Exhibit 10.25


 


LEASE AGREEMENT


 


THIS LEASE AGREEMENT (“Lease”),
is made this 8th day of February, 2010, to be effective as of October 1,
2009, (the “Effective Date”) by and between Cunningham Communications, Inc.,
a Maryland corporation (“Lessor”), and
Sinclair Communications, LLC, a Maryland limited liability company (“Lessee”).


 


W I T N E S S E T H:


 


WHEREAS,
Lessor operates a 1549 foot, plus or minus, (above mean sea level) multi-unit
broadcasting tower (“Tower”),
together with a building (“Building”), fence,
and other improvements on a certain tract of real estate located at 3900 Hooper
Avenue, Baltimore City, Maryland 21211, as more fully described in Exhibit “A”
attached hereto (hereinafter referred to as the “Antenna Site”),
and desires to lease space on the Tower and in the Building at the Antenna Site
for the purpose of Lessee’s television/radio broadcast and/or general single or
two-way types of communication equipment; and


 


WHEREAS,
Lessor wishes to lease space to Lessee therefore.


 


NOW,
THEREFORE, IN CONSIDERATION OF the foregoing and the mutual covenants herein
contained, the parties hereto agree as follows:


 


1.                                      Lease
Commencement.


 


1.1.                            Commencement
of Term.  The term of
this Lease shall commence, and payment of rent and other performances in accordance
with the terms of this Lease shall commence as of the Effective Date of this
Lease set forth above.


 


1.2.                            Exhibits.  All Exhibits referred to in this Lease are
incorporated herein by reference.


 


2.                                      Description
of the Leasehold.


 


2.1.                            Leased
Premises.  Lessor
hereby leases to Lessee, and Lessee leases from Lessor, with a reasonable right
of access thereto:


 


2.01 (a) Space on the Tower for the purposes of
the operation and maintenance of Lessee’s equipment as follows:


 


To support Lessee’s analog antenna,
TFU-14GTH/VP-R06DC, which will  transmit
on 660 MHz, in connection with the operation of Lessee’s business, as
previously disclosed and specifically approved by Lessor.  The analog antenna will be mounted so that its center of
radiation will be  approximately
1280 feet above ground as shown in Exhibit “B”, with the  exact height being determined by Lessor’s consulting
engineers. The  location
of the analog antenna and WR1600 waveguide shall be subject to  Lessor’s approval. The waveguide shall not exceed one in
number and  sixteen (16) inches in
diameter.


 


To
support Lessee’s auxiliary antenna, TUPC3-4-1, which will transmit on


 

















 


television
channels 14-60, in connection with the operation of Lessee’s  business, as previously disclosed and specifically approved
by Lessor.  The auxiliary antenna will be
mounted so that its center of radiation will be  approximately
1140 feet above ground as shown in Exhibit “B”, with the exact height
being determined by Lessor’s consulting engineers. The  location of the auxiliary antenna and transmission line
shall be subject to  Lessor’s
approval. The transmission line shall not exceed one (1) in  number and three inches in diameter.


 


To support Lessee’s ENG receive
antenna, Proscan microwave radio  antenna,
which will receive on 2 GHz, in connection with the operation of  Lessee’s business, as previously disclosed and specifically
approved by Lessor. The ENG antenna will be mounted so that its center of
radiation will be approximately 1160 feet above ground as shown in Exhibit “B”, with the exact height
being determined by Lessor’s consulting engineers. The location of the ENG receive antenna, control cable and
transmission line shall be subject to Lessor’s approval. The transmission line
shall not  exceed one (1) in number
and one and five eighths (1-5/8) inches in  diameter.


 


To support Lessee’s digital antenna,
Dielectric TUDC-C5SP-10/36SPH-1-B, which will transmit on 626-662 MHz, in
connection with the operation of  Lessee’s
business, as previously disclosed and specifically approved by  Lessor. The digital antenna will be mounted so that its
center of radiation  will
be approximately 1240 feet above ground
as shown in Exhibit “B”, with  the
exact height being determined by Lessor’s consulting engineers. The  location of the digital antenna and transmission line shall
be subject to  Lessor’s
approval. The transmission line shall not exceed one (1) in  number and eight (8) inches in diameter.


 


To support Lessee’s two (2) microwave pickup antennas, which will  receive on 23 GHz, in connection with the operation of Lessee’s
business, as previously disclosed and specifically approved by Lessor. The microwave pickup antennas will be
mounted so that their center of radiation will be approximately 100 feet above ground as shown in Exhibit “B”,
with the exact height being determined by Lessor’s consulting  engineers. The location of the microwave pickup antennas and  transmission
line shall be subject to Lessor’s approval.


 


To support Lessee’s one (1) microwave studio to transmitter link
antenna,  which will transmit on 7 GHz,
in connection with the operation of Lessee’s  business,
as previously disclosed and specifically approved by Lessor.  The microwave transmit
antenna will be mounted so that its center of  radiation
will be approximately 350 feet above ground
as shown in Exhibit  “B”,
with the exact height being determined by Lessor’s consulting  engineers. The location of the microwave transmit antennas and  transmission
line shall be subject to Lessor’s approval.  


 


To support Lessee’s two (2) two-way
radio antennas, in connection with  the
operation of Lessee’s business, as previously disclosed and  specifically approved by Lessor. The two-way radio pickup
antennas will  


 


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be
mounted on the communications platform of the Tower located at  approximately 1185 feet above ground as shown in Exhibit “B”, with the  exact height being determined by Lessor’s consulting
engineers. The  location
of the two-way radio antennas and transmission line shall be  subject to Lessor’s approval.


 


Exhibit “B”
hereto is a formal construction drawing which describes the location of Lessee’s
equipment.”


 


(b)                                 Space in the Building
sufficient for the purpose of installing and operating (at Lessee’s sole
expense) television and/or radio transmitting and/or general single or two-way
types of communication equipment on the antenna Site, and for related purposes
(“Lessee’s Space”), Lessee’s Space to be
located in the Building at the Antenna Site as shown on Exhibit “C”.  Lessee’s Space shall be constructed and
maintained and any necessary tenant improvements shall be performed at Lessee’s
sole expense, and all plans and specifications related to Lessee’s Space are
subject to Lessor’s prior written approval. 
Except as otherwise provided for herein below as “Lessee’s
Property,” all tenant improvements, including all fixtures and trade
fixtures shall become the property of the Lessor, and shall remain with the “Leased Premises,” as defined below, after the Lessee vacates
same.


 


The Lessee’s antenna, transmission line, and other
equipment shall be and remain Lessee’s Property, and are hereinafter referred
to as “Lessee’s Property”.  Lessee will be solely responsible for the
installation of Lessee’s Property, including all expenses associated with such
installation.


 


All of the property (including space on the Tower
and space in the Building at the Antenna Site for Lessee’s Space) leased under
this Paragraph 2 shall hereinafter be called the “Leased
Premises”.


 


Lessee, upon prior written request to Lessor, shall
have reasonable right of access to its space on the Tower and in the Building
at all times in emergency situations and whenever reasonably necessary for
equipment maintenance and repair, provided such access in consistent with the
needs of the Lessor and other tenants of Lessor.  Lessee shall have rights of access at any
time to all other portions of the Leased Premises, including Lessee’s Space in
the Building, for equipment operations, maintenance, inspection, repair or
remodeling, or other engineering purposes.


 


The Lessor has an elevator installed on the Tower
for its own use in Tower maintenance.  If
the Lessee wishes to use the elevator for its own equipment, maintenance, and
repair, it must first notify the Lessor and obtain the Lessor’s prior written
consent thereto prior to each requested use. 
Any use of the Lessor’s elevator shall be at the Lessee’s sole risk and
expense, and the Lessor shall be held harmless from any liability for personal
injury and/or property damage suffered by the Lessee, its agents, servants and
employees, or by any third parties occasioned by the Lessee’s use of said
elevator, except those injuries and/or damages which shall be occasioned by the
Lessor’s gross negligence or wanton and willful misconduct.  The Lessee does hereby assume the 


 


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risk
of any elevator use by itself, its agents, servants, and employees.  The permitted use of the elevator by the
Lessee is not a material part of this Lease; and as such, the inability of the
Lessor to grant elevator use to the Lessee for any reason shall not be
justifiable cause for the Lessee to terminate this Lease or be relieved of any
of its obligations hereunder.


 


(c) The parties agree that the Lessee may move one (1) or
two (2) microwave pickup antennas, with the accompanying 1 5/8” power
line, from approximately 100’ on the Tower to approximately 1180’ on the Tower.


 


3.                                      Permitted
Uses.


 


3.1.                            By Lessee.


 


(a)                                  Subject to the Lessor’s prior written
approval and to all appropriate government approvals, including the Federal
Communications Commission (“FCC”), the
Leased Premises may be used only for television and/or radio transmitting
and/or general, single, or two-way types of communication equipment as
specifically disclosed and requested in writing by Lessee prior to the signing
hereof and for no other operations.  Such
operations, as have been approved by Lessor in writing, shall be conducted in
accordance with the standards imposed by the Lessor, the FCC, and any other
governmental body with authority over such transmission and operations.


 


(b)                                  Except as expressly permitted by this
Lease and unless prior written approval of Lessor has been given, Lessee shall
not construct or make any improvements or install any equipment on the Leased
Premises.  Lessee’s Tower and Building
space, interior and exterior equipment, and all other improvements shall be
maintained in an orderly and professional manner.


 


3.2.                            By Lessor.


 


(a)                                  Subject to the rights elsewhere granted
to Lessee in this Lease, Lessor reserves the right to use the Tower, at its own
expense, as it sees fit to, among other things, change the wiring and location
of any of Lessee’s equipment (including any transmission wires) pertaining
thereto; and to fasten additional equipment thereto for any purpose, including
the right to install transmitting and/or receiving antennas of others.


 


(b)                                  Subject to the
rights elsewhere granted to Lessee in this Lease, Lessor shall have the right
to use for itself or lease to others the remainder of the Antenna Site, space
on the Tower or in the Building constructed by Lessor for any purpose,
including, but not limited to, any kind of broadcasting or communication,
simultaneous transmissions on AM, FM, SSB, VHF, UHF and/or microwave frequencies,
and all rental revenues received therefrom shall belong exclusively to Lessor.


 


Lessor shall have no liability for any action or
omission taken upon reasonable reliance on recommendation of its engineering
personnel.


 


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Lessor also reserves the right to erect one (1) or
more towers on the Antenna Site.


 


4.                                      Term.


 


4.1.                            Term.  This Lease shall have an initial term of six (6) years
from the Commencement Date established in Paragraph 1.1 hereof. Lessee shall
have the right to extend the Lease Term for three (3) additional six (6) year
periods and a final renewal term of three (3) years and nine (9) months
exercisable by giving Lessor written notice at least ninety (90) days prior to
the end of the term.


 


5.                                      Rent.


 


5.1.                            Rental.  The Lessee shall pay annual rent of Seven
Hundred Eighty Five Thousand Two Hundred Ninety Two Dollars ($785,292.00),
payable in equal and successive monthly installments in advance of Sixty Five
Thousand Four Hundred Forty One Dollars ($65,441.00), beginning with the
Commencement Date and continuing thereafter on the first day of each month
during the term of this Lease, such rental payments to be made without any
setoff or deduction whatsoever.


 


The
annual rent stated herein shall be increased beginning with the second (2nd) year of the Lease term and
each and every year thereafter in order to reflect the greater of (a) three
percent (3%) annual increase, or (b) an annual increase equal to the
increase in the Consumer Price Index — All Items for the United States
published by the United States Department of Labor, Bureau of Labor Statistics
(the “Index”).  In order to calculate the increase in the
Index, the following shall be used:


 


The yearly rent payable beginning with the twelfth
(12th) month of this
Lease term shall be adjusted by multiplying it by a fraction (the “Fraction”); the numerator of which is the Index for the
month in which the change in rental is to be computed, and the denominator of
which is the Index for the month in which the Commencement Date occurred.  As soon as the Index has been determined for
the month in which an increase is to occur and a new Fraction established,
Lessor shall give Lessee notice of the new Fraction and the amount of the new
rental payment.  If any months have
elapsed since the effective date of such increase, Lessee shall promptly pay
Lessor the difference between the new rentals due for such months and the
rentals previously paid for such months.


 


If the method of calculating the Index is changed hereafter,
the Index shall be converted in accordance with the conversion factor published
by the United States Department of Labor, Bureau of Labor Statistics.  If the Index is discontinued or revised
during the term of this Lease, such other governmental index or computation
with which it is replaced (or a comparable private index if no governmental
index exists) shall be used in order to obtain substantially the same result as
would be obtained if the Index had not been discontinued or revised.


 


Within
twelve (12) months of the Lessee ceasing to transmit an analog signal, Lessee
shall remove its equipment associated with analog transmissions and upon such
removal, 


 


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shall
be entitled to a reduction in rent equal to $26,603 (the rent attributable to
the analog antenna and microwave studio to transmitter link antenna as of October 1,
2009) plus the aggregate of all annual increases after October 1, 2009
relating to such analog antennas.


 


5.2.                            Payment
of Rentals.  Unless
otherwise specified herein, monetary rentals to be paid hereunder shall be paid
monthly in lawful money of the United States of America and shall be paid in
advance on the first day of each month during the term of this Lease by the
Lessee by mailing payment to the Lessor at 10706 Beaver Dam Road, Cockeysville,
Maryland 21030, or to such other person or address as Lessor may in writing
direct.


 


5.3.                            Electricity
and Other Utilities.  In
addition to the payments prescribed under Section 5.1 of this Lease,
Lessee shall pay for its own telephone lines and all electricity and other
utilities (including, without limitation, heat, internal light and power
distribution, air conditioning, and janitorial services) used by Lessee in
connection with the Leased Premises, which utilities, if practicable, are to be
separately metered and paid for by Lessee. 
In the event that separate metering of any or all utilities is either
impossible or impracticable, as determined solely by Lessor in its complete
discretion, Lessor shall bill the Lessee, no less than monthly, for the Lessee’s
pro rata use of the utilities.  Said pro
rata use shall be determined solely by the Lessor whose judgment and
calculation of same shall be binding upon the Lessee.  In addition to any billing hereunder by the
Lessor to Lessee for utility consumption, the Lessee shall pay to the Lessor
three percent (3%) of the billing as a handling fee.  Said handling fee shall be included,
separately accounted for in each billing. 
Should Lessee desire water or natural gas, Lessee will be responsible
for procuring the same (including all necessary permits and pipeline
installation costs) with the location of any additional water lines or natural
gas lines to be approved in writing by Lessor.


 


6.                                      Authority.


 


6.1.                            Quiet
Enjoyment.  Lessor
represents and warrants that it has the authority to enter into this Lease, and
covenants and agrees that Lessee, upon paying the rents described herein and
observing and keeping the covenants, agreements, and stipulations of this Lease
on Lessee’s part to be observed and kept, shall lawfully, peaceably, and
quietly hold, occupy, and enjoy the Leased Premises, and all other rights and
privileges granted herein, without hindrance, eviction, or molestation by
Lessor.


 


6.2.                            Lessee’s
Approval.  If Lessee
is a corporation, Lessee represents and warrants that it has the full corporate
power and authority to enter into and perform this Lease.  If Lessee is a Partnership, it shall supply
the Lessor with all appropriate verification of its authority to enter into
this Lease. If Lessee is a limited liability company, it shall supply the
Lessor with all appropriate verification of its authority to enter into this
Lease. In any event, any and all corporate, partnership, or limited liability
company resolutions, encumbrance certificates, etc. shall be supplied by Lessee
upon the request of Lessor.


 


7.                                      Permits.


 


7.1.                            Permits.  Lessee shall obtain, at its own expense, any
and all necessary licenses or permits (including building permits, if necessary)
from such governmental authorities as shall have jurisdiction in connection
with the (a) leasehold improvements; (b) the operations,
installation, repair, 


 


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alteration,
or replacement of Lessee’s equipment (including, without limitation, Lessee’s
antenna and transmission and/or receiving equipment); or (c) with any of
Lessee’s activities thereon or contemplated by this Lease.  Lessee shall furnish Lessor with copies of
same, and shall abide by the terms and provisions of such licenses and
permits.  If for any reason any
governmental authority should fail to issue, extend, or renew a license or
permit to Lessee to begin or continue use of the Tower for television and/or
radio broadcast and/or receiving purposes, or should prohibit the use of the
Tower for such purposes so that the purpose of this Lease is substantially
frustrated, then, and in that event, this Lease shall terminate.  This Lease shall terminate in its entirety if
Lessee is unable to use the Tower due to failure to acquire, or loss of, such
license or permit.  In the event of
termination of this Lease in its entirety due to such failure to acquire, or
loss of, such license or permit, if such failure or loss has occurred through
no fault or act (or failure to act) on the part of Lessee, then Lessee shall be
relieved of any further obligations to make rental payments for any period
after the date of termination of this Lease, and (subject to offset or
withholding by Lessor to cover any unpaid additional rent or other authorized
charges which may be owed through the date of termination) Lessee shall be
entitled to a refund of any advance rentals which it has paid out in proportion
to the period of the Lease through such date of termination.  In the event that Lessee’s failure to acquire,
or loss of, its license or permit is due to any fault or act (or failure to
act) on the part of Lessee, then Lessee shall be entitled to no refund of
rental payments previously made, but shall be relieved of any further
obligations to make Lease payments or to perform any of its other rental
obligations for any period after six (6) months from the date of such
termination.


 


8.                                      Maintenance
of Leased Premises and Lessee’s Property.


 


8.1.                            During
Term of Lease.


 


(a)                                  Lessee, at its
own cost and expense, shall maintain and repair its antenna, related equipment,
transmission lines, transmitters, and other equipment.  All such maintenance shall be conducted by
Lessee in accordance with good engineering standards and in conformity with the
requirements of the FCC or any other body having jurisdiction over the Lessee
and its property, including, without limitation, any rules, regulations, or
guidelines of the FCC implementing the National Environmental Policy Act of 1969
pertaining to electromagnetic or radiofrequency radiation.  Lessee shall take all reasonable precautions
to avoid interference or hindrance to and with the operations of Lessor or any
other lessee or user of the Tower and Antenna site or any other broadcaster.  In this regard, Lessee agrees to eliminate,
without cost to Lessor, any interference or hindrance to Lessor’s operation,
the operation of other tenants, and the operation of any other broadcast
facility.  Maintenance and repair of
Lessee’s Property shall be performed only by a reputable contractor and in
accordance with the provisions of subsections (d), (e), and (f) hereof.


 


(b)                                  Lessor retains
the right to inspect the property and equipment of Lessee at any time during
the term of this Lease.  In the event
that Lessor, in its sole discretion, determines in good faith that Lessee has
not maintained Lessee’s Property and equipment in good order and repair
according to industry standards, and that such repairs are necessary for the
safety of the Tower, the Building, or the prevention of interference with 


 


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Lessor or any other user of the Tower or any other broadcaster, Lessor
may, at its option, make such emergency repairs to the property as it deems
reasonably necessary, and any amount expended by Lessor therefor shall be
reimbursed to it by Lessee immediately upon presentation of a statement and
shall be deemed additional rent.  Lessor
shall not be liable for inconvenience, disturbance, loss of business, or other
damage to Lessee by reason of repairing the property and equipment of Lessee
which Lessee has failed to properly maintain.


 


(c)                                  With respect to
the non-emergency repairs which Lessor, in its discretion, determines that
Lessee should make to maintain Lessee’s Property and equipment in good order,
Lessor shall so notify Lessee in writing, specifying the maintenance and
repairs required to be performed by Lessee. 
In the event that, within ten (10) days following such written
notice, Lessee shall not have performed such maintenance and repairs, Lessor
may, at its option, make such repairs as it deems reasonably necessary, and any
amount expended by Lessor therefor shall be reimbursed to it by Lessee and
shall be deemed additional rent.  Lessor
shall not be liable for inconvenience, disturbance, loss of business, or other
damage to Lessee by reason of repairing the property and equipment of Lessee
which Lessee has failed to properly maintain.


 


(d)                                  No work
(including electrical work) will be performed by the Lessee in connection with
the installation, alteration, maintenance, repair, or removal of any of Lessee’s
equipment and the transmission lines on the Tower or in Lessee’s Space unless
the Lessee submits to Lessor a copy of the proposed contract and also detailed
plans and specifications of the work to be done, and both the contract and the
plans and specifications have been approved in writing by Lessor.  Lessee, upon demand therefor by Lessor,
agrees to pay Lessor as additional rent all amounts reasonably expended by
Lessor in connection with review of any such contract, plans, and
specifications.


 


(e)                                  For any work to
be performed by or on behalf of Lessee in connection with the installation,
alteration, maintenance, repair, or removal of any equipment on the Tower
(including any ascension of the Tower), the Lessee’s Space, or in or about the
Antenna Site, Lessee may only employ a contractor who has been approved in
writing and in advance by Lessor.  Lessor
agrees that it will not unreasonably withhold its approval of any contractor
who has the requisite experience and financial qualifications and who will, at
the sole option of Lessor, provide a bond to cover any work which it has been
retained to perform.  Lessor agrees to
consult on call in any emergency situation and immediately give its approval or
disapproval.


 


(f)                                    All work by or
on behalf of the Lessee shall be carried out (i) in a good and workmanlike
manner; (ii) in accordance with established engineering standards and
public ordinances, rules, and regulations applicable to such work, including,
without limitation, any rules, regulations, or guidelines of the FCC
implementing the National Environmental Policy Act of 1969, pertaining to
electromagnetic or radiofrequency 


 


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radiation; (iii) in accordance with plans and specifications,
including mechanical and electrical drawings which have been submitted to and
approved in writing and in advance by Lessor; and (iv) in accordance with
Lessor’s security procedures with respect to protection of the Antenna Site.


 


(g)                                 Notwithstanding
the receipt of the approvals by Lessor as required in this paragraph, Lessee
shall not be relieved of its responsibilities and liabilities for interference
or otherwise as herein provided, nor shall said approval be deemed a waiver of
any other rights of Lessor under this Lease.


 


(h)                                 In the event
that any notice of lien or liens shall be filed against any part of the Antenna
Site for work claimed to have been done or materials claimed to have been
furnished to Lessee, the same shall be dismissed, withdrawn, or discharged by
Lessee within thirty (30) days thereafter at Lessee’s expense; and if Lessee
shall fail to take such action as shall cause such lien to be discharged within
thirty (30) days, Lessor may, at its option, discharge the same by deposit or
by bonding proceedings.  Lessor may
require the lienor to prosecute the appropriate action to enforce the lienor’s
claim.  In such case, Lessor shall give
immediate notice to Lessee of such pending action or proceeding so that Lessee
may have an opportunity to legally contest or defend the action or
proceeding.  If, after such notice to
Lessee, a judgment is recovered on the claim, Lessor, at its sole option, may
pay the judgment.  Any amount paid or
expense incurred or sum of money paid by Lessor (including attorney’s fees) by
reason of the failure of Lessee to comply with the foregoing provisions of this
paragraph, or in defending any such action, shall be paid to Lessor by Lessee,
and shall be treated as additional rent hereunder.


 


8.2.                            At
Expiration of Termination.  At the expiration or termination of this
Lease, Lessee shall promptly surrender possession of the Leased Premises to
Lessor in as good a condition as the same were received at the commencement of
the term, reasonable wear and tear excepted.


 


9.                                      Use
and Maintenance of Common Premises.


 


9.1.                            Use
of Common Premises. 
Lessee, at its own risk and without any liability on the part of the
Landlord for the maintenance thereof, shall have the right to use in common
with Lessor and its licensees, invitees, and other tenants, and in connection
with Lessee’s permissible activities and operations (a) the primary access
road on the Antenna Site from the public highway to the Tower and Building; (b) any
parking lot constructed by Lessor on the Antenna Site; and (c) all common
areas in the Building housing the Lessee’s Space (as shown on Exhibit “C”).


 


9.2.                            Maintenance
of Common Premises. 
Lessor shall maintain the exterior of the Building and the fence around
the Tower and Building in good repair. 
Lessee shall comply with any security policies established from time to
time by Lessor.


 


Lessor
assumes the obligation and responsibility for complying with the requirements
of the FCC regarding obstruction, marking, and lighting of the Tower.


 


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Lessor
shall maintain the Tower and support systems in good repair and in good
operating condition in accordance with the requirements of governmental
authorities.


 


In
the event that Lessor determines that repairs, alterations, or improvements are
necessary or desirable to the Tower or the Building constructed by Lessor on
the Antenna Site, any common areas, or the leased spaces of other tenants,
Lessor may, upon reasonable notice (except for emergency situations), close
entrance doors, common areas, drive-ways, rights-of-way, service areas, parking
areas, or any other facilities at its discretion without being liable to
Lessee.  The closing of entrances, doors,
common areas, parking areas, or other facilities for the making of the repairs,
alterations, or improvements described herein shall, under no circumstances,
constitute an eviction of the Lessee or be grounds for termination of this
Lease or the withholding of any rental payments or other payments or
performances requires to be paid or made by Lessee under the terms hereof.  Under no such circumstances shall Lessee be
entitled to terminate this Lease nor shall it be entitled to compensation for
any loss or damage it may sustain (including loss of use, loss of
advertising/sponsorship revenues, and consequential damages) by reason of such
changes or alterations.


 


10.                               Alterations
by Lessee.


 


10.1.                     Alternations.  Lessee may have the right, at its own expense,
to make such changes and alterations in the Lessee’s Property situated on the
Tower, subject to Paragraph 8.1 and Paragraph 11 hereof, as its operations may
require, including the renovation, replacement, or removal of its antenna;
provided, however, that such changes or alterations conform with recognized
engineering standards and, if necessary, have been approved by the FCC and any
other authority having jurisdiction over Lessee; and provided further, that
plans and specifications are first submitted to and approved in writing by
Lessor.  Lessee shall make no changes in
the equipment or equipment position without such approval, and Lessor shall not
unreasonably fail to give such approval.


 


This
Lease is based upon carefully computed Tower loading capacity.  If any change proposed by Lessee in the type,
location, or positioning of Lessee’s Property should, in Lessor’s judgment,
require a computer or other type of feasibility study to determine Tower
loading capacity, such study shall be performed by an engineer chosen by
Lessor, whose decision shall be final and binding upon both parties.  The cost of such study or any other costs
reasonably incurred by Lessor in determining the feasibility of any proposed
change or alteration in the type, location, or positioning of Lessee’s Property
shall be borne entirely by Lessee.


 


11.                               Interference.


 


11.1.                     Preliminary
Steps to Avoid Interference.  Before Lessee shall make any installation on
the Lease Premises or on the Tower, notification of the particulars of such
proposed installation shall be submitted to Lessor hereto and any other lessees
or users of Tower space whose names and addresses are supplied to Lessee by
Lessor, and the Lessor and such other users will be required to advise, in
writing, the Lessee and Lessor, as applicable, within fifteen (15) days after
receipt of such notification, whether they have any objections thereto on the
grounds that objectionable interference may result.  If the Lessor or any other user shall object
within this period to such plans and Lessee is unwilling to alter its plans to
meet the objections, the dispute shall be submitted to an


 


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independent
professional engineer chosen by Lessor, and such engineer’s decision shall be
final and binding upon all parties.  The
cost of any such studies shall be borne by Lessee.


 


11.2.       Interference with Lessor, Lessee,
or Others. 
Notwithstanding the provision of Paragraph 11.1, should any change in
the facilities or mode of operation of Lessee or Lessee’s failure to comply
with the Maintenance Standards, as defined inn Paragraph 11.5, cause any
objectionable electrical or physical interference (including interference from
any other structure erected on the Antenna Site) to the television and/or radio
broadcasting and/or receiving operations of any other lessee, then, immediately
upon notification of such interference, the Lessee, at its sole expense, will
take such steps as may be reasonably required to correct such interference,
including, but not limited to, changing frequency, ceasing transmission,
reducing power, and/or the installation of any filters or other equipment,
provided that, if such interference is caused by the failure of any other
lessee suffering the interference to comply with the Maintenance Standards, as
defined in Paragraph 11.5, then the other lessee suffering the interference
will, at its sole expense, comply with such Maintenance Standards.  Any dispute as to the cause of interference,
or the steps reasonably required to correct it, arising under this Paragraph
11.2, shall be submitted to an independent professional engineer chosen by
Lessor, and such engineer’s decision shall be final and binding upon the
parties.  If such interference is found
to be caused by such changed facilities or operation, the fees and charges of
the engineer to whom the dispute is referred shall be borne by the party whose
changed facilities or mode of operations gave rise to the claimed
interference.  If such interference is
found not to be caused by such changed facilities or operations, the fees and
charges of the engineer to whom the dispute is referred shall be borne by the
objecting party.  All other leases and/or
agreements to lease space at the Antenna Site shall contain this language.


 


11.3.       Interference by Other User.  Any subsequent agreement under which Lessor
allows any other person to occupy any portion of the Tower, Building, or
Antenna Site shall provide that, should the installation, operation, or
maintenance of the equipment or the activities of such other person cause any
objectionable interference with the operations of Lessor or Lessee, then,
immediately upon notification of such interference, such other tenant or use,
at its sole expense, will take such steps as may be reasonably necessary to
correct such interference, including, but not limited to, changing frequency,
ceasing transmission, reducing power, and/or the installation of any filter or
other equipment, provided that if such interference is caused by the failure of
any lessee to comply with the Maintenance Standards, as defined in Paragraph
11.5, such other lessee will, at its sole expense, comply with such Maintenance
Standards.  To the best of its ability,
Lessor shall not permit any operations by other tenants, the effect of which
would be to prohibit Lessee from operating in the manner contemplated herein,
without the prior written consent of Lessee. 
Lessor shall have no liability for any action or omission taken upon
reasonable reliance on the recommendation of qualified engineering
personnel.  All leases and/or agreements
to lease space at the Antenna Site shall contain this language.


 


11.4.       Interference with Subsequent Users.  Should the equipment of Lessee or its
operations cause any objectionable interference with the broadcasting
operations of a subsequent tenant or user of the Antenna Site Building (i.e.,
any person who commences broadcasting or other operations from the Antenna Site
after the Lessee begins its broadcasting operations from the Antenna site),
then, upon notification of such interference, Lessee will take such steps as
may be reasonably required to correct such interference, provided that the same
shall be at the sole cost and expense of the subsequent user; 


 


11

















 


provided
that, if Lessee is not in compliance with Maintenance Standards, as defined in
Paragraph 11.5, Lessee will take such steps as may be necessary, at its own
cost and expense, to comply with such Maintenance Standards.


 


11.5.       Definition of “Maintenance
Standards”.  For the
purposes of this Lease, compliance with “Maintenance Standards”
shall mean that a tenant or user of the Tower shall (a) maintain and
operate its equipment in accordance with the requirements, rules, regulations,
and guidelines of the FCC, and the standards of manufacturers of the equipment;
(b) maintain and operate its equipment in accordance with good engineering
practice; and (c) employ “state of the art”
equipment (although “state of the art”
equipment shall not be construed necessarily to require the use of the most
recent technical innovations).


 


12.          Utilities.


 


12.1.       Utilities.  Subject to the required approvals and cooperation
of any governmental authority or public utilities, Lessee shall arrange and be
responsible for the installation and provision of electrical and telephone
lines serving Lessee’s Property at the Lessor’s Building.  Lessee shall be responsible for procurement
of and payment for all utility services as described in Paragraph 5.3.  The Lessee understands that it may be sharing
space in the Lessor’s Building with other tenants of the Lessor.  The Lessor shall only be responsible to bring
electricity to a meter panel at the Building. 
The Lessor shall incur the cost and expense of the installation of an
electric meter at a common meter panel, and the Lessee shall incur the cost and
expense to bring the electricity from said common meter panel to its space in
the Building.  Any electrical work to be
done by the Lessee must first be approved in writing by the Lessor.


 


13.          Taxes.


 


13.1.       Payment of Taxes.  Lessor shall pay all real estate taxes,
assessments, or levies assessed or imposed against the Antenna Site (including
the Leased Premises), and all taxes which may be assessed against the Tower and
any buildings thereon.  Lessee shall pay
all personal property or other taxes assessed or imposed on Lessee’s Property,
and shall cooperate with Lessor to ensure that such property is properly
separated from that of Lessor or other tenants for assessment purposes.


 


14.          Insurance.


 


14.1.       Public Liability.  Lessee shall procure and maintain
comprehensive public liability insurance, naming Lessor as an additional insured
as its interests shall appear, covering all of the Lessee’s operations and
activities on the Leased Premises, including, but not limited to, the
operations of contractors and subcontractors and the operation of vehicles and
equipment (including the Tower elevator), with limits of liability for the term
of this Lease of not less than Five Million Dollars ($5,000,000.00) in the
aggregate for personal injury or death in any occurrence and not less than Five
Million Dollars ($5,000,000.00) to cover property damage, with a liability
umbrella of not less than One Million Dollars ($1,000,000.00).  Certificates evidencing such insurance shall
be furnished to Lessor upon its request. 
The amounts specified hereunder shall be revised every five (5) years
to such years to such amounts as Lessor may reasonably require upon the advice
of its insurance consultants.


 


12

















 


14.2.       Contractor Liability.  Lessee shall also cause the contractors
erecting, installing, or maintaining Lessee’s Property or performing any other
work for Lessee on the Antenna Site to procure reasonable public liability
insurance acceptable to Lessor and naming the Lessee and Lessor as named
insureds.  Certificates evidencing such
insurance shall be furnished to Lessor in advance of any work being performed.


 


14.3.       Tower and Building Insurance.  Lessor shall procure and maintain physical
damage insurance on the Tower and Building in an amount sufficient to repair or
replace the Tower and Building, with such coverage to be on an “All Risks” basis including coverage for the perils of fire,
lightning, windstorm, hail, flood, earthquake, collapse, explosion, aircraft
and vehicle damage, vandalism, malicious mischief.  Lessor’s coverage shall not extend to any of
Lessee’s Property, and Lessee shall be solely responsible for its insurance on
such equipment and personal property, together with business interruption
insurance.


 


14.4.       Tower and/or Building Damage.  In the event that the Tower and/or Building
is destroyed or damaged by fire, lightning, windstorm, flood, earthquake,
explosion, collapse, aircraft or other vehicle damage, or other casualty
covered by insurance, Lessor shall promptly reconstruct or repair the Tower
and/or Building to such good condition as existed before the destruction or
damage, and give possession to Lessee of substantially the same space leased
hereunder.  If the Tower and/or Building
is in need of such repair or is so damaged by fire, lightning, windstorm,
flood, earthquake, explosion, aircraft or other vehicle damage, collapse, or
other casualty that reconstruction or repair cannot reasonably be undertaken
without dismantling Lessee’s antenna, then Lessor may remove any such antenna
and interrupt the signal activity of Lessee, but will use its best efforts to
have the antenna replaced as soon as possible. 
Lessor agrees to provide Lessee alternative space, if available, on the
Tower and/or in the Building during such reconstruction/repair period.  If such space is not available, then Lessee
shall be responsible for procuring its own alternative space.  No monetary or other rental shall be due
pursuant to the terms of this Lease for such time as Lessee is unable to
conduct its broadcasting activities on the Tower without significant diminution
of signal quality as a result of such total or partial destruction or damage or
need of repair, and Lessor shall refund to Lessee any rent paid in advance for
such time.  Should Lessor not replace the
Tower and/or Building within two (2) years of the date of destruction, or
repair the same within such shorter time period after the casualty as may be
reasonable, then Lessee, upon thirty (30) days’ written notice to Lessor, may
terminate this Lease, provided Lessee makes such election within one hundred
twenty (120) days prior to the expiration of said repair or replacement
period.  Lessee agrees that it shall
maintain adequate business interruption insurance at all times during the term
of this Lease to adequately protect it from any interruption of signal
activities due to Tower and/or Building damage (including costs or
reinstallation of its equipment and lines), and Lessor shall have no liability
on account of such business interruption or reinstallation costs due to damage
or destruction under this paragraph.


 


15.          Eminent Domain.  In the event that all of the Antenna Site (or
any portion of the Antenna Site necessary for the Tower, guy wires, or other
appurtenances necessary to Lessee’s broadcasting operations) is acquired or
transferred or condemned pursuant to eminent domain proceedings (or the threat
thereof), the obligation of the parties under this Lease shall be terminated as
of the date of acquisition or transfer. 
Lessor shall be entitled to the entire condemnation award.  If Lessor 


 


13

















 


determines to build a new
tower as a replacement for the Tower on the condemned property, Lessor agrees
to provide space on the new tower reasonably comparable to the space leased to
Lessee pursuant to this Lease on terms reasonably equivalent to the terms of
this Lease.


 


In
the event that this Lease is terminated due to eminent domain proceedings, then
Lessee shall be relieved of any further obligations to make any rental payments
or performances for any period after the date of such termination of this
Lease; and subject to offset or withholding by Lessor to cover any unpaid
additional rent or other authorized charges which may be owed through the date
of termination, Lessee shall be entitled to a refund of any advance rental sums
which it has paid in proportion to the period of the Lease through such date of
termination.


 


16.          Successors and Assignment.


 


16.1.       Successors.  All rights and liabilities herein given to or
imposed upon the respective parties hereto shall, to the extent that such are
assignable, extend to and bind the several and respective successors and
assigns of the parties hereto.


 


16.2.       Assignment.  Lessee shall not assign, sublet, or transfer
this Lease or any interest therein, or permit or allow through any act or
default of itself, or of any other person, any transfer thereof by operation of
law or otherwise without the prior written consent of Lessor, not to be
unreasonably withheld, conditioned or delayed, except:


 


(a)                               Lessee may
assign this Lease to any bona fide third party purchaser of substantially all
of the assets of Lessee, who shall execute an assumption agreement in form
acceptable to Lessor; and


 


(b)                              Lessee may
assign or transfer all or a portion of the assets of Lessee, including this
Lease, to any subsidiary corporation owned or controlled by Lessee.


 


Any
assignment or subletting by Lessee except as permitted herein shall be void and
of no effect. Lessor has consented to the lessee’s sublease of space in the
building to Baltimore (WNUV-TV) Licensee, Inc.


 


Lessor
may assign or transfer this Lease without the consent of Lessee, but shall
promptly notify Lessee following any transfer or assignment.


 


17.          Right to Remove Lessee’s Property
in Event of Termination.  In the event either party elects to terminate
this Lease in accordance with the provisions herein or at the expiration of the
term hereof, Lessee shall have the right to remove Lessee’s Property, except
any fixtures (it being specifically understood and agreed that Lessee’s antenna,
transmitters, transmission line, and similar broadcasting equipment shall not
be deemed fixtures) on the Leased Premises within thirty (30) days of such
termination.  Such removal shall be
conducted in accordance with Paragraph 8.1 hereof.  Lessee shall promptly repair any and all
damage caused by such removal.  Any of
Lessee’s Property remaining on the Leased Premises after the expiration of the
thirty (30) day period shall be deemed to be the property of Lessor, which
Lessor may have removed at Lessee’s expense.


 


14

















 


18.          Lessor’s Protection.


 


18.1.       Default by Lessee.  If Lessee shall make default in making any
payment herein provided for and any such default shall continue for a period of
five (5) days, or if Lessee shall make default in the performance of any
obligation of Lessee herein (other than as to payment of money) and any such
default shall continue for a period of fifteen (15) days after written notice
to Lessee, or if the Leased Premises or any part thereof shall be abandoned, or
if Lessee shall file a voluntary petition in bankruptcy, or if Lessee shall
file any petition or institute any proceedings under any Insolvency or
Bankruptcy Act or any Amendment thereto hereafter made, seeking to effect its
reorganization or a composition with its creditors, or if, in any proceedings
based on the insolvency of Lessee or relating to bankruptcy proceedings, a
receiver or trustee shall be appointed for Lessee or the Leased Premises, or if
any proceedings shall be commenced for the reorganization of Lessee, or if the
leasehold estate created hereby shall be taken on execution or by any process
of law, or if Lessee shall admit in writing its inability to pay its
obligations generally as they become due, then Lessor may, at its option,
terminate this Lease without notice, and declare all amounts due or to become
due hereunder immediately due and payable, and Lessor’s agents and servants may
immediately, or any time thereafter, reenter the Leased Premises by reasonably
necessary force, summary proceedings, or otherwise, and remove all persons and
property therein, without being liable to indictment, prosecution, or damage
therefor, and Lessee hereby expressly waives the service of any notice in
writing of intention to reenter said Leased Premises.  Lessor may, in addition to any other remedy
provided by law or permitted herein, at its option, relet the Leased Premises
(on any part thereof) on behalf of Lessee, applying any monies collected first
to the payment of expenses of resuming or obtaining possession, and, second, to
the payment of the costs of placing the premises in rentable condition,
including any leasing commission, and, third, to the payment of rent due
hereunder, and any other damages due to the Lessor.  Any surplus remaining thereafter shall be paid
to Lessee, and Lessee shall remain liable for any deficiency in rental, the
amount of which deficiency shall be paid upon demand therefor to Lessor.


 


Should
Lessor reenter and terminate according to the provisions of this subparagraph,
Lessor may remove and store the Lessee’s Property at the expense and for the
account of Lessee.  Alternatively, Lessor
may sell, or cause to be sold, Lessee’s Property at public sale to the highest
bidder for cash, and remove from the proceeds of such sale any rent or other
payment then due Lessor under this Lease. 
Any disposition of the Lessee’s Property pursuant thereto shall be made
in a manner that is commercially reasonable within the meaning of the Uniform
Commercial Code as in effect in the State of Maryland at the time of such
disposition.


 


19.          Indemnification.  Each party warrants and represents that it
has the authority to enter into this Lease and to grant the rights it grants
hereunder, and that performance of its obligations pursuant to this Lease will
not violate the rights of any third party whatsoever.  Lessee agrees to indemnify and defend Lessor
against any claim for damages, losses, liabilities, costs, or expenses, including
reasonable attorney’s fees, arising (a) out of any breach by Lessee of its
warranties, representations, or covenants under this Lease; (b) out of the
use, management, or occupancy of the Leased Premises by Lessee, its agents, or
invitees; (c) out of any acts, omissions, neglect, or fault of Lessee, its
agents, servants, employees, licensees, or invitees; (d) out of failure of
Lessee to comply with any laws, statutes, 


 


15

















 


ordinances, or regulations; (e) out
of Lessee’s failure to maintain equipment in proper working order; and (f) out
of Lessee’s failure to comply with any of its other obligations under the terms
of this Lease.


 


Lessor
will indemnify and defend Lessee against any claim for damages, losses,
liabilities, costs, or expenses, including reasonable attorney’s fees, arising
out of any breach by Lessor of its warranties, representations, or covenants
under this Lease.


 


Any
party seeking indemnification hereunder (“Indemnified Party”)
shall provide the other party (“Indemnifying Party”)
reasonably prompt notice of known claims giving rise to any claim for
indemnity, and the Indemnifying Party shall have the right and opportunity to
undertake the legal defense of such claims. 
The Indemnified Party and its counsel may nevertheless participate in
(but not control) such proceedings, negotiations, or defense at its own
expense.  In all such cases, the
Indemnified Party will give all reasonable assistance to the Indemnifying
Party, including making the Indemnified Party’s employees and documents available
as reasonably requested without charge.


 


20.          Estoppel Certificate, Attornment,
and Subordination.


 


20.1.       Estoppel Certificate.  Within ten (10) days after Lessor’s
request, Lessee shall deliver, executed in recordable form, a declaration to
any person designated by Lessor (a) ratifying this Lease; (b) stating
the commencement and termination dates; and (c) certifying (i) that
this Lease is in full force and effect, and has not been assigned, modified,
supplemented, or amended (except by such writings as shall be stated); (ii) that
all conditions under this Lease to be performed by Lessor have been satisfied
(stating exceptions, if any); (iii) that no defenses or offsets against
the enforcement of this Lease by Lessor exist (or stating those claimed); (iv) advance
rent, if any, paid by Lessee; (v) the date to which rent has been paid; (vi) the
amount of security deposited with Lessor (if hereafter applicable for any
reason); and (vii) such other information as Lessor reasonably
requires.  Persons receiving such
statements shall be entitled to rely upon them.


 


20.2.       Attornment.  Lessee shall, in the event of a sale or
assignment of Lessor’s interest in the Leased Premises, the Tower, or the
Antenna Site, or, if the Leased Premises or such Tower, Building, or Antenna
Site comes into the hands of any Trustee under a Deed of Trust or a mortgagee
or any other person, whether because of a foreclosure, exercise of a power of
sale under a mortgage or Deed of Trust, or otherwise, attorn to the purchaser
or such mortgagee, Trustee, or other person, and recognize the same as Landlord
hereunder.  Lessee shall execute at
Lessor’s request any attornment agreement reasonably required by any mortgagee,
Trustee, or other such person to be executed containing such provisions as such
mortgagee, Trustee, or other person reasonably requires.


 


20.3.       Subordination of Lease.  It is agreed that the rights of Lessee
hereunder shall be and remain subordinate to the right and lien of any bona
fide mortgage or Deed of Trust placed upon the Antenna Site by Lessor during or
before the term of this Lease; and if requested by Lessor, Lessee will execute
a Subordination Agreement.  The Lessor
shall use its best efforts to cause any and all mortgages or Deeds of Trust
executed by Lessor to contain a provision to the effect that so long as Lessee
is not in default under this Lease or any renewal thereof, no foreclosure or
any other proceeding in respect thereof shall divest, impair, modify, abrogate,
or otherwise adversely affect any interests or rights whatsoever of Lessee
under this Lease.


 


16

















 


20.4.       Failure to Execute Instruments.  Lessee’s failure, without good and reasonable
cause, to execute instruments or certificates provided for in this Paragraph
20, within fifteen (15) days after the mailing by Lessor of a written request,
shall be a default under this Lease.


 


21.          Miscellaneous.


 


21.1.       Relationship of Parties.  Nothing contained herein and no acts of the
parties herein shall be deemed or construed as creating any relationship
between the parties hereto other than the relationship of Lessor and Lessee or
Landlord and Tenant.


 


21.2.       Governing Law.  This Lease shall be governed and construed
and enforced in accordance with the laws of the State of Maryland.


 


21.3.       Captions.  The captions contained in this Lease are
included solely for convenience and shall in no event affect or be used in
connection with the interpretation of this Lease.


 


21.4.       Amendments.  This Lease only may be amended or modified as
may be agreed upon by written instrument executed by the parties hereto.


 


21.5.       Interest and Attorney’s Fees.  All sums becoming due or payable under this
Lease, including all money expended pursuant to the provisions hereof or on
account of any default in the performance and observance of any agreements or
covenants herein, shall bear interest at the rate of twelve percent (12%) per
annum (or at such lesser rate which is the maximum permitted by applicable law)
from thirty (30) days after the date such sums become due or payable, or, in
the event one of the parties expends money because of a default by the other,
from thirty (30) days after the date the defaulting party received written
notice that such money was expended.


 


The
prevailing party shall be entitled to its reasonable attorney’s fees to collect
any payment or to compel any performance ultimately held to be due under the
provisions of this Lease.


 


21.6.       Brokers and Third Parties.  Each party represent that it has not had
dealings with any real estate broker or other person who may claim a commission
or finder’s fee with respect to this Lease in any manner.  Each party shall hold harmless the other
party from all damages resulting from any claims that may be asserted against
the Indemnified Party by any broker, finder, or other person with whom the
Indemnifying Party has or purportedly has dealt.


 


21.7.       Notices.  Any notices or other communications hereunder
shall be in writing; and if to Lessor, shall be addressed to Cunningham
Communications, Inc., 10706 Beaver Dam Road, Cockeysville, Maryland
21030,  with a copy to Steven A. Thomas,
Esquire, Thomas & Libowitz, P.A., 100 Light Street, Suite 1100,
Baltimore, Maryland 21202-1053; and if to Lessee, shall be addressed to
Sinclair Communications, LLC, 10706 Beaver Dam Road, Cockeysville, Maryland
21030  with a copy to
                                                                                                                                                                        
                                                                                                                                                                  ,
and shall be effective when delivered in person or mailed by certified mail,
return-receipt requested, to these addresses, or to such other persons and
addresses as may be specified from time to time in writing.


 


17

















 


21.8.       Waiver.  It is agreed that the waiving of any of the
covenants of this Lease by either party shall be limited to the particular
instance, and shall not be deemed to waive any other breaches of such covenant
or any provision herein contained.


 


21.9.       Accord and Satisfaction.  No receipt of money by Lessor after the
termination of this Lease or after the service of any notice or after the
commencement of any suit reinstates, continues, or extends the term of this
Lease or affects any such notice or suit.


 


21.10.     Limitation of Liability.  Lessor shall not be liable or responsible to
the Lessee or to anyone claiming under or through the Lessee for any loss or
damage caused by the acts or omissions of any other tenants or any other users
of the Tower, Building, or Antenna Site, or for any loss or damage caused by
fire, water, bursting pipes, leaking gas, sewage, steam pipes, drains, ice, or
materials falling from the Tower, or the malfunction of any utility, facility,
or installation, or by reason of any other existing condition or defect in the
Leased Premises; nor shall Lessor be liable or responsible to the Lessee for
any injury or damage suffered by the Lessee and allegedly caused by technical
interference with the Lessee’s operations, by the activities of any other
tenants or users or the Tower, Building, and Antenna Site, or any other
broadcasters.  Except for Lessor’s own
negligent acts, Lessor shall not be liable to Lessee, or to any other person
for property damage or personal injury, including death, and then Lessor shall
be liable only to the extent of repairing any property of the Lessee which may
have been damaged.  Lessor shall not be
liable under any circumstances for loss of use, loss of sponsorship or
advertising revenue, or any other consequential damages sustained by Lessee.


 


21.11.     Partial Invalidity.  The invalidity of any provision, clause, or
phrase contained in this Lease shall not serve to render the balance of this
Lease ineffective or void; and the same shall be construed as if such had not
been herein set forth.


 


21.12.     Documentary Stamps.  Lessee shall bear the cost of any documentary
stamps occasioned by this Lease should it wish to record this Lease.


 


21.13.     Rules and Regulations.  Lessor may from time to time issue such rules and
regulations in writing which it may consider necessary and desirable.  Lessee agrees to abide by such rules and
regulations so long as they do not unreasonably interfere with Lessee’s use and
occupancy of the Leased Premises or conflict with this Lease.


 


21.14.     Force Majeure.  Lessor assumes no responsibility for any
losses or damages caused by acts of God, including, but not limited to, wind,
lightning, rain, ice, earthquake, floods, or rising water, or by aircraft or
vehicle damage.  Lessor furthermore
assumes no responsibility for losses or damages caused by any person other than
employees of Lessor.  In the event that
Lessor shall be delayed, hindered in or prevented from the performance of any
act required hereunder by reason of acts of God (including, but not limited to,
wind lightning, rain, ice, earthquake, flood, or rising water) aircraft or
vehicle damage or other casualty, unforeseen soil conditions, acts of third
parties who are not employees of Lessor, strikes, lock-outs, labor troubles,
inability to procure material, failure of power, governmental actions, laws of
regulations, riots, insurrection, war, or other reasons beyond its control,
then the performance of such act shall be excused for the period of delay and
the period for performance of any such act shall be extended for a period
equivalent to the period of such delay.


 


18

















 


21.15.     Entire Agreement.  This Lease, together with its Exhibits,
constitutes and sets forth the entire agreement and understanding of the
parties with respect to the subject matter hereof, and supersedes all prior or
contemporaneous offers, negotiations, and agreements (whether oral or written)
between the parties (or any of their related entities) concerning the subject
matter of this Lease.


 


IN
WITNESS WHEREOF, the parties have hereunto set their respective hands and
seals, as of the day and year first above written.


 


 


	
  ATTEST:

  	
   

  	
  LESSOR:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Cunningham
  Communications, Inc.

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/
  Cam Smart

  	
   

  	
  By:

  	
  /s/
  J. Duncan Smith

  	
   (SEAL)

  
	
   

  	
   

  	
  Name:

  	
  J.
  Duncan Smith

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Secretary

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ATTEST:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TENANT:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SINCLAIR
  COMMUNICATIONS, LLC

  
	
   

  	
   

  	
   

  	
  By:
  Sinclair Television Group, Inc. as Sole Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/
  Vicky D. Evans

  	
   

  	
  By:

  	
  /s/
  David R Bochenek

  	
   (SEAL)

  
	
   

  	
   

  	
  Name:

  	
  David
  R Bochenek

  	
   

  
	
   

  	
   

  	
  Title:

  	
  VP/CAO

  	
   

  



 


19