<TABLE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or (g) of the Exchange Act of 1934
21st Century Telesis (II), Inc.
(Exact name of registrant as specified in its charter)
650 Town Center Drive, Suite 1999
Costa Mesa, CA 92626
(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (714) 752-2178
Securities to be registered pursuant to Section 12(g) of the Act:
21st Century Telesis (II), Inc. Preference Stock
Delaware
(State or other jurisdiction of
incorporation or organization)
33-069528
(I.R.S. Employer Identification
Number
Item 1 - Business
- - General Development of Business
Registrant and its joint venture partner, 21st Century Telesis, Inc., were
formed in late
1994 and early 1995 in Delaware, and formed a Delaware general partnership
under the name of
the 21st Century Telesis Joint Venture in early 1995, for the purpose of
raising funds to
participate in the FCC's entrepreneur block PCS auctions. In this Form 10,
references to
"registrant" shall be deemed to include a reference to its joint venture
partner, 21st
Century Telesis, Inc., and to the Joint Venture, unless the context indicates
otherwise.
For its entrepreneur block auctions, the FCC established bidding credits and
favorable
payment terms for qualifying small businesses. The FCC required participants to
prove they
were genuine small businesses, and not catspaws for larger interests, by
demonstrating their
compliance with one or another of several structural profiles approved by the
FCC. The Joint
Venture satisfied these requirements by designating a "control group," which is
required to
own at least 25% of the total shareholder equity in the licensee and must
exercise de facto
and de jure control over its affairs.
Seven individuals, five of whom are directors of registrant, were so designated
in filings
with the FCC prior to the commencement of the PCS auctions. Control is
exercised by the
seven individuals by virtue of their voting control over registrant's joint
venture partner,
21st Century Telesis, Inc., which in turn, under the terms of the 21st Century
Telesis Joint
Venture Agreement, enjoys sole management authority over the affairs of the
Joint Venture.
The Joint Venture Agreement also specifies that 21st Century Telesis, Inc. is
entitled to a
fixed distributive share of 30% of the Joint Venture's distributable profits;
The seven
"control group" members own, collectively, sufficient shares of the capital
stock of 21st
Century Telesis, Inc. to ensure that their equity interest in the licences is
at least 25%,
calculated on a fully-diluted basis.
The FCC conducted two auctions for PCS licenses in which participation was
restricted to
qualifying small businesses: licenses in the C block, covering 30 MHz of
bandwidth and
licenses in the F block, covering 10 MHz of bandwidth. The Joint Venture
secured 17 C block
licenses, 8 F block licenses, and 2 D block licenses (10 MHz PCS licenses not
reserved for
small business licencees). The markets for which licenses are owned by Joint
Venture and the
amounts paid for such licenses are set forth in the two tables below:
Registrant's C Block Licenses
<CAPTION>
Market Population License Cost Cost per pop<F1>
<S> <C> <C> <C>
Jackson, MS 615,521 $18,126,000 $29.45
Syracuse, NY 791,140 16,914,000 21.38
South Bend, IN 330,821 13,226,846 39.82
Lincoln, NE 309,515 7,657,871 24.74
Binghamton, NY 356,645 6,902,254 19.35
Utica, NY 316,633 6,750,000 21.32
Terre Haute, IN 236,968 5,344,596 22.55
Grand Island, NE 141,541 4,447,500 31.42
Kokomo, IN 184,899 3,926,846 21.24
Watertown, NY 296,253 3,647,250 12.31
Marion, IN 109,238 2,374,496 21.74
Ithaca, NY 94,097 2,325,004 24.71
Oneonta, NY 107,742 1,954,540 18.14
Danville, IL 114,241 1,894,256 16.58
North Platte, NE 80,249 1,549,346 19.31
McCook, NE 36,618 671,963 18.35
Vincennes, IN 93,758 480,070 5.12
TOTAL 4,215,879 $98,192,838 $23.20<F2>
<F1> i.e., the cost of the license divided by the total population of the
market.
<F2> average cost per pop.
Registrant's D and F Block Licenses
<CAPTION>
Market Population License Cost Cost per Pop
<S> <C> <C> <C>
Indianapolis, IN 1,321,911 $2,475,408 $1.87
Lafayette, IN 247,523 236,996 0.96
Elkhart, IN 235,152 304,237 1.29
Bloomington,IN<F1> 217,914 790,650 3.63
Muncie, IN 182,386 321,221 1.76
Michigan City,IN 107,066 160,314 1.5
Scranton, PA 678,410 561,375 0.83
Plattsburgh, NY 123,121 114,005 0.93
Glens Fall, NY 118,539 521,662 4.4
Hastings, NE 72,833 164,062 2.25
TOTAL 3,304,855 $5,649,930 $1.71
<F1> The licenses for Bloomington, Indiana and Muncie, Indiana are D block
licenses, and
thus are paid in full; the licenses for the other markets in the table are
financed with the
FCC over a ten-year term.
The FCC has granted 10-year installment payment terms for the C block and F
block licenses,
contingent upon the licensee's continuing satisfaction of applicable control
group
requirements.
- - Registrant's Plan of Operation Through the First Six Months of Its Next
Fiscal
Year
Registrant has completed all preliminary engineering studies needed to build
out its 27
markets. It has also leased premises in South Bend, Indiana to house a switch
and
administrative offices and has reached agreement in principle with the local
power utility
providing for installation on power poles of approximately 80% of the radio
ports expected
to be needed for that market. Finally, registrant has prepared detailed
construction
practices studies applicable to all its markets.
During the balance of the fiscal year ending September 30, 1998, and for the
six months
thereafter, registrant will seek to conclude agreements with the incumbent
wireline
telephone service providers in its markets covering the infrastructure
requirements for
registrant's PCS operations (chiefly, use of the incumbent's wire to route
traffic from
registrant's radio ports to registrant's central office switch, and the
provision of power
to the radio ports) and covering interconnection charges for telephone traffic
originating
with a customer of registrant and terminating with a customer of the incumbent
or other
service provider, and vice versa.
If registrant receives timely financing in material amounts, as discussed
below, registrant
will begin deployment of its first market, South Bend, and thereafter Syracuse,
New York and
Jackson, Mississippi, during the period mentioned above. In the absence of such
financing,
registrant does not expect to complete any additional significant tasks related
to system
deployment during the balance of its current fiscal year.
The total cost to acquire and install the equipment needed to bring all 27
markets on line,
and to establish and bring to operational level the required management,
marketing, customer
service, maintenance and billing functions, greatly exceeds the financial
resources of
registrant and the Joint Venture. Over and above the costs mentioned in the
preceding
sentence, additional cash will be needed to defray anticipated start-up losses
and to
provided necessary working capital, in aggregate amounts which likewise exceed
the financial
resources currently available to registrant.
Registrant is exploring means to finance all the above costs by a debt offering
backed by
(i) an equipment lease arrangement, (ii) partial guarantees of the lease
payments by
equipment vendors and (iii) credit enhancement insurance. In that connection,
registrant has
reached agreement with Hughes Network Systems for the provision and
installation of radio
ports and radio port control and network control equipment in all 27 of
registrant's
markets; as part of this agreement Hughes has agreed in principle to provide
the partial
vendor guarantees needed for the financing mentioned above, subject to Hughes'
final
approval of the debt financing ultimately arranged. Registrant has also reached
agreement
with vendors of other services and equipment necessary for the buildout of its
markets. All
such agreements are contingent upon timely receipt of financing by registrant.
In the event
it proves impossible to secure financing for all 27 markets on acceptable
terms, registrant
will seek to secure financing in the smaller amounts needed to finance
deployment of systems
in only a portion of the markets for which they hold licenses, starting with
the South Bend
market.
Registrant's expenses currently consist of (1) overhead items, such as employee
salaries,
fees paid for professional services, business travel, office premises rentals,
office
equipment purchase and lease costs and telecommunications costs, and other
customary
business expenses, and (2) interest payments owed to the FCC on the deferred
portion of the
acquisition cost of the 17 C block licenses aned 8 F block licenses. See Notes
1.d. and 3 to
the Combined Financial Statements dated September 30, 1997, included as Item 13
of this Form
10. On March 24, 1998, the FCC issued an order that, inter alia, gave
licensees, including
registrant, three means by which licensees might reduce their debt to the FCC
by returning
licenses or spectrum to the FCC. These measures and their attendant
consequences are
discussed in Note 3 to the Combined Financial Statements dated as of September
30, 1997
included as Item 13 of this Form 10. On June 8, 1998, registrant returned to
the FCC half
the spectrum in each of its 17 C block licenses. As a consequence of this
decision,
registrant's continuing debt service requirements to the FCC have been cut
approximately in
half, with no near-term impact on anticipated operations.
Given the cash resources presently available to registrant, without
augmentation from
additional financing, and assuming (i) that interest payments are timely made
to the FCC and
(ii) that registrant's other overhead expenses continue at their current
levels, registrant
estimates that available resources will be sufficient to fund operations at
their current
levels through the end of the current calendar year.
Registrant currently has 12 full-time employees, with a total annual employee
payroll of
$933,080. If only the South Bend market were built, registrant anticipates that
it would
have 90 employees in total. Finally, registrant anticipates having
approximately 600
employees within five years if all 27 markets are timely built.
- -Financial Information About Foreign and Domestic Operations and Export Sales
Registrant has had no revenues from operations. Except for certain expenditures
incurred in
connection with exploring foreign business opportunities, which are immaterial
in the
aggregate, all of registrant's expenditures have been incurred in connection
with its
domestic PCS business.
PACS Technology
The Joint Venture plans to deploy PCS equipment based on the Personal Access
Communications
Services ("PACS") standard. This technology, which was developed by BellCore,
has an open
system interconnection architecture and is optimized to provide a low-cost,
high-quality
wireless telephone system capable of replacing wireline telephony. The system
is designed to
function as an add-on to the existing wireline infrastructures, and utilizes
low-cost, low-
power wireless radio ports and radio port controllers which in turn connect
with the
wireline infrastructure. Because cell sizes are small, the handsets carried by
the user can
be small, low-powered and inexpensive. PACS PCS technology is designed to offer
superior
voice quality, but also offers other advanced digital capabilities, such as
data
transmission, fax, paging and, ultimately, compressed video. PACS is the only
"low tier"
common air interface currently approved by the Joint Technical Committee for
use in the
United States. The technology is an improved version of the Personal Handy
Phone service
which has been deployed with great success in Japan and which is currently
undergoing trials
in other countries. In addition to the portable applications, the technology
readily
supports fixed point usage, providing an economical means to connect
conventional telephones
to the central office switch. Because it is designed as an add-on to the
existing wireline
infrastructure, and because of the low costs implicit in the technology, PCS
systems based
on the PACS standard have the potential to be price-competitive with wireline
telephony.
None of the other PCS technologies developed thus far can be deployed with
capital costs as
low as PACS equipment.
Because of this cost advantage, registrant hopes to be able to achieve
satisfactory market
penetration for its service, notwithstanding the existence in each of its
markets of (a) an
existing, well-financed and well-known incumbent wireline operator; (b) up to
two well-
established cellular service providers; (c) up to 5 PCS licensees (including
licensees
holding 10 MHz licenses in the D, E or F blocks), some of whom may be presumed
to be better-
financed than registrant and whose systems may be deployed before registrant's;
and (d) the
aggregated SMR service offered by Nextel in much of the country. In addition,
the FCC has
announced plans to make additional spectrum available in the future to support
additional
wireless telephone services. Registrant expects to compete with all the
abovementioned
service providers based on cost, service and product performance.
Few PCS licensees have announced plans to deploy systems based on the PACS
technology
selected by registrant: most have opted to deploy systems based on other
standards. At the
present time, equipment designed to work under one technological standard will
not work with
another. As a consequence, handsets used by registrant's customers in their
home markets
will support only very limited "roaming" outside those markets. Such roaming
may become
possible in the future, if other PCS licensees elect to deploy PACS-based
systems, or if
handsets compatible with multiple standards are developed and become available.
Registrant's Licenses:
The licenses granted to registrant give it the right to offer PCS service for a
period of 10
years; the licenses are renewable for an indefinite number of successive
10-year terms,
assuming that registrant continues to satisfy the FCC's common carrier
regulations.
The Joint Venture bid a total of $98,192,838 for its 17 C block licenses, of
which a balance
of $88,373,554 is financed over a period of 10 years, with interest only
payable for the
first six years at 7% per annum. A total of $4,538,059 was bid for the eight F
block
licenses, of which $3,630,447 is payable over a 10-year period, with interest
only at the
rate of 6.25% per year payable for the first two years. Registrant purchased
outright its
two D block licenses, for Bloomington, Indiana and Muncie, Indiana, for cash
payments of
$790,650 and $321,221, respectively.
The licenses are subject to a number of conditions:
1. Construction requirements:
a) within five years after issuance of the C block licenses facilities must be
constructed
to provide adequate service to one-third of the population of the market, and
to two-
thirds in 10 years;
b) within five years after issuance of the F block licenses facilities must be
constructed
to provide adequate service to one-fourth of the population of the market.
2. Registrant's C and F block licenses (which cover 25 of registrant's 27
markets) were
obtained at FCC auctions reserved for qualifying small businesses, and as a
consequence
are subject to a number of restrictions, chief among them being the requirement
that an
identified control group exercise control over the licenses for the full
10-year initial
term. With FCC approval, licenses may be transferred during the initial 10-year
term to
other entities that satisfy the FCC's requirements respecting small businesses.
Licenses
may also be transferred to entities that do not meet the FCC small business
requirements,
but the unpaid balance of the purchase price and bidding credits must be paid
in full
immediately. The Licenses must also be fully paid-up and the bidding credits
repaid in the
event that the Joint Venture ceases to meet the FCC's small business
requirements at any
time during the 10-year period of the initial license grant.
PACS Equipment
The PACS standard is based on an open architecture, and thus any category of
equipment can
be manufactured by multiple vendors. Although this works in favor of ready
availability and
low prices, other factors may tend to constrain supply or registrant's freedom
in choosing
equipment vendors.
First, no PCS systems based on the PACS standard have been deployed thus far,
and it is
uncertain how many of such systems may be installed in the future; lack of
demand could
reduce the number of manufacturers interested in supplying PACS PCS equipment.
Second,
registrant has recently signed an agreement with Hughes Network Systems for the
provision
and installation of PCS networks in registrant's 27 markets. Even, therefor, if
other
vendors enter the PACS equipment market, registrant will be able to avail
itself of vendor
price competition only for markets it may acquire in the future.
The equipment to be installed and/or utilized in registrant's markets consists
of radio
ports, radio port control units, central office switches and billing equipment
and
individual user handsets. The number of radio ports and radio port controllers
required in
any given market will vary in accordance with traffic density. For its 27
markets,
registrant expects to pay a total of approximately $220 million for radio
ports, radio port
controllers and associated network control equipment.
The cost of a central office switch, including associated site improvement
cost, is
approximately $3,000,000. Registrant estimates that the initial deployment of
operating
systems in all 27 markets will require expenditures for acquisition and
installation of
switches of between $10 to $15 million, exclusive of site improvements.
Registrant's business plan assumes that it will purchase all handsets from
manufacturers for
resale to customers. Although handsets will be purchased only as needed to
satisfy
anticipated demand, they nonetheless represent, in the aggregate, a material
capital cost,
since they must be purchased for cash, rather than financed. The business plan
contemplates
that handsets will be sold to customers other than students at a price equal to
50% of
registrant's acquisition cost, with the balance amortized against the fixed
monthly service
charge. Students will be charged $50 for a handset, an amount much less than
half
registrant's acquisition cost. As of the filing date of this Form 10,
registrant was in
negotiation with a major supplier of handsets over a long-term supply contract.
Registrant's business plan assumes a "churn rate" of 13% per year, based on
cellular
industry average, and further assumes that it will not be possible to repossess
from lost
customers material numbers of handsets which have not been fully amortized.
Registrant's
anticipated capital expenditures accommodate such losses.
In addition to the equipment noted above, operation of registrant's PCS systems
will require
agreements with local power utilities to permit registrant to locate radio
ports on the
utility's poles, and agreements with incumbent wireline telephone service
providers, that
(a) establish registrant's right to use such provider's wire to connect the
radio ports to
their associated radio port controllers and thence to registrant's switch; (b)
provide for
power to be supplied to registrant's radio ports; and (c) specify
interconnection
obligations and costs. Registrant has reached agreement in principle with
American Electric
Power Company on the provisions of a contract covering the attachment of
registrant's radio
ports on AEP poles. This agreement will cover four of registrant's markets.
Item 2 - Financial Information
(a) Selected Financial Information
Inapplicable, as registrant has conducted no operations from formation to the
present. See
Item 13.
(b) Management's Discussion and Analysis of Financial Condition and Results of
Operations
Registrant's liquidity and capital resources are described in Item 1,
"Registrant's Plan of
Operation Through the First Six Months of Its Next Fiscal Year." Registrant has
not
conducted operations to date.
Item 3 - Properties
Registrant leases office premises in Costa Mesa, California for its
headquarters, under
customary commercial terms. Registrant also leases premises in South Bend,
Indiana which
will be utilized for office space and as the site for the central office switch
for the
South Bend and contiguous markets, along with associated network control
equipment. Site
preparation costs for the South premises will be material (See Item 1, "PACS
Equipment") and
site preparation will commence during registrant's current fiscal year,
assuming timely
completion of its financing. See Item 1.
In addition, if financing timely becomes available, registrant will begin the
process of
identifying and leasing premises to house its business offices, central office
switches and
control centers in its other market clusters. Assuming financing, registrant
anticipates
that such activities will have begun in as many as three of its markets by
March, 1999,
i.e., through the first six months of registrant's next fiscal year.
Item 4 - Security Ownership of Certain Beneficial Owners and Management
(a) No persons other than members of management are known to own beneficially
or of record
5% or more of 21st Century Telesis, Inc. or 21st Century Telesis (II), Inc.
(b) Security ownership of members of management is given in the table below:
<CAPTION>
Name of Beneficial Title of Class Amount Percent of Class
Owner And Nature of
Beneficial Owner
<S> <C> <C> <C>
Robert Andrew Hart IV 21st Century Telesis, Inc. 392,857<F1> 23.91%
Series B common
Philip J. Chasmar " 457,286 27.83%
Jeffery V. Barbieri " 429,786 26.16%
Lawrence Kaufman " 179,143 10.90%
Dion Whitman " 102,142 6.22%
H. Randolph Hart 21st Century Telesis, Inc. 736,429<F2> 100%
Series A Common
James C. Roddey<F3> 21st Century Telesis, Inc. 60,000 34.28%
Preference Stock
John Hendrix Greenberg 21st Century Telesis (II), Inc. 25,000 1%
Preference Stock
Joseph A. Miller III " 25,000<F4> 1%
Gilbert Ross Rasco 21st Century Telesis, Inc. 82,480<F5> 11.20%
Series A Common
Vincent E. Stuedeman " 27,493<F6> 3.70%
Allen Terrell 21st Century Telesis (II), Inc. 62,500 2.40%
Preference Stock
Philip Nelson " 100,000 3.90%
Frank Coughlin " 115,000 4.50%
<F1> Does not include Mr. Hart's 5.6% limited partner interest in the H. R.
Hart Communications LP.
<F2> Mr. H.Randolph Hart has a 16.6% undivided interest in the H.R. Hart
Communications LP as general
partner. Mr. H. Randolph Hart and Mr. Robert Andrew Hart IV are brothers.
<F3> Owned of record by Star Cable Partners; Mr. Roddey disclaims
beneficial ownership.
<F4> Includes 20,000 shares owned of record by Mr. Miller's mother, Olene
Miller, as to which Mr. Miller
disclaims beneficial ownership. Does not include Mr. Miller's one-third
interest in the JOV Partnership,
which owns an 11.2% limited partner's interest in the H. R. Hart Communications
LP.
<F5> A derived figure, representing Mr. Rasco's 11.2% limited partner's
interest in the H.R. Hart
Communications LP.
<F6> A derived figure, representing Mr. Stuedeman's one-third interest in
the JOV Partnership, which in
turn owns an 11.2% limited partner's interest in the H. R. Hart Communications
LP.
Item 5 - Directors and Executive Officers
Current officers of the Company are identified in the following table:
<CAPTION>
Name Position
<S> <C>
Robert Andrew Hart IV Chairman and Chief Executive Officer
Philip J. Chasmar Executive Vice President,
Secretary
Dion S. Whitman Chief Information Officer and Acting Chief Financial Officer
James A. LaBelle Chief Operating Officer
Robert Andrew Hart IV has served as Chairman and Chief Executive Officer of the
21st Century
Telesis companies since their formation. For a period beginning more than five
years before
the present, he has been the owner and principal professional of Hart
Engineers, Baton
Rouge, Louisiana, a telecommunications engineering firm. Mr. Hart serves on the
Board of
Directors of the Small Business PCS Association, a trade association of
nationwide scope
focused on small business applications and opportunities in PCS technology. Mr.
Hart has
also served as Chairman of the Lobbying Committee of this organization. Mr.
Hart, who is 51
years old, is a graduate of Louisiana State University, with a degree in
electrical
engineering, and is a Registered Professional Electrical Engineer.
Philip J. Chasmar is one of the founders of the 21st Century Telesis project,
and has served
as Secretary of the 21st Century Telesis companies since their formation. He
was appointed
as Executive Vice President and elected to the boards of directors of the
companies in
December, 1996. Mr. Chasmar is a member of the "Control Group" identified to
the Federal
Communications Commission in connection with the grant of the companies' PCS
licenses. Prior
to his involvement in the 21st Century Telesis project he served in various
marketing
capacities with American Wireless Systems, United Communications and Vision
Communications.
Mr. Chasmar is a graduate of the Newhouse School of Communications of Syracuse
University.
Mr. Chasmar is 41 years old.
James A. LaBelle was appointed Chief Operating Officer of the Company in
October, 1997.
Prior to this appointment, Mr. LaBelle served from 1995 to 1997 as Area
President - Midwest
of GTE Wireless Products and Services, in which position he had overall
management
responsibility for a four-state cellular operation with 500 employees and
500,000 customers.
Prior to that time, Mr. LaBelle served from 1990 to 1995 as Area President -
Florida for GTE
Wireless Products and Services, in which position he oversaw the growth of this
cellular
service from 30,000 to 350,000 customers. Mr. LaBelle is 52 years of age and
received a
Bachelor of Business Administration degree from the University of Wisconsin in
1967 and
participated in the GTE Executive Development Program from 1980 to 1997.
Dion S. Whitman is one of the founding stockholders of the Company, and joined
it full-time
in August, 1996. Prior to that time, Mr. Whitman had served from May, 1994 as
Controller/Chief Financial Office of the Long Beach Civic Light Opera, a
non-profit musical
theater production company; prior to that time Mr. Whitman served as Regional
Controller of
the Drug Emporium, a Southern California retail drug chain. Mr. Whitman is 39
years old, and
received a B.A. degree from the University of Southern California.
The directors of the Company are identified below:
Robert Andrew Hart IV Philip J. Chasmar
James A. Roddey John Hendrix Greenberg
Gilbert Ross Rasco Joseph A Miller III
Vincent E. Stuedeman Allen Terrell
Philip Nelson Frank Coughlin
H. Randolph Hart Jeffrey V. Barbieri
Lawrence Kaufman
The business backgrounds of Messrs. Hart and Chasmar are given above. The
business
backgrounds of the balance of the directors are set forth below.
James C. Roddey is President of Star Cable Investment Partners, President of
Hawthorne
Sports Marketing, Inc., Chairman of Hawthorne Media Group and Managing Partner
of Allegheny
Media. He is a former President and Director of Turner Communications
Corporation and of
Rollins Communications Corporation, and a past Director of Coast Chemical
Company, Allied
Security, Inc. and Equimark Corporation. Mr. Roddey is also active in
charitable and civic
organizations, serving on the boards of the University of Pittsburgh, the
University of
Pittsburgh Medical Center and many other Pittsburgh area organizations. Mr.
Roddey is 65
years of age and has served as a director of the two 21st Century Telesis
companies since
1995. Mr. Roddey also serves as a director of Allin Communications, Inc., a
publicly-held
technology and computer-services company.
John Hendrix Greenberg for a period beginning more than five years before the
present has
been President and General Manager of the Brazoria Telephone Company of
Brazoria, Texas. Mr.
Greenberg is actively involved in a large number of trade associations that
represent the
interests of small- and medium-size telephone companies. Mr. Greenberg, who is
47 years old,
has served as a director of the two 21st Century Telesis companies since 1995.
Joseph A. Miller III is Vice President and General Manager of the Georgetown
Telephone
Company of Georgetown, Mississippi and the President of Miller Cablevision. Mr.
Miller is a
former President of the Alabama Mississippi Telephone Association, and serves
as a director
of Bank of the South, of Crystal Springs, Miss. Mr. Miller, who is 37 years
old, has served
as a director of the two 21st Century Telesis companies since 1995.
Gilbert Ross Rasco is Vice President of Operations of the Brazoria Telephone
Company,
Brazoria, Texas. Mr. Rasco has served for a number of years as a member of the
Texas
Telephone Association Legislative Committee and as a member of that
Association's Academic
Advisory Board. Mr. Rasco, who is 46 years old, has served as a director of the
two 21st
Century Telesis companies since 1995.
Vincent E. Stuedeman is a certified public accountant with substantial
experience in
telecommunications auditing; since 1980 he has been a member of Martin
Stuedeman &
Associates, P.C., of Birmingham, Alabama, and he currently serves as its
President. Mr.
Stuedeman is a member of the American Institute of Certified Public Accountants
and of the
Alabama Society of Certified Public Accountants. Mr. Stuedeman, who is 49 years
old, has
served as a director of the two 21st Century Telesis companies since 1995.
Allen Terrell for a period of more than five years has been the President of
the Rochester
Telephone Company, of Rochester, Indiana, and also serves as a director of that
publicly-
held company. Mr. Terrell, who is 48 years old, was elected to the boards of
the 21st
Century Telesis companies in December, 1996. Mr. Terrell is also a director of
Norwest Bank
Indiana, N.A., of Fort Wayne, Indiana, a publicly-held banking company.
Philip Nelson has been the President of the Hamilton Telephone Company of
Aurora, Nebraska
for more than five years. Mr. Nelson, who is 58 years of age, was elected to
the boards of
the 21st Century Telesis companies in December, 1996.
Frank Coughlin is a principal owner of the Lackawaxen Telephone Company, of
Rowland,
Pennsylvania. Mr. Coughlin, who is 38 years of age, was elected to the boards
of the 21st
Century Telesis companies in December, 1996.
H. Randolph Hart is the general partner of the H. R. Hart Communications
Limited
Partnership, the original major investor in 21st I, and the brother of Mr.
Robert Andrew
Hart IV. For a period of more than five years, Mr. Hart has been Credit Manager
of the Coca
Cola Bottling Company of Baton Rouge, Louisiana, and was elected to the boards
of the 21st
Century Telesis companies in December, 1996. Mr. Hart is 47 years old.
Jeffery V. Barbieri and Lawrence Kaufman are two of the original founders of
the 21st
Century Telesis companies, and are members of the "Control Group" identified to
the FCC.
Prior to their involvement in the 21st Century Telesis project they served in
various
marketing capacities with American Wireless Systems, United Communications and
Vision
Communications. Messrs. Barbieri and Kaufman were elected to the boards of the
21st Century
Telesis companies in December, 1996. Mr. Barbieri is 36 years old and Mr.
Kaufman is 54.
The founders of the company were identified to the Federal Communications
Commission as
members of the company's "Control Group," and were appointed as officers and
directors as a
result of the requirement of the FCC that Control Group members be active in
the day to day
management of the business. These persons are Mr. Robert Andrew Hart IV,
Chairman and Chief
Executive Officer; Philip J. Chasmar, Executive Vice President, Secretary and a
director;
Lawrence Kaufman, a director; Jeffery Barbieri, a director; Dion Whitman, the
company's
Chief Information Officer and Acting Chief Financial Officer; H. Randolph Hart,
an Assistant
Secretary of the company and a director.
Certain board members were asked to serve as such because of their investment
in the H.
Randolph Hart Communications L.P., which provided the seed capital for the
project, and/or
because of their longstanding business ties with Mr. Robert Andrew Hart IV.
These
individuals are John H. Greenberg; Gilbert Ross Rasco; Joseph A Miller III; and
Vincent E.
Stuedeman.
Several individuals were asked (or sought) to serve as directors because of
sizable
investments in the project, either directly or through affiliates: James A.
Roddey; Allen
Terrell; Philip Nelson; and Frank Coughlin.
All the above-named directors have been re-elected by stockholders subsequent
to their
initial appointments.
Item 6 - Executive Compensation
The following table sets forth the total compensation paid to the executive
officers of
registrant during the years indicated. All compensation was paid in the form of
salary;
registrant has not yet adopted any deferred or incentive compensation plans.
All the
individuals noted in the table save Messrs. Heller and LaBelle are members of
registrant's
promotional group, and Messrs. Hart, Chasmar, Barbieri, Kaufman and Whitman are
members of
registrant's "control group' identified to the FCC. See Item 1.
<CAPTION>
1997 1996 1995
<S> <C>
Robert Andrew Hart IV Chairman of the Board; <C> <C> <C>
Chief Executive Officer $92,750.00 $154,531.40 $17,968.60
Philip J. Chasmar Executive Vice President;
Secretary $87,549.92 $94,944.84 $43,155.00
Jeffery V. Barbieri Senior Executive; $89,149.92 $94,944.84 $43,15
5.00
Lawrence Kaufman Senior Executive $87,549.92 $80,559.84 $57,540.00
Dion Whitman Acting Chief Financial
Officer;
Chief Information Officer $66,500.00 $24,769.20 $ -
James LaBelle Chief Operating Officer $37,000.00 $ - $ -
Doug L. Heller Chief Financial Officer $35,807.20 $89,623.60 $16,27
6.00
(g) Compensation of Directors
Those directors who are not employees of the company, viz., Messrs. Roddey,
Terrell, Nelson,
Coughlin, Miller, Greenberg, Rasco, Stuedeman and H. Randolph Hart, receive
attendance fees
of $1,250 per meeting, with a maximum of $5,000 payable for any single year
(exclusive of
expenses of attendance, which are reimbursed in full). Such fees are payable in
cash, or, at
the election of a director, are payable in the form of warrants to purchase
shares of
preference stock of 21st Century Telesis (II), Inc.; such warrants currently
have an
exercise price of $10 per share, and will be deemed to have a value of $10 per
share, so
that the $1,250 fee for attendance at a meeting will be paid in the form of an
option to
purchase 125 shares at an exercise price of $10 per share. The options will
have a term of
10 years and are fully vested upon issuance.
(h) Employment Contracts
Each of Messrs. Robert Andrew Hart IV, Philip J. Chasmar, Jeffery V. Barbieri,
Lawrence
Kaufman and Dion Whitman, who comprise registrant's promotional group, has a
written
employment contract with registrant. All of such contracts are terminable at
the will of
registrant's board of directors, and no termination indemnities are payable in
connection
with any such termination.
Mr. James LaBelle, registrant's Chief Operating Officer, is party to an
employment contract
with registrant pursuant to the terms of which he is to receive a base annual
salary of
$171,600 plus an automobile allowance of $500/month, with incentive
compensation as follows:
(a) a cash bonus of $25,000 upon completion of deployment of an operational PCS
system in
each Basic Trading Area in which registrant possesses licenses to offer PCS
service; (b) for
each full fiscal year for which the earnings before income taxes, depreciation
and
amortization ("EBITDA") of registrant from the operation of PCS systems shall
be a positive
number, as reflected in the annual audited financial statements of registrant,
Mr. LaBelle
will be paid a cash bonus equal to 0.25% of EBITDA for such year. The contract
also calls
for Mr. LaBelle to receive stock options commensurate with his position at such
time as
registrant establishes an employee stock option plan.
The contract is terminable at will, but if Mr. LaBelle is terminated
involuntarily following
a change in control of registrant, he will be entitled to receive a multiple of
the base pay
and incentive compensation he received in the fiscal year next preceding such
involuntary
termination: the multiple will be three times such annual compensation if the
termination
occurs within 12 months following a change in control; two times such annual
compensation if
the change of control occurs during the 13th through 24th month following such
change in
control; and an amount equal to such annual compensation if termination occurs
in the 25th
through 36th month after such a change in control. No indemnity will be payable
for an
involuntary termination that occurs thereafter.
(j) Compensation Committee Interlocks and Insider Participation.
Registrant's compensation committee consists of Mr. Allen Terrell, Mr. James
Roddey and Mr.
John Greenberg. None is an executive officer or employee of registrant or any
affiliate of
registrant. No employee or executive officer of registrant serves on the
compensation
committee of any entity whose board of directors or compensation committee
includes Mr.
Terrell, Mr. Roddey or Mr. Greenberg, or which employs any of them.
(k) Compensation Committee Action on Executive Compensation
Registrant's Compensation Committee was first organized on April 29, 1997. No
such committee
had existed prior to that time. No action was proposed or taken during the
fiscal year ended
September 30, 1997, or to the date of filing of this Form 10, to change the
compensation
payable to any executive officer of registrant, as it was deemed inappropriate
to increase
such compensation prior to the commencement of operations.
Item 7 - Certain Relationships and Related Transactions
(a) Transactions with management and others
Philip J. Chasmar and Jeffery V. Barbieri, both of whom are promoters and
directors of
registrant, control Aventine, Inc., a Texas corporation which in turn owns all
the
outstanding capital stock of Atlantic-Pacific Financial, Inc., an NASD
broker-dealer which
has participated in private placements of the securities of registrant. For the
twelve
months ended September 30, 1996 registrant paid brokerage commissions of
$453,512 to
Atlantic-Pacific Financial for sale of registrant's securities, and $618,648
for the
comparable period ended September 30, 1997. Registrant also paid finders fees
and fees for
marketing consulting to Aventine totalling $1,010,444 for the twelve months
ended September
30, 1996 and $436,959 for the like period ended September 30, 1997. Aventine,
Inc. paid
salaries of $45,000 during calendar year 1996 to each of Messrs. Chasmar and
Barbieri, and
to Mr. Lawrence Kaufman, a promoter and a director of registrant, and $62,000
each to Messrs
Chasmar, Barbieri and Kaufman for calendar year 1997.
During December, 1996 and January, 1997 registrant paid a total of $174,104 to
Hart
Engineers, a telecommunications engineering firm owned by Mr. Robert Andrew
Hart IV, the
Chairman and Chief Executive Officer of registrant, and one of registrant's
promoters. The
payments were reimbursements for advances made by Hart Engineers for the
benefit of
registrant, principally during the period prior to the commencement of and
during the FCC's
PCS auctions.
Registrant utilizes the services of Hart Engineers to provide engineering
oversight services
for the deployment of registrant's PCS systems. The arrangement, as authorized
by
registrant's board, calls for Hart Engineers to be compensated for such
services on a time
and materials basis, at rates not to exceed those customary in the industry for
services of
like character. Registrant paid $227,170 to Hart Engineers for services for the
twelve month
period ended September 30, 1997, and had an unpaid balance of an additional
approximately
$254,752 as of such date.
Prior to the C block auctions, registrant agreed with one of its stockholders,
Georgetown
Telephone Company, that in consideration of additional investment by
Georgetown, registrant
would attempt to win the Jackson, MS market in the auction, and would bid up to
$7 million
to do so. If the license was secured, Georgetown was to be offered the
opportunity to build
and manage the PCS system for the market and would also be given the right to
partition
Copiah and Simpson counties from the market for a further payment of $50,000.
Registrant
subsequently won the Jackson license, but at a cost greatly in excess of the $7
million
ceiling contemplated in the agreement with Georgetown. Mr. Joseph E. Miller,
one of the
directors of registrant, is Vice President and General Manager of the
Georgetown Telephone
Company, and beneficial owner of of the shares of registrant held of record by
Georgetown.
Neither registrant nor Georgetown Telephone Company has taken any steps to
implement these
agreements. Mr. Miller has informally indicated that he is not prepared at the
present time
to waive Georgetown's rights thereunder. Registant considers that such
agreements are not
enforceable in their original form, because the price paid for the Jackson
license
substantially exceeded the $7million ceiling contemplated by such agreements.
Family partnerships of which Mr. Frank Coughlin is a member purchased 115,000
shares of
preference stock of registrant and received assurances that he would be
appointed to
registrant's board and that he would be invited to serve as a consultant to
registrant for
unspecified compensation. Mr. Coughlin was appointed to registrant's board in
December,
1996, and has since been elected by stockholders. Although neither registrant
nor Mr.
Coughlin has taken any steps to implement this agreement, Mr. Coughlin has
informally
indicated that he is not prepared to relinquish his right to serve as a
consultant to
registrant in a paid capacity at some future time.
(d) Transactions with Promoters
Registrant was formed through the promotional efforts of Messrs. Robert Andrew
Hart IV,
Philip J. Chasmar, Jeffery V. Barbieri, Lawrence Kaufman and Dion Whitman. All
five
individuals continue to serve in executive capacities, and all save Mr. Whitman
are members
of registrant's board of directors. Compensation received by the promoters is
as shown in
Item 7 (a) above and Item 6. The ownership of registrant's stock by each
promoter is shown
in Item 4. All shares shown in Item 4 were issued for services rendered by the
promoters.
Item 8 - Legal Proceedings
The Antitrust Division of the U.S. Department of Justice ("Department") has
indicated to
registrant that it intends to commence a civil proceeding against registrant,
among others,
to challenge a bidding technique used by registrant and a number of other
participants in
the FCC's C block auctions. In one round of the C block auctions, registrant
used the BTA
number of Indianapolis as the last three digits of a bid it placed on Baton
Rouge, rather
than ending its bid with "000." The Department contends that this amounted to
an
impermissible signal to a rival bidder respecting registrant's intentions as to
the
Indianapolis market. Registrant disputes this characterization. The Department
has indicated
informally that if it decides to proceed registrant will be given the
opportunity to consent
to the entry of an injunction against use of trailing number bidding in future
government
auctions, with no admission of liability on the part of registrant and with no
monetary
penalties or fines.
Item 9 - Market Price of and Dividends on the Registrant's Common Equity and
Related
Stockholder Matters
There is no public trading market for registrant's securities. As of the filing
date of this
Form 10, registrant had approximately 695 holders of record of its Preference
Stock, the
security being registered on this Form 10.
Registrant has not paid any dividends on any of its outstanding stock and does
not
anticipate that it will pay dividends in the foreseeable future, since
substantial working
capital will be required to fund growth.
Item 10 - Recent Sales of Unregistered Securities
Registrant's affiliate, 21st Century Telesis, Inc., sold 175,000 shares of its
Preference
Stock at $5 per share to 11 accredited investors. Such sales, which were made
in reliance on
Sec. 4(2) of the Securities Act of 1933, and upon Rule 506, were made by
employees of the
company, and no commissions were paid. The sales took place between December,
1994 and
February, 1995.
Registrant has sold a total of 1,040,850 shares of its Preference Stock to 99
accredited and
non-accredited investors in reliance on Rule 506. All such sales were at a
price of $10 per
share, and took place between February, 1995 and February, 1997. Such sales
were effected by
employees of registrant, and no commissions were paid.
Units of an affiliated limited liability company, 21st Century Telesis LLC,
were offered to
accredited and non-accredited investors in an offering made under Rule 506 by
participating
NASD brokers. Such units were sold at a price of $11.50 each from November,
1995 to October,
1996, with a total of $11,677,847 raised. Sales commissions, expense allowances
and due
diligence fees of 15% were paid to participating brokers. The net proceeds of
this offering
were used to purchase shares of registrant, which were distributed to the LLC
investors pro
rata upon liquidation of the LLC. At total of 1,068,490 shares of registrant's
Preference
Stock were distributed to 379 investors in this manner.
Units of an affiliated limited liability company, PCS Communications LLC, were
offered to
accredited and non-accredited investors in an offering made under Rule 506 by
participating
NASD brokers. Such units were sold at a price of $14.50 each from August, 1996
to August,
1997, with a total of $5,995,536 raised. Sales commissions, expense allowances
and due
diligence fees of 15% were paid to participating brokers. The net proceeds of
this offering
were used to purchase shares of registrant, which were distributed to the LLC
investors pro
rata upon liquidation of the LLC. At total of 453,197 shares of registrant's
Preference
Stock were distributed to 216 investors in this manner.
The total of non-accredited investors in all the foregoing offerings did not
exceed 35 in
the aggregate.
Item 11 - Description Of Securities To Be Registered
The securities to be registered on this Form 10 are shares of Preference Stock
of 21st
Century Telesis (II), Inc., par value $0.10, of which 5,500,000 shares are
authorized for
issuance under the company's certificate of incorporation, with 2,571,328
shares issued and
outstanding as of the date of filing of this Form 10.
As specified in the company's certificate of incorporation, until June 30, 1996
the
company's Preference Stock (a) enjoyed a preference over the company's common
stock in
respect of distributions consequent on liquidation of the company and (b)
carried, as a
class, 49.9% of the total stockholder voting power, with the company's common
stock, as a
class, entitled to 50.1% of the total voting power. There are 100 shares of
common stock
authorized for issuance by the company's certificate of incorporation, and all
such shares
are issued and outstanding, and held by an affiliate, 21st Century Telesis, Inc.
Both the liquidation preference and the weighted voting provisions lapsed in
accordance with
their own terms on June 30, 1996. At the present time, registrant's Preference
Stock is
indistinguishable from its common stock in respect of dividend rights, voting
rights, and
rights on liquidation: holders of Preference Stock and common stock accordingly
participate
in dividend and liquidating distributions pro rata in accordance with the
number of shares
held, and each share of Preference Stock and each share of common stock is
entitled to one
vote on all matters on which stockholders are entitled to vote under Delaware
law. There are
no class voting rights or requirements applicable to the Preference stock or
the company's
common stock except as the same may be established by Delaware law of general
application.
The only respect in which the company's Preference Stock differs from its
common stock is
the redemption right applicable to Preference Stock set forth in the company's
certificate
of incorporation. Rules of the Federal Communications Commission governing the
company's PCS
licenses require that no person or affiliated group of persons may own more
than 25% of the
capital stock and the capital stock of the company's affiliate, taken together,
unless such
person or group is a member of the company's designated "control group." In
order to assure
continued compliance with the requirement, the company's certificate of
incorporation
provides that
The total number of shares of (a) the corporation's Preference Stock and
(b) the Preference Stock of 21st Telesis, Inc., a Delaware corporation,
that may be held by any one stockholder of this corporation, together
with all affiliates of such stockholder, shall not exceed 25% of the
total shares of capital stock of both such corporations issued and
outstanding at any time, and this corporation shall have the authority to
redeem from any stockholder, or any affiliate of any stockholder, that
number of shares of Preference Stock of this corporation necessary to
reduce the total of shares held by such stockholder, together with all
affiliates of such stockholder, to a number representing not more than
25% of the shares of capital stock of such corporations then outstanding.
Such shares shall be redeemed for cash, in an amount equal to the
aggregate par value of such shares or the fair market value of such
shares, as determined in good faith by the Board of Directors of the
corporation, whichever shall be lower. For purposes of this paragraph,
"affiliate" shall have the meanings assigned by Sec. 24.720 of Part 24 of
Chapter I of Title 47 of the Code of Federal Regulations, as amended from
time to time, or any provision substituted therefore of like intent.
The company's Board of Directors is not classified: each director is elected
annually. Given
the disproportion in the number of outstanding shares of Preference Stock
(2,571,328, as of
the filing date of this Form 10) and common stock (100), with each share being
entitled to
one vote, the holders of the company's Preference Stock have effective control
over the
company. Notwithstanding such control, however, the 21st Century Telesis Joint
Venture
Agreement imposes very substantial limitations on the ability of the
stockholders to
exercise any control whatever over the company's business - the provision of
PCS telephone
service - since the Joint Venture Agreement grants complete authority over such
business to
21st Century Telesis, Inc., which is in turn controlled by seven individuals
identified as
members of the licensee's "control group." This "control group" must maintain
actual
control over operations under the PCS licenses for their initial 10-year term.
See Item 1,
"Registrant's Licenses."
The company's Preference Stock does not carry any pre-emptive rights to acquire
additional
capital stock of the company.
Item 12 - Indemnification of Officers and Directors
All of registrant's written employment contracts contain a covenant that
registrant will
indemnify the employee for all losses sustained by the employee in direct
consequence of the
discharge of his duties on registrant's behalf. The employment contracts are
discussed in
Item 6(h), "Employment Contracts."
In addition, registrant's certificate of incorporation states :
Seventh. To the fullest extent permitted by the Delaware General Corporation
Law
as the same shall exist or as may hereafter be amended, a director of the
corporation
shall not be personally liable to the corporation or its stockholders for
monetary
damages for breach of the fiduciary duty as a director.
To the fullest extent permitted by the Delaware General as the same shall exist
or as may
hereafter be amended, the corporation as authorized to provide indemnification
of any
person who is or was an officer, employees, trustee or agent of the corporation
for
monetary damages for breach of their duty to the corporation or its
stockholders.
Item 13 Financial Statements
Registrant's financial statements are attached.
21st CENTURY TELESIS. INC.
21st CENTURY TELESIS (II), INC.
21st CENTURY TELESIS JOINT VENTURE and
21st CENTURY BIDDING CORPORATION
(DEVELOPMENT STAGE COMPANIES) COMBINED FINANCIAL STATEMENTS
SEPTEMBER 30. 1997
CONTENTS
Page
Independent Auditors Report 1
Combined Balance Sheets 2-3
Combined Statements of Operations 4
Combined Statements of Shareholders' Equity 5
Combined Statements of Cash Flows 6
Notes to Combined Financial Statements 8-21
Postlethwaite & Netterville
A Professional Accounting corporation
CERTIFIED PUBLIC ACCOUNTANTS
8550 UNITED PLAZA BLVD., SUITE 1001, BATON ROUGE, LOUISIANA 70809 0
TELEPHONE (504)922-4600 0 FAX (504) 922-4611
INDEPENDENT AUDITORS' REPORT
The Boards of Directors
21st Century Telesis, Inc.
21st Century Telesis (II), Inc.
21st Century Telesis Joint Venture, and
21st Century Bidding Corporation
(Development Stage Companies)
Costa Mesa, California
We have audited the accompanying combined balance sheets of 21st Century
Telesis, Inc., 21st Century Telesis (II), Inc., 21st Century Telesis Joint
Venture, and 21st Century Bidding Corporation (development stage companies)
as of September 30, 1997 and 1996 and the related combined statements of
operations, stockholders' equity, and cash flows for years ended September
30, 1997 and 1996 and the periods from inception, December 6, 1994, to
September 30, 1995 and 1997. These combined financial statements are the
responsibility of the Company's management. Our responsibility is to
express an opinion on these combined 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 audits
to obtain reasonable assurance about whether the combined financial
statements are free of material misstatement. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
combined 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 combined financial statements referred to above
present fairly, in all material respects, the combined financial position
of 21st Century Telesis,Inc.,21st Century Telesis (II),Inc.,21st Century
Telesis Joint Venture, and 21st Century Bidding Corporation (development
stage companies) as of September 30, 1997 and 1996, and the results of
their operations and their cash flows for the years ended September 30,
1997 and 1996 and the periods from inception, December 6,1994,through
September 30, 1995 and 1997 in conformity with generally accepted
accounting principles.
The accompanying combined financial statements have been prepared assuming
that the Companies will continued as going concerns. As described in Note
8 to the combined financial statements, in order to implement its business
plan, the Companies will require significant capital to meet its obligations
to the FCC, build out the PCS network infrastructure necessary to provide
service, and to provide working capital. These capital requirements raise
a substantial doubt about the Companies ability to continue as going
concerns. Management's plans in regard to this matter, which include
raising additional capital through debt offerings, are also described
in Note 8. The combined financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
Baton Rouge, Louisiana
May 8, 1998
1
DONALDSONVILLE - GONZALES - NEW ORLEANS - ST. FRANCISVILLE
ASSOCIATED OFFICES IN PRINCIPAL CITIES OF THE UNITED STATES
21st CENTURY TELESIS, INC.
21st CENTURY TELESIS (II), INC.
21st CENTURY TELESIS JOINT VENTURE and
21st CENTURY BIDDING CORPORATION
(DEVELOPMENT STAGE COMPANIES)
COMBINED BALANCE SHEETS
SEPTEMBER 30. 1997 AND 1996
ASSETS
<CAPTION>
1997 1996
CURRENT ASSETS
<S> <C> <C>
Cash $5,829,299 $5,447,791
Accrued interest receivable 7,292 9,073
Note receivable 50,000 50,000
Prepaid expenses 69,231 -
Total current assets 5,955,822 5,506,864
FURNITURE AND EOUIPMENT
Net of accumulated depreciation of
$55,226 and $24,519 103,820 91,472
OTHER ASSETS
PCS license costs, including capitalized
interest (Notes 3 and 8) 84,971,202 72,039,183
566,872
Deposit on PCS D and F block licenses - 2,000,000
Deposits 11,524 3,500
Organizational costs 2,705 2,705
Total other assets 85,552,303 74,045,388
Total Assets $91,611,945 $79,643,724
The accompanying notes are an integral part of these statements.
- -2-
LIABILITIES
<CAPTION>
1997 1996
CURRENT LIABILITIES
<S> <C> <C>
Accounts payable and accrued expenses $420,067 $413,714
Accrued interest - FCC currently payable 398,323 233,040
Note payable, current portion - 784,725
Due to stockholders (Note 6) - 174,104
Total current liabilities 818,390 1,605,583
LONG-TERM DEBTS - less current maturities
(Notes 2 and 3)
Notes payable - Federal Communications
Conunission 66,619,736 61,986,859
Accrued interest - FCC notes payable 2,788,262
Note payable - Siemens Stromberg-Carlson - 215,275
Total long-term debts 69,407,998 62,202,134
COMMITMENTS AND CONTINGENCIES (Note 8)
Total liabilities 70,226,388 63,807,717
STOCKHOLDERS' EOUITY
21st Century Telesis, Inc. (Notes 4 and 8)
Common stock - Series A, $01 par value, 736,429
shares authorized, issued and outstanding 7,364 7,364
Common stock - Series B, $01 par value,
1,970,714 shares authorized,
1,643,214 shares issued and outstanding
Preference stock,$.10 par value,5,500,000
sharesauthorized,175,000 shares
issued and outstanding 17,500 17,500
21st Century Telesis(II),Inc.(Notes 4,5 and 8)
Preference stock,$.10 par value,
5,500,000 shares authorized,
2,571,328 and 1,886,802 shares
issued and outstanding, respectively 257,133 188,680
Additional paid in capital 23,387,975 16,901,588
Deficit accumulated during the
development stage (2,284,415) (1,279,125)
Total Stockholders' Equity 21,385,557 15,836,007
Total Liabilities and Stockholders' Equity $91,611,945 $79,643,724
- -3 -
21st CENTURY TELESIS. INC.
21st CENTURY TELESIS (H). INC.
21st CENTURY TELESIS JOINT VENTURE and
21st CENTURY BIDDING CORPORATION
(DEVELOPMENT STAGE COMPANIES)
COMBINED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED SEPTEMBER 30, 1997 AND 1996 AND
FROM THE DATE OF INCEPTION, DECEMBER 6.1994, TO SEPTEMBER 30. 1995 AND 1997
<CAPTION>
Year Ended Year Ended Inception to Inception to
September 30, September30, September 30, September 30,
1997 1996 1995 1997
<S> <C> <C> <C> <C>
REVENUES $ - $ - $ - $ -
OPERATING EXPENSES
Salaries 563,665 389,904 278,643 1,232,212
Travel, meetings and conferences 154,578 140,052 87.712 382,342
Legal and other professional
services 225,409 106,679 - 332,088
Interest expense 49,186 42,523 212 91,921
Rent 64,080 33,744 17,173 114,997
Telephone and utilities 17,414 30,939 19,673 68,026
Payroll taxes 44,616 21,479 22,492 88,587
Office and other expenses 125,827 149,548 26,673 302,048
1,244,775 914,868 452,578 2,612,221
OTHER INCOME
Interest income 239,485 69,084 19,237 327,806
LOSS BEFORE PROVISION
FOR INCOME TAXES (1,005,290) (845,784) (433,341) (2,284,415)
Provision for income taxes
Note(7) - - - -
NET LOSS $(1,005,290) $(845,784) $(433,341) $(2,284,415)
21st Century Telesis. Inc.
Basic and diluted loss per share $(0.12) $(0.12) $(0.14)
Weighted average shares
outstanding 2,554,643 2,554,643 2,533,943
21st Century Telesis (II). Inc.
Basic and diluted loss per share $(0.30) $(0.93) $(2.60)
Weighted average shares
outstanding 2,339,447 590,751 33,433
The accompanying notes are an integral part of these statements.
- -4-
21st CENTURY TELESIS. INC.
21st CENTURY TELESIS (II). INC.
21st CENTURY TELESIS JOINT VENTURE and
21st CENTURY BIDDING CORPORATION
(DEVELOPMENT STAGE COMPANIES)
Page 1 of 2
COMBINED STATEMENT OF STOCKHOLDERS' EOUITY
FROM THE DATE OF INCEPTION. DECEMBER 6. 1994. TO SEPTEMBER 30. 1997
21st Century Telesis, Inc.
<CAPTION>
Common Stock Series A Common Stock Series B Preference Stock
No. of No. of No. of
Shares Amount Shares Amount Shares Amount
<S> <C> <C> <C> <C> <C> <C>
Inception, December 6, 1994 - $-- - $- -$-
Common stock Series A 736,429 7,364 - $- -$-
Common stock Series B issued
for services rendered - - 1,643,214 - -
Preference stock issued for cash
at $5.00 per share - - - - 175,000 17,500
Preference stock issued for cash
at $10.00 per share - - - - - _
Costs of raising equity - - - - - _
Net loss - - - - - -
BALANCE, September 30, 1995 736,429 7,364 1,643,214 - 175,000 17,500
Preference stock issued for cash
at $10.00 per share - - - - - -
Preference stock issued for cash
at $9.00 per share - - - - - -
Preference stock issued for cash
at $9.24 per share - - - - - -
Costs of raising equity - - - - - -
Net loss - - - -
BALANCE, September 30, 1996 736,429 $7,364 1,643,214 $- 175,000 $17,50
0
Preference stock issued for cash
at $10.00 per share - - - - - -
Preference stock issued for cash
at $9.24 per share - - - - - -
Preference stock issued for cash
at$10.77pershare - - - - - -
Costs of raising equity
Net loss - - - - - -
BALANCE, September 30, 1997 736,429 $7,364 1,643,214 $- 175,000 $17,50
0
The accompanying notes are an integral part of these statements.
- -5 -
21st CENTURY TELESIS. INC.
21st CENTURY TELESIS (II). INC.
21st CENTURY TELESIS JOINT VENTURE and
21st CENTURY BIDDING CORPORATION
(DEVELOPMENT STAGE COMPANIES)
Page 2 of 2
COMBINED STATEMENT OF STOCKHOLDERS' EOUITY
FROM THE DATE OF INCEPTION. DECEMBER 6.1994. TO SEPTEMBER 30. 1997
21st Century Telesis (II), Inc
<CAPTION>
Deficit
. Accumulated
Preference Stock Additional During the
No. of Paid In Development
Shares Amount Capital Stage Total
<S> <C> <C> <C> <C> <C>
Inception, December 6, 1994 - $- $- $- $-
Common stock Series A - - 17,636 - 25,000
Common stock Series B issued
for services rendered - - - - -
Preference stock issued for cash
at $5.00 per share - - 857,500 - 875,000
Preference stock issued for cash
at$10.Oopershare 113,000 11,300 1,118,700 - 1,130,000
Costs of raising equity - - (134,950) - (134,950)
Net loss - - - (433,341) (433,341)
BALANCE, September30, 1995 113,000 11,300 1,858,886 (433,341) 1,461,709
Preference stock issued for cash
at $10.00 per share 784,695 78,470 7,768,480 - 7,846,950
Preference stock issued for cash
at $9.00 per share 5,555 555 49,445 - 50,000
Preference stock issued for cash
at $9.24 per share 983,552 98,355 8,989,663 - 9,088,018
Costs of raising equity - - (1,764,886) - (1,764,886)
Net loss - - - (845,784) (845,784)
BALANCE, September 30, 1996 1,886,802 188,680 16,901,588 (1,279,125)
15,8
36,007
Preference stock issued for cash
at $10.00 per share 145,000 14,500 1,435,500 - 1,450,000
Preference stock issued for cash
at $9.24 per share 86,329 8,633 788,064 - 796,697
Preference stock issued for cash
at $10.77 per share 453,197 45,320 4,833,392 - 4,878,712
Costs of raising equity - - (570,569) - (570,569)
Net loss - - - (1,005,290) (1,005,290)
BALANCE, September 30, 1997 2,571,328 $257,133 $23,387,975 $(2,284,415)
$21
,385,557
The accompanying notes are an integral part of these statements
6
21st CENTURY TELESIS, INC.
21st CENTURY TELESIS (II). INC.
21st CENTURY TELESIS JOINT VENTURE and
21st CENTURY BIDDING CORPORATION
(DEVELOPMENT STAGE COMPANIES)
COMBINED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED SEPTEMBER 30. 1997 AND 1996 AND
FROM THE DATE OF INCEPTION. DECEMBER 6.1994. TO SEPTEMBER 30. 1995 AND 1997
<CAPTION>
Year Ended Year Ended Inception to Inception to
September 30, September 30, September 30, September 30,
1997 1996 1995 1997
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $(1,005,290) $(845,784) $(433,341) $(2,284,415)
Adjustment to reconcile net loss to net cash
used by operating activities:
Depreciation expense 30,707 21,984 2,535 55,226
Accrued interest receivable and prepaid expenses (67,450) (9,073) - (76,52
3)
Increase in accounts payable and accrued expenses (206,333) 279,525 134,18
8 207,380
Net cash used by operating activities (1,248,366) (553,348) (296,618) (2,098
,332)
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for PCS licenses (3,387,664) (11,819,284) - (15,206,948)
Payments for other capitalized system costs (312,119) - - (312,1
19)
Advanced on note receivable - (50,000) - (50,000)
Purchases of furniture and equipment (43,055) (104,620) (11,370) (159,045)
Payment of organizational costs and other deposits (8,024) (4,055) (2,150
) (14,229)
Net cash used by investing activities (3,750,862) (11,977,959) (13,520)
(1
5,742,341)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock - Series A - - 25,000 25,000
Proceeds from issuance of preference stock-
net of issuance costs 6,554,840 15,389,118 1,701,014 23,644,972
Advances from (repayments to) stockholder - net (174,104) 171,138 2,966
- -
Proceeds from note payable - 1,000,000 - 1,000,000
Payments on note payable (1,000,000) - - (1,000,000)
Net cash provided by financing activities 5,380,736 16,560,256 1,728,980
2
3,669,972
Net increase in cash 381,508 4,028,949 1,418,842 5,829,299
Cash at beginning of period 5,447,791 1,418,842 - -
Cash at end of period $5,829,299 $5,447,791 $1,418,842 $5,829,299
See Note 9 for supplemental cash flow information
The accompanying notes are an integral part of these statements.
- -7-
21st CENTURY TELESIS. INC.
21st CENTURY TELESIS (II), INC.
21st CENTURY TELESIS JOINT VENTURE and
21st CENTURY BIDDING CORPORATION
(DEVELOPMENT STAGE COMPANIES)
NOTES TO COMBINED FINANCIAL STATEMENTS
1. SIGNIFICANT ACCOUNTING POLICIES
a. Nature of Business
21st Century Telesis, Inc. ("21st I") and 21st Century Telesis (II), Inc.
("21st II")
have been in the development stage since formation as Delaware corporations on
December 6, 1994, and January 5, 1995, respectively. The two corporations were
formed to participate in auctions by the Federal Communication Commission
("FCC") of
licenses to provide Personal Communications Services ("PCS"), a new
telecommunications
service.
In order to take advantage of certain bidding preferences granted by the FCC
to "designated entities" (qualifying small businesses, woman/minority owned
businesses and independent telephone companies), 21st I and 21st II thereafter
formed 21st Century Telesis Joint Venture ("21st JV") under the general
partnership
law of Delaware, to serve as the entity that would participate in the FCC
auction
and build and operate PCS systems under any licenses won at the FCC auction.
Under
the terms of the Joint Venture Agreement, which was executed as of January 23,
1995,
21st 1 controls and manages 21st IV, for which services it is reimbursed for
all its
direct and indirect costs. Profits, gains and losses of the 21st JV are to be
distributed 30% to 21st I and 70% to 21st II.
In the first FCC auction reserved to designated entities, for 30 MHz C block
PCS
licenses, the 21st IV obtained a total of 17 C block PCS licenses out of the
493
awarded, with total net winning bids of $98,192,838; of this total, $9,819,284
was paid in cash by the 21st IV, as required by the FCC.
Thereafter, the 21st JV formed a wholly owned Delaware subsidiary, 21st Century
Bidding Corporation (21st BC), to participate in the FCC auctions for 10 MHz D
and
F block PCS licenses. On January 15, 1997, the FCC announced that 21st BC was
the
high bidder for 2 D and 8 F block PCS licenses, with total net winning bids of
$5,649,930; of this total, $2,019,483 was paid in cash by 21st BC, as required
by the FCC.
The Companies' PCS licenses and intended areas of operations include certain
market areas within Indiana, Mississippi, Nebraska, and New York. The Companies
are in the development stage and, to date, have devoted substantially all of
their
efforts to developing their business strategy, raising capital, and designing
and
developing their wireless network. Accordingly, the Companies have recognized
no
operating revenues and have incurred, and expect to continue to incur,
operating
losses and cash flow deficits.
b. Principles of Combination
The accompanying financial statements reflect the combination of the individual
financial statements of 2lst 1, 21st II, and 21st BC (collectively referred to
as
"the Companies") which have common ownership, management, and operations. The
individual financial statements of the 21st IV are also combined, since it is
the
vehicle by which the Companies presently intend to conduct all operations.
Combination
of the individual financial statements provides a more meaningful financial
presentation than would the individual statements shown separately.
Intercompany
transactions and balances have been eliminated in these combined financial
statements.
- -8-
21st CENTURY TELESIS, INC.
21st CENTURY TELESIS (II). INC.
21st CENTURY TELESIS JOINT VENTURE and
21st CENTURY BIDDING CORPORATION
(DEVELOPMENT STAGE COMPANIES)
NOTES TO COMBINED FINANCIAL STATEMENTS
1. SIGNIFICANT ACCOUNTING POLICIES (continued)
c. Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
d. PCS License Costs and Capitalized System Development Costs
License costs represent the cost of the C, D, and F block PCS licenses granted
by the FCC. The PCS licenses financed by the FCC under favorable financing
terms are accounted for in accordance with industry practice at the net
present value of the debt obligations assumed plus any cash paid for the
respective licenses. Interest related to debt pertaining to each PCS license
is capitalized until that license is placed in service. Amortization of the
capitalized costs related to each license will commence when that license is
placed in service and will be computed on a straight-line basis over a period
not to exceed forty (40) years.
On September 17, 1996 21st IV acquired 17 C block PCS licenses from the FCC for
an aggregate price of $98,192,838, net of bidding credits. As a designated
entity, 21st IV received bidding credits equal to 25% of the gross bid price of
the licenses. The Company paid $9,819,284 in cash and financed the
remaining 90%, or $88,373,554, with the FCC at an interest rate of 7.0% as
described in Note 3. The C block licenses are recorded at the net present
value of these payments, or $71,748,460, using an estimated borrowing cost for
debt similar to that issued by the FCC of 13%. 21st JV capitalized interest
costs, $8,453,867 and $290,723 at September 30, 1997 and 1996, respectively,
related to the acquisition of the C block PCS licenses while activities are
in process to ready the licenses for their intended use.
On January 15, 1997 21st BC acquired 2 D block PCS licenses from the FCC for
an aggregate price paid in cash of $1,l 11,871. 21st BC also acquired 8 F block
PCS licenses from the FCC on this date for an aggregate price of $4,538,059.
21st BC paid $907,612 in cash and financed the remaining balance of $3,630,447
with the FCC at an interest rate of 6.25% as described in Note 2. The F block
PCS
licenses are recorded at the net present value of these payments, or
$3,515,181,
using an estimated borrowing cost of 13%. 21st BC has capitalized interest
costs
of $141,822 at September 30, 1997 related to the F block PCS licenses.
As more fully described in Note 3, the FCC has announced that C block
licensees,
including the Companies, may elect various options that, depending on the
Companies'
election, could significantly affect the carrying values of the licenses
reflected
in these financial statements.
- -9-
21st CENTURY TELESIS. INC.
21st CENTURY TELESIS (II). INC.
21st CENTURY TELESIS JOINT VENTURE and
21st CENTURY BIDDING CORPORATION
(DEVELOPMENT STAGE COMPANIES)
NOTES TO COMBINED FINANCIAL STATEMENTS
SIGNIFICANT ACCOUNTING POLICIES (continued)
d. PCS License Costs and Capitalized System Development Costs (continued)
Management periodically reviews the values assigned to the PCS licenses to
determine whether any impairments are other than temporary. This assessment
is based on the undiscounted future cash flows from operating activities
compared
to the carrying value of the related assets. In performing this analysis,
management
considers such factors as current business plans, trends and prospects, and
other economic factors. An impairment loss would be recognized when the sum
of the expected future net cash flows is less than the carrying amount of the
asset. Management believes that the PCS licenses in the accompanying
combined financial statements are appropriately valued although the
uncertainties
described in the previous paragraph and in Notes 3 and 7 could have a
significant
affect on this evaluation in the near future.
Costs incurred related to the design and development of the PCS System have
been capitalized and will be amortized as a component of the PCS system when
placed in service.
e. Furniture, Equipment and Depreciation
Furniture and equipment are recorded at cost and will be depreciated over
their estimated useful lives of 5 years on a straight-line basis.
f. Organizational Costs
The Companies have incurred various costs associated with the formation of the
Companies. These costs have been capitalized in these combined financial
statements
and are to be amortized on a straight-line basis over a period of five years
once
operations commence.
g. Capital Stock
21st I and 21st II have issued capital stock and incurred various costs,
such as brokerage commissions, legal and other related costs, which are
deducted
from additional paid in capital of the related stock.
h. Income Taxes
The Companies file separate income tax returns. Provisions for income taxes are
based on income taxes payable for the current year and deferred taxes on
temporary
differences between the tax bases of assets and liabilities and their reported
amounts in the financial statements. Deferred tax assets and liabilities are
included in the financial statements at currently enacted income tax rates
applicable to the period in which the deferred tax assets and liabilities are
expected to be realized or settled as prescribed in FASB Statement No. 109,
Accounting for Income Taxes. As changes in tax laws or rates are enacted,
deferred tax assets and liabilities are adjusted through the provision for
income taxes.
- - 10-
21st CENTURY TELESIS. INC.
21st CENTURY TELESIS (II), INC.
21st CENTURY TELESIS JOINT VENTURE and
21st CENTURY BIDDING CORPORATION
(DEVELOPMENT STAGE COMPANIES)
NOTES TO COMBINED FINANCIAL STATEMENTS
1. SIGNIFICANT ACCOUNTING POLICIES (continued) Statements of Cash Flows
The Companies consider all highly liquid debt instruments purchased with an
original maturity of three months or less to be cash equivalents. Supplemental
disclosures of cash flow information are as follows:
<CAPTION>
Year Ended Year Ended Inception to Inception to
September 30, September 30, September 30, September 30,
1997 1996 1995 1997
<S> <C> <C> <C> <C>
Cash paid for interest $3,183,906 $457 $212 $3,184,575
Cash paid for income taxes 4,115 4,820 - 8,935
Non-cash investing and
Financing activities:
Liabilities incurred for
acquisition of PCS licenses 2,607,569 61,929,176 - 64,536,745
Common stock issued in
exchange for origination
costs paid by stockholder - - 20,000 20,000
j. Fair Value of Financial Instruments
The Companies' financial instruments consist primarily of cash, note
receivable, trade payables and debt instruments. The book value of these
instruments are considered to be their respective fair value. The determination
of the book value of the FCC note obligations is discussed at Note 3.
11
21st CENTURY TELESIS. INC.
21st CENTURY TELESIS (II), INC.
21st CENTURY TELESIS JOINT VENTURE and
21st CENTURY BIDDING CORPORATION
(DEVELOPMENT STAGE COMPANIES)
NOTES TO COMBINED FINANCIAL STATEMENTS
1. SIGNIFICANT ACCOUNTING POLICIES (continued)
k. Earnings Per Share
The combined financial statements are presented in accordance with Statement
on Financial Accounting Standards (SFAS) No. 128, "Earnings Per Share". Basic
EPS
is completed using the weighted average number of shares outstanding during
each period. Diluted EPS gives the effect of the potential dilution of earnings
which may have occurred if dilutive potential shares had been issued. Since
the Companies incurred net losses, both basic and diluted earnings per share
are the same amount. Options, warrants and commitments to issue capital
stock have been excluded from the computation of diluted net loss per share as
the effect of their inclusion would have been anti-dilutive.
The following table reconciles the numerator and denominator of the basic and
diluted earnings per share computations shown on the combined statements of
operations:
<CAPTION>
Years ended September 30, Inception to
1997 1996 September30. 1995
<S> <C> <C> <C>
21st Century Telesis. Inc.
Numerator: Net loss ($296.735) ($295.066) ($ 346.347)
Denominator: Shares outstanding
Common stock - Series A $ 736,429 $736,429 $ 736,429
Common stock - Series B 1,643,214 1,643,214 1,641,014
Preference stock 175,000 175,000 156,500
$2,554,643 $2,554,643 $2,533,943
Basic and diluted EPS ($.12) ($.12) ($.14)
21st Century Telesis II. Inc.
Numerator: Net loss ($708,555) ($550,718) ($ 86,994)
Denominator:
Preference shares outstanding $ 2,399,447 $590,751 $33,433
Basic and diluted EPS ($.30) ($.93) ($2.60)
12
21st CENTURY TELESIS. INC.
21st CENTURY TELESIS (II), INC.
21st CENTURY TELESIS JOINT VENTURE and
21st CENTURY BIDDING CORPORATION
(DEVELOPMENT STAGE COMPANIES)
NOTES TO COMBINED FINANCIAL STATEMENTS
1. SIGNIFICANT ACCOUNTING POLICIES (continued)
1. Recent Accounting Standards
In June 1997, the Financial Accounting Standards Board issued SFAS No.
30 "Reporting Comprehensive Income". This statement establishes standards
for reporting of comprehensive income and its components in financial
statements. Comprehensive income is the total of net income and all other
nonowner
changes in equity. The Companies are required to adopt SFAS No. 130 no later
than the fiscal year ended September 30, 1999. Reclassification of comparative
financial statements provided for earlier periods will be required. The
Companies
believe that the display of comprehensive income will not differ materially
from
the currently reported net loss attributable to stockholders.
2. NOTE PAYABLE
At September 30, 1997 and 1996, note payable consisted of:
<CAPTION>
1997 1996
<S> <C> <C>
Note payable to Siemens Stromberg-Carlson, due in
five quarterly installments, commencing October 31,
1996, and any remaining balance due on
October 31, 1997. The note was unsecured with
interest at 10.59%. The note was paid in full in 1997. $- $1,000,000
Less: Current portion - ( 784,725)
Note payable due after one year $- $215,275
3. FCC LICENSE OBLIGATIONS
Pursuant to the successful bid for 17 C block PCS licenses, 21st JV entered
into
17 notes payable to the Federal Communications Commission (FCC) dated September
17, 1996 totaling $88,373,554. The original terms of the notes require interest
at a rate of 7.0% per annum due in quarterly interest payments of $l,546,537
through
September 30, 2002. Commencing December 31, 2002, quarterly principal and
interest
payments of $6,380,533 are required with any unpaid balances due on September
17, 2006.
Each note is secured by the respective PCS C block license. In accordance
with industry practices, the C block license notes were recorded at $61,929,027
which represents the net present value of these payments based on the
Companies' estimate of borrowing costs of 13% for debt similar to that issued
by the FCC.
13
21st CENTURY TELESIS. INC.
21st CENTURY TELESIS (II). INC.
21st CENTURY TELESIS JOINT VENTURE and
21st CENTURY BIDDING CORPORATION
(DEVELOPMENT STAGE COMPANIES)
NOTES TO COMBINED FINANCIAL STATEMENTS
3. FCC LICENSE OBLIGATIONS (continued)
Pursuant to the successful bid for 8 F block PCS licenses, 21st BC entered into
8
notes payable to the FCC dated April 28, 1997 totaling $3,630,447. The original
terms of the notes require interest at a rate of 6.25% per annum due quarterly
from
July 28, 1997 through April 28, 1999 in the amount of $56,726. Commencing
July 28, 1999, quarterly principal and interest payments of $145,034 are
required
with any unpaid balances due on April 28, 2007. Each note is secured by the
respective PCS F block license. Similar to the C block licenses, the F block
license notes are recorded at $2,607,569 which represents the net present value
of
these payments based on the Company's estimated borrowing cost of 13% for
similar debt.
The difference in the net present value of the C and F block license notes and
the
stated amount of these debts represents the amount of discount recorded for
both the
notes payable and the related licenses. The discounts recorded for both the C
and the
F block PCS license note payables are being amortized to interest costs and
capitalized
as a part of the license costs until the licenses are placed in service. During
the
years ended September 30, 1997 and 1996, the Companies capitalized $8,304,966
and $290,723, respectively, as interest costs which included $2,025,307 and
$57,683,
respectively, of discount amortization during each year. Since inception the
Companies have capitalized $8,595,689 as interest costs, including $2,082,990
of discount amortization.
The C and F block license notes require future payments during each of the
years
ending September 30: none in 1998; $88,308 in 1999; $367,249 in 2000; $390,746
in
2001; $415,746 in 2002; and $90,741,952 thereafter.
In March 1997, the FCC issued an order suspending quarterly interest payments
due
under the C block license notes for an indefinite period of time. In April
1997, the
FCC issued a similar interest payment suspension order for the F block license
notes.
The interest under these note obligations continues to accrue and has been
recorded
in these financial statements as accrued interest payable.
On March 24, 1998, the FCC issued an order requiring licensee to resume payment
of
interest on C and F block license notes along with payment of the interest
accrued
during the interest payment suspension period in eight equal quarterly
installments
commencing July 30, 1998. Accrued interest for these notes through September
30, 1997
has been classified in accordance with these repayment terms. The same FCC
order also
outlines three means by which licensees might reduce the debt they owe to the
FCC on
their C block licenses:
1. Disaggregation. A licensee can elect to return one-half of its spectrum (15
MHz of
its 30 MHz) and surrender such spectrum to the FCC for reauction for a 50%
reduction
in the respective license debt. A licensee must disaggregate spectrum for all
of the
Basic Trading Area licenses it holds within any Major Trading Area (MTA), but
need not
start of the reauction. Licensees electing this option will repay in eight
equal
quarterly installments, beginning with the payment due in July, 1998, all
interest
that was accrued during the suspension period, adjusted to reflect the
reduction in debt
obligations. Disaggregation may be combined with the prepayment option
described below.
14
21st CENTURY TELESIS, INC.
21st CENTURY TELESIS (IL). INC.
21st CENTURY TELESIS JOINT VENTURE and
21st CENTURY BIDDING CORPORATION
(DEVELOPMENT STAGE COMPANIES)
NOTES TO COMBINED FINANCIAL STATEMENTS
3. FCC LICENSE OBLIGATONS (continued)
Fifty percent of the down payment of such licenses is considered a down payment
for
the retained 15 MHz, and 20% of the original down payment may, at the
licensee's option,
be applied either to interest accrued during the suspension period or as a
reduction of
outstanding principal.
2. Amnesty. A licensee can elect to surrender all licenses within a given MTA,
and
in return will have the corresponding C block debt forgiven. The down payment
for
surrendered C block licenses will be, at the licensee's option, (a) forfeited,
and the
licensee will remain eligible to bid in the reauction of its returned licenses
or (b)
subject to the seventy percent credit and the licensee will forego eligibility
to
reacquire the subject licenses for a period of two years from the date the
reauction
d for retained 15 MHz licenses in a disaggregated MTA.
3. Prepayment. A licensee can elect to purchase any of its licenses by
prepaying the
license note at the face value of the note. All licenses within any single MTA
must
be purchased under this option. In addition, a licensee can use 70% of its
total down
payments on surrendered licenses as credit towards the prepayment of any of the
licenses
it elects to purchase. The licensee may not rebid in the reauction for any of
the licenses surrendered,
and is prohibited from acquiring surrendered licenses in the secondary market
for a period of two years. As noted above, disaggregation may be combined with
prepayment.
The licensees may choose different options for different licenses. Action on
any of
these three options must be taken by June 8, 1998. The Companies are evaluating
these
alternatives from financial, strategic and economic standpoints, and are also
evaluating the alternative of maintaining all their current licenses intact.
4. CAPITAL STOCK
21st 1 has the authority to issue common stock (Series A and Series B) and
preference
stock. All such shares are entitled to one vote per share. Until June 30, 1996,
Series
A common stock and preference stock carried preferences as to liquidating
distributions,
equal in amount to the original subscription price of the shares. Such
preferences
lapsed by their own terms after that date, and any subsequent distributions
will be pro
rata as to all classes and series of the corporation's capital stock.
21st I issued 1,621,214 shares of common stock Series B on December 15, 1994 to
eight
individuals for services provided prior to, and as part of the formation of
21st I.
21st I also issued 22,000 shares of common stock Series B on January 30, 1995
to two preference stockholders in consideration for their preference stock
investment
and to a third party in consideration of services rendered. No value has been
assigned
to the Series B shares issued for noncash consideration due to the lack of an
objective
valuation.
15
21st CENTURY TELESIS, INC.
21st CENTURY TELESIS (II). INC.
21st CENTURY TELESIS JOINT VENTURE and
21st CENTURY BIDDING CORPORATION
(DEVELOPMENT STAGE COMPANIES)
NOTES TO COMBINED FINANCIAL STATEMENTS
4. CAPITAL STOCK (continued)
21st II also has common and preference stock. All of the corporation's
authorized
common stock, 100 shares, is owned by 21st I; such shares have been eliminated
in
these combined financial statements. At September 30, 1997 and 1996, 21st II
had
issued 1,864,193 shares of its preference stock to investors. Earlier
preferences as to
liquidating distributions and weighted voting rights lapsed by their own terms
on June 30, 1996, and each share of the corporation's common and preference
stock
now participates equally in any distributions and is entitled to one vote.
In order to comply with certain FCC requirements applicable to the licenses
held by the
21st IV (see Notes I a and 8), both 21st I or 21st II are authorized to redeem
shares of
their preference stock at their original issue prices to ensure that no single
affiliated
group of investors (other than the founding stockholders of 21st I) owns more
than 25% of
the total outstanding capital stock of the two corporations.
5. CAPITAL STOCK OPTIONS AND WARRANTS
21st II granted an option to PCS Communications, LLC to purchase 400,000 shares
of 2lst
II's preference stock for a cash price of $10.75 per share. The number of
shares subject
to this option was subsequently informally increased and during the year ended
September
30, 1997, PCS Communications, LLC paid $4,878,712 pursuant to the stock option
agreement
to 21st II for 430,537 preference shares which were issued subsequent to
September 30, 1997.
21st II has from time to time approved the grant of warrants to individuals to
purchase
shares of 21st II preference shares at an exercise price of $10.00 per share.
During the
years ended September 30, 1997 and 1996, 21st II approved the grant of 94,600
and 48,420,
respectively, warrants as compensation for certain broker services. Management
issued
120,300 of such warrants during February and March 1998. These warrants are
exercisable
for 10 years from the date of issuance at an exercise price of$10.00 per
preference share
of 21st II. Management expects to issue more warrants in connection with prior
services
and the future sale of 2111 capital stock. No warrants were issued or exercised
through
September 30, 1997.
6. RELATED PARTY TRANSACTIONS
The Companies owed a stockholder and officer $174,104 at September 30, 1996 for
expenses
paid on behalf of the Companies. These amounts were repaid, without interest,
during the
year ended September 30, 1997.
The 21st IV has retained an engineering firm owned by a stockholder and officer
to
provide telecommunications engineering service in connection with the design
and
build-out of the Joint Venture's markets. During the year ended September 30,
1997,
the Companies paid $227,170 and owed approximately $254,752 at September 30,
1997 to
this firm for services rendered. The majority of these costs have been
capitalized as
network design and development costs.
16
21st CENTURY TELESIS. INC.
21st CENTURY TELESIS (II), INC.
21st CENTURY TELESIS JOINT VENTURE and
21st CENTURY BIDDING CORPORATION
(DEVELOPMENT STAGE COMPANIES)
NOTES TO COMBINED FINANCIAL STATEMENTS
6. RELATED PARTY TRANSACTIONS (continued)
The Companies paid $436,959 and $1,010,044 in consulting fees and finder fees
to
Aventine, Inc., a corporation controlled by two stockholders and directors of
21st I
in connection with the sale of shares of2lst II during the years ended
September 30,
1997 and 1996, respectively. The Companies also owed Aventine $48,063 for such
fees
at September 30, 1997. Aventine, Inc. controls a NASD broker-dealer that
participated
in such sales. Aventine, Inc. paid salaries to three stockholders and directors
of
2lst I.
The Companies entered into a commitment to offer the opportunity to a
stockholder and
director to build and manage the PCS network in one of the Companies' license
areas.
The Company also entered into a commitment with a stockholder and director for
consulting services to be provided pursuant to developing another of the
Companies'
PCS market areas. There has been no development to date in these PCS license
areas
or payments made pursuant to these commitments.
7. PROVISION FOR INCOME TAXES
The components of the provision for income taxes are as follows:
<CAPTION>
Year ended Year ended Inception to Inception to
September 30, 1997 September 30, 1996 September 30, 1995 September 30,
1997
<S> <S> <C> <C> <C>
Current tax Expense ($6,815) $6,815 $-- $-- $-
Deferred tax (benefit) provision (292.895) (279.245) (160.320) (732.460)
(299,710) (272,430) (160,320) (732,460)
Change in valuation
Allowance 299,710 272,430 160,320 732,460
Income tax expense $- $- $- $-
Developmental and pre-operating costs are deferred for income tax purposes.
Deferred
deductions and net operating loss carryforwards create a deferred tax asset of
$732,460
and $432,750 at September 30, 1997 and 1996, respectively. A valuation
allowance has been
recorded against the deferred income tax asset due to the uncertainty of
realization of
these assets at September 30, 1997 and 1996. The valuation allowance will be
reduced at
such time as management believes it is more likely than not that the related
net deferred
tax assets will be realized.
17
21st CENTURY TELESIS. INC.
21st CENTURY TELESIS (IL). INC.
21st CENTURY TELESIS JOINT VENTURE and
21st CENTURY BIDDING CORPORATION
(DEVELOPMENT STAGE COMPANIES)
NOTES TO COMBINED FINANCIAL STATEMENTS
8. COMMITMENTS AND CONTINGENCIES
Capital Stock
21st I has agreed with its preference stockholders that if 21st 1 or 21st II
subsequently issues preference shares at a price lower than $10 per share, all
21st
I shareholders who purchased preference shares at $5 per share will be given an
opportunity
to purchase additional preference shares at par value ($.10) to reduce their
average
acquisition cost per share to an amount equal to 50% of any subsequent
preference share
offering at less than $10 per share. During 1997, 21st II issued preference
shares at
amounts less than $10 per share. Accordingly, at September 30, 1997 21st I was
obligated
to issue 19,886 shares of its preference shares at par value ($ .10).
FCC Control Requirements
As a qualifying small business with an identified control group (certain of the
founding stockholders of2lst I), the 21st IV benefited from bidding credits and
installment financing in the FCC's C and F block auctions. The 21st IV must
continue
to comply with applicable FCC small business criteria for the initial 10-year
term of
the licenses; failure to do so will result in an immediate requirement to pay
the unpaid
balance of the license fees in cash and to refund the bidding credits, plus
interest
thereon. With FCC approval, the C and F block licenses owned by the 21st JV may
be
transferred at any time to another entity that qualifies under the FCC small
business
criteria. Transfers to non-qualifying transferees are prohibited during the
first five
years after license award; non-qualifying transfers from the sixth year after
license a
ward through tenth and final year of the initial license term require the cash
payment
of the unpaid balance of the license fees and the refund of the bidding
credits, plus
interest thereon.
FCC Build-out Requirement
All PCS license holders are required to meet certain requirements imposed by
the FCC
relating to the provision of service in each license area. C block license
holders must
provide coverage to one-third of the population in each license service area
within five
years of license grant and two-thirds of the population in each license service
area within
ten years of license grant. F block license holders must provide coverage to
one-quarter
of the population in each license service area within five years of license
grant, or make
a showing of substantial service in their license area within five years of
being licensed.
Failure to comply with the build-out requirements could subject 21st JV to
license
forfeiture or other penalties, and may have a material adverse effect on the
financial
condition of
2lst JV.
PCS Network Build-out and Development
Management of the Companies is negotiating with equipment vendors to acquire,
install
and maintain PCS network equipment in the operating areas represented by its
PCS licenses.
Related thereto, the Companies have entered into a contract with Hughes Network
Systems
for the design and installation of PCS equipment throughout the Companies'
operating
regions. The contract is subject the ability of the Company to obtain
satisfactory
financing for the network development. The Company will substantially rely on
and be
dependent upon this equipment supplier and other suppliers to install and make
operational the equipment and technology necessary for the Companies' PCS
network.
21st CENTURY TELESIS. INC.
21st CENTURY TELESIS (II). INC.
21st CENTURY TELESIS JOINT VENTURE and
21st CENTURY BIDDING CORPORATION
(DEVELOPMENT STAGE COMPANIES)
NOTES TO COMBINED FINANCIAL STATEMENTS
8. COMMITMENTS AND CONTINGENCIES (continued)
FCC Network Build-out and Development (continued)
The development of the infrastructure necessary to offer PCS services is
subject
to delays and risks, including those inherent in the general uncertainty
associated
with design, acquisition, installation and construction of wireless telephone
systems.
vals which are beyond the Companies' control. Delays in the site acquisition
process,
as well as in the acquisition of equipment or in construction, could adversely
affect
the timing for build-out of the Companies' licenses.
The Companies will require substantial amounts of additional capital to design,
develop
nt of $550 to $600 million, to be raised in the form of a debt offering backed
by equipment
lease with partial lease payment guarantees by prospective equipment vendors
and with
credit enhancement insurance. As previously described, the Companies have
signed a contract
with a major supplier of wireless communications equipment to provide and
install the PCS
network for the Companies' 27 markets; as part of that understanding, the
supplier has
agreed, in principle, to provide the vendor guarantees necessary for the
proposed debt
financing. The supplier's obligation is subject to a number of contingencies,
including
the successful closing of the debt financing. Although no assurances can be
offered,
management believes that the Companies will be successful in finalizing these
financing
arrangements, which will permit the timely build-out of its PCS systems and
provide
necessary working capital and debt service capital.
Leases
The Companies are obligated under various long-term operating leases for office
space
which expire at various dates through 2007. The leases provide from minimum
annual rentals
plus certain payments for property operating expenses and property taxes and
include
certain renewal options. Future minimum lease commitments under noncancellable
operating
leases are as follows for each of the years ending September 30:
1998 $145,975
1999 145,975
2000 147,536
2001 164,699
2002 155,114
Thereafter 245,246
Total minimum lease commitments
Total minimum lease commitments $1,004,545
21st CENTURY TELESIS. INC.
21st CENTURY TELESIS (II). INC.
21st CENTURY TELESIS JOINT VENTURE and
21st CENTURY BIDDING CORPORATION
(DEVELOPMENT STAGE COMPANIES)
NOTES TO COMBINED FINANCIAL STATEMENTS
8. COMMITMENTS AND CONTINGENCIES (continued)
Other
The Companies had amounts on deposit with financial institutions in excess of
federally insured limits totaling $5,685,198 at September 30, 1997.
Uncertainties Regarding Future Operations
The Companies are developmental companies which have incurred net losses since
inception and expect to continue to experience net losses and cash flow
deficiencies
from operations. In order to implement its business plan, significant capital
will
be required to meet the FCC debt obligations, design and build out the PCS
network
infrastructure necessary to provide services, meet operating costs and working
capital
needs, and to market and promote the Companies' services.
Uncertainties Regarding Future Operations (continued)
The Companies currently have 17 C block PCS licenses which have been financed
by the FCC. As described in Note 3, the FCC has given C block licenses the
option of returning entire licenses or a portion of their licensed spectrum.
This election must be made no later than June 8, 1998.
As described above in "PCS Network Build-out and Development," the Companies
are
exploring debt financing in the range of $550 to $600 million, which would be
sufficient to permit development to operational status of all 27 of the
Companies'
markets. If the prospects of securing such financing diminish, or if such
financing
proves unavailable by the June 8, 1998 election date, the Companies may elect
to
return licenses or spectrum. A decision by the Companies to return licenses
would
reduce the number of markets in which the Companies would be authorized to
offer
PCS services, and would therefore adversely affect prospects for future growth.
Management believes a decision to return spectrum would not affect near-term
growth,
since retained spectrum would be sufficient to support voice telephone
operations
at anticipated levels of market penetration for several years, but might
constrain
the Companies' long-term competitive ability to offer other services, such as
certain kinds of highspeed data transfer, video telephone services, etc. In
either
case, these limitations on future growth would be the price paid for the
benefit of
a substantial reduction in the Companies' near term capital needs and
infrastructure
capital costs. It is not clear what affect, if any, the return of licenses or
spectrum would have on the Companies' long-term ability to raise additional
capital.
20
21st CENTURY TELESIS. INC.
21st CENTURY TELESIS (II). INC.
21st CENTURY TELESIS JOINT VENTURE and
21st CENTURY BIDDING CORPORATION
(DEVELOPMENT STAGE COMPANIES)
NOTES TO COMBINED FINANCIAL STATEMENTS
9. 21st CENTURY TELESIS (II). INC.
As described in Note lb., the combined financial statements included in the
financial statements of 21st Century Telesis (II), Inc. The condensed balance
sheets and statements of operation for 21st II are presented below:
<CAPTION>
September 30, September 30,
1997 1996
<S> <C> <C>
Balance Sheet
Cash and cash equivalents $ 5,784,144 $5,329,268
Interest receivable 6,781
Investment in 21st Century Joint Venture 18,886,765 10,478,407
Organizational costs 1.400 1.400
$24.672.309 $15.815.856
Accounts payable and accrued expenses $72,058 $237,436
Due to 21st Century Joint Venture 3.175.546
3.247.604 237.436
Common stock 1,000 1,000
Preference stock 257,133 188,680
Additional paid-in capital 22,512,839 16,026,452
Deficit accumulated during the development stage (1.346.267) (637.712)
$24.672.309 $15.815.856
<CAPTION>
Year ended Year ended Inception to Inception to
September 30, September 30. September 30, September 30,
1997 1996 1995 1997
<S> <C> <C> <C> <C>
Statement of Operations
Revenues $- $- $- $-
Loss from unconsolidated affiliate $849,942 351,593 - 1,201,535
Management fee to 21st Century, Inc. - 240,000 94,000 334,000
Miscellaneous expense 17,339 21,833 30 39,202
867,281 613,426 94,030 1,574,737
Interest income 158,726 62,708 7,036 228,470
($708,555) ($550,718) ($86,994) ($1,316,267)
- - 21 -
Consent of Independent Auditors
We consent to the reference of our firm and to the use of our report dated
May 8, 1998 with respect to the combined financial statements of 21st
Century Telesis, Inc., 21st Century Telesis (II), Inc., 21st Century
Telesis Joint Venture and 21st Century Bidding Corporation included in this
Form 10 for the registration of 21st Century Telesis (II), Inc.'s
Preference stock.
Postlethwaite & Netterville
Baton Rouge, Louisiana
May 13, 1998
Robert R. Redwitz & Co.
21st CENTURY TELESIS, INC.
2lst CENTURY TELESIS (II), INC.
21st CENTURY TELESIS JOINT VENTURE and
21st CENTURY BIDDING CORPORATION (DEVELOPMENT STAGE COMPANIES)
COMBINED FINANCIAL STATEMENTS
DECEMBER 31,1997
Robert R. Redwitz
Certified Public Accountants & Consultants
The Board of Directors
21st Century Telesis, Inc.
21st Century Telesis (II), Inc.
21st Century Telesis Joint Venture 21st Century Bidding Corporation
(Development Stage Companies)
Santa Ana, California
We have compiled the accompanying combined balance sheet of 21st Century
Telesis, Inc., 21st
Century Telesis (II), Inc., 21st Century Telesis Joint Venture and 21st Century
Bidding
Corporation, (development stage companies) as of December 31, 1997 and the
related combined
statements of operations and shareholders' equity for the period December 6,
1994, (date of
inception) to December 31, 1997 in accordance with Statements on Standards for
Accounting
and Review Services issued by the American Institute of Certified Public
Accountants.
A compilation is limited to presenting in the form of financial statements
information
that is the representation of the management. We have not audited or reviewed
the
accompanying financial statements and, accordingly, do not express an opinion
or any other
form of assurance on them.
Management has elected to omit substantially all of the disclosures and
statement of
cash flows required by generally accepted accounting principles. If the omitted
disclosures
and statement of cash flows were included in the financial statements and
supplementary
schedules, they might influence the user's conclusions about the Company's
financial
position, results of operations, and cash flows. Accordingly, these financial
statements are
not designed for those who are not informed about such matters.
ROBERT R. REDWITZ & CO.
Certified Public Accountants
March 31,1998
2lst CENTURY TELESIS, INC.
21st CENTURY TELESIS (II), INC.
2lst CENTURY TELESIS JOINT VENTURE and
2Ist CENTURY BIDDING CORPORATION
(DEVELOPMENT STAGE COMPANIES)
COMBINED BALANCE SHEET
DECEMBER 31, 1997
UNAUDITED
<CAPTION>
ASSETS
<S> <C> <C>
Current assets
Cash in bank $5,056,366
Prepaid expenses 54,045
Loan receivable 50,000
Accrued interest receivable 22,218
Total current assets $5,182,629
Property and equipment
Furniture, fixtures and
equipment 201,327
Accumulated depreciation (64,178)
Total property and equipment 137,149
Other assets
PCS licenses, including
capitalized interest 87,127,699
Capitalized system
development costs 716,872
Organization costs 2,705
Deposits 11,524
Total other assets 87,858,800
Total assets $93,178,578
SEE ACCOUNTANT'S REPORT
<CAPTION>
LIABILITIES AND SHAREHOLDERS' EQUITY
<S> <C> <C>
Current liabilities
Accounts payable and
accrued fees $176,210
Payroll taxes payable 1,996
Accrued interest 1,197,720
Insurance contract payable 7,568
Total current liabilities $1,383,494
Long term liabilities
Notes payable
Federal Communications Commission 67,171,939
Accrued interest
FCC notes payable 3,593,160
Total long term liabilities 70,765,099
Shareholders' equity
21st Century Telesis, Inc.
Common stock - Series A, $.01 par
value, 736,429 shares authorized,
issued and outstanding 7,364
Common stock - Series B, $.01
par value, 1,970,714 shares
authorized, 1,643,214 shares issued
and outstanding -
Preference stock, $10 par value,
5,500,000 shares authorized,
175,000 shares issued and outstanding 17,500
21st Century Telesis (II), Inc.
Preference stock, $.10 par value,
5,500,000 shares authorized,
2,571,328 and 1,886,802, respectively,
shares issued and outstanding 257,133
Additional paid in capital 23,387,975
Deficit accumulated during the
development stage (2,639,987)
Total shareholders' equity 21,029,985
Total liabilities and
shareholders' equity $93,178,578
21st CENTURY TELESIS, INC.
21st CENTURY TELESIS (II), INC.
21st CENTURY TELESIS JOINT VENTURE and
21st CENTURY BIDDING CORPORATION
(DEVELOPMENT STAGE COMPANIES)
STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED DECEMBER 31, 1997
PERIOD DECEMBER 6, 1994 to DECEMBER 31, 1997
UNAUDITED
<CAPTION>
12/6/94
(Date of
Current Inception)
Year to Date to 12/31/97
<S> <C> <C>
Revenue $ - $ -
Operating expenses
Salaries 204,562 1,436,774
Travel, meetings and conferences 32,946 415,289
Legal and other professional
services 52,817 385,498
Interest expense - 91,709
Rent 29,319 144,316
Telephone 10,081 78,107
Payroll taxes 11,219 99,806
Office and other expense 69,431 345,400
Total operating income 410,375 2,996,899
Other income
Interest income 60,132 387,938
Loss before provision for
income taxes (350,243) (2,608,961)
Provision for taxes
Provision for taxes 5,329 31,026
Net income (loss) $ (355,572) $(2,639,987)
SEE ACCOUNTANT'S REPORT
<CAPTION>
Sale of Stock Stock issued
for Cash For services
12/15/94 12/15/65 & 1/30/95
No. of No. of
Shares Amount Shares Amount
<S> <C> <C> <C> <C>
Capital Stock
21st Century Telesis, Inc.
Common Stock Series A 736,429 $7,364
Common Stock Series B 1,643,214
Preference Stock
21st Century Telesis (II), Inc.
Preference Stock
Additional Paid n Capital $17,636
<CAPTION>
Sale of Stock Sale of Stock
For cash For cash
1/30/95 through 9/30/97 Total
No. of No. of No. of
Shares Amount Shares Amount Shares Amount
<S> <C> <C> <C> <C> <C> <C>
Capital Stock
21st Century Telesis, Inc.
Common Stock Series A 736,429 $7,364
Common Stock Series B 1,643,214
Preference Stock 175,000 $17,500 175,000 $17,500
21st Century Telesis (II),
Inc. Preference Stock 2,571,328 $257,133 2,571,328 $257,133
Additional Paid n Capital $857,00 $22,512,839 $23,387,975
Deficit accumulated during
The development state - - - - - $(2,639,987)
21st CENTURY TELESIS, INC.
21st CENTURY TELESIS (II), INC.
21st CENTURY TELESIS JOINT VENTURE and
21st CENTURY BIDDING CORPORATION
(DEVELOPMENT STAGE COMPANIES)
COMBINED BALANCE SHEET
31-Mar-98
UNAUDITED
<CAPTION>
03/31/98
Current Assets
<S> <C> <C>
Cash $4,465,988
Prepaid Expenses 27,989
Loan receivable 50,000
Accrued interest receivable 23,468
Total current assets $4,567,445
Furniture and Equipment
Furniture, fixtures and equipment 204,163
Accumulated depreciation (74,087)
130,076
Other assets
PCS Licenses, including
capitalized interest 89,311,616
Capitalized system development costs 716,872
Organizational costs 2,705
Deposits 11,524
Total other assets 90,042,717
Total Assets $94,740,238
<CAPTION>
03/31/98
CURRENT LIABILITIES
<S> <C> <C>
Accounts Payable and Accrued fees $176,210
Payroll taxes payable 902
Accrued Interest - FCC notes payable, current portion 2,397,807
Insurance contract payable 4,324
Total Current Liabilities $2,579,243
LONG TERM LIABILITIES
Note Payable - Federal Communications Commission 67,752,592
Accrued interest - FCC notes payable 3,996,338
Total long-term liabilities 71,748,930
STOCKHOLDERS' EQUITY
21st Century Telesis, Inc.
Common Stock-Series A,$0.01 par value 736,429
shares authorized, issued and outstanding 7,364
Common Stock-Series B,$0.01 par value 1,970,714
shares authorized, 1,643,214 shares issued and
outstanding -
Preference Stock, $.10 par value,5,500,000 shares
authorized, 175,000 shares issued and outstanding 17,500
21st Century Telesis (II) Inc.
Preference Stock, $.10 par value,5,500,000 shares
authorized, 2,571,328 and 1,886,802 shares issued
and outstanding 257,133
Additional paid in capital 23,387,975
Deficit accumulated during the development stage (3,257,907)
Total Stockholder's Equity 20,412,065
Total Liabilities and Stockholders' Equity $94,740,238
21st CENTURY TELESIS, INC.
21st CENTURY TELESIS (II), INC.
21st CENTURY TELESIS JOINT VENTURE and
21st CENTURY BIDDING CORPORATION
(DEVELOPMENT STAGE COMPANIES)
COMBINED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED MARCH 31, 1998
PERIOD DECEMBER 6, 1994 to MARCH 31, 1998
UNAUDITED
<CAPTION>
12/6/94
(Date of
Current Inception)
Year to Date to 3/31/9
<S> <C> <C>
REVENUES $- $-
Operating expenses
Advertising $3,905 $3,905
Salaries 432,477 1,664,689
Travel, Meetings and Conferences 88,577 470,919
Legal and Other Professional Services 264,772 596,860
Interest Expense - 91,921
Rent 67,601 182,598
Telephone 20,733 88,759
Payroll taxes 34,013 122,600
Office and Other Expenses 135,354 437,402
1,047,432 3,659,653
Total operating income (loss) (1,047,432) (3,659,653)
OTHER INCOME
Miscellaneous 1,006 1,006
Interest Income 114,783 442,589
LOSS BEFORE PROVISION FOR INCOME TAXES (931,643) (3,216,058)
Provision for Income Taxes 41,849 41,849
NET LOSS $(973,492) $(3,257,907)
21st CENTURY TELESIS, INC.
21st CENTURY TELESIS (II), INC.
21st CENTURY TELESIS JOINT VENTURE and
21st CENTURY BIDDING CORPORATION
(DEVELOPMENT STAGE COMPANIES)
COMBINED STATEMENT OF SHAREHOLDERS' EQUITY
PERIOD FROM DATE OF INCEPTION, DECEMBER 6, 1994, TO MARCH 31, 1998
UNAUDITED
<CAPTION>
Sale of Stock Sale of Sale of
Stock Issued for Stock Stock
for Cash Services for Cash for Cash Total
CAPITAL STOCK
12/15/97 Through
Date 12/15/94 & 1/30/95 1/30/95 9/30/97
<S> <C> <C> <C> <C> <C>
21st Century Telesis, Inc.
Common Stock
Series A
No. of shares 736,429 - - - 736,429
Par value $7,364 - - - $7,364
Series B
No. of shares - 1,643,214 - - 1,643,214
Par value - - - - -
Preference stock
No. of shares - - 175,000 - 175,000
Par value - - $17,500 - $17,500
21st Century Telesis (II) Inc.
Preference stock
No. of shares - - - 2,571,328 2,571,328
Par value - - - $257,133 $257,133
ADDITIONAL PAID
IN CAPITAL $17,636 - $857,500 $22,512,839 $23,387,975
DEFICIT ACCUMULATED
DURING THE
DEVELOPMENT STAGE - - - - $(3,207,907)
Item 14 - Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
Inapplicable.
Item 15(a) Index of Financial Statements
1. 21st Century Telesis, Inc., 21st Century Telesis (II), Inc.,
21st Century Telesis Joint Venture and 21st Century Bidding
Corporation (Development Stage Companies) Combined Financial
Statements, September 30, 1997. [audited]
2. 21st Century Telesis, Inc., 21st Century Telesis (II), Inc.,
21st Century Telesis Joint Venture and 21st Century Bidding
Corporation (Development Stage Companies) Combined Fina ncial
Statements, December 31, 1997. [unaudited]
3. 21st Century Telesis, Inc., 21st Century Telesis (II), Inc.,
21st Century Telesis Joint Venture and 21st Century Bidding
Corporation (Development Stage Companies) Combined Financial
Statements, March 31, 1998. [unaudited]
Item 15(b)-Index of Exhibits
1. Certificate of Incorporation
2. Bylaws
3. 21st Century Telesis Joint Venture Agreement
4. James A. LaBelle Employment Contract
5. Premises Lease--South Bend, Indiana Operations Center
6. PCS Licenses
A. KNLF 303
B. KNLF 315
C. KNLF 304
D. KNLF 305
E. KNLF 306
F. KNLF 307
G. KNLF 308
H. KNLF 309
I. KNLF 310
J. KNLF 311
K. KNLF 312
L. KNLF 313
M. KNLF 314
N. KNLF 316
O. KNLF 317
P. KNLF 318
Q. KNLF 319
R. KNLF 888
S. KNLG 257
T. KNLG 258
U. KNLG 259
V. KNLG 260
W. KNLG 261
X. KNLG 262
Y. KNLG 263
Z. KNLG 264
AA. KNLG 265
Signatures
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
21st Century Telesis (II), Inc.
Registrant
Date: May 13, 1998
By: Philip J. Chasmar, Secretary
</TABLE>
CERTIFICATE OF INCORPORATION
OF
21st Century Telesis (H), Inc.
FIRST. The name of the corporation is 21st Century
Telesis (II), Inc.
SECOND. The address of the corporation's registered
office in the State of Delaware is Corporation Trust Center, 1209
Orange Street, Wilmington, County of New Castle, Delaware 19801.
The name of the registered agent at such address is The
Corporation Trust Company.
THIRD. The purpose of the corporation is to engage in any lawful
act or activity for which corporations may be organized under the
General Corporation Law of Delaware.
FOURTH. The corporation shall have the authority to issue two
classes of capital stock, to be called, respectively, "Preference
Stock" and "Common Stock". The total number of shares which the
corporation shall have the authority to issue will be 5,500,100.
The total number of shares of Preference Stock which
the corporation shall have the authority to issue will be
5,500,000, and each such share shall have a par value of $.10 and
a dissolution preference factor equal to the price at which such
share shall be first sold by the corporation, as set by the Board
of Directors. The total number of shares of Common Stock which
the corporation shall have the authority to issue will be 100.
The Common Stock shall have a par value of $.01 and a dissolution
preference factor of 0.
Distributions to stockholders of the corporation, if consequent
upon a resolution to dissolve the corporation adopted by
stockholders prior to June 30, 1996, shall be made ratably on each
share of capital stock of the corporation in proportion to the
dissolution preference factor of such share. Distributions to
stockholders consequent upon adoption by stockholders after June
30, 1996, of a resolution to dissolve the corporation shall be
made equally as to each share of the corporation's capital stock,
without reference to dissolution preference factor.
Until June 30, 1996, each share of Common Stock of the corporation
shall be entitled to cast that number of votes at meetings of the
stockholders of the corporation as shall be determined by a
fraction, the numerator of which shall be the total number of
shares of capital stock of the corporation entitled to vote at
such meeting multiplied by .501, and the denominator of which
shall be the total number of shares of Common Stock entitled to
vote at such meeting.
Until June 30, 1996, each share of Preference Stock of the
corporation shall be entitled to cast that number of votes at
meetings of the stockholders of the corporation as shall be
determined by a fraction, the numerator of which shall be the
total number of shares of capital stock of the corporation
entitled to vote at such meeting multiplied by .499, and the
denominator of which shall be the total number of shares of
Preference Stock entitled to vote at such meeting.
After June 30, 1996, each share of capital stock of the
corporation shall be entitled to cast one vote at meetings of the
stockholders of the corporation.
Preference Stock shall have no preference in respect of the
payment of dividends, and shares of Preference Stock and shares of
Common Stock shall share equally in all dividends declared by the
Board of Directors of the Corporation.
The total number of shares of (a) the corporation's Preference
Stock and (b) the Preference Stock of 21st Telesis,
Inc., a Delaware corporation, that may be held by any one
stockholder of this corporation, together with all affiliates of
such stockholder, shall not exceed 25% of the total shares of
capital stock of both such corporations issued and outstanding at
any time, and this corporation shall have the authority to redeem
from any stockholder, or any affiliate of any stockholder, that
number of shares or Preference Stock of this corporation necessary
to reduce the total of shares held by such stockholder, together
with all affiliates of such stockholder, to a number representing
not more than 25% of the shares of capital stock of such
corporations then outstanding. Such shares shall be redeemed for
cash, in an amount equal to the aggregate par value of such shares
of the fair market value of such shares, as determined in good
faith by the Board of Directors of the corporation, which ever
shall be lower. For purposes of this paragraph, "affiliate" shall
have the meanings assigned by Sec. 24.720 of Part 24 of Chapter I
of Title 47 of the Code of Federal Regulations, as amended from
time to time, or any provision substituted therefore of like
intent.
FIFTH. The name and address of the incorporator is as follows:
M. C. Kinnamon Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
SIXTH. Special meetings of the stockholders may be called by the
Board of Directors, the Chairman of the Board, the President of
holders of shares entitled to cast not less than 10% of the votes
at the special meeting.
SEVENTH. To the fullest extent permitted by the Delaware General
Corporation Law as the same exist or as may hereafter be amended,
a director of the corporation shall not be personally liable to
the corporation or its stockholders for monetary damages for
breach of the fiduciary duty as a director.
To the fullest extent permitted by the Delaware General
Corporation Law as the same exists or as may hereafter be amended,
the corporation is authorized to provide indemnification of any
person who is or was an officer, employees, trustee or agent of
the corporation for monetary damages for breach of their duty to
the corporation or its stockholders.
Neither any amendment nor repeal of this
Article SEVENTH, nor the adoption of any provision of this
Certificate of Incorporation inconsistent with this Article
SEVENTH, shall eliminate or reduce the effect of the Article
SEVENTH in respect of any matter occurring, or any cause of
action, suit or claim that, but for this Article SEVENTHS, would
accrue or arise, prior to such amendment, repeal or
adoption of an inconsistent provision.
M. C. Kinnamon
M. C. Kinnamon
STATEMENT
OF
SOLE INCORPORATOR
OF
21st Century Telesis (II), Inc.
The certificate of incorporation of this corporation having been
filed in the office of the Secretary of State, the undersigned,
being the sole incorporator named in said certificate, does hereby
state that the following actions were taken on this day for the
purpose of organizing this corporation:
1. The following person was elected as a director to hold office
until the first annual meeting of stockholders or until his
successor is elected and qualified:
Michael W. Palmer
2. That the sole director was authorized to make and adopt the
by-laws of the corporation and, in his discretion, to issue the
shares of the capital stock of this corporation to the full amount
or number of shares authorized by the certificate of
incorporation, in such amounts and for such considerations as from
time to time shall be determined by the board and as may be
permitted by law.
M. C. Kinnamon
M. C. Kinnamon
Bylaws of
21st Century
Telesis (II) Inc. Contents
ARTICLE I. CORPORATE OFFICES 3
ARTICLE II. DIRECTORS 3
NUMBER OF DIRECTORS 3
ELECTION AND TERM OF OFFICE 3
REMOVAL OF DIRECTORS 3
FILLING VACANCIES 3
CALL OF MEETINGS 3
PLACE OF MEETINGS 3
TIME OF REGULAR MEETINGS 4
NOTICE AND WAWER 4
QUORUM 4
TRANSACTIONS OF THE BOARD 4
ADJOURNMENT 4
CONDUCT OF MEETINGS 4
COMPENSATION 5
ARTICLE III. SHAREHOLDERS' MEETINGS 5
PLACE OF MEETINGS 5
NOTICE OF MEETING 5
QUORUM 5
ELECTION BY BALLOT 6
VOTING 6
Article IV Officers 6
TITLES, APPOINTMENT, TERMS AND COMPENSATION 6
CHAIRMAN OF THE BOARD 6
PRESIDENT 6
VICE PRESIDENT 7
SECRETARY 7
CHIEF FINANCIAL OFFICER 7
ARTICLE V EXCUTION OF INSTRUMENTS 7
ARTICLE VI. ISSUANCE AND TRANSFER OF SHARES 7
SHAREHOLDER'S RIGHT TO CERTIFICATE 7
SHARE CERTIFICATES 7
EXCHANGE OF CERTIFICATES 8
REPLACEMENT OF CERTIFICATES 8
TRANSFER OF SHARES 8
DUTY OF THE CORPORATION TO REGISTER TRANSFER 8
LIABILITY FOR PARTLY PAID SHARES 8
ARTICLE VII. CORPORATE RECORDS AND REPORTS 8
KEEPING RECORDS 8
INSPECTION BY SHAREHOLDERS AND DIRECTORS 9
WAIVER OF ANNUAL REPORT 9
FISCAL YEAR 9
CERTIFICATE OF SECRETARY 9
ARTICLE I. CORPORATE OFFICES
Sec.1.01. The corporation shall have its principal executive
office at such place as the Board of Directors may from time to
time designate.
ARTICLE II. DIRECTORS
Sec.2.01. The business and affairs of the corporation shall be
managed and all corporate powers shall be exercised by or under
the direction of the Board of Directors. The Board may delegate
the management of the day-to-day operation of the business of the
corporation to a management company or other person, provided that
the business and affairs of the corporation shall be managed and
all corporate powers shall be exercised under the ultimate
direction of the Board.
NUMBER OF DIRECTORS
Sec.2.02. The number of directors of this corporation shall be not
fewer than 3 and not more than 17.
ELECTION AND TERM OF OFFICE
Sec.2.03. Directors shall be elected at each annual meeting of
shareholders to hold office until the next annual meeting. Each
director, including a director elected to fill a vacancy, shall
hold office until the expiration of the term for which elected and
until a successor has been elected and qualified.
REMOVAL OF DIRECTORS
Sec.2.04. Any individual director or the entire Board of Directors
may be removed from office in the manner provided by law.
FILLING VACANCIES
Sec.2.05. Whenever any vacancy shall occur in the Board of
Directors, by reason of death, resignation, or increase in the
number of directors or otherwise, it may be filled by a majority
of the remaining directors, though less than a quorum, for the
balance of the term except that, in the case of an increase in the
number of directors, such vacancy may be filled only until the
next annual meeting of stockholders, at which time the vacancy
will be filled by vote of the stockholders.
CALL OF MEETINGS
Sec.2.06. Meetings of the Board may be called by the Chairman of
the Board, if any, or the President, or any Vice President, or the
Secretary, or any two directors of the corporation.
PLACE OF MEETINGS
Sec.2.07. Regular meetings of the Board of Directors shall be held
at the principal executive office of the corporation. Special
meetings of the Board shall be held at the location specified in
the notice of the meeting or, in the absence of such
specification, at the principal executive office of the
corporation. The Board is authorized to designate, from time to
time, by duly adopted resolution, a place or places other than
those specified above as the place for regular or special meetings
of the Board.
TIME OF REGULAR MEETINGS
Sec.2.08. Regular meetings of the Board shall be held without call
or notice, immediately following each annual meeting of
shareholders of this corporation.
NOTICE AND WAIVER
Sec.2.09. Notice of any special meeting of the Board shall be
given to each director by first-class mail, postage prepaid, at
least four days in advance of the meeting or delivered in person
or by telephone or telegraph at least 48 hours in advance of the
meeting.
Notice need not be given to any director who signs, before or
after the meeting, either a waiver of notice, a consent to the
holding of the meeting, or an approval of the minutes of the
meeting, or who attends the meeting without protesting the lack of
notice prior to or at the commencement of the meeting. All such
waivers, consents, and approvals shall be filed with the corporate
records or made a part of the minutes of the meeting to which they
pertain.
QUORUM
Sec.2.10. A majority of the number of directors then holding
office constitutes a quorum of the Board for the transaction of
business except as hereinafter provided.
TRANSACTIONS OF THE BOARD
Sec.2.11. Except as otherwise provided in the Articles, in these
Bylaws or by law, every act or decision done or made by a majority
of the directors present at a duly held meeting at which a quorum
is present is the act of the Board, provided, however, that any
meeting at which a quorum was initially present may continue to
transact business notwithstanding the withdrawal of directors if
any action taken is approved by a least a majority of the required
quorum for such meeting. Any action that may be taken at a meeting
of the Board of Directors may be taken by the unanimous written
consent of all members of the Board, and all such consents shall
be filed with the permanent records of the corporation.
ADJOURNMENT
Sec.2.12. A majority of the directors present at any meeting,
whether or not a quorum is present, may adjourn the meeting to
another time and place. If the meeting is adjourned for more than
twenty-four hours, notice of the adjournment to another time or
place must be given prior to the time of the adjourned meeting to
the directors who were not present at the time of the adjournment.
CONDUCT OF MEETINGS
Sec.2.13 The Chairman of the Board, or if there is no such officer
the President, or, in his absence, any director selected by the
directors present, shall preside at meetings of the Board. The
Secretary of the Corporation or, in the Secretary's absence, any
person appointed by the presiding officer shall act as Secretary
of the Board. Board members may participate in any such meeting
through the use of conference telephone or similar communications
equipment, so long as all members participating in such meeting
can hear one another. Such participation constitutes personal
presence at the meeting.
COMPENSATION
Sec.2.14. Directors shall receive such compensation for their
services and reimbursement for their expenses as shall be
determined from time to time by resolution of the Board.
ARTICLE III. SHAREHOLDERS' MEETINGS
PLACE OF MEETINGS
Sec.3.01. Meetings of the shareholders shall be held at any place
designated in the notice of the meeting or by resolution of the
Board of Directors. In the absence of any such designation or
resolution, shareholders' meetings shall be held at the principal
executive office of the corporation.
Sec.3.02. The annual meeting of stockholders shall be held on such
business day between January 2 and March 31 as the Board of
Directors shall designate.
Sec.3.03. Special meetings of the shareholders may be called at
any time by the Board of Directors, the Chairman of the Board, if
any there be, the President of the corporation, or the holders of
shares entitled to cast not less than ten percent of the votes of
the meeting.
NOTICE OF MEETING
Sec.3.04. Notice of annual and special meetings of the
shareholders shall be given as provided by law.
Sec.3.05. The transactions of any meeting of shareholders, however
called and noticed and wherever held, are as valid as though had
at a meeting duly held after regular call and notice, if a quorum
is present either in person or by proxy and if; either before or
after the meeting, each of the persons entitled to vote not
present or person or by proxy signs a written waiver of notice or
a consent to the holding of the meeting or an approval of the
minutes thereof. All such waivers, consents, and approvals must be
filed with the corporate records or made a part of the minutes of
the meeting. Attendance by a person at the meeting also
constitutes a waiver of notice to that person if he or she fails
to object at the beginning of the meeting to the transaction of
business because the meeting was not lawfully called or convened,
but such attendance does not constitute a waiver of the right to
object to the consideration of matters required by law of these
Bylaws to be included in the notice but not so included if the
objection is expressly made at the meeting.
QUORUM
Sec.3.06 A majority of the shares entitled to vote, represented in
person or by proxy, constitutes a quorum for the transaction of
business. Business may be continued after withdrawal of enough
shareholders to leave less than a quorum, provided any action
taken (other than adjournment) is approved by at least a majority
of the shares required to constitute a quorum. In the absence of a
quorum, any meeting may be adjourned from time to time by a
majority vote of the shares represented in person or by proxy. Any
action that may be taken at a meeting of stockholders may be taken
with the unanimous written consent of all the stockholders, and
all such written consents shall be filed with the permanent
records of the corporation.
ELECTION BY BALLOT
Sec.3.07. Elections for directors need not be by ballot unless a
shareholder demands election by ballot at the meeting and before
the voting begins.
VOTING
Sec.3.08. Except as otherwise provided in the Articles or
Incorporation or by agreement or by the General Corporation Law,
shareholders at the close of business on the record date are
entitled to notice and to vote, notwithstanding the transfer of
any shares on the books of the corporation after the record date.
ARTICLE IV OFFICERS
TITLES, APPOINTMENT, TERMS AND COMPENSATION
Sec.4.01. The corporation shall have Chairman, a President, a
Secretary and a Chief Financial Officer who may also be called
Treasurer. The Board of Directors may from time to time designate
and appoint any other officers that may be necessary to permit the
efficient discharge of the business of the corporation and to
enable the corporation to sign instruments and share certificates,
including one or more Vice Presidents, one or more Assistant
Secretaries, and one or more Assistant Treasurers. These other
officers shall hold office for the period, have the authority, and
perform the duties that the Board may, by resolution, from time to
time determine. One person may hold any two or more offices,
except that one person may not hold the offices of both President
and Secretary or President and Vice President. In its discretion,
the Board of Directors may leave unfilled, for any period it may
fix, any offices except those of President, Secretary and Chief
Financial Officer. All officers shall be chosen by, and, subject
to any rights an officer may have under an employment contract
with the corporation, hold office at the pleasure of the Board.
The Board shall fix each officer's compensation.
CHAIRMAN OF THE BOARD
Sec.4.02. The Chairman of the Board, if there is such an officer,
shall, if present, preside at all meetings of the Board and
perform any other powers and duties that may from time to time be
assigned by the Board or prescribed by law or by these Bylaws.
PRESIDENT
Sec.4.03. Subject to any supervisory powers that may be given by
the Board of Directors to the Chairman of the Board, if there is
such an officer, the President shall be the chief executive
officer of the corporation and shall perform all the duties
commonly incident to that office. The President shall preside at
all meetings of the shareholders and, if there is not Chairman of
the Board, at all meetings of the Board.
VICE PRESIDENT
Sec.4.04. The Vice President, or the Vice Presidents in the order
of their seniority, may assume and perform the duties of the
President in the absence or disability of the President or
whenever the office of President is vacant, and shall perform any
other duties and have any other powers that the Board or the
President shall from time to time designate.
SECRETARY
Sec.4.05. The Secretary shall ensure that all notices are duly
given in accordance with the provisions of these Bylaws or as
required by law; shall keep the minutes of all proceedings of
shareholders and of the Board; and shall perform any other duties
that are incident to the office of Secretary or that are assigned
from time to time by the Board or by the President.
CHIEF FINANCIAL OFFICER
Sec.4.06. The Chief Financial Officer shall receive and have
custody of all funds and securities of the corporation; keep and
maintain adequate and correct books and records of account and of
the corporation's assets and liabilities; and shall perform any
other duties that may be assigned from time to time by the Board
or by the President.
ARTICLE V EXECUTION OF INSTRUMENTS
Sec.5.01. The Board of Directors may, in its discretion, determine
the method and by resolution designate the signatory office or
officers, or other person or persons, to execute any corporate
instrument or document, or to sign the corporate name without
limitation, except as otherwise provided by law, and that
execution or signature 8hall be binding on the corporation.
ARTICLE VI. ISSUANCE AND TRANSFER OF SHARES
SHAREHOLDER'S RIGHT TO CERTIFICATE
Sec.6.01. Every holder of shares in the corporation shall be
entitled to a certificate certifying the number of shares and the
class or series of shares owned by him or her. This right extends
to fractional shares and partly paid shares if those shares are
issued by the corporation.
SHARE CERTIFICATES
Sec.6.02. The certificates shall be in the form provided by the
Board of Directors and shall fully comply with the provisions of
the California Corporations Code. The certificates shall be signed
by the Chairman or Vice Chairman of the Board, if any, or the
President or a Vice President, and by the Chief Financial Officer
or an Assistant Treasurer or the Secretary or any Assistant
Secretary of the corporation, and the seal of the corporation
shall be affixed to the certificates.
EXCHANGE OF CERTIFICATES
Sec.6.03. If the Articles of Incorporation are amended in any way
affecting the statements contained in the certificates for
outstanding shares, or it becomes desirable for any reason, in the
discretion of the Board of Directors, to cancel any outstanding
certificate for shares and issue a new certificate therefor
conforming to the rights of the holder, the Board may order any
holders of outstanding certificates to surrender and exchange them
for new certificates within a reasonable time to be fixed by the
Board.
REPLACEMENT OF CERTIFICATES
Sec.6.04. No new certificate shall be issued until the former
certificate for the shares represented has been surrendered and
canceled. However, if the certificate is lost, stolen, or
destroyed, the corporation must, if so requested by the
shareholder, issue a new certificate, provided it has received no
notice that the certificate has been acquired by a bona fide
purchaser, but it may require the giving of a bond, undertaking or
other adequate security sufficient to indemnify it against any
claim that may be made against it on account of the alleged loss,
theft, or destruction of the certificate or the issuance of the
new certificate.
TRANSFER OF SHARES
Sec.6.05. Shares of the corporation may be transferred by
endorsement by the signature of the owner, the owner's authorized
agent, attorney, or legal representative, and the delivery of the
certificate; but a transfer is not valid, except as to the parties
thereto, until it is so entered on the books of the corporation so
as to show the names of the parties by whom and to whom
transferred, the number of the certificate, and the number or
designation of the shares and the date of the transfer, and until
the old certificate is surrendered to the corporation and
canceled.
DUTY OF THE CORPORATION TO REGISTER TRANSFER
Sec.6.06. The corporation is under a duty to register the transfer
when the certificate, properly endorsed, is presented to it with a
request to register transfer; reasonable assurance is given that
the endorsements are genuine and effective; the corporation has no
duty to inquire into adverse claims or it has discharged such
duty; and any applicable law relating to the collection of taxes
has been complied with.
LIABILITY FOR PARTLY PAID SHARES
Sec.6.07. The transferor and transferee of partly paid shares, if
any are issued, shall be liable to the corporation for the unpaid
balance of those shares as provided by law.
ARTICLE VII. CORPORATE RECORDS AND REPORTS
KEEPING RECORDS
Sec.7.01. The corporation shall keep adequate and correct books
and records of account and shall keep minutes of the proceedings
of its shareholders, Board of Directors, and Board committees, and
shall keep at its principal executive office, or at the office of
its transfer agent or registrar, a record of its shareholders,
giving the names and addresses of all shareholders and the number
of class of shares held by each. The minutes must be kept in
written form. The other books and records shall be kept either in
written form or in any other form capable of being converted into
written form.
INSPECTION BY SHAREHOLDERS AND DIRECTORS
Sec.7.02. Any shareholder or holder of voting trust certificate
shall have the right on written demand to inspect and copy the
record of shareholders, the accounting books and records, and the
minutes as provided by law. Each director shall have the absolute
right at any reasonable time to inspect and copy all books,
records, and documents of every kind and to inspect the physical
properties of the corporation.
WAIVER OF ANNUAL REPORT
Sec.7.03. So long as this corporation has less than one hundred
holders of record of its shares, determined as provided in
Corporations Code Sec.605, no annual report shall be sent to
shareholders or be required.
FISCAL YEAR
Sec.7.04. The fiscal year of the corporation shall end on
September 30 of each year.
CERTIFICATE OF SECRETARY
I certify that I am the Secretary of 21st Century (II), Inc., and
that the attached Bylaws are the bylaws of the corporation
approved by the Board of Directors at a meeting held on January
23, 1995, and thereafter amended by stockholder action effective
as of October 10, 1996.
//Philip J. Chasmar//
Secretary
Joint Venture Agreement
This Joint Venture Agreement dated for reference purposes as
1995, by and between 21st Century Telesis, Inc. ("2lst(I)") and
21st Century Telesis,Inc. ("21st(II)"), both Delaware
corporations.
Witnesseth:
Whereas,the parties hereto wish to bid on and secure from the
Federal Communications Commission licenses to build and operate
Personal Communication Service ("PCS") systems in one or more
Basic Trading Areas ("BTA's"); and
WHEREAS, the parties deem it desirable to pursue such licenses as
a joint venture, on the terms and conditions as hereinafter set
forth.
NOW THEREFORE, in consideration of the mutual promises hereinafter
set forth, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the par-
ties agree as follows:
1. The parties hereby form a joint venture under the laws of
the State of Delaware governing general partnerships. The joint
venture shall be called the "21st Century Telesis Joint Venture,"
and all assets and transactions of the joint venture shall be held
and done in such name. Neither party shall be deemed to be a joint
venturer, partner or agent of the other by virtue of this
agreement or by virtue of actions taken in furtherance hereof
except to the extent necessary for the specific purpose of this
joint venture.
2. The primary purpose of the joint venture is to participate
in auctions to be conducted by the Federal Communications
Commission and thereby secure a license or licenses to operate PCS
services In one or more BTA's; and thereafter, to build and
operate such systems. The joint venture will not engage in any
other business or devote itself to any other objective unless such
business or objective Is reasonably related and incidental to the
joint venture's primary purpose. Neither member of the joint
venture will carry on any business activity relating to PCS except
through this joint venture.
3. Management of all joint venture business, including, by way
of illustration and not by way of limitation, selection and
supervision of all executive and managerial personnel for the
project, setting of salaries and other compensation levels,
participation in the PCS auction, selection of markets to bid on,
design and supervision of the project infrastructure and man-
agement of the project during the term of the license will rest in
the hands of 21st(I), and 21st(II) shall be without authority to
act on behalf of the joint venture.
The joint venture will pay a management fee to 21st(I) for its
management services equal in amount to all direct and indirect
costs incurred by 21st(I) in the course of supplying such
management services.
Neither 21st(I) nor its officers, directors, employees or agents
shall be liable to 21st(II) or to the joint venture for acts or
omissions affecting 2lst(II) or the joint venture, and such
officers, directors, employees and agents shall not be liable to
21st(I) for acts or omissions affecting it, except insofar as the
same are the result of gross negligence or willful misconduct, and
the joint venture and 21st(II) hereby jointly and severally agree
to defend, indemnify and hold harmless 21st(I) and its officers,
directors, employees and agents, and 2lst(I) hereby agrees to
defend, indemnify and hold harmless such officers, directors,
employees and agents, from any claims arising out of or related to
the management of the joint venture by 21st(I), except insofar as
such claims are finally determined to be based upon gross
negligence or willful misconduct. No person who renders services
to the joint venture shall be deemed to be disabled by a conflict
of interest or In breach of his fiduciary duties by virtue of the
fact that such person is an officer, director, employee, agent or
stockholder of 21st(I) at the time such services are rendered.
4. Each party shall make capital contributions to the joint
venture at such times and in such amounts as the parties shall
otherwise agree. No interest shall be paid on such capital
contributions, and no portion of such contributions may be with-
drawn except with the advance approval of a majority In interest
of holders of each class of capital stock of each joint venture
member, voting as a class. 2lst(II) hereby covenants to use its
best efforts to raise up to $50,000,000 through the sale of its
capital stock, or through other means jointly agreed by the
parties, to contribute to the joint venture. Neither party shall
make loans to the joint venture except as the manager shall
approve in advance.
5. 2lst(I) as manager of the joint venture will keep accurate
books of account reflecting the parties' capital accounts and all
items of income, cost and expense of the joint venture. All
operating and capital costs and expenses will be accounted for at
the joint venture level, and will be subtracted from joint venture
revenues; the distributive share of 21st(I) shall be 30% of the
joint venture's profits, gains and losses and the distributive
share therein of 2lst(II) shall be 70%. All distributions to the
members will be in accordance with the foregoing distributive
shares, will be made only from profits, and will be made at such
times and in such amounts as shall be determined by 21st(I), in
the exercise of its sole discretion as manager.
6. The interests of each member in the assets of the joint
venture and the obligation of each member for the liabilities of
the joint venture shall be in the same proportion as the
distributive shares of the two members stated in Para. 5 above.
7. The auditors of the joint venture shall be Messrs.
Postlethwaite & Netterville, of Baton Rouge, Louisiana, or such
other firm of auditors as the manager shall hereafter select. The
fiscal year of the joint venture shall be as fixed by 2lst(I), as
manager.
8. Neither member of the joint venture shall sell, assign,
hypothecate or otherwise transfer its interest in the joint
venture without the prior written consent of the other.
9. (a) The joint venture shall terminate upon the first to
occur of the following:
(i) at the conclusion of the auctions conducted by
the Federal Communications Commission for PCS BTA licenses, if the
joint venture shall have failed to secure any such licenses:
(ii) upon the expiration, unrenewed, of any PCS
licenses In which the joint venture shall hold an interest;
(iii) pursuant to resolution adopted by the board of directors of
each member and approved by a majority in interest of holders of
each class of stock of each member, voting as a class.
(b) Withdrawal from or other termination of the joint venture by
either party except as specified in Para. 9(a) above shall be
wrongful, and shall entitle the other party to continue the
business of the joint venture under the same name, utilizing all
assets of the joint venture for such purpose, without liquidating
distribution to either party. A party wrongfully withdrawing from
or otherwise wrongfully terminating the joint venture shall be
liable to the other for damages caused by such wrongful withdrawal
or termination.
10. Upon termination of the joint venture in the manner and for
the reasons specified in Para. 9(a) above, the manager shall first
marshal and liquidate the assets of the joint venture, and shall
pay or establish appropriate reserves for payment of all
outstanding obligations of the joint venture; after all such
obligations are paid or reserved for payment, the manager shall
make a liquidating distribution of all the joint venture assets to
the members. Such liquidating distribution shall be in the same
proportion as the members' distributive shares in the profits and
losses of the joint venture, as specified in Para 5 above, unless
made as a consequence of the failure of the joint venture to
secure a PCS license as specified in 9(a)(i) above, in which event
it shall shall be made in proportion to the capital contributions
of the two members to the joint venture, as determined by the
joint venture's accounting records.
11. Each party represents and warrants to the other (a) that it
has all requisite power and authority to enter into this agreement
and to discharge the obligations undertaken hereby and (b) that
the person executing this agreement on behalf of such party is
duly authorized in the premises.
12. This agreement is the sole and en-tire agreement between the
parties respecting the subject matter hereof and all prior or
contemporaneous understandings contrary to the tenor of this
agreement are hereby declared void.
13. Neither this agreement nor any provision of this agreement
may be modified, waived, discharged or terminated except by a
writing signed by both parties.
14. Each party will perform such other acts and execute and
deliver such other documents as may be necessary or appropriate to
carry out the intent and purposes of this agreement.
IN WITNESS WHEREOF, the parties have caused this agreement to be
executed by their duly authorized representatives and attorneys-
in-fact.
21st Century Telesis, Inc.:
By: Robert Andrew Hart IV
21st Century Telesis (II), Inc.
By: Philip J. Chasmar
21st Century Telesis, Inc.
EMPLOYMENT CONTRACT
21st Century Telesis, Inc., a Delaware corporation, hereinafter
referred to as the Employer, and James A. La Belle, hereinafter
referred to as the Employee, in consideration of the mutual
promises made herein, agree as follows.
ARTICLE 1. TERM OF EMPLOYMENT
Specified Term
1.0.1. The Employer hereby employs Employee and Employee hereby
accepts employment with Employer beginning on October 15,
1997, to serve at the pleasure of the board of directors of
Employer.
ARTICLE 2. DUTIES AND OBLIGATIONS OF EMPLOYEE
Title and Description of Duties
2.01. Employee shall serve as Chief Operating Officer of Employer
and of Employer's affiliate, the 21st Century Telesis Joint
Venture. In that capacity, Employee shall do and perform all
services, acts, or things necessary or advisable to fulfill
the duties of his position. However, Employee shall at all
times be subject to the policies established by the Board of
Directors of Employer.
Loyal and Conscientious Performance of Duties
2.02. Employee agrees that to the best of his ability and
experience he will at all times loyally and conscientiously
perform all of the duties and obligations required of him
either expressly or implicitly by the terms of this
agreement.
Devotion of Time to Employer's Business
2.03. Employee shall devote such portion of his productive time,
ability, and attention to the business of Employer during the
term of this contract as shall reasonably be required by the
nature of Employer's business.
Competitive Activities
2.04. During the term of this contract Employee shall not, directly
or indirectly, either as an employee, employer, consultant,
agent, principal, partner, controlling stockholder, corporate
officer, director, or in any other individual or
representative capacity, engage or participate in any
business that is in competition in any manner whatsoever with
the business of Employer.
Trade Secrets
2.05. (a) The parties acknowledge and agree that during the term
of this agreement and in the course of the discharge of
his duties hereunder, Employee shall have access to and
become acquainted with information concerning the
operation of Employer and its affiliates, including
without limitation, financial, personnel, sales, planning,
and other information that is owned by Employer and its
affiliates and regularly used in the operation of their
businesses and that this information constitutes trade
secrets.
(b) Employee agrees that he shall not disclose any such
trade secrets, directly or indirectly, to any other person
or use them in any way, either during the term of this
agreement or at any other time thereafter, except as his
employment may require.
ARTICLE 3. OBLIGATIONS OF EMPLOYER
General Description
3.01. Employer shall provide Employee with the compensation,
incentives, benefits, and business expense reimbursement
specified elsewhere in this agreement.
Office and Staff
3.02. Employer shall provide Employee with a private office,
stenographic help, office equipment and supplies, and other
facilities and services suitable to Employee's position and
adequate for the performance of his duties. The office
premises will be located in Indianapolis, Indiana, or in such
other location as the parties shall agree.
Indemnification of Losses of Employee
3.03. To the extent permitted by Delaware law, Employer shall
indemnify Employee for all losses sustained by Employee in
direct consequence of the discharge of his duties on
Employer's behalf.
ARTICLE 4. COMPENSATION OF EMPLOYEE
Annual Salary
4.01. As compensation for the services to be rendered by Employee
hereunder, Employer shall pay Employee an annual salary of
$171,600 effective the dates specified in Par. 1.01 above.
Such salary will be payable in periodic installments in
accordance with Employer's customary practice.
Incentive Compensation
4.02. (a) Employee will be paid a cash bonus of $25,000 upon
completion of the build-out of an operational PCS system
in each Basic Trading Area in which Employer or its
affiliates possesses licenses to offer PCS service. For
these purposes, the build-out of an operational system
shall be considered to be complete, and the above
mentioned bonus shall be due and owing, when such system
produces its first operating revenues from customers.
(b) In addition to the foregoing, for each full fiscal year
for which the earnings before income taxes, depreciation
and amortization ("EBITDA") of Employer and Employer's
affiliates from the operation of PCS systems shall be a
positive number, as reflected in the annual audited
financial statements of Employer and affiliates, Employee
shall receive a cash bonus equal to 0.25% of EBITDA for
such year. The bonus will be due and payable 150 days
after the close of the fiscal year to which the bonus is
attributable.
Fringe Benefits
4.03. Employee will be entitled to receive medical and dental
insurance benefits as part of the insurance plans maintained
by Employer. Employee will also be entitled to receive a cash
allowance of $500 per month as an automobile allowance.
Stock Options
4.04. Employer expects in due course to request its stockholders to
approve the establishment of a stock option plan pursuant to
which shares of Employer's capital stock equal in number to
5-10% of its then issued and outstanding shares will be set
aside and authorized for issuance pursuant to options granted
to key employees. If such a plan is approved by Employer's
stockholders, Employee will be entitled to participate
therein at a level commensurate with his position.
Tax Withholding
4.05. Employer shall have the right to deduct or withhold from the
compensation due to Employee hereunder any and all sums
required for federal income and Social Security taxes and all
state or local taxes now applicable or that may be enacted
and become applicable in the future.
ARTICLE 5. BUSINESS EXPENSES
Business Expenses
5.01. (a) Employer shall promptly reimburse Employee for all
reasonable business expenses incurred by Employee in
promoting the business of Employer, including expenditures
for entertainment, gifts, and travel.
(b) Each such expenditure shall be reimbursable only if it
is of a nature qualifying it as a proper deduction on the
federal and state income tax return of Employer.
(c) Each such expenditure shall be reimbursable only if
Employee furnishes to Employer adequate records and other
documentary evidence required by federal and state
statutes and regulations issued by the appropriate taxing
authorities for the substantiation of that expenditure as
an income tax deduction.
ARTICLE 6. GENERAL PROVISIONS
Termination
6.01. This agreement may be terminated (a) by Employer, with or
without cause, or (b) by the resignation or death of
Employee. In any such event,
- - Employee (or Employee's estate) will be entitled to
receive the salary and fringe benefits called for by Para.
4.01 and Para. 4.03 above, respectively, paid to the
effective date of termination;
- - The bonus payments mentioned in Para. 4.02 (a) above shall
be payable only respecting any BTA' s for which no such
bonus has been paid and which first receive operating
revenues from customers prior to the effective date of the
termination of this agreement;
- - The bonus payments mentioned in Para. 4.02 (b) above shall
be payable only if the effective date of such termination
shall fall on a day less than 150 days after the close of
a fiscal year of Employer for which a bonus is payable
pursuant to the terms of Para. 4.02 (b), and the bonus for
such year shall not have been previously paid.
For purposes of this Article 6, the effective date of the
termination of this agreement shall be the date the terminating
party gives notice of termination to the other party, or the date
of Employee's decease, in the event that this agreement shall be
terminated by Employee's death.
Involuntary Termination After Change in Control
6.02. (a) Notwithstanding the foregoing, if Employee's
employment hereunder shall be terminated involuntarily
following a change in control of Employer, Employee, as
his sole and exclusive remedy therefor, shall be entitled
to receive, within three months following such
termination, a termination indemnity in cash as follows:
- - If such involuntary termination occurs during the first 12
months next following such change in control, the
termination indemnity payable to Employee shall be equal
to three times the total compensation paid and payable to
Employee under Paragraphs 4.0 1, 4.02 and 4.03 above for
the fiscal year of Employer last ended before such
termination;
- - If such involuntary termination occurs during the 13th
through 24th months next following such change in control,
the termination indemnity payable to Employee shall be
equal to two times the total compensation paid and payable
to Employee under Paragraphs 4.0 1, 4.02 and 4.03 above
for the fiscal year of Employer last ended before such
termination; and
- - If such involuntary termination occurs during the 25th
through 36th months next following such change in control,
the termination indemnity payable to Employee shall be
equal to the total compensation paid and payable to
Employee under Paragraphs 4.01,4.02 and 4.03 above for the
fiscal year of Employer last ended before such
termination;
- - No cash termination indemnity will be payable to Employee
hereunder if his employment is thereafter involuntarily
terminated.
(b) For purposes of this Para. 6.02, a change in control
shall be deemed to have occurred at the close of the first
full business day on which those individuals identified in
documentation filed with the Federal Communications
Commission as the Control Group of the 21st Century
Telesis Joint Venture shall cease to have the collective
power to elect a majority of the board of directors of
Employer.
(c) For purposes of this Para. 6.02, the involuntary
termination of Employee's employment shall be deemed to
include Employee's termination of his employment hereunder
as a consequence of acts by Employer so radically changing
Employee's duties, compensation or working conditions as
to amount to a constructive termination at law.
(d) Notwithstanding anything to the contrary in the
foregoing, no termination indemnity in any amount will
be payable to Employee under the provisions of this
Para. 6.02 in the event that his employment shall be
terminated by reason of (a) persistent and willful
neglect of his duties by Employee; (b) the commission of
acts of moral turpitude by Employee; or (c) the
commission by Employee of acts tending to bring Employer
into public disrepute.
Notices
6.03. Any notices to be given by either party to the other shall be
in writing and may be transmitted either by personal delivery
or by mail, registered or certified, postage prepaid with
return receipt requested. Notices delivered personally shall
be deemed communicated as of the date of actual receipt;
mailed notices shall be deemed communicated as of the date of
mailing.
Jurisdiction, Attorneys' Fees and Costs
6.04. (a) Any action at law or inequity brought to enforce or
interpret the terms of this agreement shall be brought and
maintained exclusively in the Superior Court of the State
of California for the County of Orange, to the
jurisdiction of which the parties hereby consent, waiving
all objections to venue and to the exercise by such Court
of jurisdiction over their persons.
(b) In any such action, the prevailing party shall be
entitled to reasonable attorneys' fees, costs, and
necessary disbursements in addition to any other relief to
which that party may be entitled. This provision shall be
construed as applicable to the entire contract.
Entire Agreement
6.05. This agreement supersedes any and all other agreements,
either oral or in writing, between the parties hereto with
respect to the employment of Employee by Employer, and
contains all of the covenants and agreements between the
parties with respect to that employment in any manner
whatsoever. Each party to this agreement acknowledges that no
representations, inducements, promises, or agreements, orally
or otherwise, have been made by any party, or anyone acting
on behalf of any party, which are not embodied herein, and
that no other agreement, statement, or promise not contained
in this agreement shall be valid or binding.
Modifications
6.06. Any modifications of this agreement will be effective only if
it is in writing signed by the party to be charged.
Effect of Waiver
6.07. The failure of either party to insist on strict compliance
with any of the terms, covenants, or conditions of this
agreement by the other party shall not be deemed a waiver of
that term, covenant, or condition, nor shall any waiver or
relinquishment of any right or power at any one time or times
be deemed a waiver or relinquishment of that right or power
for all or any other times.
Partial Invalidity
6.08. If any provision in this agreement is held by a court of
competent jurisdiction to be invalid, void, or unenforceable,
the remaining provisions shall nevertheless continue in full
force without being impaired or invalidated in any way.
Law Governing Agreement
6.09. This agreement shall be governed by and construed in
accordance with the laws of the State of Delaware, exclusive
of its choice of law provisions.
In witness whereof, and intending to be bound hereby, the parties
have hereunto set their seals.
EMPLOYER EMPLOYEE
21st Century Telesis, Inc.
Philip J. Chasmar James A. LaBelle
Dated: 10-13-97 Dated: 10-14-97
Executive Vice President Chief Operating Officer
& Secretary
LEASE
THIS LEASE made May 14, 1997, Combined Capital Associates VII,
an Indiana Limited Partnership, Landlord, hereby leases unto 21st
Century Telesis, Inc., a Delaware Corporation, Tenant, and the
Tenant accepts the Premises, known as The Century Building located
at 215 South St. Joseph Street, South Bend, Indiana, for the term
of one hundred twenty (120) months commencing August 15, 1997 and
ending August 14, 2007 unless sooner terminated as provided
herein, to be occupied and used by the Tenant for communications
equipment and sales office. In consideration thereof, Tenant shall
pay to Landlord as rent, without any setoff or deductions
whatsoever, the sum of Five Hundred Eighteen Thousand Seven
Hundred Forty Three Dollars and Seventy Five Cents ($518,743.75)
payable in installments as outlined in exhibit B.
Unpaid rent shall bear interest at 8% per annum from the date due
until paid.
IT IS FURTHER AGREED THAT:
I. Services to be Provided by Landlord. Landlord shall provide
the following services to the Premises during reasonable business
hours:
A. Janitor services and customary cleaning in common areas
including restrooms;
B. Water from city mains, drawn through fixtures installed by
Landlord, for drinking, lavatory and toilet purposes,
including a reasonable amount of hot water;
C. Operatorless elevator service in common with other tenants
at all times.
Landlord does not warrant that any of the services above mentioned
will be free from interruptions caused by repairs, renewals,
improvements, alterations, strikes, lockouts, accidents, inability
of the Landlord to obtain fuel or supplies, or any other cause
beyond the reasonable control of the Landlord. Any such
interruption of service shall not constitute an eviction or
disturbance of the Tenant's use and possession of the Premises or
any part thereof, or render the Landlord liable to the Tenant for
damages, or relieve the Tenant from performance of the Tenant's
obligations under this lease. Landlord will use reasonable efforts
promptly to remedy any situation which has interrupted such
services.
2. Landlord's Title. The Landlord's title is and always shall be
paramount to the title of the Tenant, and nothing herein contained
shall empower the Tenant to do any act which may encumber the
title of the Landlord. This lease is subject and subordinate to
all ground and underlying leases, and to all mortgages which may
now or hereafter affect such ground and underlying leases or the
real property or building of which the Premises form a part, and
to all renewals, modifications, consolidations, replacements and
extensions thereof, and to all advances made or hereafter to be
made on the security of any such mortgages.
3. Assignment and Subletting. The Tenant shall not (a) assign or
convey this lease or any interest thereunder; (b) allow any
transfer of this lease or any lien upon the Tenant's interest by
operation of law; (c) sublet the Premises or any part thereof
without the prior written consent of the Landlord; or (d) permit
the use or occupancy of the Premises or any part thereof by anyone
other than the Tenant.
4. Untenantability. Should the Premises or the building be made
untenantable by fire or other cause, the Landlord may elect (a) to
terminate this lease as of the date of such casualty by notice to
the Tenant within thirty (30) days after that date, or (b) to
repair all damage to the Premises or the building so that the same
shall be restored to such condition as existed immediately prior
to such damage. If the Landlord elects to terminate this lease,
rent shall be abated on a per diem basis and be paid to the date
of the fire or casualty. If the Landlord elects to restore the
Premises and building, such restoration shall be completed with
reasonable promptness. If the Premises are unusable during such
restoration, or if Tenant is reasonably required to close its
operation while such repairs are made, the rent shall abate during
such period of repair while such operations have ceased and the
Premises are completely closed. If Tenant shall continue to
operate on the Premises during such repairs, but shall be unable
to use a substantial portion thereof, then the rent shall be pro-
rated in the proportion which the area of unusable leased space
bears to the total leased space for the period that said space is
unusable. Landlord shall not be liable for business losses to
Tenant by reason of damage to the Premises. If such
untenantability is causes by the fault of the Tenant, there shall
be no apportionment or abatement of rent.
5. Signs. No sign, advertisement or notice shall be inscribed,
painted or affixed on any part of the outside or inside of the
Premises or building by the Tenant except on the glass of the
doors of the Premises and on the directory board, and then only of
such color size, style and material as shall be first specified by
the Landlord in writing. The Landlord reserves the right to remove
all other signs at the expense of the Tenant. At the expiration of
the lease term, Tenant shall remove its signs from such doors.
6. Alterations. No alterations or additions shall be made and no
fixtures shall be affixed to the Premises without the prior
written consent of the Landlord. On the expiration of the lease
term all such additions and fixtures, except Tenant's trade
fixtures and business machines, shall remain and be the property
of the Landlord unless otherwise agreed in writing by Landlord.
2
7. Use of Premises. The Tenant (a) shall occupy and use the
Premises during the term for the purpose above specified and none
other; (b) will not make or permit any use of the Premises which
directly or indirectly is forbidden by public law, ordinance or
governmental regulation, which may be dangerous to life, limb or
property, or which may invalidate or increase the premium cost of
any policy of insurance carried on the building or covering its
operations; (c) shall not obstruct, or use for storage, or for any
purpose other than ingress and egress, the sidewalks, entrances,
passages, courts, corridors, vestibules, halls, elevators and
stairways of the building; (d) shall not make or permit any noise
or odor that is objectionable to other occupants of the building
to emanate from the Premises, shall not create or maintain a
nuisance thereon, shall not disturb, solicit or canvass any
occupant of the building, and shall not do any act tending to
injure the reputation of the building; (e) shall not install any
piano, phonograph or other musical instrument, or radio or
television set in the building or any antennae, aerial wires or
other equipment inside or outside the building without, in each
and every instance, prior written approval by the Landlord, and if
so approved, such use shall be subject to control by the Landlord
so that other occupants of the building shall not be disturbed or
annoyed; (f) shall not place or permit to be placed any article of
any kind on the window ledges or on the exterior walls, and shall
not throw or permit to be thrown or dropped any article from any
window of the building; (g) shall not attach additional locks or
similar devices to any door or window, and upon termination of
this lease or of the Tenant's possession, shall surrender all keys
of the Premises and shall explain to Landlord all combination
locks on safes, cabinets and vaults; (h) shall be responsible for
locking the doors and closing the transoms and windows in and to
the Premises; (i)Shall not install any blinds, shades, awnings or
other form of inside or outside window covering, or window
ventilators or similar devices without the prior written consent
of Landlord; (j) shall not overload any floor, shall route and
locate safes and other heavy articles as Landlord may direct,
shall bring safes, furniture and all large articles through the
building and into the Premises at such times and in such manner as
the landlord shall direct and at the Tenant's sole risk and
responsibility, and shall list all furniture, equipment and
similar articles to be removed from the building for approval at
the office of the building before removal of such article; (k)
shall not install in the premises any equipment which uses a
substantial amount of electricity without the advance written
consent of the Landlord, shall ascertain from the Landlord the
maximum amount of electrical current which can safely be used in
the Premises, taking into account the capacity of the electric
wiring in the building and the Premises and the needs of other
tenants in the building, and notwithstanding Landlord's consent to
such installation, shall not use more electricity than such safe
capacity.
7. Use of Premises. The Tenant (a) shall occupy and use the
Premises during the term for the purpose above specified and none
other; (b) will not make or permit any use of the Premises which
directly or indirectly is forbidden by public law, ordinance or
governmental regulation, which may be dangerous to life, limb or
property, or which may invalidate or increase the premium cost of
any policy of insurance carried on the building or covering its
operations; (c) shall not obstruct, or use for storage, or for any
purpose other than ingress and egress, the sidewalks, entrances,
passages, courts, corridors, vestibules, halls, elevators and
stairways of the building; (d) shall not make or permit any noise
or odor that is objectionable to other occupants of the building
to emanate from the Premises, shall not create or maintain a
nuisance thereon, shall not disturb, solicit or canvass any
occupant of the building, and shall not do any act tending to
injure the reputation of the building; (e) shall not install any
piano, phonograph or other musical instrument, or radio or
television set in the building or any antennae, aerial wires or
other equipment inside or outside the building without, in each
and every instance, prior written approval by the Landlord, and if
so approved, such use shall be subject to control by the Landlord
so that other occupants of the building shall not be disturbed or
annoyed; (f) shall not place or permit to be placed any article of
any kind on the window ledges or on the exterior walls, and shall
not throw or permit to be thrown or dropped any article from any
window of the building; (g) shall not attach additional locks or
similar devices to any door or window, and upon termination of
this lease or of the Tenant's possession, shall surrender all keys
of the Premises and shall explain to Landlord all combination
locks on safes, cabinets and vaults; (h) shall be responsible for
locking the doors and closing the transoms and windows in and to
the Premises; (i)Shall not install any blinds, shades, awnings or
other form of inside or outside window covering, or window
ventilators or similar devices without the prior written consent
of Landlord; (j) shall not overload any floor, shall route and
locate safes and other heavy articles as Landlord may direct,
shall bring safes, furniture and all large articles through the
building and into the Premises at such times and in such manner as
the landlord shall direct and at the Tenant's sole risk and
responsibility, and shall list all furniture, equipment and
similar articles to be removed from the building for approval at
the office of the building before removal of such article; (k)
shall not install in the premises any equipment which uses a
substantial amount of electricity without the advance written
consent of the Landlord, shall ascertain from the Landlord the
maximum amount of electrical current which can safely be used in
the Premises, taking into account the capacity of the electric
wiring in the building and the Premises and the needs of other
tenants in the building, and notwithstanding Landlord's consent to
such installation, shall not use more electricity than such safe
capacity.
3
All persons entering or leaving the building between the
hours of 6 P.M. and 8 A.M., Monday through Friday, or at any time
on Saturdays, Sundays or holidays may be required to identify
themselves to a watchman by registration or otherwise and to
establish their rights to enter or leave the building. The
Landlord may exclude or repel, any peddler, solicitor or beggar.
In addition to all other liabilities for breach of any covenant of
this Article 7, the Tenant shall pay to the Landlord all damages
caused by such breach and shall also pay to Landlord as additional
rent hereunder an amount equal to any increase in insurance
premiums caused by such breach. The violation of any covenant of
this Article 7 may be restrained by injunction.
8. Repairs. Tenant shall take good care of the Premises and the
fixtures therein, and shall keep the premises in good order,
condition and repair at Tenant's expense during the term of this
lease, including the replacement of all interior broken glass and
exterior glass broken by Tenant, with glass of the same size and
quality. If the Tenant does not make such repairs promptly and
adequately, the Landlord may, but need not, make such repairs and
Tenant shall promptly pay Landlord for the costs thereof as
additional rent. On expiration or early termination or
cancellation of this lease, Tenant shall surrender the Premises
and Landlord's fixtures in as good condition as of the time of
delivery subject to reasonable wear and tear. All injury to the
building or fixtures caused by moving of the Tenant in and out of
the building, and any and all breakage or any other injury
whatsoever to the building, fixtures, or to the property of other
tenants of the building caused by Tenant, and any damage done by
water, steam, electricity, fire or other substance to the building
or fixtures or to the property of other tenants of the building
due to the negligence of the Tenant, may be repaired by Landlord
at the expense of the Tenant and shall become due and payable by
the Tenant as additional rent upon delivery of a statement of such
costs by Landlord to Tenant or mailing the same postage prepaid,
to the Tenant at its last known address.
9. Indemnity and Liability Insurance Obligations. Tenant agrees
to indemnify and save and hold Landlord harmless from any and all
claims, demands, judgments, losses, fines, penalties, costs,
expenses and attorneys' fees for damages to persons or property,
or for loss of life arising from this lease or Tenant's use of the
Premises; relating to or arising from the default or omission of
Tenant or from the violation by Tenant of any law, ordinance or
statute; resulting or arising out of any accident or other
occurrence due directly or indirectly to the use and occupancy of
the Premises by Tenant, its agents, employees, tenants, guests,
invitees and assigns, or by any other person or person to the
extent Landlord's liability and cost of defense is not fully
covered by insurance.
4
Tenant agrees, that at all times during the Term, Tenant will
cany a policy of comprehensive general liability insurance with a
company or companies satisfactory to Landlord covering the
Premises, insuring against public liability in an amount not less
than One Million Dollars ($1,000,000.00) for each occurrence for
bodily injury liability and personal injury liability and One
Million Dollars ($1,000,000.00) annual aggregate and property
damage liability of Five Hundred Thousand Dollars ($500,000.00)
for each occurrence and annual aggregate. Tenant agrees that
Landlord shall be named as an additional insured on those
liability insurance policies during the Term and that the same
will be evidenced by a certificate setting forth the above
required insurance coverage issued by the insurance company or its
agent to Landlord and agreeing that the policy may not be modified
or canceled without at least ten (10) days prior written notice to
Landlord.
10. Environmental Matters. At Tenant's expense, Tenant shall
comply with all laws, rules, orders, ordinances, directions,
regulations and requirements of federal, state, county and
municipal authorities pertaining to Tenant's use of the Premises,
including, without limitation, all applicable federal, state and
local laws, regulations or ordinances pertaining to air and water
quality, hazardous materials, waste disposal, air emissions and
other environmental matters, all zoning and land use matters and
with any direction of any pubic officer or officers pursuant to
law which shall impose any duty upon Landlord or Tenant with
respect to the use or occupation of the Premises. Tenant shall not
cause or permit any hazardous material to be brought upon, kept or
used in the Premises by Tenant, its agents, employees, contractors
or invitee without the prior written consent of Landlord, which
consent shall not be unreasonably withheld as long as Tenant
demonstrates to Landlord's reasonable satisfaction that such
hazardous material is necessary or useful to Tenant's business and
will be used, kept and stored in a manner that complies with all
laws regulating any such hazardous materials so brought upon or
used or kept in or about the Premises. As used herein, the term
"Hazardous Material" means any hazardous or toxic substance,
material or waste, including, but not limited to those substances,
materials and wastes listed in these United States Department of
Transportation Hazardous Material Tables (49 CFR 172.101) or by
the Environmental Protection Agency as hazardous substances or
such substances, materials and wastes that are or become regulated
under any applicable local, state or federal law. Tenant agrees to
indemnify and hold Landlord harmless against any claim, expense
damages or expense (including but not limited to attorney fees)
arising from Tenant's breach of this provision.
5
11. Condition of Leased Premises. Tenant agrees that Tenant
has examined the Premises prior to signing this Lease and is
familiar with the condition of the Premises, and that the same are
accepted "as is" with no repairs or modifications. Tenant agrees
that no representations of warranties as to the condition of the
Premises have been made by or on behalf of Landlord.
12. Compliance with ADA Requirements. Landlord and Tenant
acknowledge that the Americans With Disability Act ("ADA") is
applicable to the Building and that each of them have
responsibilities under that Act. Landlord agrees that it shall
comply with the requirement of ADA in all public areas of the
Building. Tenant agrees that it will make any architectural
modifications in the Premises required by the ADA and in
compliance with the policies which may be applicable to the
Premises at the expense of Tenant and that Tenant is responsible
for and agrees to indemnify and hold Landlord harmless against any
claims made by any third party on the grounds that the Premises do
not comply with the ADA or any regulations applying the same.
Landlord agrees to indemnify and hold Tenant harmless against any
claim that the common areas of the building in which the Premises
is located do not comply with ADA and all regulations which are
applicable. Landlord agrees that Tenant may modify the Premises to
comply with ADA, providing Landlord approves the plans and
specifications for such changes in advance of the commencement of
construction.
13. Eminent Domain. If the building, or any portion thereof
which includes a substantial part of the Premises or which
prevents the operation of the building, shall be taken or
condemned by any competent authority for any public use or
purpose, the term of this lease shall end upon, and not before,
the date when the possession of the part so taken shall be
required for such use or purpose. The Tenant shall have no right
to share in the condemnation award.
14. Rights Reserved to Landlord. The Landlord reserves the
right (a) to change the name or street address of the building
without notice or liability;(b) to install and maintain signs on
the exterior of the building; (c) to designate all sources
furnishing sign painting and lettering, ice, drinking water,
towels, and toilet supplies used on the Premises; (d) if during or
prior to the termination of this Lease Tenant vacates the
Premises, to decorate, remodel, repair, alter or otherwise prepare
the Premises for reoccupancy; (e) to have pass keys to the
Premises; (f) to exhibit the Premises to others and to display
"For Rent" signs on the Premises during the last ninety (90) days
of the lease term; (g) to take any and all measures, including
inspection, repairs, alterations, additions and improvements to
the Premises or to the building as may be necessary or desirable
for the safety, protection or preservation of the Premises or the
building or the Landlord's interest therein , or as may be
necessary or desirable in the operation of the building
6
(h) to approve all movers employed by Tenant to move Tenant's
furnishings, fixtures, and equipment in or out of the Premises.
The Landlord may enter upon the Premises and may exercise any or
all of the foregoing rights hereby reserved without being deemed
guilty of an eviction or disturbance of the Tenant's use or
possession and without being liable in any manner to the Tenant.
15. Holding Over. If the Tenant retains possession of the
Premises or any part thereof after the termination of this lease
by a lapse of time or otherwise, the Tenant shall pay the Landlord
rent at double the rate of rental specified in this lease for the
time the Tenant thus remains in possession. If the Tenant remains
in possession of the Premises, or any part thereof, after the
termination of the term by lapse of time or otherwise, at the
election of the Landlord expressed in a written notice to the
Tenant and not otherwise, such holding over shall constitute a
renewal of this lease for one year. The provisions of this Article
do not waive Landlord's right of re-entry or any other right under
this lease.
16. Notices. Any notice which the landlord may desire or be
required to give the Tenant shall be deemed sufficiently given or
rendered if delivered in writing to the Tenant personally or sent
by certified or registered mail, addressed to the Tenant at the
Premises, return receipt requested. Any notice which Tenant may
desire or be required to give to the Landlord shall be deemed
sufficiently given or rendered if delivered in writing to Landlord
personally or sent by certified or registered mail, addressed to
Landlord at Combined Management Services, Inc., 215 South St.
Joseph Street, P.O. Box 4095, South Bend, Indiana 46634, or such
other place as Landlord may from time to tome designate in
writing.
17. Default By Tenant. In the event of a default by Tenant
under this lease, Landlord shall have the following remedies: (a)
If any voluntary or involuntary petition or similar pleading under
any section of any bankruptcy act shall be filed by or against the
Tenant or any voluntary or involuntary proceedings in any court or
tribunal shall be instituted to declare the Tenant insolvent or
unable to pay its debts, and in the case of an involuntary
petition or proceeding, it is not dismissed within thirty (30)
days from the date it is filed, then Landlord at its election and
without further notice or demand, and either with or without entry
upon the premises, may forthwith cancel this lease and be
thereafter entitled to recover damages in an amount equal to the
present value of the rental obligation herein stated, including
increases in rent as provided in Articles 18 and 19 below, less
the fair rental value for the Premises which it can obtain for the
residue of the stated lease term; and/or (b) if default be made by
Tenant.
7
(i) at any time in the payment of any rent upon the day when the
same shall become due; or,
(ii) in the performance of any of the other terms, conditions
or covenants of this lease by Tenant to be performed, then the
Landlord may enter into and upon the Premises or any part thereof
and repossess the same, with or without terminating this lease and
without prejudice to any of its remedies for rent or breach of
covenant, and may, at it's option, terminate this lease by giving
written notice of it's election so to do, or may, at it's option,
lease the Premises or any part thereof as the agent of the Tenant
or otherwise. The Tenant shall, without demand or further process
of law, pay to Landlord at the end of each month during the full
term of this lease the difference between the rent due Landlord
from the Tenant under this lease, including the increases in rent
due under Articles 18 and 19 below, and the net receipts, if any,
being received by the Landlord from the Premises (such net
receipts to be calculated by deducting from the gross receipts,
the expense of each and every kind incurred by Landlord in
connection with the re-letting of the Premises and performing
Tenant's obligations hereunder). In the event the rent for re-
letting the Premises is higher than the monthly rent under the
term of this lease, then such excess rent shall belong to the
Landlord and the Tenant shall have no claim thereto; and (c) the
foregoing rights and remedies given to the Landlord are and shall
be deemed to be cumulative, and the exercise of any of them shall
not be deemed to be an election excluding the exercise by the
Landlord at any other time of a different or inconsistent remedy.
Such rights and remedies shall be deemed to be given to said
Landlord in addition to any other and further rights granted to
Landlord by the terms hereof, or by the laws of the State of
Indiana, and the failure of the Landlord at any time to exercise
any right or remedy herein granted established by law shall not be
deemed to operate as a waiver of it's right to exercise such right
or remedy at any other time.
18. Rent Increase due to Increased Taxes. (a) The rent payable by
Tenant for each year during the term of this lease shall be
increased in accordance with the provisions of this Article, the
following definitions shall apply:
(1) The term "base year" shall mean the first calendar year 1997.
(2) The term "the proportionate share" shall mean 12.37%
(5,845 of 47,258).
(3) The term "real estate taxes" shall mean all taxes and
assessments levied, assessed or imposed at any time by any
municipal, county, or state or Federal government or any
government authority upon or against the land and/or building of
which the Premises form a part, and also any tax or assessment
levied, assessed or imposed at any time by any governmental
authority in connection with the receipt of income or rents from
said land and/or building to the extent that the same shall be in
lieu of all or a portion of any of the aforesaid taxes or
assessments upon or against said land and/or building.
8
(b) In the event that the real estate taxes levied, assessed or
imposed for any calendar year following the base year shall exceed
the amount of such real estate taxes levied, assessed or imposed
during the base year, Tenant shall pay to Landlord as additional
rent an amount equal to its proportionate share of the excess.
Such amount shall be payable from Tenant to Landlord within ten
(10) days from the date that the Tenant has received written
notice requiring such payment together with paid tax bills or
photostatic copies thereof for such calendar year and for the base
year. (c) The amount of real estate taxes actually payable or paid
by Landlord for the base year shall be used in the computation of
the amount of additional rental payable under this Article 15
until the amount of real estate taxes payable for the base year
shall be reduced by final determination of legal proceedings,
settlement or otherwise. In the event of such reduction, the
reduced amount of such taxes shall thereafter determine the amount
of additional rent payable by Tenant pursuant to this Article and
the additional rent theretofore paid or payable hereunder shall be
re-computed on the basis of such reduction, and Tenant shall pay
to landlord as additional rent within ten (10) days after being
billed therefor, any difference between the amount of such
additional rent as theretofore computed and the amount thereof due
as the result of such recomputations. If, after Tenant shall have
made a payment of additional rent under this Article, Landlord
shall receive a refund of any portion of the real estate taxes
payable for any calendar year after the base year on which such
payment of additional rent shall have been based, as a result of a
reduction of such real estate taxes by final determination of
legal proceedings, settlement or otherwise, Landlord shall, within
ten (10) days after receiving the refund pay to Tenant the
Tenant's proportionate share of the refund less the expenses
(including attorneys; tax consultants', and appraisers' fees)
incurred by Landlord in connection with any such application or
proceeding.
20. Pro-Rating. On the date of any expiration or termination of
this lease, whether by lapse of time or otherwise, the entire
additional rent for the preceding calendar year as required by
Articles 18 and 19 above, and a proportionate share of the
additional rent for the calendar year during which such expiration
or termination occurs as required by said Articles 18 and 19,
shall immediately become due and payable by Tenant to the
Landlord. The said proportionate share shall be based upon the
length of time this lease shall have been in existence during such
latter calendar year. Promptly after said expiration or
termination, Landlord shall compute the additional rent due from
Tenant as aforesaid, which computation shall be an estimate based
upon the most recent annual statement furnished to Tenant under
Article 18 above, and the most recent tax bill furnished to tenant
under Article 19 above. Within ten (10) days after such statements
and such tax bills are furnished to Tenant, Landlord and Tenant
shall make appropriate adjustments for said estimated payments.
9
21. Liens. (a) Tenant shall not do any act which shall in any way
encumber the title of Landlord in and to the Premises and the
building, nor shall the interest or estate of Landlord in said
Premises and building be in any way subject to any claim by way of
lien or encumbrance whether by operation of law or by virtue of
any express or implied contract by Tenant. Tenant will not permit
the Premises and building to become subject to any mechanics',
laborers' or materialmen's lien on account of labor or material
furnished or claimed to have been furnished to Tenant for or on
the Premises and building. At its election, Landlord may (but
shall not be required so to do) remove or discharge such lien or
claim for lien (with the right, in its discretion to settle or
compromise the same) and any amounts advanced by Landlord for such
purposes shall be so much additional rent due from Tenant to
Landlord at the next rent day after any such payment, with
interest at the rate of eight percent (8%) per annum from the date
of payment thereof.
22. Offset Statements. Tenant agrees at any time and from time to
time, upon not less than 20 days prior written request by
Landlord, to execute, acknowledge and deliver to Landlord a
statement in writing certifying that this lease is unmodified and
in full force and effect (or if there have been modifications,
stating the modifications and that the lease as so modified is in
full force and effect), the commencement and termination dates of
this lease, that Tenant has accepted the Premises, and the date to
which rental and other charges have been paid in advance, if any,
and that the Tenant has no claims against Landlord or offsets
against rentals. It is intended that such statement may be relied
upon by prospective purchasers of Landlord's interest in the land
and building, or by a mortgage or assignee of any mortgage upon
Landlord's interest in said land and building.
23. Indemnity, Loss and Damages. (a) Tenant will pay and
discharge, and will indemnify and save harmless the Landlord
against and from all losses, liabilities, costs, damages, and
expenses, including reasonable architects' and attorneys' fees,
which may be incurred by or asserted against Landlord by reason of
or in respect to any of the following occurring during the term of
this lease: (I) any work or thing done by Tenant in, on or about
the Premises or any part thereof, (2) any use, non-use,
possession, occupation, condition, operation, maintenance or
management by Tenant of the Premises, or any part thereof; (3) any
negligence on the part of Tenant occurring in or about the
building structure, (b) In case any action or proceeding is
brought against the Landlord by reason of any losses, liabilities,
costs, damages, or expenses incurred by or asserted against the
Landlord, by reason of or in respect to any of the matters or
things set forth in subarticle (a) of this Article 23, Tenant,
upon written notice from the Landlord, will at Tenant's expense
resistor defend such action or proceedings.
10
Tenant and Landlord agree to give each other prompt written notice
of any claim, action or proceedings brought or threatened against
Landlord and/or Tenant and/or against the Premises, of which
either party has notice. (c) To the extent permitted by law, the
Landlord shall not be liable for any damage either to person or
property (except damage willfully or wantonly caused by the
Landlord) sustained by the Tenant or by other persons due to the
building or any part thereof or any appurtenance thereof becoming
out of repair, or due to the happening of any accident in or about
said building, or due to any act or neglect of any tenant or
occupant of said building, or of any other person. This limitation
as to liability shall apply only to the Landlord.
24. Miscellaneous. (a) The invalidity of any provision, clause or
phrase herein contained shall not serve to render the balance of
this lease ineffective or void. (b) In the event that Landlord or
Tenant institute legal proceedings against the other for the
breach of any of the covenants or conditions herein contained,
then the successful party shall recover reasonable attorneys' fees
and expenses from the other. (c) This agreement shall be binding
upon and inure to the benefit of the respective parties hereto,
their heirs, executors, administrators, devisees, successors and
assigns. Any reference to the Tenant or Landlord herein shall, for
the purpose of determining liability for property damage, personal
injury and the like, be deemed to include the Tenant, Landlord,
his or its respective agents, employees, servants, partners,
independent contractors, licenses, invites, guests or visitors.
(d) This agreement supersedes and cancels all prior negotiations
and agreements whatsoever and these presents shall be amended only
upon the joint written undertaking of the parties hereto. (f)
Except as elsewhere herein expressly provided, all amounts owed by
the Tenant to the Landlord hereunder shall be deemed to be
additional rent and shall be deemed payable within ten (10) days
from the date the Landlord renders statement of account therefor
to the Tenant, and shall bear interest at the rate of 8% per annum
thereafter until paid. (g) The tenant shall abide by all
reasonable rules and regulations adopted by Landlord pertaining to
the operation and management of the building. If any rules and
regulations adopted by Landlord are contrary to the terms of this
lease, the terms of this lease shall govern.
IN WITNESS WHEREOF, the parties hereunto set their hands and
seal the day and year first above written.
LANDLORD: TENANT:
Combined Capital Associates VII, 21st Century Telesis, Inc.
an Indiana Limited Partnership a Delaware Corporation
BY: Robert A. Sowinski BY: Philip J. Chasmar
ITS: Managing General Partner ITS: Executive Vice President
& Secretary
EXHIBIT B
ADDENDUM TO A LEASE
THE CENTURY BUILDING
215 SOUTH ST. JOSEPH STREET
SOUTH BEND, INDIANA
1. PARTIES: (LANDLORD) Combined Capital Associates VII
P.O. Box 4095
South Bend, Indiana 46634
(TENANT) 21st Century Telesis, Inc.
215 South St. Joseph Street, Suite 101
South Bend, Indiana 46601
2. AREA: (A) Approximately 5,845 square feet as outlined on
exhibit A. (B) Use of outside space, if necessary, at rear (west)
of building for placement of FIVAC and/or standby generator
(subject to local codes). (C) Rooftop placement of small
communications antenna.
3. TERM: Ten (10) years.
4. RENT: Years I through 5 at $8.50 per square foot per year.
Years 6 through 10 at $9.25 per square foot per year.
5. ESCALATIONS: Tenant pays to Owner real estate tax escalations
for incremental increases over and above 1997 base year on a pro
rata and semi-annual basis.
6. TERM COMMENCEMENT: August 15, 1997
7. TERM EXPIRATION: August 14, 2007
8. OCCUPANCY: May 1, 1997
9. BUILD-OUT: Tenant to perform their own demolition and build
out including new HVAC equipment for Tenant's space and at
Tenant's expense.
10. UTTLITIES: Tenant to pay electric charges from Tenant
installed electric meter.
Electric meter to measure all electrical usage in Tenant's space
and Tenant's HVAC
Equipment. Owner responsible for all other utilities, except
telephone, and at Owner's
expense.
11. HVAC: Tenant to install and maintain their own HVAC system
for Tenant's space and outside area as outlined in paragraph 2
above, if necessary, and at Tenant's expense.
12. JANITORIAL SERVICES: Tenant to provide within Tenant's space
and at Tenant's expense. Owner to provide for common areas and
restrooms and at Owner's expense.
13. MAINTENANCE: Tenant will maintain within Tenant's space
including but not limited to light bulbs and at Tenant's expense.
Tenant will also be responsible for first floor HYAC unit and
backup generator, if necessary, and at Tenant's expense. Owner
responsible for all other major building components including
exterior and at Owners expense.
14. USE: Communications equipment and office and sales office
subject to zoning approval.
15. ACCESS: Tenant to have access 24 hours per day, 7 days per
week to building. Tenant shall have free access to first and third
floor hallways.
16. VENTTLATION: Tenant allowed to install ventilation and
cables, if necessary, through rear exterior wall and at Tenant's
expense.
17. PAYMENT OF RENT: Tenant shall pay to Owner first years rent
upon execution of Lease Agreement in the amount of $49,682.50. All
other rent Tenant pays to Owner shall be payable monthly in
advance.
18. OPTION TO RENEW: Extension # I for years II through 15 at
$10.00 per square foot per year. Extension #2 for years 16 through
20 at $10.50 per square foot per year.
20. SIGNAGE: Tenant shall, at Tenant's discretion, install
exterior signage at street level on South East corner on the East
side of building by Tenant at Tenant's expense as shown on exhibit
C.
21. COMMISSIONS: A six (6) percent leasing commission of the
initial term often (10) years will be paid by Owner to Century 21
Realty Plus Commercial in the amount of $31,124.63 upon delivery
of the signed Lease Agreement. No leasing commission will be paid
to Century 21 Realty Plus Commercial on any option to renew
exercised by Tenant. Century 21 Realty Plus Commercial has
disclosed that no commissions are being paid by Tenant, either
directly or indirectly, to Century 21 Realty Plus Commercial.
AGREED TO AND ACCEPTED THIS 14th DAY OF MAY, 1997.
OWNER
COMBINED CAPITAL ASSETS VII
By: Robert A. Sowinski, Managing General Partner
AGREED TO AND ACCEPTED THIS 14th DAY OF MAY, 1997.
TENANT
21st CENTURY TELESIS, INC.
BY: Philip J. Chasmar
ITS: Executive Vice President & Secretary
<TABLE>
United States of America
Federal Communications Commission
RADIO STATION AUTHORIZATION
Commercial Mobile Radio Services
Personal Communications Service - Broadband
21st CENTURY TELESIS JOINT VENTURE
ATTN: PHILIP J. CHASMAR
4665 MACARTHUR COURT SUITE lOOC
NEWPORT BEACH, CA 92660
Call Sign: KNLF303
Market: B325
L-96 NORTH PLATTE, NE
Channel Block: C
File Number: 00443-CW-
The licensee hereof is authorized, for the period indicated, to construct and
operate radio
transmitting facilities in accordance with the terms and conditions hereinafter
described.
This authorization is subject to the provisions of the Communications Act of
1934, as
amended, subsequent Acts of Congress, international treaties and agreements to
which the
United States is a signatory, and all pertinent rules and regulations of the
Federal
Communications Commission, contained in the Title 47 of the U.S. Code of
Federal
Regulations.
Initial Grant Date September 17,1996
Five-year Build Out Date September 17, 2001
Expiration Date September 17, 2006
CONDITIONS.
Pursuant to Section 309(h) of the Communications Act of 1934, as amended, (47
U.S.C. Sec.
309(h)), this license is subject to the following conditions: This license does
not vest in
the licensee any right to operate a station nor any right in the use of
frequencies beyond
the term thereof nor in any other manner than authorized herein. Neither this
license nor
the right granted thereunder shall be assigned or otherwise transferred in
violation of the
Communications Act of 1934, as amended (47 U.S.C. Sec. 151, et seq.). This
license is
subject in terms to the right of use or control conferred by Section 706 of the
Communications Act of 1934, as amended
(47 U.S.C. Sec. 606).
Conditions continued on Page 2.
WAIVERS:
No waivers associated with this authorization.
Issue Date: November 18, 1996 FCC Form 463a
CONDITIONS:
This authorization is subject to the condition that, in the event that systems
using the
same frequencies as granted herein are authorized in an adjacent foreign
territory
(Canada/United States), future coordination of any base station transmitters
within 72 km
(45 miles) of the United States/Canada border shall be required to eliminate
any harmful
interference to operations in the adjacent foreign territory and to ensure
continuance of
equal access to the frequencies by both countries.
This authorization is conditioned upon the full and timely payment of all
monies due
pursuant to Sections 1.2110 and 24.711 of the Commissions Rules and the terms
of the
Commission's installment plan as set forth in the Note and Security Agreement
executed by
the licensee. Failure to comply with this condition will result in the
automatic
cancellation of this authorization.
Issue Date: Nov ember 18, 1996
FCC Form 463a Page2of2
Installment Payment Plan Note
(Broadband Personal Communications Service, C Block): Auction Event No.5)
US $1,394,411.63
Washington, D.C. License No. :PBB325C
September 17, 1996
FOR VALUE RECEIVED, the undersigned, 21st CENTURY TELESIS JOINT VENTURE, a
Delaware General
Partnership ("Maker"), promises to pay to the order of the FEDERAL
COMMUNICATIONS
COMMISSION, an independent regulatory agency of the United States ("Payee" or
"Commission"),
the principal sum of 1,394,411.63 DOLLARS ("Principal Amount"), together with
accrued
interest, computed at the annual rate of seven percent (7.00%) per annum,
("Annual Rate") on
the unpaid Principal Amount hereof, from the date of this Note until the date
the entire
Principal Amount has been paid in full.
Interest and principal shall be payable as set forth below and in accordance
with Schedule A
attached hereto and made a part hereof:
Interest only, at the Annual Rate from the date hereof until the last day of
the month
ninety (90) days hence, shall be due and payable on December 31, 1996 in the
amount of
$28,079.25. Commencing December 31, 1996, Maker shall pay interest only at the
Annual Rate,
in equal consecutive quarterly installments of $24,402.20, due on the last day
of the month
and every ninety (90) days thereafter from December 31, 1996 through September
30, 2002.
Commencing December 31, 2002, Maker shall pay principal and interest in equal
quarterly
installments of $100,675.93, due on the last day of each month ninety (90) days
hence
through and including June 30, 2006.
The entire unpaid Principal Amount, together with accrued and unpaid interest
thereon, and
all remaining obligations of Maker hereunder, shall be due and payable on
September 17, 2006
("Maturity Date").
All interest shall be computed on the basis of a 360-day year for actual days
elapsed.
All payments to be made hereunder, of principal, interest, costs, expenses, or
other sums
due hereunder, shall be made to the holder of this Note in lawful money of the
United States
of America which at the time of payment shall be legal tender for the payment
of public and
private debts, free and clear and without reduction by reason of any present or
future
income, stamp or other taxes, levies, imposts, deductions, charges, compulsory
loans or
withholdings whatsoever, including interest thereon or penalties with respect
thereto, if
any imposed, assessed, levied or collected by any political subdivision or
taxing authority
thereof or therein, on or in respect of this Note or the obligations it
evidences. All
payments shall be made during normal business hours at the Commission's
designated lockbox
location as set forth from time to time in the Commission's then-applicable
orders and
regulations and/or public notices.
This Note is secured by, and entitled to the benefits of, a Security Agreement
(the
"Security Agreement") of even date between Maker and Payee. All the terms,
covenants,
conditions and agreements contained in the Security Agreement are hereby
incorporated herein
and made part of this Note to the same extent and effect as if fully set forth
herein. It is
expressly understood by Maker that all of the terms of the Security Agreement
apply to this
Note and that reference in the Security Agreement to "this Agreement" includes
both the
Security Agreement and this Note.
IT IS HEREBY EXPRESSLY AGREED THAT TIME IS OF THE ESSENCE FOR THE PERFORMANCE
OF ALL TERMS
AND CONDITIONS UNDER THIS NOTE AND THE SECURITY AGREEMENT.
A default under this Note ("Event of Default") shall occur upon any or all of
the following:
a. non-payment by Maker of any Principal or Interest on the due date as
specified
hereinabove if the Maker remains delinquent for more than 90 days and
(1) Maker has not submitted a request, in writing, for a grace period or
extension of payments, if any such grace period or extension of payments
is provided for in the then-applicable orders and regulations of the
Commission; or
(2) Maker has submitted a request, in writing, for a grace period or extension
of payments, if any such grace period or extension of payments is provided
for in the then-applicable orders and regulations of the Commission, and
following the expiration of the grant of such grace period or extension or
upon denial of such a request for a grace period or extension, Maker has
not resumed payments of Interest and Principal in accordance with the
terms of this Note;
or,
b. failure by Maker to comply with any other condition for holding the above
referenced license (as defined in the Security Agreement) as set forth in the
license
or in the Communications Act of 1934, as amended, or the then-applicable orders
and
regulations of the Commission; or
c. violation by Maker of any other covenant or term of this Note or the
Security
Agreement.
Upon any Event of Default under this Note, Payee may assess a late fee
and/or administrative charge, plus the costs of collection,
litigation, attorneys' fees, and default payment as specified in the
then-applicable orders and regulations of the Commission, as amended,
and Maker acknowledges that it is liable and herein expressly promises
to pay on demand such additional costs, expenses, late charges,
administrative charges, attorneys' fees, and default payment. Upon a
default under this Note, the unpaid Principal Amount, plus all unpaid
interest accrued thereon, together with any late fee and/or
administrative charge, plus the costs of collection, litigation,
attorneys' fees, and default payment as specified in the then-
applicable orders and regulations of the Commission, as amended, shall
become immediately due and payable. The Maker hereby acknowledges that
the Commission has issued Maker the above referenced license pursuant
to the Communications Act of 1934, as amended, that is conditioned
upon full and timely payment of financial obligations under the
Commission's installment payment plan, as set forth in the then-
applicable orders and regulations of the Commission, as amended, and
that the sanctions and enforcement authority of the Commission shall
remain applicable in the event of a failure to comply with the terms
and conditions of the license, regardless of the enforceability of
this Note or the Security Agreement.
No delay or omission on the part of Payee in exercising any right
under this Note, the Security Agreement, or any other instrument
securing this Note, shall operate as a waiver of such right or of any
other right of Payee, nor shall any waiver by Payee of any such right
or rights on any one occasion be deemed a bar to or waiver of the same
right or rights on any future occasion.
The Maker is liable for all costs of collection or enforcement of the
Payee's rights under this Note or under the Security Agreement or under any
other instrument
now or hereafter executed by Maker in favor of Payee which in any manner
evidences or
constitutes additional security for this Note, including reasonable attorneys'
fees, whether
suit is brought or not, and all such costs shall be paid by the Maker on
demand, and whether
or not such collection or enforcement occurs in any bankruptcy, reorganization,
receivership
or other proceedings involving creditors' rights or involving a claim under
this Note or any
of the other loan documents.
Maker, all endorsers and guarantors hereof and any other party who may become
liable for all
or any part of the obligation evidenced hereby, waive presentment for payment,
notice or
dishonor, protest and notice of protest, notice of nonpayment and any and all
lack of
diligence or delays in collection or enforcement of this Note.
Maker may prepay all or any part of the Principal Amount without premium or
penalty upon ten
(10) days' prior written notice to Payee, given in the manner provided in the
Security
Agreement.
Partial prepayments shall not postpone or reduce regular payments to be made
hereunder. All
such prepayments shall be applicable first to the payment of late charges, if
any, costs and
expenses, and administrative penalties due hereunder, then to accrued and
unpaid interest,
then to that portion of the unpaid Principal Amount due on the Maturity Date
and then, if
applicable, to any unpaid installments of principal in the inverse order of
installment
maturities. The Payee may require that any partial prepayments be made on the
dates
installments of principal and interest are due hereunder.
Anything to the contrary notwithstanding, Payee shall not charge, take or
receive, and Maker
shall not be obligated to pay to Payee, any amounts constituting interest on
the Principal
Amount in excess of the maximum rate permitted by applicable law. If by reason
of the
acceleration of the unpaid Principal Amount or otherwise, interest in excess of
the highest
legal contract rate permitted by applicable law shall at
Page 4
any time be paid, any such excess shall constitute and be treated as a payment
of
outstanding principal hereunder and shall operate to reduce such outstanding
Principal
Amount.
ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS NOTE,
THE SECURITY AGREEMENT, OR OTHER DOCUMENTS EVIDENCING
OR SECURING THE DEBT TRANSACTION EVIDENCED HEREBY MAY
ONLY BE BROUGHT IN THE UNITED STATES DISTRICT COURT FOR
THE DISTRICT OF COLUMBIA, AND, BY EXECUTION AND DELIVERY OF
THIS NOTE AND SECURITY AGREEMENT, THE MAKER HEREBY
ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY GENERALLY
AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID
COURT. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE ANY
OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO
THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENJENS, WHICH ANY OF THEM MAY NOW OR HEREAFTER HAVE
TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN THE
DISTRICT OF COLUMBIA.
THE MAKER IRREVOCABLY CONSENTS TO THE SERVICE OF
PROCESS OF THE AFOREMENTIONED COURT IN ANY SUCH ACTION OR
PROCEEDING BY THE MAILING OF A COPY THEREOF BY CERTIFIED
MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID, TO THE
MAKER AT ITS ADDRESS PROVIDED HEREIN. SUCH SERVICE SHALL
BE DEEMED TO HAVE OCCURRED ON THE THIRD DAY AFTER SUCH
MAILING. NOTHING CONTAINED HEREIN SIIALL AFFECT THE RIGHT
OF PAYEE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED
BY LAW OR COMMENCE LEGAL PROCEEDINGS OR OTHERWISE
PROCEED AGAINST THE MAKER IN ANY OTHER JURISDICTION.
EACH OF THE PARTIES HERETO HEREBY KNOWINGLY,
WILLINGLY, VOLUNTARILY, UNCONDITIONALLY, IRREVOCABLY AND
INTENTIONALLY FOREVER WAIVES ANY RIGHT IT MAY HAVE TO
TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE, THE
SECURITY AGREEMENT, OR OTHER DOCUMENTS EVIDENCING OR
SECURING THE DEBT TRANSACTION EVIDENCED HEREBY, ANY
COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (VERBAL
OR WRITTEN) OR ACTION OF ANY PERSON OR ANY EXERCISE BY ANY
PARTY OF THEIR RESPECTIVE RIGHTS UNDER THIS TRANSACTION,
DOCUMENT OR ANY RELATED DOCUMENT OR IN ANY WAY RELATING
TO THE COLLATERAL (INCLUDING, WITHOUT LIMITATION, ANY
ACTION TO RESCIND OR CANCEL THIS TRANSACTION OR ANY
CLAIMS OR DEFENSES ASSERTING THAT THIS TRANSACTION, IN
WHOLE OR IN PART, WAS FRAUDULENTLY INDUCED OR IS
OTHERWISE VOID OR VOIDABLE). MAKER REPRESENTS THAT NO
ORAL OR WRITTEN STATEMENTS HAVE BEEN MADE BY ANY PARTY
TO INCLUDE THIS SUBMISSION OR JURISDICTION AND WAIVER OF
TRAIL BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS STATED
EFFECT. MAKER FURTHER REPRESENTS THAT IT HAS BEEN
REPRESENTED BY INDEPENDENT COUNSEL, SELECTED BY ITS OWN
FREE WILL, IN SIGNING THIS NOTE AND IN THE MAMNG OF THIS
WAIVER AND THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS
WMVER WITH SUCH COUNSEL. THIS PROVISION IS A MATERIAL
INDUCEMENT FOR PAYEE TO ENTER INTO THIS TRANSACTION AND
THE VARIOUS DOCUMENTS RELATED THERETO.
Maker acknowledges that this Note and Security Agreement (any attachments
affixed thereto by
the Commission with the permission and knowledge of the Maker/Debtor), along
with the then-
current applicable Commission orders and regulations and the Communications Act
of 1934, as
amended, set forth the entire agreement, written and oral, of the parties, and
all
inconsistent prior statements, understandings, notices, representations and
agreements
between the parties, oral or written, are superseded by and merged in this
Note, the
Security Agreement or other documents evidencing or securing the debt
transaction evidenced
hereby. Except as otherwise expressly provided herein, all of Payee's
representations,
warranties, covenants and agreements in this Note and Security Agreement shall
merge in the
documents and agreements executed by the Maker and shall not survive said
execution.
If any provision or part of this Note and/or the Security Agreement shall for
any reason be
held or deemed to be invalid, illegal, or unenforceable in any respect, such
invalidity,
illegality or unenforceability shall not affect any other provision of this
Note and this
Note shall be construed as if such invalid, illegal or unenforceable provision
had never
been contained herein and the remaining provisions of this Note shall remain in
full force
and effect. The enforceability of the Note and/or the Security Agreement do not
alter the
rights and obligations of the Maker and Payee under the Communications Act of
1934, as
amended, or under the then-applicable orders and regulations of the Commission,
as amended.
Any notice demand or request hereunder shall be given in the manner set forth
in the
Security Agreement.
This Note shall be governed by and construed in accordance with the
Communications Act of
1934, as amended, the then-applicable orders and regulations of the Commission,
and federal
law. Nothing in this Note shall be deemed to modify any then-applicable orders
and
regulations of the Commission, and nothing in this Note shall be deemed to
release the Maker
from compliance therewith. This Note may not be changed, modified, waived,
terminated or
discharged orally, but only by an agreement in writing executed by the party
against whom
enforcement of any such change, modification, waiver, termination, or discharge
is sought.
Maker represents and warrants that any statements made by or on behalf of Maker
in
connection with this Note: (I) are true and accurate in all material respects;
and (ii) do
not omit any material facts or information that would make such statement
misleading in the
context of Payee's evaluation of the note, and acknowledges and agrees that
Payee is
entitled to and his relied on such statements in agreeing to the Note.
Payee shall have the right at any time to assign, endorse, pledge, convey or
otherwise
transfer this Note and all of the other loan documents to any party. From and
after the date
of such assignment, endorsement, pledge, conveyance or other transfer, such
transferee shall
be entitled to exercise any and all rights and remedies of Payee hereunder.
Maker shall not
assign, convey or otherwise transfer its rights and obligations hereunder
without the prior
written consent of the Commission.
Date: 11-26-96 21st Century Telesis Joint Venture [NAME OF MAKER]
By: Philip J. Chasmar
Its: Secretary
[License Number: PBB325C I
INSTALLMENT PLAN C AMORTIZATION SCHEDULE
for Federal Communications Commission Broadband Personal
Communications Service, C-Block Licenses
(Interest-only Payments for the First Six Years)
Orig Balance $1,394,411.63
Orig Rate 7.00%
Term (yrs) 10
LstPMT Dec-96
Future Value $0
<CAPTION>
Pmt# Date Yr Rate P&l Payment Prin Interest Extra New
Balance Cum.Int Yearly
Prin (Prin Only) Total amt
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 Dec-96 7.00% $28,079.25 $0.00 $28,079.25 $0.00 $1,394
, 411.63 $28,079.25 $28,079.25
2 Mar-97 7.00% $24,402.20 $0.00 $24,402.20 $0.00 $1,394
,411.63 $52,481.45 $24,402.20
3 Jun-97 7.00% $24,402.20 $0.00 $24,402.20 $0.00 $1,394
,411.63 $76,883.65 $48,804.41
4 Sep-97 7.00% $24,402.20 $0.00 $24,402.20 $0.00 $1,394
,411.63 $101,285.86 $73,206.61
5 Dec-97 7.00% $24,402.20 $0.00 $24,402.20 $0.00 $1,394
,411.63 $125,688.06 $97,608.81
6 Mar-98 7.00% $24,402.20 $0.00 $24,402.20 $0.00 $1,394
,411.63 $150,090.27 $24,402.20
7 Jun-98 7.00% $24,402.20 $0.00 $24,402.20 $0.00 $1,394
,411.63 $174,492.47 $48,804.41
8 Sep-98 7.00% $24,402.20 $0.00 $24,402.20 $0.00 $1,394
,411.63 $198,894.67 $73,206.61
9 Dec-98 7.00% $24,402.20 $0.00 $24,402.20 $0.00 $1,394
,411.63 $223,296.88 $97,608.81
10 Mar-99 7.00% $24,402.20 $0.00 $24,402.20 $0.00 $1,394
,411.63 $247,699.08 $24,402.20
11 Jun-99 7.00% $24,402.20 $0.00 $24,402.20 $0.00 $1,394
,411.63 $272,101.28 $48,804.41
12 Sep-99 7.00% $24,402.20 $0.00 $24,402.20 $0.00 $1,394
,411.63 $296,503.49 $73,206.61
13 Dec-99 7.00% $24,402.20 $0.00 $24,402.20 $0.00 $1,394
,411.63 $320,905.69 $97,608.81
14 Mar-2000 7.00% $24,402.20 $0.00 $24,402.20 $0.00 $1,394
,411.63 $345,307.89 $24,402.20
15 Jun-2000 7.00% $24,402.20 $0.00 $24,402.20 $0.00 $1,394
,411.63 $369,710.10 $48,804.41
16 Sep-2000 7.00% $24,402.20 $0.00 $24,402.20 $0.00 $1,394
,411.63 $394,112.30 $73,206.61
17 Dec-2000 7.00% $24,402.20 $0.00 $24,402.20 $0.00 $1,394
,411.63 $418,514.50 $97,608.81
18 Mar-2001 7.00% $24,402.20 $0.00 $24,402.20 $0.00 $1,394
,411.63 $442,916.71 $24,402.20
19 Jun-2001 7.00% $24,402.20 $0.00 $24,402.20 $0.00 $1,394
,411.63 $467,318.91 $48,804.41
20 Sep-2001 7.00% $24,402.20 $0.00 $24,402.20 $0.00 $1,394
,411.63 $491,721.11 $73,206.61
21 Dec-2001 7.00% $24,402.20 $0.00 $24,402.20 $0.00 $1,394
,411.63 $516,123.32 $97,608.81
22 Mar-2002 7.00% $24,402.20 $0.00 $24,402.20 $0.00 $1,394
,411.63 $540,525.52 $24,402.20
23 Jun-2002 7.00% $24,402.20 $0.00 $24,402.20 $0.00 $1,394
,411.63 $564,927.73 $48,804.41
24 Sep-2002 7.00% $24,402.20 $0.00 $24,402.20 $0.00 $1,394
,411.63 $589,329.93 $73,206.61
25 Dec-2002 7.00% $100,675.93 $76,273.73 $24,402.20 $0.00
$1,31
8,137.90 $613,732.13 $97,608.81
26 Mar-2003 7.00% $100,675.93 $77,608.52 $23,067.41 $0.00
$1,24
0,529.38 $636,799.54 $23,067.41
27 Jun-2003 7.00% $100,675.93 $78,966.67 $21,709.26 $0.00
$1,16
1,562.71 $658,508.80 $44,776.67
28 Sep-2003 7.00% $100,675.93 $80,348.58 $20,327.35 $0.00
$1,08
1,214.13 $678,836.15 $65,104.02
29 Dec-2003 7.00% $100,675.93 $81,754.68 $18,921.25 $0.00
$999,
459.45 $697,757.40 $84,025.27
30 Mar-2004 7.00% $100,675.93 $83,185.39 $17,490.54 $0.00
$916,
274.06 $715,247.94 $17,490.54
31 Jun-2004 7.00% $100,675.93 $84,641.13 $16,034.80 $0.00
$831,
632.93 $731,282.74 $33,525.34
32 Sep-2004 7.00% $100,675.93 $86,122.35 $14,553.58 $0.00
$745,
510.58 $745,836.32 $48,078.92
33 Dec-2004 7.00% $100,675.93 $87,629.49 $13,046.44 $0.00
$657,
881.09 $758,882.76 $61,125.36
34 Mar-2005 7.00% $100,675.93 $89,163.01 $11,512.92 $0.00
$568,
718.08 $770,395.68 $11,512.92
35 Jun-2005 7.00% $100,675.93 $90,723.36 $9,952.57 $0.00 $477,9
94.72 $780,348.25 $21,465.49
36 Sep-2005 7.00% $100,675.93 $92,311.02 $8,364.91 $0.00 $385,6
83.70 $788,713.16 $29,830.40
37 Dec-2005 7.00% $100,675.93 $93,926.47 $6,749.46 $0.00 $291,7
57.23 $795,462.62 $6,749.46
38 Mar-2006 7.00% $100,675.93 $95,570.18 $5,105.75 $0.00 $196,1
87.05 $800,568.37 $11,855.21
39 Jun-2006 7.00% $100,675.93 $97,242.66 $3,433.27 $0.00
$98,9
44.39 $804,001.64 $15,288.48
40 Sep-2006 7.00% $100,443.47 $98,944.39 $1,499.08 $0.00
$0.00
$805,500.72 $16,787.56
License Grant date: September 17, 1996
First and last payments prorated based on the above license grant date.
</TABLE>
<TABLE>
United States of America
Federal Communications Commission
RADIO STATION AUTHORIZATION
Commercial Mobile Radio Services
Personal Communications Service - Broadband
Call Sign: KNLF315
21st CENTURY TELESIS JOINT VENTURE
ATTN: PHILIP J. CHASMAR Market: B167
4665 MACARTHUR COURT SUITE lOOC GRAND ISLAND-KEARNEY, NE
NEWPORT BEACH, CA 92660
Channel Block: C
File Number: 00477-CW-L-96
The licensee hereof is authorized, for the period indicated, to construct and
operate radio
transmitting facilities in accordance with the terms and conditions hereinafter
described.
This authorization is subject to the provisions of the Communications Act of
1934, as
amended, subsequent Acts of Congress, international treaties and agreements to
which the
United States is a signatory, and all pertinent rules and regulations of the
Federal
Communications Commission, contained in the Title 47 of the U.S. Code of
Federal
Regulations.
Initial Grant Date September 17,1996
Five-year Build Out Date September 17, 2001
Expiration Date September 17, 2006
CONDITIONS.
Pursuant to Section 309(h) of the Communications Act of 1934, as amended, (47
U.S.C. Sec.
309(h)), this license is subject to the following conditions: This license does
not vest in
the licensee any right to operate a station nor any right in the use of
frequencies beyond
the term thereof nor in any other manner than authorized herein. Neither this
license nor
the right granted thereunder shall be assigned or otherwise transferred in
violation of the
Communications Act of 1934, as amended (47 U.S.C. Sec. 151, et seq.). This
license is
subject in terms to the right of use or control conferred by Section 706 of the
Communications Act of 1934, as amended
(47 U.S.C. Sec. 606).
Conditions continued on Page 2.
WAIVERS:
No waivers associated with this authorization.
Issue Date: November 18, 1996 FCC Form 463a
CONDITIONS:
This authorization is subject to the condition that, in the event that systems
using the
same frequencies as granted herein are authorized in an adjacent foreign
territory
(Canada/United States), future coordination of any base station transmitters
within 72 km
(45 miles) of the United States/Canada border shall be required to eliminate
any harmful
interference to operations in the adjacent foreign territory and to ensure
continuance of
equal access to the frequencies by both countries.
This authorization is conditioned upon the full and timely payment of all
monies due
pursuant to Sections 1.2110 and 24.711 of the Commissions Rules and the terms
of the
Commission's installment plan as set forth in the Note and Security Agreement
executed by
the licensee. Failure to comply with this condition will result in the
automatic
cancellation of this authorization.
Issue Date: Nov ember 18, 1996
FCC Fnrm 463a Page2of2
Installment Payment Plan Note
(Broadband Personal Communications Service, C Block): Auction Event No.5)
US $4,002,750.00
Washington, D.C.
License No. :PBB167C
September 17, 1996
FOR VALUE RECEIVED, the undersigned, 21st Centurv Telesis Joint Venture, a
Delaware General
Partnership ("Maker"), promises to pay to the order of the FEDERAL
COMMUNICATIONS
COMMISSION, an independent regulatory agency of the United States ("payee" or
"Commission"),
the principal sum of 4,002,750.00 DOLLARS ("Rate") on the unpaid Principal
Amount hereof,
from the date of this Note until the date the entire Principal Amount has been
paid in full.
Interest and principal shall be payable as set forth below and in accordance
with Schedule A
attached hereto and made a part hereof:
Interest only, at the Annual Rate from the date hereof until the last day of
the month
ninety (90) days hence, shall be due and payable on December 31, 1996 in the
amount of
$80,603.32. Commencing December 31, 1996, Maker shall pay interest only at the
Annual Rate,
in equal consecutive quarterly installments of $70,048.13, due on the last day
of the month
and every ninety (90) days thereafter from December 31, 1996 through September
30, 2002.
Commencing December 31, 2002, Maker shall pay principal and interest in equal
quarterly
installments of $288.996.85, due on the last day of each month ninety (90) days
hence
through and including June 30, 2006.
The entire unpaid Principal Amount, together with accrued and unpaid interest
thereon, and
all remaining obligations of Maker hereunder, shall be due and payable on
September 17, 2006
("Maturity Date"). All interest shall be computed on the basis of a 360-day
year for actual
days elapsed.
All payments to be made hereunder, of principal, interest, costs, expenses, or
other sums
due hereunder, shall be made to the holder of this Note in lawful money of the
United States
of America which at the time of payment shall be legal tender for the payment
of public and
private debts, free and clear and without reduction by reason of any present or
future
income, stamp or other taxes, levies, imposts, deductions, charges, compulsory
loans or
withholdings whatsoever, including interest thereon or penalties with respect
thereto, if
any imposed, assessed, levied or collected by any political subdivision or
taxing authority
thereof or therein, on or in respect of this Note or the obligations it
evidences. All
payments shall be made during normal business hours at the Commission's
designated lockbox
location as set forth from time to tune in the Commission's then-applicable
orders and
regulations and/or public notices.
This Note is secured by, and entitled to the benefits of, a Security Agreement
(the
"Security Agreement") of even date between Maker and Payee. All the terms,
covenants,
conditions and agreements contained in the Security Agreement are hereby
incorporated herein
and made part of this Note to the same extent and effect as if fully set forth
herein. It is
expressly understood by Maker that all of the terms of the Security Agreement
apply to this
Note and that reference in the Security Agreement to "this Agreement" includes
both the
Security Agreement and this Note.
IT IS HEREBY EXPRESSLY AGREED THAT TIME IS OF THE ESSENCE FOR THE PERFORMANCE
OF ALL TERMS
AND CONDITIONS UNDER THIS NOTE AND THE SECURITY AGREEMENT.
A default under this Note ("Event of Default") shall occur upon any or all of
the following:
a. non-payment by Maker of any Principal or Interest on the due date as
specified
hereinabove if the Maker remains delinquent for more than 90 days and
(1) Maker has not submitted a request, in writing, for a grace period
or extension of payments, if any such grace period or extension of
payments is provided for in the then-applicable orders and regulations of
the Commission; or
(2) Maker has submitted a request, in writing, for a grace period or
extension of payments, if any such grace period or extension of payments
is provided for in the then-applicable orders and regulations of the
Commission, and following the expiration of the grant of such grace period
or extension or upon denial of such a request for a grace period or
extension, Maker has not resumed payments of Interest and Principal in
accordance with the terms of this Note;
or;
b. failure by Maker to comply with any other condition for holding the
above referenced license (as defined in the Security Agreement) as set forth in
the
license or in the Communications Act of 1934, as amended, or the
then-applicable orders
and regulations of the Commission; or
c. violation by Maker of any other covenant or term of this Note or the
Security Agreement.
Upon any Event of Default under this Note, Payee may assess a late fee and/or
administrative
charge, plus the costs of collection, litigation, attorneys' fees, and default
payment as
specified in the then-applicable orders and regulations of the Commission, as
amended, and
Maker acknowledges that it is liable and herein expressly promises to pay on
demand such
additional costs, expenses, late charges, administrative charges, attorneys
fees, and
default payment. Upon a default under this Note, the unpaid Principal Amount,
plus all
unpaid interest accrued thereon, together with any late fee and/or
administrative charge,
plus the costs of collection, litigation, attorneys' fees, and default payment
as specified
in the then-applicable orders and regulations of the Commission, as amended,
shall become
immediately due and payable. The Maker hereby acknowledges that the Commission
has issued
Maker the above referenced license pursuant to the Communications Act of 1934,
as amended,
that is conditioned upon full and timely payment of financial obligations under
the
Commission's installment payment plan, as set forth in the then-applicable
orders and
regulations of the Commission, as amended, and that the sanctions and
enforcement authority
of the Commission shall remain applicable in the event of a failure to comply
with the terms
and conditions of the license, regardless of the enforceability of this Note or
the Security
Agreement. No delay or omission on the part of Payee in exercising any right
under this
Note, the Security Agreement, or any other instrument securing this Note, shall
operate as a
waiver of such right or of any other right of Payee, nor shall any waiver by
Payee of any
such right or rights on any one occasion be deemed a bar to or waiver of the
same right or
rights on any future occasion.
The Maker is liable for all costs of collection or enforcement of the Payee's
rights under
this Note or under the Security Agreement or under any other instrument now or
hereafter
executed by Maker in favor of Payee which in any manner evidences or
constitutes additional
security for this Note, including reasonable attorneys' fees, whether suit is
brought or
not, and all such costs shall be paid by the Maker on demand, and whether or
not such
collection or enforcement occurs in any bankruptcy, reorganization,
receivership or other
proceedings involving creditors' rights or involving a claim under this Note or
any of the
other loan documents.
Maker, all endorsers and guarantors hereof and any other party who may become
liable for all
or any part of the obligation evidenced hereby, waive presentment for payment,
notice or
dishonor, protest and notice of protest, notice of nonpayment and any and all
lack of
diligence or delays in collection or enforcement of this Note.
Maker may prepay all or any part of the Principal Amount without premium or
penalty upon ten
(10) days' prior written notice to Payee, given in the manner provided in the
Security
Agreement.
Partial prepayments shall not postpone or reduce regular payments to be made
hereunder. All
such prepayments shall be applicable first to the payment of late charges, if
any, costs and
expenses, and administrative penalties due hereunder, then to accrued and
unpaid interest,
then to that portion of the unpaid Principal Amount due on the Maturity Date
and then, if
applicable, to any unpaid installments of principal in the inverse order of
installment
maturities. The Payee may require that any partial prepayments be made on the
dates
installments of principal and interest are due hereunder.
Anything to the contrary notwithstanding, Payee shall not charge, take or
receive, and Maker
shall not be obligated to pay to Payee, any amounts constituting interest on
the Principal
Amount in excess of the maximum rate permitted by applicable law. If by reason
of the
acceleration of the unpaid Principal Amount or otherwise, interest in excess of
the highest
legal contract rate permitted by applicable law shall at any time be paid, any
such excess
shall constitute and be treated as a payment of outstanding principal hereunder
and shall
operate to reduce such outstanding Principal Amount.
ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS NOTE,
THE SECURITY AGREEMENT, OR OTHER DOCUMENTS EVIDENCING
OR SECURING THE DEBT TRANSACTION EVIDENCED HEREBY MAY
ONLY BE BROUGHT IN THE UNITED STATES DISTRICT COURT FOR
THE DISTRICT OF COLUMBIA, AND, BY EXECUTION AND DELIVERY OF
THIS NOTE AND SECURITY AGREEMENT, THE MAKER HEREBY
ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY GENERALLY
AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID
COURT. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE ANY
OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO
THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENS, WHICH ANY OF THEM MAY NOW OR HEREAFTER IIAVE
TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN THE
DISTRICT OF COLUMBIA.
THE MAKER IRREVOCABLY CONSENTS TO THE SERVICE OF
PROCESS OF THE AFOREMENTIONED COURT IN ANY SUCH ACTION OR
PROCEEDING BY THE MMLING OF A COPY THEREOF BY CERTIHED
MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID, TO THE
MAKER AT ITS ADDRESS PROVIDED HEREIN. SUCH SERVICE SHALL
BE DEEMED TO IIAVE OCCURRED ON THE THIRD DAY AFTER SUCH
MMLING. NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHT
OF PAYEE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED
BY LAW OR COMMENCE LEGAL PROCEEDINGS OR OTHERWISE
PROCEED AGAINST THE MAKER IN ANY OTHER JURISDICTION.
EACH OF THE PARTIES HERETO HEREBY KNOWINGLY,
WILLINGLY, VOLUNTARILY, UNCONDITIONALLY, IRREVOCABLY AND
INTENTIONALLY FOREVER WAIVES ANY RIGHT IT MAY IIAVE TO
TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE, THE
SECURITY AGREEMENT, OR OTHER DOCUMENTS EVIDENCING OR
SECURING THE DEBT TRANSACTION EVIDENCED HEREBY, ANY
COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (VERBAL
OR WRITTEN) OR ACTION OF ANY PERSON OR ANY EXERCISE BY ANY
PARTY OF THEIR RESPECTIVE RIGHTS UNDER THIS TRANSACTION,
DOCUMENT OR ANY RELATED DOCUMENT OR IN ANY WAY RELATING
TO THE COLLATERAL (INCLUDING, WITHOUT LIMITATION, ANY
ACTION TO RESCIND OR CANCEL THIS TRANSACTION OR ANY
CLAIMS OR DEFENSES ASSERTING THAT THIS TRANSACTION, IN
WHOLE OR IN PART, WAS FRAUDULENTLY INDUCED OR IS
OTHERWISE VOID OR VOIDABLE). MAKER REPRESENTS THAT NO
ORAL OR WRITTEN STATEMENTS HAVE BEEN MADE BY ANY PARTY
TO INCLUDE THIS SUBMISSION OR JURISDICTION AND WAIVER OF
TRAIL BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS STATED
EFFECT. MAKER FURTHER REPRESENTS THAT IT HAS BEEN
REPRESENTED BY INDEPENDENT COUNSEL, SELECTED BY ITS OWN
FREE WILL, IN SIGNING THIS NOTE AND IN THE MAMNG OF THIS
WAIVER AND THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS
WAIVER WITH SUCH COUNSEL. THIS PROVISION IS A MATERIAL
INDUCEMENT FOR PAYEE TO ENTER INTO THIS TRANSACTION AND
THE VARIOUS DOCUMENTS RELATED THERETO.
Maker acknowledges that this Note and Security Agreement (any attachments
affixed thereto by
the Commission with the permission and knowledge of the Maker/Debtor), along
with the then-
current applicable Commission orders and regulations and the Communications Act
of 1934, as
amended, set forth the entire agreement, written and oral, of the parties, and
all
inconsistent prior statements, understandings, notices, representations and
agreements
between the parties, oral or written, are superseded by and merged in this
Note, the
Security Agreement or other documents evidencing or securing the debt
transaction evidenced
hereby. Except as otherwise expressly provided herein, all of Payee's
representations,
warranties, covenants and agreements in this Note and Security Agreement shall
merge in the
documents and agreements executed by the Maker and shall not survive said
execution.
If any provision or part of this Note and/or the Security Agreement shall for
any reason be
held or deemed to be invalid, illegal, or unenforceable in any respect, such
invalidity,
illegality or unenforceability shall not affect any other provision of this
Note and this
Note shall be construed as if such invalid, illegal or unenforceable provision
had never
been contained herein and the remaining provisions of this Note shall remain in
full force
and effect. The enforceability of the Note and/or the Security Agreement do not
alter the
rights and obligations of the Maker and Payee under the Communications Act of
1934, as
amended, or under the then-applicable orders and regulations of the Commission,
as amended.
Any notice demand or request hereunder shall be given in the manner set forth
in the
Security Agreement.
This Note shall be governed by and construed in accordance with the
Communications Act of
1934, as amended, the then-applicable orders and regulations of the Commission,
and federal
law. Nothing in this Note shall be deemed to modify any then-applicable orders
and
regulations of the Commission, and nothing in this Note shall be deemed to
release the Maker
from compliance therewith. This Note may not be changed, modified, waived,
terminated or
discharged orally, but only by an agreement in writing executed by the party
against whom
enforcement of any such change, modification, waiver, termination, or discharge
is sought.
Maker represents and warrants that any statements made by or on behalf of Maker
in
connection with this Note: (I) are true and accurate in all material respects;
and (ii) do
not omit any material facts or information that would make such statement
misleading in the
context of Payee's evaluation of the note, and acknowledges and agrees that
Payee is
entitled to and his relied on such statements in agreeing to the Note.
Payee shall have the right at any time to assign, endorse, pledge, convey or
otherwise
transfer this Note and all of the other loan documents to any party. From and
after the date
of such assignment, endorsement, pledge, conveyance or other transfer, such
transferee shall
be entitled to exercise any and all rights and remedies of Payee hereunder.
Maker shall not
assign, convey or otherwise transfer its rights and obligations hereunder
without the prior
written consent of the Commission.
Date: 11-26-96 21st Century Telesis Joint Venture
[NAME OF MAKER]
By Philip J. Chasmar
Its: Secretary
License Number: PBBI67C
INSTALLMENT PLAN C AMORTIZATION SCHEDULE
for Federal Communications Commission Broadband Personal Communications
Service, C-Block
Licenses
(Interest-only Payments for the First Six Years)
Orig Balance Orig Rate Term (yrs) 1st PMT Future Value
$4,002,750.00 7.00% 10 Dec-96 $0
<CAPTION>
Pmt# Date Yr Rate P&I Pmt Principal Interest Extra
New
Balance Cum. Int. Yrly Total Amt
Prin (Prin Only)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 Dec-96 7.00% $80,603.32 $0.00 $80,603.32 $0.00 $4,002
,750.00 $80,603.32 $80,603.32
2 Mar-97 7.00% $70,048.13 $0.00 $70,048.13 $0.00 $4,002
,750.00 $150,651.45 $70,048.13
3 Jun-97 7.00% $70,048.13 $0.00 $70,048.13 $0.00 $4,002
,750.00 $220,699.57 $140,096.25
4 Sep-97 7.00% $70,048.13 $0.00 $70,048.13 $0.00 $4,002
,750.00 $290,747.70 $210,144.38
5 Dec-97 7.00% $70,048.13 $0.00 $70,048.13 $0.00 $4,002
,750.00 $360,795.82 $280,192.50
6 Mar-98 7.00% $70,048.13 $0.00 $70,048.13 $0.00 $4,002
,750.00 $430,843.95 $70,048.13
7 Jun-98 7.00% $70,048.13 $0.00 $70,048.13 $0.00 $4,002
,750.00 $500,892.07 $140,096.25
8 Sep-98 7.00% $70,048.13 $0.00 $70,048.13 $0.00 $4,002
,750.00 $570,940.20 $210,144.38
9 Dec-98 7.00% $70,048.13 $0.00 $70,048.13 $0.00 $4,002
,750.00 $640,988.32 $280,192.50
10 Mar-99 7.00% $70,048.13 $0.00 $70,048.13 $0.00 $4,002
,750.00 $711,036.45 $70,048.13
11 Jun-99 7.00% $70,048.13 $0.00 $70,048.13 $0.00 $4,002
,750.00 $781,084.57 $140,096.25
12 Sep-99 7.00% $70,048.13 $0.00 $70,048.13 $0.00 $4,002
,750.00 $851,132.70 $210,144.38
13 Dec-99 7.00% $70,048.13 $0.00 $70,048.13 $0.00 $4,002
,750.00 $921,180.82 $280,192.50
14 Mar-2000 7.00% $70,048.13 $0.00 $70,048.13 $0.00 $4,002
,750.00 $991,228.95 $70,048.13
15 Jun-2000 7.00% $70,048.13 $0.00 $70,048.13 $0.00 $4,002
,750.00 $1,061,277.07 $140,096.25
16 Sep-2000 7.00% $70,048.13 $0.00 $70,048.13 $0.00 $4,002
,750.00 $1,131,325.20 $210,144.38
17 Dec-2000 7.00% $70,048.13 $0.00 $70,048.13 $0.00 $4,002
,750.00 $1,201,373.32 $280,192.50
18 Mar-2001 7.00% $70,048.13 $0.00 $70,048.13 $0.00 $4,002
,750.00 $1,271,421.45 $70,048.13
19 Jun-2001 7.00% $70,048.13 $0.00 $70,048.13 $0.00 $4,002
,750.00 $1,341,469.57 $140,096.25
20 Sep-2001 7.00% $70,048.13 $0.00 $70,048.13 $0.00 $4,002
,750.00 $1,411,517.70 $210,144.38
21 Dec-2001 7.00% $70,048.13 $0.00 $70,048.13 $0.00 $4,002
,750.00 $1,481,565.82 $280,192.50
22 Mar-2002 7.00% $70,048.13 $0.00 $70,048.13 $0.00 $4,002
,750.00 $1,551,613.95 $70,048.13
23 Jun-2002 7.00% $70,048.13 $0.00 $70,048.13 $0.00 $4,002
,750.00 $1,621,662.07 $140,096.25
24 Sep-2002 7.00% $70,048.13 $0.00 $70,048.13 $0.00 $4,002
,750.00 $1,691,710.20 $210,144.38
25 Dec-2002 7.00% $288,996.85 $218,948.72 $70,048.13 $0.00
$3,78
3,801.28 $1,761,758.33 $280,192.51
26 Mar-2003 7.00% $288,996.85 $222,780.33 $66,216.52 $0.00
$3,56
1,020.95 $1,827,974.85 $66,216.52
27 Jun-2003 7.00% $288,996.85 $226,678.98 $62,317.87 $0.00
$3,33
4,341.97 $1,890,292.72 $128,534.39
28 Sep-2003 7.00% $288,996.85 $230,645.87 $58,350.98 $0.00
$3,10
3,696.10 $1,948,643.70 $186,885.37
29 Dec-2003 7.00% $288,996.85 $234,682.17 $54,314.68 $0.00
$2,86
9,013.93 $2,002,958.38 $241,200.05
30 Mar-2004 7.00% $288,996.85 $238,789.11 $50,207.74 $0.00
$2,63
0,224.82 $2,053,166.12 $50,207.74
31 Jun-2004 7.00% $288,996.85 $242,967.92 $46,028.93 $0.00
$2,38
7,256.90 $2,099,195.05 $96,236.67
32 Sep-2004 7.00% $288,996.85 $247,219.85 $41,777.00 $0.00
$2,14
0,037.05 $2,140,972.05 $138,013.67
33 Dec-2004 7.00% $288,996.85 $251,546.20 $37,450.65 $0.00
$1,88
8,490.85 $2,178,422.70 $175,464.32
34 Mar-2005 7.00% $288,996.85 $255,948.26 $33,048.59 $0.00
$1,63
2,542.59 $2,211,471.29 $33,048.59
35 Jun-2005 7.00% $288,996.85 $260,427.35 $28,569.50 $0.00
$1,37
2,115.24 $2,240,040.79 $61,618.09
36 Sep-2005 7.00% $288,996.85 $264,984.83 $24,012.02 $0.00
$1,10
7,130.41 $2,264,052.81 $85,630.11
37 Dec-2005 7.00% $288,996.85 $269,622.07 $19,374.78 $0.00
$837,
508.34 $2,283,427.59 $19,374.78
38 Mar-2006 7.00% $288,996.85 $274,340.45 $14,656.40 $0.00
$563,
167.89 $2,298,083.99 $34,031.18
39 Jun-2006 7.00% $288,996.85 $279,141.41 $9,855.44 $0.00 $284,0
26.48 $2,307,939.43 $43,886.62
40 Sep-2006 7.00% $288,329.68 $284,026.48 $4,303.20 $0.00 $0.00
$2,312,242.63 $48,189.82
License Grant date: September 17, 1996
First and last payments prorated based on the above license grant date.
</TABLE>
<TABLE>
United States of America
Federal Communications Commission
RADIO STATION AUTHORIZATION
Commercial Mobile Radio Services
Personal Communications Service - Broadbandnd
Call Sign: KNLF304
Market: B256
21st CENTURY TELESIS JOINT VENTURE
ATTN: PHILIP J. CHASMAR
4665 MACARTHUR COURT SUITE lOOC
NEWPORTBEACH, CA 92660
LINCOLN, NE Channel Block: C
File Number: 00448-CW-L-96
The licensee hereof is authorized, for the period indicated, to
construct and operate radio transmitting facilities in accordance with the
terms
and conditions hereinafter described. This authorization is subject to the
provisions of the Communications Act of 1934, as amended, subsequent Acts of
Congress, intemational treaties and agreements to which the United States is a
signatory, and all pertinent rules and regulations of the Federal
Communications
Commission, contained in the Title 47 of the U.S. Code of Federal Regulations.
Initial Grant Date September 17, 1996
Five-year Build Out Date September 17, 2001
Expiration Date September 17, 2006
CONDITIONS.
Pursuant to Section 309(h) of the Communications Act of 1934, as
amended, (47 U.S.C. Sec. 309(h)), this license is subject to the following
conditions: This license does not vest in the licensee any right to operate a
station nor any right in the use of frequencies beyond the term thereof nor in
any
other manner than authorized herein. Neither this license nor the right granted
thereunder shall be assigned or otherwise transferred in violation of the
Communications Act of 1934, as amended (47 U.S.C. Sec. 151, et seq.). This
license
is subject in terms to the right of use or control conferred by Section 706 of
the
Communications Act of 1934, as amended
(47 U.S.C. Sec. 606).
Conditions continued on Page 2.
WAIVERS:
No waivers associated with this authorization.
Issue Date: November 18, 1996 FCC Form 463a
CONDITIONS:
This authorization is subject to the condition that, in the event that systems
using the same
frequencies as granted herein are authorized in an adjacent foreign territory
(Canada/United States), future coordination of any base station transmitters
within 72 km
(45 miles) of the United States/Canada border shall be required to eliminate
any harmful
interference to operations in the adjacent foreign territory and to ensure
continuance of
equal access to the frequencies by both countries.
This authorization is conditioned upon the full and timely payment of all
monies due pursuant
to Sections 1.2110 and 24.711 of the Commission's Rules and the terms of the
Commission's
installment plan as set forth in the Note and Security Agreement executed by
the licensee.
Failure to comply with this condition will result in the automatic cancellation
of this
authorization.
Issue Uate: November 18, 1996-FCC Form 463a
Installment Payment Plan Note
(Broadband Personal Communications Service, C Block): Auction Event No.5)
US $6,892,084.13 Washington, D.C.
License No.: PBB256C
September 17, 1996
FOR VALUE RECEIVED, the undersigned, 21st CENTURY TELESIS JOINT VENTURE, a
Delaware General
Partnership ("Maker"), promises to pay to the order of the FEDERAL
COMMUNICATIONS
COMMISSION, an independent regulatory agency of the United States ("Payee" or
"Commission"),
the principal sum of 6,892,084.13 DOLLARS ("Principal Amount"), together with
accrued
interest, computed at the annual rate of seven percent (7.00%) per annum,
("Annual Rate") on
the unpaid Principal Amount hereof, from the date of this Note until the date
the entire
Principal Amount has been paid in full.
Interest and principal shall be payable as set forth below and in accordance
with Schedule A
attached hereto and made a part hereof:
Interest only, at the Annual Rate from the date hereof until the last day of
the month
ninety (90) days hence, shall be due and payable on December 31, 1996 in the
amount of
$138,785.80. Commencing December 31, 1996, Maker shall pay interest only at the
Annual Rate,
in equal consecutive quarterly installments of $120,611.47, due on the last day
of the month
and every ninety (90) days thereafter from December 31, 1996 through September
30, 2002.
Commencing December 31, 2002, Maker shall pay principal and interest in equal
quarterly
installments of $497,605.55, due on the last day of each month ninety (90) days
hence
through and including June 30, 2006.
The entire unpaid Principal Amount, together with accrued and unpaid interest
thereon, and
all remaining obligations of Maker hereunder, shall be due and payable on
September 17, 2006
("Maturity Date")All interest shall be computed on the basis of a 360-day year
for actual
days elapsed.
All payments to be made hereunder, of principal, interest, costs, expenses, or
other sums
due hereunder, shall be made to the holder of this Note in lawful money of the
United States
of America which at the time of payment shall be legal tender for the payment
of public and
private debts, free and clear and without reduction by reason of any present or
future
income, stamp or other taxes, levies, imposts, deductions, charges, compulsory
loans or
withholdings whatsoever, including interest thereon or penalties with respect
thereto, if
any imposed, assessed, levied or collected by any political subdivision or
taxing authority
thereof or therein, on or in respect of this Note or the obligations it
evidences. All
payments shall be made during normal business hours at the Commission's
designated lockbox
location as set forth from time to time in the Commission's then-applicable
orders and
regulations and/or public notices.
This Note is secured by, and entitled to the benefits of, a Security Agreement
(the
"Security Agreement") of even date between Maker and Payee. All the terms,
covenants,
conditions and agreements contained in the Security Agreement are hereby
incorporated herein
and made part of this Note to the same extent and effect as if fully set forth
herein. It is
expressly understood by Maker that all of the terms of the Security Agreement
apply to this
Note and that reference in the Security Agreement to "this Agreement" includes
both the
Security Agreement and this Note.
IT IS HEREBY EXPRESSLY AGREED THAT TIME IS OF THE ESSENCE FOR THE PERFORMANCE
OF ALL TERMS
AND CONDITIONS UNDER THIS NOTE AND THE SECURITY AGREEMENT.
A default under this Note ("Event of Default") shall occur upon any or all of
the following:
a. non-payment by Maker of any Principal or Interest on the due date as
specified
hereinabove if the Maker remains delinquent for more than 90 days and
(1) Maker has not submitted a request, in writing, for a grace period
or extension of payments, if any such grace period or extension of
payments is provided for in the then-applicable orders and regulations of
the Commission; or
(2) Maker has submitted a request, in writing, for a grace period or
extension of payments, if any such grace period or extension of payments
is provided for in the then-applicable orders and regulations of the
Commission, and following the expiration of the grant of such grace
period or extension or upon denial of such a request for a grace period
or extension, Maker has not resumed payments of Interest and Principal in
accordance with the terms of this Note;
or,
b. failure by Maker to comply with any other condition for holding the above
referenced license (as defined in the Security Agreement) as set forth in the
license
or in the Communications Act of 1934, as amended, or the then-applicable orders
and
regulations of the Commission; or
c. violation by Maker of any other covenant or term of this Note or the
Security
Agreement.
Upon any Event of Default under this Note, Payee may assess a late fee and/or
administrative
charge, plus the costs of collection, litigation, attorneys' fees, and default
payment as
specified in the then-applicable orders and regulations of the Commission, as
amended, and
Maker acknowledges that it is liable and herein expressly promises to pay on
demand such
additional costs, expenses, late charges, administrative charges, attorneys
fees, and
default payment. Upon a default under this Note, the unpaid Principal Amount,
plus all
unpaid interest accrued thereon, together with any late fee and/or
administrative charge,
plus the costs of collection, litigation, attorneys' fees, and default payment
as specified
in the then-applicable orders and regulations of the Commission, as amended,
shall become
immediately due and payable. The Maker hereby acknowledges that the Commission
has issued
Maker the above referenced license pursuant to the Communications Act of 1934,
as amended,
that is conditioned upon full and timely payment of financial obligations under
the
Commission's installment payment plan, as set forth in the then-applicable
orders and
regulations of the Commission, as amended, and that the sanctions and
enforcement authority
of the Commission shall remain applicable in the event of a failure to comply
with the terms
and conditions of the license, regardless of the enforceability of this Note or
the Security
Agreement.
No delay or omission on the part of Payee in exercising any right under this
Note, the
Security Agreement, or any other instrument securing this Note, shall operate
as a waiver of
such right or of any other right of Payee, nor shall any waiver by Payee of any
such right
or rights on any one occasion be deemed a bar to or waiver of the same right or
rights on
any future occasion.
The Maker is liable for all costs of collection or enforcement of the Payee's
rights under
this Note or under the Security Agreement or under any other instrument now or
hereafter
executed by Maker in favor of Payee which in any manner evidences or
constitutes additional
security for this Note, including reasonable attorneys' fees, whether suit is
brought or
not, and all such costs shall be paid by the Maker on demand, and whether or
not such
collection or enforcement occurs in any bankruptcy, reorganization,
receivership or other
proceedings involving creditors' rights or involving a claim under this Note or
any of the
other loan documents.
Maker, all endorsers and guarantors hereof and any other party who may become
liable for all
or any part of the obligation evidenced hereby, waive presentment for payment,
notice or
dishonor, protest and notice of protest, notice of nonpayment and any and all
lack of
diligence or delays in collection or enforcement of this Note.
Maker may prepay all or any part of the Principal Amount without premium or
penalty upon ten
(10) days' prior written notice to Payee, given in the manner provided in the
Security
Agreement.
Partial prepayments shall not postpone or reduce regular payments to be made
hereunder. All
such prepayments shall be applicable first to the payment of late charges, if
any, costs and
expenses, and administrative penalties due hereunder, then to accrued and
unpaid interest,
then to that portion of the unpaid Principal Amount due on the Maturity Date
and then, if
applicable, to any unpaid installments of principal in the inverse order of
installment
maturities. The Payee may require that any partial prepayments be made on the
dates
installments of principal and interest are due hereunder.
Anything to the contrary notwithstanding, Payee shall not charge, take or
receive, and Maker
shall not be obligated to pay to Payee, any amounts constituting interest on
the Principal
Amount in excess of the maximum rate permitted by applicable law. If by reason
of the
acceleration of the unpaid Principal Amount or otherwise, interest in excess of
the highest
legal contract rate permitted by applicable law shall at any time be paid, any
such excess
shall constitute and be treated as a payment of outstanding principal hereunder
and shall
operate to reduce such outstanding Principal Amount.
ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS NOTE,
THE SECURITY AGREEMENT, OR OTHER DOCUMENTS EVIDENCING
OR SECURING THE DEBT TRANSACTION EVIDENCED HEREBY MAY
ONLY BE BROUGHT IN THE UNITED STATES DISTRICT COURT FOR
THE DISTRICT OF COLUMBIA, AND, BY EXECUTION AND DELIVERY OF
THIS NOTE AND SECURITY AGREEMENT, THE MAKER HEREBY
ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY GENERALLY
AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID
COURT. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE ANY
OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO
THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENS, WHICH ANY OF THEM MAY NOW OR HEREAFTER HAVE
TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN THE
DISTRICT OF COLUMBIA.
THE MAKER IRREVOCABLY CONSENTS TO THE SERVICE OF
PROCESS OF THE AFOREMENTIONED COURT IN ANY SUCH ACTION OR
PROCEEDING BY THE MMLING OF A COPY THEREOF BY CERTIFIED
MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID, TO THE
MAKER AT ITS ADDRESS PROVIDED HEREIN. SUCH SERVICE SHALL
BE DEEMED TO HAVE OCCURRED ON THE THIRD DAY AFTER SUCH
MAILING. NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHT
OF PAYEE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED
BY LAW OR COMMENCE LEGAL PROCEEDINGS OR OTHERWISE
PROCEED AGAINST THE MAKER IN ANY OTHER JURISDICTION.
EACH OF THE PARTIES HERETO HEREBY KNOWINGLY,
WILLINGLY, VOLUNTARILY, UNCONDITIONALLY, IRREVOCABLY AND
INTENTIONALLY FOREVER WAIVES ANY RIGHT IT MAY HAVE TO
TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE, THE
SECURITY AGREEMENT, OR OTHER DOCUMENTS EVIDENCING OR
SECURING THE DEBT TRANSACTION EVIDENCED HEREBY, ANY
COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (VERBAL
OR WRITTEN) OR ACTION OF ANY PERSON OR ANY EXERCISE BY ANY
PARTY OF THEIR RESPECTIVE RIGHTS UNDER THIS TRANSACTION,
DOCUMENT OR ANY RELATED DOCUMENT OR IN ANY WAY RELATING
TO THE COLLATERAL (INCLUDING, WITHOUT LIMITATION, ANY
ACTION TO RESCIND OR CANCEL THIS TRANSACTION OR ANY
CLAIMS OR DEFENSES ASSERTING THAT THIS TRANSACTION, IN
WHOLE OR IN PART, WAS FRAUDULENTLY INDUCED OR IS
OTHERWISE VOID OR VOIDABLE). MAKER REPRESENTS THAT NO
ORAL OR WRITTEN STATEMENTS HAVE BEEN MADE BY ANY PARTY
TO INCLUDE THIS SUBMISSION OR JURISDICTION AND WAIVER OF
TRAIL BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS STATED
EFFECT. MAKER FURTHER REPRESENTS THAT IT HAS BEEN
REPRESENTED BY INDEPENDENT COUNSEL, SELECTED BY ITS OWN
FREE WILL, IN SIGNING THIS NOTE AND IN THE MAMNG OF THIS
WAIVER AND THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS
WAIVER WITH SUCH COUNSEL. THIS PROVISION IS A MATERIAL
INDUCEMENT FOR PAYEE TO ENTER INTO THIS TRANSACTION AND
THE VARIOUS DOCUMENTS RELATED THERETO.
Maker acknowledges that this Note and Security Agreement (any attachments
affixed thereto by
the Commission with the permission and knowledge of the Maker/Debtor), along
with the then-
current applicable Commission orders and regulations and the Communications Act
of 1934, as
amended, set forth the entire agreement, written and oral, of the parties, and
all
inconsistent prior statements, understandings, notices, representations and
agreements
between the parties, oral or written, are superseded by and merged in this
Note, the
Security Agreement or other documents evidencing or securing the debt
transaction evidenced
hereby. Except as otherwise expressly provided herein, all of Payee's
representations,
warranties, covenants and agreements in this Note and Security Agreement shall
merge in the
documents and agreements executed by the Maker and shall not survive said
execution.
If any provision or part of this Note and/or the Security Agreement shall for
any reason be
held or deemed to be invalid, illegal, or unenforceable in any respect, such
invalidity,
illegality or unenforceability shall not affect any other provision of this
Note and this
Note shall be construed as if such invalid, illegal or unenforceable provision
had never
been contained herein and the remaining provisions of this Note shall remain in
full force
and effect. The enforceability of the Note and/or the Security Agreement do not
alter the
rights and obligations of the Maker and Payee under the Communications Act of
1934, as
amended, or under the then-applicable orders and regulations of the Commission,
as amended.
Any notice demand or request hereunder shall be given in the manner set forth
in the
Security Agreement.
This Note shall be governed by and construed in accordance with the
Communications Act of
1934, as amended, the then-applicable orders and regulations of the Commission,
and federal
law. Nothing in this Note shall be deemed to modify any then-applicable orders
and
regulations of the Commission, and nothing in this Note shall be deemed to
release the Maker
from compliance therewith. This Note may not be changed, modified, waived,
terminated or
discharged orally, but only by an agreement in writing executed by the party
against whom
enforcement of any such change, modification, waiver, termination, or discharge
is sought.
Maker represents and warrants that any statements made by or on behalf of Maker
in
connection with this Note: (I) are true and accurate in all material respects;
and (ii) do
not omit any material facts or information that would make such statement
misleading in the
context of Payee's evaluation of the note, and acknowledges and agrees that
Payee is
entitled to and his relied on such statements in agreeing to the Note.
Payee shall have the right at any time to assign, endorse, pledge, convey or
otherwise
transfer this Note and all of the other loan documents to any party. From and
after the date
of such assignment, endorsement, pledge, conveyance or other transfer, such
transferee shall
be entitled to exercise any and all rights and remedies of Payee hereunder.
Maker shall not
assign, convey or otherwise transfer its rights and obligations hereunder
without the prior
written consent of the Commission.
Date: 11-26-96 21st Century Telesis Joint Venture
[NAME OF MAKER]
By: Philip J. Chasmar
Its: Secretary
License Number: PBB256C
INSTALLMENT PLAN AMORTIZATION SCHEDULE
for Federal Communications Commission Broadband Personal Communications
Service, C-Block
Licenses
(Interest-only Payments for the First Six Years)
Orig balance Orig Rate Term (yrs) 1st PMT Future Value
$6,892,084.13 7.00% 10 Dec-96 $0
<CAPTION>
Pmt# Date Yr Rate P&I Payment Principal Interest Extra
New
Balance Cum. Int Yearly
Prin Prin Only Total amt
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 Dec-96 7.00% $138,785.80 $0.00 $138,785.80 $0.00 $6,892
,084.13 $138,785.80 $138,785.80
2 Mar-97 7.00% $120,611.47 $0.00 $120,611.47 $0.00 $6,892
,084.13 $259,397.28 $120,611.47
3 Jun-97 7.00% $120,611.47 $0.00 $120,611.47 $0.00 $6,892
,084.13 $380,008.75 $241,222.94
4 Sep-97 7.00% $120,611.47 $0.00 $120,611.47 $0.00 $6,892
,084.13 $500,620.22 $361,834.42
5 Dec-97 7.00% $120,611.47 $0.00 $120,611.47 $0.00 $6,892
,084.13 $621,231.69 $482,445.89
6 Mar-98 7.00% $120,611.47 $0.00 $120,611.47 $0.00 $6,892
,084.13 $741,843.17 $120,611.47
7 Jun-98 7.00% $120,611.47 $0.00 $120,611.47 $0.00 $6,892
,084.13 $862,454.64 $241,222.94
8 Sep-98 7.00% $120,611.47 $0.00 $120,611.47 $0.00 $6,892
,084.13 $983,066.11 $361,834.42
9 Dec-98 7.00% $120,611.47 $0.00 $120,611.47 $0.00 $6,892
,084.13 $1,103,677.58 $482,445.89
10 Mar-99 7.00% $120,611.47 $0.00 $120,611.47 $0.00 $6,892
,084.13 $1,224,289.05 $120,611.47
11 Jun-99 7.00% $120,611.47 $0.00 $120,611.47 $0.00 $6,892
,084.13 $1,344,900.53 $241,222.94
12 Sep-99 7.00% $120,611.47 $0.00 $120,611.47 $0.00 $6,892
,084.13 $1,465,512.00 $361,834.42
13 Dec-99 7.00% $120,611.47 $0.00 $120,611.47 $0.00 $6,892
,084.13 $1,586,123.47 $462,445.89
14 Mar-2000 7.00% $120,611.47 $0.00 $120,611.47 $0.00 $6,892
,084.13 $1,706,734.94 $120,611.47
15 Jun-2000 7.00% $120,611.47 $0.00 $120,611.47 $0.00 $6,892
,084.13 $1,827,346.42 $241,222.94
16 Sep-2000 7.00% $120,611.47 $0.00 $120,611.47 $0.00 $6,892
,084.13 $1,947,957.89 $361,834.42
17 Dec-2000 7.00% $120,611.47 $0.00 $120,611.47 $0.00 $6,892
,084.13 $2,068,569.36 $482,445.89
18 Mar-2001 7.00% $120,611.47 $0.00 $120,611.47 $0.00 $6,892
,084.13 $2,189,180.83 $120,611.47
19 Jun-2001 7.00% $120,611.47 $0.00 $120,611.47 $0.00 $6,892
,084.13 $2,309,792.30 $241,222.94
20 Sep-2001 7.00% $120,611.47 $0.00 $120,611.47 $0.00 $6,892
,084.13 $2,430,403.78 $361,834.42
21 Dec-2001 7.00% $120,611.47 $0.00 $120,611.47 $0.00 $6,892
,084.13 $2,551,015.25 $482,445.89
22 Mar-2002 7.00% $120,611.47 $0.00 $120,611.47 $0.00 $6,892
,084.13 $2,671,626.72 $120,611.47
23 Jun-2002 7.00% $120,611.47 $0.00 $120,611.47 $0.00 $6,892
,084.13 $2,792,238.19 $241,222.94
24 Sep-2002 7.00% $120,611.47 $0.00 $120,611.47 $0.00 $6,892
,084.13 $2,912,849.67 $361,834.42
25 Dec-2002 7.00% $497,605.55 $376,994.08 $120,611.47 $0.00
$6,51
5,090.05 $3,033,461.14 $482,445.89
26 Mar-2003 7.00% $497,605.55 $383,591.47 $114,014.08 $0.00
$6,13
1,498.58 $3,147,475.22 $114,014.08
27 Jun-2003 7.00% $497,605.55 $390,304.32 $107,301.23 $0.00
$5,74
1,194.26 $3,254,776.45 $221,315.31
28 Sep-2003 7.00% $497,605.55 $397,134.65 $100,470.90 $0.00
$5,34
4,059.61 $3,355,247.35 $321,786.21
29 Dec-2003 7.00% $497,605.55 $404,084.51 $93,521.04 $0.00
$4,93
9,975.10 $3,448,768.39 $415,307.25
30 Mar-2004 7.00% $497,605.55 $411,155.99 $86,449.56 $0.00
$4,52
8,819.11 $3,535,217.95 $86,449.56
31 Jun-2004 7.00% $497,605.55 $418,351.22 $79,254.33 $0.00
$4,11
0,467.89 $3,614,472.28 $165,703.89
32 Sep-2004 7.00% $497,605.55 $425,672.36 $71,933.19 $0.00
$3,68
4,795.53 $3,686,405.47 $237,637.08
33 Dec-2004 7.00% $497,605.55 $433,121.63 $64,483.92 $0.00
$3,25
1,673.90 $3,750,889.39 $302,121.00
34 Mar-2005 7.00% $497,605.55 $440,701.26 $56,904.29 $0.00
$2,81
0,972.64 $3,807,793.68 $56,904.29
35 Jun-2005 7.00% $497,605.55 $448,413.53 $49,192.02 $0.00
$2,36
2,559.11 $3,856,985.70 $106,096.31
36 Sep-2005 7.00% $497,605.55 $456,260.77 $41,344.78 $0.00
$1,90
6,298.34 $3,898,330.48 $147,441.09
37 Dec-2005 7.00% $497,605.55 $464,245.33 $33,360.22 $0.00
$1,44
2,053.01 $3,931,690.70 $33,360.22
38 Mar-2006 7.00% $497,605.55 $472,369.62 $25,235.93 $0.00
$969,
683.39 $3,956,926.63 $58,596.15
39 Jun-2006 7.00% $497,605.55 $480,636.09 $16,969.46 $0.00
$489,
047.30 $3,973,896.09 $75,565.61
40 Sep-2006 7.00% $496,456.70 $489,047.30 $7,409.40 $0.00 $0.00
$3,981,305.49 $82,975.01
License Grant date: September 17, 1996
First and last payments prorated based on the above license grant date.
</TABLE>
<TABLE>
United States of America
Federal Communications Commission
RADIO STATION AUTHORIZATION
Commercial Mobile Radio Services
Personal Communications Service - Broadband
21st CENTURY TELESIS JOINT VENTURE
ATTN: PHILIP J. CHASMAR
4665 MACARTHUR COURT SUITE lOOC
NEWPORT BEACH, CA 92660
Call Sign: KNLF305
Market: B457
VINCENNES-WASHINGTON, IN
Channel Block: C
File Number: 00449-CW-L-96
The licensee hereof is authorized, for the period indicated, to construct and
operate radio
transmitting facilities in accordance with the terms and conditions hereinafter
described.
This authorization is subject to the provisions of the Communications Act of
1934, as
amended, subsequent Acts of Congress, international treaties and agreements to
which the
United States is a signatory, and all pertinent rules and regulations of the
Federal
Communications Commission, contained in the Title 47 of the U.S. Code of
Federal
Regulations.
Initial Grant Date September 17, 1996
Five-year Build Out Date September 17, 2001
Expiration Date September 17, 2006
CONDITIONS:
Pursuant to Section 309(h) of the Communications Act of 1934, as amended, (47
U.S.C. Sec.
309(h)), this license is subject to the following conditions: This license does
not vest in
the licensee any right to operate a station nor any right in the use of
frequencies beyond
the term thereof nor in any other manner than authorized herein. Neither this
license nor
the right granted thereunder shall be assigned or otherwise transferred in
violation of the
Communications Act of 1934, as amended (47 U.S.C. Sec. 151, et seq.). This
license is
subject in terms to the right of use or control conferred by Section 706 of the
Communications Act of 1934, as amended
(47 U.S.C. Sec. 606).
Conditions continued on Page 2.
WAIVERS:
No waivers associated with this authorization.
Issue Date: November 18, 1996 FCC Form 463a
CONDITIONS:
This authorization is subject to the condition that, in the event that systems
using the
same frequencies as granted herein are authorized in an adjacent foreign
territory
(Canada/United States), future coordination of any base station transmitters
within 72 km
(45 miles) of the United States/Canada border shall be required to eliminate
any harmful
interference to operations in the adjacent foreign territory and to ensure
continuance of
equal access to the frequencies by both countries.
This authorization is conditioned upon the full and timely payment of all
monies due
pursuant to Sections 1.2110 and 24.711 of the Commission's Rules and the terms
of the
Commission's installment plan as set forth in the Note and Security Agreement
executed by
the licensee. Failure to comply with this condition will result in the
automatic
cancellation of this authorization.
Issue Date: November 18, 1996 FCC Form 463a
Installment Payment Plan Note
(Broadband Personal Communications Service, C Block): Auction Event No.5)
US $432,062.78 Washington, D.C.
License No.:PBB457C
September 17, 1996
FOR VALUE RECEIVED, the undersigned, 21st CENTURY TELESIS JOINT VENTURE, a
Delaware General
Partnership ("Maker"), promises to pay to the order of the FEDERAL
COMMUNICATIONS
COMMISSION, an independent regulatory agency of the United States ("Payee" or
"Commission"),
the principal sum of 432,062.78 DOLLARS ("Principal Amount"), together with
accrued
interest, computed at the annual rate of seven percent (7.00%) per annum,
("Annual Rate") on
the unpaid Principal Amount hereof, from the date of this Note until the date
the entire
Principal Amount has been paid in full.
Interest and principal shall be payable as set forth below and in accordance
with Schedule A
attached hereto and made a part hereof:
Interest only, at the Annual Rate from the date hereof until the last day of
the month
ninety (90) days hence, shall be due and payable on December 31, 1996 in the
amount of
$8,700.44. Commencing December 31, 1996, Maker shall pay interest only at the
Annual Rate,
in equal consecutive quarterly installments of $7,561.10, due on the last day
of the month
and every ninety (90) days thereafter from December 31, 1996 through September
30, 2002.
Commencing December 31, 2002, Maker shall pay principal and interest in equal
quarterly
installments of $31,194.75, due on the last day of each month ninety (90) days
hence through
and including June 30, 2006.
The entire unpaid Principal Amount, together with accrued and unpaid interest
thereon, and
all remaining obligations of Maker hereunder, shall be due and payable on
September 17, 2006
("Maturity Date").
All interest shall be computed on the basis of a 360-day year for actual days
elapsed.
All payments to be made hereunder, of principal, interest, costs, expenses, or
other sums
due hereunder, shall be made to the holder of this Note in lawful money of the
United States
of America which at the time of payment shall be legal tender for the payment
of public and
private debts, free and clear and without reduction by reason of any present or
future
income, stamp or other taxes, levies, imposts, deductions, charges, compulsory
loans or
withholdings whatsoever, including interest thereon or penalties with respect
thereto, if
any imposed, assessed, levied or collected by any political subdivision or
taxing authority
thereof or therein, on or in respect of this Note or the obligations it
evidences. All
payments shall be made during normal business hours at the Commission's
designated lockbox
location as set forth from time to time in the Commission's then-applicable
orders and
regulations and/or public notices.
This Note is secured by, and entitled to the benefits of, a Security Agreement
(the
"Security Agreement") of even date between Maker and Payee. All the terms,
covenants,
conditions and agreements contained in the Security Agreement are hereby
incorporated herein
and made part of this Note to the same extent and effect as if fully set forth
herein. It is
expressly understood by Maker that all of the terms of the Security Agreement
apply to this
Note and that reference in the Security Agreement to "this Agreement" includes
both the
Security Agreement and this Note.
IT IS HEREBY EXPRESSLY AGREED THAT TIME IS OF THE ESSENCE FOR THE PERFORMANCE
OF ALL TERMS
AND CONDITIONS UNDER THIS NOTE AND THE SECURITY AGREEMENT.
A default under this Note ("Event of Default'9) shall occur upon any or all of
the
following:
a. non-payment by Maker of any Principal or Interest on the due date as
specified
hereinabove if the Maker remains delinquent for more than 90 days and
(1) Maker has not submitted a request, in writing, for a grace period or
extension of payments, if any such grace period or extension of payments
is provided for in the then-applicable orders and regulations of the
Commission; or
(2) Maker has submitted a request, in writing, for a grace period or extension
of payments, if any such grace period or extension of payments is provided
for in the then-applicable orders and regulations of the Commission, and
following the expiration of the grant of such grace period or extension or
upon denial of such a request for a grace period or extension, Maker has
not resumed payments of Interest and Principal in accordance with the
terms of this Note;
or,
b. failure by Maker to comply with any other condition for holding the above
referenced license (as defined in the Security Agreement) as set forth in the
license
or in the Communications Act of 1934, as amended, or the then-applicable orders
and
regulations of the Commission; or
c. violation by Maker of any other covenant or term of this Note or the
Security
Agreement.
Upon any Event of Default under this Note, Payee may assess a late fee and/or
administrative
charge, plus the costs of collection, litigation, attorneys' fees, and default
payment as
specified in the then-applicable orders and regulations of the Commission, as
amended, and
Maker acknowledges that it is liable and herein expressly promises to pay on
demand such
additional costs, expenses, late charges, administrative charges, attorneys
fees, and
default payment. Upon a default under this Note, the unpaid Principal Amount,
plus all
unpaid interest accrued thereon, together with any late fee and/or
administrative charge,
plus the costs of collection, litigation, attorneys' fees, and default payment
as specified
in the then-applicable orders and regulations of the Commission, as amended,
shall become
immediately due and payable. The Maker hereby acknowledges that the Commission
has issued
Maker the above referenced license pursuant to the Communications Act of 1934,
as amended,
that is conditioned upon full and timely payment of financial obligations under
the
Commission's installment payment plan, as set forth in the then-applicable
orders and
regulations of the Commission, as amended, and that the sanctions and
enforcement authority
of the Commission shall remain applicable in the event of a failure to comply
with the terms
and conditions of the license, regardless of the enforceability of this Note or
the Security
Agreement.
No delay or omission on the part of Payee in exercising any right under this
Note, the
Security Agreement, or any other instrument securing this Note, shall operate
as a waiver of
such right or of any other right of Payee, nor shall any waiver by Payee of any
such right
or rights on any one occasion be deemed a bar to or waiver of the same right or
rights on
any future occasion.
The Maker is liable for all costs of collection or enforcement of the Payee's
rights under
this Note or under the Security Agreement or under any other instrument now or
hereafter
executed by Maker in favor of Payee which in any manner evidences or
constitutes additional
security for this Note, including reasonable attorneys' fees, whether suit is
brought or
not, and all such costs shall be paid by the Maker on demand, and whether or
not such
collection or enforcement occurs in any bankruptcy, reorganization,
receivership or other
proceedings involving creditors' rights or involving a claim under this Note or
any of the
other loan documents.
Maker, all endorsers and guarantors hereof and any other party who may become
liable for all
or any part of the obligation evidenced hereby, waive presentment for payment,
notice or
dishonor, protest and notice of protest, notice of nonpayment and any and all
lack of
diligence or delays in collection or enforcement of this Note.
Maker may prepay all or any part of the Principal Amount without premium or
penalty upon ten
(10) days' prior written notice to Payee, given in the manner provided in the
Security
Agreement.
Partial prepayments shall not postpone or reduce regular payments to be made
hereunder. All
such prepayments shall be applicable first to the payment of late charges, if
any, costs and
expenses, and administrative penalties due hereunder, then to accrued and
unpaid interest,
then to that portion of the unpaid Principal Amount due on the Maturity Date
and then, if
applicable, to any unpaid installments of principal in the inverse order of
installment
maturities. The Payee may require that any partial prepayments be made on the
dates
installments of principal and interest are due hereunder.
Anything to the contrary notwithstanding, Payee shall not charge, take or
receive, and
Maker shall not be obligated to pay to Payee, any amounts constituting interest
on the
Principal Amount in excess of the maximum rate permitted by applicable law. If
by reason
of the acceleration of the unpaid Principal Amount or otherwise, interest in
excess of
the highest legal contract rate permitted by applicable law shall at any time
be paid,
any such excess shall constitute and be treated as a payment of outstanding
principal
hereunder and shall operate to reduce such outstanding Principal Amount.
ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS NOTE,
THE SECURITY AGREEMENT, OR OTHER DOCUMENTS EVIDENCING
OR SECURING THE DEBT TRANSACTION EVIDENCED HEREBY MAY
ONLY BE BROUGHT IN THE UNITED STATES DISTRICT COURT FOR
THE DISTRICT OF COLUMBIA, AND, BY EXECUTION AND DELIVERY OF
THIS NOTE AND SECURITY AGREEMENT, THE MAKER HEREBY
ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY GENERALLY
AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID
COURT. THE PARTIES HERETO HEREBY IRREVOCABLY WMVE ANY
OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO
THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENS , WHICH ANY OF THEM MAY NOW OR HEREAFTER HAVE
TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN THE
DISTRICT OF COLUMBIA.
THE MAKER IRREVOCABLY CONSENTS TO THE SERVICE OF
PROCESS OF THE AFOREMENTIONED COURT IN ANY SUCH ACTION OR
PROCEEDING BY THE MAILING OF A COPY THEREOF BY CERTIFIED
MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID, TO THE
MAKER AT ITS ADDRESS PROVIDED HEREIN. SUCH SERVICE SIIALL
BE DEEMED TO HAVE OCCURRED ON THE THIRD DAY AFTER SUCH
MAILING. NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHT
OF PAYEE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED
BY LAW OR COMMENCE LEGAL PROCEEDINGS OR OTHERWISE
PROCEED AGAINST THE MAKER IN ANY OTHER JURISDICTION.
EACH OF THE PARTIES HERETO HEREBY KNOWINGLY,
WILLINGLY, VOLUNTARILY, UNCONDITIONALLY, IRREVOCABLY AND
INTENTIONALLY FOREVER WAIVES ANY RIGHT IT MAY HAVE TO
TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE, THE
SECURITY AGREEMENT, OR OTHER DOCUMENTS EVIDENCING OR
SECURING THE DEBT TRANSACTION EVIDENCED HEREBY, ANY
COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (VERBAL
OR WRITTEN) OR ACTION OF ANY PERSON OR ANY EXERCISE BY ANY
PARTY OF THEIR RESPECTIVE RIGHTS UNDER THIS TRANSACTION,
DOCUMENT OR ANY RELATED DOCUMENT OR IN ANY WAY RELATING TO
THE COLLATERAL (INCLUDING, WITHOUT LIMITATION, ANY
ACTION TO RESCIND OR CANCEL THIS TRANSACTION OR ANY
CLAIMS OR DEFENSES ASSERTING THAT THIS TRANSACTION, IN
WHOLE OR IN PART, WAS FRAUDULENTLY INDUCED OR IS
OTHERWISE VOID OR VOIDABLE). MAKER REPRESENTS THAT NO
ORAL OR WRITTEN STATEMENTS HAVE BEEN MADE BY ANY PARTY
TO INCLUDE THIS SUBMISSION OR JURISDICTION AND WAIVER OF
TRAIL BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS STATED
EFEECT. MAKER FURTHER REPRESENTS THAT IT HAS BEEN
REPRESENTED BY INDEPENDENT COUNSEL, SELECTED BY ITS OWN
FREE WILL, IN SIGNING THIS NOTE AND IN THE MAKING OF THIS
WAIVER AND THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS
WAIVER WITH SUCH COUNSEL. THIS PROVISION IS A MATERIAL
INDUCEMENT FOR PAYEE TO ENTER INTO THIS TRANSACTION AND
THE VARIOUS DOCUMENTS RELATED THERETO.
Maker acknowledges that this Note and Security Agreement (any attachments
affixed thereto by
the Commission with the permission and knowledge of the Maker/Debtor), along
with the then-
current applicable Commission orders and regulations and the Communications Act
of 1934, as
amended, set forth the entire agreement, written and oral, of the parties, and
all
inconsistent prior statements, understandings, notices, representations and
agreements
between the parties, oral or written, are superseded by and merged in this
Note, the
Security Agreement or other documents evidencing or securing the debt
transaction evidenced
hereby. Except as otherwise expressly provided herein, all of Payee's
representations,
warranties, covenants and agreements in this Note and Security Agreement shall
merge in the
documents and agreements executed by the Maker and shall not survive said
execution.
If any provision or part of this Note and/or the Security Agreement shall for
any reason be
held or deemed to be invalid, illegal, or unenforceable in any respect, such
invalidity,
illegality or unenforceability shall not affect any other provision of this
Note and this
Note shall be construed as if such invalid, illegal or unenforceable provision
had never
been contained herein and the remaining provisions of this Note shall remain in
full force
and. effect. The enforceability of the Note and/or the Security Agreement do
not alter the
rights and obligations of the Maker and Payee under the Communications Act of
1934, as
amended, or under the then-applicable orders and regulations of the Commission,
as amended.
Any notice demand or request hereunder shall be given in the manner set forth
in the
Security Agreement.
This Note shall be governed by and construed in accordance with the
Communications Act of
1934, as amended, the then-applicable orders and regulations of the Commission,
and federal
law. Nothing in this Note shall be deemed to modify any then-applicable orders
and
regulations of the Commission, and nothing in this Note shall be deemed to
release the Maker
from compliance therewith. This Note may not be changed, modified, waived,
terminated or
discharged orally, but only by an agreement in writing executed by the party
against whom
enforcement of any such change, modification, waiver, termination, or discharge
is sought.
Maker represents and warrants that any statements made by or on behalf of Maker
in
connection with this Note: (I) are true and accurate in all material respects;
and (ii) do
not omit any material facts or information that would make such statement
misleading in the
context of Payee's evaluation of the note, and acknowledges and agrees that
Payee is
entitled to and his relied on such statements in agreeing to the Note.
Payee shall have the right at any time to assign, endorse, pledge, convey or
otherwise
transfer this Note and all of the other loan documents to any party. From and
after the date
of such assignment, endorsement, pledge, conveyance or other transfer, such
transferee shall
be entitled to exercise any and all rights and remedies of Payee hereunder.
Maker shall not
assign, convey or otherwise transfer its rights and obligations hereunder
without the prior
written consent of the Commission.
Date: 11-26-96 21st Century Telesis Joint
Venture [NAME OF MAKER]
By: Philip J. Chasmar
Its: Secretary
License Grant date: September17, 1996
First and last payments prorated based on the above license grant date.
License Number: PBB457C
INSTALLMENT PLAN C AMORTIZATION SCHEDULE
for Federal Communications Commission Broadband Personal Communications
Service, C-Block
Licenses
(Interest-only Payments for the First Six Years)
Orig Balance Orig Rate Term (yrs) 1st PMT Future Value
$432,062.78 7.00% 10 Dec-96 $0
<CAPTION>
Pmt # Date Yr Rate P&l Pmnt Principal Interest Extra New
Balance Cum. Int Yearly Total amt
Prin Prin Only
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 Dec-96 7.00% $8,700.44 $0.00 $8,700.44 $0.00 $432,062.78
$8,7
00.44 $8,700.44
2 Mar-97 7.00% $7,561.10 $0.00 $7,561.10 $0.00 $432,062.78
$16,
261.54 $7,561.10
3 Jun-97 7.00% $7,561.10 $0.00 $7,561.10 $0.00 $432,062.78
$23,
822.64 $15,122.20
4 Sep-97 7.00% $7,561.10 $0.00 $7,561.10 $0.00 $432,062.78
$31,
383.74 $22,683.30
5 Dec-97 7.00% $7,561.10 $0.00 $7,561.10 $0.00 $432,062.78
$38,
944.84 $30,244.39
6 Mar-98 7.00% $7,561.10 $0.00 $7,561.10 $0.00 $432,062.78
$46,
505.94 $7,561.10
7 Jun-98 7.00% $7,561.10 $0.00 $7,561.10 $0.00 $432,062.78
$54,
067.03 $15,122.20
8 Sep-98 7.00% $7,561.10 $0.00 $7,561.10 $0.00 $432,062.78
$61,
628.13 $22,683.30
9 Dec-98 7.00% $7,561.10 $0.00 $7,561.10 $0.00 $432,062.78
$69,
189.23 $30,244.39
10 Mar-99 7.00% $7,561.10 $0.00 $7,561.10 $0.00 $432,062.78
$76,
750.33 $7,561.10
11 Jun-99 7.00% $7,561.10 $0.00 $7,561.10 $0.00 $432,062.78
$84,
311.43 $15,122.20
12 Sep-99 7.00% $7,561.10 $0.00 $7,561.10 $0.00 $432,062.78
$91,
872.53 $22,683.30
13 Dec-99 7.00% $7,561.10 $0.00 $7,561.10 $0.00 $432,062.78
$99,
433.63 $30,244.39
14 Mar-2000 7.00% $7,561.10 $0.00 $7,561.10 $0.00 $432,062.78
$106
,994.72 $7,561.10
15 Jun-2000 7.00% $7,561.10 $0.00 $7,561.10 $0.00 $432,062.78
$114
,555.82 $15,122.20
16 Sep-2000 7.00% $7,561.10 $0.00 $7,561.10 $0.00 $432,062.78
$122
,116.92 $22,683.30
17 Dec-2000 7.00% $7,561.10 $0.00 $7,561.10 $0.00 $432,062.78
$129
,678.02 $30,244.39
18 Mar-2001 7.00% $7,561.10 $0.00 $7,561.10 $0.00 $432,062.78
$137
,239.12 $7,561.10
19 Jun-2001 7.00% $7,561.10 $0.00 $7,561.10 $0.00 $432,062.78
$144
,800.22 $15,122.20
20 Sep-2001 7.00% $7,561.10 $0.00 $7,561.10 $0.00 $432,062.78
$152
,361.32 $22,683.30
21 Dec-2001 7.00% $7,561.10 $0.00 $7,561.10 $0.00 $432,062.78
$159
,922.42 $30,244.39
22 Mar-2002 7.00% $7,561.10 $0.00 $7,561.10 $0.00 $432,062.78
$167
,483.51 $7,561.10
23 Jun-2002 7.00% $7,561.10 $0.00 $7,561.10 $0.00 $432,062.78
$175
,044.61 $15,122.20
24 Sep-2002 7.00% $7,561.10 $0.00 $7,561.10 $0.00 $432,062.78
$182
,605.71 $22,683.30
25 Dec-2002 7.00% $31,194.75 $23,633.65 $7,561.10 $0.00 $408,4
29.13 $190,166.81 $30,244.40
26 Mar-2003 7.00% $31,194.75 $24,047.24 $7,147.51 $0.00 $384,3
81.89 $197,314.32 $7,147.51
27 Jun-2003 7.00% $31,194.75 $24,468.07 $6,726.68 $0.00 $359,9
13.82 $204,041.00 $13,874.19
28 Sep-2003 7.00% $31,194.75 $24,896.26 $6,298.49 $0.00 $335,0
17.56 $210,339.49 $20,172.68
29 Dec-2003 7.00% $31,194.75 $25,331.94 $5,862.81 $0.00 $309,6
85.62 $216,202.30 $26,035.49
30 Mar-2004 7.00% $31,194.75 $25,775.25 $5,419.50 $0.00 $283,9
10.37 $221,621.80 $5,419.50
31 Jun-2004 7.00% $31,194.75 $26,226.32 $4,968.43 $0.00 $257,6
84.05 $226,590.23 $10,387.93
32 Sep-2004 7.00% $31,194.75 $26,685.28 $4,509.47 $0.00 $230,9
98.77 $231,099.70 $14,897.40
33 Dec-2004 7.00% $31,194.75 $27,152.27 $4,042.48 $0.00 $203,8
46.50 $235,142.18 $18,939.88
34 Mar-2005 7.00% $31,194.75 $27,627.44 $3,567.31 $0.00 $176,2
19.06 $238,709.49 $3,567.31
35 Jun-2005 7.00% $31,194.75 $28,110.92 $3,083.83 $0.00 $148,1
08.14 $241,793.32 $6,651.14
36 Sep-2005 7.00% $31,194.75 $28,602.86 $2,591.89 $0.00 $119,5
05.28 $244,385.21 $9,243.03
37 Dec-2005 7.00% $31,194.75 $29,103.41 $2,091.34 $0.00 $90,40
1.87 $246,476.55 $2,091.34
38 Mar-2006 7.00% $31,194.75 $29,612.72 $1,582.03 $0.00 $60,78
9.15 $248,058.58 $3,673.37
39 Jun-2006 7.00% $31,194.75 $30,130.94 $1,063.81 $0.00 $30,65
8.21 $249,122.39 $4,737.18
40 Sep-2006 7.00% $31,122.70 $30,658.21 $464.49 $0.00 $0.00
$249,586.88 $5,201.67
License Grant date: September 17, 1996
First and last payments prorated based on the above license grant date.
</TABLE>
<TABLE>
United States of America
Federal Communications Commission
RADIO STATION AUTHORIZATION
Commercial Mobile Radio Services
Personal Communications Service - Broadband
Call Sign: KNLF306
Market: B270
MCCOOK, NE
Channel Block: C
File Number: 00450-CW-L-96
21st CENTURY TELESIS JOINT VENTURE
ATTN: PHILIP J. CHASMAR
4665 MACARTHUR COURT SUITE IOOC
NEWPORT BEACH, CA 92660
The licensee hereof is authorized, for the period indicated, to construct and
operate radio transmitting facilities in accordance
with the terms and conditions hereinafter described. This
authorization is subject to the provisions of the
Communications Act of 1934, as amended, subsequent Acts of
Congress, international treaties and agreements to which the
United States is a signatory, and all pertinent rules and
regulations of the Federal Communications Commission,
contained in the Title 47 of the U.S. Code of Federal
Regulations.
Initial Grant Date September 17,1996
Five-year Build Out Date September 17, 2001
Expiration Date September 17, 2006
CONDITIONS.
Pursuant to Section 309(h) of the Communications Act of 1934, as amended, (47
U.S.C. Sec. 309(h)), this license is subject to the
following conditions: This license does not vest in the licensee
any right to operate a station nor any right in the use of
frequencies beyond the term thereof nor in any other manner than authorized
herein. Neither this license nor the right granted
thereunder shall be assigned or otherwise transferred in
violation of the Communications Act of 1934, as amended
(47 U.S.C. Sec. 151, et seq.). This license is subject in
terms to the right of use or control conferred by Section
706 of the Communications Act of 1934, as
amended
(47 U.S.C. Sec. 606).
Conditions continued on Page 2.
WAIVERS:
No waivers associated with this authorization.
Issue Date: November 18, 1996 FCC Form 463a
CONDITIONS:
This authorization is subject to the condition that, in the
event that systems using the same frequencies as granted herein
are authorized in an adjacent foreign territory (Canada/United
States), future coordination of any base station transmitters
within 72 km (45 miles) of the United States/Canada border
shall be required to eliminate any harmful interference to
operations in the adjacent foreign territory and to ensure
continuance of equal access to the frequencies by both
countries.
This authorization is conditioned upon the full and timely
payment of all monies due pursuant to Sections 1.2110 and
24.711 of the Commission's Rules and the terms of the
Commission's installment plan as set forth in the Note
and Security Agreement executed by the licensee. Failure
to comply with this condition will result in the automatic
cancellation of this authorization.
Issue Date: November 18, 1996 FCC Form 463a
Installment Payment Plan Note
(Broadband Personal Communications Service, C Block):
Auction Event No.5)
US $604,766.25
Washington, D.C. License No.: PBB27OC
September 17, 1996
FOR VALUE RECEIVED, the undersigned, 21st CENTURY TELESIS
JOINT VENTURE, a Delaware General Partnership ("Maker"),
promises to pay to the order of the FEDERAL COMMUNICATIONS
COMMISSION, an independent regulatory agency of the United
States ("Payee" or "Commission"), the principal sum of
604,766.25 DOLLARS ("Principal Amount"), together with accrued
interest, computed at the annual rate of seven percent (7.00%)
per annum, ("Annual Rate") on the unpaid Principal Amount hereof,
from the date of this Note until the date the entire Principal
Amount has been paid in full.
Interest and principal shall be payable as set forth
below and in accordance with Schedule A attached hereto
and made a part hereof:
Interest only, at the Annual Rate from the date hereof
until the last day of the month ninety (90) days hence,
shall be due and payable on December 31, 1996 in the
amount of $12,178.17. Commencing December 31, 1996, Maker
shall pay interest only at the Annual Rate, in equal
consecutive quarterly installments of $10,583.41, due
on the last day of the month and every ninety (90) days
thereafter from December 31, 1996 through September 30, 2002.
Commencing December 31, 2002, Maker shall pay principal
and interest in equal quarterly installments of
$43,663.87, due on the last day of each month ninety
(90) days hence through and including June 30, 2006.
The entire unpaid Principal Amount, together with accrued and
unpaid interest thereon, and all remaining obligations of Maker
hereunder, shall be due and payable on September 17, 2006
("Maturity Date").
All interest shall be computed on the basis of a 360-day
year for actual days elapsed.
All payments to be made hereunder, of principal, interest,
costs, expenses, or other sums due hereunder, shall be made
to the holder of this Note in lawful money of the United
States of America which at the time of payment shall be
legal tender for the payment of public and private debts,
free and clear and without reduction by reason of any present
or future income, stamp or other taxes, levies, imposts,
deductions, charges, compulsory loans or withholdings
whatsoever, including interest thereon or penalties with
respect thereto, if any imposed, assessed, levied or
collected by any political subdivision or taxing authority
thereof or therein, on or in respect of this Note or the
obligations it evidences. All payments shall be made during normal
business hours at the Commission's designated lockbox
location as set forth from time to time in the Commission's
then-applicable orders and regulations and/or public notices.
This Note is secured by, and entitled to the benefits
of, a Security Agreement (the "Security Agreement") of
even date between Maker and Payee. All the terms,
covenants, conditions and agreements contained in the
Security Agreement are hereby incorporated herein and
made part of this Note to the same extent and effect
as if fully set forth herein. It is expressly understood
by Maker that all of the terms of the Security Agreement
apply to this Note and that reference in the Security
Agreement to "this Agreement" includes both the Security
Agreement and this Note.
IT IS HEREBY EXPRESSLY AGREED THAT TIME IS OF THE ESSENCE
FOR THE PERFORMANCE OF ALL TERMS AND CONDITIONS UNDER
THIS NOTE AND THE SECURITY AGREEMENT.
A default under this Note ("Event of Default") shall
occur upon any or all of the following:
non-payment by Maker of any Principal or Interest
on the due date as specified hereinabove if the Maker
remains delinquent for more than 90 days and
Maker has not submitted a request, in writing, for a grace
period or extension of payments, if any such grace period
or extension of payments is provided for in the then-applicable
orders and regulations of the Commission; or
Maker has submitted a request, in writing, for a grace
period or extension of payments, if any such grace period or
extension of payments is provided for in the then-applicable
orders and regulations of the Commission, and following the
expiration of the grant of such grace period or extension or
upon denial of such a request for a grace period or extension,
Maker has not resumed payments of Interest and Principal in
accordance with the terms of this Note;
or;
failure by Maker to comply with any other condition for
holding the above referenced license (as defined in the
Security Agreement) as set forth in the license or
in the Communications Act of 1934, as amended, or
the then-applicable orders and regulations of the
Commission; or
violation by Maker of any other covenant or term of
this Note or the Security Agreement.
Upon any Event of Default under this Note, Payee may assess
a late fee and/or administrative charge, plus the costs of
collection, litigation, attorneys' fees, and default payment
as specified in the then-applicable orders and regulations of
the Commission, as amended, and Maker acknowledges that it
is liable and herein expressly promises to pay on demand such
additional costs, expenses, late charges, administrative
charges, attorneys fees, and default payment. Upon a default
under this Note, the unpaid Principal Amount, plus all unpaid
interest accrued thereon, together with any late fee and/or
administrative charge, plus the costs of collection, litigation,
attorneys' fees, and default payment as specified in the then-
applicable orders and regulations of the Commission, as amended,
shall become immediately due and payable. The Maker hereby
acknowledges that the Commission has issued Maker the above
referenced license pursuant to the Communications Act of 1934,
as amended, that is conditioned upon full and timely payment of
financial obligations under the Commission's installment
payment plan, as set forth in the then-applicable orders and
regulations of the Commission, as amended, and that the
sanctions and enforcement authority of the Commission shall
remain applicable in the event of a failure to comply with the
terms and conditions of the license, regardless of the
enforceability of this Note or the Security Agreement.
No delay or omission on the part of Payee in exercising any
right under this Note, the Security Agreement, or any other
instrument securing this Note, shall operate as a waiver of
such right or of any other right of Payee, nor shall any
waiver by Payee of any such right or rights on any one
occasion be deemed a bar to or waiver of the same right or
rights on any future occasion.
The Maker is liable for all costs of collection or
enforcement of the Payee's rights under this Note or
under the Security Agreement or under any other instrument
now or hereafter executed by Maker in favor of Payee which
in any manner evidences or constitutes additional security
for this Note, including reasonable attorneys' fees,
whether suit is brought or not, and all such costs shall
be paid by the Maker on demand, and whether or not such
collection or enforcement occurs in any bankruptcy,
reorganization, receivership or other proceedings involving
creditors' rights or involving a claim under this Note or any
of the other loan documents.
Maker, all endorsers and guarantors hereof and any other
party who may become liable for all or any part of the
obligation evidenced hereby, waive presentment for payment,
notice or dishonor, protest and notice of protest, notice of
nonpayment and any and all lack of diligence or delays in
collection or enforcement of this Note.
Maker may prepay all or any part of the Principal Amount
without premium or penalty upon ten (10) days' prior written
notice to Payee, given in the manner provided in the Security
Agreement.
Partial prepayments shall not postpone or reduce regular
payments to be made hereunder. All such prepayments shall be
applicable first to the payment of late charges, if any, costs
and expenses, and administrative penalties due hereunder,
then to accrued and unpaid interest, then to that portion
of the unpaid Principal Amount due on the Maturity Date
and then, if applicable, to any unpaid installments of
principal in the inverse order of installment maturities.
The Payee may require that any partial prepayments be made on
the dates installments of principal and interest are due
hereunder.
Anything to the contrary notwithstanding, Payee shall not
charge, take or receive, and Maker shall not be obligated to
pay to Payee, any amounts constituting interest on the Principal
Amount in excess of the maximum rate permitted by applicable law.
If by reason of the acceleration of the unpaid Principal Amount
or otherwise, interest in excess of the highest legal contract
rate permitted by applicable law shall at any time be paid, any
such excess shall constitute and be treated as a payment of
outstanding principal hereunder and shall operate to reduce
such outstanding Principal Amount.
ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS NOTE,
THE SECURITY AGREEMENT, OR OTHER DOCUMENTS EVIDENCING
OR SECURING THE DEBT TRANSACTION EVIDENCED HEREBY MAY
ONLY BE BROUGHT IN THE UNITED STATES DISTRICT COURT FOR
THE DISTRICT OF COLUMBIA, AND, BY EXECUTION AND DELIVERY OF
THIS NOTE AND SECURITY AGREEMENT, THE MAKER HEREBY
ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY GENERALLY
AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID
COURT. THE PARTIES HERETO HEREBY IRREVOCABLY WMVE ANY
OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO
THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENS , WHICH ANY OF THEM MAY NOW OR HEREAFTER HAVE
TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN THE
DISTRICT OF COLUMBIA.
THE MAKER IRREVOCABLY CONSENTS TO THE SERVICE OF
PROCESS OF THE AFOREMENTIONED COURT IN ANY SUCH ACTION OR
PROCEEDING BY THE MAILING OF A COPY THEREOF BY CERTIFIED
MML, RETURN RECEIPT REQUESTED, POSTAGE PREPAID, TO THE
MAKER AT ITS ADDRESS PROVIDED HEREIN. SUCH SERVICE SHALL
BE DEEMED TO HAVE OCCURRED ON THE THIRD DAY AFTER SUCH
MAILING. NOTHING CONTAINED HEREIN SIIALL AFFECT THE RIGHT
OF PAYEE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED
BY LAW OR COMMENCE LEGAL PROCEEDINGS OR OTHERWISE
PROCEED AGAINST THE MAKER IN ANY OTHER JURISDICTION.
EACH OF THE PARTIES HERETO HEREBY KNOWINGLY,
WILLINGLY, VOLUNTARILY, UNCONDITIONALLY, IRREVOCABLY AND
INTENTIONALLY FOREVER WAIVES ANY RIGHT IT MAY HAVE TO
TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE, THE
SECURITY AGREEMENT, OR OTHER DOCUMENTS EVIDENCING OR
SECURING THE DEBT TRANSACTION EVIDENCED HEREBY, ANY
COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (VERBAL
OR WRITTEN) OR ACTION OF ANY PERSON OR ANY EXERCISE BY ANY
PARTY OF THEIR RESPECTIVE RIGHTS UNDER THIS TRANSACTION,
DOCUMENT OR ANY RELATED DOCUMENT OR IN ANY WAY RELATING
Page 5
TO THE COLLATERAL (INCLUDING, WITHOUT LIMITATION, ANY
ACTION TO RESCIND OR CANCEL THIS TRANSACTION OR ANY
CLAIMS OR DEFENSES ASSERTING THAT THIS TRANSACTION, IN
WHOLE OR IN PART, WAS FRAUDULENTLY INDUCED OR IS
OTHERWISE VOID OR VOIDABLE). MAKER REPRESENTS THAT NO
ORAL OR WRITTEN STATEMENTS HAVE BEEN MADE BY ANY PARTY
TO INCLUDE THIS SUBMISSION OR JURISDICTION AND WAIVER OF
TRAIL BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS STATED
EFFECT. MAKER FURTHER REPRESENTS THAT IT HAS BEEN
REPRESENTED BY INDEPENDENT COUNSEL, SELECTED BY ITS OWN
FREE WILL, IN SIGNING THIS NOTE AND IN THE MAMNG OF THIS
WAIVER AND THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS
WAIVER WITH SUCH COUNSEL. THIS PROVISION IS A MATERIAL
INDUCEMENT FOR PAYEE TO ENTER INTO THIS TRANSACTION AND
THE VARIOUS DOCUMENTS RELATED THERETO.
Maker acknowledges that this Note and Security Agreement
(any attachments affixed thereto by the Commission with the
permission and knowledge of the Maker/Debtor), along with the
then-current applicable Commission orders and regulations and the
Communications Act of 1934, as amended, set forth the entire
agreement, written and oral, of the parties, and all
inconsistent prior statements, understandings, notices,
representations and agreements between the parties, oral or
written, are superseded by and merged in this Note, the
Security Agreement or other documents evidencing or securing
the debt transaction evidenced hereby. Except as otherwise
expressly provided herein, all of Payee's representations,
warranties, covenants and agreements in this Note and Security
Agreement shall merge in the documents and agreements executed
by the Maker and shall not survive said execution.
If any provision or part of this Note and/or the Security
Agreement shall for any reason be held or deemed to be invalid,
illegal, or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other
provision of this Note and this Note shall be construed as if
such invalid, illegal or unenforceable provision had never been
contained herein and the remaining provisions of this Note
shall remain in full force and effect. The enforceability
of the Note and/or the Security Agreement do not alter t
he rights and obligations of the Maker and Payee under the
Communications Act of 1934, as amended, or under the then-
applicable orders and regulations of the Commission, as amended.
Any notice demand or request hereunder shall be given in
the manner set forth in the Security Agreement.
This Note shall be governed by and construed in accordance
with the Communications Act of 1934, as amended, the then-
applicable orders and regulations of the Commission, and
federal law. Nothing in this Note shall be deemed to modify
any then-applicable orders and regulations of the Commission,
and nothing in this Note shall be deemed to release the Maker
from compliance therewith. This Note may not be changed, modified,
waived, terminated or discharged orally, but only by an
agreement in writing executed by the party against whom
enforcement of any such change, modification, waiver,
termination, or discharge is sought.
Maker represents and warrants that any statements made by or on
behalf of Maker in connection with this Note: (I) are true and
accurate in all material respects; and (ii) do not omit any
material facts or information that would make such statement
misleading in the context of Payee's evaluation of the note,
and acknowledges and agrees that Payee is entitled to and his
relied on such statements in agreeing to the Note.
Payee shall have the right at any time to assign, endorse,
pledge, convey or otherwise transfer this Note and all of the
other loan documents to any party. From and after the date of
such assignment, endorsement, pledge, conveyance or other
transfer, such transferee shall be entitled to exercise any
and all rights and remedies of Payee hereunder. Maker shall not
assign, convey or otherwise transfer its rights and obligations
hereunder without the prior written consent of the Commission.
Date: 11-26-96 21st Century Telesis Joint Venture [NAME OF MAKER]
By: Philip J. Chasmar
Its: Secretary
License Number: PBB27OC
INSTALLMENT PLAN C AMORTIZATION SCHEDULE
for Federal Communications Commission Broadband Personal Communications
Service, C-Block
Licenses
(Interest-only Payments for the First Six Years)
Orig Balance Orig Rate Term (yrs) 1st PUT Future Value
$604,766.25 7.00% 10 Dec-96 $0
<CAPTION>
Pmt# Date Yr Rate P&I Pmnt Principal Interest Extra
NewB
alance Cum. Int. Yearly Total Amt
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 Dec-96 7.00% $12,178.17 $0.00 $12,178.17 $0.00 $60
4,766.25 $12,178.17 $12,178.17
2 Mar-97 7.00% $10,583.41 $0.00 $10,583.41 $0.00 $604,7
66.25 $22,761.58 $10,583.41
3 Jun-97 7.00% $10,583.41 $0.00 $10,583.41 $0.00 $604,7
66.25 $33,344.99 $21,166.82
4 Sep-97 7.00% $10,583.41 $0.00 $10,583.41 $0.00 $604,7
66.25 $43,928.40 $31,750.23
5 Dec-97 7.00% $10,583.41 $0.00 $10,583.41 $0.00 $604,7
66.25 $54,511.81 $42,333.64
6 Mar-98 7.00% $10,583.41 $0.00 $10,583.41 $0.00 $604,7
66.25 $65,095.22 $10,583.41
7 Jun-98 7.00% $10,583.41 $0.00 $10,583.41 $0.00 $604,7
66.25 $75,678.63 $21,166.82
8 Sep-98 7.00% $10,583.41 $0.00 $10,583.41 $0.00 $604,7
66.25 $86,262.04 $31,750.23
9 Dec-98 7.00% $10,583.41 $0.00 $10,583.41 $0.00 $604,7
66.25 $96,845.44 $42,333.64
10 Mar-99 7.00% $10,583.41 $0.00 $10,583.41 $0.00 $604,7
66.25 $107,428.85 $10,583.41
11 Jun-99 7.00% $10,583.41 $0.00 $10,583.41 $0.00 $604,7
66.25 $118,012.26 $21,166.82
12 Sep-99 7.00% $10,583.41 $0.00 $10,583.41 $0.00 $604,7
66.25 $128,595.67 $31,750.23
13 Dec-99 7.00% $10,583.41 $0.00 $10,583.41 $0.00 $604,7
66.25 $139,179.08 $42,333.64
14 Mar-2000 7.00% $10,583.41 $0.00 $10,583.41 $0.00 $604,7
66.25 $149,762.49 $10,583.41
15 Jun-2000 7.00% $10,583.41 $0.00 $10,583.41 $0.00 $604,7
66.25 $160,345.90 $21,166.82
16 Sep-2000 7.00% $10,583.41 $0.00 $10,583.41 $0.00 $604,7
66.25 $170,929.31 $31,750.23
17 Dec-2000 7.00% $10,583.41 $0.00 $10,583.41 $0.00 $604,7
66.25 $181,512.72 $42,333.64
18 Mar-2001 7.00% $10,583.41 $0.00 $10,583.41 $0.00 $604,7
66.25 $192,096.13 $10,583.41
19 Jun-2001 7.00% $10,583.41 $0.00 $10,583.41 $0.00 $604,7
66.25 $202,679.54 $21,166.82
20 Sep-2001 7.00% $10,583.41 $0.00 $10,583.41 $0.00 $604,7
66.25 $213,262.95 $31,750.23
21 Dec-2001 7.00% $10,583.41 $0.00 $10,583.41 $0.00 $604,7
66.25 $223,846.36 $42,333.64
22 Mar-2002 7.00% $10,583.41 $0.00 $10,583.41 $0.00 $604,7
66.25 $234,429.77 $10,583.41
23 Jun-2002 7.00% $10,583.41 $0.00 $10,583.41 $0.00 $604,7
66.25 $245,013.18 $21,166.82
24 Sep-2002 7.00% $10,583.41 $0.00 $10,583.41 $0.00 $604,7
66.25 $255,596.59 $31,750.23
25 Dec-2002 7.00% $43,663.87 $33,080.46 $10,583.41 $0.00
$571,
685.79 $266,180.00 $42,333.64
26 Mar-2003 7.00% $43,663.87 $33,659.37 $10,004.50 $0.00
$538,
026.42 $276,184.50 $10,004.50
27 Jun-2003 7.00% $43,663.87 $34,248.41 $9,415.46 $0.00 $503,7
78.01 $285,599.96 $19,419.96
28 Sep-2003 7.00% $43,663.87 $34,847.75 $8,816.12 $0.00 $468,9
30.26 $294,416.08 $28,236.08
29 Dec-2003 7.00% $43,663.87 $35,457.59 $8,206.28 $0.00 $433,4
72.67 $302,622.36 $36,442.36
30 Mar-2004 7.00% $43,663.87 $36,078.10 $7,585.77 $0.00 $397,3
94.57 $310,208.13 $7,585.77
31 Jun-2004 7.00% $43,663.87 $36,709.47 $6,954.40 $0.00 $360,6
85.10 $317,162.53 $14,540.17
32 Sep-2004 7.00% $43,663.87 $37,351.88 $6,311.99 $0.00 $323,3
33.22 $323,474.52 $20,852.16
33 Dec-2004 7.00% $43,663.87 $38,005.54 $5,658.33 $0.00 $285,3
27.68 $329,132.85 $26,510.49
34 Mar-2005 7.00% $43,663.87 $38,670.64 $4,993.23 $0.00 $246,6
57.04 $334,126.08 $4,993.23
35 Jun-2005 7.00% $43,663.87 $39,347.37 $4,316.50 $0.00 $207,3
09.67 $338,442.58 $9,309.73
36 Sep-2005 7.00% $43,663.87 $40,035.95 $3,627.92 $0.00 $167,2
73.72 $342,070.50 $12,937.65
37 Dec-2005 7.00% $43,663.87 $40,736.58 $2,927.29 $0.00 $126,5
37.14 $344,997.79 $2,927.29
38 Mar-2006 7.00% $43,663.87 $41,449.47 $2,214.40 $0.00 $85,08
7.67 $347,212.19 $5,141.69
39 Jun-2006 7.00% $43,663.87 $42,174.84 $1,489.03 $0.00 $42,91
2.83 $348,701.22 $6,630.72
40 Sep-2006 7.00% $43,562.99 $42,912.83 $650.16 $0.00 $0.00
$349,351.38 $7,280.88
License Grant date: September 17,1996
First and last payments prorated based on the above license grant date.
</TABLE>
<TABLE>
United States of America
Federal Communications Commission
RADIO STATION AUTHORIZATION
Commercial Mobile Radio Services Personal Communications Service -
Broadband
Call Sign: KNLF307
21st CENTURY TELESIS JOINT VENTURE
ATTN: PHILIP J. CHASMAR Market: B280
4665 MACARTHUR COURT SUITE lOOC MARION, IN
NEWPORT BEACH, CA 92660
Channel Block: C
File Number: 00453-CW-L-96
The licensee hereof is authorized, for the period indicated, to construct
and operate radio transmitting facilities in accordance with the terms and
conditions hereinafter described. This authorization is subject to the
provisions
of the Communications Act of 1934, as amended, subsequent Acts of Congress,
international treaties and agreements to which the United States is a
signatory,
and all pertinent rules and regulations of the Federal Communications
Commission,
contained in the Title 47 of the U.S. Code of Federal Regulations.
Initial Grant Date September 17, 1996
Five-year Build Out Date September 17, 2001
Expiration Date September 17, 2006
CONDITIONS.
Pursuant to Section 309(h) of the Communications Act of 1934, as amended,
(47 U.S.C. Sec. 309(h)), this license is subject to the following conditions:
This
license does not vest in the licensee any right to operate a station nor any
right
in the use of frequencies beyond the term thereof nor in any other manner than
authorized herein. Neither this license nor the right granted thereunder shall
be
assigned or otherwise transferred in violation of the Communications Act of
1934,
as amended (47 U.S.C. Sec. 151, et seq.). This license is subject in terms to
the
right of use or control conferred by Section 706 of the Communications Act of
1934, as amended
(47 U.S.C. Sec. 606).
Conditions continued on Page 2.
WAIVERS:
No waivers associated with this authorization.
Issue Date: November 18, 1996 FCC Form 463a
CONDITIONS:
This authorization is subject to the condition that, in the event that systems
using the same
frequencies as granted herein are authorized in an adjacent foreign territory
(Canada/United States), future coordination of any base station transmitters
within 72 km
(45 miles) of the United States/Canada border shall be required to eliminate
any harmful
interference to operations in the adjacent foreign territory and to ensure
continuance of
equal access to the frequencies by both countries.
This authorization is conditioned upon the full and timely payment of all
monies due pursuant
to Sections 1.2110 and 24.711 of the Commission's Rules and the terms of the
Commission's
installment plan as set forth in the Note and Security Agreement executed by
the licensee.
Failure to comply with this condition will result in the automatic cancellation
of this
authorization.
Issue Date: November 18, 1996 FCC Form 463a
Installment Payment Plan Note
(Broadband Personal Communications Service, C Block): Auction Event No.5)
US $2,137,046.63
Washington, D.C. License No. :PBB28OC
September 17, 1996
FOR VALUE RECEIVED, the undersigned, 21st CENTURY TELESIS JOINT VENTURE, a
Delaware General
Partnership ("Maker"), promises to pay to the order of the FEDERAL
COMMUNICATIONS
COMMISSION, an independent regulatory agency of the United States ("Payee" or
"Commission"),
the principal sum of 2,137,046.63 DOLLARS ("Principal Amount"), together with
accrued
interest, computed at the annual rate of seven percent (7.00%) per annum,
("Annual Rate") on
the unpaid Principal Amount hereof, from the date of this Note until the date
the entire
Principal Amount has been paid in full.
Interest and principal shall be payable as set forth below and in accordance
with Schedule A
attached hereto and made a part hereof:
Interest only, at the Annual Rate from the date hereof until the last day of
the month
ninety (90) days hence, shall be due and payable on December 31, 1996 in the
amount of
$43,033.68. Commencing December 31, 1996, Maker shall pay interest only at the
Annual Rate,
in equal consecutive quarterly installments of $37,398.32, due on the last day
of the month
and every ninety (90) days thereafter from December 31, 1996 through September
30, 2002.
Commencing December 31, 2002, Maker shall pay principal and interest in equal
quarterly
installments of $154,293.86, due on the last day of each month ninety (90) days
hence
through and including June 30, 2006.
The entire unpaid Principal Amount, together with accrued and unpaid interest
thereon, and
all remaining obligations of Maker hereunder, shall be due and payable on
September 17, 2006
("Maturity Date").
All interest shall be computed on the basis of a 360-day year for actual days
elapsed.
All payments to be made hereunder, of principal, interest, costs, expenses, or
other sums
due hereunder, shall be made to the holder of this Note in lawful money of the
United States
of America which at the time of payment shall be legal tender for the payment
of public and
private debts, free and clear and without reduction by reason of any present or
future
income, stamp or other taxes, levies, imposts, deductions, charges, compulsory
loans or
withholdings whatsoever, including interest thereon or penalties with respect
thereto, if
any imposed, assessed, levied or collected by any political subdivision or
taxing authority
thereof or therein, on or in respect of this Note or the obligations it
evidences. All
payments shall be made during normal business hours at the Commission's
designated lockbox
location as set forth from time to tnne in the Commission's then-applicable
orders and
regulations and/or public notices.
This Note is secured by, and entitled to the benefits of, a Security Agreement
(the
"Security Agreement") of even date between Maker and Payee. All the terms,
covenants,
conditions and agreements contained in the Security Agreement are hereby
incorporated herein
and made part of this Note to the same extent and effect as if fully set forth
herein. It is
expressly understood by Maker that all of the terms of the Security Agreement
apply to this
Note and that reference in the Security Agreement to "this Agreement" includes
both the
Security Agreement and this Note.
IT IS HEREBY EXPRESSLY AGREED THAT TIME IS OF THE ESSENCE FOR THE PERFORMANCE
OF ALL TERMS
AND CONDITIONS UNDER THIS NOTE AND THE SECURITY AGREEMENT.
A default under this Note ("Event of Default") shall occur upon any or all of
the following:
a. non-payment by Maker of any Principal or Interest on the due date as
specified
hereinabove if the Maker remains delinquent for more than 90 days and
(1) Maker has not submitted a request, in writing, for a grace period
or extension of payments, if any such grace period or extension of
payments is provided for in the then-applicable orders and regulations of
the Commission; or
(2) (2) Maker has submitted a request, in writing, for a grace period
or extension of payments, if any such grace period or extension of
payments is provided for in the then-applicable orders and regulations of
the Commission, and following the expiration of the grant of such grace
period or extension or upon denial of such a request for a grace period or
extension, Maker has not resumed payments of Interest and Principal in
accordance with the terms of this Note;
or;
b. failure by Maker to comply with any other condition for holding the above
referenced license (as defined in the Security Agreement) as set forth in the
license
or in the Communications Act of 1934, as amended, or the then-applicable orders
and
regulations of the Commission; or
c. violation by Maker of any other covenant or term of this Note or the
Security
Agreement.
Upon any Event of Default under this Note, Payee may assess a late fee and/or
administrative charge, plus the costs of collection, litigation, attorneys'
fees, and default payment as specified in the then-applicable orders and
regulations of the Commission, as amended, and Maker acknowledges that it is
liable and herein expressly promises to pay on demand such additional costs,
expenses, late charges, administrative charges, attorneys fees, and default
payment. Upon a default under this Note, the unpaid Principal Amount, plus all
unpaid interest accrued thereon, together with any late fee and/or
administrative charge, plus the costs of collection, litigation, attorneys'
fees, and default payment as specified in the then-applicable orders and
regulations of the Commission, as amended, shall become immediately due and
payable. The Maker hereby acknowledges that the Commission has issued Maker the
above referenced license pursuant to the Communications Act of 1934, as
amended, that is conditioned upon full and timely payment of financial
obligations under the Commission's installment payment plan, as set forth in
the then-applicable orders and regulations of the Commission, as amended, and
that the sanctions and enforcement authority of the Commission shall remain
applicable in the event of a failure to comply with the terms and conditions of
the license, regardless of the enforceability of this Note or the Security
Agreement.
No delay or omission on the part of Payee in exercising any right under this
Note,
the Security Agreement, or any other instrument securing this Note, shall
operate as a waiver of such right or of any other right of Payee, nor shall any
waiver by Payee of any such right or rights on any one occasion be deemed a bar
to or waiver of the same right or rights on any future occasion.
The Maker is liable for all costs of collection or enforcement of the Payee's
rights under
this Note or under the Security Agreement or under any other instrument now or
hereafter
executed by Maker in favor of Payee which in any manner evidences or
constitutes additional
security for this Note, including reasonable attorneys' fees, whether suit is
brought or
not, and all such costs shall be paid by the Maker on demand, and whether or
not such
collection or enforcement occurs in any bankruptcy, reorganization,
receivership or other
proceedings involving creditors' rights or involving a claim under this Note or
any of the
other loan documents.
Maker, all endorsers and guarantors hereof and any other party who may become
liable for all
or any part of the obligation evidenced hereby, waive presentment for payment,
notice or
dishonor, protest and notice of protest, notice of nonpayment and any and all
lack of
diligence or delays in collection or enforcement of this Note.
Maker may prepay all or any part of the Principal Amount without premium or
penalty upon ten
(10) days' prior written notice to Payee, given in the manner provided in the
Security
Agreement.
Partial prepayments shall not postpone or reduce regular payments to be made
hereunder. All
such prepayments shall be applicable first to the payment of late charges, if
any, costs and
expenses, and administrative penalties due hereunder, then to accrued and
unpaid interest,
then to that portion of the unpaid Principal Amount due on the Maturity Date
and then, if
applicable, to any unpaid installments of principal in the inverse order of
installment
maturities. The Payee may require that any partial prepayments be made on the
dates
installments of principal and interest are due hereunder.
Anything to the contrary notwithstanding, Payee shall not charge, take or
receive, and Maker
shall not be obligated to pay to Payee, any amounts constituting interest on
the Principal
Amount in excess of the maximum rate permitted by applicable law. If by reason
of the
acceleration of the unpaid Principal Amount or otherwise, interest in excess of
the highest
legal contract rate permitted by applicable law shall at any time be paid, any
such excess
shall constitute and be treated as a payment of outstanding principal hereunder
and shall
operate to reduce such outstanding Principal Amount.
ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS NOTE,
THE SECURITY AGREEMENT, OR OTHER DOCUMENTS EVIDENCING
OR SECURING THE DEBT TRANSACTION EVIDENCED HEREBY MAY
ONLY BE BROUGHT IN THE UNITED STATES DISTRICT COURT FOR
THE DISTRICT OF COLUMBIA, AND, BY EXECUTION AND DELIVERY OF
THIS NOTE AND SECURITY AGREEMENT, THE MAKER HEREBY
ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY GENERALLY
AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID
COURT. THE PARTIES HERETO HEREBY IRREVOCABLY WMVE ANY
OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO
THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENS, WHICH ANY OF THEM MAY NOW OR HEREAFTER HAVE
TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN THE
DISTRICT OF COLUMBIA.
THE MAKER IRREVOCABLY CONSENTS TO THE SERVICE OF
PROCESS OF THE AFOREMENTIONED COURT IN ANY SUCH ACTION OR
PROCEEDING BY THE MAILING OF A COPY THEREOF BY CERTIFIED
MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID, TO THE
MAKER AT ITS ADDRESS PROVIDED HEREIN. SUCH SERVICE SHALL
BE DEEMED TO HAVE OCCURRED ON THE THIRD DAY AFTER SUCH
MAILING. NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHT
OF PAYEE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED
BY LAW OR COMMENCE LEGAL PROCEEDINGS OR OTHERWISE
PROCEED AGAINST THE MAKER IN ANY OTHER JURISDICTION.
EACH OF THE PARTIES HERETO HEREBY KNOWINGLY,
WILLINGLY, VOLUNTARILY, UNCONDITIONALLY, IRREVOCABLY AND
INTENTIONALLY FOREVER WAIVES ANY RIGHT IT MAY HAVE TO
TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE, THE
SECURITY AGREEMENT, OR OTHER DOCUMENTS EVIDENCING OR
SECURING THE DEBT TRANSACTION EVIDENCED HEREBY, ANY
COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (VERBAL
OR WRITTEN) OR ACTION OF ANY PERSON OR ANY EXERCISE BY ANY
PARTY OF THEIR RESPECTIVE RIGHTS UNDER THIS TRANSACTION,
DOCUMENT OR ANY RELATED DOCUMENT OR IN ANY WAY RELATING
TO THE COLLATERAL (INCLUDING, WITHOUT LIMITATION, ANY
ACTION TO RESCIND OR CANCEL THIS TRANSACTION OR ANY
CLAIMS OR DEFENSES ASSERTING THAT THIS TRANSACTION, IN
WHOLE OR IN PART, WAS FRAUDULENTLY INDUCED OR IS
OTHERWISE VOID OR VOIDABLE). MAKER REPRESENTS THAT NO
ORAL OR WRITTEN STATEMENTS HAVE BEEN MADE BY ANY PARTY
TO INCLUDE THIS SUBMISSION OR JURISDICTION AND WMVER OF
TRAIL BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS STATED
EFFECT. MAKER FURTHER REPRESENTS THAT IT HAS BEEN
REPRESENTED BY INDEPENDENT COUNSEL, SELECTED BY ITS OWN
FREE WILL, IN SIGMNG THIS NOTE AND IN THE MAKING OF THIS
WAIVER AND THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS
WAIVER WITH SUCH COUNSEL. THIS PROVISION IS A MATERIAL
INDUCEMENT FOR PAYEE TO ENTER INTO THIS TRANSACTION AND
THE VARIOUS DOCUMENTS RELATED THERETO.
Maker acknowledges that this Note and Security Agreement (any attachments
affixed thereto by
the Commission with the permission and knowledge of the Maker/Debtor), along
with the then-
current applicable Commission orders and regulations and the Communications Act
of 1934, as
amended, set forth the entire agreement, written and oral, of the parties, and
all
inconsistent prior statements, understandings, notices, representations and
agreements
between the parties, oral or written, are superseded by and merged in this
Note, the
Security Agreement or other documents evidencing or securing the debt
transaction evidenced
hereby. Except as otherwise expressly provided herein, all of Payee's
representations,
warranties, covenants and agreements in this Note and Security Agreement shall
merge in the
documents and agreements executed by the Maker and shall not survive said
execution.
If any provision or part of this Note and/or the Security Agreement shall for
any reason be
held or deemed to be invalid, illegal, or unenforceable in any respect, such
invalidity,
illegality or unenforceability shall not affect any other provision of this
Note and this
Note shall be construed as if such invalid, illegal or unenforceable provision
had never
been contained herein and the remaining provisions of this Note shall remain in
full force
and effect. The enforceability of the Note and/or the Security Agreement do not
alter the
rights and obligations of the Maker and Payee under the Communications Act of
1934, as
amended, or under the then-applicable orders and regulations of the Commission,
as amended.
Any notice demand or request hereunder shall be given in the manner set forth
in the
Security Agreement. This Note shall be governed by and construed in accordance
with the
Communications Act of 1934, as amended, the then-applicable orders and
regulations of the
Commission, and federal law. Nothing in this Note shall be deemed to modify any
then-
applicable orders and regulations of the Commission, and nothing in this Note
shall be
deemed to release the Maker from compliance therewith. This Note may not be
changed,
modified, waived, terminated or discharged orally, but only by an agreement in
writing
executed by the party against whom enforcement of any such change,
modification, waiver,
termination, or discharge is sought.
Maker represents and warrants that any statements made by or on behalf of Maker
in
connection with this Note: (I) are true and accurate in all material respects;
and (ii) do
not omit any material facts or information that would make such statement
misleading in the
context of Payee's evaluation of the note, and acknowledges and agrees that
Payee is
entitled to and his relied on such statements in agreeing to the Note.
Payee shall have the right at any time to assign, endorse, pledge, convey or
otherwise
transfer this Note and all of the other loan documents to any party. From and
after the date
of such assignment, endorsement, pledge, conveyance or other transfer, such
transferee shall
be entitled to exercise any and all rights and remedies of Payee hereunder.
Maker shall not
assign, convey or otherwise transfer its rights and obligations hereunder
without the prior
written consent of the Commission.
Date: 11-26-96 21st Century Telesis Joint Venture [NAME
OF MAKER]
By: Philip J. Chasmar
Its: Secretary
License Number: PBB28OC
INSTALLMENT PLAN C AMORTIZATION SCHEDULE
for Federal Communications Commission Broadband Personal Communications
Service, C-Block
Licenses
(Interest-only Payments for the First Six Years)
Orig Balance Orig Rate Term (yrs) 1st PMT Future Value
$2,137,046.63 7.00% 10 Dec-96 $0
<CAPTION>
Pmt# Date Yr RateP&I Pmnt Principal Interest Extra
New
Balance Cum. Int. Yearly Total
Prin (Prin Only) Amt
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 Dec-96 7.00% $43,033.68 $0.00 $43,033.68 $0.00 $2,137
,046.63 $43,033.68 $43,033.68
2 Mar-97 7.00% $37,398.32 $0.00 $37,398.32 $0.00 $2,137
,046.63 $80,431.99 $37,398.32
3 Jun-97 7.00% $37,398 32 $0.00 $37,398.32 $0.00 $2,137
,046.63 $117,830.31 $74,796.63
4 Sep-97 7.00% $37,398.32 $0.00 $37,398.32 $0.00 $2,137
,046.63 $155,228.63 $112,194.95
5 Dec-97 7.00% $37,398.32 $0.00 $37,398.32 $0.00 $2,137
,046.63 $192,626.94 $149,593.26
6 Mar-98 7.00% $37,398.32 $0.00 $37,398.32 $0.00 $2,137
,046.63 $230,025.26 $37,398.32
7 Jun-98 7.00% $37,398.32 $0.00 $37,398.32 $0.00 $2,137
,046.63 $267,423.57 $74,796.63
8 Sep-98 7.00% $37,398.32 $0.00 $37,398.32 $0.00 $2,137
,046.63 $304,821.89 $112,194.95
9 Dec-98 7.00% $37,398.32 $0.00 $37,398.32 $0.00 $2,137
,046.63 $342,220.21 $149,593.26
10 Mar-99 7.00% $37,398.32 $0.00 $37,398.32 $0.00 $2,137
,046.63 $379,618.52 $37,398.32
11 Jun-99 7.00% $37,398.32 $0.00 $37,398.32 $0.00 $2,137
,046.63 $417,016.84 $74,796.63
12 Sep-99 7.00% $37,398.32 $0.00 $37,398.32 $0.00 $2,137
,046.63 $454,415.15 $112,194.95
13 Dec-99 7.00% $37,398.32 $0.00 $37,398.32 $0.00 $2,137
,046.63 $491,813.47 $149,593.26
14 Mar-2000 7.00% $37,398.32 $0.00 $37,398.32 $0.00 $2,137
,046.63 $529,211.79 $37,398.32
15 Jun-2000 7.00% $37,398.32 $0.00 $37,398.32 $0.00 $2,137
,046.63 $566,610.10 $74,796.63
16 Sep-2000 7.00% $37,398.32 $0.00 $37,398.32 $0.00 $2,137
,046.63 $604,008.42 $112,194.95
17 Dec-2000 7.00% $37,398.32 $0.00 $37,398.32 $0.00 $2,137
,046.63 $641,406.74 $149,593.26
18 Mar-2001 7.00% $37,398.32 $0.00 $37,398.32 $0.00 $2,137
,046.63 $678,805.05 $37,398.32
19 Jun-2001 7.00% $37,398.32 $0.00 $37,398.32 $0.00 $2,137
,046.63 $716,203.37 $74,796.63
20 Sep-2001 7.00% $37,398.32 $0.00 $37,398.32 $0.00 $2,137
,046.63 $753,601.68 $112,194.95
21 Dec-2001 7.00% $37,398.32 $0.00 $37,398.32 $0.00 $2,137
,046.63 $791,000.00 $149,593.26
22 Mar-2002 7.00% $37,398.32 $0.00 $37,398.32 $0.00 $2,137
,046.63 $828,398.32 $37,398.32
23 Jun-2002 7.00% $37,398.32 $0.00 $37,398.32 $0.00 $2,137
,046.63 $865,796.63 $74,796.63
24 Sep-2002 7.00% $37,398.32 $0.00 $37,398.32 $0.00 $2,137
,046.63 $903,194.95 $112,194.95
25 Dec-2002 7.00% $154,293.86 $116,895.54 $37,398.32 $0.00
$2,02
0,151.09 $940,593.27 $149,593.27
26 Mar-2003 7.00% $154,293.86 $118,941.22 $35,352.64 $0.00
$1,90
1,209.87 $975,945.91 $35,352.64
27 Jun-2003 7.00% $154,293.86 $121,022.69 $33,271.17 $0.00
$1,78
0,187.18 $1,009,217.08 $68,623.81
28 Sep-2003 7.00% $154,293.86 $123,140.58 $31,153.28 $0.00
$1,65
7,046.60 $1,040,370.36 $99,777.09
29 Dec-2003 7.00% $154,293.86 $125,295.54 $28,998.32 $0.00
$1,53
1,751.06 $1,069,368.68 $128,775.41
30 Mar-2004 7.00% $154,293.86 $127,488.22 $26,805.64 $0.00
$1,40
4,262.84 $1,096,174.32 $26,805.64
31 Jun-2004 7.00% $154,293.86 $129,719.26 $24,574.60 $0.00
$1,27
4,543.58 $1,120,748.92 $51,380.24
32 Sep-2004 7.00% $154,293.86 $131,989.35 $22,304.51 $0.00
$1,14
2,554.23 $1,143,053.43 $73,684.75
33 Dec-2004 7.00% $154,293.86 $134,299.16 $19,994.70 $0.00
$1,00
8,255.07 $1,163,048.13 $93,679.45
34 Mar-2005 7.00% $154,293.86 $136,649.40 $17,644.46 $0.00
$871,
605.67 $1,180,692.59 $17,644.46
35 Jun-2005 7.00% $154,293.86 $139,040.76 $15,253.10 $0.00
$732,
564.91 $1,195,945.69 $32,897.56
36 Sep-2005 7.00% $154,293.86 $141,473.97 $12,819.89 $0.00
$591,
090.94 $1,208,765.58 $45,717.45
37 Dec-2005 7.00% $154,293.86 $143,949.77 $10,344.09 $0.00
$447,
141.17 $1,219,109.67 $10,344.09
38 Mar-2006 7.00% $154,293.86 $146,468.89 $7,824.97 $0.00 $300,6
72.28 $1,226,934.64 $18,169.06
39 Jun-2006 7.00% $154,293.86 $149,032.10 $5,261.76 $0.00 $151,6
40.18 $1,232,196.40 $23,430.82
40 Sep-2006 7.00% $153,937.63 $151,640.18 $2,297.45 $0.00 $0.00
$1,234,493.85 $25,728.27
License Grant date: September 17, 1996
First and last payments prorated based on the above license grant date.
</TABLE>
<TABLE>
United States of America
Federal Communicafions Commission
RADIO STATION AUTHORIZATION
Commercial Mobile Radio Services
Personal Communications Service - Broadband
Call Sign: KNLF3O8
21st CENTURY TELESIS JOINT VENTURE
ATTN: PHILIP J. CHASMAR Market: B233
4665 MACARTHUR COURT SUITE IOOC KOKOMO-LOGANSPORT, IN
NEWPORT BEACH, CA 92660
Channel Block: C
File Number: 00456-CW-L-96
The licensee hereof is authorized, for the period indicated, to construct and
operate radio transmitting facilities in accordance with the terms and
conditions
hereinafter described. This authorization is subject to the provisions of the
Communications Act of 1934, as amended, subsequent Acts of Congress,
international
treaties and agreements to which the United States is a signatory, and all
pertinent
rules and regulations of the Federal Communications Commission, contained in
the Title
47 of the U.S. Code of Federal Regulations.
Initial Grant Date September 17, 1996
Five-year Build Out Date September 17, 2001
Expiration Date September 17, 2006
CONDITIONS.
Pursuant to Section 309(h) of the Communications Act of 1934, as amended, (47
U.S.C. Sec. 309(h)), this license is subject to the following conditions: This
license
does not vest in the licensee any right to operate a station nor any right in
the use
of frequencies beyond the term thereof nor in any other manner than authorized
herein.
Neither this license nor the right granted thereunder shall be assigned or
otherwise
transferred in violation of the Communications Act of 1934, as amended (47
U.S.C. Sec.
151, et seq.). This license is subject in terms to the right of use or control
conferred by Section 706 of the Communications Act of 1934, as amended
(47 U.S.C. Sec. 606).
Conditions continued on Page 2.
WAIVERS:
No waivers associated with this authorization.
Issue Date: November 18, 1996 FCC Form 463a
CONDITIONS:
This authorization is subject to the condition that, in the event that systems
using
the same frequencies as granted herein are authorized in an adjacent foreign
territory
(Canada/United States), future coordination of any base station transmitters
within 72 km
(45 miles) of the United States/Canada border shall be required to eliminate
any harmful
interference to operations in the adjacent foreign territory and to ensure
continuance of
equal access to the frequencies by both countries.
This authorization is conditioned upon the full and timely payment of all
monies due
pursuant to Sections 1.2110 and 24~7l I of the Commission's Rules and the terms
of the
Commission's installment plan as set forth in the Note and Security Agreement
executed by
the licensee. Failure to comply with this condition will result in the
automatic
cancellation of this authorization.
Issue Date: November 18, 1996 FCC Form 463a
Installment Payment Plan Note
(Broadband Personal Communications Service, C Block): Auction Event No.5)
US $3,534,161.63 Washington, D.C.
License No. :PBB233C
September 17, 1996
FOR VALUE RECEIVED, the undersigned, 21st Century Telesis Joint Venture, a
Delaware General Partnership ("Maker"), promises to pay to the order of the
FEDERAL
COMMUNICATIONS COMMISSION, an independent regulatory agency of the United
States ("Payee" or
"Commission"), the principal sum of 3,534,161.63 DOLLARS ("Principal Amount"),
together with
accrued interest, computed at the annual rate of seven percent (7.00%) per
annum, ("Annual
Rate") on the unpaid Principal Amount hereof, from the date of this Note until
the date the
entire Principal Amount has been paid in full.
Interest and principal shall be payable as set forth below and in accordance
with
Schedule A attached hereto and made a part hereof:
Interest only, at the Annual Rate from the date hereof until the last day of
the
month ninety (90) days hence, shall be due and payable oh December 31, 1996 in
the amount of
$71,167.36. Commencing December 31, 1996, Maker shall pay interest only at the
Annual Rate,
in equal consecutive quarterly installments of $61,847.83, due on the last day
of the month
and every ninety (90) days thereafter from December 31, 1996 through September
30, 2002.
Commencing December 31, 2002, Maker shall pay principal and interest in equal
quarterly installments of $255,164.97, due on the last day of each month ninety
(90) days
hence through and including June 30, 2006.
The entire unpaid Principal Amount, together with accrued and unpaid interest
thereon, and all remaining obligations of Maker hereunder, shall be due and
payable on
September 17, 2006 ("Maturity Date"). All interest shall be computed on the
basis of a
360-day year for actual days elapsed.
All payments to be made hereunder, of principal, interest, costs, expenses, or
other sums due hereunder, shall be made to the holder of this Note in lawful
money of the
United States of America which at the time of payment shall be legal tender for
the payment
of public and private debts, free and clear and without reduction by reason of
any present
or future income, stamp or other taxes, levies, imposts, deductions, charges,
compulsory
loans or withholdings whatsoever, including interest thereon or penalties with
respect
thereto, if any imposed, assessed, levied or collected by any political
subdivision or
taxing authority thereof or therein, on or in respect of this Note or the
obligations it
evidences. All payments shall be made during normal business hours at the
Commission's
designated lockbox location as set forth from time to time in the Commission's
then-
applicable orders and regulations and/or public notices.
This Note is secured by, and entitled to the benefits of, a Security Agreement
(the "Security Agreement") of even date between Maker and Payee. All the terms,
covenants,
conditions and agreements contained in the Security Agreement are hereby
incorporated herein
and made part of this Note to the same extent and effect as if fully set forth
herein. It is
expressly understood by Maker that all of the terms of the Security Agreement
apply to this
Note and that reference in the Security Agreement to "this Agreement" includes
both the
Security Agreement and this Note.
IT IS HEREBY EXPRESSLY AGREED THAT TIME IS OF THE ESSENCE FOR THE PERFORMANCE
OF
ALL TERMS AND CONDITIONS UNDER THIS NOTE AND THE SECURITY AGREEMENT.
A default under this Note ("Event of Default") shall occur upon any or all of
the
following:
a. non-payment by Maker of any Principal or Interest on the due date as
specified
hereinabove if the Maker remains delinquent for more than 90 days and
(1) Maker has not submitted a request, in writing, for a grace
period or extension of payments, if any such grace period or extension of
payments is provided for in the then-applicable orders and regulations of
the Commission; or
(2) Maker has submitted a request, in writing, for a grace
period or extension of payments, if any such grace period or extension of
payments is provided for in the then-applicable orders and regulations of
the Commission, and following the expiration of the grant of such grace
period or extension or upon denial of such a request for a grace period or
extension, Maker has not resumed payments of Interest and Principal in
accordance with the terms of this Note;
or;
b. failure by Maker to comply with any other condition for holding the above
referenced license (as defined in the Security Agreement) as set forth in the
license
or in the Communications Act of 1934, as amended, or the then-applicable orders
and
regulations of the Commission; or
c. violation by Maker of any other covenant or term of this Note or the
Security
Agreement.
Upon any Event of Default under this Note, Payee may assess a late fee and/or
administrative charge, plus the costs of collection, litigation, attorneys'
fees, and
default payment as specified in the then-applicable orders and regulations of
the
Commission, as amended, and Maker acknowledges that it is liable and herein
expressly
promises to pay on demand such additional costs, expenses, late charges,
administrative
charges, attorneys fees, and default payment. Upon a default under this Note,
the unpaid
Principal Amount, plus all unpaid interest accrued thereon, together with any
late fee
and/or administrative charge, plus the costs of collection, litigation,
attorneys' fees,
and default payment as specified in the then-applicable orders and regulations
of the
Commission, as amended, shall become immediately due and payable. The Maker
hereby
acknowledges that the Commission has issued Maker the above referenced license
pursuant
to the Communications Act of 1934, as amended, that is conditioned upon full
and timely
payment of financial obligations under the Commission's installment payment
plan, as set
forth in the then-applicable orders and regulations of the Commission, as
amended, and
that the sanctions and enforcement authority of the Commission shall remain
applicable
in the event of a failure to comply with the terms and conditions of the
license,
regardless of the enforceability of this Note or the Security Agreement.
No delay or omission on the part of Payee in exercising any right under this
Note, the
Security Agreement, or any other instrument securing this Note, shall operate
as a
waiver of such right or of any other right of Payee, nor shall any waiver by
Payee of
any such right or rights on any one occasion be deemed a bar to or waiver of
the same
right or rights on any future occasion.
The Maker is liable for all costs of collection or enforcement of the Payee's
rights under this Note or under the Security Agreement or under any other
instrument now or
hereafter executed by Maker in favor of Payee which in any manner evidences or
constitutes
additional security for this Note, including reasonable attorneys' fees,
whether suit is
brought or not, and all such costs shall be paid by the Maker on demand, and
whether or not
such collection or enforcement occurs in any bankruptcy, reorganization,
receivership or
other proceedings involving creditors' rights or involving a claim under this
Note or any of
the other loan documents.
Maker, all endorsers and guarantors hereof and any other party who may become
liable for all or any part of the obligation evidenced hereby, waive
presentment for
payment, notice or dishonor, protest and notice of protest, notice of
nonpayment and any and
all lack of diligence or delays in collection or enforcement of this Note.
Maker may prepay all or any part of the Principal Amount without premium or
penalty upon ten (10) days' prior written notice to Payee, given in the manner
provided in
the Security Agreement.
Partial prepayments shall not postpone or reduce regular payments to be made
hereunder. All such prepayments shall be applicable first to the payment of
late charges, if
any, costs and expenses, and administrative penalties due hereunder, then to
accrued and
unpaid interest, then to that portion of the unpaid Principal Amount due on the
Maturity
Date and then, if applicable, to any unpaid installments of principal in the
inverse order
of installment maturities. The Payee may require that any partial prepayments
be made on the
dates installments of principal and interest are due hereunder.
Anything to the contrary notwithstanding, Payee shall not charge, take or
receive,
and Maker shall not be obligated to pay to Payee, any amounts constituting
interest on the
Principal Amount in excess of the maximum rate permitted by applicable law. If
by reason of
the acceleration of the unpaid Principal Amount or otherwise, interest in
excess of the
highest legal contract rate permitted by applicable law shall at
any time be paid, any such excess shall constitute and be treated as a payment
of
outstanding principal hereunder and shall operate to reduce such outstanding
Principal
Amount.
ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS NOTE,
THE SECURITY AGREEMENT, OR OTHER DOCUMENTS EVIDENCING
OR SECURING THE DEBT TRANSACTION EVIDENCED HEREBY MAY
ONLY BE BROUGHT IN THE UNITED STATES DISTRICT COURT FOR
THE DISTRICT OF COLUMBIA, AND, BY EXECUTION AND DELIVERY OF
THIS NOTE AND SECURITY AGREEMENT, THE MAKER HEREBY
ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY GENERALLY
AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID
COURT. THE PARTIES HERETO HEREBY IRREVOCABLY WMVE ANY
OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO
THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENS, WHICH ANY OF THEM MAY NOW OR HEREAFTER HAVE
TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN THE
DISTRICT OF COLUMBIA.
THE MAKER IRREVOCABLY CONSENTS TO THE SERVICE OF
PROCESS OF THE AFOREMENTIONED COURT IN ANY SUCH ACTION OR
PROCEEDING BY THE MAILING OF A COPY THEREOF BY CERTIFIED
MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID, TO THE
MAKER AT ITS ADDRESS PROVIDED HEREIN. SUCH SERVICE SHALL
BE DEEMED TO HAVE OCCURRED ON THE THIRD DAY AFTER SUCH
MAILING. NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHT
OF PAYEE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED
BY LAW OR COMMENCE LEGAL PROCEEDINGS OR OTHERWISE
PROCEED AGAINST THE MAKER IN ANY OTHER JURISDICTION.
EACH OF THE PARTIES HERETO HEREBY KNOWINGLY,
WILLINGLY, VOLUNTARILY, UNCONDITIONALLY, IRREVOCABLY AND
INTENTIONALLY FOREVER WAIVES ANY RIGHT IT MAY HAVE TO
TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE, THE
SECURITY AGREEMENT, OR OTHER DOCUMENTS EVIDENCING OR
SECURING THE DEBT TRANSACTION EVIDENCED HEREBY, ANY
COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (VERBAL
OR WRITTEN) OR ACTION OF ANY PERSON OR ANY EXERCISE BY ANY
PARTY OF THEIR RESPECTIVE RIGHTS UNDER THIS TRANSACTION,
DOCUMENT OR ANY RELATED DOCUMENT OR IN ANY WAY RELATING
TO THE COLLATERAL (INCLUDING, WITHOUT LIMITATION, ANY
ACTION TO RESCIND OR CANCEL THIS TRANSACTION OR ANY
CLAIMS OR DEFENSES ASSERTING THAT THIS TRANSACTION, IN
WHOLE OR IN PART, WAS FRAUDULENTLY INDUCED OR IS
OTHERWISE VOID OR VOIDABLE). MAKER REPRESENTS THAT NO
ORAL OR WRITTEN STATEMENTS HAVE BEEN MADE BY ANY PARTY
TO INCLUDE THIS SUBMISSION OR JURISDICTION AND WAIVER OF
TRAIL BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS STATED
EFFECT. MAKER FURTHER REPRESENTS THAT IT HAS BEEN
REPRESENTED BY INDEPENDENT COUNSEL, SELECTED BY ITS OWN
FREE WILL, IN SIGNING THIS NOTE AND IN THE MAKING OF THIS
WAIVER AND THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS
WAIVER WITH SUCH COUNSEL. THIS PROVISION IS A MATERIAL
INDUCEMENT FOR PAYEE TO ENTER INTO THIS TRANSACTION AND
THE VARIOUS DOCUMENTS RELATED THERETO.
Maker acknowledges that this Note and Security Agreement (any attachments
affixed thereto by
the Commission with the permission and knowledge of the Maker/Debtor), along
with the then-
current applicable Commission orders and regulations and the Communications Act
of 1934, as
amended, set forth the entire agreement, written and oral, of the parties, and
all
inconsistent prior statements, understandings, notices, representations and
agreements
between the parties, oral or written, are superseded by and merged in this
Note, the
Security Agreement or other documents evidencing or securing the debt
transaction evidenced
hereby. Except as otherwise expressly provided herein, all of Payee's
representations,
warranties, covenants and agreements in this Note and Security Agreement shall
merge in the
documents and agreements executed by the Maker and shall not survive said
execution.
If any provision or part of this Note and/or the Security Agreement shall for
any reason be
held or deemed to be invalid, illegal, or unenforceable in any respect, such
invalidity,
illegality or unenforceability shall not affect any other provision of this
Note and this
Note shall be construed as if such invalid, illegal or unenforceable provision
had never
been contained herein and the remaining provisions of this Note shall remain in
full force
and effect. The enforceability of the Note and/or the Security Agreement do not
alter the
rights and obligations of the Maker and Payee under the Communications Act of
1934, as
amended, or under the then-applicable orders and regulations of the Commission,
as amended.
Any notice demand or request hereunder shall be given in the manner set forth
in the
Security Agreement.
This Note shall be governed by and construed in accordance with the
Communications Act of
1934, as amended, the then-applicable orders and regulations of the Commission,
and federal
law. Nothing in this Note shall be deemed to modify any then-applicable orders
and
regulations of the Commission, and nothing in this Note shall be deemed to
release the Maker
from compliance therewith. This Note may not be changed, modified, waived,
terminated or
discharged orally, but only by an agreement in writing executed by the party
against whom
enforcement of any such change, modification, waiver, termination, or discharge
is sought.
Maker represents and warrants that any statements made by or on behalf of Maker
in
connection with this Note: (I) are true and accurate in all material respects;
and (ii) do
not omit any material facts or information that would make such statement
misleading in the
context of Payee's evaluation of the note, and acknowledges and agrees that
Payee is
entitled to and his relied on such statements in agreeing to the Note.
Payee shall have the right at any time to assign, endorse, pledge, convey or
otherwise
transfer this Note and all of the other loan documents to any party. From and
after the date
of such assignment, endorsement, pledge, conveyance or other transfer, such
transferee shall
be entitled to exercise any and all rights and remedies of Payee hereunder.
Maker shall not
assign, convey or otherwise transfer its rights and obligations hereunder
without the prior
written consent of the Commission.
Date: 11-26-96 21st Century Telesis Joint Venture
[NAME OF MAKER]
By: Philip J. Chasmar
Its: Secretary
License Number: PB5233C
INSTALLMENT PLAN C AMORTIZATION SCHEDULE
for Federal Communications Commission Broadband Personal Communications
Service, C-Block
Licenses
(Interest-only Payments for the First Six Years)
Orig Balance Orig Rate Term (yrs) 1st PMT Future Value
$3,534,161.63 7.00% 10 Dec-96 $0
<caption?
Pmt# Date Yr Rate P&I Payment Principal Int. Extra New
Balance Cum. INT. Yearly Total amt
Prin Prin Only)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 Dec-96 7.00% $71,167.36 $0.00 $71,167.36 $0.00 $3,
534,161.63 $71,167.36 $71,167.36
2 Mar-97 7.00% $61,847.83 $0.00 $61,847.83 $0.00 $3,534
,161.63 $133,015.19 $61,847.83
3 Jun-97 7.00% $61,847.83 $0.00 $61,847.83 $0.00 $3,534
,161.63 $194,863.02 $123,695.66
4 Sep-97 7.00% $61,847.83 $0.00 $61,847.83 $0.00 $3,534
,161.63 $256,710.85 $185,543.49
5 Dec-97 7.00% $61,847.83 $0.00 $61,847.83 $0.00 $3,534
,161.63 $318,558.68 $247,391.31
6 Mar-98 7.00% $61,847.83 $0.00 $61,847.83 $0.00 $3,534
,161.63 $380,406.51 $61,847.83
7 Jun-98 7.00% $61,847.83 $0.00 $61,847.83 $0.00 $3,534
,161.63 $442,254.34 $123,695.66
8 Sep-98 7.00% $61,847.83 $0.00 $61,847.83 $0.00 $3,534
,161.63 $504,102.16 $185,543.49
9 Dec-98 7.00% $61,847.83 $0.00 $61,847.83 $0.00 $3,534
,161.63 $565,949.99 $247,391.31
10 Mar-99 7.00% $61,847.83 $0.00 $61,847.83 $0.00 $3,534
,161.63 $627,797.82 $61,847.83
11 Jun-99 7.00% $61,847.83 $0.00 $61,847.83 $0.00 $3,534
,161.63 $689,645.65 $123,695.66
12 Sep-99 7.00% $61,847.83 $0.00 $61,847.83 $0.00 $3,534
,161.63 $751,493.48 $185,543.49
13 Dec-99 7.00% $61,847.83 $0.00 $61,847.83 $0.00 $3,534
,161.63 $813,341.31 $247,391.31
14 Mar-2000 7.00% $61,847.83 $0.00 $61,847.83 $0.00 $3,534
,161.63 $875,189.14 $61,847.83
15 Jun-2000 7.00% $61,847.83 $0.00 $61,847.83 $0.00 $3,534
,161.63 $937,036.96 $123,695.66
16 Sep-2000 7.00% $61,847.83 $0.00 $61,847.83 $0.00 $3,534
,161.63 $998,884.79 $185,543.49
17 Dec-2000 7.00% $61,847.83 $0.00 $61,847.83 $0.00 $3,534
,161.63 $1,060,732.62 $247,391.31
18 Mar-2001 7.00% $61,847.83 $0.00 $61,847.83 $0.00 $3,534
,161.63 $1,122,580.45 $61,847.83
19 Jun-2001 7.00% $61,847.83 $0.00 $61,847.83 $0.00 $3,534
,161.63 $1,184,428.28 $123,695.66
20 Sep-2001 7.00% $61,847.83 $0.00 $61,847.83 $0.00 $3,534
,161.63 $1,246,276.11 $185,543.49
21 Dec-2001 7.00% $61,847.83 $0.00 $61,847.83 $0.00 $3,534
,161.63 $1,308,123.93 $247,391.31
22 Mar-2002 7.00% $61,847.83 $0.00 $61,847.83 $0.00 $3,534
,161.63 $1,369,971.76 $61,847.83
23 Jun-2002 7.00% $61,847.83 $0.00 $61,847.83 $0.00 $3,534
,161.63 $1,431,819.59 $123,695.66
24 Sep-2002 7.00% $61,847.83 $0.00 $61,847.83 $0.00 $3,534
,161.63 $1,493,667.42 $185,543.49
25 Dec-2002 7.00% $255,164.97 $193,317.14 $61,847.83 $0.00
$3,34
0,844.49 $1,555,515.25 $247,391.32
26 Mar-2003 7.00% $255,164.97 $196,700.19 $58,464.78 $0.00
$3,14
4,144.30 $1,613,980.03 $58,464.78
27 Jun-2003 7.00% $255,164.97 $200,142.44 $55,022.53 $0.00
$2,94
4,001.86 $1,669,002.56 $113,487.31
28 Sep-2003 7.00% $255,164.97 $203,644.94 $51,520.03 $0.00
$2,74
0,356.92 $1,720,522.59 $165,007.34
29 Dec-2003 7.00% $255,164.97 $207,208.72 $47,956.25 $0.00
$2,53
3,148.20 $1,768,478.84 $212,963.59
30 Mar-2004 7.00% $255,164.97 $210,834.88 $44,330.09 $0.00
$2,32
2,313.32 $1,812,808.93 $44,330.09
31 Jun-2004 7.00% $255,164.97 $214,524.49 $40,640.48 $0.00
$2,10
7,788.83 $1,853,449.41 $84,970.57
32 Sep-2004 7.00% $255,164.97 $218,278.67 $36,886.30 $0.00
$1,88
9,510.16 $1,890,335.71 $121,856.87
33 Dec-2004 7.00% $255,164.97 $222,098.54 $33,066.43 $0.00
$1,66
7,411.62 $1,923,402.14 $154,923.30
34 Mar-2005 7.00% $255,164.97 $225,985.27 $29,179.70 $0.00
$1,44
1,426.35 $1,952,581.84 $29,179.70
35 Jun-2005 7.00% $255,164.97 $229,940.01 $25,224.96 $0.00
$1,21
1,486.34 $1,977,806.80 $54,404.66
36 Sep-2005 7.00% $255,164.97 $233,963.96 $21,201.01 $0.00
$977,
522.38 $1,999,007.81 $75,605.67
37 Dec-2005 7.00% $255,164.97 $238,058.33 $17,106.64 $0.00
$739,
464.05 $2,016,114.45 $17,106.64
38 Mar-2006 7.00% $255,164.97 $242,224.35 $12,940.62 $0.00
$497,
239.70 $2,029,055.07 $30,047.26
39 Jun-2006 7.00% $255,164.97 $246,463.28 $8,701.69 $0.00 $250,7
76.42 $2,037,756.76 $38,748.95
40 Sep-2006 7.00% $254,575.85 $250,776.42 $3,799.43 $0.00 $0.00
$2,041,556.19 $42,548.38
License Grant date: September 17, 1996
First and last payments prorated based on the above license grant date.
</TABLE>
<TABLE>
United States of America
Federal Communications Commission
RADIO STATION AUTHORIZATION
Commercial Mobile Radio Services
Personal Communications Service - Broadband
Call Sign: KN LF309
21st CENTURY TELESIS JOINT VENTURE
ATTN: PHILIP J. CHASMAR Market: B424
4665 MACARTHUR COURT SUITE IOOC SOUTH BEND-MISHAWAKA,IN
NEWPORT BEACH, CA 92660
Channel Block: C
File Number: 00457-CW-L-96
The licensee hereof is authorized, for the period indicated, to construct and
operate radio
transmitting facilities in accordance with the terms and conditions hereinafter
described.
This authorization is subject to the provisions of the Communications Act of
1934, as
amended, subsequent Acts of Congress, international treaties and agreements to
which the
United States is a signatory, and all pertinent rules and regulations of the
Federal
Communications Commission, contained in the Title 47 of the U.S. Code of
Federal
Regulations.
Initial Grant Date September 17,1996
Five-year Build Out Date September 17, 2001
Expiration Date September 17, 2006
Pursuant to Section 309(h) of the Communications Act of 1934, as amended, (47
U.S.C. Sec.
309(h)), this license is subject to the following conditions: This license does
not vest in
the licensee any right to operate a station nor any right in the use of
frequencies beyond
the term thereof nor in any other manner than authorized herein. Neither this
license nor
the right granted thereunder shall be assigned or otherwise transferred in
violation of the
Communications Act of 1934, as amended (47 U.S.C. Sec. 151, et seq.). This
license is
subject in terms to the right of use or control conferred by Section 706 of the
Communications Act of 1934, as amended
(47 U.S.C. Sec. 606).
Conditions continued on Page 2.
WAIVERS:
No waivers associated with this authorization.
Issue Date: November 18, 1996 FCC Form 463a
CONDITIONS:
This authorization is subject to the condition that, in the event that systems
using the
same frequencies as granted herein are authorized in an adjacent foreign
territory
(Canada/United States), ft~ture coordination of any base station transmitters
within 72 km
(45 miles) of the United States/Canada border shall be required to eliminate
any harmtul
interference to operations in the adjacent foreign territory and to ensure
continuance of
equal access to the frequencies by both countries.
This authorization is conditioned upon the tull and timely payment of all
monies due
pursuant to Sections 1.2110 and 24.711 of the Commission's Rules and the terms
of the
Commission's installment plan as set forth in the Note and Security Agreement
executed by
the licensee. Failure to comply with this condition will result in the
automatic
cancellation of this authorization.
Issue Date: November 18, 1996 FCC Form 463a
Installment Payment Plan Note
(Broadband Personal Communications Service, C Block): Auction Event No.5)
US $11,904,161.63
Washington, D.C. License No. :PBB424C
September 17, 1996
FOR VALUE RECEIVED, the undersigned, 21st CENTURY TELESIS
JOINT VENTURE, a Delaware Corporation ("Maker"), promises to pay to the order
of the FEDERAL
COMMUNICATIONS COMMISSION, an independent regulatory agency of the United
States ("Payee" or
"Commission"), the principal sum of 11,904,161.63 DOLLARS ("Principal Amount"),
together
with accrued interest, computed at the annual rate of seven percent (7.00%) per
annum,
("Annual Rate") on the unpaid Principal Amount hereof, from the date of this
Note until the
date the entire Principal Amount has been paid in full.
Interest and principal shall be payable as set forth below and in accordance
with Schedule A
attached hereto and made a part hereof:
Interest only, at the Annual Rate from the date hereof until the last day of
the month
ninety (90) days hence, shall be due and payable on December 31, 1996 in the
amount of
$239,713.94. Commencing December 31, 1996, Maker shall pay interest only at the
Annual Rate,
in equal consecutive quarterly installments of $208,322.83, due on the last day
of the month
and every ninety (90) days thereafter from December 31, 1996 through September
30, 2002.
Commencing December 31, 2002, Maker shall pay principal and interest in equal
quarterly
installments of $859,475.43, due on the last day of each month ninety (90) days
hence
through and including June 30, 2006.
The entire unpaid Principal Amount, together with accrued and unpaid interest
thereon, and
all remaining obligations of Maker hereunder, shall be due and payable on
September 17, 2006
("Maturity Date").
All interest shall be computed on the basis of a 360-day year for actual days
elapsed.
All payments to be made hereunder, of principal, interest, costs, expenses, or
other sums
due hereunder, shall be made to the holder of this Note in lawful money of the
United States
of America which at the time of payment shall be legal tender for the payment
of public and
private debts, free and clear and without reduction by reason of any present or
future
income, stamp or other taxes, levies, imposts, deductions, charges, compulsory
loans or
withholdings whatsoever, including interest thereon or penalties with respect
thereto, if
any imposed, assessed, levied or collected by any political subdivision or
taxing authority
thereof or therein, on or in respect of this Note or the obligations it
evidences. All
payments shall be made during normal business hours at the Commission's
designated lockbox
location as set forth from time to time in the Commission's then-applicable
orders and
regulations and/or public notices.
This Note is secured by, and entitled to the benefits of, a Security Agreement
(the
"Security Agreement") of even date between Maker and Payee. All the terms,
covenants,
conditions and agreements contained in the Security Agreement are hereby
incorporated herein
and made part of this Note to the same extent and effect as if fully set forth
herein. It is
expressly understood by Maker that all of the terms of the Security Agreement
apply to this
Note and that reference in the Security Agreement to "this Agreement" includes
both the
Security Agreement and this Note.
IT IS HEREBY EXPRESSLY AGREED THAT TIME IS OF THE ESSENCE FOR THE PERFORMANCE
OF ALL TERMS
AND CONDITIONS UNDER THIS NOTE AND THE SECURITY AGREEMENT.
A default under this Note ("Event of Default") shall occur upon any or all of
the following:
a. non-payment by Maker of any Principal or Interest on the due date as
specified
hereinabove if the Maker remains delinquent for more than 90 days and
(1) Maker has not submitted a request, m writing, for a grace period or
extension of payments, if any such grace period or extension of payments
is provided for in the then-applicable orders and regulations of the
Commission;
(2) Maker has submitted a request, in writing, for a grace period or extension
of payments, if any such grace period or extension of payments is
provided for in the then-applicable orders and regulations of the
Commission, and following the expiration of the grant of such grace
period or extension or upon denial of such a request for a grace period
or extension, Maker has not resumed payments of Interest and Principal in
accordance with the terms of this Note;
or;
b. failure by Maker to comply with any other condition for holding the above
referenced license (as defined in the Security Agreement) as set forth in the
license
or in the Communications Act of 1934, as amended, or the then-applicable orders
and
regulations of the Commission; or
c. violation by Maker of any other covenant or term of this Note or the
Security
Agreement.
Upon any Event of Default under this Note, Payee may assess a late fee and/or
administrative
charge, plus the costs of collection, litigation, attorneys' fees, and default
payment as
specified in the then-applicable orders and regulations of the Commission, as
amended, and
Maker acknowledges that it is liable and herein expressly promises to pay on
demand such
additional costs, expenses, late charges, administrative charges, attorneys
fees, and
default payment. Upon a default under this Note, the unpaid Principal Amount,
plus all
unpaid interest accrued thereon, together with any late fee and/or
administrative charge,
plus the costs of collection, litigation, attorneys' fees, and default payment
as specified
in the then-applicable orders and regulations of the Commission, as amended,
shall become
immediately due and payable. The Maker hereby acknowledges that the Commission
has issued
Maker the above referenced license pursuant to the Communications Act of 1934,
as amended,
that is conditioned upon full and timely payment of financial obligations under
the
Commission's installment payment plan, as set forth in the then-applicable
orders and
regulations of the Commission, as amended, and that the sanctions and
enforcement authority
of the Commission shall remain applicable in the event of a failure to comply
with the terms
and conditions of the license, regardless of the enforceability of this Note or
the Security
Agreement.
No delay or omission on the part of Payee in exercising any right under this
Note, the
Security Agreement, or any other instrument securing this Note, shall operate
as a waiver of
such right or of any other right of Payee, nor shall any waiver by Payee of any
such right
or rights on any one occasion be deemed a bar to or waiver of the same right or
rights on
any future occasion.
The Maker is liable for all costs of collection or enforcement of the Payee's
rights under
this Note or under the Security Agreement or under any other instrument now or
hereafter
executed by Maker in favor of Payee which in any manner evidences or
constitutes additional
security for this Note, including reasonable attorneys' fees, whether suit is
brought or
not, and all such costs shall be paid by the Maker on demand, and whether or
not such
collection or enforcement occurs in any bankruptcy, reorganization,
receivership or other
proceedings involving creditors' rights or involving a claim under this Note or
any of the
other loan documents.
Maker, all endorsers and guarantors hereof and any other party who may become
liable for all
or any part of the obligation evidenced hereby, waive presentment for payment,
notice or
dishonor, protest and notice of protest, notice of nonpayment and any and all
lack of
diligence or delays in collection or enforcement of this Note.
Maker may prepay all or any part of the Principal Amount without premium or
penalty upon ten
(10) days' prior written notice to Payee, given in the manner provided in the
Security
Agreement.
Partial prepayments shall not postpone or reduce regular payments to be made
hereunder. All
such prep ayments shall be applicable first. to the payment of late charges, if
any, costs
and expenses, and administrative penalties due hereunder, then to accrued and
unpaid
interest, then to that portion of the unpaid Principal Amount due on the
Maturity Date and
then, if applicable, to any unpaid installments of principal in the inverse
order of
installment maturities. The Payee may require that any partial prepayments be
made on the
dates installments of principal and interest are due hereunder.
Anything to the contrary notwithstanding, Payee shall not charge, take or
receive, and Maker
shall not be obligated to pay to Payee, any amounts constituting interest on
the Principal
Amount in excess of the maximum rate permitted by applicable law. If by reason
of the
acceleration of the unpaid Principal Amount or otherwise, interest in excess of
the highest
legal contract rate permitted by applicable law shall at
any time be paid, any such excess shall constitute and be treated as a payment
of
outstanding principal hereunder and shall operate to reduce such outstanding
Principal
Amount.
ANY LEGAL ACTION OR PROCEEDING RELATING TO TRIS NOTE,
THE SECURITY AGREEMENT, OR OTHER DOCUMENTS EVIDENCING
OR SECURING THE DEBT TRANSACTION EVIDENCED HEREBY MAY
ONLY BE BROUGHT IN THE UNITED STATES DISTRICT COURT FOR
THE DISTRICT OF COLUMBIA, AND, BY EXECUTION AND DELIVERY OF
THIS NOTE AND SECURITY AGREEMENT, THE MAKER HEREBY
ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY GENERALLY
AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID
COURT. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE ANY
OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO
THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENS, WHICH ANY OF THEM MAY NOW OR HEREAFTER HAVE
TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN THE
DISTRICT OF COLUMBIA.
THE MAKER IRREVOCABLY CONSENTS TO THE SERVICE OF
PROCESS OF THE AFOREMENTIONED COURT IN ANY SUCH ACTION OR
PROCEEDING BY THE MMLING OF A COPY THEREOF BY CERTIFIED
MML, RETURN RECEIPT REQUESTED, POSTAGE PREPAID, TO THE
MAKER AT ITS ADDRESS PROVIDED HEREIN. SUCH SERVICE SHALL
BE DEEMED TO HAVE OCCURRED ON THE THIRD DAY AFTER SUCH
MMLING. NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHT
OF PAYEE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED
BY LAW OR COMMENCE LEGAL PROCEEDINGS OR OTHERWISE
PROCEED AGAINST THE MAKER IN ANY OTHER JURISDICTION.
EACH OF THE PARTIES HERETO HEREBY KNOWINGLY,
WILLINGLY, VOLUNTARILY, UNCONDITIONALLY, IRREVOCABLY AND
INTENTIONALLY FOREVER WAIVES ANY RIGHT IT MAY HAVE TO
TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE, THE
SECURITY AGREEMENT, OR OTHER DOCUMENTS EVIDENCING OR
SECURING THE DEBT TRANSACTION EVIDENCED HEREBY, ANY
COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (VERBAL
OR WRITTEN) OR ACTION OF ANY PERSON OR ANY EXERCISE BY ANY
PARTY OF THEIR RESPECTIVE RIGHTS UNDER THIS TRANSACTION,
DOCUMENT OR ANY RELATED DOCUMENT OR IN ANY WAY RELATING
TO THE COLLATERAL (INCLUDING, WITHOUT LIMITATION, ANY
ACTION TO RESCIND OR CANCEL THIS TRANSACTION OR ANY
CLAIMS OR DEFENSES ASSERTING THAT THIS TRANSACTION, IN
WHOLE OR IN PART, WAS FRAUDULENTLY INDUCED OR IS
OTHERWISE VOID OR VOIDABLE). MAKER REPRESENTS THAT NO
ORAL OR WRITTEN STATEMENTS HAVE BEEN MADE BY ANY PARTY
TO INCLUDE THIS SUBMISSION OR JURISDICTION AND WAIVER OF
TRAIL BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS STATED
EFFECT. MAKER FURTHER REPRESENTS THAT IT HAS BEEN
REPRESENTED BY INDEPENDENT COUNSEL, SELECTED BY ITS OWN
FREE WILL, IN SIGNING THIS NOTE AND IN THE MAKING OF THIS
WAIVER AND THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS
WAIVER WITH SUCH COUNSEL. THIS PROVISION IS A MATERIAL
INDUCEMENT FOR PAYEE TO ENTER INTO THIS TRANSACTION AND
THE VARIOUS DOCUMENTS RELATED THERETO.
Maker acknowledges that this Note and Security Agreement (any attachments
affixed thereto by
the Commission with the permission and knowledge of the Maker/Debtor), along
with the then-
current applicable Commission orders and regulations and the Communications Act
of 1934, as
amended, set forth the entire agreement, written and oral, of the parties, and
all
inconsistent prior statements, understandings, notices, representations and
agreements
between the parties, oral or written, are superseded by and merged in this
Note, the
Security Agreement or other documents evidencing or securing the debt
transaction evidenced
hereby. Except as otherwise expressly provided herein, all of Payee's
representations,
warranties, covenants and agreements in this Note and Security Agreement shall
merge in the
documents and agreements executed by the Maker and shall not survive said
execution.
If any provision or part of this Note and/or the Security Agreement shall for
any reason be
held or deemed to be invalid, illegal, or unenforceable in any respect, such
invalidity,
illegality or unenforceability shall not affect any other provision of this
Note and this
Note shall be construed as if such invalid, illegal or unenforceable provision
had never
been contained herein and the remaining provisions of this Note shall remain in
full force
and effect. The enforceability of the Note and/or the Security Agreement do not
alter the
rights and obligations of the Maker and Payee under the Communications Act of
1934, as
amended, or under the then-applicable orders and regulations of the Commission,
as amended.
Any notice demand or request hereunder shall be given in the manner set forth
in the
Security Agreement.
This Note shall be governed by and construed in accordance
with the Communications Act of 1934, as amended, the then-applicable orders and
regulations of the Commission, and federal law. Nothing in this Note shall be
deemed to modify any then-applicable orders and regulations of the Commission,
and
nothing in this Note shall be deemed to release the Maker from compliance
therewith. This Note may not be changed, modified, waived, terminated or
discharged orally, but only by an agreement in writing executed by the party
against whom enforcement of any such change, modification, waiver, termination,
or
discharge is sought.
Maker represents and warrants that any statements made by or
on behalf of Maker in connection with this Note: (I) are true and accurate in
all
material respects; and (ii) do not omit any material facts or information that
would make such statement misleading in the context of Payee's evaluation of
the
note, and acknowledges and agrees that Payee is entitled to and his relied on
such
statements in agreeing to the Note.
Payee shall have the right at any time to assign, endorse,
pledge, convey or otherwise transfer this Note and all of the other loan
documents
to any party. From and after the date of such assignment, endorsement, pledge,
conveyance or other transfer, such transferee shall be entitled to exercise any
and all rights and remedies of Payee hereunder. Maker shall not assign, convey
or
otherwise transfer its rights and obligations hereunder without the prior
written
consent of the Commission.
Date: 11-26-96 21st Century Telesis Joint Venture [NAME OF MAKER]
By: Philip J. Chasmar
Its: Secretary
License Grant date: September 17, 1996
License Number: PBB424C
INSTALLMENT PLAN C AMORTIZATION SCHEDULE
for Federal Communications Commission Broadband Personal Communications
Service, C-Block
Licenses
(Interest-only Payments for the First Six Years)
Orig Balance Orig Rate Term First Pmt Future Value
$11,904,161.63 7.00% 10 Dec-96 $0
<CAPTION>
Pmt# Date YrRate P&I Payment Principal Interest Extra New
Balance Cum. Interest Yearly Total Amt
Prin (Pnn Only)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 Dec-96 7.00% $239,713.94 $0.00 $239,713.94 $0.00 $11,90
4,161.63 $239,713.94 $239,713.94
2 Mar-97 7.00% $208,322.83 $0.00 $208,322.83 $0.00 $11,90
4,161.63 $448,036.77 $208,322.83
3 Jun-97 7.00% $208,322.83 $0.00 $208,322.83 $0.00 $11,90
4,161.63 $656,359.60 $416,645.66
4 Sep-97 7.00% $208,322.83 $0.00 $208,322.83 $0.00 $11,90
4,161.63 $864,682.43 $624,968.49
5 Dec-97 7.00% $208,322.83 $0.00 $208,322.83 $0.00 $11,90
4,161.63 $1,073,005.25 $833,291.31
6 Mar-98 7.00% $208,322.83 $0.00 $208,322.83 $0.00 $11,90
4,161.63 $1,281,328.08 $208,322.83
7 Jun-98 7.00% $208,322.83 $0.00 $208,322.83 $0.00 $11,90
4,161.63 $1,489,650.91 $416,645.66
8 Sep-98 7.00% $208,322.83 $0.00 $208,322.83 $0.00 $11,90
4,161.63 $1,697,973.74 $624,968.49
9 Dec-98 7.00% $208,322.83 $0.00 $208,322.83 $0.00 $11,90
4,161.63 $1,906,296.57 $833,291.31
10 Mar-99 7.00% $208,322.83 $0.00 $208,322.83 $0.00 $11,90
4,161.63 $2,114,619.40 $208,322.83
11 Jun-99 7.00% $208,322.83 $0.00 $208,322.83 $0.00 $11,90
4,161.63 $2,322,942.22 $416,645.66
12 Sep-99 7.00% $208,322.83 $0.00 $208,322.83 $0.00 $11,90
4,161.63 $2,531,265.05 $624,968.49
13 Dec-99 7.00% $208,322.83 $0.00 $208,322.83 $0.00 $11,90
4,161.63 $2,739,587.88 $833,291.31
14 Mar-2000 7.00% $208,322.83 $0.00 $208,322.83 $0.00 $11,90
4,161.63 $2,947,910.71 $208,322.83
15 Jun-2000 7.00% $208,322.83 $0.00 $208,322.83 $0.00 $11,90
4,161.63 $3,156,233.54 $416,645.66
16 Sep-2000 7.00% $208,322.83 $0.00 $208,322.83 $0.00 $11,90
4,161.63 $3,364,556.37 $624,968.49
17 Dec-2000 7.00% $208,322.83 $0.00 $208,322.83 $0.00 $11,90
4,161.63 $3,572,879.20 $833,291.31
18 Mar-2001 7.00% $208,322.83 $0.00 $208,322.83 $0.00 $11,90
4,161.63 $3,781,202.02 $208,322.83
19 Jun-2001 7.00% $208,322.83 $0.00 $208,322.83 $0.00 $11,90
4,161.63 $3,989,524.85 $416,645.66
20 Sep-2001 7.00% $208,322.83 $0.00 $208,322.83 $0.00 $11,90
4,161.63 $4,197,847.68 $624,968.49
21 Dec-2001 7.00% $208,322.83 $0.00 $208,322.83 $0.00 $11,90
4,161.63 $4,406,170.51 $833,291.31
22 Mar-2002 7.00% $208,322.83 $0.00 $208,322.83 $0.00 $11,90
4,161.63 $4,614,493.34 $208,322.83
23 Jun-2002 7.00% $208,322.83 $0.00 $208,322.83 $0.00 $11,90
4,161.63 $4,822,816.17 $416,645.66
24 Sep-2002 7.00% $208,322.83 $0.00 $208,322.83 $0.00 $11,90
4,161.63 $5,031,139.00 $624,968.49
25 Dec-2002 7.00% $859,475.43 $651,152.60 $208,322.83 $0.00
$11,2
53,009.03 $5,239,461.83 $833,291.32
26 Mar-2003 7.00% $859,475.43 $662,547.77 $196,927.66 $0.00
$10,5
90,461.26 $5,436,389.49 $196,927.66
27 Jun-2003 7.00% $859,475.43 $674142.36 $185,333.07 $0.00
$9,91
6,318.90 $5,621,722.56 $382,260.73
28 Sep-2003 7.00% $859,475.43 $685,939.85 $173,535.58 $0.00
$9,23
0,379.05 $5,795,258.14 $555,796.31
29 Dec-2003 7.00% $859,475.43 $697,943.80 $161,531.63 $0.00
$8,53
2,435.25 $5,956,789.77 $717,327.94
30 Mar-2004 7.00% $859,475.43 $710,157.81 $149,317.62 $0.00
$7,82
2,277.44 $6,106,107.39 $149,317.62
31 Jun-2004 7.00% $859,475.43 $722,585.57 $136,889.86 $0.00
$7,09
9,691.87 $6,242,997.25 $286,207.48
32 Sep-2004 7.00% $859,475.43 $735,230.82 $124,244.61 $0.00
$6,36
4,461.05 $6,367,241.86 $410,452.09
33 Dec-2004 7.00% $859,475.43 $748,097.36 $111,378.07 $0.00
$5,61
6,363.69 $6,478,619.93 $521,830.16
34 Mar-2005 7.00% $859,475.43 $761,189.07 $98,286.36 $0.00
$4,85
5,174.62 $6,576,906.29 $98,286.36
35 Jun-2005 7.00% $859,475.43 $774,509.87 $84,965.56 $0.00
$4,08
0,664.75 $6,661,871.85 $183,251.92
36 Sep-2005 7.00% $859,475.43 $788,063.80 $71,411.63 $0.00
$3,29
2,600.95 $6,733,283.48 $254,663.55
37 Dec-2005 7.00% $859,475.43 $801,854.91 $57,620.52 $0.00
$2,49
0,746.04 $6,790,904.00 $57,620.52
38 Mar-2006 7.00% $859,475.43 $815,887.37 $43,588.06 $0.00
$1,67
4,858.67 $6,834,492.06 $101,208.58
39 Jun-2006 7.00% $859,475.43 $830,165.40 $29,310.03 $0.00
$844,
693.27 $6,863,802.09 $130,518.61
40 Sep-2006 7.00% $857,490.95 $844,693.27 $12,797.68 $0.00
$0.00
$6,876,599.77 $143,316.29
License Grant date: September 17, 1996
First and last payments prorated based on the above license grant date.
</TABLE>
<TABLE>
United States of America
Federal Communications Commission
RADIO STATION AUTHORIZATION
Commercial Mobile Radio Services Personal Communications
Service - Broadband
Call Sign: KNLF31 0
21st CENTURY TELESIS JOINT VENTURE
ATTN: PHILIP J. CHASMAR Market: B043
4665 MACARTHUR COURT SUITE IOOC BINGHAMTON, NY
NEWPORT BEACH, CA 92660
Channel Block: C
File Number: 00468-CW-L-96
The licensee hereof is authorized, for the period indicated, to construct and
operate radio
transmitting facilities in accordance with the terms and conditions hereinafter
described.
This authorization is subject to the provisions of the Communications Act of
1934, as
amended, subsequent Acts of Congress, international treaties and agreements to
which the
United States is a signatory, and all pertinent rules and regulations of the
Federal
Communications Commission, contained in the Title 47 of the U.S. Code of
Federal
Regulations.
Initial Grant Date September 17, 1996
Five-year Build Out Date September 17, 2001
Expiration Date September 17, 2006
CONDITIONS.
Pursuant to Section 309(h) of the Communications Act of 1934, as amended, (47
U.S.C. Sec.
309(h)), this license is subject to the following conditions: This license does
not vest in
the licensee any right to operate a station nor any right in the use of
frequencies beyond
the term thereof nor in any other manner than authorized herein. Neither this
license nor
the right granted thereunder shall be assigned or otherwise transferred in
violation of the
Communications Act of 1934, as amended (47 U.S.C. Sec. 151, et seq.). This
license is
subject in terms to the right of use or control conferred by Section 706 of the
Communications Act of 1934, as amended
(47 U.S.C. Sec. 606).
Conditions continued on Page 2.
WAIVERS:
No waivers associated with this authorization.
Issue Date: November 18, 1996 FCC Form 463a
CONDITIONS:
This authorization is subject to the condition that, in the event that systems
using the
same frequencies as granted herein are authorized in an adjacent foreign
territory
(Canada/United States), future coordination of any base station transmitters
within 72 km
(45 miles) of the United States/Canada border shall be required to eliminate
any harmful
interference to operations in the adjacent foreign territory and to ensure
continuance of
equal access to the frequencies by both countries.
This authorization is conditioned upon the full and timely payment of all
monies due
pursuant to Sections 1.2110 and 24.711 of the Commission's Rules and the terms
of the
Commission's installment plan as set forth in the Note and Security Agreement
executed by
the licensee. Failure to comply with this condition will result in the
automatic
cancellation of this authorization.
(Broadband Personal Communications Service, C Block): Auction Event No.5)
US $6,212,028.38 Washington, D.C.
License No. :PBBO43C
September 17, 1996
FOR VALUE RECEIVED, the undersigned, 21st Century Telesis Joint Venture, a
Delaware General
Partnership ("Maker"), promises to pay to the order of the FEDERAL
COMMUNICATIONS
COMMISSION, an independent regulatory agency of the United States ("Payee" or
"Commission"),
the principal sum of 6,212,028.38 DOLLARS ("Principal Amount"), together with
accrued
interest, computed at the annual rate of seven percent (7.00%) per annum,
("Annual Rate") on
the unpaid Principal Amount hereof, from the date of this Note until the date
the entire
Principal Amount has been paid in full.
Interest and principal shall be payable as set forth below and in accordance
with Schedule A
attached hereto and made a part hereof:
Interest only, at the Annual Rate from the date hereof until the last day of
the month
ninety (90) days hence, shall be due and payable on December 31, 1996 in the
amount of
$125,091.53. Commencing December 31, 1996, Maker shall pay interest only at
the Annual
Rate, in equal consecutive quarterly installments of $108,710.50, due on the
last day of the
month and every ninety (90) days thereafter from December 31, 1996 through
September 30,
2002.
Commencing December 31, 2002, Maker shall pay principal and interest in equal
quarterly
installments of $448,505.82, due on the last day of each month ninety (90) days
hence
through and including June 30, 2006.
The entire unpaid Principal Amount, together with accrued and unpaid interest
thereon, and
all remaining obligations of Maker hereunder, shall be due and payable on
September 17, 2006
("Maturity Date").
All interest shall be computed on the basis of a 360-day year for actual days
elapsed.
All payments to be made hereunder, of principal, interest, costs, expenses, or
other sums
due hereunder, shall be made to the holder of this Note in lawful money of the
United States
of America which at the time of payment shall be legal tender for the payment
of public and
private debts, free and clear and without reduction by reason of any present or
future
income, stamp or other taxes, levies, imposts, deductions, charges, compulsory
loans or
withholdings whatsoever, including interest thereon or penalties with respect
thereto, if
any imposed, assessed, levied or collected by any political subdivision or
taxing authority
thereof or therein, on or in respect of this Note or the obligations it
evidences. All
payments shall be made during normal business hours at the Commission's
designated lockbox
location as set forth from time to tnne in the Commission's then-applicable
orders and
regulations and/or public notices.
This Note is secured by, and entitled to the benefits of, a Security Agreement
(the
"Security Agreement") of even date between Maker and Payee. All the terms,
covenants,
conditions and agreements contained in the Security Agreement are hereby
incorporated herein
and made part of this Note to the same extent and effect as if fully set forth
herein. It is
expressly understood by Maker that all of the terms of the Security Agreement
apply to this
Note and that reference in the Security Agreement to "this Agreement" includes
both the
Security Agreement and this Note.
IT IS HEREBY EXPRESSLY AGREED THAT TIME IS OF THE ESSENCE FOR THE PERFORMANCE
OF ALL TERMS
AND CONDITIONS UNDER THIS NOTE AND THE SECURITY AGREEMENT.
A default under this Note ("Event of Default") shall occur upon any or all of
the following:
a. non-payment by Maker of any Principal or Interest on the due date as
specified
hereinabove if the Maker remains delinquent for more than 90 days and
(1) Maker has not submitted a request, in writing, for a grace period
or extension of payments, if any such grace period or extension of
payments is provided for in the then-applicable orders and regulations of
the Commission; or
(2) Maker has submitted a request, in writing, for a grace period or
extension of payments, if any such grace period or extension of payments
is provided for in the then-applicable orders and regulations of the
Commission, and following the expiration of the grant of such grace period
or extension or upon denial of such a request for a grace period or
extension, Maker has not resumed payments of Interest and Principal in
accordance with the terms of this Note;
or;
b. failure by Maker to comply with any other condition for holding the above
referenced license (as defined in the Security Agreement) as set forth in the
license
or in the Communications Act of 1934, as amended, or the then-applicable orders
and
regulations of the Commission; or
c. violation by Maker of any other covenant or term of this Note or the
Security
Agreement.
Upon any Event of Default under this Note, Payee may assess a late fee and/or
administrative
charge, plus the costs of collection, litigation, attorneys' fees, and default
payment as
specified in the then-applicable orders and regulations of the Commission, as
amended, and
Maker acknowledges that it is liable and herein expressly promises to pay on
demand such
additional costs, expenses, late charges, administrative charges, attorneys
fees, and
default payment. Upon a default under this Note, the unpaid Principal Amount,
plus all
unpaid interest accrued thereon, together with any late fee and/or
administrative charge,
plus the costs of collection, litigation, attorneys' fees, and default payment
as specified
in the then-applicable orders and regulations of the Commission, as amended,
shall become
immediately due and payable. The Maker hereby acknowledges that the Commission
has issued
Maker the above referenced license pursuant to the Communications Act of 1934,
as amended,
that is conditioned upon full and timely payment of financial obligations under
the
Commission's installment payment plan, as set forth in the then-applicable
orders and
regulations of the Commission, as amended, and that the sanctions and
enforcement authority
of the Commission shall remain applicable in the event of a failure to comply
with the terms
and conditions of the license, regardless of the enforceability of this Note or
the Security
Agreement.
No delay or omission on the part of Payee in exercising any right under this
Note, the
Security Agreement, or any other instrument securing this Note, shall operate
as a waiver of
such right or of any other right of Payee, nor shall any waiver by Payee of any
such right
or rights on any one occasion be deemed a bar to or waiver of the same right or
rights on
any future occasion.
The Maker is liable for all costs of collection or enforcement of the Payee's
rights under
this Note or under the Security Agreement or under any other instrument now or
hereafter
executed by Maker in favor of Payee which in any manner evidences or
constitutes additional
security for this Note, including reasonable attorneys' fees, whether suit is
brought or
not, and all such costs shall be paid by the Maker on demand, and whether or
not such
collection or enforcement occurs in any bankruptcy, reorganization,
receivership or other
proceedings involving creditors' rights or involving a claim under this Note or
any of the
other loan documents.
Maker, all endorsers and guarantors hereof and any other party who may become
liable for all
or any part of the obligation evidenced hereby, waive presentment for payment,
notice or
dishonor, protest and notice of protest, notice of nonpayment and any and all
lack of
diligence or delays in collection or enforcement of this Note.
Maker may prepay all or any part of the Principal Amount without premium or
penalty upon ten
(10) days' prior written notice to Payee, given in the manner provided in the
Security
Agreement.
Partial prepayments shall not postpone or reduce regular payments to be made
hereunder. All
such prepayments shall be applicable first to the payment of late charges, if
any, costs and
expenses, and administrative penalties due hereunder, then to accrued and
unpaid interest,
then to that portion of the unpaid Principal Amount due on the Maturity Date
and then, if
applicable, to any unpaid installments of principal in the inverse order of
installment
maturities. The Payee may require that any partial prepayments be made on the
dates
installments of principal and interest are due hereunder.
Anything to the contrary notwithstanding, Payee shall not charge, take or
receive, and Maker
shall not be obligated to pay to Payee, any amounts constituting interest on
the Principal
Amount in excess of the maximum rate permitted by applicable law. If by reason
of the
acceleration of the unpaid Principal Amount or otherwise, interest in excess of
the highest
legal contract rate permitted by applicable law shall at
any time be paid, any such excess shall constitute and be treated as a payment
of
outstanding principal hereunder and shall operate to reduce such outstanding
Principal
Amount.
ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS NOTE,
THE SECURITY AGREEMENT, OR OTHER DOCUMENTS EVIDENCING
OR SECURING THE DEBT TRANSACTION EVIDENCED HEREBY MAY
ONLY BE BROUGHT IN THE UNITED STATES DISTRICT COURT FOR
THE DISTRICT OF COLUMBIA, AND, BY EXECUTION AND DELIVERY OF
THIS NOTE AND SECURITY AGREEMENT, THE MAKER HEREBY
ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY GENERALLY
AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID
COURT. THE PARTIES HERETO HEREBY IRREVOCABLY WMVE ANY
OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO
THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENlENS , WHICH ANY OF THEM MAY NOW OR HEREAFTER HAVE
TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN THE
DISTRICT OF COLUMBIA.
THE MAKER IRREVOCABLY CONSENTS TO THE SERVICE OF
PROCESS OF THE AFOREMENTIONED COURT IN ANY SUCH ACTION OR
PROCEEDING BY THE MAILING OF A COPY THEREOF BY CERTIFIED
MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID, TO THE
MAKER AT ITS ADDRESS PROVIDED HEREIN. SUCH SERVICE SHALL
BE DEEMED TO HAVE OCCURRED ON THE THIRD DAY AFTER SUCH
MAILING. NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHT
OF PAYEE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED
BY LAW OR COMMENCE LEGAL PROCEEDINGS OR OTHERWISE
PROCEED AGAINST THE MAKER IN ANY OTHER JURISDICTION.
EACH OF THE PARTIES HERETO HEREBY KNOWINGLY,
WILLINGLY, VOLUNTARILY, UNCONDITIONALLY, IRREVOCABLY AND
INTENTIONALLY FOREVER WAIVES ANY RIGHT IT MAY HAVE TO
TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE, THE
SECURITY AGREEMENT, OR OTHER DOCUMENTS EVIDENCING OR
SECURING THE DEBT TRANSACTION EVIDENCED HEREBY, ANY
COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (VERBAL
OR WRITTEN) OR ACTION OF ANY PERSON OR ANY EXERCISE BY ANY
PARTY OF THEIR RESPECTIVE RIGHTS UNDER THIS TRANSACTION,
DOCUMENT OR ANY RELATED DOCUMENT OR IN ANY WAY RELATING
TO THE COLLATERAL (INCLUDING, WITHOUT LIMITATION, ANY
ACTION TO RESCIND OR CANCEL THIS TRANSACTION OR ANY
CLAIMS OR DEFENSES ASSERTING THAT THIS TRANSACTION, IN
WHOLE OR IN PART, WAS FRAUDULENTLY INDUCED OR IS
OTHERWISE VOID OR VOIDABLE). MAKER REPRESENTS THAT NO
ORAL OR WRITTEN STATEMENTS HAVE BEEN MADE BY ANY PARTY
TO INCLUDE THIS SUBMISSION OR JURISDICTION AND WAIVER OF
TRAIL BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS STATED
EFFECT. MAKER FURTHER REPRESENTS THAT IT HAS BEEN
REPRESENTED BY INDEPENDENT COUNSEL, SELECTED BY ITS OWN
FREE WILL, IN SIGNING THIS NOTE AND IN THE MAMNG OF THIS
WAIVER AND THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS
WAIVER WITH SUCH COUNSEL. THIS PROVISION IS A MATERIAL
INDUCEMENT FOR PAYEE TO ENTER INTO THIS TRANSACTION AND
THE VARIOUS DOCUMENTS RELATED THERETO.
Maker acknowledges that this Note and Security Agreement (any attachments
affixed thereto by
the Commission with the permission and knowledge of the Maker/Debtor), along
with the then-
current applicable Commission orders and regulations and the Communications Act
of 1934, as
amended, set forth the entire agreement, written and oral, of the parties, and
all
inconsistent prior statements, understandings, notices, representations and
agreements
between the parties, oral or written, are superseded by and merged in this
Note, the
Security Agreement or other documents evidencing or securing the debt
transaction evidenced
hereby. Except as otherwise expressly provided herein, all of Payee's
representations,
warranties, covenants and agreements in this Note and Security Agreement shall
merge in the
documents and agreements executed by the Maker and shall not survive said
execution.
If any provision or part of this Note and/or the Security Agreement shall for
any reason be
held or deemed to be invalid, illegal, or unenforceable in any respect, such
invalidity,
illegality or unenforceability shall not affect any other provision of this
Note and this
Note shall be construed as if such invalid, illegal or unenforceable provision
had never
been contained herein and the remaining provisions of this Note shall remain in
full force
and effect. The enforceability of the Note and/or the Security Agreement do not
alter the
rights and obligations of the Maker and Payee under the Communications Act of
1934, as
amended, or under the then-applicable orders and regulations of the Commission,
as amended.
Any notice demand or request hereunder shall be given in the manner set forth
in the
Security Agreement.
This Note shall be governed by and construed in accordance with the
Communications Act of
1934, as amended, the then-applicable orders and regulations of the Commission,
and federal
law. Nothing in this Note shall be deemed to modify any then-applicable orders
and
regulations of the Commission, and nothing in this Note shall be deemed to
release the Maker
from compliance therewith. This Note may not be changed, modified, waived,
terminated or
discharged orally, but only by an agreement in writing executed by the party
against whom
enforcement of any such change, modification, waiver, termination, or discharge
is sought.
Maker represents and warrants that any statements made by or on behalf of Maker
in
connection with this Note: (I) are true and accurate in all material respects;
and (ii) do
not omit any material facts or information that would make such statement
misleading in the
context of Payee's evaluation of the note, and acknowledges and agrees that
Payee is
entitled to and his relied on such statements in agreeing to the Note.
Payee shall have the right at any time to assign, endorse, pledge, convey or
otherwise
transfer this Note and all of the other loan documents to any party. From and
after the date
of such assignment, endorsement, pledge, conveyance or other transfer, such
transferee shall
be entitled to exercise any and all rights and remedies of Payee hereunder.
Maker shall not
assign, convey or otherwise transfer its rights and obligations hereunder
without the prior
written consent of the Commission.
Date: 11-26-96 21st Century Telesis Joint Venture
[NAME OF MAKER]
By:Philip J.Chasmar
Its: Secretary
License Number: PBBO43C
INSTALLMENT PLAN C AMORTIZATION SCHEDULE
for Federal Communications Commission Broadband Personal Communications
Service, C-Block
Licenses
(Interest-only Payments for the First Six Years)
Orig Balance Orig Rate Term (yrs) 1st PMT Future Value
$6,212,028.38 7.00% 10 Dec-96 $0
<CAPTION>
Pmt# Date YrRate P&I Payment Principal Interest Extra
New
Balance Cum. Interest Yearly Total Amt
Prin (Prin Only)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 Dec-96 7.00% $125,091.53 $0.00 $125,091.53 $0.00 $6,212
,028.38 $125,091.53 $125,091.53
2 Mar-97 7.00% $108,710.50 $0.00 $108,710.50 $0.00 $6,212
,028.38 $233,802.03 $108,710.50
3 Jun-97 7.00% $108,710.50 $0.00 $108,710.50 $0.00 $6,212
,028.38 $342,512.52 $217,420.99
4 Sep-97 7.00% $108,710.50 $0.00 $108,710.50 $0.00 $6,212
,028.38 $451,223.02 $326,131.49
5 Dec-97 7.00% $108,710.50 $0.00 $108,710.50 $0.00 $6,212
,028.38 $559,933.52 $434,841.99
6 Mar-98 7.00% $108,710.50 $0.00 $108,710.50 $0.00 $6,212
,028.38 $668,644.01 $108,710.50
7 Jun-98 7.00% $108,710.50 $0.00 $108,710.50 $0.00 $6,212
,028.38 $777,354.51 $217,420.99
8 Sep-98 7.00% $108,710.50 $0.00 $108,710.50 $0.00 $6,212
,028.38 $886,065.01 $326,131.49
9 Dec-98 7.00% $108,710.50 $0.00 $108,710.50 $0.00 $6,212
,028.38 $994,775.50 $434,841.99
10 Mar-99 7.00% $108,710.50 $0.00 $108,710.50 $0.00 $6,212
,028.38 $1,103,486.00 $108,710.50
11 Jun-99 7.00% $108,710.50 $0.00 $108,710.50 $0.00 $6,212
,028.38 $1,212,196.50 $217,420.99
12 Sep-99 7.00% $108,710.50 $0.00 $108,710.50 $0.00 $6,212
,028.38 $1,320,906.99 $326,131.49
13 Dec-99 7.00% $108,710.50 $0.00 $108,710.50 $0.00 $6,212
,028.38 $1,429,617.49 $434,841.99
14 Mar-2000 7.00% $108,710.50 $0.00 $108,710.50 $0.00 $6,212
,028.38 $1,538,327.99 $108,710.50
15 Jun-2000 7.00% $108,710.50 $0.00 $108,710.50 $0.00 $6,212
,028.38 $1,647,038.48 $217,420.99
16 Sep-2000 7.00% $108,710.50 $0.00 $108,710.50 $0.00 $6,212
,028.38 $1,755,748.98 $326,131.49
17 Dec-2000 7.00% $108,710.50 $0.00 $108,710.50 $0.00 $6,212
,028.38 $1,864,459.48 $434,841.99
18 Mar-2001 7.00% $108,710.50 $0.00 $108,710.50 $0.00 $6,212
,028.38 $1,973,169.97 $108,710.50
19 Jun-2001 7.00% $108,710.50 $0.00 $108,710.50 $0.00 $6,212
,028.38 $2,081,880.47 $217,420.99
20 Sep-2001 7.00% $108,710.50 $0.00 $108,710.50 $0.00 $6,212
,028.38 $2,190,590.97 $326,131.49
21 Dec-2001 7.00% $108,710.50 $0.00 $108,710.50 $0.00 $6,212
,028.38 $2,299,301.46 $434,841.99
22 Mar-2002 7.00% $108,710.50 $0.00 $108,710.50 $0.00 $6,212
,028.38 $2,408,011.96 $108,710.50
23 Jun-2002 7.00% $108,710.50 $0.00 $108,710.50 $0.00 $6,212
,028.38 $2,516,722.46 $217,420.99
24 Sep-2002 7.00% $108,710.50 $0.00 $108,710.50 $0.00 $6,212
,028.38 $2,625,432.95 $326,131.49
25 Dec-2002 7.00% $448,505.82 $339,795.32 $108,710.50 $0.00
$5,87
2,233.06 $2,734,143.45 $434,841.99
26 Mar-2003 7.00% $448,505.82 $345,741.74 $102,764.08 $0.00
$5,52
6,491.32 $2,836,907.53 $102,764.08
27 Jun-2003 7.00% $448,505.82 $351,792.22 $96,713.60 $0.00
$5,17
4,699.10 $2,933,621.13 $199,477.68
28 Sep-2003 7.00% $448,505.82 $357,948.59 $90,557.23 $0.00
$4,81
6,750.51 $3,024,178.36 $290,034.91
29 Dec-2003 7.00% $448,505.82 $364,212.69 $84,293.13 $0.00
$4,45
2,537.82 $3,108,471.49 $374,328.04
30 Mar-2004 7.00% $448,505.82 $370,586.41 $77,919.41 $0.00
$4,08
1,951.41 $3,186,390.90 $77,919.41
31 Jun-2004 7.00% $448,505.82 $377,071.67 $71,434.15 $0.00
$3,70
4,879.74 $3,257,825.05 $149,353.56
32 Sep-2004 7.00% $448,505.82 $383,670.42 $64,835.40 $0.00
$3,32
1,209.32 $3,322,660.45 $214,188.96
33 Dec-2004 7.00% $448,505.82 $390,384.66 $58,121.16 $0.00
$2,93
0,824.66 $3,380,781.61 $272,310.12
34 Mar-2005 7.00% $448,505.82 $397,216.39 $51,289.43 $0.00
$2,53
3,608.27 $3,432,071.04 $51,289.43
35 Jun-2005 7.00% $448,505.82 $404,167.68 $44,338.14 $0.00
$2,12
9,440.59 $3,476,409.18 $95,627.57
36 Sep-2005 7.00% $448,505.82 $411,240.61 $37,265.21 $0.00
$1,71
8,199.98 $3,513,674.39 $132,892.78
37 Dec-2005 7.00% $448,505.82 $418,437.32 $30,068.50 $0.00
$1,29
9,762.66 $3,543,742.89 $30,068.50
38 Mar-2006 7.00% $448,505.82 $425,759.97 $22,745.85 $0.00
$874,
002.69 $3,566,488.74 $52,814.35
39 Jun-2006 7.00% $448,505.82 $433,210.77 $15,295.05 $0.00
$440,
791.92 $3,581,783.79 $68,109.40
40 Sep-2006 7.00% $447,470.22 $440,791.92 $6,678.30 $0.00 $0.00
$3,588,462.09 $74,787.70
License Grant date: September 17, 1996
First and last payments prorated based on the above license grant date.
</TABLE>
<TABLE>
United States of America
Federal Communications Commission
RADIO STATION AUTHORIZATION
Commercial Mobile Radio Services
Personal Communications Service - Broadband
Call Sign: KNLF311
21st CENTURY TELESIS JOINT VENTURE
ATTN: PHILIP J. CHASMAR Market: B333
4665 MACARTHUR COURT SUITE lOOC ONEONTA, NY
NEWPORT BEACH, CA 92660
Channel Block: C
File Number: 00470-CW-L-96
The licensee hereof is authorized, for the period indicated,
to construct and operate radio transmitting facilities in accordance with the
terms and conditions hereinafter described. This authorization is subject to
the
provisions of the Communications Act of 1934, as amended, subsequent Acts of
Congress, international treaties and agreements to which the United States is a
signatory, and all pertinent rules and regulations of the Federal
Communications
Commission, contained in the Title 47 of the U.S. Code of Federal Regulations.
Initial Grant Date September 17, 1996
Five-year Build Out Date September 17, 2001
Expiration Date September 17, 2006
CONDITIONS.
Pursuant to Section 309(h) of the Communications Act of 1934,
as amended, (47 U.S.C. Sec. 309(h)), this license is subject to the following
conditions: This license does not vest in the licensee any right to operate a
station nor any right in the use of frequencies beyond the term thereof nor in
any
other manner than authorized herein. Neither this license nor the right granted
thereunder shall be assigned or otherwise transferred in violation of the
Communications Act of 1934, as amended (47 U.S.C. Sec. 151, et seq.). This
license
is subject in terms to the right of use or control conferred by Section 706 of
the
Communications Act of 1934, as amended
(47 U.S.C. Sec. 606).
Conditions continued on Page 2.
WAIVERS:
No waivers associated with this authQrization.
Issue Date: November 18, 1996 FCC Form 463a
CONDITIONS:
This authorization is subject to the condition that, in the event that systems
using
the same frequencies as granted herein are authorized in an adjacent foreign
territory
(Canada/United States), future coordination of any base station transmitters
within 72 km
(45 miles) of the United States/Canada border shall be required to eliminate
any harmful
interference to operations in the adjacent foreign territory and to ensure
continuance of
equal access to the frequencies by both countries.
This authorization is conditioned upon the full and timely payment of all
monies due
pursuant to Sections 1.2110 and 24.711 of the Commission's Rules and the terms
of the
Commission's installment plan as set forth in the Note and Security Agreement
executed by
the licensee. Failure to comply with this condition will result in the
automatic
cancellation of this authorization.
Issue Date: November 18, 199b FCC Form 463a
Installment Payment Plan Note
(Broadband Personal Communications Service, C Block): Auction Event No.5)
US $1,759,058.78
Washington, D.C. License No. :PBB333C
September 17, 1996FOR VALUE RECEIVED, the undersigned, 21st CENTURY TELESIS
JOINT VENTURE,
a Delaware General Partnership ("Maker"), promises to pay to the order of the
FEDERAL
COMMUNICATIONS COMMISSION, an independent regulatory agency of the United
States
("Payee" or "Commission"), the principal sum of 1,759,058.78 DOLLARS
("Principal
Amount"), together with accrued interest, computed at the annual rate of seven
percent
(7.00%) per annum, ("Annual Rate") on the unpaid Principal Amount hereof, from
the date
of this Note until the date the entire Principal Amount has been paid in full.
Interest and principal shall be payable as set forth below and in accordance
with
Schedule A attached hereto and made a part hereof:
Interest only, at the Annual Rate from the date hereof until the last day of
the
month ninety (90) days hence, shall be due and payable on December 31, 1996 in
the amount of
$35,422.69. Commencing December 31, 1996, Maker shall pay interest only at the
Annual Rate,
in equal consecutive quarterly installments of $30,784.00, due on the last day
of the month
and every ninety (90) days thereafter from December 31, 1996 through September
30, 2002.
Commencing December 31, 2002, Maker shall pay principal and interest in equal
quarterly installments of $127,005.25, due on the last day of each month ninety
(90) days
hence through and including June 30, 2006.
The entire unpaid Principal Amount, together with accrued and unpaid interest
thereon, and all remaining obligations of Maker hereunder, shall be due and
payable on
September 17, 2006 ("Maturity Date").
All interest shall be computed on the basis of a 360-day year for actual days
elapsed.
All payments to be made hereunder, of principal, interest, costs, expenses, or
other sums due hereunder, shall be made to the holder of this Note in lawful
money of the
United States of America which at the time of payment shall be legal tender for
the payment
of public and private debts, free and clear and without reduction by reason of
any present
or future income, stamp or other taxes, levies, imposts, deductions, charges,
compulsory
loans or withholdings whatsoever, including interest thereon or penalties with
respect
thereto, if any imposed, assessed, levied or collected by any political
subdivision or
taxing authority thereof or therein, on or in respect of this Note or the
obligations it
evidences. All payments shall be made during normal business hours at the
Commission's
designated lockbox location as set forth from time to time in the Commission's
then-
applicable orders and regulations and/or public notices.
This Note is secured by, and entitled to the benefits of, a Security Agreement
(the "Security Agreement") of even date between Maker and Payee. All the terms,
covenants,
conditions and agreements contained in the Security Agreement are hereby
incorporated herein
and made part of this Note to the same extent and effect as if fully set forth
herein. It is
expressly understood by Maker that all of the terms of the Security Agreement
apply to this
Note and that reference in the Security Agreement to "this Agreement" includes
both the
Security Agreement and this Note.
IT IS HEREBY EXPRESSLY AGREED THAT TIME IS OF THE ESSENCE FOR THE PERFORMANCE
OF
ALL TERMS AND CONDITIONS UNDER THIS NOTE AND THE SECURITY AGREEMENT.
A default under this Note ("Event of Default") shall occur upon any or all of
the
following:
a. non-payment by Maker of any Principal or Interest on the due date as
specified hereinabove
if the Maker remains delinquent for more than 90 days and
(1) Maker has not submitted a request, in writing, for a grace
period or extension of payments, if any such grace period or extension of
payments is provided for in the then-applicable orders and regulations of
the Commission; or
(2) Maker has submitted a request, in writing, for a grace
period or extension of payments, if any such grace period or extension of
payments is provided for in the then-applicable orders and regulations of
the Commission, and following the expiration of the grant of such grace
period or extension or upon denial of such a request for a grace period or
extension, Maker has not resumed payments of Interest and Principal in
accordance with the terms of this Note;
or,
b. failure by Maker to comply with any other condition for holding the above
referenced license (as defined in the Security Agreement) as set forth in the
license
or in the Communications Act of 1934, as amended, or the then-applicable orders
and
regulations of the Commission; or
c. violation by Maker of any other covenant or term of this Note or the
Security
Agreement.
Upon any Event of Default under this Note, Payee may assess a late fee and/or
administrative
charge, plus the costs of collection, litigation, attorneys' fees, and default
payment as
specified in the then-applicable orders and regulations of the Commission, as
amended, and
Maker acknowledges that it is liable and herein expressly promises to pay on
demand such
additional costs, expenses, late charges, administrative charges, attorneys
fees, and
default payment. Upon a default under this Note, the unpaid Principal Amount,
plus all
unpaid interest accrued thereon, together with any late fee and/or
administrative charge,
plus the costs of collection, litigation, attorneys' fees, and default payment
as specified
in the then-applicable orders and regulations of the Commission, as amended,
shall become
immediately due and payable. The Maker hereby acknowledges that the Commission
has issued
Maker the above referenced license pursuant to the Communications Act of 1934,
as amended,
that is conditioned upon full and timely payment of financial obligations under
the
Commission's installment payment plan, as set forth in the then-applicable
orders and
regulations of the Commission, as amended, and that the sanctions and
enforcement authority
of the Commission shall remain applicable in the event of a failure to comply
with the terms
and conditions of the license, regardless of the enforceability of this Note or
the Security
Agreement.
No delay or omission on the part of Payee in exercising any right under this
Note, the
Security Agreement, or any other instrument securing this Note, shall operate
as a waiver of
such right or of any other right of Payee, nor shall any waiver by Payee of any
such right
or rights on any one occasion be deemed a bar to or waiver of the same right or
rights on
any future occasion.
The Maker is liable for all costs of collection or enforcement of the Payee's
rights under this Note or under the Security Agreement or under any other
instrument now or
hereafter executed by Maker in favor of Payee which in any manner evidences or
constitutes
additional security for this Note, including reasonable attorneys' fees,
whether suit is
brought or not, and all such costs shall be paid by the Maker on demand, and
whether or not
such collection or enforcement occurs in any bankruptcy, reorganization,
receivership or
other proceedings involving creditors' rights or involving a claim under this
Note or any of
the other loan documents.
Maker, all endorsers and guarantors hereof and any other party who may become
liable for all or any part of the obligation evidenced hereby, waive
presentment for
payment, notice or dishonor, protest and notice of protest, notice of
nonpayment and any and
all lack of diligence or delays in collection or enforcement of this Note.
Maker may prepay all or any part of the Principal Amount without premium or
penalty upon ten (10) days' prior written notice to Payee, given in the manner
provided in
the Security Agreement.
Partial prepayments shall not postpone or reduce regular payments to be made
hereunder. All such prepayments shall be applicable first to the payment of
late charges, if
any, costs and expenses, and administrative penalties due hereunder, then to
accrued and
unpaid interest, then to that portion of the unpaid Principal Amount due on the
Maturity
Date and then, if applicable, to any unpaid installments of principal in the
inverse order
of installment maturities. The Payee may require that any partial prepayments
be made on the
dates installments of principal and interest are due hereunder.
Anything to the contrary notwithstanding, Payee shall not charge, take or
receive,
and Maker shall not be obligated to pay to Payee, any amounts constituting
interest on the
Principal Amount in excess of the maximum rate permitted by applicable law. If
by reason of
the acceleration of the unpaid Principal Amount or otherwise, interest in
excess of the
highest legal contract rate permitted by applicable law shall at
any time be paid, any such excess shall constitute and be treated as a payment
of
outstanding principal hereunder and shall operate to reduce such outstanding
Principal
Amount.
ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS NOTE,
THE SECURITY AGREEMENT, OR OTHER DOCUMENTS EVIDENCING
OR SECURING THE DEBT TRANSACTION EVIDENCED HEREBY MAY
ONLY BE BROUGHT IN THE UNITED STATES DISTRICT COURT FOR
THE DISTRICT OF COLUMBIA, AND, BY EXECUTION AND DELIVERY OF
THIS NOTE AND SECURITY AGREEMENT, THE MAKER HEREBY
ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY GENERALLY
AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID
COURT. THE PARTIES HERETO HEREBY IRREVOCABLY WMVE ANY
OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO
THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENS, WHICH ANY OF THEM MAY NOW OR HEREAFTER HAVE
TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN THE
DISTRICT OF COLUMBIA.
THE MAKER IRREVOCABLY CONSENTS TO THE SERVICE OF
PROCESS OF THE AFOREMENTIONED COURT IN ANY SUCH ACTION OR
PROCEEDING BY THE MAILING OF A COPY THEREOF BY CERTIFIED
MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID, TO THE
MAKER AT ITS ADDRESS PROVIDED HEREIN. SUCH SERVICE SHALL
BE DEEMED TO HAVE OCCURRED ON THE TIIIRD DAY AFTER SUCH
MAILING. NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHT
OF PAYEE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED
BY LAW OR COMMENCE LEGAL PROCEEDINGS OR OTHERWISE
PROCEED AGAINST THE MAKER IN ANY OTHER JURISDICTION.
EACH OF THE PARTIES HERETO HEREBY KNOWINGLY,
WILLINGLY, VOLUNTARILY, UNCONDITIONALLY, IRREVOCABLY AND
INTENTIONALLY FOREVER WAIVES ANY RIGHT IT MAY HAVE TO
TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE, THE
SECURITY AGREEMENT, OR OTHER DOCUMENTS EVIDENCING OR
SECURING THE DEBT TRANSACTION EVIDENCED HEREBY, ANY
COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (VERBAL
OR WRITTEN) OR ACTION OF ANY PERSON OR ANY EXERCISE BY ANY
PARTY OF THEIR RESPECTIVE RIGHTS UNDER THIS TRANSACTION,
DOCUMENT OR ANY RELATED DOCUMENT OR IN ANY WAY RELATING
TO THE COLLATERAL (INCLUDING, WITHOUT LIMITATION, ANY
ACTION TO RESCIND OR CANCEL THIS TRANSACTION OR ANY
CLAIMS OR DEFENSES ASSERTING THAT THIS TRANSACTION, IN
WHOLE OR IN PART, WAS FRAUDULENTLY INDUCED OR IS
OTHERWISE VOID OR VOIDABLE). MAKER REPRESENTS THAT NO
ORAL OR WRITTEN STATEMENTS HAVE BEEN MADE BY ANY PARTY
TO INCLUDE THIS SUBMISSION OR JURISDICTION AND WAIVER OF
TRAIL BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS STATED
EFFECT. MAKER FURTHER REPRESENTS THAT IT HAS BEEN
REPRESENTED BY INDEPENDENT COUNSEL, SELECTED BY ITS OWN
FREE WILL, IN SIGMNG THIS NOTE AND IN THE MAMNG OF THIS
WAIVER AND THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS
WAIVER WITH SUCH COUNSEL. THIS PROVISION IS A MATERIAL
INDUCEMENT FOR PAYEE TO ENTER INTO THIS TRANSACTION AND
THE VARIOUS DOCUMENTS RELATED THERETO.
Maker acknowledges that this Note and Security Agreement (any attachments
affixed
thereto by the Commission with the permission and knowledge of the
Maker/Debtor), along with
the then-current applicable Commission orders and regulations and the
Communications Act of
1934, as amended, set forth the entire agreement, written and oral, of the
parties, and all
inconsistent prior statements, understandings, notices, representations and
agreements
between the parties, oral or written, are superseded by and merged in this
Note, the
Security Agreement or other documents evidencing or securing the debt
transaction evidenced
hereby. Except as otherwise expressly provided herein, all of Payee's
representations,
warranties, covenants and agreements in this Note and Security Agreement shall
merge in the
documents and agreements executed by the Maker and shall not survive said
execution.
If any provision or part of this Note and/or the Security Agreement shall for
any
reason be held or deemed to be invalid, illegal, or unenforceable in any
respect, such
invalidity, illegality or unenforceability shall not affect any other provision
of this Note
and this Note shall be construed as if such invalid, illegal or unenforceable
provision had
never been contained herein and the remaining provisions of this Note shall
remain in full
force and effect. The enforceability of the Note and/or the Security Agreement
do not alter
the rights and obligations of the Maker and Payee under the Communications Act
of 1934, as
amended, or under the then-applicable orders and regulations of the Commission,
as amended.
Any notice demand or request hereunder shall be given in the manner set forth
in
the Security Agreement.
This Note shall be governed by and construed in accordance with the
Communications
Act of 1934, as amended, the then-applicable orders and regulations of the
Commission, and
federal law. Nothing in this Note shall be deemed to modify any then-applicable
orders and
regulations of the Commission, and nothing in this Note shall be deemed to
release the Maker
from compliance therewith. This Note may not be changed, modified, waived,
terminated or
discharged orally, but only by an agreement in writing executed by the party
against whom
enforcement of any such change, modification, waiver, termination, or discharge
is sought.
Maker represents and warrants that any statements made by or on behalf of Maker
in
connection with this Note: (I) are true and accurate in all material respects;
and (ii) do
not omit any material facts or information that would make such statement
misleading in the
context of Payee's evaluation of the note, and acknowledges and agrees that
Payee is
entitled to and his relied on such statements in agreeing to the Note.
Payee shall have the right at any time to assign, endorse, pledge, convey or
otherwise transfer this Note and all of the other loan documents to any party.
From and
after the date of such assignment, endorsement, pledge, conveyance or other
transfer, such
transferee shall be entitled to exercise any and all rights and remedies of
Payee hereunder.
Maker shall not assign, convey or otherwise transfer its rights and obligations
hereunder
without the prior written consent of the Commission.
Date: 11-26-96 21st Century Telesis Joint Venture [NAME
OF MAKER]
By: Philip J. Chasmar
Its: Secretary
License Grant date: September 17, 1996
License Number: PBB333C
INSTALLMENT PLAN C AMORTIZATION SCHEDULE
for Federal Communications Commission Broadband Personal Communications
Service, C-Block
Licenses
(Interest-only Payments for the First Six Years)
Orig Balance Orig Rate Term (yrs) 1st PMT Future Value
$1,759,085.78 7.00% 10 Dec-96 $0
<CAPTION>
Pmt# Date Yr Rate P&I Payment Principal Interest Extra
New Balance Cum. Int. Yrly Total Amt
Prin (Prin Only)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 Dec-96 7.00% $35,422.69 $0.00 $35,422.69 $0.00 $1,759
,085.78 $35,422.69 $35,422.69
2 Mar-97 7.00% $30,784.00 $0.00 $30,784.00 $0.00 $1,759
,085.78 $66,206.69 $30,784.00
3 Jun-97 7.00% $30,784.00 $0.00 $30,784.00 $0.00 $1,759
,085.78 $96,990.69 $61,568.00
4 Sep-97 7.00% $30,784.00 $0.00 $30,784.00 $0.00 $1,759
,085.78 $127,774.69 $92,352.00
5 Dec-97 7.00% $30,784.00 $0.00 $30,784.00 $0.00 $1,759
,085.78 $158,558.69 $123,136.00
6 Mar-98 7.00% $30,784.00 $0.00 $30,784.00 $0.00 $1,759
,085.78 $189,342.69 $30,784.00
7 Jun-98 7.00% $30,784.00 $0.00 $30,784.00 $0.00 $1,759
,085.78 $220,126.69 $61,568.00
8 Sep-98 7.00% $30,784.00 $0.00 $30,784.00 $0.00 $1,759
,085.78 $250,910.69 $92,352.00
9 Dec-98 7.00% $30,784.00 $0.00 $30,784.00 $0.00 $1,759
,085.78 $281,694.70 $123,136.00
10 Mar-99 7.00% $30,784.00 $0.00 $30,784.00 $0.00 $1,759
,085.78 $312,478.70 $30,784.00
11 Jun-99 7.00% $30,784.00 $0.00 $30,784.00 $0.00 $1,759
,085.78 $343,262.70 $61,568.00
12 Sep-99 7.00% $30,784.00 $0.00 $30,784.00 $0.00 $1,759
,085.78 $374,046.70 $92,352.00
13 Dec-99 7.00% $30,784.00 $0.00 $30,784.00 $0.00 $1,759
,085.78 $404,830.70 $123,136.00
14 Mar-2000 7.00% $30,784.00 $0.00 $30,784.00 $0.00 $1,759
,085.78 $435,614.70 $30,784.00
15 Jun-2000 7.00% $30,784.00 $0.00 $30,784.00 $0.00 $1,759
,085.78 $466,398.70 $61,568.00
16 Sep-2000 7.00% $30,784.00 $0.00 $30,784.00 $0.00 $1,759
,085.78 $497,182.70 $92,352.00
17 Dec-2000 7.00% $30,784.00 $0.00 $30,784.00 $0.00 $1,759
,085.78 $527,966.70 $123,136.00
18 Mar-2001 7.00% $30,784.00 $0.00 $30,784.00 $0.00 $1,759
,085.78 $558,750.71 $30,784.00
19 Jun-2001 7.00% $30,784.00 $0.00 $30,784.00 $0.00 $1,759
,085.78 $589,534.71 $61,568.00
20 Sep-2001 7.00% $30,784.00 $0.00 $30,784.00 $0.00 $1,759
,085.78 $620,318.71 $92,352.00
21 Dec-2001 7.00% $30,784.00 $0.00 $30,784.00 $0.00 $1,759
,085.78 $651,102.71 $123,136.00
22 Mar-2002 7.00% $30,784.00 $0.00 $30,784.00 $0.00 $1,759
,085.78 $681,886.71 $30,784.00
23 Jun-2002 7.00% $30,784.00 $0.00 $30,784.00 $0.00 $1,759
,085.78 $712,670.71 $61,568.00
24 Sep-2002 7.00% $30,784.00 $0.00 $30,784.00 $0.00 $1,759
,085.78 $743,454.71 $92,352.00
25 Dec-2002 7.00% $127,005.25 $96,221.25 $30,784.00 $0.00
$1,66
2,864.53 $774,238.71 $123,136.00
26 Mar-2003 7.00% $127,005.25 $97,905.12 $29,100.13 $0.00
$1,56
4,959.41 $803,338.84 $29,100.13
27 Jun-2003 7.00% $127,005.25 $99,618.46 $27,386.79 $0.00
$1,46
5,340.95 $830,725.63 $56,486.92
28 Sep-2003 7.00% $127,005.25 $101,361.78 $25,643.47 $0.00
$1,36
3,979.17 $856,369.10 $82,130.39
29 Dec-2003 7.00% $127,005.25 $103,135.61 $23,869.64 $0.00
$1,26
0,843.56 $880,238.74 $106,000.03
30 Mar-2004 7.00% $127,005.25 $104,940.49 $22,064.76 $0.00
$1,15
5,903.07 $902,303.50 $22,064.76
31 Jun-2004 7.00% $127,005.25 $106,776.95 $20,228.30 $0.00
$1,04
9,126.12 $922,531.80 $42,293.06
32 Sep-2004 7.00% $127,005.25 $108,645.54 $18,359.71 $0.00
$940,
480.58 $940,891.51 $60,652.77
33 Dec-2004 7.00% $127,005.25 $110,546.84 $16,458.41 $0.00
$829,
933.74 $957,349.92 $77,111.18
34 Mar-2005 7.00% $127,005.25 $112,481.41 $14,523.84 $0.00
$717,
452.33 $971,873.76 $14,523.84
35 Jun-2005 7.00% $127,005.25 $114,449.83 $12,555.42 $0.00
$603,
002.50 $984,429.18 $27,079.26
36 Sep-2005 7.00% $127,005.25 $116,452.71 $10,552.54 $0.00
$486,
549.79 $994,981.72 $37,631.80
37 Dec-2005 7.00% $127,005.25 $118,490.63 $8,514.62 $0.00 $368,0
59.16 $1,003,496.34 $8,514.62
38 Mar-2006 7.00% $127,005.25 $120,564.21 $6,441.04 $0.00 $247,4
94.95 $1,009,937.38 $14,955.66
39 Jun-2006 7.00% $127,005.25 $122,674.09 $4,331.16 $0.00 $124,8
20.86 $1,014,268.54 $19,286.82
40 Sep-2006 7.00% $126,711.98 $124,820.86 $1,891.12 $0.00 $0.00
$1,016,159.66 $21,177.94
License Grant date: September 17, 1996
First and last payments prorated based on the above license grant date.
</TABLE>
<TABLE>
United States of America
Federal Communications Commission
RADIO STATION AUTHORIZATION
Commercial Mobile Radio Services
Personal Communications Service - Broadband
Call Sign: KNLF312
21st CENTURY TELESIS JOINT VENTURE
ATTN: PHILIP J. CHASMAR Market: B210
4665 MACARTHUR COURT SUITE IOOC JACKSON,MS
NEWPORT BEACH1 CA 92660
Channel Block: C
File Number: 00472-CW-L-96
The licensee hereof is authorized, for the period indicated, to
construct and operate radio transmitting facilities in accordance with the
terms
and conditions hereinafter described. This authorization is subject to the
provisions of the Communications Act of 1934, as amended, subsequent Acts of
Congress, international treaties and agreements to which the United States is a
signatory, and all pertinent rules and regulations of the Federal
Communications
Commission, contained in the Title 47 of the U.S. Code of Federal Regulations.
Initial Grant Date September 17, 1996
Five-year Build Out Date September 17, 2001
Expiration Date September 17, 2006
CONDITIONS.
Pursuant to Section 309(h) of the Communications Act of 1934, as amended, (47
U.S.C. Sec.
309(h)), this license is subject to the following conditions: This license does
not vest in
the licensee any right to operate a station nor any right in the use of
frequencies beyond
the term thereof nor in any other manner than authorized herein. Neither this
license nor
the right granted thereunder shall be assigned or otherwise transferred in
violation of the
Communications Act of 1934, as amended (47 U.S.C. Sec. 151, et seq.). This
license is
subject in terms to the right of use or control conferred by Section 706 of the
Communications Act of 1934, as amended
(47 U.S.C. Sec. 606).
Conditions continued on Page 2.
WAIVERS:
No waivers associated with this authorization.
Issue Date: November 18, 1996 FCC Form 463a
CONDITIONS:
This authorization is subject to the condition that, in the event that systems
using the
same frequencies as granted herein are authorized in an adjacent foreign
territory
(Canada/United States), future coordination of any base station transmitters
within 72 km
(45 miles) of the United States/Canada border shall be required to eliminate
any harmful
interference to operations in the adjacent foreign territory and to ensure
continuance of
equal access to the frequencies by both countries.
This authorization is conditioned upon the full and timely payment of all
monies due
pursuant to Sections 1.2110 and 24.711 ofthe Commission's Rules and the terms
ofthe
Commission's installment plan as set forth in the Note and Security Agreement
executed by
the licensee. Failure to comply with this condition will result in the
automatic
cancellation of this authorization.
Issue Date: November 18, 1996 FCC Form 463a
Installment Payment Plan Note
(Broadband Personal Communications Service, C Block): Auction Event No.5)
US $16,313,400.00
Washingt6n, D.C.
License No.: PBB21OC
September 17, 1996
FOR VALUE RECEIVED, the undersigned, 21st CENTURY TELESIS JOINT VENTURE, a
Delaware General
Partnership ("Maker"), promises to pay to the order of the FEDERAL
COMMUNICATIONS
COMMISSION, an independent regulatory agency of the United States ("Payee" or
"Commission"),
the principal sum of 16,313,400.00 DOLLARS ("Principal Amount"), together with
accrued
interest, computed at the annual rate of seven percent (7.00%) per annum,
("Annual Rate") on
the unpaid Principal Amount hereof, from the date of this Note until the date
the entire
Principal Amount has been paid in full.
Interest and principal shall be payable as set forth below and in accordance
with Schedule A
attached hereto and made a part hereof:
Interest only, at the Annual Rate from the date hereof until the last day of
the month
ninety (90) days hence, shall be due and payable on December 31, 1996 in the
amount of
$328,502.71. Commencing December 31, 1996, Maker shall pay interest only at the
Annual Rate,
in equal consecutive quarterly installments of $285,484.50, due on the last day
of the month
and every ninety (90) days thereafter from December 31, 1996 through September
30, 2002.
Commencing December 31, 2002, Maker shall pay principal and interest in equal
quarterly
installments of $1,177,820.57, due on the last day of each month ninety (90)
days hence
through and including June 30, 2006.
The entire unpaid Principal Amount, together with accrued and unpaid interest
thereon,
and all remaining obligations of Maker hereunder, shall be due and payable on
September 17,
2006 ("Maturity Date").
All interest shall be computed on the basis of a 360-day year for actual days
elapsed.
All payments to be made hereunder, of principal, interest, costs, expenses, or
other sums
due hereunder, shall be made to the holder of this Note in lawful money of the
United States
of America which at the time of payment shall be legal tender for the payment
of public and
private debts, free and clear and without reduction by reason of any present or
future
income, stamp or other taxes, levies, imposts, deductions, charges, compulsory
loans or
withholdings whatsoever, including interest thereon or penalties with respect
thereto, if
any imposed, assessed, levied or collected by any political subdivision or
taxing authority
thereof or therein, on or in respect of this Note or the obligations it
evidences. All
payments shall be made during normal business hours at the Commission's
designated lockbox
location as set forth from time to time in the Commission's then-applicable
orders and
regulations and/or public notices.
This Note is secured by, and entitled to the benefits of, a Security Agreement
(the
"Security Agreement") of even date between Maker and Payee. All the terms,
covenants,
conditions and agreements contained in the Security Agreement are hereby
incorporated herein
and made part of this Note to the same extent and effect as if fully set forth
herein. It is
expressly understood by Maker that all of the terms of the Security Agreement
apply to this
Note and that reference in the Security Agreement to "this Agreement" includes
both the
Security Agreement and this Note.
IT IS HEREBY EXPRESSLY AGREED THAT TIME IS OF THE ESSENCE FOR THE PERFORMANCE
OF ALL TERMS
AND CONDITIONS UNDER THIS NOTE AND THE SECURITY AGREEMENT.
A default under this Note ("Event of Default") shall occur upon any or all of
the following:
a. non-payment by Maker of any Principal or Interest on the due date as
specified
hereinabove if the Maker remains delinquent for more than 90 days and
(1) Maker has not submitted a request, in writing, for a grace period
or extension of payments, if any such grace period or extension of
payments is provided for in the then-applicable orders and regulations of
the Commission; or
(2) Maker has submitted a request, in writing, for a grace period or
extension of payments, if any such grace period or extension of payments
is provided for in the then-applicable orders and regulations of the
Commission, and following the expiration of the grant of such grace period
or extension or upon denial of such a request for a grace period or
extension, Maker has not resumed payments of Interest and Principal in
accordance with the terms of this Note;
or;
b. failure by Maker to comply with any other condition for holding the above
referenced license (as defined in the Security Agreement) as set forth in the
license
or in the Communications Act of 1934, as amended, or the then-applicable orders
and
regulations of the Commission; or
c. violation by Maker of any other covenant or term of this Note or the
Security
Agreement.
Upon any Event of Default under this Note, Payee may assess a late fee and/or
administrative charge, plus the costs of collection, litigation, attorneys'
fees, and
default payment as specified in the then-applicable orders and regulations of
the
Commission, as amended, and Maker acknowledges that it is liable and herein
expressly
promises to pay on demand such additional costs, expenses, late charges,
administrative
charges, attorneys fees, and default payment. Upon a default under this Note,
the unpaid
Principal Amount, plus all unpaid interest accrued thereon, together with any
late fee
and/or administrative charge, plus the costs of collection, litigation,
attorneys' fees, and
default payment as specified in the then-applicable orders and regulations of
the
Commission, as amended, shall become immediately due and payable. The Maker
hereby
acknowledges that the Commission has issued Maker the above referenced license
pursuant to
the Communications Act of 1934, as amended, that is conditioned upon full and
timely payment
of financial obligations under the Commission's installment payment plan, as
set forth in
the then-applicable orders and regulations of the Commission, as amended, and
that the
sanctions and enforcement authority of the Commission shall remain applicable
in the event
of a failure to comply with the terms and conditions of the license, regardless
of the
enforceability of this Note or the Security Agreement.
No delay or omission on the part of Payee in exercising any right under this
Note, the
Security Agreement, or any other instrument securing this Note, shall operate
as a waiver of
such right or of any other right of Payee, nor shall any waiver by Payee of any
such right
or rights on any one occasion be deemed a bar to or waiver of the same right or
rights on
any future occasion.
The Maker is liable for all costs of collection or enforcement of the Payee's
rights
under this Note or under the Security Agreement or under any other instrument
now or
hereafter executed by Maker in favor of Payee which in any manner evidences or
constitutes
additional security for this Note, including reasonable attorneys' fees,
whether suit is
brought or not, and all such costs shall be paid by the Maker on demand, and
whether or not
such collection or enforcement occurs in any bankruptcy, reorganization,
receivership or
other proceedings involving creditors' rights or involving a claim under this
Note or any of
the other loan documents.
Maker, all endorsers and guarantors hereof and any other party who may become
liable for all
or any part of the obligation evidenced hereby, waive presentment for payment,
notice or
dishonor, protest and notice of protest, notice of nonpayment and any and all
lack of
diligence or delays in collection or enforcement of this Note.
Maker may prepay all or any part of the Principal Amount without premium or
penalty upon ten
(10) days' prior written notice to Payee, given in the manner provided in the
Security
Agreement.
Partial prepayments shall not postpone or reduce regular payments to be made
hereunder. All
such prepayments shall be applicable first to the payment of late charges, if
any, costs and
expenses, and administrative penalties due hereunder, then to accrued and
unpaid interest,
then to that portion of the unpaid Principal Amount due on the Maturity Date
and then, if
applicable, to any unpaid installments of principal in the inverse order of
installment
maturities. The Payee may require that any partial prepayments be made on the
dates
installments of principal and interest are due hereunder.
Anything to the contrary notwithstanding, Payee shall not charge, take or
receive, and Maker
shall not be obligated to pay to Payee, any amounts constituting interest on
the Principal
Amount in excess of the maximum rate permitted by applicable law. If by reason
of the
acceleration of the unpaid Principal Amount or otherwise, interest in excess of
the highest
legal contract rate permitted by applicable law shall at any time be paid, any
such excess
shall constitute and be treated as a payment of outstanding principal hereunder
and shall
operate to reduce such outstanding Principal Amount.
ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS NOTE,
THE SECURITY AGREEMENT, OR OTHER DOCUMENTS EVIDENCING
OR SECURING THE DEBT TRANSACTION EVIDENCED HEREBY MAY
ONLY BE BROUGHT IN THE UNITED STATES DISTRICT COURT FOR
THE DISTRICT OF COLUMBIA, AND, BY EXECUTION AND DELIVERY OF
THIS NOTE AND SECURITY AGREEMENT, THE MAKER HEREBY
ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY GENERALLY
AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID
COURT. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE ANY
OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO
THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENS, WHICH ANY OF THEM MAY NOW OR HEREAFTER HAVE
TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN THE
DISTRICT OF COLUMBIA.
THE MAKER IRREVOCABLY CONSENTS TO THE SERVICE OF
PROCESS OF THE AFOREMENTIONED COURT IN ANY SUCH ACTION OR
PROCEEDING BY THE MMLING OF A COPY THEREOF BY CERTIFIED
MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID, TO THE
MAKER AT ITS ADDRESS PROVIDED HEREIN. SUCH SERVICE SHALL
BE DEEMED TO HAVE OCCURRED ON THE "HID DAY AFTER SUCH
MMLING. NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHT
OF PAYEE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED
BY LAW OR COMMENCE LEGAL PROCEEDINGS OR OTHERWISE
PROCEED AGAINST THE MAKER IN ANY OTHER JURISDICTION.
EACH OF THE PARTIES HERETO HEREBY KNOWINGLY,
WILLINGLY, VOLUNTARILY, UNCONDITIONALLY, IRREVOCABLY AND
INTENTIONALLY FOREVER WAIVES ANY RIGHT IT MAY HAVE TO
TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE, THE
SECURITY AGREEMENT, OR OTHER DOCUMENTS EVIDENCING OR
SECURING THE DEBT TRANSACTION EVIDENCED HEREBY, ANY
COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (VERBAL
OR WRITTEN) OR ACTION OF ANY PERSON OR ANY EXERCISE BY ANY
PARTY OF THEIR RESPECTIVE RIGHTS UNDER THIS TRANSACTION,
DOCUMENT OR ANY RELATED DOCUMENT OR IN ANY WAY RELATING
TO THE COLLATERAL (INCLUDING, WITHOUT LIMITATION, ANY
ACTION TO RESCIND OR CANCEL THIS TRANSACTION OR ANY
CLAIMS OR DEFENSES ASSERTING THAT THIS TRANSACTION, IN
WHOLE OR IN PART, WAS FRAUDULENTLY INDUCED OR IS
OTHERWISE VOID OR VOIDABLE). MAKER REPRESENTS THAT NO
ORAL OR WRITTEN STATEMENTS HAVE BEEN MADE BY ANY PARTY
TO INCLUDE THIS SUBMISSION OR JURISDICTION AND WMVER OF
TRAIL BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS STATED
EFFECT. MAKER FURTHER REPRESENTS THAT IT HAS BEEN
REPRESENTED BY INDEPENDENT COUNSEL, SELECTED BY ITS OWN
FREE WILL, IN SIGNING THIS NOTE AND IN THE MAKING OF THIS
WMVER AND THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS
WMVER WITH SUCH COUNSEL. THIS PROVISION IS A MATERIAL
INDUCEMENT FOR PAYEE TO ENTER INTO THIS TRANSACTION AND
THE VARIOUS DOCUMENTS RELATED THERETO.
Maker acknowledges that this Note and Security Agreement (any attachments
affixed thereto by
the Commission with the permission and knowledge of the Maker/Debtor), along
with the then-
current applicable Commission orders and regulations and the Communications Act
of 1934, as
amended, set forth the entire agreement, written and oral, of the parties, and
all
inconsistent prior statements, understandings, notices, representations and
agreements
between the parties, oral or written, are superseded by and merged in this
Note, the
Security Agreement or other documents evidencing or securing the debt
transaction evidenced
hereby. Except as otherwise expressly provided herein, all of Payee's
representations,
warranties, covenants and agreements in this Note and Security Agreement shall
merge in the
documents and agreements executed by the Maker and shall not survive said
execution.
If any provision or part of this Note and/or the Security Agreement shall for
any reason be
held or deemed to be invalid, illegal, or unenforceable in any respect, such
invalidity,
illegality or unenforceability shall not affect any other provision of this
Note and this
Note shall be construed as if such invalid, illegal or unenforceable provision
had never
been contained herein and the remaining provisions of this Note shall remain in
full force
and effect. The enforceability of the Note and/or the Security Agreement do not
alter the
rights and obligations of the Maker and Payee under the Communications Act of
1934, as
amended, or under the then-applicable orders and regulations of the Commission,
as amended.
Any notice demand or request hereunder shall be given in the manner set forth
in the
Security Agreement.
This Note shall be governed by and construed in accordance with the
Communications Act of
1934, as amended, the then-applicable orders and regulations of the Commission,
and federal
law. Nothing in this Note shall be deemed to modif~r any then-applicable orders
and
regulations of the Commission, and nothing in this Note shall be deemed to
release the Maker
from compliance therewith. This Note may not be changed, modified, waived,
terminated or
discharged orally, but only by an agreement m writing executed by the party
against whom
enforcement of any such change, modification, waiver, termination, or discharge
is sought.
Maker represents and warrants that any statements made by or on behalf of Maker
in
connection with this Note: (I) are true and accurate in all material respects;
and (ii) do
not omit any material facts or information that would make such statement
misleading in the
context of Payee's evaluation of the note, and acknowledges and agrees that
Payee is
entitled to and his relied on such statements in agreeing to the Note.
Payee shall have the right at any time to assign, endorse, pledge, convey or
otherwise
transfer this Note and all of the other loan documents to any party. From and
after the date
of such assignment, endorsement, pledge, conveyance or other transfer, such
transferee shall
be entitled to exercise any and all rights and remedies of Payee hereunder.
Maker shall not
assign, convey or otherwise transfer its rights and obligations hereunder
without the prior
written consent of the Commission.
Date: 11-26-96 21st Century Telesis Joint Venture [NAME
OF MAKER]
By: Philip J. Chasmar
Its:Secretary
License Number: PBB2IOC
INSTALLMENT PLAN C AMORTIZATION SCHEDULE
for Federal Communications Commission Broadband Personal Communications
Service, C-Block
Licenses
(Interest-only Payments for the First Six Years)
Orig Balance Orig Rate Term (yrs) 1st PNT Future Value
$16,313,400.00 7.00% 10 Dec-96 $0
<CAPTION>
Pmt# Date Yr Rate P&I Payment Principal Interest Extra New
Balance Cum. Interest Yearly Total
Prin (Prin Only) Amt
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 Dec-96 7.00% $328,502.71 $0.00 $328,502.71 $0.00 $16,31
3,400.00 $328,502.71 $328,502.71
2 Mar-97 7.00% $285,484.50 $0.00 $285,484.50 $0.00 $16,31
3,400.00 $613,987.21 $285,484.50
3 Jun-97 7.00% $285,484.50 $0.00 $285,484.50 $0.00 $16,31
3,400.00 $899,471.71 $570,969.00
4 Sep-97 7.00% $285,484.50 $0.00 $285,484.50 $0.00 $16,31
3,400.00 $1,184,956.21 $856,453.50
5 Dec-97 7.00% $285,484.50 $0.00 $285,484.50 $0.00 $16,31
3,400.00 $1,470,440.71 $1,141,938.00
6 Mar-98 7.00% $285,484.50 $0.00 $285,484.50 $0.00 $16,31
3,400.00 $1,755,925.21 $285,484.50
7 Jun-98 7.00% $285,484.50 $0.00 $285,484.50 $0.00 $16,31
3,400.00 $2,041,409.71 $570,969.00
8 Sep-98 7.00% $285,484.50 $0.00 $285,484.50 $0.00 $16,31
3,400.00 $2,326,894.21 $856,453.50
9 Dec-98 7.00% $285,484.50 $0.00 $285,484.50 $0.00 $16,31
3,400.00 $2,612,378.71 $1,141,938.00
10 Mar-99 7.00% $285,484.50 $0.00 $285,484.50 $0.00 $16,31
3,400.00 $2,897,863.21 $285,484.50
11 Jun-99 7.00% $285,484.50 $0.00 $285,484.50 $0.00 $16,31
3,400.00 $3,183,347.71 $570,969.00
12 Sep-99 7.00% $285,484.50 $0.00 $285,484.50 $0.00 $16,31
3,400.00 $3,468,832.21 $856,453.50
13 Dec-99 7.00% $285,484.50 $0.00 $285,484.50 $0.00 $16,31
3,400.00 $3,754,316.71 $1,141,938.00
14 Mar-2000 7.00% $285,484.50 $0.00 $285,484.50 $0.00 $16,31
3,400.00 $4,039,801.21 $285,484.50
15 Jun-2000 7.00% $285,484.50 $0.00 $285,484.50 $0.00 $16,31
3,400.00 $4,325,285.71 $570,969.00
16 Sep-2000 7.00% $285,484.50 $0.00 $285,484.50 $0.00 $16,31
3,400.00 $4,610,770.21 $856,453.50
17 Dec-2000 7.00% $285,484.50 $0.00 $285,484.50 $0.00 $16,31
3,400.00 $4,896,254.71 $1,141,938.00
18 Mar-2001 7.00% $285,484.50 $0.00 $285,484.50 $0.00 $16,31
3,400.00 $5,181,739.21 $285,484.50
19 Jun-2001 7.00% $285,484.50 $0.00 $285,484.50 $0.00 $16,31
3,400.00 $5,467,223.71 $570,969.00
20 Sep-2001 7.00% $285,484.50 $0.00 $285,484.50 $0.00 $16,31
3,400.00 $5,752,708.21 $856,453.50
21 Dec-2001 7.00% $285,484.50 $0.00 $285,484.50 $0.00 $16,31
3,400.00 $6,038,192.71 $1,141,938.00
22 Mar-2002 7.00% $285,484.50 $0.00 $285,484.50 $0.00 $16,31
3,400.00 $6,323,677.21 $285,484.50
23 Jun-2002 7.00% $285,484.50 $0.00 $285,484.50 $0.00 $16,31
3,400.00 $6,609,161.71 $570,969.00
24 Sep-2002 7.00% $286,484.500 $0.00 $285,484.50 $0.00
$16,313,400.00 $6,894,646.21 $856,453.50
25 Dec-2002 7.00% $1,177,820.57 $892,336.07 $285,484.50 $0.00
$15,4
21,063.93 $7,180,130.71 $1,141,938.00
26 Mar-2003 7.00% $1,177,820.57 $907,951.95 $269,868.62 $0.00
$14,5
13,111.98 $7,449,999.33 $269,868.62
27 Jun-2003 7.00% $1,177,820.57 $923,841.11 $253,979.46 $0.00
$13,5
89,270.87 $7,703,978.79 $523,848.08
28 Sep-2003 7.00% $1,177,820.57 $940,008.33 $237,812.24 $0.00
$12,6
49,262.54 $7,941,791.03 $761,660.32
29 Dec-2003 7.00% $1,177,820.57 $956,458.48 $221,362.09 $0.00
$11,6
92,804.06 $8,163,153.12 $983,022.41
30 Mar-2004 7.00% $1,177,820.57 $973,196.50 $204,624.07 $0.00
$10,7
19,607.56 $8,367,777.19 $204,624.07
31 Jun-2004 7.00% $1,177,820.57 $990,227.44 $187,593.13 $0.00
$9,72
9,380.12 $8,555,370.32 $392,217.20
32 Sep-2004 7.00% $1,177,820.57 $1,007,556.42 $170,264.15 $0.00
$8,72
1,823.70 $8,725,634.47 $562,481.35
33 Dec-2004 7.00% $1,177,820.57 $1,025,188.66 $152,631.91 $0.00
$7,69
6,635.04 $8,878,266.38 $715,113.26
34 Mar-2005 7.00% $1,177,820.57 $1,043,129.46 $134,691.11 $0.00
$6,65
3,505.58 $9,012,957.49 $134,691.11
35 Jun-2005 7.00% $1,177,820.57 $1,061,384.22 $116,436.35 $0.00
$5,59
2,121.36 $9,129,393.84 $251,127.46
36 Sep-2005 7.00% $1,177,820.57 $1,079,958.45 $97,862.12 $0.00
$4,51
2,162.91 $9,227,255.96 $348,989.58
37 Dec-2005 7.00% $1,177,820.57 $1,098,857.72 $78,962.85 $0.00
$3,41
3,305.19 $9,306,218.81 $78,962.85
38 Mar-2006 7.00% $1,177,820.57 $1,118,087.73 $59,732.84 $0.00
$2,29
5,217.46 $9,365,951.65 $138,695.69
39 Jun-2006 7.00% $1,177,820.57 $1,137,654.26 $40,166.31 $0.00
$1,15
7,563.20 $9,406,117.96 $178,862.00
40 Sep-2006 7.00% $1,175,101.08 $1,157,563.20 $17,537.88 $0.00
$0.00
$9,423,655.84 $196,399.88
License Grant date: September 17, 1996
First and last payments prorated based on the above license grant date.
</TABLE>
<TABLE>
United States of America
Federal Communications Commission
RADIO STATION AUTHORIZATION
Commercial Mobile Radio Services
Personal Communications Service - Broadband
Call Sign: KNLF313
21st CENTURY TELESIS JOINT VENTURE
ATTN: PHILIP J. CHASMAR Market: B103
4665 MACARTHUR COURT SUITE IOOC DANVILLE, IL
NEWPORT BEACH, CA 92660
Channel Block: C
File Number: 00473-CW-L-96
The licensee hereof is authorized, for the period indicated, to construct and
operate radio
transmitting facilities in accordance with the terms and conditions hereinafter
described.
This authorization is subject to the provisions of the Communications Act of
1934, as
amended, subsequent Acts of Congress, intemational treaties and agreements to
which the
United States is a signatory, and all pertinent rules and regulations of the
Federal
Communications Commission, contained in the Title 47 of the U.S. Code of
Federal
Regulations.
Initial Grant Date September 17,1996
Five-year Build Out Date September 17, 2001
Expiration Date September 17, 2006
CONDITIONS.
Pursuant to Section 309(h) of the Communications Act of 1934, as amended, (47
U.S.C. Sec.
309(h)), this license is subject to the following conditions: This license does
not vest in
the licensee any right to operate a station nor any right in the use of
frequencies beyond
the term thereof nor in any other manner than authorized herein. Neither this
license nor
the right granted thereunder shall be assigned or otherwise transferred in
violation of the
Communications Act of 1934, as amended (47 U.S.C. Sec. 151, et seq.). This
license is
subject in terms to the right of use or control conferred by Section 706 of the
Communications Act of 1934, as amended
(47 U.S.C. Sec. 606).
Conditions continued on Page 2.
WAIVERS:
No waivers associated with this authorization.
Issue Date: November 18, 1996 FCC Form 463a
CONDITIONS:
This authorization is subject to the condition that, in the event that systems
using the
same frequencies as granted herein are authorized in an adjacent foreign
territory
(Canada/United States), tuture coordination of any base station transmitters
within 72 km
(45 miles) of the United States/Canada border shall be required to eliminate
any harmfiil
interference to operations in the adjacent foreign territory and to ensure
continuance of
equal access to the frequencies by both countries.
This authorization is conditioned upon the fill and timely payment of all
monies due
pursuant to Sections 1.2110 and 24.711 of the Commission's Rules and the terms
of the
Commission's installment plan as set forth in the Note and Security Agreement
executed by
the licensee. Failure to comply with this condition will result in the
automatic
cancellation of this authorization.
Issue Date: November 18, 1996 FCC Form 463a
Installment Payment Plan Note
(Broadband Personal Communications Service, C Block): Auction Event No.5)
US $1,704,830.63 Washington, D.C.
License No. :PBB1O3C
September 17, 1996
FOR VALUE RECEIVED, the undersigned, 21st Century Telesis Joint Venture, a
Delaware General
Partnership ("Maker"), promises to pay to the order of the FEDERAL
COMMUNICATIONS
COMMISSION, an independent regulatory agency of the United States ("Payee" or
"Commission"),
the principal sum of 1,704,830.63 DOLLARS ("Principal Amount"), together with
accrued
interest, computed at the annual rate of seven percent (7.00%) per annum,
("Annual Rate") on
the unpaid Principal Amount hereof, from the date of this Note until the date
the entire
Principal Amount has been paid in full.
Interest and principal shall be payable as set forth below and in accordance
with Schedule A
attached hereto and made a part hereof:
Interest only, at the Annual Rate from the date hereof until the last day of
the month
ninety (90) days hence, shall be due and payable on December 31, 1996 in the
amount of
$34,330.15. Commencing December 31, 1996, Maker shall pay interest only at the
Annual Rate,
in equal consecutive quarterly installments of $29,834.54, due on the last day
of the month
and every ninety (90) days thereafter from December 31, 1996 through September
30, 2002.
Commencing December 31, 2002, Maker shall pay principal and interest in equal
quarterly
installments of $123,088.05, due on the last day of each month ninety (90) days
hence
through and including June 30, 2006.
The entire unpaid Principal Amount, together with accrued and unpaid interest
thereon, and
all remaining obligations of Maker hereunder, shall be due and payable on
September 17, 2006
("Maturity Date"). All interest shall be computed on the basis of a 360-day
year for actual
days elapsed.
All payments to be made hereunder, of principal, interest, costs, expenses, or
other sums
due hereunder, shall be made to the holder of this Note in lawful money of the
United States
of America which at the time of payment shall be legal tender for the payment
of public and
private debts, free and clear and without reduction by reason of any present or
future
income, stamp or other taxes, levies, imposts, deductions, charges, compulsory
loans or
withholdings whatsoever, including interest thereon or penalties with respect
thereto, if
any imposed, assessed, levied or collected by any political subdivision or
taxing authority
thereof or therein, on or in respect of this Note or the obligations it
evidences. All
payments shall be made during normal business hours at the Commission's
designated lockbox
location as set forth from time to time in the Commission's then-applicable
orders and
regulations and/or public notices.
This Note is secured by, and entitled to the benefits of, a Security Agreement
(the
"Security Agreement") of even date between Maker and Payee. All the terms,
covenants,
conditions and agreements contained in the Security Agreement are hereby
incorporated herein
and made part of this Note to the same extent and effect as if fully set forth
herein. It is
expressly understood by Maker that all of the terms of the Security Agreement
apply to this
Note and that reference in the Security Agreement to "this Agreement" includes
both the
Security Agreement and this Note.
IT IS HEREBY EXPRESSLY AGREED THAT TIME IS OF THE ESSENCE FOR THE PERFORMANCE
OF ALL TERMS
AND CONDITIONS UNDER THIS NOTE AND THE SECURITY AGREEMENT.
A default under this Note ("Event of Default") shall occur upon any or all of
the following:
a. non-payment by Maker of any Principal or Interest on the due date as
specified
hereinabove if the Maker remains delinquent for more than 90 days and
(1) Maker has not submitted a request, in writing, for a grace period or
extension of payments, if any such grace period or extension of payments is
provided for in the then-applicable orders and regulations of the
Commission; or
(2) Maker has submitted a request, in writing, for a grace period or
extension of payments, if any such grace period or extension of payments is
provided for in the then-applicable orders and regulations of the
Commission, and following the expiration of the grant of such grace period
or extension or upon denial of such a request for a grace period or
extension, Maker has not resumed payments of Interest and Principal in
accordance with the terms of this Note;
or;
b. failure by Maker to comply with any other condition for holding the above
referenced license (as defined in the Security Agreement) as set forth in the
license
or in the Communications Act of 1934, as amended, or the then-applicable orders
and
regulations of the Commission; or
c. violation by Maker of any other covenant or term of this Note or the
Security
Agreement.
Upon any Event of Default under this Note, Payee may assess a late fee and/or
administrative
charge, plus the costs of collection, litigation, attorneys' fees, and default
payment as
specified in the then-applicable orders and regulations of the Commission, as
amended, and
Maker acknowledges that it is liable and herein expressly promises to pay on
demand such
additional costs, expenses, late charges, administrative charges, attorneys
fees, and
default payment. Upon a default under this Note, the unpaid Principal Amount,
plus all
unpaid interest accrued thereon, together with any late fee and/or
administrative charge,
plus the costs of collection, litigation, attorneys' fees, and default payment
as specified
in the then-applicable orders and regulations of the Commission, as amended,
shall become
immediately due and payable. The Maker hereby acknowledges that the Commission
has issued
Maker the above referenced license pursuant to the Communications Act of 1934,
as amended,
that is conditioned upon full and timely payment of financial obligations under
the
Commission's installment payment plan, as set forth in the then-applicable
orders and
regulations of the Commission, as amended, and that the sanctions and
enforcement authority
of the Commission shall remain applicable in the event of a failure to comply
with the terms
and conditions of the license, regardless of the enforceability of this Note or
the Security
Agreement.
No delay or omission on the part of Payee in exercising any right under this
Note, the
Security Agreement, or any other instrument securing this Note, shall operate
as a waiver of
such right or of any other right of Payee, nor shall any waiver by Payee of any
such right
or rights on any one occasion be deemed a bar to or waiver of the same right or
rights on
any future occasion.
The Maker is liable for all costs of collection or enforcement of the Payee's
rights under
this Note or under the Security Agreement or under any other instrument now or
hereafter
executed by Maker in favor of Payee which in any manner evidences or
constitutes additional
security for this Note, including reasonable attorneys' fees, whether suit is
brought or
not, and all such costs shall be paid by the Maker on demand, and whether or
not such
collection or enforcement occurs in any bankruptcy, reorganization,
receivership or other
proceedings involving creditors' rights or involving a claim under this Note or
any of the
other loan documents.
Maker, all endorsers and guarantors hereof and any other party who may become
liable for all
or any part of the obligation evidenced hereby, waive presentment for payment,
notice or
dishonor, protest and notice of protest, notice of nonpayment and any and all
lack of
diligence or delays in collection or enforcement of this Note.
Maker may prepay all or any part of the Principal Amount without premium or
penalty upon ten
(10) days' prior written notice to Payee, given in the manner provided in the
Security
Agreement.
Partial prepayments shall not postpone or reduce regular payments to be made
hereunder. All
such prepayments shall be applicable first to the payment of late charges, if
any, costs and
expenses, and administrative penalties due hereunder, then to accrued and
unpaid interest,
then to that portion of the unpaid Principal Amount due on the Maturity Date
and then, if
applicable, to any unpaid installments of principal in the inverse order of
installment
maturities. The Payee may require that any partial prepayments be made on the
dates
installments of principal and interest are due hereunder.
Anything to the contrary notwithstanding, Payee shall not charge, take or
receive, and Maker
shall not be obligated to pay to Payee, any amounts constituting interest on
the Principal
Amount in excess of the maximum rate permitted by applicable law. If by reason
of the
acceleration of the unpaid Principal Amount or otherwise, interest in excess of
the highest
legal contract rate permitted by applicable law shall at any time be paid, any
such excess
shall constitute and be treated as a payment of outstanding principal hereunder
and shall
operate to reduce such outstanding Principal Amount.
ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS NOTE,
THE SECURITY AGREEMENT, OR OTHER DOCUMENTS EVIDENCING
OR SECURING THE DEBT TRANSACTION EVIDENCED HEREBY MAY
ONLY BE BROUGHT IN THE UNITED STATES DISTRICT COURT FOR
THE DISTRICT OF COLUMBIA, AND, BY EXECUTION AND DELIVERY OF
THIS NOTE AND SECURITY AGREEMENT, THE MAKER HEREBY
ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY GENERALLY
AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID
COURT. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE ANY
OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO
THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENS, WHICH ANY OF THEM MAY NOW OR HEREAFTER HAVE
TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN THE
DISTRICT OF COLUMBIA.
THE MAKER IRREVOCABLY CONSENTS TO THE SERVICE OF
PROCESS OF THE AFOREMENTIONED COURT IN ANY SUCH ACTION OR
PROCEEDING BY THE MMLING OF A COPY THEREOF BY CERTIFIED
MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID, TO THE
MAKER AT ITS ADDRESS PROVIDED HEREIN. SUCH SERVICE SHALL
BE DEEMED TO HAVE OCCURRED ON THE THIRD DAY AFTER SUCH
MAILING. NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHT
OF PAYEE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED
BY LAW OR COMMENCE LEGAL PROCEEDINGS OR OTHERWISE
PROCEED AGAINST THE MAKER IN ANY OTHER JURISDICTION.
EACH OF THE PARTIES HERETO HEREBY KNOWINGLY,
WILLINGLY, VOLUNTARILY, UNCONDITIONALLY, IRREVOCABLY AND
INTENTIONALLY FOREVER WMVES ANY RIGHT IT MAY HAVE TO
TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR
ARISING OUT OF, UNDER OR IN CONNECTION WITH TifiS NOTE, THE
SECURITY AGREEMENT, OR OTHER DOCUMENTS EVIDENCING OR
SECURING THE DEBT TRANSACTION EVIDENCED HEREBY, ANY
COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (VERBAL
OR WRITTEN) OR ACTION OF ANY PERSON OR ANY EXERCISE BY ANY
PARTY OF THEIR RESPECTIVE RIGHTS UNDER THIS TRANSACTION,
DOCUMENT OR ANY RELATED DOCUMENT OR IN ANY WAY RELATING
TO THE COLLATERAL (INCLUDING, WITHOUT LIMITATION, ANY
ACTION TO RESCIND OR CANCEL THIS TRANSACTION OR ANY
CLAIMS OR DEFENSES ASSERTING THAT THIS TRANSACTION, IN
WHOLE OR IN PART, WAS FRAUDULENTLY INDUCED OR IS
OTHERWISE VOID OR VOIDABLE). MAKER REPRESENTS THAT NO
ORAL OR WRITTEN STATEMENTS HAVE BEEN MADE BY ANY PARTY
TO INCLUDE THIS SUBMISSION OR JURISDICTION AND WAIVER OF
TRAIL BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS STATED
EFFECT. MAKER EURTHER REPRESENTS THAT IT HAS BEEN
REPRESENTED BY INDEPENDENT COUNSEL, SELECTED BY ITS OWN
FREE WILL, IN SIGMNG THIS NOTE AND IN THE MAKING OF THIS
WAIVER AND THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS
WAIVER WITH SUCH COUNSEL. THIS PROVISION IS A MATERIAL
INDUCEMENT FOR PAYEE TO ENTER INTO THIS TRANSACTION AND
THE VARIOUS DOCUMENTS RELATED THERETO.
Maker acknowledges that this Note and Security Agreement (any attachments
affixed thereto by
the Commission with the permission and knowledge of the Maker/Debtor), along
with the then-
current applicable Commission orders and regulations and the Communications Act
of 1934, as
amended, set forth the entire agreement, written and oral, of the parties, and
all
inconsistent prior statements, understandings, notices, representations and
agreements
between the parties, oral or written, are superseded by and merged in this
Note, the
Security Agreement or other documents evidencing or securing the debt
transaction evidenced
hereby. Except as otherwise expressly provided herein, all of Payee's
representations,
warranties, covenants and agreements in this Note and Security Agreement shall
merge in the
documents and agreements executed by the Maker and shall not survive said
execution.
If any provision or part of this Note and/or the Security Agreement shall for
any reason be
held or deemed to be invalid, illegal, or unenforceable in any respect, such
invalidity,
illegality or unenforceability shall not affect any other provision of this
Note and this
Note shall be construed as if such invalid, illegal or unenforceable provision
had never
been contained herein and the remaining provisions of this Note shall remain in
full force
and effect. The enforceability of the Note and/or the Security Agreement do not
alter the
rights and obligations of the Maker and Payee under the Communications Act of
1934, as
amended, or under the then-applicable orders and regulations of the Commission,
as amended.
Any notice demand or request hereunder shall be given in the manner set forth
in the
Security Agreement. This Note shall be governed by and construed in accordance
with the
Communications Act of 1934, as amended, the then-applicable orders and
regulations of the
Commission, and federal law. Nothing in this Note shall be deemed to modify any
then-
applicable orders and regulations of the Commission, and nothing in this Note
shall be
deemed to release the Maker from compliance therewith. This Note may not be
changed,
modified, waived, terminated or discharged orally, but only by an agreement in
writing
executed by the party against whom enforcement of any such change,
modification, waiver,
termination, or discharge is sought.
Maker represents and warrants that any statements made by or on behalf of Maker
in
connection with this Note: (I) are true and accurate in all material respects;
and (ii) do
not omit any material facts or information that would make such statement
misleading in the
context of Payee's evaluation of the note, and acknowledges and agrees that
Payee is
entitled to and his relied on such statements in agreeing to the Note.
Payee shall have the right at any time to assign, endorse, pledge, convey or
otherwise
transfer this Note and all of the other loan documents to any party. From and
after the date
of such assignment, endorsement, pledge, conveyance or other transfer, such
transferee shall
be entitled to exercise any and all rights and remedies of Payee hereunder.
Maker shall not
assign, convey or otherwise transfer its rights and obligations hereunder
without the prior
written consent of the Commission.
Date: 11-26-96 21st Century Telesis Joint Venture [NAME
OF MAKER]
By: Philip J. Chasmar
Its: Secretary
License Number: PBB103C INSTALLMENT PLAN AMORTIZATION SCHEDULE
for Federal Communications Commission Broadband Personal Communications
Service, C-Block
Licenses
(Interest-only Payments for the First Six Years)
Orig Balance Orig Rate Term (yrs) 1st PMT Future Value
$1,704,830.63 7.00% 10 Dec-96 $0
<CAPTION>
Pmt# Date Yr Rate P&I Payment Principal Interest Extra
New
Balance Cum. Int. Yearly Total Amt
Prin (Prin Only)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 Dec-96 7.00% $34,330.15 $0.00 $34,330.15 $0.00 $1,704
,830.63 $34,330.15 $34,330.15
2 Mar-97 7.00% $29,834.54 $0.00 $29,834.54 $0.00 $1,704
,830.63 $64,164.69 $29,834.54
3 Jun-97 7.00% $29,834.54 $0.00 $29,834.54 $0.00 $1,704
,830.63 $93,999.22 $59,669.07
4 Sep-97 7.00% $29,834.54 $0.00 $29,834.54 $0.00 $1,704
,830.63 $123,833.76 $89,503.61
5 Dec-97 7.00% $29,834.54 $0.00 $29,834.54 $0.00 $1,704
,830.63 $153,668.30 $119,338.14
6 Mar-98 7.00% $29,834.54 $0.00 $29,834.54 $0.00 $1,704
,830.63 $183,502.83 $29,834.54
7 Jun-98 7.00% $29,834.54 $0.00 $29,834.54 $0.00 $1,704
,830.63 $213,337.37 $59,669.07
8 Sep-98 7.00% $29,834.54 $0.00 $29,834.54 $0.00 $1,704
,830.63 $243,171.90 $89,503.61
9 Dec-98 7.00% $29,834.54 $0.00 $29,834.54 $0.00 $1,704
,830.63 $273,006.44 $119,338.14
10 Mar-99 7.00% $29,834.54 $0.00 $29,834.54 $0.00 $1,704
,830.63 $302,840.98 $29,834.54
11 Jun-99 7.00% $29,834.54 $0.00 $29,834.54 $0.00 $1,704
,830.63 $332,675.51 $59,669.07
12 Sep-99 7.00% $29,834.54 $0.00 $29,834.54 $0.00 $1,704
,830.63 $362,510.05 $89,503.61
13 Dec-99 7.00% $29,834.54 $0.00 $29,834.54 $0.00 $1,704
,830.63 $392,344.58 $119,338.14
14 Mar-2000 7.00% $29,834.54 $0.00 $29,834.54 $0.00 $1,704
,830.63 $422,179.12 $29,834.54
15 Jun-2000 7.00% $29,834.54 $0.00 $29,834.54 $0.00 $1,704
,830.63 $452,013.66 $59,669.07
16 Sep-2000 7.00% $29,834.54 $0.00 $29,834.54 $0.00 $1,704
,830.63 $481,848.19 $89,503.61
17 Dec-2000 7.00% $29,834.54 $0.00 $29,834.54 $0.00 $1,704
,830.63 $511,682.73 $119,338.14
18 Mar-2001 7.00% $29,834.54 $0.00 $29,834.54 $0.00 $1,704
,830.63 $541,517.26 $29,834.54
19 Jun-2001 7.00% $29,834.54 $0.00 $29,834.54 $0.00 $1,704
,830.63 $571,351.80 $59,669.07
20 Sep-2001 7.00% $29,834.54 $0.00 $29,834.54 $0.00 $1,704
,830.63 $601,186.34 $89,503.61
21 Dec-2001 7.00% $29,834.54 $0.00 $29,834.54 $0.00 $1,704
,830.63 $631,020.87 $119,338.14
22 Mar-2002 7.00% $29,834.54 $0.00 $29,834.54 $0.00 $1,704
,830.63 $660,855.41 $29,834.54
23 Jun-2002 7.00% $29,834.54 $0.00 $29,834.54 $0.00 $1,704
,830.63 $690,689.94 $59,669.07
24 Sep-2002 7.00% $29,834.54 $0.00 $29,834.54 $0.00 $1,704
,830.63 $720,524.48 $89,503.61
25 Dec-2002 7.00% $123,088.05 $93,253.51 $29,834.54 $0.00
$1,61
1,577.12 $750,359.02 $119,338.15
26 Mar-2003 7.00% $123,088.05 $94,885.45 $28,202.60 $0.00
$1,51
6,691.67 $778,561.62 $28,202.60
27 Jun-2003 7.00% $123,088.05 $96,545.95 $26,542.10 $0.00
$1,42
0,145.72 $805,103.72 $54,744.70
28 Sep-2003 7.00% $123,088.05 $98,235.50 $24,852.55 $0.00
$1,32
1,910.22 $829,956.27 $79,597.25
29 Dec-2003 7.00% $123,088.05 $99,954.62 $23,133.43 $0.00
$1,22
1,955.60 $853,089.70 $102,730.68
30 Mar-2004 7.00% $123,088.05 $101,703.83 $21,384.22 $0.00
$1,12
0,251.77 $874,473.92 $21,384.22
31 Jun-2004 7.00% $123,088.05 $103,483.64 $19,604.41 $0.00
$1,01
6,768.13 $894,078.33 $40,988.63
32 Sep-2004 7.00% $123,088.05 $105,294.61 $17,793.44 $0.00
$911,
473.52 $911,871.77 $58,782.07
33 Dec-2004 7.00% $123,088.05 $107,137.26 $15,950.79 $0.00
$804,
336.26 $927,822.56 $74,732.86
34 Mar-2005 7.00% $123,088.05 $109,012.17 $14,075.88 $0.00
$695,
324.09 $941,898.44 $14,075.88
35 Jun-2005 7.00% $123,088.05 $110,919.88 $12,168.17 $0.00
$584,
404.21 $954,066.61 $26,244.05
36 Sep-2005 7.00% $123,088.05 $112,860.98 $10,227.07 $0.00
$471,
543.23 $964,293.68 $36,471.12
37 Dec-2005 7.00% $123,088.05 $114,836.04 $8,252.01 $0.00 $356,7
07.19 $972,545.69 $8,252.01
38 Mar-2006 7.00% $123,088.05 $116,845.67 $6,242.38 $0.00 $239,8
61.52 $978,788.07 $14,494.39
39 Jun-2006 7.00% $123,088.05 $118,890.47 $4,197.58 $0.00 $120,9
71.05 $982,985.65 $18,691.97
40 Sep-2006 7.00% $122,803.84 $120,971.05 $1,832.79 $0.00 $0.00
$984,818.44 $20,524.76
License Grant date: September 17, 1996
First and last payments prorated based on the above license grant date.
</TABLE>
<TABLE>
United States of America
Federal Communications Commission
RADIO STATION AUTHORIZATION
Commercial Mobile Radio Services
Personal Communications Service - Broadband
Call Sign: KNLF314
21st CENTURY TELESIS JOINT VENTURE
ATTN: PHILIP J. CHASMAR Market: B442
4665 MACARTHUR COURT SUITE IOOC TERRE HAUTE, IN
NEWPORT BEACH, CA 92660
Channel Block: C
File Number: 00475-CW-L-96
The licensee hereof is authorized, for the period indicated, to construct and
operate radio
transmitting facilities in accordance with the terms and conditions hereinafter
described.
This authorization is subject to the provisions of the Communications Act of
1934, as
amended, subsequent Acts of Congress, international treaties and agreements to
which the
United States is a signatory, and all pertinent rules and regulations of the
Federal
Communications Commission, contained in the Title 47 of the U.S. Code of
Federal
Regulations.
Initial Grant Date September 17,1996
Five-year Build Out Date September 17, 2001
Bxpiration Date September 17, 2006
CONDITIONS.
Pursuant to Section 309(h) of the Communications Act of 1934, as amended, (47
U.S.C. Sec.
309(h)), this license is subject to the following conditions: This license does
not vest in
the licensee any right to operate a station nor any right in the use of
frequencies beyond
the term thereof nor in any other manner than authorized herein. Neither this
license nor
the right granted thereunder shall be assigned or otherwise transferred in
violation of the
Communications Act of 1934, as amended (47 U.S.C. Sec. 151, et seq.). This
license is
subject in terms to the right of use or control conferred by Section 706 of the
Communications Act of 1934, as amended
(47 U.S.C. Sec. 606).
Conditions continued on Page 2.
WAIVERS:
No waivers associated with this authorization.
Issue Date: November 18, 1996 FCC Form 463a
CONDITIONS:
This authorization is subject to the condition that, in the event that systems
using the same
frequencies as granted herein are authorized in an adjacent foreign territory
(CanadaJUnited States), future coordination of any base station transmitters
within 72 km
(45 miles) of the United States/Canada border shall be required to eliminate
any harmfiil
interference to operations in the adjacent foreign territory and to ensure
continuance of
equal access to the frequencies by both countries.
This authorization is conditioned upon the full and timely payment of all
monies due pursuant
to Sections 1.2110 and 24.711 of the Commission's Rules and the terms of the
Commission's
installment plan asset forth in the Note and Security Agreement executed by the
licensee.
Failure to comply with this condition will result in the automatic cancellation
of this
authorization.
Issue Date: November 18, 1996 FCC Form 463a
Installment Payment Plan Note
(Broadband Personal Communications Service, C Block): Auction Event No.5)
US $4,810,136.40
Washington, D.C.
License No. :PBB442C
September 17, 1996
FOR VALUE RECEIVED, the undersigned, 21st CENTURY TELESIS JOINT VENTURE, a
Delaware General
Partnership ("Maker"), promises to pay to the order of the FEDERAL
COMMUNICATIONS
COMMISSION, an independent regulatory agency of the United States ("Payee" or
"Commission"),
the principal sum of 4,810,136.40 DOLLARS ("Principal Amount"), together with
accrued
interest, computed at the annual rate of seven percent (7.00%) per annum,
("Annual Rate") on
the unpaid Principal Amount hereof, from the date of this Note until the date
the entire
Principal Amount has been paid in full.
Interest and principal shall be payable as set forth below and in accordance
with Schedule A
attached hereto and made a part hereof:
Interest only, at the Annual Rate from the date hereof until the last day of
the month
ninety (90) days hence, shall be due and payable on December 31, 1996 in the
amount of
$96,861.65. Commencing December 31, 1996, Maker shall pay interest only at the
Annual Rate,
in equal consecutive quarterly installments of $84,177.39, due on the last day
of the month
and every ninety (90) days thereafter from December 31, 1996 through September
30, 2002.
Commencing December 31, 2002, Maker shall pay principal and interest in equal
quarterly
installments of $347,289.81, due on the last day of each month ninety (90) days
hence
through and including June 30, 2006.
The entire unpaid Principal Amount, together with accrued and unpaid interest
thereon, and
all remaining obligations of Maker hereunder, shall be due and payable on
September 17, 2006
("Maturity Date").
All interest shall be computed on the basis of a 360-day year for actual days
elapsed.
All payments to be made hereunder, of principal, interest, costs, expenses, or
other sums
due hereunder, shall be made to the holder of this Note in lawful money of the
United States
of America which at the time of payment shall be legal tender for the payment
of public and
private debts, free and clear and without reduction by reason of any present or
future
income, stamp or other taxes, levies, imposts, deductions, charges, compulsory
loans or
withholdings whatsoever, including interest thereon or penalties with respect
thereto, if
any imposed, assessed, levied or collected by any political subdivision or
taxing authority
thereof or therein, on or in respect of this Note or the obligations it
evidences. All
payments shall be made during normal business hours at the Commission's
designated lockbox
location as set forth from time to time in the Commission's then-applicable
orders and
regulations and/or public notices.
This Note is secured by, and entitled to the benefits of, a Security Agreement
(the
"Security Agreement") of even date between Maker and Payee. All the terms,
covenants,
conditions and agreements contained in the Security Agreement are hereby
incorporated herein
and made part of this Note to the same extent and effect as if fully set forth
herein. It is
expressly understood by Maker that all of the terms of the Security Agreement
apply to this
Note and that reference in the Security Agreement to "this Agreement" includes
both the
Security Agreement and this Note.
IT IS HEREBY EXPRESSLY AGREED THAT TIME IS OF THE ESSENCE FOR THE PERFORMANCE
OF ALL TERMS
AND CONDITIONS UNDER THIS NOTE AND THE SECURITY AGREEMENT.
A default under this Note ("Event of Default") shall occur upon any or all of
the following:
a. non-payment by Maker of any Principal or Interest on the due date as
specified
hereinabove if the Maker remains delinquent for more than 90 days and
(1) Maker has not submitted a request, in writing, for a grace period
or extension of payments, if any such grace period or extension of
payments is provided for in the then-applicable orders and regulations of
the Commission; or
(2) Maker has submitted a request, in writing, for a grace period or
extension of payments, if any such grace period or extension of payments
is provided for in the then-applicable orders and regulations of the
Commission, and following the expiration of the grant of such grace period
or extension or upon denial of such a request for a grace period or
extension, Maker has not resumed payments of Interest and Principal in
accordance with the terms of this Note;
or,
b. failure by Maker to comply with any other condition for holding the above
referenced license (as defined in the Security Agreement) as set forth in the
license
or in the Communications Act of 1934, as amended, or the then-applicable orders
and
regulations of the Commission; or
c. violation by Maker of any other covenant or term of this Note or the
Security
Agreement.
Upon any Event of Default under this Note, Payee may assess a late fee
and/or administrative charge, plus the costs of collection,
litigation, attorneys' fees, and default payment as specified in the
then-applicable orders and regulations of the Commission, as amended,
and Maker acknowledges that it is liable and herein expressly promises
to pay on demand such additional costs, expenses, late charges,
administrative charges, attorneys fees, and default payment. Upon a
default under this Note, the unpaid Principal Amount, plus all unpaid
interest accrued thereon, together with any late fee and/or
administrative charge, plus the costs of collection, litigation,
attorneys' fees, and default payment as specified in the then-
applicable orders and regulations of the Commission, as amended, shall
become immediately due and payable. The Maker hereby acknowledges that
the Commission has issued Maker the above referenced license pursuant
to the Communications Act of 1934, as amended, that is conditioned
upon full and timely payment of financial obligations under the
Commission's installment payment plan, as set forth in the then-
applicable orders and regulations of the Commission, as amended, and
that the sanctions and enforcement authority of the Commission shall
remain applicable in the event of a failure to comply with the terms
and conditions of the license, regardless of the enforceability of
this Note or the Security Agreement.
No delay or omission on the part of Payee in exercising any right
under this Note, the Security Agreement, or any other instrument
securing this Note, shall operate as a waiver of such right or of any
other right of Payee, nor shall any waiver by Payee of any such right
or rights on any one occasion be deemed a bar to or waiver of the same
right or rights on any future occasion.
The Maker is liable for all costs of collection or enforcement of the Payee's
rights under
this Note or under the Security Agreement or under any other instrument now or
hereafter
executed by Maker in favor of Payee which in any manner evidences or
constitutes additional
security for this Note, including reasonable attorneys' fees, whether suit is
brought or
not, and all such costs shall be paid by the Maker on demand, and whether or
not such
collection or enforcement occurs in any bankruptcy, reorganization,
receivership or other
proceedings involving creditors' rights or involving a claim under this Note or
any of the
other loan documents.
Maker, all endorsers and guarantors hereof and any other party who may become
liable for all
or any part of the obligation evidenced hereby, waive presentment for payment,
notice or
dishonor, protest and notice of protest, notice of nonpayment and any and all
lack of
diligence or delays in collection or enforcement of this Note.
Maker may prepay all or any part of the Principal Amount without premium or
penalty upon ten
(10) days' prior written notice to Payee, given in the manner provided in the
Security
Agreement.
Partial prepayments shall not postpone or reduce regular payments to be made
hereunder. All
such prepayments shall be applicable first to the payment of late charges, if
any, costs and
expenses, and administrative penalties due hereunder, then to accrued and
unpaid interest,
then to that portion of the unpaid Principal Amount due on the Maturity Date
and then, if
applicable, to any unpaid installments of principal in the inverse order of
installment
maturities. The Payee may require that any partial prepayments be made on the
dates
installments of principal and interest are due hereunder.
Anything to the contrary notwithstanding, Payee shall not charge, take or
receive, and Maker
shall not be obligated to pay to Payee, any amounts constituting interest on
the Principal
Amount in excess of the maximum rate permitted by applicable law. If by reason
of the
acceleration of the unpaid Principal Amount or otherwise, interest in excess of
the highest
legal contract rate permitted by applicable law shall at
any time be paid, any such excess shall constitute and be treated as a payment
of
outstanding principal hereunder and shall operate to reduce such outstanding
Principal
Amount.
ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS NOTE,
THE SECURITY AGREEMENT, OR OTHER DOCUMENTS EVIDENCING
OR SECURING THE DEBT TRANSACTION EVIDENCED HEREBY MAY
ONLY BE BROUGHT IN THE UNITED STATES DISTRICT COURT FOR
THE DISTRICT OF COLUMBIA, AND, BY EXECUTION AND DELIVERY OF
THIS NOTE AND SECURITY AGREEMENT, THE MAKER HEREBY
ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY GENERALLY
AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID
COURT. THE PARTIES HERETO HEREBY IRREVOCABLY WMVE ANY
OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO
THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENS, WHICH ANY OF THEM MAY NOW OR HEREAFTER HAVE
TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN THE
DISTRICT OF COLUMBIA.
THE MAKER IRREVOCABLY CONSENTS TO THE SERVICE OF
PROCESS OF THE AFOREMENTIONED COURT IN ANY SUCH ACTION OR
PROCEEDING BY THE MMLING OF A COPY THEREOF BY CERTIFIED
MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID, TO THE
MAKER AT ITS ADDRESS PROVIDED HEREIN. SUCH SERVICE SHALL
BE DEEMED TO HAVE OCCURRED ON THE THIRD DAY AFTER SUCH
MAILING. NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHT
OF PAYEE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED
BY LAW OR COMMENCE LEGAL PROCEEDINGS OR OTHERWISE
PROCEED AGAINST THE MAKER IN ANY OTHER JURISDICTION.
EACH OF THE PARTIES HERETO HEREBY KNOWINGLY,
WILLINGLY, VOLUNTARILY, UNCONDITIONALLY, IRREVOCABLY AND
INTENTIONALLY FOREVER WAIVES ANY RIGHT IT MAY HAVE TO
TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE, THE
SECURITY AGREEMENT, OR OTHER DOCUMENTS EVIDENCING OR
SECURING THE DEBT TRANSACTION EVIDENCED HEREBY, ANY
COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (VERBAL
OR WRITTEN) OR ACTION OF ANY PERSON OR ANY EXERCISE BY ANY
PARTY OF THEIR RESPECTIVE RIGHTS UNDER THIS TRANSACTION,
DOCUMENT OR ANY RELATED DOCUMENT OR IN ANY WAY RELATING
TO THE COLLATERAL (INCLUDING, WITHOUT LIMITATION, ANY
ACTION TO RESCIND OR CANCEL THIS TRANSACTION OR ANY
CLAIMS OR DEFENSES ASSERTING THAT THIS TRANSACTION, IN
WHOLE OR IN PART, WAS FRAUDULENTLY INDUCED OR IS
OTHERWISE VOID OR VOIDABLE). MAKER REPRESENTS THAT NO
ORAL OR WRITTEN STATEMENTS HAVE BEEN MADE BY ANY PARTY
TO INCLUDE THIS SUBMISSION OR JURISDICTION AND WAIVER OF
TRAIL BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS STATED
EFFECT. MAKER FURTHER REPRESENTS THAT IT HAS BEEN
REPRESENTED BY INDEPENDENT COUNSEL, SELECTED BY ITS OWN
FREE WILL, IN SIGMNG THIS NOTE AND IN THE MAMNG OF THIS
WAIVER AND THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS
WAIVER WITH SUCH COUNSEL. THIS PROVISION IS A MATERIAL
INDUCEMENT FOR PAYEE TO ENTER INTO THIS TRANSACTION AND
THE VARIOUS DOCUMENTS RELATED THERETO.
Maker acknowledges that this Note and Security Agreement (any attachments
affixed thereto by
the Commission with the permission and knowledge of the Maker/Debtor), along
with the then-
current applicable Commission orders and regulations and the Communications Act
of 1934, as
amended, set forth the entire agreement, written and oral, of the parties, and
all
inconsistent prior statements, understandings, notices, representations and
agreements
between the parties, oral or written, are superseded by and merged in this
Note, the
Security Agreement or other documents evidencing or securing the debt
transaction evidenced
hereby. Except as otherwise expressly provided herein, all of Payee's
representations,
warranties, covenants and agreements in this Note and Security Agreement shall
merge in the
documents and agreements executed by the Maker and shall not survive said
execution.
If any provision or part of this Note and/or the Security Agreement shall for
any reason be
held or deemed to be invalid, illegal, or unenforceable in any respect, such
invalidity,
illegality or unenforceability shall not affect any other provision of this
Note and this
Note shall be construed as if such invalid, illegal or unenforceable provision
had never
been contained herein and the remaining provisions of this Note shall remain in
full force
and effect. The enforceability of the Note and/or the Security Agreement do not
alter the
rights and obligations of the Maker and Payee under the Communications Act of
1934, as
amended, or under the then-applicable orders and regulations of the Commission,
as amended.
Any notice demand or request hereunder shall be given in the manner set forth
in the
Security Agreement.
This Note shall be governed by and construed in accordance with the
Communications Act of
1934, as amended, the then-applicable orders and regulations of the Commission,
and federal
law. Nothing in this Note shall be deemed to modi~ any then-applicable orders
and
regulations of the Commission, and nothing in this Note shall be deemed to
release the Maker
from compliance therewith. This Note may not be changed, modified, waived,
terminated or
discharged orally, but only by an agreement in writing executed by the party
against whom
enforcement of any such change, modification, waiver, termination, or discharge
is sought.
Maker represents and warrants that any statements made by or on behalf of Maker
in
connection with this Note: (I) are true and accurate in all material respects;
and (ii) do
not omit any material facts or information that would make such statement
misleading in the
context of Payee's evaluation of the note, and acknowledges and agrees that
Payee is
entitled to and his relied on such statements in agreeing to the Note.
Payee shall have the right at any time to assign, endorse, pledge, convey or
otherwise
transfer this Note and all of the other loan documents to any party. From and
after the date
of such assignment, endorsement, pledge, conveyance or other transfer, such
transferee shall
be entitled to exercise any and all rights and remedies of Payee hereunder.
Maker shall not
assign, convey or otherwise transfer its rights and obligations hereunder
without the prior
written consent of the Commission.
Date: 11-26-96 21st Century Telesis Joint Venture
[NAME OF MAKER]
By: Philip J. Chasmar
Its: Secretary
License Number: PBB442C
INSTALLMENT PLAN C AMORTIZATION SCHEDULE
for Federal Communications Commission Broadband Personal Communications
Service, C-Block
Licenses
(Interest-only Payments for the First Six Years)
Orig balance Orig Rate Term (yrs) 1st PMT Future Value
$4,810,136.40 7.00% 10 Dec-96 $0
<CAPTION>
Pmt# Date Yr Rate P&I Payment Principal Interest Extra New
Balance Cum. Interest Yearly Total Amt
Prin (Prin Only)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 Dec-96 7.00% $96,861.65 $0.00 $96,861.65 $0.00 $4,810
,136.40 $96,861.65 $96,861.65
2 Mar-97 7.00% $84,177.39 $0.00 $84,177.39 $0.00 $4,810
,136.40 $181,039.04 $84,177.39
3 Jun-97 7.00% $84,177.39 $0.00 $84,177.39 $0.00 $4,810
,136.40 $265,216.42 $168,354.77
4 Sep-97 7.00% $84,177.39 $0.00 $84,177.39 $0.00 $4,810
,136.40 $349,393.81 $252,532.16
5 Dec-97 7.00% $84,177.39 $0.00 $84,177.39 $0.00 $4,810
,136.40 $433,571.20 $336,709.55
6 Mar-98 7.00% $84,177.39 $0.00 $84,177.39 $0.00 $4,810
,136.40 $517,748.59 $84,177.39
7 Jun-98 7.00% $84,177.39 $0.00 $84,177.39 $0.00 $4,810
,136.40 $601,925.97 $168,354.77
8 Sep-98 7.00% $84,177.39 $0.00 $84,177.39 $0.00 $4,810
,136.40 $686,103.36 $252,532.16
9 Dec-98 7.00% $84,177.39 $0.00 $84,177.39 $0.00 $4,810
,136.40 $770,280.75 $336,709.55
10 Mar-99 7.00% $84,177.39 $0.00 $84,177.39 $0.00 $4,810
,136.40 $854,458.13 $84,177.39
11 Jun-99 7.00% $84,177.39 $0.00 $84,177.39 $0.00 $4,810
,136.40 $938,635.52 $168,354.77
12 Sep-99 7.00% $84,177.39 $0.00 $84,177.39 $0.00 $4,810
,136.40 $1,022,812.91 $252,532.16
13 Dec-99 7.00% $84,177.39 $0.00 $84,177.39 $0.00 $4,810
,136.40 $1,106,990.29 $336,709.55
14 Mar-2000 7.00% $84,177.39 $0.00 $84,177.39 $0.00 $4,810
,136.40 $1,191,167.68 $84,177.39
15 Jun-2000 7.00% $84,177.39 $0.00 $84,177.39 $0.00 $4,810
,136.40 $1,275,345.07 $168,354.77
16 Sep-2000 7.00% $84,177.39 $0.00 $84,177.39 $0.00 $4,810
,136.40 $1,359,522.46 $252,532.16
17 Dec-2000 7.00% $84,177.39 $0.00 $84,177.39 $0.00 $4,810
,136.40 $1,443,699.84 $336,709.55
18 Mar-2001 7.00% $84,177.39 $0.00 $84,177.39 $0.00 $4,810
,136.40 $1,527,877.23 $84,177.39
19 Jun-2001 7.00% $84,177.39 $0.00 $84,177.39 $0.00 $4,810
,136.40 $1,612,054.62 $168,354.77
20 Sep-2001 7.00% $84,177.39 $0.00 $84,177.39 $0.00 $4,810
,136.40 $1,696,232.00 $252,532.16
21 Dec-2001 7.00% $84,177.39 $0.00 $84,177.39 $0.00 $4,810
,136.40 $1,780,409.39 $336,709.55
22 Mar-2002 7.00% $84,177.39 $0.00 $84,177.39 $0.00 $4,810
,136.40 $1,864,586.78 $84,177.39
23 Jun-2002 7.00% $84,177.39 $0.00 $84,177.39 $0.00 $4,810
,136.40 $1,948,764.16 $168,354.77
24 Sep-2002 7.00% $84,177.39 $0.00 $84,177.39 $0.00 $4,810
,136.40 $2,032,941.55 $252,532.16
25 Dec-2002 7.00% $347,289.81 $263,112.42 $84,177.39 $0.00
$4,54
7,023.98 $2,117,118.94 $336,709.55
26 Mar-2003 7.00% $347,289.81 $267,716.89 $79,572.92 $0.00
$4,27
9,307.09 $2,196,691.86 $79,572.92
27 Jun-2003 7.00% $347,289.81 $272,401.94 $74,887.87 $0.00
$4,00
6,905.15 $2,271,579.73 $154,460.79
28 Sep-2003 7.00% $347,289.81 $277,168.97 $70,120.84 $0.00
$3,72
9,736.18 $2,341,700.57 $224,581.63
29 Dec-2003 7.00% $347,289.81 $282,019.43 $65,270.38 $0.00
$3,44
7,716.75 $2,406,970.95 $289,852.01
30 Mar-2004 7.00% $347,289.81 $286,954.77 $60,335.04 $0.00
$3,16
0,761.98 $2,467,305.99 $60,335.04
31 Jun-2004 7.00% $347,289.81 $291,976.48 $55,313.33 $0.00
$2,86
8,785.50 $2,522,619.32 $115,648.37
32 Sep-2004 7.00% $347,289.81 $297,086.06 $50,203.75 $0.00
$2,57
1,699.44 $2,572,823.07 $165,852.12
33 Dec-2004 7.00% $347,289.81 $302,285.07 $45,004.74 $0.00
$2,26
9,414.37 $2,617,827.81 $210,856.86
34 Mar-2005 7.00% $347,289.81 $307,575.06 $39,714.75 $0.00
$1,96
1,839.31 $2,657,542.56 $39,714.75
35 Jun-2005 7.00% $347,289.81 $312,957.62 $34,332.19 $0.00
$1,64
8,881.69 $2,691,874.75 $74,046.94
36 Sep-2005 7.00% $347,289.81 $318,434.38 $28,855.43 $0.00
$1,33
0,447.31 $2,720,730.18 $102,902.37
37 Dec-2005 7.00% $347,289.81 $324,006.98 $23,282.83 $0.00
$1,00
6,440.33 $2,744,013.01 $23,282.83
38 Mar-2006 7.00% $347,289.81 $329,677.10 $17,612.71 $0.00
$676,
763.23 $2,761,625.72 $40,895.54
39 Jun-2006 7.00% $347,289.81 $335,446.45 $11,843.36 $0.00
$341,
316.78 $2,773,469.08 $52,738.90
40 Sep-2006 7.00% $346,487.96 $341,316.78 $5,171.18 $0.00 $0.00
$2,778,640.26 $57,910.08
License Grant date: September 17, 1996
First and last payments prorated based on the above license grant date.
</TABLE>
<TABLE>
United States of America
Federal Communications Commission
RADIO STATION AUTHORIZATION
Commercial Mobile Radio Services
Personal Communications Service - Broadband
21st CENTURY TELESIS JOINT VENTURE
ATTN: PHILIP J. CHASMAR
4665 MACARTHUR COURT SUITE lOOC
NEWPORT BEACH, CA 92660
Call Sign: KNLF316
Market: B463
WATERTOWN, NY
Channel Block: C
File Number: 00478-CW-L-96
The licensee hereof is authorized, for the period indicated, to construct and
operate radio
transmitting facilities in accordance with the terms and conditions hereinafter
described.
This authorization is subject to the provisions of the Communications Act of
1934, as
amended, subsequent Acts of Congress, international treaties and agreements to
which the
United States is a signatory, and all pertinent rules and regulations of the
Federal
Communications Commission, contained in the Title 47 of the U.S. Code of
Federal
Regulations.
Initial Grant Date September 17, 1996
Five-year Build Out Date September 17, 2001
Expiration Date September 17, 2006
CONDITIONS.
Pursuant to Section 309(h) of the Communications Act of 1934, as amended, (47
U.S.C. Sec.
309(h)), this license is subject to the following conditions: This license does
not vest in
the licensee any right to operate a station nor any right in the use of
frequencies beyond
the term thereof nor in any other manner than authorized herein. Neither this
license nor
the right granted thereunder shall be assigned or otherwise transferred in
violation of the
Communications Act of 1934, as amended (47 U.S.C. Sec. 151, et seq.). This
license is
subject in terms to the right of use or control conferred by Section 706 of the
Communications Act of 1934, as amended
(47 U.S.C. Sec. 606).
Conditions continued on Page 2.
WAIVERS:
No waivers associated with this authorization.
Issue Date: November 18, 1996 FCC Form 463a
CONDITIONS:
This authorization is subject to the condition that, in the event that systems
using the
same frequencies as granted herein are authorized in an adjacent foreign
territory
(Canada(United States), future coordination of any base station transmitters
within 72 km
(45 miles) of the United States/Canada border shall be required to eliminate
any harmIul
interference to operations in the adjacent foreign territory and to ensure
continuance of
equal access to the frequencies by both countries.
This authorization is conditioned upon the full and timely payment of all
monies due
pursuant to Sections 1.2110 and 24.711 of the Commission's Rules and the terms
of the
Commission's installment plan as set forth in the Note and Security Agreement
executed by
the licensee. Failure to comply with this condition will result in the
automatic
cancellation of this authorization.
Issue Date: November 18, 1996 FCC Form 463a
Installment Payment Plan Note
(Broadband Personal Communications Service, C Block): Auction Event No.5)
US $3,282,525.00 Washington, D.C.
License No. :PBB463C
September 17, 1996
FOR VALUE RECEIVED, the undersigned, 21st CENTURY TELESIS JOINT VENTURE, a
Delaware General
Partnership ("Maker"), promises to pay to the order of the FEDERAL
COMMUNICATIONS
COMMISSION, an independent regulatory agency of the United States ("payee" or
"Commission"),
the principal sum of 3,282,525.00 DOLLARS ("Principal Amount"), together with
accrued
interest, computed at the annual rate of seven percent (7.00%) per annum,
("Annual Rate ")
on the unpaid Principal Amount hereof, from the date of this Note until the
date the entire
Principal Amount has been paid in full.
Interest and principal shall be payable as set forth below and in accordance
with Schedule A
attached hereto and made a part hereof:
Interest only, at the Annual Rate from the date hereof until the last day of
the month
ninety (90) days hence, shall be due and payable on December 31, 1996 in the
amount of
$66,100.16. Commencing December 31, 1996, Maker shall pay interest only at the
Annual Rate,
in equal consecutive quarterly installments of $57,444.19, due on the last day
of the month
and every ninety (90) days thereafter from December 31, 1996 through September
30, 2002.
Commencing December 31, 2002, Maker shall pay principal and interest in equal
quarterly
installments of $236,996.91, due on the last day of each month ninety (90) days
hence
through and including June 30, 2006.
The entire unpaid Principal Amount, together with accrued and unpaid interest
thereon, and
all remaining obligations of Maker hereunder, shall be due and payable on
September 17, 2006
("Maturity Date").
All interest shall be computed on the basis of a 360-day year for actual days
elapsed.
All payments to be made hereunder, of principal, interest, costs, expenses, or
other sums
due hereunder, shall be made to the holder of this Note in lawful money of the
United States
of America which at the time of payment shall be legal tender for the payment
of public and
private debts, free and clear and without reduction by reason of any present or
future
income, stamp or other taxes, levies, imposts, deductions, charges, compulsory
loans or
withholdings whatsoever, including interest thereon or penalties with respect
thereto, if
any imposed, assessed, levied or collected by any political subdivision or
taxing authority
thereof or therein, on or in respect of this Note or the obligations it
evidences. All
payments shall be made during normal business hours at the Commission's
designated lockbox
location as set forth from time to time in the Commission's then-applicable
orders and
regulations and/or public notices.
This Note is secured by, and entitled to the benefits of, a Security Agreement
(the
"Security Agreement") of even date between Maker and Payee. All the terms,
covenants,
conditions and agreements contained in the Security Agreement are hereby
incorporated herein
and made part of this Note to the same extent and effect as if fully set forth
herein. It is
expressly understood by Maker that all of the terms of the Security Agreement
apply to this
Note and that reference in the Security Agreement to "this Agreement" includes
both the
Security Agreement and this Note.
IT IS HEREBY EXPRESSLY AGREED THAT TIME IS OF THE ESSENCE FOR THE PERFORMANCE
OF ALL TERMS
AND CONDITIONS UNDER THIS NOTE AND THE SECURITY AGREEMENT.
A default under this Note ("Event of Default") shall occur upon any or all of
the following:
a. non-payment by Maker of any Principal or Interest on the due date as
specified
hereinabove if the Maker remains delinquent for more than 90 days and
(1) Maker has not submitted a request, in writing, for a grace period
or extension of payments, if any such grace period or extension of
payments is provided for in the then-applicable orders and regulations of
the Commission; or
(2) Maker has submitted a request, in writing, for a grace period or
extension of payments, if any such grace period or extension of payments
is provided for in the then-applicable orders and regulations of the
Commission, and following the expiration of the grant of such grace period
or extension or upon denial of such a request for a grace period or
extension, Maker has not resumed payments of Interest and Principal in
accordance with the terms of this Note;
or,
b. failure by Maker to comply with any other condition for holding the above
referenced license (as defined in the Security Agreement) as set forth in the
license
or in the Communications Act of 1934, as amended, or the then-applicable orders
and
regulations of the Commission; or
c. violation by Maker of any other covenant or term of this Note or the
Security
Agreement.
Upon any Event of Default under this Note, Payee may assess a late fee
and/or administrative charge, plus the costs of collection,
litigation, attorneys' fees, and default payment as specified in the
then-applicable orders and regulations of the Commission, as amended,
and Maker acknowledges that it is liable and herein expressly promises
to pay on demand such additional costs, expenses, late charges,
administrative charges, attorneys fees, and default payment. Upon a
default under this Note, the unpaid Principal Amount, plus all unpaid
interest accrued thereon, together with any late fee and/or
administrative charge, plus the costs of collection, litigation,
attorneys' fees, and default payment as specified in the then-
applicable orders and regulations of the Commission, as amended, shall
become immediately due and payable. The Maker hereby acknowledges that
the Commission has issued Maker the above referenced license pursuant
to the Communications Act of 1934, as amended, that is conditioned
upon full and timely payment of financial obligations under the
Commission's installment payment plan, as set forth in the then-
applicable orders and regulations of the Commission, as amended, and
that the sanctions and enforcement authority of the Commission shall
remain applicable in the event of a failure to comply with the terms
and conditions of the license, regardless of the enforceability of
this Note or the Security Agreement.
No delay or omission on the part of Payee in exercising any right
under this Note, the Security Agreement, or any other instrument
securing this Note, shall operate as a waiver of such right or of any
other right of Payee, nor shall any waiver by Payee of any such right
or rights on any one occasion be deemed a bar to or waiver of the same
right or rights on any future occasion.
The Maker is liable for all costs of collection or enforcement of the Payee's
rights under
this Note or under the Security Agreement or under any other instrument now or
hereafter
executed by Maker in favor of Payee which in any manner evidences or
constitutes additional
security for this Note, including reasonable attorneys' fees, whether suit is
brought or
not, and all such costs shall be paid by the Maker on demand, and whether or
not such
collection or enforcement occurs in any bankruptcy, reorganization,
receivership or other
proceedings involving creditors' rights or involving a claim under this Note or
any of the
other loan documents.
Maker, all endorsers and guarantors hereof and any other party who may become
liable for all
or any part of the obligation evidenced hereby, waive presentment for payment,
notice or
dishonor, protest and notice of protest, notice of nonpayment and any and all
lack of
diligence or delays in collection or enforcement of this Note.
Maker may prepay all or any part of the Principal Amount without premium or
penalty upon ten
(10) days' prior written notice to Payee, given in the manner provided in the
Security
Agreement.
Partial prepayments shall not postpone or reduce regular payments to be made
hereunder. All
such prepayments shall be applicable first to the payment of late charges, if
any, costs and
expenses, and administrative penalties due hereunder, then to accrued and
unpaid interest,
then to that portion of the unpaid Principal Amount due on the Maturity Date
and then, if
applicable, to any unpaid installments of principal in the inverse order of
installment
maturities. The Payee may require that any partial prepayments be made on the
dates
installments of principal and interest are due hereunder.
Anything to the contrary notwithstanding, Payee shall not charge, take or
receive, and Maker
shall not be obligated to pay to Payee, any amounts constituting interest on
the Principal
Amount in excess of the maximum rate permitted by applicable law. If by reason
of the
acceleration of the unpaid Principal Amount or otherwise, interest in excess of
the highest
legal contract rate permitted by applicable law shall at any time be paid, any
such excess
shall constitute and be treated as a payment of outstanding principal hereunder
and shall
operate to reduce such outstanding Principal Amount.
ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS NOTE,
THE SECURITY AGREEMENT, OR OTHER DOCUMENTS EVIDENCING OR
SECURING THE DEBT TRANSACTION EVIDENCED HEREBY MAY ONLY
BE BROUGHT IN THE UNITED STATES DISTRICT COURT FOR THE
DISTRICT OF COLUMBIA, AND, BY EXECUTION AND DELIVERY OF THIS
NOTE AND SECURITY AGREEMENT, THE MAKER HEREBY ACCEPTS
FOR ITSELF AND IN RESPECT OF ITS PROPERTY GENERALLY AND
UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURT.
THE PARTIES HERETO HEREBY IRREVOCABLY WMVE ANY
OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO
THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENS , WHICH ANY OF THEM MAY NOW OR HEREAFTER HAVE
TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN THE
DISTRICT OF COLUMBIA.
THE MAKER IRREVOCABLY CONSENTS TO THE SERVICE OF
PROCESS OF THE AFOREMENTIONED COURT IN ANY SUCH ACTION OR
PROCEEDING BY THE MAILING OF A COPY THEREOF BY CERTIFIED
MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID, TO THE
MAKER AT ITS ADDRESS PROVIDED HEREIN. SUCH SERVICE SHALL BE
DEEMED TO HAVE OCCURRED ON THE THIRD DAY AFTER SUCH
MAILING. NOTHING CONTAINED HEREIN SIIALL AFFECT THE RIGHT
OF PAYEE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY
LAW OR COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED
AGAINST THE MAKER IN ANY OTHER JURISDICTION.
EACH OF THE PARTIES HERETO HEREBY KNOWINGLY,
WILLINGLY, VOLUNTARILY, UNCONDITIONALLY, IRREVOCABLY AND
INTENTIONALLY FOREVER WAIVES ANY RIGHT IT MAY HAVE TO
TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE, THE
SECURITY AGREEMENT, OR OTHER DOCUMENTS EVIDENCING OR
SECURING THE DEBT TRANSACTION EVIDENCED HEREBY, ANY
COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (VERBAL
OR WRITTEN) OR ACTION OF ANY PERSON OR ANY EXERCISE BY ANY
PARTY OF THEIR RESPECTIVE RIGHTS UNDER THIS TRANSACTION,
DOCUMENT OR ANY RELATED DOCUMENT OR IN ANY WAY RELATING
TO THE COLLATERAL (INCLUDING, WITHOUT LIMITATION, ANY
ACTION TO RESCIND OR CANCEL THIS TRANSACTION OR ANY CLAIMS
OR DEFENSES ASSERTING THAT THIS TRANSACTION, IN WHOLE OR IN
PART, WAS FRAUDULENTLY INDUCED OR IS OTHERWISE VOID OR
VOIDABLE). MAKER REPRESENTS THAT NO ORAL OR WRITTEN
STATEMENTS HAVE BEEN MADE BY ANY PARTY TO INCLUDE THIS
SUBMISSION OR JURISDICTION AND WAIVER OF TRAIL BY JURY OR IN
ANY WAY TO MODIFY OR NULLIFY ITS STATED EFFECT. MAKER
FURTHER REPRESENTS THAT IT HAS BEEN REPRESENTED BY
INDEPENDENT COUNSEL, SELECTED BY ITS OWN FREE WILL, IN
SIGMNG THIS NOTE AND IN THE MAMNG OF THIS WAIVER AND THAT
IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH SUCH
COUNSEL. THIS PROVISION IS A MATERIAL INDUCEMENT FOR PAYEE
TO ENTER INTO THIS TRANSACTION AND THE VARIOUS DOCUMENTS
RELATED THERETO.
Maker acknowledges that this Note and Security Agreement (any attachments
affixed thereto by
the Commission with the permission and knowledge of the Maker/Debtor), along
with the then-
current applicable Commission orders and regulations and the Communications Act
of 1934, as
amended, set forth the entire agreement, written and oral, of the parties, and
all
inconsistent prior statements, understandings, notices, representations and
agreements
between the parties, oral or written, are superseded by and merged in this
Note, the
Security Agreement or other documents evidencing or securing the debt
transaction evidenced
hereby. Except as otherwise expressly provided herein, all of Payee's
representations,
warranties, covenants and agreements in this Note and Security Agreement shall
merge in the
documents and agreements executed by the Maker and shall not survive said
execution.
If any provision or part of this Note and/or the Security Agreement shall for
any reason be
held or deemed to be invalid, illegal, or unenforceable in any respect, such
invalidity,
illegality or unenforceability shall not affect any other provision of this
Note and this
Note shall be construed as if such invalid, illegal or unenforceable provision
had never
been contained herein and the remaining provisions of this Note shall remain in
full force
and effect. The enforceability of the Note and/or the Security Agreement do not
alter the
rights and obligations of the Maker and Payee under the Communications Act of
1934, as
amended, or under the then-applicable orders and regulations of the Commission,
as amended.
This Note shall be governed by and construed in accordance with the
Communications Act of
1934, as amended, the then-applicable orders and regulations of the Commission,
and federal
law. Nothing in this Note shall be deemed to modify any then-applicable orders
and
regulations of the Commission, and nothing in this Note shall be deemed to
release the Maker
from compliance therewith. This Note may not be changed, modified, waived,
terminated or
discharged orally, but only by an agreement in writing executed by the party
against whom
enforcement of any such change, modification, waiver, termination, or discharge
is sought.
Maker represents and warrants that any statements made by or on behalf of Maker
in
connection with this Note: (I) are true and accurate in all material respects;
and (ii) do
not omit any material facts or information that would make such statement
misleading in the
context of Payee's evaluation of the note, and acknowledges and agrees that
Payee is
entitled to and his relied on such statements in agreeing to the Note.
Payee shall have the right at any time to assign, endorse, pledge, convey or
otherwise
transfer this Note and all of the other loan documents to any party. From and
after the date
of such assignment, endorsement, pledge, conveyance or other transfer, such
transferee shall
be entitled to exercise any and all rights and remedies of Payee hereunder.
Maker shall not
assign, convey or otherwise transfer its rights and obligations hereunder
without the prior
written consent of the Commission.
Date: 11-26-96 21st Century Telesis Joint Venture [NAME
OF MAKER]
By: Philip J. Chasmar
Its: Secretary
License Number: PBB463C
INSTALLMENT PLAN AMORTIZATION SCHEDULE
for Federal Communications Commission Broadband Personal Communications
Service, C-Block
Licenses
(Interest-only Payments for the First Six Years)
Orig Balance Orig Rate Term (yrs) 1st PMT Future Value
$3,282,525.00 7.00% 10 Dec-96 $0
<CAPTION>
Pmt# Date Yr Rate P&I Payment Principal Interest Extra New
Balance Cum. Interest Yearly Total Amt
Prin (Prin Only)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 Dec-96 7.00% $66,100.16 $0.00 $66,100.16 $0.00 $3,282
,525.00 $66,100.16 $66,100.16
2 Mar-97 7.00% $57,444.19 $0.00 $57,444.19 $0.00 $3,282
,525.00 $123,544.35 $57,444.19
3 Jun-97 7.00% $57,444.19 $0.00 $57,444.19 $0.00 $3,282
,525.00 $180,988.54 $114,888.38
4 Sep-97 7.00% $57,444.19 $0.00 $57,444.19 $0.00 $3,282
,525.00 $238,432.72 $172,332.56
5 Dec-97 7.00% $57,444.19 $0.00 $57,444.19 $0.00 $3,282
,525.00 $295,876.91 $229,776.75
6 Mar-98 7.00% $57,444.19 $0.00 $57,444.19 $0.00 $3,282
,525.00 $353,321.10 $57,444.19
7 Jun-98 7.00% $57,444.19 $0.00 $57,444.19 $0.00 $3,282
,525.00 $410,765.29 $114,888.38
8 Sep-98 7.00% $57,444.19 $0.00 $57,444.19 $0.00 $3,282
,525.00 $468,209.47 $172,332.56
9 Dec-98 7.00% $57,444.19 $0.00 $57,444.19 $0.00 $3,282
,525.00 $525,653.66 $229,776.75
10 Mar-99 7.00% $57,444.19 $0.00 $57,444.19 $0.00 $3,282
,525.00 $583,097.85 $57,444.19
11 Jun-99 7.00% $57,444.19 $0.00 $57,444.19 $0.00 $3,282
,525.00 $640,542.04 $114,888.38
12 Sep-99 7.00% $57,444.19 $0.00 $57,444.19 $0.00 $3,282
,525.00 $697,986.22 $172,332.56
13 Dec-99 7.00% $57,444.19 $0.00 $57,444.19 $0.00 $3,282
,525.00 $755,430.41 $229,776.75
14 Mar-2000 7.00% $57,444.19 $0.00 $57,444.19 $0.00 $3,282
,525.00 $812,874.60 $57,444.19
15 Jun-2000 7.00% $57,444.19 $0.00 $57,444.19 $0.00 $3,282
,525.00 $870,318.79 $114,888.38
16 Sep-2000 7.00% $57,444.19 $0.00 $57,444.19 $0.00 $3,282
,525.00 $927,762.97 $172,332.56
17 Dec-2000 7.00% $57,444.19 $0.00 $57,444.19 $0.00 $3,282
,525.00 $985,207.16 $229,776.75
18 Mar-2001 7.00% $57,444.19 $0.00 $57,444.19 $0.00 $3,282
,525.00 $1,042,651.35 $57,444.19
19 Jun-2001 7.00% $57,444.19 $0.00 $57,444.19 $0.00 $3,282
,525.00 $1,100,095.54 $114,888.38
20 Sep-2001 7.00% $57,444.19 $0.00 $57,444.19 $0.00 $3,282
,525.00 $1,157,539.72 $172,332.56
21 Dec-2001 7.00% $57,444.19 $0.00 $57,444.19 $0.00 $3,282
,525.00 $1,214,983.91 $229,776.75
22 Mar-2002 7.00% $57,444.19 $0.00 $57,444.19 $0.00 $3,282
,525.00 $1,272,428.10 $57,444.19
23 Jun-2002 7.00% $57,444.19 $0.00 $57,444.19 $0.00 $3,282
,525.00 $1,329,872.29 $114,888.38
24 Sep-2002 7.00% $57,444.19 $0.00 $57,444.19 $0.00 $3,282
,525.00 $1,387,316.47 $172,332.56
25 Dec-2002 7.00% $236,996.91 $179,552.72 $57,444.19 $0.00
$3,10
2,972.28 $1,444,760.66 $229,776.75
26 Mar-2003 7.00% $236,996.91 $182,694.90 $54,302.01 $0.00
$2,92
0,277.38 $1,499,062.67 $54,302.01
27 Jun-2003 7.00% $236,996.91 $185,892.06 $51,104.85 $0.00
$2,73
4,385.32 $1,550,167.52 $105,406.86
28 Sep-2003 7.00% $236,996.91 $189,145.17 $47,851.74 $0.00
$2,54
5,240.15 $1,598,019.26 $153,258.60
29 Dec-2003 7.00% $236,996.91 $192,455.21 $44,541.70 $0.00
$2,35
2,784.94 $1,642,560.96 $197,800.30
30 Mar-2004 7.00% $236,996.91 $195,823.17 $41,173.74 $0.00
$2,15
6,961.77 $1,683,734.70 $41,173.74
31 Jun-2004 7.00% $236,996.91 $199,250.08 $37,746.83 $0.00
$1,95
7,711.69 $1,721,481.53 $78,920.57
32 Sep-2004 7.00% $236,996.91 $202,736.96 $34,259.95 $0.00
$1,75
4,974.73 $1,755,741.48 $113,180.52
33 Dec-2004 7.00% $236,996.91 $206,284.85 $30,712.06 $0.00
$1,54
8,689.88 $1,786,453.54 $143,892.58
34 Mar-2005 7.00% $236,996.91 $209,894.84 $27,102.07 $0.00
$1,33
8,795.04 $1,813,555.61 $27,102.07
35 Jun-2005 7.00% $236,996.91 $213,568.00 $23,428.91 $0.00
$1,12
5,227.04 $1,836,984.52 $50,530.98
36 Sep-2005 7.00% $236,996.91 $217,305.44 $19,691.47 $0.00
$907,
921.60 $1,856,675.99 $70,222.45
37 Dec-2005 7.00% $236,996.91 $221,108.28 $15,888.63 $0.00
$686,
813.32 $1,872,564.62 $15,888.63
38 Mar-2006 7.00% $236,996.91 $224,977.68 $12,019.23 $0.00
$461,
835.64 $1,884,583.85 $27,907.86
39 Jun-2006 7.00% $236,996.91 $228,914.79 $8,082.12 $0.00 $232,9
20.85 $1,892,665.97 $35,989.98
40 Sep-2006 7.00% $236,449.76 $232,920.85 $3,528.91 $0.00 $0.00
$1,896,194.88 $39,518.89
License Grant date: September 17, 1996
First and last payments prorated based on the above license grant date.
</TABLE>
<TABLE>
Federal Communications Commission
RADIO STATION AUTHORIZATION
Commercial Mobile Radio Services
Personal Communications Service - Broadband
21st CENTURY TELESIS JOINT VENTURE
ATTN: PHILIP J. CHASMAR
4665 MACARTHUR COURT SUITE IOOC
NEWPORT BEACH, CA 92660
Call Sign: KNLF317
Market: B453 UTICA-ROME, NY
Channel Block: C
File Number: 00480-CW-L-96
The licensee hereof is authorized, for the period indicated, to construct and
operate radio
transmitting facilities in accordance with the terms and conditions hereinafter
described.
This authorization is subject to the provisions of the Communications Act of
1934, as
amended, subsequent Acts of Congress, international treaties and agreements to
which the
United States is a signatory, and all pertinent rules and regulations of the
Federal
Communications Commission, contained in the Title 47 of the U.S. Code of
Federal
Regulations.
Initial Grant Date September 17,1996
Five-year Build Out Date September 17, 2001
Expiration Date September 17, 2006
CONDITIONS.
Pursuant to Section 309(h) of the Communications Act of 1934, as amended, (47
U.S.C. Sec.
309(h)), this license is subject to the following conditions: This license does
not vest in
the licensee any right to operate a station nor any right in the use of
frequencies beyond
the term thereof nor in any other manner than authorized herein. Neither this
license nor
the right granted thereunder shall be assigned or otherwise transferred in
violation of the
Communications Act of 1934, as amended (47 U.S.C. Sec. 151, et seq.). This
license is
subject in terms to the right of use or control conferred by Section 706 of the
Communications Act of 1934, as amended
(47 U.S.C. Sec. 606).
Conditions continued on Page 2.
WAIVERS:
No waivers associated with this authorization.
Issue Date: November 18, 1996 FCC Form 463a
CONDITIONS:
This authorization is subject to the condition that, in the event that systems
using the
same frequencies as granted herein are authorized in an adjacent foreign
territory
(Canada/United States), future coordination of any base station transmitters
within 72 km
(45 miles) of the United States/Canada border shall be required to eliminate
any harmfiil
interference to operations in the adjacent foreign territory and to ensure
continuance of
equal access to the frequencies by both countries.
This authorization is conditioned upon the full and timely payment of all
monies due
pursuant to Sections 1.2110 and 24.711 of the Commission's Rules and the terms
of the
Commission's installment plan as set forth in the Note and Security Agreement
executed by
the licensee. Failure to comply with this condition will result in the
automatic
cancellation of this authorization.
Issue Date: November 18, 1996 FCC Form 463a
Installment Payment Plan Note
(Broadband Personal Communications Service, C Block): Auction Event No.5)
US $6,075,000.00 Washington, D.C.
License No. :PBB453C
September 17, 1996
FOR VALUE RECEIVED, the undersigned, 21st CENTURY TELESIS JOINT VENTURE, a
Delaware General
Partnership ("Maker"), promises to pay to the order of the FEDERAL
COMMUNICATIONS
COMMISSION, an independent regulatory agency of the United States ("Payee" or
"Commission"),
the principal sum of 6,075,000.00 DOLLARS ("Principal Amount"), together with
accrued
interest, computed at the annual rate of seven percent (7.00%) per annum,
("Annual Rate") on
the unpaid Principal Amount hereof, from the date of this Note until the date
the entire
Principal Amount has been paid in lull.
Interest and principal shall be payable as set forth below and in accordance
with Schedule A
attached hereto and made a part hereof:
Interest only, at the Annual Rate from the date hereof until the last day of
the month
ninety (90) days hence, shall be due and payable on December 31, 1996 in the
amount of
$122,332.19. Commencing December 31, 1996, Maker shall pay interest only at the
Annual Rate,
in equal consecutive quarterly installments of $106,312.50, due on the last day
of the month
and every ninety (90) days thereafter from December 31, 1996 through September
30, 2002.
Commencing December 31, 2002, Maker shall pay principal and interest in equal
quarterly
installments of $438,612.43, due on the last day of each month ninety (90) days
hence
through and including June 30, 2006.
The entire unpaid Principal Amount, together with accrued and unpaid interest
thereon, and
all remaining obligations of Maker hereunder, shall be due and payable on
September 17, 2006
("Maturity Date").
All interest shall be computed on the basis of a 360-day year for actual days
elapsed.
All payments to be made hereunder, of principal, interest, costs, expenses, or
other sums
due hereunder, shall be made to the holder of this Note in lawful money of the
United States
of America which at the time of payment shall be legal tender for the payment
of public and
private debts, free and clear and without reduction by reason of any present or
future
income, stamp or other taxes, levies, imposts, deductions, charges, compulsory
loans or
withholdings whatsoever, including interest thereon or penalties with respect
thereto, if
any imposed, assessed, levied or collected by any political subdivision or
taxing authority
thereof or therein, on or in respect of this Note or the obligations it
evidences. All
payments shall be made during normal business hours at the Commission's
designated lockbox
location as set forth from time to time in the Commission's then-applicable
orders and
regulations and/or public notices.
This Note is secured by, and entitled to the benefits of, a Security Agreement
(the
"Security Agreement") of even date between Maker and Payee. All the terms,
covenants,
conditions and agreements contained in the Security Agreement are hereby
incorporated herein
and made part of this Note to the same extent and effect as if fully set forth
herein. It is
expressly understood by Maker that all of the terms of the Security Agreement
apply to this
Note and that reference in the Security Agreement to "this Agreement" includes
both the
Security Agreement and this Note.
IT IS HEREBY EXPRESSLY AGREED THAT TIME IS OF THE ESSENCE FOR THE PERFORMANCE
OF ALL TERMS
AND CONDITIONS UNDER THIS NOTE AND THE SECURITY AGREEMENT.
A default under this Note ("Event of Default") shall occur upon any or all of
the following:
a. non-payment by Maker of any Principal or Interest on the due date as
specified
hereinabove if the Maker remains delinquent for more than 90 days and
(1) Maker has not submitted a request, in writing, for a grace period
or extension of payments, if any such grace period or extension of
payments is provided for in the then-applicable orders and regulations of
the Commission; or
(2) Maker has submitted a request, in writing, for a grace period or
extension of payments, if any such grace period or extension of payments
is provided for in the then-applicable orders and regulations of the
Commission, and following the expiration of the grant of such grace period
or extension or upon denial of such a request for a grace period or
extension, Maker has not resumed payments of Interest and Principal in
accordance with the terms of this Note;
or;
b. failure by Maker to comply with any other condition for holding the above
referenced license (as defined in the Security Agreement) as set forth in the
license
or in the Communications Act of 1934, as amended, or the then-applicable orders
and
regulations of the Commission; or
c. violation by Maker of any other covenant or term of this Note or the
Security
Agreement.
Upon any Event of Default under this Note, Payee may assess a late fee and/or
administrative
charge, plus the costs of collection, litigation, attorneys' fees, and default
payment as
specified in the then-applicable orders and regulations of the Commission, as
amended, and
Maker acknowledges that it is liable and herein expressly promises to pay on
demand such
additional costs, expenses, late charges, administrative charges, attorneys
fees, and
default payment. Upon a default under this Note, the unpaid Principal Amount,
plus all
unpaid interest accrued thereon, together with any late fee and/or
administrative charge,
plus the costs of collection, litigation, attorneys' fees, and default payment
as specified
in the then-applicable orders and regulations of the Commission, as amended,
shall become
immediately due and payable. The Maker hereby acknowledges that the Commission
has issued
Maker the above referenced license pursuant to the Communications Act of 1934,
as amended,
that is conditioned upon full and timely payment of financial obligations under
the
Commission's installment payment plan, as set forth in the then-applicable
orders and
regulations of the Commission, as amended, and that the sanctions and
enforcement authority
of the Commission shall remain applicable in the event of a failure to comply
with the terms
and conditions of the license, regardless of the enforceability of this Note or
the Security
Agreement.
No delay or omission on the part of Payee in exercising any right under this
Note, the
Security Agreement, or any other instrument securing this Note, shall operate
as a waiver of
such right or of any other right of Payee, nor shall any waiver by Payee of any
such right
or rights on any one occasion be deemed a bar to or waiver of the same right or
rights on
any future occasion.
The Maker is liable for all costs of collection or enforcement of the Payee's
rights under
this Note or under the Security Agreement or under any other instrument now or
hereafter
executed by Maker in favor of Payee which in any manner evidences or
constitutes additional
security for this Note, including reasonable attorneys' fees, whether suit is
brought or
not, and all such costs shall be paid by the Maker on demand, and whether or
not such
collection or enforcement occurs in any bankruptcy, reorganization,
receivership or other
proceedings involving creditors' rights or involving a claim under this Note or
any of the
other loan documents.
Maker, all endorsers and guarantors hereof and any other party who may become
liable for all
or any part of the obligation evidenced hereby, waive presentment for payment,
notice or
dishonor, protest and notice of protest, notice of nonpayment and any and all
lack of
diligence or delays in collection or enforcement of this Note.
Maker may prepay all or any part of the Principal Amount without premium or
penalty upon ten
(10) days' prior written notice to Payee, given in the manner provided in the
Security
Agreement.
Partial prepayments shall not postpone or reduce regular payments to be made
hereunder. All
such prepayments shall be applicable first to the payment of late charges, if
any, costs and
expenses, and administrative penalties due hereunder, then to accrued and
unpaid interest,
then to that portion of the unpaid Principal Amount due on the Maturity Date
and then, if
applicable, to any unpaid installments of principal in the inverse order of
installment
maturities. The Payee may require that any partial prepayments be made on the
dates
installments of principal and interest are due hereunder.
Anything to the contrary notwithstanding, Payee shall not charge, take or
receive, and Maker
shall not be obligated to pay to Payee, any amounts constituting interest on
the Principal
Amount in excess of the maximum rate permitted by applicable law. If by reason
of the
acceleration of the unpaid Principal Amount or otherwise, interest in excess of
the highest
legal contract rate permitted by applicable law shall at any time be paid, any
such excess
shall constitute and be treated as a payment of outstanding principal hereunder
and shall
operate to reduce such outstanding Principal Amount.
ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS NOTE,
THE SECURITY AGREEMENT, OR OTHER DOCUMENTS EVIDENCING
OR SECURING THE DEBT TRANSACTION EVIDENCED HEREBY MAY
ONLY BE BROUGHT IN THE UNITED STATES DISTRICT COURT FOR
THE DISTRICT OF COLUMBIA, AND, BY EXECUTION AND DELIVERY OF
THIS NOTE AND SECURITY AGREEMENT, THE MAKER HEREBY
ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY GENERALLY
AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID
COURT. THE PARTIES HERETO HEREBY IRREVOCABLY WMVE ANY
OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO
THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENJENS, WHICH ANY OF THEM MAY NOW OR HEREAFTER HAVE
TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN THE
DISTRICT OF COLUMBIA.
THE MAKER IRREVOCABLY CONSENTS TO THE SERVICE OF
PROCESS OF THE AFOREMENTIONED COURT IN ANY SUCH ACTION OR
PROCEEDING BY THE MMLING OF A COPY THEREOF BY CERTIFIED
MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID, TO THE
MAKER AT ITS ADDRESS PROVIDED HEREIN. SUCH SERVICE SHALL
BE DEEMED TO HAVE OCCURRED ON THE THIRD DAY AFTER SUCH
MAILING. NOTHING CONTMNED HEREIN SHALL AFFECT THE RIGHT
OF PAYEE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED
BY LAW OR COMMENCE LEGAL PROCEEDINGS OR OTHERWISE
PROCEED AGAINST THE MAKER IN ANY OTHER JURISDICTION.
EACH OF THE PARTIES HERETO HEREBY KNOWINGLY,
WILLINGLY, VOLUNTARILY, UNCONDITIONALLY, IRREVOCABLY AND
INTENTIONALLY FOREVER WAIVES ANY RIGHT IT MAY HAVE TO
TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE, THE
SECURITY AGREEMENT, OR OTHER DOCUMENTS EVIDENCING OR
SECURING THE DEBT TRANSACTION EVIDENCED HEREBY, ANY
COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (VERBAL
OR WRITTEN) OR ACTION OF ANY PERSON OR ANY EXERCISE BY ANY
PARTY OF THEIR RESPECTIVE RIGHTS UNDER THIS TRANSACTION,
DOCUMENT OR ANY RELATED DOCUMENT OR IN ANY WAY RELATING
TO THE COLLATERAL (INCLUDING, WITHOUT LIMITATION, ANY
ACTION TO RESCIND OR CANCEL THIS TRANSACTION OR ANY
CLAIMS OR DEFENSES ASSERTING THAT THIS TRANSACTION, IN
WHOLE OR IN PART, WAS FRAUDULENTLY INDUCED OR IS
OTHERWISE VOID OR VOIDABLE). MAKER REPRESENTS THAT NO
ORAL OR WRITTEN STATEMENTS HAVE BEEN MADE BY ANY PARTY
TO INCLUDE THIS SUBMISSION OR JURISDICTION AND WAIVER OF
TRAIL BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS STATED
EFFECT. MAKER FURTHER REPRESENTS THAT IT HAS BEEN
REPRESENTED BY INDEPENDENT COUNSEL, SELECTED BY ITS OWN
FREE WILL, IN SIGNING THIS NOTE AND IN THE MAMNG OF THIS
WAIVER AND THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS
WAIVER WITH SUCH COUNSEL. THIS PROVISION IS A MATERIAL
INDUCEMENT FOR PAYEE TO ENTER INTO THIS TRANSACTION AND
THE VARIOUS DOCUMENTS RELATED THERETO.
Maker acknowledges that this Note and Security Agreement (any attachments
affixed thereto by
the Commission with the permission and knowledge of the Maker/Debtor), along
with the then-
current applicable Commission orders and regulations and the Communications Act
of 1934, as
amended, set forth the entire agreement, written and oral, of the parties, and
all
inconsistent prior statements, understandings, notices, representations and
agreements
between the parties, oral or written, are superseded by and merged in this
Note, the
Security Agreement or other documents evidencing or securing the debt
transaction evidenced
hereby. Except as otherwise expressly provided herein, all of Payee's
representations,
warranties, covenants and agreements in this Note and Security Agreement shall
merge in the
documents and agreements executed by the Maker and shall not survive said
execution.
If any provision or part of this Note and/or the Security Agreement shall for
any reason be
held or deemed to be invalid, illegal, or unenforceable in any respect, such
invalidity,
illegality or unenforceability shall not affect any other provision of this
Note and this
Note shall be construed as if such invalid, illegal or unenforceable provision
had never
been contained herein and the remaining provisions of this Note shall remain in
full force
and effect. The enforceability of the Note and/or the Security Agreement do not
alter the
rights and obligations of the Maker and Payee under the Communications Act of
1934, as
amended, or under the then-applicable orders and regulations of the Commission,
as amended.
Any notice demand or request hereunder shall be given in the manner set forth
in the
Security Agreement.
This Note shall be governed by and construed in accordance with the
Communications Act of
1934, as amended, the then-applicable orders and regulations of the Commission,
and federal
law. Nothing in this Note shall be deemed to modify any then-applicable orders
and
regulations of the Commission, and nothing in this Note shall be deemed to
release the Maker
from compliance therewith. This Note may not be changed, modified, waived,
terminated or
discharged orally, but only by an agreement in writing executed by the party
against whom
enforcement of any such change, modification, waiver, termination, or discharge
is sought.
Maker represents and warrants that any statements made by or on behalf of Maker
in
connection with this Note: (I) are true and accurate in all material respects;
and (ii) do
not omit any material facts or information that would make such statement
misleading in the
context of Payee's evaluation of the note, and acknowledges and agrees that
Payee is
entitled to and his relied on such statements m agreeing to the Note.
Payee shall have the right at any time to assign, endorse, pledge, convey or
otherwise
transfer this Note and all of the other loan documents to any party. From and
after the date
of such assignment, endorsement, pledge, conveyance or other transfer, such
transferee shall
be entitled to exercise any and all rights and remedies of Payee hereunder.
Maker shall not
assign, convey or otherwise transfer its rights and obligations hereunder
without the prior
written consent of the Commission.
Date: 11-26-96 21st Century Telesis Joint Venture [NAME OF MAKER)
By: Philip J. Chasmar
Its: Secretary
License Grant date: September 17, 1996
First and last payments prorated based on the above license grant date
License Number: PBB453C
INSTALLMENT PLAN AMORTIZATION SCHEDULE
for Federal Communications Commission Broadband Personal Communications
Service, C-Block
Licenses
(Interest-only Payments for the First Six Years)
Orig Balance Orig Rate Term (yrs) 1st PMT Future Value
$6,075,000.00 7.00% 10 Dec-96 $0
<CAPTION>
Pmt# Date Yr Rate P&I Payment Principal Interest Extra
New Balance Cum. Int. Yearly Total
Prin (Prin Only) Amt
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 Dec-96 7.00% $122,332.19 $0.00 $122,332.19 $0.00 $6,075
,000.00 $122,332.19 $122,332.19
2 Mar-97 7.00% $106,312.50 $0.00 $106,312.50 $0.00 $6,075
,000.00 $228,644.69 $106,312.50
3 Jun-97 7.00% $106,312.50 $0.00 $106,312.50 $0.00 $6,075
,000.00 $334,957.19 $212,625.00
4 Sep-97 7.00% $106,312.50 $0.00 $106,312.50 $0.00 $6,075
,000.00 $441,269.69 $318,937.50
5 Dec-97 7.00% $106,312.50 $0.00 $106,312.50 $0.00 $6,075
,000.00 $547,582.19 $425,250.00
6 Mar-98 7.00% $106,312.50 $0.00 $106,312.50 $0.00 $6,075
,000.00 $653,894.69 $106,312.50
7 Jun-98 7.00% $106,312.50 $0.00 $106,312.50 $0.00 $6,075
,000.00 $760,207.19 $212,625.00
8 Sep-98 7.00% $106,312.50 $0.00 $106,312.50 $0.00 $6,075
,000.00 $866,519.69 $318,937.50
9 Dec-98 7.00% $106,312.50 $0.00 $106,312.50 $0.00 $6,075
,000.00 $972,832.19 $425,250.00
10 Mar-99 7.00% $106,312.50 $0.00 $106,312.50 $0.00 $6,075
,000.00 $1,079,144.69 $106,312.50
11 Jun-99 7.00% $106,312.50 $0.00 $106,312.50 $0.00 $6,075
,000.00 $1,185,457.19 $212,625.00
12 Sep-99 7.00% $106,312.50 $0.00 $106,312.50 $0.00 $6,075
,000.00 $1,291,769.69 $318,937.50
13 Dec-99 7.00% $106,312.50 $0.00 $106,312.50 $0.00 $6,075
,000.00 $1,398,082.19 $425,250.00
14 Mar-2000 7.00% $106,312.50 $0.00 $106,312.50 $0.00 $6,075
,000.00 $1,504,394.69 $106,312.50
15 Jun-2000 7.00% $106,312.50 $0.00 $106,312.50 $0.00 $6,075
,000.00 $1,610,707.19 $212,625.00
16 Sep-2000 7.00% $106,312.50 $0.00 $106,312.50 $0.00 $6,075
,000.00 $1,717,019.69 $318,937.50
17 Dec-2000 7.00% $106,312.50 $0.00 $106,312.50 $0.00 $6,075
,000.00 $1,823,332.19 $425,250.00
18 Mar-2001 7.00% $106,312.50 $0.00 $106,312.50 $0.00 $6,075
,000.00 $1,929,644.69 $106,312.50
19 Jun-2001 7.00% $106,312.50 $0.00 $106,312.50 $0.00 $6,075
,000.00 $2,035,957.19 $212,625.00
20 Sep-2001 7.00% $106,312.50 $0.00 $106,312.50 $0.00 $6,075
,000.00 $2,142,269.69 $318,937.50
21 Dec-2001 7.00% $106,312.50 $0.00 $106,312.50 $0.00 $6,075
,000.00 $2,248,582.19 $425,250.00
22 Mar-2002 7.00% $106,312.50 $0.00 $106,312.50 $0.00 $6,075
,000.00 $2,354,894.69 $106,312.50
23 Jun-2002 7.00% $106,312.50 $0.00 $106,312.50 $0.00 $6,075
,000.00 $2,461,207.19 $212,625.00
24 Sep-2002 7.00% $106,312.50 $0.00 $106,312.50 $0.00 $6,075
,000.00 $2,567,519.69 $318,937.50
25 Dec-2002 7.00% $438,612.43 $332,299.93 $106,312.50 $0.00
$5,74
2,700.07 $2,673,832.19 $425,250.00
26 Mar-2003 7.00% $438,612.43 $338,115.18 $100,497.25 $0.00
$5,40
4,584.89 $2,774,329.44 $100,497.25
27 Jun-2003 7.00% $438,612.43 $344,032.19 $94,580.24 $0.00
$5,06
0,552.70 $2,868,909.68 $195,077.49
28 Sep-2003 7.00% $438,612.43 $350,052.76 $88,559.67 $0.00
$4,71
0,499.94 $2,957,469.35 $283,637.16
29 Dec-2003 7.00% $438,612.43 $356,178.68 $82,433.75 $0.00
$4,35
4,321.26 $3,039,903.10 $366,070.91
30 Mar-2004 7.00% $438,612.43 $362,411.81 $76,200.62 $0.00
$3,99
1,909.45 $3,116,103.72 $76,200.62
31 Jun-2004 7.00% $438,612.43 $368,754.01 $69,858.42 $0.00
$3,62
3,155.44 $3,185,962.14 $146,059.04
32 Sep-2004 7.00% $438,612.43 $375,207.21 $63,405.22 $0.00
$3,24
7,948.23 $3,249,367.36 $209,464.26
33 Dec-2004 7.00% $438,612.43 $381,773.34 $56,839.09 $0.00
$2,86
6,174.89 $3,306,206.45 $266,303.35
34 Mar-2005 7.00% $438,612.43 $388,454.37 $50,158.06 $0.00
$2,47
7,720.52 $3,356,364.51 $50,158.06
35 Jun-2005 7.00% $438,612.43 $395,252.32 $43,360.11 $0.00
$2,08
2,468.20 $3,399,724.62 $93,518.17
36 Sep-2005 7.00% $438,612.43 $402,169.24 $36,443.19 $0.00
$1,68
0,298.96 $3,436,167.81 $129,961.36
37 Dec-2005 7.00% $438,612.43 $409,207.20 $29,405.23 $0.00
$1,27
1,091.76 $3,465,573.04 $29,405.23
38 Mar-2006 7.00% $438,612.43 $416,368.32 $22,244.11 $0.00
$854,
723.44 $3,487,817.15 $51,649.34
39 Jun-2006 7.00% $438,612.43 $423,654.77 $14,957.66 $0.00
$431,
068.67 $3,502,774.81 $66,607.00
40 Sep-2006 7.00% $437,599.66 $431,068.67 $6,530.99 $0.00 $0.00
$3,509,305.80 $73,137.99
License Grant date: September 17, 1996
First and last payments prorated based on the above license grant date.
</TABLE>
<TABLE>
United States of America
Federal Communications Commission
RADIO STATION AUTHORIZATION
Commercial Mobile Radio Services
Personal Communications Service -Broadband
Call Sign: KNLF318
Market: B208
21st CENTU.RY TELESIS JOINT VENTURE
ATTN: PHILIP J. CHASMAR
4665 MACARTHUR COURT SUITE IOOC
NEWPORT BEACH, CA 92660
ITHACA, NY Channel Block: C
File Number: 00481 -CW-L-96
The licensee hereof is authorized, for the period indicated, to construct and
operate radio
transmitting facilities in accordance with the terms and conditions hereinafter
described.
This authorization is subject to the provisions of the Communications Act of
1934, as
amended, subsequent Acts of Congress, international treaties and agreements to
which the
United States is a signatory, and all pertinent rules and regulations of the
Federal
Communications Commission, contained in the Title 47 of the U.S. Code of
Federal
Regulations.
Initial Grant Date September 17, 1996
Five-year Build Out Date September 17, 2001
Expiration Date September 17, 2006
CONDITIONS.
Pursuant to Section 309(h) of the Communications Act of 1934, as amended, (47
U.S.C. Sec.
309(h)), this license is subject to the following conditions: This license does
not vest in
the licensee any right to operate a station nor any right in the use of
frequencies beyond
the term thereof nor in any other manner than authorized herein. Neither this
license nor
the right granted thereunder shall be assigned or otherwise transferred in
violation of the
Communications Act of 1934, as amended (47 U.S.C. Sec. 151, et seq.). This
license is
subject in terms to the right of use or control conferred by Section 706 of the
Communications Act of 1934, as amended
(47 U.S.C. Sec. 606).
Conditions continued on Page 2.
WAIVERS:
No waivers associated with this authorization.
Issue Date: November 18, 1996 FCC Form 463a
CONDITIONS:
This authorization is subject to the condition that, in the event that systems
using the
same frequencies as granted herein are authorized in an adjacent foreign
territory
(CanadalUnited States), future coordination of any base station transmitters
within 72 km
(45 miles) of the United States/Canada border shall be required to eliminate
any harmful
interference to operations in the adjacent foreign territory and to ensure
continuance of
equal access to the frequencies by both countries.
This authorization is conditioned upon the full and timely payment of all
monies due
pursuant to Sections 1.2110 and 24.711 of the Commission's Rules and the terms
of the
Commission's installment plan as set forth in the Note and Security Agreement
executed by
the licensee. Failure to comply with this condition will result in the
automatic
cancellation of this authorization.
Issue Date: November 18., 1996 FCC Form 463a
Installment Payment Plan Note
(Broadband Personal Communications Service, C Block): Auction Event No.5)
US $2,092,503.38 Washington, D.C.
License No.: PBB2O8C
September 17, 1996
FOR VALUE RECEIVED, the undersigned, 21st Century Telesis Joint Venture, a
Delaware General
Partnership ("Maker"), promises to pay to the order of the FEDERAL
COMMUNICATIONS
COMMISSION, an independent regulatory agency of the United States ("Payee" or
"Commission"),
the principal sum of 2,092,503.38 DOLLARS ("Principal Amount"), together with
accrued
interest, computed at the annual rate of seven percent (7.00%) per annum,
("Annual Rate") on
the unpaid Principal Amount hereof, from the date of this Note until the date
the entire
Principal Amount has been paid in full.
Interest and principal shall be payable as set forth below and in accordance
with Schedule A
attached hereto and made a part hereof:
Interest only, at the Annual Rate from the date hereof until the last day of
the month
ninety (90) days hence, shall be due and payable on December 31, 1996 in the
amount of
$42,136.71. Commencing December 31, 1996, Maker shall pay interest only at the
Annual Rate,
in equal consecutive quarterly installments of $36,618.81, due on the last day
of the month
and every ninety (90) days thereafter from December 31, 1996 through September
30, 2002.
Commencing December 31, 2002, Maker shall pay principal and interest in equal
quarterly
installments of $151,077.86, due on the last day of each month ninety (90) days
hence
through and including June 30, 2006.
The entire unpaid Principal Amount, together with accrued and unpaid interest
thereon, and
all remaining obligations of Maker hereunder, shall be due and payable on
September 17, 2006
("Maturity Date").
All interest shall be computed on the basis of a 360-day year for actual days
elapsed.
All payments to be made hereunder, of principal, interest, costs, expenses, or
other sums
due hereunder, shall be made to the holder of this Note in lawful money of the
United States
of America which at the time of payment shall be legal tender for the payment
of public and
private debts, free and clear and without reduction by reason of any present or
future
income, stamp or other taxes, levies, imposts, deductions, charges, compulsory
loans or
withholdings whatsoever, including interest thereon or penalties with respect
thereto, if
any imposed, assessed, levied or collected by any political subdivision or
taxing authority
thereof or therein, on or in respect of this Note or the obligations it
evidences. All
payments shall be made during normal business hours at the Commission's
designated lockbox
location as set forth from time to time in the Commission's then-applicable
orders and
regulations and/or public notices.
This Note is secured by, and entitled to the benefits of, a Security Agreement
(the
"Security Agreement") of even date between Maker and Payee. All the terms,
covenants,
conditions and agreements contained in the Security Agreement are hereby
incorporated herein
and made part of this Note to the same extent and effect as if fully set forth
herein. It is
expressly understood by Maker that all of the terms of the Security Agreement
apply to this
Note and that reference in the Security Agreement to "this Agreement" includes
both the
Security Agreement and this Note.
IT IS HEREBY EXPRESSLY AGREED THAT TIME IS OF THE ESSENCE FOR THE PERFORMANCE
OF ALL TERMS
AND CONDITIONS UNDER THIS NOTE AND THE SECURITY AGREEMENT.
A default under this Note ("Event of Default") shall occur upon any or all of
the following:
a. non-payment by Maker of any Principal or Interest on the due date as
specified
hereinabove if the Maker remains delinquent for more than 90 days and
(1) Maker has not submitted a request, in writing, for a grace period
or extension of payments, if any such grace period or extension of
payments is provided for in the then-applicable orders and regulations of
the Commission; or
(2) Maker has submitted a request, in writing, for a grace period or
extension of payments, if any such grace period or extension of payments
is provided for in the then-applicable orders and regulations of the
Commission, and following the expiration of the grant of such grace period
or extension or upon denial of such a request for a grace period or
extension, Maker has not resumed payments of Interest and Principal in
accordance with the terms of this Note;
or;
b. failure by Maker to comply with any other condition for holding the above
referenced license (as defined in the Security Agreement) as set forth in the
license
or in the Communications Act of 1934, as amended, or the then-applicable orders
and
regulations of the Commission; or
c. violation by Maker of any other covenant or term of this Note or the
Security
Agreement.
Upon any Event of Default under this Note, Payee may assess a late fee and/or
administrative
charge, plus the costs of collection, litigation, attorneys' fees, and default
payment as
specified in the then-applicable orders and regulations of the Commission, as
amended, and
Maker acknowledges that it is liable and herein expressly promises to pay on
demand such
additional costs, expenses, late charges, administrative charges, attorneys
fees, and
default payment. Upon a default under this Note, the unpaid Principal Amount,
plus all
unpaid interest accrued thereon, together with any late fee and/or
administrative charge,
plus the costs of collection, litigation, attorneys' fees, and default payment
as specified
in the then-applicable orders and regulations of the Commission, as amended,
shall become
immediately due and payable. The Maker hereby acknowledges that the Commission
has issued
Maker the above referenced license pursuant to the Communications Act of 1934,
as amended,
that is conditioned upon full and timely payment of financial obligations under
the
Commission's installment payment plan, as set forth in the then-applicable
orders and
regulations of the Commission, as amended, and that the sanctions and
enforcement authority
of the Commission shall remain applicable in the event of a failure to comply
with the terms
and conditions of the license, regardless of the enforceability of this Note or
the Security
Agreement.
No delay or omission on the part of Payee in exercising any right under this
Note, the
Security Agreement, or any other instrument securing this Note, shall operate
as a waiver of
such right or of any other right of Payee, nor shall any waiver by Payee of any
such right
or rights on any one occasion be deemed a bar to or waiver of the same right or
rights on
any future occasion.
The Maker is liable for all costs of collection or enforcement of the Payee's
rights under
this Note or under the Security Agreement or under any other instrument now or
hereafter
executed by Maker in favor of Payee which in any manner evidences or
constitutes additional
security for this Note, including reasonable attorneys' fees, whether suit is
brought or
not, and all such costs shall be paid by the Maker on demand, and whether or
not such
collection or enforcement occurs in any bankruptcy, reorganization,
receivership or other
proceedings involving creditors' rights or involving a claim under this Note or
any of the
other loan documents.
Maker, all endorsers and guarantors hereof and any other party who may become
liable for all
or any part of the obligation evidenced hereby, waive presentment for payment,
notice or
dishonor, protest and notice of protest, notice of nonpayment and any and all
lack of
diligence or delays in collection or enforcement of this Note.
Maker may prepay all or any part of the Principal Amount without premium or
penalty upon ten
(10) days' prior written notice to Payee, given in the manner provided in the
Security
Agreement.
Partial prepayments shall not postpone or reduce regular payments to be made
hereunder. All
such prepayments shall be applicable first to the payment of late charges, if
any, costs and
expenses, and administrative penalties due hereunder, then to accrued and
unpaid interest,
then to that portion of the unpaid Principal Amount due on the Maturity Date
and then, if
applicable, to any unpaid installments of principal in the inverse order of
installment
maturities. The Payee may require that any partial prepayments be made on the
dates
installments of principal and interest are due hereunder.
Anything to the contrary notwithstanding, Payee shall not charge, take or
receive, and Maker
shall not be obligated to pay to Payee, any amounts constituting interest on
the Principal
Amount in excess of the maximum rate permitted by applicable law. If by reason
of the
acceleration of the unpaid Principal Amount or otherwise, interest in excess of
the highest
legal contract rate permitted by applicable law shall at any time be paid, any
such excess
shall constitute and be treated as a payment of outstanding principal hereunder
and shall
operate to reduce such outstanding Principal Amount.
ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS NOTE,
THE SECURITY AGREEMENT, OR OTHER DOCUMENTS EVIDENCING
OR SECURING THE DEBT TRANSACTION EVIDENCED HEREBY MAY
ONLY BE BROUGHT IN THE UNITED STATES DISTRICT COURT FOR
THE DISTRICT OF COLUMBIA, AND, BY EXECUTION AND DELIVERY OF
THIS NOTE AND SECURITY AGREEMENT, THE MAKER HEREBY
ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY GENERALLY
AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID
COURT. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE ANY
OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO
THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENS, WHICH ANY OF THEM MAY NOW OR HEREAFTER HAVE
TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN THE
DISTRICT OF COLUMBIA.
THE MAKER IRREVOCABLY CONSENTS TO THE SERVICE OF
PROCESS OF THE AFOREMENTIONED COURT IN ANY SUCH ACTION OR
PROCEEDING BY THE MAILING OF A COPY THEREOF BY CERTIFIED
MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID, TO THE
MAKER AT ITS ADDRESS PROVIDED HEREIN. SUCH SERVICE SHALL
BE DEEMED TO HAVE OCCURRED ON THE THIRD DAY AFTER SUCH
MAILING. NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHT
OF PAYEE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED
BY LAW OR COMMENCE LEGAL PROCEEDINGS OR OTHERWISE
PROCEED AGAINST THE MAKER IN ANY OTHER JURISDICTION.
EACH OF THE PARTIES HERETO HEREBY KNOWINGLY,
WILLINGLY, VOLUNTARILY, UNCONDITIONALLY, IRREVOCABLY AND
INTENTIONALLY FOREVER WAIVES ANY RIGHT IT MAY HAVE TO
TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE, THE
SECURITY AGREEMENT, OR OTHER DOCUMENTS EVIDENCING OR
SECURING THE DEBT TRANSACTION EVIDENCED HEREBY, ANY
COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (VERBAL
OR WRITTEN) OR ACTION OF ANY PERSON OR ANY EXERCISE BY ANY
PARTY OF THEIR RESPECTIVE RIGHTS UNDER THIS TRANSACTION,
DOCUMENT OR ANY RELATED DOCUMENT OR IN ANY WAY RELATING
TO THE COLLATERAL (INCLUDING, WITHOUT LIMITATION, ANY
ACTION TO RESCIND OR CANCEL THIS TRANSACTION OR ANY
CLAIMS OR DEFENSES ASSERTING THAT THIS TRANSACTION, IN
WHOLE OR IN PART, WAS FRAUDULENTLY INDUCED OR IS
OTHERWISE VOID OR VOIDABLE). MAKER REPRESENTS THAT NO
ORAL OR WRITTEN STATEMENTS HAVE BEEN MADE BY ANY PARTY
TO INCLUDE THIS SUBMISSION OR JURISDICTION AND WAIVER OF
TRAIL BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS STATED
EFFECT. MAKER FURTHER REPRESENTS THAT IT HAS BEEN
REPRESENTED BY INDEPENDENT COUNSEL, SELECTED BY ITS OWN
FREE WILL, IN SIGNING THIS NOTE AND IN THE MAMNG OF THIS
WAIVER AND THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS
WAIVER WITH SUCH COUNSEL. THIS PROVISION IS A MATERIAL
INDUCEMENT FOR PAYEE TO ENTER INTO THIS TRANSACTION AND
THE VARIOUS DOCUMENTS RELATED THERETO.
Maker acknowledges that this Note and Security Agreement (any attachments
affixed thereto by
the Commission with the permission and knowledge of the Maker/Debtor), along
with the then-
current applicable Commission orders and regulations and the Communications Act
of 1934, as
amended, set forth the entire agreement, written and oral, of the parties, and
all
inconsistent prior statements, understandings, notices, representations and
agreements
between the parties, oral or written, are superseded by and merged in this
Note, the
Security Agreement or other documents evidencing or securing the debt
transaction evidenced
hereby. Except as otherwise expressly provided herein, all of Payee's
representations,
warranties, covenants and agreements in this Note and Security Agreement shall
merge in the
documents and agreements executed by the Maker and shall not survive said
execution.
If any provision or part of this Note and/or the Security Agreement shall for
any reason be
held or deemed to be invalid, illegal, or unenforceable in any respect, such
invalidity,
illegality or unenforceability shall not affect any other provision of this
Note and this
Note shall be construed as if such invalid, illegal or unenforceable provision
had never
been contained herein and the remaining provisions of this Note shall remain in
full force
and effect. The enforceability of the Note and/or the Security Agreement do not
alter the
rights and obligations of the Maker and Payee under the Communications Act of
1934, as
amended, or under the then-applicable orders and regulations of the Commission,
as amended.
Any notice demand or request hereunder shall be given in the manner set forth
in the
Security Agreement.
This Note shall be governed by and construed in accordance with the
Communications Act of
1934, as amended, the then-applicable orders and regulations of the Commission,
and federal
law. Nothing in this Note shall be deemed to modify any then-applicable orders
and
regulations of the Commission, and nothing in this Note shall be deemed to
release the Maker
from compliance therewith. This Note may not be changed, modified, waived,
terminated or
discharged orally, but only by an agreement in writing executed by the party
against whom
enforcement of any such change, modification, waiver, termination, or discharge
is sought.
Maker represents and warrants that any statements made by or on behalf of Maker
in
connection with this Note: (I) are true and accurate in all material respects;
and (ii) do
not omit any material facts or information that would make such statement
misleading in the
context of Payee's evaluation of the note, and acknowledges and agrees that
Payee is
entitled to and his relied on such statements in agreeing to the Note.
Payee shall have the right at any time to assign, endorse, pledge, convey or
otherwise
transfer this Note and all of the other loan documents to any party. From and
after the date
of such assignment, endorsement, pledge, conveyance or other transfer, such
transferee shall
be entitled to exercise any and all rights and remedies of Payee hereunder.
Maker shall not
assign, convey or otherwise transfer its rights and obligations hereunder
without the prior
written consent of the Commission.
Date: 11-26-96 21st Century Telesis Joint Venture
[NAME OF MAKER]
By: Philip J. Chasmar
Its: Secretary
License Number: PBB2O8C
INSTALLMENT PLAN C AMORTIZATION SCHEDULE
for Federal Communications Commission Broadband Personal Communications
Service, C-Block
Licenses
(Interest-only Payments for the First Six Years)
Orig Balance Orig Rate Term (yrs) 1st PMT Future Value
$2,092,503.38 7.00% 10 Dec-96 $0
<CAPTION>
Pmt# Date Yr P&I Pmt Principal Interest Extra
New
Balance Cum. Int. Yearly Total Amt
Rate Prin (Prin Only)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 Dec-96 7.00% $42,136.71 $0.00 $42,136.71 $0.00 $2,092
,503.38 $42,136.71 $42,136.71
2 Mar-97 7.00% $36,618.81 $0.00 $36,618.81 $0.00 $2,092
,503.38 $78,755.52 $36,618.81
3 Jun-97 7.00% $36,618.81 $0.00 $36,618.81 $0.00 $2,092
,503.38 $115,374.33 $73,237.62
4 Sep-97 7.00% $36,618.81 $0.00 $36,618.81 $0.00 $2,092
,503.38 $151,993.14 $109,856.43
5 Dec-97 7.00% $36,618.81 $0.00 $36,618.81 $0.00 $2,092
,503.38 $188,611.95 $146,475.24
6 Mar-98 7.00% $36,618.81 $0.00 $36,618.81 $0.00 $2,092
,503.38 $225,230.76 $36,618.81
7 Jun-98 7.00% $36,618.81 $0.00 $36,618.81 $0.00 $2,092
,503.38 $261,849.57 $73,237.62
8 Sep-98 7.00% $36,618.81 $0.00 $36,618.81 $0.00 $2,092
,503.38 $298,468.38 $109,856.43
9 Dec-98 7.00% $36,618.81 $0.00 $36,618.81 $0.00 $2,092
,503.38 $335,087.19 $146,475.24
10 Mar-99 7.00% $36,618.81 $0.00 $36,618.81 $0.00 $2,092
,503.38 $371,705.99 $36,618.81
11 Jun-99 7.00% $36,618.81 $0.00 $36,618.81 $0.00 $2,092
,503.38 $408,324.80 $73,237.62
12 Sep-99 7.00% $36,618.81 $0.00 $36,618.81 $0.00 $2,092
,503.38 $444,943.61 $109,856.43
13 Dec-99 7.00% $36,618.81 $0.00 $36,618.81 $0.00 $2,092
,503.38 $481,562.42 $146,475.24
14 Mar-2000 7.00% $36,618.81 $0.00 $36,618.81 $0.00 $2,092
,503.38 $518,181.23 $36,618.81
15 Jun-2000 7.00% $36,618.81 $0.00 $36,618.81 $0.00 $2,092
,503.38 $554,800.04 $73,237.62
16 Sep-2000 7.00% $36,618.81 $0.00 $36,618.81 $0.00 $2,092
,503.38 $591,418.85 $109,856.43
17 Dec-2000 7.00% $36,618.81 $0.00 $36,618.81 $0.00 $2,092
,503.38 $628,037.66 $146,475.24
18 Mar-2001 7.00% $36,618.81 $0.00 $36,618.81 $0.00 $2,092
,503.38 $664,656.47 $36,618.81
19 Jun-2001 7.00% $36,618.81 $0.00 $36,618.81 $0.00 $2,092
,503.38 $701,275.28 $73,237.62
20 Sep-2001 7.00% $36,618.81 $0.00 $36,618.81 $0.00 $2,092
,503.38 $737,894.09 $109,856.43
21 Dec-2001 7.00% $36,618.81 $0.00 $36,618.81 $0.00 $2,092
,503.38 $774,512.89 $146,475.24
22 Mar-2002 7.00% $36,618.81 $0.00 $36,618.81 $0.00 $2,092
,503.38 $811,131.70 $36,618.81
23 Jun-2002 7.00% $36,618.81 $0.00 $36,618.81 $0.00 $2,092
,503.38 $847,750.51 $73,237.62
24 Sep-2002 7.00% $36,618.81 $0.00 $36,618.81 $0.00 $2,092
,503.38 $884,369.32 $109,856.43
25 Dec-2002 7.00% $151,077.86 $114,459.05 $36,618.81 $0.00
$1,97
8,044.33 $920,988.13 $146,475.24
26 Mar-2003 7.00% $151,077.86 $116,462.08 $34,615.78 $0.00
$1,86
1,582.25 $955,603.91 $34,615.78
27 Jun-2003 7.00% $151,077.86 $118,500.17 $32,577.69 $0.00
$1,74
3,082.08 $988,181.60 $67,193.47
28 Sep-2003 7.00% $151,077.86 $120,573.92 $30,503.94 $0.00
$1,62
2,508.16 $1,018,685.54 $97,697.41
29 Dec-2003 7.00% $151,077.86 $122,683.97 $28,393.89 $0.00
$1,49
9,824.19 $1,047,079.43 $126,091.30
30 Mar-2004 7.00% $151,077.86 $124,830.94 $26,246.92 $0.00
$1,37
4,993.25 $1,073,326.35 $26,246.92
31 Jun-2004 7.00% $151,077.86 $127,015.48 $24,062.38 $0.00
$1,24
7,977.77 $1,097,388.73 $50,309.30
32 Sep-2004 7.00% $151,077.86 $129,238.25 $21,839.61 $0.00
$1,11
8,739.52 $1,119,228.34 $72,148.91
33 Dec-2004 7.00% $151,077.86 $131,499.92 $19,577.94 $0.00
$987,
239.60 $1,138,806.28 $91,726.85
34 Mar-2005 7.00% $151,077.86 $133,801.17 $17,276.69 $0.00
$853,
438.43 $1,156,082.97 $17,276.69
35 Jun-2005 7.00% $151,077.86 $136,142.69 $14,935.17 $0.00
$717,
295.74 $1,171,018.14 $32,211.86
36 Sep-2005 7.00% $151,077.86 $138,525.18 $12,552.68 $0.00
$578,
770.56 $1,183,570.82 $44,764.54
37 Dec-2005 7.00% $151,077.86 $140,949.38 $10,128.48 $0.00
$437,
821.18 $1,193,699.30 $10,128.48
38 Mar-2006 7.00% $151,077.86 $143,415.99 $7,661.87 $0.00 $294,4
05.19 $1,201,361.17 $17,790.35
39 Jun-2006 7.00% $151,077.86 $145,925.77 $5,152.09 $0.00 $148,4
79.42 $1,206,513.26 $22,942.44
40 Sep-2006 7.00% $150,728.98 $148,479.42 $2,249.56 $0.00 $0.00
$1,208,762.82 $25,192.00
License Grant date: September 17, 1996
First and last payments prorated based on the above license grant date.
</TABLE>
<TABLE>
Federal Communications Commission
RADIO STATION AUTHORIZATION
Commercial Mobile Radio Services
Personal Communications Service - Broadband
21st CENTURY TELESIS JOINT VENTURE
ATTN: PHILIP J. CHASMAR
4665 MACARTHUR COURT SUITE lOOC
SYRACUSE, NY
NEWPORT BEACH, CA 92660
Channel Block: C
Call Sign: KNLF319
File Number: 00483-CW-L-96
Market: B438
The licensee hereof is authorized, for the period indicated, to construct and
operate radio
transmitting facilities in accordance with the terms and conditions hereinafter
described.
This authorization is subject to the provisions of the Communications Act of
1934, as
amended, subsequent Acts of Congress, international treaties and agreements to
which the
United States is a signatory, and all pertinent rules and regulations of the
Federal
Communications Commission, contained in the Title 47 of the U.S. Code of
Federal
Regulations.
Initial Grant Date September 17,1996
Five-year Build Out Date September 17, 2001
Expiration Date September 17, 2006
CONDITIONS.
Pursuant to Section 309(h) of the Communications Act of 1934, as amended, (47
U.S.C. Sec.
309(h)), this license is subject to the following conditions: This license does
not vest in
the licensee any right to operate a station nor any right in the use of
frequencies beyond
the term thereof nor in any other manner than authorized herein. Neither this
license nor
the right granted thereunder shall be assigned or otherwise transferred in
violation of the
Communications Act of 1934, as amended (47 U.S.C. Sec. 151, et seq.). This
license is
subject in terms to the right of use or control conferred by Section 706 of the
Communications Act of 1934, as amended
(47 U.S.C. Sec. 606).
Conditions continued on Page 2.
WAIVERS:
No waivers associated with this authorization.
Issue Date: November 18, 1996 FCC Form 463a
CONDITIONS:
This authorization is subject to the condition that, in the event that systems
using the
same frequencies as granted herein are authorized in an adjacent foreign
territory
(Canada/United States), future coordination of any base station transmitters
within 72 km
(45 miles) of the United States/Canada border shall be required to eliminate
any harmful
interference to operations in the adjacent foreign territory and to ensure
continuance of
equal access to the frequencies by both countries.
This authorization is conditioned upon the full and timely payment of all
monies due
pursuant to Sections 1.2110 and 24.711 of the Commission's Rules and the terms
of the
Commission's installment plan as set forth in the Note and Security Agreement
executed by
the licensee. Failure to comply with this condition will result in the
automatic
cancellation of this authorization.
Issue Date: November 18, 1996 FCC Form 463a
Installment Payment Plan Note
(Broadband Personal Communications Service, C Block): Auction Event No.5)
US $15,222,600.00
Washington, D.C. License No. :PBB438C
September 17, 1996
FOR VALUE RECEIVED, the undersigned, 21st CENTURY TELESIS JOINT VENTURE, a
Delaware General
Partnership ("Maker"), promises to pay to the order of the FEDERAL
COMMUNICATIONS
COMMISSION, an independent regulatory agency of the United States ("Payee" or
"Commission"),
the principal sum of 15,222,600.00 DOLLARS ("Principal Amount"), together with
accrued
interest, computed at the annual rate of seven percent (7.00%) per annum,
("Annual Rate") on
the unpaid Principal Amount hereof, from the date of this Note until the date
the entire
Principal Amount has been paid in full.
Interest and principal shall be payable as set forth below and in accordance
with Schedule A
attached hereto and made a part hereof:
Interest only, at the Annual Rate from the date hereof until the last day of
the month
ninety (90) days hence, shall be due and payable on December 31, 1996 in the
amount of
$306,537.29. Commencing December 31, 1996, Maker shall pay interest only at the
Annual Rate,
in equal consecutive quarterly installments of $266,395.50, due on the last day
of the month
and every ninety (90) days thereafter from December 31, 1996 through September
30, 2002.
Commencing December 31, 2002, Maker shall pay principal and interest in equal
quarterly
installments of $1,099,065.27, due on the last day of each month ninety (90)
days hence
through and including June 30, 2006.
The entire unpaid Principal Amount, together with accrued and unpaid interest
thereon, and
all remaining obligations of Maker hereunder, shall be due and payable on
September 17, 2006
("Maturity Date").
All interest shall be computed on the basis of a 360-day year for actual days
elapsed.
All payments to be made hereunder, of principal, interest, costs, expenses, or
other sums
due hereunder, shall be made to the holder of this Note in lawful money of the
United States
of America which at the time of payment shall be legal tender for the payment
of public and
private debts, free and clear and without reduction by reason of any present or
future
income, stamp or other taxes, levies, imposts, deductions, charges, compulsory
loans or
withholdings whatsoever, including interest thereon or penalties with respect
thereto, if
any imposed, assessed, levied or collected by any political subdivision or
taxing authority
thereof or therein, on or in respect of this Note or the obligations it
evidences. All
payments shall be made during normal business hours at the Commission's
designated lockbox
location as set forth from time to time in the Commission's then-applicable
orders and
regulations and/or public notices.
This Note is secured by, and entitled to the benefits of, a Security Agreement
(the
"Security Agreement") of even date between Maker and Payee. All the terms,
covenants,
conditions and agreements contained in the Security Agreement are hereby
incorporated herein
and made part of this Note to the same extent and effect as if fully set forth
herein. It is
expressly understood by Maker that all of the terms of the Security Agreement
apply to this
Note and that reference in the Security Agreement to "this Agreement" includes
both the
Security Agreement and this Note.
IT IS HEREBY EXPRESSLY AGREED THAT TIME IS OF THE ESSENCE
FOR THE PERFORMANCE OF ALL TERMS AND CONDITIONS UNDER THIS NOTE AND THE
SECURITY
AGREEMENT.
A default under this Note ("Event of Default") shall occur upon any or all of
the following:
a. non-payment by Maker of any Principal or Interest on the due date as
specified
hereinabove if the Maker remains delinquent for more than 90 days and
(1) Maker has not submitted a request, in writing, for a grace period
or extension of payments, if any such grace period or extension of
payments is provided for in the then-applicable orders and regulations of
the Commission; or
(2) Maker has submitted a request, in writing, for a grace period or
extension of payments, if any such grace period or extension of payments
is provided for in the then-applicable orders and regulations of the
Commission, and following the expiration of the grant of such grace period
or extension or upon denial of such a request for a grace period or
extension, Maker has not resumed payments of Interest and Principal in
accordance with the terms of this Note;
or;
b. failure by Maker to comply with any other condition for holding the above
referenced license (as defined in the Security Agreement) as set forth in the
license
or in the Communications Act of 1934, as amended, or the then-applicable orders
and
regulations of the Commission; or
c. violation by Maker of any other covenant or term of this Note or the
Security
Agreement.
Upon any Event of Default under this Note, Payee may assess a late fee and/or
administrative
charge, plus the costs of collection, litigation, attorneys' fees, and default
payment as
specified in the then-applicable orders and regulations of the Commission, as
amended, and
Maker acknowledges that it is liable and herein expressly promises to pay on
demand such
additional costs, expenses, late charges, administrative charges, attorneys
fees, and
default payment. Upon a default under this Note, the unpaid Principal Amount,
plus all
unpaid interest accrued thereon, together with any late fee and/or
administrative charge,
plus the costs of collection, litigation, attorneys' fees, and default payment
as specified
in the then-applicable orders and regulations of the Commission, as amended,
shall become
immediately due and payable. The Maker hereby acknowledges that the Commission
has issued
Maker the above referenced license pursuant to the Communications Act of 1934,
as amended,
that is conditioned upon full and timely payment of financial obligations under
the
Commission's installment payment plan, as set forth in the then-applicable
orders and
regulations of the Commission, as amended, and that the sanctions and
enforcement authority
of the Commission shall remain applicable in the event of a failure to comply
with the terms
and conditions of the license, regardless of the enforceability of this Note or
the Security
Agreement.
No delay or omission on the part of Payee in exercising any right under this
Note, the
Security Agreement, or any other instrument securing this Note, shall operate
as a waiver of
such right or of any other right of Payee, nor shall any waiver by Payee of any
such right
or rights on any one occasion be deemed a bar to or waiver of the same right or
rights on
any future occasion.
The Maker is liable for all costs of collection or enforcement of the Payee's
rights under
this Note or under the Security Agreement or under any other instrument now or
hereafter
executed by Maker in favor of Payee which in any manner evidences or
constitutes additional
security for this Note, including reasonable attorneys' fees, whether suit is
brought or
not, and all such costs shall be paid by the Maker on demand, and whether or
not such
collection or enforcement occurs in any bankruptcy, reorganization,
receivership or other
proceedings involving creditors' rights or involving a claim under this Note or
any of the
other loan documents.
Maker, all endorsers and guarantors hereof and any other party who may become
liable for all
or any part of the obligation evidenced hereby, waive presentment for payment,
notice or
dishonor, protest and notice of protest, notice of nonpayment and any and all
lack of
diligence or delays in collection or enforcement of this Note.
Maker may prepay all or any part of the Principal Amount without premium or
penalty upon ten
(10) days' prior written notice to Payee, given in the manner provided in the
Security
Agreement.
Partial prepayments shall not postpone or reduce regular payments to be made
hereunder. All
such prepayments shall be applicable first to the payment of late charges, if
any, costs and
expenses, and administrative penalties due hereunder, then to accrued and
unpaid interest,
then to that portion of the unpaid Principal Amount due on the Maturity Date
and then, if
applicable, to any unpaid installments of principal in the inverse order of
installment
maturities. The Payee may require that any partial prepayments be made on the
dates
installments of principal and interest are due hereunder.
Anything to the contrary notwithstanding, Payee shall not charge, take or
receive, and Maker
shall not be obligated to pay to Payee, any amounts constituting interest on
the Principal
Amount in excess of the maximum rate permitted by applicable law. If by reason
of the
acceleration of the unpaid Principal Amount or otherwise, interest in excess of
the highest
legal contract rate permitted by applicable law shall at
any time be paid, any such excess shall constitute and be treated as a payment
of
outstanding principal hereunder and shall operate to reduce such outstanding
Principal
Amount.
ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS NOTE,
THE SECURITY AGREEMENT, OR OTHER DOCUMENTS EVIDENCING
OR SECURING THE DEBT TRANSACTION EVIDENCED HEREBY MAY
ONLY BE BROUGHT IN THE UNITED STATES DISTRICT COURT FOR
THE DISTRICT OF COLUMBIA, AND, BY EXECUTION AND DELIVERY OF
THIS NOTE AND SECURITY AGREEMENT, THE MAKER HEREBY
ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY GENERALLY
AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID
COURT. THE PARTIES HERETO HEREBY IRREVOCABLY WMVE ANY
OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO
THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENS, WHICH ANY OF THEM MAY NOW OR HEREAF'TER HAVE
TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING IN THE
DISTRICT OF COLUMBIA.
THE MAKER IRREVOCABLY CONSENTS TO THE SERVICE OF
PROCESS OF THE AFOREMENTIONED COURT IN ANY SUCH ACTION OR
PROCEEDING BY THE MMLING OF A COPY THEREOF BY CERTIFIED
MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID, TO THE
MAKER AT ITS ADDRESS PROVIDED HEREIN. SUCH SERVICE SHALL
BE DEEMED TO HAVE OCCURRED ON THE THIRD DAY AFTER SUCH
MAILING. NOTHING CONTAINED HEREIN SIIALL AFFECT THE RIGHT
OF PAYEE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED
BY LAW OR COMMENCE LEGAL PROCEEDINGS OR OTHERWISE
PROCEED AGAINST THE MAKER IN ANY OTHER JURISDICTION.
EACH OF THE PARTIES HERETO HEREBY KNOWINGLY,
WILLINGLY, VOLUNTARILY, UNCONDITIONALLY, IRREVOCABLY AND
INTENTIONALLY FOREVER WAIVES ANY RIGHT IT MAY HAVE TO
TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR
ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE, THE
SECURITY AGREEMENT, OR OTHER DOCUMENTS EVIDENCING OR
SECURING THE DEBT TRANSACTION EVIDENCED HEREBY, ANY
COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (VERBAL
OR WRITTEN) OR ACTION OF ANY PERSON OR ANY EXERCISE BY ANY
PARTY OF THEIR RESPECTIVE RIGHTS UNDER THIS TRANSACTION,
DOCUMENT OR ANY RELATED DOCUMENT OR IN ANY WAY RELATING
TO THE COLLATERAL (INCLUDING, WITHOUT LIMITATION, ANY
ACTION TO RESCIND OR CANCEL THIS TRANSACTION OR ANY
CLAIMS OR DEFENSES ASSERTING THAT THIS TRANSACTION, IN
WHOLE OR IN PART, WAS FRAUDULENTLY INDUCED OR IS
OTHERWISE VOID OR VOIDABLE). MAKER REPRESENTS THAT NO
ORAL OR WRITTEN STATEMENTS HAVE BEEN MADE BY ANY PARTY
TO INCLUDE THIS SUBMISSION OR JURISDICTION AND WAIVER OF
TRAIL BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS STATED
EFFECT. MAKER FURTHER REPRESENTS THAT IT HAS BEEN
REPRESENTED BY INDEPENDENT COUNSEL, SELECTED BY ITS OWN
FREE WILL, IN SIGNING THIS NOTE AND IN THE MAKING OF THIS
WAIVER AND THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS
WMVER WITH SUCH COUNSEL. THIS PROVISION IS A MATERIAL
INDUCEMENT FOR PAYEE TO ENTER INTO THIS TRANSACTION AND
THE VARIOUS DOCUMENTS RELATED THERETO.
Maker acknowledges that this Note and Security Agreement (any attachments
affixed thereto by
the Commission with the permission and knowledge of the Maker/Debtor), along
with the then-
current applicable Commission orders and regulations and the Communications Act
of 1934, as
amended, set forth the entire agreement, written and oral, of the parties, and
all
inconsistent prior statements, understandings, notices, representations and
agreements
between the parties, oral or written, are superseded by and merged in this
Note, the
Security Agreement or other documents evidencing or securing the debt
transaction evidenced
hereby. Except as otherwise expressly provided herein, all of Payee's
representations,
warranties, covenants and agreements in this Note and Security Agreement shall
merge in the
documents and agreements executed by the Maker and shall not survive said
execution.
If any provision or part of this Note and/or the Security Agreement shall for
any reason be
held or deemed to be invalid, illegal, or unenforceable in any respect, such
invalidity,
illegality or unenforceability shall not affect any other provision of this
Note and this
Note shall be construed as if such invalid, illegal or unenforceable provision
had never
been contained herein and the remaining provisions of this Note shall remain in
full force
and effect. The enforceability of the Note and/or the Security Agreement do not
alter the
rights and obligations of the Maker and Payee under the Communications Act of
1934, as
amended, or under the then-applicable orders and regulations of the Commission,
as amended.
Any notice demand or request hereunder shall be given in the manner set forth
in the
Security Agreement.
This Note shall be governed by and construed in accordance with the
Communications Act of
1934, as amended, the then-applicable orders and regulations of the Commission,
and federal
law. Nothing in this Note shall be deemed to modify any then-applicable orders
and
regulations of the Commission, and nothing in this Note shall be deemed to
release the Maker
from compliance therewith. This Note may not be changed, modified, waived,
terminated or
discharged orally, but only by an agreement in writing executed by the party
against whom
enforcement of any such change, modification, waiver, termination, or discharge
is sought.
Maker represents and warrants that any statements made by or on behalf of Maker
in
connection with this Note: (I) are true and accurate in all material respects;
and (ii) do
not omit any material facts or information that would make such statement
misleading in the
context of Payee's evaluation of the note, and acknowledges and agrees that
Payee is
entitled to and his relied on such statements in agreeing to the Note.
Payee shall have the right at any time to assign, endorse, pledge, convey or
otherwise
transfer this Note and all of the other loan documents to any party. From and
after the date
of such assignment, endorsement, pledge, conveyance or other transfer, such
transferee shall
be entitled to exercise any and all rights and remedies of Payee hereunder.
Maker shall not
assign, convey or otherwise transfer its rights and obligations hereunder
without the prior
written consent of the Commission.
Date: 11-26-96 21st Century Telesis Joint Venture [NAME
OF MAKER]
By: Philip J. Chasmar
Its: Secretary
License Grant date: September 17, 1996
First and last payments prorated based on the above license grant date
License Number: PBB438C
INSTALLMENT PLAN C AMORTIZATION SCHEDULE
for Federal Communications Commission Broadband Personal Communications
Service, C-Block
Licenses
(Interest-only Payments for the First Six Years)
Orig Balance Orig Rate Term (yrs) 1st PMT Future Value
$15,222,600.00 7.00% 10 Dec-96 $0
<CAPTION>
Pmt# Date Yr Rate P&I Payment Principal Interest Extra
New Balance Cum. Interest Yearly Total Amt
Prin (Prin Only)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 Dec-96 7.00% $306,537.29 $0.00 $306,537.29 $0.00 $15,22
2,600.00 $306,537.29 $306,537.29
2 Mar-97 7.00% $266,395.50 $0.00 $266,395.50 $0.00 $15,22
2,600.00 $572,932.79 $266,395.50
3 Jun-97 7.00% $266,395.50 $0.00 $266,395.50 $0.00 $15,22
2,600.00 $839,328.29 $532,791.00
4 Sep-97 7.00% $266,395.50 $0.00 $266,395.50 $0.00 $15,22
2,600.00 $1,105,723.79 $799,186.50
5 Dec-97 7.00% $266,395.50 $0.00 $266,395.50 $0.00 $15,22
2,600.00 $1,372,119.29 $1,065,582.00
6 Mar-98 7.00% $266,395.50 $0.00 $266,395.50 $0.00 $15,22
2,600.00 $1,638,514.79 $266,395.50
7 Jun-98 7.00% $266,395.50 $0.00 $266,395.50 $0.00 $15,22
2,600.00 $1,904,910.29 $532,791.00
8 Sep-98 7.00% $266,395.50 $0.00 $266,395.50 $0.00 $15,22
2,600.00 $2,171,305.79 $799,186.50
9 Dec-98 7.00% $266,395.50 $0.00 $266,395.50 $0.00 $15,22
2,600.00 $2,437,701.29 $1,065,582.00
10 Mar-99 7.00% $266,395.50 $0.00 $266,395.50 $0.00 $15,22
2,600.00 $2,704,096.79 $266,395.50
11 Jun-99 7.00% $266,395.50 $0.00 $266,395.50 $0.00 $15,22
2,600.00 $2,970,492.29 $532,791.00
12 Sep-99 7.00% $266,395.50 $0.00 $266,395.50 $0.00 $15,22
2,600.00 $3,236,887.79 $799,186.50
13 Dec-99 7.00% $266,395.50 $0.00 $266,395.50 $0.00 $15,22
2,600.00 $3,503,283.29 $1,065,582.00
14 Mar-2000 7.00% $266,395.50 $0.00 $266,395.50 $0.00 $15,22
2,600.00 $3,769,678.79 $266,395.50
15 Jun-2000 7.00% $266,395.50 $0.00 $266,395.50 $0.00 $15,22
2,600.00 $4,036,074.29 $532,791.00
16 Sep-2000 7.00% $266,395.50 $0.00 $266,395.50 $0.00 $15,22
2,600.00 $4,302,469.79 $799,186.50
17 Dec-2000 7.00% $266,395.50 $0.00 $266,395.50 $0.00 $15,22
2,600.00 $4,568,865.29 $1,065,582.00
18 Mar-2001 7.00% $266,395.50 $0.00 $266,395.50 $0.00 $15,22
2,600.00 $4,835,260.79 $266,395.50
19 Jun-2001 7.00% $266,395.50 $0.00 $266,395.50 $0.00 $15,22
2,600.00 $5,101,656.29 $532,791.00
20 Sep-2001 7.00% $266,395.50 $0.00 $266,395.50 $0.00 $15,22
2,600.00 $5,368,051.79 $799,186.50
21 Dec-2001 7.00% $266,395.50 $0.00 $266,395.50 $0.00 $15,22
2,600.00 $5,634,447.29 $1,065,582.00
22 Mar-2002 7.00% $266,395.50 $0.00 $266,395.50 $0.00 $15,22
2,600.00 $5,900,842.79 $266,395.50
23 Jun-2002 7.00% $266,395.50 $0.00 $266,395.50 $0.00 $15,22
2,600.00 $6,167,238.29 $532,791.00
24 Sep-2002 7.00% $266,395.50 $0.00 $266,395.50 $0.00 $15,22
2,600.00 $6,433,633.79 $799,186.50
25 Dec-2002 7.00% $1,099,065.27 $832,669.77 $266,395.50 $0.00
$14,3
89,930.23 $6,700,029.29 $1,065,582.00
26 Mar-2003 7.00% $1,099,065.27 $847,241.49 $251,823.78 $0.00
$13,5
42,688.74 $6,951,853.07 $251,823.78
27 Jun-2003 7.00% $1,099,065.27 $862,068.22 $236,997.05 $0.00
$12,6
80,620.52 $7,188,850.12 $488,820.83
28 Sep-2003 7.00% $1,099,065.27 $877,154.41 $221,910.86 $0.00
$11,8
03,466.11 $7,410,760.98 $710,731.69
29 Dec-2003 7.00% $1,099,065.27 $892,504.61 $206,560.66 $0.00
$10,9
10,961.50 $7,617,321.64 $917,292.35
30 Mar-2004 7.00% $1,099,065.27 $908,123.44 $190,941.83 $0.00
$10,0
02,838.06 $7,808,263.47 $190,941.83
31 Jun-2004 7.00% $1,099,065.27 $924,015.60 $175,049.67 $0.00
$9,07
8,822.46 $7,983,313.14 $365,991.50
32 Sep-2004 7.00% $1,099,065.27 $940,185.88 $158,879.39 $0.00
$8,13
8,636.58 $8,142,192.53 $524,870.89
33 Dec-2004 7.00% $1,099,065.27 $956,639.13 $142,426.14 $0.00
$7,18
1,997.45 $8,284,618.67 $667,297.03
34 Mar-2005 7.00% $1,099,065.27 $973,380.31 $125,684.96 $0.00
$6,20
8,617.14 $8,410,303.63 $125,684.96
35 Jun-2005 7.00% $1,099,065.27 $990,414.47 $108,650.80 $0.00
$5,21
8,202.67 $8,518,954.43 $234,335.76
36 Sep-2005 7.00% $1,099,065.27 $1,007,746.72 $91,318.55 $0.00
$4,21
0,455.95 $8,610,272.98 $325,654.31
37 Dec-2005 7.00% $1,099,065.27 $1,025,382.29 $73,682.98 $0.00
$3,18
5,073.66 $8,683,955.96 $73,682.98
38 Mar-2006 7.00% $1,099,065.27 $1,043,326.48 $55,738.79 $0.00
$2,14
1,747.18 $8,739,694.75 $129,421.77
39 Jun-2006 7.00% $1,099,065.27 $1,061,584.69 $37,480.58 $0.00
$1,08
0,162.49 $8,777,175.33 $166,902.35
40 Sep-2006 7.00% $1,096,527.69 $1,080,162.49 $16,365.20 $0.00
$0.00
$8,793,540.53 $183,267.55
License Grant date: September 17, 1996
First and last payments prorated based on the above license grant date.
</TABLE>
<TABLE>
United States of America
Federal Communications Commission
RADIO STATION AUTHORIZATION
Commercial Mobile Radio Services
Personal Communications Service Broadband
21st CENTURY BIDDING CORP. Call Sign: KNLF888
PHILIP J. CHASMAR Market: B164
4665 MACARTHUR COURT, SUITE 100 C GLENS FALLS, NY
NEWPORT BEACH, CA 92660 Channel Block: F
Filing Number: 00l7l-CW-L-9
The licensee hereof is authorized, for the period indicated, to construct and
operate
radio transmitting facilities in accordance with the terms and conditions
hereinafter
described. This authorization is subject to the provisions of the
Communications Act of
1934, as amended, subsequent Acts of Congress, international treaties and
agreements to
which the United States is a signatory, and all pertinent rules and regulations
of the
Federal Communications Commission, contained in the Title 47 of the U.S. Code
of Federal
Regulations.
Initial Grant Date April 28, 1997
Ten Year Build Out Date April 28, 2007
Expiration Date April 28, 2007
CONDITIONS:
Pursuant to Section 309(h) of the Communications Act of 1934, as amended, (47
U.S.C.
309(h)), this license is subject to the following conditions: This license does
not vest
in the licensee any right to operate a station nor any right in the use of
frequencies
beyond the term thereof nor in any other manner than authorized herein. Neither
this
license nor the right granted thereunder shall be assigned or otherwise
transferred in
violation of the Communications Act of 1934, as amended (47 U.S.C. 151, et
seq.). This
license is subject in terms to the right of use or control conferred by Section
706 of the
Communications Act of 1934, as amended (47 U.S.C. 606).
(Conditions continued on Page 2)
WAIVERS:
No waivers associated with this authorization.
Issue Date: 11/26/97 FCC Form 463B
Page 1 of 2 April 1997
KNLF888 21st CENTURY BIDDING CORP. 00171-CW-L-97
This authorization is subject to the condition that, in the event that systems
using the
same frequencies as granted herein are authorized in an adjacent foreign
territory
(Canada/United States), future coordination of any base station transmitters
within 72 km
(45 miles) of the United States/Canada border shall be required to eliminate
any harmful
interference to operations in the adjacent foreign territory and to ensure
continuance of
equal access to the frequencies by both countries.
This authorization is conditioned upon the full and timely payment of all
monies due
pursuant to Sections 1.2110 and 24.716 of the Commission's Rules and the terms
of the
Commission's installment plan as set forth in the Note and Security Agreement
executed by
the licensee. Failure to comply with this condition will result in the
automatic
cancellation of this authorization.
Issue Date: 11/26/97 -
Page 2 of 2
INSTALLMENT PAYMENT PLAN NOTE
(Broadband Personal Communications Service, F Block: Auction Event No. 11)
US $417,329.60 Washington, D.C.
Execution Date: July 15 , 1997
License No.: CWB164F Effective Date: April 28, 1997
FOR VALUE RECEIVED, the undersigned, 21st CENTURY BIDDING CORP., a Delaware
Corporation
("Maker"), promises to pay to the order of the FEDERAL COMMUNICATIONS
COMMISSION, an
independent regulatory agency of the United States ("Payee" or "Commission"),
the principal
sum of $417,329.60 DOLLARS ("Principal Amount"). together with accrued
interest, computed at
the annual rate of six and one-quarter percent (6.25%) per annum ("Annual
Rate") on the
unpaid Principal Amount hereof, from the date of this Note until the date the
entire
Principal Amount has been paid in full. This Note is executed on the Execution
Date set
forth above but is intended for all purposes to be effective as of April 28,
1997.
Interest and principal shall be payable as set forth below and in accordance
with Schedule
A attached hereto and made a part hereof:
Interest only, at the Annual Rate from the date hereof shall be due and payable
in equal
consecutive quarterly installments of $6,520.78, due on July 28, 1997 and every
year on
July 28, October 28, January 28, and April 28 thereafter through and including
April 28,
1999.
Commencing with the payment due on July 28, 1999, Maker shall pay principal and
interest
in equal quarterly installments of $16,672.06, due on July 28, October 28,
January 28, and
April 28 of every year hence through and including January 28, 2007.
The entire unpaid Principal Amount, together with accrued and unpaid interest
thereon, and
all other remaining obligations of Maker hereunder, if not sooner paid, shall
be due and
payable on April 28, 2007 ("Maturity Date").
All interest shall be computed on the basis of a 360-day year for actual days
elapsed.
All payments to be made hereunder, of principal, interest, costs, expenses, or
other sums
due hereunder, shall be made to the holder of this Note in lawful money of the
United
States of America which at the time of payment shall be legal tender for the
payment of
public and private debts, free and clear and without reduction by reason of any
present or
future income, stamp or other taxes, levies, imposts, deductions, charges,
compulsory
loans or withholdings whatsoever, including interest thereon or penalties with
respect
thereto, if any imposed, assessed, levied or collected by any political
subdivision or
taxing authority thereof or therein, on or in respect of this Note or the
obligations it
evidences. All payments shall be made during normal business hours at the
Commission's
designated lockbox location as set forth from time to time in the Commission's
then-
applicable orders and regulations and/or public notices.
This Note is secured by, and entitled to the benefits of, a Security Agreement
(the
"Security Agreement") of even date between Maker and Payee. All the terms,
covenants,
conditions and agreements contained in the Security Agreement are hereby
incorporated herein
and made part of this Note to the same extent and effect as if fully set forth
herein. It is
expressly understood by Maker that all of the terms of the Security Agreement
apply to this
Note, and that reference in the Security Agreement to "this Agreement" includes
both the
Security Agreement and this Note.
IT IS HEREBY EXPRESSLY AGREED THAT TIME IS OF THE ESSENCE FOR THE PERFORMANCE
OF EACH AND
EVERY OF THE TERMS AND CONDITIONS UNDER THIS NOTE AND THE SECURITY AGREEMENT.
A default under this Note ("Event of Default") shall occur upon any or all of
the
following:
a. Any non-payment by Maker of any Principal and/or Interest on the due date as
specified
hereinabove if the Maker remains delinquent for more than 90 days and
(1) Maker has not submitted a request, in writing, for a grace period or
extension of payments, if any such grace period or extension of payments is
provided for in the then-applicable orders and regulations of the
Commission; or
(2) Maker has submitted a request, in writing, for a grace period or extension
of payments, if any such grace period or extension of payments is provided
for in the then-applicable orders and regulations of the Commission, and
following the expiration of the grant of such grace period or extension or
upon denial of such a request for a grace period or extension, Maker has not
resumed payments of Principal and/or Interest in accordance with the terms
of this Note; or
b. An involuntary case is commenced against the Maker (or any of Maker's
Affiliates)
and the petition shall not have been dismissed, stayed, bonded or discharged
within sixty
(60)
days after commencement of the case; or a court having jurisdiction in the
premises shall
enter a decree or order for relief in respect of the Maker (or any of the
Maker's
Affiliates) in an involuntary case, under any applicable bankruptcy, insolvency
or other
similar law now or hereinafter in effect, or any other similar relief shall be
granted under
any applicable federal, state, local or foreign law; or,
c. A decree or order of a court having jurisdiction in the premises for the
appointment of a receiver, liquidator, sequestrator, trustee, custodian or
other officer
having similar powers over the Maker (or any of the Maker's Affiliates) or over
all or a
substantial part of the property of the Maker (or any of the Maker's
Affiliates) shall be
entered; or an interim receiver, trustee or other custodian of the Maker (or
any of the
Maker's Affiliates) or of all or a substantial part of the property of the
Maker (or any of
the Maker's Affiliates) shall be appointed or a warrant of attachment,
execution, or similar
process against any substantial part of the property of the Maker (or any of
the Maker's
Affiliates) shall be issued and any such event shall not be stayed, dismissed.
bonded or
discharged within sixty (60) days after entry, appointment or issuance; or
d. The Maker (or any of the Maker's Affiliates) shall (1) commence a voluntary
case
under any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect,
(2) consent to the entry of an order for relief in an involuntary case, or to
the conversion
of an involuntary case to a voluntary case, under any such law, (3) consent to
the
appointment of or taking possession by a receiver, trustee or other custodian
for all or a
substantial part of its property, (4) make any assignment for the benefit of
creditors, or
(5) take any corporate action to authorize any of the foregoing; or
e. Any failure by Maker to comply with any other condition (as set forth in the
Security
Agreement) for holding the above referenced License as set forth in the License
or in the
Communications Act of 1934, as amended, or the then-applicable orders and
regulations of the
Commission, and such failure is not cured within five (5) business days after
notice of same
from
the Payee or its designee; or
f. Any violation by Maker of any other covenant or term of this Note or the
Security
Agreement, and such violation is not cured within five (5) business days after
notice of
same from the Payee or its designee.
As used herein, "Affiliate" shall mean any individual or entity that: (i)
directly or
indirectly controls or has the power to control the Maker, or (ii) is directly
or indirectly
controlled by the Maker, or (iii) is directly or indirectly controlled by a
third party or
parties that also controls or has the power to control the Maker. "Affiliate"
shall not
include, however, such persons or entities as Payee shall agree, in writing,
may be excluded
from such definition.
Upon any Event of Default under this Note, Payee may assess a late fee and/or
administrative
charge, plus the costs of collection, litigation, attorneys' fees, and default
payment as
specified in the then-applicable orders and regulations of the Commission, as
amended, and
Maker acknowledges that it is liable and herein expressly promises to pay on
demand such
additional costs, expenses, late charges, administrative charges, attorneys
fees, and
default payment. The Maker hereby acknowledges that a late fee of 5% (five
percent) of the
payment due shall be added to each payment of moneys due under this Note that
is not timely
paid under the terms of this Note.
Upon any Event of Default under this Note, the unpaid Principal Amount, plus
all unpaid
interest accrued thereon, together with any late fee and/or administrative
charge, plus the
costs of collection, litigation, attorneys' fees, and default payment as
specified in the
then-applicable orders and regulations of the Commission, as amended, shall
become
immediately due and payable.
The Maker hereby acknowledges that the Commission has granted Maker the above
referenced
License pursuant to the Communications Act of 1934, as amended, conditioned
upon full and
timely payment of financial obligations under the Commission' s installment
payment plan, as
set forth in the then-applicable orders and regulations of the Commission, as
amended, in
addition to the rights and remedies set forth in this Note and the Security
Agreement and
regardless of the enforceability thereof, and that the sanctions and
enforcement authority
of the Commission, including the cancellation of the License, shall remain
applicable in the
event of a failure to comply with the terms and conditions of the License.
Maker further
acknowledges that the rights of the Payee under this Note and the Security
Agreement shall
be in addition to, and in no respect in derogation of or in substitution for
the rights of
the Commission under the License and under the then-applicable orders and
regulations of the
Commission, and that nothing in this Note or the Security Agreement shall limit
the right of
the Commission to treat the License as a conditional license dependant on full
and complete
compliance by the Maker at all times with all the terms and conditions of the
License,
including full and timely payment of financial obligations under the
Commission's
installment payment plan.
No delay or omission on the part of Payee in exercising any right under this
Note, the
Security Agreement, the License, or any other instrument securing this Note,
shall operate
as a waiver of such right or of any other right of Payee, nor shall any waiver
by Payee of
any such right or rights on any one occasion be deemed a bar to or waiver of
the same right
or rights on any future occasion.
Maker is liable for all costs of collection or enforcement of the Payee's
rights under this
Note, the Security Agreement, the License or under any other instrument now or
hereafter
executed by Maker in favor of Payee which in any manner evidences, governs or
secures this
Note, including reasonable attorneys' fees, whether suit is brought or not, and
all such
costs shall be paid by the Maker on demand, and whether or not such collection
or
enforcement occurs in any bankruptcy, reorganization, receivership or other
proceedings
involving creditors' rights or involving a claim under this Note or any of the
other
documents evidencing, governing or securing the obligation of Maker to fully
and timely pay
all obligations of Maker under the Commission's installment payment plan.
Maker, all endorsers and guarantors hereof and any other party who may become
liable for all
or any part of the obligation evidenced hereby, waive presentment for payment,
notice or
dishonor, protest and notice of protest, notice of nonpayment and any and all
lack of
diligence or delays in collection or enforcement of or with respect to this
Note, the
Security Agreement, or the License.
Maker may prepay all or any part of the Principal Amount without premium or
penalty upon ten
(10) days' prior written notice to Payee, given in the manner provided in the
Security
Agreement.
Partial prepayments shall not postpone or reduce regular payments to be made
hereunder. All
such prepayments shall be applicable first to the payment of late charges, if
any, costs and
expenses. and administrative penalties due hereunder, then to accrued and
unpaid interest,
then to that portion of the unpaid Principal Amount due on the Maturity Date
and then, if
applicable, to any unpaid installments of principal in the inverse order of
installment
maturities. The Payee may require that any partial prepayments be made on the
dates
installments of principal and/or interest are due hereunder.
Anything to the contrary notwithstanding, Payee shall not charge, take or
receive, and Maker
shall not be obligated to pay to Payee, any amounts constituting interest on
the Principal
Amount in excess of the maximum rate permitted by applicable law. If by reason
of the
acceleration of the unpaid Principal Amount or otherwise, interest in excess of
the highest
legal contract rate permitted by applicable law shall at any time be paid, any
such excess
shall constitute and be treated as a payment of outstanding principal hereunder
and shall
operate to reduce such outstanding Principal Amount.
ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS NOTE, THE
SECURITY AGREEMENT, OR OTHER DOCUMENTS EVIDENCING, GOVERNING
OR SECURING THE OBLIGATIONS EVIDENCED HEREBY (OTHER THAN
ACTION BY THE COMMISSION PURSUANT TO THE LICENSE, ITS RULES, OR
REGULATIONS, WHICH SHALL BE BROUGHT BEFORE THE COMMISSION)
SHALL ONLY BE BROUGHT IN THE UNITED STATES DISTRICT COURT FOR
THE DISTRICT OF COLUMBIA, AND, BY EXECUTION AND DELIVERY OF THIS
NOTE AND SECURITY AGREEMENT, THE MAKER HEREBY ACCEPTS FOR
ITSELF AND IN RESPECT OF ITS PROPERTY GENERALLY AND
UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURT. THE
PARTIES HERETO HEREBY IRREVOCABLY WAIVE ANY OBJECTION,
INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF
VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH
ANY OF THEM MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY
SUCH ACTION OR PROCEEDING IN THE DISTRICT OF COLUMBIA.
THE MAKER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS
OF THE AFOREMENTIONED COURT IN ANY SUCH ACTION OR PROCEEDING
BY THE MAILING OF A COPY THEREOF BY CERTIFIED MAIL, RETURN
RECEIPT REQUESTED, POSTAGE PREPAID, TO THE MAKER AT ITS ADDRESS
PROVIDED IN THE SECURITY AGREEMENT. SUCH SERVICE SHALL BE
DEEMED TO HAVE OCCURRED ON THE THIRD DAY AFTER SUCH MAILING.
NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHT OF PAYEE TO
SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR
COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE
MAKER IN ANY OTHER JURISDICTION.
EACH OF THE PARTIES HERETO HEREBY KNOWINGLY, WILLINGLY,
VOLUNTARILY, UNCONDITIONALLY, IRREVOCABLY AND INTENTIONALLY
FOREVER WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN RESPECT
OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN
CONNECTION WITH THIS NOTE, THE SECURITY AGREEMENT, OR OTHER
DOCUMENTS EVIDENCING OR SECURING THE DEBT TRANSACTION
EVIDENCED HEREBY, ANY COURSE OF CONDUCT, COURSE OF DEALING,
STATEMENTS (VERBAL OR WRITTEN) OR ACTION OF ANY PERSON OR ANY
EXERCISE BY ANY PARTY OF ITS RESPECTIVE RIGHTS UNDER THIS
TRANSACTION, DOCUMENT OR ANY RELATED DOCUMENT OR IN ANY WAY
RELATING TO THE COLLATERAL (INCLUDING, WITHOUT LIMITATION, ANY
ACTION TO RESCIND OR CANCEL THIS TRANSACTION OR ANY CLAIMS OR
DEFENSES ASSERTING THAT THIS TRANSACTION, IN WHOLE OR IN PART,
WAS FRAUDULENTLY INDUCED OR IS OTHERWISE VOID OR VOIDABLE).
MAKER REPRESENTS THAT NO ORAL OR WRITTEN STATEMENTS HAVE BEEN
MADE BY ANY PARTY TO EXCLUDE THIS SUBMISSION TO JURISDICTION AND
WAIVER OF TRIAL BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS STATED
EFFECT. MAKER FURTHER REPRESENTS THAT IT HAS BEEN
REPRESENTED BY INDEPENDENT COUNSEL, SELECTED BY ITS OWN FREE
WILL, IN SIGNING THIS NOTE AND IN THE MAKING OF THIS WAIVER AND
THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH SUCH COUNSEL.
THIS PROVISION IS A MATERIAL INDUCEMENT FOR PAYEE TO ENTER INTO THIS
TRANSACTION AND THE VARIOUS DOCUMENTS RELATED THERETO.
Maker acknowledges that this Note and Security Agreement (and any attachments
affixed
thereto by the Payee with the permission and knowledge of the Maker), along
with the terms
of the License and the then-current applicable Commission orders and
regulations and the
Communications Act of 1934, as amended, set forth the entire agreement, written
and oral, of
the parties concerning the granting of the License and the conditions under
which Maker is
entitled to hold the License, and all inconsistent prior statements,
understandings,
notices, representations and agreements between the parties, oral or written,
are superseded
by and merged in the License, the then-current applicable Commission orders and
regulations,
this Note, the Security Agreement or other documents evidencing, governing or
securing the
obligations evidenced hereby. Notwithstanding the foregoing, Maker's rights
shall be subject
to all Commission rules and regulations with respect to representations made by
the Maker in
connection with its application for the License or otherwise.
If any provision or part of this Note and/or the Security Agreement shall for
any reason be
held or deemed to be invalid, illegal, or unenforceable in any respect. such
invalidity,
illegality or unenforceability shall not affect any other provision of this
Note and this
Note shall be construed as if such invalid, illegal or unenforceable provision
had never
been contained herein and the remaining provisions of this Note shall remain in
full force
and effect. The enforceability of the Note and/or the Security Agreement do not
limit the
obligations of the Maker or the rights of the Commission under the
Communications Act of
1934, as amended, under the License, or under the then-applicable orders and
regulations of
the Commission, as amended.
Any notice demand or request hereunder shall be given in the manner set forth
in the
Security Agreement.
This Note shall be governed by and construed in accordance with the
Communications Act of
1934. as amended, the then-applicable orders and regulations of the Commission,
and federal
law. Nothing in this Note shall be deemed to modify any then-applicable orders
and
regulations of the Commission or the conditions of the License, and nothing in
this Note
shall be deemed to release the Maker from compliance therewith. This Note may
not be
changed, modified, waived, terminated or discharged orally, but only by an
agreement in
writing executed by the party against whom enforcement of any such change,
modification,
waiver, termination, or discharge is sought.
Maker represents and warrants that any statements made by it in the Security
Agreement or
this Note: (i) are true and accurate in all material respects; and (ii) do not
omit any
material facts or information the absence of which would make such statement
misleading in
the context of Payee's evaluation of this Note, and acknowledges and agrees
that Payee is
entitled to and has relied on such statements in agreeing to the Note.
Payee shall have the right at any time to assign, endorse, pledge, convey or
otherwise
transfer this Note and all of the other documents evidencing, governing or
securing this
Note or the obligations of Maker with respect to the License to any party. From
and after
the date of such assignment, endorsement, pledge, conveyance or other transfer,
such
transferee shall be entitled to exercise any and all rights and remedies of
Payee hereunder.
Maker shall not assign, convey or otherwise transfer its rights and obligations
hereunder
without the prior written consent of the Commission.
Date: July 15, 1997 21st CENTURY BIDDING CORP. [NAME OF MAKER]
By: Philip J. Chasmar
Its: President
N7
Schedule A
License Number: CWB164F
INSTALLMENT PLAN C AMORTIZATION SCHEDULE
for Federal Communications Commission F-Block Licenses
(Interest-only Payments for the First Two Years)
Grant Date Org Bal Org Rate Terms (yrs) 1st PMT Future Val
28-Apr-97 $417,329.60 6.25% 10 28-Jul-97 0
<CAPTION>
Pmt# Date Yr Rate P & I Payment Principal Interest New Balance Cum.
Int Yearly Total Amt
(Prin Only)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 28-Jul-97 6.25% $6,520.78 $000 $6,520.78 $417,329.60 $6,520.78 $6,520
.78
2 28-Oct-97 6.25% $6,520.78 $0.00 $6,520.78 $417,329.60 $13,041.55
$13,041.55
3 28-Jan-98 6.25% $6,520.78 $0.00 $6,520.78 $417,329.60 $19,562.33
$6,520.78
4 28-Apr-98 6.25% $6,520.78 $0.00 $6,520.78 $417,329.60 $26,083.10
$13,041 55
5 28-Jul-98 6.25% $6,520.78 $0.00 $6,520.78 $417,329.60 $32,603.88
$19,562 33
6 28-Oct-98 6.25% $6,520.78 $0.00 $6,520.78 $417,329.60 $39,124.65
$26,083 10
7 28-Jan-99 6.25% $6,520.78 $0.00 $6,520.78 $417,329.60 $45,645.43
$6,520 78
8 28-Apr-99 6.25% $6,520.78 $0.00 $6,520.78 $417,329.60 $52,166.20
$13,041 55
9 28-Jul-99 6.25% $16,672.06 $10,151.28 $6,520.78 $407,178.32
$58,
686.98 $19,562 33
10 28-Oct-99 6.25% $16,672.06 $10,309.90 $6,362.16 $396,868.42
$65,
049.14 $25,924 49
11 28-Jan-00 6.25% $16,672.06 $10,470.99 $6,201.07 $386,397.43
$71,
250.21 $6,201 07
12 28-Apr-00 6.25% $16,672.06 $10,634.60 $6,037.46 $375,762.83
$77,
287.66 $12,238 53
13 28-Jul-00 6.25% $16,672.06 $10,800.77 $5,871.29 $364,962.06
$83,
158.96 $18,109 82
14 28-Oct-00 6.25% $16,672.06 $10,969.53 $5,702.53 $353,992.53
$88,
861.49 $23,812 36
15 28-Jan-01 6.25% $16,672.06 $11,140.93 $5,531.13 $342,851.61
$94,
392.62 $5,531 13
16 28-Apr-01 6.25% $16,672.06 $11,315.00 $5,357.06 $331,536.60
$99,
749.68 $10,888 19
17 28-Jul-01 6.25% $16,672.06 $11,491.80 $5,180.26 $320,044.80
$104
,929.94 $16,068 45
18 28-Oct-01 6.25% $16,672.06 $11,671.36 $5,000.70 $308,373.44
$109
,930.64 $21,069 15
19 28-Jan-02 6.25% $16,672.06 $11,853.72 $4,818.34 $296,519.72
$114
,748.98 $4,818 34
20 28-Apr-02 6.25% $16,672.06 $12,038.94 $4,633.12 $284,480.78
$119
,382.10 $9,451 46
21 28-Jul-02 6.25% $16,672.06 $12,227.05 $4,445.01 $272,253.73
$123
,827.11 $13,896 47
22 28-Oct-02 6.25% $16,672.06 $12,418.10 $4,253.96 $259,835.63
$128
,081.07 $1815043
23 28-Jan-03 6.25% $16,672.06 $12,612.13 $4,059.93 $247,223.51
$132
,141.00 $4,059.93
24 28-Apr-03 6.25% $16,672.06 $12,809.19 $3,862.87 $234,414.31
$136
,003.87 $7,922.80
25 28-Jul-03 6.25% $16,672.06 $13,009.34 $3,662.72 $221,404.98
$139
,666.60 $11,585.52
26 28-Oct-03 6.25% $16,672.06 $13,212.61 $3,459.45 $208,192.37
$143
,126.05 $15,044.98
27 28-Jan-04 6.25% $16,672.06 $13,419.05 $3,253.01 $194,773.32
$146
,379.05 $3,253.01
28 28-Apr-04 6.25% $16,672.06 $13,628.73 $3,043.33 $181,144.59
$149
,422.39 $6,296.34
29 28-Jul-04 6.25% $16,672.06 $13,841.68 $2,830.38 $167,302.91
$152
,252.77 $9,126.72
30 28-Oct-04 6.25% $16,672.06 $14,057.95 $2,614.11 $153,244.96
$154
,866.88 $11,740.83
31 28-Jan-05 6.25% $16,672.06 $14,277.61 $2,394.45 $138,967.35
$157
,261.33 $2,394.45
32 28-Apr-05 6.25% $16,672.06 $14,500.70 $2,171.36 $124,466.66
$159
,432.70 $4,565.82
33 28-Jul-05 6.25% $16,672.06 $14,727.27 $1,944.79 $109,739.39
$161
,377.49 $6,510.61
34 28-Oct-05 6.25% $16,672.06 $14,957.38 $1,714.68 $94,782.01
$163,
092.17 $8,225.29
35 28-Jan-06 6.25% $16,672.06 $15,191.09 $1,480.97 $79,590.92
$164,
573.13 $1,480.97
36 28-Apr-06 6.25% $16,672.06 $15,428.45 $1,243.61 $64,162.47
$165,
816.74 $2,724.58
37 28-Jul-06 6.25% $16,672.06 $15,669.52 $1,002.54 $48,492.94
$166,
819.28 $3,727.12
38 28-Oct-06 6.25% $16,672.06 $15,914.36 $757.70 $32,578.59
$167,
576.98 $4,484.82
39 28-Jan-07 6.25% $16,672.06 $16,163.02 $509.04 $16,415.57
$168,
086.02 $509.04
40 28-Apr-07 6.25% $16,672.06 $16,415.57 $256.49 $0.00 $168,3
42.52 $765.53
</TABLE>
<TABLE>
United States of America
Federal Communications Commission
RADIO STATION AUTHORIZATION
Commercial Mobile Radio Services
Personal Communications Service Broadband
Call Sign: KNLG257
21st CENTURY BIDDING CORP.
Market: B352
PHILIP J. CHASMAR
4665 MACARTHUR COURT, SUITE 100 C PLATTSBURGH, NY
NEWPORT BEACH, CA 92660 Channel Block: F
Filing Number: 00172-CW-L-9
The licensee hereof is authorized, for the period indicated, to construct and
operate
radio transmitting facilities in accordance with the terms and conditions
hereinafter
described. This authorization 5 subject to the provisions of the Communications
Act of
1934, as amended, subsequent Acts of Congress. international treaties and
agreements to
which the United States is a signatory and all pertinent rules and regulations
of the
Federal Communications Commission, contained in the Title 47 of the U.S. Code
of Federal
Regulations.
Initial Grant Date April 28, 1997
Ten Year Build Out Date April 28, 2007
Expiration Date April 28, 2007
CONDITIONS:
Pursuant to Section 309(h) of the Communications Act of 1934, as amended, (47
U.S.C.
309(h)), this license is subject to the following conditions: This license does
not vest
in the licensee any right to operate a station nor any right in the use of
frequencies
beyond the term thereof nor in any other manner than authorized herein. Neither
this
license nor the right granted thereunder shall be assigned or otherwise
transferred in
violation of the Communications Act of 1934, as amended (47 U.S.C. 151, et
seq.). This
license is subject in terms to the right of use or control conferred by Section
706 of the
Communications Act of 1934, as amended (47 U.S.C. 606).
(Conditions continued on Page 2)
WAIVERS:
No waivers associated with this authorization.
FCC Form 463B
April 1997
Issue Date: 11/26/97
Page 1 of 2
KNLG257 21st CENTURY BIDDING CORP. 00172-CW-L-97
This authorization is subject to the condition that, in the event that systems
using the
same frequencies as granted herein are authorized in an adjacent foreign
territory
(Canada/United States), future coordination of any base station transmitters
within 72 km
(45 miles) of the United States/Canada border shall be required to eliminate
any harmful
interference to operations in the adjacent foreign territory and to ensure
continuance of
equal access to the frequencies by both countries.
This authorization is conditioned upon the full and timely payment of all
monies due
pursuant to Sections 1.2110 and 24.716 of the Commission's Rules and the terms
of the
Commission's installment plan as set forth in the Note and Security Agreement
executed by
the licensee. Failure to comply with this condition will result in the
automatic
cancellation of this authorization.
Issue Date: 11/26/97
Page 2 of 2
INSTALLMENT PAYMENT PLAN NOTE
(Broadband Personal Communications Service, F Block: Auction Event No. 11)
US S91,204.O0 Washington. D.C.
Execution Date: July 15 . 1997
License No.: CWB352F Effective Date: April 28, 1997
FOR VALUE RECEIVED. the undersigned, 21st CENTURY BIDDING CORP., a Delaware
Corporation
("Maker"), promises to pay to the order of the FEDERAL COMMUNICATIONS
COMMISSION, an
independent regulatory agency of the United States ("Payee" or "Commission"),
the principal
sum of $91,204.00 DOLLARS ("Principal Amount"), together with accrued interest,
computed at
the annual rate of six and one-quarter percent (6.25%) per annum ("Annual
Rate") on the
unpaid Principal Amount hereof, from the date of this Note until the date the
entire
Principal Amount has been paid in full. This Note is executed on the Execution
Date set
forth above but is intended for all purposes to be effective as of April 28.
1997.
Interest and principal shall be payable as set forth below and in accordance
with Schedule
A attached hereto and made a part hereof:
Interest only, at the Annual Rate from the date hereof shall be due and payable
in equal
consecutive quarterly installments of S1.425.06, due on July 28, 1997 and every
year on
July 28, October 28. January 28, and April 28 thereafter through and including
April 28,
1999.
Commencing with the payment due on July 28. 1999, Maker shall pay principal and
interest
in equal quarterly installments of $3,643.54, due on July 28. October 28.
January 28. and
April 28 of every year hence through and including January 28, 2007.
The entire unpaid Principal Amount, together with accrued and unpaid interest
thereon, and
all other remaining obligations of Maker hereunder, if not sooner paid, shall
be due and
payable on April 28, 2007 ("Maturity Date").
All interest shall be computed on the basis of a 360-day year for actual days
elapsed.
All payments to be made hereunder, of principal, interest, costs, expenses. or
other sums
due hereunder, shall be made to the holder of this Note in lawful money of the
United
States of America which at the time of payment shall be legal tender for the
payment of
public and private debts, free and clear and without reduction by reason of any
present or
future income, stamp or other taxes, levies, imposts, deductions, charges,
compulsory
loans or withholdings whatsoever, including interest thereon or penalties with
respect
thereto, if any imposed, assessed, levied or collected by any political
subdivision or
taxing authority thereof or therein, on or in respect of this Note or the
obligations it
evidences. All payments shall be made during normal business hours at the
Commission's
designated lockbox location as set forth from time to time in the Commission's
then-
applicable orders and regulations and/or public notices.
This Note is secured by, and entitled to the benefits of, a Security Agreement
(the
"Security Agreement") of even date between Maker and Payee. All the terms,
covenants,
conditions and agreements contained in the Security Agreement are hereby
incorporated herein
and made part of this Note to the same extent and effect as if fully set forth
herein. It is
expressly understood by Maker that all of the terms of the Security Agreement
apply to this
Note, and that reference in the Security Agreement to "this Agreement" includes
both the
Security Agreement and this Note.
IT IS HEREBY EXPRESSLY AGREED THAT TIME IS OF THE ESSENCE FOR THE PERFORMANCE
OF EACH AND
EVERY OF THE TERMS AND CONDITIONS UNDER THIS NOTE AND THE SECURITY AGREEMENT.
A default under this Note ("Event of Default") shall occur upon any or all of
the
following:
a. Any non-payment by Maker of any Principal and/or Interest on the due date as
specified
hereinabove if the Maker remains delinquent for more than 90 days and
(1) Maker has not submitted a request, in writing, for a grace period or
extension of payments, if any such grace period or extension of payments is
provided for in the then-applicable orders and regulations of the Commission
or
(2) Maker has submitted a request, in writing, for a grace period or extension
of payments, if any such grace period or extension of payments is provided
for in the then-applicable orders and regulations of the Commission, and
following the expiration of the grant of such grace period or extension or
upon denial of such a request for a grace period or extension, Maker has not
resumed payments of Principal and/or Interest in accordance with the terms
of this Note; or
b. An involuntary case is commenced against the Maker (or any of Maker's
Affiliates)
and the petition shall not have been dismissed, stayed, bonded or discharged
within sixty
(60) days after commencement of the case: or a court having jurisdiction in the
premises
shall enter a decree or order for relief in respect of the Maker (or any of the
Maker's
Affiliates) in an involuntary case, under any applicable bankruptcy, insolvency
or other
similar law now or hereinafter in effect, or any other similar relief shall be
granted under
any applicable federal, state, local or foreign law; or,
c. A decree or order of a court having jurisdiction in the premises for the
appointment
of a receiver, liquidator, sequestrator, trustee, custodian or other officer
having similar
powers over the Maker (or any of the Maker's Affiliates) or over all or a
substantial part
of the property of the Maker (or any of the Maker's Affiliates) shall be
entered; or an
interim receiver, trustee or other custodian of the Maker (or any of the
Maker's Affiliates)
or of all or a substantial part of the property of the Maker (or any of the
Maker's
Affiliates) shall be appointed or a warrant of attachment, execution, or
similar process
against any substantial part of the property of the Maker (or any of the
Maker's Affiliates)
shall be issued and any such event shall not be stayed, dismissed, bonded or
discharged
within sixty (60) days after entry, appointment or issuance; or
d. The Maker (or any of the Maker's Affiliates) shall (1) commence a voluntary
case
under any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect,
(2) consent to the entry of an order for relief in an involuntary case, or to
the conversion
of an involuntary case to a voluntary case, under any such law, (3) consent to
the
appointment of or taking possession by a receiver, trustee or other custodian
for all or a
substantial part of its property, (4) make any assignment for the benefit of
creditors, or
(5) take any corporate action to authorize any of the foregoing; or
e. Any failure by Maker to comply with any other condition (as set forth in the
Security
Agreement) for holding the above referenced License as set forth in the License
or in the
Communications Act of 1934, as amended, or the then-applicable orders and
reguiations of the
Commission, and such failure is not cured within five (5) business days after
notice of same
from
the Payee or its designee; or
f. Any violation by Maker of any other covenant or term of this Note or the
Security
Agreement. and such violation is not cured within five (5) business days after
notice of
same from the Payee or its designee.
As used herein, "Affiliate" shall mean any individual or entity that: (i)
directly or
indirectly controls or has the power to control the Maker, or (ii) is directly
or indirectly
controlled by the Maker, or (iii) is directly or indirectly controlled by a
third party or
parties that also controls or has the power to control the Maker. "Affiliate"
shall not
include, however, such persons or entities as Payee shall agree, in writing,
may be excluded
from such definition.
Upon any Event of Default under this Note, Payee may assess a late fee and/or
administrative charge, plus the costs of collection, litigation, attorneys'
fees, and
default payment as specified in the then-applicable orders and regulations of
the
Commission, as amended, and Maker acknowledges that it is liable and herein
expressly
promises to pay on demand such additional costs, expenses, late charges,
administrative
charges, attorneys fees, and default payment. The Maker hereby acknowledges
that a late fee
of 5% (five percent) of the payment due shall be added to each payment of
moneys due under
this Note that is not timely paid under the terms of this Note.
Upon any Event of Default under this Note, the unpaid Principal Amount, plus
all unpaid
interest accrued thereon, together with any late fee and/or administrative
charge, plus the
costs of collection, litigation, attorneys' fees, and default payment as
specified in the
then-applicable orders and regulations of the Commission, as amended, shall
become
immediately due and payable.
The Maker hereby acknowledges that the Commission has granted Maker the above
referenced
License pursuant to the Communications Act of 1934, as amended, conditioned
upon full and
timely payment of financial obligations under the Commission's installment
payment plan, as
set forth in the then-applicable orders and regulations of the Commission, as
amended, in
addition to the rights and remedies set forth in this Note and the Security
Agreement and
regardless of the enforceability thereof, and that the sanctions and
enforcement authority
of the Commission, including the cancellation of the License, shall remain
applicable in the
event of a failure to comply with the terms and conditions of the License.
Maker further
acknowledges that the rights of the Payee under this Note and the Security
Agreement shall
be in addition to, and in no respect in derogation of or in substitution for
the rights of
the Commission under the License and under the then-applicable orders and
regulations of the
Commission, and that nothing in this Note or the Security Agreement shall limit
the right of
the Commission to treat the License as a conditional license dependant on full
and complete
compliance by the Maker at all times with all the terms and conditions of the
License,
including full and timely payment of financial obligations under the
Commission's
installment payment plan.
No delay or omission on the part of Payee in exercising any right under this
Note, the
Security Agreement, the License, or any other instrument securing this Note,
shall operate
as a waiver of such right or of any other right of Payee, nor shall any waiver
by Payee of
any such right or rights on any one occasion be deemed a bar to or waiver of
the same right
or rights on any future occasion.
Maker is liable for all costs of collection or enforcement of the Payee's
rights under this
Note, the Security Agreement, the License or under any other instrument now or
hereafter
executed by Maker in favor of Payee which in any manner evidences, governs or
secures this
Note, including reasonable attorneys' fees, whether suit is brought or not, and
all such
costs shall be paid by the Maker on demand, and whether or not such collection
or
enforcement occurs in any bankruptcy, reorganization. receivership or other
proceedings
involving creditors' rights or involving a claim under this Note or any of the
other
documents evidencing, governing or securing the obligation of Maker to fully
and timely pay
all obligations of Maker under the Commission's installment payment plan.
Maker. all endorsers and guarantors hereof and any other party who may become
liable for all
or any part of the obligation evidenced hereby, waive presentment for payment,
notice or
dishonor, protest and notice of protest, notice of nonpayment and any and all
lack of
diligence or delays in collection or enforcement of or with respect to this
Note, the
Security Agreement, or the License.
Maker may prepay all or any part of the Principal Amount without premium or
penalty upon ten
(10) days' prior written notice to Payee, given in the manner provided in the
Security
Agreement.
Partial prepayments shall not postpone or reduce regular payments to be made
hereunder. All
such prepayments shall be applicable first to the payment of late charges, if
any, costs and
expenses, and administrative penalties due hereunder, then to accrued and
unpaid interest,
then to that portion of the unpaid Principal Amount due on the Maturity Date
and then, if
applicable, to any unpaid installments of principal in the inverse order of
installment
maturities. The Payee may require that any partial prepayments be made on the
dates
installments of principal and/or interest are due hereunder.
Anything to the contrary notwithstanding, Payee shall not charge, take or
receive, and Maker
shall not be obligated to pay to Payee, any amounts constituting interest on
the Principal
Amount in excess of the maximum rate permitted by applicable law. If by reason
of the
acceleration of the unpaid Principal Amount or otherwise, interest in excess of
the highest
legal contract rate permitted by applicable law shall at any time be paid, any
such excess
shall constitute and be treated as a payment of outstanding principal hereunder
and shall
operate to reduce such outstanding Principal Amount.
ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS NOTE, THE
SECURITY AGREEMENT, OR OTHER DOCUMENTS EVIDENCING, GOVERNING
OR SECURING THE OBLIGATIONS EVIDENCED HEREBY (OTHER THAN
ACTION BY THE COMMISSION PURSUANT TO THE LICENSE, ITS RULES, OR
REGULATIONS, WHICH SHALL BE BROUGHT BEFORE THE COMMISSION)
SHALL ONLY BE BROUGHT IN THE UNITED STATES DISTRICT COURT FOR
THE DISTRICT OF COLUMBIA, AND, BY EXECUTION AND DELIVERY OF THIS
NOTE AND SECURITY AGREEMENT, THE MAKER HEREBY ACCEPTS FOR
ITSELF AND IN RESPECT OF ITS PROPERTY GENERALLY AND
UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURT. THE
PARTIES HERETO HEREBY IRREVOCABLY WAIVE ANY OBJECTION,
INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF
VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH
ANY OF THEM MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY
SUCH ACTION OR PROCEEDING IN THE DISTRICT OF COLUMBIA.
THE MAKER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS
OF THE AFOREMENTIONED COURT IN ANY SUCH ACTION OR PROCEEDING
BY THE MAILING OF A COPY THEREOF BY CERTIFIED MAIL, RETURN
RECEIPT REQUESTED, POSTAGE PREPAID, TO THE MAKER AT ITS ADDRESS
PROVIDED IN THE SECURITY AGREEMENT. SUCH SERVICE SHALL BE
DEEMED TO HAVE OCCURRED ON THE THIRD DAY AFTER SUCH MAILING.
NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHT OF PAYEE TO
SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR
COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE
MAKER IN ANY OTHER JURISDICTION.
EACH OF THE PARTIES HERETO HEREBY KNOWINGLY, WILLINGLY,
VOLUNTARILY, UNCONDITIONALLY, IRREVOCABLY AND INTENTIONALLY
FOREVER WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN RESPECT
OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN
CONNECTION WITH THIS NOTE, THE SECURITY AGREEMENT, OR OTHER
DOCUMENTS EVIDENCING OR SECURING THE DEBT TRANSACTION
EVIDENCED HEREBY, ANY COURSE OF CONDUCT, COURSE OF DEALING,
STATEMENTS (VERBAL OR WRITTEN) OR ACTION OF ANY PERSON OR ANY
EXERCISE BY ANY PARTY OF ITS RESPECTIVE RIGHTS UNDER THIS
TRANSACTION, DOCUMENT OR ANY RELATED DOCUMENT OR IN ANY WAY
RELATING TO THE COLLATERAL (INCLUDING, WITHOUT LIMITATION, ANY
ACTION TO RESCIND OR CANCEL THIS TRANSACTION OR ANY CLAIMS OR
DEFENSES ASSERTING THAT THIS TRANSACTION, IN WHOLE OR IN PART,
WAS FRAUDULENTLY INDUCED OR IS OTHERWISE VOID OR VOIDABLE).
MAKER REPRESENTS THAT NO ORAL OR WRITTEN STATEMENTS HAVE BEEN
MADE BY ANY PARTY TO EXCLUDE THIS SUBMISSION TO JURISDICTION AND
WAIVER OF TRIAL BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS
STATED EFFECT. MAKER FURTHER REPRESENTS THAT IT HAS BEEN
REPRESENTED BY INDEPENDENT COUNSEL, SELECTED BY ITS OWN FREE
WILL, IN SIGNING THIS NOTE AND IN THE MAKING OF THIS WAIVER AND
THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH SUCH
COUNSEL. THIS PROVISION IS A MATERIAL INDUCEMENT FOR PAYEE TO
ENTER INTO THIS TRANSACTION AND THE VARIOUS DOCUMENTS RELATED
THERETO.
Maker acknowledges that this Note and Security Agreement (and any attachments
affixed
thereto by the Payee with the permission and knowledge of the Maker), along
with the terms
of the License and the then-current applicable Commission orders and
regulations and the
Communications Act of 1934, as amended, set forth the entire agreement, written
and oral, of
the parties concerning the granting of the License and the conditions under
which Maker is
entitled to hold the License, and all inconsistent prior statements,
understandings,
notices, representations and agreements between the parties, oral or written,
are superseded
by and merged in the License, the then-current applicable Commission orders and
regulations,
this Note, the Security Agreement or other documents evidencing, governing or
securing the
obligations evidenced hereby. Notwithstanding the foregoing, Maker's rights
shall be subject
to all Commission rules and regulations with respect to representations made by
the Maker in
connection with its application for the License or otherwise.
If any provision or part of this Note and/or the Security Agreement shall for
any reason be
held or deemed to be invalid, illegal, or unenforceable in any respect, such
invalidity,
illegality or unenforceability shall not affect any other provision of this
Note and this
Note shall be construed as if such invalid, illegal or unenforceable provision
had never
been contained herein and the remaining provisions of this Note shall remain in
full force
and effect. The enforceability of the Note and/or the Security Agreement do not
limit the
obligations of the Maker or the rights of the Commission under the
Communications Act of
1934, as amended. under the License, or under the then-applicable orders and
regulations of
the Commission, as amended.
Any notice demand or request hereunder shall be given in the manner set forth
in the
Security Agreement.
This Note shall be governed by and construed in accordance with the
Communications Act of
1934. as amended, the then-applicable orders and regulations of the Commission,
and federal
law. Nothing in this Note shall be deemed to modify any then-applicable orders
and
regulations of the Commission or the conditions of the License, and nothing in
this Note
shall be deemed to release the Maker from compliance therewith. This Note may
not be
changed, modified, waived, terminated or discharged orally, but only by an
agreement in
writing executed by the party against whom enforcement of any such change,
modification,
waiver, termination, or discharge is sought.
Maker represents and warrants that any statements made by it in the Security
Agreement or
this Note: (i) are true and accurate in all material respects; and (ii) do not
omit any
material facts or information the absence of which would make such statement
misleading in
the context of Payee's evaluation of this Note, and acknowledges and agrees
that Payee is
entitled to and has relied on such statements in agreeing to the Note.
Payee shall have the right at any time to assign, endorse, pledge, convey or
otherwise
transfer this Note and all of the other documents evidencing, governing or
securing this
Note or the obligations of Maker with respect to the License to any party. From
and after
the date of such assignment, endorsement, pledge, conveyance or other transfer,
such
transferee shall be entitled to exercise any and all rights and remedies of
Payee hereunder.
Maker shall not assign, convey or otherwise transfer its rights and obligations
hereunder
without the prior written consent of the Commission.
Date: July 15, 1997 21st CENTURY BIDDING CORP. [NAME OF MAKER]
By: Philip J. Chasmar
Its: President
Schedule A
License Number: CWB3S2F
INSTALLMENT PLAN C AMORTIZATION SCHEDULE
for Federal Communications Commission F-Block Licenses
(Interest-only Payments for the First Two Years)
Grant Date Orig Bal Orig Rate Terms (yrs) 1st PMT Future Val
28-Apr-97 $91,204 00 6.25% 10 28-Jul-97 0
<CAPTION>
Pmt# Date Yr P&I Pmt Principal Interest New Bal Cum. Int. Yearly
Total Amt
Rate (Prin Only)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 28-Jul-97 6.25% $1,425.06 $0.00 $1,425.06 $91,204.00 $1,425.06
$
1,425.06
2 28-Oct-97 6.25% $1,425.06 $0.00 $1,425.06 $91,204.00 $2,850.13
$
2,850.13
3 28-Jan-98 6.25% $1,425.06 $0.00 $1,425.06 $91,204.00 $4,275.19
$
1,425.06
4 28-Apr-98 6.25% $1,425.06 $0.00 $1,425.06 $91,204.00 $5,700.25
$
2,850.13
5 28-Jul-98 6.25% $1,425.06 $0.00 $1,425.06 $91,204.00 $7,125.31
$
4,275.19
6 28-Oct-98 6.25% $1,425.06 $0 00 $1,425.06 $91,204.00 $8,550.38
$
5,700.25
7 28-Jan-99 6.25% $1,425.06 $000 $1,425.06 $91,204.00 $9,975.44 $1,425
.06
8 28-Apr-99 6.25% $1,425.06 $000 $1,425.06 $91,204.00 $11,400.50
$2,85
0.13
9 28-Jul-99 6.25% $3,643.54 $2,218.48 $1,425.06 $88,985.52 $12,825.56
$4,275.19
10 28-Oct-99 6.25% $3,643.54 $2,253 14 $1,390.40 $86,732.37 $14,215.96
$5,665.59
11 28-Jan-00 6.25% $3,643.54 $2,288.35 $1,355.19 $84,444.02 $15,571.15
$1,355.19
12 28-Apr-00 6.25% $3,643.54 $2,324.11 $1,319.44 $82,119.92 $16,890.59
$2,674.63
13 28-Jul-00 6.25% $3,643.54 $2,360.42 $1,283.12 $79,759.50 $18,173.72
$3,957.75
14 28-Oct-00 6.25% $3,643.54 $2,397.30 $1,246.24 $77,362.20 $19,419.96
$5,204.00
15 28-Jan-01 6.25% $3,643.54 $2,434.76 $1,208.78 $74,927.44 $20,628.74
$1,208.78
16 28-Apr-01 6.25% $3,643.54 $2,472.80 $1,170.74 $72,454.64 $21,799.48
$2,379.53
17 28-Jul-01 6.25% $3,643.54 $2,511.44 $1,132.10 $69,943.20 $22,931.59
$3,511.63
18 28-Oct-01 6.25% $3,643.54 $2,550.68 $1,092.86 $67,392.51 $24,024.45
$4,604.49
19 28-Jan-02 6.25% $3,643.54 $2,590 54 $1,053.01 $64,801.98 $25,077.46
$1,053.01
20 28-Apr-02 6.25% $3,643.54 $2,631.01 $1,012.53 $62,170.97 $26,089.99
$2,065.54
21 28-Jul-02 6.25% $3,643.54 $2,672.12 $971.42 $59,498.84 $27,061.41
$3,036.96
22 28-Oct-02 6.25% $3,643.54 $2,713.87 $929.67 $56,784.97 $27,991.08
$3,966.63
23 28-Jan-03 6.25% $3,643.54 $2,756.28 $887.27 $54,028.69 $28,878.34
$887.27
24 28-Apr-03 6.25% $3,643.54 $2,799.35 $844.20 $51,229.35 $29,722.54
$1,731.46
25 28-Jul-03 6.25% $3,643.54 $2,843.08 $800.46 $48,386.26 $30,523.00
$2,531.92
26 28-Oct-03 6.25% $3,643.54 $2,887.51 $756.04 $45,498.75 $31,279.04
$3,287.96
27 28-Jan-04 6.25% $3,643.54 $2,932.63 $710.92 $42,566.13 $31,989.96
$710.92
28 28-Apr-04 6.25% $3,643.54 $2,978.45 $665.10 $39,587.68 $32,655.05
$1,376.01
29 28-Jul-04 6.25% $3,643.54 $3,024.99 $618.56 $36,562.69 $33,273.61
$1,994.57
30 28-Oct-04 6.25% $3,643.54 $3,072.25 $571.29 $33,490.44 $33,844.90
$2,565.86
31 28-Jan-05 6.25% $3,643.54 $3,120.26 $523.29 $30,370.19 $34,368.19
$523.29
32 28-Apr-05 6.25% $3,643.54 $3,169.01 $474.53 $27,201.18 $34,842.72
$997.82
33 28-Jul-05 6.25% $3,643.54 $3,218.53 $425.02 $23,982.65 $35,267.74
$1,422.84
34 28-Oct-05 6.25% $3,643.54 $3,268.81 $374.73 $20,713.84 $35,642.47
$1,797.57
35 28-Jan-06 6.25% $3,643.54 $3,319.89 $323.65 $17,393.95 $35,966.12
$323.65
36 28-Apr-06 6.25% $3,643.54 $3,371.76 $271.78 $14,022.19 $36,237.90
$59543
37 28-Jul-06 6.25% $3,643.54 $3,424.45 $219.10 $10,597.74 $36,457.00
$814.53
38 28-Oct-06 6.25% $3,643.54 $3,477.95 $165.59 $7,119.79 $36,622.59
$980.
12
39 28-Jan-07 6.25% $3,643.54 $3,532.30 $111.25 $3,587.49 $36,733.84
$111.
25
40 28-Apr-07 6.25% $3,643.54 $3,587.49 $56.05 $0.00
$36,789.89 $167.30
</TABLE>
<TABLE>
United States of America
Federal Communications Commission
RADIO STATION AUTHORIZATION
Commercial Mobile Radio Services
Personal Communications Service - Broadband
21st CENTURY BIDDING CORP. Call Sign: KNLG258
PHILIP J. CHASMAR Market: B294
4665 MACARTHUR COURT, SUITE 100C MICHIGAN CITY-LA PORTE, IN
NEWPORT BEACH, CA 92660 Channel Block: F
Filing Number: 00173-CW-L-97
The licensee hereof is authorized, for the period indicated, to construct and
operate
radio transmitting facilities in accordance with the terms and conditions
hereinafter
described. This authorization is subject to the provisions of the
Communications Act of
1934, as amended, subsequent Acts of Congress, international treaties and
agreements to
which the United States is a signatory, and all pertinent rules and regulations
of the
Federal Communications Commission, contained in the Title 47 of the U.S. Code
of Federal
Regulations.
Initial Grant Date April 28, 1997
Ten Year Build Out Date April 28, 2007
Expiration Date April 28, 2007
CONDITIONS:
Pursuant to Section 309(h) of the Communications Act of 1934, as amended, (47
U.S.C.
309(h)), this license is subject to the following conditions: This license does
not vest
in the licensee any right to operate a station nor any right in the use of
frequencies
beyond the term thereof nor in any other manner than authorized herein. Neither
this
license nor the right granted thereunder shall be assigned or otherwise
transferred in
violation of the Communications Act of 1934, as amended (47 U.S.C. 151, et
seq.). This
license is subject in terms to the right of use or control conferred by Section
706 of the
Communications Act of 1934, as amended (47 U.S.C. 606).
(Conditions continued on Page 2)
WAIVERS:
No waivers associated with this authorization.
Issue Date: 11/26/97 FCC Form 463B
Page 1 of 2 - April 1997
KNLG2 58 21st CENTURY BIDDING CORP. 00173-CW-L-97
This authorization is subject to the condition that, in the event that systems
using the
same frequencies as granted herein are authorized in an adjacent foreign
territory
(Canada/United States), future coordination of any base station transmitters
within 72 km
(45 miles) of the United States/Canada border shall be required to eliminate
any harmful
interference to operations in the adjacent foreign territory and to ensure
continuance of
equal access to the frequencies by both countries.
This authorization is conditioned upon the full and timely payment of all
monies due
pursuant to Sections 1.2110 and 24.716 of the Commission's Rules and the terms
of the
Commission's installment plan as set forth in the Note and Security Agreement
executed by
the licensee. Failure to comply with this condition will result in the
automatic
cancellation of this authorization.
Issue Date: 11/26/97
Page 2 of 2
INSTALLMENT PAYMENT PLAN NOTE
(Broadband Personal Communications Service, F Block: Auction Event No. 11)
US $128,251.20
Washington. D.C.
Execution Date: July 15 , 1997
License No.: CWB294F Effective Date: April 28, 1997
FOR VALUE RECEIVED, the undersigned, 21st CENTURY BIDDING CORP., a Delaware
Corporation
("Maker"), promises to pay to the order of the FEDERAL COMMUNICATIONS
COMMISSION, an
independent regulatory agency of the United States ("Payee" or "Commission")
the principal
sum of $128,251.20 DOLLARS ("Principal Amount"), together with accrued
interest, computed at
the annual rate of six and one-quarter percent (6.25%) per annum ("Annual
Rate") on the
unpaid Principal Amount hereof, from the date of this Note until the date the
entire
Principal Amount has been paid in full. This Note is executed on the Execution
Date set
forth above but is intended for all purposes to be effective as of April 28,
1997.
Interest and principal shall be payable as set forth below and in accordance
with Schedule
A attached hereto and made a part hereof:
Interest only. at the Annual Rate from the date hereof shall be due and payable
in equal
consecutive quarterly installments of $2,003.93, due on July 28, 1997 and every
year on
July 28, October 28. January 28. and April 28 thereafter through and including
April 28,
1999.
Commencing with the payment due on July 28. 1999, Maker shall pay principal and
interest
in equal quarterly installments of $5,123.56, due on July 28, October 28,
January 28, and
April 28 of every year hence through and including January 28, 2007.
The entire unpaid Principal Amount, together with accrued and unpaid interest
thereon, and
all other remaining obligations of Maker hereunder, if not sooner paid, shall
be due and
payable on April 28, 2007 ("Maturity Date").
All interest shall be computed on the basis of a 360-day year for actual days
elapsed.
All payments to be made hereunder, of principal, interest, costs, expenses, or
other sums
due hereunder. shall be made to the holder of this Note in lawful money of the
United
States of America which at the time of payment shall be legal tender for the
payment of
public and private debts, free and clear and without reduction by reason of any
present or
future income, stamp or other taxes, levies, imposts, deductions, charges,
compulsory
loans or withholdings whatsoever, including interest thereon or penalties with
respect
thereto, if any imposed, assessed, levied or collected by any political
subdivision or
taxing authority thereof or therein, on or in respect of this Note or the
obligations it
evidences. All payments shall be made during normal business hours at the
Commission's
designated lockbox location as set forth from time to time in the Commission's
then-
applicable orders and regulations and/or public notices.
This Note is secured by, and entitled to the benefits of, a Security Agreement
(the
"Security Agreement") of even date between Maker and Payee. All the terms,
covenants,
conditions and agreements contained in the Security Agreement are hereby
incorporated herein
and made part of this Note to the same extent and effect as if fully set forth
herein. It is
expressly understood by Maker that all of the terms of the Security Agreement
apply to this
Note, and that reference in the Security Agreement to "this Agreement" includes
both the
Security Agreement and this Note.
IT IS HEREBY EXPRESSLY AGREED THAT TIME IS OF THE ESSENCE FOR THE PERFORMANCE
OF EACH AND
EVERY OF THE TERMS AND CONDITIONS UNDER THIS NOTE AND THE SECURITY AGREEMENT.
A default under this Note ("Event of Default") shall occur upon any or all of
the
following:
a. Any non-payment by Maker of any Principal and/or Interest on the due date as
specified
hereinabove if the Maker remains delinquent for more than 90 days and
(I) Maker has not submitted a request, in writing, for a grace period or
extension of payments, if any such grace period or extension of payments is
provided for in the then-applicable orders and regulations of the
Commission; or
(2) Maker has submitted a request, in writing, for a grace period or extension
of payments, if any such grace period or extension of payments is provided
for in the then-applicable orders and regulations of the Commission, and
following the expiration of the grant of such grace period or extension or
upon denial of such a request for a grace period or extension~ Maker has not
resumed payments of Principal and/or Interest in accordance with the terms
of this Note; or
b. An involuntary case is commenced against the Maker (or any of Maker's
Affiliates)
and the petition shall not have been dismissed, stayed, bonded or discharged
within sixty
(60) days after commencement of the case: or a court having jurisdiction in the
premises
shall enter a decree or order for relief in respect of the Maker (or any of the
Maker's
Affiliates) in an involuntary case, under any applicable bankruptcy, insolvency
or other
similar law now or hereinafter in effect, or any other similar relief shall be
granted under
any applicable federal, state, local or foreign law; or,
c. A decree or order of a court having jurisdiction in the premises for the
appointment
of a receiver, liquidator, sequestrator, trustee. custodian or other officer
having similar
powers over the Maker (or any of the Maker's Affiliates) or over all or a
substantial part
of the property of the Maker (or any of the Maker's Affiliates) shall be
entered; or an
interim receiver, trustee or other custodian of the Maker (or any of the
Maker's Affiliates)
or of all or a substantial part of the property of the Maker (or any of the
Maker's
Affiliates) shall be appointed or a warrant of attachment, execution, or
similar process
against any substantial part of the property of the Maker (or any of the
Maker's Affiliates)
shall be issued and any such event shall not be stayed, dismissed, bonded or
discharged
within sixty (60) days after entry, appointment or issuance; or
d. The Maker (or any of the Maker's Affiliates) shall (1) commence a voluntary
case
under any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect,
(2) consent to the entry of an order for relief in an involuntary case, or to
the conversion
of an involuntary case to a voluntary case, under any such law, (3) consent to
the
appointment of or taking possession by a receiver, trustee or other custodian
for all or a
substantial part of its property, (4) make any assignment for the benefit of
creditors, or
(5) take any corporate action to authorize any of the foregoing; or
e. Any failure by Maker to comply with any other condition (as set forth in the
Security
Agreement) for holding the above referenced License as set forth in the License
or in the
Communications Act of 1934, as amended, or the then-applicable orders and
regulations of the
Commission. and such failure is not cured within five (5) business days after
notice of same
from
the Payee or its designee; or
f. Any violation by Maker of any other covenant or term of this Note or the
Security
Agreement, and such violation is not cured within five (5) business days after
notice of
same from the Payee or its designee.
As used herein, "Affiliate" shall mean any individual or entity that: (i)
directly or
indirectly controls or has the power to control the Maker. or (ii) is directly
or indirectly
controlled by the Maker, or (iii) is directly or indirectly controlled by a
third party or
parties that also controls or has the power to control the Maker. "Affiliate"
shall not
include, however, such persons or entities as Payee shall agree, in writing,
may be excluded
from such definition.
Upon any Event of Default under this Note, Payee may assess a late fee and/or
administrative
charge, plus the costs of collection, litigation, attorneys' fees, and default
payment as
specified in the then-applicable orders and regulations of the Commission, as
amended, and
Maker acknowledges that it is liable and herein expressly promises to pay on
demand such
additional costs, expenses. late charges, administrative charges, attorneys
fees, and
default payment. The Maker hereby acknowledges that a late fee of 5% (five
percent) of the
payment due shall be added to each payment of moneys due under this Note that
is not timely
paid under the terms of this Note.
Upon any Event of Default under this Note, the unpaid Principal Amount, plus
all unpaid
interest accrued thereon, together with any late fee and/or administrative
charge, plus the
costs of collection, litigation, attorneys' fees, and default payment as
specified in the
then-applicable orders and regulations of the Commission, as amended, shall
become
immediately due~ and payable.
The Maker hereby acknowledges that the Commission has granted Maker the above
referenced
License pursuant to the Communications Act of 1934, as amended, conditioned
upon full and
timely payment of financial obligations under the Commission's installment
payment plan, as
set forth in the then-applicable orders and regulations of the Commission, as
amended, in
addition to the rights and remedies set forth in this Note and the Security
Agreement and
regardless of the enforceability thereof, and that the sanctions and
enforcement authority
of the Commission, including the cancellation of the License, shall remain
applicable in the
event of a failure to comply with the terms and conditions of the License.
Maker further
acknowledges that the rights of the Payee under this Note and the Security
Agreement shall
be in addition to, and in no respect in derogation of or in substitution for
the rights of
the Commission under the License and under the then-applicable orders and
regulations of the
Commission, and that nothing in this Note or the Security Agreement shall limit
the right of
the Commission to treat the License as a conditional license dependant on full
and complete
compliance by the Maker at all times with all the terms and conditions of the
License,
including full and timely payment of financial obligations under the
Commission's
installment payment plan.
No delay or omission on the part of Payee in exercising any right under this
Note, the
Security Agreement, the License, or any other instrument securing this Note,
shall operate
as a waiver of such right or of any other right of Payee, nor shall any waiver
by Payee of
any such right or rights on any one occasion be deemed a bar to or waiver of
the same right
or rights on any future occasion.
Maker is liable for all costs of collection or enforcement of the Payee's
rights under this
Note, the Security Agreement, the License or under any other instrument now or
hereafter
executed by Maker in favor of Payee which in any manner evidences, governs or
secures this
Note, including reasonable attorneys' fees, whether suit is brought or not, and
all such
costs shall be paid by the Maker on demand, and whether or not such collection
or
enforcement occurs in any bankruptcy, reorganization. receivership or other
proceedings
involving creditors' rights or involving a claim under this Note or any of the
other
documents evidencing, governing or securing the obligation of Maker to fully
and timely pay
all obligations of Maker under the Commission's installment payment plan.
Maker, all endorsers and guarantors hereof and any other party who may become
liable for all
or any part of the obligation evidenced hereby, waive presentment for payment,
notice or
dishonor, protest and notice of protest, notice of nonpayment and any and all
lack of
diligence or delays in collection or enforcement of or with respect to this
Note, the
Security Agreement, or the License.
Maker may prepay all or any part of the Principal Amount without premium or
penalty upon ten
(10) days' prior written notice to Payee, given in the manner provided in the
Security
Agreement.
Partial prepayments shall not postpone or reduce regular payments to be made
hereunder. All
such prepayments shall be applicable first to the payment of late charges, if
any, costs and
expenses, and administrative penalties due hereunder, then to accrued and
unpaid interest,
then to that portion of the unpaid Principal Amount due on the Maturity Date
and then, if
applicable, to any unpaid installments of principal in the inverse order of
installment
maturities. The Payee may require that any partial prepayments be made on the
dates
installments of principal and/or interest are due hereunder.
Anything to the contrary notwithstanding, Payee shall not charge, take or
receive, and Maker
shall not be obligated to pay to Payee, any amounts constituting interest on
the Principal
Amount in excess of the maximum rate permitted by applicable law. If by reason
of the
acceleration of the unpaid Principal Amount or otherwise, interest in excess of
the highest
legal contract rate permitted by applicable law shall at any time be paid, any
such excess
shall constitute and be treated as a payment of outstanding principal hereunder
and shall
operate to reduce such outstanding Principal Amount.
ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS NOTE, THE
SECURITY AGREEMENT, OR OTHER DOCUMENTS EVIDENCING, GOVERNING
OR SECURING THE OBLIGATIONS EVIDENCED HEREBY (OTHER THAN
ACTION BY THE COMMISSION PURSUANT TO THE LICENSE, ITS RULES, OR
REGULATIONS, WHICH SHALL BE BROUGHT BEFORE THE COMMISSION)
SHALL ONLY BE BROUGHT IN THE UNITED STATES DISTRICT COURT FOR
THE DISTRICT OF COLUMBIA, AND, BY EXECUTION AND DELIVERY OF THIS
NOTE AND SECURITY AGREEMENT, THE MAKER HEREBY ACCEPTS FOR
ITSELF AND IN RESPECT OF ITS PROPERTY GENERALLY AND
UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURT. THE
PARTIES HERETO HEREBY IRREVOCABLY WAIVE ANY OBJECTION,
INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF
VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH
ANY OF THEM MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY
SUCH ACTION OR PROCEEDING IN THE DISTRICT OF COLUMBIA.
THE MAKER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS
OF THE AFOREMENTIONED COURT IN ANY SUCH ACTION OR PROCEEDING
BY THE MAILING OF A COPY THEREOF BY CERTIFIED MAIL, RETURN
RECEIPT REQUESTED, POSTAGE PREPAID, TO THE MAKER AT ITS ADDRESS
PROVIDED IN THE SECURITY AGREEMENT. SUCH SERVICE SHALL BE
DEEMED TO HAVE OCCURRED ON THE THIRD DAY AFTER SUCH MAILING.
NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHT OF PAYEE TO
SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR
COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE
MAKER IN ANY OTHER JURISDICTION.
EACH OF THE PARTIES HERETO HEREBY KNOWINGLY, WILLINGLY,
VOLUNTARILY, UNCONDITIONALLY, IRREVOCABLY AND INTENTIONALLY
FOREVER WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN
RESPECTOF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER
OR INCONNECTION WITH THIS NOTE, THE SECURITY AGREEMENT, OR OTHER
DOCUMENTS EVIDENCING OR SECURING THE DEBT TRANSACTION
EVIDENCED HEREBY, ANY COURSE OF CONDUCT, COURSE OF DEALING,
STATEMENTS (VERBAL OR WRITTEN) OR ACTION OF ANY PERSON OR ANY
EXERCISE BY ANY PARTY OF ITS RESPECTIVE RIGHTS UNDER THIS
TRANSACTION, DOCUMENT OR ANY RELATED DOCUMENT OR IN ANY WAY
RELATING TO THE COLLATERAL (INCLUDING, WITHOUT LIMITATION, ANY
ACTION TO RESCIND OR CANCEL THIS TRANSACTION OR ANY CLAIMS OR
DEFENSES ASSERTING THAT THIS TRANSACTION, IN WHOLE OR IN PART,
WAS FRAUDULENTLY INDUCED OR IS OTHERWISE VOID OR VOIDABLE).
MAKER REPRESENTS THAT NO ORAL OR WRITTEN STATEMENTS HAVE BEEN
MADE BY ANY PARTY TO EXCLUDE THIS SUBMISSION TO JURISDICTION AND
WAIVER OF TRIAL BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS
STATED EFFECT. MAKER FURTHER REPRESENTS THAT IT HAS BEEN
REPRESENTED BY INDEPENDENT COUNSEL, SELECTED BY ITS OWN FREE
WILL, IN SIGNING THIS NOTE AND IN THE MAKING OF THIS WAIVER AND
THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH SUCH
COUNSEL. THIS PROVISION IS A MATERIAL INDUCEMENT FOR PAYEE TO
ENTER INTO THIS TRANSACTION AND THE VARIOUS DOCUMENTS RELATED
THERETO.
Maker acknowledges that this Note and Security Agreement (and any attachments
affixed
thereto by the Payee with the permission and knowledge of the Maker), along
with the terms
of the License and the then-current applicable Commission orders and
regulations and the
Communications Act of 1934, as amended, set forth the entire agreement, written
and oral, of
the parties concerning the granting of the License and the conditions under
which Maker is
entitled to hold the License, and all inconsistent prior statements,
understandings,
notices, representations and agreements between the parties, oral or written,
are superseded
by and merged in the License, the then-current applicable Commission orders and
regulations,
this Note, the Security Agreement or other documents evidencing, governing or
securing the
obligations evidenced hereby. Notwithstanding the foregoing, Maker's rights
shall be subject
to all Commission rules and regulations with respect to representations made by
the Maker in
connection with its application for the License or otherwise.
If any provision or part of this Note and/or the Security Agreement shall for
any reason be
held or deemed to be invalid, illegal, or unenforceable in any respect, such
invalidity,
illegality or unenforceability shall not affect any other provision of this
Note and this
Note shall be construed as if such invalid, illegal or unenforceable provision
had never
been contained herein and the remaining provisions of this Note shall remain in
full force
and effect. The enforceability of the Note and/or the Security Agreement do not
limit the
obligations of the Maker or the rights of the Commission under the
Communications Act of
1934, as amended, under the License, or under the then-applicable orders and
regulations of
the Commission, as amended.
Any notice demand or request hereunder shall be given in the manner set forth
in the
Security Agreement.
This Note shall be governed by and construed in accordance with the
Communications Act of
1934, as amended, the then-applicable orders and regulations of the Commission,
and federal
law. Nothing in this Note shall be deemed to modify any then-applicable orders
and
regulations of the Commission or the conditions of the License, and nothing in
this Note
shall be deemed to release the Maker from compliance therewith. This Note may
not be
changed, modified, waived, terminated or discharged orally, but only by an
agreement in
writing executed by the party against whom enforcement of any such change,
modification,
waiver, termination, or discharge is sought.
Maker represents and warrants that any statements made by it in the Security
Agreement or
this Note: (i) are true and accurate in all material respects; and (ii) do not
omit any
material facts or information the absence of which would make such statement
misleading in
the context of Payee's evaluation of this Note, and acknowledges and agrees
that Payee is
entitled to and has relied on such statements in agreeing to the Note.
Payee shall have the right at any time to assign, endorse, pledge, convey or
otherwise
transfer this Note and all of the other documents evidencing, governing or
securing this
Note or the obligations of Maker with respect to the License to any party. From
and after
the date of such assignment, endorsement, pledge, conveyance or other transfer,
such
transferee shall be entitled to exercise any and all rights and remedies of
Payee hereunder.
Maker shall not assign, convey or otherwise transfer its rights and obligations
hereunder
without the prior written consent of the Commission.
Date: July 15, 1997 21st CENTURY BIDDING CORP. [NAME OF MAKER]
By: Philip J. Chasmar
Its: President
Schedule A
License Number: CW8294F
INSTALLMENT PLAN C AMORTIZATION SCHEDULE for Federal Communications
Commission F-
Block Licenses (Interest-only Payments for the First Two Years)
Grant Date Org Bal Org Rate Terms (yrs) 1st PMT Future Val
28-Apr-97 $128,251 20 625% 10 28-Jul-97 0
<CAPTION>
Pmt# Date Yr P&I Payment Principal Interest New Balance Cum. Int.
Y
early Total Amt
Rate
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 28-Jul-97 6.25% $2,003.93 $0.00 $2,003.93 $128,251.20 $2,003.93
$
2,003.93
2 28-Oct-97 6.25% $2,003.93 $0.00 $2,003.93 $128,251.20 $4,007.85
$
4,007.85
3 28-Jan-98 6.25% $2,003.93 $0.00 $2,003.93 $128,251.20 $6,011.78
$
2,003.93
4 28-Apr-98 6.25% $2,003.93 $0.00 $2,003.93 $128,251.20 $8,015.70
$
4,007.85
5 28-Jul-98 6.25% $2,003.93 $000 $2,003.93 $128,251.20 $10,019.63
$6,01
1.78
6 28-Oct-98 6.25% $2,003.93 $0.00 $2,003.93 $128,251.20 $12,023.55
$8,015.70
7 28-Jan-99 6.25% $2,003.93 $0.00 $2,003.93 $128,251.20 $14,027.48
$2,003.93
8 28-Apr-99 6.25% $2,003.93 $0.00 $2,003.93 $128,251.20 $16,031.40
$4,007.85
9 28-Jul-99 6.25% $5,123.56 $3,119.63 $2,003.93 $125,131 57 $18,035.33
$6,011.78
10 28-Oct-99 6.25% $5,123.56 $3,168 38 $1,955.18 $121,963.19 $19,990.51
$7,966.96
11 28-Jan-00 6.25% $5,123.56 $3,217.88 $1,905.67 $118,745.31 $21,896.18
$1,905.67
12 28-Apr-00 6.25% $5,123.56 $3,268.16 $1,855.40 $115,477.15 $23,751.58
$3,761.07
13 28-Jul-00 6.25% $5,123.56 $3,319.23 $1,804.33 $112,157.93 $25,555.91
$5,565.40
14 28-Oct-00 6.25% $5,123.56 $3,371.09 $1,752.47 $108,786.84 $27,308.37
$7,317.87
15 28-Jan-01 6.25% $5,123.56 $3,423.76 $1,699.79 $10536307 $29,008.17
$1,69
9.79
16 28-Apr-01 6.25% $5,123.56 $3,477.26 $1,646.30 $101,885.82 $30,654.47
$3,346.09
17 28-Jul-01 6.25% $5,123.56 $3,531.59 $1,591.97 $98,354.23 $32,246.43
$4,938.06
18 28-Oct-01 6.25% $5,123.56 $3,586.77 $1,536 78 $94,767.45 $33,783.22
$6,474.84
19 28-Jan-02 6.25% $5,123.56 $3,642 81 $1,480.74 $91,124.64 $35,263.96
$1,480 74
20 28-Apr-02 6.25% $5,123.56 $3,699.73 $1,423.82 $87,424 91 $36,687 78
$2,904.56
21 28-Jul-02 6.25% $5,123.56 $3,757.54 $1,366.01 $83,667.36 $38,053.80
$4,270.58
22 28-Oct-02 6.25% $5,123.56 $3,816.25 $1,307.30 $79,851.11 $39,361.10
$5,577.88
23 28-Jan-03 6.25% $5,123.56 $3,875.88 $1,247.67 $75,975.23 $40,608.77
$1,247.67
24 28-Apr-03 6.25% $5,123.56 $3,936.44 $1,187.11 $72,038.78 $41,795.88
$2,434.79
25 28-Jul-03 6.25% $5,123.56 $3,997.95 $1,125.61 $68,040.83 $42,921.49
$3,560.39
26 28-Oct-03 6.25% $5,123.56 $4,060.42 $1,063.14 $63,980.42 $43,984.63
$4,623.53
27 28-Jan-04 6.25% $5,123.56 $4,123.86 $999.69 $59,856.55 $44,984.32
$999.69
28 28-Apr-04 6.25% $5,123.56 $4,188.30 $935.26 $55,668.26 $45,919.58
$1,934.95
29 28-Jul-04 6.25% $5,123.56 $4,253.74 $869.82 $51,414.52 $46,789.40
$2,804.77
30 28-Oct-04 6.25% $5,123.56 $4,320.20 $803.35 $47,094.31 $47,592.75
$3,608.12
31 28-Jan-05 6.25% $5,123.56 $4,387.71 $735.85 $42,706.60 $48,328.60
$735.85
32 28-Apr-05 6.25% $5,123.56 $4,456.27 $667.29 $38,250.34 $48,995.89
$1,403.14
33 28-Jul-05 6.25% $5,123.56 $4,525.89 $597.66 $33,724.44 $49,593.55
$2,000.80
34 28-Oct-05 6.25% $5,123.56 $4,596.61 $526.94 $29,127.83 $50,120.49
$2,527.75
35 28-Jan-06 6.25% $5,123.56 $4,668.43 $455.12 $24,459.40 $50,575.62
$455.12
36 28-Apr-06 6.25% $5,123.56 $4,741.38 $382.18 $19,718.02 $50,957.80
$837.30
37 28-Jul-06 6.25% $5,123.56 $4,815.46 $308.09 $14,902.56 $51,265.89
$1,145.39
38 28-Oct-06 6.25% $5,123.56 $4,890.70 $232.85 $10,011.85 $51,498.74
$1,378.25
39 28-Jan-07 6.25% $5,123.56 $4,967.12 $156.44 $5,044.73 $51,655.18
$156.
44
40 28-Apr-07 6.25% $5,123.56 $5,044.73 $78.82 $0.00 $51,734.00
$235.
26
</TABLE>
<TABLE>
United States of America
Federal Communications Commission
RADIO STATION AUTHORIZATION
Commercial Mobile Radio Services
Personal Communications Service roadband
21st CENTURY BIDDING CORP. Call Sign: KNLG259
PHILIP J. CHASMAR Market: B235
4665 MACARTHUR COURT, SUITE 100C LAFAYETTE, IN
NEWPORT BEACH, CA 92660 Channel Block: F
Filing Number: 00174-CW-L-97
The licensee hereof is authorized, for the period indicated, to construct and
operate radio
transmitting facilities in accordance with the terms and conditions hereinafter
described. This
authorization is subject to the provisions of the Communications Act of 1934,
as amended, subsequent
Acts of Congress, international treaties and agreements to which the United
States is a signatory, and
all pertinent rules and regulations of the Federal Communications Commission,
contained in the Title
47 of the U.S. Code of FederaJ Regulations.
Initial Grant Date April 28, 1997
Ten Year Build Out Date April 28, 2007
Expiration Date April 28, 2007
CONDITIONS:
Pursuant to Section 309(h) of the Communications Act of 1934, as amended, (47
U.S.C.
309(h)), this license is subject to the following conditions: This license does
not vest
in the licensee any right to operate a station nor any right in the use of
frequencies
beyond the term thereof nor in any other manner than authorized herein. Neither
this
license nor the right granted thereunder shall be assigned or otherwise
transferred in
violation of the Communications Act of 1934, as amended (47 U.S.C. 151, et
seq.). This
license is subject in terms to the right of use or control conferred by Section
706 of the
Communications Act of 1934, as amended (47 U.S.C. 606).
(Conditions continued on Page 2)
WAIVERS:
No waivers associated with this authorization.
Issue Date: 11/26/97 FCC Form 463B
Page 1 of 2 - April1997
KNLG2 59 21st CENTURY BIDDING CORP. 00174-CW-L-97
This authorization is subject to the condition that, in the event that systems
using the
same frequencies as granted herein are authorized in an adjacent foreign
territory
(Canada/United States), future coordination of any base station transmitters
within 72 km
(45 miles) of the United States/Canada border shall be required to eliminate
any harmful
interference to operations in the adjacent foreign territory and to ensure
continuance of
equal access to the frequencies by both countries.
This authorization is conditioned upon the full and timely payment of all
monies due
pursuant to Sections 1.2110 and 24.716 of the Commission's Rules and the terms
of the
Commission's installment plan as set forth in the Note and Security Agreement
executed by
the licensee. Failure to comply with this condition will result in the
automatic
cancellation of this authorization.
Issue Date: 11/26/97
Page 2 of 2
INSTALLMENT PAYMENT PLAN NOTE
(Broadband Personal Communications Service, F Block: Auction Event No. 11)
US S 189,596.80
Washington. D.C.
Execution Date: July 15 , 1997
License No.: CWB235F Effective Date: April 28, 1997
FOR VALUE RECEIVED, the undersigned, 21st CENTURY BIDDING CORP., a Delaware
Corporation
("Maker"), promises to pay to the order of the FEDERAL COMMUNICATIONS
COMMISSION, an
independent regulatory agency of the United States ("Payee" or "Commission"),
the principal
sum of 5189,596.80 DOLLARS ("Principal Amount"), together with accrued
interest, computed at
the annual rate of six and one-quarter percent (6.25%) per annum ("Annual
Rate") on the
unpaid Principal Amount hereof, from the date of this Note until the date the
entire
Principal Amount has been paid in full. This Note is executed on the Execution
Date set
forth above but is intended for all purposes to be effective as of April 28,
1997.
Interest and principal shall be payable as set forth below and in accordance
with Schedule
A attached hereto and made a part hereof:
Interest only, at the Annual Rate from the date hereof shall be due and payable
in equal
consecutive quarterly installments of $2,962.45, due on July 28, 1997 and every
year on
July 28, October 28, January 28, and April 28 thereafter through and including
April 28,
1999.
Commencing with the payment due on July 28, 1999, Maker shall pay principal and
interest
in equal quarterly installments of $7,574.28, due on July 28, October 28,
January 28, and
April 28 of every year hence through and including January 28, 2007.
The entire unpaid Principal Amount, together with accrued and unpaid interest
thereon, and
all other remaining obligations of Maker hereunder, if not sooner paid, shall
be due and
payable on April 28. 2007 ("Maturity Date").
All interest shall be computed on the basis of a 360-day year for actual days
elapsed.
All payments to be made hereunder, of principal, interest, costs, expenses, or
other sums
due hereunder, shall be made to the holder of this Note in lawful money of the
United
States of America which at the time of payment shall be legal tender for the
payment of
public and private debts, free and clear and without reduction by reason of any
present or
future income, stamp or other taxes, levies, imposts, deductions, charges,
compulsory
loans or withholdings whatsoever, including interest thereon or penalties with
respect
thereto, if any imposed. assessed, levied or collected by any political
subdivision or
taxing authority thereof or therein, on or in respect of this Note or the
obligations it
evidences. All payments shall be made during normal business hours at the
Commission's
designated lockbox location as set forth from time to time in the Commission's
then-
applicable orders and regulations and/or public notices.
This Note is secured by, and entitled to the benefits of, a Security Agreement
(the
"Security Agreement") of even date between Maker and Payee. All the terms,
covenants,
conditions and agreements contained in the Security Agreement are hereby
incorporated herein
and made part of this Note to the same extent and effect as if fully set forth
herein. It is
expressly understood by Maker that all of the terms of the Security Agreement
apply to this
Note, and that reference in the Security Agreement to "this Agreement" includes
both the
Security Agreement and this Note.
IT IS HEREBY EXPRESSLY AGREED THAT TIME IS OF THE ESSENCE FOR THE PERFORMANCE
OF EACH AND
EVERY OF THE TERMS AND CONDITIONS UNDER THIS NOTE AND THE SECURITY AGREEMENT.
A default under this Note ("Event of Default") shall occur upon any or all of
the
following:
a. Any non-payment by Maker of any Principal and/or Interest on the due date as
specified
hereinabove if the Maker remains delinquent for more than 90 days and
(1) Maker has not submitted a request, in writing, for a grace period or
extension of payments, if any such grace period or extension of payments is
provided for in the then-applicable orders and regulations of the
Commission; or
(2) Maker has submitted a request, in writing, for a grace period or extension
of
payments, if any such grace period or extension of payments is provided for
in the then-applicable orders and regulations of the Commission, and
following the expiration of the grant of such grace period or extension or
upon denial of such a request for a grace period or extension, Maker has not
resumed payments of Principal and/or Interest in accordance with the terms
of this Note; or
b. An involuntary case is commenced against the Maker (or any of Maker's
Affiliates)
and the petition shall not have been dismissed, stayed, bonded or discharged
within sixty
(60) days after commencement of the case; or a court having jurisdiction in the
premises
shall enter a decree or order for relief in respect of the Maker (or any of the
Maker's
Affiliates) in an involuntary case, under any applicable bankruptcy, insolvency
or other
similar law now or hereinafter in effect, or any other similar relief shall be
granted under
any applicable federal, state, local or foreign law; or,
c. A decree or order of a court having jurisdiction in the premises for the
appointment
of a receiver, liquidator, sequestrator, trustee, custodian or other officer
having similar
powers over the Maker (or any of the Maker's Affiliates) or over all or a
substantial part
of the property of the Maker (or any of the Maker's Affiliates) shall be
entered: or an
interim receiver, trustee or other custodian of the Maker (or any of the
Maker's Affiliates)
or of all or a substantial part of the property of the Maker (or any of the
Maker's
Affiliates) shall be appointed or a warrant of attachment, execution, or
similar process
against any substantial part of the property of the Maker (or any of the
Maker's Affiliates)
shall be issued and any such event shall not be stayed, dismissed, bonded or
discharged
within sixty (60) days after entry, appointment or issuance; or
d. The Maker (or any of the Maker's Affiliates) shall (1) commence a voluntary
case
under any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect,
(2) consent to the entry of an order for relief in an involuntary case, or to
the conversion
of an involuntary case to a voluntary case, under any such law. (3) consent to
the
appointment of or taking possession by a receiver, trustee or other custodian
for all or a
substantial part of its property. (4) make any assignment for the benefit of
creditors, or
(5) take any corporate action to authorize any of the foregoing; or
e. Any failure by Maker to comply with any other condition (as set forth in the
Security Agreement) for holding the above referenced License as set forth in
the License or
in the
Communications Act of 1934, as amended, or the then-applicable orders and
regulations of the
Commission, and such failure is not cured within five (5) business days after
notice of same
from the Payee or its designee; or
f. Any violation by Maker of any other covenant or term of this Note or the
Security
Agreement. and such violation is not cured within five (5) business days after
notice of
same from the Payee or its designee.
As used herein. "Affiliate" shall mean any individual or entity that: (i)
directly or
indirectly controls or has the power to control the Maker, or (ii) is directly
or indirectly
controlled by the Maker, or (iii) is directly or indirectly controlled by a
third party or
parties that also controls or has the power to control the Maker. "Affiliate"
shall not
include, however, such persons or entities as Payee shall agree, in writing,
may be excluded
from such definition.
Upon any Event of Default under this Note. Payee may assess a late fee and/or
administrative
charge, plus the costs of collection, litigation, attorneys' fees, and default
payment as
specified in the then-applicable orders and regulations of the Commission, as
amended, and
Maker acknowledges that it is liable and herein expressly promises to pay on
demand such
additional costs, expenses, late charges, administrative charges, attorneys
fees, and
default payment. The Maker hereby acknowledges that a late fee of 5% (five
percent) of the
payment due shall be added to each payment of moneys due under this Note that
is not timely
paid under the terms of this Note.
Upon any Event of Default under this Note, the unpaid Principal Amount, plus
all unpaid
interest accrued thereon, together with any late fee and/or administrative
charge, plus the
costs of collection, litigation, attorneys' fees, and default payment as
specified in the
then-applicable orders and regulations of the Commission, as amended, shall
become
immediately due and payable.
The Maker hereby acknowledges that the Commission has granted Maker the above
referenced
License pursuant to the Communications Act of 1934, as amended, conditioned
upon full and
timely payment of financial obligations under the Commission' s installment
payment plan, as
set forth in the then-applicable orders and regulations of the Commission, as
amended, in
addition to the rights and remedies set forth in this Note and the Security
Agreement and
regardless of the enforceability thereof, and that the sanctions and
enforcement authority
of the Commission, including the cancellation of the License, shall remain
applicable in the
event of a failure to comply with the terms and conditions of the License.
Maker further
acknowledges that the rights of the Payee under this Note and the Security
Agreement shall
be in addition to, and in no respect in derogation of or in substitution for
the rights of
the Commission under the License and under the then-applicable orders and
regulations of the
Commission, and that nothing in this Note or the Security Agreement shall limit
the right of
the Commission to treat the License as a conditional license dependant on full
and complete
compliance by the Maker at all times with all the terms and conditions of the
License,
including full and timely payment of financial obligations under the
Commission's
installment payment plan.
No delay or omission on the part of Payee in exercising any right under this
Note, the
Security Agreement. the License, or any other instrument securing this Note,
shall operate
as a waiver of such right or of any other right of Payee, nor shall any waiver
by Payee of
any such right or rights on any one occasion be deemed a bar to or waiver of
the same right
or rights on any future occasion.
Maker is liable for all costs of collection or enforcement of the Payee's
rights under this
Note, the Security Agreement, the License or under any other instrument now or
hereafter
executed by Maker in favor of Payee which in any manner evidences, governs or
secures this
Note, including reasonable attorneys' fees, whether suit is brought or not, and
all such
costs shall be paid by the Maker on demand, and whether or not such collection
or
enforcement occurs in any bankruptcy, reorganization. receivership or other
proceedings
involving creditors' rights or involving a claim under this Note or any of the
other
documents evidencing, governing or securing the obligation of Maker to fully
and timely pay
all obligations of Maker under the Commission! s installment payment plan.
Maker, all endorsers and guarantors hereof and any other party who may become
liable for all
or any part of the obligation evidenced hereby, waive presentment for payment,
notice or
dishonor, protest and notice of protest, notice of nonpayment and any and all
lack of
diligence or delays in collection or enforcement of or with respect to this
Note, the
Security Agreement, or the License.
Maker may prepay all or any part of the Principal Amount without premium or
penalty upon ten
(10) days' prior written notice to Payee, given in the manner provided in the
Security
Agreement.
Partial prepayments shall not postpone or reduce regular payments to be made
hereunder. All
such prepayments shall be applicable first to the payment of late charges, if
any, costs and
expenses, and administrative penalties due hereunder, then to accrued and
unpaid interest,
then to that portion of the unpaid Principal Amount due on the Maturity Date
and then, if
applicable, to any unpaid installments of principal in the inverse order of
installment
maturities. The Payee may require that any partial prepayments be made on the
dates
installments of principal and/or interest are due hereunder.
Anything to the contrary notwithstanding, Payee shall not charge, take or
receive, and Maker
shall not be obligated to pay to Payee, any amounts constituting interest on
the Principal
Amount in excess of the maximum rate permitted by applicable law. If by reason
of the
acceleration of the unpaid Principal Amount or otherwise, interest in excess of
the highest
legal contract rate permitted by applicable law shall at any time be paid, any
such excess
shall constitute and be treated as a payment of outstanding principal hereunder
and shall
operate to reduce such outstanding Principal Amount.
ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS NOTE, THE
SECURITY AGREEMENT, OR OTHER DOCUMENTS EVIDENCING, GOVERNING
OR SECURING THE OBLIGATIONS EVIDENCED HEREBY (OTHER THAN
ACTION BY THE COMMISSION PURSUANT TO THE LICENSE, ITS RULES, OR
REGULATIONS, WHICH SHALL BE BROUGHT BEFORE THE COMMISSION)
SHALL ONLY BE BROUGHT IN THE UNITED STATES DISTRICT COURT FOR
THE DISTRICT OF COLUMBIA, AND, BY EXECUTION AND DELIVERY OF THIS
NOTE AND SECURITY AGREEMENT, THE MAKER HEREBY ACCEPTS FOR
ITSELF AND IN RESPECT OF ITS PROPERTY GENERALLY AND
UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURT. THE
PARTIES HERETO HEREBY IRREVOCABLY WAIVE ANY OBJECTION,
INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF
VENUE OR BASED ON THE GROUNDS OF FORUM NON CON VENIENS, WHICH
ANY OF THEM MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY
SUCH ACTION OR PROCEEDING IN THE DISTRICT OF COLUMBIA.
THE MAKER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS
OF THE AFOREMENTIONED COURT IN ANY SUCH ACTION OR PROCEEDING
BY THE MAILING OF A COPY THEREOF BY CERTIFIED MAIL, RETURN
RECEIPT REQUESTED, POSTAGE PREPAID, TO THE MAKER AT ITS ADDRESS
PROVIDED IN THE SECURITY AGREEMENT. SUCH SERVICE SHALL BE
DEEMED TO HAVE OCCURRED ON THE THIRD DAY AFTER SUCH MAILING.
NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHT OF PAYEE TO
SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR
COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE
MAKER IN ANY OTHER JURISDICTION.
EACH OF THE PARTIES HERETO HEREBY KNOWINGLY, WILLINGLY,
VOLUNTARILY, UNCONDITIONALLY, IRREVOCABLY AND INTENTIONALLY
FOREVER WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN RESPECT
OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN
CONNECTION WITH THIS NOTE, THE SECURITY AGREEMENT, OR OTHER
DOCUMENTS EVIDENCING OR SECURING THE DEBT TRANSACTION
EVIDENCED HEREBY, ANY COURSE OF CONDUCT, COURSE OF DEALING,
STATEMENTS (VERBAL OR WRITTEN) OR ACTION OF ANY PERSON OR ANY
EXERCISE BY ANY PARTY OF ITS RESPECTIVE RIGHTS UNDER THIS
TRANSACTION, DOCUMENT OR ANY RELATED DOCUMENT OR IN ANY WAY
RELATING TO THE COLLATERAL (INCLUDING, WITHOUT LIMITATION, ANY
ACTION TO RESCIND OR CANCEL THIS TRANSACTION OR ANY CLAIMS OR
DEFENSES ASSERTING THAT THIS TRANSACTION, IN WHOLE OR IN PART,
WAS FRAUDULENTLY INDUCED OR IS OTHERWISE VOID OR VOIDABLE).
MAKER REPRESENTS THAT NO ORAL OR WRITTEN STATEMENTS HAVE BEEN
MADE BY ANY PARTY TO EXCLUDE THIS SUBMISSION TO JURISDICTION AND
WAIVER OF TRIAL BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS
STATED EFFECT. MAKER FURTHER REPRESENTS THAT IT HAS BEEN
REPRESENTED BY INDEPENDENT COUNSEL, SELECTED BY ITS OWN FREE
WILL, IN SIGNING THIS NOTE AND IN THE MAKING OF THIS WAIVER AND
THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH SUCH
COUNSEL. THIS PROVISION IS A MATERIAL INDUCEMENT FOR PAYEE TO
ENTER INTO THIS TRANSACTION AND THE VARIOUS DOCUMENTS RELATED
THERETO.
Maker acknowledges that this Note and Security Agreement (and any attachments
affixed
thereto by the Payee with the permission and knowledge of the Maker), along
with the terms
of the License and the then-current applicable Commission orders and
regulations and the
Communications Act of 1934. as amended, set forth the entire agreement, written
and oral, of
the parties concerning the granting of the License and the conditions under
which Maker is
entitled to hold the License, and all inconsistent prior statements,
understandings,
notices, representations and agreements between the parties, oral or written,
are superseded
by and merged in the License. the then-current applicable Commission orders and
regulations,
this Note, the Security Agreement or other documents evidencing, governing or
securing the
obligations evidenced hereby. Notwithstanding the foregoing, Maker's rights
shall be subject
to all Commission rules and regulations with respect to representations made by
the Maker in
connection with its application for the License or otherwise.
If any provision or part of this Note and/or the Security Agreement shall for
any reason be
held or deemed to be invalid, illegal, or unenforceable in any respect, such
invalidity,
illegality or unenforceability shall not affect any other provision of this
Note and this
Note shall be construed as if such invalid, illegal or unenforceable provision
had never
been contained herein and the remaining provisions of this Note shall remain in
full force
and effect. The enforceability of the Note and/or the Security Agreement do not
limit the
obligations of the Maker or the rights of the Commission under the
Communications Act of
1934, as amended, under the License, or under the then-applicable orders and
regulations of
the Commission, as amended.
Any notice demand or request hereunder shall be given in the manner set forth
in the
Security Agreement.
This Note shall be governed by and construed in accordance with the
Communications Act of
1934, as amended. the then-applicable orders and regulations of the Commission,
and federal
law. Nothing in this Note shall be deemed to modify any then-applicable orders
and
regulations of the Commission or the conditions of the License, and nothing in
this Note
shall be deemed to release the Maker from compliance therewith. This Note may
not be
changed, modified. waived, terminated or discharged orally, but only by an
agreement in
writing executed by the party against whom enforcement of any such change,
modification,
waiver, termination, or discharge is sought.
Maker represents and warrants that any statements made by it in the Security
Agreement or
this Note: (i) are true and accurate in all material respects; and (ii) do not
omit any
material facts or information the absence of which would make such statement
misleading in
the context of Payee's evaluation of this Note, and acknowledges and agrees
that Payee is
entitled to and has relied on such statements in agreeing to the Note.
Payee shall have the right at any time to assign, endorse, pledge, convey or
otherwise
transfer this Note and all of the other documents evidencing, governing or
securing this
Note or the obligations of Maker with respect to the License to any party. From
and after
the date of such assignment, endorsement, pledge, conveyance or other transfer,
such
transferee shall be entitled to exercise any and all rights and remedies of
Payee hereunder.
Maker shall not assign, convey or otherwise transfer its rights and obligations
hereunder
without the prior written consent of the Commission.
Date: July 15, 1997 21st CENTURY BIDDING CORP. [NAME OF MAKER]
By: Philip J. Chasmar
Its: President
Schedule A
License Number: GWB23SF
INSTALLMENT PLAN C AMORTIZATION SCHEDULE
for Federal Communications Commission F-Block Licenses
(Interest-only Payments for the First Two Years)
Grant Date Org Ba1 Org Rate Terms (yrs) 1st PMT Future Val
28-Apr-97 $189,596.80 6.25% 10 28-Jul-97 0
<CAPTION>
Pmt# Date Yr P&I Pmt Principal Interest New Bal Cum. Int Yearly
Total Amt
Rate (Prin Only)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 28-Jul-97 6.25% $2,962.45 $0.00 $2,962.45 $189,596.80 $2,962.45
$
2,962 45
2 28-Oct-97 6.25% $2,962.45 $0.00 $2,962.45 $189,596.80 $5,924.90
$
5,924.90
3 28-Jan-98 6.25% $2,962.45 $0.00 $2,962.45 $189,596.80 $8,887.35
$
2,962.45
4 28-Apr-98 6.25% $2,962.45 $0.00 $2,962.45 $189,596.80 $11,849.80
$5,924.90
5 28-Jul-98 6.25% $2,962.45 $0.00 $2,962.45 $189,596.80 $14,812.25
$8,887.35
6 28-Oct-98 6.25% $2,962.45 $0.00 $2,962.45 $189,596.80 $17,774.70
$11,849.80
7 28-Jan-99 6.25% $2,962.45 $0.00 $2,962.45 $189,596.80 $20,737.15
$2,962 45
8 28-Apr-99 6.25% $2,962.45 $0.00 $2,962.45 $189,596.80 $23,699.60
$5,924 90
9 28-Jul-99 6.25% $7,574.28 $4,611.83 $2,962.45 $184,984.97 $26,662.05
$8,887.35
10 28-OCt-99 6.25% $7,574.28 $4,683.88 $2,890.39 $180,301.09 $29,552.44
$11,777.74
11 28-Jan-00 6.25% $7,574.28 $4,757.07 $2,817.20 $175,544.02 $32,369.64
$2,817.20
12 28-Apr-00 6.25% $7,574.28 $4,831.40 $2,742.88 $170,712.62 $35,112.52
$5,560.08
13 28-Jul-00 6.25% $7,574.28 $4,906.89 $2,667.38 $165,805.73 $37,779.90
$8,227.46
14 28-Oct-00 6.25% $7,574.28 $4,983.56 $2,590.71 $160,822.17 $40,370.62
$10,818.18
15 28-Jan-01 6.25% $7,574.28 $5,061.43 $2,512.85 $155,760.74 $42,883.47
$2,512.85
16 28-Apr-01 6.25% $7,574.28 $5,140.51 $2,433.76 $150,620.23 $45,317.23
$4,946.61
17 28-Jul-01 6.25% $7,574.28 $5,220.83 $2,353.44 $145,399.39 $47,670.67
$7,300.05
18 28-Oct-01 6.25% $7,574.28 $5,302.41 $2,271.87 $140,096.98 $49,942.53
$9,571.91
19 28-Jan-02 6.25% $7,574.28 $5,385.26 $2,189.02 $134,711.72 $52,131.55
$2,189.02
20 28-Apr-02 6.25% $7,574.28 $5,469.40 $2,104.87 $129,242.32 $54,236.42
$4,293.89
21 28-Jul-02 6.25% $7,574.28 $5,554.86 $2,019.41 $123,687.45 $56,255.83
$6,313.30
22 28-Oct-02 6.25% $7,574.28 $5,641.66 $1,932.62 $118,045.80 $58,188.45
$8,245.91
23 28-Jan-03 6.25% $7,574.28 $5,729.81 $1,844.47 $112,315.99 $60,032.91
$1,844 47
24 28-Apr-03 6.25% $7,574.28 $5,819.34 $1,754.94 $106,496.65 $61,787.85
$3,599.40
25 28-Jul-03 6.25% $7,574.28 $5,910.26 $1,664.01 $100,586.38 $63,451.86
$5,263.41
26 28-Oct-03 6.25% $7,574.28 $6,002.61 $1,571.66 $94,583.77 $65,023.52
$6,835 08
27 28-Jan-04 6.25% $7,574.28 $6,096.40 $1,477.87 $88,487.37 $66,501.39
$1,477.87
28 28-Apr-04 6.25% $7,574.28 $6,191.66 $1,382.62 $82,295.71 $67,884.01
$2,860.49
29 28-Jul-04 6.25% $7,574.28 $6,288.40 $1,285.87 $76,007.30 $69,169.88
$4,146.36
30 28-Oct-04 6.25% $7,574.28 $6,386.66 $1,187.61 $69,620.64 $70,357.49
$5,333.97
31 28-Jan-05 6.25% $7,574.28 $6,486.45 $1,087.82 $63,134.19 $71,445.32
$1,087.82
32 28-Apr-05 6.25% $7,574.28 $6,587.80 $986.47 $56,546.38 $72,431.79
$2,074.29
33 28-Jul-05 6.25% $7,574.28 $6,690.74 $883.54 $49,855.65 $73,315.33
$2,957.83
34 28-Oct-05 6.25% $7,574.28 $6,795.28 $778.99 $43,060.37 $74,094.32
$3,736.83
35 28-Jan-06 6.25% $7,574.28 $6,901.46 $672.82 $36,158.91 $74,767.14
$672.82
36 28-Apr-06 6.25% $7,574.28 $7,009.29 $564.98 $29,149.62 $75,332.12
$1,237.80
37 28-Jul-06 6.25% $7,574.28 $7,118.81 $455.46 $22,030.80 $75,787.58
$1,693.26
38 28-Oct-06 6.25% $7,574.28 $7,230.04 $344.23 $14,800.76 $76,131.81
$2,037.50
39 28-Jan-07 6.25% $7,574.28 $7,343.01 $231.26 $7,457.75 $76,363.08
$231.
26
40 28-Apr-07 6.25% $7,574.28 $7,457.75 $116.53 $0.00 $76,479.60
$347.
79
</TABLE>
<TABLE>
United States of America
Federal Communications Commission
Commercial Mobile Radio Services
Personal Communications Service roadband
21st CENTURY BIDDING CORP. Call Sign: KNLG260
PHILIP J. CHASMAR Market: B185
4665 MACARTHUR COURT, SUITE 100C HASTINGS, NE
NEWPORT BEACH, CA 92660 Channel Block: F
Filing Number:
00175-CW-L-97
The licensee hereof is authorized, for the period indicated, to construct and
operate
radio transmitting facilities in accordance with the terms and conditions
hereinafter
described. This authorization is subject to the provisions of the
Communications Act of
1934, as amended, subsequent Acts of Congress, international treaties and
agreements to
which the United States is a signatory, and all pertinent rules and regulations
of the
Federal Communications Commission, contained in the Title 47 of the U.S. Code
of Federal
Regulations.
Initial Grant Date April 28, 1997
Ten Year Build Out Date April 28, 2007
Expiration Date April 28, 2007
CONDITIONS:
Pursuant to Section 309(h) of the Communications Act of 1934, as amended, (47
U.S.C.
309(h)), this license is subject to the following conditions: This license does
not vest
in the licensee any right to operate a station nor any right in the use of
frequencies
beyond the term thereof nor in any other manner than authorized herein. Neither
this
license nor the right granted thereunder shall be assigned or otherwise
transferred in
violation of the Communications Act of 1934, as amended (47 U.S.C. 151, et
seq.). This
license is subject in terms to the right of use or control conferred by Section
706 of the
Communications Act of 1934, as amended (47 U.S.C. 606).
(Conditions continued on Page 2)
WAIVERS:
No waivers associated with this authorization.
Issue Date: 11/26/97 FCC Form 463B
April 1997
KNLG26O 21st CENTURY BIDDING CORP. 00l75-CW-L-97
This authorization is subject to the condition that, in the event that systems
using the
same frequencies as granted herein are authorized in an adjacent foreign
territory
(Canada/United States), future coordination of any base station transmitters
within 72 km
(45 miles) of the United States/Canada border shall be required to eliminate
any harmful
interference to operations in the adjacent foreign territory and to ensure
continuance of
equal access to the frequencies by both countries.
This authorization is conditioned upon the full and timely payment of all
monies due
pursuant to Sect-ions 1.2110 and 24.716 of the Commission's Rules and the terms
of t2Le
Commission's installment plan as set forth in the Note and Security Agreement
executed by
the licensee. Failure to comply with this condition will result in the
automatic
cancellation of this authorization.
INSTALLMENT PAYMENT PLAN NOTE
(Broadband Personal Communications Service, F Block: Auction Event No. 11)
US $131,249.60
Washington, D.C.
Execution Date: July 15 1997
License No.: CWB185F Effective Date: April 28, 1997
FOR VALUE RECEIVED, the undersigned, 21st CENTURY BIDDING CORP., a Delaware
Corporation
("Maker"), promises to pay to the order of the FEDERAL COMMUNICATIONS
COMMISSION, an
independent regulatory agency of the United States
("Payee" or "Commission"), the principal sum of $131,249.60 DOLLARS ("Principal
Amount"),
together with accrued interest, computed at the annual rate of six and
one-quarter percent
(6.25%) per annum ("Annual Rate") on the unpaid Principal Amount hereof, from
the date of
this Note until the date the entire Principal Amount has been paid in full.
This Note is
executed on the Execution Date set forth above but is intended for all purposes
to be
effective as of April 28, 1997.
Interest and principal shall be payable as set forth below and in accordance
with Schedule A
attached hereto and made a part hereof:
Interest only, at the Annual Rate from the date hereof shall be due and payable
in equal
consecutive quarterly installments of $2,050.78, due on July 28, 1997 and every
year on July
28, October 28, January 28. and April 28 thereafter through and including April
28, 1999.
Commencing with the payment due on July 28, 1999, Maker shall pay principal and
interest in
equal quarterly installments of $5,243.34, due on July 28, October 28, January
28, and April
28 of every year hence through and including January 28, 2007.
The entire unpaid Principal Amount, together with accrued and unpaid interest
thereon, and
all other remaining obligations of Maker hereunder, if not sooner paid, shall
be due and
payable on April 28, 2007 ("Maturity Date").
All interest shall be computed on the basis of a 360-day year for actual days
elapsed.
All payments to be made hereunder, of principal, interest, costs, expenses, or
other sums
due hereunder, shall be made to the holder of this Note in lawful money of the
United States
of America which at the time of payment shall be legal tender for the payment
of public and
private debts, free and clear and without reduction by reason of any present or
future
income, stamp or other taxes, levies, imposts, deductions, charges, compulsory
loans or
withholdings whatsoever, including interest thereon or penalties with respect
thereto, if
any imposed, assessed, levied or collected by any political subdivision or
taxing authority
thereof or therein, on or in respect of this Note or the obligations it
evidences. All
payments shall be made during normal business hours at the Commission's
designated lockbox
location as set forth from time to time in the Commission's then-applicable
orders and
regulations and/or public notices.
This Note is secured by, and entitled to the benefits of, a Security Agreement
(the
"Security Agreement") of even date between Maker and Payee. All the terms,
covenants,
conditions and agreements contained in the Security Agreement are hereby
incorporated herein
and made part of this Note to the same extent and effect as if fully set forth
herein. It is
expressly understood by Maker that all of the terms of the Security Agreement
apply to this
Note, and that reference in the Security Agreement to "this Agreement" includes
both the
Security Agreement and this Note.
IT IS HEREBY EXPRESSLY AGREED THAT TIME IS OF THE ESSENCE FOR THE PERFORMANCE
OF EACH AND
EVERY OF THE TERMS AND CONDITIONS UNDER THIS NOTE AND THE SECURITY AGREEMENT.
A default under this Note ("Event of Default") shall occur upon any or all of
the
following:
a. Any non-payment by Maker of any Principal and/or Interest on the due date as
specified
hereinabove if the Maker remains delinquent for more than 90 days and
(1) Maker has not submitted a request, in writing, for a grace period or
extension of payments, if any such grace period or extension of payments is
provided for in the then-applicable orders and regulations of the
Commission; or
(2) Maker has submitted a request, in writing, for a grace period or extension
of payments, if any such grace period or extension of payments is provided
for in the then-applicable orders and regulations of the Commission, and
following the expiration of the grant of such grace period or extension or
upon denial of such a request for a grace period or extension, Maker has not
resumed payments of Principal and/or Interest in accordance with the terms
of this Note; or
b. An involuntary case is commenced against the Maker (or any of Maker's
Affiliates)
and the petition shall not have been dismissed, stayed, bonded or discharged
within sixty
(60) days after commencement of the case; or a court having jurisdiction in the
premises
shall enter a decree or order for relief in respect of the Maker (or any of the
Maker's
Affiliates) in an involuntary case, under any applicable bankruptcy, insolvency
or other
similar law now or hereinafter in effect, or any other similar relief shall be
granted under
any applicable federal, state, local or foreign law; or,
c. A decree or order of a court having jurisdiction in the premises for the
appointment of a receiver, liquidator, sequestrator, trustee, custodian or
other officer
having similar powers over the Maker (or any of the Maker's Affiliates) or over
all or a
substantial part of the property of the Maker (or any of the Maker's
Affiliates) shall be
entered; or an interim receiver, trustee or other custodian of the Maker (or
any of the
Maker's Affiliates) or of all or a substantial part of the property of the
Maker (or any of
the Maker's Affiliates) shall be appointed or a warrant of attachment,
execution, or similar
process against any substantial part of the property of the Maker (or any of
the Maker's
Affiliates) shall be issued and any such event shall not be stayed, dismissed,
bonded or
discharged within sixty (60) days after entry, appointment or issuance; or
d. The Maker (or any of the Maker's Affiliates) shall (1) commence a voluntary
case
under any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect,
(2) consent to the entry of an order for relief in an involuntary case, or to
the conversion
of an involuntary case to a voluntary case, under any such law, (3) consent to
the
appointment of or taking possession by a receiver, trustee or other custodian
for all or a
substantial part of its property, (4) make any assignment for the benefit of
creditors, or
(5) take any corporate action to authorize any of the foregoing; or
e. Any failure by Maker to comply with any other condition (as set forth in the
Security Agreement) for holding the above referenced License as set forth in
the License or
in the
Communications Act of 1934, as amended, or the then-applicable orders and
regulations of the
Commission, and such failure is not cured within five (5) business days after
notice of same
from
the Payee or its designee; or
f. Any violation by Maker of any other covenant or term of this Note or the
Security
Agreement. and such violation is not cured within five (5) business days after
notice of
same from the Payee or its designee.
As used herein, "Affiliate" shall mean any individual or entity that: (i)
directly or
indirectly controls or has the power to control the Maker, or (ii) is directly
or indirectly
controlled by the Maker, or (iii) is directly or indirectly controlled by a
third party or
parties that also controls or has the power to control the Maker. "Affiliate"
shall not
include, however, such persons or entities as Payee shall agree, in writing,
may be excluded
from such definition.
Upon any Event of Default under this Note, Payee may assess a late fee and/or
administrative
charge, plus the costs of collection, litigation, attorneys' fees, and default
payment as
specified in the then-applicable orders and regulations of the Commission, as
amended, and
Maker acknowledges that it is liable and herein expressly promises to pay on
demand such
additional costs, expenses, late charges, administrative charges, attorneys
fees, and
default payment. The Maker hereby acknowledges that a late fee of 5% (five
percent) of the
payment due shall be added to each payment of moneys due under this Note that
is not timely
paid under the terms of this Note.
Upon any Event of Default under this Note, the unpaid Principal Amount, plus
all unpaid
interest accrued thereon, together with any late fee and/or administrative
charge, plus the
costs of collection, litigation, attorneys' fees, and default payment as
specified in the
then-applicable orders and regulations of the Commission, as amended, shall
become
immediately due and payable.
The Maker hereby acknowledges that the Commission has granted Maker the above
referenced
License pursuant to the Communications Act of 1934, as amended, conditioned
upon full and
timely payment of financial obligations under the Commission' s installment
payment plan, as
set forth in the then-applicable orders and regulations of the Commission, as
amended, in
addition to the rights and remedies set forth in this Note and the Security
Agreement and
regardless of the enforceability thereof, and that the sanctions and
enforcement authority
of the Commission, including the cancellation of the License, shall remain
applicable in the
event of a failure to comply with the terms and conditions of the License.
Maker further
acknowledges that the rights of the Payee under this Note and the Security
Agreement shall
be in addition to, and in no respect in derogation of or in substitution for
the rights of
the Commission under the License and under the then-applicable orders and
regulations of the
Commission, and that nothing in this Note or the Security Agreement shall limit
the right of
the Commission to treat the License as a conditional license dependant on full
and complete
compliance by the Maker at all times with all the terms and conditions of the
License,
including full and timely payment of financial obligations under the
Commission's
installment payment plan.
No delay or omission on the part of Payee in exercising any right under this
Note, the
Security Agreement, the License, or any other instrument securing this Note,
shall operate
as a waiver of such right or of any other right of Payee, nor shall any waiver
by Payee of
any such right or rights on any one occasion be deemed a bar to or waiver of
the same right
or rights on any future occasion.
Maker is liable for all costs of collection or enforcement of the Payee's
rights under this
Note, the Security Agreement, the License or under any other instrument now or
hereafter
executed by Maker in favor of Payee which in any manner evidences, governs or
secures this
Note, including reasonable attorneys' fees, whether suit is brought or not, and
all such
costs shall be paid by the Maker on demand, and whether or not such collection
or
enforcement occurs in any bankruptcy, reorganization, receivership or other
proceedings
involving creditors' rights or involving a claim under this Note or any of the
other
documents evidencing, governing or securing the obligation of Maker to fully
and timely pay
all obligations of Maker under the Commission's installment payment plan.
Maker, all endorsers and guarantors hereof and any other party who may become
liable for all
or any part of the obligation evidenced hereby, waive presentment for payment,
notice or
dishonor, protest and notice of protest, notice of nonpayment and any and all
lack of
diligence or delays in collection or enforcement of or with respect to this
Note, the
Security Agreement, or the License.
Maker may prepay all or any part of the Principal Amount without premium or
penalty upon ten
(10) days' prior written notice to Payee, given in the manner provided in the
Security
Agreement.
Partial prepayments shall not postpone or reduce regular payments to be made
hereunder. All
such prepayments shall be applicable first to the payment of late charges, if
any, costs and
expenses, and administrative penalties due hereunder, then to accrued and
unpaid interest,
then to that portion of the unpaid Principal Amount due on the Maturity Date
and then, if
applicable, to any unpaid installments of principal in the inverse order of
installment
maturities. The Payee may require that any partial prepayments be made on the
dates
installments of principal and/or interest are due hereunder.
Anything to the contrary notwithstanding, Payee shall not charge, take or
receive, and Maker
shall not be obligated to pay to Payee, any amounts constituting interest on
the Principal
Amount in excess of the maximum rate permitted by applicable law. If by reason
of the
acceleration of the unpaid Principal Amount or otherwise, interest in excess of
the highest
legal contract rate permitted by applicable law shall at any time be paid, any
such excess
shall constitute and be treated as a payment of outstanding principal hereunder
and shall
operate to reduce such outstanding Principal Amount.
ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS NOTE, THE
SECURITY AGREEMENT, OR OTHER DOCUMENTS EVIDENCING, GOVERNING
OR SECURING THE OBLIGATIONS EVIDENCED HEREBY (OTHER THAN
ACTION BY THE COMMISSION PURSUANT TO THE LICENSE, ITS RULES, OR
REGULATIONS, WHICH SHALL BE BROUGHT BEFORE THE COMMISSION)
SHALL ONLY BE BROUGHT IN THE UNITED STATES DISTRICT COURT FOR
THE DISTRICT OF COLUMBIA, AND, BY EXECUTION AND DELIVERY OF THIS
NOTE AND SECURITY AGREEMENT, THE MAKER HEREBY ACCEPTS FOR
ITSELF AND IN RESPECT OF ITS PROPERTY GENERALLY AND
UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURT. THE
PARTIES HERETO HEREBY IRREVOCABLY WAIVE ANY OBJECTION,
INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF
VENUE OR BASED ON THE GROUNDS OF FOR UM NON CON VENIENS, WHICH
ANY OF THEM MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY
SUCH ACTION OR PROCEEDING IN THE DISTRICT OF COLUMBIA.
THE MAKER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS
OF THE AFOREMENTIONED COURT IN ANY SUCH ACTION OR PROCEEDING
BY THE MAILING OF A COPY THEREOF BY CERTIFIED MAIL, RETURN
RECEIPT REQUESTED, POSTAGE PREPAID, TO THE MAKER AT ITS ADDRESS
PROVIDED IN THE SECURITY AGREEMENT. SUCH SERVICE SHALL BE
DEEMED TO HAVE OCCURRED ON THE THIRD DAY AFTER SUCH MAILING.
NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHT OF PAYEE TO
SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR
COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE
MAKER IN ANY OTHER JURISDICTION.
EACH OF THE PARTIES HERETO HEREBY KNOWINGLY, WILLINGLY,
VOLUNTARILY, UNCONDITIONALLY, IRREVOCABLY AND INTENTIONALLY
FOREVER WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN RESPECT
OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN
CONNECTION WITH THIS NOTE, THE SECURITY AGREEMENT, OR OTHER
DOCUMENTS EVIDENCING OR SECURING THE DEBT TRANSACTION
EVIDENCED HEREBY, ANY COURSE OF CONDUCT, COURSE OF DEALING,
STATEMENTS (VERBAL OR WRITTEN) OR ACTION OF ANY PERSON OR ANY
EXERCISE BY ANY PARTY OF ITS RESPECTIVE RIGHTS UNDER THIS
TRANSACTION, DOCUMENT OR ANY RELATED DOCUMENT OR IN ANY WAY
RELATING TO THE COLLATERAL (INCLUDING, WITHOUT LIMITATION, ANY
ACTION TO RESCIND OR CANCEL THIS TRANSACTION OR ANY CLAIMS OR
DEFENSES ASSERTING THAT THIS TRANSACTION, IN WHOLE OR IN PART,
WAS FRAUDULENTLY INDUCED OR IS OTHERWISE VOID OR VOIDABLE).
MAKER REPRESENTS THAT NO ORAL OR WRITTEN STATEMENTS HAVE BEEN
MADE BY ANY PARTY TO EXCLUDE THIS SUBMISSION TO JURISDICTION AND
WAIVER OF TRIAL BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS
STATED EFFECT. MAKER FURTHER REPRESENTS THAT IT HAS BEEN
REPRESENTED BY INDEPENDENT COUNSEL, SELECTED BY ITS OWN FREE
WILL, IN SIGNING THIS NOTE AND IN THE MAKING OF THIS WAIVER AND
THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH SUCH COUNSEL.
THIS PROVISION IS A MATERIAL INDUCEMENT FOR PAYEE TO ENTER INTO THIS
TRANSACTION AND THE VARIOUS DOCUMENTS RELATED THERETO.
Maker acknowledges that this Note and Security Agreement (and any attachments
affixed
thereto by the Payee with the permission and knowledge of the Maker), along
with the terms
of the License and the then-current applicable Commission orders and
regulations and the
Communications Act of 1934, as amended, set forth the entire agreement, written
and oral, of
the parties concerning the granting of the License and the conditions under
which Maker is
entitled to hold the License, and all inconsistent prior statements,
understandings,
notices, representations and agreements between the parties, oral or written,
are superseded
by and merged in the License, the then-current applicable Commission orders and
regulations,
this Note, the Security Agreement or other documents evidencing, governing or
securing the
obligations evidenced hereby. Notwithstanding the foregoing, Maker's rights
shall be subject
to all Commission rules and regulations with respect to representations made by
the Maker in
connection with its application for the License or otherwise.
If any provision or part of this Note and/or the Security Agreement shall for
any reason be
held or deemed to be invalid, illegal, or unenforceable in any respect, such
invalidity,
illegality or unenforceability shall not affect any other provision of this
Note and this
Note shall be construed as if such invalid, illegal or unenforceable provision
had never
been contained herein and the remaining provisions of this Note shall remain in
full force
and effect. The enforceability of the Note and/or the Security Agreement do not
limit the
obligations of the Maker or the rights of the Commission under the
Communications Act of
1934, as amended. under the License, or under the then-applicable orders and
regulations of
the Commission, as amended.
Any notice demand or request hereunder shall be given in the manner set forth
in the
Security Agreement.
This Note shall be governed by and construed in accordance with the
Communications Act of
1934. as amended, the then-applicable orders and regulations of the Commission,
and federal
law. Nothing in this Note shall be deemed to modify any then-applicable orders
and
regulations of the Commission or the conditions of the License, and nothing in
this Note
shall be deemed to release the Maker from compliance therewith. This Note may
not be
changed, modified, waived, terminated or discharged orally, but only by an
agreement in
writing executed by the party against whom enforcement of any such change,
modification,
waiver, termination, or discharge is sought.
Maker represents and warrants that any statements made by it in the Security
Agreement or
this Note: (i) are true and accurate in all material respects; and (ii) do not
omit any
material facts or information the absence of which would make such statement
misleading in
the context of Payee's evaluation of this Note, and acknowledges and agrees
that Payee is
entitled to and has relied on such statements in agreeing to the Note.
Payee shall have the right at any time to assign, endorse, pledge, convey or
otherwise
transfer this Note and all of the other documents evidencing, governing or
securing this
Note or the obligations of Maker with respect to the License to any party. From
and after
the date of such assignment, endorsement, pledge, conveyance or other transfer,
such
transferee shall be entitled to exercise any and all rights and remedies of
Payee hereunder.
Maker shall not assign, convey or otherwise transfer its rights and obligations
hereunder
without the prior written consent of the Commission.
Date: July 15, 1997 21stCENTURYBIDDINGCORP. [NAME OF MAKER]
Philip J. Chasmar
Its: President
Schedule A
License Number: CW8185F
INSTALLMENT PLAN C AMORTIZATION SCHEDULE
for Federal Communications Commission F-Block Licenses
(Interest-only Payments for the First Two Years)
Grant Date Org Bal Org Rate Terms (yrs) 1st PMT Future Val
28-Apr-97 $131,249.60 6.25% 10 28-Jul-97 0
<CAPTION>
Pmt# Date Yr P&I Pmt Principal Interest New Balance Cum. Int Yearly
Total Amt
Rate (Prin Only)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 28-Jul-97 6.25% $2,050.78 $0.00 $2,050.78 $131,249.60 $2,050.78
$
2,050.78
2 28-Oct-97 6.25% $2,050.78 $0.00 $2,050.78 $131,249.60 $4,101.55
$
4,101.55
3 28-Jan-98 6.25% $2,050.78 $0.00 $2,050.78 $131,249.60 $6,152.33
$
2,050.78
4 28-Apr-98 6.25% $2,050.78 $0.00 $2,050.78 $131,249.60 $8,203.10
$
4,101.55
5 28-Jul-98 6.25% $2,050.78 $0.00 $2,050.78 $131,249.60 $10,253.88
$6,152.33
6 28-Oct-98 6.25% $2,050.78 $0.00 $2,050.78 $131,249.60 $12,304.65
$8,203.10
7 28-Jan-99 6.25% $2,050.78 $0.00 $2,050.78 $131,249.60 $14,355.43
$2,050.78
8 28-Apr-99 6.25% $2,050.78 $0.00 $2,050.78 $131,249.60 $16,406.20
$4,101.55
9 28-Jul-99 6.25% $5,243.34 $3,192.57 $2,050.78 $128,057.03 $18,456.98
$6,152.33
10 28-Oct-99 6.25% $5,243.34 $3,242.45 $2,000.89 $124,814.59 $20,457.87
$8,153.22
11 28-Jan-00 6.25% $5,243.34 $3,293 11 $1,950.23 $121,521.47 $22,408.09
$1,950.23
12 28-Apr-00 6.25% $5,243.34 $3,344.57 $1,898.77 $118,176.91 $24,306.87
$3,849.00
13 28-Jul-00 6.25% $5,243.34 $3,396.83 $1,846.51 $114,780.08 $26,153.38
$5,695.52
14 28-Oct-00 6.25% $5,243.34 $3,449.90 $1,793.44 $111,330 18 $27,946.82
$7,488.95
15 28-Jan-01 6.25% $5,243.34 $3,503.81 $1,739.53 $107,826.37 $29,686.35
$1,739.53
16 28-Apr-01 6.25% $5,243.34 $3,558.55 $1,684.79 $104,267.82 $31,371.14
$3,424.32
17 28-Jul-01 6.25% $5,243.34 $3,614.16 $1,629.18 $100,653.66 $33,000.33
$5,053.51
18 28-Oct-01 6.25% $5,243.34 $3,670.63 $1,572.71 $96,983.03 $34,573.04
$6,626.22
19 28-Jan-02 6.25% $5,243.34 $3,727.98 $1,515.36 $93,255.05 $36,088.40
$1,515.36
20 28-Apr-02 6.25% $5,243.34 $3,786.23 $1,457.11 $89,468.82 $37,545.51
$2,972.47
21 28-Jul-02 6.25% $5,243.34 $3,845.39 $1,397.95 $85,623.43 $38,943.46
$4,370.42
22 28-Oct-02 6.25% $5,243.34 $3,905.47 $1,337.87 $81,717.96 $40,281.33
$5,708.29
23 28-Jan-03 6.25% $5,243.34 $3,966.50 $1,276.84 $77,751.46 $41,558.17
$1,276.84
24 28-Apr-03 6.25% $5,243.34 $4,028.47 $1,214.87 $73,722.99 $42,773.04
$2,491.71
25 28-Jul-03 6.25% $5,243.34 $4,091.42 $1,151.92 $69,631.57 $43,924.96
$3,643.63
26 28-Oct-03 6.25% $5,243.34 $4,155.35 $1,087.99 $65,476.22 $45,012.95
$4,731.62
27 28-Jan-04 6.25% $5,243.34 $4,220.27 $1,023.07 $61,255.95 $46,036.02
$1,023.07
28 28-Apr-04 6.25% $5,243.34 $4,286.22 $957.12 $56,969.73 $46,993.14
$1,980.19
29 28-Jul-04 6.25% $5,243.34 $4,353.19 $890.15 $52,616.54 $47,883.29
$2,870 34
30 28-Oct-04 6.25% $5,243.34 $4,421.21 $822.13 $48,195.33 $48,705.43
$3,692.48
31 28-Jan-05 6.25% $5,243.34 $4,490.29 $753.05 $43,705.05 $49,458.48
$753.05
32 28-Apr-05 6.25% $5,243.34 $4,560.45 $682.89 $39,144.60 $50,141.37
$1,435.94
33 28-Jul-05 6.25% $5,243.34 $4,631.71 $611.63 $34,512.89 $50,753.00
$2,047.58
34 28-Oct-05 6.25% $5,243.34 $4,704.08 $539.26 $29,808.81 $51,292.27
$2,586.84
35 28-Jan-06 6.25% $5,243.34 $4,777.58 $465.76 $25,031.24 $51,758.03
$465.76
36 28-Apr-06 6.25% $5,243.34 $4,852.23 $391.11 $20,179.01 $52,149.14
$856.88
37 28-Jul-06 6.25% $5,243.34 $4,928.04 $315.30 $15,250.97 $52,464.44
$1,172.17
38 28-Oct-06 6.25% $5,243.34 $5,005.04 $238.30 $10,245.92 $52,702.74
$1,410.47
39 28-Jan-07 6.25% $5,243.34 $5,083.25 $160.09 $5,162.67 $52,862.83
$160.
09
40 28-Apr-07 6.25% $5,243.34 $5,162.67 $80.67 $0.00 $52,943.50
$240.
76
</TABLE>
<TABLE>
United States of America
Federal Communications Commission
RADIO STATION AUTHORIZATION
Commercial Mobile Radio Services
Personal Communications Service roadband
21st CENTURY BIDDING CORP. Call Sign: KNLG26l
PHILIP J. CHASMAR Market: B204
4665 MACARTHUR COURT, SUITE 100 C INDIANAPOLIS, IN
NEWPORT BEACH, CA 92660 Channel Block: F
Filing Number: 00176-CW-L-9
The licensee hereof is authorized, for the period indicated, to construct and
operate radio
transmitting facilities in accordance with the terms and conditions hereinafter
described.
This authorization is subject to the provisions of the Communications Act of
1934, as
amended, subsequent Acts of Congress, international treaties and agreements to
which the
United States is a signatory, and all pertinent rules and regulations of the
Federal
Communications Commission, contained in the Title 47 of the U.S. Code of
Federal
Regulations.
Initial Grant Date April 28, 1997
Ten Year Build Out Date April 28, 2007
Expiration Date April 28, 2007
CONDITIONS:
Pursuant to Section 309(h) of the Communications Act of 1934, as amended, (47
U.S.C.
309(h)), this license is subject to the following conditions: This license does
not vest
in the licensee any right to operate a station nor any right in the use of
frequencies
beyond the term thereof nor in any other manner than authorized herein. Neither
this
license nor the right granted thereunder shall be assigned or otherwise
transferred in
violation of the Communications Act of 1934, as amended (47 U.S.C. 151, et
seq.). This
license is subject in terms to the right of use or control conferred by Section
706 of the
Communications Act of 1934, as amended (47 U.S.C. 606).
(Conditions continued on Page 2)
WAIVERS:
No waivers associated with this authorization.
Issue Date: 11/26/97 FCC Form 463B
April 1997
KNLG26l 21st CENTURY BIDDING CORP. 00176-CW-L-97
This authorization is subject to the condition that, in the event that systems
using the
same frequencies as granted herein are authorized in an adjacent foreign
territory
(Canada/United States), future coordination of any base station transmitters
within 72 km
(45 miles) of the United States/Canada border shall be required to eliminate
any harmful
interference to operations in the adjacent foreign territory and to ensure
continuance of
equal access to the frequencies by both countries.
This authorization is conditioned upon the full and timely payment of all
monies due
pursuant to Sections 1.2110 and 24.716 of the Commission's Rules and the terms
of the
Commission's installment plan as set forth in the Note and Security Agreement
executed by
the licensee. Failure to comply with this condition will result in -the
automatic
cancellation of this authorization.
Issue Date: 11/26/97
INSTALLMENT PAYMENT PLAN NOTE
(Broadband Personal Communications Service. F Block: Auction Event No. 11)
US $1,980,326.40 Washington, D.C.
Execution Date: July 15 . 1997
License No.: CWB2O4F Effective Date: April 28, 1997
FOR VALUE RECEIVED, the undersigned. 21st CENTURY BIDDING CORP., a Delaware
Corporation
("Maker"), promises to pay to the order of the FEDERAL COMMUNICATIONS
COMMISSION, an
independent regulatory agency of the United States ("Payee" or "Commission"),
the principal
sum of $1,980,326.40 DOLLARS ("Principal Amount"), together with accrued
interest, computed
at the annual rate of six and one-quarter percent (6.25%) per annum ("Annual
Rate") on the
unpaid Principal Amount hereof, from the date of this Note until the date the
entire
Principal Amount has been paid in full. This Note is executed on the Execution
Date set
forth above but is intended for all purposes to be effective as of April 28,
1997.
Interest and principal shall be payable as set forth below and in accordance
with Schedule A
attached hereto and made a part hereof:
Interest only, at the Annual Rate from the date hereof shall be due and payable
in equal
consecutive quarterly installments of $30,942.60, due on July 28, 1997 and
every year on
July 28, October 28, January 28, and April 28 thereafter through and including
April 28,
1999.
Commencing with the payment due on July 28. 1999. Maker shall pay principal and
interest in
equal quarterly installments of $79,112.82, due on July 28, October 28, January
28, and
April 28 of every year hence through and including January 28, 2007.
The entire unpaid Principal Amount, together with accrued and unpaid interest
thereon, and
all other remaining obligations of Maker hereunder, if not sooner paid, shall
be due and
payable on April 28, 2007 ("Maturity Date").
All interest shall be computed on the basis of a 360-day year for actual days
elapsed.
All payments to be made hereunder, of principal, interest, costs, expenses, or
other sums
due hereunder, shall be made to the holder of this Note in lawful money of the
United States
of America which at the time of payment shall be legal tender for the payment
of public and
private debts, free and clear and without reduction by reason of any present or
future
income, stamp or other taxes, levies. imposts, deductions, charges, compulsory
loans or
withholdings whatsoever, including interest thereon or penalties with respect
thereto, if
any imposed, assessed, levied or collected by any political subdivision or
taxing authority
thereof or therein, on or in respect of this Note or the obligations it
evidences. All
payments shall be made during normal business hours at the Commission's
designated lockbox
location as set forth from time to time in the Commission's then-applicable
orders and
regulations andlor public notices.
This Note is secured by, and entitled to the benefits of, a Security Agreement
(the
"Security Agreement") of even date between Maker and Payee. All the terms,
covenants,
conditions and agreements contained in the Security Agreement are hereby
incorporated herein
and made part of this Note to the same extent and effect as if fully set forth
herein. It is
expressly understood by Maker that all of the terms of the Security Agreement
apply to this
Note, and that reference in the Security Agreement to "this Agreement" includes
both the
Security Agreement and this Note.
IT IS HEREBY EXPRESSLY AGREED THAT TIME IS OF THE ESSENCE FOR THE PERFORMANCE
OF EACH AND
EVERY OF THE TERMS AND CONDITIONS UNDER THIS NOTE AND THE SECURITY AGREEMENT.
A default under this Note ("Event of Default") shall occur upon any or all of
the
following:
a. Any non-payment by Maker of any Principal and/or Interest on the due date as
specified
hereinabove if the Maker remains delinquent for more than 90 days and
(1) Maker has not submitted a request, in writing, for a grace period or
extension of payments, if any such grace period or extension of payments is
provided for in the then-applicable orders and regulations of the
Commission; or
(2) Maker has submitted a request, in writing, for a grace period or extension
of
payments, if any such grace period or extension of payments is provided for
in the then-applicable orders and regulations of the Commission, and
following the expiration of the grant of such grace period or extension or
upon denial of such a request for a grace period or extension, Maker has not
resumed payments of Principal and/or Interest in accordance with the terms
of this Note; or
b. An involuntary case is commenced against the Maker (or any of Maker's
Affiliates)
and the petition shall not have been dismissed, stayed, bonded or discharged
within sixty
(60) days after commencement of the case; or a court having jurisdiction in the
premises
shall enter a decree or order for relief in respect of the Maker (or any of the
Maker's
Affiliates) in an involuntary case, under any applicable bankruptcy, insolvency
or other
similar law now or hereinafter in effect, or any other similar relief shall be
granted under
any applicable federal, state, local or foreign law; or,
c. A decree or order of a court having jurisdiction in the premises for the
appointment
of a receiver, liquidator, sequestrator, trustee, custodian or other officer
having similar
powers over the Maker (or any of the Maker's Affiliates) or over all or a
substantial part
of the property of the Maker (or any of the Maker's Affiliates) shall be
entered; or an
interim receiver, trustee or other custodian of the Maker (or any of the
Maker's Affiliates)
or of all or a substantial part of the property of the Maker (or any of the
Maker's
Affiliates) shall be appointed or a warrant of attachment, execution, or
similar process
against any substantial part of the property of the Maker (or any of the
Maker's Affiliates)
shall be issued and any such event shall not be stayed, dismissed, bonded or
discharged
within sixty (60) days after entry, appointment or issuance; or
d. The Maker (or any of the Maker's Affiliates) shall (1) commence a voluntary
case
under any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect,
(2) consent to the entry of an order for relief in an involuntary case, or to
the conversion
of an involuntary case to a voluntary case, under any such law, (3) consent to
the
appointment of or taking possession by a receiver, trustee or other custodian
for all or a
substantial part of its property, (4) make any assignment for the benefit of
creditors, or
(5) take any corporate action to authorize any of the foregoing; or
e. Any failure by Maker to comply with any other condition (as set forth in the
Security Agreement) for holding the above referenced License as set forth in
the License or
in the
Communications Act of 1934, as amended, or the then-applicable orders and
regulations of the
Commission, and such failure is not cured within five (5) business days after
notice of same
from
the Payee or its designee; or
f. Any violation by Maker of any other covenant or term of this Note or the
Security
Agreement, and such violation is not cured within five (5) business days after
notice of
same from the Payee or its designee.
As used herein, "Affiliate" shall mean any individual or entity that: (i)
directly or
indirectly controls or has the power to control the Maker, or (ii) is directly
or indirectly
controlled by the Maker, or (iii) is directly or indirectly controlled by a
third party or
parties that also controls or has the power to control the Maker. "Affiliate"
shall not
include, however, such persons or entities as Payee shall agree, in writing,
may be excluded
from such definition.
Upon any Event of Default under this Note, Payee may assess a late fee and/or
administrative
charge, plus the costs of collection, litigation, attorneys' fees, and default
payment as
specified in the then-applicable orders and regulations of the Commission, as
amended, and
Maker acknowledges that it is liable and herein expressly promises to pay on
demand such
additional costs, expenses, late charges, administrative charges, attorneys
fees, and
default payment. The Maker hereby acknowledges that a late fee of 5% (five
percent) of the
payment due shall be added to each payment of moneys due under this Note that
is not timely
paid under the terms of this Note.
Upon any Event of Default under this Note, the unpaid Principal Amount, plus
all unpaid
interest accrued thereon, together with any late fee and/or administrative
charge, plus the
costs of collection, litigation, attorneys' fees, and default payment as
specified in the
then-applicable orders and regulations of the Commission, as amended, shall
become
immediately due and payable.
The Maker hereby acknowledges that the Commission has granted Maker the above
referenced
License pursuant to the Communications Act of 1934, as amended, conditioned
upon full and
timely payment of financial obligations under the Commission's installment
payment plan, as
set forth in the then-applicable orders and regulations of the Commission, as
amended, in
addition to the rights and remedies set forth in this Note and the Security
Agreement and
regardless of the enforceability thereof, and that the sanctions and
enforcement authority
of the Commission, including the cancellation of the License, shall remain
applicable in the
event of a failure to comply with the terms and conditions of the License.
Maker further
acknowledges that the rights of the Payee under this Note and the Security
Agreement shall
be in addition to, and in no respect in derogation of or in substitution for
the rights of
the Commission under the License and under the then-applicable orders and
regulations of the
Commission, and that nothing in this Note or the Security Agreement shall limit
the right of
the Commission to treat the License as a conditional license dependant on full
and complete
compliance by the Maker at all times with all the terms and conditions of the
License,
including full and timely payment of financial obligations under the
Commission's
installment payment plan.
No delay or omission on the part of Payee in exercising any right under this
Note, the
Security Agreement, the License, or any other instrument securing this Note,
shall operate
as a waiver of such right or of any other right of Payee. nor shall any waiver
by Payee of
any such right or rights on any one occasion be deemed a bar to or waiver of
the same right
or rights on any future occasion.
Maker is liable for all costs of collection or enforcement of the
Payee's rights under this Note, the Security Agreement. The
License or under any other instrument now or hereafter executed by Maker in
favor of Payee which in
any manner evidences, governs or secures this Note, including reasonable
attorneys' fees, whether suit
is brought or not, and all such costs shall be paid by the Maker on demand, and
whether or not such
collection or enforcement occurs in any bankruptcy, reorganization,
receivership or other proceedings
involving creditors' rights or involving a claim under this Note or any of the
other documents
evidencing, governing or securing the obligation of Maker to fully and timely
pay all obligations of
Maker under the Commission's installment payment plan.
Maker, all endorsers and guarantors hereof and any other party who may become
liable for all
or any part of the obligation evidenced hereby, waive presentment for payment,
notice or
dishonor, protest and notice of protest, notice of nonpayment and any and all
lack of
diligence or delays in collection or enforcement of or with respect to this
Note, the
Security Agreement, or the License.
Maker may prepay all or any part of the Principal Amount without premium or
penalty upon ten
(10) days' prior written notice to Payee, given in the manner provided in the
Security
Agreement.
Partial prepayments shall not postpone or reduce regular payments to be made
hereunder. All
such prepayments shall be applicable first to the payment of late charges, if
any, costs and
expenses, and administrative penalties due hereunder, then to accrued and
unpaid interest,
then to that portion of the unpaid Principal Amount due on the Maturity Date
and then, if
applicable, to any unpaid installments of principal in the inverse order of
installment
maturities. The Payee may require that any partial prepayments be made on the
dates
installments of principal and/or interest are due hereunder.
Anything to the contrary notwithstanding, Payee shall not charge, take or
receive, and Maker
shall not be obligated to pay to Payee, any amounts constituting interest on
the Principal
Amount in excess of the maximum rate permitted by applicable law. If by reason
of the
acceleration of the unpaid Principal Amount or otherwise, interest in excess of
the highest
legal contract rate permitted by applicable law shall at any time be paid. any
such excess
shall constitute and be treated as a payment of outstanding principal hereunder
and shall
operate to reduce such outstanding Principal Amount.
ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS NOTE, THE
SECURITY AGREEMENT, OR OTHER DOCUMENTS EVIDENCING, GOVERNING
OR SECURING THE OBLIGATIONS EVIDENCED HEREBY (OTHER THAN
ACTION BY THE COMMISSION PURSUANT TO THE LICENSE, ITS RULES, OR
REGULATIONS, WHICH SHALL BE BROUGHT BEFORE THE COMMISSION)
SHALL ONLY BE BROUGHT IN THE UNITED STATES DISTRICT COURT FOR
THE DISTRICT OF COLUMBIA, AND, BY EXECUTION AND DELIVERY OF THIS
NOTE AND SECURITY AGREEMENT, THE MAKER HEREBY ACCEPTS FOR
ITSELF AND IN RESPECT OF ITS PROPERTY GENERALLY AND
UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURT. THE
PARTIES HERETO HEREBY IRREVOCABLY WAIVE ANY OBJECTION,
INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF
VENUE OR BASED ON THE GROUNDS OF FOR UM NON CONVENIENS, WHICH
ANY OF THEM MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY
SUCH ACTION OR PROCEEDING IN THE DISTRICT OF COLUMBIA.
THE MAKER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS
OF THE AFOREMENTIONED COURT IN ANY SUCH ACTION OR PROCEEDING
BY THE MAILING OF A COPY THEREOF BY CERTIFIED MAIL, RETURN
RECEIPT REQUESTED, POSTAGE PREPAID, TO THE MAKER AT ITS ADDRESS
PROVIDED IN THE SECURITY AGREEMENT. SUCH SERVICE SHALL BE
DEEMED TO HAVE OCCURRED ON THE THIRD DAY AFTER SUCH MAILING.
NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHT OF PAYEE TO
SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR
COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE
MAKER IN ANY OTHER JURISDICTION.
EACH OF THE PARTIES HERETO HEREBY KNOWINGLY, WILLINGLY,
VOLUNTARILY, UNCONDITIONALLY, IRREVOCABLY AND INTENTIONALLY
FOREVER WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN RESPECT
OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN
CONNECTION WITH THIS NOTE, THE SECURITY AGREEMENT, OR OTHER
DOCUMENTS EVIDENCING OR SECURING THE DEBT TRANSACTION
EVIDENCED HEREBY, ANY COURSE OF CONDUCT, COURSE OF DEALING,
STATEMENTS (VERBAL OR WRITTEN) OR ACTION OF ANY PERSON OR ANY
EXERCISE BY ANY PARTY OF ITS RESPECTIVE RIGHTS UNDER THIS
TRANSACTION, DOCUMENT OR ANY RELATED DOCUMENT OR IN ANY WAY
RELATING TO THE COLLATERAL (INCLUDING, WITHOUT LIMITATION, ANY
ACTION TO RESCIND OR CANCEL THIS TRANSACTION OR ANY CLAIMS OR
DEFENSES ASSERTING THAT THIS TRANSACTION, IN WHOLE OR IN PART,
WAS FRAUDULENTLY INDUCED OR IS OTHERWISE VOID OR VOIDABLE).
MAKER REPRESENTS THAT NO ORAL OR WRITTEN STATEMENTS HAVE BEEN
MADE BY ANY PARTY TO EXCLUDE THIS SUBMISSION TO JURISDICTION AND
WAIVER OF TRIAL BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS
STATED EFFECT. MAKER FURTHER REPRESENTS THAT IT HAS BEEN
REPRESENTED BY INDEPENDENT COUNSEL, SELECTED BY ITS OWN FREE
WILL, IN SIGNING THIS NOTE AND IN THE MAKING OF THIS WAIVER AND
THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH SUCH COUNSEL. THIS
PROVISION IS
A MATERIAL INDUCEMENT FOR PAYEE TO ENTER INTO THIS TRANSACTION AND THE VARIOUS
DOCUMENTS
RELATED THERETO.
Maker acknowledges that this Note and Security Agreement (and any attachments
affixed
thereto by the Payee with the permission and knowledge of the Maker), along
with the terms
of the License and the then-current applicable Commission orders and
regulations and the
Communications Act of 1934, as amended, set forth the entire agreement, written
and oral, of
the parties concerning the granting of the License and the conditions under
which Maker is
entitled to hold the License, and all inconsistent prior statements,
understandings,
notices, representations and agreements between the parties, oral or written,
are superseded
by and merged in the License, the then-current applicable Commission orders and
regulations,
this Note, the Security Agreement or other documents evidencing, governing or
securing the
obligations evidenced hereby. Notwithstanding the foregoing, Maker's rights
shall be subject
to all Commission rules and regulations with respect to representations made by
the Maker in
connection with its application for the License or otherwise.
If any provision or part of this Note and/or the Security Agreement shall for
any reason be
held or deemed to be invalid, illegal, or unenforceable in any respect, such
invalidity,
illegality or unenforceability shall not affect any other provision of this
Note and this
Note shall be construed as if such invalid, illegal or unenforceable provision
had never
been contained herein and the remaining provisions of this Note shall remain in
full force
and effect. The enforceability of the Note and/or the Security Agreement do not
limit the
obligations of the Maker or the rights of the Commission under the
Communications Act of
1934, as amended, under the License, or under the then-applicable orders and
regulations of
the Commission, as amended.
Any notice demand or request hereunder shall be given in the manner set forth
in the
Security Agreement.
This Note shall be governed by and construed in accordance with the
Communications Act of
1934. as amended, the then-applicable orders and regulations of the Commission,
and federal
law. Nothing in this Note shall be deemed to modify any then-applicable orders
and
regulations of the Commission or the conditions of the License, and nothing in
this Note
shall be deemed to release the Maker from compliance therewith. This Note may
not be
changed, modified, waived, terminated or discharged orally, but only by an
agreement in
writing executed by the party against whom enforcement of any such change,
modification,
waiver, termination, or discharge is sought.
Maker represents and warrants that any statements made by it in the Security
Agreement or
this Note: (i) are true and accurate in all material respects; and (ii) do not
omit any
material facts or information the absence of which would make such statement
misleading in
the context of Payee's evaluation of this Note, and acknowledges and agrees
that Payee is
entitled to and has relied on such statements in agreeing to the Note.
Payee shall have the right at any time to assign, endorse, pledge, convey or
otherwise
transfer this Note and all of the other documents evidencing, governing or
securing this
Note or the obligations of Maker with respect to the License to any party. From
and after
the date of such assignment, endorsement, pledge, conveyance or other transfer,
such
transferee shall be entitled to exercise any and all rights and remedies of
Payee hereunder.
Maker shall not assign, convey or otherwise transfer its rights and obligations
hereunder
without the prior written consent of the Commission.
Date: July 15, 1997 21stCENTURYBIDDINGCORP. [NAME OF MAKER]
By: Philip J. Chasmar
Its:__President
Schedule A
License Number: CWB2O4F
INSTALLMENT PLAN C AMORTIZATION SCHEDULE
for Federal Communications Commission F-Block Licenses
(Interest-only Payments for the First Two Years)
Grant Date Org Val Org Rate Terms (yrs) 1st PMT Future Val
28-Apr-97 $1,980,326.40 6.25% 10 28-Jul-97 0
<CAPTION>
Pmt# Date Yr P&I Pmt Principal Interest New Balance Cum. Int Yearly
Total Amt
Rate (Prin Only)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 28-Jul-97 6.25% $30,942.60 $0.00 $30,942.60 $1,980,326.40
$3
0,942.60 $30,942.60
2 28-Oct-97 6.25% $30,942.60 $0.00 $30,942.60 $1,980,326.40
$6
1,885.20 $61,885.20
3 28-Jan-98 6.25% $30,942.60 $0.00 $30,942.60 $1,980,326.40
$9
2,827.80 $30,942.60
4 28-Apr-98 6.25% $30,942.60 $0.00 $30,942.60 $1,980,326.40
$1
23,770.40 $61,885.20
5 28-Jul-98 6.25% $30,942.60 $0.00 $30,942.60 $1,980,326.40
$1
54,713.00 $92,827.80
6 28-Oct-98 6.25% $30,942.60 $0.00 $30,942.60 $1,980,326.40
$1
85,655.60 $123,770.40
7 28-Jan-99 6.25% $30,942.60 $0.00 $30,942.60 $1,980,326.40
$2
16,598.20 $30,942.60
8 28-Apr-99 6.25% $30,942.60 $0.00 $30,942.60 $1,980,326.40
$2
47,540.80 $61,885.20
9 28-Jul-99 6.25% $79,112.82 $48,170.22 $30,942.60 $1,932,156.
18 $278,483.40 $92,827.80
10 28-Oct-99 6.25% $79,112.82 $48,922 88 $30,189.94 $1,883,233.
31 $308,673.34 $123,017.74
11 28-Jan-00 6.25% $79,112.82 $49,687.30 $29,425.52 $1,833,546.
01 $338,098.86 $29,425.52
12 28-Apr-00 6.25% $79,112.82 $50,463.66 $28,649.16 $1,783,082.
35 $366,748.02 $58,074.68
13 28-Jul-00 6.25% $79,112.82 $51,252.16 $27,860.66 $1,731,830.
19 $394,608.68 $85,935 34
14 28-Oct-00 6.25% $79,112.82 $52,052.97 $27,059.85 $1,679,777.
22 $421,668.53 $112,995.19
15 28-Jan-01 6.25% $79,112.82 $52,866.30 $26,246.52 $1,626,910.
92 $447,915.04 $26,246.52
16 28-Apr-01 6.25% $79,112.82 $53,692.33 $25,420.48 $1,573,218.
59 $473,335.53 $51,667.00
17 28-Jul-01 6.25% $79,112.82 $54,531.28 $24,581.54 $1,518,687.
31 $497,917.07 $76,248.54
18 28-Oct-01 6.25% $79,112.82 $55,383.33 $23,729.49 $1,463,303.
98 $521,646.56 $99,978 03
19 28-Jan-02 6.25% $79,112.82 $56,248.69 $22,864 12 $1,407,055.
29 $544,510.68 $22,864.12
20 28-Apr-02 6.25% $79,112.82 $57,127.58 $21,985.24 $1,349,927.
71 $566,495.92 $44,849.36
21 28-Jul-02 6.25% $79,112.82 $58,020.20 $21,092.62 $1,291,907.
52 $587,588.54 $65,941.98
22 28-Oct-02 6.25% $79,112.82 $58,926.76 $20,186.05 $1,232,980.
75 $607,774.60 $86,128.04
23 28-Jan-03 6.25% $79,112.82 $59,847.49 $19,265.32 $1,173,133.
26 $627,039.92 $19,265.32
24 28-Apr-03 6.25% $79,112.82 $60,782.61 $18,330.21 $1,112,350.
65 $645,370.13 $37,595.53
25 28-Jul-03 6.25% $79,112.82 $61,732.34 $17,380.48 $1,050,618.
31 $662,750.61 $54,976.01
26 28-Oct-03 6.25% $79,112.82 $62,696.91 $16,415.91 $987,921.41
$679,166.52 $71,391.92
27 28-Jan-04 6.25% $79,112.82 $63,676.55 $15,436.27 $924,244.86
$694,602.79 $15,436.27
28 28-Apr-04 6.25% $79,112.82 $64,671.49 $14,441.33 $859,573.37
$709,044.12 $29,877.60
29 28-Jul-04 6.25% $79,112.82 $65,681.98 $1 3,430.83 $793,891.39
$722,474.95 $43,308.43
30 28-Oct-04 6.25% $79,112.82 $66,708.26 $12,404.55 $727,183.12
$734,879.50 $55,712.98
31 28-Jan-05 6.25% $79,112.82 $67,750.58 $11,362.24 $659,432.54
$746,241.74 $11,362.24
32 28-Apr-05 6.25% $79,112.82 $68,809.18 $10,303.63 $590,623.36
$756,545.37 $21,665.87
33 28-Jul-05 6.25% $79,112.82 $69,884.33 $9,228.49 $520,739.03
$765
,773.86 $30,894.36
34 28-Oct-05 6.25% $79,112.82 $70,976.27 $8,136.55 $449,762.76
$773
,910.41 $39,030.91
35 28-Jan-06 6.25% $79,112.82 $72,085.27 $7,027.54 $377,677.49
$780
,937.95 $7,027.54
36 28-Apr-06 6.25% $79,112.82 $73,211.61 $5,901.21 $304,465.88
$786
,839.16 $12,928.75
37 28-Jul-06 6.25% $79,112.82 $74,355.54 $4,757.28 $230,110.34
$795
,191.92 $21,281.51
39 28-Jan-07 6.25% $79,112.82 $76,697.30 $2,415.52 $77,895.70
$797,
607.43 $2,415.52
40 28-Apr-07 6.25% $79,112.82 $77,895.70 $1,217.12 $0.00 $798,8
24.55 $3,632.64
</TABLE>
<TABLE>
United States of America
Federal Communications Commission
RADIO STATION AUTHORIZATION
Commercial Mobile Radio Services
Personal Communications Service roadband
21st CENTURY BIDDING CORP. Call Sign: KNLG262
PHILIP J. CHASMAR Market: B126
4665 MACARTHUR COURT, SUITE 100C ELKHART, IN
NEWPORT BEACH, CA 92660 Channel Block: F
Filing Number: 00178-CW-L-T
The licensee hereof is authorized, for the period indicated, to construct and
operate
radio transmitting facilities in accordance with the terms and conditions
hereinafter
described. This authorization is subject to the provisions of the
Communications Act of
1934, as amended, subsequent Acts of Congress, international treaties and
agreements to
which the United States is a signatory, and all pertinent rules and regulations
of the
Federal Communications Commission, contained in the Title 47 of the U.S. Code
of Federal
Regulations.
Initial Grant Date April 28, 1997
Ten Year Build Out Date April 28, 2007
Expiration Date April 28, 2007
CONDITIONS:
Pursuant to Section 309(h) of the Communications Act of 1934, as amended, (47
U.S.C.
309(h)), this license is subject to the following conditions: This license does
not vest
in the licensee any right to operate a station nor any right in the use of
frequencies
beyond the term thereof nor in any other manner than authorized herein. Neither
this
license nor the right granted thereunder shall be assigned or otherwise
transferred in
violation of the Communications Act of 1934, as amended (47 U.S.C. 151, et
seq.). This
license is subject in terms to the right of use or control conferred by Section
706 of the
Communications Act of 1934, as amended (47 U.S.C. 606).
(Conditions continued on Page 2)
WAIVERS:
No waivers associated with this authorization.
FCC Form 463B
Issue Date: ll/26/97
Page 1 of 2 's,.. April 1997
KNLG2 62 21st CENTURY BIDDING CORP. 00178-CW-L-97
This authorization is subject to the condition that, in the event that systems
using the
same frequencies as granted herein are authorized in an adjacent foreign
territory
(Canada/United States), future coordination of any base station transmitters
within 72 km
(45 miles) of the United States/Canada border shall be required to eliminate
any harmful
interference to operations in the adjacent foreign territory and to ensure
continuance of
equal access to the frequencies by both countries.
This authorization is conditioned upon the full and timely payment of all
monies due
pursuant to Sections 1.2110 and 24.716 of the Commission's Rules and the terms
of the
Commission's installment plan as set forth in the Note and Security Agreement
executed by
the licensee. Failure to comply with this condition will result in the
automatic
cancellation of this authorization.
Issue Date: 11/26/97
Page 2 of 2
INSTALLMENT PAYMENT PLAN NOTE
(Broadband Personal Communications Service, F Block: Auction Event No. 11)
US S243,389.60
Washington. D.C.
Execution Date: July 15 1997
License No.: CWB126F Effective Date: April 28, 1997
FOR VALUE RECEIVED, the undersigned, 21st CENTURY BIDDING CORP., a Delaware
Corporation
("Maker"), promises to pay to the order of the FEDERAL
COMMUNICATIONS COMMISSION, an independent regulatory agency of the United
States ("Payee"
or "Commission"), the principal sum of $243,389.60 DOLLARS ("Principal
Amount"), together
with accrued interest, computed at the annual rate of six and one-quarter
percent (6.25%)
per annum ("Annual Rate") on the unpaid Principal Amount hereof, from the date
of this
Note until the date the entire Principal Amount has been paid in full. This
Note is
executed on the Execution Date set forth above but is intended for all purposes
to be
effective as of April 28, 1997.
Interest and principal shall be payable as set forth below and in accordance
with Schedule
A attached hereto and made a part hereof:
Interest only, at the Annual Rate from the date hereof shall be due and payable
in equal
consecutive quarterly installments of $3,802.96, due on July 28, 1997 and every
year on
July 28, October 28, January 28. and April 28 thereafter through and including
April 28,
1999.
Commencing with the payment due on July 28, 1999, Maker shall pay principal and
interest
in equal quarterly installments of $9,723.26. due on July 28, October 28,
January 28, and
April 28 of every year hence through and including January 28, 2007.
The entire unpaid Principal Amount, together with accrued and unpaid interest
thereon, and
all other remaining obligations of Maker hereunder, if not sooner paid, shall
be due and
payable on April 28, 2007 ("Maturity Date").
All interest shall be computed on the basis of a 360-day year for actual days
elapsed.
All payments to be made hereunder, of principal, interest, costs, expenses, or
other sums
due hereunder, shall be made to the holder of this Note in lawful money of the
United
States of America which at the time of payment shall be legal tender for the
payment of
public and private debts, free and clear and without reduction by reason of any
present or
future income, stamp or other taxes, levies, imposts, deductions, charges,
compulsory loans
or withholdings whatsoever, including interest thereon or penalties with
respect thereto,
if any imposed, assessed, levied or collected by any political subdivision or
taxing
authority thereof or therein, on or in respect of this Note or the obligations
it
evidences. All payments shall be made during normal business hours at the
Commission's
designated lockbox location as set forth from time to time in the Commission's
then-
applicable orders and regulations and/or public notices.
This Note is secured by, and entitled to the benefits of, a Security Agreement
(the
"Security Agreement") of even date between Maker and Payee. All the terms,
covenants,
conditions and agreements contained in the Security Agreement are hereby
incorporated herein
and made part of this Note to the same extent and effect as if fully set forth
herein. It is
expressly understood by Maker that all of the terms of the Security Agreement
apply to this
Note, and that reference in the Security Agreement to "this Agreement" includes
both the
Security Agreement and this Note.
IT IS HEREBY EXPRESSLY AGREED THAT TIME IS OF THE ESSENCE FOR THE PERFORMANCE
OF EACH AND
EVERY OF THE TERMS AND CONDITIONS UNDER THIS NOTE AND THE SECURITY AGREEMENT.
A default under this Note ("Event of Default") shall occur upon any or all of
the
following:
a. Any non-payment by Maker of any Principal and/or Interest on the due date as
specified
hereinabove if the Maker remains delinquent for more than 90 days and
(1) Maker has not submitted a request, in writing, for a grace period or
extension of payments, if any such grace period or extension of payments is
provided for in the then-applicable orders and regulations of the
Commission; or
(2) Maker has submitted a request, in writing, for a grace period or extension
of payments, if any such grace period or extension of payments is provided
for in the then-applicable orders and regulations of the Commission, and
following the expiration of the grant of such grace period or extension or
upon denial of such a request for a grace period or extension, Maker has not
resumed payments of Principal and/or Interest in accordance with the terms
of this Note; or
b. An involuntary case is commenced against the Maker (or any of Maker's
Affiliates)
and the petition shall not have been dismissed, stayed, bonded or discharged
within sixty
(60)
administrative charge, plus the costs of collection, litigation, attorneys'
fees, and
default payment as specified in the then-applicable orders and regulations of
the
Commission, as amended, and Maker acknowledges that it is liable and herein
expressly
promises to pay on demand such additional costs, expenses, late charges,
administrative
charges, attorneys fees, and default payment. The Maker hereby acknowledges
that a late fee
of 5% (five percent) of the payment due shall be added to each payment of
moneys due under
this Note that is not timely paid under the terms of this Note.
Upon any Event of Default under this Note, the unpaid Principal Amount, plus
all unpaid
interest accrued thereon, together with any late fee and/or administrative
charge, plus the
costs of collection, litigation, attorneys' fees, and default payment as
specified in the
then-applicable orders and regulations of the Commission, as amended, shall
become
immediately due and payable.
The Maker hereby acknowledges that the Commission has granted Maker the above
referenced
License pursuant to the Communications Act of 1934,as amended, conditioned upon
full and
timely payment of financial obligations under the Commission's installment
payment plan, as
set forth in the then-applicable orders and regulations of the Commission, as
amended, in
addition to the rights and remedies set forth in this Note and the Security
Agreement and
regardless of the enforceability thereof, and that the sanctions and
enforcement authority
of the Commission, including the cancellation of the License, shall remain
applicable in the
event of a failure to comply with the terms and conditions of the License.
Maker further
acknowledges that the rights of the Payee under this Note and the Security
Agreement shall
be in addition to, and in no respect in derogation of or in substitution for
the rights of
the Commission under the License and under the then-applicable orders and
regulations of the
Commission, and that nothing in this Note or the Security Agreement shall limit
the right of
the Commission to treat the License as a conditional license dependant on full
and complete
compliance by the Maker at all times with all the terms and conditions of the
License,
including full and timely payment of financial obligations under the
Commission's
installment payment plan.
No delay or omission on the part of Payee in exercising any right under this
Note, the
Security Agreement, the License, or any other instrument securing this Note,
shall operate
as a waiver of such right or of any other right of Payee, nor shall any waiver
by Payee of
any such right or rights on any one occasion be deemed a bar to or waiver of
the same right
or rights on any future occasion.
Maker is liable for all costs of collection or enforcement of the Payee's
rights under this
Note, the Security Agreement, the License or under any other instrument now or
hereafter
executed by Maker in favor of Payee which in any manner evidences, governs or
secures this
Note, including reasonable attorneys' fees, whether suit is brought or not, and
all such
costs shall be paid by the Maker on demand, and whether or not such collection
or
enforcement occurs in any bankruptcy, reorganization, receivership or other
proceedings
involving creditors' rights or involving a claim under this Note or any of the
other
documents evidencing, governing or securing the obligation of Maker to fully
and timely pay
all obligations of Maker under the Commission's installment payment plan.
Maker, all endorsers and guarantors hereof and any other party who may become
liable for all
or any part of the obligation evidenced hereby, waive presentment for payment,
notice or
dishonor, protest and notice of protest. notice of nonpayment and any and all
lack of
diligence or delays in collection or enforcement of or with respect to this
Note, the
Security Agreement, or the License.
Maker may prepay all or any part of the Principal Amount without premium or
penalty upon ten
(10) days' prior written notice to Payee, given in the manner provided in the
Security
Agreement.
Partial prepayments shall not postpone or reduce regular payments to be made
hereunder. All
such prepayments shall be applicable first to the payment of late charges, if
any, costs and
expenses, and administrative penalties due hereunder, then to accrued and
unpaid interest,
then to that portion of the unpaid Principal Amount due on the Maturity Date
and then, if
applicable, to any unpaid installments of principal in the inverse order of
installment
maturities. The Payee may require that any partial prepayments be made on the
dates
installments of principal and/or interest are due hereunder.
Anything to the contrary notwithstanding, Payee shall not charge, take or
receive, and Maker
shall not be obligated to pay to Payee, any amounts constituting interest on
the Principal
Amount in excess of the maximum rate permitted by applicable law. If by reason
of the
acceleration of the unpaid Principal Amount or otherwise, interest in excess of
the highest
legal contract rate permitted by applicable law shall at any time be paid, any
such excess
shall constitute and be treated as a payment of outstanding principal hereunder
and shall
operate to reduce such outstanding Principal Amount.
ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS NOTE, THE
SECURITY AGREEMENT, OR OTHER DOCUMENTS EVIDENCING, GOVERNING
OR SECURING THE OBLIGATIONS EVIDENCED HEREBY (OTHER THAN
ACTION BY THE COMMISSION PURSUANT TO THE LICENSE, ITS RULES, OR
REGULATIONS, WHICH SHALL BE BROUGHT BEFORE THE COMMISSION)
SHALL ONLY BE BROUGHT IN THE UNITED STATES DISTRICT COURT FOR
THE DISTRICT OF COLUMBIA, AND, BY EXECUTION AND DELIVERY OF THIS
NOTE AND SECURITY AGREEMENT, THE MAKER HEREBY ACCEPTS FOR
ITSELF AND IN RESPECT OF ITS PROPERTY GENERALLY AND
UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURT. THE
PARTIES HERETO HEREBY IRREVOCABLY WAIVE ANY OBJECTION,
INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE
OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH
ANY OF THEM MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY
SUCH ACTION OR PROCEEDING IN THE DISTRICT OF COLUMBIA.
THE MAKER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS
OF THE AFOREMENTIONED COURT IN ANY SUCH ACTION OR PROCEEDING
BY THE MAILING OF A COPY THEREOF BY CERTIFIED MAIL, RETURN
RECEIPT REQUESTED, POSTAGE PREPAID, TO THE MAKER AT ITS ADDRESS
PROVIDED IN THE SECURITY AGREEMENT. SUCH SERVICE SHALL BE
DEEMED TO HAVE OCCURRED ON THE THIRD DAY AFTER SUCH MAILING.
NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHT OF PAYEE TO
SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR
COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE
MAKER IN ANY OTHER JURISDICTION.
EACH OF THE PARTIES HERETO HEREBY KNOWINGLY, WILLINGLY,
VOLUNTARILY, UNCONDITIONALLY, IRREVOCABLY AND INTENTIONALLY
FOREVER WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN RESPECT OF
ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN CONNECTION
WITH THIS NOTE, THE SECURITY AGREEMENT, OR OTHER
DOCUMENTS EVIDENCING OR SECURING THE DEBT TRANSACTION
EVIDENCED HEREBY, ANY COURSE OF CONDUCT, COURSE OF DEALING,
STATEMENTS (VERBAL OR WRITTEN) OR ACTION OF ANY PERSON OR ANY
EXERCISE BY ANY PARTY OF ITS RESPECTIVE RIGHTS UNDER THIS
TRANSACTION, DOCUMENT OR ANY RELATED DOCUMENT OR IN ANY WAY
RELATING TO THE COLLATERAL (INCLUDING, WITHOUT LIMITATION, ANY
ACTION TO RESCIND OR CANCEL THIS TRANSACTION OR ANY CLAIMS OR
DEFENSES ASSERTING THAT THIS TRANSACTION, IN WHOLE OR IN PART,
WAS FRAUDULENTLY INDUCED OR IS OTHERWISE VOID OR VOIDABLE).
MAKER REPRESENTS THAT NO ORAL OR WRITTEN STATEMENTS HAVE BEEN
MADE BY ANY PARTY TO EXCLUDE THIS SUBMISSION TO JURISDICTION AND
WAIVER OF TRIAL BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS
STATED EFFECT. MAKER FURTHER REPRESENTS THAT IT HAS BEEN
REPRESENTED BY INDEPENDENT COUNSEL, SELECTED BY ITS OWN FREE
WILL, IN SIGNING THIS NOTE AND IN THE MAKING OF THIS WAIVER AND
THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH SUCH
COUNSEL. THIS PROVISION IS A MATERIAL INDUCEMENT FOR PAYEE TO ENTER
INTO THIS TRANSACTION AND THE VARIOUS DOCUMENTS RELATED THERETO.
Maker acknowledges that this Note and Security Agreement (and any attachments
affixed
thereto by the Payee with the permission and knowledge of the Maker), along
with the terms
of the License and the then-current applicable Commission orders and
regulations and the
Communications Act of 1934, as amended, set forth the entire agreement, written
and oral, of
the parties concerning the granting of the License and the conditions under
which Maker is
entitled to hold the License, and all inconsistent prior statements,
understandings,
notices, representations and agreements between the parties, oral or written,
are superseded
by and merged in the License, the then-current applicable Commission orders and
regulations,
this Note, the Security Agreement or other documents evidencing, governing or
securing the
obligations evidenced hereby. Notwithstanding the foregoing, Maker's rights
shall be subject
to all Commission rules and regulations with respect to representations made by
the Maker in
connection with its application for the License or otherwise.
If any provision or part of this Note and/or the Security Agreement shall for
any reason be
held or deemed to be invalid, illegal, or unenforceable in any respect, such
invalidity,
illegality or unenforceability shall not affect any other provision of this
Note and this
Note shall be construed as if such invalid, illegal or unenforceable provision
had never
been contained herein and the remaining provisions of this Note shall remain in
full force
and effect. The enforceability of the Note and/or the Security Agreement do not
limit the
obligations of the Maker or the rights of the Commission under the
Communications Act of
1934, as amended, under the License, or under the then-applicable orders and
regulations of
the Commission, as amended.
Any notice demand or request hereunder shall be given in the manner set forth
in the
Security Agreement.
This Note shall be governed by and construed in accordance with the
Communications Act of
1934, as amended, the then-applicable orders and regulations of the Commission,
and federal
law. Nothing in this Note shall be deemed to modify any then-applicable orders
and
regulations of the Commission or the conditions of the License, and nothing in
this Note
shall be deemed to release the Maker from compliance therewith. This Note may
not be
changed, modified, waived, terminated or discharged orally, but only by an
agreement in
writing executed by the party against whom enforcement of any such change,
modification,
waiver, termination, or discharge is sought.
Maker represents and warrants that any statements made by it in the Security
Agreement or
this Note: (i) are true and accurate in all material respects; and (ii) do not
omit any
material facts or information the absence of which would make such statement
misleading in
the context of Payee's evaluation of this Note, and acknowledges and agrees
that Payee is
entitled to and has relied on such statements in agreeing to the Note.
Payee shall have the right at any time to assign, endorse, pledge, convey or
otherwise
transfer this Note and all of the other documents evidencing, governing or
securing this
Note or the obligations of Maker with respect to the License to any party. From
and after
the date of such assignment, endorsement, pledge, conveyance or other transfer,
such
transferee shall be entitled to exercise any and all rights and remedies of
Payee hereunder.
Maker shall not assign, convey or otherwise transfer its rights and obligations
hereunder
without the prior written consent of the Commission.
Date: July 15, 1997 21st CENTURYBIDDING CORP. [NAME OF MAKER]
By: Philip J. Chasmar
Its: President
Schedule A
License Number: CW6126F
INSTALLMENT PLAN C AMORTIZATION SCHEDULE
for Federal Communications Commission F-Block Licenses
(Interest-only Payments for the First Two Years)
Grant Date Orig Bal Orig Rate Term (yrs) 1st PMT Future Val
28-Apr-97 $243,389.60 6.25% 10 28-Jul-97 0
<CAPTION>
Pmt# Date Yr P&I Pmt Principal Interest New Balance Cum. Int Yearly
Total Amt
Rate (Prin Only)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 28-Jul-97 6 25% $3,80296 $0.00 $3802.96 $24338960 $3,802.96 $3,802
96
2 28-Oct-97 6.25% $3,802 96 $0.00 $3,802.96 $243,389 60 $7,605.93
$
7,605.93
3 28-Jan-98 6 25% $3,802.96 $0 00 $3,802.96 $243,389.60 $11,408.89
$3,802 96
4 28-Apr-98 6.25% $3,802.96 $0.00 $3,802.96 $243,389.60 $15,211.85
$7,605.93
5 28-Jul-98 6.25% $3,802.96 $0.00 $3,802.96 $243,389.60 $19,014.81
$11,408.89
6 28-Oct-98 6.25% $3,802.96 $0.00 $3,802.96 $243,389 60 $22,817.78
$15,211 85
7 28-Jan-99 6.25% $3,802.96 $0.00 $3,802.96 $243,389.60 $26,620.74
$3,802.96
8 28-Apr-99 6.25% $3,802.96 $0.00 $3,802.96 $243,389.60 $30,423.70
$7,605 93
9 28-Jul-99 6.25% $9,723.26 $5,920.30 $3,802.96 $237,469.30 $34,226.66
$11,408.89
10 28-Oct-99 6.25% $9,723.26 $6,012.81 $3,710.46 $231,456.49 $37,937.12
$15,119.35
11 28-Jan-00 6.25% $9,723.26 $6,106.76 $3,616.51 $225,349.74 $41,553.63
$3,616.51
12 28-Apr-00 6.25% $9,723.26 $6,202.17 $3,521.09 $219,147.56 $45,074.72
$7,137.60
13 28-Jul-00 6.25% $9,723.26 $6,299.08 $3,424.18 $212,848.48 $48,498.90
$10,561.78
14 28-Oct-00 6.25% $9,723.26 $6,397.51 $3,325.76 $206,450.97 $51,824.66
$13,887.54
15 28-Jan-01 6.25% $9,723.26 $6,497.47 $3,225.80 $199,953.50 $55,050.45
$3,225.80
16 28-Apr-01 6.25% $9,723.26 $6,598.99 $3,124.27 $193,354.51 $58,174.73
$6,350.07
17 28-Jul-01 6.25% $9,723.26 $6,702.10 $3,021.16 $186,652.41 $61,195.89
$9,371.23
18 28-Oct-01 6.25% $9,723.26 $6,806.82 $2,916.44 $179,845.59 $64,112.33
$12,287.68
19 28-Jan-02 6.25% $9,723.26 $6,913.18 $2,810.09 $172,932.41 $66,922.42
$2,810 09
20 28-Apr-02 6.25% $9,723.26 $7,021.20 $2,702.07 $165,911.22 $69,624.49
$5,512.16
21 28-Jul-02 6.25% $9,723.26 $7,130.90 $2,592.36 $158,780.32 $72,216.85
$8,104.52
22 28-Oct-02 6.25% $9,723.26 $7,242.32 $2,480.94 $151,538.00 $74,697.80
$10,585.46
23 28-Jan-03 6.25% $9,723.26 $7,355.48 $2,367.78 $144,182.51 $77,065.58
$2,367.78
24 28-Apr-03 6.25% $9,723.26 $7,470.41 $2,252.85 $136,712.10 $79,318.43
$4,620 63
25 28-Jul-03 6.25% $9,723.26 $7,587.14 $2,136.13 $129,124.96 $81,454.55
$6,756.76
26 28-Oct-03 6.25% $9,723.26 $7,705.69 $2,017.58 $121,419.28 $83,472.13
$8,774.34
27 28-Jan-04 6.25% $9,723.26 $7,826.09 $1,897.18 $113,593.19 $85,369.31
$1,897.18
28 28-Apr-04 6.25% $9,723.26 $7,948.37 $1,774.89 $105,644.82 $87,144.20
$3,672.07
29 28-Jul-04 6.25% $9,723.26 $8,072.56 $1,650.70 $97,572.25 $88,794.90
$5,322.77
30 28-Oct-04 6.25% $9,723.26 $8,198.70 $1,524.57 $89,373.55 $90,319.47
$6,847.34
31 28-Jan-05 6.25% $9,723.26 $8,326.80 $1,396.46 $81,046.75 $91,715.93
$1,396.46
32 28-Apr-05 6.25% $9,723.26 $8,456.91 $1,266.36 $72,589.84 $92,982.29
$2,662.82
33 28-Jul-05 6.25% $9,723.26 $8,589.05 $1,134.22 $64,000.80 $94,116.50
$3,797.03
34 28-Oct-05 6.25% $9,723.26 $8,723.25 $1,000.01 $55,277.54 $95,116.51
$4,797.05
35 28-Jan-06 6.2S% $9,723.26 $8,859.55 $863.71 $46,417.99 $95,980.23
$863 71
36 28-Apr-06 6.25% $9,723.26 $8,997.98 $725.28 $37,420.01 $96,705.51
$1,588.99
37 28-Jul-06 6.25% $9,723.26 $9,138.58 $584.69 $28,281.43 $97,290.20
$2,173.68
38 28-Oct-06 6.25% $9,723.26 $9,281.37 $441.90 $19,000.06 $97,732.09
$2,615.58
39 28-Jan-07 6.25% $9,723.26 $9,426.39 $296.88 $9,573.68 $98,028.97
$296.
88
40 28-Apr-07 6.25% $9,723.26 $9,573.68 $149.59 $0.00 $98,178.56
$446.
46
</TABLE>
<TABLE>
United States of America
Federal Communications Commission
RADIO STATION AUTHORIZATION
Commercial Mobile Radio Services
Personal Communications Service roadband
Call Sign: KNLG263
21st CENTURY BIDDING CORP.
Market: B412
PHILIP J. CHASMAR
4665 MACARTHUR COURT, SUITE 100 C SCRANTON-WILKESBARRE-HAZEL
NEWPORT BEACH, CA 92660 PA
Channel Block: F
Filing Number: 00179-CW-L-97
The licensee hereof is authorized, for the period indicated, to construct and
operate radio
transmitting facilities in accordance with the terms and conditions hereinafter
described.
This authorization is subject to the provisions of the Communications Act of
1934, as
amended, subsequent Acts of Congress, international treaties and agreements to
which the
United States is a signatory and all pertinent rules and regulations of the
Federal
Communications Commission, contained in the Title 47 of the U.S. Code of
Federal
Regulations.
Initial Grant Date April 28, 1997
Ten Year Build Out Date April 28, 2007
Expiration Date April 28, 2007
CONDITIONS:
Pursuant to Section 309(h) of the Communications Act of 1934, as amended, (47
U.S.C.
309(h)), this license is subject to the following conditions: This license does
not vest
in the licensee any right to operate a station nor any right in the use of
frequencies
beyond the term thereof nor in any other manner than authorized herein. Neither
this
license nor the right granted thereunder shall be assigned or otherwise
transferred in
violation of the Communications Act of 1934, as amended (47 U.S.C. 151, et
seq.). This
license is subject in terms to the right of use or control conferred by Section
706 of the
Communications Act of 1934, as amended (47 U.S.C. 606).
(Conditions continued on Page 2)
WAIVERS:
No waivers associated with this authorization.
FCC Form 463B
Issue Date: 11/26/97
April 1997
KNLG263 21st CENTURY BIDDING CORP. 00179-CW-L-97
This authorization is subject to the condition that, in the event that systems
using the
same frequencies as granted herein are authorized in an adjacent foreign
territory
(Canada/United States), future coordination of any base station transmitters
within 72 1cm
(45 miles) of the United States/Canada border shall be required to eliminate
any harmful
interference to operations in the adjacent foreign territory and to ensure
continuance of
equal access to the frequencies by both countries.
This authorization is conditioned upon the full and timely payment of all
monies due
pursuant to Sections 1.2110 and 24.716 of the Commission's Rules and the terms
of t~ie
Commission's. installment plan as set forth in the Note and Security Agreement
executed by
the licensee. Failure to comply with this condition will result in the
automatic
cancellation of this authorization.
Issue Date: 11/26/97
INSTALLMENT PAYMENT PLAN NOTE
(Broadband Personal Communications Service, F Block: Auction Event No: 11)
US $449,100.00
Washington. D.C.
Execution Date: July 15 . 1997
License No.: CWB412F Effective Date: April 28, 1997
FOR VALUE RECEIVED, the undersigned, 21st CENTURY BIDDING CORP., a Delaware
Corporation
("Maker"), promises to pay to the order of the FEDERAL COMMUNICATIONS
COMMISSION, an
independent regulatory agency of the United States
("Payee" or "Commission"), the principal sum of $449,100.00 DOLLARS ("Principal
Amount"),
together with accrued interest, computed at the annual rate of six and
one-quarter percent
(6.25%) per annum ("Annual Rate') on the unpaid Principal Amount hereof, from
the date of
this Note until the date the entire Principal Amount has been paid in full.
This Note is
executed on the Execution Date set forth above but is intended for all purposes
to be
effective as of April 28, 1997.
Interest and principal shall be payable as set forth below and in accordance
with Schedule A
attached hereto and made a part hereof:
Interest only, at the Annual Rate from the date hereof shall be due and payable
in equal
consecutive quarterly installments of $7,017.19, due on July 28, 1997 and every
year on July
28, October 28, January 28, and April 28 thereafter through and including April
28, 1999.
Commencing with the payment due on July 28, 1999, Maker shall pay principal and
interest in
equal quarterly installments of $17,941.27, due on July 28, October 28, January
28, and
April 28 of every year hence through and including January 28, 2007.
The entire unpaid Principal Amount, together with accrued and unpaid interest
thereon, and
all other remaining obligations of Maker hereunder, if not sooner paid. shall
be due and
payable on April 28, 2007 ("Maturity Date").
All interest shall be computed on the basis of a 360-day year for actual days
elapsed.
All payments to be made hereunder, of principal, interest, costs, expenses, or
other sums
due hereunder, shall be made to the holder of this Note in lawful money of the
United States
of America which at the time of payment shall be legal tender for the payment
of public and
private debts, free and clear and without reduction by reason of any present or
future
income, stamp or other taxes, levies, imposts, deductions, charges, compulsory
loans or
withholdings whatsoever, including interest thereon or penalties with respect
thereto, if
any imposed, assessed, levied or collected by any political subdivision or
taxing authority
thereof or therein, on or in respect of this Note or the obligations it
evidences. All
payments shall be made during normal business hours at the Commission's
designated lockbox
location as set forth from time to time in the Commission's then-applicable
orders and
regulations and/or public notices.
This Note is secured by, and entitled to the benefits of, a Security Agreement
(the
"Security Agreement") of even date between Maker and Payee. All the terms,
covenants,
conditions and agreements contained in the Security Agreement are hereby
incorporated herein
and made part of this Note to the same extent and effect as if fully set forth
herein. It is
expressly understood by Maker that all of the terms of the Security Agreement
apply to this
Note, and that reference in the Security Agreement to "this Agreement" includes
both the
Security Agreement and this Note.
IT IS HEREBY EXPRESSLY AGREED THAT TIME IS OF THE ESSENCE FOR THE PERFORMANCE
OF EACH AND
EVERY OF THE TERMS AND CONDITIONS UNDER THIS NOTE AND THE SECURITY AGREEMENT.
A default under this Note ("Event of Default") shall occur upon any or all of
the
following:
a. Any non-payment by Maker of any Principal and/or Interest on the due date as
specified
hereinabove if the Maker remains delinquent for more than 90 days and
(1) Maker has not submitted a request, in writing, for a grace period or
extension of payments, if any such grace period or extension of payments is
provided for in the then-applicable orders and regulations of the
Commission; or
(2) Maker has submitted a request, in writing, for a grace period or extension
of
payments, if any such grace period or extension of payments is provided for
in the then-applicable orders and regulations of the Commission, and
following the expiration of the grant of such grace period or extension or
upon denial of such a request for a grace period or extension, Maker has not
resumed payments of Principal and/or Interest in accordance with the terms
of this Note; or
b. An involuntary case is commenced against the Maker (or any of Maker's
Affiliates) and the
petition shall not have been dismissed, stayed, bonded or discharged within
sixty (60)
days after commencement of the case; or a court having jurisdiction in the
premises shall
enter a decree or order for relief in respect of the Maker (or any of the
Maker's
Affiliates) in an involuntary case, under any applicable bankruptcy. insolvency
or other
similar law now or hereinafter in effect, or any other similar relief shall be
granted under
any applicable federal, state, local or foreign law; or,
c. A decree or order of a court having jurisdiction in the premises for the
appointment of a
receiver, liquidator, sequestrator, trustee, custodian or other officer having
similar
powers over the Maker (or any of the Maker's Affiliates) or over all or a
substantial part
of the property of the Maker (or any of the Maker's Affiliates) shall be
entered; or an
interim receiver, trustee or other custodian of the Maker (or any of the
Maker's Affiliates)
or of all or a substantial part of the property of the Maker (or any of the
Maker's
Affiliates) shall be appointed or a warrant of attachment, execution, or
similar process
against any substantial part of the property of the Maker (or any of the
Maker's Affiliates)
shall be issued and any such event shall not be stayed, dismissed, bonded or
discharged
within sixty (60) days after entry, appointment or issuance; or
d. The Maker (or any of the Maker's Affiliates) shall (1) commence a voluntary
case under
any applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, (2)
consent to the entry of an order for relief in an involuntary case, or to the
conversion of
an involuntary case to a voluntary case, under any such law, (3) consent to the
appointment
of or taking possession by a receiver, trustee or other custodian for all or a
substantial
part of its property, (4) make any assignment for the benefit of creditors, or
(5) take any
corporate action to authorize any of the foregoing; or
e. Any failure by Maker to comply with any other condition (as set forth in the
Security
Agreement) for holding the above referenced License as set forth in the License
or in the
Communications Act of 1934, as amended, or the then-applicable orders and
regulations of the
Commission. and such failure is not cured within five (5) business days after
notice of same
from
the Payee or its designee; or
f. Any violation by Maker of any other covenant or term of this Note or the
Security
Agreement. and such violation is not cured within five (5) business days after
notice of
same from the Payee or its designee.
As used herein, "Affiliate" shall mean any individual or entity that: (i)
directly or
indirectly controls or has the power to control the Maker. or (ii) is directly
or indirectly
controlled by the Maker, or (iii) is directly or indirectly controlled by a
third party or
parties that also controls or has the power to control the Maker. "Affiliate"
shall not
include, however, such persons or entities as Payee shall agree, in writing,
may be excluded
from such definition.
Upon any Event of Default under this Note, Payee may assess a late fee and/or
days after
commencement of the case; or a court having jurisdiction in the premises shall
enter a
decree or order for relief in respect of the Maker (or any of the Maker's
Affiliates) in an
involuntary case, under any applicable bankruptcy. insolvency or other similar
law now or
hereinafter in effect, or any other similar relief shall be granted under any
applicable
federal, state, local or foreign law; or,
c. A decree or order of a court having jurisdiction in the premises for the
appointment of a
receiver, liquidator, sequestrator, trustee, custodian or other officer having
similar
powers over the Maker (or any of the Maker's Affiliates) or over all or a
substantial part
of the property of the Maker (or any of the Maker's Affiliates) shall be
entered; or an
interim receiver, trustee or other custodian of the Maker (or any of the
Maker's Affiliates)
or of all or a substantial part of the property of the Maker (or any of the
Maker's
Affiliates) shall be appointed or a warrant of attachment, execution, or
similar process
against any substantial part of the property of the Maker (or any of the
Maker's Affiliates)
shall be issued and any such event shall not be stayed, dismissed, bonded or
discharged
within sixty (60) days after entry, appointment or issuance; or
d. The Maker (or any of the Maker's Affiliates) shall (1) commence a voluntary
case under
any applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, (2)
consent to the entry of an order for relief in an involuntary case, or to the
conversion of
an involuntary case to a voluntary case, under any such law, (3) consent to the
appointment
of or taking possession by a receiver, trustee or other custodian for all or a
substantial
part of its property, (4) make any assignment for the benefit of creditors, or
(5) take any
corporate action to authorize any of the foregoing; or
e. Any failure by Maker to comply with any other condition (as set forth in the
Security
Agreement) for holding the above referenced License as set forth in the License
or in the
Communications Act of 1934, as amended, or the then-applicable orders and
regulations of the
Commission. and such failure is not cured within five (5) business days after
notice of same
from
the Payee or its designee; or
f. Any violation by Maker of any other covenant or term of this Note or the
Security
Agreement. and such violation is not cured within five (5) business days after
notice of
same from the Payee or its designee.
As used herein, "Affiliate" shall mean any individual or entity that: (i)
directly or
indirectly controls or has the power to control the Maker. or (ii) is directly
or indirectly
controlled by the Maker, or (iii) is directly or indirectly controlled by a
third party or
parties that also controls or has the power to control the Maker. "Affiliate"
shall not
include, however, such persons or entities as Payee shall agree, in writing,
may be excluded
from such definition.
Upon any Event of Default under this Note, Payee may assess a late fee and/or
administrative
charge, plus the costs of collection, litigation, attorneys' fees, and default
payment as
specified in the then-applicable orders and regulations of the Commission, as
amended, and
Maker acknowledges that it is liable and herein expressly promises to pay on
demand such
additional costs, expenses, late charges, administrative charges, attorneys
fees, and
default payment. The Maker hereby acknowledges that a late fee of 5% (five
percent) of the
payment due shall be added to each payment of moneys due under this Note that
is not timely
paid under the terms of this Note.
Upon any Event of Default under this Note, the unpaid Principal Amount, plus
all unpaid
interest accrued thereon, together with any late fee and/or administrative
charge, plus the
costs of collection, litigation, attorneys' fees, and default payment as
specified in the
then-applicable orders and regulations of the Commission, as amended, shall
become
immediately due and payable.
The Maker hereby acknowledges that the Commission has granted Maker the above
referenced
License pursuant to the Communications Act of 1934, as amended, conditioned
upon full and
timely payment of financial obligations under the Commission's installment
payment plan, as
set forth in the then-applicable orders and regulations of the Commission, as
amended, in
addition to the rights and remedies set forth in this Note and the Security
Agreement and
regardless of the enforceability thereof, and that the sanctions and
enforcement authority
of the Commission, including the cancellation of the License, shall remain
applicable in the
event of a failure to comply with the terms and conditions of the License.
Maker further
acknowledges that the rights of the Payee under this Note and the Security
Agreement shall
be in addition to, and in no respect in derogation of or in substitution for
the rights of
the Commission under the License and under the then-applicable orders and
regulations of the
Commission, and that nothing in this Note or the Security Agreement shall limit
the right of
the Commission to treat the License as a conditional license dependant on full
and complete
compliance by the Maker at all times with all the terms and conditions of the
License,
including full and timely payment of financial obligations under the
Commission's
installment payment plan.
No delay or omission on the part of Payee in exercising any right under this
Note, the
Security Agreement, the License, or any other instrument securing this Note,
shall operate
as a waiver of such right or of any other right of Payee, nor shall any waiver
by Payee of
any such right or rights on any one occasion be deemed a bar to or waiver of
the same right
or rights on any future occasion.
Maker is liable for all costs of collection or enforcement of the Payee's
rights under this
Note, the Security Agreement, the License or under any other instrument now or
hereafter
executed by Maker in favor of Payee which in any manner evidences, governs or
secures this
Note, including reasonable attorneys' fees, whether suit is brought or not, and
all such
costs shall be paid by the Maker on demand, and whether or not such collection
or
enforcement occurs in any bankruptcy, reorganization, receivership or other
proceedings
involving creditors' rights or involving a claim under this Note or any of the
other
documents evidencing, governing or securing the obligation of Maker to fully
and timely pay
all obligations of Maker under the Commission's installment payment plan.
Maker, all endorsers and guarantors hereof and any other party who may become
liable for all
or any part of the obligation evidenced hereby, waive presentment for payment,
notice or
dishonor. protest and notice of protest. notice of nonpayment and any and all
lack of
diligence or delays in collection or enforcement of or with respect to this
Note, the
Security Agreement, or the License.
Maker may prepay all or any part of the Principal Amount without premium or
penalty upon ten
(10) days' prior written notice to Payee, given in the manner provided in the
Security
Agreement.
Partial prepayments shall not postpone or reduce regular payments to be made
hereunder. All
such prepayments shall be applicable first to the payment of late charges, if
any, costs and
expenses. and administrative penalties due hereunder, then to accrued and
unpaid interest,
then to that portion of the unpaid Principal Amount due on the Maturity Date
and then, if
applicable, to any unpaid installments of principal in the inverse order of
installment
maturities. The Payee may require that any partial prepayments be made on the
dates
installments of principal and/or interest are due hereunder.
Anything to the contrary notwithstanding, Payee shall not charge, take or
receive, and Maker
shall not be obligated to pay to Payee, any amounts constituting interest on
the Principal
Amount in excess of the maximum rate permitted by applicable law. If by reason
of the
acceleration of the unpaid Principal Amount or otherwise, interest in excess of
the highest
legal contract rate permitted by applicable law shall at any time be paid, any
such excess
shall constitute and be treated as a payment of outstanding principal hereunder
and shall
operate to reduce such outstanding Principal Amount.
ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS NOTE, THE
SECURITY AGREEMENT, OR OTHER DOCUMENTS EVIDENCING, GOVERNING
OR SECURING THE OBLIGATIONS EVIDENCED HEREBY (OTHER THAN
ACTION BY THE COMMISSION PURSUANT TO THE LICENSE, ITS RULES, OR
REGULATIONS, WHICH SHALL BE BROUGHT BEFORE THE COMMISSION)
SHALL ONLY BE BROUGHT IN THE UNITED STATES DISTRICT COURT FOR
THE DISTRICT OF COLUMBIA, AND, BY EXECUTION AND DELIVERY OF THIS
NOTE AND SECURITY AGREEMENT, THE MAKER HEREBY ACCEPTS FOR
ITSELF AND IN RESPECT OF ITS PROPERTY GENERALLY AND
UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURT. THE
PARTIES HERETO HEREBY IRREVOCABLY WAIVE ANY OBJECTION,
INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF
VENUE OR BASED ON THE GROUNDS OF FOR UM NON CON VENIENS, WHICH
ANY OF THEM MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY
SUCH ACTION OR PROCEEDING IN THE DISTRICT OF COLUMBIA.
THE MAKER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS
OF THE AFOREMENTIONED COURT IN ANY SUCH ACTION OR PROCEEDING
BY THE MAILING OF A COPY THEREOF BY CERTIFIED MAIL, RETURN
RECEIPT REQUESTED, POSTAGE PREPAID, TO THE MAKER AT ITS ADDRESS
PROVIDED IN THE SECURITY AGREEMENT. SUCH SERVICE SHALL BE
DEEMED TO HAVE OCCURRED ON THE THIRD DAY AFTER SUCH MAILING.
NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHT OF PAYEE TO
SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR
COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE
MAKER IN ANY OTHER JURISDICTION.
EACH OF THE PARTIES HERETO HEREBY KNOWINGLY, WILLINGLY,
VOLUNTARILY, UNCONDITIONALLY, IRREVOCABLY AND INTENTIONALLY
FOREVER WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN RESPECT
OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN
CONNECTION WITH THIS NOTE, THE SECURITY AGREEMENT, OR OTHER
DOCUMENTS EVIDENCING OR SECURING THE DEBT TRANSACTION
EVIDENCED HEREBY, ANY COURSE OF CONDUCT, COURSE OF DEALING,
STATEMENTS (VERBAL OR WRITTEN) OR ACTION OF ANY PERSON OR ANY
EXERCISE BY ANY PARTY OF ITS RESPECTIVE RIGHTS UNDER THIS
TRANSACTION, DOCUMENT OR ANY RELATED DOCUMENT OR IN ANY WAY
RELATING TO THE COLLATERAL (INCLUDING, WITHOUT LIMITATION, ANY
ACTION TO RESCIND OR CANCEL THIS TRANSACTION OR ANY CLAIMS OR
DEFENSES ASSERTING THAT THIS TRANSACTION, IN WHOLE OR IN PART,
WAS FRAUDULENTLY INDUCED OR IS OTHERWISE VOID OR VOIDABLE).
MAKER REPRESENTS THAT NO ORAL OR WRITTEN STATEMENTS HAVE BEEN
MADE BY ANY PARTY TO EXCLUDE THIS SUBMISSION TO JURISDICTION AND
WAIVER OF TRIAL BY JURY OR IN ANY WAY TO MODIFY OR NULLIFY ITS
STATED EFFECT. MAKER FURTHER REPRESENTS THAT IT HAS BEEN
REPRESENTED BY INDEPENDENT COUNSEL, SELECTED BY ITS OWN FREE
WILL, IN SIGNING THIS NOTE AND IN THE MAKING OF THIS WAIVER AND
THAT IT HAS HAD THE OPPORTUNITY TO DISCUSS THIS WAIVER WITH SUCH
COUNSEL. THIS PROVISION IS A MATERIAL INDUCEMENT FOR PAYEE TO
ENTER INTO THIS TRANSACTION AND THE VARIOUS DOCUMENTS RELATED
THERETO.
Maker acknowledges that this Note and Security Agreement (and any attachments
affixed
thereto by the Payee with the permission and knowledge of the Maker), along
with the terms
of the License and the then-current applicable Commission orders and
regulations and the
Communications Act of 1934, as amended, set forth the entire agreement, written
and oral, of
the parties concerning the granting of the License and the conditions under
which Maker is
entitled to hold the License, and all inconsistent prior statements,
understandings,
notices, representations and agreements between the parties, oral or written,
are superseded
by and merged in the License, the then-current applicable Commission orders and
regulations,
this Note, the Security Agreement or other documents evidencing, governing or
securing the
obligations evidenced hereby. Notwithstanding the foregoing, Maker's rights
shall be subject
to all Commission rules and regulations with respect to representations made by
the Maker in
connection with its application for the License or otherwise.
If any provision or part of this Note and/or the Security Agreement shall for
any reason be
held or deemed to be invalid, illegal, or unenforceable in any respect, such
invalidity,
illegality or unenforceability shall not affect any other provision of this
Note and this
Note shall be construed as if such invalid, illegal or unenforceable provision
had never
been contained herein and the remaining provisions of this Note shall remain in
full force
and effect. The enforceability of the Note and/or the Security Agreement do not
limit the
obligations of the Maker or the rights of the Commission under the
Communications Act of
1934, as amended, under the License, or under the then-applicable orders and
regulations of
the Commission, as amended.
Any notice demand or request hereunder shall be given in the manner set forth
in the
Security Agreement.
This Note shall be governed by and construed in accordance with the
Communications Act of
1934. as amended, the then-applicable orders and regulations of the Commission,
and federal
law. Nothing in this Note shall be deemed to modify any then-applicable orders
and
regulations of the Commission or the conditions of the License, and nothing in
this Note
shall be deemed to release the Maker from compliance therewith. This Note may
not be
changed, modified, waived, terminated or discharged orally, but only by an
agreement in
writing executed by the party against whom enforcement of any such change,
modification,
waiver, termination, or discharge is sought.
Maker represents and warrants that any statements made by it in the Security
Agreement or
this Note: (i) are true and accurate in all material respects; and (ii) do not
omit any
material facts or information the absence of which would make such statement
misleading in
the context of Payee's evaluation of this Note, and acknowledges and agrees
that Payee is
entitled to and has relied on such statements in agreeing to the Note.
Payee shall have the right at any time to assign, endorse, pledge, convey or
otherwise
transfer this Note and all of the other documents evidencing, governing or
securing this
Note or the obligations of Maker with respect to the License to any party. From
and after
the date of such assignment, endorsement, pledge, conveyance or other transfer,
such
transferee shall be entitled to exercise any and all rights and remedies of
Payee hereunder.
Maker shall not assign, convey or otherwise transfer its rights and obligations
hereunder
without the prior written consent of the Commission.
Date: July 15, 1997 21st CENTURY BIDDING CORP. [NAME OF MAKER] By: Philip
J. Chasmar
Its President
License Number: CWB412F
Schedule A
INSTALLMENT PLAN C AMORTIZATION SCHEDULE
for Federal Communications Commission F-Block Licenses
(Interest-only Payments for the First Two Years)
Grant Date Orig Bal Orig Rate Terms (yrs) 1st PMT Future Val
28-Apr-97 $449,100 00 625% 10 28-Jul-97 0
<CAPTION>
Pmt# Date Yr P&I Pmt Principal Interest New Balance Cum. Int Yearly
Total Amt
Rate (Prin Only)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 28-Jul-97 6 25% $7,017.19 $0.00 $7,017.19 $449,100.00 $7,017.19
$
7,017.19
2 28-Oct-97 6.25% $7,017.19 $0.00 $7,017.19 $449,100.00 $14,034.38
$14,034.38
3 28-Jan-98 6.25% $7,017.19 $0.00 $7,017.19 $449,100.00 $21,051.56
$7,017.19
4 28-Apr-98 6.25% $7,017.19 $0.00 $7,017.19 $449,100.00 $28,068.75
$14,034.38
5 28-Jul-98 6.25% $7,017.19 $0.00 $7,017.19 $449,100.00 $35,085.94
$21,051.56
6 28-Oct-98 6 25% $7,017.19 $0.00 $7,017.19 $449,100.00 $42,103.13
$28,068.75
7 28-Jan-99 6.25% $7,017.19 $0 00 $7,017.19 $449,100.00 $49,120.31
$7,017.19
8 28-Apr-99 6 25% $7,017.19 $0.00 $7,017.19 $449,100.00 $56,137.50
$14,034.38
9 28-Jul-99 6.25% $17,941.27 $10,924.08 $7,017.19 $438,175.92
$63,
154.69 $21,051.56
10 28-Oct-99 6.25% $17,941.27 $11,094.77 $6,846.50 $427,081.15
$70,
001.19 $27,898.06
11 28-Jan-00 6.25% $17,941.27 $11,268.12 $6,673.14 $415,813.03
$76,
674.33 $6,673.14
12 28-Apr-00 6.25% $17,941.27 $11,444.19 $6,497.08 $404,368.84
$83,
171.41 $13,170.22
13 28-Jul-00 6.25% $17,941.27 $11,623.00 $6,318.26 $392,745.83
$89,
489.67 $19,488.48
14 28-Oct-00 6.25% $17,941.27 $11,804.61 $6,136.65 $380,941.22
$95,
626.32 $25,625.14
15 28-Jan-01 6.25% $17,941.27 $11,989.06 $5,952.21 $368,952.16
$101
,578.53 $5,952.21
16 28-Apr-01 6.25% $17,941.27 $12,176.39 $5,764.88 $356,775.77
$107
,343.41 $11,717.08
17 28-Jul-01 6.25% $17,941.27 $12,366.65 $5,574.62 $344,409.12
$112
,918.03 $17,291.71
18 28-Oct-01 6.25% $17,941.27 $12,559.88 $5,381.39 $331,849.24
$118
,299.42 $22,673.10
19 28-Jan-02 6.25% $17,941.27 $12,756.12 $5,185.14 $319,093.12
$123
,484.57 $5,185.14
20 28-Apr-02 6.25% $17,941.27 $12,955.44 $4,985.83 $306,137.68
$128
,470.40 $10,170.97
21 28-Jul-02 6.25% $17,941.27 $13,157.87 $4,783.40 $292,979.82
$133
,253.80 $14,954.38
22 28-Oct-02 6.25% $17,941.27 $13,363.46 $4,577 81 $279,616.36
$137
,831.61 $19,532.19
23 28-Jan-03 6.25% $17,941.27 $13,572.26 $4,369.01 $266,044.10
$142
,200.61 $4,369.01
24 28-Apr-03 6.25% $17,941.27 $13,784.33 $4,156.94 $252,259.77
$146
,357.55 $8,525.94
25 28-Jul-03 6.25% $17,941.27 $13,999.71 $3,941.56 $238,260.06
$150
,299.11 $12,467.50
26 28-Oct-03 6.25% $17,941.27 $14,218.45 $3,722.81 $224,041.60
$154
,021.92 $16,190.32
27 28-Jan-04 6.25% $17,941.27 $14,440.62 $3,500.65 $209,600.99
$157
,522.57 $3,500.65
28 28-Apr-04 6.25% $17,941.27 $14,666.25 $3,275.02 $194,934.73
$160
,797.59 $6,775.67
29 28-Jul-04 6.25% $17,941.27 $14,895.41 $3,045.86 $180,039.32
$163
,843.45 $9,821.52
30 28-Oct-04 6.25% $17,941.27 $15,128.15 $2,813.11 $164,911.17
$166
,656.56 $12,634.64
31 28-Jan-05 6.25% $17,941.27 $15,364.53 $2,576.74 $149,546.64
$169
,233.30 $2,576.74
32 28-Apr-05 6.25% $17,941.27 $15,604.60 $2,336.67 $133,942.04
$171
,569.96 $4,913.40
33 28-Jul-05 6.25% $17,941.27 $15,848.42 $2,092.84 $118,093.61
$173
,662.81 $7,006.25
34 28-Oct-05 6.25% $17,941.27 $16,096.06 $1,845.21 $101,997.56
$175
,508.02 $8,851.46
35 28-Jan-06 6.25% $17,941.27 $16,347.56 $1,593.71 $85,650.00
$177,
101.73 $1,593.71
36 28-Apr-06 6.25% $17,941.27 $16,602.99 $1,338.28 $69,047.01
$178,
440.01 $2,931.99
37 28-Jul-06 6.25% $17,941.27 $16,862.41 $1,078.86 $52,184.61
$179,
518.87 $4,010.85
38 28-Oct-06 6.25% $17,941.27 $17,125.88 $815.38 $35,058.72
$180,
334.26 $4,826.24
39 28-Jan-07 6.25% $17,941.27 $17,393.48 $547.79 $17,665.25
$180,
882.05 $547.79
40 28-Apr-07 6.25% $17,941.27 $17,665.25 $276.02 $0.00 $181,1
58.07 $823.81
</TABLE>
United States of America
Federal Communications Commission
RADIO STATION AUTHORIZATION
Commercial Mobile Radio Services
Personal Communications Service - Broadband
21st CENTURY BIDDING CORP. Call Sign: KNLG264
4665 MACARTHUR COURT, SUITE lOOC Market: B309
PHILIP J. CHASMAR MUNCIE, IN
NEWPORT BEACH, CA 92660 Channel Block: D
Filing Number: 00180-CW-L-97
The licensee hereof is authorized, for the period indicated, to
construct and operate radio transmitting facilities in accordance
with the terms and conditions hereinafter described. This
authorization is subject to the provisions of the Communications
Act of 1934, as amended, subsequent Acts of Congress,
international treaties and agreements to which the United States
is a signatory, and all pertinent rules and regulations of the
Federal Communications Commission, contained in the Title 47 of
the U.S. Code of Federal Regulations.
Initial Grant Date April 28, 1997
Five Year Build Out Date April 28, 2002
Expiration Date April 28, 2007
CONDITIONS:
Pursuant to Section 309(h) of the Communications Act of 1934, as
amended, :47 U.S.C. 309(h)), this license is subject to the
following conditions: This license does not vest in the licensee
any right to operate a station nor any right in the use of
frequencies beyond the term thereof nor in any other manner than
authorized herein. Neither this license nor the right granted
thereunder shall be assigned or otherwise transferred in
violation of the Communications Act of 1934, as amended (47 U
S.C. 151, et seq.). This license is subject in terms to the
right of use or control conferred by Section 706 of the
Communications Act of 1934, as amended (47 U.S.C. 606).
(Conditions continued on Page 2)
WAIVERS:
No waivers associated with this authorization.
Issue Date: April 28, 1997 FCC Form 463B
Page 1 of 2 - April1997
KNLG2 64 21st CENTURY BIDDING CORP. 00180-CW-L-97
This authorization is subject to the condition that, in the
event that systems using the same frequencies as granted herein
are authorized in an adjacent foreign territory (Canada/United
States), future coordination of any base station transmitters
within 72 km (45 miles) of the United States/Canada border shall
be required to eliminate any harmful interference to operations
in the adjacent foreign territory and to ensure continuance of
equal access to the frequencies by both countries.
This authorization is subject to the condition that the
remaining
balance of the winning bid amount will be paid in accordance
with Part 1
of the Commission's rules, 47 C.F.R. Part 1.
Issue Date: April 28, 1997
Page 2 of 2
United States of America
Federal Communications Commission
RADIO STATION AUTHORIZATION
Commercial Mobile Radio Services
Personal Communications Service - Broadband
21st CENTURY BIDDING CORP. Call Sign: KNLG265
4665 MACARTHUR COURT, SUITE lOOC Market: B047
PHILIP J. CHASMAR BLOOMINGTON-BEDFORD, IN
NEWPORT BEACH, CA 92660 Channel Block: D
Filing Number: 00181-CW-L-97
The licensee hereof is authorized, for the period
indicated, to construct and operate radio transmitting
facilities in accordance with the terms and conditions
hereinafter described. This authorization is subject to the
provisions of the Communications Act of 1934, as amended,
subsequent Acts of Congress, international treaties and
agreements to which the United States is a signatory, and
all pertinent rules and regulations of the Federal
Communications Commission, contained in the Title 47 of the
U.S. Code of Federal Regulations.
Initial Grant Date April 28, 1997
Five Year Build Out Date April 28, 2002
Expiration Date April 28, 2007
CONDITIONS:
Pursuant to Section 309(h) of the Communications Act of
1934, as amended, (47 U.S.C. 309(h)), this license is
subject to the following conditions; This license does not
vest in the licensee any right to operate a station nor any
right in the use of frequencies beyond the term thereof nor
in any other manner than authorized herein. Neither this
license nor the right granted thereunder shall be assigned
or otherwise transferred in violation of the Communications
Act of 1934. as amended (47 U.S.C. 151. et seq.). This
license is subject in terms to the right of use or control
conferred by Section 706 of the Communications Act of 1934,
as amended (47 U.S.C. 606).
(Conditions continued on Page 2)
WAIVERS:
No waivers associated with this authorization.
Issue Date: April 28, 1997 FCC Form 463B
Page 1 of 2 April 1997
This authorization is subject to the condition that, in the
event that systems using the same frequencies as granted
herein are authorized in an adjacent foreign territory
(Canada/United States), future coordination of any base
station transmitters within 72 km (45 miles) of the United
States/Canada border shall be required to eliminate any
harmful interference to operations in the adjacent foreign
territory and to ensure continuance of equal access to the
frequencies by both countries.
This authorization is subject to the condition that the
remaining
balance of the winning bid amount will be paid in accordance
with Part 1 of the Commission's rules, 47 C.F.R. Part 1.
Issue Date: April 28, 1997
Page 2 of 2
Issue Date: April 28, 1997
Page 2 of 2
