This MASTER LEASE AGREEMENT NO. 1 is made and entered into as of September 22,
1997 between:
LESSORS (jointly and severally): LESSEE:
First Southeastern Corporation, CHARTER COMMUNICATIONS
a Florida corporation INTERNATIONAL, INC.,
P. O. Box 148 a Nevada corporation
Xxxx Xxxxxx, Xxxxxxx 00000 0000 Xxxxx Xxxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
(Overnight Delivery Address:
000 Xxxxxxxxxx Xxx Xxxxx
Xxxx Xxxxxx, Xxxxxxx 33921)
Xxxxx X. Xxxxxx, Xx.
000 Xxxxxxxx Xxxxx
Xxxxxx Xxxxx, Xxxxxxx 00000
1. LEASE OF EQUIPMENT: Lessor leases to Lessee, and Lessee leases from
Lessor, all the property described in the Lease Schedules which are signed from
time to time by Lessor and Lessee. Lessor agrees that Lessee shall have an
unlimited amount of time to exercise its right to lease Equipment hereunder.
2. CERTAIN DEFINITIONS: "Lessee" means Charter Communications
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International, Inc. and any subsidiary of Charter Communications International,
Inc. which executes a Schedule pursuant to Section 21(i) of this Master Lease
Agreement. "Schedule" means each Lease Schedule signed by Lessee and Lessor
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which incorporates the terms of this Master Lease Agreement, together with all
exhibits, riders, attachments and addenda thereto. "Equipment" means the
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property described in each Schedule, together with all attachments, additions,
accessions, parts, repairs, improvements, replacements and substitutions
thereto. "Lease", "herein", "hereunder", "hereof" and similar words mean this
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Master Lease Agreement and all Schedules, together with all exhibits, riders,
attachments and addenda to any of the foregoing, as the same may from time to
time be amended, modified or supplemented. "Prime Rate" means the prime rate of
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interest announced from time to time as the prime rate by Citibank, N.A. "Lien"
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means any security interest, lien, mortgage, pledge, encumbrance, judgment,
execution, attachment, warrant, writ, levy or other judicial process or claim of
any nature whatsoever by or of any person. All terms defined in the Lease are
equally applicable to both the singular and plural form of such terms.
3. LEASE TERM AND RENT:
(a) The term of the lease of the Equipment described in each Schedule
("Lease Term") commences on the date stated in the Schedule, and continues for
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the term stated therein unless earlier terminated by Lessee as provided in
Section 6 of this Master Lease Agreement. As rent for the Equipment described
in each Schedule, Lessee shall pay Lessor the rent payments and all other
amounts stated in such Schedule payable on the dates specified therein.
(b) In addition to the payment of rent as stated above, Charter
Communications International, Inc. ("Charter") agrees to issue to Lessor, on or
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prior to the first Commencement Date (as defined in the applicable Schedule), a
common stock purchase warrant, substantially in the form of the warrant attached
hereto as Exhibit "A" (the "Warrant"). The Warrant shall grant to Lessor the
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right to purchase from Charter that number of shares of Charter common stock
which is equal to one-third of the Lessor's Total Cost set forth in Section 2 of
the first Schedule. The Warrant shall be exercisable at any time during a five
(5)-year term, commencing on the first Commencement Date, and ending on the
fifth year anniversary date of such Commencement Date, at a per share purchase
price of THREE DOLLARS ($3.00) per share.
(c) All payments due under the Lease shall be made in United States
dollars to Lessor as directed by Lessor in writing.
4. ORDERING, DELIVERY, REMOVAL AND INSPECTION OF EQUIPMENT:
(a) Lessee shall identify Equipment which it wishes to lease from
Lessor and Lessor shall have the absolute right to approve or disapprove such
Equipment. Such Equipment may be owned by Lessee or subject to a purchase order
or other sale agreement in favor of Lessee, and in either such case Lessee
shall, upon Lessor's agreement, arrange to sell the Equipment or assign the
contractual rights thereto. If the Equipment is sold, then in connection with
the closing of such sale, Lessee shall execute and deliver a xxxx of sale in the
form attached hereto as "Exhibit B", and such other instruments and documents as
Lessor shall require. The total amount of Equipment together with associated
costs (including, without limitation, soft costs relating to installation,
customs duties and import fees) which Lessor will agree to lease under this
Lease is ONE MILLION DOLLARS ($1,000,000.00). Once Lessor has approved the
Equipment to be leased under this Lease, no substitutions or replacements may be
made by Lessee without Lessor's consent.
(b) If, at Lessee's request, Lessor has entered into purchase orders or
purchase contracts for any Equipment to be leased hereunder, Lessor is entitled,
automatically upon notice to Lessee, to assign to Lessee any such purchase
orders or purchase contracts and all obligations thereunder and Lessee shall pay
and perform all obligations thereunder. Other than the obligation to pay the
purchase price of Equipment, Lessee agrees to pay, defend, indemnify and hold
Lessor harmless from any liabilities, obligations, claims, costs and expenses
(including reasonable attorneys' fees and expenses) of whatever kind imposed on
or asserted against Lessor in any way related to any such purchase orders or
purchase contracts. Unless the Equipment is already present on the Lessee's
premises stated in the applicable Schedule, the Equipment shall be delivered
there and shall not be removed without Lessor's prior written consent. Lessor
has the right upon reasonable notice to Lessee to inspect the Equipment wherever
located. Lessor may enter upon any premises where Equipment is located and
remove it immediately, without notice or liability to Lessee, upon the
expiration or other termination of the Lease Term.
5. MAINTENANCE AND USE: Lessee agrees it will, at its sole expense: (a)
repair and maintain the Equipment in good condition and working order and supply
and install all replacement parts or other devices when required to so maintain
the Equipment or when required by applicable law or regulation, which parts or
devices shall automatically become part of the Equipment; (b) use and operate
the Equipment in a careful manner in the normal course of its business and only
for the purposes for which it was designed in accordance with the manufacturer's
warranty requirements, and comply with all laws and regulations relating to the
Equipment, and obtain all permits or licenses necessary to install, use or
operate the Equipment, and (c) make no alterations, additions, subtractions,
upgrades or improvements to the Equipment without Lessor's prior written
consent, but any such alterations, additions, upgrades or improvements xxxXx
automatically become part of the Equipment. Prior to agreeing to any lease of
any Equipment Lessor shall be entitled to receive evidence satisfactory to it
that (i) any jurisdiction where the Equipment is to be located will recognize
Lessor's ownership of such Equipment and Lessor's right to retake such Equipment
upon expiration or other termination of this Lease and (ii) no filing or other
action with any governmental authority is necessary to protect Lessor's rights
under this Lease, or if such filing or other action is necessary, then Lessor
may require such filing or other action as a condition precedent to agreeing to
lease any Equipment.
6. NET LEASE; CANCELABLE LEASE: The Lease is a net lease. During the Lease
Term, Lessee's obligation to pay all rent and all other amounts payable under
the Lease is absolute and unconditional under any and all circumstances and
shall not be affected by any circumstances of any character including, without
limitation, (a) any setoff, claim, counterclaim, defense or reduction which
Lessee may have at anytime against Lessor or any other party for any reason, or
any defect in the condition, design or operation of, any lack of fitness for use
of, any damage to or loss of, or any lack of maintenance or service for any of
the Equipment. Notwithstanding anything to the contrary in the Lease, this
Lease and any or all related Schedules may be terminated by Lessee and cancelled
for any reason provided that Lessee pay Lessor the Stipulated Loss Value (as
defined in Section 9(b)) of the Equipment covered by the Schedule(s) to be
terminated prior to such termination. No partial termination of any Schedule
is permitted.
7. NO WARRANTIES BY LESSOR: LESSOR LEASES THE EQUIPMENT AS-IS, WHERE-IS,
AND WITH ALL FAULTS. LESSOR MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR
IMPLIED, OF ANY KIND AS TO THE EQUIPMENT INCLUDING, WITHOUT LIMITATION: ITS
MERCHANTABILITY; ITS FITNESS FOR ANY PARTICULAR PURPOSE, ITS DESIGN, CONDITION,
QUALITY, CAPACITY, DURABILITY, CAPABILITY, SUITABILITY OR WORK-XXXXXXX, ITS
NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY PATENT, TRADEMARK, COPYRIGHT OR
OTHER INTELLECTUAL PROPERTY RIGHT, OR ITS COMPLIANCE WITH ANY LAW, RULE,
SPECIFICATION, PURCHASE ORDER OR CONTRACT PERTAINING THERETO. LESSOR MAKES NO
REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND AS TO THE
FINANCIAL CONDITION OR FINANCIAL STATEMENTS OF ANY PARTY OR AS TO THE TAX OR
ACCOUNTING TREATMENT OR CONSEQUENCES OF THE LEASE, THE EQUIPMENT OR THE RENTAL
PAYMENTS. Lessor hereby assigns to Lessee the benefit of any assignable
manufacturer's or supplier's warranties but Lessor, at Lessee's written request,
will cooperate with Lessee at Lessee's expense in pursuing any remedies Lessee
may have under such warranties. Any action taken with regard to warranty claims
against any manufacturer or supplier by Lessee will be at Lessee's sole expense.
8. INSURANCE: Lessee at its sole expense shall keep each item of Equipment
insured against normally insured risks of loss or damage from every cause
whatsoever for an amount not less than the greater of the full replacement value
or the original cost to Lessor of acquiring such item of Equipment. Lessee at
its sole expense shall carry public liability and property damage insurance in
amounts satisfactory to Lessor protecting Lessee and Lessor from liabilities for
injuries to persons and damage to property of others relating in any way to the
Equipment and, at Lessor's request, shall name Lessor as an additional insured
thereunder. All insurers shall be reasonably satisfactory to Lessor. Lessee
shall deliver to Lessor satisfactory evidence of such coverage. Proceeds of any
insurance covering damage or loss of the Equipment shall be payable to Lessor as
loss payee and shall, at Lessor's option, be applied toward (a) the replacement,
restoration or repair of the Equipment, or (b) payment of the obligations of
Lessee under the Lease. Proceeds of any public liability or property insurance
shall be payable first to Lessor as additional insured to the extent of its
liability, then to Lessee. Lessee hereby appoints Lessor as Lessee's
attorney-in-fact with full power and authority in the place of Lessee and in the
name of Lessee or Lessor to make claim for, receive payment of, and sign and
endorse all documents, checks or drafts for loss or damage under any such
policy. The insurance maintained by Lessee shall be primary without any right of
contribution from insurance which may be maintained by Lessor, and Lessee shall
have included in its insurance policies required hereunder a waiver of all
rights of subrogation against Lessor in connection with any loss or damage
thereby insured against.
9. LOSS AND DAMAGE:
(a) Lessee bears the entire risk of loss, theft, damage or destruction
of Equipment in whole or in part from any reason whatsoever ("Casualty Loss")
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and no Casualty Loss to Equipment shall relieve Lessee from the obligation to
pay rent or from any other obligation under the Lease. In the event of Casualty
Loss to any Equipment, Lessee shall immediately notify Lessor of the same and
Lessee shall, if so directed by Lessor, immediately repair the same. If Lessor
determines that any item of Equipment has suffered a Casualty Loss beyond repair
("Lost Equipment"), then Lessee, at the option of Lessor, shall: (1) immediately
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replace the Lost Equipment with similar equipment in good repair, condition and
working order free and clear of any Liens and deliver to Lessor a xxxx of sale
in the form attached hereto as "Exhibit B" covering the replacement equipment,
in which event such replacement equipment shall automatically be Equipment under
the Lease; or (2) on the next rent payment date after the date of the Casualty
Loss, pay to Lessor all amounts then due and payable by Lessee under the Lease
for the Lost Equipment plus the Stipulated Loss Value for such Lost Equipment as
of the date of the Casualty Loss. Upon payment by Lessee of all amounts due
under the above clause (2), the lease of the Lost Equipment will terminate and
Lessor shall transfer to Lessee all of Lessor's right, title and interest in
such Equipment on an "as-is, where-is" basis with all faults, without recourse
and without representation or warranty of any kind, express or implied.
(b) "Stipulated Loss Value" of any item of Equipment equals the
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Lessor's Total Cost as reflected on the corresponding Schedule covering such
Equipment.
10. GENERAL INDEMNITY:
(a) Lessee assumes all risk and liability for, and shall defend,
indemnify and keep Lessor harmless on an after-tax basis from any and all
liabilities, obligations, losses, damages, penalties, claims, actions, suits,
costs and expenses, including reasonable attorney's fees and expenses, of
whatsoever kind and nature, imposed on, incurred by or asserted against Lessor,
in any way relating to or arising out of the manufacture, purchase, acceptance,
rejection, ownership, possession, use, selection, delivery, installation,
importation, exportation, lease, operation, condition, sale, return or other
disposition of the Equipment or any part thereof (including, without limitation,
any claim for latent or other defects, whether or not discoverable by Lessee or
any other person, any claim for negligence, tort or strict liability, any claim
under any environmental protection or hazardous waste law and any claim for
patent, trademark or copyright infringement). Lessee will not be required to
indemnify Lessor under this Section for loss or liability arising from events
which occur after the Equipment has been returned to Lessor or for loss or
liability caused directly and solely by the gross negligence or willful
misconduct of Lessor. As used in this Section, "Lessor" will also include any
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director, officer, employee, partner, member, agent, successor or assign of
Lessor. Lessee's obligations under this Section shall survive the expiration,
cancellation or termination of the Lease.
(b) Lessee shall indemnify and keep Lessor harmless from any and all
liabilities, obligations, losses, damages, penalties, claims, actions, suits,
costs and expenses, including reasonable attorney's fees and expenses, of
whatsoever kind and nature, imposed on, incurred by or asserted against Lessor,
in any way relating to or arising out
of the inability of Lessor to exercise its rights against the Equipment or any
part thereof (including, without limitation, its inability to retake, repossess
or otherwise have its rights as the owner thereof recognized and enforced).
11. PERSONAL PROPERTY: Lessee represents and agrees that the Equipment is,
and shall at all times remain, separately identifiable personal property. Upon
Lessor's request, Lessee shall furnish Lessor a landlord's and/or mortgagee's
waiver and consent to remove all Equipment. Lessor may display notice of its
interest in the Equipment by any reasonable identification. Lessee shall not
alter or deface any such indicia of Lessor's interest.
12. DEFAULT: Each of the following events shall constitute an event of
default under the Lease: (a) Lessee fails to pay any rent or other amount due
under the Lease on its due date; or (b) Lessee fails to perform or observe any
of its obligations in Sections 8 or 18 hereof; or (c) Lessee fails to perform or
observe any of its other obligations in the Lease for more than 30 days after
Lessor notifies Lessee of such failure; or (d) Lessee becomes insolvent or
bankrupt, or Lessee applies for, institutes or consents to the appointment of a
receiver, trustee or similar official for Lessee or any substantial part of its
property or any such official is appointed without Lessee's consent; or (e)
Lessee applies for, institutes or consents to any bankruptcy, insolvency,
reorganization, debt moratorium, liquidation, or similar proceeding relating to
Lessee or any substantial part of its property under the laws of any
jurisdiction or any such proceeding is instituted against Lessee without stay or
dismissal for more than 30 days; or (f) with respect to any guaranty, letter of
credit, pledge agreement, security agreement, mortgage, deed of trust, debt
subordination agreement or other credit enhancement or credit support agreement
(whether now existing or hereafter arising) signed or issued by any party in
connection with all or any part of Lessee's obligations under the Lease, the
party signing or issuing any such agreement defaults in its obligations
thereunder or any such agreement shall cease to be in full force and effect or
shall be declared to be null, void, invalid or unenforceable by the party
signing or issuing it; or (g) Lessee fails to honor its obligations under the
Warrant.
13. REMEDIES: If any event of default exists, Lessor shall give Lessee ten
(10) days' written notice of such event of default and after the expiration of
such ten (10) day period if the event of default has not been cured by Lessee or
waived by Lessor, Lessor may do one or more of the following in any order, and
Lessee shall perform its obligations imposed thereby:
(a) Lessor may require Lessee to return any or all Equipment leased
hereunder.
(b) Lessor or its agent may withhold delivery of Equipment and
repossess any or all Equipment already delivered wherever found, may enter the
premises where the Equipment is located and disconnect, render unusable and
remove it, and may use such premises without charge to store or show the
Equipment for sale.
(c) Lessor may sell any or all Equipment at public or private sale,
with or without advertisement or publication, may re-lease or otherwise dispose
of it or may use, hold or keep it.
(d) Lessor may require Lessee to pay to Lessor on a date specified by
Lessor, with respect to any or all Equipment (i) all accrued and unpaid rent,
late charges and other amounts due under the Lease on or before such date, plus
(ii) in an appropriate case the present value of the rent for the then-remaining
applicable Lease Term, plus (iii) interest at the Late Charge Rate (as defined
in Section 16) on the total of the foregoing. If an event of default under
Section 12(d) or (e) of this Master Lease Agreement exists, then Lessee will be
automatically liable to pay Lessor the foregoing amounts as of the next rent
payment date unless Lessor otherwise elects in writing.
(e) Lessee shall pay all costs, expenses and damages incurred by Lessor
because of the event of default or its actions under this Section, including,
without limitation, any collection agency and/or attorney's fees and expenses,
any costs related to the repossession, safekeeping, storage, repair,
reconditioning or disposition of the Equipment and any incidental and
consequential damages.
(f) Lessor may terminate the Lease and/or any or all Schedules, may xxx
to enforce Lessee's performance of its obligations under the Lease and/or may
exercise any other right or remedy then available to Lessor at law or in equity.
(g) Lessor is not required to take any legal process or give any notice
(other than giving the ten (10) days' written notice specified above) before
exercising any of the above remedies. None of the above remedies is exclusive,
but each is cumulative and in addition to any other remedy available to Lessor.
Lessor's exercise of one or more remedies shall not preclude its exercise of any
other remedy. No action taken by Lessor shall release Lessee from any of its
obligations to Lessor. No delay or failure on the part of Lessor to exercise
any right hereunder shall operate as a waiver thereof, nor as an acquiescence in
any default, nor shall any single or partial exercise of any right preclude any
other exercise thereof or the exercise of any other right. After any default,
Lessor's acceptance of any payment by Lessee under the Lease shall not
constitute a waiver by Lessor of such default, regardless of Lessor's knowledge
or lack of knowledge at the time of such payment, and shall not constitute a
reinstatement of the Lease if the Lease has been declared in default by Lessor,
unless Lessor has agreed in writing to reinstate the Lease and to waive the
default.
(h) If Lessor actually repossesses any Equipment, then it will use
commercially reasonable efforts under the then current circumstances to attempt
to mitigate its damages; provided, that Lessor shall not be required to sell,
re-lease or otherwise dispose of any Equipment prior to Lessor enforcing any of
the remedies described above. Lessor may sell or re-lease the Equipment in any
manner it chooses, free and clear of any claims or rights of Lessee and without
any duty to account to Lessee with respect thereto except as provided below. If
Lessor actually sells or re-leases the Equipment, it will credit the net
proceeds of any sale of the Equipment, or the net present value of the rents
payable under any new lease of the Equipment (discounted at the then current
Prime Rate), against and up to (but not exceeding) any amounts Lessee owes
Lessor, or will reimburse Lessee for and up to (but not exceeding) Lessee's
payment thereof. The term "net" as used above shall mean such amount after
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deducting the costs and expenses described in clause (e) above of this Section.
If Lessor elects in writing not to sell or re-lease any Equipment, it will
similarly credit or reimburse Lessee for Lessor's reasonable estimate of such
Equipment's Fair Market Value.
14. LESSOR'S RIGHT TO PERFORM: If Lessee fails to make any payment under
the Lease or fails to perform any of its other agreements in the Lease
(including, without limitation, its agreement to provide insurance coverage as
stated in the Lease), Lessor may itself make such payment or perform such
agreement and the amount of such payment and the amount of the expenses of
Lessor incurred in connection with such payment or performance shall be deemed
to be additional rent, payable by Lessee on demand.
15. FINANCIAL REPORTS: Lessee agrees to furnish to Lessor such financial
information as Lessor may from time to time request. Lessor acknowledges that
Lessee is publicly held and that it is unlawful to misappropriate or misuse any
such financial information which has not previously been made publicly
available. Lessor agrees that it will keep confidential and not disclose any
financial information delivered to it which has not been made publicly
available; provided, however, that Lessor may disclose any financial information
(a) generally available to the public, (b) as may be required or appropriate in
any report, statement or testimony submitted to any municipal, state or federal
regulatory body having or claiming to have jurisdiction over Lessor, (c) as may
be required or appropriate in response to any summons or subpoena or in
connection with any litigation, and (d) in order to comply with any law, order,
regulation or ruling applicable to Lessor.
16. LATE CHARGES: If any rent or other amount payable under the Lease is
not paid when due, then as compensation for the administration and enforce-ment
of Lessee's obligation to make timely payments, Lessee shall pay with respect to
each overdue payment on demand interest at the Late Charge Rate on such overdue
payment for the period for which it is overdue. "Late Charge Rate" means an
interest rate per annum equal to the Prime Rate plus two hundred (200) basis
points , but not to exceed the highest rate permitted by applicable law.
17. NOTICES; POWER OF ATTORNEY: Any notice or communication required or
permitted hereunder shall be sufficiently given if sent by first class mail,
postage prepaid or via overnight carrier, signature required:
(a) if to Lessee, addressed to it at 0000 Xxxxx Xxxxx Xxxx, Xxxxx 000,
Xxxxxxx, Xxxxxxx 00000, attention General Counsel, with a copy thereof to Dallas
Parker, Brown, Xxxxxx & Xxxxx, L.L.P., 0000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx,
Xxxxx 00000;
(b) if to Lessor, addressed to it at the address set forth above, with
a copy thereof to Xxxxxxx X. Xxxxxxx, Xx., Cushing, Morris, Xxxxxxxxxx and
Xxxxx, L.L.P., 0000 Xxxxxxxxx Xxxxxx International Tower, 000 Xxxxxxxxx Xxxxxx,
Xxxxxxx, Xxxxxxx, 00000;
or in either case at such other address as any party shall notify the other in
accordance with these notice provisions.
(c) With respect to any power of attorney covered by the Lease, the
powers conferred on Lessor thereby: are powers coupled with an interest; are
irrevocable; are solely to protect Lessor's interests under the Lease; and do
not impose any duty on Lessor to exercise such powers. Lessor shall be
accountable solely for amounts it actually receives as a result of its exercise
of such powers.
18. NO ASSIGNMENT, SUBLEASE OR LIEN BY LESSEE: LESSEE SHALL NOT, DIRECTLY
OR INDIRECTLY, (A) MORTGAGE, ASSIGN, SELL, TRANS-FER, OR OTHERWISE DISPOSE OF
THE LEASE OR ANY INTEREST THEREIN OR THE EQUIPMENT OR ANY PART THEREOF, OR (B)
SUBLEASE, RENT, LEND OR TRANSFER POSSESSION OR USE OF THE EQUIPMENT OR ANY PART
THEREOF TO ANY PARTY, OR (C) CREATE, INCUR, GRANT, ASSUME OR ALLOW TO EXIST ANY
LIEN ON THE LEASE, ANY SCHEDULE, THE EQUIPMENT OR ANY PART THEREOF.
19. PURCHASE OPTION AT EXPIRATION OF LEASE TERM:
(a) At least 30 days (or earlier if otherwise specified), but no more
than 60 days prior to expiration of the Lease Term of each Schedule, Lessee
shall give Lessor written notice of its electing one of the following options
for all (but not less than all) of the Equipment covered by such Schedule:
return the Equipment under clause (b) below, or purchase the Equipment under
clause (c) below. The election of an option shall be irrevocable. If Lessee
fails to give timely notice of its election, it shall be deemed to have elected
to purchase the Equipment. If Lessee elects to return the Equipment, Lessor may
reject such election and require Lessee to purchase the Equipment under clause
(c) below.
(b) If Lessee gives Lessor timely notice of its election to return the
Equipment at the expiration of the Lease Term of a Schedule or if Lessee is
obligated at any time to return the Equipment, then Lessee shall, at its sole
expense and risk, deinstall, disassemble, pack, crate, insure and return the
Equipment to Lessor (all in accordance with applicable industry standards) at
any location selected by Lessor. The Equipment shall be in the same condition
as when received by Lessee, reasonable wear, tear and depreciation resulting
from normal and proper use excepted (or, if applicable, in the condition set
forth in the Lease or the Schedule), shall be in good operating order and
maintenance as required by the Lease, shall be certified as being eligible for
any available manufacturer's maintenance program, shall be free and clear of any
Liens as required by the Lease, shall comply with all applicable laws and
regulations and shall include all manuals, specifications, repair and
maintenance records and similar documents. Until Equipment is returned as
required above all terms of the Lease shall remain in full force and effect
including, without limitation, obligations to pay rent and insure the Equipment;
provided, that after the expiration of any Schedule and before Lessee has
completed its return of the Equipment or its purchase option (if elected), the
term of the lease of the Equipment covered by such Schedule shall be
month-to-month or such shorter period as may be specified by Lessor.
(c) If Lessee elects or is deemed to have elected to purchase Equipment
(or if Lessor requires Lessee to purchase the Equipment as provided in Section
19(a) above, then on the expiration date of the applicable Schedule Lessee shall
purchase all (but not less than all) of the Equipment covered by the applicable
Schedule and shall pay to Lessor the Stipulated Loss Value of the Equipment plus
all sales taxes incurred or paid by Lessor in connection with such sale plus all
accrued but unpaid amounts due with respect to the Equipment and/or the
Schedule. Upon payment in full of the above amounts, and if no default has
occurred and is continuing under the Lease, Lessor shall transfer title to such
Equipment to Lessee "as-is, where-is" with all faults and without recourse to
Lessor and without any representation or warranty of any kind whatsoever by
Lessor, express or implied.
20. GOVERNING LAW: THE INTERPRETATION, CONSTRUCTION AND VALIDITY OF THE
LEASE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF GEORGIA, WITHOUT REFERENCE
TO ITS CONFLICTS OF LAWS PRINCIPLES. WITH RESPECT TO ANY ACTION BROUGHT BY
LESSOR AGAINST LESSEE TO ENFORCE ANY TERM OF THE LEASE, LESSEE HEREBY
IRREVOCABLY CONSENTS TO THE JURISDICTION AND VENUE OF ANY STATE OR FEDERAL COURT
IN ATLANTA, GEORGIA.
21. MISCELLANEOUS:
(a) Subject to the limitations herein, the Lease shall be binding upon
and inure to the benefit of the parties hereto and their respective heirs,
administrators, successors and assigns.
(b) This Master Lease Agreement and each Schedule may be executed in
any number of counterparts, which together shall constitute a single instrument.
Only one counterpart of each Schedule shall be marked "Lessor's Original" and
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all other counterparts shall be marked "Duplicate". A security interest in any
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Schedule may be created through transfer and possession only of the counterpart
marked "Lessor's Original".
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(c) Section and paragraph headings in this Master Lease Agreement and
the Schedules are for convenience only and have no independent meaning.
(d) The terms of the Lease shall be severable and if any term thereof
is declared unconscionable, invalid, illegal or void, in whole or in part, the
decision so holding shall not be construed as impairing the other terms of the
Lease and the Lease shall continue in full force and effect as if such invalid,
illegal, void or unconscionable term were not originally included herein.
(e) All indemnity obligations of Lessee under the Lease and all rights,
benefits and protections provided to Lessor by warranty disclaimers shall
survive the cancellation, expiration or termination of the Lease.
(f) Neither Lessor nor Lessee shall be liable for any indirect,
consequential or special damages for any reason whatsoever.
(g) Each payment made by Lessee shall be applied by Lessor in such
manner as Lessor determines in its discretion which may include, without
limitation, application as follows: first, to accrued late charges; second, to
accrued rent; and third, the balance to any other amounts then due and payable
by Lessee under the Lease.
(h) If the Lease is signed by more than one Lessee, each of such
Lessees shall be jointly and severally liable for payment and performance of all
of Lessee's obligations under the Lease.
(i) Lessor acknowledges that Lessee may desire to have one or more of
its subsidiaries lease Equipment hereunder. Lessor hereby agrees to allow a
subsidiary of Lessee to lease Equipment hereunder provided such subsidiary is
identified on the corresponding Schedule. By its execution of such Schedule,
such subsidiary will irrevocably be deemed to have signed this Master Lease
Agreement and to be bound by all of its terms and conditions. Lessee shall be
liable for all such subsidiary's obligations under such Schedule and this Master
Lease Agreement, and Lessee's obligations with such subsidiary shall be joint
and several. Each subsidiary party to any Schedule shall be jointly and
severally liable for (i) the obligations of each other subsidiary party to any
Schedule and (ii) the obligations of Lessee under this Lease.
22. JOINT AND SEVERAL LESSORS: Lessors hereby disclaim any intent to
form a partnership and have agreed to lease to Lessee their separate interests
in and to the Equipment. Consistent with the foregoing, Lessors agree and
intend, and Lessee understands, that Lessors own the Equipment jointly and
severally, that they both are leasing such Equipment to Lessee jointly and
severally and that they intend to share in the security therefore jointly and
severally.
23. ENTIRE AGREEMENT: THE LEASE REPRESENTS THE FINAL, COMPLETE AND ENTIRE
AGREEMENT BETWEEN THE PARTIES HERETO. THERE ARE NO ORAL OR UNWRITTEN AGREEMENTS
OR UNDERSTANDINGS AFFECTING THE LEASE OR THE EQUIPMENT. Lessee agrees that
Lessor is not the agent of any manufacturer or supplier, that no manufacturer or
supplier is an agent of Lessor, and that any representation, warranty or
agreement made by a manufacturer, supplier or their employees, sales
representatives or agents shall not be binding on Lessor.
FIRST SOUTHEASTERN CORPORATION CHARTER COMMUNICATIONS
--------------------------------
Lessor INTERNATIONAL, INC.
Lessee
By:________________________________ By:___________________________________
Title:_____________________________ Title:________________________________
XXXXX X. XXXXXX, XX.
-----------------------
Lessor
By:________________________________
Title:_____________________________
REGARDLESS OF ANY PRIOR, PRESENT OR FUTURE ORAL AGREEMENT OR COURSE OF DEALING,
LESSEE AGREES THAT NO TERM OR CONDITION OF THE LEASE MAY BE AMENDED, MODIFIED,
WAIVED, DISCHARGED, RESCINDED OR TERMINATED EXCEPT BY A WRITTEN DOCUMENT SIGNED
BY LESSOR AND LESSEE; provided, that Lessee authorizes Lessor to complete the
blanks in each Schedule and Warrant.
CHARTER COMMUNICATIONS
INTERNATIONAL, INC.
By:_____________________________________
Title:__________________________________
EXHIBIT "A"
FORM OF WARRANT
NEITHER THE SECURITIES REPRESENTED BY THIS WARRANT NOR THE SECURITIES ISSUABLE
UPON EXERCISE HEREOF HAVE BEEN REGIS-TERED UNDER THE SECURITIES ACT OF 1933 OR
THE SECURITIES LAWS OF ANY STATE; THEREFORE, THE TRANSFER OF THIS WARRANT AND
THE SECURITIES ISSUABLE UPON EXERCISE HEREOF IS SUBJECT TO COMPLIANCE WITH THE
CONDITIONS SPECIFIED BELOW, AND NO TRANSFER OF THIS WARRANT OR SUCH SECURITIES
SHALL BE VALID UNTIL SUCH CON-DITIONS HAVE BEEN FULFILLED.
Warrant 199__-_____ ________________,199__
CHARTER COMMUNICATIONS INTERNATIONAL, INC.
NONTRANSFERABLE COMMON STOCK PURCHASE WARRANT
THIS IS TO CERTIFY THAT, for value received,
___________________________________ ("Holder"), upon due exer-cise of this
------
Warrant is enti-tled to purchase from CHARTER COMMUNICATIONS INTERNATIONAL,
INC., a Nevada cor-poration ("Company"), from and after ______________, until
-------
5:00 p.m. on _______________ (the "Expiration Date"),
----------------
__________________________________________ (______) shares of fully paid,
nonassessable common stock, $.00001 par value ("Common Stock"), of the Company
------------
at a purchase price of $3.00 per share. The per share price of the Common Stock
as set forth in the preceding sentence shall be referred to herein as the
"Purchase Price." The Purchase Price and the number of shares of Common Stock
---------------
issuable upon exercise of this Warrant are subject to possible adjustment as
provided herein.
This Warrant is hereinafter called the "Warrant," and the shares of Common
-------
Stock issued or issuable upon exercise hereof are referred to herein as,
singularly a "Share" and, collectively, the "Shares."
----- ------
ARTICLE 1. EXERCISE OF WARRANT.
Section 1.01. In case Holder shall desire to exercise the purchase
-------------
right evidenced by this Warrant, the holder shall surrender this Warrant
accompanied by written notice of Holder's election to purchase Shares pursuant
to the Warrant duly executed by the Holder to the Company at its principal
office in Atlanta, Georgia, accom-panied by payment of the Purchase Price (as
hereinafter defined).
The payment of the Purchase Price may be in immediately available funds or
cash or certified check payable to the order of the Company, or any other form
of payment which is acceptable to the Board of Direc-tors of the Company, for an
amount equal to the Purchase Price. This Warrant may only be exercised in
whole, and not in part.
Section 1.02. All of the Shares shall be validly issued, fully paid and
------------
nonassessable upon exercise in accordance with the terms and conditions hereof.
ARTICLE 2. NOTICE OF PROPOSED TRANSFER, SALE, OFFER FOR SALE, OR EXERCISE.
Section 2.01.
-------------
(a) This Warrant and the Shares issued upon exercise shall not be sold,
trans-ferred, assigned or hypothecated except upon the conditions spec-ified in
this Article 2, which conditions are intended to ensure compliance with the
provisions of the Securities Act of 1933 (the "Secu-rities Act") for the
---------------
transfer of this Warrant or of any of such Shares.
(b) This Warrant and each warrant issued in exchange for or upon
transfer of this Warrant shall (unless other-wise permitted by the provisions of
this Article 2) be stamped or otherwise imprinted with a legend in substantially
the following form:
NEITHER THE SECURITIES REPRESENTED BY THIS WARRANT NOR THE SECURITIES ISSUABLE
UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR
THE SECURITIES LAWS OF ANY STATE; THEREFORE, THE TRANSFER OF THIS WARRANT AND
THE SECURITIES ISSUABLE UPON EXERCISE HEREOF IS SUBJECT TO COMPLIANCE WITH THE
CONDITIONS SPECIFIED BELOW, AND NO TRANSFER OF THIS WARRANT OR SUCH SECURITIES
SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED.
Section 2.02.
-------------
(a) Each certificate for Shares initially issued upon the exercise of
this Warrant and each certificate for Shares issued to subsequent transferees of
any such certificate (the "Restricted Certificate") shall (unless otherwise
-----------------------
permitted by this Article 2) be stamped or otherwise imprinted with a legend
(the "Restrictive Legend") in substantially the follow-ing form:
-------------------
THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE. THE TRANSFER OF THE
SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO COMPLIANCE WITH THE
CON-DITIONS SPECIFIED IN A WARRANT DATED EFFECTIVE AS OF ______________, 199__,
UPON EXERCISE OF WHICH THESE SHARES WERE ISSUED, AND NO TRANSFER OF SUCH SHARES
SHALL BE VALID OR EFFEC-TIVE UNTIL SUCH CONDI-TIONS HAVE BEEN FULFILLED.
(b) The Holder of this Warrant bearing the Restrictive Legend (the
"Restricted Warrant") and as purchaser of the Shares issuable hereunder, by
-------------------
acceptance hereof agrees, prior to any transfer or attempted transfer of this
Warrant or the Shares, to give written notice to the Company of such Holder's
intention to effect such transfer. Such notice shall describe the manner and
circumstances of the proposed transfer in sufficient detail, and shall include
an opinion of counsel satis-factory to the Company specifying the nature and
circum-stances of the pro-posed transfer or offer and indicating that the same
will not be in violation of any of the provisions of the Securities Act and the
Rules and Regulations promulgated thereunder. Each War-rant issued upon the
transfer of any such Restricted Warrant shall bear the Restrictive Legend for
the Warrants set forth above, unless in the opinion of the Hold-er's counsel
satisfactory to the Company, the Restrictive Legend is not required by the
appli-cable provisions of the Securities Act.
(c) Each Restricted Certificate shall bear the Restrictive Legend for
certificates set forth above, unless in the opinion of the Holder's counsel
acceptable to the Company, the Restrictive Legend is not required by the
applicable provisions of the Securities Act.
ARTICLE 3. ADJUSTMENT OF PURCHASE PRICE AND NUMBER OF SHARES ISSUABLE ON
EXERCISE.
Section 3.01. As used in this Article 3:
-------------
(a) "Purchase Price" shall mean the price per share of Common Stock of
---------------
the Company at which this Warrant shall be exer-cisable in accordance with the
provisions hereof.
(b) "Common Stock" shall mean any series of Common Stock of the Company
------------
whether now or hereafter authorized.
Section 3.02. The Company shall not be required to issue fractions of Shares
-------------
upon exercise of this Warrant. If any fractional interest in a Share shall be
deliverable upon the exercise of this Warrant, the Company shall purchase the
fractional interest for an amount in cash equal to the current value of the
frac-tional interest computed by subtracting the Purchase Price allocable to the
fractional interest from the current market value of the Shares calculated on
the basis of the last reported sale price of the Share on any national
securities exchange on the day prior to the date of exercise or, if not listed
on any such ex-change, the average of the bid and asked prices of the Share as
reported by the National Association of Securities Dealers Automated Quotation
System ("NASDAQ") or a comparable agency as of the day prior to the date of
------
exercise in respect of such frac-tional interest; or, if no such reports are
rendered by the NASDAQ or a comparable agency, the fair market value of a Share
as of the day prior to the date of exercise as determined in good faith by the
Board of Directors of the Company.
Section 3.03. The Purchase Price and number of Shares shall be subject to
-------------
adjustment as follows:
(a) In case the Shares issuable upon exercise of this Warrant shall be
subdivided into a greater, or combined into a lesser, number of Shares (whether
with or without par value), the Purchase Price shall be decreased or increased,
as the case may be, to an amount which shall bear the same relation to the
Purchase Price in effect immediately prior to such subdivision or combination as
the total number of Shares outstanding immediately prior to such subdivision or
combination shall bear to the total number of Shares outstanding immediately
after such sub-division or combination and the number of Shares issuable upon
exercise of the Warrant Shares be correspondingly adjusted upward or downward.
A stock dividend shall be considered a subdivision of shares for the purpose of
this paragraph.
(b) In case of any capital reorganization, or of any reclassification
of the Shares of the Company or in case of the consolidation of the Company
with, or the merger of the Company into, any other corporation, or of the sale
of the prop-erties and assets of the Company as, or substantially as, an
entirety to any other corporation, this Warrant shall after such capital
reorganization, reclassification of Shares, con-solidation, merger, or sale be
exercisable for the number of shares of stock or other securities or property of
the Company, or of the corporation resulting from such xxxxxxx-dation or
sur-viving such merger or to which such sale shall be made, as the case may be,
to which the holder of Shares issuable (at the time of such capital
reorganization, reclassifi-cation of Shares, consolidation, merger or sale) upon
exer-cise of this War-rant would have been entitled upon such capital
reorgani-zation, reclassification of Shares, consolidation, merger or sale had
this Warrant been exercised prior thereto; and in any such case, if necessary,
the provisions set forth in this Article 3 regarding the rights and interests
thereafter of the Holder shall be appropriately adjusted so as to be
appli-cable, as nearly as may reasonably be, to any shares of stock or other
securities or property thereafter deliverable on the exer-cise of this Warrant.
The subdivision or combination of Shares issuable upon exercise of this Warrant
into a greater or lesser number of Shares (whether with or without par value)
shall not be deemed to be a reclassifi-cation of the Shares of the Company for
the pur-poses of this paragraph.
(c) The Company shall take such actions as are reasonably necessary to
reduce the par value per Share such that the exercise price of such Shares will
not be less than the then existing par value of the Shares at the time of
issuance of the warrant. Notwithstanding anything in this Article 3 to the
contrary, the Company shall not be required, except as provided in this
paragraph, to make any adjustment of the Purchase Price in any case in which
such Purchase Price would be less than the par value per Share as of the
exercise date of the Warrant.
Section 3.04.
-------------
(a) Whenever the Purchase Price shall be adjusted as required by the
provisions of Section 3.03 hereof, the Compa-ny shall forthwith mail a notice
setting forth the adjusted Purchase Price and the adjusted number of Shares for
which this Warrant is exercisable to the registered Holder at his last address
as it shall appear on the registration books, but failure to mail or receive
such notice, or any defects therein, or in the mailing thereof, shall not affect
such adjust-ment in Purchase Price.
(b) If any date prior to the Expiration Date shall be fixed by the
Company as the date as of which holders of Shares (1) shall be entitled to
receive any dividend or any dis-tribution upon Shares of the Company other than
a divi-dend pay-able in cash or in Common Stock, as the case may be, (2) shall
be offered any sub-scription or other rights, or (3) shall be entitled to
partic-i-xxxx in any capital reorganization, reclassi-fication of Shares,
consolidation, merger, or sale, des-cribed in Sec-tion 3.03(b), or in any
liquidation, dissolution or winding up of the Company, the Company shall cause
notice thereof (specify-ing such date) to be mailed to the registered Holder at
his address appearing on the registra-tion books of the Company, at least 15
days prior to the date as of which such holders of Common Stock are to be
determined.
Section 3.05. The issuance of stock certificates upon the exercise of this
------------
Warrant shall be made without charge to the exer-cising Holder; provided,
however, that the Company shall not be required to pay any tax that may be
payable on any transfer involved in the issue and delivery of stock in any name
other than that of the registered Holder. The Company shall not be required to
issue or deliver any such stock certificate unless and until the person or
persons requesting the issue thereof shall have paid to the Company the amount
of such tax or shall have established to the satisfaction of the Company that
such tax has been paid.
Section 3.06.
-------------
(a) The Company shall at all times reserve and keep available out of
its authorized but unissued Common Stock and for the purpose of effecting the
exercise of this Warrant, such num-ber of its duly authorized shares of Common
Stock as shall from time to time be sufficient to effect the exercise of this
Warrant; and if at any time the number of author-ized but unissued shares of
Common Stock shall not be suf-ficient to effect the exercise of this Warrant at
the Purchase Price then in effect, the Company will take such corporate action
as may, in the opin-ion of its counsel, be necessary to increase its authorized
but unissued shares of Common Stock to such number of shares as shall be
sufficient for this purpose.
(b) As a condition precedent to the taking of any action that would
cause an adjustment reducing the then prevailing Pur-chase Price below the then
par value, if any, per Share issuable upon exercise of this Warrant, the
Compa-ny will take such corporate action as may, in the opinion of its counsel,
be necessary in order that the Company may validly and legally issue its Common
Stock at the adjusted Pur-chase Price upon conversion of this Warrant in
accordance with the provision of this Article 3.
(c) If any shares of the Company reserved or to be reserved for the
purpose of exercise of this Warrant require registration with or approval of any
governmental authority under any Federal or state law before such shares may be
validly issued upon exer-cise, then the Company covenants that it will in good
faith and as expeditiously as possible endeavor to secure such registration or
approval, as the case may be; provided, however, that this provision shall not
require the Company to endeavor to secure such registration or approval in order
to enable any person to sell or dis-tribute Common Stock received upon exercise
of this Warrant in a transaction involving a public offering within the meaning
of the Securities Act as then in effect.
(d) The Company covenants that all Shares that may be issued upon
exercise of this Warrant will upon issue be fully paid and nonassessable.
ARTICLE 4. GENERAL.
Section 4.01. This Warrant and the rights of the Holder may be assigned by
------------
the Holder subject to the terms and conditions hereof but the obligations of the
Compa-ny hereunder may not be assigned (except by operation of law) and shall be
binding upon and shall inure to the benefit of the parties hereto, and the
permitted heirs, successors and assigns of the parties.
Section 4.02. This Warrant constitutes the entire agreement and
-------------
understanding between the parties hereto and super-sedes any prior agreement and
understanding relating to the sub-ject matter of this Warrant. This Warrant may
be modified or amended only by a written instrument executed by all parties
hereto.
Section 4.03. Any notice or communication required or permitted hereunder
-------------
shall be sufficiently given if sent by first class mail, postage prepaid:
(a) if to Company, addressed to it at 0000 Xxxxx Xxxxx Xxxx, Xxxxx 000,
Xxxxxxx, Xxxxxxx 00000, attention General Counsel, with a copy thereof to Dallas
Parker, Brown, Xxxxxx & Xxxxx, L.L.P., 0000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx,
Xxxxx 00000;
(b) if to Holder, addressed to Holder at the address set forth below,
with a copy thereof to Xxxxxxx X. Xxxxxxx, Xx., Cushing, Morris, Xxxxxxxxxx and
Xxxxx, L.L.P., 0000 Xxxxxxxxx Xxxxxx International Tower, 000 Xxxxxxxxx Xxxxxx,
Xxxxxxx, Xxxxxxx, 00000;
or in either case at such other address as any party shall notify the other in
accordance with these notice provisions.
Section 4.04. This Warrant shall be construed in accordance with the laws
-------------
of the State of Georgia.
IN WITNESS WHEREOF, the Company has caused this Warrant to executed by its
proper officers as set forth below, effective as of the date first above
written.
CHARTER COMMUNICATIONS
INTERNATIONAL, INC.
(CORPORATE SEAL)
ATTEST: By________________________________________
Name: _____________________________________
Title: ______________________________________
HOLDER:
__________________________________________
By:_______________________________________
Name:_____________________________________
Title:______________________________________
Address:
___________________________________________
___________________________________________
___________________________________________
EXHIBIT "B"
FORM OF XXXX OF SALE
XXXX OF SALE
------------
STATE OF GEORGIA
COUNTY OF XXXX
KNOW ALL MEN BY THESE PRESENTS:
CHARTER COMMUNICATIONS INTERNATIONAL, INC. a Nevada corporation
("Grantor"), for good and valuable consideration, consisting of
____________________________________________ ($____________________________),
paid by XXXXX X. XXXXXX, XX., a resident of the State of Florida, and FIRST
SOUTHEASTERN CORPORATION, a Florida corporation ("Grantee"), the receipt and
sufficient of which are hereby acknowledged, has BARGAINED, SOLD and DELIVERED
and by these presents does BARGAIN, SELL and DELIVER unto Grantee, jointly and
severally, all of the personal property described in Exhibit A which is attached
hereto and made a part hereof (the "Personalty").
Grantor hereby covenants and warrants that it is the lawful owner of the
Personalty with a good right to sell the same as aforesaid, and that, to the
best of its knowledge, its title to the Personalty is free and clear of all
mortgages, liens, pledges or charges of any nature, kind or character
whatsoever.
The Personalty is in a used condition, and Grantor is neither a
manufacturer or distributor of, nor dealer or merchant therein.
EXCEPT AS EXPRESSLY STATED HEREIN, GRANTOR MAKES NO WARRANTY OF
MERCHANTABILITY OR FITNESS FOR PURPOSE IN RESPECT OF THE PERSONALTY, AND THE
SAME IS SOLD IN AN "AS IS, WHERE IS" CONDITION, WITH ALL FAULTS. BY ACCEPTANCE
OF DELIVERY GRANTEE AFFIRMS THAT EXCEPT AS EXPRESSLY STATED HEREIN, IT HAS NOT
RELIED ON GRANTOR'S SKILL OR JUDGMENT TO SELECT OR FURNISH THE PERSONALTY FOR
ANY PARTICULAR PURPOSE, AND THAT GRANTOR MAKES NO WARRANTY THAT THE PERSONALTY
IS FIT FOR A PARTICULAR PURPOSE AND THAT THERE ARE NO REPRESENTATIONS OR
WARRANTIES, EXPRESSED, IMPLIED, OR STATUTORY, EXCEPT THAT GRANTOR REPRESENTS AND
WARRANTS THAT GRANTOR OWNS THE PERSONALTY, AND GRANTOR HAS FULL POWER, RIGHT,
AND AUTHORITY TO CONVEY TITLE THERETO.
TO HAVE AND TO HOLD the Personalty unto Grantee, its successors and assigns
forever, and Grantor shall do, execute, acknowledge and deliver or will cause to
be done, executed, acknowledged and delivered all such further acts, deeds,
assignments, transfers, conveyances, powers of attorney and assurances as may be
required to place Grantor, its successors and assigns in possession and control
of such equipment, and further, Grantor does hereby bind itself, its heirs,
legal representatives and assigns,
to forever Warrant and Defend the title to the Personalty unto the said Grantee,
its successors and assigns, against any person whomsoever lawfully claiming or
to claim the same or any part thereof, subject to the matters herein set forth.
This Xxxx of Sale shall be construed in accordance with the laws of the State of
Georgia, without reference to Georgia's laws relating to conflicts of law.
EXECUTED as of ________________ ___, 1997.
"GRANTOR"
Charter Communications International, Inc.
By: ________________________________________
Xxxxxxx X. Xxxxxxx, its Chief Financial
Officer
"GRANTEE"
By: _______________________________________
Xxxxx X. Xxxxxx, Xx.
First Southeastern Corporation
By: _______________________________________
Name: _____________________________________
Its: ________________________________________
STATE OF ___________
COUNTY OF _____________
BEFORE ME, the undersigned authority, on this day personally appeared XXXXX
X. XXXXXX, XX., a resident of the State of Florida, known 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 consideration therein expressed,
in the capacity therein stated and as the act and deed of said corporation.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, on this _____ day of
___________________, 1997.
__________________________________________
Notary Public in and for the __________ County, State of ____________
STATE OF _________________
COUNTY OF ___________________
BEFORE ME, the undersigned authority, on this day personally appeared
______________, ________________ of FIRST SOUTHEASTERN CORPORATION, a Florida
corporation, known 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 consideration therein expressed, in the capacity therein stated and
as the act and deed of said corporation.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, on this _____ day of
______________________, 1997.
__________________________________________
Notary Public in and for the _______
County, State of _______________
