Free Affidavit - District Court of Delaware - Delaware

Case 1:O4—cv—O1380-GI\/IS Document 41-4 Filed O3/15/2005 Page 1 0f 3
EXHIBIT 5

Case 1:O4—cv—O1380-GI\/IS · A
Document 41 -4 Fnled O3/15/2005 Page 2 Of 3
i' A " DEPOSITION J
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.· MINUTES OF MEETING OF Lain.
THE FINANCE COM ITTEE
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
served as Secretary.
Mr. Hanson reported that the Company· had cash and cash
equivalents of approximately $10s·mi111¤¤.
The first order of business was a discussion of the Company's w
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&'1‘ submarine systems: $21.5 million; Internet activities: $3.8
million.
Further discussion took place with respect to funding sources,
including the following: M
(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
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.
I 1. “Call America
yp.- A letter of intent has been executed to acquire Call America
T for $16 million payable in Common Shares of the Company valued at
" $14 per share with the understanding that the market price of the
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Case 1:O4—cv—O1380-GI\/IS D0cument41-4 Filed O3/15/2005 Page30f3
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"'•·• ensued after which it was the recommendation of the Committee that
He. the Company proceed with an equity offering of 3.5 to 4 million
shares at a price of not less than $13 per share. .
6 Lengthy discussions took place in respect of the Company’s
, anticipated expenditures and the maintenance of minimum cash
- . reserves. It was the recoumendation of the Committee that the
‘ -—-—~--Company not permit its cash__and cash equivalent position to fall to
__ less than $25 million and in the event that the Company were sto- ...-_
" approach that level of cash and cash equivalents, that no new
expenditure obligation be created; that the expansion of all
projects and non·core activities be suspended; that no additional
. hiring take place and that Management will advise the Board
b accordingly.
-- The last • : ssion related to tween the
Company and agnaCom a corporation owned by MJ:. Warta. MagnaCom
had succeed - n e auction bidding for C Block PCS licenses for
_ the cities of Eugene and Salem,. OR, Tucson, AZ, Albuquerque, NM,
~ and Santa Fe, NM, The aggregate price is approximately $108
million. It is anticipated that the Company will enter into a.
management and ¤¤¤¤id¢r¤¤i¤¤
.oI;—. which the
'.
_ . Warta's entire interest in Mag_gaCom (currently 99%) . subject to
’ . In c¤¤¤¢¢¤1¤¤ with 11
, award of the licenses to Mag¤aCom, 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
Mag·naCom pending review by Company counsel Olshan Grundman Frome &
Rosenzweig LLP, to insure compliance with the Company's covenants
Q under its outstanding indenture. .
E The Meeting was adjourned at 5:00 pm.
Ste§en Irwin -
" mgiiy
i I Watson, Chairman
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