**Exhibit 10.18**

 
|   | 30 Rockefeller Plaza |   | A Division of         |
|--------|----------------------|--------|-----------------------|
|   | New York, NY 10112   |   | National Broadcasting |
|   | 212-664-4444         |   | Company, Inc.         |

 

 

As of January 1, 2003

 

Corporation for General Trade

2633 West State Boulevard

Ft. Wayne, Indiana 46808

(“Licensee”)

 

RE:     WKJG (Ft. Wayne, Indiana)

 

Ladies and Gentlemen:

 

The following shall comprise the agreement among us for the affiliationof the television broadcasting station WKJG (Ft. Wayne, Indiana) (together withLicensee, “Station”) with the NBC Television Network (“NBC”) andshall supersede and replace all prior agreements between Station and NBC (whichagreements are hereby terminated and of no further force or effect) except (w)for the most recent amendment to such prior agreement with respect to networknon-duplication protection under Federal Communications Commission (“FCC”)Rules Section 76.92 (the “Non-Duplication Amendment”), (x) for the NBCPromotion Swap Program, (y) for the Inventory Management Plan (as defined inSection 6 below), and (z) that any indemnities provided for in such prioragreements, as well as any liabilities outstanding thereunder as of the date ofthis Agreement, shall survive.

 

# 1.             Term. This Agreement shallbecome effective as of 3:00 A.M., New York City time on January 1, 2003. Unlesssooner terminated as provided hereunder, this Agreement shall remain in effectuntil 2:59 A.M., New York City time on January 1, 2011.

#  

# 2.             Programming.

#  

## (a)           NBC commits to supply programming for free over-the-airtelevision broadcasting by Station during the hours set forth on Schedule Ihereto (the “Programmed Time Periods”). Station agrees that, subjectonly to Section 3 below, Station shall clear and broadcast all programmingsupplied to Station hereunder for broadcast in the Programmed Time Periods onthe dates and at the times the programs are scheduled by NBC.

##  

## (b)           In addition to programming supplied pursuant to Section2(a) above, NBC shall offer Station a variety of sports programming (“NBCSports Programming”) and special events programming for televisionbroadcast at times other than Programmed Time Periods. For a period ofseventy-two (72) hours following NBC’s offer, Station shall have the right offirst refusal with respect to such programming as against any other televisionstation located in Station’s community of license or any television programtransmission service furnishing a television signal to Station’s community oflicense. Station shall confirm its clearance of such programming to NBC withinthe 72-hour period via the internet site currently known as

 

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“Affiliate Partnership Tool” (“APT”)or such other means as NBC may designate. Station’s confirmation of clearanceshall constitute Station’s agreement to broadcast such programming in accordancewith the terms of such offer and this Agreement.

##  

## (c)           All programming furnished to Station pursuant to thisAgreement shall be referred to herein as “NBC Programming”, and any oneprogram of NBC Programming shall be referred to as an “NBC Program”. Theselection, scheduling, substitution and withdrawal of any NBC Program or otherportion of NBC Programming shall at all times remain within the sole discretionand control of NBC. Station acknowledges that local and network programmingneeds may change during the term of this Agreement, and that NBC may add to,subtract from or otherwise modify the Programmed Time Periods from time to timeon at least 90 days’ prior written notice to Station. In the event that NBCincreases the number of hours contained within the Programmed Time Periods,Station shall have the right to reject any programming during such additionalhours. Nothing herein shall prevent or hinder NBC from (i) substituting one ormore sponsored or sustaining programs (i.e., programs which do not includelocal availabilities) or (ii) canceling one or more NBC Programs; provided, that NBC shall exercise reasonable efforts to giveStation at least three (3) weeks prior notice thereof.

##  

# 3.             Preemptions.

#  

## (a)           Station acknowledges that NBC will make a substantialinvestment in network programming during the term of this Agreement in order toprovide Station with network-quality news, public affairs, entertainment,sports, children’s and other programming. In view of such investment, and afterconsidering the amount of broadcast time available to Station outside of theProgrammed Time Periods, Station further acknowledges and confirms that it doesnot presently foresee any need to substitute programming of any kind for NBCProgramming, except under those circumstances requiring live coverage ofbreaking local news events.

##  

## (b)           Except as set forth in the immediately following sentence,in the event Station preempts or otherwise fails to broadcast any NBCProgramming (including, without limitation, NBC Sports Programming) on thedates and at the times such Programming is scheduled by NBC, then withoutlimiting any other rights or remedies of NBC under this Agreement or otherwise,Station shall pay to NBC an amount equivalent to NBC’s loss of gross advertisingrevenues attributable to Station’s failure to broadcast such program in Station’smarket.  Station shall have no obligationto reimburse NBC for lost advertising revenues if (w) such failure to broadcastNBC Programming is a direct result of (i) Station’s live coverage of breakinglocal or national news events (excluding the addition of scheduled local newsprograms as a part of Station’s continuing program schedule) or (ii) an eventof force majeure as provided in Section 11 of this agreement; (x) if Stationreasonably believes that such programming is unsatisfactory, unsuitable, orotherwise contrary to the public interest; (y) in the case of a preemption ofNBC Prime Time Programming, Station has not preempted more than 20 hours of NBCPrime Time Programming during such Broadcast Year; or (z) in the case of apreemption of NBC Sports Programming, Station has not preempted more than 20hours of NBC Sports Programming during such Broadcast Year (the “Sports Basket”).

##  

## (c)           Station’s determination under clause (x) of subsection (b)above shall be based upon a substantial difference between the relevant program’sstyle and content and the style and

 

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contentof other NBC Programs previously broadcast by Station. In addition, no Stationshall preempt or otherwise fail to broadcast any NBC Programming under clause(x) of subsection (b) above as a result of commercial motivation; that is,programming shall not be deemed to be unsatisfactory, unsuitable or contrary tothe public interest based on performance, ratings, or the availability ofalternative programming which Station believes to be more profitable or moreattractive.

 

## (d)           In the event Station preempts or otherwise fails tobroadcast any NBC Programming or notifies NBC of its intention to do so, NBCmay elect to offer Station an alternative time period for broadcast of theomitted NBC Program (including the commercial announcements contained therein,and any replacements thereof). If Station fails to agree to such alternativebroadcast, then in addition to all other remedies available to it, NBC shallhave the right to license the broadcast rights to the omitted NBC Program toany other distribution outlet for distribution in Station’s community oflicense.

##  

## (e)           In the event Station fails to pay to NBC any amountsrequired to be paid by it pursuant to this Section 3, and such failure remainsuncured after 90 days’ written notice from NBC, then in addition to all otherremedies available to it, NBC shall have the option, exercisable in its solediscretion upon 90 days’ notice to the breaching Station to (i) terminate thatStation’s right to broadcast any one or more series or other NBC Programs, andto the extent and for the periods that NBC so elects, license the broadcastrights to such series or other NBC Program(s) to any other distribution outletfor distribution in that Station’s community of license or (ii) terminate thisAgreement with respect to Station.

##  

## (f)            Notwithstanding the foregoing, (i) immediately upon theexpiration of Station’s agreement to broadcast “Live with Regis and Kelly” at9:00 a.m., Monday-Friday, Station shall broadcast the third hour of “Today” atsuch time, (ii) for so long as Station broadcasts locally-produced programmingon Saturday mornings, Station shall broadcast 2.5 hours of NBC Networkprogramming on Saturday mornings and at such time as Station no longerbroadcasts locally-produced programming on Saturday mornings, Station shallbroadest 3 hours of NBC Network programming on Saturday mornings, (iii) Stationshall broadcast at least one hour of NBC “All Night” programming each day fromMonday-Saturday and shall use commercially reasonable efforts to broadcast twohours of such programming and (iv) Station shall have the right to broadcastNBC Network daytime programming from Noon-2:00 p.m. from Monday-Friday insteadof in the regularly scheduled time periods.

##  

# 4.             Payments.

 

## (a)           NBC Payments. In consideration of Station entering into this Agreement and the Station’sperformance of its obligations hereunder, NBC shall pay Station the amounts setforth on Schedule II attached hereto (the “NBC Payments”), subject toadjustment pursuant to this Agreement. The NBC Payments shall be due andpayable on a bi-annual basis on or about June 15 and December 15 of each yearduring the term of this Agreement. NBC and Station hereby acknowledge that theNBC Payments as set forth on Schedule II have been adjusted to reflectdeductions for Station’s payment obligations pursuant to Sections 4(c)(i), (ii)and (iii) below, as known on the date hereof, throughout the term of thisAgreement, and that to the extent such

 

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paymentobligations increase during the term, the NBC Payments will be decreased accordinglyby the amount of such increase.

 

## (b)           Station Payments. In consideration of NBC entering into this Agreement, andnotwithstanding termination of this Agreement, Station shall pay NBC theamounts set forth on Schedule III attached hereto (the “Station Payments”),payable annually in advance not later than January 15 of the year correspondingto such amount on Schedule III, by electronic transfer or such other means asNBC shall determine.

##  

## (c)           Other Payments to NBC.  In connection with Station’s affiliation withNBC, Station agrees that Station shall pay NBC (or an entity controlling,controlled by or under common control with NBC, as appropriate):

##  

### (i)            Allamounts owed by Station pursuant to Station’s NBC News Channel ParticipationAgreement;

###  

### (ii)           Allamounts owed by Station pursuant to the Distribution Contribution Agreement (asdefined below);

###  

### (iii)          Allamounts owed by Station pursuant to the Inventory Management Plan; and

###  

### (iv)          All amounts owed by Station pursuant to this Agreement, including withoutlimitation pursuant to Section 3 hereof.

###  

## (d)           Default.  Inthe event that Station is in default of any obligation under this Section 4which default remains uncured 90 days after Station’s receipt of notice thereoffrom NBC, NBC shall have the right, at its election, to terminate thisAgreement in its entirety upon notice to Station.

##  

# 5.             Distribution ContributionAgreement. Station shall enter into a Distribution Contribution Agreementin the form attached as Exhibit A hereto.

#  

# 6.             Inventory Management Plan.  Station shall fully participate in the “InventoryManagement Plan” as endorsed by NBC Television Affiliates (a/k/a the NBCAffiliate Board) on May 19, 1998 (the “Inventory Management Plan”), andin any additional or substitute inventory management plans approved in thefuture by a majority of the NBC affiliated television stations.

#  

# 7.             Local Commercial Announcements.From time to time and at least once each calendar quarter, NBC shall provideStations with notice setting forth the amount and placement of availabilitiesfor Stations’ respective local commercial announcements in and adjacent toregularly scheduled NBC Programming. NBC agrees that the average number ofthirty-second units available to each Station for local commercialannouncements during Prime Time (i.e. 8 pm to 11pm Monday through Saturday and7 pm to 11 pm Sunday) shall be not fewer than 106 per week, and suchannouncements shall be distributed so that each hour of Prime Time includes notfewer than four units; provided, that NBC shall be entitled to reduce eachStation’s units to the minimum extent necessary for national sportsprogramming, Olympics programming and breaking news coverage which for reasonsbeyond NBC’s control limits NBC’s ability to make

 

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timeavailable for local commercial announcements. Each Station shall also beentitled to a minimum of 90% of the average weekly number of thirty-secondunits provided during the 1999-2000 broadcast season with respect to otherNetwork program dayparts.

#  

# 8.             Conditions of Station’sBroadcast.  Station’s broadcast ofNBC Programming shall be subject to the following terms and conditions:

#  

## (a)           Station shall not make any deletions from, or additions ormodifications to, any NBC Program or any commercial, NBC identification,program promotional or production credit announcements or other interstitialmaterial contained therein, nor broadcast any commercial or other announcements(except emergency bulletins) during any such program, without NBC’s priorwritten authorization. Station shall broadcast each NBC Program from thecommencement of network origination until the commencement of the next program.

##  

## (b)           For purposes of identification of Station with the NBCPrograms, and until written notice to the contrary is given by NBC, Station maysuperimpose on certain Entertainment programs, where designated by NBC, asingle line of type, not to exceed fifty (50) video lines in height andsituated in the lower eighth raster of the video screen, which single lineshall include (and be limited to) Station’s call letters, community of licenseor home market, channel number, and the NBC logo. No other addition to anyEntertainment program is contemplated by this consent, and the authorizationcontained herein specifically excludes and prohibits any addition whatsoever toNews and Sports programs, except identification of Station as provided in thepreceding sentence as required by the FCC.

##  

# 9.             Local News. Station agrees,during the term of this Agreement, to broadcast local news programs of at leastthirty (30) minutes in length as lead-ins to each of “The Today Show” (orreplacement programming), “NBC Nightly News” (or replacement programming) andNBC’s Late Night Programming; provided, that Station may preempt any of suchlocal news programming on Saturday or Sunday to the extent that suchprogramming would directly conflict with Station’s broadcast of weekend NBCSports Programming.

#  

# 10.           Station Reports. Station shallsubmit to NBC in writing upon forms provided by NBC or via e-mail or via APT,as NBC may designate, such reports as NBC may requestcovering the broadcast by Station of NBC Programming.

#  

# 11.           Force Majeure. Neither Stationnor NBC shall incur any liability hereunder because of NBC’s failure todeliver, or the failure of Station to broadcast, any or all NBC Programs due tofailure of facilities, labor disputes, government regulations or causes beyondthe reasonable control of the party so failing to deliver or to broadcast.Without limiting the generality of the foregoing, NBC’s failure to deliver aprogram due to cancellation of that program for any reason shall be deemed tobe for causes beyond NBC’s reasonable control.

#  

# 12.           Indemnification. NBC shallindemnify, defend and hold Station, its parent, subsidiary and affiliatedcompanies, and their respective directors, officers and employees, harmlessfrom and against all claims, damages, liabilities, costs and expenses(including reasonable attorneys’ fees) arising out of the use by Station, in accordancewith this Agreement, of any NBC Program or other material as furnished by NBChereunder, provided that Station

 

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promptlynotifies NBC of any claim or litigation to which this indemnity shall apply,and that Station cooperates fully with NBC in the defense or settlement of suchclaim or litigation. Similarly, Station shall indemnify, defend and hold NBC,its parent, subsidiary and affiliated companies, and their respectivedirectors, officers and employees, harmless with respect to (x) material addedto or deleted from any program by Station, except for cut-ins produced by or onbehalf of NBC and inserted by Station at NBC’s direction and (y) anyprogramming or other material broadcast by Station and not provided by NBChereunder.

 

These indemnities shall not apply to litigation expenses, includingattorneys’ fees, which the indemnified party elects toincur on its own behalf. Except as otherwise provided herein, neither Station,on the one hand, nor NBC, on the other hand, shall have any rights against theother for claims by third persons, or for the non-operation of facilities orthe non-furnishing of programs for broadcasting, if such non-operation ornon-furnishing is due to failure of equipment, actions or claims by any thirdperson, labor disputes, or any cause beyond such party’s reasonable control.

 

# 13.           Program Development Costs.Throughout the term of this Agreement, upon request from NBC, Station shallparticipate with NBC to contribute financially, pro-rata on astation-by-station basis based upon Designated Market Area (“DMA”) (asdefined by Nielsen) percentage, to future NBC efforts to secure as part of NBCProgramming major sports and entertainment programming opportunities(including, for example and without limitation, rights to broadcast NationalFootball League games and entertainment programs such as “ER”).

#  

# 14.           Change in Operations. Stationrepresents and warrants that it holds a valid license granted by the FCC tooperate Station as a television broadcast station; such representation andwarranty shall constitute a continuing representation and warranty by Station.In the event that at any time (a) Station’s transmitter location, power,frequency, programming format or hours of operation are materially changed, (b)Station ceases to produce and broadcast local news, or (c) the number ofhours of local news which Station broadcasts materially decreases, in each caseso that such Station is of less value to NBC as a broadcaster of NBC programmingthan at the date of this Agreement, then NBC may terminate this Agreement uponthirty (30) days prior written notice to such Station(s).

#  

# 15.           DTV Conversion. Stationacknowledges that upon commencement of operation of Station’s digitaltelevision signal (“DTV channel”), Station will, to the same extent asthis Agreement provides for carriage of NBC Programming on its analog channel,carry on such DTV channel the digital feed of such NBC Programming as and inthe technical format provided by NBC consistent with the ATSC standards and all“program-related material” (collectively, the “Network Digital Feed”).As used in this paragraph, “program-related material” shall mean(i) closed-captioning information, (ii) program identification codes,(iii) program ratings information, (iv) alternative language feeds related tothe programming, (v) Nielsen data, (vi) programming, data and otherenhancements which are related to the programming and network advertisementsprovided in the Network Digital Feed, (vii) such other material as has beenagreed by Station, (viii) such other material as may be provided by NBC thatmay be essential or necessary to provide the Network Digital Feed, (ix)information and material directly associated with specific network commercialadvertisements contained in the network programs included in the NetworkDigital Feed, and (x) information and material designed to promote

 

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networkprogramming. In the event that NBC proposes that Station carry networkmultiplexed programming or ancillary data that is not program-related material,Station agrees to negotiate in good faith with NBC regarding the terms pursuantto which such multiplexed programming or ancillary data may be carried. Stationshall commence operation of Station’s digital television signal by the later of(i) May 1, 2003 or (ii) any extension or postponement of such date mandated orapproved by the FCC; to the extent that Station is not transmitting a DTVchannel as of the later of such dates, NBC shall be permitted to offer theNetwork Digital Feed, together with any program-related material or othermaterial provided by NBC for digital transmission, to any licensee transmittinga DTV channel in Station’s DMA notwithstanding any other provision of thisAgreement. In addition, Station shall use best efforts to include the followingprovision in retransmission consent agreements; in the event that during theterm of such retransmission consent agreement, Station broadcasts its signalsolely in a digital format and does not broadcast an analog signal, then thecable operator shall distribute such digital broadcast signal as part of itsbroadcast basic tier of service on a channel designated by Station.

#  

# 16.           Unauthorized Copying andTransmission; Retransmission Consent.

#  

## (a)           Station shall not authorize, cause, or permit, without NBC’sconsent, any NBC Program or other material furnished to Station hereunder to berecorded, duplicated, rebroadcast or otherwise transmitted or used for anypurpose other than broadcasting by Station as provided herein. Notwithstandingthe foregoing, Station shall not be restricted in the exercise of its signalcarriage rights pursuant to any applicable rule or regulation of the FCC withrespect to retransmission of its broadcast signal by any cable system ormultichannel video program distributor (“MVPD”), as defined in Section76.64(d) of the FCC Rules, which (a) is located within the DMA in which Stationis located, or (b) was actually carrying Station’s signal as of April 1, 1993,or (c) with respect to cable systems, serving an area in which Station is “significantlyviewed” (as determined by the FCC) as of April 1, 1993; provided, however, thatany such exercise pursuant to FCC Rules with respect to NBC Programs shall notbe deemed to constitute a license by NBC. NBC reserves the right to restrictsuch signal carriage with respect to NBC Programming in the event of a changein applicable law, rule or regulation.

##  

## (b)           In consideration of the grant by NBC to Station of theNon-Duplication Amendment, Station hereby agrees as follows:

##  

### (i)            Stationshall not grant consent to the retransmission of its broadcast signal by anycable television system, or, except as provided in Section 16(b)(ii) below, toany other MVPD whose carriage of broadcast signals requires retransmissionconsent, if such cable system or MVPD is located outside the DMA to whichStation is assigned, unless Station’s signal was actually carried by such cablesystem or MVPD as of April 1, 1993, or, with respect to such cable system, is “significantlyviewed” (as determined by the FCC) as of April 1, 1993.

###  

### (ii)           Stationshall not grant consent to the retransmission of its broadcast signal by anyMVPD that provides such signal to any home satellite dish user, unless suchuser is located within Station’s own DMA.

 

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## (c)           If Station violates any of the provisions set forth inthis Section 16, NBC may, in addition to any other of its rights or remedies atlaw or in equity under this Agreement or any amendment thereto, terminate thisAgreement with respect to the violating Station by written notice to Stationgiven at least ninety (90) days prior to the effective date of suchtermination.

##  

# 17.            “Branding” Plan/Promotion.

#  

## (a)           NBC agrees to work with Station to “brand” Station as an “NBCStation” in Station’s market through cooperative efforts in areas such ason-air promotion, unified graphic design, use of the NBC peacock logo and NBCidentification.  Station agrees to bebranded as an “NBC Station” and to participate in the foregoing brandingpromotion plan during the term hereof so as to cause Station to be identified,in the perception of television viewers, as an “NBC Station” similar to suchviewers’ perception of the NBC O&O’s as “NBC Stations.” NBC, on the onehand, and Station, on the other hand, agree to consult with each other,promptly after execution hereof, with respect to implementation of suchbranding undertaking.

##  

## (b)           Station shall dedicate annually for on-air promotion ofNBC Programming not less than 10,000 Gross Rating Points (“GRP’s”) (the “GRPCommitment”). The NBC Advertising and Promotion department may consult withStation to develop Station’s allocation of the GRP Commitment based onpromotional needs of both Station and NBC; provided that Station shall cause aminimum of 40% and a maximum of 60% of its GRP Commitment to be allocated toprime time (i.e., EASTERN, PACIFIC STATIONS: 8-11 PM Monday-Saturday and 7-11PM Sunday; CENTRAL, MOUNTAIN STATIONS: 7-10 PM Monday-Saturday and 6-10 PMSunday). Station shall provide NBC with appropriate documentation tosubstantiate delivery of its GRP Commitment.

##  

## (c)           Station shall, in good faith, evaluate on a yearly basiswhether to continue to participate in the year-round “Swap” program.

##  

# 18.           Assignment.

#  

## (a)           This Agreement may not be assigned or transferred(including pursuant to any change in the control of Station or any parent orsubsidiary company) directly or indirectly, whether by operation of law orotherwise, without the prior written consent of NBC, which consent shall not beunreasonably withheld (it being understood that NBC may withhold such consentif after conducting good faith due diligence on the proposed transferee, NBChas legitimate competitive, financial or operational reasons not to consent)and no permitted assignment or transfer shall relieve Station of itsobligations hereunder. Any purported assignment or transfer by Station withoutNBC’s consent as required hereby shall be null and void and not enforceableagainst NBC.

##  

## (b)           Station agrees that if any application is made to the FCCpertaining to an assignment or a transfer of control of Station’s license, orany interest therein, Station shall immediately notify NBC in writing of thefiling of such application. Except as to “short form” assignments or transfersof control made pursuant to Section 73.3540(f), NBC shall have the right toterminate this Agreement on any basis NBC deems reasonable with respect toStation for which an application was made, in the event of any assignment ortransfer. Station agrees that

 

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promptlyfollowing Station’s notice to NBC, Station shall arrange for a meeting betweenNBC and the proposed assignee or transferee to review the financial andoperating plans, and such other information as NBC may request of the proposedassignee or transferee.

 

## (c)           For purposes of this Section 18, (i) “control” shall meanhaving the power to direct the affairs of an entity by reason of any of thefollowing: (x) having the power to elect or appoint, directly or indirectly, amajority of the governing body of such entity, (y) owning or controlling theright to vote a majority of the voting interest of such entity or (z) otherwiseowning or controlling a majority interest in such entity, and (ii) “transfer”shall include, without limitation, any direct or indirect change: in thecontrol of any Station or any parent or subsidiary company of Station.

##  

# 19.           Notices/APT. Notices hereundershall be in writing and shall be given (a) by personal delivery or overnightcourier service: addressed to Station, Attn: General Manager, at the addressset forth on the first page of this Agreement, and to NBC at the address setforth on the first page of this Agreement, Attention: Executive Vice President,Affiliate Relations, with a copy to Vice President, Law Department; or at suchother address or addresses as may be specified in writing by the party to whomthe notice is given or (b) if such notice relates to the scheduling,substitution, withdrawal, preemption or other aspect of programming hereunder,by posting to APT or by such other means as NBC may specify to Station fromtime to time. Notices shall be deemed given when personally delivered and onthe next business day following dispatch by overnight courier service. NBC andStation agree to monitor APT on at least a daily basis and to update APT aspromptly as practicable and in any event so as to comply with the notice periodsprovided herein.

#  

# 20.           Entire Agreement/Amendments.The foregoing constitutes the entire agreement between Station and NBC withrespect to the affiliation of Station with NBC, all prior understandings beingmerged herein, except for the Non-Duplication Amendment, the InventoryManagement Plan and the NBC Promotion Swap Program. This Agreement may not bechanged, amended, modified, renewed, extended or discharged, except asspecifically provided herein or by an agreement in writing signed by theparties hereto.

#  

# 21.           Confidentiality. The partiesagree to use their best efforts to preserve the confidentiality of thisAgreement and of the terms and conditions set forth herein, and the exhibitsannexed hereto, to the fullest extent permissible by law.

#  

# 22.           Applicable Law. Theobligations of Station and NBC under this Agreement are subject to allapplicable federal, state, and local laws, rules and regulations (including,but not limited to, the Communications Act of 1934, as amended, and the rulesand regulations of the FCC), and this Agreement and all matters or issuescollateral thereto shall be governed by the law of the State of New Yorkapplicable to contracts negotiated, executed and performed entirely therein(without regard to principles of conflicts of laws).

 

# 23.           Miscellaneous. If anyprovision of this Agreement or the application of such provision to anycircumstance is held invalid, the remainder of this Agreement, or theapplication of such provision to circumstances other than those as to which itis held invalid, will not be affected thereby. A waiver by Station or NBC of abreach of any provision of this Agreement

 

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shallnot be deemed to constitute a waiver of any preceding or subsequent breach ofthe same provision or any other provision hereof.  This Agreement may be signed in any number ofcounterparts with the same effect as if the signature to each such counterpartwere upon the same instrument.

 

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If theforegoing is in accordance with your understanding, please indicate youracceptance on the copy of this Agreement enclosed for that purpose and returnthat copy to NBC.

 
|                           | Very truly  yours,      |
|--------------------------------|-------------------------|
|                           |                    |
|                           | NBC  TELEVISION NETWORK |
|                           |                    |
|                           |                    |
|                           | By:                     |   |
|                           |                    | John Damiano |
|                           |                    | Exec. Vice  President, Affiliate Relations |
|                           |                    |
| AGREED:                        |                    |
|                           |                    |
| CORPORATION  FOR GENERAL TRADE |                    |
|                           |                    |
|                           |                    |
| By:                            |                    |   |   |
|                                |                         |  |  |  |

 

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**SCHEDULE I**

 

**PROGRAMMED TIME PERIODS**

 
| **For EASTERN TIME ZONE STATIONS:** |
|-------------------------------------|
|                                |   |   |
| Monday through Saturday:            |   | 8:00-11:00 P.M. |
| Sunday:                             |   | 7:00-11:00 P.M. |
|                                |   |   |
| Monday through Thursday:            |   | 11:35 P.M.-2:05 A.M. |
| Friday:                             |   | 11:35 P.M.-2:35 A.M. |
| Saturday:                           |   | 11:30 P.M.-1:01 A.M. |
|                                |   |   |
| Monday through Friday:              |   | 4:30-5:00 A.M., 7:00-10:00 A.M. and 6:30-7:00 P.M. |
| Saturday:                           |   | 7:00-9:00 A.M. and 6:30-7:00 P.M. |
| Sunday:                             |   | 8:00-10:00 A.M. and 6:30-7:00 P.M. |
|                                |   |   |
| Monday through Friday:              |   | 1:00-3:00 P.M. |
| Saturday:                           |   | 10:00 A.M.-1:00 P.M. |
|                                |   |   |
| Monday through Thursday:            |   | 2:05-4:00 A.M. |
| Friday                              |   | 2:35-4:30 A.M. |
| Saturday                            |   | 1:01-2:30 A.M. |
| Sunday                              |   | 11:30 P.M.-1:30 A.M. |
|                                |   |   |
| **For CENTRAL TIME ZONE STATIONS:** |
|                                |   |   |
| Monday through Saturday:            |   | 7:00-10:00 P.M. |
| Sunday:                             |   | 6:00-10:00 P.M. |
|                                |   |   |
| Monday through Thursday:            |   | 10:35 P.M.-1:05 A.M. |
| Friday:                             |   | 10:35 P.M.-1:35 A.M. |
| Saturday:                           |   | 10:30 P.M.-12:01 A.M. |
|                                |   |   |
| Monday through Friday:              |   | 4:30-5:00 A.M., 7:00-10:00 A.M. and 5:30-6:00 P.M. |
| Saturday:                           |   | 7:00-9:00 A.M. and 5:30-6:00 P.M. |
| Sunday:                             |   | 8:00-9:00 A.M., 9:00-10:00 A.M. and 5:30-6:00 P.M. |
|                                |   |   |
| Monday through Friday:              |   | 1:00-3:00 P.M. |
| Saturday:                           |   | 9:00 A.M.-12:00 P.M. |
|                                |   |   |
| Monday through Thursday:            |   | 1:05-3:00 A.M. |
| Friday                              |   | 1:35-3:30 A.M. |
| Saturday                            |   | 12:01-1:30 A.M. |
| Sunday                              |   | 10:30 P.M.-12:30 A.M. |

 

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| **For MOUNTAIN TIME ZONE STATIONS:** |
|--------------------------------------|
|                                 |   |   |
| Monday through Saturday:             |   | 7:00-10:00 P.M. |
| Sunday:                              |   | 6:00-10:00 P.M. |
|                                 |   |   |
| Monday through Thursday:             |   | 10:35 P.M. -1:05 A.M. |
| Friday:                              |   | 10:35 P.M.-1:35 A.M. |
| Saturday:                            |   | 10:30 P.M.-12:01 A.M. |
|                                 |   |   |
| Monday through Friday:               |   | 4:30-5:00 A.M., 7:00-10:00 A.M. and 5:30-6:00 P.M. |
| Saturday:                            |   | 6:00-8:00 A.M. and 5:30-6:00 P.M. |
| Sunday:                              |   | 8:00-10:00 A.M. and 5:00-5:30 P.M. |
|                                 |   |   |
| Monday through Friday:               |   | 1:00 P.M.-3:00 P.M. |
| Saturday:                            |   | 8:00 AM.-11:00 A.M. |
|                                 |   |   |
| Monday through Thursday:             |   | 1:05-3:00 A.M. |
| Friday                               |   | 1:35-3:30 A.M. |
| Saturday                             |   | 12:01-1:30 A.M. |
| Sunday                               |   | 10:30 P.M-12:30 A.M. |
|                                 |   |   |
| **For PACIFIC TIME ZONE STATIONS:**  |
|                                 |   |   |
| Monday through Saturday:             |   | 8:00-11:00 P.M. |
| Sunday:                              |   | 7:00-11:00 P.M. |
|                                 |   |   |
| Monday through Thursday:             |   | 11:35 P.M.-2:05 A.M. |
| Friday:                              |   | 11:35 P.M.-2:35 P.M. |
| Saturday:                            |   | 11:30 P.M.-1:01A.M. |
|                                 |   |   |
| Monday through Friday:               |   | 4:30-5:00 A.M., 7:00-10:00 A.M. and 5:30-6:00 P.M. |
| Saturday:                            |   | 6:00-8:00 A.M. and 5:30-6:00 P.M. |
| Sunday:                              |   | 7:00-9:00 A.M. and 5:30-6:00 P.M. |
|                                 |   |   |
| Monday through Friday:               |   | 1:00-3:00 P.M. |
| Saturday:                            |   | 8:00-11:00 A.M. |
|                                 |   |   |
| Monday through Thursday:             |   | 2:05-4:00 A.M. |
| Friday:                              |   | 2:35-4:30 A.M. |
| Saturday:                            |   | 1:01-2:30 A.M. |
| Sunday:                              |   | 11:30 P.M.-1:30 A.M. |

 

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**SCHEDULE II**

 

**NBC PAYMENTS TO STATION**

 

All amounts shown are in millions of dollars ($MM):

 
| ** **               | ** ** | **2003**   | ** ** | **2004**   | ** ** | **2005**   | ** ** | **2006**   | ** ** | **2007**   | ** ** | **2008**   | ** ** | **2009**   | ** ** | **2010**   | ** ** | **2011**   | ** ** |
|--------------------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|
| ** **               | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** |
| Annual Net NBC Payments: |       | $          | 0          |       | 0          |       | 0          |       | 0          |       | 0          |       | 0          |       | 0          |       | 0          |       | 0          |   |
|                          |            |            |            |            |            |            |            |            |            |            |            |            |            |            |            |            |            |            |            |  |

 

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**SCHEDULE III**

 

**STATION PAYMENTS TO NBC**

 

All amounts shown are in millions of dollars ($MM):

 
| ** **       | ** ** | **2003** | ** ** | **2004** | ** ** | **2005** | ** ** | **2006** | ** ** | **2007** | ** ** | **2008** | ** ** | **2009** | ** ** | **2010** | ** ** | **2011** | ** ** |
|------------------|------------|----------|------------|----------|------------|----------|------------|----------|------------|----------|------------|----------|------------|----------|------------|----------|------------|----------|------------|
| ** **       | ** ** |     |       |     |       |     |       |     |       |     |       |     |       |     |       |     |       |     | ** ** |
| Annual Payments: |       | $        | 0.0        |     | 0.0        |     | 0.0        |     | 0.0        |     | 0.0        |     | 0.0        |     | 0.0        |     | 0.0        |     | 0.195      |   |
|                  |            |          |            |          |            |          |            |          |            |          |            |          |            |          |            |          |            |          |            |  |

 

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**EXHIBIT A**

 

**FORM OF DISTRIBUTION CONTRIBUTION AGREEMENT**

 

This agreement (the “Agreement”) between the NBC TelevisionNetwork (“NBC”) and Corporation For GeneralTrade (“Station”), is dated as of January 1, 2003.

 

WHEREAS, NBC and Station have entered into an Affiliation Agreement, datedas of the date hereof (the “Affiliation Agreement”), with respect toStation’s affiliation with NBC;

 

WHEREAS, in connection with Station’s affiliation with NBC, Stationwill broadcast programming provided by NBC;

 

WHEREAS, NBC provides such programming to Station via various means atsubstantial cost and expense to NBC (as more fully described below, the “NBCDistribution Costs”);

 

WHEREAS, pursuant to the Affiliation Agreement, Station agreed toassume the obligations set forth in this Agreement in order to pay a portion ofthe NBC Distribution Costs;

 

NOW THEREFORE, in consideration of the mutual premises set forthherein, the parties hereto agree as follows:

 

1.             NBC DistributionCosts. The NBC Distribution Costs consist of the operational, facilitiesand technical costs, including upgrades, related to processing and distributingNetwork programs, promotions, advertisements, news feeds and other programmingand services to the NBC affiliated television stations.

 

2.             DistributionContribution.

 

a)             Stationhereby agrees to pay NBC its pro rata share (calculated based on Station’sNielsen DMA percentage) of the NBC Distribution Costs (the “Station Payment”)annually throughout the term of this Agreement. The Station Payment shall bemade by wire transfer or such other means as NBC may approve, in two equalbi-annual installments payable each January 15 and June 15.

 

b)            Stationhereby acknowledges that from year to year the NBC Distribution Costs mayincrease, and that accordingly the Station Payment shall increase, inaccordance with increases demonstrated in the annual review of NBC DistributionCosts customarily commissioned by the NBC Affiliate Board. In the event thatfor any given year during the term the Station Payment exceeds the actual NBCDistribution Costs, then NBC shall apply the excess to the NBC StrategicTechnical Development Fund (a/k/a the Overcollection Fund (the “Fund”)).

 

3.             The Fund.Station hereby agrees to pay its pro rata share (calculated based on Station’sNielsen DMA percentage) of $18,000,000 (which payment shall be deducted fromthe Fund) out of a total of $54,000,000 of capital costs relating to the “Genesis”digital broadcast facilities development project, on the schedule presented tothe NBC Affiliate Board and attached hereto as Exhibit A.

 

16

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4.             Term. ThisAgreement shall commence as of the date hereof, and shall remain in full forceand effect for as long as the Affiliation Agreement (including any renewalthereof) remains in effect. Notwithstanding the foregoing, this Agreement shallterminate in the event that Station ceases to be affiliated with NBC.

 

5.             BindingAgreement. This Agreement shall be binding upon NBC and Station uponexecution hereof by each of NBC and Station.

 

6.             Miscellaneous.This Agreement constitutes the entire agreement and understanding of theparties relating to the subject matter hereof and supersedes all prioragreements, negotiations, and understandings between the parties, both oral andwritten, relating thereto. No waiver or amendment of any provision of thisAgreement shall be effective unless in writing and signed by both parties. Theterms of this Agreement shall apply to parties hereto and any of theirsuccessors or assigns; provided, however, that this Agreement maynot be transferred or assigned by Station without the prior written consent ofNBC. This Agreement may be executed in counterparts, each of which whenexecuted shall be deemed to be an original but all of which taken together shallconstitute one and the same agreement. Notices given pursuant to this Agreementshall be deemed given upon dispatch if given via nationally recognizedovernight courier or confirmed facsimile, to the address of the respectiveparty as set forth in the Affiliation Agreement.

 

7.             Governing Lawand Jurisdiction. This Agreement shall be governed by and construed underthe laws of the State of New York applicable to contracts fully performed inNew York, without regard to New York conflicts law. The parties heretoirrevocably waive any and all rights to trial by jury in any proceeding arisingout of or relating to this Agreement.

 

17

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IN WITNESSHEREOF, the parties hereto have caused this Agreement to be executed by theirduly authorized representatives as set forth below.

 

 
| NBC  TELEVISION NETWORK        |   |
|--------------------------------|--------|
|                           |   |
|                           |   |
| By:                            |   |   |   |
|                           | Name:  | John Damiano |   |   |
|                           | Title: | Executive  Vice President, Affiliate Relations |   |   |
|                           |   |
|                           |   |
| CORPORATION  FOR GENERAL TRADE |   |
|                           |   |
| By:                            |   |   |   |
|                           | Name:  |   |   |   |
|                           | Title: | Vice President  & General Manager |   |   |
|                                |        |  |  |  |  |  |  |

 

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APPENDIX A

TO DISTRIBUTION CONTRIBUTION AGREEMENT

 

***AFFILIATE TECHNICAL DEVELOPMENT FUND***

*As of 1999 Year End Close (1997 – 2005)*

 

 

**CONTRIBUTION TOWARDS GENESIS PROJECT**

 
| 1997   | ** ** | $      | 700,000    | ** ** |
|--------|------------|--------|------------|------------|
|   |       |   |       |
| 1998   |       | $      | 1,250,000  |       |
|   |       |   |       |
| 1999   |       | $      | 1,050,000  |       |
|   |       |   |       |
| 2000   |       | $      | 2,500,000  |       |
|   |       |   |       |
| 2001   |       | $      | 2,500,000  |       |
|   |       |   |       |
| 2002   |       | $      | 2,500,000  |       |
|   |       |   |       |
| 2003   |       | $      | 2,500,000  |       |
|   |       |   |       |
| 2004   |       | $      | 2,500,000  |       |
|   |       |   |       |
| 2005   |       | $      | 2,500,000  |       |
|   |       |   |       |
| TOTAL  |       | $      | 18,000,000 |       |

 

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