Asset transfer agreement, UH - Rice - for KTRU

8/8/2019 Asset transfer agreement, UH - Rice - for KTRU

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FINAL EXECUTION VERSION

ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (this "Agreement") is made this 12th day of October,2010 (the "Agreement Date"), by and between \üilliam Marsh Rice University, a Texas non-profit corporation located in Houston, Texas ("Seller"),

and the University of Houston System,a system comprised of public institutions of higher education and agencies of the State of Texasunder Chapter l l l of the Texas Education Code (..Buyer").

wIINESgETH:

WHEREAS, Seller is the Federal Communications Commission ("FCC") licensee ofnoncommercial educational radio station KTRU, 91.7 MHz, Ch.2l9, Houston, Texas (FacilityIdentification No. 7 2655) (the "Station"); and

WHEREAS, Seller desires to sell, assign, convey and transfer certain assets of the Stationto Buyer, and Buyer desires to buy and acquire certain assets of the Station from Seller.

NOW, THEREFORE, in consideration of the mutual promises and covenants containedherein, Buyer and Seller (each, a"Party" and collectively, the "Parties"), intending to be legallybound, agree as follows:

l. Assets Sold and Purchased. Subject to the approval of the FCC and to the termsand conditions hereof Seller agrees to sell and Buyer agrees to purchase the following(collectively referred to in this Agreement as the ..Assets"):

a. Real Propertv. All real estate described in Schedule A (with the realestate described in Schedule A as "Tract One" hereinafter referred to as "Tract One" and the realestate described

in Schedule A as "Tract Two" hereinafter referred to as "Tract Two") andimprovements thereon (the "Real Property") and any guy wire anchors located outside TractOne, together with (i) all rights, privileges, appurtenances, licenses, and permits pertaining to theReal Property, including Seller's right, title, and interest in any minerals, buildings, transmissiontowers, fixtures, all other improvements, utilities and streets, alleys, strips, gores, and rights-of-way on, adjacent to, or appurtenant to the Real Property; and (ii) Seller's interest in all leases,rents, and security deposits for all or part of the Real property;

b. FCC Authorizations. The FCC authorizations and registrations issued bythe FCC to Seller and used in connection with the business and operations of the Stationincluding the FCC authonzation for FM Translator Station K218DA, as listed in Schedule B, aswell as any pending FCC applications and authorizations obtained prior

tothe

Closing Date, ineach case to the extent used in connection with the business and operations of the Station (the"FCC Licenses");

c. Tansible Assets. The tangible assets, as listed in Schedule C and used bySeller in connection with the business and operations of the Station;

d. Assumed Contracts. The contracts, leases and other agreements, to whichSeller is a party or which are binding upon Seller and which relate directly to or affect the



Assets, and that Buyer agrees in writing to assume upon its purchase of the Station, as listed inSchedule D, and other contracts entered into by Seller between the date of this Agreement and

the Closing Date that relate directly to or affect the Assets and that Buyer agrees in writing to

assume (the "Assumed Contracts"); and

e. Records. Allrecords required by the FCC to be kept by the Station and

copies of all other business records which relate to or affect the Assets and which belong toSeller and are within its possession and control.

2. Excluded Assets.

a. KTRU Call Sipn. The call sign "KTRU" and all intellectual property

rights and goodwill associated with the call sign.

b. KTRU Studio Facilities and Equipment. Any assets associated with the

Station studio facilities as of the Agreement Date, except those specifically included in Schedule

C above. These excluded studio assets include, but may not be limited to, audio consoles,

switching equipment, and audio controls at the Ley Student Center on the Seller's campus.

c. Other Assets. All Seller's assets and other property not specificallyincluded in Section 1 above and Schedules A-D to this Agreement.

3. Liabilities Assumed and Excluded.

a. Assumed Liabilities. Buyer shall assume in writing,pay, andperform indue course the liabilities of Seller arising after the close of business on the Closing Date under

the Assumed Contracts.

b. Excluded Liabilities. Except for the Assumed Liabilities, Buyer does notassume nor shall Buyer be obligated for any other liabilities or responsibilities whatsoever ofSeller or arising from or relating to Seller's conduct with respect to the Station through the

Closing Date (the "Excluded Liabilities").

4. Purchase Price. The total purchase price ("Purchase Price") for the Assets shall

be Nine Million Nine Hundred Thirty Two Thousand Dollars ($9,932,000), comprised of a cash

payment ($9,500,000) and non-cash consideration ($432,000) as follows:

a. Cash Payment. A payrnent of Nine Million Five Hundred Thousand

Dollars ($9,500,000), paid to Seller at Closing by wire transfer or other immediately available

funds.

b. Non-Cash Consideration. Buyer will make available to Seller six (6) paid

radio broadcasting internships (including, but not limited to, on-air positions or other radiostation support positions) for Seller's students each school year for three (3) years, commencing

with the first semester or summer term to occur after the Closing (or commencing with the

semester or term following the first semester or suflrmer term to occur after the Closing, as the

Parties may mutually agree). The internships shall be apportioned, at Buyer's sole discretion,

among the fall and spring semesters and summer term (provided that the aggtegate number of



internships to be made available to Seller's students during each twelve (12) months of the three-

y.u, p"riãd shall be not less than six (6)). Intemships are tlpically offered in all departrnents ofilonrìotr Public Radio, but those intems applying for on-air (announcing) positions will be

required to pass the standard voice audition for all announcers. Music programming-related

poritionr require familiarity with classical music. News-related positions require good writing

rtittr. Web and computer/IT support positions require the associated skill sets. lnternships mayalso be available in the marketing and business departments subject to any reasonable

requirements established for those positions. The total in-kind value of the three-year intemship

ptógru* is Four Hundred Thirty Two Thousand Dollars ($432,000), an amount reflecting the

*ugl"r paid to the students and costs associated with administering the application process and

thelntérnship program over the three-year period. Seller understands and acknowledges that in

the event that Seller's students either do not apply or meet the reasonable requirements for such

internship (which requirements shall be no more restrictive or limiting for Seller's students than

for Buyei's studentst Buyer shall have no obligation to compensate Seller in kind or in cash for

the value of the internships not filled by Seller's students in any given semester. The value or

number of any internships not filled by Seller's students in any glven school year shall not be

carried over to any other school year.

c. Additional Consideration. As additional consideration, Buyer will permit

the current Chief Engineer of the Station the opportunity to apply for ernploynent as a radio

engineer for the Buyer after Closing and subject to Buyer's customary employnr.ent hiringprocedures. Salary and benefits for this position shall be commensurate with Buyer's hiringguidelines.

d. Independent Contract Consideration. Within five (5) business days after

the Agreement Date, Buyer shall pay to Seller an independent consideration of Fifty Dollars

($SO.OO) (the "Independent Contract Consideration"), which amount has been bargained for and

agreed to bySeller and Buyer as consideration for Seller's execution and delivery of this

Àgreement. fn" Independent Contract Consideration is in addition to and independent of any

otñer consideration orpayment provided for in this Agreement, and is nonrefundable in all

events.

5. Operation of Station Between Apreement Date and Closing Date.

a. Operation in Ordinarv Course. From the Agreernent Date to the Closing

Date (or earlier date of termination of this Agreement in the event this Agreement is sooner

terminated pursuant to any of the provisions hereof), Seller will continue to operate the Station in

the ordinary course ofbusiness.

b. Maintenance of Assets. Seller covenants that from the Agreernent Date tothe Closing Date, it will (i) maintain, preserve and keep the Assets in good repair, working order

and condition, subject to reasonable wear-and-tear; (ii) pay all liabilities and obligations

pertaining to the Siation and the Assets that become due and payable in the ordinary course ofbusiness, including all valid and due taxes, assessments and govemmental charges upon or

against the Assets or the operations of the Station; and (iiÐ comply in all material respects with

ail valid and applicable statutes, rules and regulations, the violation of which would materially

and adversely Jffect the Assets or operations of the Station. Seller will not, without the prior



written consent of Buyer: (i) make any sale, assignment, transfer, or other conveyance of any ofthe Assets other than items of personalty that are promptly replaced with items of equal value

and serviceability; (ii) subject any of the Assets or any part thereof to any mortgage, pledge,

security interest, or lien (other than mortgages, pledges, security interests, or liens that would not

bind Buyer after Closing); or (iii) enter into any agreement, license, lease or other arangements

with respect to the Station, or the Assets, or amend any existing agreements, licenses or leaseswith respect to them, except in the ordinary course of business or except in connection withSeller fulfilling its obligations under Sections 18(i) and 18(l).

c. Adverse Chanee. From the Agreement Date to the Closing Date, Seller

shall promptly notifu Buyer of any material adverse change affecting the Assets of which Seller

becomes aware, whether currently known by, or hereinafter obtained by or furnished to Seller

with respect to the Assets.

d. Contractine. From the Agreement Date to the Closing Date, Seller may

not enter into, amend, or terminate any other contract that would constitute an encumbrance on

any of the Assets, or which would be outside the normal scope of maintaining or operating any

of the Assets, without Buyer's prior written approval, except in connection with Seller fulfillingits obligations under Sections 18(i) and 18O.

e. Taxes. To the extent that any taxes, fees, or assessments are assessed

against any of the Assets for time periods prior to the Closing, Seller shall, subject to the

provisions of Section 8 hereof, be responsible for and shall hold Buyer harmless for said taxes,

fees, or assessments assessed against any of the Assets.

6. FCC Approvals.

a. FCC Approval Required. Consummation of this purchase and sale is

conditioned upon the FCC having given its Consent, without any condition materially adverse toBuyer or Seller, to the assignment from Seller to Buyer of all FCC Licenses. For purposes of thisAgreement, "Consent" shall mean the FCC's initial grant of consent in writing, without respect

to whether any requests are pending for administrative or judicial review, reconsideration,

appeal, or stay of such consent, and without respect to whether the time for filing any such

requests and the time for the FCC to set aside the action on its own motion have expired.

b. Filing of FCC Application. The Parties agree to proceed as expeditiouslyas practical to prepare applications requesting FCC consent to (i) the assignment of the FCC

Licenses from the Seller to the Buyer; (ii) the relocation of FM Translator Station K218DA; and

(iii) the relocation of Aural Studio Transmitter Link WME-825. The Parties agree to file the

assignment applications (i.e., FCC Form 314 with appropriate portions of Form 340 as anadditional exhibit) with the FCC not later than ten (10) calendar days after the date of this

Agreement. The Seller agrees to file the relocation applications within a reasonable period oftime following the filing of the assignment application. The Parties each agree to prosecute these

applications in good faith and with due diligence. The Parties shall each bear their own expenses

for the preparation, filing, and prosecution of the applications. Any engineering or other study

required for the relocation applications shall be prepared by the Buyer, at its own expense.

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c. Call Sipn. Buyer shall make any and all filings with the FCC to changethe call sign of the Station to be effective at Closing.

7. Real Property.

a.Title

Policy.Buyer, at Buyer's expense, will obtain an Owner's Policy of

Title Insurance (the "Title Policy'') issued by Charter Title Comparry, acting as agent forLawyers Title Insurance Corporation (the "Title Company") in the amount of the appraised valueof the Real Property insuring Buyer against loss under the Title Policy, subject only to (a) thePermitted Encumbrances (as defined in Section 9(c)); and (b) the standard printed exceptionscontained in the promulgated form of title policy unless this Agreement provides otherwise.

b. Survey. Buyer, at Buyer's expense, has obtained a current survey oftheReal Property (the "Survey''), prepared by a licensed surveyor acceptable to the Title Company,showing, among such other matters as Buyer may have requested, any encroachments oroverlapping of improvements, and has delivered a copy of the Survey to Seller. Seller willdeliver to the Title Company an affidavit required by the Title Company for approval of theSurvey that states that Seller knows of no changes or alterations to the Real Property as depictedon the Survey (unless Seller knows of changes or alterations to the Real Property as depicted onthe Survey, in which case Seller will cooperate with Buyer so that Buyer's surveyor may correctthe Survey).

c. Inspections. Seller will permit Buyer reasonable access to the RealProperty for appraisals, inspections and treatment. To the extent permitted by the Constitutionand the laws of the State of Texas, Buyer agrees to indemnit and hold harmless the Seller of,from and against (i) any third party claims or causes of action asserted against the Seller forinjury, death, loss or damage to property, including court costs and reasonable attorneys' fees,unless resulting from the negligence or gross negligence of the Seller, or (ii) for damages or loss

to any of the Assets, in any event arising out of or resulting from any acts or omissions of Buyer,its trustees, officers, directors, employees, agents, contractors, or consultants in connection withany inspections of the Real Property made pursuant to this Agreement.

d. Environmental Assessment. Buyer has obtained a Phase I EnvironmentalSite Assessment and Asbestos Survey Report prepared by SKA Consulting, LP dated August2010 ("Buyer's Phase I Environmental Site Assessment") and will obtain, if it deems necessaryin its sole discretion and at Buyer's sole expense, a Phase II Environmental Site Assessment.Should a Phase II Environmental Site Assessment show the presence of hazardous materials inaddition to the asbestos containing material described in Section 18(k), Buyer shall have the rightto either (1) terminate this Agreernent; (2) as a condition to the Closing, allow Seller the option

to remove at its sole cost and expense such hazardous materials to Buyer's satisfaction and asrequired by applicable federal, state or local statute, law, ordinance, code, common law, rule,regulation, order or decree, regulating, relating to or imposing liability or standards of conductconcerning the protection of the environment, natural resources, health and safety, andlor activitiesinvolving any hazardous material; or (3) close the transaction as set forth in Section 8 of thisAgreement. Notwithstanding the foregoing, Seller shall, at Seller's sole expense, be responsiblefor asbestos abatement on the Real Property as set forth in Section 18(k) as a condition toBuyer's obligation to close.



e. Buyer's Objections to the Commitment and Survev: Within ten (10)

business days after receipt by Buyer of (i) a current title commitment in the promulgated formissued by the Title Company covering the Real Property or a corrected title commitmentreflecting any changes to the current title commitment (the "Title Commitment"), (ii) copies ofthe documents evidencing the title exceptions (the "Title Documents"), ând (iii) the Survey or

any corrected Surveys, whichever is the last to be received, Buyer shall have the right to send awritten notice to Seller of any matters described in the Title Commitment, Title Documents, orSurvey that Buyer finds objectionable (the "Encumbrances"). Items shown in the TitleCommitment, Title Documents, or Survey to which the Buyer does not timely object shall be

considered Permitted Encumbrances (as defined in Section 9(c)). Seller will either cure Buyer'sreasonable objections within ten (10) business days after Seller receives the objections, or Buyer,

as its only remedies, may (i) terminate this Agreement by giving written notice thereof to Seller,in which event all rights, duties, obligations and liabilities created hereunder shall cease (except

as may otherwise be expressly provided in this Agreement), or (ii) waive the Encumbrances notcured (except that Buyer will not waive the requirements in Schedule C of the TitleCommitment) whereupon the Encumbrances not cured shall become Permitted Encumbrances.

8. Closine Date and Place: Prorations: Unwind.

a. The purchase and sale of the Assets by Buyer and Seller, respectively (the

"Closing") shall take place on a mutually acceptable date within ten (10) business days followingthe date that the FCC's Consent (as described in Section 6(a)) to the assignment of the FCCLicenses to Buyer has been granted provided the conditions specified in this Agreement shallhave been met (the "Closing Date"). The Closing will take place by exchange of all closingdocuments by email, or at the offices of the Title Company, or at another place, provided that thelocation shall be selected by mutual agreement of Buyer and Seller,

b. The following adjustments to the cash portion of the Purchase Price to bepaid by Buyer hereunder shall be prorated between Seller and Buyer on a per diem basis as ifSeller owned the Assets for the entire day of the Closing:

i. Each of the Parties represents that it is exempt from ad valoremtaxes and assessments. Nevertheless, to the extent applicable, adjustments shall be made for realestate taxes and assessments against the Real Property for the calendar year in which the Closingoccurs. If at the time of Closing, the tax rate or the assessed valuation for the then currentyearhas not been established, taxes and assessments, if any, shall be prorated based upon the taxrateand the assessed valuation established for the prior year, which proration shall be final.

ii. Current utility charges, fees and other items of expense and income

with respect to the operation of the Assets shall be prorated as of the date of Closing. If at thetime of Closing, the amount of any such expense has not been established, the expense shall beprorated as of the date of the Closing based on the most recent ascertainable amounts or otherreliable information with respect to such item of expense.

c. The Parties acknowledge that they have agreed to consummate the Closingbefore the FCC Consent has become a Final Order, as defined in Section 24. If the FCC or anycourt of competent jurisdiction orders that the consummation of the ffansactions contemplated in

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this Agreement be unwound, and such order is in full force and effect and has not been stayed,

then the Parties shall unwind the transactions contanplated in this Agreement to the extent

required by such order, and to retum each Party to its respective position prior to consummation

of the transactions contemplated in this Agreement, such that,ifBvyer shall be required at any

time to reassign all of the fCC Licenses to Seller, Seller, concurrent with any such reassignment,

shall deliver tò the Buyer the entirety of the cash portion of the Purchase Price without any rightof set-off, and Seller waives any right or defense, contractual or otherwise, that would otherwise

entitle Seller to withhold or set off any portion of the cash portion of the Purchase Price. Buyer

shall be obligated, concurrent with any such return of the cash portion of the Purchase Price to

Buyer by Seiler, to reconvey to Seller title to the purchased Assets, and Seller, concurrently,

shall reissume responsibility for the Assumed Contracts and Buyer shall have no further

obligation to provide the non-cash consideration specified in Section 4(b). Notwithstanding the

foregoing, as part of the unwind, Seller shall reimburse Buyer for any repair or replacement

"*p*ditot.rfot the transmission facilities incurred by Buyer from Closing, provided that the

amount that Seller shall reimburse Buyer shall not exceed fifty thousand dollars ($50,000).

Seller agrees and acknowledges that it will benefit from any such repairs or replacements to the

transmiJsion facilities of the Station in the event of an unwind. Any reconveyance of the RealProperty will be by Special Warranty Deed in the form of the instrument attached hereto as

Bxhibit-3, with appropriate modifications. Seller's obligation to deliver the cash portion of the

Purchase Price to Buyer concurrently with any reassignment of the FCC Licenses to Seller shall

be without prejudice to the exercise of any contractual rights of Buyer or Seller subsequent to

such reassignment.

g. Seller's Representations and Warranties. Seller represents, warrants, and

covenants to Buyer as follows:

a. Oreanization and Standins. Seller is a legally formed and chartered non-

profit corporation, ingood standing under the laws of the State of Texas, and possesses all

corporate power nec"isary to own and operate the Station and to carry out the provisions of thisAgreement.

b. Authorization and Bindine Oblieation. The execution, delivery, and

performance of this Agreement by Seller have been duly authorizedby all necessary actions on

lhe part of Seller. This Agreement has been duly executed and delivered by Seller and

.onrtitotæ the legal, valid, and binding obligation of Seller, enforceable against Seller inaccordance with its terms.

c. Good Title to Assets. To the best of Seller's knowledge, except as set

forth on the Title Commitment and the matters made the subject of the conditions to Buyer's

obligation to close set forth in Sections 1S(i) and (j), Seller has clear title and ownership, free ofall liens, encumbrances or hypothecations (other than Permitted Encumbrances and those liens,

encumbrances, and hypothecations to be released at or prior to Closing), of all Assets being

assigned to Buyer. Upon satisfaction of the conditions to Buyer's obligation to close set forth in

Sections 18(i) and O,Seller will have clear title and ownership, free of all liens, encumbrances

or hypothecations 1ôttrer than Permitted Encumbrances and those liens, encumbrances, and

hypoihecations to be released at or prior to Closing), of all Assets being assigned to Buyer.

"Þèrmitted Encumbrances" shall mèan, with respect to the Real Property: (i) any items shown in



the Title Commitment, Title Documents, or Survey to which the Buyer does not timely object

pursuant to Section 7(e), (ii) any items described in Exhibit B made apart of Exhibit 3, the Form

ãf Special V/arranty Deed, attached to this Agreement, subject to any modifications to such

fxhibit B necessary to conform Exhibit B to any subsequent title commitment; (iii) any

Encumbrances not cured by the Seller and waived by the Buyer; (iv) any utility easernent or

zoningrestriction which, in each case, does not interfere in any material respect with the currentuse of the Real Property; and (v) leases granted to third parties as described on Schedule D.

d. Real Property. To the best of Seller's knowledge, upon satisfaction of the

conditions to Buyer's obligation to close set forth in Sections 18(i) and O, the material

easements, covenants, rights-of-way and other rights which are necessary in any material respect

for Seller's current use of any of the Assets situated on the Real Property are, or will be on the

Closing Date, valid and in full force and effect, and Seller has not received any notice withrespect to termination or breach of any of these rights. To the best of Seller's knowledge, upon

satisfaction of the conditions to Buyer's obligation to close set forth in Sections 18(i) and 0), all

buildings, towers, guy wires and anchors and other facilities included in the Assets are, or will be

on the Closing Date, located entirely on the Real Property, except for those encroachmentssubject to valid and enforceable easements, rights-of-way, or other real property licenses that are

being assigned to Buyer. Seller has received no written notices, citations or complaints fromgovernmental or non-governmental persons regarding any aspect of the condition, use, and/or

enjoyment of the Real Property. There is no pending or, to Seller's knowledge, threatened,

condemnation proceedings, lawsuits or administrative actions relating to the Real Property, or

other matters affecting adversely Seller's current use, occupancy or value thereof. Other than as

explicitly set forth in the Schedules hereto, Seller is not aware of any leases affecting the Real

Property.

e. Environmental Matters. Except as set forth on Schedule E or as reflected

in the Buyer's Phase I Environmental SiteAssessment, Seller has no knowledge of any liability

(and, to the best of Seller's knowledge, there is no basis for any claim giving rise to any such

liability) under any law, rule or regulation of any federal, state or local govemment (or agency

thereof) related to the Assets or the operation of the Station concerning the release or threatened

release of hazardous substances, public or employee health and safety or pollution or protection

of the environment. To the best of Seller's knowledge, except as set forth on Schedule E or as

reflected in Buyer's Phase I Environmental Site Assessment, no pollutant, contaminant, or

chemical, industrial, hazardous, or toxic material or waste has ever been manufactured, buried,

stored, spilled, leaked, discharged, emitted, or released by Seller or, to the best of Seller'sknowledge, by any other person on the Real Property.

f.Payrnents. All bills and other payments arising by, under, or through

Seller with respect to the ownership, operation, and maintenance of the Assets to be conveyed toBuyer have been or by the Closing will be paid by Seller, and no liens or other claims for the

same have been filed or asserted against ffiiy partof the Assets, unless expressly assumed byBuyer;

E. Rights in Assets. No person, firm, or entity, except as may be specifically

set forth in this Agreement or the schedules andlor exhibits attached hereto, has any rights in the



Assets to be conveyed to Buyer and no person, firm, or entity has any right to acquire the Assets,

or any part thereof;

h. Foreign Person. Seller is not a "foreign person" (as defined in Internal

Revenue Code Section 1a45(f)(3) and the regulations issued thereunder);

i. Restrictions. No restrictions or conditions exist, whether contractually or

otherwise, that would preclude the sale and/or assignment of the Assets by Seller (other than

obtaining the FCC Consent and any other required third-party consent for Assumed Contracts inSchedule D) or that would restrict the use of the Real Property for any lawful purpose, other than

applicable laws addressing zoning and land use.

j. FCC Compliance. The Seller has operated the Station in material

compliance with the Communications Act of 1934, as amended, and the rules, regulations, and

published policies of the FCC.

10. Bu)¡er's Representations and Warranties. Buyer represents, warrants, and

covenants as follows:

a. Organization and Standing. Buyer is a legally formed and constituted

public instrumentality, in good standing under the laws of the State of Texas, and possesses allpower necessary to own and operate Station and to carry out the provisions of this Agreement.

b. Authorization and Binding Oblieation. The execution, delivery, and

performance of this Agreement by Buyer have been duly authorizedby all necessary actions on

the part of Buyer. This Agreement has been duly executed and delivered by Buyer and

constitutes the legal, valid, and binding obligation of Buyer, enforceable against Buyer inaccordance with its terms.

c. Buver's Oualifications. Buyer is legally, financially and otherwise

qualified to be the licensee of and acquire, own and operate the Station under the

Communications Act of 1934, as amended, and the rules, regulations and policies of the FCC.

Buyer knows of no fact that would, under existing law and the existing rules, regulations,

policies and procedures of the FCC, disqualiff Buyer as assignee of the FCC Licenses or as the

owner and operator of the Station.

1 1. Disclaimer of Warranties. Buyer acknowledges that, other than as set forth inSection 9, neither Seller nor any agent, employee, attorney, or representative of Seller has made

any statements, agreements, promises, assurances, representations, or warranties, whether

express, implied, or otherwise, regarding Seller or the condition of the Assets, including anyimplied warranty of merchantability or fitness for a particular pu{pose, the suitability of the

Assets for any uses or pu{poses contemplated by Buyer or any other matter pertaining to the

Assets or Seller. Except for the special warranty of title to be set forth in the Walranty Deed (as

defined below) or provided in Section 9 of this Agreement, Seller expressly disclaims all other

warranties, express or implied under applicable law. Buyer agrees that (i) Buyer has fullyexamined and investigated to its full satisfaction the physical nature and condition of the Assets

and all other matters pertaining to the Assets, other than with respect to the service access road

described in Section 18(j) and the asbestos abatement described in Section l8(k); (ii) subject to



Sections 18(Ð, 0) and (k) of this Agreement and Seller's obligation to maintain the Assets

pursuant to Sécti,on 5(bXÐ of this Agreement, and except as may be otherwise stated in the

Warranty Deed conveyrng the Real Property or as provided in Section 9 of this Agreement,

Buyer will acquire the Assets in an "AS IS" "WHERE IS" "WITH ALL FAULTS" condition;

(iiij except as ãtherwise contemplated in Section l8(i), C), and (k) hereot Seller will not be

responsible for making (or contributing in any way to the cost of making) any changes orimprovements to the Assets; and (iv) Buyer has not relied upon any statement, promise,

representation or warranty that is not expressly set forth in this Agreement which has been made

oigirr.n directly or indirectly, orally or in writing, by Seller or any person or entity acting on

beñdf of Seller or whose acts or statements are attributable to or binding upon Seller.

12. Default.

a. If Buyer defaults under the terms of this Agreement, and the default is not

remedied within ten (10) days after Seller notifies Buyer in writing, then Seller may, at its

option, (i) terminate this Agreement and neither Party will have any further obligation or liability

,rnd"t this Agreement (except as may be otherwise expresslyprovided in this Agreernent) or (ii)

bring any action or claim against Buyer for damages and the specific performance of Buyer's

obligations under this Agreement.

b. If Seller defaults under the terms of this Agreement, and the default is not

remedied within ten (10) days after Buyer notifies Seller in writing, then Buyer may, at its

option, (i) terminate this Agreement and neither Party will have any further obligation or liabilityunder this Agreement (except as may be otherwise expressly provided in this Agreement) or (ii)bring any action or claim against Seller for damages and the specific performance of Seller's

obligations under this Agreement.

13. Risk of Loss. Risk of loss, damage, or destruction to the Assets to be sold and

conveyed shall be upon the Seller until the Closing Date, and after Closing upon the Buyer.

14. Access to Information. Seller has provided and shall continue to accord access,

upon reasonable notice and during normal business hours prior to Closing, to Buyer or its

designated representatives to review the following information regarding the Station:

a. Seller's Assets pertaining to the Station, consisting of all Assets listed on

the Schedules to this Agreement and documentation regarding same.

b. All outstanding liabilities of the Station that will become Assumed

Liabilities upon Closing, and documentation regarding same'

15. Brokers. Buyer and Seller shall each bear its respective costs and expenses for

attorneys, accountants, brokers and advisors retained by or representing it in connection with this

Agreement.

16. Indemnification by Seller. To the extent permitted by the Constitution and laws

of the State of Texas, but to no greater extent than Buyer may indemniff Seller under the

Constitution and laws of the State of Texas, Seller shall indemniff and hold harmless Buyer

against and in respect of:

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a. Operations Prior to Closine. Any and all liabilities, obligations, claims,

and demands made or brought by any third party and arising prior to the Closing out of (i)Seller's operation of the Station, (ii) Seller's ownership of the Assets, (iii) any breach by Seller

of this Agreement, or (iv) any inaccuracy in or breach of any representation, warranty, or

covenant made by Seller.

b. Defense. Should any claim covered by the indemnity be asserted against

Buyer, Buyer shall notify Seller promptly and give it an opportunity to defend the claim, withSeller's choice ofcounsel (subject to approval ofsuch choice ofcounsel by Buyer, such consent

not to be unreasonably withheld), and Buyer shall extend reasonable cooperation to Seller inconnection with the defense. In the event that Seller fails to defend the claim within a reasonable

time, Buyer shall be entitled to assume, but need not assume, the defense and Seller shall be

liable to repay Buyer for all damages suffered by Buyer including all of its out-of-pocketexpenses reasonably incurred in connection with any defense (including, but not limited to,

reasonable attorney's fees and settlement payments).

17. Indemnification by Buyer. To the extentpermitted by the Constitution and laws

of the State of Texas, Buyer shall indemnify and hold harmless Seller against and in respect of:

a. Operations after Closing. Any and all liabilities, obligations, claims, and

demands made or brought by any third party and arising on or after the Closing Date out of (i)Buyer's operation of the Station, (ii) Buyer's ownership of the Assets, (iii) the breach or non-

performance by Buyer of contractual commitments assumed by Buyer as set forth in Schedule D,

or any breach by Buyer of this Agreement, or (iv) any inaccuracy in or breach of any

representation, w¿[Tanty, or covenant made by Buyer.

b. Defense. Should any claim covered by the indemnity be asserted against

Seller, Seller shall notiff Buyer promptly in writing and give it an opportunity to defend the

claim, with Buyer's choice of counsel (subject to approval of such choice of counsel by Seller,such consent not to be unreasonably withheld), and Seller shall extend reasonable cooperation to

Buyer in connection with the defense. In the event Buyer fails to defend the claim within a

reasonable time, Seller shall be entitled to assume, but need not assume, the defense, and Buyer

shall be liable to repay Seller for all damages suffered by Seller including.all its out-of-pocketexpenses reasonably incurred in connection with any defense (including, but not limited to,

reasonable attorney's fees and settlement payments).

18. Conditions Precedent to Buver's Oblieation to Close. Buyer shall not be

obligated to close under this Agreement unless and until the following conditions have been met:

a. The FCC shall have given its Consent to the assignment of the FCCLicenses from Seller to Buyer.

b. Seller shall have performed and complied in all material respects with allthe agreements, obligations, and conditions required by this Agreement to be performed orcomplied with by it, prior to or at the Closing Date.

l1



c. Seller shall hold a valid, current, and unexpired license for the Station and

hold an appropriate Antenna Structure Registration for any tower located on the Real Property

and used by the Station that is required to be registered with the FCC.

d. Successful transfer and assumption of all Assumed Contracts.

e. Approval of this transaction by the Buyer's Board of Regents and theTexas Higher Education Coordinating Board.

f. The representations and warranties of Seller set forth in this Agreement

shall be true and correct in all material respects on and as of the Closing Date with the same

effect as if made on and as of the Closing Date.

g. There shall be no current, pending, or threatened in writing litigation,actions, suits, claims, causes of action, assessments, or proceedings (i) that affect or could

reasonably be expected to af[ect the Assets adversely; (ii) that would constitute a lien orobligation of any kind against the Assets; and/or (iii) that could reasonably be expected to affect

Seller's ability to convey the Assets to Buyer upon the Closing, other than any appeals, petitionsfor reconsideration, or petitions for review of the FCC's grant of its Consent to the assignment ofthe FCC Licenses from Seller to Buyer.

h. Seller shall have provided Lessor's Estoppel Certificate and Lessee's

Estoppel Certificate, substantially in the respective forms of Exhibit 1, with respect to any Real

Property leases to third parties included as Assumed Contracts in Schedule D.

i. Seller shall have either (i) entered into an encroachment agreement,

substantially in the form of Exhibít2 (an"Encroachment Agreement"), with the owner of any

real property on which the guy wires and anchors included in the Assets are located and provided

the Encroachment Agreement to Buyer at least five (5) business days prior to Closing; or (ii)acquired the real property on which the guy wires and anchors are located so that such realpropertybecomes part of the Assets.

j. Seller shall have constructed a service access road from Sorters Road to

the Real Property, to and including the entrance of the fenced area containing the building inwhich the tower transmitter equipment is located (the "service Access Road"). The ServiceAccess Road shall be located within a legally valid and recorded access easement, and shall be

constructed in such a manner to accommodate service vehicle access in normal weather

conditions. Specifically, such construction of the Service Access Road shall be at least twelve(12) feetwide and include appropriate brush clearance, initial gtading, subgrade stabilization to a

depth of six (6) inches at six (6) percent lime, final graðing, and five (5) inches of crushedconcrete surface road material. Seller shall have installed a gated entry at least twelve (12) feet

wide from the Service Access Road to Tract One. Seller shall use reasonable good faith effortsto fulfill this condition to Buyer's obligation to close in an expedient manner, taking into account

the circumstances of this Agreement. Buyer shall have the right to inspect the Service Access

Road after receiving notice of completion from Seller and, in any event, no less than ten (10)

business days prior to Closing to confirm that this condition has been met.

t2



\ k. Seller shall have abated any asbestos containing material located in the

buildings at the Real Property (as documented in Buyer's Phase I Environmental Site

Assessment). Seller will provide Buyer with copies of the following abatement project

documentation no less than five (5) business days prior to Closing: (a) the project report from the

Texas Department of State Health Services ("TDSHS") licensed asbestos abatement contractor,

(b) the project report from the TDSHS licensed asbestos abatement consultant, and (c) and theUniform Hazardous'Waste Manifest documenting proper waste disposal of the abated asbestos

containing material.

lg. Conditions Precedent to Seller's Oblisation to Close. Seller shall have no

obligation to close under this Agreement unless and until the following conditions precedent are

met:

a. The FCC shall have given its Consent to the assignment of FCC

authonzations to construct and operate the Station from Seller to Buyer, and the FCC shall have

changed the call sign of the Station from "KTRU" to another call sign.

b. Buyer shall have performed and complied in all material respects with allthe agreements, obligations, and conditions required by this Agreement to be performed or

complied with by it, prior to or at the Closing Date.

c. Successful transfer and assumption of all Assumed Contracts.

d. Approval of this transaction by Seller's Board of Trustees.

e. The representations and waranties of Buyer as set forth in this Agreement

shall be true and correct in all material respects on and as of the Closing Date with the same

effect as if made on and as of the Closing Date.

20. Buyer's Performance at Closing. At the Closing, Buyer will deliver to Seller bywire transfer (or other means mutually agreed to by the Parties) the cash portion of the Purchase

Price and such documents as Seller may reasonably require in order to consummate the

transactions in this Agreement, including an executed Assignment and Assumption Agreement

for all Assumed Contracts.

21. Seller's Performance at Closine. At the Closing, Seller shall deliver and convey

the Assets to Buyer, together with such documents as Buyer may reasonably require in order to

consummate the transactions in this Agreement, including:

a.The FCC Licenses, together with such assignments of the same as Buyer

may reasonable require.

b. An executed Assignment and Assumption Agreement for all Assumed

c. Bills of sale and further instruments of conveyance.

Contracts.

13



d. A Special Warranty Deed (the "Warranty Deed"), fully executed and

acknowledged by Seller, in the form of Exhibit 3, conveying to Buyer good and indefeasible fee

simple title, in accordance with the provisions of this Agreement, in and to the Real Property,

free and clear of all Encumbrances other than Permitted Encumbrances; and with no persons inpossession ofany part ofthe Real Property as lessees, tenants at sufferance, or trespassers except

ienants under the written lease(s) assigned to Buyer under this Agreement or as otherwiseprovided in Section 5(d) of this Agreement..

e. Satisfactory evidence provided to the Title Company or customarily

executed in Texas establishing that no person occupying the Real Property claims any interest inthat property against Seller; all standby fees, taxes, assessments and charges against the real

estate hãve been paid; all improvements or repairs to the Real Property are completed and

accepted by the owner, all contractors, subconffactors, laborers, and suppliers have been fullypaid, and no liens have attached to the property; there is legal right of access to and from the

iand; and the Real Property is clear from any liens or other matters affecting title to the Real

Property (other than Permitted Encumbrances).

f. Tax statements (if any) showing no delinquent taxes on the Real Property;

g. Assignment of all leases to or on, or licenses and permits related to the

Real Property to the extent applicable (including any Encroachment Agreement with the owner

of any real property on which the guy wires and anchors included in the Assets are located);

h. Estoppel Certificates as set forth in Section 18(h) above;

i. Such other instruments duly executed by Seller as are customarily

executed in Texas to effectuate the conveyance of real property similar to the Real Property as

may be reasonably required by the Title Company with the effect that, after the Closing, Buyer

will have succeeded to all of the rigþts, titles and interests of Seller related to the Real Property,and Seller will no longer have any rights, titles or interests in and to the Real Property;

j. Any other documents reasonably required to be furnished to the TitleCompany.

22. Equipment Removal. On the Closing Date, or within a reasonable period

thereafter, Buyer shall remove, at Buyer's expense, any tangible assets listed in Schedule C

located on the campus of Seller. Buyer shall comply with Seller's reasonable requirønents withrespect to such removal, including without limitation with respect to protection of Seller's

facilities and property and with respect to not interfering with Seller's academic and athletic

programs.

23. Damage or Taking Prior to Closing. Prior to Closing, risk of loss with regard to

the Real Property shall be borne by Seller. If prior to Closing, the Real Property, or any portion

thereof, is materially damaged, or becomes subject to a taking (other than by Buyer) by virtue ofeminent domain, Buyer shall have the option, which must be exercised by it within ten (10)

business days (and the Closing will be automatically extended, if necessary, to provide Buyer

with such ten (10) business day period) after its receipt of written notice from Seller advising of

t4



such damage, or taking (which Seller hereby agrees to give), to terminate this Agreement or toproceed with the Closing. If Buyer elects to terminate this Agreement, all rights, duties,obligations and liabilities created hereunder shall cease (except as may otherwise be expresslyprovided in this Agreement). If Buyer elects to proceed with the Closing, all rights, duties,obligations and liabilities created hereunder shall continue, and Buyer shall be entitled to any and

all insurance proceeds (and related deductible payments) or condemnation awards payable as aresult of such damage or taking (or, at Seller's discretion, an amount equal to such insuranceproceeds (and related deductible payments) or condemnation awards), and Seller shall assign toBuyer at Closing Seller's rights to such proceeds or awards (or, at Seller's discretion, Seller shalldeliver to Buyer an amount equal to such proceeds or awards) and Seller shall also deliver toBuyer the total deductible payable under Seller's insurance policy covering such damage, butwithout any obligation on the part of Seller to repair any such damage. ln the event ofcondemnation (other than by Buyer), Seller shall notifu Buyer of the initiation of condemnationproceedings and shall permit Buyer to participate in the condemnation proceedings at Buyer'ssole election and expense.

24. Survival of Warranties. All representations, warranties, and covenants made bythe Parties in this Agreement shall be deemed made for the purpose of inducing the other to enterinto this Agreement and shall survive the Closing and remain operative in full force and effectfor a period of eighteen (18) months following the Closing regardless of any investigation at anytime made and shall not be deemed merged into any document or instrument executed ordelivered at the Closing, except that any representations, warranties or covenants made by eitherParty and relating to any FCC proceeding involving the Station or the transactions contemplatedby this Agreement and in which either Seller (with respect to the representations, warranties, andcovenants made by Seller to Buyer) or Buyer (with respect to the representations, warranties, andcovenants made by Buyer to Seller) is a party to such proceeding, including, but not limited toappeals, petitions for reconsideration, or petitions for review of the FCC Consent to the

assignment of the FCC Licenses from Seller to Buyer, shall survive until such FCC proceeding isresolved by an order or decision that has become a Final Order. "Final Order" means an actionby the FCC that has not been reversed, stayed, enjoined, set aside, annulled, or suspended, andwith respect to which no requests are pending for administrative or judicial review,reconsideration, appeal, or stay, and the time for filing any such requests and the time for theFCC to set aside the action on its own motion have expired.

25. No Assisrment. This Agreement may not be assigned by either Party without theother Party's prior written consent, which consent may not be unreasonably withheld,conditioned or delayed.

26.Termination

a. Termination by Seller. This Agreement may be terminated by Seller and

the purchase and sale of the Assets abandoned, if Seller is not then in material default, uponwritten notice to Buyer, upon the occrürence of any of the following:

(Ð Conditions. If, on the date that would otherwise be the ClosingDate, any of the conditions precedent to Seller's obligation to close as set forth in Section 19 ofthis Agreement have not been satisfied unless waived in writing by Seller.

l5



(iÐ Judsnents. If there shall be in effect on the date that would

otherwise be the Closing Date any judgment, decree, or order, not caused by Seller, that wouldprevent or make unlawful the Closing.

(iii) Upset Date. If the FCC has not granted its Consent by January 1,

2012.

b. Termination by Buyer. This Agreement may be terminated by Buyer and

the purchase and sale of the Station abandoned, if Buyer is not then in material default, upon

written notice to Seller, upon the occuffence of any of the following:

(Ð Conditions. If, on the date that would otherwise be the ClosingDate, any of the conditions precedent to Buyer's obligation to close as set forth in Section l8 ofthis Agreement have not been satisfied unless waived in writing by Buyer.

(iÐ Judernents. If there shall be in effect on the date that wouldotherwise be the Closing Date any judgment, decree, or order, not caused by Buyer, that would

prevent or make unlawful the Closing.

(iiÐ Upset Date. If the FCC has not granted its Consent by January 1,

2012.

c. If this Agreement is terminated pursuant to subsection (a) or (b) above and

neither Party is in material breach of any provision of this Agreement, the Parties shall not have

any further liability to each other with respect to the purchase and sale of the Assets.

27. Confidentiality. Buyer agrees to treat confidentially all information exchanged oracquired in connection with the negotiation and execution of this Agreement and in connection

with its due diligence, except that such information may be disclosed: (i) to Buyer's lenders,prospective donors, counsel, accountants, and other representatives and principals assisting

Buyer with the transactions contemplated herein, and (ii) as required by law.

28. Notices. Any notices, requests, demands, or consents required or permitted under

this Agreement shall be deemed to have been given on the date of personal service or on the date

of receipt by the Party to whom the notice is to be given, and shall be addressed to the addressee

at the address stated below, or at the most recent address specified by notice under this section.

If to Seller:

Kevin KirbyVice President - Administration411 Allen Center, MS 90PO Box 1892Houston, Texas 77251-1892Telephone: (7 13) 3 48-6040Email : kevin.kirby @nce.edu

l6



With a copy to:

Richard A. ZansitisVice President and General CounselRice University

360 Allen Center, MS 94PO Box 1892Houston, Texas 77251-1892Telephone: (7 13) 348-5237Email: [email protected]

If to Buyer:

John ProffittGeneral ManagerKUHF Houston Public Radio

Melcher Center for Public BroadcastingUniversity of Houston4343Elgn, Third FloorHouston, Texas 77 204-0887Phone: (832)842-1816Email : [email protected]

With a copy to:

Dona H. ComellVCA/P Legal Affairs, General Counsel

University of Houston System311 E Cullen BuildingHouston, Texas 77204-2028Direct: (713)743-0949

29. Severabilit)¡. The invalidity or unenforceability of any provision of this

Agreement shall not affect the validity or enforceability of any other provision of this

Agreement. In the event that any provision of this Agreement is determined to be invalid,

uninforceable or otherwise illegal, that provision shall be severed from this Agreement and the

remainder of the Agreement shall be in full force and effect.

30.Further Assurances. Each of the Parties shall execute and deliver to the other

Party other instruments as may be reasonably required in connection with the performance of thisAgreement. Buyer shall give Seller access to records transferred to the Buyer pursuant to this

Agreement to the extent necessary or desirable for Seller to respond to any notice, inquiry or

legal process from any govemmental authority or person.

31. 'Waivers. No delay or omission by any of the Parties to this Agreement in exercising

or enforcing any right or power accruing under the Agreement shall impair any such right or power

or be construed to be a waiver of such right or power. A failure by any Party to this Agreement to

T7



exercise any right or power or any of the covenants, conditions or agreements of this Agreement or

to enforce any breach or failure of the other Party shall not be consfrued to be a waiver of any

subsequent bieach of this Agreement or of any other covenant, condition or agreement contained in

this Agreement.

32. Construction. This Agreement shall be construed and enforced in accordancewith the laws of the State of Texas.

33. Entire Aereement. This Agreement supersedes all prior agreements and

understandings betweenthe Parties with respect to the sale and purchase of the Assets to be sold

and purchased and may not be changed or terminated orally, and no attempted change,

termination, amendment, or waiver of any of the provisions shall be binding unless in writingand signed by both Parties.

34. Counterparts. This Agreement may be executed in several counterparts, all ofwhich when taken together shall constitute one agreement.

35. Knowledge. Seller's "knowledge," "to the best of Seller's knowledge" and

phrases of similar import as used in Section 9 of this Agreement shall mean solely the actual

knowledge of Kevin Kirby, Richard Zansitis, Daniel Fu, Will Robedee, Robert Cham, and Janie

Wright after making due inquiry with respect to the applicable matters.

36. Time. Time is of the essence in the performance by the Parties of their respective

agreements and obligations under this Agreement.

37. Section Headinss. The section headings used in this Agreement are for

convenience only, shall in no way define or limit the scope or content of this Agreement and

shall not be considered in any construction or interpretation of this Agreement or any part

hereof.

38. Special Provision. To the extent that Chapter 2260,Texas Govemment Code, is

applicable to this Agreement and is not preempted by other applicable law, the dispute resolution

process provided for in Chapter 2260 andthe related rules adopted by the Texas Attorney-General

pursuant to Chapter 2260, shall be used by the Parties to attempt to resolve any claim for

breach oicontract made by Seller that cannot be resolved in the ordinary course of business.

[The remainder of thís page left blank intentionallyJ

t8



[Signature Page for KTRU Asset Purchase Agreemenl]

IN WITNESS WHEREOF, the Pa¡ties have executed this Agreement as of the date firstset forth above-

\I/ILLIAM MARSH RICE IJMVERSITY,a Texas non-profrt corporation

Titie: Pnesûft'T

UNIVERSITY OF HOUSTON SYSTEM

By:

Title:

¡9



ISignature Page for KTRU Asset Purchase Agreement]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date firstset forth above.

WILLIAM MARSH RTCE UNIVERSITY.a Texas non-profit corporation

By'

Title:

UNIVERSITY OF HOUSTON SYSTEM

Jh

Titre: üÁûnlôÉ:tl*¿-

l9



Schedule A

Real ProperW

Legal description of the land:

METES AND BOUNDS DESCRIPTION - TRACT 1 ("TRACT ONE")T.3935 ACRE TRACT OF LAND

OUT OF THEV/ILLIAM BIRCH SURVEY, A-74

MONTGOMERY COUNTY, TEXAS

All that certain 1.3935 acre tract of land out of the William Birch Survey, A-74 andbeing

the residue of that certain 1.3979 acre tract of land described in a deed dated 05-13-1991

(Exhibit A-1), from KRTS, lnc. to William Marsh Rice University filed in the OfficialPublic Records of Real Property of Montgomery County, Texas at Clerk File Number

9126083 and being out of a called 53.9991acre tract of land described in a deed dated

09-30-1983 from M.R. Carr, Trustee to Kingwood Faith Fellowship, Inc. filed in the

Official Public Records of Real Property of Montgomery County, Texas at Clerk File

Number 8348344 and being more particularly described by metes and bounds as follows,all coordinates and bearings being referred to the Texas Coordinate System of 1983,

South Central Zone. All coordinates reflect grid values and may be converted to surface

by applying a combined scale factor of 1.00001597474.

COMMENCING at a set PK nail in asphalt in the west right-of-way line of Sorters Road

marking the northeast corner of said called 53.999T acre tract, Thence S 87'50'29" W-lg3g.22', with the north line of said tract to a set 5/8" iron rod with cap marking the

POINT OF BEGINNING of theherein described tract having coordinates of

Y:139 537 7 4.89, X: 3 I 50467 .7 I ;

THENCE S 27" 55' 18" V/ - 374.11', with an east line of a called 10.70 acre tract of land

described in a deed dated 07-18-2007 from Sandfill Corporation to Hannover Estates,

Ltd. filed in the Official Public Records of Real Property of Montgomery County, Texas

at Clerk File Number 2007-084753 to a set 5/8" iron rod with cap for corner;

THENCE N 32o 04' 42u W - 374.10', with a west line of said 10.70 acretract to a set 5/8"

iron rod with cap for corner;

THENCE N87o 50' 27u E

-374.41', with the north line of the aforementioned 53.9991

acre tract to the POINT OF BEGINNING containing 1.3935 acres (60,699 square feet)

of land more or less.



METES AND BOUNDS DESCRIPTION - TRACT 2 ("TRACT TWO")

ROADWAY EASEMENT COVERING LANDOUT OF THE

V/ILLIAM BIRCH SURVEY, A-74MONTGOMERY COUNTY, TEXAS

That certain 20' Roadway Easement described in a deed dated 06-13-1991 (Exhibit A-2),

from KRTS, Inc. to Wiliiam Marsh Rice University filed in the Official Public Records

of Real Property of Montgomery County, Texas at Clerk File Numbet 9126083, covering

all that certãin 0.8930 acrètactof land out of the William Birch Survey, A-74, and being

out of a called 53.gggl acre tract of land described in a deed dated 09-30-1983 from M'R.

Car, Trustee to Kingwood Faith Fellowship, Inc. filed in the Official Public Records ofReal Property of Montgomery County, Texas at Clerk File Number 8348344 and being

more particuiarly described by metes and bounds as follows, all coordinates and bearings

being referred io the Texas Coordinate System of 1983, South Central Zone. Allcoorãinates reflect grid values and may be converted to surface by applying a combined

scale factor of 1.00001597474.

BEGINNING at a set PK nail in asphalt in the west right-of-way line of Sorters Road

marking the northeast corner of said called 53.999I acre tract having coordinates ofY :I39 537 7 4.89, X: 3 I 50467 .7 | ;

THENCE S 2o 34' 42" E - 20.00', with said west right-of-way line to a point for corner;

THENCE S 87o 50' 29* W- 1950.95' to a point for corner;

THENCE N 27o 55' I 8" E - 23 .11', with an east line of a called 10.70 acre tract of land

described in a deed dated 07-18-2007 from Sandfill Corporation to Hannover Estates,Ltd. filed in the Official Public Records of Real Property of Montgomery County, Texas

at Clerk File Number 2007-08 4753, to a set 5/8" iron rod with cap for corner;

THENCE N 87" 50'29" E- 1939.22', with the north line of the aforementioned 53.9991

acre tract to the POINT OF BEGINNING containing 0.8930 acres (38,901 square feet)

for Roadway Easement more or less.



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Schedule B

FCC Authorizations

I Antenna Structure Registration (ASR No. 1054127) (Seller to correct coordinatediscrepancy prior to Closing.)

I Radio Broadcast Station License for KTRU issued under FCC File No. BLED-19910614KD

I License Renewal Authorization issued on712512005 under FCC File No. BRED-200503 30AFI, expirin g 81 0T 12013

t License for Aural Studio Transmitter Link WME-825, expiring 8l0ll20l3

I Radio Broadcast Station License for FM Translator Station K218DA. 9l.5MHz,

Houston, Texas, issued under FCC File No. BLFT-2000071048I, as renewedunder FCC File No. BRED-200503304FI, expiring8l0Il20l3.



Schedule C

Tansible Assets

See attached list of Tangible Assets'



KTRU transm¡tter equ¡Pment

Descr¡pt¡on

Utility tower w/ lightinB

Electronics Research 6-bay FM antenna

3.125" Andrews transmission line

Continental 816R 28 FM transmitterCont¡nental equipment rack

LEA Surge suppression systemLine voltage sensors

TWR Tower l¡ghting controllerCO2 Fire suppression system

Toshiba 1400 XL Plus UPS (stand-alone)

Belar FM Modulation MonitorBelar FM Stereo Mon¡torBurk ARC-L6 Remote Control

Mosely PCL-606 STL transmitterMosely 6010 STL transm¡tter

Mosely automatic chanBe-over switch TP2

Mosely STL rece¡ver

Mosely STL receiver

Armstrong FMX-3oLCD exciter

Armstrong FMX-100LCD exc¡ter

Armstrong antenna switch

Burk relay panels

Continental 8024 exciter (in-operative)

Bird wattmeterBird in-line power sample section

Andrew Mod. 1HAB-77-M1-00X line dehydratorOrban 8100 audio processor

STL microwave transmit antenna

equipment rack

STL microwave receive antenna

.875" co-axial transmission line on tower7-element FM yagi antenna

.500" co-axial transmission line on towerWorkbench

Crown 30 watt exciter

Crown 30 watt exciter

QEI modulation mon¡tor

Mosely 6020 STL receiver

Mosely PCL-606 STL receiver

5-element 950 mHz yag¡

Shively 6812-L ring-stub antenna

Transmitter Building and all contents

EAS transmission and receiving equ¡pment

l Scala power divider |PD2-HLN

2 Bard wall mount AC units W4602-400

L spare tube 4cx150004Kathrein antenna fed by 78" coax YATFML

Serial Number

unavailable located on transmitter towerlocated on transm¡tter tower

920

J034309, J034304, J034303

L2799

zzo6070t981207150

101838

201597

A040101

57890T located at Rice campus

59511 located at Rice campus

unavailable located at Rice campus

82223-027

82224-02r30LCD-2120

30LCD-335s

8040205, 8040206

t337728r'.L

tz8r'.r29t

unavailable located at Rice campus

located at Rice campus


located on transm¡tter towerlocated on transmitter towerlocated on transm¡tter towerlocated on transmitter tower



6911083 located at Rice camPus







Schedule D

Assumable Contfacts

Lease for Communications Equipment Space dated as of January 1, 2008 by and betweenWilliam Marsh Rice University and USA Mobility Wireless, Inc.



Schedule E

Environmental Matters

Any flooring containing asbestos materials located on the Real Property as shown in the

Buyer's Phase I Environmental Site Assessment and AsbestosSurvey Report prepared by

SKA Consulting, LP dated August 2010.



Exhibit I

Form of Lessee and Lessor Estoppel Certificates



EXHIBIT 1ALESSEE'S ESTOPPEL CERTIFICATE

William Marsh Rice University, a Texas non-profit corporation ("Iæssor"), and USA

Mobility Wireless, I¡c., a Delaware corporation("Lessee"), have entered into that certain Lease for

Communications Equipment Space dated as of January l, 2008 (the "Lease"), covering certain space and

rights relating to a building, radio tower and equipment located on the real property described in Exhibit

A h*rrto, by reference mid" a part hereof (the "Property"), commonly knowrr as 26424 Sorters Road,

Humble, Texas.

Lessor has advised Lessee that Lessor, as Seller, and the University of Houston System

("UHS"), as Buyer, have entered into that certain Asset Furchase Agreement dated -_-' 2010

(the "Asset Purchase Agreement"), which provides, among other things, for the sale by Lessor to UHS (or

any permitted assignee of the rights of UHS under the Asset Purchase Agreement) (a '?ermitted

Assignee") of the Property.

Lessee hereby certifies to UHS and any Permitted Assignee that:

l. A true, correct and complete copy of the Lease and any amendments or

modifications thereto are attached hereto as Exhibit B, by reference made a part hereof.

2. Lessee has accepted and is in possession of the Property.

3. The cunent monrhly base rent is $700.00. The next payment is due on

, 2010. The rent and all other charges payable by Lessee under the Lease have been paid

through the period ending ,2010. Lessee, as of this date, has no claim of offset or

abatement against the rent.

4. To the best knowledge of Lessee, neither Lessee nor Lessor is in default in the

performance of any covenant, agreement or condition contained in the Lease, other than:

[if none, insert "None"].5.

interest in the [,ease.

6.Lease.

7.

Lessee has not subleased, assigned, mortgaged or otherwise transfered its

Lessee has not deposited any security deposit with Lessor in connection with the

Lessee understands that UHS is retying on the representations in this Certificate.

EXECUTED this

-day of 20r0.

USA MOBILITY WIRELESS, INC.,a Delaware corporation

By:Name:Title:

HOU03: I 246958.3 -2-



EXHIBIT 18LESSOR'S ESTOPPEL CERTTFICATE

William Marsh Rice University, a Texasnon-profit corporation ("Lessor"), and USA

Mobility lVireless, Inc., a Delaware corporatión ('T-essee"), have entered into that certain Lease for

Communications Equipment Space dated äs of January l, 2008 (the "Lease"), covering certain space and

rights relating to a buiiaing, ,^dio tower and equipment located on the real property described in Exhibit

{hereto, by refer.ence *iá" u part hereof (the ';Property"), commonly known as ?-6424 Sorters Road,

Humble, Texas.

Lessor, as Seller, and the Univelsity of Houston System ("UHS"), as Buyer, have entered

into that certain Asset Purchase Agreement dated , 2010 (the "Asset Purchase

Agreement"), which provides, among ãther things, for the sale by Lessor to UHS (or any permitted

urîign"" of the righti of uHS undei the Asset Purchase Agreement) (a "Permitted Assignee") of the

eroferty. As a pãrt of the inducement by Lessor to UHS (or any Permitted Assignee) to purchase the

Proþerty, Lessor hereby certifies to IJHS and any Permitted Assignee as follows:

l. That a true, correct and complete copy of the l¿ase and any amendments or

modifications thereto are attached hercto as Exhibit B, by refercnce made a part hereof.

Z. That rhe rent and all other charges payable by Lessee under the Lease have been

paid through the period ending ' 2010.

3. That Lessor and, to the best knowledge of Lessor, Lessee, are not ill default in the

performance of any covenant, agreement or condition contained in the Lease, other than:

Iif none, insert "None"].

4. That læssor has not assigned, mortgaged or otherwise transfened its interest in

5. That Iæssee has not deposited any security deposit with Lessor in connection

EXECLITED this

-daY of , 2010.

WTLLIAM MARSH RICE UNIVERSITY,a Texas non-profit corPoration

By:Name:

Tirle:

the Lease.

with the Lease.

HOU03:12.16958.3 -3-



Exhibit 2

Form of Encroachment Agreement



EXI{IBIT 2

FORM OF ENCROACHMENT AGREEMENT

ENCROACTIMENT AGREEMENT

STATE OFTEXAS

COUNTY OF MONTGOMERY

THIS ENCROACHMENT AGREEMENT (hereinafterrefered to as the "Agreement") is

made and entered into this

-day of

-,

2010, by and between WIT I 'IAM MARSH RICE

SNIVERSITY, a Texas non-profit corporation (hereinafter refened to as "Rice"), and(hereinafter referred to as "--------"), as

follows:

WIßLS.:1. By V/ananty Deed dated June 13, 1991, filed for record with the County Clerk of Montgomery

County, Texas, under County Clerk's File No. 9126083, Rice acquired, and has continuouslyowned, fee title to that certain approximately 1.3935 acre triangular tract or parcel of land located

in Montgomery County, Texas, described by metes and bounds in Exhibit A hereto, by reference

made a part hereof (the "Rice Tract"), and identified as the "Rice Tract" on the copy of the survey

by Land Title Survey dated August 12,2010, Job No. 240-5, attached hereto as Exhibit B, by

reference made a part hereof (the "Survey"). As a part of the acquisition, Rice acquired all

improvements locared on the Rice Tract, including a radio tower and three (3) down guy lines

identified on the Survey as "Down Guy Line No. 1," "Down Guy Line No. 2" and "Down Guy

Line No. 3," each of which down guy lines is anchored in a cement pad at ground level (each

such pad being refened to herein as the "Cement Anchor Pad" for the respective guy line).

2. is the owner of fee title to that certâin approximately

-

acre tract or parcel ofland located in Montgomery County, Texas, described by metes and bounds in Exhibit C hereto,

byreferencemadeaparthereof(the..-Tract',),aportionofwhichisidentifiedastheTract" on the Survey.

s

$

$

3. As shown on the Survey, the

-

and

-

boundary lines of the triangular Rice Tractare adjacent to certain of the boundary lines of the

-

Tract.

4. As further shown on the Survey, a portion of Down Guy Line No.

-and its Cement Anchor

Pad extend into the Tract (said portion of Down Guy Line No.

-

and its

CementAnchorPadextendingintothe-Tractbeinghereinafterreferredto,collectively, as the "Encroachments").

5. Rice and desire hereby to make cefain agreements with respect to the

Encroachments.

Nos/' TIIEREFORE' in consideration of the premises' Ten Dollars ($10'00) cash and

other good and valuable consideration and Rice hereby agree, respectively, as follows:

HOU03:1246958.3 -4-



repairing. replacing and/or removing the Encroachments.

5.1

5.2

5.3

EXECI-ITED as of the day and year first above written.

WILLIAM MARSH RICE TINIVERSITY,a Texas non-profit corporation

By:Name:TitlE:

By:Name:

Title:

assisns and any future owner of fee title to the Rice Tract'

HOU03:124ó958.3 -5-



STATE OF TEXAS

COUNTY OF HARRIS $

This instrument was acknowledged before me on the

-day of 2010' by

, the

-

of William Marsh Rice University' a

Texas non-profit corporation, on behalf of said William Marsh Rice University.

Notary Public in and for the State of Texas

Name:My Commission Expires:-

STATEOFTEXAS

COI-INTY OF

This instrument was acknowledgecl before me on the

-day of --, 2010, by

ofon behalf of said


Name:My Commission Expires:

$

$

$

HOU03: t 2¿16958.3 -6-



EXHIBIT A

METES AND BOUNDS DESCRIPTION - TRACT I ('TRACT ONE')1,3935 ACRE TRACT OF LAND

OUT OF THEWILLIAM BIRCH SURVEY, A-74MONTGOMERY COUNTY, TEXAS

All that certain 1)935 acre tract of land out of the William Birch Survey, A-74 and being the

residueof thatcertain 1.3979 acreffactof landdescribedinadeeddated05-13-1991 (ExhibitA-1), from KRTS, Inc. to Williarn Marsh Rice University filed in the Official Public Records ofReal Property of Montgomery County, Texas at Clerk File Number 9L26083 and being out of a

called 53.9991acre tract of land described in a deed dated 09-30-1983 from M.R. Carr, Trustee

to Kingwood Faith Fellowship, Inc. filed in the Official Public Records of Real Property ofMontgõmery County, Texas at Clerk File Number 8348344 and being more particularly

described by metes and bounds as follows, all coordinates and bearings being referred to the

Texas Coordinate System of 1983, South Central Zone. All coordinates reflect grid values andmay be converted to surface by applying a combined scale factor of 1.00001597474.

COMMENCING at a set PK nail in asphalt in the west right-of-way line of Sorters Road

marking the northeast comer of said called 53.9991acre tract, Thence S 87o 50'29" W- L939.22',

with the north line of said tract to a set 5/8" iron rod with cap marking the POINT OF

BEGINNING of the herein described tract having coordinates of Y=13953774.89, X=3t50467.71:

THENCE S 27'55' 18" W - 374.11', with an east line of a called 10.70 acre tract of land

described in a deed dated 07-18-2007 from Sandfill Corporation to Hannover Estates, Ltd. filedin the Official Public Records of Real Property of Montgomery County, Texas at Clerk File

Number 2007-084753 to a set 5/8" iron rod with cap for corner;

THENCE N 32o 04' 42" W - 374.10', with a west line of said 10.70 acre tract to a set 5/8" iron

rod with cap for corner;

THENCE N 87o 50' 27" E - 374.47', with the north line of the aforementioned 53.9991 acrc tlact

to the POINT OF BEGINNING containing 1,3935 acres (60,699 square feet) of land morc or

less.

HOUO3: I 24ó958.3 -7-



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Exhibit 3

Form of Special Warrantv Deed



EXHIBIT 3

FORM OF SPECIAL \ryARRÄNTY DEED

SPECIAL WARRANTY DEED

THE STATEOFTEXAS

COUNTY OF MONTGOMERY

$

$ KNOV/ ALL MEN BY THESE PRESENTS:

$

THAT WILLIAM MARSH RICE UNIVERSITY, a Texas non-profit corporation("Grantor"), for and in consideration of the sum of Ten Dollars ($10.00) cash and other good and valuable

consideration to it paid by UNIVERSITY OF HOUSTON SYSTEM, a system of public institutions ofhigher education and agencies of the State of Texas under Chapær t 1l of the Texas Education Code

("Grantee"), has GRANTED, SOLD, CONVEYED and ASSIGNED, and by these presents does

GRANT, SELL, CONVEY an<I ASSIGN, unto Grantee (i) that ceúain approximately 1.3935 acre tract ofland located in Montgomery County, Texas, described as "Tract l" in ExhibitA hereto, by reference

made a paÉ hereof (the "Land"), (ii) thât certain non-exclusive easement covering land in Montgomery

County, Texas, described as "Tract 2" in said Exhibit A (the "Easement Agreement"), and (iii) allbuildings and improvements located on the Land and the land covered by the Easement Agreement (all oftle foregoing being hereinafter referred to, collectively, as the "h'operty") and any guy wire anchors

located outside the Land, together with all rights, privileges, appurtenances, and, to the extent assignable,

licenses, permits and utilities pertaining to the Property, including all of Grantor's right, title and interest

in any minerals, improvements and buildings on or under the Property and any streets, alleys, strips, gores

and rights-of-way adjacent to or appurtenant to the Property.

This conveyance is made by Grantor and accepted by Grantee subject to the matters set

forth in Exhibit B hereto, by reference made a paÍ hereof (hereinafter refened to, collectively, as the

"Permitted Encumbrances"), to the extent that the same remain in effect and are valid and enforceable.

GRANTEE, BY ACCEPTANCE OF THIS DEED, ACKNOWLEDGES THAT TT HAS

FTILLY EXAMINED AND INVESTIGATED TO ITS FULL SATISFACTION TFIE PHYSICALNATURE AND CONDMION OF T}IE PROPERTY AND ACCEPTS TFIE SAME IN MS PRESENT..AS IS,'' "WHERE IS,'' "'WTTH ALL FATILTS'' CONDITION. GRANTEE ACKNOWLEDGESTHAT, OTIIER THAN THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION

9 OF THAT CERTAIN ASSET PIJRCHASE AGREEMENT DATED 2OIO, BY ANDBETWEEN GRANTOR AND GRANTEE, AS THE SAME HAS BEEN AMENDED, AND THESPECIAL WARRANTY OF TITLE CONTAINED IN THIS DEED (SAID REPRESENTATIONS ANDWARRANTIES BEING HEREINAFTER REFERRED TO AS THE "E>(PRESS WARRANTES''),NEITI{ER GRANTOR NOR ANY AGENT, EMPLOYEE, ATTORNEY OR REPRESENTATIVE OF

GRANTOR HAS MADE ANY OTHER REPRESENTATIONS OR WARRANTIES, WHETHEREXPRESS, IMPLIED OR OTI{ERWISE, REGARDING TTIE PROPERTY OR THE CONDITIONTT{EREOF, INCLUDING ANY MPLIED WARRANTY OF MERCHANTABILITY OR FITNESS

FOR ANY PARTICULARPTIRPOSE,

THESUITABILTTY OF TTIE PROPERTY FOR ANY USES OR

PURPOSES CONTEMPLATED BY GRANTEE OR ANY OTHER MATTER PERTAINING TO THEPROPERTY. EXCEPT FOR T}IE EXPRESS WARRAN'TIES, GRANTOR E)GRESSLY DISCLAIMSALL OTHER WARRANTIES RELATING TO TTIE PROPERTY, EXPRESS OR IMPLIED.

TO HAVE AND TO HOLD the Property, together with all and singular the rights and

appurtenances thereto in anywise belonging, unto the said Grantee, its successor and assigns, forever; and,

subject to the Permitted Encumbrances, Grantor does hereby bind itself and its successors to WARRANT

HOU03:124ó958.3 -8-



and FoREVER ÐEFEND all and singular the Property unto the said Grantee, its successors and assigns,

against every person whomsoever tarifutty claiming oi to ctaim the same, or any part thereof, by, through

or under Grantor, but not otherwise.

EXECUTED this

-

day of --,20-'WILLIAM MARSH RICE UNIVERSÍTY' A

Texas nonprofit corPoration

Name:Title:

The mailing address of Grantee is as follows:

University of Houston SYstem

Attention:

THESTATEOFTEXAS $

$

COUNTY OF HARRIS $

Tlris instrument was acknowledged before me on the

-day of

-

' 2O-., byof William Marsh

Rice University, a Texas nonprofit corporation, on behalf of said corporation.


Printed or Typed Name of NotarY

My Commission ExPires:

By:

HOU03:1246958.3 -9-



EXHIBIT A

TRACT 1: Description of the Land:

AII that certain I .3935 acre tract of land out of the Williarn Birch Survey ,^-74

and being the residue of

thar ceftain 1.3g7g acre tract of land described in a deed dated 06-13-1991 (Exhibit A-1), from KRTS'

lnc. to William Marsh Rice University fited in the Official Public Records of Real Property of

Montgomery County. Texas at Clerk File Number 9126083 and being out of a called 53.9991 acre tract of

land described in a deed dated 09-30-1983 from M.R. Carr, Trustee to Kingwood Faith Fellowship, Inc'

filed in the Official Public Records of Real Property of Montgomery County, Texas at Clerk File Number

g34g344 and being more particularly describèd by metes and bounds as follows, all coordinates and

bearings being refened to ìhe Texas Coordinate System of 1983, South CentralZnne. All coordinates

reflect- grid values and may be converted to surface by applying a combined scale factor of

1.00001597474.

COMMENCING at a ser PK nail in asphalt in the west right-of-way line of Sorters Road marking the

northeast corner of said called 53.9991 acre tract, Thence S 87", 50' 29" W-1939.22' , with the north line

of said tract to a set 5/g" iron rod with cap marking the PoINT OF BEGINNING of the herein described

tract having coordinates of Y= 1 3 95 3 7 7 4.89, X=3 1 50467 -7 I ;

THENCE S 27. 55' 18" W - 374.71' , with an east line of a called 10.70 acre tract of land described in a

deed dated o7-tg-2007 from Sandfill Corporation to Hannover Estates, Ltd. filed in the Official Public

Records of Real Property of Montgomery ðounty, Texas at Clerk File Number 2007 -084753 to a set 5/8"

iron rod with cap for comer;

THENCE N 32" 04' 42'W - 374.10' , with a west line of said 10.70 acre tract to a set 5/8" iron rod with

cap for corner;

TTIENCE N g7" 50' 27. E - 374.41" with the north line of the aforementioned 53.9991 acre tract to the

POINT OF BEGINNING containing 1.3935 acres (60,699 squarc feet) of land more or less.

Compiled from surveY bY:

PREJEAN & COMPANY,INC.Surveyirig / MapPing9t13t2010

HOU03: I 246958.3



TR.A.CT 2: Description of Easement Tract:

That certain 20' easement recorded under File Numbers 8535391 and 9112026 of the Real Property

Records of Montgomery County, Texas, and described in a deed dated 06-13-1991 (Exhibit A-2), from

KRTS,lnc. to William'ltarsh iìice University filed in the Official Public Records of Real Properry of

Montgornery County, Texas, at Clerk File Number 9t26083, covering land therein described, which land

fras sibsequently been described in a survey dated July 27 ,2010 (revised August 4, Z0l0 and August I 2'

2010), prepared by Prejean & Company, Inc., as follows:

All that cenain 0.8930 acre tract of land out of the TVilliam Birch Survey, A-74, and being out of a called

53.9991 acrc tmct of land described in a deed dated 09-30-1983 from M.R. Carr, Trustee to Kingwood

Faith Fellowship, Inc. filed in the Official Public Records of Real Property of Montgomery County,

Texas at Clert þile Number s348344 and being more particularly described by metes and bounds as

follows, all coordinates and bearings being referred to the Texas Coordinate System of 1983, South

Central Zone. All coordinates reflect grid values and may be converted to surface by applying a

combined scale factor of 1.00001597474.

BEGINNING ar a set PK nail inasphalt

inthe west right-of-way line of Sorters Road marking the

northeast corner of said called 53:999f acre tract having coordinates of Y=13953774.89,X=315M67 '71:

TI-IENCE S 2o 34' 42" E - 20.00', with said west right-of-way line to a point for corner;

TI{ENCE S 87" 50' 29" W - 1950'95' to a point for corner;

THENCE N 27" 55' 18" E - 23.11', with an east line of a called 10.70 acre tract of land described in a

deed dated 07-lg-200i from Sandfill Corporation to Hannover Estates, Ltd. filed in the official Public

Records of Real Property of Montgomery Òounty, Texas at Clerk File Number 2W7-084753, to a set 5/8"

iron rod with cap for comer;

THENCE N 87" 50' 29" E - lg3g.22' , with the north line of the aforementioned 53.9991 acre tract to the

POINT OF BEGINNINGconraining 0.8930 acres (38,901 square feet) for Roadway Easement more or

less.

FIOUO3: 1 24ó958.3



EXHIBITB

PERMITTED ENCUMBRANCES

L An undivide d 50Va of all of the oil, gas and other mineralsin and under the herein described

property, including royalties, bonuses, rentais and all other rights, reserved by Knox L' Hamon, in

insirument recordèd in Volume 92l,Page 4O6 of the Deed Records of Montgomery County, Texas,

together with all rights, express or implied in and to the property herein described, arising out of or

"o-n,rr.t",lwith saiã intereit and reservation, reference to which instntment is hele made for all purposes'

Z. An undivided 3/4 of all of the oil, gas and other minerals in and under the herein described

property, including royalties, bonuses, t"ntuls and all other rights, rcserved by Julian Hul9l' et al in

instrurnent recordéd in the Real Property Records of Montgomery County, Texas, under Fiþ No.

g34g34¡,together with all rights, eipr".. or implied in and to the property herein described, arising out of

or conne"ted with said interest and ràservation, reference to which instrument is here made for all

purposes.

3. Ingress and Egress easemerlt as set out in Warranty Deed dated October 12, 1988, fromKingwoodlaith Fellowship, krc. to euinton A. Sieck d/b/a Meadows Floors, Inc., d/b/a Riverclub liVater

Weñ Company of PoÉer, T"*u., recorded in the Real Property Records of Montgomery County, Texas,

under Couity Clerk's File No. 8851999, and all of rhe terms, conditions and stipulations contained therein

(affects Tract2 (Easement) only).

4. Gulf States Utilíties Company Easement 26 feetwide as set forth in instrument dated April 4,

1991, recorded in the Real properiy {ecords of Montgomery County, Texas, under County Clerk's File

No. 9l 15883.

5. Terms and provisions of that certain 20' easement recorded under File Numbers 8535391 and

gll10¡6of the Real Property Records of Montgomery County, Texas, and described in a deed dated

06,13-1991 (Exhibir R-d), rrom KRTS, Inc. to witt¡am Marsh Rice University filed in the official Public

Records of Real Property of Montgomery County, Texas, at Clerk File Number 9126083, covering landtherein described. (As to Tract 2)

6. Drill Site Agreement as set forth in deed recorded in the Real Property Records of Montgomery

Counry, Texas, undãr County Clerk s File No(s). gl12027, corrected by 9150883, and all of the terms,

conditions and stipulations contained therein.

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