TIME MANAGEMENT AND SERVICES AGREEMENT
Time Management and Services Agreement ("Agreement") effective as of 12:01
P.M. March 17, 1998 (the "Effective Date"), by and among Broadcast Holdings,
Inc., licensee of Radio Station WYCB(AM), Washington, D.C. ("Station"), WYCB
Acquisition Corporation ("Owner"), which is the parent company of Broadcast
Holdings, Inc., and Radio One, Inc. ("Manager").
WHEREAS, Manager is in the business of operating radio stations and
producing and transmitting news, sports, informational, public service and
entertainment programming and associated advertising on radio stations;
WHEREAS, Owner as parent company of the licensee is responsible for
selecting programs and managing the Station;
WHEREAS, Manager desires to provide programming to be transmitted on the
Station pursuant to the provisions hereof and pursuant to applicable regulations
of the Federal Communications Commission ("FCC") and to provide services to
Owner in the operation of the Station; and
WHEREAS, Owner desires to transmit programming supplied by Manager on the
Station and to contract for the services offered by Manager.
NOW, THEREFORE, in consideration of these premises and the mutual promises,
undertakings, covenants and agreements contained in this Agreement, the parties
hereto do hereby agree as follows:
WITNESSETH:
1. Facilities. Owner agrees to broadcast on the Station, or cause to be
broadcast, for up to twenty-four (24) hours per day, seven (7) days per week,
Manager's programs and advertisements ("Programs").
2. Programs. Manager shall furnish or cause to be furnished the artistic
personnel and material for the Programs as provided by this Agreement and all
Programs shall be in good taste and in accordance with Federal Communications
Commission ("FCC") requirements. All advertising spots and promotional material
or announcements shall comply with all applicable federal, state and local
regulations.
3. Sale of Advertising Time. Manager is permitted to sell all advertising
for Programs and may sell such advertising in combination with the sale of
advertising on other stations owned by Manager. Manager will retain all revenues
from the sale of such advertising.
4. Management Services. Manager will provide all services necessary to the
operation and management of a radio station in a top 10 market.
5. Payments. Manager hereby agrees to pay to Owner the sum of $45,000 per
month, such sum to be paid on or before the 1st day of the month as full
compensation to Owner for the right to broadcast the Programs on the Station.
The monthly payments may be increased on an annual basis.
6. Handling of Public Comments. Manager shall be advised promptly by Owner
of any public or FCC complaint or inquiry concerning programs provided by
Manager.
7. Programming Standards. Manager agrees to abide by rules and regulations
regarding contests and lotteries, elections, sponsorship identification, and
obscenity and indecency with regard to the Programs provided to Owner.
8. Operation of Station. Notwithstanding anything to the contrary in this
Agreement, Owner shall have full authority and power over the operation of the
Station during the period of this Agreement. Owner shall retain the right to
decide whether to accept or reject any programming or advertisements, the right
to preempt or delay or delete any programs which Owner reasonably believes to be
unsatisfactory, unsuitable or contrary to the public interest or in order to
broadcast a program deemed to be by Owner to be of greater national, regional,
or local interest, and the right to take any other actions necessary for
compliance with the rules, regulations, and policies of the FCC.
9. Personnel. Manager shall employ and be responsible for the salaries,
taxes, insurance and related costs for all personnel used in the production of
its programming and for the personnel used in the sale of advertising time.
10. Force Majeure. Any failure or impairment of facilities or any delay or
interruption in broadcasting Programs, or failure at any time to furnish
facilities, in whole or in part, for broadcasting, due to acts of God, strikes
or threats thereof or force majeure or due to causes beyond the control of
Owner, shall not constitute a breach of this Agreement and Owner will not be
liable to Manager.
11. Right to Use the Programs. The right to use the Programs provided by
Manager and to authorize their use in any manner and in any media whatsoever,
shall be and remain vested in Manager.
12. Payola. Manager agrees that Manager will not accept any compensation of
any kind or gift or gratuity of any kind whatsoever, regardless of its value or
form, including, but not limited to, a commission, discount, bonus, materials,
supplies or other merchandise, services or labor, whether or not pursuant to
written contracts or agreements between Manager and merchants or advertisers,
unless the payer is identified in the program as having paid for or furnished
such consideration in accordance with FCC requirements.
13. Compliance with Laws. Manager agrees that throughout the term of this
Agreement Manager will comply in all material respects with all laws and
regulations applicable in the conduct of Owner's business. Owner will comply in
all material respects with all applicable FCC rules, regulations and policies,
including, but not limited to, political advertisements, sponsorship
identification, lottery and contest rules, and other local, state and federal
laws, rules, and regulations.
14. Events of Default. Manager's failure to pay on a timely basis the
consideration provided for in Paragraph 2 above shall constitute an Event of
Default only after Owner has provided Manager with written notice of the failure
to pay and Manager has failed to pay the amount(s) owed within fifteen (15)
business days of the date of the written notice.
15. Termination. Owner may terminate this Agreement if Manager has caused
an Event of Default to occur. In the event of termination, each party shall pay
to the other any fees due but unpaid as of the date of termination and Owner
shall cooperate with Manager to enable Manager to fulfill advertising or other
programming contracts then outstanding, in which event Owner shall receive as
compensation for the carriage of such advertising or programming that which
otherwise would have been paid to Manager thereunder.
16. Music Licenses. Owner and Manager represent that, as of the date that
this Agreement, they will each secure any music licenses from performers' rights
organizations including, but not limited to, ASCAP, BMI, and SESAC, that are
necessary for the legal operation of the Station as contemplated by this
Agreement and that both Owner and Manager will maintain their respective
licenses in good standing.
17. Modification and Waiver. No modification or waiver of any provision of
this Agreement shall in any event be effected unless the same shall be in
writing and signed by the party adversely affected by the waiver or
modification, and then such waiver and consent shall be effective only in the
specific instance and for the purpose for which given.
18. Indulgences. Unless otherwise specifically agreed in writing to the
contrary: (i) the failure of either party at any time to require performance by
the other of any provision of this Agreement shall not affect such party's right
thereafter to enforce the same; (ii) no waiver by either party of any default by
the other shall be taken or held to be a waiver by such party of any other
preceding or subsequent default; and (iii) no extension of time granted by
either party for the performance of any obligation or act by the other party
shall be deemed to be an extension of time for the performance of any other
obligation or act hereunder.
19. Construction. This Agreement shall be construed in accordance with the
laws of the State of Maryland, applicable to agreements entered into and wholly
to be performed therein, without regard to principles of conflicts of laws. The
rights and obligations of the parties hereto are subject to all federal, state
or municipal laws or regulations now or hereafter in force and the
regulations of the FCC and all other governmental bodies or authorities
presently or hereafter to be constituted.
20. Successors and Assigns. Neither party may assign this Agreement without
the other party's express prior written consent, provided, however, Manager may
assign its rights and obligations pursuant to this Agreement without Owner's
consent to an entity which is a subsidiary or parent of Manager or to an entity
owned or controlled by Manager or its principals. Subject to the foregoing, this
Agreement shall be binding on, inure to the benefit of, and be enforceable by
the original parties hereto and their respective successors and permitted
assignees.
21. Entire Agreement. This Agreement embodies the entire agreement between
the parties with respect to the subject matter hereof and there are no other
agreements, representations, warranties, or understandings, oral or written,
between them with respect to the subject matter hereof. No alteration,
modification or change of this Agreement shall be valid unless by like written
instrument.
22. Savings Clause. If any provision of this Agreement is held to be
illegal, invalid or unenforceable, such provision shall be fully severable, and
in lieu of such illegal, invalid or unenforceable provision, there shall be
added automatically as a part of this Agreement a provision as similar in terms
to such illegal, invalid or unenforceable provision as may be possible and be
legal, valid and enforceable. This Agreement shall then be construed and
enforced as so modified.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
BROADCAST HOLDINGS, INC.
By: __________________________
Alfred C. Liggins, III
President
WYCB ACQUISITION CORPORATION
By: __________________________
Alfred C. Liggins, III
President
RADIO ONE, INC.
By: __________________________
Alfred C. Liggins, III
President