IN THE UNITED STATES DISTRICT COURT
It is stipulated by and between the undersigned parties, by their respective attorneys, that:
A. The parties to this Stipulation consent that a Final Judgment in the form attached may be filed and entered by the Court, upon any party's or the Court's own motion, at any time after compliance with the requirements of the Antitrust Procedures and Penalties Act (15 U.S.C. § 16), without further notice to any party or other proceedings, provided that Plaintiff has not withdrawn its consent, which it may do at any time before entry of the proposed Final Judgment by serving notice on the defendants and by filing that notice with the Court.
B. If Jacor enters into a local marketing agreement or time brokerage agreement ("LMA") for WKRQ with another person that has entered into a written agreement to acquire the WKRQ Assets ("broker") and the person and LMA have been approved by the plaintiff, Jacor need not comply with Sections VIII(A), (C),(D), (F), (G), (H), (K), (M) or (N) of the Final Judgment, provided that the LMA includes the following provisions:
For purposes of this Stipulation, the term "broker" means the person who enters into the LMA and the written agreement to acquire the WKRQ Assets, the person's successors and assigns and its subsidiaries, affiliates, parents, directors, officers, managers, agents and employees acting for or on behalf of any of them. This provision will survive the entry of the Final Judgment and terminate after the divesture ordered by Section IV of the Final Judgment is completed.
C. The parties recognize that there could be a delay in obtaining approval by or a ruling of a government agency related to the divestiture required by Section IV of the Final Judgment, notwithstanding the diligent and good faith efforts of Jacor and any prospective owner of the WKRQ Assets. The Department will, in the exercise of its sole discretion, acting in good faith, give special consideration to extending the time period specified in Section IV of the Final Judgment provided that:
D. The parties understand that nothing in the Final Judgment should be construed to require the trustee appointed pursuant to Section V of the Judgment to directly or indirectly control, supervise, direct or attempt to control the operations of WKRQ, without receiving the prior approval of the FCC. Such operations, including complete control and supervision of all of the programs, employees, finances, operations and policies of WKRQ, shall remain solely the responsibility of defendants, subject to its obligations set forth in Section VIII of the Final Judgment, or the responsibility of the broker, subject to the rights and limitations described in Paragraph (C), above. Nothing in this paragraph shall change or limit the right of the trustee to sell the WKRQ Assets pursuant to Section V of the Final Judgment.
E. The parties shall abide by and comply with the provisions of the proposed Final Judgment pending entry of the Final Judgment, and shall, from the date of the filing of this Stipulation, comply with all the terms and provisions of the proposed Final Judgment as though the same were in full force and effect as an order of the Court; provided, however, that Citicasters need not comply with Section V or Sections VIII(B) through VIII(N) until the Jacor/Citicasters Transaction has been consummated; provided further that, prior to the consummation of the Transaction, Jacor shall take no action to impede or influence Citicasters' compliance with Section VIII(A); and provided, further, that Citicasters need not comply with Sections IV(B) through IV(D) until the earlier to occur of the consummation of the Transaction or ten business days following issuance of all FCC approvals required as a condition to the consummation of the Transaction, except that, prior to the time Citicasters' obligation to comply with Sections IV(B) through IV(D) arises, Citicasters shall use all reasonable efforts to cooperate with Jacor's efforts to divest the WKRQ Assets.
F. Jacor shall prepare and deliver reports in the form required by the provisions of paragraph B of Section VII of the proposed Final Judgment commencing no later than September 1, 1996, and every thirty days thereafter pending entry of the Final Judgment.
G. In the event plaintiff withdraws its consent, as provided in paragraph (A) above, or if the proposed Final Judgment is not entered pursuant to this Stipulation, this Stipulation shall be of no effect whatever, and the making of this Stipulation shall be without prejudice to any party in this or any other proceeding.
H. All parties agree that this agreement can be signed in multiple counter-parts.
DATED: August 2, 1996
FOR THE PLAINTIFF:
FOR THE DEFENDANT: