EXHIBIT 10.9
220-222 MHz SYSTEM AND SATELLITE
MANAGEMENT AND MAINTENANCE AGREEMENT
THIS SYSTEM AND SATELLITE MANAGEMENT AND MAINTENANCE AGREEMENT (the
"Agreement") is made and entered into to be effective as of the ____ day of
January, 2001, between Communications Consulting, Inc., a Florida corporation
("CCI"), Digi Link Technologies, Inc., a Delaware corporation ("Digi Link"),
Advanced Business Concepts, LLC, a Delaware limited liability company ("ABC"),
Xxxxxxx Xxxx ("Xxxx"), a resident of Florida, and Xxxxxx Xxxxxx ("Xxxxxx"), a
resident of Florida. CCI, Digi Link, and ABC are also referred to hereinafter
each as a "Party" and collectively as the "Parties." Xxxx and Blanck are
collectively at times referred to as the "Guarantors."
WHEREAS, Digi Link has acquired, and/or entered into agreements to acquire
by purchase, authorizations (the "Licenses") issued by the Federal
Communications Commission (the "FCC") for:
(1) those Specialized Mobile Radio ("SMR") Systems listed on Schedule A
("SMR Systems");
(2) those 26 licenses listed on Schedule B hereto ("B Licenses");
(3) those SMR Licenses and Systems and that Satellite License listed on
Schedule C; and
(4) those Spectra acquired at Auction 18 and Auction 24, as more fully
specified in Schedule D hereto.
WHEREAS, Digi Link and CCI's affiliate, Communications Concepts, Inc.
("CCI2"), have contemporaneously entered into an Asset Purchase Agreement, dated
as of the date hereof (the "Purchase Agreement"), pursuant to which Digi Link
has acquired all of CCI's rights, title and interest in and to the tangible and
intangible assets used in or held for use in connection with the Systems listed
on Schedule A, including, without limitation, assignment of the Licenses,
License files and records, customer lists and records, contracts, leases and
other agreements, and other assets owned by Digi Link and used in connection
with the operation of the Systems existing on the date hereof;
WHEREAS, Digi Link has entered into an Asset Purchase Agreement dated as of
January ___, 2001, to acquire Licenses from Advanced Business Communications,
LLC ("ABC") (see Schedule B);
WHEREAS, Digi Link (f/k/a Future Com), also owns (and/or is in the process
of acquiring) those SMR Licenses and Satellite Link Systems reflected on
Schedule C;
23
WHEREAS, Digi Link has entered into an Agreement to acquire from ABC those
Spectra acquired at Auction 18 and Auction 24, as more fully described in
Schedule D.
WHEREAS, CCI has knowledge and experience in the operation of SMR Systems,
Satellites and Spectra.
NOW, THEREFORE, in consideration of the promises and covenants herein set
forth and for other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the Parties, intending to be legally bound,
hereby agree as follows:
1. Effective Date and Term. This Agreement shall take effect on and as of
the ___ day of January, 2001 (the "Effective Date"), and shall continue in
effect for one (1) year.
2. Maintenance Costs. CCI agrees that it shall bear all costs associated
with the maintenance and operation of the Licenses, Systems and Spectra listed
on Schedules A, B, C, and D for a period of one (1) year. CCI also agrees that
it shall pay all current and past due monetary debts and/or obligations of ABC
as of the date of the closing of this transaction, including but not limited to,
past due tower leases, license fees, equipment costs, ABC's attorneys' fees
(current through closing and past due attorneys' and Digi Link fees and expenses
related to this and the Purchase Agreement), accountants' fees for the
preparation of the K-1's and related tax returns for the 26 limited liability
companies who are the shareholders of ABC, such accountant being selected at the
sole discretion of ABC, and all related fees and expenses in connection with
this transaction. Such obligations are set forth on Schedule E hereto. Digi Link
retains the right to utilize a third-party billing agent of its choice in
connection with the operation of the Systems.
3. Compensation. The combined consideration for the Maintenance Agreement
and the CCI2 Purchase Agreement, shall be $2,800,000.00, which purchase
price/compensation shall be paid in the form of: (i) 2,800,000 shares of
restricted common stock of Digi Link with an agreed value of $1.00 per share or
(ii) if there is an established public trading market for Digi Link stock at the
time that any monthly payment is due under this Agreement (as described below),
then the price of $2,800,000.00 shall be paid in Digi Link common stock at a
rate equal to the last closing bid on the OTC Bulletin Board or in the
over-the-counter market on the date before the satisfaction of the last
condition. By way of illustration, if a one-month payment is due and Digi Link
stock is trading at $2.00 bid on the date the conditions are met, then the
number of shares to be issued shall be 1,400,000 shares of Digi Link divided by
12 or 116,667. All shares to be issued shall be authorized and issued into an
escrow account to be supervised by Xxxxx Xxx Xxxx, Esq., Sacher, Zelman, Xxx
Xxxx, Xxxx, Xxxxxx, Xxxxxxx & Xxxxxxx, P.A., 0000 Xxxxxxxx Xxxxxx, Xxxxx 000,
Xxxxx, Xxxxxxx 00000 ("Escrow Agreement") for payment pro rata each month over
the term of this Agreement, commencing with the first 1/12th disbursement of
shares to be issued to the Escrow Agent on the date of the closing of this and
the related License Purchase Agreement with Communications Concepts, Inc. The
Escrow Agent may release such shares pro rata only upon the signed consent of
Digi Link based upon satisfactory performance by CCI of its obligations in this
Agreement.
24
4. Systems Construction/Equipment Changes.
(a) Subject to Digi Link's supervision and ultimate control and to Section
2(b) hereof, CCI will supervise any on-going implementation and operation of the
Systems and the financing thereof. CCI shall recommend and implement equipment
changes for the Systems at any time it deems reasonable and prudent after the
Effective Date of this Agreement with prior consent of Digi Link. Current
authorized equipment is set forth in Schedule F hereto.
(b) CCI, ABC, and Digi Link agree to cooperate in the preparation and
filing with the FCC of a request for an extension of time and/or Special
Temporary Authority ("STA") to implement construction or equipment changes in
the Systems should such a request prove necessary.
5. Systems Management.
(a) Subject to the terms of this Agreement and the general supervisory
authority of Digi Link, CCI shall be responsible for all duties and
responsibilities relating to the successful development of the Systems,
including the following:
(i) consulting with and advising Digi Link in connection with the
negotiation of one or more dealer agreements;
(ii) preparing and presenting to Digi Link an annual budget summarizing
the timing and projected amounts of all expected expenditures for
construction, equipment changes and operation of the Systems;
(iii) training and managing the administrative, technical and sales staff;
(iv) developing and implementing a marketing program;
(v) arranging for the billing and collection of all fees in the name of
Digi Link, charges or other compensation due to Digi Link and to be
collected in an account at Bank of America in the name of Digi Link
and paying for all expenses and fees incurred or payable in
connection with the operation and maintenance of the Systems. Digi
Link may choose to use a third-party billing agent of its choosing
for xxxxxxxx and collections.
(vi) arranging for and covering the cost of the maintenance of the Systems
and for the provision of all necessary or appropriate repairs and
replacements; and
(vii) carrying fire and theft insurance sufficient to cover the cost of
the equipment and installation, and general liability insurance equal
to One Million Dollars ($1,000,000.00); and
viii) generally, doing any and all other acts or executing such other
agreements, documents or affidavits, as may reasonably be necessary
to carry out the duties and responsibilities of CCI contemplated
hereunder, whether or not specifically enumerated herein.
25
(b) CCI shall provide Digi Link with a written bi-monthly status report, on
or before the fifteenth day of January, March, May, July, September, and
November, 2001, detailing all material actions taken by CCI with respect to the
Systems during the past month and a list of all receipts of income and
expenditures.
6. Account Management. Subject to Digi Link's supervision and control or
until Digi Link assumes actual control or until Digi Link is prepared to take
control over operations and maintenance, CCI shall be responsible for
administering the invoicing and collection of all accounts of customers and
shall maintain all customer lists and files and a right of inspection concerning
customer contracts. Digi Link shall have ready access to ail such lists and
files, and CCI shall make such materials available to Digi Link upon reasonable
advance notice. CCI shall provide Digi Link a monthly list of payables as of the
end of each month, together with a list of all expenses paid.
7. Digi Link Retention of Control; FCC Compliance. The Parties agree to
comply with all applicable FCC rules and policies governing the License or the
Systems and specifically agree as follows:
(a) Digi Link shall, at all times, retain ultimate supervisory control over
the operation of the Systems, including, without limitation, (i) the authority
to direct CCI to take or not take any actions with respect to the Systems, (ii)
ready access to the facilities at all times, and (iii) the authority to act
independently of CCI with respect to the Systems should Digi Link deem it
necessary;
(b) CCI shall not represent itself as the federal licensee of 220-222 MHz
SMR service offered on the Systems;
(c) Neither CCI nor Digi Link shall represent itself as the legal
representative of the other before the FCC, but each shall cooperate with the
other with respect to FCC matters concerning the License and the Systems;
(d) Digi Link shall, in cooperation with CCI, take all actions necessary to
keep the License in force and effect and shall prepare and submit to Digi Link
for submission to the FCC or any other governmental authority all reports,
applications, renewals, waivers, extension requests, filings or other documents
necessary to keep the License in force and effect and in good standing. Digi
Link shall promptly report any change of its address to the FCC and to CCI and
vice-versa. Digi Link shall be entitled to retain, at its own expense,
independent counsel to review any and all items to be submitted to the FCC, or
to consult on any matter involving any rules and regulations of the FCC.
(f) Digi Link and CCI are familiar with an SMR licensee's responsibilities
under the Communications Act of 1934, as amended, and applicable FCC rules and
policies. Nothing in this Agreement is intended to diminish or restrict Digi
Link's obligations as an FCC licensee and both Parties desire that this
Agreement be carried out in compliance with the rules and policies of the FCC.
In the event that the FCC determines that any provision of this Agreement
violates any FCC Rule or policy, both Parties will make good-faith efforts to
immediately correct the situation to bring this Agreement into compliance with
FCC rules and policies consistent with the intent of the Parties.
26
8. Joint Operation and Management.
(a) Digi Link acknowledges and agrees that the Systems may be managed and
operated by CCI as part of a regional 220 MHz system consisting of two or more
220 MHz Systems operated or managed by CCI and/or other entities in this or
other markets. To the extent necessary or appropriate to facilitate or implement
such joint management and operation, Digi Link shall execute such joint
operating or other agreements as CCI may from time to time reasonably request.
(b) CCI may contract, subcontract and/or delegate its responsibilities and
duties hereunder to another party/entity, but CCI shall remain responsible to
Digi Link for performance under this Agreement. For so long as CCI operates and
maintains the licenses and Systems during the terms of this Agreement, CCI may
continue the employment of Xxxxxx Xxx and Xxxxxxx Xxxxxxxx as follows: on a
month-to-month basis each at $5,000 per month.
9. Compensation.
(a) During the Management Term, all funds collected in connection with the
operation of the Systems shall be deposited into an account in the name of Digi
Link established at Bank of America, which shall have the following authorized
signatories: Xxxxxx Xxxxxxxxxx or Xxxxx Xxxxx.
(b) In the event that one or more of the Systems are operating during the
Management Term under a network or combined systems agreement, CCI shall remit
to Digi Link One Hundred Percent (100%) of the portion of Gross Revenues to
which Digi Link's Systems are entitled pursuant to such agreement(s).
(c) Any monthly payments made pursuant to this section shall begin on the
first day of the month immediately following the month in which Digi Link's
Systems begin operations, either as a stand-alone or as part of a network or
combined systems.
10. As security for the performance of its obligations under this
Agreement, CCI agrees that it will provide: (I) personal guarantees of CCI's
principals Xxxxxxx Xxxx and Xxxxxx Xxxxxx in the form below.
11. Covenants.
(a) During the Management Term, Digi Link (i) shall not take any action
which would jeopardize the License, the Systems or the rights of CCI under this
Agreement or any other agreement between CCI and Digi Link; and (ii) shall
immediately notify CCI of any pending or threatened action by the FCC or any
other governmental agency, court or third party to suspend, revoke, terminate or
challenge the License or to investigate the operation of the Systems.
27
(b) CCI hereby covenants that it (i) will take all actions that are within
its control which are reasonably necessary to maintain the validity of the
License; (ii) will use its best efforts to maintain the integrity of the
existing systems; (iii) will not take any action which would result in the
imposition of an express or constructive lien or other encumbrance on the
licenses owned or to be owned by Digi Link; and, (iv) shall permit the
inspection and audit of all books, records, and property upon two (2) days
written notice to CCI.
(c) CCI hereby covenants that during the term of this Management Agreement
it shall not, without the consent of Digi Link:
(i) borrow money or otherwise obligate Digi Link for any purpose; or
(ii) sell, lease, trade, exchange or otherwise dispose of any property of
Digi Link or of any collateral which is securing its performance
under this Agreement.
12. Representations and Warranties of Digi Link. Digi Link hereby
represents and warrants to CCI as follows:
(a) If Digi Link is a corporation or partnership, Digi Link is duly
organized, validly existing and in good standing under the jurisdiction of its
organization and in each jurisdiction in which it owns assets or conducts
business, with all requisite power and authority to conduct its business as now
conducted and to enter into and perform its obligations under this Agreement. If
Digi Link is an individual, Digi Link has the power and legal capability to
enter into this Agreement;
(b) This Agreement has been duly authorized, executed and delivered by Digi
Link and constitutes the valid and binding obligation of Digi Link enforceable
in accordance with its terms;
(c) the execution and delivery of this Agreement by Digi Link and the
performance by Digi Link of the transactions contemplated hereby will not
violate or conflict with, or constitute a breach or default under, or result in
the creation or imposition of any lien under (i) any applicable statute, law,
regulation, rule, order or decree of any governmental authority or court; (ii)
any contract, instrument, agreement, lease, mortgage, judgment, order, decree or
other restriction to which Digi Link is a Party or by which Digi Link is bound;
or (iii) as applicable, the Articles of Incorporation, Partnership Agreement, or
By-laws of Digi Link;
(d) Digi Link is in compliance with all statutes, rules, and policies of
the FCC applicable to Digi Link, the License or the Systems.
28
13. Termination. This Agreement shall terminate upon:
(a) the expiration of one (1) year from the effective date of this
Agreement;
(b) notice of breach of this Agreement by either Party and failure, within
thirty (30) days, of the breaching Party to cure such breach;
(c) loss, revocation or expiration without renewal of the License,
including such loss due to the automatic cancellation of the License due to any
failure to construct the Systems in a timely fashion;
(d) submission by CCI to the FCC of written confirmation of consummation of
the license assignment upon prior FCC approval; or
(e) otherwise, as mutually agreed by the Parties in writing.
14. Notice. All notices and other communications to any Party hereunder
shall be in writing and shall be deemed given upon actual receipt if delivered
personally or if sent by prepaid overnight express courier service, or by
registered or certified mail, return receipt requested, postage prepaid, to such
Party at its address listed below (or at such other address as such Party may
specify by like notice provided that such notice shall be effective only upon
receipt thereof):
(a) If to Digi Link:
Digi Link Technologies, Inc.
00 Xxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxx, Xxx Xxxxxx 00000
Attn: Xxxxx X. Xxxxx, Chairman & CEO
Facsimile No.: 000-000-0000
With a copy to:
Xxxxx Xxx Xxxx, Esq.
Sacher, Zelman, Xxx Xxxx, Xxxx,
Beiley, Xxxxxxx & Xxxxxxx, P.A.
0000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxx, Xxxxxxx 00000
Facsimile No.: 305-374-2605
(b) If to CCI or CCI2:
Communications Concepts, Inc.
0000 X.X. 00xx Xxxxxx, Xxxxx 000
Xx. Xxxxxxxxxx, Xxxxxxx 00000
Attn: Xxxxxxx Xxxx
Facsimile No.: 000-000-0000
With a copy to:
___________________
___________________
___________________
___________________
29
15. Relationship. All actions taken by CCI under the provisions of this
Agreement shall be on behalf of and in the best interest of Digi Link, and CCI
shall have fiduciary obligations to Digi Link. CCI shall cover all costs
associated with the maintenance and management of the Systems subject to this
Agreement.
16. Entire Agreement, Waivers; Amendment. This Agreement merges all
previous negotiations and agreements between the Parties regarding the subject
matter of this Agreement and, with the Exhibits hereto, constitutes the entire
agreement and understanding between the Parties with respect to the subject
matter of this Agreement. Except as otherwise expressly provided herein, no
action taken pursuant to this Agreement, including any investigation by or on
behalf of any Party hereto, shall be deemed to constitute a waiver by the Party
taking such action of compliance with any representation, warranty, covenant or
agreement made by the Parties hereto. No delay or failure to exercise any right,
power or remedy accruing to any Party hereunder shall be construed to be a
waiver of any such breach or default, or any acquiescence therein, or a waiver
of any similar breach or default theretofore or thereafter occurring. This
Agreement may not be amended, modified or changed except in writing signed by
all Parties hereto.
17. Successors and Assignors. This Agreement shall be binding upon and
inure to the benefit of the Parties and their respective heirs, representatives,
successors and permissible assigns. Digi Link may not (i) assign any of its
rights or delegate any of its duties under this Agreement, or (ii) transfer or
assign the License to any other Party, unless the transferee or assignee under
(i) or (ii) above agrees with CCI, in writing, to be bound by the terms of this
Agreement. CCI may (i) assign its rights and delegate its obligations under this
Agreement with the written consent of Digi Link, such consent not to be
unreasonably withheld or delayed, and (ii) assign its rights and delegate its
obligations under this Agreement to an affiliate of CCI without the consent of
Digi Link. Upon the execution of any permissible assignment and assumption of
the obligations of CCI hereunder, Digi Link agrees that CCI shall have no
further obligations hereunder. For purposes of this Agreement, "affiliate" shall
mean any entity which has 5% or more common ownership with CCI.
18. Specific Performance. Digi Link and CCI agree that, due to the unique
nature of the subject matter of this Agreement, in the event that Digi Link
fails to execute its obligations under this Agreement in good faith CCI would be
irreparably damaged, which damage could not be adequately compensated except by
specific performance of this Agreement. CCI shall therefore have the right and
remedy to have the provisions of this agreement specifically enforced by a court
having competent jurisdiction. CCI's right to specific performance does not
preclude the exercise of any other rights and remedies available to CCI.
19. Third Parties. Nothing herein, expressed or implied, is intended to or
shall confer on any person other than the Parties hereto any rights, remedies,
obligations or liabilities under or by reason of this Agreement.
30
20. Governing Law; Severability. This Agreement shall be governed by and
construed in accordance with the laws of the Delaware, without giving effect to
its principles of conflict of laws. Venue for any cause of action brought by or
between Digi Link, CCI, Xxxx, and/or Xxxxxx relating to this Agreement shall be
in the State of New Jersey. In the event that any provision herein is held to be
invalid, void, or illegal by any court of competent jurisdiction, the remaining
provisions of this Agreement shall remain in full force and effect and this
Agreement shall be construed reasonably to preserve the original intent of the
Parties hereto insofar as practical.
21. Interpretation. The section headings contained herein are for
convenience of reference only, are not part of this Agreement, and shall not
affect the meaning or interpretation of any provision hereof.
22. Execution in Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same Agreement.
23. (a) Guaranty Agreement. By signing this Agreement, the Guarantors
(Xxxxxxx Xxxx and Xxxxxx Xxxxxx) absolutely and unconditionally guarantee to
Digi Link, its successors and assigns (whether collateral assigns or otherwise),
the prompt and full performance to Digi Link at the place of business of Digi
Link set forth above or at such other place and to such other person as Digi
Link may designate of any and every obligation, in connection with which either
as maker, drawer, guarantor, endorser or otherwise, whether directly, indirectly
or contingently, CCI is, either individually or jointly or severally with any
other person or persons, now or shall become at any time in the future liable to
Digi Link, until full and complete performance has been received by Digi Link,
together with all attorneys' fees, costs and expenses of collection whether suit
be brought or not, including costs, expenses and attorneys' fees on appeal if an
appeal is taken from any suit, incurred by Digi Link, in connection with any
matter covered by this Guaranty. The Guarantors also absolutely and
unconditionally guarantee the full and timely performance of all duties and
obligations whatsoever of CCI to Digi Link, whether now existing or hereafter
arising, and agrees in the event CCI fails to fully and timely perform any of
said duties and obligations to fully and timely perform same.
(b) Term of Guaranty. The liability of the Guarantors hereunder shall
continue until the earlier of (i) the 120th day after this Guaranty is marked
"Cancelled" by Digi Link and returned to the Guarantors or, (ii) until Digi Link
shall receive written notice, by registered mail signed by the Guarantors,
canceling this Guaranty, but such cancellation shall not affect in any way the
continuing liability of the Guarantors on any transactions and performance
covered by this Guaranty up to the time of the actual receipt by Digi Link of
such notice of cancellation, including any advance or other monies which may at
any time thereafter be made by Digi Link to CCI pursuant to any agreement or
other instrument or document evidencing any indebtedness of CCI to Digi Link and
in existence at the time said notice of cancellation is received by Digi Link,
all without affecting in any way whatsoever the continuing liability of the
Guarantors hereunder. In the event said notice of cancellation is given, the
liability of the Guarantors shall continue without limitation whatsoever for all
amounts and duties of performance due Digi Link such as interest, attorney's
fees, costs, and other such amounts.
31
(c) Waivers by Guarantors. Guarantors (Xxxx and Xxxxxx) waive: (a) notice
of acceptance of this Guaranty by Digi Link; (b) notice of presentment, demand
for payment, notice of dishonor or protest of any of CCI's obligation; (c)
notice of the failure of any person, firm, or corporation to pay to Digi Link
any indebtedness held by Digi Link as collateral security for any obligation of
CCI; (d) all defenses, offsets and counterclaims which the Guarantors may at any
time have to any claim of Digi Link against CCI; and (e) the right to interpose
any set off or counterclaim of any nature or description in any litigation in
which Digi Link is an adverse party.
(d) Representations by Guarantors. The Guarantors represent that, at the
time of the execution and delivery of this Guaranty, nothing exists to impair
the effectiveness of the liability of the Guarantors to Digi Link hereunder, or
the immediate taking effect of this Guaranty as the sole agreement between the
Guarantors and Digi Link with respect to guaranteeing CCI's obligation to Digi
Link.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of
this date first above written.
Date: DIGI LINK TECHNOLOGIES, INC.,
a Delaware corporation
By:
Name: Xxxxx X. Xxxxx
Title: Chairman/CEO
(SIGNATURES CONTINUED ON THE FOLLOWING PAGE)
Date: COMMUNICATIONS CONSULTING, INC.,
a Florida corporation
By:
Name: Xxxxxxx Xxxx
Title: President
Date: ADVANCED BUSINESS CONCEPTS, LLC,
a Delaware limited liability
company
By:
Name: Xxxx Bostom
Title: President
Date:
XXXXXXX XXXX
Date:
XXXXXX XXXXXX
32
Digi Link 10-K Exhibits: Exhibit "A"
Tyson Dispatch, L.C.
Dallas, TX. WPFP96B
Equipment:
Xxxxxxxx Combiner rack
Receiver multi-coupler
1 Cellwave PD 220-AB Antenna 400 ft. receiving
1 Decibel Products 264JD 365 ft.
Jacksonville, FL WPCR782
Equipment:
5 XX Xxxxxxx LX Viking Repeaters
1 Xxxxxxxx Combiner Rack
Receiver multi-coupler
SMR Acquisition, L.C.
Los Angeles, CA WPCY 293
Equipment:
5 XX Xxxxxxx LX Viking 100w Repeaters
Cellwave Combiner Rack
Cellwave 3 foot dipole antenna DB 232
Receiver multi-coupler
XX Xxxxxxxxxx/xxxxxxxxxxx Xxxxxxx
Xxxxxx, X.X.
Xxx Xxxxxxx, XX WPCX307
Equipment
5 EF Xxxxxxx XX Repeaters
Xxxxxxxx Combiner Rack
Receiver multi-coupler
1 Cellwave antenna
00
Xxxxxx Xxxx Xxxxxxxx, X.X.
Xxxxxxx, XX WPBZ907
Equipment:
5 EF Xxxxxxx XX Repeaters 4 1/2 modules
Xxxxxxxx Combiner Rack
Receiver multi-coupler
1 Cellwave antenna
Milwaukee, WI WPCA717
Equipment:
3 Securcor Repeaters, 4 modules
Xxxxxxxx Combiner Rack
Cellwave PD-220-3 antenna
34
220 LLC's Tower Lease Insurance Linking fees Monthly Cost
----------------------------------------------------------------------------------------------------------------------------
Albany I, NY 725.00 43.75 271.82 1,040.57
----------------------------------------------------------------------------------------------------------------------------
Albany ,NY 725.00 43.75 314.031 1,082.78
----------------------------------------------------------------------------------------------------------------------------
Albany III, NY 725.00 43.75 768.75
----------------------------------------------------------------------------------------------------------------------------
Binghamton, NY 850.86 43.75 233.54 1,128.15
----------------------------------------------------------------------------------------------------------------------------
Buffalo, NY 983.00 43.75 233.54 1,260.29
----------------------------------------------------------------------------------------------------------------------------
Buffalo II, NY 983.00 43.75 1,026.75
----------------------------------------------------------------------------------------------------------------------------
Cincinnati, OH 1,300.00 43.75 295.68 1,639.43
----------------------------------------------------------------------------------------------------------------------------
Dayton, OH 325.00 43_.75 282.31 651.06
----------------------------------------------------------------------------------------------------------------------------
Greenville I, SC 550.00 43.75 593.75
----------------------------------------------------------------------------------------------------------------------------
Greenville II, SC 550.00 43.75 593.75
----------------------------------------------------------------------------------------------------------------------------
Xxxxxxxx, XX 000.00 43.75 290.78 784.53
----------------------------------------------------------------------------------------------------------------------------
KY/NE/Bozra, CT 625.00 43.75 280.00 948.75
----------------------------------------------------------------------------------------------------------------------------
Lancaster, PA 810.34 43.75 854.09
----------------------------------------------------------------------------------------------------------------------------
Louisville I, KY 760.44 43.75 804.19
----------------------------------------------------------------------------------------------------------------------------
Xxxxxxxxxx 00, XX 760.44 43.75 804.19
----------------------------------------------------------------------------------------------------------------------------
N E/KY 275.00 43.75 185.00 503.75
----------------------------------------------------------------------------------------------------------------------------
Scranton I, PA 250.00 43.75 293.75
----------------------------------------------------------------------------------------------------------------------------
Scranton II, PA 250.00 43.75 293.75
----------------------------------------------------------------------------------------------------------------------------
Syracuse, NY 955.86 43.75 293.19 1,292.80
----------------------------------------------------------------------------------------------------------------------------
Otisco/Syracuse III, NY 712.00 43.75 755.75
----------------------------------------------------------------------------------------------------------------------------
Rochester, NY/ (Baton Rouge) 745.00 43.75 335.07 1,123.82
----------------------------------------------------------------------------------------------------------------------------
Utica 756.00 43.75 246.90 1,046.65
----------------------------------------------------------------------------------------------------------------------------
York 550.00 43.75 593.751
----------------------------------------------------------------------------------------------------------------------------
Network Hub
----------------------------------------------------------------------------------------------------------------------------
Prudential Center, Boston 742.31 I 1,306.151 2,048.461
----------------------------------------------------------------------------------------------------------------------------
Phase II - Builds
----------------------------------------------------------------------------------------------------------------------------
Manchester, NH 550.00 43.75 268.00 861.75
----------------------------------------------------------------------------------------------------------------------------
Framingham, MA 450.00 43.75 185.00 678.75
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
Totals: 17,359.251 1,093.75 5,021.01 I 23,474.011
----------------------------------------------------------------------------------------------------------------------------
35
SMR Licenses and Spectrum owned as of 12/19/00
Ohio, Toledo WPCX351
North Carolina, Charlotte WPCY434
South Carolina, Columbia WPCX348
Louisiana, New Orleans WPGQ870
Satellite Earth Xxxxxxx X000000
Xxxxx Xxxxxxxx, Xxxxxxxxx WPD1273
Pennsylvania, Harrisburg XXXX000
Xxxxx, Xx Xxxx XXXX000
North Carolina, Raleigh WPCX454
North Carolina -- Raleigh, Greenville and Fayetteville
SPECTRUM AUCTION AWARDED WPOI631, 632, 633, 634, 635, 636
36
Spectrum Acquired Auction 18
1. EAG001 - Group I (10,15,20) Northeast Region
2. BEA003 - Group D (8,19) Boston-Worcester, MA/NH/RI
3. BEA006 - Group B (3,16) Syracuse, NY/PA
4. BEA007 - Group E (171-180) Rochester, NY/PA
5. BEA010 - Group C (5,18) NYC, NY/Northern NJ
6. BEA012 - Group A (2,13) Philadelphia, PA/Wilmington, DE/Atlantic
City, NJ
7. BEA013 - Group A (2,13) Washington, DC/Baltimore, MD
8. BEA015 - Group B (3,16) Richmond - Petersburg, VA
9. BEA019 - Group C (5,18) Raleigh - Durham, NC
10. BEA020 - Group E (171-180) Norfolk - Xxxxxxxx Xxxxx, VA
11. BEA022 - Group D (8,19) Fayetteville, SC
12. BEA047 - Group D (8,19) Lexington, KY/TN/VA
13. BEA048 - Group C (5,18) Charleston, WV/KY/OH
14. BEA049 - Group A (2,13) Cincinnati - Hamilton, OH
15. BEA050 - Group B (3,16) Dayton - Springfield, OH
16. BEA051 - Group D (8,19) Columbus, OH
17. BEA053 - Group D (8,19) Pittsburgh, PA / WV
18. BEA055 - Group E (171-180) Cleveland - Akron, OH
19. BEA056 - Group D (8,19) Toledo, OH
Spectrum Acquired Auction 24
1. EAG002 - Group F (1,6,11) Mid-Atlantic region
2. EAG004 - Group H (7,12,17) Great Lakes region
3. BEA0055 - Group C (5,19) Albany-Schenectady-Troy, NY
37
