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 10.113
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TIME BROKERAGE AGREEMENT
BY AND BETWEEN
SHAMROCK COMMUNICATIONS, INC.
AND
PAXSON BROADCASTING OF ORLANDO, LIMITED PARTNERSHIP
FOR
RADIO STATION WDIZ(FM)
ORLANDO, FLORIDA
* * *
APRIL 26, 1996
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TABLE OF CONTENTS
Page
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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 Station . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.7 Licensee Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.8 Programmer Responsibility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
SECTION 3. STATION PROGRAMMING POLICIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
3.1 Broadcast Station Programming Policy Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
3.2 Licensee Control of Programming . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
3.3 Programmer Compliance with Copyright Act. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
3.4 Licensee's Advertising and Revenues of Station . . . . . . . . . . . . . . . . . . . . . . . . . . . . 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 Time Brokerage Challenge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
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SECTION 5. ACCESS TO PROGRAMMER MATERIALS AND CORRESPONDENCE . . . . . . . . . . . . . . . . . . . . . . . . . . 9
5.1 Confidential Review . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
5.2 Political Advertising . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
SECTION 6. TERMINATION AND REMEDIES UPON DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
6.1 Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
6.2 Force Majeure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
6.3 Other Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
SECTION 7. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
7.1 Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
7.2 Call Letters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
7.3 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
7.4 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
7.5 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
7.6 Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
7.7 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
7.8 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
7.9 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
7.10 Arbitration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
7.11 No Joint Venture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
7.12 FCC Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
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TIME BROKERAGE AGREEMENT
TIME BROKERAGE AGREEMENT, made this 26th day of April, 1996, by and
between SHAMROCK COMMUNICATIONS, INC., a Pennsylvania 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 WDIZ(FM),
Orlando, 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' 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 1, 1996 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.
- 2 -
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' 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. But in any event, sufficient to meet the minimum hours of operation
required by the FCC. 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 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' 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. Subject to the provision of Attachment II. Licensee shall be solely
responsible for and pay in a timely manner all operating costs of the Station,
including but not limited to maintenance of the studio and transmitting
facility and costs of electricity, except that Programmer shall be responsible
for the costs of its programming as provided in Sections 1.8 and 2.3 hereof.
Licensee shall employ at its expense General Manager and one other employee who
shall report solely to and be accountable solely to and be accountable solely
to the Licensee, and will direct the day-to-day operations of the Station, and
who will report to and be accountable to the Licensee and Licensee shall be
responsible for the salaries, taxes, insurance and related costs for such
General Manager and one other employee and shall maintain insurance
satisfactory to Programmer covering the Station' transmission facilities.
- 3 -
During the term of the Agreement and any renewal hereof, Programmer agrees to
perform, without charge, and shall be responsible for routine monitoring of the
Station' 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. 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 affect 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.
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
- 4 -
and broadcast of its Programs (including but not limited to air personalities,
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.
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 Orlando,
Florida, the Station' 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' 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'
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 FCC's Rules, including without limitation the Station'
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 Technical Station 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
- 5 -
personalities). Licensee will provide and be responsible for the Station'
personnel necessary for the broadcast transmission of its own programs
(including, without limitation, the Station' 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' 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.
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
-6-
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 Licensee's Advertising and Revenues of Station. To the extent
they are assignable, Licensee will assign to Programmer all of its agreements
for advertising to be aired on the Station in effect on the commencement of the
Effective Date and Programmer shall assume the obligation of Licensee to air the
advertising required by such advertising agreements on the commencement of such
Effective Date.
The revenues of the Station (excluding Trade and Barter (see Section
3.9)) shall be dealt with using the principle that Licensee shall be entitled
to and receive all income of the Station earned, using the accrual method of
accounting, prior to the Effective Date ("Licensee Revenues"), and that
Programmer shall be entitled to and receive all income of the Station earned,
using the accrual method of accounting, on or after the Effective Date
("Programmer's Revenues"), except unless otherwise agreed between the parties,
Licensee shall be entitled to all revenues from sale of Station advertising
during hours of each week, after the Effective Date in which Licensee airs its
own programming pursuant to Section 1.3 hereof. Revenues shall include, but
not limited to, ABC Radio Network compensation from network programs, revenue
from any program supplier with respect to affiliation or use of programming.
If Licensee receives any of Programmer's Revenue, it shall pay over such
receipts to Programmer, and if Programmer receives any of Licensee Revenue, it
will pay over such receipts to Licensee. Such required payments shall be made
on or before the 10th of the month following receipt. Responsibility of
payment of commissions due any national sales representative shall fall on the
party who is entitled to the revenue for which the commission is payable.
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 Orlando 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 Orlando 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' 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 five (5) 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 Receivable,
to the
- 8 -
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 all of its trade and bargaining 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 Station's obligations on or after the Effective
date under the Assigned Trade and Barter Agreements minus the aggregate value of
the goods, services or other items to be received on or after the Effective Date
under the Assigned Trade and Barter Agreements, exceeds $25,000 then Buyer shall
receive a credit against the Monthly Fee (see Attachment II) for the amount of
such excess. 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 and Paxson
Communications Corporation 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 operations and broadcasts 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 Time Brokerage Challenge. If this Agreement is challenged at
the FCC, whether or not in connection with the Station' 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 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
- 10 -
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;
(e) upon the sale of the Station to Programmer by
Licensee.
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:
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(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' 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' ongoing
operations.
6.2 Force Majeure. Any failure or impairment of the Station'
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.
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.
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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 performance of the Agreement will be governed by the laws
of the State of Florida.
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:
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To Programmer: Shamrock Communications, Inc.
149 Penn Avenue
Scranton, Pennsylvania 18503
Attention: William R. Lynett
To Licensee: Paxson Broadcasting of Orlando, Limited Partnership
601 Clearwater Park Road
West Palm Beach, Florida 33401
Attention: Lowell W. Paxson
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 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
- 14 -
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 Agreement
the day and year first above written.
LICENSEE: SHAMROCK COMMUNICATIONS, INC.
By: /s/ William R. Lynett
--------------------------------------
Name: William R. Lynett
Title: President
PROGRAMMER: PAXSON BROADCASTING OF
ORLANDO, LIMITED PARTNERSHIP
By Paxson Communications of Florida, Inc.,
its General Partner
By: /s/ Lowell W. Paxson
--------------------------------------
Name: Lowell W. Paxson
Title: Chairman
PAXSON COMMUNICATIONS CORPORATION hereby joins in
the execution of the foregoing Agreement to agree to
the provisions of Section 4 only, as of the date
first above written.
PAXSON COMMUNICATIONS CORPORATION
By: /s/ Lowell W. Paxson
--------------------------------------
Name: Lowell W. Paxson
Title: Chairman
ATTACHMENT I
Compensation Schedule
Programmer shall pay Licensee, on a monthly basis, a fee of One
Hundred Twenty Three Thousand Nine Hundred Fifty Eight and 33/100 Dollars
($123,958.33) ("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.
On or before the 15th of each month, after the month of June, 1996,
during the term of this Agreement and of the month following termination of
this Agreement, Licensee will submit to Programmer a Reimbursement Request for
reimbursement by Licensee of the Reimbursable Expenses paid by Licensee
allocable to the prior month which Programmer is responsible per Attachment II
herewith. Licensee shall attach to the Reimbursement Request appropriate
invoices supporting documentation or explanation. Payment shall be made by
Licensee within five (5) days after receipt of each Reimbursement Request.
This payment shall be in addition to the Monthly Fee.
ATTACHMENT II
Notwithstanding anything to the contrary contained in this
Time Brokerage Agreement, Programmer shall reimburse Licensee for payments made
by Licensee for any and all expenses allocable under the accrual method of
accounting during the period beginning on June 1,1996, and ending on the
termination of this Time Brokerage Agreement, in the operation and business of
the station except for the following expenses referred to therein as excluded
expenses, salaries and benefits of its two employees, home office expenses,
management fees, home office accounting fees, corporate advertising and
promotion relating to Licensee as a whole in its radio station operations,
depreciation, amortization, interest and income taxes, which shall remain the
responsibility of Licensee ("Reimbursable Expenses").
To the extent that any invoice, bill or statement submitted to
Programmer after the Effective Date of this Agreement, or any payment made by
Licensee prior to the Effective Date of this Agreement relates to Reimbursable
Expenses in Attachment II for periods before and after the Effective Date, such
expenses shall be prorated between Licensee and Programmer in accordance with
the principle that Licensee shall be responsible for expenses allocable to the
period prior to the Effective Date, and Programmer shall be responsible for
expenses allocable to that period on and after the Effective Date to date of
termination of the Time Brokerage Agreement. Each party agrees to the extent
appropriate to implement the proration of expenses pursuant to the preceding
sentence.
Categories of anticipated expenses to be paid by Licensee to
be reimbursed by Programmer include, though are not limited to: lease and
utility payments, property insurance and taxes, fees and licenses, equipment
repair and maintenance, and miscellaneous station expenses.
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 WDIZ(FM),
Orlando, 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.
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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.
Emergency Information
Any emergency information which is broadcast by the station shall be
transmitted both aurally and visually or only visually.
- 4 -
Lottery
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 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
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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 and Documents Incorporated by Reference
| Referenced-On Page |
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| This ‘10-Q’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 8/13/96 |
| For Period End: | | 6/30/96 |
| | 6/1/96 | | 4 |
| | 4/26/96 | | 1 | | | | | DEF 14A |
| List all Filings |
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