Time Brokerage Agreement - KRRT Inc. and River City Broadcasting LP
TIME BROKERAGE AGREEMENT
for
KRRT (TV), KERRVILLE, TEXAS
Between
KRRT, INC.
and
RIVER CITY BROADCASTING, L.P.
<PAGE>
TABLE OF CONTENTS
-----------------
PAGE
TIME BROKERAGE AGREEMENT............................................................2
Section 1 Lease of Station Air Time........................................2
1.1 Representations. ........................................2
1.2 Term.....................................................2
1.3 Scope....................................................2
1.4 Option to Renew..........................................2
1.5 Consideration............................................3
1.6 Licensee Operation of Station. ..........................3
1.7 Licensee Representations, Warranties and Covenants.......5
1.8 Programmer Responsibility................................6
1.9 Contracts................................................6
1.10 Use of Station's Studios.................................7
Section 2 Station Public Service Obligations...............................7
2.1 Licensee Authority.......................................7
2.2 Additional Licensee Obligations..........................7
2.3 Regulatory Disputes......................................9
2.4 Responsibility for Employees and Expenses................9
Section 3 Station Programming Policies....................................11
3.1 Broadcast Station Programming Policy Statement..........11
3.2 Licensee Control of Programming.........................12
3.3 Programmer Compliance with Copyright Act................12
3.4 Sales. .................................................12
3.5 Children's Television Advertising.......................13
3.6 Payola. ................................................13
3.7 Cooperation on Programming..............................13
Section 4 Indemnification.................................................14
4.1 Programmer's Indemnification............................14
4.2 Licensee's Indemnification..............................15
4.3 Procedure...............................................15
4.4 Time Brokerage Challenge................................15
Section 5 Access to Programmer Materials and Correspondence...............16
5.1 Confidential Review.....................................16
5.2 Political Advertising...................................16
Section 6 Termination and Remedies Upon Default...........................17
6.1 Right of Termination....................................17
6.2 Termination Requirements and Procedures.................18
6.3 Force Majeure...........................................18
Section 7 Miscellaneous...................................................19
7.1 Assignment. ...........................................19
i
<PAGE>
7.2 Call Letters. .........................................19
7.3 Counterparts. ..........................................19
7.4 Entire Agreement........................................19
7.5 Taxes...................................................19
7.6 Headings. ..............................................20
7.7 Governing Law. .........................................20
7.8 Notices. ...............................................20
7.9 Invalidity. ............................................22
7.10 Mandatory Carriage/Retransmission Consent Election. ....22
ii
<PAGE>
Table of Attachments
--------------------
Attachment 1.5 Schedule of Operating Expenses and Other
Payments by Programmer
Attachment 1.9 Programming Contracts Assumed
Attachment 3.1 Broadcast Station Programming Policy
Statement
Attachment 3.6 Payola Affidavit
iii
<PAGE>
TIME BROKERAGE AGREEMENT
------------------------
TIME BROKERAGE AGREEMENT, made this 3 day of August, 1995, by and between
KRRT, Inc., a Texas corporation (the "Licensee") and River City Broadcasting,
L.P., a Delaware limited partnership (the "Programmer").
WHEREAS Licensee has acquired Television Station KRRT(TV) , Kerrville,
Texas (the "Station") from Paramount Stations Group of Kerrville Inc. and
Paramount Stations Group Inc.;
WHEREAS Programmer is experienced in television station ownership and
operation and is the licensee of Television Station KABB(TV), San Antonio,
Texas;
WHEREAS Licensee wishes to retain Programmer to provide programming for the
Station that is in conformity with Station policies and procedures, Federal
Communications Commission ("FCC") policies for time brokerage arrangements, and
the provisions hereof;
WHEREAS Programmer agrees to use the Station exclusively 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; and
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;
<PAGE>
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.
1.2 Term. This Agreement shall be in force from and after the
date hereof for a period of five (5) years unless otherwise extended or
terminated as set forth below.
1.3 Scope. During the term of this Agreement and any renewal
thereof, Licensee shall make available to Programmer time on 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. Subject to Licensee's
reasonable approval, as set forth in this Agreement, and subject to Sections
2.1, 2.2, 3.1 and 3.2 hereof, Programmer shall provide programming of its
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. Notwithstanding the foregoing, the Licensee may use such time as it
may need to serve the public interest through the broadcast of its own regularly
scheduled programming. The schedule of broadcast time reserved by Licensee may
vary on a weekly basis and will be established by mutual agreement between
Licensee and Programmer.
1.4 Option to Renew. Subject to the rights of Licensee and
Programmer to terminate this Agreement pursuant to Section 6 hereof, Programmer
shall have the right to extend the initial term of this Agreement for one
additional term of five years upon sixty (60) days' written notice to Licensee
prior to the expiration of such term.
2
<PAGE>
1.5 Consideration. As consideration for the air time made
available during the term hereof and any renewal periods, Programmer shall make
payments to Licensee as set forth in Attachment 1.5.
1.6 Licensee Operation of Station. Licensee will have full
authority, power and control over the management and operations of the Station
during the initial term of this Agreement and during any renewal of such term.
Licensee will bear all responsibility for 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
operating costs of the Station, including but not limited to the expenses listed
on Attachment 1.5, which shall include the costs of maintenance of the studio
and transmitting facility and costs of electricity, provided 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 management level or
other employees consisting of, at a minimum, a General Manager and another
employee, who will direct the day-to-day operations of the Station, and who will
report to and be accountable to the Licensee. Licensee shall be responsible for
the salaries, taxes, insurance and related costs for all personnel employed by
Licensee and shall maintain its eligibility for insurance satisfactory to
Programmer covering the Station's studios, offices and transmission facilities.
During the initial 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, if and when requested by Licensee.
3
<PAGE>
1.7 Licensee Representations, Warranties and Covenants.
Licensee represents and warrants as follows:
(a) During the term of this Agreement and any renewal
thereof, Licensee 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 and any renewal thereof. There is not 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. To the best of Licensee's knowledge,
Licensee is not in 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 an
adverse effect upon the Licensee, its assets, 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 an adverse impact upon the Licensee, its
assets, 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 during the course of the initial term of this Agreement or any
renewal thereof, will be filed in a timely and complete manner. The facilities
of the Station will be maintained in accordance with good engineering practice
and will comply in all material respects with the engineering requirements set
forth in the FCC authorizations, permits and licenses for the Station, and
Licensee will ensure that the Station broadcasts a high quality signal to its
service area (except at such time where reduction of power is required for
routine or emergency maintenance). Licensee, throughout the term of this
Agreement and any renewal thereof, will maintain good and marketable title to
all of the assets and properties used and useful in the operation of the
Station. During the term of this Agreement and any renewal thereof, Licensee
shall not dispose of, transfer, assign or pledge any of such assets and
properties except with the prior written consent of the Programmer, if such
action would adversely affect Licensee's performance hereunder or the business
and
4
<PAGE>
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 lease payments, utilities,
taxes, etc., as set forth in Attachment 1.5, 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 all expenses attributable to its programming on the Station,
including but not limited to 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, BMI and SESAC music license fees for all programming provided by
Programmer. Such payments by Programmer shall be in addition to any other
payments to be made by Programmer under this Agreement, including those required
to be made pursuant to Attachment 1.5.
1.9 Contracts. Programmer will assume Licensee's rights and
obligations under the contracts listed on Attachment 1.9 hereto. Programmer will
not assume any of Licensee's other contracts or leases. 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.
1.10 Use of Station's Studios. Subject to Licensee's own
programming needs, Licensee agrees to provide Programmer with access to the
Station's complete facilities including the studios and broadcast equipment for
use by Programmer, if it so desires, in providing programming for the Station.
Subject to the overall supervision by Licensee and its employees, Programmer
shall and may peacefully and quietly have the full use of and enjoy the use of
the Station's facilities, studios and equipment free from any hindrance from any
person or persons whomsoever claiming by, through or under Licensee. Unless
otherwise permitted by the Licensee and subject to the overall supervision of
Licensee, Programmer shall use the studios and equipment only for the purpose of
producing
5
<PAGE>
programming for the Station.
Section 2
---------
Station Public Service Obligations
2.1 Licensee Authority. Notwithstanding any other provision of
this Agreement, Programmer recognizes that Licensee has certain obligations to
operate the Station in the public interest, and to broadcast programming to meet
the needs and interests of its community of license, the Station's service area
and the educational and informational needs of children. From time to time the
Licensee shall air, or shall require Programmer to air, programming on issues of
importance to the local community and educational and informational programming
for children aged 16 years and younger. 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.
(a) 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.
(b) Licensee shall also coordinate with Programmer the
Station's hourly station identification and any other announcements required to
be aired by FCC rules.
(c) Licensee and Programmer shall cooperate in ensuring
compliance with the FCC's rules and requirements governing uses of the Station's
facilities by legally qualified candidates for public office, including
Licensee's obligation to provide reasonable access to legally qualified federal
candidates. Programmer will provide Licensee with copies of any material setting
forth terms and/or conditions for the availability of political advertising time
on the Station in advance of public dissemination of such material so that
Licensee may provide its input as to such material.
6
<PAGE>
(d) Licensee shall (i) continue to maintain and staff a
main studio, as that term is defined by the FCC, within the Station's principal
community contour, (ii) maintain its local public inspection file within
Kerrville, Texas, and (iii) 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's quarterly issues and program lists;
information concerning the broadcast of children's educational and informational
programming; and documentation of compliance with commercial limits applicable
to certain children's television programming. 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 or to enable Licensee to verify independently the Station's
compliance with the Children's Television Act or any other laws, rules,
regulations or policies applicable to the Station's operation.
(e) Programmer agrees to provide to Licensee such
information as Licensee may request concerning Programmer's recruitment, hiring
or employment practices in connection with Programmer's provision of programming
to the Station.
(f) Licensee shall also maintain the station logs,
receive and respond to telephone inquiries, control and oversee any remote
control point for the Station.
2.3 Regulatory Disputes. In the event of a dispute between
Licensee and Programmer as to whether any aspect of the Station's operation
violates the Communications Act of 1934, as amended, or any applicable rule,
regulation or policy of the FCC, Licensee and Programmer will jointly select one
or more persons qualified to mediate the dispute. Programmer and Licensee will
pay for the fees of a communications attorney and/or engineer to advise the
mediator, if such services are necessary. Programmer and Licensee recognize that
the views of any such mediator are merely advisory, that Licensee retains the
ultimate decision making authority over regulatory compliance matters, and that
Licensee has the right to require that Programmer cure any violation of the
Communications Act of 1934,
7
<PAGE>
as amended, or the rules, regulations and policies of the FCC at the earliest
practical opportunity.
2.4 Responsibility for Employees and Expenses. Programmer
shall employ and be solely responsible for the salaries, taxes, insurance and
related costs for all personnel used in the sale of commercial advertising time
and the production of Programmer's programming (including salespeople, traffic
personnel, board operators and programming staff). Licensee will provide and be
responsible for the Station personnel necessary for the broadcast transmission
of Programmer's programs (including, without limitation, the Station's General
Manager and other employee), and will be responsible for the salaries, taxes,
insurance and related costs for all the Station personnel used in the broadcast
transmission of Programmer's programs and necessary to
8
<PAGE>
other aspects of Station operation. Whenever on the Station's premises, all
employees of Programmer shall be subject to the overall supervision of
Licensee's General Manager and/or other employee.
Section 3
---------
Station Programming Policies
3.1 Broadcast Station Programming Policy Statement. Licensee
has adopted a Broadcast Station Programming Policy Statement (the "Policy
Statement"), a copy of which appears as Attachment 3.1 hereto and which may be
amended from time to time by Licensee upon notice to Programmer. Programmer
agrees and covenants to comply in all material respects with the Policy
Statement, with all rules and regulations of the FCC, and with 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 Policy Statement
set forth in Attachment 3.1 hereto. All advertising spots and promotional
material or announcements shall comply with applicable federal, state and local
regulations and policies and the Policy Statement, and shall be produced in
accordance with quality standards established by Programmer. If Licensee
determines that a program, commercial announcement or promotional material
supplied by Programmer is for any reason, with Licensee's sole discretion,
unsatisfactory or unsuitable or contrary to the public interest, or does not
comply with the Policy Statement it may, upon written notice to Programmer (to
the extent time permits such notice), suspend or cancel such program, commercial
announcement or
9
<PAGE>
promotional material and substitute its own programming or require Programmer to
provide suitable programming, commercial announcement or other announcement or
promotional material.
3.2 Licensee Control of Programming. Programmer recognizes
that 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 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. Licensee and Programmer will cooperate in an effort to avoid
conflicts regarding programming on the Station.
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 promotion-related revenues received from any
network or program supplier with respect to affiliation or any particular
program, retransmission consent revenues and all revenues from the sale of
advertising time within the programming it provides to the Licensee. Programmer
may sell advertising on the Station in combination with any other broadcast
stations of its choosing. Programmer shall be responsible for payment of 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
10
<PAGE>
advertising during its own programming, with the exception provided for certain
political advertising as set forth in Section 5.2 herein. Licensee and
Programmer each shall have the right, at their own expense, to seek copyright
royalty payments for their own programming.
3.5 Children's Television Advertising. Programmer agrees that
it will not broadcast advertising in programs originally designed for children
aged 12 years and under in excess of the amounts permitted under applicable FCC
rules.
3.6 Payola. Programmer agrees that it will not accept, and
will not permit any of its employees to 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, substantially in the form attached
hereto as Attachment 3.6.
3.7 Cooperation on Programming. Programmer and Licensee
mutually acknowledge their interest in ensuring that the Station serves the
needs and interests of the residents of Kerrville, Texas and the surrounding
service area and agree to cooperate in doing so. Licensee shall, on a regular
basis, assess the issues of concern to residents of Kerrville and the
surrounding area and address those issues in its public service programming.
Licensee shall describe those issues and responsive programming 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. Licensee shall also evaluate the local need for children's
educational
11
<PAGE>
and informational programming and shall inform Programmer of its conclusions in
that regard. Licensee, in cooperation with Programmer, will ensure that
educational and informational programming for children aged 16 years and younger
is broadcast over Station in compliance with applicable FCC requirements.
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.
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, expenses, including any FCC fines or forfeitures
(including reasonable legal fees and other expenses incidental thereto) of every
kind, nature and description, including but not limited to, slander or
defamation or otherwise arising out of Programmer's broadcasts and sale of
advertising time under this Agreement and the actions and conduct of
Programmer's employees acting under this Agreement and financing agreements with
Programmer's lenders to the extent permitted by law.
4.2 Licensee's Indemnification. Licensee shall indemnify and
hold harmless Programmer from and against any and all claims, losses, costs,
liabilities, damages, expenses, including any FCC fines or forfeitures
(including reasonable legal fees and other expenses incidental thereto) of every
kind, nature and description, arising out of broadcasts originated by Licensee
pursuant to this Agreement (except insofar as such liability arises from
Programmer's gross negligence or willful misconduct) to the extent permitted by
law.
4.3 Procedure. 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, together
with a statement as to the factual basis for the claim and the amount of the
claim. The
12
<PAGE>
party making the claim (the "Claimant") shall make available to the other party
(the "Indemnitor") the information relied upon by the Claimant to substantiate
the claim. With respect to any claim by a third party as to which the Claimant
is entitled to seek indemnification hereunder, the Indemnitor shall have the
right at its own expense to participate in or assume control of the defense of
the claim, and the Claimant shall cooperate fully with the Indemnitor, subject
to reimbursement for actual out-of-pocket expenses incurred by the Claimant at
the request of the Indemnitor. If the Indemnitor does not elect to assume
control or participate in the defense of any third party claim, it shall be
bound by the results obtained by the Claimant with respect to the claim.
4.4 Time Brokerage Challenge. If this Agreement is challenged
at the FCC or in another administrative or judicial forum, 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 such proceedings. 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
seek reversal of the Staff's decision and approval from the full Commission on
appeal.
Section 5
---------
Access to Programmer Materials and Correspondence
5.1 Confidential Review. Prior to the broadcast of any
programming by Programmer on the Station under this Agreement, Programmer shall
acquaint Licensee, upon request, 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), copies of all program logs and
promotional materials. However, nothing in this section shall entitle Licensee
to review the
13
<PAGE>
internal corporate or financial records of 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 discloses its political broadcasting policies to political
candidates, and Programmer shall follow those policies 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 advertising availabilities to Licensee.
Section 6
---------
Termination and Remedies Upon Default
6.1 Right of Termination. In addition to other remedies
available at law or equity, and subject to the requirements of Section 6.2, 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 breach hereof, upon the occurrence of any of the following:
(a) by either party upon six (6) months, written
notice to the other party;
(b) 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;
(c) the other party is in material breach of its
obligations hereunder and has
14
<PAGE>
failed to cure such breach within thirty (30) days of notice from the
non-breaching party;
(d) the mutual consent of both parties; or
(e) 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, provided that in such event the parties shall first
negotiate in good faith and attempt to agree on an amendment to this Agreement
that will provide the parties with a valid, binding and enforceable agreement
that conforms to the new FCC rules, policies or precedent.
6.2 Termination Requirements and Procedures.
(a) If either party exercises its termination right
under Section 6.1(a), such party shall pay the other party on the effective date
of termination the sum of One Million Dollars ($1,000,000).
(b) Subject to Section 6.1(a), and unless otherwise
mutually agreed by Programmer and Licensee, any termination of this Agreement
shall become effective sixty (60) days after notice of termination is provided
by Programmer or Licensee pursuant to Section 6.1.
6.3 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, shall not constitute a breach of this Agreement
and Licensee will not be liable to Programmer.
Section 7
---------
Miscellaneous
7.1 Assignment. This Agreement shall be binding upon and inure
to the benefit of the parties hereto, their successors and assigns. Neither
party may assign its rights and obligations under this Agreement without the
prior written consent of the other party, such consent not to be unreasonably
15
<PAGE>
withheld. In the event of such an assignment or succession in accordance with
this Agreement, all references herein to Programmer or Licensee, as the case may
be, shall be deemed to refer to such assignee or successor.
7.2 Call Letters. Licensee will consider any reasonable
request by Programmer to change the call letters of the Station, it being
understood and agreed that Licensee will be responsible for paying all costs
associated with any such change in call 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 embody the entire agreement and understanding of the parties and
supersede any and all prior agreements, arrangements and understandings relating
to matters provided for herein. 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 their 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, provided that
such ad valorem taxes assessed on Licensee's personal property used for the
operation of the Station shall be included on Attachment 1.6. 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
16
<PAGE>
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 Texas.
7.8 Notices. Any notice, demand or request required or
permitted to be given under the provisions of the Agreement shall be in writing
and shall be deemed to have been duly delivered on the date of personal delivery
or on the date of receipt if mailed by registered or certified mail, postage
prepaid and return receipt requested, or if delivered by overnight courier, and
shall be deemed to have been received on the date of personal delivery or on the
date set forth on the return receipt, to the following addresses, or to such
other address as any party may request, in the case of Licensee, by notifying
Programmer, and in the case of Programmer, by notifying Licensee.
To Programmer:
--------------
River City Broadcasting, L.P.
1215 Cole Street
St. Louis, Missouri 63106
Attention: Mr. Larry Marcus
Copy to:
--------
Dow, Lohnes & Albertson
1255 23rd Street, N.W. Suite 500
Washington, DC 20037
Attention: Kevin F. Reed, Esq.
To Licensee:
------------
KRRT, Inc.
Station WJET-TV
8455 Peach Street
Erie, Pennsylvania 16509
Attention: John Kanzius
17
<PAGE>
Copies to:
----------
Reddy, Begley & Martin
1001 22nd Street, N.W.
Washington, D.C. 20037
Attention: Dennis F. Begley
7.9 Invalidity. If any provision of this Agreement or the
application thereof to any person or circumstances shall be held invalid or
unenforceable to any extent, the parties shall negotiate in good faith and
attempt to agree on an amendment to this Agreement that will provide the parties
with substantially the same rights and obligations, to the greatest extent
possible, as the original Agreement in valid, binding and enforceable form.
7.10 Mandatory Carriage/Retransmission Consent Election.
Licensee shall consult with Programmer prior to making any election of mandatory
carriage rights or retransmission consent pursuant to Section 76.64 of the FCC's
Rules and the provisions of the Cable Television Consumer Protection and
Competition Act of 1992.
18
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement the day and year first above written.
LICENSEE:
---------
By: /s/ Marvin Jones
------------------------
Marvin Jones
CEO
PROGRAMMER:
-----------
RIVER CITY BROADCASTING, L.P.
By: BETTER COMMUNICATIONS, INC., General Partner
By: /s/ Larry D. Marcus
-----------------------------
Larry D. Marcus
Vice President
19
<PAGE>
The informaion, below marked by * and [ ], has been omitted pursuant to a
request for confidential treatment. The omitted portions have been separately
filed with the Commission.
ATTACHMENT 1.5
During the term of the Time Brokerage Agreement and any renewal
thereof, programmer will pay to Licensee a monthly payment (the "LMA Payment")
equal to the sum of: (i) an amount (the "Base Payment") representing the
estimated cost (as per Schedule A attached hereto) to Licensee of operating the
Station for the month following the month in which the LMA Payment is due, and
(ii) the amount (the "Loan Payment") of principal and/or interest due by
Licensee to Bank of Montreal, as Agent, under the terms of that certain Credit
Agreement dated as of August 3. 1995 between Licensee and the Lenders thereto,
which amount is estimated per Schedule B attached hereto, The initial LMA
Payment of [*******] per Schedule A and Schedule B shall be made on the date of
execution hereof, Thereafter, the LMA Payment, together with the Licensee Fee,
as hereinafter defined, if applicable, shall be made on or before the last
business day of each month commencing August 31, 1995. The Base Payment shall be
adjusted periodically by the parties in good faith to reflect: (i) changes in
the Station's operating costs, and (ii) capital expenditures reasonably
necessary for the continuation of the Station's broadcast signal, so that
Licensee will recover all of its expenses and capital expenditures relating to
operations of the Station.
In addition to the LMA Payment, during the initial 18 months of the
term of the Time Brokerage Agreement, Programmer will pay to Licensee an advance
monthly payment (the "Licensee Fee") of Fifty- Five Thousand Five Hundred
Fifty-Five Dollars ($55,555). During the renewal period the Licensee Fee will be
Eight Thousand Three Hundred Thirty-Four Dollars ($8,334) per month, The
Licensee Fee shall be payable on the same dates that the LMA Payments are due,
commencing the date hereof.
Notwithstanding anything in the Time Brokerage Agreement or this
Attachment 1.5 to the contrary, Programmer's obligation to pay the Licensee Fee
to Licensee shall survive the termination of the Time Brokerage Agreement by
Programmer pursuant to Section 6,1(a) thereof or by Licensee pursuant to Section
6.1(c) thereof, but shall cease upon any other termination of the Time Brokerage
Agreement.
This compensation schedule is based upon the Programmer having
exclusive rights to provide programming on the Station for the entirety of the
airtime not reserved for Licensee pursuant to Section 1.3.
20
<PAGE>
The information, below marked by * and [ ], has been omitted pursuant to a
request for confidential treatment. The omitted portions have been separately
filed with the Commission.
River City Broadcasting
KRRT LMA
Attachment 1.5 Schedule A
LMA Payment Schedule
Expenses Category 1st Pmt Estimated Estimated
Amount Aug-Dec 1995 Jan-Dec 1996 Jan-Dec 1997
-------- ------------ ------------ ---------
Salaries [*****] [*****] [*****] [*****]
Payroll Taxes [*****] [*****] [*****] [*****]
Employee Benefits [*****] [*****] [*****] [*****]
Transmitter R & M [*****] [*****] [*****] [*****]
Legal & Accounting [*****] [*****] [*****] [*****]
Insurance [*****] [*****] [*****] [*****]
FCC License Fee [*****] [*****] [*****] [*****]
Utilities [*****] [*****] [*****] [*****]
Studio rental [*****] [*****] [*****] [*****]
Office / Entertainment Expenses [*****] [*****] [*****] [*****]
Rating Service [*****] [*****] [*****] [*****]
Program Payments* [*****] [*****] [*****] [*****]
Total Operating LMA Payment [*****] [*****] [*****] [*****]
Interest Payments [*****] [*****] [*****] [*****]
Principal Payments [*****] [*****] [*****] [*****]
JJK Licensee Fee [*****] [*****] [*****] [*****]
Total LMA Payments $ 128,213 1,565,912 6,353,584 7,131,770
Expenses Category Estimated Estimated Estimated
(continued) Jan-Dec 1998 Jan-Dec 1999 Jan-Dec 2000
------------ ------------ ---------
Salaries [*****] [*****] [*****]
Payroll Taxes [*****] [*****] [*****]
Employee Benefits [*****] [*****] [*****]
Transmitter R & M [*****] [*****] [*****]
Legal & Accounting [*****] [*****] [*****]
Insurance [*****] [*****] [*****]
FCC License Fee [*****] [*****] [*****]
Utilities [*****] [*****] [*****]
Studio rental [*****] [*****] [*****]
Office / Entertainment Expenses [*****] [*****] [*****]
Rating Service [*****] [*****] [*****]
Program Payments* [*****] [*****] [*****]
Total Operating LMA Payment [*****] [*****] [*****]
Interest Payments [*****] [*****] [*****]
Principal Payments [*****] [*****] [*****]
JJK Licensee Fee [*****] [*****] [*****]
Total LMA Payments $ 7,487,069 7,767,350 5,594,589
* May be adjusted to the extent in which existing program contracts are assigned
to RCB.
21
<PAGE>
River City Broadcasting
Attachment 1.5 Schedule B
KRRT, Inc.
21,000,000 Principal @ 8.5% Interest
Monthly Amortization and Interest Payments
Year Jan Feb Mar Apr May Jun Jul
-------- ------------- --------------- ------------ ------------ ----------- ------------ ----------- -----------
0 Aug 3-Dec
95
Int @ 8.5%
1 Jan-Dec 96
Debt Amort 166,667 166,667 166,667 166,667 166,667 166,667 166,667
Int @ 8.5% 148,750 147,569 146,369 145,206 144,028 142,847 141,667
--------------- ------------ ------------ ----------- ------------ ----------- -----------
Total Pays 315,417 314,238 313,056 311,875 310,694 309,514 308,333
2 Jan-Dec 97
Debt Amort 333,333 333,333 333,333 333,333 333,333 333,333 333,333
Int @ 8.5% 134,583 132,222 129,861 127,500 125,778 122,778 120,417
--------------- ------------ ------------ ----------- ------------ ----------- -----------
Total Pays 467,917 465,556 463,194 460,833 458,472 456,111 453,750
3 Jan-Dec 98
Debt Amort 416,667 416,667 416,667 416,667 416,667 416,667 416,667
Int @ 8.5% 106,250 103,229 100,347 97,444 94,444 91,493 88,542
--------------- ------------ ------------ ----------- ------------ ----------- -----------
4 Jan-Dec 99
Debt Amort 483,333 483,333 483,333 483,333 483,333 483,333 483,333
Int @ 8.5% 70,833 67,410 63,986 60,583 57,139 53,715 50,292
--------------- ------------ ------------ ----------- ------------ ----------- -----------
Total 554,167 550,743 547,319 543,896 540,472 537,049 533,625
5 Jan-Dec 00
Debt Amort 350,000 350,000 350,000 350,000 350,000 350,000 350,000
Int @ 8.5% 29,750 27,271 24,792 22,313 19,833 17,354 14,875
--------------- ------------ ------------ ----------- ------------ ----------- -----------
Total Pays 379,750 377,271 374,792 372,313 309,833 367,354 384,875
Year Aug Sep Oct Nov Dec Annual
-------- ----------- ----------- ----------- ----------- ----------- ---------- ------------
0 Aug 3-Dec
95 139,153 148,750 148,750 148,750 148,750 734,153
Int @ 8.5%
1 Jan-Dec 96
Debt Amort 166,667 166,667 166,667 166,667 166,667 2,000,000
Int @ 8.5% 140,466 139,306 138,125 136,944 135,764 1,707,083
----------- ----------- ----------- ----------- ---------- ------------
Total Pays 307,153 304,972 304,792 303,611 302,431 3,707,083
2 Jan-Dec 97
Debt Amort 333,333 333,333 333,333 333,333 333,333 4,000,000
Int @ 8.5% 118,056 115,084 113,333 110,972 108,611 1,459,167
----------- ----------- ----------- ----------- ---------- ------------
Total Pays 451,389 449,028 446,667 444,306 441,944 5,459,167
3 Jan-Dec 98
Debt Amort 416,667 416,667 416,667 416,667 416,667 5,000,000
Int @ 8.5% 85,590 82,639 79,666 76,736 73,785 1,080,208
----------- ----------- ----------- ----------- ---------- ------------
4 Jan-Dec 99
Debt Amort 483,333 483,333 483,333 483,333 483,333 5,800,000
Int @ 8.5% 46,868 43,444 40,021 36,597 33,174 624,042
----------- ----------- ----------- ----------- ---------- ------------
Total 530,201 528,778 523,354 519,931 516,507 6,424,042
5 Jan-Dec 00
Debt Amort 350,000 350,000 350,000 350,000 350,000 4,200,000
Int @ 8.5% 12,396 9,917 7,437 4,958 2,479 193,375
----------- ----------- ----------- ----------- ---------- ------------
Total Pays 382,396 359,917 357,438 354,958 352,479 4,393,375
Total Amortization of Monies 21,000,000
Total Interest Payments 5,063,875
Total Payments 26,063,875
22
<PAGE>
ATTACHMENT 1.9
--------------
Programming Contracts Assumed
23
<PAGE>
ATTACHMENT 3.1
--------------
Broadcast Station Programming Policy Statement
Programmer agrees to cooperate with Licensee in the broadcasting of
programs of the highest possible standard of excellence and for this purpose to
observe the following regulations in the preparation, writing and broadcasting
of its programs.
I. No Plugola or Payola. Except for commercial messages
aired in compliance with 47 C.F.R.ss.73.1212, Programmer shall
not receive any consideration in money, goods, services, or
otherwise, directly or indirectly (including to relatives)
from any persons or company for the presentation of any
programming over the Station without reporting the same to
Licensee's general manager. The commercial mention of any
business activity or "plug" for any commercial, professional,
or other related endeavor, except where contained in actual
commercial message of a sponsor, is prohibited.
II. No Lotteries. Announcements giving any information
about lotteries or games prohibited by federal or state law or
regulation are prohibited.
III. Election Procedures. At least fifteen 915) days
before the start of any primary or election campaign,
Programmer will clear with Licensee's general manager the
rates Programmer will charge for the time to be sole to
candidates for the public office and/or their suporters to
make certain that the rates charged are
24
<PAGE>
in conformance with applicable law and Station policy.
IV. Required Announcements. Programmer shall broadcast
(i) an announcement in a form satisfactory to Licensee at the
beginning of each hour to identify KRRT and (ii) any other
announcements that may be required by law, regulation, or
Licensee policy.
V. No Illegal Announcements. No announcements or
promotion prohibited by federal or state law or regulation
shall be made over to the Station. Any game, contest, or
promotion relating to or to be presented over the Station must
be fully stated and explained in advance to Licensee, which
reserves the right in its sole discretion to reject any game,
contest, or promotion.
VI. Licensee Discretion Paramount. In accordance with the
Licensee's responsibility under the Communications Act of
1934, as amended, and the Rules and Regulations of the Federal
Communications Commission, Licensee reserves the right to
reject or terminate any advertising proposed to be presented
or being presented over the Station which is in conflict with
Station policy or which in Licensee's or its general manger's
sole judgment would not serve the public interest.
Licensee may waive any of the foregoing regulations in specific
instances, it, in its
25
<PAGE>
opinion, the Station will remain in compliance with all applicable laws, rules,
regulations and policies and broadcasting in the public interest is served. In
any case where questions of policy or interpretation arise, Programmer should
submit the same to Licensee for decision before making any commitments in
connection therewith.
26
<PAGE>
ATTACHMENT 3.6
--------------
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 KRRT 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 KRRT for
which service, money, or other valuable consideration has been directly
or indirectly paid, or promised to, or charged, or accepted by Station
KRRT for by any independent contractor engaged by Station in in
furnishing programs, from any person, which amtter at the time so
broadcast has not been announced or otherwise indicated as paid for or
furnished by such person.
------------------------------------
Affiant
Subscribed and sworn to before me
this _____ day of _______________, 19_____.
--------------------------------------
Notary Public
My Commission expires:_____________________________.
27
<PAGE>
K R R T
PROGRAM LICENSE AGREEMENTS
AS OF JULY 1, 1995
------------------
CONTRACT TERMS
NO. OF LICENSE RUNS
DISTRIBUTOR PRODUCT START DATE PAYMENTS END DATE LICENSED AVAILABLE
-------------------------------------------------------------------------------------------------------------------------
SYNDICATED PROGRAMS - CURRENT
-----------------------------
MCA MUNSTERS TODAY 09/01/91 48 09/30/95 576 576
20TH CENTURY SMALL WONDER 01/01/92 42 09/30/95 764 497
20TH CENTURY M*A*S*H* 01/01/92 60 09/02/91 3060 1096
LORIMAR PERFECT STRANGERS-1 09/01/91 42 02/28/97 800 325
LORIMAR PERFECT STRANGERS-2 09/23/91 6 02/28/97 160 64
WARNER PERFECT STRANGERS-3 09/01/92 6 02/28/97 192 131
WARNER PERFECT STRANGERS-4 09/20/93 6 09/19/98 48 31
BUENA VISTA GOLDEN GIRLS 09/01/90 66 09/01/90 1440 187
MCA OUT OF THIS WORLD 03/01/92 48 09/30/96 768 253
TURNER WONDER YEARS 09/21/92 60 09/20/97 1300 394
TWENTIETH TV COPS II & III 09/13/93 24 09/12/95 520 50
PARAMOUNT DEAR JOHN 10/01/93 51 09/30/98 720 298
WARNER FRESH PRINCE 09/01/94 42 02/28/98 990 669
GENESIS HWY PATROL-REN 09/21/94 12 09/10/95 260 17
MCA KNIGHT RIDER 03/01/92 48 09/30/96 720 0
CANNELL WISEGUY 09/01/92 36 08/31/95 300 90
WORLDVISION BEVERLY HILLS 90210 09/01/94 48 09/01/96 520 291
WARNER HOGAN FAMILY 09/10/90 42 09/07/95 776 2
WARNER HOGAN FAMILY (2) 10/01/91 6 09/07/95 104 39
MULTIMEDIA YOUNG PEOPLES SPC 01/01/93 24 09/30/96 200 UNLIMITED
CANNELL 21 JUMP STREET 01/01/92 36 12/31/95 624 2
UNPAID
DISTRIBUTOR PRODUCT LIABILITY ASSIGNABILITY
--------------------------------------------------------------------------------
SYNDICATED PROGRAMS - CURRENT
-----------------------------
MCA MUNSTERS TODAY 12,000 W/CONSENT
20TH CENTURY SMALL WONDER -- W/CONSENT
20TH CENTURY M*A*S*H* 306,000 W/CONSENT
LORIMAR PERFECT STRANGERS-1 -- W/CONSENT
LORIMAR PERFECT STRANGERS-2 55,000 W/CONSENT
WARNER PERFECT STRANGERS-3 198,000 W/CONSENT
WARNER PERFECT STRANGERS-4 49,500 W/CONSENT
BUENA VISTA GOLDEN GIRLS 208,000 W/CONSENT
MCA OUT OF THIS WORLD 28,000 W/CONSENT
TURNER WONDER YEARS 225,356 W/CONSENT
TWENTIETH TV COPS II & III 26,000 W/CONSENT
PARAMOUNT DEAR JOHN 332.638 W/CONSENT
WARNER FRESH PRINCE 245,140 W/CONSENT
GENESIS HWY PATROL-REN 18,000 W/CONSENT
MCA KNIGHT RIDER 18,000 W/CONSENT
CANNELL WISEGUY 6,250 W/CONSENT
WORLDVISION BEVERLY HILLS 90210 230,850 W/CONSENT
WARNER HOGAN FAMILY -- W/CONSENT
WARNER HOGAN FAMILY (2) -- W/CONSENT
MULTIMEDIA YOUNG PEOPLES SPC -- W/CONSENT
CANNELL 21 JUMP STREET -- W/CONSENT
28
<PAGE>
K R R T
PROGRAM LICENSE AGREEMENTS
AS OF JULY 1, 1995
CONTRACT TERMS
NO. OF LICENSE RUNS
DISTRIBUTOR PRODUCT START DATE PAYMENTS END DATE LICENSED AVAILABLE
------------------------------------------------------------------------------------------------------------------------------------
FEATURE PACKAGES - CURRENT
--------------------------
COLUMBIA SHOWCASE II 01/01/92 40 150 118
COLUMBIA GOLD 01/01/93 48 150 130
JCS SYND SVCS CITY HEAT 09/01/93 36 75 61
TELEFLM SLES FEATURES II 09/01/93 24 140 126
VIACOM EXPLOITABLES 4 11/01/93 48 210 179
VIACOM BLACK MAGIC 11/01/93 48 144 135
VIACOM FEATURES X 11/01/93 48 152 145
ITC FEATURES (CP) 10/01/93 24 50 30
ENTERVISION FISTS OF FURY 11/01/93 36 203 203
WORLDVISION CARLOCO & WVIII 12/01/93 198 208 201
PARAMOUNT PORT XIII-B 08/01/91 48 144 82
PARAMOUNT PORTFOLIO XV 01/01/94 96 156 138
PARAMOUNT PREVIEW V 05/01/93 48 120 102
COLUMBIA COL/V-B 06/01/91 0 88 2
COLUMBIA COL/VI-B 05/01/91 0 72 9
DISNEY DIS/MGI 11/12/90 0 92 1
FOX FOX/PRM2 07/01/90 0 210 7
MCA MCA/DBIII 12/01/89 0 248 79
MCA MCA/DEB 11/01/91 0 40 5
MCA MCA/DEB 09/01/91 0 264 22
MGM MGM/CP 08/01/94 0 40 9
ORB ORB/CCI 06/01/91 0 120 10
ORB ORB/CCII 09/30/91 0 90 50
UNPAID
DISTRIBUTOR PRODUCT LIABILITY ASSIGNABILITY
--------------------------------------------------------------------------------
FEATURE PACKAGES - CURRENT
--------------------------
COLUMBIA SHOWCASE II 25,000 W/CONSENT
COLUMBIA GOLD 29,792 W/CONSENT
JCS SYND SVCS CITY HEAT 5,824 W/CONSENT
TELEFLM SLES FEATURES II 1,250 W/CONSENT
VIACOM EXPLOITABLES 4 16,800 W/CONSENT
VIACOM BLACK MAGIC 15,288 W/CONSENT
ITC FEATURES (CP) 1,667 W/CONSENT
ENTERVISION FISTS OF FURY 15,467 SILENT
WORLDVISION CARLOCO & WVIII 71,838 W/CONSENT
PARAMOUNT PORT XIII-B 39,000 W/CONSENT
PARAMOUNT PORTFOLIO XV 126.750 W/CONSENT
PARAMOUNT PREVIEW V 27,500 W/CONSENT
COLUMBIA COL/V-B -- W/CONSENT
COLUMBIA COL/VI-B -- W/CONSENT
DISNEY DIS/MGI -- W/CONSENT
FOX FOX/PRM2 -- W/CONSENT
MCA MCA/DBIII -- W/CONSENT
MCA MCA/DEB -- W/CONSENT
MCA MCA/DEB -- W/CONSENT
MGM MGM/CP -- W/CONSENT
ORB ORB/CCI -- W/CONSENT
ORB ORB/CCII -- W/CONSENT
29
<PAGE>
K R R T
PROGRAM LICENSE AGREEMENTS
AS OF JULY 1, 1995
------------------
CONTRACT TERMS
NO. OF LICENSE RUNS
DISTRIBUTOR PRODUCT START DATE PAYMENTS END DATE LICENSED AVAILABLE
---------------------------------------------------------------------------------------------------------------------------
PARAMOUNT PAR/PRIV 06/01/90 0 144 53
PARAMOUNT PAR/SEII 06/01/90 0 440 228
PARAMOUNT PAR/XI 01/01/91 0 112 17
PARAMOUNT PAR/XII 07/01/91 0 208 17
PARAMOUNT PAR/XIII-A 02/01/91 0 72 19
VES VES/EOT 02/13/90 0 152 5
VES VES/FSIM 05/01/90 0 88 25
VIACOM VIA/FEII 01/01/87 0 232 7
VIACOM VIA/FEIX 12/01/88 0 332 4
VIACOM VIA/FEXI 07/01/90 0 230 69
VIACOM FIA/Y&R 07/01/89 0 174 18
SYNDICATED PRODUCT - FUTURE
WARNER BROS FAMILY MATTERS 09/18/95 48 960 960
WARNER BROS FRESH PRINCE94-95* 09/01/95 6 240 240
WARNER BROS FRESH PRINCE95-96* 09/01/96 6 240 240
WARNER BROS FRESH PRINCE96-97* 09/01/97 6 240 240
PARAMOUNT DEEP SPACE 9 09/01/96 48 576 576
ALL AMERICAN BAYWATCH STRIP 09/25/95 24 520 520
PARAMOUNT UNTOUCHABLES 09/01/96 48 252 252
UNPAID
DISTRIBUTOR PRODUCT LIABILITY ASSIGNABILITY
---------------------------------------------------------------------------
PARAMOUNT PAR/PRIV -- W/CONSENT
PARAMOUNT PAR/SEII -- W/CONSENT
PARAMOUNT PAR/XI -- W/CONSENT
PARAMOUNT PAR/XII -- W/CONSENT
PARAMOUNT PAR/XIII-A -- W/CONSENT
VES VES/EOT -- W/CONSENT
VES VES/FSIM -- W/CONSENT
VIACOM VIA/FEII -- W/CONSENT
VIACOM VIA/FEIX -- W/CONSENT
VIACOM VIA/FEXI -- W/CONSENT
VIACOM FIA/Y&R -- W/CONSENT
SYNDICATED PRODUCT - FUTURE
WARNER BROS FAMILY MATTERS 225,000 W/CONSENT
WARNER BROS FRESH PRINCE94-95* 81,900 W/CONSENT
WARNER BROS FRESH PRINCE95-96* 81,900 W/CONSENT
WARNER BROS FRESH PRINCE96-97* 81,900 W/CONSENT
PARAMOUNT DEEP SPACE 9 315,000 W/CONSENT
ALL AMERICAN BAYWATCH STRIP 83,200 W/CONSENT
PARAMOUNT UNTOUCHABLES 189,000 W/CONSENT
*Estimated
30
<PAGE>
ASSIGNMENT AND ASSUMPTION ON AGREEMENT
--------------------------------------
THIS AGREEMENT is made this 31 day of May, 1996, by and among KABB,
Inc., a Maryland corporation (hereinafter referred to as "Programmer"), KRRT,
Inc., a Texas corporation (hereinafter referred to as "Licensee"), KRRT License
Corp., a Texas corporation (hereinafter referred to as "License Corp."), and
River City Broadcasting, L.P., a Delaware limited partnership (hereinafter
referred to as "RCB").
Recitals
--------
A. WHEREAS, RCB and SBG are parties to an Asset Purchase Agreement of
even date herewith (the "RCB Purchase Agreement"); and
B. WHEREAS, KRRT and SBG are parties to an Asset Purchase Agreement of
even date herewith (the "KRRT Purchase Agreement"); and
C. WHEREAS, the KRRT Purchase Agreement has been assigned by SBG to
Programmer; and
D. WHEREAS, RCB and KRRT are parties to a Time Brokerage Agreement
dated August 3, 1995 (the "KRRT TBA"); and
E. WHEREAS, the parties hereto desire to set forth their respective
rights and obligations concerning the above recitals.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties intending to be
legally bound, agree as follows:
1. Programmer hereby agrees to accept the assignment of the KRRT TBA
subject to the modification of certain provisions as set forth below.
2. All references to "Broker" in the TBA shall be to "Programmer."
3. Section 1.2, Term, of the Time Brokerage Agreement is modified as
follows:
"This Agreement shall be in force from the 31 day of May, 1996 for
the Initial Term of five (5) years. Programmer shall have the option
of extending the Initial Term for an additional term ("Renewal
Term") ending five (5) years immediately after the end of the
Initial Term. In the event that Programmer wishes to exercise the
Renewal Term option, Programmer shall give Licensee written notice
of the exercise of said option at least six (6) months prior to the
end of the Initial Term."
4. Section 1.4 the KRRT TBA is hereby deleted.
iv
<PAGE>
5. Attachment 1.5 is hereby amended as follows:
"During the term of the Time Brokerage Agreement and any renewal
thereof, Programmer will pay to the Licensee on the first day of each
month a monthly payment (the "LMA Payment") equal to (i) an amount
(the "Base Payment") representing the Licensee's estimated cost (as
per Schedule A attached hereto) of operating the station. The LMA
Payment shall be adjusted periodically by the parties in good faith
to reflect: (i) changes in the station's operating costs, and (ii)
capital expenditures reasonably necessary for the continuation of the
station's broadcast signal so that Licensee will recover all of its
expenses and capital expenditures relating to the operations of the
station. In addition to the LMA Payment, during the last twelve (12)
months of the Initial Term of the KRRT TBA, Programmer will pay to
Licensee the Licensee Fee of $8,334.00 per month. During the Renewal
Period commencing on 31 day of May 2001, the License Fee will be
$8,334.00 per month. The License Fee shall be payable on the same
date that the LMA Payments are due."
6.This Agreement may be executed in counterparts, each of which taken
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
this day and year first written above.
LICENSEE: PROGRAMMER:
KRRT, INC. KABB, INC.
By: /s/ Myron Jones By: /s/ David B. Amy
------------- ----------------------
LICENSE CORP.: ASSIGNOR:
KRRT LICENSE CORP. RIVER CITY BROADCASTING, L.P.
By: /s/ Myron Jones By: /s/ Robert Quicksilver
---------------- ----------------------
v