AMENDMENT TO AGREEMENT OF SALE
------------------------------
This Amendment (this "Amendment"), to that certain Agreement of Sale,
by and between the parties hereto, dated as of February __, 2000 (the
"Agreement"), is made as of this ___ day of December 2000, by and between
Xxxxxxx Broadcasting of Augusta, Inc., a Delaware corporation (the "Seller"),
and Xxxxxxx Family Towers, Inc., a Delaware corporation (the "Buyer").
WITNESSETH:
-----------
WHEREAS, Seller and Buyer entered into the Agreement whereby Buyer
purchased from Seller two (2) communications tower facilities used in the
operation of radio broadcast station WGAC-AM (each a "Tower" and collectively,
the "Towers") and certain personal property belonging to Seller and associated
with the Towers;
WHEREAS, Seller and Buyer desire to amend the Agreement in certain
respects to clarify the nature of the assets sold pursuant to the Agreement;
NOW, THEREFORE, in consideration of the mutual premises contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Buyer and Seller, intending to be
legally bound hereby, agree as follows:
1. The first recital of the Agreement is hereby amended and restated
as follows:
WHEREAS, Seller owns two (2) communications towers used in the
operation of radio broadcast station WGAC-AM (the "Daytime Tower" and the
"Nighttime Tower", and collectively called herein the "Towers"), the Daytime
Tower situated on a certain tract of land which Seller leases from a third party
(such tract of land called herein the "Daytime Tower Site"), and the Nighttime
Tower situated on a certain tract of land which Seller leases from a third party
(such tract of land called herein the "Nighttime Tower Site", and together with
the Daytime Tower Site, collectively called herein the "Tower Sites"), the
Daytime Tower and the Daytime Tower Site are more particularly described on
Exhibit A attached hereto and the Nighttime Tower and the Nighttime Tower Site
are more particularly described on Exhibit B attached hereto;
INDEX OF EXHIBITS
-----------------
The first two (2) Exhibit listings in the Index of Exhibits are
amended and restated as follows:
Exhibit A Description of Daytime Tower and Daytime Tower Site
Exhibit B Description of Nighttime Tower and Nighttime Tower Site
2. Exhibit A of the Agreement is hereby amended and restated as
shown on Exhibit 1 of this Amendment.
3. Exhibit B of the Agreement is hereby amended and restated as
shown on Exhibit 2 of this Amendment.
4. Except as expressly provided herein, the Agreement shall continue
to be, and shall remain, in full force and effect. Except as expressly provided
herein, this Amendment shall not be deemed to be a waiver of, or consent to, or
a modification or amendment of, any other term or condition of the Agreement.
5. For the convenience of the parties, this Amendment may be
executed in one or more counterparts, each of which shall be deemed an original
for all purposes.
6. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAW PROVISIONS) OF
THE STATE OF GEORGIA.
[Signature page follows]
IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound,
have caused this Amendment to be duly executed on the day and year first written
above.
SELLER:
XXXXXXX BROADCASTING OF AUGUSTA, INC.
By: _________________________________
Name: Xxxxxx X. Xxxxxxx
Title: President
BUYER:
XXXXXXX FAMILY TOWERS, INC.
By: _________________________________
Name: B. Xxxxxxxx Xxxxxxx
Title: Secretary
EXHIBIT 1
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EXHIBIT A
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DESCRIPTION OF DAYTIME TOWER AND DAYTIME TOWER SITE
WGAC-AM
That certain Four Hundred Thirty-Five (435) foot radio broadcast tower
situated on that tract of land more particularly described as follows:
[INSERT LEGAL DESCRIPTION]
EXHIBIT 2
---------
EXHIBIT B
---------
DESCRIPTION OF NIGHTTIME TOWER AND NIGHTTIME TOWER SITE
That certain Two Hundred Sixty-Two (262) foot radio broadcast tower
situated on that tract of land more particularly described as follows:
[INSERT LEGAL DESCRIPTION]
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AMENDMENT TO LEASE AGREEMENT
-----------------------------
This Amendment (this "Amendment"), to that certain Lease Agreement, by
and among the parties hereto, dated as of February __, 2000 (the "Lease"), is
made as of this ___ day of December 2000, by and between Xxxxxxx Family Towers,
Inc., a Delaware corporation (the "Lessor"), and Xxxxxxx Broadcasting of
Augusta, Inc., a Delaware corporation (the "Lessee").
WITNESSETH:
-----------
WHEREAS, Lessor and Lessee entered into the Lease whereby Lessee
leased from Lessor two (2) communications tower facilities (each a "Tower" and
collectively, the "Towers"), each used in the operation of radio broadcast
station WGAC-AM, such Towers used for the purpose of Lessee's radio broadcast
transmission activities;
WHEREAS, Lessor and Lessee desire to amend the Lease in certain
respects to clarify the nature of the leasehold interest in the Towers obtained
by Lessee pursuant to the Lease;
NOW, THEREFORE, in consideration of the mutual premises contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Lessor and Lessee, intending to be
legally bound hereby, agree as follows:
7. The first recital of the Lease is amended and restated as
follows:
WHEREAS, Lessor owns two (2) communications towers, the first of such
towers described on Exhibit A attached hereto (the "Daytime Tower"), and located
on a certain tract of real estate located in Augusta, Georgia described in
Exhibit B attached hereto (hereinafter referred to as the "Daytime Tower Site");
and the second of such towers described on Exhibit C attached hereto (the
"Nighttime Tower" and together with the Daytime Tower, collectively called
herein the "Towers"), such Nighttime Tower located on a certain tract of real
estate located in North Augusta, South Carolina and described in Exhibit D
attached hereto (hereinafter referred to as the "Nighttime Tower Site", and
together with the Daytime Tower Site, collectively called herein the "Tower
Sites"; the term "Tower Sites" shall also include any appurtenant easements on
each of such tracts of land);
8. The second sentence of Section 13.01 of the Lease is hereby
deleted.
9. The last sentence of Section 14.01 of the Lease is hereby
deleted.
10. The penultimate sentence of Section 14.03 of the Lease is hereby
deleted.
11. Exhibit A of the Lease is amended and restated as follows:
DESCRIPTION OF DAYTIME TOWER
WGAC-AM
That certain Four Hundred Thirty-Five (435) foot tower situated on a
tract of land described on Exhibit B herein.
12. Exhibit B of the Lease is amended and restated as shown on
Exhibit 1 to this Amendment.
13. Exhibit C of the Lease is amended and restated as follows:
DESCRIPTION OF NIGHTTIME TOWER
WGAC-AM
That certain Two Hundred Sixty-Two (262) foot tower situated on a
tract of land described on Exhibit D herein.
14. Exhibit D of the Lease is amended and restated as shown on
Exhibit 2 to this Amendment.
15. Except as expressly provided herein, the Lease shall continue to
be, and shall remain, in full force and effect. Except as expressly provided
herein, this Amendment shall not be deemed to be a waiver of, or consent to, or
a modification or amendment of, any other term or condition of the Lease.
16. For the convenience of the parties, this Amendment may be
executed in one or more counterparts, each of which shall be deemed an original
for all purposes.
17. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAW PROVISIONS) OF
THE STATE OF GEORGIA.
[Signature page follows]
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound,
have caused this Amendment to be duly executed on the day and year first written
above.
LESSOR:
XXXXXXX FAMILY TOWERS, INC.
BY: ____________________________________
Name: B. Xxxxxxxx Xxxxxxx
Title: Secretary
LESSEE:
XXXXXXX BROADCASTING OF AUGUSTA, INC.
BY: ____________________________________
Name: Xxxxxx X. Xxxxxxx
Title: President
