LOCAL MARKETING AGREEMENT
This Local Marketing Agreement, dated as of January 17, 1997 (the
"Agreement"), is made by and among Professional Broadcasting Incorporated, a
Virginia corporation ("Professional"), EZ St. Louis, Inc., a Virginia
corporation ("Licensee"), the licensee of commercial radio broadcasting station
KSD (AM) serving the St. Louis, Missouri market (the "Station"), and KSD-AM,
L.L.C., a Missouri limited liability company ("Broker").
WITNESSETH:
WHEREAS, Licensee is authorized by the Federal Communications Commission
(the "Commission") to operate the Station; and
WHEREAS, Licensee has available broadcasting time and is engaged in the
business of radio broadcasting on the Station; and
WHEREAS, Broker desires to avail itself of the Station's broadcast time
for the presentation of programming service, including the sale of advertising
time; and
WHEREAS, Professional, Broker and Licensee have entered into an Asset
Purchase Agreement (the "Asset Purchase Agreement"), dated as of November 18,
1996, pursuant to which Licensee has agreed to sell certain of the assets
associated with the Station to Broker, upon receipt of Commission approval, and
Broker and Licensee have elected to execute and deliver this Agreement;
NOW, THEREFORE, for and in consideration of the mutual covenants herein
contained, the parties hereto have agreed and do agree as follows:
1. Facilities. Licensee agrees to make broadcasting transmission
facilities available to Broker and to broadcast on the Station, or cause to be
broadcast, Broker's program which will originate from Licensee's studios, except
as otherwise set forth herein.
2. Payments. Broker hereby agrees to pay Licensee for the Broadcast
of the programs hereunder a fee of $56,750 per month, commencing on the date
specified in Section 3. The failure of Licensee to demand or insist upon prompt
payment in accordance herewith shall not constitute a waiver of its right to do
so. If Broker shall have produced and made available programming to air on the
Station as provided herein and such programming does not air due to Licensee
preempting such programming in accordance with Section 11 or 12 below, or if for
any reason Licensee is unable to broadcast such programming through no fault of
Broker (including Licensee's scheduling of any maintenance work affecting the
operation of the Station at full power, other than regularly scheduled
maintenance at times mutually agreed to by the parties), or if this Agreement is
terminated for any reason (other than a breach of this Agreement by Broker)
prior to end of a month, then Broker shall receive a payment credit to be
determined by multiplying the monthly payment by the ratio of the amount of time
not aired to the total number of broadcast hours
allotted to Broker each month pursuant to Section 5(a) below; provided, however,
that in the case of operation of the Station at less than full power, Broker
shall received only such portion of the payment credit as is equal to 100% minus
the percentage of full power that the Station operated.
3. Term. This Agreement shall be effective and the rights and
obligations of the parties hereto shall commence as of 12:01 a.m. on January 27,
1997 (the "LMA Date"). This Agreement shall continue until the earlier of (1)
October 31, 1997; (2) the closing of the Asset Purchase Agreement; or (3) the
termination of this Agreement pursuant to Section 18a hereof.
4. Programs. Broker 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 accordance in all material respects with the
Communications Act of 1934, as amended or as replaced by successor legislation
(the "Communications Act"), and the rules, regulations and policies of the
Commission. All programming shall be prepared and presented in conformity with
the regulations prescribed by the Commission. All advertising spots and
promotional material or announcements shall comply in all material respects with
all applicable federal, state and local regulations and shall be produced in
accordance with quality standards established by Broker.
5. Station Facilities.
a. Operation of Station. Throughout the term of this
Agreement, Licensee shall make all of the Station's facilities available to the
Broker for operation 24 hours a day, seven days a week, except for (1) at least
one hour each Sunday morning between the hours of 6:00 a.m. and 10:00 a.m. to
the extent that Licensee desires to utilize all or a portion of such time period
for public interest programming and (2) downtime occasioned by routine
maintenance not to exceed two hours each Sunday morning between the hours of 12
Midnight and 6:00 a.m. If possible, any maintenance work affecting the operation
of the Station at full power shall be scheduled upon at least 24 hours' prior
notice to the Broker. It is further understood and agreed that Licensee shall
continue to retain full authority and control over operation of the Station
during the course of this Agreement; to be responsible for assessment of the
significant issues in, and the needs and interests of the community and the
Station's service areas; and to determine that the programs presented are
responsive to such issues, needs and interests, and that all programming
continues to meet all Federal, state and local laws, including those that govern
political broadcast time, presentation of lottery material, proper sponsor
identification, and other programming in the public interest. Licensee shall
also continue to be responsible for maintenance of the Station's public file in
good order as required by the Commission, including timely placement of a copy
of this Agreement in that file; to prepare and timely file in such file the
quarterly issues/programs list as required by the Commission's rules; to timely
file with the Commission all required reports or other records as required by
the Commission; and to otherwise comply in all respects with the Commission
rules and regulations, including those
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rules and regulations regarding requests for political advertising. Broker
agrees to cooperate fully in the gathering, compilation and completion of all
such reports as may be required by Licensee. Licensee shall be solely
responsible for maintenance of the Station's public inspection file. Licensee
shall regularly communicate to Broker the Licensee's ongoing assessment of
issues, needs and interests of the Station's community of license and service
areas. The parties agree that, in addition to the public interest, issue
responsive programming produced by Licensee pursuant to this Section 5(a),
Broker's programming will include a minimum of three hours per week of programs
scheduled for broadcast between the hours of 6:00 a.m. and 12 midnight that
shall similarly respond to ascertained community issues, needs and interests.
Broker agrees to provide to Licensee, no later than the fifth day following the
end of each quarter, a list of the non-entertainment programming that Broker
provided in response to the needs of the community's listeners.
b. Interruption of Normal Operations. If the Station suffers
loss or damage of any nature to its transmission facilities which results in the
interruption of service or the inability of the Station to operate with its
authorized facilities and such loss or damage is not due to a negligent, gross
negligent or willful act or omission of Broker, Licensee shall immediately
notify Broker, and shall undertake such repairs as necessary to restore the
full-time operation of the Station with its authorized facilities as soon as
practicable.
c. Studio Location. Licensee and Broker acknowledge that the
Station's present transmitting facilities allow Licensee to establish the main
studio for the Station at the location of the main studio of AM radio broadcast
station WIBV in Belleville, Illinois ("WIBV"), in compliance with the
Commission's rules, regulations and policies. The parties acknowledge that upon
the LMA date, the Station's main studio will be moved to the location of WIBV's
main studio, and that Licensee shall promptly notify the Commission of such
move.
6. Political File and Political Advertising. Broker agrees to
cooperate fully with Licensee in the maintenance of the Political File and
adherence in all material respects to the Commission's rules and regulations
that govern sale and placement of political advertising and agrees to secure and
provide to Licensee a properly completed written contract consistent with
Sections 312 and 315 of the Communications Act, as well as all applicable rules
and regulations of the Commission which apply to or govern the sale or placement
of such political advertising, prior to broadcast presentation of any such
programming. At least 90 days before any general election and 45 days before any
primary, Broker will clear with Licensee the rates Broker will charge for time
sold to legally qualified candidates and provide Licensee with a copy of
Broker's political disclosure statement; provided, however, if execution of this
Agreement shall fall within such 90 or 45 day period, Broker shall have five
business days after execution to provide such information.
7. Responsibility for Employees and Expenses. Broker shall employ
and be responsible for the salaries, taxes, insurance and related costs for all
personnel used
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in the production of its programming (including without limitation sales people,
traffic personnel, board operators and programming staff). Licensee shall employ
and be responsible for the salaries, taxes, insurance and related costs for the
personnel specified in Section 19 (c) hereof and for the rent, utilities,
property taxes and insurance associated with the Licensee's use of its studio
facilities and with the transmitter facilities. Broker shall pay for all
telephone calls associated with program production (including advertising) and
listener responses, for all fees to ASCAP, BMI and SESAC and for any other
copyright fees attributable to its programming broadcast on the Station.
8. Advertising and Programming Revenues. Broker shall retain all
revenues for the sale of advertising time on the programs it delivers to the
Station and may sell such advertising in combination with the sale of
advertising on any other broadcasting station of its choosing.
9. Accounts Receivable.
As of the LMA Date, Licensee shall assign to Broker as Licensee's
agent for the purposes of collection only all of the accounts receivable
relating to the operation of the Station prior to the LMA Date. Broker shall use
such efforts as are reasonable and in the ordinary course of business to collect
the accounts receivable for 90 days following the LMA Date ("Broker Collection
Period"); provided, however, that Broker's obligation to use its best efforts
shall not extend to the institution of litigation, employment of counsel, or any
other extraordinary means of collection. So long as the accounts receivable are
in Broker's possession, neither Licensee nor its agents shall make any
solicitation for collection purposes nor institute litigation for the collection
of any amounts due thereunder, except for such accounts receivable which Broker
has consented to Licensee's collection thereof prior to the expiration of the
Broker Collection Period which consent will not be unreasonably withheld. All
payments received by Broker during the Broker Collection Period from any person
obligated with respect to any of the accounts receivable shall be applied first
to Licensee's account and only after full satisfaction thereof to Broker's
account. Broker shall not incur or cause to be incurred any collateral or
outside fees, costs or charges in connection with its efforts to collect the
account receivables without first having obtained the authorization in writing
of Licensee. Broker shall separately account for all amounts collected on
Licensee's behalf and remit to Licensee such amounts every two weeks in arrears
during the Broker Collection Period. Broker shall send to Licensee monthly in
arrears during the Broker Collection Period an aging report with respect to such
accounts receivable. Any of the accounts receivable that are not collected
during the Broker Collection Period shall be reassigned to Licensee at the end
of the Broker Collection Period, after which Broker shall have no further
obligation to Licensee with respect to the accounts receivable. Broker shall not
have the right to compromise, settle or adjust the amount of any of the accounts
receivable without Licensee's prior written consent, or to withhold any proceeds
of the accounts receivable or to retain any uncollected account receivable or
payment on account thereof after the expiration of the Broker Collection Period
for any reason whatsoever.
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10. Assignment and Assumption of Contracts. Concurrently with the
execution and delivery hereof, Professional, Broker and Licensee have executed
and delivered to each other an Assignment and Assumption of Contracts (the
"Assignment Agreement") in the form attached hereto, pursuant to which
Professional and Licensee have assigned their rights, and Broker has assumed
Licensee's and Professional's obligations under certain agreements to which
Licensee or Professional is a party (the "Assigned Contracts").
11. Control of Station. Licensee shall have full authority, control
and power over the facilities and operation of the Station during the period of
this Agreement, including specifically control and authority over the Station's
finances, programming and personnel. Licensee shall provide and pay at a minimum
for a management level employee and another employee, who shall report solely to
and be accountable solely to Licensee and who shall direct and maintain the
day-to-day operation of the Station. Licensee shall retain control over the
policies, programming and operations of the Station, including, without
limitation, the right to decide whether to accept or reject any programming or
advertisements, the right to refuse to broadcast any program or a part of a
program not deemed by Licensee to be in the public interest and to interrupt or
preempt any programs at any time in order to broadcast a program deemed by
Licensee to be of greater national, regional, local or public interest, and the
right to take any other actions necessary for compliance with the laws of the
United States; the State of Missouri; the rules, regulations and policies of the
Commission (including the prohibition on unauthorized transfers of control); and
the rules, regulations and policies of other federal governmental authorities,
including the Federal Trade Commission and the Department of Justice. Licensee
shall at all times be solely responsible for meeting all of the Commission's
staffing requirements at the main studio and for other recordkeeping and
operational matters required by the Commission. From time to time as requested
by Licensee, Broker shall provide Licensee with information to enable Licensee
to prepare records, reports and logs required by the Commission or other local,
state or federal governmental agencies, including such information as may be
necessary or appropriate to prepare the Station's quarterly issues/programs
lists.
12. Special Events. Licensee reserves the right, in its discretion,
to preempt any of the Broker's broadcasts, and to use any part of the time
contracted for herein by Broker for the broadcast of events of special
importance. In all such cases, Licensee will use its best efforts (to the extent
possible under the circumstances) to give Broker reasonable notice of its
intention to preempt such broadcast or broadcasts, and, in the event of such
preemption, Broker shall receive a payment credit for the broadcasts so omitted.
13. Force Majeure. Any failure or impairment of the Station
facilities or any delay or interruption in broadcasting programs, or the failure
at any time to furnish facilities, in whole or in part, for broadcasting, due to
acts of God, strikes, or threats thereof, force majeure, or to causes beyond the
control of Licensee, shall not constitute a breach of this Agreement, and
Licensee will not be liable to Broker.
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14. Right to Use Call Letters. Licensee shall retain the right to
the Station call letters throughout the term of this Agreement and hereby grants
Broker a revocable license to use such call letters in its programs, excluding
call letters KSD. In all contracts and in general, Broker shall not hold itself
out as licensee of the Station.
15. Payola. Broker agrees that it will not accept any compensation
or any kind of 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 Broker 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.
16. Compliance with Law. Broker agrees that, throughout the term of
this Agreement, Broker will comply with all laws and regulations applicable in
the conduct of Licensee's business and Broker acknowledges that Licensee has not
urged, counseled, or advised the use of any unfair business practice. In the
event that any new law or regulation is adopted which results in a material
change in the terms of this arrangement (for example, but not limited to, a
restriction on the number of hours which may be brokered), the parties agree to
negotiate in good faith to modify this Agreement to conform as closely as
possible to the interests of both Broker and Licensee and, in the event of their
inability to so modify the Agreement, Broker or Licensee may without penalty
terminate the Agreement on 60 days' notice to the other.
17. Indemnification. Broker shall indemnify and hold harmless
Licensee from and against any and all claims, losses, costs, liabilities,
damages and expenses arising out of Broker's broadcasts and sale of advertising
time under this Agreement to the extent permitted by law, including damages to
the Station's facilities caused by the negligence, gross negligence or willful
misconduct of Broker. Licensee shall indemnify and hold harmless Broker from and
against any and all claims, losses, costs, liabilities, damages and expenses
arising out of Licensee's broadcasts to the extent permitted by law, including
damages to the Station's facilities caused by the negligence, gross negligence
or willful misconduct of Licensee. Broker's and Licensee's obligation to hold
each other harmless against the liabilities specified above shall survive any
termination of this Agreement until the expiration of all applicable statutes of
limitation. Unless an indemnifying party assumes the defense of a claim for
which indemnity is sought hereunder on behalf of the indemnified party, the
indemnified party shall have the right to employ its own counsel to conduct such
defense (which shall be at the expense of the indemnifying party). The
indemnified party shall render to the indemnifying party and its counsel such
assistance as they may reasonably require in order to ensure the proper and
adequate defense of any claim for which indemnity is sought hereunder. Neither
party will settle any claim for which indemnity is sought or owed under this
Section 17 in a manner which imposes any cost or penalty on the other party
without the other party's prior written consent.
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18. Termination.
a. Termination of Agreement. This Agreement may be terminated:
(1) by either party, by written notice to the other, if
either (i) this Agreement has been declared invalid or illegal in whole or
in substantial part by an order or decree of an administrative agency or
court of competent jurisdiction and the applicability of such order or
decree has not been stayed pending further administrative or judicial
review, or (ii) there has been a change in the Communications Act or the
Commission's rules, regulations or policies that causes this Agreement to
be in violation thereof and the applicability of such change has not been
stayed pending appeal or further administrative review.
(2) by either party, by written notice to the other, if
the terminating party is not then in material default under this Agreement
and the other party is in material default under this Agreement and has
failed to cure such default within 10 days after receiving notice of
breach from the terminating party. In the event Licensee remains in
material default following the 10 day cure period and Broker elects to
terminate this Agreement in accordance with this Section 18a(2), Broker
shall be entitled to a refund of a pro rata portion of all payments made
by Broker for the month during which such termination occurs equivalent to
the percentage of such month remaining following the date of such
termination.
(3) by mutual agreement of Licensee and Broker.
(4) automatically upon the purchase of the Station
pursuant to the Asset Purchase Agreement.
b. Events Upon Termination or Expiration.
(1) Upon any termination or expiration hereof, (i)
Licensee shall be under no further obligation to make available to Broker
any further broadcast time or broadcast transmission facilities and all
amounts accrued or payable to Licensee up to the date of termination which
have not been paid shall immediately become due and payable by Broker,
(ii) Broker shall be responsible for debts and obligations of Broker
resulting from the use of air time and transmission facilities including,
without limitation, accounts payable and net barter balances, but not for
Licensee's federal, state, local and other tax liabilities associated with
Broker's payments hereunder or for other payments to Licensee, (iii)
Licensee and Broker will cooperate to allow Licensee within 30 days to
resume Station programming, billing and related operations, and (iv) in
the event that this Agreement or the Asset Purchase Agreement is
terminated prior to the Closing under the Asset Purchase Agreement,
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Broker shall assign to Licensee and Licensee shall assume the Assigned
Contracts (as defined in Section 10) that remain in effect (or that have
been renewed, extended or replaced on substantially similar terms) on the
date of such termination or expiration together (provided that Broker has
procured the necessary consents to such reassignment) with all agreements
between Broker and others for the sale of broadcast time on the Station
for cash at reasonable market rates in effect on such date. With respect
to any contract assigned to Licensee pursuant to this Section 18(b), all
expenses and income arising under such contracts shall be prorated between
Licensee and Broker as of the date on which such contracts are assigned to
Licensee (the "Proration Date") in the manner such that the operation of
the Station on and before the Proration Date shall be for the account of
Broker and thereafter for the account of Licensee.
(2) No expiration or termination hereof shall limit or
impair any party's rights to receive payments due and owing hereunder on
or before the effective date of such termination.
(3) Notwithstanding any termination hereof, the parties
shall continue to be bound by their respective obligations under the Asset
Purchase Agreement.
c. Upon any termination of this Agreement prior to the Closing
under the Asset Purchase Agreement, the following provisions shall apply:
(1) On the effective date of termination (the "Termination
Date"), Broker will assign and turn over to Licensee, for collection
only, all accounts receivable owing to Broker as of the Termination
Date from or related to the operation of the Station (the
"Receivables"). Such assignment shall be accompanied by a schedule
of all such Receivables. Licensee shall use such efforts as are
reasonable and in the ordinary course of business (but without
responsibility to institute legal or collection proceedings) to
collect such Receivables during the one hundred twenty (120) day
period following the Termination Date (the "Collection Period").
Licensee shall hold the proceeds collected from such Receivables in
trust for Broker and shall remit to Broker all Receivables actually
collected, together with a schedule thereof, on the first and
fifteenth of each month during the Collection Period, commencing
with the month during which the Termination Date occurs. Within five
(5) days after the end of the Collection Period, Licensee shall
reassign and turn back over to Broker any Receivable which shall not
have been collected by Licensee during the Collection Period.
(2) In the event Licensee is advised by an account debtor that
such account-debtor refuses or declines to pay a Receivable because
the account debtor contends that the amount is not owed or is
incorrect (a "Disputed
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Account"), Licensee shall promptly so notify Broker. Licensee may
then, at its option, either (a) re-assign and turn such Disputed
Account back over to Broker, in which case Licensee shall have no
further responsibility therefor, or (b) with Broker's consultation
and written approval, cancel, adjust or re-bill and seek collection
of the Disputed Account in accordance with the procedures set forth
in this Section 18.
(3) Except with respect to a Disputed Account which has been
reassigned to Broker, Broker shall make no effort to collect any
Receivable during the Collection Period.
(4) During the Collection Period, if Licensee receives a
payment from an advertiser who (a) has placed advertising on the
Station both prior to and after the Termination Date, and (b) has
been invoiced both as a Receivable and as an account receivable of
Licensee (a "Common Account"), such payment shall be applied to the
oldest outstanding balance due from that advertiser. Following
expiration of the Collection Period, if such payment is directed to
a Receivable, Licensee shall forward the proceeds of such payment
directly to Broker.
19. Representations and Warranties.
a. Corporate Authority. Each of Licensee and Broker represents
to the other that it is 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 agreement, contract or other
obligation to which it is subject or by which it is bound.
b. LMA Challenge. If this Agreement is challenged at the
Commission, Licensee and Broker will jointly defend this Agreement, and the
expense thereof will be shared equally. If portions of this Agreement do not
thereafter receive the approval of the Commission staff, the parties shall
reform this Agreement, or at Broker's option and expense, seek reversal of the
staff decision and approval from the full Commission on appeal.
c. Employees. Licensee shall employ at least one (1) full-time
management-level employee at the main studio of the Station and at least one
staff-level employee at the main studio of the Station, in accordance with the
Commission's policies. These employees shall be Licensee's employees, and shall
not be compensated by or accountable to Broker in any manner whatsoever. The
duties of these employees shall be determined exclusively by Licensee.
20. 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
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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.
21. No Waiver; Remedies Cumulative. No failure or delay on the part
of Licensee or Broker in exercising any right or power hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise of any such right
or power, or any abandonment or discontinuance of steps to enforce such a right
or power, preclude any other or further exercise thereof or the exercise of any
other right or power. The rights and remedies of Licensee and Broker herein
provided are cumulative and are not exclusive of any right or remedies which it
may otherwise have.
22. Construction. This Agreement shall be construed in accordance
with the laws of the State of Missouri, and the obligations of the parties
hereto are subject to all federal, state or municipal laws or regulations now or
hereafter in force and to the regulations of the Commission and all other
governmental bodies or authorities presently or hereafter to be constituted.
23. Headings. The headings contained in this Agreement are included
for convenience only and no such heading shall in any way alter the meaning of
any provision.
24. Successors and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties and their respective successors and assigns,
including, without limitation, any assignee of the Commission license for the
Station.
25. Counterpart Signatures. This Agreement may be signed in one or
more counterparts, each of which shall be deemed a duplicate original, binding
on the parties hereto notwithstanding that the parties are not signatory to the
original or the same counterpart. This Agreement shall be effective as of the
date on which the executed counterparts are exchanged by the parties.
26. Notices. Any notice required hereunder shall be in writing and
any payment, notice or other communications shall be deemed given when delivered
personally, or mailed by certified mail or Federal Express, postage prepaid,
with return receipt requested, and addressed as set forth in the Asset Purchase
Agreement.
27. Entire Agreement. This Agreement embodies the entire agreement
between the parties and there are no other agreements, representations,
warranties, or understandings, oral or written, between them with respect to the
subject matter hereof. No alterations, modification or change of this Agreement
shall be valid unless by like written instrument.
28. Severability. The event that any of the provisions contained in
this Agreement is held to be invalid, illegal or unenforceable shall not affect
any other provision
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hereof, and this Agreement shall be construed as if such invalid, illegal or
unenforceable provisions had not been contained herein.
29. Licensee's Certificate. Licensee agrees to execute concurrently
with the execution of this Agreement that certain Certificate, a form of which
is attached hereto as Annex I, to be filed with the Commission in accordance
with its rules and regulations.
30. Broker's Verification. Broker agrees to execute concurrently
with the execution of this Agreement that certain Verification, a form of which
is attached as Annex II, to be filed with the Commission in accordance with its
rules and regulations.
IN WITNESS WHEREOF, the parties have executed this Agreement as of
the date first above written.
EZ ST. LOUIS, INC.
By: /s/ Alan Box
------------------------------
Alan Box
President
PROFESSIONAL BROADCASTING
INCORPORATED
By: /s/ Alan Box
------------------------------
Alan Box
President
KSD-AM, L.L.C.
By: /s/ Timothy C. Dorsey
------------------------------
Timothy C. Dorsey
President
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ANNEX I
CERTIFICATION
EZ St. Louis, Inc., licensee of Station KSD(AM), hereby certifies pursuant
to Section 73.3555(a)(3)(ii) of the Rules and Regulations of the Federal
Communications Commission, 47 C.F.R. ss. 73.3555(a)(3)(ii) (1996), that it has
and will continue to maintain ultimate control over the facilities of Station
KSD(AM) in connection with the implementation of the Local Marketing Agreement
dated as of January 17, 1997, including specifically with respect to control
over station finances, personnel and programming.
EZ St. Louis, Inc.
By: __________________________
Alan Box
President
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ANNEX II
VERIFICATION
KSD-AM, L.L.C., hereby verifies that the Local Marketing Agreement dated
January 17, 1997, by and between KSD_AM, L.L.C., Professional Broadcasting
Incorporated and EZ St. Louis, Inc., the licensee of Radio Station KSD(AM),
complies with the provisions of paragraph (a)(1), the radio contour overlap rule
of Section 73.3555, the multiple ownership rule, of the FCC's rules.
KSD-AM, L.L.C.
By: ______________________________
Timothy C. Dorsey
President
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