), issued and sold to EXTL
Investors as of June 30, 1999, and EXTL Investors purchased from the Financing
Companies, the Financing Companies' 5% Secured Notes (the "Secured Notes") and
the Financing Companies executed and delivered a revolving note based on the
balance of accounts receivable (the "A/R Note"), pursuant to the terms and
conditions of the Loan and Note Purchase Agreement dated April 9, 1999 by and
among eGlobe Financing, the Parent, and EXTL Investors, as amended by a letter
agreement dated June 16, 1999, Amendment No. 1 to the Loan and Note Purchase
Agreement dated as of June 30, 1999 and Amendment No. 2 to the Loan and Note
Purchase Agreement dated as of the date hereof (as amended, the "Loan and Note
Purchase Agreement"); and
WHEREAS, on December 2, 1999, Coast International, Inc. ("Coast") merged
with and into the Company pursuant to the terms of an Agreement and Plan of
Merger dated November 29, 1999 among Parent, the Company, Coast and the
stockholders of Coast, as a result of which the Company was the surviving
company and remained a wholly owned subsidiary of Parent (the "Coast Merger");
WHEREAS, prior to the Coast Merger and pursuant to a certain Revolving
Credit Note Agreement dated March 5, 1999, Special Investment has lent to Coast
an aggregate principal amount of $3,250,000 as evidenced by a promissory note
(the "Special Investment Note"); and
<PAGE>
WHEREAS, in connection with the consummation of the Coast Merger, the
Company assumed Coast's obligations to repay all amounts due and payable under
the Special Investment Note, whether at maturity, by acceleration or otherwise,
in accordance with the terms of the Special Investment Note; and
WHEREAS, the Company is guaranteeing the payment and performance by the
Financing Companies of obligations under the Loan and Note Purchase Agreement as
more fully set forth in the Guaranty dated as of the date hereof for the benefit
of EXTL Investors (the "Guaranty"); and
WHEREAS, in connection with the Company's assumption of the obligations
under the Special Investment Note and EXTL Investors' waiver of its right under
the Loan and Note Purchase Agreement to cause the Parent to convey to one of the
Financing Companies the assets acquired in the Coast Merger, the Secured Parties
desire to obtain from the Company and the Company desires to provide to the
Secured Parties a security interest in the collateral more particularly
described below; and
WHEREAS, capitalized terms used in this Agreement and not otherwise defined
herein shall have the meanings given such terms in the Loan and Note Purchase
Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. GRANT OF SECURITY INTEREST. For the purpose of securing the
Obligations (as defined below), the Company hereby grants to the Secured Parties
for their ratable benefit (subject to Section 6(a) hereof) a security interest
in all equipment and other tangible personal property of the Company which is
movable or which are fixtures and which are used or bought for use primarily in
the Company's business, whether now owned or hereafter acquired and wherever
located, together with all proceeds and products thereof and accessions
therefor, including without limitation the equipment and other property
described on Schedule 1 hereto, in each case only to the extent that the grant
by the Company of a security interest pursuant to this Agreement would not
violate any Material Contract (as defined in the Loan and Note Purchase
Agreement) (collectively, the "Collateral"); provided, however, that should the
prohibition on the grant of a security interest under a Material Contract be
extinquished, such security interest shall immediately attach to such
Collateral.
2. THE OBLIGATIONS. The obligations secured hereby shall include (a) the
due and punctual payment of all obligations under the Guaranty, (b) the due and
punctual payment (pursuant to the terms of the Special Investment Note) of the
principal, interest and any other amounts payable in respect of the Special
2
<PAGE>
Investment Note, (c) all attorney's fees, court costs and expenses of whatever
kind incident to the collection of any of said indebtedness or other obligations
and the enforcement and protection of the security interest created hereby and
(d) the performance of all obligations under the Loan and Note Purchase
Agreement where the failure to perform would constitute an Event of Default
thereunder (collectively, the "Obligations").
3. PRIORITY OF SECURITY INTERESTS IN THE COLLATERAL.
(a) Notwithstanding anything herein to the contrary, and irrespective
of the time, order or method of attachment or perfection of the liens and
security interests granted in the Collateral, or the time or order of filing or
recording of financing statements or other liens, mortgages or security
interests, and irrespective of anything contained in any filing or agreement to
which the Secured Parties may now or hereafter be a party, the Secured Parties
hereby agree that the respective liens and security interests of the Secured
Parties in the Collateral shall be equal and none of the Secured Parties shall
have any priority over the other with regard to the Collateral, except in
accordance with the provisions of this Agreement.
(b) The foregoing pari passu nature of the Secured Parties' interests
in the Collateral shall continue in full force and effect notwithstanding any
one or more of the following: (1) any release by any Secured Party of all or any
part of the Collateral now or hereafter subject to the respective liens of the
Secured Parties, except with respect to any Collateral so released; (2) any
Insolvency Proceeding (as defined below) affecting the Company; (3) any change,
waiver, extension, compromise, settlement, indulgence, or other action or
omission in respect of the Obligations or the security interests in the
Collateral; (4) the supplementing, modification or amendment, whether material
or otherwise, of any of the instruments creating the Obligations or the Secured
Parties' interests in the Collateral; (5) the renewal, rearrangement,
modification, replacement, substitution, consolidation, extension or novation of
any of the Obligations or the Secured Parties' interests in the Collateral; and
(6) the fact that any Obligation owed to any Secured Party or any claim for such
Obligation is modified, subordinated, avoided or disallowed, in whole or in
part, in any Insolvency Proceeding. As used herein, "Insolvency Proceeding"
shall mean any insolvency or receivership proceeding, or any proceeding under
the Federal Bankruptcy Code, or any other proceeding under any other bankruptcy
or insolvency laws or other laws relating to the relief of debtors or the
readjustment, extension or composition of debts, and which is brought by or
against the Company and any assignment for the benefit of creditors or
agreements for forbearance, readjustment of indebtedness, collateral pooling,
liquidation, reorganization or similar arrangement, whether judicial or
non-judicial, for payment of debts.
3
<PAGE>
4. APPOINTMENT OF COLLATERAL AGENT. Each Secured Party, separately, does
hereby appoint EXTL Investors and EXTL Investors accepts such appointment, to
act as the Collateral Agent under this Agreement and to perform the duties of
the Collateral Agent described herein. EXTL Investors shall serve as the
Collateral Agent for so long as this Agreement remains in effect, unless EXTL
Investors resigns as Collateral Agent, in its sole discretion, by providing
prior written notice to Special Investment and to the Company. A resignation by
EXTL Investors as the Collateral Agent shall be effective immediately upon the
appointment of a replacement Collateral Agent as provided hereafter. In the
event of a resignation of EXTL Investors as Collateral Agent, EXTL Investors,
acting in its individual capacity, shall promptly appoint, a replacement to
serve as Collateral Agent. Upon the appointment of a successor Collateral Agent,
EXTL Investors shall have no further rights or obligations under this Agreement
other than as a Secured Party hereunder.
5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents
and warrants as follows:
(a) Except as set forth on Schedule 1 hereto, the Company is the owner
of the Collateral and has good and marketable title to the Collateral free
and clear of any liens, security interests, claims and encumbrances except
for those in favor of the Secured Parties and those previously disclosed in
writing to the Secured Parties, contingent or otherwise.
(b) The addresses set forth on Schedule 1 hereto are all of the
locations of all Collateral.
(c) The execution and delivery of this Agreement and the financing
statements delivered in connection herewith by the Company do not conflict
with or violate any Law (including, without limitation, any judgment or
injunction) applicable to the Company or its assets or properties or any
contract or security agreement to which the Company is a party or by which
its assets or properties are encumbered.
6. COVENANTS. The Company covenants and agrees as follows:
(a) Except with the prior written consent of the Collateral Agent, the
Company will not grant or permit to exist any liens or security interests
other than (i) those created by this Agreement, (ii) Permitted Liens
pursuant to the Loan and Note Purchase Agreement, and (iii) Encumbrances
not prohibited by Section 4.9 of the Loan and Note Purchase Agreement, to
attach to any of the Collateral, nor permit any of the Collateral to be
levied upon under any legal or private process. To the extent that an item
of Collateral is subject to a Permitted Lien or an Encumbrance not
prohibited by such Section 4.9 of the Loan and Note Purchase Agreement, or
is included
4
<PAGE>
in Schedule 1 hereto as an exception pursuant to Section 3(a), the lien
created by this Agreement is intended to be junior in lien and effect to
such liens and encumbrances, but only if such junior lien is not prohibited
by the terms of any agreement relating to any such liens or encumbrances.
If any such agreement does prohibit such junior lien, then such item of
Collateral shall not be subject to the security interest contemplated by
this Agreement. The Company shall use all reasonable efforts to obtain such
consents, waivers or amendments as may be necessary or appropriate to
permit such junior lien, and upon obtaining the same to reflect that such
item of Collateral shall be subject to the security interest contemplated
by this Agreement. The Company shall promptly notify the Collateral Agent
of any default or alleged default by the Company under any lien prior to
the lien created by this Agreement on the Collateral, or any portion
thereof.
(b) The Company will not permit any of the Collateral to be removed
from the location specified on Schedule 1, except for temporary periods in
the normal and customary use thereof, without the prior written consent of
the Collateral Agent, and will permit the Collateral Agent to inspect the
Collateral at any reasonable time following reasonable advance notice from
the Collateral Agent to the Company.
(c) If any of the Collateral is equipment of a type normally used in
more than one state or country (whether or not actually so used), the
Company will contemporaneously herewith furnish the Collateral Agent a list
of the states and countries wherein such equipment is or will be used, and
hereafter will notify the Collateral Agent in writing of any other states
and countries in which such equipment is so used.
(d) The Company will not sell, exchange, lease or otherwise dispose of
any of the Collateral or any interest therein without the prior written
consent of the Collateral Agent, except for any items of Collateral which
become obsolete or which, in the Company's reasonable judgment, is no
longer useful in the conduct of the Company's business, or which is
replaced by other Collateral, unless such sale, exchange, lease or other
disposition is on an arm's length basis for fair value and in the ordinary
course of business.
(e) The Company will, in all material respects, maintain, preserve and
keep the Collateral (whether owned in fee or a leasehold interest) in good
repair and working order, reasonable wear and tear excepted, and from time
to time will make all necessary repairs, replacements, renewals and
additions so that at all times the economic efficiency thereof will be
maintained and will pay and discharge all taxes, levies and other
impositions levied thereon as well as the cost of repairs to or maintenance
of same. If the Company fails to pay such sums, the Collateral Agent may do
so for the
5
<PAGE>
Company's accounts and add the amount thereof to the other amounts secured
hereby.
(f) The Company will defend the Collateral against the claims and
demands of all persons.
(g) The Company will pay to the Secured Parties all amounts secured
hereby as and when the same shall be due and payable, whether at maturity,
by acceleration or otherwise, and such payments shall be made in accordance
with the terms of the Guaranty or the Special Investment Note, as the case
may be.
(h) The Company shall carry and maintain in full force and effect, at
all times with financially sound and reputable institutions, insurance in
such forms and amounts and against such risks as may be reasonable and
prudent in the circumstances for a company holding the assets it holds and
as may be required by applicable Laws. The Company assigns to the
Collateral Agent on behalf of the Secured Parties all right to receive
proceeds of insurance not exceeding the amounts secured hereby, directs any
insurer to pay all such proceeds directly to the Collateral Agent, and
appoints the Collateral Agent the Company's attorney in fact to endorse any
draft or check from such insurer made payable to the Company in order to
collect the benefits of such insurance. The Company will, to the extent
permitted by such insurance policies, add the Collateral Agent on behalf of
the Secured Parties as an additional insured thereunder. If an event of
default (as defined under the Secured Notes, the A/R Note and the Special
Investment Note to which a Secured Party is owed repayment) has occurred
and is continuing, any money received by the Collateral Agent under said
policies may be applied to the payment of any indebtedness secured hereby,
whether or not due and payable, otherwise said money shall be delivered by
the Collateral Agent to the Company for the purpose of repairing or
restoring the Collateral. If the Company fails to keep the Collateral
insured as required above, the Collateral Agent shall have the right to
obtain such insurance at the Company's expense and add the cost thereof to
the other amounts secured hereby.
(i) The Company will file, and pay all costs of filing, such
financing, continuation and termination statements with respect to the
security interests created hereby as the Collateral Agent may reasonably
request, and the Collateral Agent is authorized to do all things that it
deems necessary to perfect and continue perfection of the security
interests created hereby.
(j) The Company shall deliver to the Collateral Agent, on a monthly
basis, reports certified by its chief financial officer or treasurer
indicating whether any additional lien or security interest has been
created
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<PAGE>
with respect to the Collateral, indicating the type of lien or security
interest and describing the obligation secured, or stating that no
additional lien has been created.
(k) The Company shall take or cause to be taken such further actions,
shall execute, deliver, and file or cause to be executed, delivered, and
filed such further documents and instruments, and shall obtain such
consents as may be necessary or as the Collateral Agent may reasonably
request to effectuate the purposes, terms, and conditions of this
Agreement.
7. RIGHTS AND REMEDIES WITH RESPECT TO THE COLLATERAL.
(a) The Secured Parties hereby agree that the Collateral Agent shall manage
the Collateral as the Collateral Agent, in its sole discretion, considers
appropriate under the circumstances and consistent with the terms of this
Agreement and the Collateral Agent shall have no liability to any Secured Party
for, and each Secured Party hereby waives any claim which it may now or
hereafter have against the Collateral Agent arising out of, any or all actions
which the Collateral Agent, without gross negligence or willful misconduct on
its part, takes or omits to take with respect to the Collateral or any portion
or proceeds thereof. As between the Secured Parties, and in accordance with the
provisions of this Agreement, the Collateral Agent shall have sole authority to
manage the Collateral on behalf of the Secured Parties, and none of the Secured
Parties shall take any action with respect to the management of the Collateral
without the prior written consent of the Collateral Agent.
(b) Each of the Secured Parties agrees to notify the Collateral Agent and
the other Secured Parties promptly after becoming aware of the occurrence of an
event of default (which has not been cured within any applicable cure period)
under the Secured Notes, the A/R Note and the Special Investment Note to which
it is owed repayment. If an event of default occurs under the Secured Notes, the
A/R Note and the Special Investment Note and the affected Secured Party wishes
to commence foreclosure, liquidation or similar action with respect to any of
the Collateral, the Collateral Agent shall commence such foreclosure,
liquidation or similar action. The Secured Parties agree that the Collateral
Agent shall have the sole authority to sell, lease, liquidate or otherwise
dispose of the Collateral on behalf of the Secured Parties, and to exercise any
and all other rights and remedies of the Secured Parties with respect thereto.
Each Secured Party agrees that no action with respect to the enforcement of its
security interest in the Collateral or any other action or exercise of any other
rights against the Collateral shall be taken except by and through the
Collateral Agent.
8. SHARING OF THE PROCEEDS OF THE COLLATERAL. Any items of Collateral and
any proceeds from the sale, lease, liquidation, or other disposition of, or as a
result of the Secured Parties' liens and security interests in, any of the
Collateral,
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at any time or from time to time, received or obtained by the Collateral Agent
shall be held in trust for the benefit of the Secured Parties and shall be
applied and made available to the Secured Parties as follows:
(a) First, to pay all costs and expenses, including reasonable
attorney's fees, incurred by the Collateral Agent or the Secured Parties in
connection with the management, sale, liquidation or other disposition or
realization of the Collateral;
(b) Then, to the Secured Parties for application toward the payment of
the then outstanding Obligations owed to each Secured Party, which arise
pursuant to the Secured Notes, the A/R Note and the Special Investment Note,
pro-rata; provided, however, that no amounts shall be disbursed by the
Collateral Agent to a Secured Party which exceed the amount of the Obligations
actually owed to such Secured Party; and
(c) Then, the balance, if any, to be returned to the Company.
9. RELEASE OF SECURITY INTEREST. Upon payment in full of all Obligations,
the Secured Parties shall release the security interest created hereby and shall
execute and deliver to the Company such termination statements and other
agreements and documents as the Company may reasonably request to evidence such
payment and release.
10. POWER OF ATTORNEY. The Company hereby constitutes EXTL Investors as
the Company's attorney-in-fact with power, upon the occurrence and during the
continuance of an event of default (as defined under the Secured Notes, the A/R
Note and the Special Investment Note to which a Secured Party is owed
repayment), to do all acts and things necessary or desirable to enforce the
Secured Parties' rights under this Agreement. This power of attorney is coupled
with an interest and is irrevocable until all of the Obligations are paid in
full.
11. NOTICES. All notices and other communications given or made pursuant
hereto shall be in writing and shall be deemed to have been duly given or made
as of the date delivered, mailed or transmitted, and shall be effective upon
receipt, if delivered personally, mailed by registered or certified mail
(postage prepaid, return receipt requested) to the parties at the following
addresses (or at such other address for a party as shall be specified by like
changes of address) or sent by electronic transmission to the telecopier number
specified below:
(a) If to the Company:
eGlobe/Coast, Inc.
14303 W. 95th Street
Lenexa, Kansas 66215
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Telecopier No.: 202-882-8984
Attention: President
(b) If to EXTL Investors or the Collateral Agent:
EXTL Investors, LLC
850 Cannon, Suite 200
Hurst, TX 76054
Telecopier No.: 817-428-3899
Attention: Ronald Jensen
(c) If to Special Investment:
Special Investment Risks, LLC
850 Cannon, Suite 200
Hurst, TX 76054
Telecopier No.: 817-428-3899
Attention: Ronald Jensen
12. HEADINGS. The headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement.
13. SEVERABILITY. If any term or other provision of this Agreement is
invalid, illegal or incapable of being enforced by any rule of law or public
policy, all other conditions and provisions of this Agreement shall nevertheless
remain in full force and effect so long as the economic or legal substance of
the transactions contemplated hereby is not affected in any manner materially
adverse to any party. Upon such determination that any term or other provision
is invalid, illegal or incapable of being enforced, the parties hereto shall
negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible in an acceptable manner to the end
that transactions contemplated hereby are fulfilled to the extent possible.
14. ENTIRE AGREEMENT. This Agreement (together with the Schedules
delivered pursuant hereto, the Loan and Note Purchase Agreement and the
Revolving Credit Note Agreement, as referred to or incorporated herein)
constitutes the entire agreement of the parties and supersedes all prior
agreements and undertakings, both written and oral, between the parties, or any
of them, with respect to the subject matter hereof, except as otherwise
expressly provided herein, are not intended to confer upon any other person any
rights or remedies hereunder.
15. SPECIFIC PERFORMANCE. The transactions contemplated by this Agreement
are unique. Accordingly, each of the parties acknowledges and agrees that, in
addition to all other remedies to which it may be entitled, each of the
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parties hereto is entitled to a decree of specific performance, provided such
party is not in material default hereunder.
16. ASSIGNMENT. Neither this Agreement nor any of the rights, interests or
obligations hereunder shall be assigned by any of the parties hereto (whether by
operation of law or otherwise) without the prior written consent of the other
parties. Subject to the preceding sentence, this Agreement shall be binding
upon, inure to the benefit of and be enforceable by the parties and their
respective successors and assigns.
17. THIRD PARTY BENEFICIARIES. This Agreement shall be binding upon and
inure solely to the benefit of each party hereto, and nothing in this Agreement,
express or implied, is intended to or shall confer upon any other person any
right, benefit or remedy of any nature whatsoever under or by reason of this
Agreement.
18. FEES AND EXPENSES. Except as otherwise provided for in this Agreement,
each party hereto shall pay its own fees, costs and expenses incurred in
connection with this Agreement and in the preparation for and consummation of
the transactions provided for herein.
19. AMENDMENT. This Agreement may not be amended except by an instrument
in writing signed by the parties hereto.
20. CONSENT REQUIRED. Any term, covenant, agreement or condition of this
Agreement may, with the consent of the Company, be amended or compliance
therewith may be waived (either generally or in particular instance and either
retroactively or prospectively), if the Company shall have obtained the consent
in writing of the Secured Parties.
21. GOVERNING LAW. All corporate law matters arising under this Agreement
shall be governed by and construed in accordance with the laws of the State of
Delaware, and all other matters arising under this Agreement shall be governed
by and construed in accordance with the laws of the State of Texas, in each case
regardless of the laws that might otherwise govern under applicable principles
of conflicts of law. Each of the parties consents to the jurisdiction of the
federal courts whose districts encompass any part of the State of Texas or the
state courts of the State of Texas in connection with any dispute arising under
this Agreement and hereby waives, to the maximum extent permitted by law, any
objection, including any objection based on forum non conveniens, to the
bringing of any such proceeding in such jurisdictions.
Notwithstanding the foregoing, it is the intention of the parties that, to
the extent local law would govern with respect to Collateral located in a
particular jurisdiction, this Agreement shall create a security interest,
floating charge or similar grant of rights under such local law with respect to
Collateral located in such jurisdiction.
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22. COUNTERPARTS. This Agreement may be executed and delivered in one or
more counterparts, and by the different parties hereto in separate counterparts,
each of which when executed and delivered shall be deemed to be an original but
all of which taken together shall constitute one and the same agreement.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the Company and the Secured Parties have caused this
Agreement to be executed as of the date first above written.
EGLOBE/COAST, INC.
By:
---------------------------
Title:
------------------------
Address: 14303 W. 95th Street
Lenexa, Kansas 66215
EXTL INVESTORS, LLC
By:
---------------------------
Title:
------------------------
Address: 850 Cannon, Suite 200
Hurst, TX 76054
SPECIAL INVESTMENT RISKS, LLC
By:
---------------------------
Title:
------------------------
Address:
----------------------
----------------------
EXTL INVESTORS, LLC, as Collateral Agent
By:
---------------------------
Title:
------------------------
Address: 850 Cannon, Suite 200
Hurst, TX 76054
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SCHEDULE 1
Collateral, Location, Title Exceptions
COLLATERAL DESCRIPTION:
See Attachment A
COLLATERAL LOCATION:
All collateral owned by the Company is located at:
14303 W. 95th Street
Lenexa, Kansas 66215
TITLE EXCEPTIONS:
None
EXHIBIT 10.41
AMENDED AND RESTATED SECURITY AGREEMENT
THIS AMENDED AND RESTATED SECURITY AGREEMENT (this "Agreement"), dated as
of April 5, 2000, is made and entered into by and among EGLOBE FINANCING
CORPORATION, a Delaware corporation ("eGlobe Financing"), IDX FINANCING
CORPORATION, a Delaware corporation ("IDX Financing"), and TELEKEY FINANCING
CORPORATION, a Delaware corporation ("Telekey Financing" and together with
eGlobe Financing and IDX Financing, the "Financing Companies"), and EXTL
INVESTORS, LLC, a limited liability company organized under the laws of Nevada
("EXTL Investors"), SPECIAL INVESTMENT RISKS, LLC, a limited liability company
organized under the laws of Nevada ("Special Investment" and together with EXTL
Investors, the "Secured Parties") and EXTL INVESTORS, LLC, as collateral agent
(with its successors, the "Collateral Agent").
WITNESSETH:
WHEREAS, the Financing Companies issued and sold to EXTL Investors as of
June 30, 1999, and EXTL Investors purchased from the Financing Companies, the
Financing Companies' 5% Secured Notes (the "Secured Notes") and the Financing
Companies executed and delivered a revolving note based on the balance of
accounts receivable (the "A/R Note"), pursuant to the terms and conditions of
the Loan and Note Purchase Agreement dated April 9, 1999 by and among eGlobe
Financing, eGlobe, Inc., a Delaware corporation (the "Parent"), and EXTL
Investors, as amended by a letter agreement dated June 16, 1999, Amendment No. 1
to the Loan and Note Purchase Agreement dated as of June 30, 1999 and Amendment
No. 2 to the Loan and Note Purchase Agreement dated as of the date hereof (as
amended, the "Loan and Note Purchase Agreement"); and
WHEREAS, in connection with the Loan and Note Purchase Agreement, the
Financing Companies and EXTL Investors entered into a Security Agreement dated
as of June 30, 1999 (the "Security Agreement") pursuant to which the Financing
Companies granted EXTL Investors a security interest in certain of their assets
as security for the Secured Notes and the A/R Note; and
WHEREAS, on December 2, 1999, Coast International, Inc. ("Coast") merged
with and into eGlobe/Coast, Inc., a Delaware corporation ("eGlobe/Coast"),
pursuant to the terms of an Agreement and Plan of Merger dated November 29, 1999
among Parent, eGlobe/Coast, Coast and the stockholders of Coast, as a result of
which eGlobe/Coast was the surviving company and remained a wholly owned
subsidiary of Parent (the "Coast Merger");
WHEREAS, prior to the Coast Merger and pursuant to a certain Revolving
Credit Note Agreement dated March 5, 1999, Special Investment has lent to Coast
<PAGE>
an aggregate principal amount of $3,250,000 as evidenced by a promissory note
(the "Special Investment Note"); and
WHEREAS, in connection with the consummation of the Coast Merger,
eGlobe/Coast assumed Coast's obligations to repay all amounts due and payable
under the Special Investment Note, whether at maturity, by acceleration or
otherwise, in accordance with the terms of the Special Investment Note; and
WHEREAS, the Financing Companies are guaranteeing the payment and
performance by eGlobe/Coast of obligations under the Special Investment Note as
more fully set forth in the Guaranty dated as of the date hereof for the benefit
of Special Investment (the "Guaranty"); and
WHEREAS, in connection with eGlobe/Coast's assumption of the obligations
under the Special Investment Note and EXTL Investors' waiver of its right under
the Loan and Note Purchase Agreement to cause the Parent to convey to one of the
Financing Companies the assets acquired in the Coast Merger, the Secured Parties
desire to obtain from the Financing Companies and the Financing Companies desire
to amend and restate the Security Agreement to provide to all of the Secured
Parties a security interest in the collateral more particularly described below;
and
WHEREAS, capitalized terms used in this Agreement and not otherwise defined
herein shall have the meanings given such terms in the Loan and Note Purchase
Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. GRANT OF SECURITY INTEREST. For the purpose of securing the
Obligations (as defined below), each Financing Company hereby grants to the
Secured Parties for their ratable benefit (subject to Section 6(a) hereof) a
security interest in all equipment and other tangible personal property of such
Financing Company which is movable or which are fixtures and which are used or
bought for use primarily in such Financing Company's business, whether now owned
or hereafter acquired and wherever located, together with all proceeds and
products thereof and accessions therefor, including without limitation the
equipment and other property described on Schedule 1 hereto, in each case only
to the extent that the grant by such Financing Company of a security interest
pursuant to this Agreement would not violate any Material Contract (as defined
in the Loan and Note Purchase Agreement) (collectively, the "Collateral");
provided, however, that should the prohibition on the grant of a security
interest under a Material Contract be extinquished, such security interest shall
immediately attach to such Collateral.
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2. THE OBLIGATIONS. The obligations secured hereby shall include (a) the
due and punctual payment (in cash or in Parent Common Stock, pursuant to the
terms of the Secured Notes, the A/R Note and the Loan and Note Purchase
Agreement) of the principal, interest and any other amounts payable in respect
of the Secured Notes and the A/R Note, (b) the due and punctual payment of all
obligations under the Guaranty, (c) all attorney's fees, court costs and
expenses of whatever kind incident to the collection of any of said indebtedness
or other obligations and the enforcement and protection of the security interest
created hereby and (d) the performance of all obligations under the Loan and
Note Purchase Agreement where the failure to perform would constitute an Event
of Default thereunder (collectively, the "Obligations").
3. PRIORITY OF SECURITY INTERESTS IN THE COLLATERAL.
(a) Notwithstanding anything herein to the contrary, and irrespective
of the time, order or method of attachment or perfection of the liens and
security interests granted in the Collateral, or the time or order of filing or
recording of financing statements or other liens, mortgages or security
interests, and irrespective of anything contained in any filing or agreement to
which the Secured Parties may now or hereafter be a party, the Secured Parties
hereby agree that the respective liens and security interests of the Secured
Parties in the Collateral shall be equal and none of the Secured Parties shall
have any priority over the other with regard to the Collateral, except in
accordance with the provisions of this Agreement.
(b) The foregoing pari passu nature of the Secured Parties' interests
in the Collateral shall continue in full force and effect notwithstanding any
one or more of the following: (1) any release by any Secured Party of all or any
part of the Collateral now or hereafter subject to the respective liens of the
Secured Parties, except with respect to any Collateral so released; (2) any
Insolvency Proceeding (as defined below) affecting the Company; (3) any change,
waiver, extension, compromise, settlement, indulgence, or other action or
omission in respect of the Obligations or the security interests in the
Collateral; (4) the supplementing, modification or amendment, whether material
or otherwise, of any of the instruments creating the Obligations or the Secured
Parties' interests in the Collateral; (5) the renewal, rearrangement,
modification, replacement, substitution, consolidation, extension or novation of
any of the Obligations or the Secured Parties' interests in the Collateral; and
(6) the fact that any Obligation owed to any Secured Party or any claim for such
Obligation is modified, subordinated, avoided or disallowed, in whole or in
part, in any Insolvency Proceeding. As used herein, "Insolvency Proceeding"
shall mean any insolvency or receivership proceeding, or any proceeding under
the Federal Bankruptcy Code, or any other proceeding under any other bankruptcy
or insolvency laws or other laws relating to the relief of debtors or the
readjustment, extension or composition of debts, and which is brought by or
against the Company and any assignment for the benefit of creditors or
agreements for forbearance, readjustment of indebtedness, collateral pooling,
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<PAGE>
liquidation, reorganization or similar arrangement, whether judicial or
non-judicial, for payment of debts.
4. APPOINTMENT OF COLLATERAL AGENT. Each Secured Party, separately, does
hereby appoint EXTL Investors and EXTL Investors accepts such appointment, to
act as the Collateral Agent under this Agreement and to perform the duties of
the Collateral Agent described herein. EXTL Investors shall serve as the
Collateral Agent for so long as this Agreement remains in effect, unless EXTL
Investors resigns as Collateral Agent, in its sole discretion, by providing
prior written notice to Special Investment and to the Company. A resignation by
EXTL Investors as the Collateral Agent shall be effective immediately upon the
appointment of a replacement Collateral Agent as provided hereafter. In the
event of a resignation of EXTL Investors as Collateral Agent, EXTL Investors,
acting in its individual capacity, shall promptly appoint, a replacement to
serve as Collateral Agent. Upon the appointment of a successor Collateral Agent,
EXTL Investors shall have no further rights or obligations under this Agreement
other than as a Secured Party hereunder.
5. REPRESENTATIONS AND WARRANTIES OF THE FINANCING COMPANIES. Each
Financing Company represents and warrants as follows:
(a) Except as set forth on Schedule 1 hereto, such Financing Company
is the owner of the Collateral and has good and marketable title to the
Collateral free and clear of any liens, security interests, claims and
encumbrances except for those in favor of the Secured Parties and those
previously disclosed in writing to the Secured Parties, contingent or
otherwise.
(b) The addresses set forth on Schedule 1 hereto are all of the
locations of all Collateral.
(c) The execution and delivery of this Agreement and the financing
statements delivered in connection herewith by such Financing Company do
not conflict with or violate any Law (including, without limitation, any
judgment or injunction) applicable to such Financing Company or its assets
or properties or any contract or security agreement to which such Financing
Company is a party or by which its assets or properties are encumbered.
6. COVENANTS. Each Financing Company covenants and agrees as follows:
(a) Except with the prior written consent of the Collateral Agent,
such Financing Company will not grant or permit to exist any liens or
security interests other than (i) those created by this Agreement, (ii)
Permitted Liens pursuant to the Loan and Note Purchase Agreement, and (iii)
Encumbrances not prohibited by Section 4.9 of the Loan and Note Purchase
Agreement, to attach to any of the Collateral, nor permit any of the
Collateral to be levied upon under
4
<PAGE>
any legal or private process. To the extent that an item of Collateral is
subject to a Permitted Lien or an Encumbrance not prohibited by such
Section 4.9 of the Loan and Note Purchase Agreement, or is included in
Schedule 1 hereto as an exception pursuant to Section 3(a), the lien
created by this Agreement is intended to be junior in lien and effect to
such liens and encumbrances, but only if such junior lien is not prohibited
by the terms of any agreement relating to any such liens or encumbrances.
If any such agreement does prohibit such junior lien, then such item of
Collateral shall not be subject to the security interest contemplated by
this Agreement. Such Financing Company shall use all reasonable efforts to
obtain such consents, waivers or amendments as may be necessary or
appropriate to permit such junior lien, and upon obtaining the same to
reflect that such item of Collateral shall be subject to the security
interest contemplated by this Agreement. Such Financing Company shall
promptly notify the Collateral Agent of any default or alleged default by
such Financing Company under any lien prior to the lien created by this
Agreement on the Collateral, or any portion thereof.
(b) Such Financing Company will not permit any of the Collateral to be
removed from the location specified on Schedule 1, except for temporary
periods in the normal and customary use thereof, without the prior written
consent of the Collateral Agent, and will permit the Collateral Agent to
inspect the Collateral at any reasonable time following reasonable advance
notice from the Collateral Agent to such Financing Company.
(c) If any of the Collateral is equipment of a type normally used in
more than one state or country (whether or not actually so used), such
Financing Company will contemporaneously herewith furnish the Collateral
Agent a list of the states and countries wherein such equipment is or will
be used, and hereafter will notify the Collateral Agent in writing of any
other states and countries in which such equipment is so used.
(d) Except as contemplated by the Loan and Note Purchase Agreement,
such Financing Company will not sell, exchange, lease or otherwise dispose
of any of the Collateral or any interest therein without the prior written
consent of the Collateral Agent, except for any items of Collateral which
become obsolete or which, in such Financing Company's reasonable judgment,
is no longer useful in the conduct of such Financing Company's business, or
which is replaced by other Collateral, unless such sale, exchange, lease or
other disposition is on an arm's length basis for fair value and in the
ordinary course of business.
(e) Such Financing Company will, in all material respects, maintain,
preserve and keep the Collateral (whether owned in fee or a leasehold
interest) in good repair and working order, reasonable wear and tear
excepted, and from time to time will make all necessary repairs,
replacements, renewals and additions so that at all times the economic
efficiency thereof will be maintained
5
<PAGE>
and will pay and discharge all taxes, levies and other impositions levied
thereon as well as the cost of repairs to or maintenance of same. If such
Financing Company fails to pay such sums, the Collateral Agent may do so
for such Financing Company's accounts and add the amount thereof to the
other amounts secured hereby.
(f) Such Financing Company will defend the Collateral against the
claims and demands of all persons.
(g) Such Financing Company will pay to the Secured Parties all amounts
secured hereby as and when the same shall be due and payable, whether at
maturity, by acceleration or otherwise, and such payments shall be made in
cash or in Parent Common Stock in accordance with the terms of the Notes or
the Guaranty, as the case may be.
(h) Such Financing Company shall carry and maintain in full force and
effect, at all times with financially sound and reputable institutions,
insurance in such forms and amounts and against such risks as may be
reasonable and prudent in the circumstances for a company holding the
assets it holds and as may be required by applicable Laws. Such Financing
Company assigns to the Collateral Agent on behalf of the Secured Parties
all right to receive proceeds of insurance not exceeding the amounts
secured hereby, directs any insurer to pay all such proceeds directly to
the Collateral Agent, and appoints the Collateral Agent such Financing
Company's attorney in fact to endorse any draft or check from such insurer
made payable to such Financing Company in order to collect the benefits of
such insurance. Such Financing Company will, to the extent permitted by
such insurance policies, add the Collateral Agent on behalf of the Secured
Parties as an additional insured thereunder. If an event of default (as
defined under the Secured Notes, the A/R Note and the Special Investment
Note to which a Secured Party is owed repayment) has occurred and is
continuing, any money received by the Collateral Agent under said policies
may be applied to the payment of any indebtedness secured hereby, whether
or not due and payable, otherwise said money shall be delivered by the
Collateral Agent to such Financing Company for the purpose of repairing or
restoring the Collateral. If such Financing Company fails to keep the
Collateral insured as required above, the Collateral Agent shall have the
right to obtain such insurance at such Financing Company's expense and add
the cost thereof to the other amounts secured hereby.
(i) Such Financing Company will file, and pay all costs of filing,
such financing, continuation and termination statements with respect to the
security interests created hereby as the Collateral Agent may reasonably
request, and the Collateral Agent is authorized to do all things that it
deems necessary to perfect and continue perfection of the security
interests created hereby.
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(j) Such Financing Company shall deliver to the Collateral Agent, on a
monthly basis, reports certified by its chief financial officer or
treasurer indicating whether any additional lien or security interest has
been created with respect to the Collateral, indicating the type of lien or
security interest and describing the obligation secured, or stating that no
additional lien has been created.
(k) Such Financing Company shall take or cause to be taken such
further actions, shall execute, deliver, and file or cause to be executed,
delivered, and filed such further documents and instruments, and shall
obtain such consents as may be necessary or as the Collateral Agent may
reasonably request to effectuate the purposes, terms, and conditions of
this Agreement.
7. RIGHTS AND REMEDIES WITH RESPECT TO THE COLLATERAL.
(a) The Secured Parties hereby agree that the Collateral Agent shall
manage the Collateral as the Collateral Agent, in its sole discretion, considers
appropriate under the circumstances and consistent with the terms of this
Agreement and the Collateral Agent shall have no liability to any Secured Party
for, and each Secured Party hereby waives any claim which it may now or
hereafter have against the Collateral Agent arising out of, any or all actions
which the Collateral Agent, without gross negligence or willful misconduct on
its part, takes or omits to take with respect to the Collateral or any portion
or proceeds thereof. As between the Secured Parties, and in accordance with the
provisions of this Agreement, the Collateral Agent shall have sole authority to
manage the Collateral on behalf of the Secured Parties, and none of the Secured
Parties shall take any action with respect to the management of the Collateral
without the prior written consent of the Collateral Agent.
(b) Each of the Secured Parties agrees to notify the Collateral Agent
and the other Secured Parties promptly after becoming aware of the occurrence of
an event of default (which has not been cured within any applicable cure period)
under the Secured Notes, the A/R Note and the Special Investment Note to which
it is owed repayment. If an event of default occurs under the Secured Notes, the
A/R Note and the Special Investment Note and the affected Secured Party wishes
to commence foreclosure, liquidation or similar action with respect to any of
the Collateral, the Collateral Agent shall commence such foreclosure,
liquidation or similar action. The Secured Parties agree that the Collateral
Agent shall have the sole authority to sell, lease, liquidate or otherwise
dispose of the Collateral on behalf of the Secured Parties, and to exercise any
and all other rights and remedies of the Secured Parties with respect thereto.
Each Secured Party agrees that no action with respect to the enforcement of its
security interest in the Collateral or any other action or exercise of any other
rights against the Collateral shall be taken except by and through the
Collateral Agent.
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8. SHARING OF THE PROCEEDS OF THE COLLATERAL. Any items of Collateral and
any proceeds from the sale, lease, liquidation, or other disposition of, or as a
result of the Secured Parties' liens and security interests in, any of the
Collateral, at any time or from time to time, received or obtained by the
Collateral Agent shall be held in trust for the benefit of the Secured Parties
and shall be applied and made available to the Secured Parties as follows:
(a) First, to pay all costs and expenses, including reasonable
attorney's fees, incurred by the Collateral Agent or the Secured Parties in
connection with the management, sale, liquidation or other disposition or
realization of the Collateral;
(b) Then, to the Secured Parties for application toward the payment of
the then outstanding Obligations owed to each Secured Party, which arise
pursuant to the Secured Notes, the A/R Note and the Special Investment Note,
pro-rata; provided, however, that no amounts shall be disbursed by the
Collateral Agent to a Secured Party which exceed the amount of the Obligations
actually owed to such Secured Party; and
(c) Then, the balance, if any, to be returned to the Company.
9. RELEASE OF SECURITY INTEREST. Upon payment in full of all Obligations,
the Secured Parties shall release the security interest created hereby and shall
execute and deliver to the Financing Companies such termination statements and
other agreements and documents as the Financing Companies may reasonably request
to evidence such payment and release.
10. POWER OF ATTORNEY. The Financing Companies hereby constitute the EXTL
Investors as the Financing Companies' attorney-in-fact with power, upon the
occurrence and during the continuance of an event of default (as defined under
the Secured Notes, the A/R Note and the Special Investment Note to which a
Secured Party is owed repayment), to do all acts and things necessary or
desirable to enforce the Secured Parties' rights under this Agreement. This
power of attorney is coupled with an interest and is irrevocable until all of
the Obligations are paid in full.
11. NOTICES. All notices and other communications given or made pursuant
hereto shall be in writing and shall be deemed to have been duly given or made
as of the date delivered, mailed or transmitted, and shall be effective upon
receipt, if delivered personally, mailed by registered or certified mail
(postage prepaid, return receipt requested) to the parties at the following
addresses (or at such other address for a party as shall be specified by like
changes of address) or sent by electronic transmission to the telecopier number
specified below:
(a) If to the Financing Companies:
eGlobe Financing Corporation
8
<PAGE>
IDX Financing Corporation
Telekey Financing Corporation
1250 24th Street, N.W.
Suite 725
Washington, DC 20037
Telecopier No.: 202-882-8984
Attention: Chairman
(b) If to the Parent:
eGlobe, Inc.
1250 24th Street, N.W.
Suite 725
Washington, DC 20037
Telecopier No.: 202-882-8984
Attention: Chairman
(c) If to EXTL Investors or the Collateral Agent:
EXTL Investors, LLC
850 Cannon, Suite 200
Hurst, TX 76054
Telecopier No.: 817-428-3899
Attention: Ronald Jensen
(d) If to Special Investment:
Special Investment Risks, LLC
850 Cannon, Suite 200
Hurst, TX 76054
Telecopier No.: 817-428-3899
Attention: Ronald Jensen
12. HEADINGS. The headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement.
13. SEVERABILITY. If any term or other provision of this Agreement is
invalid, illegal or incapable of being enforced by any rule of law or public
policy, all other conditions and provisions of this Agreement shall nevertheless
remain in full force and effect so long as the economic or legal substance of
the transactions contemplated hereby is not affected in any manner materially
adverse to any party. Upon such determination that any term or other provision
is invalid, illegal or incapable of being enforced, the parties hereto shall
negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible in an acceptable manner to the end
that transactions contemplated hereby are fulfilled to the extent possible.
9
<PAGE>
14. ENTIRE AGREEMENT. This Agreement (together with the Schedules
delivered pursuant hereto, the Loan and Note Purchase Agreement and the
Revolving Credit Note Agreement, as referred to or incorporated herein)
constitutes the entire agreement of the parties and supersedes all prior
agreements and undertakings, both written and oral, between the parties, or any
of them, with respect to the subject matter hereof, except as otherwise
expressly provided herein, are not intended to confer upon any other person any
rights or remedies hereunder.
15. SPECIFIC PERFORMANCE. The transactions contemplated by this Agreement
are unique. Accordingly, each of the parties acknowledges and agrees that, in
addition to all other remedies to which it may be entitled, each of the parties
hereto is entitled to a decree of specific performance, provided such party is
not in material default hereunder.
16. ASSIGNMENT. Neither this Agreement nor any of the rights, interests or
obligations hereunder shall be assigned by any of the parties hereto (whether by
operation of law or otherwise) without the prior written consent of the other
parties. Subject to the preceding sentence, this Agreement shall be binding
upon, inure to the benefit of and be enforceable by the parties and their
respective successors and assigns.
17. THIRD PARTY BENEFICIARIES. This Agreement shall be binding upon and
inure solely to the benefit of each party hereto, and nothing in this Agreement,
express or implied, is intended to or shall confer upon any other person any
right, benefit or remedy of any nature whatsoever under or by reason of this
Agreement.
18. FEES AND EXPENSES. Except as otherwise provided for in this Agreement,
each party hereto shall pay its own fees, costs and expenses incurred in
connection with this Agreement and in the preparation for and consummation of
the transactions provided for herein.
19. AMENDMENT. This Agreement may not be amended except by an instrument
in writing signed by the parties hereto.
20. CONSENT REQUIRED. Any term, covenant, agreement or condition of this
Agreement may, with the consent of the Financing Companies, be amended or
compliance therewith may be waived (either generally or in particular instance
and either retroactively or prospectively), if the Financing Companies shall
have obtained the consent in writing of the Secured Parties.
21. GOVERNING LAW. All corporate law matters arising under this Agreement
shall be governed by and construed in accordance with the laws of the State of
Delaware, and all other matters arising under this Agreement shall be governed
by and construed in accordance with the laws of the State of Texas, in each case
regardless of the laws that might otherwise govern under applicable principles
of conflicts of law. Each of the parties consents to the jurisdiction of the
federal courts whose districts encompass any part of the State of Texas or the
state courts of the State of Texas in connection with any dispute arising under
this Agreement and hereby waives, to the
10
<PAGE>
maximum extent permitted by law, any objection, including any objection based on
forum non conveniens, to the bringing of any such proceeding in such
jurisdictions.
Notwithstanding the foregoing, it is the intention of the parties that, to
the extent local law would govern with respect to Collateral located in a
particular jurisdiction, this Agreement shall create a security interest,
floating charge or similar grant of rights under such local law with respect to
Collateral located in such jurisdiction.
22. COUNTERPARTS. This Agreement may be executed and delivered in one or
more counterparts, and by the different parties hereto in separate counterparts,
each of which when executed and delivered shall be deemed to be an original but
all of which taken together shall constitute one and the same agreement.
[Remainder of Page Intentionally Left Blank]
11
<PAGE>
IN WITNESS WHEREOF, the Financing Companies and the Secured Parties
have caused this Agreement to be executed as of the date first above written.
EGLOBE, INC.
By:
-------------------------------
Title:
----------------------------
Address: 1250 24th Street, NW
Suite 725
Washington, DC 20037
EGLOBE FINANCING CORPORATION
By:
-------------------------------
Title:
----------------------------
Address: 1250 24th Street, NW
Suite 725
Washington, DC 20037
IDX FINANCING CORPORATION
By:
-------------------------------
Title:
----------------------------
Address: 1250 24th Street, NW
Suite 725
Washington, DC 20037
TELEKEY FINANCING CORPORATION
By:
-------------------------------
Title:
----------------------------
Address: 1250 24th Street, NW
Suite 725
Washington, DC 20037
12
<PAGE>
EXTL INVESTORS, LLC
By:
-------------------------------
Title:
----------------------------
Address: 850 Cannon, Suite 200
Hurst, TX 76054
SPECIAL INVESTMENT RISKS, LLC
By:
-------------------------------
Title:
----------------------------
Address: 850 Cannon, Suite 200
Hurst, TX 76054
EXTL INVESTORS, LLC, as Collateral Agent
By:
-------------------------------
Title:
----------------------------
Address: 850 Cannon, Suite 200
Hurst, TX 76054
13
<PAGE>
SCHEDULE 1
Collateral, Location, Title Exceptions
COLLATERAL DESCRIPTION:
See Attachment A
COLLATERAL LOCATION:
All collateral owned by eGlobe Financing is located at:
4260 E. Evans Avenue
Denver, Colorado 80222
OR
Banehojvej 19 8600
Silkeborg, Denmark
OR
Rm. 2503-4
CLI Building, 313-317,
Hennessy Road
Wanchai Hong Kong
OR
Suite 1
Millpool House, Mill Lane
Godalming Suri GU7EY England
OR
with respect to the Caviars: See Attachment B
All collateral owned by IDX Financing is located at:
11410 Issac Newton Square North, Suite 101
Reston, Virginia 20190
OR
<PAGE>
Rm. 2503-4
CLI Building, 313-317,
Hennessy Road
Wanchai Hong Kong
OR
9F, No. 142, Nan-Kang Rd., Sec. 2
Taipei, Taiwan
All collateral owned by Telekey Financing is located at:
229 Peachtree Street, Suite 1102
Atlanta, Georgia 30303
TITLE EXCEPTIONS:
None
EXHIBIT 10.42
GUARANTY
This Guaranty (this "Guaranty") is made and executed as of April 5,
2000 by eGLOBE, INC., a Delaware corporation (the "Parent"), eGlobe Financing
Corporation, a Delaware corporation and a wholly owned subsidiary of the Parent
("eGlobe Financing"), IDX Financing Corporation, a Delaware corporation and a
wholly owned subsidiary of IDX International, Inc., a wholly owned subsidiary of
the Parent ("IDX Financing"), and Telekey Financing Corporation, a Delaware
corporation and a wholly owned subsidiary of Telekey, Inc., a wholly owned
subsidiary of the Parent ("Telekey Financing") (hereinafter collectively called
the "Guarantor"), in favor of SPECIAL INVESTMENT RISKS, LLC, a limited liability
company organized under the laws of Nevada (hereinafter called the "Investor").
WHEREAS, on December 2, 1999, Coast International, Inc. ("Coast")
merged with and into eGlobe/Coast, Inc., a Delaware corporation (the
"Borrower"), pursuant to the terms of an Agreement and Plan of Merger dated
November 29, 1999 among Parent, the Borrower, Coast and the stockholders of
Coast, as a result of which the Borrower was the surviving company and remained
a wholly owned subsidiary of Parent (the "Coast Merger");
WHEREAS, prior to the Coast Merger and pursuant to a certain Revolving
Credit Note Agreement dated March 5, 1999, Investor has lent to Coast an
aggregate principal amount of $3,250,000 as evidenced by a promissory note
("Special Investment Note");
WHEREAS, in connection with the consummation of the Coast Merger, the
Borrower assumed Coast's obligations to repay all amounts due and payable under
the Special Investment Note, whether at maturity, by acceleration or otherwise,
in accordance with the terms of the Special Investment Note;
WHEREAS, the Investor desires to obtain from the Guarantor and the
Guarantor desires to provide to the Investor the guaranty more fully set forth
below;
NOW, THEREFORE, in consideration of the foregoing, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Guarantor hereby agrees as follows:
1. The Guarantor hereby unconditionally guarantees to the Investor the
due, timely and full payment and satisfaction by the Borrower of all its
obligations that arise under the Special Investment Note on or after the date
hereof, including, without limitation, payment in full, when due, of the
indebtedness evidenced by the Special Investment Note and the due, timely and
complete performance by the the Borrower of all of its other agreements, terms
and covenants under the Special Investement Note, provided that a violation of
such
<PAGE>
other agreements, terms and covenants would constitute an event of default under
the Special Investment Note (collectively, the "Guaranteed Obligations"). The
obligations of the Guarantor hereunder are absolute and unconditional and this
Guaranty is a continuing guaranty of payment and performance by the Borrower
which will not terminate until the Guaranteed Obligations shall have been paid
and performed in full.
2. The Investor may, at the Investor's option, proceed to enforce this
Guaranty directly against the Guarantor without first proceeding against the
Borrower or any other person liable for payment or performance under the Special
Investment Note or this Guaranty and without first proceeding against or
exhausting any collateral now or hereafter held by the Investor to secure
payment or performance under the Special Investment Note or the Security
Agreement securing this Guaranty (the "Security Agreement").
3. The Guarantor waives diligence, presentment, protest, notice of
dishonor, demand for payment, notice of nonpayment or nonperformance, notice of
acceptance of this Guaranty, notice of intention to accelerate, notice of
acceleration, and all other notices of any nature in connection with the
exercise of the Investor's rights under the Special Investment Note or this
Guaranty. Performance by the Guarantor hereunder will not entitle the Guarantor
to any payment by the Borrower under any claim for contribution,
indemnification, subrogation or otherwise, and the Guarantor hereby irrevocably
waives and relinquishes any and all rights to recover from the Borrower, whether
by way of subrogation, reimbursement, indemnity, contribution, or otherwise, any
amounts paid by the Guarantor under this Guaranty until such time as the
Guaranteed Obligations have been paid and performed in full.
4. The Guarantor hereby consents and agrees that renewals and
extensions of time of payment, surrender, release, exchange, substitution,
dealing with or taking of additional collateral security, taking or release of
other guarantees, abstaining from taking advantage of or realizing upon any
collateral security or other guarantees and any and all other forbearances or
indulgences granted by the Investor to the Borrower or any other party may be
made, granted and effected by the Investor without notice to the Guarantor and
without in any manner affecting the Guarantor's liability hereunder.
5. Nothing herein contained will limit the Investor in exercising any
rights held under the Special Investment Note or the Security Agreement. In the
event of any default under the Special Investment Note, the Security Agreement
or this Guaranty, the Investor will be entitled selectively and successively to
enforce any one or more of the rights held by the Investor hereunder or
thereunder and such action will not be deemed a waiver of any other right held
by the Investor. All of the remedies of the Investor under this Guaranty, the
Special Investment Note and the Security Agreement are cumulative and not
2
<PAGE>
alternative. If the Investor elects to foreclose any lien created by the Special
Investment Note or the Security Agreement, the Investor is authorized to
purchase for the Investor's account all or any part of the collateral covered by
such lien at public or private sale.
6. In the event that a petition in bankruptcy for an arrangement or
reorganization of the Borrower under any bankruptcy law or for the appointment
of a receiver for the Borrower or any of its property is filed by the Borrower,
or if the Borrower shall make an assignment for the benefit of creditors or
shall become insolvent, all indebtedness of the Borrower shall, for the purpose
of this Guaranty, be deemed at the Investor's election to have become
immediately due and payable.
7. The Guarantor further agrees to pay the Investor any and all costs,
expenses and reasonable attorneys' fees paid or incurred by the Investor in
enforcing or endeavoring to enforce this Guaranty.
8. If any provision of this Guaranty is held to be invalid, illegal or
unenforceable in any respect for any reason, such invalidity, illegality or
unenforceability will not affect any other provisions herein contained and such
other provisions will remain in full force and effect. This Guaranty will be
binding on the Guarantor and all successors and assigns of the Guarantor and
will inure to the benefit of the Investor and all successors and assigns of the
Investor. The Guarantor consents to the assignment of all or any portion of the
rights of the Investor hereunder in connection with any assignment of the rights
of the Investor under the Special Investment Note, without notice to the
Guarantor.
9. If any payment or thing of value should be received and accepted by
the Investor in payment of any indebtedness or obligation of the Borrower under
the Special Investment Note and it should subsequently be determined or adjudged
that such payment be void or voidable under any law or statute now or hereafter
in effect, the receipt of such payment by the Investor shall, as to the
Guarantor, be deemed a provisional receipt and if any such payment should be
avoided or set aside under any such law or statute the Guarantor shall be and
remain liable to the Investor in respect thereof as if such payment had not been
received by the Investor, notwithstanding any release or discharge of this
Guaranty issued or granted by the Investor in the belief or assumption that its
receipt of such payment was absolute and not subject to any avoidance or set
aside.
10. The terms "the Guarantor" and "the Borrower" and any pronouns
referring thereto as used herein shall be construed in the masculine, feminine,
neuter, singular or plural as the context may require.
11. The obligations of each of the parties hereto which are included
in the defined term "the Guarantor" are joint and several.
3
<PAGE>
12. This Agreement may not be amended except by an instrument in
writing signed by the parties hereto.
13. All corporate law matters arising under this Agreement shall be
governed by and construed in accordance with the laws of the State of Delaware,
and all other matters arising under this Agreement shall be governed by and
construed in accordance with the laws of the State of Texas, in each case
regardless of the laws that might otherwise govern under applicable principles
of conflicts of law. Each of the parties consents to the jurisdiction of the
federal courts whose districts encompass any part of the State of Texas or the
state courts of the State of Texas in connection with any dispute arising under
this Agreement and hereby waives, to the maximum extent permitted by law, any
objection, including any objection based on forum non conveniens, to the
bringing of any such proceeding in such jurisdictions.
14. This Agreement may be executed and delivered in one or more
counterparts, and by the different parties hereto in separate counterparts, each
of which when executed and delivered shall be deemed to be an original but all
of which taken together shall constitute one and the same agreement.
[Remainder of Page Intentionally Left Blank]
4
<PAGE>
IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be duly
executed as of the day and year first above written.
eGLOBE, INC.
By:
-------------------------------
Title:
----------------------------
Address: 1250 24th Street, NW
Suite 725
Washington, DC 20037
eGLOBE FINANCING CORPORATION
By:
-------------------------------
Title:
----------------------------
Address: 1250 24th Street, NW
Suite 725
Washington, DC 20037
IDX FINANCING CORPORATION
By:
-------------------------------
Title:
----------------------------
Address: 1250 24th Street, NW
Suite 725
Washington, DC 20037
TELEKEY FINANCING CORPORATION
By:
-------------------------------
Title:
----------------------------
Address: 1250 24th Street, NW
Suite 725
Washington, DC 20037
5
<PAGE>
AGREED AND ACKNOWLEDGED:
SPECIAL INVESTMENT RISKS, LLC.
By:
-------------------------------
Title:
----------------------------
Address: 850 Cannon, Suite 200
Hurst, TX 76054
6
EXHIBIT 10.43
GUARANTY
This Guaranty (this "Guaranty") is made and executed as of April 5,
2000 by EGLOBE/COAST, INC., a Delaware corporation (the "Guarantor"), in favor
of EXTL INVESTORS, LLC, a limited liability company organized under the laws of
Nevada (hereinafter called the "Investor").
WHEREAS, eGlobe Financing Corporation, a Delaware corporation ("eGlobe
Financing") and a wholly owned subsidiary of eGlobe, Inc., a Delaware
corporation (the "Parent"), IDX Financing Corporation, a Delaware corporation
and a wholly owned subsidiary of IDX International, Inc., a wholly owned
subsidiary of the Parent ("IDX Financing"), and Telekey Financing Corporation, a
Delaware corporation and a wholly owned subsidiary of Telekey, Inc., a wholly
owned subsidiary of the Parent ("Telekey Financing" and together with eGlobe
Financing and IDX Financing, the "Borrower"), issued and sold to the Investor as
of June 30, 1999, and the Investor purchased from the Borrower, the Borrower's
5% Secured Notes (the "Secured Notes") and the Borrower executed and delivered a
revolving note based on the balance of accounts receivable (the "A/R Note" and
collectively with the Secured Notes, the "Notes"), pursuant to the terms and
conditions of the Loan and Note Purchase Agreement dated April 9, 1999 by and
among eGlobe Financing, the Parent, and the Investor, as amended by a letter
agreement dated June 16, 1999, Amendment No. 1 to the Loan and Note Purchase
Agreement dated as of June 30, 1999 and Amendment No. 2 to the Loan and Note
Purchase Agreement dated as of the date hereof (as amended, the "Loan and Note
Purchase Agreement"); and
WHEREAS, on December 2, 1999, Coast International, Inc. ("Coast")
merged with and into the Guarantor pursuant to the terms of an Agreement and
Plan of Merger dated November 29, 1999 among Parent, the Guarantor, Coast and
the stockholders of Coast, as a result of which the Guarantor was the surviving
company and remained a wholly owned subsidiary of Parent (the "Coast Merger");
WHEREAS, in connection with the Investor's waiver of its right under
the Loan and Note Purchase Agreement to cause the Parent to convey to one of the
Financing Companies the assets acquired in the Coast Merger, the Investor
desires to obtain from the Guarantor and the Guarantor desires to provide to the
Investor the guaranty more fully set forth below;
NOW, THEREFORE, in consideration of the foregoing, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Guarantor hereby agrees as follows:
1. The Guarantor hereby unconditionally guarantees to the Investor the
due, timely and full payment and satisfaction by the Borrower of all its
obligations that arise under the Loan and Note Purchase Agreement and the Notes
<PAGE>
on or after the date hereof, including, without limitation, payment in full,
when due, of the indebtedness evidenced by the Notes and the due, timely and
complete performance by the Borrower of all of its other agreements, terms and
covenants under the Loan and Note Purchase Agreement and the Notes, provided
that a violation of such other agreements, terms and covenants would constitute
an Event of Default under the Loan and Note Purchase Agreement or the applicable
Note (collectively, the "Guaranteed Obligations"). The obligations of the
Guarantor hereunder are absolute and unconditional and this Guaranty is a
continuing guaranty of payment and performance by the Borrower which will not
terminate until the Guaranteed Obligations shall have been paid and performed in
full.
2. The Investor may, at the Investor's option, proceed to enforce this
Guaranty directly against the Guarantor without first proceeding against the
Borrower or any other person liable for payment or performance under the Loan
and Note Purchase Agreement, the Secured Notes, the A/R Note or this Guaranty
and without first proceeding against or exhausting any collateral now or
hereafter held by the Investor to secure payment or performance under the Loan
and Note Purchase Agreement, the Secured Notes, the A/R Note or the Security
Agreement securing this Guaranty (the "Security Agreement").
3. The Guarantor waives diligence, presentment, protest, notice of
dishonor, demand for payment, notice of nonpayment or nonperformance, notice of
acceptance of this Guaranty, notice of intention to accelerate, notice of
acceleration, and all other notices of any nature in connection with the
exercise of the Investor's rights under the Loan and Note Purchase Agreement,
the Secured Notes, the A/R Note, the Security Agreement or this Guaranty.
Performance by the Guarantor hereunder will not entitle the Guarantor to any
payment by the Borrower under any claim for contribution, indemnification,
subrogation or otherwise, and the Guarantor hereby irrevocably waives and
relinquishes any and all rights to recover from the Borrower, whether by way of
subrogation, reimbursement, indemnity, contribution, or otherwise, any amounts
paid by the Guarantor under this Guaranty until such time as the Guaranteed
Obligations have been paid and performed in full.
4. The Guarantor hereby consents and agrees that renewals and
extensions of time of payment, surrender, release, exchange, substitution,
dealing with or taking of additional collateral security, taking or release of
other guarantees, abstaining from taking advantage of or realizing upon any
collateral security or other guarantees and any and all other forbearances or
indulgences granted by the Investor to the Borrower or any other party may be
made, granted and effected by the Investor without notice to the Guarantor and
without in any manner affecting the Guarantor's liability hereunder.
5. Nothing herein contained will limit the Investor in exercising any
rights held under the Loan and Note Purchase Agreement, the Secured Notes,
2
<PAGE>
the A/R Note or the Security Agreement. In the event of any default under the
Loan and Note Purchase Agreement, the Secured Notes, the A/R Note, the Security
Agreement or this Guaranty, the Investor will be entitled selectively and
successively to enforce any one or more of the rights held by the Investor
hereunder or thereunder and such action will not be deemed a waiver of any other
right held by the Investor. All of the remedies of the Investor under this
Guaranty, the Loan and Note Purchase Agreement, the Secured Notes, the A/R Note
and the Security Agreement are cumulative and not alternative. If the Investor
elects to foreclose any lien created by the Loan and Note Purchase Agreement,
the Secured Notes, the A/R Note or the Security Agreement, the Investor is
authorized to purchase for the Investor's account all or any part of the
collateral covered by such lien at public or private sale.
6. In the event that a petition in bankruptcy for an arrangement or
reorganization of the Borrower under any bankruptcy law or for the appointment
of a receiver for the Borrower or any of its property is filed by the Borrower,
or if the Borrower shall make an assignment for the benefit of creditors or
shall become insolvent, all indebtedness of the Borrower shall, for the purpose
of this Guaranty, be deemed at the Investor's election to have become
immediately due and payable.
7. The Guarantor further agrees to pay the Investor any and all costs,
expenses and reasonable attorneys' fees paid or incurred by the Investor in
enforcing or endeavoring to enforce this Guaranty.
8. If any provision of this Guaranty is held to be invalid, illegal or
unenforceable in any respect for any reason, such invalidity, illegality or
unenforceability will not affect any other provisions herein contained and such
other provisions will remain in full force and effect. This Guaranty will be
binding on the Guarantor and all successors and assigns of the Guarantor and
will inure to the benefit of the Investor and all successors and assigns of the
Investor. The Guarantor consents to the assignment of all or any portion of the
rights of the Investor hereunder in connection with any assignment of the rights
of the Investor under the Loan and Note Purchase Agreement, without notice to
the Guarantor.
9. If any payment or thing of value should be received and accepted by
the Investor in payment of any indebtedness or obligation of the Borrower under
the Loan and Note Purchase Agreement or any Note and it should subsequently be
determined or adjudged that such payment be void or voidable under any law or
statute now or hereafter in effect, the receipt of such payment by the Investor
shall, as to the Guarantor, be deemed a provisional receipt and if any such
payment should be avoided or set aside under any such law or statute the
Guarantor shall be and remain liable to the Investor in respect thereof as if
such payment had not been received by the Investor, notwithstanding any release
or discharge of this Guaranty issued or granted by the Investor in the belief or
3
<PAGE>
assumption that its receipt of such payment was absolute and not subject to any
avoidance or set aside.
10. The terms "the Guarantor" and "the Borrower" and any pronouns
referring thereto as used herein shall be construed in the masculine, feminine,
neuter, singular or plural as the context may require.
11. This Agreement may not be amended except by an instrument in
writing signed by the parties hereto.
12. All corporate law matters arising under this Agreement shall be
governed by and construed in accordance with the laws of the State of Delaware,
and all other matters arising under this Agreement shall be governed by and
construed in accordance with the laws of the State of Texas, in each case
regardless of the laws that might otherwise govern under applicable principles
of conflicts of law. Each of the parties consents to the jurisdiction of the
federal courts whose districts encompass any part of the State of Texas or the
state courts of the State of Texas in connection with any dispute arising under
this Agreement and hereby waives, to the maximum extent permitted by law, any
objection, including any objection based on forum non conveniens, to the
bringing of any such proceeding in such jurisdictions.
13. This Agreement may be executed and delivered in one or more
counterparts, and by the different parties hereto in separate counterparts, each
of which when executed and delivered shall be deemed to be an original but all
of which taken together shall constitute one and the same agreement.
[Remainder of Page Intentionally Left Blank]
4
<PAGE>
IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be duly
executed as of the day and year first above written.
EGLOBE/COAST, INC.
By:
--------------------------
Title:
-----------------------
Address: 14303 W. 95th Street
Lenexa, Kansas 66215
AGREED AND ACKNOWLEDGED:
EXTL INVESTORS, LLC
By:
--------------------------
Title:
-----------------------
Address: 850 Cannon, Suite 200
Hurst, TX 76054
5
EXHIBIT 10.44
REVOLVING CREDIT NOTE
FOR VALUE RECEIVED, Coast International, Inc. promises to pay to the
order of Special Investment Risks, LLC at its office at 850 Cannon Drive, Hurst,
Texas (or such other place as the Payee may designate) in United States Dollars,
the lesser of Three Million Dollars ($3,000,000.00), or the principal balance of
the revolving line of credit extended hereby together with interest on the
unpaid balance from the 5th day of March, 1999 on the terms and conditions
hereinafter set forth.
1. Definitions: As used on this Note, the following terms shall have the
meanings indicated:
(a) "Maker" means Coast International, Inc.
(b) "Payee" means Special Investment Risks, LLC
(c) "Stated Rate" means":
1.5% above the Texas Commerce Bank Prime Rate. The Stated Rate
per annum shall be charged on the outstanding balance
hereunder.
The Stated Rate is subject to change as the Prime Rate change.
Changes in the Prime Rate shall be determined and the
resultant adjusted Stated Rate shall take effect on the first
day of each calendar month.
(d) "Monthly Commitment Fee Rate" means 1/10 of 1% per month
(0.10%) of the available balance of the revolving line of
credit that is not outstanding.
(e) "Maturity Date" means July 1, 2000.
(f) "Business Day" means the day the Payee is open for business.
(g) "Loan Documents" means any and all documents and instruments
now or hereafter evidencing, securing or guaranteeing all or
any part of the indebtedness evidencing this Note and the
Security and Pledge Agreements of Maker to Payee dated
February 26, 1998.
2. Line of Credit.
(a) Payee hereby establishes a $3,000,000.00 revolving line of
credit in favor of Maker subject to the terms and conditions
hereof.
(b) Maker acknowledges that as of February 28, 1999, there is an
existing line of credit with Payee with an outstanding balance
of $1,530,000.00. The Parties hereby agree that the
$1,530,000.00 balance will become a part of this new line of
credit and the prior line of credit is canceled.
(c) Provided no default exists under this or any other Loan
Documents and subject the maximum amount available during any
period. Maker may avail itself of revolving credit as follows:
<PAGE>
(i) Not less than three (3) days prior to the date the
request is to be funded, Maker must provide a draw
request and certification duly executed by Maker or
an officer of authorized representative of Maker. In
the event the draw request is more than $250,000,
notice of five (5) Business Days is required.
(ii) The draw request must be for not less than $1,000.
3. Security. This Note is unsecured.
4. Computation of Interest. All interest on this Note shall be computed as
the product of Stated Rate and the balance outstanding as of the last
day of each month. In the event this Note is not executed on the first
day of the month, the initial interest calculation shall be prorated
for the number of days this Note was effective during the initial
month.
5. Computation of Monthly Commitment Fee. The monthly commitment fee on
this Note shall be computed as the product of the Monthly Commitment
Fee Rate and the available balance of the revolving line of credit that
is not outstanding as of the last day of each month. In the event this
Note is not executed on the first day of the month, the initial
commitment fee calculation shall be prorated for the number of days
this Note was effective during the initial month.
6. Mandatory Payments.
(a) Commencing April 1, 1999, and on the first day of each month
thereafter until this Note is paid in full, Maker shall pay
any and all interest, calculated at the Stated Rate, due on
the principal amount(s) drawn prior to said date from the
revolving line of credit.
(b) Commencing April 1, 1999, and on the first day of each month
thereafter until this Note is paid in full, Maker shall pay
the commitment fee, calculated at the Monthly Commitment Fee
Rate on the available balance of the line of credit not drawn
prior to said date.
(c) All payments hereon made pursuant to this numbered paragraph
shall be applied first to charges other than interest,
commitment fee and principal, then to accrued interest, then
to accrued commitment fees, and finally to principal.
(d) If any payment provided for this Note shall become due on a
day other than a Business Day, such payment may be made on the
next succeeding Business Day and such extension of time shall
in such case be included in the computation of interest on
this Note.
<PAGE>
(e) Maker shall be entitled to prepay all or any portion of this
Note at any time, without penalty.
7. Past Due Payments. All payments for principal, commitment fees and
interest on this Note which are past due shall bear interest at the
Stated Rate plus six percent (6.0%) per annum.
8. Default. The occurrence of any one or more of the following events
shall constitute default under this Note, whereupon the owner or holder
hereof may, at his or her option, exercise any or all rights, powers
and remedies afforded under any of the Loan Documents, all other
instruments evidencing, insuring or guaranteeing this Note and by law,
including he right to declare the unpaid balance of principal,
commitment fees and accrued interest on this Note at once mature and
payable.
(a) The following events shall constitute an immediate default:
(i) failure to make payments of principal, interest or
commitment fees due hereunder within five (5) days of
the date due, or
(ii) failure to make all other payments or performance
required hereunder, as the same becomes due and
payable and/or performable, whether by acceleration
or otherwise.
(iii) should the Maker (aa) voluntarily suspend transaction
of business; (bb) become insolvent or unable to pay
its debts as they mature; (cc) file a voluntary
petition of bankruptcy or a voluntary petition
seeking reorganization or to effect a plan or other
arrangement with creditors; (dd) make an assignment
for the benefit of creditors; (ee) apply for or
consent to the appointment of any receiver or trustee
for any such party or of all or any substantial
portion of the property of any such party; or (ff)
make an assignment to an agent authorized to
liquidate any substantial part of its or their
assets; or
(iv) in respect to the Maker, (aa) an involuntary petition
shall be filed with any court or other authority
seeking reorganization or a creditor's arrangement of
any such party of the adjudication of any such party
as bankrupt or insolvent; (bb) an order of any court
or other authority shall be entered appointing any
receiver or trustee for any such party or for all or
any substantial portion of the property of any such
part; or (cc) a writ or warrant of attachment or any
similar petition shall be issued by any court or
other authority against all or any substantial
portion of the property of any such party and such
petition seeking reorganization, creditor's
arrangement or adjudication or such order appointing
a receiver or trustee is not vacated or stayed, or
such writ, warrant of
<PAGE>
attachment or similar process is not vacated,
released or bonded within thirty (30) days after its
entry or levy; or
(v) the dissolution, liquidation or termination of the
Maker; or
(b) The following events, other than those listed in 7(a) above,
shall constitute a default on the 45th day after such event,
unless prior to the 45th day Maker cures such default or Payee
in writing extends the cure period or waives such default.
(i) failure to perform, observe or comply with or default
under any of the terms, covenants, conditions or
provisions contained in this Note, any of the other
Loan Documents, or any other agreement with Payee; or
(ii) any representation or warranty made in this Note, in
any of the other Loan Documents, in the Draw Request,
or in any other written report, document or
instrument now or hereafter delivered or given, to
the Payee pursuant to this Note, or any of the other
Loan Documents or otherwise incident to the Debt
proves to have been untrue or misleading in any
material respect as of the date made or deemed made;
or
(iii) any action, suit or proceeding shall be commenced
against or affecting the Maker involving the validity
or enforceability of this Note or any of the other
Loan Documents, at law or in equity, or before any
governmental authority, which in the judgment of the
Payee, impairs or would impair the Payee's ability to
collect the Debt when due or the enforceability of
this Note or any of the Other Loan Documents; or
(iv) any one or more final judgments for the payment of
money in excess of any aggregate $10,000 shall be
rendered against the Maker and the same shall remain
unstayed or undischarged for a period of ninety (90)
days; or
(v) the Maker shall be prevented or relieved by any
governmental authority from performing, or observing
any material term, covenant, or condition of this
Note or any of the other Loan Documents; or
(vi) any material adverse change shall occur in the
financial condition of the Maker; or
(vii) any change in ownership of Maker; or
(viii) the Maker fails to provide Payee with a copy of the
monthly financial statements within five (5) Business
Days after month end; or
<PAGE>
(ix) the Maker fails to provide Payee with a copy of the
federal income tax return within 15 days after it is
filed with the Internal Revenue Service.
9. No Waiver by the Payee. No delay or omission of the Payee or any other
holder hereof to exercise any power, right or remedy accruing to the
Payee or any other holder hereof shall impair any such power, right or
remedy or shall be construed to be a waiver of the right to exercise
any such power, right or remedy.
10. Costs and Attorney's Fees. In addition to all principal, commitment
fees, and accrued interest on this Note, the Maker agrees to pay (a)
all reasonable costs and expenses incurred by all owners and holders of
this Note in any probate, reorganization, bankruptcy or any other
proceedings for the establishment or collection of any amount
hereunder, or in collecting this Note through any such proceedings, and
(b) reasonable attorney's fees when and if this Note is placed in the
hands of an attorney for collection after default.
11. Waivers by Maker and Others. The Maker and any and all co-makers,
endorsers, guarantors and sureties severally waive notice (including,
but not limited to, notice of intent to accelerate and notice of
acceleration), demand, presentation for payment, protest and the filing
of suit for the purpose of fixing liability and consent that the time
of payment hereof may be extended or re-extended from time to time
without notice to them or any of them, and each agrees that his, her or
its liability on or with respect to this Note shall not be affected by
any release of or change in any security at any time existing or by any
failure to perfect or to maintain perfection of any line on or security
interest in any such security.
12. Paragraph Headings. Paragraph headings appearing in this Note are for
convenient reference only and shall not be used to interpret or limit
the meaning of any provision of this Note.
13. Governing Law. This Note shall be governed by and construed in
accordance with the laws of the State of Texas. The terms of any
agreement securing the payment of this Note may also be governed by the
law of the state where the property is located. The Maker hereby
irrevocably agrees that any legal proceeding against the Payee arising
out of or in connection with this Note or any of the other Loan
Documents shall be brought in the district court of Tarrant County,
Texas or the United States District in Texas.
14. Successor and Assigns. This Note and all the covenants and agreements
contained herein shall be binding upon, and shall inure to the benefit
of, the respective legal representatives, heirs, successors and assigns
of the Maker and the Payee.
15. Records of Payments. The records of interest rates and payments of the
Payee shall be prima facie evidence of the amounts owing on this Note.
<PAGE>
16. Brokers. Maker represents and warrants that it is not liable for any
finders' fees, brokerage fees or similar fees and expense in connection
with this loan transaction.
17. Severability. If any provision of this Note shall be determined by any
court of competent jurisdiction to be illegal or unenforceable, then
that provision only shall be of no force and effect and shall be deemed
excised herefrom, and the remainder of the provisions of this Note
shall be enforced.
I AGREE TO THE TERMS SET OUT IN THIS NOTE AND ACKNOWLEDGE RECEIPT OF A
COPY OF THIS NOTE AND OTHER LOAN DOCUMENTS ON TODAY'S DATE.
COAST INTERNATIONAL, INC.
/s/ Bijan Moaveni 5-12-99
- ------------------------- ---------
Maker: Bijan Moaveni Date
Its: President
Special Investment Risks, Ltd.
/s/ Gary Friedman 3/9/99
- ------------------------- ---------
Payee: Gary Friedman Date
Its: Secretary
EXHIBIT 10.45
PROMISSORY NOTE
Borrower's Name and Address: Lender's Name and Address:
Coast International Special Investment Risks
14303 W. 95th 2121 Precinct Line Road
Lanexa, KS 66215 Hurst, Texas 76054
ON DEMAND, the undersigned Borrower unconditionally promises to pay to the order
of the above named lender, at the lender's address shown above, the Principal
Sum of TWO HUNDRED FIFTY THOUSAND ($250,000.00) DOLLARS plus interest from the
29th day of November, 1999 until maturity at the rate of 11%, per annum. Accrued
interest plus principal is due and payable monthly, beginning January 1, 2000
and the 1st day of each succeeding month thereafter, and shall be paid in full
on or before November 29, 2000. All past due interest and principal shall bear
interest at the maximum interest rate permitted by applicable law.
INTEREST: Payments when made on the Note shall be applied first to charges other
than interest or principal, than to accrued interest, and finally to principal.
Any accrued interest not paid when due shall become part of the principal
thereafter, and shall itself bear interest at the applicable interest rate.
PREPAYMENT: This Note may be prepaid in full or in part at any time without
penalty or premium.
SECURITY: This Note is unsecured.
APPLICABLE LAW: This Note will be governed by the laws of the State of Texas.
COLLECTION: To the extent permitted by law, Borrower agrees to pay all costs and
reasonable attorney's fees incurred at any time by Lender to collect on this
Note and any agreement securing this Note.
Lender may, without notice, renew or modify this Note without affecting the
obligation of any party to pay this Note.
I AGREE TO THE TERMS SET OUT IN THIS NOTE AND ACKNOWLEDGE RECEIPT OF A COPY OF
THIS NOTE ON TODAY'S DATE.
BORROWER:
Coast International
By: /s/ Bijan Moaveni Date: 11/29/99
------------------------- -------------
EXHIBIT 21
SUBSIDIARIES STATE OF
INCORPORATION
Executive TeleCard, Inc. Colorado
IDX International, Inc. Virginia
Telekey, Inc. Georgia
eGlobe Financing Corporation Delaware
IDX Financing Corporation Delaware
Telekey Financing Corporation Delaware
Executive TeleCard SA (T&C) Turks & Caicos
Trans World Telecommunications A/S Denmark
UCI Tele Networks, Ltd. Cyprus
eGlobe Equipment and Services (USA) Inc. Virginia
Vogo Networks LLC Delaware
eGlobe/Oasis, Inc. Delaware
eGlobe/Oasis Reservations LLC Delaware
eGlobe Development Corporation Delaware
iGlobe, Inc. Delaware
eGlobe/Coast, Inc. Delaware
OneGlobe, LLC Delaware
i1.com, Inc. Delaware
Trans Global Communications, Inc. New York
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors and Stockholders
eGlobe, Inc.
Washington, D.C.
We hereby consent to the incorporation by reference in the Registration
Statements (Form S-8 No. 333-83699 and Form S-8 No. 333-88633) of our report
dated March 24, 2000, except for Notes 10 and 18 which are as of April 6, 2000,
relating to the consolidated financial statements and schedule of eGlobe, Inc.
appearing in the Company's Annual Report on Form 10-K for the year ended
December 31, 1999.
/s/ BDO Seidman, LLP
Denver, Colorado
April 7, 2000
9
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
historical consolidated financial statements contained elsewhere in this
document and is qualified in its entirety by reference to such financial
statements
</LEGEND>
<CIK> 000842807
<NAME> eGLOBE, INC.
<MULTIPLIER> 1
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<EXCHANGE-RATE> 1
<CASH> 935,000
<SECURITIES> 0
<RECEIVABLES> 12,291,000
<ALLOWANCES> 3,001,000
<INVENTORY> 0
<CURRENT-ASSETS> 12,378,000
<PP&E> 44,539,000
<DEPRECIATION> 18,620,000
<TOTAL-ASSETS> 86,615,000
<CURRENT-LIABILITIES> 42,862,000
<BONDS> 0
0
2000
<COMMON> 30,000
<OTHER-SE> 28,443,000
<TOTAL-LIABILITY-AND-EQUITY> 86,615,000
<SALES> 0
<TOTAL-REVENUES> 42,002,000
<CGS> 0
<TOTAL-COSTS> 41,911,000
<OTHER-EXPENSES> 42,097,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 7,561,000
<INCOME-PRETAX> (49,567,000)
<INCOME-TAX> 0
<INCOME-CONTINUING> (49,567,000)
<DISCONTINUED> 0
<EXTRAORDINARY> (1,901,000)
<CHANGES> 0
<NET-INCOME> (51,468,000)
<EPS-BASIC> (3.08)
<EPS-DILUTED> (3.08)
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
EXHIBIT 99.4
PUBLIC NOTICE
FEDERAL COMMUNICATIONS COMMISSION
445 12TH STREET S.W.
WASHINGTON D.C. 20554
-------------------------------------------------------------------------
News media information 202-418-0550
Fax-On-Demand 202-418-2830; Internet: http://www.fcc.gov (or ftp.fcc.gov)
TTY (202) 418-2555
DA NO. 00-664
THURSDAY MARCH 23, 2000 TEL-00205 REPORT NO.
INTERNATIONAL AUTHORIZATIONS GRANTED
SECTION 214 APPLICATIONS (47 C.F.R. SS. 63.18); CABLE LANDING LICENSE APPLICATIONS (47 C.F.R. SS. 1.767); REQUESTS TO
AUTHORIZE SWITCHED SERVICES OVER PRIVATE LINES (47 C.F.R. SS. 63.16); SECTION 310(B)(4) REQUESTS
</TABLE>
The following applications have been granted pursuant to the Commission's
streamlined processing procedures set forth in Section 63.12 of the Commission's
rules, 47 C.F.R. ss. 63.12, other provisions of the Commission's rules, or
procedures set forth in an earlieR public notice listing applications accepted
for filing.
Unless otherwise noted, these grants authorize the applicants (1) to become a
facilities-based international common carrier subject to 47 C.F.R. ss. 63.22;
and/or (2) to become a resale-based international common carrier subject to 47
C.F.R. ss. 63.23; or (3) to excEED the 25 percent foreign ownership benchmark
applicable to common carrier radio licensees under 47 U.S.C. ss. 310(b)(4).
Grants under Section 63.16 and certain grants under Section 63.18 also authorize
carriers generally to use their authorized private lines to provide switched
services (ISR) between the United States and particular international points
pursuant to 47 C.F.R. ss. 63.16. See also 47 C.F.R. ss.ss. 63.22(e), 63.23(d).
This public notice serves as each newly authorized carrier's Section 214
certificate. It contains general and specific conditions, which are set forth
below. Newly authorized carriers should carefully review the terms and
conditions of their authorizations. These are set forth in detail below and in
Sections 63.21, 63.22, and 63.23 of the Commission's rules, 47 C.F.R. ss.ss.
63.21-.23. Failure to comply with general or specific conditions of an
authorization, or with other relevant Commission rules and policies, could
result in fines and forfeitures.
The Commission most recently amended its rules applicable to international
telecommunications common carriers in IB Docket No. 98-118, Review of
International Common Carrier Regulations, FCC 99-51, released March 23, 1999, 64
Fed. Reg. 19,057 (Apr. 19, 1999) and in IB Docket Nos. 98-148, 95-22, CC Docket
No. 90-337 (Phase II), 1998 Biennial Regulatory Review - Reform of the
International Settlements Policy and Associated Filing Requirements, FCC 99-73,
released May 6, 1999, 64 Fed. Reg. 34, 734 (June 29, 1999). An updated version
of Sections 63.09-.24 of the rules, and other related sections, is available at
http://www.fcc.gov/ib/td/pf/telecomrules.html.
<TABLE>
<S> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
ITC-214-19991210-00773 VOICESTREAM WIRELESS CORPORATION
International Telecommunications Certificate
SERVICE(S): Global or Limited Global Resale Service
Grant of Authority Date of Action: 03/20/2000
Application for authority to provide service in accordance with the provisions of Section 63.18(e)(2) of the rules.
- ------------------------------------------------------------------------------------------------------------------------------------
ITC-214-20000119-00035 TERION INCORPORATED
International Telecommunications Certificate
SERVICE(S): Global or Limited Global Resale Service
Grant of Authority Date of Action: 03/17/2000
Application for authority to provide service in accordance with the provisions of Section 63.18(e)(2) of the rules.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 1 of 10
<PAGE>
<TABLE>
<S> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
ITC-214-20000125-00039 FONE.NET, LLC
International Telecommunications Certificate
SERVICE(S): Global or Limited Global Facilities-Based AND Resale Service
Grant of Authority Date of Action: 03/22/2000
Application for authority to operate as a facilities-based carrier in accordance with the provisions of Section 63.18(e)(1) of the
rules and also to provide service in accordance with the provisions of Section 63.18(e)(2) of the rules.
- ------------------------------------------------------------------------------------------------------------------------------------
ITC-214-20000127-00066 NORTHVOICE COMMUNICATIONS (USA) INC.
International Telecommunications Certificate
SERVICE(S): Global or Limited Global Facilities-Based AND Resale Service
Grant of Authority Date of Action: 03/17/2000
Application for authority to operate as a facilities-based carrier in accordance with the provisions of Section 63.18(e)(1) of the
rules and also to provide service in accordance with the provisions of Section 63.18(e)(2) of the rules.
- ------------------------------------------------------------------------------------------------------------------------------------
ITC-214-20000128-00026 LUMINUS COMMUNICATIONS, LLC
International Telecommunications Certificate
SERVICE(S): Global or Limited Global Facilities-Based Service, Global or Limited Global Resale Service
Grant of Authority Date of Action: 03/17/2000
Application for authority to operate as a facilities-based carrier in accordance with the provisions of Section 63.18(e)(1) of the
rules and also to provide service in accordance with the provisions of Section 63.18(e)(2) of the rules.
- ------------------------------------------------------------------------------------------------------------------------------------
ITC-214-20000128-00065 9278 COMMUNICATIONS, INC.
International Telecommunications Certificate
SERVICE(S): Global or Limited Global Facilities-Based Service, Global or Limited Global Resale Service
Grant of Authority Date of Action: 03/22/2000
Application for authority to operate as a facilities-based carrier in accordance with the provisions of Section 63.18(e)(1) of the
rules and also to provide service in accordance with the provisions of Section 63.18(e)(2) of the rules.
- ------------------------------------------------------------------------------------------------------------------------------------
ITC-214-20000128-00102 VITCOM CORPORATION (d/b/a VITCOM )
International Telecommunications Certificate
SERVICE(S): Global or Limited Global Facilities-Based Service, Global or Limited Global Resale Service
Grant of Authority Date of Action: 03/22/2000
Application for authority to operate as a facilities-based carrier in accordance with the provisions of Section 63.18(e)(1) of the
rules and also to provide service in accordance with the provisions of Section 63.18(e)(2) of the rules.
- ------------------------------------------------------------------------------------------------------------------------------------
ITC-214-20000201-00089 STRATEGIC INTERNATIONAL TELECOM, LTD.
International Telecommunications Certificate
SERVICE(S): Global or Limited Global Resale Service
Grant of Authority Date of Action: 03/17/2000
Application for authority to provide service in accordance with the provisions of Section 63.18(e)(2) of the rules.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 2 of 10
<PAGE>
<TABLE>
<S> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
ITC-214-20000202-00063 AMERICAN INTERNET COMMUNICATIONS, L.L.C.
International Telecommunications Certificate
SERVICE(S): Global or Limited Global Facilities-Based Service, Global or Limited Global Resale Service
Grant of Authority Date of Action: 03/17/2000
Application for authority to operate as a facilities-based carrier in accordance with the provisions of Section 63.18(e)(1) of the
rules and also to provide service in accordance with the provisions of Section 63.18(e)(2) of the rules.
- ------------------------------------------------------------------------------------------------------------------------------------
ITC-214-20000207-00064 LIG TEL COMMUNICATIONS, INC.
International Telecommunications Certificate
SERVICE(S): Global or Limited Global Resale Service
Grant of Authority Date of Action: 03/22/2000
Application for authority to provide service in accordance with the provisions of Section 63.18(e)(2) of the rules.
- ------------------------------------------------------------------------------------------------------------------------------------
ITC-214-20000209-00090 EVANNET COMMUNICATION INC.
International Telecommunications Certificate
SERVICE(S): Global or Limited Global Facilities-Based AND Resale Service
Grant of Authority Date of Action: 03/17/2000
Application for authority to operate as a facilities-based carrier in accordance with the provisions of Section 63.18(e)(1) of the
rules and also to provide service in accordance with the provisions of Section 63.18(e)(2) of the rules.
- ------------------------------------------------------------------------------------------------------------------------------------
ITC-214-20000214-00057 VISCARD L.L.C.
International Telecommunications Certificate
SERVICE(S): Global or Limited Global Resale Service
Grant of Authority Date of Action: 03/17/2000
Application for authority to provide service in accordance with the provisions of Section 63.18(e)(2) of the rules.
- ------------------------------------------------------------------------------------------------------------------------------------
ITC-214-20000215-00091 Z.COM, CORPORATION
International Telecommunications Certificate
SERVICE(S): Global or Limited Global Facilities-Based AND Resale Service
Grant of Authority Date of Action: 03/17/2000
Application for authority to operate as a facilities-based carrier in accordance with the provisions of Section 63.18(e)(1) of the
rules and also to provide service in accordance with the provisions of Section 63.18(e)(2) of the rules.
- ------------------------------------------------------------------------------------------------------------------------------------
ITC-214-20000222-00088 RESEARCH ENGINEERS, INC. (d/b/a REI )
International Telecommunications Certificate
SERVICE(S): Global or Limited Global Facilities-Based Service, Global or Limited Global Resale Service
OTHER COMPANIES:
Grant of Authority Date of Action: 03/22/2000
Application for authority to operate as a facilities-based carrier in accordance with the provisions of Section 63.18(e)(1) of the
rules and also to provide service in accordance with the provisions of Section 63.18(e)(2) of the rules.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 3 of 10
<PAGE>
<TABLE>
<S> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
ITC-214-20000222-00098 S&T TELEPHONE COOPERATIVE ASSOCIATION, INC.
International Telecommunications Certificate
SERVICE(S): Global or Limited Global Resale Service
Grant of Authority Date of Action: 03/22/2000
Application for authority to provide service in accordance with the provisions of Section 63.18(e)(2) of the rules.
- ------------------------------------------------------------------------------------------------------------------------------------
ITC-214-20000222-00099 RAINBOW TELEPHONE COOPERATIVE ASSOCIATION, INC.
International Telecommunications Certificate
SERVICE(S): Global or Limited Global Resale Service
Grant of Authority Date of Action: 03/22/2000
Application for authority to provide service in accordance with the provisions of Section 63.18(e)(2) of the rules.
- ------------------------------------------------------------------------------------------------------------------------------------
ITC-214-20000222-00100 BLUE VALLEY TELEPHONE COMPANY
International Telecommunications Certificate
SERVICE(S): Global or Limited Global Resale Service
Grant of Authority Date of Action: 03/22/2000
Application for authority to provide service in accordance with the provisions of Section 63.18(e)(2) of the rules.
- ------------------------------------------------------------------------------------------------------------------------------------
ITC-214-20000222-00104 GOLDEN BELT TELEPHONE ASSOCIATION, INC.
International Telecommunications Certificate
SERVICE(S): Global or Limited Global Resale Service
Grant of Authority Date of Action: 03/22/2000
Application for authority to provide service in accordance with the provisions of Section 63.18(e)(2) of the rules.
- ------------------------------------------------------------------------------------------------------------------------------------
ITC-214-20000222-00105 PEOPLES TELECOMMUNICATIONS, INC.
International Telecommunications Certificate
SERVICE(S): Global or Limited Global Resale Service
Grant of Authority Date of Action: 03/22/2000
Application for authority to provide service in accordance with the provisions of Section 63.18(e)(2) of the rules
- ------------------------------------------------------------------------------------------------------------------------------------
ITC-214-20000222-00106 THE TRI-COUNTY TELEPHONE ASSOCIATION, INC.
International Telecommunications Certificate
SERVICE(S): Global or Limited Global Resale Service
Grant of Authority Date of Action: 03/22/2000
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 4 of 10
<PAGE>
<TABLE>
<S> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
ITC-214-20000222-00107 SIESTA TELECOM, INC.
International Telecommunications Certificate
SERVICE(S): Global or Limited Global Facilities-Based AND Resale Service
Grant of Authority Date of Action: 03/22/2000
Application for authority to operate as a facilities-based carrier in accordance with the provisions of Section 63.18(e)(1) of the
rules and also to provide service in accordance with the provisions of Section 63.18(e)(2) of the rules.
- ------------------------------------------------------------------------------------------------------------------------------------
ITC-214-20000222-00108 LOCIN COMMUNICATIONS CORP. (d/b/a LCC )
International Telecommunications Certificate
SERVICE(S): Global or Limited Global Facilities-Based AND Resale Service
Grant of Authority Date of Action: 03/22/2000
Application for authority to operate as a facilities-based carrier in accordance with the provisions of Section 63.18(e)(1) of the
rules and also to provide service in accordance with the provisions of Section 63.18(e)(2) of the rules.
- ------------------------------------------------------------------------------------------------------------------------------------
ITC-214-20000223-00110 INTERLOOP, INC.
International Telecommunications Certificate
SERVICE(S): Global or Limited Global Resale Service
Grant of Authority Date of Action: 03/22/2000
Application for authority to provide service in accordance with the provisions of Section 63.18(e)(2) of the rules.
- ------------------------------------------------------------------------------------------------------------------------------------
ITC-214-20000223-00111 NEXTGEN TELEPHONE, INC.
International Telecommunications Certificate
SERVICE(S): Global or Limited Global Facilities-Based AND Resale Service
Grant of Authority Date of Action: 03/22/2000
Application for authority to operate as a facilities-based carrier in accordance with the provisions of Section 63.18(e)(1) of the
rules and also to provide service in accordance with the provisions of Section 63.18(e)(2) of the rules.
- ------------------------------------------------------------------------------------------------------------------------------------
ITC-214-20000223-00112 RONAM INTERNATIONAL, INC.
International Telecommunications Certificate
SERVICE(S): Global or Limited Global Resale Service
Grant of Authority Date of Action: 03/22/2000
Application for authority to provide service in accordance with the provisions of Section 63.18(e)(2) of the rules.
- ------------------------------------------------------------------------------------------------------------------------------------
ITC-214-20000224-00114 ADVANCED REMOTE COMMUNICATIONS SOLUTIONS, INC.
International Telecommunications Certificate
SERVICE(S): Global or Limited Global Resale Service
Grant of Authority Date of Action: 03/22/2000
Application for authority to provide service in accordance with the provisions of Section 63.18(e)(2) of the rules.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Page 5 of 10
<PAGE>
<TABLE>
<S> <C>
- ------------------------------------------------------------------------------------------------------------------------------------
ITC-214-20000225-00113 VOICE NET, LLC
International Telecommunications Certificate
SERVICE(S): Global or Limited Global Facilities-Based AND Resale Service
Grant of Authority Date of Action: 03/22/2000
Application for authority to operate as a facilities-based carrier in accordance with the provisions of Section 63.18(e)(1) of the
rules and also to provide service in accordance with the provisions of Section 63.18(e)(2) of the rules.
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ITC-214-20000225-00116 TDS LONG DISTANCE CORPORATION
International Telecommunications Certificate
SERVICE(S): Global or Limited Global Resale Service
Grant of Authority Date of Action: 03/22/2000
Application for authority to provide service in accordance with the provisions of Section 63.18(e)(2) of the rules.
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ITC-214-20000228-00095 KYTEL INTERNATIONAL, INC.
International Telecommunications Certificate
SERVICE(S): Global or Limited Global Facilities-Based Service, Global or Limited Global Resale Service
Grant of Authority Date of Action: 03/22/2000
Application for authority to operate as a facilities-based carrier in accordance with the provisions of Section 63.18(e)(1) of the
rules and also to provide service in accordance with the provisions of Section 63.18(e)(2) of the rules.
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ITC-214-20000228-00097 MIH INFORMATION SERVICES, INC.
International Telecommunications Certificate
SERVICE(S): Global or Limited Global Facilities-Based Service, Global or Limited Global Resale Service
Grant of Authority Date of Action: 03/22/2000
Application for authority to operate as a facilities-based carrier in accordance with the provisions of Section 63.18(e)(1) of the
rules and also to provide service in accordance with the provisions of Section 63.18(e)(2) of the rules.
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ITC-ASG-20000210-00092 MILLENNIUM OPTICAL NETWORKS, INC.
Assignment
Grant of Authority Date of Action: 03/17/2000
FROM: MILLENNIUM OPTICAL NETWORKS, INC.
TO: MILLENNIUM OPTICAL NETWORKS/NORTH AMERICA, INC.
Application for Consent to an Assignment of License of Millennium Optical Networks, Inc. to Millennium Optical
Networks/North America, Inc.
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ITC-ASG-20000216-00093 TRANS GLOBAL COMMUNICATIONS, INC.
Assignment
Grant of Authority Date of Action: 03/17/2000
FROM: TRANS GLOBAL COMMUNICATIONS, INC.
TO: eGLOBE, INC.
Application for Consent to an Assignment of License of Trans Global Communications, Inc. to eGlobe, Inc.
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</TABLE>
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<PAGE>
<TABLE>
<S> <C>
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ITC-T/C-20000224-00115 THE FURST GROUP, INC.
Transfer of Control
Grant of Authority Date of Action: 03/22/2000
FROM: THE FURST GROUP, INC.
TO: FURST HOLDING, INC.
Application for Consent to Transfer Control of The Furst Group, Inc. to Furst Holding, Inc.
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INFORMATIVE
ITC-214-19971118-00718 INTEROUTE TELECOMMUNICATIONS, INC.
Interoute Telecommunications, LLC has merged into Interoute, Inc., by letter dated March 3, 2000.
ITC-214-19990729-00490 ATI OPERATING COMPANY
Advanced Telecommunications, Inc., pursuant to Section 63.21(i) of the Commission's Rules, hereby notify the
Commission that it is providing service through its subsidiary, by letter dated March 15, 2000.
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</TABLE>
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<PAGE>
CONDITIONS APPLICABLE TO INTERNATIONAL SECTION 214 AUTHORIZATIONS
(1) These authorizations are subject to the Exclusion List for International
Section 214 Authorizations, which identifies restrictions on providing service
to particular countries or using particular facilities. The most recent
Exclusion List is attached to this Public Notice. The list applies to all U.S.
international carriers, including those that have previously received global or
limited global Section 214 authority, whether by streamlined grant or specific
written order. Carriers are advised that the attached Exclusion List is subject
to amendment at any time pursuant to the procedures set forth in Streamlining
the International Section 214 Authorization Process and Tariff Requirements, IB
Docket No. 95-118, 11 FCC Rcd 12884 (1996), para. 18. A copy of the current
Exclusion List will be maintained in the FCC Reference and Information Center
and will be available at http://www.fcc.gov/ib/td/pf/exclusionlist.html. It also
will be attached to each Public Notice that grants international Section 214
authority.
(2) The export of telecommunications services and related payments to countries
that are subject to economic sanctions may be restricted. For information
concerning current restrictions, call the Office of Foreign Assets Control, U.S.
Department of the Treasury, (202) 622-2520.
(3) Carriers shall comply with the requirements of Section 63.11 of the
Commission's rules, which requires notification by, and in certain circumstances
prior approval for, U.S. carriers acquiring an affiliation with foreign
carriers. A carrier that acquires an affiliation with a foreign carrier will be
subject to possible reclassification as a dominant carrier on an affiliated
route pursuant to the provisions of Section 63.10 of the rules.
(4) Carriers shall comply with the Commission's International Settlements Policy
and associated filing requirements contained in Sections 43.51 and 64.1001 of
the Commission's Rules, 47 C.F.R. ss.ss. 43.51, 64.1001. The Commission modified
these requirements mosT recently in 1998 Biennial Regulatory Review - Reform of
the International Settlements Policy and Associated Filing Requirements, IB
Docket Nos. 98-148, 95-22, CC Docket No. 90-337 (Phase II), FCC 99-73 (rel. May
6, 1999). In addition, any carrier interconnecting private lines to the U.S.
public switched network at its switch, including any switch in which the carrier
obtains capacity either through lease or otherwise, shall file annually with the
Chief, International Bureau, a certified statement containing, on a
country-specific basis, the number and type (e.g., 64 kbps circuits) of private
lines interconnected in such manner. The Commission will treat the country of
origin information as confidential. Carriers need not file their contracts for
interconnection unless the Commission specifically requests. Carriers shall file
their annual report on February 1 (covering international private lines
interconnected during the preceding January 1 to December 31 period) of each
year. International private lines to countries for which the Commission has
authorized the provision of switched basic services over private lines at any
time during a particular reporting period are exempt from this requirement. See
47 C.F.R. ss. 43.51(d).
(5) Carriers authorized to provide private line service either on a facilities
or resale basis are limited to the provision of such private line service only
between the United States and those foreign points covered by their referenced
applications for Section 214 authority. In addition, the carriers may not -- and
their tariffs must state that their customers may not -- connect their private
lines to the public switched network at either the U.S. or foreign end, or both,
for the provision of international switched basic services, unless the
Commission has authorized the provision of switched services over private lines
to the particular country at the foreign end of the private line or the carrier
is exchanging switched traffic with a foreign carrier that the Commission has
determined lacks market power in the country at the foreign end of the private
line. See 47 C.F.R. ss.ss. 63.16, 63.22(e), 63.23(d). A foreign carrier lacks
market power for purposes of this rule if it does not appear on the Commission
list of foreign carriers that do not qualify for the presumption that they lack
market power in particular foreign points. This list is available at
http://www.fcc.gov/Bureaus/International/Public_Notices/1999/da990809.txt. See
generally 1998 Biennial Regulatory Review - Reform of the International
Settlements Policy and Associated Filing Requirements, IB Docket Nos. 98-148,
95-22, CC Docket No. 90-337 (Phase II), FCC 99-73 (rel. May 6, 1999), paras.
12-15, 102-109.
(6) The Commission has authorized the provision of switched basic services via
facilities-based or resold private lines between the United States and the
following foreign points: Sweden, Canada, New Zealand, the United Kingdom,
Australia, The Netherlands, Luxembourg, Norway, Denmark, France, Germany,
Belgium, Austria, Switzerland, Japan, Italy, Ireland, Hong Kong, Iceland, Spain,
Finland, Israel, Singapore, Netherlands Antilles and Poland.
(7) Carriers may engage in "switched hubbing" to countries for which the
Commission has not authorized the provision of switched basic services over
private lines consistent with Section 63.17(b) of the rules.
(8) Carriers may provide U.S. inbound or outbound switched basic service via
their authorized private lines extending between or among the United States,
Sweden, New Zealand, the United Kingdom, Australia, The Netherlands, Luxembourg,
Norway, Denmark, France, Germany, Belgium, Austria, Switzerland, Japan, Italy,
Ireland, Hong Kong, Iceland, Spain, Finland, Israel, Singapore, Netherlands
Antilles and Poland, Iceland, Spain, Finland, Israel, Singapore, Netherlands
Antilles and Poland.
(9) Carriers shall comply with the "No Special Concessions" rule, Section 63.14,
47 C.F.R.ss.63.14.
(10) Carriers shall file a tariff pursuant to Section 203 of the Communications
Act of 1934, as amended, 47 U.S.C.ss.203, and Part 61 of the Commission's Rules,
47 C.F.R. Part 61, for their authorized services. See also 47 C.F.R.ss.20.15(d).
Page 8 of 10
<PAGE>
(11) Carriers shall file the annual reports of overseas telecommunications
traffic required by Section 43.61(a). Carriers shall also file the quarterly
reports required by Section 43.61 in the circumstances specified in paragraphs
(b) and (c) of that Section.
(12) Carriers shall file annual reports of circuit status and/or circuit
additions in accordance with the requirements set forth in Rules for Filing of
International Circuit Status Reports, CC Docket No. 93-157, Report and Order, 10
FCC Rcd 8605 (1995). See 47 C.F.R. ss.ss. 43.82, 63.23(e). These requirements
apply to facilities-based carriers and private line resellers, respectively.
(13) Carriers should consult Section 63.19 of the rules when contemplating a
discontinuance, reduction or impairment of service. Further, the grant of these
applications shall not be construed to include authorization for the
transmission of money in connection with the services the applicants have been
given authority to provide. The transmission of money is not considered to be a
common carrier service.
(14) If any carrier is reselling service obtained pursuant to a contract with
another carrier, that contract or a contract summary shall be filed publicly by
the underlying carrier in accordance with Section 203 of the Communications Act,
47 U.S.C. ss. 203, and Competition in the Interstate Interexchange Marketplace,
6 FCC Rcd 5880, 5902 (1991). In addition, the services obtained by contract
shall be made generally available by the underlying carrier to similarly
situated customers at the same terms, conditions and rates.
(15) To the extent that any of the above-listed applicants intends to provide
international call-back services through the use of uncompleted call signaling,
its authorization to resell international switched voice and/or data services to
provide these services is expressly subject to the conditions listed in VIA USA
Ltd., et al., 9 FCC Rcd 2288 (1994), on recon., 10 FCC Rcd 9540 (1995).
(16) To the extent the applicant is, or is affiliated with, an incumbent
independent local exchange carrier, as those terms are defined in Section
64.1902 of the rules, it shall provide the authorized services in compliance
with the requirements of Section 64.1903. See Regulatory Treatment of LEC
Provision of Interexchange Services Originating in the LEC's Local Exchange Area
and Policy and Rules Concerning the Interstate, Interexchange Marketplace,
Second Report and Order in CC Docket No. 96-149 and Third Report and Order in CC
Docket No. 96-61, 12 FCC Rcd 15756, recon., 12 FCC Rcd 8730 (1997), Order, 13
FCC Rcd 6427 (Com. Car. Bur. 1998), further recon., FCC 99-103 (rel. June 30,
1999).
(17) Except as otherwise ordered by the Commission, a carrier authorized here to
provide facilities-based service that (i) is classified as dominant under
Section 63.10 of the rules for the provision of such service on a particular
route and (ii) is affiliated with a carrier that collects settlement payments
for terminating U.S. international switched traffic at the foreign end of that
route may not provide facilities-based service on that route unless the current
rates the affiliate charges U.S. international carrier to terminate traffic are
at or below the Commission's relevant benchmark adopted in International
Settlement Rates, IB Docket No. 96-261, Report and Order, 12 FCC Rcd 19806
(1997). See also Report and Order on Reconsideration and Order Lifting Stay in
IB Docket No. 96-261, FCC 99-124 (rel. June 11, 1999). For the purposes of this
rule, "affiliation" and "foreign carrier" are defined in Section 63.09.
Petitions for reconsideration under Section 1.106 or applications for review
under Section 1.115 of the Commission's rules in regard to the grant of any of
these applications may be filed within thirty days of this public notice (see
Section 1.4(b)(2)).
For additional information, please contact the FCC Reference and Information
Center, Room CY-A257, 445 12th Street, SW, Washington, D.C. 20554, (202)
418-0270.
Exclusion List for International Section 214 Authorizations
- -- Last Modified December 22, 1999 -
Page 9 of 10
<PAGE>
The following is a list of countries and facilities not covered by grant of
global Section 214 authority under Section 63.18(e)(1) of the Commission's
Rules, 47 C.F.R. ss. 63.18(e)(1). In addition, the facilities listed shall not
be used by U.S. carriers authorized under Section 63.18 of the Commission's
Rules unless the carrier's Section 214 authorization specifically lists the
facility. Carriers desiring to serve countries or use facilities listed as
excluded hereon shall file a separate Section 214 application pursuant to
Section 63.18(e)(4) of the Commission's Rules. See generally 47 C.F.R. ss.
63.22.
Countries:
Cuba (Applications for service to Cuba shall comply with the separate filing
requirements of the Commission's Public Notice Report No. I-6831, dated July 27,
1993, "FCC to Accept Applications for Service to Cuba.")
Facilities:
All non-U.S.-licensed satellite systems that are not on the Permitted Space
Station List, maintained at http://www.fcc.gov/ib/srd/se/permitted.html. See
International Bureau Public Notice, DA 99-2844 (rel. Dec. 17, 1999).
This list is subject to change by the Commission when the public interest
requires. Before amending the list, the Commission will first issue a public
notice giving affected parties the opportunity for comment and hearing on the
proposed changes. The Commission may then release an order amending the
exclusion list. This list also is subject to change upon issuance of an
Executive Order. See Streamlining the Section 214 Authorization Process and
Tariff Requirements, IB Docket No. 95-118, FCC 96-79, 11 FCC Rcd 12,884,
released March 13, 1996 (61 Fed. Reg. 15,724, April 9, 1996). A current version
of this list is maintained at
http://www.fcc.gov/ib/td/pf/telecomrules.html#exclusionlist.
For additional information, contact the International Bureau's
Telecommunications Division, Policy & Facilities Branch, (202) 418-1460.
Page 10 of 10
