MASTER LICENSE AGREEMENT
Between
Signal One, LLC
And
Tritel Communications, Inc.
Dated: , 199__
Table of Contents
Page
----
1. Master License..................................................1
2. Premises........................................................1
3. Use.............................................................1
4. Provision of Information........................................2
5. Term............................................................2
6. License Fees....................................................2
7. Facilities; Utilities; Access...................................3
8. Interference....................................................4
9. Tests and Contingencies.........................................4
10. Taxes...........................................................5
11. Waive of Licensor's Lien........................................5
12. Termination.....................................................6
13. Event of Default; Remedies......................................6
14. Destruction or Condemnation.....................................7
15. Insurance.......................................................7
16. Waiver of Subrogation...........................................7
17. Assignment and Subletting.......................................7
18. Warranty of Title and Quiet Enjoyment...........................8
19. Repairs.........................................................8
20. Hazardous Substances............................................8
21. Liability and Indemnity.........................................9
22. Miscellaneous...................................................9
23. Marking and Lighting Requirements..............................10
24. Radio Frequency Exposure Safety Plan...........................11
Exhibit A Site License
Exhibit B Non-Disturbance Agreement
Exhibit C Memorandum of Lease.
Exhibit D RF Radiation MPE Evaluation Questionnaire
2
MASTER LICENSE AGREEMENT
------------------------
(MULTIPLE LOCATIONS)
--------------------
This Master License Agreement ("Agreement") is entered into as of the
__ day of December, 1998 between Signal One, LLC, a Delaware Limited Liability
Corporation, ("Licensor") and Tritel Communications, Inc., a Delaware
corporation ("Licensee").
R-1. Licensee is licensed by the Federal Communications Commission
("FCC") to construct and operate communications systems throughout the United
States.
R-2. Licensor owns, leases from a prime landlord under a lease
agreement ("Prime Lease"), operates and/or manages real estate, buildings,
towers, tanks, and/or other improvements ("Improvements") on real property (each
a "Site") throughout the United States and wishes to grant the right to use
portions of a number of the Sites to Licensee for the purpose of locating and
operating communications facilities and services thereon.
R-3. Licensee desires to obtain the right to use from Licensor portions
of such Sites for such purpose.
NOW, THEREFORE for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. MASTER LICENSE. This Agreement sets forth the basic terms and conditions upon
which the right to use each Site or portion thereof is licensed by Licensor to
Licensee. Upon the parties' agreement as to the particular terms of any such
license, the parties shall execute and attach hereto a completed site license
("Site License") in substantially the form attached hereto as EXHIBIT A, which
is incorporated herein by this reference. The terms and conditions of any Site
License shall govern and control in the event of a discrepancy or inconsistency
with the terms and conditions of this Agreement.
2. PREMISES. Licensor either owns, leases or licenses the Sites and
Improvements. Upon request of Licensee, Licensor shall obtain the written
consent of the prime landlord, if consent is required under the Prime Lease, to
the Site License within thirty (30) days of the Site License. Upon execution of
a Site License and subject to the terms and conditions of this Agreement and the
Site License for the particular Site, Licensor hereby grants to Licensee, the
right to use space on the Site as more particularly described in each Site
License and space on the related Improvements (collectively, the "Premises")
together with easements for access and utilities and grants Licensee the right
to install and maintain transmission and utility wires, poles, cables, conduits
and pipes on the Site including over, under or along a right-of-way extending
from the nearest public right-of-way to the Premises.
3. USE. The Premises may be used by Licensee for any activity in connection with
the provision of communications services for which they are licensed by the FCC
to provide, including the right to install, maintain, operate, service, modify
and replace Licensee Facilities, without notice or Licensor's prior approval
except as may be provided in the Site License; provided however, if any
modification would alter the RF signature or the load factor on the tower, such
shall require the prior approval of Licensor, which approval shall not be
unreasonably withheld, delayed or conditioned. Following the completion of any
installation and any modification, Licensee shall provide to Licensor, at
Licensee's expense, updated, as-built drawings, initialed by Licensee,
documenting all installed Licensee Facilities on the Site, including the
configuration thereof and any other information reasonably requested by
Licensor. The as-built drawings shall include an as-built survey locating the
Site to a monument or the tower (the "As-Built Survey"). Licensor agrees to
cooperate with Licensee, at Licensee's expense, in making application for and
obtaining all licenses, permits and any and all other necessary approvals that
may be required for Licensee's intended use of the Premises. Licensee shall at
all times take affirmative action to maintain all necessary permits, licenses
and government approvals.
4. PROVISION OF INFORMATION. Licensor shall provide Licensee with such
information regarding each Site which it operates throughout the United States
as may be necessary for Licensee to evaluate the usefulness of such Site for its
purposes. Licensor agrees to use reasonable efforts to cause each of its
subsidiaries and managers at each such Site to cooperate fully with Licensee and
its agents for the purpose of making appropriate engineering and boundary
surveys, inspections, soil test borings, other reasonably necessary tests and
constructing the Licensee Facilities (as defined in Paragraph 7(a) below),
including providing Licensee and such agents with access to such Sites and the
opportunity to conduct limited testing at any such Site, subject to reasonable
limitations imposed by Licensor and/or any of such managers.
5. TERM. The term of this Agreement shall be five (5) years commencing as of the
date contained in the Site License ("Commencement Date") and shall remain in
effect until expiration or termination of the last Site License entered into
pursuant to this Agreement. The term of each Site License shall be as identified
in the Site License terminating on the fifth (5th) anniversary of the
Commencement Date as identified in the Site License (the "Term") unless
otherwise terminated as provided herein. Licensee shall have the right to extend
the Term for four (4) successive five (5) year periods (the "Renewal Terms") on
the same terms and conditions as set forth herein. Each Site License shall
automatically be extended for each successive Renewal Term unless Licensee
notifies Licensor of its intention not to renew at least sixty (60) days prior
to commencement of the succeeding Renewal Term.
6. LICENSE FEES. Within fifteen (15) days of the Commencement Date and on the
first day of each month thereafter, Licensee shall pay to Licensor license fees
in accordance with each Site License ("License Fees"). License Fees for any
fractional month at the beginning or at the end of the Term or Renewal Term
shall be prorated. Any installment of License Fees shall be considered late if
not received by Licensor within fifteen (15) days of the due date and shall be
subject to a late payment charge in the amount of [CONFIDENTIAL TREATMENT
REQUESTED]of the amount of such installment. Interest shall accrue after the
date any installment of License Fees is considered late at the rate of
[CONFIDENTIAL TREATMENT REQUESTED] per month or the maximum effective variable
contract rate of interest which Licensor may from time to time lawfully charge,
whichever is less.
License Fees shall escalate by [CONFIDENTIAL TREATMENT REQUESTED]or CPI
(not to exceed [CONFIDENTIAL TREATMENT REQUESTED]per year), whichever is
greater, on the yearly anniversary of the Site License.
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7. FACILITIES; UTILITIES; ACCESS.
(a) Upon execution of a Site License, Licensee shall have the right to
erect, maintain, repair, replace, modify and operate on the applicable Premises
radio communications facilities, including without limitation air conditioned
equipment shelters and rooms, utility lines, transmission lines, electronic
equipment, radio transmitting and receiving antennas and supporting equipment
and structures thereto ("Licensee Facilities"). Upon execution of a Site
License, Licensee may install on any Site the antennas/dishes, if any, described
on the field drawings attached as EXHIBIT 1 to the applicable Site License and
the equipment shelter/room/cabinets, if any, described on the field drawings
attached as EXHIBIT 2 to such Site License and shall be entitled to replace any
thereof from time to time. In connection therewith, Licensee has the right to do
all work necessary to prepare, maintain and alter the Premises for Licensee's
business operations and to install transmission lines connecting the antennas to
the transmitters and receivers. If deemed necessary or desirable by Licensee,
Licensee may submit architectural and/or engineering plans and specifications
for each Site to Licensor, which shall be deemed approved if no response is
received from Licensor within fifteen (15) days, and which shall be incorporated
in each Site License as EXHIBIT 3 upon approval. All of Licensee's construction
and installation work shall be performed at Licensee's sole cost and expense and
in a good and workmanlike manner. Title to the Licensee Facilities shall be held
by Licensee. All of Licensee's Facilities shall remain Licensee's personal
property and are not fixtures. Licensee has the right to remove all Licensee
Facilities at its sole expense on or before the expiration or earlier
termination of each Site License; provided, Licensee repairs any damage to the
Premises caused by such removal.
(b) Licensee shall have the right to draw electricity and other
utilities from the existing utilities on the Site or obtain separate utility
service from any utility company that will provide service to the Site
(Including a standby power generator for Licensee's exclusive use). Payment of
electricity shall be made in accordance with each Site License. Licensor agrees
to sign such documents or easements as may be required by said utility companies
to provide such service to the Premises, including (if Licensor owns the site)
the grant to Licensee or to the servicing utility company at no cost to the
Licensee, of an easement in, over, across or through the Site as required by
such servicing utility company to provide utility services as provided herein.
Any easement necessary for such power or other utilities will be at a location
acceptable to Licensor and the servicing utility company.
(c) Licensee, Licensee's employees, agents, subcontractors, lenders and
invitees shall have access to the Premises without notice to Licensor
twenty-four (24) hours a day, seven (7) days a week, at no charge, subject to
reasonable security, control and safety procedures adopted from time to time by
Licensor to install, maintain, repair, modify and replace Licensee Facilities,
without the payment of additional rent. Licensor grants to Licensee, and its
agents, employees, contracts, guests and invitees, a non-exclusive right for
pedestrian and vehicular ingress and egress described in the Site License.
(d) Unless otherwise specified in the Site License, Licensor shall
maintain the Premises and tower and surrounding area in a safe condition and
shall maintain all access roadways from the nearest public roadway to the
Premises in a manner sufficient to allow pedestrian and vehicular access at all
times under normal weather conditions. Licensor shall be responsible for
3
maintaining and repairing such roadway, at its sole expense, except for any
damage caused by Licensee's use of such roadways, normal wear and tear excepted.
(e) Licensee, at its expense, may use appropriate means of restricting
access to the Licensee Facilities, provided that Licensor shall have access to
the Site and the Improvements (but not necessarily the Licensee Facilities
themselves) at all times.
(f) Licensor shall take no action which would adversely affect
Licensee's use of the Site and not violate any term of the Prime Lease, if any,
which would give the prime landlord the right, with passage of time and/or
giving of notice to terminate the Prime Lease and comply with all rules and
regulations of the FCC and FAA and all federal, state and local laws governing
the Premises and the Site.
8. INTERFERENCE.
(a) Based upon information which shall be supplied by Licensor prior to
the execution of any Site License and included in such Site License as EXHIBIT
5, Licensee will evaluate the possibility of interference to the Licensee
Facilities at the Site from Licensor's current use of the Site and from other
existing uses of the Site. Licensee shall operate the Licensee Facilities in a
manner that will not cause interference to Licensor and other licensees of the
Site, provided that their installations predate that of the Licensee Facilities.
All operations by Licensee shall be in compliance with all FCC requirements.
(b) Subsequent to the installation of the Licensee Facilities, Licensor
shall not permit itself or its licensees to install new equipment on the
Premises or property contiguous thereto owned or controlled by Licensor, if such
equipment is likely to cause interference with Licensee's operations. Such
interference shall be deemed a material breach by Licensor. In the event
interference occurs, Licensor agrees to take all action necessary to eliminate
such interference, within thirty (30) days; provided, however, that if such
interference cannot reasonably be eliminated within such 30-day period, then
Licensor shall have such additional time as is necessary for the Licensor to
eliminate such interference, as long as Licensor promptly institutes the action
necessary to eliminate such interference and diligently pursues such action to
completion. In the event Licensor fails to comply with this paragraph, Licensee
may terminate the affected Site License and/or pursue any other remedies
available under this Agreement and the Site License, at law, and/or at equity,
including injunctive relief.
9. TESTS AND CONTINGENCIES.
(a) Licensor acknowledges that Licensee's ability to use any Premises
is contingent upon their suitability for Licensee's intended use from both an
economic and a technical engineering basis and Licensee's ability to obtain any
and all governmental licenses, permits, approvals, or other relief required or
deemed necessary or appropriate by Licensee for such use (the "Governmental
Approvals") and any other consents required for Licensee's use of such Premises
by the contingency date set forth in the Site License; provided that Licensee
shall have the right, without obligation, to appeal any denial of any such
Governmental Approval and the contingency date for obtaining Governmental
Approvals shall be extended until such time as a final non-appealable decision
is rendered.
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(b) Licensee may within ninety (90) days from the date of any Site
License, order a title search and/or survey of the Site or the Premises which is
a part thereof to determine if there are any conditions, liens, easements,
restrictions, encroachments, overlaps or other rights or grants which interfere
with Licensee's intended use and enjoyment of the Premises. If a survey is
performed, in the event of any inconsistency between the Site License and the
survey, Licensor shall make such amendments to the Site License and adjustments
in the location of the Premises as shall be reasonably necessary for Licensee's
use and satisfactory to Licensor and Licensee. If the title search or the survey
discloses any matters which Licensee deems unsuitable or which interfere with
Licensee's use and enjoyment of the Premises, Licensor shall cure such defects
within sixty (60) days or elect to allow Licensee to terminate the Site License.
The cost and expense for any title or survey work shall be borne by Licensee.
Licensee may obtain title insurance on its interest in the Premises. Licensor
shall cooperate by executing documentation required by the title insurance
company and reasonably acceptable to Licensor.
(c) Licensee is permitted, at its option, to obtain within ninety (90)
days after the date of any Site License, at Licensee's expense, satisfactory
soil boring, percolation or other tests or reports of the Premises as are deemed
appropriate by Licensee to determine the physical characteristics and conditions
thereof. Any such tests or reports shall indicate, to Licensee's reasonable
satisfaction, that the Premises are suitable for Licensee's use.
(d) Upon written request given by Licensee to Licensor, Licensor shall
use diligent efforts to obtain within ninety (90) days from the date of any Site
License and, at its sole expense, a non-disturbance agreement from each
mortgagee of any interest in the Premises and the prime landlord, if any, of the
Premises, other than for a mortgagee of Licensee's leasehold interest in the
Premises, which non-disturbance agreement shall be in substantially the form
attached hereto as EXHIBIT B or other form acceptable to Licensee.
(e) Licensee may perform radio frequency propagation tests, confirm
availability of utilities and easements for ingress and egress, tower capacity
and the environmental conditions of the Premises.
(f) If any of the contingencies of this Paragraph 9 are not satisfied
within any applicable time period or waived by Licensee in writing, Licensee
shall have the right, without obligation, to terminate the related Site License
thereafter and render it null and void from and after the date of termination.
10. TAXES. If personal property taxes are assessed against the Premises,
Licensee shall pay any portion of such taxes directly attributable to the
Licensee Facilities located on a particular Site. Licensor shall pay all real
property taxes, assessments and deferred taxes on the Site.
11. WAIVE OF LICENSOR'S LIEN.
(a) Licensor waives any lien rights it may have against the Licensee
Facilities and Licensee has the right to remove the same at any time without
Licensor's consent.
(b) Licensor acknowledges that Licensee may have entered into a
financing arrangement including promissory notes and financial and security
agreements for the financing of the Licensee Facilities (the "Collateral") with
a third party financing entity (and may in the future
5
enter into additional financing arrangements with other financing entities). In
connection therewith, Licensor (i) consents to the installation of the
Collateral; (ii) disclaims any interest in the Collateral, as fixtures or
otherwise; and (iii) agrees that the Collateral shall be exempt from execution,
foreclosure, sale, levy, attachment, or distress for any License Fees due or to
become due and that such Collateral may be removed at any time without recourse
to legal proceedings.
12. TERMINATION. A Site License may be terminated as follows: (i) by either
party upon a default of any covenant or term thereof by the other party, which
default is not cured within sixty (60) days of receipt of written notice of
default, provided that the grace period for any monetary default is ten (10)
days from receipt of notice of such default; or (ii) upon giving Licensor thirty
(30) days prior written notice if Licensee is unable to obtain or maintain any
license, permit or other approval necessary for the construction and operation
of Licensee Facilities without further liability under such Site License after
the effective date of termination; or (iii) upon giving Licensor thirty (30)
days prior written notice if Licensee is unable to occupy and utilize the
Premises due to an action of the FCC which adversely and economically affects
Licensee's business at this Site, including without limitation, a take back of
channels or change in frequencies, without further liability under such Site
License after the effective date of termination; or (iv) on or prior to the
first anniversary of the Commencement Date, upon giving Licensor one hundred
eighty (180) days prior written notice if Licensee determines that the Premises
are not appropriate for its operations for economic or technological reasons,
including, without limitation, signal interference, without further liability
under such Site License after the effective date of termination. Upon any
default by Licensor, in addition to the foregoing remedies, Licensee may, at its
option, elect to cure Licensor's default, in which event Licensee shall have the
right to offset any and all reasonable costs incurred in curing Licensor's
default against any License Fees or other amounts due Licensor.
13. EVENT OF DEFAULT; REMEDIES.
(a) In the event of a monetary default by the Licensee, Licensor shall
give Licensee written notice of said default, and Licensee shall have ten (10)
days from the date of receipt of said notice within which to cure the default.
In the event of any other default by the Licensee, Licensor shall give Licensee
written notice of said default, and Licensee shall have sixty (60) days from the
date of receipt of said notice within which to cure the default. If the Licensee
fails to cure the default, Licensor shall have the right to enter the Site and
to disable and remove any and all of the Licensee's Facilities from the Site.
Licensor shall then have the right to store the Licensee's Facilities, and the
Licensee shall indemnify and hold the Licensor harmless from the costs of
removal and storage.
(b) In addition to the remedies contained in paragraph (a), Licensor
shall have available to it all rights and remedies provided by law, in equity or
by statute. No right or remedy is intended to be exclusive of any other right or
remedy, and the Licensor's election of a specific remedy shall not preclude it
from using any other remedy available to it by statute or equity.
(c) In the event that the Licensor uses collection action to recover
any money owed to it by Licensee, Licensee agrees to pay the costs of
collection, including Licensor's reasonable attorney's fees.
6
14. DESTRUCTION OR CONDEMNATION. If the Premises or Licensee Facilities are
damaged, destroyed, condemned or transferred in lieu of condemnation, Licensee
may elect to terminate the affected Site License as of the date of the damage,
destruction, condemnation or transfer in lieu of condemnation by giving notice
to Licensor no more than forty-five (45) days following the date of such damage,
destruction, condemnation or transfer in lieu of condemnation. If Licensee
chooses not to terminate the Site License, License Fees shall be reduced or
abated on a per diem basis in proportion to the actual reduction or abatement of
use of the Premises. Licensor and Licensee shall each be entitled to pursue
their own separate awards in the event of a taking of a Site. Notwithstanding
the foregoing, in the event the Premises are damaged or destroyed, Licensee
shall not terminate the Site License covering such Premises if: (a) within
forty-five (45) days after the date of such damage or destruction, Licensor
elects to repair, restore or rehabilitate the Premises; (b) so notifies Licensee
in writing; (c) commences and diligently pursues such repair; (d) such repair
can be reasonably completed within a period of time not to exceed thirty (30)
days, but if it cannot be reasonably completed within that period of time, in no
event longer than ninety (90) days; and (e) Licensor secures, at Licensor's
expense, a suitable temporary facility for Licensee.
15. INSURANCE. Licensee, at Licensee's sole cost and expense, shall procure and
maintain on the Premises and on the Licensee Facilities (to include the
equipment, shelter, room and cabinets), bodily injury and property damage
insurance with a combined single limit of at least One Million and 00/100
Dollars ($1,000,000.00) per occurrence. Such insurance shall insure, on an
occurrence basis, against liability of Licensee, its employees and agents
arising out of or in connection with Licensee's use of the Premises, all as
provided for herein. Licensor, at Licensor's sole cost and expense, shall
procure and maintain on the Site, bodily injury and property damage insurance
with a combined single limit of at least One Million Dollars ($1,000,000.00) per
occurrence. Such insurance shall insure, on an occurrence basis, against
liability of Licensor, its employees and agents arising out of or in connection
with Licensor's use, occupancy and maintenance of the Site. Each party shall be
named as an additional insured on the other's policy. Each party shall provide
to the other a certificate of insurance evidencing the coverage required by this
paragraph within thirty (30) days of the Commencement Date.
16. WAIVER OF SUBROGATION. Licensor and Licensee release each other and their
respective principals, officers, directors, employees, representatives and
agents, from any claims for damage to any person or to the Premises or to the
Licensee Facilities thereon caused by, or that result from, risks insured
against under any insurance policies carried by the parties and in force at the
time of any such damage. Licensor and Licensee shall cause each insurance policy
obtained by them to provide that the insurance company waives all right of
recovery by way of subrogation against the other in connection with any damage
covered by any policy. Neither Licensor nor Licensee shall be liable to the
other for any damage caused by fire or any of the risks insured against under
any insurance policy required by Paragraph 15.
17. ASSIGNMENT AND SUBLETTING. Licensee may not assign, or otherwise transfer
all or any part of its interest in this Agreement or any Site License or in the
Premises without the prior written consent of Licensor; provided, however, that
Licensee may assign its interest to its parent company, any subsidiary or
affiliate of it or its parent company or to any successor-in-interest or entity
acquiring fifty-one percent (51%) or more of its stock or assets, subject to any
financing entity's interest, if any, in this Agreement as set forth in Paragraph
11 above. Licensor may
7
assign this Agreement or any Site License upon written notice to Licensee,
subject to the assignee assuming all of Licensor's obligations herein, including
but not limited to, those set forth in Paragraph 11 above. Notwithstanding
anything to the contrary contained in this Agreement, Licensee may assign,
mortgage, pledge, hypothecate or otherwise transfer without consent its interest
in this Agreement or Site License to any financing entity, or agent on behalf of
any financing entity to whom Licensee (i) has obligations for borrowed money or
in respect of guaranties thereof, (ii) has obligations evidenced by bonds,
debentures, notes or similar instruments, or (iii) has obligations under or with
respect to letters of credit, bankers acceptances and similar facilities or in
respect of guaranties thereof. Upon notification to Licensor by Licensee of any
such assignment, Licensee shall be relieved of all future performance,
liabilities and obligations under such Site License. Licensee may not otherwise
assign or sublet any Site License without Licensor's consent, which shall not be
unreasonably withheld or delayed.
18. WARRANTY OF TITLE AND QUIET ENJOYMENT. Licensor warrants that: (i) Licensor
owns or has good leasehold interests in the Sites and has unrestricted rights,
based upon the public deed records, of access, ingress and egress thereto; (ii)
Licensor has full right to make and perform this Agreement and each Site License
entered into pursuant to the terms hereof; and (iii) Licensor covenants and
agrees with Licensee that upon Licensee paying the License Fees and observing
and performing all the terms, covenants and conditions on Licensee's part to be
observed and performed, Licensee may peacefully and quietly enjoy the Premises.
Licensor agrees to indemnify and hold harmless Licensee from any and all claims
against Licensee's interest in each Site License made by persons lawfully
claiming from, through or under Licensor, but not otherwise.
19. REPAIRS. Licensee shall not be required to make any repairs to the Premises
or Site unless such repairs shall be necessitated by reason of the default or
neglect of Licensee. Upon expiration or termination of each Site License,
Licensee shall restore the Premises to the condition in which it existed upon
execution hereof, reasonable wear and tear and loss by casualty or other causes
beyond Licensee's control excepted.
20. HAZARDOUS SUBSTANCES. Licensee agrees that it will not use, generate, store
or dispose of any Hazardous Material on, under, about or within any Site in
violation of any law or regulation. Licensor represents, warrants and agrees (1)
that neither Licensor nor, to Licensor's knowledge, any third party has used,
generated, stored or disposed of, or permitted the use, generation, storage or
disposal of, any Hazardous Material on, under, about or within any Site except
as disclosed on any Site License, and (2) that Licensor will not, and will not
permit any third party to use, generate, store or dispose of any Hazardous
Material on, under, about or within any Site in violation of any law or
regulation. Licensor and Licensee each agree to defend, indemnify and hold
harmless the other and the other's partners, affiliates, agents and employees
against any and all losses, liabilities, claims and/or costs (including
reasonable attorneys' fees and cost) arising from any breach of any
representation, warranty or agreement contained in this paragraph. In addition,
Licensor shall defend, indemnify and hold harmless Licensee from all other
losses, liabilities, claims and/or costs arising from or related to the
environmental condition of the Site, including costs of remediation, which are
not the result of any act of Licensee. As used in this paragraph, "Hazardous
Material" shall mean petroleum or any petroleum product, asbestos, any substance
known by the state in which any Site is located to cause cancer and/or
reproductive toxicity, and/or any substance, chemical or waste that is
identified as hazardous, toxic or
8
dangerous in any applicable federal, state or local law or regulation. This
paragraph shall survive the termination of this Agreement.
21. LIABILITY AND INDEMNITY. Licensee shall indemnify and hold Licensor harmless
from all claims (including attorney's fees, costs and expenses of defending
against such claims) arising or alleged to arise from the acts or omissions of
Licensee or Licensee's agents, employees, licensees, invitees or contractors
occurring in or about the Site. Licensor shall indemnify and hold Licensee
harmless from all claims (including attorneys' fees, costs and expenses of
defending against such claims) arising or alleged to arise from the acts or
omissions of Licensor or Licensor's agents, employees, licensees, invitees,
contractors or other tenants occurring in or about the Premises. In no event
shall the liability of Licensee or Licensor under this Agreement include damages
for lost profits, consequential or punitive damages. The duties and liabilities
described in this Paragraph 21 survive termination of this Agreement.
22. MISCELLANEOUS.
(a) This Agreement together with each Site License entered into
pursuant to the terms hereof constitutes the entire agreement and understanding
between the parties, and supersedes all offers, negotiations and other
agreements concerning the subject matter contained herein. Any amendments to
this Agreement and each Site License must be in writing and executed by both
parties.
(b) If any provision of this Agreement or any Site License is invalid
or unenforceable with respect to any party, the remainder of this of this
Agreement and/or Site License or the application of such provision to persons
other than those as to whom it is held invalid or unenforceable, shall not be
affected and each provision of this Agreement and/or Site License shall be valid
and enforceable to the fullest extent permitted by law.
(c) This Agreement and each Site License shall be binding on and inure
to the benefit of the successors and permitted assignees of the respective
parties.
(d) Any notice or demand required to be given herein shall be made by
certified or registered mail, return receipt requested, or reliable overnight
courier to the address of the respective parties set forth below:
Licensor: SIGNAL ONE, LLC
0000 Xxxxxx Xxxx
Xxxxxx Xxxxxxxx, Xxxxx 000
Xxxxxxxxxxx, XX 00000-0000
000-000-0000
Licensee: TRITEL COMMUNICATIONS, INC.
Xxxxxxx X. Xxxxxx, Director of Site Acquisition
0000 Xxxxxxxxxx Xxxx
Xxxxxxx, XX 00000
(000) 000-0000
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Any such notice or demand shall be deemed to have been given if mailed, on the
expiration of forty-eight (48) hours after the date mailed, or if sent by
overnight courier, on the expiration of twenty-four (24) hours after the date
sent by overnight courier. Any party may change such party's address for
purposes of this Agreement by giving notice of such change to the other parties
pursuant to this paragraph.
(e) Each Site License and this Agreement as applied to that Site
License shall be construed in accordance with the laws of the State of
Tennessee.
(f) Licensor acknowledges that a Memorandum of Lease in substantially
the form annexed hereto as EXHIBIT C may be recorded by Licensee, at Licensee's
sole expense, in the Official Records of the city or county where the Premises
is located.
(g) In any case where the approval or consent of one party hereto is
required, requested or otherwise to be given under this Agreement or any Site
License, such party shall not unreasonably delay or withhold its approval or
consent.
(h) The prevailing party in any litigation arising hereunder or under
any Site License shall be entitled to its reasonable attorney's fees, expert
witness fees and court costs, including appeals, if any.
(i) If either party is represented by a real estate broker in this
transaction, that party shall be fully responsible for any fee due such broker,
and shall hold the other party harmless from any claims for commission by such
broker. (j) All Riders and Exhibits annexed hereto form material parts of this
Agreement and each Site License.
(k) This Agreement and any Site License may be executed in duplicate
counterparts, each of which shall be deemed an original.
23. MARKING AND LIGHTING REQUIREMENTS.
(a) Licensor shall be responsible for compliance with all marking and
lighting requirements of the Federal Aviation Administration ("FAA") and the FCC
provided that if the requirement for compliance results from Licensee's
Facilities, Licensee shall pay for such reasonable costs and expenses (including
for any lighting automated alarm system). Should Licensee be cited because the
Site is not in compliance and, should Licensor fail to cure the conditions of
noncompliance, Licensee may either terminate the affected Site License or
proceed to cure the conditions of noncompliance at Licensor's expense, which
amounts may be deducted from the License Fees or otherwise obtained from
Licensor.
(b) If lighting requirements apply and a lighting automatic alarm
system has been installed by Licensor, Licensor shall allow Licensee to
bridge-in to the system to permit a parallel alarm or to install a second alarm
(to the extent permitted under the Prime Lease) if a bridge would interfere with
Licensor's alarm. Licensee shall be responsible for the cost and expense of
maintaining the bridge or parallel alarm. Notwithstanding anything in this
Paragraph
10
23(b), the responsibility for compliance with FAA and FCC requirements shall
remain with Licensor as provided in Paragraph 23(a) above.
24. RADIO FREQUENCY EXPOSURE SAFETY PLAN. Licensee acknowledges and understands
that Licensor has installed or may install certain signage and/or physical
barriers pertaining to radio frequency exposure from Licensor's transmitter and
other equipment. Licensee shall instruct all of its personnel and its
contractors performing work at the Site to read carefully all such signage, to
follow the instructions provided in such signage, and to honor all physical
barriers. In no event shall Licensee's personnel or contractors tamper with any
such signage or barriers. Licensee shall be responsible for placement of signage
or physical barriers at or near Licensee's Facilities at the Site in order to
comply with applicable FCC radio frequency exposure guidelines. Licensor agrees
that it shall cooperate with Licensee in these efforts and that Licensor shall
instruct its personnel and contractors performing work at the Site to read
carefully all such signage, to follow the instructions provided in such signage,
and to honor all physical barriers. In no event shall Licensor's personnel or
contractors tamper with any such signage or barriers. Licensor and Licensee
shall cooperate in good faith to minimize any confusion or unnecessary
duplication that could result from similar signage being posted respecting other
carriers' transmission equipment (if any) at or near the Site. Licensee shall
complete the Questionnaire in substantially the form annexed hereto as EXHIBIT D
may be recorded by Licensee, at Licensee's sole expense, in the Official Records
of the city or county where the Premises is located.
IN WITNESS WHEREOF, the parties have executed this Master License
Agreement as of the date first above written.
LICENSOR: LICENSEE:
By:.............................. By:...................................
Xxxxx X. Xxxxxxxx, Xx
Title:........................... Title: Executive Vice President
and Chief Operating Offer
Date:............................ Date:.................................
Tax ID#.......................... Tax ID#...............................
11
License ID #: TN0504T0791 Tenant ID #:T079
EXHIBIT A
SITE LICENSE
This Site License to the Master License Agreement dated December 31,
1998 ("Agreement"), between SIGNAL ONE, LLC ("Licensor") and TRITEL
COMMUNICATIONS, INC. ("Licensee") is executed this ____ day of March, 1999. This
License Supersedes all previous Agreements, both verbal and written between the
parties for this Site.
1. Site Name/Number: TN0504 Chattanooga/Xxxxxxxxx Gap Park
2. Name of Licensor: Signal One, LLC
3. Name of Licensee: Tritel Communications, Inc.
4. Site Street Address: 0000 Xxxxxxx Xxxxx
5. Equipment: See Exhibit 1 attached
6. Site Latitude and Longitude: 35(degree) 01' 58" 85(degree) 06' 14"
7. Mounting Height: 170 feet (portal at 160 feet) AGL
8. Commencement Date: Upon installation of equipment, but no
later than 5/1/99
9. Monthly License Fees: [CONFIDENTIAL TREATMENT REQUESTED]
10. Escalation: The greater of [CONFIDENTIAL TREATMENT
REQUESTED] or [CONFIDENTIAL TREATMENT
REQUESTED], but not to exceed
[CONFIDENTIAL TREATMENT REQUESTED]
annually
11. Term: Five (5) Years
12. Electricity: By Separate Meter
13. Site Ownership: LicensorLeased (Copy of Underlying Land
Lease Attached as Exhibit 5
14. Special Access Requirements: N/A
15. Existingc Environmental Issues: N/A
16. Licensor Contact Xxxxx Xxxxxx Day(423) 9541111
Emergency Access: Pager (000) 0000000
17. Licensee Contact for Emergency: Xxx Xxxxxx Ph # (000) 0000000
LICENSOR: LICENSEE:
SIGNAL ONE, LLC TRITEL COMMUNICATIONS, INC.
By:_________________________________ By:________________________________
Printed Name: C. Xxxx Xxxxx Printed Name: Xxxxx X. Xxxxxxxx, Xx.
Title: Chief Operating Officer Title: Executive Vice
President/COO
Date:_______________________________ Date:_______________________________
2
EXHIBITS
The following Exhibits are acknowledged and are hereby incorporated
In this Site License Agreement
Exhibit 1 Licensee's Equipment to be installed at that site
Exhibit 2 RF MPE Questionnaire to be completed by Licensee
Exhibit 3 Tritel Standard Entry Agreement
Exhibit 4 Copy of Site Development Plan/Survey
Exhibit 5 Copy of Underlying Land Lease
Licensor Licensee
------------------ ----------------
Initials Initials
3
EXHIBIT 1
Licensee's Equipment to be installed at the Site (Attached)
Licensor Licensee
------------------ ----------------
Initials Initials
4
EXHIBIT 2
RF MPE Questionnaire to be completed by Licensee (Attached)
Licensor Licensee
------------------ ----------------
Initials Initials
5
SIGNAL ONE
RF RADIATION MPE EVALUATION QUESTIONNAIRE
(MAXIMUM PERMISSIBLE EXPOSURE)
Name of
Licensee:_________________________ Contact:______________________________
License
Today's Date:_____________ Expiration Date:___________________________________
Call Sign: ____________ Site Name: ________________________________________
Antenna Location:_____________________________________________________________
(Lat., long., or UTM)
Mailing Address: _____________________________________________________________
Phone No: (____) ______________________Fax No: (____) _______________________
email: ______________________________________________________________________
Emission
Transmit Frequency (MHz): _____________________ Designator: _______________
Transmitter RF Output Power (W): ____________________________________________
Antenna Gain (DB): _________________________Line Loss:_______________________
Type of Antenna Feed Line:____________________________________________________
(e.g. coax, hardline, openwire, direct end feed, waveguide)
Type of Antenna:
______________________________________________________________________________
(e.g. dipole, vertical, beam, parabolic dish)
Height of Antenna on Tower:___________________________________________________
Is this a Directional Antenna? Yes [ ] No [ ]
If Yes, what is the Beam Width (Degrees)?__________________
Return Completed Questionnaire To: Signal One, LLC
0000 Xxxxxx Xxxx
Xxxxx 000
Xxxxxxxxxxx, XX 00000
OR Via Facsimile to: (000) 0000000
ATTN: Xxxxxxxx Xxxxx
6
EXHIBIT 3
Tritel Standard Entry Agreement (Attached)
Licensor Licensee
------------------ ----------------
Initials Initials
7
Site: Chattanooga/Xxxxxxxxx Gap Park Site ID: TN0504
ENTRY AGREEMENT
THIS AGREEMENT ("Agreement") is made and entered into as of the ____
day of March, 1999 by and between Signal One, LLC, "Landowner or Ground Lessor",
and Tritel Communications, Inc. "TRITEL", concerning the Site identified above.
X. XXXXXX has an interest in subleasing the Property for use as a tower
or antenna site for the receipt and transmission of wireless communications
signals; and
B. In order for TRITEL to determine the viability and feasibility of
the Property as a tower or antenna site, it is necessary for employees, agents
or independent contractors of TRITEL to enter upon and inspect the Property
and/or temporarily locate communications equipment on the Property to conduct
short term radio propagation tests.
X. XXXXXX desires to provide for the entry upon, inspection and/or
testing activities, and other applications concerning the Property pursuant to
the terms contained in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises, covenants,
undertakings, and other considerations set forth in this Agreement, Landowner or
Ground Lessor and TRITEL agree as follows:
1. Consent. Landowner or Ground Lessor consents and agrees that TRITEL,
its employees, agents, and independent contractors ("Authorized Parties") may
enter upon the Property to conduct and perform the following activities
("Permitted Activities"): radio propagation studies. TRITEL agrees to be
responsible for any and all costs related to the Permitted Activities, including
installation on and operation and removal of equipment on the Property.
2. Access. Landowner or Ground Lessor agrees that the Authorized
Parties may enter upon 24 hours prior notice to Landowner or Ground Lessor.
TRITEL shall conduct the Permitted Activities with minimal interference with the
business activities being conducted on the Property.
3. Removal of Property. TRITEL agrees that it will, upon the conclusion
of the term of this Agreement, remove any equipment installed on the Property as
a part of the Permitted Activities, repair any damage to the Property that might
have been caused in connection with any of the Permitted Activities, and will
return the Property to the condition it was in before TRITEL's entry onto the
Property. In the event that any equipment installed on the Property by TRITEL is
not timely removed, Landowner or Ground Lessor will have the right to remove
such equipment and TRITEL agrees to be responsible for the reasonable costs of
such removal.
4. Indemnity. TRITEL agrees to indemnify, save harmless, and defend its
directors, officers, employees, and property management agent, if any, from and
against any and all claims, actions, damages, liability and expense in
connection with personal injury and/or damage to property arising from or out of
any occurrence in, upon or at the Property caused by the act or
8
omission of the Authorized Parties in conducting the Permitted Activities. Any
defense conducted by TRITEL of any such claims, actions, damages, liability, and
expense will be conducted by attorneys chosen by TRITEL, and TRITEL will be
liable for the payment of any and all court costs, expenses of litigation,
reasonable attorneys' fees and any judgment that may be entered therein.
5. Governing Law. The parties agree that the interpretation and
construction of this Agreement shall be governed by the laws of the state in
which the Property is located, without regard to such state's conflict of laws
provisions.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement to
be effective as of the day and year first above written.
TRITEL COMMUNICATIONS, INC. SIGNAL ONE, LLC
By:________________________________ By: _______________________________
Name: Xxxxx X. Xxxxxxxx, Xx. Name: C. Xxxx Xxxxx
------------------------------ ------------------------------
Title: Executive Vice President/COO Title: Chief Operating Officer
----------------------------- ------------------------------
Date:______________________________ Date:______________________________
9
EXHIBIT 4
Copy of Site Development Plan/Survey (Attached)
Licensor Licensee
------------------ ----------------
Initials Initials
10
SITE SURVEY HERE
11
EXHIBIT 5
Copy of Underlying Land Lease (Attached)
Licensor Licensee
------------------ ----------------
Initials Initials
12
LAND LEASE AGREEMENT
Summit, TN Site No.: TN-060-98
THIS AGREEMENT, made this ___ day of _______________, 1997, between the
City of Chattanooga, Department of Public Works ("Landlord"), and SIGNAL ONE
CORPORATION, a Tennessee Corporation ("Tenant"):
1. PROPERTY. Landlord is the owner of certain real property located in
Xxxxxxxx County, State of Tennessee, and Tenant desires to lease a portion of
such real property, together with a rightofway thereto as hereinafter described
(such portion of real property and such rightofway being hereinafter called the
"Premises"). The Premises are more specifically depicted in, and substantially
shown on Exhibit "A" attached hereto and made a part hereof. A copy of the
survey of the property will be provided upon its completion and attached hereto
as Exhibit "B. "
2. PREMISES AND TERM. In consideration of the obligation of Tenant to
pay rent as hereinafter provided and in consideration of the other terms,
provisions and covenants hereof, Landlord hereby demises and leases to Tenant
and Tenant hereby takes from Landlord, the Premises, together with all rights,
privileges, easements, and appurtenances belonging or in any way pertaining
thereto, TO HAVE AND TO HOLD the same for a primary term of twenty (20) years,
commencing upon the receipt of building permits by Signal One Corporation or on
February 1, 1998, whichever first occurs.
3. RENEWAL. The term of this Lease Agreement will automatically renew
for ONE renewal term of twenty (20) years to begin upon the expiration of the
Primary Term unless either party gives a sixty (60) day notice of cancellation.
All of the other terms, provisions and covenants of this Lease Agreement shall
apply to the Renewal Term.
4. RENT.
(a) Tenant shall pay rent to Landlord at the rate of DOLLARS PER
MONTH commencing upon the receipt of building permits by Signal One Corporation
or on February 1, 1998, whichever first occurs. A monthly rental payment shall
be due and payable on or before the tenth day of each succeeding calendar month
during the Primary Term and any Renewal Term. The rent shall escalate at the
rate of each year on the anniversary date of the Lease.
(b) All payments of rent shall be made to Landlord as the same shall
become due in lawful money of the United States of America at the address
specified in Section 18 of this Lease Agreement, or to such other party or at
such other address as may be designated by Landlord by written notice delivered
to Tenant at least ten (10) days prior to the next ensuing monthly rental
payment date.
5. USE.
(a) The premises are being leased for the purposes of erecting,
installing, operating, and maintaining radio and communications towers,
buildings, and equipment. At all times during the term of this Lease Agreement,
Tenant shall have free access to the Premises
13
seven days a week, 24 hours a day, for these purposes and, if the Premises are
not conterminous with the entire parcel for which a legal description is
provided on Exhibit "A" and "B", shall at all times have an easement over the
parcel of land owned by Landlord that contains the Premises in order to have
free access to the Premises and for necessary utilities.
(b) Tenant shall have the right to sublease or grant licenses to use
the radio tower or any structure or equipment on the Premises but no such
sublease or license shall relieve Lessee from its obligation under this Lease
Agreement.
(c) If, at any time during the term of this Lease Agreement, the
Federal Aviation Administration, Federal Communications Commission, or other
governmental agency changes its regulations and requirements so that Tenant may
no longer use the Premises for the purposes originally intended, Tenant shall
have the right to terminate this Lease Agreement upon written notice to Landlord
and payment of rent through date of removal of the radio and communications
tower, building, equipment, and related items. In the event tenant terminates
this lease for any reason, then tenant shall have the responsibility to remove
all said property at its own expense.
6. UTILITY CHARGES. Tenant shall pay all charges incurred for the use
by Tenant of utility services at the Premises including, without limitation,
gas, electricity, water, sewer, and telephone.
7 INSURANCE.
(a) Tenant shall insure against property damage and bodily injury
arising by reason of occurrences on or about the Premises in the amount of not
less than One Million ($1,000,000.00) Dollars.
(b) The insurance coverage provided for herein may be maintained
pursuant to master policies of insurance covering other tower locations of
Tenant and its corporate affiliates. All insurance policies required to be
maintained by Tenant hereunder shall be with responsible insurance companies
authorized to do business in the state where the Premises are located if
required by law, shall name the Landlord as an additional insured, as
appropriate, and shall provide for cancellation only upon ten (10) days' prior
written notice to Landlord. Tenant shall evidence such insurance coverage by
delivering to Landlord, if requested, a copy of all such policies or, at
Tenant's option, certificates in lieu thereof issued by the insurance companies
underwriting such risks.
PLEASE NOTE - PAGE 5 MISSING
12. DEFAULT.
(a) The following events shall be "Events of Default" under this
Lease Agreement:
(1) Tenant shall fail to pay any installment of rent hereby
reserved as and when the same shall become due and shall not cure such default
within ten (10) days after written notice thereof is given by Landlord to
Tenant;
14
(2) Tenant shall fail to comply with any term, provision or
covenant of this Lease Agreement, other than the payment of rent, and shall not
cure such failure within thirty (30) days after written notice thereof is given
by Landlord to Tenant.
(b) Upon occurrence of any Event of Default, Landlord shall have the
option to pursue any one or more of the following remedies without any notice or
demand whatsoever:
(1) Terminate this Lease Agreement, in which event Tenant shall
immediately surrender the Premises;
(2) Enter upon and take possession of the Premises and remove
Tenant and other
persons who may be occupying the Premises, by force if necessary;
(3) Enter upon the Premises, without being liable for any claim
for damages, and do whatever Tenant is obligated to do under the terms of this
Lease Agreement; and Tenant agrees to reimburse Landlord on demand for any
expenses which Landlord may incur in thus effecting compliance with Tenant's
obligations hereunder.
13. RIGHT OF INSPECTION. Landlord and its agents and representatives
shall be entitled to enter upon and inspect the Premises at any time during
normal business hours, provided only that such inspection shall not unreasonably
interfere with Tenant's business.
14. WARRANTY OF TITLE AND QUIET ENJOYMENT.
(a) Landlord represents and warrants that it is the owner in fee
simple of the Premises, and that it alone has the full right to lease the
Premises for the term set out herein. Landlord further represents and warrants
that Tenant, on paying the rent and performing its obligations hereunder, shall
peaceably and quietly hold and enjoy the Premises for the term of this Lease
Agreement, including the Renewal Term, without any hindrance, molestation or
ejection by Landlord, its successors or assigns, or those claiming through them.
(b) During the term of this Lease Agreement, Landlord covenants and
agrees that it will not grant, create or suffer any claim, lien, encumbrance,
easement, restriction, or other charge or exception to title to the Premises
without the prior written consent of Tenant; provided, however, that it is
expressly agreed and understood that Landlord may subject its interest in the
Premises to a first mortgage loan if the lender shall agree for itself, its
successors and assigns, by written instrument to be bound by the terms of this
Lease Agreement; not to disturb Tenant's use or possession of the Premises in
the event of a foreclosure of such lien or encumbrance so long as Tenant is not
in default hereunder; and not to join Tenant as a party defendant in any such
foreclosure proceeding taken by it.
15. HOLDING OVER BY TENANT. Should Tenant or any assigns, sublessee or
licensee of Tenant hold over the Premises or any part thereof after the
expiration of the Primary Term or Renewal Term hereof, unless otherwise agreed
to in writing, such holdover shall constitute and be construed as a tenancy from
monthtomonth only, but otherwise upon the same terms and conditions.
15
16. RIGHT OF FIRST REFUSAL. If during the term of this Lease Agreement,
including the Renewal Term, the Landlords shall have received a bona fide offer
to purchase the Premises from any third party, the Landlord shall serve a notice
upon the Tenant. The notice shall set forth the exact terms of the offer so
received, together with a copy of such offer, and shall state the desire of the
Landlord to sell the Premises on such terms and conditions. Thereafter, the
Tenant shall have the right and option to purchase the Premises at the price and
upon the terms and conditions specified in the offer. If the Tenant desires to
exercise its option, it shall give notice to that effect to the Landlord within
thirty (30) days after receipt of the Landlord's notice. The Tenant's failure to
give timely notice shall be deemed a waiver of its right of first refusal.
17. LENDERS' CONTINUATION RIGHTS.
(a) Landlord recognizes the leases of all tower lessees and will
permit each of such lessees to remain in occupancy of its premises
notwithstanding any default hereunder by Lessee, so long as each such respective
lessee is not in default under the lease covering its premises.
(b) Landlord hereby agrees to subordinate any lien or security
interest which it may have which arises by law or pursuant to this Lease
Agreement to the lien and security interest of Tenant's mortgagee in the
collateral securing all indebtedness at any time owed by Tenant to its
mortgagee, and furthermore agrees that upon an event of default under the loan
documents between Tenant and its mortgagee or this Lease Agreement, Tenant's
mortgagee shall be fully entitled to exercise its rights against the Collateral
prior to the exercise by the Landlord of any rights which it may have therein,
including, but not limited to, entry upon the Premises and removal of the
Collateral free and clear of the Landlords' lien and security interest.
18. NOTICE AND PAYMENTS. Any notice, document or payment required or
permitted to be delivered or remitted hereunder or by law shall be deemed to be
delivered or remitted when deposited in the United States mail, postage prepaid,
addressed to the parties hereto at the respective addresses set out below, or at
such other address as they shall have theretofore specified by written notice
delivered in accordance herewith:
LANDLORD: City of Chattanooga
Department of Public Works
Xxxxx 000, Xxxx Xxxx
Xxxxxxxxxxx, XX 00000
TENANT: Signal One Corporation
0000 Xxxxxx Xxxx, Xxx. 000
Xxxxxxxxxxx, XX 00000
19. PROPERTY TAXES. TENANT SHALL BE RESPONSIBLE FOR MAKING ANY
NECESSARY RETURNS FOR AND PAYING ANY AND ALL PROPERTY TAXES OF ANY KIND OR
NATURE. THE TENANT SHALL NOTIFY THE XXXXXXXX COUNTY ASSESSOR OF TAXES OF ITS
LEASE HOLD INTEREST IN THE PROPERTY SO THAT A TIMELY ASSESSMENT OF ITS INTEREST
MAY BE MADE.
20. MISCELLANEOUS. This Lease Agreement contains the entire agreement
of the parties hereto with respect to the subject matter hereof and can be
altered, amended, or modified
16
only by written consent executed by all parties, and shall be governed by the
laws of the state of Tennessee.
17
IN WITNESS WHEREOF, the parties have executed this Land Lease
Agreement, the day and year first above written.
SIGNAL ONE CORPORATION
By:__________________________________
G. Xxxxx Xxxxx
President
STATE OF TENNESSEE
COUNTY OF XXXXXXXX
Before me, the undersigned authority, on this day personally appeared
G. XXXXX XXXXX, known to me (or proved to me) to be the person whose name is
subscribed to the foregoing instrument, and acknowledged to me that he executed
the same for the purposes and in consideration therein expressed.
Given under my hand and seal of office this ___ day of
___________________ 1998.
-----------------------------
Notary Public
My commission expires:_________
By:
Xxxx Xxxxxxxxx
Administrator
STATE OF TENNESSEE
COUNTY OF XXXXXXXX
Before me, the undersigned authority, on this day personally appeared
___________________, known to me (or proved to me) to be the person whose name
is subscribed to the foregoing instrument, and acknowledged to me that he
executed the same for the purposes and in consideration therein expressed.
Given under my hand and seal of office this _________ day of
___________________1998.
-----------------------------
Notary Public
My commission expires:_________
18
EXHIBIT "A"
The property referenced in the Lease Agreement between SIGNAL ONE
CORPORATION and the City of Chattanooga Department of Public Works is described
in the records of the Register of Deeds for the County of Xxxxxxxx in Deed Book
3392 page 30 belonging to The City of Chattanooga. SIGNAL ONE CORPORATION is
leasing a 100' X 100' portion of that property, shown as Tax Map 140 , parcel
141 a copy of which is attached, including the thirty (30') foot easement
indicated thereon, and any easement necessary utility easements. Upon completion
of a survey, a copy of said survey will be provided as Exhibit "B." The 100' x
100' site must be approved by the City of Chattanooga.
19
