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
Prefatory Note:The statements contained in this Form 10 that are not historical
facts are "forward-looking statements" (as defined in the Private Securities
Litigation Reform Act of 1995), which can be identified by the use of
forward-looking words such as "believes," "expects," "may," "will," "should," or
"anticipates" or the negative thereof or other variations thereon or comparable
words. Registrant wishes to caution the reader that these forward-looking
statements, including, without limitation, statements regarding the development
of Registrant's business, the markets for its services, its anticipated sources
of financing and capital expenditures and other statements contained herein
regarding matters that are not historical facts, are only predictions. No
assurances can be given that such predictions will prove correct or that the
anticipated future results will be achieved; actual events or results may differ
materially, either because one or more of such predictions prove to be
erroneous, or as a result of risks facing Registrant.
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. One of these individuals has since resigned from employment with the
Companies. Control is exercised by the remaining six 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 six "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
<TABLE>
<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>
</TABLE>
<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
<TABLE>
<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
</TABLE>
<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 in
Item 2 below, registrant will begin deployment of its markets 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, or to being any substantial portion thereof 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. See "Management Discussion and Analysis," Item 2,
below.
Registrant is exploring means to finance all the above costs by a variety of
meansIn 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 any 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, and none of such agreements comes into force until
such financing has beensecured. As to the status of Registrant's efforts to
secure financing, see "Management Discussion and Analysis," Item 2, below
Concurrently with its attempt to secure financing for all of its markets,
Registrant and its affiliates have also pursued the lesser amounts of financing
needed to build only a portion of their markets. See Item 2(b).
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.
Registrant currently has 12 full-time employees, with a total annual employee
payroll of $933,080. 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 DATA
The following table sets forth certain selected financial information for the
Companies as of and for the nine month period ended June 30, 1998, as of and for
each of the years ended September 30, 1997 and 1996, and for the periods from
inception to September 30, 1995 and 1997. The financial information through
September 30, 1997 is derived from the combined financial statements and notes
thereto of the Companies, which have been audited by Postlethwaite &
Netterville, APAC, independent public accountants. The financial information
for the nine month period as of and ended June 30, 1998 is derived from the
condensed combined financial statements and notes thereto of the Companies which
have not been audited. Operating results shown in the following table will not
be indicative of future performance due to the capital requirements associated
with the build-out of the Companies' PCS System.
The selected historical financial information should be read in conjunction with
"Management's Discussion and Analysis" and the Companies' combined financial
statements and notes thereto and other financial and operating information
included elsewhere in this report.
<TABLE>
<CAPTION>
Nine Months Year Ended Year Ended Inception to Inception to
Ended September 30, September 30, September 30, June 30,
June 30, 1998 1997 1996 1995 1998
--------------- ------------- --------------- --------------- ---------------
STATEMENT OF
OPERATIONS DATA:
<S> <C> <C> <C> <C> <C>
Revenues . . . . . . . . $ - $ - $ - $ - $ -
------------- --------------- --------------- --------------- --------------
Operating expenses . . . 1,752,553 1,244,775 914,868 452,578 4,364,774
Extraordinary charge(a). 2,945,785 - - - 2,945,785
------------- --------------- --------------- --------------- --------------
Total expenses . . . . . 4,698,338 1,244,775 914,868 452,578 7,310,559
Interest income. . . . . 167,344 239,485 69,084 19,237 495,150
------------- --------------- --------------- --------------- --------------
Net loss . . . . . . . . (4,530,994) (1,005,290) (845,784) (433,341) (6,815,409)
BALANCE SHEET DATA:
Working capital. . . . . $ 3,339,490 $ 5,137,432 $ 3,901,281 $ 1,449,781
Property and equipment . 120,000 103,820 91,472 10,135
Licenses and system
development costs (a) 49,129,994 85,538,074 72,039,183 -
Total assets . . . . . . 53,127,864 91,611,945 79,643,724 1,600,163
Total liabilities (a) . 36,273,301 70,226,388 63,807,717 138,454
Deficit accumulate
during the develop-
ment stage. . . . . . (6,815,409) (2,284,415) (1,279,125) (433,341)
Total stockholders'
Equity . . . . . . . . 16,854,563 21,385,557 15,836,007 1,461,709
</TABLE>
(a) The Companies recorded an extraordinary loss in June 1998 related to the
return of one-half of its C block PCS spectrum and related forgiveness of
one-half of the debts and accrued interest owed to the FCC. The return of these
licenses contributed to the decrease in licenses and total liabilities at June
30,1998.
(b) MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS
Introduction
- ------------
21st Century Telesis, Inc. II (Registrant), and its joint venture partner, 21st
Century Telesis, Inc. (21st I) were formed in late 1994 and early 1995,
respectively, in Delaware and thereafter formed a Delaware general partnership
under the name of 21st Century Telesis Joint Venture (21st JV) in early 1995,
for the purpose of raising funds to participate in the FCC's entrepreneur block
PCS license auctions. 21st JV's sole purpose is to acquire PCS licenses from
the FCC and to develop its PCS system in those geographic market areas. 21st JV
formed a Delaware subsidiary 21st Century Bidding Corporation (21st BC) which
also required PCS licenses from the FCC. The Joint Venture Agreement provides
that 30% of all profits, gains, and losses of 21st JV will be allocated or
distributed to 21st Century I and 70% is to be allocated or distributed to 21st
II.
These companies, collectively referred to as "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. 21st I manages and has complete authority
over 21st JV under the terms of the Joint Venture Agreement. Since the
Companies are under common control and management, the financial statements of
each individual company have been combined to provide a more meaningful
financial presentation of the operations of the Companies.
Results of Operations
- -----------------------
The Companies have had no revenues from operating activities since their
inception. The Companies' sole source of revenues have been interest income
earned on invested cash balances. Interest income for the year ended September
30, 1997 was $239,485 compared to $69,084 and $19,237 for the year ended
September 30, 1996 and for the period from inception to September 30, 1995,
respectively. The increase in interest income is attributable to an increase in
available cash resulting from increased capitalization of the Companies.
Total expenses for the year ended September 30, 1997 totaled $1,244,775 compared
to $914,868 for the year ended September 30, 1996 and $452,578 for the period
from inception to September 30, 1995. The increases in expenses for the year
ended September 30, 1997 were attributable primarily to increased salaries
caused by an increase in the number of personnel and costs associated with
developing the Companies business plans and PCS market areas. The Companies
also incurred additional legal and other professional services related to its
efforts to secure financing and the contracts associated with the development of
its PCS system. During the nine month period ended June 30, 1998, the Companies
incurred total expenses of $4,698,338, including an extraordinary charge of
$2,945,785 related to the forgiveness of debt by the FCC as discussed below.
During the nine month period ended June 30, 1998, the Companies continued to
devote substantially all of its efforts and incur costs related to securing
financing and contracts for the development of the PCS system.
Liquidity and Capital Resources During the years ended September 30, 1997 and
- ----------------------------------
1996 the Companies received proceeds from the issuance of preferred stock by
- --
21st II of $6,554,840 and $15,389,118, respectively, and $801,014 during the
- --
period from inception to September 30, 1995. 21st I also received $900,000
- --
during the period from inception to September 30, 1995 from the issuance of its
- --
capital stock. During the year ended September 30, 1996, the Companies borrowed
$1 million from Siemens Stromberg-Carlson which was repaid in full during the
year ended September 30, 1997.
The Companies paid $3,387,664 and $11,819,284 during the years ended September
30 1997 and 1996, respectively, to acquire the PCS licenses from the FCC. On
September 17, 1996, 21st JV entered into 17 notes payable to the FCC totaling
$88,373,554 related to the acquisition of 17 C block PCS licenses. On April 28,
1997, 21st BC entered into 8 notes payable to the FCC totaling $3,630,447
related to the acquisition of the F block PCS licenses. These notes payable to
the FCC, which included favorable financing terms, have been recorded at the net
present value of the cash flows required under the FCC notes using an estimated
borrowing cost of 13%, which represents management's estimated borrowing cost
for debt similar to that issued by the FCC.
The Companies also paid interest to the FCC of $3,093,074 during the year ended
September 30, 1997 related to the PCS license debts. Interest costs related to
the FCC notes payable, including note discount amortization, have been
capitalized and included as a part of the PCS license cost in the Companies
combined financial statements.
The FCC issued a reconsider order which went into effect in April 1998, which
allowed companies owning C block PCS licenses several options to restructure
their license holdings and associated notes payable to the FCC. On June 8,
1998, the Companies elected the disaggregation option to return one-half of the
C block PCS license spectrum (15 MHz of the original 30 MHz) in each of the 17 C
block PCS licenses of which the Company acquired. The disaggregation election
resulted in a 50% reduction in the respective C block license debts and accrued
interest owed to the FCC. Additionally, 50% of the original down payment for
each license continues to be considered a down payment for obtaining license
spectrum. Another 20% of the down payment was applied to reduce current
interest owed to the FCC for the remaining license debts. The remaining 30% of
the original C block PCS license down payments have been forfeited due to the
disaggregation election. At June 30, 1998, the Companies owed the FCC
$47,817,211 (undiscounted) and accrued interest payable of approximately
$44,875.
The Companies' disaggregation election resulted in a charge to operations of
$2,945,785 being recorded in June 1998 which represented forfeiture of the down
payments made to the FCC for the return of the license spectrum. The Companies
are prohibited from owning or re-bidding on the disaggregated licenses for two
years from the date of the re-auction by the FCC of those licenses.
The Companies capitalized $566,872 during the year ended September 30, 1997 and
$150,000 during the nine month period ended June 30, 1998 of PCS system
development cost.
The Companies had cash available to fund future operations of $3,783,008 at June
30, 1998, $5,829,299 at September 30, 1997, and $5,447,791 at September 30,
1996. At June 30, 1998, the Companies had current liabilities of $524,151,
$818,390 at September 30, 1997 and $1,605,583 at September 30, 1996. The
Companies' total liabilities decreased to $36,273,301 at June 30, 1998 due to
the return of C block license spectrum and the related forgiveness of debt by
the FCC in June 1998.
System Deployment. The Companies are continuing to evaluate the capital
- ------------------
expenditures necessary to design, install, and make operational each of its PCS
- --------
license market areas. Related thereto, the Companies have entered into various
agreements and contracts with equipment vendors and other contractors for the
design and build-out of the Companies' PCS networks. These agreements are
contingent upon the Companies obtaining the necessary capital and/or financing
necessary to finance the Companies' PCS network development. The Companies
estimate that the amount needed to build out all 27 markets and to defray
anticipated start-up losses would exceed $300 million.
The Companies to date have been unsuccessful in securing financing to deploy PCS
systems in its 27 markets. These difficulties have caused the Companies actively
to pursue the possibility of securing smaller amounts of financing needed to
build out a portion of their markets, with a view to using such markets to
demonstrate the viability of the PACS technology the Companies have selected for
their PCS systems; financing and build out of their other markets would take
place at some indefinite point in the future.
In this connection, immediately prior to the filing of this amendment to
Registrant's Form 10, the Companies entered into an agreement to borrow from a
substantial lender an amount of up to $100 million to finance the deployment of
PCS systems in all their Indiana markets except Indianapolis. Registrant will
summarize the provisions of this lending commitment in its Annual Report on Form
10-K, to be filed no later than January 13, 1999, and will file a copy of such
lending commitment as an exhibit thereto. The lending commitment is a firm
commitment, subject to certain contingencies,including those mentioned below.
Management believes, but cannot assure, that if the selected Indiana markets are
successful, additional financing will become available from the same source or
other sources to build out the remainder of its markets, including Indianapolis.
The lending commitment is subject to a number of contingencies, chief among
which is the requirement that the Companies must have secured commitments for
$50 million in additional equity by April 15, 1999, with not less than $25
million having been subscribed in cash by such date. The Companies believe that
the aggregate $150 million in new financing contemplated by this approach would
be sufficient to bring the selected Indiana markets to profitability. The
Companies are in active discussion with a number of institutional investors with
a view to securing such additional equity, but no assurances can be given that
they will be successful in their attempt to raise this additional capital.
In the event the Companies are unsuccessful in their attempt promptly to secure
new equity financing, or are unable promptly to satisfy the conditions of the
debt facility mentioned above, they will seek to secure alternative financing,
including bridge financing, from one or more vendors of PCS systems based on
technology standards other than PACS. There can be no assurance offered that the
Companies will be successful in arranging such alternative financing.
As of the filing date of this amendment to Registrant's Form 10, the Companies'
remaining cash would not be sufficient to fund its operations at the present
level and also make their next full scheduled license payment to the FCC, due
on April 28, 1999. This cash difficulty may be exacerbated by the fact that the
Companies' expenditure levels are likely to increase during the first calendar
quarter of 1999 owing to increased travel costs and legal costs associated with
the lending commitment mentioned above. Failure to make an installment payment
on any license will bring about its forfeiture, as well as the forfeiture of all
amounts previously paid on such license. If the Companies are not successful in
attracting new financing prior to the end of April, 1999, they may elect not to
make their C block license payments, thereby forfeiting their 17 C block
licenses. The amount saved thereby - approximately $773,000 - would give the
Companies sufficient cash to continue operations (assuming uniform levels of
expenditure at the current levels) through the balance of the period ending June
30, 1999. During such period the Companies would continue to seek financing for
the build out of their 10 remaining markets.
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:
<TABLE>
<CAPTION>
Name of Beneficial Title of Class Amount Percent of Class
and Nature
of Beneficial
Ownerhip
<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), 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), 62,500 2.40%
Preference Stock
Philip Nelson " 100,000 3.90%
Frank Coughlin " 115,000 4.50%
</TABLE>
<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:
<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
</TABLE>
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. LaBellewas 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, and in a sales capacity at United Communications,
LTD. 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 Coss 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 Chairman of Star Cable Associates, Chairman of International
Sports Marketing, Chairman of the Bantry Group, a nationwide provider of
specialized health services, President of Business Records Management and
Chairman of Production Masters, IncHe is a former President and Director of
Turner Communications Corporation and of Rollins Communications Corporation. Mr.
Roddey also serves on the boards of Allin Communications Corporation and
Clo-White, Inc. 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.
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.
<TABLE>
<CAPTION>
1997 1996 1995
<S> <C> <C> <C> <C>
Robert Andrew Hart IV . . . Chairman of the Board;
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 $43,155.00
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 $16,276.00
</TABLE>
(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 that participated in the private placement of securities
of Registrant or its affiliates. , Registrant or registrant's affiliates (i.e.,
21st Century Telesis LLC and PCS Communications LLC) paid brokerage commissions
of $453,512 and $618,648 to Atlantic-Pacific Financial for the years ended
September 30, 1996 and 1997, respectively. All such payments were commissions
payable in connection with private offerings of securities of Registrant and
affiliates, and did not differ in kind from commissions paid to non-affiliated
broker-dealers participating in such private placements.
In addition to the foregoing, Registrant and/or its affiliated LLC's paid
$1,010,444 for the year ended September 30, 1996 and $436,959 for the year ended
September 30, 1997 to Aventine, Inc. Aventine utilized the amounts paid to it as
follows. From the $1,010,444 paid to it during the year ended September 30,
1996, it paid (a) a total of $537,172 in finder' fees and wholesaling overrides
(i.e., fees paid for inducing broker-dealers other than Atlantic-Pacific
Financial to participate in the private placements) to six individuals, none of
whom were officers or directors of Registrant, or members of Registrant's
promotional group or 5% or more stockholders in Registrant; (b) salaries of
$62,000 each to Messrs. Chasmar, Barbieri and Kaufman; (c) repayment of a "seed
money" advance in the amount of $165,000 made by the H. R. Hart Communications
L.P., one of Registrant's promoters; and (d) the balance was used to help defray
overhead. From the $436,959 paid to Aventine during the 12 months ending
September 30, 1997, Aventine paid (a) $135,322 in finders' fees and wholesaling
fees to three individuals, none of whom were officers or directors of
Registrant, or members of Registrant's promotional group or 5% or more
stockholders in Registrant; (b) salaries of $45,000 each to Messrs. Chasmar,
Barbieri and Kaufman; repaid loans totalling $53,966 made to it by three of its
employees, none of whom were officers or directors of Registrant, or members of
Registrant's promotional group or 5% or more stockholders in Registrant; and (c)
utilized the balance to help defray overhead.
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.
The Hamilton Telephone Company, owned in part by Mr. Philip Nelson, one of
Registrant's directors, has an informal agreement with the Companies to provide
management and other services for portions of the Companies' Nebraska BTA's. In
the opinion of management of Registrant such agreement, if implemented, will not
have a material effect on the Companies' operations, prospects or profitability.
(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")
elected 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.
Bidding in the C block auction was conducted by officers of Registrant on
behalf of the 21st Century Telesis Joint Venture ("JV"), the Delaware general
partnership of which Registrant is a member, and the entity that holds title to
the licenses ultimately secured in the auction.
During the auction, the JV had been higher bidder for several rounds on the
Indianapolis market. There came a time in which another bidder, which had not
previously shown an interest in Indianapolis, but which had been the repeated
high bidder for the Baton Rouge license, topped Registrant's bid for
Indianapolis. In the following round, Registrant, which had not previously bid
on Baton Rouge, placed the high bid on that market, bidding an amount that ended
with the numbers "XXX," which numbers were the same as market designator for
Indianapolis.
Thereafter, in the next round, the JV resumed bidding on Indianapolis and
ultimately won that market. The JV made no further bids on Baton Rouge and the
other bidder made no further bids on Baton Rouge. There were no discussions
between the JV, or any of its affiliates, and the other bidder, before or during
the auction respecting the C block markets, the auction or bidding strategies
for the auction. Neither were there any discussions respecting or touching upon
market allocation.
After reviewing the above circumstances, the FCC staff concluded that the
"trailing number" bid placed for one round on the Baton Rouge market did not
constitute a violation of the FCC's rules against bidding collusion.
Notwithstanding this finding by the primarily cognizant agency, the
Antitrust Division of the Department of Justice, upon review of the facts,
concluded that the single bid by the JV amounted to an improper signal, and
advised Registrant that it intended to commence an enforcement proceeding.
Registrant believes that the position of the Antitrust Division is
erroneous, and that Registrant would prevail in any enforcement action. Rather
than devote the time and resources necessary to contest the matter, however,
Registrant has entered into a consent decree which was entered in an action
filed by the Department in Federal District Court. Under the terms of such
decree, Registrant agreed not to violate FCC bidding rules in the future, while
denying that it has done so in the past; no fines or penalties were assessed
against Registrant. Registrant will file a copy of the agreement and/or decree
as an Exhibit to its Annual Report on Form 10-K.
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: independent
telephone companies, telephone company executives/owners, and telephone
consultantsThe purchasers were professional acquaintances of Mr. Robert Andrew
Hart IV, Registrant's Chairman and Chief Executive Officer. Mr. Hart has long
been active in various professional and trade associations related to the
independent telephone industry.
Such sales, which were made in reliance on 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. The investors were, in the main, business acquaintances
of Robert Andrew Hart IV and/or other stockholders of the Companies.
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 brokerages included First Diversified,
Balanced Financial Securities, Atlantic Pacific Financial, Inc., Santa Fe
Securities, Spectrum Investment Services and Trendsgroup Financial, Inc.
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 brokers included: Atlantic Pacific Financial,
Inc., Balanced Financial Securities, Laguna Securities, Inc., Santa Fe
Securities and Spectrum Investment Service
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.
C O N T E N T S
- ----------------------
Page
----
Independent Auditors' Report 1
Combined Balance Sheets 2 - 3
Combined Statements of Operations 4
Combined Statements of Shareholders' Equity 5 - 6
Combined Statements of Cash Flows 7
Notes to Combined Financial Statements 8 - 23
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, 1996, and 1995 and the period from inception, December 6, 1994, to
September 30, 1995 and 1997. These combined financial statements are the
responsibility of the Companies' 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 period 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.
/s/ POSTLETHWAITE & NETTERVILLE, APAC
Baton Rouge, Louisiana
May 8, 1998
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
<TABLE>
<CAPTION>
A S S E T S
1997 1996
----------- -----------
<S> <C> <C>
CURRENT ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . - -
- ------------------------------------------------------------------ -----------
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 EQUIPMENT
- ------------------------------------------------------------------
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
Capitalized system development costs . . . . . . . . . . . . . . . 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
=========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
L I A B I L I T I E S
<TABLE>
<CAPTION>
1997 1996
------------ ------------
<S> <C> <C>
CURRENT LIABILITIES. . . . . . . . . . . . . . . . . . . . - -
- ---------------------------------------------------------- ------------
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 Commission. . . . . 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
------------ ------------
S T O C K H O L D E R S' E Q U I T Y
- ----------------------------------------------------------
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 shares
authorized, 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
============ ============
</TABLE>
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 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
----------------------------------------------------------------------------
<TABLE>
<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>
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. . 2,399,447 590,751 33,433
=============== =============== ===============
</TABLE>
The accompanying notes are an integral part of these statements.
- -------------------------------------------------------------------------
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' EQUITY
------------------------------------------
FROM THE DATE OF INCEPTION, DECEMBER 6, 1994, TO SEPTEMBER 30, 1997
-------------------------------------------------------------------
<TABLE>
<CAPTION>
21ST CENTURY TELESIS, INC.
- --------------------------------
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 17,500
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 $10.77 per share. . . . . - - - - - -
Costs of raising equity. . . . . - - - - - -
Net loss . . . . . . . . . . . . - - - - - -
BALANCE, September 30, 1997. . . 736,429 $7,364 1,643,214 $- 175,000 $17,500
===================== ================= ========= ======= ======= =======
</TABLE>
The accompanying notes are an integral part of these statements.
- -------------------------------------------------------------------------
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' EQUITY
------------------------------------------
FROM THE DATE OF INCEPTION, DECEMBER 6, 1994, TO SEPTEMBER 30, 1997
-------------------------------------------------------------------
<TABLE>
<CAPTION>
DEFICIT
21ST CENTURY TELESIS (II), INC. 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 $10.00 per share . . . . 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, September 30, 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) 15,836,007
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
=========== ============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these statements.
- -------------------------------------------------------------------------
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
----------------------------------------------------------------------------
<TABLE>
<CAPTION>
Year Ended Year Ended Inception to Inception to
---------------
September 30, September 30, September 30, September 30,
---------------
1997 1996 1995 1997
--------------- --------------- --------------- ---------------
CASH FLOWS FROM OPERATING ACTIVITIES
- ---------------------------------------------------
<S> <C> <C> <C> <C>
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) - (76,523)
Increase in accounts payable and accrued expenses . (206,333) 279,525 134,188 207,380
--------------- --------------- --------------- ---------------
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) - - (312,119)
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) (15,742,341)
--------------- --------------- --------------- ---------------
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 23,669,972
--------------- --------------- --------------- ---------------
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 1 i for supplemental cash flow information
</TABLE>
The accompanying notes are an integral part of these statements.
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 I controls and manages 21st JV, 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 JV 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 JV, 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 combined financial statements reflect the combination of the
individual financial statements of 21st I, 21st II, 21st JV, and 21st BC
(collectively referred to as "the Companies"). These Companies are under common
control of 21st I, as described in Note 1a above, are under common management,
and engage in similar operating activities. 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.
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 JV 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 JV 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 $1,111,871. 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.
1.
<PAGE>
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. The Companies also record long-lived assets for which
management has committed to a plan to dispose of assets at the lower of the
carrying value or fair value less the cost to dispose 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.
<PAGE>
1. SIGNIFICANT ACCOUNTING POLICIES (continued)
---------------------------------
I. 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:
<TABLE>
<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
</TABLE>
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, which have not quoted market price, is
discussed at Note 3.
<PAGE>
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:
<TABLE>
<CAPTION>
Years ended September 30, Inception to
1997 1996 September 30, 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)
=========================== ============== ====================
</TABLE>
1. SIGNIFICANT ACCOUNTING POLICIES (continued)
---------------------------------
L. 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
-------------
<TABLE>
<CAPTION>
<S> <C> <C>
At September 30, 1997 and 1996, note payable consisted of:
1997 1996
----- -----------
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
===== ===========
</TABLE>
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 $1,546,537
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.
<PAGE>
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 disaggregate the licenses it holds in
other MTAs. The licensee will be prohibited from bidding for this spectrum, or
otherwise acquiring it in the secondary market, for two years from the date of
the 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.
<PAGE>
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 begins. The seventy percent credit
must be applied toward prepayment of the entire principal amount owed for a
retained MTA with 30MHz licenses and/or toward prepayment of the entire
principal owed 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 I 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 non-cash consideration
due to the lack of an objective valuation.
<PAGE>
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 JV (see Notes 1a 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 21st 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 21 II capital stock. No warrants were issued, forfeited, 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 JV 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.
<PAGE>
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 of 21st 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 21st 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:
<TABLE>
<CAPTION>
Year ended Year ended Inception to
September 30, 1997 September 30, 1996 September 30, 1995
-------------------- -------------------------------------------- --------------------
<S> <C> <C> <C>
Current tax expense. . ($6,815) $ 6,815 $ -
Deferred tax (benefit)
provision. . . . . . (292,895) (279,245) (160,320)
-------------------- -------------------------------------------- --------------------
(299,710) (272,430) (160,320)
Change in valuation
Allowance . . . . . 299,710 272,430 160,320
-------------------- -------------------------------------------- --------------------
Income tax expense . . $ - $ - $ -
==================== ============================================ ====================
Inception to
September 30, 1997
--------------------
<S> <C>
Current tax expense. . $ -
Deferred tax (benefit)
provision. . . . . . (732,460)
--------------------
(732,460)
Change in valuation
Allowance . . . . . 732,460
--------------------
Income tax expense . . $ -
====================
</TABLE>
<PAGE>
7. PROVISION FOR INCOME TAXES (continued)
-----------------------------
The combined provision for income taxes differs from the provision computed at
the statutory federal income tax rate for the following reasons:
<TABLE>
<CAPTION>
Year ended Year ended Inception to
September 30, 1997 September 30, 1996 September 30, 1995
-------------------- -------------------------------------------- --------------------
<S> <C> <C> <C>
Net loss before income taxes. ($1,005,290) ($845,784) ($433,341)
==================== ============================================ ====================
Income tax at statutory rates (341,799) (287,567) (147,336)
Non-deductible expenses . . . 42,089 15,137 (12,984)
State income taxes. . . . . . - - -
Change in valuation allowance 299,710 272,430 160,320
-------------------- -------------------------------------------- --------------------
Income tax expense. . . . . . $ - $ - $ -
==================== ============================================ ====================
Inception to
September 30, 1997
--------------------
<S> <C>
Net loss before income taxes. ($2,284,415)
====================
Income tax at statutory rates (776,702)
Non-deductible expenses . . . 44,242
State income taxes. . . . . . -
Change in valuation allowance 732,460
--------------------
Income tax expense. . . . . . $ -
====================
</TABLE>
Deferred income taxes reflect the impact of temporary differences between
the amount of assets and liabilities for financial reporting purposes based on
currently enacted tax laws and regulations. The components of net deferred tax
assets at September 30, 1997, 1996, and 1995 are as follows:
<TABLE>
<CAPTION>
1997 1996 1995
------------ ---------- ----------
<S> <C> <C> <C>
Deferred tax assets:
Deferred pre-operating and
developmental costs. . . . $ 719,400 $ 297,750 $ 153,650
Net operating loss
carryforwards. . . . . . . 2,116,360 214,200 6,670
------------ ---------- ----------
2,835,760 511,950 160,320
Less: valuation allowance. . (732,460) (432,750) (160,320)
------------ ---------- ----------
2,103,300 79,200 -
Deferred tax liabilities:
Tax deduction of capitalized
Interest . . . . . . . . . (2,103,300) (79,200) -
------------ ---------- ----------
Net deferred tax asset . . . . $ - $ - $ -
============ ========== ==========
</TABLE>
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,
1996, and 1995. 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. The Companies have combined net operating loss
carryforwards of approximately $5,970,000 which may be available to offset
future taxable income.
<PAGE>
8. COMMITMENTS AND CONTINGENCIES
-------------------------------
Capital Stock
21st I has agreed with its preference stockholders that if 21st I 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 of 21st I), the 21st JV benefited from bidding credits and
installment financing in the FCC's C and F block auctions. The 21st JV 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 award
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 21st 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.
<PAGE>
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. The successful development of the licenses also depends on
the Companies' ability to lease or acquire sites for the location of equipment,
some of which may be subject to zoning or other regulatory approvals 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 and build their PCS network, meet their FCC license debt service
requirements and provide for their continuing working capital needs. The
Companies are exploring the availability of financing in the amount 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 $ 1,004,545
============
<PAGE>
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 high-speed
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.
<PAGE>
9. 21ST CENTURY TELESIS (II), INC.
-----------------------------------
As described in Note 1b., the combined financial statements included in the
financial statements of 21st Century Telesis (II), Inc. The condensed balance
sheets, condensed statements of operation, and condensed statements of cash
flows for 21st II are presented below:
<TABLE>
<CAPTION>
September 30, September 30,
1997 1996
--------------- ---------------
Condensed Balance Sheet
- ----------------------------------------------------
<S> <C> <C> <C> <C>
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
=============== ===============
Year ended Year ended Inception to Inception to
September 30, September 30, September 30, September 30,
1997 1996 1995 1997
--------------- --------------- --------------- -------------
Condensed Statement of Operations
- ----------------------------------------------------
Revenues . . . . . . . . . . . . . . . . . . . . $ - $ - $ - $ -
Loss from unconsolidated affiliate . . . . . . . 849,942 351,593 - 1,201,535
Management fee to 21st I . . . . . . . . . . . . - 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) ($1,346,267)
=============== =============== =============== =============
</TABLE>
<PAGE>
9. 21ST CENTURY TELESIS (II), INC. (continued)
-----------------------------------
<TABLE>
<CAPTION>
Year ended Year ended Inception to Inception to
September 30, September 30, September 30, September 30,
1997 1996 1995 1997
--------------- --------------- --------------- ---------------
Condensed Statement of Cash Flows
- -----------------------------------------
<S> <C> <C> <C> <C>
Cash flows from operating activities:
Net losses. . . . . . . . . . . . . ($708,555) ($550,718) ($86,994) ($1,346,267)
Losses from 21st JV . . . . . . . . 849,942 351,593 - 1,201,535
Changes in operating assets
and liabilities . . . . . . . . . (158,597) 229,635 (380) 70,658
--------------- --------------- --------------- ---------------
(17,210) 30,510 (87,374) (74,074)
Cash flows from investing activities:
Investments in 21st JV. . . . . . . (6,082,754) (10,830,000) - (16,912,754)
Cash flows from financing activities:
Proceeds from issuance of stock . . 6,554,840 15,198,552 1,017,580 22,770,972
--------------- --------------- --------------- ---------------
Net change in cash. . . . . . . . . . 454,876 4,399,662 930,206 5,784,144
Cash at beginning of year . . . . . . 5,329,268 930,206 - -
--------------- --------------- --------------- ---------------
Cash at end of year . . . . . . . . . $ 5,784,144 $ 5,329,268 $ 930,206 $ 5,784,144
=============== =============== =============== ===============
</TABLE>
21ST CENTURY TELESIS, INC.
--------------------------
21ST CENTURY TELESIS (II), INC.
21ST CENTURY TELESIS JOINT VENTURE AND
21ST CENTURY BIDDING CORPORATION
(DEVELOPMENT STAGE COMPANIES)
CONDENSED COMBINED BALANCE SHEETS
JUNE 30, 1998 AND 1997
<TABLE>
<CAPTION>
A S S E T S
1998 1997
----------- -----------
CURRENT ASSETS
- -------------------------------------------------
<S> <C> <C>
Cash. . . . . . . . . . . . . . . . . . . . . . . $ 3,783,008 $ 5,742,270
Accrued interest receivable . . . . . . . . . . . 19,591 6,042
Note receivable . . . . . . . . . . . . . . . . . 50,000 50,000
Prepaid expenses. . . . . . . . . . . . . . . . . 11,042 51,388
Total current assets . . . . . . . . . . . . . 3,863,641 5,849,700
----------- -----------
FURNITURE AND EQUIPMENT
- -------------------------------------------------
Net of accumulated depreciation . . . . . . . . . 120,000 107,765
----------- -----------
OTHER ASSETS
- -------------------------------------------------
PCS license costs, including capitalized interest 48,413,122 81,744,502
Capitalized system development costs. . . . . . . 716,872 321,170
Deposits. . . . . . . . . . . . . . . . . . . . . 11,524 3,500
Organizational costs. . . . . . . . . . . . . . . 2,705 2,705
Total other assets. . . . . . . . . . . . . . . . 49,144,223 82,071,877
----------- -----------
TOTAL ASSETS. . . . . . . . . . . . . . . . . . . $53,127,864 $88,029,342
=========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
L I A B I L I T I E S
<TABLE>
<CAPTION>
1998 1997
------------ ------------
CURRENT LIABILITIES
- ---------------------------------------------------------
<S> <C> <C>
Accounts payable and accrued expenses . . . . . . . . . . $ 79,276 $ 399,161
Accrued interest - FCC currently payable. . . . . . . . . 444,875 -
------------ ------------
Total current liabilities . . . . . . . . . . . . . . . . 524,151 399,161
------------ ------------
LONG-TERM DEBTS - less current maturities
- ---------------------------------------------------------
Notes payable - Federal Communications Commission . . . . 35,749,150 62,949,175
Accrued interest - FCC notes payable. . . . . . . . . . . - 3,630,447
Total long-term debts . . . . . . . . . . . . . . . . . . 35,749,150 66,579,622
------------ ------------
COMMITMENTS AND CONTINGENCIES . . . . . . . . . . . . . . - -
- ---------------------------------------------------------
TOTAL LIABILITIES . . . . . . . . . . . . . . . . . . . . 36,273,301 66,978,783
------------ ------------
S T O C K H O L D E R S' E Q U I T Y
- ---------------------------------------------------------
21st Century Telesis, Inc.
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 shares
authorized, 175,000 shares issued and outstanding . . . . 17,500 17,500
21st Century Telesis (II), Inc.
Preference stock, $.10 par value, 5,500,000 shares
authorized, 2,571,328 shares issued and outstanding . . . 257,133 248,031
Additional paid in capital. . . . . . . . . . . . . . . . 23,387,975 22,721,625
Deficit accumulated during the development stage. . . . . (6,815,409) (1,943,961)
Total Stockholders' Equity. . . . . . . . . . . . . . . . 16,854,563 21,050,559
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY. . . . . . . . $53,127,864 $88,029,342
============ ============
</TABLE>
21ST CENTURY TELESIS, INC.
--------------------------
21ST CENTURY TELESIS (II), INC.
-------------------------------
21ST CENTURY TELESIS JOINT VENTURE AND
--------------------------------------
21ST CENTURY BIDDING CORPORATION
--------------------------------
(DEVELOPMENT STAGE COMPANIES)
-----------------------------
CONDENSED COMBINED STATEMENTS OF OPERATIONS
-------------------------------------------
FOR THE NINE MONTHS ENDED JUNE 30, 1998 AND 1997 AND
----------------------------------------------------
FROM THE DATE OF INCEPTION, DECEMBER 6, 1994, TO JUNE 30, 1997
--------------------------------------------------------------
<TABLE>
<CAPTION>
Inception to
--------------
1998 1997 30-Jun-97
-------------- ---------- ------------
REVENUES $- $- $-
- ------------------------------------- -------------- ---------- ------------
OPERATING EXPENSES
- -------------------------------------
<S> <C> <C> <C>
Salaries. . . . . . . . . . . . . . . 719,598 433,655 2,040,397
Travel, meetings and conferences. . . 133,476 75,951 515,818
Legal and other professional services 505,791 140,176 837,879
Interest expense. . . . . . . . . . . - 49,186 91,921
Rent. . . . . . . . . . . . . . . . . 109,935 36,490 224,932
Telephone and utilities . . . . . . . 33,780 11,222 101,806
Office and other expenses . . . . . . 249,973 93,997 552,021
Loss on return of C block licenses. . 2,945,785 - 2,945,785
4,698,338 840,677 7,310,559
-------------- ---------- ------------
OTHER INCOME
- -------------------------------------
Interest income . . . . . . . . . . . 167,344 175,841 495,150
-------------- ---------- ------------
LOSS BEFORE PROVISION
- -------------------------------------
FOR INCOME TAXES. . . . . . . . . . . (4,530,994) (664,836) (6,815,409)
- ------------------------------------- -------------- ----------
Provision for income taxes. . . . . . - - -
-------------- ---------- ------------
NET LOSS. . . . . . . . . . . . . . . $ (4,530,994) $(664,836) $(6,815,409)
- ------------------------------------- -------------- ---------- ============
</TABLE>
21ST CENTURY TELESIS, INC.
--------------------------
21ST CENTURY TELESIS (II), INC.
-------------------------------
21ST CENTURY TELESIS JOINT VENTURE AND
--------------------------------------
21ST CENTURY BIDDING CORPORATION
--------------------------------
(DEVELOPMENT STAGE COMPANIES)
-----------------------------
CONDENSED COMBINED STATEMENT OF STOCKHOLDERS' EQUITY
----------------------------------------------------
FOR THE NINE MONTH PERIOD ENDED JUNE 30, 1998
---------------------------------------------
<TABLE>
<CAPTION>
21ST CENTURY TELESIS, INC.
- -------------------------------
Common Stock Series A Common Stock Series B
----------------------- ---------------------
No. of No. of
Shares Amount Shares Amount
- ------------------------------- --------------------- ----------------- ---------
<S> <C> <C> <C> <C>
BALANCE, September 30, 1997 . . 736,429 7,364 1,643,214 -
Net loss. . . . . . . . . . . . - - - -
BALANCE, June 30, 1998. . . . . 736,429 $7,364 1,643,214 $ -
======== ======= ========= =======
</TABLE>
<TABLE><CAPTION>
Preference Stock
- -----------------
<S>
No. of Shares Amount
<C> <C>
BALANCE, September 30, 1997 . . 175,000 17,500
Net loss. . . . . . . . . . . . - -
BALANCE, June 30, 1998. . . . . 175,000 $17,500
======= =======
</TABLE>
<TABLE>
<CAPTION>
21ST CENTURY TELESIS (II), INC. ACCUMULATED
Preference Stock ADDITIONAL DURING THE
------------------------------------ ------------
No. of PAID IN DEVELOPMENT
Shares Amount CAPITAL STAGE TOTAL
------------------------ -------- --------- ------
<S> <C> <C> <C> <C> <C>
BALANCE, September 30, 1997. 2,571,328 257,133 23,387,975 (2,284,415) 21,385,557
Net loss . . . . . . . . . . - - - (4,530,994) 4,530,994)
BALANCE, June 30, 1998 . . . 2,571,328 $257,133 $23,387,975 $(6,815,409) $16,854,563
========= ========= =========== ========== ============
The accompanying notes are an integral part of these statements.
</TABLE>
21ST CENTURY TELESIS, INC.
--------------------------
21ST CENTURY TELESIS (II), INC.
-------------------------------
21ST CENTURY TELESIS JOINT VENTURE AND
--------------------------------------
21ST CENTURY BIDDING CORPORATION
--------------------------------
(DEVELOPMENT STAGE COMPANIES)
-----------------------------
CONDENSED COMBINED STATEMENTS OF CASH FLOWS
-------------------------------------------
FOR THE NINE MONTHS ENDED JUNE 30, 1998 AND 1997 AND
----------------------------------------------------
FROM THE DATE OF INCEPTION, DECEMBER 6, 1994, TO JUNE 30, 1997
--------------------------------------------------------------
<TABLE>
<CAPTION>
Inception to
--------------
1998 1997 30-Jun-98
-------------- ------------ -------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES. . . . . . . - - -
- ------------------------------------ ------------- -------------- ------------
Net loss. . . . . . . . . . . . . . . . . . . . . $ (4,530,994) $ (664,836) $ (6,815,409)
Adjustment to reconcile net loss to net cash
used by operating activities:
Loss on return of C block licenses. . . . . . . . 2,945,785 - 2,945,785
Depreciation expense. . . . . . . . . . . . . . . 19,985 22,433 75,211
Accrued interest receivable and prepaid expenses. 45,890 (48,357) (30,633)
Increase in accounts payable and accrued expenses (340,792) (293,655) (133,412)
-------------
Net cash used by operating activities . . . . . . (1,860,126) (984,415) (3,958,458)
-------------- ------------ -------------
CASH FLOWS FROM INVESTING ACTIVITIES
- -------------------------------------------------
Payments for PCS licenses . . . . . . . . . . . . - (3,387,664) (15,206,948)
Payments for other capitalized system costs . . . (150,000) - (462,119)
Advanced on note receivable . . . . . . . . . . . - - (50,000)
Purchases of furniture and equipment. . . . . . . (36,165) (38,726) (195,210)
Payment of deposits and organizational costs. . . - - (14,229)
Net cash used by investing activities . . . . . . (186,165) (3,426,390) (15,928,506)
-------------- ------------ -------------
CASH FLOWS FROM FINANCING ACTIVITIES
- -------------------------------------------------
Proceeds from issuance of common stock - Series A - - 25,000
Proceeds from issuance of preference stock-
net of issuance costs. . . . . . . . . . . . . . - 5,879,388 23,644,972
Advances from (repayments to) stockholder - net . - (174,104) -
Proceeds from note payable. . . . . . . . . . . . - - 1,000,000
Payments on note payable. . . . . . . . . . . . . - (1,000,000) (1,000,000)
Net cash provided by financing activities . . . . - 4,705,284 23,669,972
-------------- ------------ -------------
Net increase in cash. . . . . . . . . . . . . . . (2,046,291) 294,479 3,783,008
Cash at beginning of period . . . . . . . . . . . 5,829,299 5,447,791 -
-------------- ------------ -------------
Cash at end of period . . . . . . . . . . . . . . $ 3,783,008 $ 5,742,270 $ 3,783,008
============== ============ =============
</TABLE>
The accompanying notes are an integral part of these statements.
21ST CENTURY TELESIS, INC.
--------------------------
21ST CENTURY TELESIS (II), INC.
-------------------------------
21ST CENTURY TELESIS JOINT VENTURE AND
--------------------------------------
21ST CENTURY BIDDING CORPORATION
--------------------------------
(DEVELOPMENT STAGE COMPANIES)
-----------------------------
NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS
------------------------------------------------
1. GENERAL
-------
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. 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 Personal Communications
Services ("PCS") systems under licenses obtained at the FCC auctions. 21st JV
formed a wholly owned Delaware subsidiary, 21st Century Bidding Corporation
(21st BC). Under the terms of the Joint Venture Agreement, which was executed as
of January 23, 1995, 21st I controls and manages 21st JV, 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.
The accompanying combined financial statements reflect the combination of the
individual financial statements of 21st I, 21st II, 21st JV, and 21st BC
(collectively referred to as "the Companies"). These Companies are under common
control of 21st I, as described above, are under common management, and engage
in similar operating activities. 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.
The accompanying condensed combined financial statements of the Companies have
been prepared by the Companies without audit pursuant to the rules and
regulations of the Securities and Exchange Commission (the "SEC"). Certain
information and footnote disclosures normally included in financial statements
presented in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to the rules and regulations of the SEC. The
Company believes the disclosures made are adequate to make the information
presented not misleading. However, the condensed combined financial statements
should be read in conjunction with the combined financial statements and notes
thereto included in the Companies' Form 10 for the year ended September 30,
1997.
In the opinion of the Companies, the accompanying unaudited condensed combined
financial statements reflect all adjustments necessary to present fairly the
combined financial position of the Companies as of June 30, 1998 and 1997, and
the combined results of operations and cash flows for the nine months periods
then ended. Interim results are not necessarily indicative of fiscal year
performance because of the impact of seasonal or short-term variations.
2. RETURN OF C BLOCK LICENSES AND DEBT RESTRUCTURING
- -- --------------------------------------------------------
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.
2.
- --
<PAGE>
RETURN OF C BLOCK LICENSES AND DEBT RESTRUCTURING (continued)
- --------------------------------------------------------
The FCC issued a reconsideration order which went into effect in April,
1998 which allowed C block PCS license holders options to restructure their
licenses and related debts to the FCC. On June 8, 1998, the Companies elected
to return one-half of the spectrum (15 MHz of its 30 MHz) for each if its C
block licenses. This dissagregation election extinguished 50% of the respective
license debt and accrued interest and prohibits the Companies from bidding for
this spectrum, or otherwise acquiring in the secondary market, for two years
from the date of the start of the re-auction. As a result of this election, the
Companies recognized a charge to operations of $2,945,785 in June 1998,
representing the forfeiture of part of the original down payment on the C block
PCS licenses. The Company also recognized reductions in its FCC debt of
$33,001,889 (net of discount), accrued interest payable of $7,751,012 and
capitalized license cost of $43,698,686.
The restructured C block license notes have a carrying value of $33,001,889
at June 30, 1998. These notes continue to bear interest at 7.0% and require
quarterly interest only payments of $773,269 beginning on October 31, 1998
through October 31, 2002. Commencing January 31, 2003, quarterly principal and
interest payments of $3,190,268 are required with any unpaid balances due on
September 17, 2006.
The Companies also have F block notes payable to the FCC with a carrying value
of $2,747,261 at June 30, 1998. These notes bear interest at 6.25% and require
interest only payments of $56,725 through April 1999 and quarterly principal and
interest payments thereafter of $145,034 through April 2007.
Pursuant to industry practices, the FCC debts have bee recorded at the net
present value of the required payments based on the Companies' estimate of
borrowing costs of 13% for debt similar to that issued by the FCC.
3. COMMITMENTS AND CONTINGENCIES
-------------------------------
FCC Control Requirements
As a qualifying small business with an identified control group (certain of the
founding stockholders of 21st I), the 21st JV benefited from bidding credits and
installment financing in the FCC's C and F block auctions. The 21st JV 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 award
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.
<PAGE>
3. COMMITMENTS AND CONTINGENCIES (continued)
-------------------------------
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 21st 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. 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. The successful development of the licenses also
depends on the Companies' ability to lease or acquire sites for the location of
equipment, some of which may be subject to zoning or other regulatory approvals
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 are developmental companies that have incurred net losses since
inception and expect to continue to experience net losses and cash flow
deficiencies from operations. As more fully discussed in the Management's
Discussion and Analysis, the Companies will require substantial amounts of
additional capital to design, develop and build their PCS network, meet their
FCC license debt service requirements, provide for continuing working capital
needs, and to market and promote the Companies' services. The Companies are
exploring the availability of additional capital. The ability of the Companies
to raise the necessary capital is subject to numerous uncertainties and
management can provide no assurances that such capital will be raised timely for
the built-out of the Companies' PCS system or to meet the debt service
requirements of the PCS license debts.
4. RECENT ACCOUNTING PRONOUNCEMENTS
----------------------------------
In June 1997, the Financial Accounting Standards Board issued SFAS No. 130
"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 non-owner 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.
<PAGE>
4. RECENT ACCOUNTING PRONOUNCEMENTS (continue)
----------------------------------
In March 1998, Statement of Position 98-1, "Accounting for the Cost of Computer
Software Developed or Obtained for Internal Use" ("SOP 98-1"), was issued which
provides guidance on whether and under what conditions the costs of internal-use
software should be capitalized. SOP 98-1 is effective for all transactions
entered into in fiscal years beginning after December 15, 1998, however earlier
adoption is encouraged. Companies believe the adoption of SOP 98-1 will not be
material to its results of operations or cash flows.
In June 1997, Statement of Financial Accounting Standards No. 131, "Disclosures
about Segments of an Enterprise and Related Information" was issued which
redefines how operating segments are determined and requires disclosures of
certain financial and descriptive information about operating segments. SFAS
131 is effective for fiscal periods beginning after December 15, 1997 and its
adoption may require additional disclosure of the Company's historical financial
data beginning with fiscal year ending September 30, 1999.
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
Tele
sis 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 balance sheets as of June 30, 1998 and related statements of
income and cash flows for the nine-month periods ended June 30, 1998 and June
30, 1997.
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 amended registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
21st Century Telesis (II), Inc.
Registrant
Date: January 4, 1999.
By: Philip J. Chasmar, Secretary
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 o
f 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, w
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
management 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
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
<TABLE>
<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 $1,318,137.90 $613,732.13 $97,608.81
26:. Mar-2003 7.00% $ 100,675.93 $77,608.52 $23,067.41 $ 0.00 $1,240,529.38 $636,799.54 $23,067.41
27:. Jun-2003 7.00% $ 100,675.93 $78,966.67 $21,709.26 $ 0.00 $1,161,562.71 $658,508.80 $44,776.67
28:. Sep-2003 7.00% $ 100,675.93 $80,348.58 $20,327.35 $ 0.00 $1,081,214.13 $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 $ 477,994.72 $780,348.25 $21,465.49
36:. Sep-2005 7.00% $ 100,675.93 $92,311.02 $ 8,364.91 $ 0.00 $ 385,683.70 $788,713.16 $29,830.40
37:. Dec-2005 7.00% $ 100,675.93 $93,926.47 $ 6,749.46 $ 0.00 $ 291,757.23 $795,462.62 $ 6,749.46
38:. Mar-2006 7.00% $ 100,675.93 $95,570.18 $ 5,105.75 $ 0.00 $ 196,187.05 $800,568.37 $11,855.21
39:. Jun-2006 7.00% $ 100,675.93 $97,242.66 $ 3,433.27 $ 0.00 $ 98,944.39 $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
</TABLE>
License Grant date: September 17, 1996
First and last payments prorated based on the above license grant date.
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 Form 463a Page2of2
<PAGE>
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 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 4,002,750.00
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 $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
<TABLE>
<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 $3,783,801.28 $1,761,758.33 $ 280,192.51
26:. Mar-2003 7.00% $288,996.85 $222,780.33 $66,216.52 $ 0.00 $3,561,020.95 $1,827,974.85 $ 66,216.52
27:. Jun-2003 7.00% $288,996.85 $226,678.98 $62,317.87 $ 0.00 $3,334,341.97 $1,890,292.72 $ 128,534.39
28:. Sep-2003 7.00% $288,996.85 $230,645.87 $58,350.98 $ 0.00 $3,103,696.10 $1,948,643.70 $ 186,885.37
29:. Dec-2003 7.00% $288,996.85 $234,682.17 $54,314.68 $ 0.00 $2,869,013.93 $2,002,958.38 $ 241,200.05
30:. Mar-2004 7.00% $288,996.85 $238,789.11 $50,207.74 $ 0.00 $2,630,224.82 $2,053,166.12 $ 50,207.74
31:. Jun-2004 7.00% $288,996.85 $242,967.92 $46,028.93 $ 0.00 $2,387,256.90 $2,099,195.05 $ 96,236.67
32:. Sep-2004 7.00% $288,996.85 $247,219.85 $41,777.00 $ 0.00 $2,140,037.05 $2,140,972.05 $ 138,013.67
33:. Dec-2004 7.00% $288,996.85 $251,546.20 $37,450.65 $ 0.00 $1,888,490.85 $2,178,422.70 $ 175,464.32
34:. Mar-2005 7.00% $288,996.85 $255,948.26 $33,048.59 $ 0.00 $1,632,542.59 $2,211,471.29 $ 33,048.59
35:. Jun-2005 7.00% $288,996.85 $260,427.35 $28,569.50 $ 0.00 $1,372,115.24 $2,240,040.79 $ 61,618.09
36:. Sep-2005 7.00% $288,996.85 $264,984.83 $24,012.02 $ 0.00 $1,107,130.41 $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 $ 284,026.48 $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
</TABLE>
License Grant date: September 17, 1996
First and last payments prorated based on the above license grant date.
- -
United States of America
Federal Communications Commission
RADIO STATION AUTHORIZATION
Commercial Mobile Radio Services
Personal Communications Service - Broadband
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, 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 $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
<TABLE>
<CAPTION>
Pmt# Date Yr Rate P&I Payment Principal Interest Extra New Balance Cum. Int Yearly
<S> <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
2: . Mar-97 7.00% $120,611.47 $ 0.00 $120,611.47 $ 0.00 $6,892,084.13 $ 259,397.28
3: . Jun-97 7.00% $120,611.47 $ 0.00 $120,611.47 $ 0.00 $6,892,084.13 $ 380,008.75
4: . Sep-97 7.00% $120,611.47 $ 0.00 $120,611.47 $ 0.00 $6,892,084.13 $ 500,620.22
5: . Dec-97 7.00% $120,611.47 $ 0.00 $120,611.47 $ 0.00 $6,892,084.13 $ 621,231.69
6: . Mar-98 7.00% $120,611.47 $ 0.00 $120,611.47 $ 0.00 $6,892,084.13 $ 741,843.17
7: . Jun-98 7.00% $120,611.47 $ 0.00 $120,611.47 $ 0.00 $6,892,084.13 $ 862,454.64
8: . Sep-98 7.00% $120,611.47 $ 0.00 $120,611.47 $ 0.00 $6,892,084.13 $ 983,066.11
9: . Dec-98 7.00% $120,611.47 $ 0.00 $120,611.47 $ 0.00 $6,892,084.13 $1,103,677.58
10:. Mar-99 7.00% $120,611.47 $ 0.00 $120,611.47 $ 0.00 $6,892,084.13 $1,224,289.05
11:. Jun-99 7.00% $120,611.47 $ 0.00 $120,611.47 $ 0.00 $6,892,084.13 $1,344,900.53
12:. Sep-99 7.00% $120,611.47 $ 0.00 $120,611.47 $ 0.00 $6,892,084.13 $1,465,512.00
13:. Dec-99 7.00% $120,611.47 $ 0.00 $120,611.47 $ 0.00 $6,892,084.13 $1,586,123.47
14:. Mar-2000 7.00% $120,611.47 $ 0.00 $120,611.47 $ 0.00 $6,892,084.13 $1,706,734.94
15:. Jun-2000 7.00% $120,611.47 $ 0.00 $120,611.47 $ 0.00 $6,892,084.13 $1,827,346.42
16:. Sep-2000 7.00% $120,611.47 $ 0.00 $120,611.47 $ 0.00 $6,892,084.13 $1,947,957.89
17:. Dec-2000 7.00% $120,611.47 $ 0.00 $120,611.47 $ 0.00 $6,892,084.13 $2,068,569.36
18:. Mar-2001 7.00% $120,611.47 $ 0.00 $120,611.47 $ 0.00 $6,892,084.13 $2,189,180.83
19:. Jun-2001 7.00% $120,611.47 $ 0.00 $120,611.47 $ 0.00 $6,892,084.13 $2,309,792.30
20:. Sep-2001 7.00% $120,611.47 $ 0.00 $120,611.47 $ 0.00 $6,892,084.13 $2,430,403.78
21:. Dec-2001 7.00% $120,611.47 $ 0.00 $120,611.47 $ 0.00 $6,892,084.13 $2,551,015.25
22:. Mar-2002 7.00% $120,611.47 $ 0.00 $120,611.47 $ 0.00 $6,892,084.13 $2,671,626.72
23:. Jun-2002 7.00% $120,611.47 $ 0.00 $120,611.47 $ 0.00 $6,892,084.13 $2,792,238.19
24:. Sep-2002 7.00% $120,611.47 $ 0.00 $120,611.47 $ 0.00 $6,892,084.13 $2,912,849.67
25:. Dec-2002 7.00% $497,605.55 $376,994.08 $120,611.47 $ 0.00 $6,515,090.05 $3,033,461.14
26:. Mar-2003 7.00% $497,605.55 $383,591.47 $114,014.08 $ 0.00 $6,131,498.58 $3,147,475.22
27:. Jun-2003 7.00% $497,605.55 $390,304.32 $107,301.23 $ 0.00 $5,741,194.26 $3,254,776.45
28:. Sep-2003 7.00% $497,605.55 $397,134.65 $100,470.90 $ 0.00 $5,344,059.61 $3,355,247.35
29:. Dec-2003 7.00% $497,605.55 $404,084.51 $ 93,521.04 $ 0.00 $4,939,975.10 $3,448,768.39
30:. Mar-2004 7.00% $497,605.55 $411,155.99 $ 86,449.56 $ 0.00 $4,528,819.11 $3,535,217.95
31:. Jun-2004 7.00% $497,605.55 $418,351.22 $ 79,254.33 $ 0.00 $4,110,467.89 $3,614,472.28
32:. Sep-2004 7.00% $497,605.55 $425,672.36 $ 71,933.19 $ 0.00 $3,684,795.53 $3,686,405.47
33:. Dec-2004 7.00% $497,605.55 $433,121.63 $ 64,483.92 $ 0.00 $3,251,673.90 $3,750,889.39
34:. Jun-2005 7.00% $497,605.55 $448,413.53 $ 49,192.02 $ 0.00 $2,362,559.11 $3,856,985.70
36:. Sep-2005 7.00% $497,605.55 $456,260.77 $ 41,344.78 $ 0.00 $1,906,298.34 $3,898,330.48
37:. Dec-2005 7.00% $497,605.55 $464,245.33 $ 33,360.22 $ 0.00 $1,442,053.01 $3,931,690.70
38:. Mar-2006 7.00% $497,605.55 $472,369.62 $ 25,235.93 $ 0.00 $ 969,683.39 $3,956,926.63
39:. Jun-2006 7.00% $497,605.55 $480,636.09 $ 16,969.46 $ 0.00 $ 489,047.30 $3,973,896.09
40:. Sep-2006 7.00% $496,456.70 $489,047.30 $ 7,409.40 $ 0.00 $ 0.00 $3,981,305.49
Pmt# Prin Prin Only Total amt
<S> <C> <C> <C>
1: . $138,785.80
2: . $120,611.47
3: . $241,222.94
4: . $361,834.42
5: . $482,445.89
6: . $120,611.47
7: . $241,222.94
8: . $361,834.42
9: . $482,445.89
10:. $120,611.47
11:. $241,222.94
12:. $361,834.42
13:. $462,445.89
14:. $120,611.47
15:. $241,222.94
16:. $361,834.42
17:. $482,445.89
18:. $120,611.47
19:. $241,222.94
20:. $361,834.42
21:. $482,445.89
22:. $120,611.47
23:. $241,222.94
24:. $361,834.42
25:. $482,445.89
26:. $114,014.08
27:. $221,315.31
28:. $321,786.21
29:. $415,307.25
30:. $ 86,449.56
31:. $165,703.89
32:. $237,637.08
33:. $302,121.00
34:. $106,096.31
36:. $147,441.09
37:. $ 33,360.22
38:. $ 58,596.15
39:. $ 75,565.61
40:. $ 82,975.01
</TABLE>
License Grant date: September 17, 1996
First and last payments prorated based on the above license grant date.
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
<TABLE>
<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 $1,318,137.90 $613,732.13 $97,608.81
26:. Mar-2003 7.00% $ 100,675.93 $77,608.52 $23,067.41 $ 0.00 $1,240,529.38 $636,799.54 $23,067.41
27:. Jun-2003 7.00% $ 100,675.93 $78,966.67 $21,709.26 $ 0.00 $1,161,562.71 $658,508.80 $44,776.67
28:. Sep-2003 7.00% $ 100,675.93 $80,348.58 $20,327.35 $ 0.00 $1,081,214.13 $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 $ 477,994.72 $780,348.25 $21,465.49
36:. Sep-2005 7.00% $ 100,675.93 $92,311.02 $ 8,364.91 $ 0.00 $ 385,683.70 $788,713.16 $29,830.40
37:. Dec-2005 7.00% $ 100,675.93 $93,926.47 $ 6,749.46 $ 0.00 $ 291,757.23 $795,462.62 $ 6,749.46
38:. Mar-2006 7.00% $ 100,675.93 $95,570.18 $ 5,105.75 $ 0.00 $ 196,187.05 $800,568.37 $11,855.21
39:. Jun-2006 7.00% $ 100,675.93 $97,242.66 $ 3,433.27 $ 0.00 $ 98,944.39 $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
</TABLE>
License Grant date: September 17, 1996
First and last payments prorated based on the above license grant date.
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 Form 463a Page2of2
<PAGE>
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 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 4,002,750.00
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 $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
<TABLE>
<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 $3,783,801.28 $1,761,758.33 $ 280,192.51
26:. Mar-2003 7.00% $288,996.85 $222,780.33 $66,216.52 $ 0.00 $3,561,020.95 $1,827,974.85 $ 66,216.52
27:. Jun-2003 7.00% $288,996.85 $226,678.98 $62,317.87 $ 0.00 $3,334,341.97 $1,890,292.72 $ 128,534.39
28:. Sep-2003 7.00% $288,996.85 $230,645.87 $58,350.98 $ 0.00 $3,103,696.10 $1,948,643.70 $ 186,885.37
29:. Dec-2003 7.00% $288,996.85 $234,682.17 $54,314.68 $ 0.00 $2,869,013.93 $2,002,958.38 $ 241,200.05
30:. Mar-2004 7.00% $288,996.85 $238,789.11 $50,207.74 $ 0.00 $2,630,224.82 $2,053,166.12 $ 50,207.74
31:. Jun-2004 7.00% $288,996.85 $242,967.92 $46,028.93 $ 0.00 $2,387,256.90 $2,099,195.05 $ 96,236.67
32:. Sep-2004 7.00% $288,996.85 $247,219.85 $41,777.00 $ 0.00 $2,140,037.05 $2,140,972.05 $ 138,013.67
33:. Dec-2004 7.00% $288,996.85 $251,546.20 $37,450.65 $ 0.00 $1,888,490.85 $2,178,422.70 $ 175,464.32
34:. Mar-2005 7.00% $288,996.85 $255,948.26 $33,048.59 $ 0.00 $1,632,542.59 $2,211,471.29 $ 33,048.59
35:. Jun-2005 7.00% $288,996.85 $260,427.35 $28,569.50 $ 0.00 $1,372,115.24 $2,240,040.79 $ 61,618.09
36:. Sep-2005 7.00% $288,996.85 $264,984.83 $24,012.02 $ 0.00 $1,107,130.41 $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 $ 284,026.48 $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
</TABLE>
License Grant date: September 17, 1996
First and last payments prorated based on the above license grant date.
- -
United States of America
Federal Communications Commission
RADIO STATION AUTHORIZATION
Commercial Mobile Radio Services
Personal Communications Service - Broadband
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, 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 $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
<TABLE>
<CAPTION>
Pmt# Date Yr Rate P&I Payment Principal Interest Extra New Balance Cum. Int Yearly
<S> <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
2: . Mar-97 7.00% $120,611.47 $ 0.00 $120,611.47 $ 0.00 $6,892,084.13 $ 259,397.28
3: . Jun-97 7.00% $120,611.47 $ 0.00 $120,611.47 $ 0.00 $6,892,084.13 $ 380,008.75
4: . Sep-97 7.00% $120,611.47 $ 0.00 $120,611.47 $ 0.00 $6,892,084.13 $ 500,620.22
5: . Dec-97 7.00% $120,611.47 $ 0.00 $120,611.47 $ 0.00 $6,892,084.13 $ 621,231.69
6: . Mar-98 7.00% $120,611.47 $ 0.00 $120,611.47 $ 0.00 $6,892,084.13 $ 741,843.17
7: . Jun-98 7.00% $120,611.47 $ 0.00 $120,611.47 $ 0.00 $6,892,084.13 $ 862,454.64
8: . Sep-98 7.00% $120,611.47 $ 0.00 $120,611.47 $ 0.00 $6,892,084.13 $ 983,066.11
9: . Dec-98 7.00% $120,611.47 $ 0.00 $120,611.47 $ 0.00 $6,892,084.13 $1,103,677.58
10:. Mar-99 7.00% $120,611.47 $ 0.00 $120,611.47 $ 0.00 $6,892,084.13 $1,224,289.05
11:. Jun-99 7.00% $120,611.47 $ 0.00 $120,611.47 $ 0.00 $6,892,084.13 $1,344,900.53
12:. Sep-99 7.00% $120,611.47 $ 0.00 $120,611.47 $ 0.00 $6,892,084.13 $1,465,512.00
13:. Dec-99 7.00% $120,611.47 $ 0.00 $120,611.47 $ 0.00 $6,892,084.13 $1,586,123.47
14:. Mar-2000 7.00% $120,611.47 $ 0.00 $120,611.47 $ 0.00 $6,892,084.13 $1,706,734.94
15:. Jun-2000 7.00% $120,611.47 $ 0.00 $120,611.47 $ 0.00 $6,892,084.13 $1,827,346.42
16:. Sep-2000 7.00% $120,611.47 $ 0.00 $120,611.47 $ 0.00 $6,892,084.13 $1,947,957.89
17:. Dec-2000 7.00% $120,611.47 $ 0.00 $120,611.47 $ 0.00 $6,892,084.13 $2,068,569.36
18:. Mar-2001 7.00% $120,611.47 $ 0.00 $120,611.47 $ 0.00 $6,892,084.13 $2,189,180.83
19:. Jun-2001 7.00% $120,611.47 $ 0.00 $120,611.47 $ 0.00 $6,892,084.13 $2,309,792.30
20:. Sep-2001 7.00% $120,611.47 $ 0.00 $120,611.47 $ 0.00 $6,892,084.13 $2,430,403.78
21:. Dec-2001 7.00% $120,611.47 $ 0.00 $120,611.47 $ 0.00 $6,892,084.13 $2,551,015.25
22:. Mar-2002 7.00% $120,611.47 $ 0.00 $120,611.47 $ 0.00 $6,892,084.13 $2,671,626.72
23:. Jun-2002 7.00% $120,611.47 $ 0.00 $120,611.47 $ 0.00 $6,892,084.13 $2,792,238.19
24:. Sep-2002 7.00% $120,611.47 $ 0.00 $120,611.47 $ 0.00 $6,892,084.13 $2,912,849.67
25:. Dec-2002 7.00% $497,605.55 $376,994.08 $120,611.47 $ 0.00 $6,515,090.05 $3,033,461.14
26:. Mar-2003 7.00% $497,605.55 $383,591.47 $114,014.08 $ 0.00 $6,131,498.58 $3,147,475.22
27:. Jun-2003 7.00% $497,605.55 $390,304.32 $107,301.23 $ 0.00 $5,741,194.26 $3,254,776.45
28:. Sep-2003 7.00% $497,605.55 $397,134.65 $100,470.90 $ 0.00 $5,344,059.61 $3,355,247.35
29:. Dec-2003 7.00% $497,605.55 $404,084.51 $ 93,521.04 $ 0.00 $4,939,975.10 $3,448,768.39
30:. Mar-2004 7.00% $497,605.55 $411,155.99 $ 86,449.56 $ 0.00 $4,528,819.11 $3,535,217.95
31:. Jun-2004 7.00% $497,605.55 $418,351.22 $ 79,254.33 $ 0.00 $4,110,467.89 $3,614,472.28
32:. Sep-2004 7.00% $497,605.55 $425,672.36 $ 71,933.19 $ 0.00 $3,684,795.53 $3,686,405.47
33:. Dec-2004 7.00% $497,605.55 $433,121.63 $ 64,483.92 $ 0.00 $3,251,673.90 $3,750,889.39
34:. Jun-2005 7.00% $497,605.55 $448,413.53 $ 49,192.02 $ 0.00 $2,362,559.11 $3,856,985.70
36:. Sep-2005 7.00% $497,605.55 $456,260.77 $ 41,344.78 $ 0.00 $1,906,298.34 $3,898,330.48
37:. Dec-2005 7.00% $497,605.55 $464,245.33 $ 33,360.22 $ 0.00 $1,442,053.01 $3,931,690.70
38:. Mar-2006 7.00% $497,605.55 $472,369.62 $ 25,235.93 $ 0.00 $ 969,683.39 $3,956,926.63
39:. Jun-2006 7.00% $497,605.55 $480,636.09 $ 16,969.46 $ 0.00 $ 489,047.30 $3,973,896.09
40:. Sep-2006 7.00% $496,456.70 $489,047.30 $ 7,409.40 $ 0.00 $ 0.00 $3,981,305.49
Pmt# Prin Prin Only Total amt
<S> <C> <C> <C>
1: . $138,785.80
2: . $120,611.47
3: . $241,222.94
4: . $361,834.42
5: . $482,445.89
6: . $120,611.47
7: . $241,222.94
8: . $361,834.42
9: . $482,445.89
10:. $120,611.47
11:. $241,222.94
12:. $361,834.42
13:. $462,445.89
14:. $120,611.47
15:. $241,222.94
16:. $361,834.42
17:. $482,445.89
18:. $120,611.47
19:. $241,222.94
20:. $361,834.42
21:. $482,445.89
22:. $120,611.47
23:. $241,222.94
24:. $361,834.42
25:. $482,445.89
26:. $114,014.08
27:. $221,315.31
28:. $321,786.21
29:. $415,307.25
30:. $ 86,449.56
31:. $165,703.89
32:. $237,637.08
33:. $302,121.00
34:. $106,096.31
36:. $147,441.09
37:. $ 33,360.22
38:. $ 58,596.15
39:. $ 75,565.61
40:. $ 82,975.01
</TABLE>
License Grant date: September 17, 1996
First and last payments prorated based on the above license grant date.
- -
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
<PAGE>
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 MAILING 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
<TABLE>
<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 $ 8,700.44 $ 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 $ 408,429.13 $190,166.81 $ 30,244.40
26: . Mar-2003 7.00% $31,194.75 $24,047.24 $7,147.51 $ 0.00 $ 384,381.89 $197,314.32 $ 7,147.51
27: . Jun-2003 7.00% $31,194.75 $24,468.07 $6,726.68 $ 0.00 $ 359,913.82 $204,041.00 $ 13,874.19
28: . Sep-2003 7.00% $31,194.75 $24,896.26 $6,298.49 $ 0.00 $ 335,017.56 $210,339.49 $ 20,172.68
29: . Dec-2003 7.00% $31,194.75 $25,331.94 $5,862.81 $ 0.00 $ 309,685.62 $216,202.30 $ 26,035.49
30: . Mar-2004 7.00% $31,194.75 $25,775.25 $5,419.50 $ 0.00 $ 283,910.37 $221,621.80 $ 5,419.50
31: . Jun-2004 7.00% $31,194.75 $26,226.32 $4,968.43 $ 0.00 $ 257,684.05 $226,590.23 $ 10,387.93
32: . Sep-2004 7.00% $31,194.75 $26,685.28 $4,509.47 $ 0.00 $ 230,998.77 $231,099.70 $ 14,897.40
33: . Dec-2004 7.00% $31,194.75 $27,152.27 $4,042.48 $ 0.00 $ 203,846.50 $235,142.18 $ 18,939.88
34: . Mar-2005 7.00% $31,194.75 $27,627.44 $3,567.31 $ 0.00 $ 176,219.06 $238,709.49 $ 3,567.31
35: . Jun-2005 7.00% $31,194.75 $28,110.92 $3,083.83 $ 0.00 $ 148,108.14 $241,793.32 $ 6,651.14
36: . Sep-2005 7.00% $31,194.75 $28,602.86 $2,591.89 $ 0.00 $ 119,505.28 $244,385.21 $ 9,243.03
37: . Dec-2005 7.00% $31,194.75 $29,103.41 $2,091.34 $ 0.00 $ 90,401.87 $246,476.55 $ 2,091.34
38: . Mar-2006 7.00% $31,194.75 $29,612.72 $1,582.03 $ 0.00 $ 60,789.15 $248,058.58 $ 3,673.37
39: . Jun-2006 7.00% $31,194.75 $30,130.94 $1,063.81 $ 0.00 $ 30,658.21 $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
</TABLE>
License Grant date: September 17, 1996
First and last payments prorated based on the above license grant date.
- -
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
<PAGE>
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
<TABLE>
<CAPTION>
Pmt# Date Yr Rate P&I Pment Principal Interest Extra NewBalance 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 $ 604,766.25 $ 22,761.58 $ 10,583.41
3: . Jun-97 7.00% $10,583.41 $ 0.00 $10,583.41 $ 0.00 $ 604,766.25 $ 33,344.99 $ 21,166.82
4: . Sep-97 7.00% $10,583.41 $ 0.00 $10,583.41 $ 0.00 $ 604,766.25 $ 43,928.40 $ 31,750.23
5: . Dec-97 7.00% $10,583.41 $ 0.00 $10,583.41 $ 0.00 $ 604,766.25 $ 54,511.81 $ 42,333.64
6: . Mar-98 7.00% $10,583.41 $ 0.00 $10,583.41 $ 0.00 $ 604,766.25 $ 65,095.22 $ 10,583.41
7: . Jun-98 7.00% $10,583.41 $ 0.00 $10,583.41 $ 0.00 $ 604,766.25 $ 75,678.63 $ 21,166.82
8: . Sep-98 7.00% $10,583.41 $ 0.00 $10,583.41 $ 0.00 $ 604,766.25 $ 86,262.04 $ 31,750.23
9: . Dec-98 7.00% $10,583.41 $ 0.00 $10,583.41 $ 0.00 $ 604,766.25 $ 96,845.44 $ 42,333.64
10:. Mar-99 7.00% $10,583.41 $ 0.00 $10,583.41 $ 0.00 $ 604,766.25 $107,428.85 $ 10,583.41
11:. Jun-99 7.00% $10,583.41 $ 0.00 $10,583.41 $ 0.00 $ 604,766.25 $118,012.26 $ 21,166.82
12:. Sep-99 7.00% $10,583.41 $ 0.00 $10,583.41 $ 0.00 $ 604,766.25 $128,595.67 $ 31,750.23
13:. Dec-99 7.00% $10,583.41 $ 0.00 $10,583.41 $ 0.00 $ 604,766.25 $139,179.08 $ 42,333.64
14:. Mar-2000 7.00% $10,583.41 $ 0.00 $10,583.41 $ 0.00 $ 604,766.25 $149,762.49 $ 10,583.41
15:. Jun-2000 7.00% $10,583.41 $ 0.00 $10,583.41 $ 0.00 $ 604,766.25 $160,345.90 $ 21,166.82
16:. Sep-2000 7.00% $10,583.41 $ 0.00 $10,583.41 $ 0.00 $ 604,766.25 $170,929.31 $ 31,750.23
17:. Dec-2000 7.00% $10,583.41 $ 0.00 $10,583.41 $ 0.00 $ 604,766.25 $181,512.72 $ 42,333.64
18:. Mar-2001 7.00% $10,583.41 $ 0.00 $10,583.41 $ 0.00 $ 604,766.25 $192,096.13 $ 10,583.41
19:. Jun-2001 7.00% $10,583.41 $ 0.00 $10,583.41 $ 0.00 $ 604,766.25 $202,679.54 $ 21,166.82
20:. Sep-2001 7.00% $10,583.41 $ 0.00 $10,583.41 $ 0.00 $ 604,766.25 $213,262.95 $ 31,750.23
21:. Dec-2001 7.00% $10,583.41 $ 0.00 $10,583.41 $ 0.00 $ 604,766.25 $223,846.36 $ 42,333.64
22:. Mar-2002 7.00% $10,583.41 $ 0.00 $10,583.41 $ 0.00 $ 604,766.25 $234,429.77 $ 10,583.41
23:. Jun-2002 7.00% $10,583.41 $ 0.00 $10,583.41 $ 0.00 $ 604,766.25 $245,013.18 $ 21,166.82
24:. Sep-2002 7.00% $10,583.41 $ 0.00 $10,583.41 $ 0.00 $ 604,766.25 $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 $ 503,778.01 $285,599.96 $ 19,419.96
28:. Sep-2003 7.00% $43,663.87 $34,847.75 $ 8,816.12 $ 0.00 $ 468,930.26 $294,416.08 $ 28,236.08
29:. Dec-2003 7.00% $43,663.87 $35,457.59 $ 8,206.28 $ 0.00 $ 433,472.67 $302,622.36 $ 36,442.36
30:. Mar-2004 7.00% $43,663.87 $36,078.10 $ 7,585.77 $ 0.00 $ 397,394.57 $310,208.13 $ 7,585.77
31:. Jun-2004 7.00% $43,663.87 $36,709.47 $ 6,954.40 $ 0.00 $ 360,685.10 $317,162.53 $ 14,540.17
32:. Sep-2004 7.00% $43,663.87 $37,351.88 $ 6,311.99 $ 0.00 $ 323,333.22 $323,474.52 $ 20,852.16
33:. Dec-2004 7.00% $43,663.87 $38,005.54 $ 5,658.33 $ 0.00 $ 285,327.68 $329,132.85 $ 26,510.49
34:. Mar-2005 7.00% $43,663.87 $38,670.64 $ 4,993.23 $ 0.00 $ 246,657.04 $334,126.08 $ 4,993.23
35:. Jun-2005 7.00% $43,663.87 $39,347.37 $ 4,316.50 $ 0.00 $ 207,309.67 $338,442.58 $ 9,309.73
36:. Sep-2005 7.00% $43,663.87 $40,035.95 $ 3,627.92 $ 0.00 $ 167,273.72 $342,070.50 $ 12,937.65
37:. Dec-2005 7.00% $43,663.87 $40,736.58 $ 2,927.29 $ 0.00 $ 126,537.14 $344,997.79 $ 2,927.29
38:. Mar-2006 7.00% $43,663.87 $41,449.47 $ 2,214.40 $ 0.00 $ 85,087.67 $347,212.19 $ 5,141.69
39:. Jun-2006 7.00% $43,663.87 $42,174.84 $ 1,489.03 $ 0.00 $ 42,912.83 $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
</TABLE>
License Grant date: September 17,1996
First and last payments prorated based on the above license grant date.
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
Market: B280
Call Sign: KNLF307
MARION, IN
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
<PAGE>
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 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 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 MAILING 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
<TABLE>
<CAPTION>
Pmt# Date Yr Rate P&I 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% $ 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 $2,020,151.09 $ 940,593.27 $ 149,593.27
26:. Mar-2003 7.00% $154,293.86 $118,941.22 $35,352.64 $ 0.00 $1,901,209.87 $ 975,945.91 $ 35,352.64
27:. Jun-2003 7.00% $154,293.86 $121,022.69 $33,271.17 $ 0.00 $1,780,187.18 $1,009,217.08 $ 68,623.81
28:. Sep-2003 7.00% $154,293.86 $123,140.58 $31,153.28 $ 0.00 $1,657,046.60 $1,040,370.36 $ 99,777.09
29:. Dec-2003 7.00% $154,293.86 $125,295.54 $28,998.32 $ 0.00 $1,531,751.06 $1,069,368.68 $ 128,775.41
30:. Mar-2004 7.00% $154,293.86 $127,488.22 $26,805.64 $ 0.00 $1,404,262.84 $1,096,174.32 $ 26,805.64
31:. Jun-2004 7.00% $154,293.86 $129,719.26 $24,574.60 $ 0.00 $1,274,543.58 $1,120,748.92 $ 51,380.24
32:. Sep-2004 7.00% $154,293.86 $131,989.35 $22,304.51 $ 0.00 $1,142,554.23 $1,143,053.43 $ 73,684.75
33:. Dec-2004 7.00% $154,293.86 $134,299.16 $19,994.70 $ 0.00 $1,008,255.07 $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 $ 300,672.28 $1,226,934.64 $ 18,169.06
39:. Jun-2006 7.00% $154,293.86 $149,032.10 $ 5,261.76 $ 0.00 $ 151,640.18 $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
</TABLE>
License Grant date: September 17, 1996
First and last payments prorated based on the above license grant date.
- -
United States of America
Federal Communications 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
<PAGE>
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
<TABLE>
<CAPTION>
Pmt# Date Yr Rate P&I Payment Principal Int. Extra New Balance Cum. INT. Yearly Total amt
<S> <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
2: . Mar-97 7.00% $ 61,847.83 $ 0.00 $61,847.83 $ 0.00 $ 3,534,161.63 $ 133,015.19
3: . Jun-97 7.00% $ 61,847.83 $ 0.00 $61,847.83 $ 0.00 $ 3,534,161.63 $ 194,863.02
4: . Sep-97 7.00% $ 61,847.83 $ 0.00 $61,847.83 $ 0.00 $ 3,534,161.63 $ 256,710.85
5: . Dec-97 7.00% $ 61,847.83 $ 0.00 $61,847.83 $ 0.00 $ 3,534,161.63 $ 318,558.68
6: . Mar-98 7.00% $ 61,847.83 $ 0.00 $61,847.83 $ 0.00 $ 3,534,161.63 $ 380,406.51
7: . Jun-98 7.00% $ 61,847.83 $ 0.00 $61,847.83 $ 0.00 $ 3,534,161.63 $ 442,254.34
8: . Sep-98 7.00% $ 61,847.83 $ 0.00 $61,847.83 $ 0.00 $ 3,534,161.63 $ 504,102.16
9: . Dec-98 7.00% $ 61,847.83 $ 0.00 $61,847.83 $ 0.00 $ 3,534,161.63 $ 565,949.99
10:. Mar-99 7.00% $ 61,847.83 $ 0.00 $61,847.83 $ 0.00 $ 3,534,161.63 $ 627,797.82
11:. Jun-99 7.00% $ 61,847.83 $ 0.00 $61,847.83 $ 0.00 $ 3,534,161.63 $ 689,645.65
12:. Sep-99 7.00% $ 61,847.83 $ 0.00 $61,847.83 $ 0.00 $ 3,534,161.63 $ 751,493.48
13:. Dec-99 7.00% $ 61,847.83 $ 0.00 $61,847.83 $ 0.00 $ 3,534,161.63 $ 813,341.31
14:. Mar-2000 7.00% $ 61,847.83 $ 0.00 $61,847.83 $ 0.00 $ 3,534,161.63 $ 875,189.14
15:. Jun-2000 7.00% $ 61,847.83 $ 0.00 $61,847.83 $ 0.00 $ 3,534,161.63 $ 937,036.96
16:. Sep-2000 7.00% $ 61,847.83 $ 0.00 $61,847.83 $ 0.00 $ 3,534,161.63 $ 998,884.79
17:. Dec-2000 7.00% $ 61,847.83 $ 0.00 $61,847.83 $ 0.00 $ 3,534,161.63 $ 1,060,732.62
18:. Mar-2001 7.00% $ 61,847.83 $ 0.00 $61,847.83 $ 0.00 $ 3,534,161.63 $ 1,122,580.45
19:. Jun-2001 7.00% $ 61,847.83 $ 0.00 $61,847.83 $ 0.00 $ 3,534,161.63 $ 1,184,428.28
20:. Sep-2001 7.00% $ 61,847.83 $ 0.00 $61,847.83 $ 0.00 $ 3,534,161.63 $ 1,246,276.11
21:. Dec-2001 7.00% $ 61,847.83 $ 0.00 $61,847.83 $ 0.00 $ 3,534,161.63 $ 1,308,123.93
22:. Mar-2002 7.00% $ 61,847.83 $ 0.00 $61,847.83 $ 0.00 $ 3,534,161.63 $ 1,369,971.76
23:. Jun-2002 7.00% $ 61,847.83 $ 0.00 $61,847.83 $ 0.00 $ 3,534,161.63 $ 1,431,819.59
24:. Sep-2002 7.00% $ 61,847.83 $ 0.00 $61,847.83 $ 0.00 $ 3,534,161.63 $ 1,493,667.42
25:. Dec-2002 7.00% $255,164.97 $193,317.14 $61,847.83 $ 0.00 $ 3,340,844.49 $ 1,555,515.25
26:. Mar-2003 7.00% $255,164.97 $196,700.19 $58,464.78 $ 0.00 $ 3,144,144.30 $ 1,613,980.03
27:. Jun-2003 7.00% $255,164.97 $200,142.44 $55,022.53 $ 0.00 $ 2,944,001.86 $ 1,669,002.56
28:. Sep-2003 7.00% $255,164.97 $203,644.94 $51,520.03 $ 0.00 $ 2,740,356.92 $ 1,720,522.59
29:. Dec-2003 7.00% $255,164.97 $207,208.72 $47,956.25 $ 0.00 $ 2,533,148.20 $ 1,768,478.84
30:. Mar-2004 7.00% $255,164.97 $210,834.88 $44,330.09 $ 0.00 $ 2,322,313.32 $ 1,812,808.93
31:. Jun-2004 7.00% $255,164.97 $214,524.49 $40,640.48 $ 0.00 $ 2,107,788.83 $ 1,853,449.41
32:. Sep-2004 7.00% $255,164.97 $218,278.67 $36,886.30 $ 0.00 $ 1,889,510.16 $ 1,890,335.71
33:. Dec-2004 7.00% $255,164.97 $222,098.54 $33,066.43 $ 0.00 $ 1,667,411.62 $ 1,923,402.14
34:. Mar-2005 7.00% $255,164.97 $225,985.27 $29,179.70 $ 0.00 $ 1,441,426.35 $ 1,952,581.84
35:. Jun-2005 7.00% $255,164.97 $229,940.01 $25,224.96 $ 0.00 $ 1,211,486.34 $ 1,977,806.80
36:. Sep-2005 7.00% $255,164.97 $233,963.96 $21,201.01 $ 0.00 $ 977,522.38 $ 1,999,007.81
37:. Dec-2005 7.00% $255,164.97 $238,058.33 $17,106.64 $ 0.00 $ 739,464.05 $ 2,016,114.45
38:. Mar-2006 7.00% $255,164.97 $242,224.35 $12,940.62 $ 0.00 $ 497,239.70 $ 2,029,055.07
39:. Jun-2006 7.00% $255,164.97 $246,463.28 $ 8,701.69 $ 0.00 $ 250,776.42 $ 2,037,756.76
40:. Sep-2006 7.00% $254,575.85 $250,776.42 $ 3,799.43 $ 0.00 $ 0.00 $ 2,041,556.19
Pmt# Prin Prin Only)
<S> <C> <C>
1: . $ 71,167.36
2: . $ 61,847.83
3: . $123,695.66
4: . $185,543.49
5: . $247,391.31
6: . $ 61,847.83
7: . $123,695.66
8: . $185,543.49
9: . $247,391.31
10:. $ 61,847.83
11:. $123,695.66
12:. $185,543.49
13:. $247,391.31
14:. $ 61,847.83
15:. $123,695.66
16:. $185,543.49
17:. $247,391.31
18:. $ 61,847.83
19:. $123,695.66
20:. $185,543.49
21:. $247,391.31
22:. $ 61,847.83
23:. $123,695.66
24:. $185,543.49
25:. $247,391.32
26:. $ 58,464.78
27:. $113,487.31
28:. $165,007.34
29:. $212,963.59
30:. $ 44,330.09
31:. $ 84,970.57
32:. $121,856.87
33:. $154,923.30
34:. $ 29,179.70
35:. $ 54,404.66
36:. $ 75,605.67
37:. $ 17,106.64
38:. $ 30,047.26
39:. $ 38,748.95
40:. $ 42,548.38
</TABLE>
License Grant date: September 17, 1996
First and last payments prorated based on the above license grant date.
- -
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), 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
<PAGE>
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 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 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
<TABLE>
<CAPTION>
Pmt# Date YrRate P&I Payment Principal Interest Extra New Balance Cum. Interest Yearly Total Amt
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1:. . . . Dec-96 7.00% $239,713.94 $ 0.00 $239,713.94 $ 0.00 $11,904,161.63 $ 239,713.94
2:. . . . Mar-97 7.00% $208,322.83 $ 0.00 $208,322.83 $ 0.00 $11,904,161.63 $ 448,036.77
3:. . . . Jun-97 7.00% $208,322.83 $ 0.00 $208,322.83 $ 0.00 $11,904,161.63 $ 656,359.60
4:. . . . Sep-97 7.00% $208,322.83 $ 0.00 $208,322.83 $ 0.00 $11,904,161.63 $ 864,682.43
5:. . . . Dec-97 7.00% $208,322.83 $ 0.00 $208,322.83 $ 0.00 $11,904,161.63 $ 1,073,005.25
6:. . . . Mar-98 7.00% $208,322.83 $ 0.00 $208,322.83 $ 0.00 $11,904,161.63 $ 1,281,328.08
7:. . . . Jun-98 7.00% $208,322.83 $ 0.00 $208,322.83 $ 0.00 $11,904,161.63 $ 1,489,650.91
8:. . . . Sep-98 7.00% $208,322.83 $ 0.00 $208,322.83 $ 0.00 $11,904,161.63 $ 1,697,973.74
9:. . . . Dec-98 7.00% $208,322.83 $ 0.00 $208,322.83 $ 0.00 $11,904,161.63 $ 1,906,296.57
10: . . . Mar-99 7.00% $208,322.83 $ 0.00 $208,322.83 $ 0.00 $11,904,161.63 $ 2,114,619.40
11: . . . Jun-99 7.00% $208,322.83 $ 0.00 $208,322.83 $ 0.00 $11,904,161.63 $ 2,322,942.22
12: . . . Sep-99 7.00% $208,322.83 $ 0.00 $208,322.83 $ 0.00 $11,904,161.63 $ 2,531,265.05
13: . . . Dec-99 7.00% $208,322.83 $ 0.00 $208,322.83 $ 0.00 $11,904,161.63 $ 2,739,587.88
14: . . . Mar-2000 7.00% $208,322.83 $ 0.00 $208,322.83 $ 0.00 $11,904,161.63 $ 2,947,910.71
15: . . . Jun-2000 7.00% $208,322.83 $ 0.00 $208,322.83 $ 0.00 $11,904,161.63 $ 3,156,233.54
16: . . . Sep-2000 7.00% $208,322.83 $ 0.00 $208,322.83 $ 0.00 $11,904,161.63 $ 3,364,556.37
17: . . . Dec-2000 7.00% $208,322.83 $ 0.00 $208,322.83 $ 0.00 $11,904,161.63 $ 3,572,879.20
18: . . . Mar-2001 7.00% $208,322.83 $ 0.00 $208,322.83 $ 0.00 $11,904,161.63 $ 3,781,202.02
19: . . . Jun-2001 7.00% $208,322.83 $ 0.00 $208,322.83 $ 0.00 $11,904,161.63 $ 3,989,524.85
20: . . . Sep-2001 7.00% $208,322.83 $ 0.00 $208,322.83 $ 0.00 $11,904,161.63 $ 4,197,847.68
21: . . . Dec-2001 7.00% $208,322.83 $ 0.00 $208,322.83 $ 0.00 $11,904,161.63 $ 4,406,170.51
22: . . . Mar-2002 7.00% $208,322.83 $ 0.00 $208,322.83 $ 0.00 $11,904,161.63 $ 4,614,493.34
23: . . . Jun-2002 7.00% $208,322.83 $ 0.00 $208,322.83 $ 0.00 $11,904,161.63 $ 4,822,816.17
24: . . . Sep-2002 7.00% $208,322.83 $ 0.00 $208,322.83 $ 0.00 $11,904,161.63 $ 5,031,139.00
25: . . . Dec-2002 7.00% $859,475.43 $651,152.60 $208,322.83 $ 0.00 $11,253,009.03 $ 5,239,461.83
26: . . . Mar-2003 7.00% $859,475.43 $662,547.77 $196,927.66 $ 0.00 $10,590,461.26 $ 5,436,389.49
27: . . . Jun-2003 7.00% $859,475.43 $ 674142.36 $185,333.07 $ 0.00 $ 9,916,318.90 $ 5,621,722.56
28: . . . Sep-2003 7.00% $859,475.43 $685,939.85 $173,535.58 $ 0.00 $ 9,230,379.05 $ 5,795,258.14
29: . . . Dec-2003 7.00% $859,475.43 $697,943.80 $161,531.63 $ 0.00 $ 8,532,435.25 $ 5,956,789.77
30: . . . Mar-2004 7.00% $859,475.43 $710,157.81 $149,317.62 $ 0.00 $ 7,822,277.44 $ 6,106,107.39
31: . . . Jun-2004 7.00% $859,475.43 $722,585.57 $136,889.86 $ 0.00 $ 7,099,691.87 $ 6,242,997.25
32: . . . Sep-2004 7.00% $859,475.43 $735,230.82 $124,244.61 $ 0.00 $ 6,364,461.05 $ 6,367,241.86
33: . . . Dec-2004 7.00% $859,475.43 $748,097.36 $111,378.07 $ 0.00 $ 5,616,363.69 $ 6,478,619.93
34: . . . Mar-2005 7.00% $859,475.43 $761,189.07 $ 98,286.36 $ 0.00 $ 4,855,174.62 $ 6,576,906.29
35: . . . Jun-2005 7.00% $859,475.43 $774,509.87 $ 84,965.56 $ 0.00 $ 4,080,664.75 $ 6,661,871.85
36: . . . Sep-2005 7.00% $859,475.43 $788,063.80 $ 71,411.63 $ 0.00 $ 3,292,600.95 $ 6,733,283.48
37: . . . Dec-2005 7.00% $859,475.43 $801,854.91 $ 57,620.52 $ 0.00 $ 2,490,746.04 $ 6,790,904.00
38: . . . Mar-2006 7.00% $859,475.43 $815,887.37 $ 43,588.06 $ 0.00 $ 1,674,858.67 $ 6,834,492.06
39: . . . Jun-2006 7.00% $859,475.43 $830,165.40 $ 29,310.03 $ 0.00 $ 844,693.27 $ 6,863,802.09
40: . . . Sep-2006 7.00% $857,490.95 $844,693.27 $ 12,797.68 $ 0.00 $ 0.00 $ 6,876,599.77
Pmt# Date Prin (Pnn Only)
<S> <C> <C>
1:. . . . $239,713.94
2:. . . . $208,322.83
3:. . . . $416,645.66
4:. . . . $624,968.49
5:. . . . $833,291.31
6:. . . . $208,322.83
7:. . . . $416,645.66
8:. . . . $624,968.49
9:. . . . $833,291.31
10: . . . $208,322.83
11: . . . $416,645.66
12: . . . $624,968.49
13: . . . $833,291.31
14: . . . $208,322.83
15: . . . $416,645.66
16: . . . $624,968.49
17: . . . $833,291.31
18: . . . $208,322.83
19: . . . $416,645.66
20: . . . $624,968.49
21: . . . $833,291.31
22: . . . $208,322.83
23: . . . $416,645.66
24: . . . $624,968.49
25: . . . $833,291.32
26: . . . $196,927.66
27: . . . $382,260.73
28: . . . $555,796.31
29: . . . $717,327.94
30: . . . $149,317.62
31: . . . $286,207.48
32: . . . $410,452.09
33: . . . $521,830.16
34: . . . $ 98,286.36
35: . . . $183,251.92
36: . . . $254,663.55
37: . . . $ 57,620.52
38: . . . $101,208.58
39: . . . $130,518.61
40: . . . $143,316.29
</TABLE>
License Grant date: September 17, 1996
First and last payments prorated based on the above license grant date.
- -
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 IOOC
NEWPORT BEACH, CA 92660
Market: B043
Call Sign: KNLF31 0
BINGHAMTON, NY
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 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
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
<TABLE>
<CAPTION>
Pmt# Date YrRate P&I Payment Principal Interest Extra New Balance Cum. Interest Yearly Total Amt Prin
<S> <C> <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 $5,872,233.06 $ 2,734,143.45 $ 434,841.99
26:. Mar-2003 7.00% $ 448,505.82 $345,741.74 $102,764.08 $ 0.00 $5,526,491.32 $ 2,836,907.53 $ 102,764.08
27:. Jun-2003 7.00% $ 448,505.82 $351,792.22 $ 96,713.60 $ 0.00 $5,174,699.10 $ 2,933,621.13 $ 199,477.68
28:. Sep-2003 7.00% $ 448,505.82 $357,948.59 $ 90,557.23 $ 0.00 $4,816,750.51 $ 3,024,178.36 $ 290,034.91
29:. Dec-2003 7.00% $ 448,505.82 $364,212.69 $ 84,293.13 $ 0.00 $4,452,537.82 $ 3,108,471.49 $ 374,328.04
30:. Mar-2004 7.00% $ 448,505.82 $370,586.41 $ 77,919.41 $ 0.00 $4,081,951.41 $ 3,186,390.90 $ 77,919.41
31:. Jun-2004 7.00% $ 448,505.82 $377,071.67 $ 71,434.15 $ 0.00 $3,704,879.74 $ 3,257,825.05 $ 149,353.56
32:. Sep-2004 7.00% $ 448,505.82 $383,670.42 $ 64,835.40 $ 0.00 $3,321,209.32 $ 3,322,660.45 $ 214,188.96
33:. Dec-2004 7.00% $ 448,505.82 $390,384.66 $ 58,121.16 $ 0.00 $2,930,824.66 $ 3,380,781.61 $ 272,310.12
34:. Mar-2005 7.00% $ 448,505.82 $397,216.39 $ 51,289.43 $ 0.00 $2,533,608.27 $ 3,432,071.04 $ 51,289.43
35:. Jun-2005 7.00% $ 448,505.82 $404,167.68 $ 44,338.14 $ 0.00 $2,129,440.59 $ 3,476,409.18 $ 95,627.57
36:. Sep-2005 7.00% $ 448,505.82 $411,240.61 $ 37,265.21 $ 0.00 $1,718,199.98 $ 3,513,674.39 $ 132,892.78
37:. Dec-2005 7.00% $ 448,505.82 $418,437.32 $ 30,068.50 $ 0.00 $1,299,762.66 $ 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
Pmt# (Prin Only)
<S> <C>
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</TABLE>
License Grant date: September 17, 1996
First and last payments prorated based on the above license grant date.
- -
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 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, 199b FCC Form 463a
<PAGE>
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, 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 1,759,058.78
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. 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
I'REE 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
<TABLE>
<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 $ 1,662,864.53 $ 774,238.71 $123,136.00
26:. Mar-2003 7.00% $ 127,005.25 $ 97,905.12 $29,100.13 $ 0.00 $ 1,564,959.41 $ 803,338.84 $ 29,100.13
27:. Jun-2003 7.00% $ 127,005.25 $ 99,618.46 $27,386.79 $ 0.00 $ 1,465,340.95 $ 830,725.63 $ 56,486.92
28:. Sep-2003 7.00% $ 127,005.25 $101,361.78 $25,643.47 $ 0.00 $ 1,363,979.17 $ 856,369.10 $ 82,130.39
29:. Dec-2003 7.00% $ 127,005.25 $103,135.61 $23,869.64 $ 0.00 $ 1,260,843.56 $ 880,238.74 $106,000.03
30:. Mar-2004 7.00% $ 127,005.25 $104,940.49 $22,064.76 $ 0.00 $ 1,155,903.07 $ 902,303.50 $ 22,064.76
31:. Jun-2004 7.00% $ 127,005.25 $106,776.95 $20,228.30 $ 0.00 $ 1,049,126.12 $ 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 $ 368,059.16 $ 1,003,496.34 $ 8,514.62
38:. Mar-2006 7.00% $ 127,005.25 $120,564.21 $ 6,441.04 $ 0.00 $ 247,494.95 $ 1,009,937.38 $ 14,955.66
39:. Jun-2006 7.00% $ 127,005.25 $122,674.09 $ 4,331.16 $ 0.00 $ 124,820.86 $ 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
</TABLE>
License Grant date: September 17, 1996
First and last payments prorated based on the above license grant date.
- -
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 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
<PAGE>
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
<TABLE>
<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 $16,313,400.00 $ 328,502.71 $ 328,502.71
2: . Mar-97 7.00% $ 285,484.50 $ 0.00 $285,484.50 $ 0.00 $16,313,400.00 $ 613,987.21 $ 285,484.50
3: . Jun-97 7.00% $ 285,484.50 $ 0.00 $285,484.50 $ 0.00 $16,313,400.00 $ 899,471.71 $ 570,969.00
4: . Sep-97 7.00% $ 285,484.50 $ 0.00 $285,484.50 $ 0.00 $16,313,400.00 $ 1,184,956.21 $ 856,453.50
5: . Dec-97 7.00% $ 285,484.50 $ 0.00 $285,484.50 $ 0.00 $16,313,400.00 $ 1,470,440.71 $1,141,938.00
6: . Mar-98 7.00% $ 285,484.50 $ 0.00 $285,484.50 $ 0.00 $16,313,400.00 $ 1,755,925.21 $ 285,484.50
7: . Jun-98 7.00% $ 285,484.50 $ 0.00 $285,484.50 $ 0.00 $16,313,400.00 $ 2,041,409.71 $ 570,969.00
8: . Sep-98 7.00% $ 285,484.50 $ 0.00 $285,484.50 $ 0.00 $16,313,400.00 $ 2,326,894.21 $ 856,453.50
9: . Dec-98 7.00% $ 285,484.50 $ 0.00 $285,484.50 $ 0.00 $16,313,400.00 $ 2,612,378.71 $1,141,938.00
10:. Mar-99 7.00% $ 285,484.50 $ 0.00 $285,484.50 $ 0.00 $16,313,400.00 $ 2,897,863.21 $ 285,484.50
11:. Jun-99 7.00% $ 285,484.50 $ 0.00 $285,484.50 $ 0.00 $16,313,400.00 $ 3,183,347.71 $ 570,969.00
12:. Sep-99 7.00% $ 285,484.50 $ 0.00 $285,484.50 $ 0.00 $16,313,400.00 $ 3,468,832.21 $ 856,453.50
13:. Dec-99 7.00% $ 285,484.50 $ 0.00 $285,484.50 $ 0.00 $16,313,400.00 $ 3,754,316.71 $1,141,938.00
14:. Mar-2000 7.00% $ 285,484.50 $ 0.00 $285,484.50 $ 0.00 $16,313,400.00 $ 4,039,801.21 $ 285,484.50
15:. Jun-2000 7.00% $ 285,484.50 $ 0.00 $285,484.50 $ 0.00 $16,313,400.00 $ 4,325,285.71 $ 570,969.00
16:. Sep-2000 7.00% $ 285,484.50 $ 0.00 $285,484.50 $ 0.00 $16,313,400.00 $ 4,610,770.21 $ 856,453.50
17:. Dec-2000 7.00% $ 285,484.50 $ 0.00 $285,484.50 $ 0.00 $16,313,400.00 $ 4,896,254.71 $1,141,938.00
18:. Mar-2001 7.00% $ 285,484.50 $ 0.00 $285,484.50 $ 0.00 $16,313,400.00 $ 5,181,739.21 $ 285,484.50
19:. Jun-2001 7.00% $ 285,484.50 $ 0.00 $285,484.50 $ 0.00 $16,313,400.00 $ 5,467,223.71 $ 570,969.00
20:. Sep-2001 7.00% $ 285,484.50 $ 0.00 $285,484.50 $ 0.00 $16,313,400.00 $ 5,752,708.21 $ 856,453.50
21:. Dec-2001 7.00% $ 285,484.50 $ 0.00 $285,484.50 $ 0.00 $16,313,400.00 $ 6,038,192.71 $1,141,938.00
22:. Mar-2002 7.00% $ 285,484.50 $ 0.00 $285,484.50 $ 0.00 $16,313,400.00 $ 6,323,677.21 $ 285,484.50
23:. Jun-2002 7.00% $ 285,484.50 $ 0.00 $285,484.50 $ 0.00 $16,313,400.00 $ 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 $15,421,063.93 $ 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 $14,513,111.98 $ 7,449,999.33 $ 269,868.62
27:. Jun-2003 7.00% $1,177,820.57 $ 923,841.11 $253,979.46 $ 0.00 $13,589,270.87 $ 7,703,978.79 $ 523,848.08
28:. Sep-2003 7.00% $1,177,820.57 $ 940,008.33 $237,812.24 $ 0.00 $12,649,262.54 $ 7,941,791.03 $ 761,660.32
29:. Dec-2003 7.00% $1,177,820.57 $ 956,458.48 $221,362.09 $ 0.00 $11,692,804.06 $ 8,163,153.12 $ 983,022.41
30:. Mar-2004 7.00% $1,177,820.57 $ 973,196.50 $204,624.07 $ 0.00 $10,719,607.56 $ 8,367,777.19 $ 204,624.07
31:. Jun-2004 7.00% $1,177,820.57 $ 990,227.44 $187,593.13 $ 0.00 $ 9,729,380.12 $ 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 $ 8,721,823.70 $ 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 $ 7,696,635.04 $ 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 $ 6,653,505.58 $ 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 $ 5,592,121.36 $ 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 $ 4,512,162.91 $ 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 $ 3,413,305.19 $ 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 $ 2,295,217.46 $ 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 $ 1,157,563.20 $ 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
</TABLE>
License Grant date: September 17, 1996
First and last payments prorated based on the above license grant date.
- -
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, 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 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
<PAGE>
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 ("Maker1'), 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 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 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
<TABLE>
<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>
1: . Dec-96 7.00% $ 34,330.15 $ 0.00 $34,330.15 $ 0.00 $1,704,830.63 $ 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
3: . Jun-97 7.00% $ 29,834.54 $ 0.00 $29,834.54 $ 0.00 $1,704,830.63 $ 93,999.22
4: . Sep-97 7.00% $ 29,834.54 $ 0.00 $29,834.54 $ 0.00 $1,704,830.63 $ 123,833.76
5: . Dec-97 7.00% $ 29,834.54 $ 0.00 $29,834.54 $ 0.00 $1,704,830.63 $ 153,668.30
6: . Mar-98 7.00% $ 29,834.54 $ 0.00 $29,834.54 $ 0.00 $1,704,830.63 $ 183,502.83
7: . Jun-98 7.00% $ 29,834.54 $ 0.00 $29,834.54 $ 0.00 $1,704,830.63 $ 213,337.37
8: . Sep-98 7.00% $ 29,834.54 $ 0.00 $29,834.54 $ 0.00 $1,704,830.63 $ 243,171.90
9: . Dec-98 7.00% $ 29,834.54 $ 0.00 $29,834.54 $ 0.00 $1,704,830.63 $ 273,006.44
10:. Mar-99 7.00% $ 29,834.54 $ 0.00 $29,834.54 $ 0.00 $1,704,830.63 $ 302,840.98
11:. Jun-99 7.00% $ 29,834.54 $ 0.00 $29,834.54 $ 0.00 $1,704,830.63 $ 332,675.51
12:. Sep-99 7.00% $ 29,834.54 $ 0.00 $29,834.54 $ 0.00 $1,704,830.63 $ 362,510.05
13:. Dec-99 7.00% $ 29,834.54 $ 0.00 $29,834.54 $ 0.00 $1,704,830.63 $ 392,344.58
14:. Mar-2000 7.00% $ 29,834.54 $ 0.00 $29,834.54 $ 0.00 $1,704,830.63 $ 422,179.12
15:. Jun-2000 7.00% $ 29,834.54 $ 0.00 $29,834.54 $ 0.00 $1,704,830.63 $ 452,013.66
16:. Sep-2000 7.00% $ 29,834.54 $ 0.00 $29,834.54 $ 0.00 $1,704,830.63 $ 481,848.19
17:. Dec-2000 7.00% $ 29,834.54 $ 0.00 $29,834.54 $ 0.00 $1,704,830.63 $ 511,682.73
18:. Mar-2001 7.00% $ 29,834.54 $ 0.00 $29,834.54 $ 0.00 $1,704,830.63 $ 541,517.26
19:. Jun-2001 7.00% $ 29,834.54 $ 0.00 $29,834.54 $ 0.00 $1,704,830.63 $ 571,351.80
20:. Sep-2001 7.00% $ 29,834.54 $ 0.00 $29,834.54 $ 0.00 $1,704,830.63 $ 601,186.34
21:. Dec-2001 7.00% $ 29,834.54 $ 0.00 $29,834.54 $ 0.00 $1,704,830.63 $ 631,020.87
22:. Mar-2002 7.00% $ 29,834.54 $ 0.00 $29,834.54 $ 0.00 $1,704,830.63 $ 660,855.41
23:. Jun-2002 7.00% $ 29,834.54 $ 0.00 $29,834.54 $ 0.00 $1,704,830.63 $ 690,689.94
24:. Sep-2002 7.00% $ 29,834.54 $ 0.00 $29,834.54 $ 0.00 $1,704,830.63 $ 720,524.48
25:. Dec-2002 7.00% $123,088.05 $ 93,253.51 $29,834.54 $ 0.00 $1,611,577.12 $ 750,359.02
26:. Mar-2003 7.00% $123,088.05 $ 94,885.45 $28,202.60 $ 0.00 $1,516,691.67 $ 778,561.62
27:. Jun-2003 7.00% $123,088.05 $ 96,545.95 $26,542.10 $ 0.00 $1,420,145.72 $ 805,103.72
28:. Sep-2003 7.00% $123,088.05 $ 98,235.50 $24,852.55 $ 0.00 $1,321,910.22 $ 829,956.27
29:. Dec-2003 7.00% $123,088.05 $ 99,954.62 $23,133.43 $ 0.00 $1,221,955.60 $ 853,089.70
30:. Mar-2004 7.00% $123,088.05 $101,703.83 $21,384.22 $ 0.00 $1,120,251.77 $ 874,473.92
31:. Jun-2004 7.00% $123,088.05 $103,483.64 $19,604.41 $ 0.00 $1,016,768.13 $ 894,078.33
32:. Sep-2004 7.00% $123,088.05 $105,294.61 $17,793.44 $ 0.00 $ 911,473.52 $ 911,871.77
33:. Dec-2004 7.00% $123,088.05 $107,137.26 $15,950.79 $ 0.00 $ 804,336.26 $ 927,822.56
34:. Mar-2005 7.00% $123,088.05 $109,012.17 $14,075.88 $ 0.00 $ 695,324.09 $ 941,898.44
35:. Jun-2005 7.00% $123,088.05 $110,919.88 $12,168.17 $ 0.00 $ 584,404.21 $ 954,066.61
36:. Sep-2005 7.00% $123,088.05 $112,860.98 $10,227.07 $ 0.00 $ 471,543.23 $ 964,293.68
37:. Dec-2005 7.00% $123,088.05 $114,836.04 $ 8,252.01 $ 0.00 $ 356,707.19 $ 972,545.69
38:. Mar-2006 7.00% $123,088.05 $116,845.67 $ 6,242.38 $ 0.00 $ 239,861.52 $ 978,788.07
39:. Jun-2006 7.00% $123,088.05 $118,890.47 $ 4,197.58 $ 0.00 $ 120,971.05 $ 982,985.65
40:. Sep-2006 7.00% $122,803.84 $120,971.05 $ 1,832.79 $ 0.00 $ 0.00 $ 984,818.44
Pmt#
<S> <C>
1: . $ 34,330.15
2: . $ 29,834.54
3: . $ 59,669.07
4: . $ 89,503.61
5: . $119,338.14
6: . $ 29,834.54
7: . $ 59,669.07
8: . $ 89,503.61
9: . $119,338.14
10:. $ 29,834.54
11:. $ 59,669.07
12:. $ 89,503.61
13:. $119,338.14
14:. $ 29,834.54
15:. $ 59,669.07
16:. $ 89,503.61
17:. $119,338.14
18:. $ 29,834.54
19:. $ 59,669.07
20:. $ 89,503.61
21:. $119,338.14
22:. $ 29,834.54
23:. $ 59,669.07
24:. $ 89,503.61
25:. $119,338.15
26:. $ 28,202.60
27:. $ 54,744.70
28:. $ 79,597.25
29:. $102,730.68
30:. $ 21,384.22
31:. $ 40,988.63
32:. $ 58,782.07
33:. $ 74,732.86
34:. $ 14,075.88
35:. $ 26,244.05
36:. $ 36,471.12
37:. $ 8,252.01
38:. $ 14,494.39
39:. $ 18,691.97
40:. $ 20,524.76
</TABLE>
License Grant date: September 17, 1996
First and last payments prorated based on the above license grant date.
- -
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
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 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
<PAGE>
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 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: 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
<TABLE>
<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
2:. . . . Mar-97 7.00% $ 84,177.39 $ 0.00 $84,177.39 $ 0.00 $ 4,810,136.40 $ 181,039.04
3:. . . . Jun-97 7.00% $ 84,177.39 $ 0.00 $84,177.39 $ 0.00 $ 4,810,136.40 $ 265,216.42
4:. . . . Sep-97 7.00% $ 84,177.39 $ 0.00 $84,177.39 $ 0.00 $ 4,810,136.40 $ 349,393.81
5:. . . . Dec-97 7.00% $ 84,177.39 $ 0.00 $84,177.39 $ 0.00 $ 4,810,136.40 $ 433,571.20
6:. . . . Mar-98 7.00% $ 84,177.39 $ 0.00 $84,177.39 $ 0.00 $ 4,810,136.40 $ 517,748.59
7:. . . . Jun-98 7.00% $ 84,177.39 $ 0.00 $84,177.39 $ 0.00 $ 4,810,136.40 $ 601,925.97
8:. . . . Sep-98 7.00% $ 84,177.39 $ 0.00 $84,177.39 $ 0.00 $ 4,810,136.40 $ 686,103.36
9:. . . . Dec-98 7.00% $ 84,177.39 $ 0.00 $84,177.39 $ 0.00 $ 4,810,136.40 $ 770,280.75
10: . . . Mar-99 7.00% $ 84,177.39 $ 0.00 $84,177.39 $ 0.00 $ 4,810,136.40 $ 854,458.13
11: . . . Jun-99 7.00% $ 84,177.39 $ 0.00 $84,177.39 $ 0.00 $ 4,810,136.40 $ 938,635.52
12: . . . Sep-99 7.00% $ 84,177.39 $ 0.00 $84,177.39 $ 0.00 $ 4,810,136.40 $ 1,022,812.91
13: . . . Dec-99 7.00% $ 84,177.39 $ 0.00 $84,177.39 $ 0.00 $ 4,810,136.40 $ 1,106,990.29
14: . . . Mar-2000 7.00% $ 84,177.39 $ 0.00 $84,177.39 $ 0.00 $ 4,810,136.40 $ 1,191,167.68
15: . . . Jun-2000 7.00% $ 84,177.39 $ 0.00 $84,177.39 $ 0.00 $ 4,810,136.40 $ 1,275,345.07
16: . . . Sep-2000 7.00% $ 84,177.39 $ 0.00 $84,177.39 $ 0.00 $ 4,810,136.40 $ 1,359,522.46
17: . . . Dec-2000 7.00% $ 84,177.39 $ 0.00 $84,177.39 $ 0.00 $ 4,810,136.40 $ 1,443,699.84
18: . . . Mar-2001 7.00% $ 84,177.39 $ 0.00 $84,177.39 $ 0.00 $ 4,810,136.40 $ 1,527,877.23
19: . . . Jun-2001 7.00% $ 84,177.39 $ 0.00 $84,177.39 $ 0.00 $ 4,810,136.40 $ 1,612,054.62
20: . . . Sep-2001 7.00% $ 84,177.39 $ 0.00 $84,177.39 $ 0.00 $ 4,810,136.40 $ 1,696,232.00
21: . . . Dec-2001 7.00% $ 84,177.39 $ 0.00 $84,177.39 $ 0.00 $ 4,810,136.40 $ 1,780,409.39
22: . . . Mar-2002 7.00% $ 84,177.39 $ 0.00 $84,177.39 $ 0.00 $ 4,810,136.40 $ 1,864,586.78
23: . . . Jun-2002 7.00% $ 84,177.39 $ 0.00 $84,177.39 $ 0.00 $ 4,810,136.40 $ 1,948,764.16
24: . . . Sep-2002 7.00% $ 84,177.39 $ 0.00 $84,177.39 $ 0.00 $ 4,810,136.40 $ 2,032,941.55
25: . . . Dec-2002 7.00% $347,289.81 $263,112.42 $84,177.39 $ 0.00 $ 4,547,023.98 $ 2,117,118.94
26: . . . Mar-2003 7.00% $347,289.81 $267,716.89 $79,572.92 $ 0.00 $ 4,279,307.09 $ 2,196,691.86
27: . . . Jun-2003 7.00% $347,289.81 $272,401.94 $74,887.87 $ 0.00 $ 4,006,905.15 $ 2,271,579.73
28: . . . Sep-2003 7.00% $347,289.81 $277,168.97 $70,120.84 $ 0.00 $ 3,729,736.18 $ 2,341,700.57
29: . . . Dec-2003 7.00% $347,289.81 $282,019.43 $65,270.38 $ 0.00 $ 3,447,716.75 $ 2,406,970.95
30: . . . Mar-2004 7.00% $347,289.81 $286,954.77 $60,335.04 $ 0.00 $ 3,160,761.98 $ 2,467,305.99
31: . . . Jun-2004 7.00% $347,289.81 $291,976.48 $55,313.33 $ 0.00 $ 2,868,785.50 $ 2,522,619.32
32: . . . Sep-2004 7.00% $347,289.81 $297,086.06 $50,203.75 $ 0.00 $ 2,571,699.44 $ 2,572,823.07
33: . . . Dec-2004 7.00% $347,289.81 $302,285.07 $45,004.74 $ 0.00 $ 2,269,414.37 $ 2,617,827.81
34: . . . Mar-2005 7.00% $347,289.81 $307,575.06 $39,714.75 $ 0.00 $ 1,961,839.31 $ 2,657,542.56
35: . . . Jun-2005 7.00% $347,289.81 $312,957.62 $34,332.19 $ 0.00 $ 1,648,881.69 $ 2,691,874.75
36: . . . Sep-2005 7.00% $347,289.81 $318,434.38 $28,855.43 $ 0.00 $ 1,330,447.31 $ 2,720,730.18
37: . . . Dec-2005 7.00% $347,289.81 $324,006.98 $23,282.83 $ 0.00 $ 1,006,440.33 $ 2,744,013.01
38: . . . Mar-2006 7.00% $347,289.81 $329,677.10 $17,612.71 $ 0.00 $ 676,763.23 $ 2,761,625.72
39: . . . Jun-2006 7.00% $347,289.81 $335,446.45 $11,843.36 $ 0.00 $ 341,316.78 $ 2,773,469.08
40: . . . Sep-2006 7.00% $346,487.96 $341,316.78 $ 5,171.18 $ 0.00 $ 0.00 $ 2,778,640.26
Pmt# Date
<S> <C>
1:. . . . $ 96,861.65
2:. . . . $ 84,177.39
3:. . . . $168,354.77
4:. . . . $252,532.16
5:. . . . $336,709.55
6:. . . . $ 84,177.39
7:. . . . $168,354.77
8:. . . . $252,532.16
9:. . . . $336,709.55
10: . . . $ 84,177.39
11: . . . $168,354.77
12: . . . $252,532.16
13: . . . $336,709.55
14: . . . $ 84,177.39
15: . . . $168,354.77
16: . . . $252,532.16
17: . . . $336,709.55
18: . . . $ 84,177.39
19: . . . $168,354.77
20: . . . $252,532.16
21: . . . $336,709.55
22: . . . $ 84,177.39
23: . . . $168,354.77
24: . . . $252,532.16
25: . . . $336,709.55
26: . . . $ 79,572.92
27: . . . $154,460.79
28: . . . $224,581.63
29: . . . $289,852.01
30: . . . $ 60,335.04
31: . . . $115,648.37
32: . . . $165,852.12
33: . . . $210,856.86
34: . . . $ 39,714.75
35: . . . $ 74,046.94
36: . . . $102,902.37
37: . . . $ 23,282.83
38: . . . $ 40,895.54
39: . . . $ 52,738.90
40: . . . $ 57,910.08
</TABLE>
License Grant date: September 17, 1996
First and last payments prorated based on the above license grant date.
- -
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 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
<PAGE>
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
<TABLE>
<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>
1: . Dec-96 7.00% $ 66,100.16 $ 0.00 $66,100.16 $ 0.00 $ 3,282,525.00 $ 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
3: . Jun-97 7.00% $ 57,444.19 $ 0.00 $57,444.19 $ 0.00 $ 3,282,525.00 $ 180,988.54
4: . Sep-97 7.00% $ 57,444.19 $ 0.00 $57,444.19 $ 0.00 $ 3,282,525.00 $ 238,432.72
5: . Dec-97 7.00% $ 57,444.19 $ 0.00 $57,444.19 $ 0.00 $ 3,282,525.00 $ 295,876.91
6: . Mar-98 7.00% $ 57,444.19 $ 0.00 $57,444.19 $ 0.00 $ 3,282,525.00 $ 353,321.10
7: . Jun-98 7.00% $ 57,444.19 $ 0.00 $57,444.19 $ 0.00 $ 3,282,525.00 $ 410,765.29
8: . Sep-98 7.00% $ 57,444.19 $ 0.00 $57,444.19 $ 0.00 $ 3,282,525.00 $ 468,209.47
9: . Dec-98 7.00% $ 57,444.19 $ 0.00 $57,444.19 $ 0.00 $ 3,282,525.00 $ 525,653.66
10:. Mar-99 7.00% $ 57,444.19 $ 0.00 $57,444.19 $ 0.00 $ 3,282,525.00 $ 583,097.85
11:. Jun-99 7.00% $ 57,444.19 $ 0.00 $57,444.19 $ 0.00 $ 3,282,525.00 $ 640,542.04
12:. Sep-99 7.00% $ 57,444.19 $ 0.00 $57,444.19 $ 0.00 $ 3,282,525.00 $ 697,986.22
13:. Dec-99 7.00% $ 57,444.19 $ 0.00 $57,444.19 $ 0.00 $ 3,282,525.00 $ 755,430.41
14:. Mar-2000 7.00% $ 57,444.19 $ 0.00 $57,444.19 $ 0.00 $ 3,282,525.00 $ 812,874.60
15:. Jun-2000 7.00% $ 57,444.19 $ 0.00 $57,444.19 $ 0.00 $ 3,282,525.00 $ 870,318.79
16:. Sep-2000 7.00% $ 57,444.19 $ 0.00 $57,444.19 $ 0.00 $ 3,282,525.00 $ 927,762.97
17:. Dec-2000 7.00% $ 57,444.19 $ 0.00 $57,444.19 $ 0.00 $ 3,282,525.00 $ 985,207.16
18:. Mar-2001 7.00% $ 57,444.19 $ 0.00 $57,444.19 $ 0.00 $ 3,282,525.00 $ 1,042,651.35
19:. Jun-2001 7.00% $ 57,444.19 $ 0.00 $57,444.19 $ 0.00 $ 3,282,525.00 $ 1,100,095.54
20:. Sep-2001 7.00% $ 57,444.19 $ 0.00 $57,444.19 $ 0.00 $ 3,282,525.00 $ 1,157,539.72
21:. Dec-2001 7.00% $ 57,444.19 $ 0.00 $57,444.19 $ 0.00 $ 3,282,525.00 $ 1,214,983.91
22:. Mar-2002 7.00% $ 57,444.19 $ 0.00 $57,444.19 $ 0.00 $ 3,282,525.00 $ 1,272,428.10
23:. Jun-2002 7.00% $ 57,444.19 $ 0.00 $57,444.19 $ 0.00 $ 3,282,525.00 $ 1,329,872.29
24:. Sep-2002 7.00% $ 57,444.19 $ 0.00 $57,444.19 $ 0.00 $ 3,282,525.00 $ 1,387,316.47
25:. Dec-2002 7.00% $ 236,996.91 $179,552.72 $57,444.19 $ 0.00 $ 3,102,972.28 $ 1,444,760.66
26:. Mar-2003 7.00% $ 236,996.91 $182,694.90 $54,302.01 $ 0.00 $ 2,920,277.38 $ 1,499,062.67
27:. Jun-2003 7.00% $ 236,996.91 $185,892.06 $51,104.85 $ 0.00 $ 2,734,385.32 $ 1,550,167.52
28:. Sep-2003 7.00% $ 236,996.91 $189,145.17 $47,851.74 $ 0.00 $ 2,545,240.15 $ 1,598,019.26
29:. Dec-2003 7.00% $ 236,996.91 $192,455.21 $44,541.70 $ 0.00 $ 2,352,784.94 $ 1,642,560.96
30:. Mar-2004 7.00% $ 236,996.91 $195,823.17 $41,173.74 $ 0.00 $ 2,156,961.77 $ 1,683,734.70
31:. Jun-2004 7.00% $ 236,996.91 $199,250.08 $37,746.83 $ 0.00 $ 1,957,711.69 $ 1,721,481.53
32:. Sep-2004 7.00% $ 236,996.91 $202,736.96 $34,259.95 $ 0.00 $ 1,754,974.73 $ 1,755,741.48
33:. Dec-2004 7.00% $ 236,996.91 $206,284.85 $30,712.06 $ 0.00 $ 1,548,689.88 $ 1,786,453.54
34:. Mar-2005 7.00% $ 236,996.91 $209,894.84 $27,102.07 $ 0.00 $ 1,338,795.04 $ 1,813,555.61
35:. Jun-2005 7.00% $ 236,996.91 $213,568.00 $23,428.91 $ 0.00 $ 1,125,227.04 $ 1,836,984.52
36:. Sep-2005 7.00% $ 236,996.91 $217,305.44 $19,691.47 $ 0.00 $ 907,921.60 $ 1,856,675.99
37:. Dec-2005 7.00% $ 236,996.91 $221,108.28 $15,888.63 $ 0.00 $ 686,813.32 $ 1,872,564.62
38:. Mar-2006 7.00% $ 236,996.91 $224,977.68 $12,019.23 $ 0.00 $ 461,835.64 $ 1,884,583.85
39:. Jun-2006 7.00% $ 236,996.91 $228,914.79 $ 8,082.12 $ 0.00 $ 232,920.85 $ 1,892,665.97
40:. Sep-2006 7.00% $ 236,449.76 $232,920.85 $ 3,528.91 $ 0.00 $ 0.00 $ 1,896,194.88
Pmt#
<S> <C>
1: . $ 66,100.16
2: . $ 57,444.19
3: . $114,888.38
4: . $172,332.56
5: . $229,776.75
6: . $ 57,444.19
7: . $114,888.38
8: . $172,332.56
9: . $229,776.75
10:. $ 57,444.19
11:. $114,888.38
12:. $172,332.56
13:. $229,776.75
14:. $ 57,444.19
15:. $114,888.38
16:. $172,332.56
17:. $229,776.75
18:. $ 57,444.19
19:. $114,888.38
20:. $172,332.56
21:. $229,776.75
22:. $ 57,444.19
23:. $114,888.38
24:. $172,332.56
25:. $229,776.75
26:. $ 54,302.01
27:. $105,406.86
28:. $153,258.60
29:. $197,800.30
30:. $ 41,173.74
31:. $ 78,920.57
32:. $113,180.52
33:. $143,892.58
34:. $ 27,102.07
35:. $ 50,530.98
36:. $ 70,222.45
37:. $ 15,888.63
38:. $ 27,907.86
39:. $ 35,989.98
40:. $ 39,518.89
</TABLE>
License Grant date: September 17, 1996
First and last payments prorated based on the above license grant date.
- -
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 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
<PAGE>
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
<TABLE>
<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 $5,742,700.07 $2,673,832.19 $ 425,250.00
26:. Mar-2003 7.00% $ 438,612.43 $338,115.18 $100,497.25 $ 0.00 $5,404,584.89 $2,774,329.44 $ 100,497.25
27:. Jun-2003 7.00% $ 438,612.43 $344,032.19 $ 94,580.24 $ 0.00 $5,060,552.70 $2,868,909.68 $ 195,077.49
28:. Sep-2003 7.00% $ 438,612.43 $350,052.76 $ 88,559.67 $ 0.00 $4,710,499.94 $2,957,469.35 $ 283,637.16
29:. Dec-2003 7.00% $ 438,612.43 $356,178.68 $ 82,433.75 $ 0.00 $4,354,321.26 $3,039,903.10 $ 366,070.91
30:. Mar-2004 7.00% $ 438,612.43 $362,411.81 $ 76,200.62 $ 0.00 $3,991,909.45 $3,116,103.72 $ 76,200.62
31:. Jun-2004 7.00% $ 438,612.43 $368,754.01 $ 69,858.42 $ 0.00 $3,623,155.44 $3,185,962.14 $ 146,059.04
32:. Sep-2004 7.00% $ 438,612.43 $375,207.21 $ 63,405.22 $ 0.00 3,247,948.23 $3,249,367.36 $ 209,464.26
33:. Dec-2004 7.00% $ 438,612.43 $381,773.34 $ 56,839.09 $ 0.00 $2,866,174.89 $3,306,206.45 $ 266,303.35
34:. Mar-2005 7.00% $ 438,612.43 $388,454.37 $ 50,158.06 $ 0.00 $2,477,720.52 $3,356,364.51 $ 50,158.06
35:. Jun-2005 7.00% $ 438,612.43 $395,252.32 $ 43,360.11 $ 0.00 $2,082,468.20 $3,399,724.62 $ 93,518.17
36:. Sep-2005 7.00% $ 438,612.43 $402,169.24 $ 36,443.19 $ 0.00 $1,680,298.96 $3,436,167.81 $ 129,961.36
37:. Dec-2005 7.00% $ 438,612.43 $409,207.20 $ 29,405.23 $ 0.00 1,271,091.76 $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
</TABLE>
License Grant date: September 17, 1996
First and last payments prorated based on the above license grant date.
- -
United States of America
Federal Communications Commission
RADIO STATION AUTHORIZATION
Commercial Mobile Radio Services
Personal Communications Service -Broadband
21ST CENTU.RY TELESIS JOINT VENTURE
ATTN: PHILIP J. CHASMAR
4665 MACARTHUR COURT SUITE IOOC
NEWPORT BEACH, CA 92660
Call Sign: KNLF318
Market: B208
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 (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
<PAGE>
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
<TABLE>
<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 $1,978,044.33 $ 920,988.13 $ 146,475.24
26:. Mar-2003 7.00% $ 151,077.86 $116,462.08 $34,615.78 $ 0.00 $1,861,582.25 $ 955,603.91 $ 34,615.78
27:. Jun-2003 7.00% $ 151,077.86 $118,500.17 $32,577.69 $ 0.00 $1,743,082.08 $ 988,181.60 $ 67,193.47
28:. Sep-2003 7.00% $ 151,077.86 $120,573.92 $30,503.94 $ 0.00 $1,622,508.16 $1,018,685.54 $ 97,697.41
29:. Dec-2003 7.00% $ 151,077.86 $122,683.97 $28,393.89 $ 0.00 $1,499,824.19 $1,047,079.43 $ 126,091.30
30:. Mar-2004 7.00% $ 151,077.86 $124,830.94 $26,246.92 $ 0.00 $1,374,993.25 $1,073,326.35 $ 26,246.92
31:. Jun-2004 7.00% $ 151,077.86 $127,015.48 $24,062.38 $ 0.00 $1,247,977.77 $1,097,388.73 $ 50,309.30
32:. Sep-2004 7.00% $ 151,077.86 $129,238.25 $21,839.61 $ 0.00 $1,118,739.52 $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 $ 294,405.19 $1,201,361.17 $ 17,790.35
39:. Jun-2006 7.00% $ 151,077.86 $145,925.77 $ 5,152.09 $ 0.00 $ 148,479.42 $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
</TABLE>
License Grant date: September 17, 1996
First and last payments prorated based on the above license grant date.
- -
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
<PAGE>
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
<TABLE>
<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>
<C>
1: . Dec-96 7.00% $ 306,537.29 $ 0.00 $306,537.29 $ 0.00 $15,222,600.00 $ 306,537.29 $ 306,537.29
2: . Mar-97 7.00% $ 266,395.50 $ 0.00 $266,395.50 $ 0.00 $15,222,600.00 $ 572,932.79 $ 266,395.50
3: . Jun-97 7.00% $ 266,395.50 $ 0.00 $266,395.50 $ 0.00 $15,222,600.00 $ 839,328.29 $ 532,791.00
4: . Sep-97 7.00% $ 266,395.50 $ 0.00 $266,395.50 $ 0.00 $15,222,600.00 $ 1,105,723.79 $ 799,186.50
5: . Dec-97 7.00% $ 266,395.50 $ 0.00 $266,395.50 $ 0.00 $15,222,600.00 $ 1,372,119.29 $ 1,065,582.00
6: . Mar-98 7.00% $ 266,395.50 $ 0.00 $266,395.50 $ 0.00 $15,222,600.00 $ 1,638,514.79 $ 266,395.50
7: . Jun-98 7.00% $ 266,395.50 $ 0.00 $266,395.50 $ 0.00 $15,222,600.00 $ 1,904,910.29 $ 532,791.00
8: . Sep-98 7.00% $ 266,395.50 $ 0.00 $266,395.50 $ 0.00 $15,222,600.00 $ 2,171,305.79 $ 799,186.50
9: . Dec-98 7.00% $ 266,395.50 $ 0.00 $266,395.50 $ 0.00 $15,222,600.00 $ 2,437,701.29 $ 1,065,582.00
10:. Mar-99 7.00% $ 266,395.50 $ 0.00 $266,395.50 $ 0.00 $15,222,600.00 $ 2,704,096.79 $ 266,395.50
11:. Jun-99 7.00% $ 266,395.50 $ 0.00 $266,395.50 $ 0.00 $15,222,600.00 $ 2,970,492.29 $ 532,791.00
12:. Sep-99 7.00% $ 266,395.50 $ 0.00 $266,395.50 $ 0.00 $15,222,600.00 $ 3,236,887.79 $ 799,186.50
13:. Dec-99 7.00% $ 266,395.50 $ 0.00 $266,395.50 $ 0.00 $15,222,600.00 $ 3,503,283.29 $ 1,065,582.00
14:. Mar-2000 7.00% $ 266,395.50 $ 0.00 $266,395.50 $ 0.00 $15,222,600.00 $ 3,769,678.79 $ 266,395.50
15:. Jun-2000 7.00% $ 266,395.50 $ 0.00 $266,395.50 $ 0.00 $15,222,600.00 $ 4,036,074.29 $ 532,791.00
16:. Sep-2000 7.00% $ 266,395.50 $ 0.00 $266,395.50 $ 0.00 $15,222,600.00 $ 4,302,469.79 $ 799,186.50
17:. Dec-2000 7.00% $ 266,395.50 $ 0.00 $266,395.50 $ 0.00 $15,222,600.00 $ 4,568,865.29 $ 1,065,582.00
18:. Mar-2001 7.00% $ 266,395.50 $ 0.00 $266,395.50 $ 0.00 $15,222,600.00 $ 4,835,260.79 $ 266,395.50
19:. Jun-2001 7.00% $ 266,395.50 $ 0.00 $266,395.50 $ 0.00 $15,222,600.00 $ 5,101,656.29 $ 532,791.00
20:. Sep-2001 7.00% $ 266,395.50 $ 0.00 $266,395.50 $ 0.00 $15,222,600.00 $ 5,368,051.79 $ 799,186.50
21:. Dec-2001 7.00% $ 266,395.50 $ 0.00 $266,395.50 $ 0.00 $15,222,600.00 $ 5,634,447.29 $ 1,065,582.00
22:. Mar-2002 7.00% $ 266,395.50 $ 0.00 $266,395.50 $ 0.00 $15,222,600.00 $ 5,900,842.79 $ 266,395.50
23:. Jun-2002 7.00% $ 266,395.50 $ 0.00 $266,395.50 $ 0.00 $15,222,600.00 $ 6,167,238.29 $ 532,791.00
24:. Sep-2002 7.00% $ 266,395.50 $ 0.00 $266,395.50 $ 0.00 $15,222,600.00 $ 6,433,633.79 $ 799,186.50
25:. Dec-2002 7.00% $1,099,065.27 $ 832,669.77 $266,395.50 $ 0.00 $14,389,930.23 $ 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 $13,542,688.74 $ 6,951,853.07 $ 251,823.78
27:. Jun-2003 7.00% $1,099,065.27 $ 862,068.22 $236,997.05 $ 0.00 $12,680,620.52 $ 7,188,850.12 $ 488,820.83
28:. Sep-2003 7.00% $1,099,065.27 $ 877,154.41 $221,910.86 $ 0.00 $11,803,466.11 $ 7,410,760.98 $ 710,731.69
29:. Dec-2003 7.00% $1,099,065.27 $ 892,504.61 $206,560.66 $ 0.00 $10,910,961.50 $ 7,617,321.64 $ 917,292.35
30:. Mar-2004 7.00% $1,099,065.27 $ 908,123.44 $190,941.83 $ 0.00 $10,002,838.06 $ 7,808,263.47 $ 190,941.83
31:. Jun-2004 7.00% $1,099,065.27 $ 924,015.60 $175,049.67 $ 0.00 $ 9,078,822.46 $ 7,983,313.14 $ 365,991.50
32:. Sep-2004 7.00% $1,099,065.27 $ 940,185.88 $158,879.39 $ 0.00 $ 8,138,636.58 $ 8,142,192.53 $ 524,870.89
33:. Dec-2004 7.00% $1,099,065.27 $ 956,639.13 $142,426.14 $ 0.00 $ 7,181,997.45 $ 8,284,618.67 $ 667,297.03
34:. Mar-2005 7.00% $1,099,065.27 $ 973,380.31 $125,684.96 $ 0.00 $ 6,208,617.14 $ 8,410,303.63 $ 125,684.96
35:. Jun-2005 7.00% $1,099,065.27 $ 990,414.47 $108,650.80 $ 0.00 $ 5,218,202.67 $ 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 $ 4,210,455.95 $ 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 $ 3,185,073.66 $ 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 $ 2,141,747.18 $ 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 $ 1,080,162.49 $ 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
</TABLE>
License Grant date: September 17, 1996
First and last payments prorated based on the above license grant date.
- -
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
<PAGE>
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 21STCENTURYBIDDINGCORP.
[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
<TABLE>
<CAPTION>
Pmt# Date Yr Rate P & I Payment Principal Interest New Balance Cum. Interest 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 $ 168,342.52 $ 765.53
</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
<PAGE>
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 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 21STCENTURYBIDDINGCORP.
[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
<TABLE>
<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 $ 2,850.13
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>
- -
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
<PAGE>
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
<TABLE>
<CAPTION>
Pmt# Date Yr P&I Payment Principal Interest New Balance Cum. Int. Yearly 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 $ 6,011.78
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 $ 1,699.79
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>
- -
United States of America
Federal Communications Commission
RADIO STATION AUTHORIZATION
Commercial Mobile Radio Services
Personal Communications Service - Broadband
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 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 - 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
<PAGE>
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 21STCENTURYBIDDINGCORP.
[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
<TABLE>
<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>
- -
United States of America
Federal Communications Commission
Commercial Mobile Radio Services
Personal Communications Service - Broadband
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.
<PAGE>
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
<TABLE>
<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>
- -
United States of America
Federal Communications Commission
RADIO STATION AUTHORIZATION
Commercial Mobile Radio Services
Personal Communications Service - Broadband
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
<PAGE>
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 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 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
<TABLE>
<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 $ 30,942.60 $ 30,942.60
2: . 28-Oct-97 6.25% $30,942.60 $ 0.00 $ 30,942.60 $1,980,326.40 $ 61,885.20 $ 61,885.20
3: . 28-Jan-98 6.25% $30,942.60 $ 0.00 $ 30,942.60 $1,980,326.40 $ 92,827.80 $ 30,942.60
4: . 28-Apr-98 6.25% $30,942.60 $ 0.00 $ 30,942.60 $1,980,326.40 $123,770.40 $ 61,885.20
5: . 28-Jul-98 6.25% $30,942.60 $ 0.00 $ 30,942.60 $1,980,326.40 $154,713.00 $ 92,827.80
6: . 28-Oct-98 6.25% $30,942.60 $ 0.00 $ 30,942.60 $1,980,326.40 $185,655.60 $ 123,770.40
7: . 28-Jan-99 6.25% $30,942.60 $ 0.00 $ 30,942.60 $1,980,326.40 $216,598.20 $ 30,942.60
8: . 28-Apr-99 6.25% $30,942.60 $ 0.00 $ 30,942.60 $1,980,326.40 $247,540.80 $ 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 $798,824.55 $ 3,632.64
</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: 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/~7
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
<PAGE>
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
<TABLE>
<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>
- -
United States of America
Federal Communications Commission
RADIO STATION AUTHORIZATION
Commercial Mobile Radio Services
Personal Communications Service - Broadband
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 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>
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
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
<TABLE>
<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 $181,158.07 $ 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
<PAGE>
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
<PAGE>
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
