Richard Santulli and Virginia Santulli - Page 15

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               The Proz' telecommunications note additionally gives Proz              
          the right to defer payments on the petitioner telecommunications            
          installment note if Proz fails to receive payments from                     
          petitioner under petitioner's "Limited Recourse Promissory Note -           
          Security Agreement".  Amounts so deferred become due and payable            
          to RTS when, and to the extent that, Proz receives such payments            
          from petitioner.  In any event, Proz must pay all deferred                  
          amounts no later than December 31, 1999.  No interest accrues on            
          amounts so deferred.                                                        
               Pursuant to the Proz telecommunications purchase agreement,            
          Proz acquired the telecommunications equipment subject to the               
          loan agreement and the U.S. Telephone lease.                                
               Sale by Proz to Petitioner                                             
               Pursuant to an agreement between petitioner and Proz dated             
          December 30, 1982 (the petitioner telecommunications purchase               
          agreement), petitioner purchased the telecommunications equipment           
          from Proz.  The petitioner telecommunications purchase agreement            
          recites a purchase price of $3,610,205 ($5,000 more than payable            
          under the Proz telecommunications purchase agreement), payable as           
          follows:                                                                    
               1.  $180,510 by check or wire transfer to RTS concurrently             
               with the execution of the petitioner telecommunications                
               purchase agreement.                                                    


               2.  $3,429,695 by delivery to RTS of an installment note               






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Last modified: May 25, 2011