EXHIBIT 10.38
MASTER TOWER LICENSE AGREEMENT
This MASTER TOWER LICENSE AGREEMENT ("Master License Agreement") is made
this 12th day of June 1998, between Appalachian Power Company, a Virginia
corporation, ("Licensor"), and Triton PCS Property Company L.L.C., a Delaware
limited liability company, 0000 Xxxxxxxxx Xxxxxxx, Xxx. 000, Xxxxxxxx, Xxxxxxxx
00000 ("Licensee").
Background Information
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A. Licensee desires to install communication services equipment
consisting of radio communications facilities and towers, including without
limitation an air conditioned equipment shelter of no greater than one hundred
twenty (120) square feet, utility lines, electronic equipment, audio
transmitting and receiving antennas and supporting equipment, all as more
particularly described in the applicable SLA (as defined below) (the
"Communications Equipment") on and underneath certain of AEP Entities' towers
and land sites (individually referred to herein as a "Tower") located in various
counties in the States of West Virginia and Virginia at different Latitudes and
Longitudes (each such Tower location hereinafter referred to as a "Site"). The
Tower and land and the Communications Equipment located near the Tower for any
particular site is hereinafter collectively called the "Licensed Area.
B. Licensor, subject to Licensor's approval in each and every instance,
is willing to permit the installation of the Communications Equipment at each
Site, but subject to Licensee's full and complete compliance with all of the
terms and conditions set forth in this Master License Agreement and the terms of
any particular Site License Agreement.
Statement of Agreement
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All parties hereto acknowledge the accuracy of the above background
information and in consideration of the terms, provisions, covenants and
agreements herein set forth, agree as follows:
1. MASTER LICENSE.
This Master License Agreement sets forth the basic terms and conditions
upon which 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 a completed Site License Agreement, in the form attached
hereto as Exhibit A, which is incorporated herein by this reference or in such
other form as both parties may agree ("SLA"). The terms and conditions of any
SLA shall govern and control in the event of a discrepancy or inconsistency with
the terms and conditions of this Master License Agreement.
Licensor does, upon the signing of a particular SLA, hereby represent that
it shall, by reason of either fee ownership, lease, license or easement, have
the right to, and hereby does grant a non-exclusive license to Licensee to
install, maintain, replace and operate on the transmission towers, communication
towers, or real property set forth in the SLA, the Communications Equipment as
set forth in the SLA, subject to the terms and conditions set forth in this
Master License Agreement. Licensor makes no representation or warranty,
expressed or implied, regarding the suitability of the Tower for Licensee's
purposes. In those circumstances where Licensor's rights to the Licensed Area
are limited to easements or licenses permitting Licensor to install, operate and
maintain an electric transmission system, Licensor shall notify Licensee in
writing of any and all approvals, leases, rights, easements or permissions which
must be obtained. If Licensee decides, in its sole discretion, to pursue the
particular Site, Licensor, at the
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Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as *****. A complete version of this exhibit
has been filed separately with the Securities and Exchange Commission.
sole cost and expense of Licensee *****, shall attempt to obtain and
maintain any approvals, leases, rights, easements or permissions necessary to
install, operate and maintain the Communications Equipment in the Licensed Area.
In the event that the cost and expense for such approvals exceeds ***** for
any Site, Licensor and Licensee shall, before incurring any expense, mutually
agree upon such additional expense on a site by site basis. Prior to Licensee
reimbursing Licensor, Licensor shall supply documentation for the above costs.
If Licensor is unable to obtain said rights, Licensee shall be permitted to
contact the relevant property owner or third party.
2. TERM. The term of this Master License Agreement shall commence as of the
date hereof and shall continue until all of the SLAs have expired. As to any
particular Site, the term of the SLA shall commence on the initiation of any
construction at the Site, but in no event any later than six (6) months after
the signing of the SLA (the "Rental Commencement Date"), and shall continue for
an initial term (the "SLA Original Term") of ten (10) years. In the event that
Licensee shall not have acquired all of the necessary permits within said six
month period, the parties may by written mutual consent adjust the Rental
Commencement Date, provided that Licensee has demonstrated due diligence in
obtaining all of the necessary permits and Licensee agrees to continue such
efforts to obtain such necessary approvals. Licensee shall have the option to
extend any particular SLA for four successive option terms of five years each by
providing written notice to Licensor at least at least six (6) months prior to
the expiration of the then current term.
It is understood and agreed that the consent of an AEP Entity is required
before any specific location is made subject to a SLA. Such consent shall be in
the sole and absolute discretion of the Licensor. The AEP Entities reserve the
right, from time to time, to exclude certain potential Sites from the operation
of this Master License Agreement. AEP Entities shall further be permitted by
providing written notice to Licensee to cease to allow Licensee to select any
new Sites or enter into any new SLAs upon or after the fifth anniversary of the
commencement date of this Master License Agreement.
If during the initial six months after rental commencement date of any SLA,
Licensee determines that the Site is not suitable for its needs, then it may
terminate the SLA upon payment of a fee of *****. Thereafter, Licensee may
terminate any SLA by providing not less than one year's prior written notice.
3. RENT.
(a) Upon the selection of each Site hereunder, Licensee shall pay Licensor
an initiation fee of ***** to cover Licensor's costs in conducting a
preliminary analysis of the suitability of the Site for Licensee's purposes. The
initiation fee paid hereunder shall not cover any of Licensor's costs in
designing and preparing the Site for deployment of Licensee's Communication
Equipment. Such costs shall be billed separately at Licensor's actual cost,
including overheads, plus ***** or as agreed to by both parties
in a separate construction agreement. All such costs shall be approved by
Licensee in advance.
(b) The Annual Base Rent during the Original Term for any SLA entered into
within five years of the execution of this Master License Agreement shall be in
the amount of ***** due and payable, without demand, in advance monthly
installments of ***** for those Sites where Licensee will deploy on an existing
Tower of Licensor ("Tower Site"), and ***** due and payable, without demand, in
advance monthly installments of ***** for those Sites where Licensee must build
its own Tower ("Raw Land Site"). The Annual Base Rent during the Original Term
for any SLA entered into after the fifth anniversary of this Master License
shall be determined by (i) dividing
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(A) the CPI-U indicator (as defined below) published most recently prior to the
commencement date of the SLA, by (B) the CPI-U indicator published at the
commencement of this Master License Agreement, and (ii) multiplying the
resultant number by the Annual Base Rent for those SLAs entered into within the
fifth anniversary of this Master License Agreement. The first payment shall be
prorated from the Rental Commencement Date as set forth in the particular SLA to
the first monthly payment date. Monthly rental payments shall be due on the
first day of each month of each year. Monthly rental payments shall be paid to
Licensor at the address set forth in Section 23 or at such other address as
Licensor may designate in writing at least thirty (30) days in advance of any
rental payment date. Any monthly rent installments (Base Rent or Initiation
fees) shall be deemed late if not received by Licensor on the monthly payment
date and shall begin to bear interest at the prime rate of interest quoted by
Bank One, N.A. (or its successor) plus ***** per annum or the maximum
rate allowed under the laws of the State of Ohio, whichever is less, five (5)
days after the monthly payment date until paid. In addition to the interest
charged for such late payment, Licensee shall pay an administrative fee of *****
for each late notice provided by Licensor pursuant to Section 15 below.
(c) The Annual Base Rent during any renewal term shall be equal to the
Annual Base Rent paid for the previous term adjusted as provided herein and
shall remain the same throughout each year of such renewal term. Each adjustment
to the Annual Base Rent shall be based on the U.S. Department of Labor, Bureau
of Labor Statistic's Consumer Price Index for Urban Consumers, U.S. City Average
("CPI-U") indicator and shall be determined by (i) dividing (A) the CPI-U
indicator published most recently prior to the renewal date, by (B) the CPI-U
indicator published at the beginning of the term then in effect, and (ii)
multiplying the resultant number by the Annual Base Rent paid during the term
then in effect. In the event that the CPI-U is converted to a different standard
reference base or otherwise revised, the determination of the adjustment shall
be made with use of such conversion factor, formula or table for converting the
CPI-U as may be published by the Bureau of Labor Statistics, or if the Bureau
shall fail to publish the same, then with the use of such conversion factor,
formula or table as may be published by Prentice Hall Inc. or any other
nationally recognized publisher of similar statistical information.
(d) In the event that Licensee enters into more than twenty (20) SLAs, the
Annual Base Rent then applicable for each site licensed hereunder shall be
decreased by ***** per month for Tower Sites and ***** per month for Raw Land
Sites. In the event Licensee licenses more than forty (40) Sites the then
applicable Annual Base Rent for each site licensed hereunder shall be decreased
by an additional ***** for Tower Sites and ***** for Raw Land Sites. Such
discounts shall become effective on the first day of the month following the
Rental Commencement Date of the SLA which entitles Licensee to the volume
discount.
(e) No later than three (3) years after the signing of this Master License
Agreement, but after all the Sites have been identified, the parties agree to
develop a comprehensive billing schedule to provide for one quarterly rent
payment for all the Sites. In the event no comprehensive billing schedule is
developed, the rental terms and payments schedule set forth herein shall remain
in effect.
4. INDEMNIFICATION, LIMITATION OF LIABILITY & DAMAGES.
(a) Indemnification by Licensee. Licensee shall indemnify Licensor and
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save it harmless from and against any and all claims, actions, damages,
liability and expense in connection with a loss of life, personal injury and/or
damage to property arising from or out of: (i) any occurrence in, upon or at the
Site and Licensed Area caused by the act or omission of Licensee or Licensee's
agents, customers,
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separately with the Securities and Exchange Commission. Confidential treatment
has been requested with respect to the omitted portions.
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invitees, contractors, servants, vendors, materialmen or suppliers except to the
extent caused by the negligence or willful misconduct of Licensor, Licensor's
agents, customers, invitees, contractors, servants, vendors, materialmen or
suppliers; (ii) any occurrence caused by the violation of any law, regulation or
ordinance applicable to Licensee's actual use or presence on the Site and
Licensed Area or the actual use of or presence on the Site and Licensed Area by
Licensee's agents, contractors, servants, vendors, materialmen or suppliers; or
(iii) real estate brokers claiming by, through or under Licensee for any
commission, fee or payment in connection with this Master License Agreement.
If Licensor is made a party to any litigation commenced by or against
Licensee for any of the above reasons, then Licensee shall protect and hold
Licensor harmless and pay all costs, penalties, charges, damages, expenses and
reasonable attorneys' fees incurred or paid by Licensor in accordance with the
provisions of Section 4(c) of this Agreement.
(b) Indemnification by Licensor. Licensor shall indemnify Licensee and
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save it harmless from and against any and all claims, actions, damages,
liability and expense in connection with a loss of life, personal injury and/or
damage to property arising from or out of: (i) any occurrence in, upon or at the
Site and Licensed Area caused by the act or omission of Licensor or Licensor's
agents, contractors, servants, vendors, materialmen or suppliers except to the
extent caused by the negligence or willful misconduct of Licensee, Licensee's
agents, contractors, servants, vendors, materialmen or suppliers; (ii) any
occurrence caused by the violation of any law, regulation or ordinance
applicable to Licensor's actual use of or presence on the Site and Licensed Area
or the actual use of or presence on the Site and Licensed Area by Licensor's
agents, contractors, servants, vendors, materialmen or suppliers; or (iii) real
estate brokers claiming by, through or under Licensor for any commission, fee or
payment in connection with this Master License Agreement.
If Licensee is made a party to any litigation commenced by or against
Licensor for any of the above reasons, then Licensor shall protect and hold
Licensee harmless and pay all costs, penalties, charges, damages, expenses and
reasonable attorneys' fees incurred or paid by Licensee in accordance with the
provisions of Section 4(c) of this Agreement.
(c) Procedure. (i) Any party being indemnified ("Indemnitee") shall give
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the party making the indemnification ("Indemnitor") written notice as soon as
reasonably possible if (1) any claim or demand shall be made or liability
asserted against Indemnitee or (2) any suit, action or administrative or legal
proceedings shall be instituted or commenced in which any Indemnitee is involved
or is named as the defendant, either individually or with others.
(ii) If, within forty-five days after the giving of such notice, Indemnitee
receives written notice from Indemnitor stating that the Indemnitor disputes or
intends to defend against such claim, demand, liability, suit, action or
proceedings, then Indemnitor will have the right to select counsel of its choice
and to dispute or defend against such claim, demand, liability, suit, action or
proceeding at Indemnitor's expense. Notwithstanding the foregoing forty-five
day period, however, the Indemnitor shall notify Indemnitee of its intent to
dispute or defend any claim, demand, liability, suit, action or proceedings
within such timeframe as is imposed by any law or statute regarding the legal
obligation to file any pleading, petition, or similar response to any complaint,
petition, writ, or similar filing. Indemnitee will fully cooperate with
Indemnitor in such dispute or defense so long as Indemnitor is conducting such
dispute or defense diligently and in good faith; provided, however, that
Indemnitor will not be permitted to settle such dispute or claim without the
prior written approval of Indemnitee, which shall not be unreasonably withheld,
conditioned or delayed. Even though Indemnitor selects counsel of
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its choice, Indemnitee has the right to additional representation by counsel of
its choice to participate in such defense at Indemnitee's sole cost and expense.
(iii) If no such notice of intent to dispute or defend is received by
Indemnitee within the forty-five day period, or if diligent and good faith
defense is not being, or ceases to be, conducted, Indemnitee has the right to
dispute and defend against the claim, demand or other liability at the sole cost
and expense of Indemnitor and to settle such claim, demand or other liability
and in either event to be indemnified as provided for in this section.
Indemnitee is not permitted to settle such dispute or claim without the prior
written approval of Indemnitor which approval shall not be unreasonably
withheld, conditioned or delayed.
(iv) Indemnitor's indemnity obligation includes reasonable attorneys'
fees, investigation costs, and other reasonable costs and expenses incurred by
Indemnitee from the first notice that any claim or demand has been made or may
be made, and is not limited in any way by any limitation on the amount or type
of damages, compensation or benefits payable under applicable workers
compensation acts, disability benefit acts or other employee benefit acts. The
obligations of Licensee and Licensor under this Section 4 shall survive the
termination of this Master License Agreement and/or any SLA.
(d) Waivers. The parties each agree to expressly waive its immunity, if
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any, in connection to claims against the other party by each party's respective
employees, as a complying employer under the applicable Worker's Compensation
Law, but only to the extent that such immunity would bar or affect recovery
under or enforcement of the indemnification obligation under this section. Each
party agrees to obtain for the other party's benefit similar waivers of immunity
from its contractors or agents who perform work at the Licensed Area. Licensee
agrees to require in its contracts with its contractors and their subcontractors
to indemnify Licensee and Licensor of all claims for its negligence or willful
misconduct.
(e) Severability. Notwithstanding anything to the contrary contained in
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this Agreement or otherwise, it is understood and agreed that in the event that
any part of the aforesaid indemnities shall be held to be invalid by any court
of competent jurisdiction, the aforesaid indemnity shall not be invalidated, but
shall be revised to the extent that would then be the maximum scope which shall
be legally enforceable and the parties hereto hereby consent to the enforcement
of such indemnities as so modified.
5. TAXES. Upon presentation of a xxxx and other reasonable supporting
documentation, any tax, assessment, levy, charge, fee or license imposed or
required by reason of, attributable to or in connection with the Communications
Equipment or the Licensed Area, shall be paid in full by the Licensee either
directly to the applicable taxing authority or within thirty days of
presentation of the same by Licensor.
6. PERSONAL PROPERTY. The Communications Equipment shall remain the personal
property of Licensee and no part of such Communications Equipment constructed,
erected or placed by Licensee in the Licensed Area shall become, or is to be
considered as a fixture being affixed to or a part of, Licensor's real estate,
any and all provisions and principles of law to the contrary notwithstanding, it
being the specific intention of the parties that all improvements of every kind
and nature constructed, erected or placed by Licensee on the ground in the
Licensed Area shall be and remain the property of Licensee, with the exception
of any below grade grounding system which, at Licensor's option, shall remain in
place. Licensor waives any lien rights it may have concerning the Communications
Equipment which are deemed Licensee's personal property and not fixtures, and
Licensee shall have the right to remove the same at any time without Licensor's
consent (subject to the access restrictions set forth
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herein). Licensor acknowledges that Licensee may have entered into a financing
arrangement including promissory notes and financial and security agreements for
the financing of the Communications Equipment (the "Collateral") with a third
party financing entity (and may in the future 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 Rent due or to become due and that such Collateral may be
removed at any time (provided such removal is undertaken in compliance with the
access provisions set forth herein) without recourse to legal proceedings. Upon
termination of any SLA, Licensee may, in its sole and absolute discretion, allow
Licensor the right to retain all or any portion of the Communications Equipment
provided that Licensor pays Licensee adequate consideration, as determined by
Licensee, for the Communications Equipment.
7. INTERFERENCE AND DAMAGE. Licensee agrees that the Communications Equipment
shall not cause interference with any of Licensor's equipment located on the
Site or equipment of any third party located on the Site prior to the Licensees
execution of an individual SLA, for the same site. In the event that Licensee's
Communications Equipment causes such interference, Licensee agrees to promptly
remedy such interference at its sole expense and further agrees to limit or
cease radio operations during the period of such interference. Further, Licensee
shall hold harmless Licensor from and against any claims of adjoining landowners
to the extent such claims are based on Licensee's use of any Site. Licensor will
not permit or suffer the installation or existence of any subsequent
communications equipment or improvement by a party other than Licensor,
including without limitation, transmission or reception devices, upon any Site
or Licensed Area if such devices or improvement interferes with transmission or
reception by Licensee of its Communications Equipment in any manner whatsoever.
Licensor shall have complete discretion to install any improvements at the Site
or Licensed Area to serve its electric transmission and distribution needs. In
the event that Licensor installs any improvement upon its Tower, Site or
Licensed Area or a third party operates equipment which interferes with the
transmission or reception of Licensee's Communications Equipment and such
interference cannot be eliminated by Licensor and Licensee using their good
faith best efforts within a reasonable period of time, Licensor and Licensee
shall cooperate and use their good faith best efforts to find another Site for
Licensee's Communications Equipment. Licensee shall also have the option upon
any such relocation of terminating the applicable SLA effective as of the date
Licensee removes its facilities. Upon any such relocation Licensee shall have
the option of maintaining a temporary tower at the old site for purposes of
transmitting and receiving for a period of six months following the relocation
provided such temporary tower does not interfere with Licensor's operations or
overburden any existing land rights. Licensee shall be solely responsible for
the cost of relocating its equipment. Licensee agrees not to damage the Tower,
the Licensed Area or Site or any personal property or fixtures thereon in any
way. The liability for any such damage, if committed, shall be the liability of
Licensee in accordance with the terms and conditions of Section 4 hereof.
8. INSTALLATION. All Communications Equipment mounted on the Tower will be
attached securely with Licensor approved mounts, hangers, and clamps, in
accordance with the drawings delivered with each SLA. Installation and
maintenance of Licensee's Communications Equipment in the air shall be done at
Licensee's sole expense, and shall be in accordance with the standards and
requirements of Licensor, copies of which shall be delivered to Licensee, and
shall be done under the Licensor's supervision and shall be subject to
Licensor's final written approval, which approval shall be made in Licensor's
sole discretion. Prior to the installation, Licensee shall submit to Licensor
installation and engineering analysis or drawings for Licensor's approval. The
supervision, approval and other activities of Licensor under this section,
however, shall not constitute the waiver of any term or
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condition of this License Agreement. Scheduling of any and all work shall be
coordinated with Licensor, and Licensor reserves the right to have a
representative present during any such work, the cost of which shall be borne by
Licensee at a labor rate per hour pre-approved by Licensee. Licensee shall not
be liable to Licensor for any damage, expense, cost or other liability which is
attributable to (i) the failure of any equipment supplied by Licensor or (ii)
any directive, specification or requirement supplied by Licensor. Licensee shall
provide Licensor an opportunity to bid on all construction and engineering work
not undertaken by Licensee or one of its affiliates by submitting a description
of such work to Licensor and allowing Licensor no less than fifteen (15) days to
submit a bid. However, no preference for an award of said bid shall be given to
Licensor.
If Licensor is retained for engineering and design work, Licensee shall pay
Licensor ***** per Tower. However, after Licensor has completed the engineering
and design for the first two (2) Towers, Licensor may increase the engineering
and design prices to reflect any unforeseen expenses, so long as said unforeseen
expenses are agreed to by Licensee and adequate documentation is supplied to
Licensee to reflect same.
9. MAINTENANCE AND CONSTRUCTION. Licensee's Communications Equipment shall,
at the sole expense of Licensee, be installed, kept and maintained at all times
in a good state of repair and maintenance and in full compliance with all
applicable laws, rules and regulations of any and all governmental authorities,
now in force, or which may hereinafter be in force, including, without
limitation, the National Electrical Safety Code, the National Electric Code, the
Federal Communications Commission, the Occupational Safety and Health
Administration, the Federal Aviation Administration, the Environmental
Protection Agency, all other applicable federal, state, or local statutes,
rules, and codes, and any of Licensor's design or construction requirements.
Pursuant to applicable law, Licensee shall take any necessary precautions by the
installation of protective equipment or other means, to protect all persons and
property of all kinds against injury or damage occurring by reason of Licensee's
Communications Equipment on Licensor's Tower. Licensee shall secure any right,
license or permit from any governmental body, authority or other person or
persons which may be required for the construction or maintenance of the
Communications Equipment. Licensor assumes no responsibility for licensing,
operating or maintaining Licensee's Communications Equipment. Any future
maintenance involving antennas and cables must be coordinated with Licensor
within a reasonable time of not less than seven (7) business days prior to the
work being done, except in case of an emergency, Licensee shall still use its
best efforts to notify Licensor of the proposed maintenance activities in
advance of the work. An emergency includes the Licensee's loss of use of
Communications Equipment, termination of signal or signal degradation.
Notwithstanding the previous sentence, Licensee shall not under any
circumstances access any of the Communications Equipment on any electrical
transmission or distribution tower or pole due to concerns regarding the safety
and reliability of the Licensor's facilities unless, prior to such access,
Licensee provides Licensor with the name and relevant information of the party
which would perform work on such a electrical transmission or communication
tower, which party must be pre-qualified by the AEP Entity and continue to
maintain such AEP approved status, to perform electrical work at or above the
maximum voltage normally carried by the conductors attached to such facilities
("Authorized Party"). All scheduled and unscheduled maintenance work needed by
Licensee upon Licensor's electrical transmission or distribution facilities
shall only be done by Licensor or through an Authorized Party.
In the event that there is an emergency, Licensee shall immediately report
to Licensor the need for such emergency service, and Licensee may contact
Licensor to work towards a mutual resolution to repair the Communications
Equipment. If an Authorized Party has been previously designated, Licensee
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may, upon four- (4) hours notice, access the Premises through such Authorized
Party to perform the emergency restoration work.
10. PERMITTED USES & ACCESS. Licensee shall only use the Licensed Area for the
purpose of constructing, maintaining, replacing and operating the type of
Communications Equipment specified in Exhibit A. Such telecommunication
transmission and operation shall be conducted in accordance with the standards
imposed by the Federal Communications Commission, and any other applicable
local, state or federal body with authority over such transmission and
operation. Licensee shall use the Licensed Area for no other purpose without the
prior written consent of Licensor. Any use of the Licensed Area by Licensee
without the prior written consent of Licensor or in violation of any local,
state, or federal law shall, at Licensor's option be deemed a default of that
applicable SLA and give Licensor the right to terminate the SLA, except that
Licensor shall provide to Licensee by written notice a thirty (30) day period to
cure any violations which do not threaten the safety and operation of Licensor's
core business. If Licensee engages in any activity in violation of a permitted
use or of any applicable law and such activity jeopardizes the safety or
operation of Licensor's core business, then Licensor may terminate this Master
License Agreement and all SLAs immediately upon written notice to Licensee.
If necessary, Licensor shall provide keys or security devices or codes for
accessing the Site. If Licensor makes such keys or security devices available
to Licensee, Licensee shall not duplicate or disclose such keys or security
devices or codes and shall take all necessary precautions to prevent its
employees, agents, or representatives from duplicating any keys or security
devices or codes.
11. INSURANCE. Licensee and Licensee's contractors shall, at their own
expense, carry liability insurance reasonably acceptable to Licensor, which
shall protect Licensor and Licensee jointly and severally from any suit, claim,
or action which may arise from any accident or injury to any person (including
death) or damage to property, during the term of this Master License Agreement,
including any extension thereof. Licensor shall be listed as an additional
insured on such liability insurance policy. An approved certificate of such
insurance shall be furnished to Licensor's Department as identified in each SLA.
The amounts of insurance required under this Master License Agreement shall be
increased as Licensor may reasonably require from time to time provided that
such increase is based on industry-wide adjustment. Licensee acknowledges that
continued maintenance of the insurance requirements under the Master License
Agreement is a substantial and important part of the Master License Agreement
and that any lapse in insurance coverage shall be corrected so that coverage
will be in place during the entire term of this Agreement, with no gaps or
lapses in coverage. Upon commencement of this Master License Agreement, Licensee
and its contractors will procure and maintain public liability policies per Site
with limits of $1,000,000 per occurrence for bodily injury, $1,000,000 for
property damage, with a certificate of insurance to be furnished to Licensor
within 30 days of written request. Such policy will provide that cancellation
will not occur without at least 15 days prior written notice to Licensor.
Notwithstanding the foregoing, Licensee may, at its sole option, choose to be
self-insured and shall provide Licensor with such public non-confidential
information as reasonably requested by Licensor to prove adequate self-insured
funds. Licensee and Licensee's contractors shall also obtain and keep in force
statutory workers' compensation and employer's liability insurance and
automobile liability insurance in an amount not less than $1,000,000 combined
single limit for bodily injury and/or property damage. Such automobile insurance
will include coverage for all automobiles including hired and non- owned.
Licensee acknowledges that Licensor is self-insured.
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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 Site or to the Communications Equipment 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 under this Master License Agreement.
12. FIRE OR OTHER UNAVOIDABLE CASUALTY. In the event a Tower or any part
thereof shall at any time during the term of this Agreement or any renewal
thereof be destroyed by fire or other casualty so as to be unfit for Licensee's
occupancy and intended use hereunder and the Tower cannot be restored or rebuilt
by Licensor within 120 days, the affected SLA shall, at the option of Licensee,
terminate and Rent for such SLA shall be abated for the unexpired portion of the
term of such SLA, effective as of the date of such casualty. Licensor shall
notify Licensee within 30 days of the date of casualty of whether (i) it can
restore the Tower within 120 days, and whether (ii) it will restore the Tower
within 120 days. If the Tower can be restored or rebuilt within 120 days,
Licensor shall, with reasonable diligence, restore or rebuild the Tower and the
rent payable hereunder during the period in which the Licensed Area are
untenable shall be abated. In the event a Tower, Licensor's equipment building,
Licensor's facilities or any part thereof shall at any time during the term of
this Master License Agreement or any renewal thereof be destroyed by fire or
other casualty caused by the negligence of Licensee, its employees, contractors
or subcontractors, the existing term of the affected SLA shall not terminate and
there shall be no abatement or adjustment in the rent due. Notwithstanding the
foregoing, in the event of any casualty, Licensor and Licensee shall work
together to immediately erect a temporary communications facility. Upon
restoration and repair of the Tower, Licensee, at its sole cost, shall remove
the temporary facility from the Site.
13. UTILITIES. Licensee shall be solely responsible for and promptly pay all
utility charges for electricity, telephone service or any other utility used or
consumed by Licensee on the Licensed Area. Licensor will allow Licensee use of
the existing electric power source to the Licensed Area, provided there is
sufficient power available for Licensee's operations and it is possible to have
Licensee's usage separately metered.
14. SUBLICENSING. Licensee shall not sublicense Licensee's rights hereunder or
otherwise permit attachment or colocation of any third party communication
equipment within any Licensed Area, unless such arrangement is authorized
pursuant to the applicable SLA. Upon any such authorization Licensee shall pay
additional rent as mutually agreed upon by the parties and set forth in the SLA.
15. ASSIGNMENT. Licensee shall not assign, sell or transfer Licensee's rights
under this Master License Agreement to any other person, partnership,
corporation or other governmental agency without the express written consent of
Licensor, which consent may be withheld in Licensor's sole and absolute
discretion. Notwithstanding the foregoing and provided that Licensee is not in
default under this Master Tower Agreement or any SLA or, if Licensor is in
default, that the successor party remedies such default, Licensor shall not
withhold its consent to assign this Master License Agreement, together with all
of Licensee's rights in all SLAs (whether by absolute assignment or collateral
assignment), to (i) any affiliate of Licensee, (ii) any partnership, venture or
new corporation formed by Licensee, (iii) to any party controlling, controlled
by or under common control with Licensee, or (iv) any party succeeding to
Licensor's interest as a result of a secured interest or upon acquiring fifty-
one percent (51%) or more of
9
Licensee's stock or assets, provided such entity has the financial and technical
means to support Licensee's obligations hereunder and those obligations
contained within the SLAs and such entity accepts all outstanding liability of
Licensee. Any such assignee shall be deemed to have received all notices
provided prior to such assignment by Licensor to Licensee, including but not
limited to default notices, and Licensee shall remain a guarantor of all
Licensee obligations hereunder, unless specifically released by Licensor. Any
attempted assignment, sale or transfer of Licensee's rights under this Master
License Agreement in violation of this section shall render this Master License
Agreement null and void. No purported assignment, sublicense, sale or transfer
of Licensee's rights under this Master License Agreement, nor the acceptance of
a license payment by Licensor from a purported Licensee, shall release, relieve,
or in any manner modify the obligations of Licensee under the terms of this
Master License Agreement.
16. DEFAULT.
(a) Licensee Event of Default.
-------------------------
Each of the following events shall constitute a Licensee Event of Default
under this Agreement:
(1) Failure to Make Payments When Due.
---------------------------------
Licensee shall fail to pay any amount due and payable hereunder, whether at
its stated payment date or otherwise, which failure shall continue for a period
of ten (10) days after the receipt of written notice from Licensor describing
the delinquency of such payment;
(2) Breach of Covenant.
------------------
Licensee shall fail to perform or observe, in any material respect, any
term, covenant or agreement contained in this Master License Agreement on its
part to be performed or observed and fail to commence to cure such default
within thirty (30) days after receipt of written notice from Licensor describing
such default and thereafter diligently pursue such cure to completion; or
(3) Bankruptcy: etc.
----------------
Either Licensee shall generally not pay its debts as such debts become due,
or shall admit in writing its inability to pay its debts generally, or shall
make a general assignment for the benefit of creditors; or any proceeding shall
be initiated by or against Licensee seeking to adjudicate it as bankrupt or
insolvent, or seeking liquidation, winding up, reorganization, arrangement,
adjustment, protection, relief, or composition of it or its debts under any law
relating to bankruptcy, insolvency or reorganization or relief of debtors, or
seeking the entry of an order for relief or the appointment of a receiver,
trustee, custodian or other similar official for it or for any substantial part
of its property and, in the case of any such proceeding instituted against it
(but not instituted by it), either such proceeding shall remain undismissed or
unstayed for a period of 120 days, or any of the actions sought in such
proceeding (including, without limitation, the entry of an order for relief
against, or the appointment of a receiver, trustee, custodian or other similar
official for it or for any substantial part of its property) shall occur; or
Licensee shall take any action to authorize any of the actions set forth above
in this subsection (3).
(b) Licensor Remedies for Licensee Default.
--------------------------------------
If a Licensee Event of Default shall have occurred and be continuing,
the parties agree that Licensor may, at its option, exercise any one or more of
the following rights, privileges and remedies:
(1) terminate the SLA for the Site where the Event of Default
occurred;
10
(2) terminate this Master License Agreement and all SLAs entered into
pursuant to this Master License Agreement, if and only if an Event of Default
exists at more than three Sites or ten percent of the Sites, whichever is
greater;
(3) institute proceedings for the collection of all amounts payable
under this Master License Agreement for the affected Site(s), and enforce any
judgment obtained;
(4) suspend Licensee's access to climb or work on any Tower;
(5) remove or relocate Licensee's Communications Equipment at the
Site where the Event of Default occurred, all at Licensee's expense;
(6) decline to permit the installation of additional Communications
Equipment hereunder until such default is cured; and
(7) exercise any other rights and remedies that may be available at
law or in equity, including, but not limited to, any rights or remedies to
enforce the termination of this Agreement or any SLA.
No liability shall be incurred by Licensor because of any or all such actions.
The remedies provided herein are cumulative and in addition to any other remedy
available to Licensor under this Master License Agreement or otherwise. No such
termination, however, shall reduce or eliminate the obligation of the Licensee
to make an immediate payment of any amounts due to Licensor. In addition, no
such termination shall waive charges for the Communications Equipment beyond the
Master License Agreement term until said equipment is removed from Licensor's
Tower and shall not affect Licensee's Indemnification of Licensor contained in
Section 4, or the insurance requirements set forth in Section 11 hereof.
(c) Licensor Events of Default. Each of the following events shall
-------------------------
constitute a Licensor Event of Default under this Agreement:
(1) Failure to Make Payments When Due. Licensor shall fail to pay
---------------------------------
any amount due and payable hereunder, whether at its stated payment date or
otherwise, which failure shall continue for a period of ten (10) days after
written notice from Licensee to Licensor; or
(2) Breach of Covenant. Licensor shall fail to perform or observe,
------------------
in any material respect, any term, covenant or agreement contained in this
Master License Agreement on its part to be performed or observed and fail to
commence to cure such default within thirty (30) days after receipt of written
notice from Licensee describing such default and thereafter diligently pursue
such cure to completion; or
(3) Bankruptcy: etc. Either Licensor shall generally not pay its
----------------
debts as such debts become due, or shall admit in writing its inability to pay
its debts generally, or shall make a general assignment for the benefit of
creditors; or any proceeding shall be initiated by or against Licensor seeking
to adjudicate it as bankrupt or insolvent, or seeking liquidation, winding up,
reorganization, arrangement, adjustment, protection, relief, or composition of
it or its debts under any law relating to bankruptcy, insolvency or
reorganization or relief of debtors, or seeking the entry of an order for relief
or the appointment of a receiver, trustee, custodian or other similar official
for it or for any substantial part of its property and, in the case of any such
proceeding instituted against it (but not instituted by it), either such
proceeding shall remain undismissed or unstayed for a period of 120 days, or any
of the actions
11
sought in such proceeding (including, without limitation, the entry of an order
for relief against, or the appointment of a receiver, trustee, custodian or
other similar official for it or for any substantial part of its property) shall
occur; or Licensor shall take any action to authorize any of the actions set
forth above in this subsection (3).
(d) Remedies for Licensor Defaults. If a Licensor Event of Default shall
------------------------------
have occurred and be continuing, the parties agree that Licensee may, at its
option, exercise any one or more of the following rights, privileges and
remedies:
(1) terminate the SLA for the Site where the Event of Default
occurred;
(2) institute proceedings for the collection of all amounts payable
under this Master License Agreement, and enforce any judgment obtained;
(3) cause an Authorized Party to remove or relocate Licensee's
Communications Equipment, all at Licensor's expense;
(4) exercise any other rights and remedies that may be available at
law or in equity, including, but not limited to, any rights or remedies to
enforce the termination of the affected SLA.
No liability shall be incurred by Licensee because of any or all such actions.
The remedies provided herein are cumulative and in addition to any other remedy
available to Licensee under this Master License Agreement or otherwise. No such
termination, however, shall reduce or eliminate the obligations of the Licensor
to make an immediate payment of any amounts due to Licensee. In addition, no
such termination shall affect Licensor's Indemnification of Licensee contained
in Section 4, or the insurance requirements set forth in Section 11 hereof.
17. REMOVAL OF COMMUNICATIONS EQUIPMENT. Licensee shall remove the
Communications Equipment, as well as its fixtures, structures, buildings, signs
or other improvements, if any, placed upon a Tower or the Licensed Area within
thirty (30) days after an SLA expires or is terminated, whichever occurs first.
In performing such removal, Licensee shall restore the Site and Licensed Area
and any personal property and fixtures thereon to substantially as good a
condition as they were prior to the installation or placement of such equipment,
fixtures, signs or other improvements, reasonable wear and tear excepted, as
reasonably and objectively determined by Licensor. If Licensee fails to remove
such equipment, fixtures, signs or other equipment upon expiration of this
Master License Agreement, at Licensor's option, Licensee shall compensate
Licensor, on a monthly basis, for each month the Communications Equipment
remains on the Tower or Licensed Area after termination of this Master License
Agreement, at 125% the monthly rate at the time of termination, until such time
as the removal of the Communications Equipment is completed or Licensor may,
after written notice of not longer than sixty (60) days remove and dispose of
such equipment, fixtures, signs or other improvements and Licensee shall
reimburse Licensor for the actual and documented costs of such removal and
disposal.
18. FORCE MAJEURE. Neither party shall be liable for damages caused by its
failure to fulfill its obligations under this Master License Agreement due to,
occasioned by or in consequence of, any of the following causes or
contingencies, viz: acts of God, the elements, storms, hurricanes, tornadoes,
cyclones, sleet, floods, backwaters caused by floods, lightning, earthquakes,
landslides, washouts or other revulsions of nature, epidemics, accidents, fires,
failures of facilities, collisions, explosions, strikes, lockouts, differences
with workmen and other labor disturbances, vandalism, sabotage, riots, inability
to secure materials, supplies or equipment from usual sources, breakage or
failure of machinery, equipment,
12
electrical lines or equipment, wars, insurrections, blockades, acts of the
public enemy, arrests and restraints of rules and people, civil disturbances,
acts or restraints of federal, state or other governmental authorities, acts or
failure to act of the parties and any other causes or contingencies not within
the control of the parties, whether of the kind herein enumerated or otherwise.
Settlement of strikes and lockouts shall be wholly within the discretion of the
party having the difficulty. Such causes or contingencies affecting performance
shall not relieve either party of liability in the event of its failure to use
reasonable means to remedy the situation and remove the cause with reasonable
dispatch.
19. LICENSOR'S AGREEMENT REGARDING CONSTRUCTION. Licensor acknowledges that
AEP Communications, LLC and ComNet ("Contractor") are, and shall continue to be,
Authorized Parties as defined in this Master License Agreement and that the
Contractors shall be permitted to perform certain construction services for
Licensee on selected Sites in accordance with the terms and conditions of the
Contractor's independent agreements with Licensee, at Licensee's option.
Licensee may submit the names of additional contractors for approval by Licensor
as authorized parties. Said approval shall not be unreasonably withheld or
delayed, provided such additional contractors have the technical and financial
means to safely perform the work requested of them.
20. ENVIRONMENTAL. Licensee will not during the term of this Master License
Agreement and any renewal periods thereof, contaminate the Licensed Area with
any hazardous substance, hazardous waste, or hazardous material. Licensee shall
assume all responsibility and/or liability for all contamination it creates or
has created and shall remediate any such contamination in accordance with all
applicable laws and regulations. Licensee agrees to defend and indemnify
Licensor against any and all such losses, liabilities, claims and/or costs
(including attorneys' fees and costs) arising from any breach of the covenants
contained within this section. The covenants of this section shall survive and
be enforceable and shall continue in full force and effect for the benefit of
either party and its subsequent transferees, successors and assigns throughout
the term of this Master License Agreement and any renewal periods thereof.
Licensor represents and warrants that to the best of its knowledge there are no
environmental hazards on any Site. Licensor shall assume all responsibility
and/or liability for all contamination it creates or has created and shall
remediate any such contamination in accordance with all applicable laws and
regulations. Licensor agrees to defend and indemnify Licensee against any and
all such losses, liabilities, claims and/or costs (including attorneys' fees and
costs) arising from any breach of the covenants contained within this section.
Nothing in this Master License Agreement or in any SLA will be construed or
interpreted to require Licensee to remediate any environmental hazards located
on any Site unless Licensee or Licensee's officers, employees, agents or
contractors place the environmental hazard on such site. Nothing in this Master
License Agreement or in any SLA will be construed or interpreted to require
Licensor to remediate any environmental hazards located on any Site unless
Licensor or Licensor's officers, employees, agents or contractors place the
environmental hazard on such site or unless required by applicable law.
21. RELOCATION/SUBORDINATION. This Master License Agreement is subject to the
right of Licensor, without liability to Licensee or its telecommunications
customers, to relocate, replace, sell in accordance with Section 25 hereunder or
change the location of any or all of its towers and attendant facilities when
Licensor determines that such Site is needed in connection with its business
operations in a manner which is incompatible with Licensee's continued use of
the Site or when Licensor intends to sell a Site because it is no longer needed
in connection with its business operations, but it is understood that (i)
Licensor shall give Licensee not less than six (6) months prior written notice
of such relocation, and (ii) Licensor shall use its good faith, best efforts to
relocate the Communications Equipment along with Licensor's Tower during the
term of this Master License Agreement, but such relocation will not guarantee or
preserve connectivity to all telecommunications customers of Licensee; provided,
however,
13
that Licensee may elect not to relocate its Communications Equipment in which
case the SLA for such Site shall terminate with no further liability including
any obligation of Licensee to pay rent to Licensor, accruing to either party. In
any such case, Licensee shall not bear any costs of relocating the Tower, but
Licensee shall be responsible for the cost of relocating its Communications
Equipment. In the event that any such relocation is necessitated by the lawful
requirements of governmental authorities the parties shall each bear their own
share of the costs of restoring the Tower. Licensee shall be permitted to erect
and maintain a temporary tower at the old Site for a period of six months
following such relocation, provided such temporary tower does not violate the
terms of any sales agreement or land rights.
This Master License Agreement is and shall be subject and subordinate to
any and all permanent or building loan mortgages or deeds of trust covering the
License Area now existing or hereinafter made by the Licensor and to all
advances made or to be made thereon and to all renewals, modifications,
consolidations, replacements, or extensions thereof and the lien of any such
mortgage or mortgages shall be superior to all rights hereby or hereunder vested
in the Licensee to the full extent of the principal sum secured thereby and
interest thereon.
22. WAIVER. The failure of either party to enforce any terms or conditions of
this Master License Agreement shall not constitute a waiver of the same or other
terms and conditions or otherwise prevent or preclude such party from exercising
its rights or remedies hereunder, at law or in equity.
23. NOTICES. Any and all notices or other written Communications required or
permitted hereunder shall be in writing and mailed postpaid via United States
Certified Mail or reliable, receipted overnight courier service, as follows:
Licensor: American Electric Power Service Corporation, 0 Xxxxxxxxx Xxxxx,
Xxxxxxxx, Xxxx 00000, Attention: Xxx XxXxxx.
Licensee: Triton PCS Property Company L.L.C., 0000 Xxxxxxxxx Xxxxxxx, Xxx.
000, Xxxxxxxx, Xxxxxxxx 00000.
24. REGULATION. Both parties acknowledge that prior to negotiation of this
Master License Agreement the parties carefully reviewed all relevant provisions
of state and federal statutes and regulations relating to the regulation of the
facilities licensed hereunder, and that the negotiations freely conducted herein
were undertaken without duress and with full knowledge of any rights either
party may have pursuant to such state or federal law. Both parties believe the
rental rates charged herein to be in compliance with any applicable state or
federal law. Each and every provision of this agreement is considered an
essential exchange of consideration hereto. Any deviation in the rate charged
herein from the calculation of such rate pursuant to any applicable state or
federal law imposed formula is a result of other negotiated concessions made
herein by the AEP Entities or Licensee. To the extent that either party may
challenge any provision of this agreement as violative of state or federal law
and is successful, then upon the sole option of the party to which such
determination adversely affects, this Master License Agreement and all SLAs
shall terminate effective as of such determination. Upon such termination both
parties shall enter into negotiations for a new agreement in compliance with
such determination. It is the intent of both parties that any adjustments made
pursuant to any such judicial or regulatory determination allow Licensor to
recover the maximum amount available in accordance with the applicable regulated
rate.
25. TRANSFER OF LICENSOR'S INTEREST. Licensor shall be liable under a SLA only
while the owner of a Site or Licensed Area. In the event that Licensor
voluntarily relinquishes control of the Site
14
or Licensed Area and does not exercise other options under the terms of this
Master Agreement, Licensor shall require the new controlling party to assume the
obligations hereunder and under such SLA and perform all of the licensed
obligations thereunder. In the event the facility is involuntarily removed from
Licensor's control, Licensor will use its best efforts to have the SLA and this
Master License Agreement similarly transferred, subject to applicable laws. In
each of the foregoing events, the Licensor shall provide Licensee with the name,
address and phone number of the new controlling entity.
26. LIGHTING REQUIREMENTS. Licensor shall be responsible for compliance with
all marking and lighting requirements of the Federal Aviation Administration
("FAA") and the Federal Communications Commission ("FCC") provided that if the
requirement for compliance results from the Communications Equipment, 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 SLA or proceed to cure the conditions
of noncompliance at Licensor's expense, which amounts may be deducted from the
Annual Base Rent next due.
27. MISCELLANEOUS.
Third Parties. This Master License Agreement shall not create for, nor
give to, any third party any claim or right of action against either party to
this Master License Agreement that would not arise in the absence of this Master
License Agreement.
Non-Disclosure. Except as required by law, regulation, or judicial or
administrative order, there shall be no disclosure of the terms of this Master
License Agreement and the parties shall execute a non-disclosure agreement in
substantially the form attached hereto as Exhibit B.
Personal License. This Master License Agreement grants a license only,
revocable or terminable under the terms or conditions herein, and no use,
however extended, of Licensor's Towers or payment of any fee or charge required
hereunder shall create or vest in Licensee any claim of right, possession,
lease, easement, title, ownership or other interest in real estate.
Nothing in this Master License Agreement shall be construed as a grant by
Licensor of an exclusive license, right or privilege to License, nor as a
limitation, restriction, or prohibition of any agreement which Licensor has made
or may, in the future, make. Licensor shall have and retain the right to
extend, renew or grant to others not party to this Master License Agreement any
right or privilege to use its Towers, except as limited by this Master License
Agreement. Nothing in this Master License Agreement shall be construed to
compel Licensor to construct, reconstruct, retain, extend, repair, place,
replace or maintain the Towers which, in Licensor's sole discretion, is not
needed for its own purposes. Licensor and its successors and assigns shall have
the right to operate, relocate and maintain its Towers system and attendant
facilities in such a manner as will best enable it, in its sole discretion, to
fulfill its service requirements. In the event Licensor opts not to restore or
repair any Tower, Licensee may terminate this Master License Agreement and/or
any relevant SLA and receive a rent abatement as provided in Section 12 hereof.
Liens and Encumbrances. If because of any act or omission of Licensee, any
mechanic's lien or other lien, charge, or order for the payment of money shall
be filed against any portion of the Licensed Area, the Licensee shall, at its
own cost and expense, cause the same to be discharged of record or bonded within
ninety (90) days. Licensee shall indemnify and hold harmless Licensor from any
loss,
15
cost or expense arising from or incurred by Licensor as the result of Licensee's
breach of the foregoing covenants, which indemnities shall survive the
termination of this Master License Agreement.
No Joint Venture. Nothing in this Master License Agreement is intended to,
or shall be deemed to, constitute a joint venture, a partnership or agency
between the Licensee and Licensor.
Survivability. Neither termination nor cancellation of this Master License
Agreement or any authorization granted hereunder shall be deemed to relieve
either party of any obligations that by their nature survive such termination or
cancellation, including but not limited to all guarantees and promises of
indemnity.
Interpretation. The laws of the state where the relevant COMMUNICATIONS
Equipment under each SLA is located shall govern any controversy related thereto
or to any SLA involving such equipment.
Several Liabilities. The obligations, terms and conditions of the
Licensors under this Master License Agreement are several, not joint.
Headings. Section headings of this Master License Agreement are inserted
only for reference and in no way define, limit, or describe the scope or intent
of this Master License Agreement nor affect its terms or provisions.
Multiple Counterparts. This Master License Agreement may be executed in
one or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
Entire Agreement. This Master License Agreement and executed SLAs are the
entire agreement between the parties on the subject matter of this License and
supersede any prior or contemporaneous agreement or understanding between them.
No course of performance, usage of trade or course of dealing shall be relevant
to supplement or explain any term or condition in this Master License Agreement
or SLA. This Master License Agreement or any SLA may not be modified or amended
nor may any obligation of either party be modified, changed or discharged except
in writing signed by a duly authorized officer or employee.
Each party hereby represents and warrants to the other (i) it has full
right, power and authority to make this Master License Agreement and to enter
into any SLA and that the same have been voluntarily negotiated and agreed upon;
(ii) the making of this Master License Agreement and the performance thereof
will not violate any laws, ordinance, restrictive covenants or other agreements
under which such party is bound; (iii) that such party is a duly organized and
existing corporation or limited liability company; (iv) the party is qualified
to do business in any state in which the Site and Licensed Areas are located;
and (v) all persons signing on behalf of such party were authorized to do so by
appropriate corporate or partnership action.
Licensee and Licensor represent to each other that neither has had any
dealings with any real estate brokers or agents in connection with the
negotiation of this Master License Agreement.
16
In Witness Whereof, the parties have caused this Master License Agreement
to be signed as of the date first above written.
WITNESS the following signatures:
LICENSOR:
Appalachian Power Company
_______________________________________ By:_______________________________
Name______________________________
_______________________________________ Title:____________________________
Date:_____________________________
LICENSEE:
Triton PCS Property Company L.L.C.
By Triton Management Company,
Inc., its Manager
By:_______________________________
Title:____________________________
Date:_____________________________
STATE OF OHIO
COUNTY OF FRANKLIN
This Master License Agreement was acknowledged before me on this _____ day
of __________________, 199___ by _______________________, _________________ of
Appalachian Power Company, for and on behalf of the corporation.
________________________________
Notary Public
Commission expires:_____________
17
STATE OF__________
COUNTY OF_________
This Master License Agreement was acknowledged before me on this _____ day
of _______________, 1998 by ______________________, __________________ of Triton
Management Company, Inc., for and on behalf of the Company.
_________________________________
Notary Public
Commission expires:______________
18
License No.____
Structure No.___
Exhibit A
SITE LICENSE AGREEMENT
Site License
Pursuant to the Master Tower License Agreement between Appalachian Power
Company, a Virginia corporation ("Licensor") and Triton PCS Property L.L.C., a
Delaware limited liability company ("Licensee"), the parties intend to bring the
following Licensed Area under the terms of the Master Tower License Agreement.
1. Site No./Name:____________________________________________________
2. Site Address: ____________________________________________________
3. Site Latitude and Longitude:_________________________________________
4. Annual Base Rent:
Additional Rent Costs:
5. Rental Commencement Date:
6. Term: See Master Tower Agreement, Section 2.
7. Special Access Requirements:
8. Legal Description:
9. Access Road:
10. Description of Communications Equipment and frequency at which it will be
operated:
11. Special Provisions:
12. Licensor Contact for Emergency:
13. Licensee Contact for Emergency:
LICENSEE: LICENSOR:
Triton PCS Property L.L.C. Appalachian Power Company
By: Triton Management Company, Inc.
By:________________________________ By:_____________________________
Title:_____________________________ Title:__________________________
Date:______________________________ Date:___________________________
19
