Document/Exhibit Description Pages Size
1: 10-Q Paxson Communications, Inc. Form 10-Q 21 142K
13: EX-10.100 Asset Purchase Agreement 40 175K
14: EX-10.101 Asset Purchase Agreement 41 177K
15: EX-10.102 Asset Purchase Agreement 45 190K
16: EX-10.103 Construction Agreement 9 37K
17: EX-10.104 Loan Agreement 29 120K
18: EX-10.105 Asset Purchase Agreement 44 184K
19: EX-10.106 Asset Purchase Agreement 42 176K
20: EX-10.107 Agreement and Plan of Merger 34 110K
21: EX-10.107.01 First Amendment to Agreement and Plan of Merger 3 17K
22: EX-10.108 Asset Purchase Agreement 41 174K
23: EX-10.109 Option Agreement 9 35K
24: EX-10.110 Subordinated Note 13 50K
25: EX-10.111 Asset Purchase Agreement 40 142K
26: EX-10.112 Asset Purchase Agreement 40 169K
27: EX-10.113 Time Brokerage Agreement 28 96K
28: EX-10.114 Purchase Agreement 17 63K
29: EX-10.115 Asset Purchase Agreement 32 138K
30: EX-10.116 Asset Purchase Agreement 32 148K
31: EX-10.117 Asset Purchase Agreement 32 144K
32: EX-10.118 Asset Purchase Agreement 33 147K
33: EX-10.119 Time Brokerage Agreement 16 70K
34: EX-10.120 Loan Agreement 28 109K
35: EX-10.121 Second Amendment to Asset Purchase Agreement 6 22K
36: EX-10.122 Asset Purchase Agreement 41 180K
37: EX-10.123 Asset Purchase Agreement 94 303K
38: EX-10.124 Loan Agreement 52 170K
39: EX-10.125 Time Brokerage Agreement 28 98K
40: EX-10.126 Option Agreement 18 64K
2: EX-10.89 Amended as Restated Promissory Note 6 25K
3: EX-10.90 First Anemdment to Loan Agreement 2 15K
4: EX-10.91 Asset Purchase Agreement 15 73K
5: EX-10.92 Asset Purchase Agreement 41 174K
6: EX-10.93 The Brokerage Agreement 29 97K
7: EX-10.94 Asset Purchase Agreement 38 173K
8: EX-10.95 First Amendment 2 15K
9: EX-10.96 Promissory Note 4 21K
10: EX-10.97 Stock Purchase Agreement 42 199K
11: EX-10.98 Asset Purchase Agreement 42 178K
12: EX-10.99 Asset Purchase Agreement 42 177K
41: EX-27 Financial Data Schedule (For SEC Use Only) 1 12K
EXHIBIT 10.93
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TIME BROKERAGE AGREEMENT
BY AND BETWEEN
PRESS BROADCASTING COMPANY, INC.
AND
PAXSON BROADCASTING OF ORLANDO, LIMITED PARTNERSHIP
FOR
RADIO STATION WTKS(FM)
COCOA BEACH, FLORIDA
* * *
MAY 31, 1996
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TABLE OF CONTENTS
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SECTION 1. LEASE OF STATION AIR TIME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.1 Representations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 Effective Date; Term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.3 Scope . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.4 Option to Renew . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.5 Consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.6 Licensee Operation of the Station. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.7 Licensee Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.8 Programmer Responsibility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
1.9 Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
SECTION 2. STATION OBLIGATION TO ITS COMMUNITY OF LICENSE . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2.1 Licensee Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2.2 Additional Licensee Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2.3 Responsibility for Employees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
SECTION 3. STATION PROGRAMMING POLICIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
3.1 Broadcast Station Programming Policy Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
3.2 Licensee Control of Programming . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
3.3 Programmer Compliance with Copyright Act. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
3.4 Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
3.5 Payola . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
3.6 Cooperation on Programming . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
3.7 Staffing Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
3.8 Accounts Receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
3.9 Trade and Barter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
SECTION 4. INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
4.1 Programmer's Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
4.2 Licensee's Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
4.3 Limitation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
4.4 Procedure for Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
4.5 Time Brokerage Challenge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
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SECTION 5. ACCESS TO PROGRAMMER MATERIALS AND CORRESPONDENCE . . . . . . . . . . . . . . . . . . . . . . . . . 10
5.1 Confidential Review . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
5.2 Political Advertising . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
SECTION 6. TERMINATION AND REMEDIES UPON DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
6.1 Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
6.2 Force Majeure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
6.3 Other Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 7. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
7.1 Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
7.2 Call Letters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
7.3 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
7.4 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
7.5 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
7.6 Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
7.7 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
7.8 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
7.9 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
7.10 Arbitration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
7.11 No Joint Venture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
7.13 Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
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TIME BROKERAGE AGREEMENT
TIME BROKERAGE AGREEMENT, made this 31st day of May, 1996, by and
between PRESS BROADCASTING COMPANY, INC., a New Jersey corporation (the
"Licensee") and PAXSON BROADCASTING OF ORLANDO, LIMITED PARTNERSHIP, a Florida
limited partnership (the "Programmer").
WHEREAS, Licensee is the owner and operator of Radio Station WTKS(FM),
Cocoa Beach, Florida (the "Station") pursuant to authorizations issued by the
Federal Communications Commission ("FCC").
WHEREAS, Programmer is involved in radio station ownership and
operation and has entered into an Asset Purchase Agreement with Licensee to
purchase the Station;
WHEREAS, the Licensee wishes to retain Programmer to provide
programming for the Station that is in conformity with the Station's policies
and procedures, FCC policies for time brokerage arrangements, and the
provisions hereof.
WHEREAS, Programmer agrees to use the Station to broadcast such
programming of its selection that is in conformity with all rules, regulations
and policies of the FCC, subject to Licensee's full authority to manage and
control the operation of the Station.
WHEREAS, Programmer and Licensee agree to cooperate to make this Time
Brokerage Agreement work to the benefit of the public and both parties and as
contemplated in this Agreement.
NOW, THEREFORE, in consideration of the above recitals and mutual
promises and covenants contained herein, the parties, intending to be legally
bound, agree as follows:
SECTION 1. LEASE OF STATION AIR TIME
1.1 Representations. Both Licensee 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 material agreement,
contract or other obligation to which either party is subject or by which it is
bound.
1.2 Effective Date; Term. The effective date of
this Agreement shall be June 17, 1996 (the "Effective Date") and it shall
continue in force for an initial term of twelve months from that date unless
otherwise extended or terminated as set forth below.
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1.3 Scope. During the term of this Agreement and any
renewal thereof, Licensee shall make available to Programmer broadcast time
upon the Station as set forth in this Agreement. Programmer shall deliver such
programming, at its expense, to the Station's transmitter facilities or other
authorized remote control points as reasonably designated by Licensee.
Programmer shall have the right to produce its programming (including
commercial amounts and related production activities) from the Licensee's
existing studio and production facilities. Subject to Licensee's reasonable
approval, as set forth in this Agreement, Programmer shall provide programming
of Programmer's selection complete with commercial matter, news, public service
announcements and other suitable programming to the Licensee up to one hundred
sixty two hours per week. Programmer agrees to substantially continue or
maintain the existing programming of the Station during the hours of 5:58 a.m.
to 9:00 p.m. Monday through Sunday; provided, however, that the parties
recognize that Programmer at its sole discretion shall have the right to
discontinue the program "Passion Phones". Notwithstanding the foregoing, the
Licensee may designate such additional time as it may require without any
adjustment of the monthly consideration to be paid to Licensee under Section
1.5 for the broadcast of programming necessary for the Station to broadcast
news, public affairs, religious and non-entertainment programming as required
by the FCC. All program time not reserved by or designated for Licensee shall
be available for use by Programmer and no other party.
1.4 Option to Renew. Subject to the termination
provisions of Section 6 hereof, this Agreement may be renewed for an additional
term as mutually agreed upon by the Licensee and the Programmer.
1.5 Consideration. As consideration for the air
time made available hereunder Programmer shall make payments to Licensee as set
forth in Attachment I.
1.6 Licensee Operation of the Station. Licensee
will have full authority, power and control over the management and operations
of the Station during the term of this Agreement and during any renewal of such
term. Licensee will bear all responsibility for the Station's compliance with
all applicable provisions of the Communications Act of 1934, as amended (the
"Act"), the rules, regulations and policies of the FCC and all other applicable
laws. Licensee shall be solely responsible for and pay in a timely manner all
customary operating costs of the Station, including but not limited to
maintenance of the studio and transmitting facility and costs of electricity,
except that Licensee shall be entitled to reimbursement pursuant to Attachment
I hereof and Programmer shall be responsible for the costs of its programming
and its personnel as provided in Sections 1.8 and 2.3 hereof. Licensee shall
employ at its expense management level and other employees consisting of a
General Manager and such operational and other personnel who will direct the
day-to-day operations of the Station, and who will report to and be accountable
to the Licensee.
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Licensee shall be responsible for the salaries, taxes, insurance and related
costs for all personnel employed by the Station and shall maintain the
insurance coverage existing on the date hereof on the Station's transmission
facilities. During the term of the Agreement and any renewal hereof,
Programmer agrees to perform, without charge, routine monitoring of the
Station's transmitter performance and tower lighting by remote control, if and
when requested by Licensee.
1.7 Licensee Representations and Warranties.
Licensee represents and warrants as follows:
(a) Licensee owns and holds or will hold all licenses and
other permits and authorizations necessary for the operation of the Station,
and such licenses, permits and authorizations are and will be in full force and
effect throughout the term of this Agreement. Except as set forth on Schedule
1.7(a) hereto, there is not now pending, or to Licensee's best knowledge,
threatened, any action by the FCC or by any other party to revoke, cancel,
suspend, refuse to renew or modify adversely any of such licenses, permits or
authorizations. Licensee is not in material violation of any statute,
ordinance, rule, regulation, policy, order or decree of any federal, state or
local entity, court or authority having jurisdiction over it or the Station,
which would have a material effect upon the Licensee, the Station or upon
Licensee's ability to perform this Agreement. Licensee shall not take any
action or omit to take any action which would have a material impact upon the
Licensee, the Station or upon Licensee's ability to perform this Agreement.
All reports and applications required to be filed with the FCC or any other
governmental body have been, and during the course of the term of this
Agreement or any renewal thereof, will be filed in a timely and complete
manner. During the term of this Agreement and any renewal thereof, Licensee
shall not dispose of, transfer, assign or pledge any of Licensee's assets and
properties without the prior written consent of the Programmer which consent
shall not be unreasonably withheld, if such action would have a materially
adverse effect on Licensee's performance hereunder or the business and
operations of Licensee or the Station permitted hereby.
(b) Licensee shall pay, in a timely fashion, all of the
expenses incurred in operating the Station including salaries and benefits of
its two employees, lease payments, utilities, taxes, programming expenses,
etc., as set forth in Attachment II (except those for which a good faith
dispute has been raised with the vendor or taxing authority), and shall provide
Programmer with a certificate of such timely payment within thirty (30) days of
the end of each month and Programmer shall reimburse Licensee for those
payments pursuant to the procedures set forth in Attachments I and II hereof.
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1.8 Programmer Responsibility. Programmer shall
be solely responsible for any expenses incurred in the origination and/or
delivery of programming from any remote location and for any publicity or
promotional expenses incurred by Programmer, including, without limitation,
ASCAP and BMI music license fees for all programming provided by Programmer and
shall employ and be responsible for the salaries, commission, taxes, insurance
and all other related expenses for all personnel involved in the production and
broadcast of its Programs (including but not limited to air personalities,
outside air talent, including syndicated programming, engineering personnel,
sales personnel, traffic personnel, board operators and other programmers and
production staff members). Such payments by Programmer shall be in addition to
any other payments to be made by Programmer under this Agreement. Programmer
shall comply in all material respects with the terms of the Station's contracts
providing for the talent services of Jim Philips, Ed Tyll and Howard Stern and
shall keep in full force and effect such contracts during the term hereof
unless the term of such contracts expires in the ordinary course prior to the
termination of this Agreement.
1.9 Contracts. Programmer will enter into no
third-party contracts, leases or agreements which will bind Licensee in any way
except with Licensee's prior written approval.
SECTION 2. STATION OBLIGATION TO ITS COMMUNITY OF LICENSE
2.1 Licensee Authority. Notwithstanding any
other provision of this Agreement, Programmer recognizes that Licensee has
certain obligations to broadcast programming to meet the needs and interests of
listeners in Cocoa Beach, Florida, the Station's service area. From time to
time the Licensee shall air specific programming on issues of importance to the
local community. Nothing in this Agreement shall abrogate the unrestricted
authority of the Licensee to discharge its obligations to the public and to
comply with the Act and the rules and policies of the FCC.
2.2 Additional Licensee Obligations. Although
both parties shall cooperate in the broadcast of emergency information over the
Station, Licensee shall also retain the right to interrupt Programmer's
programming in case of an emergency or for programming which, in the good faith
judgment of Licensee, is of greater local or national public importance.
Licensee shall also coordinate with Programmer the Station's hourly Station
identification and any other announcements required to be aired by FCC rules.
Licensee shall continue to maintain a main studio, as that term is defined by
the FCC, within the Station's principal community contour, shall maintain its
local public inspection file in accordance with FCC rules, regulations and
policies, and shall prepare and place in such inspection file or files in a
timely manner all material required by Section 73.3526 of the
- 5 -
FCC's Rules, including without limitation the Station's quarterly issues and
program lists. Programmer shall, upon request by Licensee, provide Licensee
with such information concerning Programmer's programs and advertising as is
necessary to assist Licensee in the preparation of such information. Licensee
shall also maintain the Station's logs, receive and respond to telephone
inquiries, and control and oversee any remote control point which may be
established for the Station.
2.3 Responsibility for Employees and Expenses.
Programmer shall employ and be solely responsible for the salaries, commission,
taxes, insurance and related costs for all personnel used in the production of
its programming (including, but not limited to, salespeople, technical staff,
traffic personnel, board operators, programming staff and air personalities).
Licensee will provide and be responsible for the Station's personnel necessary
for the broadcast transmission of its own programs (including, without
limitation, the Station's General Manager and such operational and other
personnel as may be necessary or appropriate), and will be responsible for the
salaries, taxes, benefits, insurance and related costs for all the Licensee's
employees used in the broadcast transmission of its programs and necessary to
other aspects of the Station operation. Whenever on the Station's premises,
all personnel shall be subject to the overall supervision of Licensee's General
Manager.
SECTION 3. STATION PROGRAMMING POLICIES
3.1 Broadcast Station Programming Policy
Statement. Licensee has adopted and will enforce a Broadcast Station
Programming Policy Statement (the "Policy Statement"), a copy of which appears
as Attachment III hereto and which may be amended in a reasonable manner from
time to time by Licensee upon notice to Programmer. Programmer agrees and
covenants to comply in all material respects with the Policy Statement, to all
rules and regulations of the FCC, and to all changes subsequently made by
Licensee or the FCC. Programmer 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 prepared and presented in conformity with the rules,
regulations and policies of the FCC and with the Policy Statement set forth in
Attachment III hereto. All advertising spots and promotional material or
announcements shall comply with applicable federal, state and local regulations
and policies and shall be produced in accordance with quality standards
established by Programmer. If Licensee determines that a program supplied by
Programmer is for any reason, within Licensee's sole discretion, unsatisfactory
or unsuitable or contrary to the public interest, or does not comply with the
Policy Statement it may, upon prior written notice to Programmer (to the extent
time permits such notice), suspend or cancel such program without liability to
Programmer. Licensee will use reasonable efforts to provide such written
notice to Programmer prior to the suspension or cancellation of such program.
- 6 -
3.2 Licensee Control of Programming. Programmer
recognizes that the Licensee has full authority to control the operation of the
Station. The parties agree that Licensee's authority includes but is not
limited to the right to reject or refuse such portions of the Programmer's
programming which Licensee believes to be unsatisfactory, unsuitable or
contrary to the public interest. Programmer shall have the right to change the
programming supplied to Licensee and shall give Licensee at least twenty-four
(24) hours notice of substantial and material changes in such programming.
3.3 Programmer Compliance with Copyright Act.
Programmer represents and warrants to Licensee that Programmer has full
authority to broadcast its programming on the Station, and that Programmer
shall not broadcast any material in violation of the Copyright Act. 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. Licensee will
maintain ASCAP, BMI and SESAC licenses as necessary. The right to use the
programming and to authorize its use in any manner shall be and remain vested
in Programmer.
3.4 Sales. Programmer shall retain all of the
Station's network compensation revenues, any revenues received from any network
or program supplier with respect to affiliation or use of programming by
Programmer, and all revenues from the sale of advertising time within the
programming it provides to the Licensee. Programmer shall be responsible for
payment of all expenses attributable thereto, including, but not limited to,
the commissions due to any national sales representative engaged by it for the
purpose of selling national advertising which is carried during the programming
it provides to Licensee. Unless otherwise agreed between the parties, Licensee
shall retain all revenues from the sale of Station's advertising during the
hours each week in which the Licensee airs its own programming pursuant to
Section 1.3 hereof.
3.5 Payola. Programmer agrees that it will not
accept any consideration, 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 to annually, or more frequently at the
request of the Licensee, execute and provide Licensee with a Payola Affidavit
from each of its employees involved with the Station substantially in the form
attached hereto as Attachment IV.
- 7 -
3.6 Cooperation on Programming. Programmer and
Licensee mutually acknowledge their interest in ensuring that the Station serve
the needs and interests of listeners in Cocoa Beach and the surrounding service
area and agree to cooperate to provide such service. Licensee shall, on a
regular basis, assess the issues of concern to residents of Cocoa Beach and the
surrounding area and address those issues in its public service programming.
Programmer, in cooperation with Licensee, will endeavor to ensure that
programming responsive to the needs and interests of the community of license
and surrounding area is broadcast, in compliance with applicable FCC
requirements. Licensee will describe those issues and the programming that is
broadcast in response to those issues and place issues/programs lists in the
Station's public inspection file as required by FCC rules. Further, Licensee
may request, and Programmer shall provide, information concerning such of
Programmer's programs as are responsive to community issues so as to assist
Licensee in the satisfaction of its public service programming obligations.
Programmer shall also provide Licensee upon request such other information
necessary to enable Licensee to prepare records and reports required by the
Commission or other local, state or federal government entities.
3.7 Staffing Requirements. Licensee will be in
full compliance with the main studio staff requirements as specified by the
FCC.
3.8 Accounts Receivable. As soon as practicable
after the Effective Date, Licensee shall deliver to Programmer a complete and
detailed list of all the Accounts Receivable of the Station. During the four
(4) month period following the Effective Date (the "Collection Period"),
Programmer shall use its best efforts, as Licensee's agent, to collect the
Accounts Receivable in the usual and ordinary course of business. Programmer
shall not be required to institute any legal proceedings to enforce the
collection of any Accounts Receivable or to refer any of the Accounts
Receivable to a collection agency. Programmer shall not adjust any Accounts
Receivable or grant credit without Licensee's written consent, and any amounts
collected pursuant to this Section during any calendar month shall be paid to
Licensee by the 10th of the following calendar month. Programmer further
agrees not to pledge, secure or otherwise encumber such Accounts Receivable or
the proceeds therefrom. On the first day of November, 1996, Programmer shall
turn back the uncollected Accounts Receivable, together with all files
concerning the collection or attempts to collect the Accounts Receivable, and
Programmer's responsibility and liability for the collection of the Accounts
Receivable shall cease. Unless otherwise specifically designated by the
customers, payments received from customers shall be applied first to
obligations such customers incurred up until midnight on the day prior to the
Effective Date and shall not be applied to any obligations incurred by such
customer after midnight on the Effective Date until the amount of the Accounts
Receivable has been paid in full, unless Accounts Receivable are disputed by
the account debtor, in which event such disputed Account
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Receivable, to the extent disputed, and all records pertaining thereto, shall
be turned back to Licensee for resolution within sixty (60) days. Programmer
shall incur no liability to Licensee for any uncollected account unless
Programmer shall have engaged in willful misconduct or gross negligence in the
collection of such account. During the Collection Period, except for disputed
accounts, neither Licensee nor its agents shall make any direct solicitation of
the account debtors for collections purposes. The accounting for the Accounts
Receivable shall follow the same method and practices as now employed by
Licensee for the Station, using where reasonable, the computer now being used
by Licensee, with Licensee's software programs, Licensee's General Manager
shall have the right to review and audit the Accounts Receivable record keeping
and collection process to verify the accuracy of the amount(s) to be paid over
the Licensee.
3.9 Trade and Barter. To the extent they are
assignable, Licensee shall on the Effective Date assign to Programmer all of
its trade and barter agreements for the sale of advertising time, other than
for cash, with respect to the Station, (the "Assigned Trade and Barter
Agreements"). If on the Effective Date, the aggregate value of the goods,
services or other items to be received by the Station on or after the Effective
Date under the Assigned Trade and Barter Agreements minus the aggregate value
of the Station's obligations on or after the Effective Date under the Assigned
Trade and Barter Agreements, is less than $30,000, then Buyer shall receive a
credit against the Monthly Fee (see Attachment I) for the amount of such
deficit. The liability of the Station for unperformed time for purposes of
this Section shall be valued according to the Station's prevailing rates as of
the Effective Date. Programmer shall be entitled to any goods, services, or
other items to be received after the Effective Date, and shall be obligated to
include in its programming and to air the advertising as required under the
trade, barter, or similar arrangement.
SECTION 4. INDEMNIFICATION
4.1 Programmer's Indemnification. Programmer
shall indemnify and hold harmless Licensee from and against any and all claims,
losses, costs, liabilities, damages, forfeitures and expenses (including
reasonable legal fees and other expenses incidental thereto) of every kind,
nature and description (collectively, "Damages") resulting from (i)
Programmer's breach of any representation, warranty, covenant or agreement
contained in this Agreement, or (ii) any action taken by Programmer or its
employees and agents with respect to the Station, or any failure by Programmer
or its employees and agents to take any action with respect to the Station,
including, without limitation, damages relating to violations of the Act or any
rule, regulation or policy of the FCC, slander, defamation or other claims
relating to programming provided by Programmer and Programmer's broadcast and
sale of advertising time on the Station.
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4.2 Licensee's Indemnification. Licensee shall
indemnify and hold harmless Programmer from and against any and all claims,
losses, consents, liabilities, damages, FCC forfeitures and expenses (including
reasonable legal fees and other expenses incidental thereto) of every kind,
nature and description, arising out of Licensee's operation of, and broadcasts
on, the Station to the extent permitted by law and any action taken by the
Licensee or its employees and agents with respect to the Station, or any
failure by Licensee or its employees and agents to take any action with respect
to the Station.
4.3 Limitation. Neither Licensee nor Programmer
shall be entitled to indemnification pursuant to this section unless such claim
for indemnification is asserted in writing delivered to the other party.
4.4 Procedure for Indemnification. The procedure
for indemnification shall be as follows:
(a) The party claiming indemnification (the
"Claimant") shall promptly give written notice to the party from which
indemnification is claimed (the "Indemnifying Party") of any claim, whether
between the parties or brought by a third party, specifying in reasonable
detail the factual basis for the claim. If the claim relates to an action,
suit, or proceeding filed by a third party against Claimant, such notice
shall be given by Claimant no later than five (5) business days after
written notice of such action, suit, or proceeding was given to Claimant.
(b) With respect to claims solely between the
parties, following receipt of notice from the Claimant of a claim, the
Indemnifying Party shall have thirty days to make such investigation of the
claim as the Indemnifying Party deems necessary or desirable. For the
purposes of such investigation, the Claimant agrees to make available to the
Indemnifying Party or its authorized representatives the information relied
upon by the Claimant to substantiate the claim. If the Claimant and the
Indemnifying Party agree in writing at or prior to the expiration of the
thirty-day period (or any mutually agreed upon extenstion thereof) to the
validity and amount of such claim, the Indemnifying Party shall immediately
pay to the Claimant the full amount of the claim or such amount as agreed to
by the parties. If the Claimant and the Indemnifying Party do not agree
within the thirty-day period (or any mutually agreed upon extension thereof),
the Claimant may seek appropriate remedy under the arbitration provisions of
this Agreement, as applicable.
(c) With respect to any claim by a third party as
to which the Claimant is entitled to indemnification under this Agreement, the
Indemnifying Party shall have the right at its own expense, to participate in
or assume control of the defense of such claim, and the Claimant shall
cooperate fully with the Indemnifying Party, subject to reimbursement for
- 10 -
actual out-of-pocket expenses incurred by the Claimant as the result of a
request by the Indemnifying Party. If the Indemnifying Party elects to assume
control of the defense of any third-party claim, the Claimant shall have the
right to participate in the defense of such claim at its own expense. If the
Indemnifying Party does not elect to assume control or otherwise participate in
the defense of any third party claim, it shall be bound by the results obtained
by the Claimant with respect to such claim.
(d) If a claim, whether between the parties or by a
third party, requires immediate action, the parties will make every effort to
reach a decision with respect thereto as expeditiously as possible.
(e) The indemnifications rights provided herein
shall extend to the shareholders, directors, officers, employees,
representatives and successors and assigns of any Claimant although for the
purpose of the procedures set forth in this Section 4.4, any indemnification
claims by such parties shall be made by and through the Claimant.
4.5 Time Brokerage Challenge. If this Agreement
is challenged at the FCC, whether or not in connection with the Station's
license renewal application, counsel for the Licensee 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 do not receive the approval of the
FCC Staff, then the parties shall reform the Agreement as necessary to satisfy
the FCC Staff's concerns or, at Programmer's option and expense, seek reversal
of the Staff's decision and approval from the full Commission or a court of
law.
SECTION 5. ACCESS TO PROGRAMMER MATERIALS AND CORRESPONDENCE
5.1 Confidential Review. Prior to the
commencement of any programming by Programmer under this Agreement, Programmer
shall acquaint the Licensee with the nature and type of the programming to be
provided. Licensee shall be entitled to review at its discretion from time to
time on a confidential basis any of Programmer's programming material it may
reasonably request. Programmer shall promptly provide Licensee with copies of
all correspondence and complaints received from the public (including any
telephone logs of complaints called in), and copies of all program logs and
promotional materials. However, nothing in this section shall entitle Licensee
to review the internal corporate or financial records of the Programmer.
5.2 Political Advertising. Programmer shall cooperate
with Licensee to assist Licensee in complying with all rules of the FCC
regarding political broadcasting. Licensee shall promptly supply to
Programmer, and Programmer shall promptly supply to
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Licensee, such information, including all inquiries concerning the broadcast of
political advertising, as may be necessary to comply with FCC rules and
policies, including the lowest unit rate, equal opportunities, reasonable
access, political file and related requirements of federal law. Licensee, in
consultation with 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 Licensee in its compliance with the political
broadcasting requirements of the FCC, then to the extent reasonably necessary
to assure such compliance, Programmer shall either provide rebates to political
advertisers or release broadcast time and/or advertising availabilities to
Licensee at no cost to Licensee.
SECTION 6. TERMINATION AND REMEDIES UPON DEFAULT
6.1 Termination.
A. In addition to other remedies available at law or equity,
this Agreement may be terminated as set forth below by either Licensee or
Programmer by written notice to the other if the party seeking to terminate is
not then in material default or material breach hereof, upon the occurrence of
any of the following:
(a) subject to the provisions of Section 7.9,
this Agreement is declared invalid or illegal in whole or substantial part by
an order or decree of an administrative agency or court of competent
jurisdiction and such order or decree has become final and no longer subject to
further administrative or judicial review;
(b) the other party is in material breach of its
obligations hereunder and has failed to cure such breach within thirty (30)
days of notice from the non-breaching party;
(c) the mutual consent of both parties;
(d) there has been a material change in FCC
rules, policies or precedent that would cause this Agreement to be in violation
thereof and such change is in effect and not the subject of an appeal or
further administrative review and this Agreement cannot be reformed, in a
manner acceptable to Buyer and Seller, to remove and/or eliminate the
violation;
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(e) upon the sale of the Station to Programmer by
Licensee; or
(f) upon the termination by either party of the
Asset Purchase Agreement of even date herewith between Licensee and Programmer
pursuant to Section 9.1(c) or 9.2(c) of such Asset Purchase Agreement.
B. In the event that the Asset Purchase Agreement of
even date herewith between Licensee and Programmer is terminated under either
Section 9.1 or 9.2 of said Asset Purchase Agreement, this Agreement will
terminate as follows:
(i) If the termination occurs between
the first and fifteenth day of a
calendar month, this Agreement will
terminate on the last day of that
month;
(ii) If the termination occurs between
the 16th and last day of a calendar
month, this Agreement will terminate
on the last day of the following
month.
C. During any period prior to the effective date of any
termination of this Agreement, Programmer and Licensee agree to cooperate in
good faith to ensure that Station's operations will continue, to the extent
possible, in accordance with the terms of this Agreement and that the
termination of this Agreement is effected in a manner that will minimize, to
the extent possible, the resulting disruption of the Station's ongoing
operations.
6.2 Force Majeure. Any failure or impairment of the Station's
facilities or any delay or interruption in the broadcast of programs, or
failure at any time to furnish facilities, in whole or in part, for broadcast,
due to Acts of God, strikes, lockouts, material or labor restrictions by any
governmental authority, civil riot, floods and any other cause not reasonably
within the control of Licensee, or for power reductions necessitated for
maintenance of the Station or for maintenance of other Station located on the
tower from which the Station will be broadcasting, shall not constitute a
breach of this Agreement and Licensee will not be liable to Programmer for
reimbursement or reduction of the consideration owed to Licensee.
6.3 Other Agreements. During the term of this Agreement or any
renewal hereof, Licensee will not enter into any other agreement with any third
party that would conflict with or result in a material breach of this Agreement
by Licensee.
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SECTION 7. MISCELLANEOUS
7.1 Assignment.
(a) This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and permitted
assigns.
(b) Neither this Agreement nor any of the rights,
interests or obligations of either party hereunder shall be assigned,
encumbered, hypothecated or otherwise transferred without the prior written
consent of the other party, such consent not to be unreasonably withheld.
7.2 Call Letters. Upon request of Programmer,
subject to the consent of the Licensee, Licensee shall apply to the FCC for
authority to change the call letters of the Station (with the consent of the
FCC) to such call letters that Programmer shall reasonably designate. Licensee
must coordinate with Programmer any proposed changes to the call letters of the
Station before taking any action to change such letters.
7.3 Counterparts. This Agreement may be executed
in one or more counterparts, each of which will be deemed an original but all
of which together will constitute one and the same instrument.
7.4 Entire Agreement. This Agreement and the
Attachments hereto embodies the entire agreement and understanding of the
parties relating to the operation of the Station. No amendment, waiver of
compliance with any provision or condition hereof, or consent pursuant to this
Agreement will be effective unless evidenced by an instrument in writing signed
by the parties.
7.5 Taxes. Licensee and Programmer shall each
pay its own ad valorem taxes, if any, which may be assessed on such party's
respective personal property for the periods that such items are owned by such
party. Programmer shall pay all taxes, if any, to which the consideration
specified in Section 1.5 herein is subject, provided that Licensee is
responsible for payment of its own income taxes.
7.6 Headings. The headings are for convenience
only and will not control or affect the meaning or construction of the
provisions of this Agreement.
7.7 Governing Law. The obligations of Licensee
and Programmer are subject to applicable federal, state and local law, rules
and regulations, including, but not limited to, the Act and the Rules and
Regulations of the FCC. The construction and
- 14 -
performance of the Agreement will be governed by the laws of the State of
Florida. Both parties hereby waive their right to a trial by jury.
7.8 Notices. All notices, demands and requests required or
permitted to be given under the provisions of this Agreement shall be (i) in
writing, (ii) sent by telecopy (with receipt personally confirmed by
telephone), delivered by personal delivery, or sent by commercial delivery
service or certified mail, return receipt requested, (iii) deemed to have been
given on the date telecopied with receipt confirmed, the date of personal
delivery, or the date set forth in the records of the delivery service or on
the return receipt, and (iv) addressed as follows:
[Download Table]
To Programmer: Paxson Broadcasting of Orlando, Limited
Partnership
601 Clearwater Park Road
West Palm Beach, Florida 33401
Attention: Mr. Lowell W. Paxson
To Licensee:
Press Broadcasting Company, Inc.
3601 Highway 66
Neptune, New Jersey 07754
Attention: Mr. Rich Morena
7.9 Severability. If any provision of this
Agreement or the application thereof to any person or circumstances shall be
invalid or unenforceable to any extent, the remainder of this Agreement and the
application of such provision to other persons or circumstances shall not be
affected thereby and shall be enforced to the greatest extent permitted by law.
In the event that the FCC alters or modifies its rules or policies in a fashion
which would raise substantial and material question as to the validity of any
provision of this Agreement, the parties hereto shall negotiate in good faith
to revise any such provision of this Agreement with a view toward assuring
compliance with all then existing FCC rules and policies which may be
applicable, while attempting to preserve, as closely as possible, the intent of
the parties as embodied in the provision of this Agreement which is to be so
modified.
7.10 Arbitration. Any dispute arising out of or
related to this Agreement that Licensee and Programmer are unable to resolve by
themselves shall be settled by arbitration in Orlando, Florida by a panel of
three arbitrators. Within ten business days after receipt of demand for
arbitration of either party, Programmer and Licensee shall each designate one
disinterested arbitrator, and the two arbitrators so designated shall select
the
- 15 -
third arbitrator. If the two arbitrators are unable to agree as to the third
arbitrator within ten business days of their appointment, then such third
arbitrator shall be appointed by the American Arbitration Association upon
request of either party. Before undertaking to resolve the dispute, each
arbitrator shall be duly sworn faithfully and fairly to hear and examine the
matters in controversy and to make a just award according to the best of his or
her understanding. The arbitration hearing shall be conducted in accordance
with the commercial arbitration rules of the American Arbitration Association
within thirty days of the appointment of the third arbitrator. The written
decision of a majority of the arbitrators shall be final and binding on
Programmer and Licensee. The costs and expenses of the arbitration proceeding
shall be assessed between Programmer and Licensee in a manner to be decided by
a majority of the arbitrators, and the assessment shall be set forth in the
decision and award of the arbitrators. Judgment on the award, if it is not
paid within thirty days, may be entered in any court having jurisdiction over
the matter. No action at law or suit in equity based upon any claim arising
out of or related to this Agreement shall be instituted in any court by
Programmer or Licensee against the other except (i) an action to compel
arbitration pursuant to this Section, or (ii) an action to enforce the award of
the arbitration panel rendered in accordance with this Section.
7.11 No Joint Venture. Nothing in this Agreement
shall be deemed to create a joint venture between the Licensee and the
Programmer.
7.12 FCC Compliance. Licensee hereby certifies that it will
maintain ultimate control over the Station's facilities, including specifically
over Station finances, personnel and programming and Programmer certificates
that this Agreement complies with the provisions of the radio contour overlap
rule of Section 73.3555(a) of the FCC rules.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto have executed this Time
Brokerage Agreement the day and year first above written.
LICENSEE: PRESS BROADCASTING COMPANY
By: /s/ Robert E. McAllan
--------------------------------
Name: Robert E. McAllan
Title: President
PROGRAMMER: PAXSON BROADCASTING OF
ORLANDO, LIMITED PARTNERSHIP
By Paxson Communications of Florida, Inc.,
its General Partner
By: /s/ William L. Watson
----------------------------
Name: William L. Watson
Title: Secretary
ATTACHMENT I
Compensation Schedule
Programmer shall pay Licensee, on a monthly basis, a fee of One
Hundred Forty Five Thousand Eight Hundred Thirty Three Dollars ($145,833.00)
("Monthly Fee"), payable in advance by the fifth day of each month. Programmer
shall also reimburse Licensee on a monthly basis for Licensee's payment of the
Station expenses included in Reimbursable Expenses as defined in Attachment II
hereof.
Payments and reimbursement shall be made delivery of a check to
Licensee at an address to be designated by Licensee.
ATTACHMENT II
Station's Expenses
(1) Lease and Utility Payments
(2) Employee Salaries and Benefits (2 employees)
(3) Property Insurance and Taxes
(4) Business and Regulatory Fees and Licenses
(5) Miscellaneous Station Expenses
(6) Equipment Maintenance, and Repair
ATTACHMENT III
Broadcast Station Programming Policy Statement
BROADCAST STATION PROGRAMMING POLICY STATEMENT
The following sets forth the policies generally applicable to
the presentation of programming and advertising over Radio Station WTKS(FM),
Cocoa Beach, Florida. All programming and advertising broadcast by the station
must conform to these policies and to the provisions of the Communications Act
of 1934, as amended [the "Act"], and the Rules and Regulations of the Federal
Communications Commission ["FCC"].
Station Identification
The station must broadcast a station identification announcement once an hour
as close to the hour as feasible in a natural break in the programming. The
announcement must include (1) the station's call letters; followed immediately
by (2) the station's city of license.
Broadcast of Telephone Conversations
Before recording a telephone conversation for broadcast or broadcasting such a
conversation simultaneously with its occurrent, any party to the call must be
informed that the call will be broadcast or will be recorded for later
broadcast, and the party's consent to such broadcast must be obtained. This
requirement does not apply to calls initiated by the other party which are made
in a context in which it is customary for the station to broadcast telephone
calls.
Sponsorship Identification
When money, service, or other valuable consideration is either directly or
indirectly paid or promised as part of an arrangement to transmit any
programming, the station at the time of broadcast shall announce (1) that the
matter is sponsored, either whole or in part; and (2) by whom or on whose
behalf the matter is sponsored. Products or services furnished to the station
in consideration for an identification of any person, product, service,
trademark or brand name shall be identified in this manner.
In the case of any political or controversial issue broadcast for which any
material or service is furnished as an inducement for its transmission, an
announcement shall be made at the beginning and conclusion of the broadcast
stating (1) the material or service that has been furnished; and (2) the
person(s) or association(s) on whose behalf the programming is transmitted.
However, if the broadcast is 5 minutes duration or less, the required
announcement need only be made either at its beginning or end.
Prior to any sponsored broadcast involving political matters or controversial
issues, the station shall obtain a list of the chief executive officers,
members of the executive committee or board of directors of the sponsoring
organization and shall place this list in the station's public inspection file.
- 2 -
Payola/Plugola
The station, its personnel, or its programmers shall not accept or agree to
accept from any person any money, service, or other valuable consideration for
the broadcast of any matter unless such fact is disclosed to the station so
that all required station identification announcements can be made. All
persons responsible for station programming must, from time to time, execute
such documents as may be required by station management to confirm their
understanding of and compliance with the FCC's sponsorship identification
requirements.
Rebroadcasts
The station shall not rebroadcast the signal of any other broadcast station
without first obtaining such station's prior written consent to such
rebroadcast.
Fairness
Station shall seek to afford coverage to contrasting viewpoints concerning
controversial issues of public importance.
Personal Attacks
The station shall not air attacks upon the honesty, character, integrity or
like personal qualities of any identified person or group. If such an attack
should nonetheless occur during the presentation of views on a controversial
issue of public importance, those responsible for programming shall submit a
tape or transcript of the broadcast to station management and to the person
attacked within 48 hours, and shall offer the person attacked a reasonable
opportunity to respond.
Political Editorials
Unless specifically authorized by station management, the station shall not air
any editorial which either endorses or opposes a legally qualified candidate
for public office.
Political Broadcasting
All "uses" of the station by legally qualified candidates for elective office
shall be in accordance with the Act and the FCC's Rules and policies, including
without limitation, equal opportunities requirements, reasonable access
requirements, lowest unit charge requirements and similar rules and
regulations.
- 3 -
Obscenity and Indecency
The station shall not broadcast any obscene material. Material is deemed to be
obscene if the average person, applying contemporary community standards in the
local community, would find that the material, taken as a whole, appeals to the
prurient interest; depicts or describes in a patently offensive way sexual
conduct specifically defined by applicable state law; and taken as a whole,
lacks serious literary artistic, political or scientific value.
The station shall not broadcast any indecent material outside of the periods of
time prescribed by the Commission. Material is deemed to be indecent if it
includes language or material that, in context, depicts or describes, in terms
patently offensive as measured by contemporary community standards for the
broadcast medium, sexual or excretory activities or organs.
Billing
No entity which sells advertising for airing on the station shall knowingly
issue any bill, invoice or other document which contains false information
concerning the amount charged or the broadcast of advertising which is the
subject of the bill or invoice. No entity which sells advertising for airing
on the station shall misrepresent the nature or content of aired advertising,
nor the quantity, time of day, or day on which such advertising was broadcast.
Contests
Any contests conducted on the station shall be conducted substantially as
announced or advertised. Advertisements or announcements concerning such
contests shall fully and accurately disclose the contest's material terms. No
contest description shall be false, misleading or deceptive with respect to any
material term.
Hoaxes
The station shall not knowingly broadcast false information concerning a crime
or catastrophe.
Lottery
Except as otherwise provided in this paragraph, the station shall not advertise
or broadcast any information concerning any lottery (except the Florida State
Lottery and any other state lottery). The station may advertise and provide
information about lotteries conducted by non-profit groups, governmental
entities and in certain situations, by commercial
- 4 -
organizations, if and only if there is no state or local restriction or ban on
such advertising or information and the lottery is legal under state or local
law. Any and all lottery advertising must first be approved by station
management.
Advertising
Station shall comply with all federal, state and local laws concerning
advertising, including without limitation, all laws concerning misleading
advertising, and the advertising of alcoholic beverages.
Programming Prohibitions.
Knowing broadcast of the following types of programs and announcements is
prohibited:
False Claims. False or unwarranted claims for any product or
service.
Unfair Imitation. Infringements of another advertiser's
rights through plagiarism or unfair imitation of either
program idea or copy, or any other unfair competition.
Commercial Disparagement. Any unfair disparagement of
competitors or competitive goods.
Profanity. Any programs or announcements that are slanderous,
obscene, profane, vulgar, repulsive or offensive, as evaluated
by station management.
Violence. Any programs which are excessively violent.
Unauthenticated Testimonials. Any testimonials which cannot
be authenticated.
ATTACHMENT IV
Payola Statement
FORM OF PAYOLA AFFIDAVIT
City of ________________________ )
)
County of ______________________ ) SS:
)
State of _______________________ )
ANTI-PAYOLA/PLUGOLA AFFIDAVIT
________________________, being first duly sworn, deposes and says as follows:
1. He is _____________________ for _____________________.
Position
2. He has acted in the above capacity since ____________.
3. No matter has been broadcast by Station _____ 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 broadcast by Station
_____ for which service, money, or other valuable
consideration has been directly or indirectly paid, or
promised to, or charged, or accepted by Station _____ or by
any independent contractor engaged by Station _____ in
furnishing programs, 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.
5. In 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 of presentation of broadcast matter on Station
_____.
6. Nothing contained herein is intended to, or shall prohibit
receipt or acceptance of anything with the expressed knowledge
and approval of my employer, but henceforth any such approval
must be given in writing by someone expressly authorized to
give such approval.
7. He, his spouse and his immediate family do___ do not___ have
any present direct or indirect ownership interest in (other
than an investment in a
- 7 -
corporation whose stock is publicly held), serve as an officer
or director of, whether with or without compensation, or serve
as an employee of, any person, firm or corporation engaged in:
1. The publishing of music;
2. 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;
3. The exploitation, promotion, or management or persons
rendering artistic, production and/or other services
in the entertainment field;
4. The ownership or operation of one or more radio or
television Station;
5. The wholesale or retail sale of records intended for
public purchase;
6. Advertising on Station _____, or any other station
owned by its licensee (excluding nominal
stockholdings in publicly owned companies).
8. The facts and circumstances relating to such interest are
none____ as follows___:
_______________________________________________________________
_______________________________________________________________
________________________________________
Affiant
Subscribed and sworn to before me this ______
day of _______________, 19___.
__________________________________________
Notary Public
My Commission expires: ___________________.
Dates Referenced Herein
| Referenced-On Page |
|---|
| This ‘10-Q’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 8/13/96 | | | | | | | None on these Dates |
| For Period End: | | 6/30/96 |
| | 6/17/96 | | 4 |
| | 5/31/96 | | 1 |
| List all Filings |
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