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Sample Business Contracts

Time Brokerage Agreement - Entertainment Communications Inc., Tuscaloosa Broadcasting Inc., Sinclair Radio of Portland Licensee Inc. and Sinclair Radio of Rochester Licensee Inc.

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                            TIME BROKERAGE AGREEMENT

                                  BY AND AMONG

                       ENTERTAINMENT COMMUNICATIONS, INC.,

                         TUSCALOOSA BROADCASTING, INC.,

                    SINCLAIR RADIO OF PORTLAND LICENSEE, INC.

                                       AND

                   SINCLAIR RADIO OF ROCHESTER LICENSEE, INC.

                          DATED AS OF JANUARY 26, 1998


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<PAGE>




                         TABLE OF SCHEDULES AND EXHIBITS
                         -------------------------------

Schedule 1.1          Programming

Schedule 1.2          Compensation

Schedule 2.1          Programming Policy Statement

Schedule 4.1          Excluded Contracts

Schedule 11.1         Time Broker's Actions and Proceedings

Schedule 11.2         Licensee's Actions and Proceedings





<PAGE>






                                TABLE OF CONTENTS
                                -----------------
                                                                            Page
                                                                            ----
ARTICLE I.    SALE OF TIME.....................................................1


               Section 1.1.   Broadcast of Programming.........................1
               Section 1.2.   Payment..........................................1
               Section 1.3.   Term.............................................2
                                                              
ARTICLE II.   PROGRAMMING AND OPERATING STANDARDS AND PRACTICES................2

               Section 2.1.   Compliance with Standards........................2
               Section 2.2.   Political Broadcasts.............................2
               Section 2.3.   Handling of Communications.......................2
               Section 2.4.   Preemption.......................................3
               Section 2.5.   Broadcasting Obligations of Licensee.............3
               Section 2.6.   Rights in Programs...............................4
               Section 2.7.   "Payola" and "Plugola"...........................4
               Section 2.8.   Advertising and Programming......................4
               Section 2.9.   Format and Transmitter Location..................4
               Section 2.10.  Compliance with Laws.............................4
               Section 2.11.  Certifications...................................5

ARTICLE III.  RESPONSIBILITY FOR EMPLOYEES AND EXPENSES........................5

               Section 3.1.   Time Broker's Employees..........................5
               Section 3.2.   Licensee's Employees.............................5
               Section 3.3.   Time Broker's Expenses...........................5
               Section 3.4.   Operating Expenses...............................6
               Section 3.5.   Employee Matters.................................6

ARTICLE IV.   ASSIGNMENT OF CERTAIN AGREEMENTS AND RIGHTS......................8

               Section 4.1.   Assignment.......................................8
               Section 4.2.   Proration........................................9
               Section 4.3.   Accounts Receivable..............................9

ARTICLE V.    OPERATION OF STATION............................................10


ARTICLE VI.   GRANT OF LICENSES...............................................10

               Section 6.1.   License to Use Station Facilities...............10
               Section 6.2.   License of Intellectual Property................11

                                      i

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ARTICLE VII.  INDEMNIFICATION.................................................11


               Section 7.1.   Indemnification Rights..........................11
               Section 7.2.   Procedures......................................11

ARTICLE VIII. DEFAULT.........................................................12

               Section 8.1.   Time Broker Events of Default...................12
               Section 8.2.   Licensee's Events of Default....................12
               Section 8.3.   Cure Periods....................................12
               Section 8.4.   Other Defaults..................................13

ARTICLE IX.   TERMINATION.....................................................13

               Section 9.1.   Termination.....................................13
               Section 9.2.   Certain Matters Upon Termination................14

ARTICLE X.    REMEDIES .......................................................15


ARTICLE XI.   CERTAIN REPRESENTATIONS, WARRANTIES AND COVENANTS
                OF THE PARTIES................................................15

                Section 11.1.  Representations and Warranties of Time Broker..15
                Section 11.2.  Representations, Warranties and Covenants of
                                Licensee......................................16

ARTICLE XII.  MISCELLANEOUS...................................................17

                Section 12.1.  Modification and Waiver........................17
                Section 12.2.  No Waiver; Remedies Cumulative.................17
                Section 12.3.  Construction...................................17
                Section 12.4.  Headings.......................................17
                Section 12.5.  Successors and Assigns.........................17
                Section 12.6.  Force Majeure..................................17
                Section 12.7.  Broker.........................................18
                Section 12.8.  Counterpart Signatures.........................18
                Section 12.9.  Notices........................................18
                Section 12.10. Entire Agreement...............................19
                Section 12.11. Severability...................................19
                Section 12.12. No Joint Venture...............................19
                Section 12.13. Damage to Stations.............................20
                Section 12.14. Noninterference................................20
                Section 12.15. Regulatory Changes.............................20



                                       ii
<PAGE>


                            TIME BROKERAGE AGREEMENT

         This Time Brokerage Agreement (this "Agreement") is made as of the 26th
day of  January,  1998,  by and  among  Entertainment  Communications,  Inc.,  a
Pennsylvania corporation ("Time Broker"), and Tuscaloosa  Broadcasting,  Inc., a
Maryland corporation ("Tuscaloosa"),  Sinclair Radio of Portland Licensee, Inc.,
a Maryland corporation ("SRPLI") and Sinclair Radio of Rochester Licensee, Inc.,
a Maryland  corporation  ("SRRLI")  (Tuscaloosa,  SRPLI and SRRLI are  sometimes
collectively referred to herein as "Licensee").

         Upon the consummation of the transactions  contemplated by that certain
Asset Purchase  Agreement,  dated July 16, 1997, among Sinclair Broadcast Group,
Inc. ("Sinclair") and various subsidiaries of Heritage Media Corporation ("HMC")
(control of which  subsidiaries,  on August 20, 1997, was transferred to William
G.  Evans,  Trustee)  (HMC  is  sometimes  collectively  referred  to  with  its
subsidiaries  as  "Heritage"),  SRPLI will  become  the  licensee  of  broadcast
stations  KKSN(AM),  Vancouver,   Washington,   KKSN-FM,  Portland,  Oregon  and
KKRH(FM), Salem, Oregon (collectively,  the "Portland Stations"), and SRRLI will
become  the  licensee  of  broadcast  stations  WKLX(FM),  Rochester,  New York,
WBEE(FM), Rochester, New York, WBBF(AM), Rochester, New York and WQRV(FM), Avon,
New York (collectively,  the "Rochester Stations" and together with the Portland
Stations,  the  "Stations").  Time Broker and  Licensee  desire to enter into an
agreement  providing  for the  programming  and sale,  upon the  acquisition  by
Licensee of the Stations from Heritage,  of  substantially  all of the broadcast
time of the Stations to Time Broker, subject to and in compliance with the rules
and policies of the Federal Communications Commission (the "FCC").

         Simultaneously  herewith, Time Broker and Licensee are entering into an
Asset  Purchase   Agreement  (the  "Purchase   Agreement")   providing  for  the
acquisition by Time Broker of the Stations.

         Accordingly,  in  consideration  of the  foregoing  and  of the  mutual
promises,  covenants,  and  conditions  set forth  below,  the parties  agree as
follows:

                                   ARTICLE I.
                                  SALE OF TIME

         Section 1.1.  Broadcast of  Programming.  Effective  upon the date (the
"Commencement  Date")  that is the later to occur of (a) the date that  Licensee
acquires the Stations  from  Heritage or (b) the date that is ten (10)  business
days after the expiration or early  termination of any waiting period applicable
to the  transfer  of the  Stations to Time  Broker  under the  Hart-Scott-Rodino
Antitrust  Improvements Act of 1976, as amended (the "HSR Act"),  Licensee shall
broadcast on the Stations,  or cause to be broadcast on the  Stations,  programs
which are  presented  to it by Time  Broker as  described  in greater  detail on
Schedule 1.1 (the "Programming").

         Section 1.2.  Payment.  Time Broker shall pay Licensee for broadcast of
the Programming  the amounts set forth in Schedule 1.2 (the "Monthly  Payment"),
subject to adjustment  as set forth in Sections 2.4 and 2.5 below.  All payments
shall  be made by wire
                                       1
<PAGE>


transfer  of  immediately-available  funds  by the  last  business  day of  each
calendar month, in arrears, to which such payment pertains.

         Section 1.3. Term.  This Agreement  shall commence on the  Commencement
Date and shall  terminate  on the earlier of (i) 12:01 a.m. on the Closing  Date
(as defined in the Purchase  Agreement) under the Purchase  Agreement,  (ii) the
date the Purchase  Agreement is terminated,  or (iii) the date this Agreement is
terminated pursuant to Section 9.1 hereof.


                                  ARTICLE II.
                PROGRAMMING AND OPERATING STANDARDS AND PRACTICES

         Section 2.1.  Compliance with Standards.  All Programming  delivered by
Time  Broker  during  the term of this  Agreement  shall be in  accordance  with
applicable statutes,  FCC requirements and the programming policies set forth on
Schedule 2.1. Licensee reserves the right to refuse to broadcast any Programming
containing  matter which the Licensee  believes is unsuitable or not  consistent
with the needs and  interests  of its service  area or may be  violative  of any
right of any third party,  or which may  constitute a "personal  attack" as that
term is and has been defined by the FCC or which Licensee reasonably  determines
is, or in the reasonable  opinion of Licensee may be deemed to be, indecent (and
not broadcast during the safe harbor for indecent programming established by the
FCC) or obscene by the FCC or any court or other  regulatory body with authority
over Licensee or the Station.

         Section  2.2.  Political  Broadcasts.  Time Broker  shall  maintain and
deliver to Licensee all records and information required by the FCC to be placed
in the public  inspection  files of the Stations  pertaining to the broadcast of
political programming and controversial issue advertisements, in accordance with
the provisions of Sections 73.1212 and 73.3526 of the FCC's rules, and agrees to
broadcast  sponsored  programming  addressing  political issues or controversial
subjects of public  importance,  in  accordance  with the  provisions of Section
73.1212 of the FCC's  rules.  Time  Broker  shall  consult  and  cooperate  with
Licensee and adhere to all applicable  statutes and the rules,  regulations  and
policies  of the FCC,  as  announced  from  time to time,  with  respect  to the
carriage of political  advertisements  and programming and the charges permitted
therefor.  Time Broker shall  promptly  provide to Licensee  such  documentation
relating to such  programming  as Licensee is required to maintain in its public
inspection  files or as Licensee  shall  reasonably  request.  Licensee shall be
responsible for the maintenance of the public inspection files of the Stations.

         Section 2.3.  Handling of  Communications.  Time Broker shall cooperate
with Licensee in promptly responding to all mail, cables, telegrams or telephone
calls directed to the Stations in connection  with the  Programming  provided by
Time  Broker or any other  matter  relevant to its  responsibilities  hereunder.
Promptly   upon  receipt,   Time  Broker  shall  provide   copies  of  all  such
correspondence  to Licensee.  Time Broker shall promptly  advise Licensee of any
public  or FCC  complaint  or  inquiry  known  to Time  Broker  concerning  such
Programming,  and shall  provide  Licensee  with  copies of any  letters to Time
Broker from the public,  including complaints concerning such Programming.  Upon
Licensee's request,  Time Broker shall provide Licensee with such information as
will allow Licensee to respond to such complaints and inquiries. Notwithstanding
the  foregoing, Licensee shall  handle  all matters or inquiries relating

                                       2
<PAGE>


to FCC complaints and any other matters required to be handled by Licensee under
the rules and regulations of the FCC.

         Section  2.4.  Preemption.  Licensee  may,  from time to time,  preempt
portions of the  Programming to broadcast  emergency  information or programs it
deems would better serve the public  interest.  Time Broker shall be notified at
least one week in advance of any  preemption of any of the  Programming  for the
purpose of  broadcasting  programs  Licensee deems necessary to better serve the
public  interest  unless such advance  notice is impossible or  impractical,  in
which  case  Licensee  shall  notify  Time  Broker  promptly  upon  making  such
determination.  In the  event  of any  such  preemption,  Time  Broker  shall be
entitled to a credit against any other amounts due Licensee under this Agreement
in an amount equal to the product of (a) the Monthly  Payment and (b) the result
of dividing  the number of hours so affected  by the  aggregate  number of hours
available for Programming during such month.  Licensee  represents and covenants
that  preemption  pursuant  to this  Section  2.4 shall only occur to the extent
Licensee deems  necessary to carry out its  obligations as an FCC licensee,  and
expressly  agrees that its right of  preemption  shall not be exercised  for the
commercial advantage of Licensee or others.

         Section 2.5. Broadcasting  Obligations of Licensee.  During the term of
this  Agreement,  except as set forth in Sections  2.1 and 2.4 and this  Section
2.5,  Licensee  will  broadcast  the  Programming  in  its  entirety  (including
commercials), without interruption, deletion or addition of any kind:

            i.  Licensee  may   temporarily   refrain  from   broadcasting   the
Programming from the main transmitter of each Station between the hours of 12:30
a.m. and 5:30 a.m.  (or at such other time in the event that weather  conditions
or  contractual  arrangements  relating to  transmitter  sites  dealing with the
exposure of humans to RF  radiation  so require or as may  otherwise be required
under compelling  circumstances that cannot be rescheduled  between the hours of
12:30 a.m.  and 5:30 a.m.) in order to perform  normal,  customary  and  routine
maintenance  on the  Station's  main  transmitting  facilities;  provided,  that
Licensee  shall provide  written  notice to Time Broker of its intent to refrain
from  broadcasting  the Programming from the main transmitter of each Station at
least forty-eight (48) hours in advance,  except when an emergency requires such
suspension,  and provided  further that  Licensee  shall use its best efforts to
minimize the impact,  frequency  and duration of such  interruptions,  including
without  limitation  by way of use of  any  auxiliary  transmitter  that  may be
available for the applicable Station; and

            ii. Licensee may temporarily cease broadcasting the Programming from
the main  transmitter  of each  Station as a result of a technical  malfunction,
natural disaster, act of public enemy, act of God, or any other cause beyond the
control  of  Licensee;  provided  that  in any  such  case,  Licensee  will  act
expediently  and use its best efforts to resume the broadcast of the Programming
from  the  main  transmitter  of  each  Station  as  quickly  as the  applicable
circumstances  will  allow,  and will  use its best  efforts  to  broadcast  the
Programming  from  any  auxiliary  transmitter  that  may be  available  for the
applicable Station.

         In the event of any  interruption  pursuant to this Section (other than
(a) interruption pursuant to Section 2.5(i) occurring between the hours of 12:30
a.m. and 5:30 a.m. and (b)

                                       3

<PAGE>


interruption  pursuant to Section 2.5(ii)), if Licensee is not able to broadcast
the Programming from an available  auxiliary  transmitter,  Time Broker shall be
entitled  to a  credit  against  the  Monthly  Payment  or any  other  sums  due
hereunder,  in an amount equal to the product of (a) the Monthly Payment and (b)
the result of dividing the number of hours so affected by the  aggregate  number
of hours available for Programming during such month.

         Section 2.6. Rights in Programs.  All right,  title and interest in and
to the Programming, and the right to authorize the use of the Programming in any
manner  and in any media  whatsoever,  shall be and  remain  vested at all times
solely in Time Broker.

         Section 2.7.  "Payola" and  "Plugola".  Time Broker agrees that it will
not accept any gift, gratuity or other consideration, including, but not limited
to, a  commission,  discount,  bonus,  material  supplies or other  merchandise,
services or labor (collectively,  the "Consideration"),  directly or indirectly,
from any person or company for the playing of records,  the  presentation of any
programming  or the broadcast of any commercial  announcement  over the Stations
unless  the payor is  identified  in the  program  for which  Consideration  was
provided as having paid for or furnished such Consideration,  in accordance with
the  Communications Act of 1934, as amended (the  "Communications  Act") and the
FCC  requirements.  It is  further  understood  and  agreed  that no  commercial
message,  plugs, or undue reference shall be made in programming  presented over
the Stations to any business venture,  profit-making  activity or other interest
(other  than  non-commercial  announcements  for  bona  fide  charities,  church
activities or other public service activities) unless the payor is identified in
the program for which Consideration was provided as having paid for or furnished
such  Consideration,  in  accordance  with  the  Communications  Act and the FCC
requirements. In addition, Time Broker agrees that it will take steps, including
the  continuation  of Licensee's  system for periodic  execution of  affidavits,
reasonably designed to assure that it, its employees and agents comply with this
Section 2.7.

         Section  2.8.   Advertising   and   Programming.   Beginning  with  the
Commencement  Date,  Time Broker  shall be solely  responsible  for any expenses
incurred in  connection  with and shall be entitled to all revenue from the sale
of advertising or program time in the Programming.  Except as otherwise provided
herein,  Time  Broker  does not  assume any  obligation  of  Licensee  under any
contract or  advertising  arrangement  entered  into by Licensee on or after the
Commencement  Date.  Licensee shall  indemnify Time Broker for the amount of any
lost revenue caused by any sale of advertising  time made by Licensee that would
lower the Station's lowest unit charge for political advertising.

         Section 2.9. Format and Transmitter Locations.  During the term of this
Agreement,  except as  otherwise  consented  to in  writing  by  Licensee  or as
otherwise  provided in the following  sentence,  Time Broker agrees that it will
not make any material changes in the Stations' existing  programming  formats or
seek to change  the  location  of any of the  Stations'  studio or  transmitting
facilities.  Notwithstanding the foregoing, (i) the parties expressly agree that
Time  Broker,  in its sole  discretion,  is  permitted  during  the term of this
Agreement to exchange the programming formats on KKSN(AM) and KFXX(AM) (which is
owned and  operated  by Time  Broker)  (it being  understood  that,  should this
Agreement  terminate  other than as a result of the  Closing  (as defined in the
Purchase  Agreement) under the Purchase Agreement,

                                       4


<PAGE>
Time  Broker  shall,  promptly  upon such  termination,  change the  programming
formats on each such station back to their programming formats  substantially as
they exist on the date of this  Agreement) and (ii) Licensee agrees that it will
not  unreasonably  withhold  consent to any request by Time Broker to change the
programming format for WBBF(AM).

         Section  2.10.  Compliance  with Laws.  At all times during the term of
this Agreement,  Time Broker and Licensee shall comply in all material  respects
with all applicable federal, state and local laws, rules and regulations.

         Section 2.11. Certifications.  Pursuant to Section 73.3555(a)(3)(ii) of
the FCC's rules,  Licensee certifies that it maintains ultimate control over the
Station's  facilities,  including  specifically  control over station  finances,
personnel  and  programming,  and Time  Broker  certifies  that  this  Agreement
complies with the provisions of Section 73.3555(a) of the FCC's rules.


                                  ARTICLE III.
                    RESPONSIBILITY FOR EMPLOYEES AND EXPENSES

         Section 3.1. Time Broker's  Employees.  Time Broker shall employ and be
responsible  for the payment of salaries,  taxes,  insurance and all other costs
related to all personnel  used in the production of the  Programming.  Except as
provided in Section 3.5 with respect to Transferred Employees,  Time Broker will
not incur any liability on account of Licensee's  employees arising and accruing
prior to the Commencement Date including, without limitation, any such liability
on account of unemployment  insurance  contributions,  termination and severance
payments, accrued sick leave or accrued vacation.

         Section  3.2.  Licensee's  Employees.  Licensee  shall  employ  and  be
responsible  for the payment of salaries,  taxes,  insurance and all other costs
related to the personnel  necessary to fulfill its  obligations  as Licensee and
under this  Agreement,  and to produce  Licensee's  programming  on the Stations
subject to  reimbursement as provided in Schedule 1.2. Time Broker shall have no
authority  and shall not supervise  persons in the employ of Licensee  after the
Commencement Date.  Licensee  acknowledges that its employees may have access to
certain  confidential  information of Time Broker.  Licensee  shall,  therefore,
inform its employees of the confidential  nature of such information and require
that each such employee keep such information confidential.

         Section  3.3.  Time  Broker's  Expenses.  Time Broker shall pay for all
costs associated with the production and delivery of the Programming,  including
but not limited to (i) all ASCAP,  BMI, SESAC and other copyright fees, (ii) any
expenses  incurred in connection  with its sale of  advertising  time  hereunder
(including   without  limitation  sales  commissions)  in  connection  with  the
Programming and (iii) the salaries,  taxes,  insurance and related costs for all
of Time Broker's  personnel used in the production of the Programming and all of
Time Broker's sales personnel  (including  salespeople,  traffic personnel,  and
programming staff).

         Section 3.4. Operating Expenses.  Licensee shall be responsible for the
payment when due of all fees and expenses  relating to operation and maintenance
of the  Stations to the extent  necessary  for Licensee to maintain the licensed
transmitting capability of the
                                       5

<PAGE>

Stations and to fulfill its obligations as an FCC licensee,  including,  without
limitation,  salaries,  benefits and similar expenses for Licensee's  employees,
Licensee's  federal,   state  and  local  taxes,  rent,   utilities   (excluding
telephone),  maintenance  and repairs at each of the Station's  transmitter  and
studio  sites,  any capital  expense at each of the  Station's  transmitter  and
studio sites,  insurance on the Stations'  equipment,  insurance  deductibles on
claims on the Stations'  equipment,  and ad valorem  property taxes,  subject to
reimbursement as provided in Schedule 1.2.

         Section 3.5.      Employee Matters.

3.5.1 On the  Commencement  Date, Time Broker shall offer  employment to each of
the  employees of the  Stations  (including  those on leave of absence,  whether
short-term,  long-term,  family, maternity,  disability, paid, unpaid or other),
other than those employees that are retained by Licensee pursuant to Section 3.2
above during the term of this Agreement,  at a comparable  salary,  position and
place of  employment  as held by each  such  employee  immediately  prior to the
Commencement  Date (such  employees who are given such offers of employment  are
referred  to herein as the  "Transferred  Employees").  Nothing in this  Section
3.5.1 is intended to guarantee  employment for any Transferred  Employee for any
length of time after the Commencement Date.

              3.5.2 Except as provided  otherwise in this Section 3.5,  Licensee
shall pay, discharge and be responsible for (a) all salary and wages arising out
of or relating to the  employment of the employees of the Stations  prior to the
Commencement  Date and (b) any employee benefits arising under the Benefit Plans
(as defined in the Purchase  Agreement) of Licensee and their Affiliates  during
the period prior to the Commencement Date. From and after the Commencement Date,
Time Broker shall pay,  discharge and be responsible  for all salary,  wages and
benefits  arising  out of or  relating  to  the  employment  of the  Transferred
Employees by Time Broker on and after the  Commencement  Date. Time Broker shall
be  responsible  for all severance  Liabilities  (as such term is defined in the
Purchase Agreement),  and all COBRA Liabilities for any Transferred Employees of
the Stations terminated on or after the Commencement Date.

              3.5.3 Time Broker shall cause all Transferred  Employees as of the
Commencement Date to be eligible to participate in the "employee welfare benefit
plans" and "employee pension benefit plans" (as defined in Section 3(1) and 3(2)
of ERISA,  respectively) of Time Broker in which similarly situated employees of
Time Broker are generally eligible to participate;  provided,  however, that all
Transferred  Employees  and their spouses and  dependents  shall be eligible for
coverage immediately after the Commencement Date (and shall not be excluded from
coverage on account of any  preexisting  condition) to the extent provided under
such plans with respect to Transferred Employees.

              3.5.4 For purposes of any length of service requirements,  waiting
periods,  vesting periods or differential benefits based on length of service in
any such  plan for  which a  Transferred  Employee  may be  eligible  after  the
Commencement  Date,  Time Broker shall ensure that,  to the extent  permitted by
law,  service  by such  Transferred  Employee  with  Heritage,  Licensee  or any
Affiliate of Heritage or Licensee  shall be deemed to have been service with the
Time  Broker.  In  addition,  Time Broker  shall  ensure  that each  Transferred
Employee  receives  credit under any welfare benefit plan of Time Broker for any
deductibles  or  co-payments  paid by


                                       6



such  Transferred  Employee and his or her  dependents for the current plan year
under a plan  maintained by Heritage or Licensee or any Affiliate of Heritage or
Licensee.  Time Broker shall grant credit to each  Transferred  Employee for all
sick leave in accordance with the policies of Time Broker  applicable  generally
to its  employees  after  giving  effect to service for  Heritage or Licensee as
service  for Time  Broker.  To the  extent  taken into  account  in  determining
prorations  under Section 4.2 hereunder,  Time Broker shall assume and discharge
Licensee's  liabilities  for the payment of all unused vacation leave accrued by
Transferred  Employees as of the Commencement Date. To the extent any claim with
respect to such accrued vacation leave is lodged against Licensee,  with respect
to any  Transferred  Employee,  Time  Broker  shall  indemnify,  defend and hold
harmless  Licensee from and against any and all losses,  directly or indirectly,
as a result of, or based upon or arising from the same,  up to the amount of the
proration credit received by Time Broker under Section 4.2 for such items.

                         3.5.5 [Intentionally omitted]

                         3.5.6 As soon as practicable following the Commencement
Date,  Time Broker shall establish and maintain a defined  contribution  plan or
plans  (which may be a  preexisting  plan or plans) (the "Time  Broker's  Plan")
intended to be qualified under Section 401(a) and 401(k) of the Internal Revenue
Code of 1986,  as amended  (the  "Code"),  for the  benefit  of the  Transferred
Employees.   Effective  as  of  the  Commencement  Date,  Licensee  shall  cause
appropriate amendments to be made to its defined contribution plan or plans (the
"Licensee's  Plan") to provide  that the  Transferred  Employees  shall be fully
vested in their accounts under the Licensee's Plan. As soon as practicable after
the  Commencement  Date, Time Broker shall take all necessary  action to qualify
Time Broker's Plan under the  applicable  provisions of the Code  (including but
not limited to Section 401), if it is not yet so qualified,  and Time Broker and
Licensee  shall make any and all  filings  and  submissions  to the  appropriate
governmental  agencies  required  to be  made by them  in  connection  with  the
transfer of assets  described  hereafter.  As soon as practicable  following the
earlier of the receipt of a  favorable  determination  letter from the  Internal
Revenue Service  regarding the qualified  status of both the Licensee's Plan and
the Time Broker's  Plan (each as amended to the date of transfer) or sooner,  if
Licensee and Time Broker so agree,  Licensee  shall cause to be  transferred  to
Time  Broker's  Plan,  in  cash,  all  of the  individual  account  balances  of
Transferred  Employees under the Licensee's Plan, including any outstanding plan
participant loan receivables allocated to such accounts.

                         3.5.7 Subject to Section 3.2, Time Broker  acknowledges
and agrees that Time  Broker's  obligations  pursuant to this Section 3.5 are in
addition to, and not in limitation  of, Time  Broker's  obligation to assume the
employment contracts set forth on Schedule 2.1.8 to the Purchase Agreement.

                         3.5.8 Except as otherwise  provided in this Section 3.5
or in any  employment,  severance or  retention  agreements  of any  Transferred
Employees, all Transferred Employees shall be at-will employees, and Time Broker
may terminate  their  employment or change their terms of employment at will. No
employee (or beneficiary of any employee) of Seller may sue to enforce the terms
of this Agreement,  including  specifically this Section 3.5, and no employee or
beneficiary  shall be treated as a third party  beneficiary  of this  Agreement.
Except to the extent provided for herein,  Time Broker may cover the Transferred
Employees


                                       7

under existing or new benefit plans, programs,  and arrangements,  and may amend
or terminate any such plans, programs, or arrangements at any time.

                         3.5.9 Upon the  Closing  (as  defined  in the  Purchase
Agreement) of the Purchase Agreement, Time Broker shall offer employment to each
of the employees of the Stations that have been retained during the term of this
Agreement by Licensee  pursuant to Section 3.2. Such offer of employment will be
at a comparable  salary,  position and place of  employment as held by each such
employee  immediately  prior to the  Closing  Date (as  defined in the  Purchase
Agreement)  (such employees who are given such offers of employment are referred
to herein as the "Closing Date Transferred Employees").  Nothing in this Section
3.5.9 is intended to guarantee  employment for any such Closing Date Transferred
Employee  for any  length of time  after the  Closing  Date (as  defined  in the
Purchase Agreement).  Upon the Closing (as defined in the Purchase Agreement) of
the Purchase  Agreement,  the provisions of Sections 3.5.2 through and including
3.5.8 of this  Agreement  shall  also  apply to such  Closing  Date  Transferred
Employees  after  substituting  (i) "Closing  Date  Transferred  Employees"  for
"Transferred   Employees,"  in  each  instance,  and  (ii)  "Closing  Date"  for
"Commencement Date," in each instance.


                                  ARTICLE IV.
                   ASSIGNMENT OF CERTAIN AGREEMENTS AND RIGHTS

          Section 4.1.  Assignment.  On the  Commencement  Date,  Licensee shall
assign  to Time  Broker  all  Station  Contracts  (as  defined  in the  Purchase
Agreement)  other  than  those  contracts  and other  agreements  identified  on
Schedule  4.1 (the  "Excluded  Contracts").  All such  Station  Contracts  to be
assigned  hereunder are referred to  collectively  as the "Assigned  Contracts."
Time Broker shall assume, pay, perform, and discharge all liabilities arising on
or after the Commencement Date under the Assigned Contracts (including,  without
limitation,   Trade-out   Agreements)   pursuant  to  their  terms  (except  for
liabilities for any breaches  thereunder by Licensee or Heritage occurring prior
to the  Commencement  Date).  Licensee  has  provided  Time Broker with true and
complete copies,  including amendments,  of the Assigned Contracts. The Assigned
Contracts are freely  assignable,  or, if consent of the other contracting party
to the assignment is required,  Licensee shall make  reasonable  best efforts to
obtain  all such  consents  prior to the  Commencement  Date.  Subject to and in
compliance with the provisions of Section 3.3 of the Purchase Agreement,  to the
extent that any such consents are not obtained prior to the  Commencement  Date,
during the  period  between  the  Commencement  Date and the date that  Licensee
obtains  such  consent,  the  parties  shall  cooperate  to cause Time Broker to
receive the benefit of the Assigned Contract in exchange for performance by Time
Broker of all of Licensee's  obligations under such Assigned Contract (including
but not limited to the payment to Licensee of all amounts due under the Assigned
Contract on and after the Commencement Date for services provided by Licensee).

          Section 4.2.  Proration.  All expenses  and income  arising  under the
Assigned  Contracts shall be prorated between Licensee and Time Broker as of the
Commencement  Date in a manner  such  that the  costs  and  benefits  thereunder
through  the date  before  the  Commencement  Date  shall be for the  account of
Licensee and, thereafter,  during the term of this Agreement, for the account of
Time  Broker.  With  respect to any items of salary,  accrued  vacation or other

                                       8

<PAGE>


benefits relating to Transferred  Employees,  such prorations shall also include
an amount payable for applicable  payroll taxes. Such proration shall include an
adjustment for Trade-out Agreements (as defined in the Purchase Agreement) which
are included in the Assigned  Contracts only to the extent that any Net Negative
Trade Balance (as defined below) for the Stations exceeds $50,000. "Net Negative
Trade  Balance"  means the extent,  if any, to which the value (at current rates
for time on each Station as of the Commencement Date) of unfulfilled obligations
of the Station under Trade-out Agreements exceed the stated consideration yet to
be  received  by  the  Station  pursuant  to  such  Trade-out  Agreements.  Such
prorations  shall be  completed  and any  necessary  payments on account of such
prorations  paid  within  sixty  (60)  days  of the  Commencement  Date.  If any
disagreement with respect to the proration of such income and expenses cannot be
resolved by the parties, Licensee and Time Broker will select a certified public
accountant  knowledgeable in the broadcast industry to resolve the dispute.  The
parties  will  use  their  best  efforts  in good  faith  to  cause  to occur as
expeditiously  as possible the appointment of the certified  public  accountant,
and once  appointed,  the  resolution  of the dispute.  The  resolution  of such
accountant shall be binding on the parties and subject to judicial  enforcement.
Payment  of the cost of the  accountant  shall be shared  equally  between  Time
Broker and Licensee.

          Section 4.3.  Accounts  Receivable.  All cash accounts  receivable for
broadcasts  on the  Stations  which  occur prior to the  Commencement  Date (the
"Accounts  Receivable") shall belong to Licensee and all Accounts Receivable for
Programming  which occurs  thereafter  shall  belong to Time Broker.  Within ten
business (10) days following the  Commencement  Date,  Licensee shall deliver to
Time Broker a schedule of Cash  Accounts  Receivable  for the Stations as of the
Commencement  Date,  by accounts  and the amounts  then owing (the  "Schedule of
Accounts Receivable"). Time Broker agrees to use its reasonable efforts (with at
least the care and  diligence  that Time Broker uses to collect its own accounts
receivable)  to collect for  Licensee its  Accounts  Receivable  as shown on the
Schedule  of  Accounts  Receivable  delivered  by  Licensee  for a period of one
hundred fifty (150) days following the Commencement  Date;  provided,  that Time
Broker's obligation to collect the Accounts Receivable shall survive the Closing
Date (as defined in the Purchase  Agreement)  to the extent  necessary  for Time
Broker to collect the  Accounts  Receivable  for a period of one  hundred  fifty
(150) days following the Commencement Date. All payments received by Time Broker
from any  customer  whose name  appears in the  Schedule of Accounts  Receivable
shall be first applied to the oldest balance then due on the Accounts Receivable
unless the account  debtor  indicates  in writing  that payment is to be applied
otherwise  due to a dispute over an Account  Receivable.  Time Broker shall keep
accurate records of the payment  received by it on such Accounts  Receivable and
Licensee  shall have  access at  reasonable  times to Time  Broker's  records to
verify such status of the Accounts  Receivable.  On the fifth day  following the
last day of each month  during such one  hundred  fifty (150) day period (or, if
any such day is a Saturday,  Sunday or holiday, on the next day on which banking
transactions  are  resumed),  Time Broker  shall  remit to Licensee  collections
received by Time Broker with  respect to the Accounts  Receivable.  Any Accounts
Receivable that have not been collected  within such one hundred fifty (150) day
period  shall be  reassigned,  without  recourse to Time  Broker,  to  Licensee,
together with all records in connection therewith, whereupon Licensee may pursue
collection thereof in such manner as it, in its sole discretion,  may determine.
Time Broker shall not make any referral or compromise of any Accounts

                                       9

Receivable  to a  collection  agency or attorney  for  collection  and shall not
compromise  for less than full value any  Account  Receivable  without the prior
written consent of Licensee.  Except to remit collected  Accounts  Receivable in
accordance  herewith,  Time Broker  shall have no  liability  or  obligation  to
Licensee  with  respect  to the  collection  of its  accounts  and  shall not be
obligated to take any action to collect such accounts.


                                   ARTICLE V.
                              OPERATION OF STATION

              Notwithstanding  any provision of this  Agreement to the contrary,
Licensee  shall retain full  authority and power with respect to the  management
and operation of the Stations during the term of this Agreement.  Licensee shall
employ the General  Manager of the Stations and such other personnel as Licensee
determines  may be necessary to fulfill its  obligations as a licensee under the
Communications  Act and its  obligations in accordance  with Section 3.2 hereof.
Licensee shall retain full authority and control over the policies,  programming
and  operations of the Stations,  including,  without  limitation,  the decision
whether to preempt  Programming in accordance with Section 2.4 hereof.  Licensee
shall  have  ultimate   responsibility   to  effectuate   compliance   with  the
Communications  Act and with FCC rules,  regulations  and policies.  In no event
shall Time Broker or its employees represent,  depict,  describe or portray Time
Broker as the licensee of the Stations.


                                  ARTICLE VI.
                                GRANT OF LICENSES

              Section 6.1.  License to Use Station  Facilities.  Effective as of
the Commencement Date,  Licensee grants Time Broker permission to access and use
all of the  studio  and  office  space  and  other  facilities  of the  Stations
("Station  Facilities")  and all equipment  and  furnishings  contained  therein
("Station   Equipment")   as  reasonably   necessary  for  the   production  and
broadcasting of the Programming and sales and  administration  relating thereto,
in accordance with the terms set forth in this Article VI. Time Broker shall not
remove from the Station  Facilities or modify any Station  Equipment owned by or
leased or licensed to Licensee without  Licensee's  prior written consent,  such
consent not to be unreasonably  withheld.  Licensee shall not license the use of
the Station Facilities to any other party during the term of this Agreement; and
Time  Broker's  use of the  Station  Facilities  shall be  exclusive  except for
Licensee's  right to use such  facilities as it deems  appropriate in connection
with  the  satisfaction  of its  obligations  as the  Licensee  of the  Station,
including the use of such facilities and adequate office space for the employees
of Licensee that are required for Licensee to comply with its obligations  under
Sections  3.2 and 5  hereof.  Time  Broker  shall use due care in the use of any
property  of  Licensee.  Time Broker  shall  indemnify  Licensee  for any damage
(normal wear and tear excepted) to Licensee's  property caused by Time Broker or
any employee,  contractor, agent or guest of Time Broker. Time Broker shall have
the right to install any additional  equipment at the Station  Facilities deemed
by Time Broker to be necessary  to deliver the  Programming.  If this  Agreement
shall terminate other than pursuant to the Closing under the Purchase Agreement,
Time Broker shall,  promptly after such  termination,  remove all such equipment
and make all repairs necessitated by such removal.

                                       10

<PAGE>


              Section 6.2. License of Intellectual Property. Effective as of the
Commencement  Date and subject to the terms of any existing  license  agreement,
Licensee grants Time Broker the right to use all intellectual  property owned by
or  licensed  to  Licensee  and used  solely in the  operation  of the  Stations
(including,  but not limited to, logos,  jingles,  promotional  materials,  call
signs and goodwill). Time Broker shall own all trademarks,  service marks, trade
names,  characters,   formats,   jingles,   promotional  materials,   logos  and
positioning statements which Time Broker develops for the Programming during the
term of this Agreement.

                                  ARTICLE VII.
                                 INDEMNIFICATION

         Section 7.1. Indemnification Rights. Each party will indemnify and hold
harmless the other party,  and the  directors,  officers,  partners,  employees,
agents  and  affiliates  of such  other  party,  from  and  against  any and all
liability,  including without limitation  reasonable attorneys' fees arising out
of or incident to (i) any breach by such party of a representation,  warranty or
covenant made herein,  (ii) the programming  produced or furnished by such party
hereunder,  or (iii) the conduct of such party,  its  employees,  contractors or
agents (including  negligence) in performing its or their obligations hereunder.
Without limiting the generality of the foregoing,  each party will indemnify and
hold harmless the other party, and the directors, officers, partners, employees,
agents  and  affiliates  of such  other  party,  from  and  against  any and all
liability  for libel,  slander,  infringement  of  trademarks,  trade names,  or
program titles,  violation of rights of privacy,  and infringement of copyrights
and proprietary  rights resulting from the programming  produced or furnished by
it hereunder. The parties'  indemnification  obligations hereunder shall survive
any termination or expiration of this Agreement.

         Section 7.2. Procedures.  Any party seeking  indemnification under this
Agreement  (the  "Indemnified  Party")  shall  promptly give the party from whom
indemnification is sought (the "Indemnifying Party") written notice of any claim
or the commencement of any action or proceeding for which the Indemnified  Party
may  seek   indemnification,   and  the  Indemnified   Party  shall  permit  the
Indemnifying  Party to assume the  defense  of any such claim or any  litigation
resulting  from such  claim,  unless  injunctive  relief is sought  against  the
Indemnified  Party in which case the  Indemnified  Party shall have the right to
join in any defense.  The Indemnified  Party's failure to give the  Indemnifying
Party notice under this clause  shall not  preclude the  Indemnified  Party from
seeking  indemnification  from the Indemnifying  Party except to the extent that
the  Indemnified  Party's  failure has materially  prejudiced  the  Indemnifying
Party's ability to defend the claim or litigation.  The Indemnifying Party shall
not settle any claim for which the Indemnified  Party seeks  indemnification  or
consent to entry of any judgment in litigation arising from such a claim without
obtaining  a written  release of the  Indemnified  Party from all  liability  in
respect of such claim or litigation.  If the Indemnifying Party shall not assume
the  defense  of  any  such  claim  or  litigation  resulting  therefrom,  or if
injunctive relief is sought against the Indemnified Party, the Indemnified Party
may defend  against or settle such claim or  litigation in such manner as it may
deem  appropriate,  and in such  cases,  upon a written  demand  therefore,  the
Indemnifying  Party shall promptly reimburse the Indemnified Part for the amount
of all  reasonable  expenses,  legal or otherwise,  incurred by the  Indemnified
Party in  connection  with the defense  against or  settlement  of such claim or
litigation.  In addition, if the Indemnifying Party shall not assume the defense
of any such claim or litigation resulting therefrom,  or if


                                       11
<PAGE>

injunctive relief is sought against the Indemnified  Party, and if no settlement
of  the  claim  or  litigation  is  made,  upon  written  demand  therefor,  the
Indemnifying Party shall promptly reimburse the Indemnified Party for the amount
of any judgment  rendered with respect to such claim or in such  litigation  and
for all reasonable  expenses,  legal or otherwise,  incurred by the  Indemnified
Party in the defense against such claim or litigation.

                                 ARTICLE VIII.
                                     DEFAULT

              Section 8.1. Time Broker Events of Default.  The occurrence of any
of the following,  after the expiration of the applicable cure periods,  if any,
will be deemed to be an Event of Default by Time  Broker  under this  Agreement:
(a) Time  Broker's  failure to timely pay any Monthly  Payment  provided  for in
Section  1.2 or other  payments  required  hereunder;  (b)  except as  otherwise
provided  for in this  Agreement,  the  failure  of Time  Broker to  supply  the
Programming;  (c) any termination of this Agreement by Time Broker other than as
permitted in Section 9.1; or (d) the issuance by the FCC of an order designating
an evidentiary hearing which arises out of, relates to or is attributable solely
to the acts or  omissions  of Time Broker  under this  Agreement  but  excluding
issues which are based upon Licensee's  conduct  hereunder for which Time Broker
may be held responsible.

              Section 8.2.  Licensee's Events of Default.  The occurrence of any
of the following,  after the expiration of the applicable cure periods,  if any,
will be deemed to be an Event of Default by Licensee under this  Agreement:  (a)
except as otherwise  provided for in this Agreement,  the failure of Licensee to
broadcast the  Programming;  (b) any  termination  of this Agreement by Licensee
other than as  permitted  in Section  9.1; or (c) the  issuance by the FCC of an
order  designating an evidentiary  hearing which arises out of, relates to or is
attributable solely to the acts or omissions of Licensee under this Agreement or
during any period prior to the Commencement  Date during which Licensee owns the
Stations,  but  excluding  issues  which are based  upon Time  Broker's  conduct
hereunder for which Licensee may be held responsible.

              Section  8.3.  Cure  Periods.  The cure  periods  before any event
listed in Sections 8.1 or 8.2 shall become an Event of Default are as follows:


                        (a) Payment by Time Broker. The Monthly Payment or other
payments required  hereunder to be paid to Licensee must be received by Licensee
within five (5) business days after Licensee gives written notice of non-payment
to Time Broker.

                        (b) Certain  Matters.  There shall be no cure period for
(i) the  matters  relating  to the FCC set  forth in  Sections  8.1(d) or 8.2(c)
hereof,  (ii) a termination by Time Broker described in Section 8.1(c); or (iii)
a termination by Licensee described in Section 8.2(b) hereof.

                        (c) Programs and Broadcast Matters. With respect to Time
Broker's failure to provide the Programming referred to in Section 8.1(b) hereof
or Licensee's failure to broadcast the Programming referred to in Section 8.2(a)
hereof, the period allowed for cure shall be three business days from the giving
of written notice of such failure to the defaulting party by the  non-defaulting
party.

                                       12

<PAGE>

              Section  8.4.   Other   Defaults.   For  any  other  breach  of  a
representation,  warranty or covenant made herein that is not listed in Sections
8.1 or 8.2, a party's sole remedy shall be  indemnification  pursuant to Article
VII hereof.


                                   ARTICLE IX.
                                   TERMINATION

              This Agreement shall  automatically  terminate upon the expiration
of the term of this  Agreement as set forth in Section  1.3. In  addition,  this
Agreement shall terminate as provided below.

              Section 9.1. Termination.  In addition to other remedies available
at law or equity,  this  Agreement may be terminated by either  Licensee or Time
Broker  by  written  notice  to the  other,  specifying  an  effective  date  of
termination which is not less than seven (7) days nor more than ninety (90) days
from the date such notice is given,  if the party  seeking to  terminate  is not
then in material default or breach hereof, upon either:

                    (a) an uncured Event of Default, or

                    (b) as provided in Section 12.15, or

                    (c)  upon the event that the party not seeking to  terminate
          makes a general assignment for the benefit of creditors,  files or has
          filed  against  it a petition  for  bankruptcy,  reorganization  or an
          arrangement for the benefit of creditors,  or for the appointment of a
          receiver,   trustee  or  similar  creditors'  representative  for  the
          property or assets of such party under any federal or state insolvency
          law, which if filed against such party has not been  dismissed  within
          sixty (60) days thereof.


In the event  that the  non-defaulting  party  does not  exercise  such right of
termination  by  giving  such  written  notice  within  sixty  (60)  days of the
occurrence of an uncured Event of Default, then the Event of Default giving rise
to such right of  termination  shall be deemed  waived and the  Agreement  shall
continue in full force and effect.

         Section 9.2.      Certain Matters Upon Termination.

                    (a) Upon any termination of this  Agreement,  Licensee shall
have no  further  obligation  to provide to Time  Broker any  broadcast  time or
broadcast  transmission  facilities  and  Time  Broker  shall  have  no  further
obligations to make any payments to Licensee under Section 1.2 hereof.  Upon any
termination,  Time Broker shall be responsible  for all debts and obligations of
Time  Broker to third  parties  based upon the  purchase  of air time and use of
Licensee's  transmission  facilities  including,  without  limitation,  accounts
payable,  barter agreements and unaired  advertisements,  but not for Licensee's
federal,  state and local income and business franchise tax liabilities or taxes
levied upon Licensee's personal property. Notwithstanding anything herein to the
contrary,  to the  extent  that any  invoice,  bill or  statement  submitted  to
Licensee  after the  termination  of this  Agreement or any payment made by Time
Broker prior to the termination of this Agreement  relates to expenses  incurred
in operating the

                                       13
<PAGE>


Stations,  for periods both before and after the  termination of this Agreement,
such expenses shall be prorated  between  Licensee and Time Broker in accordance
with the principle that Time Broker shall be responsible for expenses  allocable
to the period prior to the  termination  of this Agreement and Licensee shall be
responsible for expenses allocable to the period on and after the termination of
this  Agreement.  Such  proration  shall include an adjustment for Time Broker's
Trade-out  Agreements  only to the extent that Time Broker's Net Negative  Trade
Balance  exceeds  $50,000.  Each party agrees to  reimburse  the other party for
expenses  paid by the other party to the extent  appropriate  to  implement  the
proration of expenses pursuant to the preceding sentence.

                    (b) If this Agreement  terminates  other than as a result of
the Closing (as defined in the Purchase Agreement), Time Broker shall (i) assign
to Licensee and Licensee shall assume all Assigned  Contracts  (including  those
employment  contracts assumed by Time Broker pursuant to this Agreement) and all
renewals,  replacements  or other  contracts  entered in the ordinary  course of
business  relating to the Stations and customary  for radio  stations of similar
type between the Commencement Date and the date of termination of this Agreement
("Supplemental  Contracts")  in  effect  on the  date  of  such  termination  or
expiration;  (ii) be responsible for only those  obligations  under the Assigned
Contracts and Supplemental  Contracts  arising on or after the Commencement Date
and  prior to the  termination  of this  Agreement  and,  (iii)  terminate,  and
Licensee shall hire, all Transferred Employees in accordance with the principles
set forth in Section 3.5, except that, for purposes of this Section 9.2(b)(iii),
"Transferred  Employees"  shall not include any  employees  hired by Time Broker
pursuant to Section 3.5 who also perform substantial services for other stations
in the applicable market operated by Time Broker.

                    (c) Notwithstanding anything in Section 7.1 to the contrary,
no expiration or termination of this Agreement shall terminate the obligation of
each party to indemnify  the other for claims under  Article VII hereof or limit
or impair any party's rights to receive  payments due and owing  hereunder on or
before the date of such termination.

                                   ARTICLE X.
                                    REMEDIES

              In addition to a party's rights of  termination  hereunder (and in
addition to any other  remedies  available to it or provided  under law), in the
event of an uncured Event of Default with respect to either party, the other may
seek specific performance of this Agreement,  in which case the defaulting party
shall  waive the  defense in any such suit that the other  party has an adequate
remedy  at law and  interpose  no  opposition,  legal  or  otherwise,  as to the
propriety of specific performance as a remedy hereunder.

                                  ARTICLE XI.
                     CERTAIN REPRESENTATIONS, WARRANTIES AND
                            COVENANTS OF THE PARTIES

              Section 11.1.  Representations and Warranties of Time Broker. Time
Broker hereby represents and warrants to Licensee as follows:

                                       14

<PAGE>



              11.1.1 Corporate  Organization.  Time Broker is a corporation duly
organized,  validly existing and in good standing under the laws of the state of
its  jurisdiction of organization and is duly qualified to do business in and is
in good standing in any  jurisdiction  where it owns or operates a radio station
and in each other jurisdiction where such qualification is necessary, except for
those jurisdictions where the failure to be so qualified could not, individually
or in the  aggregate,  have a  material  adverse  effect on the  ability of Time
Broker to perform its obligations hereunder.

              11.1.2 Authorization of Agreement;  No Breach. Time Broker has the
corporate  power and authority to execute,  deliver and perform this  Agreement.
This  Agreement  constitutes  the valid and binding  obligation  of Time Broker,
enforceable  against Time Broker in  accordance  with its terms,  except as such
enforceability  may be limited by bankruptcy and laws affecting the  enforcement
of creditors'  rights generally or equitable  principles.  Assuming the consents
and approvals  required  elsewhere herein are obtained,  neither such execution,
delivery  and  performance  nor  compliance  by Time  Broker  with the terms and
provisions  hereof will conflict with or result in a breach of any of the terms,
conditions or provisions of the  organizational  documents of Time Broker or any
judgment,  order, injunction,  decree,  regulation or ruling of any court or any
other  governmental  authority  to which Time Broker is subject or any  material
agreement or contract to which Time Broker is a party or to which it is subject,
or constitute a material default thereunder.

              11.1.3  Actions and  Proceedings.  Except as disclosed in Schedule
11.1,  Time  Broker  is  not  subject  to  any  judgment,  award,  order,  writ,
injunction,  arbitration  decision or decree which  prohibits the performance of
this Agreement or the  consummation of any transaction  contemplated  under this
Agreement,  and  there is no  litigation,  administrative  action,  arbitration,
proceeding  or  investigation  pending,  or to the  knowledge  of  Time  Broker,
threatened,  against Time Broker or affecting Time Broker in any federal,  state
or local court,  or before any  administrative  agency or arbitrator  that would
adversely  affect Time Broker's  ability to perform its  obligations  under this
Agreement or would prohibit the  consummation of the  transactions  contemplated
hereunder.

              11.1.4 Qualifications. Time Broker is qualified in accordance with
the  Communications Act and the rules and policies of the FCC to enter into this
Agreement and provide  Programming on the Stations in accordance with its terms.
Between the date hereof and the  termination  of this  Agreement,  either by the
Closing of the Purchase Agreement or the earlier  termination in accordance with
Article IX hereof,  Time Broker will not take any action that Time Broker knows,
or has reason to believe,  would disqualify it from providing programming on the
Stations pursuant to this Agreement.

              Section  11.2.   Representations,   Warranties  and  Covenants  of
Licensee.  Licensee hereby represents,  warrants and covenants to Time Broker as
follows:

              11.2.1  Corporate  Organization.  Tuscaloosa,  SRPLI and SRRLI are
corporations,  duly organized,  validly  existing and in good standing under the
laws of the states of their respective organizations,  and are duly qualified to
do  business  and are in good  standing  in any  jurisdiction  where they own or
operate a radio station and in each other jurisdiction where such qualification


                                       15
<PAGE>


is  necessary,  except  for  those  jurisdictions  where  the  failure  to be so
qualified could not,  individually or in the aggregate,  have a material adverse
effect on the ability of Tuscaloosa, SRPLI or SRRLI to perform their obligations
hereunder.

              11.2.2 Authorization of Agreement;  No Breach.  Tuscaloosa,  SRPLI
and SRRLI have the corporate power and authority to execute, deliver and perform
this Agreement.  This Agreement  constitutes the valid and binding obligation of
each of Tuscaloosa, SRPLI and SRRLI, enforceable against each in accordance with
its terms,  except as such  enforceability may be limited by bankruptcy and laws
affecting  the   enforcement  of  creditors'   rights   generally  or  equitable
principles.  Assuming the consents and approvals  required  elsewhere herein are
obtained and that this Agreement is filed with the FCC,  neither such execution,
delivery and performance nor compliance by Tuscaloosa,  SRPLI and SRRLI with the
terms and  provisions  hereof will conflict with or result in a breach of any of
the terms,  conditions  or provisions  of the  organizational  documents of such
entities or any judgment, order, injunction, decree, regulation or ruling of any
court or any  other  governmental  authority  to which  each is  subject  or any
material  agreement  or  contract  to which each is a party or to which they are
subject, or constitute a material default thereunder.

              11.2.3  Actions and  Proceedings.  Except as disclosed in Schedule
11.2,  none of  Tuscaloosa,  SRPLI or SRRLI is subject to any  judgment,  award,
order,  writ,  injunction,  arbitration  decision or decree  which  prohibits or
prevents  the  performance  of  this  Agreement  or  the   consummation  of  any
transaction  contemplated  under  this  Agreement,  and there is no  litigation,
administrative action,  arbitration,  proceeding or investigation pending, or to
the  knowledge  of  Tuscaloosa,  SRPLI or  SRRLI,  threatened,  against  each or
affecting each in any federal, state or local court or before any administrative
agency or  arbitrator  that  would  adversely  affect  Tuscaloosa's,  SRPLI's or
SRRLI's  ability to perform  their  obligations  under this  Agreement  or would
prohibit the consummation of the transactions contemplated hereunder.

              11.2.4   Maintenance   of  Current   Operations.   The   Stations'
transmission  equipment shall be maintained by Tuscaloosa,  SRPLI and SRRLI in a
condition  consistent with good  engineering  practices and in compliance in all
material  respects with the  Communications  Act and all other applicable rules,
regulations and technical standards of the FCC.

              11.2.5  Other  Agreements.  During  the  term of  this  Agreement,
Tuscaloosa,  SRPLI and  SRRLI  will not enter  into any  other  time  brokerage,
program  provision,  local management or similar  agreement with any third party
with respect to the Stations.


                                  ARTICLE XII.
                                  MISCELLANEOUS

         Section 12.1. Modification and Waiver. No modification or waiver of any
provision  of this  Agreement  shall in any event be  effective  unless the same
shall be in writing  signed by the party against whom the waiver is sought to be
enforced,  and then such  waiver  and  consent  shall be  effective  only in the
specific instance and for the purpose for which given.

                                       16
<PAGE>


         Section  12.2.  No Waiver;  Remedies  Cumulative.  Except as  otherwise
provided  herein,  no failure or delay on the part of Licensee or Time Broker in
exercising any right or power hereunder  shall operate as a waiver thereof,  nor
any single or partial exercise of any such right or power, or any abandonment or
discontinuance  of steps to enforce  such a right or power,  shall  preclude any
other or further  exercise  thereof or the exercise of any other right or power.
The  rights and  remedies  of  Licensee  and Time  Broker  herein  provided  are
cumulative  and are not  exclusive  of any  rights or  remedies  which  they may
otherwise have.

         Section 12.3.  Construction.  The  construction and performance of this
Agreement  shall be  governed  by the laws of the State of New  York,  excluding
choice of law provisions  thereunder,  and the obligations of the parties hereto
are  subject to all  federal,  state or  municipal  laws or  regulations  now or
hereafter in force and to the regulations of the FCC and all other  governmental
bodies or authorities presently or hereafter duly constituted.

         Section 12.4.  Headings.  The headings  contained in this Agreement are
included for  convenience  only and no such  heading  shall in any way alter the
meaning of any provision.

         Section 12.5.  Successors and Assigns.  Any party may assign all or any
part of this  Agreement or the rights and  obligations  hereunder to a person or
entity  controlling,  controlled  by or under  common  control  with such party,
provided  that  any  such  assignment  shall  not  relieve  such  party  of  its
obligations  hereunder.  Except as otherwise provided herein, this Agreement and
the rights and  obligations  hereunder  may not be assigned by any party  hereto
without the prior  written  consent of the other parties  hereto,  which consent
shall not be  unreasonably  withheld.  This Agreement  shall be binding upon and
inure to the benefit of the parties and their respective successors and assigns.

         Section 12.6. Force Majeure.  The parties  acknowledge and agree that a
party  will  not  be  liable  for  any  failure  to  timely  perform  any of its
obligations  under this  Agreement  if such failure is due, in whole or in part,
directly or indirectly, to accidents,  fires, floods, governmental actions, war,
civil  disturbances,  other  causes  beyond  such  party's  control or any other
occurrence which would generally be considered an event of force majeure.

         Section  12.7.  Broker.  The parties  agree to indemnify  and hold each
other  harmless  against  any claims  from any  broker or finder  based upon any
agreement,  arrangement,  or  understanding  alleged  to have  been  made by the
indemnifying party.

         Section 12.8. Counterpart  Signatures.  This Agreement may be signed in
one or more counterparts.

         Section 12.9. Notices. Any notice,  report,  demand,  waiver or consent
required or permitted  hereunder  shall be in writing and shall be given by hand
delivery,   by  prepaid  registered  or  certified  mail,  with  return  receipt
requested,  by an established  national  overnight  courier  providing  proof of
delivery for next business day delivery or by telecopy addressed as follows:


                                       17
<PAGE>


                  If the notice is to Time Broker:

                           Entertainment Communications, Inc.
                           401 City Avenue, Suite 409
                           Bala Cynwyd, PA 19004
                           Attention:  Joseph M. Field, President
                           Telecopy Number:  (610) 660-5641

                  With copies to:

                           John C. Donlevie, General Counsel
                           Entertainment Communications, Inc.
                           401 City Avenue, Suite 409
                           Bala Cynwyd, PA 19004
                           Telecopy Number:  (610) 660-5641

                           Joseph D. Sullivan, Esq.
                           Latham & Watkins
                           1001 Pennsylvania Ave., N.W., Suite 1300
                           Washington, D.C.  20004
                           Telecopy Number:  (202) 637-2201

                  If the notice is to Licensee:

                           Sinclair Communications, Inc.
                           2000 West 41st Street
                           Baltimore, MD 21211-1420
                           Attention:  David Amy, Chief Financial Officer
                           Telecopy Number: (410) 467-5043

                  With copies to:

                           Robert E. Quicksilver, General Counsel
                           Sinclair Communications, Inc.
                           2000 West 41st Street
                           Baltimore, MD 21211-1420
                           Telecopy Number: (410) 662-4707

                           Steven A. Thomas, Esq.
                           Thomas & Libowitz
                           100 Light Street, 11th Floor
                           Baltimore, MD 21202-1053
                           Telecopy Number:  (410) 752-2046

The date of any such notice and service  thereof  shall be deemed to be: (i) the
day of delivery if hand  delivered or delivered by overnight  courier;  (ii) the
day of delivery as indicated on the return  receipt if  dispatched  by mail;  or
(iii)  the  date  of  telecopy  transmission  as  indicated  on  the


                                       18

<PAGE>


telecopier transmission report provided that any telecopy transmission shall not
be effective  unless a paper copy is sent by  overnight  delivery on the date of
the telecopy  transmission.  Either party may change its address for the purpose
of notice by giving notice of such change in accordance  with the  provisions of
this Section.

         Section  12.10.  Effect  of  this  Agreement.  This  Agreement  and the
Purchase Agreement,  together with the exhibits and schedules hereto and thereto
and a letter agreement among Time Broker and Sinclair Communications, Inc. dated
of even date  herewith,  set forth the entire  understanding  of the parties and
supersede  any  and  all  prior  written  or oral  agreements,  arrangements  or
understandings  relating  to  the  subject  matter  hereof.  No  representation,
promise,  inducement  or statement  of  intention  has been made by either party
which is not embodied in this  Agreement,  the Purchase  Agreement or the letter
agreement  referenced  above and  neither  party shall be bound by, or be liable
for, any alleged representation,  promise,  inducement or statement of intention
not  embodied  herein  unless  same  shall have been made  subsequent  hereto in
writing and signed by the party to be charged therewith. This Agreement shall be
binding  upon and inure to the  benefit  of the  parties  and  their  respective
successors and assigns.

         Section 12.11.  Severability.  Except as expressly set forth in Section
12.15,  if any  provision  contained  in this  Agreement  is held to be invalid,
illegal or unenforceable  in any respect by any court or other  authority,  then
such  provision  shall be deemed  limited to the extent that such court or other
authority deems it reasonable and enforceable, and as so limited shall remain in
full force and  effect.  In the event that such court or other  authority  shall
deem any such provision  wholly  unenforceable,  this shall not affect any other
provision  hereof,  and this  Agreement  shall be construed as if such  invalid,
illegal or unenforceable provision or provisions had not been contained herein.

         Section 12.12. No Joint Venture.  The parties agree that nothing herein
shall constitute a joint venture or agency between them. The parties acknowledge
that call letters, trademarks and other intellectual property shall at all times
remain the  property  of the  respective  parties and that  neither  party shall
obtain any  ownership  interest in the other  party's  intellectual  property by
virtue of this Agreement (subject to Section 6.2).

         Section  12.13.  Damage  to  Stations.   In  the  event  of  damage  or
destruction to any of the Stations  (other than damage or destruction  caused by
Time  Broker),  Licensee  shall  proceed  to  repair,  replace  or  restore  the
applicable  Station to its  former  condition  as  promptly  as is  commercially
reasonable.  If Time Broker causes damage or destruction to any of the Stations,
Time Broker shall proceed to repair,  replace or restore the applicable  Station
to its former  condition  as promptly  as is  commercially  reasonable.  If Time
Broker must undertake  repairs,  replacements  or  restorations  pursuant to the
previous  sentence,  Licensee  shall  reimburse Time Broker for the cost of such
repairs,  replacements  or  restorations  out of the proceeds from any insurance
policies  maintained  by Licensee  that are  received by Licensee as a result of
such damage or destruction.  Licensee shall use reasonable efforts to effect the
maximum  possible  recovery for such damage or destruction  under such insurance
policies.

                                       19
<PAGE>


         Section  12.14.  Noninterference.  During  the term of this  Agreement,
neither  Licensee nor any of their  employees  shall take any actions that might
impair the operations of Time Broker conducted  hereunder,  except to the extent
expressly contemplated by this Agreement or as otherwise required by law.

         Section 12.15.  Regulatory Changes. In the event of any order or decree
of an  administrative  agency  or court  of  competent  jurisdiction,  including
without limitation any material change or clarification in FCC rules,  policies,
or  precedent,  that would  cause this  Agreement  to be invalid or violate  any
applicable  law, and such order or decree has become  effective and has not been
stayed, the parties will use their respective best efforts and negotiate in good
faith to modify this Agreement to the minimum  extent  necessary so as to comply
with such order or decree without material  economic  detriment to either party,
and this  Agreement,  as so  modified,  shall  then  continue  in full force and
effect. In the event that the parties are unable to agree upon a modification of
this  Agreement  so as to cause it to comply  with such order or decree  without
material  economic  detriment  to either  party,  then this  Agreement  shall be
terminated.





                [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


                                       20
<PAGE>



                  IN  WITNESS  WHEREOF,  the  parties  have  executed  this Time
Brokerage Agreement as of the date first above written.

                                            ENTERTAINMENT COMMUNICATIONS, INC.



                                      ____________________________________
                                      By:
                                      Title:



                                      TUSCALOOSA BROADCASTING, INC.



                                      ____________________________________
                                      By:
                                      Title:



                                      SINCLAIR RADIO OF PORTLAND LICENSEE , INC.



                                      ____________________________________
                                      By:
                                      Title:



                                     SINCLAIR RADIO OF ROCHESTER LICENSEE , INC.



                                     ___________________________________
                                     By:
                                     Title:





                                       21
<PAGE>






                                  SCHEDULE 1.1

                                   PROGRAMMING

         The Programming  shall consist of one hundred sixty-six (166) hours per
week on each of the  Stations  in an  entertainment  format to be chosen by Time
Broker,  subject to Article II of this Agreement.  The Programming shall include
(a) news and  weather  information;  (b) public  service  announcements;  (c) an
announcement in form sufficient to meet the station identification  requirements
of the FCC at the beginning of each hour; (d) an  announcement  at the beginning
of each segment of  Programming to indicate that program time has been purchased
by  Time  Broker;  and  (e) any  other  announcement  that  may be  required  by
applicable law or regulation. Time Broker shall maintain and deliver to Licensee
copies  of  all  programming   information,   including,   without   limitation,
information concerning portions of the Programming that are responsive to issues
of public  importance  identified  to Time  Broker by  Licensee,  necessary  for
Licensee to  maintain  its FCC public  inspection  file,  and all other  records
required to be kept by FCC rule or policy.  Time Broker  shall have the sole and
exclusive right to sell  advertising to be included in the Programming and shall
be entitled to retain all the revenues derived from the sale thereof,  provided,
however, that Licensee shall be entitled to sell such time as it deems necessary
to  comply  with the  political  advertising  rules of the FCC in the  event the
Programming does not comply with such rules.

         Notwithstanding  any other  provision  of this  Agreement,  Time Broker
recognizes  that Licensee has certain  obligations  to broadcast  programming to
meet the needs and  interests of the  communities  of license for the  Stations.
Licensee  shall have the right to air  specific  programming  on issues of local
importance to the  communities.  Nothing in this  Agreement  shall  abrogate the
unrestricted  authority of Licensee to discharge its  obligations  to the public
and to comply  with the laws,  rules and  policies  of the FCC with  respect  to
meeting the ascertained needs and interests of the public. Accordingly, Licensee
may air or cause Time Broker to produce and present under Licensee's supervision
two (2) hours a week on each of the  Stations  such public  affairs  programming
that  responds to the needs and  interests of  listeners in each such  Station's
community of license. Such public affairs programming shall be presented between
6:00 a.m.  and 9:00 a.m. on Saturdays  and/or  Sundays or at such other times as
the public interest may require.




<PAGE>






                                  SCHEDULE 1.2

                                  COMPENSATION

         (A) Beginning on the Commencement Date, Time Broker shall pay a monthly
fee (the  "Monthly  Payment") in the amount of the Monthly  Projected  Broadcast
Cash Flow (as defined below) for the Stations.  The "Monthly Projected Broadcast
Cash Flow" for the Stations  shall be the  broadcast  cash flow for the Stations
that is projected  by the parties in good faith for the term of this  Agreement,
and is expressly agreed to equal $631,500 per month.

              In the event that the Commencement Date occurs on a day other than
the first day of a month,  the initial  Monthly Payment shall be an amount equal
to the Monthly Payment as determined  above multiplied by a ratio, the numerator
of which is the number of days between the Commencement  Date and the end of the
month in which the Commencement  Date occurs and the denominator of which is the
number of days in the month in which the Commencement  Date occurs. In the event
that the day in which the term of this  Agreement  ends is not the last day of a
month,  the  Monthly  Payment  for the month in which such day  occurs  shall be
similarly prorated.

         (B)  Except  as  otherwise  provided  in this  Agreement  (specifically
including Paragraph (C) to this Schedule 1.2 below), Time Broker shall reimburse
Licensee  for  all  of its  ordinary  and  customary  expenses  (excluding  only
Licensee's  federal,  state and local income  taxes)  incurred in operating  the
Stations  (the  "Operating  Expenses"),  including  but not  limited  to,  rent,
utilities (excluding  telephone expenses incurred by Licensee),  maintenance and
repairs at each of the Stations' studio and transmitter sites,  insurance on the
Stations' equipment,  insurance deductibles on claims on the Stations' equipment
payable in respect of damage to the Stations'  equipment  caused by Time Broker,
and ad  valorem  property  taxes.  Licensee  shall  bill  Time  Broker  for such
Operating  Expenses on a monthly  basis by delivery of a statement in reasonable
detail with back-up invoices,  payment for which shall be due within thirty (30)
days of such billing.

         (C) During the term of this Agreement,  Licensee shall make all capital
expenditures  required to maintain the Stations consistent with past practice of
the  Stations and as required to make the  Stations  operate in full  compliance
with all FCC rules and  regulations.  At the Closing of the Purchase  Agreement,
Time Broker shall reimburse Licensee for all costs of such capital expenditures.



<PAGE>



                                  SCHEDULE 2.1

                          PROGRAMMING POLICY STATEMENT


         Time Broker agrees to cooperate  with Licensee in the  broadcasting  of
programs of the highest possible  standard of excellence and for this purpose to
observe the following  regulations in the preparation,  writing and broadcasting
of its programs.  Further, Time Broker agrees that all material broadcast on the
Stations shall comply with all federal,  state and local  applicable laws, rules
and regulations.

          I.   No Plugola or Payola. The broadcast of any material for which any
               money,  service or other  valuable  consideration  is directly or
               indirectly  paid,  or promised to or charged or accepted  by, the
               Time Broker, from any person, shall be prohibited, unless, at the
               time  the  same is  broadcast,  it is  announced  as paid  for or
               furnished by such person.

          II.  Political   Broadcasting.   Within   thirty   (30)  days  of  the
               Commencement  Date,  Time Broker shall  distribute to all parties
               making  requests  for  the  purchase  of  political  time  on the
               Stations,   and  provide  Licensee  with,  a  written   political
               advertising  disclosure  statement  which  fully  and  accurately
               discloses how the Time Broker sells  programming  and advertising
               time and which makes parties purchasing political programming and
               advertising time fully aware of the lowest unit charge provisions
               of Section 315 of the Communications  Act. In addition,  at least
               thirty  (30) days  before the start of any  primary  or  election
               campaign,  Time  Broker  will  clear with the  Stations'  general
               manager  the rate Time Broker will charge for the time to be sold
               to  candidates  to make  certain  that  the  rate  charged  is in
               conformance with the applicable law and station policy.

          III. Required   Announcements.   Time  Broker  shall   broadcast   (i)
               announcements in a form satisfactory to Licensee at the beginning
               of each  hour  to  identify  the  Stations  and  (ii)  any  other
               announcements  that  may  be  required  by  law,  regulation,  or
               Licensee's station policy.

          IV.  No  Illegal  Announcements.   No  announcements,   broadcasts  or
               promotions  prohibited  by  federal,  state or local law shall be
               made over the Stations.  This prohibition  specifically includes,
               but is not limited to, any and all unlawful  programming or other
               broadcast   material   concerning   tobacco  or  alcohol  related
               products.   The  airing  of  any  broadcast  material  concerning
               contests, lotteries or games must be conducted in accordance with
               all  applicable  law,  including FCC rules and  regulations.  Any
               obscene,  indecent, or fraudulent programming is prohibited.  All
               sponsored   programming  or  other  broadcast  material  must  be
               identified in accordance with applicable law, including FCC rules
               and regulations.


<PAGE>


          V.   Licensee Discretion Paramount.  In accordance with the Licensee's
               responsibility  under  the  Communications  Act and the rules and
               regulations of the FCC,  Licensee reserves the right to reject or
               terminate any programming (including  advertising) proposed to be
               presented  or  being  presented  over  the  Stations  which is in
               conflict  with  station  policy  or  which in  Licensee's  or its
               general manager's  reasonable judgment would not serve the public
               interest.

          In any case where questions of policy or  interpretation  arise,  Time
Broker  should  submit  the same to  Licensee  for  decision  before  making any
commitments in connection therewith.





<PAGE>



                                  SCHEDULE 4.1

                               EXCLUDED CONTRACTS

                  [To be provided by Sinclair]