Exhibit 1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 11th, 1999 • Securicor International LTD • Radiotelephone communications • Delaware
SECURITY AGREEMENTSecurity Agreement • November 25th, 1996 • Securicor International LTD • Radiotelephone communications • New York
BETWEENLoan Agreement • April 1st, 1999 • Securicor International LTD • Radiotelephone communications • New York
EXHIBIT 2 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 11th, 1996 • Securicor International LTD • Radiotelephone communications
EXHIBIT 1Preferred Stock Purchase Agreement • January 6th, 1998 • Securicor International LTD • Radiotelephone communications • New York
Agreements ---------- NOW THEREFORE, the parties hereby agree to amend the Transaction Agreements as follows:Voting Agreement • November 25th, 1996 • Securicor International LTD • Radiotelephone communications • New York
PROMISSORY NOTE ---------------Securicor International LTD • January 6th, 1998 • Radiotelephone communications • New York
This Note is issued pursuant to that certain Second Amended and Restated Loan Agreement dated as of December 29, 1997 between Borrower and Lender (the "Loan Agreement"), to which reference is hereby made for a statement of all of the terms and conditions under which the Advances evidenced hereby are made. All capitalized terms, unless otherwise defined herein, shall have the meanings ascribed to them in the Loan Agreement.
AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • December 11th, 1996 • Securicor International LTD • Radiotelephone communications • New York
AMENDMENT NO. 1 ---------------- TO STOCK PURCHASE AGREEMENT ----------------------------Stock Purchase Agreement • November 25th, 1996 • Securicor International LTD • Radiotelephone communications
EXHIBIT 5 REVOLVING CREDIT NOTE ----------------------Revolving Credit Note • November 25th, 1996 • Securicor International LTD • Radiotelephone communications
This Revolving Credit Note is issued pursuant to that certain Loan Agreement dated as of September 19, 1996 between Borrower and Lender (the "Loan Agreement"), and is entitled to the benefit and security of the Loan Documents provided for therein, to which reference is hereby made for a statement of all of the terms and conditions under which the loan evidenced hereby is made. All capitalized terms, unless otherwise defined herein, shall have the meanings ascribed to them in the Loan Agreement.
ss.6.6 Preservation of Records ss.6.9 Tax and Accounting Matters (except paragraph 6.9(c)) ss.6.13 Non-Compete ss.6.14 FCC Matters ss.6.15 Indemnification; Directors and Officers ss.6.16 Pension Schemes ss.10.4 Further AssurancesTermination and Release • January 6th, 1998 • Securicor International LTD • Radiotelephone communications • England and Wales
EXHIBIT 4 NON-RECOURSE GUARANTY AND PLEDGE AGREEMENT ------------------------------------------- NON-RECOURSE GUARANTY AND PLEDGE AGREEMENT, dated as of September 19, 1996, between INTEK DIVERSIFIED CORPORATION, a Delaware corporation (the "Pledgor"),...Non-Recourse Guaranty and Pledge Agreement • November 25th, 1996 • Securicor International LTD • Radiotelephone communications • New York
EXHIBIT 5 AMENDED AND RESTATED JOINT ACQUISITION AGREEMENT This will confirm the agreement by and among all the undersigned that the Schedule 13D filed on or about this date with respect to the beneficial ownership of the undersigned of common stock...Joint Acquisition Agreement • December 11th, 1996 • Securicor International LTD • Radiotelephone communications
This will confirm the agreement by and among all the undersigned that the Schedule 13D filed on or about this date with respect to the beneficial ownership of the undersigned of common stock of Intek Diversified Corporation is being filed on behalf of each of the entities named below. This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
EXHIBIT (3) SECURICOR JOINT VENTURE IN WIRELESS TELEPHONY IN USA Securicor Group plc and Security Services plc (together "Securicor") have reached agreement in principle with Intek Diversified Corporation ("Intek") of California and Simmonds Capital...Securicor International LTD • March 13th, 1996 • Plastics products, nec
Securicor Group plc and Security Services plc (together "Securicor") have reached agreement in principle with Intek Diversified Corporation ("Intek") of California and Simmonds Capital Limited ("Simmonds") of Toronto to combine within Intek certain of their wireless communication businesses and related technology.
PROMISSORY NOTE ---------------Securicor International LTD • December 11th, 1996 • Radiotelephone communications • New York
This Note is issued pursuant to that certain Amended and Restated Loan Agreement dated as of December 3, 1996 between Borrower and Lender (the "Loan Agreement"), to which reference is hereby made for a statement of all of the terms and conditions under which the Advances evidenced hereby are made. All capitalized terms, unless otherwise defined herein, shall have the meanings ascribed to them in the Loan Agreement.
