EXHIBIT 10.19
___________________________
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement (the "Agreement") is effective
as of October 17, 1996, by and between NORTHEAST TELECOM, INC.
("Assignor") and MISSOURI CABLE TV CORP. ("Assignee") (Collectively
referred to as "Parties").
WITNESSETH
Whereas, Assignor has received a lease from Xxxxxxx Narod (the "Lease") for
the operation of one (1) Low Power Television station in Lebanon, MO,
having the Call sign K55HD and operating on channel 55 (the "Channel").
Whereas, Assignor desires to assign its rights to the Lease pursuant to
section
27 of the Lease; and
Whereas, Assignee desires to assume Assignor's rights to the Lease and the
Channel, as described above.
Now Therefore, in consideration of the mutual promises and covenants herein
contained and other good and valuable consideration as hereinafter set forth,
the Parties agree as follows:
1. Assignor hereby assigns, sells, conveys and transfers to Assignee his
rights to Lease the Channel.
2. Assignee hereby agrees to assume any fees related to the execution
of this agreement.
3. Assignor herein further represents and warrants that he has full power
and authority to execute and deliver this agreement and to conclude
the transaction contemplated herein. Assignor also represents and
warrants that the has all the rights, title, and interest to the Lease
and
the Channel and that there are no existing or anticipated liabilities or
legal action associated with the Lease or the Channel, to the best of
his knowledge and Assignor has not transferred (or agreed to
transfer), nor will it transfer prior to the completion of the
transaction
contemplated herein, any portion of his interest in the Lease or the
Channel to any other entity.
4. Assignor shall notify Channel holder of assignment per section 27 of
the Lease.
5. Notices: All notices and other communications hereunder shall be in
writing and shall be deemed given if hand delivered by, postage paid,
to the Parties named below:
IF TO ASSIGNEE: MISSOURI CABLE TV CORP.
0000 XXXXXXXX XXXX XXXX
XXXXX XXXXX, XX 00000
c/o XXXXX X. XXXXXX
IF TO ASSIGNOR: NORTHEAST TELECOM INC.
0000 XXXXX 0 XXXXX
XXXXXXXX, XX 00000
c/o XXXXXXX X. XXXXXX
communications hereunder shall be in
writing and shall be deemed given if hand delivered by, postage paid,
to the Parties named below:
IF TO ASSIGNEE: MISSOURI CABLE TV CORP.
0000 XXXXXXXX XXXX XXXX
XXXXX XXXXX, XX 00000
c/o XXXXX X. XXXXXX
IF TO ASSIGNOR: NORTHEAST TELECOM INC.
0000 XXXXX 0 XXXXX
XXXXXXXX, XX 00000
c/o XXXXXXX X. XXXXXX
6. Severability: Any provisions of this Agreement which may be
determined by competent authority to be prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the
extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction. It is expressly understood,
however, that the Parties hereto intend each and every provision of
this Agreement to be valid and enforceable and hereby knowingly
waive all rights to object to any provisions of this agreement.
7. This Agreement shall be binding upon and inure to the benefit of the
Parties hereto and their respective successors and assigns.
8. This Agreement shall be governed by and construed under the laws
of the state of Louisiana, without regard to conflict of law provisions.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of
the date and year first written above.
Assignor: Assignee:
NORTHEAST TELECOM INC. MISSOURI CABLE TV CORP.
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxxx
Its: President Its: CEO
August 7, 1996
Xxxxxxx Narod
0000 Xxxxxxx Xxxxx
Xxxxxxx, Xxx Xxxx 00000
Re: Notice of Lease Assignment: Lebanon, MO
LPTV Ch. K51ES, K55HD, K59FD, K53FK
Dear Xxxxxxx:
This letter will serve to notify you of Northeast Telecom's intentions to
assign your management and lease agreements, to another company. It will
be necessary for you to sign and return to us this letter acknowledging your
approval of this action, as per paragraph 27 in the agreement. Enclosed you
will find a copy for your records and a prepared Fed Ex return package.
Please understand this action is necessary to assure the construction of your
channels and the issuance of your broadcast licenses. The new assignee will
be bound to all the terms and conditions of the agreement.
Copies of the assignment documents will be sent to you just as soon as they
are completed.
Sincerely yours,
NORTHEAST TELECOM, INC. PERMITTEE:
/s/ Xxxxxxx X. Xxxxxx /s/ Xxxxxxx Narod
Xxxxxxx X. Xxxxxx, President
Telecommunications Division
MANAGEMENT AND LEASE AGREEMENT
This Management and Lease Agreement ("Agreement") is made this 24 day
of June, 1995 by and between Northeast Telecom Inc. (NTI), and Xxxxxxx
Narod ("Permittee"), together "the Parties".
WHERAS, the Federal Communications Commission ("FCC") has
authorized licensees of Low Power Television ("LPTV") stations as defined
in Section 74.701(F) of the Commission's Rules, to provide subscription
television ("STV") service on their authorized channels, subject to FCC rules
and policies;
WHERAS, Permittee has been granted a Construction Permit for LPTV
Channel 55 at Lebanon, Mo. (Call Sign K55HD), and has determined that it
desires to provide STV service on such Channel on a twenty-four (24) hour
per day, seven (7) day per week basis;
WHERAS, NTI is in the business of providing STV management and
operational services and seeks to provide such services on Permittee's
Channel; and
WHERAS, Permittee wishes NTI to provide it such services, consistent with
its Construction Permit and all FCC Rules and Regulations.
NOW, THEREFORE, in consideration, of their mutual promises set forth
below; Permittee and NTI, intending to be legally bound, hereby agree as
follows:
8. Definitions. As used in this Agreement, the following terms shall
have the meanings attributed to them in this Section 1:
1.1 Business or LPTV Service means the provision of video and
data programming of any kind to subscribers via the Channel.
1.2 Construction Permit means the authorization (Call Sign
K55HD) which issued by the FCC to Permittee to construct
the Channel and provide service on the Channel on a seven
(7) day per week, twenty (24) hours per day basis, and shall
specifically include any regular, modified or renewal
authorizations to operate the Channel.
1.3 License Date means the date on which a License Application
is filed with the FCC certifying the completion of
construction of the transmission facilities, but not later than
the date specified on the Construction Permit, unless
extended.
1.4 Transmission Facilities means the equipment and facilities to
be owned by NTI and used by NTI in its business.
1.5 Subscriber means a residential unit or other establishement,
including without limitation restaurants, bars, offices and
businesses that receive LPTV Service under contract with
NTI or under rights granted by NTI.
9. Term. The term of this Agreement shall begin on the date hereof and
shall continue for a period of ten (10) years following the License
Date, provided that Permittee's authorization to operate the Channel
has been renewed as necessary by the FCC. Permittee shall use its
reasonable best efforts to obtain such renewals. This Agreement shall
be authormatically renewed for an additional ten (10) years, unless
NTI shall have submitted to Permittee at least six (6) months'
advance written notice of its intent to terminate this Agreement upon
the expiration of the initial term.
10. Transition on Channel. Commencing on the License Date, Permittee
hereby authorizes NTI to transmit a broadcast signal on the Channel
for STV services seven (7) days per week, twenty-four (24) hours per
day, subject to FCC Rules and Regulations and all of the terms and
conditions set forth in this Agreement. For purposes of this
Agreement, such transmission on the Channel shall include all rights
to transmit both video programming and data over the entire
frequency spectrum of Permittee's Channel. Consistent with
applicable FCC rules, NTI will apply charges, terms and conditions
of service to Subscribers uniformly; provided, however, that: (a)
Subscribers may be divided into reasonable classifications approved
by the FCC, and the imposition of different sets of conditions may be
applied to Subscribers in different classifications; and (b) for good
cause, within such classifications, deposits may be required of some
Subscribers and not of others.
11. Control of Facilities. Notwithstanding anything in this Agreement to
the contrary, Permittee, as the FCC permittee for the Channel, shall
be responsible for compliance with all applicable FCC rules and
regulations. Permittee shall have control, in operation, management
and maintenance of the station to the extent necessary to comply with
such rules and regulations, of the construction, operation,
management and maintenance of the station to the extent necessary
to comply with such rules and regulations. Nothing in this
Agreement shall be construed to: (a) prevent or hinder Permittee
from rejecting or refusing any STV broadcast program that it
reasonably believes to be unsatisfactory, unsuitable or contrary to the
public interest, or from substituting a program that in its opinion is of
greater local or national importance; (b) deprive Permittee of the right
of ultimate decision concerning the maximum amount of any STV
program charge or fee; or (c) delegate to any other individual or entity
ultimate authority over the scheduling of STV programs.
12. Payments. In consideration of Permittee's agreement to permit NTI
to transmit on the Channel, NTI agrees to pay Permittee a monthly
transmission fee of Ten Cents ($.10) per Subscriber ("Transmission
Fee"), beginning with and including the first calendar month
immediately following the license date. Payment will be due no later
than the twentieth (20th) day of the following month.
5.2 The number of Subscribers shall be determined by adding the
number of Subscribers as of the last day of the prior month to
the number of Subscribers as of the then-current month, and
then dividing by two (2).
5.3 All payments from NTI to Permittee shall be paid in currency
of the United States of America by negotiable bank check
drawn upon a United States bank insured by the FDIC made
payable to the order of ********** and mailed to SEE
SECTION 16 or to such other address as Permittee shall
designate in writing to NTI. Payments shall be made by the
twentieth (20th) day of the following month.
13. Insurance. It is agreed that Permittee shall be insured as a third party
insured under any liability insurance obtained by NTI.
14. Construction. NTI shall bear all costs, including but not limited to,
consultant, design, engineering, licensing and legal fees, associated
with the construction of the Transmission Facilities and any
subsequent modifications thereto. NTI shall also bear the costs of
any licenses, permits, authorizations, or of such sites. NTI shall , at
its sole cost and expense, complete construction of the Transmission
Facilities as authorized by the FCC. Upon completion of
construction of the Transmission Application on the then-prescribed
FCC form for submission to the FCC. Permittee agrees to timely file
the License Application with the FCC after its receipt from NTI. NTI
shall not be liable to make any payments under Section 5 hereof
during any delay caused by Permittee's failure to promptly file such
License Application. All lease, construction, legal, licensing and
engineering costs or any other costs associated therewith shall be the
sole responsibility of and be paid by NTI, and NTI shall reimburse
Permittee within fifteen (15) days after receipt of invoice for
reasonable payments made by Permittee and first approved in writing
by NTI, which approval will not be unreasonably withheld or
delayed.
7.1 Lease of Transmission Facilities to Permittee. In
consideration of the sum of ONE DOLLAR ($1.00), the
receipt and sufficiency of which is hereby acknowledged, NTI
shall lease the Transmission Facilities to Permittee for a term
equal to the duration of this Agreement, including any
renewals.
7.2 Operation and Maintenance. Subject to the provisions of
Section 4, NTI shall, at its sole cost and expense, operate and
maintain the Transmission Facilities in good operating
condition and repair with Permittee being notified of all such
repairs. All persons performing maintenance, repairs or any
other duties shall work under ANTI's direct and continuing
supervision and in accordance with good engineering
practices consistent with industry standards. In the event
transmission service is interrupted for any reason, NTI shall
notify Permittee immediately. NTI shall be solely responsible
for the origination of all programming to be transmitted over
the Channel, subject to the provisions of Section 4 hereof and
applicable FCC rules and regulations. All personnel required
to install, operate and maintain any program origination and
delivery facilities shall be provided by NTI, at its sole cost
and expense, and such personnel shall be under NTI's
exclusive control, and shall not be considered to be
employees or agents of Permittee for any purpose.
7.3 Governmental and Third Party Authorizations. The Parties
agree to take no action that would jeopardize or otherwise
impair the Construction Permit or any other FCC approval or
authorization necessary for the LPTV Service. Permittee
shall use its reasonable best efforts, and NTI shall cooperate
with Permittee, to obtain any and all FCC or other
governmental licenses, permits, authorizations or approvals
required to carry out the transactions contemplated by this
Agreement; provided, however, that Permittee shall not be
required to pay for the relocation, reconstruction or similar
costs associated with the Channel, which costs shall be the
sole responsibility of NTI. Permittee also shall use its
reasonable best efforts to cause the authorization for the
Channel to be renewed.
7.4 Access. Throughout the term of this Agreement, including
any renewals hereof, NTI shall provide, and/or cause others
to provide, Permittee with reasonable access to all
Transmission Facilities for emergency repairs and routine
inspection, provided that Permittee shall not utilize such
access in a manner which unreasonably interferes with NTI's
use of the Channel.
7.5 Site Lease. NTI either owns or has obtained a valid option to
lease or lease for the transmission site and shall be
responsible for bearing all expenses in connection with such
site, including the payment of rent and all other costs and
expenses of every nature. The site lease, if any, shall be
maintained and renewed by NTI throughout the term of this
Agreement, including any renewals hereof.
15. Representations and Warranties of NTI. NTI represents and warrants
as follows:
8.1 Organization. NTI is a corporation duly organized, validly
existing, and in good standing under the laws of the State of
New Jersey. NTI is qualified or otherwise entitled to do
business in all jurisdictions in which such qualifications or
entitlement is required by reason of its business, activities,
ownership or property. NTI has all requisite power and
authority to own its properties and to carry on its business.
NTI has all requisite power to execute, deliver, and, subject
to the regulatory authority of the FCC, perform this
Agreement. The person executing this Agreement on behalf
of NTI is authorized to do so execute and to bind NTI to the
term hereof.
8.2 Authorization. All necessary actions on the part of NTI to
authorize the execution and delivery of this Agreement and
the performance of the obligations of NTI herein have been
taken. This Agreement is valid and legally binding upon NTI
and enforceable in accordance with its terms except to the
extent that enforceability thereof may be limited by
bankruptcy, insolvency, or the laws relating to the
enforcement of creditor's rights or by the application of
equitable principles. The person executing this Agreement on
behalf of NTI is authorized to so execute and bind NTI to the
terms hereof.
8.3 No Violations. The exectution, delivery, and performance of
this Agreement and all actions and transactions contemplated
hereby: (a) will not violate any provision of law or the
Articles of Incorporation or By-Laws of NTI, any order of
any court or other agency of government to which NTI is a
party or by which it or any of its properties is bound, and (b)
will not violate, be in conflict with, result in a breach of, or
constitute (with notice or lapse of time or both) a default
under any applicable law, order, or regulation, indenture,
agreement, or other instrument to which NTI is a party of, by
which it or any of its properties is bound and which has not
been waived or consented to, or result in the creation or
imposition of any lien, charge, or encumbrance of any nature
whatsoever upon any of its property or assets.
16. Defaults. For the purpose of this Agreement, it shall be an "Event of
Default" hereunder if: (a) NTI fails to make any payment due and
payable under this Agreement within twenty (20) days after the date
upon which a payment is due hereunder, and NTI does not cure such
default within thirty (30) days after notice of default is provided by
Permittee to NTI; (b) any of the material "Representations or
Warranties" of either party materially breaches any covenant or
agreement herein or fails to comply with any material provision of
this Agreement, and any such breach, failure or default continues for
thirty (30) days after written notice thereof, as contemplated herein,
shall have been sent by the non-defaulting Party to the defaulting
Party.
17. Termination. Upon an Event of Default, the non-defaulting Party
may cancel this Agreement and may pursue such legal and equitable
remedies as may be available.
18. Indemnification. Each Party shall indemnify, defend, and hold the
other Party harmless from and against any and all claims, damages,
causes of action, penalties, statutory damages, interest and costs and
expenses, including attorneys' fees, arising directly or indirectly out
of the acts, omissions, negligence or willful misconduct of said party,
its employees or agents in connection with the performance of this
Agreement.
19. Representations, Warranties, and Covenants of Permittee. Permittee
represents and warrants as follows:
12.1 Organization. Permittee, if a corporation or a limited
partnership, is duly organized, validly existing and in good
standing in the state of its formation. Permittee is qualified or
otherwise entitled to do business in all jurisdictions in which
such qualification or entitlement is required by reason of its
business, activities, ownership or property. Permittee has all
requisite power and authority to own its own properties and
to carry on its business. Permittee has all requisite power to
execute, deliver, and, subject to the regulatory authority of the
FCC, perform this Agreement. The person signing this
Agreement on behalf of Permittee is authorized to so execute
and to bind Permittee to the terms hereof.
12.2 Authorization. All necessary actions on the part of Permittee
to authorize the execution and delivery of this Agreement and
the performance of the obligations of Permittee herein have
been taken. This Agreement is valid and legally binding upon
Permittee and enforceable in accordance with its terms except
to the extent that enforceability thereof may be limited by
bankruptcy, insolvency, or the laws relating to the
enforcement of creditor's rights or by the application of
equitable principles. The person executing this Agreement on
behalf of Permittee is authorized to so execute and bind
Permittee to the terms hereof.
12.3 Valid Construction Permit. The Construction Permit is in full
force and effect.
12.4 No Violation. The execution and delivery of this Agreement
by Permittee and the performance of Permittee's obligations
hereunder are not in violation or breach of, do not conflict
with or constitute a default under, and will not accelerate or
permit the acceleration of the performance required by any of
the terms or provisions of any note, debt instrument, security
agreement, or mortgage or any other contract or agreement,
written oral, to which Permittee is a party or by which its
Construction Permit is bound and will not be an event which,
after notice or lapse or time or both, will result in any such
violation, notice or lapse of time or both, will result in any
such violation, breach, conflict, default, or acceleration, or
under any law, judgment, decree, order, rule or regulation of
any governmental authority or authority applicable to
Permittee and will not result in the creation or imposition of
any lien (whether or not perfected), encumbrance, equity or
restriction in favor of any third person upon the Construction
Permit; provided, however, that the Permittee shall not be in
default of this provision if the FCC determines that any
provision of this Agreement, or the Agreement as a whole,
violates FCC rules or policies or the Communications Act of
1934 as amended. In such event, the Parties shall negotiate in
good faith such changes to the Agreement so as to effectuate
compliance with FCC requirements.
13. Limitation of Damages. The liability of NTI for damages of any kind
arising in connection with this Agreement shall not exceed the
aggregate amount actually paid by NTI to Permittee pursuant to
Section 5 of this Agreement. Permittee shall not be liable for any
consequential or similar damages. This Section provides only for a
limitation of damages otherwise awardable, and shall not be
construed to create an entitlement or legal right to the amounts of
damages specified herein upon an Event of Default. No liability for
damages shall be assessed under this Section except as a result of a
final judgment on a complaint for damages awarded by a court of
competent jurisdiction, or as otherwise agreed by the Parties to this
Agreement.
14. Permittee's Access to Records. From time to time and upon
reasonable notice to NTI, Permittee or its accountants shall have the
right to request information or be permitted at al reasonable times to
inspect and copy all records of NTI which Permittee or its
accountants or attorneys reasonably consider necessary to verify
NTI's compliance with the terms and provisions of this Agreement.
It is understood by Permittee that such information is to be held in
confidence and not disclosed to any third parties without the prior
written consent of NTI, which consent shall not be unreasonably
withheld or delayed.
15. Specific Performance. The Parties acknowledge and agree that all of
the rights reserved thereunder are necessarily of a special, unique,
unusual and extraordinary character, which gives them a peculiar
value, the loss of which cannot be adequately or reasonably
compensated for in damages in an action at law, and that the breach
by either Party of any of the provisions of this Agreement will cause
the other Party irreparable injury and damage. Therefore, upon the
occurrence of an event of Default, the non-defaulting Party shall be
entitled as a matter of right to seek specific performance of the
defaulting Party's obligations and warranties hereunder, and/or
declaratory, injunctive or other equitable relief in court to correct the
Event of Default. No exercise of this right to specific performance
shall constitute a waiver of such Party's other rights or remedies
otherwise existing law or equity.
16. Notices. All notices, requests, consents and other communications
hereunder shall be in writing, sent by U.S. registered Mail and shall
be effective upon receipt; provided, however, that the refusal to
accept receipt will constitute receipt for this purpose, in each case
addressed:
If to Permittee, to: Xxxxxxx Narod
0000 Xxxxxxx Xxxxx
Xxxxxxx, Xxx Xxxx 00000
If to NTI, to: Xxxxxxx X. Xxxxxx, Vice President of Operations
Northeast Telecom, Inc.
0000 Xxxxx 0 Xxxxx
Xxxxxxxx, Xxx Xxxxxx 00000
With a copy to: Mullin, Rhyne, Xxxxxx and Xxxxx
Att: Xxxxxx Xxxxxx
0000 Xxxxxxxxxxx Xxxxxx, X.X., Xxxxx 000
Xxxxxxxxxx, X.X. 00000-0000
provided, however, that if any party shall have designated a different
address by notice to the others, then to the last address so designated.
17. Waivers. Any waiver by any Party of any breach of or failure to
comply with any provision of this Agreement by the other Party shall
not be construed as or constitute a continuing waiver of such
provision or a waiver of any other provision of this Agreement.
18. Complete Agreement. This Agreement sets forth the entire
understanding of the Parties hereto and supersedes all prior
agreements, covenants, arrangements, communications,
representations, or warranties, whether oral or written, by any Party
(or any officer, employee, or representative of any Party).
19. Governing Law; Construction. This Agreement shall be construed
and enforced in accordance with and governed by the internal
substantive law of the State of and of the United
States of
America. The headings of the Sections of this Agreement are inserted
for convenience of reference only and shall not be deemed to
constitute a part hereof. Unless otherwise stated, references in this
Agreement to sections refer to the Sections of this Agreement.
20. Amendment; Termination. This Agreement may be amended or
terminated only by an instrument in writing duly executed by the
Parties, except as otherwise provided in this Agreement.
21. Force Majeure. If by reason of force majeure either party is unable
in whole or in part to carry out its obligations hereunder, the Party
shall not be deemed in violation or default during the period of such
inability. The term "force majeure" as used herein shall mean the
following: acts of God; acts of public enemies; orders of any kind of
the government of the United States of America or of any state or
state departments, agencies, political subdivisions, or officials, or any
civil or military authority; insurrections; riots; epidemic; landslides;
lightning; earthquakes; fires; hurricanes; volcanic activity; storms of
extraordinary force; floods; washouts; drought; civil disturbances;
explosions; or any other cause or event not reasonably within the
control of the adversely affected Party.
22. Counterparts. More than one counterpart of this Agreement may be
executed by the Parties hereto, and each fully executed counterpart
shall be deemed an original.
23. Dealings with Third Parties. Neither Party is, nor shall either Party
hold itself out to be, vested with any power or right to contractually
bind, act on behalf of the other as its contracting broker, agent or
otherwise for committing, selling, conveying or transferring any of
the other Party's assets or property, contracting for or in the name of
the other Party, or making any agreement contractually binding upon
such Party.
24. Severability. If any provision of this Agreement is declared void by
any court of competent jurisdiction, the validity of any other
provision of this Agreement shall not be affected.
25. Time of the Essence. Time shall be of the essence in the performance
of this Agreement.
26. Survival. This Agreement shall be binding upon and inure to the
benefit of the Parties hereto and their respective assigns, heirs,
successors and legal representatives.
27. Assignment. This Agreement may not be assigned by either Party
without the prior written consent of the other Party, which consent
shall not be unreasonably withheld or delayed, except that NTI may
assign this Agreement to an affiliated entity or subsidiary without
Permittee's prior approval.
28.. Attorney's Fees. If it shall be necessary for either Permittee or NTI
to employ an attorney to enforce its rights pursuant to this Agreement
because of the default of the other Party, the defaulting Party shall
reimburse the prevailing Party for reasonable attorney's fees.
29. No Third Party Beneficiaries. It is not the intent of either Permittee
or NTI that there by any third party beneficiary to this Agreement,
and this Agreement is exclusively for the benefit of Permittee and
NTI and their respective assigns.
30. Independent Relationship. Nothing in this Agreement shall be
construed as creating an employer-employee relationship, partnership
or joint venture by and between Permittee and NTI, and Permittee
shall not be held responsible for the acts or omissions of NTI and vice
versa.
31. No Conclusion as to Draftsmanship. Each Party has cooperated in
the drafting and preparation of this Agreement. Hence, in any
construction to be made of this Agreement, the same shall not, as a
matter of law, be construed against any Party.
32. Right of First Refusal.
(a) In the event Permittee receives a bona fide offer from a third
party to purchase its Construction Permit or License, and
Permittee desires to accept such offer, Permittee, within five
(5) days of receiving such offer, shall notify NTI in writing
and provide NTI with a copy of the same, and NTI shall have
the right to acquire Permittee's Construction Permit or
License on the same terms and conditions as offered by the
third party, such right to be exercised by NTI within thirty
(30) days of written notice by Permittee.
(b) In the event NTI does not exercise its right of first refusal
hereunder, then Permittee shall be free to assign or transfer its
Construction Permit or License to the third party, subject to
the condition that the assignee or transferee, as the case may
be, agrees to be bound by all of the terms and conditions of
this Agreement as if it was an original party hereto.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be
executed as of the day and year first above written.
PERMITTEE:
By: /s/ Xxxxxxx Narod
Its:
") (Collectively
referred to as "Parties").
WITNESSETH
Whereas, Assignor has received a lease from Xxxxxxx Narod (the "Lease") for
the operation of one (1) Low Power Television station in Lebanon, MO,
having the Call sign K59FD and operating on channel 59 (the "Channel").
Whereas, Assignor desires to assign its rights to the Lease pursuant to
section
27 of the Lease; and
Whereas, Assignee desires to assume Assignor's rights to the Lease and the
Channel, as described above.
Now Therefore, in consideration of the mutual promises and covenants herein
contained and other good and valuable consideration as hereinafter set forth,
the Parties agree as follows:
1. Assignor hereby assigns, sells, conveys and transfers to Assignee his
rights to Lease the Channel.
2. Assignee hereby agrees to assume any fees related to the execution
of this agreement.
3. Assignor herein further represents and warrants that he has full power
and authority to execute and deliver this agreement and to conclude
the transaction contemplated herein. Assignor also represents and
warrants that the has all the rights, title, and interest to the Lease
and
the Channel and that there are no existing or anticipated liabilities or
legal action associated with the Lease or the Channel, to the best of
his knowledge and Assignor has not transferred (or agreed to
transfer), nor will it transfer prior to the completion of the
transaction
contemplated herein, any portion of his interest in the Lease or the
Channel to any other entity.
4. Assignor shall notify Channel holder of assignment per section 27 of
the Lease.
5. Notices: All notices and other communications hereunder shall be in
writing and shall be deemed given if hand delivered by, postage paid,
to the Parties named below:
IF TO ASSIGNEE: MISSOURI CABLE TV CORP.
0000 XXXXXXXX XXXX XXXX
XXXXX XXXXX, XX 00000
c/o XXXXX X. XXXXXX
IF TO ASSIGNOR: NORTHEAST TELECOM INC.
0000 XXXXX 0 XXXXX
XXXXXXXX, XX 00000
c/o XXXXXXX X. XXXXXX
6. Severability: Any provisions of this Agreement which may be
determined by competent authority to be prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the
extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction. It is expressly understood,
however, that the Parties hereto intend each and every provision of
this Agreement to be valid and enforceable and hereby knowingly
waive all rights to object to any provisions of this agreement.
7. This Agreement shall be binding upon and inure to the benefit of the
Parties hereto and their respective successors and assigns.
8. This Agreement shall be governed by and construed under the laws
of the state of Louisiana, without regard to conflict of law provisions.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of
the date and year first written above.
Assignor: Assignee:
NORTHEAST TELECOM INC. MISSOURI CABLE TV CORP.
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxxx
Its: President Its: CEO
August 7, 1996
Xxxxxxx Narod
0000 Xxxxxxx Xxxxx
Xxxxxxx, Xxx Xxxx 00000
Re: Notice of Lease Assignment: Lebanon, MO
LPTV Ch. K51ES, K55HD, K59FD, K53FK
Dear Xxxxxxx:
This letter will serve to notify you of Northeast Telecom's intentions to
assign your management and lease agreements, to another company. It will
be necessary for you to sign and return to us this letter acknowledging your
approval of this action, as per paragraph 27 in the agreement. Enclosed you
will find a copy for your records and a prepared Fed Ex return package.
Please understand this action is necessary to assure the construction of your
channels and the issuance of your broadcast licenses. The new assignee will
be bound to all the terms and conditions of the agreement.
Copies of the assignment documents will be sent to you just as soon as they
are completed.
Sincerely yours,
NORTHEAST TELECOM, INC. PERMITTEE:
/s/ Xxxxxxx X. Xxxxxx /s/ Xxxxxxx Narod
Xxxxxxx X. Xxxxxx, President
Telecommunications Division
MANAGEMENT AND LEASE AGREEMENT
This Management and Lease Agreement ("Agreement") is made this 24 day
of June, 1995 by and between Northeast Telecom Inc. (NTI), and Xxxxxxx
Narod ("Permittee"), together "the Parties".
WHERAS, the Federal Communications Commission ("FCC") has
authorized licensees of Low Power Television ("LPTV") stations as defined
in Section 74.701(F) of the Commission's Rules, to provide subscription
television ("STV") service on their authorized channels, subject to FCC rules
and policies;
WHERAS, Permittee has been granted a Construction Permit for LPTV
Channel 59 at Lebanon, Mo. (Call Sign K59FD), and has determined that it
desires to provide STV service on such Channel on a twenty-four (24) hour
per day, seven (7) day per week basis;
WHERAS, NTI is in the business of providing STV management and
operational services and seeks to provide such services on Permittee's
Channel; and
WHERAS, Permittee wishes NTI to provide it such services, consistent with
its Construction Permit and all FCC Rules and Regulations.
NOW, THEREFORE, in consideration, of their mutual promises set forth
below; Permittee and NTI, intending to be legally bound, hereby agree as
follows:
8. Definitions. As used in this Agreement, the following terms shall
have the meanings attributed to them in this Section 1:
1.1 Business or LPTV Service means the provision of video and
data programming of any kind to subscribers via the Channel.
1.2 Construction Permit means the authorization (Call Sign
K59FD which issued by the FCC to Permittee to construct the
Channel and provide service on the Channel on a seven (7)
day per week, twenty (24) hours per day basis, and shall
specifically include any regular, modified or renewal
authorizations to operate the Channel.
1.3 License Date means the date on which a License Application
is filed with the FCC certifying the completion of
construction of the transmission facilities, but not later than
the date specified on the Construction Permit, unless
extended.
1.4 Transmission Facilities means the equipment and facilities to
be owned by NTI and used by NTI in its business.
1.5 Subscriber means a residential unit or other establishement,
including without limitation restaurants, bars, offices and
businesses that receive LPTV Service under contract with
NTI or under rights granted by NTI.
9. Term. The term of this Agreement shall begin on the date hereof and
shall continue for a period of ten (10) years following the License
Date, provided that Permittee's authorization to operate the Channel
has been renewed as necessary by the FCC. Permittee shall use its
reasonable best efforts to obtain such renewals. This Agreement shall
be authormatically renewed for an additional ten (10) years, unless
NTI shall have submitted to Permittee at least six (6) months'
advance written notice of its intent to terminate this Agreement upon
the expiration of the initial term.
10. Transition on Channel. Commencing on the License Date, Permittee
hereby authorizes NTI to transmit a broadcast signal on the Channel
for STV services seven (7) days per week, twenty-four (24) hours per
day, subject to FCC Rules and Regulations and all of the terms and
conditions set forth in this Agreement. For purposes of this
Agreement, such transmission on the Channel shall include all rights
to transmit both video programming and data over the entire
frequency spectrum of Permittee's Channel. Consistent with
applicable FCC rules, NTI will apply charges, terms and conditions
of service to Subscribers uniformly; provided, however, that: (a)
Subscribers may be divided into reasonable classifications approved
by the FCC, and the imposition of different sets of conditions may be
applied to Subscribers in different classifications; and (b) for good
cause, within such classifications, deposits may be required of some
Subscribers and not of others.
11. Control of Facilities. Notwithstanding anything in this Agreement to
the contrary, Permittee, as the FCC permittee for the Channel, shall
be responsible for compliance with all applicable FCC rules and
regulations. Permittee shall have control, in operation, management
and maintenance of the station to the extent necessary to comply with
such rules and regulations, of the construction, operation,
management and maintenance of the station to the extent necessary
to comply with such rules and regulations. Nothing in this
Agreement shall be construed to: (a) prevent or hinder Permittee
from rejecting or refusing any STV broadcast program that it
reasonably believes to be unsatisfactory, unsuitable or contrary to the
public interest, or from substituting a program that in its opinion is of
greater local or national importance; (b) deprive Permittee of the right
of ultimate decision concerning the maximum amount of any STV
program charge or fee; or (c) delegate to any other individual or entity
ultimate authority over the scheduling of STV programs.
12. Payments. In consideration of Permittee's agreement to permit NTI
to transmit on the Channel, NTI agrees to pay Permittee a monthly
transmission fee of Ten Cents ($.10) per Subscriber ("Transmission
Fee"), beginning with and including the first calendar month
immediately following the license date. Payment will be due no later
than the twentieth (20th) day of the following month.
5.2 The number of Subscribers shall be determined by adding the
number of Subscribers as of the last day of the prior month to
the number of Subscribers as of the then-current month, and
then dividing by two (2).
5.3 All payments from NTI to Permittee shall be paid in currency
of the United States of America by negotiable bank check
drawn upon a United States bank insured by the FDIC made
payable to the order of ********** and mailed to SEE
SECTION 16 or to such other address as Permittee shall
designate in writing to NTI. Payments shall be made by the
twentieth (20th) day of the following month.
13. Insurance. It is agreed that Permittee shall be insured as a third party
insured under any liability insurance obtained by NTI.
14. Construction. NTI shall bear all costs, including but not limited to,
consultant, design, engineering, licensing and legal fees, associated
with the construction of the Transmission Facilities and any
subsequent modifications thereto. NTI shall also bear the costs of
any licenses, permits, authorizations, or of such sites. NTI shall , at
its sole cost and expense, complete construction of the Transmission
Facilities as authorized by the FCC. Upon completion of
construction of the Transmission Application on the then-prescribed
FCC form for submission to the FCC. Permittee agrees to timely file
the License Application with the FCC after its receipt from NTI. NTI
shall not be liable to make any payments under Section 5 hereof
during any delay caused by Permittee's failure to promptly file such
License Application. All lease, construction, legal, licensing and
engineering costs or any other costs associated therewith shall be the
sole responsibility of and be paid by NTI, and NTI shall reimburse
Permittee within fifteen (15) days after receipt of invoice for
reasonable payments made by Permittee and first approved in writing
by NTI, which approval will not be unreasonably withheld or
delayed.
7.1 Lease of Transmission Facilities to Permittee. In
consideration of the sum of ONE DOLLAR ($1.00), the
receipt and sufficiency of which is hereby acknowledged, NTI
shall lease the Transmission Facilities to Permittee for a term
equal to the duration of this Agreement, including any
renewals.
7.2 Operation and Maintenance. Subject to the provisions of
Section 4, NTI shall, at its sole cost and expense, operate and
maintain the Transmission Facilities in good operating
condition and repair with Permittee being notified of all such
repairs. All persons performing maintenance, repairs or any
other duties shall work under ANTI's direct and continuing
supervision and in accordance with good engineering
practices consistent with industry standards. In the event
transmission service is interrupted for any reason, NTI shall
notify Permittee immediately. NTI shall be solely responsible
for the origination of all programming to be transmitted over
the Channel, subject to the provisions of Section 4 hereof and
applicable FCC rules and regulations. All personnel required
to install, operate and maintain any program origination and
delivery facilities shall be provided by NTI, at its sole cost
and expense, and such personnel shall be under NTI's
exclusive control, and shall not be considered to be
employees or agents of Permittee for any purpose.
7.3 Governmental and Third Party Authorizations. The Parties
agree to take no action that would jeopardize or otherwise
impair the Construction Permit or any other FCC approval or
authorization necessary for the LPTV Service. Permittee
shall use its reasonable best efforts, and NTI shall cooperate
with Permittee, to obtain any and all FCC or other
governmental licenses, permits, authorizations or approvals
required to carry out the transactions contemplated by this
Agreement; provided, however, that Permittee shall not be
required to pay for the relocation, reconstruction or similar
costs associated with the Channel, which costs shall be the
sole responsibility of NTI. Permittee also shall use its
reasonable best efforts to cause the authorization for the
Channel to be renewed.
7.4 Access. Throughout the term of this Agreement, including
any renewals hereof, NTI shall provide, and/or cause others
to provide, Permittee with reasonable access to all
Transmission Facilities for emergency repairs and routine
inspection, provided that Permittee shall not utilize such
access in a manner which unreasonably interferes with NTI's
use of the Channel.
7.5 Site Lease. NTI either owns or has obtained a valid option to
lease or lease for the transmission site and shall be
responsible for bearing all expenses in connection with such
site, including the payment of rent and all other costs and
expenses of every nature. The site lease, if any, shall be
maintained and renewed by NTI throughout the term of this
Agreement, including any renewals hereof.
15. Representations and Warranties of NTI. NTI represents and warrants
as follows:
8.1 Organization. NTI is a corporation duly organized, validly
existing, and in good standing under the laws of the State of
New Jersey. NTI is qualified or otherwise entitled to do
business in all jurisdictions in which such qualifications or
entitlement is required by reason of its business, activities,
ownership or property. NTI has all requisite power and
authority to own its properties and to carry on its business.
NTI has all requisite power to execute, deliver, and, subject
to the regulatory authority of the FCC, perform this
Agreement. The person executing this Agreement on behalf
of NTI is authorized to do so execute and to bind NTI to the
term hereof.
8.2 Authorization. All necessary actions on the part of NTI to
authorize the execution and delivery of this Agreement and
the performance of the obligations of NTI herein have been
taken. This Agreement is valid and legally binding upon NTI
and enforceable in accordance with its terms except to the
extent that enforceability thereof may be limited by
bankruptcy, insolvency, or the laws relating to the
enforcement of creditor's rights or by the application of
equitable principles. The person executing this Agreement on
behalf of NTI is authorized to so execute and bind NTI to the
terms hereof.
8.3 No Violations. The exectution, delivery, and performance of
this Agreement and all actions and transactions contemplated
hereby: (a) will not violate any provision of law or the
Articles of Incorporation or By-Laws of NTI, any order of
any court or other agency of government to which NTI is a
party or by which it or any of its properties is bound, and (b)
will not violate, be in conflict with, result in a breach of, or
constitute (with notice or lapse of time or both) a default
under any applicable law, order, or regulation, indenture,
agreement, or other instrument to which NTI is a party of, by
which it or any of its properties is bound and which has not
been waived or consented to, or result in the creation or
imposition of any lien, charge, or encumbrance of any nature
whatsoever upon any of its property or assets.
16. Defaults. For the purpose of this Agreement, it shall be an "Event of
Default" hereunder if: (a) NTI fails to make any payment due and
payable under this Agreement within twenty (20) days after the date
upon which a payment is due hereunder, and NTI does not cure such
default within thirty (30) days after notice of default is provided by
Permittee to NTI; (b) any of the material "Representations or
Warranties" of either party materially breaches any covenant or
agreement herein or fails to comply with any material provision of
this Agreement, and any such breach, failure or default continues for
thirty (30) days after written notice thereof, as contemplated herein,
shall have been sent by the non-defaulting Party to the defaulting
Party.
17. Termination. Upon an Event of Default, the non-defaulting Party
may cancel this Agreement and may pursue such legal and equitable
remedies as may be available.
18. Indemnification. Each Party shall indemnify, defend, and hold the
other Party harmless from and against any and all claims, damages,
causes of action, penalties, statutory damages, interest and costs and
expenses, including attorneys' fees, arising directly or indirectly out
of the acts, omissions, negligence or willful misconduct of said party,
its employees or agents in connection with the performance of this
Agreement.
19. Representations, Warranties, and Covenants of Permittee. Permittee
represents and warrants as follows:
12.1 Organization. Permittee, if a corporation or a limited
partnership, is duly organized, validly existing and in good
standing in the state of its formation. Permittee is qualified or
otherwise entitled to do business in all jurisdictions in which
such qualification or entitlement is required by reason of its
business, activities, ownership or property. Permittee has all
requisite power and authority to own its own properties and
to carry on its business. Permittee has all requisite power to
execute, deliver, and, subject to the regulatory authority of the
FCC, perform this Agreement. The person signing this
Agreement on behalf of Permittee is authorized to so execute
and to bind Permittee to the terms hereof.
12.2 Authorization. All necessary actions on the part of Permittee
to authorize the execution and delivery of this Agreement and
the performance of the obligations of Permittee herein have
been taken. This Agreement is valid and legally binding upon
Permittee and enforceable in accordance with its terms except
to the extent that enforceability thereof may be limited by
bankruptcy, insolvency, or the laws relating to the
enforcement of creditor's rights or by the application of
equitable principles. The person executing this Agreement on
behalf of Permittee is authorized to so execute and bind
Permittee to the terms hereof.
12.3 Valid Construction Permit. The Construction Permit is in full
force and effect.
12.4 No Violation. The execution and delivery of this Agreement
by Permittee and the performance of Permittee's obligations
hereunder are not in violation or breach of, do not conflict
with or constitute a default under, and will not accelerate or
permit the acceleration of the performance required by any of
the terms or provisions of any note, debt instrument, security
agreement, or mortgage or any other contract or agreement,
written oral, to which Permittee is a party or by which its
Construction Permit is bound and will not be an event which,
after notice or lapse or time or both, will result in any such
violation, notice or lapse of time or both, will result in any
such violation, breach, conflict, default, or acceleration, or
under any law, judgment, decree, order, rule or regulation of
any governmental authority or authority applicable to
Permittee and will not result in the creation or imposition of
any lien (whether or not perfected), encumbrance, equity or
restriction in favor of any third person upon the Construction
Permit; provided, however, that the Permittee shall not be in
default of this provision if the FCC determines that any
provision of this Agreement, or the Agreement as a whole,
violates FCC rules or policies or the Communications Act of
1934 as amended. In such event, the Parties shall negotiate in
good faith such changes to the Agreement so as to effectuate
compliance with FCC requirements.
13. Limitation of Damages. The liability of NTI for damages of any kind
arising in connection with this Agreement shall not exceed the
aggregate amount actually paid by NTI to Permittee pursuant to
Section 5 of this Agreement. Permittee shall not be liable for any
consequential or similar damages. This Section provides only for a
limitation of damages otherwise awardable, and shall not be
construed to create an entitlement or legal right to the amounts of
damages specified herein upon an Event of Default. No liability for
damages shall be assessed under this Section except as a result of a
final judgment on a complaint for damages awarded by a court of
competent jurisdiction, or as otherwise agreed by the Parties to this
Agreement.
14. Permittee's Access to Records. From time to time and upon
reasonable notice to NTI, Permittee or its accountants shall have the
right to request information or be permitted at al reasonable times to
inspect and copy all records of NTI which Permittee or its
accountants or attorneys reasonably consider necessary to verify
NTI's compliance with the terms and provisions of this Agreement.
It is understood by Permittee that such information is to be held in
confidence and not disclosed to any third parties without the prior
written consent of NTI, which consent shall not be unreasonably
withheld or delayed.
15. Specific Performance. The Parties acknowledge and agree that all of
the rights reserved thereunder are necessarily of a special, unique,
unusual and extraordinary character, which gives them a peculiar
value, the loss of which cannot be adequately or reasonably
compensated for in damages in an action at law, and that the breach
by either Party of any of the provisions of this Agreement will cause
the other Party irreparable injury and damage. Therefore, upon the
occurrence of an event of Default, the non-defaulting Party shall be
entitled as a matter of right to seek specific performance of the
defaulting Party's obligations and warranties hereunder, and/or
declaratory, injunctive or other equitable relief in court to correct the
Event of Default. No exercise of this right to specific performance
shall constitute a waiver of such Party's other rights or remedies
otherwise existing law or equity.
16. Notices. All notices, requests, consents and other communications
hereunder shall be in writing, sent by U.S. registered Mail and shall
be effective upon receipt; provided, however, that the refusal to
accept receipt will constitute receipt for this purpose, in each case
addressed:
If to Permittee, to: Xxxxxxx Narod
0000 Xxxxxxx Xxxxx
Xxxxxxx, Xxx Xxxx 00000
If to NTI, to: Xxxxxxx X. Xxxxxx, Vice President of Operations
Northeast Telecom, Inc.
0000 Xxxxx 0 Xxxxx
Xxxxxxxx, Xxx Xxxxxx 00000
With a copy to: Mullin, Rhyne, Xxxxxx and Xxxxx
Att: Xxxxxx Xxxxxx
0000 Xxxxxxxxxxx Xxxxxx, X.X., Xxxxx 000
Xxxxxxxxxx, X.X. 00000-0000
provided, however, that if any party shall have designated a different
address by notice to the others, then to the last address so designated.
17. Waivers. Any waiver by any Party of any breach of or failure to
comply with any provision of this Agreement by the other Party shall
not be construed as or constitute a continuing waiver of such
provision or a waiver of any other provision of this Agreement.
18. Complete Agreement. This Agreement sets forth the entire
understanding of the Parties hereto and supersedes all prior
agreements, covenants, arrangements, communications,
representations, or warranties, whether oral or written, by any Party
(or any officer, employee, or representative of any Party).
19. Governing Law; Construction. This Agreement shall be construed
and enforced in accordance with and governed by the internal
substantive law of the State of and of the United
States of
America. The headings of the Sections of this Agreement are inserted
for convenience of reference only and shall not be deemed to
constitute a part hereof. Unless otherwise stated, references in this
Agreement to sections refer to the Sections of this Agreement.
20. Amendment; Termination. This Agreement may be amended or
terminated only by an instrument in writing duly executed by the
Parties, except as otherwise provided in this Agreement.
21. Force Majeure. If by reason of force majeure either party is unable
in whole or in part to carry out its obligations hereunder, the Party
shall not be deemed in violation or default during the period of such
inability. The term "force majeure" as used herein shall mean the
following: acts of God; acts of public enemies; orders of any kind of
the government of the United States of America or of any state or
state departments, agencies, political subdivisions, or officials, or any
civil or military authority; insurrections; riots; epidemic; landslides;
lightning; earthquakes; fires; hurricanes; volcanic activity; storms of
extraordinary force; floods; washouts; drought; civil disturbances;
explosions; or any other cause or event not reasonably within the
control of the adversely affected Party.
22. Counterparts. More than one counterpart of this Agreement may be
executed by the Parties hereto, and each fully executed counterpart
shall be deemed an original.
23. Dealings with Third Parties. Neither Party is, nor shall either Party
hold itself out to be, vested with any power or right to contractually
bind, act on behalf of the other as its contracting broker, agent or
otherwise for committing, selling, conveying or transferring any of
the other Party's assets or property, contracting for or in the name of
the other Party, or making any agreement contractually binding upon
such Party.
24. Severability. If any provision of this Agreement is declared void by
any court of competent jurisdiction, the validity of any other
provision of this Agreement shall not be affected.
25. Time of the Essence. Time shall be of the essence in the performance
of this Agreement.
26. Survival. This Agreement shall be binding upon and inure to the
benefit of the Parties hereto and their respective assigns, heirs,
successors and legal representatives.
27. Assignment. This Agreement may not be assigned by either Party
without the prior written consent of the other Party, which consent
shall not be unreasonably withheld or delayed, except that NTI may
assign this Agreement to an affiliated entity or subsidiary without
Permittee's prior approval.
28.. Attorney's Fees. If it shall be necessary for either Permittee or NTI
to employ an attorney to enforce its rights pursuant to this Agreement
because of the default of the other Party, the defaulting Party shall
reimburse the prevailing Party for reasonable attorney's fees.
29. No Third Party Beneficiaries. It is not the intent of either Permittee
or NTI that there by any third party beneficiary to this Agreement,
and this Agreement is exclusively for the benefit of Permittee and
NTI and their respective assigns.
30. Independent Relationship. Nothing in this Agreement shall be
construed as creating an employer-employee relationship, partnership
or joint venture by and between Permittee and NTI, and Permittee
shall not be held responsible for the acts or omissions of NTI and vice
versa.
31. No Conclusion as to Draftsmanship. Each Party has cooperated in
the drafting and preparation of this Agreement. Hence, in any
construction to be made of this Agreement, the same shall not, as a
matter of law, be construed against any Party.
32. Right of First Refusal.
(a) In the event Permittee receives a bona fide offer from a third
party to purchase its Construction Permit or License, and
Permittee desires to accept such offer, Permittee, within five
(5) days of receiving such offer, shall notify NTI in writing
and provide NTI with a copy of the same, and NTI shall have
the right to acquire Permittee's Construction Permit or
License on the same terms and conditions as offered by the
third party, such right to be exercised by NTI within thirty
(30) days of written notice by Permittee.
(b) In the event NTI does not exercise its right of first refusal
hereunder, then Permittee shall be free to assign or transfer its
Construction Permit or License to the third party, subject to
the condition that the assignee or transferee, as the case may
be, agrees to be bound by all of the terms and conditions of
this Agreement as if it was an original party hereto.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be
executed as of the day and year first above written.
PERMITTEE:
By: /s/ Xxxxxxx Narod
Its:
NORTHEAST TELECOM, INC.
By: /s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx, VP Operations
