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EXHIBIT 10.54
ASSUMPTION AGREEMENT
This Agreement Has been entered into by ITC Holding Company, Inc. (Current
Lessee) and Knology Holdings, Inc. (Replacement Lessee) to effect the
assumption by the Replacement Lessee of the lease of the "▇. ▇▇▇▇▇ ▇▇▇▇▇▇, II"
building which is currently under lease by the Current Lessee from ▇. ▇▇▇▇▇
▇▇▇▇▇▇, II (Lessor).
The Replacement Lessee agrees to assume all the rights and responsibilities of
the aforementioned lease (copy attached) effective November 1, 1999. All future
lease payments will be made by the Replacement Lessee to the Lessor consistent
with the terms of the aforementioned lease.
AGREED: AGREED:
/s/ ▇. ▇. ▇▇▇▇▇, III /s/ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇, II
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ITC Holding Company, Inc. ▇. ▇▇▇▇▇ ▇▇▇▇▇▇, II
AGREED: AGREED:
/s/ 11-9-99
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Knology Holdings, Inc.
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PARTIES: This Lease Indenture made and entered into this 1st day of
July 1990, by and between ▇. ▇▇▇▇▇ ▇▇▇▇▇▇, II hereinafter
referred to as "LANDLORD", ▇.▇. ▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇▇ and Interstate Cellular, Inc., ▇.▇. ▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇ ▇▇▇▇▇, hereinafter referred to as "TENANT".
WITNESSETH
PREMISES: That LANDLORD for and in consideration of the rents reserve to
be paid and the covenants to be performed, has leased and by
these presents does lease, unto "TENANT" certain premises in
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ described as follows:
Office Building and premises located at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ - located northeast corner Second Avenue
and West Ninth Street.
RENT AND To have and to hold the said property from first day of July,
TERM: 1990, for a term of fifteen years, thence next ensuring,
TENANT to pay, therefore during said term the sum of Four
Hundred Forty-seven Thousand Seventy Five Dollars
($447,075.00) in equal monthly installments of Two Thousand
Four Hundred Eighty Three and 75/100 Dollars ($2,483.75) on
the first day of each month, beginning with the first day of
July, 1990, at the office of LANDLORD'S shown above. All
utilities and assessments will be paid by the TENANT. 5% late
charge will be added after 10th of the month.
RENEWAL: TENANT shall have the right to two - 5-year renewal options
and shall indicate to the LANDLORD his intention to renew
ninety days prior to the expiration of the original lease or
first option. If the TENANT does not desire a five-year
renewal, this lease shall continue on a month-to-month basis
at the then effective rate until 30 days written notice is
given by either party to the other of intention to terminate.
USE: Premises are to be leased to and used by TENANT for offices
and/or related cellular activities ONLY, TENANT agreeing that
he will not put the premises to any illegal or unlawful use
nor to any use which will increase the insurance thereon.
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TENANT agrees to bear the expense of keeping the premises,
together with any fixtures installed therein, in good
condition, ordinary wear and tear excepted, except broken
glass which shall be replaced at TENANT'S expense regardless
of how caused, and except the expense of keeping open all
water and sewerage pipes which shall likewise be borne by the
TENANT regardless of how caused. Should the main sewer or
waste lines also serve other persons, TENANT agrees to pay his
proportionate cost. At the expiration, premises will be
returned by TENANT "broom clean" with all keys.
DAMAGES- TENANT will give LANDLORD notice in writing, specifically
INJURIES: pointing out any defects in the premises which may arise
subsequently and agrees that LANDLORD may have not less than
ten days to remedy such defects. In the absence of such notice
and until the expiration of said ten days, TENANT agrees that
LANDLORD is released of any and all liability therefrom for
injuries or damage to TENANT, his family, servants or guests,
TENANT hereby specifically waiving any law of the State of
Georgia in conflict herewith or requiring inspection by
LANDLORD. If a member of TENANT'S family, a guest or servant
recovers against LANDLORD under such circumstances, TENANT
agrees to indemnify and hold LANDLORD harmless for such loss.
TENANT for himself, his family, servants and guests releases
LANDLORD of any damage or injury from water or steam, which
risk TENANT hereby assumes.
GENERAL: Provisions with reference to remedies in case of default,
abandonment, or bankruptcy, with reference to Landlord's right
to repossess, and with reference to waiver are shown on
reverse hereof. THEY ARE A PART OF THIS AGREEMENT.
NOTICES: All notices provided for hereunder must be in writing. Such
notices mailed to or left at the within named premises shall
constitute notice to TENANT, and notice to the LANDLORD shall
be accomplished by like document to LANDLORD'S as herein
shown.
INSPECTION: Upon reasonable notice of not less than twelve hours to
TENANT, LANDLORD may enter premises for the purpose of
inspection, repair or showing to prospective purchaser or
tenant. After notice of termination of lease, LANDLORD may
place rental signs on the property.
POSSESSION: If LANDLORD is prevented by law or through no fault of his in
giving possession on the date herein provided, there shall be
no liability for damages of any kind resulting from such
failure.
ADVERTISING: All rights to advertise on premises or place signs thereon
shall be reserved to the LANDLORD.
ASSIGNMENT: The TENANT shall not be at liberty to assign this lease, or
sub-let the whole or any part of said premises for the whole
or any part of said term, or place any tenant upon said
premises without the assent of the LANDLORD, or his AGENT, in
writing.
INTEREST AND All sums due thereunder shall bear interest at 8% per annum
COSTS: after maturity and if placed with an attorney for collection,
LANDLORD may recover reasonable attorney's fees of 15% as cost
of collection.
FIRE: Should the premises be rendered untenable by fire or other
casualty, the lease is to terminate. Rent shall not ▇▇▇▇▇ in
case of partial damage which does not render the dwelling
untenable, in which case repairs will be promptly made.
FIXTURES: No fixtures are to be installed nor alterations and repairs
are to be made by TENANT without the written consent of
LANDLORD, but when so made shall become a part of the building
except fixtures as may be constructively attached, such as
stoves, heating units, refrigerators and like fixtures, or
others which are covered by written agreement, which shall be
removable by TENANT at the end of the term; provided, all rent
due under this lease has been paid and provided same can be
done without damage to the premises.
DAMAGE DEPOSIT: If sublet or assigned, LANDLORD may require a $2,400 damage
deposit.
SPECIAL: SPECIAL PROVISIONS OF THIS LEASE
1. This is a net/net/net lease. LANDLORD shall ▇▇▇▇ TENANT
annually for Insurance and Property Taxes.
2. Improvements and betterments will be made at expense and
liability of tenant with approval of LANDLORD.
3. TENANT has first refusal to purchase.
4. TENANT has right to sub-lease for like or similar business
office space.
5. Space may not be used for wholesale or retail liquor or
alcoholic beverage distribution or sale.
Executed under seal in duplicate on the day and year first
above written.
/s/ (L.S.) /s/ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇, II (L.S.)
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/s/ Interstate Cellular, Inc. (L.S.) /s/ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇, II (L.S.)
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(L.S.) (L.S.)
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TENANT
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ADDITIONAL PROVISIONS OF THIS LEASE
DEFAULT: Upon failure of TENANT to pay any sums hereunder promptly,
time being of the essence, or upon breach by TENANT of any of
the terms of this lease, the balance due, hereunder for the
full remainder of the term shall become due and payable at
once by TENANT. TENANT expressly represents that all
furniture, fixtures, appliances and equipment installed in
premises are his property and that no furniture, fixtures or
other property shall be removed by TENANT from the premises
while any provision of this lease is in default.
ABANDONMENT: If leased is in default and TENANT, his family and servants
have moved from the premises, LANDLORD may thereupon re-enter
and take possession of the said premises, and furniture and
other belongings of the TENANT which may be in same, without
legal process which will terminate any right of TENANT to
re-enter.
REPOSSESSION: In case of abandonment of premises by TENANT, or following
default, the surrender of possession on demand, or eviction by
law, LANDLORD may retake possession immediately and the
retaking of possession by LANDLORD, in absence of express
election in writing to do so, shall not terminate this lease.
LANDLORD shall have the right to recover immediately as
damages, rentals to the end of the lease. LANDLORD in
subletting premises shall be acting as TENANT'S agent to
reduce TENANT'S loss, any net sums received by the LANDLORD to
apply as payment on any judgement obtained of balance due.
After same is satisfied, LANDLORD is to pay anything received
to TENANT.
BANKRUPTCY: In case of bankruptcy, insolvency or receivership of TENANT,
LANDLORD is to have the right at his option to forthwith
terminate the lease and to proceed for any sum then due
hereunder and also damages for the breach of said lease.
TENANT waives and renounces for himself and family all
Homestead and Exemption rights of this State, of the United
States, or any other State, and as additional security
hereunder, assigns to LANDLORD such Homestead and/or
Exemption, authorizing LANDLORD as his attorney in fact to
file claim for Homestead and to receive and accept same in
TENANT'S name in any bankruptcy proceedings.
WAIVER: If in any instance, LANDLORD shall allow a delay or suspend
any provision in this lease, such waiver shall not prevent
LANDLORD from insisting upon a strict observance thereof at
any subsequent date.
