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 xxxx 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.
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 Xxxx 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.
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.
(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
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:
GST Universal, Inc.
Attn: Contracts Manager
0000 Xxxx Xxxxxx
Xxxxxxxxx, XX 00000
(b)If to Purchaser, to:
Competitive Communications, Inc.
Attn: Xxxxx Xxxxx, CEO
00000 Xxxxxxxx Xxxxxx, Xxxxx X
Xxxxxxxxx, Xxxxxxxxxx 00000
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 Xxxxx 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.
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:________________________________________
Xxxxxx X. Xxxxxx, Xx., President and CEO
BY:________________________________________
Xxxxxx Xxxxxxxx, Chief Financial Officer
PURCHASER: COMPETITIVE COMMUNICATION, INC.
BY:________________________________________
Xxxxx Xxxxx, 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) Xxxx 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
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 0000 Xxxx Xxxxxx, Xxxxxxxxx, XX 00000 (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.
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 Xxxxx County, Washington, or if federal
jurisdiction applies the Western District of Washington.
Signed this 28th day of April, 1999.
Promisor
COMPETITIVE COMMUNICATIONS, INC.
By:_________________________________________________
-------------------------------------------------
Exhibit 3.2(a)
XXXX 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: _________________________________________
Xxxxxx X. Xxxxxx. Jr., President and XXX
Exhibit 7.1(c)
CONSENT
This Consent is executed by Xxxx Xxxxxxxx ("Owner"), who is
the Owner of the multi-family residential complex known as (the
"Property"), located at 0000 Xxxxxxxxxx Xxx, Xxx Xxxxx, XX, 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
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 0000 Xxxxxxxxxx Xxxxxxx, Xxx Xxxxx, XX 00000,
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, xxxxxx and interest in the Agreement to CCI.
DATED 4/8/1999.
PROPERTY OWNER:
By:________________________________________
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.
--------------------------------------------------
Xxxxxx X. Xxxxxx, Xx., President and CEO
GST UNIVERSAL, INC.
----------------------------------------------------
Xxxxxx Xxxxxxxx,. Chief Financial Officer
SCHEDULE 1.2
Leases, Easements and licenses to use real property an
lease or personal property.
NONE
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.
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
