Exhibit 10.24


 


LEASE


 


THIS LEASE is made as of
the 8th day of February, 2010, between Gerstell
Development Limited Partnership having an address at 10706 Beaver Dam Road,
Cockeysville, Maryland 21030 (hereinafter called “Landlord”), and Sinclair
Media I, Inc.. having an address at 10706 Beaver Dam Road, Hunt Valley,
Maryland  21030 (hereinafter called “Tenant”)
..


 


SECTION 1


 


DEMISE
OF PREMISES


 


Landlord, for and in
consideration of the payment of the rent and performance of the covenants and
agreements hereinafter mentioned, hereby leases to Tenant and Tenant hereby
leases from Landlord 25,500 sq./ft. commercial building (hereinafter called the
“Premises”) being located in Pittsburgh, Pennsylvania, (hereinafter called the “Building”),
at 750 Ivory Avenue (hereinafter called the “Property”) for the term of seven (7) years
beginning on the 1st day of October, 2009, and ending on the 31st  day of August,
2017 (hereinafter called the “Original Term”). 
Landlord and Tenant agree that the Premises occupy 100% of the total net
leasable area of the Building.  Provided
Tenant is not in 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 five (5) 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”).


 


SECTION 2


 


ANNUAL
RENT


 


The Lease will have an annualized
rent of Four Hundred Sixty Four Thousand One Hundred Forty Three Dollars and
Eighty Cents ($464,143.80) payable in advance in equal monthly installments of
Thirty Eight Thousand Six Hundred Seventy Eight Dollars and Sixty Five Cents ($38,678.65)
for the period of October 1, 2009 through August 31, 2010.  On each September 1st, beginning September 1,
2010, the rent shall increase by the greater of CPI or three percent (3%). The
foregoing rent shall be the total amount due and payable to Landlord for all
land, improvements and equipment on the Property used, or to be used, by Tenant
and any reference(s) to ‘additional monthly installments’ is/are hereby
deleted.


 


The rent payable under the
provisions of this Section is hereinafter called “Annual Rent.”


 


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Tenant covenants, without
any previous demand therefor and without deduction, set-off, recoupment, or
counterclaim, to pay the Annual Rent to Landlord at its address above at the
times, or at such other address as Landlord may provide to Tenant, and in the manner
above provided.


 


SECTION 3


 


TAXES


 


Tenant shall pay as
additional rent all real estate taxes on the Property applicable during the
Term.  Proration of said payments by
Tenant shall be made when necessary for the first and last year of the Term.  Landlord shall forward to Tenant all tax bills,
and Tenant shall pay them within the specified time period as marked on the
bills.  Tenant shall have the right to
protest any tax assessment of the Premises to the proper
authorities after obtaining permission from Landlord.


 


SECTION 4


 


USE
FEES; UTILITIES


 


Tenant covenants to pay,
when billed, as additional rent, collectible in the same manner as the Annual
Rent, all licenses, fees, and charges arising out of its use of the Premises
and all charges for minor privileges occasioned by the occupancy of Tenant; provided,
however, that minor privilege charges for parts of the Premises, such as show
windows or cellar doors, which may be a part of the Premises at the time of the
execution of this Lease, shall be paid by Landlord (but in any event such
charges for signs shall be paid by Tenant).  Tenant also covenants and agrees to pay all charges
for gas, electric current, heating fuel, water, sewer service, and any other
utilities used in or on the Premises during the Term.


 


SECTION 5


 


USE:
COMPLIANCE WITH LAWS AND INSURANCE


 


Tenant agrees to use the
Premises in a clean, safe, orderly, sanitary manner solely for business
offices.  Tenant further agrees that it
will not exceed the weight limits of the Premises.  Tenant will keep all sidewalks, driveways,
and parking areas included in the Premises free of ice, snow, and debris.  Tenant covenants that it will not do nor
permit to be done, nor keep nor permit to be kept upon the Premises, anything
which will violate any environmental or land use law, ordinance, or regulation.  Tenant, at its expense, will carry fire
extended coverage insurance on the leased Premises, as well as any additional
improvements Tenant may make, to the full one hundred percent (100%) placement
value thereof, with the proceeds payable to the Landlord.  It is further agreed that all recoveries for
loss shall, unless Landlord waives this requirement in writing after said
recovery is received, be applied to the repair or restoration of the damage or destruction
for which said recoveries are received; and that, if the insurance proceeds
received on said policies 


 


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are not sufficient to
restore the damage properly to the same condition in which the same was prior
to the damage hereto, Tenant shall supply the additional cost therefor from its
own funds without any claim against the Landlord for reimbursement of the same
or for any part thereof.  All policies of
insurance, pursuant to the provisions of this paragraph or certificates
thereof, shall be furnished to and held by the Landlord.  Should Tenant fail to carry the aforesaid insurance,
Landlord may (but not be required to) cause same to be issued; in which event,
all premiums paid by the Landlord shall be due and payable to the Landlord by
the Tenant on the date the next installment of rent becomes due under this
Lease, and shall be subject to the provisions of this Lease referring to rent
and nonpayment thereof.  Tenant covenants
that under no circumstances will it keep or permit to be kept, do or permit to
be done, in or about the Premises, anything of a character so hazardous as to render
it difficult, impracticable, or impossible to secure such insurance in
companies acceptable to Landlord.  Tenant further covenants, immediately upon
notice, to remove from the Premises and/or to desist from any practice deemed
by the insurance companies or the Association of Fire Underwriters as so
affecting the insurance risk.


 


SECTION 6


 


MAINTENANCE


 


Tenant agrees to keep the
Premises and appurtenances thereto (including plumbing, heating, electrical,
sprinkler, and air conditioning systems thereof) in good order and condition
and will make all necessary repairs, including repairs to any damage caused by
any waste, misuse, or neglect of the Premises, its apparatus or appurtenances
by Tenant, its agents, servants, or employees, at Tenant’s own expense;
provided, however, that Landlord will make all necessary repairs (except
painting and glass) to the exterior walls, roof, gutters, and downspouts of the
Premises, after being notified in writing of the need for such repairs.  Tenant will also maintain any driveways and
parking or other areas designated for its exclusive use.  Tenant will, at the expiration of the Term or at
the sooner termination thereof by forfeiture or otherwise, deliver up the
Premises in the same good order and condition as it was at the beginning of the
tenancy, reasonable wear and tear excepted.  Tenant shall not, however, be liable to repair
any damage caused by insured casualty, except to the extent that the cost of
such repair exceeds the insurance proceeds with respect thereto and the damage
is occasioned by the fault or neglect of Tenant or its contractors or
subcontractors or its or their agents, servants, or employees.  Tenant shall be charged with the protection of
its own property, and in no event shall Landlord be liable for any damage to
such property by reason of fire, other casualty, the elements, leakage of
water, steam, or the acts or neglect of any other tenant in the Building.


 


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SECTION 7


 


ALTERATIONS


 


Tenant further covenants
that it will not make any alterations, additions, or changes of any kind to the
Premises, without first securing the written consent of Landlord, after submission
of the plans therefor to Landlord.  Any
alterations, additions, or changes as Landlord shall permit in writing shall be
made at Tenant’s expense.  Any such
alterations, additions, or changes will, at the expiration of the Term, or the
sooner termination thereof, become the property of Landlord; or, at Landlord’s
option, the Premises shall be restored to its former condition at the expense
of Tenant, provided, however, that Tenant shall have the right, so long as
Tenant is not in default, to remove any trade fixtures or other fixtures installed
by Tenant; provided further that Tenant shall be responsible for repair of any damages
to the freehold occasioned by the removal thereof.


 


Tenant will, in making any
alterations, additions, changes, or repairs, as well as in its use of the
Premises, fully comply with all federal and state laws, city or county
ordinances, and regulations of all public authorities, as well as the
requirements of the Association of Fire Underwriters, or similar governing insurance
body, all at Tenant’s expense.  Tenant
covenants, at its own expense, promptly to comply with and do all things
required by any notice served upon it or upon Landlord in relation to the Premises
or any part thereof, from any public authority, if the same shall be caused by
Tenant’s use of the premises, or any alteration, addition, or change thereof.  Tenant covenants that no liens shall attach to
the Premises by virtue of any alterations, additions, or changes made by
Tenant, and that if any such lien is filed, Tenant will cause the same to be
removed within thirty (30) days.


 


SECTION 8


 


SIGNS,
ETC.


 


Tenant covenants that it
will not place or permit any signs, lights, awnings, or poles in or about the
Premises without the written permission of Landlord and, in the event such
consent is given, Tenant agrees to pay any minor privilege or other tax therefor.  Tenant further covenants that it will not
paint or make any change in or on the outside of the Premises without the permission
of Landlord in writing.  Tenant agrees
that it will do noth1ng on the outside of the Premises to change the architecture,
paint, or appearance of the Premises or the Building without the written
consent of Landlord.


 


SECTION 9


 


SUBLETTING
OR ASSIGNMENT


 


Tenant covenants that it
will not sublet or assign the Premises, or any part thereof, by operation of
law or otherwise, or permit the same to be used by any person or entity other
than Tenant or employees of Tenant without the prior written consent of Landlord,
which consent may be withheld in the sole and absolute subjective discretion of
Landlord.  Any lawful levy or sale on execution
or other legal process, and also any assignment or sale in bankruptcy, or
insolvency, or under any compulsory procedure, or


 


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the appointment of a
receiver by a state or federal court, shall be deemed an assignment within the
meaning of this Lease.  In the event that
Landlord does consent to any such subletting, assignment or use, Tenant
hereunder shall remain liable for the performance of all the covenants and
conditions of this Lease.  Consent by Landlord
to any subletting, assignment, or use shall apply to only the specific request
and shall be required for any further subletting, assignment, or use.  A change in the partners or shareholders of Tenant shall be deemed an
assignment for purposes of this section.


 


SECTION 10


 


INDEMNITY
AND LIABILITY INSURANCE


 


Tenant shall save and keep
harmless and indemnify Landlord and its contractors and subcontractors and its
or their present and future controlling persons, directors, officers,
employees, and agents from and against any and all claims for damages
whatsoever, and the costs of defending against the same, of any kind or nature,
including personal injuries, arising in any manner or under any circumstances
through the exercise by Tenant of any right granted or conferred hereby,
whether such damage, including personal injury, be sustained by Tenant or its
contractors or subcontractors or its or their agents, employees, or invitees.  Tenant further agrees to maintain commercial
general liability insurance with an insurance company acceptable to Landlord to
protect Landlord with combined single limits of One Hundred Thousand Dollars
and No Cents ($100,000.00) per occurrence and One Million Dollars and No Cents ($1,000,000.00)
in the aggregate.  Such policy shall
cover the entire Premises including any elevator and boiler thereon, and any common
area, sidewalk, streets, and parking areas part of or adjoining the Property;
shall be issued in form satisfactory to Landlord; shall provide for at least
thirty (30) days’ notice to Landlord before cancellation; and shall be delivered
to Landlord.  Tenant shall also carry and
pay for plate glass insurance.


 


SECTION 11


 


QUIET
ENJOYMENT; SUBORDINATION TO MORTGAGES


 


Provided Tenant is not in
default hereunder, Landlord agrees to permit Tenant quiet enjoyment of the
Premises during the Term of this Lease; provided, however, that Tenant agrees
that this Lease is and shall be subordinate to any existing or future
encumbrances on the Premises.  Tenant
agrees to execute any appropriate instrument effecting such subordination.


 


SECTION 12


 


INSPECTION
OF PREMISES


 


Tenant agrees that Landlord
shall have the right to inspect the Premises at all reasonable times during
business hours, and to place upon the Premises or Building,


 


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where Landlord shall choose,
for and during the period of six (6) months prior to the termination of
this Lease, “for sale” or “for rent” notices or signs.


 


SECTION 13


 


FIRE
DAMAGE


 


In the event the Premises is
damaged by fire, storm, the elements, act of God, unavoidable accident and/or
the public enemy, but not to such an extent as to render the same untenantable,
then subject to Tenant’s responsibility to restore the Premises pursuant to Section 5
hereof, Landlord shall restore the Premises as speedily as possible, and there
shall be no abatement of Annual Rent.  If
the Premises is injured or damaged by any of the aforesaid causes only to such
an extent as to render it partially untenantable, Landlord shall restore such
portion of the Premises so injured or damaged as speedily as possible, Annual
Rent to abate, proportionately on such part of the Premises as may have been rendered
wholly untenantable until such time as such part shall be fit for occupancy,
and after which time the full amount of Annual Rent reserved in this Lease
shall be payable as hereinbefore set out.  If the Premises is injured or damaged by any
of the aforesaid causes to such an extent as to render the same wholly
untenantable, then this Lease shall thereupon become null and void, and all liability
of Tenant shall terminate upon payment of all Annual Rent and additional rent
due and payable to the date of such happening.


 


SECTION 14


 


CONDEMNATION


 


If the whole or any part of
the Premises shall be taken under the power of eminent domain, or shall be sold
by Landlord under threat of condemnation proceedings, then this Lease shall
terminate as to the part so taken or sold on the day when Tenant is required to
yield possession thereof, and Landlord shall make such repairs and alterations
as may be necessary in order to restore the part not taken or sold to useful
condition, and the Annual Rent hereinbefore specified shall be reduced
proportionately as to the portion of the Premises so taken or sold.  If the amount of the Premises so taken or sold
is such as to impair substantially the usefulness of the Premises for the
purposes for which the same is hereby leased, as determined by Landlord, then
Tenant shall have the option to terminate this Lease as of the date when Tenant
is required to yield possession.  In any
and all events, all compensation awarded or paid for any such taking or sale of
the fee and the leasehold, or any part thereof, shall belong to and be the property
of Landlord, except for such sum as shall be awarded to Tenant for relocation
of its business or on account of the taking of fixtures installed by Tenant,which
shall become the Property of Tenant provided such sum is by separate award and
does not reduce the amount to which Landlord
is entitled hereunder.  Landlord shall notify
Tenant within ten (10) days of receipt of notice of condemnation.


 


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SECTION 15


 


DEFAULT
OF TENANT; REMEDIES OF LANDLORD


 


Upon the occurrence of any
of the following:


 


(a).
the appointment of a receiver or trustee for Tenant in any court, which
appointment is not vacated in thirty (30) days; or


 


(b) the
adjudication of Tenant as bankrupt or insolvent; or


 


(c) the
assignment by Tenant for the benefit of creditors; or


 


(d) the
failure of Tenant to pay the Annual Rent or Additional Rent reserved hereunder
with fifteen (15) days after notice thereof in writing; or


 


(e) the
violation of any of the other terms, covenants, or conditions of this Lease by
Tenant, which violation shall remain uncured for a period of thirty (30) days after
notice thereof in writing, Landlord may, at its option, in any such event,
cancel and annul this Lease, or Landlord may relet the Premises as the agent
for Tenant for any unexpired balance of the Term and collect the Annual Rent
and additional rent therefor, and in either event Landlord shall be entitled to
the benefit, without further notice (all statutory notice requirements being
hereby expressly waived), of all the provisions of law for the speedy recovery
of lands and tenements as against a tenant holding over now in force or which may
hereafter be enacted.  Landlord may
distrain, by any legal means, for any overdue installment of Annual Rent or
Additional Rent hereinabove provided for, and may enter the Premises for such
purposes by force if necessary without liability (which liability is hereby
expressly waived).  In the event of
reletting by Landlord, as the agent of Tenant, the reletting shall be on such
terms, covenants, conditions, and rent as Landlord may deem proper, and the
proceeds that may be collected from the same, less the expense of reletting
(including broker’s commissions and attorney’s fees) shall be applied against
the rent to be paid by Tenant, and Tenant shall be liable for any balance that
may be due under this Lease.  No such reletting
shall operate as a termination of this Lease or as a waiver or postponement of
any right of Landlord against Tenant without a specific declaration to such
effect by Landlord.


 


Notwithstanding subsections (d) and
(e) above, the Landlord shall provide The Chase Manhattan Bank, N.A. with
written notice of Tenant’s default under subsections (d) and (e),
simultaneous with the written notice to the Tenant and The Chase Manhattan
Bank, N.A., may, (but not be required to) cure the default within the applicable
grace periods provided, after receipt of written notice.


 


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SECTION 16


 


TENANT
HOLDING OVER


 


If Tenant shall not
immediately surrender possession of the Premises at the termination of this
Lease, Tenant shall become a tenant from month to month upon all of the terms,
covenants, and conditions hereof, provided Annual Rent shall be paid to and
accepted by Landlord, in advance, at
double the rate of Annual Rent payable hereunder just prior to the termination
of this Lease; but unless and until Landlord shall accept such Annual Rent from
Tenant, Landlord shall continue to be entitled to retake possession of the
Premises without any prior notice whatsoever to Tenant.


 


SECTION 17


 


NEW
BUILDING/RIGHT OF FIRST REFUSAL


 


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


 


If, during the term of this
Agreement, Landlord 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 Landlord is not the survivor; (iv) consolidation of
Landlord with another entity, after which Landlord owners no longer control
more than fifty percent (50%) or more of the consolidated entity; or (v) the
sale by Landlord’s owners of more than fifty percent (50%) of the company,
Landlord (the “First Refusal Offer”) shall provide promptly and without delay
to Tenant a right of first refusal in accordance with this Section Seventeen.
Before any such sale or transfer by Landlord, Landlord shall provide to Tenant
a notice (the “First Refusal Notice”). The First Refusal Notice shall identify
the asset or assets (or stock) proposed to be transferred by Landlord 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 Landlord has entered into, subject to the terms
of this First Refusal Right, or which Landlord has indicated it will enter into
if Tenant does not exercise its rights hereunder. Tenant, 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 Landlord (or its partners/members) has
negotiated with the Third Party Acquirer. Tenant, upon receiving the First
Refusal Notice may, at any time prior to the expiration of its rights under
this Section Seventeen, 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, Tenant (or
its assignee) has not exercised its right of first refusal, then Landlord 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 Landlord 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 Landlord or its partners
shall no 


 


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longer be permitted to enter
into such transaction without first complying again with the provisions 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 Landlord, and/or its partners, hereby agrees
that Tenant 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.


 


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.


 


SECTION 18


 


WAIVER


 


Any waiver of any covenant
or condition of this Lease shall extend to the particular case only, and only
in the manner specified, and shall not be construed as applying to or in any
way waiving any further or other rights hereunder.  The exercise of any of the options aforesaid
shall not be construed as a waiver of Landlord’s right to recover actual
damages for any breach in an action at law, or to restrain any breach or
threatened breach in equity or otherwise.  Acceptance of rent with knowledge of default shall
not be a waiver of that default, and acceptance of partial payment shall not be
deemed acceptance of the full amount owed nor prejudice Landlord’s right to
recover the balance owed or to pursue any remedy available to it.


 


SECTION 19


 


NOTICES


 


Any Notice required or
permitted by this Lease to be given by either party to the other may be either
personally delivered or sent by telecopier, overnight mail, or certified mail,
properly addressed and prepaid, to the addresses of the parties herein given,
unless another address shall have been substituted for such address by Notice
in writing.  Notices shall be deemed
given the first business day following the date of so depositing or the date of
personal delivery or the date of telecopying, provided that any Notice sent by
telecopier shall be promptly sent by first class mail as well.


 


	
  If to the Landlord:

  	
  Gerstell Development
  Limited

  
	
   

  	
  Partnership

  
	
   

  	
  10706 Beaver Dam Road

  
	
   

  	
  Hunt Valley, MD 21030

  



 


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  with a copy to:

  	
  Steven A. Thomas, Esquire

  
	
   

  	
  Thomas &
  Libowitz, P.A.

  
	
   

  	
  100 Light Street,
  Suite 1100

  
	
   

  	
  Baltimore, MD 21202

  
	
   

  	
   

  
	
  If to the Tenant:

  	
  Sinclair Media
  I, Inc.

  
	
   

  	
  c/o Sinclair Television
  Group, Inc.

  
	
   

  	
  10706 Beaver Dam Road

  
	
   

  	
  Hunt Valley, MD 21030

  
	
   

  	
  Attention: General Counsel

  



 


SECTION 20


 


MISCELLANEOUS


 


The use of the singular
herein shall include the plural and vice versa, and the use of any gender shall
include all genders.  The covenants
herein shall be binding upon, and the rights hereunder shall inure to the
benefit of the parties hereto, their personal representatives, successors and
assigns, except that Tenant’s rights hereunder shall inure only to such assigns
as are consented to by Landlord pursuant
to section 9 hereof.  If Tenant consists
of more than one person or entity, each shall be jointly and severally liable
for the obligations of Tenant hereunder.  This Lease constitutes the entire agreement
between the parties in respect of the leasing of the Premises, and there are no
oral agreements between the parties in connection herewith, including without
limitation, the Lease Agreement between Gerstell Development Limited
Partnership and Sinclair Media I, Inc. date September 23, 1993, as
amended, which is hereby terminated.  This
Lease shall be governed and controlled by the law of the state of Maryland.  Time is of the essence.


 


IN WITNESS WHEREOF,the
parties hereto have caused these presents to be duly executed as of the date
first above written.


 


	
  ATTEST/WITNESS:

  	
   

  	
   

  	
  LANDLORD:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Gerstell Development
  Limited Partnership

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ Cam Smart

  	
   

  	
  By:

  	
  /s/ J. Duncan Smith

  	
  (SEAL)

  
	
   

  	
   

  	
   

  	
  J. Duncan Smith, Secretary

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ATTEST/WITNESS:

  	
   

  	
   

  	
  TENANT:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Sinclair Media
  I, Inc.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/
  Beth Prochaska

  	
   

  	
  By:

  	
  /s/
  David R. Bochenek

  	
  (SEAL)

  
	
   

  	
   

  	
   

  	
  David R. Bochenek, VP/CAO

  	
   

  



 


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STATEOF MARYLAND, CITY/COUNTY
OF Baltimore to wit:


 


I HEREBYCERTIFY that on this
17th. day of February, 2010, before
me, a Notary Public of the State of Maryland, personally appeared J. Duncan
Smith, who acknowledged himself to be the Secretary of Gerstell Development
Corporation, a general partner of Gerstell Development Limited Partnership (the
“Corporation”), and that he, as such officer, being authorized so to do,
executed the foregoing instrument for the purposes therein contained by signing
the name of the Corporation by himself as such officer.


 


WITNESS my hand and Notarial
Seal.


 


	
   

  	
  /s/
  Cam Smart

  
	
   

  	
  NOTARY PUBLIC

  



 


MY Commission Expires : December 1,
2010


 


 


STATE OF MARYLAND, CITY/COUNTY
OF Harford to wit:


 


I HEREBY CERTIFY that on
this 9th day of February, 2010 before me, a Notary Public of the State of
Maryland, personally appeared David R. Bochenek, who knowledged himself to be
the Vice President and CAO of Sinclair Media I, Inc.. (the “corporation”),
and that he, as such officer, being authorized so to do, executed the foregoing
instrument for the purposes therein contained by signing the name of the
Corporation by himself as such officer.


 


WITNESS my hand and Notarial
Seal.


 


	
   

  	
  /s/
  Vicky D. Evans

  
	
   

  	
  NOTARY PUBLIC

  



 


My Commission Expires: August 1,
2010


 


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