EXHIBIT 10.28


 


FOUNDERS TOWER OFFICE LEASE


 


THIS OFFICE
LEASE AGREEMENT (this “Lease”) is made as of the
           day of
           and is by and
between HEBRON COMMUNICATIONS CORPORATION, whose notice address is Hebron
Communications Corporation, 5900 N. Mosteller Drive, Suite 1750, Founders
Tower, Oklahoma City Oklahoma 73112 (“Landlord”) and AMERIVISION
COMMUNICATIONS, INC., an Oklahoma Corporation, whose address is c/o Wiley, Rein
& Fielding, 1776 K Street, NW., Washington, D.C. 20006, Attn: Dag Wilkinson,
Esq. (“Tenant”). Capitalized terms used herein are either defined in the text
of this Lease, in Article I below (which contains certain definitions
used herein and the basic economic terms of this Lease), or in the Exhibits
attached hereto.


 


R E C I T A L S :


 


A                                      Landlord
is the owner of the Building commonly known as the “Founders Tower” (herein the
“Building”) located at 5900 N. Mosteller Drive in Oklahoma City, Oklahoma.


 


B.                                     Landlord
desires to lease to• Tenant and Tenant desires to lease from Landlord, the
Premises, as hereinafter defined, on the terms and conditions stated in this
Lease.


 


A G R E E M E N T :


 


NOW, THEREFORE, in
consideration of the mutual covenants contained herein and for other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Landlord and Tenant agree as follows:


 


 


ARTICLE I


 


DEFINITIONS


 


1.1.                              Lease:
Landlord. The term “Lease” and such terms as “herein,” “hereof,” “hereby,”
“hereunder,” hereto” and the like will mean this Office Lease Agreement,
together with all exhibits and schedules now or hereafter attached hereto, and
all modifications, amendments, extensions and renewals of this Office Lease
Agreement. The term “Landlord” shall be deemed to include, as applicable, any
successor in interest to Founders Tower as owner of the Building.


 


1.2.                              Definition
of Basic Lease Terms. When used in this Lease, the following terms shall
have the meanings set forth below, unless the context of this Lease clearly
requires otherwise.


 


“Actual Expense Increase”:
The amount by which Operating Expenses in any particular calendar year exceed
Operating Expenses incurred in the Base Expense Year.


 


“Additional Rent”: All
sums payable by Tenant under or pursuant to this Lease, whether to Landlord or
others, other than Base Rent.


 


“Base Expense Year”:
Shall mean 2000.


 


“Base Rent”: The
sums set forth on Exhibit A with respect to the suites constituting the
Premises. Landlord and Tenant acknowledge the Base Rent during the Term was
determined by multiplying the Rentable Area of the suites constituting Premises
by the applicable per square foot rate in dollars.


 

















 


“Business Day”: Any
day other
than a Saturday, a Sunday, or a legal holiday observed by
banks in the State of Oklahoma.


 


“Commencement Date”:
January 1,2000


 


“Common Areas”:  Those
areas in the Building consisting of corridors, elevator foyers, restrooms,
plaza areas and other similar facilities provided for the common use and
benefit of the tenants of the Building or patrons thereof.


 


“Estimated Expense Increase”:
Landlord’s estimate of the amount by which Operating Expenses for any
particular calendar year will exceed Operating Expenses for the Base Expense
Year.


 


“Expiration Date”:
Subject with respect to the individual suites constituting the Premises the
latest date of the respective periods set forth in Exhibit A.


 


“Final Expiration Date”:
December 31, 2004 or such earlier date as is the last to occur of the
Expiration Dates.


 


“Legal Requirements”:
All federal, state, and local laws (whether imposed by statute, ordinance,
regulation, administrative or judicial order, any other governmental authority,
or common law), rules and regulations of utility companies, and all restrictive
covenants and Rules and Regulations now or hereafter in effect which are
applicable to the construction, modification, use or occupancy of the Premises,
Building and areas adjacent and appurtenant thereto, including, without
limitation, zoning ordinances, development and subdivision regulations,
building (including the Americans With Disabilities Act), fire and safety
codes, parking and traffic regulations, and environmental requirements.


 


“Normal Business Hours”:
7:30 am. to 6:30 p.m. Monday through Friday, and 8:00 a.m. to 1:00 p.m.
Saturday, legal holidays excepted.


 


“Operating Expenses”:
See definition attached as Exhibit B hereto.


 


“Permitted Use”:
General office use and the siting of equipment of the general nature currently
maintained at the Premises.


 


“Premises”: The
tenant space located in the Building and depicted on Exhibit A..


 


“Rent”: All Base
Rent and Additional Rent.


 


“Rentable Area of the Building”:
176,280 square feet.


 


“Rentable Area of the Premises”:
As of the Commencement Date, see Exhibit A.


 


“Rules and Regulations”:
The rules and regulations relating to the use and occupancy of the Premises and
the Common Areas as set forth on Exhibit E attached hereto and as the same may
be amended from time to time by Landlord.


 


“Security Deposit”:
Ten thousand dollars (5 10,000.00)


 


“Tenant’s Pro Rata Share”:
With respect to the suites constituting the Premises, the percentages set forth
on Exhibit A, with such Pro Rata Share to be determined at any time for the
purposes set forth in this Lease by summing such percentages for all suites
which the Tenant is occupying as of such date, provided that, Tenant’s
Pro-Rate Share shall be expressed as a percentage of the Rentable Area of the
Building.


 


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“Term”: The period
beginning on the Commencement Date and ending on the Final Expiration Date, or
any earlier date on which the Term is terminated pursuant to the terms of this
Lease.


 


ARTICLE II


 


LEASE OF PREMISES


 


2.1                                 Lease.  In consideration of the payment of Rent and
the performance of the covenants and agreements by Tenant hereinafter set
forth, Landlord hereby leases and demises to Tenant the Premises, together with
the non-exclusive right, subject to the provisions hereof; to use all
appurtenances thereto, including the Building Common Areas and parking
facilities designated from time to time by Landlord for the exclusive or
non-exclusive use of the tenants of the Building. Landlord acknowledges and
agrees that it will completely vacate, and make available for Tenant’s quiet
enjoyment and peaceful possession, the 708 sq. ft. that Landlord currently
occupies on the Il”‘ floor of the Building described in Exhibit A, in no event
later than March 31, 2000.


 


2.2                                 Quiet
Enjoyment.  So long as Tenant
is not in default under this Lease, Tenant shall be entitled to the quiet
enjoyment and peaceful possession of the Premises, subject to the terms and
provisions of the Lease, including, without limitation, the Rules and
Regulations.


 


2.3                                 Substitution
of Similar Space.  At any
time after Tenant’s execution of this Lease, Landlord shall have the right, upon
giving Tenant ninety (90) days’ notice in writing, to provide arid furnish
Tenant with space elsewhere in the Building, if approximately the same size as
the Premises, and to move and place Tenant in such new space at Landlord’s sole
expense. Landlord agrees that the moving of Tenant pursuant to this paragraph
will be done as expeditiously as possible. Landlord further agrees to remodel
the new space to make such space substantially equivalent to the space being
vacated, including such additions, alterations and improvements to the space
being vacated as Tenant may have previously made with Landlord’s written
approval, and Tenant shall not be required to move until such remodeling is
completed. In the event Landlord moves Tenant to said new space, then this
Lease and each and all of the terms and covenants and conditions hereof shall
thereupon remain in full force and effect and he deemed applicable to such new
space. Should Tenant refuse to permit Landlord to move Tenant to such new space
at the end of said ninety (90) day period, then Tenant shall be in default and
Landlord shall be entitled to exercise the remedies provided for in Section
15.3 hereof


 


ARTICLE III


 


TERM


 


3.1                                 Term.  This lease shall be effective as of January
1, 2000. The Term shall end without notice on the Final Expiration Date and
with respect to each suite on the applicable Expiration Date as set forth on
Exhibit A, provided, however, that if Tenant is not in default under this Lease
Tenant shall have the right exercisable up to sixty (60) days prior to any
applicable Expiration Date to, by written notice to Landlord, extend such
Expiration Date for a period of one (I) year. Unless otherwise agreed by
Landlord and Tenant, all Extensions shall be subject to a Base Rent increase of
four percent (4%) over the Base Rent for the immediately preceding year.


 


3.2                                 Surrender:
Holding Over.  Upon the
expiration or other termination of the Term (and upon the Expiration Date with
respect to the relevant suite), Tenant shall promptly quit the Premises (or the
applicable suite) and surrender the same to Landlord in good order and
condition, ordinary wear and tear and loss by fire or other casualty excepted,
unless due to the


 


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negligence of Tenant, and Tenant shall remove
all of its movable furniture, trade fixtures and other personal property. The
parties agree that their respective rights and obligations regarding goods,
furniture, furnishings, trade fixtures and any other personal property belonging
to Tenant which is left in the Premises at the end of the Term will be governed
by the provisions of Section 52 of Title 41 of the Oklahoma Statues, as the
same may be amended from time to time. If Tenant remains in possession of the
Premises after any applicable Expiration Date and continues to pay Rent, and
Landlord accepts such Rent, without any express written agreement as to such
holding over then such holding over shall be deemed to he a tenancy from
month-to-month which will be equivalent to the base plus a minimum of 4%
increase. All such Rent shall be payable in advance on the same day of each
calendar month Nothing contained herein shall be construed as obligating
Landlord to accept any rental tendered by Tenant after the expiration of the
Term or to relieve Tenant of its obligation as set forth above to surrender the
Premises at the end of the Term and any holdover without Landlord’s consent
shall be deemed a default hereunder entitling Landlord to all of its rights and
remedies set forth in Article XV below, including, without limitation,
its right to recover consequential damages resulting from said holdover.


 


3.3                                 Right of
Entry.  After reasonable
prior notice to the Tenant, Landlord may enter the Premises to exhibit the
Premises to prospective tenants, purchasers or mortgagees.


 


ARTICLE IV


 


RENT


 


4.1                                 Base Rent.  Tenant agrees to pay Landlord the applicable
Base Rent specified in Section 1.2 above. All Base Rent shall be paid in
advance commencing on the Commencement Date and on the first (1st)
day of each calendar month thereafter during the Term If the Commencement Date
is on other than the first day of a calendar month, the first installment of
Base Rent shall be prorated based on the number of days from the Commencement
Date to the first day of the next succeeding calendar month. Notwithstanding
the foregoing, Tenant shall not be obligated to pay Rent for the 703 sq ft
occupied by Landlord on the t floor of the Building described in Exhibit A
until such time as Landlord completely vacates such space and makes available
such space for Tenant’s quiet enjoyment and peaceful possession.


 


4.2                                 Additional
Rent.  In addition to Base
Rent, Tenant agrees to pay the various items of Additional Rent at the times
required under this Lease, including specifically increases in Operating
Expenses as referenced in Article VII below.


 


4.3                                 Delinquent
Rent.  If any Ease Rent is
not paid within ten (10) days of the day on which it becomes due (i.e. the
first of each month), Landlord may collect a late charge in any amount equal to
ten percent (10%) of the delinquent sum. Late charges shall be considered
Additional Rent and failure to pay the same shall be considered a default
hereunder. Any Rent which remains unpaid fur more than thirty (30) days
following its due date shall bear interest from the date due until paid at the
rate of eighteen percent (18%) per annum (the “Default Rate”) based on a
360-day year. Payment of such late charges and/or interest shall, at Landlord’s
option, be a condition precedent to curing any default hereunder. Landlord’s
acceptance of subsequent installments of Rent without having received any
accrued late charges or interest will not waive Landlord’s right to collect
such late charges and interest at any time thereafter, including if applicable,
at the expiration or sooner termination of the Team


 


4.4                                 Payments
Under Lease.  Except as
otherwise specifically provided in this Lease, Tenant agrees to pay all Rent
provided for herein without demand. The obligations of the Tenant to pay Rent
under this Lease is an independent covenant and no act or circumstance
whatsoever (whether constituting a default by Landlord or not) will release
Tenant from the obligation to pay Rent timely or give rise to any deduction
from or setoff against Rent payable hereunder.


 


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ARTICLE V


 


TENANT IMPROVEMENTS


 


5.1                                 Construction
and Installation of the Tenant Improvements. The construction and
installation of Tenant improvements shall be governed by the Work Letter, if
any, attached to this Lease as Exhibit D. Except as may be specifically set
forth in any such Work Letter, Landlord shall have no obligation for the
construction and installation of Tenant improvements or the completion or
remodeling of the Premises. Tenant agrees to accept the Premises in their “as
is” condition after completion of any portion of the work to be performed by
Landlord. If Landlord is delayed in delivering the Premises to Tenant due to
the failure of a prior occupant to vacate or remove its property from the same,
then Landlord’s obligation to commence its portion of its work if any, shall be
delayed by a like period of time. The postponement of Tenant’s obligation to
pay Rent and other sums hereunder shall be in full settlement of all claims which
Tenant may otherwise have by reason of such delay of delivery.


 


5.2                                 Acceptance
of Premises. Except as provided in the Work Letter, taking
possession of the Premises by Tenant shall be conclusive evidence as against
Tenant that the Premises were in the condition agreed upon between Landlord and
Tenant and acknowledgment of satisfactory completion of any work to be
performed by Landlord.


 


ARTICLE VI


 


USE OF PREMISES


 


6.1                                 Character of
Occupancy.  Tenant covenants
and agrees to occupy the Premises for the Permitted Use and for no other
purpose, unless Landlord otherwise consents in writing, which consent may be
withheld in Landlord’s sole discretion. Tenant agrees to use the Premises
consistent with the Rules and Regulations and in a careful, safe, and proper manner
and to pay, on demand, for any damage to the Premises caused by misuse or abuse
thereof by Tenant, Tenant’s agents or employees, or by any other person
entering upon the Premises under express or implied invitation of Tenant.
Tenant agrees not to sue the Premises in a manner which would crease a nuisance
or which would disturb the other tenants of the Building.


 


6.2                                 Compliance
With Legal Requirements. 
Tenant, at Tenant’s expense, shall comply with all Legal Requirements
now in effect, or which may hereafter be in effect, which shall impose any duty
upon Landlord or Tenant with respect to the occupation or alteration of the
Premises. For instance, as between Landlord and Tenant, Tenant shall bear
responsibility for the compliance of the Premises (but not any common areas or
other areas in or around the Building not constituting the Premises) with the
Americans With Disabilities Act.


 


6.3                                 No Waste:
Compliance With Insurance and Environmental Requirements.  Tenant shall not commit waste or suffer or
permit waste to be committed or permit any nuisance on or in the Premises.
Tenant agrees that it will not store, keep, use, sell, dispose of or offer for
sale in, upon or from the Premises any article or substance which may be
prohibited by any insurance policy in force from time to time covering the
Building, nor shall Tenant keep, store, dispose of, or produce on, in or from
the Premises or the Building any substance which may be deemed a hazardous
substance under any Legal Requirement as may be promulgated or amended from
time to time. Tenant agrees to indemnify and hold harmless Landlord against any
cost, loss, claim or expense, including reasonable attorneys’ fees and
expenses, suffered by Landlord as a result of Tenant’s breach of any covenant
set forth in this Article VI.


 


6.4                                 Rules and
Regulations.  The Rules and
Regulations set forth on Exhibit E attached hereto shall be and are hereby made
a part of this Lease. Tenant agrees that Tenant’s employees and agents or any
other permitted by Tenant to occupy or enter the Premises will at


 


5

















 


all times abide by said Rules and
Regulations. A breach of any of such Rules or Regulations shall be deemed a
default under this Lease. Landlord agrees to apply the Rules and Regulations in
a non-discriminatory manner towards all tenants of the Building.


 


ARTICLE VII


 


OPERATING EXPENSES


 


7.1                                 Payment of
Tenant’s Pro Rata Share of Operating Expenses.


 


(a)                                  Tenant
shall have no liability for Operating Expenses for the calendar year 2000.
Commencing with respect to calendar year 2001, Tenant agrees to pay Tenant’s
Pro Rata Share of any increase in Operating Expenses from the Base Expense
Year; provided, however, that in no event shall Tenant be liable for any
increase in Operating Expenses which exceed five percent (5%) of the actual Operating
Expenses for the immediately preceding year. Operating Expenses of the Base
Expense Year shall be the lesser of (i) the actual amount of Operating Expenses
incurred in calendar year 2000 and (ii) $815,000. The payment of Tenant’s Pro
Rata Share of any increase in Operating•• Expenses pursuant to the provisions
of this Article shall be made as follows: At the end of each calendar quarter
commencing with the first calendar quarter in 2001, Tenant shall pay Landlord,
as additional rent, an amount equal to one-fourth of Tenant’s Pro-Rata Share of
the Estimated Expense Increase. In the event that a comparative statement
evidences that the Actual Expense Increase with respect to each quarter was
greater than the Estimated Expense Increase for such calendar quarter, then
Tenant shall pay Landlord the amount of such excess as Additional Rent with the
next quarterly installment of additional rent pursuant to this Paragraph. In
the event that a comparative statement shall show that the Actual Expense
Increase amount for a calendar quarter was less than the Estimated Expense.
Increase amount for such quarter, then Tenant shall receive a credit for such
amount from Landlord to the extent that Tenant has paid the Estimated Expense
Increase amount pursuant to this Paragraph.


 


“Actual
Expense Increase” The amount by which Operating Expenses in any particular
calendar year exceed Operating Expenses incurred in the Base Expense Year but
shall, in no event, exceed five percent (5%) of Operating Expenses actually
incurred in the prior calendar year.


 


“Estimated
Expense Increase” Landlord’s estimate of the amount by which Operating Expenses
for any particular calendar year will exceed Operating Expenses for the Base
Expense Year but shall, in no event, exceed five percent (5%) of the Operating
Expenses actually incurred in the prior calendar year.


 


(b)                                 Landlord’s
and Tenant’s responsibilities with respect to the Operating Expense adjustment
described herein shall survive the expiration or early termination of this
Lease. If Tenant shall dispute the amount of an adjustment by Landlord or any
proposed estimated increase or decrease in the Estimated Operating Expenses, or
comparative statement, Tenant shall give Landlord written notice of such
dispute within thirty (30) days after Landlord advises of such comparative
statement, adjustment or proposed increase or decrease. If Tenant does not give
Landlord such notice within such time, Tenant shall have waived its right to dispute
the amounts so determined. If Tenant timely objects, Tenant shall have the
right, at its own expense (except as set forth below), to engage its own
accountants for the purpose of verifying the accuracy of the statement
complained of or the reasonableness of the estimated increase or decrease. If
Tenant determines that an error has been made, Landlord and Tenant shall
endeavor to agree upon the matter, failing which the parties shall subject such
matter to an independent certified public accountant selected by landlord and
reasonably acceptable to Tenant, for a determination which shall be final,
conclusive and binding upon Landlord and Tenant. Notwithstanding the tendency
of any dispute over any particular statement, Tenant shall continue to pay
Landlord the amount of the quarterly installments of Tenant’s Pro Rata Share of
Operating Expenses determined by Landlord until the adjustment has been
determined to be


 


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incorrect. If it shall be determined that any
portion of the Operating Expenses were not properly chargeable to Tenant, then
Landlord shall promptly credit or refund the appropriate sum to Tenant and if
such improperly chargeable amounts exceed five percent (5%) of total Operating
Expenses, Landlord shall be responsible for the reasonable costs of such
verification and determination.


 


ARTICLE VIII


 


LANDLORD SERVICES;
MAINTENANCE


 


8.1                                 Services
Provided By Landlord. 
Subject to the provisions of Section 8.3 below, Landlord, without
charge, except as provided herein, and in accordance with standards from time
to time prevailing for the Building, agrees to:


 


 


(a)                                  furnish
hot and cold running water at those points of supply for general use of tenants
of the Building;


 


(b)                                 furnish
to public areas of the Building heated or cooled air (as applicable), lighting,
electrical current (120 Volt 20 amp), janitorial services, and maintenance to
the extent Landlord reasonably deems necessary;


 


(c)                                  furnish,
during Normal Business Hours, such heated or cooled air to the Premises as may,
in the good faith judgment of Landlord, •he reasonably required for the
comfortable use and occupancy of the Premises, provided that the
recommendations of Landlord’s engineer regarding occupancy and use of the
Premises arc complied with by Tenant and, with respect to cooled air, provided
the same is used only for standard office use;


 


(d)                                 list
on all existing common directories in the Common Areas Tenant’s manic and suite
number;


 


(e)                                  •furnish
janitorial service, as contracted for by Landlord, five (5) days per week,
exclusive of normal holidays; provided, however, if Tenant’s flooring, other
improvements or furniture upholstery require special treatment, Tenant shall
pay to Landlord the additional cleaning cost attributable thereto upon
presentation of a statement therefor by Landlord;


 


(f)                                    furnish
standard building grade fluorescent bulb replacement in the Premises necessary
to maintain the lighting provided as a part of standard building improvements;
provided, however, Tenant shall be responsible for lighting bulb/tube
replacement in special, non-standard fixtures and/or equipment;


 


(g)                                 furnish
elevator service 7:30 am, to 8:00 p.m. Monday through Sunday; and


 


(h)                               keep
the Common Areas and exterior of the Building in a neat and orderly condition.


 


8.2                                 Interruption
of Service.  Tenant agrees
that Landlord shall not he liable for failure to supply any such heating, air
conditioning, electrical, exterior window washing, lighting or other services,
or to supply such services during any period Landlord is required to reduce or
curtail such services pursuant to any applicable Legal Requirement, including
regulations of any utility now or hereafter in force or effect. It is
understood that Landlord may discontinue, reduce, or curtail such services, or
any of them (either temporarily or permanently), at such times as it may be
necessary by reason of accident, repairs, alterations, improvements, strikes,
lockouts, riots, acts of God, application of applicable Legal Requirements or
due to any other happening beyond the reasonable control of Landlord. In the
event of any interruption, reduction, or


 


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discontinuance of Landlord’s services (either
temporary or permanent), Landlord shall not he liable for damages to person or
property as a result thereof nor shall the occurrence of any such event in any
way be construed as an eviction of Tenant; or cause or permit an abatement,
reduction or setoff of rent, or operate to release Tenant from any of Tenant’s
obligations hereunder.


 


8.3                                 Notification
of Accidents or Defects. 
Tenant agrees to notify promptly the Landlord or its representative of
any accidents or defects in the Building of which Tenant becomes aware
including defects in pipes, electric wiring, and BVAC equipment. In addition,
Tenant shall provide Landlord with prompt notification of any matter or
condition of which it is aware which may cause injury or damage to the
Building, Common Areas or any person or property therein.


 


8.4                                 Maintenance
and Improvements.  Unless
otherwise expressly provided herein, Landlord shall not be required to make any
improvements or repairs of any kind or character to the Premises during the
Term, except:


 


(a)                                  such
repairs to HVAC, mechanical, life, safety and electrical systems in the
Premises (to the extent such systems are building standard) as may be deemed
necessary by’ Landlord for normal maintenance operations of the Building; and


 


(b)                               upkeep,
maintenance, and repairs to all Common Areas so long as the need for any such
repair is not the result of Tenant’s negligence.


 


8.5                                 Landlord’s
Re-entry; Alterations. 
Tenant covenants and agrees to permit Landlord upon twenty-four (24)
hours’ notice, and at any time in the event of an emergency, to enter the
Premises to examine and inspect the same or. if Landlord so elects, to perform
any obligations of Tenant hereunder, at the expense of Tenant, which Tenant
shall fail to perform or to perform such cleaning, maintenance, janitorial
services, repairs, additions, or alterations as Landlord may deem necessary or
proper for the safety, improvement, or preservation of the Premises or of other
portions of the Building or as may be required by any governmental authorities
through any Legal Requirement. Any such re-entry shall not constitute an
eviction or entitle Tenant to abatement of Rent. Furthermore, Landlord shall at
all times have the right at Landlord’s election to make such alterations or
changes in other portions of the Building as Landlord may from time to time
deem necessary.


 


ARTICLE IX


 


SECURITY DEPOSIT


 


9.1                                 Payment and
Application of Security Deposit. 
Concurrently with the execution of this Lease, Tenant agrees to deposit
with Landlord and keep on deposit at all times during the Term, the Security
Deposit described in Section 1.2 as security for the faithful
performance of all the terms, conditions, and covenants of Tenant under this
Lease. At the end of the Term, and provided all such covenants and agreements
of this Lease have been fully performed, Landlord shall refund to Tenant or to
whomever is then the holder of Tenant’s interest in this Lease, any unused
portion of the Security Deposit, without interest. Landlord shall have the
right to commingle the Security Deposit with other funds of Landlord. If
Landlord applies any portion of the Security Deposit toward any covenant or
agreement which is not performed by Tenant, Landlord shall promptly notify
Tenant of such use of the Security Deposit and provide Tenant with adequate
receipts or other evidence of the use of the Security Deposit. If Landlord s
interest in the Building or Premises is sold or transferred after the date of
this Lease, Landlord agrees to deliver the Security Deposit to the purchaser or
transferee, and thereupon, Landlord shall be discharged from further liability
with respect to the Security Deposit provided that such 


 


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purchaser or transferee agrees, in writing,
to be bound by the terms of this Lease. Tenant agrees that if a mortgagee
succeeds to Landlord’s interest in the Premises by reason of foreclosure, or
deed in lieu of foreclosure, Tenant shall have no claim against said mortgagee
for the Security Deposit, or any portion thereof unless such mortgagee has
actually received (and acknowledged receipt of) the same from Landlord. Tenant
shall remain liable for any claims of Landlord which exceed the amount of the
Security Deposit used.


 


ARTICLE X


 


TENANT’S ALTERATIONS,
FIXTURES AND EQUIPMENT


 


10.1                           Permissible
Alterations.  Subject to
obtaining Landlord’s prior written consent, which consent may be withheld in
Landlord’s sole discretion, and Tenant’s compliance with the restrictions and
conditions set forth in this Article X, Tenant may, at its cost, make non-structural
alterations to the interior of the Premises:


 


10.1.1      Restrictions.  Tenant shall make no structural alterations
to the Premises (including the exterior thereof). Any other alterations
approved by Landlord in accordance with Section 10.1 above which are made by
Tenant shall not (i) result in an undue burden or excessive use being placed on
the electrical, gas, plumbing, sanitary sewer, heating, ventilating or air
conditioning systems servicing the Building, or require changes, replacements
or additions to such systems; or (ii) result in higher insurance premiums for
the remainder of the Building.


 


10.1.2      Plans. Tenant shall submit to
Landlord for approval reasonably detailed final plans and specifications of the
proposed alterations and the name of its contractor at least ten (10) days before
the date it intends to commence the alterations.


 


10.1.3      Notice. The alterations shall not
be commenced until three (3) days after Landlord has received notice from
Tenant stating the date the installation of the alterations is to commence so
that Landlord can send, post and/or record appropriate notices of
non-responsibility.


 


10.1.4      Permits. The alterations shall be
approved by all appropriate government agencies, and all applicable licenses,
permits and authorizations shall be obtained before commencement of the
alterations.


 


10.1.5      Compliance.  All alterations shall be completed with due
diligence in compliance with the plans and specifications and working drawings
and all applicable laws and in a good and workmanlike manner, using new
materials and equipment at least equal in quality to the original installations
in the Premises.


 


10.1.6.     Insurance.  Before commencing the alterations and at all times during the
construction, Tenant’s contractor shall maintain builder’s risk insurance in an
amount reasonably satisfactory to Landlord and provide Landlord with evidence
thereof


 


10.1.7.     Current Alterations.  Landlord acknowledges its previous approval
of the alterations currently being undertaken by Tenant.


 


10.2                           Fixtures and
Equipment.  Tenant, or its subtenants,
may install in or upon the Premises such fixtures, trade fixtures, furniture
and equipment as Tenant or such subtenants deem desirable provided such
fixtures, trade fixtures, furniture and equipment do not place an unreasonable
burden on, or exceed the capacity of, the systems specified in clause (i) of Section
10.1.1 or require changes, replacements or additions to such systems, or
exceed the safe load


 


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hearing capacity of the floors of the Building.


 


10.3                           Ownership;
Removal; Restoration.  All
alterations and fixtures installed pursuant to Sections 10.1and 10.2
above shall remain the property of Tenant until the expiration or termination
of the Term, or any earlier termination of Tenant’s right to possession as
provided in Article XV below, at which time all such alterations and
fixtures (excluding trade fixtures) will at all times remain the property of
Tenant. Tenant shall remove any trade fixtures, furniture, moveable equipment
and other personal property upon the expiration or termination of the Term or
any earlier termination of Tenant’s right to possession. Notwithstanding any of
the foregoing, Tenant shall not remove any property if such removal would cause
structural or irreparable damage to the Premises. After removing any property
from the Premises which Tenant is permitted to remove. Tenant shall promptly,
at its expense, repair or restore any damage to the Premises caused by the
removal.


 


10.4                           No Liens,
Indemnity.  Tenant shall keep
the Premises and Tenant’s interest therein free from any liens arising out of
any work performed on the Premises, materials furnished thereto or obligations
incurred by Tenant and shall cause the same to be released or bonded off within
ten (10) days of the filing of the same. Tenant shall indemnify, defend and
hold Landlord harmless against liability, loss, damage, cost, and all other
expenses (including without limitation, reasonable attorney’s fees) arising out
of claims of liens for obligations incurred by, or work performed or materials
or supplied furnished to or for the benefit of, Tenant or persons claiming
under Tenant or with regard to Tenant’s failure to comply with Sections
10.1.4 and 10.1.5 above.


 


ARTICLE XI


 


ASSIGNMENT AND
SUBLETTING


 


11.1                           Assignment
or Subletting.  Tenant will
not assign or encumber this Lease, or any interest herein, nor sublease the
Premises or any portion thereof, without Landlord’s prior written consent,
which consent will not be reasonably withheld. If permitted by Landlord, no
such assignment, sublease or encumbrance will release Tenant from its
obligations hereunder or thereunder.


 


ARTICLE XII


 


CONDEMNATION


 


12.1                           Condemnation.
 If the entire Premises, or
substantially all of the Premises or any portion of the Building which shall
render the Premises untenantable, shall be taken by right of eminent domain or
shall be conveyed in lieu of any such taking, then either Landlord or tenant
may, at its option, terminate this Lease by giving the other party written
notice of such election within thirty (30) days after such taking or
conveyance. In such event, this Lease shall cease and terminate and the Rent
shall be duly apportioned as of the date of such taking or conveyance. Tenant
thereupon shall surrender the Premises and all interest therein under this
Lease to Landlord, and Landlord may reenter and take possession of the Premises
or remove Tenant therefrom. In the event less than all of the Premises shall be
taken by eminent domain or conveyance in lieu thereof Landlord shall promptly
repair the Premises as neatly as possible to its condition immediately prior to
such taking, unless Landlord elects not to reconstruct or rebuild as described
in Section 14.3 below. In the event of any such taking or conveyance,
Landlord shall receive the entire award or consideration for the portion of the
Building so taken. Notwithstanding the foregoing, Landlord’s use of
condemnation proceeds may be subject to the


 


10

















 


control of its first mortgage lender and, if
those proceeds are not made available for restoration of the Premises, or if
they are not sufficient to restore the Premises, Landlord shall not be
obligated to restore the Premises. This Lease shall continue in any such event
unless the inability to effect such a restoration renders the Premises
untenantable.


 


ARTICLE XIII


 


INDEMNITY OF LANDLORD


 


LIABILITY AND
CASUALTY INSURANCE


 


13.1                           Indemnity.  Tenant hereby agrees to indemnify, defend,
and save Landlord harmless of and from all liability, loss, damages, costs, or
expenses, including attorneys’ fees, on account of injuries to the person or
property of Landlord of or any other tenant in the Building or to any other
person rightfully in said Building for any purpose whatsoever, where the injuries
are caused by the negligence, misconduct or breach of this Lease by the Tenant,
Tenant’s agents, servants, or employees or of any other person entering upon
the Premises under express or implied invitation of Tenant or where such
injuries are the result of the violation of the provisions of this Lease by any
of such persons. This indemnity shall survive termination or earlier expiration
of this Lease.


 


13.2                           Tenant’s
Liability and Casualty Insurance. 
In addition to providing the indemnity referenced above, Tenant shall
obtain and maintain throughout the Tern a commercial general liability policy,
including protection against death, personal injury and property damage and
issued by an insurance company qualified to do business in the State of
Oklahoma, with a single limit of not less than One Million Dollars
($1,000,000.00). Any such policy shall name Landlord as an additional insured.
Each such policy shall provide that the same may not be canceled or modified
without at least twenty (20) days’ prior written notice to Landlord. Tenant
shall also provide adequate casualty insurance coverage on all of its personal
property, including trade fixtures, located in the Premises. Tenant shall at
Landlord’s request deliver certificates evidencing that such insurance is in
force and effect. The limits of said insurance shall not, under any
circumstances, limit the liability of Tenant hereunder with regard to Section
1.3.1 above.


 


13.3                           Damage to
Tenant’s Property.  Tenant
shall neither hold nor attempt to hold Landlord liable for any injury or
damage, either proximate or remote, occurring through or caused by fire, water,
steam, or any repairs, alterations, injury, accident, or any other cause to the
Premises, to any furniture, fixtures, Tenant alterations, or other personal
property of Tenant kept or stored in the Premises, or in other parts of the
Building not herein demised, whether by reason of the negligence or default of
the owners or occupants thereof or any other person or otherwise and the
keeping or storing of all property of Tenant in the Building and/or Premises
shall be at the sole risk of Tenant. Tenant shall maintain throughout the term
of this Lease all risk” or ‘‘multi-peril’’ insurance on all of Tenant’s
property and betterments in the Premises, including, without limitation all
furniture, fixtures, personal property and all Tenant improvements not paid for
by Landlord pursuant to any work letter attached hereto.


 


ARTICLE XIV


 


CASUALTY; RESTORATION
OF PREMISES


 


14.1                           Damage to
Premises.  If the Premises or
the Building shall be so damaged by fire or other casualty as to render the
Premises wholly untenantable and if such damage shall be so great that a
competent architect, in good standing, selected by Landlord shall certify in
writing to


 


11

















 


Landlord and Tenant within sixty (60) days of
said A casualty that the Premises, with the exercise of reasonable diligence,
cannot be made fit for occupancy within one hundred twenty (120) working days
from the happening thereof then Landlord may, at its option, terminate this
Lease. If Landlord so elects to terminate this Lease. Tenant shall thereupon
surrender to Landlord the Premises and all interest therein hereunder, and
Landlord may reenter and take possession of the Premises and remove Tenant
therefrom. Tenant shall pay Rent, duly apportioned, up to the time of such
termination of this Lease. If Landlord does not so elect to terminate this
Lease then, Landlord shall repair the damage so done (to the extent of the
Tenant Allowance provided by Landlord to Tenant) with all reasonable speed and
this Lease shall continue in effect. Landlord shall not have any obligation to
rebuild in the event of major damage to the Premises during the last twelve
(12) months of the Term.


 


14.2                           Minor Damage.  If the Premises shall be slightly damaged by
fire or other casualty, but not so as to render the same wholly untenantahle or
to require a repair period in excess of one hundred twenty (120) days. then,
Landlord, after receiving notice in writing of the occurrence of the casualty,
except as hereafter provided, shall cause the same to be repaired with
reasonable promptness and this Lease shall continue in effect.


 


14.3                           Damage to
Building.  In case the
Building shall be so injured or damaged, whether by fire or otherwise (though
the Premises may not be affected, or if affected, can be repaired within said
one hundred twenty (120) days, but not so as to require a repair period in
excess of one hundred twenty (120) days, then Landlord, after receiving notice
in writing of the occurrence of the casualty, except as provided in Section
14.4, shall cause the same to be repaired with reasonable promptness and
this Lease shall continue in effect.


 


14.4.                        Insurance
Proceeds Not Sufficient or Available.  Landlord shall never have an obligation to rebuild if its
insurance proceeds are insufficient to permit restoration or if they are not
made available by Landlord’s lender. Landlord shall be entitled to terminate this
Lease in either event, by giving Tenant written notice of its election to do so
within sixty (60) days after determining the non-availability or insufficiency
of such proceeds. In such event, Tenant shall pay the Rent, properly
apportioned up to the date of termination, and neither party shall have any
further rights or obligations under this Lease, except for any obligations
which specifically survive any such termination.


 


14.5                           Waiver of
Subrogation.  Landlord arid
Tenant hereby waive any and all rights of recovery against the other, their
officers, agents, and employees occurring out of the use and occupancy of the
Premises for loss or damage to their respective real and/or personal property
arising as a result of a casualty or condemnation contemplated by this Lease.
Each of the parties shall, upon obtaining the policies of insurance required by
this Lease, notify the insurance carrier that the foregoing waiver is contained
in this Lease and shall require such carrier to include an appropriate waiver
of subrogation provision in the policies.


 


14.6                           Abatement of
Rent,  Provided that the
casualty is not the fault of Tenant, Tenant’s agents, servants, or employees,
the Rent shall be equitably abated taking into consideration all relevant
factors, including, without limitation, whether or not the Premises can be
partially used during the period of repair and restoration, and the relative
square footages of the usable and non-usable areas.


 


ARTICLE XV


 


TENANT’S DEFAULT;
LANDLORD’S REMEDIES


 


15.1                           Events of
Default.  The occurrence of
any of the following will constitute an


 


12

















 


event of default by Tenant under this Lease:
(i) failure to pay any Rent when due; (ii) failure to comply with any other
provision of this Lease within any time period specified in this Lease, or, if
no time period is specified, within twenty (20) days after written notice from
Landlord; (iii) the filing by or against Tenant of Tenant’s obligations under
this Lease of any proceedings under the federal bankruptcy code or any similar
law and the failure to secure a discharge of the same within thirty (30) days;
(iv) the adjudication of Tenant as bankrupt or insolvent in proceedings filed
under the federal bankruptcy code or any similar law; ~ the insolvency of
Tenant or the making of a transfer in fraud of creditors or an assignment for
the benefit of creditors; (vi) the appointment of a receiver or trustee for
Tenant or any of the assets of Tenant; or (vii) Tenant’s abandonment of the
Premises or failure to do business in any substantial portion thereof
(including failure to take occupancy at the commencement of the Term).


 


15.2                           No Waiver.  No action by Landlord during the Term will
be deemed an acceptance of an attempted surrender of the Premises. No reentry
of taking possession of the Premises by Landlord will be construed as in
election by Landlord to terminate this Lease, unless a written notice of
termination is given to Tenant. Landlord may accept late or partial payments of
Rent without prejudice to its right to require prompt payment in the future or
to enforce its remedies hereunder for failure to make payment in full. Any
forbearance by Landlord in exercising any right or remedy hereunder or
otherwise provided by law shall not be a waiver of or preclude the exercise of any
such right or remedy unless expressly waived, Any express waiver of any default
by Tenant hereunder shall not constitute a waiver of any other or future
default.


 


15.3                           Remedies.  On the occurrence of any event of default,
Landlord will have the following remedies, in addition to any other rights or
remedies provided by this Lease or by applicable law, all of which may be
exercised without any further notice or demand on Tenant.


 


15.3.1      Past Due Rent.  Landlord may collect from Tenant all past
due Rent, including interest thereon and late charges as referenced in Article
IV above, and all other damages caused by Tenant’s default, together with
interest at the rate of eighteen percent (18%) per year, until paid.


 


15.3.2      Termination.  Landlord may terminate this Lease, in which
event Tenant will immediately surrender the Premises to Landlord, hut if Tenant
fails to do so, Landlord may, without notice and without prejudice to any other
remedy Landlord might have, enter and take possession of the Premises and remove
Tenant, anyone claiming under Tenant and any property therefrom without being
subject to any claim for damages therefor. Tenant shall pay Landlord all costs
incurred by Landlord in any such action, including the costs of taking
possession of and repairing any damage to the Premises, and all other damages
caused by Tenant’s default.


 


15.3.3      Reletting.  If Landlord does not terminate this Lease,
then Landlord may, at its option, reenter the Premises and remove any persons
or property therein, and may relet the Premises for the benefit of Tenant, in
which event Tenant shall pay Landlord all costs incurred by Landlord in taking
such action including, without limitation, the costs of taking possession of
and repairing the Premises, the cost of preparing the same for reletting,
attorneys fees, brokerage commissions, and all other damages caused by Tenant’s
default. Tenant shall remain obligated to Landlord for the difference between
any rent received by Landlord as a result of such reletting and the Rent for which
Tenant is obligated hereunder. Landlord shall have no duty to relet the
Premises and the failure of Landlord to relet the Premises will not release or
affect Tenant’s liability for Rent or for damages. In the event any such
reletting results in payment of rent thereunder to Landlord in excess of the
Rent for which Tenant is obligated hereunder, Landlord shall retain such
excess.


 


15.3.4      Election Not to Relet.  If Landlord elects not to terminate this
Lease, and does not reenter and relet the Premises for the benefit of Tenant,
Tenant shall remain obligated to Landlord for all Rent for which it is
obligated hereunder for the remainder of the Term, together


 


13

















 


with all damages cause by Tenant’s default.


 


15.3.5                  Option to
Perform.  Landlord may perform or
cause to be performed the unperformed obligations of Tenant under this Lease
and may enter the Premises to accomplish such purpose without being subject to
any claim for damages therefor. Tenant agrees to reimburse Landlord on demand
for any expense which Landlord might incur in effecting compliance with this
Lease on behalf of Tenant, together with interest at the rate specified in Section
15.3.1above until paid, and Tenant further agrees that Landlord will not
be liable for any damages resulting to Tenant from such action, whether caused
by negligence of Landlord or otherwise.


 


ARTICLE XVI


 


DEFAULT BY LANDLORD


 


16.1                           Default by
Landlord.  In the event of
any alleged default on the part of Landlord hereunder, Tenant shall give
written notice to Landlord and Landlord’s first mortgage lender in the manner
provided herein and shall afford Landlord and such lender a reasonable
opportunity, but at least thirty (30) days, to cure any such default. If said
default is not cured within a reasonable time, Tenant shall be entitled to
pursue a suit for damages or injunctive relief (but not other form of relief);
provided, however, in no event shall (i) the Lease be terminated by Tenant or
(ii) Landlord be responsible for any consequential damages incurred by Tenant
as a result of any default, including, without limitation, lost profits or
interruption of business as a result of any alleged default by Landlord
hereunder. Landlord’s obligations under this Lease shall cease to accrue upon
any transfer by it of the Premises amid Tenant shall look solely to its new
Landlord for performance of all obligations accruing hereunder after the
transfer. Landlord’s liability hereunder shall be limited to its interest in
the Building. No mortgage lender shall be required to cure any such default,


 


ARTICLE XVII


 


SUBORDINATION; ESTOPPEL


 


17.1                           Subordination.  This Lease and all rights of Tenant
hereunder shall be subject and subordinate to any encumbrance perfected against
the Premises of Landlord’s interest in this Lease after the date of this Lease.
Tenant agrees to attorn to any purchaser at any foreclosure or other sale
enforcing such encumbrance, If any holder of a mortgage or deed of trust shall
elect to have this Lease superior to the lien of the holder’s mortgage or deed
of trust and shall give written notice thereof to Tenant, this •Lease shall be
deemed prior to such mortgage or deed of trust, whether this Lease is dated
prior or subsequent to the date of said mortgage or deed of trust or the date
of recording thereof.


 


17.2                           Estoppel.  Tenant agrees, within ten (10) days after
request by Landlord, to execute in favor of any prospective purchaser or
encumbrances of the Premises or an interest in this Lease an estoppel agreement
(a) confirming the subordination of this Lease to any such encumbrance, and (b)
stating (i) whether this Lease is in full force and effect arid listing any
modifications, assignments or subleases, (ii) whether Tenant has accepted
possession of the Premises, (iii) the commencement date and expiration date of
the Term, (iv) the amount of the monthly installments of Base Rent then
payable. (v) an itemization of any Additional Rent paid during the preceding
twelve (12) months, (vi) whether Tenant claims air offset against Rent due or
to become due hereunder (provided nothing herein shall be construed to create
such a right of offset), (vii) whether Rent has been paid more than one (I)
month in advance of its due date (and containing an agreement by Tenant not to
pay Rent more than one month in advance of its due


 


14

















 


date), (viii) the address for notices to be
sent to Tenant, (ix) that Tenant will look only to Landlord for obligations
accruing prior to the time any such purchaser, encumbrances, or purchaser at
foreclosure acquires title. to the Premises, (x) whether Landlord is then in
default (specifying the exact nature of any claimed default), (xi) that Tenant
will not surrender the Premises prior to the expiration of the Term or consent
to a written modification or termination of this Lease with Landlord without
the approval of any first mortgage lender, and (xii) such other matters as may
be reasonably’ requested by Landlord.


 


ARTICLE XVIII


 


MISCELLANEOUS


 


18.1                           Time.
 Time is of the essence of each
provision of this Lease.


 


18.1.1.               This Lease
supersedes any existing tenancy of Tenant in the Building whether on a month to
month basis or otherwise. Landlord acknowledges that there is no breach or
default by Landlord or Tenant under any such preexisting tenancy nor is
Landlord aware of any fact or circumstance which as of the date of execution of
this Lease constitutes a breach of this Lease (assuming this Lease to be
currently in effect) or with notice or time or both, would constitute such a
default under this Lease. Without limiting the ongoing, all rent due to
Landlord prior to the late hereof has been paid in full. Furthermore, to the
best of Landlord’s knowledge, no breach or default exists under any ground
lease, mortgage, deed of trust, security agreement or other instrument or
agreement affecting the Premises, and no event has occurred or condition exists
that with notice or time or both would constitute such a breach or
default.  To the best of Landlord’s
knowledge, there is no condemnation or other similar proceeding pending or
threatened relating to or affecting the Premises.


 


18.2                           Successors.  This Lease shall be binding on amid inure to
the benefit of the parties and their respective successors and permitted assigns.


 


18.3                           Brokerage.  Except as may be specifically set forth in
writing prior to the execution hereof each party represents that it has not
dealt with any real estate broker, finder or other person, with respect to this
Lease in any manner. Each party shall hold harmless the other party from all
damages resulting from any claims that may be asserted against the other party
by any other broker, finder, or other person, with whom the other party has or.
purportedly has dealt.


 


18.4                           Recording.  Landlord and Tenant agree that neither this
Lease nor any memorandum hereof will be recorded.


 


18.5                           Joint and
Several Obligations.  ‘Party”
shall mean Landlord or Tenant; and if more than one person or entity is
Landlord or Tenant, the obligations imposed on that party shall be joint and
several.


 


18.6                           Notices.  Except as otherwise provided herein, any
notices or other communications required or permitted hereunder shall be
sufficient if made in writing and (i) delivered personally, or (ii) sent by
certified mail, return receipt requested, and addressed to the appropriate
party at its address stated below or to such other address as such party may
substitute by written notice to the other. All notices shall be deemed received
upon receipted personal delivery or, if mail, upon the earlier of (i) actual
receipt, or (ii) three (3) business days after being mailed.


 


18.7                           Entire
Agreement.  Tenant agrees
that there are no representations, understandings, stipulations, or other
agreements relating to the Premises which are not


 


15

















 


incorporated herein. This Lease may not be
altered, waived, or amended, except by a written agreement signed by Landlord
and Tenant.


 


18.8                           Governing
Law, Severability. The interpretation and enforcement of this Lease
will be governed by Oklahoma law. If any clause or provision of this Lease is
illegal, invalid or unenforceable under any present or future law, the
remainder of this Lease will not be affected thereby.


 


18.9                           Captions.  The captions used in this Lease are for
reference purposes only and shall not in any way affect the meaning or
interpretation of this Lease.


 


18.10                     Force
Majeure. Whenever a period of time is provided for herein for the
performance of any obligation and the performance of such obligation is made
impossible by strikes, riots, acts of God or other causes reasonably outside of
the control of the party bound by the obligation, a reasonable extension of
time will be provided for said performance to compensate for the temporary impossibility
of performing during such event,


 


18.11                     Attorney’s
Fees.  The prevailing party
shall be entitled to reasonable attorney fees and costs of litigation in
connection with the enforcement of this Lease or in connection with any dispute
hereunder.


 


18.12                     Tenant
Execution.  The person
executing this Lease in a representative capacity on behalf of the Tenant
warrants that he/she is authorized to hind the Tenant by virtue of that
execution.


 


	
   

  	
  “Landlord”:

  	
  HEBRON COMMUNICATIONS CORPORATION

  
	
   

  	
   

  	
  5900 N. Mosteller Dr. #1750, OKC 
  73112

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ John E.
  Telling

  	
   

  	 

	
   

  	
   

  	
   

  	
  John E.
  Telling, President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  “Tenant”:

  	
  AMERIVISION COMMUNICATIONS, INC.

  
	
   

  	
   

  	
  C/O WILEY, REIN & FIELDING

  
	
   

  	
   

  	
  776 K Street, N.W., Washington, D.C. 20006

  
	
   

  	
   

  	
  Attn: Dag Wilkinson, Esq.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Stephen
  D. Halliday

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Stephen D.
  Halliday

  	
   

  	 

	
   

  	
   

  	
   

  	
  Title

  	
  President

  	
   

  
												



 


Exhibits


 


A -                     Premises
and Base Rent


B
-                       Operating
Expense Definition


C
-                       Commencement
Certificate


D
-                      Work Letter (may not
apply)


E
-                        Rules
and Regulations


 


16

















 


STATE OF
OKLAHOMA


SS.


COUNTY OF
                   


 


This
instrument was acknowledged before me this
         day of
                     ,
            by
                                
as Manager of FOUNDERS TOWER.


 


 


[SEAL]


 


	
  Mv
  Commission Expires:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Notary
  Public

  
	
   

  	
   

  	
   

  
					



 


 


STATE OF
OKLAHOMA


SS.


COUNTY OF
                   


 


This
instrument was acknowledged before me this
           day of
                      ,
            by
                            
as President of AmeriVision Communication, Inc.


 


 


[SEAL]


 


	
  Mv
  Commission Expires:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Notary
  Public

  
	
   

  	
   

  	
   

  
					



 


17

















 


Exhibit
B


 


Operating
Expenses


 


“Operating Expenses”
shall mean all operating expenses of any kind or nature which are necessary,
ordinary, or customarily incurred in connection with the operation and
maintenance of the Building. Operating Expenses shall include, but not be
limited to:


 


(a)                   All
real property taxes and assessments levied against the Building by any
governmental or quasi-governmental authority. The foregoing shall include any
taxes, assessments, surcharges, or service or other fees of a nature not
presently in effect which shall hereafter be levied on the Building as a result
of the use, ownership or operation of the Building or for any other reason,
whether in lieu of or in addition to, any current real estate taxes and
assessments; provided, however, any taxes which shall be levied on the rentals
of the Building shall be determined as if the Building were Landlord’s only
property and, provided, further, that in no event shall the term “taxes or
assessments,” as used herein, include any net federal or state income taxes
levied or assessed on Landlord, unless such taxes are a specific substitute for
real property taxes. Such term shall, however, include gross taxes on rentals.
Expenses incurred by Landlord for tax consultants and in contesting the amount
or validity of any such taxes or assessments shall be included in such
computations (all of the foregoing are collectively referred to herein as the
“Taxes”). “Assessment” shall include so-called special assessments, license
tax, business license fee, business license tax, commercial rental tax, levy,
charge penalty or tax, imposed by any authority having the direct power to tax,
including any city, county, state or federal government, or any school,
agricultural, lighting, water, drainage or other improvement or special
district thereof against the Premises, the Building or any legal or equitable
interest of Landlord therein. For the purposes of this Lease, any special
assessments shall be deemed payable in such number of installments as is
permitted by law, whether or not actually so paid, and shall include any-
applicable interest on such installments.


 


(b)                  Cost
of supplies, including, but not limited to, the cost of relamping and replacing
ballasts in all Building standard tenant lighting as the same may be required
from time to time (provided, however, that Landlord reserves the right to
directly bill Tenant for replacement of lighting in the Premises);


 


(c)                   Costs
incurred in connection with obtaining and providing energy for the Building,
including, hut not limited to, costs of propane, butane, natural gas, steam,
electricity, solar energy and fuel oils, coal or any other energy sources;


 


(d)                  Costs
of water and sanitary and storm drainage services;


 


(e)                   Costs
of janitorial and security services;


 


(f)                     Costs
of general maintenance and repairs, including costs under HVAC and other
mechanical maintenance contracts; and repairs and replacements of equipment
used in connection with such maintenance and repair work.


 


(g)                  Costs
of maintenance and replacement of landscaping.


 


(h)                  Insurance
premiums, including fire and all-risk or multiperil coverage, together with
loss of rent endorsement, if applicable; the part of any claim required to he
paid under the deductible portion of any insurance policy carried by Landlord
in connection with the Building (where Landlord is unable to obtain insurance
without such deductible from a major insurance carrier at reasonable rates);
public liability insurance; and any other insurance carried by Landlord on the
Building or any component parts thereof (all such insurance shall be in such
amounts as may be required by any mortgagee or as Landlord may reasonably
determine);


 


18

















 


(i)                      Labor
costs, including wages and other payments, costs to Landlord of workmen’s
compensation and disability insurance, payroll taxes, welfare fringe benefits,
and all legal fees and other costs or expenses incurred in resolving any labor
dispute;


 


(j)                      Professional
building management fees, costs and expenses, including costs of office space
and storage space required by management for performance of its services as
contemplated herein;


 


(k)                   Legal,
accounting, inspection, and other consultation fees (including, without
limitation, fees charged by consultants retained by Landlord for services that
are designed to produce a reduction in Operating Expenses or to reasonably
improve the operation, maintenance or state of repair of the Building) incurred
in the ordinary course of operating the Building except to the extent
specifically excluded below;


 


(I)                     The
costs of capital improvements and structural repairs and replacements made in
or to the Building in order to conform to changes in Legal Requirements
subsequent to the Commencement Date.


 


The following
expenses shall be excluded from Operating Costs:


 


	
  (i)

  	
   

  	
  The cost of capital
  investment items and replacement of capital investment items (except as
  provided above in (a) (I) above);

  
	
   

  	
   

  	
   

  
	
  (ii)

  	
   

  	
  Specific
  costs for special items or services hilled to and paid by specific tenants of
  the Building;

  
	
   

  	
   

  	
   

  
	
  (iii)

  	
   

  	
  Leasing
  commissions;

  
	
   

  	
   

  	
   

  
	
  (iv)

  	
   

  	
  Repairs or
  other work occasioned by (I) fire, windstorm or other casualty covered by the
  insurance Landlord is required to carry hereunder or (2) by the exercise of
  eminent domain;

  
	
   

  	
   

  	
   

  
	
  (v)

  	
   

  	
  Attorneys’
  fees, costs, disbursements and other expenses incurred in connection with
  disputes with tenants, other occupants or prospective tenants or other
  occupants’

  
	
   

  	
   

  	
   

  
	
  (vi)

  	
   

  	
  Expenses
  incurred in building out, renovating or otherwise improving, decorating or
  painting any tenant’s premises

  
	
   

  	
   

  	
   

  
	
  (vii)

  	
   

  	
  The cost of
  electricity and other utility services sold or provided to tenants in the
  Building for which Landlord is entitled to reimbursement as a separate
  additional charge or rental over and above the basic rent or escalation rent
  payable under any such tenant’s lease;

  
	
   

  	
   

  	
   

  
	
  (viii)

  	
   

  	
  Advertising
  and promotional expenditures;

  
	
   

  	
   

  	
   

  
	
  (ix)

  	
   

  	
  Costs for
  sculptures, paintings or other art work;

  
	
   

  	
   

  	
   

  
	
  (x)

  	
   

  	
  Wages,
  salaries or other compensation paid to any executive employees above the
  grade of building manager;

  
	
   

  	
   

  	
   

  
	
  (xi)

  	
   

  	
  Any fines or
  other penalties incurred or assessed or imposed due to violation by Landlord
  of any federal, state or local law, ordinance or regulation; and

  
	
   

  	
   

  	
   

  
	
  (xii)

  	
   

  	
  Depreciation
  of the Building.

  



 


19

















 


Exhibit C


 


COMMENCEMENT CERTIFICATE


 


 


THIS
COMMENCEMENT CERTIFICATE is attached to and made a part of that certain
Founders Tower Office Lease dated as of the
           day
                ,
            , ,
between HEBRON
COMMUNICATIONS CORPORATION (Landlord”), and AMERIVISION COMMUNICATIONS, INC.,
(“Tenant”).  Unless otherwise defined in
this Commencement Certificate or unless otherwise required by the context of
this Commencement Certificate, capitalized terms used in this Commencement
Certificate will have the meanings ascribed to those terms in the Lease.
Landlord and Tenant agree as follows with respect to the Premises:


 


1.                                       There
are no tenant improvements required to be made by Landlord. All improvements to
the Premises are to be made by the Tenant at Tenant’s sole expense.


 


2.                                       The
Premises have a street address of 5900 N. Mosteller Drive, (SEE ATTACHED
EXHIBIT A) Oklahoma City, OK 73112.


 


3.                                       The
Commencement Date of the Lease is January01, 2000 and the Expiration Date of
the Term is (SEE ATTACHED EXHIBIT A). in accordance with the provisions of the
Lease, Tenant obligation to pay Rent shall commence on the Commencement Date.


 


IN WITNESS
WHEREOF, the parties hereto save caused this Commencement Certificate to he
executed the day and year first above written.


 


	
   

  	
  “Landlord”:

  	
  Hebron Communications Corporation

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  John E.
  Telling, President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  “Tenant”:

  	
  AmeriVision Communications, Inc.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  	
   

  
											



 


20

















 


Exhibit “D”


 


Work Letter


 


The Landlord
agrees to provide, at the sole cost and expense of the Landlord, the following
improvements to the Leased Premises:


 


NONE


 


 


	
   

  	
  “Landlord”:

  	
  Hebron Communications Corporation

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  John E.
  Telling, President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  “Tenant”:

  	
  AmeriVision Communications, Inc.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  	
   

  
											



 


21

















 


Exhibit “E”


 


Founders Tower


 


RULES
AND REGULATIONS


 


 


1.                                       All
safes or other heavy articles shall be carried up or into the premises only at
such times and in such manner as shall be prescribed by the Landlord, and the
Landlord shall in all eases have the right to specify the proper weight and
position of any such safe or other heavily article. Any damage done to the
building by taking in or removing any safe from overloading any floor in any
way shall be paid by the Tenant. Defacing or injuring in any way any part of
the building by the Tenant, his agents or servants, shall be paid for by the
Tenant.


 


2.                                       No
other show cases shall be placed in front of the building or in the court or
corridor, without written consent of the Landlord.


 


3.                                       No
Tenant shall employ any person or persons other than the janitor of the
Landlord for the purposes of cleaning or taking charge of the demised premises,
without the written consent of the Landlord; It being understood and agreed
that the Landlord shall be In no way responsible to any Tenant for any loss of
property from the demised premises, however occurring, or for any damage to the
furniture by the janitor or any of his employees, or by any other person or
persons whatsoever. Any person or persons employed by the Tenant, with the
written consent of the Landlord, must he subject to and under the control and
direction of the janitor of the building, in all things, in the building and
outside of said demised premises.


 


                                                The
janitor of the building shall at all times keep a pass key, and he and other
agents, of the Landlord, shall at all times he allowed admittance to said demised
premises.


 


4.                                       No
additional locks shall be placed upon any doors without the written consent of
the Landlord, nor shall any duplicate keys be made. All necessary keys shall be
furnished by the Landlord, and the same shall be surrendered upon the termination
of this lease, and the Tenant shall then give to the Landlord or his agents,
explanation of the combination of all locks upon the doors of his vaults.


 


5.                                       The
water closets and other water fixtures shall not be used for any purpose other
than those for which they were constructed, and any damage resulting to them
from misuse or the defacing or injury of any part of the building shall be
borne by the person who shall occasion it. No person shall waste water by
interfering with the faucets or otherwise.


 


6.                                       No
dogs or other animals will be allowed in the building.


 


7.                                       No
bicycles or similar vehicles will be allowed in the building.


 


8.                                       Nothing
shall be thrown out of the windows of the building, or down the stairways or
other passages.


 


9.                                       The
Landlord or his agents shall have the right to enter the demised premises to
examine the same or to make such repairs, alterations or additions as the
landlord shall deem necessary for the safety, preservation or improvement of
the building; and the Landlord or his agents may show said demised premises.


 


10.                                 Tenants,
their employees, clerks or servants, shall not use the demised premises for the
purpose of lodging rooms, or for any unmoral or unlawful purposes.


 


11.                                 Neither
Tenant, his agents or employees shall disturb the occupants of the


 


22

















 


building by the use of musical instruments,
making unseemly noises, or by interference in any way.


 


12.                                 Movement
in or out of the Building of furniture or office equipment, or dispatch or
receipt by Tenant of any merchandise or materials which requires use of
elevators or stairways, or movement through Building entrances or lobby shall
be restricted to hours designated by landlord. All such movement shall be under
supervision of Landlord and in the manner agreed between Tenant and Landlord by
pre-arrangement before performance. Such pre­arrangement initialed by Tenant
will include determination by Landlord and subject to his decision and control
of the time, method and routing of movement, and limitations imposed by safety
or other concerns which may prohibit any article, equipment or ally other item
from being brought into the Building. Tenant is to assume all risk as to damage
to articles moved and injury to persons or public engaged or not engaged in
such movement, including equipment, property and personnel of Landlord if
damaged or injured as a result of acts in connection with carrying out this
service for Tenant from time of entering the tract on which the Building stands
to completion of work; and Landlord shall not be liable for acts of any person
engaged in, or any damage or loss to any of said property or persons resulting
from any act in connection with such service performed for Tenant.


 


13.                                 No
signs will be allowed in any form on exterior of Building or windows inside or
out, and 110 signs except in uniform location and uniform styles fixed by
Landlord will be permitted in tile public corridors or on corridor doors or
entrances to Tenant’s space. All signs will be contracted for by landlord for
Tenant at the rate fixed by Landlord from time to time, and Tenant will be
hilled and pay for such service accordingly. Except as otherwise provided for
in this Lease.


 


14.                                 No
draperies, shutter, or other window covering shall be installed on exterior
windows or walls or windows and doors facing public corridors without
landlord’s prior written approval.


 


15.                               Tenant
shall not place, install or operate on the demised premises or in any part of
the Building, any engine, stove, or machinery, or conduct mechanical operations
or cook thereon or therein or place or use in or about premises any explosives,
gasoline, kerosene, oil, acids, caustics, or any other inflammable, explosive,
or hazardous materials without written consent of Landlord. (Microwave oven
excepted)


 


16.                                 Landlord
will not be responsible for loss or stolen personal property, equipment, money,
or jewelry from the demised premises or public rooms regardless of whether such
loss occurs when area is locked against entry or not.


 


17.                                 None
of the entries, passages, doors, elevators, elevator doors, hallways, or
stairways shall be blocked or obstructed or any rubbish, litter, trash, or
material of any nature placed, emptied or thrown into these areas, or such
areas he used at any time except for ingress by Tenant, Tenant’s agents,
employees, or invitees.


 


18.                               Tenant
shall store all its trash and garbage within its demised premises. No materiel
shall be placed in the trash boxes or receptacles if such material is such
nature that it may not be disposed of in the ordinary and customary manner of
removing and disposing of trash and garbage and with out being in violation of
any law or ordinance governing such disposal. All garbage and refuse disposal
shall be made only through entryways and elevators provided for such purposes
and at such times as Landlord shall designate.


 


19.                                 These
Rules and Regulations are in addition to, and shall not be construed to in ally
way modify, alter or amend, in whole or in part, the terms, covenants, agreements
and conditions of any lease covering premises in the Building.


 


23