Time Brokerage Agreement

This Time Brokerage Agreement (this "Agreement") is entered into by and between SBT COMMUNICATIONS STATUTORY TRUST, a Connecticut statutory trust ("Licensee") and SUNBURST DALLAS, LP, a Delaware limited partnership ("Broker") as of the 22nd day of September, 1999.


W I T N E S S E T H:


WHEREAS, Licensee has available broadcasting time and is engaged in the business of radio broadcasting on radio station KLTY(FM), operating on 94.1 MHZ, licensed to Fort Worth, Texas (the "Station"); and


WHEREAS, Broker desires to avail itself of Station's broadcast time for the presentation of programming service, including the sale of advertising time; and


WHEREAS, Licensee is the holder of all licenses issued by the Federal Communications Commission (the "Commission") used in the operation of the Station;


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 programs.


2. TERM OF AGREEMENT. This Agreement shall commence at 12:01 a.m., Dallas, Texas time, on the date hereof (the "Effective Date"), and, subject to the terms and conditions of this Agreement, shall continue until the earlier of (i) December 31, 1999 and (ii) the seventh day after Broker advises Licensee in writing that it elects to terminate this Agreement.


3. PAYMENTS.


3.1 AMOUNT OF PAYMENTS. Broker hereby agrees to pay Licensee for the broadcast of the programs hereunder the "Monthly Sum," which shall mean that amount determined for the month in question that is the product of multiplying (a) the actual number of days in that month that fall during the term of this Agreement (as provided in Section 2 hereof) times (b) the Applicable Daily Rate (herein so called) for the particular month in question, as follows:


APPLICABLE PERIOD APPLICABLE DAILY RATE
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September 22, 1999 $ 0.00
From September 23, through September 30, 1999 $12,947
October 1, 1999 through October 31, 1999 $13,837
November 1, 1999 through November 30, 1999 $14,728
December 1, 1999 through December 31, 1999 $15,618


3.2 MANNER OF PAYMENTS. Monthly payments shall be due and payable in full in advance on the first business day of each month during the term hereof with the first payment hereunder paid upon the execution of this Agreement and shall be prorated for partial months. 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 other in accordance with Section 10 or 11 below, or if for any reason Licensee is unable to broadcast such programming through no fault of Broker, or if this Agreement is terminated for any reason (other than a breach of this Agreement by Broker) prior to the end of a month, then Broker shall receive a payment credit to be determined by multiplying (i) the Monthly Sum by (ii) the ratio of the amount of time not aired to the total number of broadcast hours allotted to Broker each month pursuant to Section 5.1 below. To the extent the payment credit is not used by the end of the term as described in Section 2, Licensee shall pay the amount thereof to Broker within ten (10) days following the end of the term.


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 with the requirements and regulations of the Commission. All programs shall be prepared and presented in conformity with the regulations of the Commission. All advertising spots and promotional material or announcements shall comply with all applicable federal, state and local regulations and policies and shall be produced in accordance with quality standards established by Licensee.


5. STATION FACILITIES.


5.1 OPERATION OF STATION. Throughout the term of this Agreement, Licensee shall make the Station available to the Broker for operation with the authorized facilities 24 hours a day, seven days a week, except for (i) at least one hour each week on Sunday morning between the hours of 7:00 a.m. and 11:00 a.m. during which Licensee will be responsible for public affairs programming dealing with issues affecting the Station's service area or at such other time as requested by Broker and agreeable to Licensee and (ii) downtime occasioned by routine maintenance not to exceed two hours each Sunday morning between the hours of 1:00 a.m. and 5:00 a.m. Any maintenance work affecting the operation of the Station at full power shall be scheduled upon at least 48 hours' prior notice with the agreement of the Broker, such agreement not to be unreasonably withheld. 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 needs and interests of the community; and to determine that the programs presented are responsive to such 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. Broker also agrees that all such programming as presented by Broker will be in full compliance with all such applicable rules and regulations. 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 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.


5.2 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, Licensee shall immediately notify Broker, and shall undertake (or authorize Broker to undertake on Licensee behalf and at Licensee's expense) such repairs as necessary to restore the full-time operation of the Station with its authorized facilities as soon as practicable.


5.3 STUDIO LOCATION. Licensee shall maintain a main studio capable of providing a broadcast quality signal to the Station's transmission facility, such main studio to be located in compliance with applicable Commission regulations.


5.4 TRANSMISSION FACILITY. Licensee shall operate the Station's transmission facility in accordance with the authorizations issued to Licensee by the Commission.


6. HANDLING OF MAIL. Except as required to comply with Commission rules and policies, including those regarding the maintenance of the public inspection file (which shall at all times remain the responsibility of Licensee), Licensee shall not be required to receive or handle mail, cables, telegraph or telephone calls in connection with programs broadcast hereunder unless Licensee at the request of Broker has agreed in writing to do so.


7. PROGRAMMING AND OPERATIONS STANDARDS. Broker understands that broadcast program content must comply with certain proscriptions including but not limited to those governing the broadcast of obscenity and indecency; presentation of contests; lottery information; credit terms; broadcast of telephone conversations; and political equal access and covenants that any such programming supplied by Broker will be in full compliance with such restrictions. In addition, Broker will immediately notify Licensee of any violation of any such restriction that takes place and agrees to hold Licensee harmless for any damages, fines or other liability or loss that


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might result from any such broadcast program. Broker further agrees to cooperate fully with Licensee in the compliance with the Commission's applicable rules and regulations that govern sale and placement of political advertising.


8. RESPONSIBILITY FOR EMPLOYEES AND EXPENSES.


8.1 EMPLOYEES. Broker shall employ and be responsible for the salaries, taxes, insurance and related costs for all personnel used in the production and transmission of its programming (including without limitation salespeople, traffic personnel, board operators and programming staff). Broker agrees to abide by any and all legal provisions relating to its own employees, including any equal employment policies contained in Title VII of the CIVIL RIGHTS ACT OF 1964 or in any other applicable federal, state or local statute or regulation and any rule or policy applied or enforced by the Equal Employment Opportunity Commission or by the Commission, as applicable. Licensee will provide and be responsible for the Station personnel specified in Section 10 hereof. All personnel shall be subject to the overall supervision of Licensee consistent with the Broker's right to the use of ...