EXHIBIT 10.35
NATIONSBANK NOTE AND SECURITY AGREEMENT
NationsBanc Leasing Corporation (FIXED RATE AND LEVEL PAYMENTS)
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This Note and Security Agreement made as of the date set forth below sets forth
the terms and conditions governing the repayment of a loan made by NATIONSBANC
LEASING CORPORATION ("Secured Party") to the party identified below as "Debtor"
for the purpose of financing the personal property identified below as the
"Equipment", and the granting by Debtor to Secured Party of a security interest
in the Equipment and certain related property to secure the repayment of all
Debtor's obligations to Secured Party.
DATE: DECEMBER 18, 1997 AGREEMENT NUMBER: 09062-00701
SECURED PARTY: NationsBanc Leasing Corporation
0000 Xxxxxxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxxx, Xxxxxxx 00000-0000
DEBTOR: Star Telecommunications, Inc.
EQUIPMENT: One(1) 1997 Siemens Xxxxxxxxx-Xxxxxxx Telephone Switch
together with all parts, additions, accessions accessories,
replacements and substitutions thereto or therefor; also
more fully described on invoice 00262168, 00262169, &
00262170.
0000 Xxxxx Xxxxxx, Xxx. 000
EQUIPMENT LOCATION: Xxxxxx, XX 00000
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PRINCIPAL AMOUNT OF LOAN: $549,320.68
NUMBER OF EACH REPAYMENT INSTALLMENTS: 37
AMOUNT OF EACH REPAYMENT INSTALLMENT: $13,976.29
AMOUNT OF FINAL REPAYMENT INSTALLMENT: $137,330.15
DUE DATE OF FIRST REPAYMENT INSTALLMENT: On the day Secured Party funds this
loan.
INTEREST RATE. A per annum rate of interest equal to (i) Eight and 83/100
percent (8.83%) or (ii) if less, the highest rate of interest permitted by
applicable law.
LOAN; TERMS OF REPAYMENT. In consideration of the making of a loan by Secured
Party to Debtor for the purpose of financing the Equipment specified above (the
"Loan"), Debtor promises and agrees to pay to the order of Secured Party, at
Secured Party's address stated above or at such other places as Secured Party
may from time to time designate in writing, the principal amount of the Loan,
together with interest calculated as hereinafter provided. Subject to Debtor's
right to prepay such principal amount in whole or in part as hereinafter
provided, Debtor shall pay such principal amount together with interest thereon
in consecutive monthly installments, each in the amount set forth above under
the heading "Amount of Each Repayment Installment," due and payable on the "Due
Date of First Repayment Installment" set forth above and continuing on a like
date of each calendar month thereafter until the Loan is fully repaid; provided,
however, that the last such installment shall be in the amount of the then
outstanding principal balance of the Loan together with interest thereon.
INTEREST. Interest shall be calculated on the basis of a year of three hundred
sixty (360) days. Each installment shall include all interest accrued through
the due date.
PREPAYMENTS. After one (1) year from the date Secured Party funds this Loan,
the outstanding principal balance of the Loan may be prepaid in whole or in
part at any time, together with all interest and late charges accrued through
the date of prepayment and a prepayment charge calculated as follows: one
percent (1%) of the amount prepaid multiplied by the number of years or
fraction thereof remaining under the term of this Agreement. Partial
prepayments shall be applied against principal installments in their inverse
order of maturity. Except as provided herein, the Loan may not be prepaid.
LATE CHARGES. To the extent permitted by applicable law, Debtor shall pay on
demand, as a late charge, an amount equal to five percent (5%) of each
installment or part thereof that is not paid within ten (10) days of the date
when due, but nothing in this paragraph alters the definitions of events of
default hereunder. Debtor shall pay the late charge, to the extent permitted by
applicable law, regardless of whether or not Debtor's failure to pay such
installment when due is or becomes a default hereunder and regardless of whether
or not Secured Party proceeds under the "Remedies" provisions hereof or takes
any other action, and demand for and collection of the late charge shall not be
deemed a waiver of default or of any other remedies or rights.
SECURITY INTEREST. Debtor hereby grants to Secured Party a security interest in
and security title to the personal property described above as the "Equipment",
together with all parts, additions, accessions, accessories, replacements and
substitutions thereto or therefor, and all proceeds therefrom (including any
proceeds of insurance against fire or other casualty whether or not the
insurance policy contains an endorsement in favor of Secured Party), all of
which is hereinafter called the "Collateral". This security interest is given to
secure payment to Secured Party of all present and future obligations of Debtor
to Secured Party, including without limitation the obligation of Debtor to repay
the Loan and all other liabilities arising under or in connection with this
Agreement; all future advances, if any, made by Secured Party to Debtor, whether
or not made pursuant to any commitment of Secured Party (and nothing in this
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Agreement shall be construed to create or imply the existence of any such
commitment); and all other liabilities of Debtor to Secured Party now
existing or hereafter incurred, matured or unmatured, direct or contingent,
whether or not evidenced by a promissory note, and whether owing originally
to Secured Party or acquired by Secured Party from any other party, and any
renewals and extension thereof and substitutions therefor. (All of the above
obligations, including but not limited to obligations in respect of the Loan,
are hereinafter called the "Indebtedness.") The foregoing notwithstanding,
however, Secured Party's security interest in the Collateral shall be
released upon payment, fully and finally, of all scheduled payments hereunder
as and when the same become due and payable, but not by reason of prepayment
thereof, unless all liabilities and obligations of Debtor to Secured Party
have been paid finally and in full.
DEBTOR WARRANTS AND REPRESENTS THAT:
GOOD STANDING. Debtor is organized and existing in good standing under the laws
of the jurisdiction of its formation, has the power to own its property and to
carry on its business as now being conducted, and is duly qualified to do
business and is in good standing in each jurisdiction in which the character of
the property owned by it therein or the transaction of its business makes such
qualification necessary.
AUTHORITY. Debtor has full power and authority to enter into this Agreement, to
make the borrowing hereunder, and to incur the obligations provided for herein,
all of which have been duly authorized by all proper and necessary action. No
consent or approval of stockholders, partners, members or co-owners or of any
public authority is required as a condition to the validity of this Agreement.
BINDING AGREEMENT. This Agreement constitutes the valid and legally binding
obligation of Debtor enforceable in accordance with its terms.
LITIGATION. There are no proceedings pending or threatened before any court or
administrative agency that might materially adversely affect the financial
condition or operation of Debtor.
NO CONFLICTING AGREEMENTS. There is no charter, by-law, preference stock or
partnership agreement provision of Debtor and no provision of any other
organizational documents or existing mortgage, indenture, contract or agreement
binding on Debtor or affecting its property which would conflict with or in any
way prevent the execution, delivery or performance of the terms of this
Agreement.
OWNERSHIP FREE OF ENCUMBRANCES. Except for the security interest granted hereby,
Debtor now owns, or will use the proceeds hereof to become the owner of, the
Collateral free from any prior lien, security interest or encumbrance. No
financing statement covering the Collateral or any proceeds thereof is on file
in any public office, except for financing statements showing Secured Party as
the sole secured party thereunder. Debtor has a good right to grant a security
interest in the Collateral to Secured Party.
FIXTURES. None of the Collateral is now a part of or affixed to any real
property.
COLLATERAL LOCATION. Except for items of Collateral that constitute mobile goods
and that are in fact in use by Debtor in the ordinary course of its business at
other locations, all the Collateral comprising goods heretofore delivered to the
Debtor by the seller thereof is located either at (i) Debtor's address set forth
above or (ii) the "Equipment Location" set forth above.
DEBTOR COVENANTS AND AGREES THAT UNTIL ALL THE INDEBTEDNESS IS FULLY SATISFIED:
INSURANCE. Debtor shall maintain continuously, and pay when due all premiums
for, fire and casualty insurance with extended coverage on the Collateral,
insuring the same against loss by fire, explosion, theft and such other
casualties as are usually insured against by companies engaged in the same or
similar businesses with a responsible company or companies satisfactory to
Secured Party, in an amount not less than the unpaid balance of the Loan.
Each of such insurance policies shall have attached thereto a standard loss
payable endorsement, without contribution, in favor of Secured Party as its
interest may appear; shall provide that it may not be canceled without (30)
days' prior written notice to Secured Party; shall provide that, in respect of
Secured Party's interest in such policy, the insurance shall not be invalidated
by any action or inaction of Debtor or any other person (other than Secured
Party); shall insure Secured Party's interest in the Collateral as it may
appear, regardless of any breach or violation of any warranty, declaration or
condition contained in such policy by Debtor or any other person (other than
Secured Party); and shall otherwise be in form and substance acceptable to
Secured Party. Debtor shall deliver forthwith to Secured Party each such policy
(together with the loss payable endorsement), or certificates of insurance or
other evidence satisfactory to Secured Party of the existence of all required
insurance, its terms and conditions, and the payment of all applicable premiums.
Similar evidence of renewal coverage, satisfactory to Secured Party, shall be
delivered to Secured Party at least fifteen (15) days before the expiration of
any initial insurance coverage. In addition, Debtor shall maintain, and pay when
due all premiums for, liability and other insurance in such amounts and against
such risks as is customarily carried by persons in similar businesses owning
similar property. Debtor irrevocably appoints Secured Party as Debtor's
attorney-in-fact, with full power of substitution, during the existence of any
default under this Agreement, to execute loss claims and other applications for
payment of benefits under any insurance policy in the name of Debtor or Secured
Party, to receive all monies and to endorse drafts, checks and other instruments
for the payment of any proceeds of any insurance. This appointment shall be
deemed a power coupled with an interest and shall not be terminable by Debtor so
long as Debtor remains indebted to Secured Party.
MAINTENANCE AND CLEAR TITLE. Debtor shall keep the Collateral in good condition
and free from liens and security interests, shall not sign or suffer to be filed
any financing statements relating to the Collateral except those showing Secured
Party as sole secured party shall not sell or lease or offer to sell or lease or
otherwise encumber or dispose of any of the Collateral, shall defend the
Collateral against all claims and demands of all persons at any time claiming
any interest or right therein, and shall not use the Collateral illegally.
Secured Party may examine and inspect the Collateral at any time, wherever
located.
CHANGE OF NAME, RESIDENCE OR PLACE OF BUSINESS. Debtor shall not change its
name, residence or place of business or do business under any assumed or
fictitious name without giving Secured Party at least thirty (30) days prior
written notice.
CHANGE OF STRUCTURE. Debtor shall maintain its existence, and shall not be
prohibited from merging or consolidating with or into any other entity or sell
substantially all of its assets as long as Debtor is the surviving entity.
USE OF COLLATERAL. Debtor shall use the Collateral exclusively for business
operations.
FIXTURES. Debtor shall not permit any of the Collateral to become a part of or
affixed to any real property.
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LOCATION OF COLLATERAL. Except for items of Collateral that constitute mobile
goods and that are in fact in use by Debtor in the ordinary course of business
at other locations, all the Collateral shall, from and after the moment that
Debtor acquires possession or control of it, be kept either at (i) Debtor's
address set forth above or (ii) the "Equipment Location" set forth above, and
all records relating to the Collateral shall likewise be kept only at such
location or locations. If at any time the Collateral, or any part thereof, is
removed to a new location, Debtor: (a) shall provide written notice thereof to
Secured Party within thirty (30) days from the date of such relocation; and (b)
either (i) the premises in which such Collateral will be installed will be owned
by Debtor free of any liens or encumbrances, or (ii) if not owned by Debtor free
of liens or encumbrances, the owner of such premises and/or the holder of any
such liens or encumbrances on such premises shall have consented and acknowledge
the superiority of Secured Party's interest in such Collateral.
INDEMNIFICATION. Debtor shall indemnify Secured Party against all claims arising
out of or connected with the ownership or use of the Collateral.
MOTOR VEHICLES. If the Collateral consists of or includes motor vehicles or
other equipment for which there is a certificate of title evidencing ownership
thereof, Debtor shall forthwith cause each certificate to be endorsed over and
the lien of Secured Party to be noted so as to show Secured Party's interest,
and Debtor shall deliver forthwith each such certificate to Secured Party.
TAXES. Debtor shall pay promptly when due all taxes, charges and assessments
that are or may become a lien on the Collateral or any part thereof, except to
the extent that the same are contested in good faith and by appropriate
proceedings.
FINANCIAL STATEMENTS. During the term of this Loan, Debtor (i) shall furnish
Secured Party annual balance sheets and profit and loss statements of Debtor and
of any guarantor of Debtor's obligations hereunder within 120 days after the end
of Debtor's (and any guarantor's) fiscal year, and (ii) at Secured Party's
request, shall furnish Secured Party all other financial information and reports
reasonably requested by Secured Party at any time, including quarterly or other
interim balance sheets and profit and loss statement of Debtor and of any such
guarantor. Debtor shall furnish such other information as Secured Party may
reasonably request at any time concerning the Debtor and its affairs, including
without limitation information concerning the Collateral. Debtor represents and
warrants that all information furnished and to be furnished by Debtor to Secured
Party is accurate and that all financial statements Debtor has furnished and
hereafter may furnish to Secured Party, including operating statement and
statements of condition, are and will be prepared in accordance with generally
accepted accounting principals, consistently applied, and reasonably reflect and
will reflect, as of their respective dates, results of the operations and
financial condition of Debtor and of any other entity they purport to cover.
REIMBURSEMENT FOR EXPENSES. At its option, and with no obligation to do so,
Secured Party may (i) if an event of default exists, discharge taxes or other
encumbrances on the Collateral, or pay for the repair, maintenance and
preservation of the Collateral and (ii) ten (10) days after notifying Debtor of
Secured Party's intent to do so, arrange and pay for insurance on the
Collateral. Debtor agrees to reimburse Secured Party on demand for any payments
so made; Debtor also agrees to reimburse and pay to Secured Party on demand all
expenses incurred or paid by Secured Party in perfecting the security interest
granted hereunder and in collecting the Indebtedness and in protecting or
enforcing Secured Party's rights under this Agreement, including but not limited
to reasonable attorney's fees and legal expenses. Until Debtor makes such
reimbursement, the amount of all such payments and expenses, with interest at
the rate then applicable to principal installments of the Loan not paid when
due, from the date of Payment until reimbursement, shall be added to the
Indebtedness and shall be secured by the security interest granted by Debtor
under this Agreement. Nothing in this paragraph relieves Debtor of the duty to
care for, insure and protect the Collateral and Secured Party's interests
therein and to pay tax on or related to the Collateral, or of any other duty.
SALE OR REPLACEMENT OF COLLATERAL. Debtor shall not sell or replace any item or
part of the Collateral without the prior written consent of Secured Party.
POST DEFAULT INTEREST. Any principal balance not paid when due (whether by
acceleration or otherwise) shall accrue interest at the "Default Rate" until
such principal balance is paid. "Default Rate" shall be a per annum rate of
interest equal to (i) fifteen percent (15.0%) or (ii), if less, the highest rate
of interest permitted by applicable law. Secured Party may, at its option,
apply late payments (either in full or partial) in the following manner; first
to interest, then to principal, and finally to late charges. To the extent
permitted by applicable law, Debtor shall pay interest on delinquent principal
installments on demand regardless of whether or not Secured Party proceeds under
the "Remedies" provisions hereof or takes any other action, and demand for and
collection of interest on such overdue installments at the Default Rate shall
not be deemed a waiver of default or of any other remedies or rights.
EVENTS OF DEFAULT. Debtor shall be in default under this Agreement upon the
happening of any of the following events or conditions, each of which is an
event of default:
1. Default shall be made in the payment of any installment of the Loan,
or in the payment of any other Indebtedness, when and as the same become due and
payable, whether at the stated maturity thereof or by acceleration or otherwise,
and such default shall continue unremedied for ten (10) days; or
2. Default shall be made in the due observance or performance of any
term, covenant or agreement contained in this Agreement (other than covenants
and agreements to pay Indebtedness), and such default shall continue unremedied
for ten (10) days after written notice thereof is given by Secured Party to
Debtor; or
3. Any representation or warranty made by Debtor in this Agreement, or
any statement or representation made in any certificate, report or opinion
delivered pursuant hereto, or in connection herewith, shall prove to have been
incorrect in any material respect when made; or
4. A default exists under any other agreement or instrument of Debtor's
with or in favor of Secured Party; or
5. The Collateral shall be lost, stolen, substantially damaged, destroyed
(unless (i) such occurrence is fully covered by insurance, and (ii) the Loan is
fully repaid within thirty (30) days after such occurrence), or shall be sold or
encumbered; or Debtor's rights in the Collateral shall be voluntarily or
involuntarily transferred, by way of sale, lease or creation of a security
interest, or by way of attachment, levy, garnishment or other judicial process,
or otherwise; or
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6. Debtor shall become insolvent or be generally unable to meet its
obligations as they mature, make an assignment for the benefit of creditors,
admit in writing its inability to pay its debts as they mature, or suspend the
operation of its present business; or
7. A trustee, receiver or custodian shall be appointed for Debtor or for
a substantial part of its property without the consent of Debtor and not be
discharged within thirty (30) days; or
8. Bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings shall be instituted by or against Debtor, and, if instituted against
Debtor, be consented to or remain undismissed for a period of thirty (30) days;
or
9. An event described in Section 6, 7, or 8 shall occur with respect to
any party who is guarantor or surety for the Indebtedness; or
10. The Borrower shall fail to pay when due (whether at final maturity or
as a result of acceleration) principal or interest payments then due under the
terms of any bonds, notes debentures or other agreements evidencing, in the
aggregate, at least $2,000,000 of Debt (excluding, for purposes of this
calculation, payments required under this Agreement or any of the other Loan
Documents) and such non-payment shall continue beyond any period of grace
provided with respect thereto, or the Borrower shall default in the observance
or performance of any other agreement contained in any such bonds, notes,
debentures or other agreements evidencing indebtedness, and the effect of such
failure or default is to cause the indebtedness evidenced thereby to be
accelerated by the holders thereof prior to its stated date of maturity; or
11. Liquidation or dissolution of Debtor; or
12. Sale, transfer or exchange, directly or indirectly, in one or more
transactions, of a controlling stock interest in Debtor or the suspension of
Debtor's present business; or
13. The Pension Benefit Guaranty Corporation shall commence proceedings
under Section 4042 of the Employee Retirement Income Security Act of 1974 to
terminate any employee pension benefit plan of Debtor; or
14. The attempted repudiation of any guaranties for obligations of Debtor
to Secured Party.
REMEDIES. Upon any event of default and at any time thereafter, Secured
Party may declare all the Indebtedness immediately due and payable in full
(unless such event of default comprises one or more of the events described
in paragraphs 7 or 8 above, in which case all the Indebtedness shall become
immediately due and payable in full without declaration, notice or other
action on the part of Secured Party), and may proceed to enforce payment
thereof and exercise any and all of the rights and remedies provided by the
Uniform Commercial Code as well as all other rights and remedies of Secured
Party hereunder or under other applicable law. Upon the occurrence of an
event of default, Debtor shall, upon demand by Secured Party, assemble the
Collateral and make it available to Secured Party at a place designated by
Secured Party reasonably convenient to both parties. Secured Party may, at
its election, enforce its rights under this Agreement by a suit in equity for
specific performance. Debtor grants Secured Party the right to enter upon
premises of Debtor for the purpose of recovering possession of the Collateral
or any part thereof after the occurrence of an event of default, or for the
preservation or enforcement of Secured Party's other rights hereunder, all
without demand or notice to Debtor and without judicial hearing or
proceedings, which Debtor hereby expressly waives. The requirements of
reasonable notice shall be deemed met if such notice is mailed to an address
of Debtor shown at the beginning of this Agreement at least ten (10) days
before the time of the sale or disposition, but nothing contained herein
shall be construed to mean that other notice or a shorter period of time does
not constitute reasonable notice of the sale or other disposition of the
Collateral. Debtor shall reimburse Secured Party for all Secured Party's
expenses of retaking, holding, preparing for sale, selling or otherwise
dealing with disposing of the Collateral, including attorney's fees in the
amount of fifteen percent (15%) of the outstanding principal balance of and
interest on the Indebtedness (but not to exceed the amount of attorney's fees
actually incurred) if collection is by or through an attorney at law.
Subject to applicable law, Debtor shall pay any Indebtedness remaining unpaid
after sale or other disposition of any or all of the Collateral. Any surplus
proceeds from the sale or other disposition of the Collateral remaining after
full satisfaction of the Indebtedness shall be paid to Debtor or to such
other persons as may be entitled thereto under applicable law.
CUMULATIVE RIGHTS AND NO WAIVER. Each and every right granted Secured Party
hereunder or in connection herewith, or allowed it by law or equity, shall be
cumulative and may be exercised from time to time. No failure on the part of
Secured Party to exercise, and no delay in exercising, any right shall
operate as a waiver thereof, nor shall any single or partial exercise by
Secured Party of any right preclude any other or future exercise thereof or
the exercise of any other right.
FINANCING STATEMENTS. Debtor shall sign and deliver to Secured Party such
financing statements and other documents as Secured Party may deem necessary to
perfect, protect and continue its security interest in the Collateral, in form
satisfactory to Secured Party. Debtor will reimburse Secured Party for all
expenses incurred in the filing of financing statements, continuation
statements, termination statements and any other documents relating to the
perfection of Secured Party's security interest in the Collateral. A carbon,
photographic or other reproduction of this Agreement or of a financing statement
relating to the security interest herein granted is sufficient as a financing
statement. Debtor authorizes Secured Party to file financing statements as to
the Collateral signed only by Secured Party and not by Debtor.
SEVERABILITY. Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction by 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 provision in
any other jurisdiction.
ASSIGNABILITY. Debtor acknowledges that the rights of Secured Party may be
assigned to any person in whole or in part at the sole discretion of Secured
Party, and Debtor agrees that any defense it may have against Secured Party as
to events occurring prior to any assignment shall not be asserted, and shall be
void, against any assignee of the rights of Secured Party. Debtor shall not
assign any of its rights or obligations under this Agreement to any person
without the prior written consent of Secured Party, and in the absence of such
prior written consent, no such assignment of any right or obligation of Debtor
hereunder shall be binding on Secured Party. Subject to the foregoing
limitations, the terms and conditions of this Agreement shall be binding on and
shall inure to the benefit of the heirs, executors, administrators, successors,
and assigns of the parties.
WARRANTY DISCLAIMER. SECURED PARTY IS NOT A MANUFACTURER OR SELLER OF THE
COLLATERAL AND MAKES NO WARRANTIES WHATSOEVER WITH RESPECT TO THE COLLATERAL,
INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE,
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MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. DEBTOR SHALL NOT ASSERT
ANY BREACH OF ANY SUCH WARRANTY AS A DEFENSE TO ANY OF ITS OBLIGATIONS TO
SECURED PARTY UNDER THIS AGREEMENT; HOWEVER, NOTHING IN THIS AGREEMENT SHALL BE
CONSTRUED TO IMPAIR ANY OF DEBTOR'S REMEDIES FOR BREACH OF WARRANTY AGAINST ANY
SELLER OR MANUFACTURER OF THE COLLATERAL.
GOVERNING LAW; CONSENT TO VENUE AND PERSONAL JURISDICTION. THIS AGREEMENT SHALL
BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE
STATE OF GEORGIA AS OF THE DATE HEREOF. IF THE ADDRESS OF DEBTOR'S RESIDENCE OR
PRINCIPAL PLACE OF BUSINESS SHOWN HEREIN IS NOT IN THE STATE OF GEORGIA, DEBTOR
CONSENTS TO THE EXERCISE OF PERSONAL JURISDICTION OVER DEBTOR BY ANY COURT OR
RECORD SITTING IN THE STATE OF GEORGIA IN CONNECTION WITH ANY ACTION ARISING OUT
OF THIS AGREEMENT, AND WAIVES ALL OBJECTIONS TO SERVICE OF PROCESS ON DEBTOR AT
SUCH ADDRESS.
WAIVER OF JURY TRIAL. SECURED PARTY AND DEBTOR EACH WAIVE TRIAL BY JURY IN ANY
ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES AGAINST THE
OTHER ON ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS
AGREEMENT.
IN WITNESS WHEREOF, the parties have caused their names to be signed and
their seals affixed as of the date first above written. By execution hereof,
each party intends and agrees to be legally bound by all the provisions of
this Agreement.
NATIONSBANC LEASING CORPORATION Star Telecommunications, Inc.
(Secured Party) (Debtor)
By: /s/ Xxxxx X. Xxxxxx By: /s/ Xxxxx Xxxx
------------------------------- ------------------------------
Printed Name: XXXXX X. XXXXXX Printed Name: Xxxxx Xxxx
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Title: VICE PRESIDENT Title: CEO
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