Exhibit 10.4


 


Amendment No. 3


 


To


 


Lease Agreement


 


Amendment No. 3 dated
this 26th day of December, 2001 to the Lease Agreement dated September 23,
1993 between Gerstell Development Limited Partnership (“Gerstell”) and Sinclair
Media I, Inc., whose name was changed from WPGH, Inc., as amended (“Sinclair”)
(the “Lease”)


 


WITNESSETH


 


WHEREAS, Gerstell and
Sinclair entered into the Lease, as amended; and


 


WHEREAS, the parties
desire to correct and to update additional information that is relevant to the
Lease;


 


NOW THEREFORE, in
consideration of the foregoing and the mutual covenants contained in the Lease,
and herein, the parties hereby agree as follows:


 


1.               In
1997, Sinclair improved the Property by building a 13,000 square foot building
adjacent to the existing Building (the “New Building”).  The New Building is a stand-alone building
which is and continues to be owned by Sinclair. 
Gerstell continues to own, and to lease to Sinclair, the land on which
the New Building was built.  Attached hereto as Exhibit A is a legal description of the New
Building.


 


2.               Amendment
No. 1 is hereby amended by replacing Section 1 of the Lease (see paragraph
three of Amendment No. 1) with the following:


 


“Term.  The Lease shall have an Extension Term
expiring on August 31, 2007. 
Provided that Tenant is not in material default and provided that Tenant
gives written notice exercising the option within ninety (90) days before the
then current term expires, Tenant shall have four (4) options to extend this
Lease, each for a period of seven (7) years (each period of extension is
hereinafter called an “Extension Term” and the Original Term together with any
Extension Term (s) is hereinafter called the “Term”).  The Lease will have an annual rent of
$251,167.20 payable in advance in equal monthly installments of $20,930.60 for
the period of September 1, 2000-August 30, 2001.  On each subsequent anniversary of the Lease,
the rent shall increase by five (5) percent.”


 


In addition, there shall
be an additional monthly installment of $9,456.23 which shall be rent due from
Sinclair for Sinclair’s rental of the land on which the New Building has been
built.


 


3.               Right of First Refusal.  If, during the term of this Agreement,
Gerstell receives a bona fide offer for (i) the sale of all or substantially
all of its assets; (ii) the sale of all or any of the assets associated with
the Lease; (iii) the merger of a Party with another entity, after which
Gerstell is not the survivor; (iv) consolidation of Gerstell with another
entity, after which Gerstell owners no longer control more than fifty percent
(50%) or more of the consolidated entity; or (v) the sale by Gerstell’s owners
of more than fifty percent (50%) of the company, Gerstell (the “First Refusal
Offer”) shall provide promptly and without delay to Sinclair a right of first
refusal in accordance with this Section Three.  Before any such sale or transfer by Gerstell
or its partners/members, the identity of the party to whom the assets are to be
transferred (the “Third Party Acquirer”), the terms of such transfer and copies
of all written agreements which Gerstell has entered into, subject to the terms
of this First Refusal Right, or which Gerstell has indicated it will enter into
if Sinclair does not exercise its rights hereunder.  Sinclair, who


 





















 


shall
receive the First Refusal Notice shall have a period of thirty (30) days after
receipt of such notice to exercise its rights to purchase the assets (or stock)
according to the terms and conditions which Gerstell (or its partners/members)
has negotiated with the Third Party Acquirer. 
Sinclair, upon receiving the First Refusal Notice may, at any time prior
to the expiration of its rights under this Section Three, including after
receipt of the First Refusal Notice, transfer its rights of First Refusal to
any third party upon the consent of the Party receiving the offer, which
consent shall not be unreasonably withheld. 
If, at the end of the thirty (30) day period, Sinclair (or its assignee)
has not exercised its right of first refusal, then Gerstell or its stockholders
may complete the proposed transaction with the Third Party Acquirer on the
terms and conditions set forth in the First Refusal Notice; provided however, if Gerstell or its partners does not enter
into a binding agreement with the Third Party Acquirer with respect to such
transaction within sixty (60) days of the end of the thirty (30) day right of
first refusal period, then Gerstell or its partners shall no longer be
permitted to enter into such transaction without first complying again with the
provision of this Section.


 


If any
of the property subject to the Lease is proposed for sale, and part of the
property proposed for sale is the New Building, then Gerstell, and/or its
partners, hereby agrees that Sinclair shall share in the profits of the sale of
the New Building, and shall be allocated all money related to the New Building,
which allocation shall be done within 30 days of the close of the sale of the
property, if such property includes the New Building, by taking the average of
two written appraisals given by two mutually agreed upon third party
appraisers.


 


4.               Sinclair
shall pay Gerstell a total of Ten Thousand Dollars ($10,000) for the Rights of
First Refusal, which payment shall be made within 30 days of the signing of
this Amendment.


 


5.               The
parties agree that if the bank proposes devaluing the property because of the
right of first refusal, the parties hereby agree to negotiate in good faith to
resolve the issue to the satisfaction of each of the parties.


 


6.               All
of the terms shall have the meaning as defined in the original Lease, if not
otherwise defined herein.


 


7.               Each
of the other Lease terms shall remain in full force and affect and shall be not
be changed by this Amendment No. 3.


 


Signature page follows


 





















 


IN WITNESS WHEREOF, the
parties hereto have executed this Amendment No. 4 as of the date first above
written.


 


	
   

  	
  Sinclair Media
  I, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Robin Smith

  	
   

  
	
   

  	
  By: Robin Smith

  
	
   

  	
  Name:

  
	
   

  	
  Title: VP of
  Finance

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Gerstell-Development
  Limited Partnership

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ J. Duncan
  Smith

  	
   

  
	
   

  	
  By:

  
	
   

  	
  Name: J. Duncan
  Smith

  
	
   

  	
  Title: Limited
  Partner