**Exhibit 10.2**

 

**ABC AFFILIATION AGREEMENT**

 
| **ABC Television Network** |  |
|----------------------------|--|

 

John L. Rouse

Senior Vice President

Affiliate Relations

 

July21, 2005

 

Mr.David J. Barrett

President& CEO

Hearst-ArgyleTelevision, Inc.

888Seventh Avenue

NewYork, NY 10106

 

DearDavid,

 

Below are terms of an offer for a renewal of the ABC AffiliationAgreement with Hearst-Argyle Television, Inc. All terms are subject to andconditioned on the execution of a long form affiliation agreement incorporatingthese terms. The parties agree to negotiate in good faith on the finalizationand execution of such an agreement

 

**Stations**
| WCVB | Boston              |
|------|---------------------|
| WMUR | Boston / Manchester |
| WTAE | Pittsburgh          |
| KMBC | Kansas City         |
| WISN | Milwaukee           |
| WPBF | W. Palm Beach       |
| KOCO | Oklahoma City       |
| KOAT | Albuquerque         |
| KITV | Honolulu            |
| WMTW | Portland, ME        |
| KETV | Omaha               |
| WAPT | Jackson             |
| KHBS | Ft. Smith           |

 

**Term**

Except for any clearance changes that require an earlier implementationdate, the term will be from 1/1/05 through 12/31/09, with ABC having a 90 dayexclusive right of first negotiation commencing on 10/1/08 for renewal of theaffiliation agreements with Stations.

 

500 South Buena Vista Street, Burbank, CA 91521-4408 (818) 460-7550 Fax(818) 460-5234

E-mail: john.l.rouse@abc.com

 

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**Compensation/Co-op Advertising/ESPN-NFL**

In accordance with the clearance obligationsoutlined below, Stations will receive the following compensation on an annualbasis. Allocation of compensation will be discussed and agreed to by bothparties.

 
| **Year** | ** ** | **Compensation****(1)** | ** ** |
|----------|------------|-------------------------|------------|
| *        | ** ** | *                       | ** ** |

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(1) Estimated earned compensation based upon clearance obligations andstation rate multiplied by compensation matrix in Schedule A. Includesadditional compensation through current affiliation agreement dates forclearances above current obligations. Inthe event that ABC withdraws programming, earned compensation will be adjustedaccordingly (and except as may be required by Sections V.A&B below**.**Stations will have no further obligationto clear the withdrawn time period(s).)

 

ABC will offer up to * in annual co-op advertising funds to the stationgroup as a whole, with the amounts to be allocated to individual Stations asdetermined by Hearst-Argyle with ABC’s consent, said consent not to beunreasonably withheld. Expenditures of these funds will comply with ABC’s co-opadvertising guidelines.

 

ABC agrees with your request for your ABC stations regarding ESPNSunday Night football games and other sports packages, pending a discussion ofrates (to be included as Schedule B). ABC, at its option, may waive all fees inthe amount noted in Schedule B for the ESPN games and reduce compensation inSection III.A. above by the same amount or elect to have Stations pay the ESPNgame fees in which case ABC will continue to pay the compensation in Section A.

 

# **N/AP/Exclusivity**

Stations will continue to receive existing first call rights for theanalog and digital Network program service against all television broadcaststations in each Station’s city of license. The exclusivity provisions of NAPIII will be in effect for analog and digital programming throughout the term ofthe new agreements. Furthermore, a substantial majority of the analog anddigital programming that Network offers to Stations in each daypart in eachtelevision season (September-September) will be “first run,” i.e. notpreviously offered for broadcast on the ABC or another domestic broadcasttelevision network, televised on any domestic cable or satellite channel or anyother video delivery system within Stations’ DMA’s; however, this provisiondoes not apply to re-runs of ABC network programs, theatrical movies or Kidsprogramming.

 

# **Clearance**

Subject only to the exceptions and limitations outlined below and setforth in the FCC Rules (“right to reject”), full clearance of all ABC timeperiods currently cleared in pattern by each Station as of December 31, 2004,and delayed clearance of Network programs currently delayed****byeach Station as of December 31, 2004. Stations will not be committed toin-pattern clearance of any program that is not regularly cleared in-pattern byABC-owned stations; however, this exception does not apply to any existingdeviations from in-pattern clearance****by****the owned stations and does not apply to after-acquired ABCstations where existing programming commitments preclude  in-pattern clearance of certain networkprograms. Among other remedies, Stations will not be required to clear aprogram in-pattern if, after notice from Station and a reasonable opportunity tocure, ABC fails to deliver contractually mandated first call, first run, andexclusivity rights for it.

 

Stations will clear Jimmy Kimmel Live in-pattern for the term of thisagreement, except for KMBC and WISN. KMBC may delay the program by up to 90minutes. WISN may delay it by up to 60 minutes through 8/31/05, and will thenbroadcast it on a 30 minute delay. If Jimmy Kimmel is replaced as host of theprogram, Stations agree to clear on a one time - 13 week test basis anyreplacement program in the same time period so long as the creative format issimilar to other late night entertainment programming. The replacement programmay then be cancelled by Stations and the time period recaptured upon 30 daysnotice from the Station.

 

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*                 PORTIONS OF THIS AGREEMENT HAVE BEEN REDACTEDPURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE SEC FEBRUARY27, 2006.  WE HAVE FILED THE REDACTEDMATERIAL SEPARATELY WITH THE SEC.

 

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KMBC may continue its current90 minute delay of Nightline. WISN may continue to delay Nightline by one hourthrough 8/31/05, but will then broadcast it on a 30 minute delay. However,these stations will not receive incentive inventory for Nightline unlessin-pattern clearance is adopted by them.

 

Except as noted above, Stationswill continue to clear Nightline in-pattern for so long as Ted Koppel remainsthe primary host and the program continues to be titled “Nightline.”  In the event that Ted Koppel is no longer theprimary host, then Stations will continue to clear the program (a news programentitled “Nightline”) on a 26 week test basis. Stations may then choose tocancel the program if, at the end of the test period, the program fails todeliver at least 85% of its adult 25-54 audience share among ABC, NBC and CBSstations in the time period (“3 network share”) in each Station’s market asNightline achieved during the prior year. This calculation will be determinedby comparing an average 3 network share from major rating periods during the 26week test period (*i.e.* as applicable,**November, February, July and/or May) versus the sameratings periods the prior year. Any incentive spots will be withdrawn and nocompensation will be paid as a result of a Station’s election to delay orcancel the program.

 

Stations will clear “The View” live, in-pattern so long as the programis called “The View” and remains similar to the current show airing in the2003/2004 season. It is understood that a change in talent/hosts does notconstitute a change in program format.

 

Stations agree to clear GMA on Saturday and Sunday beginning onDecember 18, 2004 in mutually acceptable time periods, WCVB will continue toclear NBA Inside Stuff as presently cleared, and other Stations agree to clearNBA Inside Stuff in mutually acceptable time periods.

 

Stations will clear 3 hours of FCC-qualifying children’s educationalprogramming Sa / Su 7am-12n and during the ‘04-’05 and ‘05-’06 seasonswill  schedule a 4th hour of kidsprogramming in a time period to be determined by Hearst-Argyle.

 

With respect to the Network program schedule during the term of thisAgreement, although the Network is not willing to predict in a single-marketcontract what specific programs or even types of programs will appear on futureNetwork schedules, the ABC Television Network is committed to and will continueto offer programming to its affiliates of various types that is intended toappeal to broad, mass-market audiences and deliver ratings (in terms ofhouseholds and /or demographics) that are attractive to national advertisers.The Network’s advertising sales effort currently relies on such a policy, andwe have no reason to think that the policy will change during the term of thisAgreement.

 

Subject to the mbps restrictions in the digital provisions of SectionXIV below, clearance includes unaltered carriage and pass through of allcontent contained in the Network feed that is directly and reasonablyassociated with a Network program or advertisement, is intended to be viewed inconjunction with that program or advertisement, and is designed to attract ormaintain television viewership. This includes: (i) all enhanced or interactiveprogram and advertising content (including associated URLs and triggeringdevices) as well as (ii) closed captioning information, (iii) program id codes,(iv) rating information and data, (v) broadcast flags and watermarks; and (vi)SAP feeds (“Program Related Material”).

 

Each Station will have a fixed annual number of one time only (OTO)preemptions for use in all dayparts (the “preemption basket”). Subject toadjustment for mutually acceptable makegood arrangement, and subject to thelast sentence in this Sec. V(H), Stations will reimburse ABC (via payments or acredit against compensation) for program(s) pre-empted at levels above thecontractual preemption basket, contained in Schedule C. The reimbursement shallbe an amount equal to twice the compensation that would otherwise be paid forclearance of the preempted program. For any programs that may have bookedwithout compensation, the reimbursement amount shall be twice the amountcalculated by applying the Station rate to the applicable time period in thecompensation matrix. Preemptions pursuant to the right to reject rule will notbe counted against the baskets and will not be subject to the reimbursement,although compensation will not be earned for such preemptions.

 

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Payment of the reimbursement amount will be the Network’s exclusiveremedy for exceeding the preemption basket; however, multiple preemptions of aparticular program that constitute a failure to clear that program will stillbe subject to the program and program series termination remedies as outlinedin Section VI.(D) of the current affiliation agreement for WCVB. Moreover, exceedingthe basket by more than 20% with non-right to reject preemptions in any onecalendar year will be a material breach of the affiliation agreement for whichother remedies in the agreement will be available to the Network.

 

The number of half-hour OTO preemptions in the basket for each Stationwill be adjusted as follows: 1) the basket for each Station will be reduced inproportion to any reduction in the Station’s existing local or regional sportsprogramming; subject, however, to reinstatement of the preemptions within thebasket if the sports programming is restored, and 2) the annual basket for eachStation will be increased by one half-hour preemption for each time that thereare more than 10 unscheduled Network over runs in sports programs which causethe Station’s weekend early evening news broadcast to be shortened by more thanseven and one-half minutes or that cause the Station’s weekend late local newsbroadcast to be delayed by more than seven and one-half (71⁄2) minutes in acalendar year (unless the over runs or delays were approved or requested by theStation).

 

# **Inventory**

With respect to local commercial availabilities during Network analogand digital time periods within the existing analog and digital networkprogramming service, the local inventory guarantees of NAP III (excluding theseven additional primetime spots and spots lost if Monday Night Football is notrenewed) and all additional  localincentive inventory currently received by Stations by reason of continuedin-pattern clearance of programs, including Nightline, The View  and Jimmy Kimmel Live will extend to theStations’ for the term of the Agreement. The local inventory level shall besubject to adjustment for (a) the number of local units in Network programmingthat is not cleared by the Station; (b) the number of local units that are lostas a result of sustaining programming (although any reduction in localinventory must be in proportion to the reduction of Network inventory); (c) thenumber of local units that are lost as a result of special event programmingrun by the Network in lieu of Network programming that would otherwise bear amore traditional commercial load (although any reduction in local inventorymust be in proportion to the reduction in Network inventory for any specialevent programs that exceed past practices or the number of such programsoffered in prior years, unless Stations are otherwise made whole);(d) thenumber of local units lost as result of a reduction in the amount of Networkprogramming offered; and (e) failure to clear in pattern or the cancellation ofNightline (decrease of four thirty-second units per week). In the event thatABC fails to offer Stations the minimum local inventory, then ABC may elect tomake Stations whole for the lost economic value of the inventory (calculated atthe date of the shortfall) by offering Stations additional compensation and/orproviding other local commercials. This will be Stations’ exclusive remedy ifthey accept the offer; otherwise all of their remedies will be preserved.

 

Network commercial inventory load in programs offered to Stations willbe no greater in terms of number, placement and duration than the Networkcommercial inventory load of any Network programs offered to the ABC ownedstations.

 

**Promotion**

Stations will join the Baseline Promotion Plan (below). Stations willprovide 11 spots per day (positions and lengths illustrated below) forpromotion of ABC Network programming. ABC shall designate the use of suchspots. An illustrative initial designation of Network week day priorities isincluded below:

 

ABC Baseline Promotion Weekly Schedule:

 
| 5-7am:   |   | 2x (:15) supporting GMA                 |
|----------|--------|-----------------------------------------|
|     |   | 1x (:15) supporting Prime/Local News    |
|     |   |                                    |
| 9am-4pm: |   | 1x (:15) supporting The View/Local News |
|     |   | 2x (:15) supporting Prime/Local News    |

 

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| 4-7pm: |   | 1x (:15) supporting WNT              |
|--------|--------|--------------------------------------|
|   |   | 2x (:15) supporting Prime/Local News |
|   |   |                                 |
| 7-8pm: |   | 1x (:30) supporting Prime/Local News |
|   |   |                                 |
| 11pm:  |   | 1x (:15) supporting Latenight        |

 

Stations’ weekend promotional commitment will include four (4) :15’seach day for supporting Prime to air 7am – 7pm (at least one :30 promo torun in prime access) as well as one :15 each day supporting “World NewsTonight” in the hour prior to the program.

 

In return, Stations will have access to 4 additional 30-secondprimetime spots/wk, as well as the Network’s authorization to convert 7thirty-second local newsbrief opportunities in primetime to local sale. Thesespots are currently associated with a station’s commitment to the AffiliatePromotion Swap (APS) plan.

 

**Branding**

Stations agree to work in good faith to co-brand with ABC in order toclosely link the stations with the Network’s identity. Co-branding encompasses,but is not limited to the inclusion of the ABC corporate logo in the stations’local identification, and encompasses all on-air (graphics, voice over) andoff-air (website, print, cable, radio, outdoor, etc.) promotion. Usage of theABC corporate logo must be consistent with Network creative guidelines andspecifications.

 

**Local News**

Stations agree to program Monday-Friday at least one half hour oflocally produced news leading into ABC’s currently scheduled GMA morning andcurrently scheduled World News Tonight evening news programs as well as itslate night consistent with the Stations’ current practices; subject however, toeach Station’s responsibility under law to determine its programming and thescheduling of its programming. [A sideletter will provide that this nextsentence is effective only upon assignment or transfer of the Stations.]However, any reduction in the current amount of local news lead-ins will resultin a reduction of the applicable Station’s compensation and/or its preemptionbasket in an amount to be determined by good faith negotiations of the parties.

 

# **NewsOne**

Each Station will participate (including making the associated paymentsat the rate in attached Schedule D) in ABC NewsOne, or any successor affiliatenewsgathering service, for the term of its affiliation agreement. Any feeincreases for the basic monthly service will be no greater than 3% annually, orthe increase in the CPI for the applicable year, whichever is less. Fees forbasic NewsOne service will be reduced as necessary to avoid negative Networkcompensation for any Station. Other provisions of****therevised NewsOne agreement will be negotiated.

 

# **Assignment**

The assignment provision incorporated into NAP II will be extended forthe full term of the agreement or Stations may opt for the assignment languagein the current WCVB affiliation agreement.

 

# **Retransmission**

With respect to the existing ABC Network television analog service andits DTV equivalent, your Stations will be authorized to grant retransmissionconsent to cable systems (and other MVPD’s) located within the stations’ DMA andto systems located outside the stations’ DMA if the station is “significantlyviewed” (as defined by FCC rules) in the cable community. In the event thatNetwork and Stations agree to pool retransmission rights, then upon mutualagreement Stations shall pay to Network a reasonable share of any fees receiveddirectly from cable, satellite and other MPVD’s in exchange for grant ofretransmission consent for broadcast affiliates.

 

# **Network Non-Duplication**

ABC will provide Stations network non-duplication protection for bothanalog and digital signals 48 hours prior to the live time period designated bythe Network for broadcast of that Network program by the Station, and shall

 

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end at 12:00 Midnight on the seventh day following that designated timeperiod, consistent with FCC rules, against the importation by cable of aduplicating out-of-market ABC Network program from another ABC affiliatedstation that has been cleared in-pattern by the Station.

 

# **Digital Program Delivery**

First Call & Program Clearance**.**During the term of the affiliation agreement and inexchange for the consideration and other benefits received under it, eachStation agrees to become ABC’s primary affiliate in its community of licensewith respect to the network television programming that ABC distributes in adigital format on a national basis. Each Station agrees to clear, in accordancewith the terms and conditions of the affiliation agreement and the first calloffer, the simulcast digital feed of the analog programming the Station agreesto clear in Section V**,** or itsequivalent in the event that the Station is required to relinquish its analogspectrum (the “Primary Digital Feed”). In addition, each Station will have thefirst call against other television stations in its community of license**,** and against all other video delivery systems within theStation’s DMA**,** to any additional channel(s) of ** **televisionprogramming contained in the Network’s DTV feed on the same terms andconditions as offered to****non-owned oroperated ABC broadcast television affiliates generally**.**Inthe event that the Station declines or is unable to accept the first call offerfor the additional channel of television****programmingfor any reason, then ABC shall be free to distribute that channel in theStation’s community of license by any available means without being limited bythe terms of this agreement.

 

Broadcast Standards & MBPS Usage. Subjectto Section V, each Station agrees to transmit on its Primary DTV channel thePrimary Digital Feed of all Network programs, including HDTV programs andProgram Related Material, in a technical format consistent with display formatsspecified within the ATSC standard, and, without alteration, modification,insertion or down conversion of the native display rate, to the extent thetransmission does not require more bandwidth than is required for 720ptransmissions (“Broadcast Standards”), provided, however, that:

 

(i)  Each Station need not devotemore than 2 mbps on its DTV channel as needed for the broadcast of ProgramRelated Material;

(ii)   Each Station (with theexception of KOAT) shall reserve for its own use at all times no less than 5mbps of digital bandwidth (“Residual Digital Spectrum”);  and

(iii)  Stations may utilizecommercially available compression technology to allow them to reduce thenumber of mbps needed to broadcast the Primary Network Feed and Program RelatedMaterial while otherwise maintaining the Broadcast Standards, withoutdegradation in audio or picture quality detectable to viewers utilizing homedigital television receivers and while maintaining the functionality of anyProgram Related Material. Stations will control the use of any additionalcapacity made available by the compression technology and all bandwidth of eachStation not used by the Primary Digital Feed and Program Related Material asprovided above shall revert to and be reserved for use by the Station unlesssome portion of it is needed to maintain HDTV at Broadcast Standards with up to2 mbps of Program Related Material.

 

In the case of KOAT, Albuquerque, the Station will devote no more than13.39 mbps of digital bandwidth to the broadcast of network programming for theduration of an existing transmission agreement between that Station and a thirdparty. Thus, the remaining 6 mbps of KOAT’s digital signal is reserved forKOAT’s commitment under that agreement but will be reduced to 5 mbps uponexpiration of the term of the existing agreement on August 12, 2007.

 

The Network will offer to each Station its standard reimbursementagreement (as attached hereto) for acquisition of reception equipment that isnecessary to receive the Primary Network Feed, any additional channel(s) ofdigital programming that Station may agree to clear  and all elements of Program Related Materialand decoding equipment for each such service within the Network’s DTV feed. TheStations may re-encode Network programming utilizing compression technology,permitted within ATSC specifications and FCC rules in effect at the time, andmay allocate the bit rates for services carried consistent with ATSC standardsso long as the Broadcast Standards and the functionality of Program RelatedMaterial as set forth in paragraph 1(a) above are maintained.

 

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In the event that the broadcast of all elements of the Program RelatedMaterial and the Primary Digital Feed in accordance with the BroadcastStandards impinges on the 5 mbps local set-aside, then Network will designatewhich elements of the Program Related Material that Station may delete ifnecessary to maintain the 5 mbps local set-aside. Stations will cooperate withNetwork to identify**,** and discusswith Network in good faith (but with no obligation to reach an agreement) the utilizationof**,** any commercially reasonablealternative means of delivering to viewers any deleted elements of the ProgramRelated Material that otherwise fall within the 2 mbps ceiling. Stations willconsider, in good faith, any request by ABC that Program Related Material for aparticular program be allowed to occupy more than 2 mbps and that Stationsdevote more than 14.39 mbps to the broadcast of the Primary Feed with allProgram Related Material. To the extent that Station is not utilizing all ofits 5 mbps local set-aside, then Station’s consent****tothis request will not be unreasonably withheld.

 

Each Station will, within six (6) months following its commencement ofbroadcasting digital multicast channels, acquire and utilize any commerciallyreasonable methods (including statistical multiplexing equipment, or othersimilar equipment  with the same orgreater performance characteristics), available now or in the future, that willallow them to broadcast the complete Primary Network Feed, including all elementsof Program Related Material (still subject to the 2 mbps ceiling) in a mannerconsistent with Broadcast Standards while otherwise maintaining the 5 mbpslocal set-aside.

 

Residual Digital Spectrum. Each Station agreesnot to make any use of its digital spectrum that would interfere with itsobligations under this Agreement. For any digital broadcast spectrum that isnot needed for full compliance with its obligations as defined above, (i.e.“Residual Digital Spectrum”), Hearst-Arygle agrees to provide reasonable noticeto ABC prior to entering into any agreement with a third party for anyalternative uses of the Residual Digital Spectrum, if ABC agrees to protect allrequested confidentiality. This is not intended to create an option, right offirst refusal or right of last negotiation.

 

Non-Discrimination as to Enhanced and Interactive Television.Subject to the limitations set forth below, Hearst-Argyle shall notdisadvantage Network with respect to the 2 mbps limitation applicable toProgram Related Material as compared to a broadcast television station which isowned by Hearst-Argyle and which is an affiliate of NBC, CBS, or Fox (each a“Competing Content Provider”). Therefore, if solely as it relates to a DTVchannel of a Hearst-Argyle station affiliated with a Competing ContentProvider, Hearst Argyle broadcasts any content or materials of a  Competing Content Provider that wouldconstitute Program Related Material hereunder, and such content or materials utilizebandwidth in excess of 2 mbps, then each Station shall make the sameopportunity available to Network on non-discriminatory terms, provided thatNetwork agrees to comply with all material terms and conditions applicable toor agreed upon by such Competing Content Provider that are imposed as adirectly related condition of the receipt of such rights, provided further thatABC shall not be required to comply with any non-monetary term or conditionthat renders performance highly impractical or impossible. The provisions ofthis Section do not require any Station to make available to Network anyproprietary interactive technology of a Competing Content Provider.Notwithstanding the foregoing, if (x) upon the entry, renewal or amendment ofan affiliation agreement with each of the now current top 3 broadcasttelevision station groups affiliated with Network (inclusive of Hearst-Argylebut exclusive of Network’s owned and operated station group), measured by totaltelevision households as then reported by Nielsen Media Research, with aneffective date commencing on or after January 1, 2005 or, (y) at any time withrespect to Network’s owned and operated broadcast television station group,Network fails to obtain obligations with respect to non-discrimination as tobandwidth limitations on the carriage of content or materials comprisingProgram Related Materials corresponding to Hearst-Argyle’s foregoingnon-discrimination obligations that are at least as favorable to Network, takenas a whole, as the obligations with respect to non-discrimination set forth inthis Section (“Network Non-Discrimination Obligations”), then atHearst-Argyle’s option the Network Non-Discrimination Obligations shall bereduced so as to match the corresponding Network Non-DiscriminationObligations, taken as a whole, it being understood that if Network does notobtain any Network Non-Discrimination Obligations from any one of such top 3broadcast television station groups or Network’s owned and operated stationgroup then each Station shall similarly have no Network Non-DiscriminationObligations, and it being further understood that the provisions of thissentence shall not apply with respect to an affiliation agreement with any suchtop 3 broadcast television group or Network’s owned and operated station groupto the extent any such affiliation agreement does not place a limit on the passthrough of

 

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Program Related Material. The provisions of the Section shall not applyto any extension of an agreement granted by Network to such top 3 broadcaststation groups for the purpose of permitting additional time for the completionof negotiations of a new agreement or the renewal o an agreement, provided thatno individual extension may exceed one year, but there may be more than oneextension.

 

**Cross Promotion**

The Cross Promotion provision incorporated into N/AP II will beextended for the full term of the agreement.

 

**Miscellaneous**

•                  Currentcontact language for music license fees (including digital) and indemnificationwill continue.

•                  Stationrates for calculation of tag and cut-in reimbursement in analog and digitalprogramming will be frozen at the new****2005 levels asset forth in Section III.A.

•                  Uponacquisition of another ABC affiliate, you may request, and ABC will agree, thatthe provisions of this affiliation agreement apply to the acquired station,except for term**,** preemption baskets, compensation(including ESPN NFL games), NAP III exclusivity provisions, restrictions onmbps usage of Network programs (including program-related****material)and out of pattern clearances.

•                  Asprovided in N/AP III, Stations’ participation in the SoapNet revenue sharingwill continue for the term of the new affiliation agreements.

•                  Clearanceof World News This Morning inserts will continue as per current practices atKOAT, KOCO, WAPT, KETV and at WMTW as stated in the 5/5/05 letter from ABCAffiliate Relations to that station .

•                  Exceptas otherwise expressly provided for herein, all provisions of this term sheetapply to both the digital and analog signals of each Station.

 

 
| Agreed & Accepted:         |
|--------------------------------|
|                           |
| Hearst-Argyle Television, Inc. | ABC Television Network |
|                           |
|                           |
| By:                            | /s/ DAVID J. BARRETT |   | By: | /s/ JOHN L. ROUSE |   |
|                           |   |   |
| Title:                         | PRESIDENT AND CEO |   | Title: | SVP |   |
|                           |   |   |
| Date:                          | DECEMBER 4, 2005 |   | Date: | 12/4/05 |   |
|                                |  |  |  |  |  |  |  |  |  |

 

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**Schedule A**

 

**Station Compensation Rates/Matrix**

 

**[To be provided for each Station by ABC andapproved by HTV]**

 

THISSCHEDULE HAS BEEN REDACTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENTSUBMITTED TO THE SEC FEBRUARY 27, 2006.  WEHAVE FILED THE REDACTED MATERIAL SEPARATELY WITH THE SEC.

 

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**Schedule B**

 

**ESPN Rates**

 

THISSCHEDULE HAS BEEN REDACTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENTSUBMITTED TO THE SEC FEBRUARY 27, 2006.  WEHAVE FILED THE REDACTED MATERIAL SEPARATELY WITH THE SEC.

 

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**Schedule C**

 

**Pre-Emption Baskets (half-hours annually)**

 

| Boston            |   | 30  |
|-------------------|--------|-----|
| Boston/Manchester |   | 100 |
| Pittsburgh        |   | 30  |
| Kansas City       |   | 30  |
| Milwaukee         |   | 30  |
| W. Palm Beach     |   | 30  |
| Oklahoma City     |   | 30  |
| Albuquerque       |   | 30  |
| Honolulu          |   | 30  |
| Omaha             |   | 30  |
| Jackson           |   | 30  |
| Ft. Smith         |   | 100 |
| Portland          |   | 100 |

 

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**Schedule D**

 

**NewsOneStation Rate**

 

| **Station**          | ** ** | **Weekly Rate** | ** ** |
|----------------------|------------|-----------------|------------|
|                 |       |            |       |
| KOAT, Albuquerque    |       | $               | 1,501.75   |   |
|                 |       |            |       |
| WCVB, Boston         |       | $               | 4,329.36   |   |
|                 |       |            |       |
| KHBS/KHOG, Ft. Smith |       | $               | 598.69     |   |
|                 |       |            |       |
| KITV, Honolulu       |       | $               | 308.68     |   |
|                 |       |            |       |
| WAPT, Jackson        |       | $               | 500.60     |   |
|                 |       |            |       |
| KMBC, Kansas City    |       | $               | 2,252.63   |   |
|                 |       |            |       |
| WMUR, Manchester     |       | $               | 494.43     |   |
|                 |       |            |       |
| WISN, Milwaukee      |       | $               | 2,290.69   |   |
|                 |       |            |       |
| KOCO, Oklahoma City  |       | $               | 2,100.45   |   |
|                 |       |            |       |
| KETV, Omaha          |       | $               | 1,735.98   |   |
|                 |       |            |       |
| WTAE, Pittsburgh     |       | $               | 3,340.02   |   |
|                 |       |            |       |
| WPBF, West Palm      |       | $               | 1,273.09   |   |
|                 |       |            |       |
| WMTW, Portland       |       | $               | 860.92     |   |

 

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