PAGE:A6161809/15/05ANTOINETTE LAUDATI(609) 984-626504/01/0503/31/10·T1934GLOBAL TEL*LINK

. -- --- --_. _..~ \ 800 1489-4500

VENDOR NO.VENDOR PHONEFEIN/SSNREQ AGENCY : 822050

. BUREAU OF PURCHASEAGENCY REQ NO. :PURCH REQ NO. ; 1020302FISCAL YEAR : 05COMMODITY CODE: 91577SOLICITATION #: 32533BID OPEN DATE : 03/15/02

36607AL

NUMBERDATEBUYER

NJ OB625-0230 PHONEI-------------------i EFFECTIVE DATE

EXPIRATION DATET-NUMBERCONTRACTOR

GLOBAL TEL*LINK2609 CAMERON STREETMOBILE

TERM CONTRACT FROM: 04/01/05 TO: 03/31/10 ESTIMATED AMOUNT: $ 20,000,000.00

1. ORDERING PERIOD: CONTRACT BEGINNING ORDERING PERIOD 15:04/01/05CONTRACT ENDING ORDERING PERIOD DATE 15:03/31/10

2. F.O.B. POINT: DESTINATION3. DELIVERY DELIVERY WILL BE MADE WITHINAS SPECIFIED ELSEWHER UNLESS

SPECIFIED DIFFERENTLY ON EACH LINE OR UNLESS AN ALTERNATEDELIVERY SCHEDULE IS INDICATED. AN ALTERNATE DELIVERYSCHEDULE IS ENCLOSED HEREIN:YES

4. CASH DISCOUNT TERMS: CASH DISCOUNT TERMS AREOO.OOI. DAYS.5. PERFORMANCE BOND: PERFORMANCE BOND REQUIRED:YES ; DATE REQUIREDOO/OO/OO

AMOUNT $500,000; PERCENT OF CONTRACT 0.001.6. RETAINAGE: RETAINAGE PERCENT IS 0.001.7. COOPERATIVE PROC: THIS CONTRACT IS AVAILABLE FOR POLITICAL SUBDIVISION USE UNDER

THE COOPERATIVE PROCUREMENT PROGRAM~O

8. BID REFERENCE NO: YOUR BID REFERENCE NUMBER IS:02-X-325339. 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 ADDENDATHERETO AND ALSO INCLUDING THE BIDDER'S PROPOSAL AS ACCEPTED BY THE STATE AREINCLUDED HEREIN BY REFERENCE AND MADE PART HEREOF EXCEPT AS SPECIFIED HEREIN

THIS IS NOTICE OF ACCEPTANCE BY THE DIRECTOR OF THE DIVISION OF PURCHASE ANDPROPERTY 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.

*** ORIGINAL SIGNED ***BUYER DATE FOR DIRECTOR DATE

DIVISION OF PURCHASE AND PROPERTY

USING AGENCIES CANNOT PROCESS INVOICES FOR PAYMENT OF DELIVEREDGOODS AND/OR SERVICES UNTIL THE PROPERLY EXECUTED BOND HAS BEEN

RECEIVED AND ACCEPTED BY THE PURCHASE BUREAU.PURCHASE BUREAU (FILE COpy)

..iJRICE S'1EET

BUREAU OF PURCHASEPURCHASE BUREAU .STATE OF NEW JERSEY33 WEST STATE ST 8TH FLPO BOX 230TRENTON NJ 08625-0230

TERM CONTRACT

NUMBER : A61618T-NUMBER : T1934

CONTRACTOR: GLOBAL TEL*LINK

PAGE

2

LINtNO. COMMODITY/SERVICE DESCRIPTION

t.::. I !MA I t.uQUANTITY

UN! t'1<!\';t. ORUNIT PERCENT DISCOUNTS

t.ft.lt.NIJt.U AMIIF APPLI CABLE

UNLESS SPECIFIED OTHERWISE BELOW:SHIP TO: RlSTAfE-WI DE ONLY

00001 COMMOOITY CODE: 915-77-024639[TELEPHONE SERVICES. LONG DISTANCE AND ... ]

ITEM DESCRIPTION:COMMISSION FOR LOCAL. INTRALATA ANOINTERLATA

LOT NET

PURCHASE BUREAU (FILE COpy)

OEPAR~:dENT OF THE TREASURY. PURCHASE BUREAU

REPORT NUMBER OFDATE: 8/2/05 BIDS MAILED

TO:FROM:

RECOMME

n/aNUMBER OFBIDS RECENED:

EXPIRATION DATE OFn/a RECOMMENDED VENDOR: n/a

SUBJECT: Inmate/Resident TelephoneControl Service

It is recommended that approval be given for the assignment of the Inmate./Resident Telephone Control Service underContract No. A61618 from AT&T to Global Tel-Link Corporation. This service is provided under the Inmate/ResidentTelephone 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 AffirmativeAction Form. Global Tel-Link Corporation is registered with the Division ofRevenue. Global Tel-Link is in compliancewith 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, FIDA_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 $500,000will be forwarded to Global Tel Link Corporation for completion.

Submitted By~L~Ari oinette Laudati

Attachments:

1. Assignment Agreement1. Ownership Disclosure2. Affirmative Action3. MacBride Principles4. Division of Revenue5. EO134 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 GlobalTel*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 valuableconsideratioD" 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 andobligations under the Contract to Assignee; and WHEREAS, the Contract requires the prior written consentof the Director, Division of Purchase and Property, Department of Treasury, State of New Jersey, for: theassignment thereof, see Section 311 of the Standard Terms and Conditions. .

NOW THEREFORE, Assignor and Assignee agree as follows:

1. . Assignor and Assignee hereby agree that Assignor shall assign all its right, title andinterest, and delegate all its obligations, responsibilities and duties, in and to the contract,to the Assignee. .

2. Assignee hereby accepts the assignment of all Assignor's obligations, responsibilities andduties under the Contract and all of its Assignor's right, title and interest in and to theContract.

3.· Notwithstanding theforegoing, Assignor agrees to defend and indemnify the State fromany and all claims, actions, judgments, liabilities, proceedings and costs, includingreasonable 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 ofdefense and damages, resulting from Assignees' performance after the assignment of theContract. . .

5,. The State in executing its consent to the Assignment, does not release Assignor from anyclaims 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 heirduly authorized representatives, .

DAVID PESTER(Assignor - Please Print)

Approved: CLu:- 1c~ 1(,4 J05-~so CC)J2 ~ Director, Division of Purchase and Property

TERESA RIDGEWAY(Assignee - ease Print)

OWNERSHIP DISCLOSURE FORM

NUMBEROPEN DATET-NUMBER

PAGE

BIDDER

-President

OFFICE HELDCEO

HOME ADDRESS

INSTRUCTIONS: Provide below the names, home addresses, dates of birth, offices held and any ownership interest of all officers of the firm namedabove. If additional space is necessary, provide on an attached sheet.

OWNERSHIP INTEREST(Sharo:":unod or % of Partnership)

eraig

NAME

Brian Oliver

OFFICE HELD

MIADATE OF BIRTH

N/AHOME ADDRESS

6260 Lookout Road

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 sameinformation 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 haspreviously been submitted to the Purchase Bureau in connection with another bid. indicate changes, If any, where appropriate. and complete the certification below.

OWNERSHIP INTEREST(Shares Owned or % of Partnership)

75%NAME

GQ;EL HoldingsBoulder, CO 80301

COMPLETE ALL QUESTIONS BELOW1. 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.)

Z. Has any person or entity listed in this form or its attachments ever been arrested. charged. indicted or convicted in a criminal ordisorderly persons matter by the State of New Jersey. any other state or the U.S. Government? (If yes, attach a detailed explanation foreach instance.)

YES

_X__NO

x3. 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 explanationfor each instance.)

4. Are there now any criminal matters or debanment proceedings pending in which the firm and/or Its officers and/or managers areinvolved? (Ifyes, 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 orapplied for by any person or entity listed in this form, been suspended or revoked. or been the subject of any pending proceedingsspecifically seeking or litigating the issue of suspension or revocation? (Ifyes to any part of this question, aaach a detailed explanationfor each instance.)

x

x

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 myknOWledge are true and complete. I acknowledge that the State of New Jersey is relying on the information contained herein and lhereby acknOWledge that I amuncler a continuing obligation from the date of this certification through the completion of any contracts with the State to notify the State in writingof 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 ormisrepresentation 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 materialbreach 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 andunenforceab Ie.

(Title)

a the best of my knOWledge. I certify thatWillfully false, I am subject to punishment.

Secretary

Date: _-'5:0,,</--'2.....7....../'-'0.....5 _

{PRINT OR TYPE {

{Mobile, AL 36607

P8-00F.' R4/99

I, being duly authoriZed. certify that the information supplied above, including all attached pages, is coall of the foregoing statements made by me are true. I am aware that if any of the foregoing statemen

COMPANY NAME: Globaa: 1Tel *Li uk Corpora tiou

ADDRESS: _ .....2...6........0:...9"--...C....a....m"-uoe...r...JooL/o.lo........S.Lt.lo<...lor,,Jieiii..:e.......t<--__

FEIN/SSN#:

---------------------__1

~lobal Tel*Link Corporat&on Ownership Disclosure Form (Cont'd)

NAME HOME ADDRESS DATE OF BIRTH OFFICE HELD OWNERSHIPINTEREST

Teresa Ridgeway

Steve Yow

Secretary

Treasurer

•

Global Tel*Link CorporationPrior Ownership Disclosure Form

Through January 31, 2005 Global Tel*Link Corporationwas a wholly owned sUbsidiary of Schlumberger Tedhnologies,Inc. (NYSE: SLB)

2609 Cameron StreetMobile, Alabama 36607

P. (251) 479-4500F • (251) 473~4588

www.globaltellink.com

CERTIFICATE OF RESPONSIBLE OFFICER

This Certificate is being provided by Global Tel*Link Corporation ("GTL") inconnection with the acquisition by GTL of certain assets and subsidiaries from AT&TCorporation 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 Companyand not in my individual capacity, I hereby certify that on June 2, 2005, GTL. acquired, in theirentirety, the assets of the NPM Business including all of the outstanding capital stock of TCGPayphones, Inc. and TeG Public Communications, Inc. I further certify that GTL has acceptedthe rights, responsibilities, assets and liabilities of all contracts of the NPM Business, includingthose of said subsidiari~s, effective as ofsuch date.

IN WIlNESS WHEREOF, I hereby certify that the foregoing is true and correct.

Executed this 7th day ofJune, 2005.

GLOBAL TEL*L~/?ORPORATION

B: 7:Jheresa L. Ridgeway

Secretary & Vice President ofAdministration

INTEGRITY INNOVATIOl' RESPONSIVENES~ , ::::COUNTABILITY

FormAA-302Rev. 6/97

State of New Jersey

AFFIRMATIVE ACTION EMPLOYEE INFORMATION REPORTIMPORTANT: 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 IDENTIFICATION1. FID.NO OR SOCIAL SECURITY

J2. TYPE OF BUSINESS

;'-01. MFG. 0 2. SERVICE 03. WHOLESALE

o 4. RETAIL 0 5. OTHER

3. TOTAL NO. EMPLOYEES IN THE ENTIRECOMA6.NY

1464. COMPANY NAME

Global Tel*Link Corporation5. STREET CITY COUt:lTYob l' 1 e2609 Cameron Mobile MO

STATE AL ZIP CODE 36607

7. DOES THE ENTIRE COMPANY HAVEATOTAL OFATLEAST50 EMPLOYEES?

6. NAME OF PARENT OR AFFILIATED COMPANY <IF NONE, SO INDICATE)

GTEL Holdlings

181 MULTI-ESTABLISHMENTEMPLOYER8. CHECK ONE: ISTHE COMPANY: o SINGLE-ESTABLISHMENT EMPLOYER

CITY

BOUlder

YES ex NO 0

STATE

COZIP CODE

80301

9. IF MULTI-ESTABLISHMENT EMPLOYER, STATE THE NUMBER OF ESTABLISHMENTS IN N.J. 0

10. TOTAL NUMBER OF EMPLOYEES AT ESTABLISHMENT WHICH HAS BEENAwAaDED THE CONTRACT 1 j 0

11. PUBLICAGENCY AWARDING CONTRACT CITY

New Jersey Department of CorrectionsSTATE ZIP CODE

OFFICIAL USE ONLYDATE RECEIVED-MO/OAYIYR ASSIGNED CERTlFICATION NUMBER

SECTION B - EMPLOYMENT DATA12. 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.

ALL EMPLOYEES MINORITY GROUP EMPLOYEES (Permanent)

JOB Col. 1 MALE FEMALECATEGORIES TOTAL Col. 2 Col. 3

AMERICAN AtdERICAN(Cols.2&3) MALE FEMALE BLACK HISPANIC INDIAN ASIAN BLACK HISPANIC INDIAN ASIAN

Officials and Managers 23 19 4 1 1

Professionals 27 19 8 1 2 1 1

Technicians 554 il~ 10 5 1 2 4 1Sales Workers 7 5 2 1 1

Office and Clerical 32 3 29 1 16 1

Craftworkers (Skilled) 3 2 1 1Operatives (Semi-skilled)

Laborers (Unskilled)

Service Workers

TOTAL

Total employment from146 92 2Previous Report (Ifany) 54 9 1 5 20 4

13. HOW WAS INFORMATION AS TO RACE OR ETHNIC GROUP IN SECTION B OBTAINED?. 0', VISUAL SURVEY :K!2. EMPLOYMENT RECORD 03. OTHER (Specify)

YEAR

2005

MO.

16. IF NO, DATE OF LASTREPORT SUBMmED

D Contractor

TITLE

VP Of HR

1. YES 6i 2. NO 0

15. IS THIS THE FIRST EMPLOYEE INFORMA·

TlON REPORT (M-302) SUBMITIED?

(

36607

o PublicAgency

SECTION C • SI

TO: 1 2/ 3 1/04

o AffirmativeAction Office

Temporary andPart-time EmployetlS

1 • NAME OF PERSON COMPLETING FORM (Print orT)'p9)(CONTRAC70R EEO OFFICER)

Teresa Ridgeway

14. OATES OF fI'\X.R<;Ju..PER,/QtlJ"lSEOFROM: lL/,jl/Uj

18. ADDRESS (NO. & STREET) (City)

2609 Cameron Street Mobile,

NOTICE TO ALL BIDDERSREQUIREMENT TO PROVIDE A CERTIFICATIONIN 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 andProperty. pursuant to N.J.S.A. 52:34-12, or the Director of theDivision of Building and Construction, pursuant to N.J.S.A. 52:32-2,must complete the certification below by checking one of the tworepresentations listed and signing where indicated. If a bidder whowould otherwise be awarded a purchase, contract or agreement does notcomplete the certification. then the Directors may determine, inaccordance with applicable law and rules, that it is in the bestinterest of the State to award the purchase, contract or agreement toanother bidder who has completed the certification and has submitted abid within five (5) percent of the most advantageous bid. If theDirectors find contractors to be in violation of the principles whichare the subj ect of this law. they shall take such action as may beappropriate and prOVided for by law, rule or contract. including. butnot limited to, imposing sanctions, seeking compliance. recoveringdamages, declaring the party in default and seeking debarrment orsuspension of the party.

I ·certify, pursuant to N.J.S.A. 52:34-12.2, that the entity forwhich I am authorized to bid:

___X_ has no ongOing business activities in Northern Ireland and doesnot maintain a physical presence therein through the operation ofoffices, plants. factories, or similar facilities, either directly orindirectly, through intermediaries, subsidiaries or affiliatedcompanies over which it maintains effective control; or

___ will take lawful steps in good faith to conduct any businessoperations it has in Northern Ireland in accordance with the MacBrideprinciples of nondiscrimination in employment as set forth in N.J.S.A.52: 18A-89.5 and in conformance with the United Kingdom's FairEmployment (Northern Ireland) Act of 1989, and permit independentmonitoring of their compliance with those principles.

I certify that the foregoing statements made by me are true. I amaware that if any of the foregoing statements made by me are Willfullyfalse, I am subject to punishment.

Dated:

{ _---:::.T.::::e-=.r...:::e;..=s~a;L......;!R~l~·d~g=,-e",,-w.!lW<\,a.J-Y ;'T""__

Print or Type { Name{ Secretary of the Corporation

Title

Global Tel*Link CorporationName of Company

PBMACB 2102

p 5 ; 3 Zdn I q 5 2 Sgs I 2£ I

STATE OF NEW JERSEYBUSINESS REGISTRATION CERTIFICATE

Taxpayer Name:

Trade Name:

Address:

Certificate Number:

Date of Issuance:

For Office Use Only:

20050726120752011

GLOBAL TEL*LINK CORPORAnON

2609 CAMERON STREET

MOBILE, AL 36607

0111841

July 26, 2005

https://wwwl.state.nj.us/TYTR_BRC/servlet/commonIBRCLogin 7/26/2005

2age 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 withExecutive Order 134.Thank youKathy

7/7/2005

State of

County of

Corporate Acknowledgement

t...;A~la~b~am~a~__ )) ss:

~M=o=b=i1=e )

I CERTIFY that on August 17,2005, Teresa Ridgeway came beforeme 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 behalfofand as Secretary of Global Tel*Link the entity named in thisinstrument.

: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), andcertain of its subsidiaries n::ferrcd to in the Purchase Agreement (as defined below) as "SellingSubsidiaries" (collectively with AT&T, "Assignors"). and GLOBAL TEL*LINKCORPORATION, 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 ofGTEL's obligations under, that certain Purchase Agreement, dated as of FebwSI)' 17, 2005, byIlnd belw.een AT&T and GTEL (the "Purchase Agreement"); and

WHEREAS, AT&T and Globa! now desire to carry out the intent and purpose ofthe Purchase Agreement by effecting (i) the sale and transfer of the Assets and th~ Shares byAssignors to Global Bud (ii) the assumplioll of lhe Assumed 1,iabiJities by Global fromAssignors.

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 PurchaseAgreem~t.

2. A~signment of Assets and Shares. Assignors hereby sell, assign andtransfer 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 Assetsand the Shares, and hereby undertakes and assumes, for tlle benefit of Assignors and theirrespective 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 thisAgreement shall be construed to constitute an assignment or attempted assignment of anyagreement if the attempted assignment thereof without the consent of the other party theretowould constitute a breach thereof. Any such agreements shall remain Subject to the provis'jons ofSection 7,7 of the Purchase Agreement.

5. Further Assurances. Upon the reasonable request of a party herato. theother party shall (nnd, i.f applicable, cause its subsidiaries to), at the cost and eKpen.se of therequesting 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 partyor 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&.!lcAgreement. constitutes, on and as of the date hereof, the entire agreement of the parties heretowith re&pect to the subject matter here04 and aU prior or contemporaneous understandings oragreement5, whether written or oral, among such parties with respect lo the subject matter hereofare hereby superseded in their entirelY. In the event of any conflicr between the tcnns hereofandthe terms of the Purchase Agreement) the tel1JlS ofthe Purchase Agreemenr shall govern.

7. GOVERNING LAW. nus AGREEMENT SHALL IN ALL RESPECTSBE GOVER.NED BY, AND CONSTRUED IN ACCORDANCE wmI) THE LAW OF THESTATE OP NEW YORK., APPLlCABLE TO CONTRACTS MADE AND TO BEPERFORMED IN SUCH STATE.

8. Miscellaneous. This Agreement (a) shaJl not be waived. amended ormodified except by an instrumenl in writing executed by the parties hereto, (b) may be executedin separate counterparts, each of which when so executed sh.aH be deemed to be an original andall of which taken together shall constitute one and the same agreement, and (c) shall be bindingupon the successors and assigns of the pllrties hereto. Section and tille headings in thisAgreement are for descriptive purposes only and shall nor control or alter the meaning of thisAgreement 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 andAssumption Agreement as of the day and year first above wrirten.

AT&T CORP.

By .d~dj-Name: H. David SchwartzTitle: 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 andAssumption Agreoment as of the day and year fltSt above written.

AT&T CORP.

By _Name:Title:

GLOBAL TEL*LINK CORPORA1'ION

BY~Name: J5'~", ~~/o.O:1Title: 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 NewJersey, Inc.

By: AT&T DELAWARE VALLEY, LtC,ilo; general partner

By §[~t'l£¥N~ Leonard W. WeitzTitle: Vice President

AT&T COMMUNICATIONS, INC.

By ~<.L!Z/(//c~Name:1...eonard W. WeitzTitle: Vice President

TEl..EPORT COMMUNICATIONS OFROST NC.