Asset Sale Agreement Between ETS Payphones, Inc., as the Seller and Empire Payphones, Inc. as the BuyerAsset Sale Agreement • November 7th, 2005 • Ets Payphones Inc • Telephone & telegraph apparatus • New York
This Asset Sale Agreement (this "Agreement") is entered into and effective on November 1, 2005 (the "Commencement Date") between ETS Payphones, Inc., a Delaware corporation, ("ETS" or "Seller") and Empire Payphones, Inc., a New York corporation ("Empire" or "Buyer").
NOTENote • November 7th, 2005 • Ets Payphones Inc • Telephone & telegraph apparatus
This Note and the repayment obligations hereunder are entitled to the benefits of the Agreements and that certain Security Agreement, of even date, executed and delivered by the Company to and in favor of Empire (the "Security Agreement"). The Agreements and the Security Agreement, among other things, contain provisions for the maturity of this Note upon the happening of certain stated events and also for the security for this Note by a lien and security interest in the Collateral referred to and described in the Agreements and the Security Agreement. Reference is hereby made to the Agreements and the Security Agreement for a description of the Collateral and the rights of the Company and Empire with respect to the Collateral.
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • November 7th, 2005 • Ets Payphones Inc • Telephone & telegraph apparatus • New York
This Management Services Agreement ("Agreement") made as of this 1st day of November, 2005, by and between Empire Payphones, Inc., a New York corporation with its principal place of business at 44 Wall Street, New York, NY 10005 ("Empire"), and ETS Payphones, Inc., a Delaware corporation, with its principal place of business at 1490 Westfork Drive, Lithia Springs, GA 30122 ("ETS" or "Owner"). Empire and Owner may collectively be referred to herein as "Parties" or each individually as a "Party."
SECURITY AGREEMENT–ALL PERSONAL PROPERTY ASSETS SECURITY AGREEMENTSecurity Agreement • November 7th, 2005 • Ets Payphones Inc • Telephone & telegraph apparatus
This SECURITY AGREEMENT, dated as of November 1, 2005, (The "Agreement") between ETS Payphones, Inc., a Delaware corporation (the "Company"), and Empire Payphones, Inc., a New York corporation (hereinafter "Empire").
