EXHIBIT 10.19
12/28/95
MASTER TOWER LEASE AGREEMENT
This Agreement, made this 29th day of DECEMBER, 1995, between XXXXXX X.
CROWN, d/b/a CROWN COMMUNICATIONS, with its principal mailing address of Penn
Center Xxxx XXX, Xxxxxxxx #0, Xxxxx 00, Xxxxxxxxxx, XX 00000, hereinafter
designated "CROWN" and Cellco Partnership, a Delaware General Partnership, d/b/a
Xxxx Atlantic NYNEX Mobile, Pittsburgh SMSA, L.P., and PA RSA 6 (II) referred to
hereinafter by name or individually and collectively as "BANM ", with its
principal offices at 000 Xxxxxxxxxx Xxxxxx Xxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000,
hereinafter designated "BANM".
WITNESSETH
WHEREAS, Cellco Partnership, a Delaware General Partnership, d/b/a Xxxx
Atlantic NYNEX Mobile, Pittsburgh SMSA, L.P.,and PA RSA 6 (II) are related
entities, each of which operates in different areas to which this Master Tower
Lease Agreement may be applicable. They enter into this Master Tower Lease
Agreement in order to indicate their agreement to the terms and conditions
contained herein. It is the intention and understanding of CROWN and BANM that
individual Lease Supplements, as that term is defined hereinafter, shall be
entered into by only one of the following, Cellco Partnership, d/b/a Xxxx
Atlantic NYNEX Mobile, Pittsburgh SMSA, L.P.,and PA RSA 6 (II), as determined
solely by the BANM.
WHEREAS, BANM desires to lease space on certain towers owned by CROWN; and
WHEREAS, CROWN and BANM are desirous of establishing terms and conditions
which will apply to multiple sites which are to be leased by or presently being
leased by CROWN to BANM,
In consideration of the mutual covenants contained herein, as well as the
mutual covenants contained in the companion "Master Tower Lease Agreement" in
which CROWN herein is the Lessee therein and BANM herein is Lessor therein,
which is being executed contemporaneously with this Agreement, and intending to
be legally bound hereby, the Parties hereto agree as follows:
1. CROWN hereby leases to BANM that certain space on one or more of
CROWN's towers, if space is available and the proposed installation is
structurally and frequency compatible, together with land for the installation
of BANM's equipment building(s) or equipment cabinet(s) or space within CROWN's
equipment building for the installation of BANM's equipment and together with a
non-exclusive right for ingress and egress, seven (7) days a week, twenty-four
(24) hours a day, on foot or motor vehicle, including trucks and for the
installation and maintenance of utility wires, poles, cables, conduits and pipes
over, under or along a right of way over CROWN's Property from the nearest
public right-of-way to the leased premises. Said space on CROWN's tower, parcel
of land for equipment building and right-of-way are collectively referred to
hereinafter as the "Property". The specific location, description and size of
the Property for each particular site will be described on one or more
supplements to this Agreement which CROWN and BANM shall prepare upon BANM's
decision to occupy a particular property and pursuant to which the specific
described Property will be leased by CROWN to BANM, for the purposes described
herein. The form of such supplement is attached hereto as Exhibit "A" to the
Master. Upon the communication by BANM to CROWN of the decision of BANM to lease
particular Property, CROWN shall within ten (10) days of such communication
provide BANM with the latitudes and longitudes of the Property and all other
information necessary to complete the supplement in each instance. The
supplement shall become effective upon its execution by both CROWN and BANM. The
terms and conditions of this Agreement shall apply to each said supplement,
whether executed simultaneously with this Agreement or subsequent to it.
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In the event any public utility is unable to use the right-of-way described in
the supplement, CROWN hereby agrees to grant, if available, an additional right-
of-way either to BANM or to the public utility at no cost to BANM.
All future tenants of CROWN's tower will be obligated to comply with all
interference requirements as outlined in Paragraph 9 herein.
Should BANM install its equipment in CROWN's equipment building, CROWN will be
responsible for supplying all emergency power to BANM or, at CROWN's discretion,
additional space within the building at no additional charge to allow BANM to
place its own generator. BANM will be responsible for supplying heating, air
conditioning, air conditioning distribution, cable trays, utilities, utility
meter or sub-meter.
BANM and CROWN agree that BANM shall have the right to replace the equipment
described in the supplement with similar and comparable equipment.
2. The term of this Agreement shall be twenty-five (25) years after which
term, the terms and conditions shall survive and govern any remaining
supplements until their termination.
3. Each Property leased by CROWN to BANM pursuant to an applicable supplement
shall be leased with the commencement date as of the first (1st) day of the
month in which BANM is granted a building permit by the governmental agency
charged with issuing such permits for the Property unless otherwise indicated in
the supplement. In the event that a building permit is not required by the said
governmental agency, then the commencement date of each applicable supplement
shall be defined as the date of execution by both Parties of the applicable
supplement. The initial term for each supplement shall be for five (5) years and
shall be subject to extension as provided in this Agreement.
4. The term of each particular supplement shall automatically be extended for
four (4) additional five (5) year terms unless BANM terminates it at the end of
the then current term by giving CROWN written notice of the intent to terminate
at least six (6) months prior to the end of the then current term.
Notwithstanding the foregoing, if CROWN's rights in the Property are derived
from a prime lease with a third party and such prime lease has a shorter term or
extension terms than those provided for under this Paragraph, then BANM's right
to extend any particular supplement shall only be for as long as CROWN has the
right to extend its interest in the same applicable Property. BANM shall have
the right to terminate any supplement on the annual anniversary of said
supplement provided CROWN is given thirty (30) days written notice.
Notwithstanding the extension provisions contained herein, there shall be no
option to extend the term of any supplement following termination of this
Agreement.
5. The annual rental shall be paid in equal monthly installments on the first
(lst) day of each month, in advance, to CROWN or such other person, firm or
place as CROWN may, from time to time, designate in writing at least thirty (30)
days in advance of any rental payment date. The amount of the annual rental
shall be that amount as defined on Exhibit "D" attached hereto and made a part
hereof.
The annual rental for the first (1st) five (5) year extension term and
each and every extension thereafter, shall be adjusted by a formula as follows:
[*]
[*]
[*] Indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed with the Securities and Exchange
Commission separately.
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[*]
The Parties agree that the properties presently leased to BANM by CROWN as
listed in Exhibit "B" to the Master attached hereto and made a part hereof,
shall be governed by the terms and conditions of this Agreement. Upon execution
of this Agreement, the amount of the annual rental payments, including any back
rent that has not yet been paid as of the execution date of this Master
Agreement, shall be that amount as calculated in accordance with, and as defined
on Exhibit "D" to the Master attached hereto and made a part hereof.
6. BANM shall use the Property for the purpose of constructing, maintaining
and operating a Communications Facility and uses incidental thereto together
with all necessary connecting appurtenances. CROWN shall provide a security
fence around the existing improvements at the Property. All improvements to the
Property resulting from BANM's use shall be at BANM's expense. BANM will
maintain the Property in a reasonable condition. It is understood and agreed
that BANM's ability to use the Property is contingent upon its obtaining after
the execution date of this Agreement all of the certificates, permits, F.C.C.
approvals for full power usage and other approvals that may be required by any
Federal, State or Local authorities which will permit BANM use of the Property
as set forth above. CROWN and BANM agree that CROWN, at CROWNS expense, shall
obtain the building permit in CROWN's name, for the initial BANM installation
that might be required for the Property. After the initial BANM installation,
BANM shall be responsible for obtaining at BANM's own expense, building permits
for any changes to the Property to be made by BANM. In the event CROWN
determines that no building permit is required, CROWN shall indemnify, defend
and hold BANM harmless against any claim of liability or loss, including
reasonable attorney's fees and costs, resulting from the failure to obtain a
building permit and BANM reserves the right to obtain a building permit on its
own, at BANM's expense. CROWN shall cooperate with BANM's use of the Property as
set forth above. CROWN shall cooperate with BANM in its effort to obtain such
approvals and shall take no action which would adversely affect the status of
the Property with respect to the proposed use thereof by BANM. In the event that
any of such applications should be finally rejected or any certificate, permit,
license or approval issued to BANM is canceled, expires, lapses, or is otherwise
withdrawn or terminated by governmental authority so BANM in its sole discretion
will be unable to use the Property for its intended purposes, BANM shall have
the right to terminate the supplement concerning the affected Property. Notice
of BANM's exercise of its right to terminate shall be given to CROWN in writing
by certified mail, return receipt requested, and shall be effective upon the
mailing of such notice by BANM. All rentals paid to said termination date shall
be retained by CROWN. Upon such termination, such supplement shall become null
and void and the Parties shall have no further obligations including the payment
of money, to each other.
[*] Indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed with the Securities and Exchange
Commission separately.
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7. CROWN agrees BANM shall have free access to CROWN's tower at all times
for the purpose of installing and maintaining BANM's equipment and in
circumstances in which BANM's equipment is located within CROWN's tower
equipment building, CROWN further agrees to give BANM free ingress and egress to
CROWN's tower equipment building during the continuation of the supplement and
any renewals thereof. BANM, at BANM's sole expense, shall have the option of
structurally upgrading or replacing CROWN's communications facility to
accommodate BANM's tenancy of the Property, however, CROWN reserves the right to
approve any and all changes and shall retain ownership of the structure
including any and all structural modifications and support structures except for
BANM's antennas and cables, throughout the terms of any supplement and this
Agreement. In the event BANM chooses to upgrade or replace CROWN's
communications facility, CROWN will be guaranteed by BANM that CROWN will not
experience any down time in CROWN's operation and BANM will indemnify and
reimburse CROWN for any and all claims of liability or losses by CROWN or any
third party resulting from any such down time in CROWN's operation. CROWN shall
furnish BANM with necessary keys for the purpose of ingress and egress to the
said site and tower location. It is agreed, however, that only authorized
engineers, employees or properly authorized contractors of BANM or persons under
their direct supervision will be permitted to enter said Property.
8. It is further understood and agreed CROWN must approve of the installation
contractor or personnel chosen by BANM to install, maintain and operate the
equipment, said approval by CROWN shall be made within ten (10) business days of
BANM's submission of said installation contractor or personnel. Said
installation, maintenance and operation will in no way damage or interfere with
CROWN's use of the Tower, antennas and appurtenances. If damage or interference
is caused by BANM, and BANM fails to make such repairs within twenty four (24)
hours after notice by CROWN, CROWN may make the repairs and the reasonable costs
thereof shall be payable to CROWN by BANM on demand. If BANM does not make
payment to CROWN within thirty (30) days after such demand, CROWN shall have the
right to declare this Agreement in default and terminate the same without any
further notice or demand to BANM. CROWN's approval of the installation
contractor or personnel shall not be unreasonably withheld or delayed. CROWN
covenants that it will keep the Tower in good repair as required by federal law
H.R. 6180/S.2882, the Telecommunications Authorization Act of 1992 including
amendments to Sections 303(q) and 503(b) (5) of the Communications Act of 1934.
CROWN shall also comply with all rules and regulations enforced by the Federal
Communications Commission with regard to the lighting, marking and painting of
towers. If CROWN fails to make such repairs immediately after notice by BANM,
BANM may make the repairs and the reasonable costs thereof shall be payable to
BANM by CROWN on demand. If CROWN does not make payment to BANM within thirty
(30) days after such demand, BANM shall have the right to deduct the costs of
the repairs from the succeeding monthly rental amounts normally due from BANM to
CROWN.
Notwithstanding anything to the contrary contained elsewhere in this
Agreement, with respect to work to be performed on or installations on the
Tower, CROWN shall have the right of first refusal to meet any bona fide bid
received by BANM to perform such work upon the same terms and conditions as set
forth in the bid, provided however that CROWN has an executed construction
agreement with BANM at the time of the bid offer. CROWN shall have seven (7)
days after the submission of such bid by BANM to notify BANM whether CROWN
intends to meet such bid and perform the work in accordance with the bid. In the
event CROWN does not notify BANM within such time, BANM may proceed to contract
with another party subject to CROWN's reasonable approval of such contractor.
Additionally, CROWN shall have the right to bid on such tower work without
awaiting the submission of a bona fide third party bid, utilizing its most
recent awarded competitive project rates, which bid BANM, at its option, may
accept or decline. At its option, BANM shall have the right to furnish any and
all materials with respect to tower work as long as they are in compliance with
the other terms of this Agreement.
All work performed by CROWN on the Property shall be subject to inspection by
BANM in order to ensure compliance with the scope of work that is to be
provided. BANM shall comply with all specifications with
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regard to construction, radio frequency and installation on CROWN's tower as
outlined in Exhibit "C" to the Master attached hereto and made a part hereof.
No materials may be used in the installation of the antennas or
transmission lines that will cause corrosion or rust or deterioration of the
Tower structure or its appurtenances.
Each antenna must be identified by color coding or a metal tag fastened
securely to its bracket on the Tower and each transmission line is to be tagged
at the conduit opening where it enters the equipment building.
9. BANM agrees to have installed transmitting and receiving equipment of
the type and frequency which will not cause measurable interference as defined
by the F.C.C. to CROWN, other lessees of the Premises or neighboring landowners.
In the event BANM's equipment causes such interference BANM will take all steps
necessary to correct and eliminate the interference. CROWN agrees that any
future tenants of the premises who take possession after the date of execution
of the supplement will have installed transmitting and receiving equipment of
the type and frequency which will not cause measurable interference as defined
by the F.C.C. In the event any future tenant's equipment causes interference,
CROWN will see that said tenant take all steps necessary to correct and
eliminate the interference and said tenant ceases operation until said
interference is eliminated.
10. BANM agrees to maintain the antennas, transmission lines and other
appurtenances, in proper operating condition and maintain same as to appearance
and safety.
11. All installations and operation in connection with this Agreement by
BANM shall meet with all applicable rules and regulations of the Federal
Communications Commission ("F.C.C."), Federal Aviation Agency and all applicable
codes and regulations of the township, county and state concerned. Under this
Agreement, CROWN assumes no responsibility for the licensing, operation, and/or
maintenance of BANM's radio equipment.
12. BANM shall indemnify and hold CROWN harmless against any claim of
liability or loss from personal injury or property damage resulting from or
arising out of its use and occupancy of the Property by BANM, its servants or
agents, excepting, however, such claims or damages as may be due to or caused by
the acts of CROWN, or its servants or agents.
13. The Parties hereby waive any and all rights of action for negligence
against the other which may hereafter arise on account of damage to the Premises
or to property, resulting from any fire, or other casualty of the kind covered
by standard fire insurance policies with extended coverage, regardless of
whether or not, or in what amounts, such insurance is now or hereafter carried
by the Parties, or either of them. BANM shall maintain at its own expense during
the term of the Agreement or any supplement, general liability insurance with a
combined single limit of Five Million ($5,000,000.00) Dollars for bodily injury
and property damage. Coverage shall include Independent Contractors Liability.
At execution of this Agreement, BANM shall provide a Certificate of Insurance to
CROWN, evidencing CROWN as an additional insured and which shall contain a
provision for thirty (30) day notice of cancellation or material change to
CROWN. BANM shall also maintain Auto Liability insurance in an amount no less
than One Millions ($1,000,000.00) Dollars combined single limit for Bodily
Injury and/or Property Damage claims. BANM must also maintain statutory Workers
Compensation Insurance and Employee's Liability for One Million ($1,000,000.00)
Dollars.
All insurers will be Best Rated AX or better.
14. BANM shall pay as additional rent any increase in real estate taxes
levied against the leased Property which are directly attributable to the
improvements constructed or installed by BANM.
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15. CROWN and BANM acknowledge that they will be entering into one other
"Master Tower Lease Agreement" in which CROWN herein is Lessee therein and BANM
herein is Lessor therein, which will be executed contemporaneously with this
Agreement. The Parties agree that any default or breach of any other such
Agreement shall be considered a default or breach of this Agreement. In the
event of a material default or breach of this Agreement, the other Party may, in
addition to any other remedies available at law or in equity, declare both
"Master Tower Lease Agreements" null and void. However, neither Party shall have
the right to declare a default or breach on the part of the other Party or to
terminate or declare null and void the Master Tower Lease Agreements until the
alleged defaulting Party has had an opportunity to cure as hereinafter set
forth. The non-defaulting Party shall provide to the other Party notice setting
forth the nature and extent of the default. In the event of a monetary default,
the default must be cured within ten (10) days after notice of the same. In the
event of a non-monetary default, the defaulting Party shall have thirty (30)
days to cure the same, or such extended period as may be required to cure such
default provided the defaulting Party commences the cure within the said thirty
(30) day period and thereafter continuously and diligently pursues the cure to
completion.
16. BANM, upon termination of the Agreement or the applicable supplement,
shall, within a reasonable period, remove its equipment, personal property and
all fixtures and restore the Property to its original condition, reasonable wear
and tear excepted. If such time for removal causes BANM to remain on the
Property after termination of this Agreement, BANM shall pay rent at the then
existing monthly rate or on the existing monthly pro-rata basis if based upon a
longer payment term, until such time as the removal of the equipment, personal
property and all fixtures, are completed.
17. Should CROWN decide sell any Property, CROWN shall notify BANM and
BANM shall have the right of first refusal to meet any bona fide offer of sale
on the same terms and conditions of such offer. If BANM fails to meet such bona
fide offer within forty five (45) days after notice thereof from CROWN, CROWN
may sell the Property or portion thereof to such third person in accordance with
the terms and conditions of his offer.
18. Should CROWN, at any time during the term of any supplement, decide to
sell all or any part of the Property to a purchaser other than BANM, such sale
shall be under and subject to this Agreement and any such applicable supplement
and BANM's rights hereunder, and any sale by CROWN of the portion of this
Property underlying the right-of-way herein granted shall be under and subject
to the right of BANM in and to such right-of-way.
19. CROWN covenants that BANM, on paying the rent and performing the
covenants shall peaceably and quietly have, hold and enjoy the leased Property.
20. CROWN covenants that CROWN is seized of good and sufficient interest
to the Property and has full authority to enter into and execute this Agreement.
CROWN further covenants that there are no other liens, judgments or impediments
affecting its interest in the Property. CROWN further covenants that there are
no easements, rights-of-ways or restrictions which encroach upon the Property
which is leased under this Agreement and which interfere with BANM's use of the
Property as contemplated under this Agreement.
21. It is agreed and understood that this Agreement and all supplements to
it contain all the agreements, promises and understandings between CROWN and
BANM and that no verbal or oral agreements, promises or understandings shall be
binding upon either CROWN or BANM in any dispute, controversy or proceeding at
law, and any addition, variation or modification to this Agreement shall be void
and ineffective unless made in writing signed by the Parties.
22. This Agreement and the performance thereof shall be governed,
interpreted, construed and regulated by the laws of the state of the location of
the Property indicated in the supplement.
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23. This Agreement may be sold, assigned or transferred by BANM without any
prior approval or consent of CROWN, only to BANM's principal, affiliates,
subsidiaries of its principal or to any entity which acquires all or
substantially all of BANM's assets in the markets covered by the following
F.C.C. Licenses: Pittsburgh, Pennsylvania MSA; Pennsylvania 2 - McKean;
Pennsylvania 6.2 - Xxxxxx; Pennsylvania 7 - Jefferson; Pennsylvania 9 - Xxxxxx;
Pennsylvania 11.2 - Huntington; West Virginia 1 - Xxxxx; West Xxxxxxxx 2 -
Xxxxxx; and any new Pittsburgh supersystem Property acquired by BANM after the
date of this Agreement by reason of a merger, acquisition or other business
reorganization. However, such sale, assignment, or transfer by BANM shall not
alter or affect any prior pre-existing agreement between CROWN and the assignee
or transferee. As to other Parties, this Agreement may not be sold, assigned or
transferred without the written consent of CROWN which such consent will not be
unreasonably withheld. Further, the Property may not be sublet by BANM for any
purpose without the written consent of CROWN, which consent may also be withheld
in CROWN's absolute discretion.
24. All notices hereunder must be in writing and shall be deemed validly
given if sent by certified mail, return receipt requested, addressed as follows
(or any other address that the Party to be notified may have designated to the
sender by like notice):
As to CROWN: Xxxxxx Crown
Crown Communications
Penn Center Xxxx XXX
Xxxxxxxx #0, Xxxxx 000
Xxxxxxxxxx, XX 00000
As to BANM: Xxxx Atlantic NYNEX Mobile
000 Xxxxxxxxxx Xxxxxx Xxxx
Xxxxxxxxxx, Xxx Xxxxxx 00000
Attention: Staff Director - Real Estate
25. This Agreement shall extend to and bind the heirs, personal
representatives, successors and assigns of the Parties hereto. The Parties
further agree that all of the provisions in this Agreement shall affect and bind
any and all tenants or occupants of the Property who come upon the same through
or by agreement with either Party. Each Party shall be fully responsible to
ensure that any and all tenants or occupants of the Property who come upon the
same through or by agreement with that Party comply with all of the terms and
provisions of this Agreement and such Party shall be fully liable and
responsible for any breaches of this Agreement by its tenants or occupants.
26. The Parties acknowledge that CROWN's rights in the Property may be
derived from a separate agreement with a third party hereinafter referred to as
a "Prime Lease Agreement" in which CROWN herein is lessee, grantee or licensee
therein. If this is the case, the parties to such Prime Lease Agreement and the
date of such Prime Lease Agreement shall be designated in the particular
supplement, and a copy of said Prime Lease shall be attached as Exhibit "B" to
the Supplement, and the following provisions shall be applicable. In the event
approval of the prime lessor, grantor or licensor is required in the Prime Lease
Agreement, the effectiveness of any supplement concerning such property shall be
specifically subject to the obtaining of such approval. Further, all the terms,
conditions and covenants contained in this Agreement and any supplement shall be
specifically subject to and subordinate to the terms and conditions of any Prime
Lease Agreement affecting the Property which is the subject of the particular
supplement. In the event any of the provisions of the Prime Lease Agreement
supersede or contradict the terms of this Agreement, such terms of this
Agreement shall be deemed deleted or superseded to the extent of the
contradiction as applicable to the space utilized by BANM. Further, BANM agrees
to be bound by and agrees to perform all the acts and responsibilities required
of the lessee pursuant to the Prime Lease Agreement. Lastly, in the event the
Prime Lease Agreement terminates for any reason or if any previously approved
zoning or governmental permit affecting the use of the Property as a
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communications facility terminates or is withdrawn, the supplement relating to
the Property covered by said Prime Lease Agreement, permit or approval shall be
deemed to have terminated effective the date of the termination of the Prime
Lease Agreement, permit or approval.
27. For properties owned by CROWN, any mortgage affecting the Property
shall recognize the validity of this Agreement and the supplement affecting the
Property in the event of a foreclosure of CROWN's interest and also BANM's right
to remain in occupancy of and have access to the Property as long as BANM is not
in default of this Agreement and the applicable supplement. BANM shall execute
whatever instruments may reasonably be required to evidence this subordination
clause. In the event the owned Property covered by a particular supplement is
encumbered by a mortgage, CROWN immediately after executing that supplement,
will obtain and furnish to BANM, a Non-disturbance Agreement for each such
mortgage in recordable form. On properties leased by CROWN from a prime
landlord, CROWN shall make its best efforts to obtain from the prime landlord
and furnish to BANM a non-disturbance for each such mortgage in recordable form.
28. For properties owned by CROWN, CROWN agrees to execute a Memorandum of
Lease with respect to each supplement executed between the Parties which BANM
may record with the appropriate Recording Officer. The date set forth in each
such Memorandum of Lease is for recording purposes only and bears no reference
to commencement of either term or rent payments.
29. This Agreement revokes and supersedes any other agreements between the
Parties, whether or not in writing, that pertain to the subject matter described
herein.
30. The Parties agree that without the express written consent of the other
Party, neither Party shall reveal, disclose or promulgate to any third party the
specific financial terms contained in this Agreement or any exhibit or
supplement to it, except to such third party's auditor, accountant or attorney
or to a governmental agency if required by regulation, subpoena or government
order to do so.
IN WITNESS WHEREOF, the Parties hereto have set their hands and affixed
their respective seals the day and year first above written.
XXXXXX X. CROWN,
d/b/a CROWN COMMUNICATIONS
/s/ Xxxxxxx X. Krugermann BY: /s/ Xxxxxx X. Crown
-------------------------- -----------------------------
WITNESS Xxxxxx X. Crown
CELLCO PARTNERSHIP
by Xxxx Atlantic NYNEX Mobile, Inc.
its managing general partner
/s/ Xxxx Xxxxxx-Hikes BY: /s/ Xxxxxxx X. Xxxxx
-------------------------- -----------------------------
WITNESS Xxxxxxx X. Xxxxx
Executive Vice President and
Chief Technical Officer
BANM SIGNATURE CONTINUED ON NEXT PAGE
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Pittsburgh SMSA, L.P.
by Cellco Partnership, its managing
general partner,
by Xxxx Atlantic NYNEX Mobile, Inc.,
its managing general partner
/s/ Xxxx Xxxxxx-Hikes BY: /s/ Xxxxxxx X. Xxxxx
-------------------------- -----------------------------
WITNESS Xxxxxxx X. Xxxxx
Executive Vice President and
Chief Technical Officer
Pennsylvania RSA No. 6 (II), L.P.
by Cellco Partnership, its managing
general partner,
by Xxxx Atlantic NYNEX Mobile, Inc.,
its managing general partner
/s/ Xxxx Xxxxxx-Hikes BY: /s/ Xxxxxxx X. Xxxxx
-------------------------- -----------------------------
WITNESS Xxxxxxx X. Xxxxx
Executive Vice President and
Chief Technical Officer
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EXHIBIT "A" to the Master
1 of 2
MASTER TOWER LEASE SUPPLEMENT
This Master Tower Lease Supplement ("Lease Supplement")
is made and entered into as of this __________ day of __________, 199__, by and
between Xxxxxx X. Crown, d/b/a CROWN COMMUNICATIONS hereinafter designated as
"CROWN" and ____________ d/b/a Xxxx Atlantic NYNEX MOBILE, hereinafter
designated as "BANM", pursuant and subject to that certain Master Tower Lease
Agreement (the "Master Agreement") by and between the Parties hereto, dated as
of December ___________, 1995. All capitalized terms have the meanings ascribed
to them in the Master Agreement.
1. The Parcel shall consist of that certain parcel of property, located in
the City of _____________, the County of __________________________, and the
State of _____________, more particularly described as a ___' by ______' parcel
containing approximately ______________ square feet situated at _______________
__________________________ (add legal description), together with the non-
exclusive right for ingress and egress, seven (7) days a week twenty-four (24)
hours a day, on foot or motor vehicle, including trucks, and for the
installation and maintenance of utility wires, poles, cables, conduits, and
pipes over, under, or along a ( ') foot wide right-of-way extending from the
nearest public right-of-way, to the
demised premises, said premises and right-of-way for access being substantially
as described herein in Exhibit "A" to the Supplement attached hereto and made a
part hereof.
2. BANM's Antenna(s) shall consist of _________ antennas, each described in
terms of type, size, frequency, effective radiated power, and height on the
Tower outlined as follows:
Manufacturer and type-number: ________
________
________
Number of antennas: ________
Weight and dimension of antenna(s) (LxWxD): ________
Transmission line mfr. & type no.: ________
Diameter & length/transmission line: ________
Height of antenna(s) on tower: ________
Direction of radiation: ________
Equipment building/floor space dimensions: ________
3. The first (lst) annual rental payment due and payable by BANM to CROWN is
$________ per year, payable in accordance with the Master Agreement. Any future
rent adjustments shall be calculated in accordance with Exhibit "D" to the
Master Agreement.
4. The Commencement Date of this Supplement shall be as outlined in Paragraph
3 of the Master Agreement except if another commencement date applies, in which
event it is specified as ____________, 19 .
5. The Parties acknowledge that CROWN's rights in the property derive from a
certain Lease Agreement dated ____________________ between CROWN herein and
____________________ hereinafter referred to as the 'Prime Lease' and attached
hereto as Exhibit "B" to the Supplement. CROWN shall not terminate the Prime
Lease prior to the expiration of its term or any subsequent extension terms
without the express written consent of BANM. In the event CROWN receives any
written notice of failure to pay or failure to perform any covenant, agreement
or obligation under the Prime Lease, CROWN shall notify BANM of such notice as
soon
10
EXHIBIT "A" to the Master
2 of 2
MASTER TOWER LEASE SUPPLEMENT
As the notice is received by CROWN pursuant to the terms of the Prime Lease and
BANM may take any such actions to cure any such failure if CROWN fails to cure
the same within sixty (60) days. BANM shall be under no obligation to take such
action
but may do so solely at its own discretion. In the event BANM pays any amount or
performs any obligations on behalf of CROWN pursuant to the terms of the Prime
Lease. BANM may deduct such amounts paid or the reasonable value of the
performance from the amount that would otherwise be due from BANM to CROWN
pursuant to this Agreement.
IN WITNESS WHEREOF, the Parties hereto have set their hands and affixed
their respective seals the day and year first above written.
XXXXXX X. CROWN, d/b/a
CROWN COMMUNICATIONS
_________________________ BY:_______________________________
WITNESS Xxxxxx X. Crown
__________________________________
by Xxxx Atlantic NYNEX Mobile, Inc.
its managing general partner
_________________________ BY:_______________________________
WITNESS Xxxxxxx X. Xxxxx
Executive Vice President and
Chief Technical Officer
11
EXHIBIT "A" to the Supplement
Property Description
12
EXHIBIT "B" to Supplement
PRIME LEASE AGREEMENT
13
EXHIBIT "B" to the Master
CURRENT PROPERTIES LEASED BY CROWN TO BANM
BUT A Cranberry, PA
BUT B Kittanning, PA
PIT ABB Washington, Canton Township, PA
PIT XXX Xxxxx Xxxxxx, Xxxxxxxxxx, XX
PIT EEY Glassport, PA
PIT FD Oakdale, PA
PIT FK Coraopolis, PA (Airport)
PIT HEH Monroeville, PA
PIT WWXX-2 Greensburg, PA
PIT DI94C Carnegie, PA
PIT F94C Clinton, PA
14
EXHIBIT "C" to the Master
Revision: 4/6/95
SITE STANDARDS
--------------
1. GENERAL
-------
A. PURPOSE
-------
The purpose of these Site Standards is to create a quality site
installation. These standards are to be in effect for each site at which
BANM has equipment in, on or at the site and at which BANM has a right to
occupy pursuant to the lease to which this document is an attachment.
B. STATE AND NATIONAL STANDARDS
----------------------------
1. All installations must conform with all state and national regulations
and the following state and national codes or any supplements,
amendments or provisions which supersede them:
a. American National Standards Institute:
ANSI/EAI-222E Structural Standards for Steel Antenna Towers and
Antenna Supporting Structures
b. Federal Aviation Administration Regulations:
Vol. XI, Part 77 Objects Affecting Navigable Airspace
Advisory Circular Obstruction Marking and Lighting
AC 70/7460
Advisory Circular High Intensity Obstruction Lighting Systems
AC 150/5345-43, FAA/DOD Specifications L-856
C. Federal Communications Commission Rules and Regulations:
Code of Federal Construction, Marking and Lighting of Antenna
Regulations Title 47 Structures
Chapter 1, Part 17
d. National Electrical Code
e. Building Officials and Code Administrators International, Inc.
Basic National Building Code
Basic National Mechanical Code
State Building Code
f. National Fire Protection Association
Code 101 - Life Safety
Code 90A - Air Conditioning and Ventilating Systems
Code 110 - Emergency and Standby Power Systems
g. State Fire Safety Code
h. Occupational Safety and Health Administration
Safety and Health Standards (29 CFR 1910) General Industry
Subpart R Special Industries
1910.268Telecommunications
1926.510Subpart M Fall Prevention
i. Motorola Grounding Guideline for Cellular Radio Installations,
Document No. 68P81150E62, 7/23/92 OR AT&T AUTOPLEX Cellular
Telecommunications Systems, Lightning Protection and Grounding,
Customer Information Bulletin 148B, August 1990, or latest revision.
C. GENERAL/APPROVAL
----------------
1. All users shall furnish the following to CROWN prior to installation
of any equipment:
a. Completed Application. (BANM must make new Application to CROWN
for change in Antenna position or type.)
b. Fully executed supplement
c. Copies of FCC licenses and construction/building permits.
d. Final site plan outlining property boundaries, improvements,
easements and access.
e. Accurate block diagrams showing operating frequencies, all system
components (active or passive) with gains and losses in dB, along
with power levels.
2. The following will not be permitted at the facility without the prior
written consent of CROWN.
a. Any equipment without FCC type acceptance or equipment which
does not conform to FCC rules and regulations.
15
b. Add-on power amplifiers.
c. "Hybrid" equipment with different manufacturers' RF strips.
d. Open rack mounted receivers and transmitters.
e. Equipment with crystal oscillator modules which have not
been temperature compensated.
f. Digital/analog hybriding in exciters, unless type-accepted.
g. Non-continuous duty rated transmitters used in continuous
duty applications.
h. Transmitter outputs without a harmonic filter and antenna
matching circuitry.
i. Change in operating frequency(ies).
j. Ferrite devices looking directly at an antenna.
k. Nickel plated connectors.
1. Cascaded receiver multicouplers/preamps.
3. All emergencies are to be reported immediately to 412-788-0906.
D. LIABILITY
---------
It shall be the responsibility of the BANM to comply with all of the
site standards set forth herein. The BANM specifically agrees to
indemnify and hold harmless the CROWN against any claim of liability,
loss, damage or costs including reasonable attorney's fees, arising
out of or resulting from the BANM's non-compliance with the standards
set forth herein.
E. INSPECTION
----------
CROWN reserves the right to inspect BANM's area without prior notice
at any time during the term of the Lease Agreement in order to ensure
compliance with the standards set forth herein. Any such inspection
shall be solely for the benefit and use of the CROWN and does not
constitute any approval of or acquiescence to the conditions that
might be revealed during the course of the inspection.
CROWN reserves the right to inspect CROWN's area without prior notice.
F. DISCLAIMER OF RESPONSIBILITY
----------------------------
It is the intention of the CROWN and BANM that the standards set forth
herein are part of the Agreement between them. It is specifically
agreed that they are not intended to be relied upon or to benefit any
third party. Further, the CROWN shall have no liability or
responsibility to any third party as a result of the establishment of
the standards set forth herein, any inspection by the CROWN of the
BANM's area in order to determine compliance with the standards, the
sufficiency or lack of sufficiency of the standards, or the BANM's
compliance or non-compliance with the standards and the BANM agrees to
indemnify and hold harmless the CROWN against any claim by a third
party resulting from such theories.
II. RADIO FREQUENCY INTERFERENCE PROTECTIVE DEVICES
-----------------------------------------------
A. If due to BANM's use or proposed use, there exists any change to
the RF environment it will be at CROWN's sole discretion to
require any or all of the following:
1. IM protection panels can be installed in lieu of separate
cavity and isolator configurations. CROWN approval required.
2. 30-76 MHz
- Isolators required
- TX output cavity - minimum of 20 dB rejection @ plus or
minus 5 MHz
3. 130-174 MHz
- Isolators - minimum of 30 dB with bandpass cavity
4. 406-512 MHz
- Isolators - minimum of 60 dB with bandpass cavity
5. 806-866 MHz
- Isolators - minimum of 60 dB with bandpass cavity
6. 866 MHz and above - as determined by CROWN.
B. Additional protective devices may be required based upon CROWN's
evaluation of the following information:
1. Theoretical Transmitter (TX) mixes.
2. Antenna location and type
3. Combiner/multicoupler configurations
4. Transmitter specifications
16
5. Receiver specifications
6. Historical problems
7. Transmitter to transmitter isolation
8. Transmitter to antenna isolation
9. Transmitter to receiver isolation
10. Calculated and measured level of Intermodulative (IM)
products
11. Transmitter output power
12. Transmitter Effective Radiated Power (ERP)
13. Spectrum analyzer measurements
14. Voltage Standing Wave Radio (VSWR) measurements
15. Existing cavity selectivity
C. BANM will be required to immediately correct excessive cabinet
leakage which causes interference to other tenants.
III. ANTENNAS AND ANTENNA MOUNTS
---------------------------
A. All mounting hardware to be utilized by BANM to be as specified
by tower manufacturer and approved by CROWN.
B. Connections to be taped with stretch vinyl tape (Scotch #33-T or
equivalent) and Scotchkoted or equivalent (including booted
pigtails).
C. Must meet manufacturer's VSWR specifications.
D. Any corroded elements must be repaired or replaced.
E. Must be DC grounded type, or have the appropriate lightning
protection as determined by CROWN.
F. No welding or drilling on mounts will be permitted.
G. All antennas must be encased in fiberglass radomes and be painted
or impregnated with a color designated by CROWN as the standard
antenna color for aesthetic uniformity.
IV. CABLE
-----
A. All antenna lines to be approved by CROWN.
B. All transmission line(s) will be installed and maintained to
avoid kinking and/or cracking.
C. Tagged with weatherproof labels showing manufacturer, model, and
owner's name at both ends of cable run.
D. Any cable fasteners exposed to weather must be stainless steel.
E. All interconnecting cables/jumpers must have shielded outer
conductor and approved by CROWN.
F. Internally, all cable must be run in troughs or on cable trays
and on cable or waveguide bridges at intervals of no less than
3'. Externally, all cable must be attached with stainless steel
hangers and non-corrosive hardware.
G. All unused lines must be tagged at both ends showing termination
points with the appropriate impedance termination at each end.
H. All AC line cords must be 3 conductor with grounding plugs.
I. All antenna transmission lines shall be grounded at both the
antenna and equipment ends at the equipment ends and at building
entry point, with the appropriate grounding kits.
J. All cables running to and from the exterior of the cabinet must
be 100% ground shielded. Preferred cables are: Heliax, Superflex
or, braided grounds with foil wrap.
V. CONNECTORS
----------
A. Must be Teflon filled, UHF or N type, including chassis/bulkhead
connectors.
B. Must be properly fabricated (soldered if applicable) if field
installed.
C. Must be taped and Scotchkoted or equivalent at least 4" onto
jacket if exposed to weather.
D. Male pins must be of proper length according to manufacturer's
specifications.
E. Female contacts may not be spread.
F. Connectors must be pliers tight as opposed to hand tight.
G. Must be silver plated or brass.
H. Must be electrically and mechanically equivalent to Original
Equipment Manufacturers (OEM) connectors.
VI. RECEIVERS
---------
A. No RF preamps permitted in front end unless authorized by CROWN.
B. All RF shielding must be in place.
C. VHF frequencies and higher must use helical resonator front ends.
17
D. Must meet manufacturer's specifications, particularly with regard
to bandwidth, discriminator, swing and symmetry, and spurious
responses.
E. Crystal filters/pre-selectors/cavities must be installed in RX
legs where appropriate.
F. All repeater tone squelch circuitry must use "AND" logic.
VII. TRANSMITTERS
------------
A. Must meet original manufacturer's specifications.
B. All RF shielding must be in place.
C. Must have a visual indicator of transmitter operation.
D. Must be tagged with BANM's name, equipment model number, serial
number, and operating frequency(ies).
E. All low-level, pre-driver and driver stages in exciter must be
shielded.
F. All power amplifiers must be shielded.
G. Output power may not exceed that specified on BANM's FCC License.
VIII. COMBINERS/MULTICOUPLERS
-----------------------
A. Shall at all times meet manufacturer's specifications.
B. Must be tuned using manufacturer approval procedures.
C. Must provide a minimum of 60 dB transmitter to transmitter
isolation.
IX. CABINETS
--------
A. All cabinets must be bonded together and to the equipment
building ground system.
B. All doors must be secured.
C. All non-original holes larger than 1" must be covered with copper
screen or solid metal plates.
D. Current license for all operating frequencies should be mounted
on the cabinet exterior for display at all times.
X. INSTALLATION PROCEDURES
-----------------------
A. Any tower work must be scheduled with CROWN using only CROWN
approved contractors at least 48 hours in advance of site work.
BANM will be responsible for any and all fees associated with
said work.
B. Installation may take place only after CROWN has been notified of
the date and time in writing, and only during normal working
hours unless otherwise authorized beforehand.
C. Equipment may not be operated until final inspection of
installation by CROWN, which shall not be unreasonably withheld.
D. Any testing periods are to be approved in advance by CROWN and
within the parameters as defined by CROWN.
XI. MAINTENANCE/TUNING PROCEDURES
-----------------------------
A. All external indicator lamps/LED's must be working.
B. Equipment parameters must meet manufacturer's specifications.
C. All cover, shield, and rack fasteners must be in place and
securely tightened.
D. Local speakers and/or orderwire systems must be turned off except
during service, testing or other maintenance operations.
XII. INTERFERENCE DIAGNOSTIC PROCEDURES
----------------------------------
The BANM must cooperate immediately with CROWN when called upon to
investigate a source of interference, whether or not it can be
conclusively proven that BANM's equipment is involved.
XIII. TOWER
-----
This section deals with items which are to be mounted on, attached to
or affixed to the Tower.
A. ICE XXXXXXX
-----------
At CROWN's sole discretion, protective ice xxxxxxx may be required
and manufacturer of ice shield will be determined by CROWN.
B. CLIMBING BOLTS AND LADDERS
--------------------------
All attachments made to the Tower shall be made in such a manner as
not to cause any safety hazard to other users or cause any restriction
of movement on, or to any climbing ladders, leg step bolts or safety
cables provided.
C. BRIDGE
------
18
1. Installation of a cable bridge shall be at CROWN's sole
discretion and with CROWN's approval.
2. If required, and in accordance with the manufacturers
recommendations for the spacing of supports on horizontal runs
for the particular type of cable or waveguide, the cable or
waveguide shall be secured to the brackets on the bridge using
clamps and hardware specifically manufactured for that purpose.
3. No cable or waveguide run shall be clamped, tied or in any way
affixed to a run belonging to CROWN or any another
licensee/lessee.
D. CABLE LADDER AND WAVEGUIDE
--------------------------
1. BANM shall install a ladder for the vertical routing of cable and
waveguide. From the horizontal to vertical transition at the
point where the bridge meets the tower to the point at which the
cable or waveguide must leave the bridge to route to the antenna,
all cable and waveguide is to be attached to the ladder in
accordance with the recommendations of the manufacturer of the
cable or waveguide.
2. No cable or waveguide run shall be clamped, tied or any way
affixed to a run belonging to CROWN or any another
licensee/lessee.
E. DISTRIBUTION RUNS
-----------------
1. Cable or waveguide runs from the cable ladder to the point at
which they connect to the antenna shall be routed along tower
members in a manner producing a neat and professional site
appearance.
2. Cable and/or waveguide runs shall be specifically routed so as
not to impede the safe use of the tower leg or climbing bolts, or
to restrict the access of CROWN or any another licensee/lessee.
3. Distribution runs shall be clamped to the tower in accordance
with the recommendations of the manufacturer of the cable or
waveguide.
4. No cable or waveguide run shall be clamped, tied or in any way
affixed to a run belonging to CROWN or any another
licensee/lessee.
F. LENGTHS
-------
1. Cable and/or waveguide runs shall not be longer than necessary to
provide a proper connection and normal maintenance and operation.
2. No coiled lengths shall be permitted on the tower, bridge or on
the ground.
G. ENTRY
-----
1. Entry of the cable or waveguide to the interior of the shelter
shall be via ports provided in the shelter wall.
2. Cable and/or waveguide entering a port shall be provided with a
boot to seal the port; the boot shall be a Microflect or
equivalent commercial product made specifically for the type of
cable or waveguide and for diameter of the entry port, and
approved by CROWN before installation. It shall be installed in
accordance with the instructions of the manufacturer and the port
shall be sealed against the intrusion of moisture.
XIV. EQUIPMENT LOCATED WITHIN CROWN'S EQUIPMENT BUILDING
---------------------------------------------------
A. EQUIPMENT INSTALLATION REQUIREMENTS
1. Any mounting to walls either outside or inside CROWN's building
must be pre-approved by CROWN.
2. All racks and equipment are to be plumb and true with the walls
and floor of the shelter and reflect an installation consistent
with the electrical and operational requirements of the equipment
and appearance standards of a professional installation.
3. Racks are to be bolted to the floor and aligned on the center
line as in the site drawing provided to the CROWN.
4. Racks are not to be attached to the cable trays.
B. TRANSMISSION LINES AND/OR WAVEGUIDE ROUTING
-------------------------------------------
1. Cable trays and/or troughs are required within the shelter for
the routing of cable and waveguide to the equipment racks and
termination points.
2. All cable and waveguide shall be placed and secured to the cable
tray.
C. LENGTHS
-------
1. Cable and/or waveguide runs in the equipment shelter shall not be
longer than necessary in order to provide a proper connection.
2. While adequate slack for purposes of maintenance and operation is
permitted, no coiled lengths on the tray or elsewhere in the
shelter are permitted for normal maintenance and operation.
19
xv. GROUNDING
---------
1. The BANM must adhere to either the Motorola or AT&T grounding
specification outlined above based on CROWN's equipment at
facility.
2. All exterior grounding shall be C.A.D. welding.
3. All antennas shall be bonded to the tower.
4. Cable and waveguide shall be grounded as a minimum at three
specific points, and for vertical runs in excess of 200 feet at
intermediate points.
5. All cable and waveguide shall be grounded to the tower at the
point where the run effectively breaks from the tower for its
connection to the antenna, using clamps and hardware specifically
manufactured for that purpose.
6. On the vertical portion of the cable or waveguide run, just above
where it starts to make its transition from a vertical tower to a
horizontal bridge run, all cable and waveguide shall be grounded
to the tower using clamps and hardware specifically manufactured
for that purpose.
7. On the exterior of each shelter, at a point near the entry ports,
a grounding plate must be provided for terminating ground leads
brought from the cable and waveguide. Each cable and waveguide
run shall be grounded at this point using clamps and hardware
specifically manufactured for that purpose.
8. On cable and waveguide installations where the vertical tower
length exceeds 200 feet, the run shall be grounded at equally
spaced intermediate points along the length of the run so as not
to have a distance between grounding points longer than 100 feet.
9. Cable and waveguide grounding leads shall connect to a separate
point for each run to the common ground point.
10. Grounding straps shall be kept to a minimum length and as near as
possible to vertical down lead and shall be consistent with the
restraints of protective dress and access.
11. Grounding plates must be provided for single point access to the
site grounding system. Each rack shall have a properly sized,
insulated ground lead from the rack safety and signal grounds to
one of the grounding points on the ground plate.
12. The insulated ground lead shall follow the route of and be placed
in the cable tray.
13. Each rack shall be separately grounded.
14. All modifications to grounding system must meet CROWN 's
impedance specification.
XVI. ELECTRICAL
----------
1. Power requirements must be approved, in advance by CROWN.
2. Polarized electrical outlets should be installed for all
transmitters when possible.
3. Surge protection is required for all base stations.
XVII. ELECTRICAL DISTRIBUTION
-----------------------
1. All electrical wiring from the distribution breaker panel shall
be via rigid metal conduit, thin wall, routed along the under
side of the cable tray to a point directly above the equipment
rack. From this point, BANM may select how to distribute to its
equipment or rack.
XVIII. TEMPORARY LOADS
---------------
1. Test equipment, soldering irons or other equipment serving a test
or repair function may be used only if the total load connected
to any single dual receptacle does not exceed 15 amps.
2. Test equipment to be in place for more than seven (7) days will
require prior approval of the CROWN.
XIX. HEATING, VENTILATING, AND AIR CONDITIONING
------------------------------------------
1. Any additional equipment or equipment upgrade having a greater
heat dissipation requirement than the existing system will be the
responsibility of the BANM and if different than specified in the
Application cannot be installed without the prior approval of the
CROWN.
XX. DOORS
-----
1. Equipment building doors shall be kept closed at all times unless
when actually moving equipment in or out.
XXI. SITE APPEARANCE
---------------
1. Services to maintain the appearance and integrity of the site
will be provided by the CROWN and will include scheduled cleaning
of the shelter interiors.
2. Each licensee/lessee is expected and required to remove from the
site all trash, dirt and other materials brought into the
shelter, or onto the site during their installation and
maintenance efforts.
3. No food or drink is allowed within the equipment shelter.
20
4. No smoking is allowed on the Tower site.
XXII. STORAGE
-------
No parts or material may be stored on site by BANM.
XXIII. DAMAGE
------
BANM shall report to CROWN any damage to any item of the facility,
structure, component or equipment, whether or not caused by BANM.
XXIV. REPORTING ON SITE
-----------------
1. Personnel on site shall be required to communicate with the
Network Operating Center by calling 412-788-0906 and report their
arrival on site, identity, purpose, expected and actual departure
times.
2. Emergency 24 hour contact number(s) must be displayed on outside
of equipment cabinet/building.
21
MASTER LEASE PRICING MATRIX
A. Antennas
--------
[*] (Tower mounted with one (1) associated coaxial cable per antenna).
[*] (To be mounted 50' or lower on tower or along ice bridge.)
Plastic satellite receive dish (4' diameter or less).
Mounted @ 50'or lower: [*]
Mounted @ 50'or above: Rate schedule below applies. May be permanently
mounted on BANM's equipment shelter roof at no charge.
B. Microwave/Satellite Dish/1/
------------------------
Size Monthly Rental Annual Rental
---- -------------- -------------
2' (incl. .75 meter) [*] [*]
4' [*] [*]
6' [*] [*]
8' [*] [*]
10' [*] [*]
Ground Mounted [*] [*]
C. Buildings/Equipment Shelters
----------------------------
Size Monthly Rental Annual Rental
---- -------------- -------------
Up to 360 sq. ft. [*] [*]
361 to 420 sq. ft. [*] [*]
421 to 560 sq. ft. [*] [*]
CROWN must approve placement on site plan before installation by BANM.
D. Internal Building,/Shelter Space
--------------------------------
[*] CROWN has the sole right to determine if space is available.
E. Utilities
---------
In all cases except temporary installations in generator rooms, electrical
service is the responsibility of BANM. When temporary installation is permitted
inside the generator room, BANM shall pay the CROWN [*] for
electrical service in addition to the monthly rental as outlined earlier.
F. Emergency Generators
--------------------
All emergency generators must be fully contained inside BANM's equipment
building. Permanent outside installations are not permitted. With written
approval from CROWN, BANM may connect to CROWN's generator on those limited
sites where BANM is required to provide an alternate power source. All
installation cost are the responsibility of BANM. Approval is contingent upon
CROWN having excess capacity on its generator.
A monthly fee of [*] applies.
____________________
/1/ All dishes heights will be at the minimum height requirement
per Comsearch frequency coordination to insure quality service and
reliability and reduce tower loading.
All microwave dishes larger than 2' must contain a radome cover.
All grid dishes must contain operational de-icers.
[*] Indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed with the Securities and Exchange
Commission separately.
22
MASTER TOWER LEASE SUPPLEMENT
This Master Tower Lease Supplement ("Lease Supplement") is made and entered into
as of this 17 day of December 1997 by and between Crown Communication Inc.
d/b/a CROWN COMMUNICATIONS hereinafter designated as "CROWN" and Pittsburgh
SMSA, L.P. d/b/a Xxxx Atlantic Mobile, hereinafter designated as "BAM", pursuant
and subject to that certain Master Tower Lease Agreement (the "Master
Agreement") by and between the Parties hereto, dated as of December 29, 1995.
All capitalized terms have the meanings ascribed to them in the Master
Agreement.
1. The Parcel shall consist of that certain parcel of property, located
in the Township of West Deer, the County of Allegheny, and the State of
Pennsylvania, more particularly described as a 12' by 30' parcel containing
approximately Three Hundred Sixty (360) square feet situated at 0000 Xxxxx Xxxx
Xx., together with the non-exclusive right for ingress and egress, seven (7)
days a week twenty-four (24) hours a day, on foot or motor vehicle, including
trucks, and for the installation and maintenance of utility wires, poles,
cables, conduits, and pipes over, under, or along a Twenty (20') foot wide
right-of-way extending from the nearest public right-of-way, Xxxxx Hill Road
to the demised premises, said premises and right-of-way for access being
substantially as described herein in Exhibit "A" to the Supplement attached
hereto and made a part hereof.
2. BAM's Antenna(s) shall consist of nine (9) antennas, each described in
terms of type size, frequency, effective radiated power, and height on the
Tower outlined as follows:
Manufacturer and type-number: DAPA 2980.015
Number of antennas: [*]
Weight and dimension of antenna(s) (LxWxD): 68" X 13" X 8"
Transmission line mfr. & type no.: Xxxxxxx Heliax LDF6-50
Diameter & length/transmission line: 1 1/4" X 185'
Height of antenna(s) on tower: 150/1/
Direction of radiation: 93 , 213, & 333 degrees
off true North
Equipment building/floor space dimensions: [*]
3. The first (1st) annual rental payment due and payable by BAM to CROWN
is $ 21,900 per year,payable in accordance with the Master Agreement.
-------
Any future rent adjustments shall be calculated in accordance with
Exhibit "D" to the Master Agreement.
4. The Commencement Date of this Supplement shall be as outlined in
Paragraph 3 of the Master Agreement except if another Commencement date applies,
in which event it is specified as March 1, 1998.
5. The Party's acknowledge that CROWN's rights in the property derive
from a certain Perpetual Easement and Rights of Way Agreement dated January 8,
1997 between CROWN herein and Xxxxxxx X. Xxxxxxxxx, hereinafter referred to as
the 'Prime Lease' and attached hereto as Exhibit "B" to the Supplement. CROWN
shall not terminate the Prime Lease prior to the expiration of its term or anv
subsequent extension terms without the express written consent of BAM. In the
event CROWN receives any written notice of failure to pav or failure to perform
anv covenant, agreement or obligation under the Prime Lease, CROWN shall notify
BAM of such notice as soon as the notice is received by CROWN pursuant to the
terms of the Prime Lease and BAM may take any such actions to cure any such
failure if CROWN fails to sure the same within sixty (60) days. BAM shall be
under no obligation to take such
[*] Indicates where text has been omitted pursuant to a request for confidential
treatment. The omitted text has been filed with the Securities and Exchange
Commission separately.
EXHIBIT "B" to Supplement
PRIME LEASE AGREEMENT
CROWN COMMUNICATIONS
Xxxx Xxxxxx Xxxx XXX, Xxxxx 000
Xxxxxxxxxx, XX 00000
October 28, 1997
Xxxxxxx X. Xxxxx
Executive Vice President
Xxxx Atlantic NYNEX Mobile
000 Xxxxxxxxxx Xxxxxx Xxxx
Xxxxxxxxxx, Xxx Xxxxxx 00000
Dear Xx. Xxxxx:
Reference is hereby made to (a) the Master Tower Lease Agreement dated
December 29, 1995 between Xxxxxx X. Crown d/b/a Crown Communications ("Crown")
and Cellco Partnership, d/b/a Xxxx Atlantic NYNEX Mobile, Pittsburgh SMSA L.P.
and PA RSA 6(II) and now d/b/a Xxxx Atlantic Mobile (collectively referred to
hereinafter as "BAM"), whereby, among other things, BAM leases certain premises
from Crown (the "Crown Master Lease") ; and (b) the Master Tower Lease Agreement
dated December 29, 1995, between BAM and Crown whereby, among other things,
Crown leases certain premises from BAM (the "BAM Master Lease").
This Letter Agreement reflects our agreement to modify and amend the
Crown Master Lease and BAM Master Lease in the following respects:
1. Section 17 of the Crown Master Lease is hereby deleted in its
entirety.
2. Section 17 of the BAM Master Lease is hereby amended so as to
delete in their entirety the third and fourth sentences thereof.
3. The foregoing modifications and amendments to the Crown Master
Lease and the BAM Master Lease shall each be effective as of October 28, 1997.
Except as otherwise expressly provided herein, the Crown Master Lease
and the BAM Master Lease each remains in full force and effect and is hereby
confirmed in all respects.
BAM hereby consents to the assignment by Crown of the Crown Master
Lease and the BAM Master Lease to Crown Communication Inc., a wholly owned
subsidiary of Castle Tower Holding Corp. ("CCI"), and the assumption by CCI of
all of the obligations of Crown under the Crown Master Lease and the BAM Master
Lease.
Please indicate your agreement to the foregoing by executing a
counterpart of this
Xxxxxxx X. Xxxxx
Xxxx Atlantic NYNEX Mobile
October 28, 1997
Page 2
Letter Agreement and returning it to the undersigned as soon as possible. This
Letter Agreement may be executed by the parties hereto in any number of
counterparts and by the different parties on separate counterparts, and each
such counterpart shall be deemed to be an original, but all such counterparts
shall together constitute one and the same agreement.
Very truly yours,
XXXXXX X. CROWN
d/b/a CROWN COMMUNICATIONS
By: ______________________________
Xxxxxx X. Crown
CELLCO PARTNERSHIP
by Xxxx Atlantic NYNEX Mobile, Inc.,
its managing general partner
By: ______________________________
Title: __________________________
Pittsburgh SMSA, L.P.
by Cellco Partnership, its managing general
partner, by Xxxx Atlantic NYNEX Mobile, Inc.,
its managing general partner
By: ______________________________
Title: __________________________
Xxxxxxx X. Xxxxx
Xxxx Atlantic NYNEX Mobile
October 28, 1997
Page 3
Pennsylvania RSA-No. 6(II), L.P.
by Cellco Partnership, its managing general
partner, by Xxxx Atlantic NYNEX Mobile, Inc.,
its managing general partner
By: ______________________________
Title: __________________________
Castle Tower Holding Corp. hereby consents to the execution of this
Letter Agreement by Crown and to the assumption by CCI of all of the obligations
of Crown under the Crown Master Lease and BAM Master Lease.
CASTLE TOWER HOLDING CORP.
By: ______________________________
Xxxxx X. Xxx
President
