Preview | Contribution Agreement |

Document Preview

Contribution Agreement

Click "Add to Cart" button to purchase document.
Documents are emailed immediately after purchase.
You can also browse documents by title, category, or company... or click here for help finding documents.

Title:

Contribution Agreement

Entities:

ICO Global Communications

Date:

2005

Size:

46KB total

Price:

$40

ID:

#1359444

► Financing ► Contribution Agreements

Start of Preview

CONTRIBUTION AGREEMENT

This Contribution (Contribution Agreement) is made and entered into as of December 29, 2004, by and between Winstar Spectrum, LLC, a Delaware limited liability company (Transferor), and IDT Spectrum, LLC. a Delaware limited liability company (Transferee).

WHEREAS, Winstar Holdings, LLC (Holdings) is the sole shareholder of Transferor and Transferee; and

WHEREAS, Holdings has decided to redeploy certain assets of Transferor by transferring them to Transferee in order to maximize their income producing value;

NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. Contribution. Transferor hereby contributes, transfers and assigns to Transferee and its permitted assigns, forever, without recourse, representation or warranty, all of Transferors right, title and interest in and to the assets set forth on Schedule A hereto.

2. Exclusive Benefit. Nothing in this Contribution Agreement, express or implied, is intended to, or shall be construed to confer upon, or give to, any person, firm, corporation or entity other than Transferee, its successors and assigns, any remedy or claim under or by reason this Contribution Agreement or any provisions hereof, and all the provisions contained herein shall be for the exclusive benefit of Transferee, its successors and assigns.

3. Governing Law. This Contribution Agreement shall be governed by, and construed in accordance with, the laws of the State of New Jersey, without regard to conflicts of laws principles thereof.

4. Counterparts. This Contribution Agreement may be executed in one or more counterparts, each of which shall be deemed an original and both of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Contribution Agreement as of the date first written above.


WINSTAR SPECTRUM, LLC

By:		/s/ Abilio Pereira
Name:		Abilio Pereira
Title:		CFO

AGREED AND ACCEPTED:

IDT SPECTRUM, LLC

By:		/s/ Joseph Sandri
Name:		Joseph Sandri
Title:		President

SCHEDULE A

IDT Spectrum, LLC


ID	Call Sign	Radio Service	Status	Expiration Date
1	WLK701	CF	Active	02/01/2011
2	WLK739	CF	Active	02/01/2011
3	WLK899	CF	Active	02/01/2011
4	WLL528	CF	Active	02/01/2011
5	WLL529	CF	Active	02/01/2011
6	WLM209	CF	Active	02/01/2011
7	WLN618	CF	Active	02/01/2011
8	WLN704	CF	Active	02/01/2011
9	WLR286	CF	Active	02/01/2011
10	WLU570	CF	Active	02/01/2011
11	WMG811	CF	Active	02/01/2011
12	WMG833	CF	Active	02/01/2011
13	WMN337	CF	Active	02/01/2011
14	WMN343	CF	Active	02/01/2011
15	WMN346	CF	Active	02/01/2011
16	WMQ298	CF	Active	02/01/2011
17	WMQ299	CF	Active	02/01/2011
18	WMQ544	CF	Active	02/01/2011
19	WMT531	CF	Active	02/01/2011
20	WMT603	CF	Active	02/01/2011
21	WMT604	CF	Active	02/01/2011
22	WMT608	CF	Active	02/01/2011
23	WMT647	CF	Active	02/01/2011
24	WMT648	CF	Active	02/01/2011
25	WMT649	CF	Active	02/01/2011
26	WMT672	CF	Active	02/01/2011
27	WMT677	CF	Active	02/01/2011
28	WMT817	CF	Active	02/01/2011
29	WMT819	CF	Active	02/01/2011
30	WMT822	CF	Active	02/01/2011
31	WMW288	CF	Active	02/01/2011
32	WMW290	CF	Active	02/01/2011
33	WMW519	CF	Active	02/01/2011
34	WMW520	CF	Active	02/01/2011
35	WMW521	CF	Active	02/01/2011
36	WMW858	CF	Active	02/01/2011
37	WMW860	CF	Active	02/01/2011
38	WMW861	CF	Active	02/01/2011
39	WMW862	CF	Active	02/01/2011
40	WNPG365	CF	Active	06/04/2007

Page 3 of 30


41	WNPG374	CF	Active	06/04/2007
42	WPJA781	CF	Active

End of Preview

Home Intelligence Services Subscriptions News About Us