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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES OF
SMALL BUSINESS ISSUERS
UNDER SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934
CHAMPION COMMUNICATION SERVICES, INC.
(Name of Small Business Issuer in its charter)
Delaware 76-0448005
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1610 Woodstead Court
Suite 330 77380
The Woodlands, Texas (Zip Code)
(Address of principal executive offices)
Issuer's telephone number: (281) 362-0144
Securities to be registered under Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
None None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
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TABLE OF CONTENTS
<TABLE>
<S> <C>
GLOSSARY OF TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . i
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
DESCRIPTION OF BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
DESCRIPTION OF PROPERTY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT . . . . . . . . . . 24
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS . . . . . . . . . . . 26
EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS . . . . . . . . . . . . . . . . . . 32
DESCRIPTION OF SECURITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS . . . . . . . . . . . . . 35
LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
RECENT SALES OF UNREGISTERED SECURITIES . . . . . . . . . . . . . . . . . . . . . . 35
INDEMNIFICATION OF DIRECTORS AND OFFICERS . . . . . . . . . . . . . . . . . . . . . 37
EXHIBITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
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GLOSSARY OF TERMS
Airtime Charges Charges to users of wireless communications
services based on the actual minutes of use.
Analog A transmission method employing a continuous
(rather than pulsed or digital) electrical
signal that varies in amplitude or frequency in
response to changes in sound or other input
impressed on a transducer in the sending device.
Current SMR technology primarily uses analog
transmission.
Bandwidth The relative range of frequencies that can be
passed through a transmission medium between two
defined limits without distortion. The greater
the bandwidth, the more information the medium
can carry. Bandwidth is measured in Hertz.
Base Station A station located at a specified site authorized
to communicate with mobile units.
Cellular The wireless radio telephone service licensed by
the FCC to provide services on a CMRS basis
utilizing 50 MHz of spectrum in the 800 MHz
band.
Channel A pathway for the transmission of information
between a sending point and a receiving point;
also referred to as "frequency." In SMR, a
channel refers to a set of paired send and
receive frequencies. Thus, a five-channel 800
MHz SMR actually has 10-25 kHz channels: five
send channels and five receive channels.
Co-channel Relates to the authorization or operation of two
transmitters on the same frequency, normally
separated by some defined distance. Co-channel
operators may not interfere with each other
unless separated by sufficient distance or
operated in a coordinated manner.
Commercial Mobile Mobile services that are provided for profit,
Radio Service are interconnected to the PSN and are available
("CMRS") to the general public on a non-discriminatory
basis. These CMRS providers historically have
been referred to as "common carriers."
Community Repeater ("CR") Conventional two-way radio systems consisting of
a control station, a repeater station and mobile
and/or portable radios. The repeater is shared
by otherwise unrelated users.
Conventional System A method of operation in which one or more
radio frequency channels are assigned to
mobile and base stations but are not employed as
a trunked group.
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Digital A method of storing, processing and transmitting
information through the use of distinct
electronic or optical pulses. Digital
transmission and switching technologies employ a
sequence of discrete, distinct pulses to
represent information, as opposed to the
continuously variable analog signal.
Dispatch A service provided to customers who want to
transmit and receive short messages to and from
a fleet of vehicles operating within range of
the system's repeater.
800 MHz (SMR) As a group, the 280 channels of trunked SMR
frequencies in the 800 MHz band with 25 kHz
channel bandwidth. The cellular radio
frequencies are also in the 800 MHz band.
ESMR Enhanced Specialized Mobile Radio. SMR
multi-site digital networks, which are designed
to provide integrated telecommunications
services, including wireless, telephone, paging,
data transmission and dispatch services. ESMR
generally is used as a dispatch technology,
although it also may be interconnected with the
PSN to provide mobile telephone services. The
Company does not provide ESMR services.
FCC Federal Communications Commission.
Footprint The areas in which a company provides CR
services. See Appendix I for the Company's
footprint, i.e., a list of the 23 states and
a map showing the location of the Company's
CRs.
450-512 MHz Band 450-470 MHz - A group of frequencies operating
with a narrow channel bandwidth, which is shared
with an unlimited number of users (co-channel
operation) utilizing an unlimited number of
units.
470-512 MHz - A group of frequencies operating
with a narrow channel bandwidth, an unlimited
number of users, and a limited number of units.
Thus, user exclusivity on a particular frequency
during a call is currently achievable in this
band.
Hertz The unit for measuring the frequency with which
an electromagnetic signal cycles through the
zero-value state between lowest and highest
state. One Hertz (abbreviated Hz) equals one
cycle per second; kHz (kilohertz) stands for
thousands of Hertz; MHz (megahertz) stands for
millions of Hertz.
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Loading The capacity utilization of a mobile
communications system. The FCC requires
licensees of trunked SMR systems to meet a
one-time test of 70 units per channel within
five years after receiving the license. If a
licensee does not meet this loading requirement,
the FCC may take back a proportionate number of
the licensee's unloaded channels.
Major Metropolitan Areas Metropolitan areas (as defined by the U.S.
Office of Management and Budget) with a
population of 1,000,000 or more.
Major Trading Areas Service areas based on the 47 areas
("MTAs") contained in Rand McNally's 1992 Commercial
Atlas and Marketing Guide, 123rd Edition,
except that: (1) Alaska is separate from
Seattle, (2) Guam and Northern Mariana Islands
are licensed as a single area, (3) Puerto Rico
and the United States Virgin Islands are
licensed as a single area, and (4) American
Samoa is licensed as a single MTA-like area.
These modifications by the FCC resulted in a
total of 51 MTAs.
900 MHz SMR As a group, the 200 channels of trunked SMR
frequencies in the 900 MHz band with 12.5 kHz
channel bandwidth. The FCC initially licensed
these channels only in the top 50 markets. The
FCC recently completed its auction of the
remaining 900 MHz SMR channels for the 51 MTAs.
Paging A one-way communications service, from a base
station to mobile or fixed receivers, that
provides signaling or information transfer by
such means as tone, tone-voice, tactile or
optical readout. Paging services are provided
on several bands, including the 450-512 MHz and
900 MHz bands.
PCS Personal Communications Services. The newest
technology in the wireless communication
industry, PCS operates on the 900 MHz
(narrowband) and on the 2 GHz (broadband)
frequency bands. PCSs are radio communications
that encompass mobile and ancillary fixed
communication that provide services to industry
and business and that can be integrated with a
variety of competing networks. Broadband PCSs,
with a wider channel bandwidth, provide a
greater variety of services than narrowband PCSs
(e.g., broadband can provide a full voice and
data transmission, but narrowband PCS generally
is limited to one-way services).
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Private Mobile Radio Two-way radio operations offering dispatch and
Service ("PMRS") other wireless communications services. These
services generally cannot be interconnected to
the PSN. An operator may provide such services
on a discriminatory basis. Private Land Mobile
Radio operators, which provide dispatch
services in the bands below 800 MHz, are
regulated as PMRS operators. These PMRS
providers historically have been referred to as
"private carriers."
PSN Public Switched Network. Historically referred
to as the "Public Switched Telephone Network" or
"PSTN".
Repeater A device which automatically retransmits
received signals on an outbound circuit,
generally in an amplified form.
Roam(ing) A service offered by mobile communications
providers which allows a subscriber to use a
mobile phone while in the service area of
another carrier.
Site The location of a base station or repeater in a
radiocommunications system.
Specialized Mobile Radio A radio system authorized by the FCC in which
("SMR") licensees provide mobile communications services
(other than radio location services) in the 800
MHz and 900 MHz bands on a commercial basis to
eligible entities, federal government entities
and individuals. It is generally used as a
dispatch technology. However, SMR may be
interconnected with the PSN to provide telephone
interconnect services.
Spectrum A term generally applied to radio frequencies.
Switch A device that opens or closes circuits or
selects the paths or circuits to be used for
transmission of information. Switching is the
process of interconnecting circuits to form a
transmission path between users.
T-Band The group of channels operating at 470-490 MHz
previously assigned to the television segment.
Telephone Interconnect Connection of a telecommunications device or
service to the PSN. In SMR, telephone
interconnect refers to the service provided to a
customer which allows specified customer units
to have the capability to connect directly to
the PSN and thereby communicate with any other
party that can be reached over the PSN.
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Trunked System A system that combines multiple channels with
unrestricted access in such a manner that user
demands for channels are automatically "queued"
and then allocated to the first available
channel. Compared to a conventional system,
this method allows for the use of frequencies
by more users and provides faster access than a
conventional system, thereby reducing the
likelihood of network congestion.
Unit A base, mobile or hand held radio.
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RISK FACTORS
The discussion in this Registration Statement on Form 10-SB (this
"Registration Statement") contains forward-looking statements that involve
risks and uncertainties. The actual results of the operation of Champion
Communication Services, Inc. (the "Company") could differ materially from those
discussed herein. Factors that could cause or contribute to such differences
include, but are not limited to, the factors set forth below, and those
discussed in "Description of Business," "Management's Discussion and Analysis
of Financial Condition and Results of Operations," and elsewhere in this
Registration Statement. Specifically, there can be no assurance that the
Company will be able to become profitable, compete effectively, sell its 800
MHz band systems at a profit, increase utilization on its 450-512 MHz band
systems, retain its key personnel or take any or all of the other actions
described in this Registration Statement. These factors should be considered
carefully in evaluating the Company and its business before purchasing the
securities registered hereby.
LACK OF PROFITABILITY
The Company has a limited operating history and has sustained operating
losses since its inception. The Company's cash flow from operations has not
been sufficient to meet its working capital and capital expenditure
requirements. As of September 30, 1996, the Company had an accumulated
earnings deficit (unaudited) of over $2.1 million. Unless its revenues
increase significantly, the Company will continue to experience losses.
Although the Company anticipates that its revenues will increase in the
upcoming fiscal years, there can be no assurance that this will be the case.
Accordingly, there can be no assurance that the Company will be profitable in
the future or that an investment in the Company's securities will be recouped.
NEW TECHNOLOGIES
The market for the Company's services is characterized by rapid
technological advances, changes in customer requirements and new service
introductions and enhancements. The Company's growth and future financial
performance will depend, in part, on its ability to enhance existing services,
develop new services that meet technological advances and provide its services
at competitive prices. There can be no assurance that the Company will be
successful in these endeavors. The inability of the Company to respond in a
timely manner to technological advances could have a material adverse effect on
the Company's business.
COMPETITION
The Company experiences significant competition from other dispatch
operators in the 450-512 MHz, 800 MHz and 900 MHz bands, as well as from
providers of cellular phone services. The Company also could face additional
competition from other wireless communications providers, such as PCS
operators, 220 MHz operators and paging operators in the 450-512 MHz and 900
MHz bands. Many of these providers have significantly greater resources than
the Company. There can be no assurance that the Company will be able to
compete successfully in the dispatch services industry in the future. See
"Current Business - Competition."
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Furthermore, the availability of new technologies to ESMR network
operators will allow some dispatch operators to offer enhanced dispatch
services, including PSN interconnect and features such as seamless wide area
coverage and data transmission. The Company believes these services may be
more expensive than the services the Company provides, and therefore may not
create a significant competitive threat. However, there can be no assurance
that this will be the case or that competition from ESMR service providers will
not have a materially adverse effect on the Company's business. See "Current
Business - Competition."
DEPENDENCE ON KEY PERSONNEL
The Company believes its success depends, in large part, upon the
continued services of key management personnel, including Albert F. Richmond
and David A. Terman. The Company has purchased key-man life insurance policies
in the amount of $1 million on each of Messrs. Richmond and Terman. The
Company does not have employment agreements with either of these employees.
The loss of either of these individuals could have a material adverse effect on
the Company.
CONTROL BY OFFICERS AND DIRECTORS
As of September 1, 1996, the executive officers and directors of the
Company owned approximately 65% of the issued and outstanding shares of the
Company's Common Stock. As a result of such ownership, such officers and
directors have the power effectively to control the Company, including the
election of directors, the determination of matters requiring stockholder
approval and other matters relating to corporate governance. See "Security
Ownership of Certain Beneficial Owners and Management."
RELIANCE ON KEY SUPPLIERS
The Company relies on Motorola, Inc. ("Motorola") and Kenwood
Communication Corporation ("Kenwood") as its primary equipment suppliers and on
Motorola as its primary source of antenna sites. A change or termination of
the Company's arrangements with either or both of these companies could have a
material adverse effect on the Company's business.
ABSENCE OF DIVIDENDS
The Company has never declared or paid any dividends on the Common Stock
and does not anticipate that it will pay any dividends in the foreseeable
future.
IMPACT OF REGULATORY ISSUES
The Company's dispatch business is a distinct segment of the wireless
communication industry. The wireless communications industry is subject to FCC
regulation. The FCC does not currently regulate prices for PMRS providers,
such as the Company. There can be no assurance, however, that the prices
charged by the Company for its services will not become subject to regulation.
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Additionally, pending FCC rule and policy changes, including those
relating to "refarming" (i.e., the ongoing FCC proceeding to rewrite the rules
governing licensing and operation in the 450-512 MHz band where the Company's
business is concentrated), regulatory classification, SMR and other dispatch
service provider regulation, new spectrum allocation and radio towers may not
be adopted, or may be adopted in a different form than the current proposed
version. Any regulatory changes could have a material adverse effect on the
Company.
INABILITY TO OBTAIN LICENSES
For some of its 450-512 MHz and 800 MHz band operations, the Company's
customers hold the necessary FCC licenses; for some operations, the Company
holds the requisite licenses. Each of these licenses is subject to the
licensee operating in compliance with applicable FCC rules and is subject to
renewal. Failure to obtain license renewals by either the Company or its
customers would have a material adverse effect on the Company. There can be no
assurance that the Company's customers will maintain their licenses or that the
FCC will renew the Company's or its customers' licenses.
Furthermore, the Company's strategy includes obtaining assignment of
co-channel licenses to allow trunking in the 450-512 MHz band and to prepare
for the sale of the Company's 800 MHz band systems. There can be no assurance
that the Company will be able to obtain assignments from other users or that
the FCC will approve these transactions. Failure to obtain the necessary
assignments from other users or to obtain FCC approvals for these assignments
of licenses would have a material adverse effect on the Company.
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PROVISIONS AFFECTING CONTROL
Several provisions of the Company's certificate of incorporation and
by-laws may have the effect of delaying, deferring or preventing a change in
control. See "Description of Securities -- Provisions Effecting Control."
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PART I
ITEM 1. DESCRIPTION OF BUSINESS
The discussion in this Registration Statement contains forward-looking
statements that involve risks and uncertainties. The Company's actual results
could differ materially from those discussed herein. Factors that could cause
or contribute to such differences include, but are not limited to, the factors
set forth below, those discussed in "Risk Factors," "Management's Discussion
and Analysis of Financial Condition and Results of Operations," and elsewhere
in this Registration Statement. Specifically, there can be no assurance that
the Company will be able to become profitable, compete effectively, sell its
800 MHz band systems at a profit, increase its utilization on its 450-512 MHz
band systems, retain its key personnel or take any or all of the other actions
in this Registration Statement. These factors should be considered carefully
in evaluating the Company and its business before purchasing the securities
registered hereby.
THE COMPANY
The Company is a prominent provider of high-powered CR dispatch services
in the United States, currently serving approximately 6,800 customers utilizing
36,000 subscriber units (either radio or base stations) in 23 states in the
United States. The Company's customers are principally businesses and
government agencies located in both metropolitan and rural geographic areas.
Dispatch services using CRs are offered on the 450-512 MHz, 800 MHz and
900 MHz bands. Operators of these dispatch services are regulated as PMRS
providers (i.e., private carriers) or as CMRS providers (i.e., common
carriers). A CR is operated either without an FCC license because the customer
is individually licensed to operate a conventional channel or it is operated
with a license held by the operator for either trunked or conventional
operations. A CR that is operated as a PMRS is subject to more relaxed
regulatory requirements than a CMRS provider, such as cellular and certain SMR
or ESMR licensees. See "Current Business - Regulation."
The Company primarily offers its dispatch services in the 450-512 MHz
band. It also operates a limited number of CRs in the 800 MHz band. The
Company is a major CR operator in the Continental United States in the 450-512
MHz band. The Company has concentrated its business in this band because it
believes that it can exploit economies of scale by providing extensive
coverage, obtaining equipment at favorable prices and charging low rates.
However, there can be no assurance that this strategy will be effective. In
both the 450-512 MHz and 800 MHz bands, the Company operates CRs without a
license for individually licensed customers and it operates conventional and
trunked CRs with its own FCC license. All the Company's CRs are operated as
PMRS providers and thus are subject to less stringent regulatory requirements
than CMRS providers.
The Company's strategy is to increase its customer base by capitalizing
on its existing infrastructure in CRs, which, on average, have approximately
50% capacity available for new, revenue-producing units; to expand its services
into geographic areas adjacent to current
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operations; to increase its number of trunked systems by consolidating
individually licensed channels and adding new systems; and to acquire
constructed systems. The Company plans to focus this growth strategy in the
450-512 MHz band because it believes that this strategy allows it to exploit
economies of scale by providing extensive coverage, obtaining equipment at
favorable prices and charging low rates. In addition, operations of CRs in
this band are less expensive than dispatch services in the 800 MHz and other
bands, thereby providing the Company with the ability to implement competitive
pricing strategies and to further exploit its status as a primary CR operator
in this band. See "The Dispatch Industry - Dispatch Frequencies" and "Current
Business - Competition." Furthermore, spectrum availability is greater and
regulatory impact on operations is less burdensome in the 450-512 MHz band than
in other dispatch service bands. See "Current Business - Regulation." Thus,
while the Company intends to construct and operate its 800 MHz band systems as
required by the FCC in order to maintain its licenses in that band, it plans to
exit this band when it can sell these systems and assign its FCC licenses for
an appropriate return.
The Company is a Delaware corporation. Its principal place of business
is 1610 Woodstead Court, Suite 330, The Woodlands, Texas 77380. The Company's
phone number is (281) 362-0144.
HISTORY
The Company was incorporated under the laws of the State of Delaware on
September 29, 1994, by Albert F. Richmond and David A. Terman. Pursuant to a
September 14, 1994, agreement with Motorola, the Company acquired 1,238 CRs in
November 1994. In December 1994, the Company acquired an additional 263 CRs
from Motorola through several agreements. The Company acquired these CRs from
Motorola on an "as is - where is" basis for an aggregate purchase price of
$5.29 million.
Since acquiring the CRs from Motorola, the Company has evaluated its
total mix of dispatch services; sold, acquired or consolidated various dispatch
operations (after obtaining any necessary FCC consent); and established
required support systems, such as providing equipment rental and maintenance,
licensing and related services for customers. In particular, in an effort to
increase its subscriber capacity, overall network control and revenue
potential, the Company has been consolidating its systems. In both the 450-512
MHz band and the 800 MHz band, the Company, after obtaining any necessary FCC
consents, has been converting many of the individual licenses used by its
subscribers to trunked channels on its own licensed systems. However,
consistent with its overall strategy of concentrating on CR operations in the
450-512 MHz band, the Company's acquisitions of 800 MHz band systems have been
made to obtain exclusive control of frequencies in order to maximize
marketability of its systems in this band. The Company recently acquired two
constructed 800 MHz band systems in California and received assignments of the
related licenses from the FCC. Additionally, the FCC granted the Company
licenses to construct and operate 800 MHz band systems in Phoenix, Arizona.
Until the Company determines that it no longer wants to operate systems in the
800 MHz band, it will seek to fulfill all FCC requirements to retain its
licenses with the maximum number of channels, including continuing operations
on these systems.
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In October 1994, the Company issued 658,000 shares to its employees,
officers and directors for $.50 per share, raising $329,000. In October 1995,
the Company entered into a letter of engagement with Britwirth Investment
Company, Ltd. ("Britwirth") pursuant to which Britwirth agreed to assist the
Company in raising capital. In November 1995, the Company raised $810,000
(resulting in net proceeds to the Company of $729,000 after payment of fees and
commissions) through the sale in Canada of warrants (the "Special Warrants") to
acquire Common Stock at $1.35 per Special Warrant. Britwirth received fees of
$81,000 and options to acquire up to 60,000 shares of Common Stock at CDN $3.70
per share exercisable until September 25, 1999. All of the Special Warrants
were converted automatically to Common Stock upon consummation of the Company's
initial public offering in Canada. No additional consideration was due on
conversion. In December 1995, the Company raised an additional $102,000 through
sales of its Common Stock to its existing stockholders, consultants and
employees at $1.35 per share and issued an additional 400,000 shares to Messrs.
Richmond and Terman in exchange for the November 15, 1995 cancellation of
indebtedness in the amount of $540,000. In September 1996, the Company raised
approximately $1.7 million in an underwritten public offering in Canada of
619,350 shares of its Common Stock and warrants to acquire 619,350 shares of its
Common Stock. In connection with such offering, the Company registered its
Common Stock for trading on the Toronto CDN Stock Exchange. Also in connection
with this offering, the Company granted IPO Capital Corp. an Agent's Warrant
entitling IPO Capital Corp. to receive options to acquire 50,000 shares of
Common Stock at CDN $3.70 per share for a period of 18 months after completion
of the initial public offering. The Company exercised the Agent's Warrant on
behalf of IPO Capital Corp. upon the Ontario Securities Commission's issuance of
a receipt for the Company's prospectus. In September 1996, the Company raised
$411,000 through a private placement in the United States.
Since establishing its business in 1994, the Company has experienced
operating losses for each fiscal year and currently has a negative working
capital position. In addition, on August 19, 1996, the Company sold the
portion of its business that serviced customer units for $33,000. The Company
recognized a loss of approximately $83,000 on this transaction.
THE DISPATCH INDUSTRY
OVERVIEW
Most businesses or service organizations with mobile work forces require
the ability to communicate with employees in order to conduct their operations
efficiently. They rely on radiocommunications as a tool to control resources,
personnel, materials and equipment in a cost-effective manner. Dispatch
services improve the efficiency and response time of such businesses and
organizations.
The dispatch industry is a distinct segment of the wireless
communications industry, which also includes wireless telephone (cellular, PCS
and satellite), paging and data transmission. Wireless telephone services are
designed for personal communications by providing bi-directional communication
between two individuals. This segment of the industry refers to its radios as
"telephones" and is viewed as an extension of the traditional wireline
telephone network. Wireless
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telephones require a minimum seven digit dial-up procedure and wireless
telephone conversations typically average more than one minute in duration.
Paging services enable subscribers to contact an individual or group of
portable receivers which emit an audible, visual or tactile alert and can
sometimes record a numeric or alpha-numeric message. Paging systems allow only
the transmission of a limited amount of information and generally only provide
one-way communication. Data transmission services are, at present, primarily
offered on data-only (non-voice) packet switched networks. Dispatch services
provide for the transmission of information, whether voice messages or data, to
groups of mobile or portable radio users for the purpose of task assignment and
coordination. Dispatch services are designed to provide bi-directional group
communications and to allow the user to address either entire groups,
sub-groups or individuals with simple and rapid push-to-talk call set-up
procedures. Dispatch conversations are typically short and allow for all
participants to communicate with each other simultaneously. Dispatch services
are less expensive than other wireless communications services, such as 800 MHz
and 900 MHz SMR, cellular and PCS.
New applications in the wireless communications industry are also
emerging. These new technologies include broadband PCS and narrowband PCS
(advanced paging). Both broadband PCS and narrowband PCS are subject to
comprehensive FCC regulation and are available in the United States.
Each segment of the wireless communications industry relies on a
different technology and serves distinct customer needs. The Company believes
that these segments address separate markets and generally do not compete
effectively against each other. The wireless communications industry has grown
significantly in the last decade and the Company believes this trend will
continue with the emergence of new technologies and applications. There can be
no assurance, however, that this growth will continue. A decrease in the
growth rate of the industry would have a material adverse effect on the
Company's ability to expand.
HISTORY OF DISPATCH NETWORKS
The dispatch industry is comprised of operator-licensed networks and
user-licensed systems served by unlicensed CR operators. The Company currently
provides both of these dispatch services. In the 800 MHz and 900 MHz bands,
dispatch networks are referred to as SMRs or ESMRs. These networks are
operated by licensees that provide dispatch services to others for a monthly
fee. Providers of CR dispatch services, such as the Company, derive revenues
from the sale, rental and servicing of end-user equipment and from dispatch
air-time charges.
The development of military wireless communications in the 1940s led to
the first dispatch systems for business and industrial use. Shared repeater
services, the predecessors to SMR networks, developed in the early 1970s as
available radio spectrum became increasingly scarce. By the mid-1980s, the
number of commercial users in major urban areas was surpassing the capacity of
shared repeater services, and trunked SMR networks were introduced to satisfy
the increasing demand for dispatch services.
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Implementation of emerging, spectrum-efficient digital switching and
transmission technologies will increase dispatch system capacity even further.
These new technologies are currently being implemented on ESMR networks.
However, the Company has no current plans to operate ESMR networks.
DISPATCH FREQUENCIES
Under international agreements, specific bands of frequencies may be
used for radiocommunications: low band (which includes low ("LF"), medium
("MF") and high ("HF") frequencies), Very High Frequency ("VHF"), Ultra High
Frequency ("UHF") and Super High Frequencies ("SHF").
In the United States, the FCC has exclusive responsibility for
allocating radio frequencies assigned to non-government use and for
establishing rules governing the licensing of, and operations on, such
frequencies. It receives formal applications from prospective users or
operators and grants licenses to provide the proposed services. The dispatch
industry is allowed to operate in the various band segments, including the
450-512 MHz and 800 MHz bands. Within each band, channels are created by the
allocation of specified bandwidths. See "Current Business - Regulation." The
wireless mobile communications industry operates primarily within the UHF
frequencies and can be categorized by operations in the following frequency
ranges:
450-512 MHZ. Dispatch communications services are provided in the
450-512 MHz band to vehicle-mounted and hand-held portable two-way radio
units. These services operate at a higher transmitter power level than other
wireless services, such as cellular and PCS. This band, which was developed in
the 1950s, is populated by PMRS licensees, such as the Company and its
customers.
Users of the 450-512 MHz band have begun to experience channel
congestion and spectrum crowding, especially in metropolitan areas. This
spectrum is frequently incapable of handling the demands placed upon it, and
users are often unable to find a clear channel. To remedy this situation, the
FCC recently adopted rules, and has proposed additional rules, to promote more
effective and efficient use of the bands below 512 MHz. These actions, which
have been implemented as part of the FCC's ongoing "refarming proceeding,"
increased opportunities for the Company to use higher capacity trunking
technology in these bands. See "Current Business - Regulation."
800 MHZ (SMR). Dispatch services are provided not only in the 450-512
MHz band, but also in the 800 MHz band. Due to recent technological
developments, 800 MHz band operators now may elect to convert their systems
from analog to digital. Conversion of systems to digital technology may make
this band more appropriate for services other than dispatch. See "Current
Business - Competition." Although the Company operates 800 MHz band systems,
its current plan is to sell these systems if it gains exclusive control over
channels. The Company's long-term plan is to withdraw from the 800 MHz band
market.
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900 MHZ. The 900 MHz band (SMR) analog operating format is almost
identical to the 800 MHz band format. Initially, the FCC issued 900 MHz band
SMR licenses in the top 50 markets in the United States. In 1996, the FCC
completed auctions for the remaining 900 MHz band licenses to operate in 51
MTAs in the United States, Puerto Rico, United States Virgin Islands, Guam -
Northern Mariana Islands and American Samoa. Specifically, 1,020 licenses were
offered in these 51 MTAs, or 20 channels per MTA. The Company was not
successful in its participation in these auctions.
NEW TECHNOLOGIES
The limited number of available frequencies, particularly in urban
areas, has led to the introduction of new and advanced technologies and
applications that allow for better spectrum utilization. The first technology
developed for that purpose was "trunking," which was developed in the late
1970s and which uses microprocessors to allow many users to share frequencies.
In non-trunked conventional systems, the channels assigned to each group of
users are independent. If a channel is occupied by another conversation, the
user has to wait, even though another channel in the system may be idle. The
user may have to try several times before the channel is free. In contrast,
trunking allocates messages to various frequencies in the most efficient way.
In a "trunked" system, user calls are assigned to the first available channel
and a different channel may be assigned for each transmission during the same
conversation. The trunked system therefore can handle more call traffic with a
given number of channels. In addition, the channel "switching" on a trunked
system makes eavesdropping more difficult and therefore enhances the privacy of
conversations.
More recently, digital technology was developed to improve spectrum
efficiency and provide for additional loading (the use of a channel by
subscriber radios). Use of digital rather than analog transmission expands
channel capacity by a factor of two, three or more times.
The Company is currently using trunking technology to serve more
customers with its existing equipment. Depending upon cost and competitive
factors, the Company also might implement digital technology to increase its
customer base even further. However, the Company has no current plans to
convert to digital technology.
CURRENT BUSINESS
GENERAL
The Company is a prominent provider of high-powered CR dispatch
services, operating in 23 states in the United States. The Company currently
serves 6,800 customers utilizing 36,000 two-way radio units. The Company
provides its customers, primarily business and governmental agencies, with
equipment, equipment rentals and dispatch services. Under applicable FCC
rules, the Company is not required to obtain FCC licenses for those of its CR
systems serving individually-licensed customers. However, the Company is
licensed by the FCC to operate its trunked dispatch systems serving customers
which do not have their own licenses.
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Pursuant to several contracts with Motorola executed in September,
October, November and December 1994 (the "Motorola Agreements"), the Company
acquired 1,501 CRs. The Company historically has used its CRs exclusively for
dispatch purposes and plans to continue such use. Each CR is housed in a small
structure at the base of a communications tower. The antenna is affixed to the
tower structure and is connected to the CR by coaxial cable. Currently, the
Company owns one tower where one of its CRs is located and leases space on the
other towers it uses for CRs. The Company plans to acquire additional towers.
See "Business Strategy - Towers." However, there can be no assurance that the
Company will be able to locate suitable towers for acquisition.
Equipment products for the 450-512 MHz band frequencies, where the
Company provides most of its services, and for the 800 MHz band, are available
from numerous manufacturers. Prices for this equipment range from $300 to $900
per unit, depending on the features offered and the warranty provided. The
Company's principal equipment suppliers are Motorola and Kenwood, and the
Company has entered into dealer agreements with both companies. Both dealer
agreements, however, may be terminated at any time by either party without
cost. Termination of either of these agreements would have a materially
adverse effect on the Company.
The Company operates its dispatch CRs primarily in the 450-512 MHz
frequency band of the wireless communications industry. The Company also has
limited operations in the 800 MHz (SMR) band. However, the Company is not
active in the 220 MHz band, 900 MHz band, cellular or PCS segments of the
wireless communications industry and it currently does not intend to become
active in those segments.
450-512 MHZ CR OPERATIONS. The Company conducts the majority of its
operations in the 450-512 MHz frequency band. The Company is actively pursuing
widespread utilization of trunking technology for its systems in this band. A
trunked 450-512 MHz band CR is superior to a conventional CR in that trunked
systems make more channels available to handle calls and thus provide greater
capacity than conventional systems. See "The Dispatch Industry - New
Technologies." The trunked CR format also provides the customer with more and
faster calls than a conventional system. See "The Dispatch Industry - New
Technologies." These factors, in turn, allow a greater number of users to make
more calls than a conventional system, which should generate more revenues to
the Company. The trunked 450-512 MHz band CRs function similarly to 800 MHz
band trunked SMR systems. If the service is interconnected to the PSN, it is
comparable to cellular telephone technology.
To exploit the trunking format, the Company has begun converting its
450-512 MHz band CRs to this format. Over time, the Company plans to convert
substantially all its CRs to the same format. This conversion to a trunked CR
generally involves obtaining FCC approval for the assignment of licenses by the
individual users or to claim licenses for unused channels. There can be no
assurance, however, that the Company will be able to obtain requisite licenses
or take the other steps necessary to complete this conversion process.
The 470-490 MHz portion of the 450-512 MHz band is available in the top
13 U.S. major metropolitan areas and is known as the T-Band. Operation on the
T-Band is particularly
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advantageous as the T-Band contains the only frequencies in the 450-512 MHz
band on which exclusive channels are available. Exclusive channels are
superior to co-channel operations because an operator, such as the Company, has
more available capacity and less restrictions on service provision. As of
October 1, 1996, the Company had filed applications with the FCC for
approximately 200 T-Band licenses in the Dallas, Houston, San Francisco,
Washington D.C., Baltimore, Boston, Pittsburgh and Philadelphia areas and
approximately 150 of those licenses have been granted and are in good standing.
Through this effort, the Company has made progress in its efforts to gain
exclusive control of channels in these areas, and has begun installation of CRs
in Houston, Dallas and Chicago. However, there can be no assurance that the
Company will gain exclusive control over all or substantially all of these
channels.
800 MHZ CR OPERATIONS. Under the Motorola Agreements, the Company
acquired 92 CRs in the 800 MHz band. As with the 450-512 MHz band CRs, the 800
MHz band CR licenses are typically held by the users, but the Company has a
limited number of its own licensed systems in this band. The FCC has imposed a
partial freeze on issuing new 800 MHz band SMR licenses. Although the Company
had filed for additional 800 MHz band SMR licenses prior to the freeze, it does
not anticipate operating in the 800 MHz band dispatch market on a long-term
basis. Instead, with appropriate FCC approvals, the Company is attempting (i)
to acquire existing 800 MHz band systems (including assignments of licenses
relating to those systems), (ii) to convert any 800 MHz band co-channel
frequencies to exclusive frequencies by obtaining assignments of co-channel
users' licenses, and then (iii) to seek to exit the 800 MHz market by selling
its 800 MHz band systems. There can be no assurance, however, that the Company
will be successful in acquiring 800 MHz band systems, converting 800 MHz band
co-channel frequencies to exclusive frequencies, obtaining FCC approval for
license assignments or selling any of its 800 MHz band systems at a profit.
The Company's inability to carry out this strategy could have a material
adverse effect on its business. To maintain the 800 MHz band licenses the
Company now holds, it will continue to load and operate these channels until it
sells the systems.
After obtaining FCC consent in November 1995, the Company successfully
concluded the sale of three 800 MHz band systems for $300,000, recognizing a
gain of $280,000. As of November 1, 1996, the Company had executed several
contracts for the sale of other 800 MHz band systems and the Company
anticipates that these sales will be consummated upon receipt of FCC approval.
The Company expects that the FCC will approve $300,000 in sales of such systems
by the Company in 1996 and approximately $4 million in the first quarter of
1997. The Company anticipates the tax gain on these sales will be
approximately $3.5 million. If consummated, these transactions will exhaust
the Company's existing net operating loss carryforward for federal income tax
purposes. There can be no assurance, however, that the Company will be able to
obtain exclusive licenses, will obtain FCC approval for these sales, will be
successful in concluding additional sales or will conclude sales at a profit.
Through this process, the Company's focus as a communications carrier will
remain on the 450-512 MHz band trunked systems.
BUSINESS STRATEGY
The Company's business strategy includes the following:
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EXPANSION OF FOOTPRINT. The Company seeks to expand within existing
markets and into nearby markets through the FCC-approved acquisition of
operating and start-up 450-512 MHz band dispatch systems. The Company is not
only focusing on metropolitan areas, but also on rural communities where
dispatch is a major form of communication. Because of the Company's size, it
can offer greater and expanded product and infrastructure coverage than smaller
450-512 MHz band operators.
DEVELOPMENT OF EXISTING INTRINSIC VALUE. At the time the Company
acquired its original assets from Motorola, the CRs were loaded only to 45% of
their capacity. As the Company installs trunking technology, the Company
anticipates that available system capacity for additional income-producing
units will increase from approximately 55% to 75%. Thus, the Company may be
able to achieve a substantial growth rate with a minimum capital investment,
other than the costs of trunking. However, there can be no assurance that this
will be the case.
Under the Motorola Agreements, the Company also purchased 92 unlicensed
800 MHz band CRs. At that time, the Company believed that if it acquired FCC
consent to assignments of a sufficient number of 800 MHz band licenses, it
could obtain exclusivity over the related channels and could then sell the
trunked 800 MHz band systems at a much greater price than their original
purchase price. The Company has entered into contracts for approximately $4.3
million of such sales, of which sales of approximately $50,000 have closed and
sales of approximately $4.25 million are expected to close in early 1997. If
the FCC gives the Company the requisite consent and if the Company obtains
exclusive control of the remaining 800 MHz band channels, it believes that such
systems may be sold at a substantial profit. However, there can be no
assurance that the Company will obtain control of these channels, or that the
systems will be sold for the amount the Company now estimates.
SPECTRUM. Spectrum is critical in the communications business. Without
spectrum on which to operate, the best communications equipment is worthless.
The Company is spending considerable funds to obtain assignments of FCC
licenses to provide dispatch services. The Company is receiving assignments of
these licenses, and the corollary right to use the spectrum, through purchase
of existing systems and through applications to the FCC for the grant of
additional licenses. The Company anticipates that these efforts will be
ongoing. However, there can be no assurance that the Company will be
successful in any or all of these efforts to obtain the rights to use the
spectrum.
Specifically, the Company is actively pursuing additional licenses from
the FCC to operate on the 470-490 MHz T-Band channels. If the FCC grants
these licenses, the Company plans to construct such T-Band systems. The
Company anticipates that, after constructing T-Band systems, its next licensing
project will involve obtaining FCC consent to convert the individual 450-470
MHz band customer licenses using the Company's CRs to FB-6 (Private Carrier)
Classification, which would result in the Company becoming the licensee of a
trunked system using the formerly individually-licensed channels. Finally, the
Company intends to seek FCC authority to operate "offset" channels (i.e., new
narrowband channels located adjacent to existing channels) when the partial
450-512 MHz band licensing freeze on such channels is removed.
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Although the Company does not intend to operate 800 MHz band networks on
a long-term basis, it currently is consolidating operations in this band so it
will be able to sell its licensed systems for favorable prices. The Company
thus is attempting to purchase 800 MHz band conventional systems in Chicago and
San Francisco, where the Company currently operates CRs. If the Company
reaches agreements for those acquisitions and obtains FCC consent, it intends
to consummate those transactions. Upon further FCC consent, the Company plans
to sell some of these 800 MHz band conventional systems and to convert others
to 800 MHz trunked SMRs prior to selling them.
EQUIPMENT RENTAL. To augment its sales activities, the Company has
established a Rental Division. This division currently rents approximately 500
units. The Gulf Coast region is a large user of rental radios due to its
numerous petrochemical and refining plants. In addition, Phoenix, a large
"event" city, is also a large user of rental units. The Company provides
equipment rental directly to these areas, as well as through approved dealers
in other parts of the United States.
TOWERS. The Company leases space from a variety of lessors for all its
CRs, except one CR, which is located on a tower that the Company owns. The
Company believes Motorola is one of the largest tower owner/operators in the
nation, operating over 2,500 antenna site locations. The Company is Motorola's
second largest antenna customer behind Nextel Communications, Inc. ("Nextel").
With the success of spectrum auctions in the PCS, 220 MHz, 800 MHz, and
900 MHz bands, towers are in high demand because these new licensees need
facilities for their transmitting and related equipment. To be in a position
to take advantage of this increasing demand for tower space, the Company is
considering acquiring additional towers to generate revenues by leasing space
to other licensees and to decrease its own leasing costs. To implement this
strategy, the Company is considering the creation of a tower division, possibly
in late 1997 or early 1998. However, there can be no assurance that the
Company will be in a position to create a tower division, or, if created, that
the tower division will be able to locate suitable towers at a price acceptable
to the Company.
COMPETITION
The Company has intense competition from the following types of
operations:
OTHER 450-512 MHZ BAND CR OPERATORS. The Company currently competes
with other 450-512 MHz band CR operators. The Company's primary competitors
in this category are Nextel and Pittencrief Communications, Inc.
("Pittencrief"), each of which has approximately 400-600 CRs operating in the
450-512 MHz band. Because most of Nextel's and Pittencrief's service areas are
outside the Company's current service areas, this competition is limited.
Nevertheless, because the Company is expanding its 450-512 MHz band CR
operations and because Nextel and Pittencrief have national footprints, the
competition could increase. With FCC approval, the Company has begun
converting its 450-512 MHz band CRs from user-licensed conventional operations
to the trunked multi-channel format. This process began in metropolitan areas
and the Company eventually plans to extend it to suburban markets. Although
the Company believes that
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this conversion will help distinguish it from the 450-512 MHz conventional CR
operators, there can be no assurance that the Company will be able to expand
its conversion to the trunked multi-channel format or that such conversion will
indeed distinguish the Company from conventional CR operators. In addition, a
limited number of paging operations are provided in the 450-512 MHz band, but
the Company does not anticipate that these services will compete with its CR
dispatch services in this band.
CELLULAR TELEPHONE SYSTEMS. The Company currently competes, and
believes that it will continue to compete, with cellular telephone systems to a
great extent. The Company charges a flat monthly rate for its services. By
contrast, cellular charges are primarily based on air time. Additionally,
cellular service providers charge for a call whether the user placed or
received the call. Because many dispatch calls are mobile-to-mobile, cellular
calls from one user to another result in two air time charges, one charge for
the caller and one charge for the receiver. Large fleet operators may find
cellular costs prohibitive, although extremely small fleets may be in a
position to justify the cost of cellular service. The Company believes that
cellular telephones are not an economical solution for medium to large dispatch
users, and that CRs offer a cost-effective alternative for high volume users of
cellular telephone services. Also, cellular coverage problems exist in certain
rural areas where the Company provides CR dispatch service. In contrast, the
Company's CR dispatch service in such rural areas does not typically have this
coverage problem because sufficient infrastructure is in place to cover the
geographic areas in which the Company's customers do business.
800 MHZ BAND SMR OPERATORS. Due to recent technological developments,
800 MHz band SMR operators may now elect to convert their systems from analog
to digital. Nextel, the largest SMR operator in the United States, is in the
process of converting its analog technology to digital, beginning with its
major metropolitan area systems. Conversion to the digital technology requires
substantial capital investment, and the Company believes that companies that
convert may be required to increase their prices to recoup these capital costs.
These factors may price digital 800 MHz band operators out of the dispatch
market and into the cellular telephone market. For this reason, the Company
believes 800 MHz band SMR digital operators will not represent a significant
competitive threat. However, there can be no assurance that this will be the
case.
The 800 MHz band SMR operators that retain analog technology probably
will continue to concentrate on dispatch services and therefore will continue
to compete with the Company. The Company believes that eventually many of
these 800 MHz band SMR analog providers may be acquired by large digital
operators, interested in obtaining additional spectrum to maximize their
loading capacity. However, there can be no assurance that such acquisitions
will take place or that the 800 MHz band SMR operators will not continue to
create significant competition for the Company.
900 MHZ BAND SMR OPERATORS. Operators of 900 MHz band SMR systems
currently provide the greatest dispatch service competition to the Company.
Many of these 900 MHz band system operators are using analog technology,
thereby minimizing capital costs so they can maintain rates at competitive
levels. Rates for these services could increase, however, because
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of higher capital costs for auctioned systems and because of the costs of any
conversion to digital technology. However, there can be no assurance that
these rates will increase or that operation of 900 MHz band SMR systems will
not continue to provide significant competition to the Company.
In addition to the existing 900 MHz band SMRs in the top 50 markets, the
FCC auctioned 900 MHz band systems in 51 MTAs during 1996. The Company
unsuccessfully participated in this auction. Per channel costs for the 900 MHz
band systems averaged in excess of $10,000 each in the auction. In contrast,
many licenses that the Company holds in the 450-512 MHz band cost less than
$1,000 per channel. There can be no assurance, however, that the Company will
be able to continue obtaining licenses for this price.
Initially, the Company expects that the auctioned 900 MHz band licensees
will operate using analog technology. In some cases, the auction price paid by
the 900 MHz licensees per channel indicates that a higher rate may be charged
to each subscriber to produce a desired rate of return on the investment. The
Company believes that the comparative low cost of the Company's dispatch
services may result in lower, more competitive rates for its subscribers. In
addition, because of the high prices paid for spectrum in the recent 900 MHz
band auction, the Company believes it is unlikely that analog technology based
services, such as dispatch services, will be offered on the 900 MHz band on a
long-term basis. However, there can be no assurance that 900 MHz band services
will be more expensive than the Company's services or that dispatch will not
continue to be offered by 900 MHz band operators. Competition from 900 MHz
band operators could have a material adverse effect on the Company.
220 MHZ OPERATORS. The 220 MHz band has been available to potential
dispatch operators for several years. Although the Company is not aware of any
major equipment manufacturer that currently provides a full array of
communications equipment to operate at this frequency level, as spectrum
becomes more scarce, manufacturers will probably begin providing equipment for
the 220 MHz band. If this occurs, 220 MHz band operators could become dispatch
competitors to the Company.
PCS OPERATORS. PCS is the newest technology to enter the wireless
communications industry. Broadband PCS systems will operate at 1.8 to 2.2 GHz
and will provide PSN interconnection, paging, voice mail and data transfer
capabilities. While conventional paging services historically have been
provided in the 900 MHz band, recently, narrowband PCS licensees, which are
expected to provide paging and other data transmission services, also have
begun operating in different segments of the 900 MHz band. PCS services are
now available on a limited scope and the Company expects to face competition
from these operators.
The first broadband PCS auction, in which the FCC awarded two 30 MHz
licenses in each MTA, began in December 1994 and ended in March 1995. A
substantial number of the companies awarded 30 MHz PCS licenses in this auction
were current cellular communications providers and joint ventures of current
and potential wireless communications service providers. The FCC continues to
conduct PCS auctions and those auctions should be completed by the end
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of 1996. In addition, the FCC has auctioned national and regional narrowband
PCS licenses, and it plans to complete this licensing process in 1997.
At this time, the impact of PCS on the Company's business is uncertain
for several reasons. First, PCS is a new service and little, if any, empirical
or other market data are available for either broadband or narrowband
operations. Second, given the high entry costs for PCS licensees, it is
difficult to forecast how soon systems will be operational, what prices will be
charged and how successful the systems will be in providing viable competitive
services. Third, it is unknown to what extent PCS operators will provide
dispatch service in markets where the Company is operating. Although the
Company believes that the PCS operators are going to be susceptible to the same
higher pricing as cellular operators, as compared to the pricing of the
Company's services, there can be no assurance that this will be the case. For
example, all PCS mobile-to-mobile calls are double billed for all air time
used. The Company's services for similar use currently is a fixed rate,
usually from $12.50 to $20.00 (depending on the market) with no air time
billing. There can be no assurance, however, that the Company's services will
cost less than PCS or that PCS operators will not provide substantial
competition to the Company.
REGULATION
The FCC regulates the construction, operation and acquisition of
wireless communications systems under the Communications Act of 1934, as
amended (the "Communications Act"), and pursuant to the FCC's rules and
policies adopted thereunder. The FCC rules governing wireless communications
are highly technical and subject to change. The Company believes it is in
material compliance with FCC licensing, loading and operating requirements.
Under the Communications Act, dispatch operators, such as the Company,
generally are regulated as PMRS providers (i.e., private carriers) rather than
as CMRS providers (i.e., common carriers). A PMRS provider is subject to less
stringent regulations, both by the FCC and individual states, than a CMRS
provider. In contrast, cellular telephone, most paging services and those SMR
operators providing PSN telephone interconnect are, or will be, regulated as
CMRS providers. Generally, CMRS providers must provide services under the same
terms and conditions to any subscriber requesting services. These CMRS
providers also may be required to file tariffs and their revenues from
services may be regulated. As PMRS providers, dispatch operators, such as the
Company, may decline service to certain subscribers and may negotiate different
prices with each customer for "like" services. Certain changes to the
Communications Act and to the related FCC rules and policies could result in
minimizing or eliminating this distinction between PMRS and CMRS providers.
These changes could have a material adverse effect on the Company. See
"Regulatory Developments."
LICENSING. In order to provide CR services, the Company does not need
an FCC license if its customers are licensed. Most licenses in the 450-512
MHz, 800 MHz and 900 MHz bands are granted for 5-year or 10-year terms.
License renewals are generally pro forma, absent material licensee misconduct
or failure to meet applicable construction and loading requirements. To the
extent that the Company operates its own systems in the 450-512 MHz or 800 MHz
bands, it is subject to the same licensing and related requirements as its
customers.
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Prior FCC approval is a prerequisite to any license assignment or to the
transfer of control over a licensee. In certain instances, the FCC conditions
the assignment of a license or transfer of control over a licensee upon meeting
certain loading requirements. For its licensed systems, the Company believes
that it is in compliance with all applicable FCC rules, including any loading
requirements.
SYSTEM CONSTRUCTION. Licensees in the 450-512 MHz, 800 MHz and 900 MHz
bands are subject to certain deadlines for completing construction and
commencing operation. If the licensee does not meet these deadlines and does
not obtain an extension from the FCC, the license is subject to cancellation or
modification. The Company continually monitors its compliance with FCC
requirements for its licenses. This ongoing review assists the Company in
ensuring that it completes construction within the FCC's deadlines.
CHANNEL LOADING REQUIREMENTS. Presently, the FCC does not require that
a 450-470 MHz band PMRS system operator load a system with a specified number
of radio units within a prescribed time frame. However, the 470-490 MHz T-Band
is subject to loading requirements. Loading requirements also apply to 800 MHz
and 900 MHz band SMR licensees. If a licensee does not meet loading levels,
the FCC may take back channels or cancel the license. A licensee that loses
channels cannot reapply for any channels at that location for six months. As
discussed above under "System Construction," the Company continually monitors
its compliance with general FCC requirements, including loading requirements.
SYSTEM OPERATION. Licensees in the 450-512 MHz, 800 MHz and 900 MHz
bands are subject to certain technical and other operating requirements. If a
licensee does not comply with these requirements, the FCC may impose a fine or,
if the violations are substantial, the FCC may revoke its license. For its
licensed systems, the Company continually monitors its operations and believes
that it is in material compliance with the FCC's requirements.
INTERCONNECTION WITH PUBLIC SWITCHED NETWORK. Under the Communications
Act, wireless communications operators can provide their customers with mobile
radio services interconnected to the PSN. Because these operators have access
to the local telephone carrier, subscribers communicate with non-subscribers.
If the operator provides such interconnection to the PSN, the FCC likely will
regulate the operator as a CMRS provider.
REGULATORY DEVELOPMENTS. The FCC is considering the following
regulatory changes that may affect the Company's businesses. However, it is
uncertain at this time what impact, if any, these changes could have on the
Company's operations.
Refarming Proceeding. In its "refarming" proceeding, the FCC
recently adopted rules to relieve congestion in the land mobile bands below 800
MHz. These new rules became effective August 1, 1996. The rules (i) increase
the number of channels available on an exclusive basis by requiring conversion
to narrowband technologies; (ii) provide a phased-in 10-year transition for
operators and manufacturers to comply fully with the new requirements; (iii)
permit narrowband licensees to aggregate channels so they can provide service
on a wide area basis; and (iv) protect existing operators from harmful
interference.
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In addition, as part of the "refarming" proceeding, the FCC proposed
additional rules that, if adopted, could result in further regulatory
consolidation, imposition of user fees or implementation of license auctions.
These new proposed rules could make it easier for the Company to expand its
footprint and scope of operations. In particular, if the FCC holds auctions in
the 450-512 MHz band, the Company, as an established provider of services in
this band, may be able to secure exclusive license status in some of its
markets. However, there can be no assurance that the proposed rules will be
adopted, that the Company would be able to secure exclusive licenses if they
were made available, that the Company will be able to expand its footprint or
that the Company would be successful in any FCC auction. In addition, the
"refarming" proceeding has been controversial and could take several years to
complete. Thus, the impact this proposal may have on the Company's operations
is uncertain.
Regulatory Reclassification. Under the Omnibus Budget
Reconciliation Act of 1993, the Communications Act was amended to establish two
new regulatory categories that involve certain Company businesses. Instead of
distinguishing between private carriers and common carriers, the FCC now must
distinguish between PMRS providers and CMRS providers. In general, CMRS
providers will be subject to regulatory requirements comparable to the
requirements for common carriers and PMRS providers will be subject to
regulatory requirements comparable to the requirements for private carriers.
The FCC has classified all private carrier licensees within the 450-512 MHz
refarming bands, except Business Radio Service licensees, as PMRS providers.
One of the criteria for determining if a carrier is subject to CMRS regulation,
however, is if it provides interconnection to the PSN. The Company is
currently classified as a PMRS provider and is generally free from the uniform
rules applicable to CMRS providers. If the Company decided to upgrade its
services and provide interconnection to the PSN, it likely then would be
classified as a CMRS provider. The interconnection to PSN, if deemed
appropriate in the Company's business strategy, could provide another source of
revenue.
SMR. The FCC has ruled that 800 MHz band SMR systems, to the
extent possible, should be licensed on a wide-area basis and should be subject
to auctions. Similar licensing requirements have been imposed upon 900 MHz
band SMR licensees. In addition, certain limits on aggregate spectrum held by
CMRS licensees, including SMR operators, have been imposed. As a result of
these changes, the Company believes that its licensed 800 MHz band systems may
be attractive to prospective purchasers. The Company plans to sell these
systems, upon FCC consent, without affecting its core business in the 450-512
MHz band segment.
New Allocations. The FCC has proposals pending from time to time
seeking the allocation of additional spectrum for wireless communications
services. The Company cannot predict whether or when any such allocation might
be made or the extent to which any future allocation of additional spectrum
would affect the Company's existing operations or its opportunity to expand.
State Regulation. State and local governments may exercise their
traditional regulatory powers (e.g., health, safety, consumer protection and
zoning regulation) over wireless communications systems. The Communications
Act, however, specifically preempts state and local government regulation of
CMRS and PMRS provider rate offerings and market entry.
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<PAGE> 27
Regulation of Radio Towers. The FCC and the Federal Aviation
Administration regulate radio towers with respect to geographic location,
height, construction standards and tower maintenance. Failure to maintain
radio towers in compliance with regulations can result in penalties to the
tower owner or operator. Compliance with lighting and painting requirements is
particularly important. The Company believes each tower it uses is in material
compliance with applicable regulations. The Company maintains liability
insurance to protect it from third party claims relating to non-compliance with
tower regulations.
OPERATIONS
The Company performs billing, maintenance of subscriber records, FCC
licensing activities and equipment leasing at its Woodlands, Texas
headquarters. A separate department is responsible for all FCC licensing
activities, including subscriber load reporting. An independent service
company provides 24-hour customer service for the Company.
The Company's operations are divided into business regions, each with a
business manager. The primary responsibility of the business manager is to
recruit local dealers to become agents for the Company. The agent's
responsibility is to load the Company's infrastructure with subscriber units.
Each agent shares in the gross revenue he brings to the Company. Each business
manager is also responsible for eliminating unprofitable CRs, adding new CRs in
areas where loading is heavy and expanding the Company's service territory.
EMPLOYEES
The Company currently employs 28 people of whom 27 are employed on a
full-time basis. None of the Company's employees belongs to a union.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The discussion in this Registration Statement contains forward-looking
statements that involve risks and uncertainties. The Company's actual results
could differ materially from those discussed herein. Factors that could cause
or contribute to such differences include, but are not limited to, the factors
set forth below, those discussed in "Description of Business," "Risk Factors,"
and elsewhere in this Registration Statement. Specifically, there can be no
assurance that the Company will be able to become profitable, compete
effectively, sell its 800 MHz band systems at a profit, increase its
utilization on its 450-512 MHz band systems, retain its key personnel or take
any or all of the other actions in this Registration Statement. These factors
should be considered carefully in evaluating the Company and its business
before purchasing the securities registered hereby.
The following is a discussion of the financial condition and results of
Company operations for the nine-month periods ended September 30, 1996 and
1995, and the year ended December 1995, including certain factors the Company
believes are likely to affect its financial condition. The Company has not
presented comparative information for the year ended December 31, 1995,
20
<PAGE> 28
to the year ended December 31, 1994, since the Company only began operations in
September 1994 and the data are not comparable. The following should be read in
conjunction with the Company's financial statements and the notes thereto
appearing elsewhere in this document. The Company believes that such
consolidated financial statements are not indicative of its future operation
and financial performance because they do not reflect the Company's business
strategy entailing the implementation of trunking technology for the 450-512
MHz band CRs, the consolidation or sale of less profitable installations, the
increased loading of repeaters which are presently 45% utilized, and finally,
the sale of non-strategic 800 MHz band systems. Also, the Company's operations
are expected to include the sale of subscriber units on a lease purchase plan
beginning January 1997. However, there can be no assurance that the Company
will be able to implement all or any part of its business strategy.
OVERVIEW
The Company's revenues consist of air time billing, wireless equipment
sales and rentals and dispatch system sales. Air time accounted for the
majority of revenues in each of the nine-month periods ended September 30, 1996
and 1995, and the year ended December 31, 1995.
Air time revenues consist of fixed monthly charges which increase in
direct proportion to the number of subscriber units. Antenna site rental, the
Company's largest operating expense, is fixed for each tower lease for the term
of the lease. Accordingly, any increase in air time revenues results in a high
incremental contribution to operating income. Equipment revenues were
generated by the in-house sales department's sale of wireless equipment. In
August 1996, the Company discontinued the direct sales approach and sold its
service department. The sale of the service department resulted in a loss to
the Company of $83,000. In the future, revenues from equipment sales will be
generated by a Call Center in Scottsbluff, Nebraska, with which the Company
contracts to perform sales services. Equipment rentals are derived from
short-term (less than one year) contracts, while equipment leases represent
financing contracts with multi-year duration.
GROWTH TREND
In early 1996, with appropriate FCC approvals, the Company began
trunking its 450-512 MHz band systems in Houston, Dallas, San Francisco and
Chicago. During the next several years, the Company plans to expand this
process to Phoenix/Tucson, St. Louis, Cleveland, Cincinnati, Dayton, Toledo,
Columbus, New Orleans, Wichita, Fort Smith and Little Rock by upgrading the CR
to a trunking format to increase the loading capacity by approximately 50%. As
a result of the trunking technology, which increases subscriber unit capacity,
the Company hopes to significantly increase air time revenue. However, there
can be no assurance that the Company will be able to expand its trunking
activities in a timely manner or actually significantly increase its load.
The Company has substantially increased the scope of its CR dispatch
operations. Since January 1995, the FCC has granted the Company 78 exclusive
licenses in the 470-512 MHz band and 50 exclusive licenses in the 800 MHz band.
Additionally, with FCC consent, the Company
21
<PAGE> 29
has acquired 307 licenses in the 450-512 MHz band and 49 licenses in the 800
MHz band, all of which are co-channeled with other users. The Company will
endeavor to gain FCC approval for its exclusive control of these licensed
systems. However, there can be no assurance that the Company will receive the
required FCC approval.
During 1996, the Company executed contracts to sell some of the 800 MHz
band systems. To date, three of the transactions have closed after obtaining
FCC consent, with an additional contract to close with FCC consent during the
fourth quarter of 1996. The Company believes that the remaining contract
should close during the first quarter of 1997. The Company expects gross
proceeds from these transactions to exceed $4 million. Assuming the
transactions all close, the Company plans to use $3.5 million of the net
proceeds from these transactions to retire long-term debt and the remainder to
purchase additional dispatch systems. There can be no assurance, however, that
these transactions will close or that the proceeds will equal the amount
anticipated.
NINE MONTHS ENDED SEPTEMBER 30, 1996, COMPARED TO NINE MONTHS ENDED SEPTEMBER
30, 1995
In the first nine months of 1996, the Company continued to consolidate
its CRs by locating operations on fewer towers and terminating service from
unprofitable sites. Through this process the Company has terminated operations
on 58 unprofitable repeaters and sold 21 others. The Company plans to complete
this process during 1997, although there can be no assurance that it will be
able to do so. The Company continued to build its spectrum inventory by
contracting to acquire 22 channels. The Company has begun trunking of its
450-512 MHz band channels in Houston, Dallas, San Francisco and Chicago. The
Company plans to begin construction of 450-512 MHz band systems in Phoenix and
Tucson in early 1997, although there can be no assurance that it will be able
to do so.
In August 1996, the Company decided to withdraw from direct sales and
from service operations. Accordingly, the service division was sold in August
1996 and the direct sales staff was placed with other sales and service
organizations. The Company plans to focus on development of its dealer network
and the Call Center in Nebraska to load its infrastructure.
Total revenues for the first nine months of 1996 increased 25% from $4.4
million for the period ended September 30, 1995 to $5.5 million for the period
ended September 30, 1996. Equipment sales increased $707,000 from $250,000 for
the period ended September 30, 1995 to $957,000 for the period ended September
30, 1996. Radio rentals increased $143,000 from $94,000 for the period ended
September 30, 1995 to $237,000 for the period ended September 30, 1996.
Revenues from service were $234,000 in 1996 with no revenues for this category
in 1995. The first nine months of 1996 also reflect $50,000 in spectrum sales,
whereas the Company had no such sales in the first nine months of 1995.
Costs of sales were $4.1 million for the period ended September 30, 1996
compared with $3.3 million for 1995. Network Service costs decreased $286,000
from the period ended September 30, 1995 to the period ended September 30, 1996
to $2.8 million due primarily to
22
<PAGE> 30
reduced antenna site rent. The Company renegotiated most of its multiple site
contracts to obtain more favorable rentals. Radio rental expenses increased
from the period ended September 30, 1995 to the period ended September 30, 1996
from $32,000 to $37,000 and the cost of equipment sales increased for the same
periods from $610,000 to $792,000. Service costs were $442,000 in 1996, and
there were no service expenses in 1995.
Depreciation and amortization expense increased 16% from approximately
$503,000 to $583,000 for the period ended September 30, 1996 compared to the
same period in 1995 due to increased capital assets.
General and administrative expenses increased $585,000 to $1.8 million
from the period ended September 30, 1995 to the period ended September 30,
1996. The 49% increase resulted from discontinuation in August 1996 of the
Company's sales and service division ($185,000); establishing regional offices
in Phoenix, Arizona, Chicago and Nebraska ($180,000); network services
($139,000); and personnel additions in the Corporate division ($90,000).
The Company incurred a loss on the sale of its service-related division
in 1996 in the amount of $83,000. For the period ended September 30, 1996, the
Company's gain on the removal and sale of repeaters was $7,000 greater than in
the comparable 1995 period, due to additional repeater removals and sales.
Interest expense in 1996 was $17,000 less for the period ended September 30,
1996 due to the reduction of principal on the note payable to Champion
Communications Company in an exchange for stock in November 1995.
LIQUIDITY AND CAPITAL RESOURCES
As of September 30, 1996, the Company had cash and cash equivalents of
approximately $851,000.
The working capital of the Company was a negative $491,000 as of
September 30, 1996. The Company bills in advance for its services on a
quarterly, semiannual or annual basis and the Company's largest customer
billing is on November 1. Cash flows from operating activities were
approximately $1.466 million for the period September 29, 1994 (date of
inception) through December 31, 1994 and a negative $436,000 for twelve months
ended December 31, 1995.
The Company's negative working capital balance and negative cash flows
have occurred as a result of the start-up of various divisions in connection
with the operation of the assets acquired from Motorola under the Motorola
Agreements. In addition, the Company has used funds for the acquisition of
licensed systems that complement the CRs the Company acquired under the
Motorola Agreements. The Company raised $1.9 million in its public offering in
Canada of Common Stock and warrants to acquire Common Stock, which was
completed in September 1996. The Company anticipates that it will generate
additional funds from the sale of 16 800 MHz band systems, exercise of the
Common Share Purchase Warrants issued in the 1996 public offering and
additional issuances of equity. There can be no assurance, however, that the
Company will be able to raise additional funds in this way. Failure to do so
would have a material adverse effect on the Company's cash flow and available
working capital. The Company
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<PAGE> 31
has granted Britwirth Investment Company, Ltd. a right of first refusal with
respect to acting as underwriter in any offerings by the Company of Common
Stock or other equity securities prior to March 31, 1997.
During 1994, capital expenditures of approximately $5.4 million were
made on communication and related equipment and capital expenditures of $76,000
were made on office equipment. These expenditures were funded by $1.8 million
of equity and an advance from a stockholder of approximately $3.2 million. For
the twelve months ended December 31, 1995, $670,000 was spent on communications
and related equipment and $263,000 on office equipment.
For the nine months ended September 30, 1996, expenses for
communications and related equipment increased $435,000 and office equipment
expenses increased by $65,000. The Company financed its operations for the
nine month period ended September 30, 1996 with borrowings from commercial
financing institutions, the remaining private placement funds of approximately
$205,000 and proceeds of the Company's initial public offering in Canada. As
of September 30, 1996, the Company owed $366,092 to three commercial lenders
with varying repayment terms.
ITEM 3. DESCRIPTION OF PROPERTY
The Company leases 5,550 square feet of office space in The Woodlands,
Texas, a suburb of Houston, Texas, where its principal offices are located.
The Company owns one tower and leases its remaining tower sites. Other
than its lease on the Sears Tower in Chicago, Illinois, no one lease is
material to the business of the Company. The leases are generally for terms of
one year, although the lease on the Sears Tower is for a three-year term.
ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership of the Common Stock as of November 1, 1996, by (i) each
director of the Company; (ii) each Named Executive Officer (as hereinafter
defined); (iii) each person known to be a beneficial owner of 5% or more of the
Common Stock, and (iv) all directors and executive officers as a group. Unless
otherwise indicated, each person has sole voting and dispositive power with
respect to the shares.
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<PAGE> 32
<TABLE>
<CAPTION>
Name of Percent
Beneficial Owner Number of Shares Beneficially Owned
-------------------------------- ---------------- ------------------
<S> <C> <C>
Albert F. Richmond 1,720,000(1) 28.18%
1610 Woodstead Ct., Suite 330
The Woodlands, Texas 77380
David A. Terman 1,892,000(2) 31.00%
1610 Woodstead Ct., Suite 330
The Woodlands, Texas 77380
Kenneth E. Notter 150,000(3) 2.46%
Mary F. Garner 30,000(4) *
Pamela R. Cooper 12,700(5) *
Peter F. Dicks 160,000(6) 2.62%
Randel R. Young 22,813(7) *
All executive officers and 3,987,513 65.12%
directors as a group
</TABLE>
- - ----------------------
*Less than 1%
(1) Shares held by Albert F. Richmond and his wife, Linda L. Richmond, as
joint tenants with right of survivorship.
(2) Includes 1,272,000 shares held by a Marital Trust of which David A. Terman
is trustee, and 620,000 shares held by a Marital Trust of which David Terman's
wife, Maura B. Terman, is trustee. Mr. and Mrs. Terman each disclaim
beneficial ownership of shares held by them as trustee.
(3) Includes 34,000 shares held by Kenneth E. Notter and his wife, Lisa L.
Notter, as joint tenants with the right of survivorship, and 116,000 shares
held by Smith Barney, as Custodian of IRA. Does not include options to acquire
15,000 shares granted on February 1, 1996, as such options are not exercisable
until February 1, 1998.
(4) Shares held by Mary F. Garner and her husband, James M. Dobson, III, as
joint tenants with the right of survivorship. Does not include options to
acquire 10,000 shares granted on February 1, 1996, as such options are not
exercisable until February 1, 1998.
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<PAGE> 33
(5) Includes 4,700 shares held by Smith Barney, as Custodian of IRA. Does not
include options to acquire 10,000 shares granted on February 1, 1996, as such
options are not exercisable until February 1, 1998.
(6) Includes options to acquire 10,000 shares of Common Stock exercisable
within 60 days.
(7) Includes 5,491 shares held by Randel R. Young, Trustee for Brian C. Young
Trust; 7,322 shares held by Randel R. Young, Trustee for Shannon E. Young
Trust; and options to acquire 10,000 shares of Common Stock exercisable within
60 days. Mr. Young disclaims beneficial ownership of the shares held in trust.
ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The directors and executive officers of the Company and their respective
ages and positions are as follows:
<TABLE>
<CAPTION>
Principal
Occupation If
Different From
Name Age Position Position Held
-------------------------- ------- ------------------------- ----------------------
<S> <C> <C> <C>
Albert F. Richmond 55 Chairman of the Board and N/A
Spring, Texas Chief Executive Officer
David A. Terman 53 President N/A
The Woodlands, Texas Director
Kenneth E. Notter 38 Executive Vice President N/A
Spring, Texas
Mary F. Garner 42 Secretary N/A
The Woodlands, Texas
Pamela R. Cooper 44 Chief Financial Officer, N/A
Spring, Texas Treasurer and Controller
Peter F. Dicks(1)(2) 54 Director Investments
London, England
Randel R. Young(1)(2) 40 Director Attorney
Houston, Texas
</TABLE>
- - ---------------------------
(1) Member of Audit Committee
(2) Member of Compensation Committee
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<PAGE> 34
ALBERT F. RICHMOND has served as Chairman of the Board, Chief Executive
Officer and a director of the Company since September 29, 1994. From May 1986
to February 1996, he was Chairman of the Board of Olympic Natural Gas Company,
and from 1981 to 1986, he served as Chief Financial Officer and a director of
American Oil and Gas Corporation. Mr. Richmond is also a director of Standco
Industries, Inc., a privately held manufacturer of oil field equipment based in
Houston, Texas. Mr. Richmond received a Bachelor of Business Administration
degree from Texas Christian University in 1965.
DAVID A. TERMAN has been President of the Company since November 1, 1994
and a director since September 29, 1994. Mr. Terman was employed by Motorola
from 1970 to 1994 where he held several management positions, including
positions in direct sales, indirect distribution and network services
operations, all of which are directly related to the wireless radio
communications industry. Mr. Terman received his Bachelor of Science degree in
Aviation Management from Auburn University in 1968.
KENNETH E. NOTTER, JR. has served as Executive Vice President of the
Company since January 7, 1995. Before joining the Company, Mr. Notter was
employed by Motorola, where he served as an area operations manager from
January 1994 to January 1995 and a trade area manager from April 1991 to
January 1994. Mr. Notter received a Bachelor of Business Administration degree
from Stephen F. Austin State University in 1981.
MARY F. GARNER has served as Corporate Secretary of the Company since
September 29, 1994, and has been human resources manager of the Company since
August 1995. From January 1990 to February 1996, she was Corporate Secretary
of Olympic Natural Gas Company, and also served as Office Manager of Olympic
Natural Gas Company from June 1986 to July 1995.
PAMELA R. COOPER has been Treasurer and Controller of the Company since
April 1, 1995, and Chief Financial Officer since March 1996. From 1988 to
1995, she was the owner of PRC Consulting, an accounting firm in Dallas, Texas.
Ms. Cooper graduated from Southern Methodist University in 1974 with a Bachelor
of Business Administration degree.
PETER F. DICKS has been a director of the Company since October 24,
1994. He has also served as a director of Standard Microsystems Corporation, a
publicly-traded company, since June 1992. Mr. Dicks serves as director for
several companies in the United Kingdom, including Second Consolidated Trust,
The East German Investment Trust PLC, The Hoare Govett Smaller Companies
Investment Trust PLC, Action Computer Supplies Holdings PLC, The Hoare Govett
1000 Index Investment Trust PLC, Save & Prosper Linked Investment Trust PLC,
The Personal Number Company PLC and Second London American Growth Trust PLC,
all of which are publicly traded companies. From 1973 to 1991, he was a
founder and director of Abingworth Management Holdings, Ltd., a company that
provided venture capital investment management services.
RANDEL R. YOUNG has been a director since May 7, 1996. Mr. Young
currently serves as senior legal counsel for an NYSE energy company, based in
Houston, Texas. From April 1991 to October 1993, Mr. Young was an attorney in
his own Houston law firm. From October 1993
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<PAGE> 35
to December 1995, he was a partner with the New York-based law firm of Haight
Gardner Poor & Havens, resident in its Houston office. From December 1995 to
April 1996, he was a partner with the law firm of Gardere & Wynne, L.L.P.,
resident in its Houston office. Mr. Young received his Bachelor of Arts
degree, with highest honors, from the University of Houston in 1977. Mr. Young
received his law degree, with honors, from the University of Houston Law Center
in 1980.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board of Directors has established standing Audit and Compensation
Committees. The Audit Committee will annually recommend to the Board the
appointment of independent certified accountants as auditors for the Company,
discuss and review the scope of and fees for the prospective annual audit and
review the results with the auditors, review the Company's compliance with its
existing accounting and financial policies, review the adequacy of the
financial organization of the Company and consider comments by the auditors
regarding internal controls and accounting procedures and management's response
to those comments. The Audit Committee currently is comprised of Messrs. Dicks
and Young.
The Compensation Committee reviews and makes recommendations to the
Board regarding salaries, compensation and benefits of executive officers and
employees of the Company and administers the Company's 1996 Incentive Plan.
The Compensation Committee currently is comprised of Messrs. Dicks and Young.
ITEM 6. EXECUTIVE COMPENSATION
The following tables sets forth certain information with respect to the
compensation paid to the Company's Chief Executive Officer and each other
executive officer who received compensation in excess of $100,000 for the year
ending December 31, 1995 (collectively, the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Long Term
Compensation Compensation
------------ ------------
Fiscal Year Securities
Name and Principal Ended Salary Underlying Options/
Position Dec. 31 ($) SARs(#)
- - ---------------------------------- ------- ----------- -----------
<S> <C> <C> <C>
Albert F. Richmond, 1995 $ 52,083(1) --
Chairman of the Board and Chief
Executive Officer
David A. Terman, 1995 $ 125,000 --
President and Director
Kenneth E. Notter, 1995 $ 110,000 15,000
Executive Vice President
</TABLE>
28
<PAGE> 36
- - -------------------------
(1)Mr. Richmond began receiving a salary from the Company in August 1995. His
annual salary is $125,000.
A total of 500,000 shares of the Company's Common Stock have been
reserved for issuance under the Company's 1996 Incentive Plan (the "1996 Plan")
which was adopted in February 1996. At November 15, 1996, options to acquire
194,000 shares of Common Stock had been granted under the 1996 Plan, of which
51,000 have expired because of employee termination, and all remaining options
issuable thereunder were available for future grant.
The 1996 Plan provides for the grant to employees, including officers of
the Company, of "incentive stock options" within the meaning of Section 422 of
the Internal Revenue Code of 1986, as amended (the "Code"), nonstatutory stock
options, stock appreciation rights and restricted shares of Common Stock
(collectively, "Awards"). In addition, non-employee directors ("Outside
Directors") and consultants are eligible to receive nonstatutory stock options.
The 1996 Plan is currently administered by the Compensation Committee of
the Board of Directors. Subject to special provisions relating to Outside
Directors, the Compensation Committee selects the employees to which Awards may
be granted and the type of Award to be granted and determines, as applicable,
the number of shares to be subject to each Award, the exercise price and the
vesting. In making such determination, the Compensation Committee takes into
account the employees' present and potential contributions to the success of
the Company and other relevant factors.
The exercise price of all incentive stock options granted under the 1996
Plan must be at least equal to the fair market value of the shares of Common
Stock on the date of grant. With respect to any participant who owns stock
representing more than 10% of the voting rights of the Company's outstanding
capital stock, the exercise price of any incentive stock option granted under
the 1996 Plan must equal at least 110% of the fair market value of the shares
of Common Stock subject to such option on the date of grant, and the term of
the option must not exceed five years. To the extent that the aggregate fair
market value of the shares with respect to which options designated as
"incentive stock options" are exercisable for the first time by any optionee
during any calendar year exceeds $100,000, such options will be reclassified in
accordance with the Code. The 1996 Plan is not a qualified deferred
compensation plan under Section 401(a) of the Code and is not subject to the
provisions of the Employee Retirement Income Security Act of 1974, as amended.
Options granted under the 1996 Plan vest pursuant to terms determined by the
Board of Directors or its designated committee. The terms of all incentive
stock options and nonstatutory stock options granted under the 1996 Plan may
not exceed ten years. However, the terms of all incentive stock options
granted to an optionee who, at the time of grant, owns stock representing more
than 10% of the voting rights of the Company's outstanding capital stock may
not exceed five years.
Under the 1996 Plan, options are automatically granted to current and
future Outside Directors of the Company. Each person who was an Outside
Director of the Company on
29
<PAGE> 37
February 1, 1996, the effective date of the 1996 Plan ("Current Directors"),
received an option to purchase 10,000 shares of Common Stock of the Company at
a purchase price of $2.00 per share, the fair market value of the Common Stock
on that date. Such options vested immediately on the date of their grant, are
exercisable for 10 years and may be exercised at any time during the option
term.
Under the 1996 Plan, individuals who are not directors, but subsequently
become Outside Directors of the Company after the adoption of the 1996 Plan (a
"Future Director"), will automatically receive an option to purchase 10,000
shares of Common Stock of the Company at a purchase price equal to the fair
market value of the stock at the date of grant. Such shares vest immediately
and are exercisable for a period of ten years. Once the Company becomes a
reporting company under the Securities Exchange Act of 1934, each Outside
Director will receive an annual grant of options to acquire 1,500 shares of
Common Stock at the fair market value of the Common Stock on the date of the
grant, vested immediately upon grant, and exercisable at any time during the
10-year term of the option.
Under the 1996 Plan, restricted shares of Common Stock ("Restricted
Stock") may be granted to employees pursuant to terms determined by the Board
of Directors or its designated committee. Restricted Stock may not be
transferred until the restrictions are removed or have expired. Conditions to
the removal of restrictions may include, but are not required to be limited to,
continuing employment or service to the Company or the achievement of certain
performance objectives.
Stock appreciation rights ("SARs") may be granted to employees, either
independent of, or in connection with, options. SARs granted in connection
with an option are subject to the terms of the Award agreement granting the
option. Upon exercise of SARs granted in connection with an option, the
holder shall receive payment (in cash, Common Stock or a combination of both at
the discretion of the Board of Directors or its designated committee) in an
amount equal to the product of (i) the fair market value of a share of Common
Stock on the date of exercise minus the exercise price per share of the option,
multiplied by (ii) the number of shares of Common Stock as to which the SAR is
being exercised. SARs granted independent of an option are exercisable in the
manner, and pursuant to the terms, determined by the Board of Directors or its
designated committee. Terms to be determined by the Board of Directors or its
designated committee include the number of shares to which the SAR applies, the
vesting schedule for the exercise of such right and the expiration date of the
right. Upon exercise of an SAR, the holder shall receive payment (in cash,
Common Stock or a combination of both at the discretion of the Board of
Directors or its designated committee) in an amount equal to the product of (i)
the fair market value of a share of Common Stock as of the date of exercise,
minus the fair market value of a share of Common Stock as of the date the SAR
was granted, multiplied by (ii) the number of shares as to which the SAR is
being exercised. The exercise of SARs granted in connection with options
requires the holder to surrender the related option (or any portion thereof, to
the extent unexercised). No SAR granted under the 1996 Plan is transferable by
the employee other than by will or by the laws of descent and distribution, and
each SAR is exercisable during the lifetime of the employee only by such
employee.
30
<PAGE> 38
Under the 1996 Plan, if any change is made in the Company's
capitalization, such as a stock split or stock dividend, which results in a
greater or lesser number of shares of outstanding Common Stock, appropriate
adjustment shall be made in the exercise price and the number of shares subject
to options, Restricted Stock Awards and SARs.
Award agreements under the 1996 Plan may, as determined by the Board of
Directors or its designated committee, provide that, in the event of a "change
in control" of the Company, (i) the holder of a stock option will be granted a
corresponding SAR, (ii) all outstanding SARs and stock options will become
immediately and fully vested and exercisable in full and (iii) the restriction
period on any Restricted Stock will be accelerated and the restrictions will
expire. In general, a "change in control" of the Company occurs in any of five
situations: (i) a person other than (a) the Company, (b) certain affiliated
companies or benefit plans, or (c) a company a majority of which is owned
directly or indirectly by the stockholders of the Company, becomes the
beneficial owner of 50% or more of the voting power of the Company's
outstanding voting securities; (ii) a majority of the Board of Directors is not
comprised of the members of the Board of Directors at the effective date of the
1996 Plan and persons whose elections as directors were approved by those
original directors or their approved successors; (iii) a person described in
clause (i) announces a tender offer for 50% or more of the Company's
outstanding voting securities and the Board of Directors approves or does not
oppose the tender offer; (iv) the Company merges or consolidates, other than
mergers or consolidations in which the Company's voting securities are
converted into securities having the majority of voting power in the surviving
company; or (v) the Company liquidates or sells all or substantially all of its
assets, or the Company's stockholders approve such a liquidation or sale,
except sales to corporations having substantially the same ownership as the
Company.
If a "restructuring" of the Company occurs that does not constitute a
change in control of the Company, the Board of Directors or the committee
administering the 1996 Plan may (but need not) cause the Company to take any
one or more of the following actions: (i) accelerate in whole or in part the
time of vesting and exercisability of any outstanding stock options and SARs to
permit those stock options and SARs to be exercisable before, upon or after the
completion of the restructure; (ii) grant each option holder corresponding
SARs; (iii) accelerate in whole or in part the expiration of some or all of the
restrictions on any Restricted Stock; (iv) if the restructuring involves a
transaction in which the Company is not the surviving entity, cause the
surviving entity to assume in whole or in part any one or more of the
outstanding Awards upon such terms and provisions as the Board of Directors or
its designated committee deems desirable; or (v) redeem in whole or in part any
one or more of the outstanding Awards (whether or not then exercisable) in
consideration of a cash payment, adjusted for withholding obligations. A
restructuring generally is a merger of the Company or the direct or indirect
transfer of all or substantially all of the Company's assets (whether by sale,
merger, consolidation, liquidation or otherwise) in one transaction or a series
of transactions.
401(K) PLAN
In January 1996, the Company adopted a 401(k) Plan (the "401(k) Plan")
under which all employees of the Company who have completed three months of
service are eligible to participate.
31
<PAGE> 39
Participants may elect to defer the receipt of up to 15% of their annual
compensation (up to a maximum dollar amount established in accordance with
Section 401(k) of the Internal Revenue Code) and have such deferred amounts
contributed to the 401(k) Plan. The Company may, in its discretion, make
matching contributions to the extent it deems appropriate. The Board of
Directors has not made a decision regarding matching contributions for the
fiscal year ending December 31, 1996. The Company's matching contributions
vest over a four-year period beginning when an employee has completed two years
of service.
OUTSTANDING OPTIONS
As of November 15, 1996, the Company had granted options to purchase
194,000 shares of its Common Stock under its 1996 Plan. Of these, options to
purchase 51,000 shares expired when employees' employment with the Company
terminated.
Incentive stock options granted to officers and employee directors are
exercisable at $2.00 per share and vest over a five-year period beginning
February 1, 1998. These options expire 10 years after the date they are
granted or 90 days following termination of the optionee's employment with the
Company.
The Company has issued 20,000 non-qualified options to Outside
Directors. The options vest immediately, are exercisable at $2.00 per share
and expire 10 years after the date of grant.
COMPENSATION OF DIRECTORS
Through June 20, 1996, Outside Directors received $750 per meeting. On
June 20, 1996, the Board increased this fee to $1,000. The Company also pays
directors $500 for each committee meeting that they attend.
Under the 1996 Plan, Peter F. Dicks, on February 1, 1996, and Randel R.
Young, on May 7, 1996, as Outside Directors, each received an option to
purchase 10,000 shares of the Company's Common Stock at $2.00 per share, the
fair market value of the Common Stock on the dates the Company issued these
options. Such options vested immediately, are exercisable for 10 years, and
may be exercised at any time during the option term.
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
At the Company's inception, the Company issued 1,800,000 shares of
Common Stock to each of Albert F. Richmond and David A. Terman for $.50 per
share. This amount was paid through reduction of indebtedness on loans from
Champion Communications Company, a company wholly owned by Mr. Richmond, to the
Company. Mr. Richmond is the Company's Chairman of the Board and Chief
Executive Officer and Mr. Terman is the Company's President. Mr. Richmond
acquired an additional 200,000 shares of Common Stock for $1.35 per share in
December 1995. Also, in December 1995, David A. Terman, as trustee of a
marital trust, his wife, Maura B. Terman, as trustee of a marital trust, and
Elisa and Eileen Terman, the daughters
32
<PAGE> 40
of David Terman, acquired 72,000, 100,000, 14,000 and 14,000 shares of Common
Stock, respectively, all at $1.35 per share, as more fully discussed below.
In October 1994, the Company issued 150,000 shares of Common Stock to
Peter Dicks, one of the directors of the Company, for $.50 per share. Also in
October 1994, the Company issued 34,000 shares of Common Stock to Kenneth E.
Notter, the Executive Vice President of the Company, and his wife, Lisa L.
Notter, and 116,000 shares of Common Stock to Mr. Notter's IRA, in each case
for $.50 per share.
On January 2, 1995, the Company documented past advances from Champion
Communications Company made to the Company in 1994 for the acquisition of base
stations and related customers by executing and delivering a note in the amount
of $3,177,505, and granting a security interest in 1,499 community repeaters
secured by a security agreement. On November 15, 1995, $377,925 of the amount
payable and $162,075 of accrued interest payable was converted into 400,000
shares of Common Stock at $1.35 per share, which shares were issued on December
15, 1995 to Mr. Richmond and his wife, Linda L. Richmond, David A. Terman and
his wife, Maura B. Terman, as trustees of marital trusts, and Elisa and Eileen
Terman, the daughters of David Terman. On November 15, 1995, the Company
executed a promissory note to Champion Communications Company for the remaining
balance of $2,799,581.26 (which amount remains outstanding), payable in 20
quarterly installments commencing June 30, 1996. An endorsement to the
promissory note signed on August 15, 1996 extends the maturity date to
September 30, 2001. The Company also executed a security agreement on November
15, 1995, granting Champion Communications Company a first lien security
interest in the Company's equipment, including its CRs, its insurance and
rights thereunder and any proceeds from the sale, lease or assignment of CR
spectrum or spectrum licenses. Pamela R. Cooper, Chief Financial Officer,
Controller and Treasurer of the Company, also serves as an officer of Champion
Communications Company.
In July 1995, Albert F. Richmond made a loan to the Company in the
amount of $50,000. The Company executed a promissory note to Mr. Richmond on
July 28, 1995, payable in full on August 28, 1995. In connection with this
loan, the Company executed a Security Agreement granting Mr. Richmond a
security interest in the Company's accounts receivable. On August 28, 1995,
Mr. Richmond advanced an additional $25,000 and the Company executed an
endorsement increasing the principal amount of the note to $75,000 and
extending the maturity date to October 28, 1995. In October 1995, Mr.
Richmond advanced an additional $35,000 and the Company executed a second
endorsement increasing the principal amount of the note to $110,000. This debt
was repaid in full in 1995.
Under a management agreement dated July 20, 1995 between the Company and
Champion Communications Company, the Company is currently operating a
five-channel 800 MHz trunking system licensed to Champion Communications
Company. Pursuant to this management agreement, Champion Communications
Company retains ultimate overall control over this licensed system. Champion
Communications Company granted the Company the option, until December 31, 1996,
to purchase the system for $100,000 upon receipt of FCC consent. The Company
plans to exercise this option, but there can be no assurance that it will be
exercised.
33
<PAGE> 41
On July 29, 1996, in connection with the Company's initial public
offering in Canada, Messrs. Richmond and Terman, the Company and Equity
Transfer Services, Inc. entered into an Escrow Agreement pursuant to which
Messrs. Richmond and Terman each placed 1,555,200 shares of Common Stock held
by them in escrow with Equity Transfer Services, Inc. The securities are to be
released from escrow as follows: 10% on April 30, 1997, 20% on each of July
31, 1997, July 31, 1998, and July 31, 1999; and 30% on July 31, 2000.
ITEM 8. DESCRIPTION OF SECURITIES
COMMON STOCK
The Company currently has 6,103,412 shares of Common Stock outstanding.
The Company's Certificate of Incorporation provides that the holders of Common
Stock are entitled to vote on all matters submitted to the stockholders for a
vote. A holder of Common Stock is entitled to one vote for each share of
Common Stock held. Holders of Common Stock are entitled to dividends as
declared by the Board of Directors, subject to the prior rights and preferences
of holders of Preferred Stock. In the event of liquidation, dissolution or
winding-up of the Company, after distribution of preferential amounts to
holders of any outstanding Preferred Stock, holders of Common Stock are
entitled to receive the remaining assets available for distribution to
stockholders ratably in proportion to the number of shares held. The holders
of Common Stock have no preemptive or conversion rights.
TRANSFER AGENT
The Company's transfer agents for its securities are Equity Transfer
Services, Inc. in Toronto, Canada, and ________________ in _____________,
__________.
PROVISIONS EFFECTING CONTROL
Several provisions of the Company's Certificate of Incorporation and
By-laws may have the effect of delaying, deferring or preventing a change in
control.
The Company's Certificate of Incorporation and By-laws contain certain
provisions that are intended to enhance the likelihood of continuity and
stability in the Company. The Board will have the authority, without further
action by the stockholders to issue up to 1,000,000 shares of the Company's
preferred stock in one or more series and to fix the rights, preferences,
privileges and restrictions thereof, and to issue authorized unissued shares of
Common Stock up to the maximum of 20,000,000 shares. The issuance of the
Company's preferred stock or additional shares of Common Stock could adversely
affect the voting power of the holders of Common Stock and could have the
effect of delaying, deferring or preventing a change in control of the Company.
The Company's Certificate of Incorporation contains certain provisions
permitted under the Delaware General Corporation Law relating to the liability
of directors. The provisions eliminate a director's liability for monetary
damages for a breach of fiduciary duty, except in certain circumstances
involving wrongful acts, such as a breach of the directors duty of loyalty or
acts or
34
<PAGE> 42
omissions which involve intentional misconduct or a knowing violation of law.
The Company's Certificate of Incorporation also contains provisions obligating
the Company to indemnify its directors and officers to the fullest extent
permitted by the Delaware General Corporation Law. The Company believes that
these provisions will assist the Company in attracting and retaining qualified
individuals to serve as directors.
As an FCC licensee, the Company is subject to certain requirements
before any change in its legal or operating control can be consummated. See
"Regulation - Licensing." The Company will comply with all such requirements
before any change of control occurs.
PART II
ITEM 1. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's Common Stock is currently traded on the Toronto CDN
Exchange. Trading of the shares began on October 4, 1996, and since that time,
the high sales price was CDN $4.20 and the low sales price was CDN $4.00. As
of November 18, 1996, the Company's Common Stock was held by 102 stockholders.
The Company has not declared or paid any dividends. The payment of
dividends in the future will depend on the Company's earnings, capital
requirements, operating and financial position and general business conditions.
The Company anticipates that earnings will be retained to finance future growth
and operations, including research and product development. As such,
management anticipates that no dividends will be paid on the Common Stock in
the foreseeable future.
ITEM 2. LEGAL PROCEEDINGS
From time to time, the Company is involved in various legal proceedings
arising in the ordinary course of business. To its knowledge, the Company is
not currently involved in any material legal proceedings and is not aware of
any legal proceeding threatened against it.
ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not Applicable.
ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES
Since the Company's organization, the Company has issued the following
securities in unregistered transactions:
35
<PAGE> 43
1. On September 29, 1994, the Company issued 1,500,000 shares of
Common Stock to each of Albert F. Richmond and David A. Terman, the founders of
the Company. In October 1994, the Company issued an additional 300,000 to each
of Mr. Richmond and Mr. Terman. These shares were issued in consideration of
reduction of indebtedness owed by the Company to Champion Communications
Company, a company wholly owned by Mr. Richmond, and to which Mr. Richmond and
Mr. Terman had made loans. The debt was reduced at the rate of $.50 per share.
These shares were issued in reliance on the exemption from registration
provided by Section 4(2) of the Securities Act of 1933, as amended (the
"Securities Act").
2. In October 1994, the Company accepted subscriptions for 658,000
shares of Common Stock to be sold to 16 of its employees, officers and
directors in a private placement at $.50 per share. These shares were issued
in reliance on the exemption from registration provided by Section 4(2) of the
Securities Act.
3. In November 1995, in connection with its Canadian initial public
offering, the Company issued warrants to acquire 600,000 shares of Common Stock
for $1.35 per warrant to three warrantholders. These securities were issued in
reliance on the exemption provided by Section 4(2) of the Securities Act. In
October 1996, the warrantholders exercised their warrants and, upon such
exercise, the Company issued 600,000 shares of Common Stock to the
warrantholders which stock was registered in the Company's initial public
offering in Canada. No additional cash was due on conversion of these
warrants. In connection with the sale of these warrants the Company paid
Britwirth Investment Company, Ltd. ("Britwirth") fees of $81,000 and granted
Britwirth options to purchase up to 60,000 shares of Common Stock at CDN $3.70
exercisable until September 25, 1999.
4. In December 1995, the Company issued 475,562 shares of Common
Stock to its shareholders, consultants and employees in a private placement, in
exchange for $1.35 per share. Of these shares, 75,562 were sold for cash and
400,000 were issued to Messrs. Richmond and Terman in exchange for cancellation
of indebtedness in the amount of $540,000. These securities were issued in
reliance on the exemption provided by Section 4(2) of the Securities Act.
5. On February 1, 1996, the Company issued options to purchase
181,000 shares of Common Stock to its employees and directors pursuant to the
Company's 1996 Plan. These options were issued in reliance on the exemptions
provided by Section 4(2) of the Securities Act and Rule 701 promulgated
thereunder.
6. On May 7, 1996, the Company issued an option to purchase 10,000
shares of Common Stock to Randel R. Young, a director of the Company, pursuant
to the 1996 Plan. This option was issued in reliance on the exemption provided
by Section 4(2) of the Securities Act and Rule 701 promulgated thereunder.
7. In September 1996, the Company conducted an initial public
offering in Canada through which it sold 619,350 shares of Common Stock and
619,350 Common Stock Purchase Warrants for an aggregate consideration of
$1,690,826. In July 1996, in connection with the Company's initial public
offering in Canada, the Company issued 50,000 Agents' Warrants to its
underwriters, entitling the agents to acquire options for 50,000 shares of
Common Stock at CDN $3.70 per share for eighteen months from the completion of
the initial public offering. Upon completion of the initial public offering, the
36
<PAGE> 44
Agents' Warrants were exchanged for Agents' Options. Each of these
transactions was exempt from registration as an offshore distribution of
securities.
8. In July 1996, the Company issued 150,500 shares of Common Stock
and warrants to acquire 150,500 shares of Common Stock to 41 investors for an
aggregate purchase price of $410,865. These shares were issued in reliance on
the exemption from registration provided by Rule 504 of Regulation D.
ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Certificate of Incorporation provides that, to the fullest
extent permitted under the Delaware General Corporation Law, the Company will
indemnify any officer or director who is, was, or is threatened to be made a
party to a proceeding because he or she (1) is or was a director or officer or
(2) while a director or officer, at the Company's request, was serving as a
director, officer, partner, venturer, proprietor, trustee, employee or agent of
another entity.
The Certificate of Incorporation also provides that a director of the
Company shall not be personally liable to the Company or its stockholders for
monetary damages for breaches of fiduciary duties, except for liability (1) for
any breach of the duty of loyalty to the Company or its stockholders; (2) for
acts or omissions not in good faith or in knowing violation of the law; (3)
under Section 174 of the Delaware General Corporation Law, which provides for
liability for unlawful dividends and unlawful stock purchases or redemptions;
or (4) for any transaction from which the director derived an improper personal
benefit.
The Company plans to enter into indemnification agreements with each of
its directors and officers which may, in some cases, be broader than the
specific indemnification provisions contained in the Delaware General
Corporation Law. The indemnification agreements may require the Company, among
other things, to indemnify such directors and officers against certain
liabilities that may arise by reason of their status or services as directors
or officers (other than liabilities arising from wilful misconduct of a
culpable nature) and to advance such person's expenses incurred as a result of
any proceeding against him or her as to which such person could be indemnified.
At present, there is no pending litigation or proceeding involving any
director, officer, employee or agent of the Company in which indemnification
will be required or permitted. The Company is not aware of any threatened
litigation or proceeding which may result in a claim for such indemnification.
37
<PAGE> 45
CHAMPION COMMUNICATION SERVICES, INC.
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS
Independent Auditors' Report . . . . . . . . . . . . . . . . . . . . F-2
Balance Sheets at September 30, 1996, December 31, 1995 and
December 31, 1994 . . . . . . . . . . . . . . . . . . . . . . . . . F-3
Statements of Operations for the nine months ended September 30, 1996
and 1995 and for the year ended December 31, 1995 and the period from
September 29, 1994 (date of inception) through December 31, 1994 . . F-4
Statements of Cash Flows for the nine months ended September 30, 1996
and 1995 and for the year ended December 31, 1995 and the period
September 29, 1994 (date of inception) through December 31, 1994 . . F-5
Statements of Stockholders' Equity for the nine months ended
September 30, 1996 and for the year ended December 31, 1995 and the
period September 29, 1994 (date of inception) through
December 31, 1994 . . . . . . . . . . . . . . . . . . . . . . . . . F-6
Notes to financial statements . . . . . . . . . . . . . . . . . . . F-7
F-1
<PAGE> 46
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Champion Communication Services Inc.:
We have audited the accompanying balance sheets as of December 31, 1995 and
1994, and the related statements of operations, stockholders' equity and cash
flows for the year ended December 31, 1995 and the period September 29, 1994
(date of inception) through December 31, 1994. These financial statements are
the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Champion Communication
Services, Inc. as of December 31, 1995 and 1994, and the results of its
operations and its cash flows for the year ended December 31, 1995 and for the
period September 29, 1994 (date of inception) through December 31, 1994 in
conformity with generally accepted accounting principles.
KPMG Peat Marwick LLP
Houston, Texas
January 19, 1996
F-2
<PAGE> 47
CHAMPION COMMUNICATION SERVICES, INC.
BALANCE SHEETS
September 30, 1996, December 31, 1995 and 1994
<TABLE>
<CAPTION>
ASSETS September 30, December 31,
1996 1995 1994
-----------------------------------------
Unaudited
<S> <C> <C> <C>
Current Assets
Cash and cash equivalents $ 851,050 $ 1,172,454 $ 1,027,537
Accounts receivable, net of allowance of $121,471, $50,000 and $20,115 523,883 989,620 965,040
at September 30, 1996, December 31, 1995 and 1994, respectively
Stock subscriptions receivable -- 51,944 246,760
Inventory 130,569 242,073 --
Prepaid expenses and other 32,662 155,191 16,865
-----------------------------------------
Total Current Assets 1,538,165 2,611,282 2,256,202
-----------------------------------------
Communications equipment and related assets 6,525,780 6,090,995 5,421,674
Other 404,525 339,470 76,579
-----------------------------------------
6,930,305 6,430,465 5,498,253
Accumulated depreciation (1,303,327) (754,829) (86,729)
-----------------------------------------
Communications equipment and related assets, net 5,626,978 5,675,636 5,411,524
-----------------------------------------
Other assets 555,083 208,654 82,548
-----------------------------------------
$ 7,720,225 $ 8,495,572 $ 7,750,274
=========================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable $ 276,202 $ 225,584 $ 63,685
Accrued expenses 605,683 873,208 661,287
Deferred revenue 523,977 1,709,169 1,731,146
Current maturities of notes payable 203,796 157,254 --
Current maturities of note payable to stockholder 419,937 419,937 3,177,506
-----------------------------------------
Total Current Liabilities 2,029,595 3,385,152 5,633,624
-----------------------------------------
Notes payable 162,296 117,097 --
Note payable to stockholder 2,379,644 2,379,644 --
-----------------------------------------
Total Long Term Liabilities 2,541,940 2,496,741 --
-----------------------------------------
Stockholders' Equity
Common stock, $0.01 par value, 20,000,000 shares authorized, 5,503,412,
4,695,085 and 3,754, shares issued and outstanding at
September 30, 1996, December 31, 1995 and 1994, respectively 55,034 46,951 37,540
Common stock subscribed, $0.01 par value, 38,477 and 504,000 shares
at December 31, 1995 and 1994, respectively -- 385 5,040
Additional paid-in capital 5,197,193 3,436,692 2,086,420
Accumulated deficit (2,103,538) (870,349) (12,350)
-----------------------------------------
Total Stockholders' Equity 3,148,689 2,613,679 2,116,650
-----------------------------------------
$ 7,720,225 $ 8,495,572 $ 7,750,274
=========================================
</TABLE>
See accompanying notes to financial statements.
F-3
<PAGE> 48
CHAMPION COMMUNICATION SERVICES, INC.
STATEMENTS OF OPERATIONS
For the nine months ended September 30, 1996 and 1995,
the year ended December 31, 1995 and the period from
September 29, 1994(date of inception) through December 31, 1994
<TABLE>
<CAPTION>
Nine Months Ended Year ended
September 30, December 31,
-------------------------- --------------------------
Unaudited
1996 1995 1995 1994
-------------------------- --------------------------
<S> <C> <C> <C> <C>
Revenues $ 5,528,759 $ 4,390,524 $ 6,418,018 $ 865,380
-------------------------- --------------------------
Costs and expenses:
Cost of sales 4,097,614 3,306,963 4,510,413 616,175
Depreciation and amortization 583,200 502,857 676,269 87,057
General and administrative expenses 1,811,368 1,226,109 1,803,700 174,498
-------------------------- --------------------------
Total Expenses 6,492,182 5,035,929 6,990,382 877,730
-------------------------- --------------------------
Operating Loss (963,423) (645,405) (572,364) (12,350)
-------------------------- --------------------------
Loss on sales of service division (82,771) -- -- --
Gain(loss) on sale of fixed assets 9,201 2,617 (284) --
Interest income 10,278 7,268 11,117 --
Interest expense (206,476) (223,023) (296,468) --
-------------------------- --------------------------
Loss before income taxes (1,233,191) (858,543) (857,999) (12,350)
Income taxes -- -- -- --
-------------------------- --------------------------
Net loss $(1,233,191) $ (858,543) $ (857,999) $ (12,350)
========================== ==========================
Common and common equivalent shares outstanding 4,900,853 4,059,199 4,161,165 3,497,319
========================== ==========================
Net loss per common and common equivalent share $ (0.25) $ (0.21) $ (0.21) $ --
========================== ==========================
</TABLE>
See accompanying notes to financial statements.
F-4
<PAGE> 49
CHAMPION COMMUNICATION SERVICES, INC.
STATEMENTS OF CASH FLOWS
For the nine months ended September 30, 1996 and 1995,
the year ended December 31, 1995 and the period from
September 29, 1996(date of inception) through December 31, 1994
<TABLE>
<CAPTION>
Nine months ended
September 30, September 30, December 31, December 31,
1996 1995 1995 1994
------------- ------------- ------------ ------------
Unaudited
<S> <C> <C> <C> <C>
Cash flows from operating activities:
Net loss $ (1,233,191) $ (788,479) $ (857,999) $ (12,350)
Adjustments to reconcile net loss to
net cash (used in)provided by operating activities:
Depreciation and amortization 583,200 502,523 676,249 87,057
Bad debt expense 84,000 50,000 101,912 20,115
Gain on sale of licenses (280,705) --
Loss (Gain) on sale of fixed assets (9,201) (2,617) 1,655 --
Change in assets and liabilities:
Accounts receivable 394,266 557,056 (126,492) (985,155)
Inventory 111,504 (185,805) (176,840) --
Prepaid expenses 122,529 (12,880) (138,326) (16,865)
Accounts payable 50,618 626,129 161,899 63,685
Accrued expenses (267,525) (296,834) 373,996 661,287
Other assets (346,429) (64,779) (149,401) (82,876)
Deferred revenue (1,185,192) (1,174,696) (21,977) 1,731,146
------------ ------------ ------------ ------------
Net cash (used in)provided by operating activities (1,695,421) (790,382) (436,029) 1,466,044
------------ ------------ ------------ ------------
Cash flows from investing activities:
Additions to property and equipment (663,673) (946,342) (960,498) (520,747)
Proceeds from sale of fixed assets 124,273 17,415 22,482 --
Proceeds from sale of licenses -- -- 300,000 --
------------ ------------ ------------ ------------
Net cash used in investing activities (539,400) (928,927) (638,016) (520,747)
------------ ------------ ------------ ------------
Cash flows from financing activities:
Proceeds from sale of stock 1,768,199 -- 50,065 82,240
Proceeds from sale of warrants -- -- 719,000 --
Proceeds the issuance of subscribed stock 51,944 240,779 240,779 --
Proceeds from other borrowings 308,198 473,239 264,519 --
Repayment of notes payable (214,924) (21,143) (55,401) --
------------ ------------ ------------ ------------
Net cash provided by financing activities 1,913,417 692,875 1,218,962 82,240
------------ ------------ ------------ ------------
Net increase in cash and cash equivalents (321,404) (1,026,434) 144,917 1,027,537
Cash and cash equivalents at beginning of period 1,172,454 1,027,537 1,027,537 --
Cash and cash equivalents at end of period $ 851,050 $ 1,103 $ 1,172,454 $ 1,027,537
============ ============ ============ ============
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest $ 152,180 $ 70,690 $ 95,740 $ --
============ ============ ============ ============
Income taxes $ -- $ -- $ -- $ --
============ ============ ============ ============
</TABLE>
See accompanying notes to financial statements.
F-5
<PAGE> 50
CHAMPION COMMUNICATION SERVICES, INC.
STATEMENTS OF STOCKHOLDERS' EQUITY
For the nine months ended September 30, 1996,
the year ended December 31, 1995 and the period
September 29, 1994 (date of inception) through December 31, 1994
<TABLE>
<CAPTION>
Common Common Additional Total
Stock Common Stock Paid-in Accumulated Stockholders'
Shares Stock Subscribed Capital Deficit Equity
--------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Balance at September 29, 1994 -- $ -- $ -- $ -- $ -- $ --
Issuance of Common Stock 3,754,000 37,540 -- 1,844,700 -- 1,882,240
Common Stock Subscribed 504,000 -- 5,040 241,720 -- 246,760
Net Loss -- -- -- -- (12,350) (12,350)
----------- ----------- ----------- ----------- ----------- -----------
Balance at December 31, 1994 4,258,000 $ 37,540 $ 5,040 $ 2,086,420 $ (12,350) $ 2,116,650
=========== =========== =========== =========== =========== ===========
Conversion of Common Stock
Subscribed to Common Stock -- 5,040 (5,040) (5,981) -- (5,981)
Issuance of Common Stock 437,085 4,371 -- 585,694 -- 590,065
Common Stock Subscribed 38,477 -- 385 51,559 -- 51,944
Issuance of Common Stock
Warrants -- -- -- 719,000 -- 719,000
Net Loss -- -- -- -- (857,999) (857,999)
----------- ----------- ----------- ----------- ----------- -----------
Balance at December 31, 1995 4,733,562 $ 46,951 $ 385 $ 3,436,692 $ (870,349) $ 2,613,679
=========== =========== =========== =========== =========== ===========
Conversion of Common Stock
Subscribed to Common Stock -- 385 (385) -- -- --
(unaudited)
Issuance of Common Stock 769,580 7,698 -- 1,760,501 -- 1,768,199
(unaudited)
Net Loss(unaudited) -- -- -- -- (1,233,191) (1,233,191)
----------- ----------- ----------- ----------- ----------- -----------
Balance at September 30, 1996 5,503,142 $ 55,034 $ -- $ 5,197,193 $(2,103,540) $ 3,148,687
(unaudited) =========== =========== =========== =========== =========== ===========
</TABLE>
See accompanying notes to financial statements.
F-6
<PAGE> 51
CHAMPION COMMUNICATION SERVICES, INC.
NOTES TO FINANCIAL STATEMENTS
(Information relating to September 30, 1996 is unaudited)
(1) Organization
Champion Communication Services, Inc. (the Company) was
incorporated under the laws of the State of Delaware on September 29,
1994 for the purpose of acquiring and operating base radio stations.
The Company acquired and began operating 1,499 base stations and the
customers related thereto in 1994. The acquisitions totaled
approximately $5,290,000, and are recorded at acquisition cost. The
Company provides radio dispatch service as well as sells, rents and
services radio equipment to the general public in the southern,
midwestern and western United States.
(2) Summary of Significant Accounting Policies
(a) Communications Equipment and Related Assets
Communications equipment and related assets are
recorded at cost. Depreciation is computed on a straight-line
basis over the estimated useful lives of the assets ranging
from five years for other fixed assets to ten years for
communications equipment.
(b) Cash and Cash Equivalents
For purposes of the statements of cash flows, the
Company considers all highly liquid debt instruments purchased
with an original maturity of three months or less to be cash
equivalents.
(c) Inventory
The Company's inventory consists primarily of two-way
radios, parts and accessories. The balance recorded at
September 30, 1996 and December 31, 1995 is the lower of cost
or market. The Company uses the average cost method of
accounting for inventory.
(d) Licenses
Fees associated with obtaining Federal Communication
Commission licenses for 450-470 MHz, 470-512 MHz and 800 MHz
are deferred by the Company. Upon disposition, such costs are
relieved based upon an average cost basis. If the licenses
are utilized by the Company, the costs are capitalized and
amortized under the straight line method for five years. No
licenses have been utilized by the Company as of December 31,
1995.
F-7
<PAGE> 52
CHAMPION COMMUNICATION SERVICES, INC.
NOTES TO FINANCIAL STATEMENTS (continued)
(Information relating to September 30, 1996 is unaudited)
(2) Summary of Significant Accounting Policies, continued
(e) Revenue Recognition
The standard industry billing cycle for radio
dispatch service is generally for three, six and twelve month
intervals. The Company defers amounts billed in advance and
recognizes revenue as the related services are provided.
(f) Use of Estimates
Management of the Company has made a number of
estimates and assumptions relating to the reporting of assets
and liabilities and the disclosure of contingent assets and
liabilities to prepare these financial statements in
conformity with generally accepted accounting principles.
Actual results could differ from those estimates.
(g) Reclassifications
Certain reclassifications have been made to conform
with current reporting practices.
(h) Basis of Presentation
The accompanying financial statements have been
prepared in accordance with accounting principles generally
accepted in the United States. A reconciliation of
differences between accounting principles generally accepted
in the United States and Canada is provided in note 13.
(i) Accrued Expenses
Accrued expenses represent accrued operating costs,
including tower rental, and accrued sales and state income
taxes. Such costs are expensed in the period during which the
related services are rendered.
(3) Communication Equipment and Assets
Communication equipment and related assets at September 30,
1996 and December 31, 1995 are composed of the following:
F-8
<PAGE> 53
CHAMPION COMMUNICATION SERVICES, INC.
NOTES TO FINANCIAL STATEMENTS (continued)
(Information relating to September 30, 1996 is unaudited)
(3) Communication Equipment and Assets, continued
<TABLE>
<CAPTION>
As at September 30, 1996
----------------------------------------
Accumulated Net
Cost Depreciation Balance
----------- ------------ -----------
<S> <C> <C> <C>
Base station and related equipment $ 6,110,815 $ 1,063,042 $ 5,047,773
Rental radio equipment 414,965 130,923 284,042
Other furniture, data processing and
communication equipment 404,525 109,362 295,163
----------- ----------- -----------
$ 6,930,305 $ 1,303,327 $ 5,626,978
----------- ----------- -----------
</TABLE>
<TABLE>
<CAPTION>
As at December 31, 1995
-------------------------------------------
Accumulated Net
Cost Depreciation Balance
---------- ------------ ----------
<S> <C> <C> <C>
Base station and related equipment $5,684,041 $ 633,292 $5,050,749
Rental radio equipment 367,323 68,079 299,244
Other furniture, data processing and
communication equipment 379,101 53,458 325,643
---------- ----------- ----------
$6,430,465 $ 754,829 $5,675,636
---------- ----------- ----------
</TABLE>
(4) Installment Notes
During the period ended September 30, 1996, the Company has
incurred installment notes payable to Associates Credit Corporation,
One Leasing, and Communication Solutions in the amount of $256,982 in
addition to fourteen installment notes incurred in 1995 totaling
$264,519; at September 30, 1996 and December 31, 1995 the total
balance outstanding was $329,379 and $225,400, respectively. The
notes are payable in monthly installments and mature from 1997 to
1999. The notes bear interest rates ranging from 11% to 12.75% per
year and are secured by communications equipment. These notes are
guaranteed by Albert F. Richmond, Chief Executive Officer, and David
A. Terman, President of the Company.
During 1995, the Company also entered into a revolving note
payable to Transamerica with a maximum credit line of $100,000; at
September 30, 1996 and December 31, 1995, the balance was $36,713 and
$48,951, respectively. The note was used to finance the acquisition
of inventory and is repaid when inventory is sold or at the agreed
upon date.
F-9
<PAGE> 54
CHAMPION COMMUNICATION SERVICES, INC.
NOTES TO FINANCIAL STATEMENTS (continued)
(Information relating to September 30, 1996 is unaudited)
(5) Income Taxes
The Company uses the asset and liability method of accounting
for income taxes. Under this method, deferred taxes are recorded for
differences between the financial and tax bases of assets and
liabilities. The effect on deferred taxes of a change in tax rates is
recognized in income in the period the change occurs.
During the period September 29, 1994 (date of inception)
through December 31, 1994 and the year ended December 31, 1995, the
Company's effective income tax rate differed from the statutory tax
rate as follows:
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Statutory tax rate (34)% (34)%
Nondeductible travel
and entertainment 1 -
Valuation allowance 33 34
--- ---
Effective tax rate - % - %
--- ---
</TABLE>
As of December 31, 1995 and 1994, deferred tax assets and
liabilities were as follows:
<TABLE>
<CAPTION>
1995 1994
--------- --------
<S> <C> <C>
Communications equipment $ 459,081 $ 60,196
--------- --------
Total deferred tax liabilities 459,081 60,196
--------- --------
Net operating loss carryforward $(741,028) $(57,354)
Allowance for doubtful accounts (10,200) (6,839)
--------- --------
Total deferred tax assets $(751,228) $(64,193)
--------- --------
Valuation allowance 292,147 3,997
--------- --------
$ - $ -
--------- --------
</TABLE>
In assessing the realizability of deferred tax assets,
management considers whether it is more likely than not that some
portion or all of the deferred tax assets will not be realized and a
valuation allowance is recorded. The valuation allowance increased
$288,150 and $3,997 during the year ended 1995 and the period
September 29, 1994 (date of inception) through December 31, 1994,
respectively.
F-10
<PAGE> 55
CHAMPION COMMUNICATION SERVICES, INC.
NOTES TO FINANCIAL STATEMENTS (continued)
(Information relating to September 30, 1996 is unaudited)
(5) Income Taxes, continued
At December 31, 1995 and 1994, the Company had a net operating
loss carryforward of approximately $2,176,000 and $169,000,
respectively, available to offset future taxable income, which will
expire in 2010 through 2011.
(6) Related Party Transactions
Champion Communications Company advanced the Company
$3,177,506 for the acquisition of base stations and the related
customers. On November 17, 1995, $377,925 of the note and $162,075 of
accrued interest payable was converted to 400,000 shares of common
stock at $1.35 per share. The remaining balance of $2,799,581 is
payable in twenty quarterly installments commencing June 30, 1996.
The note has been amended to extend the commencement of installments
to December 31, 1996. The note bears interest at a prime rate, as
defined, and is secured by the Company's communications equipment and
spectrum. Champion Communications Company (CCC) is a Subchapter S
corporation, wholly owned by Albert F. Richmond, Chief Executive
Officer and a founding stockholder of the Company. The carrying value
of the note is considered to approximate fair value as the interest
rate is prime.
During 1994, approximately $56,000 of due diligence costs
representing services performed by CCC were capitalized to the cost of
the communications equipment
No related party general and administrative expenses were
incurred during the nine months ended September 30, 1996. During the
year ended 1995, and the period September 29, 1994 (date of inception)
through December 31, 1994, the Company incurred approximately $62,000
and $15,000, respectively, in general and administrative expenses
(primarily personnel charges) allocated from Olympic Natural Gas
Company, a company in which Albert F. Richmond served as Chief
Executive Officer during 1994 and 1995.
Additionally, during 1995 the Company allocated approximately
$23,000 in general and administrative expenses to Olympic Natural Gas
Company.
The Company is currently using an 800 MHz trunking license
belonging to CCC. The Company has the option to purchase the license
during 1995 and 1996.
F-11
<PAGE> 56
CHAMPION COMMUNICATION SERVICES, INC.
NOTES TO FINANCIAL STATEMENTS (continued)
(Information relating to September 30, 1996 is unaudited)
(7) Long-term Debt
The combined aggregate maturities of the installment notes
(see note 4) and the note payable to stockholder (see note 6) for each
of the five years following December 31, 1995 are as follows:
<TABLE>
<S> <C>
1996 $ 577,191
1997 642,895
1998 583,758
1999 570,193
2000 559,916
Thereafter 139,979
----------
$3,073,932
==========
</TABLE>
(8) Stockholders' Equity
On September 25, 1996, the Company sold 769,850 shares of
common stock in the Canadian initial public offering at Cdn. $3.70 per
share.
As of September 30, 1996, 38,477 shares of common stock at
$1.35 per share, which were subscribed as of December 31, 1995, were
issued. The 504,000 shares of subscribed common stock as of December
31, 1994 were issued during early 1995.
During November 1995, 600,000 special warrants were issued to
third parties for $1.35 per share, totaling $729,000, net of offering
expenses. Ten thousand dollars of the special warrant proceeds was
retained as a deposit with Weir & Foulds, Barristers & Solicitors, for
an initial public offering. The primary terms of the special warrants
include the exchange of one special warrant for one common share in
the capital of Champion for no additional consideration.
(9) Statement of Cash Flows
During 1995, $377,925 of the principal balance of the notes
payable to CCC and $162,075 of accrued interest payable was converted
to 400,000 shares of common stock (see note 6).
F-12
<PAGE> 57
CHAMPION COMMUNICATION SERVICES, INC.
NOTES TO FINANCIAL STATEMENTS (continued)
(Information relating to September 30, 1996 is unaudited)
(9) Statement of Cash Flows, continued
Also, during 1996 and 1995, the Company acquired
communications equipment in exchange for the incurrence of $256,982
and $264,519 of debt, respectively (see note 4). In addition, the
Company acquired resale communications equipment in exchange for the
incurrence of $83,896 and $65,233 of debt in 1996 and 1995,
respectively (see note 4).
During 1994, an advance that was converted to a note payable,
in the amount of $3,177,506, was issued to finance the purchase of
communications equipment and related assets (see note 6). Also,
$1,800,000 of the purchase price of communications equipment and
related assets was contributed to the Company in exchange for the
issuance of 3,600,000 shares of common stock by the founding
stockholder.
(10) Commitments and Contingencies
At December 31, 1995, the Company has commitments under
noncancellable operating lease agreements primarily for the rental of
office space. Future minimum rental payments due under the lease are:
<TABLE>
<S> <C>
1996 $71,339
1997 66,835
1998 63,542
1999 63,542
2000 -
--------
$265,258
========
</TABLE>
During the nine months ended September 30, 1996, the year
ended December 31, 1995 and the period September 29, 1994 (date of
inception) through December 31, 1994, the Company incurred $82,156,
$95,509 and $2,675 in rental expense, respectively.
(11) Customer Accounts Receivables
Accounts receivable at September 30, 1996, December 31, 1995
and 1994 represent partial billings to the customer base. An
allowance for doubtful accounts of $121,471, $50,000 and $20,115 was
recorded as of September 30, 1996, December 31, 1995 and 1994,
respectively, representing the estimated balance which is deemed
uncollectible.
F-13
<PAGE> 58
CHAMPION COMMUNICATION SERVICES, INC.
NOTES TO FINANCIAL STATEMENTS (continued)
(Information relating to September 30, 1996 is unaudited)
(12) Spectrum Acquisition Expenses
The net loss of the Company for the nine months ended
September 30, 1996 and the year 1995 includes salary and benefits
expense in the amount of $214,274 and $128,264, respectively, incurred
for the acquisition of spectrum. Although it is impractical to
determine the value of spectrum licenses, the Company did sell three
licenses in 1995 for $300,000. To date the Company has acquired 268
licenses, many of which are co-channeled and will require further
enhancement to complete the conversion to single user licenses
dedicated to Champion Communication Services, Inc.
(13) Major Suppliers
The Company has entered into dealer agreements with two
principal equipment suppliers. Both dealer agreements may be
terminated at any time by the suppliers or the Company without cost.
Termination of either of these agreements would have a materially
adverse effect on the Company.
(14) Differences Between U.S. and Canadian Generally Accepted Accounting
Principles
The Company prepares its consolidated financial statements in
accordance with generally accepted accounting principles (GAAP) in the
United States. The differences between U.S. GAAP and Canadian GAAP
would have an immaterial impact on the reported net loss or per share
amounts. Following is a discussion of such differences between U.S.
and Canadian GAAP:
(a) Loss per Share
Consistent with Canadian GAAP, no common stock
equivalents have been included in the net loss per share
calculation.
(b) Statement of Cash Flows
The noncash transactions have been disclosed in note 9
in accordance with U.S. GAAP instead of on the face of the
statement of cash flows as required by Canadian GAAP.
F-14
<PAGE> 59
CHAMPION COMMUNICATION SERVICES, INC.
NOTES TO FINANCIAL STATEMENTS (continued)
(Information relating to September 30, 1996 is unaudited)
(14) Differences Between U.S. and Canadian Generally Accepted Accounting
Principles, continued
(c) Income Taxes
In accordance with U.S. GAAP, the Company uses the
asset and liability method of accounting for income taxes.
Under this method, deferred taxes are recorded for differences
between the financial and tax bases of assets and liabilities
and the effect on deferred taxes of a change in tax rates is
recognized in income in the period the change occurs. Under
Canadian GAAP, the deferred method of accounting for income
taxes is used and deferred tax assets and liabilities are
calculated through the application of historical tax rates.
Under U.S. GAAP, the benefit attributable to net
operating loss carryforwards is assessed for realizability,
and management considers whether it is more likely than not
that some portion or all of such benefits will not be realized
and a valuation allowance is recorded. Accordingly, the
Company has recorded a valuation allowance. Under Canadian
GAAP, benefits attributable to net operating loss
carryforwards cannot be recorded unless there is virtual
certainty that such net operating loss carryforwards will be
utilized. As there is no such certainty, under Canadian GAAP,
the Company would not have recognized an income tax benefit.
(d) Use of Estimates
U.S. GAAP requires that management disclose that
estimates and assumptions have been used relating to the
reporting of assets and liabilities and the disclosure of such
contingent assets and liabilities to prepare the financial
statements in conformity with generally accepted accounting
principles and that actual results could differ from those
estimates. Such disclosure is not required under Canadian
GAAP.
(15) Subsequent Events (unaudited)
During 1996, the Company adopted the "1996 Incentive Plan"
(the Incentive Plan) to provide incentive options, nonstatutory
options, restricted stock awards and stock appreciation rights to
certain key employees, non-employee directors and other persons. The
maximum number of shares that may be issued or transferred pursuant to
awards under the Incentive Plan is 500,000 shares. Options granted
under the Incentive Plan will expire after a period of ten years after
the date of grant and the exercise price shall not be less than the
greater of the par value per share of the stock or 100% of the fair
market
F-15
<PAGE> 60
CHAMPION COMMUNICATION SERVICES, INC.
NOTES TO FINANCIAL STATEMENTS (continued)
(Information relating to September 30, 1996 is unaudited)
(15) Subsequent Events (unaudited), continued
value of the stock on the date of grant of the option. Options
granted under the Incentive Plan terminate 90 days following the
termination of the optionee's employment, and one year after the
death, disability or retirement of the optionee; such options are not
transferable. The options, awards and rights to be granted under the
Incentive Plan will vest based on the terms of each Award Agreement.
As of December 3, 1996, options to purchase 143,000 shares of common
stock were issued by the Company; none of these options have been
exercised.
In conjunction with the 769,850 common shares issued on
September 25, 1996, each unit sold included one common share purchase
warrant. The warrants are exercisable at Cdn. $5.00 per share any
time before March 25, 1998. The Company has the right to accelerate
conversion of the warrants if the average price for the common stock
is at least Cdn. $5.80 for ten consecutive days.
The Company granted options to the underwriting agent of the
Canadian initial public offering to purchase 50,000 common shares for
a period of eighteen months from the completion of the public offering
at Cdn. $3.70 per share.
Upon the completion of the initial public offering, a third
party was granted options, in conjunction with the special warrant
offering, to purchase 60,000 common shares during the period of three
years from September 25, 1996 at a price of Cdn. $3.70 per share.
F-16
<PAGE> 61
PART III
<TABLE>
<CAPTION>
ITEM 1. EXHIBITS
<S> <C>
3.1 Certificate of Incorporation filed September 29, 1994.
3.2 Certificate of Amendment to Certificate of Incorporation filed January 26, 1996.
3.3 Certificate of Amendment to Certificate of Incorporation filed April 23, 1996.
3.4 By-laws dated September 29, 1994.
4.1 Specimen Common Stock share certificate.
4.2 Pages from Certificate of Incorporation and By-laws defining rights of stockholders - included in Exhibits 3.1,
3.2, 3.3 and 3.4.
10.1 Offer to Buy and Bill of Sale Agreement effective September 14, 1994, between Motorola, Inc. and the Company.
10.2 Offer to Buy and Bill of Sale Agreement effective October 13, 1994, between Motorola, Inc. and the Company.
10.3 Offer to Buy and Bill of Sale Agreement effective October 13, 1994, between Motorola, Inc. and the Company.
10.4 Offer to Buy and Bill of Sale Agreement effective November 29, 1994, between Motorola, Inc. and the Company.
10.5 Offer to Buy and Bill of Sale Agreement effective November 29, 1994, between Motorola, Inc. and the Company.
10.6 Offer to Buy and Bill of Sale Agreement effective December 8, 1994, between Motorola, Inc. and the Company.
10.7 Offer to Buy and Bill of Sale Agreement effective December 8, 1994, between Motorola, Inc. and the Company.
10.8 Offer to Buy and Bill of Sale Agreement effective December 13, 1994, between Motorola, Inc. and the Company.
10.9 Lease Agreement dated November 10, 1994, between The Woodlands Corporation and the Company.
</TABLE>
38
<PAGE> 62
<TABLE>
<S> <C>
10.10 Modification and Ratification of Lease dated April 4, 1995, between The Woodlands Corporation and the Company.
10.11 Modification and Ratification of Lease dated July 24, 1995, between The Woodlands Corporation and the Company.
10.12 Modification and Ratification of Lease dated May 1, 1996, between The Woodlands Corporation and the Company.
10.13 Radius Communication Products Reseller Agreement dated September 22, 1994, between Motorola, Inc. and the
Company; Amendment to Reseller Agreement dated September 22, 1994; and Master Amendment No. 1 dated September 30,
1996.
10.14 Motorola Authorized Two-Way Radio Dealer Agreement dated September 22, 1994, between Motorola, Inc. and the
Company; Paging Product Sales to the United States Government Amendment dated on or about January 10, 1996;
Amendment dated on or about February 13, 1996; and Per Unit Administrative Processing Charge Amendment dated
September 30, 1996.
10.15 Motorola Master Radio Service Software License Agreement dated November 8, 1994, between Motorola, Inc. and the
Company.
10.16 Master Dealer Agreement Land Mobile Radio Products, undated, between Kenwood Communications Corporation and the
Company; Product Addendum dated February 5, 1996; and Product Addendum, undated.
10.17 Systems Management Agreement dated July 20, 1995, between Champion Communications Company and the Company; and
Purchase Option dated July 20, 1995, from Champion Communications Company to the Company.
10.18 Promissory Note dated July 28, 1995, in the original principal amount of $50,000.00 from the Company to Albert
F. Richmond; Endorsement No. 1 dated August 28, 1995; and Endorsement No. 2 dated October 24, 1995.
10.19 Security Agreement dated July 28, 1995, between the Company and Albert F. Richmond.
10.20 Letter of Engagement dated October 10, 1995, from Britwirth Investment Company, Ltd. to the Company.
10.21 Antenna Site License commencing November 1, 1995, for a term of 36 months, between Motorola, Inc. and the Company
(CONFIDENTIAL)
10.22 Antenna Site License commencing November 1, 1995, for a term of 36 months, between Motorola, Inc. and the
Company. (CONFIDENTIAL)
</TABLE>
39
<PAGE> 63
<TABLE>
<S> <C>
10.23 Promissory Note dated November 15, 1995, in the original principal amount of $2,799,581.26 from the Company to
Champion Communications Company; and Endorsement No. 1 dated August 15, 1996.
10.24 Security Agreement dated November 15, 1995, between the Company and Champion Communications Company; and
Amendment No. 1 to Security Agreement dated August 15, 1996.
10.25 Services Agreement dated May 3, 1996, between K N Energy Services, Inc., d/b/a K N Services, and the Company.
(CONFIDENTIAL)
10.26 Asset Purchase Agreement dated August 30, 1996, between Nextel Communications, Inc. and the Company.
(CONFIDENTIAL)
10.27 Form of Indemnification Agreement between officers and directors of the Company and the Company.
10.28 Escrow Agreement dated July 29, 1996 between Albert F. Richmond, David A. Terman, Equity Transfer Services, Inc.
and the Company.
10.29 Note and Security Agreement dated January 2, 1995 in the original principal amount of $3,177,505, executed by the
Company, made payable to Champion Communications Company.
*11.1 Statement regarding computation of per share earnings.
27 Financial Data Schedule
</TABLE>
- - ------------------
*To be filed by amendment.
40
<PAGE> 64
In accordance with Section 12 of the Securities Exchange Act of 1934,
the registrant caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, on this 13th day of December, 1996.
CHAMPION COMMUNICATION SERVICES, INC.
By: /s/ Albert F. Richmond
----------------------------------------------
Albert F. Richmond,
Chief Executive Officer
41
<PAGE> 65
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
No. Description
- - ------- -----------
<S> <C>
3.1 Certificate of Incorporation filed September 29, 1994.
3.2 Certificate of Amendment to Certificate of Incorporation filed January 26, 1996.
3.3 Certificate of Amendment to Certificate of Incorporation filed April 23, 1996.
3.4 By-laws dated September 29, 1994.
4.1 Specimen Common Stock share certificate.
4.2 Pages from Certificate of Incorporation and By-laws defining rights of stockholders - included in Exhibits 3.1,
3.2, 3.3 and 3.4.
10.1 Offer to Buy and Bill of Sale Agreement effective September 14, 1994, between Motorola, Inc. and the Company, and Addendum
to Offer to Buy and Bill of Sale dated September 14, 1994.
10.2 Offer to Buy and Bill of Sale Agreement effective October 13, 1994, between Motorola, Inc. and the Company.
10.3 Offer to Buy and Bill of Sale Agreement effective October 13, 1994, between Motorola, Inc. and the Company.
10.4 Offer to Buy and Bill of Sale Agreement effective November 27, 1994, between Motorola, Inc. and the Company.
10.5 Offer to Buy and Bill of Sale Agreement effective November 29, 1994, between Motorola, Inc. and the Company.
10.6 Offer to Buy and Bill of Sale Agreement effective December 8, 1994, between Motorola, Inc. and the Company.
10.7 Offer to Buy and Bill of Sale Agreement effective December 8, 1994, between Motorola, Inc. and the Company.
10.8 Offer to Buy and Bill of Sale Agreement effective December 13, 1994, between Motorola, Inc. and the Company.
10.9 Lease Agreement dated November 10, 1994, between The Woodlands Corporation and the Company.
</TABLE>
<PAGE> 66
<TABLE>
<S> <C>
10.10 Modification and Ratification of Lease dated April 4, 1995, between The Woodlands Corporation and the Company.
10.11 Modification and Ratification of Lease dated July 24, 1995, between The Woodlands Corporation and the Company.
10.12 Modification and Ratification of Lease dated May 1, 1996, between The Woodlands Corporation and the Company.
10.13 Radius Communication Products Reseller Agreement dated September 22, 1994, between Motorola, Inc. and the
Company; Amendment to Reseller Agreement dated September 22, 1994; and Master Amendment No. 1 dated September 30,
1996.
10.14 Motorola Authorized Two-Way Radio Dealer Agreement dated September 22, 1994, between Motorola, Inc. and the
Company; Paging Product Sales to the United States Government Amendment dated on or about January 10, 1996;
Amendment dated on or about February 13, 1996; and Per Unit Administrative Processing Charge Amendment dated
September 30, 1996.
10.15 Motorola Master Radio Service Software License Agreement dated November 8, 1994, between Motorola, Inc. and the
Company.
10.16 Master Dealer Agreement Land Mobile Radio Products, undated, between Kenwood Communications Corporation and the
Company; Product Addendum dated February 5, 1996; and Product Addendum, undated.
10.17 Systems Management Agreement dated July 20, 1995, between Champion Communications Company and the Company; and
Purchase Option dated July 20, 1995, from Champion Communications Company to the Company.
10.18 Promissory Note dated July 28, 1995, in the original principal amount of $50,000.00 from the Company to Albert
F. Richmond; Endorsement No. 1 dated August 28, 1995; and Endorsement No. 2 dated October 24, 1995.
10.19 Security Agreement dated July 28, 1995, between the Company and Albert F. Richmond.
10.20 Letter of Engagement dated October 10, 1995, from Britwirth Investment Company, Ltd. to the Company.
10.21 Antenna Site License commencing November 1, 1995, for a term of 36 months, between Motorola, Inc. and the Company
(CONFIDENTIAL)
10.22 Antenna Site License commencing November 1, 1995, for a term of 36 months, between Motorola, Inc. and the
Company. (CONFIDENTIAL)
</TABLE>
<PAGE> 67
<TABLE>
<S> <C>
10.23 Promissory Note dated November 15, 1995, in the original principal amount of $2,799,581.26 from the Company to
Champion Communications Company; and Endorsement No. 1 dated August 15, 1996.
10.24 Security Agreement dated November 15, 1995, between the Company and Champion Communications Company; and
Amendment No. 1 to Security Agreement dated August 15, 1996.
10.25 Services Agreement dated May 3, 1996, between K N Energy Services, Inc., d/b/a K N Services, and the Company.
(CONFIDENTIAL)
10.26 Asset Purchase Agreement dated August 30, 1996, between Nextel Communications, Inc. and the Company.
(CONFIDENTIAL)
10.27 Form of Indemnification Agreement between officers and directors of the Company and the Company.
10.28 Escrow Agreement dated July 29, 1996 between Albert F. Richmond, David A. Terman, Equity Transfer Services, Inc.
and the Company.
10.29 Note and Security Agreement dated January 2, 1995 in the original principal amount of $3,177,505, executed by the
Company, made payable to Champion Communications Company.
*11.1 Statement regarding computation of per share earnings.
27 Financial Data Schedule.
</TABLE>
- - --------------------
*To be filed by amendment.
<PAGE> 1
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
_________________________
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
INCORPORATION OF "CHAMPION COMMUNICATION SERVICES, INC." FILED IN THIS OFFICE
ON THE TWENTY-NINTH DAY OF SEPTEMBER, A.D. 1994. AT 11:45 O'CLOCK A.M.
A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW
CASTLE COUNTY RECORDER OF DEEDS FOR RECORDING.
[STATE OF DELWARE SEAL]
/s/ EDWARD J. FREEL
--------------------------------------
EDWARD J. FREEL, SECRETARY OF STATE
2439299 8100 AUTHENTICATION: 7255183
944184667 DATE: 09-29-94
<PAGE> 2
CERTIFICATE OF INCORPORATION
OF
CHAMPION COMMUNICATION SERVICES, INC.
________________________________________________________________________________
I, the undersigned natural person acting as an incorporator of a
corporation (hereinafter called the "Corporation") under the General
Corporation Law of the State of Delaware, do hereby adopt the following
Certificate of Incorporation for the Corporation:
FIRST: The name of the Corporation is Champion Communication
Services, Inc.
SECOND: The registered office of the Corporation in the State of
Delaware is located at Corporation Trust Center, 1209 Orange Street, in the
City of Wilmington, County of New Castle. The name of the registered agent of
the Corporation at such address is The Corporation Trust Company.
THIRD: The purpose for which the Corporation is organized is to
engage in any and all lawful acts and activity for which corporations may be
organized under the General Corporation Law of Delaware. The Corporation will
have perpetual existence.
FOURTH: The total number of shares of stock which the Corporation
shall have authority to issue is 6,000,000 shares of capital stock, classified
as (i) 1,000,000 shares of preferred stock, par value $.01 per share
("Preferred Stock"), and (ii) 5,000,000 shares of common stock, par value $.01
per share ("Common Stock").
The designations and the powers, preferences, rights, qualifications,
limitations, and restrictions of the Preferred Stock and Common Stock are as
follows:
1. Provisions Relating to Preferred Stock.
(a) The Preferred Stock may be issued from time to time
in one or more classes or series, the shares of each class or series to have
such designations and powers, preferences, and rights, and qualifications,
limitations, and restrictions thereof, as are stated and expressed herein and
in the resolution or resolutions providing for the issue of such class or
series adopted by the board of directors of the Corporation as hereafter
prescribed.
(b) Authority is hereby expressly granted to and vested
in the board of directors of the Corporation to authorize the issuance of the
Preferred Stock from time to time in one or more classes or series, and with
respect to each class or series of the Preferred Stock, to fix and state by the
resolution or resolutions
<PAGE> 3
from time to time adopted providing for the issuance thereof the following:
(i) whether or not the class or series is to have
voting rights, full, special, or limited, or is to be without voting rights,
and whether or not such class or series is to be entitled to vote as a separate
class either alone or together with the holders of one or more other classes or
series of stock;
(ii) the number of shares to constitute the class
or series and the designations thereof;
(iii) the preferences, and relative, participating,
optional, or other special rights, if any, and the qualifications, limitations,
or restrictions thereof, if any, with respect to any class or series;
(iv) whether or not the shares of any class or
series shall be redeemable at the option of the Corporation or the holders
thereof or upon the happening of any specified event, and, if redeemable, the
redemption price or prices (which may be payable in the form of cash, notes,
securities, or other property), and the time or times at which, and the terms
and conditions upon which, such shares shall be redeemable and the manner of
redemption;
(v) whether or not the shares of a class or
series shall be subject to the operation of retirement or sinking funds to be
applied to the purchase or redemption of such shares for retirement, and, if
such retirement or sinking fund or funds are to be established, the annual
amount thereof, and the terms and provisions relative to the operation thereof;
(vi) the dividend rate, whether dividends are
payable in cash, stock of the Corporation, or other property, the conditions
upon which and the times when such dividends are payable, the preference to or
the relation to the payment of dividends payable on any other class or classes
or series of stock, whether or not such dividends shall be cumulative or
noncumulative, and if cumulative, the date or dates from which such dividends
shall accumulate;
(vii) the preferences, if any, and the amounts
thereof which the holders of any class or series thereof shall be entitled to
receive upon the voluntary or involuntary dissolution of, or upon any
distribution of the assets of, the Corporation;
(viii) whether or not the shares of any class or
series, at the option of the Corporation or the holder thereof or upon the
happening of any specified event, shall be convertible into or exchangeable
for, the shares of any other class or classes or of any other series of the
same or any other class or classes of
-2-
<PAGE> 4
stock, securities, or other property of the Corporation and the conversion
price or prices or ratio or ratios or the rate or rates at which such exchange
may be made, with such adjustments, if any, as shall be stated and expressed or
provided for in such resolution or resolutions; and
(ix) such other special rights and protective
provisions with respect to any class or series as may to the board of directors
of the Corporation seem advisable.
(c) The shares of each class or series of the Preferred
Stock may vary from the shares of any other class or series thereof in any or
all of the foregoing respects. The board of directors of the Corporation may
increase the number of shares of the Preferred Stock designated for any
existing class or series by a resolution adding to such class or series
authorized and unissued shares of the Preferred Stock not designated for any
other class or series. The board of directors of the Corporation may decrease
the number of shares of the Preferred Stock designated for any existing class
or series by a resolution subtracting from such class or series authorized and
unissued shares of the Preferred Stock designated for such existing class or
series, and the shares so subtracted shall become authorized, unissued, and
undesignated shares of the Preferred Stock.
2. Provisions Relating to Common Stock.
(a) Each share of Common Stock of the Corporation shall
have identical rights and privileges in every respect. The holders of shares
of Common Stock shall be entitled to vote upon all matters submitted to a vote
of the stockholders of the Corporation and shall be entitled to one vote for
each share of Common Stock held.
(b) Subject to the prior rights and preferences, if any,
applicable to shares of the Preferred Stock or any series thereof, the holders
of shares of the Common Stock shall be entitled to receive such dividends
(payable in cash, stock, or otherwise) as may be declared thereon by the board
of directors at any time and from time to time out of any funds of the
Corporation legally available therefor.
(c) In the event of any voluntary or involuntary
liquidation, dissolution, or winding-up of the Corporation, after distribution
in full of the preferential amounts, if any, to be distributed to the holders
of shares of the Preferred Stock or any series thereof, the holders of shares
of the Common Stock shall be entitled to receive all of the remaining assets of
the Corporation available for distribution to its stockholders, ratably in
proportion to the number of shares of the Common Stock held by them. A
liquidation, dissolution, or winding-up of the
-3-
<PAGE> 5
Corporation, as such terms are used in this Paragraph (c), shall not be deemed
to be occasioned by or to include any consolidation or merger of the
Corporation with or into any other corporation or corporations or other entity
or a sale, lease, exchange, or conveyance of all or a part of the assets of the
Corporation.
3. General.
(a) Subject to the foregoing provisions of this
Certificate of Incorporation, the Corporation may issue shares of its Preferred
Stock and Common Stock from time to time for such consideration (not less than
the par value thereof) as may be fixed by the board of directors of the
Corporation, which is expressly authorized to fix the same in its absolute and
uncontrolled discretion subject to the foregoing conditions. Shares so issued
for which the consideration shall have been paid or delivered to the
Corporation shall be deemed fully paid stock and shall not be liable to any
further call or assessment thereon, and the holders of such shares shall not be
liable for any further payments in respect of such shares.
(b) The Corporation shall have authority to create and
issue rights and options entitling their holders to purchase shares of the
Corporation's capital stock of any class or series or other securities of the
Corporation, and such rights and options shall be evidenced by instrument(s)
approved by the board of directors of the Corporation. The board of directors
of the Corporation shall be empowered to set the exercise price, duration,
times for exercise, and other terms of such options or rights; provided,
however, that the consideration to be received for any shares of capital stock
subject thereto shall not be less than the par value thereof.
FIFTH: The name of the incorporator of the Corporation is Susan E.
Casey, and the mailing address of such incorporator is 100 Congress Avenue,
Suite 1400, Austin, Texas 78701.
SIXTH: The number of directors constituting the initial board of
directors is two, and the name and mailing address of each person who is to
serve as director until the first annual meeting of stockholders or until his
successor is elected and qualified are Albert F. Richmond, Jr., 1111 Bagby,
Suite 2121, Houston, Texas 77002 and David Terman, 1111 Bagby, Suite 2121,
Houston, Texas 77002.
SEVENTH: Directors of the Corporation need not be elected by written
ballot unless the by-laws of the Corporation otherwise provide.
EIGHTH: The directors of the Corporation shall have the power to
adopt, amend, and repeal the by-laws of the Corporation.
-4-
<PAGE> 6
NINTH: No contract or transaction between the Corporation and one or
more of its directors, officers, or stockholders or between the Corporation and
any person (as used herein "person" means other corporation, partnership,
association, firm, trust, joint venture, political subdivision, or
instrumentality) or other organization in which one or more of its directors,
officers, or stockholders are directors, officers, or stockholders, or have a
financial interest, shall be void or voidable solely for this reason, or solely
because the director or officer is present at or participates in the meeting of
the board or committee which authorizes the contract or transaction, or solely
because his, her, or their votes are counted for such purpose, if: (i) the
material facts as to his or her relationship or interest and as to the contract
or transaction are disclosed or are known to the board of directors or the
committee, and the board of directors or committee in good faith authorizes the
contract or transaction by the affirmative votes of a majority of the
disinterested directors, even though the disinterested directors be less than a
quorum; or (ii) the material facts as to his or her relationship or interest
and as to the contract or transaction are disclosed or are known to the
stockholders entitled to vote thereon, and the contract or transaction is
specifically approved in good faith by vote of the stockholders; or (iii) the
contract or transaction is fair as to the Corporation as of the time it is
authorized, approved, or ratified by the board of directors, a committee
thereof, or the stockholders. Common or interested directors may be counted in
determining the presence of a quorum at a meeting of the board of directors or
of a committee which authorizes the contract or transaction.
TENTH: The Corporation shall indemnify any person who was, is, or is
threatened to be made a party to a proceeding (as hereinafter defined) by
reason of the fact that he or she (i) is or was a director or officer of the
Corporation or (ii) while a director or officer of the Corporation, is or was
serving at the request of the Corporation as a director, officer, partner,
venturer, proprietor, trustee, employee, agent, or similar functionary of
another foreign or domestic corporation, partnership, joint venture, sole
proprietorship, trust, employee benefit plan, or other enterprise, to the
fullest extent permitted under the Delaware General Corporation Law, as the
same exists or may hereafter be amended. Such right shall be a contract right
and as such shall run to the benefit of any director or officer who is elected
and accepts the position of director or officer of the Corporation or elects to
continue to serve as a director or officer of the Corporation while this
Article Tenth is in effect. Any repeal or amendment of this Article Tenth
shall be prospective only and shall not limit the rights of any such director
or officer or the obligations of the Corporation with respect to any claim
arising from or related to the services of such director or officer in any of
the foregoing capacities prior to any such repeal or amendment to this Article
Tenth. Such right shall include the
-5-
<PAGE> 7
right to be paid by the Corporation expenses incurred in defending any such
proceeding in advance of its final disposition to the maximum extent permitted
under the Delaware General Corporation Law, as the same exists or may hereafter
be amended. If a claim for indemnification or advancement of expenses
hereunder is not paid in full by the Corporation within sixty (60) days after a
written claim has been received by the Corporation, the claimant may at any
time thereafter bring suit against the Corporation to recover the unpaid amount
of the claim, and if successful in whole or in part, the claimant shall also be
entitled to be paid the expenses of prosecuting such claim. It shall be a
defense to any such action that such indemnification or advancement of costs of
defense are not permitted under the Delaware General Corporation Law, but the
burden of proving such defense shall be on the Corporation. Neither the
failure of the Corporation (including its board of directors or any committee
thereof, independent legal counsel, or stockholders) to have made its
determination prior to the commencement of such action that indemnification of,
or advancement of costs of defense to, the claimant is permissible in the
circumstances nor an actual determination by the Corporation (including its
board of directors or any committee thereof, independent legal counsel, or
stockholders) that such indemnification or advancement is not permissible shall
be a defense to the action or create a presumption that such indemnification or
advancement is not permissible. In the event of the death of any person having
a right of indemnification under the foregoing provisions, such right shall
inure to the benefit of his or her heirs, executors, administrators, and
personal representatives. The rights conferred above shall not be exclusive of
any other right which any person may have or hereafter acquire under any
statute, by-law, resolution of stockholders or directors, agreement, or
otherwise.
The Corporation may additionally indemnify any employee or agent of
the Corporation to the fullest extent permitted by law.
As used herein, the term "proceeding" means any threatened, pending,
or completed action, suit, or proceeding, whether civil, criminal,
administrative, arbitrative, or investigative, any appeal in such an action,
suit, or proceeding, and any inquiry or investigation that could lead to such
an action, suit, or proceeding.
ELEVENTH: A director of the Corporation shall not be personally
liable to the Corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the
-6-
<PAGE> 8
director derived an improper personal benefit. Any repeal or amendment of this
Article Eleventh by the stockholders of the Corporation shall be prospective
only, and shall not adversely affect any limitation on the personal liability
of a director of the Corporation arising from an act or omission occurring
prior to the time of such repeal or amendment. In addition to the
circumstances in which a director of the Corporation is not personally liable
as set forth in the foregoing provisions of this Article Eleventh, a director
shall not be liable to the Corporation or its stockholders to such further
extent as permitted by any law hereafter enacted, including without limitation
any subsequent amendment to the Delaware General Corporation Law.
TWELFTH: The Corporation expressly elects not to be governed by
Section 203 of the General Corporation Law of Delaware.
I, the undersigned, for the purpose of forming the Corporation under
the laws of the State of Delaware, do make, file, and record this Certificate
of Incorporation and do certify that this is my act and deed and that the facts
stated herein are true and, accordingly, I do hereunto set my hand on this 29th
day of September, 1994.
/s/ SUSAN E. CASEY
--------------------------------------
Susan E. Casey
-7-
<PAGE> 1
STATE OF DELAWARE
OFFICE OF THE SECRETARY OF STATE
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT OF "CHAMPION COMMUNICATION SERVICES, INC.", FILED IN THIS OFFICE ON
THE TWENTY-SIXTH DAY OF JANUARY, A.D. 1996, AT 9 O'CLOCK A.M.
A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW
CASTLE COUNTY RECORDER OF DEEDS FOR RECORDING.
[GREAT SEAL OF THE STATE OF DELAWARE -- 1793-1847-1907 --]
/s/ EDWARD J. FREEL
--------------------------------------
Edward J. Freel, Secretary of State
AUTHENTICATION: 7807130
DATE: 01-29-96
<PAGE> 2
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
CHAMPION COMMUNICATION SERVICES, INC.
It is hereby certified that:
I. The name of the corporation (the "Corporation") is Champion
Communication Services, Inc.
II. The Certificate of Incorporation of the Corporation is hereby
amended by striking out Article FOURTH thereof and by substituting in lieu of
said Article the following new Article FOURTH:
"FOURTH: The total number of shares of stock which the
Corporation shall have authority to issue is 11,000,000 shares of
capital stock, classified as (i) 1,000,000 shares of preferred stock,
par value $.01 per share ("Preferred Stock"), and (ii) 10,000,000
shares of common stock, par value $.01 per share ("Common Stock").
The designations and the powers, preferences, rights,
qualifications, limitations, and restrictions of the Preferred Stock
and Common Stock are as follows:
1. Provisions Relating to Preferred Stock.
(a) The Preferred Stock may be issued from time to time
in one or more classes or series, the shares of each class or series
to have such designations and powers, preferences, and rights, and
qualifications, limitations, and restrictions thereof, as are stated
and expressed herein and in the resolution or resolutions providing
for the issue of such class or series adopted by the board of
directors of the Corporation as hereafter prescribed.
(b) Authority is hereby expressly granted to and vested
in the board of directors of the Corporation to authorize the issuance
of the Preferred Stock from time to time in one or more classes or
series, and with respect to each class or series of the Preferred
Stock, to fix and state by the resolution or resolutions from time to
time adopted providing for the issuance thereof the following:
i) whether or not the class or series is to have
voting rights, full, special, or limited, or is to be without voting
rights, and whether or not such
<PAGE> 3
class or series is to be entitled to vote as a separate class either
alone or together with the holders of one or more other classes or
series of stock;
ii) the number of shares to constitute the class
or series and the designations thereof;
iii) the preferences, and relative, participating,
optional, or other special rights, if any, and the qualifications,
limitations, or restrictions thereof, if any, with respect to any
class or series;
iv) whether or not the shares of any class or
series shall be redeemable at the option of the Corporation or the
holders thereof or upon the happening of any specified event, and, if
redeemable, the redemption price or prices (which may be payable in
the form of cash, notes, securities, or other property), and the time
or times at which, and the terms and conditions upon which, such
shares shall be redeemable and the manner of redemption;
v) whether or not the shares of a class or
series shall be subject to the operation of retirement or sinking
funds to be applied to the purchase or redemption of such shares for
retirement, and, if such retirement or sinking fund or funds are to be
established, the annual amount thereof, and the terms and provisions
relative to the operation thereof;
vi) the dividend rate, whether dividends are
payable in cash, stock of the Corporation, or other property, the
conditions upon which and the times when such dividends are payable,
the preference to or the relation to the payment of dividends payable
on any other class or classes or series of stock, whether or not such
dividends shall be cumulative or noncumulative, and if cumulative, the
date or dates from which such dividends shall accumulate;
vii) the preferences, if any, and the amounts
thereof which the holders of any class or series thereof shall be
entitled to receive upon the voluntary or involuntary dissolution of,
or upon any distribution of the assets of, the Corporation;
viii) whether or not the shares of any class or
series, at the option of the Corporation or the holder thereof or upon
the happening of any specified event, shall be convertible into or
exchangeable for, the shares of any other class or classes or of any
other series of the same or any other class or classes of stock,
securities, or other property of the Corporation and the conversion
price or prices or ratio or ratios or the rate or rates at which such
exchange may be made, with such adjustments, if any, as shall be
stated and expressed or provided for in such resolution or
resolutions; and
2
<PAGE> 4
ix) such other special rights and protective
provisions with respect to any class or series as may to the board of
directors of the Corporation seem advisable.
(c) The shares of each class or series of the Preferred
Stock may vary from the shares of any other class or series thereof in
any or all of the foregoing respects. The board of directors of the
Corporation may increase the number of shares of the Preferred Stock
designated for any existing class or series by a resolution adding to
such class or series authorized and unissued shares of the Preferred
Stock not designated for any other class or series. The board of
directors of the Corporation may decrease the number of shares of the
Preferred Stock designated for any existing class or series by a
resolution subtracting from such class or series authorized and
unissued shares of the Preferred Stock designated for such existing
class or series, and the shares so subtracted shall become authorized,
unissued, and undesignated shares of the Preferred Stock.
2. Provisions Relating to Common Stock.
(a) Each share of Common Stock of the Corporation shall
have identical rights and privileges in every respect. The holders of
shares of Common Stock shall be entitled to vote upon all matters
submitted to a vote of the stockholders of the Corporation and shall
be entitled to one vote for each share of Common Stock held.
(b) Subject to the prior rights and preferences, if any,
applicable to shares of the Preferred Stock or any series thereof, the
holders of shares of the Common Stock shall be entitled to receive
such dividends (payable in cash, stock, or otherwise) as may be
declared thereon by the board of directors at any time and from time
to time out of any funds of the Corporation legally available
therefor.
(c) In the event of any voluntary or involuntary
liquidation, dissolution, or winding-up of the Corporation, after
distribution in full of the preferential amounts, if any, to be
distributed to the holders of shares of the Preferred Stock or any
series thereof, the holders of shares of the Common Stock shall be
entitled to receive all of the remaining assets of the Corporation
available for distribution to its stockholders, ratably in proportion
to the number of shares of the Common Stock held by them. A
liquidation, dissolution, or winding-up of the Corporation, as such
terms are used in this Paragraph (c), shall not be deemed to be
occasioned by or to include any consolidation or merger of the
Corporation with or into any other corporation or corporations or
other entity or a sale, lease, exchange, or conveyance of all or a
part of the assets of the Corporation.
3
<PAGE> 5
3. General.
(a) Subject to the foregoing provisions of this
Certificate of Incorporation, the Corporation may issue shares of its
Preferred Stock and Common Stock from time to time for such
consideration (not less than the par value thereof) as may be fixed by
the board of directors of the Corporation, which is expressly
authorized to fix the same in its absolute and uncontrolled discretion
subject to the foregoing conditions. Shares so issued for which the
consideration shall have been paid or delivered to the Corporation
shall be deemed fully paid stock and shall not be liable to any
further call or assessment thereon, and the holders of such shares
shall not be liable for any further payments in respect of such
shares.
(b) The Corporation shall have authority to create and
issue rights and options entitling their holders to purchase shares of
the Corporation's capital stock of any class or series or other
securities of the Corporation, and such rights and options shall be
evidenced by instrument(s) approved by the board of directors of the
Corporation. The board of directors of the Corporation shall be
empowered to set the exercise price, duration, times for exercise, and
other terms of such options or rights; provided, however, that the
consideration to be received for any shares of capital stock subject
thereto shall not be less than the par value thereof."
III. The amendment to the Certificate of Incorporation herein
certified has been duly adopted by written consent of the stockholders in
accordance with the provisions of Sections 228 and 242 of the General
Corporation Law of the State of Delaware.
EXECUTED this 16 day of November, 1995.
/s/ ALBERT F. RICHMOND
-----------------------------------------
Albert F. Richmond, Chairman of the Board
4
<PAGE> 1
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
CHAMPION COMMUNICATION SERVICES, INC.
It is hereby certified that:
I. The name of the corporation (the "CORPORATION") is Champion
Communication Services, Inc.
II. The Certificate of Incorporation of the Corporation is hereby
amended by striking out Article FOURTH thereof and by substituting in lieu of
said Article the following new Article FOURTH:
"FOURTH: The total number of shares of stock which the
Corporation shall have authority to issue is 21,000,000 shares of
capital stock, classified as (i) 1,000,000 shares of preferred stock,
par value $.01 per share ("Preferred Stock"), and (ii) 20,000,000
shares of common stock, par value $.01 per share ("Common Stock").
The designations and the powers, preferences, rights,
qualifications, limitations, and restrictions of the Preferred Stock
and Common Stock are as follows:
1. Provisions Relating to Preferred Stock.
(a) The Preferred Stock may be issued from time to time
in one or more classes or series, the shares of each class or series
to have such designations and powers, preferences, and rights, and
qualifications, limitations, and restrictions thereof, as are stated
and expressed herein and in the resolution or resolutions providing
for the issue of such class or series adopted by the board of
directors of the Corporation as hereafter prescribed.
(b) Authority is hereby expressly granted to and vested
in the board of directors of the Corporation to authorize the issuance
of the Preferred Stock from time to time in one or more classes or
series, and with respect to each class or series of the Preferred
Stock, to fix and state by the resolution or resolutions from time to
time adopted providing for the issuance thereof the following:
i) whether or not the class or series is to have
voting rights, full, special, or limited, or is to be without voting
rights, and whether or not such class or series is to be entitled to
vote as a separate class either alone or together with the holders of
one or more other classes or series of stock;
<PAGE> 2
ii) the number of shares to constitute the class
or series and the designations thereof;
iii) the preferences, and relative, participating,
optional, or other special rights, if any, and the qualifications,
limitations, or restrictions thereof, if any, with respect to any
class or series;
iv) whether or not the shares of any class or
series shall be redeemable at the option of the Corporation or the
holders thereof or upon the happening of any specified event, and, if
redeemable, the redemption price or prices (which may be payable in
the form of cash, notes, securities, or other property), and the time
or times at which, and the terms and conditions upon which, such
shares shall be redeemable and the manner of redemption;
v) whether or not the shares of a class or
series shall be subject to the operation of retirement or sinking
funds to be applied to the purchase or redemption of such shares for
retirement, and, if such retirement or sinking fund or funds are to be
established, the annual amount thereof, and the terms and provisions
relative to the operation thereof;
vi) the dividend rate, whether dividends are
payable in cash, stock of the Corporation, or other property, the
conditions upon which and the times when such dividends are payable,
the preference to or the relation to the payment of dividends payable
on any other class or classes or series of stock, whether or not such
dividends shall be cumulative or noncumulative, and if cumulative, the
date or dates from which such dividends shall accumulate;
vii) the preferences, if any, and the amounts
thereof which the holders of any class or series thereof shall be
entitled to receive upon the voluntary or involuntary dissolution of,
or upon any distribution of the assets of, the Corporation;
viii) whether or not the shares of any class or
series, at the option of the Corporation or the holder thereof or upon
the happening of any specified event, shall be convertible into or
exchangeable for, the shares of any other class or classes or of any
other series of the same or any other class or classes of stock,
securities, or other property of the Corporation and the conversion
price or prices or ratio or ratios or the rate or rates at which such
exchange may be made, with such adjustments, if any, as shall be
stated and expressed or provided for in such resolution or
resolutions; and
ix) such other special rights and protective
provisions with respect to any class or series as may to the board of
directors of the Corporation seem advisable.
2
<PAGE> 3
(c) The shares of each class or series of the Preferred
Stock may vary from the shares of any other class or series thereof in
any or all of the foregoing respects. The board of directors of the
Corporation may increase the number of shares of the Preferred Stock
designated for any existing class or series by a resolution adding to
such class or series authorized and unissued shares of the Preferred
Stock not designated for any other class or series. The board of
directors of the Corporation may decrease the number of shares of the
Preferred Stock designated for any existing class or series by a
resolution subtracting from such class or series authorized and
unissued shares of the Preferred Stock designated for such existing
class or series, and the shares so subtracted shall become authorized,
unissued, and undesignated shares of the Preferred Stock.
2. Provisions Relating to Common Stock.
(a) Each share of Common Stock of the Corporation shall
have identical rights and privileges in every respect. The holders of
shares of Common Stock shall be entitled to vote upon all matters
submitted to a vote of the stockholders of the Corporation and shall
be entitled to one vote for each share of Common Stock held.
(b) Subject to the prior rights and preferences, if any,
applicable to shares of the Preferred Stock or any series thereof, the
holders of shares of the Common Stock shall be entitled to receive
such dividends (payable in cash, stock, or otherwise) as may be
declared thereon by the board of directors at any time and from time
to time out of any funds of the Corporation legally available
therefor.
(c) In the event of any voluntary or involuntary
liquidation, dissolution, or winding-up of the Corporation, after
distribution in full of the preferential amounts, if any, to be
distributed to the holders of shares of the Preferred Stock or any
series thereof, the holders of shares of the Common Stock shall be
entitled to receive all of the remaining assets of the Corporation
available for distribution to its stockholders, ratably in proportion
to the number of shares of the Common Stock held by them. A
liquidation, dissolution, or winding-up of the Corporation, as such
terms are used in this Paragraph (c), shall not be deemed to be
occasioned by or to include any consolidation or merger of the
Corporation with or into any other corporation or corporations or
other entity or a sale, lease, exchange, or conveyance of all or a
part of the assets of the Corporation.
3. General.
(a) Subject to the foregoing provisions of this
Certificate of Incorporation, the Corporation may issue shares of its
Preferred Stock and Common Stock from time to time for such
consideration (not less than the par value thereof) as may be fixed by
the board of directors of the Corporation, which is expressly
authorized to fix the same in its absolute and uncontrolled discretion
3
<PAGE> 4
subject to the foregoing conditions. Shares so issued for which the
consideration shall have been paid or delivered to the Corporation
shall be deemed fully paid stock and shall not be liable to any
further call or assessment thereon, and the holders of such shares
shall not be liable for any further payments in respect of such
shares.
(b) The Corporation shall have authority to create and
issue rights and options entitling their holders to purchase shares of
the Corporation's capital stock of any class or series or other
securities of the Corporation, and such rights and options shall be
evidenced by instrument(s) approved by the board of directors of the
Corporation. The board of directors of the Corporation shall be
empowered to set the exercise price, duration, times for exercise, and
other terms of such options or rights; provided, however, that the
consideration to be received for any shares of capital stock subject
thereto shall not be less than the par value thereof."
III. The amendment to the Certificate of Incorporation herein
certified has been duly adopted by written consent of the stockholders in
accordance with the provisions of Sections 228 and 242 of the General
Corporation Law of the State of Delaware.
EXECUTED this 15 day of April, 1996.
/s/ ALBERT F. RICHMOND
-----------------------------------------
Albert F. Richmond, Chairman of the Board
4
<PAGE> 1
BY-LAWS
OF
CHAMPION COMMUNICATION SERVICES, INC.
A Delaware Corporation
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<S> <C> <C>
ARTICLE ONE: OFFICES
1.1 Registered Office and Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 Other Offices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE TWO: MEETINGS OF STOCKHOLDERS
2.1 Annual Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2.2 Special Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2.3 Place of Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.4 Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.5 Voting List . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.6 Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.7 Required Vote; Withdrawal of Quorum . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.8 Method of Voting; Proxies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.9 Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2.10 Conduct of Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
2.11 Inspectors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
ARTICLE THREE: DIRECTORS
3.1 Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
3.2 Number; Qualification; Election; Term . . . . . . . . . . . . . . . . . . . . . . . . . 6
3.3 Change in Number . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
3.4 Removal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
3.5 Vacancies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
3.6 Meetings of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
3.7 First Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
3.8 Election of Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
3.9 Regular Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
3.10 Special Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
3.11 Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
3.12 Quorum; Majority Vote . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
3.13 Procedure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
3.14 Presumption of Assent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
3.15 Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
ARTICLE FOUR: COMMITTEES
4.1 Designation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
4.2 Number; Qualification; Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
4.3 Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
4.4 Committee Changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
4.5 Alternate Members of Committees . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
4.6 Regular Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
4.7 Special Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
4.8 Quorum; Majority Vote . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
4.9 Minutes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
</TABLE>
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<PAGE> 3
<TABLE>
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<S> <C> <C>
4.10 Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
4.11 Responsibility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
ARTICLE FIVE: NOTICE
5.1 Method . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
5.2 Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
ARTICLE SIX: OFFICERS
6.1 Number; Titles; Term of Office . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
6.2 Removal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
6.3 Vacancies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
6.4 Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
6.5 Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
6.6 Chairman of the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
6.7 President . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
6.8 Vice Presidents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
6.9 Treasurer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
6.10 Assistant Treasurers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
6.11 Secretary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
6.12 Assistant Secretaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
ARTICLE SEVEN: CERTIFICATES AND STOCKHOLDERS
7.1 Certificates for Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
7.2 Replacement of Lost or Destroyed
Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
7.3 Transfer of Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
7.4 Registered Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
7.5 Regulations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
7.6 Legends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
ARTICLE EIGHT: MISCELLANEOUS PROVISIONS
8.1 Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
8.2 Reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
8.3 Books and Records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
8.4 Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
8.5 Seal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
8.6 Resignations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
8.7 Securities of Other Corporations . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
8.8 Telephone Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
8.9 Action Without a Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
8.10 Invalid Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
8.11 Mortgages, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
8.12 Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
8.13 References . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
8.14 Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
</TABLE>
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<PAGE> 4
BY-LAWS
OF
CHAMPION COMMUNICATION SERVICES, INC.
A Delaware Corporation
PREAMBLE
These by-laws are subject to, and governed by, the General Corporation
Law of the State of Delaware (the "Delaware General Corporation Law") and the
certificate of incorporation of Champion Communication Services, Inc., a
Delaware corporation (the "Corporation"). In the event of a direct conflict
between the provisions of these by-laws and the mandatory provisions of the
Delaware General Corporation Law or the provisions of the certificate of
incorporation of the Corporation, such provisions of the Delaware General
Corporation Law or the certificate of incorporation of the Corporation, as the
case may be, will be controlling.
ARTICLE ONE: OFFICES
1.1 Registered Office and Agent. The registered office and
registered agent of the Corporation shall be as designated from time to time by
the appropriate filing by the Corporation in the office of the Secretary of
State of the State of Delaware.
1.2 Other Offices. The Corporation may also have offices at such
other places, both within and without the State of Delaware, as the board of
directors may from time to time determine or as the business of the Corporation
may require.
ARTICLE TWO: MEETINGS OF STOCKHOLDERS
2.1 Annual Meeting. An annual meeting of stockholders of the
Corporation shall be held each calendar year on such date and at such time as
shall be designated from time to time by the board of directors and stated in
the notice of the meeting or in a duly executed waiver of notice of such
meeting. At such meeting, the stockholders shall elect directors and transact
such other business as may properly be brought before the meeting.
2.2 Special Meeting. A special meeting of the stockholders may be
called at any time by the Chairman of the Board, the President, the board of
directors, and shall be called by the President or the Secretary at the request
in writing of the stockholders of record of not less than ten percent of all
shares entitled to vote at such meeting or as otherwise provided by the
certificate of incorporation of the Corporation. A special meeting shall be
held on such date and at such time as shall be designated
<PAGE> 5
by the person(s) calling the meeting and stated in the notice of the meeting or
in a duly executed waiver of notice of such meeting. Only such business shall
be transacted at a special meeting as may be stated or indicated in the notice
of such meeting or in a duly executed waiver of notice of such meeting.
2.3 Place of Meetings. An annual meeting of stockholders may be
held at any place within or without the State of Delaware designated by the
board of directors. A special meeting of stockholders may be held at any place
within or without the State of Delaware designated in the notice of the meeting
or a duly executed waiver of notice of such meeting. Meetings of stockholders
shall be held at the principal office of the Corporation unless another place
is designated for meetings in the manner provided herein.
2.4 Notice. Written or printed notice stating the place, day, and
time of each meeting of the stockholders and, in case of a special meeting, the
purpose or purposes for which the meeting is called shall be delivered not less
than ten nor more than 60 days before the date of the meeting, either
personally or by mail, by or at the direction of the President, the Secretary,
or the officer or person(s) calling the meeting, to each stockholder of record
entitled to vote at such meeting. If such notice is to be sent by mail, it
shall be directed to such stockholder at his address as it appears on the
records of the Corporation, unless he shall have filed with the Secretary of
the Corporation a written request that notices to him be mailed to some other
address, in which case it shall be directed to him at such other address.
Notice of any meeting of stockholders shall not be required to be given to any
stockholder who shall attend such meeting in person or by proxy and shall not,
at the beginning of such meeting, object to the transaction of any business
because the meeting is not lawfully called or convened, or who shall, either
before or after the meeting, submit a signed waiver of notice, in person or by
proxy.
2.5 Voting List. At least ten days before each meeting of
stockholders, the Secretary or other officer of the Corporation who has charge
of the Corporation's stock ledger, either directly or through another officer
appointed by him or through a transfer agent appointed by the board of
directors, shall prepare a complete list of stockholders entitled to vote
thereat, arranged in alphabetical order and showing the address of each
stockholder and number of shares registered in the name of each stockholder.
For a period of ten days prior to such meeting, such list shall be kept on file
at a place within the city where the meeting is to be held, which place shall
be specified in the notice of meeting or a duly executed waiver of notice of
such meeting or, if not so specified, at the place where the meeting is to be
held and shall be open to examination by any stockholder during ordinary
business hours. Such list shall be produced at such meeting and kept at the
meeting
2
<PAGE> 6
at all times during such meeting and may be inspected by any stockholder who is
present.
2.6 Quorum. The holders of a majority of the outstanding shares
entitled to vote on a matter, present in person or by proxy, shall constitute a
quorum at any meeting of stockholders, except as otherwise provided by law, the
certificate of incorporation of the Corporation, or these by-laws. If a quorum
shall not be present, in person or by proxy, at any meeting of stockholders,
the stockholders entitled to vote thereat who are present, in person or by
proxy, or, if no stockholder entitled to vote is present, any officer of the
Corporation may adjourn the meeting from time to time, without notice other
than announcement at the meeting (unless the board of directors, after such
adjournment, fixes a new record date for the adjourned meeting), until a quorum
shall be present, in person or by proxy. At any adjourned meeting at which a
quorum shall be present, in person or by proxy, any business may be transacted
which may have been transacted at the original meeting had a quorum been
present; provided that, if the adjournment is for more than 30 days or if after
the adjournment a new record date is fixed for the adjourned meeting, a notice
of the adjourned meeting shall be given to each stockholder of record entitled
to vote at the adjourned meeting.
2.7 Required Vote; Withdrawal of Quorum. When a quorum is present
at any meeting, the vote of the holders of at least a majority of the
outstanding shares entitled to vote who are present, in person or by proxy,
shall decide any question brought before such meeting, unless the question is
one on which, by express provision of statute, the certificate of incorporation
of the Corporation, or these by-laws, a different vote is required, in which
case such express provision shall govern and control the decision of such
question. The stockholders present at a duly constituted meeting may continue
to transact business until adjournment, notwithstanding the withdrawal of
enough stockholders to leave less than a quorum.
2.8 Method of Voting; Proxies. Except as otherwise provided in
the certificate of incorporation of the Corporation or by law, each outstanding
share, regardless of class, shall be entitled to one vote on each matter
submitted to a vote at a meeting of stockholders. Elections of directors need
not be by written ballot. At any meeting of stockholders, every stockholder
having the right to vote may vote either in person or by a proxy executed in
writing by the stockholder or by his duly authorized attorney-in-fact. Each
such proxy shall be filed with the Secretary of the Corporation before or at
the time of the meeting. No proxy shall be valid after three years from the
date of its execution, unless otherwise provided in the proxy. If no date is
stated in a proxy, such proxy shall be presumed to have been executed on the
date of the meeting at which it is to be voted. Each proxy shall be revocable
unless expressly provided therein to be irrevocable and
3
<PAGE> 7
coupled with an interest sufficient in law to support an irrevocable power or
unless otherwise made irrevocable by law.
2.9 Record Date. (a) For the purpose of determining stockholders
entitled to notice of or to vote at any meeting of stockholders, or any
adjournment thereof, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion, or exchange of stock or for the purpose of
any other lawful action, the board of directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted by the board of directors, for any such determination
of stockholders, such date in any case to be not more than 60 days and not less
than ten days prior to such meeting nor more than 60 days prior to any other
action. If no record date is fixed:
(i) The record date for determining stockholders entitled
to notice of or to vote at a meeting of stockholders shall be at the
close of business on the day next preceding the day on which notice is
given or, if notice is waived, at the close of business on the day
next preceding the day on which the meeting is held.
(ii) The record date for determining stockholders for any
other purpose shall be at the close of business on the day on which
the board of directors adopts the resolution relating thereto.
(iii) A determination of stockholders of record entitled to
notice of or to vote at a meeting of stockholders shall apply to any
adjournment of the meeting; provided, however, that the board of
directors may fix a new record date for the adjourned meeting.
(b) In order that the Corporation may determine the stockholders
entitled to consent to corporate action in writing without a meeting, the board
of directors may fix a record date, which record date shall not precede the
date upon which the resolution fixing the record date is adopted by the board
of directors, and which date shall not be more than ten days after the date
upon which the resolution fixing the record date is adopted by the board of
directors. If no record date has been fixed by the board of directors, the
record date for determining stockholders entitled to consent to corporate
action in writing without a meeting, when no prior action by the board of
directors is required by law or these by-laws, shall be the first date on which
a signed written consent setting forth the action taken or proposed to be taken
is delivered to the Corporation by delivery to its registered office in the
State of Delaware, its principal place of business, or an officer or agent of
the Corporation having custody of the book in which proceedings of meetings of
stockholders are recorded.
4
<PAGE> 8
Delivery made to the Corporation's registered office in the State of Delaware,
principal place of business, or such officer or agent shall be by hand or by
certified or registered mail, return receipt requested. If no record date has
been fixed by the board of directors and prior action by the board of directors
is required by law or these by-laws, the record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting shall be at the close of business on the day on which the board of
directors adopts the resolution taking such prior action.
2.10 Conduct of Meeting. The Chairman of the Board, if such office
has been filled, and, if not or if the Chairman of the Board is absent or
otherwise unable to act, the President shall preside at all meetings of
stockholders. The Secretary shall keep the records of each meeting of
stockholders. In the absence or inability to act of any such officer, such
officer's duties shall be performed by the officer given the authority to act
for such absent or non- acting officer under these by-laws or by some person
appointed by the meeting.
2.11 Inspectors. The board of directors may, in advance of any
meeting of stockholders, appoint one or more inspectors to act at such meeting
or any adjournment thereof. If any of the inspectors so appointed shall fail
to appear or act, the chairman of the meeting shall, or if inspectors shall not
have been appointed, the chairman of the meeting may, appoint one or more
inspectors. Each inspector, before entering upon the discharge of his duties,
shall take and sign an oath faithfully to execute the duties of inspector at
such meeting with strict impartiality and according to the best of his ability.
The inspectors shall determine the number of shares of capital stock of the
Corporation outstanding and the voting power of each, the number of shares
represented at the meeting, the existence of a quorum, and the validity and
effect of proxies and shall receive votes, ballots, or consents, hear and
determine all challenges and questions arising in connection with the right to
vote, count and tabulate all votes, ballots, or consents, determine the
results, and do such acts as are proper to conduct the election or vote with
fairness to all stockholders. On request of the chairman of the meeting, the
inspectors shall make a report in writing of any challenge, request, or matter
determined by them and shall execute a certificate of any fact found by them.
No director or candidate for the office of director shall act as an inspector
of an election of directors. Inspectors need not be stockholders.
5
<PAGE> 9
ARTICLE THREE: DIRECTORS
3.1 Management. The business and property of the Corporation
shall be managed by the board of directors. Subject to the restrictions
imposed by law, the certificate of incorporation of the Corporation, or these
by-laws, the board of directors may exercise all the powers of the Corporation.
3.2 Number; Qualification; Election; Term. The number of
directors which shall constitute the entire board of directors shall be not
less than one. The first board of directors shall consist of the number of
directors named in the certificate of incorporation of the Corporation or, if
no directors are so named, shall consist of the number of directors elected by
the incorporator(s) at an organizational meeting or by unanimous written
consent in lieu thereof. Thereafter, within the limits above specified, the
number of directors which shall constitute the entire board of directors shall
be determined by resolution of the board of directors or by resolution of the
stockholders at the annual meeting thereof or at a special meeting thereof
called for that purpose. Except as otherwise required by law, the certificate
of incorporation of the Corporation, or these by-laws, the directors shall be
elected at an annual meeting of stockholders at which a quorum is present.
Directors shall be elected by a plurality of the votes of the shares present in
person or represented by proxy and entitled to vote on the election of
directors. Each director so chosen shall hold office until the first annual
meeting of stockholders held after his election and until his successor is
elected and qualified or, if earlier, until his death, resignation, or removal
from office. None of the directors need be a stockholder of the Corporation or
a resident of the State of Delaware. Each director must have attained the age
of majority.
3.3 Change in Number. No decrease in the number of directors
constituting the entire board of directors shall have the effect of shortening
the term of any incumbent director.
3.4 Removal. Except as otherwise provided in the certificate of
incorporation of the Corporation or these by-laws, at any meeting of
stockholders called expressly for that purpose, any director or the entire
board of directors may be removed, with or without cause, by a vote of the
holders of a majority of the shares then entitled to vote on the election of
directors; provided, however, that so long as stockholders have the right to
cumulate votes in the election of directors pursuant to the certificate of
incorporation of the Corporation, if less than the entire board of directors is
to be removed, no one of the directors may be removed if the votes cast against
his removal would be sufficient to elect him if then cumulatively voted at an
election of the entire board of directors.
6
<PAGE> 10
3.5 Vacancies. Vacancies and newly-created directorships
resulting from any increase in the authorized number of directors may be filled
by a majority of the directors then in office, though less than a quorum, or by
the sole remaining director, and each director so chosen shall hold office
until the first annual meeting of stockholders held after his election and
until his successor is elected and qualified or, if earlier, until his death,
resignation, or removal from office. If there are no directors in office, an
election of directors may be held in the manner provided by statute. If, at
the time of filling any vacancy or any newly-created directorship, the
directors then in office shall constitute less than a majority of the whole
board of directors (as constituted immediately prior to any such increase), the
Court of Chancery may, upon application of any stockholder or stockholders
holding at least 10% of the total number of the shares at the time outstanding
having the right to vote for such directors, summarily order an election to be
held to fill any such vacancies or newly-created directorships or to replace
the directors chosen by the directors then in office. Except as otherwise
provided in these by-laws, when one or more directors shall resign from the
board of directors, effective at a future date, a majority of the directors
then in office, including those who have so resigned, shall have the power to
fill such vacancy or vacancies, the vote thereon to take effect when such
resignation or resignations shall become effective, and each director so chosen
shall hold office as provided in these by-laws with respect to the filling of
other vacancies.
3.6 Meetings of Directors. The directors may hold their meetings
and may have an office and keep the books of the Corporation, except as
otherwise provided by statute, in such place or places within or without the
State of Delaware as the board of directors may from time to time determine or
as shall be specified in the notice of such meeting or duly executed waiver of
notice of such meeting.
3.7 First Meeting. Each newly elected board of directors may hold
its first meeting for the purpose of organization and the transaction of
business, if a quorum is present, immediately after and at the same place as
the annual meeting of stockholders, and no notice of such meeting shall be
necessary.
3.8 Election of Officers. At the first meeting of the board of
directors after each annual meeting of stockholders at which a quorum shall be
present, the board of directors shall elect the officers of the Corporation.
3.9 Regular Meetings. Regular meetings of the board of directors
shall be held at such times and places as shall be designated from time to time
by resolution of the board of directors. Notice of such regular meetings shall
not be required.
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<PAGE> 11
3.10 Special Meetings. Special meetings of the board of directors
shall be held whenever called by the Chairman of the Board, the President, or
any director.
3.11 Notice. The Secretary shall give notice of each special
meeting to each director at least 24 hours before the meeting. Notice of any
such meeting need not be given to any director who shall, either before or
after the meeting, submit a signed waiver of notice or who shall attend such
meeting without protesting, prior to or at its commencement, the lack of notice
to him. Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the board of directors need be specified in the
notice or waiver of notice of such meeting.
3.12 Quorum; Majority Vote. At all meetings of the board of
directors, a majority of the directors fixed in the manner provided in these
by-laws shall constitute a quorum for the transaction of business. If at any
meeting of the board of directors there be less than a quorum present, a
majority of those present or any director solely present may adjourn the
meeting from time to time without further notice. Unless the act of a greater
number is required by law, the certificate of incorporation of the Corporation,
or these by-laws, the act of a majority of the directors present at a meeting
at which a quorum is in attendance shall be the act of the board of directors.
At any time that the certificate of incorporation of the Corporation provides
that directors elected by the holders of a class or series of stock shall have
more or less than one vote per director on any matter, every reference in these
by-laws to a majority or other proportion of directors shall refer to a
majority or other proportion of the votes of such directors.
3.13 Procedure. At meetings of the board of directors, business
shall be transacted in such order as from time to time the board of directors
may determine. The Chairman of the Board, if such office has been filled, and,
if not or if the Chairman of the Board is absent or otherwise unable to act,
the President shall preside at all meetings of the board of directors. In the
absence or inability to act of either such officer, a chairman shall be chosen
by the board of directors from among the directors present. The Secretary of
the Corporation shall act as the secretary of each meeting of the board of
directors unless the board of directors appoints another person to act as
secretary of the meeting. The board of directors shall keep regular minutes of
its proceedings which shall be placed in the minute book of the Corporation.
3.14 Presumption of Assent. A director of the Corporation who is
present at the meeting of the board of directors at which action on any
corporate matter is taken shall be presumed to have assented to the action
unless his dissent shall be entered in the minutes of the meeting or unless he
shall file his written dissent to such action with the person acting as
secretary of the meeting before
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<PAGE> 12
the adjournment thereof or shall forward any dissent by certified or registered
mail to the Secretary of the Corporation immediately after the adjournment of
the meeting. Such right to dissent shall not apply to a director who voted in
favor of such action.
3.15 Compensation. The board of directors shall have the authority
to fix the compensation, including fees and reimbursement of expenses, paid to
directors for attendance at regular or special meetings of the board of
directors or any committee thereof; provided, that nothing contained herein
shall be construed to preclude any director from serving the Corporation in any
other capacity or receiving compensation therefor.
ARTICLE FOUR: COMMITTEES
4.1 Designation. The board of directors may, by resolution
adopted by a majority of the entire board of directors, designate one or more
committees.
4.2 Number; Qualification; Term. Each committee shall consist of
one or more directors appointed by resolution adopted by a majority of the
entire board of directors. The number of committee members may be increased or
decreased from time to time by resolution adopted by a majority of the entire
board of directors. Each committee member shall serve as such until the
earliest of (i) the expiration of his term as director, (ii) his resignation as
a committee member or as a director, or (iii) his removal as a committee member
or as a director.
4.3 Authority. Each committee, to the extent expressly provided
in the resolution establishing such committee, shall have and may exercise all
of the authority of the board of directors in the management of the business
and property of the Corporation except to the extent expressly restricted by
law, the certificate of incorporation of the Corporation, or these by-laws.
4.4 Committee Changes. The board of directors shall have the
power at any time to fill vacancies in, to change the membership of, and to
discharge any committee.
4.5 Alternate Members of Committees. The board of directors may
designate one or more directors as alternate members of any committee. Any
such alternate member may replace any absent or disqualified member at any
meeting of the committee. If no alternate committee members have been so
appointed to a committee or each such alternate committee member is absent or
disqualified, the member or members of such committee present at any meeting
and not disqualified from voting, whether or not he or they constitute a
quorum, may unanimously appoint another member of the board of directors to act
at the meeting in the place of any such absent or disqualified member.
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<PAGE> 13
4.6 Regular Meetings. Regular meetings of any committee may be
held without notice at such time and place as may be designated from time to
time by the committee and communicated to all members thereof.
4.7 Special Meetings. Special meetings of any committee may be
held whenever called by any committee member. The committee member calling any
special meeting shall cause notice of such special meeting, including therein
the time and place of such special meeting, to be given to each committee
member at least two days before such special meeting. Neither the business to
be transacted at, nor the purpose of, any special meeting of any committee need
be specified in the notice or waiver of notice of any special meeting.
4.8 Quorum; Majority Vote. At meetings of any committee, a
majority of the number of members designated by the board of directors shall
constitute a quorum for the transaction of business. If a quorum is not
present at a meeting of any committee, a majority of the members present may
adjourn the meeting from time to time, without notice other than an
announcement at the meeting, until a quorum is present. The act of a majority
of the members present at any meeting at which a quorum is in attendance shall
be the act of a committee, unless the act of a greater number is required by
law, the certificate of incorporation of the Corporation, or these by-laws.
4.9 Minutes. Each committee shall cause minutes of its
proceedings to be prepared and shall report the same to the board of directors
upon the request of the board of directors. The minutes of the proceedings of
each committee shall be delivered to the Secretary of the Corporation for
placement in the minute books of the Corporation.
4.10 Compensation. Committee members may, by resolution of the
board of directors, be allowed a fixed sum and expenses of attendance, if any,
for attending any committee meetings or a stated salary.
4.11 Responsibility. The designation of any committee and the
delegation of authority to it shall not operate to relieve the board of
directors or any director of any responsibility imposed upon it or such
director by law.
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ARTICLE FIVE: NOTICE
5.1 Method. Whenever by statute, the certificate of incorporation
of the Corporation, or these by-laws, notice is required to be given to any
committee member, director, or stockholder and no provision is made as to how
such notice shall be given, personal notice shall not be required and any such
notice may be given (a) in writing, by mail, postage prepaid, addressed to such
committee member, director, or stockholder at his address as it appears on the
books or (in the case of a stockholder) the stock transfer records of the
Corporation, or (b) by any other method permitted by law (including but not
limited to overnight courier service, telegram, telex, or telefax). Any notice
required or permitted to be given by mail shall be deemed to be delivered and
given at the time when the same is deposited in the United States mail as
aforesaid. Any notice required or permitted to be given by overnight courier
service shall be deemed to be delivered and given at the time delivered to such
service with all charges prepaid and addressed as aforesaid. Any notice
required or permitted to be given by telegram, telex, or telefax shall be
deemed to be delivered and given at the time transmitted with all charges
prepaid and addressed as aforesaid.
5.2 Waiver. Whenever any notice is required to be given to any
stockholder, director, or committee member of the Corporation by statute, the
certificate of incorporation of the Corporation, or these by-laws, a waiver
thereof in writing signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be equivalent to the
giving of such notice. Attendance of a stockholder, director, or committee
member at a meeting shall constitute a waiver of notice of such meeting, except
where such person attends for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called or convened.
ARTICLE SIX: OFFICERS
6.1 Number; Titles; Term of Office. The officers of the
Corporation shall be a President, a Secretary, and such other officers as the
board of directors may from time to time elect or appoint, including a Chairman
of the Board, one or more Vice Presidents (with each Vice President to have
such descriptive title, if any, as the board of directors shall determine), and
a Treasurer. Each officer shall hold office until his successor shall have
been duly elected and shall have qualified, until his death, or until he shall
resign or shall have been removed in the manner hereinafter provided. Any two
or more offices may be held by the same person. None of the officers need be a
stockholder or a director of the Corporation or a resident of the State of
Delaware.
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6.2 Removal. Any officer or agent elected or appointed by the
board of directors may be removed by the board of directors whenever in its
judgment the best interest of the Corporation will be served thereby, but such
removal shall be without prejudice to the contract rights, if any, of the
person so removed. Election or appointment of an officer or agent shall not of
itself create contract rights.
6.3 Vacancies. Any vacancy occurring in any office of the
Corporation (by death, resignation, removal, or otherwise) may be filled by the
board of directors.
6.4 Authority. Officers shall have such authority and perform
such duties in the management of the Corporation as are provided in these
by-laws or as may be determined by resolution of the board of directors not
inconsistent with these by-laws.
6.5 Compensation. The compensation, if any, of officers and
agents shall be fixed from time to time by the board of directors; provided,
however, that the board of directors may delegate the power to determine the
compensation of any officer and agent (other than the officer to whom such
power is delegated) to the Chairman of the Board or the President.
6.6 Chairman of the Board. The Chairman of the Board, if elected
by the board of directors, shall have such powers and duties as may be
prescribed by the board of directors. Such officer shall preside at all
meetings of the stockholders and of the board of directors. Such officer may
sign all certificates for shares of stock of the Corporation.
6.7 President. The President shall be the chief executive officer
of the Corporation and, subject to the board of directors, he shall have
general executive charge, management, and control of the properties and
operations of the Corporation in the ordinary course of its business, with all
such powers with respect to such properties and operations as may be reasonably
incident to such responsibilities. If the board of directors has not elected a
Chairman of the Board or in the absence or inability to act of the Chairman of
the Board, the President shall exercise all of the powers and discharge all of
the duties of the Chairman of the Board. As between the Corporation and third
parties, any action taken by the President in the performance of the duties of
the Chairman of the Board shall be conclusive evidence that there is no
Chairman of the Board or that the Chairman of the Board is absent or unable to
act.
6.8 Vice Presidents. Each Vice President shall have such powers
and duties as may be assigned to him by the board of directors, the Chairman of
the Board, or the President, and (in order of their seniority as determined by
the board of directors or, in the absence of such determination, as determined
by the
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<PAGE> 16
length of time they have held the office of Vice President) shall exercise the
powers of the President during that officer's absence or inability to act. As
between the Corporation and third parties, any action taken by a Vice President
in the performance of the duties of the President shall be conclusive evidence
of the absence or inability to act of the President at the time such action was
taken.
6.9 Treasurer. The Treasurer shall have custody of the
Corporation's funds and securities, shall keep full and accurate account of
receipts and disbursements, shall deposit all monies and valuable effects in
the name and to the credit of the Corporation in such depository or
depositories as may be designated by the board of directors, and shall perform
such other duties as may be prescribed by the board of directors, the Chairman
of the Board, or the President.
6.10 Assistant Treasurers. Each Assistant Treasurer shall have
such powers and duties as may be assigned to him by the board of directors, the
Chairman of the Board, or the President. The Assistant Treasurers (in the
order of their seniority as determined by the board of directors or, in the
absence of such a determination, as determined by the length of time they have
held the office of Assistant Treasurer) shall exercise the powers of the
Treasurer during that officer's absence or inability to act.
6.11 Secretary. Except as otherwise provided in these by-laws, the
Secretary shall keep the minutes of all meetings of the board of directors and
of the stockholders in books provided for that purpose, and he shall attend to
the giving and service of all notices. He may sign with the Chairman of the
Board or the President, in the name of the Corporation, all contracts of the
Corporation and affix the seal of the Corporation thereto. He may sign with
the Chairman of the Board or the President all certificates for shares of stock
of the Corporation, and he shall have charge of the certificate books, transfer
books, and stock papers as the board of directors may direct, all of which
shall at all reasonable times be open to inspection by any director upon
application at the office of the Corporation during business hours. He shall
in general perform all duties incident to the office of the Secretary, subject
to the control of the board of directors, the Chairman of the Board, and the
President.
6.12 Assistant Secretaries. Each Assistant Secretary shall have
such powers and duties as may be assigned to him by the board of directors, the
Chairman of the Board, or the President. The Assistant Secretaries (in the
order of their seniority as determined by the board of directors or, in the
absence of such a determination, as determined by the length of time they have
held the office of Assistant Secretary) shall exercise the powers of the
Secretary during that officer's absence or inability to act.
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<PAGE> 17
ARTICLE SEVEN: CERTIFICATES AND STOCKHOLDERS
7.1 Certificates for Shares. Certificates for shares of stock of
the Corporation shall be in such form as shall be approved by the board of
directors. The certificates shall be signed by the Chairman of the Board or
the President or a Vice President and also by the Secretary or an Assistant
Secretary or by the Treasurer or an Assistant Treasurer. Any and all
signatures on the certificate may be a facsimile and may be sealed with the
seal of the Corporation or a facsimile thereof. If any officer, transfer
agent, or registrar who has signed, or whose facsimile signature has been
placed upon, a certificate has ceased to be such officer, transfer agent, or
registrar before such certificate is issued, such certificate may be issued by
the Corporation with the same effect as if he were such officer, transfer
agent, or registrar at the date of issue. The certificates shall be
consecutively numbered and shall be entered in the books of the Corporation as
they are issued and shall exhibit the holder's name and the number of shares.
7.2 Replacement of Lost or Destroyed Certificates. The board of
directors may direct a new certificate or certificates to be issued in place of
a certificate or certificates theretofore issued by the Corporation and alleged
to have been lost or destroyed, upon the making of an affidavit of that fact by
the person claiming the certificate or certificates representing shares to be
lost or destroyed. When authorizing such issue of a new certificate or
certificates the board of directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost or destroyed
certificate or certificates, or his legal representative, to advertise the same
in such manner as it shall require and/or to give the Corporation a bond with a
surety or sureties satisfactory to the Corporation in such sum as it may direct
as indemnity against any claim, or expense resulting from a claim, that may be
made against the Corporation with respect to the certificate or certificates
alleged to have been lost or destroyed.
7.3 Transfer of Shares. Shares of stock of the Corporation shall
be transferable only on the books of the Corporation by the holders thereof in
person or by their duly authorized attorneys or legal representatives. Upon
surrender to the Corporation or the transfer agent of the Corporation of a
certificate representing shares duly endorsed or accompanied by proper evidence
of succession, assignment, or authority to transfer, the Corporation or its
transfer agent shall issue a new certificate to the person entitled thereto,
cancel the old certificate, and record the transaction upon its books.
7.4 Registered Stockholders. The Corporation shall be entitled to
treat the holder of record of any share or shares of stock as the holder in
fact thereof and, accordingly, shall not be bound to recognize any equitable or
other claim to or interest in
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such share or shares on the part of any other person, whether or not it shall
have express or other notice thereof, except as otherwise provided by law.
7.5 Regulations. The board of directors shall have the power and
authority to make all such rules and regulations as they may deem expedient
concerning the issue, transfer, and registration or the replacement of
certificates for shares of stock of the Corporation.
7.6 Legends. The board of directors shall have the power and
authority to provide that certificates representing shares of stock bear such
legends as the board of directors deems appropriate to assure that the
Corporation does not become liable for violations of federal or state
securities laws or other applicable law.
ARTICLE EIGHT: MISCELLANEOUS PROVISIONS
8.1 Dividends. Subject to provisions of law and the certificate
of incorporation of the Corporation, dividends may be declared by the board of
directors at any regular or special meeting and may be paid in cash, in
property, or in shares of stock of the Corporation. Such declaration and
payment shall be at the discretion of the board of directors.
8.2 Reserves. There may be created by the board of directors out
of funds of the Corporation legally available therefor such reserve or reserves
as the directors from time to time, in their discretion, consider proper to
provide for contingencies, to equalize dividends, or to repair or maintain any
property of the Corporation, or for such other purpose as the board of
directors shall consider beneficial to the Corporation, and the board of
directors may modify or abolish any such reserve in the manner in which it was
created.
8.3 Books and Records. The Corporation shall keep correct and
complete books and records of account, shall keep minutes of the proceedings of
its stockholders and board of directors and shall keep at its registered office
or principal place of business, or at the office of its transfer agent or
registrar, a record of its stockholders, giving the names and addresses of all
stockholders and the number and class of the shares held by each.
8.4 Fiscal Year. The fiscal year of the Corporation shall be
fixed by the board of directors; provided, that if such fiscal year is not
fixed by the board of directors and the selection of the fiscal year is not
expressly deferred by the board of directors, the fiscal year shall be the
calendar year.
8.5 Seal. The seal of the Corporation shall be such as from time
to time may be approved by the board of directors.
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<PAGE> 19
8.6 Resignations. Any director, committee member, or officer may
resign by so stating at any meeting of the board of directors or by giving
written notice to the board of directors, the Chairman of the Board, the
President, or the Secretary. Such resignation shall take effect at the time
specified therein or, if no time is specified therein, immediately upon its
receipt. Unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
8.7 Securities of Other Corporations. The Chairman of the Board,
the President, or any Vice President of the Corporation shall have the power
and authority to transfer, endorse for transfer, vote, consent, or take any
other action with respect to any securities of another issuer which may be held
or owned by the Corporation and to make, execute, and deliver any waiver,
proxy, or consent with respect to any such securities.
8.8 Telephone Meetings. Stockholders (acting for themselves or
through a proxy), members of the board of directors, and members of a committee
of the board of directors may participate in and hold a meeting of such
stockholders, board of directors, or committee by means of a conference
telephone or similar communications equipment by means of which persons
participating in the meeting can hear each other, and participation in a
meeting pursuant to this section shall constitute presence in person at such
meeting, except where a person participates in the meeting for the express
purpose of objecting to the transaction of any business on the ground that the
meeting is not lawfully called or convened.
8.9 Action Without a Meeting. (a) Unless otherwise provided in
the certificate of incorporation of the Corporation, any action required by the
Delaware General Corporation Law to be taken at any annual or special meeting
of the stockholders, or any action which may be taken at any annual or special
meeting of the stockholders, may be taken without a meeting, without prior
notice, and without a vote, if a consent or consents in writing, setting forth
the action so taken, shall be signed by the holders (acting for themselves or
through a proxy) of outstanding stock having not less than the minimum number
of votes that would be necessary to authorize or take such action at a meeting
at which the holders of all shares entitled to vote thereon were present and
voted and shall be delivered to the Corporation by delivery to its registered
office in the State of Delaware, its principal place of business, or an officer
or agent of the Corporation having custody of the book in which proceedings of
meetings of stockholders are recorded. Every written consent of stockholders
shall bear the date of signature of each stockholder who signs the consent and
no written consent shall be effective to take the corporate action referred to
therein unless, within sixty days of the earliest dated consent delivered in
the manner required by this Section 8.9(a) to the Corporation, written consents
signed by a sufficient number of holders to take action are delivered to the
Corporation by delivery
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<PAGE> 20
to its registered office in the State of Delaware, its principal place of
business, or an officer or agent of the Corporation having custody of the book
in which proceedings of meetings of stockholders are recorded. Delivery made
to the Corporation's registered office, principal place of business, or such
officer or agent shall be by hand or by certified or registered mail, return
receipt requested.
(b) Unless otherwise restricted by the certificate of incorporation
of the Corporation or by these by-laws, any action required or permitted to be
taken at a meeting of the board of directors, or of any committee of the board
of directors, may be taken without a meeting if a consent or consents in
writing, setting forth the action so taken, shall be signed by all the
directors or all the committee members, as the case may be, entitled to vote
with respect to the subject matter thereof, and such consent shall have the
same force and effect as a vote of such directors or committee members, as the
case may be, and may be stated as such in any certificate or document filed
with the Secretary of State of the State of Delaware or in any certificate
delivered to any person. Such consent or consents shall be filed with the
minutes of proceedings of the board or committee, as the case may be.
8.10 Invalid Provisions. If any part of these by-laws shall be
held invalid or inoperative for any reason, the remaining parts, so far as it
is possible and reasonable, shall remain valid and operative.
8.11 Mortgages, etc. With respect to any deed, deed of trust,
mortgage, or other instrument executed by the Corporation through its duly
authorized officer or officers, the attestation to such execution by the
Secretary of the Corporation shall not be necessary to constitute such deed,
deed of trust, mortgage, or other instrument a valid and binding obligation
against the Corporation unless the resolutions, if any, of the board of
directors authorizing such execution expressly state that such attestation is
necessary.
8.12 Headings. The headings used in these by-laws have been
inserted for administrative convenience only and do not constitute matter to be
construed in interpretation.
8.13 References. Whenever herein the singular number is used, the
same shall include the plural where appropriate, and words of any gender should
include each other gender where appropriate.
8.14 Amendments. These by-laws may be altered, amended, or
repealed or new by-laws may be adopted by the stockholders or by the board of
directors at any regular meeting of the stockholders or the board of directors
or at any special meeting of the stockholders or the board of directors if
notice of such
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<PAGE> 21
alteration, amendment, repeal, or adoption of new by-laws be contained in the
notice of such special meeting.
The undersigned, the Secretary of the Corporation, hereby certifies
that the foregoing by-laws were adopted by unanimous consent by the directors
of the Corporation as of September 29, 1994.
/s/ MARY GARNER
-----------------------------------------
Mary Garner, Secretary
18
<PAGE> 1
NO. 00000 SHARES
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT
AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
ANY STATE SECURITIES LAWS. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY NOT BE
SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED AT ANY TIME WHATSOEVER,
EXCEPT UPON DELIVERY TO THE CORPORATION OF AN OPINION OF COUNSEL THAT
REGISTRATION IS NOT REQUIRED FOR SUCH TRANSFER AND/OR THE SUBMISSION TO THE
CORPORATION OF SUCH OTHER EVIDENCE AS MAY BE SATISFACTORY TO THE CORPORATION TO
THE EFFECT THAT ANY SUCH TRANSFER WILL NOT BE IN VIOLATION OF THE SECURITIES ACT
OF 1933, AS AMENDED, AND/OR APPLICABLE STATE SECURITIES LAWS AND/OR ANY RULE OR
REGULATION PROMULGATED THEREUNDER.
THE CORPORATION IS AUTHORIZED TO ISSUE SHARES OF MORE THAN ONE CLASS OR SERIES
OF STOCK. A FULL STATEMENT OF ALL THE DESIGNATIONS, PREFERENCES, LIMITATIONS
AND RELATIVE RIGHTS OF THE SHARES OF EACH CLASS OR SERIES TO THE EXTENT THEY
HAVE BEEN FIXED AND DETERMINED IS ON FILE IN THE OFFICE OF THE SECRETARY OF
STATE OF DELAWARE AND THE CORPORATION WILL FURNISH A COPY OF SUCH STATEMENT TO
THE RECORD HOLDER OF THIS CERTIFICATE WITHOUT CHARGE ON WRITTEN REQUEST TO THE
CORPORATION AT ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE.
Organized Under the Laws of the State of Delaware
CHAMPION COMMUNICATION SERVICES, INC.
Common Stock
Authorized Shares 20,000,000 Par Value $.01
This certifies that CUSIP 157901 10 9
is the registered holder of Shares
of the fully paid and non-assessable Capital Stock of
CHAMPION COMMUNICATION SERVICES, INC.
transferable only on the books of the Corporation by the holder hereof in person
or by Attorney upon surrender of this Certificate properly endorsed.
In Witness Whereof, the said Corporation has caused this Certificate to be
signed by its duly authorized officers this 24th day of September A.D. 1996.
Countersigned and Registered Toronto /s/Mary F. Garner
EQUITY TRANSFER SERVICES, INC. Secretary
Transfer Agent and Registrar
/s/Albert F. Richmond
Chairman
[SPECIMEN]
By:
-------------------------
Authorized Officer
The Shares evidenced by this Certificate are transferable at the Principal
Office of Equity Transfer Services Inc., Toronto
<PAGE> 2
For Value Received, ____________ hereby sell, assign and transfer unto
---------------------------------------------------
PLEASE INSERT SOCIAL INSURANCE NUMBER OF TRANSFEREE
---------------------------------------------------
________________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF TRANSFEREE
________________________________________________________________________________
________________________________________________________________________________
_________________________________________________________________________ Shares
of the Capital Stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
______________________________________________________________________ Attorney,
to transfer the said Stock on the Books of the within named Corporation, with
full power of substitution in the premises.
Dated ______________ 19
______________________________
In the presence of
______________________________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT
ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.
[SPECIMEN]
<PAGE> 1
OFFER TO BUY AND BILL OF SALE AGREEMENT
This Offer to Buy and Bill of Sale Agreement ("Agreement") is made and
entered into as of the Agreement Date (defined in Paragraph 1 below) by and
between Motorola, Inc. a Delaware corporation, having an office at 1301 East
Algonquin Road, Schaumburg, Illinois 60196 ("Motorola"), and Champion
Communication Services, Inc., a Delaware corporation with its principal office
at 1111 Bagby, Suite 2121, Houston, Texas 77002 ("Buyer"). Motorola and Buyer
will sometimes be referred to collectively as the "Parties."
Motorola and Buyer agree as follows:
BACKGROUND FACTS
A. Motorola has been engaged in providing community repeater ("CR")
communication service to one or more users of that type of communications
service in a multi-state area.
B. Buyer desires to make an offer to purchase the Base Station assets of
Motorola that are listed in Exhibit A ("Property"). This document constitutes
Buyer's offer to purchase the Property and, if accepted by Motorola in
accordance with Paragraph 1 below, this document will constitute the Offer to
Buy and Bill of Sale Agreement between Buyer and Motorola whereby Buyer will
purchase the Property from Motorola.
OFFER TO PURCHASE TERMS AND CONDITIONS
1. (a) Buyer knows that Motorola may receive other offers to purchase
the Property from other potential purchasers. Buyer acknowledges that until
Motorola enters into a legally binding contract to sell the Property, Motorola
reserves the right, in its sole discretion, to reject or disregard, now or at
anytime in the future, each or any offer to purchase the Property that Motorola
receives from any prospective purchaser, including Buyer.
<PAGE> 2
(b) When the Schaumburg, Illinois office of the General Manager of
Motorola's U.S. Domestic Network Services Division ("General Manager") has in
hand an original of this Agreement that has been executed by Buyer, that
document shall constitute an offer by Buyer to purchase the Property from
Motorola. That document shall not become a binding contract between Buyer and
Motorola until the date, if any, Buyer receives from the General Manager's
Office a fully executed copy of the Agreement that has been signed and duly
accepted by the General Manager ("Agreement Date"). No act or omission by
Motorola which occurs prior to the Agreement Date can be characterized by
anyone to either constitute acceptance of this Agreement by Motorola or
otherwise create a claim in anyone related in any way to the subject matter of
this Agreement.
2. (a) For and in consideration of Buyer's payment of the amount set
forth in paragraph 3 below, Motorola agrees to sell to Buyer the Property
listed on Exhibit A. The closing for the purchase and sale of the Property (the
"Closing") shall be held on November 1, 1994, or on such later date as the
Parties shall mutually agree in writing (the "Closing Date"). If the Closing
does not occur on or before the Closing Date, for any reason other than the
breach of this Agreement by Buyer, then, within fifteen (15) business days
after the Closing Date, Motorola shall return the Deposit (as defined below) to
the Buyer.
(b) On the Closing Date, Motorola will deliver to Buyer good and
marketable title to the Property, free and clear of all liens and encumbrances,
charges or title retention, or other security arrangements.
3. As full payment for the Property, Buyer shall pay Motorola an amount
equal to the sum of Four Million, Six Hundred Ninety-Five Thousand and No/100
Dollars ($4,695,000.00) (the "Purchase Price"). Within seven (7) days after the
Agreement Date, Buyer shall pay Motorola a deposit (the "Deposit") of Five
Percent (5.0%) of the Purchase Price; that is, Two Hundred Thirty-Four
Thousand, Seven Hundred Fifty and No/100 Dollars ($234,750.00), in cash by
certified check. At the Closing, Buyer shall pay Motorola the remainder of the
Purchase Price, that is, Four Million, Four Hundred Sixty Thousand, Two Hundred
Fifty and No/100 Dollars ($4,460,250.00), in cash by certified check. That
payment at the Closing shall be a condition precedent to Motorola's obligation
to sell and deliver the Property to Buyer on the Closing Date.
2
<PAGE> 3
4. All property is sold F.O.B. its current physical location (e.g. antenna
site) as of the Closing Date. Buyer is responsible for all costs and
arrangements associated with transferring the Property to Buyer, including, if
applicable, dismantling the Property (including labor and material), and
loading, transporting, and removing it from the F.O.B. point. Buyer assumes
sole responsibility for safety in securing the load(s), and for clearing up any
debris generated by Buyer's actions in loading or removing the Property from
F.O.B. point.
5. Buyer shall comply with all federal, state, local, and OSHA regulations.
While at any Motorola site, Buyer shall comply with all Motorola's rules which
may be imposed from time to time, provided a copy of such rules were provided
Buyer, in writing, upon or prior to the Agreement Date.
6. (a) WITH THE EXCEPTION OF THE WARRANTY OF TITLE STATED IN PARAGRAPH
2B ABOVE, MOTOROLA SELLS ALL OF THE PROPERTY "AS IS - WHERE IS," AND MAKES NO
GUARANTY, WARRANTY, REPRESENTATION, EXPRESS OR IMPLIED, AS TO CHARACTER,
QUALITY, CONDITION, WEIGHT, SIZE, OR DESCRIPTION OF ANY PROPERTY, ITS
MERCHANTABILITY, ITS FITNESS FOR ANY USE OR PURPOSE, OR OTHERWISE.
(b) BUYER AGREES THAT FULL OPPORTUNITY WAS GIVEN TO MAKE
INSPECTION OF THE PROPERTY AT BUYER'S SOLE EXPENSE. FAILURE TO INSPECT WILL NOT
CONSTITUTE GROUNDS FOR ANY CLAIMS AGAINST MOTOROLA OR ITS ASSIGNS. BUYER
ACKNOWLEDGES THAT A USER SUMMARY MAY CONTAIN ERRORS AND OMISSIONS.
(c) MOTOROLA MAKES NO REPRESENTATION OR WARRANTY ABOUT THE PAST
PROFITABILITY OR LOSSES OR REVENUE OR EXPENSES IN THE BUSINESS OPERATION WHICH
USED THE PROPERTY, AND MOTOROLA ALSO MAKES NO REPRESENTATION OR WARRANTY ABOUT
THE POSSIBLE CONTRIBUTION (OR LACK OF IT) THAT ANY OR ALL OF THE PROPERTY
(INCLUDING, WITHOUT LIMITATION, EACH USER SUMMARY OR ANY INFORMATION MOTOROLA
PROVIDES WHICH RELATES IN ANY WAY TO A USER
3
<PAGE> 4
SUMMARY) MIGHT MAKE TO BUYER'S REVENUE, EXPENSES, PROFITABILITY OR LOSSES
SHOULD BUYER USE THE PROPERTY IN A SIMILAR BUSINESS ENTERPRISE OR OTHERWISE.
7. Buyer agrees that Motorola will not be required to make available any
documentation, reports, drawings, or instruction manuals of the Property.
8. The purchase price set forth in Paragraph 3 herein is exclusive of, and
Buyer shall be responsible for, all taxes (other than state or federal income
taxes or other taxes on capital gains), levies, assessments, and the like
arising out of, or in any way connected with, this Agreement or the sale,
dismantling, loading, transportation, removal, possession, or use of the
Property.
9. Risk of loss, damage or destruction of the Property or any part thereof
from any cause shall be upon Motorola until the Closing. In the event the
Property or any material part thereof is lost, damaged or destroyed when the
risk of loss is upon Motorola, Buyer shall have the right to terminate this
Agreement by written notice to Motorola and upon such termination, there shall
be no further liability on the part of either party under this Agreement,
except that, within fifteen (15) business days after such termination, Motorola
shall return the Deposit to Buyer. However, if only a portion (i.e. less than
fifty percent (50%) of the total value of the Property) of the Property is
lost, damaged or destroyed as aforesaid, Buyer will be obligated to consummate
the purchase of the remaining Property and the value of the Property that is
lost, damaged or destroyed shall be deducted from the purchase price.
Notwithstanding the foregoing, if the Property is damaged or destroyed as a
direct result of the negligence of Buyer, Buyer shall, at Motorola's option,
repair or replace the damaged or destroyed Property.
10. (a) Buyer acknowledges that Motorola does not warrant that any of
the current users of any Property reflected in any User Summary or otherwise
will continue to use, now or in the future, any Property being purchased by
Buyer. Likewise, Motorola makes no representation that any CR communication
service user agreement between Motorola and any CR user will be assigned to
Buyer or continued in force for any time period whatsoever.
4
<PAGE> 5
(b) Buyer also acknowledges that Motorola has not made any
representation of any kind regarding Buyer's potential costs of CR operation or
use or future availability of antenna sites that may relate in any way to
Buyer's use of any Property. In that regard, Buyer understands that this
Agreement does not now and will not at anytime in the future, create in Buyer
any right, title or interest in or any claim whatsoever to any antenna site
where any item of Property to be sold may be located.
11. (a) Motorola shall be excused for any delay in performance due to
acts of God, war, riot, insurrection, fires, floods, strikes, differences with
workers, or other circumstances or cause beyond the control of Motorola in
reasonable conduct of its business. However, if Motorola claims excuse from its
obligation to transfer the Property to Buyer at the Closing, and the Closing has
not occurred on or prior to thirty (30) days after the Closing Date, as
designated herein or hereunder (the "Extension Date"), then after the Extension
Date, Buyer shall have the continuing right to cancel this Agreement upon
written notice to Motorola ("Cancellation Notice"). Within ten (10) business
days after receipt of any Cancellation Notice from Buyer, Motorola shall return
the Deposit to Buyer.
(b) IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INCIDENTAL OR
CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.
12. Within fifteen (15) days after the Closing Date, Motorola shall notify
each current user of each item of Property that (a) the Closing has occurred,
(b) the item of Property being used by the user is owned by Buyer as of the
Closing Date, and (c) all future correspondence and dealings respecting the
Property should be directed to the Buyer. Where a current owner of an item of
Property has paid Motorola user fees in advance for periods following the
Closing Date, Motorola shall rebate such unused portions of such fees to the
user within thirty (30) days after the Closing Date.
5
<PAGE> 6
13. There are no understandings between the Parties as to the subject matter
of this Agreement other than as set forth herein. All previous communications
about the subject matter of this Agreement, either oral or written, are hereby
abrogated and withdrawn, and this Agreement constitutes the entire agreement
between the Parties. No terms, conditions, understandings, or agreements
purporting to modify or vary the terms of this document shall be binding unless
hereafter made in writing and signed by both Parties. Buyer may not assign this
Agreement or any of its interest or rights under this Agreement without
Motorola's prior written consent. Buyer acknowledges that this Agreement does
not affect in any way, any other contract for Motorola products or services
between Buyer and Motorola, if any, and it does not create any express or
implied obligations on Motorola to establish any other contractual relationships
with Buyer.
14. THIS AGREEMENT IS DEEMED BY THE PARTIES TO HAVE BEEN ENTERED INTO IN
ILLINOIS; AND THIS AGREEMENT INTERPRETATION, CONSTRUCTION AND THE RIGHTS, DUTIES
AND REMEDIES FOR ITS ENFORCEMENT OR BREACH ARE TO BE DECIDED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF ILLINOIS. THIS AGREEMENT SHALL BE BINDING UPON AND
INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS, AND
ASSIGNS, AND MAY BE EXECUTED IN TWO OR MORE DUPLICATE ORIGINALS, EACH OF WHICH
SHALL TOGETHER CONSTITUTE ONE AND THE SAME AGREEMENT.
15. The invalidity or unenforceability of any provision hereof shall in no
way affect the validity or enforceability of any other provisions hereof.
16. The following exhibits are attached hereto and incorporated into this
Agreement by this reference:
A. Detailed List of Base Station Assets; User Summary(s)
6
<PAGE> 7
17. BUYER'S OBLIGATIONS UNDER THIS CONTRACT ARE SUBJECT IN ALL RESPECTS
TO THE PRIOR OCCURRENCE OF THE FOLLOWING:
A. Completion of due diligence review and inspection,
satisfactory to Buyer, of the communication equipment listed on Exhibit A, and
of Motorola's ability to deliver title to such equipment pursuant to
Article 2(a) at closing in accordance with this Agreement.
B. Buyer obtaining financing for the purchase of the Property
satisfactory to Buyer.
Failure to close the purchase and sale of the Property prior to the
Closing Date for failure to fulfill either of the foregoing conditions shall
not be considered a breach of this Agreement by Buyer.
Each of the Parties to this Agreement have executed this Agreement on
the execution dates shown below. The Parties agree that the effective date of
this Agreement shall be the Agreement Date.
CHAMPION COMMUNICATION SERVICES, INC. MOTOROLA, INC.
Champion Motorola
Execution Date: August 15, 1994 Execution Date: September 14, 1994
---------------- -------------------
By: /s/ ALBERT F. RICHMOND By: /s/ JOE VESTAL
----------------------------- -------------------------------
Albert F. Richmond Joe Vestal, V.P., General Manager
Chief Executive Officer U.S. Domestic Network Services Div.
By: /s/ MARY GARNER
-----------------------------
Corporate Secretary/Witness
(as application)
7
<PAGE> 8
EXHIBIT A - TO OFFER TO BUY AND BILL OF SALE AGREEMENT
List of Community Repeater Assets - Arkansas
Buyer Initials: /s/ ILLEGIBLE
----------
Motorola Initials: /s/ ILLEGIBLE
----------
<TABLE>
<CAPTION>
CR AS/CR COUNTY ASSET MODEL
NAME ST P & L P & L'S COAM # #
- - ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
AUGUSTA, AR NO. 1 Ar 01839C 01227A/01839C WOODRUFF Z26701 C64RCB6105AY
BATESVILLE, AR NO.01 AR 01928C 01423A/01928C INDEPENDENCE Z20641 C64RCB3105AY
BENTON, AR NO.1 AR 00110C 01358A/00110C PULASKI Z21119 C64RCB6105AY
BLOWOUT MNT., AR NO.01 AR 01896C 01621A/01896C GARLAND Z36813 C71RCB3105DT
BLYTHEVILLE, AR NO.01 AR 01898C 01376A/01898C MISSISSIPPI Z24641 C64RCB3105AY
BLYTHEVILLE, AR NO.02 AR 01899C 01588A/01899C MISSISSIPPI Z34570 C64RCB3105AY
CAMDEN, AR NO.02 AR 01933C 01191A/01933C * OUCHITA Z31217 C64RCB6105AY
CENTER POINT, AR NO.1 AR 02000C 01363A/02000C BOWIE Z28042 C64RCB3105AY
CENTER POINT, AR NO.2 AR 02001C 01363A/02001C BOWIE Z29623 C64RCB3105DT
CONWAY, AR NO.01 AR 01978C 01168A/01978C FAULKNER Z20088 C64RCB6105AY
DEWITT, AR, NO.01 AR 02082C 01225A/02082C ARKANSAS Z26707 C64RCB6105AY
DUMAS, AR NO.01 AR 02076C 01199A/02076C DESHA Z20889 C64RCB6105AY
EAGLE MOUNTAIN, AR NO.01 AR 02104C 01532A/02104C GARLAND Z26703 C71RCB3105DT
EL DORADO, AR NO.1 AR 02090C 01403A/02090C UNION Z60009 C74CLB7105AY
ENGLAND, AR NO.01 AR 02105C 01244A/02105C CONOKE Z26700 C64RCB6105AY
FORREST CITY, AR NO.02 AR 02144C 01109A/02144C * ST. FRANCIS Z26715 C64RCB6105AY
FORREST CITY, AR NO.03 AR 02145C 01109A/02145C * ST. FRANCIS Z28005 C64RCB6105AY
FT. SMITH AR NO.01 AR 02146C 04194A/02146C LAFLORE Z26711 C64RCB6105AY
FT. SMITH AR NO.02 AR 02147C 04194A/02147C LAFLORE Z17945 C64RCB3105AY
FT. SMITH AR NO.3 AR 02148C 01407A/02148C SEBASTIAN Z22684 C64RCB6105AY
FT. SMITH AR NO.4 AR 02149C 01189A/02149C SEBASTIAN Z28008 C64RCB6105AY
FT. SMITH AR NO.6 AR 02151C 01251A/02151C SEBASTIAN Z34527 C64RCB3105AY
FT. SMITH AR NO.7 AR 02152C 01251A/02152C SEBASTIAN Z34589 C64RCB3105AY
FT. SMITH AR NO.8 AR 02153C 01613A/02153C SEBASTIAN Z36808 C64RCB3105AY
FT. SMITH AR NO.9 AR 02154C 01251A/02154C SEBASTIAN Z36852 C64RCB3105AY
GILLETT, AR NO.01 AR 02170C 01281A/02170C ARKANSAS Z39860 C74CLB7105AY
GRADY, AR NO.01 AR 02176C 01107A/02176C LINCOLN Z23273 C64RCB6105AY
HAMBURG, AR NO.01 AR 02210C 01450A/02210C ASHLEY Z29660 C64RCB6105AY
HARRISBURG, AR NO.01 AR 02223C 01220A/02223C POINSETT Z22718 C64RCB6105AY
HAZEN, AR NO.01 AR 02197C 01128A/02197C PRAIRIE Z29617 C64RCB6105AY
HOPE, AR NO.01 AR 00114C 01539A/00114C HEMPSTEAD Z21104 C64RCB3105AY
HOT SPRINGS, AR NO.01 AR 02230C 01534A/02230C * GARLAND Z48050 C74CLB7105AY
HOT SPRINGS, AR NO.03 AR 02232C 01534A/02232C * GARLAND Z22720 C64RCB6105AY
HOT SPRINGS, AR NO.04 AR 02233C 01534A/02233C * GARLAND Z26723 C64RCB6105AY
HOT SPRINGS, AR NO.05 AR 02234C 01534A/02234C * GARLAND Z31231 C64RCB3105AY
JACK MOUNTAIN, AR NO.01 AR 02247C 01535A/02247C GARLAND Z24639 C71RCB3105DT
JONESBORO, AR NO.01 AR 02254C 01236A/02254C * CRAIGHEAD Z14016 MOOR
LAKE VILLAGE, AR NO.01 AR 02339C 01267A/02339C CHICOT Z22654 C64RCB6105AY
LITTLE ROCK, AR NO.01 AR 02325C 00102A/02325C * PULASKI Z14633 C64RCB7105
LITTLE ROCK, AR NO.02 AR 02326C 00102A/02326C * PULASKI Z15774 C74MSY3101BY
</TABLE>
<TABLE>
<CAPTION>
CR SERIAL TX LATITUDE LONGITUDE ANT ELEV
NAME NO. FREQ HEIGHT
- - --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
AUGUSTA, AR NO.1 201CDE0987 463.350 35-17-50 91-21-00 150' 225'
BATESVILLE, AR NO.01 TA150K 463.600 35-42-15 91-47-14 160' 1200'
BENTON, AR NO.1 TA114V 464.225 34-47-53 92-29-57 140' 1068'
BLOWOUT MNT., AR NO.01 301CHG0088 48.6000 34-33-56 93-04-48 440' 1160'
BLYTHEVILLE, AR NO.01 201CCY0775 461.625 35-50-42 90-04-58 198' 238'
BLYTHEVILLE, AR NO.02 201CGU0459 463.400 35-54-38 89-54-45 180' 250'
CAMDEN, AR NO.02 201CFJ0320 464.450 33-34-30 92-50-14 458' 200'
CENTER POINT, AR NO.1 201CEG0111 463.525 34-00-57 93-54-33 300' 650'
CENTER POINT, AR NO.2 301CEN0001 48.82 34-00-57 93-54-33 300' 650'
CONWAY, AR NO.01 TA116A 461.050 35-07-23 92-20-50 160' 605'
DEWITT, AR, NO.01 201CDG0400 461.975 34-21-26 91-17-39 172' 182'
DUMAS, AR NO.01 TA241M 461.400 33-37-18 91-24-02 350' 140'
EAGLE MOUNTAIN, AR NO.01 301CDE0157 49.24 34-27-15 94-08-33 100' 2220'
EL DORADO, AR NO.1 474ME0013 462.075 33-14-25 92-37-26 440' 240'
ENGLAND, AR NO.01 201CDE1037 464.700 34-32-24 91-51-52 150' 200'
FORREST CITY, AR NO.02 201CDG0381 463.375 35-03-03 90-47-28 456' 340'
FORREST CITY, AR NO.03 201CEA0674 464.625 35-03-03 90-47-28 417' 340'
FT. SMITH AR NO.01 201CDG0383 463.625 35-04-17 94-40-47 100' 2380'
FT. SMITH AR NO.02 SA145X 464.400 35-04-17 94-40-47 100' 2380'
FT. SMITH AR NO.3 201CCN0281 464.000 35-27-16 94-22-40 220' 814'
FT. SMITH AR NO.4 201CEA0678 461.325 35-04-00 94-40-57 180' 2315'
FT. SMITH AR NO.6 201CGL0235 462.075 35-04-05 94-40-59 160' 2315'
FT. SMITH AR NO.7 201CHA0088 462.100 35-04-05 94-40-59 160' 2315'
FT. SMITH AR NO.8 201CHE0249 461.275 35-27-16 94-22-40 170' 814'
FT. SMITH AR NO.9 201CHW0103 463.550 35-04-05 94-40-59 160' 2315'
GILLETT, AR NO.01 574CKN1032 463.750 34-07-41 91-22-21 182' 180'
GRADY, AR NO.01 201CCC0330 464.750 34-05-06 91-42-31 180' 185'
HAMBURG, AR NO.01 201CEW0571 463.625 33-14-00 91-46-20 300' 160'
HARRISBURG, AR NO.01 201CCU0034 461.825 35-29-21 90-42-18 198' 420'
HAZEN, AR NO.01 201CEL0441 464.125 34-46-38 91-35-50 180' 230'
HOPE, AR NO.01 TA190P 463.675 33-40-16 93-31-26 300' 455'
HOT SPRINGS, AR NO.01 474CLW0072 461.900 34-30-19 93-05-06 200' 1200'
HOT SPRINGS, AR NO.03 201CCU0183 461.800 34-30-17 93-05-06 199' 1200'
HOT SPRINGS, AR NO.04 201CDJ0578 463.775 34-30-19 93-05-06 200' 1200'
HOT SPRINGS, AR NO.05 201CFN0202 461.175 34-33-56 93-04-48 440' 1160'
JACK MOUNTAIN, AR NO.01 301CDA0011 49.06 34-22-25 93-02-54 200' 1000'
JONESBORO, AR NO.01 462.075 35-49-48 90-49-05 183' 390'
LAKE VILLAGE, AR NO.01 201CCC0203 461.875 33-21-10 91-12-16 310' 125'
LITTLE ROCK, AR NO.01 201CFA0450 463.525 34-45-20 92-20-40 160' 515'
LITTLE ROCK, AR NO.02 QA382P 463.800 34-45-20 92-20-40 160' 515'
</TABLE>
1
<PAGE> 9
Exhibit A - To Offer to Buy and Bill of Sale Agreement
List of Community Repeater Assets - Arkansas
Buyer Initials: /s/ AFR
Motorola Initials: /s/ JV
<TABLE>
<CAPTION>
==============================================================================
CR AS/CR ASSET
NAME ST P & L P & LS COAM COUNTY #
==============================================================================
<S> <C> <C> <C> <C> <C> <C>
LITTLE ROCK, AR #03 AR 02327C 00102A/02327C * PULASKI Z16543
- - ------------------------------------------------------------------------------
LITTLE ROCK, AR #04 AR 02328C 00102A/02328C * PULASKI Z18605
- - ------------------------------------------------------------------------------
LITTLE ROCK, AR #05 AR 02329C 00107A/02329C * PULASKI Z20633
- - ------------------------------------------------------------------------------
LITTLE ROCK, AR #06 AR 02330C 00107A/02330C * PULASKI Z23198
- - ------------------------------------------------------------------------------
LITTLE ROCK, AR #08 AR 02331C 00107A/02331C * PULASKI Z22700
- - ------------------------------------------------------------------------------
LITTLE ROCK, AR #10 AR 02333C 01536A/02333C PULASKI Z29673
- - ------------------------------------------------------------------------------
LITTLE ROCK, AR #11 AR 02334C 00107A/02334C * PULASKI Z34501
- - ------------------------------------------------------------------------------
LONOKE, AR #01 AR 02315C 01398A/02315C LONOKE Z29614
- - ------------------------------------------------------------------------------
MAGAZINE, AR #01 AR 02348C 01110A/02348C LOGAN Z21099
- - ------------------------------------------------------------------------------
MAGAZINE, AR #02 AR 02349C 01110A/02349C LOGAN Z26725
- - ------------------------------------------------------------------------------
MAGAZINE, AR #03 AR 02350C 01110A/02350C LOGAN Z34561
- - ------------------------------------------------------------------------------
MAGAZINE, AR #04 AR 02351C 01110A/02351C LOGAN Z36855
- - ------------------------------------------------------------------------------
MAGNOLIA, AR #01 AR 02347C 01571A/02347C COLOMBIA Z34537
- - ------------------------------------------------------------------------------
MALVERN, AR #02 AR 02353C 01527A/02353C HOT SPRINGS Z26708
- - ------------------------------------------------------------------------------
MARIANNA, AR #02 AR 02433C 01448A/02433C LEE Z36825
- - ------------------------------------------------------------------------------
MCGEHEE, AR #02 AR 02370C 01616A/02370C DESHA Z36805
- - ------------------------------------------------------------------------------
MENA, AR #01 AR 02365C 01538A/02365C POLK Z24633
- - ------------------------------------------------------------------------------
MONTICELLO, AR #01 AR 02393C 01174A/02393C DREW Z29610
- - ------------------------------------------------------------------------------
MORRILLTON, AR #01 AR 02388C 01361A/02388C CONWAY Z23278
- - ------------------------------------------------------------------------------
MORRILLTON, AR #02 AR 02389C 01513A/02389C CONWAY Z34515
- - ------------------------------------------------------------------------------
MOUNTAIN HOME, AR #01 AR 02441C 01293A/02441C BAXTER Z23284
- - ------------------------------------------------------------------------------
PARAGOULD, AR #01 AR 02555C 01355A/02555C GREENE Z31293
- - ------------------------------------------------------------------------------
PINE BLUFF, AR #01 AR 02549C 01339A/02549C JEFFERSON Z18948
- - ------------------------------------------------------------------------------
PINE BLUFF, AR #03 AR 02551C 01537A/02551C JEFFERSON Z34533
- - ------------------------------------------------------------------------------
PRAIRIE GROVE, AR #01 AR 02577C 01283A/02577C WASHINGTON Z26766
- - ------------------------------------------------------------------------------
RECTOR, AR #01 AR 02592C 01589A/02592C CLAY Z34572
- - ------------------------------------------------------------------------------
ROGERS, AR #01 AR 02602C 01114A/02602C BENTON Z23033
- - ------------------------------------------------------------------------------
ROGERS, AR #02 AR 02603C 01114A/02603C BENTON Z34510
- - ------------------------------------------------------------------------------
RUSSELLVILLE, AR #01 AR 02607C 01265A/02607C POPE Z18607
- - ------------------------------------------------------------------------------
RUSSELLVILLE, AR #02 AR 02608C 01265A/02608C POPE Z22653
- - ------------------------------------------------------------------------------
RUSSELLVILLE, AR #03 AR 02609C 01531A/02609C POPE Z27975
- - ------------------------------------------------------------------------------
SPRINGDALE, AR #01 AR 02651C 01369A/02651C BENTON Z18611
- - ------------------------------------------------------------------------------
STUTTGART, AR #01 AR 02664C 01373A/02664C ARKANSAS Z20875
- - ------------------------------------------------------------------------------
<CAPTION>
=============================================================================================
CR MODEL SERIAL TX LATITUDE LONGITUDE ANT ELEV
NAME # # FREQ HEIGHT
=============================================================================================
<S> <C> <C> <C> <C> <C> <C> <C>
LITTLE ROCK, AR #03 C64RCB3105AY RA2850 463.900 34-45-20 92-20-40 160' 515'
- - ---------------------------------------------------------------------------------------------
LITTLE ROCK, AR #04 C64RCB3105AY SA2181 462.100 34-45-20 92-20-40 160' 515'
- - ---------------------------------------------------------------------------------------------
LITTLE ROCK, AR #05 C64RCB6105AY TA165H 463.550 34-45-57 92-20-21 122' 570'
- - ---------------------------------------------------------------------------------------------
LITTLE ROCK, AR #06 C64RCB6105AY UA076D 463.750 34-45-57 92-20-21 122' 570'
- - ---------------------------------------------------------------------------------------------
LITTLE ROCK, AR #08 C64RCB6105AY 201CCP0403 461.500 34-45-57 92-20-21 122' 570'
- - ---------------------------------------------------------------------------------------------
LITTLE ROCK, AR #10 C64RCB3105AY 201CFA0293 461.075 34-47-33 92-28-44 440' 939'
- - ---------------------------------------------------------------------------------------------
LITTLE ROCK, AR #11 C64RCB3105AY 201CFY0679 463.275 34-45-57 92-20-21 122' 570'
- - ---------------------------------------------------------------------------------------------
LONOKE, AR #01 C64RCB6105AY 201CEL0440 461.800 34-41-54 92-00-04 215' 235'
- - ---------------------------------------------------------------------------------------------
MAGAZINE, AR #01 C64RCB3105AY TA155P 464.200 35-09-53 93-40-51 120' 2660'
- - ---------------------------------------------------------------------------------------------
MAGAZINE, AR #02 C71RCB3105DT 301CDJ0084 48.62 35-09-52 93-40-46 169' 2859'
- - ---------------------------------------------------------------------------------------------
MAGAZINE, AR #03 C64RCB3105AY 201CGU0160 461.200 35-09-52 93-20-46 140' 2859'
- - ---------------------------------------------------------------------------------------------
MAGAZINE, AR #04 C64RCB3105AY 201CHW0088 463.225 35-09-52 93-20-46 120' 2680'
- - ---------------------------------------------------------------------------------------------
MAGNOLIA, AR #01 C64RCB3105AY 201CGQ122 464.200 33-14-30 93-08-53 344' 500'
- - ---------------------------------------------------------------------------------------------
MALVERN, AR #02 C64RCB6105 201CDG0532 461.600 34-22-26 93-02-54 150' 1000'
- - ---------------------------------------------------------------------------------------------
MARIANNA, AR #02 C64RCB3105AY 201CHJ0214 461.825 34-43-14 90-43-20 160' 300'
- - ---------------------------------------------------------------------------------------------
MCGEHEE, AR #02 C64RCB6105AY 201CHE0255 463.275 33-41-15 91-26-14 199' 145'
- - ---------------------------------------------------------------------------------------------
MENA, AR #01 C64RCB3105AY 201CCY0092 463.325 34-27-15 94-08-33 100' 2220'
- - ---------------------------------------------------------------------------------------------
MONTICELLO, AR #01 C64RCB6105AY 201CEL0071 463.675 33-39-30 91-48-00 330' 287'
- - ---------------------------------------------------------------------------------------------
MORRILLTON, AR #01 C64RCB6105AY 201CCC0329 461.300 34-08-35 92-52-08 120' 1030'
- - ---------------------------------------------------------------------------------------------
MORRILLTON, AR #02 C64RCB3105AY 201CGG0405 461.225 35-08-44 92-52-37 125' 1140'
- - ---------------------------------------------------------------------------------------------
MOUNTAIN HOME, AR #01 C64RCB6105AY 201CCC0331 461.225 36-21-53 92-22-43 100' 1020'
- - ---------------------------------------------------------------------------------------------
PARAGOULD, AR #01 C64RCB6105AY 301CFY0255 463.300 36-02-51 90-37-18 180' 520'
- - ---------------------------------------------------------------------------------------------
PINE BLUFF, AR #01 C64RCB3105AY TA112A 463.325 34-13-32 91-58-30 293' 200'
- - ---------------------------------------------------------------------------------------------
PINE BLUFF, AR #03 C64RCB6105AY 201CGL0403 464.050 34-13-06 91-59-25 198' 210'
- - ---------------------------------------------------------------------------------------------
PRAIRIE GROVE, AR #01 C64RCB6105AY 201CDQ0674 461.350 35-52-49 94-20-56 180' 1846'
- - ---------------------------------------------------------------------------------------------
RECTOR, AR #01 C64RCB6105AY 201CGU0456 461.550 36-15-47 90-24-32 218' 490'
- - ---------------------------------------------------------------------------------------------
ROGERS, AR #01 C64RCB6105AY 201CEE0694 461.650 36-19-45 94-10-51 180' 1300'
- - ---------------------------------------------------------------------------------------------
ROGERS, AR #02 C64RCB6105AY 201CGC0136 461.575 36-19-45 94-10-51 160' 1300'
- - ---------------------------------------------------------------------------------------------
RUSSELLVILLE, AR #01 C64RCB3105AY SA2191 461.250 35-13-29 93-15-20 60' 1800'
- - ---------------------------------------------------------------------------------------------
RUSSELLVILLE, AR #02 C64RCB6105AY 201CCG0202 462.150 35-13-29 93-15-20 120' 1880'
- - ---------------------------------------------------------------------------------------------
RUSSELLVILLE, AR #03 C64RCB3105AY 201CDU0840 463.500 35-29-09 92-52-45 120' 1955'
- - ---------------------------------------------------------------------------------------------
SPRINGDALE, AR #01 C64RCB3105AY SA0662 463.475 36-11-00 94-05-28 172' 1600'
- - ---------------------------------------------------------------------------------------------
STUTTGART, AR #01 C64RCB6105AY TA243M 461.300 34-29-48 91-31-50 290' 220'
- - ---------------------------------------------------------------------------------------------
</TABLE>
STATE TOTAL 73
2
<PAGE> 10
Exhibit A - Offer to Buy and Bill of Sale Agreement
List of Community Repeater Assets - Chicago
Buyers Initials: AFR
Motorola Initials: JV
<TABLE>
<CAPTION>
A/S BASE TX/RX
ANSR # CITY NAME STATE C/R # P/L FREQUENCY RENT STATION SYSTEM LATITUDE LONGITUDE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
00394C CHICAGO SEARS TOWER CHI 0001 0285A 4633000 MOTOROLA YES NO 41-52-44 87-38-10
00395C CHICAGO STANDARD OIL BLDG CHI 0010 0722A 4614500 MOTOROLA YES NO 41-53-08 87-37-15
00410C CHICAGO STANDARD OIL BLDG CHI 1020 0722A 4616250 MOTOROLA YES NO 41-53-08 87-37-15
00411C CHICAGO STANDARD OIL BLDG CHI 1021 0722A 4613000 MOTOROLA YES NO 41-53-08 87-37-15
00430C CHICAGO SEARS TOWER CHI 0110 0285A 4633500 MOTOROLA YES NO 41-52-44 87-38-10
00431C BATAVIA MCDONALD TOWER CHI 0111 0741A 4726875 MOTOROLA YES YES 41-50-22 88-17-43
00434C CHICAGO SEARS TOWER CHI 0114 0285A 4719375 MOTOROLA YES NO 41-52-44 87-38-10
00435C CHICAGO SEARS TOWER CHI 0115 0285A 4644000 MOTOROLA YES NO 41-52-44 87-38-10
00442C CHICAGO SEARS TOWER CHI 0120 0285A 4720375 MOTOROLA YES NO 41-52-44 87-38-10
00443C CHICAGO SEARS TOWER CHI 0121 0285A 4721125 MOTOROLA YES NO 41-52-44 87-38-10
00444C CHICAGO SEARS TOWER CHI 0122 0285A 4721875 MOTOROLA YES NO 41-52-44 87-38-10
00451C ADDISON CONSOLE TOWER CHI 0013 0463A 4634000 MOTOROLA YES YES 41-55-02 87-59-20
00455C CHICAGO STANDARD OIL BLDG CHI 0134 0722A 4613750 MOTOROLA YES NO 41-53-08 87-37-15
00456C CHICAGO SEARS TOWER CHI 0135 0285A 4718625 MOTOROLA YES NO 41-52-44 87-38-10
00457C CHICAGO STANDARD OIL BLDG CHI 0136 0722A 4720125 MOTOROLA YES NO 41-53-08 87-37-15
00462C CHICAGO STANDARD OIL BLDG CHI 0140 0722A 4612250 MOTOROLA YES NO 41-53-08 87-37-15
00466C CHICAGO STANDARD OIL BLDG CHI 0148 0722A 4610750 MOTOROLA YES NO 41-53-08 87-37-15
00480C CHICAGO STANDARD OIL BLDG CHI 0161 0722A 4616000 MOTOROLA YES NO 41-53-08 87-37-15
00494C CHICAGO STANDARD OIL BLDG CHI 0174 0722A 4625500 MOTOROLA YES NO 41-53-08 87-37-15
00500C ADDISON CONSOLE TOWER CHI 0018 0463A 4641500 MOTOROLA YES YES 41-55-02 87-59-20
00509C CHICAGO SEARS TOWER CHI 0019 0285A 4639000 MOTOROLA YES NO 41-52-44 87-38-10
00519C CHICAGO CNA CHI 0020 0722A 4620000 MOTOROLA YES NO 41-52-38 87-37-32
00531C CHICAGO STANDARD OIL BLDG CHI 0201 0722A 4611750 MOTOROLA YES NO 41-53-08 87-37-15
00543C HAMMOND WJOB, IN CHI 2020 0285A 4619250 DIRECT YES YES 41-35-46 87-28-42
00552C CHICAGO STANDARD OIL BLDG CHI 0203 0722A 4620750 MOTOROLA YES NO 41-53-08 87-37-15
00561C CHICAGO STANDARD OIL BLDG CHI 0209 0722A 4618500 MOTOROLA YES NO 41-53-08 87-37-15
00568C CHICAGO SEARS TOWER CHI 0215 0285A 4720625 MOTOROLA YES NO 41-52-44 87-38-10
00571C CHICAGO SEARS TOWER CHI 0218 0285A 4727625 MOTOROLA YES NO 41-52-44 87-38-10
00572C CHICAGO SEARS TOWER CHI 0219 0285A 4726375 MOTOROLA YES NO 41-52-44 87-38-10
00573C BATAVIA MCDONALD TOWER CHI 0022 0741A 4616750 MOTOROLA YES YES 41-50-22 88-17-43
00590C CHICAGO CNA CHI 0024 0772A 4611500 MOTOROLA YES NO 41-52-38 87-37-32
00591C CHICAGO SEARS TOWER CHI 0240 0285A 4636250 MOTOROLA YES NO 41-52-44 87-38-10
00592C CHICAGO SEARS TOWER CHI 0241 4638250 MOTOROLA YES NO 41-52-44 87-38-10
00595C CHICAGO STANDARD OIL BLDG CHI 0244 0722A 4618750 MOTOROLA YES NO 41-53-08 87-37-15
00601C CHICAGO SEARS TOWER CHI 0025 0285A 4636500 MOTOROLA YES NO 41-52-44 87-38-10
00616C CHICAGO SEARS TOWER CHI 0264 0285A 4722375 MOTOROLA YES NO 41-52-44 87-38-10
00622C CHICAGO SEARS TOWER CHI 0027 0285A 4635000 MOTOROLA YES NO 41-52-44 87-38-10
</TABLE>
Page 1
<PAGE> 11
Exhibit A - Offer to Buy and Bill of Sale Agreement
List of Community Repeater Assets - Chicago
Buyers Initials: AFR
Motorola Initials: [ILLEGIBLE COPY]
<TABLE>
<CAPTION>
A/S BASE TX/RX
ANSR # CITY NAME STATE C/R # P/L FREQUENCY RENT STATION SYSTEM LATITUDE LONGITUDE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
00635C CHICAGO SEARS TOWER CHI 0283 0285A 4637500 MOTOROLA YES NO 41-52-44 87-38-10
00645C CHICAGO SEARS TOWER CHI 0292 0284A 8510375 MOTOROLA YES NO 41-52-44 87-38-10
00649C CHICAGO SEARS TOWER CHI 0297 0285A 4638750 MOTOROLA YES NO 41-52-44 87-38-10
00652C CHICAGO SEARS TOWER CHI 0030 0285A 4643000 MOTOROLA YES NO 41-52-44 87-38-10
00663C CHICAGO SEARS TOWER CHI 0031 0285A 4636000 MOTOROLA YES NO 41-52-44 87-38-10
00672C CHICAGO SEARS TOWER CHI 0319 0285A 4634250 MOTOROLA YES NO 41-52-44 87-38-10
00674C CHICAGO SEARS TOWER CHI 0320 0285A 4632500 MOTOROLA YES NO 42-14-10 88-03-53
00683C LAKE ZURICH MOTOROLA TOWER CHI 0329 0740A 4649500 MOTOROLA YES NO 41-53-08 87-37-15
00684C CHICAGO STANDARD OIL BLDG CHI 0033 0722A 4616500 MOTOROLA YES NO 42-14-10 88-03-53
00685C LAKE ZURICH MOTOROLA TOWER CHI 0330 0740A 4518500 MOTOROLA YES NO 41-52-38 87-37-32
00705C CHICAGO CNA CHI 0035 0772A 4615500 MOTOROLA YES NO 42-14-10 88-03-53
00713C LAKE ZURICH MOTOROLA TOWER CHI 0358 0740A 4632250 MOTOROLA YES NO 41-52-44 87-38-10
00715C CHICAGO SEARS TOWER CHI 0036 0285A 4640500 MOTOROLA YES NO 41-52-44 87-38-10
00731C CRYSTAL LAKE MIDWESTERN RELAY CHI 0375 DIRECT YES YES
00735C CHICAGO SEARS TOWER CHI 0038 0285A 4635500 MOTOROLA YES NO 41-52-44 87-38-10
00766C CHICAGO SEARS TOWER CHI 0041 0285A 4638000 MOTOROLA YES NO 41-52-44 87-38-10
00785C MARENGO MCDONALD TOWER CHI 0433 0332A 4621500 MOTOROLA YES YES 42-17-56 87-35-19
00787C CHICAGO SEARS TOWER CHI 0435 0285A 4643000 MOTOROLA YES NO 41-52-44 87-38-10
00793C LAKE ZURICH MOTOROLA TOWER CHI 0440 0740A 4635000 MOTOROLA YES NO 42-14-10 88-03-53
00809C CHICAGO SEARS TOWER CHI 0457 0285A 4719125 MOTOROLA YES NO 41-52-44 87-38-10
00813C CHICAGO SEARS TOWER CHI 0460 0285A 4724125 MOTOROLA YES NO 41-52-44 87-38-10
00814C CHICAGO STANDARD OIL BLDG CHI 0461 0722A 4714125 MOTOROLA YES NO 41-53-08 87-37-15
00829C CHICAGO SEARS TOWER CHI 0477 0285A 4728375 MOTOROLA YES NO 41-52-44 87-38-10
00859C CHICAGO CNA CHI 0051 0772A 4616750 MOTOROLA YES NO 41-52-38 87-37-32
00908C CHICAGO SEARS TOWER CHI 0056 0285A 4638500 MOTOROLA YES NO 41-52-44 87-38-10
00937C CHICAGO CNA CHI 0059 4621250 MOTOROLA YES NO 41-52-38 87-37-32
00949C CHICAGO CNA CHI 0060 0772A 4617250 MOTOROLA YES NO 41-52-38 87-37-32
00988C CHICAGO CNA CHI 0064 4520000 MOTOROLA YES NO 41-52-38 87-37-32
01012C LAKE ZURICH MOTOROLA TOWER CHI 0662 0740A 4717625 MOTOROLA YES NO 42-14-10 88-03-53
01023C ELGIN ELGIN BROADCASTING CHI 0677 0303A 4633750 DIRECT YES YES 41-59-54 88-14-57
01026C CHICAGO CNA CHI 0068 4617750 MOTOROLA YES NO 41-52-38 87-37-32
01044C CHICAGO STANDARD OIL BLDG CHI 0070 0722A 4619750 MOTOROLA YES NO 41-53-08 87-37-15
01049C KANAKEE WBYG CHI 0705 4611000 DIRECT YES YES 41-09-39 87-52-30
01051C PEOTONE WBYG TOWER CHI 0707 0456A 4520000 DIRECT YES YES 41-09-39 87-52-30
01054C ARLINGTON HT. MOTOROLA TOWER CHI 0071 0257A 4615250 MOTOROLA YES NO 42-06-43 87-58-53
01058C CHICAGO STANDARD OIL BLDG CHI 0713 0722A 4619000 MOTOROLA YES NO 41-53-08 87-37-15
01060C PLATO CENTER MCDONALD TOWER CHI 0715 0584A 4611750 MOTOROLA YES YES 41-01-08 88-29-08
</TABLE>
Page 2
<PAGE> 12
Exhibit A - Offer to Buy and Bill of Sale Agreement
List of Community Repeater Assets - Chicago
Buyers Initials AFR
Motorola Initials JV
<TABLE>
<CAPTION>
A/S BASE TX/RX
ANSR# CITY NAME STATE C/R# P/L FREQUENCY RENT STATION SYSTEM LATITUDE LONGITUDE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
01074C ADDISON CONSOLE TOWER CHI 0073 0463A 4518750 MOTOROLA YES YES 41-55-02 87-59-20
01124C LOCKPORT MCDONALD TOWER CHI 0078 0268A 4520250 MOTOROLA YES YES 41-37-27 88-00-17
01170C PEOTONE WBYG TOWER CHI 0824 0456A 4634500 DIRECT YES YES 41-09-39 87-52-30
01184C PEOTONE WBYG TOWER CHI 0839 0456A 4615250 DIRECT YES YES 41-09-39 87-52-30
01185C CHICAGO CNA CHI 0084 0772A 4643500 MOTOROLA YES NO 41-52-38 87-37-32
01207C CHICAGO CNA CHI 0086 0772A 4620500 MOTOROLA YES NO 41-52-38 87-37-32
01211C HAMMOND WJOB, IN CHI 863 0285A 4633500 DIRECT YES YES 41-35-46 87-28-42
01213C CHICAGO SEARS TOWER CHI 0865 0285A 4717375 MOTOROLA YES NO 41-52-44 87-38-10
01221C CHICAGO STANDARD OIL BLDG CHI 0872 0722A 4619500 MOTOROLA YES NO 41-53-08 87-37-15
01226C CHICAGO SEARS TOWER CHI 0088 0285A 4636750 MOTOROLA YES NO 41-52-44 87-38-10
01247C CHICAGO SEARS TOWER CHI 0090 0285A 4648000 MOTOROLA YES NO 41-52-44 87-38-10
01253C ORLAND PARK MOTOROLA TOWER CHI 0908 0577A 4617500 MOTOROLA YES YES 41-35-17 87-51-51
01255C CHICAGO SEARS TOWER CHI 0091 0285A 4635750 MOTOROLA YES NO 41-52-44 87-38-10
01277C CHICAGO SEARS TOWER CHI 0093 0285A 4633250 MOTOROLA YES NO 41-52-44 87-38-10
01288C BATAVIA MCDONALD TOWER CHI 0094 0741A 4618750 MOTOROLA YES YES 41-50-22 88-17-43
01289C CHICAGO STANDARD OIL BLDG CHI 0940 0722A 4717625 MOTOROLA YES NO 41-53-08 87-37-15
01294C CHICAGO STANDARD OIL BLDG CHI 0945 0722A 4724375 MOTOROLA YES NO 41-53-08 87-37-15
01310C BATAVIA MCDONALD TOWER CHI 0096 0741A 4634750 MOTOROLA YES YES 41-50-22 88-17-43
01321C CHICAGO SEARS TOWER CHI 0097 0285A 4646000 MOTOROLA YES NO 41-52-44 87-38-10
01323C MINOOKA E HORTON TOWER CHI 0971 0490A 4617750 MOTOROLA YES YES 41-29-47 88-17-56
TOTAL 94
</TABLE>
Page 3
<PAGE> 13
EXHIBIT A: TO OFFER TO BUY & BILL OF SALE AGREEMENT
List of Community Repeater Assets - Illinois
Buyer's Initials: AFR
Motorola's Initials: JV
<TABLE>
<CAPTION>
SYSTEM BASE TX/RX A/S
NUMBER CITY NAME ST C/R# STATION SYSTEM LEASE P/L FREQ LATITUDE LONGITUDE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
00401C SULLIVAN WSAK TOWER IL 1007 YES NO DIRECT 0552A 4617000 39-37-49 88-30-28
00414C BLUFF SPRINGS MC KEEVER TOWER IL 1024 YES YES DIRECT 0327A 4610250 40-00-44 90-16-27
00448C QUINCY CONT CABLE IL 127 YES YES DIRECT 0777A 4641500 40-25-32 91-10-06
00481C WAPELLA THORP SEED TOWER IL 0162 YES YES DIRECT 0734A 4611250 40-13-26 88-54-55
00506C CHARLESTON LIBERTY CATV IL 0187 YES NO DIRECT 0264 4636750 39-28-30 88-08-10
00514C EFFINGHAM MC KEEVER TOWER IL 0195 YES NO DIRECT 0572A 4636500 39-09-15 88-33-59
00525C CARMI HALEY WELL SVC IL 2004 YES YES DIRECT 0359A 4636750 38-05-01 88-11-34
00538C CONGERVILLE ILLINOIS COMM TWR IL 2016 YES YES DIRECT 0668A 4640750 40-38-45 89-10-45
00546C MORRISONVILLE MATLIP TOWER IL 2024 YES NO DIRECT 0423A 4618000 39-30-38 89-28-40
00567C HERRIN SIU CABLE IL 0214 YES YES DIRECT 0279A 4637500 37-49-72 89-02-25
00578C MT VERNON WALKER TOWER IL 0226 YES YES DIRECT 0624A 4635750 38-19-55 88-54-35
00585C EDWARDSVILLE SIU BRDCST IL 0235 YES NO MOTOROLA 0294A 4636250 38-47-06 89-59-10
00596C SPRINGFIELD MOTOROLA TOWER IL 0245 YES NO MOTOROLA 4925A 4633750 39-48-02 89-38-44
00631C CAMP POINT ADAMS ELEC COOP IL 0028 YES YES DIRECT 0633A 4633000 40-02-25 91-03-22
00633C BUCKNER JONES INTERCABLE IL 0281 YES YES DIRECT 0559A 4615500 37-59-33 89-00-13
00636C CHAMPAIGN UNIVERSITY INN IL 0284 YES YES MOTOROLA 0776A 4633250 40-06-34 88-14-06
00638C PEORIA SUPREME TOWER IL 0286 YES YES MOTOROLA 0306A 4636250 40-44-13 89-34-30
00639C SPRINGFIELD MC KEEVER TOWER IL 0287 YES NO DIRECT 4727A 4641750 39-48-02 89-38-44
00640C EDWARDSVILLE SIU BRDCST IL 0288 YES NO MOTOROLA 0294A 4642750 38-47-06 89-59-10
00655C SPRINGFIELD MOTOROLA TOWER IL 0302 YES NO MOTOROLA 4925A 4635250 39-48-02 89-38-44
00656C SPRINGFIELD MOTOROLA TOWER IL 0303 YES NO MOTOROLA 4925A 4633250 39-48-02 89-38-44
00666C LASALLE LASALLE BRDCST IL 0312 YES YES DIRECT 0319A 4640250 41-18-15 89-05-46
00676C CLINTON MC KEEVER TOWER IL 0322 YES YES DIRECT 0320A 4639250 40-09-13 99-59-30
00679C PEORIA SUPREME TOWER IL 0325 YES YES MOTOROLA 0306A 4634000 40-44-13 89-34-30
00698C PEORIA SUPREME TOWER IL 0342 YES YES MOTOROLA 0306A 4634500 40-44-13 89-34-30
00699C CHAMPAIGN UNIVERSITY INN IL 0343 YES YES MOTOROLA 0776A 4634750 40-06-34 88-14-06
00704C BLUFF SPRINGS MC KEEVER TOWER IL 0348 YES YES DIRECT 0327A 4646250 40-00-44 90-16-27
00716C TISKILWA STRUNK BROS IL 0360 YES YES DIRECT 0335A 4614750 41-17-01 89-35-01
00720C HARRISTOWN SHOBE AUSTIN IL 0364 YES NO DIRECT 0270A 4637250 38-50-31 89-05-56
00736C ROBINSON TRIAX CABLE IL 0380 YES NO MOTOROLA 0282A 4646250 39-01-40 87-45-29
00767C OHIO ANDERSON TOWER IL 0410 YES YES MOTOROLA 0561A 4642000 41-34-23 89-27-52
00771C HEROD FEDERAL LANDSCAPE IL 0415 YES YES DIRECT 0350A 4633500 37-34-52 88-28-46
00772C CARLINVILLE CURRY REDI MIX IL 0416 YES YES DIRECT 0541A 4613750 39-17-47 89-52-43
00776C OLNEY S B C CABLE IL 0420 YES YES DIRECT 0459A 4633750 38-44-18 88-04-55
00777C WATSEKA WGFA TOWER IL 0421 YES YES DIRECT 0645A 4637250 40-47-48 87-45-11
00780C CARTHAGE CONT CABLE IL 427 YES YES DIRECT 0355A 4641500 40-25-32 91-10-06
00781C MORRISONVILLE MATLIP TOWER IL 0428 YES NO DIRECT 0423A 4611500 39-30-38 89-28-40
00782C BLUFFS GALAXY CABLE IL 0430 YES YES DIRECT 0656A 4610750 39-44-26 90-31-58
00783C FARMER CITY MC KEEVER TOWER IL 0431 YES YES DIRECT 0547A 4618250 40-13-36 88-41-16
00789C MONTICELLO WILL TV TOWER IL 0437 YES NO DIRECT 0325A 4636500 40-02-18 88-40-10
00794C NASHVILLE WASHINGTON CNTY FS IL 0441 YES YES DIRECT 0618A 4612000 38-20-57 90-22-42
00795C CHARLESTON LIBERTY CATV IL 0442 YES NO DIRECT 0264 4647250 39-28-30 88-08-10
00808C MC LEAN L NECESSARY TWR IL 0456 YES YES DIRECT 0727A 4646250 40-18-20 89-10-05
00820C WADDAMS GROVE MICROWAVE TOWER IL 0469 YES YES DIRECT 0773A 4634250 42-24-57 89-52-13
00826C ALLERTON BRUCE THOMPSON TWR IL 0474 YES YES DIRECT 0690A 4639000 39-53-02 87-55-01
00862C PEORIA SUPREME TOWER IL 0512 YES YES MOTOROLA 0306A 4638500 40-44-13 89-34-30
</TABLE>
1
<PAGE> 14
EXHIBIT A: TO OFFER TO BUY & BILL OF SALE AGREEMENT
List of Community Repeater Assets - Illinois
Buyer's Initials: AFR
Motorola's Initials: JV
<TABLE>
<CAPTION>
SYSTEM BASE TX/RX A/S
NUMBER CITY NAME ST C/R# STATION SYSTEM LEASE P/L FREQ LATITUDE LONGITUDE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
00865C ALTONA ALTONA WATER TWR IL 0516 YES YES DIRECT 0389A 4648500 41-06-46 90-09-45
00876C WILLOW HILL WILLOW HILL GRAIN IL 0529 YES YES DIRECT 0399A 4616500 38-59-56 88-01-19
00878C TUSCOLA TUSCOLA COOP IL 0530 YES NO DIRECT 0402A 4646000 39-48-04 88-17-17
00891C MONTICELLO WILL TV TOWER IL 0543 YES NO DIRECT 0325A 4619500 40-02-18 88-40-10
00892C CHAMPAIGN HUNTINGTON TOWER IL 0544 YES YES DIRECT 0790A 4637000 40-06-45 88-14-06
00903C MORRISONVILLE MATLIP TOWER IL 0555 YES NO DIRECT 0423A 4638000 39-30-38 89-28-40
00920C SPRINGFIELD MOTOROLA TOWER IL 0571 YES NO MOTOROLA 4925A 4634250 39-48-02 89-38-44
00932C HARRISTOWN SHOBE AUSTIN IL 0585 YES NO DIRECT 0270A 4620500 38-50-31 89-05-56
00933C TUSCOLA TUSCOLA COOP IL 0586 YES NO DIRECT 0402A 4632500 39-48-04 88-17-17
00940C CHAMPAIGN UNIVERSITY INN IL 0592 YES YES MOTOROLA 0776A 4637750 40-06-34 88-14-06
00945C MORRISONVILLE MATLIP TOWER IL 0598 YES NO DIRECT 0423A 4648000 39-30-38 89-28-40
00985C SPRINGFIELD MOTOROLA TOWER IL 0637 YES NO MOTOROLA 4925A 4634000 39-48-02 89-38-44
00986C SPRINGFIELD MC KEEVER TOWER IL 0638 YES NO DIRECT 0700A 4612250 39-46-01 89-34-20
00994C BAILEYVILLE KAMPEN TOWER IL 0645 YES YES MOTOROLA 0603A 4632750 42-11-14 89-34-22
01001C HARRISTOWN SHOBE AUSTIN IL 0651 YES NO DIRECT 0270A 4632500 38-50-31 89-05-56
01020C GIFFORD E CENTL IL GRAIN IL 0673 YES YES DIRECT 0691A 4618500 40-18-22 88-01-15
01038C CHESTER OMNI MIDWEST CABLE IL 0694 YES YES DIRECT 4641500 37-54-59 89-49-43
01045C VANDALIA VANDALIA CABLE IL 0700 YES YES DIRECT 0453A 4614250 38-56-45 89-06-02
01048C FAIRFIELD FAIRFIELD CABLE IL 0704 YES YES DIRECT 0424A 4618250 38-23-49 88-21-29
01056C CHAMPAIGN UNIVERSITY INN IL 0711 YES YES MOTOROLA 0776A 4607000 40-06-34 88-14-06
01083C BELLEVILLE CONTINENTAL CABLE IL 0738 YES YES DIRECT 0653A 4635250 38-32-46 89-58-37
01084C CHAMPAIGN HUNTINGTON TOWER IL 0739 YES YES DIRECT 0790A 4642250 40-06-45 88-14-06
01092C EFFINGHAM MC KEEVER TOWER IL 0746 YES NO DIRECT 0572A 4611250 39-09-15 88-33-59
01094C ROBINSON TRIAX CABLE IL 0748 YES NO MOTOROLA 0282A 4634750 39-01-40 87-45-29
01127C MONTICELLO WILL TV TOWER IL 0783 YES YES DIRECT 0325A 4649500 40-02-18 88-40-10
01229C CHAMPAIGN UNIVERSITY INN IL 0785 YES YES MOTOROLA 0776A 4639500 40-06-34 88-14-06
01131C HARRISTOWN SHOBE AUSTIN IL 0787 YES NO DIRECT 0270A 4637500 38-50-31 89-05-56
01132C SPRINGFIELD MOTOROLA TOWER IL 0788 YES NO MOTOROLA 4925A 4636500 39-48-02 89-38-44
01133C GROVELAND SUPREME TOWER IL 0789 YES YES DIRECT 0712A 4611000 40-37-10 89-34-20
01136C ISABEL GOGGIN TOWER IL 0793 YES YES DIRECT 0647A 4607250 39-36-53 87-57-48
01137C WOOSUNG KEHOBE MATERIAL IL 0993 YES YES MOTOROLA 0544A 4620250 41-54-17 89-32-04
01164C SPRINGFIELD MOTOROLA TOWER IL 0819 YES NO MOTOROLA 4925A 4635750 39-48-02 89-38-44
01169C QUINCY QUINCY CABLE IL 0823 YES YES DIRECT 0777A 4613500 39-57-49 91-24-33
01177C FARMER CITY MC KEEVER TOWER IL 0831 YES YES DIRECT 0547A 4616250 40-13-36 88-41-16
01180C HIGHLAND CENCOM TOWER IL 0834 YES YES DIRECT 0616A 4619250 38-44-50 99-40-53
01186C CONGERVILLE ILLINOIS COMM TWR IL 0840 YES YES DIRECT 0668A 4647000 40-38-45 89-10-45
01199C MAROA LEROY WILSON TWR IL 0852 YES YES DIRECT 0717A 4649000 40-02-28 80-57-24
01224C DEWEY LOWELL HEAP FARMS IL 0877 YES YES DIRECT 0571A 4518750 40-20-08 88-17-56
01236C ISABEL GOGGIN TOWER IL 0890 YES YES DIRECT 0647A 4608500 39-36-53 87-57-48
01254C WELLINGTON Q MEDIA TOWER IL 0909 YES YES DIRECT 4673A 4621250 40-33-20 87-39-02
01275C BUCKNER JONES INTERCABLE IL 0928 YES YES DIRECT 0559A 4616500 37-59-33 89-00-13
01283C SULLIVAN WSAK TOWER IL 0935 YES NO DIRECT 0552A 4609000 39-37-49 88-30-28
01285C DECATUR MC KEEVER TOWER IL 0937 YES NO DIRECT 0670A 4647250 39-51-06 88-58-06
01297C DIX WALKER TOWER IL 0948 YES YES DIRECT 0693A 4612750 33-26-17 88-57-12
01309C DECATUR MC KEEVER TOWER IL 0959 YES NO DIRECT 0670A 4632250 39-51-06 88-58-06
01324C PRINCETON WZOE TOWER IL 0972 YES YES DIRECT 0317A 4617000 40-21-49 89-23-36
</TABLE>
2
<PAGE> 15
EXHIBIT A: TO OFFER TO BUY & BILL OF SALE AGREEMENT
List of Community Repeater Assets - Illinois
Buyer's Initials: AFR
Motorola's Initials: JV
<TABLE>
<CAPTION>
SYSTEM BASE TX/RX A/S
NUMBER CITY NAME ST C/R # STATION SYSTEM LEASE P/L FREQ LATITUDE LONGITUDE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
01329C WAVERLY MCKEEVER TOWER IL 0977 YES YES DIRECT 0550A 4621750 39-35-46 89-56-34
01332C NOKOMIS MCKEEVER TOWER IL 0980 YES YES DIRECT 0588A 4638250 39-18-57 89-15-19
01339C ROODHOUSE MCKEEVER TOWER IL 0988 YES YES DIRECT 0597A 4634500 39-28-47 90-22-36
01344C WOOSUNG KEHOBE MATERIAL IL 0794 YES YES MOTOROLA 0544A 4620250 41-54-17 89-32-04
01345C CAMPUS HAMILTON GRAIN IL 0994 YES YES DIRECT 0412A 4617000 41-02-44 88-17-17
07736C CHANA HERBST GRAIN IL 0447 YES YES DIRECT 4047A 4619500 41-58-41 89-13-12
07906C SPRINGFIELD MOTOROLA TOWER IL 2058 YES NO MOTOROLA 4925A 4637750 39-48-02 89-38-44
00428C CHICAGO SEARS TOWER CHICAGO IL IL 1-09 YES NO MOTOROLA 00285A 464.45 41-52-44 87-38-10
00459C CHICAGO STANDARD OIL BLDG CHICAGO IL 1-38 YES NO MOTOROLA 00722A 471.8375 41-53-08 87-37-15
00637C HARRISTOWN SHOBE AND AUSTIN TWR DEC IL 2-85 YES NO MOTOROLA 00270A 463.275 38-50-31 89-05-56
00902C EDWARDSVILLE S I U BROADCAST TWR EDWA IL 5-54 YES NO MOTOROLA 00294A 463.20 38-47-06 89-59-10
00807C LAKE ZURICH METROCOM TOWER-LAKE ZUR IL 4-55 YES NO MOTOROLA 00740A 461.75 42-14-10 88-03-53
00706C PECATONICA BAUCH TWR PECATONICA IL IL 3-50 YES YES DIRECT 00470A 461.35 42-17-24 89-20-59
01233C SAVANNA W C C I TOWER SAVANNA IL IL 08-87 YES YES MOTOROLA 00586A 462.000 42-07-49 90-08-24
00773C WOODSON UNITED COMM TWR WOODSON IL 4-17 YES YES DIRECT 04619A 463.85 39-36-35 90-13-54
01003C MOUNT PULASKI MC KEEVER COMM MT. PULAS IL 6-54 YES NO DIRECT 00358A 463.825 40-12-54 89-16-18
TOTAL 108
</TABLE>
3
<PAGE> 16
Exhibit A - Offer to Buy and Bill of Sale Agreement
List of Community Repeater Assets - Indiana
Buyers Initials: AFR
Motorola Initials: JV
<TABLE>
<CAPTION>
C/R P/L SITE A/S BASE TX/RX
# CITY NAME STATE C/R # P/L FREQUENCY LEASE STATION SYSTEM LATITUDE LONGITUDE
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
00406C ROSSVLLE WLFI TOWER IN 1011 0354A 461.9750 DIRECT YES YES 40-03-43 85-42-34
00407C JASPER DU BOIS CABLE IN 1012 0354A 461.4750 DIRECT YES YES 40-03-43 65-42-34
00433C PERU CARDINAL COMM IN 0113 0692A 463.5000 DIRECT YES YES 40-48-36 84-52-30
00445C W LAFAYETTE VERPLANK TOWER IN 0123 0345A 461.1750 MOTOROLA YES NO 40-43-38 85-09-37
00483C TERRE HAUTE COMM SVC TOWER IN 0164 0345A 460.7750 MOTOROLA YES NO 40-43-38 85-09-37
00484C EVANSVILLE K & W FARMS IN 0165 0595A 461.2250 DIRECT YES YES 38-57-40 87-24-12
00490C CONNERSVILLE CONNERSVILLE CABLE IN 0170 0322A 463.8250 DIRECT YES YES 38-01-27 87-21-43
00498C LA PORTE CHARLES DYE TOWER IN 0178 0371A 463.6750 MOTOROLA YES NO 39-11-50 85-48-32
00504C VINCENNES FULL VU TV TOWER IN 0185 0526A 461.2500 DIRECT YES YES 39-37-54 85-06-40
00521C INDIANAPOLIS RILEY TOWER IN 2000 0692A 462.0750 DIRECT YES YES 40-48-36 84-52-30
00532C INDIANAPOLIS AUL BLDG IN 2010 0689A 464.0500 DIRECT YES YES 41-37-18 85-57-37
00541C VEEDERSBURG SONGER TOWER IN 2019 0413A 461.4750 MOTOROLA YES NO 38-02-50 87-41-27
00612C LINTON HORIZON CABLE IN 0260 0413A 461.5500 MOTOROLA YES NO 38-02-57 87-41-27
00653C RICHMOND CLEARVIEW CATV IN 0300 0380A 463.4750 MOTOROLA YES NO 37-53-14 87-31-07
00660C FT WAYNE MOTOROLA IN 0307 0413A 463.6000 MOTOROLA YES NO 38-02-57 87-41-27
00662C INDIANAPOLIS AUL BLDG IN 0309 O380A 463.5750 MOTOROLA YES NO 37-53-14 87-31-07
00664C INDIANAPOLIS AUL BLDG IN 0310 0413A 461.6500 MOTOROLA YES NO 38-02-50 87-41-27
00665C INDIANAPOLIS WIBC IN 0311 0538A 463.7500 DIRECT YES YES 40-36-40 87-20-40
00675C BLUFFTON BLUFFTON CABLE IN 0321 0538A 464.8500 DIRECT YES YES 40-36-40 87-20-40
00687C CHANDLER WNIN TOWER IN 0332 4588A 463.8000 MOTOROLA YES NO 41-04-47 85-08-07
00717C WABASH CARDINAL COMM IN 0361 4588A 461.4500 MOTOROLA YES NO 41-06-13 85-11-46
00718C PERU CARDINAL COMM IN 0362 4588A 463.3000 MOTOROLA YES NO 41-06-13 85-11-46
00750C LIGONIER ERS TOWER IN 0395 4588A 463.9750 MOTOROLA YES NO 41-04-47 85-08-07
00751C LIGONIER ERS TOWER IN 0396 0315A 461.3750 MOTOROLA YES NO 41-04-47 85-08-07
00754C W LAFAYETTE VERPLANK TOWER IN 0399 0527A 463.3500 MOTOROLA YES NO 39-46-14 86-09-39
00757C LYNN WEBSTER RADIO TOWER IN 0400 0527A 463.2750 MOTOROLA YES NO 39-46-14 86-09-39
00763C NEW CASTLE NEW CASTLE CABLE IN 0407 0478A 461.0750 MOTOROLA YES YES 39-46-38 86-09-10
00792C RICHMOND CLEARVIEW CATV IN 0044 0527A 464.2750 MOTOROLA YES NO 39-46-14 86-09-39
00804C TERRE HAUTE PINES BRDCST IN 0452 4737A 463.8000 MOTOROLA YES NO 39-48-20 86-02-00
00816C KOKOMO ERS TOWER IN 0465 4737A 464.0250 MOTOROLA YES NO 39-48-20 86-02-00
00827C INDIANAPOLIS WIBC IN 0475 0478A 452.1750 MOTOROLA YES YES 39-46-38 86-09-10
00843C VINCENNES FULL VU TV TOWER IN 0493 4737A 463.300 MOTOROLA YES NO 39-48-20 86-02-00
00850C INDIANPOLIS RILEY TOWER IN 0005 4737A 463.5750 MOTOROLA YES NO 39-48-20 86-02-00
00852C EVANSVILLE WFIE TOWER IN 0502 0478A 462.1250 MOTOROLA YES YES 39-46-38 86-09-10
00854C FT WAYNE MOTOROLA IN 0504 0527A 464.7500 MOTOROLA YES NO 39-46-14 86-09-39
00856C COLUMBUS MOTOROLA TOWER IN 0506 0527A 463.3250 MOTOROLA YES NO 39-46-14 86-09-39
00869C INDIANAPOLIS WIBC IN 0052 0527A 464.8500 MOTOROLA YES NO 39-46-14 86-09-39
00885C JASPER DU BOIS CABLE IN 0537 0478A 461.2000 MOTOROLA YES YES 39-46-38 86-09-10
00894C W LAFAYETTE VERPLANK TOWER IN 0547 0387A 462.0250 DIRECT YES YES 38-19-52 86-57-19
00905C VINCENNES WVUT TV TOWER IN 0557 0387A 463.6000 DIRECT YES YES 38-19-52 86-57-19
00910C INDIANAPOLIS WIBC IN 0561 0686A 464.4000 MOTOROLA YES NO 40-29-52 86-06-35
00913C KOKOMO ERS TOWER IN 0564 0384A 463.2000 DIRECT YES YES 40-27-04 86-02-12
00929C WHEELER MINER TOWER IN 0582 0638A 464.4000 DIRECT YES YES 41-19-17 86-53-24
00959C ELKHART PROGRESSIVE BRDCST IN 0610 0466A 463.8250 MOTOROLA YES NO 41-35-57 86-41-02
00962C EVANSVILLE K & W FARMS IN 0614 0487A 463.9500 MOTOROLA YES YES 41-28-50 85-35-55
</TABLE>
1
<PAGE> 17
Exhibit A - Offer to Buy and Bill of Sale Agreement
List of Community Repeater Assets - Indiana
Buyers Initials /s/ AFR
---
Motorola Initials /s/ [ILLEGIBLE]
-----------
<TABLE>
<CAPTION>
C/R P/L SITE A/S BASE TX/RX
No. CITY NAME STATE C/R # P/L FREQUENCY LEASE STATION SYSTEM LATITUDE LONGITUDE
- - ------ ---- ---- ----- ----- ----- --------- -------- ------- ------ -------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
01007C FT WAYNE MOTOROLA IN 0658 0487A 461.3500 MOTOROLA YES YES 41-28-50 85-35-55
01025C DECATUR DECATUR CABLE IN 0661 0626A 0 MOTOROLA YES YES 39-03-02 87-10-22
01025C EVANSVILLE WFIE TOWER IN 0692 0549A 463.9000 DIRECT YES YES 40-05-23 84-56-13
01059C VINCENNES FULL VU TV TOWER IN 0692 0498A 461.9750 MOTOROLA YES NO 40-45-03 86-47-03
01061C ROSSVILLE WLFI TOWER IN 0716 0418A 462.0750 MOTOROLA YES NO 40-08-53 85-27-20
01102C EVANSVILLE K & W FARMS IN 0755 0337A 461.4000 MOTOROLA YES YES 40-46-32 86-05-32
01104C MONTICELLO VIDEO SVC TOWER IN 0757 0337A 463.4250 MOTOROLA YES YES 40-46-32 86-05-32
01106C INDIANAPOLIS RILEY TOWER IN 0076 0403A 464.850 DIRECT YES YES 39-48-20 84-55-47
01107C FOWLER TOTAL TV TOWER IN 0760 0403A 461.3250 DIRECT YES YES 39-48-20 84-55-47
01113C ANDERSON EASTERN BRDCST IN 0767 0770A 463.4500 MOTOROLA YES NO 40-23-20 86-36-46
01125C INDIANAPOLIS AUL BLDG IN 0780 0770A 464.4000 MOTOROLA YES NO 40-23-20 86-36-46
01154C TERRE HAUTE PINES BRDCST IN 0809 0563A 461.5500 MOTOROLA YES NO 39-32-50 85-47-40
01178C AUBURN DECATUR CABLE IN 0832 0499A 462.1250 DIRECT YES YES 39-27-22 87-28-50
01187C EVANSVILLE K & W FARMS IN 0841 0792A 464.7000 DIRECT YES YES 39-26-55 87-24-26
01192C SHELBYVILLE SHELBY CABLE IN 0846 0499A 461.2000 DIRECT YES YES 39-27-22 87-28-50
01216C FT WAYNE MOTOROLA IN 0868 0674A 464.8000 DIRECT YES YES 40-18-45 86-02-00
01225C INDIANAPOLIS AUL BLDG IN 0878 0619A 463.5500 DIRECT YES YES 40-04-45 87-15-40
01237C INDIANAPOLIS AUL BLDG IN 0891 0534A 461.9250 MOTOROLA YES NO 38-39-58 87-27-11
01246C INDIANAPOLIS RILEY TOWER IN 0009 0534A 460.7750 MOTOROLA YES NO 38-39-58 87-27-11
01250C FT WAYNE FT WAYNE BANK IN 0902 0429A 464.3500 DIRECT YES YES 38-39-06 87-28-37
01256C MUNICE NIXON FARMS IN 0910 0534A 461.3000 MOTOROLA YES NO 38-39-58 87-27-11
01258C ANDERSON EASTERN BRDCST IN 0912 0657A 464.7500 MOTOROLA YES NO 40-29-55 86-53-49
01264C CARLISLE WATER TOWER IN 0918 0657A 461.3250 MOTOROLA YES NO 40-29-55 86-43-49
01303C WASHINGTON FULL VU TV TOWER IN 0953 0657A 462.1750 MOTOROLA YES NO 40-29-55 86-53-49
01335C LA CROSSE ROWLEY SHEELY TWR IN 0984 0336A 461.8750 DIRECT YES YES 40-47-26 85-50-50
01348C TIPTON A G TEBBE FARMS IN 0997 4048A 461.3000 MOTOROLA YES NO 41-11-23 85-46-39
01349C BLUFFTON BLUFFTON CABLE IN 0990 0585A 463.8000 MOTOROLA YES NO 38-38-48 87-11-30
07819C WARSAW CHAYES TOWER IN 2056 0679A 461.2500 MOTOROLA YES NO 41-31-47 87-12-55
05328C FLOYDS KNOB WKLO FLOYDS KNOB IN AS 12-03 IN 12-19 4405A 464.2 MOTO YES YES 38-21-53 85-50-18
05329C FLOYDS KNOB WKLO FLOYDS KNOB IN AS 12-03 IN 12-20 4405A 464.2 MOTO YES YES 38-21-53 85-50-18
05327C SALEM WSLM, SALEM, IND AS12-25 IN 12-18 2749A 461.15 DIR YES YES 38-35-58 86-05-16
SUB-TOTAL 76
01011C EVANSVILLE WFIE TOWER IN 661 0380A 463.5740 DIRECT 37-53-14 37-53-14
00534C GARY BEEPER CALL IN 382 0395A 461.3000 DIRECT 41-33-50 41-33-50
00543C HAMMOND WJOB TOWER IN 2020 0509A 463.3500 DIRECT 41-35-46 87-28-42
01211C HAMMOND WJOB TOWER IN 863 0509A 461.9250 DIRECT 41-35-46 87-28-42
01037C VINCENNES FULL VU TV TWR IN 692 0534A 461.3000 MOTOROLA 38-39-58 87-27-11
TOTAL 81
==
</TABLE>
2
<PAGE> 18
EXHIBIT A - TO OFFER TO BUY AND BILL OF SALE AGREEMENT
LIST OF COMMUNITY REPEATER ASSETS 450-470 MHZ - IOWA
BUYER INITIALS: /s/ AFR
MOTOROLA'S INITIALS: /s/ JV
<TABLE>
<CAPTION>
IOWA A/S A/S BASE TX/RX
COUNTY CITY SITE NAME C/R# ANSR P/L FREQUENCY LEASE STATION SYSTEM LAT LONG
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
WOODBURY SIOUX CITY GOULD TOWER 3 00151C 03521A 461.325 MOTOROLA YES NO 42-34-56 96-26-30
JOHNSON IOWA CITY SHAY TOWER 1006 00400C 00658A 464.400 DIRECT YES YES 41-42-20 91-28-07
EMMET ESTHERVILLE GREIG & CO 125 00447C 00642A 460.750 DIRECT YES YES
JOHNSON IOWA CITY COMM ENG TOWER 155 00474C 00781A 463.400 MOTOROLA YES YES 41-40-24 91-32-19
POWESHIEK GRINNELL POWISHIEK JASPE 108 00493C 00425A 463.375 DIRECT YES YES 41-43-34 92-43-38
SCOTT BETTENDORF MOTOROLA 2003 00524C 00266A 464.725 MOTOROLA YES NO 41-36-13 90-26-02
SCOTT BETTENDORF MOTOROLA 239 00589C 00266A 463.250 MOTOROLA YES NO 41-36-13 90-26-02
POLK DES MOINES FINANCIAL CENTER 246 00597C 00298A 464.450 MOTOROLA YES NO 41-35-09 93-37-30
POLK DES MOINES FINANCIAL CENTER 247 00598C 00298A 464.275 MOTOROLA YES NO 41-35-09 93-37-30
CERRO GORDO MASON CITY EIDE ELECT 327 00681C 00321A 461.975 DIRECT YES YES 43-07-18 93-11-50
POLK DES MOINES FINANCIAL CENTER 470 00822C 00298A 462.025 MOTOROLA YES NO 41-35-09 93-37-30
WAPELLO OTTUMWA OTTUMWA CABLE 471 00823C 00416A 461.975 MOTOROLA YES YES 40-58-09 92-25-15
SCOTT BETTENDORF MOTOROLA 472 00824C 00266A 463.750 MOTOROLA YES NO 41-36-13 90-26-02
CARROLL CARROLL CARROLL BROADCASTIN 479 00830C 00513A 461.975 DIRECT YES YES 42-03-14 94-53-06
BLACK HAWK CEDAR FALLS R&J COMMUNICATIONS 482 00833C 00301A 461.925 DIRECT YES YES 42-37-44 92-24-03
SCOTT BETTENDORF MOTOROLA 488 00839C 00266A 463.350 MOTOROLA YES NO 41-36-13 90-26-02
MARION PELLA FARMERS COOP 531 00879C 00400A 461.850 DIRECT YES YES 41-23-55 92-54-46
DUBUQUE FARLEY MS VALLEY 532 00880C 00474A 462.025 DIRECT YES YES 42-24-44 91-01-22
HUMBOLDT BODE BODE COOP 534 00882C 00517A 461.100 DIRECT YES YES 42-52-05 94-17-03
SCOTT BETTENDORF MOTOROLA 615 00963C 00266A 463.925 MOTOROLA YES NO 41-36-13 90-26-02
DELAWARE EDGEWOOD KUHLMAN CONSTRUCT 624 00973C 00503A 462.125 MOTOROLA YES NO 42-38-33 91-21-54
HENRY MT. PLEASANT KILJ RADIO 626 00975C 00680A 461.600 MOTOROLA YES NO 40-56-32 91-34-07
BUENA VISTA STORM LAKE CHET BRECHER FARMS 652 01002C 00651A 461.050 DIRECT YES YES 42-37-45 95-17-20
MUSCATINE MUSCATINE PLOW AND PEDAL 728 01072C 00472A 461.150 MOTOROLA YES YES 41-27-42 91-02-10
KOSSUTH SWEA CITY CARGILL 729 01073C 00705A 464.725 DIRECT YES YES 43-03-10 94-18-50
POLK DES MOINES FINANCIAL CENTER 730 01075C 00298A 464.950 MOTOROLA YES NO 41-35-09 93-37-30
MAHASKA OSKALOOSA NATIONAL BY-PRODUCT 731 01076C 00382A 463.500 MOTOROLA YES YES 41-16-37 92-40-38
ALLAMAKEE POSTVILLE HYGRADE FOOD 734 01079C 00467A 462.175 DIRECT YES YES 43-05-18 91-34-28
CLAYTON CHICKEN RIDGE CLAYTON CNTY 735 01080C 00433A 461.075 DIRECT YES YES 42-48-16 91-25-02
</TABLE>
Page 1
<PAGE> 19
EXHIBIT A - TO OFFER TO BUY AND BILL OF SALE AGREEMENT
LIST OF COMMUNITY REPEATER ASSETS 450-470 MHZ - IOWA
BUYER INITIALS: AFR
MOTOROLA'S INITIALS: JV
<TABLE>
<CAPTION>
IOWA
A/S A/S BASE TX/RX
COUNTY CITY SITE NAME C/R# ANSR P/L FREQUENCY LEASE STATION SYSTEM LAT LONG
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
GUTHRIE STUART STUART FEED & GRAIN 784 01128C 00555A 461.775 DIRECT YES YES 41-30-03 94-18-58
CLARKE OSCEOLA CITY OF OSCEOLA 817 01162C 00308A 463.525 DIRECT YES YES 41-01-35 93-47-20
UNION CRESTON HAWKEYE CABLE 867 01215C 00473A 464.625 DIRECT YES YES 41-04-48 92-22-35
GRUNDY DIKE IOWA RADIO SVC. 892 01238C 00661A 463.600 DIRECT YES YES 42-24-52 92-40-03
HARDIN IOWA FALLS HELVIG TOWER 999 01350C 00677A 461.400 DIRECT YES YES 42-25-56 93-15-19
WOODBURY SIOUX CITY GOULD TOWER 1 06813C 03521A 464.950 MOTOROLA YES NO 42-34-56 96-26-30
PLYMOUTH LE MARS HOSPERS TELEPHONE 1280 06860C 03591A 463.575 DIRECT YES YES 42-48-58 96-10-15
CHEROKEE MARCUS FARMERS COOP ELEVAT 1353 06879C 03613A 462.050 DIRECT YES YES 42-49-39 95-48-35
WOODBURY SIOUX CITY GOULD TOWER 2 07080C MOTOROLA YES NO 42-34-56 96-26-30
PAGE CLARINDA 1074 06761C 461.300 DIRECT YES YES 40+44+48 95-03-37
MONTGOMERY RED OAK 1307 06939C 03696A 463.75 DIRECT YES YES 41-01-00 95-15-21
TOTAL IOWA 40
</TABLE>
Page 2
<PAGE> 20
Exhibit A - Offer to Buy and Bill of Sale Agreement
List of Community Repeater Assets - Kansas
Buyer Initials: /s/ [ILLEGIBLE]
Motorola Initials: /s/ [ILLEGIBLE]
<TABLE>
<CAPTION>
BASE TX/RX A/S A/S C/R
ANSR NO. STATE CITY COUNTY COORDINATES FREQ STATION SYSTEM LEASE P/L NO.
- - -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
00115C KS Hiawatha Brown 39-50-25/095-33-56 463.9250 YES YES DIRECT 01419A
01851C KS Anthony Harper 37-09-44/098-01-34 461.3250 YES YES DIRECT 01568A
01868C KS Attica Harper 37-22-00/098-13-06 461.0250 YES YES DIRECT 01261A
01931C KS Caldwell Sumner 37-02-22/097-36-46 461.5500 YES YES DIRECT 01567A
01949C KS Chanute Neoshu 37-41-17/095-24-49 462.0250 YES YES DIRECT 01438A
01963C KS Colony Anderson 38-03-56/095-26-40 461.5250 YES YES DIRECT 01615A
02167C KS Garnett Anderson 38-14-03/095-14-42 461.4000 YES YES DIRECT
02205C KS Hill City Graham 39-24-28/099-51-07 461.0250 YES YES MOTOROLA 01643A
02228C KS Hutchinson Reno 38-03-21/097-46-35 461.3500 YES YES DIRECT 01269A
02240C KS Hiawatha Brown 39-50-25/095-33-56 463.3750 YES YES DIRECT 01419A
02242C KS Independence Montgomery 37-15-42/095-45-59 463.8500 YES YES DIRECT 01437A
02310C KS Linn County Linn 38-06-37/094-51-45 461.5000 YES YES DIRECT 01489A
02314C KS Logan Phillips 39-36-09/099-35-03 461.1250 YES YES DIRECT 01639A
02363C KS Madison Greenwood 37-53-24/095-44-09 464.2500 YES YES DIRECT 04075A
02387C KS Medicine Lodge Barber 37-18-11/098-34-21 464.2750 YES YES DIRECT 01295A
02460C KS Newton Harvey 38-04-16/097-22-06 463.7250 YES YES DIRECT 01321A
02462C KS Newton Harvey 38-04-16/097-22-06 464.5500 YES YES DIRECT 01615A
02467C KS Norton Norton 39-48-17/099-53-25 463.4500 YES YES DIRECT 01315A
02539C KS Paola Miami 38-34-42/094-55-22 461.9500 YES YES MOTOROLA 01094A
02540C KS Paola Miami 38-34-42/094-55-22 461.1750 YES YES MOTOROLA 01094A
02567C KS Penokee Graham 39-16-58/099-58-40 463.5500 YES YES DIRECT 01551A
02601C KS Ransom Ness 38-38-18/099-56-24 461.2750 YES YES DIRECT 01487A
02606C KS Rossville Shawnee 39-07-20/095-50-10 461.2750 YES YES DIRECT 01249A
02669C KS Stockton Rooks 39-26-56/099-16-18 461.8500 YES YES DIRECT 01497A
02691C KS Topeka/Bank IV Shawnee 39-03-08/095-40-22 464.2250 YES NO MOTOROLA 01054A
02692C KS Topeka/Bank IV Shawnee 39-03-08/095-40-22 461.0250 YES NO MOTOROLA 01054A
02693C KS Topeka/Bank IV Shawnee 39-03-08/095-40-22 463.9500 YES NO MOTOROLA 01054A
02694C KS Topeka/Bank IV Shawnee 39-03-08/095-40-22 461.3500 YES NO MOTOROLA 01054A
02695C KS Topeka/Bank IV Shawnee 39-03-08/095-40-22 461.5500 YES NO MOTOROLA 01054A
02745C KS Wichita Sedgwick 37-41-13/097-20-21 461.0250 YES NO MOTOROLA 00105A
02747C KS Wichita Sedgwick 37-41-13/097-20-21 461.0500 YES NO MOTOROLA 00105A
02748C KS Wichita Sedgwick 37-41-13/097-20-21 461.8250 YES NO MOTOROLA 00105A
02749C KS Wichita Sedgwick 37-41-09/097-20-05 464.6250 YES NO MOTOROLA 01085A
02750C KS Wichita Sedgwick 37-48-01/097-17-50 464.1750 YES YES DIRECT 01287A
02751C KS Wichita Sedgwick 37-41-09/097-20-05 463.2500 YES NO MOTOROLA 01085A
02752C KS Wichita Sedgwick 37-41-09/097-20-05 463.9750 YES NO MOTOROLA 03959A
02753C KS Wichita Sedgwick 37-33-58/097-19-28 463.9000 YES NO MOTOROLA 01091A
02754C KS Wichita Sedgwick 37-33-58/097-19-28 464.8500 YES NO MOTOROLA 01091A
</TABLE>
<PAGE> 21
Exhibit A - Offer to Buy and Bill of Sale Agreement List of Community Repeater
Assets - Kansas
Buyer Initials: /s/ [ILLEGIBLE]
Motorola Initials: /s/ [ILLEGIBLE]
<TABLE>
<CAPTION>
BASE TX/RX A/S A/S C/R
ANSR# STATE CITY COUNTY COORDINATES FREQ STATION SYSTEM LEASE P/L#
- - ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
02756C KS Wichita Sedgwick 37-38-51/097-36-22 461.3250 YES NO MOTOROLA 01092A
02757C KS Wichita Sedgwick 37-41-09/097-20-05 461.6000 YES NO MOTOROLA 01085A
02758C KS Wichita Sedgwick 37-46-19/097-19-10 463.8750 YES YES DIRECT 01515A
02766C KS WaKeeney Trego 39-14-30/099-51-40 461.2250 YES YES DIRECT 01452A
02767C KS WaKeeney Trego 39-01-16/099-53-42 461.2500 YES YES DIRECT 01436A
02769C KS Wellington Sumner 31-17-10/097-23-52 463.4750 YES YES DIRECT 01218A
06713C KS Atwood Rawlins 39-46-68/101-00-26 463.5000 YES YES MOTOROLA 03387A
06763C KS Colby Thomas 39-28-50/100-54-34 463.4500 YES YES MOTOROLA 03451A
06778C KS Dighton Lane 38-25-52/100-27-30 463.5750 YES YES DIRECT 03470A
06811C KS Goodland Sherman 39-28-09/101-33-30 463.3000 YES YES MOTOROLA 03518A
06832C KS Hoxie Sheridan 39-24-14/100-26-44 464.2250 YES YES DIRECT 03550A
06916C KS Oberlin Decatur 39-48-11/100-31-43 461.2000 YES YES DIRECT 03665A
07079C KS Goodland Sherman 39-28-09/101-33-30 461.8750 YES YES MOTOROLA 03518A
07255C KS Wichita Sedgwick 37-41-09/097-20-05 463.5500 YES NO MOTOROLA 01085A
07851C KS Wheeler Cheyenne blank 464.7000 YES YES DIRECT 04246A
02541C KS PAOLA #3
1CD0498 CAT Paola 38-34-39/94-55-20 461.4570 YES YES MOTOROLA 01094A
02630C KS Salina #1
1CD0608 Salina 38-47-36/97-31-33 464.0250 YES YES MOTOROLA 01084A
TOTAL 55
</TABLE>
2
<PAGE> 22
Exhibit A - To Offer To Buy and Bill of Sale Agreement
List of Community Repeater Assets-Kentucky
Buyer Initials: /s/ [ILLEGIBLE]
Motorola's Initials /s/ [ILLEGIBLE]
<TABLE>
<CAPTION>
A/S A/S BASE TX/RX
C/R # ANSR # A/S NAME LOCATION LEASE P/L # STATION SYSTEM
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1-5 04750C A-12-37 McGeorge Elec. Frankfort Motorola 04527A Yes No
1-13 04757C A-1-21 WIZK/WHKK Covington/Erlanger Motorola 02381A Yes No
1-24 04765C N-1-45 Walker Constr. Mt. Sterling Direct 02392A Yes Yes
1-34 04768C A-1-21 WIZK/WHKK Covington/Erlanger Motorola 02381A Yes No
1-43 04772C A-1-31 Sechrest Williamstown Direct 02383A Yes Yes
1-69 04783C A-1-50 OVX Berea Direct 02398A Yes Yes
1-76 04788C VAS-12-58 OVC Paris Direct 04768A Yes Yes
1-77 04789C A-1-21 WIZK/WHKK Covington/Erlanger Motorola 02381A Yes No
9-48 05252C N-9-5 Mt Broadcasting Hazard Direct 04731A Yes Yes
12-01 05310C A-12-1 Motorola Fisherville Motorola 02729A Yes No
12-04 05313C N-12-3 Holsclaw Louisville Direct 02732A Yes Yes
12-05 05314C N-12-3 Holsclaw Louisville Direct 02732A Yes Yes
12-06 05315C N-12-7 Citizen Federal Louisville Direct 02734A Yes Yes
12-07 05316C N-12-4 RS White Shelbyville Direct 02733A Yes Yes
12-11 05320C N-12-7 Citizen Federal Louisville Direct 02734A Yes Yes
12-13 05322C N-12-7 Citizen Federal Louisville Direct 02734A Yes Yes
12-15 05324C N-12-37 English Station Middletown Direct 02768A Yes Yes
12-02 05311C A-12-1 Motorola Fisherville Motorola 02729A Yes No
12-22 05331C A-12-26 Telepage Leithfield Direct 02751A Yes Yes
12-30 05339C A-12-1 Motorola Fisherville Motorola 02729A Yes No
12-36 05345C N-12-17 Hardinburg CIT Hardinsburg Direct 02742A Yes Yes
12-38 05347C N-12-23 Telepage Elizabethtown Direct 02747A Yes Yes
12-39 05348C A-12-1 Motorola Fisherville Motorola 02729A Yes No
12-42 05351C N-12-7 Citizen Federal Louisville Direct 02734A Yes Yes
12-46 05355C A-12-17 Telepage Radcliff Direct 02741A Yes Yes
12-47 05356C A-12-18 Milton Milton Direct 02740A Yes Yes
12-52 05361C N-12-18 Mago Costruct Bardstown Direct 04545A Yes Yes
12-53 05362C AS1200 WHAS Louisville Motorola 04490A Yes No
12-57 05366C AS1200 WHAS Louisville Motorola 04490A Yes No
12-88 05375C AS1200 WHAS Louisville Motorola 04490A Yes No
12-74 05380C N-12-48 Clark RECC Winchester Direct 02775A Yes Yes
12-88 05392C N-12-7 Citizen Federal Louisville Direct 02734A Yes Yes
12-89 05393C A-12-33 Burton Columbia Direct 02762A Yes Yes
12-94 05398C A-12-16 Milton Milton Direct 02740A Yes Yes
9-64 07609C N-9-5 Mt Broadcasting Hazard Direct 04731A Yes Yes
12-73 07884C N-12-18 Mago Costruct Bardstown Direct 04545A Yes Yes
TOTAL 36
</TABLE>
<PAGE> 23
EXHIBIT A - TO OFFER TO BUY AND BILL OF SALE AGREEMENT
List of Community Repeater Assets - Louisiana
Buyer Initials: /s/
------
Motorola Initials /s/
------
<TABLE>
<CAPTION>
CR AS/CR COUNTY ASSET MODEL
NAME ST P & L P & L'S COAM # #
- - -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
NEW ORLEANS, LA #01 LA 05462C 02897A/05462C * ORLEANS Z27353 C64RCB3105AY
NEW ORLEANS, LA #03 LA 05498C 02897A/05498C * ORLEANS Z27335 C64RCB3105AY
BOGALUSA, LA #01 LA 05503C 02932A/05503C WASHINGTON Z31781 C64RCB3105AY
NEW ORLEANS, LA #04 LA 05506C 02897A/05506C * ORLEANS Z27360 C64RCB3105AY
LAKE CHARLES, LA #01 LA 05509C 03050A/05509C * CALCASIEO Z26152 C64RCB3105AY
NEW ORLEANS, LA #05 LA 05523C 02897A/05523C * ORLEANS Z30017 C64RCB3105AY
THIBODEAUX, LA #01 LA 05526C 02912A/05526C LAFOUCHE Z12810 C64RCB3105AY
LAKE CHARLES, LA #03 LA 05543C 03050A/05543C * CALCASIEO Z24068 C64RCB3105AY
NATCHITOCHES, LA #01 LA 05544C 02875A/05544C * NATCHITOCHES Z24058 C64RCB6105AY
FRANKLINTON, LA #01 LA 05550C 02938A/05550C WASHINGTON Z24064 C64RCB3105AY
HAUGHTON, LA #01 LA 05566C 02886A/05566C * BOSSIER Z24072 C64RCB3105AY
WINNSBORO, LA #01 LA 05568C 03997A/05568C QUACHITA Z31710 C64RCB3105AY
FERRIDAY, LA #01 LA 05570C 02898A/05570C CONCORDIA Z24099 C64RCB6105AY
FRISCO, LA #01 LA 05571C 02990A/05571C * POINT COOPER Z24090 C64RCB3105AY
LAKE CHARLES, LA #04 LA 05600C 03050A/05600C * CALCASIEO Z26144 C64RCB3105AY
NEW ORLEANS, LA #16 LA 05603C 02897A/05603C * ORLEANS Z26153 C64RCB6105AY
NATCHITOCHES, LA #02 LA 05604C 02875A/05604C * NATCHITOCHES Z26154 C64RCB6105AY
BATON ROUGE, LA #10 LA 05608C 03823A/05608C * BATON ROUGE Z26164 C64RCB3105AY
AVOYELLES, LA #01 LA 05609C 02982A/05609C RAPIDES Z26162 C64RCB6105AY
FRISCO, LA #02 LA 05613C 02990A/05613C * POINT COOPER Z26163 C64RCB3105AY
BATON ROUGE, LA #11 LA 05615C 03823A/05615C * BATON ROUGE Z26189 C75RCB6105AY
GREENWELL SPRINGS #01 LA 05622C 02920A/05622C BATON ROUGE Z26182 C64RCB3105AY
ALEXANDRIA, LA #02 LA 05640C 02983A/05640C * RAPIDES Z27305 C64RCB6105AY
LAFAYETTE, LA #05 LA 05641C 03018A/05641C LAFAYETTE Z26191 C64RCB6105AY
LAFAYETTE, LA #06 LA 05644C 02985A/05644C * LAFAYETTE Z27303 C64RCB3105AY
NEW ORLEANS, LA #17 LA 05646C 02897A/05646C * ORLEANS Z27309 C64RCB3105AY
NEW IBERIA, LA #01 LA 05659C 02991A/05659C IBERIA Z27325 C64RCB3105AY
NEW ORLEANS, LA #18 LA 05664C 02897A/05664C * ORLEANS Z27398 C75RCB6105AY
LAFAYETTE, LA #07 LA 05675C 01678A/05675C LAFAYETTE Z27347 C64RCB3105AY
LAKE CHARLES, LA #05 LA 05681C 03050A/05681C * CALCASIEO Z27362 C64RCB3105AY
NATCHITOCHES, LA #03 LA 05683C 02875A/05683C * NATCHITOCHES Z27363 C64RCB6105AY
SHREVEPORT, LA #05 LA 05695C 02885A/05695C * CADDO Z27375 C64RCB3105AY
GREENWELL SPRINGS #03 LA 05705C 02920A/05705C BATON ROUGE Z27392 C64RCB6105AY
ALEXANDRIA, LA #03 LA 05717C 02983A/05717C * RAPIDES Z30009 C64RCB3105AY
RUSTON, LA #01 LA 05724C 02979A/05724C LINCOLN Z30019 C64RCB3105AY
AVOYELLES, LA #02 LA 05730C 02982A/05730C RAPIDES Z30024 C64RCB6105AY
ROCKY BRANCH, LA #01 LA 05752C 03001A/05752C QUACHITA Z31717 C64RCB6105AY
LAKE CHARLES, LA #07 LA 05763C 03050A/05763C * CALCASIEO Z31768 C64RCB3105AY
SPRINGHILL, LA #01 LA 05777C 03017A/05777C WEBSTER Z31793 C64RCB3105AY
NEW ORLEANS, LA #21 LA 05782C 02879A/05782C ORLEANS Z231792 C64RCB3105AY
LAFAYETTE, LA #09 LA 05788C 03018A/05788C LAFAYETTE Z34701 C64RCB3105AY
</TABLE>
<TABLE>
<CAPTION>
CR SERIAL TX LATITUDE LONGITUDE ANT ELEV
NAME # FREQ HEIGHT
- - ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
NEW ORLEANS, LA #01 201CDY0130 462.000 29-56-02 90-02-40 700' 0'
NEW ORLEANS, LA #03 201CDW0108 464.075 29-56-02 90-02-40 700' 0'
BOGALUSA, LA #01 201CFU0345 461.025 30-46-06 89-51-53 500' 100'
NEW ORLEANS, LA #04 201CEC0515 461.100 29-56-02 90-02-40 700' 0'
LAKE CHARLES, LA #01 201CDA0278 464.125 30-17-13 93-15-18 400' 17'
NEW ORLEANS, LA #05 201CES0463 461.550 29-56-02 90-02-40 700' 0'
THIBODEAUX, LA #01 NA526G 464.175 29-42-17 90-45-57 440' 5'
LAKE CHARLES, LA #03 201CCL0063 461.850 30-17-75 93-15-18 400' 17'
NATCHITOCHES, LA #01 201CCE0581 461.225 31-47-27 93-08-07 400' 200'
FRANKLINTON, LA #01 201CC50403 461.600 30-49-17 90-09-00 416' 542'
HAUGHTON, LA #01 201CCN0287 464.125 32-34-15 93-30-46 500' 320'
WINNSBORO, LA #01 201CFE0300 461.925 32-10-00 91-44-02 220' 70'
FERRIDAY, LA #01 201CCS0270 464.175 31-41-57 91-42-43 318' 60'
FRISCO, LA #01 201CCS0268 464.050 30-35-16 91-31-20 519' 25'
LAKE CHARLES, LA #04 201CCY0905 464.000 30-21-00 93-14-06 420' 20'
NEW ORLEANS, LA #16 201CDA0279 461.200 29-56-02 90-02-40 700' 0'
NATCHITOCHES, LA #02 201CDA0159 461.325 31-47-27 93-08-07 400' 200'
BATON ROUGE, LA #10 201CDC0228 463.850 30-25-56 91-11-06 700' 48'
AVOYELLES, LA #01 201CDC0229 461.400 31-12-33 92-04-30 319' 65'
FRISCO, LA #02 201CDC0441 461.975 30-35-16 91-31-20 519' 25'
BATON ROUGE, LA #11 409CDJ0019 851.1875 30-25-56 91-11-06 700' 48'
GREENWELL SPRINGS #01 201CDG0486 464.950 30-30-23 91-01-54 500' 51'
ALEXANDRIA, LA #02 201CDN0063 461.350 31-16-04 92-26-24 419' 75'
LAFAYETTE, LA #05 201CDL0603 464.800 30-10-26 92-08-02 500' 42'
LAFAYETTE, LA #06 201CDN0289 463.675 30-17-08 92-04-03 600' 42'
NEW ORLEANS, LA #17 201CDQ0738 461.350 29-56-02 90-02-40 700' 0'
NEW IBERIA, LA #01 201CDS0565 462.175 30-02-08 91-47-56 519' 20'
NEW ORLEANS, LA #18 409CEE0028 851.1125 29-56-02 90-02-40 700' 0'
LAFAYETTE, LA #07 201CEA0167 464.075 30-21-44 92-12-53 962' 40'
LAKE CHARLES, LA #05 201CEC0511 461.750 30-21-00 93-14-06 480' 25'
NATCHITOCHES, LA #03 201CEC0512 463.700 31-47-27 93-08-07 400' 200'
SHREVEPORT, LA #05 201CEG0706 464.300 32-28-25 93-46-10 400' 227'
GREENWELL SPRINGS #03 201CEL0062 461.800 30-30-23 91-01-54 519' 51'
ALEXANDRIA, LA #03 201CES0404 463.275 31-16-04 92-26-24 419' 75'
RUSTON, LA #01 201CEU0693 464.750 32-40-03 92-37-50 440' 235'
AVOYELLES, LA #02 201CEW0471 463.325 31-12-33 92-04-30 300' 65'
ROCKY BRANCH, LA #01 201CFG0257 461.600 32-40-55 92-11-12 440' 165'
LAKE CHARLES, LA #07 201CFS0411 463.450 30-21-00 93-14-06 480' 25'
SPRINGHILL, LA #01 201CFY0064 464.650 33-00-54 93-29-30 440' 328'
NEW ORLEANS, LA #21 201CFY0066 461.925 29-56-02 90-02-40 700' 0'
LAFAYETTE, LA #09 201CGA0276 461.225 30-10-26 92-08-02 600' 30'
</TABLE>
1
<PAGE> 24
Exhibit A - To Offer to Buy and Bill of Sale Agreement
List of Community Repeater Assets - Louisiana
Buyer Initials: /s/ [ILLEGIBLE]
------------------
Motorola Initials: /s/ [ILLEGIBLE]
------------------
<TABLE>
<CAPTION>
==================================================================================================================
CR AS/CR
NAME ST P&L P&L'S COAM COUNTY ASSET NO. MODEL NO.
==================================================================================================================
<S> <C> <C> <C> <C> <C> <C> <C>
EAST FELICIANA, LA #01 LA 05802C 01692A/05802C E. FELICIANA Z34749 C64RCB3105AY
EPPS, LA #01 LA 05804C 03025A/05804C * DUACHTA Z34711 C64RCB3105AY
GRAND COTEAU, LA #01 LA 05805C 03058A/05805C ST. LANDRY Z34713 C64RCB6105AY
MANSFIELD, LA #01 LA 05806C 03048A/05806C DESOTO Z34737 C64RCB3105AY
KAPLAN, LA #01 LA 05807C 01690A/05807C VERMILLION Z34712 C64RCB6105AY
NEW IBERIA, LA #02 LA 05813C 02991A/05813C IBERIA Z34762 C64RCB3105AY
SHREVEPORT, LA #06 LA 05816C 02885A/05816C * CADDO Z34742 C64RCB3105AY
NEW ORLEANS, LA #22 LA 05823C 02897A/05823C * ORLEANS Z37142 C64RCB3105AY
RED STICK, LA #04 LA 05831C 03823A/03831C * BATON ROUGE Z34772 C64RCB3105AY
EPPS, LA #02 LA 05847C 03025A/05847C * DUACHTA Z34792 C64RCB3105AY
WEST MONROE, LA #01 LA 05848C 03053A/05848C * QUACHITA Z34790 C64RCB3105AY
HAUGHTON, LA #02 LA 05863C 02886A/05863C * BOSSIER Z37166 C64RCB3105AY
NEW ORLEANS, LA #08 LA 05867C 02897A/05867C * ORLEANS Z69472 C74CLB7105AY
MOORINGSPORT, LA #02 LA 05873C 04950A/05873C CADDO Z21098 C64RCB6105AY
NEW ORLEANS, LA #09 LA 05877C 02897A/05877C * ORLEANS Z26165 C64RCB3105AY
ST. TAMMANY PARISH #01 LA 05883C 02846A/05883C ST. TAMMANY Z41969 C64RCB3105AY
ALEXANDRIA, LA #04 LA 05884C 02983A/05884C * RAPIDESS Z23278 C64RCB3105AY
RED STICK, LA #02 LA 05887C 03823A/05887C * BATON ROUGE Z31716 C64RCB3105AY
HAMMOND, LA #01 LA 05896C 02927A/05896C TANGIPAHOA Z16546 C64RCB3105AY
RED STICK, LA #03 LA 05897C 03823A/05897C * BATON ROUGE Z16684 C64RCB3105AY
NEW ORLEANS, LA #10 LA 05900C 02897A/05900C * ORLEANS Z17616 C64RCB3105AY
NEW ORLEANS, LA #11 LA 05901C 02897A/05901C * ORLEANS Z18615 C75RCB6105AY
THIBODEAUX, LA #02 LA 05905C 02912A/05905C LAFOUCHE Z18619 C64RCB3105AY
EUNICE, LA #01 LA 05913C 02984A/05913C EVANGELINE Z18937 C64RCB3105AY
HOUMA, LA #01 LA 05917C 02988A/05917C TERREBONNE Z20096 C64RCB3105AY
WESTBANK, LA #01 LA 05926C 02897A/05926C * ORLEANS Z20619 C64RCB3105AY
LAFAYETTE, LA #02 LA 05928C 01678A/05928C LAFAYETTE Z20621 C64RCB3105AY
NEW ORLEANS, LA #12 LA 05932C 02897A/05932C * ORLEANS Z20625 C64RCB3105AY
NEW ORLEANS, LA #15 LA 05934C 02897A/05934C * ORLEANS Z20632 C64RCB3105AY
ACY, LA #01 LA 05939C 02910A/05939C ASCENSION Z21125 C64RCB3105AY
BUNKIE, LA #01 LA 05941C 02934A/05941C AVOYLLES Z23209 C64RCB6105AY
MONROE, LA #01 LA 05949C 02902A/05949C DUACHITA Z23234 C64RCB3105AY
NEW ORLEANS, LA #13 LA 05951C 02897A/05951C * ORLEANS Z23205 C64RCB3105AY
BATON ROUGE, LA #07 LA 05954C 03823A/05954C * BATON ROUGE Z23196 C64RCB3105AY
ABBEVILLE, LA #01 LA 05957C 03870A/05957C VERMILLION Z23240 C64RCB3105AY
LAFAYETTE, LA #03 LA 05958C 02985A/05958C * LAFAYETTE Z23248 C64RCB6105AY
GARYVILLE, LA #02 LA 05969C 03987A/05969C * ST. JOHN Z24055 C64RCB3105AY
EAST FELICIANA, LA #2 LA 07692C 01692A/07692C EAST FELICIANA Z62706 C74CLB7105AY
NEW ORLEANS, LA #23 LA 07725C 02897A/07725C * ORLEANS Z64740 C74CLB7105AY
</TABLE>
<TABLE>
<CAPTION>
===================================================================================================
CR TX ANT
NAME SERIAL NO. FREQ LATITUDE LONGITUDE HEIGHT ELEV
===================================================================================================
<S> <C> <C> <C> <C> <C> <C>
EAST FELICIANA, LA #01 201CGU0122 463.200 30-51-14 91-12-21 500' 220'
EPPS, LA #01 201CGG0348 461.775 32-36-44 91-28-20 500' 100'
GRAND COTEAU, LA #01 201CGG0453 461.650 30-19-58 92-04-31 500' 41'
MANSFIELD, LA #01 201CGN0408 463.775 32-01-04 93-40-53 428' 320'
KAPLAN, LA #01 201CGG0349 461.125 30-21-44 92-12-53 962' 40'
NEW IBERIA, LA #02 201CGY0114 463.700 30-02-08 91-47-56 500' 19'
SHREVEPORT, LA #06 201CGQ0392 462.000 32-28-25 93-46-10 420' 227'
NEW ORLEANS, LA #22 201CHW0106 464.250 29-56-02 90-02-40 700' 0'
RED STICK, LA #04 201CBY0501 463.675 30-25-56 91-11-06 700' 48'
EPPS, LA #02 201CHE0289 461.325 32-36-44 91-28-20 500' 100'
WEST MONROE, LA #01 201CHE0331 461.500 32-33-08 92-08-33 519' 85'
HAUGHTON, LA #02 201CJL1185 463.800 32-34-15 93-30-46 500' 320'
NEW ORLEANS, LA #08 474CPL0042 464.725 29-56-02 90-02-40 700' 0'
MOORINGSPORT, LA #02 TA108R 461.950 32-40-39 93-55-41 905' 205'
NEW ORLEANS, LA #09 201CDC0230 463.600 29-56-02 90-02-40 700' 0'
ST. TAMMANY PARISH #01 201CDC0440 461.175 30-25-45 90-02-38 480' 10'
ALEXANDRIA, LA #04 201CCC0324 464.700 31-11-21 92-44-43 400' 245'
RED STICK, LA #02 201CFG0355 463.700 30-25-56 91-11-06 700' 48'
HAMMOND, LA #01 RA4220 461.475 30-32-26 90-29-07 435' 50'
RED STICK, LA #03 RA3284 461.325 30-25-56 91-11-06 700' 48'
NEW ORLEANS, LA #10 SA127K 463.625 29-56-02 90-02-40 700' 0'
NEW ORLEANS, LA #11 ST5550 851.0125 29-56-02 90-02-40 700' 0'
THIBODEAUX, LA #02 SA1225 461.950 29-42-17 90-45-57 440' 5'
EUNICE, LA #01 SA1319 461.450 30-26-16 92-26-49 480' 30'
HOUMA, LA #01 SA2229 463.225 29-32-47 90-43-23 519' 5'
WESTBANK, LA #01 TA173E 463.425 29-56-02 90-02-40 700' 0'
LAFAYETTE, LA #02 TA136G 461.500 30-21-44 92-12-53 962' 40'
NEW ORLEANS, LA #12 TA149H 461.800 29-56-02 90-02-40 700' 0'
NEW ORLEANS, LA #15 TA1695 461.850 29-56-02 90-02-40 700' 0'
ACY, LA #01 TA125V 463.550 30-15-04 90-49-26 500' 5'
BUNKIE, LA #01 UA068D 461.125 30-51-47 92-06-45 320' 40'
MONROE, LA #01 UA040H 463.950 32-31-17 92-06-16 419' 79'
NEW ORLEANS, LA #13 UA078D 461.150 29-56-02 90-02-40 700' 0'
BATON ROUGE, LA #07 UA067D 461.750 30-25-56 91-11-06 700' 48'
ABBEVILLE, LA #01 UA052N 464.650 29-57-14 92-08-17 370' 10'
LAFAYETTE, LA #03 UA015N 464.750 30-17-08 92-04-03 600' 42'
GARYVILLE, LA #02 201CCE0621 463.200 30-02-52 90-28-28 185' 20'
EAST FELICIANA, LA #2 575CNE0047 462.175 30-51-14 91-12-21 500' 220'
NEW ORLEANS, LA #23 474CNN0116 461.250 29 56 02 90 02 40 700 0
</TABLE>
STATE TOTAL 80
2
<PAGE> 25
EXHIBIT A - TO OFFER TO BUY AND BILL OF SALE AGREEMENT
LIST OF COMMUNITY REPEATER ASSETS - MINNESOTA
BUYER INITIALS: /s/ [ILLEGIBLE]
MOTOROLA'S INITIALS: /s/ [ILLEGIBLE]
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
A/S A/S
COUNTY CITY NAME C/R# ANSR P/L FREQ LEASE
FILLMORE FOUNTAIN NORMAN PROPERTIES 1004 00398C 00697A 460.7750 DIRECT
WADENA WADENA HORIZON CABLE 1023 00413C 04170A 461.8000 DIRECT
RAMSEY ARDEN HILLS COMP COM 105 00424C 00450A 462.1000 MOTOROLA
ASSISI HTS GOLD CROSS AMBER TWR 190 00510C MOTOROLA
HOUSTON LA CRESCENT LACROSSE COMMUNICATION 221 00575C 00449A 461.3750 DIRECT
LE SUEUR LE SUEUR NEALE CAFLISCH 370 00727C 00338A 461.4500 MOTOROLA
OLMSTED ROCHESTER KNXR 450 00803C 00447A 461.5500 DIRECT
FREEBORN HAYWARD MARK CHRZ 486 00837C 00299A 461.8250 MOTOROLA
WINONA WINONA MARCUS COMM 501 00851C 00383A 461.0750 MOTOROLA
ITASCA GRAND RAPIDS PAN O RAMA 510 00860C 00596A 463.8000 DIRECT
DODGE DODGE CENTER OWATONNA CANNIN 548 00895C 00407A 463.4500 DIRECT
LYON MARSHALL ANDERSON TOWER 570 00919C 04350A 461.0250 C+
FILLMORE RUSHFORD ORVAL LOVEN 573 00922C 00558A 464.2500 DIRECT
MURRAY AVOCA ARNIE ONKEN 576 00925C 00539A 461.2000 DIRECT
BENTON SAUK RAPIDS WVAL 602 00952C 00628A 461.0750 DIRECT
REDWOOD REDWOOD FALLS REDWOOD FALLS TELE 635 00983C 04554A 461.1000 MOTOROLA
MILLE LACS PRINCETON WQMP 647 00996C 00775A 461.2000 DIRECT
MORRISON LITTLE FALLS LITTLE FALLS 648 00997C 00480A 461.7750 DIRECT
HENNEPIN MINNEAPOLIS NORWEST CENTER 7 01043C 04133A 461.7000 MOTOROLA
HENNEPIN MINNEAPOLIS NORWEST CENTER 736 01081C 04133A 461.6000 MOTOROLA
STEVENS JOHNSON PRAIRIE PUBLIC 741 01087C 00575A 461.2250 DIRECT
OLMSTED ROCHESTER KNXR 744 01090C 00447A 461.6250 DIRECT
STEVENS MORRIS FEDERATED TELE COOP 750 01097C 00758A 461.6250 DIRECT
CASS GULL LAKE TOWER BRDCSTG 756 01103C 00789A 461.7500 DIRECT
BLUE EARTH VERNON CENTER VERNON CENTER 770 01117C 00496A 461.0750 DIRECT
LYON MARSHALL ANDERSON TOWER 806 01151C 04350A 461.4750 C+
WABASHA WABASHA COUNTY CABLE 810 01156C 00489A 461.4750 DIRECT
STEARNS COLLEGEVILLE ST JOHN'S UNIVERSITY 829 01175C 00515A 461.1000 MOTOROLA
HOUSTON LA CRESCENT LACROSSE COMMUNICATION 860 01208C 00449A 461.3500 DIRECT
COTTONWOOD WINDOM BYRONN RICHTER 883 01229C 00464A 464.8000 DIRECT
<CAPTION>
<S> <C> <C> <C>
BASE TX/RX
STATION SYSTEM LAT LONG
YES YES 43-44-37 92-08-19
YES YES 46-21-22 95-06-25
YES NO 45-04-05 93-10-29
YES YES
YES YES 43-48-57 91-11-22
YES YES 44-29-20 93-52-55
YES YES 44-02-32 90-20-26
YES NO 43-38-27 93-08-51
YES NO 44-02-16 91-40-04
YES YES 47-15-49 93-27-50
YES YES 42-02-58 92-51-06
YES YES 44-19-40 95-49-30
YES YES 42-48-03 91-51-00
YES YES 43-56-56 95-38-42
YES YES 45-35-48 94-09-25
YES YES 44-32-23 95-10-58
YES YES 45-32-58 93-34-52
YES YES 45-59-04 94-21-32
YES NO 41-58-36 93-16-11
YES NO 41-58-36 93-16-11
YES YES 45-35-07 95-14-31
YES YES 44-02-32 90-20-26
YES YES 45-35-35 95-52-39
YES YES 46-26-36 94-22-58
YES YES 43-57-40 94-10-22
YES YES 44-19-40 95-49-30
YES YES 44-22-51 92-07-36
YES NO 45-34-57 94-22-54
YES YES 43-48-57 91-11-22
YES YES 43-48-35 95-09-10
</TABLE>
JUNE 94
Page 1
<PAGE> 26
EXHIBIT A - TO OFFER TO BUY AND BILL OF SALE AGREEMENT
LIST OF COMMUNITY REPEATER ASSETS - MINNESOTA
BUYER INITIALS: /s/ [ILLEGIBLE]
MOTOROLA'S INITIALS: /s/ [ILLEGIBLE]
<TABLE>
<CAPTION>
A/S A/S BASE TX/RX
COUNTY CITY NAME C/R# ANSR P/L FREQ LEASE STATION SYSTEM LAT LONG
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
LESUER CLEVELAND DONALD PONWITH 884 01230C 00545A 462.0500 MOTOROLA YES YES 44-19-21 93-51-21
MEEKER LITCHFIELD GREEN GIANT 896 01242C 00630A 461.3250 DIRECT YES YES 45-01-18 94-31-50
REDWOOD WALNUT GROVE GILB CONSTRUCTION 899 01245c 00542A 463.3500 DIRECT YES YES 44-14-23 95-30-00
FREEBORN ALDEN ALDEN COOP 900 01248C 00532A 462.0000 DIRECT YES YES 43-40-11 93-34-40
PIPESTONE PIPESTONE MINET BBROS 901 01249C 00305A 464.3000 DIRECT YES YES 44-04-59 96-11-00
POPE GLENWOOD GRANT HUSTAD 938 01286C 00574A 462.1000 DIRECT YES YES 45-40-10 95-22-58
STEVENS JOHNSON PRAIRIE PUBLIC 939 01287C 00575A 461.2750 DIRECT YES YES 45-35-07 95-14-31
MOWER WALTHAM CITY OF WALTHAM 958 01308C 00750A 461.4000 DIRECT YES YES 43-49-16 92-52-37
STEVENS JOHNSON PRAIRIE PUBLIC 963 01314C 00575A 461.6500 DIRECT YES YES 45-35-07 95-14-31
MOWER AUSTIN QUALITY PUBLIC TV 2078 08035C 04240A 461.0750 DIRECT YES YES 43-40-34 93-00-07
LESUER CLEVELAND DONALD PONWITH WASTE MGMT 00545A MOTOROLA YES YES
BIG STONE ORTONVILLE COMM TV TOWER 00508C 00269A 461.18 DIRECT YES YES 45-19-00 96-26-36
CLAY GLYNDON BORTNEM TOWER 00957C 00662A 461.93 DIRECT YES YES 46-50-58 96-36-46
TRAVERSE WHEATON MINN FARMS 01241C 00540A 462.05 DIRECT YES YES 45-39-01 96-32-56
MAGNOLIA KNIPS TOWER 955 01305C 682A 464.650 DIRECT YES YES 43-41-20 96-00-47
TOTAL 45
</TABLE>
Page 2
<PAGE> 27
Exhibit A - Offer to Buy and Bill of Sale Agreement
List of Community Repeater Assets - Missouri
Buyer Initials: /s/ [ILLEGIBLE]
---------------
Motorola Initials: /s/ [ILLEGIBLE]
---------------
<TABLE>
<CAPTION>
BASE TX/RX A/S A/S C/R
ANSR # STATE City COUNTY COORDINATES FREQ STATION SYSTEM LEASE P/L #
- - ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
00126C MO St. Joseph Buchanan 39-43-56/094-47-25 461.8250 YES YES DIRECT 01298A
00404C MO Clayton St.Louis 38-38-51/090-20-13 463.4000 YES NO MOTOROLA 00376A
00438C MO St. Louis St.Louis 38-41-16/090-23-03 461.2250 YES NO MOTOROLA 00323A
00469C MO Clayton St.Louis 38-38-51/090-20-13 463.7250 YES NO MOTOROLA 00376A
00470C MO Clayton St.Louis 38-38-51/090-20-13 463.5250 YES NO MOTOROLA 00376A
00489C MO Clayton St.Louis 38-38-51/090-20-13 463.9500 YES NO MOTOROLA 00376A
00491C MO Clayton St.Louis 38-38-51/090-20-13 463.4500 YES NO MOTOROLA 00376A
00492C NO Clayton St.Louis 38-38-51/090-20-13 463.5750 YES NO MOTOROLA 00376A
00545C MO Farmington Jefferson 37-43-07/090-33-01 462.0750 YES YES DIRECT 00522A
00554C MO Farmington Jefferson 37-43-07/090-33-01 461.3750 YES YES DIRECT 00522A
00562C MO Clayton St.Louis 38-38-51/090-20-13 464.4000 YES NO MOTOROLA 00376A
00599C MO St. Louis St.Louis 38-38-10/090-18-14 462.1500 YES NO MOTOROLA 00278A
00608C MO Clayton St.Louis 38-38-51/090-20-13 464.4500 YES NO MOTOROLA 00376A
00609C MO St. Louis St.Louis 38-38-10/090-18-14 464.2000 YES NO MOTOROLA 00278A
00610C MO Clayton St.Louis 38-38-51/090-20-13 464.9500 YES NO MOTOROLA 00376A
00632C MO Highridge Jefferson 38-26-47/090-32-17 464.6500 YES NO MOTOROLA 00432A
00667C MO St. Louis St.Louis 38-41-16/090-23-03 463.9750 YES NO MOTOROLA 00323A
00668C MO Clayton St.Louis 38-38-51/090-20-13 463.2750 YES NO MOTOROLA 00376A
00669C MO Clayton St.Louis 38-38-51/090-20-13 464.1750 YES NO MOTOROLA 00376A
00671C MO Columbia Columbia 39-03-15/092-16-23 461.1750 YES NO MOTOROLA 00448A
00714C MO St. Charles St. Charles 39-45-33/090-38-18 464.0000 YES NO MOTOROLA 00492A
00821C MO Clayton St.Louis 38-38-51/090-20-13 463.3000 YES NO MOTOROLA 00376A
00840C MO St. Louis St.Louis 38-41-16/090-23-03 463.8500 YES NO MOTOROLA 00323A
00841C MO St. Charles St. Charles 39-45-33/090-38-18 463.2500 YES NO MOTOROLA 00492A
00858C MO St. Charles St. Charles 39-45-33/090-38-18 461.8000 YES NO MOTOROLA 00492A
00877C MO Clayton St.Louis 38-38-51/090-20-13 463.5500 YES NO MOTOROLA 00376A
00890C MO Kirksville Adair 40-10-24/092-33-42 461.6500 YES YES DIRECT 00635A
00893C MO Highridge Jefferson 38-26-47/090-32-17 464.6250 YES NO MOTOROLA 00432A
01105C MO St. Clair Jefferson 38-18-54/091-02-21 463.8000 YES NO MOTOROLA 04568A
01168C MO Hannibal Quincy 39-43-45/091-24-15 463.2000 YES NO MOTOROLA 0040A
01278C MO Highridge Jefferson 38-27-49/090-32-07 461.2500 YES YES DIRECT 00557A
01279C MO Columbia Columbia 39-03-15/092-16-23 462.1750 YES NO MOTOROLA 00448A
01296C MO Monroe City Monroe 39-39-03/091-44-01 461.4750 YES YES DIRECT 00568A
01306C MO Clayton St.Louis 38-38-51/090-20-13 463.7500 YES NO MOTOROLA 00376A
01338C MO Hannibal Quincy 39-43-45/091-24-15 461.2250 YES NO MOTOROLA 00409A
01902C MO Branson Taney 36-29-21/093-10-47 461.1125 YES YES DIRECT 01502A
01925C MO Butler Bates 38-15-28/094-20-26 462.1500 YES YES DIRECT 01195A
01935C MO Cameron Dekalb 39-44-46/094-15-17 463.7500 YES YES DIRECT 01322A
</TABLE>
Page 1
<PAGE> 28
Exhibit A - Offer to Buy and Bill of Sale Agreement
List of Community Repeater Assets - Missouri
Buyer Initials: /s/ [ILLEGIBLE]
---------------
Motorola Initials: /s/ [ILLEGIBLE]
---------------
<TABLE>
<CAPTION>
BASE TX/RX A/S A/S C/R
ANSR# STATE CITY COUNTY COORDINATES FREQ STATION SYSTEM LEASE P/L #
- - ------------------------------------------------------------------------------------------------------------------------------------
<C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
01947C MO Chillicothe Livingston 39-48-09/093-35-12 461.8000 YES YES DIRECT 01161A
01948C MO Chillicothe Livingston 39-48-09/093-35-12 461.8250 YES YES DIRECT 01161A
01993C MO Carrollton Carroll 39-21-15/093-30-24 461.3750 YES YES DIRECT 01395A
01994C MO Carrollton Carroll 39-21-15/093-30-24 463.6750 YES YES DIRECT 01395A
02091C MO Eldon Miller 38-20-27/092-47-50 463.8000 YES YES DIRECT 01147A
02130C MO Fordland Greene 37-11-40/092-56-04 461.5000 YES YES DIRECT 01454A
02202C MO Higginsville LaFayette 39-04-01/093-44-06 461.1150 YES YES DIRECT 01156A
02225C MO Harrisonville Cass 38-39-35/094-17-05 461.8250 YES YES DIRECT 01241A
02301C MO Lebanon LaClede 37-42-39/092-42-43 461.2750 YES YES DIRECT 01460A
02434C MO Marshall Saline 39-07-59/093-12-46 463.4500 YES YES DIRECT 01197A
02455C MO Marysville Dekalb 40-18-15/094-57-04 461.2500 YES YES MOTOROLA 01585A
02524C MO Osage Beach Camden 38-09-22/092-36-43 461.1250 YES YES DIRECT 01297A
02652C MO Springfield Greene 37-10-52/093-15-46 464.7250 YES YES DIRECT 01345A
02653C MO Springfield Greene 37-12-25/093-17-48 463.2500 YES YES DIRECT 01350A
02655C MO Springfield Greene 37-12-25/093-17-48 464.4500 YES YES DIRECT 01329A
02665C MO St. Joseph Buchanan 39-43-56/094-47-25 464.3500 YES YES DIRECT 01298A
02666C MO St. Joseph Buchanan 39-43-56/094-47-25 464.7500 YES YES DIRECT 01298A
02668C MO St. Joseph Buchanan 39-43-56/094-47-25 462.1000 YES YES DIRECT 01298A
02700C MO Trenton Grundy 40-05-17/093-37-29 461.4500 YES YES DIRECT 01143A
02701C MO Trenton Grundy 40-05-17/093-37-29 464.8000 YES YES DIRECT 01143A
02765C MO Willow Springs Howell 37-00-25/091-54-25 461.0750 YES YES DIRECT 01425A
02779C MO West Plains Howell 36-45-00/091-49-40 464.7250 YES YES DIRECT 01179A
</TABLE>
TOTAL 60
Page 2
<PAGE> 29
Exhibit A - Offer to Buy and Bill of Sale Agreement
List of Community Repeater Assets - Montana
Buyer Initials: /s/ [ILLEGIBLE]
---------------
Motorola Initials: /s/ [ILLEGIBLE]
---------------
<TABLE>
<CAPTION>
BASE TX/RX A/S A/S C/R
ANSR # STATE CITY COUNTY COORDINATES FREQ STATION SYSTEM LEASE P/L#
- - ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
06755C MT Big Sandy/Centennial Choteau 48-12-40/109-51-23 463.3500 YES YES DIRECT 03439A
06825C MT Great Falls/Highwood Cascade 47-22-20/110-38-00 463.4500 YES YES MOTOROLA 03540A
06880C MT Dillon/Mauer Mtn. Beaverhead 44-56-40/112-44-05 464.3000 YES YES DIRECT 03615A
06970C MT Great Falls/Sullivan Cascade 47-18-25/111-57-33 463.6500 YES YES DIRECT 03744A
07083C MT Great Falls/Highwood Cascade 47-22-20/110-38-00 463.9500 YES YES MOTOROLA 03540A
07147C MT Zortman Phillips 47-55-27/108-35-04 463.4000 YES YES DIRECT 03800A
</TABLE>
TOTAL 6
Page 1
<PAGE> 30
Exhibit A - Offer to Buy and Bill of Sale Agreement
List of Community Repeater Assets - Nebraska
Buyer Initials: /s/ [ILLEGIBLE]
---------------
Motorola Initials: /s/ [ILLEGIBLE]
---------------
<TABLE>
<CAPTION>
BASE TX/RX A/S A/S C/R
ANSR# STATE CITY COUNTY COORDINATES FREQ STATION SYSTEM LEASE P/L NO.
- - ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
06701C NE Ainsworth Brown 42-32-45/099-49-55 461.2000 YES YES DIRECT 03774A
06704C NE Alliance Box Butte 42-11-51/102-52-51 461.8500 YES YES DIRECT 03376A
06708C NE Angora Morrill 41-45-38/102-57-22 461.3000 YES YES MOTOROLA 03380A
06715C NE Aurora Hamilton 41-00-34/98-00-33 461.4500 YES YES DIRECT 03389A
06722C NE Beaver Crossing Seward 40-48-08/097-10-46 464.6250 YES YES DIRECT 03387A
06722C NE Beemer Cuming 41-56-05/096-48-50 463.5750 YES YES DIRECT 03400A
06772C NE David City Butler 41-13-25/097-06-07 463.3000 YES YES MOTOROLA 03464A
06781C NE Doniphan Hall 40-47-11/099-22-00 463.8750 YES YES DIRECT 03474A
06782C NE Dorchester Saline 40-37-28/096-59-53 463.3500 YES YES DIRECT 03475A
06790C NE Elgin Antelope 41-55-55/098-08-43 461.1750 YES YES DIRECT 03484A
06797C NE Falls City Richardson 41-01-04/095-35-39 461.1500 YES YES DIRECT 03496A
06804C NE Fremont Dodge 41-24-21/096-31-44 464.3000 YES YES DIRECT 03505A
06823C NE Henderson York 40-46-16/097-47-06 463.9375 YES YES DIRECT 03538A
06835C NE Imperial Chase 40-31-30/101-40-00 460.9500 YES YES DIRECT 03553A
06848C NE Kimball Kimball 41-12-34/103-40-09 463.3000 YES YES MOTOROLA 03573A
06850C NE Gering/KNEB Scottsbluff 41-50-40/103-38-07 461.4750 YES YES MOTOROLA 07924A
06852C NE Superior Nuckells 40-05-13/097/55-13 461.0250 YES YES DIRECT 03580A
06868C NE Lincoln Lancaster 40-42-39/096-35-22 462.0500 YES NO MOTOROLA 03579A
06869C NE Lindsey Platte 41-42-48/097-44-33 463.2500 YES YES DIRECT 03600A
06875C NE Madison Madison 41-49-00/097-25-30 463.2250 YES YES DIRECT 03608A
06896C NE Omaha/Mobile Comm Dodge 41-19-10/095-58-53 463.2250 YES YES MOTOROLA 03633A
06913C NE Norfolk Madison 42-01-43/097-21-24 464.7000 YES YES DIRECT 03658A
06918C NE ONeill Holt 42-26-56/098-36-53 462.0500 YES YES DIRECT 03668A
06922C NE Osceola Shelby 41-11-09/097-32-42 463.4250 YES YES MOTOROLA 03670A
06952C NE Scottsbluff Scottsbluff 42-07-42/103-40-38 461.0000 YES NO MOTOROLA 03716A
06967C NE St. Edwards Boone 41-31-55/097-54-48 461.9000 YES YES DIRECT 03737A
06988C NE Valentine Cherry 42-54-23/100-33-52 463.3500 YES YES DIRECT 03769A
07009C NE Omaha/Crown Point Dodge 41-18-40/096-01-37 464.7500 YES YES DIRECT 03795A
07050C NE Angora Morrill 41-45-38/102-57-22 463.2500 YES YES MOTOROLA 03380A
07052C NE Aurora Hamilton 41-00-34/98-00-33 460.8000 YES YES DIRECT 03389A
07055C NE Beaver Crossing Seward 40-48-08/097-10-46 464.7000 YES YES DIRECT 03387A
07060C NE Broken Bow Custer 41-23-14/099-49-15 464.3500 YES YES DIRECT 03419A
07082C NE Henderson York 40-46-16/097-47-06 461.0250 YES YES DIRECT 03538A
07088C NE Imperial Chase 40-31-30/101-40-00 463.9500 YES YES DIRECT 03553A
07100C NE Lincoln Lancaster 40-42-39/096-35-22 463.9750 YES NO MOTOROLA 03599A
07109C NE Omaha/Mobile Comm Dodge 41-19-10/095-58-53 463.4250 YES YES MOTOROLA 03633A
07126C NE Scottsbluff Scottsbluff 42-07-42/103-40-38 463.9500 YES NO MOTOROLA 03716A
07138C NE Valentine Cherry 42-54-23/100-33-52 464.9000 YES YES DIRECT 03769A
07145C NE Omaha/Crown Point Dodge 41-18-40/096-01-37 464.2000 YES YES DIRECT 03795A
07152C NE Beaver Crossing Seward 40-48-08/097-10-46 463.9000 YES YES DIRECT 03387A
07179C NE Lincoln Lancaster 40-42-39/096-35-22 461.1500 YES NO MOTOROLA 03599A
07196C NE Scottsbluff Scottsbluff 42-07-42/103-40-38 463.2250 YES NO MOTOROLA 03716A
07256C NE Omaha/Woodmen Dodge 41-15-28/095-56-19 462.1000 YES NO MOTOROLA 03793A
07843C NE Arapahoe Furnas 40-15-40/099-54-10 464.8000 YES YES DIRECT 03383A
07924C NE Gering/KNEB Scottsbluff 41-50-40/103-38-07 463.9750 YES YES MOTOROLA 07924A
TOTAL 45
</TABLE>
<PAGE> 31
Exhibit A - Offer to Buy and Bill of Sale Agreement
List of Community Repeater Assets - North Dakota
Buyer Initials: /s/ [ILLEGIBLE]
---------------
Motorola Initials: /s/ [ILLEGIBLE]
---------------
<TABLE>
<CAPTION>
BASE TX/RX A/S A/S C/R
ANSR # STATE CITY COUNTY COORDINATES FREQ STATION SYSTEM LEASE P/L #
- - ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
06727C ND Beulah Mercer 47-19-07/101-48-49 462.1250 YES YES DIRECT 03405A
06733C ND Bottineau Bottineau 47-48-50/101-46-05 463.8500 YES YES DIRECT 03412A
06735C ND Bowman Bowman 46-11-42/103-23-02 461.8500 YES YES MOTOROLA 03414A
06777C ND Dickinson Stark 46-15-19/102-43-15 461.8750 YES YES DIRECT 03469A
06789C ND Edgley LaMoure 46-21-26/098-42-35 463.2000 YES YES DIRECT 03483A
06798C ND Fargo Cass 46-52-27/096-47-12 461.7000 YES YES MOTOROLA 03498A
06814C ND Grafton Walsh 48-24-38/097-24-51 461.4000 YES YES DIRECT 03522A
06893C ND Minot Ward 48-16-37/101-20-39 461.9000 YES YES DIRECT 03630A
06909C ND Napolean Logan 42-29-08/094-11-10 461.7500 YES YES DIRECT 03653A
06910C ND New Salem Morton 46-48-35/101-25-13 461.8500 YES YES DIRECT 03656A
06924C ND Petersburg Nelson YES YES DIRECT
06941C ND Regent Hettinger 46-25-24/102-33-23 461.0750 YES YES DIRECT 03698A
06954C ND Sentinel Butte Golden Valley 46-52-37/103-50-20 462.1000 YES YES DIRECT 03719A
06964C ND Souris River Ward 48-01-34/101-18-57 461.9750 YES YES DIRECT 03733A
06989C ND Valley City Barnes 46-55-33/097-53-28 461.9750 YES YES DIRECT 03770A
06996C ND Amenia/WDAY Cass 47-00-43/097-11-58 461.9000 YES YES MOTOROLA 03780A
07059C ND Bowman Bowman 46-11-42/103-23-02 463.3000 YES YES MOTOROLA 03414A
07814C ND Amidon/Chaukey Butte Stark 46-24-06/103-20-23 461.9000 YES YES DIRECT 03441A
</TABLE>
TOTAL 18
Page 1
<PAGE> 32
EXHIBIT A - TO OFFER TO BUY AND BILL OF SALE AGREEMENT
List of Community Repeater Assets - Ohio
Buyer Initials: /s/
----------
Motorola's Initials /s/
----------
<TABLE>
<CAPTION>
A/S A/S BASE TX/RX
C/R # ANSR # CITY COUNTY LEASE P/L # STATION SYSTEM
<S> <C> <C> <C> <C> <C>
1-2 04747C Cincinnati Hamilton Motorola Yes No
1-3 04748C Cincinnati Hamilton Motorola Yes No
1-7 04752C Five Mile Brown Direct Yes Yes
1-8 04753C Cincinnati Hamilton Motorola Yes Yes
1-9 04754C Cincinnati Hamilton Direct Yes Yes
1-11 04755C Cincinnati Hamilton Direct Yes Yes
1-15 04758C Bellefontaine Logan Motorola Yes No
1-17 04759C Cincinnati Hamilton Direct Yes Yes
1-18 04760C Cincinnati Hamilton Motorola Yes No
1-19 04761C Cincinnati Hamilton Motorola Yes No
1-21 04763C Lima Allen Direct Yes Yes
1-22 04764C Cincinnati Hamilton Motorola Yes No
1-31 04767C Cincinnati Hamilton Motorola Yes No
1-38 04769C Cincinnati Hamilton Motorola Yes No
1-39 04770C Cincinnati Hamilton Motorola Yes No
1-40 04771C Cincinnati Hamilton Direct Yes Yes
1-44 04773C Cincinnati Hamilton Motorola Yes No
1-72 04786C Cincinnati Hamilton Motorola Yes Yes
1-82 04792C Celina Mercer Motorola Yes No
1-85 04795C Hillsboro Highland Direct Yes Yes
1-87 04797C Lebanon Warren Direct Yes Yes
1-88 04798C Cedar Grove, IN Franklin Direct Yes Yes
1-93 04803C Mt Repose Clermont Direct Yes Yes
1-94 04804C Lebanon Warren Direct Yes Yes
1-95 04805C Sidney Shelby Direct Yes Yes
1-97 04807C Mt Repose Clermont Direct Yes Yes
5-30 04876C Toledo Lucas Motorola Yes No
4-6 04908C Bellaire Belmont Direct Yes Yes
4-26 04923C Wierton Brooke, WV Direct Yes Yes
4-27 04924C Martins Ferry Belmont Direct Yes Yes
4-33 04928C Moundsville Marshall, WV Direct Yes Yes
4-46 04940C Wierton Brooke, WV Direct Yes Yes
4-34 04929C Steubenville Jefferson Direct Yes Yes
4-42 04936C Martins Ferry Belmont Direct Yes Yes
4-47 04941C St. Clairsville Belmont Direct Yes Yes
5-2 04950C Chardon Geauga Direct Yes Yes
5-3 04951C Toledo Lucas Motorola Yes No
</TABLE>
Page 1
<PAGE> 33
Exhibit A - To Offer To Buy and Bill of Sale Agreement
List of Community Repeater Assets - Ohio
Buyer Initials: /s/ [ILLEGIBLE]
-----------
Motorola's Initials: /s/ [ILLEGIBLE]
-----------
<TABLE>
<CAPTION>
A/S A/S BASE TX/RX
C/R# ANSR# CITY COUNTY LEASE P/L# STATION SYSTEM
<S> <C> <C> <C> <C> <C> <C> <C>
5-4 04952C Cleveland Cuyahoga Motorola Yes No
5-5 04953C Cleveland Cuyahoga Motorola Yes No
5-6 04954C Cleveland Cuyahoga Motorola Yes No
5-7 04955C Strongsville Cuyahoga Motorola Yes No
5-8 04956C Parma Cuyahoga Motorola Yes No
5-9 04957C East Cleveland Cuyahoga Motorola Yes Yes
5-10 04958C Toledo Lucas Motorola Yes No
5-12 04960C Toledo Lucas Motorola Yes No
5-13 04961C Toledo Lucas Motorola Yes No
5-14 04962C Toledo Lucas Motorola Yes No
5-15 04963C Cleveland Cuyahoga Motorola Yes No
5-16 04964C Strongsville Cuyahoga Motorola Yes No
5-21 04967C Cleveland Cuyahoga Motorola Yes No
5-22 04968C Cleveland Cuyahoga Motorola Yes No
5-23 04969C Cleveland Cuyahoga Motorola Yes No
5-25 04971C North Olmsted Cuyahoga Motorola Yes Yes
5-26 04972C Cleveland Cuyahoga Motorola Yes No
5-27 04973C Cridersville Auglaize Direct Yes Yes
5-28 04974C Toledo Lucas Motorola Yes No
5-29 04975C Medina Medina Direct Yes Yes
5-31 04977C Elyria Lorain Direct Yes Yes
5-32 04978C Celina Mercer Motorola Yes No
5-33 04979C Sugar Ridge Wood Direct Yes Yes
5-34 04980C Cleveland Cuyahoga Motorola Yes No
5-35 04981C Cleveland Cuyahoga Motorola Yes No
5-37 04983C Beachwood Cuyahoga Motorola Yes No
5-38 04984C Cleveland Cuyahoga Motorola Yes No
5-40 04986C Toledo Lucas Motorola Yes No
5-43 04987C Sandusky Erie Motorola 02502A Yes No
5-44 04988C Cleveland Cuyahoga Motorola Yes No
5-45 04989C Cleveland Cuyahoga Motorola Yes No
5-46 04990C Bellefontaine Logan Motorola Yes No
5-48 04991C New Riegel Seneca Direct Yes Yes
5-49 04992C Cleveland Cuyahoga Motorola Yes No
5-50 04993C Cleveland Cuyahoga Motorola Yes No
5-52 04995C Bowling Green Wood Motorola Yes Yes
5-54 04997C Elyria Lorain Direct Yes Yes
</TABLE>
Page 2
<PAGE> 34
Exhibit A - To Offer To Buy and Bill of Sale Agreement
List of Community Repeater Assets - Ohio
Buyer Initials: /s/ [ILLEGIBLE]
-----------
Motorola's Initials: /s/ [ILLEGIBLE]
-----------
<TABLE>
<CAPTION>
A/S A/S BASE TX/RX
C/R# ANSR# CITY COUNTY LEASE P/L# STATION SYSTEM
<S> <C> <C> <C> <C> <C> <C> <C>
5-55 04998C Amherst Lorain Direct Yes Yes
4-39 04999C Chester Hancock, WV Direct Yes Yes
5-56 04933C Upper Sandusk Wyandot Direct Yes Yes
5-58 05000C Belmore Putnam Motorola Yes Yes
5-59 05001C Napoleon Henry Direct Yes Yes
5-60 05002C Haucktown Hancock Motorola Yes Yes
5-61 05003C Kenton Hardin Direct Yes Yes
5-62 05004C Toledo Lucas Motorola Yes No
5-64 05006C Archbold Fulton Direct Yes Yes
5-66 05008C Toledo Lucas Motorola Yes No
5-67 05009C Celina Mercer Motorola Yes No
5-68 05010C BelleFontaine Logan Motorola Yes No
5-69 05011C Wapakoneta Auglaize Direct Yes Yes
5-70 05012C Belmore Putnam Motorola Yes Yes
5-71 05013C Ada Hardin Direct Yes Yes
5-72 05014C Lima Allen Direct Yes Yes
5-75 05016C Lindsey Sandusky Direct Yes Yes
5-76 05017C Delta Fulton Direct Yes Yes
5-77 05018C Celina Mercer Motorola Yes No
5-79 05020C Toledo Lucas Motorola Yes No
5-82 05021C Cleveland Cuyahoga Motorola Yes No
5-86 05023C Sandusky Erie Motorola 02502A Yes No
6-4 05027C Cambridge Guernsey Direct Yes Yes
6-9 05032C Dayton Montgomery Motorola Yes No
6-10 05033C Greenville Darke Direct Yes Yes
6-11 05034C Dayton Montgomery Motorola Yes No
6-12 05035C Dayton Montgomery Motorola Yes No
6-13 05036C Dayton Montgomery Motorola Yes No
6-14 05037C Dayton Montgomery Motorola Yes No
6-17 05040C Washington C.H. Fayette Direct Yes Yes
6-18 05041C Dayton Montgomery Motorola Yes No
6-20 05043C Chillicothe Ross Motorola Yes No
6-21 05044C Delaware Delaware Direct 02561a Yes Yes
6-24 05047C Covington Miami Direct Yes Yes
6-25 05048C Dayton Montgomery Motorola Yes Yes
6-31 05053C Urbana Champaign Direct Yes Yes
6-35 05057C Marysville Union Direct Yes Yes
</TABLE>
Page 3
<PAGE> 35
Exhibit A - To Offer To Buy and Bill of Sale Agreement
List of Community Repeater Assets - Ohio
Buyer Initials /s/ [ILLEGIBLE]
Motorola's Initials /s/ [ILLEGIBLE]
<TABLE>
<CAPTION>
A/S A/S BASE TX/RX
C/R ANSR CITY COUNTY LEASE P/L # STATION SYSTEM
<S> <C> <C> <C> <C> <C> <C> <C>
6-36 05058C Bloomfiled Muskingum Direct Yes Yes
6-38 05060C Newark Licking Motorola Yes Yes
6-39 05061C North Robinson Crwford Direct 02565A Yes Yes
6-40 05062C Chillicothe Ross Motorola Yes No
6-44 05066C Coshocton Coshocton Direct Yes Yes
6-45 05067C Marysville Union Direct Yes Yes
6-50 05072C Zanesville Muskingum Direct Yes Yes
6-54 05076C Dayton Montgomery Motorola Yes Yes
6-55 05077C Dayton Montgomery Motorola Yes Yes
6-57 05079C Zanesville Muskingum Direct Yes Yes
6-60 05082C Medway Clark Motorola Yes Yes
6-62 05084C Mt. Vernon Knox Motorola 02573A Yes No
6-65 05086C Marengo Morrow Direct Yes Yes
6-66 05087C Van Wert Van Wert Direct Yes Yes
6-67 05088C Newark Licking Motorola Yes Yes
6-68 05089C Chillicothe Ross Motorola Yes No
6-37 05059C Zanesville Muskingum Direct Yes Yes
10-1 05270C Louisville Stark Motorola Yes No
10-3 05271C Copley Summit Motorola Yes No
10-9 05275C Louisville Stark Motorola Yes No
10-13 05279C Copley Summit Motorola Yes No
10-14 05280C Copley Summit Motorola Yes No
10-17 05283C Canton Stark Motorola Yes Yes
10-18 05284C Medina Medina Direct Yes Yes
10-20 05286C Copley Summit Motorola Yes No
10-22 05287C Paris Stark Motorola Yes No
10-25 05290C East Sparta Stark Motorola Yes Yes
10-26 05291C Richfield Summit Direct Yes Yes
10-27 05292C Ravenna Portage Motorola Yes Yes
10-28 05293C Painsville Lake Direct Yes Yes
10-29 05294C Copley Summit Motorola Yes No
10-32 05295C Louisville Stark Motorola Yes No
10-33 05296C Richfield Summit Direct Yes Yes
10-34 05297C Louisville Stark Motorola Yes No
10-37 05300C Copley Summit Motorola Yes No
10-38 05301C Paris Stark Motorola Yes No
10-39 05302C Canton Stark Motorola Yes Yes
</TABLE>
Page 4
<PAGE> 36
Exhibit A - To Offer To Buy and Bill of Sale Agreement
List of Community Repeater Assets - Ohio
Buyer Initials /s/ [ILLEGIBLE]
Motorola's Initial /s/ [ILLEGIBLE]
<TABLE>
<CAPTION>
A/S A/S BASE TX/RX
C/R # ANSR # CITY COUNTY LEASE P/L # STATION SYSTEM
<S> <C> <C> <C> <C> <C> <C> <C>
10-40 05303C Cadiz Harrison Direct 02722A Yes Yes
10-50 05306C Painsville Lake Direct Yes Yes
1-100 05309C Waynesville Warren Direct Yes Yes
6-70 07728C Mt. Vernon Knox Motorola 02573A Yes No
6-71 07910C Newark Licking Motorola Yes Yes
6-7 05030C Springfield Clark Motorola Yes No
06-17 05045C CIRCLEVILLE HILL IMPLEMENT CIRC DIR 2537A Yes YES
06-01 05024C COLUMBUS WBNS - COLUMBUS, I MOTO 2557A Yes NO
06-02 05025C COLUMBUS WCVO COLUMBUS Of DIR 2528A Yes YES
06-08 05031C COLUMBUS MOTORISTS MUTUAL( MOTO 2536A Yes YES
06-15 05038C COLUMBUS WBNS-COLUMBUS,( MOTO 2557A Yes NO
06-27 05050C COLUMBUS WBNS-COLUMBUS,( MOTO 2557A Yes NO
06-43 05065C COLUMBUS WBNS-COLUMBUS,( MOTO 2557A Yes NO
06-47 05069C COLUMBUS WBNS-COLUMBUS,( MOTO 2557A Yes NO
10-19 05285C COPLEY LOCKHART #4-COPL MOTO 2710A Yes NO
06-33 05055C GREEN CAMP GR CAMP ELEVATOR( DIR 2554A Yes YES
06-59 05081C HILLIARD OHIO COMSYSTEMS+ DIR 2543A Yes YES
06-41 05063C LANCASTER GLEBA II LANCASTER DIR 2572A Yes YES
06-51 05073C PATASKALA OHIO COMM SYSTEMS DIR 2541A Yes YES
06-46 05068C RICHWOOD UNION LANDMARK RI( DIR 3862A Yes YES
06-23 05046C WEST JEFFERS BILL LANEY -W.JEFFE DIR 2542A Yes YES
6-48 05070C COLUMBUS SUMMIT CHASE MOTO 02517A Yes NO
TOTAL 170
</TABLE>
Page 5
<PAGE> 37
Exhibit A - Offer to Buy and Bill of Sale Agreement
List of Community Repeater Assets - South Dakota
Buyer Initials: /s/ [ILLEGIBLE]
Motorola Initials: /s/ [ILLEGIBLE]
<TABLE>
<CAPTION>
BASE TX/RX A/S A/S C/R
ANSR NO. STATE CITY COUNTY COORDINATES FREQ STATION SYSTEM LEASE P/L NO.
- - ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
06738C SD Britton Marshall 45-47-58/098-45-38 460.9000 YES YES DIRECT 03418A
06740C SD Brookings North Brookings 44-27-06/096-46-36 461.0750 YES YES DIRECT 03420A
06741C SD Brookings South Brookings 44-18-41/096-47-29 461.8000 YES YES DIRECT 03421A
06747C SD Canton Lincoln 43-18-38/095-36-12 464.8500 YES YES DIRECT 03429A
06834C SD Huron Beadle 44-18-07/098-09-13 464.9500 YES YES DIRECT 03552A
06895C SD Mitchell Davison 43-41-25/098-00-27 464.9000 YES YES MOTOROLA 03632A
06930C SD Platte Charles 42-20-03/098-45-50 464.0250 YES YES DIRECT 03681A
06940C SD Redfield Spink 44-52-40/098-31-25 461.5000 YES YES DIRECT
06971C SD Summit Roberts 45-22-29/097-02-20 463.6500 YES YES DIRECT 03745A
06985C SD Irene/Turkey Ridge Turner 43-15-04/097-24-09 463.9000 YES YES DIRECT 03764A
06995C SD Watertown Codington 45-51-38/097-06-24 461.4750 YES YES MOTOROLA
07680C SD Summit Roberts 45-22-29/097-02-20 461.9500 YES YES DIRECT 03745A
TOTAL 12
</TABLE>
<PAGE> 38
Exhibit A - To Offer to Buy and Bill of Sale Agreement
List of Community Repeater Assets - Texas
Buyer Initials: /s/ [ILLEGIBLE]
-----------------------------
Motorola Initials: /s/ [ILLEGIBLE]
-------------------------
<TABLE>
<CAPTION>
CR AS/CR COAM ASSET MODEL SERIAL
NAME ST P&L P/L No. COUNTY NO. N0.
<S> <C> <C> <C> <C> <C> <C> <C> <C>
GREENVILLE, TX No.02 TX 00113C 01415A/00113C HUNT Z31216 C64RCB6105AY 201CFG0749
WICHITA FALLS, TX No.03 TX 00127C 01561A/00127C WICHITA Z23251 C64RCB3105AY UA057N
AMARILLO, TX No.02 TX 01847C 01100A/01847C POTTER Z18924 C64RCB3105AY SA0347
ANDREWS, TX No.01 TX 01850C 01188A/01850C ANDREWS Z28006 C64RCB3105AY 201CEA0468
ATHENS, TX No.01 TX 01870C 01129A/01870C HENDERSON Z24605 C64RCB3105AY 201CCW0086
ATLANTA, TX No.01 TX 01871C 01432A/01871C CASS C64RCB3105AY 201CJJ1146
BIG LAKE, TX No.01 TX 01882C 01187A/01882C REAGAN Z29611 C64RCB6105AY 201CEL0072
BIG SPRING, TX No.01 TX 01885C 01336A/01885C HOWARD Z16336 C64RCB3105AY RA038N
BIG SPRING, TX No.02 TX 01886C 01367A/01886C * HOWARD Z22651 C64RCB6105AY 201CCG0206
BIG SPRING, TX No.04 TX 01888C 01367A/01888C * HOWARD Z31249 C64RCB3105AY 201CFS0120
BRECKENRIDGE, TX No.01 TX 01901C 01233A/01901C STEPHENS Z22669 C64RCB6105AY 201CCLO180
BORGER, TX No.01 TX 01906C 01394A/01906C ROBERTS Z26749 C64RCB3105AY 201CDN0278
BOWIE, TX No.01 TX 01909C 01504A/01909C MONTAGUE Z23260 C64RCB3105AY 201CCC0251
BOWIE, TX No.02 TX 01910C 01504A/01910C MONTAGUE Z31297 C64RCB3105AY 201CFY0683
BROWNFIELD, TX No.02 TX 01913C 01135A/01913C TERRY Z24627 C64RCB3105AY 201CCY0098
BRONTE, TX No.01 TX 01916C 01387A/01916C COKE Z23222 C64RCB3105AY TA0449
BRONTE, TX No.03 TX 01918C 01387A/01918C COKE Z31245 C64RCB3105AY 201CFU0610
BOVINA, TX No.01 TX 01929C 01473A/01929C PARMER Z31241 C64RCB3105AY 201CFQ0546
CANADIAN, TX No.01 TX 01936C 01381A/01936C HEMPHILL Z23239 C64RCB3105AY UA061N
CARTHAGE, TX No.01 TX 01943C 01133A/01943C * PANOLA Z24643 C64RCB3105AY 201CDA0091
CLEBURNE, TX No.01 TX 01944C 01264A/01944C TARRANT Z21120 C64RCB6105AY TA113V
CLAUDE, TX No.01 TX 01958C 01235A/01958C ARMSTRONG Z29601 C64RCB6105AY 201CEJ0539
CLARKSVILLE, TX No.01 TX 01971C 01112A/01971C RED RIVER C64RCB3105AY 201CDL0440
CUMBY, TX No.01 TX 01973C 01414A/01973C HOPKINS Z23236 C64RCB3105AY UA322H
CANTON, TX No.01 TX 01977C 01597A/01977C VAN ZANDT C64RCB3105AY 201CHA0099
COLORADO CITY, TX No.01 TX 01980C 01463A/01980C MITCHELL Z31230 C64RCB3105AY 201CFN0201
COTTON CENTER, TX No.01 TX 01981C 01185A/01981C HALE Z26690 C64RCB3105AY 201CDC0277
DIMMITT, TX No.01 TX 02008C 01153A/02008C CASTRO Z24607 C64RCB3105AY 201CCW0054
DALHART, TX No.01 TX 02009C 01368A/02009C DALLAM Z22728 C64RCB6105AY 201CCU0036
DALLAS, TX No.01 TX 02011C 00101A/02011C * DALLAS Z29676 C64RCB3105AY 201CFA0402
DALLAS, TX No.02 TX 02012C 00101A/02012C * DALLAS Z13045 C74CLB7105AY 474CLG0018
DALLAS, TX No.04 TX 02014C 00101A/02014C * DALLAS Z16224 C64RCB3105AY RA045K
DALLAS, TX No.06 TX 02016C 00101A/02016C * DALLAS Z14039 C64RCB3105AY RA047K
DALLAS, TX No.07 TX 02017C 01058A/02017C * ELLIS Z16215 C64RCB3105AY RA048K
DALLAS, TX No.08 TX 02018C 01058A/02018C * ELLIS Z16221 C64RCB3105AY RA049K
DALLAS, TX No.09 TX 02019C 01058A/02019C * ELLIS Z29659 C64RCB3105AY 201CEW0570
DALLAS, TX No.10 TX 02020C 01058A/02020C * ELLIS Z29679 C64RCB3105AY 201CFA0268
DALLAS, TX No.11 TX 02021C 00101A/02021C * DALLAS Z29686 C64RCB3105AY 201CFA0403
DALLAS, TX No.12 TX 02022C 00101A/02022C * DALLAS Z29688 C64RCB3105AY 201CFA0448
<CAPTION>
CR TX LATITUDE LONGITUDE ANY ELEV
NAME ST FREQ HEIGHT
<S> <C> <C> <C> <C> <C> <C>
GREENVILLE, TX. No. 02 TX 483.1625 33 08 03 96 07 35 352' 570'
WICHITA FALLS, TX No.03 TX 463.200 33-53-18 98-34-08 449' 1015'
AMARILLO, TX No.02 TX 461.375 35-12-26 101-50-18 427' 3660'
ANDREWS, TX No.01 TX 460.700 32-17-21 102-51-15 498' 3150'
ATHENS, TX No.01 TX 463.575 32-15-16 95-51-29 440' 480'
ATLANTA, TX No.01 TX 464.225 33-08-58 94-09-14 320' 340'
BIG LAKE, TX No.01 TX 461.600 21-12-40 101-25-29 480' 2727'
BIG SPRING, TX No.01 TX 461.375 32-12-05 101-26-41 400' 2808'
BIG SPRING, TX No.02 TX 463.775 32-11-00 101-27-33 485' 2760'
BIG SPRING, TX No.04 TX 461.175 32-11-00 101-27-33 485' 2760'
BRECKENRIDGE, TX No.01 TX 464.300 32-45-31 98-41-58 480' 1455'
BORGER, TX No.01 TX 461.600 35-38-56 101-23-37 190' 3100'
BOWIE, TX No.01 TX 461.775 33-34-11 97-50-01 350' 1125'
BOWIE, TX No.02 TX 463.900 33-40-17 97-37-16 400' 1300'
BROWNFIELD, TX No.02 TX 463.825 33-09-18 102-16-51 480' 3312'
BRONTE, TX No.01 TX 461.825 31-45-26 100-19-20 325' 2349'
BRONTE, TX No.03 TX 461.650 31-41-47 100-20-15 440' 2340'
BOVINA, TX No.01 TX 461.725 34-31-09 102-52-50 500' 4013'
CANADIAN, TX No.01 TX 461.050 35-48-50 100-23-24 400' 2824'
CARTHAGE, TX No.01 TX 463.875 32-08-47 94-23-38 440' 320'
CLEBURNE, TX No.01 TX 461.800 32-23-05 97-23-46 330' 810'
CLAUDE, TX No.01 TX 462.175 35-10-28 101-33-14 400' 3523'
CLARKSVILLE, TX No.01 TX 464.275
CUMBY, TX No.01 TX 463.900 33-08-06 95-48-04 290' 606'
CANTON, TX No.01 TX 461.950 32-31-29 95-44-50 232' 602'
COLORADO CITY, TX No.01 TX 463.200 32-24-49 100-52-06 553' 2170'
COTTON CENTER, TX No.01 TX 461.650 33-59-34 101-58-45 145' 3400'
DIMMITT, TX No.01 TX 461.400 34-33-23 102-18-07 360' 4222'
DALHART, TX No.01 TX 461.375 36-02-55 102-30-45 150' 3980'
DALLAS, TX No.01 TX 461.800 32 51 57 96 48 01 305' 591'
DALLAS, TX No.02 TX 461.500 32 51 57 96 48 01 310 591
DALLAS, TX No.04 TX 461.325 32 51 57 96 48 01 310' 591'
DALLAS, TX N0.06 TX 462.100 32 51 57 96 48 01 310' 591'
DALLAS, TX No.07 TX 463.975 32 31 52 96 56 57 1000' 785'
DALLAS, TX No.08 TX 463.925 32 31 52 96 56 57 1000' 785'
DALLAS, TX No.09 TX 463.825 32 31 52 96 56 57 1000' 785'
DALLAS, TX No.10 TX 463.875 32 31 52 96 56 57 1000' 785'
DALLAS, TX No.11 TX 462.000 32 51 57 96 48 01 310' 591'
DALLAS, TX No.12 TX 461.050 32 51 57 96 48 01 310' 591'
</TABLE>
Page l
<PAGE> 39
Exhibit A - To Offer to Buy and Bill of Sale Agreement
List of Community Repeater Assets - Texas
Buyer Initials: /s/ [ILLEGIBLE]
Motorola Initials: /s/ [ILLEGIBLE]
<TABLE>
<CAPTION>
CR AS/CR MODEL SERIAL
NAME ST P & L P/L No. COAM COUNTY ASSET NO. NO.
<S> <C> <C> <C> <C> <C> <C> <C> <C>
DALLAS, TX No. 13 TX 02023C 01058A/02023C * ELLIS Z29677 C64RCB3105AY 201CFA0292
DALLAS, TX No. 14 TX 02024C 00101A/02024C * DALLAS Z29696 C64RCB3105AY 201CFA0614
DALLAS, TX No. 15 TX 02025C 01058A/02025C * ELLIS Z26713 C64ACB3105AY 201CDG0380
DALLAS, TX No. 16 TX 02026C 01058A/02026C * ELLIS Z29691 C64RCB3105AY 201CFA0405
DALLAS, TX No. 17 TX 02027C 01058A/02027C * ELLIS Z29690 C64RCB3105AY 201CFA0404
DALLAS, TX No. 18 TX 02028C 01058A/02028C * ELLIS Z29687 C64SC83105AY 201CFA0488
DALLAS, TX No. 20 TX 02029C 01058A/02029C * ELLIS Z48015 C74CLB7105AY 574CLJ0017
DALLAS, TX No. 21 TX 02030C 01058A/02030C * ELLIS Z48016 C74CLB7105AY 574CLJ0018
DALLAS, TX No. 22 TX 02031C 01058A/02031C * ELLIS Z48018 C74CLB7105AY 474CLG0019
DALLAS, TX No. 23 TX 02032C 01058A/02032C * ELLIS Z24062 C64RCB6105AY 201CC50402
DALLAS, TX No. 24 TX 02033C 01058A/02033C * ELLIS C74CLB7105AY 574CKY1028
DALLAS, TX No. 25 TX 02034C 01058A/02034C * ELLIS Z67134 C74CLB7105AY 574CNW0052
DALLAS, TX No. 26 TX 02035C 04759A/02035C * DALLAS C64CLB7105AT 574CJQ0053
DALLAS, TX No. 27 TX 02036C 01058A/02036C * ELLIS Z36864 C64RCB3105AY 201CHY0013
DALLAS, TX No. 32 TX 02039C 01088A/02039C * DALLAS Z16538 C64RCB3105AY RA133Z
DALLAS, TX No. 33 TX 02040C 01058A/02040C * ELLIS Z18546 C64RCB3105 SA184X
DALLAS, TX No. 34 TX 02041C 01058A/02041C * ELLIS Z20640 C64RCB6105AY TA171K
DALLAS, TX No. 35 TX 02042C 01058A/02042C * ELLIS Z27952 C75RCB6105AY 409CEG0013
DALLAS, TX No. 37 TX 02044C 01058A/02044C * ELLIS Z22635 C64RCB6105AY 201CCE0030
DALLAS, TX No. 38 TX 02045C 01058A/02045C * ELLIS Z22663 C75RCB6105AY 409CCJ0004
DALLAS, TX No. 39 TX 02046C 04759A/02046C * DALLAS Z24624 C75RCB6105AY 409CCW0023
DALLAS, TX No. 40 TX 02047C 01058A/02047C * ELLIS Z22692 C64RCB6105AY 201CCN0169
DALLAS, TX No. 46 TX 02052C 04759A/02052C * DALLAS Z27955 C75RCB6105BY 409CDS0011
DALLAS, TX No. 53 TX 02058C 01058A/02058C * ELLIS Z29652 C64RCB3106AY 201CDC0267
DALLAS, TX No. 54 TX 02059C 04759A/02059C * DALLAS Z29612 C64RCB3105AY 201CEL0484
DALLAS, TX No. 55 TX 02060C 00101A/02060C * DALLAS Z29697 C64RCB3105AY 201CFC0144
DAINGERFIELD, TX No. 01 TX 02065C 01511A/02065C MORRIS Z29625 C64RCB3105AY 201CEL0451
DAINGERFIELD, TX No. 02 TX 02066C 01511A/02066C MORRIS Z344521 C64RCB3105AY 201CGGOO62
DAINGERFIELD, TX No. 03 TX 02067C 01511A/02067C NMFUS Z36834 C64RCB3105AY 201CHN0140
EDEN, TX No. 01 TX 02085C 01384A/02085C CONCHO Z22675 C64RCB3105AY 201CCL0543
FLOYADA, TX No. 01 TX 02124C 01224A/02124C FLOYD Z22688 C64RCB6105AY 201CCN0166
FLOYADA, TX No. 02 TX 02125C 01224A/02125C FLOYD Z31203 C64RCB3105AY 201CFE0713
FLUVANNA, TX No. 2 TX 02127C 01291A/02127C SCURRY Z22676 C64RCB3105AY 201CCL0185
FOLLETT, TX No. 01 TX 02128C 01530A/02128C LIPSCOMB Z26683 C64RCB3105AY 201CDC0274
FRISCO, TX No. O2 TX 02134C 01389A/02134C COLLIN Z22672 C64RCB6105AY 201CCL0179
FT. WORTH, TX No. 06 TX 02159C 01077A/02159C TARRANT Z20095 C64RCB3105AY TA207C
FT. WORTH, TX No. 07 TX 02160C 01077A/02160C TARRANT Z22679 C64RCB3105AY 201CCL0060
GRAHAM, TX No. 1 TX 02178C 01401A/02178C YOUNG Z21108 C64RCB6105AY TA2180
GRAHAM,TX No. 3 TX 02180C 01401A/02180C YOUNG Z31269 C64RCB3105AY 201CFU0189
GREENVILLE, TX No. 01 TX 02183C 01415A/02183C HUNT Z23267 C64RCB6105AY 201CCC0322
<CAPTION>
CR TX ANT
NAME ST FREQ LATITUDE LONGITUDE HEIGHT ELEV
<S> <C> <C> <C> <C> <C> <C>
DALLAS, TX No. 13 TX 463.525 32 31 52 96 56 57 1000' 785'
DALLAS, TX No. 14 TX 461.125 32 51 57 96 48 01 310' 591'
DALLAS, TX No. 15 TX 461.400 32 31 52 96 56 57 1000' 785'
DALLAS, TX No. 16 TX 461.950 32 31 52 96 56 57 1000' 785'
DALLAS, TX No. 17 TX 461.900 32 31 52 96 56 57 1000' 785'
DALLAS, TX No. 18 TX 464.725 32 31 52 96 66 57 1000' 785'
DALLAS, TX No. 20 TX 463.450 32 31 52 96 56 57 1000' 785'
DALLAS, TX No. 21 TX 463.200 32 31 52 96 56 57 1000' 785'
DALLAS, TX No. 22 TX 461.700 32 31 52 96 56 57 1000' 785'
DALLAS, TX No. 23 TX 461.550 32 31 52 96 56 57 1000' 785'
DALLAS, TX No. 24 TX 464.275 32 31 52 96 56 57 1000' 785'
DALLAS, TX No. 25 TX 461.975 32 31 52 96 56 57 1000' 785'
DALLAS, TX No. 26 TX 464.600 32 46 51 96 48 07 800' 427'
DALLAS, TX No. 27 TX 463.325 32 31 52 96 56 57 1000' 785'
DALLAS, TX No. 32 TX 484.4625 32 46 58 96 47 53 612' 455'
DALLAS, TX No. 33 TX 484.0875 32 31 52 96 56 57 1000' 785'
DALLAS, TX No. 34 TX 484.0125 32 31 52 96 56 57 1000' 785'
DALLAS, TX No. 35 TX 851.2125 32 31 52 96 56 57 1000' 785'
DALLAS, TX No. 37 TX 483.8375 32 31 52 96 56 57 1000' 785'
DALLAS, TX No. 38 TX 851.2625 32 31 52 96 56 57 1000' 785'
DALLAS, TX No. 39 TX 851.3875 32 46 51 96 48 07 800' 427'
DALLAS, TX No. 40 TX 483.5625 32 31 52 96 56 57 1000' 785'
DALLAS, TX No. 46 TX 851.9875 32 46 51 96 48 07 800' 427'
DALLAS, TX No. 53 TX 483.3625 32 31 52 96 56 57 1000' 785'
DALLAS, TX No. 54 TX 483.6625 32 46 51 96 48 07 800' 427'
DALLAS, TX No. 55 TX 484.9875 32 51 57 96 48 01 310' 591'
DAINGERFIELD, TX No. 01 TX 464.850 33-02-24 94-44-48 180' 610'
DAINGERFIELD, TX No. 02 TX 461.425 33-02-25 94-44-54 350' 610'
DAINGERFIELD, TX No. 03 TX 461.700 33-02-25 94-44-54 320' 610'
EDEN, TX No. 01 TX 462.075 31-13-38 99-50-30 250' 2112'
FLOYADA, TX No. 01 TX 461.950 33-58-12 101-20-28 300' 3177'
FLOYADA, TX No. 02 TX 464.750 33-58-12 101-20-28 300' 3177'
FLUVANNA, TX No. 2 TX 464.225 32-57-18 101-08-54 430' 2838'
FOLLETT, TX No. 01 TX 461.425 36-22-24 100-16-00 220' 2700'
FRISCO, TX No. 02 TX 463.800 33 09 13 96 53 22 450' 580'
FT. WORTH, TX No. 06 TX 484.7125 32-40-31 97-12-23 500' 625'
FT. WORTH, TX No. 07 TX 483.5875 32-40-31 97-12-23 500' 625'
GRAHAM, TX No. 1 TX 461.100 33-06-14 98-27-37 440' 1365'
GRAHAM, TX No. 3 TX 461.275 33-06-14 98-27-37 440' 1365'
GREENVILLE, TX No. 1 TX 484.6375 33 08 03 96 07 35 330' 570'
</TABLE>
Page 2
<PAGE> 40
Exhibit A - To Offer to Buy and Bill of Sale Agreement
List of Community Repeater Assets - Texas
Buyer Initials: /s/ [ILLEGIBLE]
Motorola Initials: /s/ [ILLEGIBLE]
<TABLE>
<CAPTION>
CR AS/CR COAM ASSET MODEL
NAME ST P & L P/L NO. COUNTY NO.
<S> <C> <C> <C> <C> <C> <C>
GRUVER, TX No.01 TX 02187C 01359A/02187C HANSFORD Z14017 C74MSY3101BY
GRUVER, TX No.02 TX 02188C 01359A/02188C HANSFORD Z26735 C64RCB6105AY
HALE CENTER, TX No.01 TX 02192C 01644A/02192C HALE Z39862 C74CLB7105AY
HEREFORD, TX No.01 TX 02199C 01353A/02199C DEAF SMITH Z31223 C64RCB3105AY
HEREFORD, TX No.02 TX 02200C 0118IA/02200C DEAF SMITH Z27965 C64RCB6105AY
HILLSBORO, TX No.01 TX 02209C 01397A/02204C o HILL Z18604 C64RCB6105AY
HAMLIN, TX No.01 TX 02211C 01528A/02211C JONES Z34526 C64RCB3105AY
HARTLEY, TX No.01 TX 02229C 01393A/02229C HARTLEY Z26694 C64RCB3105AY
HUB, TX No.02 TX 02236C 01223A/02236C DEAF SMITH Z26732 C64RCB6105AY
JAYTON, TX No.01 TX 02243C 01266A/02243C KENT Z29624 C64RCB3105AY
JUNCTION, TX No.02 TX 02245C 01385A/02245C KIMBLE Z34559 C64RCB3105AY
JASPER TIMBER, TX No.01 TX 02255C 02899A/02255C o JASPER Z60014 C73RCB1105ET
KILGORE, TX No.01 TX 02284C 01552A/02284C o GREGG Z23237 C64RCB3105AY
KNOX CITY, TX No.01 TX 02288C 01146A/02288C WICHITA Z29602 C64RCB3105AY
KNOX CITY, TX No.02 TX 02289C 01146A/02289C WICHITA Z34558 C64RCB3105AY
LADONIA, TX No.01 TX 02303C 01600A/02303C FANNIN Z234578 C64RCB3105AY
LONGVIEW, TX No.01 TX 02316C 01103A/02316C GREGG Z48033 C74CLB7105AY
LONGVIEW, TX No.02 TX 02317C 01103A/02317C GREGG Z20877 C64RCB3105AY
LONGVIEW, TX No.03 TX 02318C 01103A/02318C GREGG Z22694 C64RCB3105AY
LONGVIEW, TX No.04 TX 02319C 01103A/02319C GREGG Z24636 C64RCB3105AY
LONGVIEW, TX No.05 TX 02320C 01103A/02320C GREGG Z26734 C64RCB3105AY
LONGVIEW, TX No.07 TX 02321C 01103A/02321C GREGG Z28011 C64RCB6105AY
LITTLEFIELD, TX No.01 TX 02324C 01332A/02324C LAMB Z29653 C64RCB6105AY
LUBBOCK, TX No.01 TX 02335C 04546A/02335C o LUBBOCK Z29649 C64RCB3105AY
LUBBOCK, TX No.02 TX 02336C 04546A/02336C o LUBBOCK Z23238 C64RCB3105AY
LUBBOCK, TX No.03 TX 02337C 04546A/02337C o LUBBOCK Z24617 C64ACB3105AY
LUBBOCK, TX No.04 TX 02338C 04546A/02338C o LUBBOCK Z24635 C64RCB3105AY
MT. ENTERPRISE, TX No.02 TX 02368C 01427A/02368C RUSK Z31250 C64RCB3105AY
MIDLAND, TX No.02 TX 02375C 01478A/02375C MIDLAND Z23219 C64RCB3105AY
MIDLAND, TX No.04 TX 02377C 01478A/02377C MIDLAND Z31205 C64RCB3105AY
MONTAGUE, TX No.01 TX 02390C 01634A/02390C MONTAGUE Z39814 C64RCB3105AY
MORTON, TX No.01 TX 02396C 01282A/02396C HOCKLEY Z23281 C64RCB3105AY
MERIDIAN, TX No.01 TX 02429C 01553A/02429C BOSQUE Z36840 C64RCB3105AY
MERIT, TX No.01 TX 02430C 01525A/02430C HUNT Z34520 C64RCB3105AY
MT. PLEASANT, TX No.01 TX 02442C 01164A/02442C TITUS Z20636 C64RCB3105AY
MULESHOE, TX No.01 TX 02448C 01308A/02448C BAILEY Z22639 C64RCB3l05AY
MULLIN, TX No.01 TX 02451C 01624A/02451C MILLS Z36821 C64RCB3105AY
ODESSA, TX No.03 TX 02474C 01467A/02474C o ECTOR Z20876 C64RCB3105AY
ODESSA, TX No.06 TX 02477C 01467A/02477C o ECTOR Z27982 C64RCB3105AY
ODESSA, TX No.08 TX 02479C 01467A/02479C o ECTOR Z29689 C64RCB3105AY
<CAPTION>
CR SERIAL TX LATITUDE LONGITUDE ANT ELEV
NAME ST NO. FREQ HEIGHT
<S> <C> <C> <C> <C> <C> <C> <C>
GRUVER, TX No.01 TX PA066R 461.325 36-15-00 101-22-41 400' 3180'
GRUVER, TX No.02 TX 201CDL0575 461.975 36-29-53 101-18-52 400' 3060'
HALE CENTER, TX No.01 TX 474CKL0034 463.525 34-03-27 101-52-15 270' 3430'
HEREFORD, TX No.01 TX 201CFL0387 464.150 34-51-18 102-27-07 400' 3850'
HEREFORD, TX No.02 TX 201CDU4808 463.750 34-48-51 102-23-40 300' 4114'
HILLSBORO, TX No.01 TX SA2171 461.175 32-06-27 97-01-05 300' 790"
HAMLIN, TX No.01 TX 201CGJ0361 460.825 32-59-00 100-03-40 499' 1725'
HARTLEY, TX No.01 TX 201CDG0779 461.650 35-51-45 102-19-34 180' 3800'
HUB, TX No.02 TX 201CDL0674 461.900 35-33-25 102-43-50 340' 4050'
JAYTON, TX No.01 TX 201CEL0631 463.400 33-15-20 100-34-28 260' 2000'
JUNCTION, TX No.02 TX 201CGS0344 463.475 30-29-19 99-47-25 400' 1800'
JASPER TIMBER, TX No.01 TX 301CML0014 153.095 31-00-50 94-00-50 420' 500'
KILGORE, TX No.01 TX 201CCE0097 464.000 32-19-58 94-49-26 467' 482'
KNOX CITY, TX No.01 TX 201CEJ0756 463.450 33-25-00 99-48-16 400' 1536'
KNOX CITY, TX No.02 TX 201CGS0342 464.100 33-25-00 99-48-16 400' 1536'
LADONIA, TX No.01 TX 201CGW0279 464.200 33-25-54 96-00-03 404' 676'
LONGVIEW, TX No.01 TX 474CLS0150 463.725 32-31-15 94-48-45 460' 425'
LONGVIEW, TX No.02 TX TA250M 463.750 32-31-15 94-48-46 440' 425'
LONGVIEW, TX No.03 TX 201CCN0168 463.475 32-36-04 94-52-15 900' 640'
LONGVIEW, TX No.04 TX 201CCY0795 463.625 32-36-04 94-52-15 900' 640'
LONGVIEW, TX No.05 TX 201CDL0727 462.175 32-36-04 94-52-15 900' 640'
LONGVIEW, TX No.07 TX 201CEA0652 464.175 32-36-04 94-52-15 800' 640'
LITTLEFIELD, TX No.01 TX 201CEW0266 464.600 33-54-55 102-19-45 180' 3540'
LUBBOCK, TX No.01 TX 201CEU0617 461.775 33-32-03 101-47-08 499' 3150'
LUBBOCK, TX No.02 TX UA015H 462.100 33-32-03 101-47-08 499' 3150'
LUBBOCK, TX No.03 TX 201CCW0053 464.725 33-32-03 101-47-08 499' 3150'
LUBBOCK, TX No.04 TX 201CCY0796 464.350 33-32-03 101-47-08 499' 3150'
MT. ENTERPRISE, TX No.02 TX 201CFS0500 464.225 31-56-20 94-41-11 400' 716'
MIDLAND, TX No.02 TX TA1948 461.350 31-55-35 102-03-03 500' 2780'
MIDLAND, TX No.04 TX 201CFG0349 460.750 30-00-46 102-00-24 519' 2750'
MONTAGUE, TX No.01 TX 20ICJU1067 463.250 33-40-17 97-37-16 400' 1300'
MORTON, TX No.01 TX 201CCC0335 463.550 33-42-50 102-45-46 400' 3769'
MERIDIAN, TX No.01 TX 201CHQ0106 461.075 31-53-31 97-41-36 270' 1060'
MERIT, TX No.01 TX 201CGE0488 483.3875 33 12 19 96 14 28 240' 682'
MT. PLEASANT, TX No.01 TX TA201J 463.975 33-03-12 94-53-43 440' 340'
MULESHOE, TX No.01 TX 201CCE0103 461.600 34-12-52 102-43-35 500' 3790'
MULLIN, TX No.01 TX 201CHG0369 463.250 31-37-17 98-38-31 320' 1730'
ODESSA, TX No.03 TX TA136M 461.325 31-56-31 102-47-27 640' 3359'
ODESSA, TX No.06 TX 201CDW0186 463.850 31-56-31 102-47-27 640' 3359'
ODESSA, TX No.08 TX 201CFA0408 460.875 31-56-31 102-47-27 640' 3359'
</TABLE>
Page 3
<PAGE> 41
Exhibit A - To Offer to Buy and Bill of Sale Agreement
List of Community Repeater Assets - Texas
Buyer Initials: /s/ [ILLEGIBLE]
--------------
Motorola Initials: /s/ [ILLEGIBLE]
--------------
<TABLE>
<CAPTION>
CR AS/CR
NAME ST P&L P/L # COAM COUNTY ASSET MODEL # SERIAL #
<S> <C> <C> <C> <C> <C> <C> <C> <C>
PADUCAH, TX #01 TX 02534C 01435A/02534C COTTLE C64RCB6105AY 201CEL0578
PAMPA, TX #01 TX 02536C 01333A/02536C GRAY Z23244 C64RCB3105AY UA060N
PAMPA, TX #02 TX 02537C 01242A/02537C GRAY Z22673 C64RCB6105AY 201CCL0496
PARIS, TX #03 TX 02545C 01299A/02545C LAMAR Z36828 C64RCB3105AY 201CHJ0265
PERRYTON, TX #02 TX 02554C 01337A/02554C OCHILTREE Z29646 C64RCB6105AY 201CEU0138
PLAINS, TX #01 TX 02558C 01430A/02558C YOAKUM Z29600 C64RCB3105AY 201CEJ1065
PLAINVIEW, TX #01 TX 02563C 01409A/02563C HALE C64RCB3105AY 201CKC0023
PLAINVIEW, TX #02 TX 02564C 01343A/02564C HALE Z27976 C64RCB3105AY 201CUU0605
POST, TX #01 TX 02574C 01231A/02574C GARZA Z26705 C64RCB3105AY 201CDE1019
QUITAQUE, TX #01 TX 02587C 01413A/02587C BRISCOE Z27991 C64RCB3105AY 201CDY0278
RALLS, TX #01 TX 02588C 01404A/02588C CROSBY Z26722 C64RCB3105AY 201CDJ0528
RALLS, TX #02 TX 02589C 01404A/02589C CROSBY Z29621 C64RCB3105AY 201CEL0456
RALLS, TX #03 TX 02590C 01404A/02590C CROSBY Z36866 C64RCB3105AY 201CHY0131
RANKIN, TX #01 TX 02591C 01573A/02591C * UPTON Z34553 C64RCB3105AY 201CGS0218
SEMINOLE, TX #01 TX 02617C 01441A/02617C GAINES Z26756 C64RCB3105AY 201CDN0122
SHAMROCK, TX #01 TX 02624C 01364A/02624C WHEELER Z22708 C64RCB3105AY 201CCS0225
SHERMAN-DENISON, TX #1 TX 02625C 01086A/02625C * GRAYSON Z22634 C64RCB3105AY 201CCE0104
SHERMAN-DENISON, TX #2 TX 02626C 01086A/02626C * GRAYSON Z27985 C64CLB3105AY 201CDW0187
SULPHUR SPRINGS, TX #01 TX 02631C 01307A/02631C HOPKINS Z21134 C64RCB3105AY TA140U
SULPHUR SPRINGS, TX #02 TX 02632C 01565A/02632C HOPKINS Z34552 C64BCB3105AY 201CGS0357
SILVER, TX #02 TX 02634C 01301A/02634C COKE Z31228 C64RCB3105AY 201CFL0601
SMYER, TX #01 TX 02643C 01464A/02643C * HOCKLEY Z36857 C64RCB3105AY 201CHU0258
SANTA ANA, TX #01 TX 02648C 01243A/02648C * COLEMAN Z26760 C74MSY3101BY PA3154
SNYDER, TX #02 TX 02649C 01477A/02649C SCURRY Z31262 C64RCB3105AY 201CFU0134
SOUTHMAYD, TX #1 TX 02650C 01429A/02650C GRAYSON Z29642 C64RCB3105AY 201CES0620
SPRINGLAKE, TX #01 TX 02658C 01228A/02658C LAMB C64RCB3105AY 201CES0391
STRATFORD, TX #01 TX 02670C 01137A/02670C SHERMAN Z22717 C64RCB3105AY 201CCU0107
SUMMERFIELD, TX #01 TX 02673C 01347A/02673C DEAF SMITH Z29670 C64RCB3105AY 201CEY0343
TAHOKA, TX #01 TX 02676C 01341A/02676C LYNN Z22704 C64RCB3105AY 201CCS0224
TAHOKA, TX #02 TX 02677C 01341A/02677C LYNN Z26758 C64RCB3105AY 201CDN0127
TERRELL, TX #01 TX 02678C 01273A/02678C KAUFMAN Z29632 C64RCB3105AY 201CEQ0188
TEXARKANA, TX #01 TX 02713C 01111A/02713C BOWIE Z23034 C64RCB3105AY 201CEE0639
TEXARKANA, TX #03 TX 02714C 01111A/02714C BOWIE Z24637 C64RCB3105AY 201CCY0743
TEXARKANA, TX #05 TX 02716C 01111A/02716C BOWIE C74CLB7105AY 474CKE0099
TYLER, TX #01 TX 02719C 01106A/02719C SMITH Z39829 C74CLB7105AY 474CKE0101
VEGA, TX #01 TX 02725C 01388A/02725C OLDHAM Z28021 C64RCB6105AY 201CEC0694
WHITEWRIGHT, TX #01 TX 02744C 01471A/02744C GRAYSON Z36850 C64RCB3105AY 201CHS0222
WICHITA FALLS, TX #01 TX 02759C 01561A/02759C WICHITA Z31289 C75RCB3105AY 201CFY0436
WICHITA FALLS, TX #02 TX 02760C 01561A/02760C WICHITA Z18935 C75RCB6105AY SA2669
WICHITA FALLS, TX #04 TX 02762C 01561A/02762C WICHITA Z26744 C75RCB3105AY 201CDL0718
<CAPTION>
CR TX ANT
NAME FREQ. LATITUDE LONGITUDE HEIGHT ELEV
<S> <C> <C> <C> <C> <C>
PADUCAH, TX #01 461.150 34-01-00 100-18-15 350' 1960'
PAMPA, TX #01 461.225 35-32-43 100-55-15 360' 3220'
PAMPA, TX #02 461.075 35-31-04 101-00-24 330' 3250'
PARIS, TX #03 463.300 33-40-04 95-35-01 470' 557'
PERRYTON, TX #02 462.075 36-24-51 100-47-15 400' 2868'
PLAIMS, TX #01 461.950 33-10-41 102-51-26 300' 3684'
PLAINVIEW, TX #01 462.125 34-11-23 101-40-45 280' 3330'
PLAINVIEW, TX #02 461.450 34-15-45 101-40-05 320' 3862'
POST, TX #01 464.050 33-11-49 101-26-13 270' 2916'
QUITAQUE, TX #02 461.675 34-24-15 101-06-54 180' 3150'
RALLS, TX #01 464.900 33-43-00 101-22-53 320' 3123'
RALLS, TX #02 461.275 33-43-00 101-22-53 300' 3132'
RALLS, TX #03 464.100 33-43-00 101-22-53 300' 3132'
RANKIN, TX #01 460.925 31-10-13 101-51-56 559' 2965'
SEMINOLE, TX #01 463.675 32-44-47 102-40-10 430' 3334'
SHAMROCK, TX #01 461.200 35-13-20 100-13-52 350' 2304'
SHERMAN-DENISON, TX #1 464.200 33-42-10 96-34-05 370' 720'
SHERMAN-DENISON, TX #2 461.425 33-42-10 96-34-05 370' 720'
SULPHUR SPRINGS, TX #01 463.950 33-07-00 95-37-02 300' 500'
SULPHUR SPRINGS, TX #02 464.025 33-08-17 95-31-00 373' 520'
SILVER, TX #02 462.050 32-06-36 100-33-32 499' 2587'
SMYER, TX #01 464.750 33-33-09 102-13-14 559' 3470'
SANTA ANA, TX #01 461.875 31-44-59 99-20-02 480' 2002'
SNYDER, TX #02 464.625 32-48-12 100-41-18 485' 2300'
SOUTHMAYD, TX #01 461.900 33-38-41 96-46-47 300' 751'
SPRINGLAKE, TX #01 461.025 34-13-48 102-18-16 150' 3695'
STRATFORD, TX #01 461.700 36-17-45 102-03-35 150' 3675'
SUMMERFIELD, TX #01 462.175 34-30-37 102-38-36 300' 3850'
TAHOKA, TX #01 460.900 33-08-57 101-52-56 300' 2950'
TAHOKA, TX #02 463.925 33-08-57 101-52-56 300' 2950'
TERRELL, TX #01 483.1875 32-46-19 96-11-51 250' 560
TEXARKANA, TX #01 464.600 33-23-30 93-51-31 440' 453'
TEXARKANA, TX #03 464.150 33-23-30 93-51-31 460' 453'
TEXARKANA, TX #05 463.550 33-23-30 93-51-31 440' 453'
TYLER, TX #01 463.375 32-21-43 95-16-10 440' 500'
VEGA, TX #01 461.175 35-18-14 102-23-11 400' 3995'
WHITEWRIGHT, TX #01 463.975 33-31-22 96-24-06 325' 460'
WICHITA FALLS, TX #01 463.625 33-53-18 98-34-08 449' 1015'
WICHITA FALLS, TX #02 463.325 33-53-18 98-34-08 449' 1015'
WICHITA FALLS, TX #04 463.600 33-53-18 98-34-08 449' 1015'
</TABLE>
Page 4
<PAGE> 42
Exhibit A - To Offer to Buy and Bill of Sale Agreement
List of Community Repeater Assets - Texas
Buyer Initials: /s/ [ILLEGIBLE]
--------------
Motorola Initials: /s/ [ILLEGIBLE]
--------------
<TABLE>
<CAPTION>
CR P&L AS/CR COAM COUNTY ASSET MODEL SERIAL
NAME ST P/L # # #
<S> <C> <C> <C> <C> <C> <C> <C> <C>
WICHITA FALLS, TX #05 TX 02763C 01561A/02763C WHICHITA Z28039 C64RCB31054Y 201CEE0697
WINTERS, TX #01 TX 02775C 01304A/02765C RUNNELS Z28013 C64RCB6105AY 201CEA0466
WINTERS, TX #02 TX 02776C 01304A/02776C RUNNELS Z34503 C64RCB3105AY 201CFY0572
EDINBURG, TX #2 TX 05455C 01673A/05455C HIDALGO Z37101 C64RCB3105AY 201CHJ0227
UVALDE, TX #02 TX 05458C 01667A/05458C WILSON Z14621 C74MSY3101BY PA187W
HOUSTON, TX #02 TX 05460C 02850A/05460C * HARRIS Z55337 C74CLB7105AY 474CLE0053
HOUSTON, TX #03 TX 05461C 02850A/05461C * HARRIS 41967 C74CLB7105AY 474CKE0030
HOUSTON, TX #06 TX 05466C 02850A/05466C * HARRIS Z64776 C74CLB7105AY 474CNQ0096
SAN ANTONIO, TX #01 TX 05468C 04322A/05468C * BEXAR Z30004 C64RCB6105AY 201CEQ0395
RIVERIA, TX #1 TX 05475C 02905A/05475C JIM WELLS Z34756 C64RCB3105AY 201CGU0639
HOUSTON, TX #14 TX 05476C 02853A/05476C * HARRIS Z16214 C64RCB6105AY RA054K
HOUSTON, TX #15 TX 05477C 02850A/05477C * HARRIS Z43980 C74CLB71054Y 474CKQ0118
RIO GRANDE VALLEY #06 TX 05478C 02849A/05478C * CAMERON Z16342 C64RCB3105AY RA034N
HOUSTON, TX #16 TX 05480C 02850A/05480C * HARRIS Z48393 C74CLB7105AY 474CLE0033
HOUSTON, TX #17 TX 05481C 02850A/05481C * HARRIS Z48392 C74CLB7105AY 474CLE0029
SAN ANTONIO, TX #02 TX 05482C 03993A/05482C * BEXAR Z18543 C64RCB3105AY SA1594
CORPUS CHRISTI, TX #03 TX 05486C 03816A/05486C * NUECES Z31758 C64RCB3105AY 201CFJ0863
RIO GRANDE VALLEY #05 TX 05487C 02849A/05487C * CAMERON Z30031 C64RCB3105AY 201CEW0371
HOUSTON, TX #21 TX 05489C 02853A/05489C * HARRIS Z18926 C64RCB3105AY SA0899
SAN ANTONIO, TX #04 TX 05493C 03993A/05493C * BEXAR Z27326 C64RCB3105AY 201CDS0560
HOUSTON, TX #27 TX 05502C 02853A/05502C * HARRIS Z26131 C74MSY3101AY 201CCW0079
AUSTIN, TX #02 TX 05507C 03992A/05507C * TRAVIS Z26149 C64RCB3105AY 201CDA0126
SAN ANTONIO, TX #05 TX 05512C 03993A/05512C * BEXAR Z27322 C64RCB3105AY 201CDS0561
HOUSTON, TX #32 TX 05516C 02850A/05516C * HARRIS Z64770 C74CLB7105AY 574CNG0034
SAN ANTONIO, TX #07 TX 05517C 02851A/05517C * BEXAR Z12037 C74MSY3105AY MA687N
HOUSTON, TX #33 TX 05518C 02853A/05518C * HARRIS Z16225 C64RCB3105AY RA050K
AUSTIN, TX #03 TX 05521C 03992A/05521C * TRAVIS Z26150 C64RCB3105AY 201CDA0127
SAN MARCOS, TX #1 TX 05529C 02870A/05529C HAYS Z30027 C64RCB6105AY 201CEW0257
WACO, TX #01 TX 05533C 02944A/05533C MCLENNON Z69523 C74CLB7105AY 474CPN0088
HOUSTON, TX #36 TX 05535C 02853A/05535C * HARRIS Z16541 C64RCB3105AY RA1211
BEAUMONT, TX #05 TX 05545C 02952A/05545C JEFFERSON Z24059 C64RCB3105AY 201CCG0877
HOUSTON, TX #61 TX 05552C 02850A/05552C * HARRIS Z24075 C75RCB6105BY 409CC00018
CARRIZO SPRINGS, TX #2 TX 05555C 02957A/05555C DIMMITT Z31762 C64RCB6105AY 201CFN0320
COTULLA, TX #1 TX 05556C 02945A/05556C LA SALLE Z24069 C64RCB3105AY 201CCL0062
MCALLEN, TX #1 TX 05557C 01672A/05557C * HIDALGO Z24089 C64RCB3105AY 201CCS0261
LAREDO, TX #2 TX 05559C 02900A/05559C WEBB Z24078 C64RCB3105AY 201CCP0078
HOUSTON, TX #63 TX 05564C 02850A/05564C * HARRIS Z26186 C75RCB6105BY 409CDJ0014
WACO, TX #05 TX 05577C 02914A/05577C MCLENNON Z24094 C64RCB6105AY 201CCS0264
HOUSTON, TX #64 TX 05578C 02850A/05578C * HARRIS Z26188 C75RCB6105BY 409CDJ0018
HOUSTON, TX #50 TX 05579C 02850A/05579C * HARRIS Z24100 C75RCY6105BY 409CCS0014
<CAPTION>
CR TX LATITUDE LONGITUDE ANT ELEV
NAME FREQ. HEIGHT
<S> <C> <C> <C> <C> <C>
WICHITA FALLS, TX #05 462.100 33-53-00 98-36-10 440' 995'
WINTERS, TX #01 464.400 32-01-55 99-46-29 499' 2240'
WINTERS, TX #02 460.725 32-01-55 99-46-29 485' 2240'
EDINBURG, TX #2 463.825 26-20-34 98-13-45 480' 115'
UVALDE, TX #02 461.200 29-10-48 99-48-47 400' 1000'
HOUSTON, TX #02 461.800 29-45-30 95-22-03 999' 49'
HOUSTON, TX #03 461.300 29-45-30 95-22-03 999 49
HOUSTON, TX #06 461.200 29-45-30 95-22-03 999.05 49.5
SAN ANTONIO, TX #01 463.750 29-25-41 98-28-32 558' 652'
RIVERIA, TX #1 464.250 27-16-35 97-50-00 400' 40'
HOUSTON, TX #14 463.525 29-53-14 95-31-22 814' 108'
HOUSTON, TX #15 464.275 29-45-30 95-22-03 999' 49'
RIO GRANDE VALLEY #06 464.175 26-07-08 97-50-00 800' 58"
HOUSTON, TX #16 463.350 29-45-30 95-22-03 999' 49'
HOUSTON, TX #17 464.250 29-45-30 95-22-03 999' 49'
SAN ANTONIO, TX #02 461.825 29-36-37 98-34-38 500' 1159'
CORPUS CHRISTI, TX #03 464.000 27-40-22 97-35-17 820' 873'
RIO GRANDE VALLEY #05 463.925 26-07-08 97-50-00 800' 58"
HOUSTON, TX #21 463.800 29-53-14 95-31-22 814' 108'
SAN ANTONIO, TX #04 461.875 29-36-37 98-34-38 500' 1159'
HOUSTON, TX #27 463.475 29-53-14 95-31-22 814' 108'
AUSTIN, TX #02 461.050 30-19-23 95-47-58 620' 820'
SAN ANTONIO, TX #05 461.975 29-36-37 98-34-38 500' 1159'
HOUSTON, TX #32 451.775 29-45-30 95-22-03 999' 49'
SAN ANTONIO, TX #07 461.050 29-36-03 98-23-04 480' 945'
HOUSTON, TX #33 461.775 29-53-14 95-31-22 814' 108'
AUSTIN, TX #03 464.200 30-19-23 97-47-58 620' 820'
SAN MARCOS, TX #1 462.100 98-00-00 29-54-25 340' 426'
WACO, TX #01 464.200 31-19-07 97-19-16 519' 860'
HOUSTON, TX #36 461.975 29-53-14 95-31-22 814' 108'
BEAUMONT, TX #05 461.025 30-00-30 94-05-25 440' 24'
HOUSTON, TX #61 851.5375 29-45-30 95-22-03 999' 49'
CARRIZO SPRINGS, TX #2 452.075 28-30-36 99-52-34 459' 652'
COTULLA, TX #1 463.550 28-25-00 99-14-65 459' 471'
MCALLEN, TX #1 461.875 26-15-23 98-13-49 420' 97'
LAREDO, TX #2 464.000 27-40-22 99-39-23 880' 500'
HOUSTON, TX #63 852.3125 29-45-30 95-22-03 999' 49'
WACO, TX #05 461.225 31-32-05 97-06-46 419' 410'
HOUSTON, TX #64 851.6375 29-45-30 95-22-03 999' 49
HOUSTON, TX #50 851.6625 29-45-30 95-22-03 999' 49'
</TABLE>
Page 5
<PAGE> 43
Exhibit A - To Offer to Buy and Bill of Sale Agreement
List of Community Repeater Assets - Texas
Buyer Initials: /s/ [ILLEGIBLE]
--------------
Motorola Initials: /s/ [ILLEGIBLE]
--------------
<TABLE>
<CAPTION>
CR AS/CR
NAME ST P&L P/L # COAM COUNTY ASSET MODEL # SERIAL #
<S> <C> <C> <C> <C> <C> <C> <C> <C>
LAFERIA, TX #01 TX 05583C 02888A/05583C CAMERON Z26137 C64RCB3105AY 201CCW0243
SAN ANTONIO, TX #17 TX 05585C 03993A/05585C * BEXAR Z20638 C64RCB3105AY TA1935
BRYAN, TX #02 TX 05586C 02972A/05586C BRAZOS Z26139 C64RCB3105AY 201CCW0247
CORPUS CHRISTI, TX #06 TX 05587C 03816A/05587C * NUECES Z43939 C64RCB3105AY 201CES0257
HOUSTON, TX #52 TX 05588C 02850A/05588C * HARRIS Z57604 C74CLB7105AY 474CLL0107
HOUSTON, TX #57 TX 05589C 02850A/05589C * HARRIS Z24074 C75RCB6105BY 409CCP0019
HOUSTON, TX #55 TX 05593C 02850A/05593C * HARRIS Z27318 C75RCB6105AY 409CDU0005
HOUSTON, TX #60 TX 05597C 02850A/05597C * HARRIS Z26160 C75RCB6105BY 409CDC0021
EDNA, TX #1 TX 05601C 03068A/05601C JACKSON Z26151 C64RCB3105AY 201CDA0128
BEAUMONT, TX #06 TX 05607C 02953A/05607C JEFFERSON Z26167 C64RCB3105AY 201CES0505
UVALDE, TX #01 TX 05617C 01667A/05617C UVALDE Z26168 C64RCB6105AY 201CDE0909
NACOGDOCHES, TX #02 TX 05625C 01684A/05625C NACOGDOCHES Z26181 C64RCB6105AY 201CDG0506
LAFERIA, TX #02 TX 05626C 02888A/05626C CAMERON Z26183 C64RCB3105AY 201CDG0485
LOS FRESNOS, TX #1 TX 05629C 02959A/05629C CAMERON Z26178 C64RCB3105AY 201COJ0217
WALLISVILLE, TX #01 TX 05630C 02974A/05630C CHAMBERS Z26196 C64RCB6105AY 201CDL0363
SEALY, TX #01 TX 05631C 02891A/05631C AUSTIN Z26193 C64RCB6105AY 201CDL0628
AUSTIN, TX #13 TX 05633C 02848A/05633C * TRAVIS Z26179 C64RCB3105AY 201CDG0492
AUSTIN, TX #15 TX 05635C 02848A/05635C * TRAVIS Z27329 C64RCB3105AY 201CDV0150
LAREDO, TX #3 TX 05639C 02917A/05639C WEBB Z26192 C64RCB3105AY 201CDL0722
TAYLOR, TX #02 TX 05643C 02930A/05643C WILLIAMSON Z27323 C64RCB3105AY 201CDS0563
CORPUS CHRISTI, TX #07 TX 05645C 03816A/05645C * NUECES Z27304 C64RCB3105AY 201CDN0059
HOUSTON, TX #67 TX 05654C 02853A/05654C * HARRIS Z27345 C75RCB6105BY 409CDY0003
LAFERIA, TX #03 TX 05658C 02888A/05658C CAMERON Z27320 C64RCB3105AY 201CDS0710
NOLANVILLE, TX #2 TX 05662C 03040A/05662C * BELL Z27317 C64RCB6105AY 201CDU0220
AUSTIN, TX #05 TX 05670C 03992A/05670C * TRAVIS Z23286 C64RCB3105AY 201CCA0236
AUSTIN, TX #16 TX 05673C 02848A/05673C * TRAVIS Z27397 C64RCB3105AY 201CEE0601
BRENHAM, TX #01 TX 05678C 02943A/05678C WASHINGTON Z14636 C74MSY3101AY PA169W
CALHOUN COUNTY, TX #1 TX 05684C 02856A/05684C CALHOUN Z27365 C64RCB3105AY 201CEE0470
MCALLEN, TX #3 TX 05685C 01672A/05685C * HIDALGO Z27388 C64RCB6105AY 201CEJ0467
LAFERIA, TX #05 TX 05688C 02888A/05688C CAMERON Z27381 C64RCB3105AY 201CEG0200
CARRIZO SPRINGS, TX #3 TX 05693C 02957A/05693C DIMMITT Z27384 C64RCB3105AY 201CEG0201
GIDDINGS, TX #3 TX 05696C 02999A/05696C LEE Z27373 C64RCB3105AY 201CEE0919
BEAUMONT, TX #08 TX 05710C 02953A/05710C JEFFERSON Z30016 C64RCB3105AY 201CES0851
KERRVILLE, TX #1 TX 05713C 02889A/05713C * KERR Z30003 C64RCB3105AY 201CEQ0396
HOUSTON, TX #70 TX 05715C 02853A/05715C * HARRIS Z30014 C75RCB6105BY 409CES0010
LAREDO, TX #4 TX 05719C 02949A/05719C WEBB Z30013 C64RCB3105AY 201CES0258
SAN ANTONIO, TX #23 TX 05731C 03993A/05731C * BEXAR Z30028 C64RCB3105AY 201CEW0270
EAGLE PASS, TX #2 TX 05732C 02896A/05732C MAVERICK Z30033 C64RCB3105AY 201CEY0177
GIDDINGS, TX #4 TX 05734C 02980A/05734C LEE Z30030 C64RCB3105AY 201CEW0399
MCALLEN, TX #2 TX 05737C 01672A/05737C * HIDALGO C64RCB6105AY 201CEY0290
<CAPTION>
CR TX ANT
NAME FREQ. LATITUDE LONGITUDE HEIGHT ELEV
<S> <C> <C> <C> <C> <C>
LAFERIA, TX #01 464.225 26-10-34 97-46-59 494' 55'
SAN ANTONIO, TX #17 461.700 29-36-37 98-34-38 500' 1159'
BRYAN, TX #02 461.800 30-39-16 96-17-11 519' 320'
CORPUS CHRISTI, TX #06 461.525 27-40-22 97-35-17 820' 873'
HOUSTON, TX #52 464.650 29-45-30 95-22-03 999' 49'
HOUSTON, TX #57 851.5625 29-45-30 95-22-03 999' 49'
HOUSTON, TX #55 852.7625 29-45-30 95-22-03 999.5 49.5
HOUSTON, TX #60 852.0875 29-45-30 95-22-03 999' 49'
EDNA, TX #1 464.450 28-58-05 96-39-00 420' 90'
BEAUMONT, TX #06 464.075 30-06-34 94-01-48 580' 604'
UVALDE, TX #01 464.400 29-10-48 99-48-47 400' 1000'
NACOGDOCHES, TX #02 463.300 31-37-25 94-28-25 440' 560'
LAFERIA, TX #02 464.050 26-08-28 97-50-04 570' 64'
LOS FRESNOS, TX #1 461.900 26-07-25 97-29-38 350' 30'
WALLISVILLE, TX #01 490.2125 29-51-33 94-42-03 400' 23'
SEALY, TX #01 464.950 29-50-05 96-16-10 440' 734'
AUSTIN, TX #13 461.800 30-14-27 97-52-11 460' 1340'
AUSTIN, TX #15 464.400 30-14-27 97-52-11 460' 1340'
LAREDO, TX #3 464.350 27-30-35 99-29-15 75' 480'
TAYLOR, TX #02 463.925 30-34-48 97-23-24 313' 601'
CORPUS CHRISTI, TX #07 461.575 27-40-22 97-35-17 820' 873'
HOUSTON, TX #67 853.0375 29-53-14 95-31-22 814' 108'
LAFERIA, TX #03 464.850 26-08-28 97-50-04 570' 64'
NOLANVILLE, TX #2 463.425 31-05-23 97-35-55 320' 805'
AUSTIN, TX #05 464.125 30-19-23 97-47-58 620' 820'
AUSTIN, TX #16 464.050 30-14-27 97-52-11 460' 1340'
BRENHAM, TX #01 461.725 30-10-28 97-27-43 419' 829'
CALHOUN COUNTY, TX #1 461.850 28-41-49 96-33-22 320' 21'
MCALLEN, TX #3 463.950 26-15-23 98-13-49 410' 97'
LAFERIA, TX #05 464.350 26-08-28 97-50-04 560' 64'
CARRIZO SPRINGS, TX #3 463.875 28-29-51 99-53-21 459' 665'
GIDDINGS, TX #3 461.850 30-11-36 96-54-21 460' 490'
BEAUMONT, TX #08 463.625 30-06-34 94-01-48 580' 604'
KERRVILLE, TX #1 462.150 30-06-18 99-04-34 459' 2080'
HOUSTON, TX #70 853.6375 29-53-14 95-31-22 814' 108'
LAREDO, TX #4 463.575 27-24-09 99-26-49 459' 500'
SAN ANTONIO, TX #23 461.950 29-36-37 98-34-38 500' 1159'
EAGLE PASS, TX #2 464.125 28-45-01 100-25-58 422' 890'
GIDDINGS, TX #4 462.000 30-11-07 96-53-36 440' 948'
MCALLEN, TX #2 464.025 26-15-23 98-13-49 360' 97'
</TABLE>
Page 6
<PAGE> 44
Exhibit A - To Offer to Buy and Bill of Sale Agreement
List of Community Repeater Assets - Texas
Buyer Initials: /s/ [ILLEGIBLE]
--------------
Motorola Initials: /s/ [ILLEGIBLE]
--------------
<TABLE>
<CAPTION>
CR AS/CR COAM COUNTY ASSET MODEL SERIAL
NAME ST P/L NO. NO. NO.
<S> <C> <C> <C> <C> <C> <C> <C>
CUERO, TX No. 1 TX 02996A/05738C DEWITT Z31706 C64RCB3105AY 201CFC0534
RINCON, TX No. 2 TX 01689A/05746C STARR Z31759 C64RCB3105AY 201CFL0312
LAFERIA, TX No. 07 TX 02888A/05747C CAMERON Z31708 C64RCB3105AY 201CFE0304
POTEET, TX No. 1 TX 02960A/05756C ATASCOSA Z27377 C64RCB3105AY 201CEG0447
GONZALES, TX No. 5 TX 03013A/05757C GONZALES Z31765 C64RCB3105AY 201CFQ0915
CHARLOTTE, TX No. 1 TX 03007A/05761C ATASCOSA Z31761 C64RCB6105AY 201CFL0609
LAFERIA, TX No. 08 TX 02888A/05766C CAMERON Z31780 C64RCB3105AY 201CFW0027
LAFERIA, TX No. 09 TX 02888A/05767C CAMERON C64RCB3105AY 201CFY0480
MADISONVILLE, TX No. 01 TX 03011A/05775C MADISON Z31766 C64RCB3105AY 201CFU0742
HOUSTON, TX No. 72 TX 02850A/05776C * HARRIS Z31776 C75RCB6105BY 409CFW0012
SAN ANTONIO, TX No. 25 TX 02851A/05780C * BEXAR Z31783 C64RCB6105AY 201CFY0250
LAREDO, TX No. 5 TX 02949A/05789C WEBB Z31794 C64RCB3105AY 201CFY0199
HOUSTON, TX No. 39 TX 02850A/05793C * HARRIS Z31782 C64RCB3105AY 201CFW0023
CHARLOTTE, TX No. 2 TX 03051A/05795C ATASCOSA Z21017 C75RCB6105AY TT551T
LAREDO, TX No. 6 TX 03021A/05796C WEBB Z34708 C64RCB3105AY 201CGG0092
LIBERTY-DAYTON, TX No. 02 TX 02956A/05808C LIBERTY Z31767 C64RCB3105AY 201CFU0444
LAFERIA, TX No. 10 TX 02888A/05809C CAMERON Z34743 C64RCB3105AY 201CGS0256
WACO, TX No. 02 TX 02944A/05812C MCLENNON Z69524 C74CLB7105AY 474CPN0089
EDINBURG, TX No. 1 TX 01673A/05821C HIDALGO Z34750 C64RCB3105AY 20CGS0222
CORPUS CHRISTI, TX No. 09 TX 03816A/05822C * NUECES Z34747 C64BCB3105AY 201CGU0114
AUSTIN, TX No. 18 TX 03992A/05827C * TRAVIS Z34755 C64RCB3105AY 201CGU0562
LAFERIA, TX No. 11 TX 02888A/05828C CAMERON Z34760 C64RCB3105AY 201CGY0061
DILLEY, TX No. 1 TX 03038A/05830C FRIO Z22647 C64RCB3105AY 201CCG0571
WACO, TX No. 07 TX 03039A/05833C * MCLENNON Z34774 C64RCB3105AY 201CHA0209
MEXIA, TX No. 1 TX 02942A/05837C LIMESTONE Z37147 C64RCB3105AY 201CHW0232
RIO GRANDE VALLEY No. 04 TX 02849A/05840C * CAMERON Z34777 C64RCB3105AY 201CHA0175
CHARLOTTE, TX No. 3 TX 03051A/05743C ATASCOSA Z34771 C64RCB3105AY 201CGY0531
AUSTIN, TX No. 19 TX 02848A/05851C * TRAVIS Z37102 C64RCB3105AY 201CHJ0272
RIO GRANDE VALLEY No. 01 TX 02849A/05854C * CAMERON Z37114 C64RCB3105AY 201CHQ0137
WIMBERLY, TX No. 01 TX 03996A/05857C HAYS Z37116 C64RCB3105AY 201CHQ0277
RIO GRANDE VALLEY No. 02 TX 02849A/05860C * CAMERON Z37145 C64RCB3105AY 201CHW0064
BUFFALO, TX No. 02 TX 03031A/05861C LEON Z37146 C64RCB3105AY 201CHW0215
BASTROP, TX No. 01 TX 02935A/05879C BASTROP Z31770 C64RCB3105AY 201CFQ0091
LOS FRESNOS, TX No. 3 TX 02959A/05880C CAMERON C64RCB3105AY 201CES0403
HOUSTON, TX No. 42 TX 02850A/05889C * HARRIS Z15904 C64RCB6105AY QA2988
WACO, TX No. 03 TX 02944A/05892C MCLENNON Z69520 C74CLB7105AY 474CPN0090
HARLINGEN, No. 4 TX 01682A/05893C CAMERON Z16540 C64RCB3105AY RA1491
HOUSTON, TX No. 46 TX 02850A/05907C * HARRIS Z34710 C75RCB6105BY 409CGG0002
LAREDO, TX No. 1 TX 02949A/05908C WEBB Z18608 C64RCB3105AY SA0672
HOUSTON, TX No. 48 TX 02850A/05910C * HARRIS Z23246 C75RCB6105AY UT536P
<CAPTION>
CR TX LATITUDE LONGITUDE ANT ELEV
NAME FREQ. HEIGHT
<S> <C> <C> <C> <C> <C>
CUERO, TX No. 1 464.000 29-07-14 97-15-11 493' 319'
RINCON, TX No. 2 464.400 26-30-45 98-34-50 440' 445'
LAFERIA, TX No. 07 461.125 26-08-28 97-50-04 570' 64'
POTEET, TX No. 1 464.300 29-01-03 98-32-50 425' 450'
GONZALES, TX No. 5 464.400 29-32-54 97-24-21 440' 839'
CHARLOTTE, TX No. 1 461.225 28-53-24 98-50-23 300' 450'
LAFERIA, TX No. 08 464.625 26-08-28 97-50-04 570' 64'
LAFERIA, TX No. 09 461.500 26-08-28 97-50-04 570' 64'
MADISONVILLE, TX No. 01 461.625 30-57-20 97-54-33 459' 270'
HOUSTON, TX No. 72 854.5875 29-45-30 95-22-03 999' 49'
SAN ANTONIO, TX No. 25 461.625 29-36-03 98-23-04 480' 945'
LAREDO, TX No. 5 463.350 27-24-09 99-26-49 459' 500'
HOUSTON, TX No. 39 490.4375 29-45-30 95-22-03 999' 49'
CHARLOTTE, TX No. 2 851.1125 28-51-19 98-41-28 599' 540'
LAREDO, TX No. 6 463.425 27-30-23 99-30-30 241' 419'
LAFERIA, TX No. 10 462.125 30-02-27 94-52-14 480' 80'
WACO, TX No. 02 462.075 26-08-28 97-50-04 570' 64'
EDINBURG, TX No. 1 462.075 31-19-07 97-19-16 519' 860'
CORPUS CHRISTI, TX No. 09 462.050 26-20-34 98-13-45 480' 115'
AUSTIN, TX No. 18 464.275 27-40-22 97-35-17 820' 873'
LAFERIA, TX No. 11 461.975 30-19-23 97-47-58 620' 820'
DILLEY, TX No. 1 460.900 26-08-28 97-50-04 570' 64'
WACO, TX No. 07 461.525 28-39-40 99-13-45 459' 590'
MEXIA, TX No. 1 461.975 31-17-33 97-18-32 786' 460'
RIO GRANDE VALLEY No. 04 461.075 31-39-23 96-29-03 480' 383'
CHARLOTTE, TX No. 3 463.450 26-07-08 97-50-00 800' 58'
AUSTIN, TX No. 19 463.725 28-51-19 98-41-28 580' 540'
RIO GRANDE VALLEY No. 01 464.075 30-14-27 97-52-11 460' 1340'
WIMBERLY, TX No. 01 461.300 26-07-08 97-50-00 800' 58'
RIO GRANDE VALLEY No. 02 462.150 29-57-13 98-05-39 199' 1160'
BUFFALO, TX No. 02 463.275 26-07-08 97-50-00 800' 58'
BASTROP, TX No. 01 461.675 30-25-38 96-05-28 440' 400'
LOS FRESNOS, TX No. 3 463.650 30-06-58 97-17-45 440' 978'
HOUSTON, TX No. 42 461.425 26-07-25 97-29-38 360' 30'
WACO, TX No. 03 490.6375 29-45-30 97-22-03 999' 49'
HARLINGEN, No. 4 463.250 31-19-07 97-19-16 519' 860'
HOUSTON, TX No. 46 463.350 26-15-40 97-52-15 500' 50'
LAREDO, TX No. 1 851.0375 29-45-40 95-22-03 999' 49'
HOUSTON, TX No. 48 464.125 27-24-09 99-26-49 459' 500'
851.2875 29-45-30 95-22-03 999' 49'
</TABLE>
Page 7
<PAGE> 45
Exhibit A - To Offer to Buy and Bill of Sale Agreement
List of Community Repeater Assets - Texas
Buyer Initials: /s/ [ILLEGIBLE]
Motorola Initials: /s/ [ILLEGIBLE]
<TABLE>
CR AS/CR COAM ASSET MODEL
NAME ST P & L P/L # COUNTY NO.
<S> <C> <C> <C> <C> <C> <C> <C>
KILLEEN, TX #1 TX 05912C 02872A/05912C BELL Z18950 C64RCB6105AY
DEL RIO, TX #1 TX 05921C 02928A/05921C WICHITA Z18953 C64RCB3105AY
SAN ANTONIO, TX #13 TX 05937C 03822A/05937C * BEXAR Z21103 C64RCB3105AY
LIBERTY-DAYTON, TX #01 TX 05942C 02956A/05942C LIBERTY Z23218 C75RCB6105AY
COPPERAS COVE, TX #1 TX 05945C 02911A/05945C CORYELL Z23191 C64RCB6105AY
CARRIZO SPRINGS, TX #1 TX 05953C 02957A/05953C DIMMIT Z27400 C64RCB6105AY
COLUMBUS, TX #1 TX 05959C 04439A/05959C * COLORADO Z23262 C64RCB3105AY
ELSA, TX #1 TX 05960C 02906A/05960C HIDALGO Z23265 C64RCB3105AY
AUSTIN, TX #09 TX 05961C 03992A/05961C * TRAVIS Z23261 C64RCB3105AY
RIO GRANDE VALLEY #03 TX 05963C 02849A/05963C * CAMERON Z23270 C64RCB3105AY
MT FRANKLIN, TX #01 TX 06901C 03642A/06901C C64RCB3105AY
MT FRANKLIN, TX #10 TX 07017C 03642A/07017C C64RCB3105AY
MT FRANKLIN, TX #11 TX 07022C 03642A/07022C C64RCB3105AY
MT FRANKLIN, TX #12 TX 07026C 03642A/07026C C64RCB3105AY
MT FRANKLIN, TX #13 TX 07031C 03642A/07031C C64RCB3105AY
MT FRANKLIN, TX #14 TX 07035C 03642A/07035C C64RCB6105AY
MT FRANKLIN, TX #15 TX 07038C 03642A/07038C C64RCB6105AY
MT FRANKLIN, TX #16 TX 07041C 03642A/07041C C64RCB6105AY
MT FRANKLIN, TX #17 TX 07043C 03642A/07043C C64RCB6105AY
MT FRANKLIN, TX #02 TX 07112C 03642A/07112C C64RCB3105AY
MT FRANKLIN, TX #04 TX 07223C 03642A/07223C C64RCB3105AY
MT FRANKLIN, TX #05 TX 07246C 03642A/07246C C64RCB3105AY
MT FRANKLIN, TX #06 TX 07268C 03642A/07268C C64RCB3105AY
MT FRANKLIN, TX #07 TX 07282C 03642A/07282C C64RCB3105AY
MT FRANKLIN, TX #08 TX 07293C 03642A/07293C C64RCB3105AY
MT FRANKLIN, TX #19 TX 07765C 03642A/07765C C74CLB7105AY
KILGORE, TX #02 TX 07836C 01552A/07836C * GREGG Z68424 C64RCB6106AT
<CAPTION>
SERIAL TX LATITUDE LONGITUDE ANT ELEV
NO. FREQ HEIGHT
<S> <C> <C> <C> <C> <C>
SA1099 462.050 30-59-12 97-37-47 450' 918'
TA119A 464.000 29-20-56 100-52-23 360' 1050'
TA139P 461.375 29-30-28 98-34-09 100' 1020'
TT5475 851.1625 30-02-17 94-52-14 487' 80'
UA088D 461.175 31-06-00 97-55-58 198' 1275'
201CEQ0177 451.950 28-30-36 99-52-34 440' 652'
201CCA0238 463.950 29-41-14 96-36-55 460' 325'
201CCA0233 461.975 16-14-40 98-00-14 520' 75'
201CCA0237 463.525 30-19-23 97-47-58 620' 820'
201CCC0333 463.675 26-07-08 97-50-00 800' 58'
SA124N 461.150
201CCN0191 464.275
201CCY0132 464.850
201CCY0136 461.875
201CCY0135 452.125
201CDV0445 461.500
201CEC0531 461.550
201CEW0892 463.625
201CGJ0097 463.750
TA201P 462.000
TA202P 463.250
TA0679 461.525
TA2282 461.400
201CCC0363 461.900
201CCC0362 468.300
474CLU0069 463.450
201CFW0464 461.925 32-19-58 94-49-26 467' 345'
</TABLE>
STATE TOTAL 306
Page 8
<PAGE> 46
EXHIBIT A - OFFER TO BUY AND BILL OF SALE AGREEMENT
List of Community Repeater Assets - Wyoming
Buyer Initials: /s/ [ILLEGIBLE]
--------------------
Motorola Initials: /s/ [ILLEGIBLE]
--------------------
<TABLE>
<CAPTION>
BASE TX/RX A/S A/S C/R
ANSR # STATE CITY COUNTY COORDINATES FREQ STATION SYSTEM LEASE P/L #
- - ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
06785C WY Torrington Goshen 42-06-45/104-28-59 461.3500 Yes Yes DIRECT 03480A
06809C WY Gillette Campbell 44-11-55/105-35-08 463.7750 Yes Yes DIRECT 03513A
06857C WY Laramie Peak Albany 42-16-05/105-26-32 461.2250 Yes Yes DIRECT 03587A
06886C WY Medicine Wheel Big Horn 44-48-59/107-54-13 461.2750 Yes Yes DIRECT 03625A
06929C WY Pine Bluffs Laramie 41-09-10/104-04-45 464.4000 Yes Yes DIRECT 03680A
06960C WY Jackson/Snowking Teton 43-27-48/110-45-44 463.2000 Yes No MOTOROLA 03730A
06994C WY Cummings/Warren Pk 461.6500 Yes Yes DIRECT 03777A
07106C WY Medicine Wheel Big Horn 44-48-59/107-54-13 461.8750 Yes Yes DIRECT 03623A
07142C WY Wheatland Platte 42-02-45/104-41-53 464.3000 Yes Yes DIRECT 03782A
TOTAL 9
</TABLE>
1
<PAGE> 47
ADDENDUM TO OFFER TO BUY AND BILL OF SALE AGREEMENT
Tax Deferred Exchange. Buyer and Motorola acknowledge that Buyer desires to
exchange, for other property of like kind and qualifying use within the meaning
of Section 1031 of the United States Internal Revenue Code of 1986, as amended,
and the Regulations promulgated thereunder, title to the Property which is the
subject of this Agreement. Buyer and Motorola hereby acknowledge that they are
parties to other agreements, namely SMRS Asset Purchase Agreements dated
November 24, 1993, December 13, 1993, December 17, 1993, January 11, 1994 and
January 12, 1994, whereby (1) Buyer agreed to sell and Motorola agreed to
purchase certain tangible assets and (2) Buyer agreed to transfer to and
Motorola agreed to accept, a transfer of certain FCC-issued 800 MHz SMR
Licenses ("SMR Agreement") under the terms and conditions contained in such SMR
Agreements. Motorola agrees that it shall reasonably cooperate with Buyer to
assist Buyer in Buyer's efforts to allow this Agreement and the SMR Agreement
to be part of the Section 1031 tax deferred exchange. Provided however, that
Motorola shall not be required to cooperate with Buyer in such Section 1031 tax
deferred exchange if the requirements of such a Section 1031 exchange shall
cause Motorola problems (1) in the acquisition of the Property under the SMR
Agreement and/or receiving a transfer of the FCC issued licenses thereunder; or
(2) in any other acquisitions of several other 800 MHz SMR systems, property
and/or FCC licenses related thereto for which Motorola has already contracted
to purchase. It is specifically agreed by the parties that the successful
exchange by Buyer of the Property for another of like kind and qualifying use
is not a condition precedent to Buyer's obligations under this Agreement. The
parties agree that due to the inclusion of FCC-issued licenses as part of the
Agreement and the SMR Agreement, no "qualified intermediaries" may be used to
facilitate the Section 1031 exchange.
CHAMPION COMMUNICATION SERVICES, INC.
Champion Execution Date: September 13, 1994
------------------
By: /s/ ALBERT F. RICHMOND
-----------------------------
Albert F. Richmond
Chief Executive Officer
MOTOROLA, INC.
Motorola Execution Date: September 14, 1994
------------------
By: /s/ JOE B. VESTAL
-----------------------------------
Joe Vestal
Vice President, General Manager
U.S. Domestic Network Services Div.
<PAGE> 1
OFFER TO BUY AND BILL OF SALE AGREEMENT
This Offer to Buy and Bill of Sale Agreement ("Agreement") is made and
entered into as of the Agreement Date (defined in Paragraph 1 below) by and
between Motorola, Inc. a Delaware corporation, having an office at 1301 East
Algonquin Road, Schaumburg, Illinois 60196 ("Motorola"), and Champion
Communication Services, Inc., a Delaware (corporation) (partnership) (sole
proprietorship) - Cross Out Two, with its principal office at 1111 Bagby,
Suite 2121, Houston, Texas 77002 ("Buyer").
Motorola and Buyer agree as follows:
BACKGROUND FACTS
A. Motorola has engaged providing community repeater ("CR") communication
service to one or more users of that type of communications service in the
Central Division area.
B. Buyer desires to make an offer to purchase the CR assets of Motorola
that are listed in Exhibit A ("Property"). This document constitutes Buyer's
offer to purchase the property and, if accepted by Motorola in accordance with
Paragraph 1 below, this document will constitute the Offer to Buy and Bill of
Sale Agreement between Buyer and Motorola whereby Buyer will purchase the
property from Motorola.
OFFER TO PURCHASE TERMS AND CONDITIONS
1. (a) Buyer knows that Motorola may receive other offers to purchase
the Property from other potential purchasers. Buyer acknowledges that until
Motorola enters into a legally binding contract to sell the Property, Motorola
reserves the right, in its sole discretion, to reject or disregard, now or at
anytime in the future, each or any offer to purchase the property that Motorola
receives from any prospective purchaser, including Buyer.
(b) When the Schaumburg, Illinois office of the General Manager of
Motorola's U.S. Domestic Network Services Division ("General Manager") has in
hand an original of this Agreement that has been executed by Buyer, that shall
constitute an offer by Buyer to purchase the Property from Motorola. That
document shall not become a binding contract between Buyer and Motorola until
the date, if any, the General Manager accepts this Agreement by sending to Buyer
from the General Manager's Office a fully executed copy of the Agreement that
has been signed by the General Manager ("Agreement Date"). No act or omission
by Motorola which occurs prior to the Agreement Date can be characterized by
anyone to either constitute acceptance of this Agreement by Motorola or
otherwise create a claim in anyone related in any way to the subject matter of
this Agreement.
2. (a) For and in consideration of Buyer's payment of the amount set
forth in paragraph 3 below, Motorola agrees to sell to buyer the Property
listed on Exhibit A. The Closing Date for the purchase and sale of the Property
shall be Dec. 15, 1994 ("Closing Date").
<PAGE> 2
(b) On the Closing Date, Motorola will deliver to Buyer title to the
Property free and clear of all financial liens and encumbrances, charges or
title retention, or other security arrangements.
3. As full payment for the property, buyer shall pay Motorola an amount
equal to the sum of ($270,000) Dollars ("Purchase Price"). Within seven (7)
days after the Agreement Date, Buyer shall pay Motorola a deposit of
Twenty-Five Percent (25%), ($67,500.00) Dollars in cash by certified check.
At least fifteen days prior to the Closing Date, Buyer shall pay Motorola the
remainder of the Purchase Price ($202,500) Dollars in cash by certified check.
That payment shall be a condition precedent to Motorola's obligation to sell
the Property to Buyer on the Closing Date.
4. All property is sold F.O.B. its current physical location (e.g. antenna
site) as of the Closing Date. Buyer is responsible for all costs and
arrangements associated with transferring the Property to Buyer, including, if
applicable, dismantling the Property (including labor and material), and
loading, transporting, and removing it from the F.O.B. point. Buyer assumes sole
responsibility for safety in securing the load(s), and for clearing up any
debris generated by Buyer's actions in loading or removing the property from
F.O.B. point.
5. Buyer shall comply with all federal, state, local, and OSHA regulations.
While at any Motorola site, Buyer shall comply with all Motorola's rules which
may be imposed from time to time.
6. (a) WITH THE EXCEPTION OF THE WARRANTY OF TITLE STATED IN PARAGRAPH
2B ABOVE, MOTOROLA SELLS ALL OF THE PROPERTY "AS IS - WHERE IS", AND MAKES NO
GUARANTY, WARRANTY, OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO CHARACTER,
QUALITY, CONDITION, WEIGHT, SIZE, OR DESCRIPTION OF ANY PROPERTY, ITS
MERCHANTABILITY, ITS FITNESS FOR ANY USE OR PURPOSE, OR OTHERWISE.
(b) BUYER AGREES THAT FULL OPPORTUNITY WAS GIVEN TO MAKE INSPECTION
OF THE PROPERTY AT BUYER'S SOLE EXPENSE. FAILURE TO INSPECT WILL NOT CONSTITUTE
GROUNDS FOR ANY CLAIMS AGAINST MOTOROLA OR ITS ASSIGNS. BUYER ACKNOWLEDGES THAT
A USER SUMMARY MAY CONTAIN ERRORS AND OMISSIONS.
(c) MOTOROLA MAKES NO REPRESENTATION OR WARRANTY ABOUT THE PAST
PROFITABILITY OR LOSSES OR REVENUE OR EXPENSES IN THE BUSINESS OPERATION WHICH
USED THE PROPERTY, AND MOTOROLA ALSO MAKES NO REPRESENTATION OR WARRANTY ABOUT
THE POSSIBLE CONTRIBUTION (OR LACK OF IT) ANY OR ALL OF THE PROPERTY
(INCLUDING, WITHOUT LIMITATION, EACH USER SUMMARY OR ANY INFORMATION MOTOROLA
PROVIDES WHICH RELATES IN ANY WAY TO A USER SUMMARY) MIGHT MAKE TO BUYER'S
REVENUE, EXPENSES, PROFITABILITY OR LOSSES SHOULD BUYER USE THE PROPERTY IN A
SIMILAR BUSINESS ENTERPRISE OR OTHERWISE.
7. Buyer agrees that Motorola will not be required to make available any
documentation, reports, drawings, or instruction manuals of the Property.
8. The purchase price set forth in Paragraph 3 herein is exclusive of, and
buyer shall be responsible for, all taxes, levies, assessments, and the like
arising out of, or in any way connected with, this Agreement or the sale,
dismantling, loading, transportation, removal, possession, or use of the
Property.
9. Subject to Paragraph 10, risk of loss, damage or destruction of the
Property or any part thereof from any cause shall be upon Motorola until the
Closing Date. In the event the Property or any material part thereof is lost,
damaged or destroyed when the risk of loss is upon Motorola, Buyer shall have
the
<PAGE> 3
right to terminate this Agreement by written notice to Motorola and upon such
termination, there shall be no further liability on the part of either party
under this Agreement. However, if only a portion (i.e. less than fifty percent
(50%) of the total value of the property) of the property is lost, damaged or
destroyed as aforesaid, Buyer will be obligated to consummate the purchase of
the remaining property and the value of the Property that is lost, damaged or
destroyed shall be deducted from the purchase price. Notwithstanding the
foregoing, if the Property is damaged or destroyed as a direct result of the
negligence of Buyer, Buyer shall, at Motorola's option, repair or replace the
damaged or destroyed Property.
10. If the property shall, at Motorola's discretion, be loaded and held for
payment, risk of loss shall pass to Buyer upon such loading or the Closing Date,
whichever occurs earlier, and other costs that may accrue in respect to such
loading will be for Buyer's account.
11. (a) Buyer acknowledges that Motorola Does not warrant that any of
the current users of any CR reflected in any User Summary or otherwise will
continue to use, now or in the future, any CR Property being purchased by
Buyer. Likewise, Motorola makes no representation that any CR communication
service user agreement between Motorola and any CR user will assigned to Buyer
or continued in force for any time period whatsoever.
(b) Buyer also acknowledges that Motorola has not made any
representation of any kind regarding potential costs of CR operation or use or
future availability of antenna sites that may relate in anyway to Buyer's use
of any CR. In that regard, Buyer understands that this agreement does not now
and will not at anytime in the future, create in Buyer any right, title or
interest in or any claim whatsoever to any antenna site where any item Property
to be sold may be relocated.
12. (a) Motorola shall be excused for any delay in performance due to
acts of God, war, riot, insurrection, fires, flood, accidents, strikes,
differences with workers delays in transportation, shortage of furl, labor or
material or other circumstances or cause beyond the control of Motorola in
reasonable conduct of the business.
(b) IN NO EVENT SHALL MOTOROLA BE LIABLE FOR INCIDENTAL OR
CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.
13. There are no understandings between the parties hereto as to the subject
matter of this Agreement other than as set forth herein. All previous
communications about the subject matter of this Agreement, either oral or
written, are hereby abrogated and withdrawn, and this Agreement constitutes the
entire agreement between the parties. No terms, conditions, understandings, or
agreements purporting to modify or vary the terms of this document shall be
binding unless hereafter made in writing and signed by both parties hereto.
Buyer may not assign this Agreement or any of its interest or rights under this
Agreement without Motorola's prior written consent. Buyer acknowledges that this
Agreement does not effect in any way, any other contract for Motorola products
or services between Buyer and Motorola, if any, and it does not create any
express or implied obligations on Motorola to establish any other contractual
relationships with Buyer.
14. THIS AGREEMENT IS DEEMED BY THE PARTIES TO HAVE BEEN ENTERED INTO IN
ILLINOIS; AND THIS AGREEMENT INTERPRETATION, CONSTRUCTION AND THE RIGHTS, DUTIES
AND REMEDIES FOR ITS ENFORCEMENT OR BREACH ARE TO BE DECIDED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF ILLINOIS. THIS AGREEMENT SHALL BE BINDING UPON AND
INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS, AND
ASSIGNS, AND MAY BE EXECUTED IN TWO OR MORE DUPLICATE ORIGINALS, EACH OF WHICH
SHALL TOGETHER CONSTITUTE ONE AND THE SAME AGREEMENT.
<PAGE> 4
15. The invalidity or unenforceability of any provision hereof shall in no
way affect the validity or enforceability of any other provisions hereof.
16. The following exhibits are attached hereto and incorporated into this
Agreement by this reference:
A. Detailed List of CR Assets; User Summary(s)
Each of the parties to this Agreement have executed this Agreement on
the execution dates shown below. The parties agree that the effective date of
this Agreement shall be the Agreement Date.
(BUYER'S COMPANY NAME) MOTOROLA, INC.
CHAMPION COMMUNICATION SERVICES, INC.
Buyer Motorola
Execution Date: October 5, 1994 Execution Date: 10-13-94
By: /s/ DAVID A. TERMAN By: /s/ JOE VESTAL
------------------------------- ---------------------------------
David A. Terman Joe Vestal, V.P., General Manager
U.S. Domestic Network Services
Title: President Division
By: /s/ MARY GARNER
-------------------------------
Corporate Secretary / Witness
(as applicable)
<PAGE> 5
EXHIBIT A -- OFFER TO BUY AND BILL OF SALE AGREEMENT
LIST OF COMMUNITY REPEATER ASSETS
BUYER INITIALS: DAT
MOTOROLA'S INITIALS:
<TABLE>
<CAPTION>
----------------
| 800 MHZ C/R |
---------------- Approximate A/S
St. Site C/R # P/L # Users Units Frequency Latitude Longitude LEASE TX/RX
- - -------- ----- ----- ----- ----- --------- -------- --------- ------- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
IL Batavia 1 295 0648C 2 14 851.0625 41-50-22 88-17-43 Motorola No
IL Batavia 1 772 1118C 2 6 854.7375 41-50-22 88-17-43 Motorola No
IL Batavia 1 801 1146C 5 45 853.8125 41-50-22 88-17-43 Motorola No
Il Elgin 1 775 1121C 3 17 852.2375 42-02-43 88-15-35 Motorola Yes
IL Lake Zurich 1 1026 0416C 1 9 854.2125 42-14-10 88-03-53 Motorola No
IL Lake Zurich 1 458 0810C 4 28 851.7625 42-14-10 88-03-53 Motorola No
IL Lake Zurich 1 523 0872C 2 12 852.8875 42-14-10 88-03-53 Motorola No
IL Lake Zurich 1 631 0979C 1 15 853.6875 42-14-10 88-03-53 Motorola No
IL Lockport 1 649 0998C 3 59 853.5375 41-37-27 88-00-17 Motorola Yes
IL McHenry 1 650 1000C 5 40 852.3125 42-21-20 88-19-00 Motorola Yes
IL Orland Park 1 476 0828C 1 3 851.6625 41-35-17 87-51-51 Motorola Yes
IL Sears 1 1025 0415C 5 46 852.0125 41-52-44 87-38-10 Motorola No
IL Sears 1 255 0606C 1 9 851.1125 41-52-44 87-38-10 Motorola No
IL Sears 1 256 0607C 3 24 851.0875 41-52-44 87-38-10 Motorola No
IL Sears 1 293 0646C 1 20 851.2375 41-52-44 87-38-10 Motorola No
IL Sears 1 294 0647C 2 32 851.2125 41-52-44 87-38-10 Motorola No
IL Sears 1 365 0721C 1 61 854.3125 41-52-44 87-38-10 Motorola No
IL Sears 1 366 0722C 4 23 851.2875 41-52-44 87-38-10 Motorola No
IL Sears 1 368 0724C 3 12 851.5375 41-52-44 87-38-10 Motorola No
IL Sears 1 387 0743C 1 56 852.0375 41-52-44 87-38-10 Motorola No
IL Sears 1 389 0745C 2 71 851.3625 41-52-44 87-38-10 Motorola No
IL Sears 1 390 0746C 5 57 852.1375 41-52-44 87-38-10 Motorola No
IL Sears 1 391 0747C 3 48 851.7125 41-52-44 87-38-10 Motorola No
IL Sears 1 392 0748C 3 34 851.8125 41-52-44 87-38-10 Motorola No
IL Sears 1 443 0796C 3 15 852.2125 41-52-44 87-38-10 Motorola No
IL Sears 1 527 0875C 4 22 852.0875 41-52-44 87-38-10 Motorola No
IL Sears 1 541 0889C 1 37 853.0125 41-52-44 87-38-10 Motorola No
IL Sears 1 574 0923C 5 36 852.6875 41-52-44 87-38-10 Motorola No
IL Sears 1 580 0927C 3 31 852.8375 41-52-44 87-38-10 Motorola No
IL Sears 1 581 0928C 3 36 852.7125 41-52-44 87-38-10 Motorola No
IL Sears 1 590 0938C 1 19 853.0875 41-52-44 87-38-10 Motorola No
IL Sears 1 591 0939C 3 22 853.1375 41-52-44 87-38-10 Motorola No
IL Sears 1 606 0956C 2 24 853.3625 41-52-44 87-38-10 Motorola No
IL Sears 1 611 0960C 1 30 852.1625 41-52-44 87-38-10 Motorola No
IL Sears 1 681 1028C 4 56 853.5625 41-52-44 87-38-10 Motorola No
IL Sears 1 682 1029C 2 35 853.5125 41-52-44 87-38-10 Motorola No
IL Sears 1 683 1030C 2 75 853.6625 41-52-44 87-38-10 Motorola No
IL Sears 1 684 1031C 3 21 853.8625 41-52-44 87-38-10 Motorola No
IL Sears 1 686 1032C 1 6 853.6125 41-52-44 87-38-10 Motorola No
IL Sears 1 687 1033C 2 23 854.2625 41-52-44 87-38-10 Motorola No
IL Sears 1 766 1112C 1 2 854.7125 41-52-44 87-38-10 Motorola No
IL Sears 1 778 1122C 1 22 854.5875 41-52-44 87-38-10 Motorola No
WI Pleasant Prairie 1 473 0825C 4 25 851.6625 42-30-36 87-53-11 Motorola Yes
IN Rossville 1 820 1166C 2 17 855.4375 40-23-20 86-36-46 Motorola Yes
MN Minneapolis 1 385 0741C 2 10 851.1625 44-58-30 93-16-30 Motorola No
MN Minneapolis 1 804 1149C 1 78 851.4125 41-58-36 93-16-11 Motorola No
MN Minneapolis 1 871 1220C 2 8 851.5375 41-58-36 93-16-11 Motorola No
MN Minneapolis 1 961 1312C 1 3 851.8375 41-58-36 93-16-11 Motorola No
MO Clayton 1 339 0694C 1 9 851.0125 38-38-51 90-20-13 Motorola No
MO Clayton 1 674 1021C 2 27 851.0875 90-20-13 90-20-13 Motorola No
MO Kansas City 1 14 2270C 5 29 851.0375 39-05-58 94-34-57 Motorola No
OH Amherst 1 587 8024C 2 8 863.1375 41-41-03 81-02-34 Direct Yes
OH Dayton 1 633 5056C 3 27 851.0375 39-43-51 84-15-47 Motorola No
OH Newark 1 1101 8072C 3 27 852.4125 40-04-50 82-21-51 Motorola No
TOTAL 54 133 1521
</TABLE>
<PAGE> 1
OFFER TO BUY AND BILL OF SALE AGREEMENT
This Offer to Buy and Bill of Sale Agreement ("Agreement") is made and
entered into as of the Agreement Date (defined in Paragraph 1 below) by and
between Motorola, Inc. a Delaware corporation having an office at 1301 East
Algonquin Road, Schaumburg, Illinois 60196 ("Motorola"), and Champion
Communication Services, Inc., a Delaware (corporation) (partnership) (sole
proprietorship) - Cross Out Two, with its principal office at 1111 Bagby,
Suite 2121, Houston, Texas 77002 ("Buyer").
Motorola and Buyer agree as follows:
BACKGROUND FACTS
A. Motorola has engaged providing community repeater ("CR") communication
service to one or more users of that type of communications service in the
Central Division area.
B. Buyer desires to make an offer to purchase the CR assets of Motorola
that are listed in Exhibit A ("Property"). This document constitutes Buyer's
offer to purchase the property and, if accepted by Motorola in accordance with
Paragraph 1 below, this document will constitute the Offer to Buy and Bill of
Sale Agreement between Buyer and Motorola whereby Buyer will purchase the
property from Motorola.
OFFER TO PURCHASE TERMS AND CONDITIONS
1. (a) Buyer knows that Motorola may receive other offers to purchase
the Property from other potential purchasers. Buyer acknowledges that until
Motorola enters into a legally binding contract to sell the Property, Motorola
reserves the right, in its sole discretion, to reject or disregard, now or at
anytime in the future, each or any offer to purchase the property that Motorola
receives from any prospective purchaser, including Buyer.
(b) When the Schaumburg, Illinois office of the General Manager of
Motorola's U.S. Domestic Network Services Division ("General Manager") has in
hand an original of this Agreement that has been executed by Buyer, that shall
constitute an offer by Buyer to purchase the Property from Motorola. That
document shall not become a binding contract between Buyer and Motorola until
the date, if any, the General Manager accepts this Agreement by sending to Buyer
from the General Manager's Office a fully executed copy of the Agreement that
has been signed by the General Manager ("Agreement Date"). No act or omission by
Motorola which occurs prior to the Agreement Date can be characterized by anyone
to either constitute acceptance of this Agreement by Motorola or otherwise
create a claim in anyone related in any way to the subject matter of this
Agreement.
2. (a) For and in consideration of Buyer's payment of the amount set
forth in paragraph 3 below, Motorola agrees to sell to buyer the Property listed
on Exhibit A. The Closing Date for the purchase and sale of the Property shall
be Dec. 15, 1994 ("Closing Date").
<PAGE> 2
(b) On the Closing Date, Motorola will deliver to Buyer title to the
Property free and clear of all financial liens and encumbrances, charges or
title retention, or other security arrangements.
3. As full payment for the property, buyer shall pay Motorola an amount
equal to the sum of ($8,000) Dollars ("Purchase Price"). Within seven (7)
days after the Agreement Date, Buyer shall pay Motorola a deposit of
Twenty-Five Percent (25%), ($2,000.00) Dollars in cash by certified check.
At least fifteen days prior to the Closing Date, Buyer shall pay Motorola the
remainder of the Purchase Price ($6,000) Dollars in cash by certified check.
That payment shall be a condition precedent to Motorola's obligation to sell
the Property to Buyer on the Closing Date.
4. All property is sold F.O.B. its current physical location (e.g. antenna
site) as of the Closing Date. Buyer is responsible for all costs and
arrangements associated with transferring the Property to Buyer, including, if
applicable, dismantling the Property (including labor and material), and
loading, transporting, and removing it from the F.O.B. point. Buyer assumes
sole responsibility for safety in securing the load(s), and for clearing up any
debris generated by Buyer's actions in loading or removing the property from
F.O.B. point.
5. Buyer shall comply with all federal, state, local, and OSHA regulations.
While at any Motorola site, Buyer shall comply with all Motorola's rules which
may be imposed from time to time.
6. (a) WITH THE EXCEPTION OF THE WARRANTY OF TITLE STATED IN PARAGRAPH
2B ABOVE, MOTOROLA SELLS ALL OF THE PROPERTY "AS IS - WHERE IS", AND MAKES NO
GUARANTY, WARRANTY, OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO CHARACTER
QUALITY, CONDITION, WEIGHT, SIZE, OR DESCRIPTION OF ANY PROPERTY, ITS
MERCHANTABILITY, ITS FITNESS FOR ANY USE OR PURPOSE, OR OTHERWISE.
(b) BUYER AGREES THAT FULL OPPORTUNITY WAS GIVEN TO MAKE INSPECTION
OF THE PROPERTY AT BUYER'S SOLE EXPENSE. FAILURE TO INSPECT WILL NOT
CONSTITUTE GROUNDS FOR ANY CLAIMS AGAINST MOTOROLA OR ITS ASSIGNS. BUYER
ACKNOWLEDGES THAT A USER SUMMARY MAY CONTAIN ERRORS AND OMISSIONS.
(c) MOTOROLA MAKES NO REPRESENTATION OR WARRANTY ABOUT THE PAST
PROFITABILITY OR LOSSES OR REVENUE OR EXPENSES IN THE BUSINESS OPERATION WHICH
USED THE PROPERTY, AND MOTOROLA ALSO MAKES NO REPRESENTATION OR WARRANTY ABOUT
THE POSSIBLE CONTRIBUTION (OR LACK OF IT) ANY OR ALL, OF THE PROPERTY
(INCLUDING, WITHOUT LIMITATION, EACH USER SUMMARY OR ANY INFORMATION MOTOROLA
PROVIDES WHICH RELATES IN ANY WAY TO A USER SUMMARY) MIGHT MAKE TO BUYER'S
REVENUE, EXPENSES, PROFITABILITY OR LOSSES SHOULD BUYER USE THE PROPERTY IN A
SIMILAR BUSINESS ENTERPRISE OR OTHERWISE.
7. Buyer agrees that Motorola will not be required to make available any
documentation, reports, drawings, or instruction manuals of the Property.
8. The purchase price set forth in Paragraph 3 herein is exclusive of, and
buyer shall be responsible for, all taxes, levies, assessments, and the like
arising out of, or in any way connected with, this Agreement or the sale,
dismantling, loading, transportation, removal, possession, or use of the
Property.
9. Subject to Paragraph 10, risk of loss, damage or destruction of the
Property or any part thereof from any cause shall be upon Motorola until the
Closing Date. In the event the Property or any material part thereof is lost,
damaged or destroyed when the risk of loss is upon Motorola, Buyer shall have
the
<PAGE> 3
right to terminate this Agreement by written notice to Motorola and upon such
termination, there shall be no further liability on the part of either party
under this Agreement. However, if only a portion (i.e. less than fifty percent
(50%) of the total value of the property) of the property is lost, damaged or
destroyed as aforesaid, Buyer will be obligated to consummate the purchase of
the remaining property and the value of the Property that is lost, damaged or
destroyed shall be deducted from the purchase price. Notwithstanding the
foregoing, if the Property is damaged or destroyed as a direct result of the
negligence of Buyer, Buyer shall, at Motorola's option, repair or replace the
damaged or destroyed Property.
10. If the property shall, at Motorola's discretion, be loaded and held for
payment, risk of loss shall pass to Buyer upon such loading or the Closing
Date, whichever occurs earlier, and other costs that may accrue in respect to
such loading will be for Buyer's account
11. (a) Buyer acknowledges that Motorola Does not warrant that any of the
current users of any CR reflected in any User Summary or otherwise will
continue to use, now or in the future, any CR Property being purchased by
Buyer. Likewise, Motorola makes no representation that any CR communication
service user agreement between Motorola and any CR user will assigned to Buyer
or continued in force for any time period whatsoever.
(b) Buyer also acknowledges that Motorola has not made any
representation of any kind regarding potential costs of CR operation or use or
future availability of antenna sites that may relate in anyway to Buyer's use of
any CR. In that regard, Buyer understands that this agreement does not now and
will not at anytime in the future, create in Buyer any right, title or interest
in or any claim whatsoever to any antenna site where any item Property to be
sold may be relocated.
12. (a) Motorola shall be excused for any delay in performance due to
acts of God, war, riot, insurrection, fires, flood, accidents, strikes,
differences with workers delays in transportation, shortage of furl, labor or
material or other circumstances or cause beyond the control of Motorola in
reasonable conduct of the business.
(b) IN NO EVENT SHALL MOTOROLA BE LIABLE FOR INCIDENTAL OR
CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.
13. There are no understandings between the parties hereto as to the subject
matter of this Agreement other than as set forth herein. All previous
communications about the subject matter of this Agreement, either oral or
written, are hereby abrogated and withdrawn, and this Agreement constitutes the
entire agreement between the parties. No terms, conditions, understandings, or
agreements purporting to modify or vary the terms of this document shall be
binding unless hereafter made in writing and signed by both parties hereto.
Buyer may not assign this Agreement or any of its interest or rights under this
Agreement without Motorola's prior written consent. Buyer acknowledges that
this Agreement does not effect in any way, any other contract for Motorola
products or services between Buyer and Motorola, if any, and it does not create
any express or implied obligations on Motorola to establish any other
contractual relationships with Buyer.
14. THIS AGREEMENT IS DEEMED BY THE PARTIES TO HAVE BEEN ENTERED INTO IN
ILLINOIS; AND THIS AGREEMENT INTERPRETATION, CONSTRUCTION AND THE RIGHTS,
DUTIES AND REMEDIES FOR ITS ENFORCEMENT OR BREACH ARE TO BE DECIDED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS. THIS AGREEMENT SHALL BE
BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR
RESPECTIVE SUCCESSORS, AND ASSIGNS, AND MAY BE EXECUTED IN TWO OR MORE
DUPLICATE ORIGINALS, EACH OF WHICH SHALL TOGETHER CONSTITUTE ONE AND THE SAME
AGREEMENT.
<PAGE> 4
15. The invalidity or unenforceability of any provision hereof shall in no
way affect the validity or enforceability of any other provisions hereof.
16. The following exhibits are attached hereto and incorporated into this
Agreement by this reference:
A. Detailed List of CR Assets; User Summary(s)
Each of the parties to this Agreement have executed this Agreement on the
execution dates shown below. The parties agree that the effective date of this
Agreement shall be the Agreement Date.
(BUYER'S COMPANY NAME) MOTOROLA, INC
CHAMPION COMMUNICATION SERVICES, INC.
Buyer Motorola
Execution Date: October 5, 1994 Execution Date: Oct. 13, 1994
---------------------- ---------------------
By: /s/ DAVID A. TERMAN By: /s/ JOE VESTAL
----------------------------------- ----------------------------------
David A. Terman Joe Vestal, V.P., General Manager
U. S. Domestic Network Services
Division
Title: President
By: /s/ MARY GARNER
-----------------------------------
Corporate Secretary / Witness
(as applicable)
<PAGE> 5
EXHIBIT A - OFFER TO BUY AND BILL OF SALE AGREEMENT
LIST OF COMMUNITY REPEATER ASSETS
BUYERS INITIALS: /s/ DAT
MOTOROLA'S INITIALS:
Remaining UHF C/R's
<TABLE>
<CAPTION>
APPROXIMATE A/S
ST SITE C/R NO. P/L NO. USERS UNITS FREQUENCY LATITUDE LONGITUDE LEASE TX/RX
---- ----- ---- ----- ----- ---------- -------- --------- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
MO Mt. Vernon 1 1 02444C 6 40 463.575 37-06-47 93-46-55 Direct Yes
IL Standard Oil 1 202 00542C 2 12 461.575 41-53-30 87-37-15 Motorola No
MN Waltham 1 2077 08042C 2 6 464.700 43-49-16 92-52-37 Motorola No
IL Sears 1 112 00432C 1 36 464.700 41-52-44 87-38-10 Motorola No
4 TOTAL 11 94
</TABLE>
Market Value $12,000
<PAGE> 1
OFFER TO BUY AND BILL OF SALE AGREEMENT
This Offer to Buy and Bill of Sale Agreement ("Agreement") is made and
entered into as of the Agreement Date (defined in Paragraph 1 below) by and
between Motorola, Inc. a Delaware corporation, having an office at 1301 East
Algonquin Road, Schaumburg, Illinois 60196 ("Motorola"), and Champion
Communication Services, Inc. a (corporation) (partnership) (sole
proprietorship) - Cross Out Two, with its principal office at Houston, Texas
("Buyer").
Motorola and Buyer agree as follows:
BACKGROUND FACTS
A. Motorola has engaged providing community repeater ("CR") communication
service to one or more users of that type of communications service in the
Western U.S. area.
B. Buyer desires to make an offer to purchase the CR assets of Motorola that
are listed in Exhibit A ("Property"). This document constitutes Buyer's offer to
purchase the property and, if accepted by Motorola in accordance with Paragraph
1 below, this document will constitute the Offer to Buy and Bill of Sale
Agreement between Buyer and Motorola whereby Buyer will purchase the property
from Motorola.
OFFER TO PURCHASE TERMS AND CONDITIONS
1. (a) Buyer knows that Motorola may receive other offers to purchase
the Property from other potential purchasers. Buyer acknowledges that until
Motorola enters into a legally binding contract to sell the Property, Motorola
reserves the right, in its sole discretion, to reject or disregard, now or at
anytime in the future, each or any offer to purchase the property that Motorola
receives from any prospective purchaser, including Buyer.
(b) When the Schaumburg, Illinois office of the General Manager of
Motorola's U.S. Domestic Network Services Division ("General Manager") has in
hand an original of this Agreement that has been executed by Buyer, that shall
constitute an offer by Buyer to purchase the Property from Motorola. That
document shall not become a binding contract between Buyer and Motorola until
the date, if any, the General Manager accepts this Agreement by sending to Buyer
from the General Manager's Office a fully executed copy of the Agreement that
has been signed by the General Manager ("Agreement Date"). No act or omission by
Motorola which occurs prior to the Agreement Date can be characterized by anyone
to either constitute acceptance of this Agreement by Motorola or otherwise
create a claim in anyone related in any way to the subject matter of this
Agreement.
2. (a) For and in consideration of Buyer's payment of the amount set
forth in paragraph 3 below, Motorola agrees to sell to buyer the Property
listed on Exhibit A. The Closing Date for the purchase and sale of the Property
shall be December 1, 1994 ("Closing Date").
<PAGE> 2
(b) On the Closing Date, Motorola will deliver to Buyer title to the
Property free and clear of all financial liens and encumbrances, charges or
title retention, or other security arrangements.
3. As full payment for the property, buyer shall pay Motorola an amount
equal to the sum of thirty eight thousand four hundred ($38,400.00) Dollars
("Purchase Price"). On the Closing Date, Buyer shall pay Motorola the Purchase
Price in cash by certified check. That payment shall be a condition precedent
to Motorola's obligation to sell the Property to Buyer on the Closing Date.
4. All property is sold F.O.B. its current physical location (e.g. antenna
site) as of the Closing Date. Buyer is responsible for all costs and
arrangements associated with transferring the Property to Buyer, including, if
applicable, dismantling the Property (including labor and material), and
loading, transporting, and removing it from the F.O.B. point. Buyer assumes
sole responsibility for safety in securing the load(s), and for clearing up any
debris generated by Buyer's actions in loading or removing the property from
F.O.B. point.
5. Buyer shall comply with all federal, state, local, and OSHA regulations.
While at any Motorola site, Buyer shall comply with all Motorola's rules which
may be imposed from time to time.
6. (a) WITH THE EXCEPTION OF THE WARRANTY OF TITLE STATED IN PARAGRAPH
2B ABOVE, MOTOROLA SELLS ALL OF THE PROPERTY "AS IS - WHERE IS", AND MAKES NO
GUARANTY, WARRANTY, OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO CHARACTER,
QUALITY, CONDITION, WEIGHT, SIZE, OR DESCRIPTION OF ANY PROPERTY, ITS
MERCHANTABILITY, ITS FITNESS FOR ANY USE OR PURPOSE, OR OTHERWISE.
(b) BUYER AGREES THAT FULL OPPORTUNITY WAS GIVEN TO MAKE INSPECTION
OF THE PROPERTY AT BUYER'S SOLE EXPENSE. FAILURE TO INSPECT WILL NOT
CONSTITUTE GROUNDS FOR ANY CLAIMS AGAINST MOTOROLA OR ITS ASSIGNS. BUYER
ACKNOWLEDGES THAT A USER SUMMARY MAY CONTAIN ERRORS AND OMISSIONS.
(c) MOTOROLA MAKES NO REPRESENTATION OR WARRANTY ABOUT THE PAST
PROFITABILITY OR LOSSES OR REVENUE OR EXPENSES IN THE BUSINESS OPERATION WHICH
USED THE PROPERTY, AND MOTOROLA ALSO MAKES NO REPRESENTATION OR WARRANTY ABOUT
THE POSSIBLE CONTRIBUTION (OR LACK OF IT) ANY OR ALL OF THE PROPERTY
(INCLUDING, WITHOUT LIMITATION, EACH USER SUMMARY OR ANY INFORMATION MOTOROLA
PROVIDES WHICH RELATES IN ANY WAY TO A USER SUMMARY) MIGHT MAKE TO BUYER'S
REVENUE, EXPENSES, PROFITABILITY OR LOSSES SHOULD BUYER USE THE PROPERTY IN A
SIMILAR BUSINESS ENTERPRISE OR OTHERWISE.
7. Buyer agrees that Motorola will not be required to make available any
documentation, reports, drawings, or instruction manuals of the Property.
8. The purchase price set forth in Paragraph 3 herein is exclusive of, and
buyer shall be responsible for, all taxes, levies, assessments, and the like
arising out of, or in any way connected with, this Agreement or the sale,
dismantling, loading, transportation, removal, possession, or use of the
Property.
<PAGE> 3
9. Subject to Paragraph 10, risk of loss, damage or destruction of the
Property or any part thereof from any cause shall be upon Motorola until the
Closing Date. In the event the Property or any material part thereof is lost,
damaged or destroyed when the risk of loss is upon Motorola. Buyer shall have
the right to terminate this Agreement by written notice to Motorola and upon
such termination, there shall be no further liability on the part of either
party under this Agreement. However, if only a portion (ie. less than fifty
percent (50%) of the total value of the property) of the property is lost,
damaged or destroyed as aforesaid, Buyer will be obligated to consummate the
purchase of the remaining property and the value of the Property that is lost,
damaged or destroyed shall be deducted from the purchase price.
Notwithstanding the foregoing, if the Property is damaged or destroyed as a
direct result of the negligence of Buyer, Buyer shall, at Motorola's option,
repair or replace the damaged or destroyed Property.
10. If the property shall, at Motorola's discretion, be loaded and held for
payment, risk of loss shall pass to Buyer upon such loading or the Closing
Date, whichever occurs earlier, and other costs that may accrue in respect to
such loading will be for Buyer's account.
11. (a) Buyer acknowledges that Motorola Does not warrant that any of
the current users of any CR reflected in any User Summary or otherwise will
continue to use, now or in the future, any CR Property being purchased by
Buyer. Likewise, Motorola makes no representation that any CR communication
service user agreement between Motorola and any CR user will assigned to Buyer
or continued in force for any time period whatsoever.
(b) Buyer also acknowledges that Motorola has not made any
representation of any kind regarding Buyer's potential costs of CR operation or
use or future availability of antenna sites that may relate in anyway to
Buyer's use of any CR. In that regard, Buyer understands that this Agreement
does not now and will not at anytime in the future, create in Buyer any right,
title or interest in or any claim whatsoever to any antenna site where any item
Property to be sold may be located.
12. (a) Motorola shall be excused for any delay in performance due to
acts of God, war, riot, insurrection, fires, floods, accidents, strikes,
differences with workers delays in transportation, shortage of fuel, labor or
material, or other circumstances or cause beyond the control of Motorola in
reasonable conduct of the business.
(b) IN NO EVENT SHALL MOTOROLA BE LIABLE FOR INCIDENTAL OR
CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.
13. There are no understandings between the parties hereto as to the subject
matter of this Agreement other than as set forth herein. All previous
communications about the subject matter of this Agreement, either oral or
written, are hereby abrogated and withdrawn, and this Agreement constitutes the
entire agreement between the parties. No terms, conditions, understandings, or
agreements purporting to modify or vary the terms of this document shall be
binding unless hereafter made in writing and signed by both parties hereto.
Buyer may not assign this Agreement or any of its interest or rights under this
Agreement without Motorola's prior written consent. Buyer acknowledges that this
Agreement does not effect in any way, any other contract for Motorola products
or services between Buyer and Motorola, if any, and it does not create any
express or implied obligations on Motorola to establish any other contractual
relationships with Buyer.
14. THIS AGREEMENT IS DEEMED BY THE PARTIES TO HAVE BEEN ENTERED INTO IN
ILLINOIS; AND THIS AGREEMENT INTERPRETATION, CONSTRUCTION AND THE RIGHTS,
DUTIES AND REMEDIES FOR ITS ENFORCEMENT OR BREACH ARE TO BE DECIDED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS. THIS AGREEMENT SHALL BE
BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR
RESPECTIVE SUCCESSORS, AND ASSIGNS, AND MAY BE EXECUTED IN TWO OR MORE
<PAGE> 4
DUPLICATE ORIGINALS, EACH OF WHICH SHALL TOGETHER CONSTITUTE ONE AND THE SAME
AGREEMENT.
15. The invalidity or unenforceability of any provision hereof shall in no
way affect the validity or enforceability of any other provisions hereof.
16. The following exhibits are attached hereto and incorporated into this
Agreement by this reference:
A. Detailed List of CR Assets; User Summary(s)
Each of the parties to this Agreement have executed this Agreement on
the execution dates shown below. The parties agree that the effective date of
this Agreement shall be the Agreement Date.
Champion Communication Services Inc. MOTOROLA, INC.
Buyer Motorola
Execution Date: 11/24/94 Execution Date: 11-27-94
-------------------- ------------------------
By: /s/ DAVID A. TERMAN By: /s/ JOE VESTAL
--------------------------------- -------------------------------------
Joe Vestal, V.P., General Manager
U.S. Domestic Network Services Division
Title: President
------------------------------
By:
---------------------------------
Corporate Secretary / Witness
(as applicable)
<PAGE> 5
EXHIBIT A- To Offer to Buy and Bill of Sale Agreement
List of Community Repeaters
Buyers Initials: LOT: RB3B
----------------------------
Motorolas Initials: /s/ [Illegible]
--------------------------
<TABLE>
<CAPTION>
APPROX APPROX. A/S BASE TX/RX
COUNTY CITY CR NAME ST P/L NO. NO. CUST. NO. UNITS RENT STATION SYSTEM FREQ.
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
FRESNO BADGER BEAR MTN 01 CA 04609C 4 21 MOTOROLA YES NO 852.0375
FRESNO BADGER BEAR MTN 02 CA 04610C 8 57 MOTOROLA YES NO 461.1500
FRESNO BADGER BEAR MTN 03 CA 04611C 5 59 MOTOROLA YES NO 852.7875
FRESNO BADGER BEAR MTN 04 CA 04612C 6 51 MOTOROLA YES NO 851.3125
FRESNO COALINGA JOAQUIN RDG 02 CA 04620C 5 17 MOTOROLA YES NO 461.3750
FRESNO COALINGA JOAQUIN RDG 05 CA 04621C 3 13 MOTOROLA YES NO 463.8500
FRESNO COALINGA JOAQUIN RDG 06 CA 04622C 3 27 MOTOROLA YES NO 453.5000
FRESNO COALINGA JOAQUIN RDG O9 CA 04624C 1 13 MOTOROLA YES NO 463.4000
FRESNO PINE RIDGE MEADOW LK 01 CA 04596C 6 40 MOTOROLA YES NO 464.7500
FRESNO PINE RIDGE MEADOW LK 02 CA 04597C 4 37 MOTOROLA YES NO 462.0500
FRESNO PINE RIDGE MEADOW LK 08 CA 04601C 5 31 MOTOROLA YES NO 461.6250
FRESNO PINE RIDGE MEADOW LK O9 CA 04602C 5 28 MOTOROLA YES No 464.0750
FRESNO PINE RIDGE MEADOW LK 11 CA 04604C 3 26 MOTOROLA YES NO 851.5125
FRESNO PINE RIDGE MEADOW LK 12 CA 04605C 6 58 MOTOROLA YES NO 464.9000
FRESNO PINE RIDGE MEADOW LK 15 CA 04608C 5 33 MOTOROLA YES NO 851.2875
TULARE VISALIA POTATO HILL 06 CA 04615C 4 21 MOTOROLA YES NO 464.7250
TULARE VISALIA POTATO HILL 07 CA 04616C 4 21 MOTOROLA YES NO 462.7250
TULARE VISALIA POTATO HILL 08 CA 04617C 1 4 MOTOROLA YES NO 851.1875
TULARE VISALIA POTATO HILL 09 CA 04618C 3 18 MOTOROLA YES NO 851.5375
TULARE VISALIA POTATO HILL 16 CA 07831C 1 5 MOTOROLA YES NO 853.0875
TOTAL NUMBER OF CR'S 20 MARKET VALUE: $170.400 MIN. $98.609
-------- -------
</TABLE>
<PAGE> 6
EXHIBIT A - To Offer to Buy and Bill of Sale Agreement
List of Community Repeaters
Buyers Initials: LOT: TO8
-----------------------------
Motorolas Initials:
-----------------------------
<TABLE>
<CAPTION>
APPROX. APPROX. A/S BASE TX/RX
COUNTY CITY CR NAME ST P/L NO. NO. CUST. NO. UNITS RENT STATION SYSTEM FREQ.
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
LA PLATA DURANGO CAVINESS 02 CO 07063C 8 45 M YES NO 461.3000
LA PLATA DURANGO CAVINESS 03 CO 07155C 6 42 M YES NO 464.8000
LA PLATA DURANGO CAVINESS 04 CO 07210C 6 35 M YES NO 461.7250
RIO ARRIBA WOLF DRAW WOLF DRAW 01 NM 07006C 7 39 M YES NO 462.0750
TOTAL NUMBER OF CR'S 4 MARKET VALUE: $52,000
- -------
</TABLE>
<PAGE> 1
OFFER TO BUY AND BILL OF SALE AGREEMENT
This Offer to Buy and Bill of Sale Agreement ("Agreement") is made and
entered into as of the Agreement Date (defined in Paragraph 1 below) by and
between Motorola, Inc. a Delaware corporation, having an office at 1301 East
Algonquin Road, Schaumburg, Illinois 60196 ("Motorola"), and Champion
Communication Services, Inc. a (corporation) - Cross Out Two, with its principal
office at Houston, Texas ("Buyer").
Motorola and Buyer agree as follows:
BACKGROUND FACTS
A. Motorola has engaged providing community repeater ("CR") communication
service to one or more users of that type of communications service in the
Western U.S. area.
B. Buyer desires to make an offer to purchase the CR assets of Motorola
that are listed in Exhibit A ("Property"). This document constitutes Buyer's
offer to purchase the property and, if accepted by Motorola in accordance with
Paragraph 1 below, this document will constitute the Offer to Buy and Bill of
Sale Agreement between Buyer and Motorola whereby Buyer will purchase the
property from Motorola.
OFFER TO PURCHASE TERMS AND CONDITIONS
1. (a) Buyer knows that Motorola may receive other offers to purchase
the Property from other potential purchasers. Buyer acknowledges that until
Motorola enters into a legally binding contract to sell the Property, Motorola
reserves the right, in its sole discretion, to reject or disregard, now or at
anytime in the future, each or any offer to purchase the property that Motorola
receives from any prospective purchaser, including Buyer.
(b) When the Schaumburg, Illinois office of the General Manager of
Motorola's U.S. Domestic Network Services Division ("General Manager") has in
hand an original of this Agreement that has been executed by Buyer, that shall
constitute an offer by Buyer to purchase the Property from Motorola. That
document shall not become a binding contract between Buyer and Motorola until
the date, if any, the General Manager accepts this Agreement by sending to Buyer
from the General Manager's Office a fully executed copy of the Agreement that
has been signed by the General Manager ("Agreement Date"). No act or omission by
Motorola which occurs prior to the Agreement Date can be characterized by anyone
to either constitute acceptance of this Agreement by Motorola or otherwise
create a claim in anyone related in any way to the subject matter of this
Agreement.
2. (a) For and in consideration of Buyer's payment of the amount set
forth in paragraph 3 below, Motorola agrees to sell to buyer the Property listed
on Exhibit A. The Closing Date for the purchase and sale of the Property shall
be December 1, 1994 ("Closing Date").
<PAGE> 2
(b) On the Closing Date, Motorola will deliver to Buyer title to the
Property free and clear of all financial liens and encumbrances, charges or
title retention, or other security arrangements.
3. As full payment for the property buyer shall pay Motorola an amount
equal to the sum of twenty two thousand four hundred ($22,400) Dollars
("Purchase Price"). On the Closing Date, Buyer shall pay Motorola the Purchase
Price in cash by certified check. That payment shall be a condition precedent
to Motorola's obligation to sell the Property to Buyer on the Closing Date.
4. All property is sold F.O.B. its current physical location (e.g. antenna
site) as of the Closing Date. Buyer is responsible for all costs and
arrangements associated with transferring the Property to Buyer, including, if
applicable, dismantling the Property (including labor and material), and
loading, transporting, and removing it from the F.O.B. point. Buyer assumes
sole responsibility for safety in securing the load(s), and for clearing up any
debris generated by Buyer's actions in loading or removing the property from
F.O.B. point.
5. Buyer shall comply with all federal, state, local, and OSHA regulations.
While at any Motorola site, Buyer shall comply with all Motorola's rules which
may be imposed from time to time.
6. (a) WITH THE EXCEPTION OF THE WARRANTY OF TITLE STATED IN PARAGRAPH 2B
ABOVE, MOTOROLA SELLS ALL OF THE PROPERTY "AS IS - WHERE IS", AND MAKES NO
GUARANTY, WARRANTY, OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO CHARACTER,
QUALITY, CONDITION, WEIGHT, SIZE, OR DESCRIPTION OF ANY PROPERTY, ITS
MERCHANTABILITY, ITS FITNESS FOR ANY USE OR PURPOSE, OR OTHERWISE.
(b) BUYER AGREES THAT FULL OPPORTUNITY WAS GIVEN TO MAKE INSPECTION OF
THE PROPERTY AT BUYER'S SOLE EXPENSE. FAILURE TO INSPECT WILL NOT CONSTITUTE
GROUNDS FOR ANY CLAIMS AGAINST MOTOROLA OR ITS ASSIGNS. BUYER ACKNOWLEDGES THAT
A USER SUMMARY MAY CONTAIN ERRORS AND OMISSIONS.
(c) MOTOROLA MAKES NO REPRESENTATION OR WARRANTY ABOUT THE PAST
PROFITABILITY OR LOSSES OR REVENUE OR EXPENSES IN THE BUSINESS OPERATION WHICH
USED THE PROPERTY, AND MOTOROLA ALSO MAKES NO REPRESENTATION OR WARRANTY ABOUT
THE POSSIBLE CONTRIBUTION (OR LACK OF IT) ANY OR ALL OF THE PROPERTY
(INCLUDING, WITHOUT LIMITATION, EACH USER SUMMARY OR ANY INFORMATION MOTOROLA
PROVIDES WHICH RELATES IN ANY WAY TO A USER SUMMARY) MIGHT MAKE TO BUYER'S
REVENUE, EXPENSES, PROFITABILITY OR LOSSES SHOULD BUYER USE THE PROPERTY IN A
SIMILAR BUSINESS ENTERPRISE OR OTHERWISE.
7. Buyer agrees that Motorola will not be required to make available any
documentation, reports, drawings, or instruction manuals of the Property.
8. The purchase price set forth in Paragraph 3 herein is exclusive of, and
buyer shall be responsible for, all taxes, levies, assessments, and the like
arising out of, or in any way connected with, this Agreement or the sale,
dismantling, loading, transportation, removal, possession, or use of the
Property.
<PAGE> 3
9. Subject to Paragraph 10, risk of loss, damage or destruction of the
Property or any part thereof from any cause shall be upon Motorola until the
Closing Date. In the event the Property or any material part thereof is lost,
damaged or destroyed when the risk of loss is upon Motorola, Buyer shall have
the right to terminate this Agreement by written notice to Motorola and upon
such termination, there shall be no further liability on the part of either
party under this Agreement. However, if only a portion (i.e. less than fifty
percent (50%) of the total value of the property) of the property is lost,
damaged or destroyed as aforesaid, Buyer will be obligated to consummate the
purchase of the remaining property and the value of the Property that is lost,
damaged or destroyed shall be deducted from the purchase price.
Notwithstanding the foregoing, if the Property is damaged or destroyed as a
direct result of the negligence of Buyer, Buyer shall, at Motorola's option,
repair or replace the damaged or destroyed Property.
10. If the property shall, at Motorola's discretion, be loaded and held for
payment, risk of loss shall pass to Buyer upon such loading or the Closing
Date, whichever occurs earlier, and other costs that may accrue in respect to
such loading will be for Buyer's account.
11. (a) Buyer acknowledges that Motorola Does not warrant that any of
the current users of any CR reflected in any User Summary or otherwise will
continue to use, now or in the future, any CR Property being purchased by
Buyer. Likewise, Motorola makes no representation that any CR communication
service user agreement between Motorola and any CR user will assigned to Buyer
or continued in force for any time period whatsoever.
(b) Buyer also acknowledges that Motorola has not made any
representation of any kind regarding Buyer's potential costs of CR operation or
use or future availability of antenna sites that may relate in anyway to Buyer's
use of any CR. In that regard, Buyer understands that this Agreement does not
now and will not at anytime in the future, create in Buyer any right, title or
interest in or any claim whatsoever to any antenna site where any item Property
to be sold may be located.
12. (a) Motorola shall be excused for any delay in performance due to
acts of God, war, riot, insurrection, fires, floods, accidents, strikes,
differences with workers delays in transportation, shortage of fuel, labor or
material, or other circumstances or cause beyond the control of Motorola in
reasonable conduct of the business.
(b) IN NO EVENT SHALL MOTOROLA BE LIABLE FOR INCIDENTAL OR
CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.
13. There are no understandings between the parties hereto as to the subject
matter of this Agreement other than as set forth herein. All previous
communications about the subject matter of this Agreement, either oral or
written, are hereby abrogated and withdrawn, and this Agreement constitutes the
entire agreement between the parties. No terms, conditions, understandings, or
agreements purporting to modify or vary the terms of this document shall be
binding unless hereafter made in writing and signed by both parties hereto.
Buyer may not assign this Agreement or any of its interest or rights under this
Agreement without Motorola's prior written consent. Buyer acknowledges that
this Agreement does not effect in any way, any other contract for Motorola
products or services between Buyer and Motorola, if any, and it does not create
any express or implied obligations on Motorola to establish any other
contractual relationships with Buyer.
14. THIS AGREEMENT IS DEEMED BY THE PARTIES TO HAVE BEEN ENTERED INTO IN
ILLINOIS; AND THIS AGREEMENT INTERPRETATION, CONSTRUCTION AND THE RIGHTS,
DUTIES AND REMEDIES FOR ITS ENFORCEMENT OR BREACH ARE TO BE DECIDED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS. THIS AGREEMENT SHALL BE
BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR
RESPECTIVE SUCCESSORS, AND ASSIGNS, AND MAY BE EXECUTED IN TWO OR MORE
<PAGE> 4
DUPLICATE ORIGINALS, EACH OF WHICH SHALL TOGETHER CONSTITUTE ONE AND THE SAME
AGREEMENT.
15. The invalidity or unenforceability of any provision hereof shall in no
way affect the validity or enforceability of any other provisions hereof.
16. The following exhibits are attached hereto and incorporated into this
Agreement by this reference:
A. Detailed List of CR Assets; User Summary(s)
Each of the parties to this Agreement have executed this Agreement on
the execution dates shown below. The parties agree that the effective date of
this Agreement shall be the Agreement Date.
Champion Communication Services Inc. MOTOROLA, INC.
Buyer Motorola
Execution Date: 11/24/94 Execution Date: 11-29-94
------------------ ---------------------
By: /s/ DAVID A. TERMAN By: /s/ JOE VESTAL
------------------------------- ----------------------------------
Joe Vestal, V.P., General Manager
U.S. Domestic Network Services
Division
Title: President
----------------------------
By:
-------------------------------
Corporate Secretary / Witness
(as applicable)
<PAGE> 5
EXHIBIT A - To Offer to Buy and Bill of Sale Agreement
List of Community Repeaters
Buyers Initials: LOT: RB14
------------------------
Motorola's Initials: /s/ [ILLEGIBLE]
--------------------
<TABLE>
<CAPTION>
APPROX. APPROX. A/S BASE TX/RX
COUNTY CITY CR NAME ST P/L. NO. NO. CUST. NO. UNITS RENT STATION SYSTEM FREQ.
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
EL DORADO EL DORADO 02 CA 04563C 2 13 D YES YES 851.5875
TOTAL NUMBER OF CR'S 1 MARKET VALUE:
---
</TABLE>
<PAGE> 6
1
EXHIBIT A - To Offer to Buy and Bill of Sale Agreement
List of Community Repeaters
Buyers Initials: LOT: RB22
------------------------
Motorolas Initials: /s/ [ILLEGIBLE]
---------------------
<TABLE>
<CAPTION>
APPROX. APPROX. A/S BASE TX/RX
COUNTY CITY CR NAME ST P/L NO. NO. CUST. NO. UNITS RENT STATION SYSTEM FREQ.
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SACRAMENTO SACRAMENTO PARK PLACE 01 CA 08013C 3 38 M YES NO 851.5625
SACRAMENTO SACRAMENTO PARK PLACE 02 CA 08014C 8 51 M YES NO 461.6750
SACRAMENTO SACRAMENTO PARK PLACE 05 CA 08017C 4 41 M YES NO 854.1625
TOTAL NUMBER OF CR'S 3 MARKET VALUE:
---
</TABLE>
<PAGE> 7
EXHIBIT A - To Offer to Buy and Bill of Sale Agreement
List of Community Repeaters
Buyers Initials:
----------------------
LOT: RB23
Motorola's Initials: /s/ [ILLEGIBLE]
------------------
<TABLE>
<CAPTION>
APPROX. APPROX. A/S BASE TX/RX
COUNTY CITY CR NAME ST P/L NO. NO. CUST. NO. UNITS RENT STATION SYSTEM FREQ.
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SACRAMENTO SACRAMENTO PINE HILL O1 CA 04564C 6 38 M YES NO 461.0500
SACRAMENTO SACRAMENTO PINE HILL 02 CA 08052C 3 31 M YES NO 463.2500
TOTAL NUMBER OF CR'S 2 MARKET VALUE:
---
</TABLE>
<PAGE> 8
EXHIBIT A - To Offer to Buy and Bill of Sale Agreement
List of Community Repeaters
Buyers Initials:
--------------------
LOT RB34
Motorola's Initials: /s/ [ILLEGIBLE]
----------------
<TABLE>
<CAPTION>
APPROX. APPROX. AS BASE TX/RX
COUNTY CITY CR NAME ST P/L NO. NO. CUST. NO. UNITS RENT STATION SYSTEM FREQ.
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SOLANO VACAVILLE VACA CENTRAL 07 NO. 2 CA 04568C 4 37 M YES NO 463.6750
SOLANO VACAVILLE VACA CENTRAL 08 NO. 2 CA 04569C 2 20 M YES NO 489.8375
SOLANO VACAVILLE VACA CENTRAL 09 CA 04570C 1 5 M YES NO 463.8250
SOLANO VACAVILLE VACA CENTRAL 12 NO. 1 CA 04573C 3 15 M YES NO 490.2125
SOLANO VACAVILLE VACA SOUTH 04 CA 04707C 4 27 M YES NO 462.0250
SOLANO VACAVILLE VACA SOUTH 15 CA 04709C 4 31 M YES NO 484.9125
SOLANO VACAVILLE VACA SOUTH 17 CA 04711C 6 44 M YES NO 851.7125
SOLANO VACAVILLE VACA SOUTH 19 CA 04713C 6 48 M YES NO 489.4125
SOLANO VACAVILLE VACA SOUTH 21 CA 04715C 4 29 M YES NO 852.3125
TOTAL NUMBER OF CR'S 9 MARKET VALUE:
---
</TABLE>
<PAGE> 9
EXHIBIT A - To Offer to Buy and Bill of Sale Agreement
List of Community Repealers
Buyers Initials: LOT: RB2
----------------------
Motorola's Initials: /s/ [ILLEGIBLE]
------------------
<TABLE>
<CAPTION>
APPROX. APPROX. A/S BASE TX/RX
COUNTY CITY CR NAME ST P/L NO. NO. CUST. NO. UNITS RENT STATION SYSTEM FREQ.
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
VADA BANNER MTN 01 CA 04543C 4 16 MOTOROLA YES NO 462.6750
TOTAL NUMBER OF CR'S 1 MARKET VALUE: MIN.
-
</TABLE>
<PAGE> 1
OFFER TO BUY AND BILL OF SALE AGREEMENT
This Offer to Buy and Bill of Sale Agreement ("Agreement") is made and
entered into as of the Agreement Date (defined in Paragraph 1 below) by and
between Motorola, Inc. a Delaware corporation, having an office at 1301 East
Algonquin Road, Schaumburg, Illinois 60196 ("Motorola"), and Champion
Communications Service, Inc., a (corporation) - Cross Out Two, with its
principal office at Houston, Texas ("Buyer").
Motorola and Buyer agree as follows:
BACKGROUND FACTS
A. Motorola has engaged providing community repeater ("CR") communication
service to one or more users of that type of communications service in the
Western U.S. area.
B. Buyer desires to make an offer to purchase the CR assets of Motorola
that are listed in Exhibit A ("Property"). This document constitutes Buyer's
offer to purchase the property and, if accepted by Motorola in accordance with
Paragraph 1 below, this document will constitute the Offer to Buy and Bill of
Sale Agreement between Buyer and Motorola whereby Buyer will purchase the
property from Motorola.
OFFER TO PURCHASE TERMS AND CONDITIONS
1. (a) Buyer knows that Motorola may receive other offers to purchase
the Property from other potential purchasers. Buyer acknowledges that until
Motorola enters into a legally binding contract to sell the Property, Motorola
reserves the right, in its sole discretion, to reject or disregard, now or at
anytime in the future, each or any offer to purchase the property that Motorola
receives from any prospective purchaser, including Buyer.
(b) When the Schaumburg, Illinois office of the General Manager of
Motorola's U.S. Domestic Network Services Division ("General Manager") has in
hand an original of this Agreement that has been executed by Buyer, that shall
constitute an offer by Buyer to purchase the Property from Motorola. That
document shall not become a binding contract between Buyer and Motorola until
the date, if any, the General Manager accepts this Agreement by sending to Buyer
from the General Manager's Office a fully executed copy of the Agreement that
has been signed by the General Manager ("Agreement Date"). No act or omission by
Motorola which occurs prior to the Agreement Date can be characterized by anyone
to either constitute acceptance of this Agreement by Motorola or otherwise
create a claim in anyone related in any way to the subject matter of this
Agreement.
2. (a) For and in consideration of Buyer's payment of the amount set
forth in paragraph 3 below, Motorola agrees to sell to buyer the Property listed
on Exhibit A. The Closing Date for the purchase and sale of the Property shall
be December 1, 1994 ("Closing Date").
<PAGE> 2
(b) On the Closing Date, Motorola will deliver to Buyer title to the
Property free and clear of all financial liens and encumbrances, charges or
title retention, or other security arrangements.
3. As full payment for the property, buyer shall pay Motorola an amount
equal to the sum of two hundred fifty thousand ($250,000.00) Dollars ("Purchase
Price").
4. All property is sold F.O.B. its current physical location (e.g. antenna
site) as of the Closing Date. Buyer is responsible for all costs and
arrangements associated with transferring the Property to Buyer, including, if
applicable, dismantling the Property (including labor and material), and
loading, transporting, and removing it from the F.O.B. point. Buyer assumes sole
responsibility for safety in securing the load(s), and for clearing up any
debris generated by Buyer's actions in loading or removing the property, from
F.O.B. point.
5. Buyer shall comply with all federal, state, local, and OSHA regulations.
While at any Motorola site, Buyer shall comply with all Motorola's rules which
may be imposed from time to time.
6. (a) WITH THE EXCEPTION OF THE WARRANTY OF TITLE STATED IN PARAGRAPH
2B ABOVE, MOTOROLA SELLS ALL OF THE PROPERTY "AS IS - WHERE IS", AND MAKES NO
GUARANTY, WARRANTY, OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO CHARACTER,
QUALITY, CONDITION, WEIGHT, SIZE, OR DESCRIPTION OF ANY PROPERTY, ITS
MERCHANTABILITY, ITS FITNESS FOR ANY USE OR PURPOSE, OR OTHERWISE.
(b) BUYER AGREES THAT FULL OPPORTUNITY WAS GIVEN TO MAKE INSPECTION
OF THE PROPERTY AT BUYER'S SOLE EXPENSE. FAILURE TO INSPECT WILL NOT CONSTITUTE
GROUNDS FOR ANY CLAIMS AGAINST MOTOROLA OR ITS ASSIGNS. BUYER ACKNOWLEDGES THAT
A USER SUMMARY MAY CONTAIN ERRORS AND OMISSIONS.
(c) MOTOROLA MAKES NO REPRESENTATION OR WARRANTY ABOUT THE PAST
PROFITABILITY OR LOSSES OR REVENUE OR EXPENSES IN THE BUSINESS OPERATION WHICH
USED THE PROPERTY, AND MOTOROLA ALSO MAKES NO REPRESENTATION OR WARRANTY ABOUT
THE POSSIBLE CONTRIBUTION (OR LACK OF IT) ANY OR ALL OF THE PROPERTY (INCLUDING,
WITHOUT LIMITATION, EACH USER SUMMARY OR ANY INFORMATION MOTOROLA PROVIDES WHICH
RELATES IN ANY WAY TO A USER SUMMARY) MIGHT MAKE TO BUYER'S REVENUE, EXPENSES,
PROFITABILITY OR LOSSES SHOULD BUYER USE THE PROPERTY IN A SIMILAR BUSINESS
ENTERPRISE OR OTHERWISE.
7. Buyer agrees that Motorola will not be required to make available any
documentation, reports, drawings, or instruction manuals of the Property.
8. The purchase price set forth in Paragraph 3 herein is exclusive of, and
buyer shall be responsible for, all taxes, levies, assessments, and the like
arising out of, or in any way connected with, this Agreement or the sale,
dismantling, loading, transportation, removal, possession, or use of the
Property.
<PAGE> 3
9. Subject to Paragraph 10, risk of loss, damage or destruction of the
Property or any part thereof from any cause shall be upon Motorola until the
Closing Date. In the event the Property or any material part thereof is lost,
damaged or destroyed when the risk of loss is upon Motorola, Buyer shall have
the right to terminate this Agreement by written notice to Motorola and upon
such termination, there shall be no further liability on the part of either
party under this Agreement. However, if only a portion (i.e. less than fifty
percent (50%) of the total value of the property) of the property. is lost,
damaged or destroyed as aforesaid, Buyer will be obligated to consummate the
purchase of the remaining property and the value of the Property that is lost,
damaged or destroyed shall be deducted from the purchase price. Notwithstanding
the foregoing, if the Property is damaged or destroyed as a direct result of
the negligence of Buyer, Buyer shall, at Motorola's option, repair or replace
the damaged or destroyed Property.
10. If the property shall, at Motorola's discretion, be loaded and held for
payment risk of loss shall pass to Buyer upon such loading or the Closing Date,
whichever occurs earlier, and other costs that may accrue in respect to such
loading will be for Buyer's account.
11. (a) Buyer acknowledges that Motorola Does not warrant that any of
the current users of any CR reflected in any User Summary or otherwise will
continue to use, now or in the future, any CR Property being purchased by
Buyer. Likewise, Motorola makes no representation that any CR communication
service user agreement between Motorola and any CR user will assigned to Buyer
or continued in force for any time period whatsoever.
(b) Buyer also acknowledges that Motorola has not made any
representation of any kind regarding Buyer's potential costs of CR operation or
use or future availability of antenna sites that may relate in anyway to Buyer's
use of any CR. In that regard, Buyer understands that this Agreement does not
now and will not at anytime in the future, create in Buyer any right, title or
interest in or any claim whatsoever to any antenna site where any item Property
to be sold may be located.
12. (a) Motorola shall be excused for any delay in performance due to
acts of God, war, riot, insurrection, fires, floods, accidents, strikes,
differences with workers delays in transportation, shortage of fuel labor or
material, or other circumstances or cause beyond the control of Motorola in
reasonable conduct of the business.
(b) IN NO EVENT SHALL MOTOROLA BE LIABLE FOR INCIDENTAL OR
CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.
13. There are no understandings between the parties hereto as to the subject
matter of this Agreement other than as set forth herein. All previous
communications about the subject matter of this Agreement, either oral or
written, are hereby abrogated and withdrawn, and this Agreement constitutes the
entire agreement between the parties. No terms, conditions, understandings, or
agreements purporting to modify or vary the terms of this document shall be
binding unless hereafter made in writing and signed by both parties hereto.
Buyer may not assign this Agreement or any of its interest or rights under this
Agreement without Motorola's prior written consent. Buyer acknowledges that
this Agreement does not effect in any way, any other contract for Motorola
products or services between Buyer and Motorola, if any, and it does not create
any express or implied obligations on Motorola to establish any other
contractual relationships with Buyer.
14. THIS AGREEMENT IS DEEMED BY THE PARTIES TO HAVE BEEN ENTERED INTO IN
ILLINOIS; AND THIS AGREEMENT INTERPRETATION, CONSTRUCTION AND THE RIGHTS, DUTIES
AND REMEDIES FOR ITS ENFORCEMENT OR BREACH ARE TO BE DECIDED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF ILLINOIS. THIS AGREEMENT SHALL BE BINDING UPON AND
INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS, AND
ASSIGNS, AND MAY BE EXECUTED IN TWO OR MORE
<PAGE> 4
DUPLICATE ORIGINALS, EACH OF WHICH SHALL TOGETHER CONSTITUTE ONE AND THE SAME
AGREEMENT.
15. The invalidity or unenforceability of any provision hereof shall in no
way affect the validity or enforceability of any other provisions hereof.
16. The following exhibits are attached hereto and incorporated into this
Agreement by this reference:
A. Detailed List of CR Assets: User Summary (s)
Each of the parties to this Agreement have executed this Agreement on
the execution dates shown below. The parties agree that the effective date of
this Agreement shall be the Agreement Date.
Champion Communications MOTOROLA, INC.
Buyer Motorola
Execution Date: 10/13/94 Execution Date: 12-8-94
By: /s/ DAVID A. TERMAN By: /s/ JOE VESTAL
Joe Vestal, V.P., General Manager
U.S. Domestic Network Services Division
Title: President
By:
--------------------------
Corporate Secretary / Witness
(as applicable)
<PAGE> 5
EXHIBIT A- To Offer to Buy and Bill of Sale Agreement
List of Community Repeaters
Buyers Initials: LOT: TO1
Motorolas Initials:
<TABLE>
<CAPTION>
APPROX. APPROX. A/S BASE TX/RX
COUNTY CITY CR NAME ST PIL# # CUST. # UNITS RENT STATION SYSTEM FREQ.
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
COCONINO WILLIAMS BILL WMS 01 AZ 04368C 2 7 D YES YES 464.2000
MARICOPA PHOENIX FOUNTAIN HILLS 02 AZ 04405C 3 12 M YES NO 852.1875
MARICOPA PHOENIX JENSEN HILL 01 AZ 04113C 5 27 D YES YES 461.2750
MARICOPA PHOENIX JENSEN HILL 03 AZ 04115C 3 15 D YES YES 461.7250
MARICOPA PHOENIX JENSEN HILL 06 AZ 04117C 2 11 D YES YES 461.4500
APACHE APACHE MCKAY'S PEAK 01 AZ 04256C 4 18 D YES YES 464.2000
MARICOPA MARICOPA SACATON 01 AZ 04316C 2 17 M YES NO 461.7750
MARICOPA MARICOPA SACATON 02 AZ 04317C 3 16 M YES NO 463.3500
MARICOPA MARICOPA SACATON 03 AZ 04318C 4 17 M YES NO 462.6500
MARICOPA PHOENIX SHAW BUTTE 01 AZ 04312C 10 50 M YES NO 461.2250
MARICOPA PHOENIX SHAW BUTTE 02 AZ 07837C 7 26 M YES NO 463.5250
MARICOPA PHOENIX SMITH PEAK 01 AZ 04360C 4 11 D YES YES 461.6250
MARICOPA PHOENIX SOUTH MTN (KW) 02 AZ 04338C M YES NO 461.0750
MARICOPA PHOENIX SOUTH MTN (KW) 03 AZ 04339C 6 33 M YES NO 461.4000
MARICOPA PHOENIX SOUTH MTN (MO) 02 AZ 04213C 6 53 M YES NO 464.2000
MARICOPA PHOENIX SOUTH MTN (MO) 04 AZ 04215C 5 49 M YES NO 463.8750
MARICOPA PHOENIX SOUTH MTN (MO) 05 AZ 04216C 4 15 M YES NO 464.0000
MARICOPA PHOENIX SOUTH MTN (MO) 08 AZ 04219C 5 39 M YES NO 464.9500
MARICOPA PHOENIX SOUTH MTN (MO) 11 AZ 04222C 6 26 M YES NO 464.1750
MARICOPA PHOENIX SOUTH MTN (MO) 13 AZ 04224C 3 24 M YES NO 854.8375
MARICOPA PHOENIX SOUTH MTN (MO) 15 AZ 04226C 8 38 M YES NO 464.4000
MARICOPA PHOENIX SOUTH MTN (MO) 16 AZ 04227C 7 65 M YES NO 464.7000
MARICOPA PHOENIX SOUTH MTN (MO) 19 AZ 04230C 9 48 M YES NO 461.2500
MARICOPA PHOENIX SOUTH MTN (MO) 20 AZ 04231C 4 21 M YES NO 461.1500
MARICOPA PHOENIX SOUTH MTN (MO) 22 AZ 04233C 5 21 M YES NO 464.2500
MARICOPA PHOENIX SOUTH MTN (MO) 23 AZ 04234C 6 27 M YES NO 461.1250
MARICOPA PHOENIX VALLEY NAT'L BK 01 AZ 04259C 3 13 M YES NO 463.2500
</TABLE>
<PAGE> 6
EXHIBIT A- To Offer to Buy and Bill of Sale Agreement
List of Community Repeaters
Buyers Initials: LOT: TO1
Motorolas Initials:
<TABLE>
<CAPTION>
APPROX. APPROX. AS BASE TX/RX
COUNTY CITY CR NAME ST P/L# # CUST. # UNITS RENT STATION SYSTEM FREQ.
<S> <C> <C> <C> <C> <C> <C> <C> <C>
MARICOPA PHOENIX VALLEY NAT'L BK 02 AZ 04260C 4 19 M YES NO 461.5000
MARICOPA PHOENIX VALLEY NAT'L BK 03 AZ 04261C 2 6 M YES NO 463.7000
MARICOPA PHOENIX VALLEY NAT'L BK 04 AZ 04262C 3 36 M YES NO 463.8000
MARICOPA PHOENIX VALLEY NAT'L BK 05 AZ 04263C 2 12 M YES NO 464.6500
MARICOPA PHOENIX VALLEY NAT'L BK 07 AZ 04265C 2 11 M YES NO 462.0500
MARICOPA PHOENIX VALLEY NAT'L BK 08 AZ 04266C 2 9 M YES NO 463.2250
MARICOPA PHOENIX VALLEY NAT'L BK 10 AZ 04268C 2 19 M YES NO 464.8500
MARICOPA PHOENIX VALLEY NAT'L BK 11 AZ 04269C 2 14 M YES NO 463.6500
MARICOPA PHOENIX VALLEY NAT'L BK 12 AZ 04270C 4 14 M YES NO 462.0000
MARICOPA PHOENIX VALLEY NAT'L BK 16 AZ 04276C 3 43 M YES NO 852.0625
MARICOPA PHOENIX WHITE TANKS 03 AZ 04075C 7 31 M YES NO 463.5000
MARICOPA PHOENIX WHITE TANKS 04 AZ 04076C 4 24 M YES NO 463.9000
MARICOPA PHOENIX WHITE TANKS 05 AZ 04077C 4 19 M YES NO 451.9250
MARICOPA PHOENIX WHITE TANKS 06 AZ 04078C 4 20 M YES NO 463.3250
MARICOPA PHOENIX WHITE TANKS 07 AZ 04079C 1 4 M YES NO 461.0500
MARICOPA PHOENIX WHITE TANKS 08 AZ 04080C 3 20 M YES NO 461.1000
MARICOPA PHOENIX WHITE TANKS 09 AZ 04081C 1 19 M YES NO 461.4750
MARICOPA PHOENIX WHITE TANKS 10 AZ 04082C 1 12 M YES NO 463.3750
MARICOPA PHOENIX WHITE TANKS 11 AZ 04083C 3 11 M YES NO 464.3500
MARICOPA PHOENIX WHITE TANKS 12 AZ 04084C 2 19 M YES NO 462.1750
MARICOPA PHOENIX WHITE TANKS 13 AZ 04085C 2 17 M YES NO 463.4000
MARICOPA PHOENIX WHITE TANKS 14 AZ 04086C 2 23 M YES NO 464.2250
MARICOPA PHOENIX WHITE TANKS 19 AZ 04090C 2 23 M YES NO 851.1625
MARICOPA PHOENIX WHITE TANKS 25 AZ 04096C 6 23 M YES NO 451.8750
MARICOPA PHOENIX WHITE TANKS 28 AZ 04099C 3 17 M YES NO 461.2000
TOTAL NUMBER OF CR'S 52 MARKET VALUE: $232,996
-- --------
</TABLE>
<PAGE> 7
EXHIBIT A - To Offer to Buy and Bill of Sale Agreement
List of Community Repeaters
Buyers Initials: LOT: TO4
------------------------------
Motorola's Initials:
--------------------------
<TABLE>
<CAPTION>
APPROX. APPROX. A/S BASE TX/RX
COUNTY CITY CR NAME ST P/L# # CUST. # UNITS RENT STATION SYSTEM FREQ.
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
COCONINO FLAGSTAFF ELDEN 01 AZ 04369C 7 31 MOTOROLA YES NO 461.0250
APACHE SPRINGVILLE GREENS PEAK 01 AZ 04246C 2 14 MOTOROLA YES NO 463.3250
APACHE SPRINGVILLE GREENS PEAK 02 AZ 04247C 5 31 MOTOROLA YES NO 461.6250
APACHE SPRINGVILLE GREENS PEAK 03 AZ 04248C 5 33 MOTOROLA YES NO 461.0500
APACHE SPRINGVILLE GREENS PEAK 04 AZ 04249C 4 20 MOTOROLA YES NO 464.4500
APACHE SPRINGVILLE GREENS PEAK 07 AZ 04252C 1 5 MOTOROLA YES NO 854.7625
NAVAJO SHOWLOW PORTER MTN 02 AZ 04029C 1 4 MOTOROLA YES NO 463.2500
TOTAL NUMBER OF CR'S 7 MARKET VALUE: $22,700 MIN. $12,584
- ------- -------
</TABLE>
<PAGE> 8
EXHIBIT A - OFFER REVIEW
List of Community Repeaters LOT: TO6
<TABLE>
<CAPTION>
APPROX APPROX. UNIT SITE SITE
CR NAME ST P/L# # CUST. # UNITS REV REV MGMT. RENT
<S> <C> <C> <C> <C> <C> <C> <C> <C>
AKRON 01 CO 06702C 4 11 8.75 96.25 MOTOROLA 85
AKRON 02 CO 07047C 3 12 9.00 108.00 MOTOROLA 85
AQUA RAMONE CO 06709C 5 28 7.50 210.00 DIRECT 94
BURLINGTON 01 CO 06745C 10 44 9.25 407.00 MOTOROLA 85
FIRSTVIEW 01 CO 06801C 3 12 10.00 120.00 MOTOROLA 100
FRICK 01 CO 06805C 3 11 8.25 90.75 DIRECT 75
JULESBURG 01 CO 06840C 6 20 10.00 200.00 MOTOROLA 90
LIMON 01 CO 00150C 3 16 8.50 136.00 MOTOROLA 45
STERLING 01 CO 06968C 6 27 8.50 229.50 MOTOROLA 110
STERLING 02 CO 07133C 7 37 9.25 342.25 MOTOROLA 110
STERLING 03 CO 07200C 2 14 8.25 115.50 MOTOROLA 110
WIGGINS 01 CO 06999C 8 30 9.25 277.50 MOTOROLA 55
WILEY 01 CO 07000C 6 31 8.25 255.75 MOTOROLA 75
WRAY 01 CO 07011C 4 31 8.75 271.25 MOTOROLA 110
WRAY 02 CO 07146C 3 14 8.00 112.00 MOTOROLA 110
MARKET VALUE: $77,000 # of CR'S 15 73 338 $2,972/ 198 $1,339/89
------- --
</TABLE>
<PAGE> 9
EXHIBIT A- To Offer to Buy and Bill of Sale Agreement
List of Community Repeaters
Buyers Initials:____________________________ LOT: TO9
Motorolas Initials: ________________________
<TABLE>
<CAPTION>
APPROX. APPROX. A/S BASE TX/RX
COUNTY CITY CR NAME ST P/L# # CUST. # UNITS RENT STATION SYSTEM FREQ.
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PUEBLO PUEBLO DEER PEAK 01 CO 06776C 7 32 MOTOROLA YES NO 461.0500
PUEBLO PUEBLO DEER PEAK 02 CO 07070C 5 32 MOTOROLA YES NO 464.8000
PUEBLO PUEBLO DEER PEAK 03 CO 07162C 10 34 MOTOROLA YES NO 461.9000
PUEBLO PUEBLO DEER PEAK 04 CO 07213C 10 44 MOTOROLA YES NO 462.0500
PUEBLO PUEBLO DEER PEAK 06 CO 07261C 8 24 MOTOROLA YES NO 461.4000
TOTAL NUMBER OF CR'S 5 MARKET VALUE: $54,000 MIN. $30,075
- ------- -------
</TABLE>
<PAGE> 10
EXHIBIT A - OFFER REVIEW
List of Community Repeaters LOT: TO10
<TABLE>
<CAPTION>
APPROX APPROX. UNIT SITE SITE
CR NAME ST P/L# # CUST. # UNITS REV REV MGMT. RENT
<S> <C> <C> <C> <C> <C> <C> <C> <C>
GRAND JUNCTION 01 CO 06816C 8 38 8.50 323.00 DIRECT 94
GRAND JUNCTION 02 CO 07081C 6 32 8.50 272.00 DIRECT 94
GRAND JUNCTION 03 CO 07167C 6 32 8.50 272.00 DIRECT 94
RASPBERRY RIDGE 01 CO 06936C 7 67 8.25 552.75 DIRECT 150
MARKET VALUE: $32,200 # of CR'S 4 27 169 $1,420/ 355 $432/108
------- -
</TABLE>
<PAGE> 11
EXHIBIT A - To Offer to Buy and Bill of Sale Agreement
List of Community Repeaters
Buyers Initials: ___________________________ LOT: TO11
Motorolas Initials: ________________________
<TABLE>
<CAPTION>
APPROX. APPROX. A/S BASE TX/RX
COUNTY CITY CR NAME ST P/L# # CUST. # UNITS RENT STATION SYSTEM FREQ.
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
SIERRA CABALLO CABALLO 01 NM 06746C 4 15 M YES NO 464.7000
SIERRA CABALLO CABALLO 02 NM 07062C 3 23 M YES NO 461.0750
MCKINLEY GALLUP GIBSON PEAK 01 NM 06808C 8 35 D YES YES 461.9000
CIBOLA GRANTS LA MOSCA 01 NM 06853C 4 42 M YES NO 463.3750
CIBOLA GRANTS LA MOSCA 02 NM 07095C 3 24 M YES NO 468.6000
CIBOLA GRANTS LA MOSCA 03 NM 07175C 1 5 M YES NO 469.1500
LEA MALJAMAR MALJAMAR 04 NM 07221C 2 5 M YES NO 452.3000
BENALILLO ALBUQUERQUE SANDIA CREST 01 NM 06949C 5 29 M YES NO 464.7500
BENALILLO ALBUQUERQUE SANDIA CREST 02 NM 07125C 6 40 M YES NO 462.1750
BENALILLO ALBUQUERQUE SANDIA CREST 03 NM 07195C 5 19 M YES NO 463.9000
BENALILLO ALBUQUERQUE SANDIA CREST 05 NM 07251C 6 22 M YES NO 461.9000
BENALILLO ALBUQUERQUE SANDIA CREST 06 NM 07270C 8 34 M YES NO 461.1250
BENALILLO ALBUQUERQUE SANDIA CREST 07 NM 07284C 6 27 M YES NO 463.8500
BENALILLO ALBUQUERQUE SANDIA CREST 08 NM 07295C 4 23 M YES NO 464.7250
BENALILLO ALBUQUERQUE SANDIA CREST 10 NM 07018C 5 33 M YES NO 463.9500
BENALILLO ALBUQUERQUE SANDIA CREST 12 NM 07027C 2 9 M YES NO 464.2750
BENALILLO ALBUQUERQUE SANDIA CREST 15 NM 07039C 4 25 M YES NO 463.7000
SOCORRO SOCORRO SOCORRO 01 NM 06963C 2 6 D YES YES 461.8750
RIO ARRIBA SANTA FE TESUQUE 01 NM 06981C 7 23 D YES YES 461.5750
RIO ARRIBA SANTA FE TESUQUE 02 NM 07136C 7 23 D YES YES 461.2500
RIO ARRIBA SANTA FE TESUQUE 03 NM 07201C 6 26 D YES YES 464.4000
TOTAL NUMBER OF CR'S 21 MARKET VALUE: $151,800
-- --------
</TABLE>
<PAGE> 12
EXHIBIT A - OFFER REVIEW
List of Community Repeaters LOT: TO12
<TABLE>
<CAPTION>
APPROX APPROX. UNIT SITE SITE
CR NAME ST P/L# # CUST. # UNITS REV REV MGMT. RENT
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CORNUDAS TX 06768C 4 21 9.00 189.00 DIRECT 100
TX 06901C 6 26 12.00 312.00 MOTOROLA 145
TX 07112C 3 11 12.00 132.00 MOTOROLA 145
TX 07223C 4 14 12.00 168.00 MOTOROLA 145
TX 07246C 5 26 12.00 312.00 MOTOROLA 145
TX 07268C 4 14 12.00 168.00 MOTOROLA 145
TX 07282C 6 27 12.00 324.00 MOTOROLA 145
TX 07293C 5 32 12.00 384.00 MOTOROLA 145
TX 07017C 3 19 12.00 228.00 MOTOROLA 145
TX 07022C 4 24 12.00 288.00 MOTOROLA 145
TX 07026C 7 44 12.00 528.00 MOTOROLA 145
TX 07031C 5 21 12.00 252.00 MOTOROLA 145
TX 07035C 6 23 12.00 276.00 MOTOROLA 145
TX 07038C 2 12 10.00 120.00 MOTOROLA 145
TX 07041C 5 23 12.00 276.00 MOTOROLA 145
TX 07043C 3 7 12.00 84.00 MOTOROLA 145
TX 07765C 3 11 12.00 132.00 MOTOROLA 145
MARKET VALUE: $67,800 # of CR'S 1 75 355 $4,1731/ 245 $2,420/142
------- -
</TABLE>
<PAGE> 13
EXHIBIT A - OFFER REVIEW
List of Community Repeaters LOT: RB10
<TABLE>
<CAPTION>
APPROX APPROX. UNIT SITE SITE
CR NAME ST P/L# # CUST. #UNITS REV REV MGMT. RENT
<S> <C> <C> <C> <C> <C> <C> <C> <C>
CHUAL MTN 01 CA 04444C 6 24 13.00 312.00 MOTOROLA 175
CHUAL MTN 04 CA 04447C 3 15 13.00 195.00 MOTOROLA 175
CHUAL MTN 05 CA 04448C 5 49 13.00 637.00 MOTOROLA 175
CHUAL MTN 06 CA 04449C 3 36 13.00 468.00 MOTOROLA 175
MARKET VALUE: $48,600 # of CR'S 4 17 124 $1,612/ 403 $700/175
------- -
</TABLE>
<PAGE> 14
EXHIBIT A - OFFER REVIEW
List of Community Repeaters LOT: RB35
<TABLE>
<CAPTION>
APPROX APPROX. UNIT SITE SITE
CR NAME ST P/L# # CUST. # UNITS REV REV MGMT. RENT
<S> <C> <C> <C> <C> <C> <C> <C> <C>
VOLLMER PEAK 09 CA 04519C 5 50 13.00 650.00 DIRECT 525
MARKET VALUE: $6,000 # of CR'S 1 5 50 $650/ 650 $525/525
</TABLE>
<PAGE> 15
EXHIBIT A - OFFER REVIEW
List of Community Repeaters LOT: RB21
<TABLE>
<CAPTION>
APPROX APPROX. UNIT SITE
CR NAME ST P/L# # CUST. # UNITS REV REV MGMT. RENT
<S> <C> <C> <C> <C> <C> <C> <C> <C>
MONUMENT RDG 01 CA 04459C 10 46 13.00 598.00 MOTOROLA 275
MONUMENT RDG 03 CA 04461C 11 49 13.00 637.00 MOTOROLA 275
MONUMENT RDG 04 CA 04462C 4 22 13.00 286.00 MOTOROLA 275
MONUMENT RDG 05 CA 04463C 3 20 11.00 220,00 MOTOROLA 275
MONUMENT RDG 08 CA 04465C 7 29 11.00 319.00 MOTOROLA 275
MONUMENT RDG 09 CA 04466C 5 18 11.00 198.00 MOTOROLA 275
MONUMENT RDG 15 CA 04472C 11 51 13.00 663.00 MOTOROLA 275
MONUMENT RDG 17 CA 04474C 3 59 13.00 767.00 MOTOROLA 275
MONUMENT RDG 18 CA 04475C 2 13 13.00 169.00 MOTOROLA 275
MARKET VALUE: $36,000 # of CR'S 9 56 307 $3,857/ 429 $2,475/275
------- -
</TABLE>
<PAGE> 16
EXHIBIT A - OFFER REVIEW
List of Community Repeaters LOT: RB1B
<TABLE>
<CAPTION>
APPROX APPROX. UNIT SITE SITE
CR NAME ST P/L# # CUST. # UNITS REV REV MGMT. RENT
<S> <C> <C> <C> <C> <C> <C> <C> <C>
BELMONT HILL 01 CA 04537C 2 7 11.00 77.00 MOTOROLA 275
CARTER HILL 01 CA 04704C 3 10 10.00 100.00 MOTOROLA 110
CLAY JONES 01 CA 04408C 3 14 14.00 196.00 MOTOROLA 325
CLAY JONES 03 CA 04410C 5 33 14.00 462.00 MOTOROLA 325
CLAY JONES 04 CA 04411C 6 32 14.00 448.00 MOTOROLA 325
CLAY JONES 05 CA 04412C 8 33 14.00 462.00 MOTOROLA 325
CLAY JONES 06 CA 04413C 6 18 14.00 252.00 MOTOROLA 325
SAN BRUNO 01 CA 04414C 7 51 15.00 765.00 DIRECT 492
SAN BRUNO 02 CA 04415C 4 20 13.00 260.00 DIRECT 492
SAN BRUNO 03 CA 04416C 2 18 13.00 234.00 DIRECT 492
SAN BRUNO 04 CA 04417C 4 22 13.00 286.00 DIRECT 492
SAN BRUNO 05 CA 04418C 2 9 13.00 117,00 DIRECT 492
SAN BRUNO 11 CA 04423C 4 21 13.00 273.00 DIRECT 492
SAN BRUNO 12 CA 04424C 9 46 15.00 690.00 DIRECT 492
SAN BRUNO 13 CA 04425C 7 41 15.00 615.00 DIRECT 492
SKEGGS PT 03 CA 04428C 2 4 11.00 44.00 MOTOROLA 240
WEIDEMANN HILL 01 CA 04476C 3 13 10.50 136,50 MOTOROLA 285
WEIDEMANN HILL 04 CA 04479C 2 8 10.50 84.00 MOTOROLA 285
WEIDEMANN HILL 05 CA 04480C 4 33 12.50 412.50 MOTOROLA 285
MARKET VALUE: $56,800 # of CR'S 19 84 486 $6,471/ 324 $7,326/366
-------
</TABLE>
<PAGE> 17
EXHIBIT A - OFFER REVIEW
List of Community Repeaters LOT: RB5B
<TABLE>
<CAPTION>
APPROX. APPROX. UNIT SITE SITE
CR NAME ST P/L# # CUST. # UNITS REV REV MGMT. RENT
<S> <C> <C> <C> <C> <C> <C> <C> <C>
BIG ROCK 02 CA 04528C 1 10 11.00 110.00 MOTOROLA 300
BIG ROCK 03 CA 04529C 2 11 11.00 121.00 MOTOROLA 300
BIG ROCK 04 CA 04530C 1 6 11.00 66.00 MOTOROLA 300
BIG ROCK 07 CA 04533C 3 39 13.00 507.00 MOTOROLA 300
BIG ROCK 08 CA 04534C 4 26 13.00 338.00 MOTOROLA 300
BIG ROCK 09 CA 04535C 3 12 11.00 132.00 MOTOROLA 300
BIG ROCK 10 CA 04536C 4 43 13.00 559.00 MOTOROLA 300
MARKET VALUE: $168,800 # of CR'S 7 82 571 $7,061 / 392 $5,355 / 298
--------
</TABLE>
<PAGE> 18
EXHIBIT A - OFFER REVIEW
List of Community Repeaters LOT: RB26
<TABLE>
<CAPTION>
APPROX APPROX. UNIT SITE SITE
CR NAME ST P/L# # CUST. # UNITS REV REV MGMT. RENT
<S> <C> <C> <C> <C> <C> <C> <C> <C>
PRESSON 01 CA 04434C 2 12 12.00 144.00 MOTOROLA 210
PRESSON 04 CA 04437C 3 21 12.00 252.00 MOTOROLA 210
PRESSON 05 CA 04438C 3 30 12.00 360.00 MOTOROLA 210
PRESSON 09 CA 04441C 5 33 12.00 396.00 MOTOROLA 210
PRESSON 12 CA 04432C 4 40 12.00 480.00 MOTOROLA 210
MARKET VALUE: $56,400 # of CR'S 5 17 136 $1,632/ 326 $1,050/ 210
-------
</TABLE>
<PAGE> 19
EXHIBIT A - OFFER REVIEW
List of Community Repeaters LOT: RB19
<TABLE>
<CAPTION>
APPROX APPROX. UNIT SITE SITE
CR NAME ST P/L# # CUST. # UNITS REV REV MGMT. RENT
<S> <C> <C> <C> <C> <C> <C> <C> <C>
LOMA 02 CA 04452C 4 21 15.00 315.00 DIRECT 284
LOMA 03 CA 04453C 5 21 13.00 273.00 DIRECT 284
LOMA 05 CA 04455C 5 27 15.00 405.00 DIRECT 284
LOMA 06 CA 04456C 4 25 13.00 325.00 DIRECT 284
LOMA 09 CA 04458C 6 32 15.00 480.00 DIRECT 284
MARKET VALUE: $12,600 # of CR'S 5 24 126 $1,798/ 360 $1,420/284
-------
</TABLE>
<PAGE> 1
OFFER TO BUY AND BILL OF SALE AGREEMENT
This Offer to Buy and Bill of Sale Agreement ("Agreement") is made and
entered into as of the Agreement Date (defined in Paragraph 1 below) by and
between Motorola, Inc. a Delaware corporation, having an office at 1301 East
Algonquin Road, Schaumburg, Illinois 60196 ("Motorola"), and Champion
Communication Services, Inc., a Delaware corporation with its principal office
at 1111 Bagby, Suite 2121, Houston, Texas 77002 ("Buyer").
Motorola and Buyer agree as follows:
BACKGROUND FACTS
A. Motorola has engaged providing community repeater ("CR") communication
service to one or more users of that type of communications service in the
Chicago area.
B. Buyer desires to make an offer to purchase the CR assets of Motorola
that are listed in Exhibit A ("Property"). This document constitutes Buyer's
offer to purchase the property and, if accepted by Motorola in accordance with
Paragraph 1 below, this document will constitute the Offer to Buy and Bill of
Sale Agreement between Buyer and Motorola whereby Buyer will purchase the
property from Motorola.
OFFER TO PURCHASE TERMS AND CONDITIONS
1. (a) Buyer knows that Motorola may receive other offers to purchase
the Property from other potential purchasers. Buyer acknowledges that until
Motorola enters into a legally binding contract to sell the Property, Motorola
reserves the right, in its sole discretion, to reject or disregard, now or at
anytime in the future, each or any offer to purchase the property that Motorola
receives from any prospective purchaser, including Buyer.
(b) When the Schaumburg, Illinois office of the General Manager of
Motorola's U.S. Domestic Network Services Division ("General Manager") has in
hand an original of this Agreement that has been executed by Buyer, that shall
constitute an offer by Buyer to purchase the Property from Motorola. That
document shall not become a binding contract between Buyer and Motorola until
the date, if any, the General Manager accepts this Agreement by sending to Buyer
from the General Manager's Office a fully executed copy of the Agreement that
has been signed by the General Manager ("Agreement Date"). No act or omission by
Motorola which occurs prior to the Agreement Date can be characterized by anyone
to either constitute acceptance of this Agreement by Motorola or otherwise
create a claim in anyone related in any way to the subject matter of this
Agreement.
2. (a) For and in consideration of Buyer's payment of the amount set
forth in paragraph 3 below, Motorola agrees to sell to buyer the Property
listed on Exhibit A. The Closing Date for the purchase and sale of the Property
shall be Dec. 1, 1994 ("Closing Date").
<PAGE> 2
(b) On the Closing Date, Motorola will deliver to Buyer title to
the Property free and clear of all financial liens and encumbrances, charges or
title retention, or other security arrangements.
3. As full payment for the property, buyer shall pay Motorola an amount
equal to the sum of $2,000.00 Dollars ("Purchase Price"). On the Closing Date,
Buyer shall pay Motorola the Purchase Price ($2,000.00) Dollars in cash by
certified check. That payment shall be a condition precedent to Motorola's
obligation to sell the Property to Buyer on the Closing Date.
4. All property is sold F.O.B. its current physical location (e.g.
antenna site) as of the Closing Date. Buyer is responsible for all costs and
arrangements associated with transferring the Property to Buyer, including, if
applicable, dismantling the Property (including labor and material), and
loading, transporting, and removing it from the F.O.B. point. Buyer assumes
sole responsibility for safety in securing the load(s), and for clearing up any
debris generated by Buyer's actions in loading or removing the property from
F.O.B. point.
5. Buyer shall comply with all federal, state, local, and OSHA
regulations. While at any Motorola site, Buyer shall comply with all Motorola's
rules which may be imposed from time to time.
6. (a) WITH THE EXCEPTION OF THE WARRANTY OF TITLE STATED IN PARAGRAPH 2B
ABOVE, MOTOROLA SELLS ALL OF THE PROPERTY "AS IS - WHERE IS", AND MAKES NO
GUARANTY, WARRANTY, OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO CHARACTER,
QUALITY, CONDITION, WEIGHT, SIZE, OR DESCRIPTION OF ANY PROPERTY, ITS
MERCHANTABILITY, ITS FITNESS FOR ANY USE OR PURPOSE, OR OTHERWISE.
(b) BUYER AGREES THAT FULL OPPORTUNITY WAS GIVEN TO MAKE INSPECTION OF
THE PROPERTY AT BUYER'S SOLE EXPENSE. FAILURE TO INSPECT WILL NOT CONSTITUTE
GROUNDS FOR ANY CLAIMS AGAINST MOTOROLA OR ITS ASSIGNS. BUYER ACKNOWLEDGES THAT
A USER SUMMARY MAY CONTAIN ERRORS AND OMISSIONS.
(c) MOTOROLA MAKES NO REPRESENTATION OR WARRANTY ABOUT THE PAST
PROFITABILITY OR LOSSES OR REVENUE OR EXPENSES IN THE BUSINESS OPERATION WHICH
USED THE PROPERTY, AND MOTOROLA ALSO MAKES NO REPRESENTATION OR WARRANTY ABOUT
THE POSSIBLE CONTRIBUTION (OR LACK OF IT) ANY OR ALL OF THE PROPERTY
(INCLUDING, WITHOUT LIMITATION, EACH USER SUMMARY OR ANY INFORMATION MOTOROLA
PROVIDES WHICH RELATES IN ANY WAY TO A USER SUMMARY) MIGHT MAKE TO BUYER'S
REVENUE, EXPENSES, PROFITABILITY OR LOSSES SHOULD BUYER USE THE PROPERTY IN A
SIMILAR BUSINESS ENTERPRISE OR OTHERWISE.
7. Buyer agrees that Motorola will not be required to make available any
documentation, reports, drawings, or instruction manuals of the Property.
8. The purchase price set forth in Paragraph 3 herein is exclusive of,
and buyer shall be responsible for, all taxes, levies, assessments, and the
like arising out of, or in any way connected with, this Agreement or the sale,
dismantling, loading, transportation, removal, possession, or use of the
Property.
9. Subject to Paragraph 10, risk of loss, damage or destruction of the
Property or any part thereof from any cause shall be upon Motorola until the
Closing Date. In the event the Property or any material part thereof is lost,
damaged or destroyed when the risk of loss is upon Motorola, Buyer shall have
the
<PAGE> 3
right to terminate this Agreement by written notice to Motorola and upon such
termination, there shall be no further liability on the part of either party
under this Agreement. However, if only a portion (i.e. less than fifty percent
(50%) of the total value of the property) of the property is lost, damaged or
destroyed as aforesaid, Buyer will be obligated to consummate the purchase of
the remaining property and the value of the Property that is lost, damaged or
destroyed shall be deducted from the purchase price. Notwithstanding the
foregoing, if the Property is damaged or destroyed as a direct result of the
negligence of Buyer, Buyer shall, at Motorola's option, repair or replace the
damaged or destroyed Property.
10. If the property shall, at Motorola's discretion, be loaded and held for
payment, risk of loss shall pass to Buyer upon such loading or the Closing
Date, whichever occurs earlier, and other costs that may accrue in respect to
such loading will be for Buyer's account.
11. (a) Buyer acknowledges that Motorola Does not warrant that any of the
current users of any CR reflected in any User Summary or otherwise will
continue to use, now or in the future, any CR Property being purchased by
Buyer. Likewise, Motorola makes no representation that any CR communication
service user agreement between Motorola and any CR user will assigned to Buyer
or continued in force for any time period whatsoever.
(b) Buyer also acknowledges that Motorola has not made any
representation of any kind regarding potential cost of CR operation or use or
future availability of antenna sites that may relate in anyway to Buyer's use
of any CR. In that regard, Buyer understands that this agreement does not now
and will not at anytime in the future, create in Buyer any right, title or
interest in or any claim whatsoever to any antenna site where any item Property
to be sold may be relocated.
12. (a) Motorola shall be excused for any delay in performance due to acts
of God, war, riot, insurrection, fires, flood, accidents, strikes, differences
with workers delays in transportation, shortage of furl, labor or material, or
other circumstances or cause beyond the control of Motorola in reasonable
conduct of the business.
(b) IN NO EVENT SHALL MOTOROLA BE LIABLE FOR INCIDENTAL OR
CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.
13. There are no understandings between the parties hereto as to the
subject matter of this Agreement other than as set forth herein. All previous
communications about the subject matter of this Agreement, either oral or
written, are hereby abrogated and withdrawn, and this Agreement constitutes the
entire agreement between the parties. No terms, conditions, understandings, or
agreements purporting to modify or vary the terms of this document shall be
binding unless hereafter made in writing and signed by both parties hereto.
Buyer may not assign this Agreement or any of its interest or rights under this
Agreement without Motorola's prior written consent. Buyer acknowledges that this
Agreement does not effect in any way, any other contract for Motorola products
or services between Buyer and Motorola, if any, and it does not create any
express or implied obligations on Motorola to establish any other contractual
relationships with Buyer.
14. THIS AGREEMENT IS DEEMED BY THE PARTIES TO HAVE BEEN ENTERED INTO IN
ILLINOIS; AND THIS AGREEMENT INTERPRETATION, CONSTRUCTION AND THE RIGHTS,
DUTIES AND REMEDIES FOR ITS ENFORCEMENT OR BREACH ARE TO BE DECIDED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS. THIS AGREEMENT SHALL BE
BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR
RESPECTIVE SUCCESSORS, AND ASSIGNS, AND MAY BE EXECUTED IN TWO OR MORE
DUPLICATE ORIGINALS, EACH OF WHICH SHALL TOGETHER CONSTITUTE ONE AND THE SAME
AGREEMENT.
<PAGE> 4
15. The invalidity or unenforceability of any provision hereof shall in no
way affect the validity or enforceability of any other provisions hereof.
16. The following exhibits are attached hereto and incorporated into this
Agreement by this reference:
A. Detailed List of CR Assets; User Summary(s)
Each of the parties to this Agreement have executed this Agreement on
the execution dates shown below. The parties agree that the effective date of
this Agreement shall be the Agreement Date.
CHAMPION COMMUNICATION
SERVICES, INC. MOTOROLA, INC.
Buyer Motorola
Execution Date: 12/5/94 Execution Date: 12/8/94
By: /s/ David A. Terman By: /s/ Joe E. Vestal
-------------------------- ---------------------------------
David A. Terman Joe Vestal, V.P., General Manager
U.S. Domestic Network Services Division
Title: President
By:
Corporate Secretary/Witness
(as applicable)
<PAGE> 5
EXHIBIT A - OFFER TO PURCHASE AND BILL OF SALE AGREEMENT
LIST OF COMMUNITY REPEATER ASSETS (900 MHZ]
BUYERS INITIALS: DAT
MOTOROLA'S INITIALS: [ILLEGIBLE]
<TABLE>
<CAPTION>
A/S
ST COUNTY CITY C/R # PL # USERS UNITS FREQ LAT LONG LEASE TX/RX A/S PL #
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
IL Will Mokena 2049 07833C 2 22 935.2250 41-32-01 87-51-11 Motorola Yes 0701A
IL Lake Lake Villa 2051 07834C 4 39 935.2375 42-31-17 88-05-37 Direct Yes 4190A
Total 6 61
</TABLE>
Page 1
<PAGE> 1
OFFER TO BUY AND BILL OF SALE AGREEMENT
This Offer to Buy and Bill of Sale Agreement ("Agreement") is made and
entered into as of the Agreement Date (defined in Paragraph 1 below) by and
between Motorola, Inc. a Delaware corporation, having an office at 1301 East
Algonquin Road, Schaumburg, Illinois 60196 ("Motorola"), and Champion
Communication Services, Inc., a (corporation) Cross Out Two, with its principal
office at Houston, Texas ("Buyer").
Motorola and Buyer agree as follows:
BACKGROUND FACTS
A. Motorola has engaged providing community repeater ("CR") communication
service to one or more users of that type of communications service in the
Western U.S. area.
B. Buyer desires to make an offer to purchase the CR assets of Motorola
that are listed in Exhibit A ("Property"). This document constitutes Buyer's
offer to purchase the property and, if accepted by Motorola in accordance with
Paragraph 1 below, this document will constitute the Offer to Buy and Bill of
Sale Agreement between Buyer and Motorola whereby Buyer will purchase the
property from Motorola.
OFFER TO PURCHASE TERMS AND CONDITIONS
1. (a) Buyer knows that Motorola may receive other offers to purchase the
Property from other potential purchasers. Buyer acknowledges that until
Motorola enters into a legally binding contract to sell the Property, Motorola
reserves the right, in its sole discretion, to reject or disregard, now or at
anytime in the future, each or any offer to purchase the property that Motorola
receives from any prospective purchaser, including Buyer.
(b) When the Schaumburg, Illinois office of the General Manager of
Motorola's U.S. Domestic Network Services Division ("General Manager") has in
hand an original of this Agreement that has been executed by Buyer, that shall
constitute an offer by Buyer to purchase the Property from Motorola. That
document shall not become a binding contract between Buyer and Motorola until
the date, if any, the General Manager accepts this Agreement by sending to
Buyer from the General Manager's Office a fully executed copy of the Agreement
that has been signed by the General Manager ("Agreement Date"). No act or
omission by Motorola which occurs prior to the Agreement Date can be
characterized by anyone to either constitute acceptance of this Agreement by
Motorola or otherwise create a claim in anyone related in any way to the
subject matter of this Agreement.
2. (a) For and in consideration of Buyer's payment of the amount set
forth in paragraph 3 below, Motorola agrees to sell to buyer the Property
listed on Exhibit A. The Closing Date for the purchase and sale of the
Property shall be December 1, 1994 ("Closing Date").
<PAGE> 2
(b) On the Closing Date, Motorola will deliver to Buyer title to the
Property free and clear of all financial liens and encumbrances, charges or
title retention, or other security arrangements.
3. As full payment for the property, buyer shall pay Motorola an amount
equal to the sum of four thousand ($4,000.00) Dollars ("Purchase Price"). On
the Closing Date, Buyer shall pay Motorola the Purchase Price four thousand
($4,000.00) Dollars in cash by certified check. That payment shall be a
condition precedent to Motorola's obligation to sell the Property to Buyer on
the Closing Date.
4. All property is sold F.O.B. its current physical location (e.g.
antenna site) as of the Closing Date. Buyer is responsible for all costs and
arrangements associated with transferring the Property to Buyer, including, if
applicable, dismantling the Property (including labor and material), and
loading, transporting, and removing it from the F.O.B. point. Buyer assumes
sole responsibility for safety in securing the load(s), and for clearing up any
debris generated by Buyer's actions in loading or removing the property from
F.O.B. point.
5. Buyer shall comply with all federal, state, local, and OSHA
regulations. While at any Motorola site, Buyer shall comply with all Motorola's
rules which may be imposed from time to time.
6. (a) WITH THE EXCEPTION OF THE WARRANTY OF TITLE STATED IN PARAGRAPH 2B
ABOVE, MOTOROLA SELLS ALL OF THE PROPERTY "AS IS - WHERE IS", AND MAKES NO
GUARANTY, WARRANTY, OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO CHARACTER,
QUALITY, CONDITION, WEIGHT, SIZE, OR DESCRIPTION OF ANY PROPERTY, ITS
MERCHANTABILITY, ITS FITNESS FOR ANY USE OR PURPOSE, OR OTHERWISE.
(b) BUYER AGREES THAT FULL OPPORTUNITY WAS GIVEN TO MAKE INSPECTION OF
THE PROPERTY AT BUYER'S SOLE EXPENSE. FAILURE TO INSPECT WILL NOT CONSTITUTE
GROUNDS FOR ANY CLAIMS AGAINST MOTOROLA OR ITS ASSIGNS. BUYER ACKNOWLEDGES THAT
A USER SUMMARY MAY CONTAIN ERRORS AND OMISSIONS.
(c) MOTOROLA MAKES NO REPRESENTATION OR WARRANTY ABOUT THE PAST
PROFITABILITY OR LOSSES OR REVENUE OR EXPENSES IN THE BUSINESS OPERATION WHICH
USED THE PROPERTY, AND MOTOROLA ALSO MAKES NO REPRESENTATION OR WARRANTY ABOUT
THE POSSIBLE CONTRIBUTION (OR LACK OF IT) ANY OR ALL OF THE PROPERTY
(INCLUDING, WITHOUT LIMITATION, EACH USER SUMMARY OR ANY INFORMATION MOTOROLA
PROVIDES WHICH RELATES IN ANY WAY TO A USER SUMMARY) MIGHT MAKE TO BUYER'S
REVENUE, EXPENSES, PROFITABILITY OR LOSSES SHOULD BUYER USE THE PROPERTY IN A
SIMILAR BUSINESS ENTERPRISE OR OTHERWISE.
7. Buyer agrees that Motorola will not be required to make available any
documentation, reports, drawings, or instruction manuals of the Property.
8. The purchase price set forth in Paragraph 3 herein is exclusive of,
and buyer shall be responsible for, all taxes, levies, assessments, and the like
arising out of, or in any way connected with, this Agreement or the sale,
dismantling, loading, transportation, removal, possession, or use of the
Property.
9. Subject to Paragraph 10, risk of loss, damage or destruction of the
Property or any part thereof from any cause shall be upon Motorola until the
Closing Date. In the event the Property or any material
<PAGE> 3
part thereof is lost, damaged or destroyed when the risk of loss is upon
Motorola, Buyer shall have the right to terminate this Agreement by written
notice to Motorola and upon such termination, there shall be no further
liability on the part of either party under this Agreement. However, if only a
portion (i.e. less than fifty percent (50%) of the total value of the property)
of the property is lost, damaged or destroyed as aforesaid, Buyer will be
obligated to consummate the purchase of the remaining property and the value of
the Property that is lost, damaged or destroyed shall be deducted from the
purchase price. Notwithstanding the foregoing, if the Property, is damaged or
destroyed as a direct result of the negligence of Buyer, Buyer shall, at
Motorola's option, repair or replace the damaged or destroyed Property.
10. If the property shall, at Motorola's discretion, be loaded and held
for payment, risk of loss shall pass to Buyer upon such loading or the Closing
Date, whichever occurs earlier, and other costs that may accrue in respect to
such loading will be for Buyer's account.
11. (a) Buyer acknowledges that Motorola Does not warrant that any of the
current users of any CR reflected in any User Summary or otherwise will
continue to use, now or in the future, any CR Property being purchased by
Buyer. Likewise, Motorola makes no representation that any CR communication
service user agreement between Motorola and any CR user will assigned to Buyer
or continued in force for any time period whatsoever.
(b) Buyer also acknowledges that Motorola has not made any
representation of any kind regarding Buyer's potential costs of CR operation or
use or future availability of antenna sites that may relate in anyway to
Buyer's use of any CR. In that regard, Buyer understands that this Agreement
does not now and will not at anytime in the future, create in Buyer any right,
title or interest in or any claim whatsoever to any antenna site where any item
Property to be sold may be located.
12. (a) Motorola shall be excused for any delay in performance due to acts
of God, war, riot, insurrection, fires, floods, accidents, strikes, differences
with workers delays in transportation, shortage of fuel, labor or material, or
other circumstances or cause beyond the control of Motorola in reasonable
conduct of the business.
(b) IN NO EVENT SHALL MOTOROLA BE LIABLE FOR INCIDENTAL OR
CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT.
13. There are no understandings between the parties hereto as to the
subject matter of this Agreement other than as set forth herein. All previous
communications about the subject matter of this Agreement, either oral or
written, are hereby abrogated and withdrawn, and this Agreement constitutes the
entire agreement between the parties. No terms, conditions, understandings, or
agreements purporting to modify or vary the terms of this document shall be
binding unless hereafter made in writing and signed by both parties hereto.
Buyer may not assign this Agreement or any of its interest or rights under this
Agreement without Motorola's prior written consent. Buyer acknowledges that
this Agreement does not effect in any way, any other contract for Motorola
products or services between Buyer and Motorola, if any, and it does not create
any express or implied obligations on Motorola to establish any other
contractual relationships with Buyer.
14. THIS AGREEMENT IS DEEMED BY THE PARTIES TO HAVE BEEN ENTERED INTO IN
ILLINOIS; AND THIS AGREEMENT INTERPRETATION, CONSTRUCTION AND THE RIGHTS,
DUTIES AND REMEDIES FOR ITS ENFORCEMENT OR BREACH ARE TO BE DECIDED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS. THIS AGREEMENT SHALL BE
BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR
RESPECTIVE SUCCESSORS, AND ASSIGNS, AND MAY BE EXECUTED IN TWO OR MORE
DUPLICATE ORIGINALS, EACH OF WHICH SHALL TOGETHER CONSTITUTE ONE AND THE SAME
AGREEMENT.
<PAGE> 4
15. The invalidity or unenforceability of any provision hereof shall in no
way affect the validity or enforceability of any other provisions hereof.
16 The following exhibits are attached hereto and incorporated into this
Agreement by this reference:
A. Detailed List of CR Assets; User Summary (s)
Each of the parties to this Agreement have executed this Agreement on
the execution dates shown below. The parties agree that the effective date of
this Agreement shall be the Agreement Date.
Champion Communication Services, Inc. MOTOROLA, INC.
Buyer Motorola
Execution Date: 12/12/94 Execution Date: 12/13/94
--------------- ----------------------
By: /s/ DAVID A. TERMAN By: /s/ JOE B. VESTAL
-------------------------- ---------------------------------
Joe Vestal, V.P., General Manager
U.S. Domestic Network Services Division
Title: President
-----------------------
By: /s/ Mary Garner
--------------------------
Corporate Secretary/Witness
(as applicable)
<PAGE> 5
EXHIBIT A - To Offer to Buy and Bill of Sale Agreement
List of Community Repeaters
Buyers Initials: /s/ [ILLEGIBLE] LOT: RB12
Motorolas Initials: /s/ [ILLEGIBLE]
<TABLE>
<CAPTION>
APPROX. APPROX. A/S BASE TX/RX
COUNTY CITY CR NAME ST PIL NO. NO. CUST. NO. UNITS RENT STATION SYSTEM FREQ.
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BUTTE CHICO COHASSET 01 CA 04720C 2 10 DIRECT YES YES 463.4000
BUTTE CHICO COHASSET 03 CA 04721C 3 19 DIRECT YES YES 461.4000
BUTTE CHICO COHASSET 04 CA 04722C 4 17 DIRECT YES YES 851.1375
BUTTE CHICO COHASSET 05 CA 04723C 2 13 DIRECT YES YES 462.6500
TOTAL NUMBER OF CR'S 4 MARKET VALUE: $4,000 MIN. $2,000
--- ------ ------
</TABLE>
<PAGE> 1
LEASE AGREEMENT
WOODSTEAD BUILDING
1610 WOODSTEAD COURT
THE WOODLANDS, MONTGOMERY COUNTY, TEXAS
THE STATE OF TEXAS )
)
COUNTY OF MONTGOMERY )
THIS LEASE AGREEMENT (the "Lease") is made and entered into on this the
10th day of November, 1994, between THE WOODLANDS CORPORATION, a Delaware
corporation, whose address for purposes hereof is 2201 Timberloch Place, The
Woodlands, Texas 77380, hereinafter called "Lessor", and CHAMPION
COMMUNICATIONS SERVICES, INC., a Delaware corporation, whose address, for the
purposes hereof is 1111 Bagby, Suite 2121, Houston, Texas 77002, hereinafter
called "Lessee".
W I T N E S S E T H:
1. Leased Premises. Upon the terms, provisions and conditions hereinafter
set forth, Lessor does hereby lease, demise and let to Lessee, and Lessee does
hereby lease and take from Lessor 3,036 net rentable square feet (the
"Premises"), together with all appurtenances thereto, in the building known as
the Woodstead Building being or which has been constructed by Lessor at 1610
Woodstead Court, The Woodlands, Montgomery County, Texas (the "Building") and
which contains a total of 72,516 rentable square feet of floor space. The
Building is located on a tract of land containing 4.6840 acres, being the same
tract as described and conveyed by that certain General Warranty Deed filed of
record under County Clerk's File No. 8102394 of the Real Property Records of
Montgomery County, Texas (the "Land"). The Premises is shown on the floor plan
attached hereto as Exhibit "A". Lessee shall also have the right to park 11
automobiles in the parking areas provided by Lessor on the Land.
2. Term. The term of this Lease (the "Term") shall commence on the earlier
of DECEMBER 1, 1994 or the day upon which Lessee takes occupancy of the
Premises, and shall expire on the last day of the sixtieth (60th) full calendar
month following the commencement of the Term, subject to earlier termination as
hereinafter provided. If the Premises are not ready for occupancy by Lessee on
the commencement date set out above, the term of this Lease shall begin on the
date when Lessor tenders to Lessee possession of the Premises with all work to
be performed by Lessor pursuant to the Tenant Improvement Addendum (attached
hereto as Exhibit "B") substantially completed. Lessor shall not be liable or
responsible for any claims, damages or liabilities of any nature whatsoever in
connection with or by reason of any delayed occupancy. Lessee agrees to
execute a memorandum setting forth the commencement date and the date of the
expiration of the Term of this Lease on or prior to the commencement of the
Term.
<PAGE> 2
3. Use. Lessee shall use the Premises solely for office purposes, and for
no other use.
4. Security Deposit. Lessee contemporaneously with the execution of this
Lease has deposited with Lessor the sum of $3,289.00, receipt of which is
hereby acknowledged by Lessor, said deposit being given to secure the faithful
performance by Lessee of all of the terms, covenants and conditions of this
Lease to be kept and performed by Lessee. If Lessee shall fail to pay the rent
herein reserved promptly when due or if Lessee violates any of the other terms,
covenants or conditions of this Lease, said deposit may, at the option of
Lessor, be applied to any rent due and unpaid or to any damages suffered by
Lessor as a result of Lessee's default. Nothing contained in this Article shall
in any way diminish or be construed as waiving any of Lessor's other remedies
as provided elsewhere in this Lease, or at law or in equity. Should the entire
security deposit or any portion thereof be applied by Lessor for the payment of
sums due and payable to Lessor hereunder, Lessee shall, on the written demand
of Lessor, remit to Lessor a sufficient amount in cash to restore said security
deposit to its original amount. Should Lessee comply with all of the terms,
covenants and conditions of this Lease and promptly pay all of the rental
herein provided for as it falls due, (including any additional rental due at
the end of the fiscal year during which the Term expires or terminates), and
all other sums payable by Lessee to Lessor hereunder, said security deposit
shall be returned in full to Lessee. Lessor shall have the right to commingle
the security deposit with other funds of Lessor, and any interest earned shall
be the property of Lessor. Lessor may deliver the security deposit to any
purchaser of Lessor's interest in the Premises, and thereupon be discharged
from further liability with respect to such deposit.
5. Base Rent. The Base Rent, which Lessee hereby agrees to pay to Lessor
monthly, in advance, at Lessor's address stated above, shall be the following
monthly sums beginning on the Commencement Date and for each month following
such date during the Term: (a) Months 1 through 36 - $2,530.00; and (b) Months
37 through 60 - $2,681.80. The Base Rent shall be due and payable on the first
day of each calendar month during the Term hereof, without offset or deduction,
with a pro-rata portion being due and payable in advance for any partial month
occurring at the beginning of the Term. A late charge of ten percent (10%)
shall be added to any payment of Base Rent or Additional Rent which is more
than ten (10) days past due.
6. Additional Rent. Lessor agrees to pay all Operating Expenses (as defined
in Section 7 below) up to a maximum amount of $6.00 per year for each square
foot of rentable floor area in the Building (the "Operating Cost Allowance").
In the event the Operating Expenses shall, in any fiscal year (ending January
31) exceed the Operating Cost Allowance (pro-rated for any partial
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<PAGE> 3
fiscal year at the beginning or end of the Term), Lessee agrees to pay to
Lessor, as Additional Rent, Lessee's pro-rata share of any such excess (the
"Excess Operating Expenses"). Lessee's pro-rata share shall be determined by
multiplying the Excess Operating Expenses by a fraction, the numerator of which
shall be the number of rentable square feet in the Premises, and the
denominator of which shall be the rentable square footage in the Building (as
set out in Section 1 above). Within ninety (90) days following the completion
of each fiscal year, Lessor will provide to Lessee a statement showing in
reasonable detail the Operating Expenses for the preceding fiscal year, the
Additional Rent due with regard to Lessee's portion of the Excess Operating
Expenses, and Lessor's reasonable estimate of Excess Operating Expenses for the
then current fiscal year. Lessee shall, on or before thirty (30) days following
receipt of said statement, pay to Lessor the amount of Additional Rent due as
provided herein, less the amount of Additional Rent paid in advance (if any)
during the preceding fiscal year. Any overpayment will be credited by Lessor to
the next rental payment(s) due. Lessee agrees to pay Additional Rent each month
thereafter, in addition to Base Rent, in an amount necessary to amortize the
estimated Excess Operating Expenses for the then current fiscal year over a
period equal to the lesser of (i) the number of months remaining in the lease
term or (ii) the number of months remaining in the current fiscal year.
Notwithstanding that the lease term has expired or been terminated, Lessee
shall remain liable for and agrees to pay to Lessor within 30 days following
receipt of an invoice therefor, its pro-rata portion of Excess Operating
Expenses for the fiscal year (or portion thereof) during which the Term of this
lease expired or was terminated. Lessee shall have the right, at its expense
and at a reasonable time, to audit Lessor's books relevant to the Additional
Rent due under this section.
7. Operating Expenses. The term "Operating Expenses", as used in this
Lease, means all of Lessor's costs to operate and maintain the Land and the
Building, including (to the extent and only to the extent same are Lessor's
obligation to pay or furnish under the other provisions of this Lease),
Lessor's cost of providing heating, air conditioning, utilities, janitorial
services and supplies, security services, elevator maintenance, landscaping,
parking area maintenance and lighting, and general maintenance and repairs.
Operating Expenses shall also include all ad valorem taxes or assessments and
Annual Assessments of The Woodlands Community Association, Inc., which accrue
against the Building or the Land during the Term, together with all insurance
premiums, if any, which Lessor is required to pay or deems necessary to pay,
with respect to the Building or the Land, and a building management fee equal
to five percent (5%) of the Base Rent. Notwithstanding any other provision
herein to the contrary, it is agreed that in the event not more than
ninety-five percent (95%) of the rentable area in the Building is occupied
during any fiscal year or in the event not more than ninety-five (95%) of the
rentable area in the Building is provided with building standard services
during any fiscal year, an adjustment shall be made in computing the Operating
-3-
<PAGE> 4
Expenses for such year so that the Operating Expenses shall be computed for
such year as though the Building had been ninety-five percent (95%) occupied
during such year and as though ninety-five percent (95%) of the Building had
been provided with building standard services during such year.
8. Services to be Furnished by Lessor. Lessor covenants and agrees to
provide and pay for the following:
A. Electrical facilities to furnish sufficient power for personal
computers, typewriters, voice writers, calculating machines, photocopying
machines and other machines of similar low electrical consumption, but not
including electricity required for electronic data processing equipment,
special lighting in excess of building standard, or any item of electrical
equipment (whether listed above or not) which consumes more than 0.5
kilowatts per hour at rated capacity, or requires a voltage other than 120
volts single phase;
B. Hot and cold water at those points of supply specified in the
building plans and specifications and in the tenant finish work plans and
specifications;
C. Central heat and air conditioning in season, from 7 A.M. to 6 P.M.
Monday through Friday, and 8 A.M. to 2 P.M. on Saturday, exclusive of
holidays;
D. Janitor and waste disposal service five days a week (provided,
however, if Lessee's floor covering is other than building standard (see
Exhibit C), Lessee shall pay any additional cleaning costs attributable
thereto, plus 15% overhead, as Additional Rent due with the next payment of
Base Rent);
E. Except as otherwise expressly stipulated herein, Lessor shall make,
do and perform all maintenance or repairs of any kind or character on the
Land, parking areas, the Building and all building machinery and
components, which shall include the painting and repair of walls, floors,
corridors, windows and other structures and equipment serving the Premises,
and such repairs and maintenance thereto as may be necessary because of
damage or negligence by persons other than Lessee, its agents, employees,
invitees, licensees or visitors;
F. Maintenance, upon request by Lessee, of Lessee's special leasehold
improvements (see Exhibit C), for a sum equal to Lessor's actual cost of
such maintenance plus 15% overhead; and
Failure by Lessor to any extent to furnish these defined services or any
cessation thereof which results from causes beyond the control of Lessor shall
not render Lessor liable in any respect for damages to either person or
property, nor be construed as an
-4-
<PAGE> 5
eviction of Lessee, nor work an abatement of rent, nor relieve Lessee from
fulfillment of any covenant or agreement herein. In the event of any such
interruption, however, Lessor shall use reasonable diligence during normal
business hours to restore such service in any circumstance in which such
restoration is within the reasonable control of Lessor.
9. Peaceful Enjoyment. Lessee shall and may peacefully have, hold and enjoy
the Premises, provided that Lessee pays the rentals and other sums herein
recited and performs all of its covenants and agreements herein contained. It
is understood and agreed that this covenant and any and all other covenants of
Lessor contained in this Lease shall be binding upon Lessor and its successors
and assigns, but only with respect to breaches occurring during its and their
respective ownership of Lessor's interest hereunder.
10. Covenants of Lessee. Lessee covenants and agrees with Lessor as
follows:
A. Payment. Lessee shall pay all rent and other sums provided to be
paid to Lessor hereunder at the time and in the manner herein provided.
B. Repairs by Lessee. Lessee shall pay to Lessor all of Lessor's
actual costs and expenses, plus 15% overhead, to repair or replace any
damage or injury done to the Building or any part thereof, caused by Lessee
or Lessee's agents, employees, invitees, licensees or visitors. Said sums
shall constitute Additional Rent due with the next payment of Base Rent.
C. Waste or Damage. Lessee shall not commit or allow any waste or
damage to be committed to any portion of the Building or the Land, and at
the termination of this Lease by lapse of time or otherwise, shall deliver
up the Premises to Lessor in as good condition as at the commencement date
of this Lease, ordinary wear and tear excepted.
D. Alterations, Additions and Improvements. Lessee shall not make or
allow to be made any alterations or physical additions in or to the
Premises without first obtaining the written consent of Lessor. Any and all
alterations, additions or improvements, other than that portion of the
initial tenant improvements which are to be provided by Lessor pursuant to
the terms of Exhibit "B" hereto, shall be made at Lessee's sole expense.
All such alterations, additions or improvements shall, upon completion,
become the property of Lessor and shall be surrendered to Lessor upon the
termination of this Lease by lapse of time or otherwise; provided, however
this clause shall not apply to removable equipment or furniture owned by
Lessee and which can be removed without damage to the Building or the
Premises.
-5-
<PAGE> 6
E. Use and Insurance Rates. Lessee shall not use or permit the
Premises to be used for any other purpose than that stated in Section 3
hereof, or occupy, use or permit any portion of the Premises to be occupied
or used for any business or purpose which is unlawful, disreputable or
deemed to be extrahazardous on account of fire, or permit anything to be
done which would in any way increase the rate of fire insurance on the
Building or its contents. If an increase in the fire and extended coverage
insurance premiums paid by Lessor for the Building is caused by Lessee's
use and occupancy of the Premises, then Lessee shall pay as Additional Rent
due with the next payment of Base Rent, the full amount of such increase,
in addition to all other sums due hereunder.
F. Laws and Regulations. Lessee shall comply with all present and
future laws, ordinances, orders, rules and regulations of all state,
federal, municipal and other agencies or bodies having jurisdiction over
the Premises. Lessee will comply with the Rules and Regulations of the
Building, a copy of which are attached hereto as Exhibit "C". Lessor may
amend said rules, from time to time, if reasonably necessary for the
safety, care or cleanliness of the Building, provided that no amendment
shall alter any covenant or provision contained in this Lease. Lessee
agrees to comply with any amendment which is made to said Rules and
Regulations in compliance with the terms of this paragraph.
G. Entry by Lessor. Lessee shall permit Lessor and any current or
prospective mortgagee or purchaser, and their agents or representatives,
upon reasonable notice, to enter into and upon any part of the Premises at
all reasonable hours to inspect the Premises, or clean, make repairs,
alterations or additions thereto as Lessor may deem necessary or desirable,
and Lessee shall not be entitled to any abatement or reduction of rent by
reason thereof.
H. Nuisance. Lessee shall conduct its business and control its agents,
employees, invitees and visitors in such a manner as not to create a
nuisance or interfere with, annoy or disturb any other tenant in the
Building or Lessor in its management of the Building.
11. Liens. In the event that any mechanic's, materialmen's, or other lien
shall at any time be filed against the Premises, the Building or the Land
purporting to be for work, labor, services or materials performed for or
furnished to Lessee or anyone holding the Premises through or under Lessee, or
arising out of any alleged act or omission of Lessee, Lessee shall forthwith
cause the same to be properly bonded or released. If Lessee shall fail to cause
such lien to be bonded or released within 15 days after being notified of the
filing thereof, then, in addition to any other right or remedy of Lessor,
Lessor may, but shall not be obligated to, discharge the same by posting a bond
or paying the amount claimed
-6-
<PAGE> 7
to be due, and the amount so paid by Lessor, and all costs and expenses
incurred by Lessor in procuring the discharge of such lien, including
reasonable attorney's fees, shall be due and payable by Lessee to Lessor as
Additional Rent on the first day of the next succeeding month. Notice is hereby
given that Lessor shall not be liable for any labor or materials furnished to
Lessee upon credit, and that no mechanics', materialmen's or other liens for
any such labor or materials shall attach to or affect the estate or interest of
Lessor in and to the Land or Building.
12. Subordination. Lessee agrees that this Lease is and shall be
subordinate to any mortgage or deed of trust which may now or hereafter
encumber the Building or the Land, and to all renewals, modifications,
consolidations, replacements and extensions thereof, provided, however, that
the holder of any such mortgage or deed of trust shall agree that Lessee shall
not be disturbed in its possession of the Premises or its rights hereunder
terminated or amended by the mortgagee, any purchaser at or in lieu of
foreclosure or other party so long as Lessee is not in default under this
Lease. In confirmation of such subordination, Lessee shall at Lessor's request
execute promptly any appropriate certificate or instrument that Lessor may
reasonably request. In the event of the enforcement by the trustee or the
beneficiary under a mortgage or deed of trust of the remedies provided for by
law or by such mortgage or deed of trust, Lessee will, upon request of any
person or party succeeding to the interest of Lessor as a result of such
enforcement, automatically become the lessee of such successor in interest
without change in the terms or other provisions of this Lease; provided,
however, that such successor in interest shall not be bound by (i) any payment
of Base Rent or Additional Rent for more than one month in advance except
prepayments in the nature of security for the performance by Lessee of its
obligations under this Lease; (ii) any amendment or modifications under this
Lease made without the written consent of such trustee, beneficiary or
successor in interest; (iii) any default by the prior owner or landlord in the
observance or performance of any of its covenants or obligations hereunder; or
(iv) any right of offset which Lessee may have had against the prior owner or
landlord. Upon request by any successor in interest, Lessee shall execute and
deliver an instrument or instruments confirming the attornment herein provided
for.
Within fifteen days after Lessor's request, Lessee agrees to execute an
estoppel certificate or other agreement certifying to Lessor and/or any
mortgagee of the Building such facts and agreeing to such reasonable notice
provisions and other matters as such mortgagee may request in connection with
Lessor's financing, subject, however, to the non-disturbance rights of Lessee
above-described. In addition, Lessee hereby irrevocably appoints Lessor its
attorney in fact to execute in its place and stead any such estoppel
certificate or other instrument required under this section.
-7-
<PAGE> 8
13. Condemnation. If the whole or any part of the Premises shall be taken
under the power of eminent domain, this Lease shall terminate as to the part so
taken on the date Lessee is required to yield possession thereof to the
condemning authority. Lessor shall make such repairs and alterations as may be
necessary in order to restore the part not taken to a useful condition, and the
Base Rent shall be reduced proportionately to the portion of the Premises so
taken. If the amount of the Premises so taken substantially impairs the
usefulness of the Premises for the purposes set forth in Section 3, either
party may terminate this Lease within 30 days after Lessee is dispossessed,
effective as of the date when Lessee is required to yield possession. All
compensation awarded for any taking shall belong to and be the property of
Lessor.
14. Fire and Casualty. In the event of a fire or other casualty in the
Premises, Lessee shall immediately give notice thereof to Lessor. If the
Premises, through no fault or neglect of Lessee, its agents, employees,
invitees, licensees or visitors, shall be destroyed by fire or other casualty
so as to render the Premises untenantable, the rental herein shall cease
thereafter until such time as the Premises are made tenantable by Lessor. If
from such cause the same shall be so damaged that Lessor shall decide not to
rebuild, then all rent and other sums owed hereunder up to the time of such
destruction or casualty shall be paid by Lessee, and thenceforth this Lease
shall cease and come to an end.
15. Casualty Insurance. Lessor shall, at all times during the term of this
Lease, maintain a policy or policies of insurance with the premiums thereon
fully paid in advance, issued by and binding upon some solvent insurance
company, insuring Lessor's interest in the Building against loss or damage by
fire and other hazards within the coverage of a Texas standard form of fire and
extended coverage policy, for the full replacement value thereof, with payments
for losses thereunder payable solely to Lessor or its designee. Lessee shall
maintain in force a like policy insuring Lessee's interest in any furniture,
equipment, machinery, goods or supplies which Lessee may bring or obtain upon
the Premises, or any improvements which Lessee may construct thereon.
16. Liability Insurance. Lessor and Lessee shall each maintain, at its
expense, a policy or policies of comprehensive general liability insurance with
the premiums thereon fully paid in advance, issued by and binding upon some
solvent insurance company, licensed to do business in the State of Texas, such
insurance to afford minimum protection of not less than One Million Dollars
($1,000,000.00) combined, single limit bodily injury and property damage per
occurrence. Said policy or policies shall name Lessor as an additional insured
and shall contain an agreement by the insurer that such policy or policies
shall not be canceled without thirty (30) days prior written notice to Lessor.
Lessee shall provide Lessor a copy of the required policy or a certificate
evidencing the required coverage before beginning any work in the Premises or
taking occupancy of same.
-8-
<PAGE> 9
17. Waiver of Subrogation. Anything in this Lease to the contrary
notwithstanding, Lessor and Lessee each waive any and all right of recovery,
claim, action or cause of action against the other, its agents, officers or
employees, for any loss or damage that may occur to such persons or the
Premises or any improvements thereto, the Building or any improvements thereto,
or any personal property of any party therein, by reason of fire, the elements
or any other cause which such party is required to insure against under the
terms of this Lease, regardless of cause or origin, including negligence of the
other party hereto, its agents, officers or employees. Lessor and Lessee
covenant that no insurer shall hold any right of subrogation against the other
party for losses which must be insured against by the terms of this Lease.
18. Hold Harmless. Subject to the provisions of Section 17 above, Lessee
hereby releases and agrees to defend, indemnify and hold Lessor harmless from
and against all claims or causes of action for damage or injury to persons or
property arising out of this Lease or Lessee's use or occupancy of the
Premises, including court costs and attorneys' fees, unless caused solely by
the gross negligence or willful act or omission of Lessor.
19. Holding Over. In the event of holding over by Lessee after the
expiration or termination of the Term and without the written consent of
Lessor, Lessee shall pay monthly rent equal to one and one-half times the
amount of all Base Rent and Additional Rentals payable during the last month of
the Term. Further, Lessee shall indemnify Lessor against all claims for damages
by any other lessee to whom Lessor may have leased all or any part of the
Premises. No holding over by Lessee, either with or without the consent and
acquiescence of Lessor, shall operate to extend the Lease for a longer period
than one (1) month. Any holding over with the consent of Lessor in writing
shall thereafter constitute this Lease a lease from month to month.
20. Default by Lessee. If a.) default shall be made in the timely payment
of any sum to be paid by Lessee under this Lease (notwithstanding the preceding
provision, for the first two times Lessee fails to pay a sum timely, Lessee
shall not be in default until Lessor gives Lessee written notice of Lessee's
failure to make timely payment and Lessee fails to make such payment within ten
(10) days from the date such notice is sent; any failure to pay a sum after the
second failure shall be an immediate default under this lease), or b.) default
shall be made in the performance of any of the other covenants or conditions
which Lessee is required to observe and to perform and such default shall
continue for twenty (20) days after written notice is delivered to Lessee or
deposited in the U.S. Mail addressed to Lessee's address above, or c.) the
interest of Lessee under this Lease shall be levied on under execution or other
legal process, or any petition shall be filed by or against Lessee to declare
Lessee a bankrupt or to delay, reduce or modify Lessee's debts or obligations,
or any petition under the Bankruptcy Act shall be filed or other action taken
to reorganize or modify Lessee's capital structure, or Lessee be declared
-9-
<PAGE> 10
insolvent according to law, or any general assignment of Lessee's property
shall be made for the benefit of creditors, or a receiver or trustee is
appointed for Lessee or its property, and provided that Lessee fails to
vigorously contest any such levy, execution, legal process or petition filed
against Lessee and to cause same to be removed, dismissed or vacated within
thirty (30) days from the date of its entry or filing, or d.) Lessee shall
vacate or abandon the Premises, or e.) if Lessee shall be a corporation and
Lessee shall thereafter cease to exist as a corporation in good standing in the
State of Texas, or f.) if Lessee shall be a partnership or other entity and
Lessee shall be dissolved or otherwise liquidated, then Lessor may treat the
occurrence of any one or more of the foregoing events as a breach of this Lease
and thereupon, at Lessor's option, Lessor may have any one or more of the
following described remedies, in addition to all other rights and remedies
provided at law or in equity:
A. Lessor may terminate this Lease and forthwith repossess the
Premises and be entitled to recover (i) the cost of recovering the
Premises, including the cost of the removal and storage of any of Lessee's
possessions left within the Premises, (ii) the unpaid rent earned at the
time of termination, plus interest thereon at the highest lawful rate from
the due date, (iii) the balance of the rent for the remainder of the Term
less the present fair market net rental value of the Premises for said
period and (iv) any other sum of money and damages owed by Lessee to
Lessor.
B. Lessor may terminate Lessee's right of possession, and repossess
the Premises by forcible entry and detainer suit without demand or notice
of any kind to Lessee, and without terminating this Lease, in which event
Lessor may, but shall have no obligation to, relet the same for the account
of Lessee, for such rent and upon such terms as shall be satisfactory to
Lessor. For the purpose of such reletting, Lessor is authorized to decorate
or make any repairs, changes, alterations or additions in or to the
Premises that may be necessary. If (i) Lessor shall fail to relet the
Premises, or (ii) the same are relet and a sufficient sum shall not be
realized from such reletting after deducting the due and unpaid Base Rent
and Additional Rent, the accrued interest thereon, the cost of recovering
possession, the costs and expenses of all decorations, repairs, changes,
alterations and additions deemed necessary in the reasonable judgment of
Lessor and the expense of such reletting and of the collection of the rent
accruing therefrom, then Lessee shall pay to Lessor as damages a sum equal
to the amount of the Base Rent and Additional Rent provided for in this
Lease for such period or periods, or if the Premises have been relet, the
Lessee shall satisfy and pay any such deficiency upon demand therefor from
time to time. Lessee agrees that Lessor may file one or more suits to
recover any sums falling due under the terms of this section from time to
time. No such reletting shall be construed as an election on the part of
Lessor to terminate
-10-
<PAGE> 11
this Lease unless a written notice of such intention is given to Lessee by
Lessor. Notwithstanding any such reletting without termination, Lessor may
at any time thereafter elect to terminate this Lease for such previous
breach.
C. Lessor may change the locks on the Premises and not return the new
key to the Lessee unless the Lessee cures the default(s). The Lessor will
not have to give the Lessee a new key unless the Lessee cures the
default(s); and the new key will be provided only during Lessor's regular
business hours.
21. Waiver. Failure of Lessor to declare any default immediately upon
occurrence thereof, or delay in taking any action in connection therewith,
shall not waive such default, but Lessor shall have the right to declare any
such default at any time and take such action as might be lawful or authorized
hereunder, either in law or at equity.
22. Lien for Rent. Lessee hereby grants to Lessor a lien on all property of
Lessee now or hereafter placed in or upon the Premises (except such part of any
property as may be exchanged, replaced or sold from time to time in the
ordinary course of business, operation or trade), and such property shall be
and remain subject to such lien of Lessor for payment of all rent and other
sums agreed to be paid by Lessee herein. This Lease shall constitute a security
agreement under the Uniform Commercial Code so that Lessor shall have and may
enforce a security interest on all property of Lessee now or hereafter placed
in or on the Premises, including but not limited to all fixtures, machinery,
equipment, furnishings and other articles of personal property now or hereafter
placed in or upon the Premises by Lessee. Lessee agrees to execute as debtor
such financing statement or statements as Lessor may now or hereafter
reasonably request in order that such security interest or interests may be
perfected pursuant to said Code. Lessor may at its election at any time file a
copy of this Lease as a financing statement. Lessor, as secured party, shall be
entitled to all of the rights and remedies afforded a secured party under said
Uniform Commercial Code, which rights and remedies shall be in addition to and
cumulative of the landlord's liens and rights provided by law or by the other
terms and provisions of this Lease.
23. Assignment by Lessor. Lessor shall have the right to sell, transfer or
assign, in whole or in part, all of its rights and obligations hereunder and in
the Building and the Land. In such event and upon the assumption by such
transferee of Lessor's obligations hereunder, no further liability or
obligation shall thereafter accrue against Lessor hereunder.
24. Assignment by Lessee. Lessee shall not assign this Lease or any
interest therein, nor sublet the Premises or any part thereof or any right or
privilege appurtenant thereto, nor permit any other person, firm or entity to
occupy or use the Premises or any portion thereof without first obtaining the
written consent of
-11-
<PAGE> 12
Lessor, which consent shall not be unreasonably withheld or delayed. Lessor
shall have the right, at its option, to terminate this Lease as to any portion
of the Premises covered by a proposed assignment or sublease, or to approve any
such assignment or sublease only upon the condition that all rentals paid by
the sublessee in excess of the rentals due from Lessee hereunder, shall be paid
directly to Lessor. Otherwise, Lessor's consent to any proposed sublease or
assignment shall not be unreasonably withheld. Consent by Lessor to one
assignment, subletting, occupation or use by another person shall not be deemed
to be a consent to any subsequent assignment, subletting, occupation or use by
the same or another person. Consent to an assignment or sublease shall not
release Lessee from liability for the continued performance of the terms and
provisions to be kept and performed by Lessee hereunder, unless Lessor
specifically and in writing releases Lessee from said liability. Any assignment
or subletting by operation of law or otherwise, (including without limitation,
a transfer of controlling interest in Lessee to any other person, firm or
entity) without the prior written consent of Lessor, shall be void and shall,
at the option of Lessor, terminate this Lease. Lessee covenants and agrees that
when the prior written consent of Lessor is obtained, and in the event the
subletting or assignment is to be arranged through public advertisement or
listing of any kind, Lessee will treat all applications for sublease or
assignment in a uniform manner and will award leases according to objective
standards. No decision on any application shall be made on the ground of the
applicant's race, color, religion, sex, handicap, familial status, or national
origin.
25. Notices. Any notice required or permitted to be given pursuant to the
terms of this Lease shall be sent by certified or registered U.S. mail to
Lessor at 2201 Timberloch Place, The Woodlands, Texas 77380, Attn: Property
Management, and to Lessee at 1610 Woodstead Court, Suite 330, The Woodlands,
Texas 77380. The place to which such notices shall be sent may be changed by
either party giving notice of such change to the other party in the manner
hereinabove provided.
26. Severability. If any of the provisions of this Lease shall contravene
or be invalid under the laws of the particular state, county, or jurisdiction
where applied, such contravention or invalidity shall not invalidate the Lease
or any other portions thereof and the remainder of this Lease or the
application thereof to other persons or circumstances shall not be affected
thereby.
27. Corporate Authority. If Lessee signs as a corporation, each of the
persons executing this Lease on behalf of Lessee represents and warrants that
Lessee is a duly organized and existing corporation, that Lessee has and is
qualified to do business in Texas, that the corporation has full right and
authority to enter into this Lease, and that all persons signing on behalf of
the corporation were authorized to do so by appropriate corporate actions.
-12-
<PAGE> 13
28. Not an Offer. The submission of this Lease to Lessee shall not be
construed as an offer, nor shall Lessee have any rights with respect thereto
unless Lessor executes a copy of this Lease and delivers the same to Lessee.
29. Exhibits, Riders and Addenda. This lease also includes and incorporates
herein for all purposes all attached Exhibits, Riders, and Addenda, if any.
30. Joint and Several Tenancy. If more than one person executes this Lease
Agreement as Lessee, their obligations hereunder are joint and several, and any
act or notice of or to, or refund to, or the signature of, any one or more of
them, in relation to the renewal or termination of this Lease Agreement, or
under or with respect to any of the terms hereof shall be fully binding on each
and all of the persons executing this Lease Agreement as a Lessee.
31. Binding Effect. This Lease shall be binding upon and inure to the
benefit of the heirs, successors or assigns of Lessor and Lessee, subject to
the limitation on subleasing and assignment herein contained.
32. Entire Agreement. This Lease shall constitute the sole and only
agreement of Lessor and Lessee with regard to the lease of the Premises, and
shall supersede any prior or contemporaneous oral or written agreements. This
Lease may not be altered, changed or amended, except by an instrument in
writing, signed by both parties hereto.
33. Pronouns. Pronouns which refer to either Lessor or Lessee shall be
construed to mean the appropriate number and gender intended.
34. Termination Due to Relocation. If Lessee leases larger space in the
Building or in another building owned by Lessor, this Lease may be canceled by
Lessee, at Lessee's option, as of the commencement date of such new lease,
except that Lessee shall remain liable for (a) any damages done to the Premises
or the Building during the relocation, (b) any Additional Rent due from Lessee
at the end of Lessor's fiscal year as a result of increased Operating Expenses
incurred during the portion of said fiscal year occurring prior to the
termination, and (c) any Recoverable Leasehold Costs. "Recoverable Leasehold
Costs" means the total construction costs expended by Lessor on the Premises
for the purposes of finishing out the same for Lessee pursuant to this Lease
and the total broker commissions paid by Lessor in connection with this Lease,
multiplied by a fraction the numerator of which is the amount of months left in
the Term at such early termination date and the denominator is the total number
of months in the Term.
35. Renewal Option. So long as Lessee is not in default in the performance
of its covenants under this Lease, Lessee is hereby granted the option to renew
the Term of this Lease for one period
-13-
<PAGE> 14
of five (5) additional years ("Renewal Term"), to commence at the expiration of
the initial term of this Lease. Lessee shall exercise the option to renew by
delivering written notice of such election to Lessor at least six (6) months
prior to the expiration of the Term of this Lease. The renewal of this Lease
shall be upon the same terms and conditions of this Lease, except (a) the Base
Rent during the Renewal Term shall be at the then prevailing market rate, (b)
Lessee shall have no option to renew this Lease beyond the Renewal Term set out
above, (c) Lessee shall not have the right to assign its renewal rights to any
sublessee of the Premises or assignee of the Lease, (d) the leasehold
improvements will be provided in their then existing condition at the time the
Renewal Term commences on an "as is" basis, and (e) the "Term" as defined in
the Lease, shall include any Renewal Term that has been duly exercised by
Lessee.
36. General. Time is of the essence of this Lease. All rights and remedies
of Lessor and Lessee under this Lease shall be cumulative and none shall
exclude any other rights or remedies allowed by law. This Lease shall be
declared to be a Texas lease, and all of the terms hereof shall be construed
according to the laws of the State of Texas. Said Lease shall be performable
only in Montgomery County, Texas, and venue for any action hereunder shall be
exclusively in Montgomery County, or in the Southern District of Texas, Houston
Division, as appropriate. Lessee warrants that this Lease has been duly
authorized and executed on behalf of Lessee, and that same is valid and binding
upon Lessee.
-14-
<PAGE> 15
IN TESTIMONY WHEREOF, the parties hereto have executed this Lease in
duplicate counterparts, each of which shall constitute an original but
collectively shall constitute only one document, such execution to be effective
on the date first above written.
LESSOR
THE WOODLANDS CORPORATION
Date: 11/10/94 By: /s/ ERIC WOJNER
Name: Eric Wojner
--------------------------
Title: VP INVESTMENT PROPERTIES
------------------------
---------------------
Originator
---------------------
Legal BBB
---------------------
Financial
---------------------
LESSEE
CHAMPION COMMUNICATIONS
SERVICES, INC.
Date: By: /s/ DAVID A. TERMAN
--------------------- ---------------------------
Name: DAVID A. TERMAN
---------------------------
Title: PRESIDENT
--------------------------
-15-
<PAGE> 16
EXHIBIT "A"
[MAP OF THE WOODSTEAD BUILDING]
<PAGE> 17
EXHIBIT "B"
CHAMPION COMMUNICATIONS SERVICES, INC.
1111 Bagby
Houston, Texas 77002
Attention: Mr. David A. Terman
President
Re: Leasehold improvements for 3,036 rentable square feet of space in a
building known as Woodstead Building, at 1610 Woodstead Court, The
Woodlands, Montgomery County, Texas
Gentlemen:
Lessor agrees to construct the leasehold improvements in the above
referenced space.
Lessee agrees to pay all costs of the leasehold improvements in excess of
the Lessor Allowance set forth below.
Total Cost of Work $ To Be Determined
Lessor Allowance ($ - 0 -)
Total Amount Due from Lessee $ To Be Determined
Lessee shall deliver to Lessor complete plans and specifications for the
leasehold improvements by (To Be Determined). The plans and specifications must
be mutually agreed to in writing by Lessor and Lessee by (To Be Determined).
If Lessor agrees to perform, at your request, any additional or
non-standard work over and above that specified on the plans originally agreed
to by Lessor, such work shall be performed by Lessor, at your sole expense, as
a tenant extra. Prior to commencing any such work requested by you, Lessor
will submit to you written estimates of the cost of any such work. Within one
(1) week from the date of submission thereof by Lessor, you shall either
provide written approval of the estimate for construction, submit to Lessor
revisions in the plans and specifications, or notify Lessor that the work is no
longer requested. You agree to pay Lessor promptly upon being billed therefore,
the cost of all such work, together with fifteen percent (15%) of the cost for
Lessor's overhead. You agree that in the event of default in payment thereof,
Lessor shall (in addition to all other remedies) have the same rights as in the
event of default of payment of rent under the Lease.
<PAGE> 18
EXHIBIT "B"
CHAMPION COMMUNICATIONS SERVICES, INC.
Page Two
Notwithstanding the date provided in the Lease for the commencement of the
lease Term, your obligation for the payment of rental thereunder shall not
commence until Lessor has substantially completed all work to be performed by
Lessor pursuant to this agreement; provided, however, that if Lessor shall be
delayed in substantially completing the work as required hereunder as a result
of:
(a) Your failure to timely furnish the information and approval as and
when required;
(b) Your request for materials, finishes or installations other than
specified on plans attached;
(c) Your changes in approved plans or specifications; or
(d) The performance by a person, firm or corporation employed by you and
the completion of said work by said person, firm or corporation,
then the commencement of the term of the Lease and the payment of rent
thereunder shall be accelerated by the number of days of such delay.
All monies due from you for leasehold improvements must be paid to Lessor
prior to your occupancy of your space.
Upon your approval as indicated below, Lessor will begin construction of
your leasehold improvements and estimates construction completion within (To Be
Determined) weeks of commencement of construction.
Sincerely,
/s/ DAVID A. TERMAN 10/27/94 By: J. A. NUNE
- - ----------------------------- --------------------------
Tenant Acceptance Date Sales Director
[ILLEGIBLE]
--------------------------
Director of
Tenant Improvements
<PAGE> 19
EXHIBIT C
TO LEASE AGREEMENT
RULES AND REGULATIONS
PASSAGE WAY OBSTRUCTION
The sidewalks, entries, passages, courts, corridors and stairways shall not be
obstructed by any Lessee, its employees or agents, or used by them for other
purposes than for ingress and egress to and from their respective suites.
UPKEEP OF PREMISES
All glass, locks and trimmings in or about the doors and windows, and all
electric globes and shades belonging to the Building shall be kept whole, and
whenever broken by the Lessee or its agents or invitees, shall be immediately
replaced or repaired and put in order by Lessee under the direction and to the
satisfaction of Lessor, and on removal shall be left whole and in good repair.
SKYLIGHTS AND WINDOWS
No floors, skylights or windows that reflect or admit light into the corridors
or passage-ways, or to any other place in the Building, shall be covered or
obstructed by any tenant. If Lessee desires blinds or window coverings, they
must be of such shade, color, material and make as shall be prescribed by
Lessor (and any awning proposed may be prohibited by Lessor).
SIGNAGE
No sign, advertisement or notice shall be inscribed, painted or affixed on any
part of the inside or outside of the Building unless of such color, size and
style, and in such place upon or in the Building as shall be first designated
by the Lessor. There shall be no duty on Lessor to allow any sign,
advertisement or notice to be inscribed, painted or affixed on any part of the
inside or outside of the Building. Signs on doors will be placed for Lessee by
a tradesman appointed by Lessor, the cost to be paid by Lessee. A directory in
a conspicuous place, with names of the lessees, will be provided by Lessor; any
necessary revision in this will be made by Lessor within a reasonable time
after notice from Lessee of the error or change making the revision necessary.
No furniture shall be placed in front of the Building or in any lobby or
corridor without written consent of Lessor. Lessor shall have the right to
remove all such signs and furniture without notice to Lessee, at the expense of
Lessee.
<PAGE> 20
NOISE
No person shall disturb the occupants of the Building by the use of any musical
instruments, the making of unseemly noises, or in any other way. No dogs or
other animals shall be allowed in the Building.
USE OF PREMISES
No portion of the Building shall be used for the purpose of lodging-rooms, or
for any immoral or unlawful purposes.
FIRE PROTECTION
No Lessee shall do or permit anything to be done in the premises or the common
areas of the Building, or bring or keep anything therein, which will in any way
increase the rate of fire insurance on the Building or property kept therein,
or obstruct or interfere with the rights of other Lessees, or in any way injure
or annoy them, or conflict with the laws relating to fire, or with any
regulations of the fire department, or with any insurance policy upon the
Building or any part thereof, or conflict with any of the rules or ordinances
of any city, county, state or federal authority. Lessee shall not be permitted
to use or keep in the building any kerosene, camphene or other burning fluid.
PARKING
All vehicles will be parked within striped lanes. Parking across the stripes or
in unmarked areas, blocking of walkways, loading areas, entrances or driveways
will not be permitted. Unauthorized cars will not be allowed in the reserved
parking areas. Should such a situation exist, Lessor, at its option, shall have
the right to tow such vehicle away at the owner's expense.
BICYCLES
No bicycles or similar vehicles will be allowed in the Building.
JANITORIAL SERVICE
No Lessee shall employ any person or persons other than the janitor of the
Lessor for the purpose of cleaning or taking care of the premises leased,
without the written consent of Lessor. Lessor shall be in no way responsible to
any Lessee for any loss of property from the leased premises, however
occurring, or for any damage done to the furniture by the janitor or any of its
employees, or by any other person or persons whomsoever. Any person or persons
employed by Lessee, with the written consent of Lessor, must be subject to and
under the control and direction of the janitor of the Building at all times
while working in the Building. The janitor of the Building may at all times
keep a pass
Page 2 of 5
<PAGE> 21
key. The janitor and other agents of Lessor shall at all times be allowed
admittance to said leased premises.
NON-STANDARD CLEANING AND MAINTENANCE
If Lessee requires cleaning or maintenance of specialty equipment or
non-standard tenant improvement furnishings (i.e., glass panels, special art
decor, non-standard floor coverings, non-standard lighting and specialized
equipment) as determined by Lessor, Lessee shall pay any additional cost
attributable thereto, plus 15% overhead.
EXCESS TRASH DISPOSAL
In the event Lessee must dispose of crates, boxes, etc., which will not fit
into office waste paper baskets, it will be the responsibility of Lessee to
dispose of same. In no event will Lessee set such items in the public areas of
the Building.
DEBRIS
Nothing shall be thrown out of the windows of the Building, or down the
stairways or other passages.
CARPET DAMAGE
Lessee will be responsible for any damage to carpeting and flooring as a result
of rust or corrosion of file cabinets, water staining from planters, excessive
wearing by roller chairs and metal objects.
MOVES
Movement in or out of the Building of furniture, equipment or materials which
requires use of elevators or stairways, or movement through the Building
entrances or lobby, shall be under the supervision of, and shall be restricted
to hours designated by Lessor. Such movement shall be carried out in the manner
agreed upon between Lessee and Lessor by prearrangement before performance. At
the time of such prearrangement, Lessor will set time, method and routing of
movement as well as limitations imposed by safety or other concerns which may
prohibit any item from being brought into the Building. Lessee assumes, and
shall indemnify Lessor against, all risks and claims of damage to persons
and/or properties arising in connection with any said movement.
Moves are to be scheduled, unless otherwise provided, for after 5:00 pm Monday
through Friday, and from 8:00 am to 6:00 pm on Saturdays and Sundays, legal
holidays excepted.
Page 3 of 5
<PAGE> 22
HEAVY EQUIPMENT
All safes or other heavy articles shall be carried up or into the premises only
at such times and in such manner as shall be prescribed by Lessor, and Lessor
shall in all cases have the right to specify the proper weight and position of
any such safe or other heavy article. Any damage done to the Building by taking
in or removing any safe or from overloading any floor in any way shall be paid
by Lessee. Defacing or injuring in any way any part of the Building by Lessee,
its agents or servants, shall be paid for by Lessee.
BUILDING HOURS
Lessor designates the following hours during which the Building will be in
operation: 7:00 am to 6:00 pm Monday through Friday, and 8:00 am to 2:00 pm on
Saturday, exclusive of holidays.
AFTER HOURS AIR CONDITIONING AND HEATING
In the event Lessee desires air conditioning or heating service other than
during standard operating hours, the request must be made to Lessor within a
reasonable length of time prior to the need for service. This service will be
made available at Lessor's then prevailing rate established on an hourly basis.
NON-STANDARD USAGE OF UTILITIES AND SUPPLIES
Lessor reserves the right to sub-meter and charge at cost plus 15% overhead any
non-standard use of electricity, natural gas, water and other supplies of the
Building as determined by Lessor.
WATER USAGE
The water closets and other water fixtures shall not be used for any purpose
other than those for which they were intended, and any damage resulting to them
from misuse, or the defacing or injury of any part of the Building shall be
borne by the person who shall occasion it. No person shall waste water by
interfering with the faucets or otherwise.
LOCKS AND KEYS
Lessor agrees to furnish Lessee two keys for the doors entering the Building,
Lessee's suite and each entry door therein. Any additional keys will be
furnished at a charge by Lessor equal to its cost plus 15% overhead. No
additional locks shall be placed upon any doors without the written consent of
Lessor, nor shall any duplicate keys be made. All necessary keys shall be
furnished by Lessor, and the same shall be surrendered upon the termination of
this lease, and Lessee shall then give to Lessor or its agents
Page 4 of 5
<PAGE> 23
explanation of the combination of all locks upon the doors of vaults.
ELECTRICAL AND TELEPHONE SERVICE
If Lessee desires telegraphic, telephonic or other electric connections, Lessor
or its agents will direct the electricians as to where and how the wires may be
introduced, and without such direction no boring or cutting for wires will be
permitted. Access to any mechanical, electrical or telephone rooms must be
approved by Lessor.
ALTERATIONS AND CONTRACTOR APPROVAL
All contractors and/or technicians performing any alterations for Lessee within
the Building must be referred to Lessor for approval and shall, prior to
commencement, execute proper lien waivers.
LESSOR'S RIGHT OF ENTRY
Lessor or its agents shall have the right to enter the premises to examine the
same or to make such repairs, alterations or additions as Lessor shall deem
necessary for the safety, preservation or improvement of the Building. Lessor
or its agents may show said premises and place on the windows or doors thereof,
or upon the bulletin board, a notice "To Rent" for one month prior to the
expiration of the term of the Lease.
ADDITIONAL RULES AND REGULATIONS
Lessor reserves the right to make such other and further reasonable rules and
regulations as in its judgment may from time to time be necessary for the
safety, care and cleanliness of the Building and its occupants and for the
preservation of good order therein.
/s/ DAVID A. TERMAN
---------------------------------
LESSEE
/s/ F. EARL HIGGINS, JR.
---------------------------------
F. Earl Higgins, Jr.
V.P., Property Management
Page 5 of 5
<PAGE> 1
MODIFICATION AND RATIFICATION OF LEASE
This Modification and Ratification of Lease is made and entered into,
effective the 4th day of April, 1995, between The Woodlands Corporation
("Lessor") and Champion Communications Services, Inc. ("Lessee"), for and in
consideration of One Dollar ($1.00), and other good and valuable consideration.
W I T N E S S E T H:
1. Lessor and Lessee hereby confirm and ratify (as modified below) all of
the terms, conditions and covenants in that certain Lease ("Lease") between the
parties dated November 10, 1994, under which Lessee has leased from Lessor
approximately 3,036 square feet of net rentable area in that building located
at 1610 Woodstead Court, Suite 300, The Woodlands, Montgomery County, Texas.
2. Lessor and Lessee agree that effective May 1, 1995 ("Expansion Area
Effective Date"), the area of the Premises shall be increased by 1,593 square
feet of net rentable area ("Expansion Area"), which Expansion Area is outlined
on attached Exhibit "A", changing the size of the Premises to 4,629 square feet
of net rentable area.
3. Lessor and Lessee agree that, effective on the Expansion Area Effective
Date, the Base Rent, as set out in Section 5 of the Lease Agreement, shall be
increased by one thousand five hundred ninety three dollars ($1,593.00) per
month, so that the total Base Rent shall be four thousand one hundred twenty
three dollars ($4,123.00) per month through November 30, 1997 and increased by
one thousand seven hundred twenty six and 20/100 dollars ($1,726.20) effective
December 1, 1997, so that the Base Rent shall be four thousand four hundred
eight dollars ($4,408.00) per month.
<PAGE> 2
4. Lessor agrees to make alterations and improvements ("Improvements") to
the Expansion Area, upon the terms set forth in Exhibit "B" attached hereto.
Signed this the 4th day of April, 1995, at The Woodlands, Texas.
LESSOR:
THE WOODLANDS CORPORATION
By: /s/ ERIC H. WOJNER
-------------------------------
Name: Eric H. Wojner
-----------------------------
Title: V.P., Investment Properties
----------------------------
LESSEE:
CHAMPION COMMUNICATIONS
SERVICES, INC.
By: /s/ DAVID A. TERMAN
-------------------------------
Name: David A. Terman
-----------------------------
Title: President
----------------------------
<PAGE> 3
EXHIBIT "A"
[MAP OF THE WOODSTEAD BUILDING]
<PAGE> 4
EXHIBIT B
Champion Communications Services, Inc.
1610 Woodstead Court, Suite 300
The Woodlands, TX 77380
Re: Leasehold improvements for 1593 rentable square feet (1385 usable square
feet) of space in a building known as 1610 Woodstead Court in The
Woodlands, Texas.
Gentlemen:
Lessor is pleased to quote for your approval the cost of work necessary to
construct the proposed leasehold improvements in the above referenced space.
The cost of work is based upon the attached drawings dated 3/12/95.
<TABLE>
<S> <C>
Total Cost of Work $15,159.00
Lessor Allowance ($11,151.00)
Total Amount Due from Lessee $ 4,008.00
</TABLE>
If Lessor further agrees to perform, at your request, any additional or
non-standard work over and above that specified on the attached plans, such
work shall be performed by Lessor, at your sole expense, as a tenant extra.
Prior to commencing any such work requested by you, Lessor will submit to you
written estimates of the cost of any such work. Within one (1) week from the
date of submission thereof by Lessor, you shall either provide written approval
of the estimate for construction, submit to Lessor revisions in the plans and
specifications, or notify Lessor that the work is no longer requested. You
agree to pay Lessor promptly upon being billed therefore, the cost of all such
work, together with fifteen percent (15%) of the cost for Lessor's overhead.
You agree that in the event of default in payment thereof, Lessor shall (in
addition to all other remedies) have the same rights as in the event of default
of payment of rent under the Lease.
It is agreed that, notwithstanding the date provided in the Lease for the
Expansion Area Effective Date, your obligation for the payment of increased
rental thereunder shall not commence until Lessor has substantially completed
all work to be performed by Lessor pursuant to this agreement; provided,
however, that if Lessor shall be delayed in substantially completing the work
as required hereunder as a result of:
<PAGE> 5
Leasehold Improvements
Page 2
(a) Your failure to timely furnish the information and approval as and
when required;
(b) Your request for materials, finishes or installations other than
specified on plans attached;
(c) Your changes in approved plans or specifications; or
(d) The performance by a person, firm or corporation employed by you and
the completion of said work by said person, firm or corporation,
then the Expansion Area Effective Date and the payment of increased rent under
the Lease shall be accelerated by the number of days of such delay.
All monies due from you for leasehold improvements must be paid to Lessor
prior to your occupancy of the Expansion Area.
Upon your approval as indicated below, Lessor will begin construction of
your leasehold improvements and estimate construction completion within 4 weeks
of commencement of construction.
Sincerely,
/s/ DAVID A. TERMAN 3/29/95 By: /s/ W. J. Cole
- - ----------------- ------- -----------------------
Tenant Acceptance Date Sales Director
[ILLEGIBLE]
-----------------------
Director of
Tenant Improvements
<PAGE> 1
MODIFICATION AND RATIFICATION OF LEASE
This Modification and Ratification of Lease is made and entered into,
effective the 24th day of July, 1995, between THE WOODLANDS CORPORATION (Lessor)
and CHAMPION COMMUNICATIONS SERVICES, INC. (Lessee) for and in consideration of
One Dollar ($1.00), and other good and valuable consideration.
W I T N E S S E T H:
1. Lessor and Lessee hereby confirm and ratify (as modified below) all of
the terms, conditions and covenants in that certain Lease Agreement dated
November 10, 1994, modified by Modification and Ratification of Lease dated
April 4, 1995, under which Lessee has leased 4,629 square feet of net rentable
area in that building located at 1610 Woodstead Court, Suite 330, The
Woodlands, Montgomery County, Texas.
2. Lessor and Lessee agree that effective August 1, 1995 ("Expansion Area
Effective Date"), the area of the Premises shall be increased by 812 square
feet of net rentable area ("Expansion Area") which Expansion Area is outlined
on attached Exhibit "A", changing the size of the Premises to 5,441 square feet
of net rentable area.
3. Lessor and Lessee agree that, effective on the Expansion Area Effective
Date, the Base Rent, as set out in Section 5 of the Lease Agreement, shall be
as follows:
<TABLE>
<CAPTION>
Period Monthly Base Rent
------ -------------------
<S> <C>
August 1, 1995 through November 30, 1997 $4,935.00 per month
December 1, 1997 through December 31, 1999 $5,287.67 per month
</TABLE>
<PAGE> 2
4. Lessor agrees to make alterations and improvements ("Improvements") to
the Expansion Area, upon the terms set forth in Exhibit "B" attached hereto.
5. Lessee, contemporaneously with the execution of this Lease has deposited
with Lessor the sum of eight hundred seventy-nine and 67/100 ($879.67) as
additional Security Deposit, to be held subject to the terms of Section 4. of
the Lease.
SIGNED this the 23 day of June, 1995, at The Woodlands, Texas.
LESSOR:
THE WOODLANDS CORPORATION
BY: /s/ ERIC H. WOJNER
-----------------------------------
NAME: Eric H. Wojner
---------------------------------
TITLE: Vice President-
Investment Properties
LESSEE:
CHAMPION COMMUNICATIONS SERVICES, INC.
BY: /s/ DAVID A. TERMAN
-----------------------------------
Name: David A. Terman
Title: President
<PAGE> 3
[MAP OF THE WOODSTEAD BUILDING]
<PAGE> 4
EXHIBIT B
Champion Communications Services, Inc.
1610 Woodstead Court, Suite 300
The Woodlands, Texas 77380
Re: Leasehold improvements for 812 rentable square feet (706 usable square
feet) of ("Expansion Area") space in a building known as 1610 Woodstead
Court in The Woodlands, Texas.
Gentlemen:
Lessor is pleased to quote for your approval the cost of work necessary to
construct the proposed leasehold improvements in the above referenced space.
The cost of work is based upon the attached drawings dated June 6, 1995
<TABLE>
<S> <C>
Total Cost of Work $5,379.50
Lessor Allowance $5,379.50
Total Amount Due from Lessee $ -0-
=========
</TABLE>
If Lessor further agrees to perform, at your request, any additional or
non-standard work over and above that specified on the attached plans, such
work shall be performed by Lessor, at your sole expense, as a tenant extra.
Prior to commencing any such work requested by you, Lessor will submit to you
written estimates of the cost of any such work. Within one (1) week from the
date of submission thereof by Lessor, you shall either provide written approval
of the estimate for construction, submit to Lessor revisions in the plans and
specifications, or notify Lessor that the work is no longer requested. You
agree to pay Lessor promptly upon being billed, therefore, the cost of all such
work, together with fifteen percent (15%) of the cost for Lessor's overhead.
You agree that in the event of default in payment thereof, Lessor shall (in
addition to all other remedies) have the same rights as in the event of default
of payment of rent under the Lease.
It is agreed that, notwithstanding the date provided in the Lease as the
effective date of the expansion, your obligation for the payment of increased
rental thereunder shall not commence until Lessor has substantially completed
all work to be performed by Lessor pursuant to this agreement; provided,
however, that if Lessor shall be delayed in substantially completing the work
as required hereunder as a result of:
*Lessor hereby agrees that if the total cost of work should exceed $5,379.50,
Lessee will either reduce the scope of work and reduce the cost to equal the
Lessor Allowance or Lessee agrees to pay the coverage amount in cash to Lessor
prior to occupancy of the Expansion Area.
<PAGE> 5
LEASEHOLD IMPROVEMENTS
Page 2
(a) Your failure to timely furnish the information and approval as and
when required;
(b) Your request for materials, finishes or installations other than
specified on plans attached;
(c) Your changes in approved plans or specifications; or
(d) The performance by a person, firm or corporation employed by you and
the completion of said work by said person, firm or corporation.
then the effective date of the expansion and the payment of increased rent
thereunder shall be accelerated by the number of days of such delay.
All monies due from you for leasehold improvements must be paid to Lessor
prior to your occupancy of your space.
Upon your approval as indicated below, Lessor will begin construction of
your leasehold improvements and estimate construction completion within 4 weeks
of commencement of construction.
Sincerely,
/s/ DAVID A. TERMAN 7/7/95 By: [ILLEGIBLE]
- - ------------------- -------- -------------------------------
Tenant Acceptance Date Sales Director
[ILLEGIBLE]
-------------------------------
Director of
Tenant Improvements
<PAGE> 1
MODIFICATION AND RATIFICATION OF LEASE
This Expansion, Modification and Ratification of Lease is made and entered
into, effective the 1st day of May, 1996, between WOODLANDS OFFICE EQUITIES -
'95 LIMITED (Lessor") and CHAMPION COMMUNICATIONS SERVICES, INC. ("Lessee") for
and in consideration of One Dollar ($1.00), and other good and valuable
consideration.
WITNESSETH:
1. Lessor and Lessee hereby confirm and ratify (as modified below) all of the
terms, conditions and covenants in that certain written Lease Agreement
("Lease") between the parties dated November 10, 1994, modified by Modification
and Ratification of Lease dated April 4, 1995 and modified by Modification and
Ratification of Lease dated July 24, 1995, under which Lessee has leased from
Lessor approximately 5,441 square feet of net rentable area in that building
located at 1610 Woodstead Court, Suite 330, The Woodlands, Montgomery County,
Texas ("Building").
2. Lessor and Lessee agree that effective April 1, 1996 ("Expansion Area
Effective Date"), the area of the Premises shall be increased by 109 square
feet of net rentable area ("Expansion Area") which Expansion Area is outlined
on attached Exhibit "A", changing the size of the Premises to 5,550 square feet
of net rentable area.
3. Lessor and Lessee agree that, effective on the Expansion Area Effective
Date, the Base Rent, as set out in Section 5 of the Lease Agreement, shall be
as follows:
<TABLE>
<CAPTION>
Period Monthly Base Rent
------ -------------------
<S> <C>
April 1, 1996 through November 30, 1997 $5,044.00 per month
December 1, 1997 through December 31, 1999 $5,162.08 per month
</TABLE>
4. Lessor agrees to provide Lessee with $600.00 toward the cost of improvements
to the Expansion Space.
<PAGE> 2
Signed this the 1st day of May, 1996, at The Woodlands, Texas.
<TABLE>
<S> <C>
LESSEE: LESSOR
CHAMPION COMMUNICATIONS SERVICES, WOODLANDS OFFICE EQUITIES-'95
INC. LIMITED, By: The Woodlands Office
Equities, Inc., Its General
Partner
BY: /s/ DAVID A. TERMAN BY: /s/ ERIC H. WOJNER
----------------------------- -------------------------------
NAME: David A. Terman NAME: Eric H. Wojner
--------------------------- -----------------------------
TITLE: President TITLE: Vice President/
-------------------------- ----------------------------
Investment Properties
</TABLE> ----------------------------
<PAGE> 3
[MAP OF THE WOODSTEAD BUILDING THIRD FLOOR]
<PAGE> 1
RADIUS COMMUNICATION PRODUCTS RESELLER AGREEMENT
This Radius, Communication Products Reseller Agreement ("Agreement") is
made and entered into as of September 22, 1994 ("Agreement Date") at
Schaumburg, Illinois, by and between MOTOROLA, INC., a Delaware Corporation
having a principal place of business at 1301 E. Algonquin Road, Schaumburg,
Illinois 60196 ("Motorola" or "Seller") and Champion Comm. Services, Inc. a
Delaware Corporation with a principal place of business at Houston, Tx.
("Buyer" or "Reseller").
1. TERM, PRODUCTS, RETAIL SALE ONLY, AND SALES AGENTS.
The initial term of this Agreement shall commence as of 9/23/94 and shall
continue for a term expiring on June 30th of each year unless sooner terminated
as provided in this Agreement. Thereafter, this Agreement shall renew
automatically for successive one-year additional terms unless terminated by
either party in writing no less than thirty days prior to the expiration date of
the initial or any additional term or unless otherwise terminated pursuant to
the terms of this Agreement.
During the term of this Agreement, Buyer agrees to purchase and Seller
agrees to sell selected Radius Communication Products as listed on Attachment A
to this Agreement ("Products"). Motorola in its sole discretion may revise the
list of selected Products from time to time without any liability to Buyer.
Also in its sole discretion, Motorola may discontinue the production or sale or
modify the design or material specifications of any Products or parts of any
Products without any liability or obligations to Buyer or its customers.
Buyer specifically acknowledges the existence of other products and
product lines of Motorola and agrees and consents to the limitation of this
Sales Agreement solely to selected Motorola Radius Communication Products as
listed on Attachment A, Products and Pricing Schedule, attached to this
Agreement and made a part of it.
Buyer shall sell the Products purchased under this Agreement at retail sale
only, (i.e., to end users).
Additionally, Buyer shall refrain from appointing without the prior written
approval of Motorola any sales agent or representative (other than its
employees) in connection with the performance of this Agreement. In the event
that Motorola grants such approval, it is understood that such appointment
shall be made only in the name and for the account of Buyer and shall be for a
term no greater than the term of this Agreement. Buyer shall not grant to such
sales agent or representative any rights greater than those which are granted
by Motorola to Buyer under this Agreement. Buyer shall also impose on such
sales agent and representative the same obligations as Motorola has imposed on
Buyer under this Agreement for the purpose of protecting the goodwill of
Motorola and the Products.
Buyer shall provide Motorola with information in detail satisfactory to
Motorola regarding any sales agent or representative proposed by Buyer for
appointment.
2. PRICES.
The prices for the applicable quantity of Products purchased pursuant to
this Agreement shall be as set forth on the Pricing Schedule which is attached
to this Agreement as Attachment A, Products and Pricing Schedule. Such prices
are subject to change upon thirty days written notice to Buyer.
3. ORDERS, ACCEPTANCE, CREDIT APPROVAL.
Purchase and sale shall occur only by Motorola's acceptance of Orders
submitted by Buyer. An order may be submitted on the Reseller Order form
attached to this Agreement as Attachment B and incorporated by reference into
it. Such form may be amended from time to time by Motorola. Facsimile,
telegraph and verbal orders may also be submitted. Acceptance shall be
documented by a Motorola invoice sent to Buyer. Buyer acknowledges and agrees
that the invoice is accurate and final unless objected to in writing within ten
days of receipt by Buyer.
Acceptance shall be only upon the terms and conditions of this Agreement
and the listed Attachments. The only effect of any terms and conditions in
Buyer's purchase orders or elsewhere shall be to request the time and place of
delivery and number of Products to be delivered, but they shall not change,
alter or add to these terms and
-1-
<PAGE> 2
conditions in any way. One of the conditions of acceptance is Buyer's obtaining
and maintaining credit approval from Motorola. Buyer shall provide Motorola
with financial information and statements as requested by Motorola to obtain
and maintain Buyers credit approval.
4. CANCELLATION.
Buyer may cancel an individual order by giving Motorola notice of such
cancellation which notice must be received by Motorola at least six or more
days prior to the scheduled shipping date of such order. Motorola shall not
cancel an individual order when the notice is received by Motorola within five
days of the scheduled shipping dale of the order.
5. SHIPPING, DELIVERY, PAYMENT, TITLE AND SECURITY.
(a) Shipping and handling charges shall be as set forth in Attachment A.
Such shipping and handling charges are subject to change upon thirty days
written notice to Buyer.
(b) Each delivery will be separately invoiced without regard to other
deliveries. Payment for each invoice will be according to the payment terms set
forth in Attachment A. Such payment terms are subject to change upon thirty
days written notice to Buyer.
(c) Shipping or delivery dates are best estimates only. Motorola reserves
the right to make deliveries in installments and the contract shall be
severable as to such installments. Delivery delay or default of any installment
shall not relieve Buyer of its obligation to accept and pay for remaining
deliveries. IN NO EVENT SHALL MOTOROLA BE LIABLE FOR INCREASED COSTS, LOSS OF
PROFITS OR GOODWILL OR ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES DUE TO
LATE OR NONDELIVERY OF PRODUCTS.
(d) Title to Products sold and risk of loss shall pass to Buyer at the
shipping point. Buyer grants to Motorola a security interest in and lien upon
all of Buyer's now existing or hereinafter acquired inventory of the Products
and all of Buyer's accounts, chattel paper, instruments, contract rights,
general intangibles, accounts receivable and the proceeds thereof now existing
or hereinafter arising out of Buyer's sale or other disposition of the
Products. Buyer agrees to cooperate in whatever manner necessary to assist
Motorola in perfecting and recording such security interest and lien by
completing the UCC 1 form attached to this Agreement as Attachment C and such
other security as Motorola may from time to time request, all such security
interests and liens to become part of this Agreement.
6. WARRANTY.
Motorola warrants the Products in accordance with the Limited Warranty
attached to the Agreement as Attachment D and made a part of it and makes no
representation or warranty of any other kind. This Limited Warranty is extended
by Motorola not to Buyer but to the original purchaser of the Products from
Buyer and is not assignable or transferable to subsequent purchasers. Buyer,
upon the sale of the Products, is authorized to provide this Limited Warranty
to its customers and shall deliver to its customers the printed Limited
Warranty attached hereto as Attachment D. Buyer shall not issue any warranties
or guarantees with respect to the Products which purport to obligate Motorola
to any person or entity other than the aforesaid Limited Warranty furnished for
the Products by Motorola. Such Warranty may be changed from time to time by
Motorola on one hundred twenty days prior written notice to Buyer. SUCH
WARRANTY IS GIVEN IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WHICH
ARE SPECIFICALLY EXCLUDED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTY
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE RADIUS COMMERCIAL
WARRANTY DOES NOT APPLY OUTSIDE OF THE FIFTY UNITED STATES AND THE DISTRICT OF
COLUMBIA.
7. PATENT, COPYRIGHT AND TRADEMARKS.
(a) INDEMNIFICATION. Motorola agrees to defend, at its expense, any suits
against Buyer based upon a claim that any Motorola-manufactured Products
furnished hereunder directly infringe a U.S. patent or copyright and to pay
costs and damages finally awarded in any such suit, provided that Motorola is
notified promptly in writing of the suit and, at Motorola's request and at its
expense, is given control of said suit and all requested assistance for defense
of same. If the use or sale of any such Product(s) furnished hereunder is
enjoined as a result of such suit, Motorola, at its option and at no expense to
Buyer, shall obtain for Buyer the right to use or sell such Product(s), or
shall substitute an equivalent Product reasonably acceptable to Buyer and shall
extend this indemnity thereto, or shall accept the return of such Product(s)
and reimburse Buyer the purchase price therefor less a reasonable charge for
reasonable wear and tear. This indemnity does not extend to any suit based
upon any infringement or alleged infringement of any patent or copyright by the
combination of any such Product(s) furnished hereunder and other elements nor
does it extend to any such Product(s) of Buyer's design or formula. The
foregoing states the entire liability of Motorola for patent or copyright
infringement. IN NO EVENT SHALL MOTOROLA BE LIABLE FOR INCIDENTAL OR
CONSEQUENTIAL DAMAGES ARISING FROM INFRINGEMENT OR ALLEGED INFRINGEMENT OF
PATENTS OR COPYRIGHTS.
(b) COPYRIGHTS AND MASK WORKS. Laws in the United States and other
countries preserve for Motorola certain exclusive rights in the Motorola
Software, mask works and other works of authorship furnished
-2-
<PAGE> 3
hereunder, including without limitation the exclusive right to prepare works
derived from same, reproduce same in copies and distribute copies of same. Such
Motorola Software, mask works and other works of authorship may be used in and
redistributed only with the Products associated with same. No other use,
including without limitation reproduction, modification or disassembly of such
Motorola Software, mask works or other works of authorship or exercise of
exclusive rights in same, is permitted.
(c) REVERSE ENGINEERING. Buyer acknowledges Motorola's claim that the
Motorola Software and Products furnished hereunder contain valuable trade
secrets of Motorola and therefore agrees that it will not translate, reverse
engineer, de-compile or disassemble or make any other unauthorized use of such
Motorola Software and Products. Since unauthorized use of such Motorola
Software and Products will greatly diminish the value of such trade secrets and
cause irreparable harm to Motorola, Buyer agrees that Motorola, in addition to
any other remedies it may have, shall be entitled to equitable relief to
protect such trade secrets, including without limitation temporary and
permanent injunctive relief without the proving of damage by Motorola.
(d) TRADEMARK AND PROPRIETARY MARKS.
(1) The Products shipped under the terms and conditions of this
Agreement will carry Motorola's trademark and proprietary marks or such other
logo or proprietary marks as Motorola may expressly agree to in writing prior
to any use of such other logo or mark.
(2) Buyer hereby acknowledges the validity of the trademark "RADIUS"
as well as of all other proprietary marks which are affixed to the Motorola
Products and agrees that the aforesaid trademark and proprietary marks are and
shall remain the property of Motorola.
(3) Buyer shall not do anything to infringe upon, harm, or contest the
validity of the aforesaid trademark or other proprietary marks of Motorola.
(4) Buyer may use the trademark "RADIUS" in connection with the
promotion or sale of such Motorola Products and state that such Products are
manufactured by Motorola. Except as Motorola may otherwise specifically
provide, such promotion shall be at Buyer's sole cost and expense.
(5) Buyer agrees that it shall not use the trademark "RADIUS" as part
of the name under which it conducts business.
(6) Permission to display the word "MOTOROLA", "RADIUS" or any other
proprietary word or symbol owned by Motorola or its affiliates, is only as
stated above and it is expressly understood that nothing herein shall grant to
Buyer any right, title or interest in the words "MOTOROLA", "RADIUS" (either
alone or in association with other words, names or symbols), or in the
corporate name of Motorola, or any part thereof or in any other trademark or
trade name adopted by Motorola or its affiliates.
(7) In order that Motorola may protect its trademarks, trade names,
corporate slogans, goodwill and product designations, Buyer shall not use any
such marks, names, slogans, or designations in any advertising copy,
promotional material, signs or other written or printed material except in a
form specifically approved in writing by Motorola.
(8) If, as set forth in subparagraph (4) above, any such mark is used
in signs, advertising or in any other manner by Buyer, Buyer will, upon
termination or expiration of this Agreement, immediately discontinue all such
use or display.
(e) LICENSE DISCLAIMER. Except for the right to use the Motorola Software
and Products for the purpose provided herein which arises by operation of law
and except as expressly provided in the Agreement, nothing contained in this
Agreement shall be deemed to grant to Buyer either directly or by implication,
estoppel or otherwise, any license or right under any patents, copyrights,
trademarks or trade secrets of Motorola or any third party.
8. USE OF BUYER'S NAME.
Motorola may advertise the Products subject to this Agreement and Motorola
may with Buyer's consent use Buyer's name in such advertising. To assist Buyer
in promoting sales Motorola may furnish such promotional literature and other
advertising aids as Motorola deems necessary.
9. TERM, TERMINATION.
This Agreement will begin on the Agreement Date and is effective for the
term indicated in Paragraph 1 unless terminated sooner according to this
Paragraph. This Agreement may be terminated:
(a) by either party without cause upon sixty days prior written notice to
the other party; or
(b) by Motorola immediately upon the occurrence of any of the following
events:
(1) a breach of any term or provision of Paragraphs 7 or 15;
(2) a change in the control or management of Buyer which is
unacceptable to Motorola;
(3) Buyer ceasing to function as a going concern, declaring
bankruptcy, having a receiver for it appointed, or otherwise taking advantage
of any insolvency law;
(4) Buyer's failure to cure a breach of this Agreement, other than a
breach of Paragraphs 7 or 15, within thirty days after Motorola's written
notification to Buyer of such breach;
-3-
<PAGE> 4
(5) the untrue statement of a material fact, or omission to state a
material fact necessary to make the statements contained therein not
misleading, in any written information or statement furnished by Buyer to
Motorola in connection with this Agreement or the performance of this
Agreement;
(6) Buyer's engaging in any practice with respect to the Products which
is determined to be an illegal or unfair trade practice in violation of any
applicable Federal, State or Local law, or which in the opinion of counsel to
Motorola is an illegal or unfair trade practice in violation of any applicable
Federal, State or Local law;
(7) any direct or indirect sale of Products by Reseller outside of the
fifty United States and the District of Columbia which are not in accordance
with Paragraph 20 of this Agreement; or
(8) any use by Buyer of any sales agent or representative (other than
its employees) in connection with the performance of this Agreement without the
prior written approval of Motorola.
(c) Nothing contained in this Agreement shall be deemed to create any
express or implied obligation on either party to renew or extend this Agreement
or to create any right to continue this Agreement on the same terms and
conditions contained in it.
10. EFFECT OF TERMINATION OR EXPIRATION.
(a) Neither Motorola nor Buyer shall be liable to the other, or to any
other party, by virtue of the termination or expiration of this Agreement for
any reason whatsoever, or by virtue of the cancellation of any orders for the
Products that are undelivered on the effective date of any termination of this
Agreement, including, but not limited to, any claim for loss of profits or
prospective profits for anticipated sales of Radius Communication Products.
(b) All sums owed by either party to the other shall become due and payable
immediately upon termination of this Agreement.
(c) Upon termination or expiration of this Agreement, Buyer shall, within
two working days of such termination or expiration, deliver to such address as
Motorola shall specify all Motorola property, including but not limited to all
catalogs, drawings, designs, engineering photographs, samples, literature,
sales aids and other confidential business information and trade secrets of
Motorola in Buyer's possession.
(d) Upon expiration or termination, Motorola shall be relieved of any
obligation to make any further shipments under this Agreement and, with respect
to termination, may cancel all of Buyer's unshipped orders for the Products,
irrespective of previous acceptance by Motorola. Motorola shall have no
obligation or liability to Buyer or its prospective customers in connection
with any such cancellations.
(e) Motorola's acceptance of any order by Buyer for the Products after the
termination or expiration of this Agreement shall not be construed as a renewal
or extension of this Agreement, nor as a waiver of termination.
(f) The terms, provisions, representations and warranties contained in this
Agreement that by their sense and context are intended to survive the
performance thereof by either or both parties shall so survive the completion
of performances and termination or expiration of this Agreement, including the
making of any and all payments due under this Agreement.
11. TAXES.
Except for the amount, if any, of Federal, State, or Local taxes stated in
Attachment A, the prices set forth herein are exclusive of any amount for
Federal, State, or Local excise, sales, use, property, retailers' occupation or
similar taxes. If any such excluded taxes are determined to be applicable to
this transaction or if Motorola is required to pay or bear the burden of such
taxes, the prices set forth herein shall be increased by the amount of such
taxes and any interest or penalty thereon, and Buyer shall pay to Motorola the
full amount of any such increase no later than ten days after receipt of an
invoice for such taxes, or Buyer may provide Motorola an executed resale
exemption certificate as required by state tax authorities to establish Buyer's
tax exempt status as a reseller under this Agreement.
12. EXCUSABLE DELAYS.
Motorola shall not be liable for any delay or failure to perform due to any
cause beyond its control. Causes include but are not limited to strikes, acts
of God, acts of the Buyer, interruptions of transportation or inability to
obtain necessary labor, materials or facilities, or default of any supplier.
The delivery schedule shall be considered extended by a period of time equal to
the time lost because of an excusable delay. In the event Motorola is unable to
wholly or partially perform because of any cause beyond its control, Motorola
may terminate any order without any liability to Buyer.
13. WAIVER.
The failure of either party to insist in any one or more instances upon the
performance of any of the terms, covenants, or conditions in this Agreement, or
to exercise any right under this Agreement, shall not be construed as a waiver
or relinquishment of the future performance of any such term, covenant, or
condition or the future exercise of any such right but the obligation of each
party with respect to such future performance shall continue in full force and
effect.
-4-
<PAGE> 5
14. FCC AND OTHER GOVERNMENT MATTERS.
Buyer or the end-user is solely responsible for obtaining any licenses or
other authorizations required by the Federal Communications Commission ("FCC")
or any other Federal, State or Local governmental agency. Buyer is solely
responsible for complying with applicable FCC rules and regulations and the
applicable rules and regulations of any other Federal, State or Local
governmental agency. Neither Motorola nor any of its employees is an agent of
Buyer or the end-user in FCC or other governmental matters.
15. COMPLIANCE WITH LAW.
Buyer shall at all times conduct its efforts hereunder in strict accordance
with all applicable Federal, State and Local laws and regulations and with the
highest commercial standards. Buyer agrees to promptly comply with any notices
received from Motorola regarding compliance with any State or Federal law
including but not limited to laws regarding warranty or consumer protection.
16. COMMUNICATIONS SERVICES.
Buyer agrees that communications services such as Specialized Mobile Radio,
community repeater or other communications services are not provided under the
Agreement. Buyer or the end-user must enter into separate agreements with the
service provider(s) to obtain such services. MOTOROLA DISCLAIMS LIABILITY FOR
RANGE, COVERAGE, AVAILABILITY OR OPERATION OF ANY SYSTEM.
17. LIMITATIONS.
(a) LIMITATION OF LIABILITY. EXCEPT FOR PERSONAL INJURY AND EXCEPT AS
PROVIDED FOR IN THE SECTION "PATENT, COPYRIGHT AND TRADEMARKS", MOTOROLA'S
TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WHETHER FOR BREACH
OF CONTRACT, WARRANTY, MOTOROLA'S NEGLIGENCE, STRICT LIABILITY IN TORT OR
OTHERWISE, IS LIMITED TO THE PRICE OF THE PARTICULAR PRODUCTS SOLD HEREUNDER
WITH RESPECT TO WHICH LOSSES OR DAMAGES ARE CLAIMED. BUYER'S SOLE REMEDY IS TO
REQUEST MOTOROLA AT MOTOROLA'S OPTION TO EITHER REFUND THE PURCHASE PRICE, OR
REPAIR OR REPLACE PRODUCTS THAT ARE NOT AS WARRANTED. IN NO EVENT, WHETHER FOR
BREACH OF CONTRACT, WARRANTY, MOTOROLA'S NEGLIGENCE, STRICT LIABILITY IN TORT,
OR OTHERWISE, WILL MOTOROLA BE LIABLE FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL
DAMAGES, INCLUDING, BUT NOT LIMITED TO, FRUSTRATION OF ECONOMIC OR BUSINESS
EXPECTATIONS, LOSS OF PROFITS, LOSS OF DATA, COST OF CAPITAL, COST OF
SUBSTITUTE PRODUCT(S), FACILITIES OR SERVICES, DOWNTIME COST OR ANY CLAIM
AGAINST BUYER BY ANY OTHER PARTY.
(b) INSURANCE. IT IS FURTHER UNDERSTOOD THAT MOTOROLA IS NOT AN INSURER AND
THAT BUYER SHALL OBTAIN ALL INSURANCE, IF ANY, THAT IS DESIRED AND THAT
MOTOROLA DOES NOT REPRESENT OR WARRANT THAT MOTOROLA PRODUCTS WILL AVERT OR
PREVENT OCCURRENCES, OR THE CONSEQUENCES THEREFROM, WHICH ARE MONITORED,
DETECTED OR CONTROLLED WITH USE OF THE PRODUCTS.
(c) TIME TO SUE. EXCEPT FOR MONEY DUE UPON OPEN ACCOUNT, NO ACTION SHALL BE
BROUGHT FOR ANY BREACH OF THIS AGREEMENT MORE THAN TWO YEARS AFTER THE ACCRUAL
OF SUCH CAUSE OF ACTION EXCEPT WHERE A SHORTER LIMITATION PERIOD IS PROVIDED BY
APPLICABLE LAW.
(d) NO REPRESENTATIONS. THE ISSUANCE OF INFORMATION, ADVICE, APPROVALS,
INSTRUCTIONS OR COST PROJECTIONS BY MOTOROLA'S SALES PERSONNEL OR OTHER
REPRESENTATIVES SHALL BE DEEMED EXPRESSIONS OF PERSONAL OPINION ONLY AND SHALL
NOT AFFECT MOTOROLA'S AND BUYER'S RIGHTS AND OBLIGATIONS HEREUNDER UNLESS THE
SAME IS IN WRITING AND SIGNED BY AN OFFICER OF MOTOROLA WITH THE EXPLICIT
STATEMENT THAT IT CONSTITUTES AN AMENDMENT TO THIS AGREEMENT.
18. FORECAST.
During the term of this Agreement, Buyer shall update, on a monthly basis,
its inventory of Products and provide Seller, in a form to be provided by
Seller, a monthly usage forecast to assist Seller in maintaining an orderly
production flow for the purpose of meeting Buyer's delivery requirements.
Buyer's failure to provide such information may be considered cause by Seller
for excusable delivery delay.
19. PARTY RELATIONSHIP.
This Sales Agreement does not create an agency, joint venture or
partnership between Buyer and Seller. Neither party shall impose or create any
obligation or responsibility, express or implied, or make any promises,
representations or warranties on behalf of the other party, other than as
expressly provided herein.
-5-
<PAGE> 6
20. SALES OUTSIDE OF THE UNITED STATES.
In the event that Reseller elects to sell Motorola Radius Products or
services to entities outside of the United States, Reseller does so solely at
its own option and risk. Reseller remains solely and exclusively responsible
for compliance with all statutes and regulations governing sales to foreign
entities. These statutes include, but are not limited to those of the United
States Government including United States export control law and those of the
foreign entity involved, as well as those of certain international
organizations whose function it is to regulate such sales, such as The
Coordinating Committee for East West Trade. Radius makes no
representations, certifications or warranties whatsoever with respect to the
ability of its goods, services or prices to satisfy any such statutes or
regulations. Failure of the Reseller to conduct any sales to foreign entities
in strict accordance with all statutes and regulations of all governments and
organizations involved shall constitute a material breach of this Agreement.
The Radius Limited Warranty does not apply outside of the fifty United States
and the District of Columbia.
21. SALES TO THE U.S. GOVERNMENT.
In the event that Reseller sells Products or services to the U.S.
Government, or to a prime contractor selling to the U.S. Government, Reseller
does so at its own option and risk. Reseller remains solely and exclusively
responsible for compliance with all statutes and regulations governing sales to
the U.S. Government. Motorola Radius makes no representations, certifications
or warranties whatsoever with respect to the ability of its goods, services or
prices to satisfy any such statutes or regulations. Failure of the Reseller to
conduct any sales to the U.S. Government, or to U.S. Government prime
contractors, in strict accordance with U.S. law shall constitute a material
breach of this Agreement.
22. GENERAL.
(a) Except for changes by Motorola in the various attachments to this
Agreement or in the price, design, terms of sale, warranty, or specifications
of the Products, any amendment to this Agreement must be in writing and signed
by an authorized representative of Motorola and Reseller.
(b) Buyer acknowledges that it has read and understands these terms and
conditions and agrees to be bound by them, and that this Agreement, including
the Attachments, is the complete and exclusive statement of the agreement
between the parties and supersedes all proposals, oral or written, and all
other communications between the parties relating to the subject matter hereof.
(c) This Agreement is binding upon and shall inure to the benefit of the
parties hereto and their respective heirs, executors, legal representatives,
successors and assigns. Buyer may not assign this Agreement without the express
written consent of Seller.
(d) If any provision of this Agreement is contrary to, prohibited by or
held invalid by any law, rule, order or regulation of any government or by the
final determination of any State or Federal Court, such invalidity shall not
effect the enforceability of any other provisions not held to be invalid.
(e) Section and paragraph headings used in this Agreement are for
convenience only and are not to be deemed or construed to be part of this
Agreement.
(f) CONTROLLING LAW. THIS DOCUMENT AND THE RIGHTS AND DUTIES OF THE PARTIES
SHALL BE GOVERNED AND INTERPRETED ACCORDING TO THE LAWS OF THE STATE OF
ILLINOIS.
The parties deem this Agreement to be executed by their duly authorized
representatives on the Agreement Date.
SELLER: BUYER:
MOTOROLA, INC. CHAMPION COMM. SERVICES, INC.
David A. Terman
------------------------------
By: /s/ LEO ZIMINSKY By: /s/ DAVID A. TERMAN
------------------------------- ---------------------------
(Authorized Signature) (Authorized Signature)
Title: Leo Ziminsky Title: President
---------------------------- ------------------------
V.P. and General Manager
November 8, 1994
Attachments Included:
A. Products and Pricing Schedule
B. Reseller Order Form
C. Uniform Commercial Code UCC 1
D. Limited Warranty
-6-
<PAGE> 7
AMENDMENT TO RESELLER AGREEMENT
This amending agreement is made and entered into this 22 day of
September, 1994 by and between MOTOROLA ("Motorola"), and Champion Comm.
Services, Inc. ("Buyer").
WHEREAS, the parties hereto made and entered into a written RADIUS
COMMUNICATION PRODUCTS RESELLER AGREEMENT on September 22, 1994 ("Reseller
Agreement") which provides that Buyer shall sell the Products purchased under
the Agreement to end users only and that Buyer shall not appoint sales agents
or representatives in connection with the performance of the Agreement without
the prior approval of Motorola, and
WHEREAS, Buyer recognizes Motorola's interest in planning and maintaining
an efficient product distribution system to encourage Buyer and other resellers
to make the investments necessary to expand Motorola's distribution of Products
and services and to provide the highest levels of customer satisfaction.
THEREFORE, Motorola and Buyer agree as follows:
1. Paragraph 9(b)(8) of the Reseller Agreement ("TERM, TERMINATION") is
deleted and replaced with the following: "any direct or indirect sale
of Products by Reseller other that at retail (i.e., other than to
end-users) and/or any sale in connection with a sales agent or
representative not approved by Motorola. Buyer further agrees to pay
to Motorola damages of $150.00 for each unit so sold in addition to or
in lieu of termination, at Motorola's discretion. Any such payment
shall be in accordance with the payment terms set forth in Attachment
A. Buyer agrees to give to Motorola and to its accountants and other
representatives full access to all books, contracts, commitments and
records of Buyer related to Buyer's sale of Products, and to furnish
all other information with respect to its affairs, as deemed necessary
by Motorola to determine the amount of any such payment owed."
2. In all other respect, the Reseller Agreement shall continue in full
force and effect.
3. This amendment shall become effective on the date hereof.
MOTOROLA: BUYER:
/s/ DAVID A. TERMAN
-----------------------------------
By: /s/ LEO ZIMINSKY By: David A. Terman
------------------------------- --------------------------------
Title: Leo Ziminsky Title: President
---------------------------- -----------------------------
V.P. and General Manager
November 8, 1994
<PAGE> 8
MASTER AMENDMENT NO.1
to
MOTOROLA INC. RADIUS COMMUNICATION PRODUCTS RESELLER AGREEMENT
("Agreement")
between
MOTOROLA, INC. ("Motorola")
and
Champion Communication Services Inc. ("Reseller")
The Woodlands, Texas (City, State")
Effective the Motorola execution date shown below, Reseller and Motorola
agree that the Agreement is changed as follows:
A. Subparagraph 9(b)(8) of the Agreement entitled, "TERM, TERMINATION" is
replaced in its entirety with the following:
"any direct or indirect sale of the Products by Reseller that does not
comply with Reseller's covenant to limit its distribution of the Products
purchased under this Agreement to direct sale by Reseller only to customers at
retail for end use as limited by the terms and conditions of this Agreement.".
B. The following new sections are added to the end of the Agreement:
"AA. RESELLER MARKETING REPORTS
Reseller shall provide to Motorola by the first Wednesday of each month
during any term of this Agreement, a marketing report ("Reseller Marketing
Report") by customer name setting forth the number of units of each of the
Products sold by Reseller during the preceding month, including dollar volume
of sales by ultimate destination zip code, customer Standard Industrial Code
("SIC"), or other categories or industry groupings requested by Motorola.
Reseller shall provide said information by completing and sending to Motorola a
marketing report in whatever form requested by Motorola. The current form of
marketing report is attached to this amendment as Attachment 1-Reseller
Marketing Report Form.
In the event Reseller fails to provide Motorola any marketing report called
for by this Agreement and Reseller fails to cure such failure within fifteen
(15) days of notice of such failure from Motorola then, in addition to
Motorola's other rights and remedies under the Agreement, at law or in equity,
Motorola may withhold any further processing of any Reseller order for Products
until each such report is provided to Motorola as required by the Agreement.
BB. Per Unit Administrative Processing Charge
Reseller agrees to limit its distribution of the Products purchased under
the Agreement to direct sale by Reseller to customers at retail for end use as
limited by the terms and conditions of the Agreement. Reseller acknowledges
that its defined role in Motorola's distribution system is necessary, in order
to encourage Motorola, Reseller and Motorola's other resellers, distributors
and dealers to make the distribution efforts necessary to expand Motorola's
distribution of Products and to provide the highest levels of customer
satisfaction.
(See Reverse Side)
<PAGE> 9
Reseller and Motorola agree that Motorola shall incur serious damages if
Reseller's sale of any Products unit fails to comply with the aforementioned
provisions of the Agreement and, further, that the amount of those damages are
uncertain and difficult of estimation because such damages include by way of
illustration but not Limitation, Motorola undertaking a variety of record
keeping, administrative and operational activities and the costs and expenses
related thereto for each such breach of the Agreement by Reseller.
In addition to Motorola's other rights and remedies under the Agreement, at
law or in equity, to compensate Motorola for such damages, Motorola and
Reseller agree that for each such Products unit sale, as stipulated damages and
not as a penalty, on a per Products unit involved in the transaction basis, the
stipulated sum shall be a Per Unit Administrative Processing Charge which shall
consist of the difference between Motorola's Suggested List Price and the
Reseller purchase price listed in Motorola's then current Reseller Price Book
for each Products unit involved in each such non-compliant sale ("Per Unit
Administrative Processing Charge"). To assist in the identification of each
Reseller Products unit subject to the Per Unit Administrative Processing
Charge, Reseller shall give to Motorola full cooperation and access to all of
Reseller's books, contracts and records related in any way to Reseller's sale
of Products units, and to furnish to Motorola all other information with
respect to its affairs, as deemed necessary by Motorola, to identify each such
Products unit.
Motorola shall invoice Reseller for each Per Unit Administrative Processing
Charge. Payment for each such invoice shall be due upon Reseller's receipt of
invoice. In the event Reseller fails to pay an outstanding Per Unit
Administrative Processing Charge invoice within thirty (30) days of the date
such payment is due, in addition to Motorola's other rights and remedies under
the Agreement, at law or in equity, Motorola may withhold any further
processing of any Reseller order for Products until such payment is made."
C. This Master Amendment No. 1 replaces and supersedes any existing
amendment to the Agreement which had as its purpose an amendment to Paragraph 9
(b)(8) of the Agreement. Upon the Motorola execution date shown below, any such
existing amendment between Reseller and Motorola is no longer of any force or
effect.
Except as specifically amended above, the Agreement remains in full force and
effect in accordance with all its terms. conditions and amounts.
MOTOROLA. INC.: RESELLER:
By: /s/ LEO ZIMINSKY By: KEN NOTTER
----------------------------- -------------------------------
Print Name: Leo Ziminsky Print Name: Ken Notter
--------------------- -----------------------
Title: VP Division General Manager Print Title: Sr. V.P.
RPAG - US & Canada
Motorola Execution Date: Sep-30-96 Reseller Execution Date: 9-23-96
---------- ----------
<PAGE> 1
MOTOROLA AUTHORIZED TWO-WAY RADIO DEALER AGREEMENT
This Motorola Authorized Two-Way Radio Dealer Agreement including its
attachments ("Agreement") is made and entered into as of the Agreement Date, as
defined below, at Schaumburg, Illinois, by and between MOTOROLA, INC., a
Delaware Corporation having its principal place of business at 1301 E.
Algonquin Road, Schaumburg, Illinois 60196 ("Motorola") and CHAMPION COMM.
SERVICES, INC., A Corporation (cross out two) of the State of DELAWARE having
its principal place of business at Houston, Texas ("Dealer").
WHEREAS, for many years Motorola has sold certain communications products
through a direct sales force of Motorola employees, which it has developed and
supported at great expense; and
WHEREAS, Motorola intends to continue direct distribution to customers of
communications equipment and services which because of business or technological
reasons should, in Motorola's judgment, be served by Motorola; and
WHEREAS, Motorola also desires to expand its distribution system to include
Dealer and other resellers to solicit other customers and develop other markets.
THEREFORE, it is hereby agreed as follows:
1. TERM
The initial term of this Agreement shall commence as of the Agreement Date and
shall continue for an initial term which expires on December 31 of the calendar
year that the Agreement Date occurs in, unless sooner terminated as provided in
this Agreement. Thereafter, this Agreement shall renew automatically for
successive one-year additional terms unless a written notice of non-renewal is
sent by either party no less than thirty (30) days prior to the expiration date
of the initial or successive term or unless otherwise terminated pursuant to
the terms of this Agreement.
Nothing contained in this Agreement shall be deemed to create any express or
implied obligation on either party to renew or extend this Agreement or to
create any right to continue this Agreement on the same terms and conditions
contained herein. Dealer understands that Motorola intends to review its
distribution strategy and the terms and conditions of this Agreement on an
ongoing basis.
2. PRODUCTS, PRICES, RETAIL SALE ONLY, FINDER FOR SELECTED SERVICES AND DEALER
LOCATION
(a) During the term of this Agreement, Dealer agrees to purchase and Motorola
agrees to sell, in accordance with the terms and conditions of this Agreement,
selected Motorola manufactured and non-Motorola manufactured communications
products ("Products") as listed in the then current Motorola Authorized Two-Way
Radio Dealer Price Book ("Dealer Price Book").
(b) Motorola appoints Dealer as a finder, in accordance with the terms and
conditions of this Agreement for the sale of Motorola network services
contracts ("Network Services") and Motorola maintenance service agreements
("Maintenance").
(c) As further consideration for Motorola entering into this Agreement Dealer
shall promptly refer all inquiries and leads concerning other Motorola products
and services not listed in the Dealer Price Book to such Motorola office as may
be designated by Motorola.
(d) The Dealer Price Book and Attachment B-Finder's Terms will be published by
Motorola from time to time to keep Dealer informed about products and services
available, current prices of those products and services to Dealer, available
discounts, delivery schedules and other terms and conditions of sale and doing
business with Motorola. Dealer agrees that the entire contents of the Dealer
Price Book and Attachment B-Finder's Terms are subject to change or withdrawal
at any time at the sole discretion of Motorola and, when written notice of said
changes or withdrawals has been sent to Dealer by Motorola, all earlier
inconsistent or withdrawn contents shall be automatically superseded from and
after the effective date stated in such notices. Motorola may withdraw or
change the Dealer Price Book and Attachment B-Finder's Terms and the design or
specifications for the Products, at any time, in any way, without any liability
or obligations to Dealer or its customers.
(e) Dealer specifically acknowledges the existence of other products, product
lines and services of Motorola and agrees and consents to the limitation of
this Agreement solely to the Products, Network Services, and Maintenance as
listed in the Dealer's Price Book and Attachment B-Finder's Terms. Dealer also
specifically acknowledges that Motorola distributes various products and
services by other contractual relationships, and Dealer agrees that nothing
contained in this Agreement shall be deemed to create any express or implied
obligation on Motorola to establish any such other contractual relationship
with Dealer.
(f) Dealer agrees to limit its distribution of the Products purchased under
this Agreement to direct sale by Dealer to customers at retail for end use as
limited by the terms and conditions of this Agreement. Dealer shall sell the
Products and offer Network Services and Maintenance only from the Dealer's
location written above or such other location as is expressly authorized, in
writing, by an authorized Motorola Division General Manager. Dealer shall not
appoint any sales agent or representative (other than its employees) in
connection with the performance of this Agreement; provided, however, Motorola,
in its sole discretion upon a duly executed amendment to this Agreement, may
allow Dealer to appoint specified agents to seek sales of the Products within
Dealer's Area and promotion of Network Services and Maintenance where defined
in Attachment B-Finder's Terms.
3. SUPPLEMENTARY TERMS AND CONDITIONS, PASS THROUGH PROVISIONS
Dealer agrees that the Supplementary Terms and Conditions contained in
Attachment C are incorporated into this Agreement by this reference. Dealer
acknowledges that certain of the provisions contained in Attachment C are, by
their sense and context, intended for the end user customer who will acquire
one or more of the Products from Dealer. For each such provision in Attachment
C, Dealer agrees that both prior to and as part of each transaction between it
and its customer, Dealer will notify its customer of the specific requirements,
rights, duties and limitations contained in the Warranty/Warranty Disclaimer,
Software License and Software Warranty/Warranty Disclaimer, Patent, Copyright
and Trademarks, FCC and Other Governmental Matters provisions in Attachment C,
and any other provisions Motorola may from time to time notify Dealer are
required.
4. DEALER A NON-EXCLUSIVE DEALER
Dealer is a non-exclusive dealer. Dealer specifically acknowledges the right of
Motorola in Motorola's sole and unrestricted discretion, without any liability
or obligation to Dealer, to appoint additional dealers or finders and/or make
direct or indirect sale or distribution of any Motorola products or services,
similar or dissimilar, or any non-Motorola products or services in Dealer's
defined area of primary marketing responsibility and elsewhere, anytime and to
anyone.
5. CONFIDENTIALITY
During and for three years after the termination or expiration of this
Agreement, Dealer shall maintain in strict confidence all information disclosed
to Dealer by Motorola or others, including, but not limited to, the contents of
Dealer's Price Book and Attachment B-Finder's Terms and all revisions thereof,
all price and marketing information, customer lists, drawings, technical
information and data, and other information of any nature relating to all
Motorola products and services or the sale or distribution thereof. All
information disclosed by Motorola hereunder and information Dealer obtains in
connection with this Agreement shall be used solely in furtherance of the
distribution of Motorola Products and services.
6. AREA OF PRIMARY MARKETING RESPONSIBILITY FOR PRODUCTS
Dealer agrees that its defined role in Motorola's distribution system is
necessary in order to encourage Motorola, Dealer, and Motorola's other dealers,
distributors and resellers to make the distribution efforts necessary to expand
Motorola's distribution of Products and to provide the highest levels of
customer satisfaction. Accordingly, Dealer agrees to use its best efforts to
<PAGE> 2
promote, sell and service the Products within the territory described on
Attachment A-Area of Primary Marketing Responsibility for Products, then in
effect ("Area"). Dealer acknowledges that while it may sell Products to
customers for end use by those customers outside of Dealer's Area, Dealer's
sales volume performance as a distributor of the Products will be evaluated
based only on its sales volume performance of sales to customers for use in
Dealer's Area. Dealer's use of its best efforts within the Area is essential to
the continuation of this Agreement. Motorola may modify Dealer's Area by
revising Attachment A-Area of Primary Marketing Responsibility for Products
from time to time without any liability or obligation to Dealer.
Sales to the U.S. Government: Any direct or indirect distribution,
transshipment and/or sale of Products by Dealer to the United States Government
or any of its departments, agencies or subdivisions is prohibited.
Sales outside of the United States: Any direct or indirect distribution,
transshipment and/or sale of Products by Dealer outside of the United States is
prohibited.
7. SALES PERFORMANCE
(a) Best Efforts: Dealer agrees to use and devote its best efforts during
any term of this Agreement to actively promote Network Services, and Maintenance
and actively promote and sell the Products to maximize the sale at retail to
end users in Dealer's Area in accordance with this Agreement. Regarding the
promotion of Network Services, Dealer shall inform each customer of the radio
frequency ("RF") coverage area for each SMR and/or CR as listed in Attachment
B-Finder's Terms using only RF coverage maps supplied to Dealer by Motorola.
(b) Permitted and Prohibited Advertising: Dealer's sales and service
personnel shall be kept properly informed by Dealer as to all of the
advertising and marketing programs and policies of Motorola and shall pursue
said programs and policies in a manner reflecting the high standards, valuable
goodwill and business reputation of Motorola. To assist Dealer in promoting
sales of the Products, Motorola may furnish such promotional literature and
other advertising aids as Motorola deems necessary.
Motorola may advertise and promote the Products and Motorola may use Dealer's
name in such advertising and promotions.
Due to such things as the importance of customer contact in connection with the
sales of the Products, Dealer shall not promote, advertise, or sell the
Products outside of Dealer's Area through mail order, phone bank solicitation,
catalog sales or similar activities.
(c) Performance Standards: Motorola will evaluate Dealer's performance with
respect to the sale of Products, Network Services and Maintenance primarily on
the basis of Dealer's sales volume and promotional efforts. Sales volume shall
be measured by total number of units and/or total dollar sales per year of
Products sold by Dealer to customers for use in Dealer's Area and by total
number of units and/or total dollar revenues of Network Services and
Maintenance sold by Dealer pursuant to Attachment B-Finder's Terms and in this
Agreement. Motorola may, in its sole discretion, establish reasonable sales
objectives for Dealer for each contract term and may consider those
objectives, among other factors, in evaluating Dealer's sales performance.
Dealer shall achieve the performance standards set forth on Attachment
D-Performance Standards for Sales of Products, Network Services and
Maintenance, for all time periods set forth in said attachment. No later than
sixty (60) days prior to the expiration of the initial and any subsequent term
of this Agreement, Motorola shall provide performance standards for any
subsequent twelve (12) month term or other time period of this Agreement. If
Motorola does not provide new performance standards, within the time provided
in the preceding sentence, the previous year's standards shall apply on a
prorated basis until such time as the new performance standards are provided
to Dealer. Notwithstanding such revisions of performance standards, the
remaining provisions of this Agreement shall remain in full force and effect.
Dealer agrees that the provisions of this Paragraph are essential, fair and
reasonable and that Dealer's failure to meet a performance standard shall be
grounds for termination of this Agreement.
(d) Dealer Marketing Reports: Dealer shall provide to Motorola by the first
Wednesday of each month during any term of this Agreement, a marketing report
("Dealer Marketing Report") by customer name setting forth the number of units
of each Product sold by Dealer during the preceding month, including dollar
volume of sales by ultimate destination zip code, customer Standard Industrial
Code ("SIC"), or other categories or industry groupings requested by Motorola.
The Dealer Marketing Report Form shall also set forth the customer name and
monthly units and dollar volume of Motorola Network Services and Maintenance
sold during the same period. Dealer shall provide said information by
completing and sending to Motorola a marketing report in whatever form
requested by Motorola. The current form of marketing report is attached as
Attachment E-Dealer Marketing Report Form.
(e) Forecast: During the term of this Agreement, Dealer shall provide
Motorola, in a form to be provided by Motorola, a monthly usage forecast to
assist Motorola in maintaining an orderly production flow for the purpose of
meeting Dealer's delivery requirements. Dealer's failure to provide
such information may be considered cause by Motorola for excusable delivery
delay.
(f) Inspection of Dealer's Facilities: Motorola may inspect Dealer's
facilities and operations as related to Dealer's performance under this
Agreement during normal business hours and without prior notice.
8. ETHICAL PRACTICES
Motorola has historically depended on product quality and superiority,
combined with outstanding support capability, to market its products
throughout the world. Motorola believes it can continue to grow and to
prosper without succumbing to legally questionable or unethical demands or
practices. Dealer agrees to conduct its business in an ethical manner.
9. PRODUCT PURCHASES DO NOT INCLUDE COMMUNICATIONS SERVICES
Dealer agrees that its purchase of Products under this Agreement does not
include communications services such as Specialized Mobile Radio ("SMR"),
community repeater ("CR") or other communications services. Dealer or the end
user must enter into separate agreements with the service provider(s) to obtain
such services. MOTOROLA DISCLAIMS LIABILITY FOR RANGE, COVERAGE, AVAILABILITY
OR OPERATION OF ANY COMMUNICATIONS SYSTEM.
10. PARTY RELATIONSHIP
This Agreement does not create an agency, joint venture or partnership between
Dealer and Motorola. Neither party shall impose or create any obligation or
responsibility, express or implied, or make any promises, representations or
warranties on behalf of the other party, other than as expressly provided
herein. Nothing in this Agreement shall be construed so as to make Dealer, its
employees or agents an employee of Motorola, and Dealer shall not be entitled
to participate in any of Motorola's employee benefit programs. Motorola shall
not be liable to pay wages, withhold any taxes, provide any insurance, or
otherwise be obligated as an employer. Motorola shall not be responsible to any
of the various governmental agencies for Worker's Compensation Insurance or any
other type of employee insurance, withholding taxes, or social security taxes
for Dealer, employees or other agents of Dealer.
The relationship created by this Agreement is not intended by the parties to
constitute the granting of a franchise to Dealer by Motorola, and no federal
state or local franchise statute, law, regulation or rule is intended by the
parties to apply to such relationship; nor shall any such franchise statute,
law, regulation or rule be deemed or construed to apply to the formation,
operation, administration, termination or expiration of this Agreement. Dealer
expressly acknowledges and confirms that it has not paid and will not pay any
fee to Motorola in connection with this Agreement, and that none of the terms,
conditions or amounts provided for in this Agreement can be characterized to
constitute such a fee.
11. TERMINATION
This Agreement may be terminated:
(a) By either party, without cause and for its convenience, upon thirty (30)
days prior written notice to the other party at any time after the expiration
of the first one-hundred and twenty (120) days of the initial term; or
(b) By Motorola at any time upon the occurrence of any of the following
events:
(1) Dealer's failure to meet the sales performance standards set
forth in Paragraph 7, Sales Performance;
(2) a change in the control, management or ownership of Dealer which
in Motorola's sole opinion is unacceptable to Motorola;
(3) Dealer's ceasing to function as a going concern, declaring
bankruptcy, having a receiver for it appointed, or otherwise
taking advantage of any insolvency law;
(4) Dealer's failure to cure any breach of this Agreement within
fifteen (15) days after Motorola's written notification to
Dealer of such breach;
<PAGE> 3
(5) any untrue statement of a material fact, or omission to state a
material fact in any communication provided by Dealer to anyone
in connection with this Agreement, its terms, conditions or
amounts, the performance of this Agreement or any Motorola
products or services referred to by this Agreement;
(6) Dealer's engaged in any act or failure to act related to the
subject matter of this Agreement which is determined to be
illegal or an unfair or deceptive trade practice in violation of
any applicable federal, state or local law, or which in the
opinion of counsel to Motorola constitutes such an illegal,
unfair, or deceptive act or practice;
(7) any unauthorized use by Dealer of any sales agent or
representative in connection with the performance of this
Agreement;
(8) receipt of customer complaints which, in Motorola's sole
opinion, indicate that Dealer is not achieving Motorola's
standards of total customer satisfaction;
(9) Dealer's failure to conduct its business in an ethical manner
as required by Paragraph 8 - Ethical Practices.
12. EFFECT OF TERMINATION OR EXPIRATION
IF THIS AGREEMENT IS TERMINATED OR EXPIRES, OR IF MOTOROLA CANCELS ANY OF
DEALER'S ORDERS FOR THE PRODUCTS WHICH REMAIN UNDELIVERED ON THE EFFECTIVE DATE
OF ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT, EACH SUCH ACT OR
OCCURRENCE, AS APPLICABLE, IN AND OF ITSELF OR IN COMBINATION, CANNOT OPERATE
TO CREATE A CLAIM IN DEALER AGAINST MOTOROLA FOR ANY DAMAGES WHATSOEVER
(INCLUDING, BUT NOT LIMITED TO, ANY CLAIM FOR LOSS OF PROFITS OR PROSPECTIVE
PROFITS) WHICH ARE IN ANY WAY RELATED TO THE SALE OR PURCHASE OF PRODUCTS OR
SERVICES UNDER THIS AGREEMENT.
(b) All sums owed by either party to the other shall become due and payable
immediately upon termination or expiration of this Agreement.
(c) Upon termination or expiration of this Agreement, Dealer shall, within
five (5) working days of such termination or expiration, deliver to such
address as Motorola shall specify all Motorola property, including, but not
limited to, all equipment, customer data, software items, catalogs, drawings,
designs, engineering photographs, samples, literature, sales aids and any
confidential business information and trade secrets of Motorola in Dealer's
possession along with all copies.
(d) Upon termination or expiration of this Agreement, Motorola shall be
relieved of any obligation to make any further shipments under this Agreement
and, with respect to termination, may cancel all of Dealer's unshipped orders
for the Products, irrespective of previous acceptance by Motorola. Motorola
shall have no obligation or liability to Dealer, its prospective customers or
any other party in connection with any such cancellations.
(e) Motorola's acceptance of any order by Dealer for Products or customer
order submitted by Dealer for Network Services or Maintenance after the
termination or expiration of this Agreement shall not be construed as a renewal
or extension of this Agreement, nor as a waiver of termination or expiration of
this Agreement.
(f) The terms, provisions, representations and warranties contained in this
Agreement that by their sense and context are intended to survive the
performance thereof by either or both parties shall so survive the completion
of performances and termination or expiration of this Agreement, including
without limitation the making of any and all payments due under this Agreement.
13. OPTION TO REPURCHASE PRODUCTS
(a) Upon any termination or expiration of this Agreement, Dealer shall notify
Motorola in writing of its currently existing inventory of Products and
Motorola shall have the option, but not the obligation, to repurchase on the
basis of last purchased by Dealer being the first repurchased by Motorola, all
or any part of Dealer's remaining inventory of Products at the net price paid
to Motorola for such inventory of Motorola's price for such Products to its
other dealers at the time of such repurchase, whichever is lower. Said option
may be exercised upon written notice to Dealer mailed with fourteen (14) days
following the receipt by Motorola of Dealer's written inventory report. Upon
exercise of said option to repurchase, Motorola and Dealer shall take an
inventory of all Products in control of Dealer.
(b) Upon any termination or expiration of this Agreement, prior to selling
Products in its control to any third party, Dealer shall first have offered in
writing to sell such Products to Motorola for the lower of Dealer's net purchase
price or the price offered by such third party, and Motorola shall have refused
to accept such offer within ten (10) days after receipt thereof.
(c) In the event Motorola exercises its option to repurchase all or any part
of Dealer's inventory of Products, Dealer hereby agrees to sell such inventory
to Motorola as of the date of termination or expiration of this Agreement, and
to deliver the same immediately upon such termination, at Motorola's sole cost
and expense, to such place(s) as Motorola shall designate, free and clear of
any liens or encumbrances thereon, undamaged and in the original and unopened
packaging therefor.
(d) Motorola shall pay Dealer for the inventory of Motorola Products
repurchased within thirty (30) days after receipt of said Motorola Products by
Motorola. Motorola shall have the right to offset against any monies payable
hereunder for repurchased Products any monies that are due and owing from
Dealer to Motorola as of the date any such payment is due.
14. MOTOROLA FINDER FOR DEALER NETWORK SERVICES
If Dealer owns or manages any communications Network Services systems, such as
SMRs and CRs, within the United States, Dealer appoints Motorola, subject to
Motorola's express written acceptance, as a finder for such services under the
same terms and conditions under which Dealer is a finder for Motorola of
Network Services under this Agreement.
15. WAIVER
The failure of either party to insist in any one or more instances upon the
performance of any of the terms, covenants, or conditions in this Agreement or
to exercise any right under this Agreement, shall not be construed as a waiver
or relinquishment of the future performance of any such term, covenant, or
condition or the future exercise of any such right, and the obligation of each
party with respect to such future performance or future exercise of any such
right shall continue in full force and effect.
16. MOTOROLA COMMUNICATION PRODUCTS
RESELLER AGREEMENT TERMINATED
In consideration of Motorola entering into this Agreement, Dealer
agrees that any existing Motorola Communication Products Reseller agreement
between Dealer and Motorola for the sale of Motorola branded products is
terminated upon the execution of this Agreement in accordance with all the terms
and conditions of any such Motorola Communication Products Reseller agreement.
Any software license agreements between Dealer and Motorola entered into in
connection with such Reseller agreement are also terminated.
17. LIMITATIONS
(1) LIMITATION OF LIABILITY. EXCEPT FOR PERSONAL INJURY AND EXCEPT AS PROVIDED
FOR IN ATTACHMENT C IN THE SECTION "PATENT, COPYRIGHT AND TRADEMARKS",
MOTOROLA'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WHETHER
FOR BREACH OF CONTRACT, WARRANTY, MOTOROLA'S NEGLIGENCE, STRICT LIABILITY IN
TORT OR OTHERWISE, IS LIMITED TO THE PRICE OF THE PARTICULAR PRODUCTS SOLD
HEREUNDER WITH RESPECT TO WHICH LOSSES OR DAMAGES ARE CLAIMED. DEALER'S SOLE
REMEDY IS TO REQUEST MOTOROLA AT MOTOROLA'S OPTION TO EITHER REFUND THE
PURCHASE PRICE, OR REPAIR OR REPLACE PRODUCTS THAT ARE NOT AS WARRANTED, IN NO
EVENT, WHETHER FOR BREACH OF CONTRACT, WARRANTY, MOTOROLA'S NEGLIGENCE, STRICT
LIABILITY IN TORT, OR OTHERWISE, WILL MOTOROLA BE LIABLE FOR INCIDENTAL,
SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, FRUSTRATION OF
ECONOMIC OR BUSINESS EXPECTATIONS, LOSS OF PROFITS, LOSS OF DATA, COST OF
CAPITAL, COST OF SUBSTITUTE PRODUCT(S), FACILITIES OR SERVICES, DOWNTIME COST
OR ANY CLAIM AGAINST DEALER BY ANY OTHER PARTY.
(2) INSURANCE. IT IS FURTHER UNDERSTOOD THAT MOTOROLA IS NOT AN INSURER AND
THAT DEALER SHALL OBTAIN ALL INSURANCE, REQUIRED BY THIS AGREEMENT AND THAT
MOTOROLA DOES NOT REPRESENT OR WARRANT THAT MOTOROLA PRODUCTS WILL AVERT OR
PREVENT OCCURRENCES, OR THE CONSEQUENCES THEREFROM, WHICH ARE MONITORED,
DETECTED OR CONTROLLED WITH USE OF THE PRODUCTS.
(3) TIME TO SUE. EXCEPT FOR MONEY DUE UPON AN OPEN AC-
<PAGE> 4
COUNT, NO ACTION SHALL BE BROUGHT FOR ANY BREACH OF THIS AGREEMENT MORE THAN
TWO (2) YEARS AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION EXCEPT WHERE A SHORTER
LIMITATION PERIOD IS PROVIDED BY APPLICABLE LAW.
(4) NO REPRESENTATIONS. THE ISSUANCE OF INFORMATION, ADVICE, APPROVALS,
INSTRUCTIONS OR COST PROJECTIONS BY MOTOROLA'S SALES PERSONNEL OR OTHER
REPRESENTATIVES SHALL BE DEEMED EXPRESSIONS OF PERSONAL OPINION ONLY AND SHALL
NOT AFFECT MOTOROLA'S AND DEALER'S RIGHTS AND OBLIGATIONS HEREUNDER UNLESS THE
SAME IS IN WRITING AND SIGNED BY AN AUTHORIZED MOTOROLA DIVISION GENERAL
MANAGER WITH THE EXPLICIT STATEMENT THAT IT CONSTITUTES AN AMENDMENT TO THIS
AGREEMENT.
18. GENERAL
(a) All Attachments and the Dealer Price Book and any and all deletions,
additions and revisions thereto, are incorporated into this Agreement and made
a part hereof.
(b) This Agreement can be amended as follows:
(i) any additions, deletions, amendments or changes ("modification") to
the Dealer Price Book, or Attachments (other than Attachment
C-Supplementary Terms and Conditions) can be unilaterally made by
Motorola; Dealer's failure to terminate this Agreement when it is
sent notice of the modification shall be deemed Dealer's consent to
the modification, and this Agreement shall be deemed amended
accordingly; or,
(ii) any other additions, deletions, amendments or changes to this
Agreement must be in writing and signed by an authorized Motorola
Division General Manager and Dealer.
(c) Dealer acknowledges that it has read and understands these terms and
conditions and agrees to be bound by them, and that this Agreement, including
the Attachments and the Dealer Price Book, is the complete and exclusive
statement of the agreement between the parties and supersedes all proposals,
oral or written, and all other communications between the parties relating to
the subject matter hereof.
(d) This Agreement is binding upon, and shall inure to the benefit of, the
parties hereto and their respective heirs, executors, legal representatives,
successors and assigns. Dealer may not assign or subcontract this Agreement or
any interest herein, including, without limitation, rights and duties of
performance, without the express prior written consent of an authorized
Motorola Division General Manager.
(e) If any provision of this Agreement is contrary to, prohibited by or held
invalid by any law, rule, order or regulation of any government or by the final
determination of any state or federal court, such invalidity shall not affect
the enforceability of any other provisions not held to be invalid.
(f) Section and paragraph headings used in this Agreement are for convenience
only and are not to be used to construe the provisions of this Agreement.
(g) THIS AGREEMENT IS DEEMED BY THE PARTIES TO HAVE BEEN ENTERED INTO IN
ILLINOIS; AND THIS AGREEMENT'S INTERPRETATION, CONSTRUCTION AND THE RIGHTS,
DUTIES AND REMEDIES FOR ITS ENFORCEMENT OR BREACH ARE TO BE DECIDED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS.
Motorola and Dealer will attempt to settle any claim or controversy arising out
of this Agreement through consultation and negotiation in good faith and a
spirit of mutual cooperation. If those attempts fail, then the dispute will be
mediated by a mutually acceptable mediator to be chosen by Motorola and Dealer
within thirty (30) days after written notice by one of us demanding non-binding
mediation. Neither one of us may unreasonably withhold consent to the selection
of a mediator, and Motorola and Dealer will share the costs of the mediation
equally. By mutual agreement, however, Motorola and Dealer may postpone
mediation until we have completed some specified but limited discovery about
the dispute. The parties may also agree to replace mediation with some other
form of non-binding alternate dispute resolution ("ADR").
Any dispute which we cannot resolve between us through negotiation or mediation
within two (2) months of the date of the initial demand for it by one of us may
then be submitted to a court located in Illinois for resolution. Both Motorola
and Dealer consent to jurisdiction over it by such a court. The use of any ADR
procedures will not be construed under the doctrine of laches, waiver or
estoppel to affect adversely the rights of either party. Nothing will prevent
either of us from resorting to the judicial proceedings mentioned in this
paragraph if (a) good faith efforts to attempt resolution of the dispute under
these procedures have been unsuccessful or (b) interim relief from the court is
necessary to prevent serious and irreparable injury to one of the parties or
to others.
(h) If Dealer is a corporation, the Attestation should be completed, the
corporate seal affixed and a witness is not necessary. If Dealer is an
individual or a partnership, the Attestation should not be completed, but a
witness should sign.
(i) Notices: Any notice required or permitted herein shall be in writing and
shall be hand delivered or mailed, postage fully prepaid, properly addressed to
the party to be notified at the address shown below or the last known address
given by such party to the other. Any such notice shall be considered to have
been given when hand delivered or on the second business day after it has been
deposited in the mail in the manner herein provided.
(j) Acceptance: This Agreement is an offer by Dealer to Motorola to be
appointed as a dealer as set forth in this Agreement. This Agreement shall not
become a binding contract between Dealer and Motorola until two (2) days after
the date Motorola accepts this Agreement by sending Dealer a fully executed copy
of the Agreement from the office of the Motorola Division General Manager
authorized to make such appointments in the geographic area Dealer is located in
("Agreement Date"). No act or omission regarding this Agreement or its
performance by anyone, including Dealer or Motorola, which occurs prior to the
Agreement Date can be characterized by anyone to either constitute acceptance of
this Agreement by Motorola or otherwise create a claim in anyone related in any
way to the subject matter of this Agreement.
19. ATTACHMENTS
The following attachments are attached hereto and made a part hereof.
A. Area of Primary Marketing Responsibility for Products
B. Finder's Terms
C. Supplementary Terms and Conditions
D. Performance Standards For Sales of Products, Network Services and
Maintenance
E. Dealer Marketing Report Form
F. Dealer Product Order Form
G. Uniform Commercial Code UCC-1
The parties deem this Agreement to be executed by their duly authorized
representatives on the Agreement Date.
MOTOROLA, INC. DEALER
By: Leo Ziminsky By: David A. Terman
------------------------------ -----------------------------
(Authorized Signature) (Authorized Signature)
Signature Date Nov. 8, 1994
-------------------
Print Name: Leo Ziminsky Print Name: David A. Terman
---------------------- ---------------------
V.P. and General Manager
Title: Division General Manager Print Title: President
--------------------------- --------------------
Witness or Attest:
- - -----------------
Print Motorola Address For Notices: Print Dealer Address For Notices:
Motorola Champion Comm. Services, Inc.
- - ----------------------------------- ---------------------------------
RPG Distribution 1111 Bagby #2121
- - ----------------------------------- ---------------------------------
1000 Mittel Drive Houston, Tx. 77002
- - ----------------------------------- ---------------------------------
Wood Dale, IL 60191 (SEAL)
<PAGE> 5
DEALER NAME: Champion Comm. Services, Inc.
-----------------------------
AGREEMENT DATE: 9/22/94
-----------------------------
REVISION DATE:
-----------------------------
MOTOROLA AUTHORIZED TWO-WAY RADIO DEALER AGREEMENT
ATTACHMENT A
AREA OF PRIMARY MARKETING RESPONSIBILITY FOR PRODUCTS
AREA OF PRIMARY MARKETING RESPONSIBILITY FOR PRODUCTS
Dealer's area of primary marketing responsibility for Products shall be
the following counties:
Harris, Waller, Montgomery, Liberty, Chambers, Galveston, Brazoria, Fort Bend,
- - ------------------------------------------------------------------------------
& Austin, Texas, & Walker County, Texas.
- - ------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------
<PAGE> 6
DEALER NAME: Champion Comm. Services, Inc.
-----------------------------
CITY/STATE: Houston, Tx.
-----------------------------
AGREEMENT DATE: 9/22/94
-----------------------------
REVISION DATE:
-----------------------------
MOTOROLA AUTHORIZED TWO-WAY RADIO DEALER AGREEMENT
ATTACHMENT B
FINDER'S TERMS
1. GENERAL FINDER TERMS AND CONDITIONS.
The following terms and conditions apply to Dealer's appointment as a finder
for Network Services and Maintenance:
(a) Except only in cases where the Dealer as finder has prior written approval
from Motorola to use different prices, the Dealer shall solicit and take all
orders for Network Services and Maintenance at the prices designated by
Motorola which are then current at the time of taking the order. Motorola shall
have the right to change these prices at any time.
(b) All customer orders must be taken on Motorola's then current applicable
standard contract signed by the customer and shall state that it is an offer to
purchase and will not become binding until accepted by Motorola. Prior to the
taking of an order, Dealer as finder shall provide any applicable warranty(s),
license(s) and coverage maps to the customer as required by this Agreement.
Motorola may also establish other order entry procedures. Verbal orders will
not be accepted.
(c) Dealer in its capacity as a finder is not a distributor or purchaser of
Maintenance and Network Services and shall have no right to purchase same.
(d) Motorola will invoice customers directly for Network Services and
Maintenance and payment therefor will be made directly to Motorola by the
customer. Under no circumstance will Motorola invoice the Dealer for a
customer's order, and the Dealer shall not receive or accept any payments from
the customer except by check or money order referencing the specific order and
made payable to Motorola, Inc.
(e) Motorola reserves the right to exercise its sole determination of the
acceptability of a customer order from a credit, financial, legal or any other
standpoint. Motorola's failure to accept a customer order or its failure or
delay in the performance of any contract once accepted shall not operate to
give or create in the Dealer any claim for damages or cause of action of any
kind against Motorola, any subsidiary or any employee or officer thereof.
(f) Compensation as Finder:
(1) Motorola shall not be responsible for nor will it provide any part of
the Dealer's expenses as a finder. Dealer's sole compensation as a
finder shall be the finder's fee set forth in this Attachment B. A
finder fee will not be paid on sales, use, retailers, occupation and
similar taxes.
(2) In no event will any finder fee be paid to the Dealer on orders procured
by the Dealer from potential Network Services or Maintenance customers
not approved for Dealer's solicitation or outside the locations assigned
for the applicable Network Services and Maintenance as defined in this
Attachment B.
(3) All finder fees due at the time of termination of this Agreement shall
be paid within thirteen (13) days of termination or expiration, and fees
that become due after termination shall be paid within thirteen (13)
days of the date on which such fees become due.
2. NETWORK SERVICES FINDER'S FEE.
Motorola may unilaterally change the following Network Services finder's fees
upon thirty (30) days written notice to Dealer. If the end user maintains
service for less than six (6) months for reasons other than verifiable RF
coverage or interference problems, Motorola may deduct all finders fees paid
Dealer by Motorola for said end user from any other monies owed by Motorola to
Dealer or debit any of Dealer's accounts with Motorola in the amount of said
fees.
All SMR user agreements shall be offered by Dealer pursuant to the then current
Motorola SMR user agreements as supplied to Dealer.
(a) SMR Systems:
While the Motorola Authorized Two-Way Radio Dealer Agreement remains in effect,
Motorola will pay Dealer: a one-time fee of $100.00 for dispatch service and a
one-time fee of $150.00 for duplex interconnect service (where available) per
unit of new Motorola user primary equipment sold to an end user by Dealer that
is added to the SMR systems listed below. Fee payments will be made within
thirty (30) days after Motorola's receipt from the end user of the initial
payment for the Network Services.
Dealer shall only offer Network Services on the below-listed SMRs:
<TABLE>
<CAPTION>
System No. SMR Call Sign City State
- - ---------- ------------- ---- -----
<S> <C> <C> <C>
- - -----------------------------------------------------------------------------
Those Counties as listed on Attachment "A"
- - -----------------------------------------------------------------------------
- - -----------------------------------------------------------------------------
- - -----------------------------------------------------------------------------
- - -----------------------------------------------------------------------------
- - -----------------------------------------------------------------------------
- - -----------------------------------------------------------------------------
- - -----------------------------------------------------------------------------
- - -----------------------------------------------------------------------------
- - -----------------------------------------------------------------------------
- - -----------------------------------------------------------------------------
</TABLE>
(b) Community Repeaters:
While the Motorola Authorized Two-Way Radio Dealer Agreement remains in effect,
Motorola will pay to Dealer a one-time fee of $30.00 per unit of new end user
Motorola equipment sold to an end-user by Dealer that is added by Dealer to the
community repeaters listed below. Fee payments will be made within thirty (30)
days after Motorola's receipt from the end user of the initial payment for the
Network Services.
Dealer shall only offer Network Services on the below-listed CRs:
<TABLE>
<CAPTION>
CR City State
-- ---- -----
<S> <C> <C>
- - -----------------------------------------------------------------------------
Those Counties as listed on Attachment "A"
- - -----------------------------------------------------------------------------
- - -----------------------------------------------------------------------------
- - -----------------------------------------------------------------------------
- - -----------------------------------------------------------------------------
- - -----------------------------------------------------------------------------
- - -----------------------------------------------------------------------------
- - -----------------------------------------------------------------------------
- - -----------------------------------------------------------------------------
- - -----------------------------------------------------------------------------
- - -----------------------------------------------------------------------------
</TABLE>
(See other side for additional terms)
<PAGE> 7
3. MAINTENANCE FINDER'S FEE:
(a) Dealer will be paid a Maintenance finder's fee of eight and three/tenths
percent (8.3%) (one month) of the first year's service dollar amount for each
Motorola Service Agreement sold. Five percent (5%) of the yearly service dollar
amount will be paid to Dealer for each year thereafter that the Service
Agreement remains in force with Motorola. All Motorola Service Agreements shall
be offered by Dealer pursuant to the then current Motorola Service Agreement
form as supplied to Dealer by Motorola.
(b) Finder's fees shall be due thirty (30) days after receipt by Motorola from
the end user of the initial payment for each year. Finder's fees shall only be
paid on Service Agreements while in force and during the term of the Motorola
Authorized Two-Way Radio Dealer Agreement. Finder's fees paid on Motorola
Service Agreements which fail to remain in force for a period of twelve (12)
months or which are in force at the termination or expiration of the Motorola
Authorized Two-Way Radio Dealer Agreement will be prorated and Dealer shall
return any overpayment to Motorola.
(c) Dealer shall only offer Motorola Service Agreements to end users located in
the following counties:
Those Counties as listed on Attachment "A"
- - -----------------------------------------------------------------------------
- - -----------------------------------------------------------------------------
- - -----------------------------------------------------------------------------
<PAGE> 8
DEALER NAME: Champion Comm. Services, Inc.
-------------------------------
CITY/STATE: Houston, TX.
-------------------------------
AGREEMENT DATE: 9/22/94
-------------------------------
REVISION DATE: 10/24/94
-------------------------------
MOTOROLA AUTHORIZED TWO-WAY RADIO DEALER AGREEMENT
ATTACHMENT B
FINDER'S TERMS
1. GENERAL FINDER TERMS AND CONDITIONS
The following terms and conditions apply to Dealer's appointment as a finder
for Network Services and Maintenance:
(a) Except only in cases where the Dealer as finder has prior written
approval from Motorola to use different prices, the Dealers shall solicit and
take all orders for Network Services and Maintenance at prices designated by
Motorola which are then current at the time of taking the order. Motorola shall
have the right to change these prices at any time.
(b) All customer orders must be taken on Motorola's then current applicable
standard contract signed by the customer and shall state that it is an offer to
purchase and will not become binding until accepted by Motorola. Prior to the
taking of an order, Dealer as finder shall provide any applicable warranty(s),
license(s) and coverage maps to the customer as required by this Agreement.
Motorola may also establish other order entry procedures. Verbal orders will
not be accepted.
(c) Dealer in its capacity as a finder is not a distributor or purchaser of
Maintenance and Network Services and shall have no right to purchase same.
(d) Motorola will invoice customers directly for Network Services and
Maintenance and payment therefor will be made directly to Motorola by the
customer. Under no circumstances will Motorola invoice the Dealer for a
customer's order, and the Dealer shall not receive or accept any payments form
the customer except by check or money order referencing the specific order and
made payable to Motorola, Inc.
(e) Motorola reserves the right to exercise its sole determination of the
acceptability of a customer order from a credit, financial, legal or any other
standpoint. Motorola's failure to accept a customer order or its failure or
delay in the performance of any contract once accepted shall not operate to
give or create in the Dealer any claim for damages or cause of action of any
kind against Motorola, any subsidiary or any employee or officer thereof.
(f) Compensation as Finder:
(1) Motorola shall not be responsible for nor will it provide any part
of the Dealer's expenses as a finder. Dealer's sole compensation
as a finder shall be the finder's fees set forth in this Attachment
B. A finder fee will not be paid on sales, use, retailers,
occupation and similar taxes.
(2) In no event will any finder fee be paid to the Dealer on orders
procured by the Dealer from potential Network Services or
Maintenance customers not approved for Dealer's solicitation or
outside the locations assigned for the applicable Network Services
and Maintenance as defined in this Attachment B.
(3) All finder fees due at the time of termination of this Agreement
shall be paid within thirteen (13) days of termination or
expiration, and fees that become due after termination shall be
paid within thirteen (13) days of the date on which such fees
become due.
2. NETWORK SERVICES FINDER'S FEE.
Motorola may unilaterally change the following Network Services finder's fees
upon thirty (30) days written notice to Dealer. If the end user maintains
service for less than six (6) months for reasons other than verifiable RF
coverage or interference problems, Motorola may deduct all finders fees paid
Dealer by Motorola for said end user from any other monies owned by Motorola to
Dealer or debit any of Dealer's accounts with Motorola in the amount of said
fees.
All SMR user agreements shall be offered by Dealer pursuant to the then current
Motorola SMR user agreements as supplied to Dealer.
(a) SMR Systems:
While the Motorola Authorized Two-Way Radio Dealer Agreement remains in effect,
Motorola will pay Dealer: a one-time fee of $100.00 for dispatch service and a
one-time fee of $150.00 for duplex interconnect service (where available) per
unit of new Motorola user primary equipment sold to an end user by Dealer that
is added to the SMR systems listed below. Fee payments will be made within
thirty (30) days after Motorola's receipt from the end user of the initial
payment for the Network Services.
Dealer shall only offer Network Services on the below-listed SMRs:
System No. SMR Call Sign City State
- - ---------- ------------- ---- -----
- - -------------------------------------------------------------------
See attached list
- - -------------------------------------------------------------------
- - -------------------------------------------------------------------
Page # 1 Houston 900 MHz Network
- - -------------------------------------------------------------------
- - -------------------------------------------------------------------
Page # 2 Houston Metro 800 Systems
- - -------------------------------------------------------------------
- - -------------------------------------------------------------------
Page # 3 Houston Rural 800 Systems
- - -------------------------------------------------------------------
- - -------------------------------------------------------------------
- - -------------------------------------------------------------------
(b) Community Repeaters:
While the Motorola Authorized Two-Way Radio Dealer Agreement remains in effect,
Motorola will pay to Dealer a one-time fee of $30.00 per unit of new end user
Motorola equipment sold to an end-user by Dealer that is added by Dealer to the
community repeaters listed below. Fee payments will be made within thirty (30)
days after Motorola's receipt from the end user of the initial payment for the
Network Services.
Dealer shall only offer Network Services on the below-listed CRs:
CR City State
-- ---- -----
- - -------------------------------------------------------------------
- - -------------------------------------------------------------------
- - -------------------------------------------------------------------
- - -------------------------------------------------------------------
- - -------------------------------------------------------------------
- - -------------------------------------------------------------------
- - -------------------------------------------------------------------
- - -------------------------------------------------------------------
- - -------------------------------------------------------------------
- - -------------------------------------------------------------------
(See other side for additional terms)
<PAGE> 9
3. MAINTENANCE FINDER'S FEE:
(a) Dealer will be paid a Maintenance finder's fee of eight and
three/tenths percent (8.3%) (one month) of the first year's service dollar
amount for each Motorola Service Agreement sold. Five percent (5%) of the
yearly service dollar amount will be paid to Dealer for each year thereafter
that the Service Agreement remains in force with Motorola. All Motorola Service
Agreements shall be offered by Dealer pursuant to the then current Motorola
Service Agreement form as supplied to Dealer by Motorola.
(b) Finder's fees shall be due thirty (30) days after receipt by Motorola
from the end user of the initial payment for each year. Finder's fees shall
only be paid on Service Agreements while in force and during the term of the
Motorola Authorized Two-Way Radio Dealer Agreement. Finder's fees paid on
Motorola Service Agreements which fail to remain in force for a period of
twelve (12) months or which are in force at the termination or expiration of
the Motorola Authorized Two-Way Radio Dealer Agreement will be prorated and
Dealer shall return any overpayment to Motorola.
(c) Dealer shall only offer Motorola Service Agreements to end users
located in the following counties:
Harris, Waller, Montgomery, Liberty,
Chambers, Galveston, Brazoria, Fort Bend,
Austin and Walker Counties, TX.
<PAGE> 10
HOUSTON METRO 900MHz NETWORK
<TABLE>
<CAPTION>
CALL ICO/ FREE PASS
LOCATION/LICENSEE SYS# SIGN DISPATCH HARK MINS ATB THRU
- - ----------------- --------- ------------- ---------- ------ ------ ----- ------
<S> <C> <C> <C> <C> <C> <C> <C>
ALLIED 1A28 15 25/5 0 .25 5
Motorola, Inc./ WNID263/
Trunked Mobile Radio, Inc. WNKL350
ALLIED 1B10 15 25/5 0 .25 5
Metrolink Mobile Tele., Inc./ WNID219/
ANSA Comm., Inc. WNKL369
ALLIED OF13 WNKX736 15 25/5 0 .25 5
Lyons Community Property Trust
ALLIED 1C35 15 25/5 0 .25 5
C & E Inc./ WNKL337/
Michael D. Longshore WNKX719
WOODLANDS OE34 WNKL355 13 25/5 0 .25 5
Crane Enterprises, Inc.
BAYTOWN OD36 WNKL377 13 25 0 .25 5
Mobile Message Service of Texas, Inc.
HITCHCOCK OD29 WNKL373 13 25 0 .25 5
Leader Communications Inc.
ROSENBERG 1A24 WNKX668 13 25/5 0 .25 5
Gloria Gordon
HEMPSTEAD 2615 WNKL333 13 25/5 0 .25 5
Arvind Roy
ALVIN 1A1F WNKL343 13 25/5 0 .25 5
CLW Communications Inc.
BRAZORIA OD37 WNKL349 13 25/5 0 .25 5
Motorola, Inc.
INTERCONTINENTAL AIRPORT 2BOE WNKL394 13 25 0 .25 5
Motorola, Inc.
</TABLE>
NOTES:
- - ------
$25.00 Telephone includes Dispatch. Show published rate for Dispatch on contract
and compute Interconnect rate as difference between Dispatch rate and $25.00.
PRICES EFFECTIVE 7/1/94
<PAGE> 11
HOUSTON TRADE AREA (METRO SYSTEMS)
<TABLE>
<CAPTION>
CALL ICO/ FREE ROAMER
LOCATION/LICENSEE SYS# SIGN DISPATCH HARK MINS ATB FLEET
- - ----------------- ---- ------- -------- ---- ---- --- ------
<S> <C> <C> <C> <C> <C> <C> <C>
HITCHCOCK TX 1006 WNAF809 18 30 0 .30 $10/1
Motorola, Inc.
HOUSTON/ALLIED TX 1423 WNAF881 18 30/5 0 .30 $10/1
Motorola, Inc. DISPATCH AIRTIME BILLING: 150 FREE MIN/UNIT/.15/MIN.
AIRTIME IS CUMULATIVE FOR SYSTEM.
HOUSTON/HOU-GAL TX 121D WNAF885 18 30/5 0 .30 $10/1
Leader Comm. Inc. DISPATCH AIRTIME BILLING: 150 FREE MIN/UNIT/.15/MIN.
AIRTIME IS CUMULATIVE FOR SYSTEM.
HOUSTON I TX 013B WZZ577 18 30/5 0 .30 $10/1
Motorola SMR, Inc. DISPATCH AIRTIME BILLING: 150 FREE MIN/UNIT/.15/MIN.
AIRTIME IS CUMULATIVE FOR SYSTEM.
HOUSTON II TX 112C WNAF893 18 30 0 .30 $10/1
Motorola SMR, Inc. DISPATCH AIRTIME BILLING: 150 FREE MIN/UNIT/.15/MIN.
AIRTIME IS CUMULATIVE FOR SYSTEM.
MISSOURI CITY I TX 012A KRR542 18 30 0 .30 $10/1
Motorola, Inc.
MISSOURI CITY II TX 1517 WNAF712 18 30 0 .30 $10/1
Motorola, Inc.
TAMINA TX 100F WNAF873 18 30 0 .30 $10/1
Motorola, Inc.
BRAZORIA TX 1130 WNAF716 18 30/5 0 .30 $10/1
Motorola, Inc.
</TABLE>
NOTES:
1. Interconnect fee in addition to Dispatch on primary system. Pass thru
charge on primary (not to exceed $10.00) should be indicated on User
Agreement.
2. Show HARK charge as separate line on User Agreement.
3. Subfleet $1.00 per subfleet per unit ($3.00 max).
4. Private Conversation $1.00 per unit per system ($3.00 max).
5. Hook-up charges: $50 per customer for up to three SMR sites, $100 per
customer for four or more sites. $100 reconnect fee if disconnected for
non-payment.
ROAMERS
1. Must be primary user on one site to qualify for roamer rate, $1.00 pass
thru charges on roamer systems. (applies to interconnect only)
2. Private Fleet (Dispatch) must be primary user on one site. $3.00 per
unit per system. Private Fleet (Interconnect) $10.00 per unit per
system in addition to dispatch, $.30 per minute, no free time.
3. If primary on a MESMR, Primary rates will also be charged on MO/MCSMR.
PRICES EFFECTIVE 5/15/94
<PAGE> 12
HOUSTON TRADE AREA (RURAL SYSTEMS)
<TABLE>
<CAPTION>
CALL ICO/ FREE ROAMER
LOCATION/LICENSEE SYS# SIGN DISPATCH HARK MINS ATB FLEET
- - -------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
BAY CITY TX 1820 WNDH847 14 30/5 0 .30 $2/.30
Trunked Mobile Radio Systems
CAMERON TX 1908 WNHJ762 12 25 30 .25 $2/.30
Motorola, Inc.
CARTHAGE, TX 1E34 WNNM221 12 25/5 0 .15 $2/.30
Motorola, Inc.
COLUMBUS, TX 210B WNKL311 12 25/5 30 .25 $2/.30
Trunked Mobile Radio Systems
CROCKET TX 3537 WNXT312 12 25 30 .25 $2/.30
Eastex communications
HUNTSVILLE TX 1031 KNIA947 12 25/5 0 .15 $2/.30
Motorola, Inc.
JASPER TX 1F1A WNNR309 12 25/5 0 .15 $2/.30
Motorola, Inc.
LIVINGSTON TX 1907 WNGC429 12 25 0 .15 $2/.30
Eastex Communications
LOUISE TX 120A WNAC639 13 30 30 .30 $5/.30
Motorola, Inc.
PLUM GROVE TX 183F WNPQ808 12 25 0 .15 $2/.30
Motorola, Inc.
VIDOR TX 152B 12 25/5 0 .15 $5/.30
A & W Data Comm. WNAY630
Glenda Guillory WNPQ784
</TABLE>
NOTES:
- - ------
1. Interconnect fee includes Dispatch on primary system. Pass thru charge on
primary (not to exceed $10.00) should be indicated on User Agreement.
2. Show HARK charge as separate line on User Agreement.
3. Subfleet $1.00 per subfleet per unit ($3.00 max).
4. Private Conversation $1.00 per unit per system ($3.00 max).
5. Hook-up charges; $50 per customer for up to three SMR sites, $100 per
customer for four or more sites. $100 reconnect fee if disconnected for
non-payment.
ROAMERS
- - -------
1. Must be primary user on one site to qualify for roamer rate, $1.00 pass
thru charges on roamer systems. (applies to interconnect only)
2. Private Fleet (Dispatch) must be primary user on one site. $3.00 per unit
per system. Private Fleet (Interconnect) $10.00 per unit per system includes
dispatch, $.30 per minute, no free time, no pass thru charges.
3. If primary on a MESMR, primary rates will also be charged on MO/MCSMR.
PRICES EFFECTIVE 5/15/94
<PAGE> 13
DEALER NAME: Champion Comm. Services, Inc.
-----------------------------
CITY/STATE: Houston, TX
-----------------------------
AGREEMENT DATE: 9/22/94
-----------------------------
REVISION DATE:
-----------------------------
MOTOROLA AUTHORIZED TWO-WAY RADIO DEALER AGREEMENT
ATTACHMENT C
SUPPLEMENTARY TERMS AND CONDITIONS
A. ORDERS, ACCEPTANCE, CREDIT APPROVAL
Purchase and sale shall occur only by Motorola's acceptance of orders submitted
by Dealer. An order may be submitted on the Dealer Product Order Form attached
to the Motorola Authorized Two-Way Radio Dealer Agreement as Attachment F.
Facsimile, telegraph and verbal orders may also be submitted. Acceptance of an
individual order shall only occur when a Motorola invoice is sent to Dealer.
Dealer acknowledges and agrees that the invoice is accurate and final unless
objected to in writing within ten (10) days of receipt by Dealer.
Acceptance shall be only upon the terms and conditions of the Agreement and the
listed Attachments and the Dealer Price Book. The only effect of any terms and
conditions in Dealer's purchase orders or elsewhere shall be to request the
time and place of delivery (only to the Dealer's location(s) expressly
authorized by Paragraph 2(f) of this Agreement) and number of Products to be
delivered, but they shall not change, alter or add to these terms and
conditions in any way. One of the conditions of acceptance is Dealer's
obtaining and maintaining credit approval from Motorola. Dealer shall provide
Motorola with financial information and statements as requested by Motorola to
obtain and maintain Dealer's credit approval.
B. CANCELLATION
Dealer may cancel an individual order by giving Motorola notice of such
cancellation, which notice must be received by Motorola at least six (6) days
prior to the scheduled shipping date of such order. Motorola shall not cancel
an individual order when the notice is received by Motorola within five (5)
days of the scheduled shipping date of the order. Dealer shall pay a 15%
restocking charge as liquidated damages and not as a penalty for each such
cancellation.
C. SHIPPING, DELIVERY, PAYMENT, TITLE AND SECURITY
(1) Shipping and handling charges shall be as set forth in the Dealer
Price Book. Such shipping and handling charges are subject to change upon
thirty (30) days written notice to Dealer.
(2) Each delivery shall be separately invoiced without regard to other
deliveries. Payment for each invoice shall be according to the payment terms
set forth in the Dealer Price Book.
(3) Shipping or delivery dates are best estimates only. Motorola reserves
the right to make deliveries in installments and this Agreement shall be
severable as to such installments. Delivery delay or default of any installment
shall not relieve Dealer of its obligation to accept and pay for remaining
deliveries. IN NO EVENT SHALL MOTOROLA BE LIABLE FOR INCREASED COSTS. LOSS OF
PROFITS OR GOODWILL OR ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES DUE TO
LATE DELIVERY OR NONDELIVERY OF PRODUCTS.
(4) Title to Products sold and risk of loss shall pass to Dealer at the
shipping point. Dealer grants to Motorola a security interest in and lien upon
all of Dealer's now existing or hereinafter acquired inventory of the Products
and all of Dealer's accounts, chattel paper, instruments, contract rights,
general intangibles, accounts receivable and the proceeds thereof now existing
or hereinafter arising out of Dealer's sale or other disposition of the
Products. Dealer agrees to cooperate in whatever manner necessary to assist
Motorola in perfecting and recording such security interest and lien by
completing the UCC-1 form attached to the Agreement as Attachment G (or any
similar form as may be applicable) and such other security as Motorola may from
time to time request, all such security interests and liens to become part of
the Agreement.
D. WARRANTY/WARRANTY DISCLAIMER
Motorola warrants the Products in accordance with a commercial or limited
warranty, as applicable, and makes no representation or warranty of any other
kind. The applicable warranty is extended by Motorola not to Dealer but to the
original purchaser of the Products from Dealer and is not assignable or
transferable to subsequent purchasers. Dealer will provide the original
purchaser with the applicable Motorola Product warranty and, if applicable, a
software license and software warranty (see paragraph E, below) prior to the
sale of the Products. Dealer shall not issue any warranties, guarantees or
licenses with respect to the Products which purport to obligate Motorola to
any person or entity other than the aforesaid applicable warranties or license
furnished for the Products by Motorola. Such warranties may be changed from
time to time by Motorola on thirty (30) days prior written notice to Dealer.
MOTOROLA DOES NOT EXTEND ANY WARRANTY TO DEALER, AND ALL WARRANTIES EXPRESS OR
IMPLIED ARE SPECIFICALLY EXCLUDED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED
WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
If any Motorola Product furnished hereunder is initially defective, i.e.,
defective at the time of delivery to Dealer, Dealer's sole remedy shall be to
return the product to Motorola for replacement or repair at Motorola's sole
discretion. All returns must be returned in the original container and packing
with all accessories and instructions. The foregoing constitutes Dealer's sole
remedy with respect to initially defective Motorola Products; Dealer shall have
no right to reject all or any part of any shipment of Motorola Products
furnished hereunder because of any or all of such Motorola Products which may
be initially defective.
E. SOFTWARE LICENSE AND SOFTWARE WARRANTY/WARRANTY DISCLAIMER
A separate Motorola Software license and Software Warranty may apply to certain
Products and individual items of software. When Dealer is advised by Motorola
that a Motorola Software License and Software Warranty apply to Products
containing Motorola Software that are purchased from Motorola for resale, or
relicensing, as the case may be, Motorola will advise Dealer of the procedures
that must be taken in connection with the sale and/or licensing of such
Products and/or Motorola Software such as a requirement that Dealer and
Dealer's customers sign an applicable Motorola Software License prior to
delivery of the Products and Motorola Software. MOTOROLA DOES NOT EXTEND ANY
SOFTWARE WARRANTY TO DEALER, AND ALL WARRANTIES EXPRESS OR IMPLIED ARE
SPECIFICALLY EXCLUDED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTY OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
F. PATENT, COPYRIGHT AND TRADEMARKS
(1) INDEMNIFICATION. Motorola agrees to defend, at its expense, any suits
against Dealer or its customer based upon a claim that any
Motorola-manufactured Products furnished hereunder directly infringe a U.S.
patent or copyright and to pay costs and damages finally awarded in any such
suit, provided that Motorola is notified promptly in writing of the suit and,
at Motorola's request and at its expense, is given control of said suit and all
requested assistance for defense of same. If the use or sale of any such
Product(s) furnished hereunder is enjoined as a result of such suit, Motorola,
at its option and at no expense to Dealer, shall obtain for Dealer and its
customers the right to use or sell such Product(s), or shall substitute an
equivalent Product reasonably acceptable to Dealer and shall extend this
indemnity thereto, or shall accept the return of such Product(s) and reimburse
Dealer the purchase price therefor less a reasonable charge for reasonable wear
and tear. This indemnity does not extend to any suit based upon any
infringement or alleged infringement of any patent or copyright by the
combination of any such Product(s) furnished hereunder with other elements nor
does it extend to any such Product(s) of Dealer's or its customer's design or
formula. The foregoing states the entire liability of Motorola for patent or
copyright infringement. IN NO EVENT SHALL MOTOROLA BE LIABLE FOR INCIDENTAL OR
CONSEQUENTIAL DAMAGES ARISING FORM INFRINGEMENT OR ALLEGED INFRINGEMENT OF
PATENTS OR COPYRIGHTS.
(See other side for additional terms)
<PAGE> 14
(2) COPYRIGHTS AND MASK WORKS. Laws in the United States and other
countries preserve for Motorola certain exclusive rights in the Motorola
Software, mask works and other works of authorship furnished hereunder,
including, without limitation, the exclusive right to prepare works derived
from same, reproduce same in copies and distribute copies of same. Such
Motorola Software, mask works and other works of authorship may be used in and
redistributed only with the Products associated with same. No other use,
including, without limitation, reproduction, modification or disassembly of
such Motorola Software, mask works or other works of authorship or exercise of
exclusive rights in same, is permitted.
(3) REVERSE ENGINEERING. Dealer acknowledges Motorola's claim that the
Motorola Software and Products furnished hereunder contain valuable trade
secrets of Motorola and therefore agrees that it will not translate, reverse
engineer, de-compile or disassemble or make any other unauthorized use of such
Motorola Software and Products. Since unauthorized use of such Motorola
Software and Products will greatly diminish the value of such trade secrets and
cause irreparable harm to Motorola, Dealer agrees that Motorola, in addition to
any other remedies it may have, shall be entitled to equitable relief to
protect such trade secrets, including, without limitation, temporary and
permanent injunctive relief without the proving of damage by Motorola.
(4) TRADEMARK AND PROPRIETARY MARKS.
(a) The Products shipped under the terms and conditions of this Agreement
will carry Motorola's trademark and proprietary marks or such other logo or
proprietary marks as Motorola may expressly agree to in writing prior to any
use of such other logo or mark.
(b) Dealer hereby acknowledges the validity of the trademark "MOTOROLA" and
the Motorola Authorized Two-Way Radio Dealer trademark as well as all other
proprietary marks which are affixed to the Products and agrees that the
aforesaid trademarks and proprietary marks are and shall remain the property of
Motorola.
(c) Dealer shall not do anything to infringe upon, harm, or contest the
validity of the aforesaid trademarks or other proprietary marks of Motorola.
(d) Dealer may use the Motorola Authorized Two-Way Radio Dealer trademark
in connection with the promotion or sale of the Products and state that the
Products are manufactured by Motorola. Except as Motorola may otherwise
specifically provide, such promotion shall be at Dealer's sole cost and expense.
(e) Dealer agrees that it shall not use the trademark "MOTOROLA" or the
Motorola Authorized Two-Way Radio Dealer trademark as part of the name under
which it conducts business.
(f) Permission to display the word "MOTOROLA", or any other proprietary word
or symbol owned by Motorola or its affiliates, is only as stated above and it is
expressly understood that nothing herein shall grant to Dealer any right, title
or interest in the word "MOTOROLA" (either alone or in association with other
words, names or symbols), or in the corporate name of Motorola, or any part
thereof or in any other trademark or trade name adopted by Motorola, or its
affiliates.
(g) In order that Motorola may protect its trademarks, trade names,
corporate slogans, goodwill and product designations, Dealer shall not use any
such marks, names, slogans, or designations in any advertising copy,
promotional material, signs or other written or printed material except in a
form specifically approved in writing by Motorola.
(h) If, as set forth in this subparagraph F.(4), any such mark is used in
signs, advertising or in any other manner by Dealer, Dealer will, upon
termination or expiration of this Agreement, immediately discontinue all such
use or display.
(5) LICENSE DISCLAIMER. Except for the right to use the Motorola Software
and Products for the purposes provided herein which arise by operation of law,
and except as expressly provided in the Agreement, nothing contained in the
Agreement shall be deemed to grant to Dealer or its customers either directly
or by implication, estoppel or otherwise, any license or right under any
patents, copyrights, trademarks or trade secrets of Motorola or any third party.
G. TAXES AND INSURANCE
(1) Dealer shall pay all license fees, sales, use, service use, occupation,
retailer's occupation, service occupation, personal property and excise taxes
and any other fees, assessments or taxes which may be assessed or levied by any
national, state or local government and any departments and subdivision
thereof, as a result of the performance of the Agreement or against any of the
Products ordered by the Dealer.
(2) Dealer shall provide and maintain at its own expense the following
insurance against liability arising in any way out of the Agreement and any
other insurance coverages which may deemed necessary by Motorola; (a) General
Public Liability insurance with a combined single limit of $1,000,000; (b)
Worker's Compensation and Employers Liability insurance sufficient and proper
under the laws of the state wherein the responsibilities are to be performed to
protect Motorola against claims under the compensation laws of said state; (c)
Automobile Public Liability insurance covering all vehicles used in connection
with the Agreement with a combined single limit of $1,000,000; (d) fire, theft
and extended coverage with respect to the Products in an amount no less than
the replacement value of such Products. All insurance policies shall be in
companies satisfactory to Motorola, name Motorola as an additional named
insured, and contain a waiver of subrogation clause whereby the insurer waives
all rights of subrogation it may have under such policies as related to
Motorola. Each insurance policy will contain a clause requiring the insurer to
give Motorola at least thirty (30) days prior written notice of any alteration
in the terms of such policy or the cancellation thereof. Dealer will promptly
provide Motorola with written notice thereof and make available to Motorola
all information and documentation relating thereto.
(3) Except for the amount, if any, of federal, state, or local taxes stated
in the Dealer Price Book or otherwise set forth in the Agreement, the prices
set forth in the Agreement are exclusive of any amount for federal, state, or
local excise, sales, use, property, retailers' occupation or similar taxes. If
any such excluded taxes are determined to be applicable to any transaction
related to the Agreement, or if Motorola is required to pay or bear the burden
of such taxes, the prices set forth herein shall be increased by the amount of
such taxes and any such interest or penalty thereon, and Dealer shall pay to
Motorola the full amount of any such increase no later than ten (10) days after
receipt of an invoice for such taxes, or Dealer may provide Motorola an
executed resale exemption certificate as required by state tax authorities to
establish Dealer's tax-exempt status as a reseller under the Agreement.
H. EXCUSABLE DELAYS
Motorola shall not be liable for any delay or failure to perform due to any
cause beyond its reasonable control. Causes include but are not limited to
strikes, acts of God, acts of the Dealer, interruptions of transportation or
inability to obtain necessary labor, materials or facilities, or default of any
supplier or because Motorola's volume of orders at any time renders deliveries
impractical in the ordinary course of business. The delivery schedule shall be
considered extended by a period of time equal to the time lost because of an
excusable delay. In the event Motorola is unable to wholly or partially perform
because of any cause beyond its reasonable control, Motorola may terminate any
order without liability to Dealer or its customers.
I. FCC AND OTHER GOVERNMENT MATTERS
The end user of a Product is solely responsible for obtaining any licenses or
other authorizations required by the Federal Communications Commission ("FCC")
or any other federal, state or local governmental agency. The end user is
solely responsible for complying with applicable FCC rules and regulations and
the applicable rules and regulations of any other federal, state or local
governmental agency. Neither Motorola nor any of its employees is an agent of
Dealer or the end user in FCC or other governmental matters. Motorola, however,
may assist in preparation of an FCC license application at no charge to the end
user. Motorola shall establish Dealer's obligations in connection with any such
FCC or other governmental licensing assistance required for end users.
J. COMPLIANCE WITH LAW
Dealer shall at all times conduct its efforts under the Agreement in strict
accordance with all applicable federal, state and local laws, rules and
regulations and with the highest commercial standards. Dealer agrees to
promptly comply with any notices received from Motorola regarding compliance
with or remedial efforts which Motorola, in its sole discretion, deems are
necessary that relate to any such law, rule or regulation including, but not
limited to, such laws, rules and regulations regarding warranty, consumer
protection and product safety for Motorola products and services.
<PAGE> 15
Paging Product Sales to the United States Government Amendment
to the
Motorola Authorized Two-Way Radio Dealer Agreement ("Agreement")
between
Motorola, Inc. ("Motorola")
and
CHAMPION COMMUNICATIONS SERVICES INC.
--------------------------------------------
('Dealer')
Effective the Motorola Signature Date shown below, Motorola and Dealer
agree to amend the Agreement as follows:
A. The second full paragraph of Section 6 of the Agreement which begins,
"Sales to the U.S. Government" is replaced in its entirety with the following:
"Sales to the U.S. Government. For purposes of this paragraph, the
Nucleus paging products in Section 2.0 of the Dealer Price Book and the
Motorola paging products listed in sections 2.7, 4.0, and 4.1 of the
Dealer Price Book constitute the "Paging Products." In the event the
dealer elects to sell Paging Products to the United States Government or
any of its departments, agencies or subdivisions ("U.S. Government"),
Dealer does so solely at its own option and risk and agrees not to
obligate Motorola as a subcontractor or otherwise to the U.S.
Government. Dealer remains solely and exclusively responsible for
compliance with all statutes, regulations, and clauses governing sales
to the U.S. Government. Motorola makes no representations,
certifications, or warranties whatsoever with respect to the ability of
its goods, services, or prices to satisfy any such statutes,
regulations, or clauses.
Except for the Paging Products, any direct or indirect distribution,
transshipment and/or sale of Products by Dealer to the United States
Government or any of its departments, agencies or subdivisions is
prohibited."
Except as amended by the foregoing, the Agreement remains in effect in
accordance with all its existing terms, conditions and amounts.
MOTOROLA, INC. DEALER
By: K. E. NOTTER JR. By:
------------------------- ------------------------
(Authorized Signature) (Authorized Signature)
K. E. Notter Jr.
------------------------- ------------------------
Print Name Print Name
Senior Vice President
------------------------- ------------------------
Print Title Print Title
1-10-96
------------------------- ------------------------
Signature Date Signature Date
<PAGE> 16
AMENDMENT
to
MOTOROLA AUTHORIZED TWO-WAY RADIO DEALER AGREEMENT ("AGREEMENT")
between
MOTOROLA, INC. ("Motorola")
and
Champion Communication Services Inc. ("Dealer")
Effective the Motorola Signature Date shown below, Motorola and Dealer
agree to amend the Agreements as follows:
A. Section 7 of the Agreement is entitled "Sales Performance". The
third paragraph of subparagraph (b) of Section 7 which begins "Due to such
things as the ........" and ends "........catalog sales or similar activities,"
is replaced in its entirety with the following:
"Due to such things as the importance of customer contact in connection
with the sales of the Products, Dealer shall not promote, advertise, or
sell the Products outside of Dealer's Area through mail order, phone
bank solicitation, catalogue sales, or similar activities. "Similar
activities" include but are not limited to the promotion, advertisement,
or sale of the Products through use of any type of on-line computer
service (e.g., world Wide Web, Internet, etc.).
Except as amended by the foregoing, the Agreement remains in effect in
accordance with all its existing terms, conditions and amounts.
MOTOROLA, INC. DEALER
By: By: Kenneth E. Notter Jr.
---------------------------- ----------------------------
(Authorized Signature) (Authorized Signature)
Kenneth E. Notter Jr.
- - -------------------------------- ----------------------------
Print Name Print Name
Senior V.P.
- - -------------------------------- ----------------------------
Print Title Print Title
2-13-96
- - -------------------------------- ----------------------------
Signature Date Signature Date
<PAGE> 17
Per Unit Administrative Processing Charge Amendment
to
Motorola Authorized Two-Way Radio Dealer Agreement ("Agreement")
between
Motorola, Inc. ("Motorola")
and
Champion Communication Services ("Dealer")
-------------------------------
The Woodlands, TX ("City, State")
-------------------------------
Effective Motorola execution date shown below, Dealer and Motorola agree
that the following new sections are added to the end of the Agreement:
" AA. Per Unit Administrative Processing Charge
-----------------------------------------
Among other things, the Agreement provides that Dealer will limit its
distribution of the Products purchased under the Agreement to direct sale by
Dealer to customers at retail for end use as limited by the terms and
conditions of the Agreement, and that Dealer's defined role in Motorola's
distribution system is necessary in order to encourage Motorola, Dealer and
Motorola's other dealers, distributors and resellers to make the distribution
efforts necessary to expand Motorola's distribution of Products and to provide
the highest levels of customer satisfaction.
Dealer and Motorola agree that Motorola shall incur serious damages if
Dealer's sale of any Products unit fails to comply with the aforementioned
provisions of the Agreement and, further, that the amount of those damages are
uncertain and difficult of estimation because such damages include by way of
illustration but not limitation, Motorola undertaking a variety of record
keeping, administrative and operational activities and the costs and expenses
related thereto for each such breach of the Agreement by Dealer.
In addition to Motorola's other rights and remedies under the
Agreement, at law or in equity, to compensate Motorola for such damages,
Motorola and Dealer agree that for each such Products unit sale, as stipulated
damages and not as a penalty, on a per Products unit involved in the
transaction basis, the stipulated sum shall be a Per Unit Administrative
Processing Charge which shall consist of the difference between Motorola's
Suggested List Price and the Dealer purchase price listed in the then current
Dealer Price Book for each Products unit involved in each such non-compliant
sale ("Per Unit Administrative Processing Charge"). To assist in the
identification of each Dealer Products unit subject to the Per Unit
Administrative Processing Charge, Dealer shall give to Motorola full
cooperation and access to all of Dealer's books, contracts and records related
in any way to Dealer's sale of Products units, and to furnish to Motorola all
other information with respect to its affairs, as deemed necessary by
Motorola, to identify each such Products unit.
Motorola shall invoice Dealer for each Per Unit Administrative
Processing Charge. Payment for each such invoice shall be due upon Dealer's
receipt of invoice. In the event Dealer fails to pay an outstanding Per Unit
Administrative Processing Charge invoice within thirty (30) days of the date
such payment is due, in addition to Motorola's other rights and remedies under
the Agreement, at law or in equity, Motorola may withhold any further
processing of any Dealer order for Products until such payment is made.
BB. Marketing Reporting Delinquency Order Hold
-----------------------------------------
In the event Dealer fails to provide Motorola any marketing report
called for by this Agreement and Dealer fails to cure such failure within
fifteen (15) days of notice of such failure from Motorola then, in addition to
Motorola's other rights and remedies under the Agreement, at law or in equity,
Motorola may withhold any further processing of any Dealer order for Products
until each such report is provided to Motorola as required by the Agreement."
Except as specifically amended above, the Agreement remains in full force and
effect in accordance with its terms and conditions.
MOTOROLA, INC.: RESELLER:
By: /s/ LEO ZIMINSKY By: /s/ KEN NOTTER
-------------------------------- ----------------------------
Print Name: Leo Ziminsky Print Name: Ken Notter
------------------------ ---------------------
Title: VP, Division General Manager, Print Tilte: Sr. V.P.
RPAG - US & Canada --------------------
Motorola Execution Date: Sep 30 1996 Reseller Execution Date: 9-23-96
----------- -------
<PAGE> 1
[MOTOROLA LOGO]
MOTOROLA MASTER RADIO SERVICE SOFTWARE LICENSE
AGREEMENT
(C) Motorola 1994
- - -------------------------------------------------------------------------------
This Master Radio Service Software License Agreement ("License
Agreement") is made and entered into by and between Motorola, Inc. ("Motorola")
and the Licensee named below ("Licensee"). In accordance with the following
terms and conditions, Motorola agrees to grant to Licensee and Licensee agrees
to obtain from Motorola, a limited license for Motorola's Radio Service object
code software, including any supplements, or any updates to any such item of
software delivered to the Licensee from Motorola under the terms of this
License Agreement, including any other standard object code software,
documentation and materials provided by Motorola to Licensee in connection with
Radio Service Software (the "Software").
Motorola and Licensee agree that as long as this Agreement remains
effective, Motorola may, from time to time, make available to the Licensee
(e.g., via Motorola's Software Subscription Service), additional items of
Software under this License Agreement. The Licensee's use of all such software
licensed under this Agreement, unless there is executed between Motorola and
Licensee a separate agreement specifically licensing a particular item of
software, shall be subject to the terms and conditions of this License
Agreement, and Motorola may supply such items of Software to Licensee, subject
to the terms and conditions of this License Agreement.
1. DEFINITIONS. The terms "radio" or "radios" means only the specific model or
models, as applicable, of Motorola manufactured two-way radio(s) listed in the
then current Motorola Worldwide System & Aftermarket Products Price Book or
other applicable Motorola two-way radio product price book as being authorized
by Motorola for repair by an item of Software also listed in the applicable
Motorola two-way radio price book.
The term "repairs" means only those corrective actions (which may
include the alteration of Archive Files or Edited Archive Files) which allow a
radio to function in accordance with Motorola's published specifications and
radio product identification labeling in effect for that radio at the time the
radio was initially distributed from Motorola. "Repairs" specifically excludes
any alteration to a radio using the Software which does not comply with this
License Agreement or any federal, state or local laws, rules or regulations that
apply to the distribution or use of a radio.
The term "Archive Files" means (i) computer files or computer source
code or object code records of programming information or data used in
combination with any such records that are stored in radios, by reading such
programming information from radios using the Software; or (ii) any of the
information items identified in (i) above that are obtained or otherwise read
from a radio, whether or not such information obtained from or read from a
radio is stored or saved in any memory device or media, as either a file,
record, table, or other listing.
The term "Edited Archive Files" means Archive Files that have been
edited using the Software.
2. EFFECTIVE DATE OF LICENSE. This License Agreement is an offer to license by
Licensee, which will become effective
(A) after the Licensee has signed this License Agreement and returned
it to Motorola, at the address below; and
(B) the earlier occurrence of either (i) Motorola has acknowledged to
Licensee its acceptance of this License Agreement in writing; or (ii)
Motorola ships to the Licensee, at the address below, an item or items
of Software ordered by the Licensee pursuant to this License Agreement.
The banking, negotiation or other use of any payment provision, if any, shall
not constitute an acceptance of the License Agreement by Motorola.
3. LICENSE. Subject to all the terms, conditions and limitations of this
License Agreement, Motorola hereby grants to Licensee a personal,
non-exclusive, nontransferable, limited license to use the Software within the
United States but only as set forth below and solely at the location(s) listed
by Licensee on Appendix A (which Appendix is attached to this License Agreement
and incorporated by reference into it).
Licensee agrees that its use of the Software at the locations listed on
Appendix A shall be limited to:
-making repairs to a radio;
-creating Archive Files and Edited Archive Files using only the editing
capabilities built into the Software as the Software was licensed to
Licensee by Motorola;
-editing Archive Files and Edited Archive Files using only the editing
capabilities built into the Software as the Software was licensed to
Licensee by Motorola; and
-loading Archive Files and Edited Archive Files into radios.
The license granted hereunder is site specific. Licensee understands and agrees
that:
A. Each item of Software obtained by Licensee from Motorola pursuant to
this License Agreement shall only be used by the Licensee at Licensee
locations requested by
1
<PAGE> 2
- - --------------------------------------------------------------------------------
MOTOROLA MASTER RADIO SERVICE SOFTWARE LICENSE AGREEMENT
- - --------------------------------------------------------------------------------
Licensee at the time Licensee orders an item of Software from Motorola
provided that such requested Licensee location is listed in the then
current Appendix A to this License Agreement, and fulfills the
obligations of section 3(D) hereunder.
B. Licensee shall be entitled to make one copy of the Software for each
computer owned or controlled by the Licensee at the location listed on
Appendix A at which the item of software is used. All copies of the
Software shall be deleted or removed from any computer prior to any use
of the computer at any other location.
C. Use of an item of Software at one authorized Licensee location shall
not include the right to access or use that item of Software through
remote access or otherwise from any other location.
D. If the Software will be used at more than one location, Licensee
shall purchase from Motorola at least one copy of the Software for each
location listed on Appendix A. Use of an item of Software at one
authorized Licensee location precludes use of that item of Software at
any other locations unless the Licensee has purchased from Motorola
additional copies for such other locations;
E. Licensee may only request additional Licensee locations by
re-executing a new Appendix A to this License Agreement, wherein each and
every Licensee location is identified;
F. Licensee shall not use the Software, the Archive Files or the Edited
Archive Files and acquires no right under this Agreement to modify a
radio, the Software, the Archive Files or the Edited Archive Files in any
manner that (i) is determined to be illegal or an unfair deceptive trade
practice in violation of any applicable federal, state or local law, rule
or regulation; (ii) in the opinion of counsel to Motorola, constitutes
such an illegal, unfair or deceptive act or practice; or (iii) infringes
any of Motorola's intellectual property rights, including Motorola's
patent rights, trademark rights, copyrights, and trade secret rights.
4. CHARGES AND PAYMENTS. Licensee agrees to pay for each item of Software, a
non-refundable, one-time, lump-sum, per location charge. In the event Licensee
elects to obtain Subscription Services for the Software that Motorola elects to
make available to Licensee, if any, Licensee agrees to pay Motorola's then
current charges for those services. Each such charge shall be due and payable
upon receipt of invoice. Service charges at the maximum rate permitted by
applicable law may be invoiced on accounts more than ten (10) days past due and
shall be due and payable upon receipt of invoice.
The license charge for each item of Software will be listed in Motorola's then
current Worldwide System & Aftermarket Products Division Price Book or other
applicable Motorola two-way radio product price book. Prices in those price
books are subject to change without notice. Each Licensee order for an item of
Software will be billed at the price in effect on the day Motorola accepts that
order by acknowledging that order in writing or the day Motorola ships the item
of Software to Licensee, whichever occurs earlier.
5. TAXES. Licensee shall pay all sales, use and excise taxes, and any other
assessments in the nature of taxes however designated, on the Software or its
license or use, on or resulting from the License Agreement or on any amount
payable or any services furnished under the License Agreement, exclusive of
personal property taxes assessed on the Software and taxes based on Motorola
net income, unless Licensee furnishes Motorola with a certificate of exemption
from payment of such taxes which is in a form reasonably acceptable to
Motorola.
6. PROTECTION AND SECURITY. Title to and ownership of any item of Software
delivered hereunder and any copies made by Licensee in whole or in part shall
at all times remain in Motorola.
Licensee acknowledges that the Software and each copy of Archive Files
and Edited Archive Files contain valuable Motorola proprietary information and
Motorola trade secrets and that unauthorized dissemination, distribution,
modification, reverse engineering, disassembly, or unauthorized use of the
Software, or any unauthorized dissemination, distribution, modification,
reverse engineering, disassembly, or unauthorized use of Archive Files or
Edited Archive Files (including without limitation disassembly or reverse
engineering) will cause irreparable harm to Motorola, and thus Licensee agrees
not to disclose, transfer, provide, or otherwise make available in any form
whatsoever the Archive Files, Edited Archive Files, or the Software, the
information therein, or any portion thereof, to any person or organization,
other than Licensee's employees without the prior written consent of Motorola.
Licensee further agrees to use the Software, the Archive files, the
Edited Archive Files, the information contained therein, or any portion thereof
only as permitted in this License Agreement. Licensee will take appropriate
action, by instruction, agreement or otherwise, with any persons permitted
access to the Software, the Archive Files or the Edited Archive Files so as to
enable it to hold each such item in confidence and otherwise to satisfy its
obligations under the License Agreement.
Since unauthorized use of the software, archive files or edited archive
files will greatly diminish the value of those items and cause irreparable harm
to Motorola, licensee also agrees that Motorola, in addition to any other
remedies it may have at law or in equity, shall be entitled to equitable relief
to protect against any such unauthorized use, including without limitation,
temporary and permanent injunctive relief, without the proving of damage by
Motorola.
Licensee will provide to Motorola, upon Motorola's request, the actual
location of all copies of the Software.
Licensee will reproduce and include all copyright and trademark
notices, and other proprietary legends, on all copies in accordance with
Motorola's instructions and as otherwise required by applicable federal and
state laws. Licensee acknowledges and agrees that the existence of any
copyright notice on any item of Software shall not be construed as an admission
or presumption that publication of such item of Software has occurred.
Licensee agrees that any breach of the terms of this Section 6 shall be
considered by the parties hereto to be a substantial and material breach of
this Agreement, which breach shall be grounds for Motorola, in addition to its
other remedies at law or in equity, to immediately and without prior notice to
Licensee
2
<PAGE> 3
- - --------------------------------------------------------------------------------
MOTOROLA MASTER RADIO SERVICE SOFTWARE LICENSE AGREEMENT
- - --------------------------------------------------------------------------------
terminate this License Agreement, Licensee's license hereunder for each item of
Software, or both.
The terms of this Section shall survive the termination of a license
and the License Agreement.
7. MAINTENANCE. Motorola shall not be responsible for field support or field
service of Software under this License Agreement. Any maintenance by Motorola,
if available, shall be by separate agreement on Motorola's then current terms
and conditions and at Motorola's then current prevailing rates for such
maintenance.
8. SOFTWARE WARRANTY DISCLAIMER. LICENSEE ACCEPTS THE SOFTWARE LICENSED UNDER
THE LICENSE AGREEMENT "AS IS". MOTOROLA EXTENDS NO WARRANTIES ON THE SOFTWARE
EITHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES
OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
9. TERMINATION. Any license granted under this License Agreement is effective
until terminated as set forth herein below. This Agreement, the License for
each or any of the Software items, or both, may be terminated by Motorola
without cause, and for its convenience, upon sixty days prior written notice to
the Licensee. Licensee may terminate a license for an item of Software at any
time by returning to Motorola all originals and all copies of the Software
(including documentation and materials). Motorola may terminate a license for
an item of Software or the entire License Agreement if Licensee fails to comply
with any term or condition of this License Agreement (See Section 10, Default).
Upon termination Licensee agrees to return all copies of the Software to
Motorola and delete from any mass storage device, all copies of the Software.
This Agreement may be terminated by Motorola immediately, and without notice to
the Licensee, upon the occurrence of any of the following events:
(a) any default as set forth in Section 10 herein below by the Licensee;
(b) Licensee ceases to function as a going concern, declares
bankruptcy, or otherwise becomes insolvent.
10. DEFAULT. Default shall be considered to include, but not be limited to, any
of the following acts or omissions:
(a) Licensee fails to perform any of its obligations under Section 6,
"Protection and Security"; or
(b) Licensee fails to perform any of its obligations under the License
Agreement, and such failure remains uncured for a period of thirty (30) days
after Licensee's receipt of written notice thereof from Motorola.
11. REMEDIES. In the event of any default by Licensee, in addition to any other
rights and remedies available to it under law or in equity, Motorola may:
withhold performance hereunder; or,
terminate the license for any item of Software at any time; or,
terminate this entire License Agreement; or,
demand and be entitled to the immediate return of all copies of any or
all items of software; or,
repossess, by any appropriate means, with or without notice to the
Licensee, all items of Software.
In any such event, Motorola's remedies shall be cumulative and there shall be
no obligation upon Motorola to exercise a particular remedy.
12. LIMITATION OF LIABILITY. THE ENTIRE MOTOROLA LIABILITY TO LICENSEE FOR
PERFORMANCE OR NONPERFORMANCE BY MOTOROLA UNDER THE LICENSE AGREEMENT, SHALL BE
LIMITED TO A REFUND BY MOTOROLA OF AN AMOUNT NOT TO EXCEED THE TOTAL LICENSE
CHARGE PAID BY LICENSEE FOR THE ITEM OF SOFTWARE DIRECTLY RELATED TO SUCH
CLAIM.
IN NO EVENT SHALL MOTOROLA BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL
DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF USE, TIME OR DATA, INCONVENIENCE,
COMMERCIAL LOSS, LOST PROFITS OR SAVINGS) TO THE FULL EXTENT SUCH MAY BE
DISCLAIMED BY LAW EVEN IF MOTOROLA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES OR FOR ANY CLAIM AGAINST LICENSEE BY ANY OTHER PARTY.
13. ASSIGNMENT. Licensee is prohibited from assigning, transferring or
sub-licensing the Software without the prior written consent of Motorola. Any
prohibited assignment, transfer or sub-license shall be null and void.
Motorola reserves the right to assign the License Agreement, encumber
or sell the Software, or subcontract any of its obligations hereunder, either
in whole or in part, without notice to or the consent of Licensee.
14. NOTICES. All formal notices, consents and other communications required or
permitted under the License Agreement shall be in writing and shall be sent by
registered or certified mail, postage prepaid and return receipt requested, or
transmitted by telegram or telex if confirmed by such mailing, to the addresses
indicated in the License Agreement. Either party may change its address for the
purpose of formal notice by written notice to the other party.
15. ENTIRE AGREEMENT. THIS LICENSE AGREEMENT CONSTITUTES THE COMPLETE AND
EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN MOTOROLA AND LICENSEE, AND
SUPERSEDES ALL ORAL OR WRITTEN PROPOSALS, PRIOR AGREEMENTS AND OTHER PRIOR
COMMUNICATIONS BETWEEN THE PARTIES, CONCERNING THE SUBJECT MATTER OF THE
LICENSE AGREEMENT.
16. GENERAL TERMS AND CONDITIONS.
THIS AGREEMENT IS DEEMED BY THE PARTIES TO HAVE BEEN ENTERED INTO IN ILLINOIS;
AND THIS AGREEMENT'S INTERPRETATION, CONSTRUCTION AND THE RIGHTS, DUTIES AND
REMEDIES FOR ITS BREACH ARE TO BE DECIDED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF ILLINOIS. No representation or promise relating to and no
3
<PAGE> 4
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MOTOROLA MASTER RADIO SERVICE SOFTWARE LICENSE AGREEMENT
- - --------------------------------------------------------------------------------
amendment of the License Agreement shall be binding unless it is in writing and
signed by both parties. The terms and conditions of the License Agreement shall
prevail notwithstanding any variance with the terms and conditions of any order
submitted by Licensee. Motorola shall not be liable for any failure to perform
due to causes beyond its reasonable control. No waiver by a party of any breach
of any provision of the License Agreement shall constitute a waiver of any
other breach of that or any other provision of the License Agreement. Any
dispute between the parties to this License Agreement which cannot be resolved
through good faith negotiation shall be submitted to a court located in
Illinois for resolution.
Motorola and Licensee each consent to jurisdiction over it by such a court.
Licensee recognizes that applicable Federal Communications Act and other
statutes, laws, ordinances, rules and regulations may change from time to time
and that accordingly Motorola in its sole discretion has the right without
liability to modify the License Agreement to comply with such changes. In the
event that any of the provisions contained in the License Agreement are held to
be unenforceable, the License Agreement shall be construed without such
provisions. No action, regardless of form, arising out of the License Agreement
may be brought by Licensee more than one (1) year after the cause of action has
arisen.
ACCEPTED AND APPROVED BY MOTOROLA AS OF
NOV 08 1994, 19
- - -------------------- --
MOTOROLA
MOTOROLA, LICENSEE
BY: /s/ LEO ZIMINSKY BY: /s/ DAVID A. TERMAN
------------------------------ ------------------------------
(Authorized Signature) (Authorized Signature)
Please type the following: Please type the following:
NAME: Leo Ziminsky NAME: David A. Terman
----------------------------- -----------------------------
TITLE: V.P. and General Manager TITLE: President
---------------------------- ----------------------------
DATE: NOV 08 1994 DATE: 9/22/94
----------------------------- ----------------------------
Address for Formal Notices: Address for Formal Notices:
Motorola Champion Comm. Services, Inc.
Dealer Support Services ----------------------------------
1301 East Algonquin Road (Company Name)
Room 4330
Schaumburg, Illinois 60196 1111 Bagby #2121
----------------------------------
(Address)
Houston, Tx. 77002
----------------------------------
(City, State, Zip)
Attn: Dave Terman
-----------------------------
Customer No.:
---------------------
PLEASE COMPLETE ALL OF THE INFORMATION PERTAINING TO THE LICENSEE AND RETURN
THIS ENTIRE LICENSE TO MOTOROLA AT THE ABOVE ADDRESS.
4
<PAGE> 5
APPENDIX A TO MOTOROLA MASTER RADIO SERVICE SOFTWARE AGREEMENT
BETWEEN
MOTOROLA AND
("LICENSEE")
---------------------------------------------
LOCATION 1: Champion Comm. Services, Inc. DATE: 9/22/94
------------------------------ ----------------------------
1111 Bagby #2121 ATTN: David Terman
------------------------------ ----------------------------
Houston, Tx. 77002 PHONE: (800) 614-6500
------------------------------ ---------------------
LOCATION 2: DATE:
------------------------------ ----------------------------
ATTN:
------------------------------ ----------------------------
PHONE: ( )
------------------------------ ---------------------
LOCATION 3: DATE:
------------------------------ ----------------------------
ATTN:
------------------------------ ----------------------------
PHONE: ( )
------------------------------ ---------------------
LOCATION 4: DATE:
------------------------------ ----------------------------
ATTN:
------------------------------ ----------------------------
PHONE: ( )
------------------------------ ---------------------
ACCEPTED AND APPROVED BY MOTOROLA AS OF
NOV 08 1994, 19
- - -------------------- --
MOTOROLA
MOTOROLA, LICENSEE
BY: /s/ LEO ZIMINSKY BY: /s/ DAVID A. TERMAN
------------------------------ ------------------------------
(Authorized Signature) (Authorized Signature)
Please type the following: Please type the following:
NAME: Leo Ziminsky NAME: David A. Terman
----------------------------- -----------------------------
TITLE: V.P. and General Manager TITLE: President
---------------------------- ----------------------------
DATE: NOV 08 1994 DATE: 9/22/94
----------------------------- ----------------------------
<PAGE> 1
================================================================================
KENWOOD COMMUNICATIONS CORPORATION
MASTER DEALER AGREEMENT
LAND MOBILE RADIO PRODUCTS
[KENWOOD LOGO]
================================================================================
<PAGE> 2
KENWOOD COMMUNICATIONS CORPORATION
MASTER DEALER AGREEMENT
LAND MOBILE RADIO PRODUCTS
THIS AGREEMENT is made in Long Beach, California as of the
__________________ day of ________________, 19__, by and between KENWOOD
COMMUNICATIONS CORPORATION, a California corporation, having its principal
place of business at 2201 E. Dominguez Street, Long Beach, California 90810-
5745 (hereinafter called "Kenwood") and
CHAMPION COMMUNICATION SERVICES, INC.
- - --------------------------------------------------------------------------------
Dealer's Full Legal Name and D/B/A (if different from Legal Name)
having its principal place of business at
1610 WOODSTEAD COURT, SUITE 330, THE WOODLANDS, TX 77380
- - --------------------------------------------------------------------------------
Street Address City/Town State Zip
(hereinafter called "Dealer").
BACKGROUND
Kenwood markets various high quality land mobile radio product lines.
Dealer desires to be appointed as an authorized Kenwood dealer for one or more
of such product lines and Kenwood desires to so appoint Dealer, upon the terms
and conditions hereinafter set forth. Accordingly, in consideration of the
foregoing and the mutual covenants and undertakings hereinafter set forth,
Kenwood and Dealer hereby agree as follows:
AGREEMENTS
1. Appointment and Acceptance.
A. Kenwood and Dealer have executed one or more Kenwood Land Mobile
Product Addenda applicable to specific Kenwood land mobile product lines.
Kenwood hereby appoints Dealer as one of Kenwood's authorized dealers for the
products included in those product lines specified on such Addenda. All such
executed Kenwood product Addenda hereinafter are referred to collectively as
"the Applicable Product Addenda". The product lines specified on the Applicable
Product Addenda hereinafter are referred to collectively as "the Applicable
Product Lines", and the products included in the Applicable Product Lines
hereinafter are referred to collectively as "Kenwood Products" or "the
Products". Dealer's appointment hereunder shall not entitle Dealer to purchase
any land mobile or other products from Kenwood other than those included in the
Applicable Product Lines.
B. Dealer's appointment as an authorized Kenwood dealer for the
Products shall be nonexclusive. Kenwood shall have the right, from time to
time, at its sole discretion, to increase or decrease the number of authorized
Kenwood dealers and/or locations in the vicinity of Dealer's authorized
location(s) or elsewhere, without advance notice to Dealer, or to otherwise
market the Products as it sees fit.
C. Dealer hereby accepts its appointment hereunder.
2. Sales Limitations.
A. Kenwood and Dealer agree that Dealer shall not sell or offer the
Products for sale from any locations other than those which Kenwood has
authorized in advance in writing. Dealer's presently authorized location(s) are
listed on the Applicable Product Addenda.
<PAGE> 3
B. Kenwood and Dealer further agree that unless authorized in
advance by Kenwood in writing, Dealer shall not sell or otherwise transfer
Kenwood Products to any other person or entity for purposes of further resale.
Any such authorization may be withdrawn by Kenwood at any time, at its sole
discretion, by written notice to Dealer.
C. Kenwood and Dealer acknowledge and agree that the limitations set
forth in subparagraphs A and B hereof will contribute to the achievement of one
or more of the following goals:
i. Compliance by all outlets at which Kenwood Products are
sold or offered for sale with the standards established by
Kenwood for its authorized dealers.
ii. Provision of the maximum service to their customers by
authorized Kenwood dealers, both prior and subsequent to
sale.
iii. Prevention of oversaturation of the market for Kenwood
Products, thereby improving the ability of authorized
Kenwood dealers to compete effectively with dealers
selling competitive products.
iv. Prompt location of the Products by Kenwood in the event
that it becomes necessary to recall the Products, whether
for safety or other reasons.
3. Mail Order and Telephone Order Sales.
Dealer shall refrain from any mail order or telephone order sales of the
Products and shall sell the Products only to customers with whom Dealer meets
in person, whether on the premises of Dealer or the customer. Kenwood and
Dealer acknowledge and agree that such limitations are appropriate inasmuch as:
A. If all authorized Kenwood dealers for the Products refrain from
mail order and telephone order sales, each authorized Kenwood dealer will be
encouraged to make the highest commitment to the Products, thereby enhancing
the position of the Products with respect to competitive products.
B. Due to the nature of the Products, it is desirable that they be
demonstrated to prospective purchasers and that their specifications, features
and Product benefits be explained fully in a personal meeting with the
salesperson, during which the salesperson can assess the purchaser's needs.
C. Certain models of the Products require installation which best
can be accomplished by professional installers in order to enhance their
performance. Authorized Kenwood dealers will be unable to install the Products
for purchasers whose only contacts with Kenwood are by mail or telephone, and
dealers engaged in mail or telephone order sales may not be knowledgeable
concerning local installers to whom purchasers can be referred.
4. Support by Kenwood.
Kenwood shall provide its authorized dealers for the Products with
support, through local training performed by Kenwood employees and/or
independent sales representatives, through national advertising, and through
Product literature.
5. Location Requirements.
Dealer agrees that each of the requirements expressed in this paragraph
shall be fulfilled at each of Dealer's authorized locations at all times during
the term of this Agreement:
A. Dealer shall have a sales facility at the location, which shall
be maintained in a manner enabling Dealer to demonstrate and sell the Products
properly.
B. Dealer shall maintain sales personnel at the location who are
fully conversant with the specifications, features and benefits of the
Products. Dealer shall conduct any sales training of its personnel which may be
necessary to impart such knowledge, and shall extend complete cooperation to
Kenwood in any Product education programs which Kenwood may establish.
2
<PAGE> 4
C. Dealer shall use its best efforts to stimulate and increase
interest in the Products, consistently shall encourage the purchase of the
Products by Dealer's customers, and at all times shall represent the Products
fairly in comparison with competitive products from other suppliers.
D. Dealer at no time shall engage in any unfair trade practices or
make any false or misleading representations with regard to Kenwood or Kenwood
Products. Dealer shall make no representations to customers or to the trade
with respect to Kenwood Product specifications or features, except such as may
be approved in writing or published by Kenwood.
E. Dealer either shall maintain facilities and personnel at the
location which will enable Dealer to perform both in and out of warranty
service with respect to the Products, or shall maintain a working relationship
with one or more independent authorized Kenwood service stations for the
Products.
F. To the extent not otherwise required herein, Dealer shall comply
with all applicable federal, state and local laws and regulations in performing
its obligations hereunder and in any other dealings with the Products.
6. Minimum Purchase Requirements.
Dealer shall satisfy minimum purchase requirements established by
Kenwood, in accordance with the provisions of the Applicable Product Addenda.
Such requirements shall remain in force unless and until modified by Kenwood,
by written notice to dealer which may be undertaken by Kenwood annually on a
fiscal year basis. Any election by Kenwood to refrain from implementing
modifications in a particular year shall not serve to waive its rights in
subsequent years.
7. Prices and Other Terms and Conditions of Sale.
A. Dealer acknowledges receipt of Kenwood's current price list(s),
applicable to the Products hereinafter called collectively the "Price List'.
The Price List, any supplementary or replacement Price Lists, and each of the
prices and other terms and conditions of sale contained in all such Price Lists
shall be considered integral parts of this Agreement. Kenwood shall have the
right to reduce or increase prices to Dealer at any time, without advance
notice. When a new Price List is issued to Dealer by Kenwood, it shall become a
part of this Agreement automatically as of the effective date stated thereon,
and shall supersede all prior inconsistent Price Lists.
B. Prices do not include taxes of any nature. Dealer shall pay
applicable taxes when invoiced by Kenwood unless Dealer supplies tax exemption
certificates in form satisfactory to Kenwood and the appropriate taxing
authorities.
C. Except with respect to mailers or programs on which Kenwood and
Dealer specifically agree in writing or to which Kenwood commits in writing,
all transactions between Kenwood and Dealer relating to the Products shall be
governed entirely by the terms and conditions stated in this Agreement, in the
Price List, on Kenwood invoices and order acknowledgments, and in any Security
Agreements as may be executed by the parties. KENWOOD HEREBY REGISTERS A
CONTINUING OBJECTION TO ANY TERMS OR CONDITIONS CONTAINED IN DEALER'S PURCHASE
ORDERS OR OTHER BUSINESS FORMS WHICH ARE DIFFERENT FROM OR IN ADDITION TO THE
AFORESAID KENWOOD TERMS AND CONDITIONS. ABSENT KENWOOD'S EXPRESS WRITTEN
ASSENT, NO SUCH DIFFERENT OR ADDITIONAL TERMS OR CONDITIONS SHALL BE OF ANY
FORCE OR EFFECT WHATSOEVER UNDER ANY CIRCUMSTANCES WITH RESPECT TO TRANSACTIONS
BETWEEN KENWOOD AND DEALER. NOTWITHSTANDING ANY FAILURE BY KENWOOD TO
COMMUNICATE FURTHER OBJECTIONS THERETO. In the event of any inconsistencies
between this Agreement and the other Kenwood documents identified above, the
terms of this Agreement shall control.
D. Kenwood shall have the right, at any time, to modify or cease
making available any or all of the Products listed in the Price List, without
advance notice or liability to Dealer.
8. Credit and Financial Requirements.
A. Dealer represents and warrants to Kenwood that Dealer is in a
good and substantial financial condition and is able to pay all bills when due.
Dealer shall, from time to time, when requested by Kenwood, furnish any
financial statements or additional information as Kenwood may deem necessary to
enable Kenwood to determine Dealer's financial condition.
3
<PAGE> 5
B. Kenwood shall determine, at its sole discretion, whether to
extend credit to Dealer and the amount of, credit if any, to be extended.
Kenwood shall have the right to change payment terms, credit limits, or any
other financial requirements from time to time, at its sole discretion.
C. Sales will be made on the payment terms in effect at the time
that an order is accepted, and Dealer shall pay all invoices when due. Receipt
of any check, draft or other commercial paper shall not constitute payment
unless and until such instrument has been honored by the appropriate financial
institution(s).
D. Dealer shall refrain from making deductions of any kind from any
payments due Kenwood, unless a credit memorandum has been issued by Kenwood to
Dealer. No payment by Dealer to Kenwood of any lesser amount than that due to
Kenwood shall be deemed to be other than a payment on account, and no
endorsement or statement on any check or in any letter or other writing
accompanying any check or other payment shall create an accord and
satisfaction. Kenwood may accept any payment without prejudice to Kenwood's
right to recover any remaining balance or to pursue any other remedy provided
in this Agreement, in any Security Agreement(s) executed by the parties, or by
applicable law.
E. If Dealer becomes delinquent in payment obligations or other
credit or financial requirements established by Kenwood or, if in the sole
judgment of Kenwood, Dealer's creditworthiness becomes impaired, Kenwood shall
have any or all of the following rights and remedies in addition to any other
rights and remedies provided in this Agreement, in any Security Agreement(s)
executed by the parties, or by applicable law:
(i) Kenwood may refuse to accept any new orders, may cancel or
delay shipment of any orders accepted previously, or may
stop any shipments in transit.
(ii) Kenwood may declare all outstanding Dealer indebtedness
immediately due and payable, notwithstanding any credit
terms previously in effect.
KENWOOD SHALL NOT BE LIABLE TO DEALER FOR LOSSES OR DAMAGES OF ANY KIND, AS A
RESULT OF THE EXERCISE BY KENWOOD OF ITS RIGHTS AND REMEDIES HEREUNDER.
F. INTEREST SHALL ACCRUE ON ALL DELINQUENT AMOUNTS AT THE RATE OF
ONE AND ONE-HALF (1-1/2%) PERCENT PER MONTH (EIGHTEEN [18%] PERCENT PER
ANNUM) FROM THE DUE DATE OF INVOICE, OR THE MAXIMUM RATE OF INTEREST PERMITTED
BY APPLICABLE LAW OR REGULATIONS, WHICHEVER IS LESS.
G. If a judgment in Kenwood's favor is entered in any litigation
instituted by Kenwood against Dealer to collect delinquent amounts, Kenwood
shall be entitled to an award of reasonable attorneys' fees and costs as part
of such judgment.
9. Orders and Shipments.
A. Each of Dealer's orders is subject to Kenwood's acceptance. In
addition to any specific rights of rejection set forth in this Agreement,
Kenwood shall have the right, for any reason whatsoever, to reject any order,
in whole or in part.
B. Kenwood shall endeavor to ship accepted orders within a
reasonable time. HOWEVER, KENWOOD SHALL NOT BE LIABLE TO DEALER FOR ANY
DAMAGES, WHETHER INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR OTHERWISE, FOR FAILURE
TO FILL ORDERS, DELAYS IN SHIPMENT OR DELIVERY OR ANY ERROR IN THE FILLING OF
ORDERS, REGARDLESS OF THE CAUSE THEREFOR.
C. In the event of Product shortages, Kenwood shall have the right
to allocate the available supply among its customers on a case by case basis,
in a manner deemed equitable by Kenwood under the particular circumstances.
D. Kenwood shall have the right to make partial shipments with
respect to Dealer's orders, which shipments shall be invoiced separately and
paid for when due, without regard to subsequent shipments. Delay in shipment or
delivery of any particular installment shall not relieve Dealer from its
obligation to accept any remaining installments.
4
<PAGE> 6
E. Regardless of the party paying freight charges, all risk of loss
of or damage to the Products in transit shall be borne by Dealer, commencing
with the placement of the Products in the custody of a carrier or shipping
agent at Kenwood's loading dock. Kenwood shall provide reasonable assistance to
Dealer in making claims with carriers in the event of such loss or damage, if
so requested by Dealer.
F. Kenwood shall have the right, at its option, to cancel any back
orders (even if they have been accepted previously by acknowledgment, partial
shipment or otherwise), provided such orders have been outstanding for a
minimum of thirty (30) days. Any resubmitted orders shall be subject to
Kenwood's then current pricing.
10. Exclusion of Warranties and Damages for Defects.
A. Kenwood affords an express warranty to end users with respect to
the Products, but makes no express warranties to Dealer. Any and all implied
warranties with respect to Products or parts sold by Kenwood to Dealer,
INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR
A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, hereby are excluded.
B. If Dealer elects to afford a warranty to its customers with
respect to Kenwood Products in addition to the end user warranty afforded by
Kenwood, said warranty shall be in Dealer's name only, and Dealer shall not
represent to its customers that Kenwood has any responsibility thereunder.
C. Unless otherwise provided by applicable law, Kenwood's liability,
if any, to Dealer for any allegedly defective Product or part shall be limited
to repair or replacement of same at Kenwood's option, AND THE LIABILITY OF
KENWOOD, IF ANY, FOR DAMAGES RELATING TO DEFECTIVE PRODUCTS OR PARTS SHALL NOT
EXCEED DEALER'S PURCHASE PRICE FOR THE ITEMS IN QUESTION.
11. Trademarks and Tradenames.
A. Dealer acknowledges the exclusive ownership by Kenwood or
Kenwood's parent, subsidiaries or affiliates of all trademarks utilized
worldwide in connection with Kenwood Products (hereinafter called collectively
"Kenwood trademarks"). Dealer does not now have and shall not acquire by virtue
of this Agreement, any rights in or to Kenwood trademarks.
B. Dealer shall refrain from affixing any additional trademarks to
Kenwood Products or otherwise utilizing Kenwood trademarks in combination with
any other trademark(s). Dealer further shall refrain from affixing any Kenwood
trademark to products other than the appropriate Kenwood Products.
C. As used herein, the term "Kenwood trademarks" shall include all
marks, names, slogans, labels, logos and designs used by Kenwood, regardless of
whether such items are registered by Kenwood.
D. Dealer shall refrain from utilizing any Kenwood trademark (or any
confusingly similar trademark) in Dealer's corporate or business name.
12. Stock Adjustments.
No products may be returned to Kenwood by Dealer for credit or
replacement because of Dealer's desire to adjust its stock of the Products,
unless Dealer has obtained advance written authorization from Kenwood. Any such
returns shall be subject to Kenwood's then current return authorization/stock
adjustment procedures. In the event that Kenwood repurchases any of the
Products from Dealer or otherwise credits Dealer's account for the purchase
price of any of the Products, Dealer's purchases from Kenwood shall be deemed
reduced by the amount of the repurchase or credit.
13. Termination Matters.
A. This Agreement is for an indefinite term and may be terminated by
either party, at will, with or without cause. If the termination is without
cause, thirty (30) days advance written notice must be provided by the
terminating party to the other party. EACH PARTY ACKNOWLEDGES THAT SUCH PERIOD
IS ADEQUATE TO ALLOW IT TO TAKE ALL ACTIONS REQUIRED TO ADJUST ITS BUSINESS
OPERATIONS IN ANTICIPATION OF TERMINATION. If the termination is for cause,
advance notice may be provided at the option of the terminating party, but
shall not be required. "Cause" for purposes of this paragraph shall include,
but not necessarily be limited to, the following:
5
<PAGE> 7
(i) In the case of termination by Dealer, cause shall exist if
Kenwood breaches any provision of this Agreement.
(ii) in the case of termination by Kenwood, cause shall exist
under any of the following circumstances:
(a) Any breach by Dealer of this Agreement, including
but not limited to, the provisions of paragraphs 2,
3, 5, 6, or 8.
(b) The withdrawal of any present principal from
Dealer's business, the addition of any new
principal, the sale or other transfer of all or any
part of Dealer's business or any other change in
the management or control of Dealer's business.
(iii) Cause shall exist for termination by either party if the
other party attempts to assign this Agreement, except
under circumstances permitted hereunder, liquidates or
terminates its business, is adjudicated a bankrupt, makes
an assignment for the benefit of creditors, invokes the
provisions of any law for the relief of debtors, or files
or has filed against it any similar proceeding.
B. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR COMPENSATION,
REIMBURSEMENT FOR INVESTMENTS OR EXPENSES, LOST PROFITS OR GOODWILL,
INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, OR DAMAGES OF ANY OTHER KIND OR
CHARACTER BECAUSE OF THE EXERCISE OF ITS TERMINATION RIGHTS HEREUNDER.
C. Upon any termination of this Agreement, Kenwood, at its option,
shall have the right to repurchase from Dealer any or all Kenwood Products then
in Dealer's inventory, but shall not be obligated to do so. If Kenwood wishes
to consider the exercise of such option, it shall, within ten (10) days
following the termination date, request Dealer to provide a list of Kenwood
Products on hand. Dealer shall provide such list within ten (10) days
thereafter. Within ten (10) days after receipt of such list, if Kenwood elects
to exercise its option, it shall identify for Dealer, those Products selected
for repurchase. In such event, Dealer, at its expense shall cause such Products
to be delivered to any of Kenwood's regional warehouses in the United States.
Kenwood shall have the right to inspect all returned merchandise before
establishing final disposition. Upon inspection, Kenwood shall be entitled to
reject and return to Dealer, freight collect, any Products which in Kenwood's
sole judgment, are in unacceptable condition. Dealer shall be credited for any
accepted Products at the net invoice prices at which such Products were
purchased originally by Dealer, less any allowances which Kenwood may have
granted Dealer on account of such Products, and less the costs of any necessary
repair, refurbishing or repackaging.
14. Assignment and Notice of Sale.
Dealer may not assign, transfer or sell all or any of its rights under
this Agreement (or delegate all or any of its obligations hereunder) without
the advance written consent of Kenwood. If a sale or other transfer of the
business conducted by Dealer is contemplated (whether by transfer of stock,
assets or otherwise), Dealer shall notify Kenwood in writing not less than
thirty (30) days prior to effecting such transfer, but such notice shall not
obligate Kenwood to appoint the transferee as an authorized Kenwood dealer for
the Products or otherwise to deal with the transferee.
15. Indemnification.
Dealer agrees to fully indemnify, defend and hold harmless Kenwood, the
parent corporation, subsidiaries and affiliates of Kenwood, and the respective
officers, directors, shareholders, employees, agents, successors and assigns of
Kenwood and all such other entities (hereinafter referred to in this paragraph
collectively as "the indemnified parties"), from and against any and all
losses, damages, liabilities, obligations, judgments, settlements, costs and
other expenses incurred or suffered by the indemnified parties, by reason of
the assertion of any claim or the institution of any litigation against them,
during the term of this Agreement or subsequent to its termination, which is
directly or indirectly based upon or related to any breach by Dealer of this
Agreement or any other acts or omissions of Dealer, its employees or agents.
Dealer shall be obligated to assume the defense, at its sole expense, of any
claim or litigation as to which it has an indemnification obligation hereunder.
If Dealer fails to do so in a timely manner, the indemnified parties shall have
the right to assume their own defense, and Dealer shall be obligated to
reimburse the indemnified parties for any and all
6
<PAGE> 8
reasonable expenses (including but not limited to attorneys' fees) incurred in
the defense of such claim or litigation, in addition to Dealer's other
indemnity obligations hereunder.
16. Relationship of the Parties.
The relationship between Kenwood and Dealer is that of buyer and seller
only. Nothing stated in this Agreement shall be construed as creating the
relationships of employer and employee, franchisor and franchisee, master and
servant, principal and agent, partnership or joint venture between the parties.
Dealer shall be deemed an independent contractor at all times, and shall have
no express or implied right or authority to assume or create any obligation on
behalf of Kenwood.
17. Waiver.
The waiver by either party of any of its rights or any breaches of the
other party under this Agreement in a particular instance shall not be
construed as a waiver of the same or different rights or breaches in subsequent
instances. All remedies, rights, undertakings and obligations hereunder shall
be cumulative, and none shall operate as a limitation of any other.
18. Notices.
Except as otherwise provided in paragraph 23, all notices and demands of
any kind which either Kenwood or Dealer may be required or desire to serve upon
the other under the terms of this Agreement shall be in writing and shall be
served by delivery or mail at the addresses set forth herein or at such other
addresses as may be designated hereafter by notice served as herein provided.
If by delivery, service shall be deemed complete upon such delivery. If by
mail, service shall be deemed complete upon mailing.
19. Paragraph Headings and Language Interpretations.
The paragraph headings contained herein are for reference only and shall
not be considered substantive provisions of this Agreement. The use of a
singular or plural form in this Agreement shall include the other form, and the
use of a masculine, feminine or neuter gender shall include the other genders.
20. Severability.
In the event that any of the provisions of this Agreement or the
application of any such provisions to the parties hereto with respect to their
obligations hereunder shall be held by a court of competent jurisdiction to be
unlawful or unenforceable, the remaining provisions of this Agreement shall
remain in full force and effect, and shall not be affected, impaired, or
invalidated in any manner.
21. Entire Agreement.
This Agreement, together with any other documents incorporated herein by
reference, constitutes the entire Agreement between the parties hereto
pertaining in any manner to the subject matter hereof, and contains all of the
covenants and undertakings between the parties with respect to said subject
matter. Each party to this Agreement acknowledges that no written or oral
representations, inducements or promises have been made, which are not embodied
herein. IT IS THE DESIRE AND INTENTION OF THE PARTIES THAT THE EXPRESS
PROVISIONS OF THIS AGREEMENT NOT BE SUBJECT TO VARIATION BY IMPLIED COVENANTS
OF ANY KIND. Except as otherwise provided herein, any and all prior or
contemporaneous written or oral agreements between the parties pertaining in
any manner to the subject matter of this Agreement expressly are superseded and
cancelled by this Agreement. Notwithstanding anything to the contrary contained
herein, this Agreement shall not be deemed to supersede or otherwise impair in
any manner, any Security Agreement (s) as may have been heretofore executed by
the parties. Except as otherwise provided in this Agreement, this Agreement may
not be modified, supplemented or amended, except by an instrument executed by
both parties. This Agreement may be executed in multiple counterparts, each of
which shall be deemed enforceable without production of the others.
7
<PAGE> 9
22. Execution of Agreement and Applicable Law.
This Agreement shall become effective only if it first is executed by
Dealer within or outside the State of California and subsequently is executed
by Kenwood in the State of California, and shall be governed and construed in
all respects in accordance with the laws of the State of California, excluding
California's conflicts of law principles.
23. Forum Selection and Consent to Jurisdiction.
ANY LITIGATION INSTITUTED BY DEALER AGAINST KENWOOD PERTAINING IN ANY
MANNER TO THIS AGREEMENT OR ANY OTHER ASPECT OF THE PARTIES' BUSINESS
RELATIONSHIP MUST BE FILED BY DEALER BEFORE A COURT OF COMPETENT JURISDICTION
IN THE STATE OF CALIFORNIA. DEALER HEREBY CONSENTS IRREVOCABLY TO THE
JURISDICTION OF THE CALIFORNIA COURTS OVER ITS PERSON IN THE EVENT THAT KENWOOD
ELECTS TO INSTITUTE LITIGATION AGAINST DEALER IN CALIFORNIA PERTAINING TO ANY
SUCH MATTERS. IN SUCH EVENT, SERVICE OF PROCESS MAY BE MADE UPON DEALER AS
PROVIDED BY CALIFORNIA LAW, OR SHALL BE CONSIDERED EFFECTIVE IF SENT BY
CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and
year hereinabove written.
DEALER
CHAMPION COMMUNICATION SERVICES, INC.
- - -------------------------------------
Dealer's Full Legal Name
- - -------------------------------------
d/b/a (if Different from legal Name)
A Corporation
-----------------------------------
(Corporation, Partnership
or Sole Proprietorship)
of the State of:
Delaware
- - -------------------------------------
By: /s/ K. E. NOTTER, JR.
---------------------------------
Signature
K. E. Notter, Jr.
- - -------------------------------------
Print or Type Name
Title: Senior Vice President
------------------------------
(Corporate Officer {Indicate Office},
Partner, Proprietor)
Attesting Witness:
/s/ [ILLEGIBLE]
- - -------------------------------------
KENWOOD COMMUNICATIONS CORPORATION
By: /s/ [ILLEGIBLE]
---------------------------------
Title:
------------------------------
8
<PAGE> 10
KENWOOD COMMUNICATIONS CORPORATION
PRODUCT ADDENDUM TO MASTER DEALER AGREEMENT
FOR LAND MOBILE RADIO PRODUCTS
Applicable Products.
Trunked radio products.
Authorized Locations.
Dealer's authorized location(s) for the Products are as follows:
- - --------------------------------------------------------------------------------
Street Address City or Town State Zip
1610 Woodstead Court - Suite 330, The Woodlands, TX 77380
- - --------------------------------------------------------------------------------
517 S. 16th Street -LaPorte, TX 77571
- - --------------------------------------------------------------------------------
10100 W. Sample Road, Suite 305, Coral Springs, FL 33065
- - --------------------------------------------------------------------------------
8655 E. Via De Ventura, Suite G-241, Scottsdale, AZ 85258
- - --------------------------------------------------------------------------------
P.O. Box 3, 2049 loth Street, Gering, NE 69341
- - --------------------------------------------------------------------------------
Minimum Purchase Requirements.
A. Purchases shall be measured semiannually, based upon Kenwood's
fiscal year. (April 1st through March 31st).
B. Semiannual purchasing periods are April 1st through September
30th and October 1st through March 31st.
C. Dealer's present semiannual purchase requirement (net of returns
and any other adjustments) is $N/A. If this Addendum first becomes effective
other than at the commencement of a semi-annual period, the requirement for
such initial period shall be prorated.
D. If Dealer has been appointed by Kenwood under more than one
Product Addendum, Dealer shall be required to satisfy individual requirements
for each Addendum. Purchases of different product lines may not be aggregated.
E. Kenwood shall be entitled to change Dealer's minimum semiannual
purchase requirement on an annual basis, by providing written notice to Dealer
of a change for the subsequent year no later than March 1st of the year then in
force. The new requirement specified in any such notice shall supersede all
requirements set forth in any prior notifications or in this Product Addendum.
Kenwood's election to refrain from changing Dealer's requirement in any
particular year shall not preclude a change in any subsequent year.
*CCSI has been awarded the 500 lot trunking
product pricing for calendar 1996.
<PAGE> 11
This Addendum is effective as of February 5, 1996 and supersedes any Addenda
executed previously by the parties concerning the subject matter hereof.
DEALER
CHAMPION COMMUNICATION SERVICES, INC.
- - -------------------------------------
Dealer's Full Legal Name
- - -------------------------------------
d/b/a (if Different from legal Name)
By: /s/ KENNETH E. NOTTER, JR.
---------------------------------
Signature
Kenneth E. Notter, Jr.
- - -------------------------------------
Print or Type Name
Title: Senior Vice President
------------------------------
(Corporate Officer {Indicate Office},
Partner, Proprietor)
Attesting Witness:
/s/ [ILLEGIBLE]
- - -------------------------------------
KENWOOD COMMUNICATIONS CORPORATION
By:
---------------------------------
Title:
------------------------------
FOR INFORMATIONAL PURPOSES;
SYSTEMS: Own [X] Sell onto another [X] 800MHz [X] 900MHz [ ]
No. of Chs. [ ]
<PAGE> 12
KENWOOD COMMUNICATIONS CORPORATION
PRODUCT ADDENDUM TO MASTER DEALER AGREEMENT
FOR LAND MOBILE RADIO PRODUCTS
Applicable Products.
Conventional land mobile radio products.
Authorized Locations.
Dealer's authorized location(s) for the Products are as follows:
1610 Woodstead Court, Suite 300 The Woodlands, Texas 77380
- - --------------------------------------------------------------------------------
Street Address City or Town State Zip
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
- - --------------------------------------------------------------------------------
Minimum Purchase Requirements.
A. Purchases shall be measured semiannually, based upon Kenwood's
fiscal year. (April 1st through March 31st).
B. Semiannual purchasing periods are April 1st through September
30th and October 1st through March 31st.
C. Dealer's present semiannual purchase requirement (net of returns
and any other adjustments) is $25,000. If this Addendum first becomes effective
other than at the commencement of a semi-annual period, the requirement for
such initial period shall be prorated.
D. If Dealer has been appointed by Kenwood under more than one
Product Addendum, Dealer shall be required to satisfy individual requirements
for each Addendum. Purchases of different product lines may not be aggregated.
E. Kenwood shall be entitled to change Dealer's minimum semiannual
purchase requirement on an annual basis, by providing written notice to Dealer
of a change for the subsequent year no later than March 1st of the year then in
force. The new requirement specified in any such notice shall supersede all
requirements set forth in any prior notifications or in this Product Addendum.
Kenwood's election to refrain from changing Dealer's requirement in any
particular year shall not preclude a change in any subsequent year.
<PAGE> 13
This Addendum is effective as of ________, 19__ and supersedes any
Addenda executed previously by the parties concerning the subject matter
hereof.
DEALER
CHAMPION COMMUNICATION SERVICES, INC.
- - -------------------------------------
Dealer's Full Legal Name
- - -------------------------------------
d/b/a (if Different from legal Name)
By: /s/ K. E. NOTTER, JR.
---------------------------------
Signature
K. E. Notter, Jr.
- - -------------------------------------
Print or Type Name
Title: Senior Vice President
------------------------------
(Corporate Officer {Indicate Office},
Partner, Proprietor)
Attesting Witness:
/s/ [ILLEGIBLE]
- - -------------------------------------
KENWOOD COMMUNICATIONS CORPORATION
By: /s/ [ILLEGIBLE]
---------------------------------
Title:
------------------------------
FOR INFORMATIONAL PURPOSES;
SYSTEMS: Own [ ] Sell onto another [ ] 800MHz[ ] 900MHz [ ]
No. of Chs. [ ]
<PAGE> 1
SYSTEMS MANAGEMENT AGREEMENT
This Agreement is made and entered into between Champion Communications
Company (Owner) and Champion Communication Services, Inc. (Manager).
WHEREAS, the Owner is the holder of a license ("the Licensee") issued by
the Federal Communications Commission (the "FCC") to operate an 800 MHz System
located at the following location:
Colorado Springs, Colorado
WHEREAS, the Owner desires the Manager to manage the System on behalf of
and for the benefit of the Owner; and
WHEREAS, Manager desires to manage the System on behalf of and for the
benefit of the Owner,
Now, therefore, the parties agree as follows:
1. Manager will provide complete system management services on
behalf of Owner for the System.
2. Owner is the Licensee of the FCC Systems and shall exercise
complete control thereof and shall be responsible for its
operation.
3. In the event that it is determined that any provision of this
Agreement, or the relationship between Owner and Manager created
hereby violates any FCC rule or regulation, the parties shall
immediately make good faith efforts to bring this Agreement or
such relationship into compliance with such rules and
regulations. If the parties cannot agree to a method to achieve
compliance within thirty (30) days after such determination, this
Agreement shall immediately terminate.
4. This Agreement shall commence and become effective upon its
execution. The term of this Agreement shall expire December 31,
1996.
5. Manager has an option to purchase the System any time prior to
December 31, 1996. (See attached option).
6. This Agreement shall be binding upon and insure to the benefit of
the parties. All subsequent Owners or Licensees of the System,
all future Managers of the System and their respective heirs,
representatives, successors, and permissible assigns.
<PAGE> 2
The parties have caused this Agreement to be executed the 20th day of
July, 1995.
CHAMPION COMMUNICATIONS CHAMPION COMMUNICATION
COMPANY SERVICES, INC.
By: /s/ ALBERT F. RICHMOND By: /s/ PAMELA R. COOPER
------------------------------ ------------------------------------
Title: President Title: Treasurer
--------------------------- ---------------------------------
<PAGE> 3
Champion Communications Company
2739 Wisteria Walk
Spring, TX 77388
PURCHASE OPTION
July 20, 1995
Champion Communications Company hereby grants to Champion Communication
Services, Inc. the right to acquire a five-channel 800 MHZ trunked license
located in Colorado Springs, Colorado for $100,000 cash as of the date
reflected above. The purchase price shall increase 5/8 of 1% per month until
such time the option expires on December 31, 1996.
<PAGE> 1
PROMISSORY NOTE
USD 50,000.00 July 28, 1995
FOR VALUE RECEIVED, CHAMPION COMMUNICATION SERVICES, INC., a corporation
organized and existing under the laws of the State of Delaware (the "Company"),
hereby promises to pay to ALBERT F. RICHMOND, at the offices of the payee at
1610 Woodstead Court, Suite 330, The Woodlands, Texas 77380, or at such other
place as the holder hereof may designate from time to time, on or before August
28, 1995, the principal sum of FIFTY THOUSAND UNITED STATES DOLLARS (USD
50,000.00) lawful money of the United States of America.
1. Interest on this Note shall be payable monthly on the unpaid
balance from and including the date hereof until the principal balance is fully
paid, at the rate of 10% per annum (calculated on the basis of a year of 360
days for the actual number of days elapsed), the first monthly payment of
interest being due and payable on August 28, 1995 and thereafter on the same
day of each month thereafter that this Note is outstanding.
2. The principal amount of this Note is payable in one (1)
installment of all outstanding amounts due under this Note.
3. This Note is secured by, among other things, a Security Agreement
from the Company in favor of the holder hereof covering the accounts receivable
of the Company.
4. Whenever any payment to be made hereunder shall be due on a
Saturday, Sunday or public holiday under the laws of the place of payment, such
payment shall be made on the business day last preceding such Saturday, Sunday
or public holiday.
<PAGE> 2
5. In the event that any amount due under this Note is not paid when
due, or in the event of the failure of the Company to fulfill any obligation,
covenant or agreement contained in this Note, then any such past due principal
and interest on this Note shall bear interest at the rate of 12% per annum
until paid.
6. This Note may be prepaid in whole or in part at any time without
premium or penalty.
7. No course of dealing between the Company and the holder of this
Note or any delay on the part of any holder of this Note in exercising any
rights hereunder shall operate as a waiver of any right of any holder of this
Note.
8. The maker, signers, sureties, endorsers, guarantors and other
parties liable for the payment of this Note severally waive presentment for
payment or acceptance, demand, notice of dishonor, and protest, and agree to
all extensions and partial payments, before or after maturity, without
prejudice to the holder; and if this Note is placed in the hands of an attorney
for collection after maturity, or, if it is collected through resort to a
bankruptcy, a probate, or any other court, whether before or after maturity,
then an additional 10% on the amount of principal and interest then unpaid
shall be added and collected as attorney's fees.
9. All amounts payable hereunder shall be paid free of all
deductions or withholdings in respect of any taxes whatsoever, except for taxes
imposed by United States authorities on the income or activities of the holder
hereof, which might be levied in
2
<PAGE> 3
connection with this Note, the interest herein; and in the event that because
of any provision of law, regulation or order of any kind, the foregoing
provisions cannot be carried out according to its terms, the Company agrees to
make all such withholdings and to pay all such taxes and deductions and to save
the holder hereof harmless therefrom in such manner that the payments received
by the holder pursuant to this Note are in the same amount that would have been
received had not such tax deduction or withholding been applicable.
10. This Note shall be governed by and construed under the internal
laws of the State of Texas.
CHAMPION COMMUNICATIONS SERVICES, INC.
By: /s/ DAVID TERMAN
-----------------------------------
Name: David Terman
Title: President
3
<PAGE> 4
ENDORSEMENT NO. 1
ENDORSEMENT NO. 1 dated August 28, 1995, to the Promissory Note dated
July 28, 1995 (the "Note") in the original principal amount of USD 50,000.00
from Champion Communication Services, Inc. in favor of Albert F. Richmond.
The Note is hereby amended, effective the date hereof as follows:
1. The maturity date of the Note is hereby extended to October 28,
1995.
2. The principal amount in the Note wherever it appears is amended
to be USD 75,000.
3. The term "this Note" wherever used in the Note shall be deemed to
mean and refer to the Note as amended by this Endorsement No.1.
IN WITNESS WHEREOF, the parties hereby have executed this Endorsement
No.1 the day and year first above written.
CHAMPION COMMUNICATION SERVICES, INC.
By: /s/ DAVID TERMAN
-----------------------------------
Name: David Terman
Title: President
/s/ ALBERT F. RICHMOND
---------------------------------------
Albert F. Richmond
<PAGE> 5
ENDORSEMENT NO. 2
ENDORSEMENT NO. 2 dated October 24, 1995, to the Promissory Note dated
July 28, 1995, as amended by Endorsement No.1 dated August 28, 1995 (the
"Note") in the original principal amount of USD 50,000.00 from Champion
Communication Services, Inc. in favor of Albert F. Richmond.
The Note is hereby amended, effective the date hereof as follows:
1. The maturity date of the Note remains October 28, 1995.
2. The principal amount in the Note wherever it appears is amended
to be USD 110,000.00.
3. The term "this Note" wherever used in the Note shall be deemed to
mean and refer to the Note as amended by this Endorsement No. 2.
IN WITNESS WHEREOF, the parties hereby have executed this Endorsement
No. 2 the day and year first above written.
CHAMPION COMMUNICATION SERVICES, INC.
By: /s/ DAVID TERMAN
-----------------------------------
Name: David Terman
Title: President
/s/ ALBERT F. RICHMOND
---------------------------------------
Albert F. Richmond
<PAGE> 1
SECURITY AGREEMENT
SECURITY AGREEMENT, dated as of July 28, 1995, between CHAMPIONS
COMMUNICATIONS SERVICES, INC., a Delaware corporation, its successors and
assigns (the "Debtor"), and ALBERT F. RICHMOND, (together with its successors
and assigns, the "Secured Party").
RECITALS
WHEREAS, the Secured Party has loaned the Debtor USD 50,000 as evidenced
by the promissory note of the Debtor dated the date hereof (the "Note"); and
WHEREAS, the Secured Party required, as a condition to its loan to the
Debtor, that the Debtor execute and deliver this Security Agreement to the
Secured Party as security for the Debtor's obligations under the Note.
NOW, THEREFORE, in consideration of the premises contained herein and
for other good and valuable consideration, receipt of which is hereby
acknowledged, the parties hereto agree and covenant as follows:
ARTICLE 1 - DEFINITIONS
Section 1.01. Defined Term. For purposes of this Security Agreement
"Accounts Receivable" shall mean all of the Debtor's accounts however arising
and however evidenced.
ARTICLE 2 - SECURITY
Section 2.01. Grant of Security Interest. In consideration of the loan
by the Secured Party evidenced by the Note and by way of security for payment
of all amounts due by the Debtor under the Note as it may be amended, modified
or extended or any other amounts due by the Debtor to the Secured Party, the
Debtor does hereby sell, pledge, assign, transfer and set over unto, and does
hereby grant a security interest in favor of the Secured Party and unto the
Secured Party's successors' and assigns' as Secured Party for its own proper
use and benefit, as security for all amounts due and owing under the Note,
hereunder or otherwise by the Debtor to the Secured Party, all right, title and
interest of the Debtor under, in and to the Accounts Receivable and any
proceeds and products of the Accounts Receivable.
Section 2.02. Continued Priority of Security Interest. The Debtor agrees
that it will not, without the prior written consent of the Secured Party,
create or suffer to exist any lien or security interest upon the Accounts
Receivable or any part thereof other than the lien and security interests
created hereby.
Section 2.03. Maintenance of Status of Security Interest. The Debtor
shall take all action that may be necessary or
<PAGE> 2
desirable, or that the Secured Party reasonably may request, so as at all times
(a) to grant and perfect the security interest in the Accounts Receivable
intended to be granted hereby and to maintain the validity, enforceability,
perfection and priority of the security interest in the Accounts Receivable,
(b) to protect or preserve the security interest created by this Security
Agreement and (c) to protect, preserve, exercise or enforce the rights of the
Secured Party hereunder, including but not limited to executing and delivering
Uniform Commercial Code financing statements, continuation statements, notices,
instructions and assignments, in each case in form and substance reasonably
satisfactory to the Secured Party and not inconsistent with the terms hereof.
The Debtor shall mark its books and records and the Accounts Receivable as may
be necessary or appropriate to evidence, protect and perfect the security
interest in the Accounts Receivable and shall cause its financial statements to
reflect such security interest.
Section 2.04. Evidence of Status of Security Interest. The Debtor shall
from time to time upon request of the Secured Party promptly deliver to the
Secured Party such file search reports from such Uniform Commercial Code and
other filing and recording offices as may be applicable from time to time as
the Secured Party may reasonably designate in order to establish that the
perfection and priority of the interest granted hereby are maintained.
Section 2.05. Authorized Action. The Secured Party is hereby authorized
to file one or more financing or continuation statements (including statements
of assignment and renewals thereof) or amendments thereto without the signature
of, or in the name of, the Debtor. A photographic or other reproduction of this
Security Agreement or of any financing statement filed in connection with this
Security Agreement shall be sufficient as a financing statement.
Section 2.06. The Debtor Remains Obligated; the Secured Party Not
Obligated. The grant by the Debtor to the Secured Party of the security
interest granted hereby shall not relieve the Debtor from the performance of
any term, covenant, condition or agreement on its part to be performed or
observed, or from any liability to any Person, under or in respect of any of
the Accounts Receivable or impose any obligation on the Secured Party to
perform or observe any such term, covenant, condition or agreement on the
Debtor's part to be so performed or observed or impose any liability on the
Secured Party for any act or omission on the part of the Debtor relating
thereto.
Section 2.07. Representation. The Debtor hereby represents and warrants
to the Secured Party that there is no other perfected security interest upon
the Accounts Receivable or any proceeds and products of the Accounts Receivable
as of the date of this Security Agreement.
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<PAGE> 3
ARTICLE 3 - COVENANTS OF THE DEBTOR
Section 3.01. Notice of Assignment. (a) Upon the occurrence and during
the continuance of an Event of Default, the Debtor will upon written request
from the Secured Party write letters to each of the Debtor's brokers, agents
and representatives into whose hands or control may come any proceeds of the
Accounts Receivable hereby assigned, informing each such addressee of this
Security Agreement and instructing such addressee during the existence of an
Event of Default to remit promptly to the Secured Party at such account or
accounts designated by the Secured Party all proceeds of the Accounts
Receivable hereby assigned which may come into the addressee's hands or control
and to continue to make such remittances until such time as the addressee may
receive written notice or instructions to the contrary direct from the Secured
Party. The Debtor further covenants that during the existence of an Event of
Default it will instruct each such addressee to acknowledge directly to the
Secured Party receipt of the Debtor's letter of notification and the
instructions. Any sum in respect of moneys assigned hereunder which is in the
hands of the Debtor's brokers, agents or other representatives during the
existence of an Event of Default shall be deemed to have been received by them
for the use and on behalf of the Secured Party.
(b) If any of the Debtor's accounts arise out of contracts with the
United States or any department, agency, or instrumentality thereof, the Debtor
will immediately notify the Secured Party in writing and execute any
instruments and take any steps required by the Secured Party in order that all
moneys due and to become due under such contracts shall be assigned to the
Secured Party and notice thereof given to the government under the Federal
Assignment of Claims Act.
Section 3.02. Compliance with Covenants. The Debtor will observe,
perform and comply with the covenants, terms and conditions herein, express or
implied, on its part to be observed, performed or complied with.
Section 3.03. No Sales or Transfers. The Debtor will not without the
prior written consent of the Secured Party sell, mortgage or transfer any of
the Accounts Receivable and any such written consent to any one sale, mortgage,
or transfer shall not be construed to be a waiver of this provision with
respect to any subsequent proposed sale, mortgage, or transfer. Any such sale,
mortgage, or transfer of any of the Accounts Receivable shall be subject to the
provisions of this Security Agreement and the lien hereof.
Section 3.04. Payment of Moneys. The Debtor hereby covenants with the
Secured Party that it will pay to the Secured Party on demand all moneys
whatsoever which the Secured Party shall or may reasonably expend or become
liable for, in or about the protection
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<PAGE> 4
or maintenance of the Accounts Receivable or enforcement of the security
interest created by this Security Agreement or in or about the exercise by the
Secured Party of any of the powers vested in it hereunder together with
interest thereon at the rate of 12% per annum from the date when such moneys
were expended by the Secured Party until the date of actual receipt whether
before or after any relevant judgment.
Section 3.05. Chief Executive Office and Name. The Debtor shall maintain
its chief executive office and principal place of business at 1610 Woodstead
Court, Suite 330, The Woodlands, Texas 77380 and its present name provided, the
Debtor may relocate its chief executive office and principal place of business
or change its name so long as the Debtor at its own expense (a) shall have
given the Secured Party not less than thirty (30) days prior written notice of
such relocation or name change, and (b) shall have caused to be filed in each
jurisdiction such financing statements or similar papers as the Secured Party.
All reasonable expenses of the Secured Party (including legal fees) incurred in
connection with confirming the maintenance of its security interest in the
Accounts Receivable after relocation of the Debtor's chief executive office and
principal place of business or a change in its name or shall be paid by the
Debtor.
Section 3.06. Taxes; Compliance. The Debtor shall (a) pay or discharge
when due all Taxes and all claims that might become a Lien on any of the
Accounts Receivable within 30 days of the due date thereof, except such Taxes,
if any, as are being contested in good faith and as to which adequate reserves
(determined in accordance with generally accepted accounting principles in the
United States) have been provided, and (b) comply in all material respects with
(i) all applicable laws relating to the Accounts Receivable and (ii) the terms
and provisions of any agreements pertaining to any Accounts Receivable.
Section 3.07. Liens. The interest of the Debtor in the Accounts
Receivable will continue to be held by the Debtor free and clear of any
security interests, liens, charges, claims or encumbrances other than the lien
created pursuant to this Security Agreement.
Section 3.08. Information. In addition to such other information as
shall be specifically provided for herein, the Debtor shall furnish to the
Secured Party such other information with respect to the Accounts Receivable as
the Secured Party may reasonably request from time to time.
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ARTICLE 4 - EVENT OF DEFAULT
Section 4.01. Event of Default. Each of the following, without further
notice or demand upon the Debtor (except as otherwise provided this Security
Agreement), shall constitute an Event of Default under this Security Agreement.
(a) The failure of the Debtor to pay any amount due under the Note when
due.
(b) The failure to cure the breach of any of the Debtor's
representations, covenants or warranties hereunder within twenty (20) days
following written notice by the Secured Party to the Debtor.
(c) The sale, encumbrance or disposition or attempted sale, encumbrance
or disposition of the any of the Accounts Receivable except as otherwise
expressly permitted in this Security Agreement.
Section 4.02. Application of Proceeds. Any sums recovered hereunder
after an Event of Default shall have occurred and be continuing shall be
applied as follows:
First: To the payment of all reasonable expenses and charges,
including the expenses of any sale, the expenses of any retaking,
attorney's fees, court costs, and any other expenses or advances made or
incurred by the Secured Party in the protection of its rights or the
pursuance of its remedies hereunder;
Second: To the payment of the amounts outstanding under the Note
or otherwise due to the Secured Party, including interest thereon to the
date of such payment and, if applicable, compensatory interest to the
date of such payment; and
Third: To the payment of any surplus thereafter remaining to the
Debtor or to whomsoever may be entitled thereto.
Section 4.03. Remedies. Upon the occurrence and during the continuance
of an Event of Default, the security interest created by this Security
Agreement shall become immediately enforceable and the Secured Party shall have
the right to:
(i) Upon the declaration by the Secured Party that all the then
unpaid obligations of the Debtor to the Secured Party under the Note or
otherwise are due and payable immediately, the same shall become and be
immediately due and payable.
(ii) Demand, sue for, collect or receive in the name and on
behalf of the Debtor or the Secured Party any money or
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<PAGE> 6
property at any time payable or receivable on account of or in exchange
for, or make any compromise or settlement deemed desirable with respect
to, any of the Accounts Receivable, but the Secured Party shall be under
no obligation so to do, or the Secured Party may extend the time of
payment, arrange for payment in installments or otherwise modify the
terms of, or release any of the Accounts Receivable without thereby
incurring responsibility to, or discharging or otherwise affecting any
liability of the Debtor. The Secured Party shall be under no duty to
protect, secure, perfect or insure the Accounts Receivable.
(iii) The Secured Party shall have the rights and remedies with
respect to the Accounts Receivable of a secured party under the Texas
Uniform Commercial Code, whether or not such code is in effect in the
jurisdiction where the rights and remedies are then asserted and any
other rights granted pursuant to applicable law. In addition, the
Secured Party is hereby granted the right to sell or cause to be sold in
Houston, Texas or elsewhere, in one or more sales or parcels, at such
price or prices as it may deem best and for cash or on credit or for
future delivery, without assumption of any credit risks, the Accounts
Receivable, at any broker's board or at public or private sale, without
demand of performance or notice of intention to sell, or of time or
place of sale (except 10 Business Days prior written notice to the
Debtor of the time and place of the sale at the Debtor's address set
forth in Section 8.05 below and the Debtor waives all other notice of
such sale), and the Secured Party may be the purchaser of any or all of
the Accounts Receivable so sold and thereafter hold the same absolutely
free from any claim or right of whatsoever kind, including any right or
equity of redemption of Debtor, any such demand, notice, right or equity
being hereby expressly waived and released (to the extent permitted by
applicable statute). The Debtor will pay to the Secured Party all
expenses (including fees and disbursements of counsel) of, or incidental
to, the enforcement of any of the provisions hereof or of any of the
obligations of the Debtor, of any actual or attempted sale, or any
exchange, enforcement, collection, compromise or settlement of any of
the Accounts Receivable or receipt of the proceeds thereof and for the
care or preservation of the Accounts Receivable; and all such expenses
shall be obligations of the Debtor within the terms of this Security
Agreement. All proceeds from the sale or other disposition of the
Accounts Receivable or from the transfer of the Secured Party's rights,
title and interest in the Accounts Receivable shall be held and applied
by the Secured Party in the manner provided for in Section 4.02 hereof.
(iv) The Debtor hereby irrevocably appoints the Secured Party its
true and lawful attorney-in-fact (which appointment
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<PAGE> 7
is coupled with an interest), with full power of substitution, to
enforce its rights upon occurrence and continuance of an Event of
Default and to take any action which the Secured Party may deem
necessary or appropriate to protect and preserve the security interest
in the Accounts Receivable granted herein.
Section 4.04. Power of Sale. Any sale of Accounts Receivable or transfer
of rights to the Accounts Receivable made pursuant to the terms of this
Security Agreement, whether under the power of sale hereby granted or any
judicial proceedings, shall operate to divest all right, title and interest of
any nature whatsoever of the Debtor thereto, and shall bar the Debtor and all
persons claiming by, through or under the Debtor. No purchaser shall be bound
to inquire whether notice has been given, or whether any default has occurred,
or as to the propriety of the sale, or as to the application of the proceeds
thereof. In case of any such sale, the Secured Party, if it is the purchaser,
shall be entitled, for the purpose of making settlement or payment for the
property purchased, to use and apply the obligations of the Borrower under the
Loan Agreement in order that there may be credited against the amount remaining
due and unpaid thereon the sums payable out of the net proceeds of such sale to
the Secured Party after allowing for the costs and expense of sale and other
charges. At any such sale, the Secured Party may bid for and purchase such
property and upon compliance with the terms of sale may hold, retain and
dispose of such property.
Section 4.05. Power of Attorney - Sale. The Secured Party is hereby
irrevocably appointed attorney-in-fact of the Debtor (which appointment is
coupled with an interest) upon the happening and during the continuance of any
Event of Default to execute and deliver to any purchaser aforesaid, and is
hereby vested with full power and authority to make, in the name and in behalf
of the Debtor, a good conveyance of the title to the Accounts Receivable so
sold. Any person dealing with the Secured Party or its attorney-in-fact shall
not be put on enquiry as to whether the power of attorney contained herein has
become exercisable. In the event of any sale of any of the Accounts Receivable,
under any power herein contained, the Debtor will, if and when required by the
Secured Party, execute such form of conveyance of the Accounts Receivable as
the Secured Party may direct or approve.
Section 4.06. Secured Party to Discharge Liens. The Debtor authorizes
and empowers the Secured Party or its appointees or any of them to appear in
the name of the Debtor in any court of any country or nation of the world where
a suit is pending against any of the Accounts Receivable because of or on
account of any alleged lien against any of the Accounts Receivable from which
the Accounts Receivable have not been released and to take such reasonable
steps towards the defense of such suit and the purchase or discharge of such
lien. All reasonable expenditures made or incurred by them or
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<PAGE> 8
any of them for the purpose of such defense or purchase or discharge shall be a
debt due from the Debtor to the Secured Party and shall be secured by the lien
of this Security Agreement in like manner and extent as if the amount and
description thereof were written herein.
Section 4.07. Payment of Expenses. The Debtor covenants that upon the
happening and during the continuance of any Event of Default, then, upon
written demand of the Secured Party, the Debtor will pay to the Secured Party
the whole amount due and payable in respect of the obligations of the Debtor
under this Security Agreement; in case the Debtor shall fail to pay the same
forthwith upon such demand, the Secured Party shall be entitled to seek
judgment for the whole amount so due and unpaid, together with such further
amounts as shall be sufficient to cover the reasonable compensation to the
Secured Party or its agents, attorneys and counsel and any necessary advances,
expenses and liabilities made or incurred by it or them hereunder. All moneys
collected by the Secured Party under this Section 4.07 shall be applied in
accordance with the provisions of Section 4.02 above.
Section 4.08. Remedies Cumulative. Each and every power and remedy
herein given to the Secured Party shall be cumulative and shall be in addition
to every other power and remedy herein given or now or hereafter existing at
law, in equity or by statute, and each and every power and remedy whether
herein given or otherwise existing may be exercised from time to time and as
often and in such order as may be deemed expedient by the Secured Party, and
the exercise or the beginning of the exercise of any power or remedy shall not
be construed to be a waiver of the right to exercise at the same time or
thereafter any other power or remedy. The Secured Party shall not be required
or bound to enforce any other of its rights under any other agreement or
instrument securing the Note prior to enforcing its rights under this Security
Agreement. No delay or omission by the Secured Party in the exercise of any
right or power or in the pursuance of any remedy accruing upon any Event of
Default shall impair any such right, power or remedy or be construed to be a
waiver of any such Event of Default or to be an acquiescence therein; nor shall
the acceptance by the Secured Party of any security or of any payment of or on
account of the obligations of the Debtor under this Security Agreement or the
Debtor under the Note maturing after any Event of Default or of any payment on
account of any past default be construed to be a waiver of any right to
exercise any remedies due to any future Event of Default or of any past Event
of Default not completely cured thereby. No consent, waiver or approval of the
Secured Party shall be deemed to be effective unless in writing and duly signed
by the Secured Party; any waiver by the Secured Party of any of the terms of
this Security Agreement or any consent given under this Security Agreement
shall only be effective for the purpose and on the terms which it is given and
shall be without prejudice to the right to give or withhold consent in relation
to future matters.
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<PAGE> 9
Section 4.09. Cure of Defaults. If at any time after an Event of Default
and prior to the actual sale of any of the Accounts Receivable by the Secured
Party or prior to any enforcement or foreclosure proceedings the Debtor offers
completely to cure all Events of Default and to pay all expenses, advances and
damages to the Secured Party consequent on such Events of Default, with
interest at the interest rate of 12% per annum, then the Secured Party may
accept such offer and payment and restore the Debtor to its former position,
but such action, if taken, shall not affect any subsequent Event of Default or
impair any rights consequent thereon.
Section 4.10. Discontinuance of Proceedings. In case the Secured Party
shall have proceeded to enforce any right, power or remedy under this Security
Agreement by foreclosure, entry or otherwise, and such proceedings shall have
been discontinued or abandoned for any reason, then and in every such case the
Debtor and the Secured Party shall be restored to their former positions and
rights hereunder with respect to the property subject or intended to be subject
to this Security Agreement, and all rights, remedies and powers of the Secured
Party shall continue as if no such proceedings had been taken.
ARTICLE 5 - MISCELLANEOUS
Section 5.01. Power of Attorney. The Debtor does hereby appoint the
Secured Party, its successors and assigns (which appointment is coupled with an
interest), the Debtor's true and lawful attorney, irrevocably, with full power
(in the name of the Debtor or otherwise), if an Event of Default shall have
occurred and be continuing, to ask, require, demand, receive, compound and give
acquittance for any and all moneys, claims, property and rights hereby
assigned, and claims for moneys due and to become due under or arising out of
the Accounts Receivable hereby assigned, to endorse any checks or other
instruments or orders in connection therewith and to file any claims or to take
any action or institute any proceedings which the Secured Party may deem to be
necessary or advisable in the premises.
Section 5.02. Irrevocability. The powers and authority granted to the
Secured Party herein have been given for a valuable consideration and are
hereby declared to be irrevocable.
Section 5.03. Further Documents. The Debtor agrees that at any time and
from time to time, upon the written request of the Secured Party, it will
promptly and duly execute and deliver any and all such further instruments and
documents as the Secured Party may reasonably deem desirable in obtaining the
full benefits of this Security Agreement and of the rights and powers herein
granted.
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<PAGE> 10
Section 5.04. Notices. All notices or other communications which are
required to be made hereunder shall be in writing and, if to the Secured Party,
mailed or telecopied or delivered to him, addressed to him at 1610 Woodstead
Court, Suite 330, The Woodlands, Texas 77380, Telecopier No. (713) 364-1901,
and if to the Debtor, mailed or telecopied or delivered to it at 1610 Woodstead
Court, Suite 330, The Woodlands, Texas 77380, Telecopier No. (713) 364-1901 or
to each party at such other address as shall be designated by such party in a
written notice to the other party. All such notices and other communications
shall, when mailed or telecopied, respectively be effective when deposited in
the mails or sent by telecopier (receipt confirmed), respectively, addressed as
aforesaid.
Section 5.05. Choice of Law. This Security Agreement shall be governed
by the internal laws of the State of Texas and may not be amended or changed
except by an instrument in writing signed by the parties hereto.
Section 5.06. Severability of Provisions. Any provision of this Security
Agreement that is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or
affecting the validity or enforceability of such provision in any other
jurisdiction. To the extent permitted by applicable law, the Debtor hereby
waives any provision of law that renders any provision hereof prohibited or
unenforceable in any respect.
Section 5.07. Termination. Upon the payment in full to the Secured Party
of all amounts due under the Note or otherwise and the payment in full to the
Secured Party of any amounts due under this Security Agreement, this Security
Agreement shall terminate and the Secured Party shall sign and deliver to the
Debtor any termination statements or other documents necessary to reflect such
termination.
IN WITNESS WHEREOF, the parties hereto have caused this Security
Agreement to be duly executed all as of the date noted above.
CHAMPION COMMUNICATION SERVICES, INC.
By: /s/ DAVID TERMAN
-----------------------------------
Name: David Terman
Title: President
/s/ ALBERT F. RICHMOND
---------------------------------------
Albert F. Richmond
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<PAGE> 1
[BRITWIRTH LETTERHEAD]
October 10, 1995
Mr. David Terman
Mr. Albert Richmond
Champion Communication Services, Inc.
1610 Woodstead Court
Suite 330
The Woodlands, Texas 77380
U.S.A.
Dear Sirs:
RE: LETTER OF ENGAGEMENT
This letter will confirm the arrangements by which Champion Communication
Services, Inc. (the "Company") has engaged BRITWIRTH Investment Company, Ltd.
("BRITWIRTH"). BRITWIRTH understands that the Company will initially complete a
private placement and subsequently an initial public offering ("IPO") of its
securities in the Province of Ontario. The Company also wishes to proceed, as
soon as possible, to have its shares traded on The Canadian Dealing Network
Inc. ("CDN") and to apply for listing on The Toronto Stock Exchange ("TSE").
Accordingly, the Company is retaining BRITWIRTH:
(i) as the exclusive fiscal agents in connection with a proposed
private placement of common shares or other equity securities
(the "Common Shares") to be completed by the Company, for total
gross proceeds (including debt conversion) of U.S $1,350,000 (the
"Private Placement"). The terms of the Private Placement shall
provide for the placement of 1,000,000 shares at U.S. $1.35 per
share; 400,000 shares to Messrs. Terman and Richmond for debt
conversion described in paragraph 10 and 600,000 shares to
BRITWIRTH or as BRITWIRTH may further direct. The 600,000 shares
taken by BRITWIRTH are subject to a 10% commission receivable by
BRITWIRTH;
<PAGE> 2
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(ii) as financial advisors to the Company in connection with the IPO,
pursuant to which the Company would issue 325,000 units, each
unit comprised of one common share and one common share purchase
warrant. The warrant will be exercisable at U.S. $7.15 for a
period of 18 months from the closing date of the IPO, to acquire
one common share of the Company. However, the company may force
warrant conversion if the closing price for the Company's stock is
at $10.50 CAN. or more per share for at least 10 of any 20
consecutive days. The company will give 30 days notice if
conversion is forced. The units would be issued for a price of
U.S. $5.40 per unit, subject to a commission to the Agents (as
hereinafter defined) of 10% for each unit sold, plus its
reasonable offering expenses. The units would be sold pursuant to
a prospectus, filed in the province of Ontario and such other
provinces as directed by BRITWIRTH. The units would be issued
following a proposed consolidation of the issued and outstanding
shares of the Company on a one-for-two basis, to be completed
following the Private Placement;
(iii) to assist the Company in applying for a quotation of its common
shares on the CDN. This application shall occur as soon as
possible following the IPO; and
(iv) to assist the Company in its application to list its common
shares on the TSE, including arranging a sponsorship. The Company
shall apply for such listing as soon as practicable.
1. ENGAGEMENT
The Company hereby engages BRITWIRTH for a period of eighteen months
ending March 31, 1997 as (i) its exclusive agents in respect of the
Private Placement and BRITWIRTH hereby accept these engagements, on the
terms herein contained, and (ii) its exclusive financial advisors in
respect of the IPO, and (iii) its advisor concerning applications to the
CDN and the TSE for listing the common shares of the Company, and
BRITWIRTH hereby accepts these engagements, on the terms herein
contained.
2. SERVICES
During the term of these engagements, the services of BRITWIRTH will
include those investment, financial, strategic, tactical and negotiating
advisory services customarily provided in engagements of this nature.
<PAGE> 3
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During the term of these engagements, the Company will provide BRITWIRTH
on request with an opportunity to undertake an investigation of the
business, affairs, operations and capital of the Company and of its
affiliates and associates sufficient to enable BRITWIRTH to properly
perform its engagements hereunder. Subject to applicable law, BRITWIRTH
agrees to keep all confidential information received pursuant to this
engagement letter in strict confidence and to use such information only
in the course of and for the purpose of, performing these engagements.
The Company agrees that BRITWIRTH is entitled to rely without
independent investigation on information, data and advice provided by
the Company and its officers, employees and advisors.
3. AGENCY AGREEMENT
The terms of the IPO shall be subject to the provisions of a definitive
agency agreement (the "Agency Agreement"). This agreement will be
consistent with the terms of this engagement letter. Upon finalization
of the structure and terms and conditions of the IPO, the Company shall
enter into the Agency Agreement with an agent (or "agents") identified
by BRITWIRTH and satisfactory to the Company acting reasonably.
The Agency Agreement shall also contain representation, warranties,
conditions and indemnities as are usual in agreements of that type,
subject to such changes as are reasonable or necessary to conform such
agreement to the terms of the engagement letter.
The Agency Agreement will provide that the Agents will use their best
efforts to identify purchasers of the units in Ontario and in such other
jurisdictions as determined by the Agents. The sale of units to
purchasers in Ontario and elsewhere will be effected in a manner
pursuant to the prospectus requirements of the Ontario Securities Act
(the "OSA") or other applicable laws.
4. FEES AND EXPENSES
For the services rendered by BRITWIRTH in connection with the services
hereunder, the Company agrees to pay BRITWIRTH, or as BRITWIRTH may
direct the following fees:
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i. a commission of 10% of the aggregate gross proceeds received from
the Private Placement; such commissions to be reduced to 0% for
that portion of the Private Placement purchased by Messrs. Terman
and Richmond;
ii. a commission of 10% plus reasonable offering expenses of
BRITWIRTH, or the Agent or Agents in respect of the IPO, such
commission will be based upon the gross proceeds received by the
Company from the IPO; and
iii. options to purchase 32,500 common shares only following
completion of the IPO, exercisable during the period of three
years from the Closing Date at a price of U.S. $5.40 per share or
the equivalent price in Canadian dollars at which the common
shares were issued under the IPO.
The Company also agrees that with regard to the amounts raised for the
Company pursuant to the Private Placement, an amount of U.S. $10,000 will
be paid by the Company in respect of various expenses in conjunction
with the preparation of the IPO, including amounts required in order to
retain legal counsel and other professional advisors.
5. EXCLUSIVITY
The Company appoints BRITWIRTH in respect of the engagements set out in
this letter on an exclusive basis, and agrees that it shall not retain
the services of any other financial or fiscal advisor or agent in
respect of any equity financing including the Private Placement, the
IPO, or any other equity financing in relation thereto or similar
thereto, other than as set out in these engagements, during the term of
these engagements.
6. RIGHT OF FIRST REFUSAL
In the event that at any time during the term of this Agreement, the
Company wishes to issue any additional common shares or other equity
securities ("Future Financing") in the capita] of the Company, or to
pursue any proposed Future Financings, the Company shall offer to
BRITWIRTH the exclusive right to participate in such Future Financing,
upon the terms and conditions, if applicable, solicited by or provided
to the Company. Such terms and conditions shall be set out by notice
("Notice") given to BRITWIRTH. The Notice shall set forth a description
of the proposed Future Financings, the purchase price for
<PAGE> 5
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each common share, and the other closing provisions. Upon receipt of the
Notice, BRITWIRTH shall have the right to participate as exclusive agent
of the Company in such Future Financing, upon the terms and conditions
contained in such Notice. This right may be exercised by BRITWIRTH by
giving notice of acceptance to the Company within fifteen days after
receipt of the Notice. If BRITWIRTH is unable for whatever reason to
complete such financing within ninety (90) days from the date of
acceptance, the Company may pursue other financing arrangements.
7. TERM
These engagements shall be for an initial term of eighteen months.
Thereafter, these engagements may be terminated by the Company or by
BRITWIRTH at any time with or without cause, effective upon receipt by
the other party of written notice.
In the event that the Private Placement in the minimum amount of U.S.
$810,000, before commissions, is not completed and funded to the Company
on or prior to November 15, 1995, the Company may terminate this
Agreement.
If the minimum amount of U.S. $810,000 under the Private Placement has
been raised by BRITWIRTH on or prior to November 15, 1995, then
BRITWIRTH and/or its agents shall be entitled to full compensation under
Section 4 with respect to 10% of the aggregate gross proceeds raised by
BRITWIRTH with regard to the Private Placement.
If the engagements of BRITWIRTH are terminated by the Company, BRITWIRTH
and/or the Agent(s), as applicable, shall be entitled to full
compensation under Section 4 with respect to:
i. the Private Placement, in the event that at any time prior to the
expiration of six months after such termination, the Private
Placement, or a transaction similar to Private Placement, is
consummated with a third party or parties with whom discussions
or negotiation were undertaken by BRITWIRTH or its sub-agents
prior to termination, and
ii. the IPO, in the event that at any time prior to the expiration of
six months after such termination, the IPO is consummated with a
third party or parties with whom discussions or negotiations were
undertaken by BRITWIRTH or its sub-agents prior to termination.
Section 4 of this engagement letter shall survive the termination hereof
and shall remain in full force and effect for the benefit of BRITWIRTH.
<PAGE> 6
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8. FAILURE TO COMPLETE IPO
If the Company determines that it does not desire to complete the IPO,
then BRITWIRTH shall receive from the Company, within 90 days of such
determination by the Company to abandon the IPO, the net proceeds raised
under the Private Placement, other than that portion of the Private
Placement purchased by Messrs. Terman and Richmond. Such amount shall be
repaid without interest or deduction.
9. LOAN PAYABLE
The Company hereby represents and warrants to BRITWIRTH that the long
term debt of approximately U.S. $3.2 million owing to Champion
Communications Company, a private company, shall be reduced to US $2.7
million owing, prior to completion of the Private Placement. Following
the Private Placement, such loan may not be recalled by Champion
Communications Company for any reason whatsoever. The loan shall be
repaid in quarterly installments of $135,000, plus interest calculated
at 10% per annum. The first installment shall commence April 1, 1996.
Notwithstanding the foregoing, the Company may refinance the loan
through a financial institution. on reasonable commercial terms.
10. REPLACE PRIOR AGREEMENTS
This agreement replaces any prior agreements.
11. AGREEMENT
If the forgoing accurately reflects the terms of our engagements, kindly
execute the duplicate of this letter and return it to us, whereupon it
will form a binding agreement between us enforceable in accordance with
its terms which shall not be assignable and shall be governed by the
laws of Ontario.
12. Prior to the closing of this transaction on November 15, 1995, The
Company increase the number of authorized shares to facilitate the
entire transactions including conversion of warrants.
<PAGE> 7
-7-
Yours very truly,
BRITWIRTH INVESTMENT COMPANY, LTD
By: [ILLEGIBLE]
------------------------------
Agreed and accepted as of this 11th day of October, 1995.
/s/ DAVID TERMAN
- - ---------------------------------
David Terman
/s/ ALBERT RICHMOND
- - ---------------------------------
Albert Richmond
CHAMPION COMMUNICATION SERVICES, INC.
By: /s/ MARY F. GARNER
------------------------
(an authorized officer)
Corporate Secretary
<PAGE> 1
PAGES CONTAINING CONFIDENTIAL MATERIAL HAVE BEEN STAMPED "CONFIDENTIAL
TREATMENT REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE
COMMISSION." THE REDACTED MATERIAL HAS BEEN BLACKENED OR MARKED WITH A STAR (*).
EXHIBIT 10.21
<PAGE> 2
ANTENNA SITE LICENSE
Confidential Treatment Requested
LICENSOR The Redacted Material Has Been
Filed With the Commission
MOTOROLA, INC., a Delaware corporation
Network Services Division Attn.: General Manager
Address: 1301 East Algonquin Road
Schaumburg, Illinois 60196
LICENSEE
Name: Champion Communication Services, Inc. Attn.: David Terman
------------------------------------- --------------------------
-------------------------------------
Address: 1610 Woodstead Court, Suite 330
----------------------------------------------------------------------
City and State: The Woodlands, Texas Zip Code: 77380
--------------------------- -----------------------
LICENSE SITE
Name: See attached addendum "B" Site No.:
------------------------------------- -----------------------
Address:
-----------------------------------------------------------------------
City and State: Zip Code:
--------------------------- -----------------------
BASIC LICENSE INFORMATION
License No.: Initial Term: 36 Months
------------------------------- -------------------
License Date: Commencement Date: 11/1/95
------------------------------ --------------
License Fee Schedule:
<TABLE>
<CAPTION>
Monthly License Total Monthly
Number of Units Description Fee Per Unit License Fee
- - --------------- ----------- --------------- -------------
<S> <C> <C> <C>
Per attached addendum "B" $
</TABLE>
- - --------------------------------------------------------------------------------
THE TERMS AND CONDITIONS OF THIS LICENSE ARE PRINTED ON THE REVERSE SIDE.
FILL IN ALL BLANKS. READ BOTH SIDES.
"See the attached addendum "A" for additional terms and conditions."
LICENSOR: MOTOROLA, INC. LICENSEE: Champion Communication
a Delaware corporation ------------------------
Services, Inc.
------------------------
By: /s/ [ILLEGIBLE] By: /s/ BRYANT KELLEY
----------------------------- ------------------------------
Its: Business Manager Its: Antenna Site Manager
---------------------------- -----------------------------
Attest: /s/ JEAN JONES Attest: /s/ MELONIE PATRICK
------------------------- --------------------------
Date: 10/30/95 Date: 10/5/95
--------------------------- ----------------------------
<PAGE> 3
(1) License of Site. The Licensor, Motorola, Inc. (herein called
"Motorola") licenses Licensee to install, operate and maintain at Licensee's
sole expense and risk, the radio and/or television transmitting and receiving
equipment along with associated other electronic equipment (which may be
passive and/or active) and mounting structures listed on the reverse side, at
places designated by Motorola on the site described on the reverse side (the
"Site") occupied by Motorola. If Licensee desires to place equipment on the
Site other than that listed on the reverse. Motorola and Licensee shall
negotiate the placement of said additional equipment and the associated
license fee. The Licensee shall not do, attempt, permit or suffer anything to
be done on the Site which could be construed to be a violation of the Lease
(hereinafter described); and Motorola upon request from Licensee will furnish
the Licensee with a summary of the applicable provisions of the Lease.
Additionally, Licensee shall at all times comply with all of the Site rules and
regulations which Motorola may from time to time adopt. At all reasonable
times, Licensee shall have the unrestricted right to enter or leave the Site
where Licensee's equipment is located. Licensee agrees to take, at Licensee's
own expense, all measures and precautions necessary to render licensee's
equipment inaccessible to unauthorized persons. Motorola agrees that it will
use its reasonable best efforts to prevent unauthorized persons from gaining
access to Licensee's equipment.
(2) Extensions of Initial Term, Underlying Lease. After the expiration of
the Initial Term indicated on the reverse side of this License, this License
shall continue for successive additional one (1) month periods. After the
expiration of the Initial Term, either Motorola or Licensee may terminate this
License at any time, with or without cause, upon thirty (30) days advance
written notice to the other party. The Site may be subject to the terms and
provisions of an underlying lease executed by and between Motorola as tenant
and another person or entity as landlord (the "Lease"). Notwithstanding
anything to the contrary contained in this License, if the Site is subject to
said Lease, this License shall automatically terminate upon the termination of
Motorola's right to possession of the Site under said Lease.
(3) License Fee. During the Initial Term and during any renewal term of
this License, Licensee shall pay to Motorola, in advance on the first day of
each month, the Total Monthly License Fee indicated on the reverse side hereof.
At any time during the Initial Term or during any renewal term, and from time to
time, Motorola may increase the Monthly License Fee Per Unit (thereby affecting
the Total Monthly License Fee). Motorola shall notify Licensee of such
increase(s), which notice may be given by Motorola to Licensee by any of the
following methods: (A) delivering to Licensee a notice of increase thirty (30)
days prior to such increase; (B) noting such increase in Motorola's published
rates; (C) noting such increase in any invoice sent by Motorola to Licensee; or
(D) any other reasonable means. The notice from Motorola to Licensee required
under this Paragraph (3) shall not be required to meet the notice standards set
forth in Paragraph (11) below. Licensee's continued use of the Site for more
than thirty (30) days after its receipt of the notice set forth herein shall be
deemed Licensee's acceptance of the new Monthly License Fee Per Unit as
determined by Motorola. If at any time during the Initial Term or any renewal
term of this License, Licensee fails to pay the entire Total Monthly Licensee
Fee (including any increases as set forth herein) within ten (10) days after
the due date, Motorola may then terminate this License by delivering to
Licensee notice of default, which termination shall be effective ten (10) days
after is deposited into the United States mails. Additionally, upon said
effective date of License termination, Motorola shall have the right to
disconnect, remove and dispose of Licensee's equipment located upon the Site.
(4) Hold Over Fee. In the event this License is terminated pursuant to
Paragraphs (2), (3) or (7) hereof, and so long as Licensee's equipment remains
on the Site (even if it has been disconnected), Licensee shall pay to Motorola
a hold-over License fee equal to one hundred percent (100%) of the
then-effective Total Monthly License Fee, prorated from the effective date of
termination to the date the equipment is removed from the Site. Motorola shall
have the right (but not the obligation) to disconnect and remove Licensee's
equipment from the Site. If Motorola disconnects and removes Licensee's
equipment, Licensee shall pay to Motorola upon demand three hundred percent
(300%) of the disconnection, removal and storage expenses incurred by or on
behalf of Motorola. If such equipment is not reclaimed by Licensee within
forty-five (45) days, Motorola has the right to sell the equipment and deduct
therefrom any amounts due under this License, returning the remainder to
Licensee.
(5) Condition of the Site. Licensee agrees to take the Site in strictly "AS
IS" condition. Licensee hereby acknowledges that Motorola shall have no
responsibility for: (A) the Site's condition; or (B) damage suffered by
Licensee or any other person due to such condition. Licensee shall keep the
Site and Licensee's equipment in good order and repair. Upon expiration or
termination of this License, Licensee shall remove all property from the Site
which was placed there by Licensee and shall restore the Site to its original
condition. As a Federal Communications Commission ("FCC") licensee, Licensee is
required by Part 17 of the FCC rules to ensure that tower structures upon which
its radio/television antennas are located satisfy certain lighting and painting
specifications. If Motorola owns or has the responsibility for maintenance,
lighting and painting of the subject tower, Motorola shall be solely
responsible for the maintenance of said tower and ensuring that it is operated
in compliance with all lighting and painting rules and requirements of the FCC
and any similar rules and requirements of the Federal Aviation Administration
("FAA") (collectively the FCC/FAA Rules"). If Motorola neither owns nor has the
responsibility of maintaining said tower (including compliance with the FCC/FAA
Rules), Licensee hereby agrees to look solely to the owner of said tower for
the maintenance of said tower and compliance with the FCC/FAA Rules.
(6) Liability. In connection with the use of the Site under this License,
except for its own acts, Motorola shall not be liable to Licensee or to any
other person or entity for any loss or damage, regardless of cause.
Specifically, but without limiting the generality of the foregoing, Motorola
shall have no liability for any loss or damage due to personal injury, property
damage, libel or slander, or imperfect or unsatisfactory communications
experienced by the Licensee for any reason whatsoever. Licensee shall save,
indemnify and hold Motorola harmless from and against any and all loss, cost,
damage, expense or liability (direct, consequential or otherwise), occasioned
by, growing out of, arising from or resulting in connection with, this License
or any act or failure to act by Licensee, its employees, agents, invitees or
licensees. If Motorola assigns this License to a third party, Motorola shall
have no further obligation or liability to Licensee under this License after
such assignment.
(7) Operation of Equipment. Licensee shall install, operate and maintain
its equipment located upon the Site in accordance with all applicable laws and
regulations. Licensee agrees to install radio equipment of types and
frequencies which would not cause interference to the equipment of Motorola or
other licensees on the Site. In the event Licensee's equipment causes such
interference, at its sole cost and expense, Licensee shall take all steps
necessary to correct and eliminate such interference. If said interference
cannot be eliminated within a reasonable length of time (not to exceed
forty-eight (48) hours), Licensee agrees to then immediately cease using the
equipment which is creating the interference (except for short tests necessary
for the elimination of the interference). In the event Licensee cannot
eliminate such interference after using its best efforts to do so, this License
shall then terminate without further obligation on either party with respect
to such equipment, except for Licensee's obligation to pay all fees owed to
Motorola at the time of such termination. Motorola has the right to disconnect
and remove any equipment not in compliance with this Paragraph (7).
(8) Personal License. This License is personal to Licensee and no
assignment or sublicense in whole or in part shall be valid without the written
consent of Motorola. Motorola may assign its rights under this License to any
other party.
(9) Insurance. Licensee shall carry, during the Initial Term and any
renewal term of this License, insurance in amounts satisfactory to Motorola.
(10) Liens. Licensee shall not permit any mechanics', materialman's or other
liens to stand against the Site for any labor or material furnished the
Licensee in connection with work of any character performed on the Site by or at
the direction of the Licensee. In the event that any notice of lien shall be
filed or given, Licensee shall, without delay, cause the same to be released or
discharged and Motorola shall be completely indemnified by Licensee from and
against any losses, damages, costs, expenses, fees or penalties suffered or
incurred by Motorola on account of the filing of such claim or lien.
(11) Notices. Except as set forth in paragraph (3) above, any notice or
demand required or permitted to be given or made if sent by certified mail in a
sealed envelope, postage prepaid, addressed in the case of Motorola to: General
Manager, Motorola, Inc., Network Services Division, 1301 East Algonquin Road,
Schaumburg, Illinois 60196, and addressed in the case of the Licensee as set
forth on the reverse side of this License. Any such notice or demand shall be
deemed to have been given or made at the time it is deposited in the United
States mails. Motorola or Licensee may from time to time designate any other
address for this purpose by written notice to the other party.
(12) Waiver. Failure or delay on the part of Motorola or Licensee to
exercise any right, power, or privilege hereunder shall not operate as a waiver
thereof.
(13) Prior Negotiations, Amendment and Benefits. This License constitutes
the entire agreement of the parties hereto and shall supersede all prior
offers, negotiations and agreements. No revision of this License shall be valid
unless made in writing and signed by an officer of Motorola and an authorized
agent of the Licensee. The provisions of this License apply to and are binding
upon the heirs, successors, executors, administrators and assigns (the latter
if permitted) of the parties.
(14) Severability. If any provision of this License shall be held to be
invalid, illegal or unenforceable, the remaining provisions shall be binding
upon the parties and shall be enforceable as though said invalid, illegal or
unenforceable provision were not contained herein; provided however, that if
the invalid, illegal or unenforceable provision goes to the heart of this
License, the License shall be deemed to be terminated.
(15) Nondisclosure. This License shall remain confidential between the
parties and each of them warrants to the other that they shall use their best
efforts to prevent any officers, directors, employees or agents from disclosing
the terms and conditions of this License, without first obtaining the written
consent of the other party.
(16) Environmental. Licensee hereby covenants that it shall bring onto the
Site no hazardous substances, hazardous wastes, pollutants, asbestos,
polychlorinated biphenyls (PCBs), petroleum or other fuels (including crude oil
or any fraction or derivative thereof) or underground storage tanks
(collectively, "Environmental Hazards"). For purposes of this License, the term
"hazardous substances" shall be as defined in the Comprehensive Environmental
Response, Compensation, and Liability Act (42 U.S.C. Section 9601 et seq.)
(CERCLA), and any regulations promulgated pursuant thereto. The term "hazardous
wastes" shall be as defined in the Resource Conservation and Recovery Act (42
U.S.C. Section 6901 et seq.) (RCRA), and any regulations promulgated pursuant
thereto. The term "pollutants" shall be as defined in the Clean Water Act (33
U.S.C. Section 1251 et seq.), and any regulations promulgated pursuant thereto.
Licensee agrees to indemnity, save and hold harmless Motorola, its successors
and assigns, and their respective present and future officers, directors,
employees and agents (collectively, the "Indemnitees" from and against any and
all liabilities, penalties, fines, forfeitures, demands, damages, losses,
claims, causes of action, suits judgments, and costs and expenses incidental
thereto (including, but not limited to, the cost of defense, settlement,
reasonable attorneys's fees, reasonable consultants' fees and reasonable
experts' fees), which Motorola or all or any of the indemnitees may hereafter
suffer, incur, be responsible for or disburse as a result of: (A) any
governmental action, order, directive, administrative proceeding or ruling; (B)
personal or bodily injuries (including death) or damage (including loss of use)
to any property (public or private); (C) cleanup, remediation, investigation or
monitoring of any pollution or contamination of or adverse effects on human
health or the environment; or (D) any violation or alleged violation of laws,
statutes, ordinances, orders, rules or regulations of any governmental entity
or agency directly or indirectly caused by or arising out of any Environmental
Hazards existing on or about the site but only to the extent that any such
existence is caused by the activities of Licensee and/or Licensee's officers,
directors, employees, agents, invitees or licensees. This provision shall
survive the termination or expiration of this License.
<PAGE> 4
Addendum to Antenna Site License dated _________
between Champion Communications, Inc. (Licensee)
and Motorola Inc. (Licensor).
1. Licensee may delete individual community repeaters on the attached
Addendum B by giving Licensor 30 days written notice. However, Licensee
warrants that the total monthly billing shall not fall below 80% of the total
monthly license fee at commencement. If the total monthly billing should fall
below 80% of the total monthly license fee at commencement due to deletions,
Licensee agrees to pay 80% of the total monthly license fee at commencement for
the remaining term of this agreement.
2. The total monthly license fee currently in effect will increase by 3%
on 11/01/96 and will again increase by 3% on 11/01/97. The total monthly
license fee at commencement will also increase by 3% on 11/01/96 and 11/01/97
for computation purposes per number 1 above.
3. Motorola may cancel sites listed on the attached Addendum B by giving
Champion 30 days written notice. Any sites cancelled by Motorola shall be
subtracted from the total monthly license fee used for computation purposes.
LICENSEE LICENSOR
Champion Communications, Inc. Motorola, Inc.
by /s/ BRYANT KELLEY by /s/ [ILLEGIBLE]
--------------------------- -----------------------------
date October 5, 1995 date October 30, 1995
------------------------- ---------------------------
<PAGE> 5
ADDENDUM "B"
SCHEDULE 1 - LIST OF ANTENNA SITE LEASES
Offer to Purchase for Champion Communications - Master
<TABLE>
<CAPTION>
A/S A/S A/S
ST CITY NAME ANSR LEASE FREQ LAT LONG RENT P/L
-- ---- ---- ------ ----- ---- --- ---- ---- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
* * * 00524C MOTO * * * $165 00266A
* * * 00589C MOTO * * * $165 00266A
* * * 00824C MOTO * * * $165 00266A
* * * 00839C MOTO * * * $165 00266A
* * * 00963C MOTO * * * $165 00266A
* * * 00597C MOTO * * * $205 00298A
* * * 00598C MOTO * * * $205 00298A
* * * 00822C MOTO * * * $205 00298A
* * * 01075C MOTO * * * $205 00298A
* * * 01076C MOTO * * * $100 00382A
* * * 00823C MOTO * * * $225 00416A
* * * 01072C MOTO * * * $ 85 00472A
* * * 00973C MOTO * * * $135 00503A
* * * 00975C MOTO * * * $140 00680A
* * * 00474C MOTO * * * $140 00781A
* * * 00151C MOTO * * * $140 03521A
* * * 06813C MOTO * * * $140 03521A
* * * 07080C MOTO * * * $140 03521A
* * * 00998C MOTO * * * $235 00268A
* * * 01121C MOTO * * * $340 00303A
* * * 01000C MOTO * * * $350 00507A
* * * 00828C MOTO * * * $375 00577A
* * * 07833C MOTO * * * $400 00701A
* * * 00416C MOTO * * * $235 00740A
* * * 00610C MOTO * * * $235 00740A
* * * 00872C MOTO * * * $235 00740A
* * * 00979C MOTO * * * $235 00740A
* * * 00648C MOTO * * * $235 00741A
* * * 01118C MOTO * * * $235 00741A
* * * 01146C MOTO * * * $235 00741A
* * * 01054C MOTO * * * $195 0257A
* * * 01124C MOTO * * * $185 0268A
* * * 00736C MOTO * * * $135 0282A
* * * 01094C MOTO * * * $135 0282A
* * * 00585C MOTO * * * $175 0294A
</TABLE>
Confidential Treatment Requested
The Redacted Material Has Been
Filed With the Commission
Page 1
<PAGE> 6
SCHEDULE 1 - LIST OF ANTENNA SITE LEASES
Offer to Purchase for Champion Communications - Master
<TABLE>
<CAPTION>
A/S A/S A/S
ST CITY NAME ANSR LEASE FREQ LAT LONG RENT P/L
-- ---- ---- ------ ----- ---- --- ---- ---- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
* * * 00640C MOTO * * * $175 0294A
* * * 00902C MOTO * * * $175 0294A
* * * 01023C MOTO * * * $340 0303A
* * * 00638C MOTO * * * $150 0306A
* * * 00679C MOTO * * * $150 0306A
* * * 00698C MOTO * * * $150 0306A
* * * 00662C MOTO * * * $150 0306A
* * * 00785C MOTO * * * $235 0332A
* * * 01051C MOTO * * * $350 0456A
* * * 01170C MOTO * * * $350 0456A
* * * 01184C MOTO * * * $350 0456A
* * * 00451C MOTO * * * $280 0463A
* * * 00500C MOTO * * * $280 0463A
* * * 01323C MOTO * * * $240 0490A
* * * 01137C MOTO * * * $175 0544A
* * * 01344C MOTO * * * $175 0544A
* * * 00767C MOTO * * * $250 0561A
* * * 01253C MOTO * * * $375 0577A
* * * 01060C MOTO * * * $200 0584A
* * * 01233C MOTO * * * $160 0586A
* * * 00994C MOTO * * * $135 0603A
* * * 00683C MOTO * * * $235 0740A
* * * 00685C MOTO * * * $235 0740A
* * * 00713C MOTO * * * $235 0740A
* * * 00793C MOTO * * * $235 0740A
* * * 01012C MOTO * * * $235 0741A
* * * 00431C MOTO * * * $205 0741A
* * * 00573C MOTO * * * $205 0741A
* * * 01288C MOTO * * * $205 0741A
* * * 01310C MOTO * * * $205 0741A
* * * 00636C MOTO * * * $160 0776A
* * * 00699C MOTO * * * $160 0776A
* * * 00940C MOTO * * * $160 0776A
* * * 01056C MOTO * * * $160 0776A
* * * 01129C MOTO * * * $160 0776A
</TABLE>
Confidential Treatment Requested
The Redacted Material Has Been
Filed With the Commission
Page 2
<PAGE> 7
SCHEDULE 1 - LIST OF ANTENNA SITE LEASES
Offer to Purchase for Champion Communications - Master
<TABLE>
<CAPTION>
A/S A/S A/S
ST CITY NAME ANSR LEASE FREQ LAT LONG RENT P/L
-- ---- ---- ------ ----- ---- --- ---- ---- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
* * * 00731C MOTO * * * $310 0783A
* * * 00596C MOTO * * * $250 4925A
* * * 00655C MOTO * * * $250 4925A
* * * 00656C MOTO * * * $250 4925A
* * * 00920C MOTO * * * $250 4925A
* * * 00965C MOTO * * * $250 4925A
* * * 01132C MOTO * * * $250 4925A
* * * 01164C MOTO * * * $250 4925A
* * * 07906C MOTO * * * $250 4925A
* * * 01166C MOTO * * * $135 00770A
* * * 00660C MOTO * * * $250 0315A
* * * 00654C MOTO * * * $250 0315A
* * * 01250C MOTO * * * $250 0315A
* * * 00433C MOTO * * * $160 0337A
* * * 00718C MOTO * * * $160 0337A
* * * 00675C MOTO * * * $350 0345A
* * * 01349C MOTO * * * $350 0345A
* * * 00856C MOTO * * * $210 0371A
* * * 00652C MOTO * * * $185 0380A
* * * 01025C MOTO * * * $185 0380A
* * * 01007C MOTO * * * $190 0394A
* * * 01216C MOTO * * * $190 0394A
* * * 00484C MOTO * * * $185 0413A
* * * 00962C MOTO * * * $185 0413A
* * * 01102C MOTO * * * $185 0413A
* * * 01187C MOTO * * * $185 0413A
* * * 01256C MOTO * * * $200 0418A
* * * 00498C MOTO * * * $200 0466A
* * * 00521C MOTO * * * $120 0478A
* * * 00850C MOTO * * * $120 0478A
* * * 01106C MOTO * * * $120 0478A
* * * 01246C MOTO * * * $120 0478A
* * * 01104C MOTO * * * $160 0498A
* * * 00532C MOTO * * * $285 0527A
* * * 00662C MOTO * * * $285 0527A
</TABLE>
Confidential Treatment Requested
The Redacted Material Has Been
Filed With the Commission
Page 3
<PAGE> 8
SCHEDULE 1 - LIST OF ANTENNA SITE LEASES
Offer to Purchase for Champion Communications - Master
<TABLE>
<CAPTION>
A/S A/S A/S
ST CITY NAME ANSR LEASE FREQ LAT LONG RENT P/L
-- ---- ---- ------ ----- ---- --- ---- ---- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
* * * 00664C MOTO * * * $285 0527A
* * * 01125C MOTO * * * $285 0527A
* * * 01225C MOTO * * * $285 0527A
* * * 01237C MOTO * * * $285 0527A
* * * 00504C MOTO * * * $175 0534A
* * * 00543C MOTO * * * $175 0534A
* * * 01192C MOTO * * * $215 0563A
* * * 00894C MOTO * * * $135 0567A
* * * 01303C MOTO * * * $160 0585A
* * * 00612C MOTO * * * $175 0626A
* * * 00929C MOTO * * * $190 0679A
* * * 00616C MOTO * * * $125 0686A
* * * 00406C MOTO * * * $135 0770A
* * * 01061C MOTO * * * $135 0770A
* * * 07819C MOTO * * * $235 4048A
* * * 05328C MOTO * * * $350 4405A
* * * 05329C MOTO * * * $350 4405A
* * * 00665C MOTO * * * $190 4737A
* * * 00627C MOTO * * * $190 4737A
* * * 00669C MOTO * * * $190 4737A
* * * 00910C MOTO * * * $190 4737A
* * * 02745C MOTO * * * $120 00105A
* * * 02747C MOTO * * * $120 00105A
* * * 02748C MOTO * * * $120 00105A
* * * 02691C MOTO * * * $115 01054A
* * * 02692C MOTO * * * $115 01054A
* * * 02693C MOTO * * * $115 01054A
* * * 02694C MOTO * * * $115 01054A
* * * 02695C MOTO * * * $115 01054A
* * * 02630C MOTO * * * $200 01084A
* * * 02649C MOTO * * * $ 83 01085A
* * * 02752C MOTO * * * $ 83 01085A
* * * 02755C MOTO * * * $ 83 01085A
* * * 02757C MOTO * * * $ 83 01085A
* * * 02753C MOTO * * * $225 01091A
</TABLE>
Confidential Treatment Requested
The Redacted Material Has Been
Filed With the Commission
Page 4
<PAGE> 9
SCHEDULE 1 - LIST OF ANTENNA SITE LEASES
Offer to Purchase for Champion Communications - Master
<TABLE>
<CAPTION>
A/S A/S A/S
ST CITY NAME ANSR LEASE FREQ LAT LONG RENT P/L
-- ---- ---- ------ ----- ---- --- ---- ---- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
* * * 02754C MOTO * * * $225 01091A
* * * 02756C MOTO * * * $178 01092A
* * * 02539C MOTO * * * $ 98 01094A
* * * 02540C MOTO * * * $ 90 01094A
* * * 02541C MOTO * * * $225 01094A
* * * 06713C MOTO * * * $ 95 03387A
* * * 06763C MOTO * * * $130 03451A
* * * 06811C MOTO * * * $188 03518A
* * * 07079C MOTO * * * $100 03518A
* * * 02751C MOTO * * * $185 03959A
* * * 04757C MOTO * * * $125 02381A
* * * 04768C MOTO * * * $125 02381A
* * * 04789C MOTO * * * $125 02381A
* * * 05310C MOTO * * * $225 02729A
* * * 05311C MOTO * * * $225 02729A
* * * 05339C MOTO * * * $225 02729A
* * * 05348C MOTO * * * $225 02729A
* * * 05362C MOTO * * * $300 04490A
* * * 05366C MOTO * * * $300 04490A
* * * 05375C MOTO * * * $300 04490A
* * * 04750C MOTO * * * $240 04527A
* * * 00837C MOTO * * * $205 00299A
* * * 00727C MOTO * * * $240 00338A
* * * 00851C MOTO * * * $285 00383A
* * * 00424C MOTO * * * $260 00450A
* * * 01175C MOTO * * * $160 00515A
* * * 01230C MOTO * * * $185 00545A
* * * MGMT MOTO * * * $185 00545A
* * * 00510C MOTO * * * $100 00625A
* * * 01043C MOTO * * * $350 04133A
* * * 01081C MOTO * * * $350 04133A
* * * 00983C MOTO * * * $155 04554A
* * * 08042C MOTO * * * $160 00750A
* * * 01149C MOTO * * * $350 04133A
* * * 01220C MOTO * * * $350 04133A
</TABLE>
Confidential Treatment Requested
The Redacted Material Has Been
Filed With the Commission
Page 5
<PAGE> 10
SCHEDULE 1 - LIST OF ANTENNA SITE LEASES
Offer to Purchase for Champion Communications - Master
<TABLE>
<CAPTION>
A/S A/S A/S
ST CITY NAME ANSR LEASE FREQ LAT LONG RENT P/L
-- ---- ---- ------ ----- ---- --- ---- ---- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
* * * 01312C MOTO * * * $350 04133A
* * * 00599C MOTO * * * $160 00278A
* * * 00609C MOTO * * * $160 00278A
* * * 00438C MOTO * * * $185 00323A
* * * 00667C MOTO * * * $185 00323A
* * * 00840C MOTO * * * $185 00323A
* * * 00404C MOTO * * * $300 00376A
* * * 00469C MOTO * * * $300 00376A
* * * 00470C MOTO * * * $300 00376A
* * * 00489C MOTO * * * $300 00376A
* * * 00491C MOTO * * * $300 00376A
* * * 00492C MOTO * * * $300 00376A
* * * 00562C MOTO * * * $300 00376A
* * * 00606C MOTO * * * $300 00376A
* * * 00610C MOTO * * * $300 00376A
* * * 00668C MOTO * * * $300 00376A
* * * 00669C MOTO * * * $300 00376A
* * * 00694C MOTO * * * $300 00376A
* * * 00621C MOTO * * * $300 00376A
* * * 00677C MOTO * * * $300 00376A
* * * 01021C MOTO * * * $300 00376A
* * * 01306C MOTO * * * $300 00376A
* * * 01168C MOTO * * * $140 00409A
* * * 01338C MOTO * * * $140 00409A
* * * 00632C MOTO * * * $200 00432A
* * * 00693C MOTO * * * $200 00432A
* * * 00671C MOTO * * * $185 00448A
* * * 01279C MOTO * * * $185 00448A
* * * 00714C MOTO * * * $170 00492A
* * * 00641C MOTO * * * $170 00492A
* * * 00658C MOTO * * * $170 00492A
* * * 00126C MOTO * * * $184 01298A
* * * 02665C MOTO * * * $201 01298A
* * * 02666C MOTO * * * $201 01298A
* * * 02668C MOTO * * * $185 01298A
</TABLE>
Confidential Treatment Requested
The Redacted Material Has Been
Filed With the Commission
Page 6
<PAGE> 11
SCHEDULE 1 - LIST OF ANTENNA SITE LEASES
Offer to Purchase for Champion Communications - Master
<TABLE>
<CAPTION>
A/S A/S A/S
ST CITY NAME ANSR LEASE FREQ LAT LONG RENT P/L
-- ---- ---- ------ ----- ---- --- ---- ---- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
* * * 02455C MOTO * * * $160 01585A
* * * 02270C MOTO * * * $330 04231A
* * * 01105C MOTO * * * $115 04568A
* * * 06825C MOTO * * * $ 75 03540A
* * * 07083C MOTO * * * $ 75 03540A
* * * 06735C MOTO * * * $100 03414A
* * * 07059C MOTO * * * $100 03414A
* * * 06796C MOTO * * * $135 03496A
* * * 06996C MOTO * * * $133 03780A
* * * 06706C MOTO * * * $ 50 03380A
* * * 07050C MOTO * * * $ 50 03380A
* * * 06772C MOTO * * * $ 80 03464A
* * * 06835C MOTO * * * $230 03553A
* * * 07088C MOTO * * * $230 03553A
* * * 06848C MOTO * * * $115 03573A
* * * 06850C MOTO * * * $105 03577A
* * * 07924C MOTO * * * $105 03577A
* * * 06868C MOTO * * * $125 03599A
* * * 07100C MOTO * * * $125 03599A
* * * 07179C MOTO * * * $125 03599A
* * * 06896C MOTO * * * $ 90 03633A
* * * 07109C MOTO * * * $ 90 03633A
* * * 06922C MOTO * * * $133 03670A
* * * 06952C MOTO * * * $120 03716A
* * * 07126C MOTO * * * $120 03716A
* * * 07196C MOTO * * * $120 03716A
* * * 07256C MOTO * * * $200 03793A
* * * 04747C MOTO * * * $230 02376A
* * * 04748C MOTO * * * $230 02376A
* * * 04760C MOTO * * * $230 02376A
* * * 04761C MOTO * * * $230 02376A
* * * 04764C MOTO * * * $230 02376A
* * * 04767C MOTO * * * $230 02376A
* * * 04769C MOTO * * * $230 02376A
* * * 04770C MOTO * * * $230 02376A
</TABLE>
Confidential Treatment Requested
The Redacted Material Has Been
Filed With the Commission
Page 7
<PAGE> 12
SCHEDULE 1 - LIST OF ANTENNA SITE LEASES
Offer to Purchase for Champion Communications - Master
<TABLE>
<CAPTION>
A/S A/S A/S
ST CITY NAME ANSR LEASE FREQ LAT LONG RENT P/L
-- ---- ---- ------ ----- ---- --- ---- ---- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
* * * 04773C MOTO * * * $230 02376A
* * * 04753C MOTO * * * $175 02378A
* * * 04786C MOTO * * * $175 02378A
* * * 05032C MOTO * * * $195 02397A
* * * 05035C MOTO * * * $195 02397A
* * * 05036C MOTO * * * $195 02397A
* * * 05056C MOTO * * * $225 02397A
* * * 05082C MOTO * * * $135 02407A
* * * 04957C MOTO * * * $270 02461A
* * * 04952C MOTO * * * $320 02483A
* * * 04953C MOTO * * * $320 02483A
* * * 04954C MOTO * * * $320 02483A
* * * 04967C MOTO * * * $320 02483A
* * * 04968C MOTO * * * $320 02483A
* * * 04969C MOTO * * * $320 02483A
* * * 04972C MOTO * * * $320 02483A
* * * 04980C MOTO * * * $320 02483A
* * * 04981C MOTO * * * $320 02483A
* * * 04984C MOTO * * * $320 02483A
* * * 04988C MOTO * * * $320 02483A
* * * 04989C MOTO * * * $320 02483A
* * * 04992C MOTO * * * $320 02483A
* * * 04993C MOTO * * * $320 02483A
* * * 05021C MOTO * * * $320 02483A
* * * 04963C MOTO * * * $240 02485A
* * * 04971C MOTO * * * $150 02489A
* * * 04983C MOTO * * * $180 02493A
* * * 04987C MOTO * * * $125 02502A
* * * 05023C MOTO * * * $125 02502A
* * * 04998C MOTO * * * $225 02507A
* * * 08024C MOTO * * * $250 02507A
* * * 04758C MOTO * * * $100 02515A
* * * 04990C MOTO * * * $100 02515A
* * * 05010C MOTO * * * $ 75 02515A
* * * 04951C MOTO * * * $175 02520A
</TABLE>
Confidential Treatment Requested
The Redacted Material Has Been
Filed With the Commission
Page 8
<PAGE> 13
SCHEDULE 1 - LIST OF ANTENNA SITE LEASES
Offer to Purchase for Champion Communications - Master
<TABLE>
<CAPTION>
A/S A/S A/S
ST CITY NAME ANSR LEASE FREQ LAT LONG RENT P/L
-- ---- ---- ------ ----- ---- --- ---- ---- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
* * * 04958C MOTO * * * $175 02520A
* * * 04960C MOTO * * * $175 02520A
* * * 04961C MOTO * * * $175 02520A
* * * 04962C MOTO * * * $175 02520A
* * * 04974C MOTO * * * $175 02520A
* * * 04966C MOTO * * * $175 02520A
* * * 05004C MOTO * * * $175 02520A
* * * 05008C MOTO * * * $175 02520A
* * * 05020C MOTO * * * $175 02520A
* * * 04956C MOTO * * * $280 02523A
* * * 04995C MOTO * * * $190 02524A
* * * 05070C MOTO * * * $140 02527A
* * * 05002C MOTO * * * $187 02531A
* * * 05030C MOTO * * * $165 02535A
* * * 05031C MOTO * * * $115 02536A
* * * 05034C MOTO * * * $265 02552A
* * * 05037C MOTO * * * $265 02552A
* * * 05024C MOTO * * * $340 02557A
* * * 05038C MOTO * * * $340 02557A
* * * 05050C MOTO * * * $340 02557A
* * * 05065C MOTO * * * $340 02557A
* * * 05069C MOTO * * * $340 02557A
* * * 05077C MOTO * * * $225 02559A
* * * 05060C MOTO * * * $165 02570A
* * * 05068C MOTO * * * $165 02570A
* * * 07918C MOTO * * * $165 02570A
* * * 05064C MOTO * * * $125 02573A
* * * 07728C MOTO * * * $125 02573A
* * * 05271C MOTO * * * $245 02710A
* * * 05279C MOTO * * * $245 02710A
* * * 05280C MOTO * * * $264 02710A
* * * 05285C MOTO * * * $264 02710A
* * * 05286C MOTO * * * $264 02710A
* * * 05294C MOTO * * * $264 02710A
* * * 05300C MOTO * * * $264 02710A
</TABLE>
Confidential Treatment Requested
The Redacted Material Has Been
Filed With the Commission
Page 9
<PAGE> 14
SCHEDULE 1 - LIST OF ANTENNA SITE LEASES
Offer to Purchase for Champion Communications - Master
<TABLE>
<CAPTION>
A/S A/S A/S
ST CITY NAME ANSR LEASE FREQ LAT LONG RENT P/L
-- ---- ---- ------ ----- ---- --- ---- ---- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
* * * 05270C MOTO * * * $160 02711A
* * * 05275C MOTO * * * $160 02711A
* * * 05295C MOTO * * * $160 02711A
* * * 05297C MOTO * * * $160 02711A
* * * 05302C MOTO * * * $125 02714A
* * * 05290C MOTO * * * $300 02717A
* * * 05287C MOTO * * * $256 02719A
* * * 05301C MOTO * * * $256 02719A
* * * 05292C MOTO * * * $190 02725A
* * * 05283C MOTO * * * $250 02727A
* * * 05000C MOTO * * * $150 03861A
* * * 05012C MOTO * * * $150 03861A
* * * 05043C MOTO * * * $300 03919A
* * * 05062C MOTO * * * $300 03919A
* * * 05089C MOTO * * * $ 75 03919A
* * * 09072C MOTO * * * $250 04185A
* * * 04792C MOTO * * * $150 04238A
* * * 04978C MOTO * * * $160 04238A
* * * 05009C MOTO * * * $160 04238A
* * * 05018C MOTO * * * $160 04238A
* * * 04955C MOTO * * * $300 04432A
* * * 04964C MOTO * * * $300 04432A
* * * 05045C MOTO * * * $100 02540A
* * * 06895C MOTO * * * $ 92 03632A
* * * 06995C MOTO * * * $ 63 03778A
* * * 00625C MOTO * * * $200 00372A
* * * 06960C MOTO * * * $180 03730A
TOTAL
</TABLE>
Confidential Treatment Requested
The Redacted Material Has Been
Filed With the Commission
Page 10
<PAGE> 1
PAGES CONTAINING CONFIDENTIAL MATERIAL HAVE BEEN STAMPED "CONFIDENTIAL TREATMENT
REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE COMMISSION."
THE REDACTED MATERIAL HAS BEEN BLACKENED OR MARKED WITH A STAR (*).
EXHIBIT 10.22
<PAGE> 2
ANTENNA SITE LICENSE
THE LICENSE
Confidential Treatment Requested
LICENSOR The Redacted Material Has Been
Filed With the Commission
MOTOROLA, INC., a Delaware corporation
Network Services Division Attn.: General Manager
Address: 1301 East Algonquin Road
Schaumburg, Illinois 60196
LICENSEE
Name: Champion Communication Services, Inc. Attn.: David Terman
------------------------------------- -------------------------
Address: 1610 Woodstead Court, Suite 330
----------------------------------
City and State: The Woodlands, Texas Zip Code: 77380
--------------------------- ----------------------
LICENSE SITE
Name: Sears Tower Site No.:
------------------------------------- -----------------------
Address: 233 South Wacker Drive
----------------------------------
City and State: Chicago, IL Zip Code:
--------------------------- ----------------------
BASIC LICENSE INFORMATION
License No. Initial Term: 36 months
------------------------------- -------------------
License Date: Commencement Date: Upon
------------------------------ relocation of the community
repeaters from the CNA
building and Amoco bldg.
License Fee Schedule:
<TABLE>
<CAPTION>
Monthly License Total Monthly
Number of Units Description Fee Per Unit License Fee
- - --------------- ----------- --------------- -------------
<S> <C> <C> <C>
75 Community Repeaters $ $
21 Community Repeaters $ $
Total $
</TABLE>
- - -----------------------------------------------------------------------------
THE TERMS AND CONDITIONS OF THIS LICENSE ARE PRINTED ON THE REVERSE SIDE.
FILL IN ALL BLANKS. READ BOTH SIDES.
"See attached Addendum "A" for additional terms and conditions."
LICENSOR: MOTOROLA, INC. LICENSEE: Champion Communications
A Delaware corporation Services, Inc.
By: /s/ [ILLEGIBLE] By: /s/ Bryant Kelly
---------------------------------- -----------------------------
Its: Business Manager Its: Antenna Site Manager
--------------------------------- -----------------------------
Attest: /s/ Jeans James Attest: /s/ Melanie Patrick
------------------------------ --------------------------
Date: 10/30/95 Date: 10-5-95
-------------------------------- ----------------------------
<PAGE> 3
(1) License of Site. The Licensor, Motorola, Inc. (herein called
"Motorola") licenses Licensee to install, operate and maintain at Licensee's
sole expense and risk, the radio and/or television transmitting and receiving
equipment along with associated other electronic equipment (which may be
passive and/or active) and mounting structures listed on the reverse side, at
places designated by Motorola on the site described on the reverse side (the
"Site") occupied by Motorola. If Licensee desires to place equipment on the
Site other than that listed on the reverse, Motorola and Licensee shall
negotiate the placement of said additional equipment and the associated
license fee. The Licensee shall not do, attempt, permit or suffer anything to
be done on the Site which could be construed to be a violation of the Lease
(hereinafter described); and Motorola upon request from Licensee will furnish
the Licensee with a summary of the applicable provisions of the Lease.
Additionally, Licensee shall at all times comply with all of the Site rules and
regulations which Motorola may from time to time adopt. At all reasonable
times, Licensee shall have the unrestricted right to enter or leave the Site
where Licensee's equipment is located. Licensee agrees to take, at Licensee's
own expense, all measures and precautions necessary to render Licensee's
equipment inaccessible to unauthorized persons. Motorola agrees that it will
use its reasonable best efforts to prevent unauthorized persons from gaining
access to Licensee's equipment.
(2) Extensions of Initial Term, Underlying Lease. After the expiration of
the Initial Term indicated on the reverse side of this License, this License
shall continue for successive additional one (1) month periods. After the
expiration of the Initial Term, either Motorola or Licensee may terminate this
License at any time, with or without cause, upon thirty (30) days advance
written notice to the other party. The Site may be subject to the terms and
provisions of an underlying lease executed by and between Motorola as tenant
and another person or entity as landlord (the "Lease"). Notwithstanding
anything to the contrary contained in this License, if the Site is subject to
said Lease, this License shall automatically terminate upon the termination of
Motorola's right to possession of the Site under said Lease.
(3) License Fee. During the Initial Term and during any renewal term of
this License, Licensee shall pay to Motorola, in advance on the first day of
each month, the Total Monthly License Fee indicated on the reverse side hereof.
At any time during the Initial Term or during any renewal term, and from time to
time, Motorola may increase the Monthly License Fee Per Unit (thereby affecting
the Total Monthly License Fee). Motorola shall notify Licensee of such
increase(s), which notice may be given by Motorola to Licensee by any of the
following methods: (A) delivering to Licensee a notice of increase thirty (30)
days prior to such increase; (B) noting such increase in Motorola's published
rates; (C) noting such increase in any invoice sent by Motorola to Licensee; or
(D) any other reasonable means. The notice from Motorola to Licensee required
under this Paragraph (3) shall not be required to meet the notice standards set
forth in Paragraph (11) below. Licensee's continued use of the Site for more
than thirty (30) days after its receipt of the notice set forth herein shall be
deemed Licensee's acceptance of the new Monthly License Fee Per Unit as
determined by Motorola. If at any time during the Initial Term or any renewal
term of this License, Licensee fails to pay the entire Total Monthly Licensee
Fee (including any increases as set forth herein) within ten (10) days after
the due date, Motorola may then terminate this License by delivering to
Licensee notice of default, which termination shall be effective ten (10) days
after it is deposited into the United States mails. Additionally, upon said
effective date of License termination, Motorola shall have the right to
disconnect, remove and dispose of Licensee's equipment located upon the Site.
(4) Hold Over Fee. In the event this License is terminated pursuant to
Paragraphs (2), (3) or (7) hereof, and so long as Licensee's equipment remains
on the Site (even if it has been disconnected), Licensee shall pay to Motorola
a hold-over License fee equal to one hundred percent (100%) of the
then-effective Total Monthly License Fee, prorated from the effective date of
termination to the date the equipment is removed from the Site. Motorola shall
have the right (but not the obligation) to disconnect and remove Licensee's
equipment from the Site. If Motorola disconnects and removes Licensee's
equipment, Licensee shall pay to Motorola upon demand three hundred percent
(300%) of the disconnection, removal and storage expenses incurred by or on
behalf of Motorola. If such equipment is not reclaimed by Licensee within
forty-five (45) days, Motorola has the right to sell the equipment and deduct
therefrom any amounts due under this License, returning the remainder to
Licensee.
(5) Condition of the Site. Licensee agrees to take the Site in strictly "AS
IS" condition. Licensee hereby acknowledges that Motorola shall have no
responsibility for: (A) the Site's condition; or (B) damage suffered by
Licensee or any other person due to such condition. Licensee shall keep the
Site and Licensee's equipment in good order and repair. Upon expiration or
termination of this License, Licensee shall remove all property from the Site
which was placed there by Licensee and shall restore the Site to its original
condition. As a Federal Communications Commission ("FCC") licensee, Licensee is
required by Part 17 of the FCC rules to ensure that tower structures upon which
its radio/television antennas are located satisfy certain lighting and painting
specifications. If Motorola owns or has the responsibility for maintenance,
lighting and painting of the subject tower, Motorola shall be solely
responsible for the maintenance of said tower and ensuring that it is operated
in compliance with all lighting and painting rules and requirements of the FCC
and any similar rules and requirements of the Federal Aviation Administration
("FAA") (collectively the FCC/FAA Rules"). If Motorola neither owns nor has the
responsibility of maintaining said tower (including compliance with the FCC/FAA
Rules), Licensee hereby agrees to look solely to the owner of said tower for
the maintenance of said tower and compliance with the FCC/FAA Rules.
(6) Liability. In connection with the use of the Site under this License,
except for its own acts, Motorola shall not be liable to Licensee or to any
other person or entity for any loss or damage, regardless of cause.
Specifically, but without limiting the generality of the foregoing, Motorola
shall have no liability for any loss or damage due to personal injury, property
damage, libel or slander, or imperfect or unsatisfactory communications
experienced by the Licensee for any reason whatsoever. Licensee shall save,
indemnify and hold Motorola harmless from and against any and all loss, cost,
damage, expense or liability (direct, consequential or otherwise), occasioned
by, growing out of, arising from or resulting in connection with, this License
or any act or failure to act by Licensee, its employees, agents, invitees or
licensees. If Motorola assigns this License to a third party, Motorola shall
have no further obligation or liability to Licensee under this License after
such assignment.
(7) Operation of Equipment. Licensee shall install, operate and maintain
its equipment located upon the Site in accordance with all applicable laws and
regulations. Licensee agrees to install radio equipment of types and
frequencies which would not cause interference to the equipment of Motorola or
other licensees on the Site. In the event Licensee's equipment causes such
interference, at its sole cost and expense, Licensee shall take all steps
necessary to correct and eliminate such interference. If said interference
cannot be eliminated within a reasonable length of time (not to exceed
forty-eight (48) hours), Licensee agrees to then immediately cease using the
equipment which is creating the interference (except for short tests necessary
for the elimination of the interference). In the event Licensee cannot
eliminate such interference after using its best efforts to do so, this License
shall then terminate without further obligation on either party with respect
to such equipment, except for Licensee's obligation to pay all fees owed to
Motorola at the time of such termination. Motorola has the right to disconnect
and remove any equipment not in compliance with this Paragraph (7).
(8) Personal License. This License is personal to Licensee and no
assignment or sublicense in whole or in part shall be valid without the written
consent of Motorola. Motorola may assign its rights under this License to any
other party.
(9) Insurance. Licensee shall carry, during the Initial Term and any
renewal term of this License, insurance in amounts satisfactory to Motorola.
(10) Liens. Licensee shall not permit any mechanics', materialman's or other
liens to stand against the Site for any labor or material furnished the
Licensee in connection with work of any character performed on the Site by or at
the direction of the Licensee. In the event that any notice of lien shall be
filed or given, Licensee shall, without delay, cause the same to be released or
discharged and Motorola shall be completely indemnified by Licensee from and
against any losses, damages, costs, expenses, fees or penalties suffered or
incurred by Motorola on account of the filing of such claim or lien.
(11) Notices. Except as set forth in paragraph (3) above, any notice or
demand required or permitted to be given or made hereunder shall be in writing,
and shall be deemed sufficiently given or made if sent by certified mail in a
sealed envelope, postage prepaid, addressed in the case of Motorola to: General
Manager, Motorola, Inc., Network Services Division, 1301 East Algonquin Road,
Schaumburg, Illinois 60196, and addressed in the case of the Licensee as set
forth on the reverse side of this License. Any such notice or demand shall be
deemed to have been given or made at the time it is deposited in the United
States mails. Motorola or Licensee may from time to time designate any other
address for this purpose by written notice to the other party.
(12) Waiver. Failure or delay on the part of Motorola or Licensee to
exercise any right, power, or privilege hereunder shall not operate as a waiver
thereof.
(13) Prior Negotiations, Amendment and Benefits. This License constitutes
the entire agreement of the parties hereto and shall supersede all prior
offers, negotiations and agreements. No revision of this License shall be valid
unless made in writing and signed by an officer of Motorola and an authorized
agent of the Licensee. The provisions of this License apply to and are binding
upon the heirs, successors, executors, administrators and assigns (the latter
if permitted) of the parties.
(14) Severability. If any provision of this License shall be held to be
invalid, illegal or unenforceable, the remaining provisions shall be binding
upon the parties and shall be enforceable as though said invalid, illegal or
unenforceable provision were not contained herein; provided however, that if
the invalid, illegal or unenforceable provision goes to the heart of this
License, the License shall be deemed to be terminated.
(15) Nondisclosure. This License shall remain confidential between the
parties and each of them warrants to the other that they shall use their best
efforts to prevent any officers, directors, employees or agents from disclosing
the terms and conditions of this License, without first obtaining the written
consent of the other party.
(16) Environmental. Licensee hereby covenants that it shall bring onto the
Site no hazardous substances, hazardous wastes, pollutants, asbestos,
polychlorinated biphenyls (PCBs), petroleum or other fuels (including crude oil
or any fraction or derivative thereof) or underground storage tanks
(collectively, "Environmental Hazards"). For purposes of this License, the term
"hazardous substances" shall be as defined in the Comprehensive Environmental
Response, Compensation, and Liability Act (42 U.S.C. Section 9601 et seq.)
(CERCLA), and any regulations promulgated pursuant thereto. The term "hazardous
wastes" shall be as defined in the Resource Conservation and Recovery Act (42
U.S.C. Section 6901 et seq.) (RCRA), and any regulations promulgated pursuant
thereto. The term "pollutants" shall be as defined in the Clean Water Act (33
U.S.C. Section 1251 et seq.), and any regulations promulgated pursuant thereto.
Licensee agrees to indemnity, save and hold harmless Motorola, its successors
and assigns, and their respective present and future officers, directors,
employees and agents (collectively, the "Indemnitees" from and against any and
all liabilities, penalties, fines, forfeitures, demands, damages, losses,
claims, causes of action, suits, judgments, and costs and expenses incidental
thereto (including, but not limited to, the cost of defense, settlement,
reasonable attorneys's fees, reasonable consultants' fees and reasonable
experts' fees), which Motorola or all or any of the indemnitees may hereafter
suffer, incur, be responsible for or disburse as a result of: (A) any
governmental action, order, directive, administrative proceeding or ruling; (B)
personal or bodily injuries (including death) or damage (including loss of use)
to any property (public or private); (C) cleanup, remediation, investigation or
monitoring of any pollution or contamination of or adverse effects on human
health or the environment; or (D) any violation or alleged violation of laws,
statutes, ordinances, orders, rules or regulations of any governmental entity
or agency directly or indirectly caused by or arising out of any Environmental
Hazards existing on or about the site but only to the extent that any such
existence is caused by the activities of Licensee and/or Licensee's officers,
directors, employees, agents, invitees or licensees. This provision shall
survive the termination or expiration of this License.
<PAGE> 4
Addendum to Antenna Site License dated _________
between Champion Communications, Inc. (Licensee)
and Motorola Inc. (Licensor).
1. The minimum monthly license fee due to Motorola, Inc. from Champion
during the term of this agreement is ( community repeaters at $ per
month per attached Exhibit 1).
2. Twenty one (21) additional community repeaters (per attached Exhibit 2)
will also be relocated to Sears from the Amoco and CNA buildings. The monthly
rental for these units will be $ per month per unit for the first 18 months
of this agreement and $ per month per unit for months 19 thru 36. No rent will
be charged for the first 3 months of this agreement.
3. Champion can add units during the term of this agreement at a rental
rate of $ per month per unit for the first 12 months. After the initial 12
months, the per unit monthly rental rate will be $ for the remaining term of
this agreement. Champion agrees that in consideration for this new unit rate
that all Champion new downtown Chicago units will be installed at Sears during
the term of this agreement (subject to Motorola's engineering approval).
4. Champion has the ability to cancel units, only if the unit is taken out
of service, by giving Motorola thirty (30) days written notice. All
cancellations shall be subject to the minimum monthly license fee provision
(#1) of this addendum.
LICENSEE LICENSOR
Champion Communications, Inc. Motorola, Inc.
by /s/ BRYANT KELLEY by /s/ [ILLEGIBLE]
--------------------------- -----------------------------
date October 5, 1995 date October 30, 1995
------------------------- ---------------------------
CONFIDENTIAL TREATMENT REQUESTED
THE REDACTED MATERIAL HAS BEEN
FILED WITH THE COMMISSION
<PAGE> 5
SCHEDULE 1 - LIST OF ANTENNA SITE LEASES
Offer to Purchase for Champion Communications - Master
<TABLE>
<CAPTION>
A/S A/S A/S
ST CITY NAME C/R ANSR LEASE FREQ LAT LONG RENT P/L
-- ---- ---- --- ------ ----- ---- --- ---- ------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
* * * 256 00607C MOTO * * * $ 390 00284A
* * * 255 00606C MOTO * * * $ 390 00284A
* * * 294 00647C MOTO * * * $ 390 00284A Removed
------ ------------------------- ------------------------------------
* * * 293 00646C MOTO * * * $ 390 00284A
* * * 366 00722C MOTO * * * $ 390 00284A
* * * 389 00745C MOTO * * * $ 390 00284A
* * * 368 00724C MOTO * * * $ 390 00284A
* * * 391 00747C MOTO * * * $ 390 00284A
* * * 392 00748C MOTO * * * $ 390 00284A
* * * 1025 00415C MOTO * * * $ 390 00284A
* * * 387 00743C MOTO * * * $ 390 00284A
* * * 527 00675C MOTO * * * $ 390 00284A
* * * 390 00746C MOTO * * * $ 390 00284A
* * * 611 00960C MOTO * * * $ 390 00284A
* * * 443 00796C MOTO * * * $ 390 00284A
* * * 574 00923C MOTO * * * $ 390 00284A
* * * 581 00928C MOTO * * * $ 390 00284A
* * * 580 00927C MOTO * * * $ 390 00284A
* * * 541 00889C MOTO * * * $ 390 00284A Removed
------ ------------------------- ------------------------------------
* * * 590 00938C MOTO * * * $ 390 00284A Removed
------ ------------------------- ------------------------------------
* * * 591 00939C MOTO * * * $ 390 00284A
* * * 606 00956C MOTO * * * $ 390 00284A
* * * 682 01029C MOTO * * * $ 390 00284A
* * * 681 01028C MOTO * * * $ 390 00284A
* * * 686 01032C MOTO * * * $ 390 00284A Removed
------ ------------------------- ------------------------------------
* * * 683 01030C MOTO * * * $ 390 00284A
* * * 684 01031C MOTO * * * $ 390 00284A
* * * 687 01033C MOTO * * * $ 390 00284A
* * * 365 00721C MOTO * * * $ 390 00284A
* * * 778 01122C MOTO * * * $ 390 00284A
* * * 766 01112C MOTO * * * $ 390 00284A
* * * 0320 00674C MOTO * * * $ 390 00285A
* * * 0001 00394C MOTO * * * $ 390 00285A
* * * 0093 01277C MOTO * * * $ 390 00285A
* * * 0110 00430C MOTO * * * $ 390 00285A
</TABLE>
Confidential Treatment Requested
The Redacted Material Has Been
Filed With the Commission
Page 1
<PAGE> 6
SCHEDULE 1 - LIST OF ANTENNA SITE LEASES
Offer to Purchase for Champion Communications - Master
<TABLE>
<CAPTION>
A/S A/S A/S
ST CITY NAME C/R ANSR LEASE FREQ LAT LONG RENT P/L
-- ---- ---- --- ------ ----- ---- --- ---- ------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
* * * 0319 00672C MOTO * * * $ 390 00285A
* * * 0027 00622C MOTO * * * $ 390 00285A
* * * 0038 00735C MOTO * * * $ 390 00285A
* * * 0091 01255C MOTO * * * $ 390 00285A
* * * 0031 00663C MOTO * * * $ 390 00285A
* * * 0240 00591C MOTO * * * $ 390 00285A
* * * 0025 00601C MOTO * * * $ 390 00285A
* * * 0066 01226C MOTO * * * $ 390 00285A
* * * 0283 00635C MOTO * * * $ 390 00285A
* * * 0041 00766C MOTO * * * $ 390 00285A
* * * 0241 00592C MOTO * * * $ 390 00285A
* * * 0056 00900C MOTO * * * $ 390 00285A
* * * 0297 00649C MOTO * * * $ 390 00285A
* * * 0019 00509C MOTO * * * $ 390 00285A
* * * 0036 00715C MOTO * * * $ 390 00285A
* * * 0435 00787C MOTO * * * $ 390 00285A
* * * 0030 00652C MOTO * * * $ 390 00285A
* * * 0115 00435C MOTO * * * $ 390 00285A
* * * 0097 01321C MOTO * * * $ 390 00285A
* * * 112 00432G MOTO * * * $ 390 00285A Removed
----- -------------------------- ----------------------------------
* * * 0090 01247C MOTO * * * $ 390 00285A
* * * 0845 01213C MOTO * * * $ 390 00285A
* * * 0135 00456C MOTO * * * $ 390 00285A
* * * 0457 00809C MOTO * * * $ 390 00285A
* * * 0114 00434C MOTO * * * $ 390 00285A
* * * 0120 00442C MOTO * * * $ 390 00285A
* * * 0215 00568C MOTO * * * $ 390 00285A Removed
----- -------------------------- ----------------------------------
* * * 0121 00443C MOTO * * * $ 390 00285A
* * * 0122 00444C MOTO * * * $ 390 00285A
* * * 0264 00616C MOTO * * * $ 390 00285A
* * * 0460 00813C MOTO * * * $ 390 00285A
* * * 0219 00572C MOTO * * * $ 390 00285A
* * * 0218 00571C MOTO * * * $ 390 00285A
* * * 0477 00829C MOTO * * * $ 390 00285A
* * * 0292 00645C MOTO * * * $ 390 00285A Removed
----- -------------------------- ----------------------------------
</TABLE>
Confidential Treatment Requested
The Redacted Material Has BEen
Filed With the Commission
Page 2
<PAGE> 7
SCHEDULE 1 - LIST OF ANTENNA SITE LEASES
Offer to Purchase for Champion Communications - Master
<TABLE>
<CAPTION>
A/S A/S A/S
ST CITY NAME C/R ANSR LEASE FREQ LAT LONG RENT P/L
-- ---- ---- --- ------ ----- ---- --- ---- ------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
* * * 0064 00968C MOTO * * * $ 200 00592A Relocated to Sears
* * * 0024 00590C MOTO * * * $ 200 00592A Relocated to Sears
* * * 0035 00705C MOTO * * * $ 200 00592A Relocated to Sears
* * * 0051 00859C MOTO * * * $ 200 00592A Relocated to Sears
* * * 0060 00949C MOTO * * * $ 200 00592A Relocated to Sears
* * * 0068 01026C MOTO * * * $ 200 00592A Relocated to Sears Removed
------------------------- -----------------------------------------------
* * * 0020 00519C MOTO * * * $ 200 00592A Relocated to Sears
* * * 0086 01207C MOTO * * * $ 200 00592A Relocated to Sears
* * * 0050 00937C MOTO * * * $ 200 00592A Relocated to Sears
* * * 0084 01185C MOTO * * * $ 200 00592A Relocated to Sears
* * * 0148 00466C MOTO * * * $ 200 00722A Relocated to Sears
* * * 0201 00531C MOTO * * * $ 200 00722A Relocated to Sears
* * * 0140 00462C MOTO * * * $ 200 00722A Relocated to Sears
* * * 1021 00411C MOTO * * * $ 200 00722A Relocated to Sears
* * * 0134 00455C MOTO * * * $ 200 00722A Relocated to Sears
* * * 0010 00395C MOTO * * * $ 200 00722A Relocated to Sears
* * * 202 00542C MOTO * * * $ 200 00722A Relocated to Sears
* * * 0161 00480C MOTO * * * $ 200 00722A Relocated to Sears
* * * 1020 00410C MOTO * * * $ 200 00722A Relocated to Sears
* * * 0033 00684C MOTO * * * $ 200 00722A Relocated to Sears
* * * 0209 00561C MOTO * * * $ 200 00722A Relocated to Sears
* * * 0244 00595C MOTO * * * $ 200 00722A Relocated to Sears
* * * 0713 01058C MOTO * * * $ 200 00722A Relocated to Sears
* * * 0872 01221C MOTO * * * $ 200 00722A Relocated to Sears Removed
------------------------- -----------------------------------------------
* * * 0070 01044C MOTO * * * $ 200 00722A Relocated to Sears
* * * 0203 00552C MOTO * * * $ 200 00722A Relocated to Sears
* * * 0461 00614C MOTO * * * $ 200 00722A Relocated to Sears
* * * 0940 01289C MOTO * * * $ 200 00722A Relocated to Sears
* * * 0138 00459C MOTO * * * $ 200 00722A Relocated to Sears Removed
------------------------- -----------------------------------------------
* * * 0136 00457C MOTO * * * $ 200 00722A Relocated to Sears
* * * 0945 01294C MOTO * * * $ 200 00722A Relocated to Sears
* * * 0062 09778C MOTO * * * $ 200 00722A Relocated to Sears
TOTAL $33,500
</TABLE>
Confidential Treatment Requested
The Redacted Material Has Been
Filed With the Commission
Page 3
<PAGE> 1
PROMISSORY NOTE
USD 2,799,581.26 November 15, 1995
FOR VALUE RECEIVED, CHAMPION COMMUNICATION SERVICES, INC., a
corporation organized and existing under the laws of the State of Delaware (the
"Company"), hereby promises to pay to CHAMPION COMMUNICATIONS COMPANY at the
offices of the payee at 2739 Wisteria Walk, Spring, Texas 77388, or at such
other place as the holder hereof may designate from time to time, on or before
March 30, 2001, the principal sum of TWO MILLION SEVEN HUNDRED NINETY-NINE
THOUSAND FIVE HUNDRED EIGHTY ONE and 26/100 UNITED STATES DOLLARS (USD
2,799,581.26) lawful money of the United States of America.
1. Interest on this Note shall be payable quarterly on the unpaid
balance from and including the date hereof until the principal balance is fully
paid, at the Prime Rate. The term Prime Rate shall mean that rate published in
the "Money Rates" section of the Wall Street Journal from time to time as the
Prime Rate (calculated on the basis of a year of 360 days for the actual number
of days elapsed), the first payment of interest being due and payable on June
30, 1996 for the period from the date of this Note until June 30, 1996 and
thereafter on the quarterly anniversaries of such date while this Note is
outstanding.
2. The principal amount of this Note is payable in twenty (20)
quarterly installments of USD 139,979.06 each on the same dates that interest
is payable under Section 1 above; provided, however, that the final such
installment shall be in an amount sufficient to repay all amounts outstanding
under this Note.
<PAGE> 2
3. This Note is secured by, among other things, a Security
Agreement from the Company in favor of the holder hereof covering, among other
things, all of the community repeaters owned by the Company and the proceeds of
spectrum sales by the Company (the "Security Agreement").
4. Whenever any payment to be made hereunder shall be due on a
Saturday, Sunday or public holiday under the laws of the place of payment, such
payment shall be made on the business day last preceding such Saturday, Sunday
or public holiday.
5. In the event that any amount due under this Note is not paid
when due, or in the event of the failure of the Company to fulfill any
obligation, covenant or agreement contained in this Note, then any such past
due principal and interest on this Note shall bear interest at a 2% per annum
above the rate provided for in Section 1 above until paid.
6. This Note may be prepaid in whole or in part at any time
without premium or penalty and shall be prepaid as required by Section 2.08 of
the Security Agreement.
7. No course of dealing between the Company and the holder of
this Note or any delay on the part of any holder of this Note in exercising any
rights hereunder shall operate as a waiver of any right of any holder of this
Note.
8. The maker, signers, sureties, endorsers, guarantors and other
parties liable for the payment of this Note severally waive presentment for
payment or acceptance, demand, notice of dishonor, and protest, and agree to
all extensions and partial payments,
2
<PAGE> 3
before or after maturity, without prejudice to the holder; and if this Note is
placed in the hands of an attorney for collection after maturity, or, if it is
collected through resort to a bankruptcy, a probate, or any other court,
whether before or after maturity, then an additional 10% on the amount of
principal and interest then unpaid shall be added and collected as attorney's
fees.
9. All amounts payable hereunder shall be paid free of all
deductions or withholdings in respect of any taxes whatsoever which might be
levied in connection with this Note, except for taxes imposed by United States
authorities on the income or activities of the holder hereof; and in the event
that because of any provision of law, regulation or order of any kind, the
foregoing provision cannot be carried out according to its terms, the Company
agrees to make all such withholdings and to pay all such taxes and deductions
and to save the holder hereof harmless therefrom in such manner that the
payments received by the holder pursuant to this Note are in the same amount
that would have been received had not such tax deduction or withholding been
applicable.
10. Notwithstanding any provision of this Note to the contrary, it
is the intent of the Company and the Payee that, in no event shall the
aggregate amount of consideration which constitutes interest under any
applicable law which is contracted for, charged or received hereunder
("Interest") exceed the maximum amount of nonusurious interest allowed by law,
and any excess shall be credited on this Note (or if all obligations under this
Note shall
3
<PAGE> 4
have been paid in full, refunded to the Company). For purposes of the
foregoing, the maximum amount of interest allowed by law shall be calculated by
determining the amount of interest that could be contracted for, charged or
received during the term hereof at the maximum rate of nonusurious interest
allowed from time to time by applicable law as is now or, to the extent allowed
by law, as may hereafter be in effect (the "maximum nonusurious interest rate")
and, if at any time the rate of Interest to accrue would exceed the maximum
nonusurious interest rate, the rate of Interest to accrue under this Note shall
be limited to the maximum nonusurious interest rate, but any subsequent
reductions in the Prime Rate shall not reduce the rate of Interest to accrue on
this Note below the maximum nonusurious interest rate until the total amount of
Interest accrued and paid on this Note equals the amount of Interest which
would have accrued if a rate per annum equal to the Prime Rate or the interest
rate charged pursuant to Section 5 of this Note, whichever is applicable, had
at all times been in effect. It is further agreed that, without limitation of
the foregoing, all calculations of the rate of Interest that are made for the
purpose of determining whether such rate exceeds the maximum nonusurious
interest rate applicable to the Payee, shall be made to the extent possible
permitted by usury laws applicable to the Payee (now or hereafter enacted) by
amortizing, prorating and spreading all Interest in equal parts during the
period of the full stated term of the obligations evidenced by this Note.
4
<PAGE> 5
11. This Note shall be governed by and construed under the
internal laws of the State of Texas.
CHAMPION COMMUNICATION SERVICES, INC.
By: /s/ DAVID TERMAN
--------------------------------
Name: David Terman
Title: President
5
<PAGE> 6
ENDORSEMENT NO. 1
Endorsement No. 1 dated August 15, 1996 to the Promissory Note dated
November 15, 1995 (the "Note") in the principal amount of USD 2,799,581.26 from
CHAMPION COMMUNICATION SERVICES, INC. (the "Company") in favor of CHAMPION
COMMUNICATIONS COMPANY.
The Note is hereby amended, effective the date hereof, as follows:
1. The maturity date of the Note is hereby changed to September 30, 2001
wherever it appears.
2. Section 1 of the Note is hereby amended by adding the following
proviso; "provided, however that all of the payments due on June 30, 1996 and
previously due on September 30, 1996 shall bear interest at the rate of the
Prime Rate plus 2%."
3. The Company shall continue to make partial monthly interest payments
of USD 10,638.17 which shall be applied by the payee to interest due under the
Note.
4. The Company will make a one time additional payment of interest in the
amount of USD 30,000.00 which shall be applied by the payee to interest due
under the Note at the time the Company receives the net proceeds of its initial
public offering.
5. Wherever and in each place the term "Note" is used in the Note, it
shall be read to mean the Note as amended by this Endorsement No. 1. Except
as specifically amended by this Endorsement No. 1, all of the terms of the Note
shall continue in full force and effect.
<PAGE> 7
6. No temporary waiver or forebearance by the payee of any provision of the
Note whether evidenced by this Endorsement No. 1 or otherwise shall bind the
payee to grant any further waivers or forebearances.
IN WITNESS WHEREOF, the parties hereto have executed this Endorsement No. 1
the day and year first above written.
CHAMPION COMMUNICATION SERVICES, INC.
By: /s/ DAVID TERMAN
-------------------------------------
Name: David Terman
Title: President
CHAMPION COMMUNICATIONS COMPANY
By: /s/ ALBERT F. RICHMOND
---------------------------------
Name: Albert F. Richmond
Title: President
<PAGE> 1
SECURITY AGREEMENT
SECURITY AGREEMENT, dated as of November 15, 1995, between CHAMPION
COMMUNICATION SERVICES, INC., a Delaware corporation, its successors and
assigns (the "Debtor"), and CHAMPION COMMUNICATIONS COMPANY, a Texas
corporation (together with its successors and assigns, the "Secured Party").
R E C I T A L S
WHEREAS, the Secured Party has loaned the Debtor USD 2,799,581.26 as
evidenced by the promissory note of the Debtor dated November 15, 1995 (the
"Note"); and
WHEREAS, the Secured Party required, as a condition to its loan to the
Debtor, that the Debtor execute and deliver this Security Agreement to the
Secured Party as security for the Debtor's obligations under the Note.
NOW, THEREFORE, in consideration of the premises contained herein and for
other good and valuable consideration, receipt of which is hereby acknowledged,
the parties hereto agree and covenant as follows:
ARTICLE 1 - DEFINITIONS
Section 1.01. Certain Defined Terms. For purposes of this Security
Agreement:
(a) "Equipment" shall mean: (i) all of the community repeaters
now owned or hereafter acquired by the Debtor, (ii) all metal
products, machinery, equipment, materials or other goods of
any description whatsoever, used or acquired for use, now
owned or hereafter acquired, by the Debtor or any other party
using or operating the Equipment and other goods of any
description whatsoever installed in or affixed to or to be
used in connection with any item of Equipment or acquired for
installation on, affixation to, or use in connection with any
item of Equipment.
(b) "Insurances" shall mean: (i) all insurance in respect of the
Equipment whether now or hereafter to be effected and all
renewals of or replacements for the same, (ii) all claims and
other moneys and claims for moneys due and to become due under
said insurances and (iii) all other rights of the Debtor under
or in respect of said insurances.
(c) "Spectrum Sales Proceeds" shall mean the net proceeds to the
Company of any sales, leases or assignments of community
repeater spectrums or spectrum licenses.
<PAGE> 2
(d) Any proceeds or products of the above. (a) through (d) above
are referred to herein as the "Collateral."
ARTICLE 2 - SECURITY
Section 2.01. Grant of Security Interest. In consideration of the loan
by the Secured Party evidenced by the Note and by way of security for payment
of all amounts due by the Debtor under the Note as it may be amended, modified
or extended or any other amounts due by the Debtor to the Secured Party, the
Debtor does hereby sell, pledge, assign, transfer and set over unto, and does
hereby grant a security interest in favor of the Secured Party and unto the
Secured Party's successors' and assigns' as Secured Party for its own proper
use and benefit, as security for all amounts due and owing under the Note,
hereunder or otherwise by the Debtor to the Secured Party, all right, title and
interest of the Debtor under, in and to the Collateral.
Section 2.02. Continued Priority of Security Interest. The Debtor
agrees that it will not, without the prior written consent of the Secured
Party, create or suffer to exist any lien or security interest upon the
Collateral or any part thereof other than the lien and security interests
created hereby.
Section 2.03. Maintenance of Status of Security Interest. The Debtor
shall take all action that may be necessary or desirable, or that the Secured
Party reasonably may request, so as at all times (a) to grant and perfect the
security interest in the Collateral intended to be granted hereby and to
maintain the validity, enforceability, perfection and priority of the security
interest in the Collateral, (b) to protect or preserve the security interest
created by this Security Agreement and (c) to protect, preserve, exercise or
enforce the rights of the Secured Party hereunder, including but not limited to
executing and delivering Uniform Commercial Code financing statements,
continuation statements, notices, instructions and assignments, in each case in
form and substance reasonably satisfactory to the Secured Party and not
inconsistent with the terms hereof. The Debtor shall mark its books and records
and the Collateral as may be necessary or appropriate to evidence, protect and
perfect the security interest in the Collateral and shall cause its financial
statements to reflect such security interest.
Section 2.04. Evidence of Status of Security Interest. The Debtor
shall from time to time upon request of the Secured Party promptly deliver to
the Secured Party such file search reports from such Uniform Commercial Code
and other filing and recording offices as may be applicable from time to time
as the Secured Party may reasonably designate in order to establish that the
perfection and priority of the interest granted hereby are maintained.
-2-
<PAGE> 3
Section 2.05. Authorized Action. The Secured Party is hereby
authorized to file one or more financing or continuation statements (including
statements of assignment and renewals thereof) or amendments thereto without
the signature of, or in the name of, the Debtor. A photographic or other
reproduction of this Security Agreement or of any financing statement filed in
connection with this Security Agreement shall be sufficient as a financing
statement.
Section 2.06. The Debtor Remains Obligated; the Secured Party Not
Obligated. The grant by the Debtor to the Secured Party of the security
interest granted hereby shall not relieve the Debtor from the performance of
any term, covenant, condition or agreement on its part to be performed or
observed, or from any liability to any Person, under or in respect of any of
the Collateral or impose any obligation on the Secured Party to perform or
observe any such term, covenant, condition or agreement on the Debtor's part to
be so performed or observed or impose any liability on the Secured Party for
any act or omission on the part of the Debtor relating thereto.
Section 2.07. Representation. The Debtor hereby represents and
warrants to the Secured Party that there is no other perfected security
interest upon the Collateral as of the date of this Security Agreement.
Section 2.08 Mandatory Prepayment. Upon the sale or actual or
constructive total loss of any Collateral, the sale or insurance proceeds of
such sale or loss shall, upon receipt by the Debtor, be used to prepay amounts
outstanding under the Note along with all interest accrued on such amount
through such repayment date. Any prepayment under this Section 2.08 shall be
applied to amounts outstanding under the Note in inverse order of maturity.
ARTICLE 3 - MAINTENANCE; USE AND OPERATION;
INSPECTION; IDENTIFICATION MARKS
Section 3.01. Maintenance. The Debtor, at its sole cost and expense
(whether or not applicable insurance proceeds are adequate for the purpose),
shall, except as items of Equipment are retired or replaced because of damage
or obsolescence in accordance with the Debtor's ordinary course of business (i)
maintain and refurbish the Equipment, so as to keep it in good operating
condition, order and repair in the manner of other first class operators of
similar community repeaters, and (ii) keep the Equipment in compliance with all
applicable laws, regulations and orders of any governmental authority having
jurisdiction with respect thereto.
Section 3.02. Use and Operation. So long as no Event of Default shall
occur and be continuing, the Debtor shall have the full use of the Equipment;
provided, however, that the Debtor covenants and agrees that it will not permit
the Equipment to be
-3-
<PAGE> 4
incorporated or installed in or attached to any building or real property in
such manner as to become part of or subject to any liens or security interests
on such building or real property or so as to preclude the removal thereof
without material injury to the Equipment (it being the intention of the parties
that the Equipment is, and shall be and remain, personal property throughout
the term of the Note and this Agreement); and provided, further, that the
Equipment shall not be used or operated in any manner contrary to the
applicable law, treaty or convention, or any rule or regulation issued
thereunder.
Section 3.03. Inspection. The Debtor shall permit representatives
of the Secured Party at any reasonable time, on reasonable notice, to inspect
the Equipment, provided that any such inspection will not materially interfere
with the normal operation of the Equipment.
Section 3.04. Identification Marks. The Debtor will cause each item of
Equipment to be kept numbered with an identifying number. The Debtor will not
change the identifying number of any item of Equipment except in accordance
with a statement of new identifying number to be substituted therefor, which
statement previously shall have been filed with the Secured Party.
ARTICLE 4 - REPLACEMENT OF PARTS; ALTERATIONS,
MODIFICATIONS AND ADDITIONS
Section 4.01. Replacement of Parts. (a) Except as items of Equipment
are retired or replaced because of damage or obsolescence in accordance with
the Debtor's ordinary course of business, the Debtor, at its sole cost and
expense, will as necessary promptly replace all parts on the Equipment which
may from time to time become worn out, lost, destroyed, seized, damaged beyond
repair or permanently rendered unfit for use for any reason whatsoever. All
parts at any time removed from the Equipment shall remain subject to the
security interest granted herein until such time as such parts shall be
replaced by parts which meet the requirements for replacement parts specified
below. All replacement parts incorporated or installed in or attached to
any item of Equipment as provided by this Section 4.01 shall, without necessity
of further act, become part of such item of Equipment for all purposes hereof
and subject to the security interest granted herein.
(b) All replacement parts shall be free and clear of all liens or
security interests and shall be in as good operating condition as, and shall
have a value and utility at least equal to the parts replaced, assuming such
replaced part to be maintained in accordance with the terms of this Security
Agreement.
Section 4.02. Alterations, Modifications and Additions. The Debtor, at
its sole expense, will make such alterations and modifications in and additions
to the Equipment as may be required
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from time to time by any relevant governmental authority or as may be deemed
necessary from time to time by the Debtor, whether upon the recommendation of
any manufacturer or otherwise, for the purpose of the safe operation of the
Equipment (any such alteration, modification or addition as may be so required
or so deemed necessary being herein called a "Required Modification"). In
addition, the Debtor, at its sole expense, may from time to time make such
other alterations and modifications in and additions to the Equipment as the
Debtor may deem desirable in the proper conduct of its business (any such
alteration, modification or addition as may be so deemed desirable being herein
called an "Optional Modification"); provided, however, that (i) any Required
Modification shall be expeditiously completed in a good and workmanlike manner,
in compliance with all legal requirements applicable thereto, and (ii) no
Optional Modification shall diminish the value or utility of any item of
Equipment or impair the operating condition thereof immediately prior to such
optional Modification, assuming that such item of Equipment was then of the
value or utility and in the operating condition required to be maintained by
the terms of this Security Agreement. All parts incorporated or installed in or
attached to any item of Equipment as a result of any alteration, modification
or addition which are not readily removable without damage to such item of
Equipment shall, without necessity of further act, become part of such item of
Equipment for all purposes hereof and subject to the security interests granted
herein.
ARTICLE 5 - INSURANCE
Section 5.01. Insurance Against Loss or Damage to Equipment. The Debtor
covenants and agrees that it will, without cost to the Secured Party, maintain
or cause to be maintained in effect with respect to the Equipment throughout
the term of this Security Agreement with such underwriters against such risks
and with deductibles under the broadest policy forms currently available from
time to time and carried by prudent owners of similar equipment engaged in
similar community repeater operations (at the time of issue of the policies in
question) and approved by the Secured Party in accordance with applicable law,
an all risk physical damage insurance policy insuring the Equipment against,
among other things, loss, damage or destruction thereof from fire, explosion,
windstorm, theft, breakage, and such other risks as the Debtor may deem
necessary or desirable in an amount in U.S. dollars equal to, except as
otherwise approved or required in writing by the Secured Party, the greater of
the full replacement cost of the Equipment or the outstanding balance due under
the Note. Each policy of insurance with respect to the Equipment shall provide
that the Secured Party shall be the sole loss payee without liability for the
payment of premiums. All insurance maintained under this Article 5 shall be
primary insurance without right to contribution against any other insurance
maintained by the Secured Party and shall contain provisions waiving
underwriters' rights of
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subrogation thereunder against the Secured Party and any assured named in such
policy and any assignee of the Secured Party and any assured.
Section 5.02. Insurance Against Public Liability and Property Damage.
The Debtor covenants and agrees that it will, without cost to the Secured
Party, maintain or cause to be maintained in effect with respect to the
Equipment throughout the term of this Security Agreement with such underwriters
and under the broadest policy forms currently available from time to time and
carried by prudent owners of similar equipment engaged in similar community
repeater operations (at the time of issue of the policies in question) and
approved by the Secured Party in accordance with applicable law, commercial
general liability insurance policies insuring against liabilities for any
injury to the person of others and any damage to the property of others arising
from such risks, with such reasonable deductibles and in such amounts as shall
be approved by the Secured Party. Any insurance policies maintained in
accordance with this Section 5.02 shall include the Secured Party as an
additional insured without liability for the payment of premiums. Each such
policy shall also include effective waivers by the insurer of all claims for
insurance premiums against the Secured Party. All provisions of the liability
insurance policies, except for the limits of liability, shall operate in the
same manner as if there were a separate police of insurance covering each
insured. Furthermore, each such policy shall provide or be endorsed to provide
that violation of the terms, conditions or warranties of any policy of
insurance by the Debtor shall not invalidate any such insurance coverage
insofar as the interests of the Secured Party are concerned.
Section 5.03. Delivery of Policies. The Debtor will deliver to the
Secured Party original cover notes and true and correct copies of all policies
and binders and all endorsements and riders amendatory thereof, evidencing
insurance required to be carried and maintained by this Article 5. The Secured
Party shall not be responsible for any representations or warranties made to
the underwriters by the Debtor in connection with any policy of insurance
referred to herein.
Section 5.04. Notice of Cancellation. At the Debtor's expense the
Debtor will cause the relevant insurance brokers to agree to, and the Debtor
hereby covenants and agrees that it will, advise the Secured Party of any
expiration, termination, nonrenewal, alteration or cancellation of any policy,
any default in the payment of any premium and of any other act or omission on
the part of the Debtor of which it has knowledge and which might invalidate or
render unenforceable, in whole or in part, any insurance on the Equipment. All
policies required hereby shall provide for not less than 30 days prior written
notice to be received by the Secured Party of the termination or cancellation
of the insurance evidenced thereby, unless such termination or
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cancellation is a result of non-payment of premiums in which case ten (10) days
prior written notice shall be given to the Secured Party. The Debtor agrees
that, unless the Insurances by their terms provide that they cannot cease (by
reason of nonrenewal or otherwise) without the Secured Party being informed and
having the right to continue the insurance by paying any premiums not paid by
the Debtor, receipts showing payment of premiums for required insurance and
also for demands from underwriters shall be in the hands of the Secured Party
at least 14 days before the risk in question commences.
Section 5.05. No Act Impairing Insurance. The Debtor will not do or
omit any act, nor voluntarily suffer or permit any act to be done or omitted,
whereby the Insurance required to be carried or maintained hereunder shall or
may be suspended, impaired or canceled, and will not use or operate, or permit
the Equipment to be used or operated for purposes more hazardous than permitted
by the terms of the insurance policies carried by the Debtor pursuant to this
Article 5, without having previously notified the Secured Party in writing and
insured the Equipment by additional coverage to extend to such uses, operations
or risks.
Section 5.06. Proof of Loss. The Debtor will, at its own expense, make
or cause to be made all proofs of loss and take, or cause to be taken, all
other action necessary or appropriate to make collections from the underwriters
of insurance required to be carried and maintained by this Article 5.
Article 5.07. Insurances. It is expressly agreed that anything herein
contained to the contrary notwithstanding, the Debtor shall remain liable under
the Insurances referred to in Section 5.01 and 5.02 above to perform all of the
obligations assumed by it thereunder and the Secured Party shall have no
obligation or liability under the Insurances by reason of or arising out of
this Security Agreement nor shall the Secured Party be required or obligated in
any manner to perform or fulfill any obligations of the Debtor under or
pursuant to the Insurances or to make any payment or to make any inquiry as to
the nature or sufficiency of any payment received by it or to present or file
any claim, or to take any other action to collect or enforce the payment of any
amounts which may have been assigned to it or to which it may be entitled
hereunder at any time or times.
Section 5.08. Payment to Secured Party. Unless the Secured Party shall
otherwise agree, all amounts of whatsoever nature payable under any Insurances
must be payable to the Secured Party for distribution first to itself under
this Security Agreement and thereafter to the Debtor or others as their
interests may appear. Nevertheless, until an Event of Default shall have
occurred and be continuing, (i) amounts payable under any insurance on the
Equipment with respect to public liability and property damage may be paid
directly to the Debtor to reimburse it for any loss, damage
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or expense incurred by it and covered by such insurance has been incurred
provided that the underwriter shall have first received evidence that the
liability insured against has been discharged, and (ii) amounts payable under
any Insurances with respect to the Equipment involving any damage to the
Equipment not constituting an actual or constructive total loss, may be paid by
underwriters directly for the repair or other charges involved or, if the
Debtor shall have first fully repaired the damage or paid all of the salvage or
other charges, may be paid to the Debtor as reimbursement therefor;
provided, however, that if such amounts (including any franchise or deductible)
are in excess of USD 100,000, the underwriters shall not make such payment
without first obtaining the written consent of the Secured Party.
Section 5.09. Application of Proceeds. All amounts paid to the Secured
Party in respect of any Insurance on the Equipment shall be disposed of as
follows (after deduction of the reasonable expenses of the Secured Party in
collecting such amounts):
(i) any amount which might have been paid at the time, in
accordance with the provision of Section 5.01 and 5.02 above, directly
to the Debtor or others shall be paid by the Secured Party to, or as
directed by, the Debtor to be applied toward the repair or replacement
of the damaged Equipment; and
(ii) all amounts paid to the Secured Party in respect of an actual
or constructive total loss of the Equipment shall be applied pursuant
to Section 2.08 above.
ARTICLE 6 - COVENANTS OF THE DEBTOR
Section 6.01. Notice of Assignment. (a) Upon the occurrence and during
the continuance of an Event of Default, the Debtor will upon written request
from the Secured Party write letters to each of the Debtor's brokers, agents
and representatives into whose hands or control may come any proceeds of the
Spectrum Sales Proceeds hereby assigned, informing each such addressee of this
Security Agreement and instructing such addressee during the existence of an
Event of Default to remit promptly to the Secured Party at such account or
accounts designated by the Secured Party all proceeds of the Spectrum Sales
Proceeds hereby assigned which may come into the addressee's hands or control
and to continue to make such remittances until such time as the addressee may
receive written notice or instructions to the contrary direct from the Secured
Party. The Debtor further covenants that during the existence of an Event of
Default it will instruct each such addressee to acknowledge directly to the
Secured Party receipt of the Debtor's letter of notification and the
instructions. Any sum in respect of moneys assigned hereunder which is in the
hands of the Debtor's brokers, agents or other representatives during the
existence of an Event of Default shall be deemed to have been received by them
for the use and on behalf of the Secured Party.
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(b) If any of the Spectrum Sales Proceeds arise out of contracts with
the United States or any department, agency, or instrumentality thereof, the
Debtor will immediately notify the Secured Party in writing and execute any
instruments and take any steps required by the Secured Party in order that all
moneys due and to become due under such contracts shall be assigned to the
Secured Party and notice thereof given to the government under the Federal
Assignment of Claims Act.
Section 6.02. Compliance with Covenants. The Debtor will observe,
perform and comply with the covenants, terms and conditions herein, express or
implied, on its part to be observed, performed or complied with.
Section 6.03. No Sales or Transfers. The Debtor will not without the
prior written consent of the Secured Party and except in compliance with
Section 2.08 above, sell, mortgage or transfer any of the Collateral and any
such written consent to any one sale, mortgage, or transfer shall not be
construed to be a waiver of this provision with respect to any subsequent
proposed sale, mortgage, or transfer. Any such sale, mortgage, or transfer of
any of the Collateral shall be subject to the provisions of this Security
Agreement and the lien hereof.
Section 6.04. Payment of Moneys. The Debtor hereby covenants with the
Secured Party that it will pay to the Secured Party on demand all moneys
whatsoever which the Secured Party shall or may reasonably expend or become
liable for, in or about the protection or maintenance of the Collateral or
enforcement of the security interest created by this Security Agreement or in
or about the exercise by the Secured Party of any of the powers vested in it
hereunder together with interest thereon at the rate of 12% per annum from the
date when such moneys were expended by the Secured party until the date of
actual receipt whether before or after any relevant judgment.
Section 6.05. Chief Executive Office and Name. The Debtor shall
maintain its chief executive office and principal place of business at 1610
Woodstead Court, Suite 330, The Woodlands, Texas 77380 and its present name
provided, the Debtor may relocate its chief executive office and principal
place of business or change its name so long as the Debtor at its own expense
(a) shall have given the Secured Party not less than thirty (30) days prior
written notice of such relocation or name change, and (b) shall have caused to
be filed in each jurisdiction such financing statements or similar papers as
the Secured Party. All reasonable expenses of the Secured Party (including
legal fees) incurred in connection with confirming the maintenance of its
security interest in the Collateral after relocation of the Debtor's chief
executive office and principal place of business or a change in its name or
shall be paid by the Debtor.
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Section 6.06. Taxes; Compliance. The Debtor shall (a) pay or discharge
when due all Taxes and all claims that might become a Lien on any of the
Collateral within 30 days of the due date thereof, except such Taxes, if any,
as are being contested in good faith and as to which adequate reserves
(determined in accordance with generally accepted accounting principles in the
United States) have been provided, and (b) comply in all material respects with
(i) all applicable laws relating to the Collateral and (ii) the terms and
provisions of any agreements pertaining to the Collateral.
Section 6.07. Liens. The interest of the Debtor in the Collateral will
continue to be held by the Debtor free and clear of any security interests,
liens, charges, claims or encumbrances other than the lien created pursuant to
this Security Agreement.
Section 6.08. Information. In addition to such other information as
shall be specifically provided for herein, the Debtor shall furnish to the
Secured Party such other information with respect to the Collateral as the
Secured Party may reasonably request from time to time.
ARTICLE 7 - EVENTS OF DEFAULT
Section 7.01. Events of Default. Each of the following, without further
notice or demand upon the Debtor (except as otherwise provided this Security
Agreement), shall constitute an Event of Default under this Security Agreement.
(a) The failure of the Debtor to pay any amount due under the Note when
due.
(b) The failure to cure the breach of any of the Debtor's
representations, covenants or warranties hereunder within twenty (20) days
following written notice by the Secured Party to the Debtor.
(c) The sale, encumbrance or disposition or attempted sale,
encumbrance or disposition of the any of the Collateral except as otherwise
expressly permitted in this Security Agreement.
Section 7.02. Application of Proceeds. Any sums recovered hereunder
after an Event of Default shall have occurred and be continuing shall be
applied as follows:
First: To the payment of all reasonable expenses and charges,
including the expenses of any sale, the expenses of any retaking,
attorney's fees, court costs, and any other expenses or advances made or
incurred by the Secured Party in the protection of its rights or the
pursuance of its remedies hereunder;
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Second: To the payment of the amounts outstanding under the Note or
otherwise due to the Secured Party, including interest thereon to the
date of such payment and, if applicable, compensatory interest to the
date of such payment; and
Third: To the payment of any surplus thereafter remaining to the
Debtor or to whomsoever may be entitled thereto.
Section 7.03. Remedies. Upon the occurrence and during the continuance
of an Event of Default, the security interest created by this Security
Agreement shall become immediately enforceable and the Secured Party shall have
the right to:
(i) Upon the declaration by the Secured Party that all the then
unpaid obligations of the Debtor to the Secured Party under the Note
or otherwise are due and payable immediately, the same shall become
and be immediately due and payable.
(ii) Demand, sue for, collect or receive in the name and on behalf
of the Debtor or the Secured Party any money or property at any time
payable or receivable on account of or in exchange for, or make any
compromise or settlement deemed desirable with respect to, any of the
Collateral, but the Secured Party shall be under no obligation so to
do, or the Secured Party may extend the time of payment, arrange for
payment in installments or otherwise modify the terms of, or release
any of the Collateral without thereby incurring responsibility to, or
discharging or otherwise affecting any liability of the Debtor. The
Secured Party shall be under no duty to protect, secure, perfect or
insure the Collateral.
(iii) The Secured Party shall have the rights and remedies with
respect to the Collateral of a secured party under the Texas Uniform
Commercial Code, whether or not such code is in effect in the
jurisdiction where the rights and remedies are then asserted and any
other rights granted pursuant to applicable law. In addition, the
Secured Party is hereby granted the right to sell or cause to be sold
in Houston, Texas or elsewhere, in one or more sales or parcels, at
such price or prices as it may deem best and for cash or on credit or
for future delivery, without assumption of any credit risks, the
Collateral, at any broker's board or at public or private sale,
without demand of performance or notice of intention to sell, or of
time or place of sale (except 10 Business Days prior written notice to
the Debtor of the time and place of the sale at the Debtor's address
set forth in Section 8.05 below and the Debtor waives all other notice
of such sale), and the Secured Party may be the purchaser of any or
all of the Collateral so sold and thereafter hold the same absolutely
free from any claim or right of whatsoever kind,
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including any right or equity of redemption of Debtor, any such
demand, notice, right or equity being hereby expressly waived and
released (to the extent permitted by applicable statute). The Debtor
will pay to the Secured Party all expenses (including fees and
disbursements of counsel) of, or incidental to, the enforcement of any
of the provisions hereof or of any of the obligations of the Debtor,
of any actual or attempted sale, or any exchange, enforcement,
collection, compromise or settlement of any of the Equipment or
receipt of the proceeds thereof and for the care or preservation of
the Equipment; and all such expenses shall be obligations of the
Debtor within the terms of this Security Agreement. All proceeds from
the sale or other disposition of the Equipment or from the transfer of
the Secured Party's rights, title and interest in the Equipment shall
be held and applied by the Secured Party in the manner provided for in
Section 7.02 hereof.
(iv) The Debtor hereby irrevocably appoints the Secured Party its
true and lawful attorney-in-fact (which appointment is coupled with an
interest), with full power of substitution, to enforce its rights upon
occurrence and continuance of an Event of Default and to take any
action which the Secured Party may deem necessary or appropriate to
protect and preserve the security interest in the Collateral granted
herein.
Section 7.04. Power of Sale. Any sale of Collateral or transfer of
rights to the Collateral made pursuant to the terms of this Security Agreement,
whether under the power of sale hereby granted or any judicial proceedings,
shall operate to divest all right, title and interest of any nature whatsoever
of the Debtor thereto, and shall bar the Debtor and all persons claiming by,
through or under the Debtor. No purchaser shall be bound to inquire whether
notice has been given, or whether any default has occurred, or as to the
propriety of the sale, or as to the application of the proceeds thereof. In
case of any such sale, the Secured Party, if it is the purchaser, shall be
entitled, for the purpose of making settlement or payment for the property
purchased, to use and apply the obligations of the Borrower under the Note in
order that there may be credited against the amount remaining due and unpaid
thereon the sums payable out of the net proceeds of such sale to the Secured
Party after allowing for the costs and expense of sale and other charges. At
any such sale, the Secured Party may bid for and purchase such property and
upon compliance with the terms of sale may hold, retain and dispose of such
property.
Section 7.05. Power of Attorney - Sale. The Secured Party is hereby
irrevocably appointed attorney-in-fact of the Debtor (which appointment is
coupled with an interest) upon the happening and during the continuance of any
Event of Default to execute and deliver to any purchaser aforesaid, and is
hereby vested with full
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power and authority to make, in the name and in behalf of the Debtor, a good
conveyance of the title to the Collateral so sold. Any person dealing with the
Secured Party or its attorney-in-fact shall not be put on enquiry as to whether
the power of attorney contained herein has become exercisable. In the event of
any sale of any of the Collateral, under any power herein contained, the Debtor
will, if and when required by the Secured Party, execute such form of
conveyance of the Collateral as the Secured Party may direct or approve.
Section 7.06. Secured Party to Discharge Liens. The Debtor authorizes
and empowers the Secured Party or its appointees or any of them to appear in
the name of the Debtor in any court of any country or nation of the world where
a suit is pending against any of the Collateral because of or on account of any
alleged lien against any of the Collateral from which the Collateral have not
been released and to take such reasonable steps towards the defense of such
suit and the purchase or discharge of such lien. All reasonable expenditures
made or incurred by them or any of them for the purpose of such defense or
purchase or discharge shall be a debt due from the Debtor to the Secured Party
and shall be secured by the lien of this Security Agreement in like manner and
extent as if the amount and description thereof were written herein.
Section 7.07. Payment of Expenses. The Debtor covenants that upon the
happening and during the continuance of any Event of Default, then, upon
written demand of the Secured Party, the Debtor will pay to the Secured Party
the whole amount due and payable in respect of the obligations of the Debtor
under this Security Agreement; in case the Debtor shall fail to pay the same
forthwith upon such demand, the Secured Party shall be entitled to seek
judgment for the whole amount so due and unpaid, together with such further
amounts as shall be sufficient to cover the reasonable compensation to the
Secured Party or its agents, attorneys and counsel and any necessary advances,
expenses and liabilities made or incurred by it or them hereunder. All moneys
collected by the Secured Party under this Section 7.07 shall be applied in
accordance with the provisions of Section 7.02 above.
Section 7.08. Remedies Cumulative. Each and every power and remedy
herein given to the Secured Party shall be cumulative and shall be in addition
to every other power and remedy herein given or now or hereafter existing at
law, in equity or by statute, and each and every power and remedy whether
herein given or otherwise existing may be exercised from time to time and as
often and in such order as may be deemed expedient by the Secured Party, and
the exercise or the beginning of the exercise of any power or remedy shall not
be construed to be a waiver of the right to exercise at the same time or
thereafter any other power or remedy. The Secured Party shall not be required
or bound to enforce any other of its rights under any other agreement or
instrument securing the Note prior to enforcing its rights under this Security
Agreement. No
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delay or omission by the Secured Party in the exercise of any right or power or
in the pursuance of any remedy accruing upon any Event of Default shall impair
any such right, power or remedy or be construed to be a waiver of any such
Event of Default or to be an acquiescence therein; nor shall the acceptance by
the Secured Party of any security or of any payment of or on account of the
obligations of the Debtor under this Security Agreement or the Debtor under the
Note maturing after any Event of Default or of any payment on account of any
past default be construed to be a waiver of any right to exercise any remedies
due to any future Event of Default or of any past Event of Default not
completely cured thereby. No consent, waiver or approval of the Secured Party
shall be deemed to be effective unless in writing and duly signed by the
Secured Party; any waiver by the Secured Party of any of the terms of this
Security Agreement or any consent given under this Security Agreement shall
only be effective for the purpose and on the terms which it is given and shall
be without prejudice to the right to give or withhold consent in relation to
future matters.
Section 7.09. Cure of Defaults. If at any time after an Event of
Default and prior to the actual sale of any of the Collateral by the Secured
Party or prior to any enforcement or foreclosure proceedings the Debtor offers
completely to cure all Events of Default and to pay all expenses, advances and
damages to the Secured Party consequent on such Events of Default, with
interest at the interest rate of 12% per annum, then the Secured Party may
accept such offer and payment and restore the Debtor to its former position,
but such action, if taken, shall not affect any subsequent Event of Default or
impair any rights consequent thereon.
Section 7.10. Discontinuance of Proceedings. In case the Secured Party
shall have proceeded to enforce any right, power or remedy under this Security
Agreement by foreclosure, entry or otherwise, and such proceedings shall have
been discontinued or abandoned for any reason, then and in every such case the
Debtor and the Secured Party shall be restored to their former positions and
rights hereunder with respect to the property subject or intended to be subject
to this Security Agreement, and all rights, remedies and powers of the Secured
Party shall continue as if no such proceedings had been taken.
ARTICLE 8 - MISCELLANEOUS
Section 8.01. Contracts. It is expressly agreed that anything herein
contained to the contrary notwithstanding, the Secured Party shall have no
obligation or liability under any lease or other contract concerning the use or
operation of the Equipment by reason of or arising out of this Security
Agreement nor shall the Secured Party be required or obligated in any manner to
perform or fulfill any obligations of the Debtor under or pursuant to any lease
or other contract concerning the use or operation of the
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Equipment or to make any payment or to make any inquiry as to the nature or
sufficiency of any payment received by it or to present or file any claim, or
to take other action to collect or enforce the payment of any amounts which may
have been assigned to it or to which it may be entitled to hereunder at any
time or times.
Section 8.02. Power of Attorney. The Debtor does hereby appoint the
Secured Party, its successors and assigns (which appointment is coupled with an
interest), the Debtor's true and lawful attorney, irrevocably, with full power
(in the name of the Debtor or otherwise), if an Event of Default shall have
occurred and be continuing, to ask, require, demand, receive, compound and give
acquittance for any and all moneys, claims, property and rights hereby
assigned, and claims for moneys due and to become due under or arising out of
the Collateral hereby assigned, to endorse any checks or other instruments or
orders in connection therewith and to file any claims or to take any action or
institute any proceedings which the Secured Party may deem to be necessary or
advisable in the premises.
Section 8.03. Irrevocability. The powers and authority granted to the
Secured Party herein have been given for a valuable consideration and are
hereby declared to be irrevocable.
Section 8.04. Further Documents. The Debtor agrees that at any time and
from time to time, upon the written request of the Secured Party, it will
promptly and duly execute and deliver any and all such further instruments and
documents as the Secured Party may reasonably deem desirable in obtaining the
full benefits of this Security Agreement and of the rights and powers herein
granted.
Section 8.05. Notices. All notices or other communications which are
required to be made hereunder shall be in writing and, if to the Secured Party,
mailed or telecopied or delivered to it, addressed to it at 2739 Wisteria Walk,
Spring, Texas 77388, and if to the Debtor, mailed or telecopied or delivered to
it at 1610 Woodstead Court, Suite 330, The Woodlands, Texas 77380, Telecopier
No. (713) 364-1901 or to each party at such other address as shall be
designated by such party in a written notice to the other party. All such
notices and other communications shall, when mailed or telecopied, respectively
be effective when deposited in the mails or sent by telecopier (receipt
confirmed), respectively, addressed as aforesaid.
Section 8.06. Choice of Law. This Security Agreement shall be governed
by the internal laws of the State of Texas and may not be amended or changed
except by an instrument in writing signed by the parties hereto.
Section 8.07. Severability of Provisions. Any provision of this
Security Agreement that is prohibited or unenforceable in any
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jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof or affecting the validity or enforceability of such provision
in any other jurisdiction. To the extent permitted by applicable law, the
Debtor hereby waives any provision of law that renders any provision hereof
prohibited or unenforceable in any respect.
Section 8.08. Termination. Upon the payment in full to the Secured
Party of all amounts due under the Note or otherwise and the payment in full to
the Secured Party of any amounts due under this Security Agreement, this
Security Agreement shall terminate and the Secured Party shall sign and deliver
to the Debtor any termination statements or other documents necessary to
reflect such termination.
IN WITNESS WHEREOF, the parties hereto have caused this Security
Agreement to be duly executed all as of the date noted above.
CHAMPION COMMUNICATION SERVICES, INC.
By: /s/ DAVID TERMAN
----------------------------
Name: David Terman
--------------------------
Title: President
-------------------------
CHAMPION COMMUNICATIONS COMPANY
By: /s/ ALBERT F. RICHMOND
----------------------------
Name: Albert F. Richmond
--------------------------
Title: President
-------------------------
-16-
<PAGE> 17
AMENDMENT NO. 1
TO
SECURITY AGREEMENT
Amendment No. 1 dated as of August 15, 1996, to the Security Agreement
(the "Security Agreement") dated as of November 15, 1995, between CHAMPION
COMMUNICATION SERVICES, INC., a Delaware corporation, its successors and
assigns (the "Debtor"), and CHAMPION COMMUNICATIONS COMPANY, a Texas
corporation, its successors and assigns (the "Secured Party").
WHEREAS, the Security Agreement was entered into by the Debtor and the
Secured Party as security for the payment of all amounts due under the Debtor's
Promissory Note dated as of November 15, 1995 (the "Note") in the original
principal amount of USD 2,799,581.26; and
WHEREAS, the Debtor and the Secured Party have executed and delivered
Endorsement No. 1 to the Note dated the date hereof, providing for, among other
things, a six month extension of the Maturity Date of the Note;
WHEREAS, the Secured Party requires as a condition to entering into
Endorsement No. 1 to the Note that the Debtor enter into this Amendment No. 1
to the Security Agreement;
NOW, THEREFORE, in consideration of the above recitals and other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree to amend the Security Agreement as
follows:
1. The following additional paragraphs are hereby added
1
<PAGE> 18
to Section 1.01 of the Security Agreement:
(d) "Accounts Receivable" shall mean all of the Debtor's
accounts, chattel paper, documents, instruments and general
intangibles whether now existing or hereinafter created.
(e) "Inventory" shall mean all of the Debtor's inventory,
wherever located, including without limitation, any and all
goods held for sale or lease or being processed for sale or
lease in the Debtor's business, as now or hereafter conducted.
2. Paragraph (d) of Section 1.01 of the Security Agreement is hereby
renumbered "(f)" and the reference in the second sentence of such paragraph to
"(d)" is hereby changed to "(f)".
3. Section 6.01 of the Security Agreement is hereby amended by
adding the term "Accounts Receivable" to such Section immediately after the
term "Spectrum Sales Proceeds" wherever it appears.
4. Each reference in the Security Agreement to the term "Security
Agreement" shall mean the Security Agreement, as amended by this Amendment No.
1, as the same shall be amended, supplemented or extended in the future.
5. Each reference in the Security Agreement, as amended hereby, to
the Note shall mean the Note as amended by Endorsement No. 1.
2
<PAGE> 19
6. The covenants of the Debtor contained in the Security Agreement
are correct on and as of the date of this Amendment No. 1 as though made on and
as of such date.
7. THIS AMENDMENT NO. 1 TO SECURITY AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF TEXAS.
8. Except as specifically amended herein, all of the terms,
covenants and conditions of the Security Agreement shall remain in full force
and effect.
9. All capitalized terms used herein but not defined herein shall
have the meanings given to them in the Security Agreement.
IN WITNESS HEREOF, the parties hereto have caused this Amendment No. 1
to the Security Agreement to be executed by their duly authorized officers, all
as of the date noted above.
CHAMPION COMMUNICATION SERVICES, INC.
By: /s/ DAVID TERMAN
----------------------------------
Name: David Terman
--------------------------------
Title: President
-------------------------------
CHAMPION COMMUNICATIONS COMPANY
By: /s/ ALBERT F. RICHMOND
----------------------------------
Name: Albert Richmond
--------------------------------
Title: President
-------------------------------
3
<PAGE> 1
PAGES CONTAINING CONFIDENTIAL MATERIAL HAVE BEEN STAMPED "CONFIDENTIAL
TREATMENT REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE
COMMISSION." THE REDACTED MATERIAL HAS BEEN BLACKENED OR MARKED WITH A STAR
(*).
EXHIBIT 10.25
<PAGE> 2
Services Agreement
THIS AGREEMENT, to be effective upon date of execution below, is entered
into by and between Champion Communication Services, Inc., ("Champion") a
Delaware corporation, whose principal place of business is located at 1610
Woodstead Court, Suite 330, The Woodlands, TX 77380 and K N Energy Services,
Inc., a Colorado corporation, doing business as K N Services, hereinafter
("K N") whose principal place of business is at 370 Van Gordon Street, P.O. Box
281304, Lakewood, Colorado 880228-8304, together who are hereinafter referred to
separately or jointly as "Party or Parties".
WHEREAS, K N Energy Services, Inc. has the expertise, experience and
ability to provide certain services such as, but not limited to, invoicing,
billing, collections, dispatch, telemarketing, customer service, maintenance
and repair; and
WHEREAS, Champion Communications is in the business of providing radio
communication services and wishes to purchase some or all of the services
provided by K N Energy Services, Inc.;
NOW, THEREFORE, in consideration of the mutual covenants hereinafter
contained, it is agreed by and among the Parties as follows:
1. SERVICES PERFORMED
A. K N has agreed to perform certain services at its Customer
Services Center in Scottsbluff, NE. The services provided for by K N are set
forth in Exhibit A which is hereby referenced and incorporated herein.
B. Champion agrees and stipulates to perform certain services and to
pay for certain services provided by K N. The services and payments required by
Champion are set forth in Exhibit B which is hereby referenced and incorporated
herein.
2. K N is an independent contractor and as such, is responsible for the
salaries, fringe benefits, taxes, insurance and other payroll costs of K N and
any respective employees, contractors, subcontractors, and agents. To the
extent travel or other business expenses are incurred, K N is responsible for
such expenses, for those any respective employees, contractors, subcontractors,
and agents. All work performed and all tools used shall be at the direction of
K N, and shall be under K N's care, custody and control, not that of Champion.
All insurance, permits, licensing, including but not limited to liability and
worker's compensation insurance are the responsibility of K N. Certificates of
insurance shall be provided by K N upon request from Champion.
3. In order to allocate the respective responsibilities of KN and Champion
for liabilities arising under this Agreement, it is agreed between K N and
Champion that certain responsibilities and liabilities for personal injuries
and property damage arising out of the performance of this Agreement should be
allocated between them in order to avoid protracted litigation between K N and
Champion, including associated legal expenses, and so that insurance or self-
insurance may be arranged by each party as necessary to protect them against
these exposures to loss. The allocation of responsibilities and liabilities
between K N and Champion is as follows:
<PAGE> 3
a. Both parties agree to protect, defend, and indemnify and hold
harmless each other, its directors,officers, employees, agents,
and representatives or its invitee(s), from any and all loss,
damage and expenses including judgments and attorney's fees, by
reason of or growing out of bodily injury or death, property
damage, or claims of any nature or character in any manner
directly or indirectly connected with the manner of performing the
Services, violations of laws and regulations relating to the work,
or with acts or omissions of the each party or any of
its subcontractors, whether or not either Party is or is claimed
to be passively, concurrently or actively negligent, and
regardless of whether liability without fault is imposed or
sought to be imposed on one or more of the Indemnities, except to
the extent that such indemnification is void or otherwise
unenforceable under applicable law in effect on or validly
retroactive to the date of this Agreement. An additional
exception to this indemnification by each party shall be where
such loss, damage, injury, liability or claim is the result of
the sole active negligence or willful misconduct of one Party and
is not contributed to by any act of, or by any omission to perform
some duty imposed by law or contract on the other party, its
subcontractors, or that subcontractor's agents, representatives,
or employees.
b. Each party shall notify the other party immediately of any claim,
demand, or suit that may be presented to or served upon it by any
party arising out of or as a result of work performed pursuant
hereto, affording such other party full opportunity to assume the
defense of such claim, demand, or suit and to protect itself under
the obligations of this Section.
4. K N warrants that the services provided hereunder shall be substantially as
described in this Agreement and in accompanying materials. THIS WARRANTY IS
EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, AND K N DISCLAIMS, ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. It is further understood
that the provision of these services hereunder is dependent upon the continued
availability of communications facilities to K N and that K N cannot warrant
such availability. K N does not warrant that the operation of the services
provided for above in Paragraph 2 will be uninterrupted or error-free, and
Champion assumes the responsibilities to take adequate precautions against
damages to Champion's operation that would be caused by such interruption or
errors. K N makes no guarantee of problem resolution. K N personnel will make
best effort available to solve all problem issues, but ultimate responsibility
and liability for third party complaints shall remain with Champion.
5. This Agreement shall be in effect for a period of one year beginning on the
date of execution, unless earlier terminated pursuant to its terms. Either
party shall have the right to terminate this agreement upon thirty (30) days
notice to the other party with or without cause. This Agreement shall remain in
effect from year to year thereafter, unless terminated by either party pursuant
to Section 5. Thirty (30) calendar days prior to the end of the year term, K N
will provide Champion with a schedule of prices for services provided. Failure
of Champion to notify K N within ten (10) days after the date of mailing of its
disagreement with such pricing, shall mean such pricing shall be in effect for
the next year. Should the parties fail to agree to pricing changes prior to the
end of the contract term, the Parties can agree in writing to extend the old
terms for an additional periods of up to thirty (30) calendar days, or can
provide notice of termination of this Agreement. Notice for cause or pricing
changes must provide a written statement of the conditions that are considered
the alleged breach or reason for termination. Such notice must give the other
party the right to use reasonable efforts to meet the terms and conditions set
forth. Such notice must be in writing to the other party. Delivery of such
termination shall be deemed to be effective the earlier of receipt or three
days upon mailing.
<PAGE> 4
6. Notices and invoices required under this contract shall be effective the
earlier of receipt or three days after mailing and shall be sent to:
For KN For Champion
Ted Robinette or Jess Pilkington (Name)
authorized representative Regional Business Mgr. (Title)
505 Broadway ______________________ (Address)
Scottsbluff, NE 69363-1207 Scottsbluff, NE (City/State)
7. Termination of this agreement shall not terminate the obligations of payment
by Champion for services performed, or of K N to perform services paid for by
Champion to the satisfaction of Champion, or to pay for the costs incurred by
Champion or K N to get such work performed by others, unless both Parties agree
in writing to forego any remedies set forth in this Agreement.
8. This Agreement contains the entire Agreement between the Parties, and except
as stated herein, there are no oral promises, agreements, or warranties,
promises, obligations, assurances or conditions precedent or otherwise
affecting it. Insofar as the parties have had prior dealings, including the
negotiations and exchanges leading up to this writing, it is the intention of
the respective Parties to negate specifically any effect of any prior dealings
with respect to this Agreement and the transactions described in this
Agreement. Any modification of this Agreement must be signed by the Party
against whom such modification is demanded.
9. This Agreement shall bind and inure to the respective successors and assigns
of the Parties hereto. However, any assignment or attempted assignment, except
to an affiliate, or subsidiary of K N or Champion shall be void without the
prior written consent of the other party.
CHAMPION COMMUNICATION SERVICES, INC. K N ENERGY SERVICES, INC.
By: /s/ DAVID A. TERMAN By: /s/ W. E. ASBURY
-------------------------------- -----------------------------
David A. Terman (Name) William E. Asbury
President (Title) Vice-President, Utility Services
Date: 5/3/96 Date:
-------------------------------- ----------------------------
<PAGE> 5
EXHIBIT A
1. Development of, in conjunction with Champion, all necessary
policies and procedures, and an implementation schedule for a plan
for K N to provide Champion with a method of providing its
customers with the means of ordering and receiving parts and
equipment designated solely by Champion for sale and delivery to
its customers, for dispatch of Champion service technicians, and
for billing services support. It is the intent of KN to have full
and complete implementation of such services no later than sixty
(60) business days after execution of this Agreement, except as
extended by the parties in writing. Implementation costs shall be
.
2. Availability of twenty-four hour, seven days a week, 365 days per
year telephonic customer service support for billing questions for
Champion customer telephonic requests on a dedicated 800 telephone
number in the states of Colorado, Kansas, Iowa, Nebraska, North
Dakota, South Dakota, Montana and Wyoming at a cost of
per call minute. Additional geographic areas for billing support
may be added by the Parties in writing, as set forth in Paragraph
1 A and B, from time to time.
3. Availability of twenty-four hour, seven days a week, 365 day per
year telephonic customer service support for providing Champion
customers, upon their request, on a dedicated 800 telephone
number, with appointments for repair, maintenance, replacement
from authorized Champion service technicians in the states
of Colorado, Kansas, Iowa, Nebraska, South Dakota, North Dakota,
Montana and Wyoming at a cost of . KN shall contact and
schedule appointments with such authorized service technicians,
and provide Champion customers with such information, but shall
not be responsible for the failure of such authorized
representatives to keep such appointments or provide services in
an adequate or workmanlike manner. Additional geographic areas for
dispatch services may be added by the Parties in writing, as set
forth in Paragraph 1 A and B, from time to time.
4. Availability of twenty-four hour, seven days a week, 365 day per
year telephonic customer service support for providing Champion
customers, upon their request, on a dedicated 800 telephone
number, with Motorola product ordering for Champion Communication
customers in the states of Colorado, Kansas, Iowa, Nebraska, South
Dakota, North Dakota, Montana and Wyoming at a cost of .
Additional geographic areas for Motorola product sales services
may be added by the Parties in writing, as set forth in
Paragraph I A and B, from time to time.
Training for K N personnel providing such services shall be
provided by Champion as set forth in Exhibit B, but the specific
specialists and availability of such specialists shall be
determined solely by KN, based on the number of trained
personnel requested by Champion pursuant to Exhibit B(a). If KN
fails to notify Champion of any problems concerning such requests
within five days after receipt
Confidential Treatment Requested
The Redacted Material Has Been
Filed With the Commission
<PAGE> 6
of such monthly notice, any additional personnel and training
costs shall be at KN's expense.
5. Provision of telephonic customer service surveys and additional
product information and sales for all Champion Customers every
three months, four times a year, upon request of Champion. Such
customer surveys and product information and sales shall be
provided in the states of Colorado, Kansas, Iowa, Nebraska, South
Dakota, North Dakota, Montana and Wyoming at a cost of .
Additional geographic areas for Motorola product sales services
may be added by the Parties in writing, as set forth in Paragraph
1 A and B, from time to time. All surveys and telephonic sales
shall be reviewed and approved by Champion prior to their use.
6. Work station space for one employee of Champion for a period of
no longer than One-Hundred Twenty (120) calendar days from the
date of execution of this Agreement. Benefits, salaries, worker's
compensation, and employment status of such person shall be
solely under the control of Champion.
7. Provision of written monthly summaries for the previous month by
the third business day of each month beginning June 3, 1996 of
customer contacts for dispatch, product sales, billing, and any
other customer requests.
8. Work requested by Champion not stated in this Exhibit A is not
included in any price as set forth in this Exhibit A. Any such
work shall be done at a price determined by KN, and agreed to by
Champion but all rights and obligations for such work shall be as
set forth in this Agreement.
9. To invoice Champion monthly for all services provided above.
10. The use of all dedicated telephone numbers provided for Champion
customer services by K N cease upon termination of this agreement,
and KN and Champion shall make arrangements for such telephone
numbers to remain for exclusive use by Champion after such
termination.
CONFIDENTIAL TREATMENT REQUESTED
THE REDACTED MATERIAL HAS BEEN
FILED WITH THE COMMISSION
<PAGE> 7
EXHIBIT B
1. Development of, in conjunction with KN, all necessary policies and
procedures, and an implementation schedule for a plan for K N to
provide Champion with a method of providing its customers with the
means of ordering and receiving parts and equipment designated
solely by Champion for sale and delivery to its customers, for
dispatch of Champion service technicians, for billing services
support and telephonic customer surveys. It is the intent of
Champion to have full and complete implementation of such services
no later than sixty (60) business days after execution of this
Agreement, except as extended by the parties in writing.
Implementation Costs to be paid by Champion shall be .
2. Monthly notice of the number of service specialists required, the
number of hours needed for Motorola Product Training, and to
request quarterly surveys from all Champion Customers. Such
notice must be provided to KN on the first day of each calendar
month for that month. If KN fails to notify Champion of any
problems concerning such requests within five days after receipt
of such monthly notice, any additional personnel and training
costs shall be at KN's expense.
3. To pay KN for such training at a cost of per service
specialist. Such training may be provided by Champion. Such
services may be performed by K N, at Champion's request, for an
additional cost of One Hundred Dollars and No Cents ($100.00) per
hour.
4. To train Champion technicians in the procedures and policies of
dispatch of Champion services and products by K N personnel
through the K N Service Center in Scottsbluff, NE. Champion shall
be solely responsible for actions or omissions of Champion
personnel relating to the implementation and maintenance of such
dispatch procedures.
5. Provision of at least one person on a full-time basis at the
Service Center located in Scottsbluff, NE to act as liaison to
implement, develop, and coordinate all products, training and
services set forth in Exhibits A & B for a period of up to
One-Hundred Twenty (120) calendar days from the date of execution
of this Agreement. Decisions made by such person concerning
policies, procedures, and implementation plans will be final and
binding on Champion. Such person shall be considered as having
the necessary authority to fulfill Champion's obligations under
this Agreement, whether such authority is express, or implied.
This person shall be considered an employee, and agent of
Champion, who shall be responsible for any and all benefits,
expenses, worker's compensation coverage, health and medical
coverage for such employee during the 120 day period.
6. To agree and to stipulate to payment of all undisputed invoices
from K N for billing services, dispatch services, product sales,
customer surveys and implementation costs within twenty (20) days
after the mailing date of such invoices. Failure to dispute such
invoices within such twenty (20) day period shall result in such
bills being considered by Champion as undisputed, and owed in
full. Failure to pay within thirty days shall result in an
additional late payment charge
CONFIDENTIAL TREATMENT REQUESTED
REDACTED MATERIAL HAS BEEN
FILED WITH THE COMMISSION
<PAGE> 8
equal to one and one-half percent per month (1 1/2%), for each
additional month payment is not received after due date. Champion
agrees to pay, to not dispute and to stipulate to any and all
additional costs, including but not limited to court costs, and
attorney's fees, incurred in the collection of any amounts due
and owing.
7. To use reasonable judgment in determining whether work is
performed to Champion's expectations.
8. To pay for any additional work requested not set forth in Exhibit
A or B, and to accept and acknowledge that such work shall be at
a price determined by KN, and agreed to by Champion prior to the
performance of the work and that all rights and obligations
concerning such work shall be according to the terms and
conditions set forth in this Agreement.
<PAGE> 1
PAGES CONTAINING CONFIDENTIAL MATERIAL HAVE BEEN STAMPED "CONFIDENTIAL
TREATMENT REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE
COMMISSION." THE REDACTED MATERIAL HAS BEEN BLACKENED OR MARKED WITH A STAR
(*).
EXHIBIT 10.26
<PAGE> 2
ASSET PURCHASE AGREEMENT
THIS ASSET PURCHASE AGREEMENT (the "Agreement") is made as of
August 30, 1996, by and between Champion Communication Services, Inc., a
Delaware corporation ("Seller"), and Nextel Communications, Inc., a Delaware
corporation ("Buyer").
RECITALS
A. Seller operates a business (the "Business") for which Seller is
licensed to operate (a) MHz specialized mobile radio ("SMR") two-way channels
located pursuant to licenses described in Schedule 1 (the
" Licenses") issued by the Federal Communications Commission ("FCC") and
(b) MHz channels located at other places in (the "Other Channels", and
collectively with the Channels, the "Channels") pursuant to licenses
described in Schedule 2 (the "Other Licenses", and collectively with the
Licenses, the "Licenses") issued by the FCC.
B. Seller desires to sell to Buyer and Buyer desires to purchase
from Seller all of the repeater and ancillary equipment listed in Schedule 3,
the customer list (including related code book information) set forth in
Schedule 4 and the other assets listed on Schedule 5 (collectively, the
"Assets").
C. Seller desires to assign to Buyer and Buyer desires to assume
from Seller all of Seller's rights under the Licenses.
D. Seller desires to assign to Buyer and Buyer desires to assume
from Seller all of Seller's rights and under the contracts listed in Schedule 6
(the "Contracts").
E. Buyer desires to obtain from Seller a Noncompetition Agreement in
the form of Exhibit A attached hereto (the "Noncompetition Agreement").
AGREEMENTS
1. PURCHASE AND SALE OF ASSETS. (a) Upon the terms and subject to the
conditions hereinafter set forth, on the Closing Date (as herein defined), (i)
Seller will sell and deliver to Buyer, and Buyer will purchase and acquire from
Seller, all of Seller's right, title and interest in and to the Assets, free
and clear of all liens, claims, mortgages, pledges, security interests,
encumbrances, adverse claims or restrictions whatsoever ("Liens"), and (ii)
Seller will assign to Buyer, and Buyer will assume from Seller, all of Seller's
interests under the Licenses and Contracts, free and clear of all Liens. EXCEPT
AS SPECIFICALLY PROVIDED OTHERWISE HEREIN, THE ASSETS ARE BEING PURCHASED "AS
IS" AND "WHERE IS" AND SELLER EXPRESSLY DISCLAIMS ANY EXPRESS AND IMPLIED
WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE.
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(b) Notwithstanding anything to the contrary contained herein,
(i)(1) Buyer acknowledges and agrees that Seller shall have the right prior to
September 16, 1996 to trade or otherwise dispose of the Other Licenses for the
purpose of enabling Seller to deliver to Buyer 20 exclusive Licenses, and
Seller shall have the right to substitute one or more exclusive, fully
constructed MHz SMR FCC licenses located at for the Licenses
currently listed in Schedule 1, or to add to or subtract from the Licenses
currently listed in Schedule 1, in which case the substituted or added
licenses shall be considered for all purposes to be part of the Licenses;
provided, however, that Seller shall not take any of the actions described in
this clause (1) without Buyer's prior written consent (which shall not be
unreasonably delayed or withheld) and in no event shall Seller deliver to
Buyer less than 13 Licenses that satisfy the Sales Conditions (as
hereinafter defined), and (2) Seller shall not sell or otherwise dispose of any
Assets outside of the ordinary course of business, and (ii) the total number of
Licenses to be assigned and assumed hereunder shall be subject to the provisions
of Sections 1 (c) and (d).
(c) Seller shall be obligated to assign to Buyer, and Buyer shall be
obligated to assume from Seller, all Licenses which Seller delivers to
Buyer at the Closing (as hereinafter defined) to operate the Channels
which are fully constructed 800 MHz SMR FCC licenses located at which
are exclusive to the Licensee (and, upon assignment, to Buyer) for a distance
of 70 miles from the call station location (except as indicated otherwise in
Schedule 1) (the Sale Conditions"). To the extent any of the Licenses
currently listed in Schedule 1 do not satisfy the Sale Conditions as of
the date hereof, Seller shall use its commercially reasonable efforts to cause
the Sale Conditions to be satisfied. If and to the extent any of the
Licenses do not satisfy the Sale Conditions as of the Closing Date
(unless only because no more than one other licensee shares the use of the
designated frequencies within 70 miles of the call station location), Seller
shall not be obligated to assign to Buyer, and Buyer shall not be obligated
to assume from Seller, such Licenses, but all other transactions
contemplated hereby shall be consummated.
(d) Seller shall be obligated to assign to Buyer, and Buyer shall be
obligated to assume from Seller, all Other Licenses which Seller delivers to
Buyer at the Closing to operate on the Other Channels which are fully
constructed 800 MHz SMR FCC licenses which are exclusive to the licensee (and,
upon assignment, to Buyer) for a distance of 70 miles from the call station
location (the "Other Sale Conditions"). To the extent any of the Other Licenses
listed in Schedule 2 do not satisfy the Other Sale Conditions as of the date
hereof, Seller shall use its commercially reasonable efforts to cause the Other
Sale Conditions to be satisfied. If and to the extent any of the Other Licenses
do not satisfy the Other Sale Conditions as of the Closing Date, Buyer shall
not be obligated to assume from Seller such Other Licenses, but all other
transactions contemplated hereby shall be consummated.
2. ASSUMPTION OF LIABILITIES. Buyer is not assuming and shall not be
responsible for any liabilities or obligations of Seller whether arising out of
or in connection with the Assets or otherwise, except executory obligations
relating exclusively to periods of operation after the Closing Date under the
Contracts.
3. PURCHASE PRICE. (a) The purchase price (collectively, the
"Purchase Price") shall be equal to the sum of (a) $ for each License
assigned hereunder which as of the Closing Date has satisfied all Sale
Conditions, (b) $ for each License assigned hereunder which as
of the Closing Date has satisfied all Sale Conditions (except that
no more than one other
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<PAGE> 4
licensee shares the use of the designated frequencies within 70 miles of the
call station location), and (c) the amount set forth in Schedule 2 for each
Other License assigned hereunder which as of the Closing Date has satisfied all
Other Sale Conditions or as to which Buyer has waived such Other Sale
Conditions as permitted by the last sentence of Section 1(d). The Purchase
Price less the Deposit (as hereinafter defined) shall be paid by wire transfer
at the Closing.
(b) If, as of the Closing Date, the Sale Conditions have
not been satisfied with respect to any Licenses (unless the
Sale Conditions have not been satisfied solely because not more than one other
licensee shares the use of the designated frequencies within 70 miles of the
call station location, in which case this Section 3(b) shall not apply) or the
Other Sales Conditions have not been satisfied with respect to any Other
Licenses, Seller and Buyer shall negotiate in good faith for not more than 15
business days for the purpose of agreeing to an alternative purchase price with
respect to such Licenses. If Seller and Buyer cannot agree on an alternative
purchase price for such Licenses, (i) Seller shall not assign, and Buyer shall
not assume, such Licenses or any Contracts relating to such Licenses, and (ii)
Seller shall not sell, and Buyer shall not purchase, any of the Assets relating
to such Licenses.
(c) As a condition of Closing, Seller shall demonstrate that the
Business generates not less than $_______ in Annualized Recurring Revenue (the
"Revenue Test"). "Annualized Recurring Revenue" shall mean, on a pro forma
basis, four (4) times (i) the gross recurring revenue from SMR operations of
the Business based on actual billing for the full three-month period
immediately prior to the Closing (the "Test Period"), adjusted with respect to
all customers who are not billed monthly as if they were billed monthly,
decreased by (ii) (1) all revenues from customers with unpaid charges more
than sixty (60) days past due, (2) the amount of any taxes, user fees, deposits
or other pass through charges to the customers which are not retained as
revenue by Seller, (3) residual or commission fees to agents, resellers or the
like, and (4) that portion of the revenue shared with third parties. For
purposes of determining the Annualized Recurring Revenue, Seller shall be
entitled to include all revenues that would have been paid to Seller for SMR
services by persons or entities who are not customers of Seller and not
generating SMR service fees at the time the Annualized Recurring Revenue is
being computed, but who were customers of Seller for at least three months and
became customers of Buyer at any time after the date hereof.
Set forth in Schedule 4 is an Accounts Receivable Aging Schedule and a
Recurring Billing Schedule which sets forth the billing runs for the Test
Period and the Annualized Recurring Revenues calculated therefrom (the
"Financial Information"). At least three (3) business days prior to the
Closing, Seller shall certify and deliver to Buyer an updated Schedule 4.
Seller agrees not to modify its billing or pricing practices or conduct its
Business outside the ordinary course of business in any manner which may result
in overstating revenues for the Test Period.
4. ALLOCATION OF PURCHASE PRICE. The Purchase Price shall be
allocated as specified in Schedule 7 both for purposes of the payment thereof
and tax accounting for the sale of the Assets and the assignment of the
Licenses. The allocation of the Purchase Price shall be controlling for tax
purposes and shall be utilized in preparing IRS Form 8594.
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<PAGE> 5
5. METHOD OF PAYMENT OF PURCHASE PRICE. The Purchase Price shall be
paid as follows:
(a) Concurrently with the execution of this Agreement
and the delivery by Seller of an executed FCC Form 490 for each of the
Licenses, the sum of Twenty-Five Thousand Dollars ($25,000) (the "Deposit")
shall be delivered to Seller by wire transfer. The Deposit shall be invested in
an interest-bearing account, and the Deposit and any interest accrued thereon
shall be credited against the Purchase Price at the Closing.
(b) The Purchase Price shall be payable in cash at the
Closing. Provided that the Current Market Price (as hereinafter defined) shall
be not less than $10.00 per share, in lieu of paying the entire Purchase Price
in cash, Buyer shall have the right to issue shares of common stock ($0.001 par
value) ("Nextel Common Stock") to Seller for all or any portion of the Purchase
Price. The number of shares of Nextel Common Stock that may be issued hereunder
shall be the quotient of the allocated amount of Purchase Price to be paid in
Nextel Common Stock divided by the Current Market Price per share of Nextel
Common Stock as of the Closing Date. The "Current Market Price" shall be deemed
to be the average of the daily closing price per share of Nextel Common Stock
for the thirty (30) consecutive trading days immediately preceding the Closing
Date. In the event of a stock dividend, stock split or other reclassification
of the Nextel Common Stock during such 30-day period, the Current Market Price
shall be adjusted accordingly. The closing price for each trading day shall be
the last sale price, regular way, or in the absence of such trading, the
average of the closing bid and ask prices, regular way, in either case on the
national securities exchange or the NASDAQ National Market (whichever exchange
or market is the principal trading market for Nextel Common Stock at the time).
The term "trading day" shall mean a day on which the principal national
securities exchange on which Nextel Common Stock is listed is open for trading.
6. SALES TAX WITHHOLDING. Seller and Buyer shall each be responsible
for and pay one-half of all applicable state and local sales, transfer and use
taxes arising out of the transactions contemplated by this Agreement. Seller
and Buyer shall deliver to each other all applicable receipts evidencing
payment of such amounts to the applicable tax authorities. At the Closing, all
state and local personal property taxes related to the Assets shall be prorated
for the year in which the Closing occurs, based on the parties' mutual good
faith estimate of such taxes after taking into consideration such taxes for the
prior tax year. Buyer shall not be responsible for any business, occupation,
withholding or similar tax or any taxes of any kind related to any period
before the Closing Date.
7. NONCOMPETITION AGREEMENT. Seller shall enter into the
Noncompetition Agreement.
8. CLOSING. The closing (the "Closing") for the purchase and sale of
the Assets shall occur not later than twenty (20) days after the grant date of
the FCC consent constituting final orders to the assignment of the Licenses to
Buyer and the satisfaction of all other conditions specified herein; provided
that the Closing shall not take place prior to October 1, 1996. If the Closing
shall not have occurred on or before August 1, 1997, either party which at such
time is not in breach of any provision of this Agreement may terminate this
Agreement at any time thereafter without any further obligation or liability of
such party other than the return of the Deposit to Buyer. The day of the
Closing is herein referred to as the "Closing Date." A "final order" means that
forty-five (45) days shall have elapsed from the date of grant without any
filing of any adverse request, petition or appeal by any third party or by the
FCC on its own motion with respect to Buyer's application for the FCC's
Page 4
<PAGE> 6
consent to the assignment of the Licenses to Buyer, or any resubmissions of any
such application, or, if challenged, such FCC consent shall have been
reaffirmed or upheld and the applicable period for seeking further
administrative or judicial review shall have expired without the filing of any
action, petition or request for further review. At the Closing, the parties
will exchange any documents, assignments, bills of sale and other instruments
called for by this Agreement or as either party or its counsel may reasonably
request. The Closing shall occur at a mutually convenient time and place.
9. PRORATIONS AND POST-CLOSING ADJUSTMENTS. (a) Appropriate
proration as of the close of business on the Closing Date shall be made with
respect to advance customer billings relating to the Business (as to which
Buyer will be credited for any prepayments made to Seller by its customers who
use the Channels operated under the Licenses assumed hereunder relating to
periods following the Closing Date). Such prorations shall be determined by the
parties acting jointly in good faith, and shall be settled in cash no later
than ninety (90) days after the Closing Date (the "Proration Period").
(b) To the extent that any prorations cannot be finally
determined on the Closing Date, such prorations shall be estimated for purposes
of the Closing and shall be finally determined and adjusted in cash not later
than the end of the Proration Period.
(c) During the Proration Period, Buyer shall have the right to
verify the accuracy of the schedules used for making such prorations but
without limiting the effect of Seller's representations and warranties herein
and Buyer's reliance thereon (regardless of any investigations Buyer elects to
conduct). Any inaccuracies in such schedules affecting the prorations shall be
reconciled and the amount necessary to accurately reflect the adjustment to the
prorations shall be paid to Buyer (or refunded to Seller, as the case may be).
10. CLOSING CONDITIONS. (a) The obligation of Buyer to consummate the
transactions contemplated hereby shall be subject to satisfaction of the
following conditions (except to the extent expressly waived by Buyer in
writing): (i) approval by the FCC of the assignment of the Licenses to Buyer,
(ii) receipt of all other required third party consents and approvals; (iii)
release of all Liens on the Assets and Licenses; (iv) receipt of all required
state and local tax clearances; (v) to the extent required consent to the
assignment of the Contracts; (vi) continued truth and accuracy of Seller's
representations and warranties and the Financial Information; (vii)
satisfactory completion of the Revenue Test; and (viii) delivery of appropriate
instruments of sale and assignment, any financial statements or files
pertaining solely to the Business, any tangible Assets and such other documents
or instruments as Buyer or its counsel may reasonably request.
(b) The obligation of Seller to consummate the transactions
contemplated hereby shall be subject to satisfaction of the following
conditions (except to the extent expressly waived by Seller in writing): (i)
approval by the FCC of the assignment of the Licenses to Buyer, (ii) receipt of
all other required third party consents and approvals; (iii) to the extent
required, consent to the assignment of the Contracts; (iv) continued truth and
accuracy of Buyer's representations and warranties and (v) delivery of
appropriate instruments of purchase and assumption and such other documents or
instruments as Seller or its counsel may reasonably request.
Page 5
<PAGE> 7
11. NO SHOP/CONFIDENTIALITY. Except as specifically permitted hereby,
Seller, on behalf of itself and its officers and agents, agrees not to solicit,
make or accept any offers to assign the Licenses or to sell the Assets or the
Business to any third party. Seller agrees to promptly inform Buyer of any
offers or solicitations by a third party to assume the Licenses or to purchase
the Assets or the Business, including the terms thereof. The terms of this
Agreement and any information about the Licenses, the Assets or Buyer's or
Seller's business shall be kept strictly confidential by the parties and their
agents. Except to the extent required by law, neither party shall make any
public announcement regarding the transactions contemplated hereby without the
prior consent of the other party. If either party is required by law to make
disclosure otherwise prohibited by this Section 11, such party shall so inform
the other party as soon as practicable and cooperate, at such other party's
expense, with all reasonable requests made by such other party to minimize the
extent of such disclosure.
12. REPRESENTATIONS AND WARRANTIES. (a) Seller hereby represents and
warrants to Buyer as follows: (i) Seller is duly organized, validly existing
and in good standing under the jurisdiction of its organization, with all
requisite power and authority to own the Assets; (ii) Seller is the lawful,
beneficial and exclusive owner of the Assets and Licensee under the Licenses
and has the unrestricted right and power to sell the Assets and assign the
Licenses to Buyer free and clear of Liens, and the Assets and Licenses are free
and clear of all Liens as of the date hereof and through the Closing Date;
(iii) the Licenses are valid and in good standing with the FCC and Seller is in
compliance in all material respects concerning construction, loading and
spacing of the Licenses or the facilities associated therewith, and all other
federal statutes and rules, regulations and policies of the FCC applicable to
Seller or the Licenses; (iv) there is no pending or, to the best of Seller's
knowledge, threatened action by the FCC or any other governmental agency or
third party to suspend, revoke, terminate or challenge any of the Licenses or
otherwise investigate the Business; (v) neither the execution nor the delivery
of this Agreement nor the consummation of the transactions contemplated hereby
will conflict with or result in any violation of or constitute a default under
any term of the Certificate of Incorporation of By-laws of Seller or any
agreement, mortgage, indenture, license, permit, lease or other instrument,
judgment, decree, order, law or regulation by which Seller is bound; (vi) none
of the Licenses are currently subject to or operating under any short-space or
any other agreement encumbering any of the Licenses or any FCC waiver of
otherwise applicable rules and regulations; (vii) Seller is not in default
under any of the Contracts; (viii) the tangible Assets are operational in the
ordinary course of business, ordinary wear and tear excepted; (ix) no person or
entity holds or has been granted a right of first refusal or option to receive
an assignment of the Licenses (except as permitted by Section 1) or to purchase
any of the Assets or the Business; (x) the Financial Information fairly
reflects in all material respects the information included therein; (xi) the
Assets include all of the assets used in the Business; (xii) Seller
acknowledges and understands that there can be no assurance that the value of
the Nextel Common Stock will not fluctuate pending or after the Closing Date,
but the cash equivalent amount of the Nextel Common Stock delivered pursuant to
Section 5(b), if any, shall not be less than the Purchase Price paid by such
delivery; and (xiii) Seller has been furnished with a copy of Buyer's currently
effective Prospectus. All representations and warranties made by Seller shall
survive the Closing for a period of 18 months.
(b) Buyer hereby represents and warrants to Seller as follows: (i)
Buyer is duly organized, validly existing and in good standing under the
jurisdiction of its organization; (ii) neither the execution nor the delivery
of this Agreement nor the consummation of the transactions
Page 6
<PAGE> 8
contemplated hereby will conflict with or result in any violation of or
constitute a default under any term of the Certificate of Incorporation or
By-laws of Buyer or any agreement, mortgage, indenture, license, permit, lease
or other instrument, judgment, decree, order, law or regulation by which Buyer
is bound; and (iii) neither the Registration Statement filed by Buyer (which
contains the Prospectus furnished to Seller) nor any filing made by Buyer
pursuant to the Securities Exchange Act of 1934, as amended, that is
incorporated by reference in such Registration Statement, contains any untrue
statement of material fact or omits to state any material fact necessary to
make such statements, in light of the circumstances under which they were made,
not false or misleading.
13. NEXTEL COMMON STOCK. Buyer warrants, represents and covenants to
Seller that any Nextel Common Stock issued to Seller at the Closing hereunder
shall be (i) issued pursuant to a Registration Statement that has been declared
effective and remains effective under the Securities Act of 1933 and may be
sold by Seller immediately after the Closing for a period of at least one year
without restriction under all applicable United States federal and state
securities laws, and (ii) duly and validly authorized by all necessary
corporate action on the part of Buyer and validly issued, fully paid and
non-assessable, and free and clear of all Liens arising by, through or under
Buyer.
14. COVENANTS OF SELLER. From the date hereof to the Closing Date,
Seller will (i) conduct the Business only in the ordinary and usual course of
business; (ii) not sell, dispose of or encumber any of the Assets (except in
the ordinary course of business) or Licenses (except as permitted by Section
1); (iii) afford Buyer and its representatives reasonable access to the Assets,
the Business and all the books, contracts, commitments and records of Seller
related to the Business (other than with respect to the names of Seller's
customers); (iv) maintain its books, accounts and records relating to the
Business in the usual manner on a basis consistent with prior years; (v) will
cooperate with Buyer in any applications or filings with the FCC in connection
with this transaction; and (vi) none of the Contracts with users of the
Channels will have a term which extends beyond the first anniversary of the
Closing Date and all of such Contracts will contain pricing terms which are not
less favorable to Buyer than the then prevailing market rates. From and after
the Closing Date, Seller shall at any time and from time to time, upon Buyer's
reasonable request and without further cost to Buyer or Seller, prepare,
execute and deliver such instruments of conveyance and assignment and shall
take such action as Buyer may reasonably request to more effectively transfer
to and vest in Buyer, or its successors and assigns, and to put Buyer in
possession of, any and all of the Assets free and clear of any and all Liens.
15. INDEMNITY. (a) From and after the Closing Date, Seller shall
indemnify, defend and hold Buyer harmless from and against all demands, claims,
actions, losses, damages, liabilities, costs and expenses, including, without
limitation, reasonable attorneys' fees and expenses, asserted against, imposed
upon or incurred by Buyer resulting from: (i) any breach of any covenant,
agreement, representation or warranty of Seller contained in, or made pursuant
to, this Agreement; (ii) any and all liabilities (including successor
liabilities) or obligations relating to periods prior to the Closing Date
resulting from Seller's ownership, use or sale of the Assets, from operating
under the Licenses or from Seller's employment, or termination of employment,
of its employees; and (iii) any and all actions, suits, proceedings, claims,
demands, assessments, judgment, costs and expenses, including without
limitation, attorneys' fees and court costs and expenses incident to any of the
foregoing or incurred in investigating or attempting to avoid the same or to
oppose the imposition thereof, or in
Page 7
<PAGE> 9
enforcing this indemnity. Seller's obligations under this Section shall survive
the Closing Date for a period of eighteen (18) months after the Closing Date.
(b) From and after the Closing Date, Buyer shall
indemnify, defend and hold Seller harmless from and against all demands,
claims, actions, losses, damages, liabilities, costs and expenses, including,
without limitation, reasonable attorneys' fees and expenses, asserted against,
imposed upon or incurred by Seller resulting from: (i) any breach of any
covenant, agreement, representation or warranty of Buyer contained in, or made
pursuant to, this Agreement; (ii) any and all liabilities or obligations
relating to periods after the Closing Date resulting from Buyer's ownership,
use or purchase of the Assets or from operating under the Licenses; and (iii)
any and all actions, suits, proceedings, claims, demands, assessments,
judgment, costs and expenses, including without limitation, attorneys' fees and
court costs and expenses incident to any of the foregoing or incurred in
investigating or attempting to avoid the same or to oppose the imposition
thereof, or in enforcing this indemnity. Buyer's obligations under this Section
shall survive the Closing Date for a period of eighteen (18) months after the
Closing Date.
(c) Neither party shall be liable to the other party
for any claims brought by the first party against the second party, whether
asserted under this Section 15 or otherwise, unless such claims are asserted in
writing within 18 months after the Closing Date. Furthermore, except for claims
asserted with respect to an alleged breach by Seller of Section 12(a)(xi), no
claim may be asserted by one party against the other party unless and until the
aggregate amount of such claims exceeds $25,000 (after netting against such
amount the amount of all claims asserted against such party). Once a claim can
be asserted pursuant to this Section 15(c), however, the party asserting such
claim shall be entitled to recover all amounts due it without regard to the
$25,000 requirement described in this Section 15(c) (net of the amount of all
claims successfully asserted against such party). In no event shall Seller's
total liability to Buyer for all claims exceed an amount equal to the Purchase
Price.
(d) Notwithstanding anything to the contrary contained
herein, if Seller breaches any of its representations or warranties regarding
the condition of any of the repeater equipment included in the Assets, Seller
shall have the right to either repair such repeater equipment or replace such
repeater equipment with other repeater equipment in operating condition.
16. NOTICES. All notices and other communications to any party
hereunder shall be in writing and shall be deemed given upon (i) actual receipt
if delivered personally or if delivered by telex or facsimile, (ii) the next
day if by express mail or an established and reliable overnight or next-day
courier service, or (iii) five (5) days after being sent by registered or
certified mail, return receipt requested, postage prepaid as follows:
TO SELLER: TO BUYER:
David Terman, President Corporate Counsel
Champion Communication Services, Inc. Nextel Communications, Inc.
1610 Woodstead Court, Suite 330 201 Route 17 North
The Woodlands, Texas 77380 Rutherford, NJ 07070
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<PAGE> 10
17. RISK OF LOSS. Seller shall bear the risk of loss, damage or
destruction of the Assets on or prior to the Closing Date. If the Assets, or
any part thereof, are destroyed, Buyer shall have the option to either (i)
require Seller to replace them with like equipment in operating condition or
(ii) to deduct the value of the destroyed Assets from the Purchase Price.
18. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
19. PAYMENT OF EXPENSES. Each party will pay all costs and expenses,
including attorney's and brokers' fees, incurred or to be incurred by it in
negotiating and preparing this Agreement and the Exhibits and in closing and
carrying out the transactions contemplated by this Agreement.
20. ATTORNEY'S FEES AND COSTS. Should either party be required to
retain the services of an attorney to file an action to enforce any of its
rights hereunder, or under any other document executed and delivered pursuant
to this Agreement, the party prevailing in such action shall be entitled to
recover reasonable attorney's fees and court costs in connection therewith in
an amount to be fixed by the court hearing the action.
21. SPECIFIC PERFORMANCE. Seller acknowledges that the Assets are
unique and the loss to Buyer due to Seller's failure to perform this Agreement
could not be easily measured by damages. Buyer shall be entitled to
specifically enforce this Agreement in a court of equity without proof of
specific monetary damages, but without waiving any right thereto in the event
of breach of this Agreement by Seller.
22. RIGHT OF FIRST REFUSAL. If and to the extent Seller does not
assign, and Buyer does not assume, any Licenses pursuant to Sections 1(c)
and 3(b) (the "Subject Licenses"), Buyer shall have a right of first refusal to
assume any Subject Licenses in accordance with this Section 22. If at any time
within one year alter the Closing Date Seller shall choose to assign to any
unaffiliated third party any Subject Licenses, Seller shall deliver to Buyer a
notice in writing (the "Assignment Notice") stating such intention and
describing the terms and conditions relating thereto, including the purchase
price to be received by Seller in consideration of such assignment. Buyer shall
have ten business days from the receipt of the Assignment Notice to deliver to
Seller notice (the "Acceptance Notice") of Buyer's intention to exercise its
right of first refusal to assume all, but not less than all, of the Subject
Licenses described in the Assignment Notice. Failure to deliver such Acceptance
Notice within such time period shall be deemed an election by Buyer not to
exercise its right of first refusal. If Buyer exercises its right of first
refusal with respect to all Subject Licenses described in the Assignment Notice,
the closing of the assignment and assumption of such Subject Licenses shall take
place as soon as possible following delivery by Buyer of the Acceptance Notice,
but in no event later than the date the closing would have occurred with respect
to the unaffiliated third party described in the Assignment Notice. If and to
the extent any portion of the consideration to be paid for the assignment and
assumption of the Subject Licenses was non-monetary consideration, such
non-monetary consideration shall be payable by Buyer, at Buyer's election,
either in the exact same non-monetary consideration or in cash in an amount
equal to the fair market value thereof. If Seller and Buyer cannot agree on the
fair market value of such non-monetary consideration, they shall select an
independent third party qualified to appraise such non-monetary consideration
and the closing of the
Page 9
Confidential Treatment Requested
The Redacted Material Has Been
Filed With the Commission
<PAGE> 11
assignment and assumption of the Subject Licenses shall be delayed for a
reasonable time to determine the fair market value of the non-monetary
consideration.
23. SCHEDULES. All references in this Agreement to "Schedules" shall
mean the disclosure schedules identified in this Agreement and listed at the
end hereof, which (i) are incorporated herein and shall be deemed a part of
this Agreement for all purposes, (ii) have been delivered by Seller on or prior
to the date hereof, and (iii) have been dated and initialed, signed or
otherwise marked for identification by or on behalf of Seller. On or
immediately prior to the Closing Date, Seller shall deliver to Buyer new
Schedules that are amended or supplemented to update the information contained
therein as of the Closing Date.
24. BROKERS. Each party represents and warrants to the other that it
has not retained or otherwise engaged any investment banker, broker or other
third party in connection with the negotiation or consummation of the
transactions contemplated hereby.
25. MISCELLANEOUS. This Agreement shall be governed by the laws of
the State of Illinois, without giving effect to conflicts of law principals
thereof. All covenants, agreements, representations, warranties and indemnities
shall be binding upon, and inure to the benefit of, the parties and their
respective successors and assigns. This Agreement may not be assigned except
that Buyer may assign its rights under this Agreement to any affiliated entity,
provided that Buyer shall not be relieved of its obligations hereunder. This
Agreement, together with the Exhibits and Schedules hereto, constitutes the
entire understanding and agreement between the parties hereto concerning the
subject matter hereof, superseding all prior oral or written agreements or
understandings. This Agreement may not be changed, modified or altered except
by an agreement in writing executed by the parties hereto. Notwithstanding any
law or rule of contract interpretation to the contrary, this Agreement shall
not be interpreted strictly for or against either party hereto. In the event
that any covenant, condition or other provision contained in this Agreement is
held to be invalid, void or unlawful by any administrative agency or court of
competent jurisdiction, that provision shall be deemed severable from the
remainder of this Agreement and shall in no way affect, impair or invalidate
any other covenant, condition or other provision contained herein, and each of
the parties shall use their best efforts to make the covenant, condition or
other provision valid and lawful if possible so as to preserve the rights and
obligations of the parties hereto. Each of the parties hereto acknowledges to
the other that it has reviewed this Agreement with, and is relying solely upon
the advice of, its independent counsel and tax advisor, as to the negotiation,
preparation, execution and delivery of this Agreement and as to the legal and
tax implications hereunder.
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<PAGE> 12
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
Champion Communications Services, Inc.
By: /s/ DAVID A. TERMAN
------------------------------------
Its: President
------------------------------
Nextel Communications, Inc.
By: /s/ [ILLEGIBLE]
------------------------------------
Its:
------------------------------
Page 11
<PAGE> 13
INDEX TO SCHEDULES AND EXHIBITS
EXHIBITS
Exhibit A: Form of Noncompetition Agreement
SCHEDULES
Schedule 1: Licenses
Schedule 2: Other Licenses
Schedule 3: Repeater and Ancillary Equipment
Schedule 4: Customer List and Financial Information
Schedule 5: Other Assets
Schedule 6: Contracts
Schedule 7: Purchase Price Allocation
CONFIDENTIAL TREATMENT REQUESTED
THE REDACTED MATERIAL HAS BEEN
FILED WITH THE COMMISSION
<PAGE> 14
EXHIBIT A
NONCOMPETITION AGREEMENT
THIS NONCOMPETITION AGREEMENT (the "Agreement") is made and entered into
as of , 1996 by and between Champion Communication Services, Inc., a
Delaware corporation ("Champion"), and Nextel Communications, Inc., a Delaware
corporation ("Buyer"), in connection with that certain Asset Purchase Agreement
("Purchase Agreement") dated as of , 1996, by and between Buyer and Champion.
WITNESSETH
WHEREAS, it is essential and necessary that Champion and Buyer agree that
Champion shall not compete with Buyer in the business of providing a Specialized
Mobile Radio Service (SMR) in and about as a licensee of the Federal
Communications Commission in order that Buyer may derive the full benefit of the
asset and business purchases under the terms and conditions of the Purchase
Agreement.
NOW, THEREFORE, in consideration of the entering into the Purchase
Agreement by Buyer and other good and valuable consideration paid to Champion,
the receipt of which is hereby acknowledged, it is understood and agreed as
follows:
1. Scope. For a period of three (3) years from the Closing Date
specified in the Purchase Agreement, Champion agrees (a) not to engage, either
directly or indirectly (through ownership in or employment by any corporation,
partnership, joint venture or any other entity, affiliate or relative), in the
business of providing 800 MHz SMR service or the sale or maintenance of 800 MHz
SMR subscriber equipment anywhere within seventy five (75) miles of the
located in and (b) not to solicit for any purpose
whatsoever any person or entity who was a customer of Champion as of the Closing
Date specified in the Purchase Agreement. Notwithstanding the foregoing,
however, Champion shall be entitled to continue to operate (a) on behalf of
unaffiliated licensee, its 800 MHz community repeaters located at
on 852.0375 and 854.3125 frequencies, and its 450-470 and 470-512 MHz
communications systems and services, and (b) all community repeaters relating to
any licenses described in Schedule 1 of the Purchase Agreement that are not
purchased by Buyer. In addition, Champion shall be entitled to solicit any
person or entity who was a customer of Champion as of the Closing Date specified
in the Purchase Agreement for the purpose of marketing Champion's rental radios
in all frequency bands.
2. Consideration. The amount allocated to this Agreement is
specified in the Purchase Agreement.
3. Remedies. Champion acknowledges and agrees that the remedies at
law for any breach of this covenant by Champion not to compete will be
inadequate, and that Buyer shall be entitled to equitable relief.
4. Construction. It is the agreement of the parties that the maximum
protection available under the law shall be provided to Buyer by this Agreement
to protect Buyer's interests in the Assets acquired by Buyer under the terms of
the Purchase Agreement and that, if the restrictions hereby
CONFIDENTIAL TREATMENT REQUESTED
THE REDACTED MATERIAL HAS BEEN
FILED WITH THE COMMISSION
<PAGE> 15
imposed are held by any court to be unreasonably broad in duration, territory
or scope, this Agreement shall be construed in such a manner so as to afford
Buyer the fullest protection commensurate with making such restrictions
enforceable under Illinois law.
IN WITNESS WHEREOF, the parties hereto hereunder set their hands the day
and year first above-written, intending hereby to become legally bound.
Champion Communication Services, Inc. Nextel Communications, Inc.
By: By:
-------------------------------- ------------------------------
Name: David Terman Name:
---------------------------
Title: President Title:
---------------------------
-2-
<PAGE> 16
SCHEDULE 1
SEARS LICENSES
<TABLE>
<CAPTION>
CALL SIGN FREQUENCY CHANNELS
--------- --------- --------
<S> <C> <C>
* * 1
* * 1
* * 1
* * 1
* * 1
* * 1
* * 1
* * 1
* * 1
* * 1
* * 1
* * 1
* * 1
* * 1
* * 1
* * 1
* * 1
* * 1
* * 1
* * 1
</TABLE>
*Channel on which this License is operating is only 65 miles clear
Confidential Treatment Requested
The Redacted Material Has Been
Filed With the Commission
<PAGE> 17
Federal Communications Commission
Gettysburg, PA 17325-7245
RADIO STATION LICENSE
- - --------------------------------------------------------------------------------
Licensee Name: CHAMPION COMMUNICATION SERVICES INC
Radio Service: YX TRUNKED SMRS License Issue Date: 09/05/1996
Call Sign: * File Number: * License Expiration Date: 09/03/2001
Frequency Advisory No./Service Area: *
Pagers -******
960905A 108 1 2Z
CHAMPION COMMUNICATION SERVICES INC
DAVID A TERMAN
1610 WOODSTEAD CT STE 330
THE WOODLANDS TX 77380
REGULATORY STATUS: PMRS
<TABLE>
<CAPTION>
- - ----------------------------------------------------------------------------------------------------------------------------------
Station Technical Specifications
- - ----------------------------------------------------------------------------------------------------------------------------------
Output
FCC Frequencies Station No. of Emission Power E.R.P. Ground Ant. Hgt. Antenna Antenna
I.D. (MHz) Class Units Designator (Watts) (Watts) Eleve To Tip Latitude Longitude
- - ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
A: * FB2 1 20K0F1D 125.000 450.000 181 448 * *
20K0F3E HAAT 446
* FB2 1 20K0F1D 125.000 450.000 448
20K0F3E
* FB2 1 20K0F1D 125.000 450.000 448
20K0F3E
* FB2 1 20K0F1D 125.000 450.000 448
20K0F3E
* FB2 1 20K0F1D 125.000 450.000 448
20K0F3E
* FB2 1 20K0F1D 125.000 450.000 448
20K0F3E
* FB2 1 20K0F1D 125.000 450.000 448
20K0F3E
* FB2 1 20K0F1D 125.000 450.000 448
20K0F3E
* FB2 1 20K0F1D 125.000 450.000 448
20K0F3E
* FB2 1 20K0F1D 125.000 450.000 448
20K0F3E
* FB2 1 20K0F1D 125.000 450.000 448
20K0F3E
* FB2 1 20K0F1D 125.000 450.000 448
20K0F3E
MO 750 20K0F1D 35.000 35.000
* 20K0F3E
TRANSMITTER STREET ADDRESS CITY COUNTY STATE
A: * R * * *
AREA OF OPERATION
SITE *
- - ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
PAGE 1 OF 2
FEDERAL This authorization becomes invalid and must be returned
[SEAL] COMMUNICATIONS to the Commission if the stations are not placed in
COMMISSION operation within eight months, unless an extension of
time has been granted. EXCEPTIONS: 1) 800 MHz trunked
and certain 900 MHz station licenses cancel
automatically if not constructed within 1 year 2) IVDS
authorizations automatically cancel if service is not
made available in accordance with Section 95.833(a)
of the Commission's Rules 3) There are no time
limitations for placing GMRS stations in operation.
FCC 574-L April 1995
CONFIDENTIAL TREATMENT REQUESTED
THE REDACTED MATERIAL HAS BEEN
FILED WITH THE COMMISSION
<PAGE> 18
Federal Communications Commission
Gettysburg, PA 17325-7248
RADIO STATION LICENSE
- - --------------------------------------------------------------------------------
Licensee Name: CHAMPION COMMUNICATION SERVICES INC
Radio Service: YX TRUNKED SMRS License Issue Date: 09/05/1996
Call Sign: * File Number: * License Expiration Date: 09/03/2001
Frequency Advisory No./Service Area: *
Pagers -******
960905A 108 1 2Z
CHAMPION COMMUNICATION SERVICES INC
DAVID A TERMAN
1610 WOODSTEAD CT STE 330
THE WOODLANDS TX 77380
REGULATORY STATUS: PMRS
<TABLE>
<CAPTION>
- - ----------------------------------------------------------------------------------------------------------------------------------
Station Technical Specifications
- - ----------------------------------------------------------------------------------------------------------------------------------
Output
FCC Frequencies Station No. of Emission Power E.R.P. Ground Ant. Hgt. Antenna Antenna
I.D. (MHz) Class Units Designator (Watts) (Watts) Eleve To Tip Latitude Longitude
- - ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PAINTING AND LIGHTING SPECIFICATIONS
SITE A: SEE ATTACHED FORM 715/715A PARAGRAPHS: A H I
CONTROL POINTS: *
CONTROL POINT PHONE: *
SPECIAL CONDITIONS BY SITE
SITE A: PARAGRAPH A MODIFIED TO REQUIRE USE OF L-865 MEDIUM INTENSITY LIGHTS
IN LIEU OF L-856. LIGHTS SHALL EMIT A PEAK INTENSITY OF APPROXIMATELY
2,000 CANDELAS AT NIGHT IN LIEU OF 4,000.
ADMIN NOTE: SEE ATTACHED #14 "THE ISSUANCE OF THIS LICENSE RESULTED IN THE
CANCELLATION OF CALL SIGN *
The latitude/longitude are authorized in North American Datum 1927 (NAD27).
Additionally, the antenna height to tip, ground elevation, AAT and area of
operation units are authorized in metric.
EMISSION DESIGNATOR(S) CONVERTED TO CONFORM TO DESIGNATOR(S)
SET OUT IN PART 2 OF THE COMMISSION'S RULES.
- - ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
PAGE 2 OF 2
FEDERAL This authorization becomes invalid and must be returned
[SEAL] COMMUNICATIONS to the Commission if the stations are not placed in
COMMISSION operation within eight months, unless an extension of
time has been granted. EXCEPTIONS: 1) 809 MHz trunked
and certain 909 MHz station licenses cancel
automatically if not constructed within 1 year 2) IVDS
authorization automatically cancel if service is not
made available in accordance with Section 95.833(a)
of the Commission's Rules 3) There are no time
limitations for placing GMRS stations in operation.
FCC 574-L April 1995
CONFIDENTIAL TREATMENT REQUESTED
THE REDACTED MATERIAL HAS BEEN
FILED WITH THE COMMISSION
<PAGE> 19
Federal Communications Commission
Gettysburg, PA 17325-7245
RADIO STATION LICENSE
- - --------------------------------------------------------------------------------
Licensee Name: CHAMPION COMMUNICATION SERVICES INC
Radio Service: GX CONVENTIONAL SMR License Issue Date: 10/30/1995
Call Sign: * File Number: * License Expiration Date: 10/30/2000
Frequency Advisory No./Service Area: *
Pagers -******
951030A 265 1 1Z
CHAMPION COMMUNICATION SERVICES INC
1610 WOODSTEAD CT STE 330
THE WOODLANDS TX 77380
REGULATORY STATUS: PMRS
<TABLE>
<CAPTION>
- - ----------------------------------------------------------------------------------------------------------------------------------
Station Technical Specifications
- - ----------------------------------------------------------------------------------------------------------------------------------
Output
FCC Frequencies Station No. of Emission Power E.R.P. Ground Ant. Hgt. Antenna Antenna
I.D. (MHz) Class Units Designator (Watts) (Watts) Eleve To Tip Latitude Longitude
- - ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1: * FB2 1 20KOF3E 125.000 450.000 181 448 * *
HAAT 448
* 70 20KOF3E 35.000 35.000
TRANSMITTER STREET ADDRESS CITY COUNTY STATE
* * * *
AREA OF OPERATION
SITE 1: *
PAINTING AND LIGHTING SPECIFICATIONS
SITE 1: SEE ATTACHED FORM 715/715A PARAGRAPHS: A H I
CONTROL POINTS: 1610 WOODSTEAD CT STE 330 THE WOODLANDS TX
CONTROL POINT PHONE: 800-614-6500
ASSOCIATED CALLSIGN: *
SPECIAL CONDITIONS BY SITE
SITE 1: PARAGRAPH A MODIFIED TO REQUIRE USE OF L-865 MEDIUM INTENSITY LIGHTS
IN LIEU OF L-856. LIGHTS SHALL EMIT A PEAK INTENSITY OF APPROXIMATELY
2,000 CANDELAS AT NIGHT IN LIEU OF 4,000.
ADMIN NOTE: SEE ATTACHED #14
The latitude/longitude are authorized in North American Datum 1927 (NAD27).
Additionally, the antenna height to tip, ground elevation, AAT and area of
operation units are authorized in metric.
EMISSION DESIGNATOR(S) CONVERTED TO CONFORM TO DESIGNATOR(S)
SET OUT IN PART 2 OF THE COMMISSION'S RULES.
- - ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
PAGE 1 OF 1
FEDERAL This authorization becomes invalid and must be returned
[SEAL] COMMUNICATIONS to the Commission if the stations are not placed in
COMMISSION operation within eight months, unless an extension of
time has been granted. EXCEPTIONS: 1) 800 MHz trunked
and certain 900 MHz station licenses cancel
automatically if not constructed within 1 year 2) IVDS
authorizations automatically cancel if service is not
made available in accordance with Section 95.833(a)
of the Commission's Rules 3) There are no time
limitations for placing GMRS stations in operation.
FCC 574-L April 1995
CONFIDENTIAL TREATMENT REQUESTED
THE REDACTED MATERIAL HAS BEEN
FILED WITH THE COMMISSION
<PAGE> 20
Federal Communications Commission
Gettysburg, PA 17325-7245
RADIO STATION LICENSE
- - --------------------------------------------------------------------------------
Licensee Name: CHAMPION COMMUNICATION SERVICES INC
Radio Service: GX CONVENTIONAL SMR License Issue Date: 06/26/1996
Call Sign: * File Number: * License Expiration Date: 11/07/2000
Frequency Advisory No./Service Area: *
Pagers -******
960626M 35 1 2W
CHAMPION COMMUNICATION SERVICES INC
DAVID TERMAN
1610 WOOD STAD COURT STE 330
THE WOODLANDS TX 77380
REGULATORY STATUS: PMRS
<TABLE>
<CAPTION>
- - ----------------------------------------------------------------------------------------------------------------------------------
Station Technical Specifications
- - ----------------------------------------------------------------------------------------------------------------------------------
Output
FCC Frequencies Station No. of Emission Power E.R.P. Ground Ant. Hgt. Antenna Antenna
I.D. (MHz) Class Units Designator (Watts) (Watts) Eleva To Tip Latitude Longitude
- - ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
A: * FB2 1 20K0F3E 125.000 350.000 180 448 * *
HAAT 448
* 70 20K0F3E 100.000 35.000
*
H: * 10 20K0F3E 100.000 35.000
* HAAT 0
TRANSMITTER STREET ADDRESS CITY COUNTY STATE
A: * * * *
H: TX
AREA OF OPERATION
SITE *
PAINTING AND LIGHTING SPECIFICATIONS
SITE A: SEE ATTACHED FORM 715/715A PARAGRAPHS: A H I
CONTROL POINTS: 1610 WOODSTEAD CT STE 330 THE WOODLANDS TX
CONTROL POINT PHONE: 713-362-0144
SPECIAL CONDITIONS BY SITE
SITE A: PARAGRAPH A MODIFIED TO REQUIRE USE OF L-865 MEDIUM INTENSITY LIGHTS IN LIEU OF L-856. LIGHTS SHALL EMIT A PEAK
INTENSITY OF APPROXIMATELY 2,000 CANDELAS AT NIGHT IN LIEU OF 4,000.
ADMIN NOTE: THE ISSUANCE OF THIS SYSTEM LICENSE RESULTED IN THE CANCELLATION OF LICENSE *
The latitude/longitude are authorized in North American Datum 1927 (NAD27). Additionally, the antenna height to tip, ground
elevation, AAT and area of operation units are authorized in metric.
- - ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
PAGE 1 OF 2
-------------------------------------------------------
FEDERAL This authorization becomes invalid and must be returned
[SEAL] COMMUNICATIONS to the Commission if the stations are not placed in
COMMISSION operation within eight months, unless an extension of
time has been granted. EXCEPTIONS: 1) 800 MHz trunked
and certain 900 MHz station licenses cancel
automatically if not constructed within 1 year 2) IVDS
authorizations automatically cancel if service is not
made available in accordance with Section 95.833(a)
of the Commission's Rules 3) There are no time
limitations for placing GMRS stations in operation.
-------------------------------------------------------
FCC 574-L April 1995
Confidential Treatment Requested
The Redacted Material Has Been
Filed With the Commission
<PAGE> 21
Federal Communications Commission
Gettysburg, PA 17325-7248
RADIO STATION LICENSE
- - --------------------------------------------------------------------------------
Licensee Name: CHAMPION COMMUNICATION SERVICES INC
Radio Service: GX CONVENTIONAL SMR License Issue Date: 12/14/1995
Call Sign: * File Number: * License Expiration Date: 12/04/2000
Frequency Advisory No./Service Area: *
Pagers -******
960723S 3 1 1A
CHAMPION COMMUNICATION SERVICES INC
1610 WOODSTEAD CT STE 330
THE WOODLANDS TX 77380
REGULATORY STATUS: PMRS
<TABLE>
<CAPTION>
- - ----------------------------------------------------------------------------------------------------------------------------------
Station Technical Specifications
- - ----------------------------------------------------------------------------------------------------------------------------------
Output
FCC Frequencies Station No. of Emission Power E.R.P. Ground Ant. Hgt. Antenna Antenna
I.D. (MHz) Class Units Designator (Watts) (Watts) Eleve To Tip Latitude Longitude
- - ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
A: * B2 1 20K0F3E 125.000 220.000 180 448 * *
HAAT 448
* 70 20K0F3E 35.00 10.000
TRANSMITTER STREET ADDRESS CITY COUNTY STATE
A: * * * *
AREA OF OPERATION
*
PAINTING AND LIGHTING SPECIFICATIONS
SITE A: SEE ATTACHED FORM 715/715A PARAGRAPHS: A H I
CONTROL POINTS: 1610 WOODSTEAD CT STE 330 THE WOODLANDS TX
CONTROL POINT PHONE: 800-614-6500
SPECIAL CONDITIONS BY SITE
SITE A: PARAGRAPH A MODIFIED TO REQUIRE USE OF L-865 MEDIUM INTENSITY LIGHTS IN LIEU OF L-856. LIGHTS SHALL EMIT A PEAK
INTENSITY OF APPROXIMATELY 2,000 CANDELAS AT NIGHT IN LIEU OF 4,000.
ADMIN NOTE: SEE ATTACHED #14, "THE ISSUANCE OF THIS SYSTEM LICENSE RESULTED IN THE CANCELATION OF LICENSE WNDU776." THIS LICENSE
SUPERSEDES AND REPLACES PREVIOUS AUTHORIZATION OF SAME DATE AND FILE NUMBER TO SHOW SYSTEM LICENSE CLAUSE. ADR 7/23/96
The latitude/longitude are authorized in North American Datum 1927 (NAD27). Additionally, the antenna height to tip, ground
elevation, AAT and area of operation units are authorized in metric.
EMISSION DESIGNATOR(S) CONVERTED TO CONFORM TO DESIGNATOR(S) SET OUT IN PART 2 OF THE COMMISSION'S RULES.
- - ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
PAGE 1 OF 2
FEDERAL This authorization becomes invalid and must be returned
[SEAL] COMMUNICATIONS to the Commission if the stations are not placed in
COMMISSION operation within eight months, unless an extension of
time has been granted. EXCEPTIONS: 1) 809 MHz trunked
and certain 909 MHz station licenses cancel
automatically if not constructed within 1 year 2) IVDS
authorization automatically cancel if service is not
made available in accordance with Section 95.833(a)
of the Commission's Rules 3) There are no time
limitations for placing GMRS stations in operation.
FCC 574-L April 1995
CONFIDENTIAL TREATMENT REQUESTED
THE REDACTED MATERIAL HAS BEEN
FILED WITH THE COMMISSION
<PAGE> 22
Federal Communications Commission
Gettysburg, PA 17325-7248
RADIO STATION LICENSE
- - --------------------------------------------------------------------------------
Licensee Name: CHAMPION COMMUNICATION SERVICES INC
Radio Service: GX CONVENTIONAL SMR License Issue Date: 07/08/1996
Call Sign: * File Number: * License Expiration Date: 07/08/2001
Frequency Advisory No./Service Area: *
Pagers -******
960708A 265 1 1W
CHAMPION COMMUNICATION SERVICES INC
1610 WOODSTEAD CT STE 330
THE WOODLANDS TX 77380
REGULATORY STATUS: PMRS
<TABLE>
<CAPTION>
- - ----------------------------------------------------------------------------------------------------------------------------------
Station Technical Specifications
- - ----------------------------------------------------------------------------------------------------------------------------------
Output
FCC Frequencies Station No. of Emission Power E.R.P. Ground Ant. Hgt. Antenna Antenna
I.D. (MHz) Class Units Designator (Watts) (Watts) Eleve To Tip Latitude Longitude
- - ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
A: * FB2 1 20K0F3E 125.000 240.000 181 448 * *
HAAT 448
* MO 70 20K0F3E 35.00 35.000
TRANSMITTER STREET ADDRESS CITY COUNTY STATE
A: * * * *
AREA OF OPERATION
SITE A: *
PAINTING AND LIGHTING SPECIFICATIONS
SITE A: SEE ATTACHED FORM 715/715A PARAGRAPHS: A H I
CONTROL POINTS: 1610 WOODSTEAD CT STE 330 THE WOODLANDS TX
CONTROL POINT PHONE: 800-614-6500
SPECIAL CONDITIONS BY SITE
SITE A: PARAGRAPH A MODIFIED TO REQUIRE USE OF L-865 MEDIUM INTENSITY LIGHTS IN LIEU OF L-856. LIGHTS SHALL EMIT A PEAK
INTENSITY OF APPROXIMATELY 2,000 CANDELAS AT NIGHT IN LIEU OF 4,000.
The latitude/longitude are authorized in North American Datum 1927 (NAD27). Additionally, the antenna height to tip, ground
elevation, AAT and area of operation units are authorized in metric.
EMISSION DESIGNATOR(S) CONVERTED TO CONFORM TO DESIGNATOR(S) SET OUT IN PART 2 OF THE COMMISSION'S RULES.
- - ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
PAGE 1 OF 1
FEDERAL This authorization becomes invalid and must be returned
[SEAL] COMMUNICATIONS to the Commission if the stations are not placed in
COMMISSION operation within eight months, unless an extension of
time has been granted. EXCEPTIONS: 1) 800 MHz trunked
and certain 900 MHz station licenses cancel
automatically if not constructed within 1 year 2) IVDS
authorization automatically cancel if service is not
made available in accordance with Section 95.833(a)
of the Commission's Rules 3) There are no time
limitations for placing GMRS stations in operation.
FCC 574-L April 1995
CONFIDENTIAL TREATMENT REQUESTED
THE REDACTED MATERIAL HAS BEEN
FILED WITH THE COMMISSION
<PAGE> 23
Federal Communications Commission
Gettysburg, PA 17325-7248
RADIO STATION LICENSE
- - --------------------------------------------------------------------------------
Licensee Name: CHAMPION COMMUNICATION SERVICES INC
Radio Service: GX CONVENTIONAL SMR License Issue Date: 02/15/1996
Call Sign: * File Number: * License Expiration Date: 09/13/2000
Frequency Advisory No./Service Area: *
Pagers -******
960216A 789 1 1Z
CHAMPION COMMUNICATION SERVICES INC
1610 WOODSTEAD CT STE 330
THE WOODLANDS TX 77380
REGULATORY STATUS: PMRS
<TABLE>
<CAPTION>
- - ----------------------------------------------------------------------------------------------------------------------------------
Station Technical Specifications
- - ----------------------------------------------------------------------------------------------------------------------------------
Output
FCC Frequencies Station No. of Emission Power E.R.P. Ground Ant. Hgt. Antenna Antenna
I.D. (MHz) Class Units Designator (Watts) (Watts) Eleve To Tip Latitude Longitude
- - ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1: * B2 1 20K0F3E 125.000 450.000 180 445 * *
HAAT 445
* 70 20K0F3E 35.00 35.000
*
TRANSMITTER STREET ADDRESS CITY COUNTY STATE
* * * *
AREA OF OPERATION
SITE 1: *
PAINTING AND LIGHTING SPECIFICATIONS
SITE A: SEE ATTACHED FORM 715/715A PARAGRAPHS: A H I
CONTROL POINTS: 1610 WOODSTEAD CT STE 330 THE WOODLANDS TX
CONTROL POINT PHONE: 800-614-6500
SPECIAL CONDITIONS BY SITE
SITE 1: PARAGRAPH A MODIFIED TO REQUIRE USE OF L-865 MEDIUM INTENSITY LIGHTS IN LIEU OF L-856. LIGHTS SHALL EMIT A PEAK
INTENSITY OF APPROXIMATELY 2,000 CANDELAS AT NIGHT IN LIEU OF 4,000.
The latitude/longitude are authorized in North American Datum 1927 (NAD27). Additionally, the antenna height to tip, ground
elevation, AAT and area of operation units are authorized in metric.
EMISSION DESIGNATOR(S) CONVERTED TO CONFORM TO DESIGNATOR(S) SET OUT IN PART 2 OF THE COMMISSION'S RULES.
- - ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
PAGE 1 OF 1
FEDERAL This authorization becomes invalid and must be returned
[SEAL] COMMUNICATIONS to the Commission if the stations are not placed in
COMMISSION operation within eight months, unless an extension of
time has been granted. EXCEPTIONS: 1) 809 MHz trunked
and certain 909 MHz station licenses cancel
automatically if not constructed within 1 year 2) IVDS
authorization automatically cancel if service is not
made available in accordance with Section 95.833(a)
of the Commission's Rules 3) There are no time
limitations for placing GMRS stations in operation.
FCC 574-L April 1995
CONFIDENTIAL TREATMENT REQUESTED
THE REDACTED MATERIAL HAS BEEN
FILED WITH THE COMMISSION
<PAGE> 24
FEDERAL COMMUNICATIONS COMMISSION
GETTYSBURG, PA 17325-7245
RADIO STATION LICENSE
Licensee Name: CHAMPION COMMUNICATION SERVICES INC
Radio Service GX CONVENTIONAL SMR License Issue Date: 02/15/1996
Call Sign: * File Number: * License Expiration Date: 09/27/2000
Frequency Advisory No.: Service Area
Pagers ******
960216A 784 1 1Z
CHAMPION COMMUNICATION SERVICES INC
1610 WOODSTEAD CT STE 330
THE WOODLANDS TX 77380
REGULATORY STATUS: PMRS
<TABLE>
- - ---------------------------------------------------------------------------------------------------------------------
Station Technical Specifications
- - ---------------------------------------------------------------------------------------------------------------------
<CAPTION>
- - ---------------------------------------------------------------------------------------------------------------------
Output
FCC Frequencies Station No. of Emission Power E.R.P. Ground Ant. Hgt. Antenna Antenna
I.D. (MMz) Class Units Designator (Watts) (Watts) Eleva To Tip Latitude Longitude
- - ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1: * FB2 1 20KOF3E 125.000 450.000 181 448 * *
HAAT 448
* 70 20KOF3E 100.000 35.000
*
TRANSMITTER STREET ADDRESS CITY COUNTY STATE
1: * * * *
</TABLE>
AREA OF OPERATION
SITE 1: *
PAINTING AND LIGHTING SPECIFICATIONS
SITE 1: SEE ATTACHED FORM 715/715A PARAGRAPHS: A H I
CONTROL POINTS: 1610 WOODSTEAD CT STE 330 THE WOODLANDS TX
CONTROL POINT PHONE: 800-614-6500
SPECIAL CONDITIONS BY SITE
SITE 1: PARAGRAPH A MODIFIED TO REQUIRE USE OF L-865 MEDIUM INTENSITY LIGHTS
IN LIEU OF L-856. LIGHTS SHALL EMIT A PEAK INTENSITY OF APPROXIMATELY
2,000 CANDELAS AT NIGHT IN LIEU OF 4,000.
The latitude/longitude are authorized in North American Datum 1927 (NAD27).
Additionally, the antenna height to tip, ground elevation, AAT and area of
operation units are authorized in metric.
EMISSION DESIGNATOR(S) CONVERTED TO CONFORM TO DESIGNATOR(S)
SET OUT IN PART 2 OF THE COMMISSION'S RULES.
PAGE 1 OF 1
FEDERAL This authorization becomes invalid and must be returned
[SEAL] COMMUNICATIONS to the Commission if the stations are not placed in
COMMISSION operation within eight months, unless an extension of
time has been granted. EXCEPTIONS: 1) 809 MHz trunked
and certain 909 MHz station licenses cancel
automatically if not constructed within 1 year 2) IVDS
authorization automatically cancel if service is not
made available in accordance with Section 95.833(a)
of the Commission's Rules 3) There are no time
limitations for placing GMRS stations in operation.
FCC 574-L April 1995
CONFIDENTIAL TREATMENT REQUESTED
THE REDACTED MATERIAL HAS BEEN
FILED WITH THE COMMISSION
<PAGE> 25
Federal Communications Commission
Gettysburg, PA 17325-7245
RADIO STATION LICENSE
- - --------------------------------------------------------------------------------
Licensee Name: CHAMPION COMMUNICATION SERVICES INC
Radio Service: GX CONVENTIONAL SMR License Issue Date: 06/17/1996
Call Sign: * File Number: * License Expiration Date: 02/15/2001
Frequency Advisory No./Service Area: *
Pagers -******
960617M 334 1 1W
CHAMPION COMMUNICATION SERVICES INC
DAVID A TERMAN
1610 WOODSTEAD CT STE 330
THE WOODLANDS TX 77380
REGULATORY STATUS: PMRS
<TABLE>
<CAPTION>
- - ------------------------------------------------------------------------------------------------------------------------------------
Station Technical Specifications
- - ------------------------------------------------------------------------------------------------------------------------------------
Output
FCC Frequencies Station No. of Emission Power E.R.P. Ground Ant. Hgt. Antenna Antenna
I.D. (MHz) Class Units Designator (Watts) (Watts) Eleve To Tip Latitude Longitude
- - ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
A: * FB2 1 20K0F3E 75.000 120.000 180 448 * *
HAAT 448
* MO 70 20K0F3E 35.000 35.000
*
H: * FX1 10 20K0F3E 35.000 35.000
* HAAT 0
TRANSMITTER STREET ADDRESS CITY COUNTY STATE
A: * * * *
H:
AREA OF OPERATION
SITE *
CONTROL POINTS: 1610 WOODSTEAD CT STE 330 THE WOODLANDS TX
CONTROL POINT PHONE: 713-362-0144
ADMIN NOTE: SEE ATTACHED #14
The latitude/longitude are authorized in North American Datum 1927 (NAD27). Additionally, the antenna height to tip, ground
elevation, AAT and area of operation units are authorized in metric.
EMISSION DESIGNATOR(S) CONVERTED TO CONFORM TO DESIGNATOR(S) SET OUT IN PART 2 OF THE COMMISSION'S RULES.
- - ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
PAGE 1 OF 1
------------------------------------------------------
FEDERAL This authorization becomes invalid and must be returned
[SEAL] COMMUNICATIONS to the Commission if the stations are not placed in
COMMISSION operation within eight months, unless an extension of
time has been granted. EXCEPTIONS: 1) 809 MHz trunked
and certain 900 MHz station licenses cancel
automatically if not constructed within 1 year 2) IVDS
authorizations automatically cancel if service is not
made available in accordance with Section 95.833(a)
of the Commission's Rules 3) There are no time
limitations for placing GMRS stations in operation.
------------------------------------------------------
FCC 574-L April 1995
Confidential Treatment Requested
The Redacted Material Has Been
Filed With the Commission
<PAGE> 26
Federal Communications Commission
Gettysburg, PA 17325-7248
RADIO STATION LICENSE
- - --------------------------------------------------------------------------------
Licensee Name: CHAMPION COMMUNICATION SERVICES INC
Radio Service: GX CONVENTIONAL SMR License Issue Date: 06/17/1996
Call Sign: * File Number: * License Expiration Date: 06/17/2001
Frequency Advisory No./Service Area: *
Pagers -******
960617A 333 1 1W
CHAMPION COMMUNICATION SERVICES INC
DAVID A TERMAN
1610 WOODSTEAD CT STE 330
THE WOODLANDS TX 77380
REGULATORY STATUS: PMRS
<TABLE>
<CAPTION>
- - ------------------------------------------------------------------------------------------------------------------------------------
Station Technical Specifications
- - ------------------------------------------------------------------------------------------------------------------------------------
Output
FCC Frequencies Station No. of Emission Power E.R.P. Ground Ant. Hgt. Antenna Antenna
I.D. (MHz) Class Units Designator (Watts) (Watts) Eleve To Tip Latitude Longitude
- - ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
A: * FB2 1 15K0F2D 125.000 450.000 180 448 * *
20K0F1D HAAT 448
20K0F3E
* MO 70 15K0F2D 100.000 35.000
* 20K0F1D
20K0F3E
H: * 10 15K0F2D 100.000 56.000
* 20K0F1D HAAT 0
20K0F3E
TRANSMITTER STREET ADDRESS CITY COUNTY STATE
A: * * * *
H: *
AREA OF OPERATION
SITE A: *
CONTROL POINTS: 1610 WOODSTEAD CT STE 330 THE WOODLANDS TX
CONTROL POINT PHONE: 713-362-0144
ADMIN NOTE: THE ISSUANCE OF THIS SYSTEM LICENSE RESULTED IN THE CANCELLATION OF LICENSE KBL844.
The latitude/longitude are authorized in North American Datum 1927 (NAD27). Additionally, the antenna height to tip, ground
elevation, AAT and area of operation units are authorized in metric.
EMISSION DESIGNATOR(S) CONVERTED TO CONFORM TO DESIGNATOR(S) SET OUT IN PART 2 OF THE COMMISSION'S RULES.
- - ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
PAGE 1 OF 1
FEDERAL This authorization becomes invalid and must be returned
[SEAL] COMMUNICATIONS to the Commission if the stations are not placed in
COMMISSION operation within eight months, unless an extension of
time has been granted. EXCEPTIONS: 1) 809 MHz trunked
and certain 909 MHz station licenses cancel
automatically if not constructed within 1 year 2) IVDS
authorization automatically cancel if service is not
made available in accordance with Section 95.833(a)
of the Commission's Rules 3) There are no time
limitations for placing GMRS stations in operation.
FCC 574-L April 1995
CONFIDENTIAL TREATMENT REQUESTED
THE REDACTED MATERIAL HAS BEEN
FILED WITH THE COMMISSION
<PAGE> 27
SCHEDULE 2
Other License
- - --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Call Sign Frequency Channels Location Purchase Price
- - --------- --------- -------- -------- --------------
<S> <C> <C> <C> <C>
* * 1 * *
* * 1 * *
* * 1 * *
* * 1 * *
* * 1 * *
</TABLE>
- - --------------------------------------------------------------------------------
Confidential Treatment Requested
The Redacted Material Has Been
Filed With the Commission
<PAGE> 28
Federal Communications Commission
Gettysburg, PA 17325-7245
RADIO STATION LICENSE
- - --------------------------------------------------------------------------------
Licensee Name: CHAMPION COMMUNICATION SERVICES INC
Radio Service: GX CONVENTIONAL SMR License Issue Date: 11/13/1995
Call Sign: * File Number: * License Expiration Date: 11/10/1997
Frequency Advisory No./Service Area: *
Pagers -******
951114A 264 1 1Z
CHAMPION COMMUNICATION SERVICES INC
DAVID TERMAN
1610 WOODSTEAD CT STE 330
THE WOODLANDS TX 77380
REGULATORY STATUS: PMRS
<TABLE>
<CAPTION>
- - ------------------------------------------------------------------------------------------------------------------------------------
Station Technical Specifications
- - ------------------------------------------------------------------------------------------------------------------------------------
Output
FCC Frequencies Station No. of Emission Power E.R.P. Ground Ant. Hgt. Antenna Antenna
I.D. (MHz) Class Units Designator (Watts) (Watts) Eleve To Tip Latitude Longitude
- - ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1: * FB2 1 20KOF3E 125.000 225.000 238 79 * *
HAAT 101
* 70 20KOF3E 35.000 35.000
821.00000
TRANSMITTER STREET ADDRESS CITY COUNTY STATE
1: *
AREA OF OPERATION
SITE 1: *
PAINTING AND LIGHTING SPECIFICATIONS
SITE 1: SEE ATTACHED FORM 715/715A PARAGRAPHS: 1 312 21
CONTROL POINTS: 1610 WOODSTEAD CT STE 330 THE WOODLANDS TX
CONTROL POINT PHONE: 807-614-6500
ADMIN NOTE: SEE ATTACHED #14
The latitude/longitude are authorized in North American Datum 1927 (NAD27).
Additionally, the antenna height to tip, ground elevation, AAT and area of
operation units are authorized in metric.
EMISSION DESIGNATOR(S) CONVERTED TO CONFORM TO DESIGNATOR(S)
SET OUT IN PART 2 OF THE COMMISSION'S RULES.
- - ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
PAGE 1 OF 1
FEDERAL This authorization becomes invalid and must be returned
[SEAL] COMMUNICATIONS to the Commission if the stations are not placed in
COMMISSION operation within eight months, unless an extension of
time has been granted. EXCEPTIONS: 1) 800 MHz trunked
and certain 900 MHz station licenses cancel
automatically if not constructed within 1 year 2) IVDS
authorizations automatically cancel if service is not
made available in accordance with Section 95.833(a)
of the Commission's Rules 3) There are no time
limitations for placing GMRS stations in operation.
FCC 574-L April 1995
CONFIDENTIAL TREATMENT REQUESTED
THE REDACTED MATERIAL HAS BEEN
FILED WITH THE COMMISSION
<PAGE> 29
Item 2852704 10:18 Page 1
From: PCIA600 Pcia600 Mailbox
To: JONES.JEAN Jean Jones, Champion Comm.
cc: JONES.JEAN Jean Jones, Champion Comm.
Subject: 961220011 ** Champion Communi
Control #: 961220011 ** Champion Communication Services, Inc.
Your Reference # 00042IL800
Received Electronically . . . . . . . . . . . . . . . . 5/01/1996
Application Received in Coordination . . . . . . . . . . 5/07/1996
Application Being Processed by . . . . . . . . . . . . . Clarissa Meyers
E-Mail Address of Coordinator . . . . . . . . . . . . . Meyers.C
Coordinated . . . . . . . . . . . . . . . . . . . . . . 5/28/1996
Frequency Class Units City St AAT Elev Ant Latitude
Longitude
* FB2 1 * * 125 264 125 *
*
* MO 70 *
*
* FX1 1 *
*
Date A/R Transaction Amount
5/28/96 FEE FOR FCC CHECK 1.00
5/28/96 FCC CHECK WRITTEN 45.00
5/28/96 PCIA COORDINATION 38.00
5/28/96 PCIA COORDINATION 89.00
*
*
CONFIDENTIAL TREATMENT REQUESTED
THE REDACTED MATERIAL HAS BEEN
FILED WITH THE COMMISSION
<PAGE> 30
FEDERAL COMMUNICATIONS COMMISSION
GETTYSBURG, PA 17325-7245
RADIO STATION LICENSE
- - --------------------------------------------------------------------------------
Licensee Name: CHAMPION COMMUNICATION SERVICES INC
Radio Service: GX CONVENTIONAL SMR License Issue Date: 09/27/1995
Call Sign: * File Number: * License Expiration Date: 09/27/2000
Frequency Advisory No./Service Area: 0447450002
Pagers -******
950928A 751 1 1Z
CHAMPION COMMUNICATION SERVICES INC
DAVID TERMAN
1610 WOODSTEAD CT STE 330
THE WOODLANDS TX 77380
REGULATORY STATUS: PMRS
<TABLE>
<CAPTION>
- - ---------------------------------------------------------------------------------------------------------------------
Station Technical Specifications
- - ---------------------------------------------------------------------------------------------------------------------
Output
FCC Frequencies Station No. of Emission Power E.R.P. Ground Ant. Hgt. Antenna Antenna
I.D. (MMz) Class Units Designator (Watts) (Watts) Eleva To Tip Latitude Longitude
- - ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1: * FB2 1 20KOF3E 125.000 178.000 262 125 * *
HAAT 125
* MO 70 20KOF3E 35.000 35.000
*
TRANSMITTER STREET ADDRESS CITY COUNTY STATE
1: * * * *
AREA OF OPERATION
SITE 1: *
PAINTING AND LIGHTING SPECIFICATIONS
SITE 1: SEE ATTACHED FORM 715/715A PARAGRAPHS: 1 3 4 13 21
CONTROL POINTS: 1610 WOODSTEAD CT STE 330 THE WOODLANDS TX
CONTROL POINT PHONE: 800-614-6500
ASSOCIATED CALLSIGN: *
ADMIN NOTE: SEE ATTACHED #14
The latitude/longitude are authorized in North American Datum 1927 (NAD27).
Additionally, the antenna height to tip, ground elevation, AAT and area of
operation units are authorized in metric.
EMISSION DESIGNATOR(S) CONVERTED TO CONFORM TO DESIGNATOR(S)
SET OUT IN PART 2 OF THE COMMISSION'S RULES.
- - ---------------------------------------------------------------------------------------------------------------------
</TABLE>
PAGE 1 OF 1
FEDERAL This authorization becomes invalid and must be returned
[SEAL] COMMUNICATIONS to the Commission if the stations are not placed in
COMMISSION operation within eight months, unless an extension of
time has been granted. EXCEPTIONS: 1) 809 MHz trunked
and certain 909 MHz station licenses cancel
automatically if not constructed within 1 year 2) IVDS
authorization automatically cancel if service is not
made available in accordance with Section 95.833(a)
of the Commission's Rules 3) There are no time
limitations for placing GMRS stations in operation.
FCC 574-L April 1995
CONFIDENTIAL TREATMENT REQUESTED
THE REDACTED MATERIAL HAS BEEN
FILED WITH THE COMMISSION
<PAGE> 31
Federal Communications Commission
Gettysburg, PA 17325-7245
RADIO STATION LICENSE
- - --------------------------------------------------------------------------------
Licensee Name: CHAMPION COMMUNICATION SERVICES INC
Radio Service: GX CONVENTIONAL SMRS License Issue Date: 09/10/1996
Call Sign: * File Number: * License Expiration Date: 09/10/2001
Frequency Advisory No./Service Area: 961500007
Pagers -******
960911A 262 1 1Z
CHAMPION COMMUNICATION SERVICES INC
DAVID TERMAN
1610 WOODSTEAD CT STE 330
THE WOODLANDS TX 77380
REGULATORY STATUS: PMRS
<TABLE>
<CAPTION>
- - ------------------------------------------------------------------------------------------------------------------------------------
Station Technical Specifications
- - ------------------------------------------------------------------------------------------------------------------------------------
Output
FCC Frequencies Station No. of Emission Power E.R.P. Ground Ant. Hgt. Antenna Antenna
I.D. (MHz) Class Units Designator (Watts) (Watts) Eleve To Tip Latitude Longitude
- - ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
A: * FB2 1 15K0F2D 125.000 188.000 239 72 * *
20K0F1D HAAT 72
20K0F3E
* 70 15K0F2D 10.000 10.000
* 20K0F1D
20K0F3E
H: * 10 15K0F2D 10.000 10.000
* 20K0F1D HAAT 0
20K0F3E
TRANSMITTER STREET ADDRESS CITY COUNTY STATE
A: * * * *
H: TX
AREA OF OPERATION
SITE A: *
PAINTING AND LIGHTING SPECIFICATIONS
SITE A: SEE ATTACHED FORM 715/715A PARAGRAPHS: 1 3 12 21
CONTROL POINTS: 1610 WOODSTEAD CT STE 330 THE WOODLANDS TX
CONTROL POINT PHONE: 713-362-0144
ADMIN NOTE: SEE ATTACHED #14
The latitude/longitude are authorized in North American Datum 1927 (NAD27).
Additionally, the antenna height to tip, ground elevation, AAT and area of
operation units are authorized in metric.
EMISSION DESIGNATOR(S) CONVERTED TO CONFORM TO DESIGNATOR(S)
SET OUT IN PART 2 OF THE COMMISSION'S RULES.
- - ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
PAGE 1 OF 1
FEDERAL This authorization becomes invalid and must be returned
[SEAL] COMMUNICATIONS to the Commission if the stations are not placed in
COMMISSION operation within eight months, unless an extension of
time has been granted. EXCEPTIONS: 1) 800 MHz trunked
and certain 900 MHz station licenses cancel
automatically if not constructed within 1 year 2) IVDS
authorizations automatically cancel if service is not
made available in accordance with Section 95.833(a)
of the Commission's Rules 3) There are no time
limitations for placing GMRS stations in operation.
FCC 574-L April 1995
CONFIDENTIAL TREATMENT REQUESTED
THE REDACTED MATERIAL HAS BEEN
FILED WITH THE COMMISSION
<PAGE> 32
Federal Communications Commission
Gettysburg, PA 17325-7245
RADIO STATION LICENSE
- - --------------------------------------------------------------------------------
Licensee Name: CHAMPION COMMUNICATION SERVICES INC
Radio Service: GX CONVENTIONAL SMR License Issue Date: 11/03/1995
Call Sign: * File Number: * License Expiration Date: 11/03/2000
Frequency Advisory No./Service Area:
* Pagers -******
951103A 381 1 1Z
CHAMPION COMMUNICATION SERVICES INC
1610 WOODSTEAD CT STE 330
THE WOODLANDS TX 77380
REGULATORY STATUS: PMRS
<TABLE>
<CAPTION>
- - ------------------------------------------------------------------------------------------------------------------------------------
Station Technical Specifications
- - ------------------------------------------------------------------------------------------------------------------------------------
Output
FCC Frequencies Station No. of Emission Power E.R.P. Ground Ant. Hgt. Antenna Antenna
I.D. (MHz) Class Units Designator (Watts) (Watts) Eleva To Tip Latitude Longitude
- - ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1: * FB2 1 20K0F3E 125.000 240.000 241 78 * *
HAAT 78
* 70 20K0F3E 35.000
*
TRANSMITTER STREET ADDRESS CITY COUNTY STATE
1: * * * *
AREA OF OPERATION
SITE 1: *
PAINTING AND LIGHTING SPECIFICATIONS
SITE 1: SEE ATTACHED FORM 715/715A PARAGRAPHS: 1 3 12 21 22
CONTROL POINTS: 1610 WOODSTEAD CT STE 330 THE WOODLANDS TX
CONTROL POINT PHONE: 800-614-6500
The latitude/longitude are authorized in North American Datum 1927 (NAD27). Additionally, the antenna height to tip, ground
elevation, AAT and area of operation units are authorized in metric.
EMISSION DESIGNATOR(S) CONVERTED TO CONFORM TO DESIGNATOR(S)
SET OUT IN PART 2 OF THE COMMISSION'S RULES.
- - ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
PAGE 1 OF 1
FEDERAL This authorization becomes invalid and must be returned
[SEAL] COMMUNICATIONS to the Commission if the stations are not placed in
COMMISSION operation within eight months, unless an extension of
time has been granted. EXCEPTIONS: 1) 800 MHz trunked
and certain 900 MHz station licenses cancel
automatically if not constructed within 1 year 2) IVDS
authorizations automatically cancel if service is not
made available in accordance with Section 95.833(a)
of the Commission's Rules 3) There are no time
limitations for placing GMRS stations in operation.
FCC 574-L April 1995
CONFIDENTIAL TREATMENT REQUESTED
THE REDACTED MATERIAL HAS BEEN
FILED WITH THE COMMISSION
<PAGE> 33
SCHEDULE 3
REPEATER AND ANCILLARY EQUIPMENT
<TABLE>
<CAPTION>
STATE TX FREQ A/S # CR NAME MODEL # SERIAL # ANCILLARY
- - ----- ------- ----- ------- ------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
* * 00284A * C75RCB6105BY RT525B NO
* * 00284A * C75RCB6105BY TT501K NO
* * 00284A * C75RCB6105BY TT528K NO
* * 00284A * C75RCB6105BY UT538H NO
* * 00284A * C75RCB6105BY TT538S NO
* * 00284A * C75RCB6105BY TT537S NO
* * 00284A * C75RCB6105BY RT5234 NO
* * 00284A * C75RCB6105BY 409BCG0007 NO
* * 00284A * C75RCB6105BY 409CCL0040 NO
* * 00284A * C75RCB6105BY 409CCN0008 NO
* * 00284A * C75RCB6105BY 409CCS0004 NO
* * 00284A * C75RCB6105BY 409CCS00015 NO
* * 00284A * C75RCB6105BY 409CCS0003 NO
* * 00284A * C75RCB6105BY 409CCS0004 NO
* * 00284A * C75RCB6105BY 409CCS0011 NO
* * 00284A * T5365A 225CWH0219 NO
* * 00284A * T5365A 225CWH0220 NO
* * 00284A * T5365A 225CWH0221 NO
* * 00284A * T5365A 225CSH0222 NO
* * 00284A * T5365A 225CWH0223 NO
* * 00740A * C75RCB6105BY 409CCA0022 NO
* * 00740A * C75RCB6105BY 409CCQ0026 NO
* * 00741A * C75RCB6105BY 409CDG0004 NO
* * 00268A * C75RCB6105BY 409CCS0022 YES
* * 00303A * C75RCB6105BY YES
</TABLE>
Confidential Treatment Requested
The Redacted Material Has Been
Filed With the Commission
Page 1
<PAGE> 34
Confidential Treatment Requested
The Redacted Material Has Been
Filed With the Commission
SCHEDULE 4
CUSTOMER LIST AND FINANCIAL INFORMATION
<TABLE>
<CAPTION>
ACCT NO. CUSTOMER CR NAME UNITS MO. REV. MO. RENT 0-30 31-60 61-90 90+ BALANCE
- - -------- -------- ------- ----- -------- -------- -------- -------- -------- ----- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
M07595 * * 7 105.00 0.00 0.00 0.00 0.00 0.00
M07986 * * 8 136.00 0.00 0.00 428.40 0.00 428.40
M00030 * * 13 195.00 0.00 0.00 0.00 0.00 0.00
* 28 436.00 390.00 0.00 0.00 428.40 0.00 428.40
* 1 0.00 0.00 0.00 0.00 0.00 0.00
M05258 * * 14 210.00 0.00 0.00 0.00 0.00 0.00
M05752 * * 26 442.00 0.00 0.00 0.00 0.00 0.00
* 41 652.00 390.00 0.00 0.00 0.00 0.00 0.00
M05486 * * 23 345.00 0.00 0.00 0.00 0.00 0.00
* 23 345.00 390.00 0.00 0.00 0.00 0.00 0.00
M05262 * * 8 128.00 0.00 0.00 0.00 0.00 0.00
M05254 * * 4 64.00 0.00 0.00 403.20 0.00 403.20
M09465 * * 4 64.00 0.00 0.00 0.00 0.00 0.00
* 16 256.00 390.00 0.00 0.00 403.20 0.00 403.20
M06333 * * 7 112.00 0.00 0.00 0.00 0.00 0.00
M08558 * * 1 600.00 1,260.00 0.00 (537.60) 0.00 722.40
* 8 712.00 390.00 1,260.00 0.00 (537.60) 0.00 722.40
M07289 * * 8 136.00 0.00 0.00 0.00 0.00 0.00
M07219 * * 4 60.00 0.00 0.00 0.00 0.00 0.00
M05761 * * 13 195.00 0.00 0.00 0.00 0.00 0.00
M05857 * * 16 240.00 0.00 1,512.00 2,469.60 0.00 3,981.60
M05921 * * 14 210.00 0.00 0.00 661.50 0.00 661.50
M06766 * * 3 45.00 0.00 0.00 141.75 0.00 141.75
* 58 886.00 390.00 0.00 1,512.00 3,272.85 0.00 4,784.85
M05500 * * 6 102.00 0.00 0.00 0.00 0.00 0.00
M05621 * * 4 68.00 71.40 0.00 107.10 0.00 178.50
M05435 * * 9 153.00 0.00 0.00 0.00 0.00 0.00
* 19 323.00 390.00 71.40 0.00 107.10 0.00 178.50
M05604 * * 8 120.00 0.00 0.00 378.00 0.00 378.00
* 8 120.00 390.00 0.00 0.00 378.00 0.00 378.00
M05393 * * 18 270.00 0.00 0.00 1,701.00 0.00 1,701.00
M07900 * * 7 150.00 0.00 0.00 0.00 0.00 0.00
* 25 375.00 390.00 0.00 0.00 1,701.00 0.00 1,701.00
M07690 * * 30 510.00 0.00 0.00 0.00 0.00 0.00
M06635 * * 7 105.00 330.75 0.00 0.00 0.00 330.75
</TABLE>
<PAGE> 35
Confidential Treatment Requested SCHEDULE 4
The Redacted Material Has Been
Filed With the Commission
CUSTOMER LIST AND FINANCIAL INFORMATION
<TABLE>
<CAPTION>
ACCT # CUSTOMER CR NAME UNITS MO. REV. MO. RENT 0-30 31-60 61-90 90+ BALANCE
- - -------- -------- ------- ----- -------- -------- -------- -------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
* 37 615.00 390.00 330.75 0.00 0.00 0.00 330.75
M05852 * * 6 96.00 0.00 0.00 0.00 0.00 0.00
M07572 * * 6 96.00 0.00 0.00 0.00 0.00 0.00
M09877 * * 5 85.00 267.75 0.00 328.13 (372.75) 223.13
M05803 * * 6 96.00 0.00 0.00 0.00 859.60 859.60
M05485 * * 36 576.00 0.00 0.00 0.00 0.00 0.00
M09582 * * 6 108.00 0.00 340.20 0.00 614.08 954.28
M05390 * * 21 336.00 0.00 0.00 655.20 504.00 1,159.20
M05823 * * 3 48.00 0.00 0.00 0.00 0.00 0.00
* 89 1,441.00 390.00 267.75 340.20 983.33 1,604.93 3,196.21
M05343 * * 15 255.00 803.25 0.00 0.00 0.00 803.25
M08273 * * 17 0.00 0.00 0.00 0.00 0.00 0.00
* 32 255.00 390.00 803.25 0.00 0.00 0.00 803.25
M05819 * * 60 960.00 0.00 0.00 3,024.00 24.00 3,048.00
* 60 960.00 390.00 0.00 0.00 3,024.00 24.00 3,048.00
M09999 * * 8 136.00 467.25 0.00 0.00 0.00 467.25
M05734 * * 4 60.00 0.00 0.00 0.00 0.00 0.00
* 12 196.00 390.00 467.25 0.00 0.00 0.00 467.25
* 0 0.00 0.00
* 0 0.00 390.00 0.00 0.00 0.00 0.00 0.00
M05518 * * 15 225.00 0.00 0.00 1,417.50 0.00 1,417.50
M05812 * * 9 135.00 0.00 0.00 0.00 94.50 94.50
* 24 360.00 390.00 0.00 0.00 1,417.50 94.50 1,512.00
M05523 * * 23 391.00 0.00 0.00 2,463.30 289.80 2,753.10
M05769 * * 6 102.00 0.00 0.00 0.00 0.00 0.00
M07947 * * 3 0.00 0.00 0.00 127.59 (129.89) (2.30)
M07947 * * 3 40.50 0.00 0.00 0.00 0.00 0.00
M05403 * * 7 119.00 0.00 0.00 749.70 0.00 749.70
* 42 652.50 390.00 0.00 0.00 3,340.59 159.91 3,500.50
M09952 * * 7 140.00 519.75 0.00 0.00 0.00 519.75
M06016 * * 5 80.00 0.00 0.00 0.00 0.00 0.00
M05386 * * 8 120.00 0.00 0.00 0.00 624.38 624.38
M07241 * * 6 90.00 0.00 0.00 283.50 634.00 917.50
26 430.00 390.00 519.75 0.00 283.50 1,258.38 2,061.63
0.00
</TABLE>
Page 2
<PAGE> 36
Confidential Treatment Requested SCHEDULE 4
The Redacted Material Has Been
Filed With the Commission
CUSTOMER LIST AND FINANCIAL INFORMATION
<TABLE>
<CAPTION>
ACCT # CUSTOMER CR NAME UNITS MO. REV. MO. RENT 0-30 31-60 61-90 90+ BALANCE
- - -------- -------- ------- ----- -------- -------- -------- -------- -------- ----- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
* 0 0.00 390.00 0.00 0.00 0.00 0.00 0.00
MP5279 * * 15 240.00 0.00 0.00 0.00 0.00 0.00
MP9951 * * 3 60.00 0.00 0.00 0.00 0.00 0.00
M06212 * * 3 45.00 141.75 0.00 0.00 0.00 141.75
M05417 * * 17 255.00 0.00 0.00 0.00 0.00 0.00
* 38 600.00 390.00 141.75 0.00 0.00 0.00 141.75
M07713 * * 7 87.50 0.00 0.00 0.00 0.00 0.00
* 7 87.50 235.00 0.00 0.00 0.00 0.00 0.00
MO5797 * * 15 225.00 0.00 0.00 0.00 0.00 0.00
* 15 225.00 235.00 0.00 0.00 0.00 0.00 0.00
MO7799 * * 2 27.00 0.00 0.00 0.00 0.00 0.00
* 2 27.00 235.00 0.00 0.00 0.00 0.00 0.00
* * 1 0.00 0.00 0.00 0.00 0.00 0.00
MO5486 * * 5 70.00 0.00 0.00 0.00 0.00 0.00
MO5857 * * 28 392.00 0.00 0.00 0.00 0.00 0.00
MO5476 * * 11 154.00 0.00 0.00 0.00 0.00 0.00
* 45 616.00 235.00 0.00 0.00 0.00 0.00 0.00
* 0 0.00
* 0 0.00 340.00 0.00 0.00 0.00 0.00 0.00
GRAND TOTAL 655 10,570.00 8,740.00 3,861.90 1,852.20 14,801.87 3,141.72 23,657.69
ANNUALIZED REVENUE 126,840.00
</TABLE>
Page 3
<PAGE> 37
SCHEDULE 5
OTHER ASSETS
<TABLE>
<CAPTION>
Quantity Description Model # Serial #
- - -------- ----------- ------- --------
<S> <C> <C> <C>
1 * T5198A 495CVJ0024
1 * N/A N/A
1 * N/A N/A
</TABLE>
Confidential Treatment Requested
The Redacted Material Has Been
Filed With the Commission
Page 1
<PAGE> 38
Schedule 6
Contracts
All contracts with users of the Channels as of the Closing Date,
whether now or hereafter existing. The form of contract Seller will execute in
the future with its users is attached to this Schedule 6 as Exhibit 6-A and
copies of all contracts currently existing are attached to this Schedule as
Exhibit 6-B.
<PAGE> 39
EXHIBIT 6-A
CHAMPION COMMUNICATION SERVICES, INC. (CCSI)
<TABLE>
<S> <C>
- - -------------------------------------------------------------------------------------------------------
Subscription Agreement
- - -------------------------------------------------------------------------------------------------------
Salesperson Dealer Client Acct. #
----------------------------- ------------------ -------------------
Client hereby agrees to subscribe, from CCSI ("Company"), to the Trunking communication services
("Service") listed below under the terms and conditions set forth herein and on the reverse side
of this Agreement.
Client Name Mail Invoice to: (If different from Business Address)
-----------------------------
Business Contact Billing Contact
----------------------------- -------------------------------------
Business Address Business Address
----------------------------- ------------------------------------
City State Zip City State Zip
------------ ------ ------------- ------------- ---------- ------------
Phone Fax Phone Fax
-------------- --------------------- ------------------- ---------------------
Estimated Effective Date Billing Cycle Q S A
--------------------- -------- -------- ---------
System Type: UHF/TBAND 800 MHz Other S.I.C. Code
--- --- --- ----------------------------------------
- - -------------------------------------------------------------------------------------------------------
Billing Information
- - -------------------------------------------------------------------------------------------------------
- - -------------------------------------------
Site Fleet/Subfleet Quantity Unit Rate Per Month User Charge
- - -------------------------------------------
x $ = $
- - ------------------------------------------- ----------- -------------------- ------------
x $ = $
- - ------------------------------------------- ----------- -------------------- ------------
x $ = $
- - ------------------------------------------- ----------- -------------------- ------------
x $ = $
- - ------------------------------------------- ----------- -------------------- ------------
x $ = $
- - ------------------------------------------- ----------- -------------------- ------------
x $ = $
- - ------------------------------------------- ----------- -------------------- ------------
x $ = $
- - ------------------------------------------- ----------- -------------------- ------------
x $ = $
- - ------------------------------------------- ----------- -------------------- ------------
x $ = $
- - ------------------------------------------- ----------- -------------------- ------------
x $ = $
- - ------------------------------------------- ----------- -------------------- ------------
Subtotal $
------------
Payable In Advance: Annually (subtotal x 12) $
--------------------------
Semi-Annually (subtotal x 6) $
--------------------------
Quarterly (subtotal x 3) $
--------------------------
Activation Fee: $
--------------------------
Tax: $
--------------------------
Amount Due with Contracts: $
--------------------------
- - -------------------------------------------------------------------------------------------------------
Client Approval
- - -------------------------------------------------------------------------------------------------------
The undersigned hereby acknowledges and represents that (i) he/she has read both sides of this
Agreement, (ii) he/she understands and agrees to all of the terms, conditions and provisions contained
herein; and (iii) he/she has the authority to execute this Agreement on behalf of the Client.
NON-RECEIPT OF INVOICE DOES NOT RELIEVE CLIENT FROM THE OBLIGATION TO PAY USER CHARGES DUE UNDER
THIS AGREEMENT.
Approved By (Please Print) (Title) Date
----------------------------- --------------- ----------------
Signature
---------------------------------------------
- - -------------------------------------------------------------------------------------------------------
Dealer Information
- - -------------------------------------------------------------------------------------------------------
Dealer Name: Phone #:
------------------------------ --------------------------------------------
Address: Fax #:
------------------------------ --------------------------------------------
City/State/Zip: Contact:
------------------------------ --------------------------------------------
</TABLE>
<PAGE> 40
EXHIBIT 6-A
TERMS OF AGREEMENT
Whereas Champion Communication Services, Inc. (CCSI) is engaged in
providing private mobile radio service as authorized by the Federal
Communications Commission and, as such, shall own, operate and maintain the
Trunking system at the location given on the reverse side hereof and is willing
to contract for the provision of said service, and
Whereas Client identified on the reverse side has or will receive as
appropriate license from the Federal Communications Commission, wishes to
obtain the service provided by CCSI and acknowledges that CCSI has no legal
obligation to provide such service except as provided by this Agreement.
Now therefore, CCSI and Client agree as follows:
1. Payment, Terms and Renewal. (a) During the initial term and
each successive term of this agreement, Client agrees to pay for the Service
(in advance) by making timely payment of each installment of the User Charge
provided for on the front side hereof. The payment date for payments to be made
"annually" shall be made on or before the date on which the initial term or any
successive term commences hereunder ("commencement date"); the payment date for
payments to be made "semi-annually" shall be made on or before the commencement
date and on or before the day commencing the seventh month next following the
commencement date, and the payment date for payments to be made "quarterly"
shall be made on or before the commencement date and on or before date
commencing the fourth, the seventh, and the tenth month next following the
commencement date. Client understands that, subject to prior termination
hereunder, the commencement of each term or successive term obligates Client to
make all payments due hereunder during the remaining term. The initial term of
this agreement shall be for twelve consecutive months following the
commencement date. The initial term (and any extended term) shall be
automatically extended for an additional term of twelve consecutive months
following the anniversary of the date commencing such initial or extended
term, UNLESS one party gives the other party, at least thirty (30) days prior
to the end of the term or extended term, written notice of its intent to
terminate this agreement.
2. Chance of User Charge/Prior Termination. CCSI may increase,
prospectively, the user charge payable hereunder for the Service, at any time
and from time to time, provided CCSI gives Client at least sixty (60) days'
notice ("change notice") stating the new user charge and the date upon which
it will become effective ("change date"). If Client receives a change notice
hereunder, Client may thereafter terminate this agreement as of the date
immediately prior to the change date, provided Client gives CCSI notice, at
least thirty (30) days prior to the change date, of Client's intent to
terminate this agreement by reason of the change notice. CCSI may, at any time
and from time to time, either terminate this Agreement or temporarily
discontinue the Service, without incurring liability or obligation to Client,
provided CCSI gives Client notice ("termination notice") of its intent to take
such action and of the date ("termination date") on which the action will take
effect. If CCSI terminates this agreement for a breach of this agreement and
CCSI ("for cause"), such termination shall terminate and relieve CCSI of its
obligation to provide the Service after the termination date, but shall neither
terminate nor relieve Client of its obligation to make payments thereafter due
hereunder through the end of the term in effect on the termination date. In the
event of a prior termination of this agreement by CCSI (other than for cause)
or by Client, CCSI shall refund to Client any user charges prepaid by Client
for and attributable to the time period after the change date or the
termination date, as applicable. In the event of a prior termination of this
agreement by CCSI for cause, CCSI shall have no obligation to refund to Client
any user charges prepaid by Client for and attributable to the time period
after the termination and may enforce any and all other remedies against Client
as are available under this agreement or otherwise.
3. Modifications. Client must notify CCSI of the increase or
decrease in unit count. If when the Client modifies its unit count, the Service
Term shall be automatically renewed for a period of twelve (12) months. If the
Client's equipment is lost, stolen or destroyed, the Client must notify CCSI in
writing within 30 days and the Client is responsible for all service charges
until such notice is reported to CCSI.
4. Assign; Subcontract. This Agreement is a privilege for the
personal benefit of Client and may not be assigned in whole or in part by
Client to any other person. CCSI reserves the right to subcontract any of its
obligations hereunder.
5. System Access Codes/Unauthorized Use. CCSI owns and shall
retain the exclusive right to issue, modify, withdraw or remove, with or
without cause, all or any of the codes used to gain access to the Service
("Service Access Codes"). Client shall not have (and expressly disclaims) any
present or future right or claim of right with respect to System Access Codes,
and no such right or claim of right shall be implied or otherwise arise as a
result of this agreement. Client agrees to make all units available for
modification, change, withdrawal or removal of System Access Codes at any time
requested (verbally or in writing) and immediately after being requested, by
CCSI.
6. Client Covenants. Client agrees (a) to observe and abide by all
applicable statutes, laws, ordinances, rules and regulations, including those
imposed by the Federal Communications Commission; (b) to operate its equipment
so as not to cause undue interference with any other Clients using the
Trunking system (the "system") identified on the reverse side; (c) not to use
more units on the system than the number of units (the "authorized units")
specifically authorized on the reverse side, or make any other use of the
system not specifically authorized by CCSI hereunder ("unauthorized use"); (d)
to not permit any person or entity under its control, employ, or with whom it
is in a contractual or other relationship, to use more than the authorized
units on, or to engage in any unauthorized use of, the system; and (e) if
Client learns of any such coverage or other form of unauthorized use of the
system by any person or entity, to notify CCSI immediately of the circumstances
thereof.
7. Coverage. Client acknowledges 100 percent coverage of any area
at all times is improbable. Experience with actual field conditions and from
tests made indicate adverse propagation conditions, such as short term
unpredictable meteorological effects and sky wave interference from distant
stations, can interrupt service at times. Other causes beyond reasonable
control of CCSI are motor ignition, and other electrical noise that could be
minimized by corrective devices at Client's expense. Satisfactory communication
performance is generally viewed as intelligible reception over rolling terrain
approximately 90 percent of the time. Any surveys, if provided, are to indicate
general parameters or expected coverage, subject to previous mentioned
conditions, and are not binding as an exact representation of coverage.
8. Breach and Remedies. Time is of the essence in the performance
of this agreement, and, subject to Sections 1 and 2 hereof, Client is and shall
remain liable for all user charges and other applicable costs through the end of
the term hereof. If, (a) Client fails to make any payment required hereunder
when due or fails the full amount owed upon any acceleration hereunder, or (b)
Client fails to pay when due any cost, expense, reimbursement or other amount
payable hereunder, or (c) Client fails to timely perform any term, covenant or
agreement contained herein, or (d) Client becomes insolvent, makes or attempts
to make an assignment or other arrangement for the benefit of its creditors, or
(e) client becomes, in CCSI's judgment, unable to make payments required
hereunder when due or CCSI deems itself insecure with respect to Client's
timely performance of its obligations hereunder, including its payment
obligations, then CCSI shall have the right, upon notice to Client thereof
("default notice"), to terminate all of CCSI's obligations under this agreement
and to discontinue the Service to Client. Upon delivery of any default notice
to Client, (i) Client shall immediately cease using the Service and the Access
Codes, (ii) all user charges then thereafter due and owing to CCSI through the
end of the term shall be accelerated, and shall become immediately due and
payable, without notice or presentment, acceleration or other demand, the right
to such notice or demand being hereby expressly waived by Client, and (iii)
Client shall automatically become liable for and shall pay all sums due and
owing CCSI, including accelerated user charges, interest on past due amounts,
and other charges payable hereunder. Client shall pay CCSI a charge of $25.00
for any check or other instrument tendered to CCSI by Client returned to CCSI
as unpaid for any reason, and following any such return, CCSI may require
Client to make payment hereunder in cash, by money order, by confirmed wire
transfer, or by any other similarly secure form of payment. Interest shall
accrue and be payable by Client on all past due accounts at the highest rate
allowed under applicable law or at eighteen percent (18%) per annum, compounded
daily, whichever is the lesser rate. Upon any breach or default hereunder, CCSI
shall have the right to retain all payments theretofore made hereunder without
obligation to Client and to impose a charge of $50.00 for disconnecting and an
additional charge of $50.00 for reconnecting the Service. All rights and
remedies of CCSI hereunder are cumulative of and not in lieu of all other
rights and remedies available to CCSI at law or in equity, and the exercise of
any right or remedy hereunder shall not be deemed or construed as an election
of remedies.
9. Disputes. If Client disputes any service charges, Client must
pay the entire amount set forth on the invoice and submit a written explanation
of Client's dispute within forty-five (45) days from the date of the invoice.
If Company determines that an error was made, Company shall credit the Client's
account in the amount of the error.
10. Liability; Indemnifications; Interruption of Service; Force
Majeure. Except for its own acts if gross negligence or willful misconduct,
CCSI shall not be liable to Client or any other person for any loss or damage,
regardless of cause or negligence on CCSI's part. CCSI does not assume and
shall have no liability under this Agreement for failure to provide, or delay
in providing, service due directly or indirectly to causes beyond the control
and without the fault or negligence of CCSI or its subcontractors, including,
but not restricted to, acts of God, of governmental entities, or of the public
convey, strikes, or unusually severe weather conditions.
CLIENT'S SOLE REMEDY FOR ANY SUCH FAILURE OR DELAY SHALL BE LIMITED TO
A PRO RATA ALLOWANCE BASED ON THE USER CHARGE FOR THE TIME SUCH FAILURE OR
DELAY IS ATTRIBUTABLE TO THE FAULT OF CCSI OR ITS SUBCONTRACTORS. CLIENT
AGREES, HOWEVER, THAT NO ALLOWANCE WILL BE GIVEN IF SUCH SINGLE FAILURE OR
DELAY DOES NOT EXCEED 72 HOURS.
Client will indemnify and hold CCSI harmless from any loss, damage or
liability, consequential or otherwise, occasioned by, growing out of or arising
from any act or failure to act by Client, its agents or employees.
IN NO EVENT SHALL CCSI BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES
11. Amendment. No revision of this Agreement shall be valid unless
made in writing and signed by an officer of CCSI and an authorized agent of
Client.
12. Entire Agreement. This Agreement constitutes the entire
agreement of the parties and shall supersede all prior effort, negotiations and
agreements.
13. No Waiver. Failure or delay on the part of CCSI to exercise any
right, remedy, power or privilege (collectively, "remedy") shall not operate as
a waiver thereof or of any other remedy, nor shall any exercise or failure or
delay in exercising any such remedy by CCSI with respect to a default hereunder
be deemed or construed as a waiver of future defaults of the same or similar
nature.
14. Severability. If any provision of this Agreement or the
application thereof to any person or circumstance shall, at any time or to any
extent, be invalid or unenforceable, the remainder of this Agreement shall not
be affected thereby.
15. Governing Law. THE LAWS OF THE STATE OF TEXAS SHALL GOVERN THE
VALIDITY, INTERPRETATION AND PERFORMANCE OF THIS AGREEMENT AND ANY CLAIM OR
CAUSE OF ACTION ARISING THEREFROM OR RELATED THERETO, SAVE AND EXCEPT ANY SUCH
LAW OR THE STATE OF TEXAS THAT WOULD APPLY THE LAWS OF ANY OTHER STATE OR
JURISDICTION.
16. Expenses of Enforcement. If Client is in default, Client shall
pay to CCSI all costs and expenses, including court costs and reasonable
attorneys' fees, incurred by CCSI in exercising any of its rights or remedies
hereunder or enforcing any of the provisions hereof.
17. Headings. The headings used herein are solely for the purpose
of reference.
18. Notice. Any notice or demand required or permitted to be given
or made hereunder shall be given or made by certified or registered mail or
Western Union mailgram to the addresses given on the reverse side. CCSI or
Client may from time to time designate any other address for this purpose by
written notice to the other party.
<PAGE> 41
Schedule 6-B
<PAGE> 42
-------------------------
SHARED REPEATER
USER AGREEMENT
-------------------------
COMPANY NAME: * M09465 START DATE: 12-1-95
BILLING ADDRESS: * TERM: 1 Year - auto renewal
CITY/STATE: * ZIP CODE: *
PHONE NUMBER: * FAX #: *
CONTRACT NAME: *
Shared Repeater UTILIZED: *
Location: *
NEW CONTRACT XX ADDITION TO EXISTING CONTRACT # SUPERSEDES
--
MONTHLY USER TOTAL UNITS FEATURE CHANGE SALES TAX TOTAL MONTHLY
CHARGE (3 UNIT MINIMUM) CHARGE ______% USER CHARGE
16.00 X 4 + + = $ 64.00
------
PAYABLE IN ADVANCE:
ANNUALLY (monthly user charge X 12) $
SEMI-ANNUALLY (monthly user charge X 6) $
QUARTERLY (monthly user charge X 3) $192.00
CONNECTION FEE: $ 0.00
AMOUNT DUE WITH CONTRACT: $
- - ------------------------------------------------------------------
CONT. STATION MOBILE PORTABLE PAGER TOTAL UNITS
- - ------------- ------ -------- ----- -----------
1 3 4
- - ------------------------------------------------------------------
CLIENT CHAMPION COMMUNICATION SERVICES, INC.
Company Name: By: Penni Welter
--------------- ------------
By: Title: Customer Service Manager
--------------- ------------------------
Title: --------------- Address: 1610 Woodstead Court o Suite 330
The Woodlands, TX 77380
Date Signed: Telephone: 800-614-6500 / 713-362-0144
--------------- Telefax: 713-364-1901
THE TERMS AND CONDITIONS OF THIS AGREEMENT ARE PRINTED ON BOTH SIDES
OF THIS SHEET.
IT IS IMPORTANT THAT YOU THOROUGHLY READ BOTH SIDES BEFORE YOU SIGN. PLEASE
BE SURE THAT NONE OF THE ABOVE ARE LEFT BLANK AND OBTAIN A COPY OF THIS
CONTRACT BEARING YOUR SIGNATURE.
NON-RECEIPT OF INVOICE DOES NOT RELIEVE CLIENT FROM THE OBLIGATION TO PAY USER
CHARGES DUE UNDER THIS AGREEMENT.
- - -------------------------------------------------------------------------------
Repeater #: 170 FOR OFFICE USE ONLY: Date Code Sent: M.S. had it
taken care of
- - -------------------------------------------------------------------------------
Frequency: * Service Shop: Contact:
- - -------------------------------------------------------------------------------
Frequency: RX * Address:
- - -------------------------------------------------------------------------------
PL/DPL Code: 464 City/State: Phone #:
- - -------------------------------------------------------------------------------
DEALER NAME: PHONE #:
----------------------- ----------------------------
ADDRESS: FAX #:
----------------------- ----------------------------
CONTACT:
----------------------- ----------------------------
Confidential Treatment Requested
The Redacted Material Has Been
Filed With the Commission
<PAGE> 43
CHAMPION COMMUNICATION SERVICES, INC. (CCSI)
<TABLE>
<S> <C>
- - -------------------------------------------------------------------------------------------------------
Subscription Agreement
- - -------------------------------------------------------------------------------------------------------
Salesperson Herkert Dealer * Client Acct. #
----------------------------- ------------------ --------------------
Client hereby agrees to subscribe, from CCSI ("Company"), to the Trunking communication services
("Service") listed below under the terms and conditions set forth herein and on the reverse side
of this Agreement.
M09951
Client Name * Mail Invoice to: (If different from Business Address)
-----------------------------
Business Contact * Billing Contact
----------------------------- -------------------------------------
Business Address * Business Address
----------------------------- ------------------------------------
City * State * Zip * City State Zip
------------ ------ ------------- ------------- ---------- ------------
Phone * Fax Phone Fax
-------------- --------------------- ------------------- ---------------------
Estimated Effective Date 7-1-96 Billing Cycle Q X S A
--------------------- -------- -------- ---------
System Type: UHF/TBAND 800 MHz X Other S.I.C. Code
--- --- --- ----------------------------------------
- - -------------------------------------------------------------------------------------------------------
Billing Information
- - -------------------------------------------------------------------------------------------------------
*
- - -------------------------------------------
Site Fleet/Subfleet Quantity Unit Rate Per Month User Charge
- - -------------------------------------------
* A 3 x $ 20.00 = $ 60.00
- - ------------------------------------------- ----------- -------------------- ------------
x $ = $
- - ------------------------------------------- ----------- -------------------- ------------
x $ = $
- - ------------------------------------------- ----------- -------------------- ------------
x $ = $
- - ------------------------------------------- ----------- -------------------- ------------
x $ = $
- - ------------------------------------------- ----------- -------------------- ------------
x $ = $
- - ------------------------------------------- ----------- -------------------- ------------
x $ = $
- - ------------------------------------------- ----------- -------------------- ------------
x $ = $
- - ------------------------------------------- ----------- -------------------- ------------
x $ = $
- - ------------------------------------------- ----------- -------------------- ------------
x $ = $
- - ------------------------------------------- ----------- -------------------- ------------
Subtotal $ 60.00
------------
Payable In Advance: Annually (subtotal x 12) $
--------------------------
Semi-Annually (subtotal x 6) $
--------------------------
Quarterly (subtotal x 3) $ 180.00
--------------------------
Activation Fee: $ 75.00
--------------------------
Tax: $ 12.75
--------------------------
Amount Due with Contract: $ 267.75
--------------------------
- - -------------------------------------------------------------------------------------------------------
Client Approval
- - -------------------------------------------------------------------------------------------------------
The undersigned hereby acknowledges and represents that (i) he/she has read both sides of this
Agreement, (ii) he/she understands and agrees to all of the terms, conditions and provisions contained
herein; and (iii) he/she has the authority to execute this Agreement on behalf of the Client.
NON-RECEIPT OF INVOICE DOES NOT RELIEVE CLIENT FROM THE OBLIGATION TO PAY USER CHARGES DUE UNDER
THIS AGREEMENT.
Approved By (Please Print) Jim Wyche (Title) EPN OPS Date 6/20/96
----------------------------- --------------- ----------------
Signature /s/ JIM WYCHE
---------------------------------------------
- - -------------------------------------------------------------------------------------------------------
Dealer Information
- - -------------------------------------------------------------------------------------------------------
Dealer Name: * Phone #: *
------------------------------ --------------------------------------------
Address: * Fax #: *
------------------------------ --------------------------------------------
City/State/Zip: * Contact: Bruce Herkert
------------------------------ --------------------------------------------
</TABLE>
Confidential Treatment Requested
The Redacted Material Has Been
Filed With the Commission
<PAGE> 44
COMPANY NAME: * START DATE: 8-15-96
----------------- ------------------
BILLING ADDRESS: * TERM: 1 Year - auto renewal
----------------- ------------------------
CITY/STATE: * ZIP CODE: *
----------------- ------------------
PHONE NUMBER: * FAX #: (312) 638-3620
----------------- ------------------
CONTRACT NAME: *
-----------------
SHARED REPEATER UTILIZED: * Location: *
----------------- ------------------
NEW CONTRACT X ADDITION TO EXISTING CONTRACT # SUPERSEDES
--- ------- ------
MONTHLY USER TOTAL UNITS FUTURE CHANGE SALES TAX TOTAL MONTHLY
CHARGE (3 UNIT MINIMUM) CHARGE 5 % USER CHARGE
------
17.00 X 8 N/A + 6.80 = $142.80
------
PAYABLE IN ADVANCE:
ANNUALLY (monthly user charge X 12) $
------
SEMI-ANNUALLY (monthly user charge X 6) $
------
QUARTERLY (monthly user charge X 3) $428.40
------
CONNECTION FEE: (Taxable) $105.00
------
AMOUNT DUE WITH CONTRACT: $533.49
------
*Model #s must be provided
- - ------------------------------------------------------------------
CONT. STATION MOBILE PORTABLE PAGER TOTAL UNITS
- - ------------- ------ -------- ----- -----------
$ *
- - ------------------------------------------------------------------
CLIENT CHAMPION COMMUNICATION SERVICES, INC.
Company Name: * By: Leanne German
--------------- -------------
By: * Title: Customer Service Representative
--------------- -------------------------------
Title: President Address: 1610 Woodstead Court o Suite 330
-------------- The Woodlands, TX 77380
Date Signed: 7/24/96 Telephone: 800-614-6500 / 713-362-0144
-------------- Telefax: 713-364-1901
The above-signed hereby acknowledges and represents that (i) he/she has
read both sides of this Agreement, (ii) he/she understands and agrees to all of
the terms, conditions and provisions contained herein; and (iii) he/she has the
authority to execute this Agreement on behalf of the Client.
NON-RECEIPT OF INVOICE DOES NOT RELIEVE CLIENT FROM THE OBLIGATION TO
PAY USER CHARGES DUE UNDER THIS AGREEMENT.
- - -------------------------------------------------------------------------------
Repeater: FOR OFFICE USE ONLY: Date Code Sent:
- - ------------------------------------------------------------------------------
Frequency: Service Shop: Contact:
- - -------------------------------------------------------------------------------
Frequency: Address:
- - -------------------------------------------------------------------------------
PL/DPL Code: City/State: Phone #:
- - -------------------------------------------------------------------------------
DEALER NAME: PHONE:
----------------------- ----------------------------
ADDRESS: FAX #:
----------------------- ----------------------------
CITY/STATE/ZIP: CONTACT:
----------------------- ----------------------------
Confidential Treatment Requested
The Redacted Material Has Been
Filed With the Commission
<PAGE> 45
-------------------------
COMMUNITY REPEATER
SUBSCRIPTION AGREEMENT
-------------------------
COMPANY NAME: * START DATE: 5/10/96
BILLING ADDRESS: * TERM: 1 Year - Auto Renewal
CITY/STATE: * ZIP CODE: *
PHONE NUMBER: * FAX #:
CONTRACT NAME: *
SHARED REPEATER UTILIZED: * Location: *
NEW CONTRACT XX ADDITION TO EXISTING CONTRACT # SUPERSEDES
-- ------- ------
MONTHLY USER TOTAL UNITS FUTURE CHANGE SALES TAX TOTAL MONTHLY
CHARGE (3 UNIT MINIMUM) CHARGE 5.0 % USER CHARGE
------
17.00 X 5 + N/A + 4.25 = $ 89.25
------
PAYABLE IN ADVANCE:
ANNUALLY (monthly user charge X 12) $
------
SEMI-ANNUALLY (monthly user charge X 6) $
------
QUARTERLY XX (monthly user charge X 3) $167.75
------
CONNECTION FEE: (Taxable) $105.00
------
AMOUNT DUE WITH CONTRACT: $372.75
------
*Model #s must be provided
- - ------------------------------------------------------------------
CONT. STATION MOBILE PORTABLE PAGER TOTAL UNITS
- - ------------- ------ -------- ----- -----------
1 3 1 5 *
- - ------------------------------------------------------------------
CLIENT CHAMPION COMMUNICATION SERVICES, INC.
Company Name: * By: Penni Weiter
--------------- ------------
By: /s/ [ILLEGIBLE] Title: Customer Service Manager
--------------- ------------------------
Title: Vice President Address: 1610 Woodstead Court o Suite 330
-------------- The Woodlands, TX 77380
Date Signed: May 9, 1996 Telephone: 800-614-6500 / 713-362-0144
-------------- Telefax: 713-364-1901
The above-signed hereby acknowledges and represents that (i) he/she has
read both sides of this Agreement, (ii) he/she understands and agrees to all of
the terms, conditions and provisions contained herein; and (iii) he/she has the
authority to execute this Agreement on behalf of the Client.
NON-RECEIPT OF INVOICE DOES NOT RELIEVE CLIENT FROM THE OBLIGATION TO
PAY USER CHARGES DUE UNDER THIS AGREEMENT.
- - -------------------------------------------------------------------------------
Repeater: 302 FOR OFFICE USE ONLY: Date Code Sent:
- - ------------------------------------------------------------------------------
Frequency: * Service Shop: Contact:
- - -------------------------------------------------------------------------------
Frequency: * Address:
- - -------------------------------------------------------------------------------
PL/DPL Code: 445 City/State: Phone #:
- - -------------------------------------------------------------------------------
DEALER NAME: * PHONE: *
----------------------- ----------------------------
ADDRESS: * FAX #: *
----------------------- ----------------------------
CITY/STATE/ZIP: * CONTACT: Bob Calabress
----------------------- ----------------------------
--------------------------------
Confidential Treatment Requested
The Redacted Material Has Been
Filed With the Commission
<PAGE> 46
Schedule 7
Purchase Price Allocation
The purchase price shall be allocated as follows:
1. Repeater and Ancillary Equipment: *
2. Customer List: *
3. Non-Competition Agreement: *
4. Licenses: an amount equal to the remaining Purchase Price
Confidential Treatment Requested
The Redacted Material Has Been
Filed With the Commission
<PAGE> 1
INDEMNIFICATION AGREEMENT
THIS INDEMNIFICATION AGREEMENT (the "Agreement") is made and entered
into as of this _______ day of ______________, 1996, by and among Champion
Communication Services, Inc., a Delaware corporation (the "Company"), and
___________________________, a _____________ resident ("Indemnitee").
WHEREAS, competent and experienced persons are reluctant to serve or
to continue to serve corporations as directors or in other capacities unless
they are provided with adequate protection through insurance or indemnification
(or both) against claims and actions against them arising out of their service
to and activities on behalf of those corporations;
WHEREAS, the current uncertainties relating to the availability of
adequate insurance for directors and officers have increased the difficulty for
corporations to attract and retain competent and experienced persons;
WHEREAS, the Board of Directors of the Company has determined that the
continuation of present trends in litigation will make it more difficult to
attract and retain competent and experienced persons, that this situation is
detrimental to the best interests of the stockholders of the Company, and that
the Company should act to assure its directors and officers that there will be
increased certainty of adequate protection in the future;
WHEREAS, the Certificate of Incorporation of the Company requires the
Company to indemnify its directors and officers to the fullest extent permitted
by law;
WHEREAS, it is reasonable, prudent, and necessary for the Company to
obligate itself contractually to indemnify its directors and officers to the
fullest extent permitted by applicable law in order to induce them to serve or
continue to serve the Company;
WHEREAS, Indemnitee is willing to serve, continue to serve, and to
take on additional service for or on behalf of the Company on the condition
that he be indemnified to the fullest extent permitted by law; and
WHEREAS, concurrently with the execution of this Agreement, Indemnitee
is agreeing to serve or to continue to serve as a director or officer of the
Company.
NOW, THEREFORE, in consideration of the foregoing premises,
Indemnitee's agreement to serve or continue to serve as a director or officer
of the Company, and the covenants contained in this Agreement, the parties
hereto hereby covenant and agree as follows:
1. Certain Definitions:
(a) Acquiring Person: shall mean any Person other than
(i) the Company, (ii) any of the Company's Subsidiaries, (iii) any employee
benefit plan of the Company or of a Subsidiary of the Company or of a
corporation owned directly or indirectly by the stockholders
<PAGE> 2
of the Company in substantially the same proportions as their ownership of
stock of the Company, or (iv) any trustee or other fiduciary holding securities
under an employee benefit plan of the Company or of a Subsidiary of the Company
or of a corporation owned directly or indirectly by the stockholders of the
Company in substantially the same proportions as their ownership of stock of
the Company.
(b) Change in Control: shall be deemed to have occurred
if:
(i) any Acquiring Person, other than
_________________ or _______________, or any trust of which Messrs. ________ or
_______ have been or become the settlor or beneficiary, is or becomes the
"beneficial owner" (as defined in Rule l3d-3 under the Securities Exchange Act
of 1934, as amended (the "Exchange Act")), directly or indirectly, of
securities of the Company representing 20% or more of the combined voting power
of the then outstanding Voting Securities of the Company; or
(ii) members of the Incumbent Board cease for
any reason to constitute at least a majority of the Board of Directors of the
Company; or
(iii) a public announcement is made of a tender
or exchange offer by any Acquiring Person for 50% or more of the outstanding
Voting Securities of the Company, and the Board of Directors of the Company
approves or fails to oppose that tender or exchange offer in its statements in
Schedule 14D-9 under the Exchange Act; or
(iv) the stockholders of the Company approve a
merger or consolidation of the Company with any other corporation or
partnership (or, if no such approval is required, the consummation of such a
merger or consolidation of the Company), other than a merger or consolidation
that would result in the Voting Securities of the Company outstanding
immediately prior to the consummation thereof continuing to represent (either
by remaining outstanding or by being converted into Voting Securities of the
surviving entity or of a parent of the surviving entity) a majority of the
combined voting power of the Voting Securities of the surviving entity (or its
parent) outstanding immediately after that merger or consolidation; or
(v) the stockholders of the Company approve a
plan of complete liquidation of the Company or an agreement for the sale or
disposition by the Company of all or substantially all the Company's assets
(or, if no such approval is required, the consummation of such a liquidation,
sale, or disposition in one transaction or series of related transactions)
other than a liquidation, sale, or disposition of all or substantially all the
Company's assets in one transaction or a series of related transactions to a
corporation owned directly or indirectly by the stockholders of the Company in
substantially the same proportions as their ownership of stock of the Company.
(c) Claim: any threatened, pending, or completed action,
suit, or proceeding (including, without limitation, securities laws actions,
suits, and proceedings), or any inquiry or investigation (including discovery),
whether conducted by the Company or any other party, that
2
<PAGE> 3
Indemnitee in good faith believes might lead to the institution of any action,
suit, or proceeding, whether civil, criminal, administrative, investigative, or
other.
(d) Company: Champion Communication Services, Inc., a
Delaware corporation.
(e) Expenses: all costs, expenses (including attorneys'
and expert witnesses' fees), and obligations paid or incurred in connection
with investigating, defending (including affirmative defenses and
counterclaims), being a witness in, or participating in (including on appeal),
or preparing to defend, be a witness in, or participate in, any Claim relating
to any Indemnifiable Event.
(f) Incumbent Board: individuals who, as of __________,
199__, constitute the Board of Directors of the Company and any other
individual who becomes a director of the Company after that date and whose
election or appointment by the Board of Directors or nomination for election by
the Company's stockholders was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board.
(g) Indemnifiable Event: any event or occurrence related
to the fact that Indemnitee is or was a director, officer, employee, agent, or
fiduciary of the Company, or is or was serving at the request of the Company as
a director, officer, employee, trustee, agent, or fiduciary of another
corporation, partnership, joint venture, employee benefit plan, trust, or other
enterprise, or by reason of any thing done or not done by Indemnitee in any
such capacity. For purposes of this Agreement, the Company agrees that
Indemnitee's service on behalf of or with respect to any Subsidiary of the
Company shall be deemed to be at the request of the Company.
(h) Person: shall mean any person or entity of any
nature whatsoever, specifically including an individual, a firm, a company, a
corporation, a partnership, a trust, or other entity. A Person, together with
that Person's Affiliates and Associates (as those terms are defined in Rule
12b-2 under the Exchange Act), and any Persons acting as a partnership, limited
partnership, joint venture, association, syndicate, or other group (whether or
not formally organized), or otherwise acting jointly or in concert or in a
coordinated or consciously parallel manner (whether or not pursuant to any
express agreement), for the purpose of acquiring, holding, voting, or disposing
of securities of the Company with such Person, shall be deemed a single
"Person."
(i) Potential Change in Control: shall be deemed to have
occurred if (i) the Company enters into an agreement, the consummation of which
would result in the occurrence of a Change in Control; (ii) any Person
(including the Company) publicly announces an intention to take or to consider
taking actions that, if consummated, would constitute a Change in Control;
(iii) any Acquiring Person (other than _________________ or _________________,
or any trust of which Messrs. ________ or ________ have been or become the
settlor or beneficiary) who is or becomes the beneficial owner, directly or
indirectly, of securities of the Company representing 10% or more of the
combined voting power of the then outstanding Voting Securities of the Company
increases his beneficial ownership of such securities by 5% or more over the
percentage
3
<PAGE> 4
so owned by that Person on the date hereof; or (iv) the Board of Directors of
the Company adopts a resolution to the effect that, for purposes of this
Agreement, a Potential Change in Control has occurred.
(j) Reviewing Party: any appropriate Person or body
consisting of a member or members of the Company's Board of Directors or any
other Person or body appointed by the Board (including Special Counsel referred
to in Section 3) who is not a party to the particular Claim for which
Indemnitee is seeking indemnification.
(k) Special Counsel: special, independent counsel
selected by Indemnitee and approved by the Company (which approval shall not be
unreasonably withheld), and who has not otherwise performed services for the
Company or for Indemnitee within the last three years (other than as Special
Counsel under this Agreement or similar agreements).
(l) Subsidiary: with respect to any Person, any
corporation or other entity of which a majority of the voting power of the
voting equity securities or equity interest is owned, directly or indirectly,
by that Person.
(m) Voting Securities: any securities that vote
generally in the election of directors, in the admission of general partners,
or in the selection of any other similar governing body.
2. Basic Indemnification and Expense Reimbursement Arrangement.
(a) In the event Indemnitee was, is, or becomes a party
to or witness or other participant in, or is threatened to be made a party to
or witness or other participant in, a Claim by reason of (or arising in part
out of) an Indemnifiable Event, the Company shall indemnify Indemnitee to the
fullest extent permitted by law as soon as practicable but in any event no
later than 30 days after written demand is presented to the Company, against
any and all Expenses, judgments, fines, penalties, and amounts paid in
settlement (including all interest, assessments, and other charges paid or
payable in connection with or in respect of such Expenses, judgments, fines,
penalties, or amounts paid in settlement) of or with respect to that Claim.
Notwithstanding the foregoing, the obligations of the Company under Section
2(a) shall be subject to the condition that the Reviewing Party shall not have
determined (in a written opinion, in any case in which Special Counsel referred
to in Section 3 hereof is involved) that Indemnitee would not be permitted to
be indemnified under applicable law. Nothing contained in this Agreement shall
require any determination under this Section 2(a) to be made by the Reviewing
Party prior to the disposition or conclusion of the Claim against the
Indemnitee; provided, however, that Expense Advances shall continue to be made
by the Company pursuant to and to the extent required by the provisions of
Section 2(b).
(b) If so requested by Indemnitee, the Company shall pay
any and all Expenses incurred by Indemnitee (or, if applicable, reimburse
Indemnitee for any and all Expenses incurred by Indemnitee and previously paid
by Indemnitee) within two business days after such request (an "Expense
Advance"). The Company shall be obligated to make or pay an Expense Advance in
4
<PAGE> 5
advance of the final disposition or conclusion of any Claim. In connection
with any request for an Expense Advance, if requested by the Company,
Indemnitee or Indemnitee's counsel shall submit an affidavit stating that the
Expenses incurred were reasonable. Any dispute as to the reasonableness of any
Expense shall not delay an Expense Advance by the Company, and the Company
agrees that any such dispute shall be resolved only upon the disposition or
conclusion of the underlying Claim against the Indemnitee. If, when, and to
the extent that the Reviewing Party determines that Indemnitee would not be
permitted to be indemnified with respect to a Claim under applicable law, the
Company shall be entitled to be reimbursed by Indemnitee and Indemnitee hereby
agrees to reimburse the Company without interest (which agreement shall be an
unsecured obligation of Indemnitee) for all related Expense Advances
theretofore made or paid by the Company; provided, however, that if Indemnitee
has commenced legal proceedings in a court of competent jurisdiction to secure
a determination that Indemnitee should be indemnified under applicable law, any
determination made by the Reviewing Party that Indemnitee would not be
permitted to be indemnified under applicable law shall not be binding and
Indemnitee shall not be required to reimburse the Company for any Expense
Advance, and the Company shall be obligated to continue to make Expense
Advances, until a final judicial determination is made with respect thereto (as
to which all rights of appeal therefrom have been exhausted or lapsed). If
there has not been a Change in Control, the Reviewing Party shall be selected
by the Board of Directors of the Company. If there has been a Change in
Control, the Reviewing Party shall be advised by or shall be Special Counsel
referred to in Section 3 hereof, if and as Indemnitee so requests. If there
has been no determination by the Reviewing Party or if the Reviewing Party
determines that Indemnitee substantively would not be permitted to be
indemnified in whole or in part under applicable law, Indemnitee shall have the
right to commence litigation in any court in the State of Delaware having
subject matter jurisdiction thereof and in which venue is proper seeking an
initial determination by the court or challenging any such determination by the
Reviewing Party or any aspect thereof, and the Company hereby consents to
service of process and to appear in any such proceeding. Any determination by
the Reviewing Party otherwise shall be conclusive and binding on the Company
and Indemnitee.
3. Change in Control. The Company agrees that, if there is a
Change in Control and if Indemnitee requests in writing that Special Counsel
advise the Reviewing Party or be the Reviewing Party, then the Company shall
not deny any indemnification payments (and Expense Advances shall continue to
be paid by the Company pursuant to Section 2(b)) that Indemnitee requests or
demands under this Agreement or any other agreement or law now or hereafter in
effect relating to Claims for Indemnifiable Events. The Company further agrees
not to request or seek reimbursement from Indemnitee of any related Expense
Advances unless, with respect to a denied indemnification payment, Special
Counsel has rendered its written opinion to the Company and Indemnitee that the
Company would not be permitted under applicable law to pay Indemnitee such
indemnification payment. The Company agrees to pay the reasonable fees of
Special Counsel referred to in this Section 3 and to indemnify fully Special
Counsel against any and all expenses (including attorneys' fees), claims,
liabilities, and damages arising out of or relating to this Agreement or
Special Counsel's engagement pursuant hereto.
4. Establishment of Trust. In the event of a Potential Change in
Control, the Company shall, upon written request by Indemnitee, create a trust
for the benefit of Indemnitee
5
<PAGE> 6
(the "Trust") and from time to time upon written request of Indemnitee shall
fund the Trust in an amount sufficient to satisfy any and all Expenses
reasonably anticipated at the time of each such request to be incurred in
connection with investigating, preparing for, and defending any Claim relating
to an Indemnifiable Event, and any and all judgments, fines, penalties, and
settlement amounts of any and all Claims relating to an Indemnifiable Event
from time to time actually paid or claimed, reasonably anticipated, or proposed
to be paid. The amount or amounts to be deposited in the Trust pursuant to the
foregoing funding obligation shall be determined by the Reviewing Party, in any
situation in which Special Counsel referred to in Section 3 is involved. The
terms of the Trust shall provide that, upon a Change in Control, (i) the Trust
shall not be revoked or the principal thereof invaded, without the written
consent of Indemnitee; (ii) the trustee of the Trust shall advance, within two
business days of a request by Indemnitee, any and all Expenses to Indemnitee
(and Indemnitee hereby agrees to reimburse the Trust under the circumstances in
which Indemnitee would be required to reimburse the Company for Expense
Advances under Section 2(b) of this Agreement); (iii) the Trust shall continue
to be funded by the Company in accordance with the funding obligation set forth
above; (iv) the trustee of the Trust shall promptly pay to Indemnitee all
amounts for which Indemnitee shall be entitled to indemnification pursuant to
this Agreement or otherwise; and (v) all unexpended funds in that Trust shall
revert to the Company upon a final determination by the Reviewing Party or a
court of competent jurisdiction, as the case may be, that Indemnitee has been
fully indemnified under the terms of this Agreement. The trustee of the Trust
shall be chosen by Indemnitee. Nothing in this Section 4 shall relieve the
Company of any of its obligations under this Agreement.
5. Indemnification for Additional Expenses. The Company shall
indemnify Indemnitee against any and all costs and expenses (including
attorneys' and expert witnesses' fees) and, if requested by Indemnitee, shall
(within two business days of that request) advance those costs and expenses to
Indemnitee, that are incurred by Indemnitee in connection with any claim
asserted against or action brought by Indemnitee for (i) indemnification or
advance payment of Expenses by the Company under this Agreement or any other
agreement or provision of the Company's charter or by-laws now or hereafter in
effect relating to Claims for Indemnifiable Events or (ii) recovery under any
directors' and officers' liability insurance policies maintained by the
Company, regardless of whether Indemnitee ultimately is determined to be
entitled to that indemnification, advance expense payment, or insurance
recovery, as the case may be.
6. Partial Indemnity. If Indemnitee is entitled under any
provision of this Agreement to indemnification by the Company for some or a
portion of the Expenses, judgments, fines, penalties, and amounts paid in
settlement of a Claim but not, however, for all of the total amount thereof,
the Company shall nevertheless indemnify Indemnitee for the portion thereof to
which Indemnitee is entitled. Moreover, notwithstanding any other provision of
this Agreement, to the extent that Indemnitee has been successful on the merits
or otherwise in defense of any or all Claims relating in whole or in part to an
Indemnifiable Event or in defense of any issue or matter therein, including
dismissal without prejudice, Indemnitee shall be indemnified against all
Expenses incurred in connection therewith.
6
<PAGE> 7
7. Contribution.
(a) Contribution Payment. To the extent the
indemnification provided for under any provision of this Agreement is
determined (in the manner hereinabove provided) not to be permitted under
applicable law, then in the event Indemnitee was, is, or becomes a party to or
witness or other participant in, or is threatened to be made a party to or
witness or other participant in, a Claim by reason of (or arising in part out
of) an Indemnifiable Event, the Company, in lieu of indemnifying Indemnitee,
shall contribute to the amount of any and all Expenses, judgments, fines, or
penalties assessed against or incurred or paid by Indemnitee on account of that
Claim and any and all amounts paid in settlement of that Claim (including all
interest, assessments, and other charges paid or payable in connection with or
in respect of such Expenses, judgments, fines, penalties, or amounts paid in
settlement) for which such indemnification is not permitted ("Contribution
Amounts"), in such proportion as is appropriate to reflect the relative fault
with respect to the Indemnifiable Event giving rise to the Contribution Amounts
of Indemnitee, on the one hand, and of the Company and any and all other
parties (including officers and directors of the Company other than Indemnitee)
who may be at fault with respect to such Indemnifiable Event (collectively,
including the Company, the "Third Parties") on the other hand.
(b) Relative Fault. The relative fault of the Third
Parties and the Indemnitee shall be determined (i) by reference to the relative
fault of Indemnitee as determined by the court or other governmental agency
assessing the Contribution Damages or (ii) to the extent such court or other
governmental agency does not apportion relative fault, by the Reviewing Party
(which shall include Special Counsel) after giving effect to, among other
things, the relative intent, knowledge, access to information, and opportunity
to prevent or correct the applicable Indemnifiable Event and other relevant
equitable considerations of each party. The Company and Indemnitee agree that
it would not be just and equitable if contribution pursuant to this Section 7
were determined by pro rata allocation or by any other method of allocation
which does take account of the equitable considerations referred to in this
Section 7(b).
8. Burden of Proof. In connection with any determination by the
Reviewing Party or otherwise as to whether Indemnitee is entitled to be
indemnified under any provision of this Agreement or to receive contribution
pursuant to Section 7 of this Agreement, the burden of proof shall be on the
Company to establish that Indemnitee is not so entitled.
9. No Presumption. For purposes of this Agreement, the
termination of any claim, action, suit, or proceeding, by judgment, order,
settlement (whether with or without court approval), or conviction, or upon a
plea of nolo contendere, or its equivalent, shall not create a presumption that
Indemnitee did not meet any particular standard of conduct or have any
particular belief or that a court has determined that indemnification is not
permitted by applicable law.
10. Non-exclusivity. The rights of Indemnitee hereunder shall be
in addition to any other rights Indemnitee may have under the Company's charter
or by-laws, the Delaware General Corporation Law or otherwise. To the extent
that a change in the Delaware General Corporation
7
<PAGE> 8
Law (whether by statute or judicial decision) permits greater indemnification
by agreement than would be afforded currently under the Company's charter or
by-laws and this Agreement, it is the intent of the parties hereto that
Indemnitee shall enjoy by this Agreement the greater benefits so afforded by
that change.
11. Liability Insurance. Except as otherwise agreed to by the
Company and Indemnitee in a written agreement, to the extent the Company
maintains an insurance policy or policies providing directors' and officers'
liability insurance, Indemnitee shall be covered by that policy or those
policies, in accordance with its or their terms, to the maximum extent of the
coverage available for any Company director or officer.
12. Period of Limitations. No legal action shall be brought and
no cause of action shall be asserted by or on behalf of the Company or any
affiliate of the Company against Indemnitee or Indemnitee's spouse, heirs,
executors, or personal or legal representatives after the expiration of three
years from the date of accrual of that cause of action, and any claim or cause
of action of the Company or its affiliate shall be extinguished and deemed
released unless asserted by the timely filing of a legal action within that
three-year period; provided, however, that, if any shorter period of
limitations is otherwise applicable to any such cause of action, the shorter
period shall govern.
13. Amendments. No supplement, modification, or amendment of this
Agreement shall be binding unless executed in writing by both of the parties
hereto. No waiver of any of the provisions of this Agreement shall be deemed
or shall constitute a waiver of any other provisions hereof (whether or not
similar) nor shall that waiver constitute a continuing waiver.
14. Subrogation. In the event of payment under this Agreement,
the Company shall be subrogated to the extent of that payment to all of the
rights of recovery of Indemnitee, who shall execute all papers required and
shall do everything that may be necessary to secure those rights, including the
execution of the documents necessary to enable the Company effectively to bring
suit to enforce those rights.
15. No Duplication of Payments. The Company shall not be liable
under this Agreement to make any payment in connection with any claim made
against Indemnitee to the extent Indemnitee has otherwise actually received
payment (under any insurance policy, provision of the Company's charter or
by-laws or otherwise) of the amounts otherwise indemnifiable hereunder.
16. Binding Effect. This Agreement shall be binding upon and
inure to the benefit of and be enforceable by the parties hereto and their
respective successors, assigns (including any direct or indirect successor by
purchase, merger, consolidation, or otherwise to all or substantially all of
the business or assets of the Company), spouses, heirs, and personal and legal
representatives. This Agreement shall continue in effect regardless of whether
Indemnitee continues to serve as an officer or director of the Company or
another enterprise at the Company's request.
8
<PAGE> 9
17. Severability. If any provision of this Agreement is held to
be illegal, invalid, or unenforceable under present or future laws effective
during the term hereof, that provision shall be fully severable; this Agreement
shall be construed and enforced as if that illegal, invalid, or unenforceable
provision had never comprised a part hereof; and the remaining provisions shall
remain in full force and effect and shall not be affected by the illegal,
invalid, or unenforceable provision or by its severance from this Agreement.
Furthermore, in lieu of that illegal, invalid, or unenforceable provision,
there shall be added automatically as a part of this Agreement a provision as
similar in terms to the illegal, invalid, or unenforceable provision as may be
possible and be legal, valid, and enforceable.
18. Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of Delaware,
excluding choice of law and conflicts of law principles which may direct the
application of laws of a different jurisdiction.
19. Headings. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
20. Notices. Whenever this Agreement requires or permits notice
to be given by one party to the other, such notice must be in writing to be
effective and shall be deemed delivered and received by the party to whom it is
sent upon actual receipt (by any means) of such notice. Receipt of a notice by
any officer of the Company shall be deemed receipt of such notice by the
Company.
21. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but in making proof
hereof it shall not be necessary to produce or account for more than one such
counterpart.
EXECUTED as of the date first written above.
CHAMPION COMMUNICATION SERVICES, INC.
By:___________________________________________
Name:_________________________________________
Title:________________________________________
INDEMNITEE:
______________________________________________
9
<PAGE> 1
ESCROW AGREEMENT
THIS AGREEMENT made as of the 29th day of July, 1996.
A M O N G :
ALBERT F. RICHMOND, of the State of Texas
DAVID A. TERMAN, of the State of Texas
(hereinafter collectively called the "Security Holders")
OF THE FIRST PART
- and -
EQUITY TRANSFER SERVICES INC.,
a company incorporated under the laws of the
Province of Ontario
(hereinafter called the "Escrow Agent")
OF THE SECOND PART
- and -
CHAMPION COMMUNICATION SERVICES, INC.,
a company incorporated under the laws of the State of Delaware
(hereinafter called the "Issuer")
OF THE THIRD PART
WHEREAS in furtherance of complying with the requirements of the
Ontario Securities Act in connection with a prospectus related to the issuance
of 811,000 units and the qualification of 600,000 common shares issuable upon
the exercise of previously outstanding special warrants of the Issuer, the
Security Holders are desirous of depositing in escrow certain securities of the
Issuer owned or to be received by them;
AND WHEREAS the Security Holders and the Issuer have requested the
Escrow Agent act as escrow agent and the Escrow Agent has agreed to such
request;
<PAGE> 2
- 2 -
AND WHEREAS the Escrow Agent has agreed to undertake and perform its
duties according to the terms and conditions hereof;
NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the
aforesaid agreements and the sum of one dollar ($1.00) now paid by the parties
hereto each to the other and in consideration of the Ontario Securities
Commission (the "Commission") delivering a final receipt for the prospectus as
hereinafter referred to (receipt of which sum the parties do hereby
respectively acknowledge each to the other) the Security Holders jointly and
severally covenant and agree with the Issuer and with the Escrow Agent and with
the Commission and the Issuer and the Escrow Agent covenant and agree each with
the other and the Security Holders jointly and severally and with the
Commission as follows:
1. Each of the Security Holders hereby places and deposits in escrow
those of his securities of the Issuer which are represented by the certificates
described or referred to in Schedule "A" hereto (the "Securities") with the
Escrow Agent and hereby undertakes and agrees forthwith to deliver those
Securities (including any replacement securities or certificates if and when
such are issued or allotted) to the Escrow Agent for deposit in escrow.
2. The parties hereby agree that the Securities and the beneficial
ownership of or any interest in them and the certificates representing them
(including any replacement securities or certificates) shall not be sold,
assigned, hypothecated, alienated, released from escrow, transferred within
escrow or otherwise in any manner dealt with without the express consent, order
or direction in writing of the Commission being first had and obtained or
except as may be required by reason of the death or bankruptcy of any Security
Holder, in which case as the Escrow Agent shall hold the said certificates
subject to this Agreement for whatever person, firm or corporation shall be
legally entitled to be or become the registered owner thereof.
3. The Security Holders hereby direct the Escrow Agent to retain their
respective Securities and the certificates (including any replacement
securities or certificates) representing the same and not to do or cause
anything to be done to release the same from escrow or to allow any transfer,
hypothecation or alienation thereof except and as directed by the express
written consent, order or direction of the Commission.
4. If, during the period in which any of the Securities are retained in
escrow pursuant hereto, any dividend is received by the Escrow Agent in respect
of the Securities, any such dividend shall be forthwith paid or transferred to
the respective Security Holders entitled thereto.
5. All voting rights attached to the Securities shall at all times be
exercised by the respective registered owners thereof.
6. The Issuer hereby acknowledges the terms and conditions of this
Agreement and agrees to take all reasonable steps to facilitate its
performance.
<PAGE> 3
- 3 -
7. Notwithstanding Section 3, the Securities shall be released to the
Security Holders on the following basis:
(a) 10% of the escrowed Securities immediately after 9 months
following the date of issuance of a receipt by the
Commission for the prospectus of the Issuer;
(b) 20% of the escrowed Securities immediately after each of the
first, second and third anniversaries of the initial
release; and
(c) 30% of the escrowed Securities immediately after the fourth
anniversary of the initial release.
The Issuer agrees to provide written notice to the Escrow Agent advising the
Escrow Agent of the date of issuance of the said final receipt by the
Commission.
8. In exercise of its rights, duties and obligations hereunder, the
Escrow Agent may, if it is acting in good faith, rely as to the truth of the
statements and the accuracy of the opinions expressed therein and shall be
protected in acting upon any resolution, direction, statutory declaration,
opinion, report, notice, certificate or other paper or document believed by it
to be genuine and to have been signed, sent or presented by or on behalf of the
proper parties. However, the Escrow Agent may in its discretion require
reasonable evidence of the due execution thereof before acting or relying
thereon.
9. For services performed hereunder, the Security Holders and the Issuer
shall pay from time to time the reasonable fees of the Escrow Agent as agreed
to between the Issuer and the Escrow Agent (and as set out in Schedule "B"
hereto), together with the Escrow Agent's expenses and disbursements.
10. The Escrow Agent may retain such independent counsel or other advisor
as it may reasonably require for the purpose of discharging its duties
hereunder, may act on the advice or opinion so obtained and may pay any
reasonable fees for any such legal or other advice.
11. The Security Holders hereby jointly and severally indemnify and save
harmless the Escrow Agent of and from any and all losses, claims and demands
whatsoever arising out of the performance of its duties hereunder, save only
those arising from an event of negligence or wilful default of the Escrow
Agent.
12. If the Escrow Agent should wish to resign, it shall give at least
sixty (60) days notice to the Issuer which may, with the written consent of the
Commission, by writing, appoint another escrow agent in its place and such
appointment shall be binding on the Security Holders and the new escrow agent
shall assume and be bound by the obligations of the Escrow Agent hereunder.
Upon
<PAGE> 4
- 4 -
payment of any outstanding fees, expenses or disbursements, the Escrow Agent
shall transfer all records and assets to the successor escrow agent so
appointed.
13. The written consent, order or direction of the Commission as to a
release from escrow of all or part of the Securities shall terminate this
Agreement only in respect of those Securities so released. For greater
certainty this clause does not apply to Securities transferred within escrow.
14. Any certificate, opinion, direction, request, instruction or other
communication required or permitted to be given pursuant to this Agreement
shall be in writing and shall be deemed to have been sufficiently given if
delivered personally, by facsimile, or sent by prepaid registered mail
addressed to the party at the address shown below:
(a) if to the Security Holders:
Albert F. Richmond
c/o 1610 Woodstead Court
Suite 330
The Woodlands, Texas
77380, U.S.A.
Facsimile: (713) 364-1901
David A. Terman
c/o1610 Woodstead Court
Suite 330
The Woodlands, Texas
77380, U.S.A.
Facsimile: (713) 364-1901
(b) if to the Escrow Agent:
Equity Transfer Services Inc.
120 Adelaide Street West
Suite 800
Toronto, Ontario
M5H 3V1
Facsimile: 361-0470
Attention: Manager, Corporate Trust
<PAGE> 5
- 5 -
(c) if to the Issuer:
Champion Communication Services, Inc.
1610 Woodstead Court
Suite 330
The Woodlands, Texas
77380, U.S.A.
Facsimile: (713) 364-1901
15. This Agreement may be executed in several parts in the same form and
such parts so executed shall together form one original Agreement and such
parts if more than one shall be read together and construed as if all signing
parties hereto had executed one copy of this Agreement.
16. Wherever the singular or masculine are used through this Agreement,
the same shall be construed as being plural or feminine or neuter where the
context so requires.
17. This Agreement shall enure to the benefit of and be binding upon the
parties hereto, their and each of their heirs, executors, administrators,
successors and assigns.
IN WITNESS WHEREOF this Agreement has been executed by the parties
hereof.
SIGNED, SEALED AND DELIVERED ) CHAMPION COMMUNICATION
IN THE PRESENCE OF ) SERVICES, INC.
)
)
) Per: /s/ PAMELA R. COOPER
) --------------------------------
)
) EQUITY TRANSFER SERVICES INC.
)
)
) Per: /s/ [ILLEGIBLE]
) --------------------------------
/s/ MARY F. GARNER ) /s/ ALBERT F. RICHMOND
- - --------------------------------- ) ------------------------------------
Witness ) ALBERT F. RICHMOND
/s/ JEAN JONES ) /s/ DAVID A. TERMAN
- - --------------------------------- ) ------------------------------------
Witness ) DAVID A. TERMAN
)
)
<PAGE> 6
- 6 -
SCHEDULE "A"
<TABLE>
<CAPTION>
Name of Security Holder Beneficial Holder Number of Common Shares
----------------------- ----------------- -----------------------
<S> <C> <C>
Albert F. Richmond Albert F. Richmond 1,555,200
David A. Terman David A. Terman 1,532,520
</TABLE>
<PAGE> 7
- 7 -
SCHEDULE "B"
FEES OF ESCROW AGENT
Annual Fee $450.00
Initial Set-up Fee $0
Out of Pocket Expenses and Disbursements of Equity Transfer Services Inc. to be
reimbursed.
<PAGE> 1
NOTE AND SECURITY AGREEMENT
Date: January 2, 1995
Maker: Champion Communication Services, Inc.
Payee: Champion Communications Company
Place for Payment (include county): Champion Communications Company
3405 Milton, Suite 201
Dallas, Dallas County, Texas 75205
Principal Amount: Three Million, One Hundred Seventy-Seven Thousand Five
Hundred Five Dollars ($3,177,505)
Annual Interest Rate on Unpaid Principal from Date of Funding: The Prime Rate
as set forth from time to time in The Wall Street Journal.
Terms of Payment (principal and interest): The entire principal amount plus
accrued interest shall be paid on demand, and if no demand previously has been
made, on the one-year anniversary date hereof.
Annual Interest Rate on Matured, Unpaid Amounts: Twelve percent (12%) per annum
Maker promises to pay to the order of Payee at the place for payment
and according to the terms of payment the principal amount plus interest at the
rates stated above. All unpaid amounts shall be due by the final scheduled
payment date.
On default in the payment of this Note or in the performance of any
obligation in any instrument securing or collateral to it, this Note and all
obligations in all instruments securing or collateral to it shall become
immediately due at the election of Payee. Maker and each surety, endorser, and
guarantor waive all demands for payment, presentations for payment, notices of
intention to accelerate maturity, protests, and notices of protest.
If this Note or any instrument securing or collateral to it is given
to an attorney for collection or enforcement, or if suit is brought for
collection or enforcement, or if it is collected or enforced through probate,
bankruptcy, or other judicial proceeding, then Maker shall pay Payee reasonable
attorney's fees in addition to other amounts due.
Nothing in this Note shall authorize the collection of interest in
excess of the highest rate allowed by law.
Each Maker is responsible for the entire amount of this Note.
Maker hereby grants to Payee a security interest in and to 1,235
community repeaters, and 264 community repeaters acquired by Maker from
Motorola, Inc. on November 1, 1994 and December 1, 1994, respectively, together
with all assets related to the operation thereof, to secure the indebtedness
evidenced hereby. This Note shall additionally constitute a security agreement
for purposes of the Texas Uniform Commercial Code. In the event Payee defaults
in the payment of this Note, Payee shall be entitled to all rights and remedies
of a secured party under the Texas Uniform Commercial Code.
The terms Maker and Payee and other nouns and pronouns include the
plural if more than one.
CHAMPION COMMUNICATION SERVICES, INC.
By: /s/ Albert F. Richmond
----------------------
Printed Name: Albert F. Richmond
------------------
Address: 1111 Bagby, Suite 2121
Houston, Texas 77002
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C> <C>
<PERIOD-TYPE> 9-MOS YEAR
<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1995
<PERIOD-START> JAN-01-1996 JAN-01-1995
<PERIOD-END> SEP-30-1996 DEC-31-1995
<CASH> 851,050 1,172,454
<SECURITIES> 0 0
<RECEIVABLES> 645,354 1,039,620
<ALLOWANCES> 121,471 50,000
<INVENTORY> 130,569 242,073
<CURRENT-ASSETS> 1,538,165 2,611,282
<PP&E> 6,930,305 6,430,465
<DEPRECIATION> 1,303,327 754,829
<TOTAL-ASSETS> 7,720,225 8,495,572
<CURRENT-LIABILITIES> 2,029,595 3,385,152
<BONDS> 2,541,940 2,496,741
0 0
0 0
<COMMON> 55,034 46,951
<OTHER-SE> 3,093,655 2,566,728
<TOTAL-LIABILITY-AND-EQUITY> 3,148,689 2,613,679
<SALES> 5,528,759 6,418,018
<TOTAL-REVENUES> 5,528,759 6,418,018
<CGS> 0 0
<TOTAL-COSTS> 6,492,182 6,990,382
<OTHER-EXPENSES> 82,771 0
<LOSS-PROVISION> 84,000 101,912
<INTEREST-EXPENSE> 206,476 296,468
<INCOME-PRETAX> (1,233,191) (857,999)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> (1,233,191) (857,999)
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (1,233,191) (857,999)
<EPS-PRIMARY> (.25) (.21)
<EPS-DILUTED> (.25) (.21)
</TABLE>
