Time Brokerage Agreement between North Shore Broadcasting Corporation, Seashore Broadcasting Corporation, and Nassau Broadcasting Partners, L.P. (July 1, 1996)

Summary

This agreement is between North Shore Broadcasting Corporation and Seashore Broadcasting Corporation (the Licensees), and Nassau Broadcasting Partners, L.P. (the Broker). The Licensees agree to provide Nassau with access to their radio stations' broadcasting facilities for a minimum number of hours per week, allowing Nassau to air its own programming. Nassau will reimburse the Licensees for certain expenses, and both parties must comply with FCC regulations. The agreement is intended as an interim arrangement until the closing of a related stock purchase agreement and will terminate upon that closing or as otherwise specified.

EX-10.1 16 0016.txt TIME BROKERAGE AGMT, DTD 7/1/1996 Exhibit 10.1 TIME BROKERAGE AGREEMENT Time Brokerage Agreement (the "Agreement") dated as of July 1,1996, by and among North Shore Broadcasting Corporation ("North Shore") and Seashore Broadcasting Corporation ("Seashore"), both New Jersey corporations (hereinafter referred to as "Licensees") and Nassau Broadcasting Partners, L.P., a Delaware Limited Partnership (the "Broker"). WITNESSETH: WHEREAS, North Shore is authorized to operate Radio Station WOBM (AM), licensed to Lakewood, New Jersey, and Seashore is authorized to operate Radio Station WOBM (FM), licensed to Toms River, New Jersey (hereinafter collectively referred to as the "Stations"), pursuant to licenses issued by the Federal Communications Commission ("FCC"); WHEREAS, all owners of the issued and outstanding shares of the capital stock of the Licensees (the "Shareholders") and Broker have entered into a Stock Purchase Agreement, dated of even date herewith (the "Purchase Agreement"), pursuant to which the Shareholders have agreed to sell to Broker all such shares of capital stock of the Licensees (the "Shares"); WHEREAS, the parties hereto have carefully considered the FCC's time brokerage policies and intend that this Agreement in all respects comply with such policies; WHEREAS, Licensees desire to enter into this Agreement to provide an interim source of diverse programming and income to sustain the operations of the Stations until the Closing under the Purchase Agreement; WHEREAS, Broker desires to provide an over-the-air program Service to Monmouth and Ocean Counties, New Jersey, using the facilities of the Stations; WHEREAS, Licensees agree to provide time on the Stations to Broker on terms and conditions that conform to the policies of the Stations and the FCC for time brokerage arrangements and as set forth herein; and WHEREAS, Broker agrees to utilize the facilities of the Stations solely to broadcast programming that conforms with the policies of the Licensees and with all rules, regulations and policies of the FCC and as set forth herein. NOW, THEREFORE, for and in consideration of the mutual covenants herein contained, the parties hereto have agreed and do agree as follows: 1. Facilities. Licensees agree to make broadcasting transmission facilities of each of the Stations available to Broker for a minimum of 158 hours per week (the "Minimum"), which will facilitate the broadcasting of Broker's programs (the "Programs"), which shall originate either from Broker's own studios or from Licensees' facilities or from other studios contracted for by Broker. The Programs are described in Attachment I hereto; provided, however, that the facilities made available to Broker shall not include the Stations' subcarrier(s) as long as it does not interfere with the principal signal. Licensees retain all rights to lease its subcarrier(s); provided, however, that any lease entered into by Licensees shall be terminable by Licensees upon thirty (30) days notice. Broker and Licensees represent to each other that they have, and will have throughout the term of this Agreement, the capability of transmitting either by STL or phone lines from their respective broadcast and transmission studios. 2 2. Payments. The compensation to be paid to Licensees for the broadcasting time shall be the reimbursement of Licensees' expenses as set forth in Paragraphs 8 and 9, commencing with July 1, 1996 (the "Effective Date"). The failure of Licensees to demand or insist upon prompt payment in accordance herewith shall not constitute a waiver of its right to such payment. Licensee shall pay Broker for any programming, up to the Minimum, produced by it and not broadcast by the Stations, such amount to be determined by multiplying the Fixed Stow Payments (as defined in the Purchase Agreement) by the ratio of the amount of time preempted or not accepted to the total number of broadcast hours up to the Minimum produced by Broker each month. 3. Term. This Agreement shall become effective as of the Effective Date and shall terminate upon the earlier of (a) the Closing Date (as that term is defined in the Purchase Agreement) or (b) the time for termination specified in this Agreement. 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 good taste and in accordance with the rules, regulations and policies of the FCC. All Programs shall be prepared and presented in conformity with the regulations prescribed in Attachment III hereto. All advertising spots and promotional material or announcements shall comply with all applicable federal, state and local regulations and policies. 5. Stations Facilities. 5.1 Operation of Station. Licensees represent that the Stations now operate and will continue to operate in accordance with the authorizations issued by the 3 FCC. Throughout the term of this Agreement, Licensees shall make the Stations available to the Broker for operation with the maximum authorized facilities twenty-four (24) hours a day, seven (7) days a week, except for: (i) up to ten (10) hours per week for public affairs, news, information and other non-entertainment programming intended to address the needs and interests of the Stations' service area; (ii) down-time occasioned by routine maintenance not to exceed two (2) hours each Sunday morning between the hours of 12 Midnight and 6:00 a.m. Any routine maintenance work affecting the operation of the Stations at full power shall be scheduled upon, if practicable, at least forty-eight (48) hours prior notice to Broker; and (iii) STL and phone lines as set forth in Paragraph 1 hereof. 5.2 Interruption of Normal Operations. If any of the Stations suffer loss or damage of any nature to their transmission facilities which results in the interruption of service or the inability of any of the Stations to operate with their maximum authorized facilities, pursuant to the authorization under which the Stations are then operating, Licensees shall immediately notify Broker and shall undertake such repairs as necessary to restore the full-time operation of the Stations with their then maximum authorized facilities within thirty (30) days from the occurrence of such loss or damage. If such repairs are not made within the allotted period, Broker may give notice to Licensees of Broker's intention to terminate this Agreement and the Purchase Agreement, in which event this Agreement and the Purchase Agreement shall terminate on the thirtieth (30) day following such notice, any other provision of this Agreement notwithstanding unless the repairs are made prior to the expiration of said thirty (30) day period. 4 6. Handling of Mail. Except as required to comply with the FCC rules and policies, including those regarding the maintenance of the public inspection file (which shall at all times remain the responsibility of Licensees), Licensees shall not be required to receive or handle mail, cables, telegraph or telephone calls in connection with the Programs broadcast hereunder unless Licensees have agreed in writing to do so. 7. Programming and Operations Standards. Broker agrees to abide by the standards set forth in this Attachment III hereto in its programming and operations. Broker further agrees that if, in the sole judgment of Licensees, or the Stations' General Manager, Broker does not comply with said standards, Licensees, or either of them, may suspend or cancel any program not in compliance. 8. Responsibility for Employees and Expenses. Broker shall employ and be responsible for the salaries, taxes, insurance and related costs for all personnel used in the production of its programming (including salespeople, traffic personnel, board operators and programming staff). Licensees will provide and be responsible for the Stations' personnel necessary for the broadcast transmission of the Programs (including, without limitation, a full-time Station Manager) and will be responsible for the salaries, taxes, insurance and related costs for all the Stations' personnel used in the broadcast transmission of the Programs. Whenever on the Stations' premises, all personnel shall be subject to the supervision and the direction of Licensees' Station Manager. Broker shall reimburse Licensee for the salary, taxes, insurance and related costs for the Licensees' Station Manager(s), all telephone calls associated with program production and listener responses, for all fees to ASCAP, BMI and SESAC, 5 and for any other copyright fees attributable to its programming broadcast on the Stations. 9. Treatment of Licensees' Revenues. Broker shall retain all Licensees' revenues received on the Effective Date and during the term of this Agreement and shall reimburse Licensee for all expenses related to the operation of the Stations, including but not limited to insurance premiums, real estates taxes, maintenance and repair of real and personal property of Licensee ("Accounts Payable"), except for principal payments due on the Mortgage to Fleet. Licensees shall cooperate with Broker in order to ensure Broker receives all such revenues, including executing all assignments and other instruments necessary to insure such receipt. To the extent Accounts Payable exceed accounts receivable from the sale of advertising time on the Stations as of the date of this Agreement, Licensee shall pay Broker the difference between such amounts within fifteen (15) days. 10. Control of Station. Notwithstanding anything to the contrary in this Agreement, Licensees shall have full authority and power over the operations of the Stations during the period of this Agreement Licensees shall provide and pay for the Manager(s) of the Stations, who shall report and be accountable solely to Licensees and who shall direct the day-to-day operation of the Stations. Licensees shall retain control, said control to be reasonably exercised, over the policies, programming and operations of the Stations, including, without limitation, the right to decide whether to accept or reject any programming or advertisements, the right to preempt any Programs in order to broadcast a program deemed by Licensees to be of greater national, regional or local interest, and the right to take any other actions necessary for 6 compliance with the laws of the United States, the State of New Jersey, the rules, regulations and policies of the FCC, and the rules, regulations and policies of other federal governmental authorities, including the Federal Trade Commission and the Department of Justice. Licensees and Broker shall cooperate with one another in meeting all of the FCC's requirements with respect to public service programming, for maintaining the political and public inspection files of each of the Stations' logs and for the preparation of issues/Programs lists. Broker shall, upon request by Licensees, provide Licensees with information with respect to such of the Programs which are responsive to public needs and interest so as to assist Licensees in the preparation of required programming reports and will provide, upon request, other information to enable Licensees to prepare other records, reports and logs required by the FCC or other local, state or federal governmental agencies. 11. Special Events. Licensees reserve the right, to preempt any of the broadcasts of the Programs referred to herein and to use part or all of the time contracted for herein by Broker to broadcast special events of importance. In all such cases, Licensees will use their best efforts to give Broker reasonable notice of their 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. In addition, Licensees shall be responsible for insuring that each of the Stations' identification announcements are broadcast in accordance with FCC requirements, and Broker shall cooperate with Licensees to facilitate such broadcasts. 12. 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 7 or in part, for broadcasting due to acts of God, strikes, or threats thereof, force majeure, or due to causes beyond the control of Licensees, shall not constitute a breach of this Agreement, and Licensees will not be liable to Broker. 13. Right to Use the Programs. The right to use the Programs produced by Broker and to authorize their use in any manner and in any media whatsoever shall be and remain vested in Broker. 14. Payola. Broker agrees that neither it nor any of its employees or agents will 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 them and merchants or advertisers, unless, to the extent required by the FCC, the payer is identified in the program as having paid for or furnished such consideration. Broker agrees annually, or more frequently upon the request of Licensees, to provide Licensees with Payola Affidavits substantially in the form attached hereto as Attachment IV. 15. Compliance with Law. Broker agrees that, throughout the term of this Agreement, Broker will materially comply with all laws and regulations applicable in the conduct of Licensees' business, and Broker acknowledges that Licensees have not urged, counseled or advised the use of any unfair business practice. 16. Political Advertising. Broker shall cooperate with Licensees as Licensees comply with the political broadcasting requirements of the Federal Communications Act of 1934, as amended (the "Act") and the FCC's rules and policies thereunder. Broker shall supply such information promptly to Licensees as may be 8 necessary to comply with the lowest unit charge requirements of Section 315 of the Act. To the extent that Licensees believe necessary, in Licensees sole discretion, Broker shall release advertising availabilities to Licensees to permit them to comply with its reasonable access provisions of Section 312(a)(7) of the Act, the equal opportunities provision of Section 315 of the Act, and the rules and policies of the FCC thereunder; provided, however, that all revenues realized by Licensees as a result of such a release of advertising time shall promptly be remitted to Broker. In any event, with respect to the Stations, Licensees must oversee and take ultimate responsibility with respect to the provision of equal opportunities, lowest unit charge, and reasonable access to political candidates, and compliance with the political broadcast rules and policies of the FCC. 17. Indemnification; Warranty. Broker will indemnify and hold Licensees, or either of them, harmless against all liability for its material breach of representations, warranties or covenants as well as for libel, slander, illegal competition or trade practice, infringement of trademarks, trade names or program titles, violation of rights of privacy, and infringement of copyrights and proprietary rights resulting from the broadcast of Programs furnished by Broker. Further, Broker warrants that the broadcasting of the Programs will not violate any rights of others, and Broker agrees to hold Licensees harmless from any and all claims, damages, liability, costs and expenses, including reasonable attorneys' fees, arising from the broadcasting of the Programs. Licensees reserve the right to refuse to broadcast any Programs containing matter which is or, in the reasonable opinion of Licensees, may be, or which a third-party claims to be, violative of any right of Licensees or which may constitute a personal 9 attack as the term is and has been defined by the Commission. Broker's obligation to hold Licensees harmless against the liabilities specified above shall survive any termination of this Agreement until the expiration of all applicable statutes of limitation. Reciprocally, Licensees, or either of them, shall indemnify and hold Broker harmless against all liability for their material breach of representations, warranties or covenants as well as for libel, slander, illegal competition or trade practices, infringement or trademarks, trade names or program titles, violations of rights of privacy and infringement of copyrights and proprietary rights resulting from programming furnished by Licensees. Further, Licensees warrant that the broadcasting of the Programs will not violate any rights of others, and Licensees agree to hold Broker harmless for any loss, damage or injury or any kind (including reasonable legal fees and related costs) arising from the broadcast of programming on the Stations furnished by Licensees. Licensees' obligation to' hold Broker harmless against the liabilities specified above shall survive any termination of this Agreement until the expiration of the applicable statute of limitations. 18. Events of Default; Cure Periods and Remedies. 18.1 Events of Default. The following shall, after the expiration of the applicable cure periods, constitute Events of Default under the Agreement: 18.1.1 Non-Payment. Broker's failure to timely pay the consideration provided for in Paragraph 2 hereof; or 18.1.2 Default in Covenants or Adverse Legal Action. The default by either party hereto in the material observance or performance of any material covenant, condition or agreement contained herein or in the Purchase Agreement, or if 10 either party shall (a) make a general assignment for the benefit of creditors, (b) files or has filed against it a petition for bankruptcy, for reorganization or for the appointment of a receiver, trustee or similar creditors' representative for the property or assets of such party under any federal or state insolvency law, which, if filed against such party, has not been dismissed or discharged within sixty (60) days thereof; or 18.1.3 Breach of Representation. If any material representation or warranty herein made by either party hereto or in any certificate or document furnished by either party to the other pursuant to the provisions hereof shall prove to have been false or misleading in any material respect as of the time made or furnished; or 18.1.4 Substitution of Programming. If other than the hours described in Section 5.1(i) hereof, Licensees preempt or substitute other programming for that supplied by Broker during five and one-half (5.5%) percent or more of the total hours of operation of each of the Stations during any calendar month. 18.2 Cure Periods. An Event of Default shall not be deemed to have occurred until twenty-five (25) business days, or fifteen (15) days in the event of a monetary default, after the non-defaulting party has provided the defaulting party with written notice specifying the event or events that, if not cured, would constitute an Event of Default and specifying the actions necessary to cure within such period. This period may be extended for a reasonable period of time if the defaulting party is acting in good faith to cure and such delay is not materially adverse to the other party. 18.3 Termination Upon Default. In the event of the occurrence of an Event of Default pursuant to this Agreement or the Purchase Agreement, the non- 11 defaulting party may terminate this Agreement and/or the Purchase Agreement after any relevant cure period provided herein or therein if that party is not also in material default pursuant to this Agreement or the Purchase Agreement. If Licensees terminate this Agreement because Broker has defaulted in the performance of its obligations under this Agreement or the Purchase Agreement, Licensees 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 Licensees up to the date of termination which have not been paid, less any payments made on behalf of Licensees by Broker and any payment credits, shall immediately become due and payable. 18.4 Liabilities Upon Termination. Broker shall be responsible for all liabilities, debts and obligations of Broker accrued from the purchase of air time and use of transmission facilities, including, without limitation, Broker's accounts payable, barter agreements and unaired advertisements, but not for Licensees' federal, state and local tax liabilities associated with Broker's payments to Licensees as provided herein. With respect to Broker's obligations for consideration in the form of air time, Broker may propose compensation to Licensees for meeting these obligations, but Licensees shall be under no duty to accept such compensation or to perform such obligations. 19. Termination Upon Order of Governmental Authority. The parties intend that this Agreement shall comply with all applicable federal, state and local regulations. In the event that a federal, state or local governmental authority designates a hearing with respect to the continuation or renewal of any licenses, 12 permits or authorizations held by Licensees for the operation of each of the Stations or orders the termination of this Agreement and/or the curtailment in any manner material to the relationship between the parties hereto of the provision of programming by Broker hereunder, Broker, at its option, may seek administrative or judicial appeal of or relief from such order(s) (in which event Licensees shall cooperate with Broker provided that Broker shall be responsible for legal fees incurred in such proceedings) or Broker shall notify Licensees that they will terminate this Agreement in accordance with such order(s). If the FCC designates any renewal application of the Stations for a hearing or commences a hearing to consider revocation of any license or permit for the Stations as a consequence of this Agreement or for any reason other than the fault of Broker, Licensees shall be responsible for expenses they incur as a consequence of the FCC proceeding; provided, however, that Broker shall cooperate and comply with any reasonable request of Licensees to assemble and provide to the FCC information relating to Broker's performance under this Agreement. In the event of termination upon such governmental order(s), Broker shall pay to Licensees any fees due but unpaid as of the date of termination unless prohibited by such order(s) and Licensees shall reasonably cooperate with Broker to the extent permitted to enable Broker to fulfill advertising or other programming contracts then outstanding, in which event Licensees shall receive as compensation for such advertising or programming that which otherwise would have been paid to Broker thereunder. Thereafter, neither party shall have any liability to the other under the Agreement except as may be provided pursuant to Paragraph 16 hereof. 13 20. Representations and Warranties. 20.1 Mutual Representations and Warranties. Licensees and Broker represent that they are legally qualified, empowered and able to enter into this Agreement, and that the execution, delivery and performance hereof shall not constitute a breach or violation of any agreement, contract or undertaking to which any party is subject or by which it is bound. Licensees and Broker warrant, represent, covenant and certify that Licensees maintain, and shall continue to maintain, ultimate control over each of the Stations' facilities during the term of this Agreement, including, without limitation, control over each of the Stations' finances, personnel and programming. Licensees and Broker represent and warrant that they have taken all necessary corporate and other action to make this Agreement legally binding on such party, and that the individuals signing this Agreement on their behalf have been fully authorized and empowered to execute this Agreement. 20.2 Licensees' Representations, Warranties and Covenants. Licensees makes the following further representations, warranties and covenants: 1. Authorizations. Licensees hold and own all licenses and other permits and authorizations necessary for the operation of each of the Stations as presently conducted (including licenses, permits and authorizations issued by the FCC), and such licenses, permits and authorizations will be in full force and effect for the entire term hereof, unimpaired by any acts or omissions of Licensees or of any of their principals, employees, or agents. 2. Litigation. Except as set forth in Schedule 4(g) of the Purchase Agreement, there is not now pending or, to the knowledge of Licensees, or 14 either of them, threatened, any action by the FCC or any other party to revoke, cancel, suspend, refuse to renew or modify adversely, any of the licenses, permits or authorizations necessary to the operation of each of the Stations (other than proceedings of general applicability to the radio broadcast industry). Licensees, or either of them, have no reason to believe that any such license, permit or authorization will not be renewed in its ordinary course. 20.3 Brokers Representations, Warranties and Covenants. The Broker hereby verifies that the arrangement contemplated by this Agreement complies with the ownership limitations set forth in the Telecommunications Act of 1996, as adopted February 8,1996. 21. FCC Compliance. Notwithstanding anything herein contained to the contrary, this Agreement, any related agreements and the parties' performance hereunder and thereunder (i) do not and will not constitute, create, or have the effect of constituting or creating, directly or indirectly, actual or practical ownership of Licensees or any of the Stations by Broker or control, affirmative or negative, direct or indirect, by the Broker over the programming, management, or any other aspect of the operation of the Licensees or any of the Stations, which ownership and control will remain exclusively and at all times in the Licensees; and (ii) do not and will not constitute the transfer, assignment, or disposition in any manner, voluntarily or involuntarily, directly or indirectly, of any license or permit at any time issued by the FCC to the Licensees or the transfer of control of the Licensees within the meaning of Section 310(d) of the Act, without the FCC's necessary prior written consent having been obtained. 15 22. 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. 23. No Waiver; Remedies Cumulative. No failure or delay on the part of Licensees or Broker in exercising any right or power hereunder shall operate as a I 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 Licensees and Broker herein provided are cumulative and are not exclusive of any right or remedies which they may otherwise have. 24. Construction. This Agreement shall be construed in accordance with the laws of the State of New Jersey, 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 FCC and all other governmental bodies or authorities presently or hereafter to be constituted. 25. 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. 26. 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 Licensees for the FCC licenses for the 16 Stations. Licensees and Broker shall not be permitted to assign this Agreement without obtaining the consent of the other party, which consent may be withheld for any reason whatsoever. 27. 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. 28. 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 In accordance with the listing set forth in Attachment V hereto. If mailed, notice shall be deemed given three (3) days after it is mailed. 29. Entire Agreement. This Agreement, which includes the attached Exhibits and Schedules and the Purchase 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. 30. No Partnership or Joint Venture Created. Nothing in this Agreement shall be construed to make Licensees and Broker partners or joint venturers of the other. None of the parties hereto shall have the right to bind the others to transact any business in the other's name or on its behalf, in any form or manner or to make any 17 promises or representations on behalf of the other except as expressly provided for herein. 31. Severability. In the event that any of the provisions contained in this Agreement are held to be invalid, illegal or unenforceable it shall not affect any other provision hereof and this Agreement shall be construed as if such invalid, illegal or unenforceable provisions had not been contained herein. 18 IN WITNESS WHEREOF, the parties hays executed this Agreement as of the date first above written. NORTH SHORE BROADCASTING CORPORATION By: /s/ Roy G. Simmons ------------------------------------- Roy G. Simmons SEASHORE BROADCASTING CORPORATION By: /s/ Roy G. Simmons ------------------------------------- Roy G. Simmons NASSAU BROADCASTING PARTNERS, L.P. By: Nassau Broadcasting Holdings, Inc., Its general partner By: /s/ Louis F. Mercatanti, Jr. ------------------------------------- Louis F. Mercatanti, Jr., President 19 TIME BROKERAGE AGREEMENT ATTACHMENT I Broker will broadcast an adult contemporary entertainment format which may include news as well as promotions (including on-air giveaways) and contests. Programming provided by Broker may include commercial matter, including that in both program or spot announcement forms, as well as entertainment and public service programming. 21 TIME BROKERAGE AGREEMENT ATTACHMENT II INTENTIONALLY BLANK 22 TIME BROKERAGE AGREEMENT ATTACHMENT III Broker agrees to cooperate with Licensees 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. Respectful of Faiths. The subject of religion and references to particular faiths, tenets and customs shall be treated with respect at all times. II. No Denominational Attacks. Programs shall not be used as a medium for attack on any faith, denomination or sect or upon any individual or organization. III. Controversial Issues. Any discussion of controversial issues of public importance shall be reasonably balanced with the presentation of contrasting viewpoints in the course of overall programming; no attacks on the honesty, integrity or like personal qualities of any person or group of persons shall be made during the discussion of controversial issues of public importance; and during the course of political campaigns, Programs are not to be used as a forum for editorializing about individual candidates. If such events occur, Licensees may require that responsive programming be aired. IV. Donation Solicitation. Requests for donations in the form of a specific amount, for example, $1.00 to $5.00, shall not be made if there is any suggestion that such donation will result in miracles, cures or prosperity. However, statements generally requesting donations to support the broadcast or church may be permitted. 23 V. No Ministerial Solicitations. No invitations by a minister or other individual appearing on the program to have listeners come and visit him or her for consultation or the like shall be made if such invitation implies that the listeners will receive consideration, monetary gain or cures for illness. VI. No Vending of Miracles. Any exhortation to listeners to bring money to a church affair or service is prohibited if the exhortation, affair or service contains any suggestion that miracles, cures or prosperity will result. VII. Sale of Religious Artifacts. The offering for sale of religious artifacts or other items for which listeners would send money is prohibited unless such items are readily available in ordinary commerce or are clearly being sold for legitimate fundraising purposes. VIII. No Miracle Solicitation. Any invitations to listeners to meet at places other than the church and/or to attend other than regular services of the church is prohibited if the invitation, meeting or service contains any claim that miracles, cures or prosperity will result. IX. No Claims of Undocumented Miracles. Any claims of miracles or cures not documented in biblical scripture and quoted in context are prohibited; e.g., this prohibits the minister and/or other individual appearing on the program from personally claiming any cures or miracles and also prohibits the presentation of any testimonials regarding such claims, either in person or in writing. 24 X. No Plugola or Payola. The mention of any business activity or "plug" for any commercial, professional or other related endeavor, except where contained in an actual commercial message of a sponsor, is prohibited. XI. No Lotteries. Announcements giving any information about lotteries or games prohibited by federal or state law or regulation are prohibited. XII. No "Dream Books". References to "dream books", the "straight line" or other direct or indirect descriptions or solicitations relative to the "numbers game" or the "policy game" or any other form of gambling are prohibited. XIII. No Numbers Games. References to chapter and verse numbers, paragraph numbers or song numbers which involve three (3) digits should be avoided and, when used, must relate to the overall theme of the program. XIV. Election Procedures. At least ninety (90) days before the start of any primary or regular election campaign, Broker will clear with Licensees' General Manager the rate Broker will charge for the time to be sold to candidates for public office and/or their supporters to make certain that the rate charged conforms to all applicable laws and Station policy. XV. Spot Commercial Limitations. With respect to any given segment of air time hereunder, the amount of spot commercial matter shall not exceed twenty (20) minutes during any sixty (60) minute segment. Broker will provide, for attachment to each of the Stations' logs, a list of all commercial announcements carried during its programming, 25 XVI. Required Announcements. Broker shall broadcast (i) an announcement in a form satisfactory to Licensees at the beginning of each hour to identify Station call letters, (ii) an announcement at the beginning and end of each program and hourly, as appropriate, to indicate that program time has been purchased by Broker; and (iii) any other announcement that may be required by law, regulation or Station policy. XVII. Credit Terms Advertising. Pursuant to rules of the Federal Trade Commission, no advertising of credit terms shall be made over the Station beyond mention of the fact that, if desired, credit terms are available. XVIII. Commercial Recordkeeping. Broker shall not receive any consideration in violation of the FCC's sponsorship identification rule and the anti-payola provisions of the Communications Act. No commercial messages ("plugs") or undue references shall be made in programming presented over each of the Stations to any business venture, profit-making activity, or other interest (other than non-commercial announcements for bona fide. charities, church activities or other public service activities) in which Broker (or anyone else) is directly or indirectly interested without the same having been approved in advance by Licensees' General Managers and such broadcast being announced and logged and sponsored. XIX. No Illegal Announcements. No announcements or promotion prohibited by federal or state law or regulation of any lottery or game shall be made over each of the Stations. Any game, contest or promotion relating to or to be presented over the Stations must be fully stated and explained in advance to Licensees which reserves the right, in its sole discretion, to reject any game, contest or promotion. 26 XX. Programming Prohibitions. Broker shall not knowingly broadcast any of the following Programs or announcements: A. False Claims. False or unwarranted claims for any product or service. B. Unfair Imitation. Infringements of another advertiser's rights through plagiarism or unfair limitation or either program idea or copy, or any other unfair competition. C. Commercial Disparagement. Any disparagement of competitors or competitive goods. D. Profanity. Any Programs or announcements that are slanderous, obscene, profane, vulgar, repulsive or offensive, either in them or treatment. E. Price Disclosure. Any price mentions except as permitted by Licensees' policies current at the time. F. Descriptions of Bodily Functions. Any programming which describes in a repellent manner internal bodily functions or symptomatic results or internal disturbances. G. Unauthenticated Testimonials. Any testimonials which cannot be authenticated. H. Conflict Advertising. Any advertising matter or announcement which may, in the opinion of Licensees, be injurious or prejudicial to the interests of the public, each of the Stations, or honest advertising and reputable business in general. 27 Licensees, may waive any of the foregoing regulations in specific instances if, in its reasonable opinion, good broadcasting in the public interest will be served thereby. In any case where questions of policy or Interpretation arise, Broker shall submit the same to Licensees for decision before making any commitments in connection therewith. 28 TIME BROKERAGE AGREEMENT ATTACHMENT IV County of State of New Jersey ANTI-PAYOLA PLUGOLA AFFIDAVIT Louis F. Mercatanti, Jr., being first duly sworn, deposes and says as follows: 1. He is the President of the General Partner for Nassau Broadcasting Partners, L.P. ("Broker'). 2. He has acted in the above capacity since (date). 3. No matter has been provided for broadcast by Stations WOBM (AM) and WOBM (FM) (hereinafter collectively referred to as the "Stations"), 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 provided for broadcast by the Stations for which service, money or other valuable consideration has been directly or indirectly paid, or promised to, or charged, or accepted by the Stations by the Broker, or by any independent contractor engaged by the Broker in furnishing Programs, from any person, which matter at the time so broadcast has not been announced or otherwise indicated as paid for or furnished by such person. 29 5. In the future, he will not pay, promise to pay, request or receive any money or any other valuable consideration, direct or indirect, from a third-party in exchange for the influencing of, or the attempt to influence, the preparation or presentation of broadcast matter on the Stations. 6. Except as may be reflected in Paragraph 7 hereof, neither he, his spouse nor any member of his immediate family, has any present, direct or indirect, ownership interest In any entity engaged in the following business or activities (other than an investment in a corporation whose stock is publicly held), serves as an officer or director of, whether with or without compensation, or serves as an employee of, any entity engaged in the following business or activities: a. the publishing of music; b. the production, distribution (including wholesale and retail sales outlets), manufacture or exploitation of music, films, tapes, recordings or electrical transcriptions of any program material intended for radio broadcast use; c. the exploitation, promotion or management of persons rendering artistic, production and/or other services in the entertainment field; d. the ownership or operation of one or more radio or television stations; e. the wholesale or retail sale of records intended for public purchase; and f. the sale of advertising time other than on the Stations or any other station owned by the Broker. 30 7. A full disclosure of any such interest referred to in Paragraph 6 above is as follows: ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________ Affiant Subscribed and sworn to before me this ___ day of ___________ , 1996 ________________________________ Notary Public My commission expires:________ 31 TIME BROKERAGE AGREEMENT ATTACHMENT V If the notice is to Licensees, to it at: North Shore Broadcasting Corporation Seashore Broadcasting Corporation P.O. Box 927 Toms River, New Jersey 08754 Attention: Joseph E. Buckelew with a copy to: Bathgate, Wegner & Wolf A Professional Corporation One Airport Road P.O. Box 2043 Lakewood, New Jersey 08701 Attention: Lawrence E. Bathgate, Esq. If the notice is to Broker: Nassau Broadcasting Partners, L.P. 600 Alexander Road Princeton, New Jersey 08540 Attention: Louis F. Mercatanti, Jr. with a copy to: Sterns & Weinroth A Professional Corporation 50 West State Street, Suite 1400 P.O. Box 1298 Trenton, New Jersey ###-###-#### Attention: Mark D. Schorr 32