A S S I G N M E N T
This agreement dated as of the 31st day of May, 1999.
BETWEEN:
SUNCOM TELECOMMUNICATIONS INC., a publicly traded corporation incorporated
pursuant to the federal laws of Canada
("Suncom")
of the First Part
- and -
XENON FINANCIAL SERVICES LTD., a corporation incorporated pursuant to the Laws
of the British Virgin Islands
("Xenon")
OF THE SECOND PART
WHEREAS CNC Admin Inc. (formerly Wintel CNC Communications Inc., formerly
Cam-Net Communications Inc.) a corporation continued under the laws of Canada
(the "Company") was a wholly owned subsidiary of Suncom (formerly known as
Cam-Net Communications Network Inc.);
AND WHEREAS pursuant to an Asset Purchase Agreement made as of April 1,
1997 between Primus Telecommunications Inc. ("Primus") as purchaser and Cam-Net
Communications Network Inc., the Company, Cam-Net Telecommunications Inc. and
Preferred Telemanagement Inc. as vendors, Primus purchased certain equipment,
customer lists and other assets belonging to the vendors;
AND WHEREAS the above described Asset Purchase Agreement specifically
excluded from the purchase all of the issued and outstanding shares in the
capital of the Company held by Cam-Net Communications Network Inc. as well as
certain intercompany debt payable by the Company to Cam-Net Communications
Network Inc.;
AND WHEREAS pursuant to a Share Purchase Agreement made as of April 17,
1997, (the "LTG Agreement") Cam-Net Communications Network Inc. sold all of the
issued and outstanding shares in the capital of the Company held by it to LTG
Holdings Inc. ("LTG");
AND WHEREAS the Company remains indebted to Suncom in the amount of
$95,600,637 in relation to intercompany debt arising from intercompany advances
of which all amounts over $70,000,000 are forgivable upon request (hereinafter
referred to as the "Indebtedness");
AND WHEREAS Xenon wishes to purchase the Indebtedness from Suncom and
Suncom wishes to sell the Indebtedness to Xenon;
AND WHEREAS Suncom entered into a plan of compromise with its creditors on
or about July 31, 1997 pursuant to the provisions of the Companies Creditors
Arrangement Act (the "CCAA") in order to allow Suncom to carry on its business
while formulating a restructuring plan;
NOW THEREFORE in consideration of the sum of FIVE HUNDRED AND SEVENTY-FIVE
THOUSAND DOLLARS CANADIAN ($575,000), the receipt of which is acknowledged,
Suncom hereby grants, bargains, sells, assigns, transfers, conveys and set over
unto Xenon, its successors and assigns, all of its right, title and interest in
and to the Indebtedness absolutely.
1. Suncom hereby represents and warrants that:
a. Suncom has the power and right to transfer the Indebtedness;
b. the Indebtedness (including accrued interest) was advanced to the Company
by Suncom and has not been repaid. The indebtedness remains due and outstanding
subject to the terms of the LTG Agreement;
c. Suncom has not taken any steps to forgive any portion or portions of the
Indebtedness that is or are in excess of $70 million dollars but such are
forgivable upon request without consideration;
d. Suncom has done no act to encumber the Indebtedness and has not made or
knowingly made any act, deed or thing by which the Indebtedness or any part of
it can be impeached or affected in any manner;
e. the Indebtedness is not subject to any claims for set-off or otherwise by
Suncom;
f. the CCAA proceedings do not in any way restrict or prohibit Suncom from
dealing with the Indebtedness and, specifically, transferring the Indebtedness
in accordance with the provisions herein.
Suncom's liability for breach of a representation or warranty herein shall be
limited to the sum of $575,000 provided that any such breach by Suncom did not
arise through Suncom's intentional wilfulness or gross negligence.
2. Suncom covenants and agrees that it will, from time to time, and at all
times hereafter, upon every reasonable request of Xenon, its successors or
assigns, but at the cost of Xenon, make, do and execute or cause and procure to
be made, done and executed, all such further acts, deeds or assurances as may be
reasonably required by Xenon, its successors or assigns to more effectually
assign the Indebtedness, for the purpose of registration or otherwise.
3. Suncom hereby assigns to Xenon all documents, papers, books of account
and other books relating to or being records of the Indebtedness by which the
Indebtedness is evidenced, acknowledged or made payable.
4. The Agreement is binding upon the undersigned and its successors and
assigns.
5. This Agreement shall be construed in accordance with the laws of the
Province of Ontario and the laws of Canada applicable therein.
6. This Agreement may be executed in counterpart and may be delivered by
facsimile transmission.
IN WITNESS WHEREOF the parties hereby have duly executed this Agreement as
of the date first written above.
▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, INC.
Per: /s/ signed
SUNCOM TELECOMMUNICATIONS INC.
Per: /s/ signed
XENON FINANCIAL SERVICES LTD.
Per: /s/ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇, Chairman
The undersigned CNC ADMIN INC. having carefully reviewed all of the above hereby
acknowledges, confirms and consents to the same.
CNC ADMIN INC.
Per:
"I have authority to bind the Corporation"
