Exhibit 10.10


 


AMENDMENT TO AND
EXTENSION OF

TIME BROKERAGE AGREEMENT


 


This AMENDMENT TO AND
EXTENSION OF TIME BROKERAGE AGREEMENT (this “TBA
Amendment”) is entered into as of December 9, 2003, by and between
Diversified Communications (“Broker”)
and Atlantic Media Group, Inc. (“Atlantic”).


 


RECITALS


 


WHEREAS,
Vision Communications, Inc. (“Vision”)
and Atlantic were parties to a Time Brokerage Agreement dated as of April
28,1994 (the “TBA”) wherein Broker
agreed to provide programming for Station WWMB-TV, Florence, South Carolina
(the “Station”), which is licensed
to Atlantic;


 


WHEREAS,
Vision assigned its rights and obligations under the TBA to Broker by letter
agreement dated March 18,1994, and the TBA was subsequently extended by notice
dated August 14, 1998, and acknowledged and accepted by Atlantic, and will
expire on April 8, 2004 unless extended by this TBA Amendment; and


 


WHEREAS,
Buyer and Seller desire to modify, amend and extend the TBA in accordance with
this TBA Amendment.


 


NOW,
THEREFORE, in consideration of the mutual promises set forth
in this TBA Amendment and other valuable consideration, the sufficiency of
which is hereby acknowledged, the parties, intending to be bound legally, agree
as follows:


 


1.                 Section 1 of the
TBA is hereby amended by deleting the second (2nd) paragraph and
substituting the following:


 


“Broker shall begin its time brokerage activities with
regard to the Station pursuant to this Agreement upon the commencement of
Station program tests, and said date shall be referred to herein as the ‘Commencement
Date.’ The term of this Agreement shall be a period of five (5) years from  the date on which Broker acquires the
assets of broadcast station WPDE-TV, Florence, South Carolina, or from April 8,
1994, whichever occurs first. Broker also shall have the option to extend this
agreement for two (2) successive five (5) year terms to and including April 8,
2009, on the same terms and conditions as this TBA Agreement, by giving notice
of its intent to exercise such option not less than six months prior to the
expiration of the initial term.”


 


2.                 Section 4 of the
TBA is deleted in its entirety and a new Section 4 is substituted as follows:


 


“4. As consideration for Atlantic’s permitting Broker
to air its programming on the Station pursuant to this Agreement, Broker shall
pay Atlantic as follows:


 

















 


A.     Beginning on January 1, 2004
(the “Effective Date”), Broker
shall pay Atlantic the net sum of Fifteen Thousand Five Hundred Fifteen Dollars
($15,515.00) (“Broker Fee”) on the
first day of each month. Payments shall continue at this amount for the period
beginning on the Effective Date up to the date two (2) years after the
Effective Date. Two (2) years after the Effective Date, the Broker Fee shall be
increased by three percent (3%) per year until the expiration of the TBA.


 


B.     Atlantic’s estimated monthly
cost of operating the Station for the remaining five-year term of the TBA
Agreement, including utilities associated with the Station’s transmitting
facilities (pursuant to the Transmission Facilities and Studio Lease
Agreement), rent to Broker for the Station’s transmitting and studio
facilities, and salaries for the Station’s General Manager and Chief Operator,
all based on an operating budget jointly agreed to by Atlantic and Broker.


 


3.                 By signature
below, the parties extend the TBA Agreement on the terms and conditions
contained herein and acknowledge that execution of this TBA Amendment
represents notice of Broker’s intent to exercise the option to extend the TBA
Agreement as set forth in Section 1 above and, furthermore, that such notice to
extend is acknowledged and accepted by Atlantic.


 


4.                 The parties
hereby acknowledge and agree that the TBA, as amended and supplemented by this
TBA Amendment, is in all respects ratified and confirmed, and remains in full
force and effect and otherwise unamended. The TBA, as so amended and
supplemented by this TBA Amendment, shall be read, taken, and construed as one
instrument and shall be referred to herein and hereafter as so amended and
extended as the “TBA Agreement.”


 


5.                 The parties
hereto mutually represent and warrant that: (i) the execution, delivery, and
performance by the parties of this TBA Amendment have been duly authorized by
all necessary corporate action; (ii) this TBA Amendment has been duly executed
and delivered by the parties; (iii) this TBA Amendment constitutes the legal,
valid, and binding obligation of the parties, enforceable against the parties
in accordance with its terms; and (iv) does not conflict with, constitute
grounds for termination of, result in a breach of or constitute a default under
any agreement, instrument, license or permit to which Broker or Atlantic is a
party or by which either of the parties may be bound.


 


6.                 More than one
counterpart hereof may be executed by the parties and each fully executed
counterpart hereof shall be deemed an original hereof.


 


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  BROKER:

  	
   

  	
  ATLANTIC:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  DIVERSIFIED COMMUNICATIONS

  	
   

  	
  ATLANTIC MEDIA GROUP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Carolyn A. Barrett

  	
   

  	
  By:

  	
  /s/ Albert D. Ervin

  
	
  Name:

  	
  CAROLYN A. BARRETT

  	
   

  	
   

  	
  Name:

  	
  ALBERT D. ERVIN

  
	
  Title:

  	
  VICE PRESIDENT

  	
   

  	
   

  	
  Title:

  	
  PRESIDENT

  
										



 


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