MASTER LEASE AGREEMENT
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THIS AGREEMENT is made this ____ day of October, 1998, between TRITEL
COMMUNICATIONS, INC., a Delaware corporation, with its principal offices located
at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("TRITEL") and CROWN
COMMUNICATION INC., a Delaware corporation, with its principal offices located
at Southpointe, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
("CROWN").
WITNESSETH:
WHEREAS, CROWN owns, controls and will be constructing communications
facilities throughout the United States;
WHEREAS, TRITEL desires to lease space on certain communications
facilities owned or otherwise controlled by CROWN (hereinafter generally
referred to as "Leased Premises"); and
WHEREAS, CROWN and TRITEL are desirous of establishing terms and
conditions which will apply to multiple sites located in the United States which
are to be leased by CROWN to TRITEL.
NOW, THEREFORE, in consideration of the mutual covenants contained
herein and intending to be legally bound hereby, the parties hereto agree as
follows:
1. SITE LEASES
1.1. SITE LEASE ACKNOWLEDGMENTS. This Agreement contains the basic
terms and conditions upon which each communications facility is leased by CROWN
to TRITEL. That portion of each location wherein CROWN owns or otherwise
controls a communications facility which is leased by TRITEL pursuant to this
Agreement will be individually referred to as a "Site." When the parties agree
on the particular terms for the lease of a Site, the parties will execute a Site
Lease Acknowledgment ("SLA") in the form attached hereto as Exhibit "A" which
describes the specific location, description and size of the Site for each
particular communications facility. TRITEL shall indicate its interest in a
particular communications facility by completing and forwarding an executed SLA
to CROWN. The SLA shall become effective and become part of this Agreement upon
its execution by both CROWN and TRITEL. The parties acknowledge and agree that,
notwithstanding any other language in this Agreement to the contrary, TRITEL's
use of a Site pursuant to this Agreement does not constitute a conveyance of any
interest in real estate to TRITEL. The relationship between CROWN and TRITEL is
not one of tenancy and no leasehold interest or other interest in real estate
has been or will be created.
1.2. INITIAL SITES. TRITEL is interested in leasing from CROWN the
Sites set forth on Exhibit "B" attached hereto. CROWN shall use its best efforts
to provide SLAs for all Sites listed on Exhibit "B".
2. USE
The Site may be used by TRITEL only for the installation, operation and
maintenance of unmanned radio communications equipment consistent with the terms
of the SLA. TRITEL must, at TRITEL's sole expense, comply with all laws, orders,
ordinances, regulations and directives of applicable federal, state, county and
municipal authorities or regulatory agencies including, without limitation, the
Federal Communications Commission ("FCC"). TRITEL must operate its equipment in
a manner that does not interfere with the operations at the communications
facility or any other prior existing users of the communications facility. CROWN
agrees to cooperate with TRITEL, at TRITEL's expense, in executing such
documents or applications required in order for TRITEL to obtain such licenses,
permits or other governmental approval needed for TRITEL's permitted use of the
Site.
Notwithstanding the foregoing, CROWN shall obtain, at CROWN's expense,
any municipal permits necessary for the initial installation of the Site. TRITEL
will maintain the Site in a reasonable condition and in a manner that will not
interfere with other uses of the communications facility.
3. TERM
3.1. TERM OF AGREEMENT. The term of this Agreement shall be five (5)
years commencing on the date first written above with up to five (5) automatic
annual extensions unless either party gives the other party written notice of
its intent to terminate at least six (6) months prior to the end of the then
current term.
3.2. TERM OF SLA. Each Site leased by CROWN to TRITEL pursuant to an
SLA shall be leased for an initial term (the "Initial Term") of five (5) years
with the commencement date as of the first (lst) day of the month following the
commencement of the installation of TRITEL's antennas and transmission lines at
the Site so long as the installation continues in a timely fashion
("Commencement Date"). The term of each particular SLA shall automatically be
extended for up to four (4) additional five (5) year terms (each a "Renewal
Term") unless TRITEL terminates it at the end of the then current term by giving
CROWN written notice of the intent to terminate at least six (6) months prior to
the end of the then current term; provided, however, that the term of all SLAs
shall continue for their respective terms and shall not necessarily terminate
upon the expiration of the term of this Agreement. Notwithstanding the
foregoing, if CROWN's rights in the Site are derived from a prime lease or other
agreement with a third party ("Prime Lease") and such Prime Lease has a shorter
term or extension terms than those provided for under this paragraph, then
TRITEL's right to extend any particular SLA shall only be for as long as CROWN
retains its interest in the same applicable property pursuant to said Prime
Lease.
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4. FEES
4.1. ANNUAL FEE. The annual fee shall be paid in equal monthly
installments beginning on the Commencement Date and continuing on the first day
of each and every month thereafter. Payments shall be made to CROWN, or such
other person, firm or place as CROWN may, from time to time, designate in
writing at least thirty (30) days in advance of any fee payment date. The amount
of the annual fee shall be that amount designated on the applicable SLA. The fee
amounts for an SLA shall be calculated according to the schedule set forth in
Exhibit "C" attached hereto which amounts shall be adjusted on each Adjustment
Date according to the formula set forth in Section 4.2.
4.2. FEE ADJUSTMENT. The annual fee and other fees identified in this
Agreement (including those fees listed in Exhibit "C") shall be adjusted upward
(collectively "Adjusted Fee") on the second anniversary of the date of this
Agreement and every annual anniversary thereafter ("Adjustment Date") by
[CONFIDENTIAL TREATMENT REQUESTED].
4.3. ADDITIONAL FEES. TRITEL shall pay as additional fees any increase
in taxes or other assessment, including but not limited to real estate taxes,
and any new taxes or assessments levied against the Leased Premises. The
additional fee paid by TRITEL shall be determined based upon TRITEL's percentage
of the total tax or assessment or increase thereof, wherein the numerator is the
monthly fee payment made by TRITEL for the Site and the denominator is the total
monthly fee payments received by CROWN from all users of that which occur as a
direct result of the placement of TRITEL's equipment, antennae and
communications facility upon the Site. CROWN will provide reasonable
documentation of real estate taxes attributable to the improvements, or portions
thereof, that are constructed or installed by or on behalf of TRITEL.
4.4. INTEREST. Any fee not paid within ten (10) business days of when
due may, at CROWN's option, bear interest until paid at the lesser of:
4.4.1. The rate of [CONFIDENTIAL TREATMENT REQUESTED] per annum; or
4.4.2. The maximum rate allowed under the laws of the jurisdiction
in which the Site is located.
4.5. OTHER AMOUNTS. Any sums due to CROWN under this Agreement which
are not specifically defined as "Fees" are hereby deemed additional fees and are
subject to the interest charges and adjustments as specified herein and in the
other provisions of this Agreement which address fees.
5. ACCESS
TRITEL shall have free access during the term of an SLA to the Site
twentyfour (24) hours per day, seven (7) days per week. TRITEL acknowledges that
the foregoing access rights are subject to any restrictions identified in the
underlying real estate interests related to the communications facility,
including but not limited to any restrictions identified in the Prime Lease;
provided, however, CROWN will provide TRITEL prior written notice of any such
restrictions that are not indicated in the Prime Lease attached to the
applicable SLA. In the event TRITEL, its agents or contractors perform any work
at a Site, TRITEL will indemnify and
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reimburse CROWN for any and all claims of liability or losses by any third party
resulting from any actual damages or losses sustained by CROWN resulting from
any down time in operation directly attributable to TRITEL's work at a Site.
CROWN shall furnish TRITEL with necessary devices for the purpose of ingress and
egress to the said Site and communications facility. It is agreed, however, that
only authorized engineers, employees or properly authorized contractors of
TRITEL or persons under their direct supervision will be permitted to enter said
Site. TRITEL will retain ownership of all buildings, equipment and appurtenances
TRITEL installs at any Site; provided, however, that the removal of said
equipment will not adversely affect the integrity of any structures.
6. IMPROVEMENTS AND CONSTRUCTION
6.1. APPROVED COMMUNICATIONS FACILITY. TRITEL has the right, at
TRITEL's sole cost and expense, to erect, maintain, replace and operate at the
Site only that communications equipment specified on the SLA. It is understood
that TRITEL shall have the right at each and every Site, subject to compliance
with the terms of this Agreement and particularly those set forth in this
Section, to replace the equipment described in an SLA with similar and
comparable equipment so long as: (a) there is no greater wind loading,
structural loading, size, weight or height; and, (b) the equipment operates at
the frequency or range of frequencies designated in the applicable SLA, or at
the frequency or range of frequencies identified in TRITEL's current FCC
licenses or successor licenses thereto, for the transmission of wireless
communications signals at that given Site. It is understood that any such
replacement equipment must be frequency compatible with then existing uses of
the Site and that any change in frequency shall not interfere with the then
existing equipment upon the Site. Prior to commencing any installation or
material alteration of a communications facility TRITEL must obtain CROWN's
approval of:
6.1.1. TRITEL's plans for installation or alteration work; and,
6.1.2. The identity of the contractor performing the installation or
material alteration or in any way accessing the tower
structure itself.
CROWN's approval must not be unreasonably withheld,
conditioned or delayed. All of TRITEL's installation and
alteration work must be performed:
6.1.3. At TRITEL's sole cost and expense;
6.1.4. In a good and workmanlike manner, using the care and skill
ordinarily used by members of the profession practicing under
similar conditions at the same time and in the same
geographic area;
6.1.5. In accordance with applicable building codes and with the
provisions of Exhibit "D" attached hereto; and,
6.1.6. Must not adversely affect the structural integrity or
maintenance of the Site or any structure on or use of the
Leased Premises.
Any alterations to a structure on the Leased Premises must be designed,
at TRITEL's sole cost and expense, by an engineer licensed or authorized in the
jurisdiction where the Site is
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located. Notwithstanding the foregoing, for any structural alterations of the
communications facility, such engineer must be approved by CROWN which approval
will not be unreasonably withheld, conditioned, or delayed. For structural
alterations requiring a municipal permit, the engineer must be satisfactory to
the local municipality, to the extent required by such municipality.
Following the initial installation of a Site, any installation,
maintenance, material alteration or removal of equipment at a Site by TRITEL and
any activities whatsoever requiring access to a tower structure, must be
performed by a contractor reasonably acceptable to CROWN (which acceptance may
specifically include a requirement that all such contractors provide to CROWN,
in advance of any such work, certificates of insurance consistent with the
provisions of this Agreement). CROWN's consent thereto shall not be unreasonably
withheld, conditioned or delayed. Notwithstanding the foregoing contained
through section 6.1, TRITEL shall have the right to access and perform routine
maintenance upon its equipment without notice to or approval by CROWN.
Any erection, maintenance, replacement and removal will in no way
damage or interfere with CROWN's use of or any operations at the communications
facility. If damage or interference is caused by TRITEL and TRITEL fails to make
such repair or commence the repairs within thirty (30) days after notice by
CROWN, CROWN may make the repairs and the reasonable costs thereof shall be
payable to CROWN by TRITEL upon written notice. If TRITEL does not make payment
to CROWN within thirty (30) days after such notice, CROWN shall have the right
to immediately terminate the applicable SLA. No materials may be used in the
installation of the antennas or transmission lines that will cause corrosion or
rust or deterioration of the tower structure or its appurtenances.
6.2. LIENS. TRITEL must keep the Site free from any liens arising from
any work performed, materials furnished or obligations incurred by or at the
request of TRITEL. If any lien is filed against the Site as a result of the acts
or omissions of TRITEL's employees, agents or contractors, TRITEL must discharge
the lien or bond the lien off in a manner reasonably satisfactory to CROWN
within thirty (30) days after TRITEL receives written notice from any party that
the lien has been filed. If TRITEL fails to discharge or bond any lien within
such period, then, in addition to any other right or remedy of CROWN, CROWN may,
at CROWN's election, discharge the lien by either paying the amount claimed to
be due or obtaining the discharge by deposit with a court or a title company or
by bonding. TRITEL must pay on demand any amount paid by CROWN for the discharge
or satisfaction of any lien, and all reasonable attorneys' fees and other legal
expenses of CROWN incurred in defending any such action or in obtaining the
discharge of such lien, together with all necessary and reasonable disbursements
in connection therewith.
6.3. WAIVER OF CROWN'S LIEN. CROWN waives any lien rights it may have
concerning TRITEL's improvements which are deemed TRITEL's personal property and
TRITEL has the right to remove the same at any time without CROWN's consent.
6.4. POSSESSION. Taking possession of the Site by TRITEL is conclusive
evidence that TRITEL:
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6.4.1. Accepts the Site as suitable for the purposes for which they
are leased;
6.4.2. Accepts the Site and any structure on the Site and every part
and appurtenance thereof AS IS, with all faults; and,
6.4.3. Waives any claims against CROWN in respect of defects in the
Site or the Leased Premises and its appurtenances, their
habitability or suitability for any permitted purposes,
except:
6.4.3.1. If otherwise expressly provided hereunder;
6.4.3.2. If resulting from the negligence or willful
misconduct of CROWN, CROWN's employees, agents or
contractors;
6.4.3.3. If resulting from any known claim by a third party
not identified by CROWN in CROWN's representations
under this Agreement; or,
6.4.3.4. If CROWN had actual or constructive knowledge or
should have known of defects and did not disclose
those defects to TRITEL.
For the purposes of this provision, TRITEL is deemed
to take possession upon the Commencement Date of the
respective SLA. Conducting tests and inspections on the
Site is not the commencement of construction.
7. INTERFERENCE
TRITEL agrees to have installed transmitting and receiving equipment of
the type and frequency which will not cause Measurable Interference as defined
by the FCC to CROWN and/or other users of the communications facility at the
Site whose equipment is properly tuned and operating. A "present user" of the
communications facility at the Site shall be defined as a telecommunications
provider licensed by the FCC which is located on the communications facility at
the Site as of the Commencement Date of each SLA and specifically identified in
each SLA and may include without limitation, Crown. In the event TRITEL's
equipment causes such interference, with any Present User whose equipment is
properly tuned and operating, TRITEL will take all steps necessary to correct
and eliminate the interference within fortyeight (48) hours of the notice of
such interference by CROWN via facsimile, or via other notice defined in this
Agreement, to TRITEL's Director of Network Engineering. CROWN agrees that any
future users of the Leased Premises who take possession after the date of
execution of any SLA will have installed transmitting and receiving equipment of
the type and frequency which will not cause Measurable Interference to TRITEL.
If any user of the Site causes Measurable Interference to TRITEL and CROWN does
not commence efforts to facilitate the cure of that Measurable Interference,
then TRITEL may terminate the applicable SLA after 48 hours written notice from
TRITEL. TRITEL will reasonably cooperate with CROWN and any user to help
eliminate Measurable Interference provided that reasonable cooperation shall
include the expenditure of time and not the expenditure of money. In the event
of such termination, TRITEL agrees to waive any other available remedies.
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8. INDEMNIFICATION
TRITEL shall indemnify and hold CROWN and all subsidiary companies and
affiliates harmless against any claim of liability or loss from bodily injury
and/or property damage resulting from or arising out TRITEL's and/or any of its
subcontractors', servants', agents' or invitees' use or occupancy of the Site,
including but not limited to any claim of liability or loss associated with any
Environmental Hazards as defined in this Agreement, excepting, however, such
claims or damages as may be due to or caused by the negligence or willful
misconduct of CROWN, or its subcontractors, servants, agents or invitees. If
CROWN is made a party to any litigation commenced by or against TRITEL for any
of the above reasons, then TRITEL shall protect and hold CROWN harmless and pay
all reasonable costs, penalties, charges, damages, expenses and reasonable
attorneys' fees incurred or paid by CROWN in connection therewith.
CROWN shall indemnify and hold TRITEL and all subsidiary companies and
affiliates harmless against any claim of liability or loss from bodily injury
and/or property damage resulting from or arising out CROWN's and/or any of its
subcontractors', servants', agents' or invitees' use or occupancy of the Site,
including but not limited to any claim of liability or loss associated with any
Environmental Hazards as defined in this Agreement, excepting, however, such
claims or damages as may be due to or caused by the negligence or willful
misconduct of TRITEL, or its subcontractors, servants, agents or invitees. If
TRITEL is made a party to any litigation commenced by or against CROWN for any
of the above reasons, then CROWN shall protect and hold TRITEL harmless and pay
all reasonable costs, penalties, charges, damages, expenses and reasonable
attorneys' fees incurred or paid by TRITEL in connection therewith.
9. INSURANCE
TRITEL shall maintain at its expense throughout the term of this
Agreement, general liability insurance with a combined single limit of Five
Million ($5,000,000.00) Dollars for bodily injury and property damage. At
execution of this Agreement, TRITEL shall provide to CROWN a Certificate of
Insurance evidencing CROWN as an additional insured and which shall contain a
provision for thirty (30) day notice to CROWN of cancellation or material
change. TRITEL shall also maintain Auto Liability insurance in an amount no less
than One Million ($1,000,000.00) Dollars combined single limit for bodily injury
and/or property damage. TRITEL must also maintain statutory Workers'
Compensation Insurance and Employee's Liability for the statutory limit but in
no event less than One Million ($1,000,000.00) Dollars. The amount of the
insurance limits identified above shall be increased on every fifth anniversary
of the date of this Agreement by twentyfive (25%) percent over the amount of the
insurance limits for the immediately preceding five (5) year period.
All insurers will be rated AX(10) or better and must be licensed to do
business in the jurisdiction where the respective Sites are located. The
provision of insurance required in this Agreement shall not be construed to
limit or otherwise affect the liability of TRITEL.
TRITEL will not do or permit to be done in or about the Leased Premises
nor bring or keep or permit to be brought to the Leased Premises anything that
will increase the existing premiums for any insurance policy carried by CROWN
covering the Site, any improvements thereon, or the Leased Premises; or, (b)
will increase the existing premiums for any such policy
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Crown covering the Site beyond that contemplated for the addition of TRITEL's
communications equipment and cabinet or building. CROWN acknowledges and agrees
that the installation of TRITEL's communications equipment upon the Leased
Premises in accordance with the terms and conditions of this Agreement will be
considered within the underwriting requirements of any of CROWN's insurers and
such premiums contemplate the addition of the communications equipment.
The parties hereby waive any and all rights of action for negligence
against the other which may hereafter arise on account of damages to the
premises or Site resulting from any fire, or other casualty of the kind covered
by standard fire insurance policies, regardless of whether or not, or in what
amounts, such insurance is now or hereafter carried by the parties, or either of
them. TRITEL and CROWN shall each obtain a Waiver of Subrogation from their
respective insurance companies in which said insurance companies also waive
their respective rights to recover.
TRITEL's contractors will maintain Independent Contractor Insurance in
the amounts indicated above.
10. SURRENDER OF PREMISES
TRITEL, upon termination of the Agreement or the applicable SLA, shall
have removed its equipment, personal property and all fixtures and have restored
the Site to its original Condition, reasonable wear and tear excepted. If such
time for removal causes TRITEL to remain on the Site after termination of this
Agreement or the applicable SLA, the annual fee shall be increased to one and
onehalf times the then existing annual fee until such time as the removal of all
equipment is completed. Nothing in this provision shall be construed as
providing TRITEL the right to hold over and CROWN, immediately upon the
termination or expiration of the Agreement or the applicable SLA, shall have the
right to remove TRITEL from the Leased Premises.
11. COVENANTS AND WARRANTIES
11.1. CROWN. CROWN warrants, with respect to each particular SLA that:
11.1.1. CROWN, or the entity for which CROWN possesses the
management rights, owns good, marketable fee simple title,
has a good and marketable leasehold interest, has the
right as a manager or has a valid lease, easement, or
other interest in the land on which the Site is located
and has the right of access thereto;
11.1.2. CROWN will not permit or suffer the installation and
existence of any other improvement upon the structure or
land of which the Site is a portion if such improvement
materially interferes with transmission or reception by
TRITEL's communications equipment;
11.1.3. The Leased Premises, to the best knowledge of CROWN, is
not contaminated by any Environmental Hazards as defined
below;
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11.1.4. Telephone service and electrical service are available to
TRITEL at each and every Site with the understanding that
TRITEL will pay for utility services needed to operate its
communications equipment; and,
11.1.5. CROWN will keep, at CROWN's expense, the communications
structure upon which TRITEL's antennas are installed in
good repair as required by law and applicable state and
local codes and regulations and shall also comply with all
rules and regulations enforced by the FCC and FAA with
regard to the lighting, marking and painting.
11.1.6. CROWN shall also maintain during the term of each SLA
property insurance, including coverage for fire, extended
coverage, vandalism and malicious mischief on the Site, in
an amount not less than 90% of the full replacement cost
of the tower and related facilities (excluding, however,
all communications equipment at the Site).
11.2. TRITEL. TRITEL warrants, with respect to each particular SLA
that:
11.2.1. TRITEL will maintain the antennas, transmission lines and
other appurtenances in proper operating condition and
maintain same as to appearance and safety; and,
11.2.2. All installations and operations by TRITEL in connection
with this Agreement shall meet with all applicable rules
and regulations of the FCC and all applicable state and
local codes and regulations. CROWN specifically assumes no
responsibility for the licensing, operation. and/or
maintenance of TRITEL's radio equipment, except as
specifically provided herein.
11.3. MUTUAL. Each party represents and warrants to the other party
that:
11.3.1. It has full right, power and authority to make this
Agreement and to enter into the SLAs;
11.3.2. The making of this Agreement and the performance thereof
will not violate any laws, ordinances, restrictive
covenants, or other agreements under which such party is
bound;
11.3.3. That such party is qualified to do business in any states
in which the Sites are located; and,
11.3.4. All persons signing on behalf of such party were
authorized to do so by appropriate corporate or
partnership action.
11.4. NO BROKERS. CROWN and TRITEL represent to each other that neither
has had any dealings with any real estate brokers or other brokers or agents in
connection with this Agreement; however if TRITEL subsequently obtains a realtor
who will represent TRITEL in
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regards to this transaction, and then TRITEL shall be responsible for the
compensation of that realtor.
11.5. WARRANTIES AND REPRESENTATIONS. The warranties and
representations made in paragraphs 11.1 and 11.3 shall be deemed to be made,
reaffirmed, ratified, rewarranted and re-represented upon the execution of each
SLA.
12. CASUALTY OR CONDEMNATION
12.1. CASUALTY. If there is a casualty to any structure upon which a
TRITEL communications facility is located, CROWN must within ninety (90) days
repair or restore the structure. During said period of repair or restoration,
fees identified in this Agreement applicable to that Site shall be abated. Upon
completion of such repair or restoration, TRITEL is entitled to reinstall
TRITEL's communications equipment. In the event such repairs or restoration will
reasonably require more than ninety (90) days to complete, TRITEL is entitled to
terminate the applicable SLA upon thirty (30) day's prior written notice. During
such restoration period, TRITEL may request to install or place a temporary
communications facility upon the Site to operate its communications facility.
Such installation shall be approved by CROWN and TRITEL, and rental reduction
shall be negotiated prior to such installation.
12.2. CONDEMNATION. If there is a condemnation of the Site which
renders the Site unusable, including without limitation a transfer of the Site
by consensual deed in lieu of condemnation, then the SLA for the condemned Site
will terminate upon transfer of title to the condemning authority, without
further liability to either party under this Agreement. TRITEL is entitled to
pursue a separate condemnation award for TRITEL's communications equipment and
interest in the Site, from the condemning authority.
13. DEFAULT
13.1. TRITEL'S DEFAULT. The occurrence of any one or more of the
following shall constitute an "Event of Default" by TRITEL under this Agreement:
13.1.1. If TRITEL fails with respect to any Site to pay any fee or
other sums payable by TRITEL within twenty (20) business
days of TRITEL's receipt of written request for payment;
13.1.2. Breach of any representation, warranty or covenant set
forth in this Agreement including any SLA, with the
exception of the nonpayment of any fee or other sums by
TRITEL, which is not cured within thirty (30) days of
receipt of written notice, except such thirty (30) day
cure period will be extended as reasonably necessary to
permit TRITEL to complete the cure so long as TRITEL
commences the cure within such thirty (30) day period and
thereafter continuously and diligently pursues and
completes such cure;
13.1.3. If any petition is filed by or against TRITEL, under any
section or chapter of the present or any future federal
Bankruptcy Code or under any similar law or statute of the
United States or any state thereof (and with respect to
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any petition filed against TRITEL, such petition is not
dismissed within sixty (60) days after the filing
thereof), or TRITEL is adjudged bankrupt, or insolvent in
proceedings filed under any section or chapter of the
present or any future Bankruptcy Code or under any similar
law or statute of the United States or any state thereof;
13.1.4. If a receiver, custodian or trustee is appointed for
TRITEL or for any of the assets of TRITEL and such
appointment is not vacated within sixty (60) days of the
date of appointment;
13.1.5. If TRITEL makes a transfer in fraud of creditors; or,
13.1.6. If TRITEL's equipment is found to be interfering as
described in this Agreement and said interference is not
timely corrected as provided herein.
13.2. CROWN'S REMEDIES. If an Event of Default occurs, in addition to
any other remedy at law or equity, CROWN (without notice or demand except as
expressly required above) may terminate this Agreement or the applicable SLAs,
in which event TRITEL will immediately surrender the Sites to CROWN. TRITEL will
become liable for damages equal to the total of:
13.2.1. The actual and reasonable costs of recovering the Sites;
13.2.2. The fee earned as of the date of termination, plus
interest thereon from the date due until paid;
13.2.3. The amount by which any fees and other benefits that CROWN
would have received under the SLAs for the remainder of
the term under the SLAs; and
13.2.4. All other sums of money and damages owing by to CROWN.
CROWN may elect any one or more of the foregoing remedies with respect
to this Agreement or to any particular SLA. CROWN agrees to waive recovery of
consequential damages.
13.3. CROWN'S DEFAULT. The occurrence of any one or more of the
following shall constitute an "Event of Default":
13.3.1. If CROWN is in breach of any representation, warranty or
covenant set forth in this Agreement and such breach is
not cured within thirty (30) days of receipt of written
notice thereof, except such thirty (30) day cure period
will be extended as reasonably necessary to permit CROWN
to complete the cure so long as CROWN commences the cure
within such thirty (30) day period and thereafter
continuously and diligently pursues and completes such
cure;
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13.3.2. If any petition is filed by or against CROWN, under any
section or chapter of the present or any future federal
Bankruptcy Code or under any similar law or statute of the
United States or any state thereof (and with the respect
to any petition filed against CROWN, such petition is not
dismissed within sixty (60) days after the filing
thereof), or CROWN is adjudged bankrupt or insolvent in
proceedings filed under any section or chapter of the
present or any future Bankruptcy Code or under any similar
law or statute of the United States or any state thereof;
13.3.3. If a receiver, custodian or trustee is appointed for CROWN
or for any of the assets of CROWN and such appointment is
not vacated within sixty (60) days of the date of
appointment; or,
13.3.4. If CROWN makes a transfer in fraud of creditors.
13.4. If an Event of Default occurs, TRITEL may, in addition to any
other remedy available at law or in equity, at TRITEL's option upon written
notice:
13.4.1. Terminate the applicable SLA;
13.4.2. Incur any reasonable expense necessary to perform the
obligation of CROWN specified in such notice and invoice
CROWN for the reasonable expenses, together with interest
as set forth herein from the date named. Any invoice shall
be accompanied by documentation detailing reasonable
expenses. If CROWN fails to reimburse the costs within
thirty (30) days of receipt of written notice, then TRITEL
is entitled to offset and deduct such expenses from the
fees or other charges next becoming due under any SLA.
TRITEL may elect any one or more of the foregoing remedies with respect to any
particular SLA. TRITEL agrees to waive recovery of consequential damages.
14. ENVIRONMENTAL MATTERS
CROWN represents and warrants that to the best of CROWN's knowledge
there are no Environmental Hazards on any Site. Nothing in this Agreement or in
any SLA will be construed or interpreted to require that TRITEL remediate any
Environmental Hazards located at any Site unless TRITEL or TRITEL's officers,
employee, agents or contractors placed the Environmental Hazards on the Site.
TRITEL will not bring to, transport across or dispose of any Environmental
Hazards on any particular Leased Premises or Site without CROWN's prior written
approval, which approval shall not unduly be withheld or delayed. TRITEL's use
of any approved substances constituting Environmental Hazards must comply with
all applicable laws, ordinances and regulations governing such use.
The term "Environmental Hazards" means hazardous substances, hazardous
wastes, pollutants, asbestos, polychlorinated biphenyl (PCB), petroleum or other
fuels (including crude oil or any fraction or derivative thereof) and
underground storage tanks. The term "hazardous substances" shall be defined in
the Comprehensive Environmental Response, Compensation, and
12
Liability Act, and any regulations promulgated pursuant thereto. The term
"pollutants" shall be as defined in the Clean Water Act, and any regulations
promulgated pursuant thereto. This Section shall survive termination of the
Agreement and any particular SLA.
15. COVENANT OF QUIET ENJOYMENT
CROWN covenants that TRITEL, on paying the rent and performing all the
terms, covenants and conditions of this Agreement, shall peaceably and quietly
have, hold and enjoy the Leased Premises.
16. ENTIRE AGREEMENT
It is agreed and understood that this Agreement, including all SLAs,
contain all the agreements, promises and understandings between CROWN and TRITEL
and that no verbal or oral agreements, promises or understandings shall be
binding upon either CROWN or TRITEL in any dispute, controversy or proceeding at
law, and any addition, variation or modification to this Agreement shall be void
and ineffective unless made in writing signed by the parties.
17. GOVERNING LAW
The laws of the Commonwealth of Kentucky, disregarding conflict of law
principles, shall govern this Agreement. Further, each party submits to the
jurisdiction of any federal or commonwealth court sitting in Louisville,
Kentucky.
18. ASSIGNMENT
This Agreement may not be sold, assigned or transferred, in whole or in
part, by TRITEL without prior approval or consent of CROWN which consent may not
be unreasonably withheld, delayed or conditioned; provided, however, that TRITEL
may assign its interest in this Agreement to its parent company, any subsidiary
or affiliate, or to any successor-in-interest or entity acquiring 51% or more of
its stock or assets, or that has net worth of at least $25,000,000.00. It is
understood that any such assignment shall not relieve TRITEL of any liability
for performance of this Agreement. TRITEL acknowledges that TRITEL is the
current holder of all FCC Licenses for the Sites and for the equipment installed
at the Sites pursuant to this Agreement.
19. SEVERABILITY
If any provision of this Agreement or any SLA is invalid or
unenforceable with respect to any party, the remainder of this Agreement, or the
application of such provision to persons other than those as to whom it is held
invalid or unenforceable, is not to be affected and each provision of this
Agreement is valid and enforceable to the fullest extent permitted by law.
20. NO WAIVER
No provision of this Agreement will be deemed to have been waived by
either party unless the waiver is in writing and signed by the party against
whom enforcement is attempted. The rights granted in this Agreement are
cumulative of every other right or remedy that the
13
enforcing party may otherwise have at law or in equity or by statute and the
exercise of one or more rights or remedies will not prejudice or impair the
concurrent or subsequent exercise of other rights or remedies.
21. REPRESENTATION
The parties acknowledge and agree that they have been represented by
counsel and that each of the parties has participated in the drafting of this
Agreement. Accordingly, it is the intention and agreement of the parties that
the language, terms and conditions of this Agreement are not be construed in any
way against or in favor of any party hereto by reason of the responsibilities in
connection with the preparation of this Agreement.
22. NOTICES
All notices hereunder shall be in writing and shall be given by (i)
established express delivery service which maintains delivery records, (ii) hand
delivery, or (iii) certified or registered mail, postage prepaid, return receipt
requested. Notices may also be given by facsimile transmission, provided the
notice is concurrently given by one of the above methods. Notices are effective
upon receipt, or upon attempted delivery if delivery is refused or if delivery
is impossible because of failure to provide reasonable means for accomplishing
delivery. The notices shall be sent to the parties at the following addresses:
As to Licensee: Tritel Communications, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
As to CROWN: Crown Communication Inc.
Crown Square at Southpointe
▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Legal Department
CROWN or TRITEL may from time to time designate any other additional
address for this purpose by giving written notice to the other party.
23. BINDING EFFECT
This Agreement shall extend to and bind the heirs, personal
representatives, successors and assigns of the parties hereto.
24. PRIME LEASE AGREEMENT
The parties acknowledge that CROWN's rights in the Site may be derived
from a separate agreement with a third party hereinafter referred to generally
as a "Prime Lease" in which CROWN is lessee, grantee or licensee therein. If
this is the case, a copy of said Prime Lease shall be attached as Exhibit "4" to
the SLA, and the following provisions shall be
14
applicable. In the event approval of the prime lessor, grantor or licensor is
required in the Prime Lease, the effectiveness of any SLA concerning such
property shall be specifically subject to the obtaining of such approval and
CROWN will exercise its reasonable efforts to obtain such approval at no
additional cost to CROWN. Further, all the terms, conditions and covenants
contained in this Agreement shall be specifically subject to and subordinate to
the terms and conditions of any Prime Lease affecting the Site which is the
subject of the particular SLA. In the event any of the provisions of the Prime
Lease supersede or contradict the terms of this Agreement, such terms of this
Agreement shall be deemed deleted or superseded to the extent of the
contradiction as applicable to the Site utilized by TRITEL. Further, TRITEL
agrees that the SLA shall be subject to the terms of the Prime Lease. Lastly, in
the event the Prime Lease terminates for any reason, the SLA relating to the
Site covered by said Prime Lease shall be deemed to have terminated effective
the date of the termination of the Prime Lease.
25. TERMINATION
In the event any previously approved zoning or governmental permit
affecting the use of the property or the Site as a communications facility is
withdrawn or terminated, the SLA relating to the property covered by said permit
or approval shall be deemed to have been terminated effective the date of the
termination of the permit or approval.
In addition to any other rights to terminate an SLA, CROWN has the
right to terminate an SLA and all of TRITEL's rights to the premises pursuant to
the SLA if any equipment placed on the Site by TRITEL unreasonably interferes
with any equipment located on said Leased Premises and TRITEL fails to resolve
such interference problem as provided herein.
26. MAINTENANCE OF TOWER AND COMPLIANCE WITH LAW
CROWN, at CROWN's sole cost and expense, shall maintain the tower, and
any other portions of the Property and improvements thereto, in good order and
repair, wear and tear, damage by fire, the elements or other casualty excepted.
CROWN shall be responsible for compliance with any applicable marking and
lighting requirements of the FAA and the FCC and any and all other applicable
rules, laws, regulations which are applicable to any tower or other structure
and any property under each SLA. Notwithstanding the foregoing, TRITEL shall be
responsible for compliance with all applicable rules, laws, regulations which
are applicable to TRITEL's equipment, antennae, cabinet and other items and
property belonging to TRITEL.
27. SUPERSEDES
This Agreement revokes and supersedes any other oral or written
agreements between the parties, whether or not in writing, that pertain to the
subject matter described herein. Notwithstanding the foregoing, the parties
agree to be bound by that Confidentiality Agreement dated October 8, 1998.
Notwithstanding anything contained in these exhibits and schedules, in
the event that there is any conflict between the terms of these exhibits and
schedules and paragraph 7 of this Agreement, the terms and provisions of the
exhibits and schedules shall control.
15
28. COMPLIANCE WITH FCC RADIO
FREQUENCY RADIATION REQUIREMENTS
28.1. TRITEL'S INSTALLATION OR MODIFICATION OF EQUIPMENT AT THE SITES.
If TRITEL's installation or modification of equipment at a Site would put any
user of the Site into noncompliance with the FCC's exposure limits for radio
frequency radiation, then (i) in the event that such noncompliance can be cured
by limiting the general public's access to the Site, TRITEL shall pay its
prorata costs associated with limiting access to the Site prior to making such
installation and/or modification; or, (ii) in the event such noncompliance can
be cured by modifying the equipment of existing users of the Site, and such
users consent to such modifications, TRITEL shall pay its prorata costs
associated with making such modifications.
28.2. FUTURE COOPERATION. In the event that future installations and/or
modifications proposed by third parties would put any user of the Site into
noncompliance with the FCC's exposure limits for radio frequency radiation and
cannot be cured by limiting access to the Site, TRITEL shall not unreasonably
withhold its consent, when requested by CROWN, to modify its equipment so long
as all costs associated with making such modifications to TRITEL's equipment are
borne by the party proposing such installation and/or modification. TRITEL
further agrees that in the event that there is any change to applicable rules,
regulations and procedures governing radio frequency radiation which put the
Site into noncompliance with the FCC's or any other governmental agency's
exposure limits for radio frequency radiation, TRITEL will cooperate with CROWN
and other users of the Site to bring the Site into compliance, which cooperation
shall include but not be limited to sharing pro rata the costs associated with
bringing the Site into compliance.
28.3. PROTECTION OF WORKERS. TRITEL agrees to reduce power or suspend
operation if necessary and upon reasonable notice to prevent possible
overexposure of workers or the public to RF radiation. In the event that such
reduction or suspension causes a material reduction or impairment in service
and/or impairs in building coverage and the coverage objectives of TRITEL to the
applicable communications facility at the applicable Site for a period of ten
(10) days or more, TRITEL shall have the right to terminate the applicable SLA
(without further remedy or right of recovery).
28.4. CROWN'S OBLIGATIONS. CROWN agrees not to permit any subsequent
installation and/or modification on or to the Site if such installation and/or
modification would put any user of the Site into noncompliance with the FCC's
exposure limits for radio frequency radiation. CROWN further agrees to limit
access to the general public in areas where the FCC's exposure limits are
exceeded and agrees to post appropriate signs warning the general population of
such limited access.
28.5. MUTUAL CERTIFICATIONS. CROWN and TRITEL each certifies to the
other that it has adopted a safety plan for its employees and requires
certification of its subcontractors working in the vicinity of the Site to
ensure that no such person is exposed to RF emissions in excess of the limits
specified by the FCC, its employees and subcontractors, have been directed to
comply with their respective safety plan.
29. THIRD PARTIES
16
Any obligations imposed on TRITEL in this Agreement shall be equally
and fully applicable to any other third parties that TRITEL brings on to the
property or comes upon the property through or under the authority of TRITEL.
Any breach by such other third parties shall be deemed a breach by TRITEL of
this Agreement and TRITEL shall be fully liable and responsible to CROWN
pursuant to the terms of this Agreement for such breach.
[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]
17
IN WITNESS WHEREOF, the parties hereto have set their hands and affixed
their respective seals the day and year first above written.
TRITEL COMMUNICATIONS, INC.
By: _____________________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇. Executive Vice President
and Chief Operating Officer
CROWN COMMUNICATION INC.
By: _____________________________________
▇▇▇▇ ▇. ▇▇▇▇▇, Executive Vice President
and Chief Operating Officer
18
Echo 013 KY-LEX, Lexington
EXHIBIT "A" TO THE MASTER LEASE AGREEMENT
-----------------------------------------
SITE LEASE ACKNOWLEDGMENT
This Master Lease Site Lease Acknowledgment ("SLA") is made and entered
into as of this ____ day of _______, 1999, by and between TRITEL COMMUNICATIONS,
INC., a Delaware corporation ("TRITEL") and CROWN COMMUNICATION INC., a Delaware
corporation, d/b/a CROWN COMMUNICATIONS ("CROWN"), pursuant and subject to that
certain Master Lease Agreement (the "Agreement") by and between the parties
hereto, dated as of October 30, 1998. All capitalized terms have the meanings
ascribed to them in the Agreement.
1. The Site shall consist of a portion of that certain parcel of
property, located in the City of Lexington, the County of Fayette, and the State
of Kentucky, more particularly described as all of ▇▇▇ ▇-▇▇ ▇▇▇▇▇ "▇", ▇▇▇▇ ▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Subdivision, together with the non-exclusive right for
ingress and egress, seven (7) days a week twentyfour (24) hours a day, on foot
or motor vehicle, including trucks, and for the installation and maintenance of
utility wires, poles, cables, conduits, and pipes over, under, or along a
rightofway extending from the nearest public rightofway to the premises, said
premises and rightofway for access being substantially as described herein in
Exhibit "4" (collectively the "Site") to the SLA attached hereto and made a part
hereof.
2. TRITEL shall have the right to install its antennas and equipment
consistent with the specifications and in the locations described below:
Manufacturer and type-number: Tx: Three (3) Allgon 7200.01
Rx: Three (3) Allgon 7251.01
Number of antennas: Six (6)
Weight and dimension of antenna(s) (LxWxD): Tx: 13.2 lbs., 74.8" x 5.5" x 2"
Rx: 17.6 lbs., 75" x 5" x 3.2"
Transmission line mfr. & type no.: Comscope CR50-1873PE
Diameter & length of transmission line: 1 5/8", 315'
Location of antennas (as described in
Exhibit "2" attached hereto and made a
part hereof): Echo 013 KY-LEX, Lexington
Centerline height of antenna(s) on structure: 265'
Direction of radiation: 0(o), 0(o), 120(o), 120(o), 240(o), 240(o)
▇▇
▇▇▇▇ ▇▇▇ ▇▇-▇▇▇, ▇▇▇▇▇▇▇▇▇
Equipment building/floor space
dimensions (as described in Exhibit "3"
attached hereto and made part hereof): To be mounted in Room A in a 9' x
10' lease area within CROWN's
equipment building.
Frequencies/Max Power Output Tx: 1950-1965
Rx: 1950-1965
3. The first (1st) annual fee payment due and payable by TRITEL to
CROWN is [CONFIDENTIAL TREATMENT REQUESTED] per year, payable in equal monthly
installments of [CONFIDENTIAL TREATMENT REQUESTED], in accordance with the
Agreement. Any future fee adjustments shall be calculated in accordance with the
Agreement.
4. The parties acknowledge that CROWN's rights in the property derive
from a certain agreement dated August 15, 1997 between CROWN herein and ▇▇▇▇▇▇
▇. Crown d/b/a Crown Communications, hereinafter referred to as the "Prime
Lease" and attached hereto as Exhibit "4" to the SLA.
IN WITNESS WHEREOF, the parties hereto have set their hands and affixed
their respective seals the day and year first above written.
TRITEL COMMUNICATIONS, INC.
By: _____________________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇. Executive Vice President
and Chief Operating Officer
CROWN COMMUNICATION INC.
D/B/A/ CROWN COMMUNICATIONS
By: _____________________________________
▇▇▇▇ ▇. ▇▇▇▇▇, Executive Vice President
and Chief Operating Officer
Echo 013 KY-LEX, Lexington
EXHIBIT "1" TO THE SLA
SITE DESCRIPTION
Street Address: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Latitude: 38(o) 0' 54"
Longitude: 84(o) 26' 18"
Echo 013 KY-LEX, Lexington
EXHIBIT "2" TO THE SLA
LOCATION OF ANTENNAS
SEE ATTACHED ENGINEERING SHEET
CROWN COMMUNICATIONS, INC
ENGINEERING SHEET
CUSTOMER: Tritel Communications
JOB NUMBER 3199
SITE OF INTEREST: ECHO-013 KY-LEX LEXINGTON
REQUESTED INSTALLATION DATE: ________________
Crown Project Manager ▇▇▇▇▇▇▇▇ ▇▇▇▇ Phone Number ▇▇▇-▇▇▇-▇▇▇▇ Ext. 15
Network Manager ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Phone Number ▇▇▇-▇▇▇-▇▇▇▇
-----------------------
Latitude: 38(0) 00' 55.00" N Rev. Date
-----------------------
Longitude: 84(0) 26' 17.00" W 12/17/98
-----------------------
ANTENNA INFORMATION:
*See Key Below
------------------------------------------------------------------------------------------------------------------------------------
ANTENNA USE ANT. ANTENNA LEVEL UPRIGHT AZIMUTH DOWN TOWER FEEDLINE FEEDLINE COLOR
ID CODE TYPE MODEL (FEET) /INVERT (0)T/M TILT MOUNT TYPE LENGTH CODE
* * CTR LINE (0) PREAmp
------------------------------------------------------------------------------------------------------------------------------------
1 A1 T P 7200.01 265' Upright 0(0) - - 1 5/8" 315' 2
------------------------------------------------------------------------------------------------------------------------------------
2 A4 R P 7251.01 265' Upright 0(0) - Yes 2 x 1 5/8" 315' 2222
------------------------------------------------------------------------------------------------------------------------------------
3 B1 T P 7200.01 265' Upright 120(0) - - 1 5/8" 315' 6
------------------------------------------------------------------------------------------------------------------------------------
4 B4 R P 7251.01 265' Upright 120(0) - Yes 2 x 1 5/8" 315' 6666
------------------------------------------------------------------------------------------------------------------------------------
5 C1 T P 7200.01 265' Upright 240(0) - - 1 5/8" 315' 9
------------------------------------------------------------------------------------------------------------------------------------
6 C4 R P 7251.01 265' Upright 240(0) - Yes 2 x 1 5/8" 315' 9999
------------------------------------------------------------------------------------------------------------------------------------
7
------------------------------------------------------------------------------------------------------------------------------------
8
------------------------------------------------------------------------------------------------------------------------------------
9
------------------------------------------------------------------------------------------------------------------------------------
10
------------------------------------------------------------------------------------------------------------------------------------
11
------------------------------------------------------------------------------------------------------------------------------------
12
------------------------------------------------------------------------------------------------------------------------------------
T-TRANSMIT O-OMNI M-MICROWAVE DISH G-GPS
R-RECEIVE P-PANEL Y-YAGI
D-DUPLEX D-DIPOLE S-SAT. DISH
ANTENNA SPECIFICATIONS:
------------------------------------------------------------------------------------------------------------------------------------
ANT. MODEL MANUFACTURER CONNECTOR TYPE DIMENSIONS WEIGHT WIND LOADING MOUNT
(H X W X D) WEIGHT
------------------------------------------------------------------------------------------------------------------------------------
7251.01 Allgon DIN Female 75"x5x3.2" 17.6 lbs 2.6 ft2 --
------------------------------------------------------------------------------------------------------------------------------------
7200.01 Allgon DIN Female 74.8"x5.5"x2" 13.2 lbs 2.85 ft2 --
------------------------------------------------------------------------------------------------------------------------------------
FEEDLINE MANUFACTURER: COMSCOPE CR5O-1873PE 1 5/8" COAX
LIGHTNING SUPPRESSOR:
------------------------------------------------------------------------------------------------------------------------------------
MANUFACTURER MODEL
------------------------------------------------------------------------------------------------------------------------------------
Polyphaser
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
EXHIBIT "2"
CROWN COMMUNICATIONS, INC
ENGINEERING SHEET
Base Station Equipment:
Manufacturer: Ericsson
Model Number:
Power Output (▇▇▇▇▇):
Connector Type(s): N Female
Floor Space Assign: 9' x 10' leased area per floor plan
Frequencies (Mhz): Transmit Receive
----------------------------------------------
1950-1965 1950-1965
----------------------------------------------
----------------------------------------------
----------------------------------------------
----------------------------------------------
----------------------------------------------
----------------------------------------------
----------------------------------------------
----------------------------------------------
TRANSMITTER INTERMOD PROTECTION:
Bandpass Filter Mfg.:
Bandpass Filter Model #:
Bandpass Filter Range:
Duplexer Mfg.:
Duplexer Model #:
Duplexer TXRX Isolation:
LAND/BUILDING/POWER REQUIREMENTS:
Building/Shelter Size: Equipment to be mounted in Room A as per floor plan
in 9'x 10' lease area
Building/Shelter Type:
Required AC Power: 100 amp service
House or Metered Power: Metered
Generator / Non Generator: Non-Generator
NETWORK ENGINEERING APPROVAL: JJE DATE: 12/18/98
COMMENTS / SPECIAL INSTRUCTIONS
Echo 013 KY-LEX, Lexington
EXHIBIT "3" TO THE SLA
DESCRIPTION OF EQUIPMENT BUILDING/FLOOR SPACE
SEE ATTACHED SITE PLAN
Echo 013 KY-LEX, Lexington
GRAPHIC OMITTED
Echo 013 KY-LEX, Lexington
EXHIBIT "4" TO THE SLA
PRIME LEASE AGREEMENT
SEE ATTACHED SPECIAL WARRANTY DEED
SPECIAL WARRANTY DEED
THIS DEED MADE the ____ day of ________, 1997 by and between ▇▇▇▇▇▇ ▇. CROWN
D/B/A CROWN COMMUNICATIONS, [a married man], with an address of the Township of
▇▇▇▇▇▇▇, County of Allegheny and Commonwealth of Pennsylvania (hereinafter
called "Grantor")
AND
CROWN COMMUNICATION INC., a Delaware corporation, with an address of ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ (hereinafter called "Grantee")
WITNESSETH, that for valuable consideration in the total amount of __________
paid in cash, the receipt of which is hereby acknowledged, Grantor does hereby
grant, bargain, sell, convey and transfer, unto Grantee, its successors and
assigns, the following described real estate situated in Fayette County,
Kentucky, and being more particularly described as follows:
All of ▇▇▇ ▇▇▇ ▇▇▇▇▇ "▇", ▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇ Industrial Subdivision, in Lexington,
Fayette County, Kentucky, as shown on the Fourth Amended Final Record Plat of
▇▇▇ ▇, ▇▇▇▇▇ "▇", ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Subdivision, of record in the Fayette
County Clerk's Office, Plat Cabinet J, Slide 196.
Being the same property conveyed to Crown Communications, a sole proprietorship,
by deed dated July 30, 1991, of record in Deed Book 1594, Page 578 and being the
same property conveyed to ▇▇▇▇▇▇ ▇. Crown d/b/a Crown Communications, by Deed of
Correction, dated December 23, 1991, of record in Deed Book 1614, page 58, both
in the Office of the Clerk of the County Court of Fayette County, Kentucky.
Exhibit 2
Exhibit 4
Echo 013 KY-LEX, Lexington
TO HAVE AND TO HOLD, Said land, with its appurtenances, unto said Grantee, its
successors and assigns forever, with covenant of Special Warranty, and said
Grantor further covenants with said Grantee, its successors and assigns, that
Grantor is lawfully seized of said land in fee simple, and has full right and
power to convey the same, and that said land is free from all encumbrances.
PROVIDED, however, there is excepted from the foregoing covenants and
warranties, all reservations, building and use restrictions in prior deeds or
instruments of record; public utility easements and other easements as shown of
record; all matters apparent upon an inspection of the property hereby conveyed
and all zoning and land use laws; and all coal, mineral and mining rights and
oil and gas leases heretofore granted.
WITNESS, Whereof said Grantor has hereunto set his hand on the day and
date first above written.
-------------------------------
▇▇▇▇▇▇ ▇. CROWN
D/B/A CROWN COMMUNICATIONS
COMMONWEALTH OF PENNSYLVANIA )
) ss:
COUNTY OF ALLEGHENY )
The foregoing instrument was acknowledged before me this ____ day of
August, 1997, by ▇▇▇▇▇▇ ▇. Crown, d/b/a Crown Communications.
My commission expires: ________________________
------------------------
Notary Public
Echo 013 KY-LEX, Lexington
CONSIDERATION CERTIFICATE
We, ▇▇▇▇▇▇ ▇. Crown, d/b/a Crown Communications, Grantor, and
_______________________, ______________________ of Crown Communication Inc., do
hereby certificate pursuant to KRS Chapter 382, that the abovestated
consideration in the amount of ______________, is true, correct and full
consideration paid for the property herein conveyed.
------------------------------------
▇▇▇▇▇▇ ▇. CROWN
D/B/A CROWN COMMUNICATIONS
------------------------------------
CROWN COMMUNICATION INC.
By: ________________________________
Its: _______________________________
COMMONWEALTH OF PENNSYLVANIA )
) SS:
COUNTY OF ALLEGHENY )
The foregoing consideration certificate was subscribed and sworn to
before me this ____ day of August, 1997, by ▇▇▇▇▇▇ ▇. Crown, d/b/a Crown
Communications, Grantor, and _____________________________, _________________,
of Crown Communication Inc., a Delaware corporation, Grantee, on behalf of the
corporation.
My commission expires: ________________________
------------------------
Notary Public
(SEAL)
This instrument was prepared by:
-----------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
(▇▇▇) ▇▇▇-▇▇▇▇
