EXHIBIT 10.83.1
FACILITY
LEASE AGREEMENT
This Lease is made and entered into as of this 1st day of July
2003 by and between Xxxxxx Communications Corporation, a Delaware corporation
(hereinafter referred to as "Lessee"), and The Christian Network, Inc., a
Florida non-profit Corporation (hereinafter referred to as "Lessor").
W I T N E S S E T H
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WHEREAS, Lessor owns a facility in Clearwater, Florida, that
is conducive for television production and distribution; and
WHEREAS, Lessee's business involves the production, assembly
and uplinking of programming for Lessee's television network programming,
currently known as PAX TV, together with such successor or new programming
services provided by Lessee to owned and/or affiliated television stations (the
"PAX Programming Service"); and
WHEREAS, Lessee desires to lease a certain portion of Lessor's
facilities in Clearwater, Florida, from which to conduct its business, and
WHEREAS, Lessor and Lessee desire to set forth the terms and
conditions under which Lessor will lease space and facilities to Lessee.
NOW, THEREFORE, in consideration of the foregoing recitals,
which shall be deemed to be incorporated herein as an integral part of this
Agreement and not mere recitals hereto, and of the mutual covenants and
agreements and the terms and conditions set forth in this Lease, and other good
and valuable consideration the receipt of which is hereby acknowledged, the
parties agree as follows:
1. TERM.
(a) INITIAL AND RENEWAL TERMS. Lessee shall have the right to
occupy and utilize the Leased Premises (as described in Exhibit "A") for an
Initial Term commencing at 12:00 A.M. on July 1, 2003 (the "Commencement Date")
and expiring June 30, 2008 (the "Initial Term"), unless this Lease is sooner
terminated as hereinafter provided.
This Lease will be automatically renewed for an additional
term of five (5) years (the "Renewal Term"), unless at least one year prior to
the expiration of the Initial Term, Lessor or Lessee shall have provided written
notice to the other stating that they do not intend to renew this Lease for a
Renewal Term.
(b) HOLDING OVER. If Lessee or anyone claiming under Lessee
shall remain in possession of the Leased Premises or any part thereof after the
expiration of the Initial Term or any Renewal Term without any agreement in
writing between the Lessor and Lessee with respect thereto, prior to acceptance
of rent by Lessor, the person remaining in possession shall be deemed a tenant
at sufferance, and, after acceptance of rent by Lessor, the party remaining in
possession shall be deemed a tenant from month to month, subject to the
provisions of this Lease. The rental during any such period shall equal to one
hundred one hundred twenty-five percent (125%) of the rental in effect
immediately preceding such expiration.
2. RENT AND OTHER PAYMENTS AND SERVICES
(a) RENT. Lessee covenants and agrees to pay Lessor for the
Leased Premises, monthly Rent in the amount of Sixteen Thousand, Seven Hundred
Dollars and Zero Cents ($16,700.00) ("Rent"), plus applicable Florida state
sales tax, for the period beginning with the month first following the
Commencement Date and continuing for twelve months thereafter.
Upon each successive annual anniversary date of the
Commencement Date for the Initial Term the Rent to be paid by Lessee to Lessor
for the following twelve-month period shall be increased by an amount determined
by multiplying the Rent by the percentage increase, if any, in the U.S.
Department of Labor, Bureau of Labor Statistics, Revised All-Cities Consumer
Price Index for the Tampa/St. Petersburg/Clearwater, Florida area (the "CPI")
published immediately prior to each successive anniversary date over the CPI
published immediately prior to the Commencement Date. In no event shall the
annual Rent to be paid by Lessee during the Initial Term or any Renewal Term be
less than the Rent.
If the CPI ceases to exist or is substantially changed, Lessor
and Lessee shall agree to substitute a similar index.
(b) OPERATING EXPENSES. Lessee shall pay the following
Operating Expenses: all taxes, assessments, and other governmental charges, all
utility charges, all premiums on insurance policies required by the terms
hereof, and all other expenses and charges which, during the term hereof, shall
arise, be levied, assessed, charged or imposed upon or with respect to, or be
incurred in connection with, the ownership, possession, use, occupation,
operation, maintenance, repair or alteration of the Leased Premises, (excluding
income taxes) it being the purpose and intent of the Lessor and the Lessee that
the rent shall be absolutely net to the Lessor so that this Lease shall yield,
net to Lessor, the rent specified in each year during the term hereof and all
renewal terms, if any. The Lessee agrees to indemnify and save the Lessor
harmless from and against all damages, liability, costs and expenses which may
be incurred or sustained by Lessor by reason of the nonpayment of the additional
rent by Lessee.
(c) PAYMENT. All monthly payments of Rent, Operating Expenses,
or other sums due Lessor hereunder shall be sent to or made at the offices of
Lessor designated in Section 17 hereof, or such other place as may be designated
by Lessor from time to time. Rent shall be due in advance on the first day of
each month; Operating Expenses and all other sums due Lessor shall be due within
twenty (20) days of receipt of Lessor's invoice.
Except as otherwise specifically provided herein, installments
of Rent during the Initial Term shall be paid in advance in United States
Dollars (without prior notice or invoice by Lessor).
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(d) SERVICES. Lessee shall provide, as additional
consideration hereunder, uplink and assembly services for one channel of
Lessor's satellite delivered programming. Lessee agrees to share with Lessor, at
no additional cost to Lessor, its satellite uplinking equipment located at the
Leased Premises including transponder time on the satellite used by Lessee for
the PAX Programming Service, unless and to the extent the sharing of such
equipment or transponder time is a default or breach under any equipment or
satellite services provider agreement with Lessee. Notwithstanding the
foregoing, Lessee's use of the uplink facility and the transponder time will be
superior to any use by Lessor of these items and Lessee's obligations under this
Section 2(d) shall cease without any liability to Lessor if and when Lessee, in
its sole discretion, at any time during the term hereof, decides to discontinue
the operation and distribution of the PAX Programming Service from the Lease
Premises. Except, and to the extent the same is prohibited under the terms of
any agreement between Lessee and any equipment or satellite service provider,
Lessee will uplink one channel of Lessor's programming (in a standard definition
format with accompanying audio) on a 24 hour, seven days per week basis.
Notwithstanding anything to the contrary contained herein, in no event shall
Lessee be liable in any way, including direct or consequential damages, to
Lessor for any failure in providing distribution, uplink or assembly services
for Lessor's satellite delivered programming, except to the extent such failure
is the result of intentional misconduct or gross negligence of Lessee.
3. USE OF ASSETS
(a) Lessee shall have the right to use the Leased Premises
only for the purpose of television production primarily for PAX Programming
Services and associated activities and for the operation of satellite transmit
and receive antennas, uplinks and associated equipment related to Lessee's
operations (the "Business").
(b) Lessee accepts the Leased Premises in their present
condition ("as is") and agrees that it will take good care of the Leased
Premises, subject to reasonable wear and tear, and that Lessee will return the
Leased Premises to Lessor in the same condition as said Leased Premises were in
at the time control was turned over to Lessee, subject to reasonable wear and
tear, and damage done by Lessor, if any. Furthermore, at Lessor's option, Lessee
at its sole cost and expense shall remove or change all alterations made
pursuant to Section 5(a) hereof so as to return said Leased Premises to Lessor
in said same condition, subject to this subsection 3(b). Lessee agrees that it
will comply with all laws, ordinances, orders, rules, regulations or
requirements of all governmental authorities which are applicable to its use of
the Leased Premises.
(c) Lessee shall have a right of access to the Leased Premises
(i) as may be necessary or appropriate to operate the Business and (ii) at all
times for inspection, repair, maintenance and replacement of its equipment,
provided, however, that such access and activities shall not interfere with the
use of the Leased Premises by Lessor or any other tenant, or interrupt or
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otherwise adversely affect the continued broadcast operation or equipment of
Lessor or any other tenant. Lessor shall have a right of access to the Leased
Premises at all reasonable times, for examination, inspection, emergency repair
or replacement of Lessee's equipment, provided, however, that (except as may be
provided elsewhere in this Lease) Lessor shall take reasonable efforts to see
that such access and activity by Lessor does not interfere with the use of the
Leased Premises by Lessee or any other tenant, or interrupt or otherwise
adversely affect the continued broadcast operation of PAX Programming Service
and the Business.
(d) Lessee, at its own cost and expense, shall obtain and
maintain in effect any and all permits, licenses and approvals that are or may
be required with respect to the operation of the Business or Lessee's equipment
by each governmental authority having jurisdiction over such operation or
equipment.
(e) Lessee acknowledges Lessor's ownership of certain
equipment located on the Leased Premises and further acknowledges that Lessee
has no interest, secured or otherwise, in such equipment, regardless of whether
or not Lessor is in default under this Agreement.
4. UTILITIES. Lessor shall be responsible for the furnishing
of heat, water, electricity or other utilities (the "Utilities") to the Leased
Premises for the benefit of Lessee.
5. ALTERATIONS.
(a) Lessee, at its own expense and subject to the provisions
of Subsection 5(b) hereof, may make such alterations, additions, changes and
improvements (herein called "Alterations") to the Leased Premises as Lessee may
deem necessary or desirable, subject to Lessor's approval, which approval shall
not be unreasonably withheld; provided that said Alterations shall not lessen
the value of the Leased Premises.
(b) Before Lessee may make any Alterations to the Leased
Premises in accordance with the rights granted by Subsection 5(a) hereof, Lessee
shall submit to Lessor written specifications for such Alterations that are
proposed for Lessor's approval. Lessor, within thirty (30) days after receipt by
it of the written specifications, shall notify Lessee whether it approves such
Alterations. If Lessor fails to notify Lessee in writing within such thirty (30)
day period that it disapproves of such Alterations, Lessee may proceed to cause
the Alterations to be made.
6. MAINTENANCE AND REPAIRS.
If the Leased Premises shall be partially damaged by fire or
other cause without the fault or neglect of Lessee or its employees, agents,
visitors or licensees, the Lessor shall proceed forthwith to replace or to
repair the Leased Premises with reasonable diligence at the expense of Lessor;
provided, if the Leased Premises are to be replaced or repaired and are
untenantable in whole or in part following such damage, the rent payable
hereunder during the period in which they are unusable shall be adjusted
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equitably; provided further, however, if the Leased Premises are totally damaged
or rendered wholly unusable by fire or other cause, including, but not limited
to, condemnation, and Lessor shall decide not to replace the same, then, within
ninety (90) days after such fire, casualty or condemnation, Lessor may give
Lessee notice in writing of the decision not to replace, whereupon the Term of
this Lease shall terminate, Lessee shall surrender the Leased Premises to
Lessor, and rent shall be abated for the unexpired portion of this Lease,
effective as of the date of said written notice from Lessor, and Lessor shall
have no further obligation or liability to Lessee. It is agreed that nothing in
this Subsection 6(b) shall require Lessor to replace or to repair any or all
Alterations.
7. INDEMNITY AND INDEMNITY INSURANCE.
(a) Lessee shall indemnify and hold harmless Lessor from any
and all claims, expenses or liabilities, including reasonable attorneys' fees
and court costs, for injuries to or death of persons, or damage to property
arising out of or in connection with Lessee's use of the Leased Premises unless
such expenses are attributed to Lessor's gross negligence or willful misconduct.
Lessee further agrees to defend on behalf of Lessor all legal actions, if any,
arising out of any such claim for such damages. Lessor shall not be liable for
loss or damage sustained by Lessee by reason of business interruption resulting
from any or all acts or omissions of Lessor or violations by Lessor of any or
all terms, covenants or conditions of this Lease.
(b) Lessee agrees that it will, at its expense, obtain and
maintain during the Term of this Lease public liability insurance against claims
of injury to or death of persons, or damage to property arising out of or in
connection with Lessee's use of the Leased Premises, naming Lessee and Lessor as
insured persons. Such public liability insurance shall be with an insurer that
Lessor finds reasonably satisfactory and shall have limits of not less than One
Million Dollars ($1,000,000) with respect to claims of injury to or death of any
number of persons in any one occurrence and not less than Two Hundred Thousand
Dollars ($200,000) for property damage in any one occurrence. Lessee agrees to
name Lessor as a co-insured party on any and all such public liability insurance
policies. Satisfactory evidence of such coverage shall be submitted by Lessee to
Lessor.
8. ASSIGNMENT
(a) LESSEE'S RIGHT TO ASSIGN. Neither this Lease nor any of
the rights, interests or obligations of Lessee hereunder shall be assigned,
encumbered, hypothecated, subleased or otherwise transferred without the prior
written consent of Lessor, which consent shall not be unreasonably withheld.
Upon any approved assignment, all references in this Lease to "Lessee" shall be
deemed to be references to Lessee's assignee and Lessee shall have no further
obligations under the Lease following the closing of such assignment.
Notwithstanding the foregoing, Lessee may assign its rights and obligations
under this Agreement to a wholly owned subsidiary without such consent.
(b) LESSOR'S RIGHT TO ASSIGN. Neither this Lease nor any of
the rights, interests or obligations of Lessor hereunder shall be assigned,
encumbered, hypothecated, subleased or otherwise transferred without the prior
written consent of Lessee which consent shall not be unreasonably withheld. Upon
any such assignment, all references in this Lease to "Lessor" shall be deemed to
be references to Lessor's assignee.
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(c) LESSEE'S APPLICATION FOR CONSENT TO ASSIGN. In the event
that Lessee desires at any time to assign this Lease or to sublet the Premises
or any portion thereof, Lessee shall submit to Lessor, in writing, at least ten
(10) days prior to the proposed effective date of the assignment or sublease (i)
a Notice of Intention to Assign or Sublease, setting forth the proposed
effective date; (ii) the name of the proposed sublessee or assignee; (iii) the
nature of the proposed subtenant's or assignee's business to be carried on in
the Premises; and (iv) such additional information concerning the proposed
assignment or sublease and proposed assignee or sublessee as the Lessor may
reasonably request.
(d) This Lease shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and permitted assigns.
9. CONDEMNATION.
(a) If during the Term of this Lease the Leased Premises or
any portion thereof shall be appropriated by any corporation or authority having
the right of eminent domain, or if access to the Leased Premises is restricted
by action of any such corporation or authority and reasonably comparable access
is not made available to the Leased Premises, this Lease and all obligations of
Lessor and Lessee hereunder shall cease and terminate as of the date the
appropriating corporation or authority takes possession thereof or materially
restricts access to the Leased Premises. All obligations of Lessee to pay any
rents or other charges whatsoever under the terms of this Lease shall be
apportioned as of such date in the same manner as if the Lease had expired on
such date according to its terms.
(b) Whenever used herein, the terms "appropriated" or
"appropriation" shall include any voluntary transfer of the Leased Premises or
any part thereof to any corporation or authority having the right of eminent
domain as a result of a settlement of a threatened or pending appropriation
action.
(c) In the event of the appropriation of the whole or any part
of the Leased Premises, the amount received as compensation for the
appropriation (including in the case of an appropriation of part of the Leased
Premises, any amount allowed as damages to the remainder) shall be paid in full
to Lessor, subject, however, to any right of Lessee to receive any additional or
specific award from the appropriating corporation or authority to which it might
be entitled.
(d) In any appropriation of the Leased Premises, Lessee shall
have the right to prove in the proceeding and to receive any award which may be
for damages to or condemnation of Lessee's movable trade fixtures, equipment,
furniture and furnishings and for moving and relocation expenses.
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10. INTERFERENCE AND RF RADIATION.
(a) GENERAL. Lessee will conduct its activities in accordance
with applicable requirements of the FCC and sound electronic and engineering
practice and will cooperate with Lessor and other tenants existing as of the
date hereof so as to anticipate and prevent interference to the broadcast
operations or equipment of Lessor or any other such tenant. If any engineering
statement presented to or by the Lessor confirms that Lessee's Business
operation, transmission or other activities on or around any portion of the
Leased Premises are causing, or are reasonably expected to cause, interference
to the operation, transmission or other activities of Lessor or any other
existing tenant, Lessee shall, at its sole expense, promptly correct or modify
the conditions causing such interference.
(b) INTERFERENCE TO LESSEE. Upon determination that any other
tenant is causing interference to Lessee's Business operation, transmission or
other activities in or around any portion of the Leased Premises, Lessor will
use its best efforts to modify or correct promptly, or cause such other tenant
to modify or correct promptly, the condition causing such interference.
(c) INTERFERENCE DEFINED. As used in this Lease, interference
to an operation, transmission or other similar activity shall mean a condition
or anticipated condition which constitutes or would constitute interference
within the meaning of the provisions of the recommended practices of the
Electronics Industries Association and the rules and regulations of the FCC then
in effect.
(d) DISPUTE AS TO INTERFERENCE. Any dispute as to whether
interference is being cause or expected to be cause, or as to who is causing
such interference, which remains unresolved for longer than seven (7) calendar
days, shall be submitted to a consulting electronic engineer who is not retained
or otherwise employed by Lessor, Lessee or any other tenant whose antenna is
located on the Tower, and the determination of such consulting electronic
engineer shall be final and binding on all parties. The consulting engineer
shall be jointly selected by Lessor and Lessee.
(e) RF RADIATION. Lessee shall, at Lessee's expense, take all
actions required to ensure that Lessee's Business operation does not expose
workers or the general public to levels of radio frequency radiation in excess
of the "Radio Frequency Protection Guides" recommended in the American National
Standard Safety Levels with Respect to Human Exposure to Radio Frequency
Electromagnetic Fields, 300 kHz to 000 XXx (XXXX X00.0-0000) issued by the
American National Standards Institute.
11. FORCE MAJEURE. Neither Lessor nor Lessee shall be required to
perform any term, condition or covenant in this Lease so long as such
performance is delayed or prevented by force majeure, which shall mean Acts of
God, strikes, lockouts, material or labor restrictions by any governmental
authority, civil riots, floods, and any other cause not reasonably within the
control of Lessor or Lessee and which by the exercise of due diligence Lessor or
Lessee is unable, wholly or in part, to prevent or to overcome; provided,
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however, force majeure shall not excuse Lessee from its obligation to pay rent
or other sums hereunder and Lessee shall be required to pay any and all rent and
such other sums as provided by this Lease.
12. MECHANICS' LIENS. Lessee shall not suffer or permit any mechanics'
liens to be filed against the Leased Premises by reason of work, labor or
materials supplied or claimed to have been supplied to Lessee that are not
removed or for which adequate bond has not been provided within thirty (30) days
of such filing. Furthermore, if any such lien at any time shall be filed against
the Leased Premises, Lessee shall proceed with due diligence to cause the same
to be discharged of record by payment, deposit, bond, order of court or
otherwise. Should a lien be placed on the Leased Premises by reason of Lessee's
work, labor or materials supplied or claimed to have been supplied to Lessee
that are not removed or for which adequate bond has not been provided within
thirty (30) days on such filing, Lessor retains the option to settle any and all
liens against its property and assess any costs thereof to Lessee, pursuant to
Section 2., paragraph (b) of this Lease.
13. LESSOR'S LIEN. Lessor shall have a first lien upon every right and
interest of Lessee to and in the Leased Premises for the payment of rent and all
other sums payable by Lessee hereunder and as security for the performance and
observance of the agreements, conditions, and obligations of this Lease by and
between Lessor and Lessee, dated the date hereof, which agreements, conditions,
and obligations are to be performed and observed by Lessee.
14. QUIET ENJOYMENT. Lessor covenants that, upon payment by Lessee of
all rents and the performance by Lessee of all obligations pursuant to this
Lease, Lessee shall and may peaceably and quietly have and enjoy the Leased
Premises for and during the Term of this Lease, pursuant to the terms hereof,
free from any hindrance from any person or persons whomsoever claiming by,
through or under Lessor.
15. DEFAULT. If the Lessee does not fully make all payments of Rent or
Operating Expenses when due under this Lease, Lessor at its option may terminate
and end this Lease and all rights of the Lessee hereunder, and remove the Assets
provided that Lessee has been given written notice by Lessor and that Lessee has
not made full payment of the Rent and Operating Expenses within fifteen (15)
days following such notice. Furthermore, if Lessee fails to make a payment of
rent hereunder when due, Lessee shall be liable for and pay to Lessor a late
payment charge at the rate of eighteen percent (18%) per annum, computed from
the date said payment was due until the date said payment is actually made. In
the event of a default hereunder, other than the nonpayment of rent or other
monetary obligation, the Lessor shall have the right to terminate this Lease if
Lessee does not cure such default within thirty (30) days of written notice from
Lessor. Provided, however, that Lessee's time to cure such default shall be
extended for such additional times as shall be reasonably required for the
purpose so long as Lessee shall proceed with due diligence during such thirty
(30) day period to cure such default and is unable by reason of the nature of
the work involved or by unavoidable delays to cure the same within the same
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thirty (30) days and if such extension of time shall not subject Lessor to any
civil or criminal liability or to an fine or penalty. In the event of said
defaults, in addition to said termination rights, Lessor shall have all other
rights and remedies to which it may be entitled. A waiver by the Lessor of any
breach of this Lease or any terms, conditions or promises herein contained must
be in writing to be effective and shall not be or construed to be a waiver of
any subsequent breach of the same or any other term, condition or promise herein
and the payment by the Lessee and acceptance by the Lessor of rent hereunder
shall not be construed to be a waiver of any breach of terms or conditions
herein except as to the particular installment of rent so paid and accepted.
16. SURRENDER OF LEASED PREMISES. Lessee, upon the expiration of the
Term of this Lease or the earlier termination of this Lease, shall surrender to
Lessor the Leased Premises in accordance with the terms and conditions provided
for in Subsection 3(b) hereof.
17. NOTICES. All notices, demands and requests required or permitted to
be given under the provisions of this Agreement shall be (i) in writing, (ii)
sent by fax (with receipt personally confirmed by telephone), delivered by
personal delivery, or sent by commercial delivery service or certified mail,
return receipt requested, (iii) deemed to have been given on the date faxed with
receipt confirmed, the date of personal delivery, or the date set forth in the
records of the delivery service or on the return receipt, and (iv) addressed as
follows:
IF TO LESSOR: Xxxxxx Xxxxxx
The Christian Network, Inc.
00000 X.X. Xxxxxxx 00 Xxxxx
Xxxxx 000
Xxxxxxxxxx, Xxxxxxx 00000
Fax: 727/000-0000
Telephone: 727/000-0000
IF TO LESSEE: Xxxx Xxxxxxx
Xxxxxx Communications Corporation
000 Xxxxxxxxxx Xxxx Xxxx
Xxxx Xxxx Xxxxx, Xxxxxxx 00000
Fax: 561/000-0000
Telephone: 561/000-0000
or to any such other or additional persons and addresses as the parties may from
time to time designate in writing delivered in accordance with this Section 17.
18. PROPERTY INSURANCE.
(a) Lessor shall, at its expense, obtain and maintain during
the Term of this Lease, "All Risk", hazard insurance on the Leased Premises.
Such insurance shall cover at least all risks customarily insured against in the
broadcasting industry, subject to standard deductibles.
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(b) Lessee hereby releases Lessor from and holds Lessor
harmless against any and all claims that Lessee may hereafter have for loss,
theft, disappearance, damage or destruction of the Leased Premises, regardless
of the cause thereof. Notwithstanding the generality of the foregoing, this
release shall not apply to any grossly negligent, willful or wanton act of the
Lessor, its employees, agents or representatives. In the event that insurance on
the Leased Premises was in force at the time of such loss, theft, disappearance,
damage or destruction, Lessee agrees to take all necessary action to make this
release effective and binding upon its insurance carriers so that such carriers
specifically waive all right of subrogation, if any, that such carriers might
otherwise have against Lessor and its employees, agents or contractors.
19. PERSONAL PROPERTY TAXES. During the term hereof, each party hereto
agrees to pay all personal property taxes, if any, assessed against the personal
property of such party within thirty (30) days of its receipt of a true and
correct statement.
20. CAPTIONS. The captions or headings of sections in this Lease are
inserted for convenience only and shall not be considered in construing the
provisions hereof.
21. COVENANTS TO BIND AND BENEFIT RESPECTIVE PARTIES. This Lease shall
inure to the benefit of and be binding upon the successors and assigns of Lessor
and Lessee.
22. SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS. Any and all
representations, warranties and covenants contained in this Lease shall survive
the execution of the Lease and shall continue in full force and effect during
the Term hereof.
23. COUNTERPARTS. More than one counterpart of this Lease may be
executed by the parties hereto and each duly executed counterpart shall be
deemed an original.
24. ATTORNEYS FEES. In the event an action is brought to enforce or
construe any of the terms or conditions of this Lease, the prevailing party
shall be entitled to reasonable attorneys' fees and costs.
25. MISCELLANEOUS.
(a) This Lease shall be governed by the laws of the State of
Florida.
(b) This Lease may be modified or amended by written
instrument only and must be signed by both parties to the Lease.
(c) Failure of either party to exercise its rights hereunder
shall not operate as a waiver of the future exercise of such right.
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26. ENTIRE AGREEMENT. This Lease, including the exhibits hereto, sets
forth the entire understanding of the parties hereto at the time of execution
and delivery hereof with respect to the subject matter hereof.
27. WAIVER OF JURY TRIAL. To the extent they may lawfully do so, the
parties hereto irrevocably waive all rights to a trial by jury in any proceeding
hereinafter instituted by or against either party in respect of this Lease.
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IN WITNESS WHEREOF, the parties have executed this Lease as of the date
first set forth above.
WITNESSES XXXXXX COMMUNICATIONS CORPORATION
BY:
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Name:
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Title:
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WITNESSES THE CHRISTIAN NETWORK, INC.
BY:
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Name:
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Title:
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EXHIBIT A
LEASED PREMISES
(1) STUDIO BUILDING. Lessee shall have the right to occupy
approximately forty percent (40%) of Lessor's television production and
distribution facility (the "Studio Building") as designated on the floor plans
attached hereto as Exhibit A-1, including, without limitation, the network
operations center, engineering facility and second floor offices.
(2) STL ANTENNA. The right to install and utilize associated
auxiliary equipment, uplink and satellite receive dishes, transmission lines,
Studio Transmitter Links, etc.
(3) ACCESS. The right, in common with others, to use the
roadways on the Leased Premises for ingress and egress to and from the Studio
Building.
(4) USE OF STUDIO SPACE. The Lessee shall have the right, in
common with the Lessor and at no cost to the Lessee, to use the studio portion
of the Studio building. Lessor, however, in case of scheduling conflict, retains
the right of "First Use" for the "studio" portion of the Studio Building.
(5) ANNEX BUILDING. Lessee shall have the right to occupy the
Annex Building located immediately west of the Studio Building as shown on
Exhibit A-1.
All of the space, premises and rights granted under this
Exhibit A are hereinafter referred to as the "Leased Premises" and illustrated
on Exhibit A-1 attached hereto.
EXHIBIT A-1
STUDIO BUILDING FLOOR PLAN
PARCEL SITE PLAN
[Attached]
