Agreement Of Lease

Exhibit 10.31
AGREEMENT OF LEASE


AGREEMENT OF LEASE made this 16 day of May, 1986 (herein called the "Lease"), between CBS INC., a New York corporation with offices located at 51 West 52 Street, New York, New York (herein called "CBS"), and KOPLAR COMMUNICATIONS INC., a Missouri corporation with offices located at 4935 Lindell Boulevard, St. Louis, Missouri (herein called "Koplar") .


1. DEMISED PREMISES. CBS hereby leases to Koplar and Koplar hereby leases, takes and hires from CBS upon the terms and conditions hereinafter set forth the following:


(a) That portion of the parcel of land located on Reavis Barracks Road in St. Louis County. Missouri as more particularly described on Exhibit A attached hereto and made a part hereof (herein called the "Site"). Koplar agrees that at the expiration or termination of the term of this Lease, all right, title and interest in said building and all other improvements (except apparatus, air conditioning equipment, other equipment and furnishings installed in the building) on the demised portion of the Site shall pass to CBS.


(b) A portion of the broadcasting tower as described on Exhibit A - 1 attached hereto and made a part hereof erected by CBS on the Site containing the Channel 11 antenna, or such other television equipment (including


1


antennas) which will not cause interference to, or be subject to interference from, the operations of CBS. Said portion of the tower leased hereunder shall be used solely by Koplar for the installation and maintenance of such television equipment and apparatus. On or before the expiration or termination of this Lease, Koplar shall have the right and agrees to remove said antennas and transmission lines and all other equipment and apparatus and repair any damage occasioned thereby. The tower shall be and remain the property solely of CBS, and Koplar shall merely have the right to use part of it, as provided herein. Koplar's antennas and transmission lines and all other equipment and apparatus shall be and remain the property solely of Koplar, which agrees to keep them in good order and repair. Koplar agrees to make no changes in its ant-ennas or transmission lines without the prior written approval of CBS which will not be unreasonably withheld. Koplar hereby grants to CBS the right to erect and maintain transmission lines and other necessary apparatus and equipment in and on said portion of the broadcasting tower referred to in this paragraph l(b) necessary for the operation of its antenna on said tower and an easement and right of way over said portion to and from said antenna.


(c) The portions of the premises described in paragraphs (a) and (b) hereof are sometimes collectively


2


referred to herein as the "Demised Premises".


(d) Koplar may install or maintain on the Demised Premises or any improvements thereon any signs of the same type, size and character and in the same general location as those installed by CBS, but may not install or maintain any other signs without the prior approval of CBS.


2. TERM. (a) The term of this Lease (the "Initial Term") shall be a period of ten (10) years, commencing as of February 1, 1984 (the "Commencement Date")


(b) Provided that at the time of the exercise of the option(s) contained in this Article 2. Koplar is not in default under any of the provisions of this Lease beyond the applicable grace period, if any. Koplar shall have the right to renew the Initial Term for a period of ten (10) years ("First Renewal Term"), commencing on the tenth (10th) anniversary of the Commencement Date on the same terms as contained in this Lease (including Article 3, without any change in the Base Year or any other provisions of Article 3). If Koplar elects to renew the Initial Term for the First


3


Renewal Term, Koplar shall give notice to CBS of such election not later than eighteen (18) months prior to the expiration date of the Initial Term. Upon CBS' receipt of such notice, this Lease, subject to the provisions of this Article 2, shall be automatically extended for the First Renewal Term with respect to the Demised Premises then covered by this Lease with the same force and effect as if the First Renewal Term had been originally included in the term.


(c) If this Lease shall have been so renewed then at the end of the said First Renewal Term, provided is not in default under any of the provisions of this Lease beyond the applicable grace period, if any, Koplar shall have the right to renew the First Renewal Term of this Lease for a period of five (5) years ("Second Renewal Term"), commencing on the twentieth (20th) anniversary of the Commencement Date on the same terms as contained in this Lease (including Article 3, without -any change in the Base Year or any other provisions of Article 3). If Koplar so elects to renew the First Renewal Term for the Second Renewal Term, Koplar shall give notice to CBS of such election not later tha-n eighteen (18) months prior to the expiration date of the First Renewal Term. Upon CBS' receipt of such notice, this Lease, subject to the provisions of this Article 2, shall be automatically extended for the second Renewal Term with respect to the Demised Premises then covered by this Lease with the same force and effect as if. the Second Renewal Term had been originally included in the term.


4


(d) The term of this Lease shall automatically expire at the expiration date of the Initial Term unless Koplar notifies CBS in writing as stated herein of its intention to renew the terms of this Lease. The term of this Lease shall automatically expire at the expiration date of the First Renewal Term, unless Koplar notifies CBS, in writing as provided herein, of its intention to renew the First Renewal Term. Koplar shall have no right to renew the term of this Lease for any period beyond the Second Renewal Term.


3. RENTAL:


(a) FIXED RENTAL. Koplar agrees to pay CBS during the remainder of the first three years of the term of this Lease, an annual fixed rental of THIRTY-ONE THOUSAND TWO HUNDRED ($31,200.00) DOLLARS (the "Fixed Rental") in equal monthly installments of TWO THOUSAND SIX HUNDRED ($2,600.00) DOLLARS, payable in advance, without notice or demand, on the first day of each calendar month during the term hereof. Commencing on the first day of February, 1987, and on the same day of the month every three years thereafter during the. term of this Lease, as such term may be extended pursuant to Article 2 herein, the Fixed Rental shall be increased by the percentage of increase in the cost of living as determined in accordance with the provisions of


5


this Article.


3.1 (a) On the third anniversary date of the Commencement Date and on each subsequent third anniversary date of the Commencement Date occuring during the term of this Lease (each such date being a "Fixed Rental Adjustment Date"), as such term may be extended pursuant to Article 2 herein, the Fixed Rental shall be increased by an amount determined by multiplying the Fixed Rental, as same may have been previously adjusted pursuant to this Section by a fraction, the numerator of which shall be the latest Consumer Price Index for Urban Wage Earners and Clerical Workers (all items) for St. Louis, Missouri, 1977=100 (the "Index") for the month or period immediately preceding the Fixed Rental Adjustment Date in question and the denominator of which shall be (i) -for the first Fixed Rental Adjustment Date the Index in effect for the month or period immediately preceding the Commencement Date and (ii) for each subsequent Fixed Rental Adjustment Date, the Index in effect for the month or period immediately preceding the last prior Fixed Rental Adjustment Date.


(b) In the event that (i) the Index (or any index substituted therefor as hereinafter provided) shall cease to be published, then for the purposes of this paragraph, there shall be substituted for the Index such other index of a si-


6


milar kind published by a governmental or other non-partisan organization, or (ii) there is any change in the computation of the Index or of any such substituted index, then for the purposes of this paragraph, such index as so changed shall be substituted for the index in effect prior thereto.


3.2. CBS shall, within a reasonable time after obtaining the appropriate data necessary for computing such increase give Koplar notice of any increase so determined, and CBS' computation shall be conclusive and binding (but shall not preclude any adjustment which may be required in the event of a published amendment of the index figures upon which the computation was based).


3.3 The rent due pursuant to this Article shall be due and payable to CBS in equal monthly installments commencing with the first month of the fourth year of this Lease.


(b) REDUCTION IN FIXED RENTAL. Koplar currently provides the services to CBS described on Exhibit B attached hereto and made a part hereof (the "downlink services"). As long as Koplar continues to provide the downlink services to CBS, the Fixed Rental payable hereunder shall be reduced by the sum of FIVE HUNDRED ($500.00) DOLLARS per month throughout the terms of this Lease, as such term may be extended pursuant to Article 2 herein, which reductions shall be


7


increased on each anniversary date of the commencement date occurring during the term of this Lease (each such date being an "Adjustment Date") by multiplying same by a fraction. the numerator of which shall be the Index for the month or period immediately preceding the Adjustment Date in question and the denominator of which shall be the Index in effect for the month or period immediately preceding the Commencement Date. In the event that CBS desires to discontinue the use of said services, it may do so upon three (3) months prior written notice to Koplar, whereupon Koplar shall pay to CBS the full Fixed Rental without any reduction, as provided herein.


(b) REAL PROPERTY TAX PAYMENT. Koplar agrees to pay CBS during the term of this Lease, as such term may be extended pursuant to Article 2 herein, one-half of all real property taxes paid by CBS, as well as one-half of personal property taxes applicable to the Demised Premises. Koplar shall, within thirty (30) days of receipt of demand therefor, reimburse CBS for its one-half share of such taxes.


4. Termination of Lease. (a) CBS shall have the right to terminate this Lease, upon one (1) year's prior written notice to Koplar, at any time during the term of this Lease, as said term may be extended pursuant to Article 2 herein, until the billing dispute on payment for downlink


8


services has been resolved in writing by both parties, and this Lease shall terminate on the date specified in CBS' notice. Koplar shall not be obligated to make any further payments of Fixed Rental hereunder as of the termination date specified in CBS' notice. Notwithstanding the foregoing. in the event Koplar is unable, after utilizing its best ef ...