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EXHIBIT 10.64
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TOWER LICENSE AGREEMENT
AND
CONSENT TO ASSIGNMENT
AGREEMENT, dated 21 day of May, 1992 by and between CALOOSA TELEVISION
CORPORATION, a Florida corporation, owner and operator of WEVU-V ("Licensor),
and Southwest Florida Telecommunications, Inc. authorized to do business in the
State of Florida, d/b/a WNPL-TV CH 46 ("Licensee").
1. Subject to all contingencies contained within paragraph 8 of this Agreement,
LICENSOR hereby grants LICENSEE a license to maintain a TV antenna at the 1,000
ft. level plus LICENSEE'S STL dish at 390 [FOUR?] level on, LICENSOR'S tower
located and constructed in the Southeast 1/4 Section 32, Township 46 South,
Range 27 East, Xxx County, Florida, together with transmission lines to antenna
feed point on the tower, under the terms and conditions hereinafter set forth.
2. If at any time during the term hereof, or any renewal hereof, LICENSEE'S
antennas cause any negative effect on the radiation pattern of LICENSOR'S
television station (WEVU Channel 26) or any broadcast station or other station
licensed by the FCC (whose License agreement predates this License Agreement)
having its antenna on LICENSOR'S proposed tower, immediate remedial action will
be taken by LICENSEE at LICENSEE'S expense, and LICENSEE will, if necessary in
the opinion of LICENSOR, and independent consulting engineer, discontinue its
broadcasts from its antennas until such remedial action is completed to
LICENSOR'S satisfaction.
3. LICENSOR licenses LICENSEE for the term of this Agreement to use a location
to be agreed on by LICENSOR containing approximately 625 square feet at or near
LICENSOR'S tower location. The WNPL-TV area shall be housed in a building
constructed by LICENSOR and shall be used by LICENSEE only for the maintenance
of its transmitters and other equipment in accordance with the provisions
hereinafter set forth, and such use shall not interfere with LICENSOR'S use of
its premises and facilities or interfere with the use of the premises and
facilities by other LICENSEES of LICENSOR. Nor shall WEVU interfere with the
normal operation of the WNPL facility.
4. LICENSEE shall be solely responsible for all costs and expenses of placing
and maintaining LICENSEE'S transmitters upon the area designated by LICENSOR,
including, but not limited to the cost of all licenses and permits, the cost of
all electrical connections and any other costs associated with LICENSEE'S use of
transmitter area designated by LICENSOR. LICENSEE shall also be responsible for
all costs and expense associated with the installation of LICENSEE'S cable and
LICENSEE'S antennas. All plans, specifications and connections of LICENSEE'S
transmitter structure, installation of transmitter, installation of cable and
installation of antennas shall be presented to LICENSOR and approved by LICENSOR
before commencement of any work before contract is signed. In connection with
all installation, maintenance and other actions of any nature by LICENSEE,
pursuant to Clause 4 and pursuant to
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other clauses of this Agreement, LICENSEE shall indemnify and hold LICENSOR
harmless from any and all loss, damage, cost and expense, including but not
limited to court costs and reasonable attorneys fees. In connection with any
initial installation work by LICENSEE relative to the transmitter site and
antenna or in connection with any future repair or maintenance of LICENSEE'S
facilities, LICENSOR shall have the right before signing to approve the
contractor or company performing said work and shall also have the right to
insist upon proof of adequate insurance protecting LICENSOR'S interests. Upon
completion of the structure to house LICENSEE'S transmitter, LICENSEE shall be
responsible for maintaining and repairing the WNPL-TV area during the term of
the Agreement or any renewal thereof.
5. During the term of this license, LICENSEE shall at no time allow any
mechanic's lien to be placed against the real property upon which the tower and
transmitter facilities are located. It shall be a default under this License
Agreement if any such claim of lien shall arise and remain as a lien against the
property for more than five days.
6. During the first three (3) years of this Agreement, Licensee will pay
Licensor $8,333.33 per month for a total of $100,000.00 per year. In addition to
the $8,333.33, Licensee will pay Licensor all applicable sales and use taxes for
the privileges licensed under this Agreement. For the remaining seven (7) years
of this Agreement, Licensee shall pay Licensor the monthly amount as set forth
using the formula contained within paragraph 7 of this Agreement. In addition,
Licensee shall be required to pay to Licensor one (1) month's worth of fees
($8,333.33) in advance as a security deposit. The monthly fee referenced in this
paragraph and paragraph 7 shall be payable on or before the first day of each
month. The first monthly payment shall be due on or before June 1, 1992.
Additionally, the security deposit will be due and payable on or before June 1,
1992. In addition to the monthly license fee, use, real estate, personal
property or other taxes or assessments which were assessed or due by reason of
this agreement or Licensee's use of the antenna site hereunder, Licensee will be
billed a portion of the real estate and property taxes attributed to their
proportionate share of the total tower taxes.
In addition to the Monthly Licensee Fee, LICENSEE shall pay LICENSOR
if, and when due, any sales, use, real estate, personal property or other taxes
or assessment which are assessed or due by reason of this Agreement or
LICENSEE'S use of the Antenna Site hereunder. LICENSEE will be billed a portion
of the real estate and property taxes attributed to their proportionate share of
the total tower taxes.
7. The license fee for each twelve (12) month period subsequent to the third
twelve (12) month period (years four through ten and all option terms) occurring
during the term of this license or any renewal thereof shall be computed by
multiplying the license fee for the immediately preceding year of this license
by a fraction, the numerator of which shall e the Consumer Price Index for All
Urban Consumers, U.S. City Average (1967 = 100) All Items, Bureau of Labor
Statistics of the United States Department of Labor, for the second month prior
to the respective license anniversary date and which denominator shall be said
Consumer Price Index for All Urban consumers, U.S. City Average (1967 = 100) All
Items, for the second month prior to the commencement date of this license,
provided that in no event shall such annual license fee be less than the annual
license fee for the immediately prior year. The LICENSEE agrees that the license
fee provided for herein shall in no event increase at the rate of less than 6%
percent (maximum 10%) per year or the increase reflected by the computation
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above for the Cost of Living Increase, whichever amount shall be greater.
(Should this specific Consumer Price Index become unavailable, a reasonable
substitute, as prepared by the United States Department of Labor, shall be
used). The LICENSOR shall notify the LICENSEE of the adjusted annual license fee
in writing when such fee adjustment occurs. The LICENSEE agrees to pay the
adjusted license fee (together with any applicable taxes as set forth in
paragraph 6), in monthly installments on the first day of each and every month
for the following 12-month period.
8. The term of this Agreement will commence on June 1, 1992, and terminate on
May 31, 2002, unless renewed by mutual agreement by the parties as set forth
herein. However, Licensee has the right to cancel this Agreement at any time but
only for the purpose of constructing its own tower. Licensee shall not have the
right to cancel this Agreement for any purpose except for constructing its own
tower. It is expressly understood and agreed between the parties that Licensee
does not have the right to cancel this Agreement during the first two (2) year.
Should licensee cancel the Agreement as permitted in this paragraph at any time
after the termination of the second year, then Licensor shall be entitled to
twelve (12) month's license payment after receiving notice of the cancellation.
It is the express intention of the parties that Licensor shall receive a minimum
of three (3) years license payments. Should Licensee not provide notice of
cancellation as provided herein, then this agreement shall continue in its
entirety.
9. LICENSEE'S engineering and technical personnel shall have the right to enter
or leave LICENSEE'S transmitter site (by way of access points designated by
LICENSOR) at all times for maintenance of the LICENSEE'S transmitter. LICENSEE'S
engineering and technical personnel shall, with the prior consent of LICENSOR,
have access to the TV power at all reasonable times for the purpose of
maintaining and operating the LICENSEE'S antennas. LICENSEE agrees not to impair
or impede, during the installation of its antenna and transmission lines or at
any other time, the maintenance or operation of any other broadcast station or
other station licensed by the FCC, having its antenna located on LICENSOR'S
tower without first obtaining written approval from the owner of the station and
LICENSOR.
10. LICENSEE shall not do anything in the licensed area or elsewhere on
LICENSOR'S promises, nor shall it bring or keep anything therein which will
conflict with any laws, including but not limited to federal laws governing the
Federal Communication Commission, ordinances or rules of federal, state or
municipal governments, or violate any regulations of the police or fire
departments, Board of Fire Underwriters, Board of health, or other public
authorities. LICENSEE will continuously carry, and furnish LICENSOR with a
certificate of insurance evidencing Comprehensive Liability Insurance in a
Combined Single Limit of $2,000,000.00 and such insurance will name LICENSOR as
an additional insured. Such insurance limits shall be re-adjusted as agreed upon
by both parties at each contract renewal. LICENSOR shall not be responsible for
any insurance coverage on LICENSEE'S equipment or insurance coverage in regard
to business interruption of LICENSEE and shall not be responsible for damage to
any of LICENSEE'S equipment, or the interruption of LICENSEE'S business. The
LICENSEE agrees to indemnify, defend and hold harmless LICENSOR from any such
liability.
11. If LICENSEE'S antenna, or transmission lines or other related tower
equipment is maintained, changed altered, replaced, moved, relocated or modified
in any way, without the prior written approval of LICENSOR, evidenced by the
consent in writing of WEVU-TV's Chief
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Engineer, or a person duly designated by him, which will not be reasonably
withheld, the same shall e deemed a failure to comply with a term, covenant or
condition of this Agreement to be performed by LICENSEE and LICENSOR shall have
the right to terminate this Agreement as provided elsewhere within this license
Agreement. LICENSEE covenants and agrees that it will cause all of its equipment
and facilities referred to in this Agreement to be operated at all times in
conformity with the then existing rules and regulations of the FCC and any
federal, state or local governmental agency having jurisdiction in the premises.
12. LICENSEE covenants and agrees that at no time will the operation of its
equipment and facilities referred to in this Agreement cause any objectionable
interference to LICENSOR'S television station (WEVU Channel 26) or to any other
broadcast station (whose License Agreement predates this License Agreement)
having its antenna on LICENSOR'S tower. If, in LICENSOR'S sole opinion, and the
opinion of an independent consulting engineer, LICENSEE'S operations cause any
objectionable interference to LICENSOR'S television station or to any other
broadcast station or other station licensed by the FCC (whose License Agreement
predates this License Agreement) having its antennas on LICENSOR'S tower,
LICENSOR may require that LICENSEE immediately cease operations until such
interference is eliminated to LICENSOR'S satisfaction.
13. LICENSOR shall not be required to furnish any electric power to LICENSEE for
the operations of LICENSEE'S transmitting equipment and facilities in the
licensed area LICENSEE shall make its own arrangements with the public utility
company serving the area to furnish such electric power as LICENSEE may require.
LICENSEE shall be responsible for payment of all LICENSEE'S utilities used in
connection with LICENSEE'S area. LICENSEE'S electrical transmission lines shall
be routed and placed in locations designated by LICENSOR.
14. LICENSOR and LICENSEE hereby covenant and agree that if LICENSEE fails to
comply with any of the terms and conditions of this Agreement, LICENSOR may
terminate this Agreements, as follows:
a. With thirty (30) days written notice to LICENSEE in the event of a
failure by LICENSEE to pay money owed pursuant to this Agreement; or
b. With thirty (30) days written notice to LICENSEE in the event of any
other breach of this Agreement by LICENSEE which, in the sole and exclusive
opinion of LICENSOR, does not jeopardize or interfere with the broadcast
operations of any other broadcast station or other station licensed by the FCC
which has a License Agreement with LICENSOR which predates this Agreement, which
station has its antenna on LICENSOR'S tower; or
c. With twelve (12) hours notice delivered to LICENSEE either in
person, telephonically, by telegraph or by telefax, or other means of rapid
written communication, in the event of a breach of this Agreement by LICENSEE
which in the opinion of LICENSOR and independent consulting engineer,
jeopardizes or interferes with the broadcast operations referred to in (b)
above. In the event of (a), (b) or (c) above, LICENSOR shall be entitled to
evict LICENSEE form the premises hereby licensed and repossess same, through
legal process or otherwise, without prejudice to any other right which the
LICENSOR may have against the
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LICENSEE in law, or equity, for damages, arrearages in license fees, future
license fees, or for any breach of any other of the terms of this Agreement.
In addition to the above, LICENSOR may terminate this Agreement, without cause,
with twelve (12) months written notice to LICENSEE.
15. Upon the expiration or earlier termination of the Agreement without default
of LICENSEE, provided all license fees have been paid, LICENSEE will promptly
remove from LICENSOR'S TV tower, and the LICENSEE'S transmitter area provided
herein, all of its equipment and other property of any kind whatsoever. In the
event that upon such expiration or termination, LICENSEE does not remove all of
its equipment and other property, then LICENSOR may remove the same from
LICENSOR'S TV tower and the WNPL-TV area provided herein and LICENSOR shall,
after thirty (30) days written notice to LICENSEE, be entitled to sell said
equipment at public auction. From the proceeds of the sale of equipment by
LICENSOR, LICENSOR shall be entitled to deduct LICENSOR'S expenses in connection
with the removal, storage and sale of said equipment and property, and
thereafter remit any remaining balance to LICENSEE. In connection with all
actions taken by LICENSOR in regard to LICENSEE'S equipment or other property
provided for in Clauses 14 and 15 of this Agreement, or elsewhere in this
Agreement, LICENSEE shall indemnify and hold LICENSOR harmless from any and all
loss, damage, cost and expense, including but not limited to court costs and
reasonable attorneys fees.
16. Paragraph Missing
17. In addition to any other events of default as elsewhere provided in this
License Agreement, the following shall also constitute a default under this
Agreement:
a. Abandonment of LICENSEE'S facilities;
b. Failure to pay any license fee or other amount due to LICENSOR after
(10) days written notice;
c. Any assignment by LICENSEE for the benefit of creditors;
d. The filing of a voluntary or involuntary petition in bankruptcy by
or against LICENSEE.
e. Damage to equipment located upon LICENSOR'S tower or structural
damage to LICENSOR'S tower resulting form the actions or inactions of LICENSEE.
18. In the event LICENSEE shall default under the terms of this License
Agreement, after appropriate notice of default and termination as elsewhere
provided in this Agreement, LICENSOR, in addition to any other remedies which
LICENSOR may have at law or in equity, shall have the following remedies against
LICENSEE at LICENSOR'S option;
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a. Terminate the license Agreement and collect form LICENSEE all
reasonable costs and expenses attendant to recovery of the tower space and
transmitter area.
b. Re-lease the premises for the benefit of LICENSEE.
In the event that LICENSOR shall re-lease the premises for the benefit
of LICENSEE, LICENSOR shall be entitled to apply any rents or license fees
received form any such sublicensee in the following order:
(1) Payment of any reasonable legal fees incurred by LICENSOR
in the re-leasing of the premises;
(2) payment of the reasonable cost of storing any personal
property left upon the license premises by the LICENSEE;
(3) Payment of the reasonable cost of advertising the license
premises for lease to a sublicensee;
(4) Payment of the reasonable cost of repairs or modifications
to the license premises necessary to the re-letting of the
premises; and
(5) Payment of monthly license fees due under the License
Agreement.
If LICENSOR shall re-lease the premises for the benefit of LICENSEE, LICENSOR
shall e entitled to bring suite for amounts due and owing under this license
from time to time during the term of the license, or at LICENSOR'S option,
LICENSOR may defer collection efforts until the expiration of the term of the
license and thereafter xxx for the entire amount of any deficiency owing
hereunder.
19. In the event it shall become necessary for LICENSOR to bring legal action
against LICENSEE for the purpose of enforcing this Agreement, or collecting
license fees and other damages accruing under this Agreement, LICENSEE shall be
responsible for the payment of LICENSOR'S reasonable attorney's fees including
any attorneys' fees incurred in any appellate proceedings and Court costs.
20. Paragraph 20 has been deleted.
21. Neither this Agreement nor any interest herein nor any light hereunder shall
be assignable or in any manner transferable by LICENSEE, in whole or in part,
except that LICENSEE shall have the right to assign this Agreement to any
assignees of the WNPL-TV CH. 46 license after authorization and approval by the
Federal Communications Commission, but no such assignment shall be valid nor
shall LICENSEE be released from any of its obligations hereunder unless such
assignment be set forth in a written Agreement executed by both LICENSEE and
such assignee, wherein such assignee shall assume all of LICENSEE'S obligations
under this Agreement and shall agree to be bound by all of the terms and
conditions thereof, and an executed counterpart of such assignment is delivered
to LICENSOR within five (5) days after its execution. LICENSOR shall have the
right to reasonably review and approve the portions of said assignment which
directly or indirectly affect LICENSOR.
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22. LICENSOR has the right to assign this agreement. Furthermore, upon transfer
of LICENSOR'S interest in LICENSOR'S tower to third party, LICENSOR shall be
entirely freed and released of liability thereafter accruing in connection with
all of its covenants and obligations under this Agreement and LICENSEE shall
look to LICENSOR'S successor in interest for any performance under this
Agreement.
23. In case the LICENSOR'S tower is destroyed or damaged through no fault of the
LICENSEE so as to render the tower unusable by LICENSEE, during the term of this
license, no license fee shall accrue from the date of destruction of damage
until the tower is again ready for use, pursuant to written notice tendered by
LICENSOR to LICENSEE. Notwithstanding the foregoing, in the event of destruction
of LICENSOR'S tower to the extent of fifty percent (50%) or more of said tower's
value at a point in time ten years or more after the commencement date of this
lease, LICENSOR shall be entitled to terminate this Agreement by giving LICENSEE
notice of LICENSOR'S intention to terminate within thirty (30) days after the
date of said destruction.
24. If the whole or any part of the lands upon which Licensor's tower is
erected, or upon which any of LICENSOR'S or any LICENSEE'S transmitter equipment
is erected, shall be acquired or condemned by eminent domain for any public or
quasi-public use or purpose, then, and in that event, LICENSOR at LICENSOR'S
option may terminate this License Agreement upon the date upon which title is
acquired by the condemning authority, whichever shall be earlier, and LICENSEE
shall have no claim against LICENSOR for the value of any unexpired term of said
License Agreement, nor a claim to any part of an award in such proceeding and
license fees paid or to be paid under this License Agreement shall be adjusted
to the date of such termination. Nothing herein contained shall be deemed to
affect or be in derogation of any right or rights of the LICENSEE against the
condemning authority to claim and recover damages, or for the taking of its
fixtures and equipment resulting from any such condemnation of acquisition.
25. LICENSEE agrees that this License Agreement shall at all times be subject
and subordinate to the lien of any mortgage (which term shall include all
security instruments) that may be placed on the demised premises by the
LICENSOR, and LICENSEE agrees, upon demand and without cost, to execute such
instruments as may be required to effectuate such subordination. LICENSEE'S
refusal to execute any such subordination shall be deemed a default under this
License Agreement.
26. Unless otherwise provided within this Agreement, any notice, request,
consent or communication under this Agreement shall be effective only if it is
in writing and shall be deemed sufficiently given only if mailed postage prepaid
be certified return receipt mail, addressed in the case of LICENSOR, as follows:
Xxxxx Xxxxxxxx, Caloosa Television Corporation, and in the case of LICENSEE as
follows: Xxxxxxx Xxxxxxx - Southwest Florida Telecommunications, Inc. or to such
other address as the intended recipient may have theretofore specified in
written notice to the sender.
27. Except as otherwise expressly provided, the provisions of this Agreement
shall apply to and inure to the benefit of, and be binding upon the successors
and assigns of both parties. This Agreement shall be construed under the laws of
Florida and this Agreement shall not be recorded within the Public Records of
any county of the State of Florida. In the event any litigation shall
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arise under this Agreement, the parties agree that proper venue shall be in the
appropriate court within Xxx County, Florida. The parties agree that time shall
be of the essence in this Agreement.
28. This Agreement sets forth the entire understanding of the parties and
supersedes any and all prior Agreements, arrangements and understandings
relating to the subject matter hereof.
29. LICENSEE shall pay all personal property tax attributable to LICENSEE'S
property and license rights with respect hereto. LICENSEE shall also pay to
LICENSOR any increases in LICENSOR'S real property taxes or insurance rates
arising or resulting from this Agreement. LICENSEE shall bear (and, reimburse
LICENSOR for) all expenses, damages and costs arising as a result of LICENSEE'S
utilization of the rights herein granted, but not including LICENSOR'S costs (if
any) associated with the negotiation of this Agreement.
30. In the event it may be necessary for LICENSOR, LICENSEE, or other licensees
to reduce power of interrupt service during maintenance and installation work on
LICENSOR'S tower, LICENSEE will cooperate with LICENSOR in regard to said
reduction of power or interruption of service. LICENSEE covenants and agrees to
cooperate with LICENSOR in the aforementioned situations and in all other
situations which directly or indirectly may affect LICENSEE'S performance
hereunder.
31. Upon the expiration of the initial term of this License Agreement, provided
LICENSEE is not in default under his Agreement, and this Agreement has not been
terminated for any reason, LICENSEE shall be entitled to renew this License
Agreement for an additional period of ten (10) years with the annual license fee
amount for the initial year of the renewal being computed by increasing the
annual license fee for the final year of the initial term of this license by the
formula stated heretofore in Paragraph 7. All other terms and provisions of this
License Agreement shall remain unchanged during said renewal period.
Provided Licensee exercises the first renewal option as stated
heretofore and faithfully performs this License Agreement, during said first
renewal term, and this Agreement has not been terminated for any reason,
LICENSEE shall be entitled to a renewal for an additional ten (10) year period
with the rental being computed by increasing the annual rental for the final
year of the first renewal term by the formula stated heretofore in Paragraph 7.
All other terms and provisions of the License Agreement shall remain unchanged
during said second renewal period.
All renewal options at stated herein shall be subject to all provisions
and reservations included within this License Agreement. The exercise of any
renewal option under this Agreement shall not be deemed to create any additional
renewal options, it being the intention of the parties that this Agreement shall
only provide for an initial term of ten (10) years with two renewal options of
ten (10) years each.
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed the day and year indicated below.
CALOOSA TELEVISION CORPORATION SOUTHWEST FLORIDA
TELECOMMUNICATIONS
By: /s/ Xxxxx Xxxxxxxx By: /s/ Xxxxxxx Xxxxxxx
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Title: President; General Manager Title: President and CEO
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LICENSOR'S CONSENT TO ASSIGNMENT
AND CERTIFICATE AS TO LICENSEE'S COMPLIANCE
WHEREAS, pursuant to a Tower License Agreement dated May 21, 1992 by
and between Caloosa Television Corporation, subsequently assigned to Super
Towers, Inc. ("Licensor"), and Southwest Florida Telecommunications, Inc.,
subsequently assigned to Second Generation of Florida, Ltd. ("Licensee"), (such
license as assigned, being hereinafter referred to as the "License"), Licensee
currently licenses space on the tower and 625 square feet of an associated
building located at 00000 Xxxxxx Xxxx, Xxxxxx, Xxxxxxx (the "Premises"); and
WHEREAS, the above-described License is used in the operation of
Licensee's main studio for WTVK-TV, Naples, Florida (the "Station"); and
WHEREAS, pursuant to an Asset Purchase Agreement, dated March 2, 1998,
by and among Licensee and ACME Television, LLC, ACME Television of Florida, LLC
("Assignee") will acquire by assignment from an affiliate substantially all of
the physical assets used in connection with the operation of the Station
("Agreement"); and
WHEREAS, Assignee desires to have Licensee provide Assignee with a
certificate of the Licensor of the Licensed Premises consenting to assignment of
the License from Licensee to Assignee and certifying as to the status of the
above referenced License.
NOW THEREFORE:
1. Licensor hereby consents to assignment of the License from Licensee
to Assignee pursuant to the provisions of the Assignment and Assumption of
License attached hereto as Exhibit A.
2. Licensor hereby certifies that (i) the License is in full force and
effect, and is valid, binding and enforceable in accordance with its terms; (ii)
all accrued and currently payable rents and other payments required by the
License have been paid; (iii) the amount of security deposit held by Licensor is
0; (iv) the currently monthly aggregate amount of monthly rent, monthly common
area charges, taxes paid in monthly installments, and all other monthly fees or
charges (the "Monthly Payment") is $11,151.88; (v) the Monthly Payment has been
paid through April 1998; and, to Licensor's knowledge, (vi) Licensee has been in
peaceable possession since the date on which it acquired an interest in the
license; (vii) Licensee and the respective Licensors have com plied with all
respective covenants and provisions of the License; (ix) no party has asserted
any defense, set off or counterclaim thereunder; (x) no waiver, indulgence, or
postponement of any obligations thereunder has been granted by any party, (xi)
no notice of default or termination has been given or received, no event of
default has occurred, and no condition exists and no event has occurred that,
with the giving of notice, the lapse of time, or the happening of any future
event would become a default or permit early termination under any such License;
(xii) neither Licensee nor any other party has violated any term or condition
under the license in any material respect; (xiii) the validity or enforceability
of the License will in no
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way be affected by the sale of the Station's assets by Licensee; (xiv) the
business activities of Licensee on the premises comply with all local zoning
laws and ordinances; and (xv) there are no third party claims or actions
relating to Licensee's use of the premises or which would impair Assignee's
continuing use thereof.
IN WITNESS THEREOF, Licensor has caused this instrument to be duly
executed on this, the 23rd day of June, 1998.
SUPER TOWERS, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
----------------------------
Title: President
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