Exhibit 10.13
TIME BROKERAGE AGREEMENT
This Time Brokerage Agreement ("Agreement") is made and entered into as
of April 27, 1998, by and between The Freedom Network, Inc., a Delaware corpora
tion ("Freedom"), and Radio Unica Corp., a Delaware corporation ("Programmer").
W I T N E S S E T H
WHEREAS, an application is pending before the Federal Communications
Commission ("FCC") to assign the license for commercial AM broadcast station
KDFT (AM), licensed to broadcast on frequency 000 xXx xx Xxxxxx, Xxxxx (the
"Station"), to Freedom;
WHEREAS, Freedom has entered a Local Marketing Agreement ("LMA") with
the licensee of Station to broker broadcast time on the Station in accordance
with the FCC rules;
WHEREAS, Freedom has such broadcast time available and desires that
Programmer provide radio programming during that time, subject to the terms of
this Agreement and consistent with the LMA;
WHEREAS, Programmer desires to purchase time on the Station to present
its programming and to sell advertising time for inclusion in said programming,
and is willing to purchase that broadcast time, subject to the terms of this
Agreement.
NOW, THEREFORE, for and in consideration of the mutual covenants herein
contained, the parties hereto have agreed and do agree as follows:
1. Agreement Subject To LMA. The parties hereby acknowledge that
Freedom is not yet the FCC licensee of the Station, and as such does not
exercise control over the operations of the station or ultimate authority over
the programming on the Station. Moreover, until the consummation of the
assignment of the FCC licenses for the Station to Freedom, this Agreement is
subject to, and shall be interpreted in accordance with, the LMA between Freedom
and the FCC Licensee, a copy of which has been provided to Programmer. Prior to
the consummation of the assignment, "FCC Licensee" shall refer to Xxxxxxx X.
Xxxxxxxxx. Subsequent to the consummation of the assignment, "FCC Licensee"
shall refer to Freedom.
2. Term. The term of this Agreement shall commence on a date not
earlier than May 11, 1998 or later than May 18, 1998 (the "Commencement Date").
The Commencement Date shall be selected by Freedom by giving not less than ten
(10) days prior notice to Programmer. Starting on the Commencement Date, Freedom
agrees to make broadcast time available to Programmer in accordance with the
schedule described below and to cause to be broadcast on the Station the Pro
grammer's radio programs. This Agreement shall terminate on the second anniver
sary of the Commencement Date, unless extended by mutual agreement of the
parties hereto or terminated sooner pursuant to the terms of this Agreement.
3. Consideration.
3.1 Monthly Payments. As consideration for the air time made
available hereunder, Programmer shall make monthly payments to Freedom as set
forth in Attachment I hereto.
3.2 Additional Time. Consideration for additional time used by
Programmer for World Cup events shall be as set forth in Attachment I hereto.
4. Broadcast Operations.
4.1 Broadcast Schedule. Starting on the Commencement Date and
throughout the term of this Agreement, Freedom shall make available to
Programmer all of the broadcast time on the Station (i) from 7:00 a.m. until
2:00 p.m., Central Time, on a daily basis, Monday through Friday of each week,
and from (ii) 10:00 a.m. until 5:00 p.m. Central Time each Saturday (the
"Programmer Time"). Addi tionally, and to the extent outside the time periods
set forth herein, Freedom shall make available all necessary time required by
Programmer to carry all World Cup soccer matches, as set forth in Attachment II
hereto.
4.2 Maintenance. In the event that maintenance work affecting
the operation of the Station by the FCC Licensee is necessary during the
Programmer Time, Freedom shall use its best efforts to provide at least
forty-eight (48) hours prior notice to Programmer, subject to the FCC Licensee's
notice to Freedom. Following the consummation of the assignment of the Station
to Freedom, Freedom shall use its best efforts to schedule and perform any such
maintenance work at times other than during the Programmer Time.
4.3 Interruption Of Normal Operations; Force Majeure. Any
failure or impairment of facilities or any delay or interruption in the
broadcast of programs, in whole or in part, due to a cause beyond the control of
Freedom, shall not constitute a breach of this Agreement by Freedom, but may
result in a proration pursuant to Section 7.2 herein. If the Station suffers
loss or damage of any nature to its transmission facilities which results in the
interruption of service or the inability of the Station to operate with its
maximum authorized facilities, Freedom shall immediately notify Programmer.
5. Station Programming Policies.
5.1 Broadcast Station Programming Policy Statement. The FCC
Licensee has adopted, and the FCC Licensee and Freedom will enforce, a Broadcast
Station Programming Policy Statement (the "Policy Statement"), a copy of which
appears as Attachment III hereto. Programmer agrees and covenants that all pro
gramming, advertising spots, promotional material and announcements that it
provides for broadcast on the Station shall comply in all material respects with
(i) the Policy Statement; (ii) all applicable federal, state and local laws and
regulations, including the rules and regulations of the FCC and the Federal
Trade Commission ("FTC'), and the Communications Act of 1934, as amended
("Act"); and (iii) all subsequent changes to such rules and regulations and the
Act. Programmer acknowl edges that Freedom has not urged, counseled or advised
the use of any unfair business practice. If either Freedom or the FCC Licensee
determines that a program supplied by Programmer, within its sole discretion,
does not comply with the Policy Statement or conform to the rules and
regulations of the FCC is may, upon prior written notice to Programmer (to the
extent time permits such notice), suspend or cancel such program without
liability to Freedom or the FCC Licensee, subject to Section 7.2 herein. Freedom
will use reasonable efforts to provide such written notice to Programmer prior
to the suspension or cancellation of any such program, subject to the notice
provided to it by the FCC Licensee.
5.2 Programmer Compliance With Copyright Act. Programmer
represents and warrants to Freedom that Programmer has full legal authority for
the broadcast of its programming on the Station, and that Programmer shall not
provide for broadcast of any material in violation of the Copyright Act or any
copyright rules
and regulations. All music supplied by Programmer shall be: (i) licensed by
ASCAP, SESAC or BMI; (ii) in the public domain; or (iii) cleared at the source
by Programmer. Programmer shall be responsible for payment of all such license
fees. The right to use the programming and to authorize its use in any manner
shall be and remain vested in Programmer.
5.3 Sales. Programmer shall retain all revenues from the sale
of advertising time within the programming it provides to Freedom. Programmer
shall be responsible for payment of the commissions due to any national sales
representa tive engaged by it for the purpose of selling national advertising
which is carried during the programming it provides to Freedom. Freedom shall
retain all revenues from its sale of Station's advertising during the hours each
week in which Freedom provides the Station with its own programming outside of
the Programmer Time.
5.4 Payola. Programmer agrees that it will not accept any
consider ation, compensation, gift or gratuity of any kind whatsoever,
regardless of its value or form, including, but not limited to, a commission,
discount, bonus, material, supplies or other merchandise, services or labor
(collectively "Consideration"), whether or not pursuant to written contracts or
agreements between Programmer and merchants or advertisers, unless the payer is
identified in the program for which Consideration was provided as having paid
for or furnished such Consideration, in accordance with the Act and FCC
requirements. Programmer agrees that every six (6) months, or more frequently at
the request of the FCC Licensee or Freedom, it will execute and provide Freedom
with a Payola Affidavit from each of its employees involved with the Station
substantially in the form attached hereto as Attachment IV.
5.5 Cooperation On Programming. Programmer shall provide
Freedom with information concerning such of Programmer's programs as are
responsive to community issues, as FCC Licensee shall reasonably request, so as
to assist the FCC Licensee in the satisfaction of its public service programming
obligations. Programmer shall also provide Freedom upon request such other
information necessary to enable the FCC Licensee to prepare records and reports
required by the Commission or other local, state or federal government entities,
including quarterly issues/programs lists.
5.6 Station Identification, PSAs And EAS. Freedom shall retain
one minute per hour during the Programmer Time for the purpose of station
identifi cation and the airing of public service announcements ("PSAs"). The
definition of PSA shall be an announcement for which no charge is made and which
promotes activities of federal, state and local governments, or programs,
activities or services of nonprofit organizations (e.g. Red Cross blood
donations). Provided, however, that during any World Cup soccer match, including
the pre and post-match shows, Freedom shall retain only the minimum time
necessary to make station identification announcements. Programmer shall
cooperate with Freedom and the FCC Licensee to ensure compliance with the
Commission's rules regarding the Emergency Alert System (EAS) tests.
5.7 Political Advertising. Programmer shall cooperate with
Freedom to assist the FCC Licensee in complying with all rules of the FCC regard
ing political broadcasting, including those requiring access by any qualified
political candidate for federal elective office, and the Station's political
broadcast policies. Programmer shall promptly supply to Freedom such
information, including all inquires concerning the broadcast of political
advertising, as may be necessary to
comply with FCC rules and policies, including the lowest unit rate, equal
opportuni ties, reasonable access, political file and related requirements of
federal law and regulations. The FCC Licensee, in consultation with Freedom, and
Programmer, shall develop a statement which discloses its political broadcasting
policies to political candidates, and Programmer shall follow those policies and
rates in the sale of political programming and advertising. In the event that
Programmer fails to satisfy the political broadcasting requirements under the
Act and the rules and regulations of the FCC and such failure inhibits the FCC
Licensee in its compliance with the political broadcasting requirements of the
FCC, then to the extent reason ably necessary to assure such compliance,
Programmer shall either (i) promptly reimburse Freedom for the cost of rebates
to political advertisers or (ii) release broadcast time and/or advertising
availabilities to Freedom at no cost to Freedom.
5.8 Handling Of Mail. Except as required to comply with FCC
rules and policies following consummation of the assignment, including those
regarding the maintenance of the public inspection file, Freedom shall not be
required to receive or handle mail, cables, telegraph or telephone calls in
connection with programs provided by Programmer unless Freedom at the request
of Program mer has agreed in writing to do so.
5.9 Insurance. Programmer shall maintain throughout the term
of this Agreement insurance sufficient to cover general liability and errors and
omis sions with regard to the programming it provides the Station. Such
insurance shall name Freedom as an insured party.
5.10 Freedom Control Of Programming. Freedom and the FCC
Licensee shall maintain absolute rights to suspend or preempt
programming as provided in Section 5.1 herein, and the FCC Licensee right to
suspend or preempt
programming as provided in Section 7.1 herein.
6. Responsibility For Employees And Expenses. Programmer shall employ
and be responsible for the salaries, commissions, taxes, insurance and all other
related costs of all personnel and property involved in the production and
delivery of Programmer's programming. Programmer shall be responsible for all
liabilities, debts and obligations of Programmer based upon the purchase of air
time and delivery of programming including, without limitation, accounts
payable, barter agreements and unaired advertisements. Freedom or FCC Licensee
shall be respon sible for the employment of a board operator who shall insert
commercial matter provided by Programmer, during the Programmer Time, as set out
in daily logs to be provided in advance by Programmer. Freedom or FCC Licensee
shall provide Programmer with ground or roof rights as necessary for a satellite
receive dish up to 3.5 meters in diameter to receive Programmer's programming at
or near the Station's studio facility.
7. FCC Licensee's Operating Of Station. Notwithstanding any other
provision of this Agreement, the FCC Licensee shall have full authority and
power over the operation of the Station during the period of this Agreement,
including the Station's finances, personnel and programming policies.
7.1 FCC Licensee Control Of Station Operations. Programmer
agrees that the FCC Licensee shall retain control over the policies, programming
and operations of the Station; including, without limitation, (i) the right to
accept or reject any programming or advertisements provided by Programmer
pursuant to Section 5.1, (ii) the right to preempt any programs provided by
Programmer that are not in the public interest, or in order to broadcast a
program deemed by the FCC Licensee to be of greater national, regional or local
interest, and (iii) the right to take any other actions necessary for compliance
with federal, state and local laws, the Act
and the rules, regulations and policies of other federal government entities,
including the FTC and the Department of Justice. Freedom will use its best
efforts to give Programmer reasonable notice of the FCC Licensee's intention to
preempt Program mer's programs. The FCC Licensee also shall retain the right to
break into Program mer's programming in case of an emergency.
7.2 Preemption Or Rejection Of Programming.
(a) Except as provided in Section 7.2(b) below with
respect to World Cup soccer matches and the substitution of Paid Programming (as
defined below), in the event that the FCC Licensee or Freedom preempts or
rejects program ming from Programmer for any reason pursuant to the terms of
this Agreement, or in the event that the Station experiences a Service
Interruption as defined herein, the amount due Freedom for that month pursuant
to Section 2 and Attachment I shall be prorated, based on the percentage that
the total hours in that calendar month of programming preempted, rejected or not
aired due to a Service Interruption bears to the total amount of programming
that Programmer would have broadcast over the Station during the month if no
programming had been preempted or rejected and/or no Service Interruption had
occurred. The difference between the amount actually paid in advance for that
month and the amount due following the proration shall be deducted from the next
monthly payment made by Programmer to Freedom pursuant to Attachment I.
Provided, however, that no credit shall be given based upon a Service
Interruption unless the Service Interruptions in any month exceed two (2) hours
in the aggregate. Moreover, no credit shall be given for any Service Interrup
tion caused by the negligent or intentional act or omission of
Programmer and/or its employees or agents. For purposes of this section,
"Service Interruption" is defined as the Station being off the air, or not
operating with at least ninety percent (90%) of its licensed power, during the
Programmer Time.
(b) Programmer shall receive a payment credit as
provided below ("Payment Credit") in the event that Freedom or the FCC Licensee
preempts or rejects (i) any of Programmer's programming in order to substitute
other program ming for which a payment (in cash, trade or barter) has been made
to Freedom or the FCC Licensee ("Paid Programming"), except as necessary to
comply with the FCC political rules pursuant to Section 5.7 herein, or (ii) any
time within a World Cup Soccer match in Programmer's programming, for any reason
other than coverage of a X.X.xxxxx, national, regional or local emergency. The
Payment Credit shall be an amount equal to the loss of revenue during the time
the Programmer's programming was preempted, which shall include the loss of
local and national revenues and an allocation of Radio Unica network revenues.
The allocation of Radio Unica network revenues shall be equal to the percentage
of Radio Unica network revenues that is the same percentage determined by
dividing the Hispanic population of the Dallas radio market by the total
Hispanic population reached by the Radio Unica network. The Payment Credit shall
be deducted from the next monthly payment made by Program mer to Freedom
pursuant to Attachment I. In the event that Programmer seeks a Payment Credit,
it shall provide Freedom with appropriate documentation demon strating its lost
revenues.
7.3 Licensee Responsibility For FCC Compliance. The FCC
Licensee shall at all times be solely responsible for meeting all of the
Commission's requirements with respect to public service programming, for
maintaining the political and public inspection files and the Station logs, for
the preparation of issues/programs lists, and for retaining and supervising an
engineer to ensure
compliance with the Commission's rules and regulations governing the technical
operation of the Station. Programmer shall provide Freedom with information
necessary to maintain all necessary records to permit the FCC Licensee to meet
its obligations under this paragraph.
8. Indemnification.
8.1 Programmer shall indemnify and hold Freedom and its
officers, directors, shareholders, agents, and employees harmless against any
and all claims, damages, liabilities, costs, and expenses (including by way of
example and without limitation, reasonable attorneys' fees) (individually or
collectively "Damages") arising out of (a) libel, slander, illegal competition
or trade practice, infringement of trademarks, trade names, or program titles,
violation of rights of privacy, infringe ment of copyrights or proprietary
rights and any other violations of the rights of any third party, resulting from
the broadcast of the Programmer's programs, or (b) any action taken by
Programmer or its employees or agents with respect to the Station, or any
failure by Programmer or its employees or agents to take any action with respect
to the Station, including but not limited to Programmer's payment and
performance of obligations and liabilities, unless resulting from a failure by
Freedom to perform hereunder, or (c) Programmer's breach of any of its
representations, warranties or covenants set forth in this Agreement.
Programmer's obligation to hold Freedom harmless under this Section shall
survive a termination of this Agreement until the expiration of all applicable
statutes of limitations.
8.2 Freedom shall indemnify and hold Programmer and its
officers, directors, shareholders, agents, and employees harmless against any
and all Damages
arising out of (a) libel, slander, illegal competition or trade practice,
infringement of trademarks, trade names, or program titles, violation of rights
of privacy, infringe ment of copyrights or proprietary rights and any other
violations of the rights of any third party, resulting from the broadcast of
Freedom's programs, or (b) any action taken by Freedom or its employees or
agents with respect to the Station, or any failure by Freedom or its employees
or agents to take any action with respect to the Station, including but not
limited to Freedom's payment and performance obligations and liabilities, unless
resulting from a failure by Programmer to perform hereunder, or (c) Freedom's
breach of any of its representations, warranties or covenants set forth in this
Agreement. Freedom's obligation to hold Programmer harmless under this Agreement
shall survive any termination of this Agreement until the expiration of all
applicable statutes of limitations.
9. Default.
9.1 Events Of Default. The following shall, after the
expiration of the applicable cure periods, constitute Events of Default:
(i)Programmer's failure to timely make any of the
monthly payments as provided in Attachment I hereto.
(ii) the default by either party hereto in the
material observance or performance of any covenant, condition or agreement
contained herein, or if either party (a) shall make general assignment for the
benefit of credi tors, or (b) files or has filed against it a petition for
bankruptcy, reorganization or an arrangement for the benefit of creditors, or
for the appointment of a receiver, trustee or creditor 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;
(iii) 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 mislead ing in any material respect as of the time made or furnished.
9.2 Cure Periods. An Event of Default shall not be deemed to
have occurred until five (5) business days 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 action
necessary to cure the default 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 the default and such default is not materially adverse to the other
party.
10. Termination.
10.1 This Agreement shall terminate on the second anniversary
of the Commencement Date, unless extended by mutual agreement of the parties
hereto.
10.2 Termination Upon Default. Upon the occurrence of an Event
of Default, the non-defaulting party may terminate this Agreement provided that
it is not also in material default hereunder. Notwithstanding the foregoing, nor
any provision of this Agreement, any termination of this Agreement: (a) shall
not constitute an election of remedies with regard to such default or such
termination; and (b) shall not affect, or limit, the ability of the
non-defaulting party to avail itself of any and all remedies which otherwise
would have been available to it, at law or in equity.
10.3 Termination By FCC Licensee. In the event that the LMA is
terminated by the FCC Licensee, or by the FCC, another government entity or a
court by a final order no longer subject to reconsideration or review, Freedom
shall have the right to terminate this Agreement.
10.4 Non-Default Termination. Effective three months after the
Commencement date, Programmer shall have the right, at its option, to terminate
this Agreement, upon four (4) months prior written notification to the other
party. However, in no event shall notice be given by Programmer prior to that
date.
10.5 Termination Upon Order Of Governmental Authority. If this
Agreement is challenged at the FCC, whether or not in connection with the
Station's license renewal application, counsel for the Freedom and counsel for
the Programmer shall jointly defend the Agreement and the parties' performance
thereunder throughout all FCC proceedings at the sole expense of the Programmer.
If portions of this Agreement are questioned, challenged or disapproved by the
FCC, then the parties shall reform the Agreement as necessary to satisfy the
FCC's concerns. If the parties are unable to reform the Agreement as necessary
to satisfy such concerns, this Agreement shall terminate. In the event that a
federal, state or local government authority designates a hearing with respect
to the continuation or renewal of any authorization held by the FCC Licensee for
the operation of the Station or initiates any revocation or other proceeding
with respect to the authoriza tions issued to the FCC Licensee for the operation
of the Station, and Freedom elects to contest the action, then Freedom shall be
responsible for its expenses incurred as a consequence of any such proceeding;
provided, however, that Programmer shall at its own expense cooperate and comply
with any reasonable request of Freedom to assemble and provide information
relating to Programmer's performance under this Agreement to the appropriate
government authority. In the event of termination of this Agreement pursuant to
any government order(s), including a revocation or non-renewal of any
authorization held by the FCC
Licensee, Programmer shall pay to Freedom any fees due but unpaid as of the date
of termination as may be permitted by such order(s).
10.6 Cooperation Upon Termination. If this Agreement is termi
nated, for whatever reason, the parties agree to reasonably cooperate with one
another, subject to the LMA, to enable Programmer to fulfill advertising or
other programming contracts then outstanding, in which event Freedom shall
receive as compensation for the carriage of such programming that which
otherwise would have been paid to Programmer hereunder. Upon termination of this
Agreement, all sums owing to Freedom shall be paid in full.
11. Representations, Warranties And Covenants. Both Freedom and
Programmer 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
other obligation to which either party is subject or by which it is bound.
Without limiting the foregoing, Programmer certifies that this Agreement
complies and will continue to comply with the Commission's multiple ownership
rules and policies, including 47 C.F.R. ss. 73.3555, as now in effect or
hereinafter amended.
12. Notices. All necessary notices and requests permitted or required
under this Agreement shall be in writing and shall be sent (i) by facsimile
transmis sion to the telecopy numbers listed herein, (ii) mailed by certified
mail, return receipt requested, postage prepaid, to the addresses listed herein,
or (iii) sent for overnight delivery via a nationally-recognized overnight
delivery service to the addresses listed herein. Such notices and requests shall
be deemed to have been given (i) if sent by facsimile, upon sender's receipt of
a facsimile confirmation sheet, (ii) if mailed, upon receipt evidenced by return
signature card by postal service to sender, or (iii) if sent for overnight
delivery, upon receipt evidenced by confirmation
of delivery by delivery service.
If to Programmer: Radio Unica Corp.
0000 X.X. 00xx Xxxxxx
Xxxxx 000
Xxxxx, XX 00000
Attn: Xxxx Xxxxx
FAX: (000) 000-0000
With copy to: Xxxx X. Xxxxx, Esq.
Xxxxxxx Xxxx Slate Xxxxxxx & Xxxx LLP
0000 Xxx Xxxx Xxxxxx, X.X.
Xxxxxxxxxx, XX 00000-0000
FAX: (000) 000-0000
If to Freedom: The Freedom Network, Inc.
000 Xxxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
Attn: Xxxx Xxxxxx
FAX: (000) 000-0000
With copy to: Xxxxxx X. Xxxxx, Esq.
Xxxxxxxxxx and Xxxxx, L.L.P.
0000 Xxxxxxxxx Xxxxxx, X.X.
Xxxxx 000
Xxxxxxxxxx, X.X. 00000
FAX: (000) 000-0000
13. Modification And Waiver. No modification of any provision of this
Agreement shall in any event be effective unless it is in writing and then such
modification shall be effective only in the specific instance and for the
purpose for which given.
14. Construction. This Agreement shall be construed in accordance with
the Communications Act of 1934, as amended, the laws of the State of Delaware
and the rules, regulations and policies of the Commission.
15. Assignment. This Agreement may not be assigned by Programmer
without the approval of Freedom, except for an entity under common control.
Freedom may assign this Agreement to another entity under common control; to any
licensee of the Station; or to another third party with the approval of
Programmer.
16. 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. This Agreement shall be effective as of the
date first above written.
17. Entire Agreement. This Agreement constitutes the entire agreement
between the parties, subject to and interpreted in accordance with the LMA, and
there are no other agreements, representations, warranties or understanding,
oral or written, between them with respect to the subject matter hereof. No
alteration, modification or change of this Agreement shall be valid unless by
like written instrument executed by an authorized principal.
18. No Partnership Or Joint Venture Created; Expenses. Nothing in this
Agreement shall be construed to make Freedom and Programmer partners or joint
venturers or to afford any rights to any third party other than as expressly
provided herein. Each party shall bear its own expenses in connection with its
performance under this Agreement.
19. Severability. Subject to the provisions hereof, in the event any
provision contained in this Agreement is held to be invalid, illegal or
unenforceable, such holding shall not affect any other provision hereof and this
Agreement shall be construed as if such invalid, illegal or unenforceable
provision had not been con tained herein.
20. Confidentiality, Public Notices. Programmer and Freedom each
agree that it will use it best efforts to keep confidential (except for
disclosure requirements of federal or state securities laws and securities
markets along with such disclosure to attorneys, bankers, underwriters,
investors, etc. as may be appro priate in the furtherance of this transaction,
or disclosure requirements of the FCC) all information of a confidential nature
obtained by it from the other, including the terms of their proposal, in
connection with the transactions contemplated by this Agreement. Programmer and
Freedom shall jointly prepare and determine the timing of any press release or
other announcement to the public or the news media relating to the execution of
this Agreement. No party hereto will issue any press release or make any other
public announcement relating to the transactions contemplated by this Agreement
without the prior consent of each other party hereto, except that any party may
make any disclosure required to be made by it under applicable law (including
federal or state securities laws and the regulations of securities markets) if
it determines in good faith that it is appropriate to do so and gives prior
notice to each other party hereto.
[Remainder of page intentionally left blank.]
IN WITNESS WHEREOF, the parties have executed this Agreement to be
effective as of the date first above written.
The Freedom Network, Inc.
By: /s/ Xxxx Xxxxxx
-----------------------
Xxxx Xxxxxx
President
Radio Unica Corp.:
By:
-----------------------
Name:
Title:
IN WITNESS WHEREOF, the parties have executed this Agreement to be
effective as of the date first above written.
The Freedom Network, Inc.
By:
-----------------------
Xxxx Xxxxxx
President
Radio Unica Corp.:
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------
Name: Xxxxxx X. Xxxxxxx
Title: E.V.P.
