Exhibit 10.11


 


Execution Version


SECOND AMENDMENT
TO

TIME BROKERAGE AGREEMENT


 


This SECOND AMENDMENT
(this “Amendment”) to the Time
Brokerage Agreement, dated as of April 28, 1994, by and among Atlantic Media
Group, Inc., a South Carolina corporation (“Atlantic”),
and Diversified Communications, a Maine corporation (“Diversified”), (as amended by the Amendment to and Extension
of Time Brokerage Agreement dated as of December 9, 2003, the “TBA”), is entered into as of July 19,
2005.


 


WITNESSETH


 


WHEREAS, Diversified and
Atlantic are entering into a sale and purchase agreement dated as of July 19,
2005 (the “Atlantic Purchase Agreement”) pursuant to which Diversified (or its
designee) will purchase, and Atlantic will sell, the assets set forth in the
Atlantic Purchase Agreement related to WWMB-TV, Florence, South Carolina,
including, Atlantic’s rights under the TBA (the “Atlantic Asset Purchase”); and


 


WHEREAS, in consideration
of the Signing Deposit (as defined in the Atlantic Purchase Agreement) and in
order to facilitate the Atlantic Asset Purchase, the parties desire to amend
the TBA as set forth in this Amendment.


 


NOW THEREFORE, in
consideration of the mutual promises contained herein, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:


 


1.        Amendment
to TBA.


 


(a) Section 26 (“Sale of
Station to Broker”) of the TBA is hereby deleted in its entirety and replaced
with the following: 


 


“26. Intentionally
Omitted.”


 


(b) Section 32
(“Assignment”) of the TBA is hereby amended and restated to read in its
entirety as follows: 




“32. Assignment.
This Agreement may not be assigned by Atlantic without the prior written
consent of Broker. Broker may assign any or all of its rights and delegate any
or all of its obligations under this Agreement without the consent of Atlantic provided, however, that no such assignment
and delegation will relieve Broker of its obligations hereunder.”


 


2.         Effectiveness of
Amendment. This Amendment shall be effective as of July 19, 2005.


 


3.         Continued
Effectiveness of TBA. The parties hereto acknowledge and agree that (a)
neither the assignment of Atlantic’s rights under the TBA to Diversified, or
any subsidiary of


 

















 


Diversified, nor the consummation of the Atlantic
Asset Purchase shall have any effect on the TBA and (b) upon and immediately
following the consummation of the Atlantic Asset Purchase, the TBA shall remain
in full force and effect.


 


4.         Ratification.
Except as expressly modified by this Amendment, the TBA shall remain in full force
and effect, and as modified by this Amendment, is expressly ratified and
confirmed by the parties hereto. In the event of any inconsistency between any
of the provisions set forth in this Amendment and any of the provisions of the
TBA, the provisions set forth in this Amendment shall control.


 


5. Counterparts.
This Amendment may be executed by one or more of the parties to this Amendment
in any number of separate counterparts, each of which when so executed, shall
be deemed an original and all said counterparts when taken together shall be
deemed to constitute but one and the same instrument.


 


6. Successors and
Assigns. This Amendment shall be binding upon and inure to the benefit of
each party hereto and its permitted successors and assigns.


 


[Remainder of Page
Intentionally Left Blank]


 


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IN WITNESS WHEREOF, the
parties have executed this Amendment as of the date set forth above.


 


	
   

  	
   

  	
  DIVERSIFIED COMMUNICATIONS

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ David H.
  Lowell

  	
   

  
	
   

  	
   

  	
  Name:

  	
  David H. Lowell

  	
   

  
	
   

  	
   

  	
  Title:

  	
  President and
  Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ATLANTIC MEDIA
  GROUP, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Albert D.
  Ervin

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Albert D. Ervin

  	
   

  
	
   

  	
   

  	
  Title:

  	
  President

  



 


 


 


Signature Page to
Second Amendment to Time Brokerage Agreement


 


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