Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a 180 1.08M
Business-Combination Transaction
2: EX-3.1 Certificate of Formation 1 15K
3: EX-3.2 Limited Liability Company Agreemen 35 137K
4: EX-3.3 Articles of Incorporation 2 18K
5: EX-3.4 Acme Intermediate Finance, Inc. By-Laws 14 56K
6: EX-4.1 Indenture 148 473K
7: EX-4.2 Indenture 135 432K
9: EX-5.1-INT Exhibit 5.1-Int - Opinion Re: Legality 3 23K
8: EX-5.1-INT Intermediate Opinion 3 24K
10: EX-10.1 Stock Purchase Agreement 46 204K
19: EX-10.10 Management Agreement 14 53K
20: EX-10.11 Exhibit 10.11 - Amendment (Channel 32) 2 20K
21: EX-10.12 Exhibit 10.12 - Noncompetition Agreement for Kwbp 5 28K
22: EX-10.13 Exhibit 10.13 - Management Agreement for Station 16 50K
23: EX-10.14 Management Agreement 14 47K
24: EX-10.15 Exhibit 10.15-Wint Escrow 9 43K
25: EX-10.18 Exhibit 10.18 - Affiliation Agreement for Kwbp 21 67K
26: EX-10.19 Exhibit 10.19 - Commitment Letter From Wb 1 18K
11: EX-10.2 Exhibit 10.2 - Escrow Agreement for Kplr 14 61K
27: EX-10.20 Exhibit 10.20 - Employment Agreement With Gealy 6 33K
28: EX-10.21 Exhibit 10.21 - Employment Agreement With Allen 6 32K
29: EX-10.22 Exhibit 10.22 - Consulting Agreement With Kellner 6 30K
30: EX-10.23 Exhibit 10.23 - Commercial Building Lease for Kwbp 15 68K
31: EX-10.24 Exhibit 10.24 - Lease Agreement for Kwbp Tower 16 65K
32: EX-10.25 Exhibit 10.25 - Lease Agreement for Wbxx 22 74K
33: EX-10.26 Exhibit 10.26 - Tower Lease for Wbxx 13 38K
34: EX-10.27 Exhibit 10.27 - First Modification to Agreement 4 24K
12: EX-10.3 Exhibit 10.3 - Time Brokerage Agreement 19 69K
35: EX-10.30 Exhibit 10.30 - Studio Lease for Kplr 4 27K
36: EX-10.31 Exhibit 10.31 - Tower Lease for Kplr 26 51K
37: EX-10.32 Exhibit 10.32 - Amendment to Tower Leases for Kplr 3 22K
38: EX-10.33 Exhibit 10.33 - Koplar/Roberts - Agreement 15 69K
39: EX-10.35-INT Exhibit 10.35 - Registration Rights Agreement 34 119K
40: EX-10.36-INT Exhibit 10.36 - Membership Unitholders Agreement 31 108K
41: EX-10.37 Purchase Agreement for Intermediate 41 152K
42: EX-10.38-INT Exhibit 10.38 - Securities Pledge Agreement 21 73K
13: EX-10.4 Membership Contribution Agreement 28 102K
14: EX-10.5 Exhibit 10.5 - Asset Purchase Agreement 25 87K
15: EX-10.6 Exhibit 10.6 - Purchase Agreement for Wbxx 63 133K
16: EX-10.7 Exhibit 10.7-Asset Purchase Agreement for Kwbp 38 163K
17: EX-10.8 Exhibit 10.8 - Amendment 3 20K
18: EX-10.9 Exhibit 10.9 - Amendment (Acme) 3 18K
43: EX-21.1-INT Exhibit 21.1 - Subsidiaries 1 15K
44: EX-23.2 Consent of Experts and Counsel 1 15K
45: EX-23.3 Consents of Experts 1 15K
46: EX-23.4 Consent of Experts and Counsel 1 15K
47: EX-24.1-INT Power of Attorney - Allen 1 16K
48: EX-24.2-INT Power of Attorney - Gealy 1 16K
49: EX-24.3-INT Power of Attorney - Kellner 1 16K
50: EX-25.1-INT Exhibit 25.1-Int - Statement of Eligibility 30 106K
51: EX-27.1 Financial Data Schedule 1 19K
52: EX-99.1-INT Exhibit 99.1-Int - Letter of Transmittal 20 68K
53: EX-99.2-INT Exhibit 99.2-Int - Notice of Guaranteed Delivery 5 26K
54: EX-99.3-INT Exhibit 99.3-Int - Letter to Brokers 2 19K
55: EX-99.4-INT Exhibit 99.4-Int - Letter to Clients 2 18K
56: EX-99.5-INT Exhibit 99.5-Int - Instruction to Holder 2 19K
57: EX-99.6-INT Exhibit 99.6-Int - Guidelines for Certification 7 27K
58: EX-99.7 Consent as Member-Koplar 1 16K
59: EX-99.8 Consent as Member-Roberts 1 16K
EX-10.31 — Exhibit 10.31 – Tower Lease for Kplr
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AGREEMENT OF LEASE
AGREEMENT OF LEASE made this 16 day of May, 1986 (herein called the
"Lease"), between CBS INC., a New York corporation with offices located at 51
West 52 Street, New York, New York (herein called "CBS"), and KOPLAR
COMMUNICATIONS INC., a Missouri corporation with offices located at 4935 Lindell
Boulevard, St. Louis, Missouri (herein called "Koplar") .
1. DEMISED PREMISES. CBS hereby leases to Koplar and Koplar hereby
leases, takes and hires from CBS upon the terms and conditions hereinafter
set forth the following:
(a) That portion of the parcel of land located on Reavis Barracks
Road in St. Louis County. Missouri as more particularly described on Exhibit A
attached hereto and made a part hereof (herein called the "Site"). Koplar agrees
that at the expiration or termination of the term of this Lease, all right,
title and interest in said building and all other improvements (except
apparatus, air conditioning equipment, other equipment and furnishings installed
in the building) on the demised portion of the Site shall pass to CBS.
(b) A portion of the broadcasting tower as described on Exhibit A -
1 attached hereto and made a part hereof erected by CBS on the Site containing
the Channel 11 antenna, or such other television equipment (including
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antennas) which will not cause interference to, or be subject to interference
from, the operations of CBS. Said portion of the tower leased hereunder shall be
used solely by Koplar for the installation and maintenance of such television
equipment and apparatus. On or before the expiration or termination of this
Lease, Koplar shall have the right and agrees to remove said antennas and
transmission lines and all other equipment and apparatus and repair any damage
occasioned thereby. The tower shall be and remain the property solely of CBS,
and Koplar shall merely have the right to use part of it, as provided herein.
Koplar's antennas and transmission lines and all other equipment and apparatus
shall be and remain the property solely of Koplar, which agrees to keep them in
good order and repair. Koplar agrees to make no changes in its ant-ennas or
transmission lines without the prior written approval of CBS which will not be
unreasonably withheld. Koplar hereby grants to CBS the right to erect and
maintain transmission lines and other necessary apparatus and equipment in and
on said portion of the broadcasting tower referred to in this paragraph l(b)
necessary for the operation of its antenna on said tower and an easement and
right of way over said portion to and from said antenna.
(c) The portions of the premises described in paragraphs (a) and (b)
hereof are sometimes collectively
2
referred to herein as the "Demised Premises".
(d) Koplar may install or maintain on the Demised Premises or any
improvements thereon any signs of the same type, size and character and in the
same general location as those installed by CBS, but may not install or maintain
any other signs without the prior approval of CBS.
2. TERM. (a) The term of this Lease (the "Initial Term") shall be a
period of ten (10) years, commencing as of February 1, 1984 (the "Commencement
Date")
(b) Provided that at the time of the exercise of the option(s)
contained in this Article 2. Koplar is not in default under any of the
provisions of this Lease beyond the applicable grace period, if any. Koplar
shall have the right to renew the Initial Term for a period of ten (10) years
("First Renewal Term"), commencing on the tenth (10th) anniversary of the
Commencement Date on the same terms as contained in this Lease (including
Article 3, without any change in the Base Year or any other provisions of
Article 3). If Koplar elects to renew the Initial Term for the First
3
Renewal Term, Koplar shall give notice to CBS of such election not later than
eighteen (18) months prior to the expiration date of the Initial Term. Upon CBS'
receipt of such notice, this Lease, subject to the provisions of this Article 2,
shall be automatically extended for the First Renewal Term with respect to the
Demised Premises then covered by this Lease with the same force and effect as if
the First Renewal Term had been originally included in the term.
(c) If this Lease shall have been so renewed then at the end of the said
First Renewal Term, provided is not in default under any of the provisions of
this Lease beyond the applicable grace period, if any, Koplar shall have the
right to renew the First Renewal Term of this Lease for a period of five (5)
years ("Second Renewal Term"), commencing on the twentieth (20th) anniversary of
the Commencement Date on the same terms as contained in this Lease (including
Article 3, without -any change in the Base Year or any other provisions of
Article 3). If Koplar so elects to renew the First Renewal Term for the Second
Renewal Term, Koplar shall give notice to CBS of such election not later tha-n
eighteen (18) months prior to the expiration date of the First Renewal Term.
Upon CBS' receipt of such notice, this Lease, subject to the provisions of this
Article 2, shall be automatically extended for the second Renewal Term with
respect to the Demised Premises then covered by this Lease with the same force
and effect as if. the Second Renewal Term had been originally included in the
term.
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(d) The term of this Lease shall automatically expire at the expiration
date of the Initial Term unless Koplar notifies CBS in writing as stated herein
of its intention to renew the terms of this Lease. The term of this Lease shall
automatically expire at the expiration date of the First Renewal Term, unless
Koplar notifies CBS, in writing as provided herein, of its intention to renew
the First Renewal Term. Koplar shall have no right to renew the term of this
Lease for any period beyond the Second Renewal Term.
3. RENTAL:
(a) FIXED RENTAL. Koplar agrees to pay CBS during the remainder of the
first three years of the term of this Lease, an annual fixed rental of
THIRTY-ONE THOUSAND TWO HUNDRED ($31,200.00) DOLLARS (the "Fixed Rental") in
equal monthly installments of TWO THOUSAND SIX HUNDRED ($2,600.00) DOLLARS,
payable in advance, without notice or demand, on the first day of each calendar
month during the term hereof. Commencing on the first day of February, 1987, and
on the same day of the month every three years thereafter during the. term of
this Lease, as such term may be extended pursuant to Article 2 herein, the Fixed
Rental shall be increased by the percentage of increase in the cost of living as
determined in accordance with the provisions of
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this Article.
3.1 (a) On the third anniversary date of the Commencement Date and on
each subsequent third anniversary date of the Commencement Date occuring during
the term of this Lease (each such date being a "Fixed Rental Adjustment Date"),
as such term may be extended pursuant to Article 2 herein, the Fixed Rental
shall be increased by an amount determined by multiplying the Fixed Rental, as
same may have been previously adjusted pursuant to this Section by a fraction,
the numerator of which shall be the latest Consumer Price Index for Urban Wage
Earners and Clerical Workers (all items) for St. Louis, Missouri, 1977=100 (the
"Index") for the month or period immediately preceding the Fixed Rental
Adjustment Date in question and the denominator of which shall be (i) -for the
first Fixed Rental Adjustment Date the Index in effect for the month or period
immediately preceding the Commencement Date and (ii) for each subsequent Fixed
Rental Adjustment Date, the Index in effect for the month or period immediately
preceding the last prior Fixed Rental Adjustment Date.
(b) In the event that (i) the Index (or any index substituted
therefor as hereinafter provided) shall cease to be published, then for the
purposes of this paragraph, there shall be substituted for the Index such other
index of a si-
6
milar kind published by a governmental or other non-partisan organization, or
(ii) there is any change in the computation of the Index or of any such
substituted index, then for the purposes of this paragraph, such index as so
changed shall be substituted for the index in effect prior thereto.
3.2. CBS shall, within a reasonable time after obtaining the
appropriate data necessary for computing such increase give Koplar notice of any
increase so determined, and CBS' computation shall be conclusive and binding
(but shall not preclude any adjustment which may be required in the event of a
published amendment of the index figures upon which the computation was based).
3.3 The rent due pursuant to this Article shall be due and payable to
CBS in equal monthly installments commencing with the first month of the fourth
year of this Lease.
(b) REDUCTION IN FIXED RENTAL. Koplar currently provides the
services to CBS described on Exhibit B attached hereto and made a part hereof
(the "downlink services"). As long as Koplar continues to provide the downlink
services to CBS, the Fixed Rental payable hereunder shall be reduced by the sum
of FIVE HUNDRED ($500.00) DOLLARS per month throughout the terms of this Lease,
as such term may be extended pursuant to Article 2 herein, which reductions
shall be
7
increased on each anniversary date of the commencement date occurring during the
term of this Lease (each such date being an "Adjustment Date") by multiplying
same by a fraction. the numerator of which shall be the Index for the month or
period immediately preceding the Adjustment Date in question and the denominator
of which shall be the Index in effect for the month or period immediately
preceding the Commencement Date. In the event that CBS desires to
discontinue the use of said services, it may do so upon three (3) months prior
written notice to Koplar, whereupon Koplar shall pay to CBS the full Fixed
Rental without any reduction, as provided herein.
(b) REAL PROPERTY TAX PAYMENT. Koplar agrees to pay CBS during the
term of this Lease, as such term may be extended pursuant to Article 2 herein,
one-half of all real property taxes paid by CBS, as well as one-half of personal
property taxes applicable to the Demised Premises. Koplar shall, within thirty
(30) days of receipt of demand therefor, reimburse CBS for its one-half share of
such taxes.
4. Termination of Lease. (a) CBS shall have the right to terminate
this Lease, upon one (1) year's prior written notice to Koplar, at any time
during the term of this Lease, as said term may be extended pursuant to Article
2 herein, until the billing dispute on payment for downlink
8
services has been resolved in writing by both parties, and this Lease shall
terminate on the date specified in CBS' notice. Koplar shall not be obligated to
make any further payments of Fixed Rental hereunder as of the termination date
specified in CBS' notice. Notwithstanding the foregoing. in the event Koplar is
unable, after utilizing its best efforts, to move off the tower within said one
(1) year period, CBS agrees to enter into good faith negotiations with Koplar to
determine a time period, not to exceed one (1) year, during which Koplar can
leave the tower (the "Extended Term"). During the Extended Term, Koplar shall
continue to pay the Fixed Rental, as same may be increased pursuant to the
provisions of Article 3. In the event that this Lease shall not be terminated
under the provisions of the preceding sentence, and CBS shall, nevertheless,
discontinue the use of its tower and move its antenna to another tower, then on
and after the date on which CBS shall have ceased to use the tower because it
has moved its antenna to another tower, Koplar shall pay to CBS within thirty
(30) days after CBS gives notice of such expenses to Koplar, 100% of the annual
cost of
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maintenance of the tower, unless the tower shall be used by other.
commercial television broadcasters, in which event Koplar shall pay to CBS that
part of 100% of the annual cost of maintenance of the tower which is
proportionate to the total number of parties then using the tower.
(b) Koplar shall have the right to terminate this Lease on any
anniversary date of the Commencement Date, upon one (1) year's written notice to
CBS. provided that Koplar will use its best efforts to ensure that CBS is given
the right to move its antenna to the same tower to which Koplar moves its
antenna, on terms which are at least as favorable as granted to any other
television station which also moves its antenna to the same tower. In the event
Koplar does not own, either in full or in part, such tower, Koplar will use its
best efforts to ensure that CBS will be able to move its antenna to said tower
on terms which are at least as favorable as those granted to Koplar.
5. USE. (a) The building and installation shall be used exclusively
for television purposes. Koplar agrees to keep the portion of the Site leased
hereunder and said building and improvements thereon free and clear of all
mechanics' and materialmen's liens.
During the term hereof, Koplar agrees to
keep the building and installation and the Demised Premises in good order and
appearance.
10
(b) If the tower becomes unuseable for television broadcasting
purposes by Koplar by reason of damage, deterioration or destruction, CBS shall
have no obligation to make the tower useable, except as provided in Article 24
herein. During the period when the tower is so unuseable, Fixed Rental to be
paid by Koplar hereunder shall be abated. If the period of such unuseability
exceeds twelve (12) months, either party hereto may terminate this Lease by
written notice to the other.
6. COOPERATION. Koplar agrees to give its full and complete
cooperation to CBS in obtaining, if required, the approval of all appropriate
Federal, state and local authorities, to the tower and multiple broadcasting
therefrom, the site and improvements thereon.
7. MAINTENANCE AND REPAIR OF THE DEMISED PREMISES. CBS shall maintain
and repair the Demised Premises. Koplar shall, within thirty (30) days of
receipt of demand therefor, pay CBS one-half (1/2) of CBS' costs and expenses
arising out of or in any way connected with the maintenance of the Demised
Premises for that repair or maintenance work which shall inure to the benefit of
both CBS and Koplar, including, but not limited to, maintenance of the lawn and
shrubbery located on the Site, maintenance of the elevators
11
servicing the tower and painting and repair of the tower and guy wires. CBS
shall not be responsible to Koplar for any loss or damage occasioned by any
interruption of the use of the tower for any reason whatsoever, unless directly
caused by the willful misconduct or negligence of CBS. CBS agrees that in
repairing and maintaining the tower it will take all necessary precautions to
avoid any interference to the broadcasting activities of Koplar.
8. CHANGES IN TOWER. If, at any time during the term of this Lease, as
such term may be extended pursuant to Article 2 herein, any changes or
alterations in the tower are required by any Federal, state or local authorities
having jurisdiction, CBS will promptly make such change or alteration, and
Koplar shall, within thirty (30) days of receipt of demand therefor. reimburse
CBS for one-half (1/2) of the expenditure. Notwithstanding the foregoing, (i) if
the change would make it impracticable to use the tower as altered for multiple
broadcasting, this Lease shall terminate forthwith without liability of either
party hereto to the other, and (ii) if the change would cost more than fifty
(50%) percent of the then current replacement cost of the tower, CBS shall not
be required to make any change and either party hereto may terminate the Lease,
by written notice to the other. If any change reduces the height of
12
the tower, the space referred to in paragraph l(b) hereof shall be modified to
similar space on the tower below the space to be used by CBS' Channel 4 antenna
at the top portion of the tower as changed.
9. OBJECTIONABLE INTERFERENCE. (a) If any broadcasting activity of
either party causes objectionable interference to the broadcasting activities of
the other, the party causing the interference shall discontinue such
interference immediately upon notice from the other party.
(b) Before Koplar shall make any changes in or additions to existing
installations, it shall submit to CBS specifications, plans and specific designs
therefor, whereupon CBS shall notify Koplar, within sixty (60) days, if it finds
objection to the proposal.
(c) If either party in actual broadcasting operations shall be
alleged to cause objectionable interference to the broadcasting activities of
the other party, and there is a dispute as to whether there is objectionable
interference occuring, the party claiming interference may object.
(d) If the party receiving an objection shall thereafter be
unwilling to alter its proposals or operations, as the case may be, to meet the
objections, the dispute shall be submitted to an arbitration committee,
consisting of one (1) engineer selected by CBS, one (1) engineer
13
selected by Koplar and the third (3rd) engineer to be selected by the two
engineers so selected (herein called the "Committee"). It shall be the duty of
the members of the Committee to determine whether, in their opinion, the
specifications, plans and designs are such that there will result no
objectionable interference to any broadcasting activity then being conducted
from the tower, or whether there exists any objectionable interference if an
actual broadcasting activity is complained of. If a majority of the Committee
shall be of the opinion that such objectionable interference will necessarily
result, or is resulting, the proposing party shall not proceed therewith or
continue therewith. However, if a majority of the Committee shall be of the
opinion that no such objectionable interference will result or is resulting, the
proposing party or allegedly interfering party may proceed therewith in
accordance with such specifications, plans and designs or with the broadcasting
complained of. The time for selection of arbitrators and the conduct of the
arbitration shall be governed by the rules of the American Arbitration
Association.
10. OBJECTIONABLE INTERFERENCE CRITERION. "Objectionable
interference" to a broadcasting activity shall be
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deemed to exist if:
(a) the Committee determines it exists as provided in paragraph
10 hereof,
(b) the determination to that effect is made by an authorized
representative of the Federal Communications Commission,
(c) a condition exists which constitutes interference within the
meaning of the provisions of the rules and regulations of the Federal
Communications Commission in effect at the time, or
(d) there is material impairment of the quality of either sound or
picture of a broadcasting activity in any portion of the protected service area
of such activity, as such area is or may be defined by the Federal
Communications Commission at any hour during the period of operation of such
activity.
If any dispute arises as to questions of fact relating to subparagraphs (c) and
(d) hereof, such dispute shall be determined by the Committee under the
procedures hereinbefore set forth.
11. DISCONTINUANCE OF OBJECTIONABLE INTERFERENCE.
(a) The party responsible for the Objectionable Interference shall
immediately discontinue it until such interference can be corrected, or may, in
lieu of discontin-
15
uing such activity, transfer it to a temporary or emergency antenna
if-objectionable interference will thereby be eliminated.
(b) If, in order to correct objectionable interference caused by its
broadcasting activities or equipment, either party may desire, at its expense,
to attach protective devices to the equipment of the other party, said other
party will consent thereto if there will result no interference with the conduct
or use of any of its broadcasting activities or equipment.
12. RESUMPTION OF BROADCASTING. Whenever either party shall discontinue
a broadcasting activity or transfer it to a temporary or emergency antenna, it
shall not resume such broadcasting activity or re-transfer such broadcasting
activity from such-temporary or emergency antenna to the regular or permanent
antenna thereto fully in use, unless in either case it complies with conditions
set forth by CBS for engaging in the operation of a broadcasting activity.
13. EASEMENTS. Koplar shall have full right of access necessary for the
operation, upkeep and maintenance of its facilities. using for that purpose to
the. extent reasonably. convenient for the purpose, easements designated by CBS
over and upon the parts of the Demised Premises not reserved exclusively to CBS
or its tenants in common with CBS, such
16
use to be exercised in such manner as to cause minimum interference with such
use by others or other occupancy of the Site.
14. EXCHANGE OF INFORMATION. In addition to the specific obligations
imposed by this Lease, each party will endeavor in good faith to conduct its
broadcasting activities in accordance with the intent of this Lease and will
cooperate with the other party so as to anticipate and prevent any objectionable
interference. To this end, each party will, upon request of the other party,
exchange full information as to present and future operations from the tower.
15. LEGAL RIGHTS. It is not the intention of the parties that
arbitration and other provisions hereof shall deprive either party of the right
to seek legal damages against the other for any damage or loss that may be
suffered because of objectionable interference, which a party has caused or
bears the responsibility to cease under the terms of this Lease.
16. EQUITABLE RELIEF. The provisions hereof for protection against
objectionable interference are the essence of the agreements of the parties
hereto, and such interference will, or may result, in immediate and irreparable
loss
17
and damage to the party suffering such interference and the loss or damage will
be such that money damages in a court of law cannot fully compensate therefore.
Accordingly, whenever a party is required by the provisions of this Lease to
discontinue an interfering broadcast activity and fails to do so, the other
party will be entitled to appropriate injunctive and other equitable relief.
17. INDEMNITY AND INSURANCE. Each party agrees to indemnify and hold
the other harmless against any liability, damages. loss or expense, including
attorneys' fees, incurred or suffered in consequence either of injury, including
death at any time resulting therefrom, to any person, or of damage to property
due to any act or omission of the former or of any of its contractors,
representatives, employees or agents on or about the Site-and the tower. Koplar
agrees to proc-ure and keep in force and effect at all times with premiums paid
liability insurance covering the above indemnity in amounts reasonably
satisfactory to CBS.
18. REPRESENTATIONS AND WARRANTIES OF KOPLAR. With respect to downlink
services referred to in paragraph 3.3(b) herein, Koplar hereby warrants that
should any signal(s) become encoded. Koplar will promptly provide a decoded
signal(s) to KMOX-TV, at its sole cost and expense. and will not pass along to
KHOX-TV any costs associated with such
18
decoding, or any other costs including. but not limited to, acquisition rights;
provided, however, in the event Koplar incurs any out of pocket expenses in
connection with such decoding. and such decoding is solely for the benefit of
KMOX-TV, KMOX-TV shall reimburse Koplar for such out of pocket expenses upon
receipt of invoices in good order. CBS will make the final determination
regarding the acceptability of signal(s) based upon its own minimum technical
standards.
19. NOTICES. Any notice or communication to either party hereto shall
be deemed sufficiently given if the same be in writing and sent by certified
mail, addressed to the other party at its above address, or personally delivered
to an officer of the party at the offices of the party at that address, and the
time of giving of such notice or communication shall be deemed to be the time
when the same is so mailed or personally delivered.
20. ASSIGNMENT. This Lease may not be assigned by Koplar without the
written consent of CBS except to a corporation, individual, partnership or other
business enterprise which acquires Koplar's television broadcasting license,
obtains the permission or approval of the Federal Communications Commission to
carry on commercial television broadcasting from the tower, assumes in writing
the full and
19
entire obligations of Koplar hereunder and is reasonably judged by CBS to be
financially responsible. This Lease may be assigned by CBS without the written
consent of Koplar. Koplar hereby acknowledges that CBS will assign its interest
in this Lease to Viacom International Inc., or a wholly owned subsidiary. Upon
such assignment, Koplar shall release CBS from all obligations under this Lease,
provided Viacom International Inc., or a wholly owned subsidiary thereof,
assumes all obligations under this Lease.
21. REGULATIONS. Koplar shall comply with all present and future
requirements of law, rules, ordinances, orders and regulations of all
appropriate governmental and municipal authorities, and Koplar shall not do any
action or suffer any condition to exist in, upon or about the Demised Premises
which shall subject CBS in any way to any liability for penalties, fines or
damage.
22. MECHANICS' LIENS. If a notice of mechanics' liens be filed against
the Demised Premises purporting to be for labor or material alleged to have been
furnished to Koplar, and if Koplar shall not cause such lien to be discharged
within ninety (90) days after the filing of such notice, CBS may at its option
discharge the lien, and all cost in so doing shall be additional rental
hereunder to be paid by Koplar upon receipt of invoice therefor, unless
discharge of
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such lien shall be secured by surety bond of a surety company satisfactory to
CBS.
23. DEFAULT. (a) If Koplar shall make a general assignment f o r the
benefit o. f creditors or shall be adjudicated bankrupt, the term of this Lease
shall thereby at the option of CBS, expressed in a one-day written notice to
Koplar, expire on the expiration of said one-day notice as fully and completely
as if such date of expiration were the date herein determined for the expiration
of the term of this Lease.
(b) If Koplar shall make default in the payment of Fixed Rental or
in the payment of any other sum of money required to be paid under the terms of
this Lease, and such default shall continue and not be fully cured within ten
(10) days after written notice by CBS setting forth the nature of such default,
then, at the expiration of said ten (10) days, CBS may at its option forthwith
or at any time thereafter terminate this Lease by written notice to Koplar and
on the date of termination as specified therein by CBS, this Lease shall
terminate and expire as fully and completely as if that specified date were the
date herein fixed for the expiration of the term of this Lease.
(c) If Koplar shall default in fulfilling any of the covenants and
obligations of this Lease other than de-
21
faults for the payment of monies hereinabove specified, and such default shall
continue for thirty (30) days after notice thereof from CBS setting forth the
nature of such default, provided that such thirty (30) day period may be
extended to a maximum of ninety (90) days from the date of notice of the default
if Koplar commences to cure and diligently pursues the curing of such default
within such time period, CBS may at any time thereafter give Koplar a notice of
termination of this Lease, and on the date of termination as specified therein,
this Lease shall terminate and expire as fully and completely as if that
specified date were the date herein fixed for the expiration of the term of this
Lease.
(d) No delay in asserting and no waiver of default by CBS hereunder
shall be deemed a waiver of subsequent defaults or of any provision of this
Lease, or prejudice its right to terminate hereunder.
(e) Upon any such termination as herein provided, Koplar shall
remain liable under the terms of this Lease as provided by law.
24. DAMAGE AND DESTRUCTION.
(a) If the Demised Premises or any part thereof should be destroyed
or damaged by fire or other casualty during the term of this Lease, as
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such term may be extended pursuant to Article 2 herein, then, unless this Lease
is terminated by Koplar as hereinafter provided, CBS shall promptly proceed to
reconstruct, restore and repair. the Demised Premises to a condition
substantially equivalent to their former condition; provided, however, if the
estimated cost of repair or restoration shall' exceed fifty (50%) percent of
CBS' current replacement costs of the Demised Premises, CBS may elect to
terminate this Lease by written notice to Koplar given within ninety (90) days
after such fire or casualty specifying a date for the expiration of the Lease.
Upon the date specified in such notice, the term of this Lease shall expire.
(b) If the Demised Premises are partially damaged or rendered
partially unusable by fire or other casualty and CBS elects to repair same, the
Fixed Rental and any other sums payable hereunder shall be apportioned from the
day following the casualty according to the part of the Demised Premises which
is usable, until such repair shall be substantially completed.
25. EMINENT DOMAIN. If the Demised Premises or any part thereof be
taken by eminent domain or condemnation proceedings, CBS shall be entitled to
receive any and all
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awards that may be made for or on account of the Demised Premises, excluding
any award made specifically for Koplar's transmitter building and improvements.
26. SUBORDINATION. This Lease shall be and at all times remain subject
and subordinate to any mortgages, deeds of trust, leases, bond issues or trust
indentures now on or which may hereafter be placed upon the Demised Premises.
27. MISCELLANEOUS.
(a) This Lease embodies and constitutes the entire understanding
between the parties with respect to the transaction contemplated herein, and all
prior agreements. understandings and statements, oral or written, are merged
into this Lease. Neither this Lease nor any provision hereof can be waived,
changed or terminated orally or in any manner other than by a written agreement
executed by both parties. This Lease shall not be binding, or evidence any
understanding or agreement, until signed by both parties hereto.
(b) If any provision of this Lease shall be invalid or unenforceable
as against any person or under certain circumstances, the remainder of this
Lease and the applicability of such provision to other persons or circumstances
shall not be affected thereby and each provision of this Lease shall, except as
otherwise herein provided, be valid
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and enforced to the fullest extent permitted by law.
(c) The provisions of this Lease shall extend to, bind and inure to
the benefit of the parties hereto and their respective successors and permitted
assigns.
(d) This Lease shall be governed by and construed in accordance with
the laws of the State of Missouri.
(e) The captions in this Lease are for convenience of reference
only and in no way define. describe or limit the scope or intent of this
Lease or any of the provisions hereof.
(f) This Lease may be executed in one or more counterparts, each of
which shall be deemed an original.
IN WITNESS WHEREOF, the parties have respectfully signed and sealed
this Lease as of the day and year first above written.
(Seal) KOPLAR COMMUNICATIONS INC.
By/s/Larry Marcus
--------------------------------
CBS INC.
(Seal) By/s/Martha Snyder
--------------------------------
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EXHIBIT A-1 Description of broadcasting tower has been intentionally
omitted by the Registrants.
A copy of this omitted Exhibit A-1 will be provided to the Securities
and Exchange Commission upon request.
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