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Document Preview Time Brokerage Agreement |
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Title: |
Time Brokerage Agreement |
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Entities: |
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Date: |
2002 |
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Price: |
$44 |
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ID: |
#1464246 |
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TIME BROKERAGE AGREEMENT
This Time Brokerage Agreement (this "Agreement") is made as of this 4th day
of June, 2002, effective for all purposes on the Effective Date (as defined
below), between ENTRAVISION COMMUNICATIONS CORPORATION, a Delaware corporation
("Programmer"), and KTCY LICENSING, INC., a Delaware corporation ("Licensee").
Recitals
WHEREAS, Licensee holds a license issued by the Federal Communications
Commission (the "FCC") for operation of Station KTCY(FM), Pilot Point, Texas
(the "Station");
WHEREAS, Licensee, Programmer and Spanish Broadcasting System, Inc. ("Spanish
Broadcasting") have contemporaneously entered into an Asset Purchase Agreement
(the "Purchase Agreement"), which provides for the acquisition by Programmer of
certain assets and liabilities of Licensee and Spanish Broadcasting on the terms
and subject to the conditions set forth therein; and
WHEREAS, between the date hereof and the closing under the Purchase Agreement,
Programmer desires to broker certain air time on the Station, all in accordance
with the Communications Act of 1934, as amended, and the rules, regulations, and
policies of the FCC (the "FCC Requirements").
NOW, THEREFORE, in consideration of the foregoing premises and of the
mutual covenants, representations, warranties and agreements contained in this
Agreement and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties to this Agreement agree as
follows:
1. Effective Date and Term.
1.1 Effective Date. This Agreement shall become effective for all
purposes on the date hereof (the "Effective Date").
1.2 Term. The term of this Agreement (the "Term") shall begin on the
Effective Date and shall continue until the consummation of the transaction
under the Purchase Agreement, unless earlier terminated under the provisions of
this Agreement.
2. Brokering of Air Time. Programmer hereby agrees to broker certain air
time on the Station during the Term (such brokered air time period is referred
to herein as the "Broadcasting Period"). During the Broadcasting Period,
Licensee shall broadcast on the Station programming supplied by Programmer (the
"Programming"). Programmer will ensure that the Programming meets technical and
quality standards equal to those of programming broadcast by commercial radio
stations generally in the United States. If Licensee, in the reasonable exercise
<PAGE>
of its discretion, finds that the Programming does not meet such standards, then
it shall advise Programmer in writing of the specific deficiencies. If such
deficiencies have not been corrected within ten (10) days after receipt of
notice, then Licensee shall have no obligation to continue broadcast such
Programming until such time as the deficiencies are corrected.
3. Licensee's Broadcasting Obligations. In consideration for the payments
made and to be made by Programmer hereunder, Licensee shall make available to
Programmer, beginning on the Effective Date, all of the Station's air time
(except for such time necessary for Licensee to meet its obligations under the
rules and regulations of the FCC) during the Broadcasting Period and shall cause
to be broadcast on the Station the Programming pursuant to Section 2 hereof.
Throughout the Term, unless otherwise mutually agreed by the parties, Licensee
shall maintain the operating power of the Station at its authorized maximum
licensed level and shall operate and maintain in good working condition the
Station's transmission facilities and broadcasting equipment. Licensee shall use
its best efforts to provide at least forty-eight (48) hours' prior notice to
Programmer in advance of any maintenance work affecting the operation of the
Station, and such work shall be scheduled by Licensee to be performed at such
hours and on such terms as to minimize interruption of broadcast of the
Programming on the Station. If the Station suffers any loss or damage to its
facilities which results in interruption of the ability to broadcast the
Programming at the maximum authorized power for the Station, Licensee shall
notify Programmer as soon as reasonably possible, and immediately undertake such
repairs as are necessary to restore full-time operation of the Station at its
maximum authorized power level. Throughout the Term, Licensee shall also, with
respect to the Station:
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