Exhibit # 10.06a
Acquisition Agreement - GST
ASSET PURCHASE AGREEMENT
This Asset Purchase Agreement (the "Agreement"), dated April 28, 1999, is
between GST UNIVERSAL Inc., a Delaware corporation ("Seller"), and COMPETITIVE
COMMUNICATIONS, INC., a California corporation ("Purchaser").
On the terms and subject to the conditions of this Agreement, Seller
intends to sell and Purchaser intends to purchase all the assets of Seller which
are part of the private telephone systems listed on Schedule 4.7 (individually a
"System" and collectively the "Systems") that are subject to the Lease and
Access Agreements, as defined below, and other assets as specified in this
Agreement. The assets of each System include one or more agreements, and any
amendments and modifications thereto, pursuant to which Seller has received from
the owner of the real property related to the System the right to own, install
and operate a private telephone system on the real property (each a "Telephone
Lease and Access Agreements").
The parties agree as follows:
1. TRANSFER OF ASSETS.
1.1 Sale of Assets. On the terms and subject to the
conditions of this Agreement, Seller will sell Seller's
right, title and interest in and to the "Assets", as defined
below, to Purchaser. All Assets sold under this Agreement
will be free and clear of all liens, claims and encumbrances
except as otherwise provided in this Agreement.
1.2 Description of Assets. The "Assets" are the assets
of Seller which comprise the Systems, comprised of the
Telephone Lease and Access Agreements, existing as of the
date this Agreement or acquired by Seller prior to Closing
in the ordinary course of business. Specifically, the Assets
consist of (1) the assets of Seller used to operate the
Systems including its telephone switching and voice mail
equipment, all cable (including without limitation aerial
cable and underground cable, conduit, and all spare parts
and other items used in the maintenance, repair and testing
of the Systems); (2) Seller's right, title and interest in
and to the Telephone Lease and Access Agreements listed on
Schedule 4.7; (3) business records pertaining to the
subscribers of each Systems ("Customers"); and (4) all
leases, easements and licenses to use real property and
leases of personal property disclosed on Schedule 1.2. The
Assets excludes all other items, including without
limitation, any goodwill, intellectual property or software.
1.3 Assignment and Assumption. Seller will assign to
Purchaser and Purchaser will assume (1) each of the
Telephone Lease and Access Agreements listed on Schedule
4.7, and (2) liability for personal property taxes as
apportioned pursuant to Section 3.5. Purchaser's assumption
of all obligations and liabilities described in this Section
1.3 will accrue following Closing (but not before). Except
as expressly provided in this Section 1.3, Purchaser assumes
no liabilities or debts of Seller of any nature whatsoever.
2. PURCHASE PRICE.
2.1 Purchase Price. The purchase price ("Purchase
Price") for the Assets is $450.00 per Active Customer, which
is defined as any Customer which receives a ▇▇▇▇ from GST as
of the date of execution of this Agreement. An Active
Customer shall not include a Customer billing at less than
$14.35 per month. The current number of Active Customers is
461. A Promissory Note in the amount of $207,450.00.
Attached hereto as Exhibit 2.1. shall be delivered to GST
upon execution of this Agreement, and shall be in the name
of Purchaser and GST Universal, Inc. (or other GST
subsidiary as specified by GST). The terms of the Promissory
Note shall include: (a) 10% percent interest per annum
commencing at Closing, (b) interest accrued and payable
monthly over a period of sixty months, (c) the first
interest payment shall be payable in accordance with the
Promissory Note, (d) principal shall be paid at the end of
the sixty month period.
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3. CLOSING.
3.1 Closing. The closing of the transactions templated
by this Agreement (the "Closing") will take place at 10:00
a.m., local time on (I) April 28, 1999, or (ii) such earlier
date as Seller and Purchaser mutually agree in writing (the
"Closing Date"). The closing will take place at the offices
of seller or at such other places as mutually agreed by the
parties of this Agreement.
3.2 Deliveries by Seller. At Closing Seller will
execute (if applicable) and deliver (a) a ▇▇▇▇ of Sale in
the form attached hereto as EXHIBIT 3.2 (a); (b) Telephone
Lease and Access Agreements as attached on EXHIBIT 3.2 (b);
(c) releases of financing curements and other recorded
encumbrances terminating all liens and encumbrances against,
and security interest in, any of the Assets; (d) a
certificate signed by Seller, certifying that the closing
conditions to be satisfied by Seller have been met as of
Closing; and (e) such other documents and instruments as
Purchaser may reasonably require to effectuate or evidence
the transfer of the Assets.
3.4 Possession. Purchaser will take possession of the
Assets as of the Closing Date.
3.5 Personal Property Taxes. All personal property
taxes attributable to any of the Assets will be apportioned
as of Closing.
4. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller, as of the date of this
Agreement and as of the Closing Date, represents and warrants to Purchaser
as follows.
4.1 Organization. Good Standing Power. Etc. Seller is a
corporation duly organized, validly existing and in good
standing under the laws of the state of Delaware. Seller has
all requisite corporate power and authority to execute,
deliver and perform this Agreement. Seller has all requisite
corporate power and authority to consummate the transactions
contemplated by this agreement.
4.2 Authorizations and Enforceability. This Agreement
has been duly and validly authorized, executed and delivered
by Seller and constitutes the valid and binding obligation
of Seller, fully enforceable in accordance with its terms.
4.3 Restrictions: Burdensome Agreements. Seller is not
a party to any contract commitment or agreement, and neither
Seller now the Assets are subject to or bound or affected by
any charter, bylaw, partnership agreement or other corporate
or partnership restriction, or any other order, judgement,
decree, law, statute, ordinance, rule, regulation or other
restriction of any kind or character which would prevent
Seller from entering into this Agreement or from
consummating the transactions contemplated by this
Agreement.
4.4 Contents and Approvals. As of Closing Seller will
have obtained all consents or approvals of and waivers or
revisions by and will have delivered all notices to any
third party that are necessary in connection with the
execution and delivery by Seller of this Agreement and
consummation of the transactions contemplated by this
Agreement.
4.5 Title to Property.
(a) Tangible Personal Property. Seller owns or has
licenses or other rights adequate to use all property
necessary for the operation of its business and the Assets.
(b) Title. Seller has good and marketable title to the
Asset. Any Asset which requires the consent of a third party
for assignment to Purchaser is described as such on SCHEDULE
4.5. Every other Asset is fully assignable to Purchaser
without the consent of any other.
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4.6 Condition of Assets. The Assets were acquired and
have been maintained in the ordinary course of its business:
have been property maintained in accordance with industry
standards and are in good working condition.
4.7 Telephone Lease and Access Agreements. Stated on
SCHEDULE 4.7 is a complete and accurate list of all of the
Telephone Lease and Access Agreements presently owned by
Seller which constitute part of the Assets. A complete copy
of each such Telephone Lease and Access Agreement (including
amendments thereto) has been provided to Purchaser. Each of
the Telephone Lease and Access Agreements is valid and
binding is in full force and effect. Neither Seller nor any
owner of a property served by a Telephone Lease and Access
Agreement ( a "Property Owner") is in default under any
Telephone and Access Agreement.
5. REPRESENTATIONS AND WARRANTIES OF PURCHASER. Purchaser as of the date of
this Agreement and as of the Closing Date, represents and warrants to
Seller as follows
5.1 Organization. Good Standing Power. Etc. Purchaser
is a corporation duly organized, validly existing and in
good standing under the laws of the state of California.
Purchaser has all requisite corporate power and authority to
execute, deliver and perform this Agreement. Purchaser has
all requisite corporate power and authority to consummate
the transactions contemplated by this Agreement.
5.2 Authorizations and Enforceability. This Agreement
has been duly and validly authorized, executed and delivered
by Purchaser and constitutes the valid and binding
obligation of Purchaser, fully enforceable in accordance
with its terms.
5.3 Restrictions: Burdensome Agreements. Purchaser is
not a party to any contract commitment or agreement, and is
not subject to our bound or affected by any charter, bylaw,
or other corporate, or any other order, judgement, decree,
law, statute, ordinance, rule, regulation or other
restriction of any kind or character which would prevent
Purchaser from entering into this Agreement or from
consummating the transactions contemplated by this
Agreement.
5.4 Effect of Agreement, Consents, Etc. Purchaser has
obtained any and all consents or approvals of filings or
registrations with or notices to any third party or public
body or authority that may be necessary in connection with
the execution and delivery by Purchaser of this Agreement
and the consummation of the transactions contemplated by
this Agreement.
6. COVENANTS OF THE PARTIES.
6.1 Operation of Business. During the period from the
date of this Agreement and the earlier of the termination of
this Agreement or the Closing Date, Seller covenants to
Purchaser that it will operate its business with respect to
the Assets in the usual, regular and ordinary manner; and,
to the extent consistent with such operation use its
reasonable best efforts to preserve its present business
relationships including those with the Customers and the
Property Owners. Seller will not enter into any transaction
or take any action which would result in any of the
representations and warranties of Seller contained in this
Agreement not being true and correct at and as of (I) the
time immediately after such action or transaction was
undertaken or entered into with the same force and effects
as though made on such date, and (ii) the Closing Date, with
the same force and effect as though made on such a date.
6.2 Consents. Seller will give all notices, and use its
commercially reasonable best efforts to obtain all consents
necessary under all Telephone Lease and Access Agreements
and other material contracts and leases to assign such
telephone Lease and Access Agreements, material contracts
and leases to Purchaser.
6.3 Access to Properties and Records; Confidentiality.
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(a) During the period from the date of this Agreement
to the earlier of the Closing Date or the termination Of
this Agreement, Seller will permit Purchaser reasonable
access to its Assets, and will disclose and make available
to Purchaser all books, papers and records relating to the
Assets. Seller will not be required to provide access to or
disclose information where such access or disclosure would
jeopardize the attorney-client privilege of Seller or would
contravene any law, rule, regulation, order, judgment,
decree or binding agreement entered into prior to the date
hereof. The parties will make appropriate substitute
disclosure arrangements under circumstances in which the
restrictions of the preceding sentence apply.
Notwithstanding the foregoing. Seller agrees to provide
Purchaser with reasonable access to reasonably requested
information regarding the Assets in Seller's files, for
three months following the Closing Date, to assist Purchaser
in the transition of the Assets to Purchaser.
(b) All information Furnished by Seller to Purchaser
with respect to any Asset pursuant to, or in the negotiation
in connection with, this Agreement will be treated as the
sole property of Seller until Closing and, if Closing does
not occur, Purchaser and its agents and advisers will return
to Seller all documents or other materials containing ,
reflecting or referring to such information, will keep
confidential all such information and will not directly or
indirectly use such information for any competitive or other
commercial purpose. The obligation to keep such information
confidential will continue indefinitely.
6.4 Confidentiality of Terms of Agreement. After the
execution of this Agreement, Purchaser and Seller will
maintain the confidentiality of the terms of this Agreement.
No such party will, except on a need-to-know basis, disclose
the terms of the transactions contemplated by this Agreement
to any person or entity. The foregoing does not preclude
such parties from informing any other person or entity of
the fact that the Systems, the Telephone Lease and Access
Agreements and other Assets relating to the Systems will be
or have been transferred to Purchaser, so long as such
communication does not disclose any further details
regarding the transaction. Any press release to be disclosed
to the public regarding the terms of this Agreement or which
otherwise includes the other party's name, shall be reviewed
by and agreed upon by both parties in writing prior to
release.
6.5 Accounts Receivable Matters. Seller will retain all
accounts receivable for services provided by Seller through
the date of Closing. Seller will render final customer
bills, with charges for services provided by Seller through
the date of Closing, no later than thirty (30) days
following the date of Closing. Purchaser will commence
billing for services to be provided by the Purchaser after
Closing. Following Closing, Purchaser agrees to return any
marketing materials to Seller which specify "GST" or any
other service marks or trademarks of Seller.
7. CLOSING CONDITIONS
7.1 Conditions to the Obligations of Purchaser Under
this Agreement. The obligations of Purchaser under this
Agreement with respect to the Assets are further subject to
the satisfaction, at or prior to the Closing Date, of the
following conditions, any one or more of which may be waived
by Purchaser.
(a) Each of the obligations and covenants of Seller
required to be performed or complied under or prior to the
Closing Date pursuant to the terms of this Agreement are
duly performed and compiled with in all material respects.
(b) The representations and warranties of Seller
contained in this Agreement are true and correct in all
material respects as of the date of this Agreement and will
be true and correct in all material respect as of the
Closing Date as though made at end as of the Closing Date,
except as to any representation or warranty that
specifically relates to an earlier date.
(c) Seller will have given all notices obtained all
consents and taken all other action necessary under all
Telephone Lease and Access Agreements and other material
contacts and leases to assign such Telephone Lease and
Access Agreements material, material contracts and lease to
Purchaser. Without limiting the foregoing, Seller will have
obtained an executed consent in
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the form of Exhibit 7.1(C) with respect to the
Telephone Lease and Access agreements for the Promontory
Point and Promontory View apartment complexes.
7.1 Conditions to the Obligations of Seller Under This
Agreement. The obligations of Seller under this Agreement
with respect to the Assets are further subject to the
satisfaction, at or prior to the Closing Date, of the
following conditions, any one or more of which may be
wavered by Seller:
(a) Each of the obligations and covenants of Purchaser
required to be performed or complied with at or prior to the
Closing Date pursuant to the terms of this Agreement will
have been duly performed and complied with in all material
respects.
(b) The representatives and warranties of Purchaser
contained in this Agreement are true and correct in all
material respects as of the date of this Agreement, and will
be true and correct in all material respects as if the
Closing Date's though made at and as of the Closing Date,
except as to any representation or warranty which
specifically relates to an earlier date.
8. INDEMNIFICATION.
Each party hereto will defend indemnify and hold harmless the other party
and any person claiming by or through them or any of their successors and
assigns (each an "Indemnitee") from, against and in respects of any and all
costs, losses, claims, liabilities, fines, penalties, damages and expenses
(including, without limitation, court costs, reasonable fees and disbursements
of counsel with or without suit and on appeal) incurred by the Indemnitee in
connection with:
(a) any breach of (1) any of the representations and
warranties of the indemnifying party or (2) any covenant or
agreement made by the indemnifying party in this Agreement;
(b) with respect to a Seller Indemnitee, obligations
specifically incurred by Purchaser with respect to any Asset
and which arise after the Closing Date, and (2) with respect
to a Purchaser Indemnitee, any alleged or asserted debt,
obligation, liability or commitment of Seller not expressly
assumed by Purchaser hereunder: and
(c) any action , suit, proceeding, compromise,
settlement, assessment or judgment arising out of or
incident to any of the matters indemnified against in this
Section 8.
9. GENERAL.
9.1 Survival of Representations and Warranties. The
representations, warranties, covenants (as specified in this
Agreement), indemnities and agreements stated in this
Agreement, the Disclosure Schedules, any other written
representation and in any ancillary document with respect to
any Asset will survive Closing for a period of one year
following the Closing Date.
9.2 Severability. Any provisions of this Agreement
which are invalid or unenforceable will be ineffective to
the extent of such invalidity or unenforceability without
invalidating or rendering unenforceable theremaining
provision hereof.
9.3 Further Assurances. Each party to this Agreement
will take all actions, subject to the terms and conditions
of this Agreement, that are necessary or desirable to carry
out the purposes of this Agreement, including actions after
Closing.
9.4 Notices. All notices, requests, claims, demands or
other communications hereunder must be in writing and must
be given by delivery in person, by registered or certified
mail (postage prepaid and return receipt requested) to the
respective parties as follows:
(a) If to Seller, to:
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GST Universal, Inc.
Attn: Contracts Manager
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(b)If to Purchaser, to:
Competitive Communications, Inc.
Attn: ▇▇▇▇▇ ▇▇▇▇▇, CEO
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Or such other address as is furnished in writing by any party to the other
party in accordance herewith, except that notices of change of address is
only effective upon receipt.
9.5 Parties in Interest; Assignment. This Agreement
will be binding upon and will inure to the benefit of the
parities hereto and their respective successors and assigns.
Neither this Agreement nor any of the rights, interests or
obligations hereunder may be assigned by either party
without the prior written consent of the other, which shall
not be unreasonably withheld. Nothing in this Agreement is
intended to confer, expressly or by implication, upon any
other person any rights or remedies under or by reason of
this Agreement
9.6 Entire Agreement; Amendment. This Agreement
(including the Exhibit and Disclosure Schedules hereto)
constitutes the entire agreement and supersedes all prior
agreements and understandings, oral and written, between the
parties hereto with respect to the subject matter hereof and
may not be amended, modified or terminated unless in a
written instrument executed by the party or parties sought
to be bound.
9.7 Venue. Any dispute arising from this Agreement
shall be brought solely within the courts of ▇▇▇▇▇ County,
state of Washington, unless the federal jurisdiction
applies, in which such dispute shall be brought within the
federal courts of Washington, Western District.
9.8 Attorney's Fees. If any legal action or other proceeding is brought to
enforce the terms of this Agreement (whether or not suit is brought and
including any appeal) the prevailing party or parties will be entitled to
reasonable attorney's fees and other costs and expenses incurred in that
action or proceeding.
9.9 Governing Law. This Agreement, in all respects,
including all matters of construction, validly and
performance, is governed by the laws of the state of
Washington.
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9.10 Counterparts. This Agreement may be executed in
one or more counterparts, all of which will be considered
one and the same agreement, and each of which will be deemed
an original
SELLER: GST UNIVERSAL, INC
BY:________________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., President and CEO
BY:________________________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Chief Financial Officer
PURCHASER: COMPETITIVE COMMUNICATION, INC.
BY:/s/▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, CEO
EXHIBITS: SCHEDULES:
Exhibit 2.1 Promissory Note Schedule 1.2 Lease, Easements and Licenses
Schedule 4.5 Third Party Consents
Exhibit 3.2(a) ▇▇▇▇ of Sale Schedule 4.7 Telephone Lease and Access Agreements
Exhibit 3.2(b) Assignment and Assumption
Telephone Lease and Access Agreements
Exhibit 7.1(c) FORM OF CONSENT
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Exhibit 2.1
PROMISSORY NOTE
$207,450.00 Date: April 28, 1999
For value received, the undersigned COMPETITIVE COMMUNICATIONS, INC. ("the
Promisor") promises to pay to the order of GST UNIVERSAL, INC. (the "Payee"), at
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (or at such other place as the Payee may
designate in writing), the sum of $207,450.00 together with interest thereon
from April 28, 1999, on the unpaid principal at the rate of 10%.
Unpaid principal shall accrue interest at a rate of 10% annually until paid.
Promisor shall pay interest on the total principal amount in MONTHLY
installments for SIXTY MONTHS beginning on May 15, 1999, payable by the
fifteenth of each subsequent month thereafter.
All payments shall be applied to interest until April 28, 2004 (the "Due Date"),
when the principal shall be due and payable in full. Thereafter, unless the
principal is paid in full, Promisor shall be deemed in default of this Note, and
any unpaid principal shall accrue interest at a rate of 15% annually until paid.
Notwithstanding the Foregoing, Promisor may pay the principal in full prior to
the Due Date, with no further obligation to pay interest thereafter.
In the event Promisor fails to make any payment when due, is subject to
receivership, causes to be made a general assignment for the benefit of
creditors, or other wise causes Payee to become insecure, then the Payee shall
be entitled to accelerate all sums due and owing under this Note, and require
immediate payment if notification from Payee.
In the event Promisor defaults in any obligation under this Note, Promisor
promises to pay, in addition to all other sums due, costs of collection,
including reasonable attorneys' fees, whether or not legal action is commenced.
Legal action includes, without limitation, arbitration, trial and appeal, or any
bankruptcy in which Promisor is involved.
In addition, the Promisor shall be in default if there is a sale, transfer,
assignment, or any other disposition of any assets pledged as payment of this
Note.
If any one or more of the provisions of this Note are determined to be
unenforceable, in whole or in part, for any reason, the remaining provisions
shall remain fully operative.
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All payments of principal and interest on this Note shall be paid in the legal
currency of the United States. Promisor waives presentment for payment, protest,
and notice of protest and nonpayment of this Note.
No renewal or extension of this Note, delay in enforcing any right of the Payee
under this Note, or assignment by Payee of this Note shall affect the liability
of the Promisor. All rights of the Payee under this Note are cumulative and may
be exercised concurrently or consecutively at the Payee's option.
This Note shall be construed in accordance with the laws of the State of
Washington. Any dispute under this note shall be brought solely within the
courts of the ▇▇▇▇▇ County, Washington, or if federal jurisdiction applies the
Western District of Washington.
Signed this 28th day of April, 1999.
Promisor
COMPETITIVE COMMUNICATIONS, INC.
By:/s/▇▇▇▇▇ ▇▇▇▇▇
CEO
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Exhibit 3.2(a)
▇▇▇▇ OF SALE
("Seller"), for good and valuable consideration given pursuant to an Asset
Purchase Agreement dated April 28, 1999 (the "Purchase Agreement") between GST
Universal, Inc., and Competitive Communications, Inc. ("Purchaser"), the receipt
and sufficiency of which consideration is hereby acknowledged, does hereby sell,
assign, transfer and set over to Purchaser, in accordance with the Purchase
Agreement, all of Seller's right, title and interest in and to the Systems (as
defined in the Purchase Agreement) and related equipment installed at the
apartment complexes described on Schedule 4.7 attached hereto.
Date: April 28, 1999.
SELLER: GST UNIVERSAL, INC.
By: _________________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇. Jr., President and ▇▇▇
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Exhibit 7.1(c)
CONSENT
This Consent is executed by ▇▇▇▇ ▇▇▇▇▇▇▇▇ ("Owner"), who is the Owner of
the multi-family residential complex known as (the "Property"), located at ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇, the legal description of which is attached hereto
as Exhibit A.
GST Telecom Inc., a Delaware corporation ("Operator"), is the provider of
telephone service to the Property under a Telephone Lease and Access Agreement
dated November 1, 1996.
Competitive Communications, Inc., a California corporation ("CCI") intends
to acquire Operator's interest in Agreement and all of the assets of Operator
which are part of or related to the telephone system on the Property, including
all Operator's wiring, electronic devices, hardware and other equipment.
Owner represents and warrants that as of the date hereof (a) the Agreement
is in full force and effect and there are no amendments, modifications or
supplements thereto, either oral or written; (b) Owner has not assigned,
transferred or hypothecated the Agreement or any interest therein, except as
described herein; and (c) no default or event exists with respect to the
Agreement that, with notice or the passage of time or both, would result in the
termination of the Agreement. Owner irrevocably consents to the assignment by
Operator of its rights, title and interest in the Agreement to CCI.
DATED 4/13/1999.
PROPERTY OWNER:
By:_________________________________
Title
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Exhibit 7.1 (c)
CONSENT
This Consent is executed by BRE PROPERTIES, INC. ("Owner"), who is the
owner of the multi-family residential complex known as ("the Property"), located
as ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, the legal description of which
is attached hereto as Exhibit A.
GST Telecom Inc., a Delaware corporation ("Operator"), is the provider of
telephone service to the Property under a Telephone Lease and Access Agreement
dated November 1, 1996.
Competitive Communications, Inc., a California corporation ("CCI") intend
to acquire Operator's interest in the Agreement and all of the assets of the
Operator which are part of or related to the telephone system on the Property,
including all Operator's wiring, electronic devices, hardware and other
equipment.
Owner represents and warrants that as of the date hereof (a) the Agreement
is in full force and effect and there are no amendments, modifications or
supplements thereto, either oral or written; (b) Owner has not assigned,
transferred or hypothecated the Agreement or any interest therein, except as
described herein; and (c) no default or event exists with respect to the
Agreement that, with notice or the passage of time or both, would result in the
termination of the Agreement. Owner irrevocably consents to the assignment by
Operator of its right, ▇▇▇▇▇▇ and interest in the Agreement to CCI.
DATED 4/8/1999.
PROPERTY OWNER:
By:________________________________________
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ASSIGNMENT AGREEMENT
This Assignment Agreement (the "Agreement") is entered into and between GST
Universal, Inc., a Delaware corporation, and GST Telecom, Inc., a Delaware
corporation.
Whereas, the property owners of Promontory Way and Promontory Terrace have each
consented to the assignment of certain Telephone Lease and Access Agreements
(the "Consents") from GST Telecom Inc. to Competitive Communications, Inc.; and
Whereas, GST Telecom Inc. desires to assign said consents to GST Universal, Inc.
to complete a proposed transaction between GST Universal, Inc. and Competitive
Communications, Inc.
Therefore, the parties agree as follows:
1. GST Telecom Inc., hereby assigns all right, title and interest to that
certain Consent for Promontory Terrace dated April 8, 1999, to transfer the
Telephone Lease and Access Agreement dated November 1, 1996, to Competitive
Communications, Inc., a California corporation.
2. GST Telecom Inc., hereby assigns all right, title and interest to that
certain Consent for Promontory Way dated April 13, 1999, to transfer the
Telephone Lease and Access Agreement dated November 1, 1996, to Competitive
Communications, Inc., a California corporation.
AGREED TO BY THE PARTIED THIS 28th DAY OF APRIL, 1999.
GST TELECOM INC.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., President and CEO
GST UNIVERSAL, INC.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇,. Chief Financial Officer
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SCHEDULE 1.2
Leases, Easements and licenses to use real property an lease or personal property.
NONE
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SCHEDULE 4.5
Third Party Consents
1. The Telephone Right of Entry Agreements with respect to the Promontory
Pointe Apartments and Promontory View Apartments require the consent of the
owners for assignment.
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SCHEDULE 4.7
Telephone Lease and Access Agreements
Two telephone and Television Lease and Access Agreements, dated November 1, 1996.
Promontory Pointe Apartments - 400 units
Promontory View Apartments - 306 units
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