1
PAGES CONTAINING CONFIDENTIAL MATERIAL HAVE BEEN STAMPED "CONFIDENTIAL
TREATMENT REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE
COMMISSION." THE REDACTED MATERIAL HAS BEEN BLACKENED OR MARKED WITH A STAR
(*).
EXHIBIT 10.26
2
ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT (the "Agreement") is made as of
August 30, 1996, by and between Champion Communication Services, Inc., a
Delaware corporation ("Seller"), and Nextel Communications, Inc., a Delaware
corporation ("Buyer").
RECITALS
A. Seller operates a business (the "Business") for which Seller is
licensed to operate (a) MHz specialized mobile radio ("SMR") two-way channels
located pursuant to licenses described in Schedule 1 (the
" Licenses") issued by the Federal Communications Commission ("FCC") and
(b) MHz channels located at other places in (the "Other Channels", and
collectively with the Channels, the "Channels") pursuant to licenses
described in Schedule 2 (the "Other Licenses", and collectively with the
Licenses, the "Licenses") issued by the FCC.
B. Seller desires to sell to Buyer and Buyer desires to purchase
from Seller all of the repeater and ancillary equipment listed in Schedule 3,
the customer list (including related code book information) set forth in
Schedule 4 and the other assets listed on Schedule 5 (collectively, the
"Assets").
C. Seller desires to assign to Buyer and Buyer desires to assume
from Seller all of Seller's rights under the Licenses.
D. Seller desires to assign to Buyer and Buyer desires to assume
from Seller all of Seller's rights and under the contracts listed in Schedule 6
(the "Contracts").
E. Buyer desires to obtain from Seller a Noncompetition Agreement in
the form of Exhibit A attached hereto (the "Noncompetition Agreement").
AGREEMENTS
1. PURCHASE AND SALE OF ASSETS. (a) Upon the terms and subject to the
conditions hereinafter set forth, on the Closing Date (as herein defined), (i)
Seller will sell and deliver to Buyer, and Buyer will purchase and acquire from
Seller, all of Seller's right, title and interest in and to the Assets, free
and clear of all liens, claims, mortgages, pledges, security interests,
encumbrances, adverse claims or restrictions whatsoever ("Liens"), and (ii)
Seller will assign to Buyer, and Buyer will assume from Seller, all of Seller's
interests under the Licenses and Contracts, free and clear of all Liens. EXCEPT
AS SPECIFICALLY PROVIDED OTHERWISE HEREIN, THE ASSETS ARE BEING PURCHASED "AS
IS" AND "WHERE IS" AND SELLER EXPRESSLY DISCLAIMS ANY EXPRESS AND IMPLIED
WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE.
Page 1
CONFIDENTIAL TREATMENT REQUESTED
THE REDACTED MATERIAL HAS BEEN
FILED WITH THE COMMISSION
3
(b) Notwithstanding anything to the contrary contained herein,
(i)(1) Buyer acknowledges and agrees that Seller shall have the right prior to
September 16, 1996 to trade or otherwise dispose of the Other Licenses for the
purpose of enabling Seller to deliver to Buyer 20 exclusive Licenses, and
Seller shall have the right to substitute one or more exclusive, fully
constructed MHz SMR FCC licenses located at for the Licenses
currently listed in Schedule 1, or to add to or subtract from the Licenses
currently listed in Schedule 1, in which case the substituted or added
licenses shall be considered for all purposes to be part of the Licenses;
provided, however, that Seller shall not take any of the actions described in
this clause (1) without Buyer's prior written consent (which shall not be
unreasonably delayed or withheld) and in no event shall Seller deliver to
Buyer less than 13 Licenses that satisfy the Sales Conditions (as
hereinafter defined), and (2) Seller shall not sell or otherwise dispose of any
Assets outside of the ordinary course of business, and (ii) the total number of
Licenses to be assigned and assumed hereunder shall be subject to the provisions
of Sections 1 (c) and (d).
(c) Seller shall be obligated to assign to Buyer, and Buyer shall be
obligated to assume from Seller, all Licenses which Seller delivers to
Buyer at the Closing (as hereinafter defined) to operate the Channels
which are fully constructed 800 MHz SMR FCC licenses located at which
are exclusive to the Licensee (and, upon assignment, to Buyer) for a distance
of 70 miles from the call station location (except as indicated otherwise in
Schedule 1) (the Sale Conditions"). To the extent any of the Licenses
currently listed in Schedule 1 do not satisfy the Sale Conditions as of
the date hereof, Seller shall use its commercially reasonable efforts to cause
the Sale Conditions to be satisfied. If and to the extent any of the
Licenses do not satisfy the Sale Conditions as of the Closing Date
(unless only because no more than one other licensee shares the use of the
designated frequencies within 70 miles of the call station location), Seller
shall not be obligated to assign to Buyer, and Buyer shall not be obligated
to assume from Seller, such Licenses, but all other transactions
contemplated hereby shall be consummated.
(d) Seller shall be obligated to assign to Buyer, and Buyer shall be
obligated to assume from Seller, all Other Licenses which Seller delivers to
Buyer at the Closing to operate on the Other Channels which are fully
constructed 800 MHz SMR FCC licenses which are exclusive to the licensee (and,
upon assignment, to Buyer) for a distance of 70 miles from the call station
location (the "Other Sale Conditions"). To the extent any of the Other Licenses
listed in Schedule 2 do not satisfy the Other Sale Conditions as of the date
hereof, Seller shall use its commercially reasonable efforts to cause the Other
Sale Conditions to be satisfied. If and to the extent any of the Other Licenses
do not satisfy the Other Sale Conditions as of the Closing Date, Buyer shall
not be obligated to assume from Seller such Other Licenses, but all other
transactions contemplated hereby shall be consummated.
2. ASSUMPTION OF LIABILITIES. Buyer is not assuming and shall not be
responsible for any liabilities or obligations of Seller whether arising out of
or in connection with the Assets or otherwise, except executory obligations
relating exclusively to periods of operation after the Closing Date under the
Contracts.
3. PURCHASE PRICE. (a) The purchase price (collectively, the
"Purchase Price") shall be equal to the sum of (a) $ for each License
assigned hereunder which as of the Closing Date has satisfied all Sale
Conditions, (b) $ for each License assigned hereunder which as
of the Closing Date has satisfied all Sale Conditions (except that
no more than one other
Page 2
CONFIDENTIAL TREATMENT REQUESTED
THE REDACTED MATERIAL HAS BEEN
FILED WITH THE COMMISSION
4
licensee shares the use of the designated frequencies within 70 miles of the
call station location), and (c) the amount set forth in Schedule 2 for each
Other License assigned hereunder which as of the Closing Date has satisfied all
Other Sale Conditions or as to which Buyer has waived such Other Sale
Conditions as permitted by the last sentence of Section 1(d). The Purchase
Price less the Deposit (as hereinafter defined) shall be paid by wire transfer
at the Closing.
(b) If, as of the Closing Date, the Sale Conditions have
not been satisfied with respect to any Licenses (unless the
Sale Conditions have not been satisfied solely because not more than one other
licensee shares the use of the designated frequencies within 70 miles of the
call station location, in which case this Section 3(b) shall not apply) or the
Other Sales Conditions have not been satisfied with respect to any Other
Licenses, Seller and Buyer shall negotiate in good faith for not more than 15
business days for the purpose of agreeing to an alternative purchase price with
respect to such Licenses. If Seller and Buyer cannot agree on an alternative
purchase price for such Licenses, (i) Seller shall not assign, and Buyer shall
not assume, such Licenses or any Contracts relating to such Licenses, and (ii)
Seller shall not sell, and Buyer shall not purchase, any of the Assets relating
to such Licenses.
(c) As a condition of Closing, Seller shall demonstrate that the
Business generates not less than $_______ in Annualized Recurring Revenue (the
"Revenue Test"). "Annualized Recurring Revenue" shall mean, on a pro forma
basis, four (4) times (i) the gross recurring revenue from SMR operations of
the Business based on actual billing for the full three-month period
immediately prior to the Closing (the "Test Period"), adjusted with respect to
all customers who are not billed monthly as if they were billed monthly,
decreased by (ii) (1) all revenues from customers with unpaid charges more
than sixty (60) days past due, (2) the amount of any taxes, user fees, deposits
or other pass through charges to the customers which are not retained as
revenue by Seller, (3) residual or commission fees to agents, resellers or the
like, and (4) that portion of the revenue shared with third parties. For
purposes of determining the Annualized Recurring Revenue, Seller shall be
entitled to include all revenues that would have been paid to Seller for SMR
services by persons or entities who are not customers of Seller and not
generating SMR service fees at the time the Annualized Recurring Revenue is
being computed, but who were customers of Seller for at least three months and
became customers of Buyer at any time after the date hereof.
Set forth in Schedule 4 is an Accounts Receivable Aging Schedule and a
Recurring Billing Schedule which sets forth the billing runs for the Test
Period and the Annualized Recurring Revenues calculated therefrom (the
"Financial Information"). At least three (3) business days prior to the
Closing, Seller shall certify and deliver to Buyer an updated Schedule 4.
Seller agrees not to modify its billing or pricing practices or conduct its
Business outside the ordinary course of business in any manner which may result
in overstating revenues for the Test Period.
4. ALLOCATION OF PURCHASE PRICE. The Purchase Price shall be
allocated as specified in Schedule 7 both for purposes of the payment thereof
and tax accounting for the sale of the Assets and the assignment of the
Licenses. The allocation of the Purchase Price shall be controlling for tax
purposes and shall be utilized in preparing IRS Form 8594.
Page 3
CONFIDENTIAL TREATMENT REQUESTED
THE REDACTED MATERIAL HAS BEEN
FILED WITH THE COMMISSION
5
5. METHOD OF PAYMENT OF PURCHASE PRICE. The Purchase Price shall be
paid as follows:
(a) Concurrently with the execution of this Agreement
and the delivery by Seller of an executed FCC Form 490 for each of the
Licenses, the sum of Twenty-Five Thousand Dollars ($25,000) (the "Deposit")
shall be delivered to Seller by wire transfer. The Deposit shall be invested in
an interest-bearing account, and the Deposit and any interest accrued thereon
shall be credited against the Purchase Price at the Closing.
(b) The Purchase Price shall be payable in cash at the
Closing. Provided that the Current Market Price (as hereinafter defined) shall
be not less than $10.00 per share, in lieu of paying the entire Purchase Price
in cash, Buyer shall have the right to issue shares of common stock ($0.001 par
value) ("Nextel Common Stock") to Seller for all or any portion of the Purchase
Price. The number of shares of Nextel Common Stock that may be issued hereunder
shall be the quotient of the allocated amount of Purchase Price to be paid in
Nextel Common Stock divided by the Current Market Price per share of Nextel
Common Stock as of the Closing Date. The "Current Market Price" shall be deemed
to be the average of the daily closing price per share of Nextel Common Stock
for the thirty (30) consecutive trading days immediately preceding the Closing
Date. In the event of a stock dividend, stock split or other reclassification
of the Nextel Common Stock during such 30-day period, the Current Market Price
shall be adjusted accordingly. The closing price for each trading day shall be
the last sale price, regular way, or in the absence of such trading, the
average of the closing bid and ask prices, regular way, in either case on the
national securities exchange or the NASDAQ National Market (whichever exchange
or market is the principal trading market for Nextel Common Stock at the time).
The term "trading day" shall mean a day on which the principal national
securities exchange on which Nextel Common Stock is listed is open for trading.
6. SALES TAX WITHHOLDING. Seller and Buyer shall each be responsible
for and pay one-half of all applicable state and local sales, transfer and use
taxes arising out of the transactions contemplated by this Agreement. Seller
and Buyer shall deliver to each other all applicable receipts evidencing
payment of such amounts to the applicable tax authorities. At the Closing, all
state and local personal property taxes related to the Assets shall be prorated
for the year in which the Closing occurs, based on the parties' mutual good
faith estimate of such taxes after taking into consideration such taxes for the
prior tax year. Buyer shall not be responsible for any business, occupation,
withholding or similar tax or any taxes of any kind related to any period
before the Closing Date.
7. NONCOMPETITION AGREEMENT. Seller shall enter into the
Noncompetition Agreement.
8. CLOSING. The closing (the "Closing") for the purchase and sale of
the Assets shall occur not later than twenty (20) days after the grant date of
the FCC consent constituting final orders to the assignment of the Licenses to
Buyer and the satisfaction of all other conditions specified herein; provided
that the Closing shall not take place prior to October 1, 1996. If the Closing
shall not have occurred on or before August 1, 1997, either party which at such
time is not in breach of any provision of this Agreement may terminate this
Agreement at any time thereafter without any further obligation or liability of
such party other than the return of the Deposit to Buyer. The day of the
Closing is herein referred to as the "Closing Date." A "final order" means that
forty-five (45) days shall have elapsed from the date of grant without any
filing of any adverse request, petition or appeal by any third party or by the
FCC on its own motion with respect to Buyer's application for the FCC's
Page 4
6
consent to the assignment of the Licenses to Buyer, or any resubmissions of any
such application, or, if challenged, such FCC consent shall have been
reaffirmed or upheld and the applicable period for seeking further
administrative or judicial review shall have expired without the filing of any
action, petition or request for further review. At the Closing, the parties
will exchange any documents, assignments, bills of sale and other instruments
called for by this Agreement or as either party or its counsel may reasonably
request. The Closing shall occur at a mutually convenient time and place.
9. PRORATIONS AND POST-CLOSING ADJUSTMENTS. (a) Appropriate
proration as of the close of business on the Closing Date shall be made with
respect to advance customer xxxxxxxx relating to the Business (as to which
Buyer will be credited for any prepayments made to Seller by its customers who
use the Channels operated under the Licenses assumed hereunder relating to
periods following the Closing Date). Such prorations shall be determined by the
parties acting jointly in good faith, and shall be settled in cash no later
than ninety (90) days after the Closing Date (the "Proration Period").
(b) To the extent that any prorations cannot be finally
determined on the Closing Date, such prorations shall be estimated for purposes
of the Closing and shall be finally determined and adjusted in cash not later
than the end of the Proration Period.
(c) During the Proration Period, Buyer shall have the right to
verify the accuracy of the schedules used for making such prorations but
without limiting the effect of Seller's representations and warranties herein
and Buyer's reliance thereon (regardless of any investigations Buyer elects to
conduct). Any inaccuracies in such schedules affecting the prorations shall be
reconciled and the amount necessary to accurately reflect the adjustment to the
prorations shall be paid to Buyer (or refunded to Seller, as the case may be).
10. CLOSING CONDITIONS. (a) The obligation of Buyer to consummate the
transactions contemplated hereby shall be subject to satisfaction of the
following conditions (except to the extent expressly waived by Buyer in
writing): (i) approval by the FCC of the assignment of the Licenses to Buyer,
(ii) receipt of all other required third party consents and approvals; (iii)
release of all Liens on the Assets and Licenses; (iv) receipt of all required
state and local tax clearances; (v) to the extent required consent to the
assignment of the Contracts; (vi) continued truth and accuracy of Seller's
representations and warranties and the Financial Information; (vii)
satisfactory completion of the Revenue Test; and (viii) delivery of appropriate
instruments of sale and assignment, any financial statements or files
pertaining solely to the Business, any tangible Assets and such other documents
or instruments as Buyer or its counsel may reasonably request.
(b) The obligation of Seller to consummate the transactions
contemplated hereby shall be subject to satisfaction of the following
conditions (except to the extent expressly waived by Seller in writing): (i)
approval by the FCC of the assignment of the Licenses to Buyer, (ii) receipt of
all other required third party consents and approvals; (iii) to the extent
required, consent to the assignment of the Contracts; (iv) continued truth and
accuracy of Buyer's representations and warranties and (v) delivery of
appropriate instruments of purchase and assumption and such other documents or
instruments as Seller or its counsel may reasonably request.
Page 5
7
11. NO SHOP/CONFIDENTIALITY. Except as specifically permitted hereby,
Seller, on behalf of itself and its officers and agents, agrees not to solicit,
make or accept any offers to assign the Licenses or to sell the Assets or the
Business to any third party. Seller agrees to promptly inform Buyer of any
offers or solicitations by a third party to assume the Licenses or to purchase
the Assets or the Business, including the terms thereof. The terms of this
Agreement and any information about the Licenses, the Assets or Buyer's or
Seller's business shall be kept strictly confidential by the parties and their
agents. Except to the extent required by law, neither party shall make any
public announcement regarding the transactions contemplated hereby without the
prior consent of the other party. If either party is required by law to make
disclosure otherwise prohibited by this Section 11, such party shall so inform
the other party as soon as practicable and cooperate, at such other party's
expense, with all reasonable requests made by such other party to minimize the
extent of such disclosure.
12. REPRESENTATIONS AND WARRANTIES. (a) Seller hereby represents and
warrants to Buyer as follows: (i) Seller is duly organized, validly existing
and in good standing under the jurisdiction of its organization, with all
requisite power and authority to own the Assets; (ii) Seller is the lawful,
beneficial and exclusive owner of the Assets and Licensee under the Licenses
and has the unrestricted right and power to sell the Assets and assign the
Licenses to Buyer free and clear of Liens, and the Assets and Licenses are free
and clear of all Liens as of the date hereof and through the Closing Date;
(iii) the Licenses are valid and in good standing with the FCC and Seller is in
compliance in all material respects concerning construction, loading and
spacing of the Licenses or the facilities associated therewith, and all other
federal statutes and rules, regulations and policies of the FCC applicable to
Seller or the Licenses; (iv) there is no pending or, to the best of Seller's
knowledge, threatened action by the FCC or any other governmental agency or
third party to suspend, revoke, terminate or challenge any of the Licenses or
otherwise investigate the Business; (v) neither the execution nor the delivery
of this Agreement nor the consummation of the transactions contemplated hereby
will conflict with or result in any violation of or constitute a default under
any term of the Certificate of Incorporation of By-laws of Seller or any
agreement, mortgage, indenture, license, permit, lease or other instrument,
judgment, decree, order, law or regulation by which Seller is bound; (vi) none
of the Licenses are currently subject to or operating under any short-space or
any other agreement encumbering any of the Licenses or any FCC waiver of
otherwise applicable rules and regulations; (vii) Seller is not in default
under any of the Contracts; (viii) the tangible Assets are operational in the
ordinary course of business, ordinary wear and tear excepted; (ix) no person or
entity holds or has been granted a right of first refusal or option to receive
an assignment of the Licenses (except as permitted by Section 1) or to purchase
any of the Assets or the Business; (x) the Financial Information fairly
reflects in all material respects the information included therein; (xi) the
Assets include all of the assets used in the Business; (xii) Seller
acknowledges and understands that there can be no assurance that the value of
the Nextel Common Stock will not fluctuate pending or after the Closing Date,
but the cash equivalent amount of the Nextel Common Stock delivered pursuant to
Section 5(b), if any, shall not be less than the Purchase Price paid by such
delivery; and (xiii) Seller has been furnished with a copy of Buyer's currently
effective Prospectus. All representations and warranties made by Seller shall
survive the Closing for a period of 18 months.
(b) Buyer hereby represents and warrants to Seller as follows: (i)
Buyer is duly organized, validly existing and in good standing under the
jurisdiction of its organization; (ii) neither the execution nor the delivery
of this Agreement nor the consummation of the transactions
Page 6
8
contemplated hereby will conflict with or result in any violation of or
constitute a default under any term of the Certificate of Incorporation or
By-laws of Buyer or any agreement, mortgage, indenture, license, permit, lease
or other instrument, judgment, decree, order, law or regulation by which Buyer
is bound; and (iii) neither the Registration Statement filed by Buyer (which
contains the Prospectus furnished to Seller) nor any filing made by Buyer
pursuant to the Securities Exchange Act of 1934, as amended, that is
incorporated by reference in such Registration Statement, contains any untrue
statement of material fact or omits to state any material fact necessary to
make such statements, in light of the circumstances under which they were made,
not false or misleading.
13. NEXTEL COMMON STOCK. Buyer warrants, represents and covenants to
Seller that any Nextel Common Stock issued to Seller at the Closing hereunder
shall be (i) issued pursuant to a Registration Statement that has been declared
effective and remains effective under the Securities Act of 1933 and may be
sold by Seller immediately after the Closing for a period of at least one year
without restriction under all applicable United States federal and state
securities laws, and (ii) duly and validly authorized by all necessary
corporate action on the part of Buyer and validly issued, fully paid and
non-assessable, and free and clear of all Liens arising by, through or under
Buyer.
14. COVENANTS OF SELLER. From the date hereof to the Closing Date,
Seller will (i) conduct the Business only in the ordinary and usual course of
business; (ii) not sell, dispose of or encumber any of the Assets (except in
the ordinary course of business) or Licenses (except as permitted by Section
1); (iii) afford Buyer and its representatives reasonable access to the Assets,
the Business and all the books, contracts, commitments and records of Seller
related to the Business (other than with respect to the names of Seller's
customers); (iv) maintain its books, accounts and records relating to the
Business in the usual manner on a basis consistent with prior years; (v) will
cooperate with Buyer in any applications or filings with the FCC in connection
with this transaction; and (vi) none of the Contracts with users of the
Channels will have a term which extends beyond the first anniversary of the
Closing Date and all of such Contracts will contain pricing terms which are not
less favorable to Buyer than the then prevailing market rates. From and after
the Closing Date, Seller shall at any time and from time to time, upon Buyer's
reasonable request and without further cost to Buyer or Seller, prepare,
execute and deliver such instruments of conveyance and assignment and shall
take such action as Buyer may reasonably request to more effectively transfer
to and vest in Buyer, or its successors and assigns, and to put Buyer in
possession of, any and all of the Assets free and clear of any and all Liens.
15. INDEMNITY. (a) From and after the Closing Date, Seller shall
indemnify, defend and hold Buyer harmless from and against all demands, claims,
actions, losses, damages, liabilities, costs and expenses, including, without
limitation, reasonable attorneys' fees and expenses, asserted against, imposed
upon or incurred by Buyer resulting from: (i) any breach of any covenant,
agreement, representation or warranty of Seller contained in, or made pursuant
to, this Agreement; (ii) any and all liabilities (including successor
liabilities) or obligations relating to periods prior to the Closing Date
resulting from Seller's ownership, use or sale of the Assets, from operating
under the Licenses or from Seller's employment, or termination of employment,
of its employees; and (iii) any and all actions, suits, proceedings, claims,
demands, assessments, judgment, costs and expenses, including without
limitation, attorneys' fees and court costs and expenses incident to any of the
foregoing or incurred in investigating or attempting to avoid the same or to
oppose the imposition thereof, or in
Page 7
9
enforcing this indemnity. Seller's obligations under this Section shall survive
the Closing Date for a period of eighteen (18) months after the Closing Date.
(b) From and after the Closing Date, Buyer shall
indemnify, defend and hold Seller harmless from and against all demands,
claims, actions, losses, damages, liabilities, costs and expenses, including,
without limitation, reasonable attorneys' fees and expenses, asserted against,
imposed upon or incurred by Seller resulting from: (i) any breach of any
covenant, agreement, representation or warranty of Buyer contained in, or made
pursuant to, this Agreement; (ii) any and all liabilities or obligations
relating to periods after the Closing Date resulting from Buyer's ownership,
use or purchase of the Assets or from operating under the Licenses; and (iii)
any and all actions, suits, proceedings, claims, demands, assessments,
judgment, costs and expenses, including without limitation, attorneys' fees and
court costs and expenses incident to any of the foregoing or incurred in
investigating or attempting to avoid the same or to oppose the imposition
thereof, or in enforcing this indemnity. Buyer's obligations under this Section
shall survive the Closing Date for a period of eighteen (18) months after the
Closing Date.
(c) Neither party shall be liable to the other party
for any claims brought by the first party against the second party, whether
asserted under this Section 15 or otherwise, unless such claims are asserted in
writing within 18 months after the Closing Date. Furthermore, except for claims
asserted with respect to an alleged breach by Seller of Section 12(a)(xi), no
claim may be asserted by one party against the other party unless and until the
aggregate amount of such claims exceeds $25,000 (after netting against such
amount the amount of all claims asserted against such party). Once a claim can
be asserted pursuant to this Section 15(c), however, the party asserting such
claim shall be entitled to recover all amounts due it without regard to the
$25,000 requirement described in this Section 15(c) (net of the amount of all
claims successfully asserted against such party). In no event shall Seller's
total liability to Buyer for all claims exceed an amount equal to the Purchase
Price.
(d) Notwithstanding anything to the contrary contained
herein, if Seller breaches any of its representations or warranties regarding
the condition of any of the repeater equipment included in the Assets, Seller
shall have the right to either repair such repeater equipment or replace such
repeater equipment with other repeater equipment in operating condition.
16. NOTICES. All notices and other communications to any party
hereunder shall be in writing and shall be deemed given upon (i) actual receipt
if delivered personally or if delivered by telex or facsimile, (ii) the next
day if by express mail or an established and reliable overnight or next-day
courier service, or (iii) five (5) days after being sent by registered or
certified mail, return receipt requested, postage prepaid as follows:
TO SELLER: TO BUYER:
Xxxxx Xxxxxx, President Corporate Counsel
Champion Communication Services, Inc. Nextel Communications, Inc.
0000 Xxxxxxxxx Xxxxx, Xxxxx 000 000 Xxxxx 00 Xxxxx
Xxx Xxxxxxxxx, Xxxxx 00000 Xxxxxxxxxx, XX 00000
Page 8
10
17. RISK OF LOSS. Seller shall bear the risk of loss, damage or
destruction of the Assets on or prior to the Closing Date. If the Assets, or
any part thereof, are destroyed, Buyer shall have the option to either (i)
require Seller to replace them with like equipment in operating condition or
(ii) to deduct the value of the destroyed Assets from the Purchase Price.
18. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
19. PAYMENT OF EXPENSES. Each party will pay all costs and expenses,
including attorney's and brokers' fees, incurred or to be incurred by it in
negotiating and preparing this Agreement and the Exhibits and in closing and
carrying out the transactions contemplated by this Agreement.
20. ATTORNEY'S FEES AND COSTS. Should either party be required to
retain the services of an attorney to file an action to enforce any of its
rights hereunder, or under any other document executed and delivered pursuant
to this Agreement, the party prevailing in such action shall be entitled to
recover reasonable attorney's fees and court costs in connection therewith in
an amount to be fixed by the court hearing the action.
21. SPECIFIC PERFORMANCE. Seller acknowledges that the Assets are
unique and the loss to Buyer due to Seller's failure to perform this Agreement
could not be easily measured by damages. Buyer shall be entitled to
specifically enforce this Agreement in a court of equity without proof of
specific monetary damages, but without waiving any right thereto in the event
of breach of this Agreement by Seller.
22. RIGHT OF FIRST REFUSAL. If and to the extent Seller does not
assign, and Buyer does not assume, any Licenses pursuant to Sections 1(c)
and 3(b) (the "Subject Licenses"), Buyer shall have a right of first refusal to
assume any Subject Licenses in accordance with this Section 22. If at any time
within one year alter the Closing Date Seller shall choose to assign to any
unaffiliated third party any Subject Licenses, Seller shall deliver to Buyer a
notice in writing (the "Assignment Notice") stating such intention and
describing the terms and conditions relating thereto, including the purchase
price to be received by Seller in consideration of such assignment. Buyer shall
have ten business days from the receipt of the Assignment Notice to deliver to
Seller notice (the "Acceptance Notice") of Buyer's intention to exercise its
right of first refusal to assume all, but not less than all, of the Subject
Licenses described in the Assignment Notice. Failure to deliver such Acceptance
Notice within such time period shall be deemed an election by Buyer not to
exercise its right of first refusal. If Buyer exercises its right of first
refusal with respect to all Subject Licenses described in the Assignment Notice,
the closing of the assignment and assumption of such Subject Licenses shall take
place as soon as possible following delivery by Buyer of the Acceptance Notice,
but in no event later than the date the closing would have occurred with respect
to the unaffiliated third party described in the Assignment Notice. If and to
the extent any portion of the consideration to be paid for the assignment and
assumption of the Subject Licenses was non-monetary consideration, such
non-monetary consideration shall be payable by Buyer, at Buyer's election,
either in the exact same non-monetary consideration or in cash in an amount
equal to the fair market value thereof. If Seller and Buyer cannot agree on the
fair market value of such non-monetary consideration, they shall select an
independent third party qualified to appraise such non-monetary consideration
and the closing of the
Page 9
Confidential Treatment Requested
The Redacted Material Has Been
Filed With the Commission
11
assignment and assumption of the Subject Licenses shall be delayed for a
reasonable time to determine the fair market value of the non-monetary
consideration.
23. SCHEDULES. All references in this Agreement to "Schedules" shall
mean the disclosure schedules identified in this Agreement and listed at the
end hereof, which (i) are incorporated herein and shall be deemed a part of
this Agreement for all purposes, (ii) have been delivered by Seller on or prior
to the date hereof, and (iii) have been dated and initialed, signed or
otherwise marked for identification by or on behalf of Seller. On or
immediately prior to the Closing Date, Seller shall deliver to Buyer new
Schedules that are amended or supplemented to update the information contained
therein as of the Closing Date.
24. BROKERS. Each party represents and warrants to the other that it
has not retained or otherwise engaged any investment banker, broker or other
third party in connection with the negotiation or consummation of the
transactions contemplated hereby.
25. MISCELLANEOUS. This Agreement shall be governed by the laws of
the State of Illinois, without giving effect to conflicts of law principals
thereof. All covenants, agreements, representations, warranties and indemnities
shall be binding upon, and inure to the benefit of, the parties and their
respective successors and assigns. This Agreement may not be assigned except
that Buyer may assign its rights under this Agreement to any affiliated entity,
provided that Buyer shall not be relieved of its obligations hereunder. This
Agreement, together with the Exhibits and Schedules hereto, constitutes the
entire understanding and agreement between the parties hereto concerning the
subject matter hereof, superseding all prior oral or written agreements or
understandings. This Agreement may not be changed, modified or altered except
by an agreement in writing executed by the parties hereto. Notwithstanding any
law or rule of contract interpretation to the contrary, this Agreement shall
not be interpreted strictly for or against either party hereto. In the event
that any covenant, condition or other provision contained in this Agreement is
held to be invalid, void or unlawful by any administrative agency or court of
competent jurisdiction, that provision shall be deemed severable from the
remainder of this Agreement and shall in no way affect, impair or invalidate
any other covenant, condition or other provision contained herein, and each of
the parties shall use their best efforts to make the covenant, condition or
other provision valid and lawful if possible so as to preserve the rights and
obligations of the parties hereto. Each of the parties hereto acknowledges to
the other that it has reviewed this Agreement with, and is relying solely upon
the advice of, its independent counsel and tax advisor, as to the negotiation,
preparation, execution and delivery of this Agreement and as to the legal and
tax implications hereunder.
Page 10
12
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
Champion Communications Services, Inc.
By: /s/ XXXXX X. XXXXXX
------------------------------------
Its: President
------------------------------
Nextel Communications, Inc.
By: /s/ [ILLEGIBLE]
------------------------------------
Its:
------------------------------
Page 11
13
INDEX TO SCHEDULES AND EXHIBITS
EXHIBITS
Exhibit A: Form of Noncompetition Agreement
SCHEDULES
Schedule 1: Licenses
Schedule 2: Other Licenses
Schedule 3: Repeater and Ancillary Equipment
Schedule 4: Customer List and Financial Information
Schedule 5: Other Assets
Schedule 6: Contracts
Schedule 7: Purchase Price Allocation
CONFIDENTIAL TREATMENT REQUESTED
THE REDACTED MATERIAL HAS BEEN
FILED WITH THE COMMISSION
14
EXHIBIT A
NONCOMPETITION AGREEMENT
THIS NONCOMPETITION AGREEMENT (the "Agreement") is made and entered into
as of , 1996 by and between Champion Communication Services, Inc., a
Delaware corporation ("Champion"), and Nextel Communications, Inc., a Delaware
corporation ("Buyer"), in connection with that certain Asset Purchase Agreement
("Purchase Agreement") dated as of , 1996, by and between Buyer and Champion.
WITNESSETH
WHEREAS, it is essential and necessary that Champion and Buyer agree that
Champion shall not compete with Buyer in the business of providing a Specialized
Mobile Radio Service (SMR) in and about as a licensee of the Federal
Communications Commission in order that Buyer may derive the full benefit of the
asset and business purchases under the terms and conditions of the Purchase
Agreement.
NOW, THEREFORE, in consideration of the entering into the Purchase
Agreement by Buyer and other good and valuable consideration paid to Champion,
the receipt of which is hereby acknowledged, it is understood and agreed as
follows:
1. Scope. For a period of three (3) years from the Closing Date
specified in the Purchase Agreement, Champion agrees (a) not to engage, either
directly or indirectly (through ownership in or employment by any corporation,
partnership, joint venture or any other entity, affiliate or relative), in the
business of providing 800 MHz SMR service or the sale or maintenance of 800 MHz
SMR subscriber equipment anywhere within seventy five (75) miles of the
located in and (b) not to solicit for any purpose
whatsoever any person or entity who was a customer of Champion as of the Closing
Date specified in the Purchase Agreement. Notwithstanding the foregoing,
however, Champion shall be entitled to continue to operate (a) on behalf of
unaffiliated licensee, its 800 MHz community repeaters located at
on 852.0375 and 854.3125 frequencies, and its 450-470 and 470-512 MHz
communications systems and services, and (b) all community repeaters relating to
any licenses described in Schedule 1 of the Purchase Agreement that are not
purchased by Buyer. In addition, Champion shall be entitled to solicit any
person or entity who was a customer of Champion as of the Closing Date specified
in the Purchase Agreement for the purpose of marketing Champion's rental radios
in all frequency bands.
2. Consideration. The amount allocated to this Agreement is
specified in the Purchase Agreement.
3. Remedies. Champion acknowledges and agrees that the remedies at
law for any breach of this covenant by Champion not to compete will be
inadequate, and that Buyer shall be entitled to equitable relief.
4. Construction. It is the agreement of the parties that the maximum
protection available under the law shall be provided to Buyer by this Agreement
to protect Buyer's interests in the Assets acquired by Buyer under the terms of
the Purchase Agreement and that, if the restrictions hereby
CONFIDENTIAL TREATMENT REQUESTED
THE REDACTED MATERIAL HAS BEEN
FILED WITH THE COMMISSION
15
imposed are held by any court to be unreasonably broad in duration, territory
or scope, this Agreement shall be construed in such a manner so as to afford
Buyer the fullest protection commensurate with making such restrictions
enforceable under Illinois law.
IN WITNESS WHEREOF, the parties hereto hereunder set their hands the day
and year first above-written, intending hereby to become legally bound.
Champion Communication Services, Inc. Nextel Communications, Inc.
By: By:
-------------------------------- ------------------------------
Name: Xxxxx Xxxxxx Name:
---------------------------
Title: President Title:
---------------------------
-2-
16
SCHEDULE 1
SEARS LICENSES
CALL SIGN FREQUENCY CHANNELS
--------- --------- --------
* * 1
* * 1
* * 1
* * 1
* * 1
* * 1
* * 1
* * 1
* * 1
* * 1
* * 1
* * 1
* * 1
* * 1
* * 1
* * 1
* * 1
* * 1
* * 1
* * 1
*Channel on which this License is operating is only 65 miles clear
Confidential Treatment Requested
The Redacted Material Has Been
Filed With the Commission
17
Federal Communications Commission
Xxxxxxxxxx, XX 00000-0000
RADIO STATION LICENSE
--------------------------------------------------------------------------------
Licensee Name: CHAMPION COMMUNICATION SERVICES INC
Radio Service: YX TRUNKED SMRS License Issue Date: 09/05/1996
Call Sign: * File Number: * License Expiration Date: 09/03/2001
Frequency Advisory No./Service Area: *
Pagers -******
960905A 108 1 2Z
CHAMPION COMMUNICATION SERVICES INC
XXXXX X XXXXXX
0000 XXXXXXXXX XX XXX 000
XXX XXXXXXXXX XX 00000
REGULATORY STATUS: PMRS
----------------------------------------------------------------------------------------------------------------------------------
Station Technical Specifications
----------------------------------------------------------------------------------------------------------------------------------
Output
FCC Frequencies Station No. of Emission Power E.R.P. Ground Ant. Hgt. Antenna Antenna
I.D. (MHz) Class Units Designator (Xxxxx) (Xxxxx) Eleve To Tip Latitude Longitude
----------------------------------------------------------------------------------------------------------------------------------
A: * FB2 1 20K0F1D 125.000 450.000 181 448 * *
20K0F3E HAAT 446
* FB2 1 20K0F1D 125.000 450.000 448
20K0F3E
* FB2 1 20K0F1D 125.000 450.000 448
20K0F3E
* FB2 1 20K0F1D 125.000 450.000 448
20K0F3E
* FB2 1 20K0F1D 125.000 450.000 448
20K0F3E
* FB2 1 20K0F1D 125.000 450.000 448
20K0F3E
* FB2 1 20K0F1D 125.000 450.000 448
20K0F3E
* FB2 1 20K0F1D 125.000 450.000 448
20K0F3E
* FB2 1 20K0F1D 125.000 450.000 448
20K0F3E
* FB2 1 20K0F1D 125.000 450.000 448
20K0F3E
* FB2 1 20K0F1D 125.000 450.000 448
20K0F3E
* FB2 1 20K0F1D 125.000 450.000 448
20K0F3E
MO 750 20K0F1D 35.000 35.000
* 00X0X0X
XXXXXXXXXXX XXXXXX ADDRESS CITY COUNTY STATE
A: * R * * *
AREA OF OPERATION
SITE *
----------------------------------------------------------------------------------------------------------------------------------
PAGE 1 OF 2
FEDERAL This authorization becomes invalid and must be returned
[SEAL] COMMUNICATIONS to the Commission if the stations are not placed in
COMMISSION operation within eight months, unless an extension of
time has been granted. EXCEPTIONS: 1) 800 MHz trunked
and certain 900 MHz station licenses cancel
automatically if not constructed within 1 year 2) IVDS
authorizations automatically cancel if service is not
made available in accordance with Section 95.833(a)
of the Commission's Rules 3) There are no time
limitations for placing GMRS stations in operation.
FCC 574-L April 1995
CONFIDENTIAL TREATMENT REQUESTED
THE REDACTED MATERIAL HAS BEEN
FILED WITH THE COMMISSION
18
Federal Communications Commission
Xxxxxxxxxx, XX 00000-0000
RADIO STATION LICENSE
--------------------------------------------------------------------------------
Licensee Name: CHAMPION COMMUNICATION SERVICES INC
Radio Service: YX TRUNKED SMRS License Issue Date: 09/05/1996
Call Sign: * File Number: * License Expiration Date: 09/03/2001
Frequency Advisory No./Service Area: *
Pagers -******
960905A 108 1 2Z
CHAMPION COMMUNICATION SERVICES INC
XXXXX X XXXXXX
0000 XXXXXXXXX XX XXX 000
XXX XXXXXXXXX XX 00000
REGULATORY STATUS: PMRS
----------------------------------------------------------------------------------------------------------------------------------
Station Technical Specifications
----------------------------------------------------------------------------------------------------------------------------------
Output
FCC Frequencies Station No. of Emission Power E.R.P. Ground Ant. Hgt. Antenna Antenna
I.D. (MHz) Class Units Designator (Xxxxx) (Xxxxx) Eleve To Tip Latitude Longitude
----------------------------------------------------------------------------------------------------------------------------------
PAINTING AND LIGHTING SPECIFICATIONS
SITE A: SEE ATTACHED FORM 715/715A PARAGRAPHS: A H I
CONTROL POINTS: *
CONTROL POINT PHONE: *
SPECIAL CONDITIONS BY SITE
SITE A: PARAGRAPH A MODIFIED TO REQUIRE USE OF L-865 MEDIUM INTENSITY LIGHTS
IN LIEU OF L-856. LIGHTS SHALL EMIT A PEAK INTENSITY OF APPROXIMATELY
2,000 XXXXXXXX AT NIGHT IN LIEU OF 4,000.
ADMIN NOTE: SEE ATTACHED #14 "THE ISSUANCE OF THIS LICENSE RESULTED IN THE
CANCELLATION OF CALL SIGN *
The latitude/longitude are authorized in North American Datum 1927 (NAD27).
Additionally, the antenna height to tip, ground elevation, AAT and area of
operation units are authorized in metric.
EMISSION DESIGNATOR(S) CONVERTED TO CONFORM TO DESIGNATOR(S)
SET OUT IN PART 2 OF THE COMMISSION'S RULES.
----------------------------------------------------------------------------------------------------------------------------------
PAGE 2 OF 2
FEDERAL This authorization becomes invalid and must be returned
[SEAL] COMMUNICATIONS to the Commission if the stations are not placed in
COMMISSION operation within eight months, unless an extension of
time has been granted. EXCEPTIONS: 1) 809 MHz trunked
and certain 909 MHz station licenses cancel
automatically if not constructed within 1 year 2) IVDS
authorization automatically cancel if service is not
made available in accordance with Section 95.833(a)
of the Commission's Rules 3) There are no time
limitations for placing GMRS stations in operation.
FCC 574-L April 1995
CONFIDENTIAL TREATMENT REQUESTED
THE REDACTED MATERIAL HAS BEEN
FILED WITH THE COMMISSION
19
Federal Communications Commission
Xxxxxxxxxx, XX 00000-0000
RADIO STATION LICENSE
--------------------------------------------------------------------------------
Licensee Name: CHAMPION COMMUNICATION SERVICES INC
Radio Service: GX CONVENTIONAL SMR License Issue Date: 10/30/1995
Call Sign: * File Number: * License Expiration Date: 10/30/2000
Frequency Advisory No./Service Area: *
Pagers -******
951030A 265 1 1Z
CHAMPION COMMUNICATION SERVICES INC
0000 XXXXXXXXX XX XXX 000
XXX XXXXXXXXX XX 00000
REGULATORY STATUS: PMRS
----------------------------------------------------------------------------------------------------------------------------------
Station Technical Specifications
----------------------------------------------------------------------------------------------------------------------------------
Output
FCC Frequencies Station No. of Emission Power E.R.P. Ground Ant. Hgt. Antenna Antenna
I.D. (MHz) Class Units Designator (Xxxxx) (Xxxxx) Eleve To Tip Latitude Longitude
----------------------------------------------------------------------------------------------------------------------------------
1: * FB2 1 20KOF3E 125.000 450.000 181 448 * *
HAAT 448
* 70 20KOF3E 35.000 00.000
XXXXXXXXXXX XXXXXX XXXXXXX XXXX XXXXXX XXXXX
* * * *
AREA OF OPERATION
SITE 1: *
PAINTING AND LIGHTING SPECIFICATIONS
SITE 1: SEE ATTACHED FORM 715/715A PARAGRAPHS: A H I
CONTROL POINTS: 0000 XXXXXXXXX XX XXX 000 XXX XXXXXXXXX XX
CONTROL POINT PHONE: 000-000-0000
ASSOCIATED CALLSIGN: *
SPECIAL CONDITIONS BY SITE
SITE 1: PARAGRAPH A MODIFIED TO REQUIRE USE OF L-865 MEDIUM INTENSITY LIGHTS
IN LIEU OF L-856. LIGHTS SHALL EMIT A PEAK INTENSITY OF APPROXIMATELY
2,000 XXXXXXXX AT NIGHT IN LIEU OF 4,000.
ADMIN NOTE: SEE ATTACHED #14
The latitude/longitude are authorized in North American Datum 1927 (NAD27).
Additionally, the antenna height to tip, ground elevation, AAT and area of
operation units are authorized in metric.
EMISSION DESIGNATOR(S) CONVERTED TO CONFORM TO DESIGNATOR(S)
SET OUT IN PART 2 OF THE COMMISSION'S RULES.
----------------------------------------------------------------------------------------------------------------------------------
PAGE 1 OF 1
FEDERAL This authorization becomes invalid and must be returned
[SEAL] COMMUNICATIONS to the Commission if the stations are not placed in
COMMISSION operation within eight months, unless an extension of
time has been granted. EXCEPTIONS: 1) 800 MHz trunked
and certain 900 MHz station licenses cancel
automatically if not constructed within 1 year 2) IVDS
authorizations automatically cancel if service is not
made available in accordance with Section 95.833(a)
of the Commission's Rules 3) There are no time
limitations for placing GMRS stations in operation.
FCC 574-L April 1995
CONFIDENTIAL TREATMENT REQUESTED
THE REDACTED MATERIAL HAS BEEN
FILED WITH THE COMMISSION
20
Federal Communications Commission
Xxxxxxxxxx, XX 00000-0000
RADIO STATION LICENSE
--------------------------------------------------------------------------------
Licensee Name: CHAMPION COMMUNICATION SERVICES INC
Radio Service: GX CONVENTIONAL SMR License Issue Date: 06/26/1996
Call Sign: * File Number: * License Expiration Date: 11/07/2000
Frequency Advisory No./Service Area: *
Pagers -******
960626M 35 1 2W
CHAMPION COMMUNICATION SERVICES INC
XXXXX XXXXXX
0000 XXXX XXXX XXXXX XXX 000
XXX XXXXXXXXX XX 00000
REGULATORY STATUS: PMRS
----------------------------------------------------------------------------------------------------------------------------------
Station Technical Specifications
----------------------------------------------------------------------------------------------------------------------------------
Output
FCC Frequencies Station No. of Emission Power E.R.P. Ground Ant. Hgt. Antenna Antenna
I.D. (MHz) Class Units Designator (Xxxxx) (Xxxxx) Eleva To Tip Latitude Longitude
----------------------------------------------------------------------------------------------------------------------------------
A: * FB2 1 20K0F3E 125.000 350.000 180 448 * *
HAAT 448
* 70 20K0F3E 100.000 35.000
*
H: * 10 20K0F3E 100.000 35.000
* HAAT 0
XXXXXXXXXXX XXXXXX XXXXXXX XXXX XXXXXX XXXXX
X: * * * *
H: TX
AREA OF OPERATION
SITE *
PAINTING AND LIGHTING SPECIFICATIONS
SITE A: SEE ATTACHED FORM 715/715A PARAGRAPHS: A H I
CONTROL POINTS: 0000 XXXXXXXXX XX XXX 000 XXX XXXXXXXXX XX
CONTROL POINT PHONE: 000-000-0000
SPECIAL CONDITIONS BY SITE
SITE A: PARAGRAPH A MODIFIED TO REQUIRE USE OF L-865 MEDIUM INTENSITY LIGHTS IN LIEU OF L-856. LIGHTS SHALL EMIT A PEAK
INTENSITY OF APPROXIMATELY 2,000 XXXXXXXX AT NIGHT IN LIEU OF 4,000.
ADMIN NOTE: THE ISSUANCE OF THIS SYSTEM LICENSE RESULTED IN THE CANCELLATION OF LICENSE *
The latitude/longitude are authorized in North American Datum 1927 (NAD27). Additionally, the antenna height to tip, ground
elevation, AAT and area of operation units are authorized in metric.
----------------------------------------------------------------------------------------------------------------------------------
PAGE 1 OF 2
-------------------------------------------------------
FEDERAL This authorization becomes invalid and must be returned
[SEAL] COMMUNICATIONS to the Commission if the stations are not placed in
COMMISSION operation within eight months, unless an extension of
time has been granted. EXCEPTIONS: 1) 800 MHz trunked
and certain 900 MHz station licenses cancel
automatically if not constructed within 1 year 2) IVDS
authorizations automatically cancel if service is not
made available in accordance with Section 95.833(a)
of the Commission's Rules 3) There are no time
limitations for placing GMRS stations in operation.
-------------------------------------------------------
FCC 574-L April 1995
Confidential Treatment Requested
The Redacted Material Has Been
Filed With the Commission
21
Federal Communications Commission
Xxxxxxxxxx, XX 00000-0000
RADIO STATION LICENSE
--------------------------------------------------------------------------------
Licensee Name: CHAMPION COMMUNICATION SERVICES INC
Radio Service: GX CONVENTIONAL SMR License Issue Date: 12/14/1995
Call Sign: * File Number: * License Expiration Date: 12/04/2000
Frequency Advisory No./Service Area: *
Pagers -******
960723S 3 1 1A
CHAMPION COMMUNICATION SERVICES INC
0000 XXXXXXXXX XX XXX 000
XXX XXXXXXXXX XX 00000
REGULATORY STATUS: PMRS
----------------------------------------------------------------------------------------------------------------------------------
Station Technical Specifications
----------------------------------------------------------------------------------------------------------------------------------
Output
FCC Frequencies Station No. of Emission Power E.R.P. Ground Ant. Hgt. Antenna Antenna
I.D. (MHz) Class Units Designator (Xxxxx) (Xxxxx) Eleve To Tip Latitude Longitude
----------------------------------------------------------------------------------------------------------------------------------
A: * B2 1 20K0F3E 125.000 220.000 180 448 * *
HAAT 448
* 70 20K0F3E 35.00 00.000
XXXXXXXXXXX XXXXXX XXXXXXX XXXX XXXXXX XXXXX
A: * * * *
AREA OF OPERATION
*
PAINTING AND LIGHTING SPECIFICATIONS
SITE A: SEE ATTACHED FORM 715/715A PARAGRAPHS: A H I
CONTROL POINTS: 0000 XXXXXXXXX XX XXX 000 XXX XXXXXXXXX XX
CONTROL POINT PHONE: 000-000-0000
SPECIAL CONDITIONS BY SITE
SITE A: PARAGRAPH A MODIFIED TO REQUIRE USE OF L-865 MEDIUM INTENSITY LIGHTS IN LIEU OF L-856. LIGHTS SHALL EMIT A PEAK
INTENSITY OF APPROXIMATELY 2,000 XXXXXXXX AT NIGHT IN LIEU OF 4,000.
ADMIN NOTE: SEE ATTACHED #00, "XXX XXXXXXXX OF THIS SYSTEM LICENSE RESULTED IN THE CANCELATION OF LICENSE WNDU776." THIS LICENSE
SUPERSEDES AND REPLACES PREVIOUS AUTHORIZATION OF SAME DATE AND FILE NUMBER TO SHOW SYSTEM LICENSE CLAUSE. ADR 7/23/96
The latitude/longitude are authorized in North American Datum 1927 (NAD27). Additionally, the antenna height to tip, ground
elevation, AAT and area of operation units are authorized in metric.
EMISSION DESIGNATOR(S) CONVERTED TO CONFORM TO DESIGNATOR(S) SET OUT IN PART 2 OF THE COMMISSION'S RULES.
----------------------------------------------------------------------------------------------------------------------------------
PAGE 1 OF 2
FEDERAL This authorization becomes invalid and must be returned
[SEAL] COMMUNICATIONS to the Commission if the stations are not placed in
COMMISSION operation within eight months, unless an extension of
time has been granted. EXCEPTIONS: 1) 809 MHz trunked
and certain 909 MHz station licenses cancel
automatically if not constructed within 1 year 2) IVDS
authorization automatically cancel if service is not
made available in accordance with Section 95.833(a)
of the Commission's Rules 3) There are no time
limitations for placing GMRS stations in operation.
FCC 574-L April 1995
CONFIDENTIAL TREATMENT REQUESTED
THE REDACTED MATERIAL HAS BEEN
FILED WITH THE COMMISSION
22
Federal Communications Commission
Xxxxxxxxxx, XX 00000-0000
RADIO STATION LICENSE
--------------------------------------------------------------------------------
Licensee Name: CHAMPION COMMUNICATION SERVICES INC
Radio Service: GX CONVENTIONAL SMR License Issue Date: 07/08/1996
Call Sign: * File Number: * License Expiration Date: 07/08/2001
Frequency Advisory No./Service Area: *
Pagers -******
960708A 265 1 1W
CHAMPION COMMUNICATION SERVICES INC
0000 XXXXXXXXX XX XXX 000
XXX XXXXXXXXX XX 00000
REGULATORY STATUS: PMRS
----------------------------------------------------------------------------------------------------------------------------------
Station Technical Specifications
----------------------------------------------------------------------------------------------------------------------------------
Output
FCC Frequencies Station No. of Emission Power E.R.P. Ground Ant. Hgt. Antenna Antenna
I.D. (MHz) Class Units Designator (Xxxxx) (Xxxxx) Eleve To Tip Latitude Longitude
----------------------------------------------------------------------------------------------------------------------------------
A: * FB2 1 20K0F3E 125.000 240.000 181 448 * *
HAAT 448
* MO 70 20K0F3E 35.00 00.000
XXXXXXXXXXX XXXXXX XXXXXXX XXXX XXXXXX XXXXX
A: * * * *
AREA OF OPERATION
SITE A: *
PAINTING AND LIGHTING SPECIFICATIONS
SITE A: SEE ATTACHED FORM 715/715A PARAGRAPHS: A H I
CONTROL POINTS: 0000 XXXXXXXXX XX XXX 000 XXX XXXXXXXXX XX
CONTROL POINT PHONE: 000-000-0000
SPECIAL CONDITIONS BY SITE
SITE A: PARAGRAPH A MODIFIED TO REQUIRE USE OF L-865 MEDIUM INTENSITY LIGHTS IN LIEU OF L-856. LIGHTS SHALL EMIT A PEAK
INTENSITY OF APPROXIMATELY 2,000 XXXXXXXX AT NIGHT IN LIEU OF 4,000.
The latitude/longitude are authorized in North American Datum 1927 (NAD27). Additionally, the antenna height to tip, ground
elevation, AAT and area of operation units are authorized in metric.
EMISSION DESIGNATOR(S) CONVERTED TO CONFORM TO DESIGNATOR(S) SET OUT IN PART 2 OF THE COMMISSION'S RULES.
----------------------------------------------------------------------------------------------------------------------------------
PAGE 1 OF 1
FEDERAL This authorization becomes invalid and must be returned
[SEAL] COMMUNICATIONS to the Commission if the stations are not placed in
COMMISSION operation within eight months, unless an extension of
time has been granted. EXCEPTIONS: 1) 800 MHz trunked
and certain 900 MHz station licenses cancel
automatically if not constructed within 1 year 2) IVDS
authorization automatically cancel if service is not
made available in accordance with Section 95.833(a)
of the Commission's Rules 3) There are no time
limitations for placing GMRS stations in operation.
FCC 574-L April 1995
CONFIDENTIAL TREATMENT REQUESTED
THE REDACTED MATERIAL HAS BEEN
FILED WITH THE COMMISSION
23
Federal Communications Commission
Xxxxxxxxxx, XX 00000-0000
RADIO STATION LICENSE
--------------------------------------------------------------------------------
Licensee Name: CHAMPION COMMUNICATION SERVICES INC
Radio Service: GX CONVENTIONAL SMR License Issue Date: 02/15/1996
Call Sign: * File Number: * License Expiration Date: 09/13/2000
Frequency Advisory No./Service Area: *
Pagers -******
960216A 789 1 1Z
CHAMPION COMMUNICATION SERVICES INC
0000 XXXXXXXXX XX XXX 000
XXX XXXXXXXXX XX 00000
REGULATORY STATUS: PMRS
----------------------------------------------------------------------------------------------------------------------------------
Station Technical Specifications
----------------------------------------------------------------------------------------------------------------------------------
Output
FCC Frequencies Station No. of Emission Power E.R.P. Ground Ant. Hgt. Antenna Antenna
I.D. (MHz) Class Units Designator (Xxxxx) (Xxxxx) Eleve To Tip Latitude Longitude
----------------------------------------------------------------------------------------------------------------------------------
1: * B2 1 20K0F3E 125.000 450.000 180 445 * *
HAAT 445
* 70 20K0F3E 35.00 35.000
*
XXXXXXXXXXX XXXXXX XXXXXXX XXXX XXXXXX XXXXX
* * * *
AREA OF OPERATION
SITE 1: *
PAINTING AND LIGHTING SPECIFICATIONS
SITE A: SEE ATTACHED FORM 715/715A PARAGRAPHS: A H I
CONTROL POINTS: 0000 XXXXXXXXX XX XXX 000 XXX XXXXXXXXX XX
CONTROL POINT PHONE: 000-000-0000
SPECIAL CONDITIONS BY SITE
SITE 1: PARAGRAPH A MODIFIED TO REQUIRE USE OF L-865 MEDIUM INTENSITY LIGHTS IN LIEU OF L-856. LIGHTS SHALL EMIT A PEAK
INTENSITY OF APPROXIMATELY 2,000 XXXXXXXX AT NIGHT IN LIEU OF 4,000.
The latitude/longitude are authorized in North American Datum 1927 (NAD27). Additionally, the antenna height to tip, ground
elevation, AAT and area of operation units are authorized in metric.
EMISSION DESIGNATOR(S) CONVERTED TO CONFORM TO DESIGNATOR(S) SET OUT IN PART 2 OF THE COMMISSION'S RULES.
----------------------------------------------------------------------------------------------------------------------------------
PAGE 1 OF 1
FEDERAL This authorization becomes invalid and must be returned
[SEAL] COMMUNICATIONS to the Commission if the stations are not placed in
COMMISSION operation within eight months, unless an extension of
time has been granted. EXCEPTIONS: 1) 809 MHz trunked
and certain 909 MHz station licenses cancel
automatically if not constructed within 1 year 2) IVDS
authorization automatically cancel if service is not
made available in accordance with Section 95.833(a)
of the Commission's Rules 3) There are no time
limitations for placing GMRS stations in operation.
FCC 574-L April 1995
CONFIDENTIAL TREATMENT REQUESTED
THE REDACTED MATERIAL HAS BEEN
FILED WITH THE COMMISSION
24
FEDERAL COMMUNICATIONS COMMISSION
XXXXXXXXXX, XX 00000-0000
RADIO STATION LICENSE
Licensee Name: CHAMPION COMMUNICATION SERVICES INC
Radio Service GX CONVENTIONAL SMR License Issue Date: 02/15/1996
Call Sign: * File Number: * License Expiration Date: 09/27/2000
Frequency Advisory No.: Service Area
Pagers ******
960216A 784 1 1Z
CHAMPION COMMUNICATION SERVICES INC
0000 XXXXXXXXX XX XXX 000
XXX XXXXXXXXX XX 00000
REGULATORY STATUS: PMRS
---------------------------------------------------------------------------------------------------------------------
Station Technical Specifications
---------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------------
Output
FCC Frequencies Station No. of Emission Power E.R.P. Ground Ant. Hgt. Antenna Antenna
I.D. (MMz) Class Units Designator (Xxxxx) (Xxxxx) Eleva To Tip Latitude Longitude
---------------------------------------------------------------------------------------------------------------------
1: * FB2 1 20KOF3E 125.000 450.000 181 448 * *
HAAT 448
* 70 20KOF3E 100.000 35.000
*
XXXXXXXXXXX XXXXXX XXXXXXX XXXX XXXXXX XXXXX
1: * * * *
AREA OF OPERATION
SITE 1: *
PAINTING AND LIGHTING SPECIFICATIONS
SITE 1: SEE ATTACHED FORM 715/715A PARAGRAPHS: A H I
CONTROL POINTS: 0000 XXXXXXXXX XX XXX 000 XXX XXXXXXXXX XX
CONTROL POINT PHONE: 000-000-0000
SPECIAL CONDITIONS BY SITE
SITE 1: PARAGRAPH A MODIFIED TO REQUIRE USE OF L-865 MEDIUM INTENSITY LIGHTS
IN LIEU OF L-856. LIGHTS SHALL EMIT A PEAK INTENSITY OF APPROXIMATELY
2,000 XXXXXXXX AT NIGHT IN LIEU OF 4,000.
The latitude/longitude are authorized in North American Datum 1927 (NAD27).
Additionally, the antenna height to tip, ground elevation, AAT and area of
operation units are authorized in metric.
EMISSION DESIGNATOR(S) CONVERTED TO CONFORM TO DESIGNATOR(S)
SET OUT IN PART 2 OF THE COMMISSION'S RULES.
PAGE 1 OF 1
FEDERAL This authorization becomes invalid and must be returned
[SEAL] COMMUNICATIONS to the Commission if the stations are not placed in
COMMISSION operation within eight months, unless an extension of
time has been granted. EXCEPTIONS: 1) 809 MHz trunked
and certain 909 MHz station licenses cancel
automatically if not constructed within 1 year 2) IVDS
authorization automatically cancel if service is not
made available in accordance with Section 95.833(a)
of the Commission's Rules 3) There are no time
limitations for placing GMRS stations in operation.
FCC 574-L April 1995
CONFIDENTIAL TREATMENT REQUESTED
THE REDACTED MATERIAL HAS BEEN
FILED WITH THE COMMISSION
25
Federal Communications Commission
Xxxxxxxxxx, XX 00000-0000
RADIO STATION LICENSE
--------------------------------------------------------------------------------
Licensee Name: CHAMPION COMMUNICATION SERVICES INC
Radio Service: GX CONVENTIONAL SMR License Issue Date: 06/17/1996
Call Sign: * File Number: * License Expiration Date: 02/15/2001
Frequency Advisory No./Service Area: *
Pagers -******
960617M 334 1 1W
CHAMPION COMMUNICATION SERVICES INC
XXXXX X XXXXXX
0000 XXXXXXXXX XX XXX 000
XXX XXXXXXXXX XX 00000
REGULATORY STATUS: PMRS
------------------------------------------------------------------------------------------------------------------------------------
Station Technical Specifications
------------------------------------------------------------------------------------------------------------------------------------
Output
FCC Frequencies Station No. of Emission Power E.R.P. Ground Ant. Hgt. Antenna Antenna
I.D. (MHz) Class Units Designator (Xxxxx) (Xxxxx) Eleve To Tip Latitude Longitude
------------------------------------------------------------------------------------------------------------------------------------
A: * FB2 1 20K0F3E 75.000 120.000 180 448 * *
HAAT 448
* MO 70 20K0F3E 35.000 35.000
*
H: * FX1 10 20K0F3E 35.000 35.000
* HAAT 0
XXXXXXXXXXX XXXXXX XXXXXXX XXXX XXXXXX XXXXX
A: * * * *
H:
AREA OF OPERATION
SITE *
CONTROL POINTS: 0000 XXXXXXXXX XX XXX 000 XXX XXXXXXXXX XX
CONTROL POINT PHONE: 000-000-0000
ADMIN NOTE: SEE ATTACHED #14
The latitude/longitude are authorized in North American Datum 1927 (NAD27). Additionally, the antenna height to tip, ground
elevation, AAT and area of operation units are authorized in metric.
EMISSION DESIGNATOR(S) CONVERTED TO CONFORM TO DESIGNATOR(S) SET OUT IN PART 2 OF THE COMMISSION'S RULES.
------------------------------------------------------------------------------------------------------------------------------------
PAGE 1 OF 1
------------------------------------------------------
FEDERAL This authorization becomes invalid and must be returned
[SEAL] COMMUNICATIONS to the Commission if the stations are not placed in
COMMISSION operation within eight months, unless an extension of
time has been granted. EXCEPTIONS: 1) 809 MHz trunked
and certain 900 MHz station licenses cancel
automatically if not constructed within 1 year 2) IVDS
authorizations automatically cancel if service is not
made available in accordance with Section 95.833(a)
of the Commission's Rules 3) There are no time
limitations for placing GMRS stations in operation.
------------------------------------------------------
FCC 574-L April 1995
Confidential Treatment Requested
The Redacted Material Has Been
Filed With the Commission
26
Federal Communications Commission
Xxxxxxxxxx, XX 00000-0000
RADIO STATION LICENSE
--------------------------------------------------------------------------------
Licensee Name: CHAMPION COMMUNICATION SERVICES INC
Radio Service: GX CONVENTIONAL SMR License Issue Date: 06/17/1996
Call Sign: * File Number: * License Expiration Date: 06/17/2001
Frequency Advisory No./Service Area: *
Pagers -******
960617A 333 1 1W
CHAMPION COMMUNICATION SERVICES INC
XXXXX X XXXXXX
0000 XXXXXXXXX XX XXX 000
XXX XXXXXXXXX XX 00000
REGULATORY STATUS: PMRS
------------------------------------------------------------------------------------------------------------------------------------
Station Technical Specifications
------------------------------------------------------------------------------------------------------------------------------------
Output
FCC Frequencies Station No. of Emission Power E.R.P. Ground Ant. Hgt. Antenna Antenna
I.D. (MHz) Class Units Designator (Xxxxx) (Xxxxx) Eleve To Tip Latitude Longitude
------------------------------------------------------------------------------------------------------------------------------------
A: * FB2 1 15K0F2D 125.000 450.000 180 448 * *
20K0F1D HAAT 448
20K0F3E
* MO 70 15K0F2D 100.000 35.000
* 20K0F1D
20K0F3E
H: * 10 15K0F2D 100.000 56.000
* 20K0F1D XXXX 0
00X0X0X
XXXXXXXXXXX XXXXXX XXXXXXX XXXX XXXXXX XXXXX
X: * * * *
H: *
AREA OF OPERATION
SITE A: *
CONTROL POINTS: 0000 XXXXXXXXX XX XXX 000 XXX XXXXXXXXX XX
CONTROL POINT PHONE: 000-000-0000
ADMIN NOTE: THE ISSUANCE OF THIS SYSTEM LICENSE RESULTED IN THE CANCELLATION OF LICENSE KBL844.
The latitude/longitude are authorized in North American Datum 1927 (NAD27). Additionally, the antenna height to tip, ground
elevation, AAT and area of operation units are authorized in metric.
EMISSION DESIGNATOR(S) CONVERTED TO CONFORM TO DESIGNATOR(S) SET OUT IN PART 2 OF THE COMMISSION'S RULES.
------------------------------------------------------------------------------------------------------------------------------------
PAGE 1 OF 1
FEDERAL This authorization becomes invalid and must be returned
[SEAL] COMMUNICATIONS to the Commission if the stations are not placed in
COMMISSION operation within eight months, unless an extension of
time has been granted. EXCEPTIONS: 1) 809 MHz trunked
and certain 909 MHz station licenses cancel
automatically if not constructed within 1 year 2) IVDS
authorization automatically cancel if service is not
made available in accordance with Section 95.833(a)
of the Commission's Rules 3) There are no time
limitations for placing GMRS stations in operation.
FCC 574-L April 1995
CONFIDENTIAL TREATMENT REQUESTED
THE REDACTED MATERIAL HAS BEEN
FILED WITH THE COMMISSION
27
SCHEDULE 2
Other License
--------------------------------------------------------------------------------
Call Sign Frequency Channels Location Purchase Price
--------- --------- -------- -------- --------------
* * 1 * *
* * 1 * *
* * 1 * *
* * 1 * *
* * 1 * *
--------------------------------------------------------------------------------
Confidential Treatment Requested
The Redacted Material Has Been
Filed With the Commission
28
Federal Communications Commission
Xxxxxxxxxx, XX 00000-0000
RADIO STATION LICENSE
--------------------------------------------------------------------------------
Licensee Name: CHAMPION COMMUNICATION SERVICES INC
Radio Service: GX CONVENTIONAL SMR License Issue Date: 11/13/1995
Call Sign: * File Number: * License Expiration Date: 11/10/1997
Frequency Advisory No./Service Area: *
Pagers -******
951114A 264 1 1Z
CHAMPION COMMUNICATION SERVICES INC
XXXXX XXXXXX
0000 XXXXXXXXX XX XXX 000
XXX XXXXXXXXX XX 00000
REGULATORY STATUS: PMRS
------------------------------------------------------------------------------------------------------------------------------------
Station Technical Specifications
------------------------------------------------------------------------------------------------------------------------------------
Output
FCC Frequencies Station No. of Emission Power E.R.P. Ground Ant. Hgt. Antenna Antenna
I.D. (MHz) Class Units Designator (Xxxxx) (Xxxxx) Eleve To Tip Latitude Longitude
------------------------------------------------------------------------------------------------------------------------------------
1: * FB2 1 20KOF3E 125.000 225.000 238 79 * *
HAAT 101
* 70 20KOF3E 35.000 35.000
821.00000
XXXXXXXXXXX XXXXXX XXXXXXX XXXX XXXXXX XXXXX
1: *
AREA OF OPERATION
SITE 1: *
PAINTING AND LIGHTING SPECIFICATIONS
SITE 1: SEE ATTACHED FORM 715/715A PARAGRAPHS: 1 312 21
CONTROL POINTS: 0000 XXXXXXXXX XX XXX 000 XXX XXXXXXXXX XX
CONTROL POINT PHONE: 000-000-0000
ADMIN NOTE: SEE ATTACHED #14
The latitude/longitude are authorized in North American Datum 1927 (NAD27).
Additionally, the antenna height to tip, ground elevation, AAT and area of
operation units are authorized in metric.
EMISSION DESIGNATOR(S) CONVERTED TO CONFORM TO DESIGNATOR(S)
SET OUT IN PART 2 OF THE COMMISSION'S RULES.
------------------------------------------------------------------------------------------------------------------------------------
PAGE 1 OF 1
FEDERAL This authorization becomes invalid and must be returned
[SEAL] COMMUNICATIONS to the Commission if the stations are not placed in
COMMISSION operation within eight months, unless an extension of
time has been granted. EXCEPTIONS: 1) 800 MHz trunked
and certain 900 MHz station licenses cancel
automatically if not constructed within 1 year 2) IVDS
authorizations automatically cancel if service is not
made available in accordance with Section 95.833(a)
of the Commission's Rules 3) There are no time
limitations for placing GMRS stations in operation.
FCC 574-L April 1995
CONFIDENTIAL TREATMENT REQUESTED
THE REDACTED MATERIAL HAS BEEN
FILED WITH THE COMMISSION
29
Item 2852704 10:18 Page 1
From: PCIA600 Pcia600 Mailbox
To: XXXXX.XXXX Xxxx Xxxxx, Champion Comm.
cc: XXXXX.XXXX Xxxx Xxxxx, Champion Comm.
Subject: 961220011 ** Champion Communi
Control #: 961220011 ** Champion Communication Services, Inc.
Your Xxxxxxxxx # 00000XX000
Received Electronically . . . . . . . . . . . . . . . . 5/01/1996
Application Received in Coordination . . . . . . . . . . 5/07/1996
Application Being Processed by . . . . . . . . . . . . . Xxxxxxxx Xxxxxx
E-Mail Address of Coordinator . . . . . . . . . . . . . Xxxxxx.C
Coordinated . . . . . . . . . . . . . . . . . . . . . . 5/28/1996
Frequency Class Units City St AAT Elev Ant Latitude
Longitude
* FB2 1 * * 125 264 125 *
*
* MO 70 *
*
* FX1 1 *
*
Date A/R Transaction Amount
5/28/96 FEE FOR FCC CHECK 1.00
5/28/96 FCC CHECK WRITTEN 45.00
5/28/96 PCIA COORDINATION 38.00
5/28/96 PCIA COORDINATION 89.00
*
*
CONFIDENTIAL TREATMENT REQUESTED
THE REDACTED MATERIAL HAS BEEN
FILED WITH THE COMMISSION
30
FEDERAL COMMUNICATIONS COMMISSION
XXXXXXXXXX, XX 00000-0000
RADIO STATION LICENSE
--------------------------------------------------------------------------------
Licensee Name: CHAMPION COMMUNICATION SERVICES INC
Radio Service: GX CONVENTIONAL SMR License Issue Date: 09/27/1995
Call Sign: * File Number: * License Expiration Date: 09/27/2000
Frequency Advisory No./Service Area: 0447450002
Pagers -******
950928A 751 1 1Z
CHAMPION COMMUNICATION SERVICES INC
XXXXX XXXXXX
0000 XXXXXXXXX XX XXX 000
XXX XXXXXXXXX XX 00000
REGULATORY STATUS: PMRS
---------------------------------------------------------------------------------------------------------------------
Station Technical Specifications
---------------------------------------------------------------------------------------------------------------------
Output
FCC Frequencies Station No. of Emission Power E.R.P. Ground Ant. Hgt. Antenna Antenna
I.D. (MMz) Class Units Designator (Xxxxx) (Xxxxx) Eleva To Tip Latitude Longitude
---------------------------------------------------------------------------------------------------------------------
1: * FB2 1 20KOF3E 125.000 178.000 262 125 * *
HAAT 125
* MO 70 20KOF3E 35.000 35.000
*
XXXXXXXXXXX XXXXXX XXXXXXX XXXX XXXXXX XXXXX
1: * * * *
AREA OF OPERATION
SITE 1: *
PAINTING AND LIGHTING SPECIFICATIONS
SITE 1: SEE ATTACHED FORM 715/715A PARAGRAPHS: 1 3 4 13 21
CONTROL POINTS: 0000 XXXXXXXXX XX XXX 000 XXX XXXXXXXXX XX
CONTROL POINT PHONE: 000-000-0000
ASSOCIATED CALLSIGN: *
ADMIN NOTE: SEE ATTACHED #14
The latitude/longitude are authorized in North American Datum 1927 (NAD27).
Additionally, the antenna height to tip, ground elevation, AAT and area of
operation units are authorized in metric.
EMISSION DESIGNATOR(S) CONVERTED TO CONFORM TO DESIGNATOR(S)
SET OUT IN PART 2 OF THE COMMISSION'S RULES.
---------------------------------------------------------------------------------------------------------------------
PAGE 1 OF 1
FEDERAL This authorization becomes invalid and must be returned
[SEAL] COMMUNICATIONS to the Commission if the stations are not placed in
COMMISSION operation within eight months, unless an extension of
time has been granted. EXCEPTIONS: 1) 809 MHz trunked
and certain 909 MHz station licenses cancel
automatically if not constructed within 1 year 2) IVDS
authorization automatically cancel if service is not
made available in accordance with Section 95.833(a)
of the Commission's Rules 3) There are no time
limitations for placing GMRS stations in operation.
FCC 574-L April 1995
CONFIDENTIAL TREATMENT REQUESTED
THE REDACTED MATERIAL HAS BEEN
FILED WITH THE COMMISSION
31
Federal Communications Commission
Xxxxxxxxxx, XX 00000-0000
RADIO STATION LICENSE
--------------------------------------------------------------------------------
Licensee Name: CHAMPION COMMUNICATION SERVICES INC
Radio Service: GX CONVENTIONAL SMRS License Issue Date: 09/10/1996
Call Sign: * File Number: * License Expiration Date: 09/10/2001
Frequency Advisory No./Service Area: 961500007
Pagers -******
960911A 262 1 1Z
CHAMPION COMMUNICATION SERVICES INC
XXXXX XXXXXX
0000 XXXXXXXXX XX XXX 000
XXX XXXXXXXXX XX 00000
REGULATORY STATUS: PMRS
------------------------------------------------------------------------------------------------------------------------------------
Station Technical Specifications
------------------------------------------------------------------------------------------------------------------------------------
Output
FCC Frequencies Station No. of Emission Power E.R.P. Ground Ant. Hgt. Antenna Antenna
I.D. (MHz) Class Units Designator (Xxxxx) (Xxxxx) Eleve To Tip Latitude Longitude
------------------------------------------------------------------------------------------------------------------------------------
A: * FB2 1 15K0F2D 125.000 188.000 239 72 * *
20K0F1D HAAT 72
20K0F3E
* 70 15K0F2D 10.000 10.000
* 20K0F1D
20K0F3E
H: * 10 15K0F2D 10.000 10.000
* 20K0F1D HAAT 0
20K0F3E
TRANSMITTER STREET ADDRESS CITY COUNTY STATE
A: * * * *
H: TX
AREA OF OPERATION
SITE A: *
PAINTING AND LIGHTING SPECIFICATIONS
SITE A: SEE ATTACHED FORM 715/715A PARAGRAPHS: 1 3 12 21
CONTROL POINTS: 0000 XXXXXXXXX XX XXX 000 XXX XXXXXXXXX XX
CONTROL POINT PHONE: 000-000-0000
ADMIN NOTE: SEE ATTACHED #14
The latitude/longitude are authorized in North American Datum 1927 (NAD27).
Additionally, the antenna height to tip, ground elevation, AAT and area of
operation units are authorized in metric.
EMISSION DESIGNATOR(S) CONVERTED TO CONFORM TO DESIGNATOR(S)
SET OUT IN PART 2 OF THE COMMISSION'S RULES.
------------------------------------------------------------------------------------------------------------------------------------
PAGE 1 OF 1
FEDERAL This authorization becomes invalid and must be returned
[SEAL] COMMUNICATIONS to the Commission if the stations are not placed in
COMMISSION operation within eight months, unless an extension of
time has been granted. EXCEPTIONS: 1) 800 MHz trunked
and certain 900 MHz station licenses cancel
automatically if not constructed within 1 year 2) IVDS
authorizations automatically cancel if service is not
made available in accordance with Section 95.833(a)
of the Commission's Rules 3) There are no time
limitations for placing GMRS stations in operation.
FCC 574-L April 1995
CONFIDENTIAL TREATMENT REQUESTED
THE REDACTED MATERIAL HAS BEEN
FILED WITH THE COMMISSION
32
Federal Communications Commission
Xxxxxxxxxx, XX 00000-0000
RADIO STATION LICENSE
--------------------------------------------------------------------------------
Licensee Name: CHAMPION COMMUNICATION SERVICES INC
Radio Service: GX CONVENTIONAL SMR License Issue Date: 11/03/1995
Call Sign: * File Number: * License Expiration Date: 11/03/2000
Frequency Advisory No./Service Area:
* Pagers -******
951103A 381 1 1Z
CHAMPION COMMUNICATION SERVICES INC
0000 XXXXXXXXX XX XXX 000
XXX XXXXXXXXX XX 00000
REGULATORY STATUS: PMRS
------------------------------------------------------------------------------------------------------------------------------------
Station Technical Specifications
------------------------------------------------------------------------------------------------------------------------------------
Output
FCC Frequencies Station No. of Emission Power E.R.P. Ground Ant. Hgt. Antenna Antenna
I.D. (MHz) Class Units Designator (Xxxxx) (Xxxxx) Eleva To Tip Latitude Longitude
------------------------------------------------------------------------------------------------------------------------------------
1: * FB2 1 20K0F3E 125.000 240.000 241 78 * *
HAAT 78
* 70 20K0F3E 35.000
*
XXXXXXXXXXX XXXXXX XXXXXXX XXXX XXXXXX XXXXX
1: * * * *
AREA OF OPERATION
SITE 1: *
PAINTING AND LIGHTING SPECIFICATIONS
SITE 1: SEE ATTACHED FORM 715/715A PARAGRAPHS: 1 3 12 21 22
CONTROL POINTS: 0000 XXXXXXXXX XX XXX 000 XXX XXXXXXXXX XX
CONTROL POINT PHONE: 000-000-0000
The latitude/longitude are authorized in North American Datum 1927 (NAD27). Additionally, the antenna height to tip, ground
elevation, AAT and area of operation units are authorized in metric.
EMISSION DESIGNATOR(S) CONVERTED TO CONFORM TO DESIGNATOR(S)
SET OUT IN PART 2 OF THE COMMISSION'S RULES.
------------------------------------------------------------------------------------------------------------------------------------
PAGE 1 OF 1
FEDERAL This authorization becomes invalid and must be returned
[SEAL] COMMUNICATIONS to the Commission if the stations are not placed in
COMMISSION operation within eight months, unless an extension of
time has been granted. EXCEPTIONS: 1) 800 MHz trunked
and certain 900 MHz station licenses cancel
automatically if not constructed within 1 year 2) IVDS
authorizations automatically cancel if service is not
made available in accordance with Section 95.833(a)
of the Commission's Rules 3) There are no time
limitations for placing GMRS stations in operation.
FCC 574-L April 1995
CONFIDENTIAL TREATMENT REQUESTED
THE REDACTED MATERIAL HAS BEEN
FILED WITH THE COMMISSION
33
SCHEDULE 3
REPEATER AND ANCILLARY EQUIPMENT
STATE TX FREQ A/S # CR NAME MODEL # SERIAL # ANCILLARY
----- ------- ----- ------- ------- -------- ---------
* * 00284A * C75RCB6105BY RT525B NO
* * 00284A * C75RCB6105BY TT501K NO
* * 00284A * C75RCB6105BY TT528K NO
* * 00284A * C75RCB6105BY UT538H NO
* * 00284A * C75RCB6105BY TT538S NO
* * 00284A * C75RCB6105BY TT537S NO
* * 00284A * C75RCB6105BY RT5234 NO
* * 00284A * C75RCB6105BY 409BCG0007 NO
* * 00284A * C75RCB6105BY 409CCL0040 NO
* * 00284A * C75RCB6105BY 409CCN0008 NO
* * 00284A * C75RCB6105BY 409CCS0004 NO
* * 00284A * C75RCB6105BY 409CCS00015 NO
* * 00284A * C75RCB6105BY 409CCS0003 NO
* * 00284A * C75RCB6105BY 409CCS0004 NO
* * 00284A * C75RCB6105BY 409CCS0011 NO
* * 00284A * T5365A 225CWH0219 NO
* * 00284A * T5365A 225CWH0220 NO
* * 00284A * T5365A 225CWH0221 NO
* * 00284A * T5365A 225CSH0222 NO
* * 00284A * T5365A 225CWH0223 NO
* * 00740A * C75RCB6105BY 409CCA0022 NO
* * 00740A * C75RCB6105BY 409CCQ0026 NO
* * 00741A * C75RCB6105BY 409CDG0004 NO
* * 00268A * C75RCB6105BY 409CCS0022 YES
* * 00303A * C75RCB6105BY YES
Confidential Treatment Requested
The Redacted Material Has Been
Filed With the Commission
Page 1
34
Confidential Treatment Requested
The Redacted Material Has Been
Filed With the Commission
SCHEDULE 4
CUSTOMER LIST AND FINANCIAL INFORMATION
ACCT NO. CUSTOMER CR NAME UNITS MO. REV. MO. RENT 0-30 31-60 61-90 90+ BALANCE
-------- -------- ------- ----- -------- -------- -------- -------- -------- ----- --------
M07595 * * 7 105.00 0.00 0.00 0.00 0.00 0.00
M07986 * * 8 136.00 0.00 0.00 428.40 0.00 428.40
M00030 * * 13 195.00 0.00 0.00 0.00 0.00 0.00
* 28 436.00 390.00 0.00 0.00 428.40 0.00 428.40
* 1 0.00 0.00 0.00 0.00 0.00 0.00
M05258 * * 14 210.00 0.00 0.00 0.00 0.00 0.00
M05752 * * 26 442.00 0.00 0.00 0.00 0.00 0.00
* 41 652.00 390.00 0.00 0.00 0.00 0.00 0.00
M05486 * * 23 345.00 0.00 0.00 0.00 0.00 0.00
* 23 345.00 390.00 0.00 0.00 0.00 0.00 0.00
M05262 * * 8 128.00 0.00 0.00 0.00 0.00 0.00
M05254 * * 4 64.00 0.00 0.00 403.20 0.00 403.20
M09465 * * 4 64.00 0.00 0.00 0.00 0.00 0.00
* 16 256.00 390.00 0.00 0.00 403.20 0.00 403.20
M06333 * * 7 112.00 0.00 0.00 0.00 0.00 0.00
M08558 * * 1 600.00 1,260.00 0.00 (537.60) 0.00 722.40
* 8 712.00 390.00 1,260.00 0.00 (537.60) 0.00 722.40
M07289 * * 8 136.00 0.00 0.00 0.00 0.00 0.00
M07219 * * 4 60.00 0.00 0.00 0.00 0.00 0.00
M05761 * * 13 195.00 0.00 0.00 0.00 0.00 0.00
M05857 * * 16 240.00 0.00 1,512.00 2,469.60 0.00 3,981.60
M05921 * * 14 210.00 0.00 0.00 661.50 0.00 661.50
M06766 * * 3 45.00 0.00 0.00 141.75 0.00 141.75
* 58 886.00 390.00 0.00 1,512.00 3,272.85 0.00 4,784.85
M05500 * * 6 102.00 0.00 0.00 0.00 0.00 0.00
M05621 * * 4 68.00 71.40 0.00 107.10 0.00 178.50
M05435 * * 9 153.00 0.00 0.00 0.00 0.00 0.00
* 19 323.00 390.00 71.40 0.00 107.10 0.00 178.50
M05604 * * 8 120.00 0.00 0.00 378.00 0.00 378.00
* 8 120.00 390.00 0.00 0.00 378.00 0.00 378.00
M05393 * * 18 270.00 0.00 0.00 1,701.00 0.00 1,701.00
M07900 * * 7 150.00 0.00 0.00 0.00 0.00 0.00
* 25 375.00 390.00 0.00 0.00 1,701.00 0.00 1,701.00
M07690 * * 30 510.00 0.00 0.00 0.00 0.00 0.00
M06635 * * 7 105.00 330.75 0.00 0.00 0.00 330.75
35
Confidential Treatment Requested SCHEDULE 4
The Redacted Material Has Been
Filed With the Commission
CUSTOMER LIST AND FINANCIAL INFORMATION
ACCT # CUSTOMER CR NAME UNITS MO. REV. MO. RENT 0-30 31-60 61-90 90+ BALANCE
-------- -------- ------- ----- -------- -------- -------- -------- -------- ------- -------
* 37 615.00 390.00 330.75 0.00 0.00 0.00 330.75
M05852 * * 6 96.00 0.00 0.00 0.00 0.00 0.00
M07572 * * 6 96.00 0.00 0.00 0.00 0.00 0.00
M09877 * * 5 85.00 267.75 0.00 328.13 (372.75) 223.13
M05803 * * 6 96.00 0.00 0.00 0.00 859.60 859.60
M05485 * * 36 576.00 0.00 0.00 0.00 0.00 0.00
M09582 * * 6 108.00 0.00 340.20 0.00 614.08 954.28
M05390 * * 21 336.00 0.00 0.00 655.20 504.00 1,159.20
M05823 * * 3 48.00 0.00 0.00 0.00 0.00 0.00
* 89 1,441.00 390.00 267.75 340.20 983.33 1,604.93 3,196.21
M05343 * * 15 255.00 803.25 0.00 0.00 0.00 803.25
M08273 * * 17 0.00 0.00 0.00 0.00 0.00 0.00
* 32 255.00 390.00 803.25 0.00 0.00 0.00 803.25
M05819 * * 60 960.00 0.00 0.00 3,024.00 24.00 3,048.00
* 60 960.00 390.00 0.00 0.00 3,024.00 24.00 3,048.00
M09999 * * 8 136.00 467.25 0.00 0.00 0.00 467.25
M05734 * * 4 60.00 0.00 0.00 0.00 0.00 0.00
* 12 196.00 390.00 467.25 0.00 0.00 0.00 467.25
* 0 0.00 0.00
* 0 0.00 390.00 0.00 0.00 0.00 0.00 0.00
M05518 * * 15 225.00 0.00 0.00 1,417.50 0.00 1,417.50
M05812 * * 9 135.00 0.00 0.00 0.00 94.50 94.50
* 24 360.00 390.00 0.00 0.00 1,417.50 94.50 1,512.00
M05523 * * 23 391.00 0.00 0.00 2,463.30 289.80 2,753.10
M05769 * * 6 102.00 0.00 0.00 0.00 0.00 0.00
M07947 * * 3 0.00 0.00 0.00 127.59 (129.89) (2.30)
M07947 * * 3 40.50 0.00 0.00 0.00 0.00 0.00
M05403 * * 7 119.00 0.00 0.00 749.70 0.00 749.70
* 42 652.50 390.00 0.00 0.00 3,340.59 159.91 3,500.50
M09952 * * 7 140.00 519.75 0.00 0.00 0.00 519.75
M06016 * * 5 80.00 0.00 0.00 0.00 0.00 0.00
M05386 * * 8 120.00 0.00 0.00 0.00 624.38 624.38
M07241 * * 6 90.00 0.00 0.00 283.50 634.00 917.50
26 430.00 390.00 519.75 0.00 283.50 1,258.38 2,061.63
0.00
Page 2
36
Confidential Treatment Requested SCHEDULE 4
The Redacted Material Has Been
Filed With the Commission
CUSTOMER LIST AND FINANCIAL INFORMATION
ACCT # CUSTOMER CR NAME UNITS MO. REV. MO. RENT 0-30 31-60 61-90 90+ BALANCE
-------- -------- ------- ----- -------- -------- -------- -------- -------- ----- --------
* 0 0.00 390.00 0.00 0.00 0.00 0.00 0.00
MP5279 * * 15 240.00 0.00 0.00 0.00 0.00 0.00
MP9951 * * 3 60.00 0.00 0.00 0.00 0.00 0.00
M06212 * * 3 45.00 141.75 0.00 0.00 0.00 141.75
M05417 * * 17 255.00 0.00 0.00 0.00 0.00 0.00
* 38 600.00 390.00 141.75 0.00 0.00 0.00 141.75
M07713 * * 7 87.50 0.00 0.00 0.00 0.00 0.00
* 7 87.50 235.00 0.00 0.00 0.00 0.00 0.00
MO5797 * * 15 225.00 0.00 0.00 0.00 0.00 0.00
* 15 225.00 235.00 0.00 0.00 0.00 0.00 0.00
MO7799 * * 2 27.00 0.00 0.00 0.00 0.00 0.00
* 2 27.00 235.00 0.00 0.00 0.00 0.00 0.00
* * 1 0.00 0.00 0.00 0.00 0.00 0.00
MO5486 * * 5 70.00 0.00 0.00 0.00 0.00 0.00
MO5857 * * 28 392.00 0.00 0.00 0.00 0.00 0.00
MO5476 * * 11 154.00 0.00 0.00 0.00 0.00 0.00
* 45 616.00 235.00 0.00 0.00 0.00 0.00 0.00
* 0 0.00
* 0 0.00 340.00 0.00 0.00 0.00 0.00 0.00
GRAND TOTAL 655 10,570.00 8,740.00 3,861.90 1,852.20 14,801.87 3,141.72 23,657.69
ANNUALIZED REVENUE 126,840.00
Page 3
37
SCHEDULE 5
OTHER ASSETS
Quantity Description Model # Serial #
-------- ----------- ------- --------
1 * T5198A 495CVJ0024
1 * N/A N/A
1 * N/A N/A
Confidential Treatment Requested
The Redacted Material Has Been
Filed With the Commission
Page 1
38
Schedule 6
Contracts
All contracts with users of the Channels as of the Closing Date,
whether now or hereafter existing. The form of contract Seller will execute in
the future with its users is attached to this Schedule 6 as Exhibit 6-A and
copies of all contracts currently existing are attached to this Schedule as
Exhibit 6-B.
39
EXHIBIT 6-A
CHAMPION COMMUNICATION SERVICES, INC. (CCSI)
-------------------------------------------------------------------------------------------------------
Subscription Agreement
-------------------------------------------------------------------------------------------------------
Salesperson Dealer Client Acct. #
----------------------------- ------------------ -------------------
Client hereby agrees to subscribe, from CCSI ("Company"), to the Trunking communication services
("Service") listed below under the terms and conditions set forth herein and on the reverse side
of this Agreement.
Client Name Mail Invoice to: (If different from Business Address)
-----------------------------
Business Contact Billing Contact
----------------------------- -------------------------------------
Business Address Business Address
----------------------------- ------------------------------------
City State Zip City State Zip
------------ ------ ------------- ------------- ---------- ------------
Phone Fax Phone Fax
-------------- --------------------- ------------------- ---------------------
Estimated Effective Date Billing Cycle Q S A
--------------------- -------- -------- ---------
System Type: UHF/TBAND 800 MHz Other S.I.C. Code
--- --- --- ----------------------------------------
-------------------------------------------------------------------------------------------------------
Billing Information
-------------------------------------------------------------------------------------------------------
-------------------------------------------
Site Fleet/Subfleet Quantity Unit Rate Per Month User Charge
-------------------------------------------
x $ = $
------------------------------------------- ----------- -------------------- ------------
x $ = $
------------------------------------------- ----------- -------------------- ------------
x $ = $
------------------------------------------- ----------- -------------------- ------------
x $ = $
------------------------------------------- ----------- -------------------- ------------
x $ = $
------------------------------------------- ----------- -------------------- ------------
x $ = $
------------------------------------------- ----------- -------------------- ------------
x $ = $
------------------------------------------- ----------- -------------------- ------------
x $ = $
------------------------------------------- ----------- -------------------- ------------
x $ = $
------------------------------------------- ----------- -------------------- ------------
x $ = $
------------------------------------------- ----------- -------------------- ------------
Subtotal $
------------
Payable In Advance: Annually (subtotal x 12) $
--------------------------
Semi-Annually (subtotal x 6) $
--------------------------
Quarterly (subtotal x 3) $
--------------------------
Activation Fee: $
--------------------------
Tax: $
--------------------------
Amount Due with Contracts: $
--------------------------
-------------------------------------------------------------------------------------------------------
Client Approval
-------------------------------------------------------------------------------------------------------
The undersigned hereby acknowledges and represents that (i) he/she has read both sides of this
Agreement, (ii) he/she understands and agrees to all of the terms, conditions and provisions contained
herein; and (iii) he/she has the authority to execute this Agreement on behalf of the Client.
NON-RECEIPT OF INVOICE DOES NOT RELIEVE CLIENT FROM THE OBLIGATION TO PAY USER CHARGES DUE UNDER
THIS AGREEMENT.
Approved By (Please Print) (Title) Date
----------------------------- --------------- ----------------
Signature
---------------------------------------------
-------------------------------------------------------------------------------------------------------
Dealer Information
-------------------------------------------------------------------------------------------------------
Dealer Name: Phone #:
------------------------------ --------------------------------------------
Address: Fax #:
------------------------------ --------------------------------------------
City/State/Zip: Contact:
------------------------------ --------------------------------------------
40
EXHIBIT 6-A
TERMS OF AGREEMENT
Whereas Champion Communication Services, Inc. (CCSI) is engaged in
providing private mobile radio service as authorized by the Federal
Communications Commission and, as such, shall own, operate and maintain the
Trunking system at the location given on the reverse side hereof and is willing
to contract for the provision of said service, and
Whereas Client identified on the reverse side has or will receive as
appropriate license from the Federal Communications Commission, wishes to
obtain the service provided by CCSI and acknowledges that CCSI has no legal
obligation to provide such service except as provided by this Agreement.
Now therefore, CCSI and Client agree as follows:
1. Payment, Terms and Renewal. (a) During the initial term and
each successive term of this agreement, Client agrees to pay for the Service
(in advance) by making timely payment of each installment of the User Charge
provided for on the front side hereof. The payment date for payments to be made
"annually" shall be made on or before the date on which the initial term or any
successive term commences hereunder ("commencement date"); the payment date for
payments to be made "semi-annually" shall be made on or before the commencement
date and on or before the day commencing the seventh month next following the
commencement date, and the payment date for payments to be made "quarterly"
shall be made on or before the commencement date and on or before date
commencing the fourth, the seventh, and the tenth month next following the
commencement date. Client understands that, subject to prior termination
hereunder, the commencement of each term or successive term obligates Client to
make all payments due hereunder during the remaining term. The initial term of
this agreement shall be for twelve consecutive months following the
commencement date. The initial term (and any extended term) shall be
automatically extended for an additional term of twelve consecutive months
following the anniversary of the date commencing such initial or extended
term, UNLESS one party gives the other party, at least thirty (30) days prior
to the end of the term or extended term, written notice of its intent to
terminate this agreement.
2. Chance of User Charge/Prior Termination. CCSI may increase,
prospectively, the user charge payable hereunder for the Service, at any time
and from time to time, provided CCSI gives Client at least sixty (60) days'
notice ("change notice") stating the new user charge and the date upon which
it will become effective ("change date"). If Client receives a change notice
hereunder, Client may thereafter terminate this agreement as of the date
immediately prior to the change date, provided Client gives CCSI notice, at
least thirty (30) days prior to the change date, of Client's intent to
terminate this agreement by reason of the change notice. CCSI may, at any time
and from time to time, either terminate this Agreement or temporarily
discontinue the Service, without incurring liability or obligation to Client,
provided CCSI gives Client notice ("termination notice") of its intent to take
such action and of the date ("termination date") on which the action will take
effect. If CCSI terminates this agreement for a breach of this agreement and
CCSI ("for cause"), such termination shall terminate and relieve CCSI of its
obligation to provide the Service after the termination date, but shall neither
terminate nor relieve Client of its obligation to make payments thereafter due
hereunder through the end of the term in effect on the termination date. In the
event of a prior termination of this agreement by CCSI (other than for cause)
or by Client, CCSI shall refund to Client any user charges prepaid by Client
for and attributable to the time period after the change date or the
termination date, as applicable. In the event of a prior termination of this
agreement by CCSI for cause, CCSI shall have no obligation to refund to Client
any user charges prepaid by Client for and attributable to the time period
after the termination and may enforce any and all other remedies against Client
as are available under this agreement or otherwise.
3. Modifications. Client must notify CCSI of the increase or
decrease in unit count. If when the Client modifies its unit count, the Service
Term shall be automatically renewed for a period of twelve (12) months. If the
Client's equipment is lost, stolen or destroyed, the Client must notify CCSI in
writing within 30 days and the Client is responsible for all service charges
until such notice is reported to CCSI.
4. Assign; Subcontract. This Agreement is a privilege for the
personal benefit of Client and may not be assigned in whole or in part by
Client to any other person. CCSI reserves the right to subcontract any of its
obligations hereunder.
5. System Access Codes/Unauthorized Use. CCSI owns and shall
retain the exclusive right to issue, modify, withdraw or remove, with or
without cause, all or any of the codes used to gain access to the Service
("Service Access Codes"). Client shall not have (and expressly disclaims) any
present or future right or claim of right with respect to System Access Codes,
and no such right or claim of right shall be implied or otherwise arise as a
result of this agreement. Client agrees to make all units available for
modification, change, withdrawal or removal of System Access Codes at any time
requested (verbally or in writing) and immediately after being requested, by
CCSI.
6. Client Covenants. Client agrees (a) to observe and abide by all
applicable statutes, laws, ordinances, rules and regulations, including those
imposed by the Federal Communications Commission; (b) to operate its equipment
so as not to cause undue interference with any other Clients using the
Trunking system (the "system") identified on the reverse side; (c) not to use
more units on the system than the number of units (the "authorized units")
specifically authorized on the reverse side, or make any other use of the
system not specifically authorized by CCSI hereunder ("unauthorized use"); (d)
to not permit any person or entity under its control, employ, or with whom it
is in a contractual or other relationship, to use more than the authorized
units on, or to engage in any unauthorized use of, the system; and (e) if
Client learns of any such coverage or other form of unauthorized use of the
system by any person or entity, to notify CCSI immediately of the circumstances
thereof.
7. Coverage. Client acknowledges 100 percent coverage of any area
at all times is improbable. Experience with actual field conditions and from
tests made indicate adverse propagation conditions, such as short term
unpredictable meteorological effects and sky wave interference from distant
stations, can interrupt service at times. Other causes beyond reasonable
control of CCSI are motor ignition, and other electrical noise that could be
minimized by corrective devices at Client's expense. Satisfactory communication
performance is generally viewed as intelligible reception over rolling terrain
approximately 90 percent of the time. Any surveys, if provided, are to indicate
general parameters or expected coverage, subject to previous mentioned
conditions, and are not binding as an exact representation of coverage.
8. Breach and Remedies. Time is of the essence in the performance
of this agreement, and, subject to Sections 1 and 2 hereof, Client is and shall
remain liable for all user charges and other applicable costs through the end of
the term hereof. If, (a) Client fails to make any payment required hereunder
when due or fails the full amount owed upon any acceleration hereunder, or (b)
Client fails to pay when due any cost, expense, reimbursement or other amount
payable hereunder, or (c) Client fails to timely perform any term, covenant or
agreement contained herein, or (d) Client becomes insolvent, makes or attempts
to make an assignment or other arrangement for the benefit of its creditors, or
(e) client becomes, in CCSI's judgment, unable to make payments required
hereunder when due or CCSI deems itself insecure with respect to Client's
timely performance of its obligations hereunder, including its payment
obligations, then CCSI shall have the right, upon notice to Client thereof
("default notice"), to terminate all of CCSI's obligations under this agreement
and to discontinue the Service to Client. Upon delivery of any default notice
to Client, (i) Client shall immediately cease using the Service and the Access
Codes, (ii) all user charges then thereafter due and owing to CCSI through the
end of the term shall be accelerated, and shall become immediately due and
payable, without notice or presentment, acceleration or other demand, the right
to such notice or demand being hereby expressly waived by Client, and (iii)
Client shall automatically become liable for and shall pay all sums due and
owing CCSI, including accelerated user charges, interest on past due amounts,
and other charges payable hereunder. Client shall pay CCSI a charge of $25.00
for any check or other instrument tendered to CCSI by Client returned to CCSI
as unpaid for any reason, and following any such return, CCSI may require
Client to make payment hereunder in cash, by money order, by confirmed wire
transfer, or by any other similarly secure form of payment. Interest shall
accrue and be payable by Client on all past due accounts at the highest rate
allowed under applicable law or at eighteen percent (18%) per annum, compounded
daily, whichever is the lesser rate. Upon any breach or default hereunder, CCSI
shall have the right to retain all payments theretofore made hereunder without
obligation to Client and to impose a charge of $50.00 for disconnecting and an
additional charge of $50.00 for reconnecting the Service. All rights and
remedies of CCSI hereunder are cumulative of and not in lieu of all other
rights and remedies available to CCSI at law or in equity, and the exercise of
any right or remedy hereunder shall not be deemed or construed as an election
of remedies.
9. Disputes. If Client disputes any service charges, Client must
pay the entire amount set forth on the invoice and submit a written explanation
of Client's dispute within forty-five (45) days from the date of the invoice.
If Company determines that an error was made, Company shall credit the Client's
account in the amount of the error.
10. Liability; Indemnifications; Interruption of Service; Force
Majeure. Except for its own acts if gross negligence or willful misconduct,
CCSI shall not be liable to Client or any other person for any loss or damage,
regardless of cause or negligence on CCSI's part. CCSI does not assume and
shall have no liability under this Agreement for failure to provide, or delay
in providing, service due directly or indirectly to causes beyond the control
and without the fault or negligence of CCSI or its subcontractors, including,
but not restricted to, acts of God, of governmental entities, or of the public
convey, strikes, or unusually severe weather conditions.
CLIENT'S SOLE REMEDY FOR ANY SUCH FAILURE OR DELAY SHALL BE LIMITED TO
A PRO RATA ALLOWANCE BASED ON THE USER CHARGE FOR THE TIME SUCH FAILURE OR
DELAY IS ATTRIBUTABLE TO THE FAULT OF CCSI OR ITS SUBCONTRACTORS. CLIENT
AGREES, HOWEVER, THAT NO ALLOWANCE WILL BE GIVEN IF SUCH SINGLE FAILURE OR
DELAY DOES NOT EXCEED 72 HOURS.
Client will indemnify and hold CCSI harmless from any loss, damage or
liability, consequential or otherwise, occasioned by, growing out of or arising
from any act or failure to act by Client, its agents or employees.
IN NO EVENT SHALL CCSI BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES
11. Amendment. No revision of this Agreement shall be valid unless
made in writing and signed by an officer of CCSI and an authorized agent of
Client.
12. Entire Agreement. This Agreement constitutes the entire
agreement of the parties and shall supersede all prior effort, negotiations and
agreements.
13. No Waiver. Failure or delay on the part of CCSI to exercise any
right, remedy, power or privilege (collectively, "remedy") shall not operate as
a waiver thereof or of any other remedy, nor shall any exercise or failure or
delay in exercising any such remedy by CCSI with respect to a default hereunder
be deemed or construed as a waiver of future defaults of the same or similar
nature.
14. Severability. If any provision of this Agreement or the
application thereof to any person or circumstance shall, at any time or to any
extent, be invalid or unenforceable, the remainder of this Agreement shall not
be affected thereby.
15. Governing Law. THE LAWS OF THE STATE OF TEXAS SHALL GOVERN THE
VALIDITY, INTERPRETATION AND PERFORMANCE OF THIS AGREEMENT AND ANY CLAIM OR
CAUSE OF ACTION ARISING THEREFROM OR RELATED THERETO, SAVE AND EXCEPT ANY SUCH
LAW OR THE STATE OF TEXAS THAT WOULD APPLY THE LAWS OF ANY OTHER STATE OR
JURISDICTION.
16. Expenses of Enforcement. If Client is in default, Client shall
pay to CCSI all costs and expenses, including court costs and reasonable
attorneys' fees, incurred by CCSI in exercising any of its rights or remedies
hereunder or enforcing any of the provisions hereof.
17. Headings. The headings used herein are solely for the purpose
of reference.
18. Notice. Any notice or demand required or permitted to be given
or made hereunder shall be given or made by certified or registered mail or
Western Union mailgram to the addresses given on the reverse side. CCSI or
Client may from time to time designate any other address for this purpose by
written notice to the other party.
41
Schedule 6-B
42
-------------------------
SHARED REPEATER
USER AGREEMENT
-------------------------
COMPANY NAME: * M09465 START DATE: 12-1-95
BILLING ADDRESS: * TERM: 1 Year - auto renewal
CITY/STATE: * ZIP CODE: *
PHONE NUMBER: * FAX #: *
CONTRACT NAME: *
Shared Repeater UTILIZED: *
Location: *
NEW CONTRACT XX ADDITION TO EXISTING CONTRACT # SUPERSEDES
--
MONTHLY USER TOTAL UNITS FEATURE CHANGE SALES TAX TOTAL MONTHLY
CHARGE (3 UNIT MINIMUM) CHARGE ______% USER CHARGE
16.00 X 4 + + = $ 64.00
------
PAYABLE IN ADVANCE:
ANNUALLY (monthly user charge X 12) $
SEMI-ANNUALLY (monthly user charge X 6) $
QUARTERLY (monthly user charge X 3) $192.00
CONNECTION FEE: $ 0.00
AMOUNT DUE WITH CONTRACT: $
------------------------------------------------------------------
CONT. STATION MOBILE PORTABLE PAGER TOTAL UNITS
------------- ------ -------- ----- -----------
1 3 4
------------------------------------------------------------------
CLIENT CHAMPION COMMUNICATION SERVICES, INC.
Company Name: By: Xxxxx Xxxxxx
--------------- ------------
By: Title: Customer Service Manager
--------------- ------------------------
Title: --------------- Address: 0000 Xxxxxxxxx Xxxxx x Xxxxx 000
Xxx Xxxxxxxxx, XX 00000
Date Signed: Telephone: 000-000-0000 / 000-000-0000
--------------- Telefax: 000-000-0000
THE TERMS AND CONDITIONS OF THIS AGREEMENT ARE PRINTED ON BOTH SIDES
OF THIS SHEET.
IT IS IMPORTANT THAT YOU THOROUGHLY READ BOTH SIDES BEFORE YOU SIGN. PLEASE
BE SURE THAT NONE OF THE ABOVE ARE LEFT BLANK AND OBTAIN A COPY OF THIS
CONTRACT BEARING YOUR SIGNATURE.
NON-RECEIPT OF INVOICE DOES NOT RELIEVE CLIENT FROM THE OBLIGATION TO PAY USER
CHARGES DUE UNDER THIS AGREEMENT.
-------------------------------------------------------------------------------
Repeater #: 170 FOR OFFICE USE ONLY: Date Code Sent: M.S. had it
taken care of
-------------------------------------------------------------------------------
Frequency: * Service Shop: Contact:
-------------------------------------------------------------------------------
Frequency: RX * Address:
-------------------------------------------------------------------------------
PL/DPL Code: 464 City/State: Phone #:
-------------------------------------------------------------------------------
DEALER NAME: PHONE #:
----------------------- ----------------------------
ADDRESS: FAX #:
----------------------- ----------------------------
CONTACT:
----------------------- ----------------------------
Confidential Treatment Requested
The Redacted Material Has Been
Filed With the Commission
43
CHAMPION COMMUNICATION SERVICES, INC. (CCSI)
-------------------------------------------------------------------------------------------------------
Subscription Agreement
-------------------------------------------------------------------------------------------------------
Salesperson Herkert Dealer * Client Acct. #
----------------------------- ------------------ --------------------
Client hereby agrees to subscribe, from CCSI ("Company"), to the Trunking communication services
("Service") listed below under the terms and conditions set forth herein and on the reverse side
of this Agreement.
M09951
Client Name * Mail Invoice to: (If different from Business Address)
-----------------------------
Business Contact * Billing Contact
----------------------------- -------------------------------------
Business Address * Business Address
----------------------------- ------------------------------------
City * State * Zip * City State Zip
------------ ------ ------------- ------------- ---------- ------------
Phone * Fax Phone Fax
-------------- --------------------- ------------------- ---------------------
Estimated Effective Date 7-1-96 Billing Cycle Q X S A
--------------------- -------- -------- ---------
System Type: UHF/TBAND 800 MHz X Other S.I.C. Code
--- --- --- ----------------------------------------
-------------------------------------------------------------------------------------------------------
Billing Information
-------------------------------------------------------------------------------------------------------
*
-------------------------------------------
Site Fleet/Subfleet Quantity Unit Rate Per Month User Charge
-------------------------------------------
* A 3 x $ 20.00 = $ 60.00
------------------------------------------- ----------- -------------------- ------------
x $ = $
------------------------------------------- ----------- -------------------- ------------
x $ = $
------------------------------------------- ----------- -------------------- ------------
x $ = $
------------------------------------------- ----------- -------------------- ------------
x $ = $
------------------------------------------- ----------- -------------------- ------------
x $ = $
------------------------------------------- ----------- -------------------- ------------
x $ = $
------------------------------------------- ----------- -------------------- ------------
x $ = $
------------------------------------------- ----------- -------------------- ------------
x $ = $
------------------------------------------- ----------- -------------------- ------------
x $ = $
------------------------------------------- ----------- -------------------- ------------
Subtotal $ 60.00
------------
Payable In Advance: Annually (subtotal x 12) $
--------------------------
Semi-Annually (subtotal x 6) $
--------------------------
Quarterly (subtotal x 3) $ 180.00
--------------------------
Activation Fee: $ 75.00
--------------------------
Tax: $ 12.75
--------------------------
Amount Due with Contract: $ 267.75
--------------------------
-------------------------------------------------------------------------------------------------------
Client Approval
-------------------------------------------------------------------------------------------------------
The undersigned hereby acknowledges and represents that (i) he/she has read both sides of this
Agreement, (ii) he/she understands and agrees to all of the terms, conditions and provisions contained
herein; and (iii) he/she has the authority to execute this Agreement on behalf of the Client.
NON-RECEIPT OF INVOICE DOES NOT RELIEVE CLIENT FROM THE OBLIGATION TO PAY USER CHARGES DUE UNDER
THIS AGREEMENT.
Approved By (Please Print) Xxx Xxxxx (Title) EPN OPS Date 6/20/96
----------------------------- --------------- ----------------
Signature /s/ XXX XXXXX
---------------------------------------------
-------------------------------------------------------------------------------------------------------
Dealer Information
-------------------------------------------------------------------------------------------------------
Dealer Name: * Phone #: *
------------------------------ --------------------------------------------
Address: * Fax #: *
------------------------------ --------------------------------------------
City/State/Zip: * Contact: Xxxxx Xxxxxxx
------------------------------ --------------------------------------------
Confidential Treatment Requested
The Redacted Material Has Been
Filed With the Commission
44
COMPANY NAME: * START DATE: 8-15-96
----------------- ------------------
BILLING ADDRESS: * TERM: 1 Year - auto renewal
----------------- ------------------------
CITY/STATE: * ZIP CODE: *
----------------- ------------------
PHONE NUMBER: * FAX #: (000) 000-0000
----------------- ------------------
CONTRACT NAME: *
-----------------
SHARED REPEATER UTILIZED: * Location: *
----------------- ------------------
NEW CONTRACT X ADDITION TO EXISTING CONTRACT # SUPERSEDES
--- ------- ------
MONTHLY USER TOTAL UNITS FUTURE CHANGE SALES TAX TOTAL MONTHLY
CHARGE (3 UNIT MINIMUM) CHARGE 5 % USER CHARGE
------
17.00 X 8 N/A + 6.80 = $142.80
------
PAYABLE IN ADVANCE:
ANNUALLY (monthly user charge X 12) $
------
SEMI-ANNUALLY (monthly user charge X 6) $
------
QUARTERLY (monthly user charge X 3) $428.40
------
CONNECTION FEE: (Taxable) $105.00
------
AMOUNT DUE WITH CONTRACT: $533.49
------
*Model #s must be provided
------------------------------------------------------------------
CONT. STATION MOBILE PORTABLE PAGER TOTAL UNITS
------------- ------ -------- ----- -----------
$ *
------------------------------------------------------------------
CLIENT CHAMPION COMMUNICATION SERVICES, INC.
Company Name: * By: Xxxxxx German
--------------- -------------
By: * Title: Customer Service Representative
--------------- -------------------------------
Title: President Address: 0000 Xxxxxxxxx Xxxxx o Suite 330
-------------- The Xxxxxxxxx, XX 00000
Date Signed: 7/24/96 Telephone: 000-000-0000 / 000-000-0000
-------------- Telefax: 000-000-0000
The above-signed hereby acknowledges and represents that (i) he/she has
read both sides of this Agreement, (ii) he/she understands and agrees to all of
the terms, conditions and provisions contained herein; and (iii) he/she has the
authority to execute this Agreement on behalf of the Client.
NON-RECEIPT OF INVOICE DOES NOT RELIEVE CLIENT FROM THE OBLIGATION TO
PAY USER CHARGES DUE UNDER THIS AGREEMENT.
-------------------------------------------------------------------------------
Repeater: FOR OFFICE USE ONLY: Date Code Sent:
------------------------------------------------------------------------------
Frequency: Service Shop: Contact:
-------------------------------------------------------------------------------
Frequency: Address:
-------------------------------------------------------------------------------
PL/DPL Code: City/State: Phone #:
-------------------------------------------------------------------------------
DEALER NAME: PHONE:
----------------------- ----------------------------
ADDRESS: FAX #:
----------------------- ----------------------------
CITY/STATE/ZIP: CONTACT:
----------------------- ----------------------------
Confidential Treatment Requested
The Redacted Material Has Been
Filed With the Commission
45
-------------------------
COMMUNITY REPEATER
SUBSCRIPTION AGREEMENT
-------------------------
COMPANY NAME: * START DATE: 5/10/96
BILLING ADDRESS: * TERM: 1 Year - Auto Renewal
CITY/STATE: * ZIP CODE: *
PHONE NUMBER: * FAX #:
CONTRACT NAME: *
SHARED REPEATER UTILIZED: * Location: *
NEW CONTRACT XX ADDITION TO EXISTING CONTRACT # SUPERSEDES
-- ------- ------
MONTHLY USER TOTAL UNITS FUTURE CHANGE SALES TAX TOTAL MONTHLY
CHARGE (3 UNIT MINIMUM) CHARGE 5.0 % USER CHARGE
------
17.00 X 5 + N/A + 4.25 = $ 89.25
------
PAYABLE IN ADVANCE:
ANNUALLY (monthly user charge X 12) $
------
SEMI-ANNUALLY (monthly user charge X 6) $
------
QUARTERLY XX (monthly user charge X 3) $167.75
------
CONNECTION FEE: (Taxable) $105.00
------
AMOUNT DUE WITH CONTRACT: $372.75
------
*Model #s must be provided
------------------------------------------------------------------
CONT. STATION MOBILE PORTABLE PAGER TOTAL UNITS
------------- ------ -------- ----- -----------
1 3 1 5 *
------------------------------------------------------------------
CLIENT CHAMPION COMMUNICATION SERVICES, INC.
Company Name: * By: Xxxxx Xxxxxx
--------------- ------------
By: /s/ [ILLEGIBLE] Title: Customer Service Manager
--------------- ------------------------
Title: Vice President Address: 0000 Xxxxxxxxx Xxxxx o Suite 330
-------------- The Xxxxxxxxx, XX 00000
Date Signed: May 9, 1996 Telephone: 000-000-0000 / 000-000-0000
-------------- Telefax: 000-000-0000
The above-signed hereby acknowledges and represents that (i) he/she has
read both sides of this Agreement, (ii) he/she understands and agrees to all of
the terms, conditions and provisions contained herein; and (iii) he/she has the
authority to execute this Agreement on behalf of the Client.
NON-RECEIPT OF INVOICE DOES NOT RELIEVE CLIENT FROM THE OBLIGATION TO
PAY USER CHARGES DUE UNDER THIS AGREEMENT.
-------------------------------------------------------------------------------
Repeater: 302 FOR OFFICE USE ONLY: Date Code Sent:
------------------------------------------------------------------------------
Frequency: * Service Shop: Contact:
-------------------------------------------------------------------------------
Frequency: * Address:
-------------------------------------------------------------------------------
PL/DPL Code: 445 City/State: Phone #:
-------------------------------------------------------------------------------
DEALER NAME: * PHONE: *
----------------------- ----------------------------
ADDRESS: * FAX #: *
----------------------- ----------------------------
CITY/STATE/ZIP: * CONTACT: Xxx Calabress
----------------------- ----------------------------
--------------------------------
Confidential Treatment Requested
The Redacted Material Has Been
Filed With the Commission
46
Schedule 7
Purchase Price Allocation
The purchase price shall be allocated as follows:
1. Repeater and Ancillary Equipment: *
2. Customer List: *
3. Non-Competition Agreement: *
4. Licenses: an amount equal to the remaining Purchase Price
Confidential Treatment Requested
The Redacted Material Has Been
Filed With the Commission
