Exhibit 10.5
CONTRIBUTION
AGREEMENT
This Contribution (“
Contribution Agreement ”) is made and entered into as
of January 31, 2005, by and between Winstar Communications, LLC, a
Delaware limited liability company (“ Transferor
”), and IDT Spectrum, Inc. a Delaware corporation (“
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 Transferor’s 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.
1
IN WITNESS WHEREOF
, the parties hereto have executed
this Contribution Agreement as of the date first written
above.
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WINSTAR COMMUNICATIONS, LLC
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By:
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/s/ Abilio Pereira
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Name:
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Abilio Pereira
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Title:
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CFO
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AGREED AND
ACCEPTED:
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IDT SPECTRUM, INC.
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By:
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/s/ Joseph Sandri
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Name:
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Joseph Sandri
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Title:
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President
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2
SCHEDULE A
Section 1 –
General
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1.
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All customers
of Transferor’s private line business (“Private Line
Business”) and their associated receivables as of December
31, 2004, including, but not limited to, those set forth in
Section 2 of this Schedule A .
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2.
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All
non-optronic equipment in Transferor’s warehouse located at
401 Pencader Drive, Newark, Delaware 19702, including, but not
limited to, the assets set forth in Section 3 of this
Schedule A .
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3.
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All servers,
systems databases, computers, equipment and in-house developed
software supporting the Private Line Business, including, but not
limited to engineering related equipment, material and systems
housed at Transferor’s facility located at 2350 Corporate
Park Drive, Herndon, VA 20171 (the “ Herndon Facility
”).
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4.
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All servers,
computers, printers, copiers, furniture, in Transferor’s
regulatory office located at 1850 M Street, NW, Suite 300,
Washington, DC 10036 (the “ DC Office
”).
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5.
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All physical
files related to the Private Line Business, including, but not
limited to those housed at the Herndon Facility, the DC Office and
520 Broad Street, Newark, NJ 07012.
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6.
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All Computers
used by Winstar Communications personnel being transferred to IDT
Spectrum.
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7.
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All contractual
and other rights of Transferor relating to the Private Line
business including without limitation the contracts set forth in
Section 4 of this Schedule A .
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3
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Last Name
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Account
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Mso
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0_30
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31_45
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46_60
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61_75
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75_90
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91_120
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Abc Inc
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4250513177
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16
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$
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4,572.80
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$
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0.00
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$
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0.00
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$
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0.00
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$
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0.00
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$
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0.00
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Abn Amro
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425897
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