EXHIBIT 2
AGREEMENT
This Agreement is entered into as of the 8th day of October,
1996, by and among MobileMedia Corporation, a Delaware corporation
("MobileMedia"), WinStar Locate, Inc., a Delaware corporation ("WinStar
Locate"), WinStar Communications, Inc., a Delaware corporation ("WinStar
Communications"), and Locate L.L.C., a Delaware limited liability company
("Locate LLC"), as assignee of Local Area Telecommunications, Inc., a New York
corporation ("Locate").
A. MobileMedia, Locate, WinStar Locate and WinStar Communica-
tions are parties to that certain Purchase and Sale Agreement dated as of
April 1, 1996 (the "Agreement").
B. Locate has assigned to Locate LLC, and Locate LLC has
assumed from Locate, all rights and obligations under the Agreement pursuant to
that certain Agreement of Formation dated as of April 28, 1995 among Locate
Manager, Inc., a Delaware corporation, Locate and MobileMedia.
C. Section 11.3 of the Agreement permits such an assignment,
on the condition that Locate LLC, as assignee of Locate, become a party to the
Agreement along with Locate and MobileMedia, both of which shall remain
obligated thereunder.
NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements herein contained, and intending to be legally
bound hereby, the parties hereto agree as follows:
1. Locate LLC a Party to the Agreement. Pursuant to and
subject to the terms of Section 11.3 of the Agreement, Locate LLC is hereby
admitted as a party to the Agreement, and Locate LLC hereby assumes all duties
and obligations of Locate under the Agreement. Notwithstanding the foregoing, as
provided in Section 11.3, Locate shall remain a party to and continue to be
liable under the Agreement.
2. Reference to and Effect on the Agreement. Except as
expressly provided herein, the Agreement shall remain in full force and effect.
3. Governing Law. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of New York without
regard to principles of conflict of laws.
4. Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute a single instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the date first above written.
LOCATE L.L.C.,
a Delaware limited liability company
By: Locate Manager, Inc.,
a Delaware corporation,
its Managing Member
By: /s/ Xxxxxxx Xxxxxxx
-------------------------
Xxxxxxx Xxxxxxx
President
Agreed.
MOBILEMEDIA CORPORATION,
a Delaware corporation
By: /s/ Xxxxxxx Xxxxxxx
---------------------------
Xxxxxxx Xxxxxxx
Chief Executive Officer
WINSTAR COMMUNICATIONS, INC.,
a Delaware corporation
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------
Xxxxxxx X. Xxxxxx
Executive Vice President
WINSTAR LOCATE, INC.,
a Delaware corporation
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------
Xxxxxxx X. Xxxxxx
Its: President
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