This text is machine-read, and may contain errors. Check the original document to verify accuracy.
A61618
NUMBER
DATE
BUYER
NJ OB625-0230 PHONE
I - - - - - - - - - - - - - - - - - - - i EFFECTIVE
DATE
EXPIRATION DATE
T-NUMBER
CONTRACTOR
GLOBAL TEL*LINK
2609 CAMERON STREET
MOBILE
VENDOR NO.
VENDOR PHONE
FEIN/SSN
REQ AGENCY
AL
36607
09/15/05
ANTOINETTE LAUDATI
PAGE:
(609) 984-6265
04/01/05
03/31/10·
T1934
GLOBAL TEL*LINK
--
--_.
_
.
--..
~ \ 800 1489-4500
: 822050
. BUREAU OF PURCHASE
AGENCY REQ NO. :
PURCH REQ NO. ; 1020302
FISCAL YEAR
: 05
COMMODITY CODE: 91577
SOLICITATION #: 32533
BID OPEN DATE : 03/15/02
TERM CONTRACT FROM: 04/01/05 TO: 03/31/10 ESTIMATED AMOUNT:
1.
2.
3.
4.
5.
6.
7.
8.
9.
$ 20,000,000.00
ORDERING PERIOD:
CONTRACT BEGINNING ORDERING PERIOD 15:04/01/05
CONTRACT ENDING ORDERING PERIOD DATE 15:03/31/10
F.O.B. POINT:
DESTINATION
DELIVERY
DELIVERY WILL BE MADE WITHINAS SPECIFIED ELSEWHER
UNLESS
SPECIFIED DIFFERENTLY ON EACH LINE OR UNLESS AN ALTERNATE
DELIVERY SCHEDULE IS INDICATED. AN ALTERNATE DELIVERY
SCHEDULE IS ENCLOSED HEREIN:YES
CASH DISCOUNT TERMS: CASH DISCOUNT TERMS AREOO.OOI.
DAYS.
PERFORMANCE BOND:
PERFORMANCE BOND REQUIRED:YES ; DATE REQUIREDOO/OO/OO
AMOUNT
$500,000; PERCENT OF CONTRACT 0.001.
RETAINAGE:
RETAINAGE PERCENT IS 0.001.
COOPERATIVE PROC:
THIS CONTRACT IS AVAILABLE FOR POLITICAL SUBDIVISION USE UNDER
THE COOPERATIVE PROCUREMENT PROGRAM~O
BID REFERENCE NO:
YOUR BID REFERENCE NUMBER IS:02-X-32533
AWARDED LINES:
YOU WERE AWARDED
1 LINES FROM THE SOLICITATION NUMBER32533 •
THESE LINES ARE INCLUDED AS A PART OF THIS CONTRACT.
ALL TERMS AND CONDITIONS AS A PART OF SOLICITATION NUMBER32533 INCLUDING ANY ADDENDA
THERETO AND ALSO INCLUDING THE BIDDER'S PROPOSAL AS ACCEPTED BY THE STATE ARE
INCLUDED HEREIN BY REFERENCE AND MADE PART HEREOF EXCEPT AS SPECIFIED HEREIN
THIS IS NOTICE OF ACCEPTANCE BY THE DIRECTOR OF THE DIVISION OF PURCHASE AND
PROPERTY ACTING FOR AND ON BEHALF OF THE STATE OF NEW JERSEY, OF THE OFFER
REFERENCED ABOVE BY YOUR FIRM WHOSE NAME AND ADDRESS APPEAR ABOVE.
BUYER
DATE
***
ORIGINAL SIGNED
***
FOR DIRECTOR
DATE
DIVISION OF PURCHASE AND PROPERTY
USING AGENCIES CANNOT PROCESS INVOICES FOR PAYMENT OF DELIVERED
GOODS AND/OR SERVICES UNTIL THE PROPERLY EXECUTED BOND HAS BEEN
RECEIVED AND ACCEPTED BY THE PURCHASE BUREAU.
PURCHASE BUREAU (FILE COpy)
..
TERM CONTRACT
iJRICE S'1EET
BUREAU OF PURCHASE
PURCHASE BUREAU
.
STATE OF NEW JERSEY
33 WEST STATE ST 8TH FL
PO BOX 230
TRENTON
LINt
NO.
NUMBER
T-NUMBER
CONTRACTOR:
NJ
PAGE
: A61618
: T1934
2
GLOBAL TEL*LINK
08625-0230
t.::. I !MA I t.u
COMMODITY/SERVICE DESCRIPTION
QUANTITY
UN!
t'1<!\';t.
PERCENT DISCOUNTS
LOT
NET
UNLESS SPECIFIED OTHERWISE BELOW:
SHIP TO:
Rl
STA fE-WI DE ONLY
00001 COMMOOITY CODE: 915-77-024639
[TELEPHONE SERVICES. LONG DISTANCE AND ... ]
OR
UNIT
ITEM DESCRIPTION:
COMMISSION FOR LOCAL. INTRALATA ANO
INTERLATA
PURCHASE BUREAU (FILE COpy)
t.ft.lt.NIJt.U AMI
IF APPLI CABLE
OEPAR~:dENT OF THE TREASURY
. PURCHASE BUREAU
REPORT
DATE:
8/2/05
NUMBER OF
BIDS MAILED
NUMBER OF
n/a
BIDS RECENED:
n/a
EXPIRATION DATE OF
RECOMMENDED VENDOR:
n/a
SUBJECT: Inmate/Resident Telephone
Control Service
TO:
FROM:
RECOMME
It is recommended that approval be given for the assignment of the Inmate./Resident Telephone Control Service under
Contract No. A61618 from AT&T to Global Tel-Link Corporation. This service is provided under the Inmate/Resident
Telephone Control Services, T1934.
JUSTIFICATION
The original contract was awarded to AT&T. AT&T - TCG was acquired by Global Tel-Link Corporation (Gores).
Attached is a copy of the Assignment Agreement, Ownership Disclosure Form, MacBride Principles and the Affirmative
Action Form. Global Tel-Link Corporation is registered with the Division of Revenue. Global Tel-Link is in compliance
with Executive Order 134.
The original contract holder was AT&T Corporation, 32 Avenue of the Americas, New York, NY 10013,
FID#
The new contract holder is Global Tel Link Corporation, 2609 Cameron Street, Mobile, Alabama 36607, F I D A _
Contact Person: Timothy Miller, Phone: 732-928-7600.
A performance bond in the amount of $500,000.00 is required. A Performance Bond package in the amount of $500,000
will be forwarded to Global Tel Link Corporation for completion.
Submitted By
~ L~
Ari oinette Laudati
Attachments:
1.
1.
2.
3.
4.
5.
Assignment Agreement
Ownership Disclosure
Affirmative Action
MacBride Principles
Division of Revenue
EO 134 Compliance
APPROVALS:
.b.-~~7..
ASSIGNMENT AGREEMENT
This ASSIGNMENT AGREEMENT is made this the2nd day of June, 2005 by and between AT&T Corp.,
hereinafter "Assignor", having its principal office at One AT&T Way, Bedminster, NJ 07921 and Global
Tel*Link Comoration hereinafter "Assignee", having its principal office at 2609 Cameron Street, Mobile,
AL 36607, in consideration of the mutual covenants herein contained and other good and valuable
consideratioD" the sufficiency of which is hereby acknowledged, witnesseth:
.
.
.
WHEREAS, Assignor entered into a Contract with the State of New Jersey, hereinafter State, identified as
. Number A61618, hereinafter "Contract"; WHEREAS, the Contract has an expiration date ·of March 31,
2010, as may.be extended as permitted therein; WHEREAS, Assignor wishes to assign all of its rights and
obligations under the Contract to Assignee; and WHEREAS, the Contract requires the prior written consent
of the Director, Division of Purchase and Property, Department of Treasury, State of New Jersey, for: the
.
assignment thereof, see Section 311 of the Standard Terms and Conditions.
NOW THEREFORE, Assignor and Assignee agree as follows:
1.
2.
3.·
. Assignor and Assignee hereby agree that Assignor shall assign all its right, title and
interest, and delegate all its obligations, responsibilities and duties, in and to the contract,
to the Assignee.
.
Assignee hereby accepts the assignment of all Assignor's obligations, responsibilities and
duties under the Contract and all of its Assignor's right, title and interest in and to the
Contract.
Notwithstanding the foregoing, Assignor agrees to defend and indemnify the State from
any and all claims, actions, judgments, liabilities, proceedings and costs, including
reasonable attorneys' fees and other costs of defense and damages, resulting from
. Assignor's performance prior to the assignment of the contract.
4. .
Assignee agrees to indemnify the State from any and all claims, actions, jud.gments,
liabilities, proceedings and costs, inclUding reasonable attorneys' fees and other costs of
defense and damages, resulting from Assignees' performance after the assignment of the
Contract.
.
.
5,.
The State in executing its consent to the Assignment, does not release Assignor from any
claims or remedies it may have against Assignor under the Contract.
IN WITNESS WHEREOF, the parties set their hands and seals as of the date fIrst above written by heir
duly authorized representatives,
.
DAVID PESTER
(Assignor - Please Print)
Approved:
~so
CC)J2
CLu:- 1c ~
TERESA RIDGEWAY
(Assignee - ease Print)
1(,4 J05-
~ Director, Division of Purchase and Property
OWNERSHIP DISCLOSURE FORM
PAGE
NUMBER
OPEN DATE
T-NUMBER
BIDDER
INSTRUCTIONS: Provide below the names, home addresses, dates of birth, offices held and any ownership interest of all officers of the firm named
above. If additional space is necessary, provide on an attached sheet.
OWNERSHIP INTEREST
NAME
HOME ADDRESS
OFFICE HELD
(Sharo:":unod or % of Partnership)
Brian Oliver
CEO
eraig
President
-
INSTRUCTIONS: Provide below the names, home addresses. dates of birth. and ownership interest of all individuals not listed above. and any partnerships,
corporations and any other owner having a 10% or greater interest in the firm named above. If a listed owner is a corporation or partnership, provide below the same
information for the holders of 10% or more Interest in that corporation or partnership. If additional space is necessary. provide that information on an attached sheet.
If there are no owners with 10% or more interest in your finn. enter "None" below. Complete the certification at the bottom of this form. If this form has
previously been submitted to the Purchase Bureau in connection with another bid. indicate changes, If any, where appropriate. and complete the certification below.
NAME
HOME ADDRESS
GQ;EL Holdings
DATE OF BIRTH
6260 Lookout Road
Boulder, CO 80301
OFFICE HELD
OWNERSHIP INTEREST
% of Partnership)
(Shares Owned or
MIA
N/A
75%
COMPLETE ALL QUESTIONS BELOW
1. Within the past five years has another company or corporation had a 10% or greater interest in the firm identified above? (If yes.
complete and aaach a separate disclosure form reflecting previous ownership interests.)
YES
NO
_X_ _
Z. Has any person or entity listed in this form or its attachments ever been arrested. charged. indicted or convicted in a criminal or
disorderly persons matter by the State of New Jersey. any other state or the U.S. Government? (If yes, attach a detailed explanation for
each instance.)
x
3. Has any person or entity listed in this form or its attachments ever been suspended. debarred or olherwise declared ineligible by any
agency of government from bidding or contracting to provide services, labor, material or supplies? (If yes, attach a detailed explanation
for each instance.)
x
4. Are there now any criminal matters or debanment proceedings pending in which the firm and/or Its officers and/or managers are
x
involved? (If yes, attach a detailed explanation for each instance.)
5. Has any federal, state or local license. permit or other similar authorization, necessary to perform the work applied for herein and held or
applied for by any person or entity listed in this form, been suspended or revoked. or been the subject of any pending proceedings
specifically seeking or litigating the issue of suspension or revocation? (If yes to any part of this question, aaach a detailed explanation
for each instance.)
x
CERTIFICATION: I, being,duly sworn upon my oath, hereby represent and state that the foregoing inrormation and any attachments thereto to the best of my
knOWledge are true and complete. I acknowledge that the State of New Jersey is relying on the information contained herein and lhereby acknOWledge that I am
uncler a continuing obligation from the date of this certification through the completion of any contracts with the State to notify the State in writing
of any changes to the answers or information contained herein. I acknowledge that I am aware that it is a criminal offense to make a false statement or
misrepresentation in this certification. and if I do so. I recognize that I am su~ect to criminal prosecution under the law and that it will also constitute a material
breach of my agreement(s) with the State of New Jersey and that the State at Its option, may declare any contract(s) resUlting from this certification void and
unenforceab Ie.
I, being duly authoriZed. certify that the information supplied above, including all attached pages, is co
all of the foregoing statements made by me are true. I am aware that if any of the foregoing statemen
COMPANY NAME:
Globaa: 1 Tel *Li uk Corpora tiou
r. .JooL/o.lo........S.Lt.lo<...lor,,Jiei i.......
..:e t<--_ _
ADDRESS: _ .....2
...6
........0:...9"--...
C....a....m"-uoe...
{
PRINT OR TYPE {
{
Mobile, AL 36607
FEIN/SSN#:
P8-00F.'
Secretary
Date:
R4/99
a the best of my knOWledge. I certify that
Willfully false, I am subject to punishment.
_-'5:0,,</--'2.....7....../'-'0.....5
(Title)
_
- - - - - - - - - - - - - - - - - - - - -_ _1
~lobal Tel*Link Corporat&on Ownership Disclosure Form (Cont'd)
NAME
HOME ADDRESS
Teresa Ridgeway
Steve Yow
DATE OF BIRTH
OFFICE HELD
Secretary
Treasurer
OWNERSHIP
INTEREST
•
Global Tel*Link Corporation
Prior Ownership Disclosure Form
Through January 31, 2005 Global Tel*Link Corporation
was a wholly owned sUbsidiary of Schlumberger Tedhnologies,
Inc. (NYSE: SLB)
2609 Cameron Street
Mobile, Alabama 36607
P. (251) 479-4500
F • (251) 473~4588
www.globaltellink.com
CERTIFICATE OF RESPONSIBLE OFFICER
This Certificate is being provided by Global Tel*Link Corporation ("GTL") in
connection with the acquisition by GTL of certain assets and subsidiaries from AT&T
Corporation that are engaged in the telecommunications payphone business in certain prisons,
airports and other locations and commonly known as AT&T's "National Public Markets" unit
(the ''NPM Business").
I, Teresa Ridgeway, am Secretary of GTL. In my capacity as an officer of the Company
and not in my individual capacity, I hereby certify that on June 2, 2005, GTL. acquired, in their
entirety, the assets of the NPM Business including all of the outstanding capital stock of TCG
Payphones, Inc. and TeG Public Communications, Inc. I further certify that GTL has accepted
the rights, responsibilities, assets and liabilities of all contracts of the NPM Business, including
those of said subsidiari~s, effective as of such date.
IN WIlNESS WHEREOF, I hereby certify that the foregoing is true and correct.
Executed this 7th day of June, 2005.
GLOBAL TEL*L~/?ORPORATION
B:
7:Jh
eresa L. Ridgeway
Secretary & Vice President of Administration
INTEGRITY
INNOVATIOl'
RESPONSIVENES~
, ::::COUNTABILITY
State of New Jersey
FormAA-302
Rev. 6/97
AFFIRMATIVE ACTION EMPLOYEE INFORMATION REPORT
IMPORTANT: READ INSTRUCTIONS ON BACK OF FORM CAREFULLY BEFORE COMPLETING FORM, TYPE OR PRINT IN SHARP BALL
POINT PEN. FAILURE TO PROPERLY COMPLETE THE ENTIRE FORM MAY DELAY ISSUANCE OF YOUR CERTIFICATE
SECTION A - COMPANY IDENTIFICATION
1. FID.NO OR SOCIAL SECURITY
2. TYPE OF BUSINESS
;'-01. MFG.
0 2. SERVICE
4. RETAIL
J
o
3. TOTAL NO. EMPLOYEES IN THE ENTIRE
03. WHOLESALE
0 5. OTHER
COMA6.NY
146
4. COMPANY NAME
Global Tel*Link Corporation
5. STREET
CITY
2609 Cameron
COUt:lTY
o
MO
Mobile
6. NAME OF PARENT OR AFFILIATED COMPANY <IF NONE, SO INDICATE)
CITY
7. DOES THE ENTIRE COMPANY HAVEATOTAL OF ATLEAST 50 EMPLOYEES?
o
YES
ZIP CODE
STATE
ex
181
SINGLE-ESTABLISHMENT EMPLOYER
AL
STATE
36607
ZIP CODE
80301
CO
BOUlder
GTEL Holdlings
8. CHECK ONE: ISTHE COMPANY:
b l' 1 e
0
NO
MULTI-ESTABLISHMENT EMPLOYER
0
9. IF MULTI-ESTABLISHMENT EMPLOYER, STATE THE NUMBER OF ESTABLISHMENTS IN N.J.
1j 0
10. TOTAL NUMBER OF EMPLOYEES AT ESTABLISHMENT WHICH HAS BEENAwAaDED THE CONTRACT
11. PUBLIC AGENCY AWARDING CONTRACT
CITY
ZIP CODE
STATE
New Jersey Department of Corrections
OFFICIAL USE ONLY
DATE RECEIVED-MO/OAYIYR
ASSIGNED CERTlFICATION NUMBER
SECTION B - EMPLOYMENT DATA
12. Report all permanent, temporary and part-time employees ON YOUR OWN PAYROLL. Enter the appropriate figures on all lines and in all columns. Where there are
no employees in a particular category, enter a zero. IncludeALL employees, not just those in minority categories. in columns 1,2 & 3.
MINORITY GROUP EMPLOYEES (Permanent)
ALL EMPLOYEES
JOB
FEMALE
MALE
Col. 1
TOTAL
(Cols.2&3)
Col. 2
MALE
Officials and Managers
23
19
4
1
1
Professionals
27
19
8
1
2
554
7
32
3
il~
10
2
29
1
5
CATEGORIES
Technicians
Sales Workers
Office and Clerical
Craftworkers (Skilled)
5
3
2
Col. 3
FEMALE
BLACK
HISPANIC
AMERICAN
INDIAN
ASIAN
1
1
2
1
AtdERICAN
INDIAN
HISPANIC
BLACK
ASIAN
1
4
1
1
16
1
1
4
2
1
Operatives (Semi-skilled)
Laborers (Unskilled)
Service Workers
TOTAL
Total employment from
Previous Report (If any)
92
146
20
5
1
9
54
Temporary and
Part-time EmployetlS
.
13. HOW WAS INFORMATION AS TO RACE OR ETHNIC GROUP IN SECTION B OBTAINED?
0', VISUAL SURVEY
:K!2. EMPLOYMENT RECORD
14. OATES OF fI'\X.R<;Ju..PER,/QtlJ"lSEO
FROM:
lL/,jl/Uj
03. OTHER (Specify)
16.
TlON REPORT (M-302) SUBMITIED?
1. YES
1 2/ 3 1 /04
TO:
15. IS THIS THE FIRST EMPLOYEE INFORMA·
6i
2. NO
0
IF NO, DATE OF LAST
REPORT SUBMmED
MO.
YEAR
SECTION C • SI
1 • NAME OF PERSON COMPLETING FORM (Print orT)'p9)
(CONTRAC70R EEO OFFICER)
TITLE
VP Of HR
Teresa Ridgeway
18. ADDRESS (NO. & STREET)
(City)
2609 Cameron Street
o
(
36607
Mobile,
AffirmativeAction Office
o
PublicAgency
D
Contractor
2005
NOTICE TO ALL BIDDERS
REQUIREMENT TO PROVIDE A CERTIFICATION
IN COMPLIANCE WITH MacBRIDE PRINCIPLES
AND NORmERN IRELAND ACT OF 1989
Pursuant to Public Law 1995, c.134, a responsible bidder selected,
after public bidding. by the Director of the Division of Purchase and
Property. pursuant to N.J.S.A. 52:34-12, or the Director of the
Division of Building and Construction, pursuant to N.J.S.A. 52:32-2,
must complete the certification below by checking one of the two
representations listed and signing where indicated. If a bidder who
would otherwise be awarded a purchase, contract or agreement does not
complete the certification. then the Directors may determine, in
accordance with applicable law and rules, that it is in the best
interest of the State to award the purchase, contract or agreement to
another bidder who has completed the certification and has submitted a
bid within five (5) percent of the most advantageous bid.
If the
Directors find contractors to be in violation of the principles which
are the subj ect of this law. they shall take such action as may be
appropriate and prOVided for by law, rule or contract. including. but
not limited to, imposing sanctions, seeking compliance. recovering
damages, declaring the party in default and seeking debarrment or
suspension of the party.
I ·certify, pursuant to N.J.S.A. 52:34-12.2, that the entity for
which I am authorized to bid:
___X_ has no ongOing business activities in Northern Ireland and does
not maintain a physical presence therein through the operation of
offices, plants. factories, or similar facilities, either directly or
indirectly,
through intermediaries,
subsidiaries or affiliated
companies over which it maintains effective control; or
___ will take lawful steps in good faith to conduct any business
operations it has in Northern Ireland in accordance with the MacBride
principles of nondiscrimination in employment as set forth in N.J.S.A.
52: 18A-89.5 and in conformance with the United Kingdom's Fair
Employment (Northern Ireland) Act of 1989, and permit independent
monitoring of their compliance with those principles.
I certify that the foregoing statements made by me are true. I am
aware that if any of the foregoing statements made by me are Willfully
false, I am subject to punishment.
Dated:
Print or Type
{ _---:::.T.::::e-=.r...:::e;..=s~a;L......;!R~l~·d~g=,-e",,-w.!lW<\,a.J-Y
;'T""_ _
{
Name
{
Secretary of the Corporation
Title
Global Tel*Link Corporation
Name of Company
PBMACB
2102
p
; 3
5
Zdn I
q
5
2 Sgs I 2£ I
STATE OF NEW JERSEY
BUSINESS REGISTRATION CERTIFICATE
Taxpayer Name:
GLOBAL TEL *LINK CORPORAnON
Trade Name:
Address:
2609 CAMERON STREET
MOBILE, AL 36607
Certificate Number:
0111841
Date of Issuance:
July 26, 2005
For Office Use Only:
20050726120752011
https://wwwl.state.nj.us/TYTR_BRC/servlet/commonIBRCLogin
7/26/2005
2 age 2 62 2
Laudati, Toni
From:
Antinoro, Katherine
Sent:
Thursday, Jury 07, 2005 9:38 AM
To:
Laudati, Toni
SUbject: EO 134 approval
Toni,
Global Tel Link Corporation (02-X-32533) and Teloquent Communications Corp. (27573) are in compliance with
Executive Order 134.
Thank you
Kathy
7/7/2005
Corporate Acknowledgement
State of
County of
t...;A~la~b~am~a~_ _
~M=o=b=i1=e
)
)
)
ss:
I CERTIFY that on August 17,2005, Teresa Ridgeway came before
me in person and stated to my satisfaction that he (she or they) :
(a)
made the attached instrument; and,
(b)
was authorized to and, did execute, this instrument on behalf of
and as Secretary of Global Tel*Link the entity named in this
instrument.
:t,,~dLMl»1 Itt(Nam fOfficer).
(Stamp or Seal)
...
ASSIGNMENT ANn ASSUMPTION AGREEMENT
This ASSIGNMENf AND ASSUMPTION AGREEMENT (this "Agreement")
is dated as of June 2. 2005, between AT&T CORP., a. New York corporation ("AT&T), and
certain of its subsidiaries n::ferrcd to in the Purchase Agreement (as defined below) as "Selling
Subsidiaries" (collectively with AT&T, "Assignors"). and GLOBAL TEL*LINK
CORPORATION, a Delaware corporation ("Global").
WITNESSETH:
WHEREAS, pursuant to that certain Assignment and Assumption Agreement,
dated April 28, 2005, by and between Global and GTEL Holdings, Inc., a Delaware corporation
(<<GTEL"), Global is vested with all of GTEL's rights and interests in, and has asswncd all of
GTEL's obligations under, that certain Purchase Agreement, dated as of FebwSI)' 17, 2005, by
Ilnd belw.een AT&T and GTEL (the "Purchase Agreement"); and
WHEREAS, AT&T and Globa! now desire to carry out the intent and purpose of
the Purchase Agreement by effecting (i) the sale and transfer of the Assets and th~ Shares by
Assignors to Global Bud (ii) the assumplioll of lhe Assumed 1,iabiJities by Global from
Assignors.
NOW, THEREFORE, in considemtion of the mutual promiscs, covenants and
,.
agreements contained herein and other good and valuable consideration, lhe receipt and
sufficiency of which are hereby acknowledged, the parties. hereto do hereby agree as follows:
1.
Definitions. CapitaJized temlS used herein (including the recitals hereto)
and not otherwise defined herein shall have the meaniogs given such tenDs in the Purchase
Agreem~t.
2.
A~signment of Assets and Shares. Assignors hereby sell, assign and
transfer to Glohal all of their right, tiUe and interest in and to the Assets and the Shares.
3.
Acceptance and Assumption. Global hereby accepts tho within sale,
assignment and transfer to Global of all of AS6ignors' right, title and interest in and to the Assets
and the Shares, and hereby undertakes and assumes, for tlle benefit of Assignors and their
respective successors and assigns, all of the Assumed Liabilities, and shall hereafter pay,
perform, satisfy and discharge the ASsttllled Liabilities.
4.
Non-contravention. Notwithstanding the foregoing, nothing in this
Agreement shall be construed to constitute an assignment or attempted assignment of any
agreement if the attempted assignment thereof without the consent of the other party thereto
would constitute a breach thereof. Any such agreements shall remain Subject to the provis'jons of
Section 7,7 of the Purchase Agreement.
5.
Further Assurances. Upon the reasonable request of a party herato. the
other party shall (nnd, i.f applicable, cause its subsidiaries to), at the cost and eKpen.se of the
requesting party, execute and deliver such further instruments of assignment, transfer,
N'l'OOCSJJ I96691i.2
conveyance) endoISement, direction or authorization and other documents as the requesting party
or its coum;el may rcagonably request in order to effectuate the pUIpos~s ofthi&: Agreement.
6.
Entire Agreem~t
This Agreement. together with the Purch&.!lc
Agreement. constitutes, on and as of the date hereof, the entire agreement of the parties hereto
with re&pect to the subject matter here04 and aU prior or contemporaneous understandings or
agreement5, whether written or oral, among such parties with respect lo the subject matter hereof
are hereby superseded in their entirelY. In the event of any conflicr between the tcnns hereof and
the terms of the Purchase Agreement) the tel1JlS ofthe Purchase Agreemenr shall govern.
7.
GOVERNING LAW.
nus AGREEMENT SHALL IN ALL RESPECTS
BE GOVER.NED BY, AND CONSTRUED IN ACCORDANCE wmI) THE LAW OF THE
STATE OP NEW YORK., APPLlCABLE TO CONTRACTS MADE AND TO BE
PERFORMED IN SUCH STATE.
8.
Miscellaneous. This Agreement (a) shaJl not be waived. amended or
modified except by an instrumenl in writing executed by the parties hereto, (b) may be executed
in separate counterparts, each of which when so executed sh.aH be deemed to be an original and
all of which taken together shall constitute one and the same agreement, and (c) shall be binding
upon the successors and assigns of the pllrties hereto. Section and tille headings in this
Agreement are for descriptive purposes only and shall nor control or alter the meaning of this
Agreement as set forth in the text.
[SigDatore page foUowsJ
NYDOCS/II',I(j(iCJ6.2
IN WITNESS WHEREOF, lhe parties hereto have executed this Assignment and
Assumption Agreement as of the day and year first above wrirten.
AT&T CORP.
By
.d~dj-
Name: H. David Schwartz
Title: Assistant Secretary
GLOBAL TEL-LINK CORPORATrON
By
Name:
Title:
, [Additiouo.l signature p.1ge follows]
iSignl.l[ure p:lgo: 1(' Assillnmenl and Assumption AVlXmcnlj
_
IN WITNESS WHEREOF, the parties hereto have executed this Assignment and
Assumption Agreoment as of the day and year fltSt above written.
AT&T CORP.
By
_
Name:
Title:
GLOBAL TEL*LINK CORPORA1'ION
B
Y~
Name: J5'~", ~~/o.O:1
Title: Vp -i /f-5-;,f. S~C"r:"tQ-,
[AddltlOll.ll1 signature page follows]
[Signarure p~te to Assignment and Assumplion Al,trccmenl)
"
AT&T COMMUNICATIONS OF NJ, LP,
~uccessor [0 AT&T Communications of New
Jersey, Inc.
By:
AT&T DELAWARE VALLEY, LtC,
ilo;
general partner
§[~t'l£¥
N~
By
Leonard W. Weitz
Title: Vice President
AT&T COMMUNICATIONS, INC.
By
~<.L!Z/(//c~
Name:1...eonard W. Weitz
Title: Vice President
TEl..EPORT COMMUNICATIONS OF
ROST
NC.
