Expenses Agreement dated as of March 25, 1997, among BAL/RIVGAM L.L.C., a
Delaware limited liability company (the "Company"), Xxxxx Xxxxxxxx (the
"Managing Member"), and Rivgam Communicators, L.L.C., a Delaware limited
liability company (the "Rivgam Member").
Whereas the Company, the Managing Member and the Rivgam Member want to
set forth their agreement with respect to the organizational and initial
operating expenses of the Company. Capitalized terms used herein but not
otherwise defined shall have the meanings specified in the Limited Liability
Company Agreement as in effect on the date hereof.
1. Organizational Expenses. If the Company is granted any WCS Licenses
pursuant to the WCS Auction, reasonable out-of-pocket expenses incurred in
connection with the organization of the Company, the bidding on WCS Licenses
(including Licenses not won) and the grant of the WCS Licenses (a) by the
Managing Member shall be deemed to be loans to the Company by the Managing
Member (up to a maximum of $5,000) ("Managing Member Loans") from the date of
grant of the WCS Licenses and shall have the same interest rate and maturity as
loans from the Rivgam Member to the Company pursuant to the Loan Agreement
expected to be entered into prior to the WCS Auction (the "Rivgam Member Loan
Agreement"), and (b) by the Rivgam Member shall deemed to be Supplemental Loans
to the Company by the Rivgam Member (up to a maximum of $75,000 not including
amounts loaned pursuant to the next succeeding sentence) pursuant to the Rivgam
Member Loan Agreement from the date of grant of the WCS Licenses. The expenses
of Xxxxxx & Xxxxxxx incurred on behalf of the Company in preparing the Limited
Liability Company Agreement and preparing and filing the Bid Application shall
be funded by loans to the Company by the Rivgam Member which shall also be
deemed to be such Supplemental Loans, which loans
shall be forgiven if the Company is not granted any WCS Licenses. As used in
this Agreement, "out-of-pocket expenses" shall not include any travel or
entertainment expenses of any party hereto or their affiliates.
2. Initial Operating Expenses. Reasonable out-of-pocket expenses for
the initial operations of the Company (through the date of the execution by the
Company of an Affiliation Agreement) incurred on behalf of the Company by the
Managing Member shall also be deemed to be Managing Member Loans from the date
paid (but not earlier than the date of grant of the WCS Licenses); provided,
however, that reasonable out-of-pocket expenses (if approved by the Rivgam
Member whose approval shall not be unreasonably withheld) for counsel fees to
prepare an application on behalf of the Company to bid in the WCS Auction and
for accounting, tax return preparation, any taxes required to be paid by the
Company, and (if required by the FCC, the Rivgam Member or any loan agreement
with non-Affiliates) a formal audit shall be payable, upon demand, by the
Company from its funds or the proceeds of Supplemental Loans (subject to the
terms and limitations in the Rivgam Member Loan Agreement).
3. Other Expenses. Except as provided herein or in the Rivgam Member
Loan Agreement, or as otherwise hereafter agreed in writing signed by each of
the parties hereto, each of the Managing Member (both for itself and the
Company) and the Rivgam Member shall bear its own expenses through the date of
execution by the Company of an Affiliation Agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of date
first above written.
BAL/RIVGAM, L.L.C. RIVGAM COMMUNICATORS, L.L.C.
By:/s/ Xxxxx Balitson By: /s/ Xxxxxxx X. Xxxxx
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Xxxxx Xxxxxxxx Xxxxxxx X. Xxxxx
Managing Member
By: /s/ Xxxxx Xxxxxxxx
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Xxxxx Xxxxxxxx
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