AGREEMENT
THIS AGREEMENT by and between TEXAS 16 CELLULAR TELEPHONE COMPANY, INC., a
Texas corporation ("Assignor"), and XXXXXX CELLULAR OF TEXAS, INC., an Oklahoma
corporation ("Assignee"), is effective as of the 23 day of January 1997.
W I T N E S S E T H:
WHEREAS, Assignor and Cellular One Group ("Licensor") have entered into a
Cellular One License Agreement effective as of April 2, 1997 (the "License
Agreement"), whereby Licensor granted Assignor certain rights to use the
Cellular-R- xxxx and certain related marks in the TEXAS 16 - BURLESON, 667A
Rural Service Areas (the "Market") recognized and defined by the Federal
Communications Commission ("FCC");
WHEREAS, the FCC authorization for the Market, has been assigned from
Assignor to Assignee, and the FCC has consented to assignment; and
WHEREAS, both Licensee and Assignee desire to have Assignee continue as a
licensee under the License Agreement;
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Assignor hereby transfers and assigns to Assignee its right, tide, and
interest in, to, and under the License Agreement. Assignee hereby assumes and
agrees to perform all liabilities, responsibilities, and obligations of Assignee
under the License Agreement that arise or accrue from the License Agreement
after the date hereof. Further, Assignee shall remain subject to any and all
limitations, qualifications and disabilities contained in the License Agreement
and/or resulting from the application of any of the provisions thereof
(including the existence of any default or any event or circumstance which but
for the lapse of time would constitute a default, or the existence of probation
status pursuant to Section XI.E. of the License Agreement), all of which
limitations, qualifications and disabilities shall continue unaffected by virtue
of this Agreement. Upon Assignee's execution hereof, Assignee shall pay to
Licensor, in accordance with Licensor's invoice, the customary fee then charged
by Licensor in connection with such assignment.
2. Assignee hereby agrees to continue to comply fully with the License
Agreement and all of the terms and provisions thereof. The information regarding
Assignee set forth on Exhibit A attached hereto is hereby substituted for the
comparable information regarding Assignor set forth in the License Agreement.
3. Nothing in this Agreement shall affect the obligations of Licensor and
Assignor, if any, under the License Agreements prior to the effective date of
this Agreement.
4. Assignee hereby expressly acknowledge and agrees that the provisions
of Section III.C. of the License Agreement, which provide for an advisory
customer survey during the first year of a licensee's operation, are not
intended to afford Assignee an additional advisory survey as a result of this
assignment.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives, to be effective as of the
date first above written.
TEXAS 16 CELLULAR TELEPHONE COMPANY, INC.
By: /s/ Xxxxxx X. Xxxxx
----------------------------------
Name: Xxxxxx X. Xxxxx
--------------------------------
Title: President
-------------------------------
XXXXXX CELLULAR OF TEXAS, INC.
By: /s/ G. Xxxxxx Xxxxx
----------------------------------
Name: G. Xxxxxx Xxxxx
--------------------------------
Title: President
-------------------------------
ACCEPTED AND AGREED TO:
CELLULAR ONE GROUP
By:
----------------------------------
XXXXXXX X. XXXXX
PRESIDENT
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EXHIBIT A
Primary Contact in Ordinary
CODE OF BUSINESS:
NAME_______________________________
TITLE______________________________
COMPANY____________________________
ADDRESS____________________________
CITY/STATE/ZIP_____________________
PHONE______________________________
FAX________________________________
CONTACT FOR NOTICE PURPOSES:
NAME_______________________________
TITLE______________________________
COMPANY____________________________
ADDRESS____________________________
CITY/STATE/ZIP_____________________
PHONE______________________________
FAX________________________________
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CONTACT FOR BILLING PURPOSES.
NAME_______________________________
TITLE______________________________
COMPANY____________________________
ADDRESS____________________________
CITY/STATE/ZIP_____________________
PHONE_______________________________
FAX________________________
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