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Exhibit 10.1    
  


 
 

COMMERCIAL LEASE AGREEMENT    
  


        THIS LEASE AGREEMENT (the "Lease") is entered into as of the 25TH day of June, 2002, (the  "Effective
Date") by and between GREENWOOD COMMUNICATIONS CORPORATION a Georgia corporation ("Landlord")
and SMALL TOWN RADIO, INC., a Nevada corporation ("STR"). 


 
 

Background    
  


        Landlord owns and desires to lease to STR, and STR desires to lease and take from Landlord the land described on Exhibit
"A" attached hereto and by this reference made a part hereof located in, Lumpkin County, Georgia, together with all rights, privileges, servitudes, and appurtenances belonging
to or in any way pertaining thereto (the "Premises"). 


 
 

Agreement    
  


        For and in consideration of the covenants, promises and undertakings herein, and for other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, Landlord and STR agree: 


        Section 1.    Grant of Lease; Term.    Upon the terms and conditions hereinafter set forth, Landlord does
hereby lease, demise and let unto STR, and STR does hereby take from Landlord, the Premises, for a period of three (3) years beginning on the Effective Date (the  "Term"), for use by STR and its
permitted successors for the purposes specified in Section 2 of this Lease. Possession of the Premises shall be
delivered by Landlord to STR on the Effective Date. Notwithstanding the foregoing, STR may
terminate this Lease at any time by notice to Landlord without further liability if STR's permits or other approvals required from any governmental authority are canceled, expire, or are withdrawn or
terminated, or if Landlord fails to have proper ownership of the Premises, or if STR, for any other reason, in its sole discretion, determines that it will be unable to use the Premises. 



        Section 2.    Use of Premises.    The Premises shall be utilized by STR solely as a radio broadcasting
facility, including antenna equipment, cable wiring, back up power sources (including generators and fuel storage tanks) related fixtures, and an antenna structure. STR shall at its own expense,
obtain any and all governmental licenses and permits necessary to continue such use. STR shall comply with all applicable laws and regulations applicable to such use and occupancy of the Premises. 


        Section 3.    Rent.    STR shall pay monthly rent for the Premises in the amount of $200.00. The first rental
payment, shall be due on the Effective Date. Succeeding installments shall be due and payable monthly on each monthly anniversary of the Effective Date. All payments of rent shall be mailed or
otherwise delivered to Landlord at the address for notices in Section 15 of this Lease, and all checks shall be made payable to Landlord. A LATE CHARGE OF TEN PERCENT  (10%) OF THE RENT DUE SHALL BE
DUE AND PAYABLE TO LANDLORD IF RENT IS NOT RECEIVED BY THE DUE DATE. Additionally any unpaid rent shall accrue interest
at the lesser of eighteen percent (18%) and the maximum amount of interest allowed pursuant to applicable law. STR shall pay all license taxes and other taxes levied for the operation of the business
conducted and maintained on the Premises as well as taxes and assessments lawfully levied or assessed against the equipment, furniture, and fixtures and other personal property located on, brought
upon or stored upon the Premises. 


        Section 4.    Taxes,Utilities and Services.    Landlord shall pay before they become delinquent all taxes
lawfully levied or assessed against the Premises. STR shall pay for the cost of all gas, electricity, water, sewer, trash removal, mowing, landscaping, telephone, and all other utilities used in or on
the Premises. 


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        Section 5.    Condition, Repairs and Maintenance.    



        (a)  Maintenance by Landlord. None. 


        (b)  Maintenance by STR.



        (i)    Premises Accepted. STR acknowledges that it has inspected the Premises to its satisfaction and accepts the Premises in
their present condition. 


        (ii)  STR Maintenance. STR shall at its sole expense provide general maintenance and repairs of the Premises and shall be
responsible for maintenance of the lawn and landscaping. 


        (iii)  No Waste or Nuisance. STR shall keep the Premises free from waste or nuisance, reasonable wear and tear excepted. 





        Section 6.    Assignment and Subletting.    STR shall have the right to sublease or assign its rights under
this Lease without notice to or consent of Landlord. 


        Section 7.    Fire and Casualty Damage.    If the Premises should be materially damaged by fire, tornado or
other casualty, this Lease shall terminate without further obligation by either party to the other. 


        Section 8.    Condemnation.    If, during the Term or any extension hereof, all or any part of the Premises
should be taken for any public or quasi-public use under any governmental law, ordinance or regulation or by right of eminent domain, or should be sold to the condemning authority under threat of
condemnation, this Lease shall terminate without further liability by either party to the other. 


        Section 9.    Option to Purchase.    Landlord hereby grants and conveys to STR, for and during the Option
Period (as defined below), an exclusive option (the "Option") to purchase the Premises upon the terms and conditions hereinafter set forth: 



        (a)  Subject
to the other provisions of this Section 9, the Option may be exercised by STR at any time during the period commencing on the Effective Date and
continuing through and including June 23, 2005, 5:00 p.m. Eastern Time (the "Option Period"). Anything herein to the contrary
notwithstanding, STR shall have no right to exercise the Option during the time commencing from the date of an event of default by STR under this Lease and continuing until the default is cured. The
period of time within which the Option may be exercised shall not be extended or enlarged by reason of STR's inability to exercise such Option because of said event of default. If STR does not
exercise its rights in a timely manner, the Option will be of no further force or effect, and neither Landlord nor STR shall have any further rights or obligations under this Section 9.
Anything herein to the contrary notwithstanding, upon the termination of this Lease for any reason prior to expiration of the Option Period, without the Option having been validly exercised, the
Option shall terminate and be of no further force or effect, and neither Landlord nor STR shall have any further rights or obligations under this Section 9. STR may exercise the Option only by
giving written notice ("STR's Notice") to Landlord of STR's election to exercise the Option. Upon exercise of the Option, this agreement shall
constitute the agreement between Landlord and STR for the sale and purchase of the Premises. 



        (b)  The
total purchase price (the "Purchase Price") of the Premises shall be determined in the following manner: (i) 
If the Option is exercised within the first year of the Term, the Purchase Price
shall be Two Hundred Three Thousand and No/100 Dollars ($203,000.00); and (ii) if the Option is exercised at any other time, then Henry W. Byrd shall be appointed to determine the fair market
value of the Premises; however, if Henry W. Byrd is unavailable or unable to perform such services, then the following shall occur: 



        (i)    STR
shall appoint, in STR's Notice to Landlord, a disinterested qualified appraiser who shall be a member of the American Institute of Appraisers. Landlord shall
appoint, by 




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written notice given to STR ("Landlord's Notice"), a second disinterested qualified appraiser, who shall be a member of the American Institute of
Appraisers, within twenty (20) days after STR's Notice is given to Landlord as aforesaid. The two appraisers so appointed shall appoint a third disinterested qualified appraiser, who shall be a
member of the American Institute of Appraisers, within twenty (20) days after its appointment. Such third appraiser so appointed shall then furnish Landlord and STR with a written appraisal
within thirty (30) days of the last appraiser's appointment, setting forth the appraiser's determination of the fair market value of the Premises. In the event the American Institute of
Appraisers is not in existence at the time of exercise of the Option, the appraisers to be appointed hereunder shall be members of a professional real estate appraiser organization comparable in
standing to the American Institute of Appraisers. 




        (c)  STR
shall pay for all of the costs of the appraisal. 


        (d)  In
the event the Option is exercised, the "Closing" (herein so called), shall take place at the offices of Baker Donelson Bearman & Caldwell, PC, 5 Concourse
Parkway, Suite 900, Atlanta, GA 30328 on or before 5:00 p.m. Eastern Time on the 90th day following giving by STR of STR's Notice, and the Closing shall occur, subject to the foregoing, on such
date and at such time and place in the State of Georgia as STR may designate by notice to Landlord. The Purchase Price shall be paid at Closing as follows: (i) Five percent (5%) of the Purchase
Price shall be paid in cash, by wire transfer or by cashier's or certified check; and (ii) STR shall execute a Promissory Note in the amount of the remaining portion of the Purchase Price with
the principal terms of interest only for a period of two (2) years and with a full amortization of principal and interest over an additional eight (8) years at the interest rate of nine
(9%) percent per annum in a form acceptable to Landlord (the "Promissory Note"). STR shall also execute a first priority deed to secure debt of the
Premises to secure the Promissory Note in a form acceptable to Landlord. Notwithstanding anything to the contrary, in the event this option is assigned or transferred to any third party, other than an
affiliate of STR, then the full Purchase Price shall be paid at closing in cash, by wire transfer or by cashier's or certified check. 


        (e)  Landlord
agrees to convey by limited warranty deed good and marketable title to the Premises (less any portion of the Premises condemned from and after the date hereof),
subject to (i) all utility, sewer, access, and drainage easements, and any other easements, covenants, restrictions, reservations, and rights of way as of the date Landlord receives STR's
Notice, affecting the Premises, (ii) zoning ordinances affecting the Premises, (iii) ad valorem taxes and assessments not yet due and payable, (iv) such matters as would be
disclosed by a current accurate survey and inspection of the Premises, (v) rights of parties in possession of the Premises, and (vi) the standard or printed exclusions and standard or
printed exceptions in the form of owner's title policy referenced below. "Good and
marketable title" for purposes of this agreement shall mean such title as a title insurance company satisfactory to the parties, and licensed to do business under the laws of the State of Georgia,
will insure, at STR's expense, on its standard ALTA title policy, at rates not in excess of the standard published rates then in effect. 


        (f)    Landlord
shall pay the Georgia Transfer Tax imposed on the conveyance at the time of Closing. STR shall pay the cost of recording said deed and costs of title
examination and title insurance premiums, if any. All real estate ad valorem taxes for the year in which Closing occurs shall be prorated as of the date of Closing. If the Closing shall occur before
the tax rate is fixed for the year in which the Closing occurs, such taxes shall be apportioned on the basis of the tax rate for the preceding tax year applied to the latest assessed valuation. If
such apportionment shall be incorrect based upon the actual tax bill when issued, the party receiving the excess proration shall, upon demand, reimburse the other to correct the malapportionment. The
provisions of this paragraph (f) shall survive the Closing. 



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        (g)  Landlord
and STR each represent to the other that they are not represented by and are not presently enlisting the services of a broker or other agent in connection with
the Option or the purchase and sale of the Premises. Landlord and STR shall each indemnify and hold harmless the other from and against any and all claims for brokerage commissions, finder's fees or
other similar fees and all costs, liability, expense and claims made thereunder or in connection therewith. 


        (h)  The
Option shall be subordinate to any and all deeds to secure debt, mortgages or other conveyances of, or liens or encumbrances against, the Premises securing any debt
whether now existing or hereafter incurred. The terms of this provision shall be self-operative, and no further instrument of subordination shall be required. Upon request of any party in
interest, however, STR shall execute promptly such instruments or certificates as may be reasonably required to further evidence the intent of this provision, whether the requirement is that of
Landlord or any Mortgagee or other party in interest. 


        (i)    The
Option shall be binding upon, and inure to the benefit of, the parties hereto and their respective heirs, executors, administrators, successors and permitted
assigns. 


        (j)    Time
is of the essence hereof. 


        (k)  The
parties acknowledge that Landlord may wish to enter into a like kind exchange (either simultaneous or deferred) with respect to the Premises (the "Exchange")
pursuant to the applicable provisions of Section 1031 of the Internal Revenue Code of 1986, as amended. Notwithstanding anything to the contrary contained herein, Landlord shall have the right
to assign its interest under this Option agreement without STR's consent for the sole purpose of enabling Landlord to effectuate the
Exchange, and STR shall cooperate in all reasonable respects with Landlord to effectuate such Exchange. 


        (l)    This
Section 9 constitutes the entire agreement of the parties hereto with respect to the Option, and no representations, warranties, inducements, promises, or
agreements (oral or otherwise) between the parties not embodied herein shall be of any force or effect. 



        (m)  This
Lease and rents paid pursuant to this Lease are consideration for this Option and Landlord agrees to execute and deliver to STR a Memo of this option for recording
in the real estate records where the Premises are located. 




        Section 10.    Insurance.    STR shall carry Comprehensive General Liability Insurance with limits of not less
than One Million ($1,000,000.00) Dollars per occurrence and One Million ($1,000,000.00) Dollars in the aggregate. 



        Section 11.    Default by STR.    The following events shall be deemed to be events of default under this
Lease: 



        (a)  Failure
of STR to pay any installment of the Rent hereunder on the date that same is due and such failure shall continue for a period of ten (10) business days
following such due date. 


        (b)  Failure
of STR to comply with any of its obligations under this Agreement. 




        Section 12.    Remedies.    In the event of the occurrence of any event of default listed in Section 11,
in addition to any other of its rights, remedies and privileges under Georgia law, the Landlord shall have the right to re-enter the Premises and let them for such price and on such terms
as may be immediately obtainable and apply the net amount realized to the payment of the rent due by STR. 


        Section 13.    Waiver of Default.    No wavier by the parties hereto of any default or breach of any term,
condition or covenants of this Lease shall be deemed to be a waiver of any subsequent default or breach of the same or any other term, condition, or covenant hereof. No provision of this Lease can be
waived except by written instrument executed by the party from which the waiver is required. 


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        Section 14.    Quiet Enjoyment.    Subject to the terms herein, Landlord represents and covenants that it owns
the Premises free and clear of all liens and encumbrances and that it has full right, power, and authority to make this Lease, and that STR, upon payment of the rent and performance of the covenants
on STR's part to be performed, shall and may peaceably and quietly have, hold, and enjoy the Premises during the Term and any renewal or extension thereof. Landlord agrees to make reasonable efforts
to protect STR from interference or disturbance by other tenants or third persons; however, Landlord shall not be liable for any such interference or disturbance, nor shall STR be released from any of
the obligations of this Lease because of such interference or disturbance, unless the prevention or remediation of such interference or disturbance is reasonably possible and Landlord fails to so
prevent or remedy. 


        Section 15.    Notices.    Any notice or document required or permitted to be delivered hereunder, and payment
of rent, may be delivered in person or shall be deemed to be delivered, when deposited in the United States mail, postage prepaid, addressed to the parties at the addresses indicated below, or at such
other addresses as may have theretofore been specified by written notice delivered in accordance herewith: 




If
to Landlord: 




Greenwood
Communications Corporation

91 Lake Circle

Dahlonega, GA 30553

Attention: CEO 





If
to STR: 




Small
Town Radio, Inc,

12600 Deerfield Parkway

Suite 100

Alpharetta, GA 30004

Attention: CEO 







        Section 16.    STR's Representations, Warranties and Covenants.    The STR hereby represents, warrants and
covenants as follows: 



        (a)  That
upon expiration of the term of this Lease, including any renewal periods thereof, the STR shall peaceably quit and surrender possession of the Premises. 


        (b)  STR
shall not encumber or subject the interest of the Landlord in the Premises to any mechanic's, materialmen's or other liens of any nature whatsoever, and upon the
filing of any such lien, the failure of the STR to have the same removed from the record promptly shall constitute violation of this Lease and entitle Landlord, at its option, to take any legal action
elsewhere in this Lease reserved to Landlord. 




        Section 17.    Hazardous and Toxic Materials.    Landlord represents that it has no knowledge of any substance,
chemical or waste (collectively, "substance") on the Premises that is identified as hazardous, toxic or dangerous in any applicable federal, state or
local law or regulation. STR will not introduce or use any such substance on the Premises, other fuel and lubricants for the generator and for power equipment used to maintain the Premises. 


        Section 18.    Miscellaneous.    



        (a)  Amendments to Lease. No changes in the terms, conditions and covenants contained herein shall be valid unless set forth
in writing, executed by both Landlord and STR and attached to this Lease. 



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        (b)  Entire Agreement. This Lease embodies the entire agreement between Landlord and STR relative to the leasing of the
Premises and supersedes all other agreements, including all prior negotiations conducted either in writing or orally. There are no oral or written agreements existing between Landlord or STR relative
to the leasing of the Premises that are not expressly set forth herein. 


        (c)  Attorney's Fees. If, on account of any breach or default by Landlord or STR of their respective obligations under this
Lease, it shall become necessary for the other to employ an attorney to enforce or defend any of its rights or remedies hereunder, and should such party prevail, it shall be entitled to any reasonable
attorney's fees and court costs incurred in such connection, the amount of which shall be fixed by the curt and shall be made a part of the judgment rendered. 



        (d)  Governing Law. The laws of the State of Georgia shall govern the validity, construction, enforcement and performance of
this Lease and all other documents or instruments delivered pursuant hereto. 


        (e)  Severability. If any provision in this Lease should be held to be invalid or unenforceable, the validity and
enforceability of the remaining provisions of this Lease shall not be affected thereby. 




        IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. 



	Landlord:	 	STR:
	

Greenwood Communications Corporation	
 	

Small Town Radio, Inc.
	

By:	

/s/  DOUG ROY      
 Doug Roy, Chief Financial Officer	
 	

By:	

/s/  DANIEL W. HOLLIS      
 Daniel W. Hollis, Chairman and CEO
	
Attest:	
 	

Attest:
	

By:	

/s/  LEE ANN ROY      
 Lee Ann Roy, Secretary	
 	

By:	

/s/  GERARDO M. BALBONI      
 Gerardo M. Balboni II, Assistant Secretary




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QuickLinks



Exhibit 10.1


COMMERCIAL LEASE AGREEMENT

Background

Agreement