Agreement
between
ML Media Partners, L.P.
and
Smithtown Bay, LLC,
a Limited Partner
WHEREAS, [Smithtown Bay, LLC] is a limited partner (the "Limited Partner") of
ML Media Partners, L.P. (the "Partnership"); and
WHEREAS, Limited Partner seeks to own or acquire or has acquired through
purchase, assignment or transfer, 1% or more of the Interests in the
Partnership; and
WHEREAS, Section 7.3(A) of the Partnership Agreement provides, among other
things, that no purported sale, assignment or transfer of an Interest to any
person who would own 1% or more of the Interests in the Partnership shall be
permitted, recognized, or effective for any purpose; provided that the General
Partner may permit, in its sole discretion, such sale, assignment or transfer
if such person provides satisfactory assurances to the General Partner that
any interests of such person in media properties would not be attributable to
the Partnership; and
WHEREAS, the Partnership has been advised by the Staff of the Federal
Communications Commission ("FCC") that limited partners seeking to acquire 1%
or more of the Interests in the Partnership shall be considered to hold
attributable interests in the Partnership unless such limited partners satisfy
the FCC's criteria for insulating limited partners from any direct or indirect
involvement in the management or operation of the media-related activities of
the partnership.
NOW THEREFORE, the General Partner has determined to permit, recognize or give
effect to certain proposed transfers which would result in the Limited Partner
owning 1% or more of the Interests in the Partnership in consideration, among
other things, of the Limited Partner's agreement to and compliance with the
following terms, conditions and assurances concerning such Limited Partner's
interests in media properties and the Limited Partner hereby agrees to and
agrees to comply with each of the following:
1. Limited Partner shall not act as an employee of the Partnership.
2. Limited Partner shall not serve as an independent agent or
contractor or agent with respect to any of the Partnership's media
enterprises.
3. Limited Partner shall not communicate with any FCC licensee in which
the Partnership holds an interest or the General Partner on matters
pertaining to the day-to-day operations of any such licensee's
business.
4. Limited Partner agrees that the General Partner may veto any
admissions of additional general partners proposed by the Limited
Partner.
5. Limited Partner shall not be permitted to vote on the removal of the
General Partner, provided, however, that the Limited Partner may
vote on the removal of the General Partner in situations where the
General Partner is subject to bankruptcy proceedings as described in
Section 17-402(a)(4)-(5) of the Delaware Revised Uniform Limited
Partnership Act or is adjudicated incompetent by a court of
competent jurisdiction.
6. Limited Partner shall not perform any services on behalf of the
Partnership relating to its media activities, with the exception of
making loans to, or acting as a surety with respect to such
business.
7. Limited Partner is expressly prohibited from becoming actively
involved in the management or operation of the media business of the
Partnership.
8. Limited Partner agrees that it will at no time own more than 5% of
the Interests in the Partnership.
9. Limited Partner agrees to provide such additional information and
assurances as the General Partner or the Partnership may request
from time to time and acknowledges that the General Partner shall be
entitled to take any actions provided in Section 7.3, and to redeem
such Interests pursuant to Section 7.4, of the Partnership
Agreement, on the basis of any determination by the General Partner
that Limited Partner is or has become an Ineligible Person as
described in Section 7.3 of the Partnership Agreement or has
breached any of the terms of this agreement.
Smithtown Bay, LLC
By: Global Capital Management, its Manager
By: /s/ illegible Date: May 23, 1997
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Limited Partner
Media Management Partners
By: /s/ illegible Date: 5/28/97
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