Free Memorandum in Support of Motion - District Court of Connecticut - Connecticut

Case 3:03-cv—OO459-PCD Document 42-6 Filed 1_0/29/2004 ii Fage 1 of 2
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I LHLU OFFICE OF MICHFIEL H. BROLUN
25 FORD BOHD · 2*** FLOOR
' UJESTPORT. c0NNeCntuT mano
Tet (203) 991-0314 `
_ FFIX (203) 2224833
August 9, 2002 I -
BY FAX AND FIRST CLASS MAIL
john WZ Wolfe, Esq.
Cameron an Mittlemzm LLP , V
56 Exchange Terrace
Providence, Rhode Island 02903
Re: Crossroads Communications of Old Saybrook, LLC — Tower Ventures, Inc.
Dear John:
K I am to you on behalf .0f client Crossroads (Comunmicatimm of Old Saybrook,
LLC ("Crossroads”). * ·
I Crossroads is in receipt of a letter from Robert ji Mancini of Tower Ventures, Inc. ("TV1") t
dated August 7, 2002, a copy of which is attached hereto.
As in that letter, capitalized terms not otherwise defined herein shall have the respective
meanings ascribed to such terms in that Agreement Re: Loan Repayment; Mortgage
Discharge and Tower Site Lease (the “Agx·eeme.¤t") dated September 20, 2001 by and
between Crossroads and TVI.
Section 8 of the Agreement does provide that if all of the Conditions Precedent have not
been satisfied by july 31, 2002, then either Crossroads or TVI may rerrrrimre the Agreernem;-
That right of termination, however, is made expressly conditional, “ . . . so long as the
terminating pany is not then in material breach of this Agreernent?
TVI is in material breach of the Agreement. Pursuant to Section 1 thereof, “Up¤n enmcutiou
:mddelivery0ft.hisAgreem:¤tlgyeacho{ thepm1:iesheret:o,`I°VIshall applyforas
expeditiously as possible, but in no event later than forty-five (45) days after the execution of
this Agreement by each of the parties hereto, all . . . Approvals?
TVI failed to apply for such Approvals within such forty-Eve (45) day period. That delay
constitutes a material breach of the Agreement and is a proximate cause of the failure to
DEFENDANT’S
EXHIBIT
tL__
J v <· b· 3- oa _
CR 0409

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A have obtained all required Approvals, and thereby to have satisfied the Conditions Preoedent,
by July 3 1, 2002.
Accordingly TVI’s attempted termination of the Agreement is hereby rejected on behalf of
Crossroads, which reserves to itself all rights and remedies available to it under the
Agreement and under applicable law c
With respect to the statement in the second paragraph of Mr. Maccinis August 7 letter that
it appears that the applications for local Old Saybrook approvals will be denied, that ·
is simply not true. Using the local prestige and personal help of Don DeCesare, President of
Crossroads, TVI has made application to four (4) boards and commissions in the Town of
Old Saybrook. Three (3) of those applications have been unanimously approved, The fourth
is to be hoard beginning August 19.
Y Nk,Mng¢iniisweHnwuc0fthcsefncmHcshouldals0bezwuethatl0calcmumclhassztiti
that he expects final approval of the pending application by September 23.
Should the pending application be withdrawn or dropped so close to a suooessful outcome,
the business interests of Crossroads would be materially and irreparably damaged;
furthermore, Mr. DeCesare‘s personal reputation in the Town and reéon would also be
seriously and materially damaged.
In aocordance with the Crossroads will expect TVI, at its cost, thoroughly and i
to assist local counsel with the pending application and to contimne doing so to its
5nalappmval.MnDeOesamisdirecdngcomsdasser&vdytoasstue'IWH’stmal
cooperation.
Please call me today if at all possible. I will be on a short vacation next week, but will be
bacls in the office on Frida; August 16, 2002.
Vo? truly Yours.
Michael K. Brown
cc. Don De(,¤1re‘/
Tomt. P. @3
CR 041 0