Contribution Agreement between Winstar Spectrum, LLC and IDT Spectrum, LLC (March 30, 2005)
Winstar Spectrum, LLC and IDT Spectrum, LLC, both Delaware limited liability companies, entered into this agreement on March 30, 2005. Winstar Spectrum agreed to transfer all rights, title, and interest in 15 LMDS licenses to IDT Spectrum to maximize the value of these assets. The agreement is for the exclusive benefit of IDT Spectrum and its successors, and is governed by New Jersey law. No warranties or representations are made by Winstar Spectrum regarding the assets transferred.
Exhibit 10.16
Executable Copy
CONTRIBUTION AGREEMENT
This Contribution (Contribution Agreement) is made and entered into as of March 30, 2005, by and between Winstar Spectrum, LLC, a Delaware limited liability company (Transferor), and IDT Spectrum, LLC., a Delaware limited liability company (Transferee).
WHEREAS, Transferor is an affiliate of Transferee; and
WHEREAS, Transferors member 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.
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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: | Chief Executive Officer | |
AGREED AND ACCEPTED: | ||
IDT SPECTRUM, LLC | ||
By: | /s/ John C. Petrillo | |
Name: | John C. Petrillo | |
Title: | Chief Executive Officer |
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SCHEDULE A
IDT Spectrum, LLC
15 LMDS Licenses (Transferred on March 30, 2005)
ID. | Call Sign | BTA | Service Area | Expiration Date | ||||
1. | WPOH623 | BTA 208 | Ithaca, NY | 8/10/08 | ||||
2. | WPOH624 | BTA 404 | San Francisco-Oakland-San Jose, CA | 8/10/08 | ||||
3. | WPOH625 | BTA 389 | Sacramento, CA | 8/10/08 | ||||
4. | WPOH626 | BTA 157 | Fresno, CA | 8/10/08 | ||||
5. | WPOH627 | BTA 303 | Modesto, CA | 8/10/08 | ||||
6. | WPOH628 | BTA 079 | Chico-Oroville, CA | 8/10/08 | ||||
7. | WPOH629 | BTA 174 | Greensboro-Winston-Salem-High Point, NC | 8/10/08 | ||||
8. | WPOH630 | BTA 336 | Orlando, FL | 8/10/08 | ||||
9. | WPOH631 | BTA 320 | New Orleans, LA | 8/10/08 | ||||
10. | WPOH632 | BTA 324 | Norfolk-Virginia Beach-Newport News-Hampton, VA | 8/10/08 | ||||
11. | WPOH633 | BTA 399 | Salt Lake City-Ogden, UT | 8/10/08 | ||||
12. | WPOH634 | BTA 365 | Provo-Orem, UT | 8/10/08 | ||||
13. | WPOH635 | BTA 136 | Fairbanks, AK | 8/10/08 | ||||
14. | WPOH636 | BTA 221 | Juneau-Ketchikan, AK | 8/01/08 | ||||
15. | WPOH637 | BTA 492 | American Samoa | 8/10/08 |
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