AMENDMENT TO AGREEMENT OF SALE (O&O)
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This Amendment (this "Amendment"), to that certain Agreement of Sale,
by and between the parties hereto, dated as of February __, 2000 (the
"Agreement"), is made as of this ___ day of December 2000, by and between the
Beasley Broadcasting of New Jersey, Inc., a Delaware corporation (the "Seller"),
and Beasley Family Towers, Inc., a Delaware corporation (the "Buyer").
WITNESSETH:
WHEREAS, Seller and Buyer entered into the Agreement whereby Buyer
purchased from Seller two (2) communications tower facilities used in the
operation of radio broadcast station WTMR-AM (each a "Tower" and collectively
the "Towers," one of such Towers used exclusively for broadcast during daytime
hours and called therein the "Daytime Tower"), and certain personal property
belonging to Seller and associated with the Towers;
WHEREAS, Seller and Buyer desire to amend the Agreement in certain
respects to clarify the nature of the assets sold pursuant to the Agreement;
NOW, THEREFORE, in consideration of the mutual premises contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Buyer and Seller, intending to be
legally bound hereby, agree as follows:
1. The first sentence of Section 5(d) of the Agreement is amended and
restated as follows:
Buyer and Seller acknowledge that the Daytime Tower is occupied,
or will be occupied, by a tenant pursuant to that certain Sale and Lease
Agreement, dated June 29, 1981 by and between Family Stations, Inc. ("Family"),
and Roberts Broadcasting Company ("RBC"), as amended by that certain Amendment
to Sale and Lease Agreement, dated as of October 1, 1986, by and between Family
and RBC, such amendment extending the term of the Sale and Lease Agreement to
June 28, 2080 and terminating Family's obligation for the rest of the term to
make lease payments for Family's space on the Daytime Tower (such agreement and
amendment collectively called herein the "RBC Lease"), such RBC Lease: (i)
leasing to Family certain space on the Daytime Tower and certain real property
within the Tower Site, and (ii) assigning to Gore-Overgaard Broadcasting, Inc.
("Gore"), all of RBC's right and interest to and in the RBC Lease, such rights
subsequently assigned to Seller pursuant to that certain Assignment and
Assumption Agreement, dated December 1, 1998, by and between Gore and Seller.
2. Except as expressly provided herein, the Agreement shall continue
to be, and shall remain, in full force and effect. Except as expressly provided
herein, this Amendment shall not be deemed to be a waiver of, or consent to, or
a modification or amendment of, any other term or condition of the Agreement.
3. For the convenience of the parties, this Amendment may be executed
in one or more counterparts, each of which shall be deemed an original for all
purposes.
4. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAW PROVISIONS) OF
THE STATE OF NEW JERSEY.
[Signature page follows]
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IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound,
have caused this Amendment to be duly executed on the day and year first written
above.
SELLER:
BEASLEY BROADCASTING OF NEW JERSEY, INC.
By: _________________________________
Name: George G. Beasley
Title: Chief Executive Officer
BUYER:
BEASLEY FAMILY TOWERS, INC.
BY: _________________________________
Name: B. Caroline Beasley
Title: Secretary
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AMENDMENT TO LEASE AGREEMENT
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This Amendment (this "Amendment"), to that certain Lease Agreement, by
and among the parties hereto, dated as of February __, 2000 (the "Lease"), is
made as of this ___ day of December 2000, by and between Beasley Family Towers,
Inc., a Delaware corporation (the "Lessor"), and Beasley Broadcasting of New
Jersey, Inc., a Delaware corporation (the "Lessee").
WITNESSETH:
WHEREAS, Lessor and Lessee entered into the Lease whereby Lessee
leased from Lessor two (2) communications tower facilities used in the operation
of radio broadcast station WTMR-AM (each a "Tower" and collectively the
"Towers," one of such Towers used exclusively for broadcast during daytime hours
and called therein the "Daytime Tower"), for the purpose of Lessee's radio
broadcast transmission activities;
WHEREAS, Lessor and Lessee desire to amend the Lease in certain
respects to clarify the nature of the leasehold interest in the Towers obtained
by Lessee pursuant to the Lease;
NOW, THEREFORE, in consideration of the mutual premises contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Lessor and Lessee, intending to be
legally bound hereby, agree as follows:
5. The first recital is amended and restated as follows:
WHEREAS, Lessor owns two (2) communications towers described on
Exhibit attached hereto (each a "Tower" and collectively the "Towers," one of
such Towers used exclusively for broadcast during daytime hours and called
herein the "Daytime Tower"), together with other improvements on a certain tract
of real estate located in Camden, New Jersey and described in Exhibit B attached
hereto (hereinafter referred to as the "Tower Site"; the term "Tower Site" shall
also include any appurtenant easements or improvements on such land, including,
without limitation, any buildings or other structures, but not including that
certain studio building owned by Lessor on such land);
6. Section 2.01(a) of the Lease is hereby amended and restated:
(a) The Towers, for the purposes of the broadcast transmission of
WTMR-AM, Camden, New Jersey ("WTMR"), provided that the lease of the Daytime
Tower is subject to the lease of certain tower space to Family Stations, Inc.
("Family"), pursuant to that certain Sale and Lease Agreement, dated June 29,
1981, by and between Family and Roberts Broadcasting Company ("RBC"), as amended
by that certain Amendment to Sale and Lease Agreement, dated as of October 1,
1986, by and between Family and RBC, such amendment extending the term of the
Sale and Lease Agreement to June 28, 2080 and terminating Family's obligation
for the rest of the term to make lease payments for Family's space on the
Daytime Tower (such agreement and amendment collectively called herein the "RBC
Lease"), such RBC Lease: (i) leasing to Family certain space on the Daytime
Tower and certain in real property within the Tower Site and (ii) assigning to
Gore-Overgaard Broadcasting, Inc. ("Gore"), all of
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RBC's right and interest to and in the RBC Lease, such rights subsequently
assigned to Lessee pursuant to that certain Assignment and Assumption Agreement,
dated December 1, 1998, by and between Gore and Lessee;
7. The second sentence of Section 13.01 of the Lease is hereby
deleted.
8. The last sentence of Section 14.01 of the Lease is hereby
deleted.
9. The penultimate sentence of Section 14.03 of the Lease is hereby
deleted.
10. The first sentence under the heading "WTMR-AM" in Exhibit B is
hereby amended and restated to read:
That certain tract of land (exclusive of the studio building used for
the broadcast operation of WTMR-AM thereon) more particularly described as
follows:
11. Except as expressly provided herein, the Lease shall continue to
be, and shall remain, in full force and effect. Except as expressly provided
herein, this Amendment shall not be deemed to be a waiver of, or consent to, or
a modification or amendment of, any other term or condition of the Lease.
12. For the convenience of the parties, this Amendment may be
executed in one or more counterparts, each of which shall be deemed an original
for all purposes.
13. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO CONFLICTS OF LAW PROVISIONS) OF
THE STATE OF NEW JERSEY.
[Signature page follows]
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IN WITNESS WHEREOF, the parties hereto, intending to be legally bound,
have caused this Amendment to be duly executed on the day and year first written
above.
LESSOR:
BEASLEY FAMILY TOWERS, INC.
BY: __________________________________
Name: B. Caroline Beasley
Title: Secretary
LESSEE:
BEASLEY BROADCASTING OF NEW JERSEY, INC.
By: __________________________________
Name: George G. Beasley
Title: Chief Executive Officer
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