Xxxxxxx Title. Date: -------------------------- ----------- --------- Witness: /s/ [Signature Illegible] -------------------------- Accepted by LESSOR: SANTA BARBXXX XXXK & TRUST /s/ [Signature Illegible] Title: SVP Date: 5/17/00 ------------------------- ----------- --------- SCHEDULE "A" EQUIPMENT SCHEDULE THIS SCHEDULE is attached hereto and made part of that certain Equipment Lease Agreement, number , ("Lease") between Santa Barbxxx Xxxk & Trust., as Lessor, and Interactive Telesis, Inc., as Lessee. VENDOR: PARAGON VOICE SYSTEMS 12620 XXXX XXXXX XX #000 XXX XXXXX, XX 00000 0 D/240PCI-T1 BOARD S/N FA005133, S/N FA005134, S/N FA005135, S/N FA005136 2 D/300SC-E1-120 S/N DT114322, S/N DT114323 4 D/240PCI-T1 BOARD S/N FA004464, S/N FA004465, S/N FA004466, S/N FA004467 Lessee hereby certifies that the description of personal property set forth above constitutes an accurate account of the Equipment, as such is defined in the Lease Agreement of which this Schedule is a part. Lessee: Interactive Telesis, Inc. Lessor: Santa Barbxxx Xxxk & Trust By: /s/ DONAXX X. XXXXXXX By: /s/ [SIGNATURE ILLEGIBLE] ------------------------- -------------------------- Title: President Title: SVP ------------------------- -------------------------- Date: 4-26-00 Date 5/17/00 ------------------------- -------------------------- 4 -------------------------------------------------------------------------------- GUARANTEE OF LEASE DATED _______________ BY AND BETWEEN SANTA BARBXXX XXXK & TRUST, AS LESSOR, AND INTERACTIVE TELESIS, INC., AS LESSEE -------------------------------------------------------------------------------- To induce LESSOR to enter into the above lease, and any extensions, renewals, modifications or additions thereto, the undersigned and each of them if there be more than one, (hereinafter jointly and severally called "Guarantor") jointly and severally guarantees and promises to pay to Lessor at the address set out above, or such other place as Lessor shall from time to time advise in writing, on demand, xx due and punctual payment and performance of any and all indebtedness of the above named Lessee ("Lessee"). This is a guaranty of payment and performance and not of collection. The Guarantor's obligations hereunder shall be unconditional xxx shall not be subject to any defense, setoff, counterclaim or recoupment (whatsoever) irrespective of the genuineness, validity, regularity or enforceability of the indebtedness or any conduct of the Lessee and/or Lessor which might constitute a legal or equitable discharge of a surety, guarantor or guaranty. The obligations hereunder are independent of the obligations of Lessee or the obligations of any other person(s) or guarantor(s) who may be liable to Lessor in whole or in part for the indebtedness, and a separate action or actions may be brought and prosecuted against Guarantor or any of them (if there be more than one) whether action is brought against Lessee alone or whether Lessee be joined in any such action or actions. Guarantor authorizes Lessor, without notice or consent and without affecting, xxxx or discharging in whole or in part its liability hereunder, from time to time to (a) renew, modify, amend, compromise, extend, accelerate, discharge or otherwise change the time for payment of, or otherwise change the terms or provisions of the lease or any part thereof, including increase or decrease of the xxxx; (b) take and hold security for the payment of this guaranty or the indebtedness guaranteed, and exchange, enforce, waive and release any such security; (c) apply such security and direct the order or manner of sale thereof as ???? discretion may determine; and (d) release or substitute in whole or in part any one or more of the endorsers, Guarantor or anyone else who may be partly or wholly liable for any part of the indebtedness. Lessor may without notice assign this guaranty in whole or in part.
Appears in 1 contract
Samples: Commercial Lease Agreement (Interactive Telesis Inc)
Xxxxxxx Title. Secretary - Treasurer Date: -------------------------- ----------- --------- WitnessSigned and delivered in the presence of: /s/ Xxxxxxx Xxxxx ----------------- Unofficial Witness /s/ Xxxxx X. Xxxxx ------------------ Notary Public My Commission Expires:March 16, 1998 [Signature IllegibleNotary Seal] -------------------------- Accepted by LESSOR: SANTA BARBXXX XXXK & TRUST /s/ [Signature Illegible] Title: SVP Date: 5/17/00 ------------------------- ----------- --------- SCHEDULE "A" EQUIPMENT SCHEDULE THIS SCHEDULE is attached hereto and made part of that certain Equipment Lease SUNTRUST BANK, ATLANTA, not in its individual capacity, but solely as Co-Trustee under the Trust Agreement, number , ("Lease") between Santa Barbxxx Xxxk & Trust., as Lessor, and Interactive Telesis, Inc., as Lessee. VENDOR: PARAGON VOICE SYSTEMS 12620 XXXX XXXXX XX #000 XXX XXXXX, XX 00000 0 D/240PCI-T1 BOARD S/N FA005133, S/N FA005134, S/N FA005135, S/N FA005136 2 D/300SC-E1-120 S/N DT114322, S/N DT114323 4 D/240PCI-T1 BOARD S/N FA004464, S/N FA004465, S/N FA004466, S/N FA004467 Head Lessee hereby certifies that the description of personal property set forth above constitutes an accurate account of the Equipment, as such is defined in the Lease Agreement of which this Schedule is a part. Lessee: Interactive Telesis, Inc. Lessor: Santa Barbxxx Xxxk & Trust By: /s/ DONAXX X. XXXXXXX Xxxxx Xxxxxx ---------------------- Name: Xxxxx Xxxxxx Title: Vice President Date: 12/30/96 By: /s/ [SIGNATURE ILLEGIBLE] ------------------------- -------------------------- Xxxxxx Xxxxxxxx ---------------------- Name: Xxxxxx Xxxxxxxx Title: Vice President Title: SVP ------------------------- -------------------------- Date: 412/30/96 Signed and delivered in the presence of: /s/ E. M. Shadru ---------------- Unofficial Witness /s/ Xxxxx X. Xxxxx ------------------ Notary Public My Commission Expires:March 16, 1998 [Notary Seal] CERTAIN OF THE RIGHT, TITLE AND INTEREST OF THE HEAD LESSEE IN AND TO THIS HEAD LEASE HAVE BEEN ASSIGNED TO AND ARE SUBJECT TO A FIRST PRIORITY SECURITY INTEREST IN FAVOR OF THE UNDERSIGNED, AS LENDER, UNDER THE LOAN AGREEMENT AND THE DEED TO SECURE DEBT EACH DATED AS OF DECEMBER 30, 1996. THIS AGREEMENT HAS BEEN EXECUTED IN SEVERAL COUNTERPARTS. ONLY THE ORIGINAL COUNTERPART CONTAINS THE RECEIPT THEREFOR EXECUTED BY THE UNDERSIGNED, ON THE SIGNATURE PAGES THEREOF. SEE SECTION 13 HEREOF FOR INFORMATION CONCERNING THE RIGHTS OF THE HOLDERS OF THE VARIOUS COUNTERPARTS THEREOF. Receipt of this original counterpart of this Head Lease is hereby acknowledged on this ___ day of December, 1996. UTRECHT-26-00 Date 5/17/00 ------------------------- -------------------------- 4 -------------------------------------------------------------------------------- GUARANTEE OF LEASE DATED AMERICA FINANCE CO. By: ____________________________ BY AND BETWEEN SANTA BARBXXX XXXK Name: Title: Date: By: ____________________________ Name: Title: Date: SCHEDULE TO EXHIBIT 10.32.2 HEAD LEASE AGREEMENT (P1) The following table indicates for each transaction the name of the corresponding Owner Participant: Agreement Date Owner Participant --------- ----- ----------------- P1 December 30, 1996 Xxxxxx Xxxxxx Capital Corporation P2 January 3, 1997 Xxxxxx Xxxxxx Capital Corporation F3 December 30, 1996 First Chicago Leasing Corporation F4 December 30, 1996 First Chicago Leasing Corporation N5 December 30, 1996 NationsBanc Leasing & TRUSTR.E. Corporation N6 January 3, AS LESSOR, AND INTERACTIVE TELESIS, INC., AS LESSEE -------------------------------------------------------------------------------- To induce LESSOR to enter into the above lease, and any extensions, renewals, modifications or additions thereto1997 NationsBanc Leasing & R.E. Corporation Other than Appendix A, the undersigned Exhibits and each of them if there Schedules to the Head Lease Agreement (P1) are not filed herewith; however, the registrant hereby agrees that such Exhibits and Schedules will be more than one, (hereinafter jointly and severally called "Guarantor") jointly and severally guarantees and promises provided to pay to Lessor at the address set out above, or such other place as Lessor shall from time to time advise in writing, on demand, xx due and punctual payment and performance of any and all indebtedness of the above named Lessee ("Lessee")Commission upon request. This is a guaranty of payment and performance and not of collection. The Guarantor's obligations hereunder shall be unconditional xxx shall not be subject to any defense, setoff, counterclaim or recoupment (whatsoever) irrespective of the genuineness, validity, regularity or enforceability of the indebtedness or any conduct of the Lessee and/or Lessor which might constitute a legal or equitable discharge of a surety, guarantor or guaranty. The obligations hereunder are independent of the obligations of Lessee or the obligations of any other person(s) or guarantor(s) who may be liable to Lessor in whole or in part for the indebtedness, and a separate action or actions may be brought and prosecuted against Guarantor or any of them (if there be more than one) whether action is brought against Lessee alone or whether Lessee be joined in any such action or actions. Guarantor authorizes Lessor, without notice or consent and without affecting, xxxx or discharging in whole or in part its liability hereunder, from time to time to (a) renew, modify, amend, compromise, extend, accelerate, discharge or otherwise change the time for payment of, or otherwise change the terms or provisions of the lease or any part thereof, including increase or decrease of the xxxx; (b) take and hold security for the payment of this guaranty or the indebtedness guaranteed, and exchange, enforce, waive and release any such security; (c) apply such security and direct the order or manner of sale thereof as ???? discretion may determine; and (d) release or substitute in whole or in part any one or more of the endorsers, Guarantor or anyone else who may be partly or wholly liable for any part of the indebtedness. Lessor may without notice assign this guaranty in whole or in part.Appendix A
Appears in 1 contract
Xxxxxxx Title. Date: -------------------------- ----------- --------- Witness: /s/ [Signature Illegible] -------------------------- Accepted by LESSOR: SANTA BARBXXX XXXK & TRUST /s/ [Signature Illegible] Title: SVP Date: 5/17/00 ------------------------- ----------- --------- SCHEDULE "A" EQUIPMENT SCHEDULE THIS SCHEDULE is attached hereto and made part of that certain Equipment Lease Agreement, number , ("Lease") between Santa Barbxxx Xxxk & TrustAssociate Director FORTIS CAPITAL CORP., as Lessor, and Interactive Telesis, Inc., as Lessee. VENDOR: PARAGON VOICE SYSTEMS 12620 XXXX XXXXX XX #000 XXX XXXXX, XX 00000 0 D/240PCI-T1 BOARD S/N FA005133, S/N FA005134, S/N FA005135, S/N FA005136 2 D/300SC-E1-120 S/N DT114322, S/N DT114323 4 D/240PCI-T1 BOARD S/N FA004464, S/N FA004465, S/N FA004466, S/N FA004467 Lessee hereby certifies that the description of personal property set forth above constitutes an accurate account of the Equipment, as such is defined in the Lease Agreement of which this Schedule is a part. Lessee: Interactive Telesis, Inc. Lessor: Santa Barbxxx Xxxk & Trust Lender By: /s/ DONAXX Xxxxxxxxxxx X. XXXXXXX Xxxxxx --------------------------------- Name: Xxxxxxxxxxx X. Xxxxxx Title: Vice President By: /s/ [SIGNATURE ILLEGIBLE] ------------------------- -------------------------- Xxxxxxx X. Xxxxxx --------------------------------- Name: Xxxxxx X. Xxxxxx Title: President Managing Director BANK OF SCOTLAND, as Lender By: /s/ Xxxxxx Xxxxxx --------------------------------- Name: Xxxxxx Xxxxxx Title: SVP ------------------------- -------------------------- Date: 4-26-00 Date 5/17/00 ------------------------- -------------------------- 4 -------------------------------------------------------------------------------- GUARANTEE OF LEASE DATED _______________ BY AND BETWEEN SANTA BARBXXX XXXK & TRUST, AS LESSOR, AND INTERACTIVE TELESISFirst Vice President BMO XXXXXXX XXXXX FINANCING, INC., AS LESSEE -------------------------------------------------------------------------------- To induce LESSOR to enter into the above leaseas Lender By: /s/ Xxxxx X. Xxxxxxxx --------------------------------- Name: Xxxxx X. Xxxxxxxx Title: Managing Director NATEXIS BANQUES POPULAIRES, as Lender By: /s/ Xxxxxxx X. Xxxxxxxxx --------------------------------- Name: Xxxxxxx X. Xxxxxxxxx Title: Vice President By: /s/ Xxxxxx x'Xxxxxx --------------------------------- Name: Xxxxxx x'Xxxxxx Title: Senior Vice President & Regional Manager XXXXX XXXX XX XXXXXX, as Lender By: /s/ Xxxxx Xxxxxxx --------------------------------- Name: Xxxxx Xxxxxxx Title: Vice President UNION BANK OF CALIFORNIA, N.A., as Exiting Lender By: /s/ Xxxxxx Xxxxxxxxx --------------------------------- Name: Xxxxxx Xxxxxxxxx Title: Senior Vice President SCHEDULE 2 SECURITY SCHEDULE 1. Amended and any extensionsRestated Security Agreement dated as of February 24, renewals2000, modifications from Borrower, in favor of Toronto Dominion (Texas), Inc. ("TD (Texas)"), as Agent (as amended, supplemented, restated or additions thereto, the undersigned and each of them if there be more than one, (hereinafter jointly and severally called "Guarantor") jointly and severally guarantees and promises to pay to Lessor at the address set out above, or such other place as Lessor shall otherwise modified from time to time advise in writingtime, on demand, xx due and punctual payment and performance of any and all indebtedness of the above named Lessee ("LesseeSecurity Agreement"). This is a guaranty , covering all personal property of payment and performance and not of collection. The Guarantor's obligations hereunder shall be unconditional xxx shall not be subject to any defense, setoff, counterclaim or recoupment (whatsoever) irrespective of the genuineness, validity, regularity or enforceability of the indebtedness or any conduct of the Lessee and/or Lessor which might constitute a legal or equitable discharge of a surety, guarantor or guaranty. The obligations hereunder are independent of the obligations of Lessee or the obligations of any other person(s) or guarantor(s) who may be liable to Lessor in whole or in part for the indebtedness, and a separate action or actions may be brought and prosecuted against Guarantor or any of them (if there be more than one) whether action is brought against Lessee alone or whether Lessee be joined in any such action or actions. Guarantor authorizes Lessor, without notice or consent and without affecting, xxxx or discharging in whole or in part its liability hereunder, from time to time to (a) renew, modify, amend, compromise, extend, accelerate, discharge or otherwise change the time for payment of, or otherwise change the terms or provisions of the lease or any part thereof, including increase or decrease of the xxxx; (b) take and hold security for the payment of this guaranty or the indebtedness guaranteed, and exchange, enforce, waive and release any such security; (c) apply such security and direct the order or manner of sale thereof as ???? discretion may determine; and (d) release or substitute in whole or in part any one or more of the endorsers, Guarantor or anyone else who may be partly or wholly liable for any part of the indebtedness. Lessor may without notice assign this guaranty in whole or in partBorrower.
Appears in 1 contract
Samples: Credit Agreement (W&t Offshore Inc)
Xxxxxxx Title. DateAttorney-in-Fact The foregoing Underwriting Agreement is hereby confirmed and accepted by the Representatives in New York, New York as of the date first above written. BANC OF AMERICA SECURITIES LLC XXXXXXX XXXXX & ASSOCIATES, INC. Acting as Representatives of the several Underwriters named in the attached Schedule A. BY: -------------------------- ----------- --------- WitnessBANC OF AMERICA SECURITIES LLC By: /s/ [Signature Illegible] -------------------------- Accepted by LESSORXxxxxxx Xxxxxx, Xx. ---------------------------------- Name: SANTA BARBXXX XXXK & TRUST /s/ [Signature Illegible] Xxxxxxx Xxxxxx, Xx. Title: SVP DateManaging Director SCHEDULE A NUMBER OF FIRM COMMON SHARES UNDERWRITERS TO BE PURCHASED Banc of America Securities LLC ................. 5,414,400 Xxxxxxx Xxxxx & Associates, Inc. ............... 1,353,600 Xxxx, Xxxx & Co., Inc. ......................... 144,000 Xxxxxxx Xxxxxx Xxxxxx .......................... 144,000 Sandler X'Xxxxx & Partners L.P. ................ 144,000 Total.................................. 7,200,000 Schedule A SCHEDULE B NUMBER OF NUMBER OF FIRM OPTIONAL COMMON SHARES TO BE COMMON SHARES SOLD IF OPTIONS ARE EXERCISED SELLING SHAREHOLDER TO BE SOLD IN FULL Capital Z Financial Services Fund II, L.P. 484,741 0 00 Xxxxxxxx Xxxxxx New York, NY 10012 Attention: 5/17/00 ------------------------- ----------- --------- SCHEDULE "A" EQUIPMENT SCHEDULE THIS SCHEDULE is attached hereto and made part of that certain Equipment Lease AgreementXxxxx Xxxxxx Capital Z Financial Services Private Fund II, number L.P. 2,575 00 Xxxxxxxx Xxxxxx New York, ("Lease") between Santa Barbxxx Xxxk & Trust.NY 10012 Attention: Xxxxx Xxxxxx UAFC, as Lessor, and Interactive Telesis, Inc., as Lessee. VENDOR: PARAGON VOICE SYSTEMS 12620 XXXX XXXXX XX #000 XXX XXXXXL.P. 660,053 0 00 Xxxxx XxXxxxx Xxxxxx Xxxxxxx, XX 00000 Attention: Xxxxxxx Xxxx X.X. Xxxxxx Partners (BHCA), L.P. 252,631 0 D/240PCI-T1 BOARD S/N FA005133, S/N FA005134, S/N FA005135, S/N FA005136 2 D/300SC-E1-120 S/N DT114322, S/N DT114323 4 D/240PCI-T1 BOARD S/N FA004464, S/N FA004465, S/N FA004466, S/N FA004467 Lessee hereby certifies that the description of personal property set forth above constitutes an accurate account 1221 Avenue of the EquipmentAmericas Xxx Xxxx, XX 00000 Attention: Midland National Life Insurance Company 500,000 0 Xxx Xxxxxxx Xxxxx Xxxxx Xxxxx, XX 00000-0000 Attention: E. Xxxx Xxxxxxx Wand/Universal Investments I L.P. 240,000 24,000 c/o Wand Partners Inc. 000 Xxxxx Xxxxxx Xxxxx 0000 Xxx Xxxx, XX 00000 Attention: Xxxxx X. Xxxxxxx Wand/Universal Investments II L.P. 60,000 6,000 c/o Wand Partners Inc. 000 Xxxxx Xxxxxx Xxxxx 0000 Xxx Xxxx, XX 00000 Attention: Xxxxx X. Xxxxxxx Total:........................................... 2,200,000 30,000 ========= ====== EXHIBIT A-1 [OPINION OF XXXX, WEISS, RIFKIND, XXXXXXX & XXXXXXXX COUNSEL FOR THE COMPANY] July __, 0000 XXXX XX XXXXXXX SECURITIES LLC XXXXXXX XXXXX & ASSOCIATES, INC. As Representatives of the Several Underwriters c/o BANC OF AMERICA SECURITIES LLC 0 Xxxx 00xx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 UNIVERSAL AMERICAN FINANCIAL CORP. Ladies and Gentlemen: We have acted as special counsel to Universal American Financial Corp., a New York corporation (the "Company"), in connection with the Underwriting Agreement (the "Underwriting Agreement"), dated July 12, 2001, by and among Banc of America Securities LLC, Xxxxxxx Xxxxx & Associates, Inc. and the Underwriters named on Schedule A thereto (the "Underwriters"), for whom you are acting as representatives, the Company and the Selling Shareholders named on Schedule B thereto (the "Selling Shareholders"), relating to the purchase today by the Underwriters of (a) an aggregate of 5,000,000 shares of common stock, par value $.01, of the Company (the "Common Stock") from the Company (the "Company Shares"), (b) an aggregate of 2,200,000 shares of Common Stock from the Selling Shareholders (the "Selling Shareholder Shares") and (c) an aggregate of 750,000 additional shares of Common Stock from the Company and certain Selling Shareholders (the "Over-Allotment Shares") in accordance with the exercise of the option granted to the Underwriters pursuant to the terms of Section 2 of the Underwriting Agreement. The Company Shares, Selling Shareholder Shares and Over-Allotment Shares are collectively referred to herein as the "Shares." This opinion is being furnished at the request of the Company as contemplated by Section 5(d) of the Underwriting Agreement. Capitalized terms used and not otherwise defined in this letter have the respective meanings given those terms in the Underwriting Agreement. The Company has filed with the Securities and Exchange Commission (the "Commission") a Registration Statement on Form S-3 (File No. 333-62036) under the Securities Act of 1933, as such is defined in amended (the Lease Agreement of which this Schedule is a part. Lessee: Interactive Telesis, Inc. Lessor: Santa Barbxxx Xxxk & Trust By: /s/ DONAXX X. XXXXXXX By: /s/ [SIGNATURE ILLEGIBLE] ------------------------- -------------------------- Title: President Title: SVP ------------------------- -------------------------- Date: 4-26-00 Date 5/17/00 ------------------------- -------------------------- 4 -------------------------------------------------------------------------------- GUARANTEE OF LEASE DATED _______________ BY AND BETWEEN SANTA BARBXXX XXXK & TRUST, AS LESSOR, AND INTERACTIVE TELESIS, INC., AS LESSEE -------------------------------------------------------------------------------- To induce LESSOR to enter into the above lease, and any extensions, renewals, modifications or additions thereto, the undersigned and each of them if there be more than one, (hereinafter jointly and severally called "Guarantor") jointly and severally guarantees and promises to pay to Lessor at the address set out above, or such other place as Lessor shall from time to time advise in writing, on demand, xx due and punctual payment and performance of any and all indebtedness of the above named Lessee ("LesseeAct"). This is a guaranty of payment and performance and not of collectionThe Registration Statement was filed on May 30, 2001, was amended on June 18, 2001, was further amended on July 11, 2001 and, we were advised orally by the Commission, that the Registration Statement was declared effective by the Commission at 12:00 p.m. noon on July 12, 2001. The Guarantor's obligations hereunder shall be unconditional xxx shall not be subject to any defenseIn this opinion, setoff, counterclaim or recoupment (whatsoever) irrespective of the genuineness, validity, regularity or enforceability of the indebtedness or any conduct of the Lessee and/or Lessor which might constitute a legal or equitable discharge of a surety, guarantor or guaranty. The obligations hereunder are independent of the obligations of Lessee or the obligations of any other person(s) or guarantor(s) who may be liable to Lessor in whole or in part for the indebtedness, and a separate action or actions may be brought and prosecuted against Guarantor or any of them (if there be more than one) whether action is brought against Lessee alone or whether Lessee be joined in any such action or actions. Guarantor authorizes Lessor, without notice or consent and without affecting, xxxx or discharging in whole or in part its liability hereunder, from time to time to (a) renew, modify, amend, compromise, extend, accelerate, discharge or otherwise change Registration Statement at the time for payment of, or otherwise change it became effective under the terms or provisions of the lease or any part thereofAct, including increase or decrease of the xxxx; (b) take and hold security for documents incorporated by reference, is called the payment of this guaranty or "Registration Statement;" the indebtedness guaranteed, and exchange, enforce, waive and release any such security; (c) apply such security and direct the order or manner of sale thereof prospectus included as ???? discretion may determine; and (d) release or substitute in whole or in part any one or more of the endorsers, Guarantor or anyone else who may be partly or wholly liable for any part of the indebtednessRegistration Statement is referred to as the "430A Prospectus;" and the final prospectus as filed as required by Rule 424(b) under the Act is referred to as the "final Prospectus" (the 430A Prospectus and the final Prospectus are collectively referred to as the "Prospectus"). Lessor may without notice assign this guaranty in whole or in part.A notification form for the listing of additional shares of
Appears in 1 contract
Samples: Underwriting Agreement (Universal American Financial Corp)
Xxxxxxx Title. Date: -------------------------- ----------- --------- Witness: /s/ [Signature Illegible] -------------------------- Accepted by LESSOR: SANTA BARBXXX XXXK & TRUST /s/ [Signature Illegible] Title: SVP Date: 5/17/00 ------------------------- ----------- --------- SCHEDULE "A" EQUIPMENT SCHEDULE THIS SCHEDULE Vice President Annex 1-6 The foregoing Amendment Agreement is attached hereto and made part of that certain Equipment Lease Agreement, number , ("Lease") between Santa Barbxxx Xxxk & Trust., hereby accepted as Lessor, and Interactive Telesis, Inc., as Lessee. VENDOR: PARAGON VOICE SYSTEMS 12620 XXXX XXXXX XX #000 XXX XXXXX, XX 00000 0 D/240PCI-T1 BOARD S/N FA005133, S/N FA005134, S/N FA005135, S/N FA005136 2 D/300SC-E1-120 S/N DT114322, S/N DT114323 4 D/240PCI-T1 BOARD S/N FA004464, S/N FA004465, S/N FA004466, S/N FA004467 Lessee hereby certifies that the description of personal property set forth above constitutes an accurate account of the Equipmentdate first above written. CAPE FEAR FARM CREDIT, as such is defined in the Lease Agreement of which this Schedule is a part. Lessee: Interactive Telesis, Inc. Lessor: Santa Barbxxx Xxxk & Trust ACA By: /s/ DONAXX Xxxxx X. Xxxx ----------------- Name: Xxxxx X. Xxxx Title: Assistant Vice President XXXX XXXXXXX LIFE INSURANCE COMPANY By: /s/ [SIGNATURE ILLEGIBLE] ------------------------- -------------------------- Xxxxx X. XxXxxxxxxx ----------------------- Name: Xxxxx X. XxXxxxxxxx Title: President Managing Director XXXX XXXXXXX VARIABLE LIFE INSURANCE COMPANY By: /s/ Xxxxx X. XxXxxxxxxx ----------------------- Name: Xxxxx X. XxXxxxxxxx Title: SVP ------------------------- -------------------------- DateManaging Director INVESTORS PARTNER LIFE INSURANCE COMPANY By: 4/s/ Xxxxx X. XxXxxxxxxx ----------------------- Name: Xxxxx X. XxXxxxxxxx Title: Authorized Signatory Annex 1-26-00 Date 5/17/00 ------------------------- -------------------------- 4 -------------------------------------------------------------------------------- GUARANTEE 7 COMMONWEALTH OF LEASE DATED _______________ BY AND BETWEEN SANTA BARBXXX XXXK & PENNSYLVANIA STATE EMPLOYEES' RETIREMENT SYSTEM By: Xxxx Xxxxxxx Life Insurance Company, as Investment Advisor By: /s/ Xxxxx X. Xxxxxxx --------------------- Name: Xxxxx X. Xxxxxxx Title: Authorized Signatory XXXX XXXXXXX LIFE INSURANCE COMPANY (On behalf of Private Placement Separate Account 1Z) By: /s/ Xxxxx X. XxXxxxxxxx ----------------------- Name: Xxxxx X. XxXxxxxxxx Title: Authorized Signatory MELLON BANK, N.A., solely in its capacity as Trustee for the XXXX ATLANTIC MASTER TRUST, (as directed by Xxxx Xxxxxxx Financial Services, Inc.), and not in its individual capacity By: /s/ Xxxxxxxxxx Xxxx -------------------- Name: Xxxxxxxxxx Xxxx Title: Authorized Signatory Annex 1-8 THE NORTHERN TRUST COMPANY, AS LESSORTRUSTEE OF THE LUCENT TECHNOLOGIES INC. MASTER PENSION TRUST By: Xxxx Xxxxxxx Life Insurance Company, AND INTERACTIVE TELESISas Investment Manager By: /s/ Xxxxx X. XxXxxxxxxx ----------------------- Name: Xxxxx X. XxXxxxxxxx Title: Authorized Signatory SIGNATURE 4 LIMITED By: Xxxx Xxxxxxx Life Insurance Company, as Portfolio Advisor By: /s/ Xxxxx X. Xxxxxxx -------------------- Name: Xxxxx X. Xxxxxxx Title: Authorized Xxxx Xxxxxxx Officer SIGNATURE 1A (CAYMAN), LTD. By: Xxxx Xxxxxxx Life Insurance Company, Portfolio Advisor By: /s/ Xxxxx X. XxXxxxxxxx ----------------------- Name: Xxxxx X. XxXxxxxxxx Title: Authorized Xxxx Xxxxxxx Officer Annex 1-9 MELLON BANK, N. A., solely in its capacity as Trustee for the LONG-TERM INVESTMENT TRUST, (as directed by Xxxx Xxxxxxx Financial Services, Inc.), and not in its individual capacity By: /s/ Xxxxxxxxxx Xxxx ------------------- Name: Xxxxxxxxxx Xxxx Title: Authorized Signatory THE VARIABLE ANNUITY LIFE INSURANCE COMPANY AMERICAN GENERAL LIFE INSURANCE COMPANY By: American General Investment Management, L.P. By: American General Investment Management Corporation, it general partner By: /s/ Xxxxxxx X. XxXxx -------------------- Name: Xxxxxxx X. XxXxx Title: Senior Vice President Annex 1-10 The undersigned consent to the Amendments effected by the foregoing Amendment Agreement. XXXXXX FARMS LLC CIRCLE FOUR LLC XXXXX'X OF CAROLINA, LLC XXXXXXX'X FOODS LLC SMITHFIELD PACKING REAL ESTATE, LLC XXXXX'X FARMS, LLC XXXXXX-XXXXX LLC QUARTER M LLC, each a Delaware limited liability company By XXXXXX-XXXXX LLC, a Delaware corporation, as its sole member of each By XXXX XXXXXXX & CO., a Delaware corporation, as its sole member /s/ Xxxxxx X. Xxxxxxx --------------------- Xxxxxx X. Xxxxxxx Vice President XXXXXXXX OF SMITHFIELD, LTD. XXXX XXXXXXX & CO. THE SMITHFIELD PACKING COMPANY, INCORPORATED SFFC, INC.. XXXXXXX XXXXXX INCORPORATED XXXXXXX'X REALTY, AS LESSEE -------------------------------------------------------------------------------- To induce LESSOR to enter into the above leaseINC. XXXXXXX'X REALTY PARTNERSHIP NORTH SIDE FOODS CORP. XXXXX MEAT GROUP, and any extensionsINC. SMITHFIELD-XXXXXXX'X FARMS CENTRAL PLAINS FARMS, renewals, modifications or additions thereto, the undersigned and each of them if there be more than one, (hereinafter jointly and severally called "Guarantor") jointly and severally guarantees and promises to pay to Lessor at the address set out above, or such other place as Lessor shall from time to time advise in writing, on demand, xx due and punctual payment and performance of any and all indebtedness of the above named Lessee ("Lessee")INC. This is a guaranty of payment and performance and not of collection. The Guarantor's obligations hereunder shall be unconditional xxx shall not be subject to any defense, setoff, counterclaim or recoupment (whatsoever) irrespective of the genuineness, validity, regularity or enforceability of the indebtedness or any conduct of the Lessee and/or Lessor which might constitute a legal or equitable discharge of a surety, guarantor or guaranty. The obligations hereunder are independent of the obligations of Lessee or the obligations of any other person(s) or guarantor(s) who may be liable to Lessor in whole or in part for the indebtedness, and a separate action or actions may be brought and prosecuted against Guarantor or any of them (if there be more than one) whether action is brought against Lessee alone or whether Lessee be joined in any such action or actions. Guarantor authorizes Lessor, without notice or consent and without affecting, xxxx or discharging in whole or in part its liability hereunder, from time to time to (a) renew, modify, amend, compromise, extend, accelerate, discharge or otherwise change the time for payment of, or otherwise change the terms or provisions of the lease or any part thereof, including increase or decrease of the xxxx; (b) take and hold security for the payment of this guaranty or the indebtedness guaranteed, and exchange, enforce, waive and release any such security; (c) apply such security and direct the order or manner of sale thereof as ???? discretion may determine; and (d) release or substitute in whole or in part any one or more of the endorsers, Guarantor or anyone else who may be partly or wholly liable for any part of the indebtedness. Lessor may without notice assign this guaranty in whole or in part.By:/s/ Xxxxxx X. Xxxxxxx --------------------- Xxxxxx X. Xxxxxxx Vice President Annex 1-11 Exhibit A AMENDMENTS TO EXISTING PURCHASE AGREEMENTS
Appears in 1 contract