Exhibit 10.5
TIME BROKERAGE AGREEMENT
THIS AGREEMENT is made and entered into as of this 8TH day of MAY, 2000 by
and between XXXXXXX RADIO NEW MEXICO, INC, ("Xxxxxxx"), a New Mexico corporation
and VANGUARD MEDIA LLC ("Vanguard"), a New Mexico limited liability company,
collectively "the parties."
RECITALS
Xxxxxxx operates a group of radio stations in the Albuquerque, New Mexico
area. Xxxxxxx desires to change the format of its AM station operating on 1600
kHz. to an All-news format to enhance its service to the people of the
Albuquerque area, thus increasing its radio audience so as to induce advertisers
to purchase advertising time on its group of stations.
Vanguard has built a new AM broadcast station to serve the Albuquerque
radio market. Vanguard desires to maximize Its service to the people of
Albuquerque by broadcasting an Adult Standards format similar to that currently
broadcast on 1000 kHz., and wishes to make a portion of its available
advertising inventory available to Xxxxxxx.
NOW, THEREFORE, to the benefit of both parties, Xxxxxxx and Vanguard agree
as follows:
1. Commencing on June 15, 2000, Vanguard will simultaneously broadcast the
existing Xxxxxxx 1600 kHz, Westwood One Adult Standards programming on
Vanguard's 1550 kHz. station. During this initial one-week simulcast period,
frequent promotional announcements will be broadcast to inform the 1600 kHz.
station listeners that the Adult Standards format will be moving to the 1550
kHz. station.
2. Commencing on June 22, 2000, Xxxxxxx will cease broadcasting the
Westwood One Adult Standards format on its 1600 kHz. station, and Vanguard will
initiate local Adult Standards programming on its 1550 kHz. station on a 24-hour
basis. During this second one-week simulcast period, Xxxxxxx' 1600 kHz. station
will simultaneously broadcast Vanguard's 1550 kHz. station programming, During
this second simulcast period, frequent promotional announcements will be
broadcast to inform 1600 kHz. station listeners of the new format which will be
broadcast on a continuing basis on 1550 kHz.. Additionally, Vanguard will
broadcast frequent promotional announcements informing its radio audience of the
new All-news format Xxxxxxx will be initiating on its 1600 kHz. station.
3. Commencing on June 29, 2000, the simultaneous broadcast will cease, with
Xxxxxxx assuming their new All-news format on its 1600 kHz. station, with
Vanguard continuing to broadcast its local Adult Standards format on its 1550
kHz. station.
4. For the term of this agreement, Xxxxxxx agrees to purchase a minimum of
500 minutes of commercial inventory on Vanguard's 1550 kHz. station each
calendar month for the sum of $2000, such payment shall be due and payable in
advance on the first day of each calendar month. Vanguard agrees to sell Xxxxxxx
additional commercial inventory at a rate of $6 for each additional minute up to
750 minutes and at a rate of $7 for each additional minute up to 1000 Minutes.
Should Xxxxxxx desire to purchase additional commercial inventory on Vanguard's
1550 Khz. station, Vanguard
will make every reasonable effort to accommodate such a request at a rate
equitable to both parties.
5. The Xxxxxxx commercial inventory on Vanguard's 1550 kHz. station shall
be broadcast between the hours of 6 AM and 7 PM, on any day throughout the week.
Vanguard shall make every reasonable effort to accommodate Xxxxxxx' requests for
commercial placement, but reserves the right to limit Xxxxxxx' placement of
commercial inventory to four minutes in any one hour, and such inventory is not
to exceed 52 minutes in any one broadcast day. Xxxxxxx shall provide commercials
to Vanguard in a produced, ready-for-broadcast form such as .WAV or MP3 digital
audio files, audio tape, etc.
6. Xxxxxxx and Vanguard shall cross-promote the 1600 kHz. and 1550 kHz.
stations as follows; Prior to the end of each hour, Vanguard shall invite its
audience to listen to Xxxxxxx' All-news 1600 kHz. station. At the conclusion of
the top of the hour news, Xxxxxxx shall invite its audience to listen to
Vanguard's Adult Standards 1550 kHz. station. Each station shall broadcast
similar announcements near the half-hour each hour as well.
7. For the term of this agreement, Xxxxxxx agrees not to broadcast an Adult
Standards format on any of its stations within Vanguard's 1550 kHz. station 0.5
mV/m daytime coverage area, nor xxxx Xxxxxxx enter into a time brokerage
agreement or similar arrangement with any other station to broadcast the Adult
Standards format within the Vanguard 1550 kHz, station 0.5 mV/m daytime coverage
area.
8. It is understood and agreed by the parties that in order to comply with
FCC Rules and Regulations, Vanguard as Licensee shall have full and absolute
control
of the programming and day-to-day operation of its 1550 kHz. station.
9. It is the spirit and intent of this agreement that both Xxxxxxx and
Vanguard will work to the benefit of the other, and to that end, will meet on a
quarterly basis to discuss market objectives, sales strategies, and methods to
improve the ongoing relationship so as to maximize the benefits for both
parties.
10. This agreement shall inure to the benefit of successors and assigns of
the parties.
11. Xxxxxxx and Vanguard covenant that the execution and delivery of this
agreement and the performances contemplated hereby have been duly authorized and
approved by all necessary corporate action of Xxxxxxx, and of the managing
members of Vanguard. Xxxxxxx and Vanguard have full authority to enter into and
to perform this agreement and the actions contemplated hereby. This Agreement
constitutes a valid and binding Agreement enforceable in accordance with its
terms, except as limited by laws affecting rights and equitable principles
generally.
12. This agreement runs from the date of execution by both parties, and
terminates on June 30, 2002. This agreement however is subject to review by both
parties on December 31, 2000, June 30, 2001, and December 31, 2001. At that
time, either party may elect, with a sixty day notice, to terminate this
agreement.
13. This agreement will be construed according to the laws of the State of
New Mexico.
Agreed to and executed:
XXXXXXX MEDIA GROUP, INC. VANGUARD MEDIA LLC
BY: /s/ G. Xxxxx Xxxxxx By: /s/ Xxx Xxxxx
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G. Xxxxx Xxxxxx Xxx Xxxxx
Its: President A Managing Member
Date: 5-12-2000 Date: 5-8-2000
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XXXXXXX RADIO NEW MEXICO, INC. VANGUARD MEDIA LLC
BY: /s/ Xxxxx Xxxxxxx By: /s/ Xxxxxx Xxxxxx
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Xxxxx Xxxxxxx Xxxxxx Xxxxxx
Its: General Manager A Managing Member
