Exhibit 2.5
MANAGEMENT AGREEMENT
This Agreement is made and entered into this 4th day of February, 1999,
by and between Meachim & Xxxxxx Partnership ("MRP"), with principal offices
located at 000 Xxxxxxx Xxxxxx, Xxxxxxx XX 00000, and Intelligent Communications,
Inc., with principal offices located at 000 Xxxxxxxx Xxxxxx, Xxx Xxxxxxxxx XX
00000 ("Intellicom").
WHEREAS, MRP has been issued VSAT licenses E960246 (as modified in File
No. 152-DSE-MP/L-97), E960247 and E960248 (as modified in File No.
161-DSE-MP/L-97) by the FCC (the "VSAT Licenses"); and
WHEREAS, MRP and Intellicom are parties to an Asset Purchase Agreement
dated as of February 4, 1999, providing for the assignment of the FCC licenses
currently held by MRP to Intellicom; and
WHEREAS, the VSAT Licenses serve facilities currently owned by
Intellicom in conjunction with the operation of the VSAT Licenses (the "VSAT
Facilities"); and
WHEREAS, both MRP and Intellicom desire to effect the transfer of the
ownership and operation of the VSAT Licenses as soon as possible, but recognize
that assignment of the VSAT Licenses requires prior approval from the Federal
Communications Commission ("FCC"); and
WHEREAS, MRP will remain the licensee of the VSAT Licenses until FCC
approval has been granted and closing consummated as authorized by the FCC; and
WHEREAS, MRP desires that Intellicom utilize the VSAT Licenses used in
conjunction with the VSAT Facilities, under the overall control of MRP.
NOW, THEREFORE, it is hereby agreed as follows:
1. The parties hereto either have filed or, in the immediate future,
will file at the FCC applications to assign the VSAT Licenses from MRP to
Intellicom.
2. Intellicom shall act as MRP's agent to conduct the day-to-day
operations of the VSAT Facilities, under MRP's overall control. Such VSAT
Facilities will be used for the benefit of the overall business operation,
regardless of whether ownership of the business is held by MRP or Intellicom.
Intellicom shall, under the supervision of MRP, maintain and operate the VSAT
Facilities in good working order in accordance with its licensed specifications
and the rules and regulations of the FCC.
3. Intellicom shall, at its own expense, pay for all financial
obligations necessary for the on-going operation of the VSAT Facilities, except
that Intellicom will be required to incur only those expenses and obligations
that are appropriate and necessary for the operation of the VSAT Facilities.
4. Intellicom shall cooperate with MRP so the latter may have
unfettered use of and access to the VSAT Facilities and fulfill its obligations
under this Agreement, as well as its obligations under current FCC rules and
policies.
5. Intellicom shall consult with MRP regarding the hiring and firing of
personnel involved in the day-to-day operations of the VSAT Facilities.
6. Notwithstanding any other provision hereof, MRP shall continue to
have ultimate responsibility to operate, maintain and control the VSAT Licenses.
MRP shall determine and carry out policy decisions, including preparing and
filing applications with the FCC, with respect to the VSAT Licenses.
7. MRP expressly reserves the right to review Intellicom's proposals
for operation of the VSAT Facilities in conjunction with the VSAT Licenses. MRP
acknowledges, however, that approval of Intellicom's proposals with regard to
the VSAT Facilities shall not be unreasonably withheld, so long as such approval
conforms with FCC rules and regulations.
8. Intellicom shall pay to MRP an amount of $1.00 per month for the use
of the VSAT Licenses during the term of this Agreement.
9. Intellicom shall fully indemnify MRP for any forfeitures assessed
relating to the licensing of the VSAT Licenses either prior to or during the
term of this Agreement.
10. This Agreement shall become effective on the date of execution and
shall remain in effect until: (i) the FCC approves the assignment to Intellicom
of the VSAT Licenses and the assignment of license has been consummated; or (ii)
one year after the date on which the FCC's denial of the assignment to
Intellicom has become final; or (iii) as otherwise extended by written agreement
of the parties.
11. To the extent any terms herein conflict with the provision of the
Asset Purchase Agreement, the provisions of the Asset Purchase Agreement shall
control, so long as such provisions comply with FCC rules and regulations.
IN WITNESS WHEREOF, the parties have executed this Management Agreement as of
the day and year first above written.
MEACHIM & XXXXXX PARTNERSHIP
By: /s/ Xxxxx Xxxxxxx
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INTELLIGENT COMMUNICATIONS, INC.
By: /s/ Xxxxxxxxx X. Xxxxxx
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