SCHEDULES
Asset Purchase Agreement
Dated May 11, 2000
Among Entercom Communications Corp., et. al and Susquehanna Radio Corp.
Schedule 2.2
Excluded Real Property
The Real Property located at 0000 Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxx.
Excluded Real Property Interests
Any interests (either owned or leased) in the Excluded Real Property and all
buildings, structures, improvements thereon and appurtenances thereto.
Excluded Tangible Personal Property
All tangible personal property located at the KCFX Studio and Office Space at
0000 Xxxxxxxx Xxxxx, Xxxxxx Xxxx, Xxxxxxxx which is identified on the attached
list "Xxxxxxxx Assets to be Retained by Seller" and labeled "Attachment 1."
Exceptions to Excluded Tangible Personal Property
All Tangible Personal Property which is identified on the attached list "KCMO AM
& FM Assets Located at Studio to be Transferred to Buyer" and labeled
"Attachment 2."
Asset Purchase Agreement
Dated May 11, 2000
Among Xxxxxxxx Communications, Inc., et. al
and Entercom Communications Corp.
Attachment 1 to Schedule 2.2
XXXXXXXX ASSETS TO BE RETAINED BY SELLER
------------------- -------------------- -----------------------------------------------------------------------------
Station Location Description/Model
------------------- -------------------- -----------------------------------------------------------------------------
Station Location Satellite Equipment
------------------- -------------------- -----------------------------------------------------------------------------
KXTR Building Roof 6' KU Satellite Dish for Receiving KXTR Programming
------------------- -------------------- -----------------------------------------------------------------------------
KXTR Master Control Comstream ABR-200 Satellite Receiver - KXTR Prog.
------------------- -------------------- -----------------------------------------------------------------------------
KXTR Master Control Arrakis AVCR digital Audio Workstation for Delay
------------------- -------------------- -----------------------------------------------------------------------------
KXTR Master Control Spare Arrakis AVCR Digital Audio Workstation
------------------- -------------------- -----------------------------------------------------------------------------
KXTR Master Control Comstream ABR-700 Satellite Receiver
------------------- -------------------- -----------------------------------------------------------------------------
KXTR Master Control Spare Comstream ABR-700 Satellite Receiver
------------------- -------------------- -----------------------------------------------------------------------------
Studio Transmitter Links/Audio Processing
------------------- -------------------- -----------------------------------------------------------------------------
Building Roof Xxxx 4' STL Dish (Spare)
------------------- -------------------- -----------------------------------------------------------------------------
KXTR Master Control Xxxxxx XX LINK - Digital STL - 949.00 Mhz
------------------- -------------------- -----------------------------------------------------------------------------
KXTR Master Control Xxxxx 8200 Optimod Audio Processing
------------------- -------------------- -----------------------------------------------------------------------------
KXTR Master Control DBX 160A Mono Compressor Limiter - Mic Processor
------------------- -------------------- -----------------------------------------------------------------------------
KXTR Master Control Aphex 320A Compellor - Stereo Processor
------------------- -------------------- -----------------------------------------------------------------------------
KXTR Storage Xxxxx 8100 Optimed Audio Processing (Backup)
------------------- -------------------- -----------------------------------------------------------------------------
KXTR Storage Xxxxxx PCL-606 STL-9452.50 Mhz??(Freq. has been changed for KXTR)
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
KQRC Master Control Xxxxxx XX LINK - Digital STL - 946.00 Mhz
------------------- -------------------- -----------------------------------------------------------------------------
KQRC Master Control Xxxxx 8200 Optimod Audio Processing
------------------- -------------------- -----------------------------------------------------------------------------
KQRC Master Control DBX 160A Mono Compressor Limiter - Mic Processing
------------------- -------------------- -----------------------------------------------------------------------------
KQRC Master Control DBX 3215 Stereo Graphic Equalizer - Mic Processing
------------------- -------------------- -----------------------------------------------------------------------------
KQRC Master Control Aphex 320A Compellor - Stereo Processor
------------------- -------------------- -----------------------------------------------------------------------------
KQRC Storage Xxxxx 8100 Optimod Audio Processing (Backup)
------------------- -------------------- -----------------------------------------------------------------------------
KQRC Storage Xxxxxx DSP-6000E Digital Encoder (Backup)
------------------- -------------------- -----------------------------------------------------------------------------
KQRC Storage Xxxxxx DSP-6000E Digital Decoder (Backup)
------------------- -------------------- -----------------------------------------------------------------------------
KQRC Storage Xxxxxx PCL-606 STL-946.00 Mzh (Backup)
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
KCIY Master Control Xxxxxx XX LINK - Digital STl - 950.00 Mhz
------------------- -------------------- -----------------------------------------------------------------------------
KCIY Master Control Xxxxx 8200 Optimod Audio Processing
------------------- -------------------- -----------------------------------------------------------------------------
KCIY Master Control DBX 160A Mono Compressor Limiter - Mic Processing
------------------- -------------------- -----------------------------------------------------------------------------
KCIY Master Control DBX 3215 Stereo Graphic Equalizer - Mic Processing
------------------- -------------------- -----------------------------------------------------------------------------
------------------- -------------------- -----------------------------------------------------------------------------
Station Location Description/Model
------------------- -------------------- -----------------------------------------------------------------------------
KCIY Master Control Aphex 320A Compellor - Stereo Processor
------------------- -------------------- -----------------------------------------------------------------------------
KCIY Storage Xxxxx 8100 Optimod Audio Processing (Backup)
------------------- -------------------- -----------------------------------------------------------------------------
KCIY Storage Xxxxxx DSP-6000E Digital Encoder (Backup)
------------------- -------------------- -----------------------------------------------------------------------------
KCIY Storage Xxxxxx DSP-6000E Digital Decoder (Backup)
------------------- -------------------- -----------------------------------------------------------------------------
KCIY Storage Xxxxxx PCL-606 STL-950.00 Mzh (Backup)
------------------- -------------------- -----------------------------------------------------------------------------
Vehicles
------------------- -------------------- -----------------------------------------------------------------------------
KQRC Parking Lot Rock Van - Van comes complete with all
associated broadcast equipment except
for the RPU on 450.9125 Mhz and the
associated RF power amp.
------------------- -------------------- -----------------------------------------------------------------------------
KQRC Parking Lot Rock Van (also referred to as the Pepsi
Van) - Van comes complete with all
associated broadcast equipment except
for the portable RPU transmitter on
450.9125 Mhz.
------------------- -------------------- -----------------------------------------------------------------------------
KCIY Parking Lot KCIY Remote Van - Unit comes complete
with all equipment including a Xxxxxxx
Xxxx (and associated hardware) that
hasn't been installed yet.
------------------- -------------------- -----------------------------------------------------------------------------
RPU & Remote Control Equipment
------------------- -------------------- -----------------------------------------------------------------------------
All Storage Xxxxx SRPT-40 Frequency Agile Xxxxx Transmitter (Not Working)
------------------- -------------------- -----------------------------------------------------------------------------
All Storage Xxxxx XX-10 Frequency Agile Xxxxx Receiver (Not Working)
------------------- -------------------- -----------------------------------------------------------------------------
? Storage Xxxxx ARC-16 Remote Control - Studio Chassis (Unknown Condition)
------------------- -------------------- -----------------------------------------------------------------------------
? Storage Xxxxxx MRC-16 Remote Control (the other end of this unit is at KXTR trans)
------------------- -------------------- -----------------------------------------------------------------------------
KCIY Transmitter Site All equipment located at transmitter site including but not limited to the
following: BE transmitter, Xxxxxxx Backup transmitter, STL Main and Backup
Receive equipment, Xxxxx Remote Control, Main and backup transmission
lines, STL receive lines & dishes, Main and Aux. transmit antennas, Antenna
transfer switches, Dummy load, Monitoring Equipment including Modulation
Monitors, Antenna Deicer Controls, and Spare Parts associated with above
equipment.
------------------- -------------------- -----------------------------------------------------------------------------
KQRC Transmitter Site All equipment located at Transmitter Site including but not limited to the
following: Two Continental FM transmitters, STL Main and Backup receive
equipment, Remote Control System, Main and Backup shared transmission
lines, Shared combiner system, STL receive line & Dish, Shared Main and
Auxiliary transmit antennas, Antenna transfer switches, Dummy load,
Monitoring Equipment including Modulation Monitors, Antenna Deicer
Controls, and Spare parts associated with above equipment.
------------------- -------------------- -----------------------------------------------------------------------------
------------------- -------------------- -----------------------------------------------------------------------------
Station Location Description/Model
------------------- -------------------- -----------------------------------------------------------------------------
------------------- -------------------- -----------------------------------------------------------------------------
KXTR Transmitter Site All equipment located at transmitter site including but not limited to the
following: Xxxxxx 25K FM transmitter, FM transmission line, 10 Bay ERI FM
antenna, STL Line & Dish, STL CD LINK Receiver, Xxxxx remote control,
Modulation monitor and other monitoring equipment, Filter traps for other
FM's, Backup Xxxxxx PLC-606 STL receiver, Backup Xxxxxx MRC-16 Remote
Control, Antenna Deicer Controls, and Spare parts.
------------------- -------------------- -----------------------------------------------------------------------------
Miscellaneous
------------------- -------------------- -----------------------------------------------------------------------------
Unknown Storage Two - New Radio Design Labs ACM-2 Noise Monitors (Never Installed)
------------------- -------------------- -----------------------------------------------------------------------------
All Unknown IFR Spectrum Analyzer (Test Equipment)
------------------- -------------------- -----------------------------------------------------------------------------
Asset Purchase Agreement
Dated May 11, 2000
Among Xxxxxxxx Communications, Inc., et. al
and Entercom Communications Corp.
Attachment 2 to Schedule 2.2
KCMO-AM & FM ASSETS LOCATED AT STUDIO
TO BE TRANSFERRED TO BUYER
------------------- -------------------- -----------------------------------------------------------------------------
Station Location Description/Model
------------------- -------------------- -----------------------------------------------------------------------------
Satellite Equipment
------------------- -------------------- -----------------------------------------------------------------------------
KCMO-AM TOC Currently all ABC Satellite programming carried on KCMO-AM and FM is
received off the ABC network via SEDAT cards installed in a Scientific
Atlanta satellite receiver. Xxxxxxxx owns two Scientific Atlanta receivers
but will need to obtain at least another SEDAT card and probably a remote
switching unit. ABC is currently upgrading their satellite distribution
system to use a new Starguide II receiver. We have received one to date
and by close may receive more slated for KCMO-AM. Any receivers slated for
KCMO will be provided.
------------------- -------------------- -----------------------------------------------------------------------------
KCMO-FM TOC See KCMO-AM Explanation
------------------- -------------------- -----------------------------------------------------------------------------
Studio Transmitter Links/Audio Processing
------------------- -------------------- -----------------------------------------------------------------------------
KCMO-AM Master Control CRL APP-400 Audio Processor - Limiter before STL transmitter
------------------- -------------------- -----------------------------------------------------------------------------
KCMO-AM Master Control CRL APP-400 Audio Processor - Limiter before phone line to transmitter
------------------- -------------------- -----------------------------------------------------------------------------
KCMO-AM Master Control Xxxxx STL Transmitter - 948.50 Mhz. - From studio to Ch. 5 Tower
------------------- -------------------- -----------------------------------------------------------------------------
KCMO-AM Ch5 Tower Xxxxx STL Receiver - 948.50 Mhz. - Receive STL from Studio
------------------- -------------------- -----------------------------------------------------------------------------
KCMO-AM Ch5 Tower Xxxxx STL Transmitter - 951.00 Mhz. - From Ch. 5 Tower to KCMO-AM Tower
------------------- -------------------- -----------------------------------------------------------------------------
KCMO-FM Master Control Xxxxxx PCL-606 STL Transmitter - 947.00 Mhz
------------------- -------------------- -----------------------------------------------------------------------------
KCMO-FM Master Control Xxxxx 8200 ST Studio Chassis
------------------- -------------------- -----------------------------------------------------------------------------
KCMO-FM Master Control Xxxxxx DSP-6000E Digital Encoder
------------------- -------------------- -----------------------------------------------------------------------------
KCMO-FM Master Control Xxxxxx PCL-505 STL Transmitter - 947.00 Mhz - (Backup)
------------------- -------------------- -----------------------------------------------------------------------------
Vehicles
------------------- -------------------- -----------------------------------------------------------------------------
KCMO-AM Parking Lot KCMO-AM Van - Van comes complete with
all associated electronics except for
RPU transmit equipment and associated
RF amplifier.
------------------- -------------------- -----------------------------------------------------------------------------
KCMO-FM Parking Lot KCMO-FM Van - Van comes complete with
all associated electronics except for
RPU transmit equipment and associated
RF amplifier.
------------------- -------------------- -----------------------------------------------------------------------------
------------------- -------------------- -----------------------------------------------------------------------------
Station Location Description/Model
------------------- -------------------- -----------------------------------------------------------------------------
Remote Control Equipment
------------------- -------------------- -----------------------------------------------------------------------------
KCMO-AM Studio Xxxxx ARC-16 Remote Control System - Studio Chassis
------------------- -------------------- -----------------------------------------------------------------------------
KCMO-FM Transmitter Xxxxxxx Dial-up Remote Control System located at Transmitter
------------------- -------------------- -----------------------------------------------------------------------------
Transmitter Sites
------------------- -------------------- -----------------------------------------------------------------------------
KCMO-AM Transmitter Site All equipment located at transmitter site including but not limited to the
following: Nautel AM transmitter, Back-up transmitter, STL Receiver, STL
Dish & Receive Line, Xxxxx Remote Control, Four towers, 4 Tower Phasor, 4
Antenna Tuning Units, Switching equipment for pattern and transmitter
changes, Main and Backup Audio Processors, Monitoring Equipment including
Modulation Monitors, Spare Parts associated with transmission equipment and
one Potomac Instruments Model FIM-41
------------------- -------------------- -----------------------------------------------------------------------------
KCMO-FM Transmitter Site All equipment located at transmitter site including but not limited to the
following: Two Continental FM transmitters, STL Main and Backup receive
equipment, Remote Control System, Main and Backup shared transmission
lines, Shared combiner system, STL receive line & Dish, Shared Main and
Auxiliary transmit antenna, Antenna transfer switches, Dummy load,
Monitoring Equipment including Modulation Monitors, Antenna Deicer
Controls, and spare parts associated with above equipment.
------------------- -------------------- -----------------------------------------------------------------------------
Asset Purchase Agreement
Dated May 11, 2000
Among Entercom Communications Corp., et. al and Susquehanna Radio Corp.
Schedule 3.1
I. Good Standing
Sellers
---------------------------------------- -------------------------------------- --------------------------------------
Company State of Organization States of Qualification
---------------------------------------- -------------------------------------- --------------------------------------
Entercom Communications Corp. Pennsylvania CA, FL, MO, OR, KS, WA
---------------------------------------- -------------------------------------- --------------------------------------
Entercom Kansas City, LLC Delaware KS, MO
---------------------------------------- -------------------------------------- --------------------------------------
Entercom Kansas City License, LLC Delaware N/A
---------------------------------------- -------------------------------------- --------------------------------------
Sinclair Sellers
---------------------------------------- -------------------------------------- --------------------------------------
Company State of Organization States of Qualification
---------------------------------------- -------------------------------------- --------------------------------------
Xxxxxxxx Communications Inc. Maryland IL, NY, TN, OH, NC, MO, KY, TX
---------------------------------------- -------------------------------------- --------------------------------------
Xxxxxxxx Media III, Inc. Maryland MO
---------------------------------------- -------------------------------------- --------------------------------------
Xxxxxxxx Kansas City Licensee, LLC Maryland N/A
---------------------------------------- -------------------------------------- --------------------------------------
II. Joint Ventures
Sellers
1. The use of certain transmitter equipment and assets at 0000 Xxxxxxx Xxxxxx,
Xxxxxx Xxxx, Xxxxxxxx, is shared with Entercom Kansas City, d/b/a KUDL-FM,
successor in interest to Shamrock Broadcasting, Inc., pursuant to that certain
KUDL/KCFX Shared Property Agreement dated June 8, 1990. (The Shared Property
Agreement will be terminated at Closing and replaced with a new Shared Property
Agreement between Entercom Kansas City d/b/a KUDL-FM and Buyer d/b/a KCFX-FM.)
2. The use of the antenna at 000 Xxxx 00xx Xxxxxx, Xxxxxx Xxxx, Xxxxxxxx, is
shared with Xxxxxxxx Radio Kansas City, LLC, d/b/a KQRC, successor in interest
to Wodlinger Broadcasting Co., pursuant to that certain Antenna Lease dated
August 13, 1987.
Asset Purchase Agreement
Dated May 11, 2000
Among Entercom Communications Corp., et. al and Susquehanna Radio Corp.
Schedule 3.3
Consents
The consent of the Board of Directors of Entercom and the sole member of each of
Entercom Kansas City and Entercom Kansas City License.
Asset Purchase Agreement
Dated May 11, 2000
Among Entercom Communications Corp., et. al and Susquehanna Radio Corp.
Schedule 3.4
FCC Licenses
Xxxxxxxx Radio of Kansas City Licensee, LLC
KCFX(FM)
---------------------------------------- ------------------------------------------ ----------------------------------
License File No./ Call Letters Expiration Date
---------------------------------------- ------------------------------------------ ----------------------------------
Main Station License BLH-900917KC 02/01/05
---------------------------------------- ------------------------------------------ ----------------------------------
Auxiliary Antenna BLH-930212KB 02/01/05
---------------------------------------- ------------------------------------------ ----------------------------------
Aural Studio Transmitter Link WGZ-620 02/01/05
(Broadcast Auxiliary)
---------------------------------------- ------------------------------------------ ----------------------------------
Remote Pickup KIA-666 02/01/05
(Broadcast Auxiliary)
---------------------------------------- ------------------------------------------ ----------------------------------
Remote Pickup KQ-5580 02/01/05
(Broadcast Auxiliary)
---------------------------------------- ------------------------------------------ ----------------------------------
Entercom Kansas City License, LLC
KCMO(AM)
---------------------------------------- ------------------------------------------ ----------------------------------
License File No./Call Letters Expiration Date
---------------------------------------- ------------------------------------------ ----------------------------------
Main Station License BML-850906AD 02/01/05
---------------------------------------- ------------------------------------------ ----------------------------------
R/P Automatic Relay (Broadcast KKN-754 02/01/05
Auxiliary)
---------------------------------------- ------------------------------------------ ----------------------------------
R/P Base KQB-261 02/01/05
(Broadcast Auxiliary)
---------------------------------------- ------------------------------------------ ----------------------------------
Aural STL WGR-813 02/01/05
(Broadcast Auxiliary)
---------------------------------------- ------------------------------------------ ----------------------------------
Aural STL WGR-814 02/01/05
(Broadcast Auxiliary)
---------------------------------------- ------------------------------------------ ----------------------------------
Entercom Kansas City License, LLC
KCMO(FM)
---------------------------------------- ------------------------------------------ ----------------------------------
License File No./Call Letters Expiration Date
---------------------------------------- ------------------------------------------ ----------------------------------
Main Station License BLH-19990714KA 02/01/05
---------------------------------------- ------------------------------------------ ----------------------------------
Aural STL WCX-429 02/01/05
(Broadcast Auxiliary)
---------------------------------------- ------------------------------------------ ----------------------------------
Asset Purchase Agreement
Dated May 11, 2000
Among Entercom Communications Corp., et. al and Susquehanna Radio Corp.
Schedule 3.5
I. Real Property
KCFX(FM)
--------
Owned
-----
None.
Leased
------
1. KCFX-FM Building and Tower Space - 0000 Xxxxxxx Xxxxxx, Xxxxxx
Xxxx, Xxxxxxxx, pursuant to Lease Agreement dated June 25, 1990 by
and between Olympia Communications Corporation and KCFX Radio,
Inc., assigned to WSTR, Inc. (n/k/a Xxxxxxxx Media III, Inc.).
This lease will be terminated at Closing and replaced with the
Lease in accordance with the Agreement. (Note: see related Shared
Property Agreement listed on Schedule 3.1.)
2. Studio & Office Space - 0000 Xxxxxxxx Xxxxx, Xxxxxx Xxxx,
Xxxxxxxx, pursuant to Lease Agreement dated November 10, 1997 by
and between Marley Associates and KCFX-FM, Inc., assigned to WSTR,
Inc. (n/k/a Xxxxxxxx Media III, Inc.).*
KCMO(AM/FM)
-----------
Owned
-----
1. KCMO(AM) Transmitter Site - Approximately 80 acres of land located
at 00000 Xxxxx Xxxxxxx Xxxx, Xxxxxx Xxxx, Xxxxxxxx, pursuant to
Missouri Special Warranty Deed dated October 3, 1997 by and
between Kanza, Inc. and Entercom.*
Leased
------
1. Antenna Space - 000 Xxxx 00xx Xxxxxx, Xxxxxx Xxxx, Xxxxxxxx,
pursuant to Antenna Lease dated August 13, 1987 by and between
Entercom Kansas City, LLC, successor in interest to Pacific and
Southern Company, Inc., and Xxxxxxxx Radio Kansas City,
LLC, successor in interest to Wodlinger Broadcasting Co.*
2. Antenna Space - 000 Xxxx 00xx Xxxxxx, Xxxxxx Xxxx, Xxxxxxxx,
pursuant to Tower Agreement dated June 21, 1983 by and between
Xxxxxxxx Corporation and Entercom Kansas City License, LLC,
successor in interest to Fairbanks Broadcasting Company of Kansas
City, Inc. (Note: Lease must be assigned to the holder of the FCC
license.)*
-----------------------------
*Represents a Material Contract
Asset Purchase Agreement
Dated May 11, 2000
Among Entercom Communications Corp., et. al and Susquehanna Radio Corp.
Schedule 3.5 (continued)
II. Real Property - Exceptions to Title and Encumbrances
1. All liens, encumbrances and restrictions listed in Chicago Title Insurance
Policy 26-908-106-9720684 dated October 6, 1997 relating to the KCMO(AM)
Transmitter Site at 00000 Xxxxxxxxxxxx Xxxx, Xxxxxx Xxxx, Xxxxxxxx.
2. All liens on leasehold interests existing pursuant to the Credit Agreement
dated as of December 16, 1999 by and among Entercom Radio LLC, Entercom, Banc of
America Securities LLC, as the Lead Arranger and Book Manager, Key Corporate
Capital Inc., as the Administrative Agent and Co-Documentation Agent, Bank of
America, N.A., as the Syndication Agent and Co-Documentation Agent, and the
other financial institutions a party thereto. These liens will be removed in
connection with the Closing.
Asset Purchase Agreement
Dated May 11, 2000
Among Entercom Communications Corp., et. al and Susquehanna Radio Corp.
Schedule 3.6
Tangible Personal Property - Exceptions to Title and Encumbrances
KCFX(FM)
--------
The use of certain transmitter equipment and assets at 0000 Xxxxxxx Xxxxxx,
Xxxxxx Xxxx, Xxxxxxxx, is shared with Entercom Kansas City, d/b/a KUDL-FM,
successor in interest to Shamrock Broadcasting, Inc., pursuant to that certain
KUDL/KCFX Shared Property Agreement dated June 8, 1990. (The Shared Property
Agreement will be terminated at Closing and replaced with a new Shared Property
Agreement between Entercom Kansas City d/b/a KUDL-FM and Buyer d/b/a KCFX-FM.)
KCMO(AM/FM)
-----------
All liens existing pursuant to the Credit Agreement dated as of December 16,
1999 by and among Entercom Radio LLC, Entercom, Banc of America Securities LLC,
as the Lead Arranger and Book Manager, Key Corporate Capital Inc., as the
Administrative Agent and Co-Documentation Agent, Bank of America, N.A., as the
Syndication Agent and Co-Documentation Agent, and the other financial
institutions a party thereto. These liens will be removed in connection with the
Closing.
Asset Purchase Agreement
Dated May 11, 2000
Among Entercom Communications Corp., et. al
and Susquehanna Radio Corp.
Schedule 3.7
Contracts and Leases
I. General Contracts and Leases
KCFX(FM)
--------
-------------------------------------------------------------------------------- ------------------ ------------------
Contract Date Consent
Required
-------------------------------------------------------------------------------- ------------------ ------------------
Aircraft Music Library Annual Renewal Licensing Agreement (KCFX(FM) portion of 7/7/99 No
contract will need to be divided) (1)
-------------------------------------------------------------------------------- ------------------ ------------------
Aircraft Production Libraries Synchronization Agreement (KCFX(FM) portion of 8/1/95 No
contract will need to be divided) (1)
-------------------------------------------------------------------------------- ------------------ ------------------
Arbitron Company Supplementary Services License Agreement (KCFX(FM) portion of 11/12/98 No
contract will need to be divided) (1)
-------------------------------------------------------------------------------- ------------------ ------------------
Arbitron Company Supplementary Services License Agreement (KCFX(FM) portion of 1/22/99 No
contract will need to be divided) (1)
-------------------------------------------------------------------------------- ------------------ ------------------
Arbitron Radio Listening Estimates Station License Agreement to Receive and
11/12/98 Yes Use (KCFX(FM) portion of contract will need to be divided) (1)
-------------------------------------------------------------------------------- ------------------ ------------------
ASCAP Local Station Blanket Radio License 9/25/98 No
-------------------------------------------------------------------------------- ------------------ ------------------
BMI Single Station Radio Blanket License Agreement 5/4/98 No
-------------------------------------------------------------------------------- ------------------ ------------------
Xxxxx Bag Productions Money Music Library Extension of License Agreement 5/16/97 No
-------------------------------------------------------------------------------- ------------------ ------------------
Xxxxx Bag Productions Redline Music Library License Agreement 5/16/97 Yes
-------------------------------------------------------------------------------- ------------------ ------------------
DCS Sale and Licensing Agreement (KCFX(FM) portion of contract will need to be 5/24/96 Yes
divided) (1)
-------------------------------------------------------------------------------- ------------------ ------------------
DCS System Support Agreement (KCFX(FM) portion of contract will need to be 5/24/96 No
divided) (1)
-------------------------------------------------------------------------------- ------------------ ------------------
I-35/435 Mini Storage Rental Contract 3/2/94 Yes
-------------------------------------------------------------------------------- ------------------ ------------------
Interep National Radio Sales Representation Agreement 6/29/98 Yes
-------------------------------------------------------------------------------- ------------------ ------------------
Kansas City Self-Service Storage Facility Lease 1998 No
-------------------------------------------------------------------------------- ------------------ ------------------
*Kansas City Chiefs Football Club, Inc. Radio Broadcast Agreement 1/25/99 Yes
-------------------------------------------------------------------------------- ------------------ ------------------
Kansas City Chiefs Golden Circle Suite Lease Addendum to Sponsorship Agreement 4/6/99 Yes
-------------------------------------------------------------------------------- ------------------ ------------------
-------------------------------------------------------------------------------- ------------------ ------------------
Contract Date Consent
Required
-------------------------------------------------------------------------------- ------------------ ------------------
-------------------------------------------------------------------------------- ------------------ ------------------
*Kansas City Chiefs Radio Broadcasting Agreement 1/25/99 Yes
-------------------------------------------------------------------------------- ------------------ ------------------
*Kansas City Chiefs Sports Marketing Partnership 4/6/99 No
-------------------------------------------------------------------------------- ------------------ ------------------
xxxxxxxxxx.xxx 1999 Affiliate Agreement 4/6/99 No
-------------------------------------------------------------------------------- ------------------ ------------------
Learfield Communications, Inc. Agreement 5/5/97 Yes
-------------------------------------------------------------------------------- ------------------ ------------------
Xxxxxxx Xxxxxxx Blues Show Letter Agreement 7/8/99 No
-------------------------------------------------------------------------------- ------------------ ------------------
Marketron Act II Software License Agreement with Addendum (KCFX(FM) portion of 2/10/97 Yes
contract will need to be divided) (1)
-------------------------------------------------------------------------------- ------------------ ------------------
Maxagrid International Pricing Structure Agreement 5/9/96 No
-------------------------------------------------------------------------------- ------------------ ------------------
Media Audit Subscriber Agreement (KCFX(FM) portion of contract will need to be 2/18/99 No
divided) (1)
-------------------------------------------------------------------------------- ------------------ ------------------
Metro Traffic Control Agreement (KCFX(FM) portion of contract will need to be 2/21/96 No
divided) (1) (2)
-------------------------------------------------------------------------------- ------------------ ------------------
Midcom, Inc. NFL Radio Broadcast Cooperative Agreement 5/1/99 Yes
-------------------------------------------------------------------------------- ------------------ ------------------
Modern Business Systems Agreement (KCFX(FM) portion of contract will need to 9/20/95 No
be divided) (1)
-------------------------------------------------------------------------------- ------------------ ------------------
Music Libraries Renewal Agreement - AM/FM Radio Networks License Agreement 4/16/99 Yes
-------------------------------------------------------------------------------- ------------------ ------------------
PageCall 2nd Amendment (KCFX(FM) portion of contract will need to be divided) 5/26/89 No
(1)
-------------------------------------------------------------------------------- ------------------ ------------------
PageCall Amendment (KCFX(FM) portion of contract will need to be divided) (1) 2/17/89 No
-------------------------------------------------------------------------------- ------------------ ------------------
PageCall Assignment and Assumption of Contract 10/17/89 No
-------------------------------------------------------------------------------- ------------------ ------------------
Pitney Xxxxx Credit Corporation Lease 7/22/96 Yes
-------------------------------------------------------------------------------- ------------------ ------------------
Postage Meter Rental Agreement 6/26/85 No
-------------------------------------------------------------------------------- ------------------ ------------------
Radio Today Xxxx St. Xxxxx Licensing Agreement 3/1/94 No
-------------------------------------------------------------------------------- ------------------ ------------------
RCS Software Products Schedule 1/10/93 Yes
-------------------------------------------------------------------------------- ------------------ ------------------
Xxxxxx Xxxxxxxxx, Inc. Agreement 3/5/99 No
-------------------------------------------------------------------------------- ------------------ ------------------
SCA Promotions, Inc. Contingent Prize Indemnification Contract 7/31/99 Yes
-------------------------------------------------------------------------------- ------------------ ------------------
SCA Promotions, Inc. Contingent Prize Indemnification Contract (KCFX(FM) 8/2/99 Yes
portion of contract will need to be divided) (1)
-------------------------------------------------------------------------------- ------------------ ------------------
SESAC, Inc. Radio Broadcasting Performance License 3/17/98 No
-------------------------------------------------------------------------------- ------------------ ------------------
Starcom Field Marketing Services Radio Station Agreement (KCFX(FM) portion of 7/15/99 No
contract will need to be divided) (1)
-------------------------------------------------------------------------------- ------------------ ------------------
Strata Marketing Software Agreement (KCFX(FM) portion of contract will need to 3/24/99 Yes
be divided) (1)
-------------------------------------------------------------------------------- ------------------ ------------------
Xxxx Xxxxxx & Associates, Inc. Licensing Agreement 6/17/98 Yes
-------------------------------------------------------------------------------- ------------------ ------------------
TRZ Sports Services for rights for the Kansas City Chiefs Letter of Agreement 7/7/99 No
-------------------------------------------------------------------------------- ------------------ ------------------
-------------------------------------------------------------------------------- ------------------ ------------------
Contract Date Consent
Required
-------------------------------------------------------------------------------- ------------------ ------------------
Xxxxxx-Xxxxxx Research Services Agreement 6/7/99 No
-------------------------------------------------------------------------------- ------------------ ------------------
-------------------------------------------------------------------------------- ------------------ ------------------
Real Property Agreements
-------------------------------------------------------------------------------- ------------------ ------------------
*Lease Agreement by and between Marley Associates and KCFX-FM, Inc., assigned 11/10/87 No
to WSTR, Inc. (n/k/a Xxxxxxxx Media III, Inc.)
-------------------------------------------------------------------------------- ------------------ ------------------
Lease Agreement between Olympia Communications Corporation and KCFX Radio, 6/25/90 (3)
Inc., assigned to WSTR, Inc. (n/k/a Xxxxxxxx Media III, Inc.)
-------------------------------------------------------------------------------- ------------------ ------------------
KUDL/KCFX Shared Property Agreement 6/8/90 (3)
-------------------------------------------------------------------------------- ------------------ ------------------
------------------
*Represents a Material Contract
(1) This contract covers stations that are not being transferred to Buyer.
Buyer and Sellers agree to cooperate in good faith with the vendor of
the contract so that Buyer and Sellers may share in the benefits and
burdens of the contract as they apply to the station or stations owned
by Buyer and Seller, respectively.
(2) A new contract is being finalized. Still operating under the terms of
this contract.
(3) The lease and the Shared Property Agreement will be terminated at
Closing and replaced with the Lease and a new Shared Property
Agreement, respectively.
KCMO(AM/FM)
-----------
-------------------------------------------------------------------------------- ------------------ ------------------
Contract Date Consent
Required
-------------------------------------------------------------------------------- ------------------ ------------------
Associated Press Supplemental Software Agreement (AM) (KCMO(AM) portion of 2/1/98 No
contract will need to be divided) (1)
-------------------------------------------------------------------------------- ------------------ ------------------
Associated Press Membership Agreement for Radio and Attachment A (AM) 2/23/98 No
(KCMO(AM) portion of contract will need to be divided) (1)
-------------------------------------------------------------------------------- ------------------ ------------------
Advantage Systems Agreement (KCMO(AM) portion of contract will need to be 8/2/99 No
divided) (1)
-------------------------------------------------------------------------------- ------------------ ------------------
ASCAP Local Station Per Program Radio License 3/26/97 No
-------------------------------------------------------------------------------- ------------------ ------------------
ASCAP Local Blanket Radio License 3/27/97 No
-------------------------------------------------------------------------------- ------------------ ------------------
BMI Single Station Radio per Program License Agreement 2/9/94 (2) No
-------------------------------------------------------------------------------- ------------------ ------------------
BMI Single Station Radio Blanket License Agreement 2/9/94 (2) No
-------------------------------------------------------------------------------- ------------------ ------------------
CBS Radio Networks Affiliate Agreement 7/26/99 No
-------------------------------------------------------------------------------- ------------------ ------------------
Chancellor Broadcasting Co., Inc. Affiliation Agreement Amendment 3/98 No
-------------------------------------------------------------------------------- ------------------ ------------------
Xxx Radio, Inc. Radio Program License Agreement - Xxxxx Xxxxxx Show 4/1/99 No
-------------------------------------------------------------------------------- ------------------ ------------------
Xxxx Xxxxx Productions - Services Agreement 4/1/98 No
-------------------------------------------------------------------------------- ------------------ ------------------
Launch Radio Network 1/25/00 No
-------------------------------------------------------------------------------- ------------------ ------------------
Premiere Radio Network - The Xx. Xxxxx Xxxxxxxxxxxx Fee Addendum to License 10/8/96 Unable to locate
Agreement original
agreement
-------------------------------------------------------------------------------- ------------------ ------------------
Radio Broadcast Agreement (Kansas City Blades) 1/12/99 Yes
-------------------------------------------------------------------------------- ------------------ ------------------
Amend to Radio Broadcast (Kansas City Blades) 10/5/99 Yes
-------------------------------------------------------------------------------- ------------------ ------------------
SESAC, Inc. Radio Broadcasting Performance License 11/3/97 No
-------------------------------------------------------------------------------- ------------------ ------------------
SESAC Broadcasting 11/3/97 Performance License Amendment and Modification 11/3/97 No
Letter
-------------------------------------------------------------------------------- ------------------ ------------------
Tiger Network Agreement 7/28/99 No
-------------------------------------------------------------------------------- ------------------ ------------------
Traffic Network Radio Affiliate Agreement 1/19/98 No
-------------------------------------------------------------------------------- ------------------ ------------------
The Xxxxxxx Xxxxx Show-License Agreement 12/16/94 No
-------------------------------------------------------------------------------- ------------------ ------------------
Weather Channel (KCMO(AM) portion of contract will need to be divided) (1) 10/23/97 No
-------------------------------------------------------------------------------- ------------------ ------------------
Xxxxxxx X. Xxxxxxxx - Audio Recordings 9/25/99 No
-------------------------------------------------------------------------------- ------------------ ------------------
ABC Radio Network: Licensing Agreement for "The Double Gold Collection" 9/18/91 No
-------------------------------------------------------------------------------- ------------------ ------------------
AP Membership Agreement and Attachment A (FM) 2/23/98 No
-------------------------------------------------------------------------------- ------------------ ------------------
-------------------------------------------------------------------------------- ------------------ ------------------
Contract Date Consent
Required
-------------------------------------------------------------------------------- ------------------ ------------------
(KCMO(FM) portion of contract will need to be divided) (1)
-------------------------------------------------------------------------------- ------------------ ------------------
Broadcast Programming Contract Agreement 11/18/98 No
-------------------------------------------------------------------------------- ------------------ ------------------
Xxxxx Bag Productions 1/7/99 Yes
-------------------------------------------------------------------------------- ------------------ ------------------
Xxxxx Bag Productions - Smoke Music Library 1/7/99
-------------------------------------------------------------------------------- ------------------ ------------------
Xxxxx Bag Productions - K-Earth 1/7/99
-------------------------------------------------------------------------------- ------------------ ------------------
Xxx Xxxxxxxx & Associates, Inc. License Agreement 10/23/97 No
-------------------------------------------------------------------------------- ------------------ ------------------
Film House, Inc. License Agreement 2/4/97 Yes
-------------------------------------------------------------------------------- ------------------ ------------------
Film House, Inc. Addendum to License Agreement 10/8/98 Yes
-------------------------------------------------------------------------------- ------------------ ------------------
First Com License Agreement - Lease (KCMO(AM/FM) portion of contract will need 1/1/99 Yes
to be divided) (1)
-------------------------------------------------------------------------------- ------------------ ------------------
Jam Creative Productions, Inc. 3/4/99 Yes
-------------------------------------------------------------------------------- ------------------ ------------------
Missouri Broadcasters Association - Non-Commercial Sustaining Announcement 11/8/98 (3) No
Program 1999 Agreement (AM)
-------------------------------------------------------------------------------- ------------------ ------------------
Powersound Productions 8/1/99 No
-------------------------------------------------------------------------------- ------------------ ------------------
Xxxxxxx Programming Services 8/26/99 No
-------------------------------------------------------------------------------- ------------------ ------------------
Radio Broadcasting, Inc. Good Times Oldies Web Page 1/31/00 Yes
-------------------------------------------------------------------------------- ------------------ ------------------
Strata Marketing, Inc. Software Agreement (KCMO(AM/FM) portion of contract 12/3/97 Yes
will need to be divided) (1)
-------------------------------------------------------------------------------- ------------------ ------------------
TFSnet, Inc. Internet Services Agreement (KCMO(AM/FM) portion of contract will 10/1/98 (2) Yes
need to be divided) (1)
-------------------------------------------------------------------------------- ------------------ ------------------
Xxxx Xxxxxxx Productions: Broadcast Lease Agreement 7/9/99 No
-------------------------------------------------------------------------------- ------------------ ------------------
Unistar: Xxxx Xxxxx'x Rock, Roll & Remember 10/19/93 (3) No
-------------------------------------------------------------------------------- ------------------ ------------------
Traffic Network Radio Affiliate Agreement and Addendum (AM and FM) 1/19/98 No
(KCMO(AM/FM) portion of contract will need to be divided) (1)
-------------------------------------------------------------------------------- ------------------ ------------------
The Arbitron Mapmaker License Agreement (KCMO(AM/FM) portion of contract will 8/1/99 No
need to be divided) (1)
-------------------------------------------------------------------------------- ------------------ ------------------
The Arbitron Company Supplementary Services ("Specials") Agreement 8/29/99 No
(KCMO(AM/FM) portion of contract will need to be divided) (1)
-------------------------------------------------------------------------------- ------------------ ------------------
The Arbitron Company Addendum to Mapmaker Supplement- 8/29/99 No
ary Services Agreement (KCMO(AM/FM) portion of contract will need to be
divided) (1)
-------------------------------------------------------------------------------- ------------------ ------------------
Xxxxx Bag Productions License Agreement for Rampage Music Library (KCMO(AM/FM)
4/1/97 Yes portion of contract will need to be divided) (1)
-------------------------------------------------------------------------------- ------------------ ------------------
Killer Tracks Production Music: Broadcast Blanket License 1/6/99 Yes
-------------------------------------------------------------------------------- ------------------ ------------------
National Radio Sales Representation Agreement (KCMO(AM/FM) portion of contract 4/7/97 No
will need to be divided) (1)
-------------------------------------------------------------------------------- ------------------ ------------------
-------------------------------------------------------------------------------- ------------------ ------------------
Contract Date Consent
Required
-------------------------------------------------------------------------------- ------------------ ------------------
Custom Business Systems, Inc. License and Service Agreement (KCMO(AM/FM) 4/21/99 Yes
portion of contract will need to be divided) (1)
-------------------------------------------------------------------------------- ------------------ ------------------
Real Property Agreements
-------------------------------------------------------------------------------- ------------------ ------------------
*Antenna Lease between Entercom Kansas City, LLC, successor in interest to 8/13/87 No
Pacific and Southern Company, Inc., and Xxxxxxxx Radio Kansas City, LLC,
successor in interest to Wodlinger Broadcasting Co.
-------------------------------------------------------------------------------- ------------------ ------------------
*Tower Agreement between Xxxxxxxx Corporation and Entercom Kansas City 6/20/83 No; provided
License, LLC, successor in interest to Fairbanks Broadcasting Company of --------
Kansas City, Inc. that the lease
is assigned to
the holder of
the FCC license
for KCMO(FM)
-------------------------------------------------------------------------------- ------------------ ------------------
*Missouri Special Warranty Deed between Kanza, Inc. and Entercom 10/3/97 No
-------------------------------------------------------------------------------- ------------------ ------------------
Collective Bargaining Agreements
-------------------------------------------------------------------------------- ------------------ ------------------
American Federation of Television and Radio Artists (AFTRA) Agreement - 9/29/01 (4)
Kansas City
-------------------------------------------------------------------------------- ------------------ ------------------
AFTRA Addendum: Kansas City Royals Baseball Network Addendum to AFTRA Agreement 9/29/01 (4)
-------------------------------------------------------------------------------- ------------------ ------------------
AFTRA Addendum: Limited Letter of Adherence for Contributions to AFTRA Health 9/29/01 (4)
& Welfare Retirement Funds.
-------------------------------------------------------------------------------- ------------------ ------------------
-------------------------------
*Represents a Material Contract
(1) This contract covers stations that are not being transferred to Buyer.
Buyer and Sellers agree to cooperate in good faith with the vendor of
the contract so that Buyer and Sellers may share in the benefits and
burdens of the contract as they apply to the station or stations owned
by Buyer and Seller, respectively.
(2) A new contract is being finalized. Still operating under the terms of
this contract.
(3) Operating under terms of old contract.
(4) Buyer is not obligated to assume the Collective Bargaining Agreements
listed above.
Asset Purchase Agreement
Dated May 11, 2000
Among Xxxxxxxx Communications, Inc., et. al
and Entercom Communications Corp.
Schedule 3.7 (continued)
(See Schedule 6.10 for Retention Agreements)
II. Employment Agreements
---------------------------------------- ---------------------------------------------------------- ------------------
Employee Name Title Effective Date
---------------------------------------- ---------------------------------------------------------- ------------------
Employment Agreements
---------------------------------------- ---------------------------------------------------------- ------------------
Xxxxxxx Xxxxxxxx Vice President and General Manager 2/28/97
---------------------------------------- ---------------------------------------------------------- ------------------
Xxxxx Xxxxxxx Director of Programming 3/3/99
---------------------------------------- ---------------------------------------------------------- ------------------
Xxxx Xxxx Xxxxxxxx Account Executive (Sales Commission Plan) 6/23/99
---------------------------------------- ---------------------------------------------------------- ------------------
Xxxxx Xxxxxxx Account Executive (Sales Commission Plan) 8/23/99
---------------------------------------- ---------------------------------------------------------- ------------------
Xxxxxx Xxxxx Account Executive (Sales Commission Plan) 6/14/99
---------------------------------------- ---------------------------------------------------------- ------------------
Xxxxxxx Xxxxxxxxxxx Account Executive (Sales Commission Plan) 6/1/99
---------------------------------------- ---------------------------------------------------------- ------------------
Xxxxx Xxxxxx Account Executive (Sales Commission Plan) 6/29/95
---------------------------------------- ---------------------------------------------------------- ------------------
Xxxxxx Xxxx Account Executive (Sales Commission Plan) 11/2/98
----------------------------------------------------------------------------------------------------------------------
On-Air Talent Agreements
----------------------------------------------------------------------------------------------------------------------
Xxxx Xxxxxx On-Air Personality 8/30/01
---------------------------------------- ---------------------------------------------------------- ------------------
Xxxxx Xxxxx On-Air Personality 9/1/98
---------------------------------------- ---------------------------------------------------------- ------------------
Xxxxx XxXxxxxx On-Air Personality 9/20/99
---------------------------------------- ---------------------------------------------------------- ------------------
Xxxxxxx Xxxxxx On-Air Personality 10/14/94
---------------------------------------- ---------------------------------------------------------- ------------------
Xxx Xxxxx Sports Director and Announcer 7/26/99 -Renewal
in process
---------------------------------------- ---------------------------------------------------------- ------------------
Xxxxx Xxxxxxx Play-by-Play Announcer 7/20/99 -
Renewal in
process
---------------------------------------- ---------------------------------------------------------- ------------------
Asset Purchase Agreement
Dated May 11, 2000
Among Entercom Communications Corp. and Susquehanna
Schedule 3.7 (continued)
III. Trade/Receivables Agreements
KCFX(FM)
--------
The trade balance as of December 31, 1999 for KCFX(FM) has previously been
delivered to Buyer.
KCMO(AM/FM)
-----------
The Trade/Receivables listing dated as of December 31, 1999 has previously been
delivered to Buyer.
Asset Purchase Agreement
Dated May 11, 2000
Among Entercom Communications Corp., et. al and Susquehanna Radio Corp.
Schedule 3.8
Infringements on Intangibles
None.
Asset Purchase Agreement
Dated May 11, 2000
Among Entercom Communications Corp., et. al and Susquehanna Radio Corp.
Schedule 3.11
Taxes
Sinclair Sellers
----------------
Certain radio stations that were acquired in 1998 did not properly file property
tax returns to certain jurisdictions prior to the 1999 tax year. For the period
beginning 1/1/99, all property tax returns were properly and timely filed in all
appropriate jurisdictions. The tax liability related to these improperly filed
property tax returns should not exceed $35,000. Sellers acknowledge that Buyer
shall not be liable for the tax liability disclosed in the immediately preceding
sentence.
Asset Purchase Agreement
Dated May 11, 2000
Among Entercom Communications Corp., et. al and Susquehanna Radio Corp.
Schedule 3.12
Insurance
See attached summaries of policies for KCFX(FM) and KCMO(AM/FM).
Asset Purchase Agreement
Dated May 11, 2000
Among Xxxxxxxx Communications, Inc., et. al
and Entercom Communications Corp.
Attachment to Schedule 3.12 - Policy Summary for KCFX(FM)
------------------------------------ ------------------------------------ ------------------------ ---------------------
Company Policy # Policy Period
------------------------------------ ------------------------------------ ------------------------ ---------------------
Package Policy St. Xxxx Guardian CK03800730 06/01/99-00
------------------------------------ ------------------------------------ ------------------------ ---------------------
Virginia Auto Policy Guardian CA03800211 06/01/99-00
------------------------------------ ------------------------------------ ------------------------ ---------------------
Texas Auto Policy Guardian CK03800730-01 06/01/99-00
------------------------------------ ------------------------------------ ------------------------ ---------------------
Nevada Auto Policy St. Xxxx Fire & Marine CA03800212 06/01/99-00
------------------------------------ ------------------------------------ ------------------------ ---------------------
Massachusetts Auto Policy FGIC 060MA4099 04/30-08/01/99
------------------------------------ ------------------------------------ ------------------------ ---------------------
Workers Compensation Hartford 30WEMS3700 12/01/98-99
------------------------------------ ------------------------------------ ------------------------ ---------------------
Yacht Policy Royal Insurance Co. of America POY079553 12/01/98-99
------------------------------------ ------------------------------------ ------------------------ ---------------------
Crime Bond USF&G CCR14794710700 12/01/98-99
------------------------------------ ------------------------------------ ------------------------ ---------------------
New York Disability Hartford Life Insurance Co. LNY602633000 04/29/99-00
------------------------------------ ------------------------------------ ------------------------ ---------------------
Global Companion USF&G 9MP14089888002 12/01/98-99
------------------------------------ ------------------------------------ ------------------------ ---------------------
Directors & Officers Liab. Great American NSP2107793 06/07/99-00
------------------------------------ ------------------------------------ ------------------------ ---------------------
Excess Directors & Xxxxxxxx Xxx Xxxxxxxx Xxxxxxxxx Xx. XXX00000 06/07/99-00
Liability
------------------------------------ ------------------------------------ ------------------------ ---------------------
Umbrella Chubb 79646453 06/01/99-00
------------------------------------ ------------------------------------ ------------------------ ---------------------
Excess Liab. Great American Insurance Co. EXX827730505 06/01/99-00
------------------------------------ ------------------------------------ ------------------------ ---------------------
------------------------------------ ------------------------------------ ------------------------ ---------------------
Company Policy # Policy Period
------------------------------------ ------------------------------------ ------------------------ ---------------------
Excess Liab. Fireman's Fund XXK00074588773 06/01/99-00
------------------------------------ ------------------------------------ ------------------------ ---------------------
Excess Liab. USF&G 1MP30145030300 06/01/99-00
------------------------------------ ------------------------------------ ------------------------ ---------------------
Fiduciary Liab. Aetna Casualty & Surety Company 098FF103007228 12/28/98-99
------------------------------------ ------------------------------------ ------------------------ ---------------------
Machinery Breakdown Chubb 78375920 12/01/98-99
------------------------------------ ------------------------------------ ------------------------ ---------------------
Broadcasters Liability Employers Reinsurance Corp. BR042144 12/01/98-99
------------------------------------ ------------------------------------ ------------------------ ---------------------
Earthquake Policy USF&G CPQ14806009902 06/01/99-00
------------------------------------ ------------------------------------ ------------------------ ---------------------
Excess Earthquake USF&G CPR14806024202 06/19/99-00
------------------------------------ ------------------------------------ ------------------------ ---------------------
Earthquake Policy USF&G CPQ14806008802 06/01/99-00
------------------------------------ ------------------------------------ ------------------------ ---------------------
Asset Purchase Agreement
Dated May 11, 2000
Among Xxxxxxxx Communications, Inc., et. al
and Entercom Communications Corp.
Attachment to Schedule 3.12 - Policy Summary for KCMO(AM/FM)
Property Policy
Insurance Carrier: Lexington Insurance Company
Policy Number: 8535854
Effective: 3/7/00 - 3/7/01
Limit of Insurance: $30,000,000
Difference in Conditions Policy (Flood, Earthquake, Volcanic Action)
Insurance Carrier: Royal Indemnity Company
Policy Number: RHQ310197
Effective: 3/7/00 - 3/7/01
Limit of Insurance: $10,000,000
Underground Storage Tank Coverage (Kansas)
Insurance Carrier: Zurich American Insurance Company
Policy Number: USC3668573-00
Effective: 3/7/00 - 3/7/01
Limit of Insurance: $1,000,00
Foreign Liability Coverage
Insurance Carrier: American International Group
Policy Number: ABIND01
Effective: 3/7/00 - 3/7/01
Limit of Insurance: $1,000,000 General Liability
$ 500,000 Employers Liability
$1,000,000 DIC Auto
Crime Policy
Insurance Carrier: National Union
Policy Number: 8607985
Effective: 3/7/00 - 3/7/01
Limit of Insurance: $1,000,000
General Liability Policy
Insurance Carrier: National Union
Policy Number: GL 000-00-00
Effective: 3/7/00 - 3/7/01
Limit of Insurance: $1,000,000 Per Occurrence
$2,000,000 General Aggregate
Automobile Policy
Insurance Carrier: American Home Assurance Company
Policy Number: CA 000-00-00
Effective: 3/7/00 - 3/7/01
Limit of Insurance: $1,000,000
Workers Compensation Policy
Insurance Carrier: American International Group
Policy Number: 4550456/57 (Calif.)
Effective: 3/7/00 - 3/7/01
Broadcasters Errors & Omissions Policy
Insurance Carrier: American International Specialty Lines Insurance Company
Policy Number: 000-00-00
Effective: 3/7/99 - 3/7/02
Limit of Insurance: $ 3,000,000 Per Occurrence
$10,000,000 Aggregate
Umbrella Liability
Insurance Carrier: National Union
Policy Number: BE357-4642
Effective: 3/7/99 - 3/7/02
Limit of Insurance: $50,000,000 Per Occurrence/Aggregate
Asset Purchase Agreement
Dated May 11, 2000
Among Entercom Communications Corp., et. al and Susquehanna Radio Corp.
Schedule 3.14
Personnel and Employee Benefits
(See Schedule 6.10 for Retention Agreements)
Sellers
-------
I. Employee Roster
See attached - includes Sinclair Sellers' employees.
II. Employee Contracts/Agreements
See Schedule 3.7 (II) - Employment Agreements - includes Sinclair
Sellers' employees.
III. Employee Benefit Plans
1. 401(k) Savings and Retirement Plan.
2. Medical Insurance Plans, including traditional plan and
Preferred Provider Network.
3. Flexible Medical Spending Plan.
4. Life Insurance Plan, including fully paid group Life &
Accidental Death & Dismemberment Insurance.
5. Dental Plan
6. Long-Term Disability Plan
7. Employee Stock Purchase Plan
Sinclair Sellers
----------------
I. Employee Roster
See attached - includes Sellers' employees.
II. Employee Contracts/Agreements
See Schedule 3.7 (II) - Employment Agreements - includes Sellers'
employees.
III. Employee Benefit Plans
See attached listing of Benefit Plans.
IV. Incentive Bonus Pool
The payment of the Incentive Bonus Pool for department heads and
general managers is the sole obligation of Sinclair Sellers.
Asset Purchase Agreement
Dated May 11, 2000
Among Xxxxxxxx Communications, Inc., et. al
and Entercom Communications Corp.
Attachment to Schedule 3.14 - Employee Roster
-------------------------- ------------------------------ -------------------------------
STATION TITLE NAME
-------------------------- ------------------------------ -------------------------------
General & Administrative General Manager Xxxxxxxx, Xxx (1)
-------------------------- ------------------------------ -------------------------------
General & Administrative Administrative Assistant Greenmayre, Xxxxx
-------------------------- ------------------------------ -------------------------------
KCFX(FM) On Air Xxxxxxx, Xxxx
-------------------------- ------------------------------ -------------------------------
KCFX(FM) On Air Price, TJ
-------------------------- ------------------------------ -------------------------------
KCFX(FM) On Air Xxxxxx, Xxxxx
-------------------------- ------------------------------ -------------------------------
KCFX(FM) On Air Tolmon, Xxxx
-------------------------- ------------------------------ -------------------------------
KCFX(FM) On Air Xxxxxxx, Xxxxx
-------------------------- ------------------------------ -------------------------------
KCFX(FM) On Air Xxxxxxx, Xxxxxxx (Xxxxx)
-------------------------- ------------------------------ -------------------------------
KCFX(FM) On Air Xxxxxx, Xxxxxxx
-------------------------- ------------------------------ -------------------------------
KCFX(FM) On Air - Weekends Xxxxxxx, Xxxxx (Xxxx)
-------------------------- ------------------------------ -------------------------------
KCFX(FM) Xxxxxxxx, Xxxx
-------------------------- ------------------------------ -------------------------------
KCFX(FM) Xxxxxxxx, Xxxxx
-------------------------- ------------------------------ -------------------------------
KCFX(FM) Xxxxx, Xxxx
-------------------------- ------------------------------ -------------------------------
KCFX(FM) Receptionist Xxxx, Xxxxxxxx
-------------------------- ------------------------------ -------------------------------
KCFX(FM) Xxxxxxx, Xxxxxx
-------------------------- ------------------------------ -------------------------------
KCFX(FM) Xxxxx, Xxxx
========================== ============================== ===============================
-------------------------- ------------------------------ -------------------------------
General & Administrative Production Director Xxxxxxx, Xxxx
-------------------------- ------------------------------ -------------------------------
KCFX(FM) Promotion Director Xxxxxxx, Xxxxx
-------------------------- ------------------------------ -------------------------------
KCFX(FM) Producer Maymem, Xxxxx
-------------------------- ------------------------------ -------------------------------
KCFX(FM) Board Operator Xxxxxxx, Xxxxx
-------------------------- ------------------------------ -------------------------------
KCFX(FM) Promotion Assistant Wardner, Triy
-------------------------- ------------------------------ -------------------------------
KCFX(FM) Promotion Assistant Xxxxxx, Xxxxx
-------------------------- ------------------------------ -------------------------------
KCFX(FM) Promotion Assistant Xxxxxx, Xxxx
-------------------------- ------------------------------ -------------------------------
KCFX(FM) Promotion Assistant Xxxx, Xxxxx
-------------------------- ------------------------------ -------------------------------
KCFX(FM) Promotion Assistant Xxxxx, Xxxxxx
-------------------------- ------------------------------ -------------------------------
KCFX(FM) Sales Manager Xxxxx Xxxxx (2)
-------------------------- ------------------------------ -------------------------------
KCFX(FM) Account Executive Xxxxxx, Xxxx
-------------------------- ------------------------------ -------------------------------
KCFX(FM) Account Executive Xxxxxxxxx, Xxxx
-------------------------- ------------------------------ -------------------------------
KCFX(FM) Account Executive XxXxxxxxx, Xxxxxxx
-------------------------- ------------------------------ -------------------------------
KCFX(FM) Account Executive Xxxxxx, Xxxxx
-------------------------- ------------------------------ -------------------------------
KCFX(FM) Account Executive Xxxxx, Xxxxx
-------------------------- ------------------------------ -------------------------------
General & Administrative National Sales Manager Xxxxxxx, Xxxxxxx
-------------------------- ------------------------------ -------------------------------
KCFX(FM) Sales Assistant Xxxxxxxxxx, Xxxxxxxx
-------------------------- ------------------------------ -------------------------------
KCFX(FM) Chief Engineer Xxxxxxxx, Xxxx
-------------------------- ------------------------------ -------------------------------
KCFX(FM) Kansas City Chiefs Sports GSM Xxxxxxx, Xxxx
-------------------------- ------------------------------ -------------------------------
KCFX(FM) Kansas City Chiefs Sports Xxx Xxxxx
Director and Announcer
-------------------------- ------------------------------ -------------------------------
KCFX(FM) Kansas City Chiefs Xxxxx Xxxxxxx
Play-by-Play Announcer
========================== ============================== ===============================
-------------------------- ------------------------------ -------------------------------
KCFX(FM) Kansas City Chiefs Account Xxxxxx Xxxxxxxx
Executive
-------------------------- ------------------------------ -------------------------------
KCFX(FM) Kansas City Chiefs Account Xxxxx Xxxxx
Executive
-------------------------- ------------------------------ -------------------------------
(Formerly Xxxxx Xxxx)
KCFX(FM) Kansas City Chiefs
Production Director
-------------------------- ------------------------------ -------------------------------
General & Administrative Assistant Engineer Xxxxxx, Xxxxx
-------------------------- ------------------------------ -------------------------------
General & Administrative Assistant Engineer Xxxxxx, Xxx
-------------------------- ------------------------------ -------------------------------
General & Administrative Assistant Engineer Xxxx, Xxxxx
-------------------------- ------------------------------ -------------------------------
General & Administrative Business Manager Xxxxx, Xxxxxx
-------------------------- ------------------------------ -------------------------------
General & Administrative A/R Xxxx, Xxxxx
-------------------------- ------------------------------ -------------------------------
General & Administrative Traffic Manager Xxxxxx, Xxxxx
-------------------------- ------------------------------ -------------------------------
General & Administrative Continuity Director Xxxxxxxx, Xxxxx
-------------------------- ------------------------------ -------------------------------
General & Administrative Receptionist Xxxxxxxxx, Xxxx
-------------------------- ------------------------------ -------------------------------
KCMO(AM) On Air - Morning Xxxxxxx, Xxxx
-------------------------- ------------------------------ -------------------------------
KCMO(AM) On Air - Morning Xxxxxx, Xxxx
-------------------------- ------------------------------ -------------------------------
KCMO(AM) On Air Xxxxxx, Xxxxx
-------------------------- ------------------------------ -------------------------------
KCMO(AM) On Air Xxxxx, Xxxxx
-------------------------- ------------------------------ -------------------------------
KCMO(AM) Program Director Xxxxxx, Xxxx
-------------------------- ------------------------------ -------------------------------
KCMO(FM) Promotion Director Xxxxxxxxx, Xxxxxx
-------------------------- ------------------------------ -------------------------------
KCMO(AM/FM) On Air Xxxxxx, Xxxxx
-------------------------- ------------------------------ -------------------------------
KCMO(AM/FM) On Air Xxxxx, Xxxxx
-------------------------- ------------------------------ -------------------------------
-------------------------- ------------------------------ -------------------------------
KCMO(AM) On Air Xxxxxx, Xxx
-------------------------- ------------------------------ -------------------------------
KCMO(AM) On Air Xxxxxxxxx, Xxxxx
-------------------------- ------------------------------ -------------------------------
KCMO(AM) On Air Xxxxxx, Xxxxx
-------------------------- ------------------------------ -------------------------------
KCMO(AM) Frenshinski, D.V.
-------------------------- ------------------------------ -------------------------------
KCMO(AM) On Air Xxxxxx, Xxxxx
-------------------------- ------------------------------ -------------------------------
KCMO(AM/FM) Promotion Assistant Xxxxxxxxx, Xxxxxxx
-------------------------- ------------------------------ -------------------------------
KCMO(AM/FM) Sales Manager Xxxxx, Xxxxx
-------------------------- ------------------------------ -------------------------------
KCMO(AM/FM) Sales Manager Xxxxx, Xxx (Xxxxxxxx)
-------------------------- ------------------------------ -------------------------------
KCMO(AM/FM) Account Executive Xxxxxxx, Xxxxx
-------------------------- ------------------------------ -------------------------------
KCMO(AM/FM) Account Executive Xxxxx, Xxxxx
-------------------------- ------------------------------ -------------------------------
KCMO(AM/FM) Account Executive Xxxxx, Xxx
-------------------------- ------------------------------ -------------------------------
KCMO(AM/FM) Account Executive Xxxxxxx, Xxxx Xxxx
-------------------------- ------------------------------ -------------------------------
KCMO(AM/FM) Account Executive Xxxxxxx, Xxx
-------------------------- ------------------------------ -------------------------------
KCMO(AM/FM) Account Executive Xxxxxx, Xxxx
-------------------------- ------------------------------ -------------------------------
KCMO(AM/FM) Account Executive Xxxxxxxxxxx, Xxxxx
-------------------------- ------------------------------ -------------------------------
KCMO(AM/FM) Account Executive Xxxxxx, Xxxxx
-------------------------- ------------------------------ -------------------------------
KCMO(AM/FM) Account Executive Xxxx, Xxxxx
-------------------------- ------------------------------ -------------------------------
KCMO(AM/FM) Account Executive Xxxxx, Xxx
-------------------------- ------------------------------ -------------------------------
KCMO(FM) Sales Assistant Xxxxxx, Xxx
-------------------------- ------------------------------ -------------------------------
KCMO(AM) On Air Xxxxxx, Xxxx
-------------------------- ------------------------------ -------------------------------
KCMO(AM) Tech. Producer Xxxxxxxxxx, Xxxxx
-------------------------- ------------------------------ -------------------------------
KCMO(AM) Tech. Producer Xxxxxx, Xxxx
-------------------------- ------------------------------ -------------------------------
KCMO(AM) Tech. Producer Xxxxxx, Xxxxx
-------------------------- ------------------------------ -------------------------------
KCMO(AM) Tech. Producer Xxxxxx, Xxxxx
-------------------------- ------------------------------ -------------------------------
KCMO(AM) Tech. Producer Xxxxx, Xxxxx
-------------------------- ------------------------------ -------------------------------
-------------------------- ------------------------------ -------------------------------
KCMO(AM) Engineer Xxxxx, Xxxx
-------------------------- ------------------------------ -------------------------------
KCMO(AM) Traffic Supervisor Xxxxx, Xxxxx
-------------------------- ------------------------------ -------------------------------
KCMO(FM) On Air Xxxxxx, Xxxx (Xxxxxxx)
-------------------------- ------------------------------ -------------------------------
KCMO(FM) On Air XxXxxxxx, Xxxxx
-------------------------- ------------------------------ -------------------------------
KCMO(FM) On Air Xxxxxx, Xxxxx
-------------------------- ------------------------------ -------------------------------
KCMO(FM) Xxx, Xxxxx
-------------------------- ------------------------------ -------------------------------
KCMO(FM) On Air XxXxxxxxx, Xxxx
-------------------------- ------------------------------ -------------------------------
KCMO(FM) On Air Xxxxxx, Xxxxxxx
-------------------------- ------------------------------ -------------------------------
KCMO(FM) On Air Xxxxx, Xxxxx
-------------------------- ------------------------------ -------------------------------
KCMO(FM) On Air Xxxx, Xxxxx
-------------------------- ------------------------------ -------------------------------
KCMO(FM) On Air Xxxxxxx, Xxxxx
-------------------------- ------------------------------ -------------------------------
KCMO(FM) On Air Xxxxx, Xxxxx
-------------------------- ------------------------------ -------------------------------
KCMO(FM) On Air Xxxxx, Xxxx
-------------------------- ------------------------------ -------------------------------
KCMO(FM) On Air Xxxxxxxx, Xxxxx
-------------------------- ------------------------------ -------------------------------
KCMO(FM) On Air Jay, Phil
-------------------------- ------------------------------ -------------------------------
KCMO(FM) Program Director Xxxxxxx, Xxxxx
-------------------------- ------------------------------ -------------------------------
KCMO(AM) Xxxxxxxxx, Xxx
-------------------------- ------------------------------ -------------------------------
KCMO(FM) Traffic Manager Xxxxx, Xxxxx
-------------------------- ------------------------------ -------------------------------
KCMO(FM) Xxxxxxxx, Xxxxxx
-------------------------- ------------------------------ -------------------------------
KCMO(FM) Xxxxx, Xxxxxxx
-------------------------- ------------------------------ -------------------------------
KCMO(FM) Xxxxxxxx, Xxxx
-------------------------- ------------------------------ -------------------------------
KCMO(FM) Xxxxxx, Xxxxx
-------------------------- ------------------------------ -------------------------------
KCMO(FM) Xxxxxxxx, Xxxx
-------------------------- ------------------------------ -------------------------------
KCMO(FM) Xxxxxxxxxxx, Xxxxx
-------------------------- ------------------------------ -------------------------------
(1) Subject to a Retention Agreement
(2) Currently also general sales manager for KCIY and KXTR.
Asset Purchase Agreement
Dated May 11, 2000
Among Entercom Communications Corp., et. al and Susquehanna Radio Corp.
Attachment to Schedule 3.14 - Sinclair Sellers Employee Benefit Plans
1. Xxxxxxxx Broadcast Group, Inc. 401(k) Plan (#90179): Emjay
Corporation
2. Xxxxxxxx Broadcast Group, Inc. Employee Benefit Program (#2093):
CoreSource, Inc. for medical, dental, short-term disability and
prescription drug benefit plan.
3. Xxxxxxxx Broadcast Group, Inc. Long-term Disability Insurance
(#636637)
4. Xxxxxxxx Broadcast Group, Inc. Life and Accidental Death and
Dismemberment Insurance (#636637) Standard Insurance Company
5. Xxxxxxxx Broadcast Group, Inc. Flexible Spending Accounts--Health
and Dependent Care: CoreSource, Inc.
6. Xxxxxxxx Broadcast Group, Inc. Employee Stock Purchase Plan: Xxxxx
Xxxxxx
7. Xxxxxxxx Broadcast Group, Inc. Vision Plan: VSP (#12117521)
8. Xxxxxxxx Broadcast Group, Inc. Supplemental Life Insurance Plan:
Standard Insurance Company (#6366337)
Asset Purchase Agreement
Dated May 11, 2000
Among Entercom Communications Corp., et. al and Susquehanna Radio Corp.
Schedule 3.14(g)
Labor
Sinclair Sellers
----------------
None.
Sellers
-------
1. American Federation of Television and Radio Artists (AFTRA) Agreement -
Kansas City.
2. AFTRA Addendum: Kansas City Royals Baseball Network Addendum to AFTRA
Agreement.
3. AFTRA Addendum: Limited Letter of Adherence for Contributions to AFTRA
Health & Welfare Retirement Funds.
-------------------
Note: Buyer is not obligated to assume the Collective Bargaining Agreements
listed above.
Asset Purchase Agreement
Dated May 11, 2000
Among Entercom Communications Corp., et. al and Susquehanna Radio Corp.
Schedule 3.15
Litigation
None.
Asset Purchase Agreement
Dated May 11, 2000
Among Entercom Communications Corp., et. al and Susquehanna Radio Corp.
Schedule 3.16
Environmental Compliance
1. Certain of the Real Property has asbestos containing materials thereon, the
removal of which is not required by applicable environmental laws.
2. There is an underground water tank at the KCMO(AM) Transmitter Site located
at 00000 Xxxxx Xxxxxxx Xxxx, Xxxxxx Xxxx, Xxxxxxxx.
Asset Purchase Agreement
Dated May 11, 2000
Among Entercom Communications Corp., et. al and Susquehanna Radio Corp.
Schedule 3.18
Conduct of Business
KCFX(FM) (Since the July 31, 1999 balance sheet.)
--------
None.
KCMO(AM/FM) (Since the December 31, 1999 balance sheet.)
-----------
None.
Asset Purchase Agreement
Dated May 11, 2000
Among Entercom Communications Corp., et. al and Susquehanna Radio Corp.
Schedule 3.19
Affiliate Transactions
The Lease and the related new KUDL/KCFX Shared Property Agreement, each by and
between Buyer and Entercom Kansas City, to be entered into at Closing.
Asset Purchase Agreement
Dated May 11, 2000
Among Entercom Communications Corp., et. al and Susquehanna Radio Corp.
Schedule 3.20
Brokers
Star Media Group Inc. will receive a commission in connection with the sale of
the Stations. The Sellers shall be responsible for the payment of this
commission.
Asset Purchase Agreement
Dated May 11, 2000
Among Entercom Communications Corp., et. al and Susquehanna Radio Corp.
Schedule 5.3
Encumbrances
KCFX(FM)
--------
1. All liens existing pursuant to the Credit Agreement dated May 28, 1998 by and
among Xxxxxxxx Broadcast Group, Inc., certain of its subsidiaries and the Chase
Manhattan Bank, N.A. as Administrative Agent.
KCMO(AM/FM)
-----------
1. All liens existing pursuant to the Credit Agreement dated as of December 16,
1999 by and among Entercom Radio LLC, Entercom, Banc of America Securities LLC,
as the Lead Arranger and Book Manager, Key Corporate Capital Inc., as the
Administrative Agent and Co-Documentation Agent, Bank of America, N.A., as the
Syndication Agent and Co-Documentation Agent, and the other financial
institutions a party thereto. These liens will be removed in connection with
Closing.
2. All liens, encumbrances and restrictions listed in Chicago Title Insurance
Policy 26-908-106-9720684 dated October 6, 1997 relating to the KCMO(AM)
Transmitter Site at 00000 Xxxxxxxxxxxx Xxxx, Xxxxxx Xxxx, Xxxxxxxx.
Asset Purchase Agreement
Dated May 11, 2000
Among Entercom Communications Corp., et. al and Susquehanna Radio Corp.
Schedule 6.10
Retention Agreements
KCFX(FM)
--------
Xxx Xxxxxxxx is party to a "Retention Agreement" pursuant to which he is
entitled to receive severance in the event of his termination in certain
instances.
Asset Purchase Agreement
Dated May 11, 2000
Among Entercom Communications Corp., et. al and Susquehanna Radio Corp.
Schedule 6.23
Nonsolicitation
Buyer agrees that during the period specified in Section 6.23 of the Agreement
neither it nor any of its Affiliates will solicit, negotiate for or contract for
any rights to broadcast any of the programs broadcast currently or at Closing on
any of KKGM-AM, KMBZ-AM or WDAF-AM.
Sellers agree that during the period specified in Section 6.23 of the Agreement
neither they nor any of their respective Affiliates will solicit, negotiate for
or contract for any rights to broadcast any of the programs broadcast currently
or at Closing on any of KCFX(FM), KCMO(AM) or KCMO(FM) or any rights, whether
programming, marketing, promotional, stadium lease or otherwise, held by Sellers
or any of their Affiliates currently or at Closing with respect to the Kansas
City Chiefs.
MISSION CORPORATE CENTRE
LEASE AGREEMENT
MARLEY ASSOCIATES
a Missouri General Partnership
"Lessor"
and
KCFX-FM, INC.
an Iowa Corporation
"Lessee"
MISSION CORPORATE CENTRE
0000 Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxxx
This Lease is made this ____ day of November, 1997, by and between MARLEY
ASSOCIATES, a Missouri General Partnership, referred to hereinafter as "Lessor"
and KCFX-FM, INC., an Iowa Corporation, hereinafter referred to as "Lessee".
1. PREMISES: WITNESSETH: Lessor does hereby demise and Lease unto Lessee
and Lessee does hereby Lease from Lessor that certain office space in the
Mission Corporate Centre Building, located at 0000 Xxxxxxxx Xxxxx, Xxxxxxx,
Xxxxxx space known as Suite 600 plus penthouse, on the sixth floor and penthouse
of said building, as known on "Exhibit B", attached hereto the "Lease Premises".
For the purpose of this Lease, it is agreed by and between the parties that the
net useable square footage in the Leased Premises shall be deemed to be 20,514
square feet and the net rentable square footage attributable to the Leased
Premises shall be deemed to be 20,914 square feet.
1.1 Net Useable Footage: The number of square feet of floor area
within the exterior faces of exterior walls (except party walls as to which the
center thereof instead of the exterior faces thereof shall be used) constructed
for occupancy in the Building. No deduction or exclusion shall be made from Net
Useable Footage by reason of interior partitions or other interior construction
or equipment.
1.2 Net Rentable Footage: 20,914 square feet, which is equal to the
sum of (i) the number of square feet of the Net Useable Footage in the Premises
plus (ii) 400 square feet representing the amount of square feet of floor area
in the Building common areas which is deemed to be the pro rata share thereof
attributable to the Net Useable Footage in the Premises.
2. TERM: Subject to Paragraph 46 hereof, this Lease is for a term of
twenty (20) years beginning on the 1st day of March 1998 and ending on 28th
day of February, 2018.
In the event that at the execution of this Lease, the Leased Premises are
not constructed and completed, and the same are not completed by the beginning
of the stated term above described, Lessor shall not be liable to Lessee for
failure to complete by said time, and any damages or other responsibility by
Lessor to Lessee is expressly waived. Should the Lessee occupy his premises
prior to the commencement date of the first day of the leased term, as
hereinabove described, the Lessee shall be deemed to occupy the premises for the
interim prior to the first day of the term upon the same terms and conditions
and rentals as stated for the term, and any rentals for a part of the calendar
month shall be prorated and paid accordingly.
Notwithstanding the foregoing lease commencement date, Lessee and Lessor
acknowledge that Lessee will deliver plans and specifications in sufficient
detail, approved by Lessee, to Lessor to allow to acquire a building permit from
the City of Mission, Kansas. Lessor will have 61 days from receipt of the said
plans to complete the construction of the space for Lessee. In such event that
Lessor does not complete said construction within the aforementioned 61-day
period, then for each day of delay beyond the 61 days, the lease commencement
date will be extended one day for each day delayed. In such event that Lessee
requests changes or change orders to the plans and specifications at anytime
during said 61-day period, for each additional day required for said
construction, Lessor's 61-day construction period will be extended accordingly.
3. BASE RENTAL: Tenant agrees to pay Landlord during the Initial Lease
Term, without prior demand therefore and without any offset or deduction
whatsoever, the monthly rent set forth below, as adjusted under Section 3.2
hereof ("Base Rental"):
1
Rent Per
Monthly Rent Square Foot Time Period
------------ ----------- -----------
$25,549.94 $14.66 3/1/98 - 2/28/03
$27,449.63 $15.75 3/1/03 - 2/28/08
$29,959.31 $17.19 3/1/08 - 2/28/13
$32,015.85 $18.37 3/1/13 - 2/28/18
The monthly Base Rental for each month, or portion thereof during the
Initial Lease Term, together with any estimated adjustments pursuant to Section
3.2 hereof, shall be due and payable in advance on the first day of each
calendar month during the Initial Lease Term and any extensions or renewals
thereof, and Tenant hereby agrees to pay such Base Rental and any adjustments
thereto to Landlord at Landlord's address provided herein ( or such other
address as may be designated by Landlord in writing from time to time). The Base
Rental for the first month of the Lease Term is due prior to occupancy. If the
term of this Lease commences on a day other than the first day of the month or
terminates on a day other than the last day of the month, then the installments
of Base Rental and any adjustments thereto for such month or months shall be
prorated, based on the number of days in such month, and Landlord shall return
any overpayment made by Tenant. If Tenant shall fail to pay within thirty (30)
days after the same is due and payable any Base Rental or any Additional Rent,
Tenant shall, upon demand, pay Landlord interest on the past due amount from the
due date thereof to the date of payment at a rate equal to the lesser of (i) two
percent (2%) in excess of the prime rate from time to time announced by Nations
Bank, or (ii) ten percent (10%) per annum.
3.1 FIRST MONTH'S RENT: Receipt of TWENTY-FIVE THOUSAND FIVE HUNDRED
FORTY-NINE AND 94/100 DOLLARS ($25,549.94) is hereby acknowledged for rent for
the first month of this Lease, commencing on March 1, 1998.
3.2 OPERATING EXPENSES: In the event that in any calendar year the
Lessor's "Operating Expenses" of the building, including ground in connection
therewith and ancillary parking areas, shall exceed the sum of the total
expenses for the year 1997 (Base Year) adjusted to reflect 95% occupancy, the
Lessee shall pay additional rent for each full or partial calendar year during
the lease term an amount equal to the excess over the Base Year, as the net
rentable area of the space hereby rented bears to the total net rentable area of
the building. For the purpose of making this calculation and all other
calculations herein where the area of the building and the leased premises are
involved, it is hereby agreed that the net rentable area under the terms of this
Lease is 118,544 square feet.
In no event shall the total adjusted monthly rent be less than the base
amount provided for herein. For the purpose of making any adjustments in the
base rent under this Lease, the term "Operating Expenses" shall include the
operating expenses of the Building and are herein defined to comprise the
following:
(a) Wages and salaries of all employees engaged in the operating and
maintenance of the building, including employer's Social Security
Taxes and any other taxes which may be levied on such wages and
salaries, and also including any other fringe benefits, but excluding
income tax liabilities incurred by Lessor out of its building
operations;
(b) All costs of management, operation, and maintenance of the land, the
building, and other improvements thereon and appurtenances thereto;
(c) All janitor and office supplies and material used in the operation
and maintenance of the building;
(d) Cost of all maintenance and service agreements on equipment,
including window cleaning;
2
(f) Insurance costs allocable to the building;
(g) Cost of repairs and general maintenance, exclusive of expense of
alterations of building for the accommodation of a specific Lessee
or Lessees; and exclusive of all capital improvements made in the
premises or in the building of which the premises are a part;
(h) Cost of all utilities, including but not limited to water, gas,
and electrical and the cost of operation and maintenance of
heating, lighting, ventilating, and air conditioning equipment
serving the building and parking lot;
(i) Cost of maintenance and upkeep of the landscaping and grounds of said
building;
(j) Real Estate taxes and special assessment and costs to protest or appeal
same;
(k) Patrol service and/or security service;
(l) Such other operating expenses which Lessor determines relate to
the building, grounds, parking area and other common areas.
The Lessee's share of such increased cost shall be determined and paid on
an annual basis for each calendar twelve (12) months, ending on December 31st,
prorating fractional years for the entire lease term. The Lessee's share of such
increased cost shall be estimated beginning on the first day of the calendar
year following the end of the first calendar year during the lease term and at
the beginning of each calendar year thereafter, and a monthly rate determined.
The Lessee shall pay such estimated charge on the first day of each month, (or
within ten days thereafter) in advance; provided, however, that within ninety
days after the end of each fiscal year the Lessor or his designated agent shall
determine its net cost for such fiscal year (and Lessee's share thereof) and
furnish a copy of such computation in writing to the Lessee. If the monthly
payment made by the Lessee in such fiscal year exceeds Lessee's pro rata portion
of such increased operating expenses of the building, the Lessor or his
designated agent shall apply such excess toward subsequent monthly payments. If
Lessee's pro rata portion of such increased operating expenses of the building
exceed the monthly payments made in such fiscal year by Lessee, the Lessee shall
pay the difference to the Lessor's designated agent. Such payment to the Lessor
or his designated agent shall be paid within ten (10) days of notification.
Default of any payment required under this paragraph shall be deemed to be a
default under the Lease of which it is a part. The payments provided for in this
paragraph may at Lessor's option be computed on the actual cost or estimates and
billed on a monthly or on any other basis determined by Lessor and shall be paid
by the Lessee within ten (10) days receipt of billing thereof from Lessor. If
estimates are used for computations of operating expenses of the building, said
estimated cost shall be corrected at the end of each calendar year by Lessor
when actual cost are known and the Lessee shall be billed for any deficiencies
if any and said deficiencies shall be paid by Lessee within ten (10) days of
notice by Lessor. If estimated payments result in excess and said excesses shall
be applied toward subsequent monthly charges estimated and said subsequent
monthly payments reduced in accordance therewith.
The expenses for "labor" as herein above referred to shall include
without limitation Xxxxxxx'x Compensation Insurance, Social Security and any
fringe benefits paid or accrued to employees of the building. The term "labor"
shall mean all wages allocable to the operation, maintenance or repair of the
building whether the person(s) receiving such wages are employed by Lessor or by
a contractor or agent, provided, however, that the salaries paid to executive
employees of Lessor shall not be included as operating expenses, but salaries
and
3
wages of the superintendent of the building and all employees subject to his
direction shall be so included. For all purposes of computing additional rents
due Lessor pursuant to this paragraph, Lessee's share shall be 17.6%* of the
total cost to Lessor computed in accordance with the foregoing. In no event will
Lessee be required to share in any cost which is or could be reimbursed to
Lessor by insurance.
Notwithstanding anything herein to the contrary, for purposes of
determining Lessee's share of electrical utilities, the net rentable area of the
space hereby rented shall not include the rentable area of any space with
respect to which all electrical consumption is separately metered to Lessee.
4. SECURITY DEPOSIT: Lessee at the time of execution of this Lease has
deposited with Lessor, as trustee, the sum of TWELVE THOUSAND SEVEN HUNDRED
SEVETY-FOUR AND 97/100 DOLLARS ($12,774.97) (hereinafter called "Security
Deposit"), to be held by said trustee as hereinafter provided to guarantee the
faithful performance by Lessee of all of the terms and covenants hereinafter to
be kept and performed by Lessee. Any interest earned thereon shall be the
property of Lessor. Unless and until Lessee is in default with respect to any
provision hereof, said Security Deposit shall be the property of Lessee. In the
event that Lessee is in default with respect to any provision of this Lease and
after any necessary notice thereof, upon termination of this Lease for such
default trustee shall pay to Lessor the whole or any part of such Security
Deposit for the payment of any such amount which Lessor may extend or may be
required to expend by reason of such default (including, but not limited to, the
payment of any Rent in default) and the balance shall be paid over to Lessee. In
the event that Lessee shall faithfully and fully comply with all the terms,
provisions, covenants and conditions of this Lease, the Security Deposit shall
be returned to Lessee by trustee at the end of the Term and upon the surrender
of the Premises in the manner and in the condition herein provided. In the event
of any transfer of the Building and/or Land, trustee may pay over the Security
Deposit to the transferee to be held under the terms of this Lease, and the
Security Deposit to Lessee. Under no circumstances shall the Security Deposit be
interpreted in any way or manner as being part of the Rent at any time or be
applied to any rental payment due by Lessee hereunder.
5. OPTION TO MOVE: INTENTIONALLY DELETED.
6. ASSIGNMENT & SUBLETTING: The original Lessee herein, KCFX-FM, Inc.
("KCFX"), shall have the right to sublet the Premises or any part thereof and/or
to assign this Lease to Xxxxxxxx Communications, Inc. ("SCI") without the prior
written consent of the Lessor. In the event that KCFX intends to exercise its
right to assign and/or sublease to SCI, KCFX shall give the Lessor written
notice of same at least ten days in advance of any such proposed assignment or
subletting. In the event of any assignment pursuant to this paragraph, KCFX
shall not remain an obligor to the Lessor under this Lease as to any duties or
obligations arising subsequent to the said assignment. By accepting any
assignment or subletting, SCI shall become bound by and shall perform and shall
become entitled to the benefit of all of the terms, conditions, and covenants by
which the Lessee hereunder is bound.
In the event that no sale is consummated between KCFX and SCI, KCFX shall
have the right to sublet the Premises or any part thereof and/or to assign this
Lease to an entity other than SCI which purchases all or substantially all of
the assets of Lessee as to radio broadcast stations KXTR-FM, KCFX-FM, KCIY-FM
and KQRC-FM ("Third-Party Purchaser") without the prior written consent of the
Lessor. In the event that KCFX intends to exercise its right to assign and/or
sublease to a Third-Party Purchaser, KCFX shall give the Lessor and SCI written
notice of same at least thirty days in advance of any such proposed assignment
or subletting. If Lessor notifies SCI that the assignee is not reasonably
acceptable to Lessor, then SCI shall execute a guaranty substantially conforming
to that guarantee set forth in Exhibit G, attached hereto (the "Guaranty"). In
the event of any assignment pursuant to this paragraph, KCFX shall not remain an
obligor to the Lessor under this Lease as to any duties or obligations arising
subsequent to the said assignment. By accepting any assignment or subletting,
the Third-Party Purchaser shall become bound by and shall perform and shall
become entitled to the benefit of all of the terms, conditions, and covenants by
which the Lessee hereunder is bound, and further Third-Party Purchaser shall
become bound to reimburse SCI for any payments, debts, or obligations for which
SCI becomes liable to Lessor pursuant to the terms of the Guaranty (together
with interest at an annual rate of 8.5% on any such
4
amounts paid by SCI from the date paid to the date reimbursed). Any assignment
or sublease between KCFX and Third-Party Purchaser shall contain an
acknowledgement by Third-Party Purchaser that Third-Party Purchaser has become
bound by and shall perform and shall become entitled to the benefit of all of
the terms, conditions, and covenants by which the Lessee hereunder is bound, and
further that Third-Party Purchaser has become bound to reimburse SCI for any
payments, debts, or obligations for which SCI becomes liable to Lessor pursuant
to the terms of the Guaranty (together with interest at an annual rate of 8.5%
on any such amounts paid by SCI from the date paid to the date reimbursed).
Lessor agrees that SCI shall be subrogated to the rights of the Lessor against
the Third-Party Purchaser if, and to the extent, SCI has become liable for any
payments, debts or obligations pursuant to the terms of the Guaranty.
Lessee may assign this Lease and/or sublet the Premises to any subsidiary
corporation of Lessee, parent corporation of Lessee, or a related entity, upon
giving Lessor written notice of intent to so do. In the event of any such
assignment or subletting, Lessee shall remain the principal obligor to the
Lessor under all covenants of this Lease, and by accepting any assignment or
subletting, any assignee or sublessee shall become bound by and shall perform
and shall become entitled to the benefit of all of the terms, conditions, and
covenants by which the Lessee hereunder is bound.
Except as set forth above, Lessee shall not sublet the Premises or any
part thereof and Lessee shall not assign, transfer, pledge, mortgage, or
otherwise encumber this Lease, or any portion of the term hereof, without the
previous written consent in each instance of Lessor, which consent shall not be
unreasonably withheld, conditioned, or delayed. Lessee shall furnish to Lessor a
copy of such proposed instrument. Except as set forth above, in the event of any
assignment or subletting, Lessee shall remain the principal obligor to the
Lessor under all covenants of this Lease, and by accepting any assignment or
subletting, any assignee or sublessee shall become bound by and shall perform
and shall become entitles to the benefit of all of the terms, conditions, and
covenants by which the Lessee hereunder is bound.
7. MAINTENANCE: Lessor shall, at its expense, maintain in good condition
and repair (including replacements where necessary) the roof, downspouts,
exterior doors, windows and walls, foundation, and structural parts of the
building of which the demised premises constitute a part. Such costs shall be
included in the definition of the term "Operating Expenses" as set forth in
Section 3.2 of this Lease.
Lessee covenants and agrees to maintain the interior of the leased premises
in good condition and repair.
So long as any action is not inconsistent with the provisions of this
Lease, Lessor reserves the right to make repairs and alterations to the building
or any part thereof and to the leased premises when and where it may deem
necessary in its reasonable opinion. Lessor further reserves the right, with
prior notification to Lessee, which shall be written if practicable, to make
alterations to the Leased Premises that are required by law or for the general
health, safety, and/or welfare of the tenants in the building. Notwithstanding
the above, Lessor agrees that during the time of said alterations or repairs,
Lessor will not unreasonably interfere with Lessee's business operation. No
damage or compensation shall be claimed by Lessee by reason of any
inconvenience, annoyance or otherwise arising from Lessor's right to make
repairs and alterations to the building. Lessor agrees to use its best efforts,
during said time of repair or alteration, so as not to unreasonably interfere
with Lessee's business.
8. CARE OF PREMISES: The Lessee shall not perform any acts or carry on any
practices which may damage the building or be a nuisance to other Lessees in the
building. The Lessee shall not use or permit the use of any portion of said
premises as sleeping apartments, lodging rooms, for cooking (except in a
designated kitchen or lunchroom used as a convenience area in conjunction with
the office use permitted herein) or for any purpose not permitted under the use
clause of this Lease, or for any unlawful purpose or purposes.
9. ALTERATIONS: Lessee shall not, without the prior written consent of
Lessor, make any alterations, improvements or additions to the Premises. If
Lessor consents to said alterations, improvements or additions, it may impose
such conditions with respect thereto as Lessor deems appropriate, including
without limitation requiring Lessee to furnish Lessor with security for the
payment of all costs to be incurred in connection with such work and the plans
and specifications together with all permits necessary for such work. The work
necessary to make any alterations, improvements or additions to the premises
shall be done at Lessee's expense by employees of or contractors hired by Lessor
except to the extent Lessor gives its prior written consent to Lessee's hiring
contractors. Lessee shall promptly pay to Lessor or to Lessee's contractors, as
5
the case may be, when due, the cost of all such work and of all decorating
required by reason thereof. Upon completion of such work, Lessee shall deliver
to Lessor, if payment is made directly to contractors, evidence of payment,
contractor's affidavits and full final waivers of all liens for labor, services
or materials. Lessee shall defend and hold Lessor and the Land and the Building
harmless from all costs, damages, liens, and expenses related to such work.
Lessor reserves the right to require separate documentation in the event it
elects to have third-party financing of any improvements to be performed by
Lessor. All work done by Lessee or its contractors shall be done in a
first-class, workmanlike manner, using only good grades of materials and shall
comply with all insurance requirements and all applicable laws and ordinances
and rules and regulations of governmental departments or agencies. All
alterations, improvements and additions to the premises, whether temporary or
permanent in character, made or paid for by the Lessor or Lessee shall become
Lessor's property at the termination of this Lease and shall, unless Lessor
requests their removal, be relinquished to Lessor in good condition, ordinary
wear and tear excepted.
10. PERMITED USE: Lessee shall use and occupy the Premises for a radio
station(s), television station(s), and related operations, and no other use or
purpose, and Lessee agrees for itself and its employees, agents, clients,
customers, invitees, and guests to comply with the rules and conditions as
outlined in this Lease and with such reasonable modifications thereof and
additions thereto as Lessor may make for the Building, its being agreed that
Lessor shall be liable for any nonobservance thereof by any other Lessee. Lessee
shall not make or permit to be made any use of the Premises which, directly or
indirectly, is forbidden by law, ordinance or governmental regulation or which
may be dangerous to persons or property or which may invalidate or increase the
premium cost of any policy of insurance carried on the Building or covering its
operations; nor shall Lessee do or permit to be done any act or thing upon the
Premises which will be in conflict with fire insurance policies covering the
Building.
11. IMPROVEMENTS:
11.1 IMPROVEMENTS: Lessor agrees to construct the improvements pursuant
to the plans and specifications attached (or to be attached) hereto as Exhibit
"C" and "C-1" and incorporated hereby reference ("Improvements"). "Building
Grade" and/or "Building Standard" shall mean the type, brand, and/or quality of
that materials Lessor designates from time to time to be the minimum quality to
be used in the Mission Corporate Centre or the exclusive type, grade or quality
of material to be used in the Mission Corporate Centre.
11.2 COST OF IMPROVEMENTS: Except to the extent otherwise agreed
pursuant to Section 11.1 (and described elsewhere herein or on an addendum to
the plans and specifications), Lessor shall pay all of the cost of the Lessee
improvements described on Exhibits C and C-1 up to a maximum cost to Lessor of
$328,224. In the event that Lessee desires additional improvements to the
Premises other than those improvements described on Exhibits C and C-1, Lessee
shall reimburse Lessor for such additional cost within fifteen (15) days of
receipt of Lessor's invoice.
11.3 DELAY IN COMPLETION: If by the date specified in Section 2 the
Improvements have not been substantially completed pursuant to the plans
described on Exhibits "C" and "C-1", and a temporary or final certificate of
occupancy is issued by the City of Mission, Kansas, due to omission, delay or
default by Lessee or anyone acting under or for Lessee, Lessor shall have no
liability, and the obligations of this Lease (including without limitation, the
obligation to pay rent) shall nonetheless commence as of the date specified in
Section 3.
12. INSURANCE: The Lessee agrees to pay as additional rental any increase
in premiums for insurance against loss by fire that may be charged during the
term of this Lease on the amount of insurance to be carried by the Lessor on the
improvements situated on said premises, resulting from the business carried on
in the leased premises by the Lessee whether or not the Lessor has consented to
same. If the Lessee installs any electrical equipment that overloads the lines
in the herein leased premises, the Lessee shall at his own expense make whatever
changes are necessary to comply with the requirements of the Insurance
Underwriters and the City Electrical Inspector's Department. Lessee agrees not
to use any electric irons, electric grills, or other
6
electrical equipment that contains a heating element unless said electrical
equipment is used in connection with a red pilot light, connected and operated
in compliance with underwriters specifications.
Lessee, at Lessee's cost and expense, shall maintain comprehensive
general liability insurance protecting and indemnifying Lessor and Lessee
against any and all claims of liability for injury or damage to persons or
property or for the loss of life or of property occurring upon, in or about the
demised premises, and the public portions of the building caused by or resulting
from any act or omission (in whole or in part) of Lessee, his employees, agents,
servants, invitees, or guests such insurance to afford minimum protection during
the term of this Lease, of not less than ONE MILLION AND NO/100 DOLLARS
($1,000,000.00) combined single limit coverage for personal injury to any one
person, including death and for personal injury including death to more than one
person arising out of any one occurrence and with respect to property damage.
All such insurance shall be effected under valid and enforceable policies; shall
be issued by insurers of recognized responsibility; and, shall contain a
provision whereby the insurer agrees not to cancel the insurance without ten
(10) days prior written notice to Lessor. On or before the commencement date,
Lessee shall furnish Lessor with certificates evidencing the aforesaid insurance
coverage and renewal policies or certificates therefor shall be furnished to
Lessor at least thirty (30) days prior to the expiration date of each policy for
which a certificate was theretofore furnished.
Lessor agrees to indemnify Lessee from and against any and all claims,
demands, damages, actions, suits, judgments, decrees, orders, and expenses
arising out of or on account of any damage or injuries sustained or claimed to
have been sustained to any person or property in or upon any of the common
facilities of the office building by any person whatsoever, unless the same
shall be due to the willful or negligent act of Lessee, its agents, servants,
employees, or persons or firms in privity with Lessee.
As part of the consideration for this Lease, each of the parties hereto
does hereby release the other party hereto from all liability for damage due to
any act or neglect of the other party (except as hereinafter provided)
occasioned to property owned by said parties which is or might be incident to or
the result of a fire or any other casualty against loss for which either of the
parties is now carrying or hereafter may carry insurance; provided, however,
that the releases herein contained shall not apply to any loss or damage
occasioned by the willful, wanton acts of either of the parties hereto, and the
parties hereto further covenant that any insurance that they obtain on their
respective properties shall contain an appropriate provision whereby the
insurance company, or companies, consent to the mutual release, of liability
contained in this paragraph.
Lessee shall comply with all insurance regulations so that the lowest
fire and extended coverage, liability and other insurance rates may be obtained
and nothing shall be done, or kept in or on the premises by Lessee which will
cause cancellation, invalidation or an unreasonable increase in the premiums of
Lessor's insurance.
13. REPAIRS AND REPLACEMENTS: Lessee shall, at its own expense, keep the
Premises in good repair and tenantable condition during the Term of this Lease
except as otherwise provided in Section 14 of this Lease, and Lessee shall
promptly and adequately repair all damages to the Premises occasioned by
Lessee's use or occupancy of the Premises and replace or repair all damaged or
broken glass, fixtures and appurtenances, under the supervision and with the
approval of Lessor and within any reasonable period of time specified by Lessor.
If Lessee does not do so, Lessor may (but need not) make such repairs and
replacements, and Lessee shall pay Lessor the cost thereof forthwith upon being
billed for same. Lessor may, but shall not be required to, enter the Premises at
all reasonable times to make such repairs, alterations, improvements and
additions, including ducts and all other improvements and additions, including
ducts and all other facilities for air conditioning service as Lessor shall
desire or deem necessary to the Premises or to the Building or as Lessor may be
required to do by any governmental authority.
7
15. EXAMINATION & ACCEPTANCE OF PREMISES: The Lessee takes the premises as
they will be on the beginning date hereof and is fully informed independent of
the Lessor as to the character of the building, its construction and structure.
It is further agreed that by occupying said premises as the Lessee, the Lessee
formally accepts the same and acknowledges that Lessor has complied with all
requirements imposed upon Lessor under the terms of the Lease, unless Lessee
shall have given written notice to Lessor of any items not satisfactorily
completed. Should Lessee occupy the premises without notifying Lessor within
thirty (30) days of items not completed in conformance with the lease terms, it
will be conclusively presumed that the premises have been satisfactorily
completed and fully accepted by Lessee. It is understood and agreed that all
property kept, stored, or maintained in the demised premises shall be so kept,
stored, or maintained at the risk of Lessee only.
16. DESTRUCTION OR DAMAGES: If during the term hereof, said leased premises
shall become untenantable by reason of fire or other unavoidable casualty the
rent therefor shall xxxxx with proportionate refund of any prepayment of rentals
that may have been made until the premises shall have been restored and put in
good condition by the Lessor for use by the Lessee; provided, however, if the
Lessor determines that the leased premises cannot be readied for occupancy
within 120 days to give written notice to the Lessee whether it intends to
continue with the lease or terminate same if, however, the building or any
portion thereof shall be or become so damaged, as in the opinion and at the
option of the Lessor, possession of the leased premises is desired or required
by it for demolition, reconstruction, sale, or any other purpose whatsoever, the
Lessor may, by written notice to the Lessee, within thirty days after such
casualty, terminate the within lease and the term thereof. The Lessor shall
indemnify and hold harmless the Lessee, its officers and employees, against any
liability for damage to the premises of the Lessor caused by fire or any other
caused covered by the standard fire insurance with extended coverage policy used
in the State of Kansas whether or not such damage is caused by the negligence of
the Lessee or any of its officers or employees.
17. DIRECTORY: A directory will be maintained in the lobby of the building
by the Lessor, with the names and suite numbers of the Lessees in the building
properly numbered and lettered, but if changed or added to, Lessee will pay for
cost of same. Door signs shall be ordered by the Lessor and paid for by the
Lessor and installed in locations specified by Lessor. The Lessee will not
attach to the doors or hallways any signs or logos other than the standard
building type that will be furnished by the Lessor.
18. UTILITIES & SERVICES: Lessor recognizes that Lessee may from time to
time be required to use premises after normal business hours during evenings,
Saturdays, Sundays and Holidays and Lessor will, without charge, furnish Lessee
electricity at those additional times, unless Lessee's hours of use are
consistently in excess of the normal business hours of 7 AM to 6 PM, Monday thru
Friday, 8 AM to 1 PM, Saturday. In such event, Lessor shall xxxx Lessee and
Lessee shall be responsible and pay for the extra electricity used by it.
Lessee is further advised that during the air conditioning season the
normal business hours for air conditioning of the premises are from 7 AM to 6
PM, Monday thru Friday, 8 AM to 1 PM, Saturday, and Lessee is further advised
that special arrangements may be made for normal air conditioning at other
hours, upon payment of Lessor's actual costs of providing such service.
Lessee is further advised that during the heating season the normal
business hours for heating of the premises are from 7 AM to 6 PM, Monday thru
Friday, 8 AM to 1 PM, Saturday, and that the premises receive reduced heating
during other hours. Lessee is further advised that special arrangements may be
made for normal heating at other hours, upon payment of Lessor's actual cost of
providing such service. Lessee acknowledges that Lessor may be required to
adjust temperatures in the building to conform to regulations established by
outside authorities and such conformance by Lessor shall take precedence over
the terms of this Lease.
8
Lessor agrees to furnish and install fluorescent tubes or incandescent
bulbs for the electrical fixtures installed by Lessor in the leased premises,
but not for special fixtures, lamps, and the like installed or caused to be
installed by Lessee. Lessor agrees to furnish self-operated passenger elevator
service, and standard janitor cleaning service for the premises. Lessee agrees
that Lessor shall not be held liable for failure to supply such heating, air
conditioning or elevator service or any of them, it being understood that Lessor
reserves the right to temporarily discontinue such services, or any of them, at
such times as may be necessary by reason of accident, repairs, alterations or
improvements. No person or persons other than the Lessor's janitor and his
assistants will be permitted to enter the building for such purpose without the
written consent of Lessor being first had and obtained except in cases of
emergency. No freight, furniture or bulky matter of any description shall be
received in the building or carried up or down in the elevators except during
such hours as the Lessor may prescribe.
18. KEYS & INSPECTIONS: Lessee will be supplied initially, free of charge,
with access cards for each door entering the building in a quantity as requested
by Lessee prior to the Lease commencement as provided herein. After Lease
commencement, any request for additional or replacement cards will be at
Lessee's sole cost and expense. Lessee will be supplied, free of charge, with
two keys for each corridor door entering the leased premises. All such keys
shall remain the property of Lessor. No additional locks shall be allowed on any
door of the leased premises. Lessor and Lessor's designees shall have the right
at all times to enter the leased premises, by pass key or otherwise, to examine
same, or to make such repairs, decoration, additions or alterations as necessary
may be necessary for the safety, betterment, improvement, and/or preservation
thereof, or of the building, without in any manner affecting the obligations of
Lessee hereunder, or to show the leased premises for rental purposes. Lessee and
its employees shall have access to the Lease Premises on a 24-hour, 365-days per
year basis.
19. QUIET POSSESSION AND SUBORDINATION: Lessor covenants and agrees with
Lessee that upon Lessee's paying the Rent and Additional Rent and observing and
performing all of the terms, covenants and conditions on Lessee's part to be
observed and performed, Lessee shall peaceably and quietly enjoy the Premises
throughout the Term of this Lease without hindrance or molestation by anyone
claiming through or under Lessor, subject, however, to the terms and conditions
of this Lease and any ground or underlying leases and mortgages or deeds of
trust on the Land or Building. This Lease is subject and subordinate to all
present or future ground or underlying leases of the Land or Building and to the
lien of any mortgages or deeds of trust now or hereafter in force against the
Land and Building or either and to all renewals, extensions, modifications,
consolidations and replacements thereof and to all advances made or hereafter to
be made upon the security thereof. Such subordination shall be self-executing
without further act on the part of Lessor or Lessee; provided, however, that
Lessee shall at any time hereafter, on the demand of Lessor or lienholder,
execute any instruments, releases or other documents that may be required by any
lienholder for the purpose of confirming the subordination of this Lease to the
lien of such lienholder. Lessee hereby irrevocably authorizes Lessor to execute
and deliver in the name of Lessee any such instruments or instruments if Lessee
fails to do so. In the event that any mortgagee through foreclosure of any
mortgage or deed of trust to which this Lease is unsubordinated (or by deed in
lieu thereof), or any ground or underlying Lessor through termination of any
ground or underlying lease, or any purchaser at a foreclosure sale becomes the
owner of the premises, Lessee will attorn to and recognize such entities
becoming such owner for all purposes in place of the Lessor named in this Lease;
provided that there shall be no credit given by such entity to Lessee for any
Rent or Additional Rent which has been prepaid to Lessor named herein.
21. HOLDING OVER: If Lessee retains possession of the Premises or any part
thereof after the termination of the Term or any extension thereof by lapse of
time or otherwise, Lessee shall pay Lessor rent at a rate equal to one hundred
fifty percent (150%) of the rate payable for the month immediately preceding the
commencement of said holding over (including any Additional Rent) computed on a
per month basis for each month or part thereof (without reduction for any such
partial month) that Lessee remains in possession; and in addition thereto,
Lessee shall pay Lessor all damages, consequential as well as direct, sustained
by reason of Lessee's retention of possession. Except as otherwise provided in
this Section, such retention of possession shall constitute a month-to-month
lease. Alternately, at the election of Lessor expressed in a notice to Lessee
9
and not otherwise, such retention of possession shall constitute a renewal of
this Lease for one (1) year at an annual rental equal to one hundred and fifty
percent (150%) of the rental paid in the year preceding. The provisions of this
Section shall not exclude Lessor's right of reentry or any other right
hereunder. If Lessor has not elected to renew this Lease for one (1) year,
nothing herein contained shall preclude Lessor from terminating such retention
of possession by service of a thirty (30) day notice as provided by law. The
acceptance by Lessor of any payment of Rent subsequent to the commencement of
such retention of possession by Lessee shall not be deemed to constitute a
waiver by Lessor of any of the provisions of this Section.
21. INDEMNIFICATION OF LESSOR: Lessee agrees to indemnify and save harmless
Lessor against and from, and to require any sublessee to indemnify and save
harmless Lessor against and from, any and all claims by or on behalf of any
person or persons, firm or firms, corporation or corporations, arising from the
conduct or management of or from any work or thing whatsoever done by the Lessee
or any sublessee in or about the Building, the Land or the sidewalks in front of
the Building, or arising from any act or negligence of Lessee or any sublessee,
or any of their agents, contractors, servants, invitees, employees or licensees,
and from and against all costs, counsel fees, expenses and liabilities incurred
in or in connection with any such claim or action or proceeding brought thereon;
and in case any action or proceeding be brought against Lessor by reason of any
such claim. Lessee hereby covenants, and shall require any sublessee likewise to
covenant, upon notice from Lessor to resist or defend at Lessee's or such
sublessee's expenses such action or proceeding by counsel reasonably
satisfactory to Lessor. Lessee, as a material part of the consideration to
Lessor, hereby assumes and agrees to require any sublessee to assume all risk of
damage to property in or upon the Premises from any source and to whomever
belonging, and Lessee hereby waives and agrees to require any sublessee to waive
all claims in respect thereof against Lessor and agrees to defend and save
Lessor harmless from and against, and require any sublessee likewise to agree to
defend and save Lessor harmless from and against, any such claims by others.
There is excluded from the foregoing indemnification and assumption any
claims arising from the active negligence of Lessor, structural or latent
defects in the Building or its equipment and the willful failure of Lessor to
perform its obligations hereunder.
22. SURRENDER OF POSSESSION: Upon the expiration of the term or any
extension thereof, or upon the termination of Lessee's right of possession
whether by lapse of time or at the option of Lessor as herein provided, Lessee
shall forthwith surrender the Premises to Lessor in good order, repair and
condition, ordinary wear and tear excepted. Any interest of Lessee in the
alterations, improvements and additions to the Premises (including without
limitation all carpeting and floor covering) made or paid for by Lessor or
Lessee shall become Lessor's property at the termination of this Lease by lapse
of time or otherwise, and such alterations, improvements and additions shall be
relinquished to Lessor in good condition, ordinary wear and tear excepted. At
the termination of the term or of Lessee's right of possession, Lessee agrees to
remove the following items of Lessee's property: office furniture, trade
fixtures, office equipment and other items of Lessee's property on the Premises.
Lessee shall pay to Lessor upon demand the cost of repairing any damage to the
Premises and to the Building caused by any such removal. If Lessee shall fail or
refuse to remove any such property from the Premises, Lessee shall be
conclusively presumed to have abandoned the same, and title thereto shall
thereupon pass to Lessor without any cost (by set-off, credit, allowance or
otherwise), and Lessor may at its option accept the title to such property or at
Lessee's expense may (a) remove the same or any part in any manner that Lessor
may choose, repairing any damage to the Premises caused by such removal, and (b)
store, at Lessee's expense of the same without incurring liability to Lessee or
any other person. As it relates to rooftop or ground mounted transceiving
equipment, Lessee shall remove said equipment within forty-five (45) days after
Lessee's receipt of written notice from Lessor, and weather conditions
permitting. If Lessee fails to remove said equipment, Lessor shall remove said
equipment and restore the affected area as provided herein. Upon the expiration
of the then current term of the Lease, the Lessor shall have the right to remove
any of Lessee's equipment remaining in the Leased Premises only if Lessor (a)
utilizes specially trained personnel to do so, and (b) gives concurrent notice
to Lessee. Any cost incurred by Lessor to remove Lessee's equipment shall be at
Lessee's expense.
10
23. DEFAULT AND REMEDIES.
23.1 EVENTS: The occurrence of any of the following shall, at the
option of Lessor, constitute a material default and breach of this Lease by
Lessee: (i) Any failure by Lessee to pay the rental or to make any other payment
required to be made by Lessee hereunder and nonpayment continues more than five
(5) days after written notice from Lessor; (ii) The abandonment or vacation of
the Premises by Lessee; (iii) A failure by Lessee to observe and perform any
other provision of this Lease to be observed or performed by Lessee, where such
failure continues for thirty (30) days after written notice thereof by Lessor to
Lessee provided however, that if the nature of such default is such that the
same cannot reasonably be cured within such thirty (30) day period commence such
cure and thereafter diligently prosecute the same to completion; (iv) The making
by Lessee of any general assignment for the benefit of creditors; the filing by
or against Lessee of a petition to have Lessee adjudged a bankrupt or of a
petition for reorganization or agreement under any law relating to bankruptcy
(unless, in the case of a petition filed against Lessee, the same is dismissed
within sixty (60) days); appointment of a trustee or receiver to take possession
of substantially all of Lessee's assets located at the Premises or of Lessee's
interest in this Lease, where possession is not restored to Lessee within thirty
(30) days or the attachment, execution or other judicial seizure of Lessee's
interest in this Lease, where such seizure is not discharged within (30) days.
23.2 RIGHT OF RECOVERY: In the event of any such default by Lessee,
then in addition to any other remedies available to Lessor at law or in equity,
Lessor shall have the immediate option to terminate this Lease and all rights of
Lessee hereunder by giving written notice of such intention to terminate. In the
event that Lessor shall elect to terminate this Lease then Lessor may recover
from Lessee: (i) The worth at the time of award of any unpaid rent which had
been earned at the time of such termination plus; (ii) any other amount
necessary to compensate Lessor for all the detriment proximately caused by
Lessee's failure to perform his obligations under this Lease or which in the
ordinary course of events would be likely to result therefrom, and; (iii) at the
Lessor's election such other amounts in addition to or in lieu of the foregoing
as may be permitted from time to time by applicable Kansas law. The term "rent"
as used herein, shall be deemed to be and to mean the minimum annual rental and
all other sums required to be paid by Lessee pursuant to the terms of this
Lease. As used in subparagraph (i) above, the "worth at the time of award" is
computed by allowing interest at the rate of ten (10%) percent per annum.
23.3 RIGHT TO RE-ENTER: In the event of any such default by Lessee,
Lessor shall also have the right, with or without terminating this Lease, to
re-enter the Premises and remove all persons and property from the Premises;
such property may be removed and stored in a public warehouse or elsewhere at
the cost of and for the account of Lessee.
23.4 RIGHTS OF LESSOR: In the event of the vacation or abandonment of
the Premises by Lessee or in the event that Lessor shall elect to re-enter as
provided in Paragraph 23.3 above or shall take possession of the Premises
pursuant to legal proceeding or pursuant to any notice provided by law, then if
Lessor does not elect to terminate this Lease, as provided in Paragraph 23.2
above, the Lessor may from time to time, without terminating this Lease, either
recover all rentals as it becomes due or relet the Premises or any part thereof
for such term or terms and at such rental or rentals and upon such other terms
and conditions as Lessor in its sole discretion may deem advisable with the
right to make necessary and repairs to the Premises.
In the event that Lessor shall elect to so relet, then rentals received
by Lessor from such reletting shall be applied; first, to the payment of any
indebtedness other than rent due hereunder from Lessee to Lessor; second, to the
payment of any costs of such reletting; third, to the payment of the cost of any
alterations and repairs to the Premises; fourth, to the payment of rent due and
unpaid hereunder; and the residue, if any, shall be held by Lessor and applied
in payment of future rent as the same may become due and payable hereunder.
Should that portion of such rentals received from such reletting during any
month, which is applied by the payment of rent hereunder, be less than the rent
payable during that month by Lessee hereunder, then Lessee shall pay such
deficiency to Lessor immediately upon demand therefor by Lessor. Such deficiency
shall be calculated and paid monthly. Lessee shall also pay to Lessor, as soon
as ascertained, any costs and expenses
11
incurred by Lessor in such reletting or in making such alterations and repairs
not covered by the rentals received from such reletting.
24. SEVERABILITY: In the event any provision of this Lease be officially
found to be contrary to law, or void as against public policy or otherwise, such
provisions shall be either modified to conform to the law or considered
severable with the remaining provisions hereof continuing in full force and
effect.
25. EXPENSES OF ENFORCEMENT: Lessee shall pay upon demand all of Lessor's
costs, charges and expenses, including the reasonable fees of counsel, agents
and others retained by Lessor, incurred in enforcing Lessee's obligations
hereunder or incurred by Lessor in any litigation, arbitration, negotiation or
transaction in which Lessee causes Lessor to become involved or concerned as a
result of the relationship created hereby.
26. EMINENT DOMAIN: If the whole or a substantial part of the premises
hereby leased shall be taken by any public or quasi-public authority under the
power of eminent domain so that such taking would render the use of the
remainder unsuitable for Lessee's purposes, then the terms of this lease shall
cease on the part so taken from the date the possession of that part shall be
required for any public purpose and the rent shall be paid up to that day, and
from that day and for thirty (30) days thereafter the Lessee shall have the
right either to cancel this Lease and declare same null and void or to continue
in the possession of the remainder of the same under the terms herein provided,
except that the rent shall be reduced in proportion to the amount of the
premises taken. All damages awarded for such taking shall belong to and be the
property of the Lessor whether such damages shall be awarded as compensation for
diminution in value to the leasehold or to the fee of the premises herein
leased; provided, however, that the Lessor shall not be entitled to any portion
of the award made to the Lessee for the loss of business, depreciation to and
cost of removal of office furniture.
27. BANKRUPTCY: Neither this Lease, nor any interest therein nor any
estate hereby created shall pass to any trustee or receiver in Bankruptcy, or to
any other receiver or assignee for the benefit of creditors or otherwise by
operation of law during the term of this Lease or any renewal or extension
thereof.
28. ACCESS TO PREMISES: The Lessor shall have the right to enter upon the
leased premises at all reasonable hours for the purpose of inspecting the same
and/or for the purpose of maintenance and repair of any pipes and/or conduits
and/or ducts whether same are used in the supply of services to the Lessee or to
the other occupants of the building or adjacent buildings and at all reasonable
hours in connection with (a) construction of additional floors on its building,
or (b) carrying on any work, repairs, alteration or improvements in and about
the building.
Lessee is advised that Lessor reserves the right to make such rules
regarding securing the building as may in the opinion of Lessor dictate as
necessary from time to time including, but not limited to, the locking of the
exterior doors of the building at times earlier or later than present rules
enforced, wherein the exterior doors are unlocked from 7 AM to 6 PM, Monday thru
Friday, and the exterior doors are locked on Saturday, Sunday, Holidays and
times other than the above stated.
In the event that Lessor should elect to lock the doors at an earlier
hours, it is to be the responsibility of the Lessee to arrange to meet any
expected invitees during the hours when the doors are locked and to admit such
invitees to the building. Lessee shall be responsible to secure the exterior
doors immediately after admitting such invitees.
Lessee agrees that it will not permit the entrance into the building
during any secured times of any other individual(s) other than invitees to its
own suite or the building.
Lessee's key to its suite will admit Lessee to the exterior door of the
building and in the event that Lessee shall enter the building at other than
regular business hours (7 AM through 6 PM, Monday through Friday, or such
12
other times as Lessor shall select in its sole opinion as regular business
hours) then Lessee shall assume all responsibility for securing the building
after entering or departing the building.
29. RIGHT TO MORTGAGE: The Lessor reserves the right to subordinate this
Lease at all times to the lien of any mortgage(s) or deed(s) of trust now or
hereafter placed upon the Lessor's interest in the said Premises, Building and
Land. Lessee agrees to execute and deliver within ten (10) days after demand
such further instrument or instruments, including an instrument subordinating
this Lease to the lien of any such mortgage or deed of trust as shall be desired
by the Lessor and/or any mortgagees or proposed mortgagees, and hereby
irrevocably appoints the Lessor the Attorney-in-fact of the Lessee to execute
and deliver any such instrument or instruments for and in the name of the
Lessee, if Lessee fails to execute said instrument within the above described
time period. The Lessee shall have the right to assign this lease to a lender as
collateral security for a loan or other credit facility.
30. WAIVER OF SUBROGATION: Lessor and Lessee each hereby waive all rights
against the other in respect of any loss or damage for which (but only to the
extent that) such party has been compensated under any policy of insurance
carried by it or for its benefit. Lessor and Lessee each shall cause its
insurance carriers to consent to such waiver and to waive all rights of
subrogation against the other party.
31. LESSOR'S LIABILITY: No partner of Lessor shall have any personal
liability for the performance or nonperformance of Lessor's obligations made
under this Lease, and such liability shall be strictly limited to the assets of
the Lessor.
32. FINANCIAL STATEMENTS/LEASE APPLICATION: Lessee acknowledges the Lessor
is relying on information contained in the Commercial Lease Application and
Financial Statement. Lessee authorizes the Lessor or his agent to investigate
the information supplied by the Lessee and acknowledges that a full disclosure
of pertinent facts be made to the Lessor, its agents, or employees. The persons
signing this Lease on behalf of Lessee hereby personally represent and warrant
to Lessor that the Financial Statements and information contained in the Lease
Application delivered to Lessor prior to execution of this Lease properly
reflect the true and correct value of all the assets and liabilities of Lessee
and Guarantors. Lessee further agrees to supply Lessor updated Financial
Statements of Lessee and Guarantors each Lease Year and from time to time as
requested by Lessor.
33. TRANSFER OF LESSOR'S INTEREST: Lessee acknowledges that Lessor has the
right to transfer its interest in the Land and Building and in this Lease, and
Lessee agrees that in the event of any such transfer Lessor shall automatically
be released from all obligations under this Lease (but any liabilities of Lessor
which have accrued prior to such transfer shall not be released), and Lessee
agrees to look solely to such transferee for the performance of Lessor's
obligations hereunder. Lessee further acknowledges that Lessor may assign its
interest in this Lease to a mortgage lender as additional security and agrees
that such an assignment shall not release Lessor from its obligations hereunder
and that Lessee shall continue to look solely to Lessor for the performance of
Lessor's obligations hereunder.
34. CONDITIONS: Lessee agrees to the following rules and regulations of the
Lessor:
Lessee:
Will take good care of the premises at all times, keeping them clean and
free from danger or damage by fire, open windows, open faucets or improper
handling of apparatus or equipment of all kinds;
Will use a backing for window screens or draperies approved by Lessor;
13
Will conduct Lessee's business on the leased premises so as not to
unreasonably interfere with any other Lessee in the building or introduce or
operate anything which may increase insurance rates of the building; given the
nature of Lessee's business, in the event that sound is transmitted through the
walls or floor so as to disturb other tenants, Lessee agrees to install at its
expense sound proofing sufficient to eliminate said disturbance;
Will not permit animals or birds to be brought or kept in or about the
building;
Will not move into or through any part of the building any furniture,
fixtures, apparatus or supplies or any articles of weight or bulk except in such
manner and at such times as Lessor may approve;
Will not overload the building floors or place thereon any weight
exceeding one hundred (100) pounds per square foot;
Will have all decorating, carpentry work or any labor required for the
installation of Lessee's equipment, furnishing or other property, performed at
its expense and only by the employees of Lessor or with the consent of Lessor by
persons duly authorized by Lessor or; provided, however, special equipment, such
as duplicating equipment, may be installed by persons other than Lessor's
employees;
Will not install any electrical lighting, heating, ventilating, or power
equipment in the premises without first obtaining the written approval of
Lessor;
Will not allow anything to be placed outside windows or on ledges nor
permit anything to be thrown by Lessee or others therefrom;
Will not use the water closets, urinals and other water fixtures for any
other purpose than that for which they were constructed;
Will not xxxx, paint, drill into or in any way deface the windows, doors,
walls, ceiling, partitions, floors or the wood, stone or aluminum work in the
building and shall not put therein any spikes, hooks, screws or nails without
Lessor's written consent, except for office pictures and wall hangings;
Will abide by and perform all such reasonable rules and regulations as
Lessor may now or hereafter make which are according to Lessor's judgment for
the general good of the building and its Lessees.
Lessee agrees to repair at its expense any damage to the leased premises
over and above normal wear and tear, except such damage as is or could be
covered by the broadest available form of fire insurance with extended coverage.
35. PARKING: Lessor shall provide Lessee with ninety-two (92) car parking
spaces for employees and guests of Lessee, in those parking areas adjacent to
the office facility. Lessor, however, reserves the right to designate the
Lessee's employee parking spaces. Lessee shall have the right to fence off an
area to contain 12 parking spaces in the east parking lot as per Exhibit "F"
attached hereto and made a part hereof. Said parking shall be part of the 92
other spaces mentioned herein.
36. WAIVER: One or more waivers of any covenant or condition by the Lessor
shall not be construed as a waiver of a further breach of the same covenant or
condition, and the consent or approval by the Lessor to or of any act by the
Lessee requiring the Lessor's consent or approval shall not be deemed to waive
or render unnecessary the Lessor's consent or approval to any subsequent similar
act by the Lessee.
14
37. NOTICE: Whenever under this Lease a provision is made for any
demand, notice or declaration of any kind, or whether it is deemed desirable or
necessary by either party to give or serve any such notice, demand, or
declaration to the other party, it shall be deemed sufficient notice and service
thereof if such notice to the Lessee is in writing addressed
To the Lessee in care of: and to the Lessor in care of:
Xxxxxxxx Communications, Inc. Marley Associates
0000 Xxxx 00xx Xxxxxx c/o Block & Company, Inc., Realtors
Xxxxxxxxx, Xxxxxxxx 00000, 000 X. 00xx Xxxxx 000
Xxxx: General Counsel Xxxxxx Xxxx, Xxxxxxxx 00000
with a copy to: with a copy to:
Xxxx X. Xxxx Xxxxx X. Blond
Xxxxxx & Xxxxxxxx Xxxxxxx & Gage
000 Xxxxx Xxxxxx, Xxxxx 0000 0000 Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000 Xxxxxx Xxxx, Xxxxxxxx 00000
and served by certified or registered mail, and postage prepaid. Notice needs to
be only sent to one Lessee or Lessor when the Lessee or Lessor is more than one
person. Either party may, by like notice at any time and from time to time,
designate a different address to which notices shall be sent.
38. REAL ESTATE COMMISSION: Lessor acknowledges that BLOCK & COMPANY,
INC., REALTORS and M.C. Real Estate Services, Inc. negotiated this Lease and
further agrees to pay to said Realtor, upon complete execution of this Lease, a
leasing commission as set forth by separate agreement.
39. ENTIRE AGREEMENT: This Lease, together with the Exhibits scheduled
below, constitutes the entire agreement between the parties with respect to the
subject matter hereof, and no representation or agreement, oral or otherwise not
contained herein shall be binding upon the parties or otherwise have any force
and effect. The following are Exhibits to this Lease and are incorporated herein
by reference:
Exhibit A - Legal Description
Exhibit B - Floor Plan
Exhibit C - General Description of Improvements
Exhibit C-1 - Plans and Specifications of Improvements
Exhibit D - Lease Estoppel Certificate - Sample
Exhibit E - Memorandum of Lease
Exhibit F - Fenced Parking Area/Satellite Dish Location
Exhibit G - Form of Guaranty of Lease
40. ESTOPPEL CERTIFICATE: Lessee agrees that from time to time, upon not
less than ten (10) days prior request by Lessor, Lessee will deliver to Lessor a
duly executed Lease Estoppel Certificate in the form attached hereto as Exhibit
"D".
41. RECORDING: Recording of this Lease may be done by either party
by recording the Memorandum of Lease in the form attached hereto as Exhibit "E".
42. CORPORATE TENANT: Lessee, in the event that it is a corporation,
hereby covenant and warrants that: (a) it, or the entity that actually owns and
operates the radio station, is duly incorporated (or duly qualified if foreign)
and authorized to do business in the State of Kansas; (b) the persons executing
this Lease on behalf of Lessee are officers of Lessee; (c) such officers were
duly authorized by Lessee to sign and execute this Lease on its behalf; (d) this
Lease is a valid and binding obligation of Lessee, enforceable in accordance
with its terms; and (e) the execution and performance of this Lease by Lessee
does not conflict or result in a breach of
15
Lessee's certificate or articles of incorporation, Lessee's by-laws or any other
agreement which affects the property or assets of Lessee.
43. MODIFICATION OF LEASE: If a lender requires as a condition to its
lending funds, the repayment of which is to be secured by a mortgage or deed of
trust on the Land and Building or either, that certain modifications be made to
this Lease, which modifications will not require Lessee to pay any additional
rentals or otherwise materially change the rights or obligations of Lessee
hereunder, Lessee shall, upon Lessor's request, execute appropriate instruments
affecting such modifications.
44. LICENSURE - DISCLOSURE: Lessee acknowledges that Lessee has been
informed that person(s) associated with Block & Company, Inc., Realtors may have
or may acquire an ownership interest in the property of which the Premises are
contained, that some members of the Marley Associates partnership, (Lessor), are
licensed to sell real estate in either the State of Kansas, Missouri or other
states and Lessee acknowledges that such ownership interest shall not affect the
terms, conditions or validity of this Lease.
45. DISCLOSURE PROVISIONS:
45.1 KANSAS REAL ESTATE COMMISSION DISCLOSURE: Pursuant to the
Kansas Real Estate Commission's Rules and Regulations, K.S.A. Sec. 58-3062
(14) (Senate Xxxx No. 45), The Lessee/Lessor is hereby notified as follows:
(a) Block & Company, Inc., Realtors and its agents are acting and have
acted as agent of the Lessor with a duty to represent the Lessor's
interest.
(b) Block & Company, Inc., Realtors and its agents are not and have not
been the agent of the Lessee.
(c) Information given to Block & Company, Inc., Realtors and its
agents has been or will be disclosed to the Lessor.
Lessee acknowledges that the above disclosure notice was given orally
or in writing at the time Block & Company, Inc., Realtors agreed to assist
the Lessee in the location or inspection of property.
46. LEASE CANCELLATION: Lessor hereby grants to Lessee, provided Lessee is
not in material default of any of the material terms and conditions of this
Lease, to terminate the lease at the end of the fifth, tenth, and fifteenth
lease years provided Lessee notifies Lessor in writing at least 270 days prior
to the end of the fifth, tenth, or fifteenth lease years as mentioned herein.
47. OPTION TO RENEW: In the event that this Lease shall be in full force and
effect and Lessee shall be in full and complete possession of the premises, and
shall not be in default, then in this event only, Lessee is hereby granted the
sole and exclusive right to extend this Lease for two additional terms of five
year(s) each. Each renewal option is subject to Lessee providing Lessor with
prior written notification at least 180 days prior to the commencement of the
respective renewal option term. The rental rate to be applied during each
renewal term shall be equal to the then current market rate being charged for
similar office buildings within the north Xxxxxxx County office market. Lessor
hereby grants to Lessee a decorating allowance equal to $2 per useable square
foot to be paid to Lessee upon the exercising of the first renewal term only.
48. RIGHT OF FIRST REFUSAL: Lessor grants to Lessee the sole and exclusive
right of first refusal to lease additional space on the fourth or fifth floors
within the Mission Corporate Centre. In the event that space becomes available
on the fourth or fifth floors at any time during the lease term or extension
thereof, Lessee shall have the sole and exclusive right of first refusal to
lease such space on the same terms and conditions as provided to Lessor by said
third party. Lessor shall give prompt written notice to Lessee of the
availability of such additional space, and Lessee shall have ten business days
after its receipt of such written Notice from Lessor to advise Lessor of its
desire to lease all of such additional space under the terms and
16
conditions as contained in the Agreement. In the event Lessee elects not to
lease the additional space under the terms and conditions as provided in the
Agreement or fails to notify Lessor in the time frame mentioned above, Lessor
shall have the right to enter into a Lease Agreement with a third party.
49. BUILDING SIGNAGE: Lessor hereby grants to Lessee permission to install
two 4'x12' exterior signs on the building in the size, type, location, and
quality that is mutually agreed in advance between Lessor and Lessee.
50. ROOF: Lessor grants to Lessee the right to use the entire roof area of
the building to install satellite dishes, microwave or other antennae, or any
other apparatus that may be necessary to conduct its business within the
building. Said right however is granted subject to a mutual agreement between
Lessor and Lessee as to the location, size, (to be within building structural
limitations) of transceiving apparatus to be installed by Lessee, the Lessor not
to unreasonably withhold such agreement. Notwithstanding the above, Lessee shall
be limited to no more than 50% of the useable rooftop surface to install the
apparatus stated above. Lessee shall be required to obtain the necessary permits
and/or approvals from the local governing bodies prior to the installation as
provided herein.
51. GENERATOR: Lessor grants to Lessee permission at its sole cost and
expense, to install an emergency generator, fuel supply, and UPS system large
enough to power its operation within the building. Said permission is granted
subject to prior written consent from Lessor, which consent shall not be
unreasonably withheld or delayed.
52. INTERFERENCE: Lessor agrees to use its best efforts to monitor, and
regulate all electronic equipment installed within the building so as not to
interfere with Lessee's use of the demised premises as a radio/television
studio.
53. SUPPLEMENTAL AIR CONDITIONING: Lessor hereby grants to Lessee permission
to install at its sole cost and expense a separate HVAC system to service the
studio and equipment rooms within the demised premises. Any cost associated with
said separate HVAC system shall be at the sole cost and expense of Lessee. Said
permission is granted subject to prior written consent from Lessor, which
consent shall not be unreasonably withheld or delayed.
54. ADDITIONAL SATELLITE DISHES: Lessor grants Lessee permission to install
two additional satellite dishes on the land surrounding the building as shown on
Exhibit "F" attached hereto. Said permission is conditioned upon Lessee
receiving prior written approval from applicable governing agencies. Plans and
specifications for such installation including any screening required by Lessor
or governing agencies shall be submitted to Lessor by Lessee for approval. Said
Lessor approval shall not be unreasonably withheld or delayed. In the event
thereafter the satellite installation location as provided above and on Exhibit
"F" attached hereto is such that Lessee cannot receive or transmit, and cannot
take reasonable actions to allow proper transmissions, then, in this event only,
Lessee shall have the right, subject to prior written consent from the Lessor,
which consent shall not be unreasonably withheld, or delayed, to relocate said
satellite location to a mutually agreed upon location within the legal property
lines of the building.
55. ARCHITECTURAL FEES: Lessor hereby agrees to reimburse Lessee for any
architectural fees incurred by Lessee up to a maximum cost of $7,500.00. Said
reimbursement fee shall be paid to Lessee upon occupancy.
17
The Parties Hereto affix their signature effective as of this ___ day of
_________, 19_____.
PLEASE READ THIS LEASE CAREFULLY. BLOCK & COMPANY, INC., REALTORS, ITS AGENTS OR
EMPLOYEES, ARE NOT AUTHORIZED TO GIVE LEGAL, TAX OR ACCOUNTING ADVICE. IF YOU
DESIRE SUCH ADVICE, CONSULT YOUR ATTORNEY AND/OR ACCOUNTANT BEFORE SIGNING.
LESSOR: LESSEE:
MARLEY ASSOCIATES, a Missouri KCFX-FM, INC.,
General Partnership an Iowa Corporation
By: By:
------------------------------ ------------------------------
Xxxxxxx X. Block,
Managing Partner
Date: Time: Date: Time:
------------ -------- --------- --------
Witness: Attest:
--------------------------- ---------------------------
(If Lessor or Lessee shall be a Corporation the Corporate Seal must be affixed
and authorized officers must sign on behalf of the Corporation. The Lease must
be executed by the President or a Vice President and the Secretary or Assistant
unless the By Laws or a resolution of the Board of Directors shall otherwise
provide, in which event the By Laws or a certified copy of the Resolution as the
case may be, must be furnished.)
Xxxxxxxx Communications, Inc., a Maryland Corporation hereby acknowledges the
terms and conditions of the foregoing Lease Agreement dated November , 1997,
particularly as to the provisions of Section 6 of the Lease Agreement and
Exhibit "G" ("Form of Guaranty of Lease"), and consents to and accepts such
provisions at such time as the Lessee exercises its right to sublet or to assign
as provided in Section 6 of the Lease Agreement.
XXXXXXXX COMMUNICATIONS, INC.
A Maryland Corporation
By
--------------------------------------------
Date: Time:
-------------------------- ---------
Attest:
----------------------------------------
Secretary
Signature page for the Lease by and between Marley Associates, Lessor and
KCFX-FM, Inc., Lessee for property located at 0000 Xxxxxxxx Xxxxx, Xxxxxxx,
Xxxxxx dated November, 1997.
18
EXHIBIT "A"
LEGAL DESCRIPTION
THE MARLEY BUILDING
5800 FOXRIDGE DRIVE
SHAWNEE MISSION, KANSAS
TRACT I:
An undivided 5/6 interest in and to the following described
property, to-wit:
All that part of the Northwest 1/4 of Xxxxxxx 0, Xxxxxxxx 00,
Xxxxx 00, Xx the City of Mission, Xxxxxxx County, Kansas. More
particularly described as follows: Beginning at a point 65
feet East of the West line of the Northwest 1/4 of said
Section 8 and 30 feet North of the South line of the Northwest
1/4 of said Section 8, said point being on the East right of
way line of U.S. Highway Number 69 and on the North right of
way line of Xxxxxxx Drive, thence East 300 feet parallel to
the South line of the Northwest 1/4 of said section 8 being on
the North right of way line of Xxxxxxx Drive, thence North at
right angles to the last described course for a distance of
575 feet to the South right of way line of 58th Street, thence
West at right angles to the last described course and on the
South right of way line of said 00xx Xxxxxx 203.15 feet;
thence Southwesterly on a 100 foot radius curve to the left
with the last described course as a tangent for a distance of
157.6 feet to a point 66.3 feet East of the West line of the
Northwest 1/4 of said Section 8 and 504.42 feet North of the
South line of the Northwest 1/4 of said Section 8, said point
being on the East right of way line of U.S. Highway Number 69,
thence South on said East right of way line 474.42 feet to the
point of beginning.
TRACT II:
All that part of the NW 1/4 of Section 8, Township 12, Range
25, now in the City of Mission, Xxxxxxx County, Kansas, more
particularly described as follows: Beginning at the Southwest
corner of the NW 1/4 of said Section 8; thence East, along the
South line of the NW 1/4 of said Section 8, a distance of 365
feet; thence North, along a line perpendicular to the South
line of the NW 1/4 of said Section 8, a distance of 330 feet,
to the true point of beginning of subject tract; thence East,
along a line perpendicular to the last described course, a
distance of 225 feet, to a point on the centerline of
Broadmoor Street as now established; thence North, along a
line perpendicular to the last described course, said line
also being the centerline of said Broadmoor, a distance of 70
feet; thence West, along a line perpendicular to the last
described course, a distance of 225 feet, thence South, along
a line perpendicular to the last described course, a distance
of 70 feet, to the true point of beginning of subject tract,
except that part thereof lying within the right of way of
Broadmoor Street and being the East 25 feet thereof.
[Survey Map]
19
20
21
EXHIBIT "B"
[Maps of Mission Corporate Centre Typical Floor Plan]
[Map of Penthouse Floor Plan]
22
EXHIBIT "C"
GENERAL DESCRIPTION OF IMPROVEMENTS
It is hereby agreed that the Lessor shall provide at no cost to Lessee,
the tenant improvements as noted below and per attached plans and cost bids
labeled as Exhibit C1. In no event, however, shall said cost to Landlord exceed
the sum of $328,224.00.
Lessee agrees to pay any additional expense incurred in connection with
improving the demised premises other than those improvements as noted below and
on Exhibit C1. Please note the following:
1. Building standard 2x4 tegular ceiling system as per Exhibit C1.
2. Building standard 2x4 paracube lights per Exhibit C1.
3. Building standard fire sprinkler system, modified as required.
4. Building standard mini blinds on all exterior windows.
5. Building standard signage at entry door.
6. Building standard partitions as shown per Exhibit C1.
7. Building standard doors and hardware as shown per Exhibit C1.
8. Building standard fire speakers/detectors, extinguishers, and exit
lights as required by Code.
9. Building standard carpet and VCT, with rubber base throughout the
demised premises.
10. Building standard electrical devices.
11. Sinks and countertops as shown on Exhibit C1.
12. Building standard upper and lower cabinets, reception area desk, work
tops, as shown on Exhibit C1.
13. All clean up, supervision and permit fees required to build standard
tenant improvements.
23
EXHIBIT "C-1"
PLANS AND SPECIFICATIONS OF IMPROVEMENTS
24
EXHIBIT "D"
SAMPLE LEASE ESTOPPEL CERTIFICATE
LEASE DATE:
LANDLORD: MARLEY ASSOCIATES, a Missouri General Partnership
TENANT:
PREMISES: 0000 Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxxx
AREA: net rentable square feet
------------------
MORTGAGEE:
The undersigned Lessee of the above Lease hereby certifies to Mortgagee
and to Lessor as follows:
1. That the Term of the Lease commenced on _______ __, 19 , and the Tenant is
in full and complete possession of the Premises demised under the Lease and has
commenced full occupancy and use of the Premises, such possession having been
delivered by Lessor and having been accepted by Lessee.
2. That the Lease calls for monthly Base Rent installments of $ .
--------------
3. That no advance rental or other payment has been made in connection
with the Lease except rental for the current month, and the Rent has been
paid to and including .
-----------------------------------
4. That a Security Deposit in the amount of $______ is being held by Lessor,
which amount is not subject to any set-off or reduction or to any increase for
interest or other credit due Lessee.
5. That all obligations and conditions under said Lease to be performed to
date by Lessor or Lessee have been satisfied, free of defenses and set-offs
including all construction work in the demised Premises.
6. That the Lease is a valid Lease and in full force and effect and represents
the entire agreement between the parties; that there is no existing default on
the part of Lessor to the knowledge of Lessee, or Lessee in any of the terms and
conditions thereof and no event has occurred which, with the passing of time or
giving of notice or both, would constitute an event of default; and that said
Lease (check one as appropriate)
( ) has not been amended, modified, supplemented, extended, renewed or
assigned.
( ) has been amended, modified, supplemented, extended, renewed or assigned
as follows by the following described agreements:
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
7. That the Lease provides for a primary Term of ____ months, the Term of the
Lease expires on and: (Check one as appropriate)
---------------
25
( ) neither the Lease nor any of the documents listed in Paragraph 6 above (if
any) contain an option for any Additional Term or Terms.
( ) the Lease and/or the documents listed under Paragraph 6 above contain
and option for ______
( ) Additional Terms of ________( ) years at a Rent to be determined as
follows:
--------------------------------------------------------------------
--------------------------------------------------------------------
--------------------------------------------------------------------
--------------------------------------------------------------------
8. That there are no actions, voluntary or involuntary, pending against
Tenant under the bankruptcy laws of the United States or of any state thereof.
9. That this Certificate is made knowing that Mortgagee and Lessor are
relying upon the representations made herein.
---------------------------------------
BY:
-----------------------------------
TITLE:
---------------------------------
DATE:
---------------------------------
(SEAL)
ATTEST:
BY:
---------------------------------------
Title:
------------------------------------
26
EXHIBIT "E"
MEMORANDUM OF OFFICE LEASE
KNOW ALL MEN BY THESE PRESENTS that as of the _______ day of
__________ , 1997, MARLEY ASSOCIATES, a Missouri General Partnership, (as
"Lessor") and _________________________________________ (as "Lessee") did enter
into a written office lease (hereinafter referred to as the "Lease") whereunder
and by which said Lessor did lease, rent and demise unto said Lessee the
following described property, to wit: ______________ net rentable square feet of
the building located in the County of Xxxxxxx and State of Kansas, on real
property more particularly described as:
all of which is in said Lease and is hereinafter referred to as the "Premises".
TO HAVE AND TO HOLD the Premises unto Lessee upon its paying the rent and
other charges therein provided for and observing and performing the covenants
and conditions therein set forth for a term of ____ ( ) months, commencing
__________________ .
This Memorandum of Office Lease is executed by the undersigned parties
hereto with the intention that the same shall be filed for record in the
Recorder's Office of the County of Xxxxxxx, Kansas, to give notice of the
existence of Lessee's leasehold estate under said Lease in and to the demised
Premises have described, but the execution of this Memorandum shall not change,
alter or modify the provisions of said Lease or superseded the same.
IN WITNESS WHEREOF, the undersigned parties have each caused this
Memorandum of Lease to be executed and sealed as of the ____ day of ___________,
19__.
MARLEY ASSOCIATES, a Missouri General
Partnership
BY:_______________________
Xxxxxxx X. Block, Managing Partner
WITNESS:
________________________________
________________________________
Lessee
BY:
______________________________
Title:
______________________________
ATTEST:
_________________________
Secretary
27
EXHIBIT "F"
[Map of Fenced Parking Area/Satellite Dish Location]
28
EXHIBIT "G"
FORM OF GUARANTY OF LEASE
THIS GUARANTY is made as of the ____ day of ____ , 19 ______ by Xxxxxxxx
Communications, Inc., a Maryland corporation, having an address at 0000 Xxxx
00xx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000 (hereinafter referred to as "Guarantor")
in favor of Marley Associates, a Missouri General Partnership, having an address
at c/o Block & Company, Inc., Realtors, 000 Xxxx 00xx Xxxxxx, Xxxxx 000, Xxxxxx
Xxxx, Xxxxxxxx 00000 (hereinafter referred to as "Landlord").
WHEREAS, Landlord and KCFX-FM, Inc., (Hereinafter referred to as
"Tenant") have entered into that certain Lease Agreement dated
__________________ , 1997, for the Premises therein described and located at
0000 Xxxxxxxx Xxxxx, Xxxxxxx, Xxxxxx (hereinafter referred to as the "Lease");
and
WHEREAS, KCFX-FM, Inc., desires to assign the Lease to ______________
("Assignee"); and
WHEREAS, Landlord has reasonably refused to consent to the assignment of
the Lease to Assignee; and
WHEREAS, Paragraph 6 of the Lease makes certain provision regarding a
guaranty to be executed by Guarantor; and
WHEREAS, words not otherwise defined herein, whether or not capitalized
herein, shall have the meanings given to them in the Lease.
NOW, THEREFORE, WITNESSETH, in consideration of the agreement of Landlord
to enter into the Lease with Tenant, Guarantor hereby covenants and agrees as
follows:
SECTION 1
GUARANTY
Guarantor hereby guarantees to Landlord the full, complete, and timely
payment and performance by Assignee of all the terms, covenants, and conditions
of Lessee under or pursuant to the Lease, including without limitation the
payment of all Base Rental and additional rent and any other commitment to pay
money whether or not designated in the Lease as rent (hereinafter collectively
referred to as "Rent") when due. This guaranty does not include, and Guarantor
expressly does not guaranty, any payment of performance by Assignee relative to
any terms or conditions of the Lease which have been changed, altered, modified,
or extended subsequent to the execution of the Lease and without the express
written consent of Guarantor to said change, alteration, modification or
extension.
SECTION 2
OBLIGATIONS OF GUARANTOR
If Assignee shall fail to comply with any term, covenant, or condition
contained in the Lease, Guarantor hereby guarantees to Landlord that Guarantor
shall then (1) pay (without first requiring the Landlord to proceed against
Assignee, any other person, or any other security) to the Landlord any sums due
and owing under the Lease, including without limitation interest, premiums, and
charges on past due obligations of Assignee, and (2) cure any default in any
term, covenant, or condition of the Lease. Guarantor further agrees to indemnify
and hold harmless Landlord from any loss (including reasonable attorney's fees)
resulting from any default made at any time by Assignee in any term, covenant,
or condition of the Lease or by the Guarantor under the terms of this Guaranty.
29
SECTION 3
OBLIGATIONS OF LANDLORD
In the event that Assignee fails to observe and perform any provision of
the Lease, Landlord shall give Guarantor written notice of said default by
facsimile transmission or hand-delivery to Guarantor at the above address, care
of General Counsel for Guarantor, and no amount shall be recoverable by Landlord
against Guarantor pursuant to this Guaranty unless such notice shall be given to
Guarantor and unless Guarantor shall be given twenty (20) days following receipt
of such notice in which to cure the purported failure of Assignee.
SECTION 4
CLAIMS BY GUARANTOR AGAINST ASSIGNEE
Nothing hereunder contained shall operate as a release or discharge, in
whole or in part, of any claim of Guarantor against Assignee, by subrogation or
otherwise, by reason of any act done or any payment made by Guarantor pursuant
to the provision of this Guaranty.
SECTION 5
SEVERABILITY
In case any provision (or any part of any provision) contained in this
Guaranty shall for any reason be held to be invalid, illegal, or unenforceable
in any respect, such invalidity, illegality, or unenforceability shall not
affect any other provision (or remaining part of the affected provision) of this
Guaranty, but this Guaranty shall be construed as if such invalid, illegal, or
unenforceable provision (or part thereof) had never been contained herein but
only to the extent it is invalid, illegal, or unenforceable.
SECTION 6
GRAMMAR
When used herein, the singular shall include the plural; the plural the
singular; and the use of any gender shall be applicable to all genders.
IN WITNESS WHEREOF, Guarantor has caused this instrument to be duly
executed under seal and delivered as of the date first above written.
GUARANTOR:
________________________________
Attest/Witness: ________________
(SEAL)
30
ACKNOWLEDGEMENTS
STATE OF _______________ )
) SS
COUNTY OF _______________ )
On this ____ day of _________, 19 ____, before me appeared Xxxxxxx X.
Block to me personally known, who being by me duly sworn did say the he is
Managing Partner of MARLEY ASSOCIATES, a Missouri General Partnership, and that
said instrument was signed in behalf of said Partnership by the authority of its
partners; and said Xxxxxxx X. Block acknowledged said instrument to be the free
act and deed of said Partnership.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed by official
seal in the County and State aforesaid the day and year last above written.
----------------------------
Notary Public
My Commission expires: _________________
STATE OF ________________)
)
COUNTY OF _______________)
On this _____ day of ________ , 19 ___ , before me appeared ________________,
to me personally known, who being by me duly sworn did say that he is the
____________ of _____________ a ____________ corporation, and that the seal
affixed to the foregoing is of its Board of Directors; and said
_________________ acknowledged said instrument to be the free act and deed of
said corporation.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official
seal in the County and State aforesaid the day and year last above written.
--------------------
Notary Public
My Commission Expires: ___________________
STATE OF ________________)
SS)
COUNTY OF ______________ )
On this _____ day of ______________, 19____, before me, ______________ a
Notary Public in and for said State, appeared __________________ , known to me
to be the person who executed the foregoing instrument, and acknowledged to me
that ____ he __ executed the same for the purpose therein stated.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixes my official
seal in the County and State aforesaid the day and year last above written.
---------------------
Notary Public
My Commission Expires: ________________
31
I. KUDL/KCFX SHARED PROPERTY AGREEMENT
This Shared Property Agreement is made this ___ day of
_______, 2000, by and between Entercom Kansas City, LLC, d/b/a KUDL-FM ("KUDL)
and Susquehanna Radio Corp. d/b/a KCFX-FM ("KCFX").
WHEREAS, KUDL and KCFX intend to individually and severally
negotiate and consummate individual agreements with Entercom Kansas City, LLC, a
Delaware limited liability company ("Owner"), the owner of a radio antenna tower
and transmitter building (the "Tower Facilities") situated at 39 degrees, 4
minute 23-1/2 seconds North Latitude and 94 degrees, 29 minutes and 6 seconds
West Longitude in Kansas City, Missouri and
WHEREAS, the parties hereto desire to enter into an agreement
to share the use of certain property (the "Shared Property"), in the operation
of broadcasting facilities from the Tower Facilities and
WHEREAS, it is the desire of the parties hereto to enter into
an agreement setting forth the rights, liabilities and responsibilities of each
party with respect to the Shared Property;
NOW, THEREFORE, the parties, intending to be legally bound
hereby and in consideration of the premises and the terms, provisions, and
covenants herein contained, do hereby agree as follows:
II. SECTION 1. TERM
The term of this Agreement shall be for the same term as the
Lease Agreement entered into between Owner and KCFX (the "Tower Lease"),
including and extensions thereof unless previously terminated pursuant to
Section 3(a).
III. SECTION 2. SHARED PROPERTY.
a. The Shared Property shall consist of the property listed on
Exhibit A, which is attached hereto and incorporated herein by reference,
replacements thereof, and later jointly acquired additional property. The
parties hereto acknowledge and agree that the Owner intends to replace or
substantially modify the Tower Facilities. In connection with such replacement
or modification, KUDL shall modify, move and/or remove any portion of the Shared
Property in accordance with the terms of Section 15. Notwithstanding anything
contained in this Agreement to the contrary, in the event that all or any
portion of the Shared Property (the "Removed Property") is substantially
modified or removed from the Tower in accordance with this Section 2(a) or
Section 15, the Shared Property shall no longer include the Removed Property and
the Removed Property shall be disposed of in accordance with Section 3. Any cost
incurred by KUDL in connection with its performance of the obligations specified
in the preceding sentence shall be allocated evenly between the parties in
accordance with Section 4 of this Agreement.
b. KCFX shall pay for all costs associated with replacing,
adding to, modifying, or rigging any portion of the transmission system included
in the Shared Property to the extent such action is necessary to allow diplexed
operation.
IV. SECTION 3. OWNERSHIP, TERMINATION AND DISTRIBUTION OF SHARED PROPERTY.
a. During the term hereof each party shall have an undivided
fifty percent (50%) interest as tenants in common in and to the Shared Property.
If either party ceases utilization of the Shared Property in conjunction with
the Tower Facilities for a period in excess of twelve (12) months then this
Shared Property Agreement shall terminate and ownership and full possession of
the Shared Property shall immediately be vested in the party continuing to
utilize the Shared Property at the Tower Facilities.
b. At the conclusion of the full term of this Agreement and
any and all extensions thereof, the parties will negotiate a mutually
satisfactory distribution of the Shared Property or, if the parties cannot
agree, then the Shared Property shall be sold and the proceeds divided equally
between the parties hereto.
c. In the event that the Removed Property is removed from the
Tower in accordance with Section 2(a) or Section 15, the parties will negotiate
a mutually satisfactory distribution of the Removed Property or, if the parties
cannot agree, then the Removed Property shall be sold and the proceeds divided
equally between the parties hereto.
V. SECTION 4. SHARED PROPERTY - OPERATING COSTS
Except as otherwise provided herein, all costs and expenses
associated with the Shared Property shall be shared equally between the parties
hereto, including, without limitation, the following: (i) the expense of
modifying, acquiring, operating, adding to, repairing, replacing or rigging the
Shared Property, (ii) taxes and assessments, (iii) utility expenses, (iv)
insurance costs, (iv) costs associated with claims for damages including defense
costs and reasonable attorney's fees, and (v) any other costs whatsoever arising
out of the acquisition or operation of the Shared Property during the term of
this Agreement. The parties will mutually agree to all acquisition and operation
costs or expenses. If parties cannot mutually agree on an operating issue, then
this operational dispute shall be resolved in accordance with the procedures
established in Sections 13 and 14 hereof.
VI. SECTION 5. INDIVIDUAL PROPERTY
Each party shall individually be responsible for all costs and
expenses associated with the acquisition and operation of its individually owned
property including, without limitation, separately metered utility expenses.
VII. SECTION. 6. HOLD HARMLESS.
a. Neither party nor its agents, servants, employees, or subcontractors
(collectively, "Agents") shall be liable to the other party, or its agents,
servants, employees, customers, or invites for any damage to person or property
caused by its own or its Agents' acts, omissions, or neglect; provided that the
foregoing provision shall not limit either party's liability for its gross
negligence or willful misconduct.
b. Neither party shall be liable to the other for acts or omissions of
any third party including, without limitation, the Owner or any other tenant or
user of the Tower Facilities.
VIII. SECTION 7. INSURANCE
a. Each party hereto shall during the term of this Agreement, at its
expense, maintain a policy or policies of comprehensive general liability and
worker's compensation insurance which shall name the other party as an
additional named insured with the premiums thereon fully paid when due, issued
by and binding upon a solvent insurance company acceptable to the other party
with such insurance to afford minimum protection as follows: Bodily injury --
$5,000,000 individual - $10,000,000 for all injuries; Property damage --
$5,000,000; Contractual -- $5,000,000; and Worker's Compensation -- statutory
limits.
b. Each such policy shall contain a provision that it may not be
cancelled without ten (10) days prior written notice to the other party. Each
party shall furnish to the other a certificate of insurance evidencing the
above-referenced coverage.
IX. SECTION 8. PROPERTY INSURANCE
The parties shall maintain a policy or policies of property
owner's insurance coverage for the full insurable value of the Shared Property,
subject to a mutually agreeable deductible. The cost of such insurance shall be
borne equally and any recovery for loss or damage to the property shall be
shared equally.
X. SECTION 9. COOPERATION
It is understood and agreed that the parties hereto, their
agents, servants, and employees will work together in a spirit of cooperation
and shall each at all times maintain and operate the Shared Property in a
professional manner.
XI. SECTION 10. EQUIPMENT FAILURE.
a. The parties hereto shall ordinarily simultaneously share
the use of the main antenna. In the event that the main antenna or combiner or
other equipment fails resulting in the main antenna temporarily not being usable
by both parties hereto and if it remains usable by one party, then during such
equipment failure the parties agree to alternate use of the main antenna and the
auxiliary antenna. In such event KCFX shall have the right to use the main
antenna during the months of August through January and KUDL shall have the
right to use the main antenna during February through July. In the event that
the main antenna is not usable by either party, than both parties shall share
use of the auxiliary antenna.
b. Due to limitations of the existing patch bay equipment on
the auxiliary antenna (the "Patch Bay"), only one station may stay continually
attached to the auxiliary antenna through the Patch Bay. The station that is not
attached to the Patch Bay will require manual connection prior to its use of the
auxiliary antenna. KUDL shall have the right to establish and maintain its
connection to the auxiliary antenna through the Patch Bay. KCFX will be required
to manually connect its facilities to the auxiliary antenna prior to its use of
the auxiliary antenna; provided, however, that KCFX may install, at its sole
cost and expense, automatic switching equipment that will allow both stations to
be connected to the auxiliary antenna through the Patch Bay.
XII. SECTION 11. BROADCASTING ACTIVITIES.
Neither party shall permit the operation of the Shared
Property in such a manner as to "Interfere with Broadcasting Activities" which
shall mean a condition which constitutes "interference" within the meaning of
the provisions of the recommended practices of the Electronics Industry
Association as well as the rules and regulations of the Federal Communications
Commission ("FCC") then in effect 47 C.F.R. 73.317(a) through (c) , and 47
C.P.R. 73-316 (a) through (d). Each party agrees to indemnify and hold harmless
the other from any and all damages, claims, loss, and liability due to
"interference with the broadcasting activity" to the other party, or any other
tenant, or any other person, firm, or corporation to the extent the foregoing
interference is caused by the use of the Shared Property.
XIII. SECTION 12. COMPLIANCE.
Each party shall comply with any conditions which the FCC or
any other governmental authority may impose with respect to the installation or
operation of that party's antenna, transmission line, transmitter, or equipment.
XIV. SECTION 13. DISPUTES.
Operational disputes will be referred to an independent.
impartial qualified consulting radio engineer ("Consulting Engineer") for final
decision. In the event of a dispute with respect to any operational issue,
including without limitation:
a. A dispute concerning the necessity to repair,
replace, or add to Shared Property;
b. A dispute concerning the costs and expenses
associated with repair or replacement of Shared Property;
c. A dispute concerning retention of consultants or
contractors;
d. A dispute concerning the nature or extent of
"interference with a broadcasting activity", or the method of
correcting "interference with a broadcasting activity";
then within fourteen (14) days the parties shall mutually
agree to the selection of the Consulting Engineer who shall decide the matter.
Such Consulting Engineer's decision shall be final, binding, and legally
enforceable, and his fees, costs, and expenses shall be shared equally. If a
party hereto is guilty of interference with a broadcasting activity, then that
party shall pay all fees, costs, and expenses of the Consulting Engineer. If the
Consulting Engineer determines that repairs, replacements, or corrections are
necessary, then the responsible party or, if appropriate, both parties shall
commence correction within five (5) days after receipt of the Consulting
Engineer's report or any required consent of the FCC, whichever last occurs.
Interference will be eliminated as quickly as possible with due regard to the
nature and extent of such interference. If the parties cannot, within fourteen
(14) days, agree upon a Consulting Engineer then the matter will be referred to
expedited arbitration as provided in Section 14 hereof.
XV. SECTION 14. EXPEDITED ARBITRATION OF DISPUTES.
In the event the parties cannot agree to a qualified
Consulting Engineer pursuant to Section 13 or in the event of any other
non-operating dispute arising out of this Agreement which cannot be resolved by
the parties within fourteen (14) days after the dispute arises, the parties
hereby agree to refer the matter for final and binding resolution by an
independent third party arbitrator. Either party may commence the arbitration
process by writing the American Arbitration Association, and requesting a panel
of no more than five (5) commercial arbitrators be provided. Within five (5)
days after receipt of the panel, the parties shall agree on a member of the
panel as arbitrator or, if no agreement is reached, then the parties will take
turns striking names from the list until only one name remains which shall be
the arbitrator. KUDL shall strike first. Unless the parties agree otherwise and
except as modified herein, the rules and procedures for the arbitration shall be
the Commercial Arbitration Rules of the American Arbitration Association. The
arbitration hearing shall be held within thirty (30) days after selection of the
arbitrator. The decision of the arbitrator shall be rendered within ten (10)
days of the hearing, shall be final and binding on the parties, and judgment
upon the award may be entered in any court having jurisdiction thereof. The
costs, expanses, and fees of the arbitrator shall be shared equally. Each party
shall bear the costs, expenses, and fees of its own agents, servants, employees,
experts, consultants, and attorneys related to the arbitration.
XVI. SECTION 15. NEW TOWER AND ANTENNA.
Owner reserves the right to require KCFX and KUDL to remove
the Shared Property as necessary to accommodate the Owner's installation of a
master antenna and transmission line system ("Master Antenna System"). The
specifications of the Master Antenna System are to be provided by Owner to KCFX
and KUDL. KCFX and KUDL shall be responsible for any regulatory filings and fees
associated with the migration of their stations to the Master Antenna System.
KCFX and KUDL shall be responsible for any and all costs associated with
hardware, engineering, construction, equipment relocation or installation fees
and other expenses necessary to accomplish the combining of their stations into
the Master Antenna System. Each station shall bear the costs associated with
repairs and maintenance of its combining equipment. Owner shall conduct any
repairs or maintenance to the equipment that is shared among the users of the
Master Antenna System (the "Common Equipment") and neither KCFX nor KUDL shall
undertake any such repair or maintenance without Owner's prior written consent.
Costs for repairs and maintenance of the Common Equipment shall be shared among
the users of the Master Antenna System on a pro rata basis (for example, by way
of illustration, if there were five users of the Master Antenna System, each
user would be responsible for one-fifth of the repair and maintenance costs).
KCFX and KUDL shall bring to Owner's attention any condition of which they are
aware that may cause damage to or improper operation of the Master Antenna
System or any other component of the system operation. KCFX and KUDL agree to
properly interface their transmitting equipment with any "fail-safe interlock"
protection system associated with the Master Antenna System or other safety
monitoring system designated by Owner. In the event any portion of the Master
Antenna System requires maintenance or testing, KCFX and KUDL shall cooperate to
the extent necessary to accomplish the maintenance and or testing.
XVII. SECTION 16. INTEREST AND ATTORNEY' FEES
All sums becoming due or payable to either party under this
Agreement, including all money expanded by either party or on account of any
default by the other party in the performance and observance of any agreements
or covenants herein shall bear interest at the lower of (i) eighteen percent
(18%) per annum or (ii) the highest rate permitted by applicable law from and
after the date of the party's timely failure to pay the same. Upon any default
by any party, the defaulting party shall be liable for the other party's
reasonable attorneys' fees and expenses in connection with any matter or
proceeding to enforce the provisions of this Agreement or to collect any payment
due or otherwise.
XVIII. SECTION 17. CONDEMNATION
If, during the term of this Agreement, including any extension
thereof, any part of the Shared Property is condemned or otherwise taken then
the parties will cooperate in pursuing recovery of damages and the condemnation
proceeds shall be shared equally.
XIX. SECTION 18. ASSIGNMENTS.
Neither party shall transfer, sell, assign, mortgage, or
encumber the Shared Property or assign this Shared Property Agreement without
the express written consent of the other party which will not be unreasonably
withheld. This Agreement shall be binding upon the agents, servants, employees,
successors, and assigns of each party. Notwithstanding the above, this Agreement
and the assignor's interest in the Shared Property may be assigned without the
other party's consent pursuant to a transaction involving the contemporaneous
transfer of the FCC broadcast license of the assignor.
XX. SECTION 19. NOTICE.
Any notice, communication, request, reply or advice in this
Agreement provided or permitted to be given, made or accepted by either party to
the other must be in writing and shall effectively be given if sent via
facsimile at the number designated below or if deposited in the United States
mail, postpaid and certified and addressed to the party to be notified, with
return receipt requested, or delivered in person to such party. Any notice sent
via facsimile shall be effective the day upon which confirmation is received by
the sender that the facsimile was received by the other party unless such day is
not a business day or unless the facsimile was not sent prior to 5:00 p.m.
Eastern Daylight Savings Time on a business day, in which case such facsimile
shall be deemed received on the next business day. Any notice mailed shall be
effective unless otherwise stated in this Agreement, from and after the
expiration of five (5) days after it is deposited in a depository of the United
States Postal Service (or, if such day is not a business day, the next business
day). Notice given in any other manner shall be effective only if and when
received by the other party to be notified. For purposes of notice, the
addresses and facsimile numbers of the parties shall, until changed as
hereinafter provided, be as follows:
If to KUDL, to: Entercom Communications Corp.
000 Xxxx Xxxxxx, Xxxxx 000
Xxxx Xxxxxx, Xxxxxxxxxxxx 00000
Attn: [ ]
----
Telecopy: (000) 000-0000
Telephone: (610) 660-[____]
with a copy Xxxxxx & Xxxxxxx
(which shall 0000 Xxxxxxxxxxxx Xxxxxx, Xxxxx 0000
not constitute Washington, D.C. 20004-2505
notice) to: Attn: Xxxxxx X. Xxxxxxxx, Esquire
----
Telecopy: (000) 000-0000
Telephone: (000) 000-0000
If to KCFX, to: Susquehanna Radio Corp.
000 Xxxx Xxxxxx Xxxxxx
Xxxx, XX 00000
Attn: Xxxxx X. Xxxxxxx
----
Telecopy: [ ]
----------------------
Telephone: [ ]
-----------------------
with a copy
(which shall
not constitute
notice) to: [ ]
XXI. SECTION 20. PARTIAL INVALIDITY.
If any term or provision of this Agreement, or the application
thereof to any person or circumstance, shall to any extent be invalid or
unenforceable as finally determined by a court of competent jurisdiction, the
remainder of the Agreement shall not be affected thereby.
XXII. SECTION 21. ENTIRE AGREEMENT; RULE OF CONSTRUCITON.
This Agreement is the entire agreement between the parties
hereto regarding the Shared Property and supersedes and replaces any previous or
concurrent written or oral agreements, understandings, or communications with
respect thereto. As of the date hereof, the owner of KUDL is the landlord under
that certain Lease Agreement dated as of the date hereof (the "Lease Agreement")
under which KCFX is granted certain non-exclusive rights with respect to the
Tower Facilities. Notwithstanding anything contained in this Agreement to the
contrary, so long as the owner of KUDL (or its affiliate) continues to be the
landlord under the Lease Agreement, this Agreement shall be subject to the Lease
Agreement in all respects and, in the event that there is a conflict between
this Agreement and the Lease Agreement, the provisions of the Lease Agreement
shall govern.
XXIII. SECTION 22. NON-WAIVER.
Failure of either party to insist on strict performance of any
of the conditions, covenants, terms, or provisions of this Agreement shall not
constitute a waiver of any rights such party shall have to enforce such rights
at any time and take such action as might be lawful or authorized hereunder,
either in law or in equity.
XXIV. SECTION 23. ALTERATIONS.
This Agreement may not be altered, charged, or amended except
by an instrument in writing signed by both parties.
XXV. SECTION 24. APPLICABLE LAW.
This Agreement shall be construed and enforced according to
the laws of the state of Missouri.
[The Remainder of this Page is Intentionally Left Blank
Signatures Appear on the Following Page]
IN WITNESS WHEREOF, the parties hereto have duly executed this
Shared Property Agreement as of the date first above written.
KCFX:
Susquehanna Radio Corp.
By________________________
Title_______________________
KUDL:
Entercom Kansas City, LLC
By_________________________
Title________________________
Owner is executing this
Agreement for the sole purpose
of agreeing to the provisions
of Section 15.
Entercom Kansas City, LLC
By________________________
Name______________________
Title_____________________
XXVI. EXHIBIT A
XXVII. SHARED EQUIPMENT LISTING
XXVIII. KUDL/KCFX
A 1 Xxxxxxx model 6814-6 6 Bay antenna custom engineered dual
frequency operation at 98.1 MHz and 101.1 MHz with an
elliptical polarization of 55% horizontal and 45% vertical.
Antenna includes electrical do-icers.
B 1 Shivelly model 2530-40-40-2 Two Station Branched combiner
for 98.1 MHz and 101.1 MHz.
C 1 lot Xxxxxxx 4 1/16 inch rigid transmission line from
combiner to the antenna system.
D 1 Myat 7 port, 4 1/16 inch emergency patch panel with.
accessories.
E 1 Myat 3 port, 3 1/8 inch emergency patch panel with
accessories.
F 1 ERI SHP-1BE Emergency antenna custom engineered for dual
frequency operation at 98.1 MHz and 201.1 MHz.
G 6 20' sections 3 1/B inch rigid transmission line with
accessories.
H I lot Cablewave MCC-312-50J- Wellflax transmission line from
combiner to emergency standby antenna system.
I 1 Dummy Load
J Assorted interconnecting coaxial cable section as necessary to
interconnect the combiner with the emergency patch system and
the dummy load.
Additional property may be added by agreement of the parties.
XXIX.
