EXHIBIT 1
ASSIGNMENT AND ACCEPTANCE
Dated: March 30, 1998
Reference is made to the Agreement for Purchase and Sale dated as of
February 12, 1998 (as the same may be amended or modified from time-to-time,
the "Agreement") between INTELECT COMMUNICATIONS, INC., a Delaware
corporation ("Borrower") and ST. ▇▇▇▇▇ CAPITAL PARTNERS, L.P. ("Assignor").
Capitalized terms not otherwise defined in this Assignment and Acceptance
shall have the meanings assigned to them in the Agreement.
Pursuant to the terms of the Agreement, St. ▇▇▇▇▇ Capital Partners,
L.P. wishes to assign and delegate 13/15ths of its rights and 100% of its
obligations under the Agreement. Therefore, St. ▇▇▇▇▇ Capital Partners, L.P.
("Assignor") and SJMB, L.P. ("Assignee") agree as follows:
1. The Assignor hereby sells and assigns to the Assignee, and the Assignee
hereby purchases and assumes from the Assignor, without recourse to the Assignor
and without representation or warranty except for the representations and
warranties specifically set forth in clauses (i) and (ii) of Section 2, 13/15ths
of its interest in and to all of the Assignor's rights, and 100% of Assignor's
obligations, under the Agreement and the Transaction Documents as of the
Effective Date (as defined below), including, without limitation, such
percentage interest in the Assignor's obligation to make Advances, the Advances
owing to the Assignor, the Note held by the Assignor, the Warrants held by the
Assignor, the Assignor's interest in the Collateral, and the Assignor's
registration rights in respect of Common Stock. The Assignor and the Assignee
agree that this Assignment shall convey an interest in outstanding advances
under the Note as of the date hereof equal to $1,000,000, and conveys to
Assignee, and Assignee hereby assumes, all remaining obligations to make
advances under the Note.
2. The Assignor (i) represents and warrants that, prior to executing this
Assignment and Acceptance, its obligation to make further Advances under the
Agreement is $12,000,000, and the aggregate outstanding principal amount of
Advances owed to it by the Borrower is $3,000,000; (ii)
represents and warrants that it is the legal and beneficial owner of the
interest being assigned by it hereunder and that such interest is free and clear
of any adverse claim; (iii) makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties, or representations
made in or in connection with the Agreement or any other Transaction Document or
the execution, legality, validity, enforceability, genuineness, sufficiency, or
value of the Agreement or any other Transaction Document or any other instrument
or document furnished pursuant thereto; (iv) makes no representation or warranty
and assumes no responsibility with respect to the financial condition of the
Borrower or any Subsidiary or the performance or observance by the Borrower of
any of its obligations under the Agreement or any other Transaction Document or
any other instrument or document furnished pursuant thereto;(v) agrees to
deliver the Note to the Borrower to exchange such Note for a new Note dated
April 2, 1998, in the principal amount of $13,000,000 payable to the order of
the Assignee; (vi) and agrees to deliver the Warrants issued by Borrower to the
Assignor to exchange such Warrants for replacement Warrants in favor of the
Assignee in respect of the Borrower's Common Stock.
3. The Assignee (i) confirms that it has received a copy of the Agreement
and the other Transaction Documents, and such other documents and information as
it has deemed appropriate to make its own credit analysis and decision to enter
into this Assignment and Acceptance and (ii) agrees that it will perform in
accordance with their terms all of the obligations which by the terms of the
Agreement or any other Transaction Document are required to be performed by it
as a Purchaser.
4. The effective date for this Assignment and Acceptance shall be March
30, 1998 (the "Effective Date").
5. As of the Effective Date, (i) the Assignee shall be a Purchaser under
the Agreement for all purposes, and, to the extent provided in this Assignment
and Acceptance, have the rights and obligations of a Purchaser thereunder and
(ii) the Assignor shall, to the extent provided in this Assignment and
Acceptance, relinquish its rights and be released from its obligations under the
Agreement.
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6. From and after the Effective Date, the Borrower shall make all payments
under the Agreement and the Note in respect of the interest assigned hereby
(including, without limitation, all payments of principal, interest, and
commitment fees) to the Assignee. The Assignor and Assignee shall make all
appropriate adjustments in payments under the Agreement and the Note for periods
prior to the Effective Date directly between themselves.
7. This Assignment and Acceptance shall be governed by, and construed and
enforced in accordance with, the laws of the State of Texas.
The parties hereto have caused this Assignment and Acceptance to be duly
executed as of the date first above written.
ASSIGNOR:
ST. ▇▇▇▇▇ CAPITAL PARTNERS, L.P.
By: St. ▇▇▇▇▇ Capital Corp.,
its General Partner
By:/s/ ▇▇▇ ▇▇▇▇▇
Name: ▇▇▇ ▇▇▇▇▇
Title: VICE-PRESIDENT
ASSIGNEE:
SJMB, L.P.
By: SJMB, L.L.C., its General Partner
By:/s/ ▇▇▇ ▇▇▇▇▇
Name: ▇▇▇ ▇▇▇▇▇
Title: VICE-PRESIDENT
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ACKNOWLEDGED
THIS 2nd DAY OF APRIL, 1998.
INTELECT COMMUNICATIONS, INC.
By:/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: CHAIRMAN AND CEO
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