GST TELECOM INC.
GST PACWEST TELECOM HAWAII, INCORPORATED
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December 1, 1995
Pacwest Network, Inc.
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Gentlemen:
Reference is made to (i) that certain Restated and Amended
Usage Agreement dated as of June 21, 1994, restated and amended as of November
1, 1995 (the "Usage Agreement"), by and between Pacwest Network, Inc.
("Pacwest") and GST Pacwest Telecom Hawaii, Incorporated; and (ii) that certain
Restated and Amended Traffic Agreement dated as of June 21, 1994, restated and
amended as of November 1, 1995 (the "Traffic Agreement"), by and between Pacwest
and GST Telecom Inc. ("Telecom").
The following constitutes our agreement:
1. If at any time after the date hereof, ▇▇▇▇ ▇▇▇▇▇ ceases to
be a full time employee of Telecom, its parent corporations, GST USA, Inc. and
GST Telecommunications, Inc. ("GST") and/or their subsidiaries (collectively,
the "GST Companies"), the Usage Agreement and the Traffic Agreement shall remain
in full force and effect in accordance with their terms, and the parties thereto
shall continue to perform their duties and obligations under such agreements in
the same manner as they have theretofore been performed, for a period ending not
less than one year after the such cessation of employment. If, during such
period, GST in its discretion shall determine that its operations would be
facilitated by the transfer of the "Licenses" (as such term is defined in the
Usage Agreement), it shall communicate such determination in writing to Pacwest
and Pacwest shall promptly file with the Federal Communications Commission (the
"FCC") an application to transfer or assign the Licenses to an executive officer
of one of the GST Companies or to one of the GST Companies, which executive
officer or Company shall be designated by the Board of Directors of GST and
shall be eligible to hold the Licenses (the "Designated Transferee"). Upon
approval of such application, the Licenses shall be promptly transferred or
assigned to the Designated Transferee. Pacwest shall also promptly seek FCC
authority to transfer to the Designated Transferee all of its right, title and
interest in, to and under the Usage Agreement and
the Traffic Agreement and upon the receipt of such authority the Designated
Transferee shall assume and perform the liabilities and obligations of Pacwest
thereunder. The Designated Transferee shall also enter into an agreement
substantially in the form of this Agreement, which would be given effect under
the circumstances described herein.
2. The parties will seek to effect the transfer of the
Licenses to the Designated Transferee in a manner that will minimize any
operation and impact upon the GST Companies. The costs of any such transfer
shall be borne entirely by the GST Companies and the GST Companies shall defend,
indemnify and hold harmless Pacwest, its members and managers, from and against
any and all losses, damages, obligations, liabilities, costs and expenses
(including without limitation reasonable attorneys' fees) incident to any suit,
action, investigation, claim or proceeding relating to or arising out of the
transfer of the Licenses in the manner contemplated by this Agreement.
3. The foregoing provisions of this Agreement are and are
intended to be subject to all applicable requirements of the Communications Act
of 1934, as amended, and shall be so effectuated and construed.
If the foregoing correctly sets forth your understanding of
our agreement, kindly so indicate by executing three counterparts of this
Agreement in the place provided for your signature.
Very truly yours,
GST TELECOM INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President
GST PACWEST TELECOM HAWAII, INCORPORATED
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President
ACKNOWLEDGED AND AGREED:
PACWEST NETWORK, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇, President
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