Exhibit 10.13


 


FOURTH
AMENDMENT TO


TIME
BROKERAGE AGREEMENT


 


THIS FOURTH AMENDMENT TO TIME BROKERAGE AGREEMENT (this
“Fourth Amendment”), made as of February 6, 2006 (the “Amendment
Date”), is by and between SAGAMOREHILL OF CAROLINA
LLC, a Delaware limited liability company (together with its
successors and permitted assigns, “Sagamore”), and BARRINGTON
BROADCASTING SOUTH CAROLINA CORPORATION, a Delaware corporation
(together with its successors and permitted assigns, “Barrington”).


 


WITNESSETH:


 


WHEREAS, reference is made to that certain Time
Brokerage Agreement, dated April 28, 1994, between Atlantic Media Group, Inc.
(“Atlantic”), and Diversified Communications (“Diversified”),
itself assignee of Vision Communications, Inc., as amended by that certain
Amendment to and Extension of Time Brokerage Agreement, dated as of December 9,
2003, between Diversified and Atlantic, and that certain Second Amendment to
Time Brokerage Agreement between Diversified and Atlantic (the “TBA”),
pursuant to which Diversified provides programming for television station
WWMB-TV, Myrtle Beach (“WWMB”); and that certain Third Amendment to Time
Brokerage Agreement (the “Third Amendment”) between Sagamore and
Barrington dated as of July 19, 2005 pursuant to which Barrington provides
programming for WWMB effective as of the closing of the Diversified Purchase
Agreement (defined below);


 


WHEREAS,
reference is made to (i) that certain Asset Purchase Agreement, by
and between Diversified and Atlantic, dated July 19, 2005, relating to the
purchase and sale of substantially all of the assets of Atlantic relating to
WWMB, including the rights and interests of Atlantic in and to the TBA (the “Atlantic
Purchase Agreement”), and (ii) that certain Asset Purchase Agreement,
by and among Diversified and Grand Strand Communications (Diversified and Grand
Strand Communications, the “Sellers”) and Barrington and Sagamore (as
partial assignee of Barrington), dated as of July 19, 2005, relating to
the sale of substantially all of the assets of Sellers relating to television
station WPDE-TV, Florence, South Carolina and certain other assets of Sellers
relating to WWMB (the “Diversified Purchase Agreement”);


 


WHEREAS, the closings of the transactions
contemplated by each of the Atlantic Purchase Agreement and the Diversified
Purchase Agreement (the “Closings”) will occur simultaneously, and upon
and simultaneous with the Closings (i) Barrington will acquire and assume
the rights, interests and obligations of Diversified in and to the TBA, and (ii) Sagamore
will acquire and assume the rights, interests and obligations of Atlantic in
and to the TBA;


 


WHEREAS,
effective upon, and simultaneously with, the Closings, and pursuant to and in
accordance with Section 29 of the TBA, the parties hereto desire to amend
certain of the terms and conditions of the TBA, all as provided in this Fourth
Amendment;


 


NOW, THEREFORE, in
consideration of the premises and the mutual covenants and agreements set forth
herein, and for other good and valuable consideration, the receipt and 


 

















 


sufficiency of which are hereby mutually acknowledged,
the parties hereto, intending to be legally bound, hereby agree as follows:


 


1.              Definitions. Capitalized terms not otherwise defined
herein shall have the meaning ascribed thereto in the TBA.


 


2.              Amendments. The TBA shall, subject to Section 4
below, be amended as follows:


 


2.1  Section 4(A) of the TBA, as set
forth in the Third Amendment, is hereby amended by deleting the word “Licensee”
and replacing it with the following:


 


SagamoreHill
Midwest, LLC, a Delaware limited liability company (“Midwest”), the sole member
of Licensee,


 


3.              Reaffirmation of the TBA. Except as expressly provided herein, the TBA is not
amended, modified or affected by this Fourth Amendment, and the TBA and the
rights and obligations of the parties hereto thereunder are hereby ratified and
confirmed by the parties in all respects.


 


4.              Effectiveness of
Amendments. Each
of the amendments of the TBA set forth in this Fourth Amendment shall take
effect, without any further action or consent of the parties hereto, upon and
simultaneously with the consummation of the Closings.


 


5.              Representations and
Warranties. Each
party represents and warrants to the other party as follows:  (a) it is a duly organized and validly
existing corporation or limited liability company (“LLC”), as the case
may be, under the laws of its jurisdiction of incorporation or organization; (b) it
has full corporate or LLC power and authority and has taken all corporate or
LLC action necessary to enter into and perform this Agreement; (c) the
execution and delivery of this Agreement and the transactions contemplated
herein do not violate, conflict with, or constitute a default under its
organizational documents or the terms or provisions of any material agreement
or other instrument to which it is a party or by which it is bound, or any
order, award, judgment or decree to which it is a party or by which it is
bound; and (d) this Agreement is its legal, valid and binding obligation,
enforceable in accordance with the terms and conditions hereof.


 


6.              Counterparts. This Fourth Amendment may be executed
contemporaneously in two or more counterparts, each of which shall be deemed an
original, and it shall not be necessary in making proof of this Fourth
Amendment to produce or account for more than one such counterpart. Each party
will receive by delivery or facsimile transmission a duplicate original of the
Fourth Amendment executed by each party, and each party agrees that the
delivery of the Fourth Amendment by facsimile transmission will be deemed to be
an original of the Fourth Amendment so transmitted.


 


[Signature page follows.]


 


2





















 


IN WITNESS WHEREOF, the parties have caused this
Fourth Amendment to be duly executed and delivered as of the date above.


 


 


	
   

  	
  SAGAMOREHILL
  OF CAROLINA LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Louis S.
  Well

  	
   

  
	
   

  	
   

  	
  Name: Louis S.
  Well

  
	
   

  	
   

  	
  Title: President
  and CEO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BARRINGTON
  BROADCASTING SOUTH

  
	
   

  	
  CAROLINA
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ K. James
  Yager

  	
   

  
	
   

  	
   

  	
  Name:

  	
  K. James Yager

  
	
   

  	
   

  	
  Title:

  	
  President

  
					



 


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