AMENDMENT TO AGREEMENT OF SALE (O&L)
------------------------------
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 the
Xxxxxxx Broadcasting of Eastern North Carolina, Inc., a North Carolina
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 WKML-FM (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 amended and restated as
follows:
WHEREAS, Seller owns certain real and personal property comprising one
parcel of real property and two (2) communications tower facilities, one of such
towers a one thousand and twenty-three (1023) foot tower (the "Stainless
Tower"), and the second a five hundred (500) foot tower (the "Sabre Tower," and
together with the Stainless Tower, called collectively herein the "Towers"),
located in Saddletree Township, North Carolina and used in connection with the
operation of radio broadcast station WKML-FM (the "Tower Site").
2. The first sentence of Section 5(d) of the Agreement is amended and
restated as follows:
Buyer and Seller acknowledge that certain of the Towers are occupied,
or will be occupied, by various tenants pursuant to tower leases between third
party lessees and the Seller, for space on certain of the Towers, such tower
leases all made effective prior to the effective date of this Agreement and
shall include without limitation: (x) with respect to the Stainless Tower, that
certain Lease Agreement, dated December 1, 1993, by and between Seller and
Professional Communications ("Professional"), such agreement leasing to
Professional tower space located at seven hundred seventy (770) and eight
hundred (800) feet, respectively, from ground level (the "Professional Lease"),
and (y) with respect to the Sabre Tower, that certain Lease Agreement, dated
October 16, 1998, by and between Seller and BellSouth Telecommunications, Inc.,
("BellSouth"), such agreement leasing to BellSouth tower space located at four
hundred eighty (480) feet above ground level (the "BellSouth Lease," and
together with the Professional Lease, collectively called herein the "Tower
Leases").
3. The first sentence under the section heading "WKML-FM TOWER" in
Exhibit A is hereby amended and restated as follows:
(1) That certain one thousand (1000) foot communications tower
manufactured by Stainless and located at the coordinates 34'46' 50.226"N, 79'02'
44.445"W on the tract of land described below and (2) that certain five hundred
foot (500) communications tower manufactured by Sabre and located at the
coordinates 34'46' 51.284"N, 79'02' 40.009"W on that tract of land described
below:
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 NORTH CAROLINA.
[Signature page follows]
2
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 EASTERN NORTH CAROLINA,
INC..
By: __________________________________
Name: Xxxxxx X. Xxxxxxx
Title: Chief Executive Officer
BUYER:
XXXXXXX FAMILY TOWERS, INC.
BY: __________________________________
Name: B. Xxxxxxxx Xxxxxxx
Title: Secretary
3
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 Eastern
North Carolina, Inc., a North Carolina corporation (the "Lessee").
WITNESSETH:
WHEREAS, Lessor and Lessee entered into the Lease whereby Lessee
leased from Lessor antenna space on two (2) communications tower facilities
(each a "Tower" and collectively the "Towers"), and space in a transmitter
building, each used in the operation of radio broadcast station WKML-FM, such
Towers and transmitter building space 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 and the
transmitter building space 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 described on
Exhibit A attached hereto, one of such towers a one thousand and twenty three
(1023) foot tower (the "Stainless Tower"), and the second a five hundred (500)
foot tower (the "Sabre Tower," and together with the Stainless Tower, called
collectively herein the "Towers"), together with other improvements on a certain
tract of real estate located in Saddletree Township, North Carolina and
described in Exhibit B attached hereto (hereinafter referred to as the "Tower
Site"; the term "Tower Site" shall also include any appurtenant easements or
improvements on such land, including, without limitation, any buildings or other
structures, but not including that certain transmitter building owned by a
tenant of Lessor);
8. Section 2.01(a) of the Lease is hereby amended and restated as
follows:
(a) Space on the Towers, as more fully described in Exhibit C
hereto, for the purpose of the broadcast transmission of WKML-FM, Saddle
Township, North Carolina, such leasehold interests subject to: (x) with respect
to the Stainless Tower, that certain Lease Agreement, dated December 1, 1993, by
and between Seller and Professional Communications ("Professional"), such
agreement leasing to Professional tower space located at seven hundred seventy
(770) and eight hundred (800) feet, respectively, from ground level (the
"Professional Lease"), and (y) with respect to the Sabre Tower, that certain
Lease Agreement, dated October 16, 1998, by and between Seller and BellSouth
Telecommunications, Inc., ("BellSouth"), such agreement leasing to BellSouth
tower space located at four hundred eighty
4
(480) feet above ground level (the "BellSouth Lease," and together with the
Professional Lease, collectively called herein the "Tower Leases").
9. The second sentence of Section 13.01 of the Lease is hereby
deleted.
10. The last sentence of Section 14.01 of the Lease is hereby
deleted.
11. The penultimate sentence of Section 14.03 of the Lease is hereby
deleted.
12. The text of Exhibit A is amended and restated as follows:
(1) That certain one thousand (1000) foot communications tower
manufactured by Stainless and located at the coordinates 34'46' 50.226"N, 79'02'
44.445"W on the tract of land described below and (2) that certain five hundred
foot (500) communications tower manufactured by Sabre and located at the
coordinates 34'46' 51.284"N, 79'02' 40.009"W both such towers situated on that
certain tract of land described on Exhibit B herein:
13. The text of Exhibit C of the Lease is amended and restated as
follows:
(1) One (1) Stl Xxxx 6 antenna located five hundred (500) feet from
ground level on the Stainless Tower.
(2) One (1) side-mounted Xxxxx receiving antenna located eight
hundred seventy (870) feet from ground level on the Stainless
Tower.
(3) One (1) Xxxxxxx Labs 8 bay Antenna located on top of the
Stainless Tower.
14. The text of Exhibit D of the Lease is amended and restated as
follows:
One (1) concrete block transmitter building with approximately six
hundred thirty (630) square feet of interior space. Lessee maintains a
transmitter which occupies approximately two hundred (200) feet of the interior
space of the transmitter building and the tenant under the Tower Lease maintains
a transmitter which occupies approximately two hundred (200) feet of the
interior space of the transmitter building.
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 NORTH CAROLINA.
[Signature page follows]
5
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 EASTERN NORTH CAROLINA,
INC.
By: ___________________________________
Name: Xxxxxx X. Xxxxxxx
Title: Chief Executive Officer
6
