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Contribution Agreement

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Title:

Contribution Agreement

Entities:

ICO Global Communications

Date:

2005

Size:

72KB total

Price:

$34

ID:

#1359498

► Financing ► Contribution Agreements

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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

Winstar Economic Area Licenses (39GHz Auction)


ID	Licensee	EA	Call Signs	Market Name	Channel
1.	Winstar Spectrum, LLC	BEA001	WPQU237	Bangor, ME	2
2.	Winstar Spectrum, LLC	BEA001	WPQU430	Bangor, ME	5
3.	Winstar Spectrum, LLC	BEA001	WPQU501	Bangor, ME	6
4.	Winstar Spectrum, LLC	BEA001	WPQU625	Bangor, ME	8
5.	Winstar Spectrum, LLC	BEA001	WPQU809	Bangor, ME	11
6.	Winstar Spectrum, LLC	BEA001	WPQU895	Bangor, ME	12
7.	Winstar Spectrum, LLC	BEA001	WPQU971	Bangor, ME	13
8.	Winstar Spectrum, LLC	BEA001	WPQV215	Bangor, ME	14
9.	Winstar Spectrum, LLC	BEA002	WPQU431	Portland, ME	5
10.	Winstar Spectrum, LLC	BEA002	WPQU502	Portland, ME	6
11.	Winstar Spectrum, LLC	BEA002	WPQU553	Portland, ME	7
12.	Winstar Spectrum, LLC	BEA002	WPQU626	Portland, ME	8
13.	Winstar Spectrum, LLC	BEA002	WPQU673	Portland, ME	9
14.	Winstar Spectrum, LLC	BEA002	WPQU810	Portland, ME	11
15.	Winstar Spectrum, LLC	BEA002	WPQU972	Portland, ME	13
16.	Winstar Spectrum, LLC	BEA003	WPQU432	Boston-Worcester-Lawren	5
17.	Winstar Spectrum, LLC	BEA003	WPQU503	Boston-Worcester-Lawren	6
18.	Winstar Spectrum, LLC	BEA003	WPQU554	Boston-Worcester-Lawren	7
19.	Winstar Spectrum, LLC	BEA003	WPQU674	Boston-Worcester-Lawren	9
20.	Winstar Spectrum, LLC	BEA003	WPQU752	Boston-Worcester-Lawren	10
21.	Winstar Spectrum, LLC	BEA003	WPQU811	Boston-Worcester-Lawren	11
22.	Winstar Spectrum, LLC

End of Preview

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