Exhibit 10.3
TIME BROKERAGE AGREEMENT
TIME BROKERAGE AGREEMENT (the "Agreement") dated as of November 12, 1998, by
and Multicultural Radio Broadcasting, Inc. ("Multicultural") (hereinafter
referred to as "Licensee") and NASSAU BROADCASTING PARTNERS, L.P., a Delaware
Limited Partnership (the "Broker").
WITNESSETH:
WHEREAS, Multicultural is authorized to operate Radio Stations WSBG-FM and
WVPO-AM, licensed to Stroudsburg, Pennsylvania and East Stroudsburg,
Pennsylvania, respectively (hereinafter referred to as the "Stations) pursuant
to licenses issued by the Federal Communications Commission ("FCC");
WHEREAS, the Broker, formerly the owner of the licenses has
contemporaneously, with the execution of this Agreement sold and conveyed all of
the assets of the radio stations to Licensee pursuant to a certain Asset
Purchase Agreement;
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, Licensee desires to enter into this Agreement to provide an interim
source of diverse programming and income to sustain the operations of the
Stations until the expiration of the Time Brokerage Agreement;
WHEREAS, Broker desires to provide an over-the-air program service to Monroe
and Pike Counties, Pennsylvania, using the facilities of the Stations;
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WHEREAS, Licensee agrees 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 Licensee 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. Licensee agrees to make broadcasting transmission
facilities of each of the Stations, including their respective subcarriers,
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 Licensee's facilities
or from other studios contracted for by Broker. The Programs are described in
ATTACHMENT I hereto. 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. PAYMENTS. Broker hereby agrees to pay Licensee for the broadcast of the
programs hereunder a fee in the amount of One Hundred and Seventy Five Thousand
Dollars ($175,000) quarterly, in advance, commencing on the Effective Date of
this Agreement as provided in Section 3 in fra below.
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3. TERM. This Agreement shall become effective on the Effective Date
defined herein and shall continue for a period of three (3) years thenceforth or
the date of termination, if terminated, pursuant to the provision of this
Agreement. Notwithstanding the above, upon mutual written consent the parties
may elect to extend the term for an additional two (2) years, provided that
either party provides written notice to the other at least 120 days prior to the
expiration of the term.
a. EFFECTIVE DATE. This Agreement shall become effective on the date
the Broker closes on the transfer of all of the assets of the station under that
certain Asset Purchase Agreement even date herewith.
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 STATIONS. Licensee represents that the Stations now
operate and will continue to operate in accordance with the authorizations
issued by the FCC. Throughout the term of this Agreement, Licensee 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
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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, Licensee 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 Licensee of Broker's
intention to terminate this Agreement and the Purchase Agreement, in which event
this 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.
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 Licensee), Licensee
shall not be required
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to receive or handle mail, cables, telegraph or telephone calls in connection
with the Programs broadcast hereunder unless Licensee has agreed in writing to
do so.
7. PROGRAMMING AND OPERATIONS STANDARDS. Broker agrees to abide by the
standards set forth in ATTACHMENT III hereto in its programming and operations.
Broker further agrees that if, in the sole judgment of Licensee, or the
Stations' General Manager, Broker does not comply with said standards, Licensee
may suspend or cancel any program not in compliance.
8. RESPONSIBILITY FOR EMPLOYEES AND EXPENSES.
8.1 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). Licensee 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 all telephone
calls associated with program production and listener responses, for all fees to
ASCAP, BMI and SESAC, and for any other copyright fees attributable to its
programming broadcast on the Stations.
8.2 PROGRAM TRANSMISSION COST AND MAINTENANCE. Broker shall be solely
responsible for all expenses incurred in the organization and/or delivery of
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programming from any remote location and the main studios of the stations,
including electric power at the station transmitter sites, and further shall be
responsible for all maintenance, including all expenses related thereto, of the
station's transmitter antennae, towers, and equipment, and in conjunction with
the broadcasting of programming and agrees to, among other things, and at its
sole expense, paint the AM tower on or before April 30, 1999, and replace the AM
studio console by fourth (4th) quarter 1999, and repair the Xxxxxx XX-1A
transmitter within 90 days of the date hereof, and otherwise agrees to turn over
all of such equipment to Licensee at the end of the LMA in good and working
order, normal wear and tear excepted.
9. TREATMENT OF LICENSEE'S REVENUES. Broker shall retain all Licensee's
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 estate taxes,
maintenance and repair of real and personal property of Licensee ("Accounts
Payable"), except for payment due Licensee's station manager and other
employees. Licensee 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, Licensee shall have full authority and power over the operations of
the
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Stations during the period of this Agreement, Licensee shall provide and pay
for the Manager(s) of the Stations, who shall report and be accountable solely
to Licensee and who shall direct the day-to-day operation of the Stations.
Licensee 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 Licensee to be of greater national, regional or local
interest, and the right to take any other actions necessary for 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. Licensee 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/program lists. Broker
shall, upon request by Licensee, provide Licensee with information with respect
to such of the Programs which are responsive to public needs and interest so as
to assist Licensee in the preparation of required programming reports and will
provide, upon request, other information to enable Licensee to prepare other
records, reports and logs required by the FCC or other local, state or federal
governmental agencies.
11. SPECIAL EVENTS. Licensee reserve the right, to preempt any of the
broadcasts of the Programs referred to herein and to use part or all of the time
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contracted for herein by Broker to broadcast special events of importance. In
all such cases, Licensee 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, Licensee shall be responsible for insuring
that each of the Stations' identification announcements are broadcast in
accordance with FCC requirements, and Broker shall cooperate with Licensee 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 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 Licensee 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,
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or more frequently upon the request of Licensee, to provide Licensee 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 Licensee's business, and Broker acknowledges that
Licensee has not urged, counseled or advised the use of any unfair business
practice.
16. POLITICAL ADVERTISING. Broker shall cooperate with Licensee as
Licensee complies 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 Licensee
as may benecessary to comply with the lowest unit charge requirements of Section
315 of the Act. To the extent that Licensee believes necessary, in Licensee's
sole discretion, Broker shall release advertising availability's to Licensee 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 Licensee as a result of such a release of advertising time shall
promptly be remitted to Broker. In any event, with respect to the Stations,
Licensee 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 Licensee
harmless against all liability for its material breach of representations,
warranties or
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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 Licensee harmless from any and all claims, damages, liability,
costs and expenses, including reasonable attorneys' fees, arising from the
broadcasting of the Programs. Licensee reserves the right to refuse to broadcast
any Programs containing matter which is or, in the reasonable opinion of
Licensee, may be, or which a third party claims to be, violative of any right of
Licensee or which may constitute a personal attack as the term is and has been
defined by the Commission. Broker's obligation to hold Licensee harmless against
the liabilities specified above shall survive any termination of this Agreement
until the expiration of all applicable statutes of limitation. Reciprocally,
Licensee shall indemnify and hold Broker harmless against all liability for its
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, Licensee warrants that the broadcasting of the
Programs will not violate any rights of others, and Licensee agrees 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 Licensee. Licensee's obligation to hold Broker harmless
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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 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, Licensee preempts or substitutes other
programming
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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 thirty (30) business days, or fifteen (1 5) 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 the non-defaulting party may
terminate this Agreement after any relevant cure period provided herein or
therein if that party is not also in material default pursuant to this Agreement
. If Licensee terminates this Agreement because Broker has defaulted in the
performance of its obligations under this Agreement, Licensee 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
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agreements and unaired advertisements, but not for Licensee's federal, state and
local tax liabilities associated with Broker's payments to Licensee 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 Licensee 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, permits or authorizations held by Licensee 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 Licensee shall cooperate with Broker provided that
Broker shall be responsible for legal fees incurred in such proceedings) or
Broker shall notify Licensee 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, Licensee 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 Licensee
to assemble and provide to the FCC information
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relating to Broker's performance under this Agreement. In the event of
termination upon such governmental order(s), Broker shall pay to Licensee any
fees due but unpaid as of the date of termination unless prohibited by such
order(s) and Licensee shall reasonably cooperate with Broker to the extent
permitted to enable Broker to fulfill advertising or other programming contracts
then outstanding, in which event Licensee 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.
20. REPRESENTATIONS AND WARRANTIES.
20.1 MUTUAL REPRESENTATIONS AND WARRANTIES. Licensee 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. Licensee and Broker warrant,
represent, covenant and certify that Licensee maintains, 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. Licensee 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.
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20.2 LICENSEE'S REPRESENTATIONS, WARRANTIES AND COVENANTS. Licensee
makes the following further representations, warranties and covenants:
1 . AUTHORIZATIONS. Licensee holds and owns 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 Licensee or of any of their principals, employees, or agents.
2. LITIGATION. There is not now pending or, to the knowledge of
Licensee, 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). Licensee, 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 BROKER'S 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
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constituting or creating, directly or indirectly, actual or practical ownership
of Licensee 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 Licensee or any of the Stations, which
ownership and control will remain exclusively and at all times in the Licensee;
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 License or the transfer
of control of the Licensee within the meaning of Section 310(d) of the Act,
without the FCC's necessary prior written consent having been obtained.
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 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 Licensee and Broker herein
provided are cumulative and are not exclusive of any right or remedies which
they may otherwise have.
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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 Licensee for the FCC licenses
for the Stations. Licensee 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 SIGNATURE. 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
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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 Licensee 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 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.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
MULTICULTURAL RADIO BROADCASTING, INC.
By: /s/ Xxxxxx Xxx
---------------------------------------
Xxxxxx Xxx, President
NASSAU BROADCASTING PARTNERS, L.P.
By: Nassau Broadcasting Partners,
Inc., its general partner
By: /s/ Xxxxx X. Xxxxxxxxxx, Xx.
--------------------------------------------
Xxxxx X. Xxxxxxxxxx, Xx., President
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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.
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TIME BROKERAGE AGREEMENT
ATTACHMENT II
INTENTIONALLY BLANK
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TIME BROKERAGE AGREEMENT
ATTACHMENT III
Broker agrees to cooperate with Licensee 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.
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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.
VIL. 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; also.,
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.
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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 Licensee's 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,
XVI. ANNOUNCEMENTS. Broker shall broadcast (i) an announcement
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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 Stations
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
Licensee's 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
Licensee which reserves the right, in its sole discretion, to reject any game,
contest or promotion.
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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 Licensee, be injurious or prejudicial to the interests of the
public, each of the Stations, or honest advertising and reputable business in
general.
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Licensee, 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 Licensee for decision before making any commitments in
connection therewith.
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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 WVPO (AM) and
WSBG (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
28
person, which matter at the time so broadcast has not been announced or
otherwise indicated as paid for or furnished by such person.
5. In the future, he will not pay, promise to pay, request or receive any
service, 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
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f. the sale of advertising time other than on the Stations or any other
station owned by the Broker.
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 199
Notary Public
My commission expires:
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TIME BROKERAGE AGREEMENT
ATTACHMENT V
If the notice is to Licensees, to It at:
Multicultural Radio Broadcasting, Inc.
000 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxx, President
with a copy to:
Xxxx X. Xxxx, Esq.
Shook, Hardy & Bacon, LLP
000 Xxxxxxxxxxxx Xxxxxx, XX
Xxxxx 000
Xxxxxxxxxx, XX 00000
If the notice is to Broker:
Nassau Broadcasting Partners, L.P.
000 Xxxxxxxxx Xxxx, Xxxxx Xxxxx
Xxxxxxxxx, Xxx Xxxxxx 00000
Attention: Xxxxx X. Xxxxxxxxxx, Xx.
with a copy to:
Xxxx X. Xxxxxx, Esq.
Xxxxxx & Xxxxxxxx
A Professional Corporation
00 Xxxx Xxxxx Xxxxxx, Xxxxx 0000
X.X. Xxx 0000
Xxxxxxx, Xxx Xxxxxx 00000-0000
