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 XX Acquisition Corp., 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 communications tower facilities used in the operation of
radio broadcast stations WIKS-FM, WRXK-FM and WZFX-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 clause in the first sentence of the first recital
is amended and restated as follows:
WHEREAS, Seller owns three (3) communications tower facilities used in
the operation of radio broadcast stations WIKS-FM, WRXK-FM and WZFX-FM (each a
"Tower" and collectively the "Towers");
2. The first sentence of Section 5(d) of the Agreement is amended and
restated as follows:
3. 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 WIKS-FM
Tower: (i) that certain Option and Lease Agreement, dated February 10, 1989, by
and between WIKS-FM, Inc. (predecessor-in-interest to Seller) and MC Radio
Partnership, Inc. ("MC Radio"), such agreement leasing to MC Radio tower space
located between seven hundred twenty-five (725) and eight hundred twenty-five
(825) feet from ground level (the "MC Radio Lease"); (ii) that certain lease
agreement, dated July 15, 1996, by and between WIKS-FM, Inc. and North Carolina
Electric Membership Corporation ("NC Electric"), such agreement leasing to NC
Electric tower space located three hundred eighty (380) feet from ground level
(the "NC Electric Lease"); and (iii) that certain lease agreement, dated August
15, 1996, by and between WIKS-FM, Inc. and Neuse Amateur Radio Operators
Association ("Neuse"), such agreement leasing to Neuse tower space located
between two hundred fifty (250) and three hundred forty
(340) feet from ground level (the "Neuse Lease," and together with the MC Radio
Lease and NC Electric Lease, collectively called herein the "WIKS-FM Tower
Leases"); (y) with respect to the WRXK-FM Tower (i) that certain PCS Site
Agreement, dated August 27, 1997, by and between Seller and Sprint Spectrum,
L.P., ("Sprint"), as amended by that certain Access Clarification Addendum dated
August 27, 1997, such agreement leasing to Sprint tower space located between
two hundred twenty (220) and two hundred forty (240) feet from ground level (the
"Sprint Lease"); (ii) that certain Tower Option and Lease Agreement, dated as of
June 11, 1998, by and between Seller and BellSouth Mobility, Inc. ("BellSouth"),
as amended by (I) that certain Addendum to Tower Option and Lease Agreement
dated as of _____________ 1998, by and among Seller, Xxxxxx X. Xxxxxxx ("Owner")
and BellSouth and (II) that certain Addendum to Tower Option and Lease Agreement
effective as of March 4, 1999, by and among Seller, Owner and BellSouth, such
Tower Option and Lease Agreement, as amended, leasing to BellSouth tower space
located between one hundred twenty (120) and one hundred forty (140) feet above
ground level on the WRXK-FM Tower (called collectively herein the "BellSouth
Lease") and (iii) that certain Lease of Site For Communication Facilities, dated
October 1, 1997, by and between Xxxxxxx Broadcasting of Western Florida
(predecessor-in-interest to Seller) and Paging Network of Tennessee, d.b.a.
PageNet of Tpa., Inc. ("PageNet"), such Lease leasing to PageNet antenna space
located between the following tower locations above ground level: (a) two
hundred forty (240) and two hundred sixty (260) feet; (b) two hundred sixty
(260) and two hundred eighty (280) feet (two side-mounted antennas); (c) three
hundred twenty (320) and three hundred forty (340) feet; (d) three hundred forty
(340) and three hundred sixty (360) feet and (e) three hundred sixty (360) and
three hundred eighty (380) feet (the "PageNet Lease," and together with the
Sprint Lease and BellSouth Lease, collectively called herein the "WRXK-FM Tower
Leases"); and (z) with respect to the WZFX-FM Tower: (i) that certain Lease
Agreement, dated April 20, 1993, by and between Lessee and Coastal Electronics
("Coastal"), such agreement leasing to Coastal tower space five hundred twenty-
five (525) feet from ground level on the WZFX Tower (the "Coastal Lease") and
(ii) that certain lease agreement by and between Satellite Paging, Inc.
("Satellite," as successor-in-interest to Telephone Answering Service of
Fayetville, Incorporated) and Lessee (successor-in-interest to Xxxxxx
Communications, Inc.), dated February 16, 1995, leasing to Satellite tower space
four hundred fifty-six (456) feet from ground level on the WZFX Tower (the
"Satellite Lease," and together with the Coastal Lease, WIKS-FM Tower Leases and
WRXK-FM Tower Leases, collectively called herein the "Tower Leases").
4. The section entitled "WIKS-FM (MAIN TOWER)" in Exhibit A is hereby
deleted.
5. The section heading "WIKS-FM (STL TOWER)" in Exhibit A and the
first sentence under such heading are hereby amended and restated as follows:
WIKS-FM
That certain one thousand twenty (1020) foot communications tower
situate on a tract of land more particularly described as follows:
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6. The first sentence under the section entitled "WRXK" in Exhibit A
shall be amended and restated as follows:
That certain four hundred ninety-five (495) foot communications
tower situated on a tract of land more particularly described as follows:
7. 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.
8. 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.
9. 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]
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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 XX ACQUISITION CORP.
By: ________________________________
Name: Xxxxxx X. Xxxxxxx
Title: Chief Executive Officer
BUYER:
XXXXXXX FAMILY TOWERS, INC.
BY: ________________________________
Name: B. Xxxxxxxx Xxxxxxx
Title: Secretary
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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 XX Acquisition Corp., a
Delaware corporation (the "Lessee").
WITNESSETH:
WHEREAS, Lessor and Lessee entered into the Lease whereby Lessee
leased from Lessor antenna space on a one thousand seventy-four (1,074) foot
communications tower facility used in the operation of radio broadcast station
WZFX-FM (the "WZFX-FM Tower"), 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 WZFX-FM Tower
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:
10. Section 2.01 of the Lease is amended and restated as follows:
2.01 Tower Space. Lessor leases to Lessee, and Lessee leases
-----------
from Lessor, space on the Tower, as such space is described on Exhibit C
attached hereto, for the purposes of the broadcast transmission of WZFX-FM,
Whiteville, North Carolina (the "Tower Space"), subject to: (i) that certain
Lease Agreement, dated April 20, 1993, by and between Lessee and Coastal
Electronics ("Coastal"), such agreement leasing to Coastal tower space located
five hundred twenty-five (525) feet from ground level on the WZFX Tower and (ii)
that certain lease agreement by and between Satellite Paging, Inc. ("Satellite,"
as successor-in-interest to Telephone Answering Service of Fayetville,
Incorporated) and Lessee (successor-in-interest to Xxxxxx Communications, Inc.),
dated February 16, 1995, leasing to Satellite tower space located four hundred
fifty-six (456) feet from ground level on the WZFX Tower.
11. The second sentence of Section 13.01 of the Lease is hereby
deleted.
12. The last sentence of Section 14.01 of the Lease is hereby
deleted.
13. The penultimate sentence of Section 14.03 of the Lease is hereby
deleted.
14. The text of Exhibit C of the Lease is amended and restated as
follows:
(1) One (1) Yagi FM antenna located four hundred seventy-five
(475) feet from ground level on the Tower.
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(2) One (1) Xxxx 4 Stl FM antenna located five hundred (500) feet
from ground level on the Tower.
(3) One (1) Electronic Research, Inc. (FMH-6) antenna located
nine hundred eighty-one (981) feet from ground level on the Tower.
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]
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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 XX ACQUISITION CORP.
By: _______________________________
Name: Xxxxxx X. Xxxxxxx
Title: Chief Executive Officer
7
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 XX Acquisition Corp., a
Delaware corporation (the "Lessee").
WITNESSETH:
WHEREAS, Lessor and Lessee entered into the Lease whereby Lessee
leased from Lessor antenna space on a four hundred (400) foot communications
tower facility used in the operation of radio broadcast station WRXK-FM (the
"WRXK-FM Tower"), 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 WRXK-FM Tower
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:
18. Section 2.01 of the Lease is amended and restated as follows:
2.01 Tower Space. Lessor leases to Lessee, and Lessee leases
-----------
from Lessor, space on the Tower, as such space is described on Exhibit C
attached hereto, for the purposes of the broadcast transmission of WRXK-FM (the
"Tower Space"), subject to (i) that certain PCS Site Agreement, dated August 27,
1997, by and between Lessee and Sprint Spectrum, L.P. ("Sprint"), and amended by
that certain Access Clarification on Addendum, dated August 27, 1997, by and
between such parties, such agreement leasing to Sprint tower space between two
hundred twenty (220) and two hundred forty (240) feet above ground level (the
"Sprint Lease"); (ii) that certain Tower Option and Lease Agreement, dated as of
June 11, 1998, by and between Seller and BellSouth Mobility, Inc. ("BellSouth"),
as amended by (I) that certain Addendum to Tower Option and Lease Agreement
dated as of October ___, 1998, by and among Seller, Xxxxxx X. Xxxxxxx ("Owner")
and BellSouth and (II) that certain Addendum to Tower Option and Lease Agreement
effective as of March 4, 1999, by and among Seller, Owner and BellSouth, such
Tower Option and Lease Agreement, as amended, leasing to BellSouth tower space
located between one hundred twenty (120) and one hundred forty (140) feet above
ground level on the WRXK-FM Tower (the "BellSouth Lease"); and (iii) that
certain Lease of Site For Communication Facilities, dated October 1, 1997, by
and between Xxxxxxx Broadcasting of Western Florida (predecessor-in-interest to
Seller) and Paging Network of Tennessee, d.b.a. PageNet of Tpa., Inc.
("PageNet"), such Lease to PageNet leasing antenna space located between the
following tower locations above ground level: (a) two hundred forty (240) and
two hundred sixty (260) feet; (b) two hundred sixty (260) and two hundred eighty
(280) feet (two side-mounted antennas); (c) three hundred twenty (320) and three
hundred forty (340) feet; (d) three hundred forty (340) and three hundred sixty
(360) feet and (e) three hundred sixty (360) and three
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hundred eighty (380) feet (the "PageNet Lease," and together with the Sprint
Lease and BellSouth Lease, collectively called herein the "WRXK-FM Tower
Leases");
19. The second sentence of Section 13.01 of the Lease is hereby
deleted.
20. The last sentence of Section 14.01 of the Lease is hereby
deleted.
21. The penultimate sentence of Section 14.03 of the Lease is hereby
deleted.
22. 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.
23. 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.
24. 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]
9
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 XX ACQUISITION CORP.
By: _________________________________
Name: Xxxxxx X. Xxxxxxx
Title: Chief Executive Officer
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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 XX Acquisition Corp., a
Delaware corporation (the "Lessee").
WITNESSETH:
WHEREAS, Lessor and Lessee entered into the Lease whereby Lessee
leased from Lessor antenna space on a one thousand (1,000) foot communications
tower facility used in the operation of radio broadcast station WIKS-FM (the
"WIKS-FM Tower"), 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 WIKS-FM Tower
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:
25. The first recital is amended and restated as follows:
WHEREAS, Lessor owns one (1) one thousand (1000) foot communications
tower described on Exhibit A attached hereto (the "Tower"), situated on a
certain tract of real estate located in New Bern, 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 on such land
except for that certain transmitter building and tower on the Tower Site owned
by CTC Media Group and used in the operation of radio broadcast station WLOJ);
26. The words "the Tower" shall replace the words "such Towers" in
each sentence or section heading in the Lease where the words "such Towers"
appear.
27. The word "Tower" shall replace the word "Towers" in each sentence
or section heading in the Lease where the word "Towers" appears.
28. Section 2.01(a) of the Lease is hereby amended and restated:
(a) Space on the Tower as such space is described on Exhibit C
attached hereto, for the purposes of the broadcast transmission of WIKS-FM, New
Bern, North Carolina ("WIKS"), subject to the lease of certain tower space to:
(i) MC Radio Partnership, Inc. ("MC Radio"), pursuant to that certain Option and
Lease Agreement, dated February 10, 1989, by and between MC Radio and WIKS-FM,
Inc. (predecessor-in-interest to Lessor); (ii) North Carolina Electric
Membership Corporation ("NC Electric"), pursuant to that certain lease
agreement, dated July 15, 1996, by and between NC Electric and WIKS-FM, Inc.
(predecessor-in-interest to
11
Lessor); and (iii) Neuse Amateur Radio Operators Association ("Neuse"), pursuant
to that certain lease agreement dated August 15, 1996, by and between Neuse and
WIKS-FM;
29. Section 2.01(b) is hereby deleted.
30. The second sentence of Section 13.01 of the Lease is hereby
deleted.
31. The last sentence of Section 14.01 of the Lease is hereby
deleted.
32. The penultimate sentence of Section 14.03 of the Lease is hereby
deleted.
33. Exhibit D is hereby deleted and all references to Exhibits E, F,
G and H in the Lease, respectively, shall be amended and restated as references
to Exhibits D, E, F and G, respectively.
34. The section entitled "WIKS-FM (MAIN TOWER)" in Exhibit A is
hereby deleted.
35. The heading "WIKS-FM (STL)" in Exhibit A is hereby amended and
restated to read:
WIKS-FM
36. The section entitled "WIKS-FM (MAIN TOWER)" in Exhibit B is
hereby deleted.
37. The word "MAIN" shall be deleted from the section heading for
Exhibit C. The following is hereby added to Exhibit C:
(1) One Stl antenna located two hundred (200) feet from ground
level on the Tower.
(2) One antenna used in the operation of WXNR located eight hundred
thirty (830) feet from ground level on the Tower.
(3) One antenna located nine hundred eighty (980) feet from ground
level on the Tower.
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38. 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.
39. 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.
40. 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]
13
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 XX ACQUISITION CORP.
By: _______________________________
Name: Xxxxxx X. Xxxxxxx
Title: Chief Executive Officer
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