SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) November 25, 1997
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Telegroup, Inc.
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(Exact name of registrant as specified in its charter)
Iowa 000-29284 42-1344121
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(State or other jurisdiction (Commission (I.R.S Employer
of incorporation) File Number) Identification No.)
2098 Nutmeg Avenue, Fairfield, Iowa 52556
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(Address of principal executive office) (Zip code)
Registrant's telephone number including area code (515) 472-5000
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(Former name or former address, if changed since last report)
Exhibit Index appears on Page 4<PAGE>
<PAGE> 02
Item 2. Acquisition or Disposition of Assets
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On November 25, 1997, the Company acquired certain property and equipment
from Fastnet UK Limited ("Fastnet") for $239,920.85. Fastnet had an agency
agreement with the Company in which it coordinated retail sales and provided
customer service and other services to the Company's customers in the United
Kingdom. The Company intends to utilize the assets acquired to enhance the
operations of Telegroup UK Limited, a wholly-owned subsidiary of the Company.
In accordance with Item 7(a)(4) of Form 8-K, the Company expects to file the
financial information required by Rule 3-05(b) of Regulation S-X within 60
days of the date of this initial report on Form 8-K.
The agreement entered into by the Company with respect to the Fastnet
transaction, annexed hereto as Exhibit 10, is incorporated in its entirety by
reference in response to this Item 2.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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c) Exhibits
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10 - Agreement Between Fastnet UK Limited, Telegroup UK Limited,
Giles Redpath and Telegroup, Inc.
<PAGE>
<PAGE> 03
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Telegroup, Inc.
Date: December 9, 1997 By: /s/Douglas Neish
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Douglas Neish
Chief Financial Officer
<PAGE>
<PAGE> 04
INDEX TO EXHIBITS
FORM 8-K
Exhibit Page
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10 Agreement Between Fastnet UK Limited,
Telegroup UK Limited,
Giles Redpath and Telegroup, Inc.
DATED 1997
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(1) FASTNET UK LIMITED
(2) TELEGROUP UK LIMITED
(3) GILES REDPATH
(4) TELEGROUP INC
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AGREEMENT
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<PAGE>
<PAGE>
THIS AGREEMENT is made the 1997
BETWEEN:
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(1) FASTNET UK LIMITED whose registered office is at
Headbourne Worthy Grange, Winchester, Hampshires S023 7JX
(Registered No. 3171839) ("the Vendor")
(2) TELEGROUP UK LIMITED whose registered office is at
Carmelite, 50 Victoria Embankment, Blackfriars, London EC4 70DX
("the Purchaser");
(3) GILES REDPATH of 53 Overstone Road, London W5 0AD ("the
Warrantor"); and
(4) TELEGROUP INC. Of 2098 Nutmeg Avenue, Fairfield, Iowa,
USA ("Telegroup").
NOW IT IS AGREED as follows:
1. Definitions
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In this Agreement the following words and expressions have the
following meanings unless inconsistent with the context:
"the Assets" means the assets referred to in Clause 2.1
"the Business" means the business of
telecommunications service
"Completion" means the performance by the parties
of their respective obligations under
Clause 7
"the Creditors" means the aggregate amount owed by the
Vendor in connection with the Business
to or in respect of trade creditors as
recorded in the books of account of
the Business as at the date of this
Agreement
"the Disclosure
Letter" means the letter of even date with this
Agreement (including the documents
appended to it) written by the Vendor's
Solicitors to the Purchaser's Solicitors
"the Employees" means the persons engaged in the Business
in the period prior to the Transfer Date
whose names are listed in Schedule 1
"the Equipment" means the vehicles, office furniture,
equipment and other moveable assets of the
Vendor used in connection with the
Business at the date of this Agreement and
listed in Schedule 2
"Excluded Assets" means the assets listed in Clause 3 which
are owned by the<PAGE>
<PAGE>
Vendor but are excluded
from the sale to the Purchaser and all
other assets not included in Clause 2.1
"the Goodwill" means the goodwill of the Vendor in
connection with the Business and the
exclusive right for the Purchaser or its
assignee to represent itself as carrying
on the Business in succession to the
Vendor including the benefit of all
pending contracts, orders and engagements
and the right to all lists of customers,
and suppliers of the Business
"Liabilities" means the liabilities of the Business
outstanding at the date of this Agreement
(save for those liabilities which the
Purchaser shall have expressly agreed to
assume or be responsible for)
"the Lease" means the Lease short particulars of which
are set out in Part II of Schedule 3
"the Property" means the property short particulars of
which are set out in Part in of Schedule 3
"the Transfer Date" means the close of business on 31 May 1997
"Transfer
Regulations" means the Transfer of Undertakings
(Protection of Employment) Regulations 1981
"the Warranties" means the warranties, representations and
undertakings set out in Schedule 4.
2. SALE AND PURCHASE OF THE BUSINESS
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2.1 Subject to the provisions of this Agreement the Vendor
shall sell with full title guarantee and the Purchaser shall
purchase free from all charges, liens, equities and encumbrances
and with effect (save as expressly provided otherwise in this
Agreement) from the date of this Agreement, the Business as a
going concern comprising the following assets of the Vendor for
the following sums:
2.1.1 the Goodwill for the sum of 75,000 pounds
2.1.2 the Property for the sum of 1 pound
2.1.3 the Equipment for the sum of 66,964.86 pounds but excluding
the Excluded Assets.
<PAGE>
<PAGE>
2.2 The aggregate consideration for the sale by the Vendor of
the Business shall be the sum of 141,965.86 pounds.
3. EXCLUDED ASSETS AND LIABILITIES
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There shall be excluded from the sale and purchase of the
Business and retained by the Vendor:
3.1 all the statutory books and statutory records of the
Vendor
3.2 any amounts recoverable by the Vendor in respect of
taxation paid or payable by the Vendor in connection with matters
or events occurring on or before the date of this Agreement
3.3 all cash in hand or at the bank and
3.4 the Liabilities and the Creditors and all book and other
debts accrued or accruing due to the Vendor.
4. VALUE ADDED TAX
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4.1 The consideration for the sale by the Vendor of the
Business is exclusive of value added tax which (if chargeable)
shall be paid by the Purchaser to the Vendor (against the
relevant tax invoice or invoices issued by the Vendor) not later
than three working days before the date upon which the Vendor is
required to account for the same to H M Customs & Excise and the
Vendor shall give the Purchaser not less than 7 working dates
prior written notice of such date. If the Purchaser pays an
amount in respect of value added tax and subsequently it is
established that no value added tax was chargeable, the Vendor
shall forthwith repay to the Purchaser any such amount.
4.2 The parties shall use all reasonable endeavors to procure
that the conditions of Article 5(1) of the Value Added Tax
(Special Provisions) Order 1995 SI 1268 and of Section 49 of the
Value Added Tax Act of 1994 are fulfilled so the sale of the
Business and Assets hereunder is properly treated as neither a
supply of goods nor a supply or services for the purposes of
Value Added Tax. The Vendor and the Purchaser warrant to each
other that they are duly registered for the purposes of VAT.
4.3 All VAT payable in respect of goods supplied or deemed to
be supplied by the Vendor in connection with the Business prior
to the Transfer Date, and all interest payable thereon and
penalties attributable thereto, shall be paid to H M Customs &
Excise by the Vendor and the Vendor shall be entitled to receive
and retain for its own benefit all reimbursement or credit from H
M Customs & Excise for VAT borne by the Vendor on goods supplied
to the Vendor prior to the Transfer Date and any payments
received in respect of VAT overpaid to H M Customs & Excise prior
thereto.
<PAGE>
<PAGE>
4.4 The Vendor shall on the date hereof or as soon as
practicable thereafter deliver to the Purchaser all records
referred to in Section 49(1) of the Value Added Tax Act 1994 as
relate to the Business and the Purchaser shall for a period of
not less than 6 years from the Transfer Date preserve the records
so delivered to it by the Vendor and, upon reasonable notice
during normal business hours make them available for inspection
by the Vendor or its agents.
5. APPORTIONMENT/PREPAYMENTS
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5.1 All rents, rates, water, electricity and
telecommunications charges and other outgoings and costs of a
periodical nature which are chargeable by reference to a period
commencing before the Transfer Date and ending after the Transfer
Date shall be apportioned on a time basis and those referable to
the period ended on the Transfer Date shall be borne by the
Vendor and those referable to the period commencing on the day
following the Transfer Date shall be borne by the Purchaser.
5.2 All wages, salaries and other emoluments, income tax
deductible under PAYE, national insurance contributions for which
the Vendor is accountable, employer's contributions to retirement
benefit schemes and (if applicable) life assurance permanent
health insurance and medical insurance schemes in relation to the
Employees shall be apportioned on a time basis so that such part
of the relevant amounts attributable to the period ending on the
Transfer Date shall be borne by the Vendor and such part of the
amounts attributable to the period commencing on the day
following the Transfer Date shall be borne by the Purchaser.
5.3 The items referred to in sub-clauses 5.1 and 5.2
(inclusive) shall be identified separately in a statement and
payments made by the Purchaser in respect of such apportionments
shall not constitute part of the Consideration.
6. RISK
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The risk of loss or damage to any property in the Assets shall
pass to the Purchaser on the date of this Agreement.
7. COMPLETION
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Completion of the sale and purchase of the Business shall take
place immediately after execution of this Agreement when all of
the transactions set out in sub-clauses 7.1 to 7.3 shall take
place and the Purchaser shall not be obliged to complete the
purchase of the Business unless the Vendor or the Warrantor shall
have complied with all of the provisions contained in sub-clauses
7.1 and 7.3.
7.1 The Vendor shall deliver or cause to be delivered to the
Purchaser:
7.1.1 in relation to the Property the duly executed original
deed of assignment, the landlord of the Property's duly executed
and dated license to assign, the counterpart rent deposit deed<PAGE>
<PAGE>
duly executed and dated by the landlord of the Property, the
original of the Lease duly executed and dated by the landlord and
properly stamped with Ad Valorem stamp duty, copies sealed by the
Central London County Court of the Court Order and originating
application pursuant to Section 38(4) of the Landlord and Tenant
Act 1954 (as amended) and any other deeds or documents
supplemental to the Lease or the Property itself;
7.1.2 all the Assets hereby agreed to be sold which are
capable of passing by delivery;
7.1.3 all records of whatever nature relating to the
customers and suppliers of the Business;
7.1.4 the logbooks and test certificates of any vehicles
listed in Schedule 2.
7.2 The Purchaser shall telegraphically transfer 141,965.86 pounds
to the account of the Vendor as shall have been notified in
writing to the Purchaser's Solicitors.
8. EMPLOYEES
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8.1 The Vendor and the Purchaser declare that they each
consider the sale of the Business contemplated by this Agreement
to constitute the transfer of an undertaking for the purposes of
the Transfer Regulations and that it will not operate so as to
terminate any of the contracts of employment of the Employees and
such contracts shall be transferred to the Purchaser pursuant to
the Transfer Regulations with effect from the Transfer Date.
8.2 The Vendor shall indemnify and keep indemnified the
Purchaser against all losses, costs, liabilities and expenses
(including reasonable legal fees) arising out of or in connection
with:
8.2.1 any claim by an Employee (whether in contract or in
tort or for remedy for unfair dismissal, redundancy, statutory
redundancy, sex or race discrimination or for breach of statutory
duty) as a direct result of anything done or omitted to be done
in relation to the Employee's employment prior to the Transfer
Date; and
8.2.2 any claim by any person other than the Employees
relating to that person's employment with the Vendor or in
relation to the Business prior to the date of this Agreement.
8.3 The Purchaser shall indemnify and keep indemnified the
Vendor against all losses, costs, liabilities and expenses
(including reasonable legal fees) arising out of or in connection
with:
8.3.1 any claim or allegation by an Employee that in
consequence of the sale of the Business to the Purchaser there
has been or will be a substantial change in such Employee's
working conditions to his detriment; and
8.3.2 any act or omission of the Purchaser in relation to an
Employee occurring on or after the Transfer Date resulting in a
claim for redundancy payments or wrongful dismissal or unfair
dismissal or sex or race discrimination or for breach of
statutory duty.
<PAGE>
<PAGE>
9. THE PROPERTY
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9.1 The Property is sold with vacant possession on Completion
and is transferred to the Purchaser with full title guarantee.
9.2 Title to the Property referred to in Parts in and II of
Schedule 3 shall commence with the Lease under which it is held.
9.3 The Property is sold subject to the Standard Conditions
of Sale (3rd Edition) so far as the same are applicable to a sale
by private treaty and are not inconsistent with the express
provision of this Agreement and save that:
9.3.1 there shall be excluded Conditions 2.2 and 4.2.1 and
4.3.2 and 5.1.3.
9.3.2 in Condition 1.3.5 the latest time shall be 5:15 pm and
not 4:00 pm;
9.4 The Purchaser acknowledges that no statement or
representation which may have been made to the Purchaser or to
any person concerned on the Purchaser's behalf for or on behalf
of the Vendor (except the replies given by the Vendor's
Solicitors to Enquiries raised by the Purchaser's Solicitors and
any statement or representation made in correspondence between
the Vendor's Solicitors and the Purchaser's Solicitors) induced
the Purchaser to enter into this Agreement.
10. CREDITORS AND LIABILITIES
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The Vendor agrees to remain solely responsible for all the
Liabilities (save as otherwise expressly provided in this
Agreement) and undertakes to discharge the Creditors and to
indemnify the Purchaser fully at all times from and against any
and all claims, actions, proceedings, demands, liabilities, costs
and expenses in connection with any of the foregoing.
11. WARRANTIES
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11.1 The Warrantor guarantees the obligations of the Vendor
under this Agreement, represents, warrants and undertakes to the
Purchaser in the terms set out in Schedule 4 and acknowledges
that the Purchaser is entering into this Agreement in reliance on
the Warranties.
11.2 The Warranties are given subject only to matters fairly
disclosed in the Disclosure Letter, but no other information of
which the Purchaser has actual or constructive knowledge shall
prejudice any claim by the Purchased under the Warranties or
operate to reduce any amount recoverable.
<PAGE>
<PAGE>
11.3 The Warrantor undertakes in relation to any Warranty
which refers to the knowledge, information, belief or awareness
of the Warrantor that he has made due and careful enquiry (save
as expressly stated otherwise) into the subject matter of that
Warranty.
12. RESTRICTIVE COVENANTS
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12.1 Each of the Vendor and the Warrantor covenants with the
Purchaser that he or it will not, either on his or its own
account or in conjunction with or on behalf of any person or
persons, whether directly or indirectly, for a period of two
years from the date of this Agreement:
12.1.1 supply produces or provide services to or obtain
products or services from any person, firm or company who or
which at the date of this Agreement or during the period of
twelve months prior to such date is or was a client or customer
or supplier, respectively, of the Business where such goods or
services are the same as or compete with products sold or
services provided by or to the Business to or by that person,
firm or company at or during the period of twelve months prior to
the date of this Agreement;
12.1.2 solicit or endeavor to solicit the custom of any
person, firm or company who or which at the date of this
Agreement or during the period of twelve months prior to such
date is or was a client or customer or supplier of the Business,
for the supply of products or the provisions of services which
are the same as or compete with those products sold or services
provided by or two Business to or by that person, firm or company
at or during the period of twelve months prior to the date of
this Agreement.
12.1.3 solicit or entice away or endeavor to solicit or
entice away from the Purchaser any officer, manager, or other
employee who is or was either at the date of this Agreement or
during the period of six months prior to such date engaged in the
Business whether or not such person would commit a breach of this
contract of employment by reason of leaving service;
12.1.4 carry on or be engaged, concerned or interested in any
business which competes with the Business as the same was carried
on at the date of this Agreement (other than as a holder of
securities listed on a recognized stock exchange and provided
that such holding shall not exceed three percent of the class of
securities of which the said holding forms part).
<PAGE>
<PAGE>
13. CO-ORDINATION AGREEMENT
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Telegroup and Fastnet hereby agree that the Marketing and Co-ordination
Agreement between them dated 20 October 1996 shall be
terminated with effect from the date of this Agreement, without
prejudice to those provisions of the said Agreement dated 20
October 1996 which are expressed to survive the termination
thereof. Each of Telegroup and Fastnet acknowledges that no
amounts are due by either party to the other pursuant to such
Agreement.
14. COSTS/STAMP DUTY
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14.1 The parties shall pay their own costs in connection with
the negotiation, preparation and implementation of this Agreement
or any agreement incidental to or referred to in this Agreement.
14.2 The Purchaser shall pay any stamp duty payable on this
Agreement or the transfer and assignment of the Property or other
assets sold under this Agreement.
15. NOTICES
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Any notice required to be given under this Agreement shall be in
writing signed by (or by some person duly authorized by) the
person giving it and may be served by leaving it at or sending it
by facsimile or pre-paid recorded delivery post to the address of
the relevant party set out at the beginning of this Agreement.
Any notice so served shall be deemed to have been received:
15.1 if delivered personally, at the time of delivery if
delivered during the business hours of the addressee or otherwise
on three next following business day;
15.2 in the case of a notice sent by pre-paid recorded
delivery post, 48 hours after the date or posting;
15.3 in the case of a notice sent by facsimile, if the notice
was sent during the business hours of the addressee then on the
day of transmission, and otherwise on the next following business
day.
16. SUCCESSORS AND ASSIGNS
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This Agreement shall be binding upon and endure for the benefit
of each party's successors. This Agreement shall not be
assignable.
17. FURTHER ASSURANCE
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The Vendor shall, and the Warrantor agrees to procure that the
Vendor shall do, execute and perform and shall procure to be
done, executed and performed all such further acts, deeds,
documents and things as the Purchaser may reasonably require from
time to time effectively to vest the beneficial ownership of the
Assets in the Purchaser or as it directs, free from all <PAGE>
<PAGE>
liens, charges, options, encumbrances or adverse rights or
interests of any kind and otherwise to give to the Purchaser the
full benefit of this Agreement.
18. APPLICABLE LAW AND JURISDICTION
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This Agreement shall be governed by English law and each of the
parties submits to the non-exclusive jurisdiction of the High
Court of Justice in England and Wales.
AS WITNESS whereof the parties hereto have signed this Agreement
on the date above written.
/s/ T. Giles Redpath /s/ Fred Gratzon
On behalf of Fastnet (UK) Ltd. on behalf of
T. Giles Redpath Telegroup UK Ltd.
Fred Gratzon
Witnessed by: Witnessed by:
G. Muchmore Robert Steinberg
Hothouse Media Svces Ltd. Attorney
Director 3000 W. Gear Ave.
PO Box 10465 #8
London Fairfield, Iowa 52556
SW11 62H<PAGE>
<PAGE>
SCHEDULE 1
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The Employees
John Ryan
Joseph Itoje
Michael Hassan
Sade Adeniran
Barbara Haines
Daljit Leihal
Minou Mendes
Beverley German
Janet Grant
Ciara Henry
<PAGE>
<PAGE>
Schedule 2
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The Equipment<PAGE>
<PAGE>
SCHEDULE 3
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Part I
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(The Property)
Unit 4, 210 Shepards Bush Road, London W6
Part II
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<TABLE>
<CAPTION>
(details of the Lease)
Date Parties Term Initial Current Mutual Option
Rent Rent to determine date
<S> <C> <C> <C> <C> <C>
25 (1) Anthony Stuart 5 years 14,500 14,500 pounds 25 March 1999
March Corby & others and from 25 per per on giving three
1996 (2) Timothy Giles March annum annum months written
Redpath 1996 notice
/TABLE
<PAGE>
<PAGE>
SCHEDULE 4
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The Warranties
1. CAPACITY OF THE VENDOR
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The Vendor does not require the consent, approval or authority of
any other person to enter into or perform its obligations under
this Agreement and its entry into and performance of this
Agreement will not constitute any breach of or default under any
contractual obligation binding upon it.
2. GOODWILL
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The Business has maintained a good relationship with its
creditors and has paid them within the times agreed and so far as
the Warrantor is aware, neither the Vendor not the Warrantor has
done or omitted to do anything which might prejudicially affect
the Good will.
3. TITLE TO THE ASSETS
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3.1 The Assets comprise all assets now used in the Business.
3.2 Save as expressly indicated otherwise in this Agreement,
the Vendor has good and marketable title to, and has in its
possession and under its control, all of the Assets which are
sold free from any charge, lien, encumbrance, equity, agreement
of hire or hire purchase or for payment on deferred terms, bill
of sale or any obligation to pay any outstanding sums in respect
of them and no person other than the Vendor has or claims any
rights in relation to the Assets or any of them or the proceeds
of any sale of the Assets or any of them and the Assets are not
subject to or potentially subject to any floating charge or
guarantee given by the Vendor or by any person or company
connected with the Vendor.
4. EQUIPMENT
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The items listed in Schedule are in good repair in the Business
(whether under a contract of service or contract for services)
other than the Employees.
5. EMPLOYEES AND AGENTS
- ----------------------------
5.1 No person is employed or engaged in the Business (whether
under a contract of service or contract for service) other than
the Employees.
5.2 The Vendor is not engaged or involved in any dispute,
claim or legal proceedings (whether arising under contract,
common law, statute or in equity) with any of the Employees.
<PAGE>
<PAGE>
5.3 The Vendor has not recognized any trade union or any
other organization of employees in respect of the Employees or
any of them.
5.4 There is no collective agreement or other agreement or
arrangement (whether in writing or by custom and practice) with
any trade union, staff association, staff works council or other
organization of employees in relation to the Business.
6. LITIGATION
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So far as the Warrantor is aware, neither the Vendor nor any
person for whose acts or omissions it may be vicariously liable
is engaged in or subject to any civil, criminal or arbitration
proceedings in relation to the Business or the Assets or any of
them, and there are no such proceedings pending or threatened by
or against the Vendor or against any such person and so far as
the Vendor is aware, there are no fact or circumstances likely to
give rise to any such proceedings and there are no judgments
outstanding against the Vendor which affect or might affect any
of the Assets.
7. ASSETS
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7.1 Particulars:
7.2 Title:
(a) True copies of the Lease and of any amendments,
variations, consents for assignments, alterations or otherwise
have been supplied to the Purchaser's Solicitors and the current
rents specified in Schedule 3 are duly evidenced by memoranda.
(b) The Warrantor has good title to the Property
constituted by documents of title which are in the possession or
under the control of the Warrantor free of any Encumbrance (which
title has, where required, been registered with title absolute at
H.M. Land Registry).
<PAGE>
<PAGE>
7.3 Use:
The Warrantor and or the Vendor occupies and uses the
Property for the purpose of conducting its business only and
strictly in accordance with the permitted use under the Lease and
has quiet enjoyment thereof and there is no person in possession
or occupation of or who has any claims any right or easement of
any kind in respect of the Property:
7.4 Compliance with obligations:
The Warrantor and all persons claiming under the Warrantor
and tenants, sub-tenants and licensees of the Warrantor and all
relevant third parties have complied with all laws, regulations,
covenants, obligations, restrictions and provisions binding upon
them in relation to the Property and no such covenants,
obligations restrictions and provisions have been waived and the
Warrantor is not under any liability to any person in respect of
any past failure to so comply. Without prejudice to the
generality of the foregoing:
(a) the Property and every part thereof is free from any
easement, rent charge, covenant, restriction,
provision or consent or license or other matter of
an unusual or onerous nature or adversely affecting
the value use or enjoyment thereof;
(b) there are no charges, encumbrances, rights or powers
of entry or possession or outstanding complaints,
notices or orders or other circumstances affecting
the Property which might adversely affect such
value, use or enjoyment, nor are there circumstances
likely to give rise to any of the foregoing;
(c) no advance payment or commutation of future rents or
license fees has been accepted or agreed in respect
of any lease, sub-leased, tenancy service occupancy
or license affecting any of the Property nor are
there any rent reviews in the course of being
determined or otherwise outstanding or unimplemented
at the date hereof;
(d) in respect of the Lease:
(i) all rents have been paid and reviewed at the
times and in the manner specified in the
Lease and all sums reserved as rent and all
other sums properly payable under the Lease
have been paid;
(ii) all persons entitled to any reversionary
interest in the Property or any right over or
affecting the Property have complied with any
obligations and restrictions upon them
relating thereto and no such obligations or
restrictions have been waived.
(iii) there are no disputes between the Warrantor
and any person entitled to any reversionary
interest in the Property;
(iv) The Warrantor is not aware of variations
waivers in the terms of the Lease or in any
licenses (formal or informal) granted by any
persons entitled to a reversionary interest in
the Property;
<PAGE>
<PAGE>
(v) neither the Landlord under the Lease nor the
Warrantor have given any indication either
formal or informal of an intention to exercise
their respective options to determine
contained in the Lease.
(vi) the Warrantor has complied with and will
continue to comply with (for so long as the
Lease is vested in him) the covenants and
obligations of the tenant contained in the
Lease and in particular those covenants
relating to repair maintenance and decoration.
(e) there are no rights, interests, covenants,
conditions, restrictions, reservations, licences,
easements, agreements, claims, overriding interest
(as defined in Section 70 of the Land Registration
Act 1925), and charges or any other matters things
or circumstances which adversely affect the
Warrantor's title to the use and enjoyment of and
access to the Property for the purpose of the
business now being carried on at the Property by the
Warrantor and or the Vendor.
(f) no planning consent. has been refused or granted
subject to unusual or onerous terms in respect of
the Property or any part thereof and there is no
agreement with any planning or highways authority
relating to the use or development of the Property
or any part thereof or any means of access thereto
or egress therefrom or the modification of any
planning permission m respect thereof;
(g) no notice which may affect the Property or the
rights of the Warrantor in relation thereto has been
served by any person or by any Govemmental local or
public authority and no circumstances exist by
virtue of which the service of such a notice is
warranted or likely;
(h) the present user of the Property is the permanent
and unconditional permitted user thereof under the
Planning Acts and no development within the meaning
of such Acts has taken place or been commenced upon
the Property and the said Acts and all other
statutory, municipal and other requirements and
regulations, relating to the use and enjoyment of
the Property have in all respects been complied with
and the use and occupation of the Property is in all
respects lawful and there is no outstanding monetary
claim or liability, contingent or otherwise under
such Acts or legislation;
(i) the Property has not been and is not affected by any
nuisance, pollution, noise, vibration or other
factors adversely affecting the Warrantor's and/or
the Vendor's use or other rights in respect thereof;
(j) the Property has not been used in a manner which has
adversely affected the value, use or enjoyment of
any adjoining or neighboring property;
(k) all rates, taxes, assessments, charges and gas
electricity and telecommunications charges (whether
of a periodic or recurring nature), payable by the
Vendor and/or the Warrantor in respect of the
Property have been paid in full for the period
ending on the date hereof and receipts have been
obtained for all payments by them;
<PAGE>
<PAGE>
(l) no claims against the Warrantor are outstanding or
likely to arise in relation to any obligation to
contribute to common services or other facilities
enjoyed by the Property or to repay any compensation
received in respect of the Property;
(m) the Property is not affected by any surcharge
imposed or liable to be imposed under the Local
Government Act 1974;
(n) the Property has full and unrestricted rights of
access over and along and egress from all common
access roads, paths, passages and other access
roads, paths, passages and other access ways leading
to the Property from a road or roads which are
maintained at public expense;
(o) there is in force a valid fire certificate for the
Property and all conditions therein contained are
now being and have at all time been complied with;
(p) all buildings and structure composed in the Property
and all fixtures and fittings therein are in good
and substantial repair and condition and contain no
dangerous or deleterious substances nor any
substances not used in compliance with or approved
of by any relevant current law regulation or code of
practice.
(q) the Warrantor is not aware of and no notice has been
received by the Warrantor, that the Property may
suffer from defects in design, construction or
fitting out which might adversely affect the health
of people working at or visiting such Property and
the Warrantor has not requested the landlord under
the Lease to take nor is it aware of any action
being taken or anticipated to be taken by the
landlord against building contractor and any other
parties involved in .the design and construction of
the Property in respect of any design or
construction defects in the Property.
(r) The Warrantor is not aware of any unusual or
excessive expenditure over and above normal
maintenance costs which (a) has been incurred on the
Property or the common areas or the car parking
spaces and which has not yet been reflected in any
demands for contribution from the landlord of the
Property or any superior landlord, or (b) is to be
incurred in the reasonably foreseeable future.
(s) The landlord of the Property has effected and is
maintaining buildings insurance and loss of rent
cover in accordance with the provisions contained in
the Lease.
SIGNED by )
for and on behalf of FASTNET UK ) /s/ T. Giles Redpath
LIMITED in the presence of: )
SIGNED by GILES REDPATH )
for and on behalf of TELEGROUP ) /s/ Fred Gratzon
UK LIMITED in the presence of: )
SIGNED by GILES REDPATH )
in the presence of: ) /s/ T. Giles Redpath
SIGNED by )
for and on behalf of TELEGROUP ) /s/ Fred Gratzon
INC in the presence of )
<PAGE>
<PAGE>
DATED 1997
- --------------------------------------------------------
(1) TIMOTHY GILES REDPATH
(2) TELEGROUP UK LIMITED
----------------------------------------------
ASSIGNMENT
of Unit 4 210 Shepherds Bush Road London W6
---------------------------------------------
<PAGE>
<PAGE>
THIS ASSIGNMENT is made the day of 1997
- ---------------
BETWEEN:
- --------
(1) TIMOTHY GILES REDPATH of 53 Overstone Road London W6 OAD
("the Assignor") and
(2) TELEGROUP UK LIMITED whose registered office is at
Carmelite 50 Victoria Embankment Blackfrairs London EC4
7DX ("the Assignee")
WHEREAS:
- --------
(1) The premises briefly described in Part in of the Schedule
hereto ("the Premises") were demised by the lease or underlease
("the Lease") described in Part II of the Schedule hereto
(2) This Assignment is supplemental to the Lease
(3) The term created by the Lease is vested in the Assignor
(4) The Assignor has agreed to assign the Premises to the
Assignee for all the residue now unexpired of the term created by
the Lease on the term hereinafter appearing
NOW THIS DEED WITNESSES as follows:
- -----------------------
1. IN consideration of 1 (One pound) paid by the Assignee
(the receipt of which the Assignor acknowledges) the Assignor
with full title guarantee ASSIGNS to the Assignee ALL THAT the
Premises TO HOLD to the Assignee for all the residue now
unexpired of the term created by the Lease SUBJECT henceforth to
the payment of the rent reserved by the Lease and to compliance
with the tenant's obligations and conditions in the Lease
2. THE Assignee COVENANTS with the Assignor that the Assignee
will henceforth for so long as the Lease is assigned by an
assignment which is not an "excluded assignment" as defined in
Section 11(1) of the Landlord and Tenant<PAGE>
<PAGE>
(Covenants) Act 1995 (whichever is earlier) duly pay the rent
reserved by the Lease and comply with the tenant's obligations
and conditions in the Lease and keep the Assignor indemnified
from and against all proceedings costs claims and expenses on
account of any omission to pay the said rent or any breach of any
of the said obligations and conditions
3. IF the Assignor or the Assignee is more than one person
their respective obligations herein contained or implied are
joint and several
4. SECTION 6(2) of the Law of Property (Miscellaneous
Provisions) Act 1994 does not apply in relation to any legal or
equitable charge and for the purposes of and notwithstanding Rule
77A of the Land Registration Rules 1995 the disposition hereby
effected shall not be treated as taking effect as if it had been
expressly made subject to any legal or equitable charge
IN WITNESS whereof this Deed has been duly executed by the
parties hereto and is delivered as a Deed the day and year first
above written
THE SCHEDULE
PART I
(Description of the Premises)
Unit 4 210 Shepherds Bush Road London W6
<PAGE>
<PAGE>
PART II
<TABLE>
<CAPTION>
(Details of the Lease)
Date Description Parties Term
<S> <C> <C> <C>
25 March 1996 Lease (1) Anthony Stewart Corby 5 years from
and Others 25 March 1996
(2) Timothy Giles Redpath
</TABLE>
SIGNED and DELIVERED as a Deed )
by the said TIMOTHY GILES ) /s/ T. Giles Redpath
REDPATH in the presence of the )
undersigned witness: ) /s/ G. Muchmore
G. Muchmore
Director
Hothouse Media Services Ltd.
PO Box 10465
London
SW 11 62H
<PAGE>
<PAGE>
PART II
<TABLE>
<CAPTION>
(Details of the Lease)
Date Description Parties Term
<S> <C> <C> <C>
25 March 1996 Lease (1) Anthony Stewart Corby 5 years from
and Others 25 March 1996
(2) Timothy Giles Redpath
</TABLE>
EXECUTED as a Deed by TELEGROUP )
UK LIMITED acting by the signatures )
of two duly authorised directors or a ) Director /s/ Fred Gratzon
director and the Company Secretary )
Director/Secretary
/s/ Clifford Rees
As witnessed by
Robert Steinberg
Attorney
3000 West Gear Ave.
Lot 2
Fairfield, Iowa 52556<PAGE>
<PAGE>
THIS LICENSE is made the day of
One thousand nine hundred and ninety seven BETWEEN Anthony
Stewart Corby of 39 Belsize Avenue London NW3 4BB, Saul Nemtzov
of 40 Southover, Woodside Park, London N12 and Diana Arthur of 29
Steele's Road London NW3 4RE (hereinafter called "the Landlord")
of the first part Timothy Giles Redpath of 53 Overstone Road
London W5 0AD (hereinafter called "the Tenant") of the second
part and Telegroup UK Ltd whose registered office is at 53
Overstone Road London W6 0AD (hereinafter called "the Assignee")
of the third part
WHEREAS
(1) This License is supplemental to a Lease (hereinafter
called "the Lease") brief details of which are set out in the
Schedule hereto
(2) The revision immediately expectant upon the determination
of the term created by the Lease is vested in the landlord
(3) The benefit of the term created by the Lease is Vested in
the Tenant subject to the rents thereby reserved and the
covenants and the conditions therein contained
(4) The Tenant being desirous of assigning all the Tenant's
estate and interest in the premises demised by the Lease ("the
Premises") to the Assignee, the Landlord has agreed to grant
license upon the terms and conditions hereinafter contained
NOW THIS DEED WITNESSETH as follows:
1. In consideration of the covenants on the part of the
Assignee and the Tenant hereinafter contained the Landlord hereby
grants to the Tenant License to Assign all the Tenant's estate
and interest in the Lease to the Assignee for the residue of the
term created by the Lease
2. The Assignee hereby covenants with the Landlord to pay the
rents and to observe and perform the covenants and conditions
contained in the Lease from the date of the Assignment of the
Lease to the Assignee and thenceforth during the remainder of the
term granted by the Lease save and except to the extent that such
covenants and conditions are varied by this License.
3. In consideration of the grant of this License the Tenant
hereby covenants with the Landlord as follows:
3.1 that the Assignee will until the lease has expired or been
assigned under its terms, punctually pay the rents and other sums
payable under the Lease and perform and observe the covenants and
conditions therein contained and will indemnify and keep the
Landlord indemnified from and against all losses expenses costs
claims or damages arising by reason of any act or default of the
Assignee provided that:
3.1.1 any neglect or forbearance of the Landlord in enforcing
any payment covenant or condition or any disclaimer of the Lease
by a liquidator or trustee in bankruptcy shall not release or in
any way affect the liability of the Tenant under this covenant.
<PAGE>
<PAGE>
3.1.2 it is hereby agreed and declared that this covenant on the
part of the Tenant shall continue in full force and effect during
any extension of the term granted by the Lease under the
provisions of the Landlord and Tenant Act 1954 or any statutory
modification or re-enactment thereof for the time being in force;
and
3.2 in the event of the Assignee entering into liquidation
whether compulsory or voluntary and the liquidatory disclaiming
the Lease the Tenant will take from the Landlord but if only so
required by the Landlord by written notice to the Tenant within
two months after such disclaimer a grant of another lease of the
Premises for the residue of the term unexpired at the date of
such disclaimer at the same rents reserved by the Lease
(including any variation of rent pursuant to the provisions of
the Lease) and subject to the like covenants provisos and
conditions in all respects (including the provisions for re-entry) as are
contained in the Lease but so that the times at
which the Landlord shall be entitled to vary the rents and the
Premises are to be decorated shall be the same times respectively
as are specified in the Lease and the Tenant on the execution of
such further Lease will execute and deliver to the Landlord a
Counterpart thereof and the costs of the grant of the Lease shall
be paid by the Tenant.
4. This License shall not extend to or authorize any further
assignment of the Premised other than that hereby expressly
authorized and all the covenants and conditions contained in the
Lease shall remain in full force and effect save as hereby
expressly varied.
5.1 The expression "the Landlord" shall include its successor
in title and the reversioners for the time being immediately
expectant on the determination of the term created by the Lease.
6. Immediately upon completion of this License the Tenant
shall pay to the Landlord's Solicitors and any agents or
surveyors employed by the Landlord their costs and disbursements
(together with any Value Added Tax thereon) in connection with
the preparation and completion of this License
IN WITNESS whereof this Deed has been executed by the parties
hereto and is intended to be and is hereby delivered the day and
year first before written
THE FIRST SCHEDULE above referred to (the Lease)
Date: 25 March 1996
Document: Lease
Term: 5 years with right to terminate after three years
Parties: Anthony Stewart Corby , Saul Nemtzov and Diana
Arthur
Property: Unit 4 Cambridge Court 210 Shepherds Bush Road W6
<PAGE>
<PAGE>
EXECUTED AS A DEED by the Landlord
Anthony Stewart Corby
In the presence of
Saul Nemtzov
In the presence of
Diana Arthur
In the presence of
EXECUTED AS A DEED BY THE ASSIGNEE
acting by the signatures of two directors or a director and the
Company Secretary
Director /s/ Fred Gratzon
Secretary/Director /s/ Clifford Rees
EXECUTED AS A DEED BY THE TENANT
Timothy Giles Redpath /s/ T. Giles Redpath
In the presence of
/s/ G. Muchmore
G. Muchmore
Director
Hothouse Media Services Ltd.
PO Box 10465
London
SW11 62H
