EXPENSE AGREEMENT DATED AS OF JULY 31, 1996, AMONG AER FORCE COMMUNICATIONS B,
L.P., A DELAWARE LIMITED PARTNERSHIP (THE "PARTNERSHIP"), AER FORCE
COMMUNICATIONS INC., A NEW YORK CORPORATION (THE "GENERAL PARTNER"), AND XXXXX
PCS CORPORATION F, A DELAWARE CORPORATION (THE "INITIAL LIMITED PARTNER").
Whereas the Partnership, the General Partner and the Initial Limited
partner want to set forth their agreement with respect to the organizational and
initial operating expenses of the Partnership. Capitalized terms used herein but
not otherwise defined shall have the meanings specified in the Partnership
Agreement as in effect on the date hereof.
1. ORGANIZATIONAL EXPENSES. If the Partnership is granted any PCS
Licenses pursuant to the F-Block Auction, reasonable out-of-pocket expenses
incurred in connection with the organization of the Partnership, the bidding on
PCS Licenses (including Licenses not won) and the grant of the PCS Licenses (a)
by the General Partner shall be deemed to be loans to the Partnership by the
General Partner (up to a maximum of $10,000) ("General Partner Loans") from the
date of grant of the PCS Licenses and shall have the same interest rate and
maturity as loans from the Initial Limited Partner to the Partnership pursuant
to the Loan Agreement expected to be entered into prior to the F-Block Auction
(the
"Initial Limited Partner Loan Agreement"), and (b) by the Initial Limited
Partner shall deemed to be Supplemental Loans to the Partnership by the Initial
Limited Partner (up to a maximum of $37,500 not including amounts loaned
pursuant to the next succeeding sentence) pursuant to the Initial Limited
Partner Loan Agreement from the date of grant of the PCS Licenses. The expenses
of Xxxxxx & Xxxxxxx incurred by the Partnership in preparing and filing the Bid
Application shall be funded by loans to the Partnership by the Initial Limited
Partner which shall also be deemed to be such Supplemental Loans, which loans
shall be forgiven if the Partnership is not granted any PCS Licenses. As used in
this Agreement, "out-of-pocket expenses" shall not include any travel or
entertainment expenses of any party hereto or their affiliates.
2. INITIAL OPERATING EXPENSES. Reasonable out-of-pocket expenses for
the initial operations of the Partnership (through the date of the execution by
the Partnership of an Affiliation Agreement) incurred on behalf of the
Partnership by the General Partner shall also be deemed to be General Partner
Loans from the date paid (but not earlier than the date of grant of the PCS
Licenses); provided, however, that reasonable out-of-pocket expenses (if
approved by the Initial Limited Partner whose approval
shall not be unreasonably withheld) for counsel fees to prepare an application
on behalf of the Partnership to bid in the F-Block Auction and for accounting,
tax return preparation, any taxes required to be paid by the Partnership, and
(if required by the FCC, the Initial Limited Partner or any loan agreement with
non-Affiliates) a formal audit shall be payable, upon demand, by the Partnership
from its funds or the proceeds of Supplemental Loans (subject to the terms and
limitations in the Initial Limited Partner Loan Agreement).
3. OTHER EXPENSES. Except as provided herein or in the Initial Limited
Partner Loan Agreement, or as otherwise hereafter agreed in writing signed by
each of the parties hereto, each of the General Partner (both for itself and the
Partnership) and the Initial Limited Partner shall bear its own expenses through
the date of execution by the Partnership of an Affiliation Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of date
first above written.
AER FORCE COMMUNICATIONS B, L.P. AER FORCE COMMUNICATIONS, INC.
By: AER FORCE COMMUNICATIONS INC. By:
its General Partner ----------------------------
Xxxxxxxx Xxx
President
By:
----------------------------
Victoria Xxx XXXXX PCS CORPORATION F
President
By:
----------------------------
Xxxxxx X. Xxxxx
President
