Exhibit 10.3


 


Redacted Copy


 


AMENDED AND RESTATED DIGITAL RETRANSMISSION CONSENT
AGREEMENT


 


This
Amended and Restated Digital Retransmission Consent Agreement (this “Restatement”) is entered into as of the 1st day
of 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 the
broadcast stations listed on Attachment 1 hereto, which stations are owned or
managed by Broadcaster or by an entity controlled by, controlling, or under
common 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 television
signal in a digital format (“Signal”), in
addition to transmitting a broadcast signal in an analog format prior to and as
of the Effective Date;


 


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


 


WHEREAS,
Operator and/or an entity or entities controlled by, controlling, or under
common 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 are
listed on Attachment 2;


 


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


 


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


 


NOW,
THEREFORE,  in consideration of the foregoing and
of the mutual covenants and agreement set forth herein, the parties agree as
follows:


 


1.                                                                                       Retransmission Consent.


 


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


 






*
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
material separately with the SEC.


 

















 


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


 


(b)                                 *


 


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


 


2.                                                                                       Carriage.


 


(a)                                  Carriage By Operator.


 


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


 


(2)                                  For the term of this Restatement, and subject
to the other terms and conditions contained herein, each Upgraded System (as
defined below) shall carry the Signal of each pertinent * Station * over each
node 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 foregoing
sentences of this Section, Operator shall have the following grace periods
before being obligated to begin providing the Signal to its Subscribers:  (a)  * from the date of execution of
this Restatement with respect to any * Station that is transmitting a Signal as
of such date, unless the Signal of such * Station is already being carried on
the Upgraded System, in which event the carriage shall continue uninterrupted; (b) *
from the date that any * Station first begins transmitting a Signal, if such
Station is not doing so on the date of execution of this Restatement; and (c) with
respect to a * Station (as applicable) or an Upgraded System *. At all times during the Term, the Signal
shall be contained within a 19.4 megabit per second data stream (less
approximately 100 kilobits per second for Operator’s in-band A-56 System
information), and the Signal shall consist of *.


 


(3)                                  For purposes hereof:


 


a.                                       “ *  Station” shall mean *


 






*
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
material separately with the SEC.


 


2

















 


b.                                      *


 


(4)                                  *


 


(5)                                  Notwithstanding anything to the contrary
contained in this Restatement, all content inserted into the Signal by
Broadcaster 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 with
advance written notice regarding changes in its programming (including in
respect of multiple channels) in order for Operator to * in accordance with
this Restatement and/or to enable Operator to comply with applicable law and/or
FCC regulations or in order to permit Operator to *.


 


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


 


(b)                                 Channel Position.


 


Each Upgraded System that carries a Signal shall carry such Signal in
its original form (except as required or permitted herein) and shall take no
action to prevent such Signal from appearing, from the viewer’s perspective, to
be a separate channel * on such System.  *  Each System shall notify its Subscribers of
the channel location(s) on which the applicable Signal is being carried in
such System. *


 


(c)                                  Electronic Program Guide.


 


If Operator maintains in a System an electronic programming
guide over which Operator has editorial control and which is primarily intended
to be viewed on television sets, the program schedule for the Signal shall be
included in such guide * .  Logos of
Broadcaster 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 promotional
materials such as program guides and listings shall be deemed approved,
provided use of the logos in such guides and listings is consistent with any
written guidelines provided to Operator by Broadcaster concerning same or
Broadcaster specifically notifies Operator to the contrary. Upon Broadcaster’s
written request, Operator shall send any printed guide to Broadcaster.


 


(d)                                 Copyright.


 


(1)                                  Carriage of the Signals pursuant to this
Restatement shall not convey the copyrights of or to the underlying programming
transmitted by the Stations.   Subject to
Section 2(d)(2), Operator shall bear the sole cost and responsibility for
ensuring that Operator’s retransmission of all copyrighted programs included in
the Signals and all elements thereof are appropriately licensed for
retransmission on the applicable System, whether under 


 






*
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
material separately with the SEC.


 


3

















 


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


 


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


 


(e)                                  *


 


(f)                                    Technical Provisions.


 


                                                                                                                                                * Operator agrees to deliver to Subscribers
the Signal as received from a Station without material degradation (except as
permitted herein, provided it shall not be required to be better than the
Signal as received from such Station), * Notwithstanding the foregoing, it is
understood 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 the
inability of such equipment, whether provided by Operator or the Subscriber, to
process the Signal as delivered by Operator.


 


(g)                                 *


 


(h)                                 Non-Duplication and Syndicated Exclusivity
Protection.


 


(1)                                  *


 


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


 


(i)                                     Charges of Separate Fee.


 


Neither
party hereto shall charge or seek to charge any System Subscriber a separate
fee specifically for receipt of or the ability to view all or any portion of
any Signal of any Station without the prior written consent of the other party
hereto.  The parties agree that a charge
levied by Operator for a digital set-top box or other hardware or technology
(including software) shall not be considered a “fee” for purposes of this
Section.


 


3.                                                                                       Term.


 


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


 


(b)                                 *


 






*
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
material separately with the SEC.


 


4

















 


4.                                                                                       Representations and Warranties.


 


(a)                                  Each party represents and warrants to the
other party that (i) it is an entity (or a division of an entity) duly
organized and validly existing under the laws of the state of its organization;
(ii) it has the requisite power and authority to enter into this
Restatement and to perform fully its obligations hereunder; and (iii) it
is under no contractual or other legal obligation which shall in any way
interfere 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 each
System; (ii) each System is a “cable system” as defined in Section 602
of the Communications Act of 1934, as amended, or otherwise is a multichannel
video programming distributor (“MVPD”)
authorized to receive the applicable Signal(s) hereunder; (iii) all
Systems * as of the Effective Date are listed on Attachment 2; (iv) it
holds all franchises or governmental authorizations necessary to operate each
System in each area it serves; (v) it has, together with the rights
granted 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 its
obligations under this Restatement and during the Term it shall continue to
maintain or obtain same, it being understood that the obligation for licensing
of 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 the
Stations listed on Attachment 1 has timely and lawfully notified each System in
its respective DMA of its election of retransmission consent for the Term
covered by this Restatement and that Broadcaster and each Station have complied
in every respect with all existing federal, state, and local laws related or
applicable to the negotiation and execution of this Restatement.


 


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


 


5.                                                                                       Digital Transition.


 


(a)                                  If, during the Term, an
Analog Station returns its analog broadcast spectrum to the FCC (or other
designated governmental agency) in accordance with the government-mandated
digital transition scheduled as of the date hereof for February 17, 2009
or such Analog Station permanently ceases transmitting its Analog Signal for
any other purpose other than as a result of a force majeure event as described
in Section 7 herein (collectively and for each such Analog Station
individually, the “Digital Transition”),
then the carriage obligations hereunder associated with the Corresponding
Analog Signal of such Analog Station 


 






*
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 material
separately with the SEC.


 


5

















 


and the pertinent System(s) shall terminate and be of no
further force and effect during the remainder of Term.


 


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


 


*


 


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


 


6.                                                                                       *


 


7.                                                                                       Force
Majeure.


 


Neither Broadcaster nor Operator
shall be liable to the other, nor shall either be considered to be in default
of this Restatement, for any delays, pre-emptions, or other failure to perform
when such delays, pre-emptions, or failures are due to any cause beyond the
control of the party whose performance is so affected, including, without
limitation, an act of God, fire, war, strike, lock-out, riot, labor dispute,
national disaster, technical failure (including the failure of all or part of
the equipment of such party or of any third party), loss of utility service or
facilities, failure of performance of any entity with which (1) Broadcaster
or any Station has a contract for the supply of programming or (2) Operator
or any System has a contract for the supply of equipment or services or any
other reason beyond the control of the party whose performance is prevented
during the period of such occurrence (excluding mere financial inability or
financial difficulty of any kind), including any legal prohibition, decree,
regulation, or requirement of any governmental authority having
jurisdiction.  In the event of any such
delay, preemption, or failure, the affected performing party shall promptly
notify the other party of the nature and anticipated length of continuance of
such force majeure, and during such period each party shall exercise its
reasonable efforts to cure any such delays and the cause thereof and shall be
excused from performance under the terms of this Restatement for the period of
time during which these conditions continue.


 


8.                                                                                       Termination.


 


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


 


9.                                                                                       Reservation
of Rights.


 


This Restatement conveys to
Operator only those rights that are expressly stated


 






*
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
material separately with the SEC.


 


6

















 


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


 


10.                                                                                 Indemnity.


 


(a)                                  Operator
and Broadcaster shall each indemnify, defend, and forever hold harmless the
other, 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 counsel
fees, disbursements, and court and administrative costs) arising out of any
material breach by them of any warranty, covenant, or representation contained
herein.


 


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


 


(c)                                  As
between Operator and Broadcaster, Operator shall pay and hold Broadcaster
harmless from and against all taxes, franchise fees, and other similar charges
(other than taxes based on Broadcaster’s net income or specifically relating to
Broadcaster and/or any Station) arising out of the provision of the Signal to
Operator’s Subscribers by any of the Systems or Operator’s use of equipment to
deliver the Signal.  Operator will
further indemnify and hold Broadcaster harmless from and against any and all
losses, liabilities, claims, costs, damages, and expenses (including, without
limitation, reasonable counsel fees, disbursements, and administrative or court
costs) arising out of *.


 


(d)                                 The
indemnities contained in this Section 10 shall survive the expiration or
termination of this Restatement.


 


11.                                                                                 Announcement.


 


Any
press release relating to the signing of this Restatement shall be approved by
both parties in advance.


 


12.                                                                                 Copyright
and Trademarks.


 


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


 






*
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
material separately with the SEC.


 


7
















 


13.                                                                                 Unauthorized
Use.


 


*


 


14.                                                                                 Assignment.


 


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


 


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


 


15.                                                                                 No
Joint Venture or Relationship with Subscribers.


 


Nothing
in this Restatement shall create any joint venture or principal-agent
relationship between Broadcaster and Operator. 
No Subscriber of Operator shall be deemed to have any direct or indirect
contractual relationship with Broadcaster by virtue of this Restatement, nor
shall any Subscriber be deemed to be a third party beneficiary of this
Restatement.  Operator hereby
acknowledges that it, and not Broadcaster, shall be fully liable for all claims
and responsible for all matters with respect to Operator’s Subscribers except
for claims for which Broadcaster shall indemnify Operator pursuant to this
Restatement.


 


16.                                                                                 [Reserved.]


 


17.                                                                                 *


 


18.                                                                                 Definition of Subscriber.


 


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


 






*
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
material separately with the SEC.


 


8

















 


establishment or area to which the public may
be admitted, and any other location which could offer the opportunity for
public viewing of television programming, provided such Subscriber does not
charge a fee for viewing.  For
purposes of clarification, in the event Operator provides a Signal to
Subscribers on a bulk-rate basis, then the number of Subscribers attributable
to such bulk-rate party shall *  “Subscribers” shall not include (i) Subscribers
who are not required by Operator or a System to pay for the level of service on
which a Signal is distributed, and (ii) Subscribers who have not paid the
amount that they are required to pay for the level of service on which a Signal
is distributed and who subsequently have distribution of such level of service
to them terminated.  Any Subscriber who
receives a Signal in more than one (1) package of services, on more than
one (1) basis from any System(s), or via more than one (1) distribution
technology from Operator and/or any affiliate of Operator, shall be included in
the Subscriber count as only one (1) Subscriber.


 


19.                                                                                 *


 


20.                                                                                 [Reserved.]


 


 21.                                                                              *


 


22.                                                                                 *


 


23.                                                                                 [Reserved.]


 


24.                                                                                 Notices.


 


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

  



 






*
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
material separately with the SEC.


 


9

















 


	
  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 this
Restatement shall in no way affect the validity or enforceability of any other
provision of this Restatement.


 


26.                                                                                 Waiver.


 


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


 


27.                                                                                 *


 


28.                                                                                 Entire Agreement, Attachments, and Captions.


 


This Restatement contains the entire
understanding of the parties inclusive of Attachments and supersedes any
previous agreement between them and may not be amended except by a writing
executed on behalf of each party by, in the case of Broadcaster, an officer of
Broadcaster and, in the case of Operator, by its Executive Vice President,
Content Acquisition; Senior Vice President, Content Acquisition; President; or
Chairman (each, an “Authorized Person”); provided, however, that any Authorized
Person may, by written authorization, designate another person to execute such
an instrument.  The captions used herein
are for reference purposes only and shall not be used in the interpretation of
this Restatement.  This Restatement has
been fully reviewed and negotiated by the parties hereto and their respective
counsel.  Accordingly, in interpreting
this Restatement, no weight shall be placed upon which party hereto or its
counsel drafted the provision being interpreted.


 


29.                                                                                 Confidentiality.


 


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


 






*
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
material separately with the SEC.


 


10

















 


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


 


30.                                                                                 Emergency Alert System.


 


Operator has
represented to Broadcaster * Operator, accordingly, agrees as follows:


 


*


 


(f)            During the Term of this Restatement, Operator will not
object to efforts by Broadcaster to secure repeal of any local government
franchise or local law that requires Operator to override and interrupt
Broadcaster’s Signal with Operator’s EAS messages.


 


31.                                                                                 Governing Law.


 


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


 


(b)                                 This Restatement and all collateral matters relating thereto
shall be construed in accordance with the laws of the State of New York
applicable to agreements fully made and  to be
performed entirely within such State.


 


32.                                                                           Analog Agreement.


 


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


 


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


 






*
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
material separately with the SEC.


 


11

















 


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


 


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


 


HEARST-ARGYLE
TELEVISION, 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

  
											






 






*
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
material separately with the SEC.


 

















 


ATTACHMENT 1


 


HEARST-ARGYLE
STATIONS


 


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.

  



 






*
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
material separately with the SEC.


 

















 


ATTACHMENT 2


 


COMCAST SYSTEMS


 


	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  	
  *

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  *

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


*


 






*
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
material separately with the SEC.


 

















 


ATTACHMENT 3


 


*


 






*
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
material separately with the SEC.