Exhibit 10.2


 


ABC AFFILIATION AGREEMENT


 


	
  ABC Television Network

  	
  

  



 


John L. Rouse


Senior Vice President


Affiliate Relations


 


July
21, 2005


 


Mr.
David J. Barrett


President
& CEO


Hearst-Argyle
Television, Inc.


888
Seventh Avenue


New
York, NY 10106


 


Dear
David,


 


Below are terms of an offer for a renewal of the ABC Affiliation
Agreement with Hearst-Argyle Television, Inc. All terms are subject to and
conditioned on the execution of a long form affiliation agreement incorporating
these terms. The parties agree to negotiate in good faith on the finalization
and 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 implementation
date, the term will be from 1/1/05 through 12/31/09, with ABC having a 90 day
exclusive right of first negotiation commencing on 10/1/08 for renewal of the
affiliation 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


 


1

















 


Compensation/Co-op Advertising/ESPN-NFL


In accordance with the clearance obligations
outlined below, Stations will receive the following compensation on an annual
basis. Allocation of compensation will be discussed and agreed to by both
parties.


 


	
  Year

  	
   

  	
  Compensation (1)

  	
   

  
	
  *

  	
   

  	
  *

  	
   

  







(1) Estimated earned compensation based upon clearance obligations and
station rate multiplied by compensation matrix in Schedule A. Includes
additional compensation through current affiliation agreement dates for
clearances above current obligations. In
the event that ABC withdraws programming, earned compensation will be adjusted
accordingly (and except as may be required by Sections V.A&B below. Stations will have no further obligation
to clear the withdrawn time period(s).)


 


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


 


ABC agrees with your request for your ABC stations regarding ESPN
Sunday Night football games and other sports packages, pending a discussion of
rates (to be included as Schedule B). ABC, at its option, may waive all fees in
the amount noted in Schedule B for the ESPN games and reduce compensation in
Section III.A. above by the same amount or elect to have Stations pay the ESPN
game 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 the
analog and digital Network program service against all television broadcast
stations in each Station’s city of license. The exclusivity provisions of NAP
III will be in effect for analog and digital programming throughout the term of
the new agreements. Furthermore, a substantial majority of the analog and
digital programming that Network offers to Stations in each daypart in each
television season (September-September) will be “first run,” i.e. not
previously offered for broadcast on the ABC or another domestic broadcast
television network, televised on any domestic cable or satellite channel or any
other video delivery system within Stations’ DMA’s; however, this provision
does not apply to re-runs of ABC network programs, theatrical movies or Kids
programming.


 


Clearance


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


 


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


 






*                 PORTIONS OF THIS AGREEMENT HAVE BEEN REDACTED
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE SEC FEBRUARY
27, 2006.  WE HAVE FILED THE REDACTED
MATERIAL SEPARATELY WITH THE SEC.


 


2

















 


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


 


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


 


Stations will clear “The View” live, in-pattern so long as the program
is called “The View” and remains similar to the current show airing in the
2003/2004 season. It is understood that a change in talent/hosts does not
constitute a change in program format.


 


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


 


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


 


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


 


Subject to the mbps restrictions in the digital provisions of Section
XIV below, clearance includes unaltered carriage and pass through of all
content contained in the Network feed that is directly and reasonably
associated with a Network program or advertisement, is intended to be viewed in
conjunction with that program or advertisement, and is designed to attract or
maintain television viewership. This includes: (i) all enhanced or interactive
program and advertising content (including associated URLs and triggering
devices) 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 to
adjustment for mutually acceptable makegood arrangement, and subject to the
last sentence in this Sec. V(H), Stations will reimburse ABC (via payments or a
credit against compensation) for program(s) pre-empted at levels above the
contractual preemption basket, contained in Schedule C. The reimbursement shall
be an amount equal to twice the compensation that would otherwise be paid for
clearance of the preempted program. For any programs that may have booked
without compensation, the reimbursement amount shall be twice the amount
calculated by applying the Station rate to the applicable time period in the
compensation matrix. Preemptions pursuant to the right to reject rule will not
be counted against the baskets and will not be subject to the reimbursement,
although compensation will not be earned for such preemptions.


 


3

















 


Payment of the reimbursement amount will be the Network’s exclusive
remedy for exceeding the preemption basket; however, multiple preemptions of a
particular program that constitute a failure to clear that program will still
be subject to the program and program series termination remedies as outlined
in Section VI.(D) of the current affiliation agreement for WCVB. Moreover, exceeding
the basket by more than 20% with non-right to reject preemptions in any one
calendar year will be a material breach of the affiliation agreement for which
other remedies in the agreement will be available to the Network.


 


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


 


Inventory


With respect to local commercial availabilities during Network analog
and digital time periods within the existing analog and digital network
programming service, the local inventory guarantees of NAP III (excluding the
seven additional primetime spots and spots lost if Monday Night Football is not
renewed) and all additional  local
incentive inventory currently received by Stations by reason of continued
in-pattern clearance of programs, including Nightline, The View  and Jimmy Kimmel Live will extend to the
Stations’ for the term of the Agreement. The local inventory level shall be
subject to adjustment for (a) the number of local units in Network programming
that is not cleared by the Station; (b) the number of local units that are lost
as a result of sustaining programming (although any reduction in local
inventory must be in proportion to the reduction of Network inventory); (c) the
number of local units that are lost as a result of special event programming
run by the Network in lieu of Network programming that would otherwise bear a
more traditional commercial load (although any reduction in local inventory
must be in proportion to the reduction in Network inventory for any special
event programs that exceed past practices or the number of such programs
offered in prior years, unless Stations are otherwise made whole);(d) the
number of local units lost as result of a reduction in the amount of Network
programming offered; and (e) failure to clear in pattern or the cancellation of
Nightline (decrease of four thirty-second units per week). In the event that
ABC fails to offer Stations the minimum local inventory, then ABC may elect to
make Stations whole for the lost economic value of the inventory (calculated at
the date of the shortfall) by offering Stations additional compensation and/or
providing other local commercials. This will be Stations’ exclusive remedy if
they accept the offer; otherwise all of their remedies will be preserved.


 


Network commercial inventory load in programs offered to Stations will
be no greater in terms of number, placement and duration than the Network
commercial inventory load of any Network programs offered to the ABC owned
stations.


 


Promotion


Stations will join the Baseline Promotion Plan (below). Stations will
provide 11 spots per day (positions and lengths illustrated below) for
promotion of ABC Network programming. ABC shall designate the use of such
spots. An illustrative initial designation of Network week day priorities is
included 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

  



 


4

















 


	
  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’s
each day for supporting Prime to air 7am – 7pm (at least one :30 promo to
run in prime access) as well as one :15 each day supporting “World News
Tonight” in the hour prior to the program.


 


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


 


Branding


Stations agree to work in good faith to co-brand with ABC in order to
closely 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) and
off-air (website, print, cable, radio, outdoor, etc.) promotion. Usage of the
ABC corporate logo must be consistent with Network creative guidelines and
specifications.


 


Local News


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


 


NewsOne


Each Station will participate (including making the associated payments
at the rate in attached Schedule D) in ABC NewsOne, or any successor affiliate
newsgathering service, for the term of its affiliation agreement. Any fee
increases for the basic monthly service will be no greater than 3% annually, or
the increase in the CPI for the applicable year, whichever is less. Fees for
basic NewsOne service will be reduced as necessary to avoid negative Network
compensation for any Station. Other provisions of the
revised NewsOne agreement will be negotiated.


 


Assignment


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


 


Retransmission


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


 


Network Non-Duplication


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


 


5

















 


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


 


Digital Program Delivery


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


 


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


 


(i)  Each Station need not devote
more than 2 mbps on its DTV channel as needed for the broadcast of Program
Related Material;


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


(iii)  Stations may utilize
commercially available compression technology to allow them to reduce the
number of mbps needed to broadcast the Primary Network Feed and Program Related
Material while otherwise maintaining the Broadcast Standards, without
degradation in audio or picture quality detectable to viewers utilizing home
digital television receivers and while maintaining the functionality of any
Program Related Material. Stations will control the use of any additional
capacity made available by the compression technology and all bandwidth of each
Station not used by the Primary Digital Feed and Program Related Material as
provided above shall revert to and be reserved for use by the Station unless
some portion of it is needed to maintain HDTV at Broadcast Standards with up to
2 mbps of Program Related Material.


 


In the case of KOAT, Albuquerque, the Station will devote no more than
13.39 mbps of digital bandwidth to the broadcast of network programming for the
duration of an existing transmission agreement between that Station and a third
party. Thus, the remaining 6 mbps of KOAT’s digital signal is reserved for
KOAT’s commitment under that agreement but will be reduced to 5 mbps upon
expiration of the term of the existing agreement on August 12, 2007.


 


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


 


6

















 


In the event that the broadcast of all elements of the Program Related
Material and the Primary Digital Feed in accordance with the Broadcast
Standards impinges on the 5 mbps local set-aside, then Network will designate
which elements of the Program Related Material that Station may delete if
necessary to maintain the 5 mbps local set-aside. Stations will cooperate with
Network to identify, and discuss
with Network in good faith (but with no obligation to reach an agreement) the utilization
of, any commercially reasonable
alternative means of delivering to viewers any deleted elements of the Program
Related Material that otherwise fall within the 2 mbps ceiling. Stations will
consider, in good faith, any request by ABC that Program Related Material for a
particular program be allowed to occupy more than 2 mbps and that Stations
devote more than 14.39 mbps to the broadcast of the Primary Feed with all
Program Related Material. To the extent that Station is not utilizing all of
its 5 mbps local set-aside, then Station’s consent to
this request will not be unreasonably withheld.


 


Each Station will, within six (6) months following its commencement of
broadcasting digital multicast channels, acquire and utilize any commercially
reasonable methods (including statistical multiplexing equipment, or other
similar equipment  with the same or
greater performance characteristics), available now or in the future, that will
allow them to broadcast the complete Primary Network Feed, including all elements
of Program Related Material (still subject to the 2 mbps ceiling) in a manner
consistent with Broadcast Standards while otherwise maintaining the 5 mbps
local set-aside.


 


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


 


Non-Discrimination as to Enhanced and Interactive Television.
Subject to the limitations set forth below, Hearst-Argyle shall not
disadvantage Network with respect to the 2 mbps limitation applicable to
Program Related Material as compared to a broadcast television station which is
owned 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 DTV
channel of a Hearst-Argyle station affiliated with a Competing Content
Provider, Hearst Argyle broadcasts any content or materials of a  Competing Content Provider that would
constitute Program Related Material hereunder, and such content or materials utilize
bandwidth in excess of 2 mbps, then each Station shall make the same
opportunity available to Network on non-discriminatory terms, provided that
Network agrees to comply with all material terms and conditions applicable to
or agreed upon by such Competing Content Provider that are imposed as a
directly related condition of the receipt of such rights, provided further that
ABC shall not be required to comply with any non-monetary term or condition
that renders performance highly impractical or impossible. The provisions of
this Section do not require any Station to make available to Network any
proprietary interactive technology of a Competing Content Provider.
Notwithstanding the foregoing, if (x) upon the entry, renewal or amendment of
an affiliation agreement with each of the now current top 3 broadcast
television station groups affiliated with Network (inclusive of Hearst-Argyle
but exclusive of Network’s owned and operated station group), measured by total
television households as then reported by Nielsen Media Research, with an
effective date commencing on or after January 1, 2005 or, (y) at any time with
respect to Network’s owned and operated broadcast television station group,
Network fails to obtain obligations with respect to non-discrimination as to
bandwidth limitations on the carriage of content or materials comprising
Program Related Materials corresponding to Hearst-Argyle’s foregoing
non-discrimination obligations that are at least as favorable to Network, taken
as a whole, as the obligations with respect to non-discrimination set forth in
this Section (“Network Non-Discrimination Obligations”), then at
Hearst-Argyle’s option the Network Non-Discrimination Obligations shall be
reduced so as to match the corresponding Network Non-Discrimination
Obligations, taken as a whole, it being understood that if Network does not
obtain any Network Non-Discrimination Obligations from any one of such top 3
broadcast television station groups or Network’s owned and operated station
group then each Station shall similarly have no Network Non-Discrimination
Obligations, and it being further understood that the provisions of this
sentence shall not apply with respect to an affiliation agreement with any such
top 3 broadcast television group or Network’s owned and operated station group
to the extent any such affiliation agreement does not place a limit on the pass
through of


 


7

















 


Program Related Material. The provisions of the Section shall not apply
to any extension of an agreement granted by Network to such top 3 broadcast
station groups for the purpose of permitting additional time for the completion
of negotiations of a new agreement or the renewal o an agreement, provided that
no individual extension may exceed one year, but there may be more than one
extension.


 


Cross Promotion


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


 


Miscellaneous


•                  Current
contact language for music license fees (including digital) and indemnification
will continue.


•                  Station
rates for calculation of tag and cut-in reimbursement in analog and digital
programming will be frozen at the new 2005 levels as
set forth in Section III.A.


•                  Upon
acquisition of another ABC affiliate, you may request, and ABC will agree, that
the 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 on
mbps usage of Network programs (including program-related material)
and out of pattern clearances.


•                  As
provided in N/AP III, Stations’ participation in the SoapNet revenue sharing
will continue for the term of the new affiliation agreements.


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


•                  Except
as otherwise expressly provided for herein, all provisions of this term sheet
apply 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 and
approved by HTV]


 


THIS
SCHEDULE HAS BEEN REDACTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
SUBMITTED TO THE SEC FEBRUARY 27, 2006.  WE
HAVE FILED THE REDACTED MATERIAL SEPARATELY WITH THE SEC.


 


9

















 


Schedule B


 


ESPN Rates


 


THIS
SCHEDULE HAS BEEN REDACTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
SUBMITTED TO THE SEC FEBRUARY 27, 2006.  WE
HAVE FILED THE REDACTED MATERIAL SEPARATELY WITH THE SEC.


 


10

















 


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

  






 


11

















 


Schedule D


 


NewsOne
Station 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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