Exhibit 10.23
STATE OF ALABAMA
MONTGOMERY COUNTY
THIS LEASE AND CONTRACT, made by and between, Union Springs Telephone
Company, a subsidiary of Ropir Industries, Inc. hereinafter called LESSOR and
Call Points, Inc. hereinafter called LESSEE.
W I T N E S S E T H:
1. The Lessor hereby rents and leases to the Lessee one (1) Dist 21300
Enhance Conference System to be used by the lessee as conference bridges and for
no other use or purpose whatsoever, for and during the term dated from the 1st
day of September 1996 to be renewed every year unless written notice is
received 30 days prior to renewal and covenants to keep the Lessee in
possession of the leased premises during said term, provided the Lessee complies
with the terms and provisions contained herein.
2. The Lessee agrees to pay to the Lessor at its office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ or such place as lessor may notify Lessee in
writing as rent for the leased premises Three thousand One Hundred Twenty-Five
and No/100 ($3125.00) Dollars on the first day of each month in advance during
said term, being at the rate of Thirty-Seven Thousand Five Hundred and No/100
($37500.00) Dollars per annum.
3. The Lessee hereby acknowledges that said leased equipment is received
in good condition, and to further maintain such leased equipment in such
condition, order and repair as the same are in at the commencement of said term
or may be put in during the term except reasonable wear and tear and damages by
fire or other casualty not caused by or growing out of negligence, default or
wrongful act of Lessee or the agents or employees of lessee and to permit no
waste of the leased equipment or to allow the same to be done, but to take good
care of the same; and Lessee agrees on the termination of this Lease to
surrender to lessor the quiet and peaceable possession of said leased equipment
in like good order as at the commencement of said term, normal wear and tear
excepted.
4. It is agreed that Lessee shall not have the right or power to sublease
said leased equipment or any part thereof or to transfer or assign this Lease or
permit the use of any part of said leased equipment by others without the
written consent of the Lessor hereon endorsed, the Lessee shall not use or
permit to be used the leased equipment for any other purpose than as herein
leased equipment without the written consent of Lessor.
5. It is mutually agreed that if Lessee should fail to pay any one of the
above described installments of rent at maturity, then at the election of the
Lessor all the remaining installments shall at once become due and payable and
the Lessor may treat them as due and payable, without further notice to Lessee,
this Lease being sufficient notice, an if in order to
entitle the Lessor to do so, it shall not be necessary to give any notice of
the rent or any installment being due and unpaid, or to make any demand for the
same, or to give any notice of the violation of this Lease by the Lessee, the
execution of this Lease, signed by the said Lessor and the Lessee, which
execution is hereby acknowledged being sufficient notice of the rent being due,
and of the demand for the same, and shall be so construed between the parties
hereto, any law, usage or custom to the contrary notwithstanding.
6. This Lease together with any and all addendum or amendments hereto
shall inure to the benefit of the respective parties hereto, their successors,
heirs, personal representatives or assigns (provided that any assignment by the
Lessee shall be effective only if made in strict accordance with the terms of
this Lease).
IN WITNESS WHEREOF, the Lessor and Lessee have hereunto executed this Lease
on the day and year first above written.
LESSOR:
Union Springs Telephone Co., a
subsidiary of Ropir Industries,
Inc.
/s/
-----------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇, President
LESSEE:
Call Points, Inc.
/s/
-----------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Executive Vice
President
2
RIDER NO. 1
DATED AS OF SEPTEMBER 1, 1996
TO LEASE AGREEMENT
DATED AS OF SEPTEMBER 1, ▇▇▇▇
▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇ TELEPHONE CO.
A SUBSIDIARY OF ROPIR INDUSTRIES, INC.
AND
CALL POINTS, INC.
Lessor and Lessee hereby agree to add the sections described below to the
above referenced Lease. Unless otherwise provided, all terms used herein have
the meanings ascribed to them in the Lease.
1. Notwithstanding any provisions either or implied to the contrary and
provided Lessee is not in default or breach of the Lease or any other present or
future obligation to Lessor, its successors or assigns, Lessee shall have the
option at the expiration or termination (other than by breach or default) of the
Lease term, by giving written notice to Lessor at least one hundred twenty (120)
days prior thereto, to purchase all of Lessor's rights, title and interest, if
any, in and to all, but not less than all, the Equipment, for the amount set
forth below ("Purchase Price"), plus all sales, transfer or other taxes,
including but not limited to, title and transfer fees, if any, arising by reason
of the sale and purchase of the Equipment together with any and all rentals or
other amounts remaining unpaid under the pursuant to the Lease ("Aggregate
Purchase Price").
PURCHASE PRICE: ONE DOLLAR ($1.00)
Lessee shall pay the Aggregate Purchase Price to Lessor not later than the
last day of the Lease term, by certified funds or immediately available funds
payable to the order of Lessor and shall remit to Lessor at Lessor's address set
forth in the Lease or as Lessor may advise from time to time.
Until all amounts hereunder are paid by Lessee and all performance by
Lessee is complete, Lessee hereby grants to Lessor and Lessor hereby accepts a
first priority security interest in the Equipment and the proceeds thereof
(including insurance proceeds).
Lessee agrees that any sale, conveyance or transfer to Lessor pursuant
hereto shall be of Lessor's right, title and interest, if any, in and to the
Equipment, AS IS, WHERE IS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIES,
INCLUDING WARRANTY OF MERCHANTIBILITY AND FITNESS FOR PURPOSE, and Lessee shall
hold harmless and indemnify lessor from and against all claims for property
damage, personal injury or death to Lessee and/or third parties growing out of
or resulting from the ownership, use or possession of the Equipment, or imposed
upon, incurred or directed against lessor, whatsoever levied on, on account of
or as a consequence of the sale and purchase of the Equipment.
Except as herein specifically provided, the Lease remains unmodified and in
full force and effect.
IN WITNESS WHEREOF, the parties to the Lease have caused this Rider No. 1
to be executed by their authorized representatives as of the date set forth
above.
LESSOR: LESSEE:
Union Springs Telephone Co., a Call Points, Inc.
subsidiary of Ropir Industries, Inc.
/s/ /s/
-------------------------------------- ----------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇▇, President ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Executive Vice
President
Date:_________________________________ Date:_____________________________
