Exhibit # 10.05a
Trussville
PURCHASE AGREEMENT
THIS PURCHASE AGREEMENT (hereinafter "Agreement") is made and entered
into of the 31st day of December 1995, by and between PERSONAL COMMUNICATIONS
SEPCTRUM V, A Nevada limited partnership. ("Partnership") and WESTERN TELEPHONE
& TELEVISION, ("COMPANY").
WITNESSETH
WHEREAS, pursuant to a Telephone and Cable Television License Agreement
between the Company and ▇▇▇▇▇▇▇ of Trussville ("Owner") the Company holds the
right to purchase License Agreement issued by the Owner to construct and operate
a private telephone and cable television system within above mentioned property;
and
WHEREAS, Personal Communications Spectrum, Owner, upon the exercise of
its right to purchase "Telephone and Cable Television License Agreement", shall
have transferred to it, the contract rights with all of its assets, both tangible
and intangible, including but not limited to all subscriber information and
contracts, telephone and cable, (including any underground cable,) television
license agreements, hardware, software, transmitting and receiving equipment
existing at the time such right to purchase is exercised; and
WHEREAS, the Company has entered Into a Supply Agreement (the "Supply
Agreement") with Western Telephone & Television in which the WT&T shall supply
the Partnership with equipment, wiring, cabling and management services pursuant
to the management agreement and
WHEREAS, the Company desires to make Private Telephone and Cable
Television services available to the residents of the Property and Company is
willing to provide such services in accordance with the terms and conditions of
this Telephone and Cable License Agreement.
NOW, THEREFORE, in consideration for the foregoing and mutual promises
set forth below, the parties agree as follows.
1. Purchase Price. The Investor shall purchase the Rights for the
total sum of $459,733.00 payment to made on the following terms:
A. $140,000 to be paid upon execution of this agreement.
B. $210, 000 to be paid 4/15/96
C. $109,955 to be paid no later than 9/23/96
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d. For system operation: including billing, maintenance,
marketing, subscriber services and other daily management responsibilities, the
Company will retain, pursuant to the Management Agreement, with the
Investor a 10% partnership Interest in residual partnership profits.
e. Cash flow available for distribution is divided as follows:
90% to the partnership
10% to the Management Company
f. Net proceeds from the sale or refinancing of the system
are divided 90% to the partnership and 10% to the Managing Company.
2. Representations and Warranties of Investor
Investor hereby represents and warrants the following:
a. The partnership acknowledges and understands that the
Company shall have no role in Partnership's raising of capital to finance the
purchase that is the subject of this Agreement or funding of the system or power
to approve or disapprove the method of financing;
b. Partnership acknowledges and understands that they shall
have no role in the day-to-day operation of the company.
3. Representations and Warranties of the Company
The Company hereby represents and warrants the following:
a. The Company, by this Purchase Agreement, is hereby
transferring its interest In the License Agreement to the partnership in
consideration of the promises and the mutual understandings herein contained.
B. The Company hereby represents that it will take
"Turnkey" responsibility for Initial system design and construction, including
selection and installation of all equipment and improvements necessary to
complete and maintain the system.
4. Assignment to Third Parties. The Company agrees that
partnership may freely assign or otherwise transfer all rights
afforded by this Purchase Agreement to any third party provided such
third party executes and agreement stating it is subject to all the
terms and conditions of this Purchase Agreement and that certain
Supply Agreement
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5. Counterparts. This Purchase Agreement may be executed in
one or more counterparts, each of which shall be deemed an original but all
of which together shall constitute one and the same instrument, The execution
of this Purchase Agreement may be by actual or facsimile signature.
6. Arbitration. Any controversy, dispute or claim arising
out of or relating to this Purchase Agreement, or Its interpretation,
application, implementation, breach or enforcement which the parties are unable
to resolve by mutual agreement, shall be settled by submission by either party
of controversy, claim or dispute to binding arbitration in Las Vegas,
Nevada (unless the parties agree in writing to a different location),
before a single arbitrator in accordance with the rules of the American
Arbitration Association then in effect. In any such arbitration proceeding
the parties agree to provide all discover doomed necessary by the
arbitrator. The decision and award made by the arbitrator shall be final,
binding and conclusive on all parties hereto for all purposes, and Judgment
may be entered thereon in any court having jurisdiction thereof.
7. Benefits. This Purchase Agreement shall be binding upon
and inure to the benefit of the parties hereto and there legal representatives,
successors and assigns.
8. Notices and Addresses. All notices, offers, acceptance and
any other acts under this Purchase Agreement (except payment) shall be in
writing, and shall be sufficiently given if delivered to the addresses in
person, by Federal Express or similar receipted delivery, by facsimile
delivery or, if mailed, postage prepaid, by certified mail, return receipt
requested, as follows:
Purchaser: Personal Communications Spectrum
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Seller: Western Telephone & Television
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
or such other address as either of them, by notice to the other may
designate from time to time. The transmission confirmation receipt from
the sender's facsimile machine shall be Conclusive evidence of successful
facsimile delivery. Time shall be counted to, or from, as the case may be,
the delivery in person or by mailing.
9. Oral Evidence. This Purchase Agreement constitutes the
entire Purchase Agreement between the parties and supersedes all prior oral
and written agreements between the parties hereto with respect to the subject
matter hereof. Neither this Purchase Agreement nor any provision hereof may
be changed, waived, discharged or terminated orally, except by a statement
in writing signed by the party or
parties against which enforcement or the change, waiver, discharge or
termination is sought.
10. Additional Documents The parties hereto shall execute such
additional instruments as may be reasonably required by their counsel in
order to carry out the purpose and Intent of this Purchase Agreement and to
fulfill the obligations of the parties hereunder.
11. Section or Paragraph Headings Section headings herein have been
inserted for reference only and shall not be deemed to limit or otherwise
affect, in any matter, or be deemed to interpret in whole or in part of the
terms or provisions of this Purchase Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Purchase
Agreement as of the date first above written.
WITNESSES:
WESTERN TELEPHONE & TELEVISION, SM.
____________________ By:/s/▇▇▇▇▇ ▇▇▇▇▇
Principal
____________________ PERSONAL COMMUNICATIONS SPECTRUM V
____________________ By:/s/▇▇▇▇▇▇ Suite
▇▇▇▇▇▇ Suite, Managing Partner