Free Affidavit - District Court of Delaware - Delaware

Case 1:04-cv-O1380—G|\/Q Document 41-5 Filed O3/15/2005 Page 1 of 4
EXHIBIT 7

Case 1:04-cv—O13 - - I
I.- . 80 GMS Document 41-5 Fnled O3/15/2005 Page20f4
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MINUTES OF _
A SPECIAL MEETING OF
TEE BOARD OF DIRECTORS OF
GST TELBCOLMUNICATIONS, INC.
A Special Meeting of the Board of Directors of GST
I Telecommunications, Inc. (the 'Company *) was held on September
16 and 17, 1996 at the Company's executive offices in Vancouver, -
washington. The following persons were present:
U Gordon Blankstein, Chairman
Stephen Irwin, Vice Chairman
John Warta, President and Chief Executive Officer
Jack Armstrong ·‘ .
Ian Watson
Robert Hanson _
Dr. Thomas Sawyer -- .
( Peter Legault
( representing more than a majority of the members of the Board.
The absence of Takashi Yoshida was noted. Mr. Yoshida could not
I attend as a result of illness in his family. Clifford V. Sander,
J Treasurer of the Company and Chief Financial Officer of GST
Telecom Inc. ("GST Telecom"), Earl Kamsky, President of—GST
B Telecom, Ben Peek, President of GST Internet, Inc. and Lindsay
wallace, President of National Applied Computer Technologies,
Il Inc. ("NACT") were invited to and did attend the Meeting. Mr.
M Blankstein served as Chairman of the Meeting and Mn_.g‘JIrwin
recorded the minutes. { _
n The first order of business was consideration and review of
_ the minutes of the Special Meeting of the Board of Directors held
(_, on May 21 and May 22, 1996. It was noted that in respect of
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Case 1:04-cv-O1380—G|\/IS Document 41 5 Fnled O3 9
( Board of Directors that the Company proceed with its plans with
respect to Global, which include participation in a financing by
Global to the extent of 1,500,000 shares of its common stock at a

price of Cdn$3.00 per share. Disclosure was made to the Board of
the Company that Global had issued the following options to he
following members of the Board of Directors of the Company.
John Warta 67,000 Cdn$1.66
W. Gordon Blankstein 67,000 Cdn$1.66 . ,
Stephen Irwin 67,000 Cdn$1.66
· Peter Legault 20,000 Cd¤$1.66
Upon motion made by Dr.Sawyer and seconded by Mr. Armstrong,
with Messrs. Warta, Blankstein, Irwin and Legault abstaining, it
was:
RESOLVED, that the activities of Global as described at
the Meeting are hereby ratified and-approved; and it was
further
( RESOLVED, that the Company be, and it hereby is,
authorized to purchase 1,500,000 shares of the capital stock
of Global at a price per share of Cdn$3.00 as part of a
4,500,000 share Private Placement being conducted by Global.
The next order of business was a discussion of transactions
between the Company and agnacom Wireless LLC ("Magnacom”).
Magnacom is a limited liability company privately owned by John
Warta ~bich is engaged in acquiring lic;n:es to operate personal
communications service ('PCS') licenses from the Federal
ommunications Commission in bidding auctions. It wasinoted that —
y/gs a foreign corporation, the Company was ineligibQ§fto bid for
and own such licenses since its interest in any subh bidding may
exceed 24.9%. It was the recommendation of the Executive
Committee, without Mr. Warta, that in view of the Company's
ineligible status to acquire PCS licenses, it was to the

purchase minutes of PCS capacity sq that the Company can offer
PCS as an enhanced service on its networks. A lengthy discussion
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Case1:O4-cv-01380-GMS Document 41-5 Filed O3/15/2005 Page40f4
ensued after which, upon motion made by Dr. Sawyer and seconded
by Mr. Blankstein, with Mr. Warta abstaining, it was:
RESOLVED, that the Company, through one of its
J subsidiaries, be, and it hereby is authorized to executg and!
agreement with Magnacom Wireless LLC ('Magnacom') (a li ite
liability company wholly owned by John Warta) pursuant to
L which the Company’s subsidiary shall purchase minutes of
capacity derived from PCS licenses owned by Magnacom
provided that the aggregate purchase price for such minutes V
shall not exceed $10,800,000 and that the terms and
` conditions of such agreement shall be declared satisfactory
by the Executive (absent Mr. Warta) and Financial Com ittees
of the Board of Directors; and it was further
` RESOLVED, that the Board of Directors hereby
acknowledges the conflict of interest of Mr. Warta in this
transaction and notwithstanding such conflict of interest,
the Board believes the arrangements between Magnacom and the
Company to be fair and reasonable and in the best interest
il of the Company; and it was further
RESOLVED, that the Chairman of the Board, the Vice
I Chairman of the Board and the Treasurer of the Company be,
. and each of them hereby is, authorized to execute documents
( reflecting the above upon which the same shall constitute
; valid and binding obligations of the Company.
A discussion was held with respect to the investment by the
· Company of $1,800,000 in its wholly-owned subsidiary, GST Pacific
S rig Lightwave, Inc. ("PLI").' Such funds are to be utilized in
connection with the buildout of additional network capacity in
anticipation of the sale of traffic to AT&T. Upon motion made by
_ Mr. Frwin and seconded by Mr. Watson, it was: =
l Q . RESOLVED. that the Company be, and it hereby is,
L authorized to lend and/or invest (to be determined by the
Executive Committee) an aggregate of approximately ' _
‘ . $1,800,000 to PLI, to be used by PLI to build out additional
f networks as may be required to support salgs activities of
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Q ·• ‘-I Upon motion made by Mr. Hanson and seconded by Mr. Legault,
l the Meeting was duly adjourned at p.m. A
.
W. Gordon Blankstein, St phen Irwin,
Chairman Vice Chairman and Secretary
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