**Exhibit 10.33**

 

**BindingHeads of Terms**

 
| Between: |   | Fox Broadcasting Company (“Fox”)                                 |
|----------|--------|----------------------------------------------------------------------------|
|     |   | FremantleMedia North America Inc. (“FM”)                         |
|     |   | 19 TV Limited (“19”) together (“the parties”)          |
|     |   | regarding the television series “American Idol” (“AI”) |

 

1.                                     Fox agrees to guaranteeproduction through and including AI 10 and the terms of this deal apply to eachseason beginning with AI5, Fox’s commitment to AI9 is subject to AI8 having aminimum average Nielsen rating of 8.0 in the 18-49 category.  Fox’s commitment to AI 10 is subject to AI9having a minimum average Nielsen rating of 8.0 in the 18-49 category.

 

2.                                     Fox agrees toorder a minimum of 37 hours and a maximum of 45 hours of AI programming eachseason as long as all hours adhere to the established series format.

 

3.                                     l9/FM will producefor Fox Reality Channel at Fox Reality Channel’s cost, two post AI shows perweek during the last 10 weeks of the season for broadcast on the Fox RealityChannel.  19/FM will produce programminglinked to Al for TV Guide Channel, at TV Guide Channel’s cost, it being agreedthat the production of mutually acceptable programming for TV Guide Channel ispart of this Heads of Terms.  The lengthsbudget and nature of the programming shall be mutually approved, such approvalnot to be unreasonably withheld or delayed.

 

4.                                     Internet — Theofficial website will be americanidol.com which will be built and hosted by Foxon a News Corp. portal to be agreed, at Fox’s expense.  Fox will provide and control a rich contentsite subject to mutual creative approvals. 19/FM has the right to offer premium services including non-show footageand other items to the site in 19/FM’s reasonable good faith judgment.  If there are legal, technical or practicalreasons to prevent the use of “americanidol.com” in relation to AI5 the partieswill agree to use “idolonfox.com” for A15.

 

5.                                     Telephony - 19/FMwill provide Fox the rights to wireless and can offer to third parties thecontent described on the attached schedule.

 

6.                                     Fox agrees topickup two original shows produced jointly by 19/FM over the next fiveyears.  Such shows are to have a minimumof 13 episodes if scripted (1 series arc if unscripted) and will be intended by19/FM to be aired immediately following AI. Fox does not commit to airing such shows immediately following AI.  Commercial terms to be negotiated in goodfaith and subject to Fox paying a $l.5 million per show penalty in the eventFox chooses not to pick-up or broadcast such show.

 

7.                                     In addition to allexisting contractual payments relating to AI, Fox will pay additional annuallicence fees beginning with AI5 as follows:

 
| AI5   |   | $18.0 million |   |
|-------|--------|---------------|--------|
| AI6   |   | $21.5 million |   |
| AI7   |   | $25.5 million |   |
| AI8   |   | $30.5 million |   |
| A19   |   | $35.5 million |   |
| AI 10 |   | $35.5 million |   |

 

----

 

The additionallicence fees will be payable in equal quarterly instalments commencing on 15January  in each broadcast season.

 

8.                                     Fox agrees to pay19/FM 2/3 of net Internet revenues generated by Fox above $5.0 million for AI5,$7.0 million for AI6, $8.0 million for AI7, $10.0 million for AI8, $12.0 millionfor AI9 and $12.0 million for AI 10. 19/FM retains 100% of income from its premium services offered on theamericanidol.com website.

 

9.                                     Fox agrees to pay19/FM 50% of telephony revenues generated by Fox above $3.0 million for AI5,$4.5 million for AI6, $6.0 million for AI7, $10.0 million for AI8, $14.0million for A19 and $14.0 million for AI 10.

 

10.                               19/FM have the right toretain two 30 second spots per hour in all AI shoulder programming includingthe previously described programming for the Fox Reality Channel.

 

11.                               Fox agrees to pay 50% ofany additional executive producer fees to Ken and Nigel beyond the amounts theyreceive under their current deals.

 

12.                               Unless otherwisedirected by 19/FM all payments to 19/FM under this agreement shall be dividedequally between 19 and FM and paid direct to each of them by Fox.

 

13.                               This agreement shall belegally binding on the parties unless and until replaced by a long formagreement.  The parties shall negotiatein good faith to agree as soon as possible a detailed long form agreementincorporating the commercial terms set out in these Heads following, in eachinstance, the principles set out in this paragraph 13.  In negotiating a long form agreement, theintention of the parties is:

 

(a)                                to share ideas and worktogether to maximize the commercial potential of AI for the benefit of allparties;

 

(b)                               to work immediately aridin good faith to agree to a clearly defined rights package for Fox that allowsFox a real opportunity to recoup the advances payable to 19 and FM for Internetrights (including, but not limited to, the rights set forth in the Request forProposal drafted by 19/FM) and wireless telephony rights (including, but notlimited to, the rights set forth in paragraph 5 above) and to generate furtherrevenues from those and other sources for the mutual financial benefit of theparties; and

 

(c)                                to maintain a regularand open dialogue to resolve any issues arising between the parties

 

----

 

The partiesconfirm their agreement to the above terms by signing below.

 
| /s/                                |   |
|------------------------------------|--------|
| Fox  Broadcasting Company          |   |
|                               |   |
|                               |   |
| /s/                                |   |
| FremantleMedia  North America Inc. |   |
|                               |   |
|                               |   |
| /s/                                |   |
| 19 TV  Limited                     |   |

 

----