**Exhibit 10.3**

 

Redacted Copy

# ** **

# **AMENDED AND RESTATED DIGITAL RETRANSMISSION CONSENTAGREEMENT**

# ** **

ThisAmended and Restated Digital Retransmission Consent Agreement (this “**Restatement**”) is entered into as of the 1st dayof January, 2009, (the “**Effective Date**”)by and between, on the one hand, Hearst-Argyle Television, Inc. (“**Broadcaster**”), on its own behalf and on behalf of thebroadcast stations listed on Attachment 1 hereto, which stations are owned ormanaged by Broadcaster or by an entity controlled by, controlling, or undercommon control with (an “**Affiliate**” of)Broadcaster as of the date hereof (“**Station**” or “**Stations**”), and, on the other hand,  Comcast Cable Communications, LLC (“**Operator**”).

 

WHEREAS,each Station transmits, or in the future may transmit, a broadcast televisionsignal in a digital format (“**Signal**”), inaddition to transmitting a broadcast signal in an analog format prior to and asof the Effective Date;

 

WHEREAS, each Station has a corresponding station (suchcorresponding station an “**Analog Station**”)that transmits a broadcast television signal in an analog format (such analogsignal such Station’s “**Corresponding AnalogSignal**,” and for purposes hereof, each reference herein to a Station’sanalog signal shall mean such Station’s Corresponding Analog Signal);

 

WHEREAS,Operator and/or an entity or entities controlled by, controlling, or undercommon control with (an “**Affiliate**” of)Operator owns, operates, or manages cable television systems, as defined below,(“**System**” or “**Systems**”)and the Systems that, as of the date hereof, retransmit a Station’s Signal arelisted on Attachment 2;

 

WHEREAS,Operator and Broadcaster entered into a Digital Retransmission ConsentAgreement, dated August 5, 2005, (the “**CurrentAgreement**”), and an Analog Retransmission Consent Agreement, alsodated August 5, 2005, as amended (“**Analog Agreement**”)(the Current Agreement and Analog Agreement are collectively referred to hereinas the “**Prior Agreements**”); and

 

WHEREAS,Broadcaster and Operator desire to have the Signals of the Stationsretransmitted over such Systems as provided in this Restatement;

 

NOW,THEREFORE,**in consideration of the foregoing andof the mutual covenants and agreement set forth herein, the parties agree asfollows:

 

1.                                                                                       Retransmission Consent.

 

(a)                                  For the term of this Restatement, Broadcasterhereby grants to each System * which Signal shall be delivered by Station in adigital form compliant with Advanced Television Systems Committee (“**ATSC**”) standards A/52, A/53, A/54, A/57 and A/65 (or the respectivesuccessors thereto), at such time as such Signal may be transmitted by suchStation, and to simultaneously retransmit such Signal * to such System’s Subscribers, subject to the provisions ofthis Restatement.  A System, for purposesof this Restatement, shall be a “cable 

 

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*This information has been redacted pursuant to a request for confidential  treatment submitted to the SEC on October 31,2008.  We have filed the redactedmaterial separately with the SEC.

 

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system” as that term is defined in Section 602of the Communications Act of 1934, as amended, and, in addition, shall includeSMATV systems, but it shall not include any means of direct distribution oftelevision signals to Subscribers via****satellite,wireless technology (other than wireless delivery within a Subscriber’spremises of a signal delivered to the premises by wireline technology),telephony, or the Internet (it being agreed, however, that the foregoing shallnot prohibit distribution of a Signal via a secure and closed transmission pathwithin the Service Area, as hereafter defined, utilizing Internet Protocol, butnot by the public Internet (i.e., the World Wide Web).  *

 

(b)                                 *

 

(c)                                  In the event that Broadcaster or an Affiliateof Broadcaster sells, assigns or otherwise divests of a Station thenBroadcaster or Affiliate of Broadcaster agrees *.

 

2.                                                                                       Carriage.

 

(a)                                  Carriage By Operator.

 

(1)                                  Operator shall be obligated to retransmit theSignal of each * Station (as defined below) * in accordance with thisRestatement on each Upgraded System (as defined below) provided, however, thefollowing shall apply such that: * Operator shall be obligated to retransmit such Signal in its originalform and without alteration, time compression, any deletion or addition of anytype, or material degradation except for (x) remodulation by Operator inaccordance with this Restatement; (y) alterations specifically permittedunder this Restatement * ; and (z) deletions of particular programming ordata required by any applicable law or FCC rules. Under no circumstances shallOperator remove any chyron-generated network, Station, or program logos and/oridentifiers contained within the Signal. *

 

(2)                                  For the term of this Restatement, and subjectto the other terms and conditions contained herein, each Upgraded System (asdefined below) shall carry the Signal of each pertinent * Station * over eachnode of such Upgraded System, and make such Signal available to Subscribers *.For purposes hereof, an “**Upgraded System**”shall mean * with respect to Operator’s obligations under the foregoingsentences of this Section, Operator shall have the following grace periodsbefore being obligated to begin providing the Signal to its Subscribers:  (a)  * from the date of execution ofthis Restatement with respect to any * Station that is transmitting a Signal asof such date, unless the Signal of such * Station is already being carried onthe Upgraded System, in which event the carriage shall continue uninterrupted; (b) *from the date that any * Station first begins transmitting a Signal, if suchStation is not doing so on the date of execution of this Restatement; and (c) withrespect to a * Station (as applicable) or an Upgraded System *. At all times during the Term, the Signalshall be contained within a 19.4 megabit per second data stream (lessapproximately 100 kilobits per second for Operator’s in-band A-56 Systeminformation), and the Signal shall consist of *.

 

(3)                                  For purposes hereof:

 

a.                                       “ ***  Station**” shall mean *

 

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*This information has been redacted pursuant to a request for confidential  treatment submitted to the SEC on October 31,2008.  We have filed the redactedmaterial separately with the SEC.

 

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b.                                      *

 

(4)                                  *

 

(5)                                  Notwithstanding anything to the contrarycontained in this Restatement, all content inserted into the Signal byBroadcaster and all interactions by Subscribers directly with the Signal shall,as between Operator and Broadcaster, be the sole property of Broadcaster.

 

(6)                                  Each Station shall provide Operator withadvance written notice regarding changes in its programming (including inrespect of multiple channels) in order for Operator to * in accordance withthis Restatement and/or to enable Operator to comply with applicable law and/orFCC regulations or in order to permit Operator to *.

 

(7)                                  At Operator’s request, each Station shallprovide the Systems carrying such Station with a reasonably detaileddescription of those of the Signal’s packet identifiers (“**PIDs**”)*.

 

(b)                                 Channel Position.

 

Each Upgraded System that carries a Signal shall carry such Signal inits original form (except as required or permitted herein) and shall take noaction to prevent such Signal from appearing, from the viewer’s perspective, tobe a separate channel * on such System.  *  Each System shall notify its Subscribers ofthe channel location(s) on which the applicable Signal is being carried insuch System. *

 

(c)                                  Electronic Program Guide.

 

If Operator maintains in a System an electronic programmingguide over which Operator has editorial control and which is primarily intendedto be viewed on television sets, the program schedule for the Signal shall beincluded in such guide * .  Logos ofBroadcaster may be used by Operator for promotional or informational purposes,subject to Broadcaster’s prior approval. Notwithstanding the above, use of such logos in routine promotionalmaterials such as program guides and listings shall be deemed approved,provided use of the logos in such guides and listings is consistent with anywritten guidelines provided to Operator by Broadcaster concerning same orBroadcaster specifically notifies Operator to the contrary. Upon Broadcaster’swritten request, Operator shall send any printed guide to Broadcaster.

 

(d)                                 Copyright.

 

(1)                                  Carriage of the Signals pursuant to thisRestatement shall not convey the copyrights of or to the underlying programmingtransmitted by the Stations.   Subject toSection 2(d)(2), Operator shall bear the sole cost and responsibility forensuring that Operator’s retransmission of all copyrighted programs included inthe Signals and all elements thereof are appropriately licensed forretransmission on the applicable System, whether under 

 

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*This information has been redacted pursuant to a request for confidential  treatment submitted to the SEC on October 31,2008.  We have filed the redactedmaterial separately with the SEC.

 

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compulsory copyright license pursuant to 17U.S.C. § 111, or otherwise.

 

(2)                                  If Section 111 of the Copyright Act(cable compulsory copyright) is repealed or is deemed not to apply toretransmission of digital television stations, and, as a result, Operator’scopyright liability for retransmission of the Station’s programming *.

 

(e)                                  *

 

(f)                                    Technical Provisions.

 

                                                                                                                                                * Operator agrees to deliver to Subscribersthe Signal as received from a Station without material degradation (except aspermitted herein, provided it shall not be required to be better than theSignal as received from such Station), * Notwithstanding the foregoing, it isunderstood that customer premises equipment, including, but not limited to,set-top boxes and television sets, may not be compatible with the Signal.  Operator shall have no responsibility for theinability of such equipment, whether provided by Operator or the Subscriber, toprocess the Signal as delivered by Operator.

 

(g)                                 *

 

(h)                                 Non-Duplication and Syndicated ExclusivityProtection.

 

(1)                                  *

 

(2)                                  Digital Signals. Provided a Station (if otherwise entitled by law to non-duplication or syndicatedexclusivity protection pursuant to contract) provides Operator or any System awritten request with respect to non-duplication of network programming orsyndicated exclusivity of that Station’s Digital Signal, Operator agrees tocomply with such request as against imported digital broadcast signals fromoutside that Station’s DMA to the extent required under then-current FCC rules.

 

(i)                                     Charges of Separate Fee.

 

Neitherparty hereto shall charge or seek to charge any System Subscriber a separatefee specifically for receipt of or the ability to view all or any portion ofany Signal of any Station without the prior written consent of the other partyhereto.  The parties agree that a chargelevied by Operator for a digital set-top box or other hardware or technology(including software) shall not be considered a “fee” for purposes of thisSection.

 

3.                                                                                       Term.

 

(a)                                  The Term of this Restatement shall be for theperiod commencing on the Effective Date and ending on * .

 

(b)                                 *

 

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*This information has been redacted pursuant to a request for confidential  treatment submitted to the SEC on October 31,2008.  We have filed the redactedmaterial separately with the SEC.

 

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4.                                                                                       Representations and Warranties.

 

(a)                                  Each party represents and warrants to theother party that (i) it is an entity (or a division of an entity) dulyorganized and validly existing under the laws of the state of its organization;(ii) it has the requisite power and authority to enter into thisRestatement and to perform fully its obligations hereunder; and (iii) itis under no contractual or other legal obligation which shall in any wayinterfere with its full, prompt and complete performance hereunder.

 

(b)                                 Operator further represents and warrants that(i) it or an Affiliate of it, or a *, owns, operates, or manages eachSystem; (ii) each System is a “cable system” as defined in Section 602of the Communications Act of 1934, as amended, or otherwise is a multichannelvideo programming distributor (“**MVPD**”)authorized to receive the applicable Signal(s) hereunder; (iii) allSystems * as of the Effective Date are listed on Attachment 2; (iv) itholds all franchises or governmental authorizations necessary to operate eachSystem in each area it serves; (v) it has, together with the rightsgranted to it hereunder, acquired all necessary rights, licenses, consents,permissions, and authorizations, including copyrights, patents, trademarks,service marks, and trade names necessary for Operator to perform itsobligations under this Restatement and during the Term it shall continue tomaintain or obtain same, it being understood that the obligation for licensingof and payment for copyrighted programming shall be in accordance with Section 2(d) above;and (vi) it will not contest Broadcaster’s assertion that each of theStations listed on Attachment 1 has timely and lawfully notified each System inits respective DMA of its election of retransmission consent for the Termcovered by this Restatement and that Broadcaster and each Station have compliedin every respect with all existing federal, state, and local laws related orapplicable to the negotiation and execution of this Restatement.

 

(c)                                  Broadcaster further represents and warrantsthat (i) it currently is authorized to act as agent for each of theStations with respect to this Restatement; (ii) it has all necessaryrights, licenses, consents, permissions, and authorizations to execute thisRestatement on behalf of each Station and to broadcast the programming on theStations, and during the Term it shall continue to maintain or obtain the same;(iii) it will not contest Operator’s assertion that (x) Operator hascomplied in every respect with all existing federal, state, and local lawsrelated or applicable to the negotiation and execution of this Restatement, and(y) Operator has satisfied all carriage obligations for the signals of anybroadcast stations prior to the date hereof. *

 

5.                                                                                       Digital Transition.

 

(a)                                  If, during the Term, anAnalog Station returns its analog broadcast spectrum to the FCC (or otherdesignated governmental agency) in accordance with the government-mandateddigital transition scheduled as of the date hereof for February 17, 2009or such Analog Station permanently ceases transmitting its Analog Signal forany other purpose other than as a result of a force majeure event as describedin Section 7 herein (collectively and for each such Analog Stationindividually, the “**Digital Transition**”),then the carriage obligations hereunder associated with the CorrespondingAnalog Signal of such Analog Station 

 

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*This information has been redacted pursuant to a request for confidential  treatment submitted to the SEC on October 31,2008.  We have filed the redacted materialseparately with the SEC.

 

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and the pertinent System(s) shall terminate and be of nofurther force and effect during the remainder of Term.

 

(b)                                 In the event of a Station’sDigital Transition:

 

*

 

(c)                                  * (ii)  NTSC closed captioning in theMPEG user data in CEA-708 format per ATSC A/53 including CEA-608 compatibilitybytes (CC types 00 and 01) to enable receiving and/or System devices toproperly reconstruct captioning on analog VBIline 21 fields 1 and 2, and XDS “V-Chip” program ratings data in the CEA-608compatibility bytes to enable receiving and/or System devices to properlyreconstruct V-Chip information in XDS format on analog VBI line 21 field 2; and*

 

6.                                                                                       *

 

7.                                                                                       ForceMajeure.

 

Neither Broadcaster nor Operatorshall be liable to the other, nor shall either be considered to be in defaultof this Restatement, for any delays, pre-emptions, or other failure to performwhen such delays, pre-emptions, or failures are due to any cause beyond thecontrol of the party whose performance is so affected, including, withoutlimitation, an act of God, fire, war, strike, lock-out, riot, labor dispute,national disaster, technical failure (including the failure of all or part ofthe equipment of such party or of any third party), loss of utility service orfacilities, failure of performance of any entity with which (1) Broadcasteror any Station has a contract for the supply of programming or (2) Operatoror any System has a contract for the supply of equipment or services or anyother reason beyond the control of the party whose performance is preventedduring the period of such occurrence (excluding mere financial inability orfinancial difficulty of any kind), including any legal prohibition, decree,regulation, or requirement of any governmental authority havingjurisdiction.  In the event of any suchdelay, preemption, or failure, the affected performing party shall promptlynotify the other party of the nature and anticipated length of continuance ofsuch force majeure, and during such period each party shall exercise itsreasonable efforts to cure any such delays and the cause thereof and shall beexcused from performance under the terms of this Restatement for the period oftime during which these conditions continue.

 

8.                                                                                       Termination.

 

Either party may terminate thisRestatement, effective at any time, by giving the other party written notice,if the other party has materially breached this Restatement and such breach isnot cured within thirty (30) days of such notice, or, if the breach cannot becured within 30 days, if the breaching party has not made best efforts tocommence the cure within said 30 days and has not thereafter expeditiouslyfollowed the cure to conclusion.

 

9.                                                                                       Reservationof Rights.

 

This Restatement conveys toOperator only those rights that are expressly stated

 

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*This information has been redacted pursuant to a request for confidential  treatment submitted to the SEC on October 31,2008.  We have filed the redactedmaterial separately with the SEC.

 

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herein.  All other rights with regard to the Stations’Signals not specifically granted herein and for which Operator would need alicense from Broadcaster to enjoy are reserved to Broadcaster and to theStations.  Nothing herein shall affectany other rights that Broadcaster or the Stations may have in relation toOperator or any System, including but not limited to syndicated exclusivity ornetwork non-duplication rights.

 

10.                                                                                 Indemnity.

 

(a)                                  Operatorand Broadcaster shall each indemnify, defend, and forever hold harmless theother, the other’s affiliated companies, and their respective officers,directors, employees, and partners, against and from all liabilities, claims,costs, damages, and expenses (including, without limitation, reasonable counselfees, disbursements, and court and administrative costs) arising out of anymaterial breach by them of any warranty, covenant, or representation containedherein.

 

(b)                                 Subjectto and limited by Operator’s undertakings set out in Section 2(d) ofthis Restatement, Broadcaster will further indemnify and hold Operator harmlessfrom and against any and all losses, liabilities, claims, costs, damages, andexpenses (including, without limitation, reasonable counsel fees,disbursements, and administrative or court costs) arising out of * .

 

(c)                                  Asbetween Operator and Broadcaster, Operator shall pay and hold Broadcasterharmless from and against all taxes, franchise fees, and other similar charges(other than taxes based on Broadcaster’s net income or specifically relating toBroadcaster and/or any Station) arising out of the provision of the Signal toOperator’s Subscribers by any of the Systems or Operator’s use of equipment todeliver the Signal.  Operator willfurther indemnify and hold Broadcaster harmless from and against any and alllosses, liabilities, claims, costs, damages, and expenses (including, withoutlimitation, reasonable counsel fees, disbursements, and administrative or courtcosts) arising out of *.

 

(d)                                 Theindemnities contained in this Section 10 shall survive the expiration ortermination of this Restatement.

 

11.                                                                                 Announcement.

 

Anypress release relating to the signing of this Restatement shall be approved byboth parties in advance.

 

12.                                                                                 Copyrightand Trademarks.

 

Except asotherwise provided herein, Operator recognizes that, as between Broadcaster andOperator, Broadcaster has the exclusive right, title, and interest in and tothe Stations’ Signals.

 

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*This information has been redacted pursuant to a request for confidential  treatment submitted to the SEC on October 31,2008.  We have filed the redactedmaterial separately with the SEC.

 

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13.                                                                                 UnauthorizedUse.

 

*

 

14.                                                                                 Assignment.

 

(a)                                  ThisRestatement may not be assigned by Operator without the prior written consentof Broadcaster, which shall not be unreasonably withheld, except that Operatormay assign this Restatement without the consent of Broadcaster (but upon priorwritten notice to Broadcaster), with respect to one or more Systems, to (i) anyentity controlled by, controlling, or under common control with Operator or (ii) anyentity acquiring all or substantially all of the assets of Operator or theapplicable System(s), provided any assignee assumes all of assignor obligationsarising hereunder.  In the event of anyvalid assignment of this Restatement by Operator, Operator shall be relieved ofall obligations arising thereafter, and Broadcaster shall look solely to theassignee for enforcement of such obligations.

 

(b)                                 ThisRestatement may not be assigned by Broadcaster without the prior writtenconsent of Operator, which shall not be unreasonably withheld, except thatBroadcaster may assign this Restatement without the consent of Operator (butupon prior written notice to Operator), with respect to one or more Stations,to (i) any Affiliate of Broadcaster or (ii) any entity acquiring allor substantially all of the assets of Broadcaster or the applicable Station(s),provided that any assignee assumes all of assignor obligations arisinghereunder.  In the event of any validassignment of this Restatement by Broadcaster, Broadcaster shall be relieved ofall obligations arising thereafter, and Operator shall look solely to theassignee for enforcement of such obligations.

 

15.                                                                                 NoJoint Venture or Relationship with Subscribers.

 

Nothingin this Restatement shall create any joint venture or principal-agentrelationship between Broadcaster and Operator. No Subscriber of Operator shall be deemed to have any direct or indirectcontractual relationship with Broadcaster by virtue of this Restatement, norshall any Subscriber be deemed to be a third party beneficiary of thisRestatement.  Operator herebyacknowledges that it, and not Broadcaster, shall be fully liable for all claimsand responsible for all matters with respect to Operator’s Subscribers exceptfor claims for which Broadcaster shall indemnify Operator pursuant to thisRestatement.

 

16.                                                                                 [Reserved.]

 

17.                                                                                 *

 

18.                                                                                 Definition of Subscriber.

 

“**Subscriber**” meansany party intentionally authorized by any System to receive and is receivingtelevision programming from such System. Without limiting the generality of the foregoing, “Subscriber” shallinclude any authorized party residing in a residential location, such as eachsingle-family dwelling (whether in a single-family or multi-unit building),hotel/motel guest room, hospital room, dormitory room, and prison cell, as wellas each commercial location, such as each office building, lobby, common area,bar, restaurant, other 

 

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*This information has been redacted pursuant to a request for confidential  treatment submitted to the SEC on October 31,2008.  We have filed the redactedmaterial separately with the SEC.

 

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establishment or area to which the public maybe admitted, and any other location which could offer the opportunity forpublic viewing of television programming, provided such Subscriber does notcharge a fee for viewing.  Forpurposes of clarification, in the event Operator provides a Signal toSubscribers on a bulk-rate basis, then the number of Subscribers attributableto such bulk-rate party shall *  “Subscribers” shall not include (i) Subscriberswho are not required by Operator or a System to pay for the level of service onwhich a Signal is distributed, and (ii) Subscribers who have not paid theamount that they are required to pay for the level of service on which a Signalis distributed and who subsequently have distribution of such level of serviceto them terminated.  Any Subscriber whoreceives a Signal in more than one (1) package of services, on more thanone (1) basis from any System(s), or via more than one (1) distributiontechnology from Operator and/or any affiliate of Operator, shall be included inthe Subscriber count as only one (1) Subscriber.

 

19.                                                                                 *

 

20.                                                                                 [Reserved.]

 

 21.                                                                              *

 

22.                                                                                 *

 

23.                                                                                 [Reserved.]

 

24.                                                                                 Notices.

 

All notices, demands, requests, or other communicationswhich may be or are required to be given, served, or sent by one party to theother party pursuant to this Restatement shall be in writing and shall be sentvia registered or certified mail (return receipt requested) to the respectiveaddresses listed below or such other address as may be specified by writtennotice by the party to whom the notice is to be given.  The date of mailing shall be deemed to be thedate of the notice.

 
| If to  Broadcaster: | Hearst-Argyle  Television, Inc.                        |
|---------------------|-------------------------------------------------------------|
|                | Attn: General  Counsel                                      |
|                | 888 Seventh  Avenue                                         |
|                | New York, NY  10023                                         |
|                |                                                        |
| With a copy to:     | Wade H.  Hargrove                                           |
|                | Brooks, Pierce,  McLendon, Humphrey & Leonard, LLP |
|                | 150  Fayetteville Street Mall, Suite 1600              |
|                | Raleigh, NC  27601                                          |
|                |                                                        |
| If to Operator:     | Comcast Cable  Communications, LLC                          |
|                | Attn: Vice  President, Broadcaster Relations                |
|                |                                                        |
|                | One Comcast  Center, 54th Floor                             |
|                | 1701 John F.  Kennedy Blvd.                                 |
|                | Philadelphia,  PA 19103-2838                                |

 

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*This information has been redacted pursuant to a request for confidential  treatment submitted to the SEC on October 31,2008.  We have filed the redactedmaterial separately with the SEC.

 

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| With a copy to: | Comcast Cable  Communications, LLC |
|-----------------|------------------------------------|
|            | Attn: General  Counsel             |
|            |                               |
|            | One Comcast  Center, 50th Floor    |
|            | 1701 John F. Kennedy  Blvd.        |
|            | Philadelphia,  PA 19103-2838       |

 

25.                                                                                 Severability.

 

The invalidity or unenforceability of any provision of thisRestatement shall in no way affect the validity or enforceability of any otherprovision of this Restatement.

 

26.                                                                                 Waiver.

 

Waiver of this Restatement shall not be deemed to haveoccurred, nor shall any breach be deemed excused, unless the waiver or excuseis in writing and signed by the party against whom the waiver or excuse is tobe asserted.  Any waiver of default ofany portion of this Restatement shall not constitute a waiver of any otherportion hereof, or of any preceding, simultaneous, or succeeding default.

 

27.                                                                                 *

 

28.                                                                                 Entire Agreement, Attachments, and Captions.

 

This Restatement contains the entireunderstanding of the parties inclusive of Attachments and supersedes anyprevious agreement between them and may not be amended except by a writingexecuted on behalf of each party by, in the case of Broadcaster, an officer ofBroadcaster and, in the case of Operator, by its Executive Vice President,Content Acquisition; Senior Vice President, Content Acquisition; President; orChairman (each, an “Authorized Person”); provided, however, that any AuthorizedPerson may, by written authorization, designate another person to execute suchan instrument.  The captions used hereinare for reference purposes only and shall not be used in the interpretation ofthis Restatement.  This Restatement hasbeen fully reviewed and negotiated by the parties hereto and their respectivecounsel.  Accordingly, in interpretingthis Restatement, no weight shall be placed upon which party hereto or itscounsel drafted the provision being interpreted.

 

29.                                                                                 Confidentiality.

 

The terms andconditions of this Restatement (but not its existence) are confidential toOperator, Broadcaster, and their parent companies and subsidiaries of theirparent companies and shall not be disclosed to any other entity or individual(except each party’s respective attorneys, accountants, and other professionaladvisors) without the other party’s prior written consent.  Notwithstanding the foregoing, disclosure maybe made by a party (a) to the extent necessary to comply with law or thevalid order of a court or agency of competent

 

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*This information has been redacted pursuant to a request for confidential  treatment submitted to the SEC on October 31,2008.  We have filed the redactedmaterial separately with the SEC.

 

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jurisdiction, in which case any and all documents, information,or materials disclosed shall be marked “confidential” and the disclosing partyshall use commercially reasonable efforts to ensure that the Restatement iscovered by a protective order and shall notify the other of its intent todisclose all or part of the Restatement; (b) to submit reports anddisclosure as may be required by the rules of any exchange or market onwhich such party’s (or such party’s successors’) securities are traded; (c) aspart of its normal reporting to or review procedure of its parent company, itsauditors, and its attorneys, provided that such parent company, auditors, andattorneys agree to be bound by the provisions of this Section; (d) inorder to enforce its rights pursuant to this Restatement; and (e) toLifetime Entertainment Services (“Lifetime”), provided that Lifetime agrees tobe bound by the provisions of this Section.

 

30.                                                                                 Emergency Alert System.

 

Operator hasrepresented to Broadcaster * Operator, accordingly, agrees as follows:

 

*

 

(f)            During the Term of this Restatement, Operator will notobject to efforts by Broadcaster to secure repeal of any local governmentfranchise or local law that requires Operator to override and interruptBroadcaster’s Signal with Operator’s EAS messages.

 

31.                                                                                 Governing Law.

 

(a)                                  The obligations of Operator and Broadcaster under thisRestatement are subject to all applicable federal, state and local laws, rules,and regulations (including, but not limited to, the Cable Communications PolicyAct of 1984, as amended by the Cable Television Consumer Protection andCompetition Act of 1992 and the Telecommunications Act of 1996, and as furtheramended from time to time, the Communications Act of 1934, as amended, and the rules andregulations of the FCC).

 

(b)                                 This Restatement and all collateral matters relating theretoshall be construed in accordance with the laws of the State of New Yorkapplicable to agreements fully made and****to beperformed entirely within such State.

 

32.                                                                           Analog Agreement.

 

As of theEffective Date, Section 3 of the Analog Agreement is hereby amended bydeleting it in its entirety and replacing it with the following:

 

“Term.  Unless earlierterminated in accordance with the provisions of this Agreement, the term ofthis Agreement shall be for the period commencing on January 1, 2009, andcontinuing through the earlier of (a) * or (b) the date upon whichall Stations cease transmitting their Signals. In addition, this Agreement shall terminate and shall be of no furtherforce and effect with respect to an individual Station and the System(s) carryingsuch Station’s Signal upon (x) the return of such Station’s analogbroadcast spectrum to the FCC, (or other designated governmental agency) inaccordance with the government-mandated digital transition scheduled as of thedate hereof for February 17, 2009, or (y) the permanent cessation by 

 

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*This information has been redacted pursuant to a request for confidential  treatment submitted to the SEC on October 31,2008.  We have filed the redactedmaterial separately with the SEC.

 

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such Station of the transmission of its Signal for any other purposeother than as a result of a force majeure event as described in Section 5herein.”

 

IN WITNESS WHEREOF, the parties have executed this Restatementas of the date first written above.

 

HEARST-ARGYLETELEVISION, INC.                                                                                                            COMCAST CABLE COMMUNICATIONS, LLC

 

| By:    |  /s/  Jonathan C. Mintzer                   |   | By:    |  /s/  Allan Singer |
|--------|--------------------------------------------------|--------|--------|-------------------------|
|   |                                             |   |   |                    |
| Name:  | Jonathan C. Mintzer                              |   | Name:  | Allan Singer            |
|   |                                             |   |   |                    |
| Title: | Vice President, General Counsel &  Secretary |   | Title: | SVP                     |
|        |                                                  |        |        |                         |  |  |  |  |  |  |

 

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*This information has been redacted pursuant to a request for confidential  treatment submitted to the SEC on October 31,2008.  We have filed the redactedmaterial separately with the SEC.

 

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**ATTACHMENT 1**

 

**HEARST-ARGYLESTATIONS**

 

As of 10/01/08

 
| **Call** | ** ** | **Channel** | ** ** | **Affiliation** | ** ** | **City of License**           | ** ** | **Licensee**                                       |
|----------|------------|-------------|------------|-----------------|------------|-------------------------------|------------|----------------------------------------------------|
| KCCI(TV) |       | 8           |       | CBS             |       | Des Moines, Iowa              |       | Des Moines Hearst-Argyle  Television, Inc.    |
| KCRA-TV  |       | 3           |       | NBC             |       | Sacramento, California        |       | Hearst-Argyle Stations, Inc.                  |
| KCWE-TV  |       | 29          |       | CW              |       | Kansas City, Missouri         |       | KCWE-TV Company                                    |
| KETV(TV) |       | 7           |       | ABC             |       | Omaha, Nebraska               |       | KETV Hearst-Argyle Television, Inc.           |
| KHBS(TV) |       | 40          |       | ABC             |       | Fort Smith, Arkansas          |       | KHBS Hearst-Argyle Television, Inc.           |
| KHOG-TV  |       | 29          |       | ABC             |       | Fayetteville, Arkansas        |       | KHBS Hearst-Argyle Television, Inc.           |
| KHVO(TV) |       | 13          |       | ABC             |       | Hilo, Hawaii                  |       | Hearst-Argyle Stations, Inc.                  |
| KITV(TV) |       | 4           |       | ABC             |       | Honolulu, Hawaii              |       | Hearst-Argyle Stations, Inc.                  |
| KMAU(TV) |       | 12          |       | ABC             |       | Wailuku, Hawaii               |       | Hearst-Argyle Stations, Inc.                  |
| KMBC-TV  |       | 9           |       | ABC             |       | Kansas City, Missouri         |       | KMBC Hearst-Argyle Television, Inc.           |
| KOAT-TV  |       | 7           |       | ABC             |       | Albuquerque, New Mexico       |       | KOAT Hearst-Argyle Television, Inc.           |
| KOCO-TV  |       | 5           |       | ABC             |       | Oklahoma City, Oklahoma       |       | Ohio/Oklahoma Hearst-Argyle  Television, Inc. |
| KOCT(TV) |       | 6           |       | ABC             |       | Carlsbad, New Mexico          |       | KOAT Hearst-Argyle Television, Inc.           |
| KOVT(TV) |       | 10          |       | ABC             |       | Silver City, New Mexico       |       | KOAT Hearst-Argyle Television, Inc.           |
| KQCA(TV) |       | 58          |       | MNT             |       | Stockton, California          |       | Hearst-Argyle Stations, Inc.                  |
| KSBW(TV) |       | 8           |       | NBC             |       | Salinas, California           |       | Hearst-Argyle Stations, Inc.                  |
| WAPT(TV) |       | 16          |       | ABC             |       | Jackson, Mississippi          |       | WAPT Hearst-Argyle Television, Inc.           |
| WBAL-TV  |       | 11          |       | NBC             |       | Baltimore, Maryland           |       | WBAL Hearst-Argyle Television, Inc.           |
| WCVB-TV  |       | 5           |       | ABC             |       | Boston, Massachusetts         |       | WCVB Hearst-Argyle Television, Inc.           |
| WDSU(TV) |       | 6           |       | NBC             |       | New Orleans, Louisiana        |       | New Orleans Hearst-Argyle  Television, Inc.   |
| WESH(TV) |       | 2           |       | NBC             |       | Daytona Beach, Florida        |       | Orlando Hearst-Argyle Television, Inc.        |
| WGAL(TV) |       | 8           |       | NBC             |       | Lancaster, Pennsylvania       |       | WGAL Hearst-Argyle Television, Inc.           |
| WISN-TV  |       | 12          |       | ABC             |       | Milwaukee, Wisconsin          |       | WISN Hearst-Argyle Television, Inc.           |
| WKCF(TV) |       | 18          |       | CW              |       | Clermont, Florida             |       | Orlando Hearst-Argyle Television, Inc.        |
| WLKY-TV  |       | 32          |       | CBS             |       | Louisville, Kentucky          |       | WLKY Hearst-Argyle Television, Inc.           |
| WLWT(TV) |       | 5           |       | NBC             |       | Cincinnati, Ohio              |       | Ohio/Oklahoma Hearst-Argyle  Television, Inc. |
| WMOR-TV  |       | 32          |       | IND             |       | Lakeland, Florida             |       | WMOR-TV Company                                    |
| WMTW-TV  |       | 8           |       | ABC             |       | Poland Spring, Maine          |       | Hearst-Argyle Properties, Inc.                |
| WMUR-TV  |       | 9           |       | ABC             |       | Manchester, New Hampshire     |       | Hearst-Argyle Properties, Inc.                |
| WNNE-TV  |       | 31          |       | NBC             |       | Hartford, Vermont             |       | Hearst-Argyle Stations, Inc.                  |
| WPBF(TV) |       | 25          |       | ABC             |       | Tequesta, Florida             |       | WPBF-TV Company                                    |
| WPTZ(TV) |       | 5           |       | NBC             |       | North Pole, New York          |       | Hearst-Argyle Stations, Inc.                  |
| WTAE-TV  |       | 4           |       | ABC             |       | Pittsburgh, Pennsylvania      |       | WTAE Hearst-Argyle Television, Inc.           |
| WXII-TV  |       | 12          |       | NBC             |       | Winston-Salem, North Carolina |       | WXII Hearst-Argyle Television, Inc.           |
| WYFF(TV) |       | 4           |       | NBC             |       | Greenville, South Carolina    |       | WYFF Hearst-Argyle Television, Inc.           |

 

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*This information has been redacted pursuant to a request for confidential  treatment submitted to the SEC on October 31,2008.  We have filed the redactedmaterial separately with the SEC.

 

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**ATTACHMENT 2**

 

**COMCAST SYSTEMS**

** **
| *      |   | *      |   | *      |   | *      |   | *      |   | *      |   |
|--------|--------|--------|--------|--------|--------|--------|--------|--------|--------|--------|--------|
|   |   |   |   |   |   |   |   | *      |   |   |   |
|   |   |   |   |   |   |   |   |   |   |   |   |

 

*

 

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*This information has been redacted pursuant to a request for confidential  treatment submitted to the SEC on October 31,2008.  We have filed the redactedmaterial separately with the SEC.

 

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**ATTACHMENT 3**

 

*

 

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*This information has been redacted pursuant to a request for confidential  treatment submitted to the SEC on October 31,2008.  We have filed the redactedmaterial separately with the SEC.

 

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