Free Declaration - District Court of Delaware - Delaware

Case1:O4-cv-01380-GIVIS D0cument44-10 Filed O4/05/2005 Page10f3
EXHIBIT 6

‘ ~, Case 1:04-cv—O1380-G|\/IS Document 44-10 Filed O4/05/2005 Page 2 0f3
· ‘ i' in I DEPOSITION J
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‘ g EXHIBIT qu
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` I MINUTES OF MEETING OF 5 A ¢__;\6, °
THE FINANCE COMMITTEE
OF GST TELECOMMUNICATIONS, INC. .
A Meeting of the Finance Committee of GST Telecommunications, »
Inc. (the 'Company') was held on August 1, 1996 at the Company's
offices in Vancouver, Washington. '
The following persons were present, constituting all members
of the Finance Committee: Ian watson, Chairman; Stephen Irwin;
Gordon Blankstein; Cliff Sander and Robert Hanson. John Warta was
· invited to and did attend the Meeting. · ·
Mr. Watson served as Chairman of the Meeting and Mr. Irwin I
served as Secretary.
Mr. Hanson reported) that the Company had cash and cash `
equivalents of approximately $105‘million.
The first order of business was a discussion of the Company’s a
current cash position and its cash requirements over the next six
months.
The Company's cash commitments were discussed in detail and
included the following: California. plan: $42 million; Mexican
· investment: $6.5 million; GST Global: $410,000 (Canadian); Hawaii
`[_ AT&T submarine systems: $21.5 million; Internet activities: $3.8
million.
Further discussion took place with respect to funding sources,
including the following: I
(1) Tomen Financing in $41.5 million
connection with the Hawaii _
project ‘
(2) Real` Estate mortgage $7 million
financing
(3) GST Global for non-US $10 million I
activities
(4) Proposed equity financing $40-65 million
The status of the Company's current commitments was discussed
I in detail. _ _
Discussions next addressed pending acquisitions. y
U 1. ca11 America
y-y» A letter of intent has been executed to acquire Call America
U F for $16 million payable in Common Shares of the Company valued at
*L $14 per share with the understanding that the market price of the
I EXHIBIT 0

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` ensued after which it was the recommendation of the Committee that 4
the COmpaI1y proceed with 811 €q\1iCY Offéfillg of 3.5 to 4 million
shares at a price of not less than $13 per share. .
Q Lengthy discussions took place in respect of the Company's
.; anticipated e:q>enditures and the maintenance of minimum cash
· . reserves. It was the recommendation of the Committee that the
.---».--cempa¤y not permit its cash__and cash equivalent position to fall to
less than $25 million and in theevent that the Company were ..to.. .~.,
G "' approach that level of cash and cash equivalents, that no new
b expenditure obligation be created; that the expansion of all
i projects and non-core activities be suspended: that no additional
·. hiring take place and that Management ‘ will advise the Board
§ accordingly. —
.. The last • = 88lOH felatéd CO CWeeIi the V
Company and agnaCom a corporation owned by Mr. Warta. MagnaCom
had succeede n e auction bidding for C Block PCS licenses for
_ the cities of Eugene and Salem,e OR, Tucson, AZ, Albuquerque, NM,
·· and Santa Fe, NM, The aggregate price is approximately $108 _
9 million. It is anticipated that the Company will enter into a
management and ¤¤n¤id¢ra¤ic¤
ef". which the
V, operation of the sp_];;j gg and an option to purchase up gg
_ . Warta's entire interest in MaggaCom (currently 99%) , subject to
‘ cogliance with FQ; and other ggglatigns. In connection with t
. ‘ award of the licenses to MagnaCom, the Company advanced to MagnaCom
` ` $5.4 million which was utilized by MagnaCom as a deposit for the
" license with the Federal Communications Commission. It was pointed
‘ ' out that_an additional approximately $5.5 million would be required
late September, early October. After lengthy discussion, the
Finance Committee authorized the advance of additional funds to
MagnaCom pending review by Company counsel Olshan Grundman Frome &
Rosenzweig LLP, to insure compliance with the Company's covenants
Q under its outstanding indenture. . 4
Q The Meeting was adjourned at 5:00 pm.
Ste en Irwin i
" mgszy
A I Watson, Chairman .
1
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