Application Form [pdf]

This document pretains to 325-NEW-20030303-00001 for New Application on a Permit to Foreign Broadcast filing.

IBFS_325NEW2003030300001_646058

                                                                                                                             vsuad1403041 0V 1
READ INSTRUCTIONS C
BEFORE PROCEEDING           Recgived & Inspected                          DERALWMO%&MIS%ON                                       .
                                                                                                                                                                                 Approved by OMB
                                                                                                                                                                                        3060—0589




                                                                     Om
                                                                                                                                                                                Page _1 or_
                                   MAR 1 1 2008
 (1) LOCKBOX #
                                                                                       FEB 2 6 7008
                             FCC Mail Roon!                                  Gov‘t. LBX Operations                                      reeuseonly
 979093
                                                                      SECTION A — PAYER INFORMATION
 (2) PAYER NAME (if paying by credit card enter name exactly as it appears on the card)            (3) TOTAL AMOUNT PAID (U.. Dollars and cents)
 Garvey Schubert Barer                                                                                                                                                           $90.00
 (4) STREET ADDRESS LINE NO, 1

 1000         Potomac Street,                          N.W.
 ($) STREET ADDRESS LINE NO. 2
 Fifth Floor,                      Flour Mill Building
 (6) CitY                                                                                                                  (7) STATE          (8) ZIP CODE

Washington                                                                                                                  DC                20007
 (9) DAYTIME TELEPHONE NUMBER (Include area code)                                                (10) COUNTRY CODE (if not n U.SA)
 (202) 965—7880                                                                                     '
                                                                   FCC REGISTRATION NUMBER (FRN) REQUIRED
(11) PAYER (FRN)                                                                                 (12) rCG USE ONIY
 0004988564
                                 IF MORE THAN ONE APPLICANT, USE CONTINUATION SHEETS (FORM159—C)
                    COMPLETE SECTION BELOW FOR EACK SERVICE, IF MORE BOXES ARE NEEDED, USE CONTINUATION SHEET
(13) APPLICANT NAME           .
Broadcast Company of the Americas, LLC
(14) STREET ADDRESS LINE NO. 1
 3655 Nobel Drive
(15) STREET ADDRESS LINE NO. 2
 Suite 470
(16) CITY                                                                                                                  (17) STATE        (18) ZIP CODE

 San Diego                                                                                                          CA                92122
(19) DAYTIME TELEPHONE NUMBER (include area code)                                                (20) COUNTRY CODE (if not in U.S.A.)
 §58—535—2500
                                                                   FCC REGISTRATION NUMBER (FRN) REQUIRED
(21) APPLICANT (FRN)                                                                             (22) FCC USE ONLY
0008—5274—18
                                COMPLETE SECTION C FOR EACH SERVICE, IF MORE BOXES ARE NEEDED, USE CONTINUATION SHEET
(GAYCALL SIGNIOTHER ID                                   (24A)PAYMENT TYPE CoDE                                                @SA)quantTy
XEPRS (AM)                                               MBR                                                                                                                            1
(26A)FEE DUE FOR (PTQ)                                   (278) ToTAL FEE                                      Fec UsE onty                                            —
                                       $90.00 |.                                                       $90 .00 m lc
(28A)FCC copEI                                                                              @oA)FCc copk 2

(23b) CALL SIGN/OTHER ID                                 (24B) PAYMENT TYPE CODE                                               (259) QuaNTIty

(26B)FEE DUE FoR (PTG)                                   (278) TOTAL FEE                                                      ~FCG USE ONLY:       —

(2sB)FCC copE 1                                                                             (29B)FCC copE 2

                                                                              SECTION D — CERTIFICATION
CERTIFICATION STATEMENT
1                                                                             , certify under penalty of perjury that the foregoing and supporting information is trie and correct to
the best of my knowledge, information and belief.

SIGNATURE                                                                                                              DATE
                                                               SECTION B — CREDTT CARD PAYMENT INFORMATION

                                              MASTERCARD                      VISA                 AMEX                  DISCOVER

ACCOUNT NUMBER                                                                                            EXPIRATION DATE

I hereby auttacrize the FCC to charge my credit card for the service(s) authorization herein described.

SIGNATURE ._                                                                                                           DATE
                                                        SEB PUBLIC BURDEN ON REVERSE                                        FCC FORM 159                FEBRUARY 2003 (REVISED)


FOR COMMISSION USE ONLY

File No.

                                                  United States of America
                                            Federal Communications Commission
                                                      Washington, D.C. 20554

                 APPLICATION FOR PERMIT TO DELIVER PROGRAMS TO FOREIGN BROADCAST STATIONS
                      (Carefully read instructions before filling out Form — RETURN ONLY FORM TO FCC)

1.   Name of applicant          Street Address or P.O. Box          City          State    Zip Code      Telephone No.

Broadcast Company of the Americas, LLC, 3655 Nobel Drive, Suite 470, San Diego, CA 92122 (858) 673—9049


2.   Name and address to whom communication should be sentif different from item 1.
     Name                       Street Address or P.O. Box          City          State   Zip Code       Telephone No.

John M. Pelkey, Garvey Schubert Barer, 5t Floor, 1000 Potomac Street, NW, Washington, DC 20007, 202—965—7880



3.    Legal identity of applicant: (only check one box)
(_) Individual              ( ) Partnership            (_ ) Corporation        (_) Government Entity              ( X)Other
if Other specify:
                    Limited liability company
4.   Application is for:
           (X)      New Authorization
           ( )      Extension of Existing Authority                        ~


5.   If applicant is an individual, is applicant a citizen of the United States? DNA                   ( ) Yes           ( ) No

6.   if applicant is a partnership, are all partners citizens of the United States? DNA                ( ) Yes           ( ) No

7.   If Applicant is a corporation: DNA — See Exhibit I.            M                                  ( ) Yes           ( ) No

     a. Under laws of what state was it organized?

     b. Is more than one—fifth of the capital stock of the corporation owned of record or may it be voted by aliens or their
     representatives or by a foreign government or representative thereof, or by any corporation organized under the laws
     of a foreign country?                                                                            ( ) Yes         ( ) No

     c. Is any officer or director of the corporation an alien?                                        ( ) Yes           ( ) No

If the answer is yes, give the following for each:

           Name                                       Nationality                                      Position




                                                                                                                              FCC 308
                                                                                                                          July 1988


    Is applicant directly or indirectly controlled by any other corporation?                      ( ) Yes( ) No

    If the answer is Yes, give the following for the controlling corporation.

    Name                                         Address                          State in which organized




    Is more than one—fourth of the capital stock of the controlling corporation either owned or record; or may it be
    voted by aliens, their representatives, or by a foreign government or representative thereof, or by any corporation
    organized under the laws of a foreign country?                                               ( ) Yes          ( ) No

    Is any officer or more than one—fourth of the directors of the corporation an alien?          (   ) Yes        { ) No

    Name                                         Nationality                      Position        Number of Directors




    Is the above—described controlling corporation in turn a subsidiary?                          ( ) Yés          { ) No
o




    If the answer is Yes, attach as Exhibit No. | additional information answering the holding company questlonsin .
    this paragraph for each company, to and including the organization having ultimate control.


     If the applicant is an unincorporated association, give the following:     DNA

    Total number of members                      Number of Alien members (if any)




    State the following for alien officers or directors (if any):

     Name                                        Nationality                                      Position




                                                                                                              FCC 308(Page 2)
                                                                                                                    July 1988


        Whatis applicant‘s principal business? Production of programming, prémotion and sales of advertising time.


        Does applicant or any party to this application have any interest in, or connection with, any AM, FM, or TV
        broadcast station (either domestic or foreign), or any application pending before the commission?
                                                                                                      (X) Yes          ( ) No .

        if the answeris Yes, attach Exhibit No. II giving full particulars.


10. is applicant a representative of an alien or of a foreign government?       ©                     ( ) Yes          (X) No

        If the answer is Yes, explain.


11.     Has any radio station authorization préviously issued to the applicant or party to this application been revoked,
        either by the Commission or by any Court?                                                    ( ) Yes         (X) No

        Has any previous application by the applicant or party to this application been denied by the Commission or by a
        predecessor agency?                                                                        ( ) Yes        { X) No
        Applicant has had two Section 325 applications dismissed because they had become moot. See 325—STA—
        20050701—00016 and 325—NEW—20050426—00011.

        If the answer to (a) and/or (b) is Yes, explain:

12.     Has applicant or any party to this application been found guilty by any court of any felony?( ) Yes            (X)No

        Has applicant or any party to this application been finally adjudged guilty by a federal court of—the violation of the
        laws of the United States relating to unlawful monopoly, restraint of trade, and/or unfair methods of competition?
                                                                                                     ( ) Yes            ( X) No

        If the answer to (a) and/or (b) is Yes, explain.




                                                                                                                  FCC 308(Page 3)
                                                                                                                        July 1988


13. Address of studio or other place at which programs will originate.
3655 Nobel Drive, Suite 470, San Diego, CA

14. State ownership of originating facilities.
The studio equipment will be owned by the applicant. The building space being used for the studios is being leased from a
        commerciat landlord.

15. Describe the means (wireline, radio link, or other method) whereby programs will be delivered to foreign station(s),
        including names of any interconnecting common carriers.
Applicant will use a satellite link provided by National Public Radio to deliver the programming to XEPRS(AM).

16. Give the location, type, and authorized powerof foreign station(s) to which programs will be delivered, and identify the
        licensee or operating agency of such station(s).
 See Exhibit III

17. Attach as Exhibit No. V a full explanation of the legal relationship between the applicant and foreign station(s)
        involved, including a copy of contract (if any) with foreign station(s).

18. (a) Aftach as Exhibit No. VI a statement as to whether program deliveries are to be intermittent or regularly
        scheduled, and the average number of hours per day, week and/or month during which the foreign station(s)
        involved will broadcast such programs.

    (b) Attach as Exhibit No. VI a detailed description of the nature and character of the programming proposed and the
        language to be employed.


                                                      CERTIFICATION
    The APPLICANT acknowledges that all statements contained in this application and attached exhibits are material
representations, and that the exhibits forming a part of this application are incorporated herein as if set out in full in the
application. The undersigned certifies that the statements contained in this application are true, complete, and correct to the
best of his/her knowledge and belief and are made in good faith.

    Signed and dated this£7/ day of f//& __, 2008

    Broadcast Company of the Americas, LLC                                   By:
                                                                                    (Signature)
                                                                                    President

 WILLFUL FALSE STATEMENTS MADE ON THIS FORM
  ARE PUNISHABLE BY FINE AND IMPRISONMENT.
       U.S., CODE, TITLE 18, SECTION 1001.

EXHIB!TS furnished as required by this form:

Exhibit No.    Para. No. of Form    Name of officer or employee (1) by whom or (2) under whose            Official Title
                                    direction exhibit was prepare (show which)
     I         7                    John T. Lynch                                                         President
     1         9(b)                 John T. Lynch                                                         President
    i          16                   John T. Lynch                                                         President
    IV
    V          17                   John T. Lynch                                                         President
    VI         18                   John T. Lynch                                                         President




                                                                                                                  FCC 308(Page 4)
                                                                                                                        July 1988


                   Application for Permit to Deliver Programs to Foreign Broadcast Stations
                                                  Broadcast Company of the Americas, LLC
                                                                              XEPRS(AM)
                                                                                 Exhibit I

                                  Structure of the Applicant

      The applicant, which currently holds a Section 325 authorization to provide
programming to XEPRS(AM), is a limited liability company organized under the laws of
the State of California. The applicant seeks Section 325(c) authority for Broadcast
Company of the Americas, LLC, consisting of four members: John T. Lynch; John
Lynch, Jr; JMI Services, Inc., and The Viejas Band of Kumeyaay Indians.

        Both John T. Lynch and John Lynch, Jr., are US citizens.

       JMI Services, Inc., is a California corporation. Its sole principal is John Moores, a
US citizen.

        The Viejas Band is one of the twelve bands of the Kumeyaay Indian Nation and
maintains its reservation east of Alpine, California, in San Diego County. The Viejas
Band is governed by a tribal council consisting of Bobby L. Barrett, Chairman; Raymond
J. Cuero Hyde, Vice Chairman; Diana L. Aguilar, Secretary; John A, Christman,
Treasurer, and council members Virginia M. Christman, Alan L. Barrett, and Greybuck
S. Espinoza. The Viejas Band is a federally—recognized sovereign Indian tribe.




DC_DOCS:673081.1


                   Application for Permit to Deliver Programs to Foreign Broadcast Stations
                                                  Broadcast Company of the Americas, LLC
                                                                                XEPRS(AM)
                                                                                    Exhibit II


                                      Broadcast Interests

        Broadcast Company of the Americas, LLC, holds authorizations under Section
325 of the Communications Act to provide programming to XEPRS(AM) (325—NEW—
20030303—00001) and XHBCE—FM (325—NEW—20050425—00010). There is also pending
before the Commission an application for Section 325 authority to provide programming
to XEKTT(AM) (325—NEW—20050426—00012).

      John T. Lynch holds an attributable interest in Armada Media Corporation.
Through its subsidiaries, Armada Media Corporation owns the radio broadcaststations
set forth in the attachment to this Exhibit II. All of those stations are geographically
distant from the station that is the subject of the instant application.

       Other than as set forth above, the applicant and its principals hold no interests in
any broadcast station or pending application.




DC_DOCS:673081.1


                                                                    Attachment to Exhibit II

                       Broadcast Holdings of Armada Media Corporation

        Through its subsidiaries, Armada Media Corporation holds interests in the
following broadcast stations:

Armada Media —Aberdeen, Inc.

                   KSDN(AM), Aberdeen, SD (Fac. ID. No. 25120)
                   KSDN—FM, Aberdeen, SD (Fac. ID. No. 25118)
                   KGIM(AM), Aberdeen, SD (Fac. ID. No. 1172)
                   KGIM—FM, Redfield, SD (Fac. ID. No. 70081)
                   KNBZ(FM), Redfield, SD (Fac. ID. No. §4240)
                   KBFO(FM) Aberdeen, SD (Fac. ID. No. 9670).

Armada Media — Menominee. Inc.

                   WMAM(AM), Marinette, WI (Fac. ID. No. 40149)
                   WLST(FM), Marinette, WI (Fac. ID. No. 47935)
                   WAGN(AM), Menominee, MI (Fac. ID. No. 24584)
                   WHYB(FM), Menominee, MI (Fac. ID. No. 11609)
                   WSFQ(FM), Peshtigo, WI (Fac. ID. No. 30467)

Armada Media — McCook, Inc.

                   KICX—FM, McCook, NE (Fac. ID. No. 57517)
                   KRKU(FM), McCook, NE (Fac. ID. No. 86863)
                   KFNF(EM), Oberlin, KS (Fac. ID, No. 37132)
                   BNPH—20060310AAY, McCook, NE (Fac. ID. No. 166033)
                   KBRL(AM) McCook, NE (Fac. ID. No. 57516)
                   KADL(FM), Imperial, NE (Fac. ID. No. 88537)
                   KSTH(FM), Holyoke, CO (Fac. ID. No. 85760)
                   KJBL(FM), Julesburg, CO (Fac. ID. No. 84864)

On September 6, 2007, Armada Media — McCook, Inc., filed with the Commission an
application, under lead File No. BALH—20070906AEC, seeking the Commission‘s
consent to the assignment of the FCC licenses associated with the following stations from
NRG License Sub, LLC, to Armada Media — McCook, Inc.:

                   KXNP(FM), North Platte, NE (Fac. ID. No. 9934)
                   KODY(AM), North Platte, NE(Fac. ID. No. 9931)
                   KMTY(FM), Holdrege, NE(Fac. ID. No. 27174)
                   KUVR(AM), Holdrege, NE(Fac. ID. No. 27178)



DC_DOCS:673081.1


That assignment application has been granted. As of the date offiling of the instant
application, the assignment of the licenses for KXNP(FM), KODY(AM), KMTY(FM)
and KUVR(AM) from NRG License Sub, LLC, has not yet been consummated.

Armada Media— Watertown, Inc.

                   KMSD(AM), Milbank, SD (Fac. ID. No. 63599)
                   KDIO(AM), Ortonville, MN (Fac. ID. No. 67770)
                   KPHR(FM), Ortonville, MN (Fac. ID. No. 67753)
                   KBWS—FM, Sisseton, SD (Fac. ID. No. 36355)

Armada Media — Garden City, LLC

      On August 30, 2007, Armada Media — Garden City, Inc., filed with the
Commission applications, under lead File Nos. BAL—20070830ACE and BALH—
20070830ACD, seeking the Commission‘s consent to the assignment of the FCC licenses
associated with the following stations from KBUF Partnership and Western Kansas
Wireless, Inc., to Armada Media — Garden City, Inc.:

                   KBUF(AM), Holcomb, KS (Fac. ID. No. 33689)
                   KKJQ(FM), Garden City, KS (Fac. ID. No. 33690)
                   KSKZ(FM), Copeland, KS (Fac. ID. No. 60873)
                   KULY(AM), Ulysses, KS (Fac. ID. No. 198)
                   KFXX—FM, Hugoton, KS (Fac. ID. No. 199)
                   KWEKR(FM), Leoti, KS (Fac. ID. No. 67042)
                   KSSA(FM), Ingalls, KS (Fac. ID. No. 77873)
                   KSKL(FM), Scott City, KS (Fac. ID. No. 71853)

Those applications have been granted. As of the date of filing of the instant application,
the assignment of the licenses for these eight stations from KBUF Partnership and
Western Kansas Wireless, Inc., has not yet been consummated.


Currently pending before the Commission are applications seeking Commission consent
to the transfer of control of Armada Media Corporation. The transfer would arise as the
result ofthe acquisition of interests in Armada Media Corporation by parties other than
John T. Lynch. Applications have been filed with respect to each of the above Armada
stations. See BTC — 20071221ADR. Also pending before the Commission is an
application wherein Armada Media — McCook, Inc., seeks the Commission‘s consent to a
minor modification of the facilities of KRKU(FM), Maxwell, NE. See BMPH—
20071203CIM.




DC_DOCS:673081.1


                    Application for Permit to Deliver Programs to Foreign Broadcast Stations
                                                   Broadcast Company of the Americas, LLC
                                                                               XEPRS(AM)
                                                                                 Exhibit III

                   Foreign Station(s) to which Programming will be Delivered

        The programming will be delivered to XEPRS(AM).

        XEPRS(AM), Rosarito, B.C., holds authority from the Mexican government to
—operate on 1090 kHz at 50 kW non—directionally during the day and at 50 kW with a
three tower directional array at night. The holder of the concession for XEPRS(AM)is
Interamericana de Radio, S.A. de C.V.




DC_DOCS:673081.1


                    Application for Permit to Deliver Programs to Foreign Broadcast Stations
                                                  Broadcast Company of the Americas, LLC
                                                                             XEPRS(AM)
                                                                                Exhibit V

                   Relationship Between the Applicant and the Foreign Station

       By the instant application, the applicant is seeking authority to continue delivering
programming to XEPRS(AM). The applicant has entered into an agreement with the
concession holder of XEPRS(AM) whereby the applicant provides programming to, and
sells commercial time on, the station. A copy of that agreement (from which the financial
terms have been redacted) is attached hereto. The XEPRS(AM) concession holder holds
no interest in the applicant.




BC_DOCS:673081.1


                                              INTERAMERICANA DE RADIO S.A. de C.V.
                                          BLVD, AGUA CAUENTE 10535 HESE 505 CONDOMINIO GALLECC, FRACC. CHAPULTEPEC
                           —         ._   Emall: xepre@tsinornet *TEL.: 860—52—28 FAX: 666—11—95 TLIVANA, B.C., MEXICO. C.8, 22420
1080 KHZ, 50,000WatTs            L                                 RO. BOX 6413 CHULAVISTA CA oto12

       EXCLUSIVE PROMOTIONAL, PROGRAMMING AND SALES AGREEMENT

         THIS EXCLUSIVE PROMOTIONAL, PROGRAMMING AND SALES
    AGREEMENT IS MADE AS OF FEBRUARY 26 2003 BETWEEN
    INTERAMERICANA DE RADIO, S.A. DE C.V., REPRESENTED HEREIN BY
    MR. BERNARDO BICHARA KAWAS (HEREINAFTER, "CONCESSION
    HOLDER"} AND BROADCGAST e7mmon OF THE AMERICAS,
    REPRESENTED HEREIN BY MR./JOHN LYNCH (HEREINAFTER, "THE
    CLIENT®).                                      @W/M ;71/

                                RECITALS and REPRESENTATIONS


    I.—   "CONCESSION HOLDER® DECLARES AND REPRESENTS THROUGH
    ITS REPRESENTATIVE THAT:

             a)         It is a commercial corporation duly organized in accordance with
                        the laws of Mexico, as evidenced by Public Instrument Number
                        3043, dated September 7, 1989, granted before Mr. Carlos
                        Rousseau Garza, Notary Public Number 74 in Ciudad Guadalupe,
                        Nuevo Ledn, and filed in the Public Registry of Property and
                        Commerce of Tijuana, Baja Califomia under number 21851 on
                        January 19, 1990.

             b}         It is registered with the Federal Taxpayer Registry (Registro
                        Federal de Contribuyentes) under number IRA—441106—Q@74 and
                        domiciled at Bivd. Agua Caliente No. 10535—505, Tijuana, Baja
                        California, México 22420.

             c)         Jt is the holder of a concession and certain authorizations
                        (collectively, the "Permit‘) issued by the Mexican Secretaria
                        Communicaciones y Transports (°SCT"), in accordance with
                        applicable treaties between the Government of the United States of
                        America and the Government of the United Mexican States, for the
                        operation of radio station XEPRS. Its primary corporate purpose is
                        the commercial sale of advertising airtime for radio station XEPRS
                        which fransmits during day and night on frequency 1090 Khz, with
                        50,000 walt power, as well as the sale of alrtime for the                                         ’/g7
                        transmission of advertising campaigns for products and/or services,
                        strictly in accordance with Articles 41 and 42, Section 11 of the
                        Regulations relating to the Federal Radio and Television Law and
                        any other laws and regulations applicable to the radic industry.

            d)          it wishes to enter Into .this agreement for the sale of airtime so that
                        BROADCAST CORPORATION OF THE AMERICAS may provide


                                      .       INTERAMERICANA DE RADIO S.A. de C.V.
“ E Pn s                         ‘         BLVD. AGUA CALIENTE 10535 DESR so5 CONDomiNiO caL(EGO, FRACC. CHapuiTerse
                                           Exmslt xepra@lelnornat*® TEL : 686—62.28_FAX: 606—11—96 TLVANA, B.C., MEXIGO. C.P 22420
 1050 KHZ. 60,000 WATTS                                            £.0. BOX 6413 CHULA VISTA, CA. 1912


                          promotional, programming and advertising services utilizing, on a
                          temporary basis, the total transmission time of radio station
                          XEPRS, subject to the conditions and limitations set forth hereafter.

               e})        The above—named representative has sufficient power and authority
                          in accordance with applicable law to enter into this agreement on
                          behalf of "CONCESSION HOLDER®, which authority has not been
                          amended or revoked as of the date hereof.


     I.—  ‘THE CLIENT" DECLARES AND REPRESENTS THROUGH ITS
     REPRESENTATIVE THAT:
               a)         It is a corporation duly organized in accordance with the laws of the
                          United States of America.

               b)         Its address is located at 10145 Pacific Heights Bivd., Suite 810,
                          San Diego, California.

              c)          It possesses, or will possess on the day on which such
                          Programming, as that term is defined below, is afred over XEPRS,
                          all requisite copyrights, trademarks, patents or other intellectual
                          property rights legally required for the production by it of the
                          Programming and that, in accordance with the terms, conditions
                          and limitations set forth in this Agreement, it shall transmit such
                          Programming over the facilities of XEPRS in strict compliance with
                          any applicable law.


     {Kt.—    BOTH PARTIES DECLARE:

              That they wish to enter into this agreement for the purpose of allowing
              "THE CLIENT® to provide promotional, programming and advertising sales
              services utilizing, on a temporary basis, the total transmission time of radio
              station XEPRS, which services shall at all times strictly comply with any
              and all applicable laws and regulations, as well as with the conditions set
              forth in the Permit, in accordance with the following:



                                                                                                                             A
                                                COVENANTS


     FIRST.~          PURPOSE.~           "CONCESSION HOLDER® hereby grants to "THE
     CLIENT® the right to air its programming over the facilities of XEPRS twenty—four
     hours per day, seven days per week, except as set forth herein. "THE CLIENT‘S®
     programming (the "Programming") shall consist of such programming, including,


“ E Pn s                                INTERAMERICANA DE RADIO S.A. de C.V.
                                    BLVD, AGUA CALIENTE tosss DESP 566 CONDOMMNIO GALLEGO, FRACC. CHAPurTEPEC
                                    E—maik xepré@talnocnet"TEL.; 586—52—28_FAX: 666—11—99 THUANA, 6.C., MEXICO. C.B, 22420
 1060 KHZ. 50,000 WaTTS                                     R. BOX s4ta CHIAVISTA Ca. orer2

      without limitation, commercial advertisements, chosen by THE CLIENT that
      comports with the terms of this Agreement and with the Federal Radio and
      Television Law and all other applicable legal restrictions and requirements
      including, without !mitation, the rutes, regulations and policles of the Federal
      Communications Commission and the SCT ("Legal Requirements"). In particular,
      "THE CLIENT" agrees to include in the Programming any announcements
      necessary to satisfy any station identfification announcements mandated by Legal
      Requirements.


      In conslderation of the foregoing sale of airtime, "THE CLIENT" shall pay
      "CONCESSION HOLDER® as follows:

     A).—      Year 1:                                           .S. DOLLARS) as
               an upfront payment on the Effective Date (as defined below) of this
               Agreement. The Effective Date of this Agreement shall be the latter of
              {ithe date on which this agreement has been signed by both
              "*CONCESSION HOLDER® and "THE CLIENT® or (ii) the date on which
              XEPRS has been granted a permit by the Mexican government to
               broadcast in English. in addition to the payment specified above, "THE
               CLIENT" shall pay the operating: expenses of station "XEPRS
               INTERAMERICANA DE RADIO, S.A, DE C.V." in Rosarito, B.C. to
             . "CONCESSION HOLDER" during the term of this agreement In
               implementation of this provision, "CONCESSION HOLDER® shal! bill "THE
               CLIENT" each Wednesday for the operating expenses for XEPRS for that
               week. Such bill shall be accompanied by supporting documentation
               evidencing such expenses. "THE CLIENT® shall then wire the billed
               amount to the "CONCESSION HOLDER" on Thursday of the same week,
              The expenses shall then be paid by "CONCESSION KHOLDER" on Friday
              of that same week. "CONCESSION HOLDER" has informed "THE
              CLIENT® that the normal operating expenses of the station are $
              per month and the parties expect that this amount will decrease as a result
              of the measures being taken by the parties as set forth below in this
              Clause.

     B).—      Year 2:              .
              DOLLARS), divided into tweive monthly payments of _      2o conlk
              each {payable every month in advance), plus the monthly operating
              expenses of station "XEPRS INTERAMERICANA DE RADIO, S.A. DE
              C.V.", paid as set forth in subparagraph A.                                                                    _2

     C)—      Year 3:                                                                                               2        1
              THOUSAND U.S. DOLLARS), divided into twelve monthly payments of
                                  ‘s each (payable every month in advance), plus the
              monthly operating expenses of.station "XEPRS INTERAMERICANA DE
              RADIO, S.A. DE C.V.", paid as set forth in subparagraph A.


                                                                                                         1
                                         INTERAMERICANA DE RADIO S.A. de C.V.
                                    Bvp. AGLIA CALIENTE 10535 DESP 508 CONBOMINIO GALLEGD, FRACC. CHaPurrEpEC
                                    E—mail sepre@telnornét*TEL: 600—52—20 FAX: 686—11—98 TUUANA, 6.C., MEXICO. C.P22420
1080 KHZ, 50,000 WATTS        l                            RO. BOX 5413 CHULA VISTA, Co. 81012



     D).—     Year 4:                .                                 Li nn e ce ue n anewewer sevke
              U.S. DOLLARS), divided into twelve monthly payments of                         _
               Doliars each (payable every month in advance), plus the monthly
              operating expenses of station "XEPRS INTERAMERICANA DE RADIO,
              S.A. DE C.V.", paid as set forth in subparagraph A.

     F).—       Year     5:               >
              THOUSAND U.S, DOLLARS}, divided into tweive montniy paymemis or
                                   : each (payable every month in advance), plus the
              monthly operating expenses of station "XEPRS INTERAMERICANA DE
              RADIO, S.A. DE C.V.", paid as set forth in subparagraph A.

     "BROADCAST CORPORATION OF THE AMERICAS®, "THE CLIENT®, may not
     under any circumstances withhold payment and hereby agrees to fully and timely
     pay the foregoing amounts when due.

     "CONCESSION HOLDER® and "THE CLIENT® shall joinlly work to lower
     operating expenses as much as possible.

     The foregoing payment does not Include any special transmission, remote
     controls or links within or outside the United States of America or Mexico, game
     shows, prizes, promotions, payment of rights for the granting of permits, special
     or additional equipment, insertions in printed or any other type of media required
     to publicize the Programming or the content of the station. Therefore, if required,
    the costs of these or any similar concepts shall be borne by "BROADCAST
    CORPORATION OF THE AMERICAS®, "THE CLIENT". Notwithstanding the
    foregoing, "CONCESSION HOLDER," at "THE CLIENT‘S" request, shall make
    space available at the XEPRS transmitter site or studios at no additlonal charge
    for the installation of such equipment as "THE CLIENT" may deem reasonably
    necessary for the reception of the Programming from "THE CLIENT‘S" studios.
    "CONCESSION HOLDER" shall, at "THE CLIENT‘S" expense, take all steps
    reasonably necessary to prepare and file any applications with the SCT or other
    appropriate governmental agency as may be required for the installation or
    operation of such equipment.

     Subject to "CONCESSION HOLDER‘S" recelpt of a renewal of the Permit, this
    Agreement shall be in effect for an initial period of 5 (five) years commencing on
    the lafter of March 1, 2003, or the Effective Date of this agreement (the "Initial
    Term"). Each year that this agreement is in effect during the Initial Term or
    Renewal Term (as defined below) shall be referred to herein as an "Agreament                                    ¢
    Year." The term of this agreement may be renewed for 3 (three) additional
    periods of 5 (five) years each (each, a "Renewal Term") upon mutual agreement
    of the parties. The increase in the annual payment to be paid to "CONCESSION
     HOLDER" by "THE CLIENT" for each Agreement Year of a Renewal Term shall
     not exceed the increase in the Consumer Price Index between the first day of


“ E Pn s                              INTERAMERICANA DE RADIO S.A. de C.V.
                                   BIVD. AGUA CALIENTE 10525 DESR. 505 CONDOMIMO GALLEGO, FRACC, CHAPULTEPEC
                                   E—mal xepre@tehornet TE: 888—52.28_FA)C: 60B—11—26 THUANA, B.C., MEXICD. C.P 22420
 1080 KHZ 50,000 WATTS                                    RD. BOX s4ts CHRULA VISTA, GA. 91912



     the first full month of the Agreement Year for which the new payment is being
     calculated and the first day of the corresponding month of the immediately
     preceding Agreement Year. References in this agreement to the "Consumer
     Price Index® are to the Consumer Price Index for All Urban Consumers, U.S. City
     average, as provided by the United States Department of Labor, Bureau of Labor
     Statistics.

     At the conclusion of each five year term, "CONCESSION HOLDER" shall
     {a) offer to sell radio station XEPRS to "THE CLIENT" at a price to be mutually
     agreed by the partles, (b) offer a five year extension as described in the
     preceding paragraph or (c) pay "THE CLIENT", as consideration for "THE
     CLIENT‘S" efforts in improving the value of XEPRS, a sum that is equal to ten
     times the trailing cash flow of XEPRS for the one year period ending on the last
     day of the full month immediately preceding the date that is the expiration date of
     the then effective Initial Term or Renewal Term. For purpases of this agreement,
     frailing cash flow shall be defined as the net income of the Programming
     (including, without limitation, all revenue defined in Clause 5) and any other
     programming aired over XEPRS (if any) plus income taxes, depreciation,
     amortlzation, interest, corporate overhead and any non—cash items of expense
     and minus any non—cash items of income. Such trailing cash flow shall be
     calculated in accordance with the conventions of the radio broadcast industry
     and, to the extent not inconsistent with such conventions, Generally Accepted
     Accounting Principles.                                          —

     If "CONCESSION HOLDER" and "THE CLIENT" cannot agree on a sale price for
     radio station XEPRS or on the compensation to be paid in the new five year
     period for this agreement, the parties shall select an arbitrator to determine such
     price.

              "CONCESSION HOLDER® shall provide "THE CLIENT" with written
     notice, sent to the address for "THE CLIENT" set forth in the Recifals and
     Representations above (or such successor address specified by "THE CLIENT"
     by written nofice to "CONCESSION HOLDER"), as to which of the three above
     options (Le., sale of the station to "THE CLIENT", renewal of the agreement, or
     payment to "THE CLIENT" of the sum equal to ten times the trailing cash flow of
     the station} it has chosen. Such writen notice shall be provided by
     "CONCESSION HOLDER" to "THE CLIENT" at least 90 days, and no more than
     180 days, prior to the expiration of the Initial Term or Renewal Term that is then
     in effect. If "CONCESSION HOLDER® chooses to sell the station to "THE
     CLIENT"®, "THE CLIENT" shall provide "CONCESSION HOLDER" with a draft of                                     p
     an asset purchase agreement, containing terms that are normal and customary
     in radio broadcast transactions, and specifying the purchase price as established
     using the above procedures, If "CONCESSION HOLDER" chooses to make the
     payment to "THE CLIENT" of ten times the trailing cash flow of the station, as
    prescribed above, "CONCESSION HOLDER" shall remit such sum to "THE


                                      INTERAMERICANA DE RADIO S.A. de C.V.
                                  SIVD, AGUA caLieNtE 1055 DegP, 608 CONDOMINIO GALLEGO, FRACC. CHAPULTEPEC
                                 E—mall: xepre@tainornol * TEL: 680—52—28_FAX: 685—11—u8 TUUANA, R.C., MEXICO. C.P, 22420
1000 KHz. 50,000 WATTS                                      RO. BoX 5419 CHULAVISTA, CA. mat2

     CLIENT® no later than the last day of the then effechve Initial Term or Renewal
     Term.

     SECOND.— MANNER _AND DATE _OF _PAYMENT.—             "BROADCAST
     CORPORATION OF THE AMERICAS®, "THE CLIENT", hereby agrees to pay the
     monthly payment amounts{other than payment of operating expenses)} referred
     to in the preceding clause in advance within the first ten days of each month via
     wire transfer to account number ‘

     For no reason shall ""CONCESSION HOLDER® receive partial or mcomplele
     payments; "THE CLIENT", is therefore obligated to make full paymant in the
     manner and within the timeframe prescribed herein.

     THIRD.— USE OF AIRTIME.— The airtime provided by the "CONCESSION
     HOLDER" to "THE CLIENT" pursuant to this Agreement shall be used solely and
     exclusively for the transmission of its Programming, except as expressly
    authorized in advance by "CONCESSION HOLDER®,

     FOURTH.— IDENTIFICATION AND PROMOTION.—                            The identification of the
    station is XEPRS transmifting on 1090 Khz with 50,000 watt power during day
     and night, with its studios located at Carretera Rosarito Km. 11.                              in any
    promotion or trensmission made to publiclze the Programming of "XEPRS®,
    "BROADCAST CORPORATION OF THE AMERICAS®, "THE CLIENT®, shall
    include the station‘s call sign {XEPRS) in any printed or verbal campaign.

    During the term of this agreement, "XEPRS INTERAMERICANA DE RADIOG, S.A.
    DE C.V.", "CONCESSION HOLDER® authorizes "BROADCAST CORPORATION
    OF THE AMERICAS®, "THE CLIENT" to commercially identify the station and to
    mention that the Programming is a production of XEPRS. Upon termination of
    the agreement, "THE CLIENT" shall abstain from using the station 1D, frequency
    or any other identifying feature of station XEPRS. CONCESSION HOLDER may
    not grant to any other person the right to broadcast, transmit or otherwise
    distribute or use the Programming, or any part of it, in any manner. This
    agreement shall not be construed to grant "CONCESSION HOLDER" any right of
    ownership or use relating to trade names, trademarks or service marks of "THE
    CLIENT" or its affiliates. °

    FIFTH.— MARKETING; REVENUES.— The airtime made available to "THE
    CLIENT" shall be directly marketed and sold by "BROADCAST CORPORATION
    OF THE AMERICAS®, "THE CLIENT®, in strict compliance with principles of
    commercial ethics and observing at all times Legal Requirements and any other
    applicable law or regulation. "THE CLIENT" shall retain all advertising and other
    revenues, and all accounts receivable, relating to the Programming it delivers to
    XEPRS for broadcast including, without limitation, promofion—related revenues
    and any network compensation.


                                       INTERAMERICANA DE RADIO S.A. de C.V,.
                                    BIVD. AGUA CALIENTE 10635 DESR 506 CONECMINIO CALLEGO, FRACC, CHaPULTEPEG
                                   E—mall supre@tainornat * TEL: 666—52.20 FAX; 666—11—98 TIJUANA, 5.C., MEXIGO, C.9 22420
1090 KHZ. 50,000 WATTS                                       RO. BOX 5413 CHULA VistA, CA v1uia



     SIXTH.— TERM.— This agreement shall be in effect for a compulsory period of
     seventeen months with respect to the payment of the consideration set forth in
     Clause Second hereof, given that the concession granted for the operation and
     commercial use of radio station XEPRS will expire on July 3, 2004. This
     agreement shall be automatically extended for a period of an additional three
     years and seven months (for a total initial term of five years) upon renewal of the
     concession by the Ministry of Communications and Transportation. The term of
     this Agreement is subject to early terminaftion in the event of an uncured event of
     default as set forth in Section 18, below.

     SEVENTH.— LABOR_LIABILITIES.— "CONCESSION HOLDER®" and "THE
     CLIENT"® shall each be responsible for adhering to all applicable law as regards
     their respective employees. Each party hereto shall indemnify the other party
     hereto with respect to any damage suffered by the indemnified party arising from
    the failure of the indemnifying party to adhere to the obligations imposed by this
     paragraph.

    EIGHTH.—     STATION__ PERSONNEL AND EQUIPMENT—                          "XEPRS
    INTERAMERICANA DE RADIO, S.A. DE C.V.", "CONCESSION HOLDER" has
    the personnel required for the provision of the radio—transmitting services, such
    as: operators, radio—transmitting technicians, administrative personnel, etc.
    "CONCESSION HOLDER" also has the premises and the transmission
    equipment that, in accordance with Mexican Official Standards and the
    Concession Deed, is required for the operation of radio stations. "CONCESSION
    HOLDER" hereby represents that XEPRS is presently operating at full authorized
    power and with the facilities authorized in the Permft. "CONCESSION HOLDER"
    shall employ technical staff ("Technical Employees") necessary to operate the
    XEPRS transmission facilities in such a fashion as to permit "THE CLIENT" to air
    the Programming over the station and to ensure that the station operates at full
    authorized power. "CONCESSION HOLDER®"              shall be responsible for— the
    salaries, taxes, benefits, insurance and related costs for such "Technical
    Employees". Throughout the term of this agreement, "CONCESSION HOLDER"
    shall operate XEPRS at full licensed power and with the facilities authorized in
    the Permit twenty—four hours per day, seven days per week, except for routine
    maintenance not to exceed two hours each Sunday between 12:01 AM and 6
    AM, local time, and shall be responsible forall costs incurred in o perating the
    transmission plant of the station. "THE CLIENT" at all times shall be afforded,
    reasonable access, under "CONCESSION HOLDER‘S" supervision and
    oversight, to the station‘s facilities and equipment to coordinate and ensure the
    delivery and transmission of its Programming.                                                                    %

    "CONCESSION HOLDER® shall own and operate the XEPRS transmission plant
    and operate such in compilance at all times with all applicable laws, rules,
    regulations and ordinances Including, without limitation, those applicable to the
    Permit. "CONCESSION HOLDER" shall be responsible for any taxes resulting
    from "CONCESSION HOLDER‘S" reverue from this agreement.


                                      INTERAMERICANA DE RADIO S.A. de C.V.
                                   BLVD. AGUAcauENTE 1tosss DeSF. 508 CONDOMINIO GALLESO, FRACC. CHaAPutTepEC
                                   E—mail xepre@teinornet * TEL: $36.52—28 _FAX: 68B—11—96 THHANA, B.C., MEXIGO, C.R 22420
1080 KHZ. 60,000 WATTS    l                                RO, BOX 6419 CHULA VISTA, CA, S1giz




    "CONCESSION HOLDER® shall maintain in full force and effect throughout the
    term of this agreement insurance with responsible and reputable insurance
    companies covering such risks and in such amounts as is conventionally carried
    by broadcasters operating radio stations with facllities comparable to those of
    XEPRS, but in no event less than $1,000,000.

    NINTH.~   CLIENT PERSONNEL AND EQUJPMENT.—                     "BROADCAST
    CORPORATION OF THE AMERICAS", "THE CLIENT", has all the technical and
    human resources required for the production of its Programming which is to be
    sent for transmission by XEPRS in Rosarito, B.C., and, as of the date of
    commencement of the operations contemplated by this Agreement, will have the
    studios and premises required for the recording, production and transmission of
    such Programming.         Therefore, all personnel participating as conductors,
    programmers, reporters, broadcasters, drafters, writers, analysts, producers,
    technicians and in general, all personnel hired or sub—contracted for such
    purposes, shall be considered "THE CLIENT‘s" employees. All expenses arising
    from the foregoing shall be borne exclusively by "BROADCAST CORPORATION
    OF THE AMERICAS", "THE CLIENT",

    TENTH.—  MANAGEMENT     __OF__ "CONTRATO      __LEY".—  "XEPRS
    INTERAMERICANA DE RADIO, S.A. DE C.V.", "CONCESSION HOLDER" and
    "BROADCAST CORPORATION OF THE AMERICAS®, "THE CLIENT,
    acknowledge and agree that the sole administrator of the Labor Agreement for
    the Radio and Television Industry (Confrato Ley) for commercial radio station
    XEPRS in Rosarito, B.C., is the Mexican Radio, Tetevision and Similar Industries
    Warkers‘ Union (Sindicato de Trabajadores de ta Industria de la Rediodifusion,
    Television, Simifares y Conexos de is Republica Mexicana), pursuant to which
    both parties will respect the rights and benefits of those of the "CONCESSION
   HOLDER‘S"* employees whose labor is classified as "Unionized" in accordance
   with the respective Confrafo Ley.

    ELEVENTH.— UNION PERSONNEL.— "XEPRS INTERAMERICANA DE RADIO,
    S.A. DE C.¥.", "CONCESSION HOLDER® and "BROADCAST CORPORATION
    OF THE AMERICAS®, "THE CLIENT", each acknowledge and agree, as regards
   their respective employees who may work in Mexico, to undertake early
   negotiations with union leaders so that workers who are hired and whose
   function is set forth by article 101 of the Confrato Ley may join the union, or
   alternatively, to obtain the respective authorization by paying the transit or
   movement fees set forth in article 51 thereof. All negotiations and/or proceedings
   required in connection with the foregoing shall be carmied out by the
   representatives of "XEPRS INTERAMERICANA DE RADIO, S.A. DE C.V.*,
   "CONCESSION HOLDER®,

   TWELFTH.— PROGRAMMING PRODUCTION.— The production, conduction, and
   all other aspects required for the creation of the Programming, including the


" E P' s                               INTERAMERICANA DE RADIO S.A. de C.V.
                                   BEVD. AGUA CauieNme tosas DESr, 508 CONDOMINIC GALLECO, FRACC, CHAPDETEPEC
                                   E.mal:xepre@ielnornel*TEL: 885—52—20_FAX606—11—08THUAN®, 5.C., MEXICO, C.P, 22420
 1000 KHZ. 80,000 waTTs                                   RO. BOX 5413 CHULAviSta, CA etot2

     costs related thereto, shall be "BROADCAST CORPORATION OF THE
     AMERICAS®, "THE CLIENT‘s®, responsibility, which it shall carry out at its
     premises located at 10145 Pacific Heights Blvd., Suite 810, San Diego,
     Califomnia, or at any other address within the United States which it may occupy
     now or in the future.

     "BROADCAST CORPORATION OF THE AMERICAS®, "THE CLIENT", agrees to
     deliver, using its own technical and human resources, its Programming to the
     studios of "XEPRS INTERAMERICANA DE RADIO, S.A. DE CV.",
     "CONCESSION HOLDER", so that it may transmit the same. Such signal may
     be sent through any means which are compatible with the signal—receiving
     equipment used by "CONCESSION HOLDER® or such equipment as may be
     installed by "THE CLIENT" pursuant to the First Clause above.

     THIRTEENTH.— PROGRAMMING CONTENT.— The content of the Programming
     produced by "BROADCAST CORPORATION OF THE AMERICAS®, "THE
     CLIENT®, with its own resources, and which "CONCESSION HOLDER® hereby
    agrees to transmit through commercial radio station XEPRS, shall comport with
    the terms of this Agreement and with all Legal Requirements and any other
    provisions of law applicable to the radio Industry. in particular, the Programming
    shall contribute to the strengthening of the national integration and the
    improvement of human Interaction, and through its transmissions it shall affirm
    the principles of social moral values, human dignity and family relationships;
    avoid influences which may be harmful or perturbing to the harmonious
    development of children and young people; contribute to the elevation of the
    cultural level of people and the conservation of national characteristics, customs
    and tradifions, the propriety of language and the enhancement of Mexican
    national values, etc. Any non—compliance by "THE CLIENT" with the terms of this
    Clause 13 shall be considered an event of termination, without any liability
    whatsoever for "CONCESSION HOLDER® and without the need for any judicial
    resolution, but subject to the provisions of Clause 18, below.

    FOURTEENTH.— FISCAL AND OFFICIAL TIMES, LINKAGE, ETC..                                       "THE
    CLIENT" agrees to insert in the Programming such material as may be required
    by Legat Requirements. Without limiting the foregoing, "THE CLIENT® shall insert
    two {2) promotions for the Mexican National Tourist Office each hour, twenty—four
    hours per day.

    "XEPRS INTERAMERICANA DE RADIO, S.A. DE C.V.", "CONCESSION
    HOLDER" is and shall be the only party entitled to insert within XEPRS‘s
    programming the campaigns, links, spots or any other insert required in
    accordance with current legal provisions, and shall notify "BROADCAST
    CORPORATION OF THE AMERICAS®, "THE CLIENT"® thereofin advance via
    telephone or any other communication means.


                                      INTERAMERICANA DE RADIO S.A. de C.V.
“ E Fn s                           BLVD. AGUA CALIENTE 10536 DESP, 508 CONDOMINIO GaLLEGO, FRACC. CHAPULTEREC
                                   E—maik WMM’TEL: 888—52.28 EAX: 886—11—98 THUANA, B.C., MEXICO, C.R 22420
 1000 KHZ. so.008 WATTs                                ©O. BOX 6413 CHULA visTA, Ca, 91912



     FIFTEENTH.— PATEILTS TRADEMARKS, INTELL           L __PROPERTY
     RIGHTS, ETCG..~ "BROADCAST CORPORATION OF T HE AMERICAS®, "THE
     CLIENT" shall be solely responsible for the use (or misuse) of the trademarks,
    trade names, copyrights or any other intellectual property rights relating to the
    transmission and the content of the Programming other than such insertions
    required pursuant to Legal Requirements if it has no control over the content of
    such insertions.      Consequently, "THE CLIENT® agrees to indemnify and hold
    "XEPRS INTERAMERICANA DE RADIO, SA. DE C.V.", "CONCESSION
    HOQOLDER"® harmless from any judicial or non—judicial claim arising in Mexico or
    abroad from alleged or real infringement to intellectual property, trademark,
    patent and similar laws (whether Mexican or foreign), and further agress to cover
    the cost of any litigation insfituted against "XEPRS INTERAMERICANA DE
    RADIO, S.A. DE C.V.", "CONCESSION HOLDER"®relating thereto.

    Counsel specializing in intellectual property issues to be designated by
    "BROADCAST CORPORATION OF THE AMERICAS®, "THE CLIENT®, shall
    conduct any litigation relating to the foregoing, and "THE CLIENT" shall bear all
    costs, attorney‘s fees and other expenses in connection thereto.

    SIXTEENTH.— TECHNICAL INTERRUPTIONS.~                    "XEPRS INTERAMERICANA
    DE RADIO, S.A. DE C.V.", "CONCESSION HOLDER" shall use its best efforis to
    maintain its transmission equipment in optimum condition and operating in
    accordance with the terms of its Permit and Legal Requirements; however, it
    shall not be responsible for technical failures due to the lack of electrical power
    and electrical discharges, among other things, which may damage or temporarily
    suspend the fransmisslon of XEPRS, in which cases it shall immediately proceed
    to remedy or replace the damage caused, exception made of cases in which it is
    impossible to do so or in which the damage was caused by earthquakes,
    tremors, fire, flooding or any other Act of God which make it humanly and
    technically impossible to continue transmitting.

    Even if the ciroumstances described in the preceding paragraph arige, the parties
    agree that "BROADCAST CORPORATION OF THE AMERICAS",. "THE CLIENT"
    shall not be released from making the payments which it is obligated to make
    hereunder to "XEPRS INTERAMERICANA DE RADIO, SA DE CV.",
    "CONCESSION HOLDER" unless the station fails to o perate at full authorized
    power and otherwise in accordance with the terms of the Permit for more than __
    hours in any one month, in which event "THE CLIENT" shall be entitled to a
    prorata reduction of the monthly fee set forth in the First Clause, above.

    SEVENTEENTH.« TEMPORARY SUSPENSION OF THE AGREEMENT— The
    parties agrees that in case "BROADCAST CORPORATION OF THE
    AMERICAS"®, "THE CLIENT" does not timely pay the monthly payments set forth
    in the Second Clause hereof, "XEPRS INTERAMERICANA DE RADIO, S.A. DE
    C.V.*, "CONCESSION HOLDER" shall have the right to temporarity suspend the
    transmissions of "BROADCAST CORPORATION OF THE AMERICAS®, "THE


                                                                                                10


                                           INTERAMERICANA DE RADIO S.A. de C.V.
" E Pns                                 Bwp. Acua CaueNtE 10535 DESR sus CONBOMINIO GALLEGD, FRACC. CHAPUITEPEC
                                        Emel repre@tsinornet " TEL: 606—52—28 _FAX: 686—11—98 THUANA, B.C., MEXICD, G.R 22420
1090 KHZ. 60,000 WATTS                                         £0, BOX 5413 CHULA VISTA, CA. 91912


     CLIENT®, without any lfability whatsoever and without the need for a judicial
     resolution, until "THE CLIENT" covers all outstanding payments to date. Failure
     by "THE CLIENT" to pay three consecutive monthly installments shall be an
     event of termination.

     EIGHTEENTH.— EVENTS OF TERMINATION.~             The following shall be
     considered events of termination of this Agreement, without any liability
     whatsoever for "CONCESSION HOLDER"® or "THE CLIENT", as applicable, and
     without the need for any judicial resolution upon the o ccurrence of one of the
     following events:

     1.       This agreement may be terminated by "CONCESSION HOLDER" upon:

                         (i) The failure of "BROADCAST CORPORATION OF THE
                         AMERICAS®, "THE CLIENT" to make the corresponding monthly
                         payments during three consecutive months;
                         (ii) The bankruptcy of "BROADCAST CORPORATION OF THE
                         AMERICAS®, "THE CLIENT";
                         (iif) Any final fudicial order arising from the content of the
                         Programming or any wrongdoing on the part of "BROADCAST
                         CORPORATION OF THE AMERICAS®, "THE CLIENT" which could
                         reasoriably be deemed to be likely to lead to the revocation of the
                         concession granted to "XEPRS INTERAMERICANA DE RADIO,
                         S.A. DE C.V*;
                         {iv) The transmission of information, programs or campaigns which
                         do not comply with Clause 13 of this agreement, including the
                         transmission of information, programs or campaigns which are
                         contrary to moral values, good taste, condone or Incite violence or
                         crime, or any other circumstance set forth in articles 63, 64 and
                         others applicable from the Federal Radio and Television Law and
                         its Regulations and "THE CLIENT® fails to make appropriate
                         changes in its Programming after notice by "CONCESSION
                         HOLDER® to "THE CLIENT" that the Programming in question
                         violates this subparagraph;
                         (v) if the transmission of the Programming does not comply with
                         applicable legal regulations, and consequently,         "XEPRS
                         INTERAMERICANA DE RADIO, S.A. DE C.V." is sanctioned on
                         two occasions or fined by the competent authority;
                         (vi) A total or partial assignment by "BROADCAST CORPORATION
                         OF THE AMERICAS®, "THE CLIENT" that is in contravention of
                         Clause 21, below, and "THE CLIENT" fails to remedy such
                         allegedly unauthorized assignment within 30 days of written notice
                         by "CONCESSION HOLDER"® to "THE CLIENT" of its claim of
                         unauthorized assignment ; or
                         (vi) if "THE CLIENT® fails to materially adhere to any covenant
                         under this agreement and "THE CLIENT" fails to cure such failure



                                                                                                                11


                                            INTERAMERICANA DE RADIO S.A. de C.V.
                                        BLVD, AGuA CauENTE 10595 DESP. sa8 CONDOMINIO GALLERO, FRACC. CHaputTepEC
                                        E—malk: xepre@iainornet * TEL.: 686—52—28 _FAX;: 688—11—08 THUANA, B.C., MEXICD, C.R 22420
1000 KHZ, 50,000 WATTS                                          £.0. BOX 5413 CHULA viSTA, CA. D19t2


                         within thirty d ays of "CONCESSION HOLDER‘S" written notice to
                         "THE CLIENT" of such failure.

    Such termination shall be effective without any liability whatsoever for "XEPRS
    INTERAMERICANA DE RADIO, S .A. DE C.V.", "CONCESSION HOLDER®, as
    long as "CONCESSION HOLDER® is not in breach of this agreement and without
    the need for any judicial resolution.


    2.        This agreement may be terminated by "THE CLIENT" upon:

                         (i) The failure of "CONCESSION HOLDER"®to operate the station at
                         full licensed power and in accordance with the terms of Its Permit
                         for more than 96 hours within any calendar month;
                         {if) The failure of "CONCESSION HOLDER"® to air the Programming
                         over XEPRS for more than 96 hours in any calendar month;
                         (iil) The bankruptey of "BROADCAST CORPORATION OF THE
                         AMERICAS®, "THE CLIENT";
                         {iv) If "CONCESSION HOLDER" fails to materially adhere to any
                         covenant under this agreement and "CONCESSION HOLDER" fails
                         to cure such fallure within thirty days of "THE CLIENT‘S" written
                         notice to "CONCESSION HOLDER®of such failure; or
                         {v) The failure of "CONCESSION HOLDER" to receive a renewal of
                         the Permit, Without limiting any other rights which "THE CLIENT"
                         may have under this agreement, the parties agree that "THE
                         CLIENT" shall be under no obligation to make any payments to
                         "CONCESSION HOLDER", including any payments for monthly
                         expenses, If the Programming is not aired over XEPRS because
                         the Permit has not been renewed by the Mexican Government.


    Such termination shall be effective without any liability whatsoever for "THE
    CLIENT" as long as "THE CLIENT"is not in breach of this agreement and without
    the need for any judicial resolution.

    NINETEENTH.— LIQUJIDATED DAMAGES.~ "XEPRS INTERAMERICANA DE
    RADIO, S.A. DE C.V.", "CONCESSION HOLDER" shall be entitled to collect
    liquidated damages in case the agreement is terminated by "CONCESSION
    HOLDER" pursuant to the Eighteenth Clause above. Should the Agreament be
    so terminated, the parties expressly agree that the amount of liquidated damages
    shall be that equal to 2 (TWOQ) monthly payments set forth in Clause Second for
    the then curent year, in US Dollars or its equivalent amount in Mexican Pesos at
    the rate of exchange published by Banco de México in the Official Gazette of the
    Federation (Diario Oficial de la Federacion) to pay obligations denominated in US
    Dollars on the day on which payment is made.




                                                                                                                   12


                                      INTERAMERICANA DE RADIO S.A. de C.V.
                                   BLVD, AguACauENTE 10535 bese s1s CONDCMINIO GALLEGO, FRACC. CHAPULTEPEC
                                   Emall repre@talnornet."TEL: 680—52.28_ FAX: 0§5—11—98 THUANA, B.C., MEICO, CP 20420
10%0 KHZ. 50,000 watts                                    R.O, BOX 8413 CHULA visTa, GA. a1st2


    TWENTIETH.« CONFIDENTIALITY.~— The parties agree that the provisions of
    this Agreement shall be strictly confidential, and that the partial or total disclosure
    of the same is profibifed, unless such disclesure is required by law or regulatory
    authority. Should any of the parties breach this provision, the non—breaching
     party shall be entifled to recover from the breaching party its damages resulting
    therefrom.

    TWENTY FIRST.— ASSIGNMENT.~             The parlies hereto may not partially or
    wholly assign their rights and obligations hereunder, except as they may jointly
    agree to in writing in the future.

    TWENTY SECOND.— LIMITATIONS ON INTERPRETATION.— The parties agree
    that no provision of this Agreement is to be construed or interpreted as a sale or
    a partial or full assignment of the concession or the rights arising thereunder, as
    set forth in the Federal Radio and Television Law, its Regulations or any other
    applicable law.      Consequently, should the Ministry of Communications and
    Transportation in accordance with its authority, determine a contrary opinion with
    respect to the same, this agreement shall be terminated without liability for the
    parties hereto, except for the obligation to mutually pay any consideration which
    is due through the date of termination or to reimburse any guarantees which
    were given.

    TWENTY THIRD.« REPRESENTATION.— "XEPRS INTERAMERICANA DE
    RADIQ, SA. DE CV.", "CONCESSION HOLDER® shall maintain sole
    responsibility for the compliance of each and every obligation of the
    CONCESSION HOLDER. Any proceeding before any agency or office of the
    Mexican Government shall be conducted by "XEPRS INTERAMERICANA DE
    RADIO, S.A. DE C.V.", "CONCESSION HOLDER" and/or MR. BERNARDO
    BICHARA KAWAS. Consequently, any request or proceeding required for the
    transmission of the Programming of "BROADCAST CORPORATION OF THE
    AMERICAS®, "THE CLIENT" which relates to any aspect of the concession or the
    Federal Radio and Television Law, such as game shows and programs
    developed abroad and received via any communication means, shall be
    requested by "CONCESSION HOLDER" on a timely basis, including the payment
    of any fees and the compliance with any requirements in connection therewith.

    Furthermore, "XEPRS INTERAMERICANA DE RADIO, S.A. DE C.V.*,
    "CONCESSION HOLDER" shall be solely and exclusively responsible for
    providing any information relating to the radio industry and in particular any
    Information relating to "XEPRS INTERAMERICANA DE RADIO, S.A. DE C.V.",
    "CONCESSION HOLDER"®, to Mexican Governmental Agencies, Autonomous
    Entities, Unions, Industrial Chambers, and Confederations.

    "XEPRS INTERAMERICANA DE RADIO, S.A. DE C.V.", "CONCESSION
    HOLDER"® and/or MR. BERNARDO BICHARA KAWAS hereby agree to take any




                                                                                                        13


                                        INTERAMERICANA DE RADIO S.A. de C.V.
                                    Bivp. AstAcaueNTE 19595 DESF. 50s CONDOMMIO GALLE@O, FRACG. CHAPULTEPEC
                                    E—mal: xepte@teinornet *TEL: 680—52—28_ FAX: 608—11—95 THUANA, B.C., MEXICO, C.R 22420
To5p kHz, 50.000warte                                        RO. Box se13 CHULA VISTA CA 21912

    necessary actions to ensure that their obligations arising from the C oncession
    Deed and the applicable radio Industry regulations are fully complied with.

    TWENTY FOURTH.— APPLICABLE LAW.— This Agreament shall be subject to,
    and interpreted in accordance with, the laws of Mexico, and in particular, by the
    provisions of the Federal Radio and Television Law, the General Law of National
   Assets, the Commerce Code, the Civil Code for the Federal District of Mexico,
   the Concession Deed and any other law or regulation applicable to the radio
    industry.

  ~ TWENTY FIFTH.— JURISDICTION.— The parties agree to engage in conciliatory
    negofiations in case of a dispute as to the interpretation and performance of this
    agreement. S hould these negotiations prove unsuccessful, the parties hereby
   expressly submit themselves to the jurisdiction of the courts in the Federal
   District of Mexico or the federat or state courts located in the State of California,
   and waive any other forum to which they maybe entitied by reason of their
   present or future domicites.


   IN WITNESS WHEREOF, the parties hereto sign three countérpalts of this
   agreementin the city of Tijuana, Baja California, Mexico on March 1, 2003.



                                 "CONCESSION HOLDER"
                          INTERAMERICANA DE RADIO, S.A. DE C.V.


                          i  LIG. BERNARDO BICHARA KAWAS
                                    ATTORNEY—IN—FACT



                                     "THE CLIENT"
                        BROADCAST CGRFD'RNFION OF
                                                THEAMERICAS




                                      JOHN LYNEH
                                 LEGAL REPRESENTATIVE




                                                                                                           14


                   Application for Permit to Deliver Programs to Foreign Broadcast Stations
                                                  Broadcast Company of the Americas, LLC
                                                                              XEPRS(AM)
                                                                                Exhibit VI

                     Programming Pursuant to Programming Agreement

     The applicant provides news, sports and other entertainment programming to
XEPRS(AM) for up to 24 hours per day, seven days per week, except for that airtime
retained by the concession holder to comply with the requirements of Mexican law. The
format will be adjusted by the applicant as necessary to meet the demands of the public.
The programming will be in either Spanish or English.




DC_DOCS:673081.1



Document Created: 2008-06-11 09:21:08
Document Modified: 2008-06-11 09:21:08

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