Exhibit 2.57
LOCAL MARKETING AGREEMENT
This Local Marketing Agreement (the "Agreement") is made as of March 16,
1998, effective for all purposes on the Effective Date (as defined below),
between CUMULUS BROADCASTING, INC. ("Programmer"), and PHOENIX BROADCAST
PARTNERS, INC., a Florida corporation ("Licensee").
RECITALS
A. Licensee holds the license to operate radio broadcast station WZAT-FM
(the "Station") pursuant to authorizations issued by the Federal Communications
Commission (the "FCC");
B. Licensee and Programmer intend shortly to enter into an Asset Purchase
Agreement (the "Purchase Agreement"), which shall provide for the acquisition
by Programmer of substantially all of the assets used in connection with the
operation of the Stations, on the terms and subject to the conditions set forth
therein.
C. Pending execution of the Purchase Agreement and closing thereunder,
Programmer desires to purchase from Licensee and Licensee desires to sell to
Programmer certain airtime on the Stations, all in accordance with the
Communications Act of 1934, as amended, and the rules, regulations, and policies
of the FCC (the "FCC Requirements").
NOW, THEREFORE, in consideration of the foregoing premises and of the
mutual covenants, representations, warranties and agreements contained in this
Agreement and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties to this Agreement agree as
follows:
1. EFFECTIVE DATE AND TERM.
1.1 EFFECTIVE DATE. This Agreement shall become effective for all
purposes on March 16, 1998.
1.2 TERM. The term of this Agreement (the "Term") shall begin on the
Effective Date and shall continue until March 30, 1999, unless earlier
terminated in accordance with the provisions set forth in this Agreement.
2. PURCHASE OF AIRTIME. Programmer hereby purchases from Licensee all
airtime on the Station during the Term, other than airtime between 7:00 a.m.,
local time and 8:00 a.m., local time on Sundays, on the terms specified herein
(such purchased airtime period is referred to herein as the "Broadcasting
Period"). During the Broadcasting Period, Licensee shall broadcast on the
Station programming supplied by Programmer (collectively, the "Program" or
"Programs"). Programmer will ensure that the Programs meet technical and
quality standards equal to those of
programming broadcast by commercial radio stations generally in the United
States. If Licensee in the reasonable exercise of its discretion finds that any
Program(s) does not meet these standards, then it shall advise Programmer in
writing of the specific technical deficiencies. If such technical deficiencies
have not been corrected within ten (10) days after receipt of notice, then
Licensee shall have no obligation to broadcast such Program(s) until such time
as the technical deficiencies are corrected.
3. LICENSEE'S BROADCASTING OBLIGATIONS. In consideration for the
payments made and to be made by Programmer hereunder, Licensee shall make
available to Programmer, beginning on the Effective Date, all of the Station's
airtime during the Broadcasting Period and shall cause to be broadcast on the
Station the Programs pursuant to Section 2 hereof. Throughout the Term, unless
otherwise mutually agreed by the parties, Licensee shall maintain the operating
power of the Station at its maximum licensed level and shall operate and
maintain in good working condition the Station's transmission facilities and
broadcasting equipment. Throughout the Term, Licensee shall also, with respect
to the Station:
(a) employ a General Manager who will report to Licensee and direct
the performance of Licensee's obligations hereunder and who shall have no
employment, consulting, or other material relationship to Programmer;
(b) employ one full time employee to assist the General Manager in
performing Licensee's obligations hereunder, including maintaining the
Station's transmission facilities, and who shall have no employment,
consulting or other material relationship with Programmer;
(c) retain ultimate control over the personnel, finances, programming
and operation of the Station;
(d) maintain a main studio consistent with the FCC Requirements at
which the General Manager and the other full time employee(s) of the
Station will be available during normal business hours;
(e) comply with the FCC Requirements with respect to the
ascertainment of community problems, needs and interests; broadcast
programming responsive thereto; and timely prepare and place in the
Station's public inspection files appropriate documentation thereof;
(f) comply with all other FCC Requirements which may be applicable to
the operation of the Station.
4. CONSIDERATION. In consideration of the airtime made available to
Programmer pursuant to this Agreement, Programmer shall pay Licensee as set
forth in APPENDIX A attached hereto.
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5. OPERATION, OWNERSHIP AND CONTROL OF THE STATION.
5.1 CONTROL VESTED IN LICENSEE. Notwithstanding anything to the contrary
in this Agreement, as long as Licensee remains the FCC licensee of the Station,
Licensee will have full authority, power and control over the operation of the
Station and over all persons employed by it. Licensee will bear the
responsibility for the Station's compliance with, and shall cause the Station to
comply with, all applicable laws, including the FCC Requirements. Nothing
contained herein shall prevent or hinder Licensee from: (a) rejecting or
refusing Programs that Licensee believes in good faith to be unsuitable or
contrary to the public interest; (b) substituting programs which Licensee
believes in good faith to be of greater local or national importance or which
are designed to address the problems, needs and interests of the local
community: (c) preempting any Program in the event of a local, territorial or
national emergency; (d) refusing to broadcast any Program that does not meet the
FCC Requirements; or (e) deleting any commercial announcements that do not
comply with the FCC Requirements or the requirements of the Federal Trade
Commission, or any state, local or federal law.
5.2 NOTICE OF COMPLAINTS. Programmer will immediately serve Licensee with
notice and a copy of any letters of complaint that Programmer receives
concerning any Program for Licensee's review and inclusion in its public
inspection files. Licensee will immediately serve Programmer with notice and a
copy of any letters of complaint that it receives concerning any Program.
5.3 PROGRAMMER ACCESS TO THE STATION'S STUDIOS. During the Term, Licensee
shall make available to Programmer for no additional consideration the areas in
the Station's studios as may be reasonably necessary or appropriate for
Programmer to exercise its rights and perform its obligations under this
Agreement. Programmer shall, to the extent commercially feasible, use
Licensee's current studios and other facilities to exercise its rights and
perform its obligations under this Agreement.
5.4 EMPLOYEES. Programmer shall employ and be responsible for the
salaries, taxes, insurance, and related costs for all personnel used in the
production of the programs supplied to the Station hereunder, and all other
costs incurred by Programmer for the production of such programs. Licensee
shall pay all compensation owed to its employees up to and including the
Effective Date. Programmer may, after the Effective Date, employ those of
Licensee's employees as Programmer may elect on terms and conditions determined
by Programmer in Programmer's sole discretion, other than those employees
employed by Licensee in the operation of the Station after the Effective Date,
who shall remain in Licensee's sole employ and control. Upon termination of
this Agreement, Licensee shall be free to re-employ Programmer's employees on
such terms and conditions as may be determined by Licensee.
5.5 MUTUAL COOPERATION. Programmer and Licensee agree to cooperate
reasonably with each other as necessary to fulfill their rights and obligations
hereunder.
6. PROGRAM RIGHTS AND MUSIC LICENSES. During the Term, Licensee shall
make
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available to Programmer for its use, on the dates and at the times specified by
Programmer, all of Licensee's rights to programs under any program rights
agreements of the Station (together with the music licenses described below, the
"Program Rights Agreements"). Licensee shall use its best efforts to secure all
consents, if any, from third parties that are necessary to permit Programmer to
use the programs under Program Rights Agreements. Licensee shall maintain all
necessary performing rights licenses to musical compositions included in any
Program, subject to reimbursement by Programmer for the cost thereof under
Section 4 and APPENDIX A of this Agreement.
7. PROGRAMS TO SERVE THE PUBLIC INTEREST. Licensee acknowledges that it
is familiar with the type of programming Programmer intends to provide and has
determined that the broadcast of such programming on the Station would serve the
public interest and is otherwise suitable. Programmer shall cooperate with
Licensee to ensure that the Programs include material that is responsive to
community problems, needs, and interests.
8. PROGRAMMING STANDARDS. Programmer shall use its best efforts to
ensure that the Programs conform to all FCC Requirements applicable to broadcast
radio stations.
9. EXPENSES, REVENUES AND ACCOUNTS RECEIVABLE.
9.1 EXPENSES. The Station's cash expenses arising or relating to the
period before the Effective Date shall be the responsibility of Licensee, and
Programmer shall not be obligated to reimburse Licensee for any expenses
allocable to such period. During the Term, Programmer will reimburse Licensee
for its expenses incurred in accordance with Section 4 hereof. Programmer shall
be solely responsible for all expenses attributable to the origination and/or
delivery of the Programs by Programmer to Licensee.
9.2 CASH ACCOUNTS RECEIVABLE, ADVERTISING AND PROGRAMMING REVENUES.
As of the Effective Date, the Licensee will turn over to the Programmer,
for collection only, the accounts receivable of the Station owing to the
Licensee as of the close of business on the day before the Effective Date. A
schedule of such accounts receivable will be delivered by the Licensee to the
Programmer on the Effective Date or as soon thereafter as possible. The
Programmer agrees to use commercially reasonable efforts in the ordinary course
of business (but without responsibility to institute legal or collection
proceedings) to collect such accounts receivable during the 120-day period
following the Effective Date, and will remit all payments received on such
accounts at the end of this 120-day period, together with an accounting of all
payments received within such period. The Programmer shall have the sole right
to collect such accounts receivable during such 120-day period. In the event
the Programmer receives monies during the 120-day period following the Effective
Date from an advertiser who, after the Effective Date, is advertising on the
Station, and that advertiser was included among the accounts receivable as of
the Effective Date, the Programmer shall apply said monies to the oldest
outstanding balance due on the particular account, except in the case of a
"disputed" account receivable. For purposes of this Section 9.2, a "disputed"
account
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receivable means one which the account debtor refuses to pay because he asserts
that the money is not owed or the amount is incorrect. In the case of such a
disputed account, the Programmer shall immediately return the account to the
Licensee prior to expiration of the 120-day period following the Effective Date.
If the Programmer returns a disputed account to the Licensee, the Programmer
shall have no further responsibility for its collection and may accept payment
from the account debtor for advertising carried on the Station after the
Effective Date. At the end of the 120-day period following the Effective Date,
the Programmer will turn back to the Licensee all of the accounts receivable of
the Station as of the Effective Date owing to the Licensee which have not yet
been collected, and the Programmer will thereafter have no further
responsibility with respect to the collection of such receivables. During the
120-day period following the Effective Date, the Programmer shall afford the
Licensee reasonable access to the accounts receivable "aging list." The Licensee
acknowledges and agrees that the Programmer is acting as collection agent
hereunder for the sole benefit of the Licensee and that Programmer has accepted
such responsibility for the accommodation of the Licensee. The Programmer shall
not have any duty to inquire as to the form, manner of execution or validity of
any item, document, instrument or notice deposited, received or delivered in
connection with such collection efforts, nor shall the Programmer have any duty
to inquire as to the identity, authority or rights of the persons who executed
the same. The Licensee shall indemnify Programmer and hold it harmless from and
against any judgments, expenses (including attorney's fees) costs or liabilities
which the Programmer may incur or sustain as a result of or by reason of such
collection efforts, except in the event of Programmer's gross negligence or
willful misconduct. Programmer's obligation to collect and remit Accounts
Receivable hereunder shall continue, at the option of Licensee, in the event of
termination of this Agreement pursuant to Section 11.5 hereof.
9.3 POLITICAL TIME. Licensee shall, with respect to the Station, 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 broadcasting provisions of the FCC
Requirements. Programmer shall cooperate with Licensee in complying with such
provisions, and shall supply promptly to Licensee such information reasonably
requested by Licensee for such purposes. Licensee, in consultation with
Programmer, will develop a statement which discloses its political broadcasting
rates and policies to political candidates, and Programmer will follow those
respective policies in the sale of political programming and advertising for the
Station. Programmer shall provide any rebates due to political advertisers and
release advertising availabilities to Licensee during the Broadcasting Period
sufficient to permit Licensee to comply with political broadcasting provisions
of the FCC Requirements. Revenues received by Licensee as a result of any such
release of advertising time shall be for the account of Programmer.
10. CALL LETTERS AND FREQUENCY. During the Term, Licensee (i) shall
retain all rights (except as provided in the following sentence) to the
Station's call letters and trade names, (ii) shall not change the call letters,
and (iii) shall not seek FCC consent to a modification of facilities which would
specify a frequency change or have a material adverse effect upon the presently
authorized coverage of the Station. Programmer shall include in the Programs
for the Station an announcement in a form reasonably satisfactory to the
Licensee in accordance with the FCC Requirements to
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identify such Station, as well as any other announcements required by the FCC
Requirements.
11. EVENTS OF DEFAULT AND TERMINATION.
11.1 PROGRAMMER'S EVENTS OF DEFAULT. The occurrence and continuation of
any of the following will be deemed an Event of Default by Programmer under this
Agreement:
(a) Programmer fails to make LMA Payments;
(b) Programmer fails to observe or perform any other material
covenant, condition or agreement contained in this Agreement; or
(c) Programmer breaches or violates any material representation or
warranty made by it under this Agreement.
11.2 LICENSEE'S EVENTS OF DEFAULT. The occurrence and continuation of any
of the following will be deemed an Event of Default by Licensee under this
Agreement:
(a) Licensee fails to observe or perform any material covenant,
condition or agreement contained in this Agreement; or
(b) Licensee breaches or violates any material representation or
warranty made by it under this Agreement.
11.3 CURE PERIOD. The defaulting party shall have thirty (30) days from
the date on which Programmer has provided Licensee or Licensee has provided
Programmer, as the case may be, with written notice specifying the Event(s) of
Default to cure any such Event(s) of Default. If the Event of Default cannot be
cured by the defaulting party within such time period but commercially
reasonably efforts are being made to effect a cure or otherwise secure or
protect the interests of the non-defaulting party (in which case, if successful,
the Event of Default shall be deemed cured), then the defaulting party shall
have an additional period not to exceed thirty (30) days to effect a cure or a
deemed cure; provided, however, that such additional thirty-day period shall not
be available in the case of a default under Section 11.1(a) above.
11.4 UNCURED EVENT OF DEFAULT. If an Event of Default by Programmer has
not been cured or deemed cured within the period set forth in Section 11.3
above, then Licensee may terminate this Agreement, effective immediately upon
written notice to Programmer, and pursue all remedies available at law or in
equity for breach of this Agreement; provided, however, that Licensee may not
terminate the Agreement for default by Programmer during the first thirty-six
(36) months of the term. If an Event of Default by Licensee has not been cured
or deemed cured within the periods set forth in Section 11.3 above, then
Programmer may terminate this Agreement, effective immediately upon written
notice to Licensee, and pursue all remedies available at law or in equity for
breach of this Agreement.
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11.5 TERMINATION UPON FAILURE OR CONSUMMATION OF THE PURCHASE AGREEMENT.
Notwithstanding any other provision hereof, this Agreement may be terminated by
Licensee or Programmer upon thirty (30) days' prior written notice at any time
following termination of the Purchase Agreement in accordance with the terms
thereof. This Agreement shall terminate immediately upon the Closing Date (as
defined in the Purchase Agreement).
11.6 TERMINATION BY LICENSEE TO SATISFY THE FCC REQUIREMENTS. If Licensee
is required by the FCC to terminate this Agreement by an FCC order which has
become a Final Order as that term is defined in the Purchase Agreement),
Licensee shall, or, if the FCC orders that this Agreement be terminated before
its order becomes a Final Order and this Agreement cannot be revised to comply
with applicable FCC Requirements as contemplated by Section 20 hereof, Licensee
may, upon at least sixty (60) days' written notice to Programmer (or such
shorter period as may be required by the FCC) terminate this Agreement.
11.7 TERMINATION BY MUTUAL CONSENT. Licensee and Programmer may terminate
this Agreement at any time, on thirty (30) days' notice, by mutual consent.
11.8 TERMINATION BY PROGRAMMER. Programmer may unilaterally terminate this
Agreement during the term upon one hundred twenty (120) days' written notice to
Licensee.
12. CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS.
12.1 MUTUAL REPRESENTATIONS CONCERNING THIS AGREEMENT. Licensee represents
and warrants as follows: (a) Licensee is duly organized, validly existing and in
good standing under the laws of its jurisdiction, (b) Licensee has the power and
authority to enter into and perform this Agreement; and (c) the execution,
delivery and performance of this Agreement by Licensee does not conflict with
any other agreement to which Licensee is a party.
Programmer represents and warrants as follows: (a) Programmer is a
corporation duly organized, validly existing, in good standing under the laws of
Nevada, and qualified to do business in the state of Georgia; (b) Programmer has
the requisite corporate power and authority to enter into and perform this
Agreement; (c) the execution, delivery and performance of this Agreement have
been duly authorized by all necessary corporate action of Programmer; and (d)
the execution, delivery and performance of this Agreement by Programmer does not
conflict with any other agreement to which Programmer is a party.
12.2 PROGRAM RIGHTS AND BARTER AGREEMENTS. Licensee represents and
warrants that (i) it is current in all payment obligations and is not otherwise
in default under the Program Rights Agreements and (ii) there are no Barter
Agreements as defined in the Asset Purchase Agreement which extend beyond the
Effective Date and which exceed in the aggregate Five Thousand Dollars ($5,000).
12.3 COMPLIANCE WITH FCC REQUIREMENTS. Programmer represents, warrants and
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covenants that its execution and performance of this Agreement is, and will
remain, in compliance with the FCC Requirements, including without limitation,
47 C.F.R. Section 73.3555.
13. MODIFICATION AND WAIVER; REMEDIES CUMULATIVE. No modification or
waiver of any provision of this Agreement will be effective unless in writing
and signed by all parties. No failure or delay on the part of Programmer or
Licensee in exercising any right or power under this Agreement will operate as a
waiver of such right or power, nor will any single or partial exercise of any
such rights or power or the exercise of any other right or power operate as a
waiver. Except as otherwise provided in this Agreement, the rights and remedies
provided in this Agreement are cumulative and are not exclusive of any rights or
remedies which a party may otherwise have.
14. ASSIGNMENT. This Agreement shall be binding upon and inure to the
benefit of the parties hereto, their successors and permitted assigns, including
any successor purchase of the Station assets. Notwithstanding the foregoing, no
party may assign its rights or obligations under this Agreement without the
prior written consent of the other party; provided, however, that Programmer may
assign and delegate its rights and obligations under this Agreement to a party
that controls, or is controlled by, or is under common control with, Programmer,
and who is qualified under any applicable FCC Requirement, upon notice to, but
without the prior written consent of Licensee.
15. GOVERNING LAW. This Agreement shall be governed by, and construed in
accordance with, the laws of Florida without regard to any conflicts-of-law
rules that might apply to the laws of another jurisdiction or jurisdictions.
Venue for all purposes shall be in state or federal courts in the state of
Florida.
16. NOTICES. Any notice permitted, required, or contemplated hereunder
shall be in writing and shall be given personally or by prepaid registered or
certified mail, with return receipt requested or by prepaid nationally
recognized overnight courier service addressed as follows:
If to the Licensee:
Phoenix Broadcast Partners, Inc.
00000 X.X. Xxxxxxx 00
Xxxx Xxxxxx, XX 00000-0000
Attn: Xxxx Xxxxxxxx
Phone: (000) 000-0000
Fax: (000) 000-0000
If to the Programmer:
Cumulus Broadcasting, Inc.
c/o Quaestus Management Corporation
000 X. Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
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Attn: Xxxxxxxx X. Xxxxx, Esq.
Fax: (000) 000-0000
and Cumulus Broadcasting, Inc.
000 X. Xxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
Attn: Xxxxxxx X. Xxxxxx
Fax: (000) 000-0000
A notice shall be deemed received upon the date of delivery if given personally,
or if given by mail or overnight courier, upon the receipt thereof. Any Party
may change the adress to which notices hereunder are to be delivered by giving
the other Party notice in the manner set forth herein. Notices required to be
provided by this Agreement shall be given in the manner provided and to the
persons specified in the Purchase Agreement.
17. ENTIRE AGREEMENT. This Agreement embodies the entire understanding
among the parties with respect to the subject matter hereof, and supersedes any
prior or contemporaneous written or oral agreement between the parties regarding
such subject matter.
18. RELATIONSHIP OF PARTIES. Programmer and Licensee are not, and shall
not be deemed to be, agents, partners, or representatives of each other.
19. FORCE MAJEURE. The failure of a party hereto to comply with its
obligations under this Agreement due to acts of God, strikes or threats thereof
or force majeure or due to causes beyond such party's control will not
constitute an Event of Default under Section 11 of this Agreement and no party
will be liable to the others therefore. Programmer and Licensee each agree to
exercise its commercially reasonable efforts to remedy any such conditions
affecting its own facilities as soon as practicable.
20. SUBJECT TO LAWS; INVALIDITY. The obligations of the parties under
this Agreement are subject to the FCC Requirements and all other applicable
laws. The parties acknowledge that this Agreement is intended to comply with
FCC Requirements. However, in the event that the FCC determines that the
continued performance of this Agreement is in violation of the FCC Requirements,
each party will use its commercially reasonable efforts to comply with the FCC
Requirements or will in good faith contest or seek to reverse any such action or
agree on the terms of a revision to this Agreement, in each case, on a time
schedule sufficient to meet the FCC Requirements and so long as the fundamental
nature of the business arrangement between the parties evidenced by this
Agreement is maintained. If any provision of this Agreement is otherwise held
to be illegal, invalid, or unenforceable under present or future laws, then such
provision shall be fully severable, this Agreement shall be construed and
enforced as if such provision had never comprised a part thereof, and the
remaining provisions shall remain in full force and effect, in each case so long
as the fundamental nature of the business arrangement between Programmer and
Licensee has been maintained.
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21. RECIPROCAL INDEMNITY.
21.1 INDEMNIFICATION BY PROGRAMMER. Programmer shall indemnify, defend,
and hold harmless Licensee from and against any and all claims, losses, costs,
liabilities, damages, and expenses (including reasonable attorneys' fees and
other expenses incidental thereto) of every kind, nature and description,
including but not limited to those relating to copyright infringement (except as
may result from a breach of the warranty in Section 6 hereof by Licensee),
libel, slander, defamation or invasion of privacy, arising out of: (a)
Programmer's broadcasts of the Programs; (b) any misrepresentation or breach of
any warranty of Programmer; or (c) any breach of any covenant, agreement, or
obligation of Programmer. If Programmer is required to indemnify Licensee as a
result of programs broadcast hereunder which are supplied by a third party
pursuant to a contract with Licensee, it is agreed that Programmer shall be
subrogated to any rights which Licensee may have against such third party,
including the right to indemnification by such third party.
21.2 INDEMNIFICATION BY LICENSEE. Licensee shall indemnify, defend, and
hold harmless Programmer from and against any and all claims, losses, costs,
liabilities, damages, and expenses (including reasonable attorneys' fees and
other expenses incidental thereto) of every kind, nature and description,
including but not limited to those relating to copyright infringement (except as
may result from a breach of the warranty in Section 6 hereof by Licensee),
libel, slander, defamation or invasion of privacy, arising out of: (a)
Licensee's broadcast of programs on its own behalf, other than Programs; (b) any
misrepresentation or breach of any warranty of Licensee; or (c) any breach of
any covenant, agreement, or obligation of Licensee. If Licensee is required to
indemnify Programmer as a result of programs broadcast hereunder which are
supplied by a third party pursuant to a contract with Programmer, it is agreed
that Licensee shall be subrogated to any rights which Programmer may have
against such third party, including the right to indemnification by such third
party.
22. HEADINGS. The headings of the sections of this Agreement are inserted
for convenience only and shall not be deemed to constitute part of this
Agreement or to affect the construction hereof.
23. COUNTERPARTS. This Agreement may be signed in any number of
counterparts with the same effect as if the signature on each such counterpart
were upon the same instrument.
24. SURVIVAL. All representations, warranties, covenants and agreements
made by any party in this Agreement or pursuant hereto shall survive execution
and delivery of this Agreement.
* * * * *
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IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by
their respective duly authorized officers as of the date first written above.
PROGRAMMER: CUMULUS BROADCASTING, INC.
By:
-------------------------------
Xxxxxxx Xxxxxxx
Chairman
LICENSEE: PHOENIX BROADCAST PARTNERS, INC.
By:
-------------------------------
Printed Name:
---------------------
Title:
----------------------------
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APPENDIX A
LMA PAYMENTS
In consideration of the airtime made available to Programmer pursuant to
this Agreement,Programmer shall reimburse Licensee on a monthly basis, in
arrears, within five days of the end of the month, the Station Expenses (defined
below) for the previous month for which Licensee has submitted to Programmer
invoices or other reasonable documentation of expenses. The term "Station
Expenses" as used herein means the reasonable and prudent expense actually
incurred by Licensee in operating the Station in compliance with the terms of
this Agreement (including without limitation Sections 3 and 6) and consistent
with past practice (except for changes resulting from the transactions
contemplated by this Agreement), including without limitation, those expenses
set forth below:
Employees
_______, General Manager $
_______
Payroll Taxes
Health Insurance
Life Insurance
Engineering:
Utilities $
Maintenance and Repairs
Music License Fees:
Ascap, BMI, Sesac
Property Insurance
Station Rent
Tower Rent
---------------
Total Expenses $
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