ASSUMPTION AGREEMENT AND
AMENDMENT TO LOAN DOCUMENTS
THIS ASSUMPTION AGREEMENT AND AMENDMENT TO LOAN DOCUMENTS is
entered into on February 12, 1997 among SA Telecommunications,
Inc. ("STEL"), U.S. Communications, Inc. ("USCI"), Long Distance
Network, Inc. ("Long Distance"), Southwest Long Distance Network,
Inc. ("Southwest"), AddTel Communications, Inc., a California
corporation ("AddTel") and Greyrock Business Credit, a Division
of NationsCredit Commercial Corporation ("GBC"). STEL, USCI,
Long Distance and Southwest are referred to herein, jointly and
severally, as the "Existing Borrowers". AddTel and the Existing
Borrowers are referred to herein, jointly and severally, as the
"Borrowers".
This Agreement is entered into with reference to the
following facts:
A. GBC and the Existing Borrowers are parties to that
certain Loan and Security Agreement dated December 26, 1996 (the
"Loan Agreement"). (The Loan Agreement, and all present and
future documents and instruments relating thereto are herein
collectively referred to as the "Loan Documents." Capitalized
terms used in this Agreement, which are not defined, shall have
the meanings set forth in the Loan Agreement.)
B. AddTel is a corporate affiliate of the Existing
Borrowers, and desires to join with the Existing Borrowers as a
co-borrower under the Loan Documents.
C. The parties desire to amend the Loan Agreement as
herein set forth, all of which amendments shall be effective on
the date hereof.
The parties agree as follows:
1. ASSUMPTION.
(a) AddTel hereby joins with the Existing Borrowers as
a Borrower under the Loan Agreement and other Loan Documents, and
AddTel hereby assumes and agrees to pay and perform when due all
present and future indebtedness, liabilities and obligations of
the Existing Borrowers under, based upon, or arising out of the
Loan Agreement, and all other Loan Documents, including without
limitation all of the "Obligations" as defined in the Loan
Agreement.
(b) All references in the Loan Agreement and the other
Loan Documents to "Borrower" shall be deemed to refer, jointly
and severally, to AddTel and the Existing Borrowers, and without
limiting the foregoing, all references in the Loan Agreement, and
the other Loan Documents to "Collateral", "Inventory",
"Equipment", "Receivables", "General Intangibles" and "Deposit
Accounts" shall be deemed to include all present and future
"Collateral", "Inventory", "Equipment", "Receivables", "General
Intangibles" and "Deposit Accounts" of AddTel as well as the
"Collateral", "Inventory", "Equipment", "Receivables", "General
Intangibles" and "Deposit Accounts" of the Existing Borrowers.
2. GRANT OF SECURITY INTEREST. Without limiting the
generality of the provisions of Section 1 above, as security for
all of the Obligations, AddTel hereby grants GBC a continuing
security interest in all of AddTel's interest in the following,
whether now owned or hereafter acquired, and wherever located:
All "Receivables," "Inventory," "Equipment," and "General
Intangibles," (as defined in Exhibit A) including, without
limitation, all of AddTel's Deposit Accounts (as defined in
Exhibit A), all money, all collateral in which GBC is granted a
security interest pursuant to any other present or future
agreement, all property now or at any time in the future in GBC's
possession, and all proceeds (including proceeds of any insurance
policies, proceeds of proceeds and claims against third parties),
all products of the foregoing, and all books and records related
to any of the foregoing.
3. ALLOCATION OF LOANS. Loans under the Loan Agreement
with respect to AddTel's Receivables shall, in GBC's discretion,
be made to AddTel. AddTel shall be liable for all Loans to all
Borrowers and all other Obligations of all Borrowers under the
Loan Agreement and other Loan Documents.
4. GUARANTIES, STOCK PLEDGE, DEPOSIT ACCOUNTS.
Concurrently herewith:
(a) The Existing Borrowers shall execute and deliver
to GBC a Continuing Guaranty with respect to AddTel.
(b) AddTel shall execute and deliver to GBC a
Continuing Guaranty with respect to each of the Existing
Borrowers.
(c) Borrower shall cause North American
Telecommunications Corporation, Baltic States and CIS Ventures,
Inc., CIS Intelligence Information Services, Inc., and Uniquest
Communications, Inc. to execute and deliver to GBC a Continuing
Guaranty with respect to AddTel.
(d) STEL shall execute and deliver to GBC a Stock
Pledge Agreement, on GBC's standard form, with respect to all of
the outstanding stock of AddTel.
(e) AddTel shall, concurrently, execute and deliver to
GBC a Notice of Security Interest with respect to the Deposit
Accounts listed on Exhibit B, which AddTel represents and
warrants are all of its Deposit Accounts.
5. REPRESENTATIONS TRUE; NO DEFAULTS. Without limiting
any of the terms or provisions of the Loan Documents, AddTel
represents and warrants to GBC that all representations and
warranties of the Borrowers in the Loan Documents are true and
correct with respect to AddTel as though it was named therein as
the Borrower, and that no Event of Default and no event which,
with notice or passage of time or both, would constitute an Event
of Default under any of the Loan Documents has occurred and is
continuing.
6. GENERAL PROVISIONS. This Agreement and the Loan
Documents and the documents referred to herein set forth in full
all of the representations and agreements of the parties with
respect to the subject matter hereof and supersedes all prior
discussions, representations, agreements and understandings
between the parties with respect to the subject hereof. This
Agreement may not be modified or amended, nor may any rights
hereunder be waived, except in a writing signed by the parties
hereto. As herein expressly amended, all of the terms and
provisions of the Loan Agreement, and all other Loan Documents
shall continue in full force and effect and the same are hereby
ratified and confirmed. This Agreement is being entered
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into, and shall be governed by the laws of the State of
California. This Agreement may be executed in counterparts,
which, together shall constitute one and the same agreement.
AddTel: GBC:
ADDTEL COMMUNICATIONS, INC. GREYROCK BUSINESS CREDIT,
a Division of NationsCredit
Commercial Corporation
By J. Xxxxx Xxxxxxx
----------------------------
Vice President By Xxx Xxxxxxxx
--------------------------
Title Managing Director & COO
-----------------------
Existing Borrower: Existing Borrower:
SA TELECOMMUNICATIONS, INC. LONG DISTANCE NETWORK, INC.
By J. Xxxxx Xxxxxxx By J. Xxxxx Xxxxxxx
-------------------------- ---------------------------
Vice President Vice President
Existing Borrower: Existing Borrower:
U.S. COMMUNICATIONS, INC. SOUTHWEST LONG DISTANCE
NETWORK, INC.
By J. Xxxxx Xxxxxxx By J. Xxxxx Xxxxxxx
-------------------------- ----------------------------
Vice President Vice President
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CONSENT
The undersigned, guarantors, acknowledge that their consent
to the foregoing Agreement is not required, but the undersigned
nevertheless do hereby consent to the foregoing Agreement and to
the documents and agreements referred to therein. The Continuing
Guarantees, and all other documents and agreements of the
undersigned in favor of GBC shall continue in full force and
effect and the same are hereby ratified and affirmed. This
Consent may be executed in counterparts. The signature of the
undersigned shall be fully effective even if other persons named
below fail to sign this Consent.
North American CIS Intelligence Information
Telecommunications Corporation Services, Inc.
By /s/ J. XXXXX XXXXXXX By /s/ J. XXXXX XXXXXXX
---------------------------- ---------------------------
Title Vice President Title Vice President
Baltic States and CIS Uniquest Communications, Inc.
Ventures, Inc.
By /s/ J. XXXXX XXXXXXX By /s/ J. XXXXX XXXXXXX
---------------------------- ---------------------------
Title Vice President Title Vice President
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Exhibit A
Certain Defined Terms
"Deposit Account" has the meaning set forth in Section 9105 of
the California Uniform Commercial Code.
"Equipment" means all of AddTel's present and hereafter acquired
machinery, molds, machine tools, motors, furniture, equipment,
furnishings, fixtures, trade fixtures, motor vehicles, tools,
parts, dyes, jigs, goods and other tangible personal property
(other than Inventory) of every kind and description used in
AddTel's operations or owned by AddTel and any interest in any of
the foregoing, and all attachments, accessories, accessions,
replacements, substitutions, additions or improvements to any of
the foregoing, wherever located.
"General Intangibles" means all general intangibles of AddTel,
whether now owned or hereafter created or acquired by AddTel,
including, without limitation, all choses in action, causes of
action, corporate or other business records, Deposit Accounts,
inventions, designs, drawings, blueprints, patents, patent
applications, trademarks and the goodwill of the business
symbolized thereby, names, trade names, trade secrets, goodwill,
copyrights, registrations, licenses, franchises, customer lists,
security and other deposits, rights in all litigation presently
or hereafter pending for any cause or claim (whether in contract,
tort or otherwise), and all judgments now or hereafter arising
therefrom, all claims of AddTel against GBC, rights to purchase
or sell real or personal property, rights as a licensor or
licensee of any kind, royalties, telephone numbers, proprietary
information, purchase orders, and all insurance policies and
claims (including life insurance, key man insurance, credit
insurance, liability insurance, property insurance and other
insurance), tax refunds and claims, computer programs, discs,
tapes and tape files, claims under guaranties, security interests
or other security held by or granted to AddTel, all rights to
indemnification and all other intangible property of every kind
and nature (other than Receivables).
"Inventory" means all of AddTel's now owned and hereafter
acquired goods, merchandise or other personal property, wherever
located, to be furnished under any contract of service or held
for sale or lease (including all raw materials, work in process,
finished goods and goods in transit), and all materials and
supplies of every kind, nature and description which are or might
be used or consumed in AddTel's business or used in connection
with the manufacture, packing, shipping, advertising, selling or
finishing of such goods, merchandise or other personal property,
and all warehouse receipts, documents of title and other
documents representing any of the foregoing.
"Receivables" means all of AddTel's now owned and hereafter
acquired accounts (whether or not earned by performance), letters
of credit, contract rights, chattel paper, instruments,
securities, documents and all other forms of obligations at any
time owing to AddTel, all guaranties and other security therefor,
all merchandise returned to or repossessed by AddTel, and all
rights of stoppage in transit and all other rights or remedies of
an unpaid vendor, lienor or secured party.
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