Exhibit 10.23
SECURITY AGREEMENT
THIS SECURITY AGREEMENT is executed and delivered as of this
29th day of May, 2001, by LOGIX COMMUNICATIONS CORPORATION, an Oklahoma
corporation ("Debtor"), to XXXXXX XX LIMITED PARTNERSHIP, an Oklahoma limited
partnership ("Secured Party").
In consideration of the mutual covenants herein contained, and
other good and valuable considerations, the receipt and adequacy of which are
hereby acknowledged, Debtor and Secured Party agree as follows:
1. SECURITY INTEREST. Debtor hereby grants, bargains, sells, and
conveys unto Secured Party a security interest in and to all of the following
property now owned or at any time hereafter acquired by the Debtor or in which
Debtor now has or at any time in the future may acquire any right, title or
interest therein (a) all inventory (as defined in the UCC) and stock in trade of
Debtor, and all other property of the same or similar nature now owned or
hereafter acquired by Debtor, together with all proceeds as defined in the UCC
and products thereof and replacements therefor ("Inventory"), (b) all material
items of furniture, fixtures and leasehold improvements of Debtor, now owned or
hereafter acquired, together with all proceeds as defined in the UCC and
products thereof and replacements therefor ("Furniture, Fixtures and Leasehold
Improvements"), (c) equipment, appliances and machinery, now owned or hereafter
acquired by Debtor, and which are necessary for the operation of the Debtor's
business, as presently conducted, together with all proceeds as defined in the
UCC and products thereof and replacements therefor ("Equipment"), (d) all
accounts, goods, documents, instruments, contract rights, and chattel paper (in
each case as defined in the UCC) ("Accounts") and all proceeds (as defined in
the UCC) thereof, (e) general intangibles, including without limitation,
goodwill, inventions, designs, patents, trademarks or service marks or
applications therefor, trade names, rights under license, franchise or other
agreements, interests arising from leases, purchase agreements or other
contracts covering real or personal property, tax refunds or claims therefor,
warranty or guaranty claims, condemnation awards or proceeds, security interests
or other security or collateral, all other personal property of any kind or
nature and any right, title or interest therein, all books, records, credit
files, customer lists, computer programs, printouts, software, manuals, data,
materials and records pertaining to any of the foregoing, and all insurance
policies insuring any of the foregoing and all proceeds (as defined in the UCC )
thereof ("Intangibles") investment property, chattel paper (including tangible
and electronic chattel paper), deposit accounts , payment intangibles and
healthcare insurance receivables (in each case, as defined in the UCC). The
Inventory, Furniture, Fixtures and Leasehold Improvements, Equipment, Accounts
and Intangibles are hereafter referred collectively as the "Collateral." The
tangible personal property included in the Collateral includes, but is not
limited to, property located at the locations identified on EXHIBIT "A". "UCC"
shall mean the Uniform Commercial Code as in effect on the date hereof in the
State of Oklahoma, provide that to the extent any terms herein are defined in
revisions to such Uniform Commercial Code that will be effective as of July 1,
2001, for such purposes, references to the UCC shall be to such revised Uniform
Commercial Code.
2. OBLIGATIONS SECURED. The security interest created hereby is granted
to secure the due, punctual and complete performance by Debtor of all
obligations now or hereafter owed by Debtor to Secured Party or any affiliate of
Secured Party, including without limitation the indebtedness evidenced by any
and all promissory notes of Debtor in favor of Secured Party, and any
indebtedness evidenced by check, note, draft or open account obligations of
Debtor for inventory purchases, and all obligations arising under leases, supply
agreements, franchise agreements and service agreements, if any ("Obligations")
including, but not limited to, the promissory notes listed on Exhibit "B" hereto
(the "Notes").
3. SALE OR ENCUMBRANCE. Except as approved in writing by Secured Party,
Debtor will neither (a) sell, transfer, lease, or otherwise dispose of any item
of Inventory, other than in the ordinary course of business nor (b) create or
permit the existence of any lien, encumbrance, or security interest of any kind
on any of the Collateral; provided, however, that (i) the granting by the Debtor
of, or permitting to exist, a security interest on one or more items of personal
property that constitutes Collateral to secure the payment of the purchase price
for such item or items of personal property, and (ii) the granting of the
subordinate security interest described in Paragraph 6.1, are expressly
permitted.
4. BOOKS AND RECORDS. Debtor agrees to maintain complete and accurate
books of account covering the Collateral and, at Debtor's expense, deliver to
Secured Party such of the books as relate to the Collateral, if and when
requested by Secured Party or upon the occurrence of an Event of Default,
including, without limitation, all agreements, documents and instruments of any
kind or nature relating to the Collateral. Secured Party or its authorized
agents shall at all reasonable times have access to Debtor's ledgers, books of
account, and other written records evidencing or relating to the Collateral and
Secured Party or such agents, at Debtor's expense, may make abstracts from any
such ledgers, books of account or records. Secured Party or its authorized
agents shall at all reasonable times and as often as reasonably desired have the
right to be present at Debtor's places of business to examine all
communications, documents and remittances relating to the Collateral and to
discuss the business, operations, properties and financial and other condition
of Debtor with officers and employees of Debtor and its independent certified
accountants.
5. INSURANCE. Debtor will continuously maintain or cause to be
continuously maintained insurance on the tangible personal property included in
the Collateral by an insurer approved by Secured Party, against such risks and
in such amounts as is required by Secured Party, with such deductibles,
endorsements, and form of loss payable clause in favor of Secured Party as are
acceptable to Secured Party. Upon the request of Secured Party, Debtor will
deliver promptly policies or certificates of insurance evidencing such coverage,
together with evidence of the payment of all premiums therefor, to Secured
Party.
6. REPRESENTATIONS AND WARRANTIES AND COVENANTS. Debtor hereby
represents and warrants to Secured Party as follows:
6.1 AUTHORIZATION, EXECUTION, ORGANIZATION, ETC. Debtor is an
Oklahoma corporation, duly organized, validly existing and in good standing
under the laws of the State of Oklahoma. Debtor is authorized to do business in
all states in which such qualification is necessary. Debtor has obtained all
consents, approvals, permits and permissions related to the transactions herein
contemplated and required under any covenant, agreement, encumbrance, law
2
or regulation. Debtor has the capacity and authority to incur the Obligations
and enter into this Agreement and consummate the transactions herein provided
and nothing prohibits or restricts the right or ability of Debtor to carry out
the terms hereof. The agreements evidencing the Obligations and Agreement and
all agreements, instruments and documents herein provided to be executed or to
be caused to be executed by Debtor hereunder will be duly authorized, executed
and delivered by and are binding upon Debtor and are enforceable in accordance
with the terms hereof and thereof. Neither this Agreement nor any agreement,
document or instrument executed or to be executed in connection with the same,
nor anything provided in or contemplated by this Agreement or any such other
agreement, document or instrument, does nor or shall hereafter breach,
invalidate, cancel, make inoperative or interfere with, or result in the
acceleration or maturity of, any agreement, document, instrument, right or
interest, affecting or relating to Debtor or all or any portion of the
Collateral. There are no actions, suits or proceedings pending or, to Debtor's
knowledge, threatened, before or by any judicial, administrative or union body,
any arbiter or any governmental authority, against or affecting the Collateral
(or any portion thereof) or the power or right of Seller to incur the
Obligations or carry out the provisions of this Agreement.
6.2 OWNERSHIP OF COLLATERAL. Debtor owns the Collateral
and is not prohibited by contract or otherwise from subjecting the Collateral to
the security interest created hereby. The Collateral is free and clear of all
security interests and encumbrances of every nature, except the security
interest created hereby, a subordinate security interest created by a security
agreement executed by Debtor in favor of Logix Communications Enterprises, Inc.,
and liens for taxes not delinquent.
6.3 MAINTENANCE. Debtor will maintain the tangible
personal property included in the Collateral and keep it in good condition and
repair.
6.4 TAXES. Debtor will pay, before any delinquency, any
tax or other governmental charge which is or may become through assessment,
distraint, or otherwise a lien or charge on the Collateral, or any portion
thereof, or any interest therein, and will pay any tax which may be levied on
any obligation secured hereby.
6.5 DEBTOR'S ORGANIZATION AND PLACE OF BUSINESS. Debtor
will not change its name or state of incorporation without the prior written
consent of Lender, which may be conditioned on such action (including UCC
filings) as Lender may require in order to preserve its first priority security
interest in the Collateral. Debtor's principal place of business and the
location of its chief executive office (and the place where all books and
records relating to the Collateral are maintained) is set forth below the
signature of Debtor. Debtor will advise Secured Party of each location where any
Collateral is located and will not remove the Collateral from such location
unless and until Secured Party's security interest hereunder is perfected in
such a manner as to assure the continued priority of the security interest
created hereby. Debtor will not change its chief executive office or principal
place of business, its name or the place where its books and records relating to
the Collateral are maintained or the state of its incorporation without giving
at least 30 days' prior written notice to Secured Party.
6.6 PLEDGE AND SECURITY AGREEMENT. The Debtor is an
organization organized solely under the laws of the State of Oklahoma and no
other state or jurisdiction. Neither
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any state (other than Oklahoma) nor the United States must maintain a public
record showing the Debtor to be organized.
6.7 FINANCING STATEMENTS. Debtor will execute and deliver
to Secured Party such financing statements, continuation statements,
certificates and other documents or instruments as may be necessary to enable
Secured Party to perfect or from time to time renew the security interest
created hereby including, without limitation, such financing statements,
certificates and other documents as may be necessary to perfect the security
interest created hereby in any Collateral hereafter acquired by Debtor or in any
replacements or proceeds of the Collateral.
6.8 CONTRACTS, LICENSES, TRADEMARKS, ETC. Debtor will
maintain in full force and effect all material contracts, licenses, trademarks,
trade names, patents, and other similar rights constituting part of the
Collateral and will not modify or amend any such material contracts or rights on
terms that are less favorable to the Debtor than existed immediately prior to
such modification or amendment, without the prior written consent of Secured
Party.
6.9 BANK ACCOUNTS. Debtor will not commingle its cash or
securities with those of any corporation controlling, controlled by or under
common control with Debtor or any other person or entity, and will at all times
maintain bank accounts which are separate from those of any such corporation,
person or entity.
6.10 INDEMNITY. Debtor will indemnify and hold Secured
Party harmless from and against any and all claims, damages, loss, liability or
judgments which may be incurred or sustained by Secured Party or asserted
against Secured Party, directly or indirectly, in connection with the existence
of or the exercise of any of the rights of Secured Party under this Agreement.
6.11 EXPENSES. Debtor will reimburse Secured Party for all
expenses, including attorneys' fees and legal expenses, incurred by Secured
Party in seeking to preserve or protect the Collateral or enforce its rights
hereunder, including the expenses of retaking possession of and maintaining and
preserving the Collateral.
6.12 PAYMENT. Debtor will pay Secured Party all amounts
payable in respect of the Obligations to Secured Party as and when the same are
due and payable, whether at maturity, by acceleration or otherwise, and will
perform all terms of any notes, and all other indebtedness of Debtor to Secured
Party, and will discharge all of such liabilities.
6.13 LOCATION OF COLLATERAL. Debtor will not permit any of
the Collateral to be removed from its present location without the prior written
consent of Secured Party, other than in connection with the sale of Inventory in
the ordinary course of business. The Inventory and Equipment and the books and
records pertaining to the Collateral are kept at the locations listed on
Schedule A.
6.14 POSSESSION OF DEBTOR'S PREMISES. Should Secured Party
at any time have the right to take possession of the Collateral, Debtor hereby
grants to Secured Party the irrevocable right to occupy and use, for any purpose
directly or indirectly relating to the protection of Secured Party's rights
hereunder and without charge, any premises within or upon which the Collateral
may be located, for a period of 60 days, commencing with such taking of
possession.
4
6.15 No amount payable to the Secured Party under or in
connection with the Collateral is evidence by an instrument or chattel paper (as
each such term is defined in the UCC).
6.16 The security interest granted under the Pledge
Agreement is a first priority perfected security interest.
6.17 If any of the Collateral shall be or become evidenced
or represented by any instrument, certificated security or chattel paper (as
each such term is defined in the UCC) such instrument, certificated security or
chattel paper shall be immediately delivered to the Secured Party, duly endorsed
in a manner satisfactory to the Secured Party to be held as Collateral pursuant
to this Security Agreement.
7. WAIVER. No waiver or modification by Secured Party of any of the
terms and conditions hereof shall be effective unless reduced to writing and
signed by Secured Party. No waiver or indulgence by Secured Party as to any
required performance by Debtor hereunder shall constitute a waiver as to any
subsequent required performance or any other obligation of Debtor hereunder.
8. PERFORMANCE BY SECURED PARTY. In the event Debtor at any time fails
to perform any Obligation for which it is obligated hereunder including, without
limitation, any payment of taxes, insurance premiums, or other sums of money
required to be paid hereunder, Secured Party may, but shall be under no
obligation to do so, pay such amount as is required to be paid, in which event
Secured Party shall be immediately reimbursed therefor by Debtor. Such amounts
paid by Secured Party shall be deemed a portion of the indebtedness secured
hereby, and such items shall bear interest from the date incurred by Secured
Party until paid by Debtor at the greater of the rate specified in the Notes for
interest accruing after an Event of Default or the highest lawful rate.
Provided, however, the accrual of interest hereunder shall not prejudice any
other remedies which may be available to Secured Party hereunder.
9. DEFAULT. Debtor shall be in default hereunder in the event of the
occurrence of any of the following ("Events of Default"):
a. the failure to make any payment required pursuant to
any of the Obligations as it becomes due,
b. any representation or warranty of Debtor is incorrect,
false or misleading in any material respect when made,
c. Debtor fails to observe or perform any of the covenants
or agreements contained in this Agreement and which failure extends for a period
of thirty (30) days or more after Secured Party gives notice thereof to Debtor,
d. Debtor fails to observe or perform any other covenant
or agreement of any of the Obligations other than the payment of money which
continues for a period of thirty (30) days after Secured Party gives notice
thereof to Debtor, or
e. an event of default occurs and is continuing under any
other agreement between Debtor and Secured Party.
5
f. any Event of Default occurs, as defined in the Pledge
and Security Agreement dated as of May 29, 2001 between Secured Party and Logix
Communications Enterprises, Inc.
g. the Secured Party receives at any time after the
execution hereof and prior to payment of all of the Obligations, a report from
any office in which filings have been made perfecting the security interest
created hereby indicating that the Secured Party's security interest is not
prior to all other security or other interests reflected in such report.
h. Debtor shall (i) apply for or consent to the
appointment of a receiver, trustee, custodian, intervenor or liquidator of all
or a substantial part of its assets, (ii) file a voluntary petition in
bankruptcy or file a petition or answer seeking reorganization of an arrangement
with creditors or to take advantage of any Debtor Laws, (iii) admit in writing
that it is unable to pay its debts as they become due or generally not pay its
debts as they become due, (iv) make a general assignment for the benefit of
creditors, (v) file an answer admitting the material allegations of, or consent
to, or default in answering, a petition filed against it in any bankruptcy,
reorganization or insolvency proceeding or (vi) take corporate action for the
purpose of effecting any of the foregoing; or (i) an involuntary petition or
complaint is filed against Debtor seeking bankruptcy or reorganization of
Debtor, or the appointment of a receiver, custodian, trustee, intervenor or
liquidator for Debtor, or for all or substantially all of Debtor's assets, and
such petition or complaint is not dismissed within 60 days of the filing
thereof, or (ii) an order, judgment or decree shall be entered by any Tribunal
approving a petition or complaint seeking reorganization of Debtor or appointing
a receiver, custodian, trustee, intervenor or liquidator for Debtor, or of all
or substantially all of Debtor's assets, as applicable, and such order, judgment
or decree continues unstayed for a period of 60 days.
i. Any "Event of Default" occurs under the Pledge and
Security Agreement dated as of May 29, 2001 between Logix Communications
Enterprises, Inc. and the Secured Party, as amended, modified or supplemented
from time to time.
j. This Security Agreement shall cease for any reason to
be in full force and effect, or the Debtor shall so assert, or the lien or
security interested created under this Security Agreement shall cease to be
enforceable and of the same effect and priority purported to be created
hereunder.
10. REMEDIES. If an Event of Default occurs, Secured Party may declare
all the Obligations to be immediately due and payable and shall be entitled to
exercise all remedies available hereunder or under law. Without limiting the
foregoing, at the request of Secured Party, Debtor will assemble the Collateral
and make it available to Secured Party at a place designated by Secured Party
reasonably convenient to both parties. A period of five (5) days from the time
the notice is sent shall be a reasonable period for notification of any sale or
other disposition of Collateral by or for Secured Party. Debtor agrees to pay,
on demand, the amount of all expenses incurred by Secured Party in protecting,
preserving, storing, and selling the Collateral. If this Security Agreement, or
any obligation secured hereby is referred to an attorney for protecting,
defending, or enforcing the provisions hereof, Debtor shall pay a attorneys'
fee, expenses of title search, and all court costs and costs of public officials
and all costs (including, but not limited to attorneys' fees and expenses)
incurred by Secured Party in the taking possession of, preservation,
maintenance, and sale of the Collateral, which amounts shall be deemed a portion
of the indebtedness secured hereby, and any
6
and all such items shall bear interest from the date incurred by Secured Party
until repaid by Debtor at the rate specified in the Note for interest accruing
after an Event of Default. The Secured Party may dispose of the Collateral in
its condition at the time it is made available or following any commercially
reasonable preparation or processing. The Secured Party may comply with any
applicable State or federal law requirements in connection with a disposition of
the Collateral, and compliance therewith will not be considered to adversely
affect the commercial reasonableness of any sale of the Collateral. The Secured
Party may specifically disclaim warranties of title and the like.
Notwithstanding anything to the contrary contained herein,
Secured Party shall have the right at any time and from time to time during any
uncured Event of Default, without notice, to notify any of Debtor's account
debtors that Accounts have been assigned to Secured Party, to forward all
invoices to such account debtors directing them to make payments to Secured
Party, to collect all accounts in its or Debtor's name and to take control of
any cash or non-cash proceeds of accounts and of any returned or repossessed
goods.
If the Secured Party sells any of the Collateral upon credit,
the Debtor will be credited only with payments actually made by the purchaser
and received by the Secured Party. In the event the purchaser fails to pay for
the Collateral, the Secured Party may resell the Collateral and the Debtor shall
be credited with the proceeds of the sale.
11. GOVERNING LAW. This Security Agreement shall be governed by, and
construed in accordance with, the internal laws of the State of Oklahoma.
12. NOTICES. All notices, requests, demands, instructions, and other
communications required hereunder or contemplated hereby shall be given to
Debtor in the manner and to the addresses set forth below and to Secured Party
as follows:
Xxxxxx XX Limited Partnership
00000 Xxxxxxxx Xxx
Xxxxxxxx Xxxx, Xxxxxxxx 00000
13. ENTIRE AGREEMENT; NO ORAL MODIFICATIONS. This Agreement embodies
all representations, warranties, and agreements of the parties and may not be
altered or modified except by an instrument in writing signed by the parties.
14. REMEDIES CUMULATIVE. The various rights, powers, elections, and
remedies of Secured Party are cumulative, and no one of them is exclusive of the
others or exclusive of any right or remedy allowed by law, and no right shall be
exhausted by being exercised on one or more occasions.
15. BENEFIT OF AGREEMENT. This Agreement shall be binding upon, and
shall inure to the benefit of, the parties and their respective successors,
legal representatives and assigns.
16. SECTION HEADINGS. The section headings contained in this Agreement
are for convenient reference only and shall not in any way affect the meaning or
interpretation of this Agreement.
7
17. FILING. A carbon, photographic or other reproduction of this
Security Agreement or any financing statement executed pursuant hereto may be
filed as a financing statement.
EXECUTED AND DELIVERED the day and year first above written.
DEBTOR: LOGIX COMMUNICATIONS CORPORATION,
an Oklahoma corporation
By
--------------------------------------
Xxxxx X. Xxxxxx
President and Chief Executive Officer
Address:
00000 Xxxxxxxx Xxx
Xxxxxxxx Xxxx, XX 00000
Attn: Xxxxxxx Xxxxxx, Esq.
General Counsel
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EXHIBIT "A"
[LOCATIONS]
LOGIX
COMMUNICATIONS
CORPORATION
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
LOC.# LANDLORD ADDRESS DESCRIPTION
-------------------------------------------------------------------------------------------------------------
1 TNT Properties The Petroleum Inc. Switch
000 X. 00xx Xxx, Xxx. 000
Xxxxxxxx,XX 00000
2 Dilch Ranch Part. The Atrium at Xxxxxxx Ridge Sales
00000 X-00 Xxxx, Xxx. 000
Xxxxxxxx, XX 00000
3 Dupont Group Lake Shore Towers, LTD Switch & Sales
000 Xxxxxx Xxxxxxx Xx.
Xxxxxx, XX 00000
4 Lake Ats. Commons, Ltd Xxxxxxx Plaza Sales
0000 Xxxx 0xx Xx, Xxx 000
Xxxxxx, XX 00000
5 US Realty & Investment Co. 000 Xxxxx Xxxxx Xxxxx
Xxxxxxxx, Xxx 000
Xxxxxx Xxxxxxx, XX 00000
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
6 Xxxxxxx Hills Center 2323 Xxxxx St., 1st Floor Switch & Sales
Dallas, TX
7 NeXcomm Asst. Acquisition Inlomart Switch & Sales
0000 Xxxxxxxx Xxx
Xxxxxx, XX
8 Quontom Office Investers,Lp Sales
9 7810 Stemmons,LP. 0000 Xxxxxxxx Xxx, Xxx 000 Xxxxxx
Xxxxxx, XX 00000
00 Xxxxx Xxxxx Xxxxxxxxxx Xxxxxxx Xxxxx Xxxxxx
00000 X. Xxxxxx Xxxxxxx
Xxxxxx, XX 00000
11 ICC Texas Holding 0000 Xxx Xxxxx Xxxxx, Xxx 000 Sales
Xx Xxxx, XX 00000
12 Equity Xxxxxx 0000 Xxxxxx Xxxxxx Xxxx Xxxxx Xxxxxx
Xx. Xxxxx, XX
00 Xxxxx Xxxx Xxxxxx One Building Sales
0000 Xxxxxx Xxxxx
Xxxxxxx, XX
14 Equity Office Grp. One Brook Hollow Center Sales
0000 X. Xxxx Xxxx
Xxxxxxx, XX
15 Caption's Portfolio 00 Xxxxx Xxxxxx Xxxx
Xxxxxxx, XX 7702
16 Wedge Int. Tower Wedge Int. Tower Switch & Sales
0000 Xxxxxxxxx Xxxx. Xxx
Xxxxxxx, XX 7702
00 Xxxxx Xxxxxxx Xxxxxx Xxxxx Xxxxx Xxxxxxx Switch
00000 Xxxxx Xxxx xxx 000
Xxxxxxx, XX 000000
18 Xxx Xxxx Xxxx Xxx Xxxx Xxxx Xxxxx Equipment
0000 X. Xxxx X, Xxx 000
Xxxxxxx, XX
19 Real Estate Services 0000 Xxxxxxx Xxx 000 Xxxxxxxxx
Xxxxxxx, XX 00000
20 Wedge Int. Tower Wedge Int. Tower Sales
0000 Xxxxxxxxx Xxxx. Xxx
Xxxxxxx, XX 7702
21 York Town Plaza 5353-5373 W. Alabama St Telephone Factory
Houston, TX
22 First Xxxxxx Xxxx Xxxxx Xxxxx 000 Xxxxxx Xxxxxx
Xxxxxx Xxxx, XX 00000
23 Nalco Reality Company 000-000 X. Xxxxxxxx Xxx. Xxxxxxxxx
Xxxxxxxxx Xxxx, 00000
24 Box Plaza Bank of OK Plaza
000 Xxxxxxx X. Xxxx, Xxx 000
Xxxxxxxx Xxxx, XX
25 MVP Limited Partnership 0000 Xxxxxxxxxxxx Xxx. Xxxxxx
Xxxxxxxxx Xxxx, XX
00 Xxxx Xxx Corp 000 Xxxx Xxx Xxxxxx
Xxxxxxxxxx Xxxx, XX 00000
27 Landmark Towers 0000 XX 00xx Xxxxxxxxx
Xxxxxxxxx Xxxx, XX 00000
28 Renaissance Associates, LP del Sato Building Sales
0000 Xxxxxxx Xxxx. Xxx 000
Xxxxxx Xxxx, Xxxxxx 00000
29 Western Properties, Ltd 000 Xxxxxxxx
000 Xxxxxx Xx. 366
30 Crown Alamo Center One Alamo Center Switch
000 X. Xx. Xxxx'x, Xxx 000
Xxx Xxxxxxx, XX 00000
31 One River Walk, Joint Venture One River walk Pl. Switch
000 X. Xx. Xxxx, Xxx 000
Xxx Xxxxxxx, XX 00000
00 Xxxx Xxxxx Associates, Ltd One Main Plaza Switch
000 X. Xxxx Xx., Xxx 000
Xxxxx, XX 00000
00 XXX Xxxxx Xxxxx. Southland Tower Sales
0000 X. Xxxxxxxxxx, Xxx 0000
34 Duke -Weeks Reality Westcheler Pl Sales
0000 Xxxxx Xxxx. Ste# 240
35 Xxxxxxx & Xxxxxxx Xxxx 0000 Xxxx Xxxx, Xxxxx X Vacant Office
Spring field, MO
36 Southwestern Xxxx Telephone 0000 Xxxxxxxxx Xx. Xx-Xxxxxx
Xxxxxx, Xxxxx
37 Southwestern Xxxx Telephone 000 X. Xxxxxxxxxxx Xx. Xx-Xxxxxx
Xxxxxx , Xxxxx
38 Southwestern Xxxx Telephone 0000 Xxxxx Xx Xx-Xxxxxx
Xxxxxx, XX
39 Southwestern Xxxx Telephone 000 Xxxxxx Xxx Xx-Xxxxxx
Xxxxxx, XX
40 Southwestern Xxxx Telephone 000 X. Xxxxx Xx Xx-Xxxxxx
Xxxx Xxxxx, Xxxxx
41 Southwestern Xxxx Telephone 0000 Xxxx Xxxx Xx. Xx-Xxxxxx
Xxxxxxx, XX
42 Southwestern Xxxx Telephone 00000 Xxxxxxx Xx-Xxxxxx
Xxxxxxx, XX
43 Southwestern Xxxx Telephone 0000 Xxxxxx Xx-Xxxxxx
Xxxxxxx, XX
44 Southwestern Xxxx Telephone 0000 X. Xxxxx Xxxxxxx Xx-Xxxxxx
Xxxxxxx, XX
45 Southwestern Xxxx Telephone 0000 Xxxxxxxx Xx-Xxxxxx
Xxxxxxx, XX
46 Southwestern Xxxx Telephone 0000 Xxxxxxxx Xx-Xxxxxx
Xxxxxxx, XX
47 Southwestern Xxxx Telephone 000 Xxxxxxxx Xx-Xxxxxx
Xxxxxx, XX
48 Southwestern Xxxx Telephone 105 Auditorium Co-Locate
Austin, TX
49 Southwestern Xxxx Telephone 0000 Xxxx Xx-Xxxxxx
Xxxxxx Xxxx, XX
50 Southwestern Xxxx Telephone 000 X. Xxxxx Xx Xx-Xxxxxx
Xxxxxx, XX
51 Southwestern Xxxx Telephone 000 X. Xxxxx Xx-Xxxxxx
Xxxxxxxxxx, XX
52 Southwestern Xxxx Telephone 000 Xxxxxxx Xx. Xx-Xxxxxx
Xxxx Xxxxx, XX
53 Southwestern Xxxx Telephone 0000 X. Xxxxxxx Xx-Xxxxxx
Xxxxxxxx, XX
00 Xxxxxxxxxxxx Xxxx Xxxxxxxxx Xx-Xxxxxx
55 Southwestern Xxxx Telephone 000 Xxxx XxXxx Xx-Xxxxxx
Xxxxxxxx Xxxx, Xx
56 Southwestern Xxxx Telephone 00 X. Xxxxx Xx-Xxxxxx
Xxxxxx, Xx
57 Southwestern Xxxx Telephone 000 Xxxxx Xx-Xxxxxx
Xxxxx,XX
58 GTE( Verizon) 000 X. Xxxx Xx-Xxxxxx
Xxxxx, XX
59 GTE( Valor) 000 X. Xxxxxxxx Xx-Xxxxxx
Xxxxxx Xxxxx, Xx
XXXXXX XXXXXXX TELEPHONE
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LOC.# LOCATION OWNER DESCRIPTION
-------------------------------------------------------------------------------------------------------------
1 Cheyenne, OK DTC Office/ Equip
2 Cheyenne, OK DTC Blue Warehouse
3 Cheyenne, OK DTC Cable Warehouse
4 Cheyenne, OK DTC Radio Tower
5 Camargo, OK DTC Equipment Xxxxxx
0 Xxxxxxx, XX XXX Xxxxx
0 Xxxxx, Xx DTC Office/Garage
8 24 DTC Equipment Office
9 Reydon, OK DTC Equipment Xxxxxx
00 Xxxxx Xxxxx Xxxxxx, XX DTC Equipment Xxxxxx
00 Xxxxxxxxxx, XX DTC Equipment Office
12 Vici, OK DTC Equipment Office
13 Vici, OK DTC Equipment Office
MCCLOUND EQUIPMENT & BLDGS
-------------------------------------------------------------------------------------------------------------
LOC.# LOCATION OWNER DESCRIPTION
-------------------------------------------------------------------------------------------------------------
1 DTC Equipment/
Office/Warehouse
2 DTC Regen
3 DTC Regen
4 DTC Regen
5 DTC Regen
0 Xxxxxx Xxxx XXX Xxxxx
0 Xxxxxx Hill DTC Regen
8 Indian Meridan DTC Regen
9 DTC Regen
10 DTC Regen
11 DTC Regen
12 DTC Regen
13 Xxxxxxx Xxxxx DTC Regen
14 DTC Regen
15 DTC Regen
16 DTC Regen
17 DTC Regen
18 DTC Regen
19 DTC Regen
20 DTC Regen
21 DTC Regen
22 DTC Regen
23 Elk City Condo DTC Furniture
24 Xxxx Town DTC Regen
25 Medowwood DTC Regen
26 Buried Cable DTC Regen
27 Peebly DTC Remote
28 Newalla DTC
EXHIBIT "B"
PRINCIPAL
DATE OF NOTE AMOUNT
------------------------------- -----------------
03/30/2000 $545,000
07/20/2000 20,000,000
08/02/2000 15,000,000
08/09/2000 2,000,000
08/10/2000 7,000,000
08/11/2000 3,000,000
08/15/2000 15,000,000
08/17/2000 3,000,000
12/29/2000 4,000,000
12/31/2000 1,927,573
01/29/2001 2,000,000
02/15/2001 2,000,000
03/12/2001 2,000,000
03/31/2001 1,974,826
04/02/2001 2,000,000
-----------------
$81,447,398
=================
