Exhibit 10.1
TIME BROKERAGE AGREEMENT
Time Brokerage Agreement (the "Agreement") dated as of July 1,1996, by
and among North Shore Broadcasting Corporation ("North Shore") and Seashore
Broadcasting Corporation ("Seashore"), both New Jersey corporations (hereinafter
referred to as "Licensees") and Nassau Broadcasting Partners, L.P., a Delaware
Limited Partnership (the "Broker").
WITNESSETH:
WHEREAS, North Shore is authorized to operate Radio Station WOBM (AM),
licensed to Lakewood, New Jersey, and Seashore is authorized to operate Radio
Station WOBM (FM), licensed to Toms River, New Jersey (hereinafter collectively
referred to as the "Stations"), pursuant to licenses issued by the Federal
Communications Commission ("FCC");
WHEREAS, all owners of the issued and outstanding shares of the capital
stock of the Licensees (the "Shareholders") and Broker have entered into a Stock
Purchase Agreement, dated of even date herewith (the "Purchase Agreement"),
pursuant to which the Shareholders have agreed to sell to Broker all such shares
of capital stock of the Licensees (the "Shares");
WHEREAS, the parties hereto have carefully considered the FCC's time
brokerage policies and intend that this Agreement in all respects comply with
such policies;
WHEREAS, Licensees desire to enter into this Agreement to provide an
interim source of diverse programming and income to sustain the operations of
the Stations until the Closing under the Purchase Agreement;
WHEREAS, Broker desires to provide an over-the-air program Service to
Monmouth and Ocean Counties, New Jersey, using the facilities of the Stations;
WHEREAS, Licensees agree to provide time on the Stations to Broker on
terms and conditions that conform to the policies of the Stations and the FCC
for time brokerage arrangements and as set forth herein; and
WHEREAS, Broker agrees to utilize the facilities of the Stations solely to
broadcast programming that conforms with the policies of the Licensees and with
all rules, regulations and policies of the FCC and as set forth herein.
NOW, THEREFORE, for and in consideration of the mutual covenants herein
contained, the parties hereto have agreed and do agree as follows:
1. Facilities. Licensees agree to make broadcasting transmission
facilities of each of the Stations available to Broker for a minimum of 158
hours per week (the "Minimum"), which will facilitate the broadcasting of
Broker's programs (the "Programs"), which shall originate either from Broker's
own studios or from Licensees' facilities or from other studios contracted for
by Broker. The Programs are described in Attachment I hereto; provided, however,
that the facilities made available to Broker shall not include the Stations'
subcarrier(s) as long as it does not interfere with the principal signal.
Licensees retain all rights to lease its subcarrier(s); provided, however, that
any lease entered into by Licensees shall be terminable by Licensees upon thirty
(30) days notice. Broker and Licensees represent to each other that they have,
and will have throughout the term of this Agreement, the capability of
transmitting either by STL or phone lines from their respective broadcast and
transmission studios.
2
2. Payments. The compensation to be paid to Licensees for the broadcasting
time shall be the reimbursement of Licensees' expenses as set forth in
Paragraphs 8 and 9, commencing with July 1, 1996 (the "Effective Date"). The
failure of Licensees to demand or insist upon prompt payment in accordance
herewith shall not constitute a waiver of its right to such payment. Licensee
shall pay Broker for any programming, up to the Minimum, produced by it and not
broadcast by the Stations, such amount to be determined by multiplying the Fixed
Stow Payments (as defined in the Purchase Agreement) by the ratio of the amount
of time preempted or not accepted to the total number of broadcast hours up to
the Minimum produced by Broker each month.
3. Term. This Agreement shall become effective as of the Effective Date
and shall terminate upon the earlier of (a) the Closing Date (as that term is
defined in the Purchase Agreement) or (b) the time for termination specified in
this Agreement.
4. Programs. Broker shall furnish or cause to be furnished the artistic
personnel and material for the Programs as provided by this Agreement and all
Programs shall be in good taste and in accordance with the rules, regulations
and policies of the FCC. All Programs shall be prepared and presented in
conformity with the regulations prescribed in Attachment III hereto. All
advertising spots and promotional material or announcements shall comply with
all applicable federal, state and local regulations and policies.
5. Stations Facilities.
5.1 Operation of Station. Licensees represent that the Stations now
operate and will continue to operate in accordance with the authorizations
issued by the
3
FCC. Throughout the term of this Agreement, Licensees shall make the Stations
available to the Broker for operation with the maximum authorized facilities
twenty-four (24) hours a day, seven (7) days a week, except for: (i) up to ten
(10) hours per week for public affairs, news, information and other
non-entertainment programming intended to address the needs and interests of the
Stations' service area; (ii) down-time occasioned by routine maintenance not
to exceed two (2) hours each Sunday morning between the hours of 12 Midnight and
6:00 a.m. Any routine maintenance work affecting the operation of the Stations
at full power shall be scheduled upon, if practicable, at least forty-eight
(48) hours prior notice to Broker; and (iii) STL and phone lines as set forth in
Paragraph 1 hereof.
5.2 Interruption of Normal Operations. If any of the Stations suffer
loss or damage of any nature to their transmission facilities which results in
the interruption of service or the inability of any of the Stations to operate
with their maximum authorized facilities, pursuant to the authorization under
which the Stations are then operating, Licensees shall immediately notify Broker
and shall undertake such repairs as necessary to restore the full-time operation
of the Stations with their then maximum authorized facilities within thirty (30)
days from the occurrence of such loss or damage. If such repairs are not made
within the allotted period, Broker may give notice to Licensees of Broker's
intention to terminate this Agreement and the Purchase Agreement, in which event
this Agreement and the Purchase Agreement shall terminate on the thirtieth (30)
day following such notice, any other provision of this Agreement notwithstanding
unless the repairs are made prior to the expiration of said thirty (30) day
period.
4
6. Handling of Mail. Except as required to comply with the FCC rules and
policies, including those regarding the maintenance of the public inspection
file (which shall at all times remain the responsibility of Licensees),
Licensees shall not be required to receive or handle mail, cables, telegraph or
telephone calls in connection with the Programs broadcast hereunder unless
Licensees have agreed in writing to do so.
7. Programming and Operations Standards. Broker agrees to abide by the
standards set forth in this Attachment III hereto in its programming and
operations. Broker further agrees that if, in the sole judgment of Licensees, or
the Stations' General Manager, Broker does not comply with said standards,
Licensees, or either of them, may suspend or cancel any program not in
compliance.
8. Responsibility for Employees and Expenses. Broker shall employ and be
responsible for the salaries, taxes, insurance and related costs for all
personnel used in the production of its programming (including salespeople,
traffic personnel, board operators and programming staff). Licensees will
provide and be responsible for the Stations' personnel necessary for the
broadcast transmission of the Programs (including, without limitation, a
full-time Station Manager) and will be responsible for the salaries, taxes,
insurance and related costs for all the Stations' personnel used in the
broadcast transmission of the Programs. Whenever on the Stations' premises, all
personnel shall be subject to the supervision and the direction of Licensees'
Station Manager. Broker shall reimburse Licensee for the salary, taxes,
insurance and related costs for the Licensees' Station Manager(s), all telephone
calls associated with program production and listener responses, for all fees to
ASCAP, BMI and SESAC,
5
and for any other copyright fees attributable to its programming broadcast on
the Stations.
9. Treatment of Licensees' Revenues. Broker shall retain all Licensees'
revenues received on the Effective Date and during the term of this Agreement
and shall reimburse Licensee for all expenses related to the operation of the
Stations, including but not limited to insurance premiums, real estates taxes,
maintenance and repair of real and personal property of Licensee ("Accounts
Payable"), except for principal payments due on the Mortgage to Fleet. Licensees
shall cooperate with Broker in order to ensure Broker receives all such
revenues, including executing all assignments and other instruments necessary to
insure such receipt. To the extent Accounts Payable exceed accounts receivable
from the sale of advertising time on the Stations as of the date of this
Agreement, Licensee shall pay Broker the difference between such amounts within
fifteen (15) days.
10. Control of Station. Notwithstanding anything to the contrary in this
Agreement, Licensees shall have full authority and power over the operations of
the Stations during the period of this Agreement Licensees shall provide and pay
for the Manager(s) of the Stations, who shall report and be accountable solely
to Licensees and who shall direct the day-to-day operation of the Stations.
Licensees shall retain control, said control to be reasonably exercised, over
the policies, programming and operations of the Stations, including, without
limitation, the right to decide whether to accept or reject any programming or
advertisements, the right to preempt any Programs in order to broadcast a
program deemed by Licensees to be of greater national, regional or local
interest, and the right to take any other actions necessary for
6
compliance with the laws of the United States, the State of New Jersey, the
rules, regulations and policies of the FCC, and the rules, regulations and
policies of other federal governmental authorities, including the Federal Trade
Commission and the Department of Justice. Licensees and Broker shall cooperate
with one another in meeting all of the FCC's requirements with respect to public
service programming, for maintaining the political and public inspection files
of each of the Stations' logs and for the preparation of issues/Programs lists.
Broker shall, upon request by Licensees, provide Licensees with information with
respect to such of the Programs which are responsive to public needs and
interest so as to assist Licensees in the preparation of required programming
reports and will provide, upon request, other information to enable Licensees to
prepare other records, reports and logs required by the FCC or other local,
state or federal governmental agencies.
11. Special Events. Licensees reserve the right, to preempt any of the
broadcasts of the Programs referred to herein and to use part or all of the time
contracted for herein by Broker to broadcast special events of importance. In
all such cases, Licensees will use their best efforts to give Broker reasonable
notice of their intention to preempt such broadcast or broadcasts and, in the
event of such preemption, Broker shall receive a payment credit for the
broadcasts so omitted. In addition, Licensees shall be responsible for insuring
that each of the Stations' identification announcements are broadcast in
accordance with FCC requirements, and Broker shall cooperate with Licensees to
facilitate such broadcasts.
12. Force Majeure. Any failure or impairment of facilities or any delay or
interruption in broadcasting Programs or failure at any time to furnish
facilities, in whole
7
or in part, for broadcasting due to acts of God, strikes, or threats thereof,
force majeure, or due to causes beyond the control of Licensees, shall not
constitute a breach of this Agreement, and Licensees will not be liable to
Broker.
13. Right to Use the Programs. The right to use the Programs produced by
Broker and to authorize their use in any manner and in any media whatsoever
shall be and remain vested in Broker.
14. Payola. Broker agrees that neither it nor any of its employees or
agents will accept any compensation or any kind of gift or gratuity of any kind
whatsoever, regardless of its value or form, including, but not limited to, a
commission, discount, bonus, materials, supplies or other merchandise, services
or labor, whether or not pursuant to written contracts or agreements between
them and merchants or advertisers, unless, to the extent required by the FCC,
the payer is identified in the program as having paid for or furnished such
consideration. Broker agrees annually, or more frequently upon the request of
Licensees, to provide Licensees with Payola Affidavits substantially in the form
attached hereto as Attachment IV.
15. Compliance with Law. Broker agrees that, throughout the term of this
Agreement, Broker will materially comply with all laws and regulations
applicable in the conduct of Licensees' business, and Broker acknowledges that
Licensees have not urged, counseled or advised the use of any unfair business
practice.
16. Political Advertising. Broker shall cooperate with Licensees as
Licensees comply with the political broadcasting requirements of the Federal
Communications Act of 1934, as amended (the "Act") and the FCC's rules and
policies thereunder. Broker shall supply such information promptly to Licensees
as may be
8
necessary to comply with the lowest unit charge requirements of Section 315 of
the Act. To the extent that Licensees believe necessary, in Licensees sole
discretion, Broker shall release advertising availabilities to Licensees to
permit them to comply with its reasonable access provisions of Section 312(a)(7)
of the Act, the equal opportunities provision of Section 315 of the Act, and the
rules and policies of the FCC thereunder; provided, however, that all revenues
realized by Licensees as a result of such a release of advertising time shall
promptly be remitted to Broker. In any event, with respect to the Stations,
Licensees must oversee and take ultimate responsibility with respect to the
provision of equal opportunities, lowest unit charge, and reasonable access to
political candidates, and compliance with the political broadcast rules and
policies of the FCC.
17. Indemnification; Warranty. Broker will indemnify and hold Licensees,
or either of them, harmless against all liability for its material breach of
representations, warranties or covenants as well as for libel, slander, illegal
competition or trade practice, infringement of trademarks, trade names or
program titles, violation of rights of privacy, and infringement of copyrights
and proprietary rights resulting from the broadcast of Programs furnished by
Broker. Further, Broker warrants that the broadcasting of the Programs will not
violate any rights of others, and Broker agrees to hold Licensees harmless from
any and all claims, damages, liability, costs and expenses, including reasonable
attorneys' fees, arising from the broadcasting of the Programs. Licensees
reserve the right to refuse to broadcast any Programs containing matter which is
or, in the reasonable opinion of Licensees, may be, or which a third-party
claims to be, violative of any right of Licensees or which may constitute a
personal
9
attack as the term is and has been defined by the Commission. Broker's
obligation to hold Licensees harmless against the liabilities specified above
shall survive any termination of this Agreement until the expiration of all
applicable statutes of limitation. Reciprocally, Licensees, or either of them,
shall indemnify and hold Broker harmless against all liability for their
material breach of representations, warranties or covenants as well as for
libel, slander, illegal competition or trade practices, infringement or
trademarks, trade names or program titles, violations of rights of privacy and
infringement of copyrights and proprietary rights resulting from programming
furnished by Licensees. Further, Licensees warrant that the broadcasting of the
Programs will not violate any rights of others, and Licensees agree to hold
Broker harmless for any loss, damage or injury or any kind (including reasonable
legal fees and related costs) arising from the broadcast of programming on the
Stations furnished by Licensees. Licensees' obligation to' hold Broker harmless
against the liabilities specified above shall survive any termination of this
Agreement until the expiration of the applicable statute of limitations.
18. Events of Default; Cure Periods and Remedies.
18.1 Events of Default. The following shall, after the expiration of
the applicable cure periods, constitute Events of Default under the Agreement:
18.1.1 Non-Payment. Broker's failure to timely pay the
consideration provided for in Paragraph 2 hereof; or
18.1.2 Default in Covenants or Adverse Legal Action. The
default by either party hereto in the material observance or performance of any
material covenant, condition or agreement contained herein or in the Purchase
Agreement, or if
10
either party shall (a) make a general assignment for the benefit of creditors,
(b) files or has filed against it a petition for bankruptcy, for reorganization
or for the appointment of a receiver, trustee or similar creditors'
representative for the property or assets of such party under any federal or
state insolvency law, which, if filed against such party, has not been
dismissed or discharged within sixty (60) days thereof; or
18.1.3 Breach of Representation. If any material
representation or warranty herein made by either party hereto or in any
certificate or document furnished by either party to the other pursuant to the
provisions hereof shall prove to have been false or misleading in any material
respect as of the time made or furnished; or
18.1.4 Substitution of Programming. If other than the hours
described in Section 5.1(i) hereof, Licensees preempt or substitute other
programming for that supplied by Broker during five and one-half (5.5%)
percent or more of the total hours of operation of each of the Stations during
any calendar month.
18.2 Cure Periods. An Event of Default shall not be deemed to have
occurred until twenty-five (25) business days, or fifteen (15) days in the event
of a monetary default, after the non-defaulting party has provided the
defaulting party with written notice specifying the event or events that, if not
cured, would constitute an Event of Default and specifying the actions
necessary to cure within such period. This period may be extended for a
reasonable period of time if the defaulting party is acting in good faith to
cure and such delay is not materially adverse to the other party.
18.3 Termination Upon Default. In the event of the occurrence of an
Event of Default pursuant to this Agreement or the Purchase Agreement, the non-
11
defaulting party may terminate this Agreement and/or the Purchase Agreement
after any relevant cure period provided herein or therein if that party is not
also in material default pursuant to this Agreement or the Purchase Agreement.
If Licensees terminate this Agreement because Broker has defaulted in the
performance of its obligations under this Agreement or the Purchase Agreement,
Licensees shall be under no further obligation to make available to Broker any
further broadcast time or broadcast transmission facilities and all amounts
accrued or payable to Licensees up to the date of termination which have not
been paid, less any payments made on behalf of Licensees by Broker and any
payment credits, shall immediately become due and payable.
18.4 Liabilities Upon Termination. Broker shall be responsible for
all liabilities, debts and obligations of Broker accrued from the purchase of
air time and use of transmission facilities, including, without limitation,
Broker's accounts payable, barter agreements and unaired advertisements, but not
for Licensees' federal, state and local tax liabilities associated with Broker's
payments to Licensees as provided herein. With respect to Broker's obligations
for consideration in the form of air time, Broker may propose compensation to
Licensees for meeting these obligations, but Licensees shall be under no duty to
accept such compensation or to perform such obligations.
19. Termination Upon Order of Governmental Authority. The parties intend
that this Agreement shall comply with all applicable federal, state and local
regulations. In the event that a federal, state or local governmental authority
designates a hearing with respect to the continuation or renewal of any
licenses,
12
permits or authorizations held by Licensees for the operation of each of the
Stations or orders the termination of this Agreement and/or the curtailment in
any manner material to the relationship between the parties hereto of the
provision of programming by Broker hereunder, Broker, at its option, may seek
administrative or judicial appeal of or relief from such order(s) (in which
event Licensees shall cooperate with Broker provided that Broker shall be
responsible for legal fees incurred in such proceedings) or Broker shall notify
Licensees that they will terminate this Agreement in accordance with such
order(s). If the FCC designates any renewal application of the Stations for a
hearing or commences a hearing to consider revocation of any license or permit
for the Stations as a consequence of this Agreement or for any reason other than
the fault of Broker, Licensees shall be responsible for expenses they incur as a
consequence of the FCC proceeding; provided, however, that Broker shall
cooperate and comply with any reasonable request of Licensees to assemble and
provide to the FCC information relating to Broker's performance under this
Agreement. In the event of termination upon such governmental order(s), Broker
shall pay to Licensees any fees due but unpaid as of the date of termination
unless prohibited by such order(s) and Licensees shall reasonably cooperate with
Broker to the extent permitted to enable Broker to fulfill advertising or other
programming contracts then outstanding, in which event Licensees shall receive
as compensation for such advertising or programming that which otherwise would
have been paid to Broker thereunder. Thereafter, neither party shall have any
liability to the other under the Agreement except as may be provided pursuant to
Paragraph 16 hereof.
13
20. Representations and Warranties.
20.1 Mutual Representations and Warranties. Licensees and Broker
represent that they are legally qualified, empowered and able to enter into this
Agreement, and that the execution, delivery and performance hereof shall not
constitute a breach or violation of any agreement, contract or undertaking to
which any party is subject or by which it is bound. Licensees and Broker
warrant, represent, covenant and certify that Licensees maintain, and shall
continue to maintain, ultimate control over each of the Stations' facilities
during the term of this Agreement, including, without limitation, control over
each of the Stations' finances, personnel and programming. Licensees and Broker
represent and warrant that they have taken all necessary corporate and other
action to make this Agreement legally binding on such party, and that the
individuals signing this Agreement on their behalf have been fully authorized
and empowered to execute this Agreement.
20.2 Licensees' Representations, Warranties and Covenants. Licensees
makes the following further representations, warranties and covenants:
1. Authorizations. Licensees hold and own all licenses and
other permits and authorizations necessary for the operation of each of the
Stations as presently conducted (including licenses, permits and authorizations
issued by the FCC), and such licenses, permits and authorizations will be in
full force and effect for the entire term hereof, unimpaired by any acts or
omissions of Licensees or of any of their principals, employees, or agents.
2. Litigation. Except as set forth in Schedule 4(g) of the
Purchase Agreement, there is not now pending or, to the knowledge of Licensees,
or
14
either of them, threatened, any action by the FCC or any other party to revoke,
cancel, suspend, refuse to renew or modify adversely, any of the licenses,
permits or authorizations necessary to the operation of each of the Stations
(other than proceedings of general applicability to the radio broadcast
industry). Licensees, or either of them, have no reason to believe that any such
license, permit or authorization will not be renewed in its ordinary course.
20.3 Brokers Representations, Warranties and Covenants. The Broker
hereby verifies that the arrangement contemplated by this Agreement complies
with the ownership limitations set forth in the Telecommunications Act of 1996,
as adopted February 8,1996.
21. FCC Compliance. Notwithstanding anything herein contained to the
contrary, this Agreement, any related agreements and the parties' performance
hereunder and thereunder (i) do not and will not constitute, create, or have the
effect of constituting or creating, directly or indirectly, actual or practical
ownership of Licensees or any of the Stations by Broker or control, affirmative
or negative, direct or indirect, by the Broker over the programming, management,
or any other aspect of the operation of the Licensees or any of the Stations,
which ownership and control will remain exclusively and at all times in the
Licensees; and (ii) do not and will not constitute the transfer, assignment, or
disposition in any manner, voluntarily or involuntarily, directly or indirectly,
of any license or permit at any time issued by the FCC to the Licensees or the
transfer of control of the Licensees within the meaning of Section 310(d) of the
Act, without the FCC's necessary prior written consent having been obtained.
15
22. Modification and Waiver. No modification or waiver of any provision of
this Agreement shall in any event be effected unless the same shall be in
writing and signed by the party adversely affected by the waiver or
modification, and then such waiver and consent shall be effective only in the
specific instance and for the purpose for which given.
23. No Waiver; Remedies Cumulative. No failure or delay on the part of
Licensees or Broker in exercising any right or power hereunder shall operate as
a I waiver thereof, nor shall any single or partial exercise of any such right
or power, or any abandonment or discontinuance of steps to enforce such a right
or power, preclude any other or further exercise thereof or the exercise of any
other right or power. The rights and remedies of Licensees and Broker herein
provided are cumulative and are not exclusive of any right or remedies which
they may otherwise have.
24. Construction. This Agreement shall be construed in accordance with the
laws of the State of New Jersey, and the obligations of the parties hereto are
subject to all federal, state or municipal laws or regulations now or
hereafter in force and to the regulations of the FCC and all other
governmental bodies or authorities presently or hereafter to be constituted.
25. Headings. The headings contained in this Agreement are included for
convenience only and no such heading shall in any way alter the meaning of any
provision.
26. Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of the parties and their respective successors and assigns,
including, without limitation, any assignee of the Licensees for the FCC
licenses for the
16
Stations. Licensees and Broker shall not be permitted to assign this Agreement
without obtaining the consent of the other party, which consent may be withheld
for any reason whatsoever.
27. Counterpart Signatures. This Agreement may be signed in one or more
counterparts, each of which shall be deemed a duplicate original, binding on the
parties hereto notwithstanding that the parties are not signatory to the
original or the same counterpart.
28. Notices. Any notice required hereunder shall be in writing and any
payment, notice or other communications shall be deemed given when delivered
personally or mailed by certified mail or Federal Express, postage prepaid, with
return receipt requested, and addressed In accordance with the listing set forth
in Attachment V hereto. If mailed, notice shall be deemed given three (3) days
after it is mailed.
29. Entire Agreement. This Agreement, which includes the attached Exhibits
and Schedules and the Purchase Agreement, embodies the entire agreement between
the parties and there are no other agreements, representations, warranties or
understandings, oral or written, between them with respect to the subject matter
hereof. No alterations, modification or change of this Agreement shall be valid
unless by like written instrument.
30. No Partnership or Joint Venture Created. Nothing in this Agreement
shall be construed to make Licensees and Broker partners or joint venturers of
the other. None of the parties hereto shall have the right to bind the others to
transact any business in the other's name or on its behalf, in any form or
manner or to make any
17
promises or representations on behalf of the other except as expressly provided
for herein.
31. Severability. In the event that any of the provisions contained in
this Agreement are held to be invalid, illegal or unenforceable it shall not
affect any other provision hereof and this Agreement shall be construed as if
such invalid, illegal or unenforceable provisions had not been contained herein.
18
IN WITNESS WHEREOF, the parties xxxx executed this Agreement as of the
date first above written.
NORTH SHORE BROADCASTING
CORPORATION
By: /s/ Xxx X. Xxxxxxx
-------------------------------------
Xxx X. Xxxxxxx
SEASHORE BROADCASTING
CORPORATION
By: /s/ Xxx X. Xxxxxxx
-------------------------------------
Xxx X. Xxxxxxx
NASSAU BROADCASTING
PARTNERS, L.P.
By: Nassau Broadcasting Holdings, Inc.,
Its general partner
By: /s/ Xxxxx X. Xxxxxxxxxx, Xx.
-------------------------------------
Xxxxx X. Xxxxxxxxxx, Xx., President
19
TIME BROKERAGE AGREEMENT
ATTACHMENT I
Broker will broadcast an adult contemporary entertainment format which may
include news as well as promotions (including on-air giveaways) and contests.
Programming provided by Broker may include commercial matter, including that in
both program or spot announcement forms, as well as entertainment and public
service programming.
21
TIME BROKERAGE AGREEMENT
ATTACHMENT II
INTENTIONALLY BLANK
22
TIME BROKERAGE AGREEMENT
ATTACHMENT III
Broker agrees to cooperate with Licensees in the broadcasting of Programs
of the highest possible standard of excellence and for this purpose to observe
the following regulations in the preparation, writing and broadcasting of its
Programs:
I. Respectful of Faiths. The subject of religion and references to
particular faiths, tenets and customs shall be treated with respect at all
times.
II. No Denominational Attacks. Programs shall not be used as a medium for
attack on any faith, denomination or sect or upon any individual or
organization.
III. Controversial Issues. Any discussion of controversial issues of
public importance shall be reasonably balanced with the presentation of
contrasting viewpoints in the course of overall programming; no attacks on the
honesty, integrity or like personal qualities of any person or group of persons
shall be made during the discussion of controversial issues of public
importance; and during the course of political campaigns, Programs are not to be
used as a forum for editorializing about individual candidates. If such events
occur, Licensees may require that responsive programming be aired.
IV. Donation Solicitation. Requests for donations in the form of a
specific amount, for example, $1.00 to $5.00, shall not be made if there is any
suggestion that such donation will result in miracles, cures or prosperity.
However, statements generally requesting donations to support the broadcast or
church may be permitted.
23
V. No Ministerial Solicitations. No invitations by a minister or other
individual appearing on the program to have listeners come and visit him or her
for consultation or the like shall be made if such invitation implies that the
listeners will receive consideration, monetary gain or cures for illness.
VI. No Vending of Miracles. Any exhortation to listeners to bring money to
a church affair or service is prohibited if the exhortation, affair or service
contains any suggestion that miracles, cures or prosperity will result.
VII. Sale of Religious Artifacts. The offering for sale of religious
artifacts or other items for which listeners would send money is prohibited
unless such items are readily available in ordinary commerce or are clearly
being sold for legitimate fundraising purposes.
VIII. No Miracle Solicitation. Any invitations to listeners to meet at
places other than the church and/or to attend other than regular services of the
church is prohibited if the invitation, meeting or service contains any claim
that miracles, cures or prosperity will result.
IX. No Claims of Undocumented Miracles. Any claims of miracles or cures
not documented in biblical scripture and quoted in context are prohibited; e.g.,
this prohibits the minister and/or other individual appearing on the program
from personally claiming any cures or miracles and also prohibits the
presentation of any testimonials regarding such claims, either in person or in
writing.
24
X. No Plugola or Payola. The mention of any business activity or "plug"
for any commercial, professional or other related endeavor, except where
contained in an actual commercial message of a sponsor, is prohibited.
XI. No Lotteries. Announcements giving any information about lotteries or
games prohibited by federal or state law or regulation are prohibited.
XII. No "Dream Books". References to "dream books", the "straight line" or
other direct or indirect descriptions or solicitations relative to the "numbers
game" or the "policy game" or any other form of gambling are prohibited.
XIII. No Numbers Games. References to chapter and verse numbers, paragraph
numbers or song numbers which involve three (3) digits should be avoided and,
when used, must relate to the overall theme of the program.
XIV. Election Procedures. At least ninety (90) days before the start of
any primary or regular election campaign, Broker will clear with Licensees'
General Manager the rate Broker will charge for the time to be sold to
candidates for public office and/or their supporters to make certain that the
rate charged conforms to all applicable laws and Station policy.
XV. Spot Commercial Limitations. With respect to any given segment of air
time hereunder, the amount of spot commercial matter shall not exceed twenty
(20) minutes during any sixty (60) minute segment. Broker will provide, for
attachment to each of the Stations' logs, a list of all commercial announcements
carried during its programming,
25
XVI. Required Announcements. Broker shall broadcast (i) an announcement in
a form satisfactory to Licensees at the beginning of each hour to
identify Station call letters, (ii) an announcement at the beginning and end of
each program and hourly, as appropriate, to indicate that program time has been
purchased by Broker; and (iii) any other announcement that may be required by
law, regulation or Station policy.
XVII. Credit Terms Advertising. Pursuant to rules of the Federal Trade
Commission, no advertising of credit terms shall be made over the Station beyond
mention of the fact that, if desired, credit terms are available.
XVIII. Commercial Recordkeeping. Broker shall not receive any
consideration in violation of the FCC's sponsorship identification rule and the
anti-payola provisions of the Communications Act. No commercial messages
("plugs") or undue references shall be made in programming presented over each
of the Stations to any business venture, profit-making activity, or other
interest (other than non-commercial announcements for bona fide. charities,
church activities or other public service activities) in which Broker (or anyone
else) is directly or indirectly interested without the same having been approved
in advance by Licensees' General Managers and such broadcast being announced and
logged and sponsored.
XIX. No Illegal Announcements. No announcements or promotion prohibited by
federal or state law or regulation of any lottery or game shall be made over
each of the Stations. Any game, contest or promotion relating to or to be
presented over the Stations must be fully stated and explained in advance to
Licensees which reserves the right, in its sole discretion, to reject any game,
contest or promotion.
26
XX. Programming Prohibitions. Broker shall not knowingly broadcast any of
the following Programs or announcements:
A. False Claims. False or unwarranted claims for any product or service.
B. Unfair Imitation. Infringements of another advertiser's rights through
plagiarism or unfair limitation or either program idea or copy, or any other
unfair competition.
C. Commercial Disparagement. Any disparagement of competitors or
competitive goods.
D. Profanity. Any Programs or announcements that are slanderous, obscene,
profane, vulgar, repulsive or offensive, either in them or treatment.
E. Price Disclosure. Any price mentions except as permitted by Licensees'
policies current at the time.
F. Descriptions of Bodily Functions. Any programming which describes in a
repellent manner internal bodily functions or symptomatic results or internal
disturbances.
G. Unauthenticated Testimonials. Any testimonials which cannot be
authenticated.
H. Conflict Advertising. Any advertising matter or announcement which may,
in the opinion of Licensees, be injurious or prejudicial to the interests of the
public, each of the Stations, or honest advertising and reputable business in
general.
27
Licensees, may waive any of the foregoing regulations in specific
instances if, in its reasonable opinion, good broadcasting in the public
interest will be served thereby.
In any case where questions of policy or Interpretation arise, Broker
shall submit the same to Licensees for decision before making any commitments in
connection therewith.
28
TIME BROKERAGE AGREEMENT
ATTACHMENT IV
County of
State of New Jersey
ANTI-PAYOLA PLUGOLA AFFIDAVIT
Xxxxx X. Xxxxxxxxxx, Xx., being first duly sworn, deposes and says as
follows:
1. He is the President of the General Partner for Nassau Broadcasting
Partners, L.P. ("Broker').
2. He has acted in the above capacity since (date).
3. No matter has been provided for broadcast by Stations WOBM (AM) and
WOBM (FM) (hereinafter collectively referred to as the "Stations"), for which
service, money or other valuable consideration has been directly or indirectly
paid, or promised to, or charged, or accepted, by him from any person, which
matter at the time so broadcast has not been announced or otherwise indicated as
paid for or furnished by such person.
4. So far as he is aware, no matter has been provided for broadcast by the
Stations for which service, money or other valuable consideration has been
directly or indirectly paid, or promised to, or charged, or accepted by the
Stations by the Broker, or by any independent contractor engaged by the Broker
in furnishing Programs, from any person, which matter at the time so broadcast
has not been announced or otherwise indicated as paid for or furnished by such
person.
29
5. In the future, he will not pay, promise to pay, request or receive any
money or any other valuable consideration, direct or indirect, from a
third-party in exchange for the influencing of, or the attempt to influence, the
preparation or presentation of broadcast matter on the Stations.
6. Except as may be reflected in Paragraph 7 hereof, neither he, his
spouse nor any member of his immediate family, has any present, direct or
indirect, ownership interest In any entity engaged in the following business or
activities (other than an investment in a corporation whose stock is publicly
held), serves as an officer or director of, whether with or without
compensation, or serves as an employee of, any entity engaged in the following
business or activities:
a. the publishing of music;
b. the production, distribution (including wholesale and retail
sales outlets), manufacture or exploitation of music, films, tapes, recordings
or electrical transcriptions of any program material intended for radio
broadcast use;
c. the exploitation, promotion or management of persons rendering
artistic, production and/or other services in the entertainment field;
d. the ownership or operation of one or more radio or television
stations;
e. the wholesale or retail sale of records intended for public
purchase; and
f. the sale of advertising time other than on the Stations or any
other station owned by the Broker.
30
7. A full disclosure of any such interest referred to in Paragraph 6 above
is as follows:
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________
Affiant
Subscribed and sworn to before me
this ___ day of ___________ , 1996
________________________________
Notary Public
My commission expires:________
31
TIME BROKERAGE AGREEMENT
ATTACHMENT V
If the notice is to Licensees, to it at:
North Shore Broadcasting Corporation
Seashore Broadcasting Corporation
X.X. Xxx 000
Xxxx Xxxxx, Xxx Xxxxxx 00000
Attention: Xxxxxx X. Xxxxxxxx
with a copy to:
Bathgate, Xxxxxx & Xxxx
A Professional Corporation
Xxx Xxxxxxx Xxxx
X.X. Xxx 0000
Xxxxxxxx, Xxx Xxxxxx 00000
Attention: Xxxxxxxx X. Xxxxxxxx, Esq.
If the notice is to Broker:
Nassau Broadcasting Partners, L.P.
000 Xxxxxxxxx Xxxx
Xxxxxxxxx, Xxx Xxxxxx 00000
Attention: Xxxxx X. Xxxxxxxxxx, Xx.
with a copy to:
Xxxxxx & Xxxxxxxx
A Professional Corporation
00 Xxxx Xxxxx Xxxxxx, Xxxxx 0000
X.X. Xxx 0000
Xxxxxxx, Xxx Xxxxxx 00000-0000
Attention: Xxxx X. Xxxxxx
32
