Exhibit # 10.05a
Trussville
PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT (hereinafter "Agreement") is made and entered
into of the 31st day of December 1995, by and between PERSONAL COMMUNICATIONS
SEPCTRUM V, A Nevada limited partnership. ("Partnership") and WESTERN TELEPHONE
& TELEVISION, ("COMPANY").
WITNESSETH
WHEREAS, pursuant to a Telephone and Cable Television License Agreement
between the Company and Xxxxxxx of Trussville ("Owner") the Company holds the
right to purchase License Agreement issued by the Owner to construct and operate
a private telephone and cable television system within above mentioned property;
and
WHEREAS, Personal Communications Spectrum, Owner, upon the exercise of
its right to purchase "Telephone and Cable Television License Agreement", shall
have transferred to it, the contract rights with all of its assets, both
tangible and intangible, including but not limited to all subscriber information
and contracts, telephone and cable, (including any underground cable,)
television license agreements, hardware, software, transmitting and receiving
equipment existing at the time such right to purchase is exercised; and
WHEREAS, the Company has entered Into a Supply Agreement (the "Supply
Agreement") with Western Telephone & Television in which the WT&T shall supply
the Partnership with equipment, wiring, cabling and management services pursuant
to the management agreement and
WHEREAS, the Company desires to make Private Telephone and Cable
Television services available to the residents of the Property and Company is
willing to provide such services in accordance with the terms and conditions of
this Telephone and Cable License Agreement.
NOW, THEREFORE, in consideration for the foregoing and mutual promises
set forth below, the parties agree as follows.
1. Purchase Price. The Investor shall purchase the Rights for the total
sum of $459,733.00 payment to made on the following terms:
A. $140,000 to be paid upon execution of this agreement.
B. $210, 000 to be paid 4/15/96
C. $109,955 to be paid no later than 9/23/96
d. For system operation: including billing, maintenance,
marketing. subscriber services and other daily management
responsibilities, the Company will retain, pursuant to the
Management Agreement, with the Investor a 10% partnership
Interest in residual partnership profits.
e. Cash flow available for distribution is divided as
follows:90% to the partnership 10% to the Management Company
f. Net proceeds from the sale or refinancing of the system
are divided 90% to the partnership and 10% to the Managing
Company.
2. Representations and Warranties of Investor
Investor hereby represents and warrants the following:
a. The partnership acknowledges and understands that the
Company shall have no role in Partnership's raising of
capital to finance the purchase that is the subject of this
Agreement or funding of the system or power to approve or
disapprove the method of financing;
b. Partnership acknowledges and understands that they shall
have no role in the day-to-day operation of the company.
3. Representations and Warranties of the Company
The Company hereby represents and warrants the following:
a. The Company, by this Purchase Agreement, is hereby
transferring its interest In the License Agreement to the
partnership in consideration of the promises and the mutual
understandings herein contained.
B. The Company hereby represents that it will take
"Turnkey" responsibility for Initial system design and
construction, including selection and installation of all
equipment and improvements necessary to complete and
maintain the system.
4. Assignment to Third Parties. The Company agrees that partnership may freely
assign or otherwise transfer all rights afforded by this Purchase Agreement to
any third party provided such third party executes and agreement stating it is
subject to all the terms and conditions of this Purchase Agreement and that
certain Supply Agreement
5. Counterparts This Purchase Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument, The execution of this
Purchase Agreement may be by actual or facsimile signature.
6. Arbitration. Any controversy, dispute or claim arising out of or relating to
this Purchase Agreement, or Its interpretation, application, implementation,
breach or enforcement which the parties are unable to resolve by mutual
agreement, shall be settled by submission by either party of controversy, claim
or dispute to binding arbitration in Las Vegas, Nevada (unless the parties agree
in writing to a different location), before a single arbitrator in accordance
with the rules of the American Arbitration Association then in effect. In any
such arbitration proceeding the parties agree to provide all discover doomed
necessary by the arbitrator. The decision and award made by the arbitrator shall
be final, binding and conclusive on all parties hereto for all purposes, and
Judgment may be entered thereon in any court having jurisdiction thereof.
7. Benefits This Purchase Agreement shall be binding upon and inure to the
benefit of the parties hereto and there legal representatives, successors and
assigns.
8. Notices and Addresses. All notices, offers, acceptance and any other acts
under this Purchase Agreement (except payment) shall be in writing, and shall be
sufficiently given if delivered to the addresses in person, by Federal Express
or similar receipted delivery, by facsimile delivery or, if mailed, postage
prepaid, by certified mail, return receipt requested, as follows:
Purchaser: Personal Communications Spectrum
00000 XxxXxxxxx Xxxx. Xxxxx 000
Xxxxxx, Xx 00000
Seller: Western Telephone & Television
00000 xxxxxxxx Xxxxxx, xxxxx X
Xxxxxxxxx, XX 00000
or such other address as either of them, by notice to the other may designate
from time to time. The transmission confirmation receipt from the sender's
facsimile machine shall be Conclusive evidence of successful facsimile delivery.
Time shall be counted to, or from, as the case may be, the delivery in person or
by mailing.
9. Oral Evidence This Purchase Agreement constitutes the entire Purchase
Agreement between the parties and supersedes all prior oral and
written
agreements between the parties hereto with respect to the subject matter hereof.
Neither this Purchase Agreement nor any provision hereof may be changed, waived,
discharged or terminated orally, except by a statement in writing signed by the
party or
parties against which enforcement or the change, waiver, discharge or
termination is sought.
10. Additional Documents the parties hereto shall execute such additional
instruments as may be reasonably required by their counsel in order to carry out
the purpose and Intent of this Purchase Agreement and to fulfill the obligations
of the parties hereunder.
11. Section or Paragraph Headings Section headings herein have been inserted for
reference only and shall not be deemed to limit or otherwise affect, in any
matter, or be deemed to interpret in whole or in part of the terms or provisions
of this Purchase Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Purchase
Agreement as of the date first above written.
WITNESSES:
WESTERN TELEPHONE & TELEVISION, SM.
By:____________________________________
PERSONAL COMMUNICATI NS SPECTRUM V
By:____________________________________
Xxxxxx Suite Managing Partner
