EXHIBIT 10.33
AMENDMENT TO LEASE AGREEMENT DATED October 31, 1996 BETWEEN
TELECOMMUNICATIONS FINANCE GROUP AND
ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC
FOR EQUIPMENT INSTALLED IN LOS ANGELES, CALIFORNIA
Effective December 2, 1997, the following sections of said Lease Agreement are
amended as follows:
1. Section 3:
The term of the lease changed from sixty, (60) months to sixty-three
(63) months.
2. Section 5(a):
The number of consecutive monthly installments of rent for the
Equipment is changed from sixty (60) months to sixty -three (63)
months.
TELECOMMUNICATIONS FINANCE GROUP ATHENA INTERNATIONAL
LTD. LIABILITY CO.
DBA ATHENA INTERNATIONAL, LLC
By: By: /s/ KEVIN H. POLLARD
------------------------------ -----------------------------
PRESIDENT & CEO
- -------------------------------- --------------------------------
Authorized Representative (Name & Title)
Date Signed: Date Signed: MARCH 2, 1998
--------------------- ---------------------
SCHEDULE 1 OF EXHIBIT A
(CERTIFICATE OF DELIVERY AND ACCEPTANCE)
EQUIPMENT DESCRIPTION
The items of personal property to be leased pursuant to this Lease Agreement,
dated as of October 31, 1996 between TELECOMMUNICATIONS FINANCE GROUP, as
Lessor, and ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL,
LLC, as Lessee, are described below and in the attached equipment list(s):
Equipment List
Number Description Amount
- -------------- ------------ ------
DCO-681161 USED 1152 PORT EQUIPPED AND WIRED $368,950.00
RELEASE 12.1; BASIC SS-7 WITH 800
PORTABILITY; SS-7 SPARES; POWER SYSTEM;
UPGRADE TO RELEASE 14.0; DE-INSTALL AT
CALGARY, PACK; RGL EXPANSION
INCLUDING INSTALLATION
FREIGHT 1,958.98
TFG-97245 ADDITION I 298,421.49
TFG-97278 ADDITION II 185,473.75
TFG-98016 ADDITION III 22,777.76
----------
TOTAL $877,581.98
===== ===========
The above described equipment installed at:
800 West Sixth Street, Los Angeles, California 90017
ACCEPTED BY: /s/ KEVIN H. POLLARD
------------------------
DATE: March 2, 1998
--------------------------------
Dated: October 31, 1996
Revised: June 2, 1997
Revised: August 29, 1997
Revised: February 26, 1998
EQUIPMENT LIST # TFG-98016 DATED: February 26, 1998
COMPANY: ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC
SITE LOCATION: LOS ANGELES. CALIFORNIA
ADDITION: III
PART NO/DESCRIPTION QUANTITY AMOUNT
- ------------------- -------- ------
STN
RESTRUCTURE CHARGES $22,777.76
----------
TOTAL 22,777.76
===== ==========
EQUIPMENT LIST # TFG-97278 DATED: August 29, 1997
COMPANY: ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC
SITE LOCATION: LOS ANGELES, CALIFORNIA
ADDITION: II
PART NO/DESCRIPTION QUANTITY AMOUNT
- ------------------- -------- ------
SSC
DTF-02 960 PORT ADDITION WITH ISDN,
PER DCO.710014, ISSUE 2, DATED 06/24/97;
ISDN TRANSPORT SOFTWARE; SERVICE
CUA WITH BASI'S; ISDN SPARE PWBAS;
DIU PWBA (2) INCLUDING INSTALLATION
(S.O.#071568) AS FOLLOWS:
MATERIAL 1 LOT 89,242.00
SOFTWARE 1 LOT 10,000.00
INSTALLATION 11,340.00
FREIGHT 3,774.75
REAL TIME ANI FEATURE #823435 (S.0. #071804)
AS FOLLOWS:
SOFTWARE RTU 1 LOT 26,667.00
ONE PAIR OF A. LINKS FEATURE #003069
(S.O.#072727) AS FOLLOWS:
SOFTWARE 1 LOT 6,895.00
SCAT 330.00
RELEASE 15.0 UPGRADE PER DCO-710024,
ISSUE 1, DATED 04/08/97 (S.O.#072810)
AS FOLLOWS:
MATERIAL 1 LOT 25,000.00
INSTALLATION 5,000.00
ONE A LINK PAIR (S.O.#073211) AS FOLLOWS:
SOFTWARE 1 LOT 6,895.00
SCAT 330.00
-----------
TOTAL $185,473.75
===== ===========
SIEMENS
STROMBERG-CARLSON
INSTALLATION SITE: LOS ANGELES, CA
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
ITEM 01
CMF-00 CCS-02
-------------
822068-812 Diag. Grading Panel 1
822003.596A PWBA, (2W) SI HDI 4
822002.526 PWBA, TSI PGH I/F 4
207800.482 Cable Assembly (TSI/PGH) 4
522005.546A PWBA, (2W)TPPO HOl 2
822006-566A PWBA, TPP1 2
822017-555A FWBA, TPP2 2
DTF-02
------
817577SO0A MG Basic DTF Assembly
817577.901A MG, DS1 Hos1 CUA 5
817577-902A MG, Basics PVVBAS DS1 CUA 5
207600-225A Frame Weldment 1
207800-079A Pkg Assy Front Door Mtg Hardware 1
207800-080A Pkg Assy Rear Door Mtg Hardware 1
207600.158A Door Assembly, Right IIO 2
207600-159A Door Assembly, Left IIO 2
817577-92D Cable Tie Assy 6
817560-626A PWBA, (2VV) TIF 40
817577-917A MF Fan Assy w/Alarm 1
SIEMENS
STROMBERG-CARLSON
INSTALLATION SITE: LOS ANGELES, CA
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
ITEM 01 (Cont.)
OTF-02 (Cont.)
------
817743-518 CUA, DIU 1
207800-539 Package Assy, DIU Mtg 1
817564-048 PWBA (2W) DS-1 Power Supply 2
817744-026 PWBA Div Terminator 2
207630-042 Shield Assembly 1
817742-536 PWBA (2W) DIU 2
PRT-00
------
817576-938 Mod Group, Circuit Breaker 2
Miscellaneous
DSX-DR19 Cross Connect Panel 2
DOC-ADD Additions Documentation 1
ITEM 01A
ISDN Transport
--------------
827010 ISDN Transport 1
SIEMEN
STROMBERG, CARLSON
INSTALLATION SITE: LOS ANGELES, CA
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
ITEM 02
LTR-00 MG
----------
814574-992 MG Service Circuit CUA 1
814574.-995 PWBA Mod Group Basic PWBA 1
207800-720 PWBA Guide 1
814742-536 PWBA, DTMF Rec 5
814742-575 PWBA. (1W) DTMF Rec Foc 3
814571-766 FW8A (1W) Receive:/NACT/EVACT TMF Rec 3
814695-556 PWBA (1W) DTMF Dig. Sender 2
814572.575 PWBA (1W) DIG Sender TMF 2
NOTE: Requirements for additional Service Circuits are based upon SS7 usage in
the office. This CUA could mount in LTF,00 CUA posn. 01
ITEM 03
ISDN Soare-PWBAS
----------------
817564.046 PWBA (2W) DS-1 Power Supply 1
817744-025 PWBA, Div Terminator 1
207830-042 Shield Assembly 1
ITEM 04
ISDN PWBA
---------
817742-536 PWBA (2W) DIU 1
EQUIPMENT LIST # TFG-97245 DATED: June 2, 1997
COMPANY: ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC
SITE LOCATION: LOS ANGELES, CALIFORNIA
ADDITION: I
PART NO./DESCRIPTION QUANTITY AMOUNT
- -------------------- -------- ------
SS-C
A FULLY EQUIPPED DTF-02 FRAME
(1152 PORTS) PER DCO.681162, ISSUE
1, DATED 09/17/96 (S.O.#071175) AS
FOLLOWS:
MATERIAL 1 LOT $72,307.00
INSTALLATION 10,200.00
FREIGHT 24.05
765 AMP HOUR BATTERY PART #4-DAV85-19
WITH 1200 AMP HOUR CHARGER PER DCO-
710000, ISSUE 01, DATED 10/28/96; 2 EJH
PROCESSORS; 1 SPARE EJH PROCESSOR;
200 AMP DISTRIBUTION PANEL WITH BUS
BAR, CABLES AND 10-10 AMP BREAKERS
(S.O.#071800) AS FOLLOWS:
MATERIAL 1 LOT 52,773.00
INSTALLATION 12,200.00
FREIGHT 895.48
A HENDRY FUSE PANEL PER DCO-710009,
ISSUE 02, DATED 12/06/96 (S.O.#071983)
AS FOLLOWS:
MATERIAL 1 LOT 1,732.00
INSTALLATION 2,200.00
FREIGHT 78.50
THIRD PARTY VENDOR- ACTION TELCOM
PRIMARY SYSTEM; SECONDARY SYSTEM; AVAS
SYSTEM; TCP/P PACKAGE; NETPLAN PACKAGE;
REMOTE COMMUNICATIONS PACKAGE; BASIC
AGGRAGATOR PACKAGE; INSTALLATION;
TRAINING (SEE ATTACHED EQUIPMENT LIST) 1 LOT 111,650.00
THIRD PARTY VENDOR - TELLABS
81.2571/32MS T1 ECHO CANCELLER 8 17,655.00
FREIGHT 8.58
81.0257D/23" ECHO CANC MTG ASSY 1 836.00
FREIGHT 11.88
THIRD PARTY VENDOR. TTC
EQUIPMENT AS FOLLOWS: 1 LOT 15,807.00
CENTRAL OFFICE TESTING PKG, S/N 10347 1
RACK MOUNT, 19", 1402 1
RACK MOUNT ( 19") FOR 41934 1
CABLE. BANTAM TO BANTAM 10' 4
FREIGHT 43.00
-----
TOTAL $298,421.49
===== ===========
SIEMENS
STROMBERG-CARLSON
INSTALLATION SITE: LOS ANGELES, CA
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
ITEM 01
DTF-01
------
817577-900 Frame M/G 1
817577-901 MG, DS-1 Host CUA 6
817557-902 MG, DS-1 Basic PVVBA's 6
207600-225 Frame Weldment 1
207800-079 Package Assembly Front Door Mtg Hdw 1
207800-080 Package Assembly Rear Door Mtg Hdw 1
207600-158 Door Assembly, Right I/O 2
207600-159 Door Assembly, Left I/O 2
207600-721 PVVBA Guide 6
817560-606 PWBA, T1 Interface 48
817577-917 MG Blower w/Fan Alarm, Base 1
CMF-00, CCS-01
--------------
822068-811 Diag. Grading Panel 1
822003-596A PVVBA, (2W) TSI HDI 4
822002-526 PVVBA, TSI PGH I/F 4
207800-482 Cable Assembly (TSI/PGH) 4
822005-546A PWBA, (2W) TPP0 HDI 20
822006-566A PVVBA, TPP1 (For Addition) 2
822017-556A PWBA, TPP2 (For Addition) 2
1
SIEMENS
STROMBERG, CARLSON
INSTALLATION SITE: LOS ANGELES, CA
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
ITEM 01 ( Cont.)
PRT-00
------
817576-938 Mod Group, Circuit Breaker 2
Miscellaneous
-------------
DSX-DR19 Cross Connect Panel 2
DOC-ADD Additions Documentation 1
2
SIEMENS
STROMBERG-CARLSON
INSTALLATION SITE: LOS ANGELES, CA
ITEM 01
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
Miscellaneous
-------------
203352-600 OEM Equipment, Fuse Panel 1
020785-086 100' Red Power Cable 1
020785-065 100' Black Power Cable 1
Documentation
-------------
DOC-ADD Additions Documentation 1
NOTE: The ADC Cross Connect Panel and Hendry Fuse Panel must be ordered for 23'
mounting.
2
- --------------------------------------------------------------------------------
EQUIPMENT LIST AND WARRANTY INFORMATION ON NAMS SALE
- --------------------------------------------------------------------------------
CUSTOMER: ATHENA PROJECT CODE: 9205
BUSINESS OFFICE ADDRESS:
BUSINESS OFFICE PHONE#: VOICE: ( ) FAX: ( )
SITE LOCATION: Los Angeles
SITE ADDRESS: 800 W. 11th St. Ste 380, Los Angeles, CA, 10017
SITE PHONE#: VOICE: (213)622-4977 FAX: ( ) NAMS: ( )
SWITCH TECH: Wayne Carey
SYSTEM NAME:
PURCHASE DATE: STARTUP DATE: WARRANTY END DATE:
PRIMARY SYSTEM EQUIPMENT: Name: Password:
- ---------------------------------------------------------------------------------------------
Key Make Model Serial # I/O IRQ ADDR STKI
- ---------------------------------------------------------------------------------------------
PC ACER 9000 P/N 91AA984003 1900047309
KB ACER PS2 6311-k K6367171828P
MON ACER 34T UVGA 71~4T M3TP64711536
VC AII Built-In MacH64 215CT22200 9
HDC Adaptec Built-In AIC-7880P 722511 8400 11
HDC MYLEX DAC960PL 982139 8000 10 PCISLOT-1
HD IBM 4gig Channel-1 74G7005 M1AG3B59925 mdac id=0 Tray-l-F/W~
HD IBM4gig Channel-2~ DCAS-34330 B3A14326 mdacZid=0 Tray-5-F/W-
HD IBM4gig Ch~nel-2- DCAS-34330 B3A14421 mdac-id=l Tray-6F/W
FD Mitsumi (1.44) D359T5 3542754 3f2 6
TD Tandberg TDC-4222 42223862. alad 2, 5-gig
SL1 Digi Host Ad. 09527155 F0000000
SL1 Digi Conc. (1P)50000585 (S)E7702756 16-port DB-25
X25 SWG SGX 011311 300 15 D0000
PRN Epson LP-870 40Ul119747 3bc 7 /dev/lpo
NET 3COM 3C590 6GP14D256E 7000 14 PCISLOT-3-
SER ACER Built In com 3f8 4
SER ACER Built In com2. 3be 3
CD NEC CDR-222 5Z000214322 mdac id=5
DIA AVAS D/21D CG030890 5 D2000
P/S DELTA DPS-350EB Y2613001392 352-watts
I/P ADDRESS= 206.142.142.97
MEMORY- 64 meg
SPEED= 166 mhz
SOFTWARE:
- -----------------------------------------------------------------------------------------------
Key Make License License License Registration
Number Code Data Key
- -----------------------------------------------------------------------------------------------
OS SCO OpenServer 2DL091048 qwncovwn ezwzckaosk
Enterprise Sys
- -----------------------------------------------------------------------------------------------
OS SCO Advanced 2DL090568 qonorjmn k0;u1;mpyb07k; hhosbhoebh
File & Print
- -----------------------------------------------------------------------------------------------
OS SCO OpenServer 2DL083104 qbwdzhfc g0;k;u10;msmlf48 ezwzckaosk
User License
- -----------------------------------------------------------------------------------------------
SOFTWARE:
- -----------------------------------------------------------------------------------------------
Key Make Serial # Activation Key # Version
- -----------------------------------------------------------------------------------------------
NAMSI ATC NAMS II
X25 Netcom II net26414 D094339ff 4.5.4
COMM Term CSU152134U3 gbldbich 6.2
DB Foxpro 2.60
- -----------------------------------------------------------------------------------------------
SECONDARY SYSTEM EQUIPMENT: Name: Password:
- -----------------------------------------------------------------------------------------------
Key Make Model # Serial # I/O IRQ ADDR STK
- -----------------------------------------------------------------------------------------------
PC ACER 2133 1900054811
KB ACER 6311-K K6367031462P
MON ACER 7134T M3TP64712500
VC Built In
HDC Adaptec Built In 7400 11
IBM 2-gig DAC32160 11546H6125Z1M000001585 id=O
FD Mitsumi (1.44) D359T5 6K17MT0652 3f2 6
TD Tandberg 4220 4226686
X25 SWG SGX D01307 300 15 D0000
NET 3COM 3C590 6GF1657997 7000 14
PRN 7 /dev/lp0
SER ACER Built In coml 3f8 4
SER ACER Built In com2 2f8 3
I/P ADDRESS= 206,142,142,96
MEMORY= 16 meg.....
SPEED= 133 mhz
SOFTWARE:
- -----------------------------------------------------------------------------------------------
Key Make License License License Registration
Number Code Data Key
- -----------------------------------------------------------------------------------------------
OS SCO OpenServer 2DL08564 kybwynit xzxzeqhghj
Enterprise Sys
- -----------------------------------------------------------------------------------------------
OS SCO Advanced 2DL085160 gwrqfqor k0;u1;mp8anw4 gttttqqobj
File & Print
- -----------------------------------------------------------------------------------------------
0S SCO Openserver 2DL089298 qbwdzhkx g0;k;u10;m14pzdk qbhqqaakjj
User License
- -----------------------------------------------------------------------------------------------
SOFTWARE:
- -------------------------------------------------------------------------------
Key Make Serial # Activation Key # Version
- -------------------------------------------------------------------------------
NAMS ATC NAMS II
X25 Netcom II net26410 n901208fc 4.5.4
COMM Term CSU151463U3 hehJak 6.2
COMMUNICATIONS EQUIPMENT:
- -------------------------------------------------------------------------------
Key Make Model # Serial #
- -------------------------------------------------------------------------------
DSU DDC VRT-1 (Stat-Mux) 628439 (switch)
DSU DDC VRT-1 (Stat-Mux) 628444 (billing office)
EASY BRIDGE 3000 9604AF6222 (switch)
EASY BRIDGE 3000 9606AF7075 (billing office)
Modem Multitec MT1932zDX (Primary) 4797703
Modem Multitec MT1932ZDX (Secondary) 4724938
SIEMENS
STROMBERG-CARLSON
Installation Site: Los Angeles, CA
ITEM 01
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
Switching Equipment
Line Trunk Frame (LTF)
OCCSLTFFRM Line Trunk Frame 1
814742-566 Diagnostic Test Gen/Monitor 1
LTFDOORS LTF Doors, Front & Rear 1
LINGRPCUA Line Group CUA (LTF) 1
SLTFUTSCUA Trk/Svc Ckt CUA Grp 1
SLTFUSCUA Svc Ckt CUA Grp 4
814571-706 Digital TMF Rcv.(2/PWBA) 19
814572-576 Digital Sender (TMF/SATT) 6
814695-556 Digital DTMF Sender 6
814643-596 Digital DTMF Receiver 23
814742-576 (FOC) Digital DTMF Receiver 4
814574-936 2-Wire E&M Trunk PWBA 2
814574-932 Loop Trunk, Reverse Batt PWBA I
Digital Trunk Frame (DTF)
OCCSDTFFP Digital Trunk Frame 1
DTFDOORS DTF Doors, Front & Rear 1
SDS1HSTCUA DS1 Host Ckt CUA 6
817560-626A T1 Interface PWBA 48
817577-917A Blower Assembly w/fan Alarm 1
681161CA/1:09/17/96 1
SIEMENS
STROMBERG-CARLSON
Installation Site: Los Angeles, CA
ITEM 01
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
Switching Equipment
Control & Maintenance Frame (CMF)
SCMFOCC12.1 Control & Maint Frame OCC 12.1 1
CMFDOORS CMF Doors, Front & Rear 1
822068-819 DLI Transfer 1
814635-086 PWBA Ring (N+I) 1
814721-666 Serial Line Unit PVVBA 1
822010-676 Disk Drive Assy 2
822010-656 Tape Drive 1
817702-556 Traffic Measurement/Rec 1
817620-556 MSA PWBA 1
814727-626 J2 Maintenance Processor 1
822010-606 Power & Alarm PWBA : 1
817680-606A BMUX PWBA 1
822222-606A DM-11 1
TSlPWB17 TSI PWBA 4.
822702-536A PXAM II - 4MB 2
822727-696A J-Processor (8MB) 2
814770-656 PXA Memory PWBA 1/Mbyte 1
TPPOPVVB17 TPP PWBA (Sectors 0, 1) 1
OCCSNCS Sync Network Clock (Slave) 1
822718-596 Feature Processor (PWBA) 2
814095-626 Service Group Diag PWBA 1
681161CA/1:09/17/96 2
SIEMENS
STROMBERG-CARLSON
Installation Site: Los Angeles, CA
ITEM 01
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
Switching Equipment
Control & Maintenance Frame(CMF)(CONT)
OCCTAPE Tape Control PWBAs 1
814722-216A RS232 Interface Module 7
Power & Test Frame (PRT)
SPRTFOCC12.1 Power Ringing & Tst Fr OCC12.1 1
PRTDOORS PRT Doors, Front & Rear 1
817576-938 Circuit Breaker 100 Amp 7
814475-036 Alarm Sender PWBA 1
817576-912 Basic Cabinets & MTG for N+I) 1
814629-904 Ringing Generator (20 Hz) 1
817576-934 200VA DC/AC Non-Redund Invtr 1
814215-820 Cook 4 Chan Announcer (NT5M) 1
203352-581 4 Channel Announcer 1
Automatic Message Accounting
SAMAFRM AMA Frame 1
AMADOORS AMA Doors Rear 1
814421-908 Cook 1600 BPI Tape Drives (2) 2
814421-909 Cook 1600 BPI Strapping 2
681161CA/1:09/17/96 3
SIEMENS
STROMBERG-CARLSON
Installation Site: Los Angeles, CA
ITEM 01
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
Switching Equipment
Miscellaneous
4-24419-0290 DSX PnI-ADC DSX-DR 19 w/cord 2
PJ716 Bantam Patch Cord 8
2200B Channel Access Unit 1
203352-645 9600 Full Duplex Modems 1
202975-592 7' x 19" Relay Rack 1
207800-284 Installation Material 1
200110-119 Fuse 1 1/3 amp 20
200110-129 Fuse 3 amp 10
200110-429 Fuse 10 amp 5
200110-139 Fuse 5 amp 10
SD0000 Std System Documentation 1
D0001 Specifications, Paper 2
D0002 Site Drawings, Paper 2
203352-600 Hendry Filtered Fuse Panel 1
207630-911 Modem Eliminator OCC 2
207630-901 PKG Assy/Modem Eliminator 4
Superstructure & Cabling 1
Battery Distribution Frame
814053-043A 7ft Battery Discharge Frame 1
207521-733 Shield 1
681161CA/1:09/17/96 4
SIEMENS
STROMBERG-CARLSON
Installation Site: Los Angeles, CA
ITEM 01
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
Switching Equipment
Power Equipment
Customer Supplied
Distribution Frame Equipment
5065-8 Term Blocks Newton 8 x 26 4
5054 Newton Bracks (1 per 2 blks) 2
Maintenance & Administration Equipment
202958-464 Tape Cartridge 1
203352-608 Arrow Tape Drive Cleaning Kit 1
203352-283 Genicom 2120 Keyboard/Printer 1
7271-964 Box, Teleprinter Paper 1
681161CA/1:09/17/96 5
SIEMENS
STROMBERG-CARLSON
Installation Site: Los Angeles, CA
ITEM 01
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
Spare Circuit Packs
200110-099 Fuse 1/2 Amp 1
207630-042 Power Supply Shield 1
555020-125 Fuse, 3AG, 3A 1
555366-001 Switch, SPST 1
814288-526 Tape Diagnostic PWBA 1
814291-546 Tape Motion Cont. PWBA 1
814298-526 Tape Buffer PWBA 1
814439-056 PGC-1 PWBA 1
814440-076 PGC-2 PWBA 1
814441-056 MUX/DEMUX PWBA 1
814462--036A Power Supply PWBA 1
814463-026A Power Supply PWBA 1
814539-026 CMOS Codec Comm. PWBA 1
814727-626 J2 Maintenance Processor 1
817113-086 Power Supply PWBA 1
817524-066A LTC Interconnect PWBA 1
817560-626A T1 Interface PWBA 1
817561-526 T1 I/F Control 1 PWBA 1
817562-566 T1 I/F Control 2 PWBA 1
817564-026A Power Supply PWBA 1
817581-026 DS1 Terminator PWBA 1
817702-556A TMRS Processor 1
822010-656 Tape Drive 1
681161CA/1:09/17/96 6
SIEMENS
STROMBERG-CARLSON
Installation Site: Los Angeles, CA
ITEM 01
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
Spare Circuit Packs (Cont.)
822010-666 Tape Drive PVVBA 1
822015-536 Clock Generator (SNC) PWBA 1
822024-036A Power Monitor PWBA 1
822033-596A MCG -II PWBA 1
822034-536A Master Clock Dist. PVVBA 1
822289-566A TBI II PWBA 1
822723-556A Data Link III PWBA 1
822726-526A HD MSA/SL PWBA 1
822010-606A MSDA Pwr & Alarm 1
822010-636 Disk Drive Assy 1
822222-606A DLI-II 1
Software Features
999948 OCC Basic Features Package 1
011219 Trunks Automatic Routine Testing 1
011289 Out of Svc Limit for Server Grp. Eq. 1
012970 Glare Guard 1
018000 Paginated Print-out 1
026609 Route Treatment Expansion 1
053140 Alarm Repeat Notification 1
053150 Alarm LSSGR Compliant 1
053770 Alarm Spurt Alarm During Transfer 1
056519 Automatic Switch-Over 1
681161CA/1:09/17/96 7
Stromberg- Carlson
Installation Site: Los Angeles, CA
DESCRIPTION QTY
----------- ----
ITEM 02 SS7 HARDWARE & SOFTWARE
822057-526 Signaling System Controller 2
822055-536 Communication Link Controller 2
814742-586 Continuity Test PWBA 3
822723-556 Data Link III 2
003009 Common Channel Signaling System 1
003019 Service Switching Point 1
003069 CCS7 Link Pair Software 1
ITEM 02A SS7 SPARES
822057-526 Signaling System Controller 1
822055-536 Communication Link Controller 1
ITEM 03 "A" LINKS
003069 CCS7 Link Pair Software 1
ITEM 04 Power Equipment
2029750593 7' x 23" Relay Rack 1
DDV85-19 Exide DD Battery 765 AH 1
203352-588 Charger/Lorain/200A RHM200D50 2
ITEM 05
Upgrade to Release 14.0 1
ITEM 06
De-Install at Calgary, pack 1
681161CA/1:09/17/96 20
ATHENA INTERNATIONAL LTD. LIABILITY CO.
DBA ATHENA INTERNATIONAL, I.LC
SITE: NEW YORK, NEW YORK
LEASE PAYMENTS
ADDENDUM TO LEASE AGREEMENT DATED June 25, 1996 BETWEEN
TELECOMMUNICATIONS FINANCE GROUP AND
ATHENA INTERNATIONAL LTD. LIABILITY CO.
DBA ATHENA INTERNATIONAL, LLC.
EFFECTIVE DECEMBER 1,1996 (60 MONTHLY LEASE PAYMENTS)
ORIGINAL VALUE OF EQUIPMENT $451,430.34
RATE FACTOR PER $ 1,000 S21,993
ORIGINAL MONTHLY LEASE PAYMENT
EFFECTIVE MARCH 1,1997 (57 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION I $215,530.65
RATE FACTOR PER. $ 1,000 $22,851
ADDITION 1 MONTHLY LEASE PAYMENT $ 4,925.09
TOTAL MONTHLY LEASE PAYMENT $14,853.40
EFFECTIVE MAY 1,1997 (55 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION II $142,820.71
RATE FACTOR PER $ 1,000 $22,984
ADDITION II MONTHLY LEASE PAYMENT $ 3,282.59
TOTAL MONTHLY LEASE PAYMENT $18,135.99
EFFECTIVE SEPTEMBER 1,1997 (51 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION III $ 55,000.00
RATE FACTOR PER $1,000 $24,391
ADDITION III MONTHLY LEASE PAYMENT $ 1,341.51
TOTAL MONTHLY LEASE PAYMENT $19,477.50
EFFECTIVE NOVEMBER 1,1997 (49 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION IV $ 67,656.00
RATE FACTOR PER $ 1,000 $25,183
ADDITION IV MONTHLY LEASE PAYMENT $ 1,703.78
TOTAL MONTHLY LEASE PAYMENT $21,181.28
':
ATHENA INTERNATIONAL LTD. LIABILITY CO.
DBA ATHENA INTERNATIONAL, LLC
SITE: NEW YORK, NEW YORK
LEASE PAYMENTS (CONTINUED)
EFFECTIVE DECEMBER 2, 1997, THE LEASE TERM IS EXTENDED FROM 60 TO 63 MONTHS.
EFFFECTIVE JANUARY 1, 1998 (50 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION V $ 23,909.20
LEASE PAYMENTS ARE AS FOLLOWS:
01/01/98-03/01/98 $0
04/01/98-02/01/2002 $21,811.99
SUMMARY OF TOTAL LEASE PAYMENTS:
3 @ $ 9,928.31 = $ 29,784.93
2 @ $14,853.40 = $ 29,706.80
4 @ $18,135.99 = $ 72,543.96
2 @ $19,477.50 = $ 38,955.00
2 @ $21,181.28 = $ 42,362.56
3@$ .0- =$ -0-
47 @ $21,811.99 = $ 1,025,163.53
63 $ 1,238,516.78
ACCEPTED BY: /s/ Kevin H. Pollard
DATE: March 2, 1998
SCHEDULE 1 OF EXHIBIT A
(CERTIFICATE OF DELIVERY AND ACCEPTANCE)
EQUIPMENT DESCRIPTION
The Items of personal property to be leased pursuant to this Lease Agreement,
dated as-of June 25, 1996 between TELECOMMUNICATIONS FINANCE GROUP, as Lessor,
and ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC, as
Lessee, are described below and in the attached equipment list(s):
Equipment List
Number Description Amount
- -------------- ----------- ------
DCO-681098 A USED RELEASE 14 DCO-CS EQUIPPED AND $448,000.00
WIRED FOR 2304 PORTS PER DCO-681093,
ISSUE 01, DATED 05/29/96. INCLUDES TOLL-
FREE NUMBER EXPANSION AND 4-DIGIT CIC
FEATURES INCLUDING INSTALLATION.
ENHANCED SS-7 WITH 800 PORTABILITY.
INCLUDES SS-7 BACKWARD CALL INDICATION
AND CIRCUIT IDENTIFICATION FEATURES.
ADDITIONAL INSTALLATION EFFORT 1,736.00
FREIGHT 1,694.34
TFG-97199 ADDITION I 215,530.65
TFG-97217 ADDITION II 142,820.71
TFG-97266 ADDITION III 55,000.00
TFG-97293 ADDITION IV 67,656.00
TFG-98017 ADDITION V 23,909.20
-----------
TOTAL $956,346.90
===== ===========
The above described equipment installed at:
60 Hudson Street, Suite M16, New York, New York 10013
ACCEPTED BY: /s/ Kevin H. Pollard
DATE: March 2, 1998
Dated: June 25, 1996
Revised: February 6, 1997
Revised: March 27, 1997
Revised: July 31, 1997
Revised: October13, 1997
Revised: February 26, 1998
EQUIPMENT LIST # TFG-98017 DATED: February 26, 1998
COMPANY: ATHENA INTERNATIONAL LTD. LIABILITY CO.
ATHENA INTERNATIONAL, LLC
ADDITION: V
SITE LOCATION: NEW YORK, NEW YORK
PART NO./DESCRIPTION QUANTITY AMOUNT
-------------------- -------- ------
STN
RESTRUCTURE CHARGES $23,909.20
----------
TOTAL $23,909.20
===== ==========
EQUIPMENT LIST # TFG-97293 DATED: October 13, 1997
COMPANY: ATHENA INTERNATIONAL LTD, LIABILITY CO.
ATHENA INTERNATIONAL, LLC
ADDITION: IV
SITE LOCATION: NEW YORK, NEW YORK
PART NO./DESCRIPTION OUANTITY AMOUNT
- -------------------- -------- ------
SS-C
DTF-04 1152 PORT ADDITION PER
DCO-710018, ISSUE 1, DATED 01/03/97
(S.O.#072299) AS FOLLOWS:
MATERIAL 1 LOT $58,118.00
INSTALLATION 7,900.00
FREIGHT 1,638.00
----------
TOTAL $67,656.00
===== ==========
SIEMENS
Stromberg-Carlson
Installation Site: New York, NY
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
ITEM 01
DTF-04
------
817577-900 MG Basic DTF Assembly 1
817577-901 MG, DS1 Host CUA 6
817577-902 MG, Basics PWBAs DS1 CUA 6
207600-225 Frame Weldment 1
207800-079 Pkg Assy Front Door Mtg Hardware 1
207800-080 Pkg Assy Rear Door Mtg Hardware 1
207600-158 Door Assembly, Right I/0 2
207600-159 Door Assembly, Left I/O 2
207600-721 PWBA Guide 6
817560-606 PWBA, T1 Interface 48
817577-917 MG Blower w/Fan Alarm, Base 1
PRT-00
817576-938 Mod Group, Circuit Breaker 2
Miscellaneous
DSX-DR19 Cross Connect Panel 2
DOC-ADD Additions Documentation 1
710018NY/1:02/06/97 1
EQUIPMENT LIST # TFG-97266 DATED: July 31, 1997
COMPANY: ATHENA INTERNATIONAL LTD. LIABILITY CO.
ATHENA INTERNATIONAL, LLC
ADDITION: III
SITE LOCATION: NEW YORK, NEW YORK
PART NO./DESCRIPTION QUANTIY AMOUNT
- -------------------- ------- ------
SS- C
RELEASE 15.0 UPGRADE PER DCO-710025,
ISSUE 1, DATED 04/08/97; EXPANSION OF
ROUTE GUIDE INDEXES, FEATURE #820398
(S.O.#072809) AS FOLLOWS:
MATERIAL 1 LOT $50,000.00
INSTALLATION 5.000.00
----------
TOTAL $55,000,00
===== ==========
EQUIPMENT LIST # TFG-97217 DATED: March 27, i997
COMPANY: ATHENA INTERNATIONAL LTD. LIABILITY CO.
ATHENA INTERNATIONAL, LLC
ADDITION: II
SITE LOCATION: NEW YORK, NEW YORK
PART NO./DESCRIPTION QUANTITY AMOUNT
- -------------------- -------- ------
SS-C
DTF-03, 1152 PORT ADDITION PER
DCO-710001, ISSUE 2, DATED 01/03/97
(S.O.#070921) AS FOLLOWS:
MATERIAL 1 LOT $80,000.00
INSTALLATION 9,400.00
FREIGHT 980.00
INCREASED AUX TABLES #820085 PER
DCO-681151, ISSUE 01, DATED 08/19/96
(S.O.#071524) AS FOLLOWS:
MATERIAL 1 LOT 20,000.00
2 EJH PROCESSORS WITH 1 SPARE PER DCO-
7450001, ISSUE 01, DATED 10/17/96 (S.O.#071532)
AS FOLLOWS:
MATERIAL 1 LOT 30,420.00
INSTALLATION 2,000.00
FREIGHT 20. 71
------
TOTAL $142,820.71
===== ===========
SIEMENS
Stromberg-Carlson
Installation Site: New York, NY
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
ITEM 0l
CMF-00, CCS-03
822068-812 Diag. Grading Panel 1
822003-596A PWBA, (2W) SI HDI 4
822002-526 PWBA, TSI PGH I/F 4
207800-482 Cable Assembly (TSI/PGH) 4
822005-546A PWBA, (2VV) TPPO HDI 2
822006-566A PWBA, TPP1 2
822017-556A PWBA, TPP2 2
DTF-03
817577-900 MG Basic DTF Assembly 1
817577-901 MG, DS1 Host CUA 6
817577-902 MG, Basics PWBAs DS1 CUA 6
207600-225 Frame Weldment 1
207800-079 Pkg Assy Front Door Mtg Hardware 1
207800-080 Pkg Assy Rear Door Mtg Hardware 1
207600-158 Door Assembly, Right I/0 2
207600-159 Door Assembly, Left I/O 2
207600-721 PWBA Guide 6
817560-606 PWBA, T1 Interface 48
817577-917 MG Blower w/Fan Alarm, Base 1
710001NY/2:01/03/97 1
SIEMENS
Stromberg-Carlson
Installation Site: New York, NY ,
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
ITEM 01 (Cont.)
PRT-00
------
817576-938 Mod Group, Circuit Breaker 2
Miscellaneous
DSX-DR19 Cross Connect Panel 2
DOC-ADD Additions Documentation 1
ITEM 02
4-DDV85-19 Exide Battery 765 Amp Hour 1
NOTE: This battery is normally provided when DTF-03 is added.
ITEM 03
LTF-O0
------
814574-992 MG Service Circuit CUA 1
814574-995 PWBA Mod Group Basic PWBA 1
207600-720 PWBA Guide 1
814742-536 PVVBA, Univ. Service Circuit 5
814742-576 PWBA, (1W) Univ. Service Circuit 3
814571-766 PWBA (1W) Receiver NACT/EVACT 3
814695-556 PWBA (1W) DTMF Dig. Sender 2
814572-576 PWBA (1W) Dig. Sender TMF 2
NOTE: In order to mount this CUA in LTF-00, the Line CUA in CUA position 00 will
have to be removed.
710001NY/2:01/03/97 2
EQUIPMENT LIST # TFG-97199 DATED: February 6, 1997
COMPANY: ATHENA INTERNATIONAL LTD. LIABILITY CO.
ATHENA INTERNATIONAL, LLC
ADDITION: I
SITE LOCATION: NEW YORK. NEW YORK
PART NO./DESCRIPTION QUANTITY AMOUNT
- -------------------- -------- ------
SS-C
1152 PORT ADDITION PER DCO-681113,
ISSUE 01, DATED 07/01/96 (S.O.#070570)
AS FOLLOWS:
MATERIAL 1 LOT $82,000.00
INSTALLATION 9,400.00
FREIGHT 608.65
REAL TIME ANI FEATURE #823435
(S.O.#071803) 1 LOT 26,667.00
THIRD PARTY VENDOR- ACTION TELCOM
AMS PRIMARY SYSTEM, NAMS SECONDARY SYSTEM,
AVAS-AUTOMATED VOICE ALARMING SYSTEM, TCP/IP
PACKAGE, NETPLAN - LERG (SEE ATTACHED EQUIPMENT
LIST) 1 LOT 96,855.00
---------
TOTAL $215.530.65
===== ===========
Stromberg-Carlson
Installation Site: New York, NY
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
Switching Equipment
ITEM 01
DTF-02
------
817577-900 DTF Frame Assembly 1
817577-901 DS-1 Host CUA 6
817577-902 DS-1 Basic PWBAs 6
817560-626 T-1 Interface PWBA 48
207600-225 DTF Frame Assembly 1
207600-721A Card Guide 6
207800-079 Front Door Mounting 1
207800-080 Rear Door Mounting 1
207600-158 Right Door 2
207600-159 Left Door 2
817577-924 Base Mount Blower Assembly 1
LTF-01
814574-900 LTF Frame Assembly 1
814574-901 Supervisory Panel 1
814574-904 Ejector Bar 2
814574-903 Terminator Assembly 1
207600-720 Card Guide 1
207600-210 LTF Frame Package 1
207800-014 Terminal Block Assembly 1
681113NY/1:07/01/96 2
Stromberg-Carlson
Installation Site: New York, NY
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
Switching Equipment
ITEM 01
LTF-01 (Cont.)
814574-992 Universal Service CUA 1
814574-995 Basic PWBAs I
814742-576 Digital DTMF Receiver PWBA (FOC) 1
814571-686 Digital TMF Receiver PWBA 3
814572-576 Digital TMF Sender PWBA 3
814895-556 Digital DTMF Sender PWBA 3
814643-596 Digital DTMF Receiver PWBA 17
207600-160 Front Door Mounting 1
207600-471 Rear Door Mounting 1
207600-158 Right Door 2
207800-159 Left Door 2
CMF
814095-616 Service Group Diag, PWBA 1
822003-596 1024 Port TSI PWBA 4
822002-526 TSI/PGH Interface PWBA 4
207800-482 TSI/PGHGP Cable 4
822005-546 TPP 0 PWBA 2
822006-576 TPP 1 PWBA 2
822017-566 TPP 2 PWBA 2
822068-811 Diag. Grading Panel CCS-02 1
681113NY/1:07/10/96 3
Installation Site: New York, NY
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
Switching Equipment
ITEM 01
PRT
817576-938 Circuit Breaker 4
MISCELLANOUS
4-24419-0290 DSX Panel, ADC DSX-DR 19 2
PJ716 8antem Patch Cord 8
DOC.ADD Additions Documentation 1
681113NY/1:07/10/96 4
ACTION TELCOM EQUIPMENT LIST
>>>>> EQUIPMENT LIST AND WARRANTY INFORMATION ON NAMS SALE <<<<<
CUSTOMER: Athena PROJECT CODE
BUSINESS OFFICE ADDRESS:
BUSINESS OFFICE PHONE#: VOICE: ( ) FAX: ( )
SITE LOCATION:
SITE ADDRESS:
SITE PHONE#: VOICE: ( ) FAX: ( ) NAMS: ( )
SWITCH TECH:
SYSTEM NAME:
PURCHASE DATE: STARTUP DATE: WARRANTY END DATE:
PRIMARY SYSTEM EQUIPMENT: Name: Password:
- ---------------------------------------------------------------------------------------------------
Key Make Model # Serial # I/O IRQ ADDR STK
- ---------------------------------------------------------------------------------------------------
AC ACER 4166 1900022075
KB ACER 6311-K K6366280752P
MON ACER 7134-T M3TP61113253
VC PCI
HDC Adaptec Built-in AIC7870P 719411
HD IBM DHFS M1A63 B94666 ID =3(4-GB)
HD IBM DHFS EC486509 ID =0(4-GB)
HD IBM DHFS B81929 ID =1(4-GB)
FD Mitsumi. (1.44) D359T5 3170675
YD Panasonic(1.2) JU-475-5 00197599
TD Tandberg TDC-42222 42205208 ID=2
SL1 Digi Host Ad (1P)77000218 095251179
SL1 Digi Conc. (1P)70000666 09525179
X25 SWG SGX 10870 300 15 D0000
X25 SWG SGX-Daughter N/A
PRN Epson LP-870 40U1133226 7 3bc-3be
NET RACAL PCI Interlan T2 0207011BEAFC 14 PCI Slot 1
SER ACER Built-in Com 1/Com 2 4/3 3fS/2fS
CD NEC CDR222 5X012024212
DIA AVAS D/21D CG209544 5 D2000
P/S DELTA DPS35OEB Y2622003618
I/P ADDRESS=
~MORY=
EED=
SOFTWARE: Primary
- --------------------------------------------------------------------------------
Key Make Serial # Activation Key #
- --------------------------------------------------------------------------------
SCO UNIX Sys 2DC030716 ollnxocm
FoxPro--V2 6 N/A
NAMS ATC NAMS II N/A
TERM Century CSU150754U3
NETCOM II version 4.5.3a net25828 Tc08al50e NOTES:
NOTES:
- --------------------------------------------------------------------------------
>>>>> EQUIPMENT LIST AND WARRANTY INFORMATION ON NAMS SALE <<<<<
- --------------------------------------------------------------------------------
CUSTOMER: Athena
SITE LOCATION: Denver
STEM NAME:
SECONDARY SYSTEM EQUIPMENT: Name: Password:
- ------------------------------------------------------------------------------------------------
Key Make Model # Serial # I/O IRQ ADDR STK
- ------------------------------------------------------------------------------------------------
PC ACER F520HB 1900022536
KB ACER 6311-K K6366200166 P
MON ACER 7134T M3TP62407942
vc ET4W32-5 0167237
HDC Adaptec (On-Board) AIC-7870P 719411
HD IBM DORS-32160 11S46H6072ZIM0002T6484
FD Mitsumi (1 44) D359Tss 2974189
FD Panasonic (1 2) JU-475-5 00026718
CD Sony CDU-76S 5032202
TD Tandberg 2.SGB TDC 4220 42205084 id=2
X25 SWG SGX 10880
NET RACAL Interlan PCI T2 0207011C0368
SER ACER (Built-in)
Power Supply DPS-2OOBP-8 S46150422818
I/P ADDRESS=
MEMORY=
SOFTWARE: Secondary
- -------------------------------------------------------------------------------
Key Make Serial # Activation Key #
- -------------------------------------------------------------------------------
OS SCO UNIX sysV 2DG004883 Ivdjvdej
NAMS ATC NAME II [illegible] [illegible]
COMMUNICATIONS EQUIPMENT:
- -------------------------------------------------------------------------------
Key Make Model # Serial #
- -------------------------------------------------------------------------------
DSU DDC VRT-1 (Stat-Mux)
DSU DDC VRT-1 (Stat-Mux)
DSU DDC VRT-1 (X.25 Link)
DSU DDC VRT-1 (X.25 Link)
Modem Multitec MT2834ZDX (Primary) 442500.3
Modem Multitec MT2834ZDX (Secondary) 4425001
LOG: ATHENA Primary & Secondary
Unpack and set up equipment. Perform operational checks. KP Disassemble
equipment as necessary to obtain and log serial numbers from individual boards
and components. Gather and log software serial numbers and activation keys.
Configure and install AVAS, X25 boards and reassemble equipment. Performed
operational checks. JR
Secondary: Verified OS version. Performed SCRATCH and RECHECK RC modifications.
Checked serial and parallel ports. Removed and reinstalled tape device.
Configured printer. Made Root & Boot and tape backup. Tuned shell and relinked
kernel. Installed software drivers for SGX and Dialogic boards. Loaded Where and
CLS programs. Installed TERM and NAMS. KP
Also modified gettdefs and changed IRQ on Racal network card to 14 and made ALAD
driver and Boot disk, EISA Configuration Utility disk.
Installation Site: New York, NY
ITEM O1
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ----
Switching Equipment
Line Trunk Frame (LTF)
OCCSLTFFRM Line Trunk Frame 1
814742-566 Diagnostic Test Gen/Monitor 1
LTFDOORS LTF Doors, Front & Rear 1
LINGRPCUA Line Group CUA (LTF) 1
SLTFUTSCUA Trk/Svc Ckt CUA Grp I
SLTFUSCUA Svc Ckt CUA Grp 6
814571-706 Digital TMF Rcv. (2/PWBA) 33
814572-576 Digital Sender (TMF/SATT) 9
814695-556 Digital DTMF Sender 9
814643-596 Digital DTMF Receiver 36
814742-576 (FOC) Digital DTMF Receiver 6
814574-936 2-Wire E&M Trunk PWBA 2
814574-932 Loop Trunk, Reverse Batt PWBA 1
Digital Trunk Frame (DTF)
OCCSDTFFRM Digital Trunk Frame 2
DTFDOORS DTF Doors, Front & Rear 2
SDS1HSTCUA DS1 Host Ckt CUA 12
817560-626A T1 interface PWBA 96
817577-917A Blower Assembly w/fan Alarm 2
1
Installation Site: New York, NY
ITEM O1
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ----
Switching Equipment
Control & Maintenance Frame (CMF)-
SCMFOCC Control & Maint Frame 1
CMFDOORS CMF Doors, Front & Rear 1
822068-819 DLI Transfer 1
814635-086 PWBA Ring (N+1) 1
814721-666 Serial Line Unit PWBA 1
822010-676 Disk Drive Assy 2
822010-656 Tape Drive 1
817702-556 Traffic Measurement/Rec 1
817620-556 MSA PWBA 1
814727-626 J2 Maintenance Processor 1
822010-606 Power & Alarm PWBA 1
817680-606A BMUX PWBA 1
822222-606A DLI-II 1
TSIPWB17 TSI PWBA 8
822702-536A PXAM II - 4MB 2
822727-696A J-Processor (8MB) 2
814770-656 PXA Memory PWBA 1/Mbyte 1
TPPOPWB17 TPP PWBA (Sectors 0) 1
OCCSNCS Sync Network Clock (Slave) 1
822718-596 Feature Processor (PWBA) 2
814095-626 Service Group Diag. PWBA 1
OCCTAPE Tape Control PWBAs 1
814722-216A RS232 Interface Module 7
-2-
INSTALLATION SITE: NEW YORK, NY
ITEM 01
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ----
Switching Equipment
Power & Test Frame (PRT)
SPRTF Power Ringing & Tst Fr 1
PRTDOORS PRT Doors, Front & Rear 1
817576-938 Circuit Breaker 100 Amp 9
814475-036 Alarm Sender PWBA 1
817576-912 Basic Cabinets & MTG for N+1) 1
814629-904 Ringing Generator (20 Hz) 1
817576-934 200VA DC/AC Non-Redund. Invtr 1
814215-820 Cook 4 Chart Announcer (NTSM) 1
203352-681 4 Channel Announcer I
Automatic Message-Accounting
SAMAFRM AMA Frame 1
AMADOORS AMA Doors Rear 1
814421-908 Cook 1600 BPI Tape Drives (2) 2
814421-909 Cook 1600 BPI Strapping 2
Miscellaneous
4-24419-0290 DSX Pnl-ADC DSX-DR 19 w/cord 4
PJ716 Bantam Patch Cord 16
2200B Channel Access Unit 1
203352-645 9600 Full Duplex Modems 1
202975-592 7' x 19" Relay Rack 1
207800-284 Installation Material 1
200110-119 Fuse I 1/3 amp 20
200110-129 Fuse 3 amp 10
200110-429 Fuse 10 amp 5
200110-139 Fuse 5 amp 10
-3-
Installation Site: New York, NY
ITEM O1
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ----
Switching Equipment
Miscellaneous (cont.)
SD0000 Std System Documentation 1
D0001 Specifications, Paper 2
D0002 Site Drawings, Paper 2
203352-600 Hendry Filtered Fuse Panel 1
207630-911 Modem Eliminator OCC 2
207630-901 PKG Assy/Modem Eliminator 4
Superstructure & Cabling 1
Battery Distribution Frame
814053-043A 7ft Battery Discharge Frame 1
207521-733 Shield 1
Power Equipment
(Separate Item)
Distribution Frame Equipment
5065-8 Term Blocks Newton 8 x 26 4
5054 Newton Bracks (1 per 2 blks) 2
Maintenance & Administration Equipment
202958-464 Tape Cartridge 1
203352-608 Arrow Tape Drive Cleaning Kit 1
203352-677 ADDS Video Terminal 1
203352-283 Genicom 2120 Keyboard/Printer 1
7271-964 Box, Teleprinter Paper I
-4-
Stromberg-Carlson Date: June 12, 1996
Installation Site: New York, NY
ITEM 01
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ----
Spare Circuit Packs
200110-099 Fuse 1/2, Amp 1
207630-042 Power Supply shield 1
555020-125 Fuse, 3AG, 3A 1
555366-001 Switch, SPST 1
814288-526 Tape Diagnostic PWBA 1
814291-546 Tape Motion Cont. PWBA 1
814298-526 Tape Buffer PWBA 1
814439-056 PGC-1 PWBA 1
814440-076 PGC-2 PWBA 1
814441-056 MUX/DEMUX PWBA 1
814462-036A Power Supply PWBA 1
814463-026A Power Supply PWBA 1
814539-026 CMOS codec Comm. PWBA 1
814727-626 J2 Maintenance Processor 1
817113-086 Power Supply PWBA 1
817524-066A LTC Interconnect PWBA 1
817560-626A T1 Interface PWBA 1
817561-526 T1 I/F Control 1 PWBA 1
817562-566 T1 I/F Control 2 PWBA 1
817564-026A Power Supply PWBA 1
817581-026 DS1 Terminator PWBA 1
817702-556A TMRS Processor 1
822010-656 Tape Drive 1
822010-666 Tape Drive PWBA 1
822015-536 Clock Generator (SNC) PWBA 1
822024-036A Power Monitor PWBA 1
822033-596A MCG - II PWBA 1
822034-536A Master Clock Dist. PWBA 1
822289-566A TBI II PWBA 1
5
Installation Site: New York, NY
ITEM O1
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ----
Spare Circuit Packs (Cont.)
822723-556A Data Link III PWBA 1
822726-526A HD MSA/SL PWBA 1
822010-606A MSDA Pwr & Alarm 1
822010-636 Disk Drive Assy 1
822222-606A DLI-II 1
Software Features
999948 OCC Basic Features Package 1
011219 Trunks Automatic Routine 1
Testing
011289 Out of Svc Limit for Server 1
Grp. Eq.
012970 Glare Guard 1
018000 Paginated Print-out 1
026609 Route Treatment Expansion 1
053140 Alarm Repeat Notification 1
053150 Alarm LSSGR Compliant 1
053770 Alarm Spurt Alarm During 1
Transfer
056519 Automatic Switch-Over 1
146339 TMRS LSSGR Format 1
146429 TMRS Additional Matrix 1
Elements
146439 TMRS Additional Cell Grouping 1
Registers
146449 TMRS Separations Summary 1
Reporting
146459 TMRS Expanded Separations 1
Reporting
-6-
Installation Site: New York, NY
DESCRIPTION QTY
----------- ---
ITEM 02 887 HARDWARE & SOFTWARE .
- ------- -------------------------
822057-526 Signaling System Controller 2
822055'-536 Communication Link Controller 2
814742-586 Continuity Test PWBA 3
003009/ SS-7 Software 1
003019
003069 Link Pair Software 2
826210 SS7 Optional Backward Call 1
Indication
826220 SS7 Circuit Identification 1
(This Item is included in Item 01)
ITEM 02A SS7 SPARES
- -------- ----------
822057-526 Signaling System Controller 1
822055-536 Communication Link Controller 1
(This Item is included in Item 01)
ITEM 03 NAMS II
- ------- -------
NAMS II Used NAMS II from ISI Site 1
ITEM 03A "A" LINKS
- -------- ---------
003069 "A" Links 1
(maximum additional available
is 11)
ITEM 04 "A" LINK CONSOLIDATION FEATURE
- ------- ------------------------------
003029 "A" Link Consolidation 1
- 20 -
Betty Kayton
Highpoint International Telecommunications, Inc.
JUWUL FAX 650-943-54480
- -----
X 4415
From: Nikki Vavreck Tuttle
Date: November 30, 1998
Pages: 4, including cover sheet.
Betty:
Jeff Boggs requested that the attached open
invoices be faxed to you. FYI all invoices up
to and including the invoices due 11/01/98 have
been paid in full by Athena International, LLC.
Should you have any questions, please feel free
to give me a call.
Nikki V. Tuttle
12/15/98 Nikki WRC
LMRC Name Change
From the desk of...
Nikki Vavreck Tuttle
Accountant
Telecommunications Finance Group
400 Rinehart Road
Lake Mary, FL 32746
Fax: 407-942-5093
Remit to:
400 Rinehart Road DATE INVOICE NO.
Lake Mary, FL 32746 11/10/98 18516447
TO EQUIPMENT INSTALLED AT:
701 Poydras St, Suite 966
Suite 675 Denver, CO 80202-2928
New Orleans, LA 70139 County: Denver
CUSTOMER # DUE DATE FROM TO LEASE NO.
66073 12/1198 11/2/98 12/01/98 185164
AMOUNT
Please refer to attached Open Invoice Detail Report for
TOTAL AMOUNT DUE including all past due invoices
EQUIPMENT ON LEASE
CURRENT PERIOD
Equipment Rental for Stromberg Carlson 37,258.01
Digital Central Office Carrier Switch
Remaining deposit of $l6,859.47 to be applied to the final
installment or future additions
State Tax @ 3.00% 1,117.74
Local Tax @ 3.50% 1,304.03
Transit Tax @ 0.80% 298.06
Enclose duplicate Copy Of invoice with your remittance.
Direct billing inquiries to (407) 942-5781 TOTAL $39,77.84
Telecommunications Finance Group INVOICE
Remit to: DATE INVOICE NO.
400 Rinehart Road
Lake Mary, FL 32746 11/10/98 18520125
TO EQUIPMENT INSTALLED AT;
Athena International, LLC 60 Hudson Street
701 Poydras St. Suite MI6
Suite 675 New York, NY 10013
New Orleans, LA 70139 County: New York
CUSTOMER # DUE DATE FROM TO LEASE NO.
66073 12/1/98 11/2/98 12/01/98 185201
AMOUNT
Please refer to attached Open Invoice Detail Report
TOTAL AMOUNT DUE including all past due invoices
EQUIPMENT ON LEASE
CURRENT PERIOD
Equipment Rental for Siemens Stromberg - Carlton 21,811.99
Digital Central Office Carrier Switch
County Tax @ 4.00% 872.48
State Tax @ 4.00% 872.48
Transit Tax @ 0.25% 54.53
Enclose duplicate copy of invoice with your remittance.
Direct billing Inquiries to (407) 942-5781 Total $23,611.48
Telecommunications Finance Group INVOICE
Remit to:
400 Rinehart Road DATE INVOICE NO.
Lake Mary, FL 32746 11/10/98 18521219
TO EOUIPMENT INSTALLED AT:
Athena International, LLC. 800 West Sixth Street
701 Poydras St. Los Angeles, CA 90007
Suite 675 County: Los Angeles
New Orleans, LA 70139
CUSTOMER # DUE DATE FROM TO LEASE NO.
66073 12/1/98 11/2/98 12/01/98 185212
AMOUNT
Please refer to attached Open Invoice Detail Report for
TOTAL AMOUNT DUE including all past due invoices
EQUIPMENT ON LEASE
CURRENT PERIOD
Equipment Rental for SIEMENS Stromberg - Carlson 19,401.61
Digital Central Office Carrier Switch &
Peripheral Equipment
State Tax @ 6.25% 1,212.60
Transit Tax @ 1.00% 194.02
County Tax @ 1.00% 194.02
Enclose duplicate copy of invoice with your remittance.
Direct billing inquiries to (407) 942-5781. Total $21,002.25
** TOTAL PAGE.004 **
Telecommunications Finance Group
400 Rinehart Road o Lake Mary, FL 32746 o (407) 942-5094 o Fax, (407 942-5093
November 30, 1998
Athena International, Ltd. Liability Co. (Athena)
701 Poydras Street
675 One Shell Square
New Orleans, LA 70139
Advantage Capital Partners II Limited Partnership,
Advantage Capital Partners III Limited Partnership,
Advantage Capital Partners IV Limited Partnership, (collectively "Advantage")
909 Poydras Street, No. 2230
New Orleans, LA 70112
Highpoint International Telecom, Inc. (Highpoint)
1890 Shoreline Blvd.
Mountain View, CA 94043-1320
Re: Equipment Leases Entered into July 25, 1994, June 25, 1996, and October
31, 1996, Between Telecommunications Finance Group and Athena
International, Ltd. Liability Co. Covering Certain Siemens Information
and Communication Networks, Inc. Switching Equipment and Other
Peripheral Equipment as More Particularly Described in the Leases
(Leases)
Dear Sir or Madam:
Based on discussions among the addressees and Siemens Information and
Communication Networks, Inc., successor by way of merger to Siemens Telecom
Networks, formerly known as Siemens Stromberg-Carlson, and operating under the
name of Telecommunications Finance Group (TFG), TFG understands that as a result
of certain Asset Purchase, Agreement dated November 13, 1998, between and among
the addressees (Purchase Agreement) Athena desires to assign the Leases to
Advantage who, in turn, desires to assign the Leases to Highpoint. This letter
shall serve as TFG's consent to such assignment and release of each of Athena
and Advantage from any and all present and future obligations under thc Leases
provided the following conditions are met:
1. Highpoint shall be the ultimate assignee and the assignments shall
be effective on or before December 15, 1998.
2. Highpoint agrees to be bound by and promptly pay, perform, assume
and discharge any and all obligations of lessee under the Leases
following assignment, notwithstanding any contrary or inconsistent
provisions of the documents of assignment.
3. Highpoint shall indemnify and hold TFG harmless and, at TFG's
election, shall defend TFG, its employees, agents, officers,'
successors and assigns from any and all claims, liabilities,
reasonable costs, damages, reasonable expenses and attorney's fees
resulting
from or attributable to Highpoint's failure to perform the
obligations assumed by it under the Leases, which obligations shall
constitute all obligations set forth under the Leases commencing as
of the assignment of the Leases to Highpoint.
4. Advantage and Highpoint agree that all terms and conditions of.
Software License Agreement (Exhibit B to Leases) apply, and
furthermore Highpoint agrees to execute promptly upon completion of
the assignments a new Software License Agreement in the form
attached hereto as Attachment 1 to become a new Exhibit B to the
Leases.
5. Highpoint shall cause its parent, Highpoint Telecommunications,
Inc., to execute simultaneously with execution of the assignments a
guaranty in the form attached hereto Attachment 2.
6. Receipt by TFG of all payments due under the Leases up to the date
of assignment.
7. Highpoint will execute and deliver to TFG all necessary documents
(security forms, secretarial certificates, etc.) immediately
following the assignment.
8. This Agreement may be executed in multiple counterparts with the
same effect as if all signing parties had signed the same document.
All counterparts shall be construed together and constitute the
same instrument. Telecopied signatures shall be deemed to have the
authenticity and validity of original signatures.
By signing in the space provided below, Advantage and Highpoint acknowledge and
accept the above conditions.
Telecommunications Finance Group
By: /s/ Jeffrey D. Boggs
--------------------------------
Title: Director, Credit & Leasing
-----------------------------
Print Name: Jeffrey D. Boggs
------------------------
Highpoint International Telecom, Inc. Advantage Capital Partners II Limited
Partnership
By: /s/ David Warnes Advantage Capital Partners III Limited
-------------------------------- Partnership
Its authorized representative
Advantage Capital Partners IV Limited
Partnership
Title: By:
----------------------------- -----------------------------------
Print Name: David Warnes Its authorized representative
------------------------
Title:
--------------------------------
Print Name:
---------------------------
from or attributable to Highpoint's failure to perform the
obligations assured by it under the Lease which obligations shall
constitute all obligations set forth under the Lease commencing as
of the assignment of the to Highpoint
4. Advantage and Highpoint agree that all terms and conditions of
Software License Agreement (Exhibit B to lease) apply, and
furthermore Highpoint agrees to execute promptly upon completion of
all assignments, and new Software License Agreement in the form
attached hereto as Attachment I to become a new Exhibit B to the
Lease.
Highpoint sha11 cause its parent, Highpoint Telecommunications,
Inc., to execute simultaneously with execution of the assignments a
guaranty in the form attached hereto as Attachment 2.
6. Receipt by TFG of all payments due under the Lease up to the date
of assignment
Highpoint will execute and deliver to TFG all necessary documents
(security forms, secretarial certificates, etc.) immediately
following the assignment.
8. This Agreement may be executed in multiple counterparts with the
same effect at if all signing parties had signed the same document.
All counterparts shall be construed together and constitute the
same instrument. Telecopied signatures shall be deemed to have the
authenticity and validity of original signatures.
By signing in the space provided below, Advantage and Highpoint acknowledge and
accept the above conditions.
Telecommunications Finance Group
By: /s/ Jeffrey D. Boggs
--------------------------------
Title: Director, Credit & Leasing
-----------------------------
Print Name: Jeffrey D. Boggs
------------------------
Highpoint International Telecom, Inc. Advantage Capital Partners II Limited
Partnership
By: Advantage Capital Partners III Limited
-------------------------------- Partnership
Its authorized representative
Advantage Capital Partners IV Limited
Partnership
Title:
-----------------------------
Print Name: By: /s/ Steven T. Stull
------------------------ --------------------------------
Title: President
-----------------------------
Print Name: Steven T. Stull
------------------------
GUARANTY
Guaranty made this 30 day of Nov. , 1998 by Highpoint Telecommunications, Inc.,
a Canadian corporation with main offices located at 999 West Hastings it #1030,
Vancouver, BC V6C 2W2, herein referred to as Guarantor, to Siemens Information
and Communication Networks, Inc., AKA Telecommunications Finance Group, with
offices located at 400 Rinehart Road, Lake Mary, Florida 32746, herein referred
to as Obligee.
SECTION ONE
STATEMENT OF GUARANTY
As an inducement to Obligee to consent to the assignment from Athena
International Ltd. Liability Co. dba Athena International, LLC to Advantage and
ultimately to Highpoint International Telecom, Inc. (formerly Highpoint Capital,
Inc.) of a certain leases dated July 25, 1994 and June 25, 1996 and October 31,
1996 (the "Leases") between Athena International Ltd. Liability Co. dba Athena
International, LLC and Obligee, the undersigned Guarantor irrevocably and
unconditionally guarantees payment when due, whether by acceleration or
otherwise, of the lease payments, and in all schedules or leases assigned or
hereafter entered into with Obligee and all the obligations and liabilities due
under such leases, together with all interest thereon and all attorneys' fees,
costs and expenses, in enforcing any such obligations and liabilities. The right
of recovery against Guarantor under this Guaranty is unlimited.
SECTION TWO
ACKNOWLEDGEMENT OF ASSIGNMENT OF LEASE
The undersigned Guarantor acknowledges assignment of the leases and consents to
such assignment, as well as any future assignments, and specifically agrees that
this Guaranty is and shall be an open and continuing Guaranty and all
obligations and liabilities to which it applies or may apply shall be
conclusively presumed to have been created in reliance hereon and shall continue
in full force and effect, notwithstanding an)' (a) change in rentals or other
obligations under the lease, (b) renewals, modifications, additions or
extensions thereto or extensions of time to perform any of the obligations
thereunder.
The undersigned Guarantor specifically waives notice of any such changes,
renewals, modifications, additions, extensions or of any default by the Lessee.
The undersigned Guarantor further agrees and consents to any assignment of this
Guaranty, in which event it shall ensure to the benefit of any such assignee
with the same force and effect as though the assignee was specifically named
herein, and waives any notice of any such assignment.
SECTION THREE
EFFECT OF INVALIDITY
No invalidity, irregularity or unenforceability of all or part of the
obligations and liabilities hereby guaranteed or of any security therefore shall
affect, impair or be a defense to this Guaranty. This Guaranty is a primary
obligation of the undersigned Guarantor.
SECTION FOUR
GOVERNING LAW
This instrument shall be deemed to have been made in the County of Seminole,
State of Florida, and shall be interpreted in accordance with the laws of the
State of Florida.
As part of the consideration for the assignment of the lease, the undersigned
Guarantor agrees that any and all actions or proceedings arising directly or
indirectly from this Guaranty shall be litigated in courts having a situs within
the State of Florida.
The undersigned Guarantor consents to the jurisdiction of any local, state, or
federal court located within the State of Florida, and waives personal service
of any and all process, and consents that all such service of process may be
made by certified or registered mail, return receipt requested, directed to the
undersigned at the address first stated above.
SECTION FIVE
BINDING EFFECT
This Guaranty shall bind the respective heirs, executors, administrators,
successors, and assigns of the undersigned Guarantor.
In witness whereof, Guarantor has executed this Guaranty at the day and year
first above written.
HIGHPOINT TELECOMMUNICATIONS, INC.
By: /s/ Robin Brown
------------------------------
Robin Brown V.P.
-------------------------------
(Name and Title)
Date Signed: 12/04/98
--------------------
SECRETARY'S CERTIFICATE
I, David Warnes, do hereby certify that I am the Secretary of HIGHPOINT
INTERNATIONAL TELECOM, INC. (FORMERLY HIGHPOINT CAPITAL, INC.), a corporation
duly organized and existing under the laws of the State of Nevada
("Corporation"); that I am the keeper of the seal of the corporation and
corporate records, including, without limitation, the Charter, By-Laws and the
minutes of the meeting of the Board of Directors of the Corporation; that the
following is an accurate and compared transcript of the resolutions contained in
the minute book of the Corporation, which resolutions were duly adopted and
ratified at a meeting of the Board of Directors of the Corporation duly convened
and held in accordance with the By-Laws and Charter of the Corporation on the --
day of ,19---, at which time a quorum was present and acted throughout; and that
said resolutions have not in any way been modified, repealed or rescinded, but
are in full force and effect:
"RESOLVED, that any officer of the Corporation be and is
hereby authorized and empowered in the name and on behalf of this
Corporation to enter into one or more lease agreements with
Telecommunications Finance Group ("hereinafter called "LESSOR")
concerning personal property leased to the Corporation; from time to
time to modify, supplement or amend any such agreements; and to do and
perform all other acts and things deemed by such officer to be
necessary, convenient or proper to carry out any of the foregoing; and
be it
FURTHER RESOLVED, that all that any officer shall have done or
may do in the premises is hereby ratified and approved; and be it
FURTHER RESOLVED, that the foregoing resolutions shall remain
in full force and effect until written notice of their amendment or
recission shall have been received by LESSOR and that receipt of such
notice shall not effect any action taken or loans or advances made by
LESSOR prior thereto and LESSOR is authorized to rely upon said
resolutions until receipt by it of written notice of any change; and be
it
FURTHER RESOLVED, that the Secretary be and is hereby
authorized and directed to certify to LESSOR that the foregoing
resolutions and provisions thereof are in conformity with the Charter
and By-Laws of this Corporation."
I do further certify that the Lease Agreement entered into by the
Corporation and LESSOR concerning the following items of personal property:
Siemens Information and Communication Networks, Inc. Designated Product plus
Peripheral Equipment
is one of the agreements referred to in said resolutions and was duly executed
pursuant thereto and there are no restrictions imposed by the Charter or By-Laws
of the Corporation restricting the power or authority of the Board of Directors
of the Corporation to adopt the foregoing resolutions or upon the Corporation or
its officers to act in accordance therewith.
I do further certify that the following are names and specimen signatures
of officers of the Corporation empowered and authorized by the above
resolutions, each of which has been duly elected to hold and currently holds the
office of the Corporation set opposite his name:
NAME OFFICE SIGNATURE
---- ------ ---------
IN WITNESS WHEREOF I have hereunto set my hand and affixed the seal of the
Corporation this 30 day of Nov 1998.
(SEAL) -----------------------------------------------
Secretary of HIGHPOINT INTERNATIONAL,TELECOM, INC.
(FORMERLY HIGHPOINT CAPITAL, INC.)
Matthew Dickstein
This STATEMENT is presented for filing pursuant to the California Uniform Commercial Code DESK COPY
- ------------------------------------------------------------------------------------------------------------------------------------
File No. Orig. 1A. Date at Filing of Orig. 1B. Date of 1C. Place of Filing Orig.
Financing Statement 1A. Financing Statement Orig. Financing Statement Financing Statement STATE OF CALIFORNIA
05060505 2/10/97 11/6/96
- ------------------------------------------------------------------------------------------------------------------------------------
DEBTOR (Last Name First) 2A. Social Security No., Federal Tax No.
INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC 72-1280590
- ------------------------------------------------------------------------------------------------------------------------------------
Mailing Address 2C. City, State 2D.Zip Code
l POYDRAS ST., 675 ONE SHELL SQUARE NEW ORLEANS, LA 70139
- ------------------------------------------------------------------------------------------------------------------------------------
ADDITIONAL DEBTOR (If Any) (Last Name First) 3A, Social Security No., Federal
Tax No.
- ------------------------------------------------------------------------------------------------------------------------------------
Mailing Address 3C. City, State 3D. Zip Code
SECURED PARTY TELECOMMUNICATIONS FINANCE GROUP 4A Social Security No.,
Federal Tax No.
NAME or Bank Transit and A.B.A.
No.
MAILING ADDRESS 400 RINEHART ROAD 52-2122392
CITY LAKE MARY STATE FL ZIPCODE 32746
- ------------------------------------------------------------------------------------------------------------------------------------
ASSIGNEE OF SECURED PARTY (If Any) 5A Social Security No.,
Federal Tax No.
NAME or Bank Transit and A.B.A.
No.
MAILING ADDRESS
CITY STATE ZIP CODE
- ------------------------------------------------------------------------------------------------------------------------------------
A [ ] CONTINUATION-The original Financing Statement between the foregoing Debtor and Secured Party bearing the file number
and date shown above is continued. If collateral is crops or timber, check here [ ] and Insert description of real
property on which growing or to be grown in item 7 below,
- ------------------------------------------------------------------------------------------------------------------------------------
B [ ] RELEASE-From the collateral described In the Financing Statement bearing the file number shown above, the Secured
Party releases the collateral described in item 7 below.
- ------------------------------------------------------------------------------------------------------------------------------------
C [ ] ASSIGNMENT-The Secured Party certifies that the Secured Party has assigned to the Assignee above named, all the Secured C
Party's rights under the Financing Statement bearing the file number shown above In the collateraldescribed in Item 7
below.
- ------------------------------------------------------------------------------------------------------------------------------------
D [ ] TERMINATION-The Secured Party certifies that the Secured Party no longer claims a security interest under the Financing
Statement bearing the file number shown above.
- ------------------------------------------------------------------------------------------------------------------------------------
E [X] AMENDMENT-The Financing Statement bearing the file number shown above is amended as set forth in item 7 below. (Signature
of Debtor required on all amendments.)
- ------------------------------------------------------------------------------------------------------------------------------------
F [ ] OTHER
- ------------------------------------------------------------------------------------------------------------------------------------
NEW DEBTOR IS AS FOLLOWS:
HIGHPOINT INTERNATIONAL TELECOM, INC. - FEIN: 91-1917016
1890 SHORELINE BLVD.
MOUNTAIN VIEW, CA 94043-1320
THIS DEBTOR ASSUMES ALL RESPONSIBILITY UNDER THIS LEASE AGREEMENT.
(SITE: LOS ANGELES, CA)
- ------------------------------------------------------------------------------------------------------------------------------------
9. This Space for Use of Filing Officer
(Date) Nov 30 1998 (Date, Time, Filing Office)
-------------------- --
HIGHPOINT INTERNATIONAL TELECOM, INC.
By
----------------------------------------------------------------------------
SIGNATURE (S) OF DEBTOR(S) (TITLE)
TELECOMMUNICATIONS FINANCE GROUP
By:
---------------------------------------------------------------------------
SIGNATURE (S) OF SECURED PARTY (IES) (TITLE)
- --------------------------------------------------------------------------------
1O. Return Copy to
TELECOMMUNICATIONS FINANCE GROUP
400 RINEHART RD.
LAKE MARY, FL 32746
ATTN: J. KEYS (A-5)
UNIFORM COMMERCIAL CODE-FORM UCC-2
Printed by UCC
Control-Libra Soft, Inc.
(1) FILING OFFICER COPY Approved by the Secretary of State 229 Johnson St., Suite C, Santa Fe, NM 87501
Matthew Dickstein
This STATEMENT is presented for filing pursuant to the California Uniform Commercial Code DESK COPY
- ------------------------------------------------------------------------------------------------------------------------------------
File No. Orig. 1A. Date at Filing of Orig. 1B. Date of 1C. Place of Filing Orig.
Financing Statement 1A. Financing Statement Orig. Financing Statement Financing Statement LOS ANGELES COUNTY
7-360980 3/11/97 11/6/96
- ------------------------------------------------------------------------------------------------------------------------------------
DEBTOR (Last Name First) 2A. Social Security No., Federal Tax No.
A INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC 72-1280590
- ------------------------------------------------------------------------------------------------------------------------------------
Mailing Address 2C. City, State 2D.Zip Code
l POYDRAS ST., 675 ONE SHELL SQUARE NEW ORLEANS, LA 70139
- ------------------------------------------------------------------------------------------------------------------------------------
ADDITIONAL DEBTOR (If Any) (Last Name First) 3A, Social Security No., Federal
Tax No.
- ------------------------------------------------------------------------------------------------------------------------------------
Mailing Address 3C. City, State 3D. Zip Code
SECURED PARTY TELECOMMUNICATIONS FINANCE GROUP 4A Social Security No.,
Federal Tax No.
NAME or Bank Transit and A.B.A.
No.
MAILING ADDRESS 400 RINEHART ROAD 52-2122392
CITY LAKE MARY STATE FL ZIPCODE 32746
- ------------------------------------------------------------------------------------------------------------------------------------
ASSIGNEE OF SECURED PARTY (If Any) 5A Social Security No.,
Federal Tax No.
NAME or Bank Transit and A.B.A.
No.
MAILING ADDRESS
CITY STATE ZIP CODE
- ------------------------------------------------------------------------------------------------------------------------------------
A [ ] CONTINUATION-The original Financing Statement between the foregoing Debtor and Secured Party bearing the file number
and date shown above is continued. If collateral is crops or timber, check here [ ] and Insert description of real
property on which growing or to be grown in item 7 below,
- ------------------------------------------------------------------------------------------------------------------------------------
B [ ] RELEASE-From the collateral described In the Financing Statement bearing the file number shown above, the Secured
Party releases the collateral described in item 7 below.
- ------------------------------------------------------------------------------------------------------------------------------------
C [ ] ASSIGNMENT-The Secured Party certifies that the Secured Party has assigned to the Assignee above named, all the Secured C
Party's rights under the Financing Statement bearing the file number shown above In the collateraldescribed in Item 7
below.
- ------------------------------------------------------------------------------------------------------------------------------------
D [ ] TERMINATION-The Secured Party certifies that the Secured Party no longer claims a security interest under the Financing
Statement bearing the file number shown above.
- ------------------------------------------------------------------------------------------------------------------------------------
E [X] AMENDMENT-The Financing Statement bearing the file number shown above is amended as set forth in item 7 below. (Signature
of Debtor required on all amendments.)
- ------------------------------------------------------------------------------------------------------------------------------------
F [ ] OTHER
- ------------------------------------------------------------------------------------------------------------------------------------
NEW DEBTOR IS AS FOLLOWS:
HIGHPOINT INTERNATIONAL TELECOM, INC. - FEIN: 91-1917016
1890 SHORELINE BLVD.
MOUNTAIN VIEW, CA 94043-1320
THIS DEBTOR ASSUMES ALL RESPONSIBILITY UNDER THIS LEASE AGREEMENT.
(SITE: LOS ANGELES, CA)
- ------------------------------------------------------------------------------------------------------------------------------------
9. This Space for Use of Filing Officer
(Date) Nov 30 1998 (Date, Time, Filing Office)
-------------------- --
HIGHPOINT INTERNATIONAL TELECOM, INC.
By
----------------------------------------------------------------------------
SIGNATURE (S) OF DEBTOR(S) (TITLE)
TELECOMMUNICATIONS FINANCE GROUP
By:
---------------------------------------------------------------------------
SIGNATURE (S) OF SECURED PARTY (IES) (TITLE)
- --------------------------------------------------------------------------------
1O. Return Copy to
TELECOMMUNICATIONS FINANCE GROUP
400 RINEHART RD.
LAKE MARY, FL 32746
ATTN: J. KEYS (A-5)
UNIFORM COMMERCIAL CODE-FORM UCC-2
Printed by UCC
Control-Libra Soft, Inc.
(1) FILING OFFICER COPY Approved by the Secretary of State 229 Johnson St., Suite C, Santa Fe, NM 87501
This STATEMENT is presented for filing pursuant to Chapter 9 of the Louisiana Commercial Laws DESK COPY
- ------------------------------------------------------------------------------------------------------------------------------------
File No. of Orig. 1A. Date at Filing of Orig. 1B. Date of 1C. Place of Filing Orig.
Financing Statement Financing Statement Orig. Financing Statement Financing Statement
7-360980 3/11/97 11/6/96 Los Angeles County
- ------------------------------------------------------------------------------------------------------------------------------------
DEBTOR (LAST NAME, FIRST, MIDDLE-IF AN INDIVIDUAL) 2A. SS# OR EMPLOYER I.D. NO.
ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC 72-1280590
- ------------------------------------------------------------------------------------------------------------------------------------
2B.Mailing Address 2C. City, State 2D.Zip Code
701 POYDRAS ST., 675 ONE SHELL SQUARE NEW ORLEANS, LA 70139
- ------------------------------------------------------------------------------------------------------------------------------------
ADDITIONAL DEBTOR (IF ANY)(LAST NAME FIRST) 3A. SS# OR EMPLOYER I.D. NO
- ------------------------------------------------------------------------------------------------------------------------------------
3B. MAILING ADDRESS 3C. City, State 3D.Zip Code
- ------------------------------------------------------------------------------------------------------------------------------------
SECURED PARTY TELECOMMUNICATIONS FINANCE GROUP 4A. SS# OR EMPLOYER I.D. NO.
52-2122392
NAME
MAILING ADDRESS 400 RINEHART ROAD
CITY LAKE MARY STATE FL ZIP CODE 32746
- ------------------------------------------------------------------------------------------------------------------------------------
ASSIGNEE OF SECURED PARTY (IF ANY) 5A. SS# OR EMPLOYER I.D. NO.
NAME
MAILING ADDRESS
CITY STATE ZIP CODE
- ------------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------ORIGINAL FINANCING STATEMENT--------------------------------------------------------
6A. FILE NO. OF ORIGINAL FINANCING STATEMENT 6B, PRE-CHAPTER 9 ENTRY NO. 6C. PARISH IN WHICH FILED 6D. DATE OF ORIGINAL FILING
36-114237 PARISH OF ORLEANS, LA 1/22/97
- ------------------------------------------------------------------------------------------------------------------------------------
7. TYPE OF ACTION (Check only one)
A [ ] CONTINUATION- The original Financing Statement between the Debtor and Secured Party bearing the file number shown
above is still effective.
B [ ] RELEASE- The Secured Party releases the collateral described in Item No. 8 below from the Financing Statement bearing
the number shown above.
C [ ] PARTIAL ASSIGNMENT- Some or the secured party's rights under the Financing Statement bearing the file number shown
above have been assigned to the assignee above Named. A description of the collateral subject to the assignment is set
forth in Item No. 8 below.
D [ ] ASSIGNMENT- The Secured Party has assigned to the Assignee above named all the Secured Party's rights under the
Financing Statement bearing the file number shown above.
E [ ] TERMINATION- The Secured Party no longer claims a security interest under the Financing Statement bearing the file
number shown above.
F [X] AMENDMENT- The Financing Statement bearing the file number shown above is amended as set forth in Item No. 8 below.
G [ ] OTHER
----------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
8. DESCRIPTION (Required for Release, Assignment, Amendment and Reinscription of Pre-Chapter 9 Filings)
NEW DEBTOR IS AS FOLLOWS:
HIGHPOINT INTERNATIONAL TELECOM, INC. FEIN: 91-1917016
1890 SHORELINE BLVD.
MOUNTAIN VIEW, CA 94043-1320
THIS DEBTOR ASSUMES ALL RESPONSIBILITY UNDER THIS LEASE AGREEMENT.
(SITE: LOS ANGELES, CA)
- ------------------------------------------------------------------------------------------------------------------------------------
9. SIGNATURE (S) OF DEBTOR (S) IF REQUIRED 12. THIS SPACE FOR USE OF FILING OFFICER
HIGHPOINT INTERNATIONAL TELECOM, INC. (DATE, TIME, ENTRY # AND FILING OFFICER)
- -------------------------------------------------------------------------------
PARTY (IES) (if applicable)
TELECOMMUNICATIONS FINANCE GROUP
- --------------------------------------------------------------------------------
11. Return copy to:
NAME TELECOMMUNICATIONS FINANCE GROUP
ADDRESS 400 RINEHART RD.
LAKE MARY, FL 32746
ZIP CODE CITY, STATE ATTN: J. KEYS (A-5) ----------------------------------------------------
- -------------------------------------------------------------------------------
13. Number of additional sheets presented 0
----------------------------------------------------
LOUISIANA APPROVED FORM UCC-3 SECRETARY OF STATE W. FOX McKEITHEN (REV. 1/92)
(1) FILING OFFICER COPY
This STATEMENT is presented to a filing officer for filing pursuant to the Uniform Commercial Code. 3 Maturity date (if any):
DESK COPY
- ------------------------------------------------------------------------------------------------------------------------------------
1. Debtor(s) (Last Name First) and address (es) 2. Secured Party (ies) and address (es) For Filing Officer (Date, Time,
Number, and Filing
ATHENA INTERNATIONAL LTD. TELECOMMUNICATIONS FINANCE Office)
LIABILITY CO. GROUP
701 POYDRAS ST., 675 ONE SHELL 400 RINEHART ROAD
NEW ORLEANS, LA 70139 LAKE MARY, FL 32746
FEIN: 72-1280590 FEIN: 52-2122392
- ---------------------------------------------------------------------------------------
4. This statement refers to original Financing Statement bearing File No. 942086285
Filed with Secretary of State, CO Date Filed 11/21/94
- ------------------------------------------------------------------------------------------------------------------------------------
5. [ ] Continuation. The original financing statement between the foregoing Debtor and Secured Party, bearing file number shown
above, is still effective.
6. [ ] Termination. Secured party no longer claims a security interest under the financing statement bearing file number shown
above.
7. [ ] Assignment. The secured party's right under the financing statement bearing file number shown above to the properly
described in Item 10 have been assigned to the Assignee whose name and address appears in Item 10.
8. [X] Amendment Financing Statement bearing file number shown above is amended as set forth in item 10.
9. [ ] Partial Release Secured Party releases the collateral described in Item 10 from the financing statement bearing file number
shown above.
- ------------------------------------------------------------------------------------------------------------------------------------
10. NEW DEBTOR IS AS FOLLOWS:
HIGHPOINT INTERNATIONAL TELECOM, INC. - FEIN: 91-1917016
1890 SHORELINE BLVD.
MOUNTAIN VIEW, CA 94043-1320
THIS DEBTOR ASSUMES ALL RESPONSIBILITY UNDER THIS LEASE AGREEMENT.
(SITE: DENVER, CO)
No. of additional Sheets presented: 0
- ------------------------------------------------------------------------------------------------------------------------------------
HIGHPOINT INTERNATIONAL TELECOM, INC. TELECOMMUNICATIONS FINANCE GROUP
- ----------------------------------------------------------------------- -----------------------------------------------
By: By:
-------------------------------------------------------------------- -----------------------------------------------
Signature(s) Of Debtor(s) (necessary only if item 8 is applicable). Signature(s) of Secured Party (ies)
STANDARD FORM-FORM UCC-3
This STATEMENT is presented for filing pursuant to Chapter 9 of the Louisiana Commercial Laws DESK COPY
- ------------------------------------------------------------------------------------------------------------------------------------
1A. DEBTOR (LAST NAME, FIRST, MIDDLE-IF AN INDIVIDUAL) 1B. SS# OR EMPLOYER I.D. NO.
ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC 72-1280590
- ------------------------------------------------------------------------------------------------------------------------------------
701 POYDRAS ST., 675 ONE SHELL SQUARE NEW ORLEANS, LA 70139
- ------------------------------------------------------------------------------------------------------------------------------------
2A. ADDITIONAL DEBTOR (IF ANY)(LAST NAME, FIRST, MIDDLE-IF AN INDIVIDUAL) 2B. SS# OR EMPLOYER I.D. NO.
- ------------------------------------------------------------------------------------------------------------------------------------
2C. MAILING ADDRESS
- ------------------------------------------------------------------------------------------------------------------------------------
3A. ADDITIONAL DEBTOR DEBTOR'S TRADE NAMES OR STYLES (IF ANY) 3B. SS# OR EMPLOYER I.D. NO.
- ------------------------------------------------------------------------------------------------------------------------------------
3C. MAILING ADDRESS
- ------------------------------------------------------------------------------------------------------------------------------------
4A. SECURED PARTY SECURED PARTY INFORMATION 4B. SS# OR EMPLOYER I.D. NO.
TELECOMMUNICATIONS FINANCE GROUP 52-2122392
- ------------------------------------------------------------------------------------------------------------------------------------
4C. MAILING ADDRESS
400 RINEHART ROAD LAKE MARY, FL 32746
- ------------------------------------------------------------------------------------------------------------------------------------
5A. ASSIGNEE OF SECURED PARTY (IF ANY) 5B. SS# OR EMPLOYER I.D. NO.
- ------------------------------------------------------------------------------------------------------------------------------------
5C. MAILING ADDRESS
- ------------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------ORIGINAL FINANCING STATEMENT--------------------------------------------------------
- ----------------------------------------------- --------------------------------------------------------
6A. FILE NO. OF ORIGINAL FINANCING STATEMENT 6B., PRE-CHAPTER 9 ENTRY NO. 6C. PARISH IN WHICH FILED 6D. DATE OF ORIGINAL FILING
36-108564 PARISH OF ORLEANS, LA 7/15/96
- ------------------------------------------------------------------------------------------------------------------------------------
7. TYPE OF ACTION (Check only one)
A [ ] CONTINUATION- The original Financing Statement between the Debtor and Secured Party bearing the file number shown
above is still effective.
B [ ] RELEASE- The Secured Party releases the collateral described in Item No. 8 below from the Financing Statement bearing
the number shown above.
C [ ] PARTIAL ASSIGNMENT- Some of the secured party's rights under the Financing Statement bearing the file number shown
above have been assigned to the assignee above named. A description of the collateral subject to the assignment is set
forth in Item No. 8 below.
D [ ] ASSIGNMENT- The Secured Party has assigned to the Assignee above named all the Secured Party's rights under the
Financing Statement bearing the file number shown above.
E [ ] TERMINATION- The Secured Party no longer claims a security interest under the Financing Statement bearing the file
number shown above.
F [X] AMENDMENT- The Financing Statement bearing the file number shown above is amended as set forth in Item No. 8 below.
G [ ] OTHER
----------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
8. DESCRIPTION (Required for Release, Assignment, Amendment and Reinscription of Pre-Chapter 9 Filings)
NEW DEBTOR IS AS FOLLOWS:
HIGHPOINT INTERNATIONAL TELECOM, INC.
1890 SHORELINE BLVD.
MOUNTAIN VIEW, CA 94043-1320
FEIN: 91-1917016
THIS DEBTOR ASSUMES ALL RESPONSIBILITY UNDER THIS LEASE AGREEMENT.
(SITE: NEW YORK, NY)
- ------------------------------------------------------------------------------------------------------------------------------------
9. SIGNATURE(S) OF DEBTOR(S) IF REQUIRED 12. THIS SPACE FOR USE OF FILING OFFICER
HIGHPOINT INTERNATIONAL TELECOM, INC. (DATE, TIME, ENTRY # AND FILING OFFICER)
illegible
- -------------------------------------------------------------------------------
PARTY(IES) (if applicable)
10. SIGNATURE(S) OF SECURED
TELECOMMUNICATIONS FINANCE GROUP
- --------------------------------------------------------------------------------
11. Return copy to:
NAME TELECOMMUNICATIONS FINANCE GROUP
ADDRESS 400 RINEHART RD.
LAKE MARY, FL 32746
CITY, STATE ZIP CODE ATTN: J. KEYS (A-5) ----------------------------------------------------
- -------------------------------------------------------------------------------
13. Number of additional sheets presented 0
----------------------------------------------------
LOUISIANA APPROVED FORM UCC-3 SECRETARY OF STATE W. FOX McKEITHEN (REV. 1/92)
(1) FILING OFFICER COPY
This STATEMENT is presented to a filing officer for filing pursuant to the Uniform Commercial Code. 3 Maturity date (if any):
DESK COPY
- ------------------------------------------------------------------------------------------------------------------------------------
1. Debtor(s) (Last Name First) and address (es) 2. Secured Party (ies) and address (es) For Filing Officer (Date, Time,
Number, and Filing
ATHENA INTERNATIONAL LTD. TELECOMMUNICATIONS FINANCE Office)
LIABILITY CO. DBA ATHENA GROUP
INTERNATIONAL, LLC 400 RINEHART ROAD
701 POYDRAS ST., 675 ONE SHELL LAKE MARY, FL 32746
NEW ORLEANS, LA 70139 FEIN: 52-2122392
FEIN: 72-1280590
- ---------------------------------------------------------------------------------------
4. This statement refers to original Financing Statement bearing File No. 96PN32501
Filed with NEW YORK COUNTY, NY Date Filed 7/26/96
- ------------------------------------------------------------------------------------------------------------------------------------
5. [ ] Continuation. The original financing statement between the foregoing Debtor and Secured Party, bearing file number shown
above, is still effective.
6. [ ] Termination. Secured party no longer claims a security interest under the financing statement bearing file number shown
above.
7. [ ] Assignment. The secured party's right under the financing statement bearing file number shown above to the properly
described in Item 10 have been assigned to the Assignee whose name and address appears in Item 10.
8. [X] Amendment Financing Statement bearing file number shown above is amended as set forth in item 10.
9. [ ] Partial Release Secured Party releases the collateral described in Item 10 from the financing statement bearing file number
shown above.
- ------------------------------------------------------------------------------------------------------------------------------------
10. NEW DEBTOR IS AS FOLLOWS:
HIGHPOINT INTERNATIONAL TELECOM, INC. - FEIN: 91-1917016
1890 SHORELINE BLVD.
MOUNTAIN VIEW, CA 94043-1320
THIS DEBTOR ASSUMES ALL RESPONSIBILITY UNDER THIS LEASE AGREEMENT.
(SITE: NEW YORK, NY)
No. of additional Sheets presented: 0
- ------------------------------------------------------------------------------------------------------------------------------------
HIGHPOINT INTERNATIONAL TELECOM, INC. TELECOMMUNICATIONS FINANCE GROUP
- ----------------------------------------------------------------------- -----------------------------------------------
By: By:
-------------------------------------------------------------------- -----------------------------------------------
Signature(s) Of Debtor(s) (necessary only if item 8 is applicable). Signature(s) of Secured Party (ies)
STANDARD FORM-FORM UCC-3
This STATEMENT is presented for filing pursuant to Chapter 9 of the Louisiana Commercial Laws DESK COPY
- ------------------------------------------------------------------------------------------------------------------------------------
1A. DEBTOR (LAST NAME, FIRST, MIDDLE-IF AN INDIVIDUAL) 1B. SS# OR EMPLOYER I.D. NO.
ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC 72-1280590
- ------------------------------------------------------------------------------------------------------------------------------------
701 POYDRAS ST., 675 ONE SHELL SQUARE NEW ORLEANS, LA 70139
- ------------------------------------------------------------------------------------------------------------------------------------
2A. ADDITIONAL DEBTOR (IF ANY)(LAST NAME, FIRST, MIDDLE-IF AN INDIVIDUAL) 2B. SS# OR EMPLOYER I.D. NO.
- ------------------------------------------------------------------------------------------------------------------------------------
2C. MAILING ADDRESS
- ------------------------------------------------------------------------------------------------------------------------------------
3A. ADDITIONAL DEBTOR DEBTOR'S TRADE NAMES OR STYLES (IF ANY) 3B. SS# OR EMPLOYER I.D. NO.
- ------------------------------------------------------------------------------------------------------------------------------------
3C. MAILING ADDRESS
- ------------------------------------------------------------------------------------------------------------------------------------
4A. SECURED PARTY SECURED PARTY INFORMATION 4B. SS# OR EMPLOYER I.D. NO.
TELECOMMUNICATIONS FINANCE GROUP 52-2122392
- ------------------------------------------------------------------------------------------------------------------------------------
4C. MAILING ADDRESS
400 RINEHART ROAD LAKE MARY, FL 32746
- ------------------------------------------------------------------------------------------------------------------------------------
5A. ASSIGNEE OF SECURED PARTY (IF ANY) 5B. SS# OR EMPLOYER I.D. NO.
- ------------------------------------------------------------------------------------------------------------------------------------
5C. MAILING ADDRESS
- ------------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------ORIGINAL FINANCING STATEMENT--------------------------------------------------------
- ----------------------------------------------- --------------------------------------------------------
6A. FILE NO. OF ORIGINAL FINANCING STATEMENT 6B. PRE-CHAPTER 9 ENTRY NO. 6C. PARISH IN WHICH FILED 6D. DATE OF ORIGINAL FILING
36-108564 PARISH OF ORLEANS, LA 7/15/96
- ------------------------------------------------------------------------------------------------------------------------------------
7. TYPE OF ACTION (Check only one)
A [ ] CONTINUATION- The original Financing Statement between the Debtor and Secured Party bearing the file number shown
above is still effective.
B [ ] RELEASE- The Secured Party releases the collateral described in Item No. 8 below from the Financing Statement bearing
the number shown above.
C [ ] PARTIAL ASSIGNMENT- Some of the secured party's rights under the Financing Statement bearing the file number shown
above have been assigned to the assignee above Named. A description of the collateral subject to the assignment is set
forth in Item No. 8 below.
D [ ] ASSIGNMENT- The Secured Party has assigned to the Assignee above named all the Secured Party's rights under the
Financing Statement bearing the file number shown above.
E [ ] TERMINATION- The Secured Party no longer claims a security interest under the Financing Statement bearing the file
number shown above.
F [X] AMENDMENT- The Financing Statement bearing the file number shown above is amended as set forth in Item No. 8 below.
G [ ] OTHER
----------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
8. DESCRIPTION (Required for Release, Assignment, Amendment and Reinscription of Pre-Chapter 9 Filings)
NEW DEBTOR IS AS FOLLOWS:
HIGHPOINT INTERNATIONAL TELECOM, INC.
1890 SHORELINE BLVD.
MOUNTAIN VIEW, CA 94043-1320
FEIN: 91-1917016
THIS DEBTOR ASSUMES ALL RESPONSIBILITY UNDER THIS LEASE AGREEMENT.
(SITE: NEW YORK, NY)
- ------------------------------------------------------------------------------------------------------------------------------------
9. SIGNATURE(S) OF DEBTOR(S) IF REQUIRED 12. THIS SPACE FOR USE OF FILING OFFICER
HIGHPOINT INTERNATIONAL TELECOM, INC. (DATE, TIME, ENTRY # AND FILING OFFICER)
illegible
- -------------------------------------------------------------------------------
SIGNATURE(S) OF SECURED PARTY (IES) (if applicable)
TELECOMMUNICATIONS FINANCE GROUP
- --------------------------------------------------------------------------------
11. Return copy to:
NAME TELECOMMUNICATIONS FINANCE GROUP
ADDRESS 400 RINEHART RD.
CITY, STATE LAKE MARY, FL 32746
ZIP CODE ATTN: J. KEYS (A-5) ----------------------------------------------------
- -------------------------------------------------------------------------------
13. Number of additional sheets presented 0
----------------------------------------------------
LOUISIANA APPROVED FORM UCC-3 SECRETARY OF STATE W. FOX McKEITHEN (REV. 1/92)
(1) FILING OFFICER COPY
This STATEMENT is presented for filing pursuant to Chapter 9 of the Louisiana Commercial Laws DESK COPY
- ------------------------------------------------------------------------------------------------------------------------------------
1A. DEBTOR {LAST NAME, FIRST, MIDDLE-IF AN INDIVIDUAL) 1B. SS# OR EMPLOYER I.D. NO.
ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC 72-1280590
- ------------------------------------------------------------------------------------------------------------------------------------
701 POYDRAS ST., 675 ONE SHELL SQUARE NEW ORLEANS, LA 70139
- ------------------------------------------------------------------------------------------------------------------------------------
A. ADDITIONAL DEBTOR (IF ANY)(LAST NAME, FIRST, MIDDLE-IF AN INDIVIDUAL) 2B. SS# OR EMPLOYER I.D. NO
- ------------------------------------------------------------------------------------------------------------------------------------
2C. MAILING ADDRESS
- ------------------------------------------------------------------------------------------------------------------------------------
3A. ADDITIONAL DEBTOR DEBTOR'S TRADE NAMES OR STYLES (IF ANY) 3B. SS# OR EMPLOYER I.D. NO
- ------------------------------------------------------------------------------------------------------------------------------------
3C. MAILING ADDRESS
- ------------------------------------------------------------------------------------------------------------------------------------
4A. SECURED PARTY SECURED PARTY INFORMATION 4B SS# OR EMPLOYER I.D. NO.
TELECOMMUNICATIONS FINANCE GROUP 52-2122392
- ------------------------------------------------------------------------------------------------------------------------------------
4C. MAILING ADDRESS
400 RINEHART ROAD LAKE MARY, FL 32746
- ------------------------------------------------------------------------------------------------------------------------------------
5A. ASSIGNEE OF SECURED PARTY (IF ANY) 58. SS# OR EMPLOYER I.D. NO.
- ------------------------------------------------------------------------------------------------------------------------------------
5C. MAILING ADDRESS
- ------------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------ORIGINAL FINANCING STATEMENT--------------------------------------------------------
- ----------------------------------------------- --------------------------------------------------------
6A. FILE NO. OF ORIGINAL FINANCING STATEMENT 6B, PRE-CHAPTER 9 ENTRY NO. 6C. PARISH IN WHICH FILED 6D. DATE OF ORIGINAL FILING
36-114237 PARISH OF ORLEANS, LA 1/22/97
- ------------------------------------------------------------------------------------------------------------------------------------
7. TYPE OF ACTION (Check only one)
A [ ] CONTINUATION- The original Financing Statement between the Debtor and Secured Party bearing the file number shown
above is still effective.
B [ ] RELEASE- The Secured Party releases the collateral described in Item No. 8 below from the Financing Statement bearing
the number shown above.
C [ ] PARTIAL ASSIGNMENT- Some or the secured party's rights under the Financing Statement bearing the file number shown
above have been assigned to the assignee above Named. A description of the collateral subject to the assignment is set
forth in Item No. 8 below.
D [ ] ASSIGNMENT- The Secured Party has assigned to the Assignee above named all the Secured Party's rights under the
Financing Statement bearing the file number shown above.
E [ ] TERMINATION- The Secured Party no longer claims a security interest under the Financing Statement bearing the file
number shown above.
F [X] AMENDMENT- The Financing Statement bearing the file number shown above is amended as set forth in Item No. 8 below.
G [ ] OTHER
----------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
8. DESCRIPTION (Required for Release, Assignment, Amendment and Reinscription of Pre-Chapter 9 Filings)
NEW DEBTOR IS AS FOLLOWS:
HIGHPOINT INTERNATIONAL TELECOM, INC.
1890 SHORELINE BLVD.
MOUNTAIN VIEW, CA 94043-1320
FEIN: 91-1917016
THIS DEBTOR ASSUMES ALL RESPONSIBILITY UNDER THIS LEASE AGREEMENT.
(SITE: LOS ANGELES, CA)
- ------------------------------------------------------------------------------------------------------------------------------------
9. SIGNATURE (S) OF DEBTOR (S) IF REQUIRED 12. THIS SPACE FOR USE OF FILING OFFICER
HIGHPOINT INTERNATIONAL TELECOM, INC. (DATE, TIME, ENTRY # AND FILING OFFICER)
- -------------------------------------------------------------------------------
PARTY (IES) (if applicable)
TELECOMMUNICATIONS FINANCE GROUP
- --------------------------------------------------------------------------------
11. Return copy to:
NAME TELECOMMUNICATIONS FINANCE GROUP
ADDRESS 400 RINEHART RD.
LAKE MARY, FL 32746
ZIP CODE CITY, STATE ATTN: J. KEYS (A-5) ----------------------------------------------------
- -------------------------------------------------------------------------------
13. Number of additional sheets presented 0
----------------------------------------------------
LOUISIANA APPROVED FORM UCC-3 SECRETARY OF STATE W. FOX McKEITHEN (REV. 1/92)
(1) FILING OFFICER COPY
This STATEMENT is presented for filing pursuant to Chapter 9 of the Louisiana Commercial Laws DESK COPY
- ------------------------------------------------------------------------------------------------------------------------------------
1A. DEBTOR {LAST NAME, FIRST, MIDDLE-IF AN INDIVIDUAL) 1B. SS# OR EMPLOYER I.D. NO.
ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC 72-1280590
- ------------------------------------------------------------------------------------------------------------------------------------
701 POYDRAS ST., 675 ONE SHELL SQUARE NEW ORLEANS, LA 70139
- ------------------------------------------------------------------------------------------------------------------------------------
A. ADDITIONAL DEBTOR (IF ANY)(LAST NAME, FIRST, MIDDLE-IF AN INDIVIDUAL) 2B. SS# OR EMPLOYER I.D. NO
- ------------------------------------------------------------------------------------------------------------------------------------
2C. MAILING ADDRESS
- ------------------------------------------------------------------------------------------------------------------------------------
3A. ADDITIONAL DEBTOR DEBTOR'S TRADE NAMES OR STYLES (IF ANY) 3B. SS# OR EMPLOYER I.D. NO
- ------------------------------------------------------------------------------------------------------------------------------------
3C. MAILING ADDRESS
- ------------------------------------------------------------------------------------------------------------------------------------
4A. SECURED PARTY SECURED PARTY INFORMATION 4B SS# OR EMPLOYER I.D. NO.
TELECOMMUNICATIONS FINANCE GROUP 52-2122392
- ------------------------------------------------------------------------------------------------------------------------------------
4C. MAILING ADDRESS
400 RINEHART ROAD LAKE MARY, FL 32746
- ------------------------------------------------------------------------------------------------------------------------------------
5A. ASSIGNEE OF SECURED PARTY (IF ANY) 58. SS# OR EMPLOYER I.D. NO.
- ------------------------------------------------------------------------------------------------------------------------------------
5C. MAILING ADDRESS
- ------------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------ORIGINAL FINANCING STATEMENT--------------------------------------------------------
- ----------------------------------------------- --------------------------------------------------------
6A. FILE NO. OF ORIGINAL FINANCING STATEMENT 6B, PRE-CHAPTER 9 ENTRY NO. 6C. PARISH IN WHICH FILED 6D. DATE OF ORIGINAL FILING
36-114237 PARISH OF ORLEANS, LA 1/22/97
- ------------------------------------------------------------------------------------------------------------------------------------
7. TYPE OF ACTION (Check only one)
A [ ] CONTINUATION- The original Financing Statement between the Debtor and Secured Party bearing the file number shown
above is still effective.
B [ ] RELEASE- The Secured Party releases the collateral described in Item No. 8 below from the Financing Statement bearing
the number shown above.
C [ ] PARTIAL ASSIGNMENT- Some or the secured party's rights under the Financing Statement bearing the file number shown
above have been assigned to the assignee above Named. A description of the collateral subject to the assignment is set
forth in Item No. 8 below.
D [ ] ASSIGNMENT- The Secured Party has assigned to the Assignee above named all the Secured Party's rights under the
Financing Statement bearing the file number shown above.
E [ ] TERMINATION- The Secured Party no longer claims a security interest under the Financing Statement bearing the file
number shown above.
F [X] AMENDMENT- The Financing Statement bearing the file number shown above is amended as set forth in Item No. 8 below.
G [ ] OTHER
----------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
8. DESCRIPTION (Required for Release, Assignment, Amendment and Reinscription of Pre-Chapter 9 Filings)
NEW DEBTOR IS AS FOLLOWS:
HIGHPOINT INTERNATIONAL TELECOM, INC.
1890 SHORELINE BLVD.
MOUNTAIN VIEW, CA 94043-1320
FEIN: 91-1917016
THIS DEBTOR ASSUMES ALL RESPONSIBILITY UNDER THIS LEASE AGREEMENT.
(SITE: LOS ANGELES, CA)
- ------------------------------------------------------------------------------------------------------------------------------------
9. SIGNATURE (S) OF DEBTOR (S) IF REQUIRED 12. THIS SPACE FOR USE OF FILING OFFICER
HIGHPOINT INTERNATIONAL TELECOM, INC. (DATE, TIME, ENTRY # AND FILING OFFICER)
- -------------------------------------------------------------------------------
PARTY (IES) (if applicable)
TELECOMMUNICATIONS FINANCE GROUP
- --------------------------------------------------------------------------------
11. Return copy to:
NAME TELECOMMUNICATIONS FINANCE GROUP
ADDRESS 400 RINEHART RD.
LAKE MARY, FL 32746
ZIP CODE CITY, STATE ATTN: J. KEYS (A-5) ----------------------------------------------------
- -------------------------------------------------------------------------------
13. Number of additional sheets presented 0
----------------------------------------------------
LOUISIANA APPROVED FORM UCC-3 SECRETARY OF STATE W. FOX McKEITHEN (REV. 1/92)
(1) FILING OFFICER COPY
LEASE AGREEMENT
This LEASE AGREEMENT, is effective on October 31, 1996 between
TELECOMMUNICATIONS FINANCE GROUP (hereinafter "Lessor"), and ATHENA
INTERNATIONAL LTD. LIABILITY CO. dba ATHENA INTERNATIONAL, LLC, a Louisiana LLC
corporation with its principal office located at 701 Poydras St., 675 One Shell
Square, New Orleans, LA 70139, (hereinafter "Lessee"). Louisiana LLC
1. Lease
Lessor, subject to the conditions set forth in Section 25
hereof, agrees to lease to Lessee and Lessee agrees to lease from Lessor
hereunder, those items of personal property (the "equipment") which are
described on Schedule I of Exhibit A hereto and amendments to Schedule 1. Lessee
agrees to execute and deliver to Lessor a certificate of delivery and acceptance
in substantively the form of Exhibit A hereto (a "Delivery Certificate")
immediately after Turnover of the equipment, and such execution shall constitute
Lessee's irrevocable acceptance of such items of equipment for all purposes of
this Lease. The Delivery Certificate shall constitute a part of this Lease to
the same extent as if the provisions thereof were set forth herein.
2. Definitions
"Amortization Deductions" as defined in Section 11 (b) (1)
hereof.
"Appraisal Procedure" shall mean the following procedure for
determining the Fair Market Sale Value of any item of
equipment. If either Lessor or Lessee shall request by notice
(the "Appraisal Request") to the other that such value be
determined by the Appraisal Procedure, (i) Lessor and Lessee
shall, within 15 days after the Appraisal Request, appoint an
Independent appraiser mutually satisfactory to them, or (ii)
if the parties are unable to agree on a mutually acceptable
appraiser within such time, Lessor and Lessee each appoint one
independent appraiser (provided that if either party hereto
fails to notify the other party hereto of the identity of the
independent appraiser chosen by it within 30 days after the
Appraisal Request, the determination of such value shall be
made by the independent appraiser chosen by such other party),
and (iii) if such appraisers cannot agree on such value within
20 days after their appointment and if one appraisal is not
within 5% of the other appraisal, Lessor and Lessee shall
choose a third independent appraiser mutually satisfactory to
them (or, if they fall to agree upon a third appraiser within
25 days after the appointment of the two appraisers, such
third independent appraiser shall within 20 days thereafter be
appointed by the American Arbitration Association). such value
shall be determined by such third independent appraiser within
20 days after his appointment, after consultation with the
other two Independent appraisers. If the first two appraisals
are within 5% of each other, then the average of the two
appraisals shall be the Fair Market Sale Value. The fees and
expenses of all appraisers shall be paid by Lessee.
"Business Day" shall mean a day other than a Saturday, Sunday
or legal holiday under the laws of the State of Florida.
"Code" shall mean the Internal Revenue Code of 1954, as
amended, or any comparable successor law.
"Commencement Date" as defined in Section 3 hereof.
"Default" shall mean any event or condition which after the
giving of notice or lapse of time or both would become an
Event of Default.
"Delivery Certificate" as defined in Section 1 hereof.
"Equipment" as defined in Section 1 hereof.
"Event of Default" as defined in Section 18 hereof.
"Event of Loss" shall mean, with respect to any item of
equipment, the actual or constructive total loss of such item
of equipment or the use thereof, due to theft, destruction,
damage beyond repair or rendition thereof permanently unfit
for normal use from any reason, whatsoever, or the
condemnation, confiscation or seizure of, or requisition of
title to or use of, such item of equipment.
"Fair Market Sale Value" shall, at any time with respect to
any item of equipment, be equal to the sale value of such item
of equipment which would be obtained in an arm's-length
transaction between an informed and willing seller under no
compulsion to sell and an informed and willing buyer-user
(other than a lessee currently in possession or a used
equipment or scrap dealer). For purposes of Section 7(b)
hereof, Fair Market Sale Value shall be determined by (i) an
independent appraiser (at Lessee's expense) selected by Lessor
or (ii) by the Appraisal Procedure if the Appraisal Request is
made at least 90 days (but not more than 360 days) prior to
the termination or expiration of the Lease Term, as the case
may be, which determination shall be made (a) without
deduction for any costs or expenses of dismantling or removal;
and (b) on the assumption that such item of equipment is free
and dear of all Liens and is in the condition and repair in
which it is required to be returned pursuant to Section 7 (a)
hereof. For purposes of Section 19(c) hereof, Fair Market Sale
Value shall be determined (at Lessee's expense) by an
independent appraiser selected by Lessor, on an "as-is
where-is" basis, without regard to the provisions of clauses
(a) and (b) above; provided that if Lessor shall have sold any
item of equipment pursuant to Section 19(b) hereof prior to
giving the notice referred to in Section 19(c) hereof, Fair
Market Sale Value of such item of equipment shall be the net
proceeds of such sale after deduction of all costs and
expenses incurred by Lessor in connection therewith: provided
further, that if for any reason Lessor is not able to obtain
possession of any item of equipment pursuant to Section 19(a)
hereof, the Fair Market Sale Value of such item of equipment
shall be zero.
"Imposition" as defined in Section 11 (a) hereof.
TFGLN001 4-
(e) Financial Condition of the Lessee.
The financial statements and any other financial information of
Lessee heretofore furnished to Lessor are complete and correct and fairly
present the financial condition of Lessee and the results of its operations
for the respective periods covered thereby, there are no known contingent
liabilities or liabilities for taxes of Lessee which are not reflected in
said financial statements and since the date thereof, there has been no
material adverse change in such financial condition or operations.
(f) No Litigation.
There is no action, suit, investigation or proceeding by or before
any court, arbitrator, administrative agency or other governmental
authority pending or threatened against or affecting Lessee (A) which
involves the transactions contemplated by this Lease or the equipment; or
(B) which, if adversely determined, could have a material adverse effect on
the financial condition, business or operations of Lessee.
(g) United States Source Income.
No items of equipment shall be used in a way that results in the
creation of an item of income to Lessor, the source of which for Federal
Income Tax purposes is without the United States.
9. Liens.
Lessee will not directly or indirectly create, incur, assume,
suffer, or permit to exist any Lien on or with respect to the equipment.
10. Insurance.
Lessee shall maintain at all times on the equipment, at its
expense, property damage, direct damage and liability insurance in such
amounts, against such risks in such form and with such insurers as shall be
reasonably satisfactory to Lessor and any other Owner provided, that the
amount of direct damage insurance shall not on any date be less than the
greater of the full replacement value or the Stipulated Loss Value of the
equipment as of such date. Each insurance policy will, among other things,
name Lessor and any other Owner as an additional insured or as loss payee
(as the case may be) as their interests may appear, require that the
insurer give Lessor and any such Owner at least thirty (30) days prior
written notice of any alteration in or cancellation of the terms of such
policy, and require that the interest of Lessor and any such Owner continue
to be insured regardless of any breach of or violation by Lessee of any
warranties, declarations or conditions contained in such policy. Lessee
shall furnish to Lessor and such Owner a certificate or other evidence
satisfactory to Lessor that such insurance coverage is in effect provided,
however, that Lessor and such Owner shall be under no duty to ascertain the
existence or adequacy of such insurance.
11. Taxes.
(a) General Tax Provisions.
Lessee shall timely pay, and shall indemnify and hold Lessor harmless
from and against, all fees, taxes (whether sales, use, excise, personal
property or other taxes). Imposts, duties, withholdings, assessments and
other governmental charges of whatever kind or character. however
designated (together with any penalties, fines or interest thereon), all of
the foregoing being herein collectively called "Impositions", which are at
any time levied or imposed under this lease against Lessor, Lessee, this
Lease, the equipment or any part thereof by any Federal, State, or Local
Government or taxing authority in the United States or by any foreign
government or any subdivision or taxing authority thereof upon, with
respect to, as a result of or measured by (i) the equipment (or any part
thereof), or this Lease or the interests of the Lessor therein; or (ii) the
purchase, ownership, delivery, leasing, possession, maintenance, use,
operation, return, sale or other disposition of the equipment or any Part
thereof; or (iii) the rentals, receipts or earnings payable under this
Lease or otherwise arising from the equipment or any part thereof;
excluding, however. taxes based on or measured by the net income of Lessor
that are imposed by (1) the United States of America, or (2) the State of
Florida or any political subdivision of the State of Florida, or (3) any
other State of the United States of America or any political subdivision of
any such State in which Lessor is subject to impositions as the result
(whether solely or in part) of business or transactions unrelated to this
Lease. In case any report or return is required to be filed with respect to
any obligation of Lessee under this Section or arising out of this Section,
Lessee will notify Lessor of such requirement and make such report or
return in such manner as shall be satisfactory to Lessor, provided, that
the payment of any use taxes shall be made in such manner as specified by
Lessor in writing to Lessee; or (iv) The provisions of this Section shall
survive the expiration or earlier termination of this Lease.
(b) Special Tax Provisions.
(1) The Owner of the items of equipment, shall be entitled
to take into account in computing its Federal Income tax liability, Current
Tax Rate and such deductions, credits, and other benefits as are provided
by the Code to an owner of property, including, without limitation:
(A) Recovery deductions ("Recovery Deductions") under
Section 168 (a) of the Code for each item of equipment in an amount
determined, commencing with the 1997 taxable year, by multiplying the
Owner's Cost of such item of equipment by the percentages applicable under
Section 168 (b) of the Code with respect to "(5)-year property" within the
meaning of Section 168 (c) (2) of the Code;
(B) Amortization of expenses ("Amortization Deductions")
paid or to be paid by Owner in connection with this Lease at a rate no less
rapid than straight line over the Lease Term.
TFGLN001 INITIAL
(ii) For the purposes of this Subsection 11 (b) only, the term
"owner" shall include the "common parent" and all other corporations included in
the affiliated group, within the meaning of Section 1504 of the Code (or any
other successor section thereto), of which Owner is or becomes a member.
12. Compliance with Laws: Operation and Maintenance,
(a) Lessee will use the equipment in a careful and proper manner, will
comply with and conform to all governmental laws, rules and regulations relating
thereto, and will cause the equipment to be operated in accordance with the
manufacturer's or supplier's instructions or manuals.
(b) Lessee will, at its own expense, keep and maintain the equipment in
good repair, condition and working order and furnish all parts, replacements,
mechanisms, devices and servicing required therefore so that the value,
condition and operating efficiency therefore will at all times be maintained and
preserved, reasonable wear and tear excepted. Lessee will, at its own expense,
perform all required acts necessary to maintain any manufacturer's warranties
and guarantees respecting the equipment. All such repairs, parts, mechanisms,
devices and replacements immediately, without further act, become the property
of Lessor and part of the equipment.
(c) Lessee will not make or authorize any improvement, change, addition
or alteration to the equipment (1) If such improvement, change, addition or
alteration will impair the originally intended function or use of the equipment
or impair the value of the equipment as it existed immediately prior to such
improvement, change, addition or alteration; or (ii) if any parts installed in
or attached to or otherwise becoming a part of the equipment as a result of any
such improvement, change, addition or alteration shall not be readily removable
without damage to the equipment. Any part which is added to the equipment
without violating the provisions of the immediately preceding sentence and which
is not a replacement or substitution for any property which was a part of the
equipment, shall remain the property of Lessee and may be removed by Lessee at
any time prior to the expiration or earlier termination of the Lease Term. All
such parts shall be and remain free and clear of any Liens. Any such part which
is not so removed prior to the expiration or earlier termination of the Lease
Term shall, without further act, become the property of Lessor.
13. Inspection.
Upon reasonable notice, Lessor or its authorized representatives may
at any reasonable time or times inspect the equipment when it deems it necessary
to protect its interest therein.
14. Identification.
Lessee shall, at its expense, attach to each item of equipment a notice
satisfactory to Lessor disclosing Owner's ownership of such item of equipment.
15. Personal Property.
Lessee represents that the equipment shall be and at all times remain
separately identifiable personal property. Lessee shall, at its expense, take
such action (including the obtaining and recording of waivers) as may be
necessary to prevent any third party from acquiring any right to or interest in
the equipment by virtue of the equipment being deemed to be real property or a
part of real property or a part of other personal property, and it at any time
any person shall claim any such right or interest, Lessee shall, at its expense,
cause such claim to be waived in wiring or otherwise eliminated to Lessor's
satisfaction within 30 days after such claim shall have first become known to
Lessee.
16. Loss or Damage.
(a) All risk of loss, theft, damage or destruction to the equipment or
any part thereof, however incurred or occasioned, shall be borne by Lessee and,
unless such occurrence constitutes an Event of Loss pursuant to paragraph (b) of
this Section, Lessee shall promptly give Lessor written notice hereof and shall
promptly cause the affected part or parts of the equipment to be replaced or
restored to the condition and repair required to be maintained by Section 12
hereof.
(b) If an Event of Loss with respect to any item of equipment shall
occur, Lessee shall promptly give Lessor written notice thereof, and Lessee
shall pay to Lessor as soon as it receives insurance proceeds with respect to
said Event of Loss but in any event no later than 90 days after the occurrence
of said Event of Loss an amount equal to the sum of (i) the Stipulated Loss
Value of such item of equipment computed as of the , Rent Payment Date with
respect to such item of equipment on or immediately preceding the date of the
occurrence of such Event of Loss; and (ii) all rent and other amounts due and
owing hereunder for such item of equipment on or prior to the Loss Payment Date.
Upon payment of such amount to Lessor, the lease of such item of equipment
hereunder shall terminate, and Lessor will transfer within forty days to Lessee,
Lessor's right, title, if any, and interest in and to such item of equipment, on
an "as-is, where-is" basis, without recourse and without representation or
warranty, express or implied, other than a representation and warranty that such
item of equipment is free and clear of any Lessor's Liens.
(c) Any payments received at any time by Lessor or Lessee from any
insurer with respect to loss or damage to the equipment shall be applied as
follows: (1) If such payments are received with respect to o n Event of Loss
they shall be paid to Lessor, but to the extent received by Lessor, they shall
reduce as the ease may be, Levee's obligation to pay the amounts due to Lessor
under Section 16 Co) hereof with respect to such Event of Loss; or (ii) if such
payments are received with respect to any loss of or damage to the equipment
other than an Event of Loss, such payments shall, unless a Default or Event of
Default shall have occurred and be continuing, be paid over to Lessee to
reimburse Lease for Its payment of the costs and expenses incurred by Lessee in
replacing or restoring pursuant to Section 16 (a) hereof the Part or parts of
the equipment which suffered such loss or damage.
TFGLNO01 .6- i~4~
17. General Indemnity
Lessee assumes liability for and shall indemnify, protect save and keep
harmless Lessor. the partners comprising Lessor, its and their directors,
officers employees, agents, servants, successors and assigns (an "indemnity")
from and against any and all liabilities, obligation, losses, damages,
penalties, claims, actions, suits, costs and expenses, including reasonable
legal expenses, of whatsoever kind and nature, imposed on, incurred by or
asserted against any indemnity. In any way relating to or arising out of this
Lease or the enforcement hereof, or the manufacture, purchase, acceptance,
rejection, rejection, ownership, possession, use, selection, delivery, lease,
operation, condition, sale, return or other disposition of the equipment or any
part thereof (including. without limitation, latent or other defects, whether or
not discoverable by Lessee or any other person, any claim in tort whether or not
for strict liability and any claim for Patent, trademark, copyright or other
intellectual property infringement); provided, however, that Lessee shall not be
required to indemnify any indemnity for loss or liability resulting from acts or
events which occur after the equipment has been returned to Lessor in accordance
with the Lease, or for loss or liability resulting solely from the willful
misconduct or gross negligence of such indemnity. The provisions of this Section
shall survive the expiration or earlier termination of this Lease.
18. Events or Default.
The following events shall each constitute an event of default (herein
called "Event of Default") under this Lease:
(i) Lessee shall fail to execute and deliver to Lessor (or Lessor's
agent) the "Delivery Certificate" within twenty, four (24) hours of Turnover
of the equipment to Lessee.
(ii) Lessee shall fail to commence lease payments on the first day of
the month following the Commencement Date, or such other initiation of lease
payments specified in Section 5 of this Lease.
(iii) Lessee shall fail to make any payment of rent or other amount
owing hereunder or otherwise after notice has been given that payment is past
due; or
(iv) Lessee shall fail to maintain the insurance required by Section 10
hereof or to perform or observe any of the covenants contained in Sections 21 or
22 hereof; or
(v) Lessee shall fall to perform or observe any other covenant,
condition or agreement to be performed or observed by it with respect to this
Lease or any other agreement between Lessor and Lessee and such failure shall
continue un-remedied for 30 days after the earlier of (a) the date on which
Lessee obtains, or should have obtained knowledge of such failure; or (b) the
date on which notice thereof shall be given by Lessor to Lessee; or
(vi) Any representation or warranty made by Lessee herein or in any
document, certificate or financial or other statement now or hereafter furnished
Lessor in connection with this Lease shall prove at any time to have been
untrue, incomplete or misleading in any material respect as of the time when
made; or
(vii) The entry of a decree or order for relief by a court having
jurisdiction in respect of Lessee, adjudging Lessee a bankrupt or insolvent, or
approving as properly filed a Petition seeking a reorganization, arrangement,
adjustment or composition of or in respect of Lessee in an involuntary
proceeding or case under the Federal bankruptcy laws. as now or hereafter
constituted, or any other applicable Federal or State bankruptcy, insolvency or
other similar law, or appointing a receiver, liquidator, assignee, custodian,
trustee or sequestrator (or similar official) of Lessee or of any substantial
part of its property, or ordering the winding-up or liquidation of its affairs,
and the continuance of any such decree or order un-stayed and in effect for a
Period of 30 days; or
(viii) The institution by Lessee of proceedings to be adjudicated a
bankruptcy or insolvent, or the consent by it to the institution of bankruptcy
or insolvent, proceedings against it. or the commencement by Lessee of a
voluntary pr6ceedlng or case under the Federal bankruptcy laws, as now or
hereafter constituted, or any other applicable Federal or state bankruptcy,
insolvency or other similar law. or the consent by it to the filing of any such
petition or to the appointment of or taking possession by a receiver,
liquidator, assignee, trustee, custodian,, trustee or sequestrator (or similar
official) of Lessee or of any substantial part of its property, or the making by
it of any assignment for the benefit of creditors or the admission by it of its
inability to pay its debts generally as they become due or its willingness to be
adjudicated a bankrupt or the failure of Lessee generally to pay its debts as
they become due or the taking of corporate action by Lessee in furtherance of
any of the foregoing.
19. Remedies
If and Event of Default specified in Subsection 18(vii) or (viii) above
shall occur, then, and in any such event, Lessor shall not be obligated to
purchase or lease any of the equipment and this Lease shall, without any
declaration or other action by Lessor, be in default. If an Event of Default,
other than an Event of Default specified in Subsection 18(vii) or (viii) above,
shall occur, Lessor may, at its option, declare this Lease to be in Default. At
any time after this Lease is in default under the first sentence of this Section
19, Lessor has declared this Lease to be in default under the second sentence of
this Section 19, Lessor and/or its representative may do any one or more of the
following with respect to all of the equipment or any part thereof as Lessor in
its sole discretion shall elect, to t he extent permitted by applicable law then
in effect:
(a) demand that Lessee, and Lessee shall at its expense upon such
demand, return the equipment promptly to Lessor at such place in the continental
United States of America as Lessor shall specify, or Lessor and/or its agents,
at its option, may with or without entry upon the premises where the equipment
is located and disable equipment, or make the equipment inoperable permanently
or temporarily in Lessor's sole discretion, and/or take immediate possession of
the equipment and remove the same by summary proceedings or otherwise, all
without
TFGLN001 -7-
liability for or by reason of such entry or taking of possession, whether for
the restoration of damage to property caused by such taking or for disabling or
otherwise:
(b) sell the equipment at public or private sale, with or without
notice, advertisement or publication, as Lessor may determine, or otherwise
dispose of, hold, use, operate, lease to others or keep idle the equipment as
Lessor in its sole discretion may determine, all free and clear of any rights of
Lessee and without any duty to account to Lessee with respect to such action or
inaction or for nay proceeds with respect thereto:
(c) by written notice to Lessee specifying a payment date which shall be
not earlier than 20 days after the date of such notice, demand that Lessee pay
to Lessor, and Lessee pay to Lessor, on the payment date specified in such
notice, as liquidated damages for loss of a bargain and not as a penalty, all
accrued and unpaid rent for the equipment due on all Rent Payment Dates up to
and including the payment date specified in such notice plus an amount (together
with interest on such amount at the Late Charge Rate, from the payment date
specified in such notice to the date of actual payment) equal to the excess, if
any, of the Stipulated Loss Value of the equipment as of the payment date
specified in such notice over the Fair Market Sale Value of the equipment as of
such date;
(d) Lessor may exercise any other right or remedy which may be available
to it under applicable law or proceed by appropriate court action to enforce the
terms hereof or to recover damages for the breach hereof or to rescind this
Lease. Lessor is entitled to recover any amount that fully compensates the
Lessor for any damage to or loss of the Lessor's residual interest in the
equipment caused by the Lessee's default.
In the event any present value discounting is applied, the discount rate
used shall be the Federal Reserve Board Discount Rate.
In addition, Lessee shall be liable for any and all unpaid rent and
other amounts due hereunder before or during the exercise of any of the
foregoing remedies and for all reasonable legal fees and other costs and
expenses incurred by reason of the occurrence of any Event of Default or the
exercise of Lessor's remedies with respect thereto, including all reasonable
costs and expenses incurred in connection with the placing of the equipment in
the condition required by Section 12 hereof.
No remedy referred to in this Section 19 is intended to be exclusive,
but each shall be cumulative and in addition to any other remedy referred to
herein or otherwise available to Lessor at law or in equity; and the exercise or
beginning of exercise by Lessor of any one or more of such remedies shall not
preclude the simultaneous or later exercise by Lessor of any or all such other
remedies. No express or implied waiver by Lessor of an Event of Default shall in
any way be, or be construed to be, a waiver of any future or subsequent Event of
Default. To the extent permitted by applicable law, Lessee hereby waives any
rights now or hereafter conferred by statute or otherwise which may require
Lessor to sell or lease or otherwise use the equipment in mitigation of Lessor's
damages or losses or which may otherwise limit or modify any of Lessor's rights
or remedies under this Lease.
20. Lessor's Right to Perform
If Lessee fails to make any payment required to be made by it hereunder
or fails to perform or comply with any of Its other agreements contained herein,
Lessor may itself make such payment or perform or comply with such agreement,
and the amount of such Payment and the amount of the reasonable expenses of
Lessor incurred in connection with such Payment or the Performance of or
compliance with such agreement, as the case may be, together with interest
thereon at the Late Charge Rate, shall be deemed to be additional rent, payable
by Lessee within 30 days of notice.
21. LOCATION; ASSIGNMENT OR SUBLEASE; TITLE TRANSFER
(a) LESSEE WILL NOT REMOVE THE EQUIPMENT FROM THE LOCATION SPECIFIED IN
SCHEDULE I OF EXHIBIT A WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR, SUCH
CONSENT NOT TO BE UNREASONABLY WITHHELD, EXCEPT REMOVAL OUTSIDE THE CONTINENTAL
U.S. IS NOT PERMITTED, THE EQUIPMENT SHALL AT ALL TIMES BE IN THE SOLE
POSSESSION AND CONTROL OF LESSEE AND LESSEE WILL NOT, WITHOUT THE PRIOR WRITTEN
CONSENT OF LESSOR, ASSIGN THIS LEASE OR ANY INTEREST HEREIN OR SUBLEASE OR
OTHERWISE TRANSFER, ITS INTEREST IN ANY OF THE EQUIPMENT, AND ANY ATEMPTED
ASSIGNMENT, SUBLEASE OR OTHER TRANSFER BY LESSEE IN VIOLATION OF
THESE-PROVISIONS SHALL BE VOID.
(b) LESSOR AND LESSEE ACKNOWLEDGE THAT LESSOR (i) MAY TRANSFER ITS
INTEREST IN THE EQUIPMENT TO AN OWNER OTHER THAN LESSOR. LESSOR MAY
CONTEMPORANEOUSLY THEREWITH LEASE THE EQUIPMENT BACK FROM SUCH OWNER, AND (ii)
MAY ASSIGN THIS LEASE LESSEE HEREBY CONSENTS TO EACH OF THE ABOVE-DESCRIBED
TRANSACTIONS. FURTHER LESSEE DOES HEREBY ACKNOWLEDGE (i) THAT ANY SUCH TRANSFER
AND/OR ASSIGNMENT BY LESSOR DOES NOT MATERIALLY CHANGE LESSEE'S DUTIES AND
OBLIGATIONS HEREUNDER, (ii) THAT SUCH TRANSFER AND/OR ASSIGNMENT DOES NOT
MATERIALLY INCREASE THE BURDENS OR RIGHTS IMPOSED ON THE LESSEE, AND (iii) THAT
THE ASSIGNMENT IS PERMITTED EVEN IF THE ASSIGNMENT COULD BE DEEMED TO MATERIALLY
AFFECT THE INTEREST OF THE LESSEE.
22. Status Changes in Lessee
will not without thirty (30) days prior written notice to Lessor, (a)
enter into any transaction of merger or consolidation unless it is the surviving
corporation or after giving effect to such merger or consolidation its net worth
equals or exceeds that which existed prior to such merger or consolidation; or
(b) change the form of organization of its business: or (c) change its name or
its chief place of business. Lessee must obtain Lessor's prior written
concurrence before Lessee may undertake any actions to (a) liquidate, dissolve
or any such similar action of the Lessee's organization, or (b) sell, transfer
or otherwise dispose of all or any substantial part of Lessee's assets.
TFGLN00 -8-
23. Further Assurances; Financial Information.
(a) Lessee will, at its expense, promptly and duly execute and deliver
to Lessor such further documents and assurances and take such further action as
Lessor may from time to time reasonably request in order to establish and
protect the rights, interests and remedies created or intended to be created in
favor of Lessor hereunder, including, without limitation, the execution and
filing of Uniform Commercial Code financing statements covering the equipment
and proceeds therefrom in the jurisdictions in which the equipment is located
from time to time. To the extent permitted by applicable law, Lessee hereby
authorizes Lessor to file any such financing statements without the signature of
Lessee.
(b) Lessee will qualify to do business and remain qualified in good
standing, in each Jurisdiction in which the equipment is from time to time
located.
(c) Lessee will furnish to Lessor as soon as available, but in any event
not later than 90 days after the end of each fiscal year of Lessee, a
consolidated balance sheet of Lessee as at the end of such fiscal year, and
consolidated statements of income and changes in financial position of Lessee
for such fiscal year, all in reasonable detail, prepared in accordance with
generally accepted accounting principles applies on a basis consistently
maintained throughout the period involved. These reports will not be disclosed
to anyone other than the Lessor and/or the Owner as provided in Section 21 (b).
24. Notices.
All notices, demands and other communications hereunder shall be in
writing, and shall be deemed to have been given or made when deposited in the
United States mail, first class postage prepaid, addressed as follows or to such
other address as any of the authorized representatives of the following entities
may from time to time designate in writing to the other listed below:
Lessor: TELECOMMUNICATIONS FINANCE GROUP
400 Rinehart Road
Lake Mary, Florida 32746
Lessee: ATHENA INTERNATIONAL LTD. LIABILITY CO.
dba ATHENA INTERNATIONAL, LLC
708 Poydras St., 675 One Shell Square
New Orleans, LA 70138
25. Conditions Precedent:
(a) Lessor shall not be obligated to lease the items of equipment
described herein to Lessee hereunder unless:
(i) Such Uniform Commercial Code financing statements
covering equipment and proceeds therefrom and landlord and/or mortgagee
waivers or disclaimers and/or severance agreements with respect to the
items of equipment covered by this Lease as Lessor shall deem necessary or
desirable in order to protect its interests therein shall have been duly
executed and filed, at Lessee's expense, in such public offices as Lessor
shall direct:
(ii) All representations and warranties of Lessee
contained herein or in any document or certificate furnished Lessor in
connection herewith shall be true and correct on and as of the date of
this Lease with the same force and effect as if made on and as of such
date; no Event of Default or Default shall be in existence on such date or
shall occur as a result of the lease by Lessee of the equipment specified
in Schedule 1 of Exhibit A:
(iii) In the sole judgment of Lessor, there shall have
been no material adverse change in the financial condition or business of
Lessee:
(iv) All proceedings to be taken in connection with the
transactions contemplated by this Lease shall be satisfactory to Lessor's
counsel and
(v) Lessor shall have received from Lessee, in form and
substance satisfactory to it, such other documents and information as
Lessor shall be satisfactory in form and substance to Lessor and its
counsel;
(vii) No Change in Tax Law, which in the sole judgment
of Lessor would adversely affect Lessor's Economics, shall have occurred
or shall appear, in Lessor's good faith judgment, to be imminent.
26. Software License.
Reference is made to the form of Software Product License Agreement
attached hereto as Exhibit B (the "License Document"). Lessor has
arranged for the equipment manufacturer to grant a license to use the
software as defined in the License Document in conjunction with the
equipment leased hereunder in accordance with the terms of the License
Document. The original license fee is contained in the lease rate. To
avail itself of the license grant, Lessee must execute the License
Document, upon Commencement of the Lease. "Buyer" and "Licensee" as
used in the License Document are synonymous with lessee.
TFGLN001 -9- INITIAL
27. LIMITATION OF LIABILITY.
LESSOR SHALL NOT BE LIABLE FOR LOST PROFITS OR REVENUE, SPECIAL,
INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY NATURE OR
FROM ANY CAUSE WHETHER BASED IN-CONTRACT OR TORT, INCLUDING NEGLIGENCE, OR
OTHER LEGAL THEORY EVEN IF LESSOR HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES, LESSEE HEREBY AGREES THAT LESSOR WILL NOT BE LIABLE FOR ANY
LOST PROFITS OR REVENUE OR FOR ANY CLAIM OR DEMAND AGAINST LESSEE BY
ANOTHER PARTY.
28. Miscellaneous.
(a) Any provision of this Lease which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be
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 provisions in any other jurisdiction. To the extent
permitted by applicable law, Lessee hereby waives any provision of law
which renders any provision hereof prohibited or unenforceable in any
respect.
(b) No terms or provisions of this Lease may be changed, waived,
discharged or terminated orally, but only by an instrument in writing
signed by the party against which the enforcement of the change, waiver,
discharge or termination is sought. No delay or failure on the part of
Lessor to exercise any power or right hereunder shall operate as a waiver
thereof, nor as an acquiescence in any default, nor shall any single or
partial exercise of any power or right preclude any other or further
exercise thereof, or the exercise of any other power or right. After the
occurrence of any Default or Event of Default, the acceptance by Lessor of
any payment of rent or other sum owed by Lessee pursuant hereto shall not
constitute a waiver by Lessor of such Default or Event of Default,
regardless of Lessor's knowledge or lack of knowledge thereof at the time
of acceptance of any such payment, and shall not constitute a reinstatement
of this lease, if this Lease shall have been declared in default by Lessor
pursuant to Section 18 hereof or otherwise, unless Lessor shall have agreed
in writing to reinstate the Lease and to waive the Default or Event of
Default.
In the event Lessee tenders payment to Lessor by check or draft containing
a qualified endorsement purporting to limit or modify Lessee's liability or
obligations under this Lease, such qualified endorsement shall be of no
force and effect even if Lessor processes the check or draft for payment.
(c) This Lease with exhibits contains the full, final and
exclusive statement of the agreement between Lessor and Lessee relating to
the lease of the equipment.
(d) This Lease shall constitute an agreement of an operating
lease, and nothing herein shall be construed as conveying to Lessee any
right, title or interest in the equipment except as Lessee only.
(e) This Lease and the covenants and agreements contained herein
shall be binding upon, and inure to the benefit of, Lessor and its
successors and assigns and Lessee and, to the extent permitted by Section
21 hereof, its successors and assigns.
(f) The headings of the Sections are for convenience of reference
only, are not a part of this Lease and shall not be deemed to affect the
meaning or construction of any of the provisions hereof.
(g) This Lease may be executed by the parties hereto on any number
of separate counterparts, each of which when so executed and delivered
shall be an original, but all such counterparts shall together constitute
but one and the same instrument.
(h) This Lease is deemed made and entered into in the State of
Florida and shall be governed by and construed under and in accordance with
the laws of the State of Florida as if both parties were residents of
Florida.
(i) Lessee hereby irrevocably consents and agrees that any legal
action, suit, or proceeding arising out of or in any way in connection with
this Lease shall be instituted or brought in the courts of the State of
Florida, or the United States Courts for the District of Florida, and by
execution and delivery of this Lease, Lessee hereby irrevocably accepts and
submits to, for itself and in respect of its property, generally and
unconditionally, the non-exclusive jurisdiction of any such court, and to
all proceedings in such courts. Lessee irrevocably consents to service of
any summons and/or legal process by registered or certified United States
mail, postage prepaid, to Lessee at the address set forth in Section 24
hereof, such method of service to constitute, in every respect, sufficient
and effective service of process in any legal action or proceeding. Nothing
in this Lease shall affect the right to service of process in any other
manner permitted by law or limit the right of Lessor to bring actions,
suits or proceedings in the court of any other jurisdiction. Lessee further
agrees that final judgment against it in any such legal action, suit or
proceeding shall be conclusive and may be enforced in any other
jurisdiction, within or outside the United States of America, by suit on
the judgment, a certified or exemplified copy of which shall be conclusive
evidence of the fact and the amount of the liability.
TFGLN001 -10-
IN WITNESS WHEREOF, Lessor and Lessee have each caused this Lease to be duly
executed as of the day and year first above written and its signature below
Lessee expressly acknowledges that this Lease may not be modified unless done so
in a writing signed by each of the parties hereto or their successors in
interest.
ATHENA INTERNATIONAL LTD. LIABILITY CO.
dba ATHENA INTERNATIONAL, LLC (Lessee)
By: /s/ Michael Landers
-----------------------------------------
Michael Landers, Exec. Managing Director
-----------------------------------------
(Name & Title)
Date Signed: 11-5-96
---------------------------------
Telecommunications Finance Group
(Lessor)
By: CC Callaway
------------------------------------------
Date Signed: 31 January 1997
------------------------------------------
Authorized Representative
TFGLN001 -.11-
ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC
(LOS ANGELES, CA)
O. O1 SCHEDULE A (ORIGINAL LEASE VALUE)
STIPULATED LOSS VALUE
The stipulated Loss Value of any item of Equipment as of any Rent Payment Date
with respect of such item of Equipment shall be determined by multiplying the
Lessor's Value of such item of, Equipment by the percentage set forth below for
such Rent Payment Date; provided that, any determination of Stipulated Loss
value as of a date occurring, after the final Rent Payment Date with respect to
such item of equipment, shall be made as of such final Rent Payment Date.
After Rent
Payment Number Percentage
0 105.0000
1 104.1089
2 103.2055
3 102.2898
4 101.3616
5 100.4208
6 99.4672
7 98.5008
8 97.5214
9 96.5288
10 95.5230
11 94.5038
12 93.4710
13 92.4247
14 91.3644
15 90.2903
16 89.2021
17 88.0997
18 86.9829
19 85.8517
20 84.7057
21 83.5450
22 82.3694
23 81.1786
24 79.9726
25 78.7512
26 77.5143
27 76.2617
28 74.9932
29 73.7087
30 72.4080
31 71.0910
32 69.7574
33 68.4073
34 67.0402
35 65.6562
36 64.2550
37 62.8364
38 61.4003
39 59.9466
40 58.4749
41 56.9852
42 55.4773
43 53.9510
44 52.4061
45 50.8424
. 46 49.2597
47 47.6578
48 46.0366
49 43.9792
50 41.9021
51 39.8050
52 37.6878
53 35.5502
54 33.3921
55 31.2133
56 29.0134
57 26.7925
58 24.5501
59 22.2862
60 20.0000
10/31/96 INITIAL
ATHENA INTERNATIONAL LTD. LIABILITY CO.
DBA ATHENA INTERNATIONAL, LLC
SITE: LOS ANGELES, CA
ADDITION I - 06/02/97
SCHEDULE A
STIPULATED LOSS VALUE
0.009166
The Stipulated Loss Value of any item of Equipment as of any Rent with respect
of such item of Equipment shall be multiplying the Lessor's Value of such item
of the percentage set forth below for such Rent Payment that, any determination
of stipulated LOSS Value as occurring after the final Rent Payment Date with
respect equipment, shall be made as of such final Rent Rent
Number Percentage
0 105.0000
1 104.0467
2 103.0815
3 102.1045
4 101.1155
5 100.1144
6 99.1011
7 98.0754
8 97.0373
9 95.9866
10 94.9233
11 93.8471
12 92.7581
13 91.6560
14 90.5408
15 89.4123
16 88.2704
17 87.1150
18 85.9460
19 84.7633
20 83.5666
21 82.3559
22 81.1311
23 79.8921
24 78.6386
25 77.3706
26 76.0879
27 74.7904
28 73.4780
29 72.1505
30 70.8078
31 69.4498
32 68.0762
33 66.6870
34 65.2821
35 63.8612
36 62.4243
37 60.9711
38 59.5016
39 58.0156
40 56.5129
41 54.9934
42 53.4569
43 51.9033
44 50.3324
45 48.7441
46 47.1381
47 45.5144
48 43.8728
49 41.7964 INITIAL
50 39.7018
51 37.5887
52 35.4570
53 33.3066
54 31.1372
55 28.9488
56 26.7410
57 24.5138
58 22.2670
59 20.O0O0
This STATEMENT is presented to a filing officer for filing pursuant to the Uniform Commercial Code. 3 Maturity date (if any):
DESK COPY
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1. Debtor(s) (Last Name First) and address(es) 2. Secured Party(ies) and address (es) For Filing Officer (Date, Time,
Number, and Filing Office)
ATHENA INTERNATIONAL LTD. TELECOMMUNICATIONS FINANCE
LIABILITY CO. DBA ATHENA GROUP
INTERNATIONAL, LLC 400 RINEHART ROAD
701 POYDRAS ST., 675 ONE SHELL SQ. LAKE MARY, FL 32746
NEW ORLEANS, LA 70139 FEIN: 52-2122392
FEIN: 72-1280590
- ---------------------------------------------------------------------------------------
4. This statement refers to original Financing Statement bearing File No. 141556
Filed with Secretary of State, NY Date Filed 7/16/96
- ------------------------------------------------------------------------------------------------------------------------------------
5. / / Continuation. The original financing statement between the foregoing Debtor and Secured Party, bearing file number shown
above, is still effective.
6. / / Termination. Secured party no longer claims a security interest under the financing statement bearing file number shown
above.
7. / / Assignment. The secured party's right under the financing statement bearing file number shown above to the property
described in Item 10 have been assigned to the assignee whose name and address appears in Item 10.
8. /X/ Amendment Financing Statement bearing file number shown above is amended as set forth in Item 10.
9. / / Partial Release Secured Party releases the collateral described in Item 10 from the financing statement bearing file number
shown above.
- ------------------------------------------------------------------------------------------------------------------------------------
10. NEW DEBTOR IS AS FOLLOWS:
HIGHPOINT INTERNATIONAL TELECOM, INC. - FEIN: 91-1917016
1890 SHORELINE BLVD.
MOUNTAIN VIEW, CA 94043-1320
THIS DEBTOR ASSUMES ALL RESPONSIBILITY UNDER THIS LEASE AGREEMENT.
(SITE: NEW YORK, NY)
No. of additional Sheets presented: 0
- ------------------------------------------------------------------------------------------------------------------------------------
HIGHPOINT INTERNATIONAL TELECOM, INC. TELECOMMUNICATIONS FINANCE GROUP
- ---------------------------------------------------------------------- ---------------------------------------------------
By: Signature(s) Of Debtor(s) (necessary only if item 8 is applicable). By: Signature(s) of Secured Party(ies)
STANDARD FORM-FORM UCC-3
ATHENA INTERNATIONAL LTD. LIABILITY CO.
DBA ATHENA INTERNATIONAL, LLC
SITE: LOS ANGELES, CALIFORNIA
ADDITION II - 08/29/97
0.009166 SCHEDULE A
STIPULATED LOSS VALUE
The stipulated Loss Value of any item of Equipment as of any Rent payment date
with respect of such item of Equipment shall be multiplying the Lessor's Value
of such item of equipment by the percentage set forth below for such Rent
Payment date; provided that, any determination of Stipulated Loss Value as of a
date occurring after the final Rent Payment Date with respect to such item
equipment, shall be made as of such final Rent payment date.
After Rent
Payment Number Percentage
- -------------- ----------
0 105.0000
1 103.9530
2 102.8933
3 101.8210
4 100.7358
5 99.6376
6 98.5264
7 97.4021
8 96.2643
9 95.1132
10 93.9485
11 92.7702
12 91.5780
13 90.3719
14 89.1518
15 87.9175
16 86.6688
17 85.4057
18 84.1280
19 82.8357
20 81.5284
21 80.2062
22 78.8689
23 77.5163
24 76.1483
25 74.7647
26 73.3655
27 71.9505
28 70.5194
29 69.0723
30 67.6089
31 66.1291
32 64.6327
33 63.1196
34 61.5896
35 60.0426
36 58.4784
37 56.8969
38 55.2978
39 53.6811
40 52.0466
41 50.3942
42 48.7235
43 47.0346
44 45.3271
46 41.8561
47 40.0922
48 38.3091
49 36.0901
50 33.8514
51 31.5931
52 29.3149
53 27.0167
54 24.6981
55 22.3592
56 20.0000
AMENDMENT TO LEASE AGREEMENT DATED October 3l, 1996 BETWEEN
TELECOMMUNICATIONS FINANCE GROUP AND
ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC
FOR EQUIPMENT INSTALLED IN LOS ANGELES, CALIFORNIA
Effective December 2, 1997, the following sections of said Lease Agreement are
amended as follows:
1. Section 3:
The term of the lease changed from sixty (60) months to sixty-three
(63) months.
2. Section 5(a):
The number of consecutive monthly installments of rent for the
Equipment is changed from sixty (60) months to sixty-three (63) months.
TELECOMMUNICATIONS FINANCE GROUP ATHENA INTERNATIONAL LTD. LIABILITY CO.
DBA ATHENA INTERNATIONAL, LLC
By: By:
---------------------------- ----------------------------------
- -------------------------------- -------------------------------------
Authorized Representative (Name & Title)
Date Signed: 4/14/98 Date Signed: MARCH 2,1998
-------------------- -------------------------
SCHEDULE B
AMENDMENT TO LEASE AGREEMENT DATED October 31, 1996 BETWEEN
TELECOMMUNICATIONS FINANCE GROUP (LESSOR) AND
ATHENA INTERNATIONAL LTD. LIABILITY CO. dba ATHENA INTERNATIONAL, LLC (LESSEE)
FOR EQUIPMENT TO BE INSTALLED IN Los Angeles, CA
A DEPOSIT EQUAL TO 0% OF LESSOR'S VALUE IS REQUIRED BY LESSOR PRIOR TO SHIPMENT,
WHICH WILL BE APPLIED FIRST TO THE FIRST INSTALLMENT OF LEASE RENT AND THEN TO
SUCCEEDING INSTALLMENTS OF LEASE RENT UNTIL FULLY UTILIZED.
IN THE EVENT OF EARLY TERMINATION OF THE LEASE DUE TO DEFAULT BY LESSEE, ANY
UNAPPLIED PORTION OF THE 0% DEPOSIT IS NON.REFUNDABLE AND WILL BE RETAINED BY
Lessor.
IN THE EVENT LESSEE HAS MORE THAN ONE LEASE WITH LESSOR, AN EVENT OF DEFAULT FOR
ONE LEASE WILL, IN ITSELF, BE AN EVENT OF DEFAULT ON ALL OTHER LEASES IN THE
NAME OF THE LESSEE.
TELECOMMUNICATIONS FINANCE GROUP ATHENA INTERNATIONAL LTD. LIABILITYCO.
dba ATHENA INTERNATIONAL, LLC
By: By:
---------------------------- --------------------------------
- -------------------------------- -----------------------------------
Authorized Representative (Name & Title)
Date Signed: 31 January 1997
TFGLNO01
SCHEDULE C
AMENDMENT TO LEASE AGREEMENT DATED October 31, 1996 BETWEEN
TELECOMMUNICATIONS FINANCE GROUP (LESSOR) AND
ATHENA INTERNATIONAL LTD. LIABILITY CO. dba ATHENA INTERNATIONAL, LLC (LESSEE)
FOR EQUIPMENT TO BE INSTALLED IN Los Angeles, CA
LESSEE AFFIRMS TO THE FOLLOWING:
ALL THIRD PARTY VENDOR EQUIPMENT TO BE ADDED TO THE LEASE MUST BE PURCHASED OR
APPROVED BY THE SIEMENS STROMBERG-CARLSON PURCHASING DEPARTMENT.
THE CUMULATIVE TOTAL OF THIRD PARTY VENDOR EQUIPMENT WHICH MAY BE ADDED TO THE
LEASE CANNOT EXCEED 20% OF THE VALUE OF THE EQUIPMENT PROVIDED BY SIEMENS
STROMBERG-CARLSON. THE ONLY THIRD PARTY VENDOR EQUIPMENT WHICH MAY BE ADDED TO A
LEASE ARE APPROVED BILLING EQUIPMENT AND SYSTEMS AND OAS (OPERATOR ASSISTED
SYSTEM) EQUIPMENT. OTHER ITEMS MAY BE ADDED IF THE SIEMENS STROMBERG-CARLSON OCC
SENIOR PROGRAM MANAGER CONFIRMS THAT IT IS NECESSARY AS AN ADDITION TO ONE OF
THE APPROVED SYSTEMS.
AN ADDITIONAL 30% MAY BE AUTHORIZED SUBJECT TO THE FURTHER LIMITATION THAT THE
DOLLAR AMOUNT OF THE ADDITIONAL 30% MAY NOT EXCEED $125,000.00.
A DEPOSIT EQUAL TO 10% OF THE THIRD PARTY VENDOR EQUIPMENT IS REQUIRED BY LESSOR
PRIOR TO ISSUING A PURCHASE ORDER TO THE THIRD PARTY VENDOR. THIS DEPOSIT WILL
BE APPLIED FIRST TO THE FIRST INSTALLMENT OF LEASE RENT IN WHICH THE VENDOR
EQUIPMENT IS INCLUDED, AND THEN TO SUCCEEDING INSTALLMENTS OF LEASE RENT UNTIL
FULLY UTILIZED.
IN THE EVENT OF EARLY TERMINATION OF THE LEASE DUE TO DEFAULT BY LESSEE, ANY
UNAPPLIED PORTION OF THE DEPOSIT IS NON-REFUNDABLE AND WILL BE RETAINED BY
LESSOR.
A 10% FEE WILL BE ADDED TO THE PRICE OF ALL THIRD PARTY VENDOR EQUIPMENT.
THIS EQUIPMENT WILL BE ADDED TO THE LEASE AT THE THEN CURRENT LEASE RATE AS
DETERMINED BY LESSOR.
TELECOMMUNICATIONS FINANCE GROUP ATHENA INTERNATIONAL LTD. LIABILITY CO.
dba ATHENA INTERNATIONAL, LLC
By: By:
---------------------------- --------------------------------
- -------------------------------- -------------------------------------
Authorized Representative (Name & Title)
Date Signed: 31 JAN 1997 Date Signed: 11-5-96
-------------------- ------------------------
TFGLN001
ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC
SITE: LOS ANGELES, CALIFORNIA
LEASE PAYMENTS
ADDENDUM TO LEASE AGREEMENT DATED October 31, 1996 BETWEEN
TELECOMMUNICATIONS FINANCE GROUP AND
ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC
EFFECTIVE JUNE 1, 1997 (60 MONTHLY LEASE PAYMENTS)
ORIGINAL VALUE OF EQUIPMENT $370,908.98
RATE FACTOR PER $1,000 $21.993
ORIGINAL MONTHLY LEASE PAYMENT $8,157.40
EFFECTIVE JULY 1, 1997 (59 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION I $298,421.49
RATE FACTOR PER $1,000 $21.771
ADDITION I MONTHLY LEASE PAYMENT $ 6,496.93
TOTAL MONTHLY LEASE PAYMENT $14,654.33
EFFECTIVE OCTOBER 1, 1997 (56 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION II $185,473.75
RATE FACTOR PER $1,000 $22,664
ADDITION II MONTHLY LEASE PAYMENT $ 4,203.58
TOTAL MONTHLY LEASE PAYMENT $18,857.91
EFFECTIVE DECEMBER 2, 1997 THE LEASE TERM IS EXTENDED FROM 60 TO 63 MONTHS.
EFFECTIVE JANUARY 1,1998 (56 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION III $ 22,777.76
LEASE PAYMENTS ARE AS FOLLOWS:
01/01/98-03/01/98 $ -0-
04/01/98-08/01/2002 $19,401.61
TOTAL VALUE OF EQUIPMENT $877,581.98
===========
SUMMARY OF TOTAL LEASE PAYMENTS: 1 @ $ 8,157.40 = $ 8,157.40
3 @ $ 14,654.33 = $ 43,962.99
3 @ $ 18,857.91 = $ 56,573.73
3 @ $ -0- = $ -0-
53 @ $19,401.61 = $1,028,285.33
--------------
63 $1,136,979.45
ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC
SITE: LOS ANGELES, CALIFORNIA
LEASE PAYMENTS
ADDENDUM TO LEASE AGREEMENT DATED October 31, 1996 BETWEEN
TELECOMMUNICATIONS FINANCE GROUP AND
ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC
EFFECTIVE JUNE 1, 1997 (60 MONTHLY LEASE PAYMENTS)
ORIGINAL VALUE OF EQUIPMENT $370,908.98
RATE FACTOR PER $1,000 $21,993
ORIGINAL MONTHLY LEASE PAYMENT $8,157.40
EFFECTIVE JULY l, 1997 (59 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION I $298,421.49
RATE FACTOR PER $1,000 $21,771
ADDITION I MONTHLY LEASE PAYMENT $ 6,496.93
TOTAL MONTHLY LEASE PAYMENT $14,654.33
==========
EFFECTIVE OCTOBER 1,1997 (56 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION II $185,473.75
RATE FACTOR PER $1,000 $22,664
ADDITION II MONTHLY LEASE PAYMENT $ 4,203.58
TOTAL MONTHLY LEASE PAYMENT $18,857.91
==========
TOTAL VALUE OF EQUIPMENT $854,804.22
===========
SUMMARY OF TOTAL LEASE PAYMENTS:
1 @ $ 8,157.40 = $ 8,157.40
3 @ $ 14,654.33 = $ 43,962.99
56 @ $ 18,857.91 = $1,056,042.96
-------------
60 $1,108,163.35
TEGLA206-6.WPT
ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC
SITE: LOS ANGELES, CALIFORNIA
LEASE PAYMENTS
ADDENDUM TO LEASE AGREEMENT DATED October 3l, 1996 BETWEEN
TELECOMMUNICATIONS FINANCE GROUP AND
ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC
EFFECTIVE JUNE 1, 1997 (60 MONTHLY LEASE PAYMENTS)
ORIGINAL VALUE OF EQUIPMENT $370,908.98
RATE FACTOR PER $1,000 $21,993
ORIGINAL MONTHLY LEASE PAYMENT $8,157.40
EFFECTIVE JULY 1, 1997 (59 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION I $298,421.49
RATE FACTOR PER $1,000 $21,771
ADDITION 1 MONTHLY LEASE PAYMENT $6,496.93
TOTAL MONTHLY LEASE PAYMENT $14,654.33
==========
TOTAL VALUE OF EQUIPMENT $669,330.47
===========
SUMMARY OF TOTAL LEASE PAYMENTS:
1 @ $ 8,157.40 = $ 8,157.40
59 @ $ 14,654.33 = $864,605.47
-----------
60 $872,762.87
DATE: 6-4-97 ACCEPTED BY:
TFGLA206-6.WPT
CERTIFICATE OF DELIVERY AND ACCEPTANCE
Commencement
Date: December 2. 1997
THIS CERTIFICATE OF DELIVERY AND ACCEPTANCE is executed and delivered to
TELECOMMUNICATIONS FINANCB GROUP ("Lessor") by ATHENA INTERNATIONAL LTD.
LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC ("Lessee") pursuant to and in
accordance with the Lease Agreement dated October 31, 1996 between Lessor and
Lessee (the "Lease", the defined terms therein being used herein with their
defined meanings).
I. The Equipment covered by this Certificate consists of the items
described in Schedule I of Exhibit A of the Lease.
2. Lessee confirms that the items of Equipment covered hereby have been
delivered to it in good working order and condition, and have been
inspected and accepted by Lessee as of the Commencement Date set forth
above. Lessee hereby waives any right it may have under Section 2A-517
of the Uniform Commercial Code or otherwise to revoke this acceptance
for any reason whatsoever, including but not limited to, (i) any
assumption by Lessee that a nonconformity would be cured, (ii) any
inducement of acceptance by the Lessor's assurances or any difficulty to
discover a nonconformity before acceptance, or (iii) any Lessor default
under the Lease. Lessee further hereby waives its rights under Sections
2A-401 and 2A-402 of the Uniform Commercial Code to suspend performances
of any of its obligations under the Lease with respect to the Equipment
hereby accepted.
3. Lessee confirms that such items of Equipment have been installed at: 800
West Sixth Street, Los Angeles, California 90017
4. The Lessor's Value of the items of Equipment covered hereby is set forth
in the Schedule I of Exhibit A. Lessee confirms that each installment of
rent payable is as defined by the rental rate factor per thousand
dollars as specified in Section 5 of the Lease.
5. Lessee hereby: (a) confirms that the items of Equipment covered hereby
have been inspected by Lessee, have been delivered in good working order
and condition and are of the size, design, capacity and manufacture
selected by it and meet the provisions of the purchase order(s) with
respect thereto: and (b) irrevocably accepts said items of Equipment
"as-is, where is" for all purposes of the Lease as of the Commencement
Date set forth above and shall pursue remedies to correct deficiencies,
if any, in said items of equipment under the manufacturer's warranty
provisions only.
6. Lessee hereby confirms: (i) that no Default or Event of Default is in
existence as of the Commencement Date set forth above, nor shall any
Default or Event of Default occur as a result of the lease by Lessee of
the Equipment specified here-in; and (ii) that all representations and
warranties of Lessee contained in the Lease or in any document or
certificate furnished Lessor in connection herewith, are true and
correct as of the Commencement Date set forth above with the same force
and effect as if made on such date.
7. Lessee assumes sole responsibility for ensuring that the billing center
can correctly read call records. Lessee's responsibility includes
reading daily, the automatic message/ticketing accounting system and/or
polling systems tape(s) by the billing system to ensure all ticket
information is present, Risk of loss for any revenue or profit
associated therewith passes to Lessee upon cutover of any hardware or
software.
8. Al1 of the terms, provisions and conditions of the Lease are hereby
incorporated herein and made a part hereof as if such terms, provisions
and conditions were set forth in full in this Certificate. By their
execution and delivery of this Certificate, the parties hereto reaffirm
all of the terms, provisions and conditions of the Lease.
IN WITNESS WHEREOF, Lessee has caused this Certificate to be executed by
its duly authorized officer as of the Commencement Date set forth above.
Refer S.O. #ADDITION III/ ATHENA INTERNATIONAL LTD. LIABILITY CO.
EQUIPMENT LIST #TFG-98016 DBA ATHENA INTERNATIONAL, LLC
By:
---------------------------------
--------------------------------------
(Name & Title)
Date Signed:
ACCEPTED BY:
TELECOMMUNICATIONS FINANCE GROUP
AS OF THE 14 DAY OF April 1998.
-- ------ --
By:
-------------------------------
Authorized Representative
SCHEDULE I OF EXHIBIT A
(CERTIFICATE OF DELIVERY AND ACCEPTANCE)
EQUIPMENT DESCRIPTION
The items of personal property to be leased pursuant to this Lease Agreement,
dated as of October 31, I996 between TELECOMMUNICATIONS FINANCE GROUP, as
Lessor, and ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL,
LLC, as Lessee, are described below and in the attached equipment list(s):
Equipment List
Number Description Amount
- ------ ----------- ------
DCO-681161 USED 1152 PORT EQUIPPED AND WIRED $368,950.00
RELEASE 12.1; BASIC SS-7 WITH 800
PORTABILITY; SS-7 SPARES; POWER SYSTEM;
UPGRADE TO RELEASE 14.0; DE-INSTALLAT
CALGARY, PACK; RGL EXPANSION
INCLUDING INSTALLATION
FREIGHT 1,958.98
TFG-97245 ADDITION I 298,421.49
TFG-97278 ADDITION II 185,473.75
TFG-98016 ADDITION III 22,777.76
---------
TOTAL $877,581.98
===========
The above described equipment installed at:
800 West Sixth Street, Los Angeles, California 90017
ACCEPTED BY:
DATE: MARCH 2, 1998
Dated: October 31, 1996
Revised: June 2, 1997
Revised: August 29, 1997
Revised: February 26, 1998
TFGLA206-4.WPT
EQUIPMENT LIST # TFG-98016 DATED: February 26, 1998
COMPANY: ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA
SITE LOCATION: INTERNATIONAL, LLC
LOS ANGELES, CALIFORNIA
ADDITION: III
PART NO./DESCRIPTION QUANTITY AMOUNT-
- -------------------- -------- -------
STN
RESTRUCTURE CHARGES Total $22,777.76
==========
TFGLA206-5.WPT
CERTIFICATE OF DELIVERY AND ACCEPTANCE
CCommencement Date: September 2, 1997
THIS CERTIFICATE OF DELIVERY AND ACCEPTANCE is executed and delivered to
TELECOMMUNICATIONS FINANCE GROUP ("Lessor") by ATHENA INTERNATIONAL LTD.
LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC ("Lessee") pursuant to and in
accordance with the Lease Agreement dated October 31, 1996 between Lessor and
Lessee (the "Lease", the defined terms therein being used herein with their
defined meanings).
1. The Equipment covered by this Certificate consists of the items
described in Schedule I of Exhibit A of the Lease.
2. Lessee confirms that the items of Equipment covered hereby have been
delivered to it in good working order and condition, and have been
Inspected and accepted by Lessee as of the Commencement Date set forth
above. Lessee hereby waives any right it may have under Section 2A-517
of the Uniform Commercial Code or otherwise to revoke this acceptance
for any reason whatsoever, Including but not limited to, (i) any
assumption by Lessee that a nonconformity would be cured, (ii) any
inducement of acceptance by the Lessor's assurances or any difficulty to
discover a nonconformity before acceptance, or (iii) any Lessor default
under the Lease. Lessee further hereby waives its rights under Sections
2A-401 and 2A-402 of the Uniform Commercial Code to suspend performances
of any of its obligations under the Lease with respect to the Equipment
hereby accepted.
3. Lessee confirms that such items of Equipment have been installed at: 800
West Sixth Street, Los Angeles, California 90017
4. The Lessor's Value of the Items of Equipment covered hereby is set forth
in the Schedule I of Exhibit A. Lessee confirms that each installment of
rent payable is as defined by the rental rate factor per thousand
dollars as specified in Section 5 of the Lease.
5. Lessee hereby: (a) confirms that the items of Equipment covered hereby
have been inspected by Lessee, have been delivered in good working order
and condition and are of the size, design, capacity and manufacture
selected by it and meet the provisions of the purchase order(s) with
respect thereto: and (b) irrevocably accepts said items of Equipment
"as-is, where-is" for all purposes of the Lease as of the Commencement
Date set forth, above and shall pursue remedies to correct deficiencies,
if any, in said items of equipment under the manufacturer's warranty
provisions only.
6. Lessee hereby confirms: (i) that no Default or Event of Default is in
existence as of the Commencement Date set forth above, nor shall any
Default or Event of Default occur as a result of the lease by Lessee of
the Equipment specified here-in; and (ii) that all representations and
warranties of Lessee contained in the Lease or in any document or
certificate furnished Lessor in connection herewith, are true and
correct as of the Commencement Date set forth above with the same force
and effect as if made on such date.
7. Lessee assumes sole responsibility for ensuring that the billing center
can correctly read call records. Lessee's responsibility Includes
reading daily the automatic message/ticketing accounting system and/or
polling systems tape(s) by the billing system to ensure all ticket
information is present. Risk of loss for any revenue or profit
associated therewith passes to Lessee upon cutover of any hardware or
software.
8. All of the terms, provisions and conditions of the Lease are hereby
incorporated herein and made a part hereof as if such terms, provisions
and conditions were set forth in full in this Certificate. By their
execution and delivery of this Certificate, the parties hereto reaffirm
all of the terms, provisions and conditions of the Lease.
IN WITNESS WHEREOF, Lessee has caused this Certificate to be executed
by its duly authorized officer as of the Commencement Date set forth above.
Refer S.O. #ADDITION II/ ATHENA INTERNATIONAL LTD, LIABILITY CO.
Equipment List #TFG-97278 DBA ATHENA INTERNATIONAL, LLC
-------------------------------------
(Name &. Title)
Date Signed: 9-8-97
-------------------------
ACCEPTED BY:
TELECOMMUNICATIONS FINANCE GROUP
As OF THE 13 DAY OF October 1997
-- ------- --
By:
----------------------------------
---------------------------------
Authorized Representative
TFGLA206-3.WP'T
SCHEDULE I OF EXHIBIT A
(CERTIFICATE OF DELIVERY AND ACCEPTANCE)
EQUIPMENT DESCRIPTION
The items of personal property to be leased pursuant to this Lease Agreement,
dated as of October 31, 1996 between TELECOMMUNICATIONS FINANCE GROUP, as
Lessor, and ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL,
LLC, as Lessee, are described below and in the attached equipment list(s):
Equipment List
Number Description Amount
- ------ ----------- ------
DCO-681161 USED 1152 PORT EQUIPPED AND WIRED $368,950.00
RELEASE 12.1; BASIC SS-7 WITH 800
PORTABILITY; SS-7 SPARES; POWER SYSTEM;
UPGRADE TO RELEASE 14.0; DE-INSTALL AT
CALGARY, PACK; RGL EXPANSION
INCLUDING INSTALLATION
FREIGHT 1,958.98
TFG-97245 ADDITION I 298,421.49
TFG.97278 ADDITION II 185,473.75
------ ----------
TOTAL $854,804.22
===========
The above described equipment installed at:
800 West Sixth Street, Los Angeles, California 90017
ACCEPTED BY:
-------------------------------
DATE: 9-8-97
---------------------------------
Dated: October 31, 1996
Revised: June 2, 1997
Revised: August 29, 1997
TFGLA206-4.WPT
EQUIPMENT LIST # TFG-97278 DATED: August 29, 1997
COMPANY: ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL,
LLC
SITE LOCATION: LOS ANGELES, CALIFORNIA
ADDITION: II
PART NO./DESCRIPTION QUANTITY AMOUNT
- -------------------- -------- ------
SS-C
DTF-02 960 PORT ADDITION WITH ISDN, PER DCO-710014, ISSUE 2, DATED 06/24/97;
ISDN TRANSPORT SOFTWARE; SERVICE CUA WITH BASIC'S; ISDN SPARE PWBAS; DIU PWBA
(2) INCLUDING INSTALLATION (S.O.#071568) AS FOLLOWS:
MATERIAL 1 LOT $89,242.00
SOFTWARE 1 LOT 10,000.00
INSTALLATION 11,340.00
FREIGHT 3,774.75
REAL TIME ANI FEATURE #823435 (S.O.#071804)
AS FOLLOWS:
SOFTWARE RTU 1 LOT 26,667.00
ONE PAIR OF A-LINKS FEATURE #003069
(S.0.#072727) AS FOLLOWS:
SOFTWARE 1 LOT 6,895.00
SCAT 330.00
RELEASE 15.0 UPGRADE PER DCO.710024, ISSUE 1, DAETD 04/08/97 (S.O.#072810) AS
FOLLOWS:
MATERIAL 1 LOT 25,000.00
INSTALLATION 5,000.00
ONE A LINK PAIR (S.O.#073211) AS FOLLOWS:
SOFTWARE 1 LOT 6,895.00
SCAT 330.00
------
TOTAL $185,473.75
===========
TFGLA206-5.WPT
JUN-26 (THU)97
JUN -25 97 (WED) 20-50 ATHENA INTERNATIONAL TEL:3035950959 P.007
JUN -25 97 (WED) 14-52 SIEMENS INC TEL:816 891 1102 P.002
SIEMENS
Stromberg-Carlson
Installation Site: Los Angeles, CA.
PART NUMBER DESCRIPTION QTY
----------- ------------ ---
ITEM 02
LTR-00
814574-992 MG Service Circuit CUA 1
814574-996 PWBA Mod Group Basic PWBA 1
207600-720 PWBA Guide 1
814742-536 PWBA, DTMF Rec 5
814742-575 PWBA.(1W) DTMF Rec FOC. 3
814571-766 PWBA (1W) Receiver NACT/EVACT - TMF 3
814695-556 PWBA (1W) DTMF Dig. Sender 2
814572-576 PWBA (1W) Dig. Sender TMF 2
NOTE: Requirements for additional Service Circuits are based upon SS7
usage in the office. This CUA could mount in LTF- 00 CUA posn. 01.
ITEM 03
ISDN SPARE PWRAS
817564-046 PWBA (2W) DS-I Power Supply 1
817744-026 PWBA, Div Terminator 1
207630-042 Shield Assembly 1
ITEM 04
ISON PWBA
817742-536 PWBA (2w) DIU
JUN.-25' 97 (WED) 20:50 ATHENA INTERNATIONAL TEL:3035950959 P.005
JUN.-15' 97(WED) 13:27 SIEMENS/SC K CITY TEL:816 891 1101 P.005
SIEMENS
Stromberg-Carlson
Installation Site: Los Angeles, CA
PART NUMBER DESCRIPTION QTY
----------- ----------- ---
ITEM 01
-CMF-00, CCS-02
822068-812 Diag. Grading Panel 1
822003.596A PWBA, (2W)SI HDI 4
822002-526 PWBA, TSI PGH I/F 4
207800-482 Cable Assembly (TSI/PGH) 4
822005-548A PWBA. (2W) TPPO HDI 2
822006-566A PWBA, TPP1 2
822017-556A PWBA, TPP2 2
DTF-02
817577-900A MG Basic DTF Assembly 1
817577-901A MG, DS1 Host CUA 5
817577-902A MG, Basics PWBAs DS1 CUA 5
207600-225A Frame Weldment 1
207800-079A Pkg Assy Front Door Mtg Hardware 1
207800-080A Pkg Assy Rear Door Mtg Hardware 1
207600-158A Door Assembly, Right 110 2
207600-159A Door Assembly, Left 11O 2
817577-920 Cable Tie Assy 6
817560-626A PWBA, (2W) TIF 40
817577-917A MF Fan Assy w/Alarm
JUN.-26' 97 (THU) 12:38 SIEMENS/SC K CITY TEL:
JUN.-25' 97 (WED) 20:50 ATHENA INTERNATIONAL TEL:3035950959 P. 006
JUN.-25' 97 (WED) 13:27 SIEMENS/SC K CITY TEL: 816 891 1101 P. 006
SIEMENS
Stromberg-Carlson
Installation Site: Los Angeles, CA
PART NUMBER DESCRIPTION QTY
----------- ----------- ---
ITEM 01 (Cont.)
DTF-02(cont.)
817743-518 CUA, DIU 1
207800-539 Package Assy. DIU Mtg 1
817564-046 PWBA (2W) DS-I Power Supply 2
817744-026 PWBA Div Terminator 2
207630-042 Shield Assembly 1
817742-536 PWBA (2W) DIU 2
PRT-00
817576-938 Mod Group, Circuit Breaker 2
Miscellaneous
DSX-DRl9 Cross Connect Panel 2
DOC-ADD Additions Documentation 1
ITEM 0lA
ISDN TRANSPORT
827010 ISDN Transport 1
CERTIFICATE OF DELIVERY AND ACCEPTANCE
Commencement Date: June 2, 1997
THIS CERTIFICATE OF DELIVERY AND ACCEPTANCE is executed and delivered to
TELECOMMUNICATIONS FINANCE GROUP ("Lessor") by ATHENA INTERNATIONAL LTD.
LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC ("Lessee") pursuant to and in
accordance with the Lease Agreement dated October 31, 1996 between Lessor and
Lessee (the "Lease", the defined terms therein being used herein with their
defined meanings).
1. The Equipment covered by this Certificate consists of the items
described in Schedule 1 of Exhibit A of the Lease.
2. Lessee confirms that the items of Equipment covered hereby have been
delivered to it in good working order and condition, and have been
inspected and accepted by Lessee as of the Commencement Date set forth
above. Lessee hereby waives any right it may have under Section 2A-517
of the Uniform Commercial Code or otherwise to revoke this acceptance
for any reason whatsoever, including but not limited to, (i) any
assumption by Lessee that a nonconformity would be cured, (ii) any
inducement of acceptance by the Lessor's assurances or any difficulty to
discover a nonconformity before acceptance, or (iii) any Lessor default
under the Lease. Lessee further hereby waives its rights under Sections
2A-401 and 2A-402 of the Uniform Commercial Code to suspend performances
of any of its obligations under the Lease with respect to the Equipment
hereby accepted.
3. Lessee confirms that such items of Equipment have been installed at: 800
West Sixth Street, Los Angeles, California 90017
4. The Lessor's Value of the items of Equipment covered hereby is set forth
in the Schedule I of Exhibit A. Lessee confirms that each Installment of
rent payable is as defined by the rental rate factor per thousand
dollars as specified in Section 5 of the Lease.
5. Lessee hereby: (a) confirms that the items of Equipment covered hereby
have been inspected by Lessee, have been delivered in good working order
and condition and are of the size, design, capacity and manufacture
selected by it and meet the provisions of the purchase order(s) with
respect thereto: and (b) irrevocably accepts said items of Equipment
"as-is, where-is" for all purposes of the Lease as of the Commencement
Date set forth above and shall pursue remedies to correct deficiencies,
if any, in said items of equipment under the manufacturer's warranty
provisions only.
6. Lessee hereby confirms: (i) that no Default or Event of Default is in
existence as of the Commencement Date set forth above, nor shall any
Default or Event of Default occur as a result of the lease by Lessee of
the Equipment specified here-in; and (ii) that all representations and
warranties of Lessee contained in the Lease or in any document or
certificate furnished Lessor in connection herewith, are true and
correct as of the Commencement Date Set forth above with the same force
and effect as if made on such date.
7. Lessee assumes sole responsibility for ensuring that the billing center
can correctly read call records. Lessee's responsibility includes
reading daily the automatic message/ticketing accounting system and/or
polling systems tape(s) by the billing system to ensure all ticket
information is present. Risk of loss for any revenue or profit
associated therewith passes to Lessee upon cutover of any hardware or
software.
8. All of the terms, provisions and conditions of the Lease are hereby
incorporated herein and made a part hereof as if such terms, provisions
and conditions were set forth in full in this Certificate. By their
execution and delivery of this Certificate, the parties hereto reaffirm
all of the terms, provisions and conditions of the Lease.
IN WITNESS WHEREOF, Lessee has caused this Certificate to be executed
by its duly authorized officer as of the Commencement Date set forth above.
Refer S.O. #ADDITION I/ ATHENA INTERNATIONAL LTD. LIABILITY CO.
EQUIPMENT LI ST #TFG-97245 DBA ATHENA INTERNATIONAL, LLC
By:
---------------------------------
------------------------------------
(Name & Title)
Date Signed: 6-4-97
------------------------
ACCEPTED BY:
TELECOMMUNICATIONS FINANCE GROUP
AS OF THE 11 DAYOF JULY 1997
-- --------- --
By:
---------------------------------
Authorized Representative
TFGLA206-3.WPT
SCHEDULE 1 OF EXHIBIT A
(CERTIFICATE OF DELIVERY AND ACCEPTANCE)
EQUIPMENT DESCRIPTION
The items of personal property to be leased pursuant to this Lease Agreement,
dated as of October 31, 1996 between TELECOMMUNICATIONS FINANCE GROUP, as
Lessor, and ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL,
LLC0 as Lessee, are described below and in the attached equipment list(s):
Equipment List
Number Description Amount
------ ----------- ------
DCO-681161 USED 1152 PORT EQUIPPED AND WIRED $368,950.00
RELEASE 12.1; BASIC SS.7 WITH 800
PORTABILITY; SS.7 SPARES; POWER SYSTEM;
UPGRADE TO RELEASE 14.0; DE-INSTALLAT
CALGARY, PACK; RGL EXPANSION
INCLUDING INSTALLATION
FREIGHT 1,958.98
TFG-97245 ADDITION I 298,421.49
-----------
TOTAL $669,330.47
===========
The above described equipment installed at:
800 West Sixth Street, Los Angeles, California 90017
ACCEPTED BY:
--------------------------
DATE: 6-4-97
----------------------------------
Dated: October 31, 1996
Revised: June 2, 1997
TFOLA2064.WPT
EOUIPMENT LIST # TFG-97245 DATED: June 2, 1997
COMPANY: ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA
INTERNATIONAL, LLC
SITE LOCATION: LOS ANGELES, CALIFORNIA
ADDITION: I
PART NO. /DESCRIPTION QUANTITY AMOUNT
--------------------- -------- -------
SS-C
A FULLY EQUIPPED DTF-02 FRAME
(1152 PORTS) PER DCO-681162,
ISSUE I, DATED 09/17/96 (S.O.#071175)
AS FOLLOWS:
MATERIAL 1 LOT $72,307.00
INSTALLATION 10,200.00
FREIGHT 24.05
765 AMP HOUR BATTERY PART #4.DAV85.19
WITH 1200 AMP HOUR CHARGER PER DCO-
7I0000, ISSUE 01, DATED 10/28/96;
2 EJH PROCESSORS; 1 SPARE EJH PROCESSOR;
200 AMP DISTRIBUTION PANEL WITH BUS BAR,
CABLES AND 10.10 AMP BREAKERS
(S.O.#071800) AS FOLLOWS:
MATERIAL I LOT 52,773.00
INSTALLATION 12,200.00
FREIGHT 895.48
A HENDRY FUSE PANEL PER DCO-710009, ISSUE 02, DATED 12/06/96 (S.O.#071983)
AS FOLLOWS:
MATERIAL 1 LOT 1,732.00
INSTALLATION 2,200.00
FREIGHT 78.50
THIRD PARTY VENDOR- ACTION TELCOM
PRIMARY SYSTEM; SECONDARY SYSTEM; AVAS
SYSTEM; TCP/P PACKAGE; NETPLAN PACKAGE;
REMOTE COMMUNICATIONS PACKAGE; BASIC
AGGRAGATOR PACKAGE; INSTALLATION;
TRAINING (SEE ATTACHED EQUIPMENT LIST) 1 LOT 111,650.00
THIRD PARTY VENDOR TELLABS
81.2571/32MS T 1 ECHO CANCELLER 8 17,655.00
FREIGHT 8.58
81.0257D/23" ECHO CANC MTG ASSY 1 836.00
FREIGHT 11.88
THIRD PARTY VENDOR - TTC
EQUIPMENT AS FOLLOWS: 1 LOT 15,807.00
CENTRAL OFFICE TESTING PKG, S/N 10347 1
RACK MOUNT, 19", 1402 1
RACK MOUNT (19") FOR 41934 1
CABLE - BANTAM TO BANTAM 10' 4
FREIGHT 43.00
-----
TOTAL $298,421.49
===========
TFGLA206-5.WPT
SIEMENS
Stromberg-Carlson
INSTALLATION SITE : LOS ANGELES, CA
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
ITEM 01
DTF-01
817577-900 Frame M/G 1
817577-901 MG, DS-1 Host CUA 6
817557-902 MG, DS-1 Basic PWBA's 6
207600-225 Frame Weldment 1
207800-079 Package Assembly Front Door Mtg Hdw 1
2078(X)-080 Package Assembly Rear Door Mtg Hdw 1
207600-158 Door Assembly, Right !/O 2
207600-159 Door Assembly, Left FO 2
207600-721 PWBA Guide 6
817560-606 PWBA, T1 Interface 48
817577-917 MG Blower w/Fan Alarm, Base 1
CMF-O0, CCS-01
822068-811 Diag. Grading Panel 1
822003-596A PWBA, (2W) TSI HDI 4
822002-526 PWBA, TSI PGH I/F 4
207800-482 Cable Assembly (TSI/PGH) 4
822005-546A PWBA, (2W) TPP0 HDI 2
822006-566A PWBA, TPP1 (For Addition) 2
822017-556A PWBA, TPp2 (For Addition) 2
681162CA/1: 09/17/96 -1-
SIEMENS
Stromberg-Carlson
INSTALLATION SITE: LOS ANGELES, CA
PART NUMBER DESCRIPTION QTY
----------- ----------- ---
ITEM 01 ( cont.)
PRT-O0
817576-938 Mod Group, Circuit Breaker 2
Miscellaneous
DSX-DR19 Cross Connect Panel 2
DOC-ADD Additions Documentation I
681162CA/1: 09/17/96 - 2 -
SIEMENS
Stromberg-Carlson
INSTALLATION SITE: LOS ANGELES, CA
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
ITEM 01
Miscellaneous
203352-600 OEM Equipment, Fuse Panel 1
020785-086 100' Red Power Cable 1
020785-065 100 Black Power Cable 1
Documentation
DOC-ADD Additions Documentation 1
NOTE: The ADC Cross Connect Panel and Hendry Fuse Panel must be ordered for 23' mounting.
710009CA/2: 12/06/96 -2
ACTION TELCOM
EQUIPMENT LIST AND WARRANTY INFORMATION ON NAMS SALE
CUSTOMER: ATHENA PROJECT CODE: 9205
BUSINESS OFFICE ADDRESS:
BUSINESS OFFICE PHONE#: VOICE: ( ) FAX: ( )
SITE LOCATION: Los Angeles
SITE ADDRESS.. 800 W. 11th St. Ste 380, Los Angeles, CA, 10017
SITE PHONE#: VOICE: (213)622-4977 FAX: ( ) NAMS: ( )
SWITCH TECH: Wayne Carey
SYSTEM NAME:
PURCHASE DATE: STARTUP DATE: WARRANTY END DATE:
PRIMARY SYSTEM EQUIPMENT: Name: Password:
-----------------------------------------------------------------------------------------------------------------------------------
Key Make Model # Serial # I/O IRQ ADDR STK
-----------------------------------------------------------------------------------------------------------------------------------
PC ACER 9000 P/N 91AA984003 1900047309
KB ACER PS2 6311 -k K6367171828P
MON ACER 34T UVGA 7134T M3TP64711536
VC AII Built In MacH64 215CT22200 9
HDC Adaptec Built In_ AIC-7880P 722511 8400 11
HDC MYLEX DAC60PL 982139 8000 10 PCISLOT-1
HD IBM 4gig Channel-1 7407005 M1AG3B59925 Mdac id=O Tray-1 F/W
HD IBM 4gig Channel-2 DCAS-34330 B3A14326 mdac id=O Tray-5 F/W
MD IBM--4gig Channel-2 DCAS-34330 B3A14421 Mdac id=l Tray-6 F/W
FD Mitsumi (1.44) D359T5 3542754 3f2 6
TD Tandberg TDC-4222 42223862 alad id=2 5-gig
SL1 Digi Host AD 09527155 F0000000
SL1 Digi Conc. (1P) 50000585 S) E7702756 16-port DB-25
X25 SWG SGX 011311 300 15 D0000
PRN Epson LP-870 40Ul119747 3bc 7 /dev/1po
NET 3COM 3C590 6GF14D256E 7000 14 PCISLOT-3
SER ACER Built In comI 3f8 4
SER ACER Built In com2 3be 3
CD NEC CDR-222 5Z000214322 mdac id=5
DIA AVAS D/21D CG030890 5 D2000
P/S DELTA DPS-35OEB Y2613001392 352-watts
I/P Address= 206.142.142.97
MEMORY- 64 meg
SPEED= 166 Mhz INITIAL
SOFTWARE
Key Make Licence Number Licence Code Licence Data Registration Key
- --- ---- -------------- ------------ ------------ ----------------
OS SCO Openserver
Enterprise sys 2DL091048 qwwncovwn ezwzckaosk
OS SCO Advanced
FILE&Print 2DL090568 qonorjmm k0;ul;mpyb07k hhosbhoebh
OS SCO Openserver
User License 2DL083104 qzwdzhfc g0;k;ul0;msml F48 ezwzckaOSk
SOFTWARE:
Key Make Serial # Activation Key # Version
- --- ---- -------- ---------------- -------
NAMS ATC NAMS II
X25 Netcom II net26414 D094339ff 4.5.4
COMM Term CSU152134U3 gbldbich 6.2
DB Foxpro 2.60
SECONDARY SYSTEM EQUIPMENT: Name: Password:
Key Make Model Serial I/O IRQ ADDR STK
--- ---- ----- ------ --- -------- ---
PC ACER 2133 1900054811
KB ACER 6311-K K6367031462P
MON ACER 7134T M3TP64712500
VC Built In
HDC Adaptec Built In 7400 11
HD IBM 2-gig DAC32160 11546H6125ZlH000001585 id=0
FD Mitsumi (1.44) D359T5 6K17MT0652 3f2 6
TD Tandberg 4220 4226686
X25 SWG SGX D01307 300 15 D0000
NET 3COM 3C590 6GF1657997 7000 14
PRN 7 /dev/7p0
SER ACER Built In com1 3f8 4
SER ACER Built In com2 2f8 3
I/P ADDRESS= 206.142.142.96
MEMORY= 16 meg
SPEED= 133 mhz
SOFTWARE:
Licence License Registration
Key Make License Number Code Data Key
- --- ---- -------------- ------ ------ ------------
OS SCO OpenServer 2DL085640 kybwynit xzxzeqhghj
Enterprise Sys
OS SCO Advanced
File & Print 2DL085160 gwrqfqor k0;ul;mP8anw4 gttttqqobj
OS SCO OpenServer 2DL089298
User License qbwdzhkx g0;k;ul0;ml4p gbhqqaakjj
zdx
SOFTWARE:
Key Make Serial # Activation Key # Version
- --- ---- -------- ---------------- -------
NAMS ATC NAMS II
X25 Netcom II net26410 N901208fc 4.5.4
COMM Term CSU151463U3 nghehjak 6.2
COMMUNICATIONS EQUIPMENT:
Key Make Model # Serial #
- --- ---- ------- --------
DSU DDC VRT-1 (Stat-Mux) 628439 (switch)
DSU DDC VRT-1 (Stat-Mux) 628444 (billing office)
EASY BRIDGE 3000 9604AF6222 (switch)
EASY BRIDGE 3000 9606AF7075 (billing office)
Modem Multitec MT1932ZDX (Primary) 4797703
Modem Multitec MT1932ZDX (Secondary) 4724938
CERTIFICATE OF DELIVERY AND ACCEPTANCE
Commencement Date: May 2,1997
THIS CERTIFICATE OF DELIVERY AND ACCEPTANCE is executed and delivered to
TELECOMMUNICATIONS FINANCE GROUP ("Lessor") by ATHENA INTERNATIONAL LTD.
LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC ("Lessee") pursuant to and In
accordance with the Lease Agreement dated October 31, 1996 between lessor and
Lessee (the "Lease", the defined terms therein being used herein with their
defined meanings).
1. The Equipment covered by this Certificate consist of the item described
in Schedule 1 of Exhibit A of the Lease.
2. Lesseeconfirms that the items of Equipment covered hereby have been
delivered to it in good working order and condition, and have been and
accepted by Lessee as of the Commencement Date set forth above. Lessee
hereby waives any right it may have under Section 2A-517 of the Uniform
Commercial Code or otherwise to revoke this acceptance for any reason
whatsoever, including but not limited to, (1) any assumption by Lessee
that nonconformity would be cured (ii) any inducement of acceptance by
the Lessor's assurances or any difficulty to discover a nonconformity
before acceptance, or (iii) any Lessor default under the lease. Lessee
further hereby waives its rights under Sections 2A-40I and 2A-402 of the
Uniform Commercial Code to suspend performance of any of its obligations
under the Lease with respect to the Equipment hereby accepted.
3. Lessee confirms that such items of Equipment have been installed at: 800
West Sixth Street, Los Angeles, California 90017
4. The Lessor's value of the Items of Equipment covered hereby Is set forth
in the Schedule 1 of Exhibit A. Lessee confirms that each installment of
rent payable Is as defined by the rental rate factor per thousand
dollars as specified In Section 5 of the Lease.
5. Lessee hereby: (a) confirms that the items of Equipment covered hereby
have been Inspected by Lessee, have been delivered in good working order
and condition and are of the size, design, capacity and manufacture
selected by it and meet the provisions of the purchase order(s) with
respect thereto: and (b) irrevocably accepts said items of Equipment
"as-is, where-is" for all purposes of the Lease as of the Commencement
Date set forth above and shall pursue remedies to correct deficiencies,
if any, in said items of equipment under the manufacture's warranty
provisions only.
6. Lessee hereby confirms: (i) that no Default or Event of Default is in
existence as of the Commencement Date set forth above, nor shall any
Default or Event of Default occur as a result of the lease by Lessee of
the Equipment specified herein; and (ii) that all representations and
warranties of Lessee contained in the Lease or in any document or
certificate furnished Lessor In connection herewith, are true and
correct as of the Commencement Date set forth above with the same force
and effect as if made on such date.
7. Lessee assumes sole responsibility for ensuring that the billing center
can correctly read call records. Lessee's responsibility Includes
reading daily the automatic message/ticketing accounting system and/or
polling systems tape(s) by the billing system to ensure all ticket
information is present. Risk of loss for any revenue or profit
associated therewith passes to Lessee upon cutover of any hardware or
software.
8. Ail of the terms, provisions and conditions of the Lease are hereby
incorporated herein and made a pan hereof as if such terms, provisions
and conditions were set forth in full in this Certificate. By their
execution and delivery of this Certificate, the parties hereto reaffirm
all of the terms provisions and conditions of the Lease.
IN WITNESS WHEREOF, Lessee has caused this Certificate to be executed by
its duly authorized officer as of the Commencement Date set forth above.
Refer S.O.# 069312/071174 ATHENA INTERNATIONAL LTD. LIABILITY CO.
DBA ATHENA INTERNATIONAL LLC
By:
-----------------------------------
-----------------------------------
(Name & Title)
Date Signed: 5-27-97
-------------------------
ACCEPTED BY:
TELECOMMUNICATIONS FINANCE GROUP
AS OF THE 11 DAY JULY 1997
By:
-----------------------------------
-----------------------------------
Authorized Representative
TF-GLN008-3.WPT
SCHEDULE 1 OF EXHIBIT A
(CERTIFICATE OF DELIVERY AND ACCEPTANCE)
EQUIPMENT DESCRIPTION
The items of personal property to be leased pursuant to this Lease Agreement,
dated as of October 31, 1996 between TELECOMMUNICATIONS FINANCE GROUP, as
Lessor, and ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL,
LLC, as Lessee, are described below and in the attached equipment list(s):
Equipment List
Number Description Amount
------ ----------- ------
DCO-681161 USED 1152 PORT EQUIPPED AND WIRED $368,950.00
RELEASE 12. I; BASIC SS-7 WITH 800
PORTABILITY; SS-7 SPARES; POWER SYSTEM;
UPGRADE TO RELEASE 14.0; DE-INSTALL AT
CALGARY, PACK; RGI EXPANSION
INCLUDING INSTALLATION
FREIGHT 1,958.98
------------
TOTAL $370,908.98
===========
The above described equipment installed at:
800 West Sixth Street, Los Angeles, California 90017
BY:______________
DATE: 5-27-97
------------
SIEMENS
Stromberg-Carlson
Installation Site: Los Angeles, CA
PART NUMBER DESCRIPTION QTY
----------- ----------- ---
` ITEM 01
Switching Equipment
Line Trunk Frame (LTF)
OCCSLTFFRM Line Trunk Frame 1
814742-566 Diagnostic Test Gert/Monitor 1
LTFDOORS LTF Doors, Front & Rear 1
LINGRPCUA Line Group CUA (LTF) 1
SLTFUTSCUA TrldSvc Ckt CUA Grp 1
SLTFUSCUA Svc Ckt CUA Grp 4
814571-706 Digital TMF Rcv.(2/PWBA) 19
814572-576 Digital Sender (TMF/SATT) 6
814695-556 Digital DTMF Sender 6
81464.3-596 Digital DTMF Receiver 23
814742-576 (FOC) Digital DTMF Receiver 4
814574.936 2-Wire E&M Trunk PWBA 2
814574-932 Loop Trunk, Reverse Bart PWBA 1
Digital Trunk Frame (DTF)
OCCSDTFFRM Digital Trunk Frame 1
DTFDOORS DTF Doors, Front & Rear 1
SDSIHSTCUA DS1 Host Ckt CUA 6
817560-626A T1 Interface PWBA 48
817577-917A Blower Assembly w/fan Alarm 1
68116ICA/I : 09/17/96 - 1 - Initial
SIEMENS
Stromberg-Carlson
INSTALLATION SITE: LOS ANGELES, CA
ITEM 01
PART NUMBER DESCRIPTION QTY
----------- ----------- ---
Switching Equipment
Control & Maintenance Frame (CMI)
SCMFOCC12.1 Control & Maint Frame OCC 12.1 1
CMFDOORS CMF Doors, Front & Rear 1
822068-819 DLI Transfer 1
814635-086 PWBA Ring (N+I) 1
814721-666 Serial Line Unit PWBA 1
822010-676 Disk Drive Assy 2
822010-656 Tape Drive 1
817702-556 Traffic Measurement/Rec 1
817620-556 MSA PWBA 1
814727-626 J2 Maintenance Processor 1
822010-606 Power & Alarm PWBA 1
817680-606A BMUX PWBA 1
827777-606A DLI-II 1
TSIPWB17 TSI PWBA 4
822702-536A PXAM II - 4MB 2
. 822727-696A J-Processor (SMB) 2
814770-656 PXA Memory PWBA 1/Mbyte 1
TPPOPWB17 TPP PWBA (Sectors 0, 1) 1
OCCSNCS Sync Network Clock (Slave) 1
822718-596 Feature Processor (PWBA) 2
814095-626 Service Group Diag PVVBA 1
68t 161CMl: 09117/96 - 2 -
SIEMENS
Stromberg-Carlson
INSTALLATION SITE: LOS ANGELES, CA
ITEM 01
PART NUMBER DESCRIPTION QTY
----------- ----------- ---
Switching Equipment
Control & Maintenance Frame (CMF) (CON'T)
OCCTAPE Tape Control PWBAs 1
814722-216A RS232 Interface Module 7
Power & Test Frame (PRT)
SPRTFOCC12.1 Power Ringing & Tst Fr OCC12.1 1
PRTDOORS PRT Doors, Front & Rear 1
817576-938 Circuit Breaker 100 Amp 7
814475-036 Alarm Sender PWBA 1
817576-912 Basic Cabinets & MTG for N+I) 1
814629-904 Ringing Generator (20 Hz) 1
817576-934 200VA DC/AC Non-Redund Invtr 1
814215-820 Cook 4 Chan Announcer (NT5M) 1
203352-681 4 Channel Announcer 1
Automatic Message Accounting
SAMAFRM AMA Frame 1
AMADOORS AMA Doors Rear 1
814421-908 Cook 1600 BPI Tape Drives (2) 2
814421-909 Cook 1600 BPI Strapping 2
681161CA/1 : 09/17/96 - 3 -
SIEMENS
Stromberg-Carlson
INSTALLATION SITE: LOS ANGELES, CA
ITEM 01
PART NUMBER DESCRIPTION Qty
----------- ----------- ---
Switching Equipment
Miscellaneous
4-24419-0290 DSX PnI-ADC DSX-DR 19 w/cord 2
PJ716 Bantam Patch Cord 8
2200B Channel Access Unit 1
203352-645 9600 Full Duplex Modems 1
202975-592 7'x 19" Relay Rack 1
207800-284 Installation Material 1
200110-119 Fuse 1 1/3 amp 20
200110-129 Fuse 3 amp 10
200110-429 Fuse 10 amp 5
200110-139 Fuse 5 amp 10
SD0000 Std System Documentation 1
D0001 Specifications, Paper 2
D0002 Site Drawings, Paper 2
203352-600 Hendry Filtered Fuse Panel 1
207630-911 Modem Eliminator OCC 2
207630-901 PKG Assy/Modem Eliminator 4
Superstructure & Cabling 1
Battery Distribution Frame
814053-O43A 7ff Batten Discharge Frame 1
207521-733 Shield 1
681 ]61CA/I' 07/17/06 -4- Initial
SIEMENS
Stromberg-Carlson
INSTALLATION SITE: LOS ANGELES, CA
ITEM 01
PART NUMBER DESCRIPTION QTY
----------- ----------- ---
Switching Equipment
Power Equipment
Customer Supplied
Distribution Frame Equipment
5065-8 Term Blocks Newton 8 x 26 4
5054 Newton Bracks (1 per 2 blks) 2
Maintenance & Administration Equipment
202958-464 Tape Cartridge 1
203352-608 Arrow Tape Drive Cleaning Kit 1
203352-283 Genicom 2120 Keyboard/Printer 1
7271-964 Box, Teleprinter Paper 1
681161CA/I : 09/17/96 - 5 - Initial
SIEMENS
Stromberg-Carlson
INSTALLATION SITE: LOS ANGELES, CA
ITEM 01
PART NUMBER DESCRIPTION QTY
----------- ----------- ---
Spare Circuit Packs
200110-099 Fuse 1/2 Amp 1
207630-042 Power Supply Shield 1
555020-125 Fuse, 3AG, 3A 1
555366-001 Switch, SPST 1
814288-526 Tape Diagnostic PWBA 1
814291-546 Tape Motion Cont PWBA 1
814298-526 Tape Buffer PWBA 1
814439-056 PGC-I PWBA 1
814440-O76 PGC-2 PWBA 1
814441-056 MUX/DEMUX PWBA 1
814462-036A Power Supply PWBA 1
814463-026A Power Supply PWBA 1
814539-026 CMOS Codec Comm. PWBA 1
814727-626 J2 Maintenance Processor 1
817113-086 Power Supply PWBA 1
817524-066A LTC Interconnect PWBA 1
817560-626A T1 Interface PWBA 1
817561-526 T1 I/F Control 1 PWBA 1
817562-566 T1 I/F Control 2 PWBA 1
817564-026A Power Supply PWBA 1
817581-026 DS1 Terminator PWBA 1
817702-556A TMRS Processor 1
822010-656 Tape Drive 1
681161CA/I : 09/17/96 -6- Initial
SIEMENS
Stromberg-Carlson
INSTALLATION SITE: LOS ANGELES, CA
ITEM 01
PART NUMBER DESCRIPTION QTY
----------- ----------- ---
Spare Circuit Packs (Cont.)
822010-666 Tape Drive PWBA 1
822015-536 Clock Generator (SNC) PWBA 1
822024-036A Power Monitor PWBA 1
822033-596A MCG - II PWBA 1
822034-536A Master Clock Dist PWBA 1
822289-566A TBI II PWBA 1
822723-556A Data Link III PWBA 1
822726-526A HD MSA/SL PWBA 1
822010-606A MSDA Pwr & Alarm 1
822010-636 Disk Drive Assy 1
822222-606A DLl-II 1
Software Features
999948 OCC Basic Features Package 1
011219 Trunks Automatic Routine Testing 1
011289 Out of Svc Limit for Server Grp. Eq. 1
012970 Glare Guard 1
018000 Paginated Print-out 1
026609 Route Treatment Expansion 1
053140 Alarm Repeat Notification 1
053150 Alarm LSSGR Compliant 1
053770 Alarm Spurt Alarm During Transfer 1
056519 Automatic Switch-Over 1
- 7 -
INSTALLATION SITE: LOS ANGELES, CA
DESCRIPTION QTY
----------- ---
ITEM 02 SS7 HARDWARE & SOFTWARE
822057-526 Signalling System Controller 2
822055-536 Communication Link Controller 2
814742-586 Continuity Test PWBA 3
822723-556 Data Link III 2
003009 Common Channel Signaling System 1
003019 Service Switching Point 1
003069 CCS7 Link Pair Software 1
ITEM 02A SS7 SPARES
822057-526 Signalling System Controller 1
822055-536 Communication Link Controller 1
ITEM 03 "A" LINKS
003069 CCS7 Link Pair Software 1
ITEM 04 Power Equipment
2029750593 7' x 23" Relay Rack 1
DDV85-19 Exide DD Battery 765 AH 1
203352-588 Charger/Lorain/200A RHM200D50 2
ITEM 05
Upgrade to Release 14.0 1
ITEM 06
De-Install at Calgary, pack 1
681161CA/1 : Q9/17/96 - 20 - Initial
EXHIBIT B
SOFTWARE LICENSE AGREEMENT
Lessee (hereinafter referred to as "Licensee") will acquire under lease
certain Siemens Stromberg-Carlson (hereinafter referred to as "Licensor")
products the "Designated Product"(defined below), which utilizes the "Software
Product" In the operation of the Designated Product. The Software Product is
furnished pursuant to the following terms and conditions.
1. DEFINITIONS
In addition to definitions contained elsewhere herein, certain terms
shall have meanings as follows:
1.1 "Affiliate" means any other entity directly or indirectly
controlling controlled by a Party hereto or directly or indirectly
controlled by a parent entity In common with such party. Control
means the ownership of at least fifty (50) percent of the voting
fights in such entity. And, as to Licensor, Includes the partners
comprising it and their Parents, subsidiaries and subsidiaries of
each parents.
1.2 "Designated Product" means the Siemens Stromberg-Carlson equipment
supplied to the Licensee under a lease of which this Software
License Agreement forms a part.
1.3 "Modification" means any change to the Software Product.
1.4 "Modification Grant-Back Rights" means royalty-free, worldwide
non-exclusive rights to make, have made, license (including
disposi- ion to an end user) and use under copyrights to software,
patents, copyrights to firmware and Semiconductor mask
registration fights in and to Modifications and to make derivative
works with the sight to sub-license to Affiliates (such sublicense
to survive any subsequent termination of the affiliation).
1.5 "Software Product" means the software computer program, including
activated and non activated features, which is provided for use In
the operation of the Designated Product and which Includes the
following materials: (i) a set of machine readable computer
program instructions recorded on magnetic tape or other storage
media; (ii) a source code listing of the data base portion (if
any) of the computer program instructions, augmented by the
programmer's annotations; (iii) all releases, issues or short
sequences of computer program instruction modifications
("patches") furnished by Licensor to the Licensee as a replacement
for, or for the modification of, previously furnished materials;,
(iv) all derivative works or Modifications, by whomever made, of
any of the foregoing; and (v) all copies of any of the foregoing,
in whole or in pan, by whomever made.
2. LICENSE GRANT
In consideration of the right-to-use fee stated in the Licensor's invoice for
the Designated Product, the Licensor grants for as long as Licensee or its
authorized assignee uses the Designated Product in the manner provided below,
and the Licensee accepts, an indivisible, non-exclusive and non transferable
(except as provided in Section 2.1) license in each Software Product furnished
hereunder to use the Software Product, less the non-activated features, only on
the Designated Product for the sole purpose of operating the Designated Product
as a public telecommunications switching system subject to the following
conditions.
2.1 The Licensee Agrees: (i) to limit its use of each Software Product
solely to the operation of the Designated Product on which it was
originally installed and no other purpose: (ii) to limit its
making of copies of the Software Product, in whole or in part, to
copies reasonably necessary for the operation of the Designated
Product and for archival purposes and shall make none other;,
(iii) to reproduce all proprietary notices, including the
copyright notices of the Licensor, which appear on or are encoded
within the Software Product in the form or forms in which the
Software Product is received from the Licensor, upon all copies,
derivative works or other modifications which the Licensee shall
make; (iv) that the Software Product (physical materials,
including all copies by whomever made) shall be the property of
the Licensor;, (v) not to do, cause or Permit to be done, anything
to activate any of the subsisting non-activated computer
instruction steps therein; (vi) not to, nor attempt to, decompile
or reverse assemble all or any portion of the Software Product,
nor shall it authorize or Permit any others to do so: and vii)
that the Software Product is the proprietary material of Licensor
and Licensee shall keep the Software Product confidential, treat
it as it does its own proprietary materials and disclose it only
to its employees that have a need to know and third Parties who
are needed to maintain the Designated Product provided such third
Parties have agreed in writing to keep the Software Product
confidential.
2.2 Licensor reserves to itself the exclusive fight to cause the
subsisting non-enabled program instruction steps to be activated
(by the issuance under this License of a version of Software
Product having the applicable additional computer instruction
steps enabled) pursuant to standard fight to use software license
upgrade fees or, in the absence of a Standard upgrade fee, for an
upgrade fee to be negotiated
2.3 As an additional fee required hereunder for the Software Product,
the Licensee shall further pay to the Licensor any state or local
taxes, however designated, levied against and Paid by the
Licensor, based upon this transaction or based upon Licensor's or
the Licensee's interests in the Software Product, including sales,
privilege, use, personal, property or intangible property taxes,
exclusive. however, of taxes based upon net income.
2.4 Notwithstanding any other provision hereof, in the event Licensor
develops or makes, or has developed or made, Modification(s) to
the Software Product which represent, in Licensor's sole judgment,
value added to the Designated Product or which represent art
improvement of performance of the Designated Product, the Licensor
reserves the fight to market the Modification(s) as a separate
offering requiting payment of an additional right-to-use fee and
which, at the Licensor's option, may require the Licensee to
execute a new Software License Agreement.
TFGLNOOI INITIAL
2.5 The Licensee hereby grants and agrees to grant to the Licensor.
to the extent it lawfully may, Modification Grant. Back Rights
related to any development, whether made by the Licensor.
Licensee or agents of the Licensee, of all or any portion of any
software Product furnished hereunder pursuant to any request or
specifications by the Licensee for a design different from
Licensor's design, and regardless of whether or not the Licensee
has compensated the Licensor for its performance of such
development. Title to patents. copyrights, trade secrets and mask
registrations developed by Licensor, pursuant to any request or
specification by the Licensee, and regardless of whether the
Licensee has compensated the Licensor for its performance of such
development, shall vest in Licensor. Licensee, however, shall
receive a royalty free license of the same scope as this Software
License Agreement to the results of such development.
2.6 The Licensee shall not merge any Software Product with other
software computer program materials to form a derivative work or
otherwise make Modifications or alter a Software Product In any
manner whatsoever.
2.7 The Licensee agrees that any communication or other disclosure of
Information it makes to the Licensor related to a
request/specification for any Modification to Licensor's design of
the Software Product shall be made upon a non-confidential base
without any manner of restriction of the Licensor in its use or
dissemination of received Information.
2.8 The Licensor or the Licensee shall have the right to terminate
this License la the event of any default by the other party which
the defaulting party fails to correct within a period of sixty
(60) days after the receipt of notice thereof from the
non-defaulting party. or immediately and without notice In the
event that any bankruptcy arrangement for the benefit of creditors
or Insolvency proceedings are commenced by or against the
Licensee, or in the event of the appointment of an assignee for
the benefit of creditors or a receiver of the Licensee or its
properties. However. in the event at the time the Licensor shall
be entitled to exercise the foregoing right to immediately and
without notice terminate this License, and such termination would
cause interruption of service to govern- mentually franchised
telephone common carrier subscribers, the Licensor agrees in good
faith (but with due regard to the protection of licensed
interests) to provide its best efforts to cooperate with the
enfranchising authority to avoid disruption of such services. No
termination hereunder shall prejudice any of the non-defaulting
party's fights arising prior thereto or shall limit in any way the
other remedies available to the non-defaulting party.
2.9 Upon cessation of use of the Designated Product, the Licensee
shall, as instructed by the Licensor, either return the Software
Product to the Licensor or destroy the Software Product.
2.10 Should any obligation of either party under this License be found
illegal or unenforceable in any respect, such illegality or
unenforceability shall not affect any other provision of this
License, all of which shall remain enforceable in accordance with
their terms. Should any obligations of either party under this
License be found Illegal or unenforceable by reason of being
excessive in extent or breadth with respect to duration, scope or
subject matter, such obligations shah be deemed and construed to
be reduced to the maximum duration, to the end that such
obligations shall be and remain enforceable to the maximum extent
allowable.
2.11 Any notice or other communication required or permitted to be made
or given hereunder to either party hereto shall be sufficiently
made or given on the date of mailing, if sent to such party by
certified mall, return receipt requested, postage prepaid,
addressed to it at its address set forth in this Agreement.
2.12 The Licensee's fights hereunder are assignable, but only as part
of a transaction in which ownership of the Designated Product is
transferred to an Affiliate of Licensee or as part of a sale or
transfer of substantially all of the assets of Licensee. It is
agreed that as a condition to the exercise of the Licensee's fight
to assign this License, the Licensee shall have previously
obtained and provided to Licensor a written assignment in which
the assignor identifies and incorporates by reference this License
and intermediate assignments prior to any physical transfer or
Turnover of the Software Product to such assignee.
3. PATENT OR COPYRIGHT OR TRADEMARK INFRINGEMENT
Licensor agrees, at its expense, to defend and indemnify Licensee in
any suit, claim or proceeding brought against Licensee alleging that
any Software Product licensed hereunder directly infringes any U. S.
Letters Patent, U. S. Copyright or U. S. Trademark, provided Licensor
is promptly notified, given assistance required and permitted to direct
the defense. Further, Licensor agrees to pay any judgment based on
infringement rendered in such suit by final judgment of a court of last
resort, but Licensor shall have no liability for settlements or costs
incurred without its consent. Should the use of the Software Product by
Licensee be enjoined, or in the event that Licensor desires to minimize
its liability hereunder, Licensor may fulfill its obligations hereunder
by either substituting non infringing equivalent software or modifying
the infringing Software Product or portion thereof so that it no longer
infringes, but remains functionally equivalent, or to obtain for
Licensee, at the expense of Licensor, the right to continue use of such
Software Product, or if in the sole judgment of Licensor none of the
foregoing is feasible Licensor may take back the Software Product and
refund to Licensee the undepreclated amount of any paid-up fee that has
been paid to Licensor. The foregoing states the entire liability of
Licensor for patent, copyright or trademark infringement or for any
breach of warranty of noninfringement, express or implied. The
foregoing indemnity shall not apply to any suit, claim or proceedings
based upon allegations that a process or method claim of a patent is
infringed, nor to Infringements arising from modification of the
Software Product by anyone other than Licensor, or to allegations of
Infringement based on the combination of the Software Product with
software or products supplied by Licensee or others, nor to
infringements arising from Software Products made to the specification
or design of Licensee, and Licensee agrees to indemnify Licensor to an
extent equivalent to that provided to the Licensee hereinabove in the
event that any suit, claim or proceeding is brought against Licensor
based upon any of the foregoing infringement circumstances which are
excluded from the Licensor's indemnification to the Licensee.
TFGLN001 INITIAL
4. WARRANTY AND DISCLAIMER OF WARRANTY
4.1 Licensor warrants that the Software Products. other than the data
base portion of the Software Product covered by this Agreement.
will, at the time of Turnover, substantially conform to Its
functional description In Licensor's technical proposal.
Licensee's sole remedy and Licensor's sole obligation shall be to
deliver any amendments or alterations required to correct any such
non-conforming Software which is found to be defective within a
period of one (1) year after Turnover and which significantly
affects its performance.
4.2 Licensor warrants that the data base portion of the Software
Product covered by this License shall substantially conform to the
site dependent data submitted by Licensee. Licensee's sole remedy
and Licensor's sole obligation shall be to correct any
nonconforming data base which is found to be defective within a
period of ninety (90) days after Turnover.
4.3 The foregoing warranties do not extend to defects or
non-conformities from any cause, including but not limited to,
abuse, acts of God, Improper Installation, modifications or
maintenance (if performed by other than Licensor) and other
defects traceable to Licensee's acts or omissions; or defects or
nonconformities In software, firmware or data base traceable to
Licensee's errors. modifications or system changes.
4.4 THE FOXING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS
OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES
OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. BUYER
FURTHER AGREES THAT LICENSOR WILL NOT BE LIABLE FOR ANY LOSS OF
DATA OR USE, LOST PROFITS OR REVENUE, OR FOR ANY CLAIM OR DEMAND
AGAINST BUYER BY ANY OTHER PARTY. IN NO EVENT WILL LICENSOR BE
LIABLE FOR CONSEQUENTIAL DAMAGES, EVEN IF LICENSOR HAS BEEN
ADVISED OF THE POSSIBILITY OF SUGH DAMAGES.
5. LIMITATION OF LIABILITY
5.1 LICENSOR SHALL NOT BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL OR
CONSEQUENTIAL DAMAGES OF ANY NATURE AND FROM ANY CAUSE, WHETHER
BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF
STATUTORY PROPRIETARY RIGHTS, INCLUDING PATENT, COPYRIGHT OR
TRADEMARK (EXCE AS EXPRESSLY PROVIDED IN SECTION 3 ABOVE), OR ANY
OTHER LEGAL THEORY, EVEN IF LICENSOR HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES, LICENSEE FURTHER AGREES THAT LICENSOR
WILL NOT BE LIABLE FOR ANY LOSS OF DATA OR USE, LOST PROFITS OR
REVENUE, OR FOR ANY CLAIM OR DEMAND AGAINST LICENSEE BY ANY OTHER
PARTY.
5.2 LICENSEE ASSUMES SOLE RESPONSIBILITY FOR ENSURING THAT THE BILLING
CENTER CAN CORRECTLY READ CALL RECORDS. LICENSEES RESPONSIBILITY
INCLUDES READING DAILY THE AMA FRAME AND/OR POLLING SYSTEM TAPE(S)
BY THE BILLING SYSTEM COMPUTER TO ENSURE ALL TICKET INFORMATION IS
PRESENT. RISK OF LDSS FOR ANY DATA, USE, REVENUE OR PROFIT
ASSOCLATED THEREWITH IS ON LICENSEE.
6. CHOICE OF LAW AND JURISDICTION
The validity, performance and construction of these terms and
conditions shall be governed by the laws of the State of Florida
without regard to Its Choice of Law provisions. Licensee hereby
irrevocably consents and agrees that any legal action, suit or
proceeding arising out of or in any way in connection with this
Software License Agreement shall be brought in the courts of the
State of Florida or in the United States court sitting in the
State of Florida and hereby irrevocably accepts and submits to,
for itself and In respect of its property, generally and
unconditionally, the jurisdiction of any such court and to all
proceedings in such court,
7, INTEGRATION
This Software License Agreement constitutes the entire
understanding of the parties hereto and supersedes all previous
communications, representations and understandings between the
parties with respect to the subject matter of this Software
License Agreement.
WHERE, the parties hereto manifest their agreement to the terms and conditions
herein above, effective on the date first above written, by affixing hereto the
signatures of their respective authorized representatives herein below.
SIEMENS STROMBERG-CARLSON ATHENA INTERNATIONAL LTD. LIABILITY CO.
(LICENSOR) dba ATHENA INTERNATIONAL, LLC
(LICENSEE)
By: By:
---------------------------- ---------------------------------
---------------------------- ---------------------------------
(Name & Title) (Name & Title)
Date Signed: 11 JAN 1997 Date Signed: 11-5-96
------------------- ---------------------
ASSIGNMENT OF PURCHASE ORDER
This Assignment between ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA
ATHENA. INTERNATIONAL. LLC ("Company") and TELECOMMUNICATIONS FINANCE GROUP
("Lessor").
WHEREAS, the Company and Lessor have, or will shortly, execute a Lease
Agreement ("Lease"); and
WHEREAS, the Company has executed and delivered a certain purchase
contract covering the property described therein (the "Equipment"), a copy of
which purchase contract is attached hereto as Attachment A ("Purchase Order");
and
WHEREAS, the Company desires to assign to Lessor all of its rights and
interests under the Purchase Order for that equipment listed on Schedule 1, as
amended from time to time, of Exhibit A of the Lease so that Lessor might
purchase and take title to such equipment in the Company's stead.
NOW, THEREFORE, for valuable consideration, receipt of which is hereby
acknowledged, the parties hereto agree as follows:
1. This Assignment shall be effective as of the date the Company executes
Exhibit A entitled "Certificate of Delivery and Acceptance" of the Lease.
2. The Company (a) represents and warrants that the Purchase Order constitutes
the entire understanding of the parties thereto with respect to the purchase and
sale of the Equipment covered thereby; (b) hereby assigns to Lessor all of its
rights under the Purchase Order as to the equipment listed on Schedule 1, as
amended from time to time, of Exhibit A of the Lease; (c) hereby assigns to
Lessor and Lessor hereby assumes and agrees, so long as a Company complies with
the provisions of the Lease and otherwise performs its obligations under the
Purchase Order, to perform Company's obligations under the Purchase Order to pay
the price of the equipment listed on Schedule 1, as amended from time to time,
of Exhibit A of the Lease; and (d) represents and warrants that neither notice
to nor consent from the respective vendor is required in connection with the
execution, delivery and performance of this Assignment or for the validity or
enforceability of this Assignment.
3. Pursuant to this Assignment, the Company hereby agrees with Lessor that the
Company shall continue to be responsible for the performance of all obligations
under the Purchase Order, except for, subject to the condition provided in
Paragraph 1 above, the obligation to pay the price as provided in Paragraph 2
above, and the Company agrees to hold harmless and indemnify Lessor from all
liability, loss, damage, and expense arising from or directly or indirectly
attributable to such obligations.
IN WITNESS WHEREOF, the parties have duly executed this Assignment
under seal by their authorized representatives as of the date opposite their
respective signatures.
TELECOMMUNICATIONS FINANCE GROUP ATHENA INTERNATIONAL LTD. LIABILITY CO.
DBA ATHENA INTERNATIONAL, LLC
By: By:
---------------------------- ---------------------------------
- -------------------------------- -------------------------------------
Authorized Representative (Name & Title)
Date Signed: 10/17/97 Date Signed: 9-8-97
-------------------- -----------------------
OCC CONTRACT
SIEMENS
Stromberg-Carlson ATTACHMENT A
400 Rinshart R o a d ("PURCHASE ORDER")
Lake Mary Florida 32748
(407)942-5000
DATE: 06/24/197
Buyer: Athena INSTALLATION SITE: Los Angeles, CA
This Contract is subject to the terms and conditions set forth herein, and
include the following:
1. Continuation pages 2.3 and 4 which include a Disclaimer of Warranties and a
Software Product License.
2. Technical Proposal No. DCO710014 Issue. 2 dated 06/24/97
3. Payment Terms:
o 100% of equipment price upon delivery F.O.B. Lake Mary. Florida
o 100% of installation price upon installation turnover.
Item Description Quantity unit price Delivery Month ARQ
- ---- ----------- -------- ---------- ------------------
01 Proposal to add DTF-02
960 Port Addition with ISDN,
per DCO-710014. Issue 2, dated -
06/24/97
Material $75,000
Installation 10,600
-------
TOTAL $85,600
0lA ISDN Transport Software
Software $10,000
(continued on page la)
NOTE: This form must be signed and returned by Buyer within 30 days of the first date above written.
-------
This Contract is agreed to lot item(s): Siemens Stromberg-Carlson Home Office
. ----------- Acceptance
- ----------------------------------------------------
By By:
----------------------------------- --------------------------------
Authorized Representative
--------------------------------------
--------------------------------- Receipt of $
(buyer --------------------------
Buyer is Hereby Acknowledged
form sec-340 12
SIEMENS CONTRACT
Stromberg-Carlson CONTINUATION
SHEET
Athena DCO-710014
Issue: 2
Date: 06/24/97
Page la
Item Description Qty Unit Pr. Total
- ---- ----------- --- -------- -----
02 Service CUA with Basic's Material $6,258
Installation 600
------
TOTAL $6,858
03 ISON Spare PWBAs Material $1,724
04 DIU CWBA {Maximum 16 Material $3,130
per Otg CUA) Installation 70
Requires Item 01A. Total ------
6-27-17 $6,400
NOTES:
Siemens Stromberg-Carlson reserves the right to
change the hardware elements in accordance with our
ongoing development program. The hardware necessary
to support the functionality specified will be
provided at time of shipment in accordance with our
then different hardware configuration policy.
PRICES DO NOT INCLUDE TAXES AND FREIGHT.
OCC CONTRACT
SIEMENS
Stromberg-Carlson ATTACHMENT A
("PURCHASE ORDER")
400 Rhinehart Road
Lake Mary, Florida 32746
(407)942-5000 November 25, 1996
Buyer: ATHENA DATE: New York, NY
INSTALLATION SITE:
This Contract is subject to the terms and conditions set forth herein, and
includes the following:
1. Continuation pages 2, 3 and 4 which include a Disclaimer of Warranties and a
Software Product License.
2. Technical Proposal No. DCO-710007 , Issue 1 , dated, 11/25/96
----------- --- ----------
3. Payment Terms:
o 100% of equipment price upon delivery, F.O.B. Lake Mary, Florida
o 100% of installation price upon installation turnover.
Delivery
(Month ARO)
Item Description Quantity Unit Price Total Schedule
---- ----------- -------- ---------- ----- -----------
01 Real Time ANI Feature
#823435. Software RTU $30,000 Per Site
$80,000 Network Buyout
(continued on page 1 a) (all 4 sites)
NOTE: This form must be signed and returned by Buyer within 30 days of the first date above written.
--------
This contract is agreed to for item(s): 01 Siemens Stromberg-Carlson Home Office
Acceptance
----------
Authorized Representative & Title Date Receipt of $
Buyer is Hereby Acknowledged
For:
SIEMENS CONTRACT
Stromberg-Carlson CONTINUATION
SHEET
ATHENA DCO-710007
Issue: 01
Date: 11/25/96
Page 1a
Item Description Qty. Unit Pr. Total
---- ----------- ------------- -----
NOTES:
Siemens Stromberg-Carlson reserves the right to change the
hardware elements in accordance with our ongoing development
program. The hardware necessary to support the functionality
specified will be provided at time of shipment in accordance with
our then current hardware configuration policy.
PRICES DO NOT INCLUDE TAXES AND FREIGHT.
SIEMENS OCC CONTRACT
Stromberg-Carlson ATTACHMENT A
400 REINART ROAD ("PURCHASE ORDER")
LAKE MARY, FLORIDA 32740
(407) 942-6000
Buyer: ATHENA INTERNATIONAL DATE: April 29, 1997
CONTRACT #710026 INSTALLATION SITE: Los Angeles, CA
This Contract is subject to the terms and conditions set forth herein, and
includes the following:
1. Continuation pages 2, 3 and 4 which include a Disclaimer of Warranties and a
Software Product License.
2. Technical Proposal No. N/A Issue 1, dated 04/29/97
3. Payment Terms:
o 100% of equipment price upon delivery, F.0.B. Lake Mary, Florida
o 100% of installation price upon installation turnover.
Delivery
(month ARO)
Item Description Quantity Unit Price Total Schedule
01 Contract for One Pair of A-Links
Feature #003069
Software $6,925
SCAT 330
------
TOTAL $7,225
(continued on page 1a)
NOTE: This form must be signed and returned by Buyer within 30 days of the first
date above written.
This Contract is agreed to for item(s):
Siemens Stromberg-Carlson Home Office
For: 5/1/97 Receipt of $ Buyer is Hereby Acknowledged
By:
SIEMENS CONTRACT
Stromberg-Carlson CONTINUATION
SHEET
ATHENA INTERNATIONAL Contract #710026
Issue: 01
Date: 04/29/97
Page 1a
Item Description Qty. Unit Pr. Total
- ---- ----------- --- -------- -----
NOTES:
Siemens Stromberg-Carlson reserves the right to change the
hardware elements in accordance with our ongoing development
program. The hardware necessary to support the functionality
specified will be provided at time of shipment in accordance with
our then current hardware configuration policy.
PRICES DO NOT INCLUDE TAXES AND FREIGHT.
SSC 380-034 (2/96)
OCC CONTRACT
SIEMENS ATTACHMENT A
Stromberg-Carlson ("PURCHASE ORDER")
400 Rinehart Road
Lake Mary, Florida 32746
(407) 942-5000
Buyer: ATHENA INTERNATIONAL DATE: 04/08/97
INSTALLATION SITE: Los Angeles, CA
This Contract is subject to the terms-and conditions set forth herein, and
includes the following:
1. Continuation pages 2, 3 and 4 which include a Disclaimer of Warranties and a
Software Product License.
2. Technical Proposal No. 710024 , Issue 1 , dated, 04/08/97
3. Payment Terms:
100% of equipment price upon delivery, F.O.B. Lake Mary, Florida
100% of installation price upon installation turnover.
Delivery
(Month ARO)
Item Description Quantity Unit Price Total Schedule
---- ----------- -------- ----------- ----- --------
01 Release 15.0 Upgrade per Proposal
DCO-710024, Issue 1,
dated 04/08/97.
Material $25,000
Installation 5,000
-------
TOTAL $30,000
02 Expansion of Route Guide
Indexes, Feature #820398 Software
(continued on page 1a)
NOTE: This form must be signed and returned by Buyer within 30 days of the first
date above written.
This Contract is agreed to for item(s): 01 only
For: Athena
SIEMENS CONTRACT
Stromberg-Carlson CONTINUATION
SHEET
ATHENA INTERNATIONAL 04/08/97
Los Angeles, CA
Page 1a
Item Description Qty. Unit Pr. Total
- ---- ----------- -------------------
NOTES:
Siemens Stromberg-Carlson reserves the right to change the
hardware elements in accordance with our ongoing development
program. The hardware necessary to support the functionality
specified will be provided at time of shipment in accordance
with our then current hardware configuration policy.
PRICES DO NOT INCLUDE TAXES AND FREIGHT.
OCC CONTRACT
SIEMENS Attachment A
Stromberg-Carlson ("Purchase Order")
400 Rinehart Road
Lake Mary, Florida, 32746
(407)942-5000 07/30/97
ATHENA DATE: Los Angeles, CA
Buyer: Contract #710028 INSTALLATION SITE:
This Contract is subject to the terms and conditions set forth herein, and
includes the following:
1. Continuation pages 2, 3 and 4 which include a Disclaimer of Warranties and a
Software Product License.
2. Technical Proposal No. N/A , Issue 1 , dated, 07/30/97
3. Payment Terms:
o 100% of equipment price upon delivery, F.O.B. Lake Mary, Florida
o 100% of installation price upon installation turnover
Delivery
(Month ARO)
Item Description Quantity Unit Price Total Schedule
---- ----------- -------- ---------- ----- --------
01 Contract for One A Link Pair -
Installed 07/29/97
Software $6,895
SCAT 330
TOTAL $7,225
(continued on page 1a)
NOTE: This form must be signed and returned by Buyer within 30 days of the first
date above written.
This Contract is agreed to for item(s) Siemens Stromberg-Carlson Home Office
Receipt of $
(Buyer/licensee) By:
SIEMENS CONTRACT
Stromberg-Carlson CONTINUATION
SHEET
ATHENA Contract #710028
Issue: 01
Date: 07/30/97
Page 1a
Item Description Qty. Unit Pr. Total
---- ----------- ---- -------- -----
NOTES:
Siemens Stromberg-Carlson reserves the right to change the
hardware elements in accordance with our ongoing development
program. The hardware necessary to support the functionality
specified will be provided at time of shipment in accordance
with our then current hardware configuration policy.
PRICES DO NOT INCLUDE TAXES AND FREIGHT.
ASSIGNMENT OF PURCHASE ORDER
This Assignment between ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA
ATHENA INTERNATIONAL, LLC ("Company") and TELECOMMUNICATIONS FINANCE GROUP
("Lessor").
WHEREAS, the Company and Lessor have, or will shortly, execute a Lease
Agreement ("Lease"); and
WHEREAS, the Company has executed and delivered a certain purchase
contract covering the property described therein (the "Equipment"), a copy of
which purchase contract is attached hereto as Attachment A ("Purchase Order");
and
WHEREAS, the Company desires to assign to Lessor all of its rights and
interests under the Purchase Order for that equipment listed on Schedule 1, as
amended from time to time, of Exhibit A of the Lease so that Lessor might
purchase and take title to such equipment in the Company's stead.
NOW, THEREFORE, for valuable consideration, receipt of which is hereby
acknowledged, the parties hereto agree as follows:
I. This Assignment shall be effective as of the date the Company executes
Exhibit A entitled "Certificate of Delivery and Acceptance" of the Lease.
2. The Company (a) represents and warrants that the Purchase Order
constitutes the entire understanding of the parties thereto with respect to the
purchase and sale of the Equipment covered thereby; (b) hereby assigns to Lessor
all of its rights under the Purchase Order as to the equipment listed on
Schedule 1, as amended from time to time, of Exhibit A of the Lease; (c) hereby
assigns to Lessor and Lessor hereby assumes and agrees, so long as a Company
complies with the provisions of the Lease and otherwise performs its obligations
under the Purchase Order, to perform Company's obligations under the Purchase
Order to pay the price of the equipment listed on Schedule 1, as amended from
time to time, of Exhibit A of the Lease; and (d) represents and warrants that
neither notice to nor consent from the respective vendor is required in
connection with the execution, delivery and performance of this Assignment or
for the validity or enforceability of this Assignment.
3. Pursuant to this Assignment, the Company hereby agrees with Lessor that
the Company shall continue to be responsible for the performance of all
obligations under the Purchase Order, except for, subject to the condition
provided in Paragraph 1 above, the obligation to pay the price as provided in
Paragraph 2 above, and the Company agrees to hold harmless and indemnify Lessor
from all liability, loss, damage, and expense arising from or directly or
indirectly attributable to such obligations.
IN WITNESS WHEREOF, the parties have duly executed this Assignment
under seal by their authorized representatives as of the date opposite their
respective signatures.
TELECOMMUNICATIONS FINANCE GROUP ATHENA INTERNATIONAL LTD. LIABILITY CO.
DBA Athena International, LLC
By:_____________________________ By:____________________________________
Authorized Representative (Name & Title)
Dated Signed: 7/11/97 Date Signed: 6-4-97
TFGLA206-8.WPT
ATTACHMENT A
EQUIPMENT LIST # TFG-97245 DATED: June 2, 1997
- -------------------------
COMPANY: ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC
SITE LOCATION: LOS ANGELES, CALIFORNIA
ADDITION: I
PART NO./DESCRIPTION QUANTITY AMOUNT
- -------------------- -------- ------
SS- C
-----
A FULLY EQUIPPED DTF-02 FRAME (1152 PORTS) PER DCO-681162, ISSUE l, DATED
09/17/96 (S.O.#071175) AS FOLLOWS:
MATERIAL 1 LOT $72,307.00
INSTALLATION 10,200.00
FREIGHT 24.05
765 AMP HOUR BATTERY PART #4-DAV85-19 WITH 1200 AMP HOUR CHARGER PER DCO-
710000, ISSUE 01, DATED 10/28/96; 2 EJH PROCESSORS; 1 SPARE EJH PROCESSOR;
200 AMP DISTRIBUTION PANEL WITH BUS BAR CABLES AND 10-10 AMP BREAKERS
(S.O.#071800) AS FOLLOWS:
MATERIAL 1 LOT 52,773.00
INSTALLATION 12,200.00
FREIGHT 895.48
A HENDRY FUSE PANEL PER DCO-710009, ISSUE 02, DATED 12/06/96 (S.O.#071983)
AS FOLLOWS:
MATERIAL 1 LOT 1,732.00
INSTALLATION 2,200.00
FREIGHT 78.50
THIRD PARTY VENDOR- ACTION TELCOM
---------------------------------
PRIMARY SYSTEM; SECONDARY SYSTEM; AVAS
SYSTEM; TCP/P PACKAGE; NETPLAN PACKAGE;
REMOTE COMMUNICATIONS PACKAGE; BASIC
AGGRAGATOR PACKAGE; INSTALLATION;
TRAINING (SEE ATTACHED EQUIPMENT LIST) 1 LOT 111,650.00
THIRD PARTY VENDOR- TELLABS
---------------------------
81.2571/32MS TI ECHO CANCELLER 8 17,655.00
FREIGHT 8.58
81.0257D/23" ECHO CANC MTG ASSY 1 836.00
FREIGHT 11.88
THIRD PARTY VENDOR- TTC
-----------------------
EQUIPMENT AS FOLLOWS: 1 LOT 15,807.00
CENTRAL OFFICE TESTING PKG, S/N 10347 1
RACK MOUNT, 19", 1402 1
RACK MOUNT (19") FOR 41934 1
CABLE- BANTAM TO BANTAM 10' 4
FREIGHT 43.00
-----
TOTAL $298,421.49
===========
SIEMENS OCC CONTRACT
Stromberg-Carlson
Buyer: Athena DATE: 09/17/96
---------------------------- INSTALLATION SITE: Los Angeles, CA
----------------------------------
- ----------------------------------
----------------------------------
- ----------------------------------
This Contract is subject to the terms and conditions set forth herein, and
includes the following:
1. Continuation pages 2, 3 and 4 which include a Disclaimer of Warranties and a
Software Product License
2. Technical Proposal No DCO-681162 , Issue 1 , dated, 09/17/96
3. Payment Terms:
-100% of equipment price upon delivery, F O B Lake Mary, Florida
-100% of Installation price upon Installation turnover
Delivery
(Month ARO)
Item Description Quantity Unit Price Total Schedule
- ---- ----------- -------- ---------- ----- --------
01 Proposal for a fully equipped
DTF-02 Frame (1152 Ports), per
DCO-681162, Issue 1, dated 09/17/96. Material 72,307
Installation 10,200
------
TOTAL 82,507
NOTE: This form must be signed and returned by Buyer within 30 days of the first
date above written.
This Contract is agreed to for item(s): 01 Siemens Stromberg-Carlson Home Office
-------- Acceptance
By: /s/ ILLEGIBLE 9/26/96
By: /s/ ILLEGIBLE Managing Dir 9/25/96 --------------------------------------
-------------------------------------------- Date
Authorized Representative & Title Date
For: Athena International, L.L.C. Receipt of $ from Buyer is Hereby Acknowledged
------------------------------------------ --------------
(Buyer/Licensee) By:
--------------------------------------
Date
Form 8SG-360-4 (2/91)
SIEMENS OCC CONTRACT
Stromberg-Carlson
400 Rinehart Road
Lake Mary, Florida 32748
(407)-942-5000
Buyer ATHENA INTERNATIONAL
------------------------------- DATE: October 28, 1996
INSTALLATION SITE: Los Angeles, CA
------------------
------------------------------------
This Contract is subject to the terms and conditions set forth herein, and
Includes the following:
1. Continuation pages 2, 3 and 4 which include a Disclaimer of Warranties and a
Software Product License
2. Technical Proposal No. DCO-710000 , Issue 1 ,dated, 10/28/96
3. Payment Terms:
- 100% of equipment price upon delivery, F.O.B. Lake Mary, Florida
- 100% of installation price upon installation turnover.
Delivery
(Month ARO)
Item Description Quantity Unit Price Total Schedule
- ---- ----------- -------- ---------- ----- --------
01 Proposal for 765 Amp Hour Battery
Part #4-DAV85-19 with 1200 amp
hour charger per DCO-710000, Issue 01,
dated 10/28/96
Material $20,993
Installation 8,000
-----
TOTAL $28,993
=======
(continued on page la)
NOTE: This form must be signed and returned by Buyer within 30 days of the first
date above written.
This Contract is agreed to for item(s): 01, 02, 03 Siemens Stromberg-Carlson Home Office
and 07 only Acceptance
By: /s/ ILLEGIBLE 12/23/96
By: /S/ ILLEGIBLE 12/27/96 -------------------------------------
----------------------------------------------- Date
Authorized Representative & Title
Receipt of $ from Buyer is Hereby Acknowledged
For: /S/ ILLEGIBLE
---------------------------------------------- By:
(Buyer/Licenses) --------------------------------------
Date
Form S3C-360-4 (2/91)
SIEMENS CONTRACT
Stromberg-Carlson CONTINUATION
SHEET
ATHENA INTERNATIONAL DCO-710000
Issue: 01
Date: 10/28/96
Page 1a
Item Description Qty. Unit Pr Total
- ---- ----------- ---- ------- -----
02 2 EJH Processors Material $20,280
Installation $ 2,000
-------
TOTAL $22,280
03 1 Spare EJ H Processor Material $10,140
Installation --
-------
TOTAL $10,140
04 Expansion of Route Guide Material
Index- Requires Release Installation
15.0. Item 05 and Item 02.
TOTAL
05 Release 15.0 RTU Startup Material
Installation
TOTAL
06 Aux Table Expansion Material
Feature #820085 Requires Installation
Item 08.
TOTAL
07 200 Amp Distribution Panel Material $1,360
with Bus Bar, Cables and Installation 2,200
10-10 Amp Breakers -------
TOTAL $3,560
SIEMENS CONTRACT
Stromberg Carlson CONTINUATION
SHEET
ATHENA INTERNATIONAL DC0-710000
Issue: 01
Date: 10/28/96
Page 1a
Item Description Qty. Unit Pr Total
- ---- ----------- ---- ------- -----
NOTES:
Siemens Stromberg-Carlson reserves the right to change the hardware elements in
accordance with our ongoing development program. The hardware necessary to
support the functionality specified will be provided at time of shipment in
accordance with our then current hardware configuration policy.
PRICES DO NOT INCLUDE TAXES AND FREIGHT.
OCC CONTRACT
SIEMENS
Stromberg-Carlson
400 Rinehart Road
Lake Mary, Florida 32746
(407) 942-5000
Buyer: ATHENA DATE: 12/06/96
INSTALLATION SITE: Los Angeles, CA
----------------------------------
This Contract is subject to the terms and conditions set forth herein, and
includes the following:
1. Continuation pages 2, 3 and 4 which include a Disclaimer of Warranties and a
Software Product License.
2. Technical Proposal No. ______________________________, Issue _______, dated
_________________,
3. Payment Terms:
- 100% of equipment price upon delivery, F.O.B. Lake Mary, Florida
- 100% of installation price upon installation turnover.
DCO-710009 2 12/06/96
Delivery
(Month ARO)
Item Description Quantity Unit Price Total Schedule
- ---- ----------- -------- ---------- ----- --------
01 Proposal for a Hendry Fuse
Panel, per DCO-710009,
Issue 02, dated 12/06/96.
Material $1,732
Installation 2,200
------
TOTAL $3,932
(continued on page 1a)
NOTE: This form must be signed and returned by Buyer within __________ days of
the first date above written.
This Contract is agreed to for item(s): --- Siemens Stromberg-Carlson Home Office
Acceptance
- --------------------------------------------------
By: /s/ ILLEGIBLE 2/4/97
-----------------------------------------
By: /s/ Tom Wilson Managing Partner 1/19/97 Date
-----------------------------------------------
Authorized Representative & Title Date Receipt of $_______ from Buyer is Hereby Acknowledged
(orig PO signed by TW)
For: Athena By:
----------------------------------------------- ------------------------------------------
(Buyer/Licensee) Date
Form 89C-360-4 (2/91)
CONTRACT
SIEMENS CONTINUATION
Stromberg-Carlson SHEET
ATHENA DCO-710009
Issue: 02
Date: 12/06/96
Page 1a
Item Description Qty. Unit Pr. Total
- ---- ----------- ---- -------- -----
NOTES:
IF PURCHASED, A 10% DEPOSIT IS REQUIRED ON ORDER ENTRY. IF LEASED FROM
TELECOMMUNICATIONS FINANCE GROUP, A 5% DEPOSIT IS REQUIRED ON ORDER ENTRY. THIS
5% DEPOSIT WILL BE APPLIED AGAINST LEASE PAYMENTS.
Siemens Stromberg-Carlson reserves the right to change the hardware elements in
accordance with our ongoing development program. The hardware necessary to
support the functionality specified will be provided at time of shipment in
accordance with our then current hardware configuration policy.
PRICES DO NOT INCLUDE TAXES AND FREIGHT.
33C 380-034 (2/96)
ASSIGNMENT OF PURCHASE ORDER
This Assignment between ATHENA INTERNATIONAL, LLC ("Company') and
TELECOMMUNICATIONS FINANCE GROUP ("Lessor").
WHEREAS, the Company and Lessor have, or will shortly, execute a Lease
Agreement ("Lease"); and
WHEREAS, the Company has executed and delivered a certain purchase
contract covering the property described therein (the "equipment"), a copy of
which purchase contract is attached hereto as Attachment A ("Purchase Order");
and
WHEREAS, the Company desires to assign to Lessor all of its rights and
interests under the Purchase Order for that equipment listed on Schedule 1, as
amended from time to time, of Exhibit A of the Lease so that Lessor might
purchase and take title to such equipment in the Company's stead.
NOW, THEREFORE. for valuable consideration, receipt of which is hereby
acknowledged, the parties hereto agree as follows:
1. This Assignment shall be effective as of the date the Company executes
Exhibit A entitled "Certificate of Delivery and Acceptance" of the Lease.
2. The Company (a) represents and warrants that the Purchase Order
constitutes the entire understanding of the parties thereto with respect to the
purchase and sale of the equipment covered thereby; (b) hereby assigns to Lessor
all of its rights under the Purchase Order as to the equipment listed on
Schedule 1, as amended from time to time, of Exhibit A of the Lease; (c) hereby
assigns to Lessor and Lessor hereby assumes and agrees, so long as a Company
complies with the provisions of the Lease and otherwise performs its obligations
under the Purchase Order, to perform Company's obligation under the Purchase
Order to pay the price of the equipment listed on Schedule 1, as amended from
time to time, of Exhibit A of the Lease; and (d) represents and warrants that
neither notice to nor consent from the respective vendor is required in
connection with the execution, delivery and performance of this Assignment or
for the validity or enforceability of this Assignment.
3. Pursuant to this Assignment, the Company hereby agrees with Lessor that
the Company shall continue to be responsible for the performance of all
obligations under the Purchase Order, except for, subject to the condition
provided in Paragraph 1 above, the obligation to pay the price as provided in
Paragraph 2 above, and the Company agrees to hold harmless and indemnify Lessor
from all liability, loss, damage, and expense arising from or directly or
indirectly attributable to such obligations.
IN WITNESS WHEREOF, the parties have duly executed this Assignment
under seal by their authorized representatives as of the date opposite their
respective signatures.
TELECOMMUNICATIONS FINANCE GROUP ATHENA INTERNATIONAL, LLC
By: /s/ CC Callaway By: /s/ Michael Landers
----------------------------- -------------------------------
Michael Landers ILLEGIBLE
- -------------------------------- ----------------------------------
Authorized Representative (Name & Title)
Date Signed: 31 Jan 1997 Date Signed: 11-5-96
-------------------- ----------------------
TFGLNO01
OCC CONTRACT
SIEMENS
Stromberg-Carlson
400 Rinehart Road ATTACHMENT A
Lake Mary, Florida 32748
(407) 942-5000
DATE: 09/17/96
Buyer: ATHENA INSTALLATION SITE: Los Angeles, CA
-------------------------------- -----------------
- -------------------------------------- ------------------------------------
This Contract is subject to the terms and conditions set forth herein, and
includes the following:
1. Continuation pages 2, 3 and 4 which include a Disclaimer of Warranties and a
Software Product License.
2. Technical Proposal No. DCO-681161 ______________, Issue 1 , dated, 09/17/96
3. Payment Terms:
- 100% of equipment price upon delivery, F.O.B. Lake Mary, Florida
- 100% of installation price upon installation turnover.
Delivery
(Month ARO)
Item Description Quantity Unit Price Total Schedule
- ---- ----------- -------- ---------- ----- --------
01 Proposal for a Used 1152 Port
equipped and wired Release 12.1
Does not include power. Switch is
located at Calgary, Alberta.
Per DC0-681161, Issue 1,
Dated 09/17/96.
Material $300,000
Installation 29,000
------
TOTAL $329,000
02 Basic SS-7 with 800 portability. Incl In
Item 01
No Charge.
(continued on page 1a)
NOTE: This form must be signed and returned by Buyer within 30 days of the first
date above written.
This Contract is agreed to for item(s): 01, 02, 02A, Siemens Stromberg-Carlson Home Office
----------------- Acceptance
04, 05, 06, 07, $365,950
- -------------------------------------------------------- By: /s/ ILLEGIBLE 9/26/96
--------------------------------------------
Date
By: /s/ ILLEGIBLE Managing Director 9/25/96
-----------------------------------------------------
Authorized Representative & Title Date
For: Athena International, L.L.C. Receipt of $____________ from Buyer is Hereby Acknowledged
----------------------------------------------------
(Buyer/Licensee) By:
---------------------------------------------
Date
SIEMENS CONTRACT
STROMBERG-CARLSON CONTINUATION
SHEET
ATHENA DCO-681161
Issue: 01
Date: 09/17/96
Page 1a
Item Description Qty. Unit Pr. Total
- ---------------------------------------------------------------------------------------------------------------------
02A SS-7 Spares
Material Included in
Item 01
No Charge.
03 Additional pairs of "A" LINKS
(maximum additional available
is 11).
Material $7,225
4 Power System.
Material $28,350
Installation: $1,600
------
TOTAL: $29,950
05 Upgrade to Release 14.0
Material Included in
item 01.
06 De-install at Calgary, Pack
Material $ 500
Installation: $ 9,500
-------
TOTAL: $10,000
07 RCI Expansion N/C
included
in base
(Continued on page 2a)
SSC 360-034 (2/96)
CONTRACT
SIEMENS CONTINUATION
STROMBERG-CARLSON SHEET
ATHENA DCO-681161
Issue: 01
Date: 09/17/96
Page 2a
Item Description Qty. Unit Pr. Total
- ---- ----------- ------------- -----
USED SYSTEMS ARE SUBJECT TO AVAILABILITY AND ARE OFFERED ON A FIRST COME FIRST
SERVE BASIS.
A 10% DEPOSIT IS REQUIRED ON ORDER ENTRY, IF LEASED, A 5% DEPOSIT IS REQUIRED ON
ORDER ENTRY. IF APPLIED AGAINST A LEASE, IT WILL APPLY TO THE FIRST AND
THIRTEENTH PAYMENTS AND CONTRIBUTE TO THE LAST PAYMENT.
Siemens Stromberg-Carlson reserves the right to change the hardware elements in
accordance with our ongoing development program. The hardware necessary to
support the functionality specified will be provided at time of shipment in
accordance with our then current hardware configuration policy.
PRICES DO NOT INCLUDE TAXES AND FREIGHT.
SSC 380-034 (2/96)
"ADDITIONAL" SECRETARY'S CERTIFICATE
I, _________________________,do hereby certify that I am the Secretary
of ATHENA INTERNATIONAL LTD. LIABILITY CO DBA ATHENA INTERNATIONAL, LLC, a
Limited Liability Company duly organized and existing under the laws State of
Louisiana ("Company) "); that I am the keeper of the seal of the company and
company records, including,, without limitation, the Operating Agreement,
By-Laws and the minutes of the meeting of the Managing Members of the any; that
the following is an accurate and compared transcript of the resolutions
contained in the minute book of the Company, which resolutions were duly adopted
and ratified at a meeting of the Managing Members of the Company duly convened
and held in accordance with the By-Laws and Operating Agreement of the Company
on the _____ day _____________,19__, at which time a quorum was present and
acted throughout; and that said resolutions have not in any way been modified,
repealed or rescinded, but are in full force and effect:
"RESOLVED, that any Managing Member of the Company be and is
hereby authorized and empowered in the name and on behalf of this
Company to enter into one or more lease agreements with
TELECOMMUNICATIONS FINANCE GROUP ("hereinafter called "LESSOR")
concerning personal property leased to the Company; from time to time
to modify, supplement or amend any such agreements; and to do and
perform all other acts and things deemed by such Managing Member to be
necessary, convenient or proper to carry out any of the foregoing; and
be it
FURTHER RESOLVED, that all that any Managing Member shall have
done or may do in the premises is hereby ratified and approved; and be
it
FURTHER RESOLVED, that the foregoing resolutions shall remain
in full force and effect until written notice of their amendment or
recession shall have been received by LESSOR and that receipt of such
notice shall not effect any action taken or loans or advances made by
LESSOR prior thereto and LESSOR is authorized to rely upon said
resolutions until receipt by it of written notice of any change; and be
it
FURTHER RESOLVED, that the Secretary be and is hereby
authorized and directed to certify to LESSOR that the foregoing
resolutions and provisions thereof are in conformity with the Operating
Agreement and By-Laws of this Company."
I do further certify that the Lease Agreement entered into by the
Company and LESSOR concerning the following items of personal property:
Siemens Stromberg-Carlson Designated Product plus Peripheral Equipment
is one of the agreements referred to in said resolutions and was duly executed
pursuant thereto and there are no restrictions imposed by the Operating
Agreement or By-Laws of the Company restricting the power or authority of the
Managing Members of the Company to adopt the foregoing resolutions or upon the
Company or its Managing Members to act in accordance therewith.
I do further certify that the following are names and specimen
signatures of Managing Members of the Company empowered and authorized by the
above resolutions, each of which has been duly elected to hold and currently
holds the office of the Company set opposite his name:
Name Office Signature
---- ------ ---------
Kevin H. Pollard President & CEO /s/ Kevin H. Pollard
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of
the Company this 2nd day of April, 1998.
/s/ ILLEGIBLE
----------------------------------------------------
(SEAL) Secretary of ATHENA INTERNATIONAL LTD. LIABILITY CO.
DBA ATHENA INTERNATIONAL, LLC
TFGLN001
"ADDITIONAL" SECRETARY'S CERTIFICATE
I, _____________________________, do hereby certify that I am the
Secretary of ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL,
LLC, a Limited Liability Company duly organized and existing under the laws of
the State of Louisiana ("Company) "); that I am the keeper of the seal of the
company and company records, including, without limitation, the Operating
Agreement, By-Laws and the minutes of the meeting of the Managing Members of the
Company; that the following is an accurate and compared transcript of the
resolutions contained in the minute book of the Company, which resolutions were
duly adopted and ratified at a meeting of the Managing Members of the Company
duly convened and held in accordance with the By-Laws and Operating Agreement of
the Company on the ____ day of ______________, 19__, at which time a quorum was
present and acted throughout; and that said resolutions have not in any way been
modified, repealed or rescinded, but are in full force and effect:
"RESOLVED, that any Managing Member of the Company be and is
hereby authorized and empowered in the name and on behalf of this
Company to enter into one or more lease agreements with
TELECOMMUNICATIONS FINANCE GROUP ("hereinafter called "LESSOR")
concerning personal property leased to the Company; from time to time
to modify, supplement or amend any such agreements; and to do and
perform all other acts and things deemed by such Managing Member to be
necessary, convenient or proper to carry out any of the foregoing; and
be it
FURTHER RESOLVED, that all that any Managing Member shall have
done or may do in the premises is hereby ratified and approved; and be
it
FURTHER RESOLVED, that the foregoing resolutions shall remain
in full force and effect until written notice of their amendment or
recission shall have been received by LESSOR and that receipt of such
notice shall not effect any action taken or loans or advances made by
LESSOR prior thereto and LESSOR is authorized to rely upon said
resolutions until receipt by it of written notice of any change; and be
it
FURTHER RESOLVED, that the Secretary be and is hereby
authorized and directed to certify to LESSOR that the foregoing
resolutions and provisions thereof are in conformity with the Operating
Agreement and By-Laws of this Company."
I do further certify that the Lease Agreement entered into by the
Company and LESSOR concerning the following items of personal property:
Siemens Stromberg-Carlson Designated Product plus Peripheral Equipment
is one of the agreements referred to in said resolutions and was duly executed
pursuant thereto and there are no restrictions imposed by the Operating
Agreement or By- Laws of the Company restricting the power or authority of the
Managing Members of the Company to adopt the foregoing resolutions or upon the
Company or its Managing Members to act in accordance therewith.
I do further certify that the following are names and specimen
signatures of Managing Members of the Company empowered and authorized by the
above resolutions, each of Which has been duly elected to hold and currently
holds the office of the Company set opposite his name:
NAME OFFICE SIGNATURE
---- ------ ---------
Kevin H. Pollard President & CEO /s/ Kevin H. Pollard
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the
Company this 23 day of March, 1998
---------------------------------------------------
(SEAL) Secretary of ATHENA INTERNATIONAL LTD. LIABILITY CO
DBA ATHENA INTERNATIONAL, LLC
SECRETARY'S CERTIFICATE
I, Craig Berner, do hereby certify that I am the Assistant Secretary
ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC, a Limited
Liability Company duly organized and existing under the laws of the State of
Louisiana ("Company) "); that I am the keeper of the seal of the company and
company records, including, without limitation, the Operating Agreement, By-Laws
and the minutes of the meeting of the Managing Members of the Company; that the
following is an accurate and compared transcript of the resolutions contained in
the minute book of the Company, which resolutions were duly adopted and ratified
at a meeting of the Managing Members of the Company duly convened, and held in
accordance with the By-Laws and Operating Agreement of the Company on the 29 day
of March, 1996 at which time a quorum was present and acted throughout; and that
said resolutions have not in any way been modified, repealed or rescinded, but
are in full force and effect:
"RESOLVED, that any Managing Member of the Company be and is
hereby authorized and empowered in the name and on behalf of this
Company to enter into one or more lease agreements with
TELECOMMUNICATIONS FINANCE GROUP ("hereinafter called "LESSOR")
concerning personal property leased to the Company; from time to time
to modify, supplement or amend any such agreements; and to do and
perform all other acts and things deemed by such Managing Member to be
necessary, convenient or proper to carry out any of the foregoing; and
be it
FURTHER RESOLVED, that all that any Managing Member shall have
done or may do in the premises is hereby ratified and approved; and be
it
FURTHER RESOLVED, that the foregoing resolutions shall remain
in full force and effect until written notice of their amendment or
recission shall have been received by LESSOR and that receipt of such
notice shall not effect any action taken or loans or advances made by
LESSOR prior thereto and LESSOR is authorized to rely upon said
resolutions until receipt by it of written notice of any change; and be
it
FURTHER RESOLVED, that the Secretary be and is hereby
authorized and directed to certify to LESSOR that the foregoing
resolutions and provisions thereof are in conformity with the Operating
Agreement and By-Laws of this Company."
I do further certify that the Lease Agreement entered into by the
Company and LESSOR concerning the follow items of personal property:
Siemens Stromberg-Carlson Designated Product plus Peripheral Equipment
is one of the agreements referred to in said resolutions and was duly executed
pursuant thereto and there are no restrictions imposed by the Operating
Agreement or By-Laws of the Company restricting the power or authority of the
Manage Members of the Company to adopt the foregoing resolutions or upon the
Company or its Managing Members to act accordance therewith.
I do further certify that the following are names and specimen
signatures of Managing Members of the Company empowered and authorized by the
above resolutions, each of which has been duly elected to hold and currently
holds the of the Company set opposite his name:
NAME OFFICE SIGNATURE
William Cooper Vice President -- Operations /s/ William Cooper
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the
Company this 3rd day of Ma??????, 1998.
----------------------------------------------------
(SEAL) Secretary of ATHENA INTERNATIONAL LTD. LIABILITY Co.
DBA ATHENA INTERNATIONAL, LLC
TFGLN001
SECRETARY'S CERTIFICATE
I, P. Scott Muller, do hereby certify that I am the secretary of ATHENA
INTERNATIONAL LTD. LIABILITY CO. dba ATHENA INTERNATIONAL, LLC, a limited
liability company duly organized and existing under the laws of the state of
Colorado ("Corporation"); that I am the keeper of the seal of the corporation
and corporate records, including, without limitation, the Charter, By-Laws and
the minutes of the meeting of the Board of Directors of the Corporation; that
the following is an accurate and compared transcript of the resolutions
contained in the minute book of the Corporation. which resolutions were duly
adopted and ratified at a meeting of the Board of Directors of the Corporation
duly convened and held in accordance with the By-Laws and Charter of the
Corporation on the 1st day of December, 1996, at which time a quorum was present
and acted throughout; and that said resolutions have not in any way been
modified, repealed or rescinded, but are in full force and effect.
"RESOLVED, that any officer of the Corporation be and is
hereby authorized and empowered in the name and on behalf of this
Corporation to enter into one or more lease agreements with
TELECOMMUNICATIONS FINANCE GROUP ("hereinafter called "LESSOR")
concerning personal property leased to the Corporation; from time to
time to modify, supplement or amend any such agreements; and to do and
perform all other acts and things deemed by such officer to be
necessary, convenient, or proper to carry out any of the foregoing; and
be it
FURTHER RESOLVED, that all that any officer shall have done or
may do in the premises is hereby ratified and approved; and be it
FURTHER RESOLVED, that the foregoing resolutions shall remain
in full force and effect until written notice of their amendment or
recission shall have been received by LESSOR and that receipt of such
notice shall not effect any action taken or loans or advances made by
LESSOR prior thereto and LESSOR is authorized to rely upon said
resolutions until receipt by it of written notice of any change; and be
it
FURTHER RESOLVED, that the Secretary be and is hereby
authorized and directed to certify to LESSOR that the foregoing
resolutions and provisions thereof are in conformity with the Charter
and By Laws of this Corporation."
I do further certify that the Lease Agreement entered into by the
Corporation and LESSOR concerning the following items of personal property:
Siemens Stromberg-Carlson Designated Product plus Peripheral Equipment
is one of the agreements referred to in said resolutions and was duly executed
pursuant thereto and there are no restrictions imposed by the Charter or By-Laws
of the Corporation restricting the power or authority of the Board of Directors
of the Corporation to adopt the foregoing resolutions or upon the Corporation or
its officers to act in accordance therewith.
I do further certify that the following are names and specimen
signatures of officers of the Corporation empowered and authorized by the above
resolutions, each of which has been duly elected to hold and currently holds the
officer of the Corporation set opposite his name:
NAME OFFICE SIGNTAURE
Michael Landers Exec. Managing Director /s/ Michael Landers
William F. Cooper, III Managing Director /s/ William H. Cooper, III
Thomas W. Wilson Managing Director /s/ Thomas Wilson
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the
Corporation this 1st day of December, 1996.
/s/ P. Scott Muller
---------------------------------------------------
(SEAL) Secretary of ATHENA INTERNATIONAL LTD. LIABILITY CO
dba ATHENA INTERNATIONAL, LLC
.TPGLN001
CONSENT AND WAIVER
BY OWNER, LANDLORD OR MORTGAGEE OF REAL ESTATE
(hereinafter referred to as "Undersigned")
1. FOR GOOD AND VALUABLE CONSIDERATION. receipt of which is
hereby acknowledged.
Undersigned, Capital & Counties U.S.A., Inc.
---------------------------------------------
(NAME)
of 101 California Street, suite 2525
--------------------------------------------------------
(NO. OF STREET)
San Francisco San Francisco California 94111
- ---------------------------------------------------------------
(CITY OR TOWN) (COUNTY) (STATE) (ZIP)
being owner, landlord or mortgage of certain real estates
known as 800 West Sixth Street
--------------------------------------------------
(NO. OF STREET)
Los Angeles Los Angeles California 90017
- --------------------------------------------------------------------------------
(CITY OR TOWN) COUNTY (STATE) (ZIP)
and briefly described as follows:
old premier now being occupied by ATHENA INTERNATIONAL LTD.
LIABILITY FCO, the ATHENA INTERNATIONAL, LLC (hereinafter referred
to as "Occupant") which Occupant will enter or has entered into a
Lease Agreement dated as of October 31, 1998 (hereinafter to as
"Instrument" and herein by references made a part hereof) with
TELECOMMUNICATION FINANCE GROLUP, 400 Rinehart Road, Lake Mary,
Florida 32746 (hereinafer referred to as "LESSOR"), where LESSOR
will leasse or has leased the property described or to be
described in said Instrument (or in documents ancillary therein )
and generally described as follows (hereinafter referred to all as
the "equipment"):
Siemens Stromberg-Carlson Designated Product Plus Peripheral
Equipmentdoes hereby agree that that sold equipment may be
situated in and temporarily affected to the above- described real
to and that said, equipment is to remain personal property
notwithstanding the manner which it is a refluxed to the sold real
obtain and there title thereof shall. remain in LESSOR, its legal
representatives, customers, agents, or until such time as it is
conveyed by LESSOR to other parties.
2. This Agreement shall also apply to any of the above
described equipment which is already on the premises or may
hereafter be delivered or installed thereon , and it or may
hereafter become, subject to the aforementioned instrument.
3. Undersigned wolves such and every right which
Undersigned now has or may hereafter have under the laws of the
State. Of California or any other state or by lecture of any real
estate lease or mortgage now in effects or hereafter executed by
Undersigned or said Occupant to levy or distrain upon for rent, in
arrears in advance, or both as to claim or assert title to the
aforesaid equipment.
4. Undersigned recognizes and acknowledges that any claim
or claims that LESSOR has or may hereafter have against said
equipment by virtue of the aforementioned Investment is superior
in any lien or claim or any nations which Undersigned now has or
may hereinafter have to such equipment by statue, agreement or
otherwise.
5. It is futher agreed that LESSOR or his assiugns or
agents may may remove said equipment from the above-described
premises whenever LESSOR feels it is necessary to do so to protect
its interiors and without inability or accountability to the
Undersigned therefore, precept that much removal shall be
accomplished with prior notification to the Building with as
little description to the Under registered building operation as
possible and that LESSOR repair any damage which it may cause to
the leased precisely and the Building by reason of much removal.
6. LESSOR may, without affecting the validity of this
agreement, extend the forms of payment of any indebtedness of
Occupant to LESSOR or alter the performance of any of the terms
and conditions or aforementioned Instruments with out the consent
of Undersigned end without giving notice thereof to Undersigned.
7, This agreement insures to the benefit of the recession
transferees and of LESSOR and shall do binding upon heirs personal
representative, successors and designs of Undersigned.
IN WITNESS WHEREOF, the Undersigned has pest his hand and seas, or caused
its hands and oral to be affirmed this .day _______, of 19__.
(SEAL) By: /s/ ILLEGIBLE
--------------------------
Title: Vice President
-----------------------
Witness_________________ Capital & Countries U.S.A. Inc.
-------------------------------
San Francisco, CA 94111
-------------------------------
415/421-5100
-------------------------------
ATHENA INTL
SIEMENS LEASE SUMMARY
as of 10/15/98 per Jeff Emery's analysis
Location
DENVER:
Original DCO Denver 314,252.00
Addition 1
Hard/Soft TeleFlex Call Capture/Intellinks Denver 96,073.45
and stwr
Hard/Soft TeleFlex Call Capture/lntellinks Denver 49,295.95
and stwr
Hardware AS400 Denver 27,673.40
Hardware AS400 Denver 5,155.70
Freight Freight on above Denver 3,052.14
Addi ti on 2 181,250.64
DTF CMF LTF PRT DCO frames Denver 148,807.00
Freight Freight on above Denver 529.10
Misc Equip As400 harddrive upgrade Denver 15,180.00
Addition 3 164,516.10
NAMS NAMS hdwr/sftwr Denver 101,000.00
Misc Equip (16) Echo Can Denver (all?) 25,288.93
Misc Equip T-Bird Denver 13,501.00
DTF TI expansion frame Denver 122,227.00
Freight Freight on above Denver 2,339.72
Addition 4 264,356.65
DTF T1 expansion frame Denver 67,500.00
Freight Freight on above Denver 515.31
Addition 5 68,015.31
2 EJH Proc Enhanced Processor Denver 32,420.00
Freight Freight on above Denver 25.58
A Link Pair SS7 Expansion Denver 7,500.00
Misc Equip TeleFlex Intelink Denver 23,650.00
Addition 6 63,595.58
Re1 14 Sftwr version 14 Denver 15,000.00
Com Con Sec Allows additional DTFs Denver 22,730.00
Freight Freight on above Denver 84.10
Real Time ANJ Allows FG-D ANI on DTMF Denver 26,666.00
200 Amp dist DCO Power Denver 3,560.00
Freight Freight on above Denver 44.75
Misc Equip AS400 upgrade Denver 19,812.00
Addition 7 87,896.85
Hendry Fuse DCO Power Panel Denver 3,632.00
Freight Freight on above Denver 84.17
DTF T1 expansion frame Denver 69,887.00
Freight Freight on above Denver 590.51
888 and scat 800 table expansion Denver 15,000.00
89,193.68
Addition 8
SLU Multi-Task DCO Denver 2,956.00
Freight Freight on above Denver 22.95
Re1 15 Sftwr version 15 Denver 55,000.00
Freight Freight on above Denver 34.71
58,013.66
Addition 9
Misc Equip TeleFlex Intelink Denver 58,013.66
Addition 10 58,013.66
Hong Kong Switch Teleselect LA or Hong Kong 220,193.11
220,193.11
TOTAL DENVER SWITCH 1,569,297.24
DENVER ATHENAA.AL3
ATHENA INTERNATIONAL, LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC
SITE: 910 15TH STREET, SUITE 667, DENVER, COLORADO 80202-2928
COUNTY: DENVER
SS-C VENDOR VENDOR
ORDER SS-C TOTAL INVOICE (+10% FEE) INVOICE VENDOR
DESCRIPTION ORDER# AMOUNT AMOUNT AMOUNT AMOUNT NAME
07/20194 DCO-CS 065066 258802.00 256802.00
07/20194 INSTALLATION 065086 38100.00 38100.00
07/20194 SOFTWARE 065066 19350.00 19350.00
ORIGINAL LEASE VALUE - SIGNED 01/30/95 314252.00 314252.00 0.00 0.00
FREIGHT 065066 3052.14 3052.14
11/28194 HARD/SOFT 350531 96073.45 96073.45 87339.50 TELE-FLEX
11/28194 HARD/SOFT 350537 49295.95 49295.95 44814.50 TELE-FLEX
11/28194 HARDWARE 350550 27673.40 27673.40 25159.00 SIRIUS
11/28/94 HARDWARE 350550 5155.70 5155.70 4687.00 SIRIUS
ADDITION I - SIGNED - 02/08/96 181250.84 3052.14 178198.50 162000.00
03/25/96 1152 PORT ADD 089395 148807.00 148807.00
FREIGHT 069395 529.10 529.10
04/02/96 MISC. EQUIP. 350768 15180.00 15180.00 13800.00 TELE-FLEX
ADDITION II - SIGNED - 07/30/96 164516.10 149336.10 15180.00 13800.00
10/04/96 NAMS 350843 101000.00 101000.00 101000.00 ACT TEL
08/29/96 MISC. EQUIP. 350812 25288.93 25288.93 23002.43 TEL PROD
08/29/96 MISC. EQUIP. 350820 13501.00 13501.00 12275.00 TTC
09/10/96 DTF-03 071044 122227.00 122227.00
FREIGHT 071044 2339.72 2339.72
ADDITION III-SIGNED- 12/18/96 264356.65 124566.72 139789.93 136277.43
09/10/96 DTF-O4 071045 87500.00 67500.00
FREIGHT 071045 515.31 515.31
08/27/98
ATHENA-C.WK4-1
DENVER ATHENAA.AL3
ATHENA INTERNATIONAL, LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC
SITE: 910 15TH STREET, SUITE 687, DENVER, COLORADO 80202-2928
COUNTY: DENVER
SS-C VENDOR VENDOR
ORDER SS-C TOTAL INVOICE (+10% FEE) INVOICE VENDOR
DESCRIPTION ORDER# AMOUNT AMOUNT AMOUNT AMOUNT NAME
ADDITION IV - SIGNED - 01/17/97 68015.31 68015.31 0.00 0.00
11/25/98 2 EJH PROC 071522 32420.00 32420.00
FREIGHT 071522 25.58 25.58
01/13/97 A-LINK PAIR 071802 7500.00 7500.00
02/03/97 MISC. EQUIP. 350885 23650.00 23650.00 21500.00 TELE-FLEX
ADDITION V - SIGNED - 02/26/97 63595.58 39945.58 23650.00 21500.00
11/25/96 REL 14.0 071521 15000.00 15000.00
11/25/96 COM CON SEC 071523 22730.00 22730.00
FREIGHT 071523 84.10 84.10
01/13/97 REAL TIME ANI 071805 26666.00 26666.00
01/13/97 200 AMP DIST 071801 3560.00 3560.00
FREIGHT 071801 44.75 44.75
01/20/97 MISC. EQUP. 350891 19812.00 19812.00 18015.00 CIBER NET
ADDITION VI - SIGNED - 03/31/97 87896.85 68084.85 19812.00 18015.00
02/10/97 HENDRY FUSE 071982 3632.00 3632.00
FREIGHT 071982 84.17 84.17
07/24/97 DTF-04 071831 69887.00 69887.00
FREIGHT 071631 590.51 590.51
03/07/97 888 AND SCAT 072119 15000.00 15000.00
ADDITION VII - SIGNED - 05/12/97 89193.68 89193.68 0.00 0.00
02/28/97 SLU MULTI-TASK 072091 2956.00 2956.00
FREIGHT 072091 22.95 22.95
03/26/97 REL 15 072300 55000.00 55000.00
FREIGHT 072300 34.71 34.71
ATHENA-C.WK4-2
08/27/98)
DENVER ATHENAA.A
ATHENA INTERNATIONAL, LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC
SITE: 910 15TH STREET, SUITE 667, DENVER, COLORADO 80202-2928
COUNTY: DENVER
SS-C VENDOR VENDOR
ORDER SS-C TOTAL INVOICE (+10% FEE) INVOICE VENDOR
DATE DESCRIPTION ORDER# AMOUNT AMOUNT AMOUNT AMOUNT NAME
---- ----------- ------ ------ ------ ------ ------ ----
ADDITION VIII - SIGNED - 06/06/97 58013.68 58013.66 0.00 0.00
08/06/97 MISC. EQUIP. 350994 93500.00 93500.00 85000.00 TELE-FLEX
ADDITION IX - SIGNED - 08/08/97 93500.00 0.00 93500.00 85000.00
10/27/97 MISC. EQUIP. 351030 176000.00 176000.00 160000.00 TELESELECT
08/27/98
ATHENA-C.WK4-3
TELECOMMUNICATIONS FINANCE GROUP
LEASE AGREEMENT
This Lease agreement, is effective on July 23, 1994
------------------------------------------
between TELECOMMUNICATIONS FINANCE GROUP ("hereinafter Lessor") and Athens
-------------
International, Ltd. Liability Company dba Athena Internation, LLC, a Limited
- ----------------------------------------------------------------- -----------
Liability with its office located at 910 15 Street, Suite 330, Denver, Colorado
-------------------------------------------
80202-2928
- ---------- -----------------------
("hereinafter Lessee").
1. Lease.
Lessor, subject to the conditions set forth in Section 25 hereof, agrees to
lease to Lessee and Lessor hereunder, those items of personal property (the
"Equipment") which are described on Schedule 1 of Exhibit A hereto. Lessee
agrees to execute and deliver to Lessor a certificate of delivery and
acceptance in substantively the form of Exhibit A hereto (a "Delivery
Certificate") immediately after Turnover of the Equipment, and such
execution shall constitute Lessee's irrevocable acceptance of such items of
Equipment for all purposes of this Lease. The Delivery Certificate shall
constitute a part of this Lease to the same extent was if the provisions
thereof were set forth herein.
2. Definitions.
"Amortization Deductions" as defined in Section 11 (b) (i) hereof.
"Appraisal Procedure" shall mean the following procedure for determining
the Fair Market Sale Value of any item of Equipment. If either Lessor or
Lessee shall request by notice (the "Appraisal Request") to the other that
such value be determined by the Appraisal Procedure, (i) Lessor and Lessee
shall, within 15 days after the Appraisal Request, appoint an independent
appraiser mutually satisfactory to them, or (ii) if the parties are unable
to agree on a mutually acceptable appraiser within such time. Lessor and
Lessee shall each appoint one independent appraiser mutually satisfactory
to them, or (ii) if the parties are unable to agree on a mutually
acceptable appraiser within such time. Lessor and Lessee shall each appoint
one independent appraiser (provided that if either party hereto fails to
notify the other party hereto of the identity of the independent appraiser
chosen by it within 30 days after the Appraisal Request, the determination
of such value shall be made by the independent appraiser chosen by such
other party), and (iii) if such appraiser chosen by such other party), and
(iii) if such appraisers cannot agree on such value within 20 days after
their appointment and if one appraisal is not within 5% of the other
appraisal. Lessor and Lessee shall choose a third independent appraiser
mutually satisfactory to them (or, if they fail to agree upon a third
appraiser within 25 days after the appointment of the first two appraisers,
such third independent appraiser shall within 20 days thereafter be
appointed by the American Arbitration Association), and such value shall be
determined by such third independent appraiser within 20 days after his
appointment, after consultation with the other two independent appraisers.
If the first two appraisals are within 5% of each other, then the average
of the two appraisals shall be the Fair Market Sale Value, The fees and
expenses of all appraisers shall be paid by Lessee.
"Business Day" shall mean a day other than a Saturday, Sunday or legal
holiday under the laws of the State of Florida.
"Code" shall mean the Internal Revenue Code of 1954, as amended, or any
comparable successor law.
"Commencement Date" as defined in Section 3 hereof.
"Default" shall mean any event or condition which after the giving of
notice or lapse of time or both would become an Event of Default.
"Delivery Certificate" as defined in Section 1 hereof.
"Equipment" as defined in Section 1 hereof.
"Event of Default" as defined in Section 18 hereof.
"Event of Loss" shall mean, with respect to any item of Equipment, the
actual or constructive total loss of such item of Equipment or the use
thereof, due to theft, destruction, damage beyond repair or rendition
thereof permanently unfit for normal use from any reason whatsoever, or the
condemnation, confiscation or seizure of, or requisition of title to or use
of, such item of Equipment.
"Fair Market Sale Value" shall, at any time with respect to any item of
Equipment which would be obtained in any arm's-length transaction between
an informed and willing seller under no compulsion to sell and an informed
and willing buyer-user (other than a lessee currently in possession or a
used equipment or scrap dealer). For purposes of Section 7(b) hereof. Fair
Market Sale Value shall be determined by (i) an independent appraiser (at
Lessee's expense) selected by Lessor or (ii) by the Appraiser Procedure if
the Appraisal Request is made at least 90 days (but not more than 360 days)
prior to the termination or expiration of the Lease Term, as the case may
be, which determination shall be made (a) without deduction for any costs
or expenses of dismantling or removal; and (b) on the assumption that such
item of Equipment is free and clear of all Liens and is in the condition
and repair in which it is required to be returned pursuant to Section 7(a)
hereof. For purposes of Section 19(c) hereof, Fair Market sale Value shall
be determined (at Lessee's expense) by an independent appraiser regard to
the provisions of clauses (a) and (b) above; provided that if Lessor shall
have sold any item of Equipment pursuant to Section 19(b) hereof, Fair
Market Sale Value of such item of Equipment shall be the next proceeds of
such sale after deduction of all costs and expenses incurred by Lessor in
connection therewith; provided further, that if for any reason Lessor is
not able to obtain possession of any item of Equipment pursuant to Section
19(a) hereof, the Fair Market Sale Value of such item of Equipment shall be
zero.
"Imposition" as defined in Section 11(a) hereof.
"Indemnitee" as defined in Section 17 hereof.
"Late Charge Rate" shall mean an interest rate per annum equal to the
higher of two percent (2%) over the Reference Rate of eighteen percent
(18%), but not to exceed the highest rate permitted buy applicable law.
"Lease" and the terms "hereof", "herein", "hereto" and "hereunder", when
used in this Lease Agreement, shall mean and include this Lease Agreement.
Exhibits and the Delivery Certificate hereto as the same may from time to
time be amended, modified or supplemented.
"Lease Term" shall mean, with respect to any item of Equipment, the term of
the lease of such item of Equipment hereunder specified in Section 3
hereof.
"Lessee" as defined in the introductory paragraph of this Lease.
"Lessor" as defined in the introductory paragraph of this Lease.
soever; (ii) any defect in the title, condition, design, or operation of, or
lack of fitness for use of, or any damage to, or loss of, all or any part of the
Equipment from any cause whatsoever; (iii) the existence of any Liens with
respect to the Equipment; (iv) the invalidity, unenforceability or disaffirmance
of this Lease or any other document related hereto; or (v) the prohibition of or
interference with the use or possession by Lessee of all or any part of the
Equipment, for any reason whatsoever, including without limitation, by reason of
(1) claims for patent, trademark or copyright infringement; (2) present or
future governmental laws, rules or orders; (3) the insolvency, bankruptcy or
reorganization of any person; and (4) any other cause whether similar or
dissimilar to the foregoing, any present of future law to the contrary
notwithstanding. Lessee hereby waives, to the extent permitted by applicable
law, any and all rights which it may now have or which may at any time hereafter
be conferred upon it, by statute or otherwise, to terminate, cancel, quit or
surrender the lease of any Equipment. If for any reason whatsoever this Lease or
any Supplement, other than pursuant to Section 16(b) hereof, shall be terminated
in whole or in part by operation of law or otherwise, Lessee will nonetheless
pay to Lessor an amount equal to each installment of rent at the time such
installment would have become due and payable in accordance with the terms
hereof. Each payment of rent or other amount paid by Lessee hereunder shall be
final and Lessee will not seek to recover all or any part of such payment from
Lessor for any reason whatsoever.
6. WARRANTY DISCLAIMER;
ASSIGNMENT OF WARRANTIES.
(a) LESSOR NEITHER MAKES NOR SHALL BE DEEMED TO HAVE MADE AND LESSEE HEREBY
EXPRESSLY WAIVES ANY WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS
TO THE EQUIPMENT, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY
OR FITNESS OF THE EQUIPMENT FOR ANY PARTICULAR PURPOSE, FREEDOM FROM
INTERFERENCE OR INFRINGEMENT OR THE LIKE, OR AS TO THE TITLE TO OR LESSOR'S OR
LESSEE'S INTEREST IN THE EQUIPMENT OR AS TO ANY OTHER MATTER RELATING TO THE
EQUIPMENT OR ANY PART THEREOF.
LESSEE CONFIRMS THAT IT HAS SELECTED THE EQUIPMENT AND EACH PART THEREOF ON THE
BASIS OF ITS OWN JUDGMENT AND EXPRESSLY DISCLAIMS RELIANCE UPON ANY STATEMENTS,
REPRESENTATIONS OR WARRANTIES MADE BY LESSOR.
LESSOR NEITHER MAKES NOR SHALL BE DEEMED TO HAVE MADE ANY REPRESENTATION OR
WARRANTY AS TO THE ACCOUNTING TREATMENT TO BE ACCORDED TO THE TRANSACTIONS
CONTEMPLATED BY THIS LEASE OR AS TO ANY TAX CONSEQUENCES AND/OR TAX TREATEMENT
THEREOF.
(b) LESSOR HEREBY ASSIGNS TO LESSEE SUCH RIGHTS AS LESSOR MAY HAVE (TO EXTENT
LESSOR MAY VALIDLY ASSIGN SUCH RIGHTS) UNDER ALL MANUFACTURERS' AND SUPPLIERS'
WARRANTIES WITH RESPECT TO THE EQUIPMENT; PROVIDED, HOWEVER, THAT THE FOREGOING
RIGHTS SHALL AUTOMATICALLY REVERT TO LESSOR UPON THE OCCURRENCE AND DURING THE
CONTINUANCE OF ANY EVENT OF DEFAULT HEREUNDER, OR UPON THE RETURN OF THE
EQUIPMENT TO LESSOR. LESSEE AGREES TO SETTLE ALL CLAIMS WITH RESPECT TO THE
EQUIPMENT DIRECTLY WITH THE MANUFACTURERS OR SUPPLIERS THEREOF, AND TO GIVE
LESSOR PROMPT NOTICE OF ANY SUCH SETTLEMENT AND THE DETAILS OF SUCH SETTLEMENT.
HOWEVER, IN THE EVENT ANY WARRANTIES ARE NOT ASSIGNABLE, THE LESSOR AGREES TO
ACT ON BEHALF OF THE LESSEE IN SETTLING CLAIMS ARISING UNDER THE WARRANTY WITH
THE MANUFACTURER OR SUPPLIER.
(c) IN NO EVENT SHALL LESSOR BE LIABLE FOR LOSS OF REVENUE OR PROFITS, SPECIAL,
INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE OR FROM ANY CAUSE
EVEN IF LESSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
7. Disposition of Equipment.
(a) Return.
Lessee shall, upon the expiration of the Lease Term of each item of Equipment,
subject to paragraph (b) below, return such item of Equipment to Lessor at such
place within the continental United States of America as Lessor shall designate
in writing to Lessee. Until such item of Equipment is returned to Lessor
pursuant to the provisions of this Section, all of the provisions of this Lease
with respect thereto shall continue in full force and effect. Lessee shall pay
all the costs and expenses in connection with or incidental to the return of the
Equipment, including, without limitation, the cost of removing, assembling,
packing, insuring and transporting the Equipment. At the time of such return,
the Equipment shall be in the condition and repair required to be maintained by
Section 12 hereof and free and clear of all Liens.
(b) Purchase Option.
So long as no Default or Event of Default shall have occurred and be continuing,
Lessee may, by written notice given to Lessor at least 120 days (but not more
than 360 days) prior to the expiration date of the Lease Term of any item of
Equipment (which notice shall be irrevocable), elect to purchase such item of
Equipment on such expiration date for a cash purchase price equal to the Fair
Market Sale Value of such item of Equipment determined as of such expiration
date, plus an amount equal to all taxes (other than income taxes on any gain or
such sale), costs and expenses (including legal fees and expenses) incurred or
paid by Lessor in connection with such sale. Upon payment by Lessee of such
purchase price, and of all other amounts then due and payable by Lessee
hereunder, Lessor shall transfer title to such items of Equipment to Lessee on
an "as-is, where-is" basis, without recourse and without representation or
warranty of any kind, express or implied, other than a representation and
warranty that such item of Equipment is free and clear of any Lessor's Liens.
8. Representations and Warranties.
In order to induce Lessor to enter into this Lease and to lease the Equipment to
Lessee hereunder, Lessee represents and warrants that:
(a) Organization.
Lessee is duly organized, validly existing and in good standing under the laws
of the State of Louisiana and is duly qualified to do business and is in good
standing in the State in which the Equipment will be located.
(b) Power and Authority.
Lessee has full power, authority and legal right to execute, deliver and perform
this Lease, and the execution, delivery and performance hereof has been duly
authorized by Lessee's governing body or officer(s).
(c) Enforceability.
This Lease has been duly executed and delivered by Lessee and constitutes a
legal, valid and binding obligation of Lessee enforceable in accordance with its
terms.
(d) Consents and Permits.
The execution, delivery and performance of this Lease does not require any
approval or consent of any trustee, shareholder, partner, sole proprietor or
holders of any
-3-
(c) Lessee will not make or authorize any improvement, change, addition or
alteration to the Equipment (i) if such improvement, change addition or
alteration will impair the originally intended function or use of the
Equipment or impair the value of the Equipment as it existed immediately
prior to such improvement, change, addition, or alteration; or (ii) if any
parts installed in or attached to or otherwise becoming a part of the
Equipment as a result of any such improvement, change, addition, or
alteration shall not be readily removable without damage to the Equipment.
Any part which is added to the Equipment without violating the provisions
of the immediately preceding sentence and which is not a replacement or
substitution for any property of Lessee and may be removed by Lessee at any
time prior to the expiration or earlier termination of the Lease Term. All
such parts shall be and remain free and clear of any Liens. Any such part
which is not so removed prior the expiration or earlier termination of the
Lease Term shall, without further act, become property of Lessor.
13. Inspection.
Upon prior notice, Lessor or its authorized representative may at any
reasonable time or times upon reasonable notice inspect the Equipment when
it deems it necessary to protect its interest therein.
14. Identification.
Lessee shall, at its expense, attach to each item of Equipment a notice
satisfactory to Lessor disclosing Owner's ownership of such item of
Equipment.
15. Personal Property
Lessee represents that the Equipment shall be and at all times remain
separately identifiable personal property. Lessee shall, at its expense,
take such action (including the obtaining and recording of waivers) as may
be necessary to prevent any third party from acquiring any right to or
interest in the Equipment by virtue of the Equipment being deemed to be
real property or a part of real property or a part of other personal
property, and if at any time any person shall claim any such right or
interest, Lessee shall, at its expense, cause such claim to be waived in
writing or otherwise eliminated to Lessor's satisfaction within 30 days
after such claim shall have first become known to Lessee.
16. Loss or Damages.
(a) All risk of loss, theft, damage or destruction to the Equipment or any
part thereof, however incurred or occasioned, shall be borne by Lessee and,
unless such occurrence constitutes an Event of Loss pursuant to paragraph
(b) of this Section, Lessee shall promptly cause the affected part or parts
of the Equipment to be replaced or restored to the condition and repair
required to be maintained by Section 12 hereof.
(b) If an Event of Loss with respect to any item of Equipment shall occur,
Lessee shall promptly give Lessor written notice thereof, and Lessee shall
pay to Lessor written notice thereof, and Lessee shall pay to Lessor as
soon as it receives insurance proceeds with respect to said Event of Loss
but in any event no later than 90 days after the occurrence of said Event
of Loss an amount equal to the sum of (i) the Stipulated Loss Value of such
item of Equipment computed as of the Rent Payment Date with respect to such
item Equipment on or immediately preceding the date of the occurrence of
such Event of Loss; and (ii) all rent and other amounts due and owing
hereunder for such item of Equipment on or prior to the Loss Payment Date.
Upon payment of such amount to Lessor, the lease of such item of Equipment
hereunder shall terminate, and Lessor will transfer within forty days to
Lessee, Lessor's right, title and interest in and to such item of
Equipment, on an "as-is, where-is" basis, without recourse and without
representation or warranty, express or implied, other than a representation
and warranty that such item of Equipment is free and clear of any Lessor's
Liens.
(c) Any payments received at any time by Lessor or Lessee from any insurer
with respect to loss or damage to the Equipment shall be applied as
follows: (i) if such payments are received with respect to an Event of Loss
they shall be paid to Lessor, but to the extent received by Lessor, they
shall reduce or discharge, as the case the case may be, Lessee's obligation
to pay the amounts due to Lessor under Section 16 (b) hereof with respect
to such Event of Loss or (ii) if such payments shall, unless a Default or
Event of Default shall have occurred and be continuing, be paid over to
Lessee to reimburse Lessee for its payment of the costs and expenses
occurred and be continuing, be paid over to Lessee to reimburse Lessee for
its payment of the costs and expenses occurred by Lessee in replacing or
restoring pursuant to Section 16 (a) hereof the part or parts of the
Equipment which suffered such loss or damage.
17. General Indemnity.
Lessee assumes liability for, and shall indemnify, protect save and keep
harmless Lessor and its agents, servants, successors and assigns (an
"Indemnitee") from and against any and all liabilities, obligations,
losses, damages, penalties, claims, actions, suits, costs and expenses,
including reasonable legal expenses, of whatsoever kind and nature, imposed
on, incurred by or asserted against an Indemnitee, in any way6 relating to
or arising out this Lease or the enforcement hereof, or the manufacture,
purchase, acceptance, rejection ownership, possession, use selection,
delivery, lease, operation, condition, sale, return or other disposition of
the Equipment or any part thereof (including, without limitation, latent or
other defects, whether or not discoverable by Lessee or any other person,
any claim in tort for strict liability and any claim for patent, trademark
or copyright infringement); provided, however, that Lessee shall not be
required to indemnify any Indemnitee for loss or liability arising from
acts or events which occur after the Equipment has been returned to Lessor
in accordance with the Lease, or for loss or liability resulting solely
from the willful misconduct or gross negligence of such Indemnitee. The
provisions of this Section shall survive the expiration or earlier
termination of this Lease.
18. Events of Default.
The following events shall each constitute an event of default (herein
called "Event of Default") under this Lease:
(i) Lessee shall fail to execute and deliver to Lessor (or Lessor's agent)
the "Delivery Certificate" within twenty-four (24) hours of Turnover of
Equipment to Lessee.
(ii) Lessee shall fail to commence lease payments on the first day of the
month following the Commencement Date, or such other initiation of lease
payments as specified in Section 5 of this Lease.
(iii) Lessee shall fail to make any payment of rent or other amount owing
hereunder after notice has been given that payment is past due; or
(iv) Lessee shall fail to maintain the insurance required by Section 10
hereof or to perform or observe any of the convenants contained in Section
21 or 22 hereof; or
(v) Lessee shall fail, to perform or observe any other convenant, condition
or agreement to be performed or observed by it with respect to this Lease
and such failure shall continue unremedied for 30 days after the earlier of
(a) the date on which Lessee obtains, or should have obtained knowledge of
such failure; or (b) the date on
5
which notice thereof shall be given by Lessor to Lessee; or
(vi) Any representation or warranty made by Lessee herein or in any document,
certificate or financial or other statement now or hereafter furnished Lessor in
conenction with this Lease shall prove at any time to have been untrue,
incomplete or misleading in any material respect as of the time when made; or
(vii) The entry of a decree or order for relief by a court having jurisdiction
in respect of Lessee, adjudging Lessee a bankrupt or insolvent, or approving as
properly filed a petition seeking a reorganization, arrangement, adjustment or
composition of or in respect of Lessee in an involuntary proceeding or case
under the Federal bankruptcy laws, as now or hereafter constituted, or any other
applicable Federal or State bankruptcy, insolvency or similar law, or
appointing a receiver, liquidator, assignee, custodian, trustee or sequestrator
(or similar official) of Lessee or of any substantial part of its
property, or ordering the winding-up or liquidation of its affairs, and the
continuance of any such decree or order unstayed and in effect for a period
of 30 days; or
(vii) The institution by Lessee of proceedings to be adjudicated a bankrupt or
insolvent, or the consent by it to the institution of bankruptcy or insolvency
proceedings against it, or the commencement by Lessee of a voluntary proceeding
or case under the Federal bankruptcy laws, as now or hereafter constituted, or
any other applicable Federal or state bankruptcy, insolvency proceedings against
it, or the commencement by Lessee of a voluntary proceeding or case under the
Federal ankruptcy laws, as now or hereafter constituted, or any other applicable
Federal or state bankruptcy, insolvency or other similar law, or the consent by
it to the filing of any such petition or to the appointment of or taking
possession by a receiver, liquidator, assignee, trustee, custodian or
sequestrator (or other similar official) of Lessee or of any substantial part of
its property or the making by it of any assignment for the benefit of creditors
or the admission by it of its inability to pay its debts generally as they
become due or its willingness to be adjudicated a bankrupt or the failure of
Lessee generally to pay its debts as they become due or the taking of corporate
action by Lessee in furtherance of any of the foregoing.
19. Remedies.
If an Event of Default specified in Subsection 18 (vii) or (viii) above shall
occur, then, and in any such event, Lessor shall not be obligated to purchase or
lease any of the Equipment and this Lease shall, without any declaration or
other action by Lessor, be in default. If an Event of Default, other than an
Event of Default specified in Subsection 18 (vii) or (viii) above, shall occur.
Lessor may, at its option, declare this Lease to be in default. At any time
after this Lease is in default under the first sentence of this Section 19,
Lessor has declared this Lease to be in default under the second sentence of
this Section 19, Lessor and/or its representative may do any one or more of the
following with respect to all of the Equipment or any part thereof as Lessor in
its sole discretion shall elect, to the extent permitted by applicable law then
in effect:
(a) demand that Lessee, and Lessee shall at its expense upon such demand, return
the Equipment promptly to Lessor at such place in the continental United States
of America as Lessor shall specify, or Lessor and/or its agents, at its option,
may with or without entry upon the premises where the Equipment is located and
disable the Equipment, or make the Equipment inoperable permanently or
temporarily in Lessor's sole discretion, and/or take immediate possession of the
Equipment and remove the same by summary proceedings or otherwise, all without
liability for by reason of such entry or taking of possession, whether for the
restoration of damage to property caused by such taking or for disabling or
otherwise;
(b) sell the Equipment at public or private sale, with or without notice,
advertisement or publication, as Lessor may determine, or otherwise dispose of,
hold, use, operate, lease to others or keep idle the Equipment as Lessor in its
sole discretion may determine, all free and clear of any rights of Lessee and
without any duty to account to Lessee with respect to such action or inaction or
for any proceeds with respect thereto;
(c) by written notice to Lessee specifying a payment date which shall be not
earlier than 20 days after the date of such notice, demand that Lessee pay to
Lessor, and Lessee shall pay to Lessor, on the payment date specified in such
notice, as liquidated damages for loss of a bargain and not as a penalty, all
accrued and unpaid rent for the Equipment due on all Rent Payment Dates up to
and including the payment date specified in such notice plus an amount (together
with interest on such amount at the Late Charge Rate, from the payment date
specified in such notice to the date of actual payment) equal to the excess, if
any, of the Stipulated Loss Value of the Equipment as of the payment date
specified in such notice over the Fair Market Sale Value of the Equipment as of
such date:
(d) Lessor may exercise any other right or remedy which may be available to it
under applicable law or proceed by appropriate court action to enforce the terms
hereof or to recover damages for the breach hereof or to rescind this Lease.
Lessor is entitled to recover any amount that fully compensates the Lessor for
any damage to or loss of the Lessor's residual interest in the leased property
caused by the Lessee's default.
In the event any present value discounting is applied, the discount rate used
shall be the Federal Reserve Board Discount Rate.
In addition, Lessee shall be liable for any and all unpaid rent and other
amounts due hereunder before or during the exercise of any of the foregoing
remedies and for all reasonable legal fees and other costs and expenses incurred
by reason of the occurrence of any Event of Default or the exercise Lessor's
remedies with respect thereto, including all reasonable costs and expenses
incurred in connection with the placing of the Equipment in the condition
required by Section 12 hereof.
No remedy referred to in this Section 19 is intended to be exclusive, but each
shall be cumulative and in addition to any other remedy referred to herein or
otherwise available to Lessor at law or in equity; and the exercise or beginning
of exercise by Lessor of any one or more of such remedies shall not preclude the
simultaneous or later exercise by Lessor of any or all such other remedies. No
express or implied waiver by Lessor of an Event of Default shall in any way be,
or be construed to be, a waiver of any future or subsequent Event of Default. To
the extent permitted by applicable law, Lessee hereby waives any rights now or
hereafter conferred by statute or otherwise which may require Lessor to sell or
lease or otherwise use the Equipment in mitigation of Lessor's damages or losses
or which may otherwise limit or modify any of Lessor's rights or remedies under
this Lease.
20. Lessor's Right to Perform.
If Lessee fails to make any payment required to be made by it hereunder or fails
to perform or comply with any of its other agreements contained herein. Lessor
may itself make such payment or perform or comply with such agreement, and the
amount of such payment and the amount of the reasonable expenses of Lessor
incurred in connection with such payment or the performance of or compliance
with such agreement, as the case may be, together with interest thereon at the
Late Charge Rate, shall be deemed to be additional rent, payable by Lessee
within 30 days of notice.
6
21. LOCATION; ASSIGNMENT OR SUBLEASE;
TITLE TRANSFER.
(a) LESSEE WILL NOT REMOVE THE EQUIPMENT FROM THE LOCATION SPECIFIED IN
SCHEDULE 1 OF EXHIBIT A WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR. SUCH
CONSENT NOT TO BE UNREASONABLY WITHHELD, EXCEPT REMOVAL OUTSIDE THE
CONTINENTAL U.S. IS NOT PERMITTED. THE EQUIPMENT SHALL AT ALL TIMES BE IN
THE SOLE POSSESSION AND CONTROL OF LESSEE AND LESSEE WILL NOT, WITHOUT THE
PRIOR WRITTEN CONSENT OF LESSOR, ASSIGN THIS LEASE OR ANY INTEREST HEREIN
OR SUBLEASE OR OTHERWISE TRANSFER ITS INTEREST IN ANY OF THE EQUIPMENT,
AND ANY ATTEMPTED ASSIGNMENT, SUBLEASE OR OTHER TRANSFER BY LESSEE IN
VIOLATION OF THESE PROVISIONS SHALL BE VOID.
(b) LESSOR AND LESSEE ACKNOWLEDGE THAT LESSOR (i) MAY TRANSFER ITS INTEREST
IN THE EQUIPMENT TO AN OWNER OTHER THAN LESSOR, LESSOR MAY
CONTEMPORANEOUSLY THEREWITH LEASE THE EQUIPMENT BACK FROM SUCH OWNER, AND
(ii) MAY ASSIGN THIS LEASE, LESSEE HEREBY CONSENTS TO EACH OF THE
ABOVE-DESCRIBED TRANSACTIONS. FURTHER LESSEE DOES HEREBY ACKNOWLEDGE
(i) THAT ANY SUCH ASSIGNMENT BY LESSOR DOES NOT MATERIALLY CHANGE LESSEE'S
DUTIES AND OBLIGATION HEREUNDER, (ii) THAT SUCH ASSIGNMENT DOES NOT
MATERIALLY INCREASE THE BURDEN OR RIGHT IMPOSED ON THE LESSEE AND
(iii) THAT THE ASSIGNMENT IS PERMITTED EVENT IF THE ASSIGNMENT COULD BE
DEEMED TO MATERIALLY AFFECT THE INTEREST OF THE LESSEE.
22. Status Changes in Lessee.
Lessee will not thirty (30) days prior written notice to Lessor, (a) enter
into any transaction of merger or consolidation unless it is the surviving
corporation or after giving effect to such merger or consolidation its net
worth equals or exceeds that which existed prior to such merger or
consolidation; or (b) change the form of organization of its business; or
(c) change its name or its chief place of business. Lessee must obtain
Lessor's prior written concurrence before Lessee must obtain Lessor's prior
written concurrence before Lessee may undertake any actions to (a)
liquidate or dissolve or similar action of the Lessee's organization, or
(b) sell, transfer or otherwise dispose of all or any substantial part of
Lessee's assets.
23. Further Assurances; Financial Information.
(a) Lessee will, at its expense, promptly and duly execute and deliver to
Lessor such further documents and assurances and take such further action
as Lessor may from time to time request in order to establish and protect
the rights, interests and remedies created or intended to be created in
favor of Lessor hereunder, including, without limitation, the execution and
filing of Uniform Commercial Code financing statements covering the
Equipment and proceeds therefrom in the jurisdictions in which the
Equipment is located from time to time. To the extent permitted by
applicable law, Lessee hereby authorizes Lessor to file any such financing
statements without the signature of Lessee.
(b) Lessee will qualify to do business and remain qualified in good
standing, in each jurisdiction in which the Equipment is from time to time
located.
(c) Lessee will furnish to Lessor as soon as available, but in any event
not later than 90 days after the end of each fiscal year of Lessee, a
consolidated balance sheet of Lessee as at the end of such fiscal year,
and consolidated statements of income and changes in financial position of
Lessee for such fiscal year, all in reasonable detail, prepared in
accordance with generally accepted accounting principles applied on a
basis consistently maintained throughout the period involved. These
reports will not be disclosed to anyone other than the Lessor and/or Owner
as provided in Section 21(b).
24. Notices.
All notices, demands and other communications hereunder shall be in writing,
and shall be deemed to
have been given or made when deposited in the United States mail, first class
postage prepaid, addressed as follows or to such other address as any of the
following persons may from time to time designate in writing to the other
persons listed below:
Lessor: Telecommunications Finance Group
400 Rinehart Road
Lake Mary, Florida 32746
Lessee: Athena International, Ltd. Liability Co.
dba Athena International, LLC
910 15th Street, Suite 330
Denver, CO 80202-2928
25. Conditions Precedent:
(a) Lessor shall not be obligated to lease the items of Equipment described
herein to Lessee hereunder unless:
(i) Such Uniform Commercial Code financial statements covering Equipment
proceeds therefrom and landlord and/or mortgagee waivers or disclaimers
and/or severance agreements with respect to the items of Equipment
covered by this Lease as Lessor shall deem necessary or desirable in
order to perfect and protect its interests therein shall have been duly
executed and filed, at Lessee's expense, in such public offices as
Lessor shall direct;
(ii) All representations and warranties of Lessee contained herein or in
any document or certificate furnished Lessor in connection herewith
shall be true and correct on and as of the date of this Lease with the
same force and effect as if made on and as of such date; no Event of
Default or Default shall be in existence on such date or shall occur as
a result of the lease by Lessee of the Equipment specified in Schedule 1
of Exhibit A;
(iii) In the sole judgment of Lessor, there shall have been no material
adverse change in the financial condition of business or Lessee;
(iv) All proceedings to be taken in connection with the transactions
contemplated by this Lease; and all documents incidental thereto, shall
be satisfactory in form and substance to Lessor and its counsel;
(v) Lessor shall have received from Lessee, in form and substance
satisfactory to it, such other documents and information as Lessor shall
reasonably request;
(vii) No Change in Tax Law, which in the sole judgment of Lessor would
adversely affect Lessor's Economics, shall have occurred or shall
appear, in Lessor's good faith judgment, to be imminent.
26. Software License.
Reference is made to the form of DCO Software License Agreement attached
hereto as Exhibit B (the ("License Document"). Lessor has arranged for the
Equipment manufacturer to grant Lessee a license to use the Software as
defined in the License Document in conjunction with the equipment leased
hereunder in accordance with the
7
Amendment to Lease Agreement dated July 25, 1994 between
Telecommunications Finance Group and
Athena International Ltd. Liability Co. ,
for a DCO-CS and Peripheral Equipment
located in Denver, Colorado
Section 24. Notices.
This section and the notice provision of the related Software License
Agreement (Exhibit B) is amended to read as follows:
Lessee: Athena International Ltd. Liability Co.
dba Athena International, LLC
910 15th Street, 335
Denver, CO 80202-2928
Telecommunications Finance Group Athena International Ltd. Liability Co.
BY: illegible BY: /s/ Michael T. Landers
------------------------------ ------------------------------------
Michael T. Landers Exec. Director
------------------------------ ------------------------------------
Authorized Representative of (Name & Title)
Telecommunications Finance Group
Date Signed: 5/12/95 Date Signed: 5/8/95
------------------ -----------------------
AMENDMENT TO LEASE AGREEMENT DATED JULY 25, 1994 BETWEEN
TELECOMMUNICATIONS FINANCE GROUP (LESSOR) AND
ATHENA INTERNATIONAL, LTD. LIABILITY CO.
DBA ATHENA INTERNATIONAL, LLC (LESSEE)
FOR A USED DCO-CS TO BE LOCATED IN DENVER, COLORADO
"Reference Rate" shall mean the rate of interest publicly
announced by Citibank, N.A. in New York, New York from time to
time as its prime rate.
The reference rate is not intended to be the lowest rate of
interest charged by Citibank, N.A. in connection with
extensions of credit to debtors. The Reference Rate shall be
determined at the close of business on the 15th day of each
calendar month (if the 15th day is not a Business Day, then on
the first preceding Business Day) and shall become effective
as of the first day of the calendar month succeeding such
determination and shall continue in effect to, and including,
the last day of said calendar month.
TELECOMMUNICATIONS FINANCE GROUP ATHENA INTERNATIONAL, LTD.
LIABILITY CO. DBA ATHENA
INTERNATIONAL, LLC
BY: BY:
------------------------------- --------------------------
------------------------------- --------------------------
AUTHORIZED REPRESENTATIVE OF (NAME & TITLE)
TELECOMMUNICATIONS FINANCE GROUP
DATE SIGNED: 12/17/94 DATE SIGNED: 10/18/94
--------------------- -----------------
SCHEDULE B
AMENDMENT TO LEASE AGREEMENT DATED JULY 25, 1994 BETWEEN
TELECOMMUNICATIONS FINANCE GROUP (LESSOR) AND
ATHENA INTERNATIONAL, LTD. LIABILITY CO.
DBA ATHENA INTERNATIONAL, LLC (LESSEE)
FOR A USED DCO-CS TO BE LOCATED IN DENVER, COLORADO
A DEPOSIT EQUAL TO 5% OF LESSOR'S VALUE IS REQUIRED BY LESSOR PRIOR TO SHIPMENT,
WHICH WILL BE APPLIED FIRST TO THE FIRST INSTALLMENT OF LEASE RENT, SECONDLY TO
THE THIRTEENTH INSTALLMENT AND ANY REMAINING BALANCE WILL BE APPLIED TO THE
FINAL INSTALLMENT.
IN THE EVENT OF EARLY TERMINATION OF THE LEASE DUE TO DEFAULT BY LESSEE, ANY
UNAPPLIED PORTION OF THE 5% DEPOSIT IS NON-REFUNDABLE AND WILL BE RETAINED BY
LESSOR.
IN THE EVENT LESSEE HAS MORE THAN ONE LEASE WITH LESSOR, AN EVENT OF DEFAULT FOR
ONE LEASE WILL, IN ITSELF, BE AN EVENT OF DEFAULT ON ALL OTHER LEASES IN THE
NAME OF THE LESSEE.
TELECOMMUNICATIONS FINANCE GROUP ATHENA INTERNATIONAL, LTD.
LIABILITY CO. DBA ATHENA
INTERNATIONAL, LLC
BY: CC Calloway BY: /s/ Michael T. Landers
----------------------------- ---------------------------
Michael T. Landers, Managing
----------------------------- ---------------------------
AUTHORIZED REPRESENTATIVE OF (NAME & TITLE)
TELECOMMUNICATIONS FINANCE GROUP
DATE SIGNED: 12/17/94 DATE SIGNED: 10/18/94
------------------ ------------------
SCHEDULE C
AMENDMENT TO LEASE AGREEMENT DATED JULY 25, 1994 BETWEEN
TELECOMMUNICATIONS FINANCE GROUP (LESSOR) AND
ATHENA INTERNATIONAL, LTD. LIABILITY CO.
DBA ATHENA INTERNATIONAL, LLC (LESSEE)
FOR A USED DCO-CS TO BE LOCATED IN DENVER, COLORADO
LESSEE AFFIRMS TO THE FOLLOWING:
ALL THIRD PARTY VENDOR EQUIPMENT TO BE ADDED TO THE LEASE MUST BE PURCHASED OR
APPROVED BY THE SIEMENS STROMBERG-CARLSON PURCHASING DEPARTMENT. THE CUMULATIVE
TOTAL OF THIRD PARTY VENDOR EQUIPMENT WHICH MAY BE ADDED TO THE LEASE CANNOT
EXCEED 20% OF THE VALUE OF THE EQUIPMENT PROVIDED BY SIEMENS STROMBERG-CARLSON.
SUBJECT TO THE 20% CAP, THE ONLY THIRD PARTY VENDOR EQUIPMENT WHICH MAY BE ADDED
TO A LEASE ARE APPROVED BILLING EQUIPMENT AND SYSTEMS AND OAS (OPERATOR ASSISTED
SYSTEM) EQUIPMENT AND SYSTEMS. OTHER ITEMS MAY BE ADDED IF THE SIEMENS
STROMBERG-CARLSON OCC SENIOR PROGRAM MANAGER CONFIRMS THAT IT IS NECESSARY AS AN
ADDITION TO ONE OF THE APPROVED SYSTEMS.
A DEPOSIT EQUAL TO 5% OF THE THIRD PARTY VENDOR EQUIPMENT (WHICH IS SUBJECT TO
THE 20% CAP ABOVE) IS REQUIRED BY LESSOR PRIOR TO ISSUING A PURCHASE ORDER TO
THE THIRD PARTY VENDOR. THIS DEPOSIT WILL BE APPLIED FIRST TO THE FIRST
INSTALLMENT OF LEASE RENT, SECONDLY TO THE THIRTEENTH INSTALLMENT AND ANY
REMAINING BALANCE WILL BE APPLIED TO THE FINAL INSTALLMENT. IF THE FIRST
INSTALLMENT HAS PASSED, THIS DEPOSIT WILL BE APPLIED TO THE THIRTEENTH AND FINAL
INSTALLMENT. IF THE FIRST AND THIRTEENTH INSTALLMENT HAVE PASSED, THIS DEPOSIT
WILL BE APPLIED TO THE FINAL INSTALLMENT.
IN THE EVENT OF EARLY TERMINATION OF THE LEASE DUE TO DEFAULT BY LESSEE, ANY
UNAPPLIED PORTION OF THE 5% DEPOSIT IS NON-REFUNDABLE AND WILL BE RETAINED BY
LESSOR.
A 10% FEE WILL BE ADDED TO THE PRICE OF ALL THIRD PARTY VENDOR EQUIPMENT. THIS
EQUIPMENT WILL BE ADDED TO THE LEASE AT THE THEN CURRENT LEASE RATE AS
DETERMINED BY LESSOR.
TELECOMMUNICATIONS FINANCE GROUP ATHENA INTERNATIONAL, LTD.
LIABILITY CO. DBA ATHENA
INTERNATIONAL, LLC
BY: CC Calloway BY: Michael T. Landers
----------------------------- ---------------------------
Executive Director
----------------------------- ---------------------------
AUTHORIZED REPRESENTATIVE OF (NAME & TITLE)
TELECOMMUNICATIONS FINANCE GROUP
DATE SIGNED: 12/17/94 DATE SIGNED: NOV. 22, 1994
-------------------- ------------------
AMENDMENT TO LEASE AGREEMENT DATED 07/25/94 BETWEEN
TELECOMMUNICATIONS FINANCE GROUP AND
ATHENA INTERNATIONAL LTD. LIABILITY CO.
FOR EQUIPMENT INSTALLED IN DENVER, CO
Section 24. Notices
This section and the notice provision of the related Software License
Agreement (Exhibit B) is amended to read as follows:
Lessee: ATHENA INTERNATIONAL LTD. LIABILITY CO.
701 Poydras Street
675 One Shell Square
New Orleans, LA 70139
TELECOMMUNICATIONS FINANCE GROUP ATHENA INTERNATIONAL LTD. LIABILITY CO.
BY: C.C. Calloway BY: illegible
------------------------------ ----------------------------------
Michael T. Landers
------------------------------ ----------------------------------
Authorized Representative (Name &.Title)
Date Signed: 10/9/95 Date Signed: October 2,1995
--------------------- ----------------------
COMPANY: Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION: V
DATED: February 25, 1997
0.01 SCHEDULE A
STIPULATED LOSS VALUE
The Stipulated Loss Value of any item of Equipment as of any Rent payment Date
with respect of such item of Equipment shall be determined by multiplying the
Lessor's Value of such item of Equipment by the percentage set forth below for
such Rent Payment Date; provided that, any determination of Stipulated Loss
Value as of a date occurring after the final Rent Payment Date with respect to
such item of equipment, shall be made as of such final Rent Payment Date.
After Rent
Payment Number Percentage
-------------- ----------
0 105.0000
1 103.2023
2 101.3797
3 99.5321
4 97.6591
5 95.7605
6 93.8360
7 91.8855
8 89.9086
9 87.9050
10 85.8746
11 83.8170
12 81.7320
13 79.6192
14 77.4785
15 75.3094
16 73.1119
17 70.8855
18 68.6299
19 66.3450
20 64.0303
21 61.6856
22 59.3106
23 56.9050
24 54.4685
25 51.1674
26 47.8348
27 44.4703
28 41.0737
29 37.6445
30 34.1826
31 30.6875
32 27.1589
33 23.5965
34 20.0000
ATHENA INTERNATIONAL, LTD. LIABILITY CO.
DBA ATHENA INTERNATIONAL, LLC
SITE: DENVER, COLORADO
SCHEDULE A - ORIGINAL LEASE VALUE
STIPULATED LOSS VALUE
The Stipulated Loss Value of any item of Equipment as of any Rent Payment Date
with respect of such item of Equipment shall be determined by multiplying the
Lessor's Value of such item of Equipment by the percentage set forth below for
such Rent Payment Date; provided that, any determination of Stipulated Loss
Value as of a date occurring the final Rent Payment Date with respect equipment,
shall be made as of such final Rent Payment Date.
After Rent
Payment Number Percentage
-------------- ----------
0 105.0000
1 104.1089
2 103.2055
3 102.2898
4 101.3616
5 100.4208
6 99.4672
7 98.5008
8 97.5214
9 96.5288
10 95.5230
11 94.5038
12 93.4710
13 92.4247
14 91.3644
15 90.2903
16 89.2021
17 88.0997
18 86.9829
19 85.8517
20 84.7057
21 83.5450
22 82.3694
23 81.1786
24 79.9726
25 78.7512
26 77.5143
27 76.2617
28 74.9932
29 73.7087
30 72.4080
31 71.0910
32 69.7574
33 68.4073
34 67.0402
35 65.6562
36 64.2550
37 62.8364
38 61.4003
39 59.9466
40 58.4749
41 56.9852
42 55.4773
43 53.9510
44 52.4061
45 50.8424
46 49.2597
47 47.6578
48 46.0366
49 43.9792
50 41.9021
51 39.8050
52 37.6878
53 35.5502
54 33.3921
55 31.2133
56 29.0134
57 26.7925
58 24.5501
59 22.2862
60 2O.0000
ATHENA INTERNATIONAL LTD. LIABILITY CO.
DBA ATHENA INTERNATIONAL, LLC
SITE: DENVER, COLORADO
SCHEDULE A- ADDITION I
STIPULATED LOSS VALUE
The Stipulated Loss Value of any item of Equipment as of any Rent Payment
Date with respect of such item of Equipment shall be determined by
multiplying the Lessor's Value of such item of Equipment by the percentage
set forth below for such Rent Payment of a date occurring after the final
Rent Payment Date with respect to such item of equipment, shall be made as
of such final Rent Payment Date.
After Rent
Payment Number Percentage
-------------- ----------
0 105.0000
1 103.9866
2 102.9597
3 101.9193
4 100.8653
5 99.7974
6 98.7155
7 97.6196
8 96.5094
9 95.3849
10 94.2459
11 93.0921
12 91.9236
13 90.7401
14 89.5415
15 88.3277
16 87.0984
17 85.8535
18 84.5930
19 83.3166
20 82.0241
21 80.7154
22 79.3904
23 78.0488
24 76.6905
25 75.3154
26 73.9233
27 72.5140
28 71.0873
29 69.6431
30 68.1811
31 66.7013
32 65.2034
33 63.6872
34 62.1526
35 60.5994
36 59.0273
37 57.4363
38 55.8261
39 54.1965
40 52.5474
41 50.8785
42 49.1896
43 47.4805
44 45.7511
45 44.0012
46 42.2304
47 40.4387
48 38.6258
49 36.3748
50 34.1022
51 31.8077
52 29.4912
53 27.1525
54 24.7912
55 22.4072
56 20.0000
ATHENA INTERNATIONAL LTD. LIABILITY CO.
DBA ATHENA INTERNATIONAL, LLC
SITE: DENVER, COLORADO
ADDITION II - 07/23/96
SCHEDULE A
STIPULATED LOSS VALUE
The Stipulated Loss Value of any item of Equipment as of any Rent Payment Date
with respect of such item of Equipment shall be determined by multiplying the
Lessor's Value of such item of Equipment by the percentage set forth below for
such Rent Payment Date; provided that, any determination of Stipulated Loss
Value as of a date occurring after the final Rent Payment Date with respect to
such item of equipment, shall be made as of such final Rent Payment Date.
After Rent
Payment Number Percentage
-------------- ---------
0 105.0000
1 103.4485
2 101.8772
3 100.2858
4 98.6741
5 97.0420
6 95.3893
7 93.7157
8 92.0210
9 90.3050
10 88.5675
11 86.8083
12 85.0272
13 83.2240
14 81.3983
15 79.5501
16 77.6791
17 75.7850
18 73.8677
19 71.9268
20 69.9622
21 67.9736
22 65.9608
23 63.9235
24 61.8615
25 59.7745
26 57.6624
27 55.5248
28 53.3615
29 51.1722
30 48.9567
31 46.7146
32 44.4459
33 42.1501
34 39.8270
35 37.4764
36 35.0979
37 32.1357
38 29.1451
39 26.1259
40 23.0776
41 20.0000
ATHENA INTERNATIONAL LTD. LIABILITY CO.
DBA'ATHENA INTERNATIONAL, LLC
SITE: 'DENVER, COLORADO
ADDITION III - 12/02/96
SCHEDULE A
The Loss Value of any item of Equipment as of any Rent Payment Date with respect
of such item of Equipment shall be determined by multiplying the Lessor's Value
of such item of Equipment by the percentage, set forth below for such Rent
Payment Date; provided that, any determination of Stipulated Loss Value as of a
date occurring after the final Rent Payment Date with respect to such item of
equipment, shall be made as of such final Rent Payment Date.
After Rent
Payment Number Percentage
-------------- ---------
0 105.0000
1 103.1736
2 101.3248
3 99.4532
4 97.5588
5 95.6412
6 93.7002
7 91.7356
8 89.7471
9 87.7346
10 85.6977
11 83.6363
12 81.5500
13 79.4387
14 77.3020
15 75.1398
16 72.9518
17 70.7376
18 68.4972
19 66.2301
20 63.9361
21 61.6150
22 59.2665
23 56.8903
24 54.4861
25 52.0537
26 49.5928
27 47.1030
28 44.5842
29 42.0359
30 39.4580
31 36.8500
32 34.2118
33 31.5430
34 28.8433
35 26.1124
36 23.3500
37 20.0000
ATHENA INTERNATIONAL LTD. LIABILITY CO.
DBA ATHENA INTERNATIONAL, LLC
SITE: DENVER, COLORADO
ADDITION IV - 01/13/97
SCHEDULE A
STIPULATED LOSS VALUE
Stipulated Loss Value of any item of Equipment as of any Rent Payment Date with
respect of such item of Equipment shall be determined by multiplying the
Lessor's Value of such item of Equipment by the percentage set forth below for
such Rent Payment Date; provided that that, any determination of Stipulated Loss
Value as equipment, shall be made as of such final Rent Payment Date.
After Rent
Payment Number Percentage
-------------- ----------
0 105.0000
1 103.0952
2 101.1673
3 99.2158
4 97.2407
5 95.2417
6 93.2185
7 91.1710
8 89.0987
9 87.0016
10 84.8794
11 82.7317
12 80.5585
13 78.3593
14 76.1340
15 73.8822
16 71.6038
17 69.2984
18 66.9657
19 64.6056
20 62.2178
21 59.8018
22 57.3576
23 54.8848
24 52.3830
25 49.8521
26 47.2916
27 44.7015
28 42.0812
29 39.4306
30 36.7493
31 34.0370
32 31.2935
33 28.5183
34 25.7112
35 22.8719
36 20.0000
COMPANY: ATHENA INTERNATIONAL LTD. LIABILITY CO.
DBA ATHENA INTERNATIONAL, LLC
SITE LOCATION: DENVER, COLORADO
ADDITION: V
DATED: February 25, 1997
0.01 SCHEDULE A
STIPULATED LOSS VALUE
The Stipulated Loss Value of any item of Equipment as of any Rent Payment Date
with respect of such item of Equipment shall be determined by multiplying the
Lessor's Value of such item of Equipment by the percentage set forth below for
such Rent Payment Date; provided that, any determination of Stipulated Loss
Value as of a date occurring after the final Rent Payment Date with respect to
such item of equipment, shall be made as of such final Rent Payment Date.
After Rent
Payment Number Percentage
-------------- ----------
0 105.0000
1 103.2023
2 101.3797
3 99.5321
4 97.6591
5 95.7605
6 93.8360
7 91.8855
8 89.9086
9 87.9050
10 85.8746
11 83.8170
12 81.7320
13 79.6192
14 77.4785
15 75.3094
16 73.1119
17 70.8855
18 68.6299
19 66.3450
20 64.0303
21 61.6856
22 59.3106
23 56.9050
24 54.4685
25 51.1674
26 47.8348
27 44.4703
28 41.0737
29 37.6445
30 34.1826
31 30.6875
32 27.1589
33 23.5965
34 20.0000
ATHENA INTERNATIONAL
SITE: DENVER, CO
ADDITION VI 03/25/97
0.009166 SCHEDULE A
STIPULATED LOSS VALUE
The Stipulated Loss Value of any item of Equipment as of any Rent Payment
Date with respect of such item of Equipment shall be determined by multiplying
the Lessor's Value of such item of Equipment by the percentage set forth below
for such Rent Payment Date; provided that, any determination of Stipulated Loss
Value as of a date occurring after the final Rent Payment Date with respect to
such item of equipment, shall be made as of such final Rent Payment Date.
After Rent
Payment Number Percentage
-------------- ----------
0 105.0000
1 103.0730
' 2 101.1221
3 99.1471
4 97.1477
5 95.1237
6 93.0750
7 91.0012
8 88.9021
9 86.7775
10 84.6273
11 82.4510
12 80.2486
13 78.0197
14 75.7642
15 73.4817
16 71.1721
17 68.8350
18 66.4702
19 64.0776
20 61.6567
21 59.2074
22 56.7294
23 54.2224
24 51.6862
25 48.2872
26 44.8584
27 41.3996
28 37.9104
29 34.3907
30 30.8401
31 27.2583
32 23.6450
33 20.0000
ATHENA INTERNATIONAL, LLC
SITE: DENVER, COLORADO
ADDITION VII - 05/07/97
0.009166 SCHEDULE A
STIPULATED LOSS VALUE
Stipulated Loss Value of any item of Equipment as of any Rent Payment Date with
respect of such item of Equipment shall be determined by multiplying the
Lessor's Value of such item of Equipment by the percentage set forth below for
such Rent Payment Date; provided that, any determination of Stipulated Loss
Value as of a date occurring after the final Rent Payment Date with respect to
such item of equipment, shall be made as of such final Rent Payment Date.
After Rent
Payment Number Percentage
-------------- ----------
0 105.0000
1 102.9738
2 100.9229
3 98.8470
4 96.7458
5 94.6191
6 92.4668
7 90.2885
8 88.0840
9 85.8532
10 83.5956
11 81.3112
12 78.9996
13 76.6606
14 74.2940
15 71.8995
16 69.4768
17 67.0257
18 64.5459
19 62.0372
20 59.4993
21 56.9320
22 54.3348
23 51.7077
24 49.0503
25 45.5289
26 41.9768
27 38.3935
28 34.7788
29 31.1323
30 27.4539
31 23.7432
32 20.0000
ATHENA INTERNATIONAL LTD. LIABILITY CO.
DBA ATHENA INTERNATIONAL, LLC
SITE: DENVER, COLORADO
ADDITION VIII- 06/04/97
0.009166 SCHEDULE A
STIPULATED LOSS VALUE
Stipulated Loss Value of any item of Equipment as of any Rent Payment Date
with respect of such item of Equipment shall be determined by multiplying the
Lessor's Value of such item of Equipment by the percentage set forth below for
such Rent Payment Date; provided that, any determination of Stipulated Loss
Value as of a date occurring after the final Rent Payment Date with respect to
such item of equipment, shall be made as of such final Rent Payment Date.
After Rent
Payment Number Percentage
-------------- ----------
0 105.0000
1 102.8682
2 100.7108
3 98.5274
4 96.3178
5 94.0818
6 91.8191
7 89.5296
8 87.2129
9 84.8688
10 82.4970
11 80.0974
12 77.6696
13 75.2133
14 72.7284
15 70.2146
16 67.6715
17 65.0990
18 62.4968
19 59.8645
20 57.2019
21 54.5088
22 51.7848
23 49.0297
24 46.2432
25 42.5917
26 38.9081
27 35.1923
28 31.4438
29 27.6625
30 23.8481
31 20.0000
ATHENA INTERNRNATIONAL LTD. LIABILITY CO.
DBA ATHENA INTERNATIONAL, LLC
SITE: DENVER. COLORADO
ADDITION IX-09/03/97
0. 009166 SCHEDULE A
STIPULATED LOSS VALUE
The Stipulated Loss Value of any item of Equipment as of any Rent Payment Date
with respect of such item of Equipment shall be determined by multiplying the
Lessor's Value of such item of Equipment by the percentage set forth below for
such Rent Payment Date; provided that, any determination of Stipulated Loss
Value as of a date occurring after the final Rent Payment Date with respect to
such item of equipment, shall be made as of such final Rent Payment Date.
After Rent
Payment Number Percentage
-------------- ----------
4 94.8491
5 92.2378
6 89.5967
7 86.9253
8 84.2234
9 81.4908
10 78.7271
11 75.9321
12 73.1054
13 70.2469
14 67.3561
15 64.4328
16 61.4768
17 58.4876
18 55.4650
19 52.4087
20 49.3184
21 46.1938
22 43.0345
23 39.8403
24 36.6108
25 32.5123
26 28.3780
27 24.2073
28 20.0000
ATHENA INTERNATIONAL LTD. LIABILITY CO.
DBA ATHENA INTERNATIONAL, LLC ,.
SITE: DENVER, COLORADO
LEASE PAYMENTS
ADDENDUM TO LEASE AGREEMENT DATED July 25, 1994 BETWEEN
TELECOMMUNICATIONS FINANCE GROUP AND
Athena International Ltd. Liability Co. dba Athena
International, LLC
EFFECTIVE FEBRUARY 1, 1995 (60 MONTHLY LEASE PAYMENTS)
ORIGINAL VALUE OF EQUIPMENT $314,252.00
RATE FACTOR PER $1,000 $21.993
ORIGINAL MONTHLY LEASE PAYMENT $ 6,911.34
EFFECTIVE JUNE 1, 1995 (56 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION I $181,250.64
RATE FACTOR PER $1,000 $23.408
ADDITION I MONTHLY LEASE PAYMENT $ 4,242.71
TOTAL MONTHLY LEASE PAYMENT $11,154.05
EFFECTIVE SEPTEMBER l, 1996 (41 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION II $164,516.10
RATE FACTOR PER $1,000 $29.610
ADDITION II MONTHLY LEASE PAYMENT $ 4,871.32
TOTAL MONTHLY LEASE PAYMENT $16,025.37
EFFECTIVE JANUARY 1, 1997 (37 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION III $264,356.65
RATE FACTOR PER $1,000 $32.229
ADDITION III MONTHLY LEASE PAYMENT $ 8,519.95
TOTAL MONTHLY LEASE PAYMENT $24,545.32
EFFECTIVE FEBRUARY 1, 1997 (36 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION IV $ 68,015.31
RATE FACTOR PER $1,000 $32.976
ADDITION IV MONTHLY LEASE PAYMENT $ 2,242.87
TOTAL MONTHLY LEASE PAYMENT $26,788. 19
EFFECTIVE APRIL 1, 1997 (34 MONTHLY LEASE PAYMENTS REMAINING.)
ADDITION V $ 63,595.58
RATE FACTOR PER $1,000 $34.603
ADDITION V MONTHLY LEASE PAYMENT $ 2,200.60
TOTAL MONTHLY LEASE PAYMENT $28,988.79
EFFECTIVE MAY 1, 1997 (33 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION VI $ 87,896.85
RATE FACTOR PER $1,000 $35.020
ADDITION VI MONTHLY LEASE PAYMENT $ 3,078.15
TOTAL MONTHLY LEASE PAYMENT $32,066.94
ATHENA INTERNATIONAL LTD. LIABILITY CO.
DBA ATHENA INTERNATIONAL, LLC
SITE: DENVER, COLORADO
LEASE PAYMENTS (CONTINUED)
EFFECTIVE JUNE l, 1997 (32 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION VII $89,193.68
RATE FACTOR PER $1,000 $35.965
ADDITION VII MONTHLY LEASE PAYMENT $3,207.85
TOTAL MONTHLY LEASE PAYMENT $35,274.79
EFFECTIVE JULY l, 1997 (31 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION VIII $58,013.66
RATE FACTOR PER $1,000 $36.971
ADDITION VIII MONTHLY LEASE PAYMENT $2,144.82
TOTAL MONTHLY LEASE PAYMENT $37,419.61
EFFECTIVE OCTOBER 1, 1997 (28 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION IX $93,500.00
RATE FACTOR PER $1,000 $40.423
ADDITION IX MONTHLY LEASE PAYMENT $3,779.55
TOTAL MONTHLY LEASE PAYMENT $41,199.16
EFFECTIVE DECEMBER 2, 1997, THE LEASE TERM IS EXTENDED FROM 60 TO 74 MONTHS
EFFECTIVE JANUARY 1, 1998 (39 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION X $220,193.11
LEASE PAYMENTS ARE AS FOLLOWS:
01/01/98- 03/01/98 $ -0-
04/01/98- 03/01/2001 $37,258.01
TOTAL VALUE OF EQUIPMENT $1,604.783.58
SUMMARY OF TOTAL LEASE PAYMENTS:
4 @ $ 6,911.34 = $ 27,645.36
15 @ $11,154.05 = $ 167,310.75
4 @ $16,025.37 = $ 64,101.48
1 @ $24,545.32 = $ 24,545.32
2 @ $26,788.19 = $ 53,576.38
1 @ $28,988.79 = $ 28,988.79
1 @ $32,066.94 = $ 32,066.94
1 @ $35,274.79 = $ 35,274.79
3 @ $37,419.61 = $ 112,258.83
3 @ $41,199.16 = $ 123,597.48
3 @ $ -0- = $ -0-
36 @ $37,258.01 = $1,341,288.36
-------------
60 $2,010,654.48
ACCEPTED BY:
----------------
DATE: March 7, 1998
----------------
Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE: Denver, Colorado
LEASE PAYMENTS:
ADDENDUM TO LEASE AGREEMENT DATED July 25, 1994 BETWEEN
TELECOMMUNICATIONS FINANCE GROUP AND
Athena International Ltd. Liability Co. dba Athena
International, LLC
EFFECTIVE FEBRUARY 1, 1995 (60 MONTHLY LEASE PAYMENTS)
ORIGINAL VALUE OF EQUIPMENT $314,252.00
RATE FACTOR PER $1,000 $21.993
ORIGINAL MONTHLY LEASE PAYMENT $ 6,911.34
EFFECTIVE ]UNE 1, l995 (56 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION I $181,250.64
RATE FACTOR PER $1,000 $23.408
ADDITION I MONTHLY LEASE PAYMENT $ 4,242.71
TOTAL MONTHLY LEASE PAYMENT $11,154.05
EFFECTIVE SEPTEMBER 1, 1996 (41 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION II $164,516.10
RATE FACTOR PER $1,000 $29.610
ADDITION II MONTHLY LEASE PAYMENT $ 4,871.32
TOTAL MONTHLY LEASE PAYMENT $16,025.37
EFFECTIVE JANUARY 1, 1997 (37 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION III $264,356.65
RATE FACTOR PER $1,000 $32.229
ADDITION III MONTHLY LEASE PAYMENT $ 8,519.95
TOTAL MONTHLY LEASE PAYMENT $24,545.32
EFFECTIVE FEBRUARY 1, 1997 (36 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION IV $ 68,015.31
RATE FACTOR PER $1,000 $32.976
ADDITION IV MONTHLY LEASE PAYMENT $ 2,242.87
TOTAL MONTHLY LEASE PAYMENT $26,788.19
EFFECTIVE APRIL 1, 1997 (34 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION V $ 63,595.58
RATE FACTOR PER $1,000 $34.603
ADDITION V MONTHLY LEASE PAYMENT $ 2,200.60
TOTAL MONTHLY LEASE PAYMENT $28,988.79
EFFECTIVE MAY 1, 1997 (33 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION VI $ 87,896.85
RATE FACTOR PER $1,000 $35.020
ADDITION VI MONTHLY LEASE PAYMENT $ 3,078.15
TOTAL MONTHLY LEASE PAYMENT $32,066.94
ATHENA INTERNATIONAL LTD. LIABILITY CO.
DBA ATHENA INTERNATIONAL, LLC
SITE: DENVER, COLORADO
LEASE PAYMENTS {CONTINUED)
EFFECTIVE JUNE 1, 1997 (32 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION VII $ 89,193.68
RATE FACTOR PER $1,000 $35.965
ADDITION VII MONTHLY LEASE PAYMENT $ 3,207.85
TOTAL MONTHLY LEASE PAYMENT $35,274.79
EFFECTIVE JULY 1, 1997 (31 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION VIII $ 58,013.66
RATE FACTOR PER $1,000 $36.971
ADDITION VIII MONTHLY LEASE PAYMENT $ 2,144.82
TOTAL MONTHLY LEASE PAYMENT $37,419.61
EFFECTIVE OCTOBER 1, 1997 (28 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION IX $ 93,500.00
RATE FACTOR PER $1,000 $40.423
ADDITION IX MONTHLY LEASE PAYMENT $ 3,779.55
TOTAL MONTHLY LEASE PAYMENT $41,199.16
TOTAL VALUE OF EQUIPMENT $1,384,590.47
SUMMARY OF TOTAL LEASE PAYMENTS:
4 @ $ 6,911.34 = $ 27,645.36
15 @$11,154.05=$ 167,310.75
4 @ $16,025.37 = $ 64,101.48
1 @ $24,545.32 = $ 24,545.32
2 @ $26,788.19 = $ 53,576.38
1 @ $28,988.79 = $ 28,988.79
1 @ $32,066.94 = $32,066.94
1 @ $35,274.79 = $ 35,274.79
3 @ $37,419.61 = $ 112,258.83
28 @ $41,199.16 = $1,153,576.48
60 $1,699,345.12
ACCEPTED BY:
-------------
DATE: 9/8/97
-------------
Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE: Denver, Colorado
LEASE PAYMENTS
ADDENDUM TO LEASE AGREEMENT DATED July 25, 1994 BETWEEN
TELECOMMUNICATIONS FINANCE GROUP AND
Athena International Ltd. Liability Co. dba Athena
International, LLC
EFFECTIVE FEBRUARY l, 1995 (60 MONTHLY LEASE PAYMENTS)
ORIGINAL VALUE OF EQUIPMENT $314,252.00
RATE FACTOR PER $1,000 $21.993
ORIGINAL MONTHLY LEASE PAYMENT $ 6,911.34
EFFECTIVE JUNE 1, 1995 (56 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION I $181,250.64
RATE FACTOR PER $1,000 $23,408
ADDITION I MONTHLY LEASE PAYMENT $ 4,242.71
TOTAL MONTHLY LEASE PAYMENT $11,154.05
EFFECTIVE SEPTEMBER 1, 1996 (41 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION II $164,516.10
RATE FACTOR PER $1,000 $29.610
ADDITION II MONTHLY LEASE PAYMENT $ 4,871.32
TOTAL MONTHLY LEASE PAYMENT $16,025.37
EFFECTIVE JANUARY l, 1997 (37 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION III $264,356.65
RATE FACTOR PER $1,000 $32.229
ADDITION III MONTHLY LEASE PAYMENT $ 8,519.95
TOTAL MONTHLY LEASE PAYMENT $24,545.32
EFFECTIVE FEBRUARY 1, 1997 (36 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION IV $ 68,015.31
RATE FACTOR PER $1,000 $32.976
ADDITION IV MONTHLY LEASE PAYMENT $ 2,242.87
TOTAL MONTHLY LEASE PAYMENT $26,788.19
EFFECTIVE APRIL 1, 1997 (34 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION V $ 63,595.58
RATE FACTOR PER $1,000 $34.603
ADDITION V MONTHLY LEASE PAYMENT $ 2,200.60
TOTAL MONTHLY LEASE PAYMENT $28,988.79
EFFECTIVE MAY l, 1997 (33 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION VI $ 87,896.85
RATE FACTOR PER $1,000 $35.020
ADDITION VI MONTHLY LEASE PAYMENT $ 3,078.15
TOTAL MONTHLY LEASE PAYMENT $32,066.94
Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE: Denver, Colorado
LEASE PAYMENTS (CONTINUED)
EFFECTIVE JUNE 1, 1997 (32 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION VII $ 89,193.68
RATE FACTOR PER $1,000 $35.965
ADDITION VII MONTHLY LEASE PAYMENT $ 3,207.85
TOTAL MONTHLY LEASE PAYMENT $35,274.79
EFFECTIVE JULY 1,1997 (31 MONTHLY LEASE PAYMENTS REMAINING ).
ADDITION VIII $ 58,013.66
RATE FACTOR PER $1,000 $36.971
ADDITION VIII MONTHLY LEASE PAYMENT $ 2,144.82
TOTAL MONTHLY LEASE PAYMENT $37,419.61
TOTAL VALUE OF EQUIPMENT $1,291.090.47
SUMMARY OF TOTAL LEASE PAYMENTS:
4 @ $ 6,911.34 = $ 27,645.36
15 @ $11,154.05 = $167,310.75
4 @ $16,025.37 = $ 64,101.48
1 @ $24,545.32 = $ 24,545.32
2 @ $26,788.19 = $ 53,576.38
1 @ $28,988.79 = $ 28,988.79
1 @ $32,066.94 = $ 32,066.94
1 @ $35,274.79 = $ 35,274.79
31 @ $37,419.61 = $1,160,007.91
-------------
60 $1,593,517.72
ACCEPTED BY:
-------------
Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE: Denver, Colorado
LEASE PAYMENTS
ADDENDUM TO LEASE AGREEMENT DATED July 25, 1994 BETWEEN
TELECOMMUNICATIONS FINANCE GROUP AND
Athena International Ltd.
Liability Co. dba Athena
International, LLC
EFFECTIVE FEBRUARY 1, 1995 (60 MONTHLY LEASE PAYMENT)
ORIGINAL VALUE OF EQUIPMENT $314,252.00
RATE FACTOR PER $1,000 $21.993
ORIGINAL MONTHLY LEASE PAYMENT $ 6,911.34
EFFECTIVE JUNE 1, 1995 (56 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION I $181,250.64
RATE FACTOR PER $1,000 $23.408
ADDITION I MONTHLY LEASE PAYMENT $ 4,242.71
TOTAL MONTHLY LEASE PAYMENT $11,154.05
EFFECTIVE SEPTEMBER l, 1996 (41 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION II $164,516.10
RATE FACTOR PER $1,000 $29.610
ADDITION II MONTHLY LEASE PAYMENT $ 4,871.32
TOTAL MONTHLY LEASE PAYMENT $16,025.37
EFFECTIVE JANUARY 1, 1997 (37 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION III $264,356.65
RATE FACTOR PER $1,000 $32.229
ADDITION III MONTHLY LEASE PAYMENT $ 8,519.95
TOTAL MONTHLY LEASE PAYMENT $24,545.32
EFFECTIVE FEBRUARY 1, 1997 (36 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION IV $ 68,015.31
RATE FACTOR PER $1,000 $32.976
ADDITION IV MONTHLY LEASE PAYMENT $ 2,242.87
TOTAL MONTHLY LEASE PAYMENT $26,788.19
EFFECTIVE APRIL 1, 1997 (34 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION V $ 63,595.58
RATE FACTOR PER $1,000 $34.603
ADDITION V MONTHLY LEASE PAYMENT $ 2,200.60
TOTAL MONTHLY LEASE PAYMENT $28,988.79
EFFECTIVE MAY 1, 1997 (33 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION VI $ 87,896.85
RATE FACTOR PER $1,000 $35.020
ADDITION VI MONTHLY LEASE PAYMENT $ 3,078.15
TOTAL MONTHLY LEASE PAYMENT $32,066.94
Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE: Denver, Colorado
LEASE PAYMENTS (CONTINUED)
EFFECTIVE JUNE 1, 1997 (32 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION VII $ 89,193.68
RATE FACTOR PER $1,000 $35.965
ADDITION VII MONTHLY LEASE PAYMENT $ 3,207.85
TOTAL MONTHLY LEASE PAYMENTS $35,274.79
TOTAL VALUE OF EQUIPMENT $1,233.076.81
SUMMARY OF TOTAL LEASE PAYMENTS:
4 @ $ 6,911.34 = $ 27,645.36
15 @ $11,154.05 = $ 167,310.75
4 @ $16,025.37 = $ 64,101.48
1 @ $24,545.32 = $ 24,545.32
2 @ $26,788.19 = $ 53,576.38
1 @ $28,988.79 = $ 28,988.79
1 @ $32,066.94 = $ 32,066.94
32 @ $35,274.79 = $1,128,793,28
60 $1,527,028.30
ACCEPTED BY:
-------------------
DATE:
-------------------
Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE: Denver, Colorado
LEASE PAYMENTS
ADDENDUM TO LEASE AGREEMENT DATED July 25, 1994 BETWEEN
TELECOMMUNICATIONS FINANCE GROUP AND
Athena International Ltd. Liability Co. dba Athena
International, LLC
EFFECTIVE FEBRUARY 1, 1995 (60 MONTHLY LEASE PAYMENTS)
ORIGINAL VALUE OF EQUIPMENT $314,252.00
RATE FACTOR PER $1,000 $21.993
ORIGINAL MONTHLY LEASE PAYMENT $ 6,911.34
EFFECTIVE JUNE 1, 1995 (56 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION I $181,250.64
RATE FACTOR PER $1,000 $23.408
ADDITION I MONTHLY LEASE PAYMENT $ 4,242.71
TOTAL MONTHLY LEASE PAYMENT $11,154.O5
EFFECTIVE SEPTEMBER 1, 1996 (41 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION II $164,516.10
RATE FACTOR PER $1,000 $29.610
ADDITION II MONTHLY LEASE PAYMENT $ 4,871.32
TOTAL MONTHLY LEASE PAYMENT $16,025.37
EFFECTIVE JANUARY 1, 1997 (37 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION III $264,356.65
RATE FACTOR PER $1,000 $32.229
ADDITION III MONTHLY LEASE PAYMENT $ 8,519.95
TOTAL MONTHLY LEASE PAYMENT $24,545.32
EFFECTIVE FEBRUARY 1, 1997 (36 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION IV $ 68,015.31
RATE FACTOR PER $1,000 $32.976
ADDITION IV MONTHLY LEASE PAYMENT $ 2,242.87
TOTAL MONTHLY LEASE PAYMENT $26,788.19
EFFECTIVE APRIL 1, 1997 (34 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION V $ 63,595.58
RATE FACTOR PER $1,000 $34.603
ADDITION V MONTHLY LEASE PAYMENT $ 2,200.60
TOTAL MONTHLY LEASE PAYMENT $28,988.79
EFFECTIVE MAY 1, 1997 (33 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION VI $ 87,896.85
RATE FACTOR PER $1,000 $35.020
ADDITION VI MONTHLY LEASE PAYMENT $ 3,078.15
TOTAL MONTHLY LEASE PAYMENT $32,066.94
TOTAL VALUE OF EQUIPMENT $1,143,883.13
SUMMARY OF TOTAL LEASE PAYMENTS:
4 @ $ 6,911.34 = $ 27,645.36
15 @ $11,154.05 = $ 167,310.75
4 @ $16,025.37 = $ 64,101.48
1 @ $24,545.32 = $ 24,545.32
2 @ $26,788.19 = $ 53,576.38
1 @ $28,988.79 = $ 28,988.79
33 @ $32,066.94 = $1,058,209.02
-------------
60 $1,424,377.10
ACCEPTED BY:
----------------
DATE: 3.31.97
----------------
Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE: Denver, Colorado
LEASE PAYMENTS
ADDENDUM TO LEASE AGREEMENT DATED July 25, 1994 BETWEEN
TELECOMMUNICATIONS FINANCE GROUP AND
Athena International Ltd. Liability Co. dba Athena
International, LLC
EFFECTIVE FEBRUARY 1, 1995 (60 MONTHLY LEASE PAYMENTS)
ORIGINAL VALUE OF EQUIPMENT $314,252.00
RATE FACTOR PER $1,000 $21.993
ORIGINAL MONTHLY LEASE PAYMENT $ 6,911.34
EFFECTIVE JUNE 1, 1995 (56 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION I $181,250.64
RATE FACTOR PER $1,000 $23.408
ADDITION I MONTHLY LEASE PAYMENT $ 4,242.71
TOTAL MONTHLY LEASE PAYMENT $11,154.05
EFFECTIVE SEPTEMBER 1, 1996 (41 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION II $164,516.10
RATE FACTOR PER $1,000 $29.610
ADDITION II MONTHLY LEASE PAYMENT $ 4,871.32
TOTAL MONTHLY LEASE PAYMENT $16,025.37
EFFECTIVE JANUARY 1, 1997 {37 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION III $264,356.65
RATE FACTOR PER S1,000 $32.229
ADDITION III MONTHLY LEASE PAYMENT $ 8,519.95
TOTAL MONTHLY LEASE PAYMENT $24,545.32
EFFECTIVE FEBRUARY 1, 1997 (36 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION IV $ 68,015.31
RATE FACTOR PER $1,000 $32.976
ADDITION IV MONTHLY LEASE PAYMENT $ 2,242.87
TOTAL MONTHLY LEASE PAYMENT $26,788.19
EFFECTIVE APRIL 1, 1997 (34 MONTHLY LEASE PAYMENTS REMAINING),
ADDITION V $ 63,595.58
RATE FACTOR PER $1,000 $34.603
ADDITION V MONTHLY LEASE PAYMENT $ 2,200.60
TOTAL MONTHLY LEASE PAYMENT $28,988.79
TOTAL VALUE OF EQUIPMENT $1,055,986.28
SUMMARY OF TOTAL LEASE PAYMENTS:
4 @ $ 6,911.34 = $ 27,645.36
15 @ $11,154.05 = $ 167,310.75
4 @ $16,025.37 = $ 64,101.48
1 @ $24,545.32 = $ 24,545.32
2 @ $26,788.19 = $ 53,576.38
34 @ $28,988.79 = $ 985,618.86
-------------
60 $1,322,798.15
ACCEPTED BY:
----------------
DATE: 2.26.97
----------------
Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE: Denver, Colorado
LEASE PAYMENTS
ADDENDUM TO LEASE AGREEMENT DATED July 25, 1994 BETWEEN
TELECOMMUNICATIONS FINANCE GROUP AND
Athena International Ltd. Liability Co. dba Athena
International, LLC
EFFECTIVE FEBRUARY 1, 1995 (60 MONTHLY LEASE PAYMENTS)
ORIGINAL VALUE OF EQUIPMENT $314,252.00
RATE FACTOR PER $1,000 $21.993
ORIGINAL MONTHLY LEASE PAYMENT $ 6,911.34
EFFECTIVE JUNE 1, 1995 (56 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION I $181,250.64
RATE FACTOR PER $ 1,000 $23.408
ADDITION I MONTHLY LEASE PAYMENT $ 4,242.71
TOTAL MONTHLY LEASE PAYMENT $11,154.05
EFFECTIVE SEPTEMBER 1, 1996 (41 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION II $164,516.10
RATE FACTOR PER $1,000 $29.610
ADDITION II MONTHLY LEASE PAYMENT $ 4,871.32
TOTAL MONTHLY LEASE PAYMENT $16,025.37
EFFECTIVE JANUARY 1, 1997 (37 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION III $264,356.65
RATE FACTOR PER $1,000 $32.229
ADDITION III MONTHLY LEASE PAYMENT $ 8,519.95
TOTAL MONTHLY LEASE PAYMENT $24,545.32
EFFECTIVE FEBRUARY 1, 1997 (36 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION IV $ 68,015.31
RATE FACTOR PER $1,000 $32.976
ADDITION IV MONTHLY LEASE PAYMENT $ 2,242.87
TOTAL MONTHLY LEASE PAYMENT $26.788,19
TOTAL VALUE OF EQUIPMENT $992,390.70
SUMMARY OF TOTAL LEASE PAYMENTS:
4 @ $ 6,911.3 = $ 27,645.36
15 @ $11,154.05 = $ 167,310.75
4 @ $16,025.37 = $ 64,101.48
1 @ $24,545.32 = $ 24,545.32
36 @ $26,788.19 = $ 964,374.84
60 $1,247,977.75
ACCEPTED BY:
-----------------------
DATE: 1.17.97
-----------------------
Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE: Denver, Colorado
LEASE PAYMENTS
ADDENDUM TO LEASE AGREEMENT DATED July 25, 1994
BETWEEN TELECOMMUNICATIONS FINANCE GROUP AND
Athena International Ltd. Liability Co.
dba Athena International, LLC
EFFECTIVE FEBRUARY 1, 1995 (60 MONTHLY LEASE PAYMENTS)
ORIGINAL VALUE OF EQUIPMENT $314,252.00
RATE FACTOR PER $1,000 $21.993
ORIGINAL MONTHLY LEASE PAYMENT $ 6,911.34
EFFECTIVE JUNE 1, 1995 (56 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION I $181,250.64
RATE FACTOR PER $1,000 $23.408
ADDITION I MONTHLY LEASE PAYMENT $ 4,242.71
TOTAL MONTHLY LEASE PAYMENT $11,154.05
EFFECTIVE SEPTEMBER 1, 1996 (41 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION II $164,516.10
RATE FACTOR PER $1,000 $29.610
ADDITION II MONTHLY LEASE PAYMENT $ 4,871.32
TOTAL MONTHLY LEASE PAYMENT $16,025.37
EFFECTIVE JANUARY 1, 1997 (37 MONTHLY LEASE PAYMENTS REMAINING).
ADDITION III $264,356.65
RATE FACTOR PER $1,000 $32.229
ADDITION III MONTHLY LEASE PAYMENT $ 8,519.95
TOTAL MONTHLY LEASE PAYMENT $24,545.32
TOTAL VALUE OF EQUIPMENT $924,375.39
SUMMARY OF TOTAL LEASE PAYMENTS:
4 @ $ 6,911.34 = $ 27,645.36
15 @ $11,154.05 = $ 167,310.75
4 @ $16,025.37 = $ 64,101.48
37 @ $24,545.32 = $ 908,176.84
60 $1,167,234.43
ACCEPTED BY:
----------------------------
DATE:
----------------------------
Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE: Denver, Colorado
LEASE PAYMENTS
ADDENDUM TO LEASE AGREEMENT DATED July 25, 1994
BETWEEN TELECOMMUNICATIONS FINANCE GROUP AND
Athena International Ltd. Liability Co.
dba Athena International, LLC
EFFECTIVE FEBRUARY 1, 1995 (60 MONTHLY LEASE PAYMENTS)
ORIGINAL VALUE OF EQUIPMENT $314,252.00
RATE FACTOR PER $1,000 $21.993
ORIGINAL MONTHLY LEASE PAYMENT $ 6,911.34
EFFECTIVE JUNE 1, 1995 (56 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION I $181,250.64
RATE FACTOR PER $1,000 $23.408
ADDITION I MONTHLY LEASE PAYMENT $ 4,242.71
TOTAL MONTHLY LEASE PAYMENT $11,154.05
EFFECTIVE SEPTEMBER 1, 1996 (41 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION II $164,516.10
RATE FACTOR PER $1,000 $29.610
ADDITION II MONTHLY LEASE PAYMENT $ 4,871.32
TOTAL MONTHLY LEASE PAYMENT $16,025.37
TOTAL VALUE OF EQUIPMENT $660,018.74
SUMMARY OF TOTAL LEASE PAYMENTS:
4 @ $ 6,911.34 = $ 27,645.36
15 @ $11,154.05 = $167,310.75
41 @ $16,025.37 = $657,040.17
-----------
60 $851,996.28
ACCEPTED BY:
----------------------
DATE: July 30, 1996
----------------------
FEB 7 96 14:45 FROM FINANCE (ACCG/BUS AD) TO 915045227750 PAGE.003/020
Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE: Denver, Colorado
LEASE PAYMENTS
ADDENDUM TO LEASE AGREEMENT DATED July 25, 1994 BETWEEN
TELECOMMUNICATIONS FINANCE GROUP AND
Athena International Ltd. Liability Co.
dba Athena International, LLC
EFFECTIVE FEBRUARY 1, 1995 (60 MONTHLY LEASE PAYMENTS)
ORIGINAL VALUE OF EQUIPMENT $314,252.00
RATE FACTOR PER $1,000 $21.993
ORIGINAL MONTHLY LEASE PAYMENT $ 6,911.34
EFFECTIVE JUNE 1, 1995-(56 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION I $181,250.64
RATE FACTOR PER $1,000 $23.408
ADDITION I MONTHLY LEASE PAYMENT $ 4,242.71
TOTAL MONTHLY LEASE PAYMENT $11,154.05
TOTAL VALUE OF EQUIPMENT $495,502.64
SUMMARY OF TOTAL LEASE PAYMENTS:
4 @ $ 6,911.34 = $ 27,64536
56 @ $11,154.05 = $624,626.80
-----------
60 $652,272.16
ACCEPTED BY:
---------------------
DATE: 2.8.96
---------------------
CERTIFICATE OF DELIVERY AND ACCEPTANCE
Commencement Date: August 2, 1996
THIS CERTIFICATE OF DELIVERY AND ACCEPTANCE is executed and delivered to
Telecommunications Finance Group ("Lessor") by Athena International Ltd.
Liability Co. dba Athena International, LLC ("Lessee") pursuant to and in
accordance with the Lease Agreement dated: July 25, 1994 between Lessor and
Lessee (the "Lease", the defined terms therein being used herein with their
defined meanings).
1. The Equipment covered by this Certificate consists of the items described
in Schedule 1 of Exhibit A of the Lease.
2. Lessee confirms that the items of Equipment covered hereby have been
delivered to it in good working order and condition, and have been
inspected and accepted by Lessee as of the Commencement Date set forth
above. Lessee hereby waives any right it may have under Section 2A-517 of
the Uniform Commercial Code or otherwise to revoke this acceptance for any
reason whatsoever, including but not limited to, (i) any assumption by
Lessee that a nonconformity would be cured, (ii) any inducement of
acceptance by the Lessors assurances or any difficulty to discover a
nonconformity before acceptance, or (iii) any Lessor default under the
Lease. Lessee further hereby waives its fights under 'Sections 2A-401 and
2A-402 of the Uniform Commercial Code to suspend performance of any of its
obligations under the Lease with respect to the Equipment hereby accepted.
3. Lessee confirms that such items of Equipment have been installed at: 910
15th Street, Suite 667, Denver, Colorado 80202-2928
4. The Lessors value of the items of Equipment covered hereby is set forth in
the Schedule 1 of Exhibit A. Lessee confirms that each installment of rent
payable is as defined by the rental rate factor per thousand dollars as
specified in Section 5 of the Lease.
5. Lessee hereby: (a) confirms that the items of Equipment covered hereby have
been inspected by Lessee, have been delivered in good working order and
condition and are of , the size, design, capacity and manufacture selected
by it and meet the provisions of the purchase order(s) with respect
thereto: and (b) irrevocably accepts said items of Equipment "as-is,
where-is" for all purposes of the Lease as of the Commencement Date set
forth above and shall pursue remedies to correct deficiencies, if any, in
said items of equipment under the manufacturers warranty provisions only.
6. Lessee hereby confirms: (i) that no Default or Event of Default is in
existence as of the Commencement Date set forth above, nor shall any
Default or Event of Default occur as a result of the lease by Lessee of the
Equipment specified here-in; and (ii) that all representations and
warranties of Lessee contained in the Lease or in any document or
certificate furnished Lessor in connection herewith, are true and correct
as of the Commencement Date set forth above with the same force and effect
as if made on such date.
7. Lessee assumes sole responsibility for ensuring that the billing center can
correctly read call records. Lessee's responsibility includes reading daily
the automatic message/ticketing accounting system and/or polling systems
tape(s) by the billing system to ensure all ticket information is present.
Risk of loss for any revenue or profit associated therewith passes to
Lessee upon cutover of any hardware or software.
8. All of the terms, provisions and conditions of the Lease are hereby
incorporated herein and made a part hereof as if such terms, provisions and
conditions were set forth in full in this Certificate. By their execution
and delivery of this Certificate, the parties hereto reaffirm all of the
terms, provisions and conditions of the Lease.
IN WITNESS WHEREOF, Lessee has caused this Certificate to be executed by its
duly authorized officer as of the Commencement Date set forth above.
Refer S.O.# ADDITION II/EQUIPMENT Athena International Ltd. Liability Co.
dba Athena International, LLC (Lessee)
(Name & Title)
ACCEPTED BY:
TELECOMMUNICATIONS FINANCE GROUP
AS OF THE 15 DAY OF 1996
Authorized Representative of
Telecommunications Finance Group
SCHEDULE 1 OF EXHIBIT A
(CERTIFICATE OF DELIVERY AND ACCEPTANCE)
EQUIPMENT DESCRIPTION
The items of personal property to be leased pursuant to this Lease Agreement,
dated as of July 25, 1994 between Telecommunications Finance Group, as Lessor,
and Athena International Ltd. Liability Co. dba Athena International, LLC, as
Lessee, are described below and in the attached equipment list(s):
Number Description Amount
- ------ ------------- ---------------
DCO-481238 A Siemens Stromberg-Carlson $ 314,252.00
Digital Central Office Carrier Switch
Equipped and Wired for 1152 Digital
Pons (DCO-481238, Issue 1, Dated 05/19/94)
with a New Basic Release 12.1 CMF, A
Used AMA Frame, SS7 with 800 Portability,
SS7 Spares, One (1) Additional Pair of
"A" Links, International Operator Service,
and Route by ANI on any 700/800
Number Including Installation
TFG-95029 ADDITION I 181,250.64
TFG-96152 ADDITION II 164.516.10
TOTAL $ 660,018.74
The above described equipment installed at:
910 15th Street, Suite 667, Denver, Colorado 80202-2928
ACCEPTED BY: ---------------------------
DATE: ---------------------------
Dated: July 25, 1994
Revised: April 24, 1995
Revised: July 23, 1996
EQUIPMENT LIST #TFG-96152 DATED: July 23, 1996
COMPANY: Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION: II
PART NO/DESCRIPTION QUANTITY AMOUNT
- ------------------- --------
SS-C 1152 PORT
ADDITION PER DCO-681024,
ISSUE 3, DATED 02126/96
AND COST LINK PAIR SOFTWARE 003069 (S.O.#069395) AS FOLLOWS:
MATERIAL 1 LOT $123,857.00
INSTALLATION 10,500.00
SOFTWARE 14,450.00
FREIGHT 529.10
Third Party Vendor - Tele-Flex Systems
EQUIPMENT AS FOLLOWS: 1 LOT $ 15,180.00
6606 1.96 DISK DRIVE,
S/N'S CA2C12A/BA2C12A,
AA2C12A 3
6523 DEVICE CONTROLLER, S/N DA2C12A 1
TOTAL $164,516.10
Proposal No.: DCO-687024
SIEMENS Issue No.: 3
Stromberg-Carlson Date: February 26, 1996
Installation Site: Denver, CO
ITEM 01
817577-900 DTF Frame Assembly 1
817577-901 DS-1 Host CUA 6
817577-902 DS-1 Basic PWDAS 6
817560-626 T-1 Interface PWBA 48
207600-225 DTF Frame Package 1
207600-721 Card Guide 6
207800-079 Front Door Mounting 1
207800-080 Rear Door Mounting 1
207600-158 Right Door 2
207600-159 Left Door 2
827577-924 Base Mount Blower Assembly I
LTF-01
814574-992 Universal Service CUA 3
814574-995 Basic PWBAs 3
814571-686 Digital TMF Receiver PWBA 14
814572-576 Digital TMF Sender PWBA 3
814695-556 Digital DTMF Sender PWBA 3
814643-596 Digital DTMF Receiver PWBA 13
CMF
814095-616 Service Group Diag. PWBA 1
822003-596 1024 Port TSI PWBA 4
822002-526 TSI/PGH Interface PWBA 4
681024C0
Proposal No.: DCO-681024
SIEMENS Issue No.: 3
STROMBERG-CARLSON Date: February 26, 1996
Installation Site: Denver, CO
PART NUMBER DESCRIPTION QTY
----------- ------------ ---
ITEM 01
817577-900 DTF Frame Assembly 1
817577-901 DS-1 Host CUA 6
817577-902 DS-1 Basic PWDAS 6
817560-626 T-1 Interface PWBA 48
207600-225 DTF Frame Package 1
207600-721 Card Guide 6
207800-079 Front Door Mounting 1
207800-080 Rear Door Mounting 1
207600-158 Right Door 2
207600-159 Left Door 2
827577-924 Base Mount Blower Assembly I
LTF-01
------
814574-992 Universal Service CUA 3
814574-995 Basic PWBAs 3
814571-686 Digital TMF Receiver PWBA 14
814572-576 Digital TMF Sender PWBA 3
814695-556 Digital DTMF Sender PWBA 3
814643-596 Digital DTMF Receiver PWBA 13
CMF
---
814095-616 Service Group Diag. PWBA 1
822003-596 1024 Port TSI PWBA 4
822002-526 TSI/PGH Interface PWBA 4
681024C0
- 1-
SIEMENS Proposal No.: DCO:681024
Stromberg-Carlson Issue No.: 3
Date: February 26, 1996
Installation Site: Denver, CO
PART NUMBER DESCRIPTION QTY
----------- ----------- ---
ITEM 01 (Cont.)
CMF (Cont.)
-----------
207800-482 TSI/PGHGP Cable 4
822005-546 TPP 0 PWBA 2
822006-576 TPP 1 PWBA 2
822017-566 TPP 2 PWBA 2
822068-810 Diag. Grading Panel CCS-01 1
PRT
---
817576-938 Circuit Breaker 2
Miscellaneous
-------------
4-24419-0290 DSX Panel, ADC DSX-DR 19 2
.PJ716 Bantem Patch Cord 8
DOC-ADD Additions Documentation 1
ITEM 02
Additional A-Links
------------------
003069 CCS7 Line Pair Software 1
-2-
681024CO 2
CERTIFICATE OF DELIVERY AND ACCEPTANCE
Commencement Date: December 2, 1996
THIS CERTIFICATE OF DELIVERY AND ACCEPTANCE is executed and delivered to
Telecommunications Finance Group ("Lessor") by Athena International Ltd.
Liability Co. dba Athena International, LLC ("Lessee") pursuant to and in
accordance with the Lease Agreement dated: July 25, 1994 between Lessor and
Lessee (the "Lease", the defined terms therein being used herein with their
defined meanings).
1. The Equipment covered by this Certificate consists of the items
described in Schedule I of Exhibit A of the Lease.
2. Lessee confirms that the items of Equipment covered hereby have been
delivered to it in good working order and condition, and have been
inspected and accepted by Lessee as of the Commencement Date set forth
above. Lessee hereby waives any right it may have under Section 2A-517
of the Uniform Commercial Code or otherwise to revoke this acceptance
for any reason whatsoever, including but not limited to, (i) any
assumption by Lessee that a nonconformity would be cured, (ii) any
inducement of acceptance by the Lessor's assurances or any difficulty
to discover a nonconformity before acceptance, or (iii) any Lessor
default under the Lease. Lessee further hereby waives its rights under
Sections 2A-401 and 2A-402 of the Uniform Commercial Code to suspend
performance of any of its obligations under the Lease with respect to
the Equipment hereby accepted.
3. Lessee confirms that such items of Equipment have been installed at:
910 15th Street, Suite 667, Denver, Colorado 80202-2928
4. The Lessor's value of the items of Equipment covered hereby is set
forth in the Schedule I of Exhibit A. Lessee confirms that each
installment of rent payable is as defined by the rental rate factor per
thousand dollars as specified in Section 5 of the Lease.
5. Lessee hereby: (a) confirms that the items of Equipment covered hereby
have been inspected by Lessee, have been delivered in good working
order and condition and are of the size, design, capacity and
manufacture selected by it and meet the provisions of the purchase
order(s) with respect thereto: and (b) irrevocably accepts said items
of Equipment "as-is, where-is" for all purposes of the Lease as of the
Commencement Date set forth above and shall pursue remedies to correct
deficiencies, if any, in said items of equipment under the
manufacturer's warranty provisions only.
6. Lessee hereby confirms: (i) that no Default or Event of Default is in
existence as of the Commencement Date set forth above, nor shall any
Default or Event of Default occur as a result of the lease by Lessee of
the Equipment specified here-in; and (ii) that all representations and
warranties of Lessee contained in the Lease or in any document or
certificate furnished Lessor in connection herewith, are true and
correct as of the Commencement Date set forth above with the same force
and effect as if made on such date.
TFGLA204-3.WPT
7. Lessee assumes sole responsibility for ensuring that the billing center
can correctly read call records. Lessee's responsibility includes
reading daily the automatic message/ticketing accounting system and/or
polling systems tape(s) by the billing system to ensure all ticket
information is present. Risk of loss for any revenue or profit
associated therewith passes to Lessee upon cutover of any hardware or
software.
8. All of the terms, provisions and conditions of the Lease are hereby
incorporated herein and made a part hereof as if such terms, provisions
and conditions were set forth in full in this Certificate. By their
execution and delivery of this Certificate, the parties hereto reaffirm
all of the terms, provisions and conditions of the Lease.
IN WITNESS WHEREOF, Lessee has caused this Certificate to be executed
by its duly authorized officer as of the Commencement Date set forth above.
Refer S.O.# ADDITION III/EQUIPMENT Athena International Ltd. Liability Co.
--------------------- dba Athena International, LLC (Lessee)
LIST.#TFG-96181 By: /S/ Michael Landers
------------------------------------
Michael Landers, Exec. Managing Director
----------------------------------------
(Name & Title)
ACCEPTED BY:
TELECOMMUNICATIONS FINANCE GROUP
AS OF THE 31 DAY OF Jan 1997
-- --- --
By: /s/ C. C. Calloway
------------------------------------
----------------------------------------
Authorized Representative of
Telecommunications Finance Group
TFGLA204-4.WPT
SCHEDULE I OF EXHIBIT A
(CERTIFICATE OF DELIVERY AND ACCEPTANCE)
EQUIPMENT DESCRIPTION
The items of personal property to be leased pursuant to this Lease Agreement,
dated as of July 25, 1994 between Telecommunications Finance Group, as Lessor,
and Athena International Ltd. Liability Co. dba Athena International, LLC, as
Lessee, are described below and in the attached equipment list(s):
Equipment List
Number Description Amount
- ------ ----------- ------
DGO-481238 A Siemens Stromberg-Carlson $314,252.00
Digital Central Office Carrier Switch Equipped and
Wired for 1152 Digital Ports (DCO-481238, Issue 1,
Dated 05/19/94) with a New Basic Release 12.1 CMF, A
Used AMA Frame, SS7 with 800 Portability, SS7 Spares,
One (1) Additional Pair of "A" Links, International
Operator Service, and Route by ANI on any 700/800
Number Including Installation
TFG-95029 ADDITION I 181,250.64
TFG-96152 ADDITION II 164,516.10
TFG-96181 ADDITION III 264,356.65
-----------
TOTAL $924,375,39
===========
The above described equipment installed at:
910 15th Street, Suite 667, Denver, Colorado 80202-2928
ACCEPTED BY: /s/ Michael Landers
--------------------------------
DATE: 12/18/96
--------------------------------
Dated: July 25, 1994
Revised: April 24, 1995
Revised: July 23, 1996
Revised: December 2, 1996
EQUIPMENT LIST #TFG-96181 DATED: December 2, 1996
COMPANY: Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION: III
PART NO./DESCRIPTION QUANTITY AMOUNT
- -------------------- -------- ------
SS-C
----
A FULLY EQUIPPED DTF-03 FRAME
(1152 PORTS) PER DCO-681108, ISSUE
1, DATED 06/24/96; ADDITIONAL POWER
SYSTEM; SERVICE CIRCUITS INCLUDING
INSTALLATION (S.O.#071044) 1 LOT $122,227.00
FREIGHT 2,339.72
Third Party Vendor- Telcom Products
-----------------------------------
EQUIPMENT AS FOLLOWS: 1 LOT 25,151.50
TELLABS 82.2532A ECHO CAN., S/N'S
S062195-S062210 16
TELLABS 81-235A SHELF, S/N'S 524757H,
480861/004, 554KKOK 3
FREIGHT 137.43
THIRD PARTY VENDOR -TTC
-----------------------
EQUIPMENT AS FOLLOWS: 1 LOT 13,486.00
TBERD-224 MAINFRAME, S/N 9495 1
T1/TF1/DDS BERT BUNDLE (41500) 1
G.821 PERFORMANCE OPTION 1
DSP BOARD OPTION 1
VF TESTING OPTION 1
SIGNALING OPTION 1
DIGIT ANALYSIS OPTION 1
DTM, DISTRIBUTED TEST MANAGER 1
FREIGHT 15.00
THIRD PARTY VENDOR- ACTION TELCOM
---------------------------------
(SEE ATTACHED EQUIPMENT LIST)
- -----------------------------
PRIMARY SYSTEM; SECONDARY SYSTEM;
AVAS SYSTEM; TCP/IP PACKAGE; NETPLAN
PACKAGE; REMOTE COMMUNICATIONS
PACKAGE INCLUDING INSTALLATION 1 LOT 101,000.00
----------
TOTAL $264,356.65
===========
SIEMENS Proposal No.: DCO-681108
Stromberg-Carlson Issue No.: 1
Date: June 24, 1996
Installation Site: Denver, CO
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
ITEM 01
DTF-03
------
817577-900 Frame M/G 1
817577-901 MG, DS-1 Host CUA 6
817557-902 MG, DS-1 Basic PWBA's 6
207600-225 Frame Weldment 1
207800-079 Package Assembly Front Door Mtg Hdw 1
207800-080 Package Assembly Rear Door Mtg Hdw 1
207600-158 Door Assembly, Right I/O 2
207600-159 Door Assembly, Left I/O 2
207600-721 PWBA Guide 6
817560-606 PWBA, T1 Interface 48
817577-917 MG Blower w/Fan Alarm, Base 1
CMF-00, CCS-03.
---------------
822068-811 Diag. Grading Panel 1
822003-596A PWBA, (2W) TSI HDI 4
822002-526 PWBA, TSI PGH I/F 4
207800-482 Cable Assembly (TSI/PGH) 4
822005-546A PWBA, (2W) TPP0 HDI 2
822006-566A PWBA, TPP1 (For Addition) 2
822017-556A PWBA, TPP2 (For Addition) 2
PRT-00
------
817576-938 Mod Group, Circuit Breaker 2
- 1-
Proposal No.: SCO-681108
SIEMENS Issue No.: 1
Stromberg-Carlson Date: June 24. 1996
Installation Site: Denver, CO
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
ITEM 01 (Cont.)
Miscellaneous
-------------
DSX-DR19 Cross Connect Panel 2
DOC-ADD Additions Documentation 1
ITEM 02
DTF-04
------
817577-900 Frame M/G 1
817577-901 MG, DS1 Host CUA 6
817577-902 MG, Basics PWBAs DS1 CUA 6
207600-225 Frame Weldment 1
207800-079 Pkg Assy Front Door Mtg Hdw 1
207800-080 Pkg Assy Rear Door Mtg Hdw 1
207600-158 Door Assy, Right I/O 2
207600-159 Door Assy, Left I/O 2
207600-721 PWBA Guide 6
817560-606 PWBA, T1 Interface 48
817577-917 MG Blower w/Fan Alarm, Base 1
PRT-00
------
817576-938 Mod Group, Circuit Breaker 2
Miscellaneous
-------------
DSX-DR19 Cross Connect Panel 2
DOC-ADD Additions Documentation 1
-2-
681108CO
SIEMENS Proposal No.: DCO-681108
Issue No.: 1
Stromberg-Carlson Date: June 24, 1996
Installation Site: Denver, CO
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
ITEM 03
Power System Add On
4DDV85-19 Battery 765 Amp Hour
203352-580 Battery Charger, 100 Amp 1
NOTE: This additional power equipment is required for this addition, but is shown as an option for the Customer.
ITEM-04
814574-992 MG Service Circuit CUA 1
814574-995 PWBA Mod Group-Basic PWBA 1
207600-720 PWBA Guide 1
814742-536 PWBA, Univ Service Circuit 12
814695-556 PWBA (1W) DTMY Dig. Sender 3
814571-766 PWBA (1W) Rovr/Vact/Evact 5
814572-576 PWBA (1W) Dig. Sender TMF 2
NOTE: These Service Circuits are required dependent upon the percentage of SS7 use.
- 3 -
681108CO
AUG-27-1996 20:21 3035950959 95% P.04
ACTION TELCOM EQUIPMENT LIST
Key Make Model # Serial # I/O IRQ DDR STK
- --- ---- ------- -------- --- --- --- ---
PC ACER 9000 1900031490
KB ACER 6311K K6366281224P
MON ACER 7134T M3TP63201016
VC ATI MACH-64 O/B 9
HDC Adaptec AIC-7880P 722511 O/B ID=7 11
HD IBM DFHS MIAG3B46894 ID=0
HD IBM DFHS MIAG3B35970 ID=I
HD IBM DFHS MIAG3B32873 ID-3
FD Mitsumi (1,44) D359T5 3553179 6
FD Panasonic (1,2) JU-475-5-A67 00132626
TD Tandberg TDC-4222 4220528 ID=2
SL1 Digi Host Ad IP-09515816 P0000000
SL1 Digi Conc IP-50000585-01 SE7700798
X25 SWG SGX-D0000
X25 SWG SGX-Daughter
PRN Epson LP-870 4OU1134522 7
NET RACAL InterLan T2 0207011BBC1E 9
SER ACER Built-in COM 1 COM 2 4/3 3f8/2f8
CD SONY CDU765 5096166 ID-5
DIA AVAS Ver 2.50 D/21D-CG030890 5 D2000
P/S DELTA DPS-350EB 42613001347
I/P ADDRESS= 193.1.94.50 aidcpri aidcpri.a idc.com
MEMORY= 32 MB
SPEED= 166 MHZ
SOFTWARE: Primary System
Key Make Serial # Activation Key #
- --- ---- -------- ----------------
OS SCO UNIX sysV 2DH030846 etpp14df
DB SCO FoxPro Version 2.6
NAMS ATC NAMS II
TERM Century CSU151377 bbaanmph
NETCOM II net26106 X21f4ceff Ver. 4.5.3a
NOTES:
Key Make Model # Serial # I/O IRQ ADDR STK
--- ---- ------- -------- --- --- ---- ---
PC ACER F520 HB 1900027152
KB ACER 6311-K K63661001190
MON ACER 7134T M3TP63201025
VC 0167823
HDC Adaptec O/B
HD LBM DORS-32160 11S46H6072ZIM002T0935 id=0
FD (1.44) D359T5 3546876
FD (1.2) F833B 346506
TD 42212493
X25 SWG 8GX 011151 15 D0000
HET RACAL PCI 0207011BEA64 10
SER ACER O/B COM 1 /COM2 4/3
I/P ADDRESS= 193.1.94.60
MEMORY= 16 MB
SOFTWARE:
Key Make Serial # Activation Key #
--- ---- -------- ----------------
OS SCO UNIX sysV 2DH030858 arbvbtwh
NAMS ATC NAMS II
TERM Century CSU150065U3 1pomflii
CERTIFICATE OF DELIVERY AND ACCEPTANCE
Commencement Date: January 2, 1997
THIS CERTIFICATE OF DELIVERY AND ACCEPTANCE is executed and delivered to
Telecommunications Finance Group ("Lessor") by Athena International Ltd.
Liability Co. dba Athena International, LLC ("Lessee") pursuant to and in
accordance with the Lease Agreement dated July 25, 1994 between Lessor and
Lessee (the "Lease", the defined terms therein being used herein with their
defined meanings).
1. The' Equipment covered by this Certificate consists of the items
described in Schedule I of Exhibit A of the Lease.
2. Lessee confirms that the items of Equipment covered hereby have been
delivered to it in good working order and condition, and have been
inspected and accepted by Lessee as of the Commencement Date set forth
above. Lessee hereby waives any fight it may have under Section 2A-517
of the Uniform Commercial Code or otherwise to revoke this acceptance
for any reason whatsoever, including but not limited to, (i) any
assumption by Lessee that a nonconformity would be cured, (ii) any
inducement of acceptance by the Lessors assurances or any difficulty to
discover a nonconformity before acceptance, or (iii) any Lessor default
under the Lease. Lessee further hereby waives its fights under Sections
2A-401 and 2A-402 of the Uniform Commercial Code to suspend performance
of any of its obligations under the Lease with respect to the Equipment
hereby accepted.
3. Lessee confirms that such items of Equipment have been installed at:
910 15th Street, Suite 667, Denver, Colorado 80202-2928
4. The Lessors value of the items of Equipment covered hereby is set forth
in the Schedule I of Exhibit A. Lessee confirms that each installment
of rent payable is as defined by the rental rate factor per thousand
dollars as specified in Section 5 of the Lease.
5. Lessee hereby: (a) confirms that the items of Equipment covered hereby
have been inspected by Lessee, have been delivered in good working
order and condition and are of the size, design, capacity and
manufacture selected by it and meet the provisions of the purchase
order(s) with respect thereto: and (b) irrevocably accepts said items
of Equipment "as-is, where-is" for all purposes of the Lease as of the
Commencement Date set forth above and shall pursue remedies to correct
deficiencies, if any, in said items of equipment under the
manufacturer's warranty provisions only.
6. Lessee hereby confirms: (i) that no Default or Event of Default is in
existence as of the Commencement Date set forth above, nor shall any
Default or Event of Default occur as a result of the lease by Lessee of
the Equipment specified here-in; and (ii) that all representations and
warranties of Lessee contained in the Lease or in any document or
certificate furnished Lessor in connection herewith, are true and
correct as of the Commencement Date set forth above with the same force
and effect as if made on such date.
TFGLA204.2.WPT
7. Lessee assumes sole responsibility for ensuring that the billing center
can correctly read call records. Lessee's responsibility includes
reading daily the automatic message/ticketing accounting system and/or
polling systems tape(s) by the billing system to ensure all ticket
information is present. Risk of loss for any revenue or profit
associated therewith passes to Lessee upon cutover of any hardware or
software.
8. All of the terms, provisions and conditions of the Lease are hereby
incorporated herein and made a part hereof as if such terms, provisions
and conditions were set forth in full in this Certificate. By their
execution and delivery of this Certificate, the parties hereto reaffirm
all of the terms, provisions and conditions of the Lease.
IN WITNESS WHEREOF, Lessee has caused this Certificate to be executed
by its duly authorized officer as of the Commencement Date set forth above.
Refer S.O.# ADDITION IV/EQUIPMENT Athena International Ltd. Liability Co.
--------------------- dba Athena International, LLC (Lessee)
LIST #TFG-97189 By: /s/ Michael Landers
------------------------------------
Michael Landers, Exec. Managing Dir.
---------------------------------------
(Name & Title)
ACCEPTED BY:
TELECOMMUNICATIONS FINANCE GROUP
AS OF THE [31] DAY OF [JANUARY] 19[97]
By: /s/ CC Calloway
---------------------------------------
---------------------------------------
Authorized Representative of
Telecommunications Finance Group
TFGLA204.3.WPT
SCHEDULE I OF EXHIBIT A
(CERTIFICATE OF DELIVERY AND ACCEPTANCE)
EOUIPMENT DESCRIPTION
---------------------
The items of personal property to be leased pursuant to this Lease Agreement,
dated as of July 25, 1994 between Telecommunications Finance Group, as Lessor,
and Athena International Ltd. Liability Co. dba Athena International, LLC, as
Lessee, are described below and in the attached equipment list(s):
Equipment List
Number Description Amount
- ------ ----------- ------
DCO-481238 A Siemens Stromberg-Carlson $314,252.00
Digital Central Office Carrier Switch Equipped and Wired for 1152
Digital Ports (DCO-481238, Issue I, Dated 05/19/94) with a New
Basic Release 12.1 CMF, A Used AMA Frame, SS7 with 800
Portability, SS7 Spares, One (1) Additional Pair of "A" Links,
International Operator Service, and Route by ANI on any 700/800
Number Including Installation
TFG-95029 ADDITION I 181,250.64
TFG-96152 ADDITION II 164,516.10
TFG-96181 ADDITION III 264,356.65
TFG-97189 ADDITION IV 68,015.31
---------
TOTAL $992,390.70
===========
The above described equipment installed at:
910 15th Street, Suite 667, Denver, Colorado 80202-2928
ACCEPTED BY: /s/ Michael Landers
------------------------------------
DATE: 1.17.97
------------------------------------
Dated: July 25, 1994
Revised: April 24, 1995
Revised: July 23, 1996
Revised: December 2, 1996
Revised: January 13, 1997
TGGLA204-4WPT
EQUIPMENT LIST #TFG-97 189 DATED: January 13, 1997
COMPANY: Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION: IV
PART NO./DESCRIPTION QUANTITY AMOUNT
- -------------------- -------- ------
SS-C
- ----
DTF-03 FULLY EQUIPPED (S.O.#071045)
AS FOLLOWS:
MATERIAL 1 LOT $60,000.00
INSTALLATION 7,500.00
FREIGHT 515.31
------
TOTAL $68,015.31
==========
TFGLA204-5.WPT
Proposal NO.: DCO-681108
SIEMENS Issue No.: 1
Stromberg-Carlson Date: June 24, 1996
Installation Site: Denver, CO
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
ITEM 01 (Cont.)
Miscellaneous
-------------
DSX-DR19 Cross Connect Panel 2
DOC-ADD Additions Documentation 1
ITEM 02
DTF-04
------
817577-900 Frame M/G 1
817577-901 MG, DS1 Host CUA 6
817577-902 MG, Basics PWBAs DS1 CUA 6
207600-225 Frame Weldment 1
207800-079 Pkg Assy Front Door Mtg Hdw 1
207800-080 Pkg Assy Rear Door Mtg Hdw 1
207600-158 Door Assy, Right I/O 2
207600-159 Door Assy, Left I/O 2
207600-721 PWBA Guide 6
817560-606 PWBA, T1 Interface 48
817577-917 MG Blower w/Fan Alarm, Base 1
PRT-00
------
817576-938 Mod Group, circuit Breaker 2
Miscellaneous
-------------
DSX-DR19 Cross Connect Panel 2
DOC-ADD Additions Documentation 1
-2-
681108CO
CERTIFICATE OF DELIVERY AND ACCEPTANCE
Commencement Date: March 2, 1997
THIS CERTIFICATE OF DELIVERY AND ACCEPTANCE is executed and delivered to
Telecommunications Finance Group ("Lessor") by Athena International Ltd.
Liability Co. dba Athena International, LLC ("Lessee") pursuant to and in
accordance with the Lease Agreement dated: July 25, 1994 between Lessor and
Lessee (the "lease", the defined terms therein being used herein with their
defined meanings).
1. The Equipment covered by this Certificate consists of the items
described in Schedule 1 of Exhibit A of the Lease.
2. Lessee confirms that the items of Equipment covered hereby have been
delivered to it in good working order and condition, and have been
inspected and accepted by Lessee as of the Commencement Date set forth
above. Lessee hereby waives any fight it may have under Section 2A-517
of the Uniform Commercial Code or otherwise to revoke this acceptance
for any reason whatsoever, including but not limited to, (i) any
assumption by Lessee that a nonconformity would be cured, (ii) any
inducement of acceptance by the Lessors assurances or any difficulty to
discover a nonconformity before acceptance, or (iii) any Lessor default
under the Lease. Lessee further hereby waives its fights under Sections
2A-401 and 2A-402 of the Uniform Commercial Code to suspend performance
of any of its obligations under the Lease with respect to the Equipment
hereby accepted.
3. Lessee confirms that such items of Equipment have been installed at:
910 15th Street, Suite 667, Denver, Colorado 80202-2928
4. The Lessors value of the items of Equipment covered hereby is set forth
in the Schedule 1 of Exhibit A. Lessee confirms that each installment
of rent payable is as defined by the rental rate factor per thousand
dollars as specified in Section 5 of the Lease.
5. Lessee hereby: (a) confirms that the items of Equipment covered hereby
have been inspected by Lessee, have been delivered in good working
order and condition and are of the size, design, capacity and
manufacture selected by it and meet the provisions of the purchase
order(s) with respect thereto: and (b) irrevocably accepts said items
of Equipment "as-is, where-is" for all purposes of the Lease as of the
Commencement Date set forth above and shall pursue remedies to correct
deficiencies, if any, in said items of equipment under the
manufacturers warranty provisions only.
6. Lessee hereby confirms: (i) that no Default or Event of Default is in
existence as of the Commencement Date set forth above, nor shall any
Default or Event of Default occur as a result of the lease by Lessee of
the Equipment specified here-in; and (ii) that all representations and
warranties of Lessee contained in the Lease or in any document or
certificate furnished Lessor in connection herewith, are true and
correct as of the Commencement Date set forth above with the same force
and effect as if made on such date.
TFGLA204-2.WPT
7. Lessee assumes sole responsibility for ensuring that the billing center
can correctly read call records. Lessee's responsibility includes
reading daily the automatic message/ticketing accounting system and/or
polling systems tape(s) by the billing system to ensure all ticket
information is present. Risk of loss for any revenue or profit
associated therewith passes to Lessee upon cutover of any hardware or
software.
8. All of the terms, provisions and conditions of the Lease are hereby
incorporated herein and made a part hereof as if such terms, provisions
and conditions were set forth in full in this Certificate. By their
execution and delivery of this Certificate, the parties hereto reaffirm
all of the terms, provisions and conditions of the Lease.
IN WITNESS WHEREOF, Lessee has caused this Certificate to be executed
by its duly authorized officer as of the Commencement Date set forth above.
Refer S.O.# ADDITION V/EQUIPMENT Athena International Ltd. Liability Co.
dba Athena International, LLC (Lessee)
LIST #TFG-97207
By: /s/ Michael Landers
------------------------------------
Michael Landers, President
---------------------------------------
(Name & Title)
ACCEPTED BY:
TELECOMMUNICATIONS FINANCE GROUP
AS OF THE [23] DAY OF [April] 19[97]
By: /s/ C.C. Calloway
------------------------------------
---------------------------------------
Authorized Representative of
Telecommunications Finance Group
SCHEDULE 1 OF EXHIBIT A
(CERTIFICATE OF DELIVERY AND ACCEPTANCE)
EQUIPMENT DESCRIPTION
---------------------
The items of personal property to be leased pursuant to this Lease Agreement,
dated as of July 25, 1994 between Telecommunications Finance Group, as Lessor,
and Athena International Ltd. Liability Co. dba Athena International, LLC, as
Lessee, are described below and in the attached equipment list(s):
Equipment List
Number Description Amount
- ------ ----------- ------
DCO-481238 A Siemens Stromberg-Carlson $314,252.00
Digital Central Office Carrier Switch Equipped and
Wired for 1152 Digital Ports (DCO-481238, Issue 1,
Dated 05/19/94) with a New Basic Release 12.1 CMF, A
Used AMA Frame, SS7 with 800 Portability, SS7 Spares,
One (1) Additional Pair of "A" Links, International
Operator Service, and Route by ANI on any 700/800
Number Including Installation
TFG-95029 ADDITION I 181,250.64
TFG-96152 ADDITION II 164,516.10
TFG-96181 ADDITION III 264,356.65
TFG-97189 ADDITION IV 68,015.31
TFG-97207 ADDITION V 63,595.58
-------------
TOTAL $1,055,986.28
=============
The above described equipment installed at:
910 15th Street, Suite 667, Denver, Colorado 80202-2928
ACCEPTED BY: /s/ Michael Landers
---------------------------------
DATE: 2.26.97
---------------------------------------
Dated: July 25, 1994
Revised: April 24, 1995
Revised: July 23, 1996
Revised: December 2, 1996
Revised: January 13, 1997
Revised: February 25, 1997
EQUIPMENT LIST 0207 DATED: February 25, 1997
COMPANY: Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION: V
PART NO./DESCRIPTION QUANTITY AMOUNT
- -------------------- -------- ------
SS-C
----
2 EJH PROCESSORS WITH 1 SPARE
PER DCO-745002, ISSUE 01, DATED
10/17/96 (S.O.#071522) AS FOLLOWS:
MATERIAL 1 LOT $30,420.00
INSTALLATION 2,000.00
FREIGHT 25.58
1 A-LINK PAIR FEATURE #003069
(S.O.#071802) AS FOLLOWS:
MATERIAL 1 LOT 7,170.00
SCAT 330.00
THIRD PARTY VENDOR- TELEFLEX
P133-4 INTELINK W/4 DIALOGIC BOARDS 1 23,650.00
---------
TOTAL $63,595.58
==========
TFGLA204-5.WPT
CERTIFICATE OF DELIVERY AND ACCEPTANCE
Commencement Date: April 2, 1997
THIS CERTIFICATE OF DELIVERY AND ACCEPTANCE is executed and delivered to
Telecommunications Finance Group ("Lessor") by Athena International Ltd.
Liability Co. dba Athena International, LLC ("Lessee") pursuant to and in
accordance with the Lease Agreement dated: July 25, 1994 between Lessor and
Lessee (the "Lease", the defined terms therein being used herein with their
defined meanings).
1. The Equipment covered by this Certificate consists of the items described
in Schedule I Of Exhibit A of the Lease.
2. Lessee confirms that the items of Equipment covered hereby have been
delivered to it in good working order and condition, and have been
inspected and accepted by Lessee as of the Commencement Date set forth
above. Lessee hereby waives any right it may have under Section 2A-517 of
the Uniform Commercial Code or otherwise to revoke this acceptance for any
reason whatsoever, including but not limited to, (i) any assumption by
Lessee that a nonconformity would be cured, (ii) any inducement of
acceptance by the Lessor's assurances or any difficulty to discover a
nonconformity before acceptance, or (iii) any Lessor default under the
Lease. Lessee further hereby waives its rights under Sections 2A-401 and
2A-402 of the Uniform Commercial Code to suspend performance of any of its
obligations under the Lease with respect to the Equipment hereby accepted.
3. Lessee confirms that such items of Equipment have been installed at: 910
15th Street, Suite 667, Denver, Colorado 80202-2928
4. The Lessors value of the items of Equipment covered hereby is set forth in
the Schedule 1 of Exhibit A. Lessee confirms that each installment of rent
payable is as defined by the rental rate factor per thousand dollars as
specified in Section 5 of the Lease.
5. Lessee hereby: (a) confirms that the items of Equipment covered hereby
.have been , inspected by Lessee, have been delivered in good working order
and condition and are of the size, design, capacity and manufacture
selected by it and meet the provisions of the purchase order(s) with
respect thereto: and (b) irrevocably accepts said items of Equipment
"as-is, where-is" for all purposes of the Lease as of the Commencement Date
set forth above and shall pursue remedies to correct deficiencies, if any,
in said items of equipment under the manufacturer's warranty provisions
only.
6. Lessee hereby confirms: (i) that no Default or Event of Default is in
existence as of the Commencement Date set forth above, nor shall any
Default or Event of Default occur as a result of the lease by Lessee of the
Equipment specified here-in; and (ii) that all representations and
warranties of Lessee contained in the Lease or in any document or
certificate furnished Lessor in connection herewith, are true and correct
as of the Commencement Date set forth above with the same force and effect
as if made on such date.
7. Lessee assumes sole responsibility for ensuring that the billing center
can correctly read call records. Lessee's responsibility includes
reading daily the automatic message/ticketing accounting system and/or
polling systems tape(s) by the billing system to ensure all ticket
information is present. Risk of loss for any revenue or profit
associated therewith passes to Lessee upon cutover of any hardware or
software.
8. All of the terms, provisions and conditions of the Lease are hereby
incorporated herein and made a part hereof as if such terms, provisions
and conditions were set forth in full in this Certificate. By their
execution and delivery of this Certificate, the parties hereto reaffirm
all of the terms, provisions and conditions of the Lease.
IN WITNESS WHEREOF, Lessee has caused this Certificate to be executed
by its duly authorized officer as of the Commencement Date set forth above.
Refer S.O.# ADDITION VI/EQUIPMENT Athena International Ltd. Liability Co.
--------------------- dba Athena International, LLC (Lessee)
By: /s/ Michael Landers
---------------------------------------
Michael Landers, President
---------------------------------------
(Name & Title)
ACCEPTED BY:
TELECOMMUNICATIONS FINANCE GROUP
AS OF THE [23] DAY OF [April] 19[97]
By: /s/ C.C. Calloway
---------------------------------------
---------------------------------------
Authorized Representative of
Telecommunications Finance Group
TFGLA204.3.WPT
SCHEDULE 1 OF EXHIBIT A
(CERTIFICATE OF DELIVERY AND ACCEPTANCE)
EQUIPMENT DESCRIPTION
---------------------
The items of personal property to be leased pursuant to this Lease Agreement,
dated as of July 25, 1994 between Telecommunications Finance Group, as Lessor,
and Athena International Ltd. Liability Co. dba Athena International, LLC, as
Lessee, are described below and in the attached equipment list(s):
Equipment List
Number Description Amount
- ------ ----------- ------
DCO-481238 A Siemens Stromberg-Carlson $314,252.00
Digital Central Office Carrier Switch Equipped and
Wired for 1152 Digital Ports (DCO-481238, Issue 1,
Dated 05/19/94) with a New Basic Release 12.1 CMF, A
Used AMA Frame, SS7 with 800 Portability, SS7 Spares,
One (1) Additional Pair of "A" Links, International
Operator Service, and Route by ANI on any 700/800
Number Including Installation
TFG-95029 ADDITION I 181,250.64
TFG-96152 ADDITION II 164,516.10
TFG-96181 ADDITION III 264,356.65
TFG-97189 ADDITION IV 68,015.31
TFG-97207 ADDITION V 63,595.58
TFG-97216 ADDITION VI 87,896.85
---------
TOTAL $1,143,883.13
=============
The above described equipment installed at:
910 15th Street, Suite 667, Denver, Colorado 80202-2928
ACCEPTED BY: /s/ Michael Landers
---------------------------------
DATE: 3-31-97
---------------------------------------
Dated: July 25, 1994
Revised: April 24, 1995
Revised: July 23, 1996
Revised: December 2, 1996
Revised: January 13, 1997
Revised: February 25, 1997
Revised: March 25, 1997
EQUIPMENT LIST #TFG-97216 DATED: March 25, 1997
COMPANY: Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION: VI
PART NO./DESCRIPTION QUANTITY AMOUNT
- -------------------- -------- ------
SS-C
- ----
AN UPGRADE TO RELEASE 14.0 PER
DCO-681152, ISSUE 01, DATED 08/19/96
(S.O. #071521 ) 1 LOT $15,000.00
ONE COMMON CONTROL SECTOR
ADD PER DCO-781001, ISSUE 01, DATED
10/02/96 (S.O.#071523) AS FOLLOWS:
MATERIAL 1 LOT 19,730.00
INSTALLATION 3,000.00
FREIGHT 84.10
200 AMP DISTRIBUTION PANEL WITH BUS BAR, CABLES, 10-10 AMP BREAKERS PER
DCO-710002, ISSUE 01, DATED 10/28/96 (S.O.#071801) AS FOLLOWS:
MATERIAL 1 LOT 1,360.00
INSTALLATION 2,200.00
FREIGHT 44.75
REAL TIME ANI FEATURE #823435
(S.O.#071805) 1 LOT 26,666.00
THIRD PARTY VENDOR - CIBER NETWORK
EQUIPMENT AS FOLLOWS: 1 LOT 19,767.00
D4841A/LH PRO 6/200, S/N SG63400748 1
D3583C/4.2GB F/W HOT SWAP HDD 4
D4295A/32MB DIMM MEMORY UPGRADE 1
JC-14WIVMA/MSYNC C400, 14, 128ONI.,
28D, 60HZ 1
J317lA/10/100 TX PCI ADAPTER 2
D4921A/REDUNDANT POWER SUPPLY 1
N3-IL40-U/INOCULAN, 4.0, SRVR, UNLTD
USERS 1
ILWS-41-1/INOCULAN FOR CLIENT-SINGLE
WORKSTATION 1
00662644127330/NW 3.12 50 USER UPG TO
4.11 INTRNW 1OOU 1
SHIPPING COST 45.00
-----
TOTAL $87,896.85
==========
TFGLA204.5.WPT
SIEMENS
Stromberg-Carlson
Installation Site: Denver, CO
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
ITEM 01
CCS - 03
822068-811 Diag. Grading Panel 1
822003-596A PVVBA, (2VV) TSI HDI 4
822002-526 PWBA, TSI PGH I/F 4
207800-482 Cable Assembly (TSI PGH) 4
822005-546A PVVBA, (2VV) TPPO HDI 2
822006-566A PWBA TPP1 (For Addition) 2
822017-556A PWBA TPP2 (For Addition) 2
DOC-ADD Additions Documentation 1
781001CO/1: 10/02/96
CERTIFICATE OF DELIVERY AND ACCEPTANCE
Commencement Date: May 2, 1997
THIS CERTIFICATE OF DELIVERY AND ACCEPTANCE is executed and delivered to
Telecommunications Finance Group ("Lessor") by Athena International Ltd.
Liability Co. dba Athena International, LLC ("Lessee") pursuant to and in
accordance with the Lease Agreement dated: July 25, 1994 between Lessor and
Lessee (the "Lease", the defined terms therein being used herein with their
defined meanings).
1. The Equipment covered by this Certificate consists of the items
described in Schedule 1 of Exhibit A of the Lease.
2. Lessee confirms that the items of Equipment covered hereby have been
delivered to it in good working order and condition, and have been
inspected and accepted by Lessee as of the Commencement Date set forth
above. Lessee hereby waives any fight it may have under Section 2A-517
of the Uniform Commercial Code or otherwise to revoke this acceptance
for any reason whatsoever, including but not limited to, (i) any
assumption by Lessee that a nonconformity would be cured, (ii) any
inducement of acceptance by the Lessor's assurances or any difficulty
to discover a nonconformity before acceptance, or (iii) any Lessor
default under the Lease. Lessee further hereby waives its rights under
Sections 2A-401 and 2A-402 of the Uniform Commercial Code to suspend
performance of any of its obligations under the Lease with respect to
the Equipment hereby accepted.
3. Lessee confirms that such items of Equipment have been installed at:
910 15th Street, Suite 667, Denver, Colorado 80202-2928
4. The Lessor's value of the items of Equipment covered hereby is set
forth in the Schedule 1 of Exhibit A. Lessee confirms that each
installment of rent payable is as defined by the rental rate factor
per thousand dollars as specified in Section 5 of the Lease.
5. Lessee hereby: (a) confirms that the items of Equipment covered hereby
have been inspected by Lessee, have been delivered in good working
order and condition and are of the size, design, capacity and
manufacture selected by it and meet the provisions of the purchase
order(s) with respect thereto: and (b) irrevocably accepts said items
of Equipment "as-is, where-is" for all purposes of the Lease as of the
Commencement Date set forth above and shall pursue remedies to correct
deficiencies, if any, in said items of equipment under
the manufacturer's warranty provisions only.
6. Lessee hereby confirms: (i) that no Default or Event of Default is in
existence as of the Commencement Date set forth above, nor shall any
Default or Event of Default occur as a result of the lease by Lessee of
the Equipment specified here-in; and (ii) that all representations and
warranties of Lessee contained in the Lease or in any document or
certificate furnished Lessor in connection herewith, are true and
correct as of the Commencement Date set forth above with the same force
and effect as if made on such date.
7. Lessee assumes sole responsibility for ensuring that the billing center
can correctly read call records. Lessee's responsibility includes
reading daily the automatic message/ticketing accounting system and/or
polling systems tape(s) by the billing system to ensure all ticket
information is present. Risk of loss for any revenue or profit
associated therewith passes to Lessee upon cutover of any hardware or
software.
8. All of the terms, provisions and conditions of the Lease are hereby
incorporated herein and made a part hereof as if such terms, provisions
and conditions were set forth in full in this Certificate. By their
execution and delivery of this Certificate, the parties hereto reaffirm
all of the terms, provisions and conditions of the Lease.
IN WITNESS WHEREOF, Lessee has caused this Certificate to be executed
by its duly authorized officer as of the Commencement Date set forth above.
Refer S.O.# ADDITION VII/EQUIPMENT Athena International Ltd. Liability Co.
LIST # TFG-97242 dba Athena International, LLC (Lessee)
- ------------------- By: /s/
--------------------------------
Michael T. Landers
--------------------------------
(Name & Title)
ACCEPTED BY:
TELECOMMUNICATIONS FINANCE GRUOP
AS OF THE 11 DAY OF July 1997
By: /s/
--------------------------------
Authorized Representative of
Telecommunications Finance Group
SCHEDULE I OF EXHIBIT A
(CERTIFICATE OF DELIVERY AND ACCEPTANCE)
EOUIPMENT DESCRIPTION
The items of personal property to be leased pursuant to this Lease Agreement,
dated as of July 25, 1994 between Telecommunications Finance Group, as Lessor,
and Athena International Ltd. Liability Co. dba Athena International, LLC, as
Lessee, are described below and in the attached equipment list(s):
Equipment List
Number Description Amount
--------- ----------- ------
DCO-481238 A Siemens Stromberg-Carlson $314,252.00
Digital Central Office Carrier Switch Equipped and
Wired for I 152 Digital Ports (DCO-481238, Issue 1,
Dated 05/19/94) with a New Basic Release 12.1 CMF, A
Used AMA Frame, SS7 with 800 Portability, SS7 Spares,
One (1) Additional Pair of "A" Links, International
Operator Service, and Route by ANI on any 700/800
Number Including Installation
TFG-95029 ADDITION I 181,250.64
TFG-96152 ADDITION II 164,516.10
TFG-96181 ADDITION III 264,356.65
TFG-97189 ADDITION IV 68,015.31
TFG-97207 ADDITION V 63,595.58
TFG-97216 ADDITION VI 87,896.85
TFG-97242 ADDITION VII 89.193.68
-------------
TOTAL $1,233,076.81
===== =============
The above described equipment installed at:
910 15th Street, Suite 667, Denver, Colorado 80202-2928
ACCEPTED BY: /s/
----------------------
DATE: 5-12-97
-----------------------------
Dated: July 25, 1994
Revised: April 24, 1995
Revised: July 23, 1996
Revised: December 2, 1996
Revised: January 13, 1997
Revised: February 25, 1997
Revised: March 25, 1997
Revised: May 7, 1997
EQUIPMENT LIST #TFG-97242 DATED: May 7, 1997
COMPANY: Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION: VII
PART NO./DESCRIPTION QUANTITY AMOUNT
- -------------------- ---------- --------
SS-C
------
A FULLY EQUIPPED DTF-04 FRAME
PER DCO-710015, DATED 01/23/97
(S.O.#071631) AS FOLLOWS:
MATERIAL 1 LOT 60,787.00
INSTALLATION 9,100.00
FREIGHT 590.51
HENDRY FUSE PANEL PER DCO-710008,
ISSUE 02, DATED 12/06/96 (S.O.#071982)
AS FOLLOWS:
MATERIAL 1 LOT 1,732.00
LABOR 1,900.00
FREIGHT 84.17
TOLL FREE NUMBER EXPANSION (S.O.#072119) 1 LOT 15,000.00
----------
TOTAL $89,193.68
==========
SIEMENS
Stromberg-Carlson
INSTALLATION SITE: DENVER, CO
PART NUMBER DESCRIPTION QTY
------------ ------------ -----
ITEM 01
DTF-O4 Frame Addition
---------------------
817577-900 Frame MG 1
817577-901 MG, DS1 Host CUA 6
817577-902 MG, Basics PWBAs DS1 CUA 6
207600-225 Frame Weldment 1
207800-079 Pkg Assy Front Door Mtg Hardware 1
207800-080 Pkg Assy Rear Door Mtg Hardware 1
207600-158 Door Assembly, Right I/O 2
207600-159 Door Assembly, Left I/O 2
207600-721 PWBA Guide 6
817560-606 PWBA, T1 Interface 48
817577-917 MG Blower w/Fan Alarm, Base 1
PRT-00
-------
817576-938 Mod Group, Circuit Breaker 2
710015CO/1: 01/23/97 -1 -
SIEMENS
Stromberg-Carlson
INSTALLATION SITE: DENVER, CO
PART NUMBER DESCRIPTION QTY
------------ ------------ ---
ITEM 01 (CONT.)
Miscellaneous
-------------
DSX-DR19 Cross Connect Panel 2
202975-592 Relay Rack (Lorain) 1
DOC-ADD Additions Documentation 1
ITEM 02
LTF-01 Frame Addition
---------------------
814574-900 MG Basic Frame Assy, LTF 1
814574-901 MG Supervisory Panel Assy 1
814574-904 MG Pkg Assy, Ejector Bar, Top 1
814574-903 Mod Group Term Assy Power 1
207600-720 PWBA Guide 1
207600-210 Pkg Assy, Frame Weldment 1
207600-014 Pkg Assy, LTF Term Block EMC 1
814574-992 MG Service Circuit CUA 1
814574-995 PWBA Mod Group-Basic PWBA 1
207600-160 Pkg Assy Front Door Mtg Hdw 1
207600-471 Pkg Assy Rear Door Mtg Hdw 1
710015CO/1: 01/23/97 -2-
CERTIFICATE OF DELIVERY AND ACCEPTANCE
Commencement Date: June 2, 1997
THIS CERTIFICATE OF DELIVERY AND ACCEPTANCE is executed and delivered to
Telecommunications Finance Group ("Lessor") by Athena International Ltd.
Liability Co. dba Athena International, LLC ("Lessee") pursuant to and in
accordance with the Lease Agreement dated: July 25, 1994 between Lessor and
Lessee (the "Lease", the defined terms therein being used herein with their
defined meanings).
1. The Equipment covered by this Certificate consists of the items
described in Schedule 1 of Exhibit A of the Lease.
2. Lessee confirms that the items of Equipment covered hereby have been
delivered to it in good working order and condition, and have been
inspected and accepted by Lessee as of the Commencement Date set forth
above. Lessee hereby waives any right it may have under Section 2A-517
of the Uniform Commercial Code or otherwise to revoke this acceptance
for any reason whatsoever, including but not limited to, (i) any
assumption by Lessee that a nonconformity would be cured, (ii) any
inducement of acceptance by the Lessor's assurances or any difficulty
to discover a nonconformity before acceptance, or (iii) any Lessor
default under the Lease. Lessee further hereby waives its fights under
Sections 2A-401 and 2A-402 of the Uniform Commercial Code to suspend
performance of any of its obligations under the Lease with respect to
the Equipment hereby accepted.
3. Lessee confirms that such items of Equipment have been installed at:
910 15th Street, Suite 667, Denver, Colorado 80202-2928
4. The Lessor's value of the items of Equipment covered hereby is set
forth in the Schedule I of Exhibit A. Lessee confirms that each
installment of rent payable is as defined by the rental rate factor per
thousand dollars as specified in Section 5 of the Lease.
5. Lessee hereby: (a) confirms that the items of Equipment covered hereby
have been inspected by Lessee, have been delivered in good working
order and condition and are of the size, design, capacity and
manufacture selected by it and meet the provisions of the purchase
order(s) with respect thereto: and (b) irrevocably accepts said items
of Equipment "as-is, where-is" for all purposes of the Lease as of the
Commencement Date set forth above and shall pursue remedies to correct
deficiencies, if any, in said items of equipment under the
manufacturer's warranty provisions only.
6. Lessee hereby confirms: (i) that no Default or Event of Default is in
existence as of the Commencement Date set forth above, nor shall any
Default or Event of Default occur as a result of the lease by Lessee of
the Equipment specified here-in; and (ii) that all representations and
warranties of Lessee contained in the Lease or in any document or
certificate furnished Lessor in connection herewith, are true and
correct as of the Commencement Date set forth above with the same force
and effect as if made on such date.
TFGLA204.2.WPT
7. Lessee assumes sole responsibility for ensuring that the billing center
can correctly read call records. Lessee's responsibility includes
reading daily the automatic message/ticketing accounting system and/or
polling systems tape(s) by the billing system to ensure all ticket
information is present. Risk of loss for any revenue or profit
associated therewith passes to Lessee upon cutover of any hardware or
software.
8. All of the terms, provisions and conditions of the Lease are hereby
incorporated herein and made a part hereof as if such terms, provisions
and conditions were set forth in full in this Certificate. By their
execution and delivery of this Certificate, the parties hereto reaffirm
all of the terms, provisions and conditions of the Lease.
IN WITNESS WHEREOF, Lessee has caused this Certificate to be executed
by its duly authorized officer as of the Commencement Date set forth above.
Refer S.O.# ADDITION VIII/EOUIPMENT Athena International Ltd. Liability Co.
dba Athena International, LLC (Lessee)
LIST #TFG-97253 By: /s/
-----------------------
Michael Landers, Pres.
-----------------------
(Name & Title)
ACCEPTED BY:
TELECOMMUNICATIONS FINANCE GROUP
AS OF THE 11 DAY OF July 1997
By: /s/
----------------------------
----------------------------
Authorized Representative of
Telecommunications Finance Group
TFGLA204.3.WPT
SCHEDULE 1 OF EXHIBIT A
(CERTIFICATE OF DELIVERY AND ACCEPTANCE)
EQUIPMENT DESCRIPTION
The items of personal property to be leased pursuant to this Lease Agreement,
dated as of July 25, 1994 between Telecommunications Finance Group, as Lessor,
and Athena International Ltd. Liability Co. dba Athena International, LLC, as
Lessee, are described below and in the attached equipment list(s):
Equipment List
Number Description Amount
------- ----------- ------
DCO-481238 A Siemens Stromberg-Carlson $314,252.00
Digital Central Office Carrier Switch Equipped and
Wired for 1152 Digital Ports (DCO-481238, Issue 1,
Dated 05/19/94) with a New Basic Release 12.1 CMF, A
Used AMA Frame, SS7 with 800 Portability, SS7 Spares,
One (1) Additional Pair of "A" Links, International
Operator Service, and Route by ANI on any 700/800
Number Including Installation
TFG-95029 ADDITION I 181,250.64
TFG-96152 ADDITION II 164,516.10
TFG-96181 ADDITION III 264,356.65
TFG-97189 ADDITION IV 68,015.31
TFG-97207 ADDITION V 63,595.58
TFG-97216 ADDITION VI 87,896.85
TFG-97242 ADDITION VII 89,193.68
TFG-97253 ADDITION VIII 58,013.66
-------------
TOTAL $1,291,090.47
===== =============
The above described equipment installed at:
910 15th Street, Suite 667,
Denver, Colorado 80202-2928
ACCEPTED BY: /s/
----------------
DATE: 6-6-97
-----------------------
Dated: July 25, 1994
Revised: April 24, 1995
Revised: July 23, 1996
Revised: December 2, 1996
Revised: January 13, 1997
Revised: February 25, 1997
Revised: March 25, 1997
Revised: May 7, 1997
Revised: June 11, 1997
TFGLA2G1-4.WIT
EQUIPMENT LIST #TFG-97253 DATED: June 4, 1997
COMPANY: Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION: VIII
PART NO./DESCRIPTION QUANTITY AMOUNT
- -------------------- -------- ------
SS-C
SLU MULTI-TASKING PORT
ADDITION PER DCO-710017,
ISSUE 01, DATED 02/05/97
(S.O.#072091) AS FOLLOWS:
MATERIAL 1 LOT $ 456.00
INSTALLATION 2,500.00
FREIGHT 22.95
SEA 96019 EXPANSION OF ROUTE GUIDE INDEXES
TO 4096 PER DCO- 681122, ISSUE 01,
DATED 07/09/96; RELEASE 15.0 RTU STARTUP
(S.O.#072300) AS FOLLOWS:
MATERIAL 1 LOT 55,000.00
FREIGHT 34.71
----------
TOTAL $58,013.66
====== ==========
TFGLA204.5.WPT
SIEMENS
STROMBERG-CARLSON
INSTALLATION SITE: DENVER, CO
PART NUMBER DESCRIPTION
----------------------- QTY
---
Switching Equipment
ITEM 01
SLU PWBA (CMF-00)
814722-216 PWBA, SLU Panel RS232 1
207630-857 Package Assy, Module Hardware 1
825079 Multi-Tasking Software 2
NOTE: Each SLU PWBA has two ports on it, therefore two multi-tasking software ports are shown.
710017CO/1: 02/05/97 2
CERTIFICATE OF DELIVERY AND ACCEPTANCE
Commencement Date: September 2, 1997
THIS CERTIFICATE OF DELIVERY AND ACCEPTANCE is executed and delivered to
Telecommunications Finance Group ("Lessor") by Athena International Ltd.
Liability Co. dba Athena International, LLC ("Lessee") pursuant to and in
accordance with the Lease Agreement dated: July 25, 1994 between Lessor and
Lessee (the "Lease", the defined terms therein being used herein with their
defined meanings).
1. The Equipment covered by this Certificate consists of the items
described in Schedule I of Exhibit A of the Lease.
2. Lessee confirms that the items of Equipment covered hereby have been
delivered to it in good working order and condition, and have been
inspected and accepted by Lessee as of the Commencement Date set forth
above. Lessee hereby waives any right it may have under Section 2A-517
of the Uniform Commercial Code or otherwise to revoke this acceptance
for any reason whatsoever, including but not limited to, (i) any
assumption by Lessee that a nonconformity would be cured, (ii) any
inducement of acceptance by the Lessors assurances or any difficulty to
discover a nonconformity before acceptance, or (iii) any Lessor default
under the Lease. Lessee further hereby waives its rights under Sections
2A-401 and 2A-402 of the Uniform Commercial Code to suspend performance
of any of its obligations under the Lease with respect to the Equipment
hereby accepted.
3. Lessee confirms that such items of Equipment have been installed at:
910 1Sth Street, Suite 667, Denver, Colorado 80202-2928
4. The Lessor's value of the items of Equipment covered hereby is set
forth in the Schedule I of Exhibit A. Lessee confirms that each
installment of rent payable is as defined by the rental rate factor per
thousand dollars as specified in Section 5 of the Lease.
5. Lessee hereby: (a) confirms that the items of Equipment covered hereby
have been inspected by Lessee, have been delivered in good working
order and condition and are of the size, design, capacity and
manufacture selected by it and meet the provisions of the purchase
order(s) with respect thereto: and (b) irrevocably accepts said items
of Equipment "as-is, where-is" for all purposes of the Lease as of the
Commencement Date set forth above and shall pursue remedies to correct
deficiencies, if any, in said items of equipment under the
manufacturer's warranty provisions only.
6. Lessee hereby confirms: (i) that no Default or Event of Default is in
existence as of the Commencement Date set forth above, nor shall any
Default or Event of Default occur as a result of the lease by Lessee of
the Equipment specified here-in; and (ii) that all representations and
warranties of Lessee contained in the Lease or in any document or
certificate furnished Lessor in connection herewith, are true and
correct as of the Commencement Date set forth above with the same force
and effect as if made on such date.
7. Lessee assumes sole responsibility for ensuring that the billing center
can correctly read call records. Lessee's responsibility includes
reading daily the automatic message/ticketing accounting system and/or
polling systems tape(s) by the billing system to ensue all ticket
information is present. Risk of loss for any revenue or profit
associated therewith passes to Lessee upon cutover of any hardware or
software.
8. All of the terms, provisions and conditions of the Lease are hereby
incorporated herein and made a part hereof as if such terms, provisions
and conditions were set forth in full in this Certificate. By their
execution and delivery of this Certificate, the parties hereto reaffirm
all of the terms, provisions and conditions of the Lease.
IN WITNESS WHEREOF, Lessee has caused this Certificate to be executed
by its duly authorized officer as of the Commencement Date set forth above.
Refer S.O.# ADDITION IX/EQUIPMENT Athena International Ltd. Liability Co.
dba Athena
International, LLC (Lessee)
LIST #TFG-97284 By: /s/
-----------------------------
Michael Landers President
-----------------------------
(Name & Title)
ACCEPTED BY:
TELECOMMUNICATIONS FINANCE GROUP
AS OF THE 13 DAY OF October 1997
By: /s/
--------------------------------
--------------------------------
Authorized Representative of
Telecommunications Finance Group
ATTACHMENT A
EQUIPMENT LIST #TFG-97253 DATED: June 4, 1997
- ------------------------
COMPANY: Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION: VIII
PART NO./DESCRIPTION QUANTITY AMOUNT
- -------------------- -------- ------
SS-C
----
SLU MULTI-TASKING PORT
ADDITION PER DCO-710017,
ISSUE 01, DATED 02/05/97
(S.O.#072091) AS FOLLOWS:
MATERIAL 1 LOT $ 456.00
INSTALLATION 2,500.00
FREIGHT 22.95
SEA 96019 EXPANSION OF ROUTE
GUIDE INDEXES TO 4096 PER DCO- 681122,
ISSUE 01, DATED 07/09/96;
RELEASE 15.0 RTU STARTUP
(S.O.#072300) AS FOLLOWS:
MATERIAL 1 LOT 55,000.00
FREIGHT 34.71
----------
TOTAL $58,013.66
===== ==========
TFGLA2045.WPT
OCC CONTRACT
SIEMENS
STROMBERG-CARLSON
400 Rinehart Road
Lake Mary, Florida 32746
(407)942-5000
Buyer ATHENA DATE: 02/05/97
INSTALLATION SITE: DENVER, CO____________
_________________________________________
This Contract is subject to the terms and conditions set forth herein, and includes the following:
1. Continuation pages 2, 3 and 4 which include a Disclaimer of Warranties and a Software Product License.
2. Technical Proposal No. -------------------------------,Issue -----------, dated ----------,
3. Payment Terms:
100% of equipment price upon delivery, F.O.B. Lake Mary, Florida
100% of installation price upon installation turnover.
DCO-710017 1 02/05/97 Delivery
(Month ARO)
Item Description Quantity Unit Price Total Schedule
------- ------------- -------- ---------- ----- ----------
01 Proposal for a SLU Multi-tasking Port
Addition, per DCO-710017, Issue 01,
dated 02/05/97. (Includes Toll-
Material $456
Installation 2,500
------
TOTAL $2,956
======
.
NOTE: This Contract is agreed to for item(s):01 Siemens Stromberg-Carlson Home Office
Acceptance
Receipt of $__________________from
[ILLEGIBLE] Buyer is Hereby Acknowledged
By:______________________________
SCHEDULE I OF EXHIBIT A
(CERTIFICATE OF DELIVERY AND ACCEPTANCE)
EQUIPMENT DESCRIPTION
The items of personal property to be leased pursuant to this Lease Agreement,
dated as of July 25, 1994 between Telecommunications Finance Group, as Lessor,
and Athena International Ltd. Liability Co. dba Athena International, LLC, as
Lessee, are described below and in the attached equipment list(s):
Equipment List
- --------------
Number Description Amount
------ ----------- ------
DCO-481238 A Siemens Stromberg-Carlson Digital Central $314,252.00
Office Carrier Switch Equipped and Wired for 1152
Digital Ports (DCO-481238, Issue 1, Dated 05/19/94)
with a New Basic Release 12.1 CMF, A Used AMA Frame,
SS7 with 800 Portability, SS7 Spares, One (1)
Additional Pair of "A" Links, International Operator
Service, and Route by ANI on any 700/800 Number
Including Installation
TFG-95029 ADDITION I 181,250.64
TFG-96152 ADDITION II 164,516.10
TFG-96181 ADDITION III 264,356.65
TFG-97189 ADDITION IV 68,015.31
TFG-97207 ADDITION V 63,595.58
TFG-97216 ADDITION VI 87,896.85
TFG-97242 ADDITION VII 89,193.68
TFG-97253 ADDITION VIII 58,013.66
TFG-97284 ADDITION IX 93,500.00
-------------
TOTAL $1,384,590.47
======= =============
The above described equipment installed at:
910 15th Street, Suite 667, Denver, Colorado 80202-2928
Accepted By: /s/
---------------------
DATE: 9-8-97
---------------------
Dated: July 25, 1994
Revised: April 24, 1995
Revised: July 23, 1996
Revised: December 2, 1996
Revised: January 13, 1997
Revised: February 25, 1997
Revised: March 25, 1997
Revised: May 7, 1997
Revised: June 11, 1997
Revised: September 3, 1995
EQUIPMENT LIST #TFG-97284 DATED: September 3, 1997
- -------------------------
COMPANY: Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION: IX
PART NO./DESCRIPTION QUANTITY AMOUNT
- -------------------- -------- ------
THIRD PARTY VENDOR - TELEFLEX
-----------------------------
EQUIPMENT AS FOLLOWS: 1 LOT $93,500.00
P133-8 INTELINK W/8 DIALOGIC BOARDS 1 LOT ----------
D240SC=T1 CARD 2
DTI/240SC CARD 2
TOTAL $93,500.00
===== ==========
CERTIFICATE OF DELIVERY AND ACCEPTANCE
Commencement Date: December 2, 1997
THIS CERTIFICATE OF DELIVERY AND ACCEPTANCE is executed and delivered to
Telecommunications Finance Group ("Lessor") by Athena International Ltd.
Liability Co. dba Athena International, LLC ("Lessee") pursuant to and in
accordance with the Lease Agreement dated: July 25, 1994 between Lessor and
Lessee (the "Lease", the defined terms therein being used herein with their
defined meanings).
1. The Equipment covered by this Certificate consists of the items
described in Schedule I of Exhibit A of the Lease.
2. Lessee confirms that the items of Equipment covered hereby have been
delivered to it in good working order and condition, and have been
inspected and accepted by Lessee as of the Commencement Date set forth
above. Lessee hereby waives any right it may have under Section 2A-517
of the Uniform Commercial Code or otherwise to revoke this acceptance
for any reason whatsoever, including but not limited to, (i) any
assumption by Lessee that a nonconformity would be cured, (ii) any
inducement of acceptance by the Lessor's assurances or any difficulty
to discover a nonconformity before acceptance, or (iii) any Lessor
default under the Lease. Lessee further hereby waives its rights under
Sections 2A-401 and 2A-402 of the Uniform Commercial Code to suspend
performance of any of its obligations under the Lease with respect to
the Equipment hereby accepted.
3. Lessee confirms that such items of Equipment have been installed at:
910 15th Street, Suite 667, Denver, Colorado 80202-2928
4. The Lessor's value of the items of Equipment covered hereby is set
forth in the Schedule I of Exhibit A. Lessee confirms that each
installment of rent payable is as defined by the rental rate factor per
thousand dollars as specified in Section 5 of the Lease.
5. Lessee hereby: (a) confirms that the items of Equipment covered hereby
have been inspected by Lessee, have been delivered in good working
order and condition and are of the size, design, capacity and
manufacture selected by it and meet the provisions of the purchase
order(s) with respect thereto: and (b) irrevocably accepts said items
of Equipment "as-is, where-is" for all purposes of the Lease as of the
Commencement Date set forth above and shall pursue remedies to correct
deficiencies, if any, in said items of equipment under the
manufacturer's warranty provisions only.
6. Lessee hereby confirms: (i) that no Default or Event of Default is in
existence as of the Commencement Date set forth above, nor shall any
Default or Event of Default occur as a result of the lease by Lessee of
the Equipment specified here-in; and (ii) that all representations and
warranties of Lessee contained in the Lease or in any document or
certificate furnished Lessor in connection herewith, are true and
correct as of the Commencement Date set forth above with the same force
and effect as if made on such date.
SCHEDULE 1 OF EXHIBIT A
(CERTIFICATE OF DELIVERY AND ACCEPTANCE)
EQUIPMENT DESCRIPTION
The items of personal property to be leased pursuant to this Lease Agreement,
dated as of July 25, 1994 between Telecommunications Finance Group, as Lessor,
and Athena International Ltd. Liability Co. dba Athena International, LLC, as
Lessee, are described below and in the attached equipment list(s): Equipment
List
Number Description Amount
------ ----------- ------
DCO-481238 A Siemens Stromberg-Carlson $314,252.00
Digital Central Office Carrier Switch Equipped and
Wired for 1152 Digital Ports (DCO-481238, Issue 1,
Dated 05/19/94) with a New Basic Release 12.1 CMF, A
Used AMA Frame, SS7 with 800 Portability, SS7 Spares,
One (1) Additional Pair of "A" Links, International
Operator Service, and Route by ANI on any 700/800
Number Including Installation
TFG-95029 ADDITION I 181,250.64
TFG-96152 ADDITION II 164,516.10
TFG-96181 ADDITION III 264,356.65
TFG-97189 ADDITION IV 68,015.31
TFG-97207 ADDITION V 63,595.58
TFG-97216 ADDITION VI 87,896.85
TFG-97242 ADDITION VII 89,193.68
TFG-97253 ADDITION VIII 58,013.66
TFG-97284 ADDITION IX 93,500.00
TFG-98018 ADDITION X 220,193.11
-------------
TOTAL $1,604,783.58
===== =============
The above described equipment installed at:
910 15th Street, Suite 667, Denver, Colorado 80202-2928
ACCEPTED BY: /s/
----------------------
DATE: March 2, 1998
-----------------------------
Dated: July 25, 1994
Revised: April 24, 1995
Revised: July 23, 1996
Revised: December 2, 1996
Revised: January 13, 1997
Revised: February 25, 1997
Revised: March 25, 1997
Revised: May 7, 1997
Revised: June 11, 1997
Revised: September 3, 1997
Revised: February 27, 1998
EQUIPMENT LIST #TFG-98018 DATED: February 27, 1998
- -------------------------
COMPANY: Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION: X
PART NO./DESCRIPTION QUANTITY AMOUNT
- -------------------- -------- ------
STN
---
RESTRUCTURE CHARGES $ 44,193.11
THIRD PARTY VENDOR - TELESELECT
VTS-60 MODEL NUMBER: 300-Y-ITS INCLUDING: 1 LOT 176,000.00
TSG VTS TERMINATION SOFTWARE PACKAGE, -----------
S/N VS97R0l-R02 2
ICS WIN/NT COMP SYS, S/N 9711010 & 9711011 2
DIALOGIC DTI300SC COM BDS, S/N CZ034563,
CZ021715 2
DIALOGIC DT1240SC COM BD, S/N CZ034121-25,
CZ034439 6
DATAKINETICS PCCS6 SS7 BD, S/N 01170 1
RAD KILOMUX 2000, S/N 7231604-606, 7182322,
7251281, 7251278 6
RAD KVG, 5-T1M, S/N 7451153-160, 162, 164-166 12
RAD KVF,5-T1S VOICE/FAX, S/N 7428554-57,
559-563, 7414236-237, 231, 245, 7411674-76) 16
RAD DXC HIGH SPEED I/O BOARDS, S/N 735504-
510, 512, 497, 7290936-938 12
RAD DKC T1/E 1 DIGITAL CROSS CONNECT,
S/N 7440573-574 2
19" RACK, S/N 978721 1
UNINTERRUPTIBLE POWER SOURCE (UPS),
S/N 971355 2
RAD MBE ETHERNET BRIDGE, S/N 7455186 &
7430875 2
CSU/DSU, S/N 9711010-011 2
TOTAL $220,193.11
===== ===========
7. Lessee assumes sole responsibility for ensuring that the billing center
can correctly read call records. Lessee's responsibility includes
reading daily the automatic message/ticketing accounting system and/or
polling systems tape(s) by the billing system to ensure all ticket
information is present. Risk of loss for any revenue or profit
associated therewith passes to Lessee upon cutover of any hardware or
software.
8. All of the terms, provisions and conditions of the Lease are hereby
incorporated herein and made a part hereof as if such terms, provisions
and conditions were set forth in full in this Certificate. By their
execution and delivery of this Certificate, the parties hereto reaffirm
all of the terms, provisions and conditions of the Lease.
IN WITNESS WHEREOF, Lessee has caused this Certificate to be executed
by its duly authorized officer as of the Commencement Date set forth above.
/s/
Refer S.O.# ADDITION X/EQUIPMENT Athena International Ltd. Liability Co.
dba Athena International, LLC (Lessee)
LIST #TFG-98018 By: /s/ Kevin H. Pollard
----------------------------------
President + CEO
----------------------------------
(Name & Title)
ACCEPTED BY:
TELECOMMUNICATIONS FINANCE GROUP
AS OF THE 14 DAY OF APRIL 1998
By: /s/
----------------------------------
----------------------------------
Authorized Representative of
Telecommunications Finance Group
TFGLA204-3WPT
ASSIGNMENT OF PURCHASE ORDER
This Assignment between Athena International Ltd. Liability Co.
dba Athena International, LLC ("Company") and
Telecommunications Finance Group ("Lessor").
WHEREAS, the Company and Lessor have, or will shortly, execute a Lease
Agreement ("Lease");
and
WHEREAS, the Company has executed and delivered a certain purchase
contract covering the property described therein (the "Equipment"), a copy
of which purchase contract is attached hereto as Attachment A ("Purchase
Order"); and
WHEREAS, the Company desires to assign to Lessor all of its rights and
interests under the Purchase Order for that equipment listed on Schedule 1,
as amended from time to time, of Exhibit A of the Lease so that Lessor
might purchase and take title to such equipment in the Company's stead.
NOW, THEREFORE, for valuable consideration, receipt of which is hereby
acknowledged, the parties hereto agree as follows:
1. This Assignment shall be effective as of the date the Company
executes Exhibit A entitled "Certificate of Delivery and Acceptance" of
the Lease.
2. The Company (a) represents and warrants that the Purchase Order
constitutes the entire understanding of the parties thereto with respect to
the purchase and sale of the Equipment covered thereby; (b) hereby assigns
to Lessor all of its rights under the Purchase Order as to the equipment
listed on Schedule 1, as amended from time to time, of Exhibit A of the
Lease; (c) hereby assigns to Lessor and Lessor hereby assumes and agrees,
so long as a Company complies with the provisions of the Lease and
otherwise performs its obligations under the Purchase Order, to perform
Company's obligations under the Purchase Order to pay the price of the
equipment listed on Schedule 1, as amended from time to time, of Exhibit A
of the Lease; and (d) represents and warrants that neither notice to nor
consent from the respective vendor is required in connection with the
execution, delivery and performance of this Assignment or for the validity
or enforceability of this Assignment.
3. Pursuant to this Assignment, the Company hereby agrees with Lessor that
the Company shall continue to be responsible for the performance of all
obligations under the Purchase Order, except for, subject to the condition
provided in Paragraph 1 above, the obligation to pay the price as provided
in Paragraph 2 above, and the Company agrees to hold harmless and indemnify
Lessor from all liability, loss, damage, and expense arising from or
directly or indirectly attributable to such obligations.
IN WITNESS WHEREOF, the parties have duly executed this Assignment
under seal by their authorized representatives as of the date opposite
their respective signatures.
Athena International Ltd. Liability Co.
dba Athena International, LLC (Lessee)
By: /s/
----------------------------------
Michael Landers, President
----------------------------------
Name & Title
Date Signed:
TELECOMMUNICATIONS FINANCE GROUP
By: /s/
---------------------------------
---------------------------------
Authorized Representative of
Telecommunications Finance Group
Date Signed: 10/13/97
------------------
ATTACHMENT A
("PURCHASE ORDER")
EQUIPMENT LIST #TFG-97284 DATED: September 3, 1997
-------------------------
COMPANY: Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION: IX
PART NO./DESCRIPTION QUANTITY AMOUNT
-------------------- -------- ------
THIRD PARTY VENDOR- TELEFLEX
EQUIPMENT AS FOLLOWS: 1 LOT $93,500.00
----------
P133-8 INTELINK W/8 DIALOGIC BOARDS 1 LOT
D240SC-T1 CARD 2
DTI/240SC CARD 2
TOTAL $93,500.00
===== ==========
ASSIGNMENT OF PURCHASE ORDER
This Assignment between Athena International Ltd. Liability Co. dba Athena
International, LLC ("Company") and Telecommunications Finance Group ("Lessor").
WHEREAS, the Company and Lessor have, or will shortly, execute a Lease
Agreement ("Lease"); and
WHEREAS, the Company has executed and delivered a certain purchase contract
covering the property described therein (the "Equipment"), a copy of which
purchase contract is attached hereto as Attachment A ("Purchase Order"); and
WHEREAS, the Company desires to assign to Lessor all of its rights and
interests under the Purchase Order for that equipment listed on Schedule 1, as
amended from time to time, of Exhibit A of the Lease so that Lessor might
purchase and take title to such equipment in the Company's stead.
NOW, THEREFORE, for valuable consideration, receipt of which is hereby
acknowledged, the parties hereto agree as follows:
1. This Assignment shall be effective as of the date the Company executes
Exhibit A entitled "Certificate of Delivery and Acceptance" of the Lease.
2. The Company (a) represents and warrants that the Purchase Order constitutes
the entire understanding of the parties thereto with respect to the purchase and
sale of the Equipment covered thereby; (b) hereby assigns to Lessor all of its
rights under the Purchase Order as to the equipment listed on Schedule 1, as
amended from time to time, of Exhibit A of the Lease; (c) hereby assigns to
Lessor and Lessor hereby assumes and agrees, so long as a Company complies with
the provisions of the Lease and otherwise performs its obligations under the
Purchase Order, to perform Company's obligations under the Purchase Order to pay
the price of the equipment listed on Schedule 1, as amended from time to time,
of Exhibit A of the Lease; and (d) represents and warrants that neither notice
to nor consent from the respective vendor is required in connection with the
execution, delivery and performance of this Assignment or for the validity or
enforceability of this Assignment.
3. Pursuant to this Assignment, the Company hereby agrees with Lessor that the
Company shall continue to be responsible for the performance of all obligations
under the Purchase Order, except for, subject to the condition provided in
Paragraph 1 above, the obligation to pay the price as provided in Paragraph 2
above, and the Company agrees to hold harmless and indemnify Lessor from all
liability, loss, damage, and expense arising from or directly or indirectly
attributable to such obligations.
IN WITNESS WHEREOF, the parties have duly executed this Assignment under
seal by their authorized representatives as of the date opposite their
respective signatures.
Athena International Ltd. Liability Co.
dba Athena International LLC (Lessee)
By: /s/
-----------------------------------
Michael Landers, Pres.
-----------------------------------
Date Signed: Name & Title 6-6-97
--------------------------
TELECOMMUNICATIONS FINANCE GROUP
By: /s/
-----------------------------------
-----------------------------------
Authorized Representative of
Telecommunications Finance Group
Date Signed: 7/11/97
--------------------------
TYGLA2049WPT
SIEMENS
STROMBERG-CARLSON
CONTRACT
CONTINUATION
SHEET
ATHENA DCO-710017
Issue: 01
Date: 02/05/97
Page 1a
Item Description Qty. Unit Pr. Total
--------------------------------------------------------------------------------------------------------------
NOTES:
Siemens Stromberg-Carlson reserves the right to change the
hardware elements in accordance with our ongoing development
program. The hardware necessary to support the functionality
specified will be provided at time of shipment in accordance with
our then current hardware configuration policy.
PRICES DO NOT INCLUDE TAXES AND FREIGHT.
SSC 380-034 (2/96) -initial-
SIEMENS OCC CONTRACT
Stromberg-Carlson
400 Rinehart Road
Lake Mary, Florida 32748
(407) 942-5000
Buyer: Athena 07/09/96
Date: Denver, CO
----------------------
---------------------- INSTALLATION SITE:
This Contract is subject to the terms and conditions set forth herein, and
includes the following: 1. Continuation pages 2, 3 and 4 which include a
Disclaimer of Warranties and a Software Product License.
2. Technical Proposal No. DCO-681122, Issue 1, dated 07/09/96
3. Payment Terms:
o 100% of equipment price upon delivery, F.O.B. Lake Mary, Florida
o 100% of installation price upon installation turnover.
Delivery
(Month-ARO)
ITEM DESCRIPTION QUANTITY Unit Price Total Schedule
---- ----------- -------- ---------- ----- --------
01 Proposal for SEA 96019 Expansion of
Route Guide Indexes to 4096 from current
512 - Requires Release 15.0, item 02
per DCO-681122, Issue 01,
dated 07/09/96.
Material $25,000 per network
Installation 0
TOTAL $25,000 per network
02 Release 15.0 RTU
Startup
Material $30,000 per site
Installation 0
TOTAL $30,000 per site
(continued on page 1a)
NOTE: This form must be signed and returned by Buyer within _____ days of the
first date above written.
This Contract is agreed to for item(s): ______ Siemens Stromberg-Carloson Home Office
__________________________________________________ Acceptance
__________________________________________________ By:____________________________________
Authorized Representative & Title Date
For:______________________________________________ Receipt of $________________________from
(Buyer/Licensee) Buyer is Hereby Acknowledged
By:____________________________________
CONTRACT
SIEMENS CONTINUATION
Stromberg-Carlson SHEET
400 Rinehart Road
Lake Mary, Florida 32748
(407) 942-5000
Athena DC0-681122
Issue: 01
Date: 07/09/96
Page 1a
Item Description Qty. Unit Pr. Total
03 Item 02 requires EJH processor
if not already equipped.
Material per site
Installation per site
TOTAL per site
NOTES:
If PURCHASED, A 10% DEPOSIT IS REQUIRED ON ORDER ENTRY. IF LEASED FROM
TELECOMMUNICATIONS FINANCE GROUP, A 5% DEPOSIT IS REQUIRED ON ORDER ENTRY. THIS
5% DEPOSIT WILL BE APPLIED AGAINST LEASE PAYMENTS.
Siemens Stromberg-Carlson reserves the right to change the hardware elements in
accordance with our ongoing development program. The hardware necessary to
support the functionality specified will be provided at time of shipment in
accordance with our then current hardware configuration policy.
PRICES DO NOT INCLUDE TAXES AND FREIGHT.
ASSIGNMENT OF PURCHASE ORDER
This Assignment between Athena International Ltd. Liability Co. dba Athena
International, LLC ("Company") and Telecommunications Finance Group ("Lessor").
WHEREAS, the Company and Lessor have, or will shortly, execute a Lease Agreement
("Lease"); and WHEREAS, the Company has executed and delivered a certain
purchase contract covering the property described therein (the "Equipment"), a
copy of which purchase contract is attached hereto as Attachment A ("Purchase
Order"); and
WHEREAS, the Company desires to assign to Lessor all of its rights and
interests under the Purchase Order for that equipment listed on Schedule 1, as
amended from time to time, of Exhibit A of the Lease so that Lessor might
purchase and take title to such equipment in the Company's stead.
NOW, THEREFORE, for valuable consideration, receipt of which is hereby
acknowledged, the parties hereto agree as follows:
1. This Assignment shall be effective as of the date the Company executes
Exhibit A entitled "Certificate of Delivery and Acceptance" of the Lease.
2. The Company (a) represents and warrants that the Purchase Order
constitutes the entire understanding of the parties thereto with respect to the
purchase and sale of the Equipment covered thereby; (b) hereby assigns to Lessor
all of its rights under the Purchase Order as to the equipment listed on
Schedule l, as amended from time to time, of Exhibit A of the Lease; (c) hereby
assigns to Lessor and Lessor hereby assumes and agrees, so long as a Company
complies with the provisions of the Lease and otherwise performs its obligations
under the Purchase Order, to perform Company's obligations under the Purchase
Order to pay the price of the equipment listed on Schedule I, as amended from
time to time, of Exhibit A of the Lease; and (d) represents and warrants that
neither notice to nor consent from the respective vendor is required in
connection with the execution, delivery and performance of this Assignment or
for the validity or enforceability of this Assignment.
3. Pursuant to this Assignment, the Company hereby agrees with Lessor that
the Company shall continue to be responsible for the performance of all
obligations under the Purchase Order, except for, subject to the condition
provided in Paragraph 1 above, the obligation to pay the price as provided in
Paragraph 2 above, and the Company agrees to hold harmless and indemnify Lessor
from all liability, loss, damage, and expense arising from or directly or
indirectly attributable to such obligations.
IN WITNESS WHEREOF, the parties have duly executed this Assignment under
seal by their authorized representatives as of the date opposite their
respective signatures.
Athena International Ltd. Liability Co.
dba Athena International LLC (Lessee)
By:
------------------------------------
------------------------------------
Date Signed: 5/12/97
----------------------------
TELECOMMUNICATIONS FINANCE GROUP
By: CC CALLOWAY
-------------------------------------
Authorized Representative of
Telecommunications Finance Group
Date Signed:
ATTACHMENT A
EQUIPMENT LIST #TFG-97242 DATED: May 7, 1997
COMPANY: Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION: VII
PART NO./DESCRIPTION QUANTITY AMOUNT
- -------------------- -------- ------
SS-C
A FULLY EQUIPPED DTF-04 FRAME
PER DCO-710015, DATED 01/23/97
(S.O.#071631) AS FOLLOWS:
MATERIAL 1 LOT $ 60,787.00
INSTALLATION ,100.00
FREIGHT 590.51
HENDRY FUSE PANEL PER DCO-710008,
ISSUE 02, DATED 12/06/96 (S.O.#071982)
AS FOLLOWS:
MATERIAL LOT 1,732.00
LABOR 1,900.00
FREIGHT 84.17
TOLL FREE NUMBER EXPANSION (S.O.#072119) 1 LOT 15,000.00
------ - ---------
TOTAL 89,193.68
=========
TFGLA204-SWPT
OCC CONTRACT
SIEMENS
Stromberg-Carlson
400 Rinehart Road
Lake Mary, Florida 32748
(407) 242-5000 ATHENA 01/23/97
Buyer ________________________ DATE: Denver, CO
________________________ INSTALLATION SITE:________________
________________________ __________________________________
This Contract is subject to the terms and conditions set forth herein, and
includes the following:
1. Continuation pages 2, 3 and 4 which include a Disclaimer of Warranties and
a Software Product License.
2. Technical Proposal No. DCO-710015 , Issue 1 ,dated 01/23/97
3. Payment Terms:
100% Of equipment price upon delivery, F.O.B. Lake Mary, Florida 100% of
installation price upon installation turnover.
Delivery
(Month ARO)
Item Description Quantity Unit Price Total Schedule
---- ------------ -------- ---------- ----- ----------
01 Proposal for a fully equipped
DTF-04 Frame, per DC0-710015,
dated 01/23/97.
Material $60,787
Installation 9,100
TOTAL $69,887
02 LTF Frame Service
Circuit Addition Material
Installation
TOTAL
(continued on page 1a)
30
NOTE: This form must be signed and returned by Buyer within days of the first
date above written.
This Contract is agreed to for item(s): 01 only
This Contract is agreed to for item(s): ______ Siemens Stromberg-Carloson Home Office
__________________________________________________ Acceptance
__________________________________________________ By:____________________________________
Authorized Representative & Title Date
For:______________________________________________ Receipt of $________________________from
(Buyer/Licensee) Buyer is Hereby Acknowledged
By:____________________________________
SIEMENS CONTRACT
Stromberg-Carlson CONTINUATION
ATHENA DCO-SHEET
Issue: 1
Date: 01/23/97
Page 1a
Item Description Qty. Unit Pr. Total
---- ----------- ------------- -----
NOTES:
Siemens Stromberg-Carlson reserves the right to change the
hardware elements in accordance with our ongoing
development program. The hardware necessary to support the
functionality specified will be provided at time of
shipment in accordance with our then current hardware
configuration policy.
PRICES DO NOT INCLUDE TAXES AND FREIGHT.
OCC CONTRACT
SIEMENS
Stromberg-Carlson
.o .
400 Rinehart Road
Lake Mary, Florida 32748
(407) 942-5000
Buyer: ATHENA DATE: 12/06/96
- ------ ------ --------------
INSTALLATION SITE:
Denver, CO
--------------
This Contract is subject to the terms and conditions set forth herein, and
includes the following:
1. Continuation pages 2, 3 and 4 which include a Disclaimer of Warranties and a
Software Product License.
2.Technical Proposal No. ---------------------------,Issue----------
dated,----------
3. Payment Terms:
100% of equipment price upon delivery, F.O.B. Lake Mary, Florida
100% of installation price upon installation turnover.
Delivery
Item Description Quantity Unit Price Total (Month ARO)
Schedule
---- ----------- -------- ---------- ----- -----------
01 Proposal for a Hendry Fuse
Panel, per DCO-710008,
Issue 02, dated 12/06/96
Material $1,732
Installation 1,900
-----
TOTAL $3,632
(continued on page 1a)
NOTE: This form must be signed and returned by Buyer within
_____________ days of the first date above written.
This Contract is agreed to for item(s): ______ Siemens Stromberg-Carloson Home Office
__________________________________________________ Acceptance
__________________________________________________ By:____________________________________
Authorized Representative & Title Date
For:______________________________________________ Receipt of $________________________from
(Buyer/Licensee) Buyer is Hereby Acknowledged
By:____________________________________
SIEMENS CONTRACT
STROMBERG-CARLSON CONTINUATION
SHEET
ATHENA DCO-710008
Issue: 02
Date: 12/06/96
Page 1a
Item Description Qty. Unit Pr. Total
---- ----------- ------------- -----
NOTES:
Siemens Stromberg-Carlson reserves the right to change the hardware elements in
accordance with our ongoing development program. The hardware necessary to
support the functionality specified will be provided at time of shipment in
accordance with our then current hardware configuration policy.
PRICES DO NOT INCLUDE TAXES AND FREIGHT.
SIEMENS SWITCHING PRODUCTS
STROMBERG-CARLSON CONTRACT OFFER
400 Rinehart Road Lake Mary,
Florida 32748
(407) 942-5000
To: Mr. Robert Schrelber Date: 08-Mar-97
ATHENA INTERNATIONAL, L.L.C.
910 16th Street-Suite 640
Denver, CO 80202
Siemens Stromberg-Carlson is pleased to submit this Offer subject to the
terms and conditions set forth herein.
This Offer consists of the following:
1. Page (a) 1.
2. Pages 2 Thru 5 which include terms and conditions including a Disclaimer of
Warranties, Limitation of Liabilities and a Software License Agreement.
3. Technical Proposal No. N/A.
4. Payment Terms:
100% of equipment Price upon delivery, F.O.B. Lake Mary, Florida.
Delivery
(Month ARO)
Item Description Quantity Unit Price Total Schedule
---- ----------- -------- ---------- ----- --------
1 To provide Toll Free Number Expansion (888)
(FN 820370) to the office located at
DENVER, CO. Material: $ 0
Software 14,340
SCAT: 660
TOTAL: $ 15,000
This Offer is valid for a period of 60 days from the date of this Offer as
specified above. This offer is accepted as to the item(s)
This Contract is agreed to for item(s): ______ Siemens Stromberg-Carloson Home Office
__________________________________________________ Acceptance
__________________________________________________ By:____________________________________
Authorized Representative & Title Date
For:______________________________________________ Receipt of $________________________from
(Buyer/Licensee) Buyer is Hereby Acknowledged
By:____________________________________
ASSIGNMENT OF PURCHASE ORDER
This Assignment between Athena International Ltd. Liability Co. dba Athena
International, LLC ("Company") and Telecommunications Finance Group ("Lessor").
WHEREAS, the Company and Lessor have, or will shortly, execute a Lease
Agreement ("Lease"); and
WHEREAS, the Company has executed and delivered a certain purchase contract
covering the property described therein (the "Equipment"), a copy of which
purchase contract is attached hereto as Attachment A ("Purchase Order"); and
WHEREAS, the Company desires to assign to Lessor all of its rights and
interests under the Purchase Order for that equipment listed on Schedule 1, as
amended from time to time, of Exhibit A of the Lease so that Lessor might
purchase and take title to such equipment in the Company's stead.
NOW, THEREFORE, for valuable consideration, receipt of which is hereby
acknowledged, the parties hereto agree as follows:
1. This Assignment shall be effective as of the date the Company executes
Exhibit A entitled "Certificate of Delivery and Acceptance" of the Lease.
2. The Company (a) represents and warrants that the Purchase Order
constitutes the entire understanding of the parties thereto with respect to the
purchase and sale of the Equipment covered thereby; (b) hereby assigns to Lessor
all of its rights under the Purchase Order as to the equipment listed on
Schedule 1, as amended from time to time, of Exhibit A of the Lease; (c) hereby
assigns to Lessor and Lessor hereby assumes and agrees, so long as a Company
complies with the provisions of the Lease and otherwise performs its obligations
under the Purchase Order, to perform Company's obligations under the Purchase
Order to pay the price of the equipment listed on Schedule I, as amended from
time to time, of Exhibit A of the Lease; and (d) represents and warrants that
neither notice to nor consent from the respective vendor is required in
connection with the execution, delivery and performance of this Assignment or
for the validity or enforceability of this Assignment.
3. Pursuant to this Assignment, the Company hereby agrees with Lessor that
the Company shall continue to be responsible for the performance of all
obligations under the Purchase Order, except for, subject to the condition
provided in Paragraph 1 above, the obligation to pay the price as provided in
Paragraph 2 above, and the Company agrees to hold harmless and indemnify Lessor
from all liability, loss, damage, and expense arising from or directly or
indirectly attributable to such obligations.
IN WITNESS WHEREOF, the parties have duly executed this Assignment under
seal by their authorized representatives as of the date opposite their
respective signatures.
Athena International Ltd. Liability Co.
dba Athena International, LLC (Lessee)
BY: /s/ Michael Landers
----------------------------------
Michael Landers, President
----------------------------------
Name & Title
Date Signed: 3/31/97
---------------------------
TELECOMMUNICATIONS FINANCE GROUP
BY: /s/ C.C. Calloway
----------------------------------
----------------------------------
Authorized Representative of
Telecommunications Finance Group\
Date Signed: 4/23/97
------------------------
EQUIPMENT LIST #TFG-97216 DATED: March 25, 1997
COMPANY: Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION: VI
PART NO./DESCRIPTION QUANTITY AMOUNT
-------------------- -------- ------
SS-C
AN UPGRADE TO RELEASE 14.0 PER
DCO-681152, ISSUE 01, DATED 08/19/96
(S.O.#071521 ) 1 LOT $15,000.00
ONE COMMON CONTROL SECTOR
ADD PER DCO-781001, ISSUE 01, DATED
10/02/96 (S.O.#071523) AS FOLLOWS:
MATERIAL 1 LOT 19,730.00
INSTALLATION 3,000.00
FREIGHT 84.10
200 AMP DISTRIBUTION PANEL WITH
BUS BAR, CABLES, 10-10 AMP BREAKERS
PER DCO-710002, ISSUE 01, DATED 10/28/96
(S.O.#071801) AS FOLLOWS:
MATERIAL 1 LOT 1,360.00
INSTALLATION 2,200.00
FREIGHT 44.75
REAL TIME ANI FEATURE #823435
(S.O.#071805) 1 LOT 26,666.00
THIRD PARTY VENDOR - CIBER NETWORK
EQUIPMENT AS FOLLOWS: 1 LOT 19,767.00
D4841A/LH PRO 6/200, S/N SG63400748
D3583C/4.2GB F/W HOT SWAP HDD 1
D4295A/32MB DIMM MEMORY UPGRADE 4
JC-14WIVMA/MSYNC C400, 14, 128ONI., 1
28D, 60HZ
J317lA/10/100 TX PCI ADAPTER 1
D4921A/REDUNDANT POWER SUPPLY 2
N3-IL40-U/INOCULAN, 4.0, SRVR, UNLTD 1
USERS
ILWS-41-1/INOCULAN FOR CLIENT-SINGLE 1
WORKSTATION
00662644127330/NW 3.12 50 USER UPG TO 1
4.11 INTRNW 1OOU
SHIPPING COST 1 45.00
----------
TOTAL $87,896.85
==========
OCC CONTRACT
SIEMENS
STROMBERG-CARLSON
[ADDRESSS]
08/19/96
Buyer: Athena International DATE: Denver, CO
_____________________________ INSTALLATION SITE:___________
_____________________________ _____________________________
This Contract is subject to the terms and conditions set forth herein, and
includes the following:
1. Continuation pages 2, 3 and 4 which include a Disclaimer of Warranties and
a Software Product License
2. Technical Proposal No. DCO-681152, issue 1, dated 08/19/96
3. Payment Terms:
100% of equipment price upon delivery, F.O.B, Lake Mary, Florida
100% of installation price upon installation turnover,
Delivery
Item Description Quantity Unit Price Total (Month ARO)
Schedule
- ---- ----------- -------- ---------- ----- -----------
01 Proposal for an Upgrade from
Release 12.1 to 14.0 per
DCO--681152, Issue 01,
dated 08/19/96.
Material $15,000
Installation --
------
TOTAL $15,000
(continued on page 1a)
NOTE: This form must be signed and returned by Buyer within days of the
first date above written.
This Contract is agreed to for item(s): ______ Siemens Stromberg-Carloson Home Office
__________________________________________________ Acceptance
__________________________________________________ By:____________________________________
Authorized Representative & Title Date
For:______________________________________________ Receipt of $________________________from
(Buyer/Licensee) Buyer is Hereby Acknowledged
By:____________________________________
SIEMENS CONTRACT
STROMBERG-CARLSON CONTINUATION
Athena International DC0-681152
Issue:0l
Date: 08/19/96
Page 1a
Item Description Qty. Unit Pr. Total
---- ----------- ------------- -----
02 Increased AUX Tables #820085.
Requires Item 01, Release 14.0.
Material $20,000
-------
Installation
TOTAL $20,000
NOTES:
- ------
IF PURCHASED, A 10% DEPOSIT IS REQUIRED ON ORDER ENTRY. IF
LEASED FROM TELECOMMUNICATIONS FINANCE GROUP, A 5% DEPOSIT
IS REQUIRED ON ORDER ENTRY. THIS 5% DEPOSIT WILL BE APPLIED
AGAINST LEASE PAYMENTS.
Siemens Stromberg-Carlson reserves the right to change the hardware
elements in accordance with our ongoing development program. The
hardware necessary to support the functionality specified will be
provided at time of shipment in accordance with our then current
hardware configuration policy.
PRICES DO NOT INCLUDE TAXES AND FREIGHT.
SSC 380-034 (2/96)
PURCHASE ORDER NUMBER
910 15th Street
Suite 335
Denver, Co. 80202
Tel. 303-595-0800 Fax 303-595-0959
Date 10 28 1996
----------
PURCHASE ORDER
FORM
Purchased From: SHIPPING ADDRESS:
SIEMENS STROMBERG--CARLSON ATHENA INTERNATIONAL L.L.C.
400 RINEHART ROAD 910 15TH STREET SUITE 640
LAKE MARY, FL 32746 DENVER, CO 80202
Order Number: Salesperson:
Telephone: Ship Via: Date:
(407) 942-5000 Oct 28 1996
Quantity Description Unit Price Amount
- -------- ----------- ---------- ------
1 AUX TABLES DCO #820085 $20,000.00 $20,000.00
1 UPGADE FROM RELEASE DC0 681152 $15,000.00 $15,000.00
1 2 EJH PROCESSOR/NY 1 SPARE PER DCO-745001 $32,420.00 $32,420.00
1 2 EJH PROCESSORS/DNVR 1 SPARE PER DCO-745002 $32,420.00 $32,420.00
1 1152 PORT ADDITION PER DCO-681113 $91,400.00 $91,400.00
1 ONE COMMON CONTROLSECTOR ADD DCO-781001 $22,730.00 $22,730.00
TERMS Subtotal $213,970.00
===========
CASH X ON ACCOUNT CR CARD COD Delivery Charge
TOTAL $213.970.00
WILLIAM F. COOPER
% Sales Tax 0.00
Balance Due $213,970.00
WILLIAM F. COOPER
REQUESTING NAME
Approved
SIEMENS
STROMBERG-CARLSON
[ADDRESS]
BUYER: Athena International DATE: 10/02/96
--------------------- INSTALLATION SITE: Denver, CO
- ---------------------------- -----------
- ---------------------------- ------------------------------
This Contract is subject to the terms and conditions set forth herein, and
includes the following: 1. Continuation pages 2, 3 and 4 which include a
Disclaimer of Warranties and a Software Product License.
2. Technical Proposal No. DCO-781001 Issue - 1, dated, 10/02/96
3. Payment Terms:
100% of equipment price upon delivery, F.O.B. Lake Mary, Florida
100% of installation price upon installation turnover.
DELIVERY
(MONTH ARC)
ITEM DESCRIPTION QUANTITY UNIT PRICE TOTAL SCHEDULE
- ---- ----------- -------- ---------- ----- --------
01 Proposal for One Common Control
Sector Add per DCO-781001, Issue 01,
dated 10/02/96.
Material $19,730
Installation 3,000
-----
TOTAL $22,730
(continued on page 1a)
NOTE: This form must be signed and returned by Buyer within 30 days of the
first date above written.
This Contract is agreed to for item(s): 01 Siemens Stromberg-Carlson Home Office
This Contract is agreed to for item(s): ______ Siemens Stromberg-Carloson Home Office
__________________________________________________ Acceptance
__________________________________________________ By:____________________________________
Authorized Representative & Title Date
For:______________________________________________ Receipt of $________________________from
(Buyer/Licensee) Buyer is Hereby Acknowledged
By:____________________________________
STROMBERG-CARLSON CONTINUATION
SHEET
Athena International DCO-781001
Issue: 01
Date: 10/02/96
Page 1a
Item Description Qty. Unit Pr. Total
- -------------------------------------------------------
NOTES:
IF PURCHASED, A 10% DEPOSIT IS REQUIRED ON ORDER ENTRY. IF LEASED
FROM TELECOMMUNICATIONS FINANCE GROUP, A 5% DEPOSIT IS REQUIRED
ON ORDER ENTRY. THIS 5% DEPOSIT WILL BE APPLIED AGAINST LEASE
PAYMENTS.
Siemens Stromberg-Carlson reserves the right to change the
hardware elements in accordance with our ongoing development
program. The hardware necessary to support the functionality
specified will be provided at time of shipment in accordance with
our then current hardware configuration policy.
PRICES DO NOT INCLUDE TAXES AND FREIGHT.
910 15th Street - Suite 335
Denver, Co. 80202
Tel. 303-595-0800 Fax 303-595-0959
Date 10 28 1996
PURCHASE ORDER
FORM
Purchased From: SHIPPING ADDRESS:
SIEMENS STROMBERG-CARLSON ATHENA INTERNATIONAL L.L.C.
400 RINEHART ROAD 910 15TH STREET SUITE 640
LAKE MARY, FL 32746 DENVER, CO 80202
Order Number Salesperson
Telephone: Ship Via: Date:
(407) 942-5000 Oct 28 1996
Quantity Description Unit Price Amount
- -------- ----------- ---------- ------
1 AUX TABLES DCO #820085 $20,000.00 $20,000.00
1 UPGADE FROM RELEASE DC0-681152 $15,000.00 $15,000.00
1 2 EJH PROCESSOR/NY 1 SPARE PER DCO-745001 $32.420.00 $32,420.00
1 2 EJH PROCESSORS /DNVR 1 SPARE PER DCO-745002
1 1152 PORT ADDITION PER DCO-681113 $91,400.00 $91,400.00
1 ONE COMMON CONTROL SECTOR ADD DCO-781001 $22,730,00.00 $22,730.00
TERMS
Subtotal $213,970.00
Delivery Charge
TOTAL $213,970.00
WILLIAM F.COOPER
REQUESTING NAME
% Sales Tax 0.00
Balance Due $213,970,000
OCC CONTRACT
SIEMENS
STROMBERG-CARLSON
400 Rinehart Road
Lake Mary, Florida 32748
(407)942-5000
Buyer: ATHENA INTERNATIONAL DATE: October 28, 1996
--------------------------------- INSTALLATION SITE: Denver, CO
--------------------------------- ----------
-------------------------------- ---------------------------------
This Contract is subject to the terms and conditions set forth herein, and
includes the following:
1. Continuation pages 2, 3 and 4 which include a Disclaimer of Warranties and
a Software Product License.
2. Technical Proposal No. DCO-710002- , Issue 1 , dated,-10/28/96
3. Payment Terms:
100% of equipment price upon delivery, F.O.B. Lake Mary, Florida
100% of installation price upon installation turnover.
Delivery
Item Description Quantity Unit Price Total (Month ARO)
Schedule
- ---- ----------- -------- ---------- ----- -----------
01 Proposal for 200 Amp Distribution
Panel with Bus Bar, Cables, 10-10 amp
Breakers per DCO-710002, Issue 01,
dated 10/28/96
Material $1,360
Installation 2,200
-----
TOTAL $3,560
(continued on page 1a)
NOTE: This form must be signed and returned by Buyer within 30 days of the
first date above written.
This Contract is agreed to for item(s): ______ Siemens Stromberg-Carloson Home Office
__________________________________________________ Acceptance
__________________________________________________ By:____________________________________
Authorized Representative & Title Date
For:______________________________________________ Receipt of $________________________from
(Buyer/Licensee) Buyer is Hereby Acknowledged
By:____________________________________
OCC CONTRACT
SIEMENS
STROMBERG-CARLSON
400 Rinehart Road
(407) 942-5000 November 25, 1996
Buyer: ATHENA DATE: New York, NY
- ---------------------------------- INSTALLATION SITE: Denver, Co
- ---------------------------------- -----------
Los Angeles, CA new site
----------------------------------
This Contract is subject to the terms and conditions set forth herein, and
Includes the following:
1. Continuation pages 2, 3 and 4 which include a Disclaimer of Warranties and
a Software Product License.. 11/25/96
2. Technical Proposal No. DCO-71007 Issue 1 dated, 11/25/96
3. Payment Terms:
100% of equipment price upon delivery, F.O.B. Lake Mary, Florida
100% of installation price upon installation turnover.
Delivery
Month ARO
Item Description Quantity Unit Price Total Schedule
---- ----------- -------- ---------- ----- --------
01 Real Time ANI Feature
#823435.
Software RTU $30,000
PerSite
$80,000
(all 4 sites)
Network Buyout
(continued on page 1a)
NOTE: This form must be signed and returned by Buyer within 30 days of the
first date above written.
This Contract is agreed to for item(s): ______ Siemens Stromberg-Carloson Home Office
__________________________________________________ Acceptance
__________________________________________________ By:____________________________________
Authorized Representative & Title Date
For:______________________________________________ Receipt of $________________________from
(Buyer/Licensee) Buyer is Hereby Acknowledged
By:____________________________________
FORM SSC--38O-.412.1113
SIEMENS CONTRACT
Stromberg-Carlson CONTINUATION
SHEET
ATHENA DCO-710007
Issue: 01
Date: 11/25/96
Page 1a
Item Description Qty. Unit Pr. Total
- ---- ----------- ------------- -----
NOTES:
Siemens Stromberg-Carlson reserves the right to change the hardware elements in
accordance with our ongoing development program. The hardware necessary to
support the functionality specified will be provided at time of shipment in
accordance with our then current hardware configuration policy.
PRICES DO NOT INCLUDE TAXES AND FREIGHT.
ASSIGNMENT OF PURCHASE ORDER
This Assignment between Athena International Ltd. Liability Co. dba Athena
International, LLC ("Company") and Telecommunications Finance Group ("Lessor").
WHEREAS, the Company and Lessor have, or will shortly, execute a Lease
Agreement ("Lease"); and
WHEREAS, the Company has executed and delivered a certain purchase contract
covering the property described therein (the "Equipment"), a copy of which
purchase contract is attached hereto as Attachment A ("Purchase Order"); and
WHEREAS, the Company desires to assign to Lessor all of its rights and
interests under the Purchase Order for that equipment listed on Schedule 1, as
amended from time to time, of Exhibit A of the Lease so that Lessor might
purchase and take title to such equipment in the Company's stead.
NOW, THEREFORE, for valuable consideration, receipt of which is hereby
acknowledged, the parties hereto agree as follows: 1. This Assignment shall be
effective as of the date the Company executes Exhibit A entitled "Certificate of
Delivery and Acceptance" of the Lease.
2. The Company (a) represents and warrants that the Purchase Order
constitutes the entire understanding of the parties thereto with respect to the
purchase and sale of the Equipment covered thereby; (b) hereby assigns to Lessor
all of its rights under the Purchase Order as to the equipment listed on
Schedule 1, as amended from time to time, of Exhibit A of the Lease; (c) hereby
assigns to Lessor and Lessor hereby assumes and agrees, so long as a Company
complies with the provisions of the Lease and otherwise performs its obligations
under the Purchase Order, to perform Company's obligations under the Purchase
Order to pay the price of the equipment listed on Schedule 1, as amended from
time to time, of Exhibit A of the Lease; and (d) represents and warrants that
neither notice to nor consent from the respective vendor is required in
connection with the execution, delivery and performance of this Assignment or
for the validity or enforceability of this Assignment.
3. Pursuant to this Assignment, the Company hereby agrees with Lessor that
the Company shall continue to be responsible for the performance of all
obligations under the Purchase Order, except for, subject to the condition
provided in Paragraph 1 above, the obligation to pay the price as provided in
Paragraph 2 above, and the Company agrees to hold harmless and indemnify Lessor
from all liability, loss, damage, and expense arising from or directly or
indirectly attributable to such obligations.
IN WITNESS WHEREOF, the parties have duly executed this Assignment under
seal by their authorized representatives as of the date opposite their
respective signatures.
Athena International Ltd. Liability Co.
dba Athena International, LLC (Lessee)
By: /s/ Michael Landers
------------------------------------------
Michael Landers, President
------------------------------------------
Name & Title
Date Signed: 3/31/97
--------------------------------
TELECOMMUNICATIONS
By: FINANCE GROUP
---------------------------------------------
---------------------------------------------
Authorized Representative of
Telecommunications Finance Group
Date Signed: 4/23/97
------------------------------------------
ATTACHMENT A
EQUIPMENT LIST #TFG-97207 DATED: February 25, 1997
- -------------------------
COMPANY: Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION: V
PART NO./DESCRIPTION QUANTITY AMOUNT
- -------------------- -------- ------
SS-C
----
2 EJH PROCESSORS WITH 1 SPARE
PER DCO-745002, ISSUE 01, DATED
10/17/96 (S.O.#071522) AS FOLLOWS:
MATERIAL 1 LOT $30,420.00
INSTALLATION 2,000.00
FREIGHT 25.58
1 A-LINK PAIR FEATURE #003069
(S.O.#071802) AS FOLLOWS:
MATERIAL 1 LOT 7,170.00
SCAT 330.00
THIRD PARTY VENDOR - TELEFLEX
P133-4 INTELINK W/4 DIALOGIC BOARDS 1 23,650.00
----------
TOTAL $63,595.58
===== ==========
TFGLA204-5.WPT
OCC CONTRACT
SIEMENS
Stromberg-Carlson
400 Rinehart Road
Lake Mary, Florida 32748
(407)942-5000
Buyer: ATHENA INTERNATIONAL DATE: 10/17/96
-------------------- INSTALLATION SITE: Denver, CO
- ------------------------------ -----------------------------
- ------------------------------ -----------------------------
This Contract is subject to the terms and conditions set forth herein, and
includes the following:
1. Continuation pages 2, 3 and 4 which include a Disclaimer of Warranties and
a Software Product License.
2. Technical Proposal No. DCO-745002 , Issue 1 , dated, 10/17/96
------------------------ ----- ---------
3. Payment Terms:
o 100% of equipment price upon delivery, F.O.B. Lake Mary, Florida
o 100% of installation price upon Installation turnover.
- --------------------------------------------------------------------------------------------------------------
Delivery
Item Description Quantity Unit Price Total (Month ARO!
Schedule
- --------------------------------------------------------------------------------------------------------------
01 Proposal for 2 EJH processors for Denver
with 1 spare per DCO-745002, Issue 01,
dated 10/17/96.
Material. $30,420
Installation - 2,000
--------
TOTAL $32,420
(continued on page 1a)
NOTE: This form must be signed and returned by Buyer within 30 days of
the first date above written. -----
This Contract Is agreed to for item(s): Siemens Stromberg-Carlson Home
01 Offices Acceptance
- -------------------------------------- By: [Illegible] 11-8-90
______________________________________ ---------------------------
By: Wil F. Cooper 10/26/96 Date
- -------------------------------------- _______________________________
Autorized Representative & Title Date Receipts of $_____________ from
Athena International Buyer is Hereby Acknowledged
- -------------------------------------- By:____________________________
(Buyer/Licensed)
SIEMENS CONTRACT
Stromberg-Carlson CONTINUATION
SHEET
Athena International DCO-745002
Issue: 01
Date: 10/17/96
Page 1a
Item Description Qty. Unit Pr. Total
- --------------------------------------------------------------------------------
NOTES:
IF PURCHASED, A 10% DEPOSIT IS REQUIRED ON ORDER ENTRY. IF LEASED FROM
TELECOMMUNICATIONS FINANCE GROUP, A 5% DEPOSIT IS REQUIRED ON ORDER ENTRY. THIS
5% DEPOSIT WILL BE APPLIED AGAINST LEASE PAYMENTS.
Siemens Stromberg-Carlson reserves the right to change the hardware elements in
accordance with our ongoing development program. The hardware necessary to
support the functionality specified will be provided at time of shipment in
accordance with our then current hardware configuration policy.
PRICES DO NOT INCLUDE TAXES AND FREIGHT.
S5C 3.SO-034 (2/96)
OCC CONTRACT
SIEMENS
Stromberg-Carlson
400 Rinehart Road
Lake Mary, Florida 32748
(407) 942-5000
Buyer: ATHENA DATE:12/13/96
----------------- INSTALLATION SITE: Denver
- ------------------------ -------------------------
- ------------------------ -------------------------
This Contract is subject to the terms and conditions set forth herein, and
includes the following:
1. Continuation pages 2, 3 and 4 which include a Disclaimer of Warranties and
a Software Product License.
2. Technical Proposal No. DCO-710012 Issue 1 dated, 12/13/96
----------------------- --- --------
3. Payment Terms:
o 100% of equipment price upon delivery, F.O.B. Lake Mary, Florida
o 100% of installation price upon installation turnover.
- ---------------------------------------------------------------------------------------------------------
Delivery
Item Description Quantity Unit Price Total (Month ARO)
Schedule
- ---------------------------------------------------------------------------------------------------------
01 1 A-Link pair Feature
#003069
Material $7,170
SCAT 330
------
TOTAL $7,500
(continued on page 1a)
NOTE: This form must be signed and returned by Buyer within 30 days of
the first date above written. -----
This Contract is agreed to for item(s): Siemens Stromberg-Carlson Home Office
01 Acceptance
- -------------------------------------- By: [Illegible]
Athena International ---------------------------
- -------------------------------------- -------------------------------
(Buyer/Licensed) Receipts of $_____________ from
Buyer is Hereby Acknowledged
By:____________________________
SIEMENS CONTRACT
Stromberg-Carlson CONTINUATION
SHEET
ATHENA DCO-710012
Issue: 01
Date: 12/13/96
Page 1a
Item Description Quantity Unit Price Total
- ----------------------------------------------------------------------------------------------
Siemens Stromberg-Carlson reserves the right to change the hardware elements in
accordance with our ongoing development program. The hardware necessary to
support the functionality specified will be provided at time of shipment in
accordance with our then current hardware configuration policy.
PRICES DO NOT INCLUDE TAXES AND FREIGHT.
ASSIGNMENT OF PURCHASE ORDER
This Assignment between Athena International Ltd. Liability Co. dba Athena
International, LLC ("Company") and Telecommunications Finance Group ("Lessor").
WHEREAS, the Company and Lessor have, or will shortly, execute a Lease
Agreement ("Lease"); and
WHEREAS, the Company has executed and delivered a certain purchase contract
covering the property described therein (the "Equipment"), a copy of which
purchase contract is attached hereto as Attachment A ("Purchase Order"); and
WHEREAS, the Company desires to assign to Lessor all of its rights and
interests under the Purchase Order for that equipment listed on Schedule 1, as
amended from time to time, of Exhibit A of the Lease so that Lessor might
purchase and take title to such equipment in the Company's stead.
NOW, THEREFORE, for valuable consideration, receipt of which is hereby
acknowledged, the parties hereto agree as follows:
1. This Assignment shall be effective as of the date the Company executes
Exhibit A entitled "Certificate of Delivery and Acceptance" of the Lease.
2. The Company (a) represents and warrants that the Purchase Order constitutes
the entire understanding of the parties thereto with respect to the purchase and
sale of the Equipment covered thereby; (b) hereby assigns to Lessor all of its
rights under the Purchase Order as to the equipment listed on Schedule 1, as
amended from time to time, of Exhibit A of the Lease; (c) hereby assigns to
Lessor and Lessor hereby assumes and agrees, so long as a Company complies with
the provisions of the Lease and otherwise performs its obligations under the
Purchase Order, to perform Company's obligations under the Purchase Order to pay
the price of the equipment listed on Schedule I, as amended from time to time,
of Exhibit A of the Lease; and (d) represents and warrants that neither notice
to nor consent from the respective vendor is required in connection with the
execution, delivery and performance of this Assignment or for the validity or
enforceability of this Assignment.
3. Pursuant to this Assignment, the Company hereby agrees with Lessor that the
Company shall continue to be responsible for the performance of all obligations
under the Purchase Order, except for, subject to the condition provided in
Paragraph 1 above, the obligation to pay the price as provided in Paragraph 2
above, and the Company agrees to hold harmless and indemnify Lessor from all
liability, loss, damage, and expense arising from or directly or indirectly
attributable to such obligations.
IN WITNESS WHEREOF, the parties have duly executed this Assignment under
seal by their authorized representatives as of the date opposite their
respective signatures.
Athena International Ltd. Liability Co.
dba Athena International, LLC (Lessee)
By: /s/ Michael Landery
----------------------------------
Michael Landery Exec. Managing Director
---------------------------------------
Name & Title
Date Signed: 12/18/96
----------------------------
TELECOMMUNICATIONS FINANCE GROUP
By: CC Callaway
----------------------------
----------------------------
Authorized Representative of
Telecommunications Finance Group
Date Signed: 31 Jan 1997
-------------------
TFGLA204-9.WPT
DATED: December 2, 1996
COMPANY: Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION: III
PART NO./DESCRIPTION QUANTITY AMOUNT
- -------------------- -------- ------
A FULLY EQUIPPED DTF-03 FRAME
(1152 PORTS) PER DCO-681108, ISSUE
1, DATED 06/24/96; ADDITIONAL POWER
SYSTEM; SERVICE CIRCUITS INCLUDING
INSTALLATION (S.O.#071044) 1 LOT $122,227.00
FREIGHT 2,339.72
Third Party Vendor - Telcom Products
- ------------------------------------
EQUIPMENT AS FOLLOWS: 1 LOT 25,151.50
TELLABS 82-2532A ECHO CAN., S/N'S
S062195-S062210 16
TELLABS 81-235A SHELF, S/N'S 524757H,
480861/004,554KKOK 3
FREIGHT 137.43
THIRD PARTY VENDOR-TTC
----------------------
EQUIPMENT AS FOLLOWS: 1 LOT 13,486.00
TBERD-224 MAINFRAME, S/N 9495 1
T1/TF1/DDS BERT BUNDLE (41500) 1
G.821 PERFORMANCE OPTION 1
DSP BOARD OPTION 1
VF TESTING OPTION 1
SIGNALING OPTION 1
DIGIT ANALYSIS OPTION 1
DTM, DISTRIBUTED TEST MANAGER 1
FREIGHT 15.00
THIRD PARTY VENDOR - ACTION TELCOM
(SEE ATTACHED EQUIPMENT LIST)
PRIMARY SYSTEM; SECONDARY SYSTEM;
AVAS SYSTEM; TCP/1P PACKAGE; NETPLAN
PACKAGE; REMOTE COMMUNICATIONS
PACKAGE INCLUDING INSTALLATION 1 LOT 101,000.00
----------
TOTAL $264,356
===== ========
SIEMENS OCC CONTRACT
Stromberg-Carlson
ATTACHMENT A
400 Rhenhart Road
Lake Mary, Florida 32748
(407) 942-5000
Buyer: ATHENA INTERNATIONAL DATE: 06/24/96
- --------------------------- INSTALLATION SITE: Denver, CO
- --------------------------- -----------------------------
This Contract is subject to the terms and conditions sat forth herein, and
includes the following:
1. Continuation pages 2, 3 and 4 which include a Disclaimer of Warranties and
a Software Product License.
2. Technical Proposal No. DCO-681108 , Issue 1 , dated, 06/24/96
------------------ ---------
3. Payment Terms:
o 100% of equipment price upon delivery, F.O.B. Lake Mary, Florida
o 100% of installation price upon installation turnover.
Item Description Quantity Unit Price Total
- ----------------------------------------------------------------------------------------------
01 Proposal for a fully equipped
DTF-03 Frame (1152 Ports), per
DC0-681108, Issue 1, dated
06/24/96. Material $88,000
Installation 9,900
-------
TOTAL $97,900
02 DTF-04 Fully Equipped Material $60,000
Installation $ 7,500
-------
TOTAL $67,500
NOTE: This form must be signed and returned by Buyer within 30 days
of the first date above written. ------
This Contract is agreed to for item(s): Siemens Stromberg-Carlson Home Office
01 + 02 + 03 + 04 Acceptance
- --------------------------------------- By: [Illegible] 8/29/96
By: /s/ William F. Cooper III 8/28 -------------------------------------
- --------------------------------------- -------------------------------------
Authorized Representative & Title Date Receipt of $____________________ from
For:___________________________________ By___________________________________
(Buyer/Licensee) Date
SIEMENS CONTRACT
Stromberg-Carlson. CONTINUATION
SHEET
ATHENA DCO-681108
Issue: 01
Date: 06/24/96
Page 2a
Item Description Quantity Unit Price Total
- ----------------------------------------------------------------------------------------------
03 Additional Power System Material $17,692
Installation --
-------
TOTAL $17,692
04 Service Circuits Material $ 6,635
Installation --
-------
TOTAL $ 6,635
NOTES:
IF PURCHASED, A 10% DEPOSIT IS REQUIRED ON ORDER ENTRY. IF LEASED FROM
TELECOMMUNICATIONS FINANCE GROUP, A 5% DEPOSIT IS REQUIRED ON ORDER ENTRY.
THIS 5% DEPOSIT WILL. BE APPLIED AGAINST LEASE PAYMENTS.
Siemens Stromberg-Carlson reserves the right to change the hardware
elements in accordance with our ongoing development program. The hardware
necessary to support the functionality specified will be provided at time
of shipment In accordance with our then current hardware configuration
policy.
PRICES DO NOT INCLUDE TAXES AND FREIGHT.
ASSIGNMENT OF PURCHASE ORDER
This Assignment between Athena International Ltd. Liability Co. dba Athena
International, LLC ("Company") and Telecommunications Finance Group ("Lessor").
WHEREAS, the Company and Lessor have, or will shortly, execute a Lease
Agreement ("Lease"); and
WHEREAS, the Company has executed and delivered a certain purchase contract
covering the property described therein (the "Equipment"), a copy of which
purchase contract is attached hereto as Attachment A ("Purchase Order"); and
WHEREAS, the Company desires to assign to Lessor all of its rights and
interests under the Purchase Order for that equipment listed on Schedule 1, as
amended from time to time, of Exhibit A of the lease so that Lessor might
purchase and take title to such equipment in the Company's stead.
NOW, THERLFORE, for valuable consideration, receipt of which is hereby
acknowledged, the parties hereto agree as follows:
1. This Assignment shall be effective as of the date the Company executes
Exhibit A entitled "Certificate of Delivery and Acceptance" of the Lease.
2. The Company (a) represents and warrants that the Purchase Order constitutes
the entire understanding of the parties thereto with respect to the purchase and
sale of the Equipment covered thereby; (b) hereby assigns to Lessor all of its
rights under the Purchase Order as to the equipment listed on Schedule 1, as
amended from time to time, of Exhibit A of the Lease; (c) hereby assigns to
Lessor and Lessor hereby assumes and agrees, so long as a Company complies with
the provisions of the Lease and otherwise performs its obligations under the
Purchase Order, to perform Company's obligations under the Purchase Order to pay
the price of the equipment listed on Schedule 1, as amended from time to time,
of Exhibit A of the Lease; and (d) represents and warrants that neither notice
to nor consent from the respective vendor is required in connection with the
execution, delivery and performance of this Assignment or for the validity or
enforceability of this Assignment.
3. Pursuant to this Assignment, the Company hereby agrees with Lessor that the
Company shall continue to be responsible for the performance of all obligations
under the Purchase Order, except for, subject to the condition provided in
Paragraph 1 above, the obligation to pay the price as provided in Paragraph 2
above, and the Company agrees to hold harmless and indemnify Lessor from all
liability, loss, damage, and expense arising from or directly or indirectly
attributable to such obligations.
IN WITNESS WHEREOF, the parties have duly executed this Assignment under
seal by their authorized representatives as of the date opposite their
respective signatures.
Athena International Ltd. Liability Co.
dba Athena International LLC
By: /s/ Michael T. Landers
-------------------------------------------
Michael T. Landers, Executive Managing Director
-----------------------------------------------
Name & Title
Date Signed:___________________________________
TELECOMMUNICATIONS FINANCE GROUP
By: [Illegible]
-------------------------------------------
_______________________________________________
Authorized Representative of
Telecommunications Finance Group
Date Signed: 10/15/96
----------------------------------
SIEMENS OCO CONTRACT
Stromberg-Carlson ATTACHMENT A
400 Rinehart Road
Lake Mary, Florida 32748
(407)942-5000
Buyer: Athena International DATE: 02/26/96
-------------------- INSTALLATION SITE: Denver. CO
___________________________ _____________________________
This Contract is subject to the terms and conditions set forth herein, and
Includes the following
1. Continuation pages 2, 3 and 4 which include a Disclaimer of Warranties and
Software Product License
2. Technical Proposal No. DCO-681024 Issue 3 , dated, 02/26/96
--------------------- ----- --------
3. Payment Terms:
o 100% of equipment price upon delivery, F.O.B. Lake Mary, Florida
o 100% of installation price upon installation turnover.
- --------------------------------------------------------------------------------------------------------------
Delivery
Item Description Quantity Unit Price Total (Month ARO)
Schedule
- --------------------------------------------------------------------------------------------------------------
01 Proposal for an 1152 port addition per
DCO-681024, issue 3, dated 02/26/96.
Material $123,857
Installation 10,500
--------
TOTAL $134,357
02 OCS7 Unk Pair Software 003069
Software 2 $7,225 $ 14,450
NOTE: This form must be signed and returned by Buyer within 30 days of
the first date above written. -----
This Contract Is agreed to for item(s): Siemens Stromberg-Carlson Home
01 Offices Acceptance
- -------------------------------------- By: [Illegible] 3/22/96
______________________________________ ---------------------------
By: Wil F. Cooper 3/13/96 Date
- -------------------------------------- _______________________________
Autorized Representative & Title Date Receipts of $_____________ from
Athena International Buyer is Hereby Acknowledged
- -------------------------------------- By:____________________________
(Buyer/Licensed)
SIEMENS CONTRACT
Stromberg-Carlson CONTINUATION
SHEET
ATHENA INTERNATIONAL DCO-681024
Issue: 03
Date: 02/26/96
Page 2a
NOTES:
A 10% DEPOSIT IS REQUIRED ON ORDER ENTRY. IF LEASED, A 5% DEPOSIT IS
REQUIRED ON ORDER ENTRY. IF APPLIED AGAINST A LEASE, IT WILL APPLY TO THE
FIRST AND THIRTEENTH PAYMENTS -- AND CONTRIBUTE TO THE LAST PAYMENT.
Siemens Stromberg-Carlson reserves the right to change the hardware
elements in accordance with our ongoing development program. The hardware
necessary to support the functionality specified will be provided at time
of shipment in accordance with our then current hardware configuration
policy.
PRICES DO NOT INCLUDE TAXES AND FREIGHT.
ASSIGNMENT OF PURCHASE ORDER
This Assignment between Athena International Ltd. Liability Co. dba Athena
International, LLC "Company) and Telecommunications Finance Group ("Lessor").
WHEREAS, the Company and Lessor have, or will shortly, execute a Lease
Agreement ("Lease"); and
WHEREAS, the Company has executed and delivered a certain purchase,
contract covering the property described therein (the "Equipment"), a copy of
which purchase contract is attached hereto as Attachment A ("Purchase Order:");
and
WHEREAS, the Company desires to assign to Lessor all of its rights and
interests under the Purchase Order for that equipment listed on Schedule I, as
amended from time to time, of Exhibit A of the Lease so that Lesssor might
purchase and take title to such equipment in the Company's stead.
NOW, THEREFORE, for valuable consideration, receipt of which is hereby
acknowledged, the parties hereto agree as follows: 1, This Assignment shall be
effective as of the date the Company executes Exhibit A entitled "Certificate of
Delivery and Acceptance" of the Lease. 2, The Company (a) represents and
warrants that the Purchase Order constitutes the entire understanding of the
parties thereto with respect to the purchase and sale of the Equipment covered
thereby; (b) hereby assigns to Lessor all of its rights under the Purchase Order
as to the equipment listed on Schedule 1, as amended from time to time, of
Exhibit A of the Lease; (c) hereby assigns to Lessor and Lessor hereby assumes
and agrees, so long as a Company complies with the provisions of the Lease and
otherwise performs its obligations under the Purchase Order, to perform
Company's obligations under the Purchase Order to pay the price of the equipment
listed on Schedule 1, as mended from time to time, of Exhibit A of the Lease;
and (d) represents and warrants that neither notice to nor consent from the
respective vendor is required in connection with the execution, delivery' and
performance, of this Assignment or for the validity or enforceability of this
Assignment. 3. Pursuant to this Assignment, the Company hereby agrees with
Lessor that the Company shall continue to be responsible for thc performance of
all obligations under the Purchase Order, except for, subject to the condition
provided in Paragraph 1 above, the obligation to pay the price as provided in
Paragraph 2 above, and the Company agrees to hold harmless and indemnify Lessor
from all liability, loss, damage, and expense arising from or directly or
indirectly attributable to such obligations,
IN WITNESS WHEREOF, the parties have duly executed this Assignment under
seal by their authorized representatives as of the date opposite their
respective signatures.
Athena International Ltd. Liability Co.
dba Athena International LLC
By: /s/ Michael T. Landers
-------------------------------------------
Michael T. Landers, Executive Managing Director
-----------------------------------------------
Name & Title
Date Signed: 2.8.96
-----------------------------------
TELECOMMUNICATIONS FINANCE GROUP
By: [Illegible]
-------------------------------------------
_______________________________________________
Authorized Representative of
Telecommunications Finance Group
Date Signed: 2/29/96
----------------------------------
ATTACHMENT A TO ASSIGNMENT OF
PURCHASE ORDER
EQUIPMENT LIST #TFG-95029 DATED: April 25, 1995
COMPANY: Athena International Ltd. Liability Co.
dba Athena International, LLC
LOCATION: Denver, Colorado
EQUIPMENT: SS-C/Third Party Vendor
SITE LOCATION: Denver, Colorado
PART NO./DESCRIPTION QUANTITY AMOUNT
- -------------------- -------- ------
SS-C
- ----
Freight- DCO-CS - S.O.#065066 $ 3,052.14
Third Party Vendor - Tale-Flex Systems
Hardware/Software as follows (Also See
Attached Equipment List). 1 LOT 145,369.40
Call Capture/Conversion Units (2); Intelink
TM Chassis (1);Additional T-1 Cards for First
Chassis (2);Tele-Flex GeniusTM Billing Module
(1); Tele-Flex IntelinkTM Debit Module (1);
Tale-Flex IntelinkTM Reorigination
Module (1); First Data Resources Interface (1)
Third Party Vendor - Sirius Computer Solutions
Hardware/Software per the Attached Equipment List 1 LOT 32,829.10
TOTAL $181,250,64
MEMO
To: Andrea Spalding/Telecommunications Finance Group
From: Jackie Gaash
Date: November 29, 1994
Re: Serial/Numbers for Athena Equipment
Listed below are the serial numbers for the equipment located at Athena
International In Denver, Colorado. If you have any questions, call me at
407-998-9356.
Description Qty Serial Numbers
- ----------- --- --------------
Call Capture Units 2 629435/1240801286
DX2/50 PGA, MAXTOR 628442/1240801283
345MB HARD DRIVE, 14"
.28 MONITOR, 1MB VIDEO
BOARD.
Intelink Chassis 1 130496-9435
RACKMT 14AT 350W 48VDC
D488DXC/33, CPU 33MHZ,
1.44MB FLOPPY, DS345 SCSI
PKG DRIVE & ADAPTER,
QAPLUS DIAGNOSTIC SW;
LOVGA 640X480 VGA 256K VID
101 KEY KEYBOARD
Dialogic Boards
DTI/211 ASSY 3 B1009533 to. B1009535
D/1218 ASSY 6 AT048825 to AT048630
DMX ASSY 1 BM007378
Tele-Flex Systems, 2101 Corporate Blvd, Suite 214 Boca Raton Florida 33431
RIUS COMPUTER SOLUTIONS
888 ISOM SUITES 100
SAN ANTONIO, TEXAS 78216
REVISED INVOICE
(210) 822-8582
STAR
TELECOMMUNICATION FINANCE GROUP DATE: 11/30/94
N MAIL ZONE A-5
Rinehart ROAD INVOICE: 44344.A
LAKE MARY, FLORIDA 32746
SHIPPED TO: ATHENA INTERNATIONAL
ATTN: MIKE LANDERS;
910 15TH STREET, SUITE 667
DENVER, CO 80202
TERMS; DUE UPON RECEIPT
- -------------------------------------------------------------
DESCRIPTION SERIAL NUMBER PRICE
- -------------------------------------------------------------
HARDWARE
9402 200, S/N 2C12A 2C12A $29,846.00
940X FC2031 A2C12A
940X FC2609 D2C12A
940X FC 2609 C2C12A
9401 FC 2609 B2C12A
940X FC2623 E2C12A
940X FC 2960 F2C12A
940X FC 4118 F2C12A
940X FC 4652 H2C12A
940X FC 5517 I2C12A
940X FC 6380 J2C12A
940X FC 7108 K2C12A
940X FC 9023 R2C12A
940X FC 9023 G2C12A
940X FC 9023 P2C12A
940X FC 9023 D2C12A
940X FC 9023 N2C12A
94OX FC 9023 M2C12A
940X FC 9023 L2C12A
940X FC 9172 S2C12A
940X FC 9248 T2C12A
940X FC 9319 U2C12A
7855 010 B7252
9910 B08 100695
940X FC 9612 V2C12A
940X FC 9652 W2C12A
3487 HC3 122 A8033
5763 SSI 81958
5763 XA1 F4451
5763 QU1 F4452
5755 AB3 FC 8541 081961
SALES PRICE $29,846.00
CK 168595 APPLIED ($25,159.00)
-------------
TOTAL $4,687.00
=============
888 ISOM SUITES 100
SAN ANTONIO, TEXAS 78216
SIRIUS COMPUTER SOLUTIONS (210) 822-8582
INVOICE
TELECOMMUNICATION FINANCE GROUP DATE: 11/30/94
ATTN: MAIL ZONE A-5
400 RINEHART ROAD INVOICE: 44344
LAKE MARY, FLORIDA 32746
SHIPPED TO: ATHENA INTERNATIONAL
ATTN: MIKE LANDERS,
910 15TH STREET, SUITE 667
DENVER, CO 80202
TERMS: DUE UPON RECEIPT
- -------------------------------------------------------------
QTY DESCRIPTION SERIAL NUMBER PRICE
- -------------------------------------------------------------
1) 5763 661 81958 $477.00
1) 5763 XA1 F4451 $419.00
1) 5763 GU1 F4452 $398.00
5756 AB3 FC 8541 081961 $ 8.00
--------------
SALES PRICE $1,302.O0
--------------
TOTAL $1,302.00
==============
ASSIGNMENT -OF PURCHASE-ORDER
This Assignment between Athena International ("Company") and
-------------------------
Telecommunications Finance Group ("Lessor").
WHEREAS, the Company and Lessor have, or will shortly, execute a Lease
Agreement ("Lease"); and
WHEREAS, the Company has executed and delivered a certain purchase contract
covering the property described therein (the "Equipment"), a copy of which
purchase contract is attached hereto as Attachment A ("Purchase Order"); and
WHEREAS, the Company desires to assign to Lessor all of its rights and
interests under the Purchase Order for that equipment listed on Schedule l, as
amended from time to time, of Exhibit A of the Lease so that Lessor might
purchase and take title to such equipment in the Company's stead.
NOW, THEFORE., for valuable consideration, receipt of which is hereby
acknowledged, the parties hereto agree as follows:
1. This Assignment shall be effective as of the date the Company executes
Exhibit A entitled "Certificate of Delivery and Acceptance" of the Lease.
2. The Company (a) represents and warrants that the Purchase Order constitutes
the entire understanding of the parties thereto with respect to the purchase and
sale of the Equipment covered thereby; (b) hereby assigns to Lessor all of its
rights under the Purchase Order as to the equipment listed on Schedule 1, as
amended from time to time, of Exhibit A of the Lease; (c) hereby assigns to
Lessor and Lessor hereby assumes and agrees, so long as a Company complies with
the provisions of the Lease and otherwise performs its obligations under the
Purchase Order, to perform Company's obligation under the Purchase Order to pay
the price of the equipment listed on Schedule 1, as amended from time to time,
of Exhibit A of the Lease; and (d) represents and warrants that neither notice
to nor consent from the respective vendor is required in connection with the
execution, delivery and performance of this Assignment or for the validity or
enforceability of this Assignment.
3. Pursuant to this Assignment, the Company hereby agrees with Lessor that the
Company shall continue to be responsible for the performance of all obligations
under the Purchase Order, except for, subject to the condition provided in
Paragraph 1 above, the obligation to pay the price as provided in Paragraph 2
above, and the Company agrees to hold harmless and indemnify Lessor from all
liability, loss, damage, and expense arising from or directly or indirectly
attributable to such obligations.
In WITNESS WHEREOF, the parties have duly executed this Assignment under
seal by their authorized representatives as of the date opposite their
respective signatures.
ATHENA INTERNATIONAL
--------------------------------
(Company)
By: Michael T. Landers
---------------------------
Printed Name: Michael T. Landers
------------------
Title: [Illegible]
-------------------------
TELECOMMUNICATIONS FINANCE GROUP
By: CC Calloway
---------------------------
Authorized Representative of
Telecommunications Finance Group
Date Signed: 12/19/94
------------------
OCC CONTRACT
SIEMENS
Stromberg-Carlson
ATTACHMENT A
4OO Rinehart Road
Lake Mary, Florida 32746
(407) 942-5000
Buyer: Athena International DATE: 05/19/94
Denver, CO INSTALLATION SITE: TBD
This Contract is subject to the terms and conditions set forth herein, and
includes the following:
1. Continuation pages 2, 3 and 4 which include a Disclaimer of Warranties and
a Software Product License.
2. Technical Proposal No. DC-481238 , Issue 1 dated, 05/19/94
------------------- ----------- --------
3. Payment Terms:
o 100% of equipment price upon delivery, F.O.B. Lake Mary, Florida
o 100% of Installation price upon installation turnover.
- --------------------------------------------------------------------------------------------------------------
Delivery
Item Description Quantity Unit Price Total (Month ARO)
Schedule
- --------------------------------------------------------------------------------------------------------------
01 A used Siemens Stromberg-Carlson Digital
Central Office carrier Switch equipped
for and wired for 1152 digital ports per
DCO-481238, Issue 01, dated 05/19/94
with a new basic Release 12.1 CMF, used
AMA frame.
Material $199,000
Installation 28,500
--------
TOTAL $227,500
02 An addition to a Siemens Stromberg-
Carlson Digital Central Office Carrier
Switch of basic SS-7 with 800
portability per DCO-481238, Issue 01,
dated 05/19/94. 44,100
Material $49,000
Installation 9.600
--------
TOTAL $58,600
(continued on page la)
NOTE: This form must be signed and returned by Buyer within 30 days of
the first date above written. -----
This Contract Is agreed to for item(s): Siemens Stromberg-Carlson Home
01, 092, 02A, 03 (1set, 06B, 06C Offices Acceptance
- -------------------------------------- By: [Illegible] 5/20/94
[Illegible} 3/13/96 ---------------------------
- -------------------------------------- Date
Autorized Representative & Title Date _______________________________
For: Athena International Receipts of $_____________ from
--------------------------------- Buyer is Hereby Acknowledged
(Buyer/Licensed) By:____________________________
SIEMENS CONTRACT
Stromberg-Carlson CONTINUATION
SHEET
Athena International DCO-481238
Issue: 01
Date: 05/19/96
Page 1a
Item Description Qty. Unit Pr. Total
- --------------------------------------------------------------------------------
02A An addition to a Siemens
Stromberg-Carlson Digital
Central Office Carrier Switch
of SS-7 spares per DCO-481238,
Issues 01, dated 05/19/94.
Material $ 7,200
03 Additional pairs of "A" LINKS
(maximum additional available
is 11)
Material $7,225
04 "A" LINKS consolidation per
DCO-481238, Issue 01, dated
05/19/94.
Material $24,000
05 An addition to a Siemens Stromberg-
Carlson Digital Central Office
Carrier Switch of Duplex MPs per
DCO-481238, Issue 01, dated
05/19/94.
Material $22,821
Installation 4,183
TOTAL $27,004
(continued on page 2a)
SIEMENS CONTRACT
STROMBERG-Carlson CONTINUATION
SHEET
Athena International DC0-481238
Denver, CO Issue: 01
Date: 05/19/94
Page 2a
Item Description Qty Unit Pr Total
- ---- ----------- --- ------- -----
06A Debit Card C.O.S. Feature 824420
per DCO-481238, Issue 01,
dated 05/19/94.
Material $19,500
06B International Operator Service
per DCO-481238, Issue 01, dated
05/19/94.
Material $10,350
060 Route by ANI on any 700/800 number
Feature 820399. per D00-481238,
Issue 01, dated 05/19/94.
Material $ 9,000
06D AN!/Auth Code Refresh Protection
Feature 824429 (Must be ordered with
Feature 824420) per DCO-481238,
Issue 01, dated 05/19/94.
Material $19,500
THE USED SWITCH IN ITEM 01 IS OFFERED ON A FIRST COME FIRST SERVED
BASIS.
A 10% DEPOSIT IS REQUIRED ON ORDER ENTRY. IF LEASED, A 5% DEPOSIT
IS REQUIRED ON ORDER ENTRY. IF APPLIED AGAINST A LEASE, IT WILL
APPLY TO THE FIRST AND THIRTEENTH PAYMENTS AND CONTRIBUTE TO THE
LAST PAYMENT.
Siemens Stromberg-Carlson reserves the right to change the
hardware elements in accordance with our ongoing development
program. The hardware necessary to support the functionality
specified will be provided at time of shipment in accordance with
our then current hardware configuration policy.
PRICES DO NOT INCLUDE TAXES AND FREIGHT.
ATHENA
INTERNATIONAL L.L.C.
May 20, 1994
Simons Stronberg-Carlson'
400 Rinehart Road
Lake Mary, FL 32746
Attn: Tom Hayes and Pete Lyons
By Facsimile
Re: Technical Proposal No. DCO.-481238
Athena International, L.L.C.
Dear Tom and Pete:
Following is the Letter of Intent for a used 1152 port Siemens Stromberg-Carlson
Digital Central office Switch with a new basic Release 12.1 CMF, used AMA frame.
Other items to included are the Debit Card C.O.S. (Item 064) and International
Operator Services (item 06B). Athena requests a twenty percent (20%) discount on
items 06A and 06B.
Athena intends to lease this equipment, and does want the ability to add to the
lease as additional items not ordered now are added, to the system. The
submittal of this Letter of Intent is contingent upon a one year pricing
guarantee from date order entry for items 02, 02A, 03, 04, 05, 06C and 06D.
Thc document has been signed by William F. Cooper, III, Chief Operating Officer
of Athena International, L,L.C.
Please call Tom Wilson or me if you have questions.
Sincerely,
Michael Landers
Consultant
c. Tom Wilson
William F. Cooper, III
CERTIFICATE OF DELIVERY AND ACCEPTANCE
Commencement Date: January 2, 1995.
THIS CERTIFICATE OF DELIVERY AND ACCEPTANCE is executed and delivered to
Telecommunications Finance Group ("Lessor") by Athena International, Ltd.
-----------------------------
Liability Co. dba Athena International. LLC ("Lessee") pursuant to and in
- -----------------------------------------------
accordance with the Lease Agreement dated: July 25, 1994 between Lessor and
-------------
Lessee (the "Lease", the defined terms therein being used herein with their
defined meanings).
1. The Equipment covered by this Certificate consists of the items described
in Schedule 1 to Exhibit A of the Lease.
2. Lessee confirms that the items of Equipment covered hereby have been
delivered to it in good working order and condition, and have been
inspected and accepted by Lessee as of the Commencement Date set forth
above.
3. Lessee confirms that such items of Equipment have been installed at:
910 15th Street, Suite 667 Denver,CO 80202-2928
-----------------------------------------------
4. The Lessor's value of the items of Equipment covered hereby is set forth in
the Schedule 1 to Exhibit A. Lessee confirms that each installment of rent
payable is as defined by the rental rate factor per thousand dollars as
specified in Section 5 of the Lease.
5. Lessee hereby: (a) confirms that the items of Equipment covered hereby have
been inspected by Lessee, have been delivered in good working order and
condition and are of the size, design, capacity and manufacture selected by
it meet the provisions of the purchase order(s) with respect thereto: and
(b) irrevocably accepts said items in Equipment "as-is", where-is for all
purposes of the Lease as of the Commencement Date set forth above and shall
pursue remedies to correct deficiencies, if any in said items of equipment
under tile manufacturer's warranty provisions only.
6. Lessee hereby confirms: (i) that no Default or Event of Default is in
existence as of the Commencement Date set forth above, nor shall any
Default or Event of Default occur as a result of the lease by Lessee of the
Equipment specified here-in: and (ii) that all representations and
warranties of Lessee contained in the Lease or in any document or
certificate furnished Lessor in connection herewith, are true and correct
as of the Commencement Date set forth above with the same force and effect
as if made on such date.
7. Lessee assumes sole responsibility for ensuring that the billing center can
correctly read call records. Lessee's responsibility includes reading daily
the automatic message/ticketing accounting system and/or polling systems
tape(s) by the billing system to ensure all ticket information is present.
Risk of loss for any revenue or profit associated therewith passes to
Lessee upon cutover of any hardware or software.
8. All of the terms, provisions and conditions of the Lease are hereby
incorporated herein and made a part hereof as if such terms, provisions and
conditions were set forth in full in this Certificate. By their execution
and delivery of this Certificate, the parties hereto reaffirm all of the
terms, provisions and conditions of the Lease. IN WITNESS WHEREOF, Lessee
has caused this Certificate to be executed by its duly authorized officer
as of the Commencement Date set forth above.
Refer S.O. # 065066 ATHENA INTERNATIONAL, LTD. LIABILITLY
CO. DBA ATHANA INTERNATIONAL, LLC (Lessee)
-------------------------------------
By: /s/ Michael Landers Exec Dir.
----------------------------------------------
Michael Landers Executive Director
-----------------------------------------------
Name & Title)
ACCEPTED BY:
TELECOMMUNICATIONS FINANCE GROUP
AS OF THE 23 DAY OF May 1995
-- --- --
By: /s/ CC Callaway
------------------------------------------
------------------------------------------
Authorized Representative of
Telecommunications Finance Group
SCHEDULE 1 OF EXHIBIT A
(CERTIFICATE OF DELIVERY AND ACCEPTANCE)
EQUIMENT DESCRIPTION
The items of personal property to be leased pursuant to this Lease Agreement,
dated as of July 25, 1994 between Telecommunications Finance Group, as Lessor,
and Athena International, Ltd. Liability Co. dba Athena International, LLC, as
Lessee, are described below and in the attached equipment list(s):
Equipment List
Number Description Amount
- ------ ----------- ------[
DC0-481238 A New Siemens Stromberg-Carlson $314,252.00
Digital Central Office Carrier Switch
Equipped and Wired for 1152 Digital
Ports (DC0-481238, Issue 1, Dated 05/19/94) With a
New Basic Release 12.1 CMF, A Used AMA Frame, SS7
with 800 Portability, SS7 Spares, One (1) Additional
Pair of
"A" Links, International Operator
Service, and Route by ANI on any 700/800
Number Including Installation
The above described equipment to be installed at:
910 15th Street, Suite 667, Denver, CO 80202-2928
BY:_________________________________
DATE:_______________________________
ATHENA INTERNATIONAL, TBD
DCO-481238, 05/19/94, Issue 01
DESCRIPTION QTY
- -----------------------------------------------------------------------------------------
ITEM 01
DIGITAL TRUNK INTERFACE FRAME, USED
- -----------------------------------------------------------------------------------------
Digital Trunk Frame 1
CUA-Digital Trunk 6
1'1 Interface (Trk + Open) 4 8
DTF CUA-Basic PWBA 6
Rear Doors (HW=207600-471A) 1
Front Doors (HW,=207600-160A) 1
Blower Assembly, Base Mtg. 1
PWBA Guides (1/CUA) 6
Frame & Joining HW 1
Structural Bracing 1
Frame Package 1
Terminal Block 1
LINE/TRUNK FRAME, USED
- -----------------------------------------------------------------------------------------
Line Trunk Frame (Analog) 1
Supervisory Panel 1
Term Assembly PWBA 1
CUA-LTF Line Group 1
Basic PWBA for DAL CUA/Opt 1
Loop Trk, Reverse Battery 1
2W E&M Trunk 2
Frame Package 1
Terminal Block 1
PWBA Guides (1/CUA) 4
Sender PWBA, TMF (Digital) 4
Receiver PWBA, DTMF (STD) 1 7
Receiver PWBA, DTMF (FOC) 0
Structural Bracing 1
Receiver PWBA, TMF/EVACT 1 0
Sender PWBA, DTMF (Digital) 4
Rear Doors (HW=207600-471A) 1
Front Doors (HW=207600-160A) 1
CUA- Trunk Service Group 1
CUA-Service Group 2
Basic PWBA for Service Circuit CUA 2
Basic PWBA for Analog CUA 1
Page 1
ATHENA INTERNATIONAL, TBD
DCO-481238, 05/19194, Issue 01
DESCRIPTION QTY
- -----------------------------------------------------------------------------------------
CONTROL & MAINTENANCE FRAME, NEW
- -----------------------------------------------------------------------------------------
CMF il 1
Frame Weldment 1
Power Supply Door 1
Pkg. Assembly, Front Trim 1
Rear Door Mounting Hardware 1
Rear Trim Package 1
Right Front Door 1
Left Front Door 1
Door Assembly Right Rear 1
Door Assembly Left Rear 1
Door Assembly Power Supply 1
Earthquake Cabinet Joining 1
Basic TSI/TPP 1
PWBA, Timeslot Interchange 4
TSI PGH Interface Card 4
Basic CP PWBA 1
MCG II PWBA 2
DU II PWBA 2
Cable Assembly, DLI II 1
PWBA, Feature Processor II 2
Cable Assembly, FP II 1
J Processor CP E/W 8 Mb Memory 2
SNC Clock 1
DCO-E Interface 1
PWBA SLU Panel 6
Blank Panel Package Double 1
Basic MP PWBA 1
PWBA, TMP 1
Cable Assembly, TMP 1
PWBA, Bus Multiplexer II 1
PWBA, Mass Storage Adapter 1
PWBA, J Processor with 2 MB Memory 1
PWBA (2W) PXAM II 1
PWBA, Serial Une Unit 1
MG Basic PWBA MSS CUA 1
Tape Cartridge, MSS 1
Head Cleaning Kit, MSS 1
Basic PWBA, Maintenance and TAS 6
Page 2
ATHENA INTERNATIONAL, TBD
DCO-481238, 05/19/94, Issue 01
- -----------------------------------------------------------------------------------------
DESCRIPTION QTY
- -----------------------------------------------------------------------------------------
PWBA TAS Control 1
Diagnostic Grading Panel 1
Release 12 Software 1
POWER, RINGING & TEST FRAME, USED
- -----------------------------------------------------------------------------------------
PRT 00 Frame & Power Dist. 1
100A Circuit Breaker Package 9
5A Circuit Breaker -AC 1
7A Circuit Breaker -AC 1
Ring Generator Cabinet 1
Ring Generator- 20 Hz 1
Ring Mux & Serializer PWBA 2
RM&M Optional Wiring 1
Rear Doors (HW=207600-471A) 1
Front Doors (HW=207600-160A) 1
Cable Assembly 1
Structural Bracing 1
COMMON EQUIPMENT FRAME, USED
- ------------------------------------------------------------------------------------------
19" Relay Rack (DSX/Misc.) 1
Relay Rack Fuse Panel 1
Battery. Discharge From-top 7' 1
Package Assembly I/O EMC Earthquake 1
Wall Mounted. Newton Term Block/Bar 2
Installation Material 1
SCAT Package 1
Structural Bracing 1
Sup'str/Power & Intercon Cab. 1
Office Related Drawings 3
Standard Documentation 3
S/C Practices (SCPs) 1
AUTOMATIC MESSAGE ACCOUNTING, USED
- ------------------------------------------------------------------------------------------
AMA Frame Top Entry Cable 1
AMA Basic PWBA 1
Magnetic Tapes 1
1600 BPI Tape Drives 2
Page 3
ATHENA INTERNATIONAL, TBD
DCO-481238, 05/19/94, Issue 01
- -----------------------------------------------------------------------------------------
DESCRIPTION QTY
- -----------------------------------------------------------------------------------------
1600 BPI Strapping 1
1600 BPI Software I/F 1
Rear Doors 1
Structural Bracing 1
MISCELLANEOUS HARDWARE, USED
- -----------------------------------------------------------------------------------------
300/1200 Baud Modem 1
Cook NT5M Digital Announcer 1
Structural Bracing Mod Grp 4
Genicom 2120 Prntr DC 1
DEC VT 320 CA CRT1
DC-AC 200 VA Invert 1
DSX PnI-ADC DSX-DR19 W/CORDS 4
ADC 2200B Test Access 1
POWER EQUIPMENT, USED
- -----------------------------------------------------------------------------------------
Batt Charger 100 AmpJ50V 1 Ph. 2
Charger Rack Mtg. Assembly 7' 1
Battery Rack-With Bracing 1
Exide DD Battery 700 AH 1
SPARE PARTS, USED
- ----------------------------------------------------------------------------------------
Common Control Spares 1
Basic LTF Spare Parts 1
DTF PWBA Cluster Spare 1
Basic DTF Spare Parts 1
AMA Spare Parts 1
CMF II Spares, NEW
- -----------------------------------------------------------------------------------------
PWBA, Tape Drive 1
PWBA, 91 MB Disk Drive 1
PWBA, Power and Alarm 1
PWBA, Master Clock OsC 1
PWBA, Power Monitor 1
PWBA, MCG II 1
PWBA, Master Clock Dist. II 1
PWBA, DLI II 1
PWBA, TBI II 1
Page 4
ATHENA INTERNATIONAL, TBD
DCO-481238, 05119194, Issue 01
- -----------------------------------------------------------------------------------------
DESCRIPTION QTY
- -----------------------------------------------------------------------------------------
PWBA, MSA/SL 1
PWBA, Data Trunk III 1
Traffic Measure Processor 1
PWBA, J Processor with 2 MB Memory 1
PWBA, Feature Processor II
SOFTWARE FEATURES
- -----------------------------------------------------------------------------------------
Software Generic Release 12.1 1
No. of NXX Of. Codes 512
Split Authorization Codes 1
Hot Une Routing 1
Fraud Detection-Pattern Recog. 1
Trunk Queuing with Override 1
DAL Directory No. Tables 1
Intercept to Announcer 1
Tape to Tape Transfer 1
Time Altered Least Cost Rtg 1
INWATS AC on FGB Circuits 1
Enhanced Fraud Detection 1
FGC Outgoing Operation 1
Digital Pad Control 1
Auth. Code Sending on FGA 1
Concurrent AMA\DLI 1
Shared Project Codes 1
FOC By Trunk Group 1
0+ Service Enhancement 1
User Alert Trace 1
Call in Progress Trace 1
, INWATS AC on FGB Circuits 1
I/F to Smart Operator Pos. 1
Digital I/F to Remote Oper. 1
Inter-Operator Transfer 1
$CODE Overlay 1
Automatic Trunk Re-Attempt 1
Custom Int'cpt Announcement 1
Alarm Send 1
Speed Call-No. Pub 7/10D 10000
Speed Call - Private Lists 1 0 0
No. of Codes-Private 240 0
Authorization Codes-Qt. 27000
Traffic Measurement Enhanced 1
Page 5
ATHENA INTERNATIONAL, TBD
DCO-481238, 05/19/94, Issue 01
- -----------------------------------------------------------------------------------------
DESCRIPTION QTY
- -----------------------------------------------------------------------------------------
Multitasking Ports 7
Selective Number B locking 1
AMA - Tape Operation 1
AMA - DLI I/F w Vendor Sys 1
Enhanced Partitioning 1
Interim 800 Service/10d Trnsltn 20000
Interface to Vendor CODC 1
Credit Card Special Dialing 1
Enhanced VACT Supervision 1
ANI Code Validation - 15 NPAs 15
Validated Project Code Size 4
Fiat Rate Features 1
Operator Flag Digits 1
ANI Sending on FGD Trunk 1
Enhanced 800 INWATS Service 1
Page 6
ATHENA INTERNATIONAL, TBD
DCO-481238, 05119194, Issue 01
DESCRIPTION QTY
- -----------------------------------------------------------------------------------------
ITEM02 SS7 HARDWARE & SOFTWARE
- -----------------------------------------------------------------------------------------
Signalling System Controller 2
Communication Unk Controller 2
Continuity Test PWBA 3
Data Unk III 2
SS-7 Software 1
Miscellaneous cables
Link Pair Software
ITEM 02A SS7 SPARES
- -----------------------------------------------------------------------------------------
Signalling System Controller PWBA 1
Communication Link Controller PWBA 1
Page 7
SIEMENS SOFTWARE
Stromberg-Carlson LICENSE
EXHIBIT B AGREEMENT
400 Rinehart Road
Lake Mary, Florida 342746
(407) 333-5500
To:
THIS LICENSEE AGREEMENT IS EFFECTIVE ON THE 25th day of July , 1994;
----------- --------- ---
by and between Siemens Stromberg-Carlson with offices at 400 Rinehart Road, Lake
------------------------------------
Mary, Florida ("SSC" or "Licensor) and Athena International, Ltd. Liability Co.
dba Athena International, LLC with offices at 910 15th Street, Suite 330,
- ----------------------------------- ---------------------------- Denver,
Colorado 80202-2928 ("Buyer" or "Licensee") ---------------------------
SOFTWARE LICENSE AGREEMENT
Under this Agreement, Buyer (hereinafter referred to as "Licensee") will acquire
from Siemens Stromberg-Carlson (hereinafter referred to as "Licensor") and
"Designated DCO" (defined below), which includes being furnished the "Software
Product" (defined below) and rights to use it in the operation of the Designated
DCO under the following terms and conditions.
1. In addition to definitions contained elsewhere herein, certain terms shall
have meanings as follows:
a. "Affiliated Corporation" means a subsidiary, parent, or sister
subsidiary either directly or indirectly controlling or controlled by
the party hereto or directly or indirectly controlled by a common
parent of the affiliate and the party.
b. "Derivative Work" means computer program instructions which
incorporate all or potions of a Software Product directly or through
linking and locating.
c. "Designated DCO" means the Digital Central Office System equipment
supplied to the Licensee by the Licensor for which the site dependent
data base questionnaire submitted by Licensee to the Licensor is
applicable.
d. "Generic Computer Program" means a software computer program in which
there subsides a set of computer instruction steps which are generic
to more than the specific version of the computer program which is
furnished under the license. (For the Software Products furnished
under a given license, only the applicable computer program steps
Products furnished under a given license, only the applicable computer
program steps necessary to provide the licensed feature are enabled.)
e. "Improvement/Enhancement" means any improvements or enhancements to
the Software Product, or to the composite hardware and software design
of the Designated DCO which includes an improvement or enhancement to
the Software Product.
f. "Improvement/Enhancements Grant-Back Rights" means royalty-free-
worldwide, non-exclusive rights to make, have made, sell (including
disposition to an end-user) and use under copyrights to software
patents, copyrights to firmware and semiconductor mask registration
rights in and to Improvements/Enhancements, with the right to
sub-license to Affiliated Corporations (such sublicense to survive any
subsequent termination of the affiliation.
g. "Software Product" means the software computer program, which is
tailored for use in the operation of the Designated DCO (in accordance
with the site dependent data base questionnaire submitted by the
Licensee to the Licensor) and which includes the following materials:
(1.0)a set of machine readable computer program instructions recorded
on magnetic disks or other storage media; and;
(2.0)a source code listing of the data base portion of the computer
program instructions, augmented by the programmer's annotations;
and
(3.0)all releases, issues or short sequences of computer program
instruction modifications ("patches") furnished by the Licensor
to the Licensee as a replacement for or for the modification of
previously furnished materials; and
(4.0)all Derivative Works or modifications, by whomever made, or any
of the foregoing; and
(5.0)all copies of any of the foregoing, in whole or in part, by
whomever made.
2. In consideration of the right-to-use fee, stated in the Licensor's invoice
for the Designated DCO equipment, the Licensor grants under the proprietary
rights (including copyrights) and the Licensee accepts, in accordance with
the law of New York, and indivisible, non-exclusive and non-transferable
(except as provided in Section 2.m.) license in each Software Product
furnished hereunder to use the Software Product on the Designated DCO
subject to the following terms:
a. The Licensee Agrees:
(1.0)it shall limit its use of each Software Product solely to the
operation of the applicable Designated DCO and no other purpose;
and
(2.0)it shall limit its making of copies of the Software Product, in
whole or in part, to copies reasonably necessary for the
operation of the Designated DCO and shall make none other; and
(3.0)It shall reproduce all proprietary notices, including the
copyright notices of the Licensor, which appear on are encoded
within the Software Product in the form or forms in which the
Software Product is received from the Licensor, upon all copies,
Derivative Works or other modifications which the Licensee shall
make; and
(4.0)The Software Product (physical materials, including all copies by
whomever made) shall be the property of the Licensor;
(5.0)The Licensee recognizes that the Software Product is a Generic
Computer Program, and shall not do, or cause to be done, anything
to activate any of the subsisting non-enabled computer
instruction steps therein. Further, the Licensor reserves to
itself the exclusive right to cause the subsiding non-enabled
program instruction steps to be activated (by the issuance under
the license of a version of Software Product have the applicable
additional computer instruction steps enabled) pursuant to
standard right-to-use software license upgrade Fees or, in the
absence of a standard upgrade fee, for an upgrade fee to be
negotiated.
b. As an additional fee required hereunder for the Software Product, the
Licensee shall further pay to the Licensor any state or local taxes,
however designated, levied against and paid by the Licensor, based
upon this transaction, or based upon Licensor's, or the Licensee's
interests in the Software Product, including sales, privilege, use,
personal property or intangible property taxes, exclusive, however, of
taxes based upon net income.
c. Notwithstanding any other provision hereof, in the event Licensor
develops improvements or enhancements to the Software Product which
represent significant "value added" to the Designated DCO or which
represent a significant improvement of performance of the Designated
DCO, the Licensor reserves the right to market the improvement or
enhancement as a separate offering (requiring payment of an additional
right-to-use fee, and which at the Licensor's option may require the
Licensee to execute a new Software Product License).
d. The Licensee hereby grants and agrees to grant to the Licensor, to the
extent it lawfully may, the Improvements/Enhancements Grant-Back
Rights related to any development whether made by the Licensor,
Licensee, or agents of the Licensee, of all or any portion of any
Software Product furnished hereunder pursuant to any request or
specifications by the Licensee for a design different from Licensor's
design, and regardless of whether or not the Licensee has compensated
the Licensor for its performance of such development. Title to
patents, copyrights, trade secrets and mask registrations developed by
Licensor pursuant to any request or specifications by the Licensee and
regardless of whether the Licensee has compensated the Licensor for
its performance of such development shall vest in Licensor; Licensee,
however, is to get Improvements/Enhancements Grant-Back Rights.
e. The Licensee shall not merge any Software Product with other software
computer program materials to form a Derivative Work or otherwise
modify or alter a Software Product in any manner whatsoever, unless
prior thereto the Licensee shall execute a written grant-back, in a
form satisfactory to the Licensor, granting to the Licensor the
Improvement/Enhancements Grant-Back Rights in and to the merged,
modified or altered Software Product. However, nothing in this
subsection 2.e. shall be interpreted or construed as entitling the
Licensee to access to the source code version of the Software Product,
as entitling the Licensee to access to the source code version of the
Software Product, or to receive any manner of support of the
Licensee's efforts to merge, modify or alter Software Product from
Licensor.
f. The Licensee agrees that any communication or other disclosure of
information it makes to the Licensor related to a request/
specification for an improvement, enhancement, to modification to
Licensor's design of the Software Product shall be made upon a
nonconfidential basis without any manner of restriction of Licensor in
its use of dissemination of received information.
g. Five (5) year initial term; option for fifty (50) year extension term;
and requirement for notice:
(1.0)The term of this License shall be five (5) years from and after
the date of turnover to the Licensee of the Designated DCO; and
the Licensee's rights-to-use the Software Product and this
License shall terminate upon the expiration of such term, unless
the Licensee has exercised its option to acquire a license
extension term, pursuant to Subsection 2.g. (2.0), following.
(2.0)The Licensor hereby grants Licensee an option whereby in return
for the payment of the then current right-to-use renewal fee, the
Licenseee shall acquire a paid-up license extension for a term of
fifty (50) years starting immediately upon expiration of the
initial five (5) year term.
(3.0)The foregoing notwithstanding, the Licensee's failure to exercise
the foregoing option by the date of expiration of the initial
five (5) year term shall not bring about the termination of the
Licensee's rights-to-use the Software Product and termination of
this License, unless the Licensor has provided the Licensee with
six (6) months advanced written notice advising the Licensee of
such impending termination (See also Subsection 2.1, hereinafter,
pertaining to notices.)
h. Default Termination:
(1.0)The Licensor and the Licensee shall have the right to terminate
this License in the event of any default by the other party which
the defaulting party fails to correct within a period of sixty
(60) days after the receipt of notice thereof from the
non-defaulting party, or immediately and without notice in the
event that any bankruptcy, arrangement for the benefit of
creditors or insolvency proceedings are commenced, or against
the Licensee, or in the event of the appointment of an assignee
for benefit of creditors or a receiver of the Licensee or its
properties.
"ADDITIONAL" SECRETARY'S CERTIFICATE
I, _____________, do hereby certify that I am the Secretary of ATHENA
INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC, a Limited
Liability Company duly organized and existing under the laws of the State of
Louisiana ("Company) "); that I am the keeper of the seal of the company and
company records, including, without limitation, the Operating Agreement, By-Laws
and the minutes of the meeting of the Managing Members of the Company; that the
following is an accurate and compared transcript of the resolutions contained in
the minute book of the Company, which resolutions were duly adopted and ratified
at a meeting of the Managing Members of the Company duly convened and held in
accordance with the By-Laws and Operating Agreement of the Company on the
__________ day of ,19__, at which time a quorum was present and acted
throughout; and that said resolutions have not in any way been modified,
repealed or rescinded, but are in full force and effect:
"RESOLVED, that any Managing Member of the Company be and is hereby
authorized and empowered in the name and on behalf of this Company to enter
into one or more lease agreements with TELECOMMUNICATIONS FINANCE GROUP
("hereinafter called "LESSOR") concerning personal property leased to the
Company; from time to time to modify, supplement or amend any such
agreements; and to do and perform all other acts and things deemed by such
Managing Member to be necessary, convenient or proper to carry out any of
the foregoing; and be it
FURTHER RESOLVED, that all that any Managing Member shall have done or
may do in the premises is hereby ratified and approved; and be it
FURTHER RESOLVED, that the foregoing resolutions shall remain in full
force and effect until written notice of their amendment or recission shall
have been received by LESSOR and that receipt of such notice shall not
effect any action taken or loans or advances made by LESSOR prior thereto
and LESSOR is authorized to rely upon said resolutions until receipt by it
of written notice of any change; and be it
FURTHER RESOLVED, that the Secretary be and is hereby authorized and
directed to certify to LESSOR that the foregoing resolutions and provisions
thereof are in conformity with the Operating Agreement and By-Laws of this
Company."
I do further certify that the Lease Agreement entered into by the Company
and LESSOR concerning the follow items of personal property:
Siemens Stromberg-Carlson Designated Product plus Peripheral Equipment
is one of the agreements referred to in said resolutions and was duly executed
pursuant thereto and there are no restriction imposed by the Operating Agreement
or By-Laws of the Company restricting the power or authority of the Managing
Memo of the Company to adopt the foregoing resolutions or upon the Company or
its Managing Members to act in accordance therewith.
I do further certify that the following are names and specimen signatures
of Managing Members of the Company empowered and authorized by the above
resolutions, each of which has been duly elected to hold and currently holds the
of the Company set opposite his name:
NAME OFFICE SIGNATURE
- ---- ------ ---------
Kevin H. Pollard President & CEO /s/ Kevin H. Pollard
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the
Company this 2nd day of April, 1998
--- ----- --
/s/ Kevin H. Pollard
----------------------------------------------------
(SEAL) Secretary of ATHENA INTERNATIONAL LTD. LIABILITY CO.
DBA ATHENA INTERNATIONAL, LLC
"ADDITIONAL" SECRETARY'S CERTIFICATE
I, ____________, Craig Beines, do hereby certify that I am the Secretary of
ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC, a Limited
Liability Company duly organized and existing under the laws of the State of
Louisiana ("Company)"); that I am the keeper of the seal of the company and
company records, including, without limitation, the Operating Agreement, By-Laws
and the minutes of the meeting of the Managing Members of the Company; that the
following is an accurate and compared transcript of the resolutions contained in
the minute book of the Company, which resolutions were duly adopted and ratified
at a meeting of the Managing Members of the Company duly convened and held in
accordance with the By-Laws and Operating Agreement of the Company on the _____
day of _________, 19__ at which time a quorum was present and acted throughout;
and that said resolutions have not in any way been modified, repealed or
rescinded, but are in full force and effect:
"RESOLVED, that any Managing Member of the Company be and is hereby
authorized and empowered in the name and on behalf of this Company to enter
into one or more lease agreements with TELECOMMUNICATIONS FINANCE GROUP
("hereinafter called "LESSOR") concerning personal property leased to the
Company; from time to time to modify, supplement or amend any such
agreements; and to do and perform all other acts and things deemed by such
Managing Member to be necessary, convenient or proper to carry out any of
the foregoing; and be it
FURTHER RESOLVED, that all that any Managing Member shall have done or
may do in the premises is hereby ratified and approved; and be it
FURTHER RESOLVED, that the foregoing resolutions shall remain in full
force and effect until written notice of their amendment or recission shall
have been received by LESSOR and that receipt of such notice shall not
effect any action taken or loans or advances made by LESSOR prior thereto
and LESSOR is authorized to rely upon said resolutions until receipt by it
of written notice of any change; and be it
FURTHER RESOLVED, that the Secretary be and is hereby authorized and
directed to certify to LESSOR that the foregoing resolutions and provisions
thereof are in conformity with the Operating Agreement and By-Laws of this
Company."
I do further certify that the Lease Agreement entered into by the Company
and LESSOR concerning the following items of personal property:
Siemens Stromberg-Carlson Designated Product plus Peripheral Equipment
is one of the agreements referred to in said resolutions and was duly executed
pursuant thereto and there are no restrictions imposed by the Operating
Agreement or By-Laws of the Company restricting the power or authority of the
Managing Members of the Company to adopt the foregoing resolutions or upon the
Company or its Managing Members to act in accordance therewith.
I do further certify that the following are names and specimen signatures
of Managing Members of the Company empowered and authorized by the above
resolutions, each of which has been duly elected to hold and currently holds the
office of the Company set opposite his name:
NAME OFFICE SIGNATURE
- ---- ------ ---------
Kevin H. Pollard President & CEO /s/ Kevin H. Pollard
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the
Company this 23 day of March, 1998
-- ----- --
____________________________________________________
(SEAL) Secretary of ATHENA INTERNATIONAL LTD. LIABILITY CO.
DBA ATHENA INTERNATIONAL, LLC
SECRETARY'S CERTIFICATE
I, Craign Beiner, do hereby certify that I am the Assistant Secretary of
-------------
ATHENA INTERNATIONAL LTD. LIABILITY CO. dba ATHENA INTERNATIONAL, LLC, a
corporation duly organized and existing under the laws of the State of Colorado
("Corporation"); that I am the keeper of the seal of the corporation and
corporate records, including, without limitation, the Charter, By-Laws and the
minutes of the meeting of the Board of Directors of the Corporation; that the
following is an accurate and compared transcript of the resolutions contained in
the minute book of the Corporation, which resolutions were duly adopted and
ratified at a meeting of the Board of Directors of the Corporation duly convened
and held in accordance with the By-Laws and Charter of the Corporation on the 29
--
day of March, 1996 at which time a quorum was present and acted throughout; and
----- --
that said resolutions have not in any way been modified, repealed or rescinded,
but are in full force and effect:
"RESOLVED, that any officer of the Corporation be and is hereby
authorized and empowered in the name and on behalf of this Corporation to
enter into one or more lease agreements with TELECOMMUNICATIONS FINANCE
GROUP ("hereinafter called "LESSOR") concerning personal property leased to
the Corporation; from time to time to modify, supplement or amend any such
agreements; and to do and perform all other acts and things deemed by such
officer to be necessary, convenient or proper to carry out any of the
foregoing; and be it
FURTHER RESOLVED, that all that any officer shall have done or may do
in the premises is hereby ratified and approved; and be it
FURTHER RESOLVED, that the foregoing resolutions shall remain in full
force and effect until written notice of their amendment or recission shall
have been received by LESSOR and that receipt of such notice shall not
effect any action taken or loans or advances made by LESSOR prior thereto
and LESSOR is authorized to rely upon said resolutions until receipt by it
of written notice of any change; and be it
FURTHER RESOLVED, that the Secretary be and is hereby authorized and
directed to certify to LESSOR that the foregoing resolutions and provisions
thereof are in conformity with the Charter and ByLaws of this Corporation."
I do further certify that the Lease Agreement entered into by the
Corporation and LESSOR concerning the following items of personal property:
Siemens Stromberg-Carlson Designated Product plus Peripheral Equipment
is one of the agreements referred to in said resolutions and was duly executed
pursuant thereto and there are no restrictions imposed by the Charter or By-Laws
of the Corporation restricting the power or authority of the Board of Directors
of the Corporation to adopt the foregoing resolutions or upon the Corporation or
its officers to act in accordance therewith.
I do further certify that the following are names and specimen signatures
of officers of the Corporation empowered and authorized by the above
resolutions, each of which has been duly elected to hold and currently holds the
office of the Corporation set opposite his name:
NAME OFFICE SIGNATURE
- ---- ------ ---------
William Cooper Vice President - Operations /s/ William F. Cooper
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the
Company this 3rd day of March 1998.
--- ----- --
/s/ Craig Beiner
________________________________________________________
(SEAL) Assistant Secretary of ATHENA INTERNATIONAL LTD LIABILIT
dba ATHENA INTERNATIONAL, LLC
SECRETARY'S CERTIFICATE
I, P. Scott Muller, do hereby certify that I am the Secretary of ATHENA
----------------
INTERNATIONAL LTD. LIABILITY CO. dba ATHENA INTERNATIONAL LLC, a Limited
Liability Company duly organized and existing under the laws of the State of
Louisiana ("Corporation"); that I am the keeper of the seal of the corporation
and corporate records, including. without limitation, the Charter, By-Laws and
the minutes of the meeting of the Board of Directors of the Corporation; that
the following is an accurate and compared transcript of the resolutions
contained in the minute book of the Corporation, which resolutions were duly
adopted and ratified at a meeting of the Board of Directors of the Corporation
duly convened and held in accordance with the By-Laws and Charter of the
Corporation on the 1st day of Dec., 1996. at which time a quorum was present and
--- ---- --
acted throughout: and that said resolutions have not in any way been modified,
repealed or rescinded, but are in full force and effect:
"RESOLVED, that any officer of the Corporation be and is hereby
authorized and empowered in the name and on behalf of this Corporation to
enter into one or more lease agreements with TELECOMMUNICATIONS FINANCE
GROUP ('hereinafter called "LESSOR") concerning personal property leased to
the Corporation; from time to time to modify, supplement or amend any such
agreements: and to do and perform all other acts and things deemed by such
officer to be necessary, convenient or proper to carry out any of the
foregoing; and be it
FURTHER RESOLVED, that all that any officer shall have done or may do
in the premises is hereby ratified and approved; and be it
FURTHER RESOLVED, that the foregoing resolutions shall remain in full
force and effect until written notice of their amendment or recission shall
have been received by LESSOR and that receipt of such notice shall not
effect any action taken or loans or advances made by LESSOR prior thereto
and LESSOR is authorized to rely upon said resolutions until receipt by it
of written notice of any change: and be it
FURTHER RESOLVED, that the Secretary be and is hereby authorized and
directed to certify to LESSOR that the foregoing resolutions and provisions
thereof are in conformity with the Charter and By-Laws of this
Corporation."
I do further certify that the Lease Agreement entered into by the
Corporation and LESSOR concerning the following items of personal property:
Siemens Stromberg-Carlson Designated Product plus Peripheral Equipment
is one of the agreements referred to in said resolutions and was duly executed
pursuant thereto and there are no restrictions imposed by the Charter or By-Laws
of the Corporation restricting the power or authority of the Board or Directors
of the Corporation to adopt the foregoing resolutions or upon the Corporation or
its officers to act in accordance therewith.
I do further certify that the following are names and specimen signatures
of officers of the Corporation empowered and authorized by the above
resolutions, each of which has been duly elected to hold and currently holds the
office of the Corporation set opposite his name:
NAME OFFICE SIGNATURE
- ---- ------ ---------
Michael Landers Exec. Managing Director /s/ Michael T. Landers
Thomas W. Wilson Managing Director /s/ Thomas W. Wilson
William F. Cooper, III Managing Director /s/ Willim F. Cooper
P. Scott Muller Managing Director /s/ P. Scott Muller
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the
Corporation this 1st day of Dec. 1996
--- ---- --
/s/ P. Scott Muller
----------------------------------------------------
(SEAL) Secretary of ATHENA INTERNATIONAL LTD. LIABILITY CO.
dba ATHENA INTERNATIONAL, LLC
SECRETARY'S CERTIFICATE
I, P. Scott Muller, do hereby certify that I am the Secretary of ATHENA
----------------
INTERNATIONAL LTD. LIABILITY CO. dba ATHENA INTERNATIONAL LLC, a Limited
Liability Company duly organized and existing under the laws of the State of
Louisiana ("Corporation"); that I am the keeper of the seal of the corporation
and corporate records, including. without limitation, the Charter, By-Laws and
the minutes of the meeting of the Board of Directors of the Corporation; that
the following is an accurate and compared transcript of the resolutions
contained in the minute book of the Corporation, which resolutions were duly
adopted and ratified at a meeting of the Board of Directors of the Corporation
duly convened and held in accordance with the By-Laws and Charter of the
Corporation on the 1st day of Dec., 1996. at which time a quorum was present and
--- ---- --
acted throughout: and that said resolutions have not in any way been modified,
repealed or rescinded, but are in full force and effect:
"RESOLVED, that any officer of the Corporation be and is hereby
authorized and empowered in the name and on behalf of this Corporation to
enter into one or more lease agreements with TELECOMMUNICATIONS FINANCE
GROUP ('hereinafter called "LESSOR") concerning personal property leased to
the Corporation; from time to time to modify, supplement or amend any such
agreements: and to do and perform all other acts and things deemed by such
officer to be necessary, convenient or proper to carry out any of the
foregoing; and be it
FURTHER RESOLVED, that all that any officer shall have done or may do
in the premises is hereby ratified and approved; and be it
FURTHER RESOLVED, that the foregoing resolutions shall remain in full
force and effect until written notice of their amendment or recission shall
have been received by LESSOR and that receipt of such notice shall not
effect any action taken or loans or advances made by LESSOR prior thereto
and LESSOR is authorized to rely upon said resolutions until receipt by it
of written notice of any change: and be it
FURTHER RESOLVED, that the Secretary be and is hereby authorized and
directed to certify to LESSOR that the foregoing resolutions and provisions
thereof are in conformity with the Charter and By-Laws of this
Corporation."
I do further certify that the Lease Agreement entered into by the
Corporation and LESSOR concerning the following items of personal property:
Siemens Stromberg-Carlson Designated Product plus Peripheral Equipment
is one of the agreements referred to in said resolutions and was duly executed
pursuant thereto and there are no restrictions imposed by the Charter or By-Laws
of the Corporation restricting the power or authority of the Board or Directors
of the Corporation to adopt the foregoing resolutions or upon the Corporation or
its officers to act in accordance therewith.
I do further certify that the following are names and specimen signatures
of officers of the Corporation empowered and authorized by the above
resolutions, each of which has been duly elected to hold and currently holds the
office of the Corporation set opposite his name:
NAME OFFICE SIGNATURE
- ---- ------ ---------
Michael Landers Exec. Managing Director /s/ Michael T. Landers
William F. Cooper, III Managaing Director /s/ Willim F. Cooper
Thomas W. Wilson Managing Director /s/ Thomas W. Wilson
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the
Corporation this 1st day of Dec. 1996
--- ---- --
/s/ P. Scott Muller
----------------------------------------------------
(SEAL) Secretary of ATHENA INTERNATIONAL LTD. LIABILITY CO.
dba ATHENA INTERNATIONAL, LLC
SECRETARY'S CERTIFICATE
I, P. Scott Muller, do hereby certify that I am the Secretary of ATHENA
----------------
INTERNATIONAL LTD. LIABILITY CO. dba ATHENA INTERNATIONAL, LLC a Limited
Liability Company duly organized and existing under the laws of the State
Louisiana ("Company) "); that I am the keeper of the seal of the company and
company records, including, without limitation, the Operating Agreement, By-Laws
and the minutes of the meeting of the Managing Members of the Company; the
following is an accurate and compared transcript of the resolutions contained in
the minute book of the Company, which resolutions were duly adopted and ratified
at a meeting of the Managing Members of the Company duly convened and held in
accordance with the By-Laws and Operating Agreement of the Company on the ___
day of ____ 19__, at which time a quorum was present and acted throughout; and
that said resolutions have not in any way been modified, repealed or rescinded,
but are in full force and effect:
"RESOLVED, that any Managing Member of the Company be and is hereby
authorized and empowered in the name and on behalf of this Company to enter
into one or more lease agreements with TELECOMMUNICATIONS FINANCE GROUP
("hereinafter called "LESSOR") concerning personal property leased to the
Company; from time to time to modify, supplement or amend any such
agreements; and to do and perform all other acts and things deemed by such
Managing Member to be necessary, convenient or proper to carry out any of
the foregoing; and be it
FURTHER RESOLVED, that all that any Managing Member shall have done or
may do in the premises is hereby ratified and approved; and be it
FURTHER RESOLVED, that the foregoing resolutions shall remain in full
force and effect until written notice of their amendment or recission shall
have been received by LESSOR and that receipt of such notice shall not
effect any action taken or loans or advances made by LESSOR prior thereto
and LESSOR is authorized to rely upon said resolutions until receipt by it
of written notice of any change; and be it
FURTHER RESOLVED, that the Secretary be and is hereby authorized and
directed to certify to LESSOR that the foregoing resolutions and provisions
thereof are in conformity with the Operating Agreement and By-Laws of this
Company."
I do further certify that the Lease Agreement entered into by the Company
and LESSOR concerning the following items of personal property:
Siemens Stromberg-Carlson Designated Product plus Peripheral Equipment
is one of the agreements referred to in said resolutions and was duly executed
pursuant thereto and there are no restrictions imposed by the Operating
Agreement or By-Laws of the Company restricting the power or authority of the
Managing Members of the Company to adopt the foregoing resolutions or upon the
Company or its Managing Members to act in accordance therewith.
I do further certify that the following are names and specimen signatures
of Managing Members of the Company empowered and authorized by the above
resolutions, each of which has been duly elected to hold and currently holds the
office of the Company set opposite his name:
NAME OFFICE SIGNATURE
- ---- ------ ---------
Michael Landers Executive Managing Director /s/ Michael T. Landers
William F. Cooper, III Managing Director /s/ William F. Cooper
Thomas W. Wilson Managing Director /s/ Thomas W. Wilson
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the
Corporation this 1st day of Dec. 1996
--- ---- --
/s/ P. Scott Muller
----------------------------------------------------
(SEAL) Secretary of ATHENA INTERNATIONAL LTD. LIABILITY CO.
dba ATHENA INTERNATIONAL, LLC
SECRETARY'S CERTIFICATE
I, P. Scott Muller, do hereby certify that I am the Secretary of Athena
International, LLC, a Limited Liability Company duly organized and existing
under the laws of the State of Colorado (Company); that I am the keeper of the
seal of the Company and company records, including, without limitation, the
Operating Agreement, By-Laws and the minutes of the meeting of the Managing
Members of the Company; that the Following is an accurate and compared
transcript of the resolutions contained in the minute book of the Company, which
resolutions were duly adopted and ratified at a meeting of the Managing Members
of the Company duly convened and held in accordance with the By-Laws and
Operating Agreement of the Company on the 18 day of October, 1994, at which time
a quorum was present and acted throughout; and that said resolutions have not in
any way been modified, repealed or rescinded, but are in full force and effect:
RESOLVED, that any Managing Member of the Company be and is hereby
authorized and empowered in the name and on behalf of this Company to enter
into one or more lease agreements with Telecommunications Finance Group
(hereinafter called "LESSOR") concerning personal property leased to the
Company; from time to time to modify, supplement or amend any such
agreements; and to do and perform all other acts and things deemed by such
officer to be necessary, convenient or proper to carry out any of the
foregoing; and be it
FURTHER RESOLVED, that all that any managing member shall have done or
may do in the premises is hereby ratified and approved; and be it
FURTHER RESOLVED, that the Foregoing resolutions shall remain in full
force and effect until written notice of their amendment or rescission
shall have been received by LESSOR and that receipt of such notice shall
not effect any action taken or loans or advances made by LESSOR prior
thereto and LESSOR is authorized to rely upon said resolutions until
receipt by it of written notice of any change; and be it
FURTHER RESOLVED, that the Secretary be and is hereby authorized and
directed to certify to LESSOR that the foregoing resolutions and provisions
thereof are in conformity with the Operating Agreement and By-Laws of this
Company."
I do further certify that the Lease Agreement entered into by the Company
and LESSOR concerning the following items of personal property:
Siemens Stromberg-Carlson Digital Central Office Carrier Switch plus Peripheral
Equipment
is one of the agreements referred to in said resolutions and was duly executed
pursuant thereto and there are no restrictions imposed by the Operating
Agreement or By-Laws of the Company restricting the power or authority of the
Managing Members of the Company to adopt the foregoing resolutions or upon the
Company or its officers to act in accordance therewith.
I do further certify that the following are names and specimen signatures of
officers of the Company empowered and authorized by the above resolutions, each
of which has been duly elected to hold and currently holds the office of the
Company set opposite his/her name:
NAME OFFICE SIGNATURE
- ---- ------ ---------
William F. Cooper, III Managing Member /s/ Willim F. Cooper
Michael T. Landers Managing Member /s/ Michael T. Landers
P. Scott Muller Managing Member /s/ P. Scott Muller
Thomas W. Wilson Managing Member /s/ Thomas W. Wilson
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the
Corporation this 18 day of October 1994
/s/ P. Scott Muller
--------------------------------------
(SEAL) Secretary of Athena International, LLC
CONSENT AND WAIVER
BY OWNER, LANDLORD OR MORTGAGEE OF REAL ESTATE
(hereinafter referred to as "Undersigned")
1. FOR GOOD AND VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,
Undersigned, Fortner & Son d/b/a The Denver Gas and Electric Building
-----------------------------------------------------------------
NAME
of 910 15th Street Denver, Denver, Colorado 80202
-------------------------------------------------------------------------
(NO. OF STREET) (CITY OR TOWN) (COUNTY) (STATE) (ZIP)
being owner, landlord or mortgagee of certain real estate known as
910 15th Street, Suite 966, Denver, Denver CO 80202-
(NO. OF STREET) (CITY OR TOWN) (COUNTY) (STATE) (ZIP)
and briefly described as follows:
Suite-966 - 70, located in the Denver Gas and Electric Building, Denver,
Colorado 80202
said premises now being occupied by Athena International, Ltd. Liability Co. dba
--------------------------------------------
Athena International LLC (hereinafter referred to as "Occupant") which Occupant
- ------------------------
will enter or has entered into a Lease Agreement dated as of July 25, 1994
--------------
(hereinafter referred to as "Instrument" and herein by reference made a part
hereof) with Telecommunications Finance Group, 400 Rinehart Road, Lake Mary,
Florida 32746 (hereinafter referred to as "LESSOR"), whereby LESSOR will lease
or has leased the property described or to be described in said Instrument (or
in documents ancillary thereto) and generally described as follows (hereinafter
referred to as the "Equipment"):
Siemens Stromberg-Carlson Digital Central Office Carrier Switch plus Peripheral
Equipment
does hereby agree that the said Equipment may be situated in and temporarily
affixed to the above-described real estate and that said Equipment is to remain
personal property notwithstanding the manner which it is affixed to said real
estate and that title thereof shall remain in LESSOR, its legal representatives,
successors, agents or assigns until such time as it is conveyed by LESSOR to
other parties.
2. This Agreement shall also apply to any of the above-described Equipment which
is already on the premises or may hereafter be delivered or installed thereon,
and is, or may hereafter become, subject to the aforementioned instrument.
3. Undersigned waives each and every right which Undersigned now has or may
hereafter have under the laws of the State of CO or any other state or by terms
of any real estate lease or mortgage now in effect or hereafter executed by
Undersigned or said Occupant to levy or distrain upon for rent, in arrears, in
advance, or both, or to claim or assert title to the aforesaid Equipment.
4. Undersigned recognizes and acknowledges that any claim or claims that LESSOR
has or may hereafter have against said equipment by virtue of the aforementioned
Instrument is superior to any lien or claim of any nature which Undersigned now
has or may hereafter have to such Equipment by statute, agreement or otherwise.
5. It is further agreed that LESSOR or its assigns or agents may remove said
Equipment from the above-described premises whenever LESSOR feels it is
necessary to do so to protect its interest and without liability or
accountability to the Undersigned therefor, except that such removal shall be
accomplished with as little disruption to the Undersigned's Building operation
as possible, and that LESSOR repair any damage which it may cause to the Leased
Premises by reason of such removal.
6. LESSOR may, without affecting the validity of this agreement, extend the
terms of payment of any indebtedness of Occupant to LESSOR or alter the
performance of any of the terms and conditions of aforementioned Instrument,
without the consent of Undersigned and without giving notice thereof to
Undersigned.
7. This agreement inures to the benefit of the successors, transferees and
assigns of LESSOR and shall be binding upon heirs, personal representatives,
successors and assigns of Undersigned.
IN WITNESS WHEREOF, the Undersigned has set his hand and seal, or caused its
hand and seal to be affixed this 12th day of October, 1994.
---- --------------
(SEAL) By: Seymour S. Fortner
Title: Partner
Witness /s/ Jacqueline Mills /s/ Seymour S. Fornter (L.S.)
200 Gas & Electric Bldg. (Address)
My commission expires 3/11/98 90015 Street, Denver, CO 80202
To: Betty Kayton
Fax: (650) 968-8313
From: Jacqueline S. Keys
Date: October 22, 1998
Pages: 17, including cover sheet.
Betty,
Following are the assignment documents for
the Denver, Colorado lease. Please review
immediately as we will not prepare the
other assignment documents for New York,
NY and Los Angeles, CA until we have your
concurrence on these.
Please contact Jeff Boggs at (407)
924-5094 with any comments. If you concur
FAX with the documents as they are, then
please contact me, so that I can prepare
the other assignments.
Jackie
From the desk of...
Jacqueline S. Keys
Associate Financial Analyst
Telecommunications Finance Group
400 Rinehart Road
Lake Mary, FL 32746
(407) 942-6627
Fax: (407) 942-5093
TELECOMMUNICATIONS FINANCE GROUP
- --------------------------------------------------------------------------------
400 RINEHART ROAD o LAKE MARY. FLORIDA 32746 o (407) 942-6627 Fax:(407) 942-5093
October 22. 1998
Ms. Betty Kayton
GST Global Telecommunication, Inc.
1890 N. Shoreline Blvd.
Mountain View, CA 94043-1320
Subject: Lease Agreement dated July 25, 1994 between Telecommunications Finance
Group and ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA
INTERNATIONAL, LLC for Equipment. installed in Denver, Colorado
Dear Betty:
Enclosed are the following documents which require execution in order to assign
the subject lease from ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA
INTEILNATIONAL, LLC to ADVANTAGE:
(1) Assignment of Lease -All three copies should be executed by both parties.
Signatures must be notarized (page 5).
(2) Secretary's Certificate. This should be executed by Advantage.
Upon return to TFG and TFG's subsequent execution, one original set will be
returned to you for your records.
Should you have any questions, please contact Jeff Boggs at 407-942-5094.
Sincerely,
/s/ JKeys
Jacqueline S. Keys
Associate Financial Analyst
ASSIGNMENT OF LEASE
Pursuant to the terms of that certain Agreement for Purchase and Sale of
Assets dated __________ 19__, between the parties hereto ("Agreement"), this
ASSIGNMENT OF LEASE (the '"Assignment"), is made and entered into this _____ of
_________ 19__, by and between ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA
ATHENA INTERNATIONAL LLC, a Louisiana Limited Liability Company having its
principal place of business at 701 Poydras St., $ 675 One Shell Square, New
Orleans, Louisiana 70139 (the "Assignor"), and ADVANTAGE, a Louisiana Limited. }
Partnership having its principal place of business at 909 Poydras St. #2230, New
Orleans, Louisiana 70112. (the "Assignee").
W I T N E S S E T H :
FOR AND IN CONSIDERATION of the sum of Ten Dollars ($10,00) and other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by the parties hereto, Assignor does hereby grant, transfer, and
assign, all of its right, title and interest in, to, and under that certain
Lease Agreement entered into on July 25, 1994 between Telecommunications Finance
Group, as Lessor, and ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA
INTERNATIONAL, LLC, as Lessee, (hereinafter referred to as the "Lease"), which
Lease covers that certain Siemens Information and Communication Networks, Inc.
switch and peripheral equipment (hereinafter referred to as the "Property"),
said Property being more particularly described in the Lease.
TO HAVE AND TO HOLD unto the Assignee, its successors and assigns forever,
subject to and upon the terms and conditions set forth herein:
1. Assumption by Assignee. Assignee hereby agrees to be bound by and
promptly pay, perform, assume and discharge any and all obligations of Assignor
under the terms of the Lease, as Lessee thereunder that exist as of the date of
execution hereof and which arise or become due after the date hereof.
2. Warranties of Assignor. Assignor hereby warrants and represents to
Assignee that:
(a) Assignor has not made any assignment other than this Agreement of
any of the rights of the Assignor under the Lease; and
(b) There exists no default or event of default or any state of facts
which would, with the passage of time, or the giving of notice,
or both, constitute a default or event of default on the part of
Assignor, or by the Lessee under the terms of the Lease.
3. Right to Assign. Assignor covenants that it is lawfully seized and
possessed of the interest herein assigned, that it has a good right to convey
the same without the necessity of consent by any entity not delivered to
Assignee simultaneously herewith, and that the same is free from all
encumbrances.
4. Indemnity by Assignor. Assignor hereby agrees to indemnify, hold
Assignee harmless and at Assignee's election shall defend Assignee, its
employees, agents, officers, successors and assigns from any and all claims,
liabilities, reasonable costs, damages, reasonable expenses and reasonable
attorneys' fees resulting from or attributable to Assignor's assignment of all
its right, title and interest in, to and under the Lease and from and against
any and all claims under the Lease arising from incidents or events prior to or
simultaneous with the execution hereof.
5. Indemnity of Assignee. Assignee hereby agrees to indemnify, hold
Assignor harmless and at Assignor's election, shall defend Assignor, its
employees, agents, officers, successors and assigns from any and all claims,
liabilities, reasonable costs, damages, reasonable expenses and reasonable
attorneys' fees under the Lease arising from incidents or events occurring
subsequent to the execution hereof.
6. Successors and Assigns. This Assignment and the agreements set forth
herein shall inure to the benefit of, and be binding upon, Assignor and
Assignee, and their respective successors and assigns in accordance with the
terms and conditions of the "Lease," including Section 21(a).
7. Incorporation of Agreements. The terms of the Agreement and the Lease
are incorporated herein by reference as if set forth herein verbatim.
8. As a material term and condition precedent, to this Assignment, Assignor
and Assignee agree that all terms and conditions in the Siemens Information and
Communication Networks, Inc. Software License Agreement (Exhibit B to Lease)
apply, and furthermore Assignee agrees to execute a new Software License
Agreement with Siemens Information and Communication Networks, Inc as a material
obligation of this Assignment. Notwithstanding the provisions of m (1.0) of said
Software License Agreement, it is agreed that the terms and conditions thereof
apply not to a transfer of ownership of the Designated Product, but an
assignment of a leasehold interest.
9. Notwithstanding this Assignment and Telecommunications Finance Group's
consent to it Assignor remains fully liable to Telecommunications Finance Group
for all obligations of the Assignee pursuant to the Lease to the extent suck
obligations are not totally fulfilled by Assignee.
IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be
executed on the day and date first above written.
ASSIGNOR:
ATHENA INTERNATIONAL LTD. LIABILITY CO.
DBA ATHENA INTERNATIONAL, LLC
By:____________________________________
_______________________________________
(Name and Title)
Date Signed:___________________________
ASSIGNEE:
ADVANTAGE
By:____________________________________
_______________________________________
(Name and Title)
Date Signed:___________________________
This Assignment of Lease is hereby consented to by Lessor, as of the year and
date first above written.
TELECOMMUNICATIONS FINANCE GROUP
By:____________________________________
_______________________________________
Authorized Representative Date Signed:
Date Signed:___________________________
STATE OF ___________________________)
COUNTY OF __________________________)
Personally appeared before me __________________, Notary Public,
_________________, with whom I am personally acquainted, and who acknowledged
that he executed the within instrument for the purposes therein contained and
who further acknowledged that he is of __________________ ATHENA INTERNATIONAL
LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC, a Louisiana Limited Liability
Company, and is authorized to execute this instrument on behalf of ATHENA
INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC.
WITNESS my hand, at office, this __ day of _____________________, 19__.
_______________________
NOTARY PUBLIC
My Commission Expires:
_______________________
............................
STATE OF ____________________________)
COUNTY OF ___________________________)
Personally appeared before me, _________________, Notary Public,
_______________, with whom I am personally acquainted, and who acknowledged that
he executed the within instrument for the purposes therein contained and who
further acknowledged that he is ________________ of ADVANTAGE, a Louisiana
Limited Partnership, and is authorized to execute this instrument on behalf of
ADVANTAGE.
WITNESS my hand, at office, this ___ day of ____________________, 19 __.
_______________________
NOTARY PUBLIC
My Commission Expires:
_______________________
CERTIFICATE OF AUTHORITY
ADVANTAGE, a limited partnership organized under the laws of thc State of
Louisiana ("Partnership") whose General Partner(s) are
________________________________________ and whose limited partners are
________________________________________ and ("collectively, the "Partners"),
hereby certifies to Telecommunications Finance Group ("TFG") the following:
(1) The attached copy of the partnership agreement of the Partnership is a
true and correct copy of the complete partnership agreement of the
Partnership currently in force;
(2) The Partnership has officially approved by all necessary partnership
action its entry into a Lease Agreement between the Partnership as
lessee and TFG as lessor covering certain new digital central office
carrier switches or similar switches manufactured by Siemens
Information and Communication Networks, Inc.;
(3) The Partnership has officially approved by all necessary partnership
action the execution of any additional or ancillary documents to said
Lease Agreement; and
(4) The following is a complete list of all General Partners of the
Partnership, along with their specimen signature, who have been
approved and authorized by their signature alone to execute any of the
above-mentioned documents on behalf of all Partners and the
Partnership in accordance with the foregoing.
Name Home Address Signature
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
TFG may rely upon the authority extended to each of the above-named individuals
to execute, all documents as described herein.
IN WITNESS WHEREOF, the Partnership has caused this Certificate of Authority to
be executed and delivered by its General Partners on this ___ day of ____ 19 __.
CERTIFIED BY: ADVANTAGE
---------
(THE PARTNERSHIP)
BY:__________________________ BY:__________________________
BY:__________________________ BY:__________________________
(ALL General. PARTNERS SHOULD EXECUTE THIS CERTIFICATE OF AUTHORITY.)
TELECOMMUNICATIONS FINANCE GROUP
- --------------------------------------------------------------------------------
400 RINEHART ROAD o LAKE MARY, FLORIDA 32746 o (407)942-6627 o Fax (407)942-5093
October 22, 1998
Ms. Betty Kayton
GST Global Telecommunication, Inc.
1890 N. Shoreline Blvd.
Mountain View, CA 94043-1320
Subject: Lease Agreement dated July 25, 1994 between Telecommunications Finance
Group and ADVANTAGE for Equipment installed in Denver, Colorado
Dear Betty;
Enclosed are the following documents which require execution in order to assign
the subject lease from ADVANTAGE to HIGHPOINT INTERNATIONAL TELECOM, INC,
(FORMERLY HIGHPOINT CAPITAL, INC.):
(1) Assignment of Lease- All three copies should be executed by both parties.
Signatures must be notarized (page 5).
(2) Software License Agreement (Exhibit B to Lease Agreement)- Both copies
should be executed by HIGHPOINT INTERNATIONAL TELECOM, INC. (FORMERLY
HIGHPOINT CAPITAL, INC.).
(3) Secretary's Certificate - This should be executed by HIGHPOINT
INTERNATIONAL TELECOM, INC. (FORMERLY HIGHPOINT CAPITAL, INC.).
(4) UCC Forms (2) - These forms should be executed by HIGHPOINT INTERNATIONAL
TELECOM, INC. (FORMERLY HIGHPOINT CAPITAL, INC.).
Upon return to TFG and TFG's subsequent execution, one original set will be
returned to you for your records.
Should you have any questions, please contact Jeff Boggs at 407-942-5094.
Sincerely.
/s/ JKeys
Jacqueline S. Keys
Associate Financial Analyst
ASSIGNMENT OF LEASE
Pursuant to the terms of that certain Agreement for Purchase and Sale of
Assets dated __________________,19__, between the parties hereto ("Agreement"),
this ASSIGNMENT OF LEASE (the "Assignment"). is made and entered into this
__________ of _________________, 19__, by and between ADVANTAGE, a Louisiana
Limited Partnership having its principal place of business at 909 Poydras St.
#2230, New Orleans, Louisiana 70112 (the "Assignor"), and HIGHPOINT
INTERNATIONAL TELECOM, INC. (FORMERLY HIGHPOINT CAPITAL, INC.), a Nevada
corporation having its principal place of business at 1890 Shoreline Blvd.,
Mountain View, CA 94043-1320, (the "Assignee").
W I T N E S S E T H :
FORAND IN CONSIDERATION of the sum of Ten Dollars ($10.00) and other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged by the parties hereto, Assignor does hereby grant, transfer, and
assign, all of its right, title and interest in, to, and under that certain
Lease Agreement entered into on July 25, 1994 between Telecommunications Finance
Group, as Lessor, and ADVANTAGE, as Lessee, (hereinafter referred to as the
"Lease"), which Lease covers that certain Siemens Information and Communication
Networks, Inc. switch and peripheral equipment (hereinafter referred to as the
"Property"), said Property being more particularly described in the Lease.
TO HAVE AND TO HOLD unto the Assignee, its successors and assigns forever,
subject to and upon the terms and conditions set forth herein:
1. Assumption by Assignee. Assignee hereby agrees to be bound by and
promptly pay, perform, assign and discharge any and all obligations of Assignor
under the terms of the Lease, as Lessee thereunder that exist as of the date of
execution hereof and which arise or become due after the date hereof.
2. Warranties of Assignor. Assignor hereby warrants and represents to
Assignee that:
(a) Assignor has not made any assignment other than this Agreement of
any of the rights of the Assignor under the Lease; and
(b) There exists no default or event of default or any state of facts
which would, with the passage of time, or the giving of notice,
or both, constitute a default or event of default on the part of
Assignor, or by the Lessee under the terms of the Lease.
3. Right to Assign. Assignor covenants that it is lawfully seized and
possessed of the interest herein assigned, that it has a good right to convey
thc same without the necessity of consent by any entity not delivered to
Assignee simultaneously herewith, and that the same is free from all
encumbrances.
4. Indemnity by Assignor, Assignor hereby agrees to indemnify, hold
Assignee harmless and at Assignee's election shall defend Assignee, its
employees, agents, officers, successors and assigns from any and all claims,
liabilities, reasonable costs, damages, reasonable expenses and reasonable
attorneys' fees resulting from or attributable to Assignor's assignment of all
its right, title and interest in, to and under the Lease and from and against
any and all claims under the Lease arising from incidents or events prior to or
simultaneous with the execution hereof.
5. Indemnity of Assignee. Assignee hereby agrees to indemnity, hold
Assignor harmless and at Assignor's election, shall defend Assignor, its
employees, agents, officers, successors and assigns from any and all claims,
liabilities, reasonable costs, damages, reasonable expenses and reasonable
attorneys' fees under the Lease arising from incidents or events occurring
subsequent to the execution hereof.
6. Successors and Assigns. This Assignment and the agreements set forth
herein shall inure to the benefit of, and be binding upon, Assignor and
Assignee, and their respective successors and assigns in accordance with the
terms and conditions of the "Lease,' including Section 21 (a).
7. Incorporation of Agreement. The terms of the Agreement and the Lease are
incorporated herein by reference as if set forth herein verbatim.
8. As a material term and conditions precedent to this Assignment, Assignor
and Assignee agree that all terms and conditions in the Siemens Information and
Communication Networks, Inc. Software License Agreement (Exhibit B to Lease)
apply, and furthermore Assignee agrees to execute a new Software License
Agreement with Siemens Information and Communication Networks, Inc. as a
material obligation of this Assignment. Notwithstanding the provisions of m,
(1,0) of said Software License Agreement, it is agreed that the terms and
conditions thereof apply not to a transfer of ! ownership of the Designated
Product, but an assignment of a leasehold interest. .
9. Notwithstanding this Assignment and Telecommunications Finance Group's
consent to it. Assignor remains fully liable to Telecommunications Finance Group
for all obligations of the Assignee pursuant to the Lease to the extent such
obligations are not totally fulfilled by Assignee.
IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be
executed on the day and date first above written.
ASSIGNOR:
ADVANTAGE
By:__________________________________
_____________________________________
(Name and Title)
Date Signed:_________________________
ASSIGNEE:
HIGHPOINT INTERNATIONAL TELECOM, INC.
(FORMERLY HIGIHPOINT CAPITAL, INC.)
By:__________________________________
_____________________________________
(Name and Title)
Date Signed:_________________________
This Assignment of Lease is hereby consented to by Lessor, as of the year and
date first above written.
TELECOMMUNICATIONS FINANCE GROUP
By:__________________________________
_____________________________________
(Name and Title)
Date Signed:_________________________
STATE OF __________________________)
COUNTY OF _________________________)
Personally appeared before me, ___________________, Notary Public
____________________, with whom I am personally acquainted, and who acknowledged
that he executed the within instrument for the purposes therein contained and
who further acknowledged that he is ____________________ of ADVANTAGE, a
Louisiana Limited Partnership, and is authorized to execute this instrument on
behalf of ADVANTAGE.
WITNESS my hand, at office, this day of, ________, 19__.
____________________
NOTARY PUBLIC
My Commission Expires:
______________________
.............................
STATE OF _______________________)
COUNTY OF _______________________)
Personally appeared before me, ___________________, Notary Public,
__________________, with whom I am personally acquainted, and who acknowledged
that he executed the within instrument for the purposes therein contained and
who further acknowledged that he is __________________ of HIGHPOINT
INTERNATIONAL TELECOM, INC. (FORMERLY HIGHPOINT CAPITAL, INC.), a Nevada
corporation, and is authorized to execute this instrument on behalf of HIGHPOINT
INTERNATIONAL TELECOM, INC. (FORMERLY HIGHPOINT CAPITAL, INC.).
WITNESS my hand, at office, this day of, ________, 19__.
____________________
NOTARY PUBLIC
My Commission Expires:
______________________
EXHIBIT B
S0FTWARE LICENSE AGREEMENT
Lessee (herein referred to as "Licensee") will acquire under lease certain
Siemens Information and Communication Networks. Inc. (herein after referred to
as "Licensor") products the "Designated Product " (defined below), which
utilizes the "Software Product" in the operation of the Designed Product The
Software Product is furnished pursuant to the following terms and conditions.
1. DEFINITIONS
In addition to definitions contained elsewhere herein, certain terms shall
have meanings as follows:
1.1 "Affiliate"" means any other entity directly or indirectly controlling
or controlled by a party hereto or directly or indirectly controlled
by a parent entity in common with such party. Control means the
ownership of at least fifty (50) percent of the voting rights in such
entity. And as to Licensor, includes the partners compromising it and
their parents, subsidiaries and subsidiaries of such parents.
1.2 "Designated Product" means the equipment provided by Siemens
Information and Communication Networks, Inc. and supplied to Licensee
trader a lease of which this Software License Agreement forms a part
exclusive of equipment included in such lease which Licensee orders or
instructs Siemens or Telecommunications Finance Group to order from
other than Siemens Information and Communication Networks. Inc..
1.3 "Modification" means any change to the Software Product.
1.4 "Modification Grant-Back Rights" means royalty-free, worldwide
non-exclusive rights to make, have made license (including disposition
to an end-user) and use under copyrights to software, patents,
copyrights to Armware and semiconductor mask registration rights in
and to Modifications and to make derivative works with the right to
sub-license to Affiliates (such sublicense to survive any subsequent
termination of the affiliation).
l.5 "Software Product" means the software computer program, including
activated and non-activated features, which is provided for use in the
operation of the Designated Product and which includes the following
materials: (i) a set machine readable computer program instructions
recorded on magnetic tape or other storage media: (ii) a source code
listing of thc data base portion (if any) of the computer program
instructions, augmented by the programmer's annotations: (iii) all
releases, issues or short sequences of computer program instruction
modifications ("patches") furnished by Licensor to the Licensee as a
replacement for, or for the modification of, previously furnished
materials: (iv) all derivative works or Modifications, by whomever
made, of any of the foregoing: and (v) all copies of any of the
forgoing, in whole in part, by whomever made.
1.6 "Licensee Created Software" means software computer programs created
by Licensee using Designated Products.
1.7 "Service Logic Program" means that portion of Software Product created
by Licensor on the graphical service creation environment contained
within an Inventor.
1.8 "Inventor" means a product using Marconi Communications Limited
software in combination with UNIX workstations to create Service Logic
Programs.
2. LICENSE GRANT FOR SOFTWARE PRODUCT
The Licensor grants for as long as License or its authorized assignee uses
the Designated Product in the manner provided below, and the Licensee
accepts an invisible, non-exclusive, personal and non-transferable (except
as provided in Section 2.l) license in each Software Product furnished
hereunder to use for its own internal business purposes the Software
Product, less the non-activated features, only on thc Designated Product
for the sole purpose of operating the Designated Product as a public
telecommunications switching system subject to the following conditions.
2.1 Thc Licensee Agrees: (i) to limit its use of each Software Product
solely to the operation of the Designated Product on which it was
originally installed and no other purpose; (ii) to limit its making of
copies of the Software Product, in whole or in part, to copies
reasonably necessary for the operation of the Designated Product and
for archival purposes and shall make none other; (iii) to reproduce
all proprietary notices, including the copyright notices of thc
Licensor, which appear on or are encoded within thc Software Product
in the form or forms in which the Software Product is received from
thc Licensor, upon all copies, derivative works or other modifications
which the Licensee shall make; (iv) that the Software Product
(physical materials, including all copies by whomever made) shall be
the property of the Licensor; (v) not to do, cause or permit to be
done, anything to activate any of the subsisting non-activated
computer instruction steps therein: (vi) not to, nor attempt to,
decompile or reverse assemble all or any portion of the Software
Product. nor shall it authorize or permit any others to do so; and
vii) that the Software Product is the proprietary material of Licensor
and Licensee shall keep the Software Product confidential, treat it as
it does its own proprietary materials and disclose it only to its
employees that have a need to know and third parties who are needed to
maintain the Designated Product provided such third parties have
agreed in writing to keep the Software Product confidential.
2.2 Licensor reserves to itself the exclusive right to cause thc
subsisting non-enabled program instruction steps to be activated (by
the issuance under this License of a version of Software Product
having the applicable additional computer instruction steps enabled)
pursuant to standard right-to-use software license upgrade fees or, in
thc absence of a standard upgrade fee, for an upgrade fee to be
negotiated
2.3 As an additional fee required hereunder for the Software Product, the
Licensee shall futher pay to the Licensor any state or local taxes,
however designated, levied against and paid by the Licensor, based
upon this transaction or based upon Licensor's or thc Licensee's !
interests in the Software Product, including sales, privilege, use,
personal, property or intangible property taxes, exclusive, however,
of taxes based upon net income.
2.4 Notwithstanding any other provision hereof, in thc event Licensor
develops or makes, or has developed, or made, Modification(s) to the
Software Product which represent, in Licensor's sole judgment, value
added to the Designated Product or which represent an improvement of
performance of thc Designated Product the Licensor reserves the right
to market the Modification(s) as a separate offering requiring payment
of an additional right-to-use fee and which, at the Licensor's option,
may require the Licensee to execute new Software License Agreement.
2.5 The License hereby grants and agrees to grant to the Licensor, to the
extent it lawfully may, Modification Grant-Back Rights related to any
development, whether made by the Licensor. Licensee or agents of the
Licensee, of all or any portion of any Software Product furnished
hereunder pursuant to any request or specifications by the Licensee
for a design different from Licensor's design, and regardless of
whether or not the Licensee has compensated the I.icensor for its
performance of such development, Title to patents, copy- rights, trade
secrets and mask registrations developed by Licensor pursuant to any
request or specification by the Licensee, and regardless of whether
the Licensee has compensated thc Licensor for its performance of such
development, shall vest in Licensor. Licensee, however, shall receive
a royalty free license of the same scope as this Software License
Agreement to the results of development.
2.6 The Licensee shall not merge any Software Product with other software
computer program materials to form a derivative work or otherwise make
Modifications or alter a Software Product in any manner whatsoever.
2.7 The Licensee agrees that any communication or other disclosure of
information it makes to the Licensor related to a
request/specification for any Modification to Licensor's design of the
Software Product shall be made upon a non-confidential basis without
any manner of restriction of the Licensor in its use or dissemination
of received information.
2.8 Thc Licensor or the Licensee shall have the right to terminate this
License in thc event of a breach by the other party which the
breaching party fails to correct within a period of fifteen (15) days
after the receipt of notice thereof from the non-breaching party, or
immediately and without notice in the event that any bankruptcy
arrangement for the benefit or creditors or insolvency proceedings are
commenced by or against the Licensee, or in the event of the
appointment of an assignee for the benefit of creditors or a receiver
of the Licensee or its property. However, in the event at the time the
Licensor shall be entitled to exercise the foregoing right immediately
and without notice terminate this License, and such termination would
cause interruption of service to governmentally franchised telephone
common carrier subscribers, the Licensor agrees in good faith (but
with due regard to thc protection of licensed interests) to provide
its best efforts to cooperate with the enfranchising authority to
avoid disruption of such services. No termination hereunder shall
prejudice any of thc non-breaching party's rights arising prior
thereto or shall limit in any way the other remedies available to the
non-breaching party. Siemens licensors shall be entitled to directly
enforce the provisions of this software license to the extent a breach
relates to such third party software,
2.9 Upon cessation of use of thc Designated Product, the Licensee shall as
instructed by the Licensor, either return the Software Product to the
Licensor or destroy the Software Product.
2.10 Should any obligation of either party under this License be found
illegal or unforceable in any respect, such illegality or
unforceability shall not affect any other provision of this License,
all of which shall remain enforceable in accordance with their terms.
Should any obligations of either party under this License be found
illegal or unenforceable by reason of being excessive in extent or
breadth with respect to duration. scope or subject matter, such
obligations shall be deemed and construed to be reduced to the maximum
duration, to the end that such obligations shall be and remain
enforceable to the maximum extent allowable.
2.11 Any notice or other communication required or permitted to be made or
given hereunder to either party hereto shall be sufficiently made or
given on the date of mailing if sent to such party by certified mail,
return receipt requested, postage prepaid, addressed to it. at its
address set forth in this Agreement.
2.12 The Licensee's rights hereunder are assignable, but only as part of a
transaction in which ownership of the Designated Product is
transferred to an Affiliate of Licensee or as part of a sale or
transfer of substantially all of the assets of Licensee. It is agreed
that as a condition to the exercise of the Licensee's right to assign
this License, the Licensee shall have previously obtained and provided
to Licensor a written assignment in which the assignor identifies and
incorporates by reference this License and intermediate assignments
prior to any physical transfer or Turnover of the Software Product to
such assignee and the assignee agrees to abide by the provisions of
this license.
2.13 The Service Logic Programs may only be used by License to conduct
Licensee's telecommunications business on the fast feature platform
leased hereunder and Licensee shall not install, link or download on
or to any equipment or device other than equipment or devices used
solely in Licensee's business or in any manner provide access to thc
services obtained through the use of Service Logic Programs to other
parties.
3. LICENSE GRANT FOR LICENSEE CREATED SOFTWARE ,.
License hereby assigns all intellectual property rights, including without
limitations, patents and copyrights in Licensee Created Software and
Licensee agrees to execute all documents necessary to legally implement
such assignment. Licensor grants to Licensee a non-exclusive, fully
non-transferable license to use under thc same conditions set forth in
Paragraphs 2.1, 2.8, 2.9, 2.10, 2.11 and 2.12. above Licensee Created '
Software solely in its business and not to be installed, linked or
downloaded on or in any equipment or device other than equipment or device
owned or leased by Licensee or in any manner provide access to the services
obtained through use of Licensee Created Software to others.
4. PATENT OR COPYRIGHT OR TRADEMARK INFRINGEMENT
Licensor agrees, at its expense, to defend and indemnify Licensee in any
suit, claim or proceeding brought against Licensee alleging that Software
Product but not Licensee Created Software licensed hereunder directly
infringes any U.S. Letters Patent, U.S. Copyright or U.S. Trademark,
provided Licensor is promptly notified, given assistance required and
permitted to direct the defense. Further, Licensor agrees to pay any
judgment based on infringement rendered in such suit by final judgment or a
court of last resort, but Licensor shall have, no liability for settlements
or costs incurred without its consent. Should the use of the Software
Product by Licensee be enjoined, or in the event that desires to minimize
its liability hereunder, Licensor may fulfill its obligations hereunder by
either substituting non-infringing equivalent software or modifying the
infringing Software Product or portion thereof so that it no longer
infringes, but remains functionally equivalent or to obtain for Licensee,
at the expense of Licensor, the right to continue use of such Software
Product, or if in the sole judgment of Licensor none of the foregoing is
feasible, Licensor may take back the Software Product and refund to
Licensee the undepreciated amount of any paid-up fee that has been paid to
Licensor. Thc foregoing states the entire liability of Licensor for patent,
copyright or trademark infringement or for any breach of warranty of
non-infringement, express or implied. The foregoing indemnity shall not
apply to any suit, claim or proceedings based upon allegations that a
process or method claim of a patent is infringed, nor to Infringements
arising from modification of the Software Product by anyone other than
Licensor, or to allegations of infringement based on thc combination of the
Software Product with software or products supplied by Licensee or others,
nor to infringements arising from Software Products made to the
specification or design of Licensee, and Licensee agrees to indemnify
Licensor to an extent equivalent to that provided to the Licensee
hereinabove in the event that any suit, claim or proceeding is brought
against Licensor based upon any of the foregoing infringement circumstances
which are excluded from the Licensor's indemnification to thc Licensee.
5. WARRANTY AND DISCLAIMER OF WARRANTY
5.1 Licensor warrants that the Software Products, other than the data base
portion of the Software Product covered by this Agreement, will at thc
time of Turnover, substantially conform to its functional description
in Licensor's technical proposal Licensee's sole remedy Licensor's
sole obligation shall be to deliver any amendments or alterations
required to correct any such non-conforming Software which is found to
be defective within a period of one (1) year after Turnover and which
significantly affects its performance.
5.2 Licensor warrants that the data base portion of the Software Product
covered by this License shall substantially conform to the site
dependent data submitted by Licensee. Licensee's sole remedy and
Licensor's sole obligation shall be to correct any nonconforming data
base which is found to be defective within a period of ninety (90)
days after Turnover.
5.3 The foregoing warranties do not extend to defects or non-conformities
from any cause, including but not limited to, abuse, acts of God,
improper installation, modifications or maintenance (if performed by
other than Licensor) and other defects traceable to Licensee's acts or
omissions; or defects or nonconformities in software, firmware or data
base traceable to Licensee's errors, modifications or system changes.
5.4 There are no warrantees of any kind for Licensee Created Software.
5.5 THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS
OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. BUYER FURTHER
AGREES THAT LICENSOR WILL NOT BE LIABLE FOR ANY LOSS OF DATA OR USE,
LOST PROFITS OR REVENUE, OR FOR ANY CLAIM OR DEMAND AGAINST BUYER BY
ANY OTHER PARTY. IN NO EVENT WILL LICENSOR BE LIABLE FOR CONSEQUENTIAL
DAMAGES, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
6. LIMITATION OR LIABILITY
6.1 LICENSOR SHALL NOT BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL OR
CONSEQUENTIAL DAMAGES OFANY NATURE AND FROM ANY CAUSE, WHETHER BASED
ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF STATUTORY
PROPRIETARY RIGHTS, INCLUDING PATENT, COPYRIGHT OR TRADEMARK (EXCEPT
AS EXPRESSLY PROVIDED IN SECTION 4 ABOVE). OR ANY OTHER LEGAL THEORY,
EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
LICENSEE FURTHER AGREES THAT LICENSOR WILL NOT BE LIABLE FOR ANY LOSS
OF DATA OR USE, LOST PROFITS OR REVENUE, OR FOR ANY CLAIM OR DEMAND
AGAINST I.ICENSEE BY ANY OTHER PARTY.
6.2 LICENSEE ASSUMES SOLE RESPONSIBILITY FOR ENSURING THAT THE BILLING
CENTER CAN CORRECTLY READ CALL RECORDS. LICENSEE'S RESPONSIBILITY
INCLUDES READING DAILY THE AMA FRAME AND/OR POLLING SYSTEM TAPE(S) BY
THE BILLING SYSTEM COMPUTER TO ENSURE ALL TICKET INFORMATION IS
PRESENT, RISK OF LOSS FOR ANY DATA. USE, REVENUE OR PROFIT ASSOCIATED
THEREWITH IS ON LICENSEE.
7. CHOICE OF LAW AND JURISDICTION
The validity, performance and construction of these terms and conditions
shall be governed by the laws of the State of Florida without regard to its
Choice of Law Provisions. Licensee hereby irrevocably consents and agrees
that any legal action, suit or proceeding arising out of or in any way in
connection with this Software License Agreement shall be brought in the
courts of the State of Florida or in the United States court sitting `in
the State of Florida and hereby irrevocably accepts and submits to, for
itself and in respect of its property, generally and unconditionally, the
for thc international Sale of Goods does not apply to the products provided
under this agreement.
8. INTEGRATION
This Software License Agreement constitutes the entire understanding of the
parties hereto and supersedes all previous communications. representations
and understandings between the parties with respect to the subject matter
of this Software License Agreement.
WHEREFORE thc parties hereto manifest their agreement to the terms and
conditions hereinabove, effective on the date first above written, by affixing
hereto the signatures of their respective authorized representatives
hereinbelow.
SIEMENS INFORMATION AND COMMUNICATION HIGHPOINT INTERNATIONAL TELECOM, INC.
NETWORKS, INC. (FORMERLY HIGHPOINT CAPITAL INC.)
(LICENSOR) (LICENSEE)
By:_______________________________ By:___________________________
__________________________________ ______________________________
(Name & Title) (Name & Title)
Date Signed:______________________ Date Signed:__________________
SECRETARY'S CERTIFICATE
I, ____________________ do hereby certify that I am the Secretary of
HIGHPOINT INTERNATIONAL TELECOM, INC. (FORMERLY HIGHPOINT CAPITAL, INC.), a
corporation duly organized and existing under the laws of the State of Nevada
("Corporation"); that I am the keeper of the seal of the corporation and
corporate records, including, without limitation, the Charter, By-Laws and the
minutes of thc meeting of the Board of Directors of the Corporation; that the
following is an accurate and compared transcript of the resolutions contained in
the minute book of the Corporation, which resolutions were duly adopted and
ratified at a meeting of the Board of Directors of the Corporation duly convened
and held in accordance with the By-Laws and Charter of the Corporation on the
____ day of ______,19__, at which time a quorum was present and acted
throughout; and that said resolutions have not in anyway been modified, repealed
or rescinded, but are in full force and effect:
"RESOLVED, that any officer of the Corporation be and is hereby
authorized and empowered in the name and on behalf of this Corporation to
enter into one or more lease agreements with Telecommunications Finance
Group ("hereinafter called "LESSOR") concerning personal property leased to
the Corporation; from time to time to modify, supplement or amend any such
agreements; and to do and perform all other acts and things deemed by such
officer to be necessary, convenient or proper to carry out any of the
foregoing; and be it
FURTHER RESOLVED, that all that any officer shall have done or may do
in the premises is hereby ratified and approved; and be it
FURTHER RESOLVED, that the foregoing resolutions shall remain in full
force and effect until written notice of their amendment or recission shall
have been received by LESSOR and that receipt of such notice shall not
effect any action taken or loans or advances made by LESSOR prior thereto
and LESSOR is authorized to rely upon said resolutions until receipt by it
of written notice of any change; and be it
FURTHER RESOLVED, that the Secretary be and is hereby authorized and
directed to certify to LESSOR that the foregoing resolutions and provisions
thereof are in conformity with the Charter and By-Laws of this
Corporation."
I do further certify that the Lease Agreement entered into by the
Corporation and LESSOR concerning the following items of personal property:
Siemens Information and Communication Networks, Inc. Designated Product plus
Peripheral Equipment
is one of the agreements referred to in said resolutions and was duly executed
pursuant thereto and there are no restrictions imposed by the Charter or By-Laws
of the Corporation restricting the power or authority of the Board of Directors
of the Corporation to adopt the foregoing resolutions or upon the Corporation or
its officers to act in accordance therewith.
I do further certify that the following are names and specimen signatures
of officers of the Corporation empowered and authorized by the above
resolutions, each of which has been duly elected to hold and currently holds the
office of the Corporation set opposite his name:
NAME OFFICE SIGNATURE
---- ------ ---------
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the
Corporation this _______________________ day of ____________,19__.
(SEAL) Secretary of HIGHPOINT INTERNATIONAL TELECOM, INC
(FORMERLY HIGHPOINT CAPITAL, INC.)
STANDARD FORM UNIFORM COMMERCIAL CODE
STATEMENTS OF CONTINUATION PARTIAL RELEASE ASSIGNMENT; ETC FORM UCC3
This STATEMENT is presented to a filing officer pursuant to the Uniform
Commercial Code.
3. Maturity date (if any):
- ----------------------------------------------------------------------------------------------------------------------------
1.Debtor(s) (Last Name First) and adress(es) 2. Secured Party(ies) and adress(es) For Filing Officer (Date, Time and
Filing Office)
ATHENA INTERNATIONAL LTD. TELECOMMUNICATIONS FINANCE GROUP
LIABILITY CO. 400 RINEHART RD
701 POYDRAS ST. 675 ONE SHELL LAKE MARY, FL 32746
NEW ORLEANS, LA 70139 FEIN 13-3591133
FEIN 72-1280590
- -------------------------------------------------------------------------------------
4. This statement refers to original Financing Statement bearing file no 942086285
Filed with STATE OF COLORADO date file 11/21/94 19__
5. / / Continuation The original financing statement between the foregoing Debtor
6. / / Termination and Secured Party, bearing file number shown above, is still effective.
7. / / Assignment Secured Party no longer claims a security interest under the
financing statement bearing file number shown above.
8. / / Amendment The secured party's right under the financing statement bearing
file number shown above to the property described in item 10
have been assigned to the assignee whose name and address appear
in item 10 Financing statement bearing file
number shown above is amended as set forth in item 10
9. / / Release Secured party releases the collateral described in item 10
from the financing statement bearing file number shown above.
- ----------------------------------------------------------------------------------------------------------------------------
10. NEW DEBTOR IS AS FOLLOWS:
HIGHPOINT INTERNATIONAL TELECOMM, INC.
1890 SHORELINE BLVD.
MOUTIN VIEW, CA 94043-1320
THIS DEBTOR ASSUMES ALL RESPOSIBILITY UNDER THIS LEASE AGREEMENT ALONG WITH ORIGINAL DEBTOR.
No. of additional Shares presented.
HIGHPOINT INTERNATIONAL TELECOM, INC. TELECOMMUNICATIONS FINANCE GROUP
- ------------------------------------- ---------------------------------
By: X By: X
------------------------------------------------------------- ------------------------------
Signature(s) of Debtor(s) (necessary only if item 8 is applicable) Signature(s) of Secured Party(ies)
STANDARD FORM - FORM UCC-3
(1)Filing Officer Copy - Alphabetical
STANDARD FORM UNIFORM COMMERCIAL CODE
JULIUS BLUMBERG, INC.NYC, 10019
STATEMENTS OF CONTINUATION PARTIAL RELEASE, ASSIGNMENT, ETC. - FORM UCC-3 '
This STATEMENT is presented to a filing officer for filing pursuant to the Uniform Commercial Code: 3. Maturity date (if any):
- ------------------------------------------------------------------------------------------------------------------------------------
1. Debtor(s) (Last Name First) and address(es) 2. Secured]Party(ies) and address(es) For Filing Officer
ATHENA INTERNATIONAL LTD. TELECOMMUNICATIONS FINANCE GROUP (Date, Time and Filing Office)
LIABILITY CO. 400 RINEHART RD. '
701 POYDRAS ST., 675 ONE SHELL LAKE MARY, FL 32746
NEW ORLEANS, LA 70139 FEIN 13-3591133
FEIN 72-1280590
- -------------------------------------------------------------------------------------------
4.This statement refers to original Financing Statement bearing File No. 36-99471
Filed with PARISH OF ORLEANS, LA Date Filed 10/29/95 19
- ------------------------------------------------------------------------------------------------------------------------------------
5. / / Continuation. The original financing statement between the foregoing Debtor and Secured Party bearing file number shown
above, is still effective.
6. / / Termination. Secured party no longer claims a security interest under the financing statement bearing file number shown
above.
7. / / Assignment. The secured party's right under the financing statement bearing file number shown above to the property
described in Item 10 have been assigned to the assignee whose name and address appears in Item 10.
8. /X/ Amendment. Financing Statement bearing file number shown above is amended as set forth in Item 10.
9. / / Release. Secured Party releases the collateral described in Item 10 from the financing statement bearing file number
shown above.
- ------------------------------------------------------------------------------------------------------------------------------------
10. NEW DEBTOR IS AS FOLLOWS:
HIGHPOINT INTERNATIONAL TELECOM, INC.
1890 SHORELINE BLVD.
MOUNTAIN VIEW, CA 94043-1320
THIS DEBTOR ASSUMES ALL RESPONSIBILITY UNDER THIS LEASE AGREEMENT ALONG WITH
ORIGINAL DEBTOR. No. of additional Sheets presented:
HIGHPOINT INTERNATIONAL TELECOM, INC. TELECOMMUNICATIONS FINANCE GROUP
------------------------------------- --------------------------------
By: X By:
------------------------------------------------------------------ -------------------------------------
Signature(s) of Debtor(s) (necessary only if item 8 is applicable). Signature(s) of Secured Party(ies).
(1) Filing Officer Copyo Alphabetical STANDARD FORM - FORM UCC-3
GUARANTY
Guaranty made this __________ day of _________________, 19__, by Highpoint
Telecommunications, Inc., a Canadian corporation with main offices located at
999 West Hastings St #1030, Vancouver, BC V6C 2W2, herein referred to as
Guarantor, to Telecommunications Finance Group, with offices located at 400
Rinehart Road, Lake Mary, Florida 32746, herein referred to as Obligee.
SECTION ONE
STATEMENT OF GUARANTY
As an inducement to Obligee to consent to the assignment from Athena
International Ltd. Liability Co. dba Athena International, LLC to Advantage to
Highpoint International Telecom, Inc. (formerly Highpoint Capital, Inc.) of a
certain lease dated June 25, 1996 between Athena International Ltd. Liability
Co. dba Athena International, LLC and Obligee, the undersigned Guarantor
irrevocably and unconditionally guarantees payment when due, whether by
acceleration or otherwise, of the lease payments, and in all schedules or leases
now or hereafter entered into with Lessee and all the obligations and
liabilities due under any lease, note or other obligation of Lessee or Lessor,
or its successors or assigns, together with all interest thereon and all
attorneys' fees, costs and expenses, in enforcing any such obligations and
liabilities. The right of recovery against Guarantor under this Guaranty is
unlimited.
SECTION TWO
ACKNOWLEDGEMENT OF ASSIGNMENT OF LEASE
The undersigned Guarantor acknowledges assignment of the lease by Lessor and
consents to such assignment, as well as any future assignments, and specifically
agrees that this Guaranty is and shall be an open and continuing Guaranty and
all obligations and liabilities to which it applies or may apply shall be
conclusively presumed to have been created in reliance hereon and shall continue
in full force and effect, notwithstanding any (a) change in rentals or other
obligations under the lease, (b) renewals, modifications, additions or
extensions thereto or extensions of time to perform any of the obligations
thereunder.
The undersigned Guarantor specifically waives notice of assignment by the Lessor
and waives notices of any such changes, renewals, modifications, additions,
extensions or of any default by the Lessee.
The undersigned Guarantor further agrees and consents to any assignment of this
Guaranty, in which event it shall endure to the benefit of any such Assignee
with the same force and effect as though the Assignee was specifically named
herein, and waives any notice of any such assignment.
SECTION THREE
EFFECT OF INVALIDITY
No invalidity, irregularity or unenforceability of all or part of the
obligations and liabilities hereby guaranteed or of any security therefore shall
affect, impair or be a defense to this Guaranty. This Guaranty is a primary
obligation of thc undersigned Guarantor.
SECTION FOUR GOVERNING LAW
This instrument shall be deemed to have been made in the County of Seminole,
State of Florida, and shall be interpreted in accordance with the laws of the
State of Florida.
As part of the consideration for the assignment of the lease, the undersigned
Guarantor agrees that any and all actions or proceedings arising directly or
indirectly from this Guaranty shall be litigated in courts having a situs within
the State of Florida.
The undersigned Guarantor consents to the jurisdiction of any local, state, or
federal court located within the State of' Florida, and waives personal service
of any and all process, and consents that all such service of process may be
made by certified or registered mail, return receipt requested, directed to the
undersigned at the address first stated above.
SECTION FIVE
BINDING EFFECT
This Guaranty shall bind the respective heirs, executors, administrators,
successors, and assigns of the undersigned Guarantor.
In witness whereof, Guarantor has executed this Guaranty at the day and year
first above written.
HIGHPOINT TELECOMMUNICATIONS, INC.
By:_________________________
_____________________________
(Name and Title)
Date Signed:_________________
SIEMENS
Stromberg-Carlson
MAINTENANCE SERVICE PLAN (MSP) AGREEMENT
Siemens Stromberg-Carlson Effective Date: November 1, 1996
----------------
400 Rinehart Road Initial Annual
Lake Mary, Florida 32746 Charge:$ 10,167.00
----------------
Telephone 407 942-5611
Customer
Company Athena International
-------------------------------------
Address 910 15th Street Suite 640
-------------------------------------
City Denver
-------------------------------------
State CO Zip 80202
-------------------------- -----
Siemens Stromberg-Carlson (hereafter referred to as "SSC" ) agrees to service
the equipment listed in the attached Schedule A (hereafter referred to as
"Equipment" ) subject to the terms and conditions set forth herein and on the
reverse side hereof. The service applicable to each unit of Equipment is
indicated in Schedule A.
DESCRIPTION OF SERVICES: The nature and scope of the services to be furnished by
SSC hereunder shall be as follows:
A. BASE MSP - (i) The isolation of hardware/software anomalies which
inhibit the normal operation of the DCO and related subsystems. This
includes SCAT diagnostic assistance confined to the DCO, or any remote
subsystem attached to the DCO; (ii) The maintenance of Database
integrity; (iii) The resolution of routing errors, including routing
errors introduced into the switch by Customer personnel during routine
traffic and service order adjustments; (iv) Diagnosing system
deviations detected by Alarm and Reporting subsystems or other
mechanisms. This includes diagnosis of subscriber complaints of
system/feature trouble not reported by DCO diagnostics; (v) The
incorporation of Generic Updates, when necessary, within the same
Release. If resolution to a reported problem indicates an available
software patch is required, the system will be brought to the latest
patch level within the Generic Release; and (vi) Telephone diagnostic
support during natural disasters or other emergency conditions.
B. MSP PLUS 25 - If the MSP PLUS 25 Service is indicated in Schedule A
for any unit(s) of Equipment, then in addition to the forgoing
services, SSC shall provide for such unit(s) of Equipment (i)
bi-annual remote updates to the latest patch level within the current
release; and (ii) Database additions not to exceed (25) hours EF&I per
year within the existing memory configuration.
CUSTOMER ACKNOWLEDGES HAVING READ THE FOREGOING, THE REVERSE SIDE HEREOF, AND
THE SCHEDULES ANNEXED HERETO, AND AGREES TO BE BOUND THEREBY.
Athena International Siemens Stromberg-Carlson
- ----------------------------------
CUSOMER
/s/ Michael T. Landers /s/ [Illegible]
- ---------------------------------- ------------------------------
12/23/96 12/18/96
- ---------------------------------- -------------------------------
Date Date
SCHEDULE A
To Maintenance Service Plan (MSP) Agreement
between Siemens Stromberg-Carlson
and Athena International(Customer)
- ----------------------------------------------------------------------------------------------
EQUIPMENT SCOPE OF SERVICES
EQUIPMENT LOCATION TYPE (1) # LINES #TRUNKS/PORTS BASE MSP (2)* MSP PLUS 25(3)*
- ----------------------------------------------------------------------------------------------
Denver, CO OCC 0 4608 X X
NOTES:
* Indicate with an X.
1) If equipment is RNS, RLG or RLS, the associated host office must also be
listed.
2) BASE MSP must be indicated for all fisted equipment
3) If MSP PLUS 25 is indicated for any equipment which is an element of a
larger network then it must also be indicated for the entire network,
including the host and all subsystems dependent upon such host.
Please Return signed MSP to:
Siemens Stromberg Carlson
Attn: Jamie Sims MZ/17B
400 Rinehart Road
Lake Mary, FL 32746
SIEMENS
MAINTENANCE SERVICE PLAN (MSP) AGREEMENT
Siemens Telecom Networks Effective Date: November 1, 1997
----------------
400 Rinehart Road Initial Annual
Lake Mary, Florida 32746 Charges:$ 1018%.00
----------------
Telephone 407 942-5811
------------
Customer
Company Athens International
-------------------------------
Address 9100 15th Street Suite 840
-------------------------------
City Denver
-------------------------------
State CO Zip 80202
---------------- ------
Siemens Telecom Networks (thereafter referred to as STN) agrees to service the
equipment listed in the attached SCHEDULE A (thereafter referred to as
Equipment) subject to the terms and conditions set forth herein and on the
reverse side hereof. The service applicable to each unit of Equipment is
indicated in SCHEDULE A.
DESCRIPTION OF SERVICES: The nature and scope of the services to be furnished by
STN hereunder shall be as follows:
A. BASE MSP - (i) The isolation of hardware/software anomalies which
inhibit the normal operation of the DCO and related subsystems. This
includes SCAT diagnostic assistance confined to the DCO, or any remote
subsystem attached to the DCO; (ii) The maintenance of database
integrity; (iii) The resolution of routing errors introduced into the
switch by Customer Personnel during routine traffic and service order
adjustments; (iv) Diagnosing system deviations detected by alarm and
reporting subsystems or other mechanisms. This includes diagnosis of
subscriber complaints of system/feature trouble not reported by DCO
diagnostics. (v) The incorporation of Generic Updates, when necessary
within the same release. If resolution to a reported problem indicates
an available software patch is required the system will be brought to
the latest patch level within the Generic Release; and (vi) Telephone
diagnostic support during natural disasters or other emergency
conditions.
B. MSP PLUS 25 - If the MSP PLUS 25 service is indicated in Schedule A
for any unit(s) of Equipment, then in addition to the forgoing
services, STN shall provide for such unit(s) of Equipment. (i)
Bi-annual remote updates to the latest patch level within the current
release, and (ii) Database additions not to exceed (25) hours EFOI per
year within the existing memory configuration.
CUSTOMER ACKNOWLEDGES HAVING READ THE FOREGOING, THE REVERS SIDE HEREOF, AND
THE SCHEDULES ANNEXED HERETO, AND AGREES TO BE BOUND THEREBY.
ATHENA INTERNATIONAL SIEMENS TELECOM NETWORKS
- ----------------------------------
Customer
/s/ (MILA SCOTT) /s/ (JAMES L SCOTT)
- ---------------------------------- ------------------------------
By (Signature) By (Signature)
11/20/1994 11/07/1997
- ---------------------------------- ------------------------------
Date Date
1. TERM: This Agreement shall commence on the Effective Date set forth above
and shall be effective for one (1) year. This agreement shall be
satisfactorily renewed from year to year thereafter up to a maximum term of
five (5) years from the effective date set forth above, unless cancelled by
either party in writing prior to sixty (60) days before the expiration of
annual term. When so renewed, the charge will be STN's then current rate
2. FORCE MAJEURE: The foregoing services will be rendered as provided above
unless prevented by causes beyond STN's reasonable control. STN shall not
be liable for any loss or damage due to failures or delays arising out of
any such causes, and no such failure or delay shall entitle Customer to
terminate this agreement.
3. EXCLUSIONS FROM COVERAGE: Examples of Services not provided by STN are any
services necessitated by, or of the type described in any of the following:
(i) on site labor or material for any reason, (ii) neglect or misuse of the
Equipment by Customer or others: (iv) Customer's failure to provide
suitable Equipment environment as required in the Equipment specifications;
or (v) the use by the Customer or any third party of the Equipment in
combination with any other approves as to such combined use of Customer of
any term of the Equipment in a manner not intended by the parties hereto or
sponsored by STN. The above exclusions are not an _ exclusions.
4. PAYMENT: For the period of this Agreement Customer agrees to pay the
initial charge set forth above, plus applicable taxes. For each term of
this agreement the charge shall be at STN's then current rate plus
applicable taxes. All charges hereunder are stated and shall be payable in
US dollars at STN's address appearing above or as STN may designate.
Customers shall make all such payments to STN in advance, not later then
thirty (30) days prior to the commencement of each term of this agreement.
Any labor that is provided by STN in excess of that specified in the
DESCRIPTION OF SERVICES section of this Agreement, shall be charged to
Customer at STN's then current commercial prices therefore, and Customer
agrees to pay all such invoices promptly when rendered. All parts and
materials are in addition to the prices contained herein and shall be
charged at STN's then current commercial prices.
5. ASSIGNMENT: This agreement may not be interfered or assigned to any third
party without the express written consent of STN, STN may subcontract any
portion of its obligations hereunder.
6. WARRANTY LIMITATION: STN warrants that the services performed hereunder
will generality conform to industry standards. In the event of any breach
of warranty, STN's sole obligation shall be in the re-perform the
non-conforming services. THE WARRANTY AND REMEDY STATED HEREIN ARE
EXCLUSIVE AND NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PURPOSE, SHALL APPLY. In so
event will be STN be liable for lost profits, lost revenues, indirect
accidental or consequential damages even if STN has been advised of the
possibility of such damages.
7. PERFORMANCE: IN THE EVENT OF MATERIAL BREACH, EITHER PARTY MAY CANCEL THIS
AGREEMENT, THIS BEING THE EXCLUSIVE REMEDY AVAILABLE. STN SHALL IN NO EVENT
BE LIABLE FOR LOST REVENUE, LOST PROFITS OR FOR SPECIAL INCIDENTAL OR
CONSEQUENTIAL DAMAGES FOR LOSS, DAMAGE OR EXPENSE DIRECTLY OR INDIRECTLY
ARISING FROM CUSTOMERS INABILITY TO USE EQUIPMENT EITHER SEPERATELY OR IN
COMBINATION WITH ANY OTHER EQUIPMENT, OR FROM ANY OTHER CAUSE.
8. SERVICES BY OTHER: Any maintenance or service work performed on the
equipment by others during this period of this Agreement without prior
written consent of STN shall, at the option of STN, cause this agreement to
become null and void.
9. JURISDICTION: Customer hereby irrevocably consents and agrees that any
legal action, suit or proceeding arising out of or in any way in connection
with this agreement shall be _ or brought in by the courts of the State of
Florida of the United States court _ in the State of Florida and by
execution of this agreement hereby irrevocably accepts and admits to, for
itself and in respect of its property, generality and unconditionally, the
Jurisdiction of any such court and to all proceedings in such court.
10. SOFTWARE: Any software provided by STN for any Engineer under this
agreement shall be subject to the terms and provisions of the Software
License applicable to such Equipment.
11. ENTIRE AGREEMENT: The provisions contained in this agreement, including the
attached schedule A, when approved, accepted and executed at STN's home
office, constitute this entire Agreement between STN and Customer with
regard to this subject_ any alterations or modifications hereto must be in
writing, reference this Agreement, and be executed by STN and the Customer.
SCHEDULE A
To Maintenance Service Plan (MSP) Agreement
Between Siemens Telecom Networks
And Athena International (Customer)
- ----------------------------------------------------------------------------------------------
EQUIPMENT SCOPE OF SERVICES
EQUIPMENT LOCATION TYPE (1) # LINES #TRUNKS/PORTS BASE MSP (2)* MSP PLUS 25(3)*
- ----------------------------------------------------------------------------------------------
Denver, CO OCC 0 4608 X X
*Indicate with an X
(1) If equipment is RNS, RLG or RLS, the associated host office must also be
listed.
(2) BASE MSP must be indicated for all listed equipment.
(3) If MSP PLUS 25 is indicated for any equipment which is an element of a
larger network, then it must also be indicated for the entire network,
including the host and all subsystems dependent upon such host.
ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC
SITE: LOS ANGELES, CALIFORNIA
LEASE PAYMENTS
ADDENDUM TO LEASE AGREEMENT DATED October 31, 1996 BETWEEN
TELECOMMUNICATIONS FINANCE GROUP AND
ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC
EFFECTIVE JUNE 1, 1997 (60 MONTHLY LEASE PAYMENTS)
- --------------------------------------------------
ORIGINAL VALUE OF EQUIPMENT $370,908.98
RATE FACTOR PER $1,000 $21.993
ORIGINAL MONTHLY LEASE PAYMENT $8,157.40
EFFECTIVE JULY 1, 1997 (59 MONTHLY LEASE PAYMENTS REMAINING)
- ------------------------------------------------------------
ADDITION I $298, 421.49
RATE FACTORS PER $1,000 $21.771
ADDITION I MONTHLY LEASE PAYMENT $6, 496.93
TOTAL MONTHLY LEASE PAYMENT $14, 654.33
EFFECTIVE OCTOBER 1, 1997 (56 MONTHLY LEASE PAYMENTS REMAINING)
- ---------------------------------------------------------------
ADDITION II $185, 473.75
RATE FACTOR PER $1,000 $22.664
ADDITION II MONTHLY LEASE PAYMENT $4, 203.58
TOTAL MONTHLY LEASE PAYMENT $18, 857.91
EFFECTIVE DECEMBER 2, 1997, THE LEASE TERM IS EXTENDED FROM 60 TO 63 MONTHS
EFFECTIVE JANUARY 1, 1998 (56 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION III $22, 777.76
LEASE PAYMENTS ARE AS FOLLOWS:
01/01/98 - 08/01/98 $ -0-
04/01/98 - 08/01/2002 $19,401.61
TOTAL VALUE OF EQUIPMENT $877,581.98
SUMMARY OF TOTAL LEASE PAYMENTS:
1 @ $8,157.40 = $8,157.40
3 @ $14, 654.33 = $43,962.99
3 @ $18, 857.91 = $56, 573.73
3 @ $ -0- = $ -0-
53 @ $19,401.61 = $1,028,285.33
- -- -------------
63 $1,136,979.45
ACCEPTED BY: /s/ Kevin H. Pollard
--------------------
DATE: March 3, 1998
--------------------
AMENDMENT TO LEASE AGREEMENT DATED October 31, 1996 BETWEEN
TELECOMMUNICATIONS FINANCE GROUP AND
ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL LLC
FOR EQUIPMENT INSTALLED IN LOS ANGELES, CALIFORNIA
Effective December 2, 1997, the following sections of said Lease Agreement are
amended as follows:
1. Section 3:
----------
The term of the lease changed from sixty (60) months to sixty-three
(63) months.
2. Section 5(a):
-------------
The number of consecutive monthly installments of rent for the
Equipment is changed from sixty (60) months to sixty-three (63)
months.
/s/ Kevin H. Pollard
TELECOMMUNICATIONS FINANCE GROUP ATHENA INTERNATIONAL LTD. LIABILTY CO.
DBA ATHENA INTERNATIONAL, LLC
By: By: Kevinb H. Pollard
-------------------------- ------------------------
President & CEO
- ----------------------------- --------------------------
Authorized Representative (Name & Title)
Date Signed: Date Signed: March 2, 1998
------------------ -------------
SCHEDULE I OF EXHIBIT A
(CERTIFICATE OF DELIVERY AND ACCEPTANCE)
EQUIPMENT DESCRIPTION
The items of personal property to be leased pursuant to this Lease Agreement,
dated as of October 31, 1996 between TELECOMMUNICATIONS FINANCE GROUP, as
Lessor, and ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL,
LLC, as Lessee, are described below and in the attached equipment list(s):
Equipment List
- --------------
Number Description Amount
- ------ ----------- ------
DCO-681161 USED 1152 PORT EQUIPPED AND WIRED S368,950.00
RELEASE 12.1; BASIC SS-7 WITH 800
PORTABILITY; SS-7 SPARES; POWER SYSTEM;
UPGRADE TO RELEASE 14.0; DE-INSTALL AT
CALGARY, PACK; RGL EXPANSION
INCLUDING INSTALLATION
FREIGHT 1,958.98
TFG-97245 ADDITION I 298,421.49
TFG.97278 ADDITION II 185,473.75
FG.98016 ADDITION III 22,777.76
---------
TOTAL $877,581.98
----- ===========
The above described equipment installed at:
800 West Sixth Street, Los Angeles. California 90017
ACCEPTED BY: /s/ Keven H. Pollard
--------------------
DATE: March 2, 1998
--------------------
Dated: October 31, 1996
Revised: June 2, 1997
Revised: August 29, 1997
Revised: February 26, 1998
EQUIPMENT LIST # TFG-98016 DATED February 26, 1998
COMPANY: ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC
SITE LOCATION: LOS ANGELES, CALIFORNIA
ADDITION: III
PART NO./DESCRIPTION QUANTITY AMOUNT
STN
RESTRUCTURE CHARGES $22,777.76
----------
TOTAL $22,777.76
----- ==========
EQUIPMENT LIST # TFG-97278 DATED: August 29, 1997
COMPANY: ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA
INTERNATIONAL, LLC
SITE LOCATION: LOS ANGELES, CALIFORNIA
ADDITION: II
PART NO./DESCRIPTION QUANTITY AMOUNT
- -------------------- -------- ------
SS-C
----
DTF-02 960 PORT ADDITION WITH ISDN,
PER DCO-710014, ISSUE 2, DATED 06/24/97;
ISDN TRANSPORT SOFTWARE; SERVICE
CUA WITH BASICS; ISDN SPARE PWBAS;
DIU PWBA (2) INCLUDING INSTALLATION
(S.O.#071568) AS FOLLOWS:
MATERIAL 1 LOT $89,242.00
SOFTWARE 1 LOT 10,000.00
INSTALLATION 11,340.00
FREIGHT 3,774.75
REAL TIME ANI FEATURE #823435 (S.O.#071804)
AS FOLLOWS:
SOFTWARE RTU 1 LOT 26,667.00
ONE FAIR OF A-LINKS FEATURE #003069
(S.O.#072727) AS FOLLOWS:
SOFTWARE 1 LOT 6,895.00
SCAT 330.00
RELEASE 15.0 UPGRADE PER DCO-710024,
ISSUE 1, DATED 04/08/97 (S.O.#072810)
AS FOLLOWS:
MATERIAL 1 LOT 25,000.00
INSTALLATION 5,000.00
ONE A LINK PAIR (S.0.#073211) AS FOLLOWS:
SOFTWARE 1 LOT 6,895.00
SCAT 330.00
TOTAL $185,473.75
===== ===========
TFGLA206-5.WPT
SIEMENS
Stromberg-Carlson
Installation Site: Los Angeles, CA
PART NUMBER DESCRIPTION QTY
----------- ----------- ---
ITEM 01
CMF-00 CCS-02
822068--812 Diag. Grading Panel 1
822003-596A PWBA, (2W)SI HDI 4
822002-526 PWBA, TSI PGH I/F 4
207800-482 Cable Assembly (TSI/PGH) 4
822005-548A PWBA, (2W) TPPO HOI 2
822008-588A PWBA, TPP1 2
822017-556A PWBA, TPP2 2
817577-SCCA MG Basic OTF Assembly 1
817577-901A MG, DS1 HOST CUA 5
817577-902A MG, Basics PWBAS DS1 CUA 5
207600-225A Frame Weldment 1
207800-079A Pkg Assy Front Door Mtg Hardware 1
207800-080A Pk9 Assy Rear Door Mtg Hardware 1
207800-158A Door Assembly, Right I/O 2
207600-159A Door Assembly, Left I/O 2
817577-92D Cable Tie Assy 6
817560-626A PWBA, (2W) TIF 40
817577-917A MF Fan Assy w/Alarm 1
SIEMENS
Stromberg-Carlson
Installation Site: Las Angeles, CA
PART NUMBER DESCRIPTION QTY
----------- ----------- ---
ITEM 01 (Cont.)
OTF - 02(cont.)
817743-516 CUA, OIU 1
207800-539 Package Assy. DIU Mtg 1
817564-046 PWBA (2W) DS-1 Power Supply 2
817744-026 PWBA Div Terminator 2
207630-042 Shield Assembly 1
817742-538 PWBA (2w) O1U 2
PRT-00
817578-938 Mod Group, Circuit Breaker 2
Miscellaneous
DSX-DR19 Cross Connect Panel 2
DOC-ADD Additions Documentation 1
ITEM 01A
ISDN Transport
827010 ISDN Transport 1
SIEMENS
Stromberg-Carlson
Installation Site: Los Angeles, CA
PART NUMBER DESCRIPTION QTY
----------- ----------- ---
ITEM 02
LTR-00
814574-992 MG Service Circuit CUA 1
814574-995 PWBA Mod Group Basic PWBA 1
207800-720 PWBA Guide 1
814742-536 PWBA, DTMF REC 5
814742-578 PWBA. (1W) DTMF REC FOE 3
814571-786 FWBA (1W) Receiver/VACT/EVACT - TMF REC 3
814885-556 PWBA (1W) DTMF Dig. Sender 2
814572-575 PWBA (1W) Dig. Sender TMF 2
NOTE: Requirements for additional Service Circuits are based upon SS7 usage in
the office This OUA could mount in LTF-00 CUA poso. 01
ITEM 03
817564-046 PWBA (2W) DS-1 Power Supply 1
817744-025 PWBA, Div Terminator 1
207630-042 Shield Assembly 1
ITEM 04
817742-536 PWBA (2W) DIU 1
EQUIPMENT LIST # TFG-97245 DATED: June 2, 1997
COMPANY: ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA. ATHENA INTERNATIONAL, LLC
SITE LOCATION: LOS ANGELES, CALIFORNIA
ADDITION: 1
PART NO./DESCRIPTION QUANTITY AMOUNT
- --------------------- -------- ------
SS-C
- ----
A FULLY EQUIPPED DTF-02 FRAME
(1152 PORTS) PER DCO-681162, ISSUE
1, DATED 09/17/96 (S.O.#071175) AS
FOLLOWS:
MATERIAL 1 LOT $72,307.00
INSTALLATION 10,200.00
FREIGHT 24.05
765 AMP HOUR BATTERY PART #4-DAV85-19
WITH 1200 AMP HOUR CHARGER PER DCO-
710000, ISSUE 01, DATED 10/28/96; 2 EJH
PROCESSORS; 1 SPARE EJH PROCESSOR;
200 AMP DISTRIBUTION PANEL WITH BUS
BAR, CABLES AND 10-10 AMP BREAKERS
(S.O.#071800) AS FOLLOWS:
MATERIAL 1 LOT 52,773.00
INSTALLATION 12,200.00
FREIGHT 895.48
A HENDRY FUSE PANEL PER DCO-710009,
ISSUE 02, DATED 12/06/96 (S.O.#071983)
AS FOLLOWS:
MATERIAL 1 LOT 1,732.00
INSTALLATION 2,200.00
FREIGHT 78.50
THIRD PARTY VENDOR- ACTION TELCOM
PRIMARY SYSTEM; SECONDARY SYSTEM; AVAS
SYSTEM; TCP/P PACKAGE; NETPLAN PACKAGE;
REMOTE COMMUNICATIONS PACKAGE; BASIC
AGGRAGATOR PACKAGE; INSTALLATION;
TRAINING (SEE ATTACHED EQUIPMENT LIST) 1 LOT 111,650.00
THIRD PARTY VENDOR TELLABS
81.2571/32MS T1 ECHO CANCELLER 8 17,655.00
FREIGHT 8.58
81.0257D/23" ECHO CANC MTG ASSY 1 836.00
FREIGHT 11.88
THIRD PARTY VENDOR- TTC
EQUIPMENT AS FOLLOWS: 1 LOT 15,807.00
CENTRAL OFFICE TESTING PKG, S/N 10347 1
RACK MOUNT, 19", 1402 1
RACK MOUNT (19") FOR 41934 1
CABLE BANTAM TO BANTAM 10' 4
FREIGHT 43.00
-----
TOTAL $298,421.49
===== ===========
PART NUMBER DESCRIPTION QTY
----------- ----------- ---
ITEM 01
DTF-01
817577-900 Frame M/G 1
817577-901 MG, DS-1 Host CUA 6
817557-902 MG, DS-1 Basic PWBA's 6
207600-225 Frame Weldment 1
207800-079 Package Assembly Front Door Mtg Hdw 1
207800-080 Package Assembly Rear Door Mtg Hdw 1
207600-158 Door Assembly, Right I/O 2
207600-159 Door Assembly, Left l/0 2
207600-721 PWBA Guide 6
817560-606 PWBA, T1 Interface 48
817577-917 MG Blower w/Fan Alarm, Base 1
CMF-00, CCS-01
822068-811 Diag. Grading Panel 1
822003-596A PWBA, (2W) TSI HDI 4
822002-526 PWBA, TSI PGH I/F 4
207800-482 Cable Assembly (TSI/PGH) 4
822005-546A PWBA, (2W) TPPO HDI 2
822006-566A PWBA, TPP1 (For Addition) 2
822017-566A PWBA, TPp2 (For Addition) 2
1
STROMBERG-CARLSON
INSTALLATION SITE: LOS ANGELES, CA
PART NUMBER DESCRIPTION QTY
----------- ----------- ---
ITEM 01 (Cont.)
PRT-00
------
817576-938 Mod Group, Circuit Breaker 2
Miscellaneous
-------------
DSX-DR19 Cross Connect Panel 2
DOC-ADD Additions Documentation 1
2
PART NUMBER DESCRIPTION QTY
----------- ----------- ---
ITEM 01
Miscellaneous
-------------
203352-600 OEM Equipment, Fuse Panel 1
020785-086 100' Red Power Cable 1
020785-065 100' Black Power Cable 1
Documentation
-------------
DOC-ADD Additions Documentation 1
NOTE: The ADC Cross Connect Panel and Hendry Fuse Panel must be ordered
for 23" mounting.
2
- --------------------------------------------------------------------------------
>>>>> EQUIPMENT LIST AND WARRANTY INFORMATION ON NAMS SALE <<<<<
- --------------------------------------------------------------------------------
CUSTOMER: ATHENA PROJECT CODE: 9205
BUSINESS OFFICE ADDRESS:
BUSINESS OFFICE PHONE#: VOICE: ( ) FAX: ( )
SITE LOCATION: Los Angeles
SITE ADDRESS: 800 W. 11th St. Ste 380, Los Angeles, CA, 10017
SITE PHONE#: VOICE: (213) 622-4977 FAX: ( ) NAMS: ( )
SWITCH TECH: Wayne Carey
SYSTEM NAME:
PURCHASE DATE: STARTUP DATE: WARRANTY. END DATE:
PRIMARY SYSTEM EQUIPMENT: Name: Password:
- --------------------------------------------------------------------------------------------------
Key Make Model # Serial # I/O IRQ ADDR STK
- --------------------------------------------------------------------------------------------------
PC ACER 9000 P/N 91AA984003 1900047309
KB ACER PS2 6311-k K6367171828P
MON ACER 34T UVGA 7134T M3TP64711536
VC AII Built In MacH64 215CT22200 9
HDC Adaptec Built In AIC-7880P 722511 8400 11
HDC MYLEX DAC960PL 982139 8000 10 PCISLOT-1
HD IBM 4gig Channel-1 74G7005 M1AG3B59925 mdac id-0 Tray-1 F/W
HD IBM-4gig Channel-2 DCAS-34330 B3A14326 mdac id=0 Tray-5-F/W
HD IBM 4gig Channel-2 DCAS-34330 B3A14421 mdac-id=1 Tray-6-F/W
FD Mitsumi (1.44) D359T5 3542754 3f2 6
TD Tandberg TDC-4222 42223862 alad-id=2 5-gig
SL1 Digi Host Ad. 095257155 F0000000
SL1 Digi Conc. (1P) 50000585 (S)E7702756 16-port DB-25
X25 SWG SGX 011311 300 15 D0000
PRN Epson LP-870 40U1119747 3bc 7 /dev/1p0
NET 3COM 3C590 6GF14D2S6E 7000 ........14 PCISLOT-3
SER ACER Built In com1 3f8 4
SER ACER Built In com2 3be 3
CD NEC CDR-222 5Z000214322 mdac id-5
DIA AVAS D/21D CG030890 5 D2000
P/S DELTA DPS-350EB Y2613001392 352-watts
I/P ADDRESS= 206.142.142.97
MEMORY= 64 meg
SPEED= 166 mhz
SOFTWARE:
- ------------------------------------------------------------------------------------------
Key Make License License License Registration
Number Code Data Key
- ------------------------------------------------------------------------------------------
OS SCO OpenServer 2DL091048 qwncovwn ezwzckaosk
Enterprise Sys
- ------------------------------------------------------------------------------------------
OS SCO Advanced 2DL090568 qonorjmn k0:ul:mpyb07k hhosbhoebh
File & Print
- ------------------------------------------------------------------------------------------
OS SCO OpenServerI 2DL083104 qbwdzhfc g0;k;u10;msml ezwzckaosk
User License f48
- ------------------------------------------------------------------------------------------
SOFTWARE:
- ------------------------------------------------------------------------------------------
Key Make Serial # Activation Key # Version
- ------------------------------------------------------------------------------------------
NAMS ATC NAMS II
X25 Netcom II net26414 D094339ff 4.5.4
COMM Term CSU152134U3 gbldbich 6.2
DB Foxpro 2.60
- ------------------------------------------------------------------------------------------
SECONDARY SYSTEM EQUIPMENT: Name: Password:
- ------------------------------------------------------------------------------------------
Key Make Model # Serial # I/O IRQ ADDR STK
- ------------------------------------------------------------------------------------------
PC ACER 2133 1900054811
KB ACER 6311-K K6367031462P
MON ACER 7134T M3TP64712500
VC Built In
HDC Adaptec Built In 7400 11
HD IBM 2-gig DAC32160 l1546H6125Z1M000001585 id=0
FD Mitsumi (1.44) D359T5 6K17MT0652 3f2 6
TD Tandberg 4220 4226686
X25 SWG SGX D01307 300 15 D0000
NET 3COM 3C590 6GF1657997 7000 14
PRN 7 /dev/1po
SER ACER Built In coml 3f8 4
SER ACER Built In com2 2f8 3
- ------------------------------------------------------------------------------------------
I/P ADDRESS= 206.142.142.96
MEMORY= 16 meg
SPEED= 133 mhz
SOFTWARE :
- ------------------------------------------------------------------------------------------
Key Make License License License Registration
Number Code Data Key
- ------------------------------------------------------------------------------------------
OS SCO OpenServer 2DL085640 kybwynit xzxzeqhghj
Enterprise Sys
- ------------------------------------------------------------------------------------------
OS SCO Advanced 2DL085160 gwrqfgor k0;ul;mp8anw4 gttttqqobj
File & Print
- ------------------------------------------------------------------------------------------
OS SCO OpenServer 2DL089298 qbwdzhkx g0;k;u10;m14p qbhqqaakjj
User License zdx
- ------------------------------------------------------------------------------------------
SOFTWARE:
- ------------------------------------------------------------------------------------------
Key Make Serial # Activation Key # Version
- ------------------------------------------------------------------------------------------
NAMS ATC NAMS II
X25 Netcom II net26410 N901208fc 4.5.4
COMM Term CSU151463U3 nghehjak 6.2
- ------------------------------------------------------------------------------------------
COMMUNICATIONS EQUIPMENT:
- ------------------------------------------------------------------------------------------
Key Make Model # Serial #
- ------------------------------------------------------------------------------------------
DSU DDC VRT-1 (Stat-Mux) 628439 (switch) ....
DSU DDC VRT-1 (Stat-Mux) 628444 (billing office)
EASY BRIDGE 3000 9604AF6222 (SWITCH)
EASY BRODGE 3000 9606AF7075 (BILLING OFFICE)
Modem Multitec MT1932ZDX (Primary) 4797703
Modem Multitec MT1932ZDX (Secondary) 4724938
Athena International LTD Liability Co.
dba Athena International, LLC
SITE: Denver, Colorado
LEASE PAYMENTS
ADDENDUM TO LEASE AGREEMENT DATED July 25, 1994 BETWEEN .
TELECOMMUNICATIONS FINANCE GROUP AND Athena International Ltd. Liability Co. dba Athena
International, LLC
EFFECTIVE FEBRUARY 1, 1995 (60 MONTHLY LEASE PAYMENT)
ORIGINAL VALUE OF EQUIPMENT $314,252.00
RATE FACTOR PER $1,000 $ 21,993
ORIGINAL MONTHLY LEASE PAYMENT $ 6,911.34
ADDITION I $181,250.64
RATE FACTOR Per $1,000 $ 23,408
ADDITION I MONTHLY LEASE PAYMENT $ 4,242.71
TOTAL MONTHLY LEASE PAYMENT $11,154.05
EFFECTIVE SEPTEMBER 1, 1996 (41 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION II $164,516.10
RATE FACTOR PER $1,000 $ 29,610
ADDITION II MONTHLY LEASE PAYMENT $ 4,871.32
TOTAL MONTHLY LEASE PAYMENT $ 16,023.37
EFFECTIVE JANUARY 1, 1997 (37 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION III $264,356.65
RATE FACTOR PER S1,000 $ 32,229
ADDITION III MONTHLY LEASE PAYMENT $ 8,519.95
TOTAL MONTHLY LEASE PAYMENT $24,545.32
EFFECTIVE FEBRUARY 1, 1997 (36 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION IV $ 68,015.31
RATE FACTOR PER $ 1,000 $ 32,976
ADDITION IV MONTHLY LEASE PAYMENT $ 2,242.87
TOTAL MONTHLY LEASE PAYMENT $26,788.19
EFFECTIVE APRIL 1, 1997 (34 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION V S 63,595.58
RATE FACTOR PER S1,000 $ 34,603
ADDITION V MONTHLY LEASE PAYMENT $ 2,200.60
TOTAL MONTHI.Y LEASE PAYMENT $29,988.79
EFFECTIVE MAY 1, 1997 (33 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION VI $ 87,896.85
RATE FACTOR PER $ 1,000 $ 35,020
ADDITION VI MONTHLY LEASE PAYMENT $ 3,078.15
TOTAL MONTHLY LEASE PAYMENT $32,066.94
SIEMENS
STROMBERG-CARLSON
Installation Site: Los Angeles, CA
ITEM 01
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
Switching Equipment
Line Trunk Frame (LTF)
OCCSLTFFRM Line Trunk Frame 1
814742-566 Diagnostic Test Gen/Monitor 1
LTFDOORS LTF Doors, Front & Rear 1
LINGRPCUA Line Group CUA (LTF) 1
SLTFUTSCUA Trk/Svc Ckt CUA Grp 1
SLTFUSCUA Svc Ckt CUA Grp 4
814571-706 Digital TMF Rcv.(2/PWBA) 19
814572-576 Digital Sender (TMF/SATT) 6
814695-556 Digital DTMF Sender 6
814643-596 Digital DTMF Receiver 23
814742-576 (FOC) Digital DTMF Receiver 4
814574-936 2-Wire E&M Trunk PWBA 2
814574-932 Loop Trunk, Reverse Batt PWBA 1
Digital Trunk Frame(DTF)
OCCSDTFFRM Digital Trunk Frame 1
DTFDOORS DTF Doors, Front & Rear 1
SDS1HSTCUA DS1 Host Ckt CUA 6
817560-626A T1 Interface PWBA 48
817577-917A Blower Assembly w/fan Alarm 1
1
SIEMENS
STROMBERG-CARLSON
Installation Site: Los Angeles, CA
ITEM 01
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
Switching Equipment
Control & Maintenance Frame (CMF)
SCMFOCC12.1 Control & Maint Frame OCC 12.1 1
CMFDOORS CMF Doors, Front & Rear 1
822068-819 DLI Transfer 1
814635-086 PWBA Ring (N+1) 1
814721-666 Serial Line Unit PWBA 1
822010-676 Disk Drive Assy 2
822010-656 Tape Drive 1
817702-556 Traffic Measurement/Rec 1
817620-556 MSA PWBA 1
814727-626 J2 Maintenance Processor 1
822010-606 Power & Alarm PWBA 1
817680-606A BMUX PWBA 1
822222-606A DLI-II 1
TSIPWB17 TSI PWBA 4
822702-536A PXAM Il - 4MB 2
822727-696A J-Processor (8MB) 2
814770-656 PXA Memory PWBA 1/Mbyte 1
TPPOPWB17 TPP PWBA (Sectors 0, 1) 1
OCCSNCS Sync Network Clock (Slave) 1
822718-596 Feature Processor (PWBA) 2
814095-626 Service Group Diag PWBA 1
2
SIEMENS
STROMBERG-CARLSON
Installation Site: Los Angeles, CA
ITEM 01
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
Switching Equipment
Control & Maintenance Frame (CMF) (CON'T)
OCCTAPE Tape Control PWBAs 1
814722-216A RS232 Interface Module 7
Power & Test Frame (PRT)
SPRTFOCC12.1 Power Ringing & Tst Fr OCC12.1 1
PRTDOORS PRT Doors, Front & Rear 1
817576-938 Circuit Breaker 100 Amp 7
814475-036 Alarm Sender PWBA 1
817576-912 Basic Cabinets & MTG for N+1 ) 1
814629-904 Ringing Generator (20 Hz) 1
817576-934 200VA DC/AC Non-Redund. Invtr 1
814215-820 Cook 4 Chan Announcer (NT5M) 1
203352-681 4 Channel Announcer 1
Automatic Message Accounting
----------------------------
SAMAFRM AMA Frame 1
AMADOORS AMA Doors Rear 1
814421-908 Cook 1600 BPI Tape Drives (2) 2
814421-909 Cook 1600 BPI Strapping 2
3
SIEMENS
STROMBERG-CARLSON
Installation Site: Los Angeles, CA
ITEM 01
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
Switching Equipment
Miscellaneous
-------------
4-24419-0290 DSX PnI-ADC DSX-DR 19 w/cord 2
PJ716 Bantam Patch Cord 8
2200B Channel Access Unit 1
203352-645 9600 Full Duplex Modems 1
202975-592 7' x 19" Relay Rack 1
207800-284 Installation Material 1
200110-119 Fuse 1 1/'3 amp 20
200110-129 Fuse 3 amp 10
200110-429 Fuse 10 amp 5
200110-139 Fuse 5 amp 10
SD0000 Std System Documentation 1
D0001 Specifications, Paper 2
D0002 Site Drawings, Paper 2
203352-600 Hendry Filtered Fuse Panel 1
207630-911 Modem Eliminator OCC 2
207630-901 PKG Assy/Modem Eliminator 4
Superstructure & Cabling 1
Battery Distribution Frame
--------------------------
814053-043A 7ft Battery Discharge Frame 1
207521-733 Shield 1
4
SIEMENS
STROMBERG-CARLSON
Installation Site: Los Angeles, CA
ITEM 01
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
Switching Equipment
Power Equipment
---------------
Customer Supplied
Distribution Frame Equipment
----------------------------
5065-8 Term Blocks Newton 8 x 26 4
5054 Newton Bracks (1 per 2 blks) 2
Maintenance & Administration Equipment
--------------------------------------
202958-464 Tape Cartridge 1
203352-608 Arrow Tape Drive Cleaning Kit 1
203352-283 Genicom 2120 Keyboard/Printer 1
7271-964 Box, Teleprinter Paper 1
5
SIEMENS
STROMBERG-CARLSON
INSTALLATION SITE: LOS ANGELES, CA,
ITEM O1
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
Spare Circuit Packs
-------------------
200110-099 Fuse 1/2 Amp 1
207630-042 Power Supply Shield 1
555020-125 Fuse, 3AG, 3A 1
555366-001 Switch, SPST 1
814288-526 Tape Diagnostic PWBA 1
814291-546 Tape Motion Cont. PWBA 1
814298-526 Tape Buffer PWBA 1
814439-056 PGC-1 PWBA 1
814440-076 PGC-2 PWBA 1
814441-056 MUX/DEMUX PWBA 1
814462-036A Power Supply PWBA 1
814463-026A Power Supply PWBA 1
814539-026 CMOS Codec Comm. PWBA 1
814727-626 J2 Maintenance Processor 1
817113-086 Power Supply PWBA 1
817524-066A LTC Interconnect PWBA 1
817560-626A T1 Interface PWBA 1
817561-526 T1 I/F Control 1 PWBA 1
817562-566 T1 I/F Control 2 PWBA 1
817564-026A Power Supply PWBA 1
817581-026 DS1 Terminator PWBA 1
817702-556A TMRS Processor 1
822010-656 Tape Drive 1
6
SIEMENS
STROMBERG-CARLSON
INSTALLATION SITE: LOS ANGELES, CA
ITEM 01
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
Spare Circuit Packs(Cont.)
-------------------
822010-666 Tape Drive PWBA 1
822015-536 Clock Generator (SNC) PWBA 1
822024-036A Power Monitor PWBA 1
822033-596A MCG - II PWBA 1
822034-536A Master Clock Dist. PWBA 1
822289-566A TBI II PWBA 1
822723-556A Data Link III PWBA 1
822726-526A HD MSA/SL PWBA 1
822010-606A MSDA Pwr & Alarm 1
822010-636 Disk Drive Assy 1
822222-606A DLI-II 1
Software Features
-----------------
999948 OCC Basic Features Package 1
011219 Trunks Automatic Routine Testing 1
011289 Out of Svc Limit for Server Grp. Eq. 1
012970 Glare Guard 1
018000 Paginated Print-out 1
026609 Route Treatment Expansion 1
053140 Alarm Repeat Notification 1
053150 Alarm LSSGR Compliant 1
053770 Alarm Spurt Alarm During Transfer 1
056519 Automatic Switch-Over 1
7
INSTALLATION SITE: LOS ANGELES, CA
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
ITEM 02 SS7 HARDWARE & SOFTWARE
822057-526 Signaling System Controller 2
822055-536 Communication Link Controller 2
814742-586 Continuity Test PWBA 3
822723-556 Data Link III 2
003009 Common Channel Signaling System 1
003019 Service Switching Point 1
003069 CCS7 Link Pair Software 1
ITEM 02A SS7 SPARES
822057-526 Signaling System Controller 1
822055-536 Communication Link Controller 1
ITEM 03 "A" LINKS
003069 CCS7 Link Pair Software 1
ITEM 04 Power Equipment
2029750593 7' x 23" Relay Rack 1
DDV85-19 Exide DD Battery 765 AH 1
203352-588 Charger/Lorain/200A RHM200D50 2
ITEM 05
Upgrade to Release 14.0 1
ITEM 06
De-Install at Calgary, pack 1
20
Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE: Denver, Colorado
LEASE PAYMENTS (CONTINUED)
EFFECTIVE JUNE 1, 1997 (32 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION VII $ 89,193.68
RATE FACTOR PER $1,000 $ 35.965
ADDITION VII MONTHLY LEASE PAYMENT $ 3,207.85
TOTAL MONTHLY LEASE PAYMENT $35,274.79
EFFECTIVE JULY 1, 1997 (37 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION VIII $ 58,013.66
RATE FACTOR PER $l,000 $36.971
ADDITION VIII MONTHLY LEASE PAYMENT $2.144.82
TOTAL MONTHLY LEASE PAYMENT $37,419.61
EFFECTIVE OCTOBER 1, 1997 (28 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION IX $ 93,500.00
RATE FACTOR PER $1,000 $540.423
ADDITION IX MONTHLY LEEASE PAYMENT $ 3,779.55
TOTAL MONTHLY LEASE PAYMENT $41,199.16
EFFECTIVE DECEMBER 2, 1997, THE LEASE TERM IS EXTENDED FROM 60 TO 74 MONTHS.
EFFECTIVE JANUARY 1, 1998 (39 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION X $220.193.11
LEASE PAYMENTS ARE AS FOLLOWS:
01/01/98-03/01/98 $ -0-
04/01/98 - 03/01/2001 $37,258.01
TOTAL VALUE OF EQUIPMENT $1,604,783.58
======================== =============
SUMMARY OF TOTAL LEASE PAYMENTS:
4 @ $ 6,911.34 = $ 27,645.36
15 @ $11,154.05 = $167,310.75
4 @ $16.025.37 = $ 64,101.48
1 @ $24.545.32 = $ 24,545.32
2 @ $26,788.19 = $ 53,576.38
1 @ $28,988.79 = $ 28,988.79
1 @ $32,066.94 = $ 32,066.94
1 @ $35,274.79 = $ 35,274.79
3 @ $37,419.6l = $112,258.83
3 @ $41,199.16 = $123,597.48
3@$-0- = $ -0-
36@ $37,258.01 = $1,341,288.36
-------------
60 $2,010,654.48
ACCEPTED BY:
DATE:
SCHEDULE I OF EXHIBIT A
(CERTIFICATE OF DELIVERY AND ACCEPTANCE)
EQUIPMENT DESCRIPTION
The items of personal property to be leased pursuant to this Lease Agreement,
dated as of July 25, 1994 between Telecommunications Finance Group, as Lessor,
and Athena International Ltd. Liability Co. dba Athena International, LLC, as
Lessee, are described below and in the attached equipment list(s):
Equipment List
Number Description Amount
- -------------- ----------- ------
DCO-481238 A Siemens Stromberg-Carlson $314,252.00
Digital Central Office Carrier Switch Equipped and
Wired for 1152 Digital Ports (DCO-481238, Issue 1,
Dated 05/19/94) with a New Basic Release 12.1 CMF, A
Used AMA Frame, SS7 with 800 Portability, SS7 Spares,
One (1) Additional Pair of "A" Links, International
Operator Service, and Route by ANI on any 700/800
Number Including Installation
TFG-95029 ADDITION I 181,250.64
TFG-96152 ADDITION II 164,516.10
TFG-96181 ADDITION III 264,356.65
TFG-97189 ADDITION IV 68,015.31
TFG-97207 ADDITION V 63,595.58
TFG-97216 ADDITION VI 87,896.85
TFG-97242 ADDITION VII 89,193.68
TFG-97253 ADDITION VIII 58,013.66
TFG-97284 ADDITION IX 93,500.00
TFG-98018 ADDITION X 220,193.11
-------------
TOTAL $1,604,783.58
===== =============
The above described equipment installed at:
910 15th Street, Suite 667, Denver, Colorado 80202-2928
ACCEPTED BY:
DATE:
Dated: July 25, 1994
Revised: April 24, 1995
Revised: July 23, 1996
Revised: December 2, 1996
Revised: January 13, 1997
Revised: February 25, 1997
Revised: March 25, 1997
Revised: May 7, 1997
Revised: June 11, 1997
Revised: September 3, 1997
Revised: February 27, 1998
EQUIPMENT LIST #TFG-98018 DATED: February 27, 1998
COMPANY: Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION: X
PART NO./DESCRIPTION QUANTITY AMOUNT
- -------------------- -------- ------
RESTRUCTURE CHARGES $ 44,193.11
THIRD PARTY VENDOR- TELESELECT
VTS-60 MODEL NUMBER: 300-Y-ITS INCLUDING: 1 LOT 176,000.00
TSG VTS TERMINATION SOFTWARE PACKAGE,
S/Y VS97R01-R02 2
ICS WIN/NT COMP SYS, S/N 9711010 & 9711011 2
DIALOGIC DTI300SC COM BDS S/N CZ034563,
CZ021715 2
DIALOGIC DT1240SC COM BD, S/N CZ034121-25,
CZ034439 6
DATAKINETICS PCCS6 SS7 BD, S/N 01170 1
RAD KILOMUX 2000, S/N 7231604-606, 7182322,
7251281, 7251278 6
RAD KVG, 5-T1M, S/N 7451153-160, 162, 164-166 12
RAD KVF,5-T1S VOICE/FAX, S/N 7428554-57
559-563, 7414236-237,231,245,7411674-76) 16
RAD DXC HIGH SPEED I/O BOARDS, S/N 735504-
510, 512,497, 7290936-938 12
RAD DKC TI/E 1 DIGITAL CROSS CONNECT,
S/N 7440573-574 2
19" RACK, S/N 978721 1
UNINTERRUPTIBLE POWER SOURCE (UPS),
S/N 971355 2
RAD MBE ETHERNET BRIDGE, S/N 7455186 &-
7430875 2
CSU/DSU, S/N 9711010-011 2
TOTAL S220,93,11
===== ==========
EQUIPMENT LIST #TFG-97284 DATED: September 3, I997
COMPANY: Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION: IX
PART NO./DESCRIPTION QUANTITY AMOUNT
- -------------------- -------- ------
THIRD PARTY VENDOR - TELEFLEX
EQUIPMENT AS FOLLOWS: 1 LOT $93,500.00
P133-8 INTELINKW/8 DIALOGIC BOARDS 1 LOT
D240SC-T1 CARD 2
DTI/240SC CARD 2
TOTAL $93,500.00
===== ==========
EQUIPMENT LIST #TFG-97253 DATED: June 4, 1997
COMPANY: Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION: VIII
PART NO./DESCRIPTION QUANTITY AMOUNT
- -------------------- -------- ------
SS-C
SLU MULTI-TASKING PORT
ADDITION PER DCO-710017,
ISSUE 01, DATED 02/05/97
(S.O.#072091) AS FOLLOWS:
MATERIAL 1 LOT $ 456.00
INSTALLATION 2,500.00
FREIGHT 22.95
SEA 96019 EXPANSION OF ROUTE
GUIDE INDEXES TO 4096 PER DCO-
681122, ISSUE 01, DATED 07/09/96;
RELEASE 15.0 RTU STARTUP
(S.O.#072300) AS FOLLOWS:
MATERIAL 1 LOT 55,000.00
FREIGHT 34.71
----------
TOTAL $58,013.66
===== ==========
SIEMENS
STROMBERG-CARLSON
INSTALLATION SITE: DENVER, CO
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
Switching Equipment
ITEM 01
SLU PWBA (CMF-00)
814722-216 PWBA, SLU Panel RS232 1
207630-857 Package Assy, Module Hardware 1
825079 Multi-Tasking Software 2
NOTE: Each SLU PWBA has two ports on it, therefore two multi-tasking
software pods are shown.
2
EQUIPMENT LIST #TFG-97242 DATED: May 7, 1997
COMPANY: Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION: VII
PART NO./DESCRIPTION QUANTITY AMOUNT
- -------------------- -------- ------
SS-C
A FULLY EQUIPPED DTF-04 FRAME
PER DCO-710015, DATED 01/23/97
(S.O.#071631) AS FOLLOWS:
MATERIAL 1 LOT $ 60,787.00
INSTALLATION 9,100.00
FREIGHT 590.51
HENDRY FUSE PANEL PER DCO-710008,
ISSUE 02, DATED 12/06/96 (S.O.#071982)
AS FOLLOWS:
MATERIAL 1 LOT 1,732.00
LABOR 1,900.00
FREIGHT 84.17
TOLL FREE NUMBER. EXPANSION (S.O.#072119) 1 LOT 15,000.00
----------
TOTAL $89,193.68
===== ==========
SIEMENS
STROMBERG-CARLSON
INSTALLATION SITE: DENVER, CO
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
ITEM 01
DTF-04 Frame Addition
817577-900 Frame MG 1
817577-901 MG, DS1 Host CUA 6
817577-902 MG, Basics PWBAs DS1 CUA 6
207600-225 Frame Weldment 1
207800-079 Pkg Assy Front Door Mtg Hardware 1
207800-080 Pkg Assy Rear Door Mtg Hardware 1
207600-158 Door Assembly, Right I/O 2
207600-159 Door Assembly, Left I/O 2
207600-721 PWBA Guide 6
817560-606 PWBA, T1 Interface 48
817577-917 MG Blower w/Fan Alarm, Base 1
PRT-00
------
817576-938 Mod Group, Circuit Breaker 2
1
SIEMENS
STROMBERG-CARLSON
INSTALLATION SITE: DENVER, CO
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
ITEM 01 (Cont.)
Miscellaneous
DSX-DR19 Cross Connect Panel 2
202975-592 Relay Rack (Lorain) 1
DOC-ADD Additions Documentation 1
ITEM 02
LTF-01 Frame Addition
814574-900 MG Basic Frame Assy, LTF 1
814574-901 MG Supervisory Panel Assy 1
814574-904 MG Pkg Assy, Ejector Bar, Top 1
814574-903 Mod Group Term Assy Power 1
207600-720 PWBA Guide 1
207600-210 Pkg Assy, Frame Weldment 1
207600-014 Pkg Assy, LTF Term Block EMC 1
814574-992 MG Service Circuit CUA 1
814574-995 PWBA Mod Group--Basic PWBA 1
207600-160 Pkg Assy Front Door Mtg Hdw 1
207600-471 Pkg Assy Rear Door Mtg Hdw 1
2
SIEMENS
STROMBERG-CARLSON
INSTALLATION SITE: DENVER, CO
ITEM 01
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
Miscellaneous
-------------
203352-600 OEM Equipment, Fuse Panel 1
020785-086 100' Red Power Cable 1
020785-065 100' Black Power Cable 1
Documentation
-------------
DOC-ADD Additions Documentation 1
NOTE: The ADC Cross Connect Panel and Hendry Fuse Panel must be ordered for 23"
mounting.
2
EQUIPMENT LIST #TFG-97216 DATED: March 25, 1997
COMPANY: Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION: VI
PART NO./DESCRIPTION
SS-C QUANTITY AMOUNT
- -------------------- -------- ------
AN UPGRADE TO RELEASE 14.0 PER
DCO-681152, ISSUE 01, DATED 08/19/96
(S.O.#071521) 1 LOT $15,000.00
ONE COMMON CONTROL SECTOR
ADD PER DCO-781001, ISSUE 01, DATED
10/02/96 (S.O.#071523) AS FOLLOWS:
MATERIAL 1 LOT 19,730.00
INSTALLATION 3,000.00
FREIGHT 84.10
200 AMP DISTRIBUTION PANEL WITH BUS BAR, CABLES, 10-10 AMP BREAKERS PER
DCO-710002, ISSUE 01, DATED 10/28/96 (S.O.#071801) AS FOLLOWS:
MATERIAL 1 LOT 1,360.00
INSTALLATION 2,200.00
FREIGHT 44.75
REAL TIME ANI FEATURE #823435
(S.O.#071805) 1 LOT 26,666.00
THIRD PARTY VENDOR- CIBER NETWORK
EQUIPMENT AS FOLLOWS: 1 LOT 19,767.00
D4841A/LH PRO 6/200 S/N SG63400748 1
D3583C/4.2GB F/W HOT SWAP HDD 4
D4295A/32MB DIMM MEMORY UPGRADE 1
JC-14WIVMA/MSYNC C400, 14, 128ONI.,
28D, 60HZ 1
J317lA/10/100 TX PCI ADAPTER 2
D4921A/REDUNDANT POWER SUPPLY 1
N3-IL40-U/NOCULAN, 4.0, SRVR, UNLTD
USERS 1
ILWS-41- l/INOCULAN FOR CLIENT-SINGLE
WORKSTATION 1
00662644127330/NW 3.12 50 USER UPG TO
4.11 INTRNW 1 OOU 1
SHIPPING COST 45,00
----------
TOTAL $87,896.85
===== ==========
SIEMENS
STROMBERG-CARLSON
INSTALLATION SITE: DENVER, CO
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
ITEM 01
CCS - 03
--------
822068-811 Diag. Grading Panel 1
822003-596A PVVBA, (2W) TSI HDI 4
822002-526 PWBA, TSI PGH I/F 4
207800-482 Cable Assembly (TSI/PGH) 4
822005-546A PWBA, (2W) TPPO HDI 2
822006-566A PWBA TPP1 (For Addition) 2
822017-556A PWBA TPP2 (For Addition) 2
DOC-ADD Additions Documentation 1
1
EQUIPMENT LIST #TFG-97207 DATED: February 25, 1997
COMPANY: Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION: V
PART NO./DESCRIPTION QUANTITY AMOUNT
- -------------------- -------- ------
SS-C
2 EJH PROCESSORS WITH 1 SPARE
PER DCO.745002, ISSUE 01, DATED
10/17/96 (S.O.#071522) AS FOLLOWS:
MATERIAL 1 LOT $30,420.00
INSTALLATION 2,000.00
FREIGHT 25.58
1 A-LINK PAIR FEATURE #003069
(S.O.#071802) AS FOLLOWS:
MATERIAL 1 LOT 7,170.00
SCAT 330.00
THIRD PARTY VENDOR- TELEFLEX
P 133-4 INTELINK W/4 DIALOGIC BOARDS 1 23,650.00
----------
TOTAL $63595.58
===== ==========
EQUIPMENT LIST #TFG-97189 DATED: January 13, 1997
COMPANY: Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION: IV
PART NO./DESCRIPTION QUANTITY AMOUNT
- -------------------- -------- ------
SS-C
DTF-0 FULLY EQUIPPED (S.O.#071045)
AS FOLLOWS:
MATERIAL 1 LOT $60,000.00
INSTALLATION 7,500.00
FREIGHT 515.31
----------
TOTAL $68,015.31
===== ==========
SIEMENS Proposal No.: DCO-881108
Issue No.: l
STROMBERG-CARLSON Date: June 24, 1996
INSTALLATION SITE: DENVER, CO
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
ITEM 01 (Cont.)
Miscellaneous
DSX-DR19 Cross Connect Panel 2
DOC-ADD Additions Documentation 1
ITEM 02
DTF-04
------
817577-900 Frame M/G 1
817577-901 MG, DS1 Host CUA 6
817577-902 MG, Basics PWBAs DS1 CUA 6
207600-225 Frame Weldment 1
207800-079 Pkg Assy Front Door Mtg Hdw 1
207800-080 Pkg Assy Rear Door Mtg Hdw 1
207600-158 Door Assy, Right I/O 2
207600-159 Door Assy, Left I/O 2
207600-721 PWBA Guide 6
817560-606 PWBA, T1 Interface 48
817577-917 MG Blower w/Fan Alarm, Base 1
PRT-00
------
817576-938 Mod Group, Circuit Breaker 2
Miscellaneous
-------------
DSX-DR19 Cross Connect Panel 2
DOC-ADD Additions Documentation l
2
EQUIPMENT LIST #TFG-96181 DATED: December 2, 1996
COMPANY: Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION: III
PART NO./DESCRIPTION QUANTITY AMOUNT
- -------------------- -------- ------
SS-C
A FULLY EQUIPPED DTF-03 FRAME
(1152 PORTS) PER DCO-681108, ISSUE
1, DATED 06/24/96; ADDITIONAL POWER
SYSTEM; SERVICE CIRCUITS INCLUDING
INSTALLATION (S.O.#071044) 1 LOT $122,227.00
FREIGHT 2,339.72
Third Party Vendor - Telcom Products
EQUIPMENT AS FOLLOWS: 1 LOT 25,151.50
TELLABS 82-2532A ECHO CAN., S/N'S
S062195-S062210 16
TELLABS 81-235A SHELF, S/N'S 524757H,
480861/004,554KK0K 3
FREIGHT 137.43
THIRD PARTY VENDOR -TTC
EQUIPMENT AS FOLLOWS: 1 LOT 13,486.00
TBERD-224 MAINFRAME, S/N 9495 1
T1/TF1/DDS BERT BUNDLE (41500) 1
G.821 PERFORMANCE OPTION 1
DSP BOARD OPTION 1
VP TESTING OPTION 1
SIGNALING OPTION 1
DIGIT ANALYSIS OPTION 1
DTM, DISTRIBUTED TEST MANAGER 1
FREIGHT 15.00
THIRD PARTY VENDOR- ACTION TELCOM
(SEE ATTACHED EOUIPMENT LIST)
PRIMARY SYSTEM; SECONDARY SYSTEM;
AVAS SYSTEM; TCP/IP PACKAGE; NETPLAN
PACKAGE; REMOTE COMMUNICATIONS
PACKAGE INCLUDING INSTALLATION 1 LOT 101,000.00
-----------
TOTAL S264,356.65
===== ===========
STROMBERG-CARLSON Date: June 24, 1996
INSTALLATION SITE: DENVER, CO
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
ITEM 01
DTF-03
------
817577-900 Frame M/G 1
817577-901 MG, DS-1 Host CUA 6
817557-902 MG, DS-1 Basic PWBA's 6
207600-225 Frame Weldment 1
207800-079 Package Assembly Front Door Mtg Hdw . 1
207800-080 Package Assembly Rear Door Mtg Hdw 1
207600-158 Door Assembly, Right I/O 2
207600-159 Door Assembly, Left I/O 2
207600-721 PWBA Guide 6
817560-606 PWBA, T1 Interface 48
817577-917 MG Blower w/Fan Alarm, Base 1
(degree)
CMF-00 CCS-03
-------------
822068-811 Diag. Grading Panel 1
822003-596A PWBA, (2W) TSI HDI 4
822002-526 PWBA, TSI PGH I/F 4
207800-482 Cable Assembly (TSI/PGH) 4
822005-546A PWBA, (2W) TPP0 HDI 2
822006-566A PWBA, TPP1 (For Addition) 2
822017-556A PWBA, TPP2 (For Addition) 2
PRT-00
------
817576-938 Mod Group, Circuit Breaker 2
1
STROMBERG-CARLSON Date:. June 24, 1996
INSTALLATION SITE: DENVER, CO
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
ITEM 01 (Cont.)
Miscellaneous
-------------
DSX-DR19 Cross Connect Panel 2
DOC-ADD Additions Documentation 1
ITEM 02
DTF-04
------
817577-900 Frame M/G 1
817577-901 MG, DS1 Host CUA 6
817577-902 MG, Basics PWBAs DS1 CUA 6
207600-225 Frame Weldment 1
207800-079 Pkg Assy Front Door Mtg Hdw 1
207800-080 Pkg Assy Rear Door Mtg Hdw 1
207600-158 Door Assy, Right I/O 2
207600-159 Door Assy, Left I/O 2
207600-721 PWBA Guide 6
817560-606 PWBA, T1 Interface 48
817577-917 MG Blower w/Fan Alarm, Base 1
PRT-00
------
817576-938 Mod Group, Circuit Breaker 2
Miscellaneous
-------------
DSX-DR19 Cross Connect Panel 2
DOC-ADD Additions Documentation 1
2
SIEMENS
STROMBERG-CARLSON
INSTALLATION SITE: NEW YORK, NY
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
ITEM 01
CMF-00, CCS-03
--------------
822068-812 Diag. Grading Panel 1
822003-596A PWBA, (2W) SI HDI 4
822002-526 PWBA, TSI PGH I/F 4
207800-482 Cable Assembly (TSI/PGH) 4
822005-546A PWBA, (2W)TPPO HDI 2
822006-566A PWBA, TPP1 2
822017-556A PWBA, TPP2 2
DTO-03
------
817577-900 MG Basic DTF Assembly 1
817577-901 MG, DS1 Host CUA 6
817577-902 MG, Basics PWBAs DS1 CUA 6
207600-225 Frame Weldment 1
207800-079 Pkg Assy Front Door Mtg Hardware 1
207800-080 Pkg Assy Rear Door Mtg Hardware 1
207600-158 Door Assembly, Right I/O 2
207600-159 Door Assembly, Left I/O 2
207600-721 PWBA Guide 6
817560-606 PWBA, T1 Interface 48
817577-917 MG Blower w/Fan Alarm, Base 1
1
SIEMENS
STROMBERG-CARLSON
INSTALLATION SITE: NEW YORK, NY
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
ITEM 01 (Cont.)
PRT-00
------
817576-938 Mod Group, Circuit Breaker 2
Miscellaneous
-------------
DSX-DR19 Cross Connect Panel 2
DOC-ADD Additions Documentation 1
ITEM 02
4-DDV85-19 Exide Battery 765 Amp Hour 1
NOTE: This battery is normally provided when DTF-03 is added.
ITEM 03
LTF-00
------
814574-992 MG Service Circuit CUA 1
814574-995 PWBA Mod Group Basic PWBA 1
207600-720 PWBA Guide 1
814742-536 PWBA, Univ. Service Circuit 5
814742-576 PWBA, (1W) Univ. Service Circuit 3
814571-766 PWBA (1W) Receiver/VACT/EVACT 3
814695-556 PWBA (1W) DTMF Dig. Sender 2
814572-576 PWBA (1W) Dig. Sender TMF 2
NOTE: In order to mount this CUA in LTF-00, the Line CUA in CUA position 00 will
have to be removed.
2
SIEMENS
STROMBERG-CARLSON Proposal No.: DCO-681108
Issue No.: 1
Date: June 24, 1996
INSTALLATION SITE: DENVER, CO
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
ITEM 03
Power System Add On
4DDV85-19 Battery 765 Amp Hour
203352-520 Battery Charger, 100 Amp
NOTE: This additional power equipment is required for this addition, but is
shown as an option for the customer.
ITEM 04
LTF-00
------
814574-992 MG Service Circuit CUA 1
814574-995 PWBA Mod Group-Basic PWBA 1
207600-720 PWBA Guide 1
814742-536 PWBA, Univ Service Circuit 12
814695-556 PWBA (1W) DTMT Dig. Bender 3
814571-766 PWBA (1W) Rcvr/Vact/Evact 5
814572-376 PWBA (1W) Dig. Sender TMP 2
NOTE: These Service Circuits are required dependent upon the percentage of 887
use.
3
ACTION TELCOM EQUIPMENT LIST
- -------------------------------------------------------------------------------------------
Key Make Model # Serial # I/O IRQ ADDR STK
- -------------------------------------------------------------------------------------------
PC ACER 9000 1900031490
KB ACER 6311K K6366281224P
MON ACER 7134T M3TP63201016
VC ATI MACH-64 O/B 9
HDC Adaptec AIC-7880P 722511 O/B ID=7 11
HD IBM DFHS MIAG3B46894 ID=0
HD IBM DFHS MIAG3B35970 ID=1
HD IBM DFHS MIAG3B3287S ID=3
FD Mitsumi (1.44) D359T5 3553179 6
FD Panasonic(1.2) JU-475-5-A67 00132626
TD Tandberg TDC-4222 42205281 ID=2
SL1 Digi Host Ad IP- 09515816 F0000000
SL1 Digi Conc. IP-50000585-01 SE7700798
X25 SWG SGX D0000
X25 SWG SGX-Daughter
PRN Epson LP-870 4OU1134522 7
NET RACAL InterLan T2 0207011BBC1E 9
SER ACER Built-in COM 1 COM 2 4/3 3f8/2f8
CD SONY CDU765 5096166 ID-5
DIA AVAS -Ver 2.50D/21D CG030890 5 D2000
P/S DELTA DPS-350EB 42613001347
I/P ADDRESS= 193.1.94.50 aidcpri aidcpri.aidc.com
MEMORY= 32 MB
SPEED= 166 MHZ
- --------------------------------------------------------------------------------
Key Make Serial # Activation Key #
- --------------------------------------------------------------------------------
SCO UNIX sysV 2DH030846 etpp14df
B SCO PoXPro Version 2.6
NAMS ATC NAMS II
TERM Century CSU151377 bbaanmph
NETCOM II net26106 x21f4ceff Ver. 4.5.3a
NOTES:
- ----------------------------------------------------------------------------------------------------
Key Make Model # Serial # I/O IRQ ADDR STK
- ----------------------------------------------------------------------------------------------------
PC ACER F520 HB 1900027152
KB ACER 6311-K K63661001190
MON ACER 7134T M3TP63201025
VC 0167823
HDC Adaptec O/B
HD LBM DORS-32160 11S46H6072Z1M002T0935
PD (1.44) D359T5 3546876
FD (1.2) F833B 346506
TD 42212493
X25 SWG 8GX 011151 15 D0000
NET RACAL PCI 0207011BBA64 10
SER ACER O/B COM 1 /COM.2 4/3
I/P ADDRESS= 193.1.94.60
MEMORY= 16 MB
SOFTWARE:
- --------------------------------------------------------------------------------
Key Make Serial # Activation Key #
- --------------------------------------------------------------------------------
OS SCO UNIX sysV 2DH030858 arbvbtwh
NAMS ATC NAMS II
TERM Century CSU150065U3 lpomflii
EQUIPMENT LIST #TFG-96152 DATED: July 23, 1996
- -------------------------
COMPANY: Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION: II
PART NO./DESCRIPTION QUANTITY AMOUNT
- -------------------- -------- ------
SS-C
1152 PORT ADDITION PER DCO-681024,
ISSUE 3, DATED 02/26/96 AND CCS7 LINK
PAIR SOFTWARE 003069 (S.O.#069395)
AS FOLLOWS:
MATERIAL 1 LOT $123,857.00
INSTALLATION 10,500.00
SOFTWARE 14,450.00
FREIGHT 529.10
Third Party Vendor Tele-Flex Systems
------------------------------------
EQUIPMENT AS FOLLOWS: 1 LOT 15,180.00
6606 1.96 DISK DRIVE, S/N'S CA2C12A/BA2C12A, ---------
AA2C12A 3
6523 DEVICE CONTROLLER, S/N DA2C12A 1
TOTAL $164,516.10
===== ===========
Proposal No.: DCO-681024
SIEMENS Issue No.: 3
STROMBERG-CARLSON Date: February 26, 1996
INSTALLATION SITE: DENVER, CO
PART NUMBER DESCRIPTION QTY
----------- ----------- ---
DTF-01
------
817577-900 DTF Frame Assembly 1
817577-901 DS-1 Host CUA 6
817577-902 DS-1 Basic PWBAs 6
817560-626 T-1 Interface PWBA 48
207600-225 DTF Frame Package 1
209600-721 Card Guide 6
207800-079 Front Door Mounting 1
207800-080 Rear Door Mounting 1
207600-158 Right Door 2
207600-159 Left Door 2
827577-924 Base Mount Blower Assembly 1
LTF-01
------
814574-992 Universal Service CUA 3
814574-995 Basic PWBAs 3
814571-686 Digital TMF Receiver PWBA 14
814572-576 Digital TMF Sender PWBA 3
814695-556 Digital DTMF Sender PWBA 3
814643-596 Digital DTMF Receiver PWBA 13
CMF
---
814095-616 Service Group Diag. PWBA 1
822003-596 1024 Port TSI PWBA 4
812002-526 TSI/PGM Interface PWBA 4
1
SIEMENS Proposal No.: DCO-681024
STROMBERG-CARLSON Issue No.: 3
Date: February 26, I996
INSTALLATION SITE: DENVER, CO
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
207800-482 TSI/PGHGP Cable 4
822005-546 TPP 0 PWBA 2
822006-576 TPP I PWBA 2
822017-566 TPP 2 PWBA 2
822068-810 Diag. Grading Panel CCS-01 1
PRT
---
817576-938 circuit Breaker 2
Miscellaneous
-------------
4-24419-0290 DSX Panel, ADC DSX-DR 19 2
PJ716 Bantem Patch Cord 8
DOC-ADD Additions Documentation 1
ITEM 02
Additional A-Links
------------------
003069 CCS7 Line Pair Software 1
2
Athena International, TBD
DCO-481238, 05/19/94, Issue 01
DESCRIPTION QTY
- ------------------------------------------------------------------------------------------
ITEM 01
- ------------------------------------------------------------------------------------------
DIGITAL TRUNK INTERFACE FRAME USED
- ------------------------------------------------------------------------------------------
Digital Trunk Frame 1
CUA-Digital Trunk 6
T1 Interface (Trk + Oper.) 48
DTF CUA-Basic PWBA 6
Rear Doors (HW=207600-471A) 1
Front Doors (HW=207600-160A) 1
Blower Assembly, Base Mtg. 1
PWBA Guides (1/CUA) 6
Frame & Joining HW 1
Structural Bracing 1
Frame Package 1
Terminal Block 1
LINE/TRUNK FRAME USED
- ------------------------------------------------------------------------------------------
Line Trunk Frame (Analog) 1
Supervisory Panel 1
Term Assembly PWBA 1
CUA-LTF Line Group 1
Basic PWBA for DAL CUA/Opt 1
Loop Trk, Reverse Battery 1
2W E&M Trunk 2
Frame Package 1
Terminal Block 1
PWBA Guides (1/CUA) 4
Sender PWBA, TMF (Digital) 4
Receiver PWBA, DTMF (STD) 17
Receiver PWBA, DTMF (FOC) 0
Structural Bracing 1
Receiver PWBA, TMF/EVACT 10
Sender PWBA, DTMF (Digital) 4
Rear Doors (HW=207600-471A) 1
Front Doors (HW=207600-160A) 1
CUA- Trunk Service Group 1
CUA-Service Group 2
Basic PWBA for Service Circuit CUA 2
Basic PWBA for Analog CUA 1
Page 1
Athena International, TBD
DCO-481238, 05/19/94, Issue 01
DESCRIPTION QTY
- ------------------------------------------------------------------------------------------
CONTROL & MAINTENANCE FRAME. NEW
- ------------------------------------------------------------------------------------------
CMF II 1
Frame Weldment 1
Power Supply Door 1
Pkg. Assembly, Front Trim 1
Rear Door Mounting Hardware 1
Rear Trim Package 1
Right Front Door 1
Left Front Door 1
Door Assembly Right Rear 1
Door Assembly Left Rear 1
Door Assembly Power Supply 1
Earthquake Cabinet Joining 1
Basic TSI/TPP 1
PWBA, Timeslot Interchange 4
TSI PGH Interface Card 4
Basic CP PWBA 1
MCG Il PWBA 2
DLI Il PWBA 2
Cable Assembly, DLI II 1
PWBA, Feature Processor II 2
Cable Assembly, FP II 1
J Processor CP E/W 8 Mb Memory 2
SNC Clock 1
DCO-E Interface 1
PWBA SLU Panel 6
Blank Panel Package Double 1
Basic MP PWBA 1
PWBA, TMP 1
Cable Assembly, TMP 1
PWBA, Bus Multiplexer II 1
PWBA, Mass Storage Adapter 1
PWBA, J Processor with 2 MB Memory 1
PWBA (2W) PXAM II 1
PWBA, Serial Line Unit 1
MG Basic PWBA MSS CUA 1
Tape Cartridge, MSS 1
Head Cleaning Kit, MSS 1
Basic PWBA, Maintenance and TAS 6
Page 2
Athena International, TBD
DCO-481238, 05119194, Issue 01
DESCRIPTION QTY
- -------------------------------------------------------------------------------
PWBA TAS Control 1
Diagnostic Grading Panel 1
Release 12 Software 1
POWER, RINGING & TEST FRAME, USED
- --------------------------------------------------------------------------------
PRT 00 Frame & Power DST 1
100A Circuit Breaker Package 9
5A Circuit Breaker -AC 1
7A Circuit Breaker -AC 1
Ring Generator Cabinet 1
Ring Generator- 20 Hz 1
Ring Mux & Serializer PWBA 2
RM&M Optional Wiring 1
Rear Doors (HW=207600-471A) 1
Front Doors (HW=207600-160A) 1
Cable Assembly 1
Structural Bracing 1
COMMON EQUIPMENT FRAME USED
- --------------------------------------------------------------------------------
19" Relay Rack (DSX/Misc.) 1
Relay Rack Fuse Panel 1
Battery Discharge From-top 7' 1
Package Assembly I/O EMC Earthquake 1
Wall Mounted. Newton Term Block/Bar 2
Installation Material 1
SCAT Package 1
Structural Bracing 1
Sup'str/Power & Intercon Cab. 1
Office Related Drawings 3
Standard Documentation 3
S/C Practices (SCPs) 1
AUTOMATIC MESSAGE ACCOUNTING, USED
- --------------------------------------------------------------------------------
AMA Frame Top Entry Cable 1
AMA Basic PWBA 1
Magnetic Tapes 1
1600 BPI Tape Drives 2
Page 3
Athena International, TBD
DCO-481238, 05/19/94, Issue 01
DESCRIPTION QTY
----------------------------------------------------------------------------------------------------
1600 BPI Strapping
1600 BPI Software I/F 1
Rear Doors 1
Structural Bracing 1
MISCELLANEOUS HARDWARE, USED
- ----------------------------------------------------------------------------------------------------
300/1200 Baud Modem 1
Cook NT5M Digital Announcer 1
Structural Bracing Mod Grp 4
Genicom 2120 Prntr DC 1
DEC VT 320 CA CRT 1
DC-AC 200 VA Invert 1
DSX PnI-ADC DSX-DR19 W/CORDS 4
ADC 2200B Test Access 1
POWER EQUIPMENT, USED
- ----------------------------------------------------------------------------------------------------
Batt Charger 100 Amp./50V 1 Ph. 2
Charger Rack Mtg. Assembly 7' 1
Battery Rack-With Bracing 1
Exide DD Battery 700 AH 1
SPARE PARTS, USED
- ----------------------------------------------------------------------------------------------------
Common Control Spares 1
Basic LTF Spare Parts 1
DTF PWBA Cluster Spare 1
Basic DTF Spare Parts 1
AMA Spare Parts 1
CMF II Spares, NEW
PWBA, Tape Drive 1
PWBA, 91 MB Disk Drive 1
PWBA, Power and Alarm 1
PWBA, Master Clock OsC 1
PWBA, Power Monitor 1
PWBA, MCG II 1
PWBA, Master Clock Dist. II 1
PWBA, DLI II 1
PWBA, TBl ll 1
Page 4
Athena International, TBD
DCO-481238, 05/19/94, Issue 01
DESCRIPTION QTY
- ----------------------------------------------------------------------------------------------------
PWBA, MSA/SL 1
PWBA, Data Link III 1
Traffic Measure Processor 1
PWBA, J Processor with 2 MB Memory 1
PWBA, Feature Processor II
S0FTWARE FEATURES
- ----------------------------------------------------------------------------------------------------
Software Generic Release 12.1 1
No. of NXX Ofc. Codes 512
Split Authorization Codes 1
Hot Line Routing 1
Fraud Detection-Pattern Recog. 1
Trunk Queuing with Override 1
DAL Directory No. Tables 1
Intercept to Announcer 1
Tape to Tape Transfer 1
Time Altered Least Cost Rtg 1
INWATS AC on FGB Circuits 1
Enhanced Fraud Detection 1
FGC Outgoing Operation 1
Digital Pad Control 1
Auth. Code Sending on FGA 1
Concurrent AMA\DLI 1
Shared Project Codes 1
FOC By Trunk Group 1
0+ Service Enhancement 1
User Alert Trace 1
Call in Progress Trace 1
INWATS AC on FGB Circuits 1
I/F to Smart Operator Pos. 1
Digital I/F to Remote Oper. 1
Inter-Operator Transfer 1
$CODE Overlay 1
Automatic Trunk Re-Attempt 1
Custom Intercept Announcement 1
Alarm Send 1
Speed Call-No. Pub 7/10D 10000
Speed Call - Private Lists 100
No. of Codes-Private 2400
Authorization Codes-Qt. 27000
Traffic Measurement Enhanced 1
Page 5
Athena International, TBD
DCO-481238, 05/19/94, Issue 01
DESCRIPTION QTY
- ---------------------------------------------------------------------------------------------------
Multitasking Ports 7
Selective Number B locking 1
AMA - Tape Operation 1
AMA - DLI I/F w Vendor Sys 1
Enhanced Partitioning 1
Interim 800 Service/10d Tmsltn 20000
Interface to Vendor CODC 1
Credit Card Special Dialing 1
Enhanced VACT Supervision 1
ANI Code Validation - 15 NPAs 15
Validated Project Code Size 4
Flat Rate Features 1
Operator Flag Digits 1
ANI Sending on FGD Trunk 1
Enhanced 800 INWATS Service 1
Page 6
Athena International,TBD
DCO-481238, 05/19/94, issue 01
DESCRIPTION QTY
- ----------------------------------------------------------------------------------------------------
ITEM 02 SS7 HARDWARE & SOFTWARE
- ----------------------------------------------------------------------------------------------------
Signalling System Controller 2
Communication Link Controller 2
Continuity Test PWBA 3
Data Link lll 2
SS-7 Software 1
Miscellaneous cables
Link Pair Software
ITEM 02A SS7 SPARES
- ----------------------------------------------------------------------------------------------------
Signalling System Controller PWBA 1
Communication Link Controller PWBA 1
Page 7
ATHENA INTERNATIONAL LTD. LIABILITY CO.
DBA ATHENA INTERNATIONAL LLC
SITE: NEW YORK, NEW YORK
PAYMENT
ADDENDUM TO LEASE AGREEMENT DATED June 25, 1996 BETWEEN
TELECOMMUNICATIONS FINANCE GROUP AND
ATHENA INTERNATIONAL LTD. LIABILITY CO.
DBA ATHENA INTERNATIONAL LLC
EFFECTIVE DECEMBER 1, 1996 (60 MONTHLY LEASE PAYMENTS)
ORIGINAL VALUE OF EQUIPMENT $451,430.34
RATE FACTOR. PER $1,000 $21.993
ORIGINAL MONTHLY LEASE PAYMENT $9,925.31
EFFECTIVE MARCH 1, 1997 (57 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION I $215,530.65
RATE FACTOR PER $1,000 $22.351
ADDITION I MONTHLY LEASE PAYMENT $4,925.09
TOTAL MONTHLY LEASE PAYMENT $14,853.40
ADDITION II $142,520.71
RATE FACTOR PER $1,000 $22.984
ADDITION II MONTHLY LEASE PAYMENT $3,282.59
TOTAL MONTHLY LEASE PAYMENT $18,135.99
EFFECTIVE SEPTEMBER 1, 1997 (51 MONTHLY PAYMENTS REMAINING)
ADDITION III $55,000.00
RATE FACTOK PER $1.000 $24.391
ADDITION III MONTHLY LEASE PAYMENT $1,341.5l
TOTAL MONTHLY LEASE PAYMENT $19,477.50
EFFECTIVE NOVEMBER 1, 1997 (49 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION IV $67,656.00
RATE FACTOR, PER $1,000 $23.183
ADDITION IV MONTHLY LEASE PAYMENT $1,703.78
TOTAL MONTHLY LEASE PAYMENT $21,181.28
TFGLA206-6.WPT
ATHENA INTERNATIONAL LTD LIABILITY CO.
DBA ATHENA INTERNATIONAL, LLC
SITE: NEW YORK NEW YORK
LEASE PAYMENTS (CONTINUED)
EFFECTIVE DECEMBER 2, 1997. THE LEASE TERM IS EXTENDED FROM 60 TO 63 MONTHS.
ADDITION V $23,909.20
LEASE PAYMENTS ARE AS FOLLOWS:
0l/O1/98 - 03/01/98 SO
04/01/98-02/01/2002 $21.811.99
TOTAL VALUE OF EQUIPMENT $956,346.90
SUMMARY OF TOTAL LEASE PAYMENTS:
3 @ $ 9,928.31 = $29,784.93
2 @ $14,853.40 = $29,706.80
4 @ $18,135.99 = $72,543.96
2 @ $19,477.50 = $38.955.00
2 @ $21,181.28 = $42.362.56
3 @ S -0- = $ -0-
47 @ $21,811.99 = $1,025,163.53
63 $1,238,516.78
ACCEPTED BY:
DATE: MARCH 2, 1998
TFOLA206-7.WPT
SCHEDULE 1 OF EXHIBIT A
(CERTIFICATE OF DELIVERY AND ACCEPTANCE)
EQUIPMENT DESCRIPTION
The items of personal property to be leased pursuant to this Lease
Agreement, dated as-of June 25, !996 between TELECOMMUNICATIONS FINANCE GROUP,
as Lessor, and ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA
INTER.NATIONAL, LLC, as Lessee, are described below and in the attached
equipment list(s):
EQUIPMENT LIST
NUMBER DESCRIPTION AMOUNT
- -------------------------------------------------------------------------------------------------------
DCO-681098 A USED RELEASE 14 DCO-CS EQUIPPED AND $448,000.00
WIRED FOR 2304 PORTS PER DCO-681093,
ISSUE 01, DATED 05/29/96. INCLUDES TOLL-
FREE NUMBER EXPANSION AND 4-DIGIT CIC
FEATURES INCLUDING INSTALLATION.
ENHANCED SS-7 WITH 800 PORTABILITY.
INCLUDES SS-7 BACKWARD CALL INDICATION
AND CIRCUIT IDENTIFICATION FEATURES.
ADDITIONAL INSTALLATION EFFORT 1,736.00
FREIGHT
1,694.34
TFG-97199 ADDITION I 215,530.65
TFG-97217 ADDITION II 142,820.71
TFG-97266 ADDITION III 55,000.00
TFG-97293 ADDITION IV 67,656.00
TFG-98017 ADDITION V 23.909.20
---------
TOTAL $956.346.90
===== ===========
The above described equipment installed at:
60 Hudson Street, Suite MI6, New York, New York 10013
ACCEPTED BY:
DATE: MARCH 2, 1998
Dated: June 25, 1996
Revised: February 6, 1997
Revised: March 27, 1997
Revised: July 31, 1997
Revised: October 13, 1997
Revised: February, 26, 1998
TFGLA206-4.WPT
EQUIPMENT LIST # TFG-98017 DATED: February 26, 1998
- --------------------------
COMPANY: ATHENA INTERNATIONAL LTD. LIABILITY CO.
ATHENA INTERNATIONAL LLC
ADDITION: V
SITE LOCATION: NEW YORK. NEW YORK
PART NO./DESCRIPTION QUANTITY AMOUNT
-------------------- -------- ------
STN,
----
RESTRUCTURE CHARGES $23,909.20
----------
TOTAL $23.909.20
===== ==========
TFGLA206-5.WPT
EQUIPMENT LIST # TFG-97293 DATED: October 13, 1997
COMPANY: ATHENA INTERNATIONAL LTD. LIABILITY CO.
ATHENA INTERNATIONAL, LLC
ADDITION: IV
SITE LOCATION: NEW YORK, NEW YORK
PART NO./DESCRIPTION QUANTITY AMOUNT
- ---------------------- -------- ------
SS-C
DTF-04 1152 PORT ADDITION PER
DCO-710018; ISSUE 1, DATED 01/03/97
(S.O.#072299) AS FOLLOWS:
MATERIAL 1 LOT $58,118.00
INSTALLATION 7,900,00
FREIGHT 1,638.00
--------
TOTAL $67,656.00
===== ==========
SIEMENS
Stromberg-Carlson
Installation Site: New York, NY
PART NUMBER DESCRIPTION QTY
----------- ----------- ---
ITEM 01
DTF-O4
-------
817577-900 MG Basic DTF Assembly 1
817577-901 MG, DS1 Host CUA 6
817577-902 MG, Basics PWBAs DS1 CUA 6
207600-225 Frame Weldment 1
207800--079 Pkg Assy Front Door Mtg Hardware 1
207800-080 Pkg Assy Rear Door Mtg Hardware 1
207600-58 Door Assembly, Right I/0 2
207600-159 Door Assembly, Left I/0 2
207600-721 PWBA Guide 6
817560-606 PWBA, T1 Interface 48
817577-917 MG Blower w/Fan Alarm, Base 1
PRT.-00
-------
817576-938 Mod Group, Circuit Breaker 2 2
Miscellaneous
-------------
DSX-DR19 Cross Connect Panel 2 2
DOC-ADD Additions Documentation 1 1
EQUIPMENT LIST # TFG.97199 DATED: February 6, 1997
COMPANY: ATHENA INTERNATIONAL LTD. LIABILITY CO,
ATHENA INTERNATIONAL, LLC
ADDITION: I
SITE LOCATION: NEW YORK, NEW YORK
PART N0./DESCRIPTION QUANTITY AMOUNT
-------------------- -------- ------
SS-C
----
1152 PORT ADDITION PEP,. DCO-681113,
ISSUE 01, DATED 07/01/96 (S.O.#070570)
AS FOLLOWS:
MATERIAL 1 LOT $82,000.00
INSTALLATION 9,400.00
FREIGHT 608.65
REAL TIME ANI FEATURE #3823435
(S.O.#071803) 1 LOT 26,667.00
THIRD PARTY VENDOR-ACTION TELCOM
--------------------------------
AMS PRIMARY SYSTEM, NAMS SECONDARY SYSTEM,
VAS-AUTOMATED VOICE ALARMING SYSTEM, TCP/IP
PACKAGE, NETPLAN- LERG (SEE ATTACHED EQUIPMENT
LIST) 1 LOT 96,855.00
---------
TOTAL $215,530.65
===== ===========
'TFGLA206-5.WPT
EQUIPMENT LIST # TFG-97217 DATED: March 27, 1997
COMPANY: ATHENA INTERNATIONAL LTD. LIABILITY CO.
ATHENA INTERNATIONAL, LLC
ADDITION: II
SITE LOCATION: NEW YORK, NEW YORK
PART NO./DESCRIPTION QUANTITY AMOUNT
- -------------------- -------- ------
SS-C
DTF-03, 1152 PORT ADDITION PER
DCO- 710001, ISSUE 2, DATED
01/03/97 (S.O.#070921) AS
FOLLOWS:
MATERIAL 1 LOT $80,000.00
INSTALLATION 9,400.00
FREIGHT 980.00
INCREASED AUX TABLES #820085
PER DCO- 681151, ISSUE 01,
DATED 08/19/96 (S.O.#071524)
AS FOLLOWS:
MATERIAL 1 LOT 20,000.00
2 EJH PROCESSORS WITH 1 SPARE
PER DCO- 7450001, ISSUE 01,
DATED 10/17/96 (S.O.#071532)
AS FOLLOWS:
MATERIAL 1 LOT 30,420.00
INSTALLATION 2,000.00
FREIGHT 20.71
---------
TOTAL $142,820.71
===== ===========
TLGLA206-5,WPT
EQUIPMENT LIST # TFG-97266 DATED: July 31, 1997
COMPANY: ATHENA INTERNATIONAL LTD. LIABILITY CO.
ATHENA INTERNATIONAL, LLC
ADDITION: III
SITE LOCATION: NEW YORK, NEW YORK
PART NO./DESCRIPTION QUANTITY AMOUNT
- -------------------- -------- ------
RELEASE 15.0 UPGRADE PER
DCO-710025, ISSUE 1, DATED
04/08/97; EXPANSION OF ROUTE
GUIDE INDEXES, FFATURE #820398
(S.O.#072809) AS FOLLOWS:
MATERIAL 1 LOT $50,000.00
INSTALLATION 5,000.00
----------
TOTAL $55,000.00
===== ==========
TLGLA206-5.WPT
Stromberg-Carlson
Installation Site: New York, NY
PART NUMBER DESCRIPTION QTY
----------- ----------- ---
Switching Equipment
ITEM 01
DTF-02
------
817577-900 DTF Frame Assembly 1
817577-901 DS-1 Host CUA 6
817577-902 DS-1 Basic PWBAS 5
817560-626 T-1 Interface PWBA 48
207600-225 DTF Frame Assembly 1
207600--721A Card Guide 6
207800-079 Front Door Mounting 1
207800-080 Rear Door Mounting 1
207600-158 Right Door 2
207600-159 Left Door 2
817577-924 Base Mount Blower Assembly 1
LTF-01
------
814574-900 LTF Frame Assembly 1
814574-901 Supervisory Panel 1
814574-904 Ejector Bar 2
814574-903 Terminator Assembly 1
207600-720 Card Guide 1
207600-210 LTF Frame Package 1
207600-014 Terminal Block Assembly 1
681113NY/1: 07/01/96 - 2 -
Stromberg-Carlson
Installation Site: New York, NY
PART NUMBER DESCRIPTION QTY
----------- ----------- ---
ITEM 01
LTF-01 (Cont)
-------------
814574-992 Universal Service CUA 1
814574-995 Basic PWBAs 1
814742-576 Digital DTMF Receiver PWBA (FOC) 1
814571-686 Digital TMF Receiver PWBA 3
814572-576 Digital TMF Sender PWBA 3
814695-556 Digital DTMF Sender PWBA 3
814643-596 Digital DTMF Receiver PWBA 17
207600-160 Front Door Mounting 1
207600-471 Rear Door Mounting 1
207600-158 Right Door 2
207600-159 Left Door 2
CMF
814095-616 Service Group Diag. PWBA 1
822003-596 1024 Port TSI PWBA 4
822002-526 TSI/PGH Interface PWBA 4
207800-482 TSI/PGHGP Cable 4
822005-546 TPP 0 PWBA 2
822006-576 TPP 1 PWBA 2
822017-566 TPP 2 PWBA 2
822068-811 Diag. Grading Panel CCS-02 1
881113NY/1: 07/01196 -3-
Stromberg-Carlson
Installation Site: New York, NY
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
Switching Equipment
ITEM 01
PRT
817576-938 Circuit Breaker 4
Miscellaneous
4-24419-0290 DSX Panel, ADC DSX-DR 19 2
PJ716 Bantem Patch Cord 8
DOC-ADD Additions Documentation 1
881113NY/1: 07/01/96 -4-
ACTION TELCOM EQUIPMENT LIST
- -------------------------------------------------------------------------------------------------------------
>>>>> EQUIPMENT LIST AND WARRANTY INFORMATION ON NAMS SALE <<<<<
- ------------------------------------------------------------------------------------------------------------
CUSTOMER: Athena PROJECT CODE -
BUSINESS OFFICE ADDRESS:
BUSINESS OFFICE PHONE#: VOICE: ( ) FAX: ( )
SITE LOCATION:
SITE ADDRESS:
SITE PHONE VOICE: ( ) FAX: ( ) NAMS: ( )
SWITCH TECH:
SYSTEM NAME:
PURCHASE DATE: STARTUP DATE: WARRANTY END DATE:
PRIMARTY SYSTEM EQUIPMENT: Name: Password:
Make Model# Serial# I/O IRQ ADDR STK
---- ------ ------- --- --- ---- ---
KB ACER 6311-K K6366280752P
MON ACER 7134-T M3TP61113253
HDC Adaptec-Built-in AIC7870P 719411
HD IBM DHFS M1A63-B9466 ID=3 (4-GB)
HD IBM DHFS EC486509 ID=0 (4-GB)
HD IBM DHFS B81929 ID=1 (4-GE)
FD Mitsumi (1.44) D359T5 3170675
FD Panasonic (1.2) JU-475-5 00197599
TD Tandberg TDC-42222 42205208 ID=2
SL1 Digi Host-Ad. (1P)77000218 095251179
SL1 Digi Conc. (1P)70000666 09525179
X25 SWG SGX 10870 300 15 D0000
X25 SWG SGX-Daughter N/A
PRN Epson LP-870 40Ul133226 7 3bc-3be
MET RACAL PCI Interlan T2 207011BEAFC 14 PCI Slot 1
SER ACER Built-in Com 1/Com-2 4/3 3f8/2f8
CD NEC CDR222 5X012024212
DIA AVAS D/21D CG209544 5 D2000
P/S DELTADPS350EB Y2622003618
I/P ADDRESS=
MEMORY=
SPEED=
SOFTWARE: Primary
-------------------------------------------------------------------------------
Key Make Serial # Activation-Key#
-------------------------------------------------------------------------------
SCO UNIX sysV _2DC030716 ollnxecm
FoxPro-V2.6 N/A
NAMS ATC NAMS II N/A
TERM Century: CSU150754U3 fencabnn .
NETCOM II version 4.5.3a net25828 Tc08a150e
NOTES:
- -------------------------------------------------------------------------------
>>>>> EQUIPMENT LIST AND WARRANTY INFORMATION ON NAMS SALE <<<<<
- -------------------------------------------------------------------------------
CUSTOMER: Athena
SITE LOCATION: Denver
SYSTEM NAME:
SECONDARY SYSTEM EQUIPMENT: Name: Password
- --------------------------------------------------------------------------------
Key Make Model # Serial # I/O IRQ ADDR STX
- --------------------------------------------------------------------------------
PC ACER F520HB 1900022536
KB ACER 6311-K K6366200166-P
MON ACER 7134T M3TP62407942
VC ET4W32-5 0167237
HDC Adaptec (On-Board) AIC-7870P 719411
HD IBM DORS-32160 11S46H6072ZIMOOO2T6484 id=O
FD Mitsumi (1.44) D359T5 2974189
FD Panasonic (1 2) JU-475-5 00026718
CD Sony CDU-76S 5032202 id=2
TD Tandberg 2.5GB TDC 4220 42205084
X25 SWG SGX 108880
NET RACAL Interlan PCI-T2 0207011C0368
SER ACER (Built-in)
Power Supply DPS-200BP-8 S46150422818
I/P ADDRESS
MEMORY=
SOFTWARE: Secondary
-------------------------------------------------------------------------------
Key Make Serial # Activation-Key#
-------------------------------------------------------------------------------
OS SCO UNIX sysV _2DG004883 _ivdjvdej
NAMS ATC NAMS II
PC ACER F520HB 1900022536
.
-------------------------------------------------------------------------------.
Key Make Serial # Activation-Key# K
-------------------------------------------------------------------------------.
DSU DDC VRT-1 (Stat-Mux)
DSU DDC VRT-1 (Stat-Mux)
DSU DDC VRT-1 (X.25 Link)
DSU DDC VRT-1 (X.25 Link)
Modem Multitec MT2834ZDX (Primary) 4425003
Modem Multitec MT2834ZDX (Secondary) 4425001
LOG: ATHENA Primary & Secondary
- -96 Unpack and set up equipment. Perform operational checks.
- -18-96 isassemble equipment as necessary to obtain and log serial
numbers from individual boards and components. Gather and log software serial
numbers and activation keys. Configure and install AVAS, X25 boards and
reassemble equipment. Performed operational checks. JR -19-96 Secondary:
Verified OS version. Performed SCRATCH and BCHECK RC modifications. Checked
serial and parallel ports. Removed and reinstalled tape device. Configured
printer. Made Root & Boot and tape backup Tuned shell and relinked kernel.
Installed software drivers for SGX and Dialogic boards, Loaded Where and CLS
programs. Installed TERM and NAMS. KP Also modified gettdefs and changed IRQ on
Racal network card to 14 and made ALAD driver and Boot disk,EISA Configuration
Utility disk.
Installation Site: New York, NY
ITEM 01
PART NUMBER DESCRIPTION QTY
- ----------- ------------ ---
Switching Equipment
Line Trunk Frame (LTF)
----------------------
OCCSLTFFRM Line Trunk Frame 1
814742-566 Diagnostic Test Gen/Monitor 1
LTFDOORS LTF Doors, Front & Rear 1
LINGRPCUA Line Group CUA (LTF) 1
SLTFUTSCUA Trk/Svc Ckt CUA Grp 1
SLTFUSCUA Svc Ckt CUA Grp 6
814571-706 Digital TMF Rcv. (2/PWBA) 33
814572-576 Digital Sender (TMF/SATT) 9
814695-556 Digital DTMF Sender 9
814643-596 Digital DTMF Receiver 36
814742-576 FOC) Digital DTMF Receiver 6
814574-936 2-Wire E&M Trunk PWBA 2
814574-932 Loop Trunk, Reverse Batt PWBA 1
Digital Trunk Frame (DTF)
-------------------------
OCCSDTFFRM Digital Trunk Frame 2
DTFDOORS DTF Doors, Front & Rear 2
SDSIHSTCUA DS1 Host Ckt CUA 12
817560-626A TL Interface PWBA 96
817577-917A Blower Assembly w/fan Alarm 2
-1-
Installation Site: New York, NY
PART NUMBER DESCRIPTION QTY
- ----------- ------------ ---
Switching Equipment
Control & Maintenance Frame (CMF)
---------------------------------
SCMFOCC Control & Maint Frame 1
CMFDOORS CMF Doors, Front & Rear 1
822068-819 DLI Transfer 1
814635-086 PWBA Ring (Nti) 1
814721-666 Serial Line Unit PWBA 1
822010-676 Disk Drive Assy 2
822010-656 Tape Drive 1
817702-556 Traffic Measurement/Rec 1
817620-556 MSA PWBA 1
814727-626 J2 Maintenance Processor 1
822010-606 Power & Alarm PWBA 1
817680-606A BMUX PWBA 1
822222-606A DLI-II 1
TSIPWB17 TSI PWBA 8
822702-536A PXAM II - 4MB 2
822727-696A J-Processor (SMB) 2
814770-656 PXA Memory PWBA 1/Mbyte 1
TPPOPWB17 TPP PWBA (Sectors 0) 1
OCCSNCS Sync Network Clock (Slave) 1
822718-596 Feature Processor (PWBA) 2
814095-626 Service Group Diag. PWBA 1
OCCTAPE Tape Control PWBAs 1
814722-216A RS232 Interface Module 7
-2-
Installation Site: New York, NY
ITEM O1
PART NUMBER DESCRIPTION QTY
- ----------- ------------ ---
Switching Equipment
814629-904 Ringing Generator (20 Hz) 1
817576-934 200VA DC/AC Non-Redund. Invtr 1
814215-820 Cook 4 Chan Announcer (NT5M) 1
203352-681 4 Channel Announcer 1
Automatic Message Accounting
----------------------------
SAMAFRM AMA Frame 1
AMADOORS AMA Doors Rear 2
814421-909 Cook 1600 BPI Strapping 2
Miscellaneous
--------------
4-24419-0290 DSX Pnl-ADC DSX-DR 19 w/cord 4
PJ716 Bantam Patch Cord 16
2200B Channel Access Unit 1
202975-592 7' x 19" Relay Rack 1
207800-284 Installation Material 1
200110-119 Fuse 1 1/3 amp 20
200110-129 Fuse 3 amp 10
200110-429 Fuse 10 amp 5
200110-139 Fuse 5 amp 10
-3-
Installation Site: New York, NY
ITEM 01
PART NUMBER DESCRIPTION QTY
- ----------- ------------ ---
Switching Equipment
Miscellaneous (Cont.)
---------------------
SD0000 Std System Documentation 1
D0001 Specifications, Paper 2
D0002 Site Drawings, Paper 2
203352-600 Hendry Filtered Fuse Panel 1
207630-911 Modem Eliminator OCC 2
207630-901 PKG Assy/Modem Eliminator 4
Superstructure & Cabling 1
Battery Distribution Frame
--------------------------
814053-043A 7ft Battery Discharge Frame 1
207521-733 Shield 1
Power Equipment
---------------
(Separate Item)
Distribution Frame Equipment
----------------------------
5065-8 Term Blocks Newton 8 x 26 4
5054 Newton Bracks (1 per 2 blks) 2
Maintenance & Administration Equipment
---------------------------------------
202958-464 Tape Cartridge 1
203352-608 Arrow Tape Drive Cleaning Kit 1
203352-677 ADDS Video Terminal 1
203352-283 Genicom 2120 Keyboard/Printer 1
7271-964 Box, Teleprinter Paper 1
-4-
Installation Site: New York, NY
ITEM 01
PART NUMBER DESCRIPTION QTY
- ----------- ------------ ---
Switching Equipment
Spare Circuit Packs
-------------------
200110-099 Fuse 1/2 Amp 1
207630-042 Power Supply Shield 1
555020-125 Fuse, 3AG, 3A 1
555366-001 Switch, SPST 1
814288-526 Tape Diagnostic PWBA 1
814291-546 Tape Motion Cont. PWBA 1
814298-526 Tape Buffer PWBA 1
814439-056 PGC-1 PWBA 1
814440-076 PGC-2 PWBA 1
814441-056 MUX/DEMUX PWBA 1
814462-036A Power Supply PWBA 1
814463-026A Power Supply PWBA 1
814539-026 CMOS Codec Comm. PWBA 1
814727-626 J2 Maintenance Processor 1
817113-086 Power Supply PWBA 1
817524-066A LTC Interconnect PWBA 1
817560-626A TI Interface PWBA 1
817561-526 T1 I/F Control 1 PWBA 1
817562-566 T1 I/F Control 2 PWBA 1
817564-026A Power Supply PWBA 1
817581-026 DS1 Terminator PWBA 1
817702-556A TMIRS Processor 1
822010-656 Tape Drive 1
822010-666 Tape Drive PWBA 1
822015-536 Clock Generator (SNC) PWBA 1
822024-036A Power Monitor PWBA 1
822033-596A MCG - II PWBA 1
822034-536A Master Clock Dist. PWBA 1
822289-566A TBI II PWBA 1
-5-
Installation Site: New York, NY
ITEM 01
PART NUMBER DESCRIPTION QTY
- ----------- ------------ ---
Switching Equipment
Spare - Circuit Packs (Cont.)
822723-556A Data Link III PWBA 1
822726-526A HD MSA/SL PWBA 1
822010-606A MSDA Pwr & Alarm 1
822010-636 Disk Drive Assy 1
822222-606A DLI-II 1
Software Features
-----------------
999948 OCC Basic Features Package 1
011219 Trunks Automatic Routine 1
Testing
011289 Out of Svc Limit for Server 1
Grp. Eq.
012970 Glare Guard 1
018000 Paginated Print-out 1
026609 Route Treatment Expansion 1
053140 Alarm Repeat Notification 1
053150 Alarm LSSGR Compliant 1
053770 Alarm Spurt Alarm During 1
Transfer
056519 Automatic Switch-Over 1
146339 TMRS LSSGR Format 1
146429 TMRS Additional Matrix 1
Elements
146439 TMRS Additional Cell Grouping 1
Registers
146449 TMRS Separations Summary 1
Reporting
146459 TMRS Expanded Separations 1
Reporting
-6-
Installation Site: New York, NY
- --------------------------------------------------------------------------------
ITEM 02 SS7 HARDWARE & SOFTWARE QTY
- --------------------------------------------------------------------------------
822057-526 Signalling System Controller 2
822055-536 Communication Link Controller 2
814742-586 Continuity Test PWBA 3
003009/ SS-7 Software 1
003019
003069 Link Pair Software 2
826210 SS7 Optional Backward Call 1
Indication
826220 SS7 Circuit Identification 1
(This Item is included in Item 01)
ITEM 02A SS7 SPARES
- --------------------------------------------------------------------------------
822057-526 Signalling System Controller 1
822055-536 Communication Link Controller 1
(This Item is included in Item 01)
ITEM 03 NAMS II
- --------------------------------------------------------------------------------
NAMS II Used NAMS II from ISI Site
ITEM 03A "A" LINKS
- --------------------------------------------------------------------------------
003069 "A" Links 1
(maximum additional available
is 11)
ITEM 04 "A" LINK CONSOLIDATION FEATURE
- --------------------------------------------------------------------------------
003029 "A" Link Consolidation 1
- 20 -
SIEMENS
FAX TRANSMISSION
TO: LOCATION:
CHARLIE SANTINI DENVER
FROM: LOCATION:
DOUG MCNNISI LAKE MARY
DATE: NO. OF PAGES PHONE: FAX:
7-7-98 COVER+5 407-942-5115 4407-942-5194
SUBJECT:
NEW YORK FLOORPLAN
SPECIAL INSTRUCTIONS:---------------------------------
Siemens Telecom Networks 400 Rinehart Road Lake Mary, Florida 32746 (407} 942-5000
280-001 (10/97)
{GRAPHICS OMITTED}
{GRAPHICS OMITTED}
{GRAPHICS OMITTED}
{GRAPHICS OMITTED}
{GRAPHICS OMITTED}
CONFIDENTIAL
04/27/98
Telecommunications Finance Group (Created 04/27/98)
Company: Telecommunications Finance Contract Number: CSAI-3TXPRA
Group
CEO Name: Buy/Sell Type: LE (Lease Equipment)
Address: 400 Rinehart Rd. City: Lake Mary
State: FL Zip: 32746
Phone: 407 942 5781 Fax:
Web:
CREDIT INFORMATION NOT APPLICABLE
Credit Info 1: Bank Info 1:
Credit Info 2: Bank Info 2:
Credit Info 3: Tax Exempt:
BILL CONTACT INFO
Name: Cust Account #
Phone: Fax:
Cel: Email:
PRODUCTS RATE/COST FORMAT TYPE
Debit Hard Copy
Travel CDR
Resold 800
Dedicated
1 Plus
Lease
Maintenance
Network
ATHENA INTERNATIONAL L.L.C.
CONFIDENTIAL 04/27/98
BUY/SELL CONTACT INFO NOT APPLICABLE
Name: Title: '
Phone: Fax:
Pager: Cel:
Email:
PROVISION CONTACT INFO NOT APPLICABLE
Name: Title:
Phone: Fax:
Pager: Cel:
Email: Tech Trouble Report #:
PROVISION INFO
Prov#: Cost Of Loop: Cost Of Haul:
Prov Rec Date: Cont.Trm Of Loop: Cont. Trm Of Haul:
Customer: Start Date: Start Date:
Vendor: Disc Date: Disc Date:
# Of DS1: Install Date: Inactive Date:
# Of DS3: Tested By: Date Tested
MATERIALS Sent By Date Sent Status Approved By DT. Approved
Rate Plan:
Credit Information
Traffic Forecast
Operations
Contract Athena
Contract Sec. Party
CONTRACT INFO
Contract Term: Contract Service Type:
Contract End Date: Contract Auto Renewal:
NOTES:
ATHENA INTERNATIONAL L.L.C.
STANDARD FORM UNIFORM COMMERCIAL CODE JULIUS BLUMBERG, INC. NYC, 10013
STATEMENTS OF CONTINUATION PARTIAL RELEASE, ASSIGNMENT, ETC. - FORM UCC-3
INSTRUCTIONS
1. PLEASE TYPE. This Form. Fold only along perforation for sending.
2.
3.
4.
This STATEMENT is presented to a filing officer for filing pursuant to the Uniform Commercial Code: 3. Maturity date (if any):
1. Debtor(s} (Last Name First) and address(es) 2. Secured Party(ies) and address(es) For filing Officer (Date, Time and
Filing Office)
ATHENA INTERNATIONAL, LTD. TELECOMMUNICATIONS FINANCE GROUP
LIABILITY COMPANY 400 RINEHART RD.
701 POYDRAS ST., 675 ONE SHELL SQ. LAKE MARY, FL 32746
NEW ORLEANS, LA 70139 FEIN 13-3591133
FEIN 72-1280590
4. This statement refers to original Financing Statement File No. 942086285
Filed with STATE OF COLORADO DATE FILED.............11/21/94
5.Continuation. The original financing statement between the foregoing Debtor and Secured Party, bearing file number shown above,
is still effective.
6.Termination. Secured party no Longer claims a security interest under the financing statement bearing file number shown above.
7.Assignment. The secured party's right under the financing statement bearing file number shown above to the properly described
in item 10 have been assigned to the assignee whose name and address appears in item 10.
8.Amendment. Financing Statement bearing file number shown above as amended as set forth in item 10.
9.Release. Secured Party releases the collateral described in Item 10 from the financing statement beorin9 file number shown
above.
10.
SEE EXHIBIT A TO FORM UCC-3 HERETO ATTACHED LISTING ADDITIONAL EQUIPMENT TO BE INCLUDED
UNDER THIS FINANCING STATEMENT. (ADD X - DENVER, CO)
No. of additional Sheets presented:
ATHENA INTERNATIONAL, LTD. LIABILITY COMPANY TELECOMMUNICATIONS FINANCE GROUP
By: By:
----------------------------- ------------------------------------------------
Signature(s) of Debtor(s) (necessary only if Item 8 is applicable). Signature(s) at Secured Party(ies)
STANDARD FORM - FORM UCC-3
(1) Filing Officer Copy - Alphabetical
(degree)
EXHIBIT A TO FORM UCC
EQUIPMENT :
The items of personal property to be leased pursuant to this Lease
Agreement, dated as of July 25, 1994, between Telecommunications Finance Group,
as Lessor, and Athena International Ltd. Liability Co. dba Athena International,
LLC, as Lessee, are described below and in the attached equipment list(s):
EQUIPMENT QUANTITY
- --------- --------
SEE ATTACHED EQUIPMENT LIST
#TFG-98018 DATED 02/27/98 (ADDITION X) 1 LOT
The above described equipment installed at:
910 15th Street, Suite 667, Denver, Colorado 80202-2928
EQUIPMENT LIST #TFG-98018 DATED: February 27, 1998
COMPANY: Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION: X
PART NO./DESCRIPTION QUANTITY AMOUNT
-------------------- -------- ------
STN
---
RESTRUCTURE CHARGES $ 44,193.11
THIRD PARTY VENDOR - TELESELECT
-------------------------------
VTS-60 MODEL NUMBER: 300-Y-ITS INCLUDING: 1 LOT 176,000.00
----------
TSG VTS TERMINATION SOFTWARE PACKAGE,
S/N VS97R0 l-R02 2
ICS WIN/NT COMP SYS, S/N 9711010 & 9711011 2
DIALOGIC DTI300SC COM BDS, S/N CZ034563,
CZ021715 2
DIALOGIC DT1240SC COM BD, S/N CZ034121-25,
CZ034439 6
DATAKINETICS PCCS6 SS7 BD, S/N 01170 1
RAD KILOMUX 2000, S/N 7231604-606, 7182322,
7251281, 7251278 6
RAD KVG, 5-T1M, S/N 7451153-160, 162, 164-166 12
RAD KVF,5-T1S VOICE/FAX, S/N 7428554-57,
559-563, 7414236-237,231,245,7411674-76) 16
RAD DXC HIGH SPEED FO BOARDS, S/N 735504-
510, 512, 497, 7290936-938 12
RAD DKC T1/E 1 DIGITAL CROSS CONNECT,
S/N 7440573-574 2
19" RACK S/N 978721 1
UNINTERRUPTIBLE POWER SOURCE (UPS),
S/N 971355 2
RAD MBE ETHERNET BRIDGE, S/N 7455186 &.
7430875 2
CSU/DSU, S/N 9711010-011 2
TOTAL $220,193.11
===== ===========
Commencement Date: December 2, 1997
THIS CERTIFICATE OF DELIVERY AND ACCEPTANCE is executed and delivered to
telecommunications Finance Group ("Lessor") by Athena International Ltd.
Liability Co. dba Athena International, LLC ("Lessee") pursuant to and in
accordance with the Lease Agreement date: July 25, 1994 between Lessor and
Lessee (the "Lease", the defined terms therein being used herein with their
defined meanings).
1. The Equipment covered by this Certificate consists of the items
described in Schedule I of Exhibit A of the Lease.
2. Lessee confirms that the items of Equipment covered hereby have been
delivered to it in good working order and condition, and have been
inspected and accepted by Lessee as of the Commencement Date set forth
above. Lessee hereby waives any right it may have under Section 2A-517
of the Uniform Commercial Code or otherwise to revoke this acceptance
for any reason whatsoever, including but not limited to, (i) any
assumption by Lessee that a nonconformity would be cured, (ii) any
inducement of acceptance by the Lessors assurances or any difficulty,
to discover a nonconformity before acceptance, or (iii) any Lessor
default under the Lease. Lessee further hereby waives its rights under
Sections 2A-401 and 2A-402 of the Uniform Commercial Code to suspend
performance of any of its obligations under the Lease with respect to
the Equipment hereby accepted.
lessee confirms that such items of Equipment have been installed au 910
15th Street, Suite 667, Denver, Colorado 80202-2928
4. The Lessors value of the items Of Equipment covered hereby is set forth
in the Schedule I of Exhibit A. Lessee confirms that each installment
of rent payable is as defined by the rental rate factor per thousand
dollars as specified in Section 5 of the Lease.
5. Lessee hereby: (a) confirms that the items of Equipment covered hereby
have been inspected by Lessee, have been delivered in good working
order and condition and are of the size, design, capacity and
manufacture selected by it and meet the provisions of the purchase
order(s) with respect thereto: and (b) irrevocably accepts said items
of Equipment "as-is, where-is" for all purposes of the Lease as of the
Commencement Date set forth above and shall pursue remedies to correct
deficiencies, if any, in said items of equipment under the
manufacturers warranty, provisions only.
6. Lessee hereby confirms: (i) that no Default or Event of Default is in
existence as of the Commencement Date set forth above, nor shall any
Default or Event of Default occur as a result of the lease by Lessee of
the Equipment specified here-in; and (ii) that all representations and
warranties of Lessee contained in the Lease or in any document or
certificate furnished Lessor in connection herewith, are true and
correct as of the Commencement Date set forth above with the same force
and effect as if made on such date.
7. Lessee assumes sole responsibility for ensuring that the billing center
can correctly read call records. Lessee's responsibility includes
reading daily the automatic message/ticketing accounting system and/or
polling systems tape(s) by the billing system to ensure all ticket
information is present. Risk of loss for any revenue or profit
associated therewith passes to Lessee upon cutover of any hardware or
software.
8. All of the terms, provisions and conditions of the Lease are hereby
incorporated herein and. made a part hereof as if such terms,
provisions and conditions were set forth in full in this Certificate.
By their execution and delivery of this Certificate, the parties hereto
reaffirm all of the terms, provisions and conditions of the Lease.
IN WITNESS WHEREOF, Lessee has caused this Certificate to be executed
by its duly authorized officer as of the Commencement Date set forth above.
Refer S.O.# .ADDITION X/EQUIPMENT Athena International Ltd. Liability Co.
. dba Athena International, LLC (Lessee)
LIST #TFG-98018 By: Kevin H. Pollard
----------------------
President + CEO
---------------
(Name & Title)
ACCEPTED BY:
TELECONLMUNICATIONS FTNANCE GROUP
AS OF THE -- DAY OF 19
By:
Authorized Representative of
Telecommunications Finance Group
SCHEDULE 1 OF EXHIBIT A
[CERTIFICATE OF DELIVERY AND ACCEPTANCE)
EQUIPMENT DESCRIPTION
The items of personal property to be leased pursuant to this Lease
Agreement, dated as of July 25, 1994 between Telecommunications Finance Group,
as Lessor, and Athena International Ltd. Liability Co. dba Athena International,
LLC, as Lessee, are described below and in the attached. equipment list(s):
Equipment
List Number Description Amount
- ----------- ----------- ------
DCO-481238 A Siemens Stromberg-Carlson $314,252.00
Digital Central Office Carrier
Switch Equipped and Wired for 1152
Digital Ports (DCO-481238, Issue I,
Dated 05/19/94) with a New Basic
Release 12.1 CMF, A Used AMA Frame,
SS7 with 800 Portability, SS7
Spares, One (1) Additional Pair of
"A" Links, International Operator
Service, and Route by ANI on any
700/800 Number Including
Installation
TFG-95029 ADDITION I 181,250.64
TFG-96152 ADDITION II 164,516.10
TFG-96181 ADDITION III 264,356.65
TFG-97189 ADDITION IV 68,015.31
TFG-97207 ADDITION V 63,595.58
TFG-97216 ADDITION VI 87,896.85
TFG-97242 ADDITION VII 89,193.68
TFG-97253 ADDITION VIII 58,013.66
TFG-97284 ADDITION IX 93,500.00
TFG-98018 ADDITION X 220,193.11
TOTAL $1,604,783.58
The above described equipment installed at:
910 15th Street, Suite 667, Denver, Colorado 80202-2928
ACCEPTED BY:
DATE: MARCH 2, 1998
Dated: July 25, 1994
Revised: April 24, 1995
Revised: July 23, 1996
Revised: December 2, 1996
Revised: January 13, 1997
Revised: February, 25, I997
Revised: March 25, 1997
Revised: May 7, 1997
Revised: June 11, 1997
Revised: September 3, 1997
Revised: February 27, 1998
EQUIPMENT LIST #TFG-98018 DATED: February 27, 1998
COMPANY: Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION: X
PART NO./DESCRIPTION QUANTITY AMOUNT
- -------------------- -------- ------
STN
---
RESTRUCTURE CHARGES
$ 44,193.11
THIRD PARTY VENDOR - TELESELECT
-------------------------------
VTS-60 MODEL NUMBER: 300-Y-ITS INCLUDING: 1 LOT 176,000.00
TSG VTS TERMINATION SOFTWARE PACKAGE,
S/N VS97R01-R02 2
ICS WIN/NT COMP SYS, S/N 9711010 & 9711011 2
DIALOGIC DTI300SC COM BDS, S/N CZ034563,
CZ021715 2
DIALOGIC DT1240SC COM BD, S/N CZ034121-25,
CZ034439 6
DATAKINETICS PCCS6 SS7 BD, S/N 01170 1
RAD KILOMUX 2000, S/N 7231604-606, 7182322,
7251281, 7251278 6
RAD KVG, 5-T1M, S/N 7451153-160, 162, 164-166 12
RAD KVF,5-TIS VOICE/FAX, S/N 7428554-57,
559-563, 7414236-237,231,245,7411674-76) 16
RAID DXC HIGH SPEED I/O BOARDS, S/N 735504-
510, 512, 497, 7290936-938 12
RAD DKC T1/E 1 DIGITAL CROSS CONNECT,
S/N 7440573-574 2
19" RACK S/N 978721 1
UNINTERRUPTIBLE POWER SOURCE (UPS),
S/N 971355 2
RAID MBE ETHERNET BRIDGE, S/N 7455186 &.
7430875 2
CSU/DSU, S/N 9711010-011 2
TOTAL $220,193.11
===== ===========
Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE: Denver, Colorado
LEASE PAYMENTS,
ADDENDUM TO LEASE AGREEMENT DATED JULY 25, 1994 BETWEEN
TELECOMMUNICATIONS FINANCE GROUP AND
ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA
INTERNATIONAL, LLC
EFFECTIVE FEBRUARY I, 1905 (60 MONTHLY LEASE PAYMENTS}
ORIGINAL VALUE OF EQUIPMENT $314,252.00
RATE FACTOR PER $1,000 $21.993
ORIGINAL MONTHLY LEASE PAYMENT $ 6,911.34
EFFECTIVE JUNE 1, 1995 (56 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION I $181,250.64
RATE FACTOR PER $ 1,000 $23.408
ADDITION I MONTHLY LEASE PAYMENT $ 4242.71
TOTAL MONTHLY LEASE PAYMENT $11,154.05
EFFECTIVE SEFTEMBER l, 1996 (41 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION II 5164.516.10
RATE FACTOR PER $ 1,000 $29.610
ADDITION II MONTHLY LEASE PAYMENT $ 4,871.32
TOTAL MONTHLY LEASE PAYMENT $16,025.37
EFFECTIVE JANUARY 1, 1997 137 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION III $264,356.65
RATE FACTOR PER $1,000 $32.229
ADDITION III MONTHLY LEASE PAYMENT $ 8,519.95
TOTAL MONTHLY LEASE PAYMENT $24,545.32
EFFECTIVE FEBRUARY 1, 1997 (36 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION IV $ 68,015.31
RATE FACTOR PER $ 1,000 $32.976
ADDITION IV MONTHLY LEASE PAYMENT $ 2,242.87
TOTAL MONTHLY LEASE PAYMENT $26,788.19
EFFECTIVE APRIL 1, 1997 (34 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION V $ 63,595.58
RATE FACTOR PER $ 1.000 $34.603
ADDITION V MONTHLY LEASE PAYNIENT $ 2,200.60
TOTAL MONTHLY LEASE PAYMENT $28,988.79
EFFECTIVE MAY 1, 1997 (33 MONTHLY LEASE PAYMENTS REMAINING}
ADDITION VI $ 87,896.85
RATE FACTOR PER $1,000 $35.020
ADDITION VI MONTHLY LEASE PAYMENT $ 3,078.15
TOTAL MONTHLY LEASE PAYMENT $32,066.94
Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE: Denver, Colorado
LEASE PAYMENTS (CONTINUED)
EFFECTIVE JUNE 1, 1997 (32 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION VII $ 89,193.68
RATE FACTOR PER $1,000 $35.965
ADDITION VII MONTHLY LEASE PAYMENT $ 3,207.85
TOTAL MONTHLY LEASE PAYMENT $35,274.79
EFFECTIVE JULY 1 1997 (31 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION VIII $ 58,013.66
RATE FACTOR PER $1,000 $36.971
ADDITION VIII MONTHLY LEASE PAYMENT $ 2,144.82
TOTAL MONTHLY LEASE PAYMENT $37,419.61
EFFECTIVE OCTOBER I., 1997 (28 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION IX $ 93,500.00
RATE FACTOR PER $ 1,000 $40.423
ADDITION IX MONTHLY LEASE PAYMENT $ 3,779.55
TOTAL MONTHLY LEASE PAYMENT $41,199.16
EFFECTIVE DECEMBER 2, 1997, THE LEASE TERM IS EXTENDED FROM 60 TO 74 MONTHS.
EFFECTIVE JANUARY 1, 1998 (39 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION X $220,193.11
LEASE PAYMENTS ARE AS FOLLOWS:
01/01/98-03/01/98 $ -O-
04/01/98-03/01/2001 $37,258.01
TOTAL VALUE OF EQUIPMENT $1.604.783.58
SUMMARY OF TOTAL LEASE PAYMENTS:
4 @ $ 6,911.34 = $ 27,645.36
15 @ $11,154.05 = $167,310.75
4 @ $16,025.37 = $ 64,101.48
1 @ $24,545.32 = $ 24,545.32
2 @ $26,788.19 = $ 53,576.38
1 @ $28,988.79 = $ 28,988.79
1 @ $32,066.94 = $ 32,066.94
1 @ $35,274.79 = $ 35,274.79
3 @ $37,419.61 = $112,258.83
3 @ $41,199.16 = $123,597.48
3 @ $ -0- = $ -0-
36 @ $37,258.01 = $1,341,288.36
60 $2,010,654.48
ACCEPTED BY:
DATE: MARCH 1998
ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC
SITE: LOS ANGELES, CALIFORNIA
LEASE PAYMENTS
ADDENDUM TO LEASE AGREEMENT DATED October 31, 1996 BETWEEN
TELECOMMUNICATIONS FINANCE GROUP AND
ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC
EFFECTIVE JUNE 1, 1997 (60 MONTHLY LEASE PAYMENTS)
ORIGINAL VALUE OF EQUIPMENT $370,908.98
RATE FACTOR PER $1,000 $21.993
ORIGINAL MONTHLY LEASE PAYMENT $8,157.40
EFFECTIVE JULY 1, 1997 (59 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION I $298,421.49
RATE FACTOR PER $1,000 $21.771
ADDITION I MONTHLY LEASE PAYMENT $ 6,496.93
TOTAL MONTHLY LEASE PAYMENT $14,654.33
EFFECTIVE OCTOBER l, 1997 (56 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION II $185,473.75
RATE FACTOR PER $ 1,000 $22.664
ADDITION II MONTHLY LEASE PAYMENT $ 4203.58
TOTAL MONTHLY LEASE PAYMENT $18,857.91
EFFECTIVE DECEMBER 2, 1997. THE LEASE TERM IS EXTENDED FROM.60 TO 63 MONTHS.
EFFECTIVE JANUARY 1, 1998 (56 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION III $22,777.76
LEASE PAYMENTS ARE AS FOLLOWS:
01/01/98-03/01/98 $ -0-
04/01/98-08/01/2002 $ 19,401.61
TOTAL VALUE OF EQUIPMENT $877.581.98
SUMMARY OF TOTAL LEASE PAYMENTS:
1 @ $ 8,157.40 = $ 8,157.40
3 @ $14,654.33 = $ 43,962.99
3 @ $18,857.91 = $ 56,573.73
3 @ $ -0- = $ -0-
53 @ $19,401.61 =$1,028,285.33
63 $1,136,979.45
TFGLA206-6.WPT
AMENDMENT TO LEASE AGREEMENT DATED October 31, 1996 BETWEEN
TELECOMMUNICATIONS FINANCE GROUP AND
ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC
FOR EQUIPMENT INSTALLED IN LOS ANGELES, CALIFORNIA
Effective December 2, 1997, the following sections of said Lease Agreement are
amended as follows:
1. Section 3:
The term of the lease changed from sixty. (60) months to sixty, three
(63) months.
2. Section 5(a):
The number of consecutive monthly installments of rent for the
Equipment is changed from sixty (60) months to sixty-three (63) months.
TELECOMMUNICATIONS FINANCE GROUP ATHENA INTERNATIONAL LTD. LIABILITY CO.
DBA ATHENA INTERNATIONAL, LLC
BY: BY: KEVIN H POLLARD
- -------------------------------- ---------------------------------------
President + CEO
- -------------------------------- ---------------------------------------
Authorized Representative (Name & Title)
Date Signed: Date Signed: March 2, 1998
- --------------------------------- ---------------------------------------
ATHENA INTERNATIONAL LTD. LIABILITY C0.
DBA ATHENA INTERNATIONAL, LLC
SITE: NEW YORK, NEW YORK
LEASE PAYMENTS
ADDENDUM TO LEASE AGRBEMENT DATED June 25. 1996 BETWEEN
TELECOMMUNICATIONS FINANCE GROUP AND
ATHENA INTERNATIONAL LTD. LIABILITY CO.
DBA ATHENA INTERNATIONAL, LLC
EFFECTIVE DECEMBER I, 1996 (60 MONTHLY LEASE PAYMENTS)
ORIGINAL VALUE OF EQUIPMENT $451,430.34
RATE FACTOR PER $1.000 $21.993
ORIGINAL MONTHLY LEASE PAYMENT $9,928.31
EFFECTIVE MARCH 1, 1997 (57 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION I $215,530.65
RATE FACTOR PER $ 1,000 $22.851
ADDITION I MONTHLY LEASE PAYNIENT $ 4,925.09
TOTAL MONTHLY LEASE PAYMENT $ 14,853.40
EFFICTIVE MAY I, 1997 (55 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION II $142,820.71
RATE FACTOR PER $1,000 $22.984
ADDITION II MONTHLY LEASE PAYMENT $ 3,282.59
TOTAL MONTHLY LEASE PAYMENT $18,135.99
EFFECTIVE SEPTEMBER 1, 1997 (51 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION III $ 55,000.00
RATE FACTOR PER $ 1,000 $24.391
ADDITION III MONTHLY LEASE PAYMENT $ 1,341.51
TOTAL MONTHLY LEASE PAYMENT $19,477.50
EFFECTIVE NOVEMBER 1, 1997 (49 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION IV $ 67,656.00
RATE FACTOR PER $ 1.000 $25.183
ADDITION IV MONTHLY LEASE PAYMENT $ 1,703.78
TOTAL MONTHLY LEASE PAYMENT $21,181.28
TFGLA206-6.WPT
ATHENA INTERNATIONAL LTD. LIABILITY CO.
DBA ATHENA INTERNATIONAL, LLC
SITE: NEW YORK, NEW YORK
LEASE PAYMENTS (CONTINUED)
EFFECTIVE DECEMBER 2, 1997, THE LEASE TERM IS EXTENDED FROM 60 TO 63 MONTHS.
EFFECTIVE JANUARY 1, 1998 (50 MONTHLY, LEASE PAYMENTS REMAINING)
ADDITION V $ 23,909.20
LEASE PAYMENTS ARE AS FOLLOWS
01/01/98-03/01/98 $0
04/01/98-02/01/2002 $21,811.99
TOTAL VALUE OF EQUIPMENT $956,346.90
SUMMARY OF TOTAL LEASE PAYMENTS:
3 @ $ 9,928.31 = $29,784.93
2 @ $14,853.40 = $29,706.80
4 @ $18,135.99 = $72,543.96
2 @ $19,477.50 = $38,955.00
2 @ $21,181.28 = $42,362.56
3@$ -0- =$ -0-
47 @ $21,811.99 = $1,025,163.53
63 $1,238,516.78
ACCEPTED BY:
DATE: March 2, 1998
TFGLA206-7.WPT
AMMENDMENT TO LEASE AGREEMENT DATED June 25, 1996 BETWEEN
TELECOMMUNICATIONS FINANCE GROUP AND
ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL. LLC
FOR EQUIPMENT INSTALLED IN NEW YORK, NEW YORK
Effective December 2, 1997, the following sections of said Lease
Agreement are amended as follows:
1. Section 3:
The term of the lease changed from sixty (60) months to sixty-three
(63) months.
2. Section 5(a):
The number of consecutive monthly installments of rent for the
Equipment is changed from sixty. (60) months to sixty, three (63)
months.
TELECOMMUNICATIONS FINANCE GROUP ATHENA INTERNATIONAL LTD. LIABILITY CO.
DBA ATHENA INTERNATIONAL, LLC
BY: BY: KEVIN H POLLARO
- -------------------------------- ---------------------------------------
President + CEO
- -------------------------------- ---------------------------------------
Authorized Representative (Name & Title)
Date Signed: Date Signed: March 2, 1998
- --------------------------------- ---------------------------------------
TFGLA206-2.WPT
I, Craig Berne do hereby certify that I am the Secretary of ATHENA
INTERNATIONAL LTD. LIABILITY CO, DBA ATHENA INTERNATIONAL LLC, a Limited
Liability Company duly organized and existing under the laws of the State of
Louisiana ("Company) "); that I am the keeper of the seal of the company and
company records, including, without limitation, the Operating Agreement, By-Laws
and the minutes of the meeting of the Managing Members of the Company; that the
following is an accurate and compared transcript of the resolutions contained in
the minute book of the Company, which resolutions were duly adopted and ratified
at a meeting of the Managing Members of the Company , duly convened and held in
accordance with the By-Laws and Operating Agreement of the Company on the 29 day
of March 1996 which time a quorum was present and acted throughout; and that
said resolutions have not in any way been modified, repealed or rescinded, but
are in full force and effect:
"RESOLVED, that any Managing Member of the Company be and is
hereby authorized and empowered in the name and on behalf of this
Company to enter into one or more lease agreements with
TELECOMMUNICATIONS FINANCE GROUP ('hereinafter called 'LESSOR')
concerning personal property leased to the Company; from time to time
to modify, supplement or amend any such agreements; and to do and
perform all other acts and things deemed by such Managing Member to be
necessary, convenient or proper to carry out any of the foregoing; and
be it
FURTHER RESOLVED, that all that any Managing Member shall have
done or may do in the premises is hereby ratified and approved; and be
it
FURTHER RESOLVED, that the foregoing resolutions shall remain
in full force arid effect until written notice of their amendment or
recission shall have been received by LESSOR and that receipt of such
notice shall not effect any action taken or loans or advances made by
LESSOR prior thereto and LESSOR is authorized to rely upon said
resolutions until receipt by it of written notice of any change; and be
it
FURTHER RESOLVED, that the Secretary be and is hereby
authorized and directed to certify to LESSOR that the foregoing
resolutions and provisions thereof are in conformity with the Operating
Agreement and By-Laws of this Company."
I do further certify that the Lease Agreement entered into by the
Company and LESSOR concerning the following items of personal property:
Siemens Stromberg-Carlson Designated Product plus Peripheral Equipment
is one of the agreements referred to in said resolutions and was duly executed
pursuant thereto and there are no restrictions imposed by the Operating
Agreement or By-Laws of the Company restricting the power or authority of the
Managing Members of the Company to adopt the foregoing resolutions or upon the
Company or its Managing Members to act in accordance therewith.
I do further certify that the following are names and specimen
signatures of Managing Members of the Company empowered and authorized by the
above resolutions, each of which has been duly elected to hold and currently
holds the office of the Company set opposite his name:
NAME OFFICE SIGNATURE
---- ------ ---------
William Cooper Vice President - Operations William Cooper
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the
company this 3rd day of March, 1998
(SEAL)
----------------------------------------------------
Assistant-Secretary of ATHENA INTERNATIONAL LTD.
LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC
TFGLN001
CERTIFICATE OF DELIVERY AND ACCEPTANCE
Commencement Date: December 2,1997
THIS CERTIFICATE OF DELIVERY AND ACCEPTANCE is executed and delivered to
TELECOMMUNICATIONS FINANCE GROUP ("Lessor") by ATHENA INTERNATIONAL LTD.
LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC ("Lessee") pursuant to and in
accordance with the Lease Agreement dated June 25. 1996 between Lessor and
Lessee (the 'Lease'. the defined terms therein being used herein with their
defined meanings).
1. The Equipment covered by this Certificate consists of the items
described in Schedule I of Exhibit A of the Lease.
2. Lessee confirms that the items of Equipment covered hereby have been
delivered to it in good working order and condition, and have been
inspected and accepted by Lessee as of the Commencement Date set forth
above. Lessee hereby waives any right it may have under Section 2A-517
of the Uniform Commercial Code or otherwise to revoke this acceptance
for any reason whatsoever, including but not limited to, (i) any
assumption by, Lessee that a nonconformity would be cured, (ii) any
inducement of acceptance by the Lessor's assurances or any difficulty
to discover a nonconformity before acceptance, or (iii) any Lessor
default under the Lease. Lessee further hereby waives its rights under
Sections 2A-401 and 2A-402 of the Uniform Commercial Code to suspend
performances of any of its obligations under the Lease with respect to
the Equipment hereby accepted.
3. Lessee confirms that such items of Equipment have been installed at: 60
Hudson Street. Suite M16, New York, New York 10013
4. The Lessor's Value of the items of Equipment covered hereby is set
forth in the Schedule I of Exhibit A. Lessee confirms that each
installment of rent payable is as defined by the rental rate factor per
thousand dollars as specified in Section 5 of the Lease.
5. Lessee hereby: (a) cordons that the items of Equipment covered hereby
have been inspected by Lessee, have been-delivered in good working
order and condition and are of the size. design, capacity and
manufacture selected by, it and meet the provisions of the purchase
orders) with respect thereto: and (b) irrevocably accepts said items of
Equipment "as-is, where-is" for all purposes of the Lease as of the
Commencement Date set forth above and shall pursue remedies to correct
deficiencies, if any. in said items of equipment under the
manufacturers warranty provisions only.
6. Lessee hereby, confirms: (i) that no Default or Event of Default is in
existence as of the Commencement Date set forth above, nor shall any
Default or Event of Default occur as a result of the lease by Lessee of
the Equipment specified here-in; and (ii) that all representations and
warrants of Lessee contained in the Lease or in any document or
certificate furnished Lessor in connection herewith, are true and
correct as of the Commencement Date set forth above with the same force
and effect as if made on suck date.
7. Lessee assumes sole responsibility, for ensuring that the billing
center can correctly read call records. Lessee's responsibility
includes reading daily the automatic message/ticketing accounting
system and/or polling systems tape(s) by the billing system to ensure
all ticket information is present. Risk of loss for any revenue or
profit associated therewith passes to Lessee upon cutover of any
hardware or software.
8. All of the terms, provisions and conditions of the Lease are hereby
incorporated herein and made a part hereof as if such terms, provisions
and conditions were set forth in full in this Certificate. By their
execution and delivery of this Certificate. the parties hereto reaffirm
all. of the terms, provisions and conditions of the Lease.
IN WITNESS WHEREOF. Lessee has caused this Certificate to be executed
by its duly authorized officer as of the Commencement Date set forth above.
Refer S.O. #ADDITION V/ ATHENA INTERNATIONAL LTD. LIABILITY CO.
EQUIPMENT LIST #TFG-98017 DBA ATHENA INTERNATIONAL, LLC
By: Kevin H. Pollard
------------------------------------------
President & CEO
------------------------------------------
(Name & Title)
Date Signed: March 2, 1998
-------------------------------
ACCEPTED BY:
TELECOMMUNICATIONS FINANCE GROUP
AS OF THE DAY OF 19,
By:
------------------------------------------
------------------------------------------
Authorized Representative
TFGLA206-3.WPT
SCHEDULE 1 OF EXHIBIT, A
CERTIFICATE OF DELIVERY AND ACCEPTANCE
EQUIPMENT DESCRIPTION
The items of personal property to be leased pursuant to this Lease Agreement,
dated as of June 25, 1996 between TELECOMMUNICATIONS FINANCE GROUP, as Lessor,
and ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC, as
Lessee, are described below and in the attached equipment list(s):
Equipment List
Number Description Amount
------ ----------- ------
DCO-681098 A USED RELEASE 14 DCO-CS EQUIPPED AND $448,000.00
WIRED FOR 2304 PORTS PER DCO-681093,
ISSUE 01, DATED 05/29/96. INCLUDES TOLL-
FREE NUMBER EXPANSION AND 4-DIGIT CIC
FEATURES INCLUDING INSTALLATION.
ENHANCED SS-7 WITH 800 PORTABILITY.
INCLUDES SS-7 BACKWARD CALL INDICATION
AND CIRCUIT IDENTIFICATION FEATURES.
ADDITIONAL INSTALLATION EFFORT 1,736.00
FREIGHT 1,694.34
TFG-97199 ADDITION I 215,530.65
TFG-97217 ADDITION II 142,820.71
TFG-97266 ADDITION III 55,000.00
TFG-97293 ADDITION IV 67,656.00
TFG-98017 ADDITION V 23,909.20
---------
TOTAL $956,346.90
==========
The above described equipment installed at:
60 Hudson Street, Suite M16, New York, New York I0013
ACCEPTED BY:__________________
DATE: MARCH 2, 1998
________________________
Dated: June 25, 1996
Revised: February 6, 1997
Revised: March 27, 1997
Revised: July 31, 1997
Revised: October 13, 1997
Revised: February, 26, 1998
TFOLa.206.a. WPT
EQUIPMENT LIST # TFG-98017 DATED: February 26, 1998
COMPANY: ATHENA INTERNATIONAL LTD. LIABILITY CO.
ATHENA INTERNATIONAL, LLC
ADDITION: V
SITE LOCATION: NEW YORK, NEW YORK
PART NO/DESCRIPTION QUANTITY AMOUNT
------------------- -------- ------
STN
---
RESTRUCTURE CHARGES $23,909.20
----------
TOTAL $23,909.20
==========
TFGLA206-5.WPT
CERTIFICATE OF DELIVERY AND ACCEPTANCE
Commencement Date: December 2, 1997
THIS CERTIFICATE OF DELIVERY AND ACCEPTANCE is executed and delivered to
TELECOMMUNICATIONS FINANCE GROUP ("Lessor") by ATHENA INTERNATIONAL LTD.
LIABILITY CO. DBA ATHENA INTERNATIONAL. LLC ("Lessee") pursuant to and in
accordance with the Lease Agreement dated October 31, 1996 between Lessor and
Lessee (the "Lease", the defined terms therein being used herein with their
defined meanings).
1. The Equipment covered by this Certificate consists of the items
described in Schedule 1 of Exhibit A of the Lease.
2. Lessee confirms that the items of Equipment covered hereby have been
delivered to it in good working order and condition, and have been
inspected and accepted by Lessee as of the Commencement Date set forth
above. Lessee hereby waives any right it may have under Section 2A-517
of the Uniform Commercial Code or otherwise to revoke this acceptance
for any reason whatsoever, including but not limited to, (i) any
assumption by Lessee that a nonconformity would be cured, (ii) any
inducement of acceptance by the Lessor's assurances or any difficulty
to discover a nonconformity before acceptance, or (iii) any Lessor
default under the Lease. Lessee further hereby waives its rights under
Sections 2A-401 and 2A-402 of the Uniform Commercial Code to suspend
performances of any of its obligations under the Lease with respect to
the Equipment hereby accepted.
3. Lessee Confirms that such items of Equipment have been installed at:
800 West Sixth Street. Los Angeles. California 90017
4. The Lessor's Value of the items of Equipment covered hereby is set
forth in the Schedule I of Exhibit A. Lessee confirms that each
installment of rent payable is as defined by the rental rate factor per
thousand dollars as specified in Section 5 of the Lease.
5. Lessee hereby: (a) confirms that the items of Equipment covered hereby,
have been inspected by Lessee. have been delivered in good working
order and condition and are of the size. design, capacity and
manufacture selected by. it and meet the provisions of the purchase
order(s) with respect thereto: and (b) irrevocably accepts said items
of Equipment "as-is. where is" for all purposes of the Lease as o[' the
Commencement Date set forth above and shall pursue remedies to correct
deficiencies, if any. in said items of equipment under the
manufacture's warranty provisions only
6. Lessee hereby, confirms: (i) that no Default or Event of Default b in
existence as of the Commencement Date set forth above, nor shall any
Default or Event of Default occur as a result of the lease by Lessee of
the Equipment specified here-in: and (ii) that all representations and
warranties of Lessee contained in the Lease or ha any document or
certificate furnished Lessor in connection herewith, ate true and
correct as of the Commencement Date set forth above with the same force
and effect as if made on such date.
7. Lessee assumes sole responsibility for enduring that the billing center
can correctly read all records. Lessee's responsibility includes
reading daily the automatic message/ticketing accounting system and/or
polling systems tape(s) by the billing system to ensure all ticket
Information is present. Risk of loss for any revenue or profit
associated therewith passes to Lessee upon cutover of any hardware or
software.
. All of the terms, provisions and conditions of the Lease are hereby
incorporated herein and made a part hereof as if such terms, provisions
and conditions were set forth in full in this Certificate. By their
execution and delivery, of this Certificate, the parties hereto
reaffirm all of the terms provisions and conditions of the Lease.
IN WITNESS WHEREOF. Lessee has caused this Certificate to be executed
by its duly authorized officer as of the Commencement Date set
Refer 5.O. #ADDITION III/ ATHENA INTERNATIONAL LTD. LIABILITY CO.
EQUIPMENT LIST #TFG-98016 DBA ATHENA INTERNATIONAL, LLC
(Name&Title)
Date Signed: MARCH 2,1998
ACCEPTED BY:
TELECONLMUNICATIONS FINANCE GROUP
AS OF THE - DAY OF - - 19o
By:
Authorized Representative
'TFG L.A2.06 W PT
SCHEDULE OF EXHIBIT A
{CERTIFICATE OF DELIVERY AND ACCEPTANCE)
EQUIPMENT DESCRIPTION
The items of personal property to be leased pursuant to this Lease Agreement,
dated as of October 31, 1996 between TELECOMMUNICATIONS FINANCE GROUP, as
Lessor, and ATHENA INTERNATIONAL LTD. LIABILITY CO. DBAATHENA INTERNATIONAL,
LLC, as Lessee, are described below and in the attached equipment list(s):
Equipment List
Number Description Amount
- ------ ----------- ------
DCO-681161 USED 1152 PORT EQUIPPED AND WIRED $368,950.00
RELEASE 12.1; BASIC SS-7 WITH 800
PORTABILITY; SS-7 SPARES; POWER SYSTEM;
UPGRADE TO RELEASE 14.0; DE-INSTALL AT
CALGARY, PACK; RGL EXPANSION
INCLUDING INSTALLATION
FREIGHT 1,958.98
TFG-97245 ADDITION I 298,421.49
TFG-97278 ADDITION II 185,473.75
TFG-98016 ADDITION III 22,777,76
---------
TOTAL $877,581.98
===========
The above described equipment installed at:
800 West Sixth Street, Los Angeles, California 90017
Dated: October 3 I, 1996
Revised: June 2, 1997
Revised: August 29, 1997
Revised: February 26, 1998
TfGL206-WPT
EQUIPMENT LIST # TFG-98016 DATED: February.26,1998
COMPANY: ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC
SITE LOCATION: LOS ANGELES, CALIFORNIA
ADDITION: III
PART NO,/DESCRIPTION OUANTITY AMOUNT
- -------------------- -------- ------
RESTRUCTUR.E CHARGES $22.777.76
----------
TOTAL $22.777.76
==========
TFGLA2O6-3.WPT
Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE: Denver, Colorado
LEASE PAYMENTS
ADDENDUM TO LEASE AGREEMENT DATED July 25, 1994 BETWEEN
TELECOMMUNICATIONS FINANCE GROUP AND Athena International Ltd Liability Co.
dba Athena International, LLC
EFFECTIVE FEBRUARY 1, 1995 (60 MONTHLY LEASE PAYMENTS)
- ------------------------------------------------------
ORIGINAL VALUE OF EQUIPMENT $314,252.00
RATE FACTOR PER $1,000 $21.993
ORIGINAL MONTHLY LEASE PAYNIENT $6,911.34
EFFECTIVE JUNE 1, 1995 (56 MONTHY LEASE PAYMENTS REMAINING)
- -----------------------------------------------------------
ADDITION I $181,250.64
RATE FACTOR PER $1,000 $23.408
ADDITION 1 MONTHLY LEASE PAYMENT $4,242.71
TOTAL MONTHLY LEASE PAYM.ENT $11,154.05
EFFECTIVE SEPTEMBER 1, 1996 (41 MONTHLY LEASE PAYMENTS REMAINING)
- ------------------------------------------------------ ----------
ADDITION II $164,516.10
RATE FACTOR PER $1,000 $29.610
ADDITION II MONTHLY LEASE PAYMENT $4,871.32
TOTAL MONTHLY LEASE PAYMENT $16,025.37
EFFECTIVE JANUARY l. 1997 (37 ..MONTHLY LEASE PAYMENTS REMAINING
- ----------------------------------------------------------------
ADDITION III $264,356.65
RATE FACTOR PER $1,000 $32.229
ADDITION III MONTHLY LEASE PAYMEN'I' $8,519.95
TOTAL MONTHLY LEASE PAYMENT $24,545.32
EFFECTIVE FEBRUARY 1, 1997 (36 MONTHLY LEASE PAYMENTS REMAINING
- ---------------------------------------------------------------
ADDITION IV $ 68,015.31
RATE FACTOR PER $1,000 $32.976
ADDITION IV MONTHLY LEASE PAYMENT $2,242.87
TOTAL MONTHLY LEASE PAYMENT $26,788.19
EFFECTIVE APRIL 1, 1997 (34 MONTHLY LEASE PAYMENTS REMAINING
- ----------------------------------------- ------------------
ADDITION V $63,595.58
RATE FACTOR PER $1,000 $34.603
ADDITION V MONTHLY LEASE PAYMENT $ 2,200.60
TOTAL MONTHLY LEASE PAYMENT $28,988.79
EFFECTVE MAY 1, 1997 (33 MONTHLY LEASE PAYMENTS REMAINING)
- ----------------------------------------------------------
ADDITION VI $87,896.85
RATE FACTOR PER $1,000 $35.020
ADDITION VI MONTHLY LEASE PAYMENT $3,078.15
TOTAL MONTHLY LEASE PAYMENT $32,066.94
Installation Site: New York, NY
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
ITEM 01
CMF-00, CCS-03
--------------
822068-812 Diag. Grading Panel 1
822003-596A PWBA, (2W) SI HDI 4
822002-526 PWBA, TSI PGH I/F 4
207800-482 Cable Assembly (TSI/PGH) 4
822005-546A PWBA, (2W) TPPO HDI 2
822006-566A PWBA TPP1 2
822017-556A PWBA, T PP2 2
DTF-03
817577-900 MG Basic DTF Assembly 1
817577-901 MG, DS1 Host CUA 6
817577-902 MG, Basics PWBAs DS1 CUA 6
207600-225 Frame Weldment 1
207800.079 Pkg Assy Front Door Mtg Hardware 1
207800-080 Pkg Assy Rear Door Mtg Hardware 1
207600-158 Door Assembly, Right I/O 2
207600-159 Door Assembly, Left I/O 2
207600-721 PWBA Guide 6
817560-606 PWBA, T1 Interface 48
817577-917 MG Blower w/Fan Alarm, Base 1
Stromberg-Carson
Installation Site: New York, NY
PART NUMBER- DESCRIPTION
- ------------ -----------
Switching Equipment
ITEM 01
817577-900 DTF Frame Assembly 1
817577-901 DS-1 Host CUA 6
817577-902 DS-1 Basic PWBAs 6
817560-626 T-1 Interface PWBA 48
207600-225 OTF Frame Assembly 1
207600-721A Card Guide 6
2078004379 Front Door Mounting 1
2078004380 Rear Door Mounting 1
207600-158 Eight Door 2
207600-159 Left Door 2
817577-924 Ease Mount Blower Assembly 1
LTF-01
------
814574-900 LTF Frame Assembly 1
814574-901 Supervisory Panel 1
814574-904 Ejector Bar 2
814574-903 Terminator Assembly 1
207600-720 Card Guide 1
207600-210 LTF Frame Package 1
207600.-014 Terminal Block Assembly 1
681113NY/1: 07/01/96 -2-
Stromberg-Carson
Installation Site: New York, NY
PART NUMBER DESCRIPTION
- ----------- -----------
Switching Equipment
ITEM 01
LTF-01 (Cont.)
--------------
814574-992 Universal Service CUA 1
814574-995 Basic PWBAs 1
814742-576 Digital DTMF Receiver PWBA (FOC) 1
814,571-686 Digital TMF Receiver PWBA 3
814572-576 Digital TMF Sender PWBA 3
81.4695-556 Digital DTMF Sender PWBA 3
814643-596 Digital DTMF Receiver PWBA 17
207600-160 Front Door Mounting 1
207600-471 Rear Door Mounting 1
207600-158 Right Door 2
207600-159 Left Door 2
CMF
814095-616 Service Group Diag. PWBA I
822003.596 1024 Port TSI PWBA 4
822002-526 TSI/PGH Interface PWBA 4
2078CO-.482 TSI/PGHGP Cable 4
822005-546 TPP 0 PWBA 2
822006-576 TPP 1 PWBA 2
82.2017-566 TPP 2 PWBA 2
822068.-811 Diag. Grading Panel CCS-02 1
881113NY/1 : 07/01/96 -3--
Installation Site: New York, NY
PART NUMBER DESCRIPTION
- ----------- -----------
Switching Equipment
ITEM 01
PRT
817576-938 Circuit Breaker 4
Miscellaneous
4-24419-0290 DSX Panel, ADC DSX-DR 19 2
PJ716 8antem Patch Cord 8
DOC-ADD Additions Documentation 1
881113NY/1: 07/01/98 -4-
ACTION TEMPO EQUIPMENT LIST
>>>>> EQUIPMENT LIST AND WARRANTY INFORMATION ON NAMS SALE <<<<
CUSTOMER: Athena PROJECT CODE:
BUSINESS OFFICE ADDRESS:
BUSINESS OFFICE PHONE#: VOICE: ( ) FAX: ( )
SITE LOCATION:
SITE ADDRESS:
SITE PHONE#: VOICE: ( ) FAX: ( ) NAMS: ( )
SWITCH TECH:
SYSTEM NAME:
PURCHASE DATE: STARTUP DATE: WARRANTY END DATE:
PRIMARY SYSTEM EQUIPMENT: Name: Password:
:Make :Model # :Serial # :I/O :IRQ :ADDR :STK:
----- -------- --------- ---- ---- ----- -----
ACER I 4166 1900022075
KB ACER 6311-K --K6366280752P- ----
MON ACER 7134-T M3TP61113253
VC PCI
I t
HDC Adaptec Built-in I-AIC7870P -I-719411 ------
HD IBM DHFS MIA63 B94666ID-- =3 (4-GB)
HD IBM DRYS EC486509 ID =0 (4-GB)
HD IBM DHFS B81929 ID =1 (4 GB)
FD Mitsumi (1.44) D359T5 3170675
JU-475-5 00197599
FD Panasonic(1.2) ,,
TD Tandberg -TDC-42222--42205208-- ---ID=2
SL1 Digi Host Ad. (1P)77000218-095251179
SL1 Digi Conc. {1P)70000666 -09525179 ----
X25 SWG SGX 10870 300
15 D0000
X25 SWG -SGX-Daughter N/A
PRN Epson LP-870 -40Ul133226-- 7 -3bc-3be
RET RACAL PCI Interlan T2 -0207011BEAFC- -14-PCI Slot 1
SER ACER Built-in -Com 1/Com 2 -4/3-3f8/2f8 -
5X012024212
CD NEC -CDR222 - ,
DIA AVAS ' D 5--D2000-----
/21D CG209544
P/S DELTA -DPS350EB -Y2622003618
--
I/P ADDRESS=
MORY=
:Key : Make : Serial # Activation Key #
- ---- ------ ---------- ----------------
SCO UNIX sysV -2DC030716 Project Code
FoxPro--V2 6 N/A
NAMS ATC NAMS II-- N/A
I
TERM Century CSU150754U3 - -fencabnn
NETCOM II version 4 5 3a net25828 T
- c08a150e
NOTES:
>>>>> EQUIPMENT LIST AND WARRANTY INFORMATION ON NAMS SALE <<<<<
CUSTOMER: Athena SITE LOCATION: Denver
STEM NAME:
SECONDARY SYSTEM EQUIPMENT: Name: Password:
Key Make Model # Serial # I/O IRQ ADDR STK
- --- ---- ------- -------- --- ------------
I I
PC ACER -F520HB -1900022536 --
I
KB ACER -6311-K -K6366200166 P
MON ACER -7134T M3TP62407942
VC ET4W32-5 -0167237
I
HDC Adaptec (On-Board)-AIC-7870P---719411
HD IBM -DORS-32160-- -11S46H6072ZIMOOO2T6484--,-id=0
FD Mitsumi (1 44) D359T5 2974189
FD Panasonic (1.2) -JU-475-5 '00026718
CD Sony CDU-76S 5032202 id=2-
TD Tandberg 2.SGB TDC 4220 -42205084
- --
X 25 SWG --SGX -- ~ --10880
NET RACAL Interlan PCI T2 0207011C0368
I
SER ACER (Built-in) --
Power Supply DPS-2OOBP-8 S46150422818
I/P ADDRESS=
MEMORY=
SOFTWARE: Secondary
Key Make Serial # Activation Key #
- --- ---- -------- ----------------
OS SCO UNIX sysV -2DG004883
NAMS ATC NAMS II
COMMUNICATIONS EQUIPMENT
Key # Make# Model # Serial #
- ----- ----- ------- --------
DSU DDC VRT-1 ( Stat-Mux )
DSU DDC VET-1 ( Stat-Mux )
DSU DDC VRT-1 (X.25 Link)
DSU DDC VRT-1 (X.25 Link)
Modem Multitec MT2834ZDX (Primary) 442500B
Modem Multitec MT2834ZDX (Secondary) 4425001
LOG: ATHENA Primary & Secondary
96 Unpack and set up equipment. Perform operational checks. KP /-18-96
Disassemble equipment as necessary to obtain and log serial numbers from
individual boards and components. Gather and log software serial numbers and
activation keys. Configure and install AVAS, X25 boards and reassemble
equipment. Performed operational checks. JR -19-96 Secondary: Verified OS
version. Performed SCRATCH and BCHECK RC modifications. Checked serial and
parallel ports. Removed and reinstalled tape device. Configured printer. Made
Root & Boot and tape backup. Tuned shell and relinked kernel. Installed software
drivers for SGX and Dialogic boards. Loaded Where and CLS programs. Installed
TERM and NAMS. KP Also modified gettdefs and changed IRQ on Racel network card
to 14 and made ALAD driver and Boot disk, EISA Configuration Utility disk.
Installation Site: New York, NY
item 01
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
Switching Equipment
Line Trunk Frame (L/TF)-
------------------------
OCCSLTFFRM Line Trunk Frame 1
814742-566 Diagnostic Test En/Monitor 1
LTFDOORS BTF Doors, Front & Rear 1
LINGRPCUA Line Group CUA (LTF) 1
SLTFUTSCUA Trk/Svc Ckt CUA Grp I
SLTFUSCUA Svc Ckt CUA Grp 6
814571-706 Digital TMF Rcv.(2/PWBA) 33
814572-576 Digital Sender (TMF/SATT) 9
814695-556 Digital DTMF Sender 9
814643-596 Digital DTMF Receiver 36
814742-576 (FOC) Digital DTMF Receiver 6
814574-936 2-Wire E&M Trunk PWBA 2
814574-932 Loop Trunk, Reverse Bat PWBA 1
Digital Trunk Frame (DTF)
OCCSDTFFRM Digital Trunk Frame 2
DTFDOORS DTF Doors, Front & Rear 2
SDS1HSTCUA DS1 Host CKD CUA 12
817560-626A T1 interface PWBA 96
817577-917A Blower Assembly w/fan Alarm 2
-1-
Installation Site: New York, NY
ITEM 01
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
Switching Equipment
Control '&-Maintenance Frame (CMF)
SCMFOCC Control & Manta Frame 1
CMFDOORS CMF Doors, Front & Rear 1
822068-819 --DLI Transfer 1
814635-086 PWBA Ring (N+1) 1
814721-666 Serial Line Unit PWBA 1
822010-676 Disk Drive Assay . 2
822010-656 Tape Drive 1
817702-556 Traffic Measurement/Rec. 1
817620-556 MSA PWBA 1
814727-626 J2 Maintenance Processor 1
822010-606 Power & Alarm PWBA 1
817680-606A BMUX PWBA 1
1
822222-606A DLI-II
TSIPWB17 TSI PWBA 8
822702-536A PXAM II - 4MB 2
822727-696A J-Processor (8MB) 2
814770-656 PXA Memory PWBA 1/Mbyte 1
TPPOPWB17 TPP PWBA (Sectors 0) 1
OCCSNCS Sync Network Clock (Slave) 1
822718-596 Feature Processor (PWBA) 2
814095-626 Service Group Diag PWBA 1
OCCTAPE Tape Control PWBAs 1
814722-216A RS232 Interface Module 7
-2-
Installation Site: New York, NY
ITEM 01
PART NUMBER DESCRIPTION
- ----------- -----------
Switching Equipment
Power & Test Frame (PRT)
------------------------
SPRTF Power Ringing & Tst Fr 1
PRTDOORS PRT Doors, Front & Rear 1
817576-938 Circuit Breaker 100 Amp 9
814475-036 Alarm Sender PWBA 1
817576-912 Basic Cabinets & MTG for N+1) 1
814629-904 Ringing Generator (20 Hz) 1
817576-934 200VA DC/AC Non-Refund. Invtr 1
814215-820 Cook 4 Chan Announcer (NT5M) 1
203352-681 4 Channel Announcer 1
Automatic Message Accounting
----------------------------
SAMAFRM AMA Frame 1
AMADOORS AMA Doors Rear 1
814421-908 Cook 1600 BPI Tape Drives (2) 2
814421-909 Cook 1600 BPI Strapping 2
,%
Miscellaneous
4-24419-0290 DSX Pnl-ADC DSX-DR 19 w/cord 4
PJ716 Bantam Patch Cord 16
2200B Channel Access Unit 1
203352-645 9600 Full Duplex Modems 1
202975-592 7' x 19" Relay Rack 1
207800-284 Installation Material 1
200110-119 Fuse 1 1/3 amp 20
200110-129 Fuse 3 amp 10
200110-429 Fuse 10 amp 5
200110-139 Fuse 5 amp 10
-3-
Installation Site: New York, NY
ITEM 01
Switching Equipment
Miscellaneous (Cont.)
SD0000 Std System Documentation 1
D0001 Specifications, Paper 2
D0002 Site Drawings, Paper 2
203352-600 - Hendry Filtered Fuse Panel 1
207630-911 Modem Eliminator OCC 2
207630-901 PKG Assy/Modem Eliminator 4
Superstructure & Cabling 1
Battery Distribution Frame
--------------------------
814053-043A .7ft Battery Discharge Frame 1
207521-733 Shield 1
Power Equipment
---------------
(Separate Item)
Distribution Frame Equipment
----------------------------
5065-8 Term Blocks Newton 8 x 26 4
5054 Newton Bracks (1 per 2 blks) 2
Maintenance & Administration Equipment
--------------------------------------
202958-464 Tape Cartridge 1
203352-608 Arrow Tape Drive Cleaning Kit 1
203352-677 ADDS Video Terminal 1
203352-283 Genicom 2120 Keyboard/Printer 1
7271-964 Box, Teleprinter Paper 1
-4-
Installation Site: New York, NY
ITEM 01
PART NUMBER Spare Circuit Packs
- ---------------- -------------------
200110-099 Fuse 1/2, Amp 1
207630-042 Power Supply Shield 1
555020-125 Fuse, 3AG, 3A 1
555366-001 Switch, SPST 1
814288-526 Tape Diagnostic PWBA 1
814291-546 Tape Motion Cont, PWBA 1
814298-526 Tape Buffer PWBA 1
814439-056 PGC-1 PWBA 1
814440-076 PGC-2 PWBA 1
814441-056 MUX/DEMUX PWBA 1
814462-036A Power Supply PWBA 1
814463-026A Power Supply PWBA 1
814539-026 CMOS Codec Comm. PWBA 1
814727-626 J2 Maintenance Processor 1
817113-086 Power Supply PWBA . 1
817524-066A LTC Interconnect PWBA 1
817560-626A T1 Interface PWBA . 1
817561-526 T1 I/F Control 1 PWBA 1
817562-566 T1 I/F control 2 PWBA 1
817564-026A Power Supply PWBA 1
817581-026 DS1 Terminator PWBA 1
817702-556A TMRS Processor 1
822010-656 Tape Drive 1
822010-666 Tape Drive PWBA 1
822015-536 Clock Generator (SNC) PWBA 1
822024-036A Power Monitor PWBA 1
822033-596A MCG - II PWBA 1
822034-536A Master Clock Dist PWBA 1
822289-566A TBI II PWBA 1
-5-
Installation Site: NewYork, NY
ITEM 01
DESCRIPTION - QTY
----------- - ---
PART NUMBER Spare- Circuit Packs (Cont.)
- ------------- ----------------------------
822723-556A Data Link III PWBA 1
822726-526A HD MSA/SL PWBA 1
822010-606A MSDA Pwr & Alarm 1
822010-636 Disk Drive Assy 1
822222-606A DLI-II 1
Software Features
-----------------
999948 OCC Basic Features Package 1
011219 Trunks Automatic Routine 1
Testing
011289 Out of Svc Limit for Server 1
Grp. Eq.
012970 Glare Guard 1
018000 Paginated Print-out 1
026609 Route Treatment Expansion 1
053140 Alarm Repeat Notification 1
053150 Alarm LSSGR Compliant. 1
053770 Alarm Spurt Alarm During 1
Transfer
056519 Automatic Switch-Over 1
146339 TMRS LSSGR Format 1
146429 TMRS Additional Matrix 1
Elements
146439 TMRS Additional Cell Grouping 1
Registers
146449 TMRS Separations Summary 1
Reporting
146459 TMRS Expanded Separations 1
Reporting
-6-
Installation Site: New York, NY
DESCRIPTION QTY
----------- ---
ITEM 02 SS7 HARDWARE & SOFTWARE
- ------- -----------------------
822057-526 Signaling System Controller 2
822055--536 Communication Link Controller 2
814742-586 Continuity Test PWBA 3
003009/ SS-7 Software 1
003019
003069 Link Pair Software 2
826210 SS7 Optional Backward Call 1
Indication
826220 SS7- circuit Identification 1
(This Item is included in Item 01)
ITEM 02A SS7 SPARES
- -------- ----------
822057-526 Signaling System Controller 1
822055-536 Communication Link Controller 1
(This Item is included in Item 01)
ITEM 03 NAMS II
- ------- -------
NAMS II Used NAMS II from ISI Site I
ITEM 03A "A" LINKS
- -------- ---------
003069 "A" Links 1
(maximum additional available
is 11)
ITEM 04 "A" LINK CONSOLIDATION FEATURE
- ------- ------------------------------
003029 "A" Link Consolidation 1
- 20 -
SIEMENS
FAX TRANSMISSION
TO: LOCATION:
FROM: LOCATION:
DATE: NO. OF PAGES: PHONE: FAX:
7-7-98 cover + 5 407-942-5115 407-942-5194
SUBJECT:
NEW YORK FLOORPLAN
SPECIAL INSTRUCTIONS:
Siemens Telecom Networks 400 Rinehart Road Lake Mary, Florida 32746 (407) 942-5000
Jtm 280-00l (10/97)
Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE: Denver, Colorado
LEASE PAYMENTS (CONTINUED)
EFFECTIVE JUNE 1, 1997(32 MONTHLY LEASE PAYMENTS REMAINING)
- -----------------------------------------------------------
ADDITION VII $ 89,193.68
RATE FACTOR PER $ l,000 $35.965
ADDITION VII MONTHLY LEASE PAYMENT $ 3,207.85
TOTAL MONTHLY LEASE PAYMENT $35,274.79
EFFECTIVE JULY 1, 1997 (31 MONTHLY LEASE PAYMENTS REMAINING)
- ------------------------------------------------------------
ADDITION VIII S 58,013.66
RATE FACTOR PER $1,000 $36.971
ADDITION VIII MONTHLY LEASE PAYMENT $ 2,144.82
TOTAL MONTHLY LEASE PAYMENT S37,419.6I
EFFECTIVE OCTOBER 1, 1997 (28 MONTHLY LEAE PAYMENTS REMAINING)
- --------------------------------------------------------------
ADDITION IX $ 93,500.00 '
RATE FACTOR PER $ 1,000 $40.423
ADDITION IX MONTHLY LEASE PAYMENT $ 3,779.55
TOTAL MONTHLY LEASE PAYMENT $41.199.16
EFFECTIVE DECEMBER 21997, THE LEASE TERM IS EXTENDED FROM 60 TO 74 MONTHS.,
- ---------------------------------------------------------------------------
EFFECTIVE JANUARY 1,1998 (39 MONTHLY LEASE PAYMENTS REMAINING)
- --------------------------------------------------------------
ADDITION X S220,193.11
LEASE PAYMENTS ARE AS FOLLOWS:
01/01/98 - 03/01/98 S -0-
04/01/98 - 03/01/2001 S37,258.01
.TOTAL VALUE OF EQUIPMENT Sl,604.783,58
============
SUMMARY OF TOTAL LEASE PAYMENTS:
4 @ $ 6,911.34 = $ 27,645.36
15 @ $I 1,154.05 = $ 167,310.75
4 @ $16,025.37 = $ 64,101.48
1 @ $24,545.32 = $ 24.545.32
2 @$26,788.19 = $ 53,576.38
1 @ S28.988.79 = $ 28.988.79
1 @ $32,066.94 = $ 32.066.94
1 @ $35,274.79 = $ 35,274.79
3 @ $37,419.61 = $ 112258.83
3 @$41,199.16 = $ 123,597.48
3 @$ -0- = $ -0-
36@ $37,258.0 1 =-$1,341,288.36
- -- -------------
60 $2,010,654.48
=============
ACCEPTED BY:
DATE: MARCH 2/1997
SCHEDULE 1 OF EXHIBIT A
(CERTIFICATE OF DELIVERY AND ACCEPTANCE)
EQUIPMENT DESCRIPTION
The items of personal property to be leased pursuant to this Lease Agreement,
dated as of July 25, 1994 between Telecommunications Finance Group, as Lessor,
and Athena International Ltd. Liability Co. dba Athena International, LLC, as
Lessee, are described below and in the attached equipment list(s):
Equipment List
Number [Description Amount
- ------ ------------ ------
DCO-481238 A Siemens Stromberg-Carlson $314,252.00
Digital Central Office Carrier Switch
Equipped and Wired for 1152 Digital
Ports (DCO-481238, Issue 1, Dated 05/19/94)
with a New Basic Release 12.1 CMF, A
o Used AMA Frame, SS7 with 800 Portability,
SS7 Spares, One (1) Additional Pair of
"A" Links, International Operator Service,
and Route by ANI on any 700/800
Number Including Installation
TFG-95029 ADDITION I 181,250.64
TFG-96152 ADDITION II 164,516.10
TFG-96181 ADDITION III 264,356.65
TFG-97189 ADDITION IV 68,015.3I
FG-97207 ADDITION V 63,595.58
TFG-97216 ADDITION VI 87,896.85
TFG-97242 ADDITION VII 89,193.68
TFG-97253 ADDITION VIII 58,013.66
TFG-97284 ADDITION IX 93,500.00
TFG-98018 ADDITION X 220,193.11
----------
TOTAL $ 1,604,783.58
==============
The above described equipment installed at:
910 15th Street, Suite 667, Denver, Colorado 80202-2928
ACCEPTED BY:
DATE: MARCH 2, 1998
Dated: July 25, 1994
Revised: April 24, 1995
Revised: July 23, 1996
Revised: December 2, 1996
o Revised: January 13, 1997
Revised: February 25, 1997
Revised: March 25, 1997
Revised: May 7, 1997
Revised: June 11, 1997
Revised: September 3,1997
Revised: February 27,1998
EQUIPMENT LIST #TFG-98018 DATED: February 27, 1998
COMPANY: Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION: X
PART NO./DESCRIPTION QUANTITY AMOUNT
- -------------------- -------- ------
STN
---
RESTRUCTURE CHARGES $44,193.11
THIRD PARTY VENDOR- TELESELECT
------------------------------
VTS.60 MODEL NUMBER: 300-Y. ITS INCLUDING: 1 LOT 176.000.00
TSG VTS TERMINATION SOFTWARE PACKAGE, ----------
S/N VS97R01 -R02 2
ICS WIN/NT COMP SYS, S/N 9711010 & 9711011 2
DIALOGIC DTI300SC COM BDS, S/N CZ034563,
CZ021715 2
DIALOGIC DT1240SC COM BD, S/N CZ034121-25,
CZ034439 6
DATAKINETICS PCCS6 SS7 BD, S/N 01170 1
RAD KILOMUX 2000, S/N 7231604-606, 7182322,
7251281, 7251278 6
RAD KVG, 5-T1M, S/N 7451153-160, 162, 164-166 12
RAD KVF,5-T1S VOICE/FAX, S/N 7428554-57,
559-563,7414236-237,231,245,7411674-76) 16
RAD DXC HIGH SPEED I/O BOARDS, S/N 735504-
510, 512,497, 7290936-938 12
RAD DKC T1/E 1 DIGITAL CROSS CONNECT,
S/N 7440573-574 2
19" RACK, S/N 978721 1
UNINTERRUPTIBLE POWER SOURCE (UPS),
S/N 971355 2
RAD MBE ETHERNET BRIDGE, S/N 7455186 &
7430875 2
CSU/DSU, S/N 9711010-011 2
TOTAL $220,193. 11
========= ==
EQUIPMENT LIST #TFG-97284 DATED: September 3, 1997
COMPANY: Athena International Ltd. Liability Co.
dba Athena International, LLC --
SITE LOCATION: Denver, Colorado
ADDITION: IX
PARTN0./DESCRIPTI0N QUANTITY AMOUNT
- ------------------- -------- ------
THIRD PARTY VENDOR - TELEFLEX
-----------------------------
EQUIPMENT AS FOLLOWS: 1 LOT $93,500.00
P133-8 INTELINKW/8 DIALOGIC BOARDS 1 LOT ----------
D240SC-T1 CARD 2
DTI/240SC CARD 2
TOTAL $93,500.00
==========
EQUIPMENT LIST #TFG-97253 DATED: June 4, 1997
COMPANY: Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION: VIII
PART NO./DESCR!PTION QUANTITY MOUNT
- -------------------- -------- -----
SS-C
SLU MULTI-TASKING PORT
ADDITION PER DCO-710017,
ISSUE 01, DATED 02/05/97
(S.O.#072091) AS FOLLOWS:
MATERIAL 1 LOT $ 456.00
INSTALLATION 2,500.00
FREIGHT 22.95
SEA 96019 EXPANSION OF ROUTE GUIDE INDEXES TO 4096 PER DCO- 681122, ISSUE 01,
DATED 07/09/96; RELEASE 15.0 RTU STARTUP (S.O.#072300) AS FOLLOWS:
MATERIAL 1 LOT 55,000.00
FREIGHT 34.71
TOTAL $58,013.66
TFGLA204-S.WPT
(LETTERHEAD)
Installation Site: Denver, CO
PART-NUMBER DESCRIPTION
- ----------- -----------
Switching Equipment
ITEM 01
SLU PWBA (CMF-00)
814722-216 PWBA, SLU Panel RS232 I
207630-857 Package Assy, Module Hardware 1
825079 Multi-Tasking Software 2
NOTE: Each SLU PWBA has two ports on it, therefore two multi-tasking software ports are shown.
710017CO/1: 02/05/97
- 2-
EQUIPMENT LIST #TFG-97242 DATED: May 7,. 1997
COMPANY: Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION: VII
PART NO./DESCRIPTION OUANTITY AMOUNT
- -------------------- -------- ------
SS-C
----
A FULLY EQUIPPED DTF-04 FRAME
PER DCO-710015, DATED 01/23/97
(S.O.#071631) AS FOLLOWS:
MATERIAL 1 LOT $ 60,787.00
INSTALLATION 9,100.00
FREIGHT 590.5 I
HENDRY FUSE PANEL PER DCO-710008,
ISSUE 02, DATED 12/06/96 (S.O.#071982)
AS FOLLOWS:
MATERIAL 1 LOT 1,732.00
LABOR 1,900.00
FREIGHT 84.17
TOLL FREE NUMBER EXPANSION (S.O.#072119) 1 LOT 15,000.00
---------
TOTAL $89,193.68
==========
SIEMENS
Stromberg-Carlson
Installation Site: Denver, CO
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
ITEM 01
DTF-04 Frame Addition
---------------------
817577-900 Frame MG 1
817577-901 MG, DS1 Host CUA 6
817577-902 MG, Basics PWBAs DS1 CUA 6
207600-225 Frame Weldment 1
207800-079 Pkg Assy Front Door Mtg Hardware 1
207800-080 Pkg Assy Rear Door Mtg Hardware 1
207600-158 Door Assembly, Right I/0 2
207600-159 Door Assembly, Left I/O 2
207600-721 PWBA Guide 6
817560-606 PWBA, T1 Interface 48
817577-917 MG Blower w/Fan Alarm, Base 1
PRT-00
------
817576-938 Mod Group, Circuit Breaker 2
710015CO/1: 01/23/97
- 1 -
SIEMENS
Stromberg-Carlson
Installation Site: Denver, CO
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
ITEM 01 (Cont.)
Miscellaneous
-------------
DSX-DR19 Cross Connect Panel 2
202975-592 Relay Rack (Lorain) 1
DOC-ADD Additions Documentation 1
ITEM 02
LTF-01 Frame Addition
---------------------
814574-900 MG Basic Frame Assy, LTF 1
814574-901 MG Supervisory Panel Assy 1
814574-904 MG Pkg Assy, Ejector Bar, Top 1
814574-903 Mod Group Term Assy Power 1
207600-720 PWBA Guide 1
207600-210 Pkg Assy, Frame Weldment 1
207600-014 Pkg Assy, LTF Term Block EMC 1
814574-992 MG Service Circuit CUA 1
814574-995 PWBA Mod Group-Basic PWBA 1
207600-160 Pkg Assy Front Door Mtg Hdw 1
207600-471 Pkg Assy Rear Door Mtg Hdw 1
710015CO/1: 01/23/97
-2-
Installation Site: Denver, CO
ITEM O1
PART NUMBER DESCRI PTION QTY
- ----------- ------------ ---
Miscellaneous
-------------
203352-600 OEM Equipment, Fuse Panel 1
020785-086 100' Red Power Cable 1
020785-065 100'Black Power Cable 1
Documentation
-------------
DOC-ADD Additions Documentation 1
NOTE: The ADC Cross Connect Panel and Hendry Fuse Panel must be ordered for 23" mounting.
710008CO/2:12/06/96
- 2
EQUIPMENT LIST #TFG-97216 DATED: March 25, 1997
COMPANY: Athena International Ltd. Liability Co.
dba Athena Intentional, LLC
SITE LOCATION: Denver, Colorado
ADDITION: VI
PART NO./DESCRIPTION QUANTITY AMOUNT
- -------------------- -------- ------
ss-c
AN UPGRADE TO RELEASE 14.0 PER
DCO-681152, ISSUE 01, DATED 08/19/96
(S.O.#071521) 1 LOT $15,000.00
ONE COMMON CONTROL SECTOR ADD PER DCO-781001, ISSUE 01, DATED
10/02/96 (S.O.#071523) AS FOLLOWS:
MATERIAL 1 LOT 19,730.00
INSTALLATION 3,000.00
FREIGHT 84.10
200 AMP DISTRIBUTION PANEL WITH
BUS BAR, CABLES, 10-10 AMP BREAKERS
PER DCO-710002, ISSUE 01, DATED 10/28/96
(S.O.#071801 ) AS FOLLOWS:
MATERIAL 1 LOT 1,360.00
INSTALLATION 2,200.00
FREIGHT 44.75
REAL TIME ANI FEATURE #823435
(S.O.#071805) 1 LOT 26,666.00
THIRD PARTY VENDOR - CIBER NETWORK
----------------------------------
EQUIPMENT AS FOLLOWS: 1 LOT 19,767.00
D4841A/LH PRO 6/200, S/N SG63400748 1
D3583C/4.2GB F/W HOT SWAP HDD 4
D4295A/32MB DIMM MEMORY UPGRADE 1
JC-14WIVMA/MSYNC C400, 14, 128ONI.,
28D, 60HZ 1
J317 1A/10/100 TX PCI ADAPTER 2
D4921A/REDUNDANT POWER SUPPLY 1
N3-IL40-U/INOCULAN, 4.0, SRVR, UNLTD
USERS 1
ILWS-41- l/INOCULAN FOR CLIENT-SINGLE
WORKSTATION 1
00662644127330/NW 3.12 50 USER UPG TO
4.11 INTRNW 1OOU 1
SHIPPING COST 45.00
-----
TOTAL 87,896.85
=========
TFGLA20-1-5.WPT
SIEMENS
Stromberg-Carlson
Installation Site: Denver, CO
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
ITEM 01
CCS -03
-------
822068-811 Diag Grading Panel 1
822003-596A PVVBA, (2W) TSI HDI 4
822002-526 PWBA, TSI PGH I/F 4
207800-482 Cable Assembly (TSI/PGH) 4
822005-546A PWBA, (2W) TPPO HDI 2
822006-566A PWBA TPP1 (For Addition) 2
822017-556A PWBA TPP2 (For Addition) 2
DOC-ADD Additions Documentation 1
781001CO/1: 10/02/96
- 1 -
EQUIPMENT LIST #TFG-97207 DATED: February 25, 1997
COMPANY: Athena Intentional Ltd. Liability Co.
dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION: V
PART NO./DESCRIPTION QUANTITY MOUNT
- -------------------- -------- -----
SS-C
- ----
2 EJH PROCESSORS WITH 1 SPARE
PER DCO-745002, ISSUE 01, DATED
10/17/96 (S.O.#071522) AS FOLLOWS:
MATERIAL 1 LOT $30,420.00
INSTALLATION 2,000.00
FREIGHT 25.58
1 A-LINK PAIR FEATURE #003069
(S.O.#071802) AS FOLLOWS:
MATERIAL 1 LOT 7,170.00
SCAT 330.00
THIRD PARTY VENDOR - TELEFLEX
P133-4 INTELINK W/4 DIALOGIC BOARDS 1 23,650.00
---------
TOTAL $63 595.58
=== ======
EQUIPMENT LIST #TFG-97189 DATED: January 13, 1997
COMPANY: Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE LOCATION: Denver, Colorado -
ADDITION: IV
PARTNO./DESCRIPTION QUANT1TY AMOUNT
- ------------------- -------- ------
ss-c
-------
DTF-03 FULLY EQUIPPED (S.O.#071045)
AS FOLLOWS:
MATERIAL 1 LOT $60,000.00
INSTALLATION 7,500.00
FREIGHT 515.31
------
TOTAL $68,015.3I
==========
TFGLA204-S.WPT
SIEMENS Proposal No.
Issue No: 1
Stromberg-Carlson Date: June 24, 1996
Installation Site: Denver, CO
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
ITEM 01 (Cont.)
Miscellaneous
-------------
DSX-DR19 Cross Connect Panel 2
DOC-ADD Additions Documentation 1
ITEM 02
DTF-04
------
817577-900 Frame M/G 1
817577-901 MG, DS1 Host CUA 6
817577-902 MG, Basics PWBAs DS1 CUA 6
207600-225 Frame Weldment 1
207800-079 Pkg Assy Front Door Mtg Hdw 1
207800-080 Pkg Assy Rear Door Mtg Hdw 1
207600-158 Door Assy, Right I/O 2
207600-159 Door Assy, Left I/O 2
207600-721 PWBA Guide 6
817560-606 PWBA, T1 Interface 48
817577-917 MG Blower w/Fan Alarm, Base 1
PRT-O0
------
817576-938 Mod Group, Circuit Breaker 2
Miscellaneous
-------------
DSX-DR19 Cross Connect Panel 2
DOC-ADD Additions Documentation 1
681108CO
[start here]
S I E M E NS Proposal No.: DCO-681108
Issue No.: 1
Stromberg-Carlson Date: June 24, 1996
Installation Site: Denver, CO
DESCRIPTION g/X
----------- ---
ITEM 03
Power System Add On
4DDV85-19 Battery 765 Amp Hour
203352-580 Battery Charger, 100 Amp 1
NOTE: This additional power equipment is required for
this addition, but is shown as an option for the
Customer,
ITEM 04
LTF-00
814574-992 MG Service circuit CUA 1
B14574-995 PWBA Mod Group-Basic PWBA 1
207600-720 PWBA Guide 1
814742-536 PWBA, Univ Service circuit 12
814695-556 PWBA (1w) DTMF Dig. Sender 3
814571-766 PWBA (1W) Rovr/Vact/Evact 5
814572-576 PWBA (1W) Dig, Sender TMF 2
NOTE: These Service Circuits are required dependent upon the percentage of SS7 use.
-3-
ACTION TELCOM EQUIPMENT LIST
Key Make Model # Serial I/O IRQ ADDR STK
--- ---- ------- ------ --- ---- ----- ---
PC ACER___________________________9000_______________________1900031490___________________________________________
KB ACER___________________________6311K______________________K6366281224P_________________________________________
MON ACER___________________________7134T______________________M3TP63201016_________________________________________
VC ATI____________________________MACH- 64_______________________O/B __________________________9__________________
HDC Adaptec________________________AIC-7880P__________________722511 O/B______________ID=7_____11__________________
HD IBM____________________________DFHS_______________________MIAG3B46894_____________ID=0_________________________
HD IBM____________________________DFHS_______________________MIAG3B35970_____________ID=1_________________________
HD IBM____________________________DFHS_______________________MIAG3B32873_____________ID=3_________________________
FD Mitsumi_____(1.44)_____________D359T5_____________________3553179___________________________6__________________
FD Panasonic(1.2)_________________JU-475-5-A67_______________00132626_____________________________________________
TD Tandberg_______________________TDC-4222___________________42205281________________ID=2_________________________
SL1 Digi Host Ad.__________________IP-________________________09515816______________________________F0000000_______
SL1 Digi Conc______________________IP- 50000585-01____________SE7700798____________________________________________
X25 SWG____________________________SGX______________________________________________________________DO000__________
X25 SWG____________________________SGX-Daughter____________________________________________________________________
PRN Epson__________________________LP-870_____________________40Ul134522_______________________7___________________
NET RACAL__________________________InterLan T2________________0207011BBC1E_____________________9___________________
SER ACER____________________________Built-in COM 1_______________COM 2_______________4/3____3f8/2f8________________
CD SONY___________________________CDU765_____________________5096166_________________ID-5_________________________
DIA AVAS__Ver 2.50_________________D/21D______________________CG030890_________________________5____D2000__________
P/S DELTA__________________________DPS-350EB__________________42613001347__________________________________________
I/P ADDRESS= 193.1.94.50 aidcpri aidcpri.aidc.com
MEMORY= 32 MB
SPEED= 166 MHZ
SOFTWARE: Primary System
Key Make Serial # Activation Key #
--- ---- -------- ----------------
SCO UNIX sysV 2DH030846 etppl4df
B SCO PoXPro Version 2.6
NAMS ATC NAMS II
TERM Century CSU151377 bbaammph
NETCOM II net26106 X21f4ceff Ver. 4.5.3a
Key Make Model # Serial I/O IRQ ADDR STK
--- ---- ------- ------ --- ---- ----- ---
PC ACER F520 HB_____________________1900027152_________________________________________
KB ACER 6311-K______________________K63661001190_______________________________________
MON ACER 7134T_______________________M3TP63201025_______________________________________
VC ____________________________0167823____________________________________________
HDC Adaptec ____________________________O/B________________________________________________
HD LBM DORS-32160__________________11S46H6072Z1M002T0935_______________id=O___________
FD (1.44) D359T5______________________3546876____________________________________________
FD (1.2) F833B_______________________346506_____________________________________________
TD ____________________________42212493___________________________________________
X25 SWG ____8GX_____________________011151_________________________15___D0000__________
NET RACAL PCI ____________________________0207011BEA64___________________10__________________
SER ACER ____________________________O/B COM 1 /COM 2_______________4/3_________________
I/P ADDRESS= 193.1.94.60
MEMORY= 16 MB
SOFTWARE:
Key Make Serial # Activation Key #
--- ---- -------- ----------------
OS SCO UNIX sysV 2DH030858 arbvbtwh
NAMS ATC NAMS II
TERM Century CSU150065U3 lpomflii
EQUIPMENT LIST #TFG.96152 DATED: July 23,1996
COMPANY: Athena International Ltd. Liability Co.
dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION: II
PART NO./DESCRIPTION QUANTITY AMOUNT
SS-C
1152 PORT ADDITION PER DCO-681024, ISSUE 3, DATED 02/26/96 AND CCS7 LINK PAIR
SOFTWARE 003069 (S.O.#069395) AS FOLLOWS:
MATERIAL 1 LOT
$123,857.00
INSTALLATION
10,500.00
SOFTWARE
14,450.00
FREIGHT
529. 10
Third Party Vendor - Tele-Flex Systems
EQUIPMENT AS FOLLOWS: 1 LOT 15,180.00
6606 1.96 DISK DRIVE, S/N'S CA2C12A/BA2C12A,
AA2C12A 3
6523 DEVICE CONTROLLER, S/N DA2C12A 1
TOTAL $
164,516. 10
TFCLA20-1-6-WPT
AR. -20' 96(WED) 13:03 TEL:01 P. 005
SIE M E N S Proposal No.:DCO-681024
- Issue. No.: 3
.. ..
Stromberg-Carlson Date: February 26, 1996
Installation Site: Denver, CO
PART NUMBER DESCRIPTION QTY
ITEM 01
817577-900 DTF Frame Assembly 1
817577-901 DS-1 Host CUA 6
817577-902 DS-1Basic PWBAs 6
817560-626 T-1 Interface PWBA 48
207600-225 DTF Frame Package 1.
207600-721 Card Guide 6
207800-079 Front Door Mounting 1
.207800-080 Rear Door Mounting !
207600-158 Right Door 2
207600-159 Left Door 2
827577-924 Base Mount Blower Assembly 1
LTF-O1
814574-992 Universal Service CUA 3
814574-995 Basic PWBAs 3
814571-686 Digital TMF Receiver PWBA 14
814572-576 Digital TMF Sender PWBA 3
814695-556 Digital DTMF Sender PWBA 3
814643-596 Digital DTMF Receiver PWBA o 13
CMF
814095-616 Service Group Diag PWBA~ 1
822003-596 1024 Port TSI PWBA 4
822002-526 TSI/PGH Interface PWBA 4
-1-
681024C0
MAR. 20 96(WED) 13:04 TEL:01 P 006
S I EM E N S Proposal No.: DCO=681024
" Issue No.: 3
, ' .
Stromberg-Carlson Date: February 26, 1996
Installation Site: Denver, CO
PART NUMBER DESCRIPTION
ITEM 01 (Cont.)
(Cont.)
207800-482 - .TSI/PGHGP Cable
822005-546 TPP O PWBA 2
822006-576 TPP 1 PWBA 2
822017-566 TPP 2 PWBA 2
822068-810 Diag Grading Panel CCS-01 1
817576-938 circuit Breaker 2
Miscellaneous
4-24419-0290 DSX Panel, ADC DSX-DR 19 2
PJ716 Bantem Patch Cord 8
DOC-ADD Additions Documentation 1
ITEM 02
Additional A-Links
003069 CCS7 Line Pair Software
1
Athena International, TBD
..
DCO-481238, 05/19/94, Issue 01
DESCRIPTION QTY
ITEM 01
DIGITAL TRUNK INTERFACE FRAME, USED "
Digital Trunk Frame 1
CUA-Digital Trunk 6
T1 Interface (Trk + Oper) 48
DTF CUA-Basic PWBA 6
Rear Doors (HW=207600-471A) 1
Front Doors (HW=207600-160A) 1
Blower Assembly, Base Mtg. 1
PWBA Guides (1/CUA) 6
Frame & Joining HW 1
Structural Bracing 1
Frame Package 1
Terminal Block 1
LINE/TRUNK FRAME, USED
Line Trunk Frame (Analog) 1
Supervisory Panel 1
Term Assembly PWBA !
CUA-LTF Line Group 1
Basic PWBA for DAL CUA/Opt 1
Loop Trk, Reverse Battery 1
2W E&M Trunk 2
Frame Package 1
Terminal Block 1
PWBA Guides (1/CUA) 4
Sender PWBA, TMF (Digital) 4
Receiver PWBA, DTMF (STD) 1 7
Receiver PWBA, DTMF (FOC) 0
Structural Bracing 1
Receiver PWBA, TMF/EVACT 1 0
Sender PWBA, DTMF (Digital) 4
Rear Doors (HW=207600-471A) 1
Front Doors (HW=207600-160A) 1
CUA- Trunk Service Group 1
CUA-Service Group 2
Basic PWBA for Service Circuit CUA 2
Basic PWBA for Analog CUA 1
Page 1
Athena International, TBD
DCO-481238, 05/19/94, Issue 01 .-
DESCRIPTION QTY
CONTROL & MAINTENANCE FRAME, NEW
CMF II 1
Frame Weldment 1
Power Supply Door 1
Pkg. Assembly, Front Trim 1
Rear Door Mounting Hardware 1
Rear Trim Package 1
Right Front Door 1
Left Front Door 1
.. Door Assembly Right Rear 1
Door Assembly Left Rear 1
Door Assembly Power Supply 1
Earthquake Cabinet Joining 1
Basic TSI/TPP 1
PWBA, Timeslot Interchange 4
TSI PGH Interface Card 4
Basic CP PWBA 1
MCG ll PWBA 2
DLL II PWBA 2
Cable Assembly, DLI II 1
PWBA, Feature Processor II 2
Cable Assembly, FP II 1
J Processor CP E/W 8 Mb Memory 2
SNC Clock 1
DCO-E Interface 1
PWBA SLU Panel 6
Blank Panel Package Double 1
Basic MP PWBA 1
PWBA, TMP 1
Cable Assembly, TMP 1
PWBA, Bus Multiplexer II 1
PWBA, Mass Storage Adapter 1
PWBA, J Processor with 2 MB Memory 1
PWBA (2W) PXAM II 1
PWBA, Serial Line Unit 1
MG Basic PWBA MSS CUA 1
Tape Cartridge, MSS 1
Head Cleaning Kit, MSS 1
Basic PWBA, Maintenance and TAS 6
Page 2
(degree)(degree)
Athena International, TBD
DCO-481238, 05/19/94, Issue 01
DESCRIPTION..........................................QTY
PWBA TAS CONTROL ..............................................
..................................................... 1
Diagnostic Grading Panel........................................... .1
Release 12 Software................................................. 1
POWER, RINGING & TEST FRAME, USED
PRT 00 Frame & Power Dist. 1
100A Circuit Breaker Package 9
5A Circuit Breaker -AC 1
7A Circuit Breaker -AC 1
Ring Generator Cabinet 1
Ring Generator- 20 Hz 1
Ring Mux & Serializer PWBA 2
RM&M Optional Wiring 1
Rear Doors (HW=207600-471A) 1
Front Doors (HW=207600-160A) 1
Cable Assembly 1
Structural Bracing 1
COMMON EQUIPMENT FRAME, USED
19" Relay Rack (DSX/Misc.) 1
Relay Rack Fuse Panel . 1
Battery Discharge From-top 7' 1
Package Assembly I/O EMC Earthquake 1
Wall Mounted. Newton Term Block/Bar 2
Installation Material 1
SCAT Package 1
Structural Bracing 1
Sup'str/Power & Intercom Cab. 1
Office Related Drawings 3
Standard Documentation 3
S/C Practices (SCPs) 1
AUTOMATIC MESSAGE ACCOUNTING, USED
AMA Frame Top Entry Cable 1
AMA Basic PWBA 1
Magnetic Tapes 1
1600 BPI Tape Drives 2
Athena International, TBD
DCO-481238, 05/19/94, Issue 01
DESCRIPTION QTY
1600 BPI Strapping 1
1600 BPi Software I/F 1
Rear Doors 1
Structural Bracing 1
MISCELLANEOUS HARDWARE, USED
300/1200 Baud Modem 1
Cook NT5M Digital Announcer 1
Structural Bracing Mod Grp 4
Genicom 2120 Prntr DC 1
DEC VT 320 CA CRT 1
DC-AC 200 VA Invert 1
- - DSX PnI-ADC DSX-DR19 W/CORDS 4
ADC 2200B Test Access 1
POWER EQUIPMENT, USED
Batt Charger 100 Amp./50V 1 Ph 2
Charger Rack Mtg. Assembly 7' 1
Battery Rack-With Bracing 1
Exide DD Battery 700 AH 1
SPARE PARTS, USED
Common Control Spares 1
Basic LTF Spare Parts 1
DTF PWBA Cluster Spare 1
Basic DTF Spare Parts 1
AMA Spare Parts 1
CMF 11 Spares, NEW
PWBA, Tape Drive 1
PWBA, 91 MB Disk Drive 1
PWBA, Power and Alarm 1
PWBA, Master Clock Osc 1
PWBA, Power Monitor 1
PWBA, MCG II 1
PWBA, Master Clock Dist II 1
PWBA, DLI II 1
PWBA,TB I 1
Page 4
Athena International, TBD
DCO-481238, 05/19/94, Issue 01
DESCRIPTION QTY
PWBA, MSA/SL 1
PWBA, Data Link III 1
Traffic Measure Processor 1
PWBA, J Processor with 2 MB Memory 1
PWBA, Feature Processor II
SOFTWARE FEATURES
Software Generic Release 12.1 1
No. of NXX Ofc. Codes 512
Split Authorization Codes 1
Hot Line Routing 1
Fraud Detection-Pattern Recog. 1
Trunk Queuing with Override 1
DAL Directory No. Tables 1
Intercept to Announcer 1
Tape to Tape Transfer 1
Time Altered Least Cost Rtg 1
INWATS AC on FGB Circuits 1
Enhanced Fraud Detection 1
FGC Outgoing Operation 1
Digital Pad Control 1
Auth. Code Sending on FGA 1
Concurrent AMA\DLI 1
Shared Project Codes 1
FOC By Trunk Group 1
0+ Service Enhancement 1
User Alert Trace 1
Call in Progress Trace 1
INWATS AC on FGB Circuits 1
I/F to Smart Operator Pos. 1
Digital I/F to Remote Oper. 1
Inter-Operator Transfer 1
$CODE Overlay 1
Automatic Trunk Re-Attempt 1
Custom Int'cpt Announcement 1
Alarm Send 1
Speed Call-No. Pub 7/10D 10000
Speed Call - Private Lists 1 00
No. of Codes-Private 2400
Authorization Codes-Qt. 27000
Traffic Measurement Enhanced 1
Athena International, TBD
DCO-481238, 05/19/94, Issue 01
.............. DESCRIPTION...................... QTY
..............Multitasking Ports .................................
7 :.
- Selective Number B locking 1
AMA - Tape Operation 1
AMA - DLI I/F w Vendor Sys 1
Enhanced Partitioning 1
Interim 800 Service/10d Trnsltn 20000
Interface to Vendor CODC 1
Credit Card Special Dialing 1
Enhanced VACT Supervision 1
ANI Code Validation - 15 NPAs 1 5
Validated Project Code Size 4
.- Flat Rate Features 1
Operator Flag Digits 1
- - ANI Sending on FGD Trunk 1
Enhanced 800 INWATS Service 1
I
Page 6
Athena International, TBD
DC0-481238, 05/19/94, Issue 01
DESCRIPTION QTY
ITEM 02 SS7 HARDWARE & SOFTWARE
Signaling System Controller 2
Communication Link Controller 2
Continuity Test PWBA 3
Data Link III 2
SS-7 Software 1
Miscellaneous cables
Link Pair Software
ITEM 02A SS7 SPARES
Signaling System Controller PWBA 1
Communication Link Controller PWBA 1
Page 7
- ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC.
SITE: LOS ANGELES, CALIFORNIA
LEASE PAYMENTS
%
ADDENDUM TO LEASE AGREEMENT DATED October 31, 1996 BETWEEN
TELECOMMUNICATIONS FINANCE GROUP AND
ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL LLC
EFFECTIVE JUNE 1, 1997 (60 MONTHLY LEASE PAYMENTS)
ORIGINAL VALUE OF EQUIPMENT $370,908.98
RATE FACTOR PER $1,000 $21.993
ORIGINAL MONTHLY LEASE PAYMENT $8,I57.40
EF'FECTIVE JULY 1, 1997 (59 MONTHLY-LEASE PAYMENTS REMAINING)
ADDITION l $298,421.49
RATE FACTOR PER. $1,000 $21.771
ADDITION I MONTHLY LEASE PAYMENT $ 6,496.93
TOTAL MONTHLY LEASE PAYMENT $14.654.33
EFFECTIVE OCTOBER 1, 1997 (56 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION II $185.473.75
RATE FACTOR PER $1,000 $22.664
ADDITION II MONTHLY LEASE PAYMENT S 4203.58
TOTAL MONTHLY LEASE PAYMENT
$18,857.91
EFFECTIVE DECEMBER 2, 1997 LEASE TERM IS EXTENDED FROM 60 TO 63 MONTHS:
EFFECTIVE JANUARY 1, 1998 (56 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION III $ 22.777.76
LEASE PAYMENTS ARE AS FOLLOWS:
01/01/98-03/01/98 $ -O-
'.
04/01/98 - 08/01/2002 $19,401.61
TOTAL VALUE OF EQUIPMENT $877.581.98
SUMMARY OF TOTAL LEASE PAYNLENTS:
l @ $ 8,157.40 = $ 8,157.40
3 @ $14,654.33 = $ 43,962.99
3 @ $18.857.91 = $ 56,573.73
3 @ $ -0- = $ -0-
53 @ $19,401.61 =$1,028,285.33..
63 $1,136,979.45
ACCEPTED BY:
DATE: MARCH
TFGLA206-6.WPT
AMENDMENT TO LEASE AGREEMENT DATED October 31, 1996 BETWEEN
TELECOMMUNICATIONS FINANCE GROUP AND
ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC
FOR EQUIPMENT INSTALLED IN LOS ANGELES, CALIFORNIA
Effective December 2, 1997, the following sections of said Lease Agreement are
amended as follows:
1. Section 3:
The term of the lease changed from sixty, (60) months to sixty-three
(63) months.
2. Section 5(a):
The number of consecutive monthly installments of rent for the
Equipment is changed from sixty (60) months to sixty -three (63)
months.
TELECOMMUNICATIONS FINANCE GROUP ATHENA INTERNATIONAL
LTD. LIABILITY CO.
DBA ATHENA INTERNATIONAL, LLC
By: By: /s/ KEVIN H. POLLARD
------------------------------ -----------------------------
PRESIDENT & CEO
- -------------------------------- --------------------------------
Authorized Representative (Name & Title)
Date Signed: Date Signed: MARCH 2, 1998
--------------------- ---------------------
SCHEDULE 1 OF EXHIBIT A
(CERTIFICATE OF DELIVERY AND ACCEPTANCE)
EQUIPMENT DESCRIPTION
The items of personal property to be leased pursuant to this Lease Agreement,
dated as of October 31, 1996 between TELECOMMUNICATIONS FINANCE GROUP, as
Lessor, and ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL,
LLC, as Lessee, are described below and in the attached equipment list(s):
Equipment List
Number Description Amount
- -------------- ------------ ------
DCO-681161 USED 1152 PORT EQUIPPED AND WIRED $368,950.00
RELEASE 12.1; BASIC SS-7 WITH 800
PORTABILITY; SS-7 SPARES; POWER SYSTEM;
UPGRADE TO RELEASE 14.0; DE-INSTALL AT
CALGARY, PACK; RGL EXPANSION
INCLUDING INSTALLATION
FREIGHT 1,958.98
TFG-97245 ADDITION I 298,421.49
TFG-97278 ADDITION II 185,473.75
TFG-98016 ADDITION III 22,777.76
----------
TOTAL $877,581.98
===== ===========
The above described equipment installed at:
800 West Sixth Street, Los Angeles, California 90017
ACCEPTED BY: /s/ KEVIN H. POLLARD
------------------------
DATE: March 2, 1998
--------------------------------
Dated: October 31, 1996
Revised: June 2, 1997
Revised: August 29, 1997
Revised: February 26, 1998
EQUIPMENT LIST # TFG-98016 DATED: February 26, 1998
COMPANY: ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC
SITE LOCATION: LOS ANGELES. CALIFORNIA
ADDITION: III
PART NO/DESCRIPTION QUANTITY AMOUNT
- ------------------- -------- ------
STN
RESTRUCTURE CHARGES $22,777.76
----------
TOTAL 22,777.76
===== ==========
EQUIPMENT LIST # TFG-97278 DATED: August 29, 1997
COMPANY: ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC
SITE LOCATION: LOS ANGELES, CALIFORNIA
ADDITION: II
PART NO/DESCRIPTION QUANTITY AMOUNT
- ------------------- -------- ------
SSC
DTF-02 960 PORT ADDITION WITH ISDN,
PER DCO.710014, ISSUE 2, DATED 06/24/97;
ISDN TRANSPORT SOFTWARE; SERVICE
CUA WITH BASI'S; ISDN SPARE PWBAS;
DIU PWBA (2) INCLUDING INSTALLATION
(S.O.#071568) AS FOLLOWS:
MATERIAL 1 LOT 89,242.00
SOFTWARE 1 LOT 10,000.00
INSTALLATION 11,340.00
FREIGHT 3,774.75
REAL TIME ANI FEATURE #823435 (S.0. #071804)
AS FOLLOWS:
SOFTWARE RTU 1 LOT 26,667.00
ONE PAIR OF A. LINKS FEATURE #003069
(S.O.#072727) AS FOLLOWS:
SOFTWARE 1 LOT 6,895.00
SCAT 330.00
RELEASE 15.0 UPGRADE PER DCO-710024,
ISSUE 1, DATED 04/08/97 (S.O.#072810)
AS FOLLOWS:
MATERIAL 1 LOT 25,000.00
INSTALLATION 5,000.00
ONE A LINK PAIR (S.O.#073211) AS FOLLOWS:
SOFTWARE 1 LOT 6,895.00
SCAT 330.00
-----------
TOTAL $185,473.75
===== ===========
SIEMENS
STROMBERG-CARLSON
INSTALLATION SITE: LOS ANGELES, CA
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
ITEM 01
CMF-00 CCS-02
-------------
822068-812 Diag. Grading Panel 1
822003.596A PWBA, (2W) SI HDI 4
822002.526 PWBA, TSI PGH I/F 4
207800.482 Cable Assembly (TSI/PGH) 4
522005.546A PWBA, (2W)TPPO HOl 2
822006-566A PWBA, TPP1 2
822017-555A FWBA, TPP2 2
DTF-02
------
817577SO0A MG Basic DTF Assembly
817577.901A MG, DS1 Hos1 CUA 5
817577-902A MG, Basics PVVBAS DS1 CUA 5
207600-225A Frame Weldment 1
207800-079A Pkg Assy Front Door Mtg Hardware 1
207800-080A Pkg Assy Rear Door Mtg Hardware 1
207600.158A Door Assembly, Right IIO 2
207600-159A Door Assembly, Left IIO 2
817577-92D Cable Tie Assy 6
817560-626A PWBA, (2VV) TIF 40
817577-917A MF Fan Assy w/Alarm 1
SIEMENS
STROMBERG-CARLSON
INSTALLATION SITE: LOS ANGELES, CA
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
ITEM 01 (Cont.)
OTF-02 (Cont.)
------
817743-518 CUA, DIU 1
207800-539 Package Assy, DIU Mtg 1
817564-048 PWBA (2W) DS-1 Power Supply 2
817744-026 PWBA Div Terminator 2
207630-042 Shield Assembly 1
817742-536 PWBA (2W) DIU 2
PRT-00
------
817576-938 Mod Group, Circuit Breaker 2
Miscellaneous
DSX-DR19 Cross Connect Panel 2
DOC-ADD Additions Documentation 1
ITEM 01A
ISDN Transport
--------------
827010 ISDN Transport 1
SIEMEN
STROMBERG, CARLSON
INSTALLATION SITE: LOS ANGELES, CA
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
ITEM 02
LTR-00 MG
----------
814574-992 MG Service Circuit CUA 1
814574.-995 PWBA Mod Group Basic PWBA 1
207800-720 PWBA Guide 1
814742-536 PWBA, DTMF Rec 5
814742-575 PWBA. (1W) DTMF Rec Foc 3
814571-766 FW8A (1W) Receive:/NACT/EVACT TMF Rec 3
814695-556 PWBA (1W) DTMF Dig. Sender 2
814572.575 PWBA (1W) DIG Sender TMF 2
NOTE: Requirements for additional Service Circuits are based upon SS7 usage in
the office. This CUA could mount in LTF,00 CUA posn. 01
ITEM 03
ISDN Soare-PWBAS
----------------
817564.046 PWBA (2W) DS-1 Power Supply 1
817744-025 PWBA, Div Terminator 1
207830-042 Shield Assembly 1
ITEM 04
ISDN PWBA
---------
817742-536 PWBA (2W) DIU 1
EQUIPMENT LIST # TFG-97245 DATED: June 2, 1997
COMPANY: ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC
SITE LOCATION: LOS ANGELES, CALIFORNIA
ADDITION: I
PART NO./DESCRIPTION QUANTITY AMOUNT
- -------------------- -------- ------
SS-C
A FULLY EQUIPPED DTF-02 FRAME
(1152 PORTS) PER DCO.681162, ISSUE
1, DATED 09/17/96 (S.O.#071175) AS
FOLLOWS:
MATERIAL 1 LOT $72,307.00
INSTALLATION 10,200.00
FREIGHT 24.05
765 AMP HOUR BATTERY PART #4-DAV85-19
WITH 1200 AMP HOUR CHARGER PER DCO-
710000, ISSUE 01, DATED 10/28/96; 2 EJH
PROCESSORS; 1 SPARE EJH PROCESSOR;
200 AMP DISTRIBUTION PANEL WITH BUS
BAR, CABLES AND 10-10 AMP BREAKERS
(S.O.#071800) AS FOLLOWS:
MATERIAL 1 LOT 52,773.00
INSTALLATION 12,200.00
FREIGHT 895.48
A HENDRY FUSE PANEL PER DCO-710009,
ISSUE 02, DATED 12/06/96 (S.O.#071983)
AS FOLLOWS:
MATERIAL 1 LOT 1,732.00
INSTALLATION 2,200.00
FREIGHT 78.50
THIRD PARTY VENDOR- ACTION TELCOM
PRIMARY SYSTEM; SECONDARY SYSTEM; AVAS
SYSTEM; TCP/P PACKAGE; NETPLAN PACKAGE;
REMOTE COMMUNICATIONS PACKAGE; BASIC
AGGRAGATOR PACKAGE; INSTALLATION;
TRAINING (SEE ATTACHED EQUIPMENT LIST) 1 LOT 111,650.00
THIRD PARTY VENDOR - TELLABS
81.2571/32MS T1 ECHO CANCELLER 8 17,655.00
FREIGHT 8.58
81.0257D/23" ECHO CANC MTG ASSY 1 836.00
FREIGHT 11.88
THIRD PARTY VENDOR. TTC
EQUIPMENT AS FOLLOWS: 1 LOT 15,807.00
CENTRAL OFFICE TESTING PKG, S/N 10347 1
RACK MOUNT, 19", 1402 1
RACK MOUNT ( 19") FOR 41934 1
CABLE. BANTAM TO BANTAM 10' 4
FREIGHT 43.00
-----
TOTAL $298,421.49
===== ===========
SIEMENS
STROMBERG-CARLSON
INSTALLATION SITE: LOS ANGELES, CA
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
ITEM 01
DTF-01
------
817577-900 Frame M/G 1
817577-901 MG, DS-1 Host CUA 6
817557-902 MG, DS-1 Basic PVVBA's 6
207600-225 Frame Weldment 1
207800-079 Package Assembly Front Door Mtg Hdw 1
207800-080 Package Assembly Rear Door Mtg Hdw 1
207600-158 Door Assembly, Right I/O 2
207600-159 Door Assembly, Left I/O 2
207600-721 PVVBA Guide 6
817560-606 PWBA, T1 Interface 48
817577-917 MG Blower w/Fan Alarm, Base 1
CMF-00, CCS-01
--------------
822068-811 Diag. Grading Panel 1
822003-596A PVVBA, (2W) TSI HDI 4
822002-526 PVVBA, TSI PGH I/F 4
207800-482 Cable Assembly (TSI/PGH) 4
822005-546A PWBA, (2W) TPP0 HDI 20
822006-566A PVVBA, TPP1 (For Addition) 2
822017-556A PWBA, TPP2 (For Addition) 2
1
SIEMENS
STROMBERG, CARLSON
INSTALLATION SITE: LOS ANGELES, CA
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
ITEM 01 ( Cont.)
PRT-00
------
817576-938 Mod Group, Circuit Breaker 2
Miscellaneous
-------------
DSX-DR19 Cross Connect Panel 2
DOC-ADD Additions Documentation 1
2
SIEMENS
STROMBERG-CARLSON
INSTALLATION SITE: LOS ANGELES, CA
ITEM 01
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
Miscellaneous
-------------
203352-600 OEM Equipment, Fuse Panel 1
020785-086 100' Red Power Cable 1
020785-065 100' Black Power Cable 1
Documentation
-------------
DOC-ADD Additions Documentation 1
NOTE: The ADC Cross Connect Panel and Hendry Fuse Panel must be ordered for 23'
mounting.
2
- --------------------------------------------------------------------------------
EQUIPMENT LIST AND WARRANTY INFORMATION ON NAMS SALE
- --------------------------------------------------------------------------------
CUSTOMER: ATHENA PROJECT CODE: 9205
BUSINESS OFFICE ADDRESS:
BUSINESS OFFICE PHONE#: VOICE: ( ) FAX: ( )
SITE LOCATION: Los Angeles
SITE ADDRESS: 800 W. 11th St. Ste 380, Los Angeles, CA, 10017
SITE PHONE#: VOICE: (213)622-4977 FAX: ( ) NAMS: ( )
SWITCH TECH: Wayne Carey
SYSTEM NAME:
PURCHASE DATE: STARTUP DATE: WARRANTY END DATE:
PRIMARY SYSTEM EQUIPMENT: Name: Password:
- ---------------------------------------------------------------------------------------------
Key Make Model Serial # I/O IRQ ADDR STKI
- ---------------------------------------------------------------------------------------------
PC ACER 9000 P/N 91AA984003 1900047309
KB ACER PS2 6311-k K6367171828P
MON ACER 34T UVGA 71~4T M3TP64711536
VC AII Built-In MacH64 215CT22200 9
HDC Adaptec Built-In AIC-7880P 722511 8400 11
HDC MYLEX DAC960PL 982139 8000 10 PCISLOT-1
HD IBM 4gig Channel-1 74G7005 M1AG3B59925 mdac id=0 Tray-l-F/W~
HD IBM4gig Channel-2~ DCAS-34330 B3A14326 mdacZid=0 Tray-5-F/W-
HD IBM4gig Ch~nel-2- DCAS-34330 B3A14421 mdac-id=l Tray-6F/W
FD Mitsumi (1.44) D359T5 3542754 3f2 6
TD Tandberg TDC-4222 42223862. alad 2, 5-gig
SL1 Digi Host Ad. 09527155 F0000000
SL1 Digi Conc. (1P)50000585 (S)E7702756 16-port DB-25
X25 SWG SGX 011311 300 15 D0000
PRN Epson LP-870 40Ul119747 3bc 7 /dev/lpo
NET 3COM 3C590 6GP14D256E 7000 14 PCISLOT-3-
SER ACER Built In com 3f8 4
SER ACER Built In com2. 3be 3
CD NEC CDR-222 5Z000214322 mdac id=5
DIA AVAS D/21D CG030890 5 D2000
P/S DELTA DPS-350EB Y2613001392 352-watts
I/P ADDRESS= 206.142.142.97
MEMORY- 64 meg
SPEED= 166 mhz
SOFTWARE:
- -----------------------------------------------------------------------------------------------
Key Make License License License Registration
Number Code Data Key
- -----------------------------------------------------------------------------------------------
OS SCO OpenServer 2DL091048 qwncovwn ezwzckaosk
Enterprise Sys
- -----------------------------------------------------------------------------------------------
OS SCO Advanced 2DL090568 qonorjmn k0;u1;mpyb07k; hhosbhoebh
File & Print
- -----------------------------------------------------------------------------------------------
OS SCO OpenServer 2DL083104 qbwdzhfc g0;k;u10;msmlf48 ezwzckaosk
User License
- -----------------------------------------------------------------------------------------------
SOFTWARE:
- -----------------------------------------------------------------------------------------------
Key Make Serial # Activation Key # Version
- -----------------------------------------------------------------------------------------------
NAMSI ATC NAMS II
X25 Netcom II net26414 D094339ff 4.5.4
COMM Term CSU152134U3 gbldbich 6.2
DB Foxpro 2.60
- -----------------------------------------------------------------------------------------------
SECONDARY SYSTEM EQUIPMENT: Name: Password:
- -----------------------------------------------------------------------------------------------
Key Make Model # Serial # I/O IRQ ADDR STK
- -----------------------------------------------------------------------------------------------
PC ACER 2133 1900054811
KB ACER 6311-K K6367031462P
MON ACER 7134T M3TP64712500
VC Built In
HDC Adaptec Built In 7400 11
IBM 2-gig DAC32160 11546H6125Z1M000001585 id=O
FD Mitsumi (1.44) D359T5 6K17MT0652 3f2 6
TD Tandberg 4220 4226686
X25 SWG SGX D01307 300 15 D0000
NET 3COM 3C590 6GF1657997 7000 14
PRN 7 /dev/lp0
SER ACER Built In coml 3f8 4
SER ACER Built In com2 2f8 3
I/P ADDRESS= 206,142,142,96
MEMORY= 16 meg.....
SPEED= 133 mhz
SOFTWARE:
- -----------------------------------------------------------------------------------------------
Key Make License License License Registration
Number Code Data Key
- -----------------------------------------------------------------------------------------------
OS SCO OpenServer 2DL08564 kybwynit xzxzeqhghj
Enterprise Sys
- -----------------------------------------------------------------------------------------------
OS SCO Advanced 2DL085160 gwrqfqor k0;u1;mp8anw4 gttttqqobj
File & Print
- -----------------------------------------------------------------------------------------------
0S SCO Openserver 2DL089298 qbwdzhkx g0;k;u10;m14pzdk qbhqqaakjj
User License
- -----------------------------------------------------------------------------------------------
SOFTWARE:
- -------------------------------------------------------------------------------
Key Make Serial # Activation Key # Version
- -------------------------------------------------------------------------------
NAMS ATC NAMS II
X25 Netcom II net26410 n901208fc 4.5.4
COMM Term CSU151463U3 hehJak 6.2
COMMUNICATIONS EQUIPMENT:
- -------------------------------------------------------------------------------
Key Make Model # Serial #
- -------------------------------------------------------------------------------
DSU DDC VRT-1 (Stat-Mux) 628439 (switch)
DSU DDC VRT-1 (Stat-Mux) 628444 (billing office)
EASY BRIDGE 3000 9604AF6222 (switch)
EASY BRIDGE 3000 9606AF7075 (billing office)
Modem Multitec MT1932zDX (Primary) 4797703
Modem Multitec MT1932ZDX (Secondary) 4724938
SIEMENS
STROMBERG-CARLSON
Installation Site: Los Angeles, CA
ITEM 01
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
Switching Equipment
Line Trunk Frame (LTF)
OCCSLTFFRM Line Trunk Frame 1
814742-566 Diagnostic Test Gen/Monitor 1
LTFDOORS LTF Doors, Front & Rear 1
LINGRPCUA Line Group CUA (LTF) 1
SLTFUTSCUA Trk/Svc Ckt CUA Grp 1
SLTFUSCUA Svc Ckt CUA Grp 4
814571-706 Digital TMF Rcv.(2/PWBA) 19
814572-576 Digital Sender (TMF/SATT) 6
814695-556 Digital DTMF Sender 6
814643-596 Digital DTMF Receiver 23
814742-576 (FOC) Digital DTMF Receiver 4
814574-936 2-Wire E&M Trunk PWBA 2
814574-932 Loop Trunk, Reverse Batt PWBA I
Digital Trunk Frame (DTF)
OCCSDTFFP Digital Trunk Frame 1
DTFDOORS DTF Doors, Front & Rear 1
SDS1HSTCUA DS1 Host Ckt CUA 6
817560-626A T1 Interface PWBA 48
817577-917A Blower Assembly w/fan Alarm 1
681161CA/1:09/17/96 1
SIEMENS
STROMBERG-CARLSON
Installation Site: Los Angeles, CA
ITEM 01
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
Switching Equipment
Control & Maintenance Frame (CMF)
SCMFOCC12.1 Control & Maint Frame OCC 12.1 1
CMFDOORS CMF Doors, Front & Rear 1
822068-819 DLI Transfer 1
814635-086 PWBA Ring (N+I) 1
814721-666 Serial Line Unit PVVBA 1
822010-676 Disk Drive Assy 2
822010-656 Tape Drive 1
817702-556 Traffic Measurement/Rec 1
817620-556 MSA PWBA 1
814727-626 J2 Maintenance Processor 1
822010-606 Power & Alarm PWBA : 1
817680-606A BMUX PWBA 1
822222-606A DM-11 1
TSlPWB17 TSI PWBA 4.
822702-536A PXAM II - 4MB 2
822727-696A J-Processor (8MB) 2
814770-656 PXA Memory PWBA 1/Mbyte 1
TPPOPVVB17 TPP PWBA (Sectors 0, 1) 1
OCCSNCS Sync Network Clock (Slave) 1
822718-596 Feature Processor (PWBA) 2
814095-626 Service Group Diag PWBA 1
681161CA/1:09/17/96 2
SIEMENS
STROMBERG-CARLSON
Installation Site: Los Angeles, CA
ITEM 01
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
Switching Equipment
Control & Maintenance Frame(CMF)(CONT)
OCCTAPE Tape Control PWBAs 1
814722-216A RS232 Interface Module 7
Power & Test Frame (PRT)
SPRTFOCC12.1 Power Ringing & Tst Fr OCC12.1 1
PRTDOORS PRT Doors, Front & Rear 1
817576-938 Circuit Breaker 100 Amp 7
814475-036 Alarm Sender PWBA 1
817576-912 Basic Cabinets & MTG for N+I) 1
814629-904 Ringing Generator (20 Hz) 1
817576-934 200VA DC/AC Non-Redund Invtr 1
814215-820 Cook 4 Chan Announcer (NT5M) 1
203352-581 4 Channel Announcer 1
Automatic Message Accounting
SAMAFRM AMA Frame 1
AMADOORS AMA Doors Rear 1
814421-908 Cook 1600 BPI Tape Drives (2) 2
814421-909 Cook 1600 BPI Strapping 2
681161CA/1:09/17/96 3
SIEMENS
STROMBERG-CARLSON
Installation Site: Los Angeles, CA
ITEM 01
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
Switching Equipment
Miscellaneous
4-24419-0290 DSX PnI-ADC DSX-DR 19 w/cord 2
PJ716 Bantam Patch Cord 8
2200B Channel Access Unit 1
203352-645 9600 Full Duplex Modems 1
202975-592 7' x 19" Relay Rack 1
207800-284 Installation Material 1
200110-119 Fuse 1 1/3 amp 20
200110-129 Fuse 3 amp 10
200110-429 Fuse 10 amp 5
200110-139 Fuse 5 amp 10
SD0000 Std System Documentation 1
D0001 Specifications, Paper 2
D0002 Site Drawings, Paper 2
203352-600 Hendry Filtered Fuse Panel 1
207630-911 Modem Eliminator OCC 2
207630-901 PKG Assy/Modem Eliminator 4
Superstructure & Cabling 1
Battery Distribution Frame
814053-043A 7ft Battery Discharge Frame 1
207521-733 Shield 1
681161CA/1:09/17/96 4
SIEMENS
STROMBERG-CARLSON
Installation Site: Los Angeles, CA
ITEM 01
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
Switching Equipment
Power Equipment
Customer Supplied
Distribution Frame Equipment
5065-8 Term Blocks Newton 8 x 26 4
5054 Newton Bracks (1 per 2 blks) 2
Maintenance & Administration Equipment
202958-464 Tape Cartridge 1
203352-608 Arrow Tape Drive Cleaning Kit 1
203352-283 Genicom 2120 Keyboard/Printer 1
7271-964 Box, Teleprinter Paper 1
681161CA/1:09/17/96 5
SIEMENS
STROMBERG-CARLSON
Installation Site: Los Angeles, CA
ITEM 01
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
Spare Circuit Packs
200110-099 Fuse 1/2 Amp 1
207630-042 Power Supply Shield 1
555020-125 Fuse, 3AG, 3A 1
555366-001 Switch, SPST 1
814288-526 Tape Diagnostic PWBA 1
814291-546 Tape Motion Cont. PWBA 1
814298-526 Tape Buffer PWBA 1
814439-056 PGC-1 PWBA 1
814440-076 PGC-2 PWBA 1
814441-056 MUX/DEMUX PWBA 1
814462--036A Power Supply PWBA 1
814463-026A Power Supply PWBA 1
814539-026 CMOS Codec Comm. PWBA 1
814727-626 J2 Maintenance Processor 1
817113-086 Power Supply PWBA 1
817524-066A LTC Interconnect PWBA 1
817560-626A T1 Interface PWBA 1
817561-526 T1 I/F Control 1 PWBA 1
817562-566 T1 I/F Control 2 PWBA 1
817564-026A Power Supply PWBA 1
817581-026 DS1 Terminator PWBA 1
817702-556A TMRS Processor 1
822010-656 Tape Drive 1
681161CA/1:09/17/96 6
SIEMENS
STROMBERG-CARLSON
Installation Site: Los Angeles, CA
ITEM 01
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
Spare Circuit Packs (Cont.)
822010-666 Tape Drive PVVBA 1
822015-536 Clock Generator (SNC) PWBA 1
822024-036A Power Monitor PWBA 1
822033-596A MCG -II PWBA 1
822034-536A Master Clock Dist. PVVBA 1
822289-566A TBI II PWBA 1
822723-556A Data Link III PWBA 1
822726-526A HD MSA/SL PWBA 1
822010-606A MSDA Pwr & Alarm 1
822010-636 Disk Drive Assy 1
822222-606A DLI-II 1
Software Features
999948 OCC Basic Features Package 1
011219 Trunks Automatic Routine Testing 1
011289 Out of Svc Limit for Server Grp. Eq. 1
012970 Glare Guard 1
018000 Paginated Print-out 1
026609 Route Treatment Expansion 1
053140 Alarm Repeat Notification 1
053150 Alarm LSSGR Compliant 1
053770 Alarm Spurt Alarm During Transfer 1
056519 Automatic Switch-Over 1
681161CA/1:09/17/96 7
Stromberg- Carlson
Installation Site: Los Angeles, CA
DESCRIPTION QTY
----------- ----
ITEM 02 SS7 HARDWARE & SOFTWARE
822057-526 Signaling System Controller 2
822055-536 Communication Link Controller 2
814742-586 Continuity Test PWBA 3
822723-556 Data Link III 2
003009 Common Channel Signaling System 1
003019 Service Switching Point 1
003069 CCS7 Link Pair Software 1
ITEM 02A SS7 SPARES
822057-526 Signaling System Controller 1
822055-536 Communication Link Controller 1
ITEM 03 "A" LINKS
003069 CCS7 Link Pair Software 1
ITEM 04 Power Equipment
2029750593 7' x 23" Relay Rack 1
DDV85-19 Exide DD Battery 765 AH 1
203352-588 Charger/Lorain/200A RHM200D50 2
ITEM 05
Upgrade to Release 14.0 1
ITEM 06
De-Install at Calgary, pack 1
681161CA/1:09/17/96 20
ATHENA INTERNATIONAL LTD. LIABILITY CO.
DBA ATHENA INTERNATIONAL, I.LC
SITE: NEW YORK, NEW YORK
LEASE PAYMENTS
ADDENDUM TO LEASE AGREEMENT DATED June 25, 1996 BETWEEN
TELECOMMUNICATIONS FINANCE GROUP AND
ATHENA INTERNATIONAL LTD. LIABILITY CO.
DBA ATHENA INTERNATIONAL, LLC.
EFFECTIVE DECEMBER 1,1996 (60 MONTHLY LEASE PAYMENTS)
ORIGINAL VALUE OF EQUIPMENT $451,430.34
RATE FACTOR PER $ 1,000 S21,993
ORIGINAL MONTHLY LEASE PAYMENT
EFFECTIVE MARCH 1,1997 (57 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION I $215,530.65
RATE FACTOR PER. $ 1,000 $22,851
ADDITION 1 MONTHLY LEASE PAYMENT $ 4,925.09
TOTAL MONTHLY LEASE PAYMENT $14,853.40
EFFECTIVE MAY 1,1997 (55 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION II $142,820.71
RATE FACTOR PER $ 1,000 $22,984
ADDITION II MONTHLY LEASE PAYMENT $ 3,282.59
TOTAL MONTHLY LEASE PAYMENT $18,135.99
EFFECTIVE SEPTEMBER 1,1997 (51 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION III $ 55,000.00
RATE FACTOR PER $1,000 $24,391
ADDITION III MONTHLY LEASE PAYMENT $ 1,341.51
TOTAL MONTHLY LEASE PAYMENT $19,477.50
EFFECTIVE NOVEMBER 1,1997 (49 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION IV $ 67,656.00
RATE FACTOR PER $ 1,000 $25,183
ADDITION IV MONTHLY LEASE PAYMENT $ 1,703.78
TOTAL MONTHLY LEASE PAYMENT $21,181.28
':
ATHENA INTERNATIONAL LTD. LIABILITY CO.
DBA ATHENA INTERNATIONAL, LLC
SITE: NEW YORK, NEW YORK
LEASE PAYMENTS (CONTINUED)
EFFECTIVE DECEMBER 2, 1997, THE LEASE TERM IS EXTENDED FROM 60 TO 63 MONTHS.
EFFFECTIVE JANUARY 1, 1998 (50 MONTHLY LEASE PAYMENTS REMAINING)
ADDITION V $ 23,909.20
LEASE PAYMENTS ARE AS FOLLOWS:
01/01/98-03/01/98 $0
04/01/98-02/01/2002 $21,811.99
SUMMARY OF TOTAL LEASE PAYMENTS:
3 @ $ 9,928.31 = $ 29,784.93
2 @ $14,853.40 = $ 29,706.80
4 @ $18,135.99 = $ 72,543.96
2 @ $19,477.50 = $ 38,955.00
2 @ $21,181.28 = $ 42,362.56
3@$ .0- =$ -0-
47 @ $21,811.99 = $ 1,025,163.53
63 $ 1,238,516.78
ACCEPTED BY: /s/ Kevin H. Pollard
DATE: March 2, 1998
SCHEDULE 1 OF EXHIBIT A
(CERTIFICATE OF DELIVERY AND ACCEPTANCE)
EQUIPMENT DESCRIPTION
The Items of personal property to be leased pursuant to this Lease Agreement,
dated as-of June 25, 1996 between TELECOMMUNICATIONS FINANCE GROUP, as Lessor,
and ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC, as
Lessee, are described below and in the attached equipment list(s):
Equipment List
Number Description Amount
- -------------- ----------- ------
DCO-681098 A USED RELEASE 14 DCO-CS EQUIPPED AND $448,000.00
WIRED FOR 2304 PORTS PER DCO-681093,
ISSUE 01, DATED 05/29/96. INCLUDES TOLL-
FREE NUMBER EXPANSION AND 4-DIGIT CIC
FEATURES INCLUDING INSTALLATION.
ENHANCED SS-7 WITH 800 PORTABILITY.
INCLUDES SS-7 BACKWARD CALL INDICATION
AND CIRCUIT IDENTIFICATION FEATURES.
ADDITIONAL INSTALLATION EFFORT 1,736.00
FREIGHT 1,694.34
TFG-97199 ADDITION I 215,530.65
TFG-97217 ADDITION II 142,820.71
TFG-97266 ADDITION III 55,000.00
TFG-97293 ADDITION IV 67,656.00
TFG-98017 ADDITION V 23,909.20
-----------
TOTAL $956,346.90
===== ===========
The above described equipment installed at:
60 Hudson Street, Suite M16, New York, New York 10013
ACCEPTED BY: /s/ Kevin H. Pollard
DATE: March 2, 1998
Dated: June 25, 1996
Revised: February 6, 1997
Revised: March 27, 1997
Revised: July 31, 1997
Revised: October13, 1997
Revised: February 26, 1998
EQUIPMENT LIST # TFG-98017 DATED: February 26, 1998
COMPANY: ATHENA INTERNATIONAL LTD. LIABILITY CO.
ATHENA INTERNATIONAL, LLC
ADDITION: V
SITE LOCATION: NEW YORK, NEW YORK
PART NO./DESCRIPTION QUANTITY AMOUNT
-------------------- -------- ------
STN
RESTRUCTURE CHARGES $23,909.20
----------
TOTAL $23,909.20
===== ==========
EQUIPMENT LIST # TFG-97293 DATED: October 13, 1997
COMPANY: ATHENA INTERNATIONAL LTD, LIABILITY CO.
ATHENA INTERNATIONAL, LLC
ADDITION: IV
SITE LOCATION: NEW YORK, NEW YORK
PART NO./DESCRIPTION OUANTITY AMOUNT
- -------------------- -------- ------
SS-C
DTF-04 1152 PORT ADDITION PER
DCO-710018, ISSUE 1, DATED 01/03/97
(S.O.#072299) AS FOLLOWS:
MATERIAL 1 LOT $58,118.00
INSTALLATION 7,900.00
FREIGHT 1,638.00
----------
TOTAL $67,656.00
===== ==========
SIEMENS
Stromberg-Carlson
Installation Site: New York, NY
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
ITEM 01
DTF-04
------
817577-900 MG Basic DTF Assembly 1
817577-901 MG, DS1 Host CUA 6
817577-902 MG, Basics PWBAs DS1 CUA 6
207600-225 Frame Weldment 1
207800-079 Pkg Assy Front Door Mtg Hardware 1
207800-080 Pkg Assy Rear Door Mtg Hardware 1
207600-158 Door Assembly, Right I/0 2
207600-159 Door Assembly, Left I/O 2
207600-721 PWBA Guide 6
817560-606 PWBA, T1 Interface 48
817577-917 MG Blower w/Fan Alarm, Base 1
PRT-00
817576-938 Mod Group, Circuit Breaker 2
Miscellaneous
DSX-DR19 Cross Connect Panel 2
DOC-ADD Additions Documentation 1
710018NY/1:02/06/97 1
EQUIPMENT LIST # TFG-97266 DATED: July 31, 1997
COMPANY: ATHENA INTERNATIONAL LTD. LIABILITY CO.
ATHENA INTERNATIONAL, LLC
ADDITION: III
SITE LOCATION: NEW YORK, NEW YORK
PART NO./DESCRIPTION QUANTIY AMOUNT
- -------------------- ------- ------
SS- C
RELEASE 15.0 UPGRADE PER DCO-710025,
ISSUE 1, DATED 04/08/97; EXPANSION OF
ROUTE GUIDE INDEXES, FEATURE #820398
(S.O.#072809) AS FOLLOWS:
MATERIAL 1 LOT $50,000.00
INSTALLATION 5.000.00
----------
TOTAL $55,000,00
===== ==========
EQUIPMENT LIST # TFG-97217 DATED: March 27, i997
COMPANY: ATHENA INTERNATIONAL LTD. LIABILITY CO.
ATHENA INTERNATIONAL, LLC
ADDITION: II
SITE LOCATION: NEW YORK, NEW YORK
PART NO./DESCRIPTION QUANTITY AMOUNT
- -------------------- -------- ------
SS-C
DTF-03, 1152 PORT ADDITION PER
DCO-710001, ISSUE 2, DATED 01/03/97
(S.O.#070921) AS FOLLOWS:
MATERIAL 1 LOT $80,000.00
INSTALLATION 9,400.00
FREIGHT 980.00
INCREASED AUX TABLES #820085 PER
DCO-681151, ISSUE 01, DATED 08/19/96
(S.O.#071524) AS FOLLOWS:
MATERIAL 1 LOT 20,000.00
2 EJH PROCESSORS WITH 1 SPARE PER DCO-
7450001, ISSUE 01, DATED 10/17/96 (S.O.#071532)
AS FOLLOWS:
MATERIAL 1 LOT 30,420.00
INSTALLATION 2,000.00
FREIGHT 20. 71
------
TOTAL $142,820.71
===== ===========
SIEMENS
Stromberg-Carlson
Installation Site: New York, NY
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
ITEM 0l
CMF-00, CCS-03
822068-812 Diag. Grading Panel 1
822003-596A PWBA, (2W) SI HDI 4
822002-526 PWBA, TSI PGH I/F 4
207800-482 Cable Assembly (TSI/PGH) 4
822005-546A PWBA, (2VV) TPPO HDI 2
822006-566A PWBA, TPP1 2
822017-556A PWBA, TPP2 2
DTF-03
817577-900 MG Basic DTF Assembly 1
817577-901 MG, DS1 Host CUA 6
817577-902 MG, Basics PWBAs DS1 CUA 6
207600-225 Frame Weldment 1
207800-079 Pkg Assy Front Door Mtg Hardware 1
207800-080 Pkg Assy Rear Door Mtg Hardware 1
207600-158 Door Assembly, Right I/0 2
207600-159 Door Assembly, Left I/O 2
207600-721 PWBA Guide 6
817560-606 PWBA, T1 Interface 48
817577-917 MG Blower w/Fan Alarm, Base 1
710001NY/2:01/03/97 1
SIEMENS
Stromberg-Carlson
Installation Site: New York, NY ,
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
ITEM 01 (Cont.)
PRT-00
------
817576-938 Mod Group, Circuit Breaker 2
Miscellaneous
DSX-DR19 Cross Connect Panel 2
DOC-ADD Additions Documentation 1
ITEM 02
4-DDV85-19 Exide Battery 765 Amp Hour 1
NOTE: This battery is normally provided when DTF-03 is added.
ITEM 03
LTF-O0
------
814574-992 MG Service Circuit CUA 1
814574-995 PWBA Mod Group Basic PWBA 1
207600-720 PWBA Guide 1
814742-536 PVVBA, Univ. Service Circuit 5
814742-576 PWBA, (1W) Univ. Service Circuit 3
814571-766 PWBA (1W) Receiver NACT/EVACT 3
814695-556 PWBA (1W) DTMF Dig. Sender 2
814572-576 PWBA (1W) Dig. Sender TMF 2
NOTE: In order to mount this CUA in LTF-00, the Line CUA in CUA position 00 will
have to be removed.
710001NY/2:01/03/97 2
EQUIPMENT LIST # TFG-97199 DATED: February 6, 1997
COMPANY: ATHENA INTERNATIONAL LTD. LIABILITY CO.
ATHENA INTERNATIONAL, LLC
ADDITION: I
SITE LOCATION: NEW YORK. NEW YORK
PART NO./DESCRIPTION QUANTITY AMOUNT
- -------------------- -------- ------
SS-C
1152 PORT ADDITION PER DCO-681113,
ISSUE 01, DATED 07/01/96 (S.O.#070570)
AS FOLLOWS:
MATERIAL 1 LOT $82,000.00
INSTALLATION 9,400.00
FREIGHT 608.65
REAL TIME ANI FEATURE #823435
(S.O.#071803) 1 LOT 26,667.00
THIRD PARTY VENDOR- ACTION TELCOM
AMS PRIMARY SYSTEM, NAMS SECONDARY SYSTEM,
AVAS-AUTOMATED VOICE ALARMING SYSTEM, TCP/IP
PACKAGE, NETPLAN - LERG (SEE ATTACHED EQUIPMENT
LIST) 1 LOT 96,855.00
---------
TOTAL $215.530.65
===== ===========
Stromberg-Carlson
Installation Site: New York, NY
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
Switching Equipment
ITEM 01
DTF-02
------
817577-900 DTF Frame Assembly 1
817577-901 DS-1 Host CUA 6
817577-902 DS-1 Basic PWBAs 6
817560-626 T-1 Interface PWBA 48
207600-225 DTF Frame Assembly 1
207600-721A Card Guide 6
207800-079 Front Door Mounting 1
207800-080 Rear Door Mounting 1
207600-158 Right Door 2
207600-159 Left Door 2
817577-924 Base Mount Blower Assembly 1
LTF-01
814574-900 LTF Frame Assembly 1
814574-901 Supervisory Panel 1
814574-904 Ejector Bar 2
814574-903 Terminator Assembly 1
207600-720 Card Guide 1
207600-210 LTF Frame Package 1
207800-014 Terminal Block Assembly 1
681113NY/1:07/01/96 2
Stromberg-Carlson
Installation Site: New York, NY
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
Switching Equipment
ITEM 01
LTF-01 (Cont.)
814574-992 Universal Service CUA 1
814574-995 Basic PWBAs I
814742-576 Digital DTMF Receiver PWBA (FOC) 1
814571-686 Digital TMF Receiver PWBA 3
814572-576 Digital TMF Sender PWBA 3
814895-556 Digital DTMF Sender PWBA 3
814643-596 Digital DTMF Receiver PWBA 17
207600-160 Front Door Mounting 1
207600-471 Rear Door Mounting 1
207600-158 Right Door 2
207800-159 Left Door 2
CMF
814095-616 Service Group Diag, PWBA 1
822003-596 1024 Port TSI PWBA 4
822002-526 TSI/PGH Interface PWBA 4
207800-482 TSI/PGHGP Cable 4
822005-546 TPP 0 PWBA 2
822006-576 TPP 1 PWBA 2
822017-566 TPP 2 PWBA 2
822068-811 Diag. Grading Panel CCS-02 1
681113NY/1:07/10/96 3
Installation Site: New York, NY
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ---
Switching Equipment
ITEM 01
PRT
817576-938 Circuit Breaker 4
MISCELLANOUS
4-24419-0290 DSX Panel, ADC DSX-DR 19 2
PJ716 8antem Patch Cord 8
DOC.ADD Additions Documentation 1
681113NY/1:07/10/96 4
ACTION TELCOM EQUIPMENT LIST
>>>>> EQUIPMENT LIST AND WARRANTY INFORMATION ON NAMS SALE <<<<<
CUSTOMER: Athena PROJECT CODE
BUSINESS OFFICE ADDRESS:
BUSINESS OFFICE PHONE#: VOICE: ( ) FAX: ( )
SITE LOCATION:
SITE ADDRESS:
SITE PHONE#: VOICE: ( ) FAX: ( ) NAMS: ( )
SWITCH TECH:
SYSTEM NAME:
PURCHASE DATE: STARTUP DATE: WARRANTY END DATE:
PRIMARY SYSTEM EQUIPMENT: Name: Password:
- ---------------------------------------------------------------------------------------------------
Key Make Model # Serial # I/O IRQ ADDR STK
- ---------------------------------------------------------------------------------------------------
AC ACER 4166 1900022075
KB ACER 6311-K K6366280752P
MON ACER 7134-T M3TP61113253
VC PCI
HDC Adaptec Built-in AIC7870P 719411
HD IBM DHFS M1A63 B94666 ID =3(4-GB)
HD IBM DHFS EC486509 ID =0(4-GB)
HD IBM DHFS B81929 ID =1(4-GB)
FD Mitsumi. (1.44) D359T5 3170675
YD Panasonic(1.2) JU-475-5 00197599
TD Tandberg TDC-42222 42205208 ID=2
SL1 Digi Host Ad (1P)77000218 095251179
SL1 Digi Conc. (1P)70000666 09525179
X25 SWG SGX 10870 300 15 D0000
X25 SWG SGX-Daughter N/A
PRN Epson LP-870 40U1133226 7 3bc-3be
NET RACAL PCI Interlan T2 0207011BEAFC 14 PCI Slot 1
SER ACER Built-in Com 1/Com 2 4/3 3fS/2fS
CD NEC CDR222 5X012024212
DIA AVAS D/21D CG209544 5 D2000
P/S DELTA DPS35OEB Y2622003618
I/P ADDRESS=
~MORY=
EED=
SOFTWARE: Primary
- --------------------------------------------------------------------------------
Key Make Serial # Activation Key #
- --------------------------------------------------------------------------------
SCO UNIX Sys 2DC030716 ollnxocm
FoxPro--V2 6 N/A
NAMS ATC NAMS II N/A
TERM Century CSU150754U3
NETCOM II version 4.5.3a net25828 Tc08al50e NOTES:
NOTES:
- --------------------------------------------------------------------------------
>>>>> EQUIPMENT LIST AND WARRANTY INFORMATION ON NAMS SALE <<<<<
- --------------------------------------------------------------------------------
CUSTOMER: Athena
SITE LOCATION: Denver
STEM NAME:
SECONDARY SYSTEM EQUIPMENT: Name: Password:
- ------------------------------------------------------------------------------------------------
Key Make Model # Serial # I/O IRQ ADDR STK
- ------------------------------------------------------------------------------------------------
PC ACER F520HB 1900022536
KB ACER 6311-K K6366200166 P
MON ACER 7134T M3TP62407942
vc ET4W32-5 0167237
HDC Adaptec (On-Board) AIC-7870P 719411
HD IBM DORS-32160 11S46H6072ZIM0002T6484
FD Mitsumi (1 44) D359Tss 2974189
FD Panasonic (1 2) JU-475-5 00026718
CD Sony CDU-76S 5032202
TD Tandberg 2.SGB TDC 4220 42205084 id=2
X25 SWG SGX 10880
NET RACAL Interlan PCI T2 0207011C0368
SER ACER (Built-in)
Power Supply DPS-2OOBP-8 S46150422818
I/P ADDRESS=
MEMORY=
SOFTWARE: Secondary
- -------------------------------------------------------------------------------
Key Make Serial # Activation Key #
- -------------------------------------------------------------------------------
OS SCO UNIX sysV 2DG004883 Ivdjvdej
NAMS ATC NAME II [illegible] [illegible]
COMMUNICATIONS EQUIPMENT:
- -------------------------------------------------------------------------------
Key Make Model # Serial #
- -------------------------------------------------------------------------------
DSU DDC VRT-1 (Stat-Mux)
DSU DDC VRT-1 (Stat-Mux)
DSU DDC VRT-1 (X.25 Link)
DSU DDC VRT-1 (X.25 Link)
Modem Multitec MT2834ZDX (Primary) 442500.3
Modem Multitec MT2834ZDX (Secondary) 4425001
LOG: ATHENA Primary & Secondary
Unpack and set up equipment. Perform operational checks. KP Disassemble
equipment as necessary to obtain and log serial numbers from individual boards
and components. Gather and log software serial numbers and activation keys.
Configure and install AVAS, X25 boards and reassemble equipment. Performed
operational checks. JR
Secondary: Verified OS version. Performed SCRATCH and RECHECK RC modifications.
Checked serial and parallel ports. Removed and reinstalled tape device.
Configured printer. Made Root & Boot and tape backup. Tuned shell and relinked
kernel. Installed software drivers for SGX and Dialogic boards. Loaded Where and
CLS programs. Installed TERM and NAMS. KP
Also modified gettdefs and changed IRQ on Racal network card to 14 and made ALAD
driver and Boot disk, EISA Configuration Utility disk.
Installation Site: New York, NY
ITEM O1
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ----
Switching Equipment
Line Trunk Frame (LTF)
OCCSLTFFRM Line Trunk Frame 1
814742-566 Diagnostic Test Gen/Monitor 1
LTFDOORS LTF Doors, Front & Rear 1
LINGRPCUA Line Group CUA (LTF) 1
SLTFUTSCUA Trk/Svc Ckt CUA Grp I
SLTFUSCUA Svc Ckt CUA Grp 6
814571-706 Digital TMF Rcv. (2/PWBA) 33
814572-576 Digital Sender (TMF/SATT) 9
814695-556 Digital DTMF Sender 9
814643-596 Digital DTMF Receiver 36
814742-576 (FOC) Digital DTMF Receiver 6
814574-936 2-Wire E&M Trunk PWBA 2
814574-932 Loop Trunk, Reverse Batt PWBA 1
Digital Trunk Frame (DTF)
OCCSDTFFRM Digital Trunk Frame 2
DTFDOORS DTF Doors, Front & Rear 2
SDS1HSTCUA DS1 Host Ckt CUA 12
817560-626A T1 interface PWBA 96
817577-917A Blower Assembly w/fan Alarm 2
1
Installation Site: New York, NY
ITEM O1
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ----
Switching Equipment
Control & Maintenance Frame (CMF)-
SCMFOCC Control & Maint Frame 1
CMFDOORS CMF Doors, Front & Rear 1
822068-819 DLI Transfer 1
814635-086 PWBA Ring (N+1) 1
814721-666 Serial Line Unit PWBA 1
822010-676 Disk Drive Assy 2
822010-656 Tape Drive 1
817702-556 Traffic Measurement/Rec 1
817620-556 MSA PWBA 1
814727-626 J2 Maintenance Processor 1
822010-606 Power & Alarm PWBA 1
817680-606A BMUX PWBA 1
822222-606A DLI-II 1
TSIPWB17 TSI PWBA 8
822702-536A PXAM II - 4MB 2
822727-696A J-Processor (8MB) 2
814770-656 PXA Memory PWBA 1/Mbyte 1
TPPOPWB17 TPP PWBA (Sectors 0) 1
OCCSNCS Sync Network Clock (Slave) 1
822718-596 Feature Processor (PWBA) 2
814095-626 Service Group Diag. PWBA 1
OCCTAPE Tape Control PWBAs 1
814722-216A RS232 Interface Module 7
-2-
INSTALLATION SITE: NEW YORK, NY
ITEM 01
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ----
Switching Equipment
Power & Test Frame (PRT)
SPRTF Power Ringing & Tst Fr 1
PRTDOORS PRT Doors, Front & Rear 1
817576-938 Circuit Breaker 100 Amp 9
814475-036 Alarm Sender PWBA 1
817576-912 Basic Cabinets & MTG for N+1) 1
814629-904 Ringing Generator (20 Hz) 1
817576-934 200VA DC/AC Non-Redund. Invtr 1
814215-820 Cook 4 Chart Announcer (NTSM) 1
203352-681 4 Channel Announcer I
Automatic Message-Accounting
SAMAFRM AMA Frame 1
AMADOORS AMA Doors Rear 1
814421-908 Cook 1600 BPI Tape Drives (2) 2
814421-909 Cook 1600 BPI Strapping 2
Miscellaneous
4-24419-0290 DSX Pnl-ADC DSX-DR 19 w/cord 4
PJ716 Bantam Patch Cord 16
2200B Channel Access Unit 1
203352-645 9600 Full Duplex Modems 1
202975-592 7' x 19" Relay Rack 1
207800-284 Installation Material 1
200110-119 Fuse I 1/3 amp 20
200110-129 Fuse 3 amp 10
200110-429 Fuse 10 amp 5
200110-139 Fuse 5 amp 10
-3-
Installation Site: New York, NY
ITEM O1
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ----
Switching Equipment
Miscellaneous (cont.)
SD0000 Std System Documentation 1
D0001 Specifications, Paper 2
D0002 Site Drawings, Paper 2
203352-600 Hendry Filtered Fuse Panel 1
207630-911 Modem Eliminator OCC 2
207630-901 PKG Assy/Modem Eliminator 4
Superstructure & Cabling 1
Battery Distribution Frame
814053-043A 7ft Battery Discharge Frame 1
207521-733 Shield 1
Power Equipment
(Separate Item)
Distribution Frame Equipment
5065-8 Term Blocks Newton 8 x 26 4
5054 Newton Bracks (1 per 2 blks) 2
Maintenance & Administration Equipment
202958-464 Tape Cartridge 1
203352-608 Arrow Tape Drive Cleaning Kit 1
203352-677 ADDS Video Terminal 1
203352-283 Genicom 2120 Keyboard/Printer 1
7271-964 Box, Teleprinter Paper I
-4-
Stromberg-Carlson Date: June 12, 1996
Installation Site: New York, NY
ITEM 01
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ----
Spare Circuit Packs
200110-099 Fuse 1/2, Amp 1
207630-042 Power Supply shield 1
555020-125 Fuse, 3AG, 3A 1
555366-001 Switch, SPST 1
814288-526 Tape Diagnostic PWBA 1
814291-546 Tape Motion Cont. PWBA 1
814298-526 Tape Buffer PWBA 1
814439-056 PGC-1 PWBA 1
814440-076 PGC-2 PWBA 1
814441-056 MUX/DEMUX PWBA 1
814462-036A Power Supply PWBA 1
814463-026A Power Supply PWBA 1
814539-026 CMOS codec Comm. PWBA 1
814727-626 J2 Maintenance Processor 1
817113-086 Power Supply PWBA 1
817524-066A LTC Interconnect PWBA 1
817560-626A T1 Interface PWBA 1
817561-526 T1 I/F Control 1 PWBA 1
817562-566 T1 I/F Control 2 PWBA 1
817564-026A Power Supply PWBA 1
817581-026 DS1 Terminator PWBA 1
817702-556A TMRS Processor 1
822010-656 Tape Drive 1
822010-666 Tape Drive PWBA 1
822015-536 Clock Generator (SNC) PWBA 1
822024-036A Power Monitor PWBA 1
822033-596A MCG - II PWBA 1
822034-536A Master Clock Dist. PWBA 1
822289-566A TBI II PWBA 1
5
Installation Site: New York, NY
ITEM O1
PART NUMBER DESCRIPTION QTY
- ----------- ----------- ----
Spare Circuit Packs (Cont.)
822723-556A Data Link III PWBA 1
822726-526A HD MSA/SL PWBA 1
822010-606A MSDA Pwr & Alarm 1
822010-636 Disk Drive Assy 1
822222-606A DLI-II 1
Software Features
999948 OCC Basic Features Package 1
011219 Trunks Automatic Routine 1
Testing
011289 Out of Svc Limit for Server 1
Grp. Eq.
012970 Glare Guard 1
018000 Paginated Print-out 1
026609 Route Treatment Expansion 1
053140 Alarm Repeat Notification 1
053150 Alarm LSSGR Compliant 1
053770 Alarm Spurt Alarm During 1
Transfer
056519 Automatic Switch-Over 1
146339 TMRS LSSGR Format 1
146429 TMRS Additional Matrix 1
Elements
146439 TMRS Additional Cell Grouping 1
Registers
146449 TMRS Separations Summary 1
Reporting
146459 TMRS Expanded Separations 1
Reporting
-6-
Installation Site: New York, NY
DESCRIPTION QTY
----------- ---
ITEM 02 887 HARDWARE & SOFTWARE .
- ------- -------------------------
822057-526 Signaling System Controller 2
822055'-536 Communication Link Controller 2
814742-586 Continuity Test PWBA 3
003009/ SS-7 Software 1
003019
003069 Link Pair Software 2
826210 SS7 Optional Backward Call 1
Indication
826220 SS7 Circuit Identification 1
(This Item is included in Item 01)
ITEM 02A SS7 SPARES
- -------- ----------
822057-526 Signaling System Controller 1
822055-536 Communication Link Controller 1
(This Item is included in Item 01)
ITEM 03 NAMS II
- ------- -------
NAMS II Used NAMS II from ISI Site 1
ITEM 03A "A" LINKS
- -------- ---------
003069 "A" Links 1
(maximum additional available
is 11)
ITEM 04 "A" LINK CONSOLIDATION FEATURE
- ------- ------------------------------
003029 "A" Link Consolidation 1
- 20 -
Betty Kayton
Highpoint International Telecommunications, Inc.
JUWUL FAX 650-943-54480
- -----
X 4415
From: Nikki Vavreck Tuttle
Date: November 30, 1998
Pages: 4, including cover sheet.
Betty:
Jeff Boggs requested that the attached open
invoices be faxed to you. FYI all invoices up
to and including the invoices due 11/01/98 have
been paid in full by Athena International, LLC.
Should you have any questions, please feel free
to give me a call.
Nikki V. Tuttle
12/15/98 Nikki WRC
LMRC Name Change
From the desk of...
Nikki Vavreck Tuttle
Accountant
Telecommunications Finance Group
400 Rinehart Road
Lake Mary, FL 32746
Fax: 407-942-5093
Remit to:
400 Rinehart Road DATE INVOICE NO.
Lake Mary, FL 32746 11/10/98 18516447
TO EQUIPMENT INSTALLED AT:
701 Poydras St, Suite 966
Suite 675 Denver, CO 80202-2928
New Orleans, LA 70139 County: Denver
CUSTOMER # DUE DATE FROM TO LEASE NO.
66073 12/1198 11/2/98 12/01/98 185164
AMOUNT
Please refer to attached Open Invoice Detail Report for
TOTAL AMOUNT DUE including all past due invoices
EQUIPMENT ON LEASE
CURRENT PERIOD
Equipment Rental for Stromberg Carlson 37,258.01
Digital Central Office Carrier Switch
Remaining deposit of $l6,859.47 to be applied to the final
installment or future additions
State Tax @ 3.00% 1,117.74
Local Tax @ 3.50% 1,304.03
Transit Tax @ 0.80% 298.06
Enclose duplicate Copy Of invoice with your remittance.
Direct billing inquiries to (407) 942-5781 TOTAL $39,77.84
Telecommunications Finance Group INVOICE
Remit to: DATE INVOICE NO.
400 Rinehart Road
Lake Mary, FL 32746 11/10/98 18520125
TO EQUIPMENT INSTALLED AT;
Athena International, LLC 60 Hudson Street
701 Poydras St. Suite MI6
Suite 675 New York, NY 10013
New Orleans, LA 70139 County: New York
CUSTOMER # DUE DATE FROM TO LEASE NO.
66073 12/1/98 11/2/98 12/01/98 185201
AMOUNT
Please refer to attached Open Invoice Detail Report
TOTAL AMOUNT DUE including all past due invoices
EQUIPMENT ON LEASE
CURRENT PERIOD
Equipment Rental for Siemens Stromberg - Carlton 21,811.99
Digital Central Office Carrier Switch
County Tax @ 4.00% 872.48
State Tax @ 4.00% 872.48
Transit Tax @ 0.25% 54.53
Enclose duplicate copy of invoice with your remittance.
Direct billing Inquiries to (407) 942-5781 Total $23,611.48
Telecommunications Finance Group INVOICE
Remit to:
400 Rinehart Road DATE INVOICE NO.
Lake Mary, FL 32746 11/10/98 18521219
TO EOUIPMENT INSTALLED AT:
Athena International, LLC. 800 West Sixth Street
701 Poydras St. Los Angeles, CA 90007
Suite 675 County: Los Angeles
New Orleans, LA 70139
CUSTOMER # DUE DATE FROM TO LEASE NO.
66073 12/1/98 11/2/98 12/01/98 185212
AMOUNT
Please refer to attached Open Invoice Detail Report for
TOTAL AMOUNT DUE including all past due invoices
EQUIPMENT ON LEASE
CURRENT PERIOD
Equipment Rental for SIEMENS Stromberg - Carlson 19,401.61
Digital Central Office Carrier Switch &
Peripheral Equipment
State Tax @ 6.25% 1,212.60
Transit Tax @ 1.00% 194.02
County Tax @ 1.00% 194.02
Enclose duplicate copy of invoice with your remittance.
Direct billing inquiries to (407) 942-5781. Total $21,002.25
** TOTAL PAGE.004 **
Telecommunications Finance Group
400 Rinehart Road o Lake Mary, FL 32746 o (407) 942-5094 o Fax, (407 942-5093
November 30, 1998
Athena International, Ltd. Liability Co. (Athena)
701 Poydras Street
675 One Shell Square
New Orleans, LA 70139
Advantage Capital Partners II Limited Partnership,
Advantage Capital Partners III Limited Partnership,
Advantage Capital Partners IV Limited Partnership, (collectively "Advantage")
909 Poydras Street, No. 2230
New Orleans, LA 70112
Highpoint International Telecom, Inc. (Highpoint)
1890 Shoreline Blvd.
Mountain View, CA 94043-1320
Re: Equipment Leases Entered into July 25, 1994, June 25, 1996, and October
31, 1996, Between Telecommunications Finance Group and Athena
International, Ltd. Liability Co. Covering Certain Siemens Information
and Communication Networks, Inc. Switching Equipment and Other
Peripheral Equipment as More Particularly Described in the Leases
(Leases)
Dear Sir or Madam:
Based on discussions among the addressees and Siemens Information and
Communication Networks, Inc., successor by way of merger to Siemens Telecom
Networks, formerly known as Siemens Stromberg-Carlson, and operating under the
name of Telecommunications Finance Group (TFG), TFG understands that as a result
of certain Asset Purchase, Agreement dated November 13, 1998, between and among
the addressees (Purchase Agreement) Athena desires to assign the Leases to
Advantage who, in turn, desires to assign the Leases to Highpoint. This letter
shall serve as TFG's consent to such assignment and release of each of Athena
and Advantage from any and all present and future obligations under thc Leases
provided the following conditions are met:
1. Highpoint shall be the ultimate assignee and the assignments shall
be effective on or before December 15, 1998.
2. Highpoint agrees to be bound by and promptly pay, perform, assume
and discharge any and all obligations of lessee under the Leases
following assignment, notwithstanding any contrary or inconsistent
provisions of the documents of assignment.
3. Highpoint shall indemnify and hold TFG harmless and, at TFG's
election, shall defend TFG, its employees, agents, officers,'
successors and assigns from any and all claims, liabilities,
reasonable costs, damages, reasonable expenses and attorney's fees
resulting
from or attributable to Highpoint's failure to perform the
obligations assumed by it under the Leases, which obligations shall
constitute all obligations set forth under the Leases commencing as
of the assignment of the Leases to Highpoint.
4. Advantage and Highpoint agree that all terms and conditions of.
Software License Agreement (Exhibit B to Leases) apply, and
furthermore Highpoint agrees to execute promptly upon completion of
the assignments a new Software License Agreement in the form
attached hereto as Attachment 1 to become a new Exhibit B to the
Leases.
5. Highpoint shall cause its parent, Highpoint Telecommunications,
Inc., to execute simultaneously with execution of the assignments a
guaranty in the form attached hereto Attachment 2.
6. Receipt by TFG of all payments due under the Leases up to the date
of assignment.
7. Highpoint will execute and deliver to TFG all necessary documents
(security forms, secretarial certificates, etc.) immediately
following the assignment.
8. This Agreement may be executed in multiple counterparts with the
same effect as if all signing parties had signed the same document.
All counterparts shall be construed together and constitute the
same instrument. Telecopied signatures shall be deemed to have the
authenticity and validity of original signatures.
By signing in the space provided below, Advantage and Highpoint acknowledge and
accept the above conditions.
Telecommunications Finance Group
By: /s/ Jeffrey D. Boggs
--------------------------------
Title: Director, Credit & Leasing
-----------------------------
Print Name: Jeffrey D. Boggs
------------------------
Highpoint International Telecom, Inc. Advantage Capital Partners II Limited
Partnership
By: /s/ David Warnes Advantage Capital Partners III Limited
-------------------------------- Partnership
Its authorized representative
Advantage Capital Partners IV Limited
Partnership
Title: By:
----------------------------- -----------------------------------
Print Name: David Warnes Its authorized representative
------------------------
Title:
--------------------------------
Print Name:
---------------------------
from or attributable to Highpoint's failure to perform the
obligations assured by it under the Lease which obligations shall
constitute all obligations set forth under the Lease commencing as
of the assignment of the to Highpoint
4. Advantage and Highpoint agree that all terms and conditions of
Software License Agreement (Exhibit B to lease) apply, and
furthermore Highpoint agrees to execute promptly upon completion of
all assignments, and new Software License Agreement in the form
attached hereto as Attachment I to become a new Exhibit B to the
Lease.
Highpoint sha11 cause its parent, Highpoint Telecommunications,
Inc., to execute simultaneously with execution of the assignments a
guaranty in the form attached hereto as Attachment 2.
6. Receipt by TFG of all payments due under the Lease up to the date
of assignment
Highpoint will execute and deliver to TFG all necessary documents
(security forms, secretarial certificates, etc.) immediately
following the assignment.
8. This Agreement may be executed in multiple counterparts with the
same effect at if all signing parties had signed the same document.
All counterparts shall be construed together and constitute the
same instrument. Telecopied signatures shall be deemed to have the
authenticity and validity of original signatures.
By signing in the space provided below, Advantage and Highpoint acknowledge and
accept the above conditions.
Telecommunications Finance Group
By: /s/ Jeffrey D. Boggs
--------------------------------
Title: Director, Credit & Leasing
-----------------------------
Print Name: Jeffrey D. Boggs
------------------------
Highpoint International Telecom, Inc. Advantage Capital Partners II Limited
Partnership
By: Advantage Capital Partners III Limited
-------------------------------- Partnership
Its authorized representative
Advantage Capital Partners IV Limited
Partnership
Title:
-----------------------------
Print Name: By: /s/ Steven T. Stull
------------------------ --------------------------------
Title: President
-----------------------------
Print Name: Steven T. Stull
------------------------
GUARANTY
Guaranty made this 30 day of Nov. , 1998 by Highpoint Telecommunications, Inc.,
a Canadian corporation with main offices located at 999 West Hastings it #1030,
Vancouver, BC V6C 2W2, herein referred to as Guarantor, to Siemens Information
and Communication Networks, Inc., AKA Telecommunications Finance Group, with
offices located at 400 Rinehart Road, Lake Mary, Florida 32746, herein referred
to as Obligee.
SECTION ONE
STATEMENT OF GUARANTY
As an inducement to Obligee to consent to the assignment from Athena
International Ltd. Liability Co. dba Athena International, LLC to Advantage and
ultimately to Highpoint International Telecom, Inc. (formerly Highpoint Capital,
Inc.) of a certain leases dated July 25, 1994 and June 25, 1996 and October 31,
1996 (the "Leases") between Athena International Ltd. Liability Co. dba Athena
International, LLC and Obligee, the undersigned Guarantor irrevocably and
unconditionally guarantees payment when due, whether by acceleration or
otherwise, of the lease payments, and in all schedules or leases assigned or
hereafter entered into with Obligee and all the obligations and liabilities due
under such leases, together with all interest thereon and all attorneys' fees,
costs and expenses, in enforcing any such obligations and liabilities. The right
of recovery against Guarantor under this Guaranty is unlimited.
SECTION TWO
ACKNOWLEDGEMENT OF ASSIGNMENT OF LEASE
The undersigned Guarantor acknowledges assignment of the leases and consents to
such assignment, as well as any future assignments, and specifically agrees that
this Guaranty is and shall be an open and continuing Guaranty and all
obligations and liabilities to which it applies or may apply shall be
conclusively presumed to have been created in reliance hereon and shall continue
in full force and effect, notwithstanding an)' (a) change in rentals or other
obligations under the lease, (b) renewals, modifications, additions or
extensions thereto or extensions of time to perform any of the obligations
thereunder.
The undersigned Guarantor specifically waives notice of any such changes,
renewals, modifications, additions, extensions or of any default by the Lessee.
The undersigned Guarantor further agrees and consents to any assignment of this
Guaranty, in which event it shall ensure to the benefit of any such assignee
with the same force and effect as though the assignee was specifically named
herein, and waives any notice of any such assignment.
SECTION THREE
EFFECT OF INVALIDITY
No invalidity, irregularity or unenforceability of all or part of the
obligations and liabilities hereby guaranteed or of any security therefore shall
affect, impair or be a defense to this Guaranty. This Guaranty is a primary
obligation of the undersigned Guarantor.
SECTION FOUR
GOVERNING LAW
This instrument shall be deemed to have been made in the County of Seminole,
State of Florida, and shall be interpreted in accordance with the laws of the
State of Florida.
As part of the consideration for the assignment of the lease, the undersigned
Guarantor agrees that any and all actions or proceedings arising directly or
indirectly from this Guaranty shall be litigated in courts having a situs within
the State of Florida.
The undersigned Guarantor consents to the jurisdiction of any local, state, or
federal court located within the State of Florida, and waives personal service
of any and all process, and consents that all such service of process may be
made by certified or registered mail, return receipt requested, directed to the
undersigned at the address first stated above.
SECTION FIVE
BINDING EFFECT
This Guaranty shall bind the respective heirs, executors, administrators,
successors, and assigns of the undersigned Guarantor.
In witness whereof, Guarantor has executed this Guaranty at the day and year
first above written.
HIGHPOINT TELECOMMUNICATIONS, INC.
By: /s/ Robin Brown
------------------------------
Robin Brown V.P.
-------------------------------
(Name and Title)
Date Signed: 12/04/98
--------------------
SECRETARY'S CERTIFICATE
I, David Warnes, do hereby certify that I am the Secretary of HIGHPOINT
INTERNATIONAL TELECOM, INC. (FORMERLY HIGHPOINT CAPITAL, INC.), a corporation
duly organized and existing under the laws of the State of Nevada
("Corporation"); that I am the keeper of the seal of the corporation and
corporate records, including, without limitation, the Charter, By-Laws and the
minutes of the meeting of the Board of Directors of the Corporation; that the
following is an accurate and compared transcript of the resolutions contained in
the minute book of the Corporation, which resolutions were duly adopted and
ratified at a meeting of the Board of Directors of the Corporation duly convened
and held in accordance with the By-Laws and Charter of the Corporation on the --
day of ,19---, at which time a quorum was present and acted throughout; and that
said resolutions have not in any way been modified, repealed or rescinded, but
are in full force and effect:
"RESOLVED, that any officer of the Corporation be and is
hereby authorized and empowered in the name and on behalf of this
Corporation to enter into one or more lease agreements with
Telecommunications Finance Group ("hereinafter called "LESSOR")
concerning personal property leased to the Corporation; from time to
time to modify, supplement or amend any such agreements; and to do and
perform all other acts and things deemed by such officer to be
necessary, convenient or proper to carry out any of the foregoing; and
be it
FURTHER RESOLVED, that all that any officer shall have done or
may do in the premises is hereby ratified and approved; and be it
FURTHER RESOLVED, that the foregoing resolutions shall remain
in full force and effect until written notice of their amendment or
recission shall have been received by LESSOR and that receipt of such
notice shall not effect any action taken or loans or advances made by
LESSOR prior thereto and LESSOR is authorized to rely upon said
resolutions until receipt by it of written notice of any change; and be
it
FURTHER RESOLVED, that the Secretary be and is hereby
authorized and directed to certify to LESSOR that the foregoing
resolutions and provisions thereof are in conformity with the Charter
and By-Laws of this Corporation."
I do further certify that the Lease Agreement entered into by the
Corporation and LESSOR concerning the following items of personal property:
Siemens Information and Communication Networks, Inc. Designated Product plus
Peripheral Equipment
is one of the agreements referred to in said resolutions and was duly executed
pursuant thereto and there are no restrictions imposed by the Charter or By-Laws
of the Corporation restricting the power or authority of the Board of Directors
of the Corporation to adopt the foregoing resolutions or upon the Corporation or
its officers to act in accordance therewith.
I do further certify that the following are names and specimen signatures
of officers of the Corporation empowered and authorized by the above
resolutions, each of which has been duly elected to hold and currently holds the
office of the Corporation set opposite his name:
NAME OFFICE SIGNATURE
---- ------ ---------
IN WITNESS WHEREOF I have hereunto set my hand and affixed the seal of the
Corporation this 30 day of Nov 1998.
(SEAL) -----------------------------------------------
Secretary of HIGHPOINT INTERNATIONAL,TELECOM, INC.
(FORMERLY HIGHPOINT CAPITAL, INC.)
Matthew Dickstein
This STATEMENT is presented for filing pursuant to the California Uniform Commercial Code DESK COPY
- ------------------------------------------------------------------------------------------------------------------------------------
File No. Orig. 1A. Date at Filing of Orig. 1B. Date of 1C. Place of Filing Orig.
Financing Statement 1A. Financing Statement Orig. Financing Statement Financing Statement STATE OF CALIFORNIA
05060505 2/10/97 11/6/96
- ------------------------------------------------------------------------------------------------------------------------------------
DEBTOR (Last Name First) 2A. Social Security No., Federal Tax No.
INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC 72-1280590
- ------------------------------------------------------------------------------------------------------------------------------------
Mailing Address 2C. City, State 2D.Zip Code
l POYDRAS ST., 675 ONE SHELL SQUARE NEW ORLEANS, LA 70139
- ------------------------------------------------------------------------------------------------------------------------------------
ADDITIONAL DEBTOR (If Any) (Last Name First) 3A, Social Security No., Federal
Tax No.
- ------------------------------------------------------------------------------------------------------------------------------------
Mailing Address 3C. City, State 3D. Zip Code
SECURED PARTY TELECOMMUNICATIONS FINANCE GROUP 4A Social Security No.,
Federal Tax No.
NAME or Bank Transit and A.B.A.
No.
MAILING ADDRESS 400 RINEHART ROAD 52-2122392
CITY LAKE MARY STATE FL ZIPCODE 32746
- ------------------------------------------------------------------------------------------------------------------------------------
ASSIGNEE OF SECURED PARTY (If Any) 5A Social Security No.,
Federal Tax No.
NAME or Bank Transit and A.B.A.
No.
MAILING ADDRESS
CITY STATE ZIP CODE
- ------------------------------------------------------------------------------------------------------------------------------------
A [ ] CONTINUATION-The original Financing Statement between the foregoing Debtor and Secured Party bearing the file number
and date shown above is continued. If collateral is crops or timber, check here [ ] and Insert description of real
property on which growing or to be grown in item 7 below,
- ------------------------------------------------------------------------------------------------------------------------------------
B [ ] RELEASE-From the collateral described In the Financing Statement bearing the file number shown above, the Secured
Party releases the collateral described in item 7 below.
- ------------------------------------------------------------------------------------------------------------------------------------
C [ ] ASSIGNMENT-The Secured Party certifies that the Secured Party has assigned to the Assignee above named, all the Secured C
Party's rights under the Financing Statement bearing the file number shown above In the collateraldescribed in Item 7
below.
- ------------------------------------------------------------------------------------------------------------------------------------
D [ ] TERMINATION-The Secured Party certifies that the Secured Party no longer claims a security interest under the Financing
Statement bearing the file number shown above.
- ------------------------------------------------------------------------------------------------------------------------------------
E [X] AMENDMENT-The Financing Statement bearing the file number shown above is amended as set forth in item 7 below. (Signature
of Debtor required on all amendments.)
- ------------------------------------------------------------------------------------------------------------------------------------
F [ ] OTHER
- ------------------------------------------------------------------------------------------------------------------------------------
NEW DEBTOR IS AS FOLLOWS:
HIGHPOINT INTERNATIONAL TELECOM, INC. - FEIN: 91-1917016
1890 SHORELINE BLVD.
MOUNTAIN VIEW, CA 94043-1320
THIS DEBTOR ASSUMES ALL RESPONSIBILITY UNDER THIS LEASE AGREEMENT.
(SITE: LOS ANGELES, CA)
- ------------------------------------------------------------------------------------------------------------------------------------
9. This Space for Use of Filing Officer
(Date) Nov 30 1998 (Date, Time, Filing Office)
-------------------- --
HIGHPOINT INTERNATIONAL TELECOM, INC.
By
----------------------------------------------------------------------------
SIGNATURE (S) OF DEBTOR(S) (TITLE)
TELECOMMUNICATIONS FINANCE GROUP
By:
---------------------------------------------------------------------------
SIGNATURE (S) OF SECURED PARTY (IES) (TITLE)
- --------------------------------------------------------------------------------
1O. Return Copy to
TELECOMMUNICATIONS FINANCE GROUP
400 RINEHART RD.
LAKE MARY, FL 32746
ATTN: J. KEYS (A-5)
UNIFORM COMMERCIAL CODE-FORM UCC-2
Printed by UCC
Control-Libra Soft, Inc.
(1) FILING OFFICER COPY Approved by the Secretary of State 229 Johnson St., Suite C, Santa Fe, NM 87501
Matthew Dickstein
This STATEMENT is presented for filing pursuant to the California Uniform Commercial Code DESK COPY
- ------------------------------------------------------------------------------------------------------------------------------------
File No. Orig. 1A. Date at Filing of Orig. 1B. Date of 1C. Place of Filing Orig.
Financing Statement 1A. Financing Statement Orig. Financing Statement Financing Statement LOS ANGELES COUNTY
7-360980 3/11/97 11/6/96
- ------------------------------------------------------------------------------------------------------------------------------------
DEBTOR (Last Name First) 2A. Social Security No., Federal Tax No.
A INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC 72-1280590
- ------------------------------------------------------------------------------------------------------------------------------------
Mailing Address 2C. City, State 2D.Zip Code
l POYDRAS ST., 675 ONE SHELL SQUARE NEW ORLEANS, LA 70139
- ------------------------------------------------------------------------------------------------------------------------------------
ADDITIONAL DEBTOR (If Any) (Last Name First) 3A, Social Security No., Federal
Tax No.
- ------------------------------------------------------------------------------------------------------------------------------------
Mailing Address 3C. City, State 3D. Zip Code
SECURED PARTY TELECOMMUNICATIONS FINANCE GROUP 4A Social Security No.,
Federal Tax No.
NAME or Bank Transit and A.B.A.
No.
MAILING ADDRESS 400 RINEHART ROAD 52-2122392
CITY LAKE MARY STATE FL ZIPCODE 32746
- ------------------------------------------------------------------------------------------------------------------------------------
ASSIGNEE OF SECURED PARTY (If Any) 5A Social Security No.,
Federal Tax No.
NAME or Bank Transit and A.B.A.
No.
MAILING ADDRESS
CITY STATE ZIP CODE
- ------------------------------------------------------------------------------------------------------------------------------------
A [ ] CONTINUATION-The original Financing Statement between the foregoing Debtor and Secured Party bearing the file number
and date shown above is continued. If collateral is crops or timber, check here [ ] and Insert description of real
property on which growing or to be grown in item 7 below,
- ------------------------------------------------------------------------------------------------------------------------------------
B [ ] RELEASE-From the collateral described In the Financing Statement bearing the file number shown above, the Secured
Party releases the collateral described in item 7 below.
- ------------------------------------------------------------------------------------------------------------------------------------
C [ ] ASSIGNMENT-The Secured Party certifies that the Secured Party has assigned to the Assignee above named, all the Secured C
Party's rights under the Financing Statement bearing the file number shown above In the collateraldescribed in Item 7
below.
- ------------------------------------------------------------------------------------------------------------------------------------
D [ ] TERMINATION-The Secured Party certifies that the Secured Party no longer claims a security interest under the Financing
Statement bearing the file number shown above.
- ------------------------------------------------------------------------------------------------------------------------------------
E [X] AMENDMENT-The Financing Statement bearing the file number shown above is amended as set forth in item 7 below. (Signature
of Debtor required on all amendments.)
- ------------------------------------------------------------------------------------------------------------------------------------
F [ ] OTHER
- ------------------------------------------------------------------------------------------------------------------------------------
NEW DEBTOR IS AS FOLLOWS:
HIGHPOINT INTERNATIONAL TELECOM, INC. - FEIN: 91-1917016
1890 SHORELINE BLVD.
MOUNTAIN VIEW, CA 94043-1320
THIS DEBTOR ASSUMES ALL RESPONSIBILITY UNDER THIS LEASE AGREEMENT.
(SITE: LOS ANGELES, CA)
- ------------------------------------------------------------------------------------------------------------------------------------
9. This Space for Use of Filing Officer
(Date) Nov 30 1998 (Date, Time, Filing Office)
-------------------- --
HIGHPOINT INTERNATIONAL TELECOM, INC.
By
----------------------------------------------------------------------------
SIGNATURE (S) OF DEBTOR(S) (TITLE)
TELECOMMUNICATIONS FINANCE GROUP
By:
---------------------------------------------------------------------------
SIGNATURE (S) OF SECURED PARTY (IES) (TITLE)
- --------------------------------------------------------------------------------
1O. Return Copy to
TELECOMMUNICATIONS FINANCE GROUP
400 RINEHART RD.
LAKE MARY, FL 32746
ATTN: J. KEYS (A-5)
UNIFORM COMMERCIAL CODE-FORM UCC-2
Printed by UCC
Control-Libra Soft, Inc.
(1) FILING OFFICER COPY Approved by the Secretary of State 229 Johnson St., Suite C, Santa Fe, NM 87501
This STATEMENT is presented for filing pursuant to Chapter 9 of the Louisiana Commercial Laws DESK COPY
- ------------------------------------------------------------------------------------------------------------------------------------
File No. of Orig. 1A. Date at Filing of Orig. 1B. Date of 1C. Place of Filing Orig.
Financing Statement Financing Statement Orig. Financing Statement Financing Statement
7-360980 3/11/97 11/6/96 Los Angeles County
- ------------------------------------------------------------------------------------------------------------------------------------
DEBTOR (LAST NAME, FIRST, MIDDLE-IF AN INDIVIDUAL) 2A. SS# OR EMPLOYER I.D. NO.
ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC 72-1280590
- ------------------------------------------------------------------------------------------------------------------------------------
2B.Mailing Address 2C. City, State 2D.Zip Code
701 POYDRAS ST., 675 ONE SHELL SQUARE NEW ORLEANS, LA 70139
- ------------------------------------------------------------------------------------------------------------------------------------
ADDITIONAL DEBTOR (IF ANY)(LAST NAME FIRST) 3A. SS# OR EMPLOYER I.D. NO
- ------------------------------------------------------------------------------------------------------------------------------------
3B. MAILING ADDRESS 3C. City, State 3D.Zip Code
- ------------------------------------------------------------------------------------------------------------------------------------
SECURED PARTY TELECOMMUNICATIONS FINANCE GROUP 4A. SS# OR EMPLOYER I.D. NO.
52-2122392
NAME
MAILING ADDRESS 400 RINEHART ROAD
CITY LAKE MARY STATE FL ZIP CODE 32746
- ------------------------------------------------------------------------------------------------------------------------------------
ASSIGNEE OF SECURED PARTY (IF ANY) 5A. SS# OR EMPLOYER I.D. NO.
NAME
MAILING ADDRESS
CITY STATE ZIP CODE
- ------------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------ORIGINAL FINANCING STATEMENT--------------------------------------------------------
6A. FILE NO. OF ORIGINAL FINANCING STATEMENT 6B, PRE-CHAPTER 9 ENTRY NO. 6C. PARISH IN WHICH FILED 6D. DATE OF ORIGINAL FILING
36-114237 PARISH OF ORLEANS, LA 1/22/97
- ------------------------------------------------------------------------------------------------------------------------------------
7. TYPE OF ACTION (Check only one)
A [ ] CONTINUATION- The original Financing Statement between the Debtor and Secured Party bearing the file number shown
above is still effective.
B [ ] RELEASE- The Secured Party releases the collateral described in Item No. 8 below from the Financing Statement bearing
the number shown above.
C [ ] PARTIAL ASSIGNMENT- Some or the secured party's rights under the Financing Statement bearing the file number shown
above have been assigned to the assignee above Named. A description of the collateral subject to the assignment is set
forth in Item No. 8 below.
D [ ] ASSIGNMENT- The Secured Party has assigned to the Assignee above named all the Secured Party's rights under the
Financing Statement bearing the file number shown above.
E [ ] TERMINATION- The Secured Party no longer claims a security interest under the Financing Statement bearing the file
number shown above.
F [X] AMENDMENT- The Financing Statement bearing the file number shown above is amended as set forth in Item No. 8 below.
G [ ] OTHER
----------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
8. DESCRIPTION (Required for Release, Assignment, Amendment and Reinscription of Pre-Chapter 9 Filings)
NEW DEBTOR IS AS FOLLOWS:
HIGHPOINT INTERNATIONAL TELECOM, INC. FEIN: 91-1917016
1890 SHORELINE BLVD.
MOUNTAIN VIEW, CA 94043-1320
THIS DEBTOR ASSUMES ALL RESPONSIBILITY UNDER THIS LEASE AGREEMENT.
(SITE: LOS ANGELES, CA)
- ------------------------------------------------------------------------------------------------------------------------------------
9. SIGNATURE (S) OF DEBTOR (S) IF REQUIRED 12. THIS SPACE FOR USE OF FILING OFFICER
HIGHPOINT INTERNATIONAL TELECOM, INC. (DATE, TIME, ENTRY # AND FILING OFFICER)
- -------------------------------------------------------------------------------
PARTY (IES) (if applicable)
TELECOMMUNICATIONS FINANCE GROUP
- --------------------------------------------------------------------------------
11. Return copy to:
NAME TELECOMMUNICATIONS FINANCE GROUP
ADDRESS 400 RINEHART RD.
LAKE MARY, FL 32746
ZIP CODE CITY, STATE ATTN: J. KEYS (A-5) ----------------------------------------------------
- -------------------------------------------------------------------------------
13. Number of additional sheets presented 0
----------------------------------------------------
LOUISIANA APPROVED FORM UCC-3 SECRETARY OF STATE W. FOX McKEITHEN (REV. 1/92)
(1) FILING OFFICER COPY
This STATEMENT is presented to a filing officer for filing pursuant to the Uniform Commercial Code. 3 Maturity date (if any):
DESK COPY
- ------------------------------------------------------------------------------------------------------------------------------------
1. Debtor(s) (Last Name First) and address (es) 2. Secured Party (ies) and address (es) For Filing Officer (Date, Time,
Number, and Filing
ATHENA INTERNATIONAL LTD. TELECOMMUNICATIONS FINANCE Office)
LIABILITY CO. GROUP
701 POYDRAS ST., 675 ONE SHELL 400 RINEHART ROAD
NEW ORLEANS, LA 70139 LAKE MARY, FL 32746
FEIN: 72-1280590 FEIN: 52-2122392
- ---------------------------------------------------------------------------------------
4. This statement refers to original Financing Statement bearing File No. 942086285
Filed with Secretary of State, CO Date Filed 11/21/94
- ------------------------------------------------------------------------------------------------------------------------------------
5. [ ] Continuation. The original financing statement between the foregoing Debtor and Secured Party, bearing file number shown
above, is still effective.
6. [ ] Termination. Secured party no longer claims a security interest under the financing statement bearing file number shown
above.
7. [ ] Assignment. The secured party's right under the financing statement bearing file number shown above to the properly
described in Item 10 have been assigned to the Assignee whose name and address appears in Item 10.
8. [X] Amendment Financing Statement bearing file number shown above is amended as set forth in item 10.
9. [ ] Partial Release Secured Party releases the collateral described in Item 10 from the financing statement bearing file number
shown above.
- ------------------------------------------------------------------------------------------------------------------------------------
10. NEW DEBTOR IS AS FOLLOWS:
HIGHPOINT INTERNATIONAL TELECOM, INC. - FEIN: 91-1917016
1890 SHORELINE BLVD.
MOUNTAIN VIEW, CA 94043-1320
THIS DEBTOR ASSUMES ALL RESPONSIBILITY UNDER THIS LEASE AGREEMENT.
(SITE: DENVER, CO)
No. of additional Sheets presented: 0
- ------------------------------------------------------------------------------------------------------------------------------------
HIGHPOINT INTERNATIONAL TELECOM, INC. TELECOMMUNICATIONS FINANCE GROUP
- ----------------------------------------------------------------------- -----------------------------------------------
By: By:
-------------------------------------------------------------------- -----------------------------------------------
Signature(s) Of Debtor(s) (necessary only if item 8 is applicable). Signature(s) of Secured Party (ies)
STANDARD FORM-FORM UCC-3
This STATEMENT is presented for filing pursuant to Chapter 9 of the Louisiana Commercial Laws DESK COPY
- ------------------------------------------------------------------------------------------------------------------------------------
1A. DEBTOR (LAST NAME, FIRST, MIDDLE-IF AN INDIVIDUAL) 1B. SS# OR EMPLOYER I.D. NO.
ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC 72-1280590
- ------------------------------------------------------------------------------------------------------------------------------------
701 POYDRAS ST., 675 ONE SHELL SQUARE NEW ORLEANS, LA 70139
- ------------------------------------------------------------------------------------------------------------------------------------
2A. ADDITIONAL DEBTOR (IF ANY)(LAST NAME, FIRST, MIDDLE-IF AN INDIVIDUAL) 2B. SS# OR EMPLOYER I.D. NO.
- ------------------------------------------------------------------------------------------------------------------------------------
2C. MAILING ADDRESS
- ------------------------------------------------------------------------------------------------------------------------------------
3A. ADDITIONAL DEBTOR DEBTOR'S TRADE NAMES OR STYLES (IF ANY) 3B. SS# OR EMPLOYER I.D. NO.
- ------------------------------------------------------------------------------------------------------------------------------------
3C. MAILING ADDRESS
- ------------------------------------------------------------------------------------------------------------------------------------
4A. SECURED PARTY SECURED PARTY INFORMATION 4B. SS# OR EMPLOYER I.D. NO.
TELECOMMUNICATIONS FINANCE GROUP 52-2122392
- ------------------------------------------------------------------------------------------------------------------------------------
4C. MAILING ADDRESS
400 RINEHART ROAD LAKE MARY, FL 32746
- ------------------------------------------------------------------------------------------------------------------------------------
5A. ASSIGNEE OF SECURED PARTY (IF ANY) 5B. SS# OR EMPLOYER I.D. NO.
- ------------------------------------------------------------------------------------------------------------------------------------
5C. MAILING ADDRESS
- ------------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------ORIGINAL FINANCING STATEMENT--------------------------------------------------------
- ----------------------------------------------- --------------------------------------------------------
6A. FILE NO. OF ORIGINAL FINANCING STATEMENT 6B., PRE-CHAPTER 9 ENTRY NO. 6C. PARISH IN WHICH FILED 6D. DATE OF ORIGINAL FILING
36-108564 PARISH OF ORLEANS, LA 7/15/96
- ------------------------------------------------------------------------------------------------------------------------------------
7. TYPE OF ACTION (Check only one)
A [ ] CONTINUATION- The original Financing Statement between the Debtor and Secured Party bearing the file number shown
above is still effective.
B [ ] RELEASE- The Secured Party releases the collateral described in Item No. 8 below from the Financing Statement bearing
the number shown above.
C [ ] PARTIAL ASSIGNMENT- Some of the secured party's rights under the Financing Statement bearing the file number shown
above have been assigned to the assignee above named. A description of the collateral subject to the assignment is set
forth in Item No. 8 below.
D [ ] ASSIGNMENT- The Secured Party has assigned to the Assignee above named all the Secured Party's rights under the
Financing Statement bearing the file number shown above.
E [ ] TERMINATION- The Secured Party no longer claims a security interest under the Financing Statement bearing the file
number shown above.
F [X] AMENDMENT- The Financing Statement bearing the file number shown above is amended as set forth in Item No. 8 below.
G [ ] OTHER
----------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
8. DESCRIPTION (Required for Release, Assignment, Amendment and Reinscription of Pre-Chapter 9 Filings)
NEW DEBTOR IS AS FOLLOWS:
HIGHPOINT INTERNATIONAL TELECOM, INC.
1890 SHORELINE BLVD.
MOUNTAIN VIEW, CA 94043-1320
FEIN: 91-1917016
THIS DEBTOR ASSUMES ALL RESPONSIBILITY UNDER THIS LEASE AGREEMENT.
(SITE: NEW YORK, NY)
- ------------------------------------------------------------------------------------------------------------------------------------
9. SIGNATURE(S) OF DEBTOR(S) IF REQUIRED 12. THIS SPACE FOR USE OF FILING OFFICER
HIGHPOINT INTERNATIONAL TELECOM, INC. (DATE, TIME, ENTRY # AND FILING OFFICER)
illegible
- -------------------------------------------------------------------------------
PARTY(IES) (if applicable)
10. SIGNATURE(S) OF SECURED
TELECOMMUNICATIONS FINANCE GROUP
- --------------------------------------------------------------------------------
11. Return copy to:
NAME TELECOMMUNICATIONS FINANCE GROUP
ADDRESS 400 RINEHART RD.
LAKE MARY, FL 32746
CITY, STATE ZIP CODE ATTN: J. KEYS (A-5) ----------------------------------------------------
- -------------------------------------------------------------------------------
13. Number of additional sheets presented 0
----------------------------------------------------
LOUISIANA APPROVED FORM UCC-3 SECRETARY OF STATE W. FOX McKEITHEN (REV. 1/92)
(1) FILING OFFICER COPY
This STATEMENT is presented to a filing officer for filing pursuant to the Uniform Commercial Code. 3 Maturity date (if any):
DESK COPY
- ------------------------------------------------------------------------------------------------------------------------------------
1. Debtor(s) (Last Name First) and address (es) 2. Secured Party (ies) and address (es) For Filing Officer (Date, Time,
Number, and Filing
ATHENA INTERNATIONAL LTD. TELECOMMUNICATIONS FINANCE Office)
LIABILITY CO. DBA ATHENA GROUP
INTERNATIONAL, LLC 400 RINEHART ROAD
701 POYDRAS ST., 675 ONE SHELL LAKE MARY, FL 32746
NEW ORLEANS, LA 70139 FEIN: 52-2122392
FEIN: 72-1280590
- ---------------------------------------------------------------------------------------
4. This statement refers to original Financing Statement bearing File No. 96PN32501
Filed with NEW YORK COUNTY, NY Date Filed 7/26/96
- ------------------------------------------------------------------------------------------------------------------------------------
5. [ ] Continuation. The original financing statement between the foregoing Debtor and Secured Party, bearing file number shown
above, is still effective.
6. [ ] Termination. Secured party no longer claims a security interest under the financing statement bearing file number shown
above.
7. [ ] Assignment. The secured party's right under the financing statement bearing file number shown above to the properly
described in Item 10 have been assigned to the Assignee whose name and address appears in Item 10.
8. [X] Amendment Financing Statement bearing file number shown above is amended as set forth in item 10.
9. [ ] Partial Release Secured Party releases the collateral described in Item 10 from the financing statement bearing file number
shown above.
- ------------------------------------------------------------------------------------------------------------------------------------
10. NEW DEBTOR IS AS FOLLOWS:
HIGHPOINT INTERNATIONAL TELECOM, INC. - FEIN: 91-1917016
1890 SHORELINE BLVD.
MOUNTAIN VIEW, CA 94043-1320
THIS DEBTOR ASSUMES ALL RESPONSIBILITY UNDER THIS LEASE AGREEMENT.
(SITE: NEW YORK, NY)
No. of additional Sheets presented: 0
- ------------------------------------------------------------------------------------------------------------------------------------
HIGHPOINT INTERNATIONAL TELECOM, INC. TELECOMMUNICATIONS FINANCE GROUP
- ----------------------------------------------------------------------- -----------------------------------------------
By: By:
-------------------------------------------------------------------- -----------------------------------------------
Signature(s) Of Debtor(s) (necessary only if item 8 is applicable). Signature(s) of Secured Party (ies)
STANDARD FORM-FORM UCC-3
This STATEMENT is presented for filing pursuant to Chapter 9 of the Louisiana Commercial Laws DESK COPY
- ------------------------------------------------------------------------------------------------------------------------------------
1A. DEBTOR (LAST NAME, FIRST, MIDDLE-IF AN INDIVIDUAL) 1B. SS# OR EMPLOYER I.D. NO.
ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC 72-1280590
- ------------------------------------------------------------------------------------------------------------------------------------
701 POYDRAS ST., 675 ONE SHELL SQUARE NEW ORLEANS, LA 70139
- ------------------------------------------------------------------------------------------------------------------------------------
2A. ADDITIONAL DEBTOR (IF ANY)(LAST NAME, FIRST, MIDDLE-IF AN INDIVIDUAL) 2B. SS# OR EMPLOYER I.D. NO.
- ------------------------------------------------------------------------------------------------------------------------------------
2C. MAILING ADDRESS
- ------------------------------------------------------------------------------------------------------------------------------------
3A. ADDITIONAL DEBTOR DEBTOR'S TRADE NAMES OR STYLES (IF ANY) 3B. SS# OR EMPLOYER I.D. NO.
- ------------------------------------------------------------------------------------------------------------------------------------
3C. MAILING ADDRESS
- ------------------------------------------------------------------------------------------------------------------------------------
4A. SECURED PARTY SECURED PARTY INFORMATION 4B. SS# OR EMPLOYER I.D. NO.
TELECOMMUNICATIONS FINANCE GROUP 52-2122392
- ------------------------------------------------------------------------------------------------------------------------------------
4C. MAILING ADDRESS
400 RINEHART ROAD LAKE MARY, FL 32746
- ------------------------------------------------------------------------------------------------------------------------------------
5A. ASSIGNEE OF SECURED PARTY (IF ANY) 5B. SS# OR EMPLOYER I.D. NO.
- ------------------------------------------------------------------------------------------------------------------------------------
5C. MAILING ADDRESS
- ------------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------ORIGINAL FINANCING STATEMENT--------------------------------------------------------
- ----------------------------------------------- --------------------------------------------------------
6A. FILE NO. OF ORIGINAL FINANCING STATEMENT 6B. PRE-CHAPTER 9 ENTRY NO. 6C. PARISH IN WHICH FILED 6D. DATE OF ORIGINAL FILING
36-108564 PARISH OF ORLEANS, LA 7/15/96
- ------------------------------------------------------------------------------------------------------------------------------------
7. TYPE OF ACTION (Check only one)
A [ ] CONTINUATION- The original Financing Statement between the Debtor and Secured Party bearing the file number shown
above is still effective.
B [ ] RELEASE- The Secured Party releases the collateral described in Item No. 8 below from the Financing Statement bearing
the number shown above.
C [ ] PARTIAL ASSIGNMENT- Some of the secured party's rights under the Financing Statement bearing the file number shown
above have been assigned to the assignee above Named. A description of the collateral subject to the assignment is set
forth in Item No. 8 below.
D [ ] ASSIGNMENT- The Secured Party has assigned to the Assignee above named all the Secured Party's rights under the
Financing Statement bearing the file number shown above.
E [ ] TERMINATION- The Secured Party no longer claims a security interest under the Financing Statement bearing the file
number shown above.
F [X] AMENDMENT- The Financing Statement bearing the file number shown above is amended as set forth in Item No. 8 below.
G [ ] OTHER
----------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
8. DESCRIPTION (Required for Release, Assignment, Amendment and Reinscription of Pre-Chapter 9 Filings)
NEW DEBTOR IS AS FOLLOWS:
HIGHPOINT INTERNATIONAL TELECOM, INC.
1890 SHORELINE BLVD.
MOUNTAIN VIEW, CA 94043-1320
FEIN: 91-1917016
THIS DEBTOR ASSUMES ALL RESPONSIBILITY UNDER THIS LEASE AGREEMENT.
(SITE: NEW YORK, NY)
- ------------------------------------------------------------------------------------------------------------------------------------
9. SIGNATURE(S) OF DEBTOR(S) IF REQUIRED 12. THIS SPACE FOR USE OF FILING OFFICER
HIGHPOINT INTERNATIONAL TELECOM, INC. (DATE, TIME, ENTRY # AND FILING OFFICER)
illegible
- -------------------------------------------------------------------------------
SIGNATURE(S) OF SECURED PARTY (IES) (if applicable)
TELECOMMUNICATIONS FINANCE GROUP
- --------------------------------------------------------------------------------
11. Return copy to:
NAME TELECOMMUNICATIONS FINANCE GROUP
ADDRESS 400 RINEHART RD.
CITY, STATE LAKE MARY, FL 32746
ZIP CODE ATTN: J. KEYS (A-5) ----------------------------------------------------
- -------------------------------------------------------------------------------
13. Number of additional sheets presented 0
----------------------------------------------------
LOUISIANA APPROVED FORM UCC-3 SECRETARY OF STATE W. FOX McKEITHEN (REV. 1/92)
(1) FILING OFFICER COPY
This STATEMENT is presented for filing pursuant to Chapter 9 of the Louisiana Commercial Laws DESK COPY
- ------------------------------------------------------------------------------------------------------------------------------------
1A. DEBTOR {LAST NAME, FIRST, MIDDLE-IF AN INDIVIDUAL) 1B. SS# OR EMPLOYER I.D. NO.
ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC 72-1280590
- ------------------------------------------------------------------------------------------------------------------------------------
701 POYDRAS ST., 675 ONE SHELL SQUARE NEW ORLEANS, LA 70139
- ------------------------------------------------------------------------------------------------------------------------------------
A. ADDITIONAL DEBTOR (IF ANY)(LAST NAME, FIRST, MIDDLE-IF AN INDIVIDUAL) 2B. SS# OR EMPLOYER I.D. NO
- ------------------------------------------------------------------------------------------------------------------------------------
2C. MAILING ADDRESS
- ------------------------------------------------------------------------------------------------------------------------------------
3A. ADDITIONAL DEBTOR DEBTOR'S TRADE NAMES OR STYLES (IF ANY) 3B. SS# OR EMPLOYER I.D. NO
- ------------------------------------------------------------------------------------------------------------------------------------
3C. MAILING ADDRESS
- ------------------------------------------------------------------------------------------------------------------------------------
4A. SECURED PARTY SECURED PARTY INFORMATION 4B SS# OR EMPLOYER I.D. NO.
TELECOMMUNICATIONS FINANCE GROUP 52-2122392
- ------------------------------------------------------------------------------------------------------------------------------------
4C. MAILING ADDRESS
400 RINEHART ROAD LAKE MARY, FL 32746
- ------------------------------------------------------------------------------------------------------------------------------------
5A. ASSIGNEE OF SECURED PARTY (IF ANY) 58. SS# OR EMPLOYER I.D. NO.
- ------------------------------------------------------------------------------------------------------------------------------------
5C. MAILING ADDRESS
- ------------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------ORIGINAL FINANCING STATEMENT--------------------------------------------------------
- ----------------------------------------------- --------------------------------------------------------
6A. FILE NO. OF ORIGINAL FINANCING STATEMENT 6B, PRE-CHAPTER 9 ENTRY NO. 6C. PARISH IN WHICH FILED 6D. DATE OF ORIGINAL FILING
36-114237 PARISH OF ORLEANS, LA 1/22/97
- ------------------------------------------------------------------------------------------------------------------------------------
7. TYPE OF ACTION (Check only one)
A [ ] CONTINUATION- The original Financing Statement between the Debtor and Secured Party bearing the file number shown
above is still effective.
B [ ] RELEASE- The Secured Party releases the collateral described in Item No. 8 below from the Financing Statement bearing
the number shown above.
C [ ] PARTIAL ASSIGNMENT- Some or the secured party's rights under the Financing Statement bearing the file number shown
above have been assigned to the assignee above Named. A description of the collateral subject to the assignment is set
forth in Item No. 8 below.
D [ ] ASSIGNMENT- The Secured Party has assigned to the Assignee above named all the Secured Party's rights under the
Financing Statement bearing the file number shown above.
E [ ] TERMINATION- The Secured Party no longer claims a security interest under the Financing Statement bearing the file
number shown above.
F [X] AMENDMENT- The Financing Statement bearing the file number shown above is amended as set forth in Item No. 8 below.
G [ ] OTHER
----------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
8. DESCRIPTION (Required for Release, Assignment, Amendment and Reinscription of Pre-Chapter 9 Filings)
NEW DEBTOR IS AS FOLLOWS:
HIGHPOINT INTERNATIONAL TELECOM, INC.
1890 SHORELINE BLVD.
MOUNTAIN VIEW, CA 94043-1320
FEIN: 91-1917016
THIS DEBTOR ASSUMES ALL RESPONSIBILITY UNDER THIS LEASE AGREEMENT.
(SITE: LOS ANGELES, CA)
- ------------------------------------------------------------------------------------------------------------------------------------
9. SIGNATURE (S) OF DEBTOR (S) IF REQUIRED 12. THIS SPACE FOR USE OF FILING OFFICER
HIGHPOINT INTERNATIONAL TELECOM, INC. (DATE, TIME, ENTRY # AND FILING OFFICER)
- -------------------------------------------------------------------------------
PARTY (IES) (if applicable)
TELECOMMUNICATIONS FINANCE GROUP
- --------------------------------------------------------------------------------
11. Return copy to:
NAME TELECOMMUNICATIONS FINANCE GROUP
ADDRESS 400 RINEHART RD.
LAKE MARY, FL 32746
ZIP CODE CITY, STATE ATTN: J. KEYS (A-5) ----------------------------------------------------
- -------------------------------------------------------------------------------
13. Number of additional sheets presented 0
----------------------------------------------------
LOUISIANA APPROVED FORM UCC-3 SECRETARY OF STATE W. FOX McKEITHEN (REV. 1/92)
(1) FILING OFFICER COPY
This STATEMENT is presented for filing pursuant to Chapter 9 of the Louisiana Commercial Laws DESK COPY
- ------------------------------------------------------------------------------------------------------------------------------------
1A. DEBTOR {LAST NAME, FIRST, MIDDLE-IF AN INDIVIDUAL) 1B. SS# OR EMPLOYER I.D. NO.
ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC 72-1280590
- ------------------------------------------------------------------------------------------------------------------------------------
701 POYDRAS ST., 675 ONE SHELL SQUARE NEW ORLEANS, LA 70139
- ------------------------------------------------------------------------------------------------------------------------------------
A. ADDITIONAL DEBTOR (IF ANY)(LAST NAME, FIRST, MIDDLE-IF AN INDIVIDUAL) 2B. SS# OR EMPLOYER I.D. NO
- ------------------------------------------------------------------------------------------------------------------------------------
2C. MAILING ADDRESS
- ------------------------------------------------------------------------------------------------------------------------------------
3A. ADDITIONAL DEBTOR DEBTOR'S TRADE NAMES OR STYLES (IF ANY) 3B. SS# OR EMPLOYER I.D. NO
- ------------------------------------------------------------------------------------------------------------------------------------
3C. MAILING ADDRESS
- ------------------------------------------------------------------------------------------------------------------------------------
4A. SECURED PARTY SECURED PARTY INFORMATION 4B SS# OR EMPLOYER I.D. NO.
TELECOMMUNICATIONS FINANCE GROUP 52-2122392
- ------------------------------------------------------------------------------------------------------------------------------------
4C. MAILING ADDRESS
400 RINEHART ROAD LAKE MARY, FL 32746
- ------------------------------------------------------------------------------------------------------------------------------------
5A. ASSIGNEE OF SECURED PARTY (IF ANY) 58. SS# OR EMPLOYER I.D. NO.
- ------------------------------------------------------------------------------------------------------------------------------------
5C. MAILING ADDRESS
- ------------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------ORIGINAL FINANCING STATEMENT--------------------------------------------------------
- ----------------------------------------------- --------------------------------------------------------
6A. FILE NO. OF ORIGINAL FINANCING STATEMENT 6B, PRE-CHAPTER 9 ENTRY NO. 6C. PARISH IN WHICH FILED 6D. DATE OF ORIGINAL FILING
36-114237 PARISH OF ORLEANS, LA 1/22/97
- ------------------------------------------------------------------------------------------------------------------------------------
7. TYPE OF ACTION (Check only one)
A [ ] CONTINUATION- The original Financing Statement between the Debtor and Secured Party bearing the file number shown
above is still effective.
B [ ] RELEASE- The Secured Party releases the collateral described in Item No. 8 below from the Financing Statement bearing
the number shown above.
C [ ] PARTIAL ASSIGNMENT- Some or the secured party's rights under the Financing Statement bearing the file number shown
above have been assigned to the assignee above Named. A description of the collateral subject to the assignment is set
forth in Item No. 8 below.
D [ ] ASSIGNMENT- The Secured Party has assigned to the Assignee above named all the Secured Party's rights under the
Financing Statement bearing the file number shown above.
E [ ] TERMINATION- The Secured Party no longer claims a security interest under the Financing Statement bearing the file
number shown above.
F [X] AMENDMENT- The Financing Statement bearing the file number shown above is amended as set forth in Item No. 8 below.
G [ ] OTHER
----------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
8. DESCRIPTION (Required for Release, Assignment, Amendment and Reinscription of Pre-Chapter 9 Filings)
NEW DEBTOR IS AS FOLLOWS:
HIGHPOINT INTERNATIONAL TELECOM, INC.
1890 SHORELINE BLVD.
MOUNTAIN VIEW, CA 94043-1320
FEIN: 91-1917016
THIS DEBTOR ASSUMES ALL RESPONSIBILITY UNDER THIS LEASE AGREEMENT.
(SITE: LOS ANGELES, CA)
- ------------------------------------------------------------------------------------------------------------------------------------
9. SIGNATURE (S) OF DEBTOR (S) IF REQUIRED 12. THIS SPACE FOR USE OF FILING OFFICER
HIGHPOINT INTERNATIONAL TELECOM, INC. (DATE, TIME, ENTRY # AND FILING OFFICER)
- -------------------------------------------------------------------------------
PARTY (IES) (if applicable)
TELECOMMUNICATIONS FINANCE GROUP
- --------------------------------------------------------------------------------
11. Return copy to:
NAME TELECOMMUNICATIONS FINANCE GROUP
ADDRESS 400 RINEHART RD.
LAKE MARY, FL 32746
ZIP CODE CITY, STATE ATTN: J. KEYS (A-5) ----------------------------------------------------
- -------------------------------------------------------------------------------
13. Number of additional sheets presented 0
----------------------------------------------------
LOUISIANA APPROVED FORM UCC-3 SECRETARY OF STATE W. FOX McKEITHEN (REV. 1/92)
(1) FILING OFFICER COPY
LEASE AGREEMENT
This LEASE AGREEMENT, is effective on October 31, 1996 between
TELECOMMUNICATIONS FINANCE GROUP (hereinafter "Lessor"), and ATHENA
INTERNATIONAL LTD. LIABILITY CO. dba ATHENA INTERNATIONAL, LLC, a Louisiana LLC
corporation with its principal office located at 701 Poydras St., 675 One Shell
Square, New Orleans, LA 70139, (hereinafter "Lessee"). Louisiana LLC
1. Lease
Lessor, subject to the conditions set forth in Section 25
hereof, agrees to lease to Lessee and Lessee agrees to lease from Lessor
hereunder, those items of personal property (the "equipment") which are
described on Schedule I of Exhibit A hereto and amendments to Schedule 1. Lessee
agrees to execute and deliver to Lessor a certificate of delivery and acceptance
in substantively the form of Exhibit A hereto (a "Delivery Certificate")
immediately after Turnover of the equipment, and such execution shall constitute
Lessee's irrevocable acceptance of such items of equipment for all purposes of
this Lease. The Delivery Certificate shall constitute a part of this Lease to
the same extent as if the provisions thereof were set forth herein.
2. Definitions
"Amortization Deductions" as defined in Section 11 (b) (1)
hereof.
"Appraisal Procedure" shall mean the following procedure for
determining the Fair Market Sale Value of any item of
equipment. If either Lessor or Lessee shall request by notice
(the "Appraisal Request") to the other that such value be
determined by the Appraisal Procedure, (i) Lessor and Lessee
shall, within 15 days after the Appraisal Request, appoint an
Independent appraiser mutually satisfactory to them, or (ii)
if the parties are unable to agree on a mutually acceptable
appraiser within such time, Lessor and Lessee each appoint one
independent appraiser (provided that if either party hereto
fails to notify the other party hereto of the identity of the
independent appraiser chosen by it within 30 days after the
Appraisal Request, the determination of such value shall be
made by the independent appraiser chosen by such other party),
and (iii) if such appraisers cannot agree on such value within
20 days after their appointment and if one appraisal is not
within 5% of the other appraisal, Lessor and Lessee shall
choose a third independent appraiser mutually satisfactory to
them (or, if they fall to agree upon a third appraiser within
25 days after the appointment of the two appraisers, such
third independent appraiser shall within 20 days thereafter be
appointed by the American Arbitration Association). such value
shall be determined by such third independent appraiser within
20 days after his appointment, after consultation with the
other two Independent appraisers. If the first two appraisals
are within 5% of each other, then the average of the two
appraisals shall be the Fair Market Sale Value. The fees and
expenses of all appraisers shall be paid by Lessee.
"Business Day" shall mean a day other than a Saturday, Sunday
or legal holiday under the laws of the State of Florida.
"Code" shall mean the Internal Revenue Code of 1954, as
amended, or any comparable successor law.
"Commencement Date" as defined in Section 3 hereof.
"Default" shall mean any event or condition which after the
giving of notice or lapse of time or both would become an
Event of Default.
"Delivery Certificate" as defined in Section 1 hereof.
"Equipment" as defined in Section 1 hereof.
"Event of Default" as defined in Section 18 hereof.
"Event of Loss" shall mean, with respect to any item of
equipment, the actual or constructive total loss of such item
of equipment or the use thereof, due to theft, destruction,
damage beyond repair or rendition thereof permanently unfit
for normal use from any reason, whatsoever, or the
condemnation, confiscation or seizure of, or requisition of
title to or use of, such item of equipment.
"Fair Market Sale Value" shall, at any time with respect to
any item of equipment, be equal to the sale value of such item
of equipment which would be obtained in an arm's-length
transaction between an informed and willing seller under no
compulsion to sell and an informed and willing buyer-user
(other than a lessee currently in possession or a used
equipment or scrap dealer). For purposes of Section 7(b)
hereof, Fair Market Sale Value shall be determined by (i) an
independent appraiser (at Lessee's expense) selected by Lessor
or (ii) by the Appraisal Procedure if the Appraisal Request is
made at least 90 days (but not more than 360 days) prior to
the termination or expiration of the Lease Term, as the case
may be, which determination shall be made (a) without
deduction for any costs or expenses of dismantling or removal;
and (b) on the assumption that such item of equipment is free
and dear of all Liens and is in the condition and repair in
which it is required to be returned pursuant to Section 7 (a)
hereof. For purposes of Section 19(c) hereof, Fair Market Sale
Value shall be determined (at Lessee's expense) by an
independent appraiser selected by Lessor, on an "as-is
where-is" basis, without regard to the provisions of clauses
(a) and (b) above; provided that if Lessor shall have sold any
item of equipment pursuant to Section 19(b) hereof prior to
giving the notice referred to in Section 19(c) hereof, Fair
Market Sale Value of such item of equipment shall be the net
proceeds of such sale after deduction of all costs and
expenses incurred by Lessor in connection therewith: provided
further, that if for any reason Lessor is not able to obtain
possession of any item of equipment pursuant to Section 19(a)
hereof, the Fair Market Sale Value of such item of equipment
shall be zero.
"Imposition" as defined in Section 11 (a) hereof.
TFGLN001 4-
(e) Financial Condition of the Lessee.
The financial statements and any other financial information of
Lessee heretofore furnished to Lessor are complete and correct and fairly
present the financial condition of Lessee and the results of its operations
for the respective periods covered thereby, there are no known contingent
liabilities or liabilities for taxes of Lessee which are not reflected in
said financial statements and since the date thereof, there has been no
material adverse change in such financial condition or operations.
(f) No Litigation.
There is no action, suit, investigation or proceeding by or before
any court, arbitrator, administrative agency or other governmental
authority pending or threatened against or affecting Lessee (A) which
involves the transactions contemplated by this Lease or the equipment; or
(B) which, if adversely determined, could have a material adverse effect on
the financial condition, business or operations of Lessee.
(g) United States Source Income.
No items of equipment shall be used in a way that results in the
creation of an item of income to Lessor, the source of which for Federal
Income Tax purposes is without the United States.
9. Liens.
Lessee will not directly or indirectly create, incur, assume,
suffer, or permit to exist any Lien on or with respect to the equipment.
10. Insurance.
Lessee shall maintain at all times on the equipment, at its
expense, property damage, direct damage and liability insurance in such
amounts, against such risks in such form and with such insurers as shall be
reasonably satisfactory to Lessor and any other Owner provided, that the
amount of direct damage insurance shall not on any date be less than the
greater of the full replacement value or the Stipulated Loss Value of the
equipment as of such date. Each insurance policy will, among other things,
name Lessor and any other Owner as an additional insured or as loss payee
(as the case may be) as their interests may appear, require that the
insurer give Lessor and any such Owner at least thirty (30) days prior
written notice of any alteration in or cancellation of the terms of such
policy, and require that the interest of Lessor and any such Owner continue
to be insured regardless of any breach of or violation by Lessee of any
warranties, declarations or conditions contained in such policy. Lessee
shall furnish to Lessor and such Owner a certificate or other evidence
satisfactory to Lessor that such insurance coverage is in effect provided,
however, that Lessor and such Owner shall be under no duty to ascertain the
existence or adequacy of such insurance.
11. Taxes.
(a) General Tax Provisions.
Lessee shall timely pay, and shall indemnify and hold Lessor harmless
from and against, all fees, taxes (whether sales, use, excise, personal
property or other taxes). Imposts, duties, withholdings, assessments and
other governmental charges of whatever kind or character. however
designated (together with any penalties, fines or interest thereon), all of
the foregoing being herein collectively called "Impositions", which are at
any time levied or imposed under this lease against Lessor, Lessee, this
Lease, the equipment or any part thereof by any Federal, State, or Local
Government or taxing authority in the United States or by any foreign
government or any subdivision or taxing authority thereof upon, with
respect to, as a result of or measured by (i) the equipment (or any part
thereof), or this Lease or the interests of the Lessor therein; or (ii) the
purchase, ownership, delivery, leasing, possession, maintenance, use,
operation, return, sale or other disposition of the equipment or any Part
thereof; or (iii) the rentals, receipts or earnings payable under this
Lease or otherwise arising from the equipment or any part thereof;
excluding, however. taxes based on or measured by the net income of Lessor
that are imposed by (1) the United States of America, or (2) the State of
Florida or any political subdivision of the State of Florida, or (3) any
other State of the United States of America or any political subdivision of
any such State in which Lessor is subject to impositions as the result
(whether solely or in part) of business or transactions unrelated to this
Lease. In case any report or return is required to be filed with respect to
any obligation of Lessee under this Section or arising out of this Section,
Lessee will notify Lessor of such requirement and make such report or
return in such manner as shall be satisfactory to Lessor, provided, that
the payment of any use taxes shall be made in such manner as specified by
Lessor in writing to Lessee; or (iv) The provisions of this Section shall
survive the expiration or earlier termination of this Lease.
(b) Special Tax Provisions.
(1) The Owner of the items of equipment, shall be entitled
to take into account in computing its Federal Income tax liability, Current
Tax Rate and such deductions, credits, and other benefits as are provided
by the Code to an owner of property, including, without limitation:
(A) Recovery deductions ("Recovery Deductions") under
Section 168 (a) of the Code for each item of equipment in an amount
determined, commencing with the 1997 taxable year, by multiplying the
Owner's Cost of such item of equipment by the percentages applicable under
Section 168 (b) of the Code with respect to "(5)-year property" within the
meaning of Section 168 (c) (2) of the Code;
(B) Amortization of expenses ("Amortization Deductions")
paid or to be paid by Owner in connection with this Lease at a rate no less
rapid than straight line over the Lease Term.
TFGLN001 INITIAL
(ii) For the purposes of this Subsection 11 (b) only, the term
"owner" shall include the "common parent" and all other corporations included in
the affiliated group, within the meaning of Section 1504 of the Code (or any
other successor section thereto), of which Owner is or becomes a member.
12. Compliance with Laws: Operation and Maintenance,
(a) Lessee will use the equipment in a careful and proper manner, will
comply with and conform to all governmental laws, rules and regulations relating
thereto, and will cause the equipment to be operated in accordance with the
manufacturer's or supplier's instructions or manuals.
(b) Lessee will, at its own expense, keep and maintain the equipment in
good repair, condition and working order and furnish all parts, replacements,
mechanisms, devices and servicing required therefore so that the value,
condition and operating efficiency therefore will at all times be maintained and
preserved, reasonable wear and tear excepted. Lessee will, at its own expense,
perform all required acts necessary to maintain any manufacturer's warranties
and guarantees respecting the equipment. All such repairs, parts, mechanisms,
devices and replacements immediately, without further act, become the property
of Lessor and part of the equipment.
(c) Lessee will not make or authorize any improvement, change, addition
or alteration to the equipment (1) If such improvement, change, addition or
alteration will impair the originally intended function or use of the equipment
or impair the value of the equipment as it existed immediately prior to such
improvement, change, addition or alteration; or (ii) if any parts installed in
or attached to or otherwise becoming a part of the equipment as a result of any
such improvement, change, addition or alteration shall not be readily removable
without damage to the equipment. Any part which is added to the equipment
without violating the provisions of the immediately preceding sentence and which
is not a replacement or substitution for any property which was a part of the
equipment, shall remain the property of Lessee and may be removed by Lessee at
any time prior to the expiration or earlier termination of the Lease Term. All
such parts shall be and remain free and clear of any Liens. Any such part which
is not so removed prior to the expiration or earlier termination of the Lease
Term shall, without further act, become the property of Lessor.
13. Inspection.
Upon reasonable notice, Lessor or its authorized representatives may
at any reasonable time or times inspect the equipment when it deems it necessary
to protect its interest therein.
14. Identification.
Lessee shall, at its expense, attach to each item of equipment a notice
satisfactory to Lessor disclosing Owner's ownership of such item of equipment.
15. Personal Property.
Lessee represents that the equipment shall be and at all times remain
separately identifiable personal property. Lessee shall, at its expense, take
such action (including the obtaining and recording of waivers) as may be
necessary to prevent any third party from acquiring any right to or interest in
the equipment by virtue of the equipment being deemed to be real property or a
part of real property or a part of other personal property, and it at any time
any person shall claim any such right or interest, Lessee shall, at its expense,
cause such claim to be waived in wiring or otherwise eliminated to Lessor's
satisfaction within 30 days after such claim shall have first become known to
Lessee.
16. Loss or Damage.
(a) All risk of loss, theft, damage or destruction to the equipment or
any part thereof, however incurred or occasioned, shall be borne by Lessee and,
unless such occurrence constitutes an Event of Loss pursuant to paragraph (b) of
this Section, Lessee shall promptly give Lessor written notice hereof and shall
promptly cause the affected part or parts of the equipment to be replaced or
restored to the condition and repair required to be maintained by Section 12
hereof.
(b) If an Event of Loss with respect to any item of equipment shall
occur, Lessee shall promptly give Lessor written notice thereof, and Lessee
shall pay to Lessor as soon as it receives insurance proceeds with respect to
said Event of Loss but in any event no later than 90 days after the occurrence
of said Event of Loss an amount equal to the sum of (i) the Stipulated Loss
Value of such item of equipment computed as of the , Rent Payment Date with
respect to such item of equipment on or immediately preceding the date of the
occurrence of such Event of Loss; and (ii) all rent and other amounts due and
owing hereunder for such item of equipment on or prior to the Loss Payment Date.
Upon payment of such amount to Lessor, the lease of such item of equipment
hereunder shall terminate, and Lessor will transfer within forty days to Lessee,
Lessor's right, title, if any, and interest in and to such item of equipment, on
an "as-is, where-is" basis, without recourse and without representation or
warranty, express or implied, other than a representation and warranty that such
item of equipment is free and clear of any Lessor's Liens.
(c) Any payments received at any time by Lessor or Lessee from any
insurer with respect to loss or damage to the equipment shall be applied as
follows: (1) If such payments are received with respect to o n Event of Loss
they shall be paid to Lessor, but to the extent received by Lessor, they shall
reduce as the ease may be, Levee's obligation to pay the amounts due to Lessor
under Section 16 Co) hereof with respect to such Event of Loss; or (ii) if such
payments are received with respect to any loss of or damage to the equipment
other than an Event of Loss, such payments shall, unless a Default or Event of
Default shall have occurred and be continuing, be paid over to Lessee to
reimburse Lease for Its payment of the costs and expenses incurred by Lessee in
replacing or restoring pursuant to Section 16 (a) hereof the Part or parts of
the equipment which suffered such loss or damage.
TFGLNO01 .6- i~4~
17. General Indemnity
Lessee assumes liability for and shall indemnify, protect save and keep
harmless Lessor. the partners comprising Lessor, its and their directors,
officers employees, agents, servants, successors and assigns (an "indemnity")
from and against any and all liabilities, obligation, losses, damages,
penalties, claims, actions, suits, costs and expenses, including reasonable
legal expenses, of whatsoever kind and nature, imposed on, incurred by or
asserted against any indemnity. In any way relating to or arising out of this
Lease or the enforcement hereof, or the manufacture, purchase, acceptance,
rejection, rejection, ownership, possession, use, selection, delivery, lease,
operation, condition, sale, return or other disposition of the equipment or any
part thereof (including. without limitation, latent or other defects, whether or
not discoverable by Lessee or any other person, any claim in tort whether or not
for strict liability and any claim for Patent, trademark, copyright or other
intellectual property infringement); provided, however, that Lessee shall not be
required to indemnify any indemnity for loss or liability resulting from acts or
events which occur after the equipment has been returned to Lessor in accordance
with the Lease, or for loss or liability resulting solely from the willful
misconduct or gross negligence of such indemnity. The provisions of this Section
shall survive the expiration or earlier termination of this Lease.
18. Events or Default.
The following events shall each constitute an event of default (herein
called "Event of Default") under this Lease:
(i) Lessee shall fail to execute and deliver to Lessor (or Lessor's
agent) the "Delivery Certificate" within twenty, four (24) hours of Turnover
of the equipment to Lessee.
(ii) Lessee shall fail to commence lease payments on the first day of
the month following the Commencement Date, or such other initiation of lease
payments specified in Section 5 of this Lease.
(iii) Lessee shall fail to make any payment of rent or other amount
owing hereunder or otherwise after notice has been given that payment is past
due; or
(iv) Lessee shall fail to maintain the insurance required by Section 10
hereof or to perform or observe any of the covenants contained in Sections 21 or
22 hereof; or
(v) Lessee shall fall to perform or observe any other covenant,
condition or agreement to be performed or observed by it with respect to this
Lease or any other agreement between Lessor and Lessee and such failure shall
continue un-remedied for 30 days after the earlier of (a) the date on which
Lessee obtains, or should have obtained knowledge of such failure; or (b) the
date on which notice thereof shall be given by Lessor to Lessee; or
(vi) Any representation or warranty made by Lessee herein or in any
document, certificate or financial or other statement now or hereafter furnished
Lessor in connection with this Lease shall prove at any time to have been
untrue, incomplete or misleading in any material respect as of the time when
made; or
(vii) The entry of a decree or order for relief by a court having
jurisdiction in respect of Lessee, adjudging Lessee a bankrupt or insolvent, or
approving as properly filed a Petition seeking a reorganization, arrangement,
adjustment or composition of or in respect of Lessee in an involuntary
proceeding or case under the Federal bankruptcy laws. as now or hereafter
constituted, or any other applicable Federal or State bankruptcy, insolvency or
other similar law, or appointing a receiver, liquidator, assignee, custodian,
trustee or sequestrator (or similar official) of Lessee or of any substantial
part of its property, or ordering the winding-up or liquidation of its affairs,
and the continuance of any such decree or order un-stayed and in effect for a
Period of 30 days; or
(viii) The institution by Lessee of proceedings to be adjudicated a
bankruptcy or insolvent, or the consent by it to the institution of bankruptcy
or insolvent, proceedings against it. or the commencement by Lessee of a
voluntary pr6ceedlng or case under the Federal bankruptcy laws, as now or
hereafter constituted, or any other applicable Federal or state bankruptcy,
insolvency or other similar law. or the consent by it to the filing of any such
petition or to the appointment of or taking possession by a receiver,
liquidator, assignee, trustee, custodian,, trustee or sequestrator (or similar
official) of Lessee or of any substantial part of its property, or the making by
it of any assignment for the benefit of creditors or the admission by it of its
inability to pay its debts generally as they become due or its willingness to be
adjudicated a bankrupt or the failure of Lessee generally to pay its debts as
they become due or the taking of corporate action by Lessee in furtherance of
any of the foregoing.
19. Remedies
If and Event of Default specified in Subsection 18(vii) or (viii) above
shall occur, then, and in any such event, Lessor shall not be obligated to
purchase or lease any of the equipment and this Lease shall, without any
declaration or other action by Lessor, be in default. If an Event of Default,
other than an Event of Default specified in Subsection 18(vii) or (viii) above,
shall occur, Lessor may, at its option, declare this Lease to be in Default. At
any time after this Lease is in default under the first sentence of this Section
19, Lessor has declared this Lease to be in default under the second sentence of
this Section 19, Lessor and/or its representative may do any one or more of the
following with respect to all of the equipment or any part thereof as Lessor in
its sole discretion shall elect, to t he extent permitted by applicable law then
in effect:
(a) demand that Lessee, and Lessee shall at its expense upon such
demand, return the equipment promptly to Lessor at such place in the continental
United States of America as Lessor shall specify, or Lessor and/or its agents,
at its option, may with or without entry upon the premises where the equipment
is located and disable equipment, or make the equipment inoperable permanently
or temporarily in Lessor's sole discretion, and/or take immediate possession of
the equipment and remove the same by summary proceedings or otherwise, all
without
TFGLN001 -7-
liability for or by reason of such entry or taking of possession, whether for
the restoration of damage to property caused by such taking or for disabling or
otherwise:
(b) sell the equipment at public or private sale, with or without
notice, advertisement or publication, as Lessor may determine, or otherwise
dispose of, hold, use, operate, lease to others or keep idle the equipment as
Lessor in its sole discretion may determine, all free and clear of any rights of
Lessee and without any duty to account to Lessee with respect to such action or
inaction or for nay proceeds with respect thereto:
(c) by written notice to Lessee specifying a payment date which shall be
not earlier than 20 days after the date of such notice, demand that Lessee pay
to Lessor, and Lessee pay to Lessor, on the payment date specified in such
notice, as liquidated damages for loss of a bargain and not as a penalty, all
accrued and unpaid rent for the equipment due on all Rent Payment Dates up to
and including the payment date specified in such notice plus an amount (together
with interest on such amount at the Late Charge Rate, from the payment date
specified in such notice to the date of actual payment) equal to the excess, if
any, of the Stipulated Loss Value of the equipment as of the payment date
specified in such notice over the Fair Market Sale Value of the equipment as of
such date;
(d) Lessor may exercise any other right or remedy which may be available
to it under applicable law or proceed by appropriate court action to enforce the
terms hereof or to recover damages for the breach hereof or to rescind this
Lease. Lessor is entitled to recover any amount that fully compensates the
Lessor for any damage to or loss of the Lessor's residual interest in the
equipment caused by the Lessee's default.
In the event any present value discounting is applied, the discount rate
used shall be the Federal Reserve Board Discount Rate.
In addition, Lessee shall be liable for any and all unpaid rent and
other amounts due hereunder before or during the exercise of any of the
foregoing remedies and for all reasonable legal fees and other costs and
expenses incurred by reason of the occurrence of any Event of Default or the
exercise of Lessor's remedies with respect thereto, including all reasonable
costs and expenses incurred in connection with the placing of the equipment in
the condition required by Section 12 hereof.
No remedy referred to in this Section 19 is intended to be exclusive,
but each shall be cumulative and in addition to any other remedy referred to
herein or otherwise available to Lessor at law or in equity; and the exercise or
beginning of exercise by Lessor of any one or more of such remedies shall not
preclude the simultaneous or later exercise by Lessor of any or all such other
remedies. No express or implied waiver by Lessor of an Event of Default shall in
any way be, or be construed to be, a waiver of any future or subsequent Event of
Default. To the extent permitted by applicable law, Lessee hereby waives any
rights now or hereafter conferred by statute or otherwise which may require
Lessor to sell or lease or otherwise use the equipment in mitigation of Lessor's
damages or losses or which may otherwise limit or modify any of Lessor's rights
or remedies under this Lease.
20. Lessor's Right to Perform
If Lessee fails to make any payment required to be made by it hereunder
or fails to perform or comply with any of Its other agreements contained herein,
Lessor may itself make such payment or perform or comply with such agreement,
and the amount of such Payment and the amount of the reasonable expenses of
Lessor incurred in connection with such Payment or the Performance of or
compliance with such agreement, as the case may be, together with interest
thereon at the Late Charge Rate, shall be deemed to be additional rent, payable
by Lessee within 30 days of notice.
21. LOCATION; ASSIGNMENT OR SUBLEASE; TITLE TRANSFER
(a) LESSEE WILL NOT REMOVE THE EQUIPMENT FROM THE LOCATION SPECIFIED IN
SCHEDULE I OF EXHIBIT A WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR, SUCH
CONSENT NOT TO BE UNREASONABLY WITHHELD, EXCEPT REMOVAL OUTSIDE THE CONTINENTAL
U.S. IS NOT PERMITTED, THE EQUIPMENT SHALL AT ALL TIMES BE IN THE SOLE
POSSESSION AND CONTROL OF LESSEE AND LESSEE WILL NOT, WITHOUT THE PRIOR WRITTEN
CONSENT OF LESSOR, ASSIGN THIS LEASE OR ANY INTEREST HEREIN OR SUBLEASE OR
OTHERWISE TRANSFER, ITS INTEREST IN ANY OF THE EQUIPMENT, AND ANY ATEMPTED
ASSIGNMENT, SUBLEASE OR OTHER TRANSFER BY LESSEE IN VIOLATION OF
THESE-PROVISIONS SHALL BE VOID.
(b) LESSOR AND LESSEE ACKNOWLEDGE THAT LESSOR (i) MAY TRANSFER ITS
INTEREST IN THE EQUIPMENT TO AN OWNER OTHER THAN LESSOR. LESSOR MAY
CONTEMPORANEOUSLY THEREWITH LEASE THE EQUIPMENT BACK FROM SUCH OWNER, AND (ii)
MAY ASSIGN THIS LEASE LESSEE HEREBY CONSENTS TO EACH OF THE ABOVE-DESCRIBED
TRANSACTIONS. FURTHER LESSEE DOES HEREBY ACKNOWLEDGE (i) THAT ANY SUCH TRANSFER
AND/OR ASSIGNMENT BY LESSOR DOES NOT MATERIALLY CHANGE LESSEE'S DUTIES AND
OBLIGATIONS HEREUNDER, (ii) THAT SUCH TRANSFER AND/OR ASSIGNMENT DOES NOT
MATERIALLY INCREASE THE BURDENS OR RIGHTS IMPOSED ON THE LESSEE, AND (iii) THAT
THE ASSIGNMENT IS PERMITTED EVEN IF THE ASSIGNMENT COULD BE DEEMED TO MATERIALLY
AFFECT THE INTEREST OF THE LESSEE.
22. Status Changes in Lessee
will not without thirty (30) days prior written notice to Lessor, (a)
enter into any transaction of merger or consolidation unless it is the surviving
corporation or after giving effect to such merger or consolidation its net worth
equals or exceeds that which existed prior to such merger or consolidation; or
(b) change the form of organization of its business: or (c) change its name or
its chief place of business. Lessee must obtain Lessor's prior written
concurrence before Lessee may undertake any actions to (a) liquidate, dissolve
or any such similar action of the Lessee's organization, or (b) sell, transfer
or otherwise dispose of all or any substantial part of Lessee's assets.
TFGLN00 -8-
23. Further Assurances; Financial Information.
(a) Lessee will, at its expense, promptly and duly execute and deliver
to Lessor such further documents and assurances and take such further action as
Lessor may from time to time reasonably request in order to establish and
protect the rights, interests and remedies created or intended to be created in
favor of Lessor hereunder, including, without limitation, the execution and
filing of Uniform Commercial Code financing statements covering the equipment
and proceeds therefrom in the jurisdictions in which the equipment is located
from time to time. To the extent permitted by applicable law, Lessee hereby
authorizes Lessor to file any such financing statements without the signature of
Lessee.
(b) Lessee will qualify to do business and remain qualified in good
standing, in each Jurisdiction in which the equipment is from time to time
located.
(c) Lessee will furnish to Lessor as soon as available, but in any event
not later than 90 days after the end of each fiscal year of Lessee, a
consolidated balance sheet of Lessee as at the end of such fiscal year, and
consolidated statements of income and changes in financial position of Lessee
for such fiscal year, all in reasonable detail, prepared in accordance with
generally accepted accounting principles applies on a basis consistently
maintained throughout the period involved. These reports will not be disclosed
to anyone other than the Lessor and/or the Owner as provided in Section 21 (b).
24. Notices.
All notices, demands and other communications hereunder shall be in
writing, and shall be deemed to have been given or made when deposited in the
United States mail, first class postage prepaid, addressed as follows or to such
other address as any of the authorized representatives of the following entities
may from time to time designate in writing to the other listed below:
Lessor: TELECOMMUNICATIONS FINANCE GROUP
400 Rinehart Road
Lake Mary, Florida 32746
Lessee: ATHENA INTERNATIONAL LTD. LIABILITY CO.
dba ATHENA INTERNATIONAL, LLC
708 Poydras St., 675 One Shell Square
New Orleans, LA 70138
25. Conditions Precedent:
(a) Lessor shall not be obligated to lease the items of equipment
described herein to Lessee hereunder unless:
(i) Such Uniform Commercial Code financing statements
covering equipment and proceeds therefrom and landlord and/or mortgagee
waivers or disclaimers and/or severance agreements with respect to the
items of equipment covered by this Lease as Lessor shall deem necessary or
desirable in order to protect its interests therein shall have been duly
executed and filed, at Lessee's expense, in such public offices as Lessor
shall direct:
(ii) All representations and warranties of Lessee
contained herein or in any document or certificate furnished Lessor in
connection herewith shall be true and correct on and as of the date of
this Lease with the same force and effect as if made on and as of such
date; no Event of Default or Default shall be in existence on such date or
shall occur as a result of the lease by Lessee of the equipment specified
in Schedule 1 of Exhibit A:
(iii) In the sole judgment of Lessor, there shall have
been no material adverse change in the financial condition or business of
Lessee:
(iv) All proceedings to be taken in connection with the
transactions contemplated by this Lease shall be satisfactory to Lessor's
counsel and
(v) Lessor shall have received from Lessee, in form and
substance satisfactory to it, such other documents and information as
Lessor shall be satisfactory in form and substance to Lessor and its
counsel;
(vii) No Change in Tax Law, which in the sole judgment
of Lessor would adversely affect Lessor's Economics, shall have occurred
or shall appear, in Lessor's good faith judgment, to be imminent.
26. Software License.
Reference is made to the form of Software Product License Agreement
attached hereto as Exhibit B (the "License Document"). Lessor has
arranged for the equipment manufacturer to grant a license to use the
software as defined in the License Document in conjunction with the
equipment leased hereunder in accordance with the terms of the License
Document. The original license fee is contained in the lease rate. To
avail itself of the license grant, Lessee must execute the License
Document, upon Commencement of the Lease. "Buyer" and "Licensee" as
used in the License Document are synonymous with lessee.
TFGLN001 -9- INITIAL
27. LIMITATION OF LIABILITY.
LESSOR SHALL NOT BE LIABLE FOR LOST PROFITS OR REVENUE, SPECIAL,
INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY NATURE OR
FROM ANY CAUSE WHETHER BASED IN-CONTRACT OR TORT, INCLUDING NEGLIGENCE, OR
OTHER LEGAL THEORY EVEN IF LESSOR HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES, LESSEE HEREBY AGREES THAT LESSOR WILL NOT BE LIABLE FOR ANY
LOST PROFITS OR REVENUE OR FOR ANY CLAIM OR DEMAND AGAINST LESSEE BY
ANOTHER PARTY.
28. Miscellaneous.
(a) Any provision of this Lease which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be
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 provisions in any other jurisdiction. To the extent
permitted by applicable law, Lessee hereby waives any provision of law
which renders any provision hereof prohibited or unenforceable in any
respect.
(b) No terms or provisions of this Lease may be changed, waived,
discharged or terminated orally, but only by an instrument in writing
signed by the party against which the enforcement of the change, waiver,
discharge or termination is sought. No delay or failure on the part of
Lessor to exercise any power or right hereunder shall operate as a waiver
thereof, nor as an acquiescence in any default, nor shall any single or
partial exercise of any power or right preclude any other or further
exercise thereof, or the exercise of any other power or right. After the
occurrence of any Default or Event of Default, the acceptance by Lessor of
any payment of rent or other sum owed by Lessee pursuant hereto shall not
constitute a waiver by Lessor of such Default or Event of Default,
regardless of Lessor's knowledge or lack of knowledge thereof at the time
of acceptance of any such payment, and shall not constitute a reinstatement
of this lease, if this Lease shall have been declared in default by Lessor
pursuant to Section 18 hereof or otherwise, unless Lessor shall have agreed
in writing to reinstate the Lease and to waive the Default or Event of
Default.
In the event Lessee tenders payment to Lessor by check or draft containing
a qualified endorsement purporting to limit or modify Lessee's liability or
obligations under this Lease, such qualified endorsement shall be of no
force and effect even if Lessor processes the check or draft for payment.
(c) This Lease with exhibits contains the full, final and
exclusive statement of the agreement between Lessor and Lessee relating to
the lease of the equipment.
(d) This Lease shall constitute an agreement of an operating
lease, and nothing herein shall be construed as conveying to Lessee any
right, title or interest in the equipment except as Lessee only.
(e) This Lease and the covenants and agreements contained herein
shall be binding upon, and inure to the benefit of, Lessor and its
successors and assigns and Lessee and, to the extent permitted by Section
21 hereof, its successors and assigns.
(f) The headings of the Sections are for convenience of reference
only, are not a part of this Lease and shall not be deemed to affect the
meaning or construction of any of the provisions hereof.
(g) This Lease may be executed by the parties hereto on any number
of separate counterparts, each of which when so executed and delivered
shall be an original, but all such counterparts shall together constitute
but one and the same instrument.
(h) This Lease is deemed made and entered into in the State of
Florida and shall be governed by and construed under and in accordance with
the laws of the State of Florida as if both parties were residents of
Florida.
(i) Lessee hereby irrevocably consents and agrees that any legal
action, suit, or proceeding arising out of or in any way in connection with
this Lease shall be instituted or brought in the courts of the State of
Florida, or the United States Courts for the District of Florida, and by
execution and delivery of this Lease, Lessee hereby irrevocably accepts and
submits to, for itself and in respect of its property, generally and
unconditionally, the non-exclusive jurisdiction of any such court, and to
all proceedings in such courts. Lessee irrevocably consents to service of
any summons and/or legal process by registered or certified United States
mail, postage prepaid, to Lessee at the address set forth in Section 24
hereof, such method of service to constitute, in every respect, sufficient
and effective service of process in any legal action or proceeding. Nothing
in this Lease shall affect the right to service of process in any other
manner permitted by law or limit the right of Lessor to bring actions,
suits or proceedings in the court of any other jurisdiction. Lessee further
agrees that final judgment against it in any such legal action, suit or
proceeding shall be conclusive and may be enforced in any other
jurisdiction, within or outside the United States of America, by suit on
the judgment, a certified or exemplified copy of which shall be conclusive
evidence of the fact and the amount of the liability.
TFGLN001 -10-
IN WITNESS WHEREOF, Lessor and Lessee have each caused this Lease to be duly
executed as of the day and year first above written and its signature below
Lessee expressly acknowledges that this Lease may not be modified unless done so
in a writing signed by each of the parties hereto or their successors in
interest.
ATHENA INTERNATIONAL LTD. LIABILITY CO.
dba ATHENA INTERNATIONAL, LLC (Lessee)
By: /s/ Michael Landers
-----------------------------------------
Michael Landers, Exec. Managing Director
-----------------------------------------
(Name & Title)
Date Signed: 11-5-96
---------------------------------
Telecommunications Finance Group
(Lessor)
By: CC Callaway
------------------------------------------
Date Signed: 31 January 1997
------------------------------------------
Authorized Representative
TFGLN001 -.11-
ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC
(LOS ANGELES, CA)
O. O1 SCHEDULE A (ORIGINAL LEASE VALUE)
STIPULATED LOSS VALUE
The stipulated Loss Value of any item of Equipment as of any Rent Payment Date
with respect of such item of Equipment shall be determined by multiplying the
Lessor's Value of such item of, Equipment by the percentage set forth below for
such Rent Payment Date; provided that, any determination of Stipulated Loss
value as of a date occurring, after the final Rent Payment Date with respect to
such item of equipment, shall be made as of such final Rent Payment Date.
After Rent
Payment Number Percentage
0 105.0000
1 104.1089
2 103.2055
3 102.2898
4 101.3616
5 100.4208
6 99.4672
7 98.5008
8 97.5214
9 96.5288
10 95.5230
11 94.5038
12 93.4710
13 92.4247
14 91.3644
15 90.2903
16 89.2021
17 88.0997
18 86.9829
19 85.8517
20 84.7057
21 83.5450
22 82.3694
23 81.1786
24 79.9726
25 78.7512
26 77.5143
27 76.2617
28 74.9932
29 73.7087
30 72.4080
31 71.0910
32 69.7574
33 68.4073
34 67.0402
35 65.6562
36 64.2550
37 62.8364
38 61.4003
39 59.9466
40 58.4749
41 56.9852
42 55.4773
43 53.9510
44 52.4061
45 50.8424
. 46 49.2597
47 47.6578
48 46.0366
49 43.9792
50 41.9021
51 39.8050
52 37.6878
53 35.5502
54 33.3921
55 31.2133
56 29.0134
57 26.7925
58 24.5501
59 22.2862
60 20.0000
10/31/96 INITIAL
ATHENA INTERNATIONAL LTD. LIABILITY CO.
DBA ATHENA INTERNATIONAL, LLC
SITE: LOS ANGELES, CA
ADDITION I - 06/02/97
SCHEDULE A
STIPULATED LOSS VALUE
0.009166
The Stipulated Loss Value of any item of Equipment as of any Rent with respect
of such item of Equipment shall be multiplying the Lessor's Value of such item
of the percentage set forth below for such Rent Payment that, any determination
of stipulated LOSS Value as occurring after the final Rent Payment Date with
respect equipment, shall be made as of such final Rent Rent
Number Percentage
0 105.0000
1 104.0467
2 103.0815
3 102.1045
4 101.1155
5 100.1144
6 99.1011
7 98.0754
8 97.0373
9 95.9866
10 94.9233
11 93.8471
12 92.7581
13 91.6560
14 90.5408
15 89.4123
16 88.2704
17 87.1150
18 85.9460
19 84.7633
20 83.5666
21 82.3559
22 81.1311
23 79.8921
24 78.6386
25 77.3706
26 76.0879
27 74.7904
28 73.4780
29 72.1505
30 70.8078
31 69.4498
32 68.0762
33 66.6870
34 65.2821
35 63.8612
36 62.4243
37 60.9711
38 59.5016
39 58.0156
40 56.5129
41 54.9934
42 53.4569
43 51.9033
44 50.3324
45 48.7441
46 47.1381
47 45.5144
48 43.8728
49 41.7964 INITIAL
50 39.7018
51 37.5887
52 35.4570
53 33.3066
54 31.1372
55 28.9488
56 26.7410
57 24.5138
58 22.2670
59 20.O0O0
This STATEMENT is presented to a filing officer for filing pursuant to the Uniform Commercial Code. 3 Maturity date (if any):
DESK COPY
- ------------------------------------------------------------------------------------------------------------------------------------
1. Debtor(s) (Last Name First) and address(es) 2. Secured Party(ies) and address (es) For Filing Officer (Date, Time,
Number, and Filing Office)
ATHENA INTERNATIONAL LTD. TELECOMMUNICATIONS FINANCE
LIABILITY CO. DBA ATHENA GROUP
INTERNATIONAL, LLC 400 RINEHART ROAD
701 POYDRAS ST., 675 ONE SHELL SQ. LAKE MARY, FL 32746
NEW ORLEANS, LA 70139 FEIN: 52-2122392
FEIN: 72-1280590
- ---------------------------------------------------------------------------------------
4. This statement refers to original Financing Statement bearing File No. 141556
Filed with Secretary of State, NY Date Filed 7/16/96
- ------------------------------------------------------------------------------------------------------------------------------------
5. / / Continuation. The original financing statement between the foregoing Debtor and Secured Party, bearing file number shown
above, is still effective.
6. / / Termination. Secured party no longer claims a security interest under the financing statement bearing file number shown
above.
7. / / Assignment. The secured party's right under the financing statement bearing file number shown above to the property
described in Item 10 have been assigned to the assignee whose name and address appears in Item 10.
8. /X/ Amendment Financing Statement bearing file number shown above is amended as set forth in Item 10.
9. / / Partial Release Secured Party releases the collateral described in Item 10 from the financing statement bearing file number
shown above.
- ------------------------------------------------------------------------------------------------------------------------------------
10. NEW DEBTOR IS AS FOLLOWS:
HIGHPOINT INTERNATIONAL TELECOM, INC. - FEIN: 91-1917016
1890 SHORELINE BLVD.
MOUNTAIN VIEW, CA 94043-1320
THIS DEBTOR ASSUMES ALL RESPONSIBILITY UNDER THIS LEASE AGREEMENT.
(SITE: NEW YORK, NY)
No. of additional Sheets presented: 0
- ------------------------------------------------------------------------------------------------------------------------------------
HIGHPOINT INTERNATIONAL TELECOM, INC. TELECOMMUNICATIONS FINANCE GROUP
- ---------------------------------------------------------------------- ---------------------------------------------------
By: Signature(s) Of Debtor(s) (necessary only if item 8 is applicable). By: Signature(s) of Secured Party(ies)
STANDARD FORM-FORM UCC-3