Amended And Restated Time Brokerage Agreement

AMENDED AND RESTATED TIME BROKERAGE AGREEMENT





THIS AMENDED AND RESTATED TIME BROKERAGE AGREEMENT (this " Agreement ") is entered into as of the 2nd day of May, 2003, by and between HBC ILLINOIS, INC., a Delaware corporation (" Programmer "), and BIG CITY RADIO-CHI, L.L.C., a Delaware limited liability company (" Licensee ").



RECITALS:



WHEREAS, Licensee and Programmer have entered into a Time Brokerage Agreement, dated as of January 10, 2003, and mutually desire to amend and restate said agreement;



WHEREAS, Licensee is the licensee pursuant to authorizations by the Federal Communications Commission (" FCC ") of radio broadcast station WVIV-FM, licensed to Highland Park, Illinois (FCC Facility ID No. 74177) (the " Station ");





WHEREAS, during the term of this Agreement, Licensee wishes to retain Programmer to provide programming and related services for the Station, all in conformity with Licensee92s policies and procedures, FCC rules, regulations and policies for time brokerage arrangements, and the provisions hereof;





WHEREAS, Programmer agrees to use the Station to broadcast such programming of Programmer92s selection that is in conformity with the Communications Act of 1934, as amended and all rules, regulations and policies of the FCC (collectively, the " FCC Requirements "), subject to Licensee92s full authority to manage and control the operation of the Station;





WHEREAS, Programmer and Licensee have entered into an Asset Purchase Agreement dated as of January 2, 2003 (as amended to date, the " Purchase Agreement "), pursuant to which Licensee has agreed to sell to Programmer, and Programmer has agreed to purchase from Licensee, certain of the radio station properties and assets relating to the Station as described therein under the terms and conditions set forth in the Purchase Agreement; and



WHEREAS, Programmer and Licensee agree to cooperate to make this Agreement work to the benefit of the public and both parties and as contemplated by the terms set forth herein.



AGREEMENT:





NOW, THEREFORE, in consideration of the above recitals, and mutual promises and covenants contained herein, the parties intending to be legally bound, agree as follows:



SECTION 1 USE OF STATION AIR TIME .





1.1 Scope . During the Term (as defined in Section 1.2 below), Licensee shall make available to Programmer broadcast time on the Station as set forth in this Agreement.










Programmer shall deliver such programming, at Programmer92s expense, to the Station92s transmitters or other authorized remote control points designated by Licensee. Programmer shall provide such programming of Programmer92s selection complete with commercial matter, news, public service announcements and other suitable programming to the Station. Except as otherwise provided in this Agreement, Licensee agrees to broadcast such programming in its entirety, including commercials at the times specified, on the facilities of the Station without interruption, deletion, or addition of any kind. Licensee may use such time as Licensee may require up to two (2) hours per week, for the broadcast of Licensee92s own regularly-scheduled news, public affairs, and other non-entertainment programming on the Station, to be scheduled at mutually agreeable times. Licensee may elect to set aside additional air time (up to two (2) hours per week) (the " Additional Time ") to be scheduled at a mutually agreeable time, for the broadcast of specific non-entertainment programming on issues of importance to the local community. Licensee shall provide Programmer with as much notice as possible, but in no event less than three (3) weeks92 notice, of its intention to set aside such Additional Time. All program time not reserved by or designated for Licensee shall be available for use by Programmer. Licensee agrees that Programmer may sell, or engage a third party to sell, commercial time during the programming provided by Programmer to the Station for Programmer92s account.



1.2 Term . The initial term of this Agreement (the " Initial Term ") shall commence at 12:01 a.m. on May 2, 2003 (the " Effective Date "), and, unless terminated earlier pursuant to any of the provisions of Section 5 hereof, shall end on the earlier of (i) the Closing Date (as defined in the Purchase Agreement) or (ii) May 1, 2008; provided , however , that the Programmer shall have the right to elect the extend the Initial Term for three (3) consecutive five (5) year terms (" Renewal Terms " and together with the Initial Term, the " Term ") by giving notice to Licensee in writing at least thirty (30) days prior to the expiration of the Initial Term or any Renewal Term.



SECTION 2 STATION OPERATIONS .



2.1 Licensee Control Over Station Operations .



(a) Licensee shall retain ultimate authority, power and control over the operations of the Station during the Term, including specifically, control over the personnel, programming and finances of the Station.



(b) Subject to Licensee92s ultimate authority, power and control over the operations of the Station, Programmer agrees to provide programming and related services to the Station. Such related services shall include: (i) the sale of advertising time on the Station; (ii) coordination of traffic and billing functions; (iii) maintenance, repair and replacement of the Station92s transmitting or studio equipment and the other assets used or held for use in the business and operation of the Station, other than the FCC Licenses (as such term is defined in the Purchase Agreement) and (iv) other administrative or operational functions as Licensee and Programmer may agree to, consistent with FCC Requirements relating to time brokerage agreements. Programmer shall provide and perform Programmer92s obligations hereunder,



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including all related services, diligently and in a manner consistent in all material respects with broadcast industry practices.



(c) When on the Licensee92s premises, all employees of Programmer used to provide Programmer92s programming or other services to the Station shall be subject to the overall supervision of management personnel under Licensee92s control. Subject to Licensee92s ultimate authority, power and control over the operations of the Station, Programmer92s employees shall be solely accountable to Programmer.





2.2 Station Expenses . During the Term, Licensee shall be responsible for paying directly those expenses necessary to maintain compliance with the FCC Requirements and the terms of this Agreement. Programmer shall employ and be responsible for the salaries, taxes, programming costs, insurance and related costs for all personnel used in the production of the Programmer92s programming (including, without limitation, salespeople, traffic personnel, administrative and programming staff).





2.3 Fee . The fee payable by Programmer to Licensee in consideration for the airtime made available hereunder and the other agreements of the parties made hereunder, shall be in the amount and manner as set forth in Schedule 2.3 hereto.





2.4 Call Letters . Licensee hereby grants to Programmer a non-exclusive license to use the call letters "WVIV-FM" in connection with the provision of programming and related services for the Station in accordance with the terms and conditions of this Agreement. The license granted by the foregoing sentence shall terminate and be of no further force or effect upon the earlier of the expiration of the Term or the termination of this Agreement. Licensee hereby covenants not to change such call letters.



2.5 Facilities Upgrade Activities . With Programmer92s concurrence, Licensee shall prosecute the pending application for modification of the Station, FCC File No. BPH-20030204ABU (the " FCC Modification Application "), and shall prosecute amendments to the FCC Modification Application and/or file and prosecute other application(s) for modification of the Station as requested by Programmer and consented to by Licensee (which such consent shall not be unreasonably withheld) and (ii) supervise the relocation of the Station92 s facilities to acceptable "turn-key" broadcast transmission facilities constructed by Programmer or a third party in conformance with the specifications set out in the FCC Modification Application or such other authorization of the FCC for modified facilities of the Station and leased to Licensee; provided , however , that Licensee shall not be required to expend any funds or incur any legal or engineering expenses in connection with such activities or lease unless Programmer reimburses Licensee in advance for such expenditures as reasonably estimated by Licensee.



SECTION 3 STATION PUBLIC INTEREST OBLIGATIONS .



3.1 Licensee Authority . Subject to Programmer92s obligations hereunder, Licensee shall be responsible for the Station92s compliance with all FCC Requirements and all other applicable laws. Programmer shall cooperate with Licensee, at Programmer92s expense, in taking such actions as Licensee may reasonably request to assist Licensee in maintaining the Station92s



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compliance with the FCC Requirements and all other applicable laws. Notwithstanding any other provision of this Agreement, Programmer recognizes that Licensee has certain obligations to operate the Station in the public interest, and to broadcast programming to meet the needs and interests of the Station92s community of license and service area. From time to time Licensee shall air, or if Licensee requests, Programmer shall air, programming on issues of importance to the local community. Nothing in this Agreement shall abrogate or limit the unrestricted authority of Licensee to discharge Licensee92s obligations to the public and to comply with the FCC Requirements, and Licensee shall have no liability or obligation to Programmer, for taking any action that Licensee reasonably and in good faith believes to be necessary or appropriate to discharge such obligations or comply with such laws, rules, regulations or policies.



3.2 Additional Licensee Obligations . Although both Licensee and Programmer shall cooperate in the broadcast of emergency information over the Station, Licensee shall retain the right, without any liability or obligation to Programmer, to interrupt Programmer92s programming in case of an emergency or for programming which, in the good faith judgment of Licensee, is of greater local or national public importance. In all such cases, Licensee shall use Licensee92s commercially reasonable efforts to provide Programmer prior written notice of Licensee92s intention to interrupt Programmer92s programming. Licensee shall coordinate with Programmer the Station92s hourly station identification and any other announcements required to be aired by FCC Requirements. Licensee shall (a) maintain the Station92s local public inspection file within the Station92s community of license or at the Station92s main studio, and (b) prepare and place in such inspection file in a timely manner all material required by Section 73.3526 of the FCC92s Requirements, including the Station92s quarterly issues and program lists. Programmer shall, upon request by Licensee, promptly provide Licensee with such information concerning Programmer92s programs and advertising as is necessary to assist Licensee in the preparation of such information or to enable Licensee to verify independently the Station92s compliance with any other laws, rules, regulations or policies applicable to the Station92s operation.



SECTION 4 STATION PROGRAMMING & OPERATIONAL POLICIES .





4.1 Broadcast Station Programming Policy Statement . Licensee has adopted a Broadcast Station Programming Policy Statement (the " Policy Statement "), a copy of which appears as Schedule 4.1 hereto and which may be amended from time to time in order to comply with FCC Requirements by Licensee upon written notice to Programmer. Programmer agrees and covenants to comply in all material respects with the Policy Statement, with all FCC Req ...