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Exhibit 2.3
EXHIBIT "C"
SECURITY AGREEMENT
SECURITY AGREEMENT
1.) PARTIES TO AGREEMENT
This agreement is entered into between Tru-Tel Communications, L.L.C. (Borrower)
and UnitedPayphone Services, Inc. (Lender)
2.) DATE OF AGREEMENT
Entered in to this 15th day of Novmeber, 1996 at Las Vegas, Nevada.
3.) SECURITY INTEREST OF AGREEMENT
The borrower conveys to the lender a lien and security interest in the
following.
See Attached Exhibit A including approximately Eight hundred Ninety
(890) installed payphones and other equipment.
The security interest and lien include all additons and improvements.
4.) TERMINATION OF AGREEMENT
This agreement terminates when a promissory note for $ Eight hundred Eleven
Thousand Two Hundred Fifty Dollars ($811,250.00) dated on the 15th day of
November, 1996 between the borrower and lender is paid in full.
5.) POSSESSION OF SECURED PROPERTY
The borrower is entitled to maintain possession of the secured property until
the borrower fails to make timely payments on the promissory note described in
Paragraph 3.
6.) CONDITION OF PROPERTY
Borrower agrees to maintain the property in good condition, and agrees to keep
the property free of claims for taxes and repairs and agrees not to misuse the
property. Borrower agrees to use the property strictly according to the laws
of the state of Nevada, where it is located.
7.) INSURANCE ON PROPERTY
Borrower agrees to insure the property against fire, and theft in the amount of
$2,500,000.00 and to provide lender with evidence that the isurance was
obtained.
8.) REPOSSESION OF PROPERTY
If any payment on the promissory note described in Paragraph 4 is more than ten
days late, the lender is entitled to possession of property. Before taking
possession of the property, the lender is required to notify the borrower by
certified mail that the lender intends to repossess the property. The lender
may repossess the property only by nonviolent means. If the borrower refuses
to peaceably give up possession of the property, the borrower may seek a court
order requiring the borrowe to give up possession. In the event that a court
order to relinquish possession is neccessary, the lender is entitled to
recover reasonable attorney's fees.
9.) ADDRESS CHANGES
The borrower agrees to inform the lender within ten days of any change of
address.
In Witness Whereof, I/We have hereunto set my hand/our hands this 15th day of
November, 1996
Tru-Tel Communications, LLc
Signature of the Borrower Signature of the Lender
Quaid Quadri, President & Manager President
Print or type name here Print or type name here
State of Nevada
County of Xxxxx
On this 7th day of November 19 personally appeared before me, a Notary Public
Quaid X. Xxxxxx Xxxxx X. Xxxxxxxx
Borrower Lender
personally known before me to be the person whose name(s) is subscribed to the
above instrument who acknowledged that he executed the instrument
Witness my hand and official seal
Notary Public
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EXHIBIT "A"
DESCRIPTION OF PURCHASED ASSETS
1. All pay telephones, booths, enclosures, pedestals, signage,
wiring and other personal property on location throughout
Arizona, including, without limitation, all such personal
property located at the locations listed on Exhibit "F" attached
hereto and made a part hereof.
2. All inventory of SELLER, including, without limitation, all pay
telephones, enclosures, booths, pedestals, handsets, coin
mechanisms, signage and all other spare parts utilized in
SELLER's pay telephone business. All of the inventory is
attached hereto as Exhibit A-2 and made a part hereof.
3 . All of SELLER'S service and other motor vehicles, as more
specifically described on Exhibit A-3 attached hereto and made
a part hereof.
4. All of SELLER's rights in and to the written and oral contracts,
arrangements understandings, licenses and privileges with
locations relating to the past, present or future installation,
servicing and/or operation of pay telephones by SELLER, which
location agreements are more particularly described on Exhibit
"'F" attached hereto and made a part hereof.
5. All customer lists related to SELLER's business, including,
without limitation, the customer lists attached hereto as
Exhibit A-4 and/or Exhibit "F".
6. All of SELLER's rights as Tenant under the real property leases
for the office leases in Tucson and Phoenix, Arizona, subject to
the Landlord's written consent (which consent is a condition
precedent to the effectiveness of this Agreement as provided
for in Section 1.8).
7. A list of such personal property is attached hereto as Exhibit
A-5. All software, firmware, hardware or other intellectual
property rights, unless expressly excluded on Exhibit "A-1".
8. All licenses, permits, consents and certificates of any
regulatory, administrative or other governmental agency or body
issued to or held by SELLER necessary or incidental to the
conduct of SELLER's pay telephone business (to the extent that
any of the same are transferrable).
