EXHIBIT 10.13
AGREEMENT
AGREEMENT, dated as of October 30, 1997, between and among USCI, Inc.,
a Delaware corporation ("USCI") and Xxxxx X. Xxxx, Xxxxxx X. Xxxxxxxxxx,
Xxxxxx Xxxxx, Xxxxx Xxxxxxx and Xxxxxx X. Xxxxx (each a "Shareholder" and
collectively, the "Shareholders").
WHEREAS, USCI has entered into an agreement of even date herewith with
PaineWebber Inc. ("PWI") (the "LC Agreement") pursuant to which PWI has agreed
to provide certain Letter of Credit financing for the account of USCI's
wholly-owned subsidiary, Ameritel Communications, Inc., and USCI has agreed
to deposit up to 674,107 shares of USCI Common Stock (the "Shares") as
collateral for the issuance of such Letters of Credit, and
WHEREAS, the Shareholders have agreed to provide USCI with the Shares
pursuant to the terms and conditions hereof.
NOW, THEREFORE, the parties agree as follows:
18. Upon execution of this Agreement, each Shareholder shall deliver
to USCI such number of Shares of USCI Common Stock registered in such
Shareholder's name, free and clear of any liens or encumbrances, as set forth
opposite such Shareholder's name on Schedule A attached hereto together with
stock powers endorsed in blank.
19. USCI shall deposit the Shares into USCI's account with PWI
(Account No. ____) solely in accordance with the provisions of the LC
Agreement, a copy of which is attached hereto.
20. Pursuant to Section 5 of the LC Agreement, upon the earlier to
occur of (i) the issuance after October 30, 1997 of capital stock of USCI
pursuant to the USCI private placement and (ii) January 30, 1998, USCI shall
provide PWI with "Replacement Collateral" as defined, and in the amount set
forth, in the LC Agreement and shall thereafter direct PWI to promptly deliver
the Shares directly back to the Shareholders.
21. As consideration for providing the Shares hereunder, each
Shareholder shall, upon execution of this Agreement, receive a five year
option to purchase, at a price of $6.00 per share, such number of shares of
USCI Common Stock as set forth opposite such Shareholder's name in Schedule
A attached hereto.
22. This Agreement shall be governed by and construed in accordance
with the laws of the State of Georgia.
23. This Agreement may be executed in any number of counterparts, each
of which shall be identical, and all of which taken together shall constitute
one and the same instrument and any party hereto may execute this Agreement
by signing such counterpart.
24. This Agreement represents the entire agreement among the parties
with respect to the subject matter hereof.
IN WITNESS WHEREOF, the parties have executed this Agreement on the date
first above written.
USCI, Inc. Shareholders:
By: /s/ [authorized officer] /s/ Xxxxx X. Xxxx
/s/ Xxxxxx X. Xxxxxxxxxx
/s/ Xxxxxx Xxxxx
/s/ Xxxxx Xxxxxxx
/s/ Xxxxxx X. Xxxxx
SCHEDULE A
Name of Shareholder No. of Shares to be Deposited
Xxxxx X. Xxxx 350,000
Xxxxxx X. Xxxxxxxxxx 53,500
Xxxxxx Xxxxx 75,000
Xxxxx Xxxxxxx 42,639
Xxxxxx X. Xxxxx 23,906
Name of Shareholder No. of Shares Subject to Option
Xxxxx X. Xxxx 35,000
Xxxxxx X. Xxxxxxxxxx 5,350
Xxxxxx Xxxxx 7,500
Xxxxx Xxxxxxx 4,264
Xxxxxx X. Xxxxx 2,391
