Exhibit 10.15


 


AFFILIATION AGREEMENT


 


(PRIMARY AFFILIATE)


 


This
Affiliation Agreement (the “Agreement”), is entered into as of June 3, 2003, by
and between UPN, a Delaware partnership, located at 11800 Wilshire Boulevard,
Los Angeles, California 90025, and Winnebago Television Inc. (“Licensee”),
located at 1917 North Meridian Road, Rockford, Illinois 61101 with respect to
television station WTVO-DT (the “Station”), which broadcasts on television
channel 16 and which is licensed by the Federal Communications Commission (the
“FCC”) to serve the community of Rockford, Illinois (the “Licensed Community”),
located in the Designated Market Area of Rockford, Illinois (the “DMA”).  It is understood that Licensee also owns WTVO
(the “Analog Station”), which broadcasts on television channel 17, is licensed
by the FCC to serve the Licensed Community for the DMA and is affiliated with
the ABC television network.


 


1.             LICENSED
RIGHTS.


 


1.1.          Telecast Rights.


 


Subject to the terms of this Agreement, UPN hereby grants to Licensee,
and Licensee accepts, a limited license to telecast the Network Programs (as
defined below), over the Station’s television broadcast facilities.


 


1.2.          Additional Rights.


 


Subject to the terms of this Agreement, UPN hereby grants to Licensee a
royalty-free non-exclusive license during the License Term (as defined below)
to use all trademarks and service marks used by UPN, including, without
limitation, the mark “UPN,” as well as the logos and other artwork used by UPN
to depict such mark (collectively the “Marks”) in the Licensed Community as
trademarks or service marks solely and directly in connection with Licensee’s
television production and telecasting activities and the advertising and
promotion of those activities (collectively the “Goods and Service”).


 


1.3.          Reserved Rights.


 


UPN reserves all other rights which UPN may have in the Network
Programs and the marks which are not expressly licensed to Licensee hereunder
(the “Reserved Rights”), including, without limitation, the right to use, and
to grant and license to others the right to use, the Marks, in whole or in
part, in any manner whatsoever, including without limitation as a trade name,
corporate name, trademark or service mark in connection with any and all goods
and services.  As between Licensee and
UPN, UPN may exploit the Reserved Rights as UPN sees fit, without restriction,
except as otherwise expressly provided in this Agreement.


 

















 


2.             NETWORK
PROGRAMS.


 


2.1.          The Programs.


 


The television programs licensed to Licensee hereunder are all
television programs delivered by UPN to its affiliates for telecast on a
network basis during the License Term (collectively the “Network Programs”).


 


2.2.          Time Periods.


 


UPN currently intends to deliver Network Programs to be telecast during
the following time periods:


 


2.2.1.       UPN’s current broadcast
schedule is as follows:


 


	
  Prime Time Programs:

  	
   

  	
  Monday through Friday, 8:00 p.m. to 10:00 p.m., Eastern and Pacific
  Times, 7:00 p.m. to 9:00 p.m., Central and Mountain Times.

  
	
   

  	
   

  	
   

  
	
  Daytime Programming:

  	
   

  	
  Monday through Friday, 3:00 p.m. to 5:00 p.m. (in all time zones).

  
	
   

  	
   

  	
   

  
	
  Saturday Programming:

  	
   

  	
  Saturday, 12:00 noon to 2:00 p.m. (in all time zones).

  
	
   

  	
   

  	
   

  
	
  Sunday Programming:

  	
   

  	
  Sunday, 9:00 a.m. to 11:00 a.m. (in all time zones).

  



 


2.2.2.       Subject to the provisions
of paragraph 2.5, below, UPN shall have the right to begin delivering up to
seven (7) nights of Prime Time programming (as defined in paragraph 2.6,
below), to be telecast from 8:00 p.m. to 10:00 p.m., Eastern and Pacific’
Times, 7:00 p.m. to 9:00 p.m., Central and Mountain Times for programs which
are scheduled for telecast other than on Sunday, or from 7:00 p.m. to 10:00
p.m., Eastern and Pacific Times, 6:00 p.m. to 9:00 p.m., Central and Mountain
Times, for programs scheduled for telecast on Sunday.


 


2.2.3.       Subject to the provisions
of paragraph 2.5, below, UPN shall have the right to begin delivering up to one
(1) hour of Late Night programming (as defined in paragraph 2.6, below) to be
telecast Monday through Friday, commencing no earlier than 11;00 p.m., Eastern
and Pacific Times, and no earlier than 10:00 p.m., Central and Mountain Times;
and ending no later than 12:30 a.m. the following morning, Eastern and Pacific
Times, and no later than 11:30 p.m., Central and Mountain Times, with the exact
telecast time to be determined by UPN.


 


2.2.4.       It is understood that,
subject to paragraph 2.4 hereof, UPN shall only provide the Daytime Programming
and the Sunday Programming through August 31, 2003.


 


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2.3.          Special Network
Programs.


 


In addition to the Network Programs set forth in paragraph 2.2, above,
UPN anticipates that it may deliver special programs during each year (each a
“Special Network Program”), which Special Network Programs may be intended for telecast
on days or at times when UPN ‘is not then regularly delivering Network Programs
for telecast.  If and when UPN
determines to deliver a Special Network Program, UPN shall provide Licensee
with thirty (30) days prior written notice of the specific day and time during
which such Special Network Program will be scheduled.  Any such Special Network Program shall be considered a Network
Program for all purposes hereunder, except, that, in lieu of the carriage obligations
set forth in paragraph 4, below, with respect to any such Special Network
Program, Licensee shall be required to telecast up to three (3) such Special
Network Programs over the facilities of the Station during each broadcast
season and, to the extent that UPN delivers more than three (3) Special Network
Programs in any broadcast season, Licensee shall use its good faith best
efforts to telecast such additional Special Network Programs over the
facilities of the Station.


 


2.4.          Additional Network
Programs.


 


Notwithstanding anything to the contrary in this Agreement, including,
without limitation, the provisions of paragraph 2.2 hereof, UPN shall have the
right, in its sole discretion, to: (i) modify, cancel or replace any Network
Program; (ii) change the day on or time period during’ which any Network
Program is scheduled for telecast to any other day on which UPN is then
scheduled to telecast Network Programs or to any other time period during which
UPN is then scheduled to telecast Network Programs; (iii) change any day or
days on which UPN schedules Network Programs generally (as opposed to any
specific Network Program) for telecast from those listed in paragraph 2.2,
above; (iv) change any time period or time periods during which UPN schedules
Network Programs generally (as opposed to any specific Network Program) for
telecast from those listed in paragraph 2.2, above; (v) schedule Network
Programs for telecast on days or at times not currently contemplated pursuant
to paragraph 2.2, above; and (vi) increase or decrease the number of hours of
Network Programs to be furnished hereunder from the number of hours specified
in paragraph 2.2.1, above (including, without limitation, an increase or
decrease resulting from an addition in or reduction of the number of days on
which UPN schedules Network Programs for telecast).  Any program delivered by UPN to its broadcast affiliates in place
of any Network Program that, as of the date of this Agreement, is regularly
scheduled for telecast by UPN (a “Current Network Program”), whether on a
temporary or permanent basis, shall also be considered a “Network Program” for
all purposes hereunder.  Any program
delivered by UPN to its broadcast affiliates in addition to the Current Network
Programs (whether on a temporary or permanent basis) is referred to herein as
an “Additional Network Program.” Except as expressly provided in paragraph 6.1,
below, all Additional Network Programs shall also be considered Network
Programs for all purposes hereunder. 
Notwithstanding anything to the contrary in this paragraph 2.4 or in
paragraph 2.5, below, the selection, scheduling, renewal, substitution and
withdrawal of any Network Program, or any portion thereof, shall at all times
remain within UPN’s sole discretion.


 


2.5.          Change in Schedule.


 


UPN shall have the right, in its sole discretion, to change its
broadcast schedule (or to change or alter any Network Program) pursuant to
clauses (i) and (ii) of paragraph 2.4,


 


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above, without the obligation
to provide Licensee with any notice of any such change.  If UPN intends to change its broadcast
schedule pursuant to clauses (iii), (iv) or (v) of paragraph 2.4, above, and
such change will not result in either an increase or decrease in the total
number of hours of Network Programs furnished by UPN, UPN shall give Licensee
not less than ninety (90) days prior written notice of each such change.  If UPN intends to change its broadcast
schedule pursuant to clauses (iii), (iv) or (v) of paragraph 2.4, above, and
such change will result in either an increase or decrease in the total number
of hours of Network Programs furnished by UPN, or if UPN intends to change its
broadcast schedule pursuant to clause (vi) of paragraph 2.4, above, UPN shall
give Licensee not less than one hundred eighty (180) days prior written notice
of each such change.


 


2.6.          Definitions.


 


For purposes of this Agreement, “Prime Time” means 8:00 p.m. (Mondays
through Saturdays, 7:00 p.m. on Sundays) to 11:00 p.m., Eastern and Pacific
Times, and 7:00 p.m. (Mondays through Saturdays, 6:00 p.m. on Sundays) to 10:00
p.m., Mountain and Central Times.  “Late
Night” means 11:00 p.m. to 12:30 a.m. the following morning, Eastern and
Pacific Times, and 10:00 p.m. to 11:30 p.m., Central and Mountain Times.  “Saturday Programming” means programming
delivered by UPN for telecast on Saturday (other than the Enterprise Weekend
Run (as defined in paragraph 2.7, below)), in a time period other than Prime
Time or Late Night.  “Sunday
Programming” means programming delivered by UPN for telecast on Sunday (other
than the Enterprise Weekend Run (as defined in paragraph 2.7, below)), in a
time period other than Prime Time or Late Night.  The Saturday Programming and the Sunday Programming are collectively
referred to herein as the “Weekend Programming.” “Daytime Programming” means
programming delivered by UPN for telecast Monday through Friday (or on any one
(1) or more days other than Saturday and Sunday), in a time period other than
Prime Time or Late Night.


 


2.7.          Enterprise.


 


UPN acknowledges that one (1) of the Prime Time programs currently
scheduled for telecast as a Network Program is the one (1) hour television
series entitled Enterprise.  In addition
to the Prime Time telecast, Station shall repeat each episode of Enterprise or
its successor between 4:00 p.m. and 12:00 midnight on the Saturday or Sunday
immediately following the Prime Time telecast (the “Enterprise Weekend Run”).


 


3.             LICENSE
TERM.


 


The term of the rights granted to Licensee hereunder (the “License
Term”) shall commence and end on the dates specified in the Deal Terms Rider
attached hereto.


 


4.             CARRIAGE.


 


4.1.          Complete Telecasts.


 


Licensee agrees that it is of the essence of this Agreement that it
shall telecast, over a program stream (a “Subchannel”) that may be multiplexed
with other program streams, including that of the Analog Station, telecast over
other Subchannels, all Network Programs delivered to Licensee in their
entirety, including, without limitation, all commercial


 


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announcements, promotional
announcements, Network ID’s, credits and all data transmitted as part of the
signal, without interruption, deletion or addition (except for the addition of
Licensee’s commercial announcements as provided in paragraph 5, below) on the
dates and at the times the Network Programs are scheduled by UPN, subject only
to paragraph 6.1, below.  In connection
with the foregoing, Licensee agrees to maintain complete and accurate records
of all commercial and promotional announcements telecast.  Licensee shall submit copies of all such
records to UPN within one (1) week after UPN’s request therefor.


 


4.2.          Transmission of
Network Programs.


 


Station will provide carriage of the Network Programs exclusively on
Station’s digital channel in the technical format, consistent with the ATSC
standards, provided by UPN, which shall be deemed to include the transmission
by Station of all program related material, as defined below, provided by
UPN.  Station will provide sufficient
channel capacity to achieve a level of transmission quality deemed acceptable
by UPN in its reasonable discretion.  It
is expressly understood that this Agreement applies only to the primary network
feed in digital format of the programming provided by the Network to its affiliated
stations for the purpose of analog broadcasting, together with any associated
program related material.  Consistent
with and subject to the foregoing, the Station shall have the right to use any
available portion of its digital signal for the purpose of transmitting local
programs or any other material for any business purpose; provided, however,
that in the event that UPN proposes that the Station carry additional UPN
digital programming (i.e., “multiplexed” programming) or ancillary data which is
not “program related” as defined below, Licensee agrees to negotiate in good
faith with UPN regarding the terms pursuant to which such multiplexed
programming or ancillary data may be carried. 
As used in this paragraph, “program-related material” shall mean (1)
information and material of a commercial or non-commercial nature which is
directly related to the subject matter or identification of, or persons
appearing in, the Network Programs, or to specific UPN commercial
advertisements or promotional announcements contained in the Network Programs,
if such information or material is transmitted concurrently or substantially
concurrently with the associated Network Program, commercial advertisement or
promotional announcement, (ii) closed-captioning information, (iii) program
identification codes, (iv) program ratings information, (v) alternative
language feeds related to the programming, (vi) video description information
and (vii) such other material as may be essential to or necessary for the
delivery or distribution of the Network Programs in digital format.  Licensee shall telecast each Network Program
licensed hereunder solely from the Station’s originating transmitter and
antenna.  Except as shall be unavoidably
incident to the foregoing, Licensee shall not (i) transmit any Network Program,
or any audio or visual portion thereof, into a place where admission is charged
or where the reception of the transmission is made subject to the payment of a
fee; (ii) relay the telecast of any Network Program, or any audio or visual
portion thereof, to any other party; or (iii) cause, authorize or permit the
transmission, duplication or recording of any Network Program, or any audio or
visual portion thereof, by or over any other medium, facility, device, or method
not expressly authorized hereunder; except that Licensee may assert a right to
carriage of Station’s signal by a cable television system or other multichannel
video programming distributor (“MVPD”) pursuant to the provisions of the Cable
Consumer Protection and Competition Act of 1992 (“the 1992 Cable Act”) or the
Satellite Home Viewer Improvements Act (“SHVIA”) (collectively, the “Acts”),
and may, to the extent permitted by paragraph 4.4 hereof, grant consent to the
retransmission of such signal by a cable television system or other MVPD, as
defined by the Acts.


 


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4.3.          Translators.


 


Notwithstanding the provisions of paragraph 4.2, above, Licensee shall
have the right to transmit a Network Program over the facilities of all
translators which the Station regularly uses for the retransmission of its
broadcast signal (whether or not any such translator is owned or operated by
Licensee) simultaneously with its transmission of that Network Program over the
facilities of the Station’s main transmitter. 
In the event that the signal emanating from the Station’s translators is
received in a community outside the Station’s DMA, UPN shall have the right, at
any time (but not the obligation), to rescind such rights.  If requested by UPN, within one (1) week
after Licensee’s receipt of UPN’s written request, Licensee shall provide UPN
with a list of all translators used for the retransmission of the Station’s
broadcast signal.


 


4.4.          Retransmission
Consent.


 


Licensee may grant consent to the retransmission of Station’s signal by
a cable television system or other MVPD pursuant to the provisions of the Acts
(hereafter “retransmission consent”), provided that at the time retransmission
consent is granted the cable television system or other multichannel program
service on which Station’s signal is to be retransmitted serves television
homes within the DMA.  Notwithstanding
anything to the contrary in the foregoing, in no case shall retransmission
consent be granted to a television receive-only satellite service, or a direct
broadcast satellite service, if Station’s signal is to be retransmitted by such
service to television homes outside of Station’s television market other than
“unserved household(s),” as that term is defined in Section 119(d) of Title 17,
United States Code, as in effect on October 5, 1992.  Nothing contained herein shall (i) be deemed a license to a cable
television system or other MVPD to transmit any of the Network Programs or (ii)
affect UPN’s rights as against any cable television system or other MVPD.


 


5.             LICENSEE’S
COMMERCIAL AND PROMOTIONAL ANNOUNCEMENTS.


 


5.1.          Formatting for Hour
Long Programs.


 


Subject only to applicable governmental rules and regulations, each
hour of Network Programs hereunder shall be formatted to provide Licensee with
the amount of time for Licensee’s commercial announcements (inclusive of
station breaks) as set forth below.  In
addition, UPN may place promotional announcements in the Network Programs, the
number, timing and format of which shall be determined by UPN.


 


5.1.1.       Prime Time:  Three (3) minutes per hour.


 


5.1.2.       Daytime Programming:  If a Network Program telecast during this
time period is intended primarily for children twelve (12) years old or younger
(as determined by UPN), five (5) minutes per hour.  With respect to all other Network Programs telecast during this
time period, seven (7) minutes per hour.


 


5.1.3.       Enterprise Weekend Run:  Four (4) minutes per hour.


 


5.1.4.       Weekend Programming:  If a Network Program telecast during this
time period is intended primarily for children twelve (12) years old or younger
(as determined by UPN), four (4) minutes per hour.  If a Network Program telecast during this time period is a


 


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theatrical or television motion
picture (other than a motion picture intended primarily for children twelve
(12) years old or younger), six (6) minutes per hour.  With respect to all other Network Programs telecast during this
time period, seven (7) minutes per hour.


 


5.1.5.       Late Night:  Seven (7) minutes per hour.


 


5.2.          Formatting for Other
Programs.


 


The number of minutes of commercial announcement time provided to
Licensee pursuant to paragraph 5.1, above, shall be pro-rated for Network
Programs which are less than or greater than one (1) hour in duration.


 


5.3.          Formatting Changes.


 


Notwithstanding the provisions of paragraph 5.1, above, UPN may
decrease the amount of commercial time available to Licensee in any Network
Program or change the allocation of such commercial time between UPN and
Licensee with the prior approval of the Affiliate Board (as defined in
paragraph 10, below), upon ninety (90) days prior written notice to
Licensee.  Subject to the foregoing, the
placement, timing and format of all commercial announcements contained in the
Network Programs shall be determined by UPN.


 


5.4.          Licensee Commercials.


 


Subject to the provisions of this paragraph 5, Licensee may insert
commercial announcements within a Network Program in accordance with UPN’s
instructions and procedures and in accordance with applicable laws, but only at
those points designated by UPN for such purposes.  Neither UPN nor Licensee shall share in the revenue realized by
the other from the sale of commercial announcements.


 


5.5.          Competitive Products.


 


Licensee shall use reasonable efforts, in scheduling its commercial
announcements, to avoid the placement of such announcements in the same
commercial pod competitive products or services contained in commercial
announcements sold by UPN, provided that UPN shall have given Station
reasonable notice of UPN’s anticipated commercial lineup in the Network Program
in question.  In addition, Licensee
shall use reasonable efforts, in scheduling its commercial announcements, to
avoid the placement of such announcements for products or services that are
competitive with those of an advertiser to which UPN has agreed to provide
category exclusivity in the Network Program (including commercial breaks
adjacent thereto) with respect to which such exclusivity agreement applies,
provided that UPN shall have given Station at reasonable notice of such
exclusivity arrangements.


 


5.6.          Limitation on
Commercials.


 


In the event that any state, federal, or other governmental rule,
regulation or law (including, without limitation, a regulation of the FCC), or
any other governmental action reduces or otherwise limits the commercial
advertising or non-program time that can be used in any or all of the Network
Programs, then, notwithstanding the provisions of paragraph 5.1, above, UPN
shall be entitled to reduce, on a pro-rata basis, the amount of commercial time


 


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available to Licensee and UPN
in each of the Network Programs, upon ninety (90) days prior written notice to
Licensee (or upon such shorter notice as may be required by such law or
regulation).


 


6.             PREEMPTION.


 


6.1.          Authorized
Preemptions.


 


6.1.1.       Nothing contained herein
shall be construed to prevent Licensee from rejecting or refusing any Network
Program that Licensee reasonably believes to be unsatisfactory, unsuitable or
contrary to the public interest (an “Unacceptable Program”), or from
substituting a program that Licensee reasonably believes is of greater local or
national importance; provided, however, that Licensee shall give UPN written
notice of each such preemption, and the justification therefor, at least
seventy-two (72) hours in advance of the scheduled telecast, or as soon
thereafter as circumstances permit (including an explanation of the cause for
any lesser notice); and further provided that, except with respect to
Unacceptable Programs, unless UPN gives Licensee written notice that UPN is
exercising its right, pursuant to paragraph 6.2, below, to terminate Licensee’s
right to telecast the preempted Network Program, Licensee fulfills its
make-good obligations as set forth in paragraph 6.3. below.  A Network Program may be considered
unsatisfactory, unsuitable or contrary to the public interest only if (i)
Licensee reasonably believes that the telecast of the Network Program would
violate any applicable governmental laws, rules, regulations or published
policies; (ii) the Network Program does not meet customary engineering
standards; or (iii) Licensee reasonably believes that the Network Program would
not meet prevailing contemporary standards of good taste in the Licensed
Community.  No Network Program may be
considered unsatisfactory, unsuitable or contrary to the public interest, or of
lesser local or national importance, based on program performance or ratings,
advertiser reactions, or the availability of alternative programming
(including, without limitation, sporting events) which Licensee believes to be
more profitable or attractive than the scheduled Network Program.


 


6.1.2.       A preemption of a Network
Program permitted under this paragraph 6.1 is referred to herein as an
“Authorized Preemption”.  In addition to
the Authorized Preemptions described in paragraph 6.1.1, Authorized Preemptions
shall include (provided Licensee fulfills its make-good obligations as set
forth in paragraph 6.3, below) (i) preemptions expressly authorized by Exhibit
A; and (ii) a preemption for a Force Majeure Event, as defined in paragraph 2
of the Standard Terms and Conditions attached hereto.  Any preemption, including, without limitation, a preemption of a
commercial or promotional announcement contained in a Network Program, which is
not an Authorized Preemption hereunder is an “Unauthorized Preemption”.


 


6.2.          UPN’s Rights With
Respect to Preemptions.


 


If, pursuant to paragraph 6.1 hereof, Licensee preempts, or notifies
UPN that it will preempt, a Network Program, then (regardless of whether such
preemption is an Authorized Preemption or an Unauthorized Preemption), UPN
shall have the right, in its sole discretion, to either (i) terminate
Licensee’s right to telecast the preempted Network Program, and license such
telecast rights to any other party, or (ii) require Licensee to comply with the
make-good provisions of paragraph 6.3, below (which make-good provisions shall,
however, be inapplicable


 


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if the Network Program
preempted was an Unacceptable Program). 
If, with respect to any series of Network Programs (a “Network Series”),
Licensee preempts three (3) or more episodes during any twelve (12) month
period (regardless of whether or not such preemptions are Authorized
Preemptions or Unauthorized Preemptions, but not including any preemption to
broadcast a program which Licensee reasonably believes is of greater local or
national importance), then in addition to any other rights or remedies accorded
to UPN hereunder, UPN shall have the right, in its sole discretion, to
terminate Licensee’s right to telecast the remaining episodes of such Network
Series intended for telecast during the then-current and/or future broadcast
season(s), and may license the telecast rights to such terminated episodes to
any other party.


 


6.3.          Make-goods.


 


In the event that Licensee fails for any reason to telecast any Network
Program or any part thereof (including, without limitation, all of the
commercial and promotional announcements contained therein) as provided herein,
and, pursuant to paragraph 6.2 hereof, UPN elects to require Licensee to comply
with the make-good provisions of this paragraph 6.3 with respect to such
omitted Network Program, except with respect to the preemption of an
Unacceptable Program, Licensee shall telecast such omitted Network Program and
the commercial and promotional announcements contained therein (or any
replacement Network Program and commercial and promotional announcements
designated by UPN) in the time period pre-designated by the parties as set
forth in Exhibit A hereto.  If Licensee
does not promptly comply with the provisions of this paragraph 6.3, UPN shall
have the right, without limitation of any other right it may have, to license
the telecast rights to the omitted Network Program to any other party, and
shall have the right to terminate Licensee’s right to telecast the remaining
episodes of such Network Series intended for telecast during the then-current
and/or future broadcast season(s) and thereafter license the telecast rights to
such terminated episodes to any other party. 
In addition, if Licensee does not promptly comply with the provisions of
this paragraph 6.3, the preemption, which gave rise to the make-good
obligation, shall automatically constitute an Unauthorized Preemption hereunder
(as of the date of the original preemption), even if such preemption was
originally an Authorized Preemption.


 


7.             PROMOTION.


 


7.1.          Promotional
Announcements.


 


In addition to the promotional announcements included by UPN in the
Network Programs, UPN shall provide Licensee with promotional announcements for
the Network Programs (the “Promos”), at no cost to Licensee to be telecast by
the Station at times when the Station is not telecasting Network Programs.  Licensee shall use its best efforts to
telecast the Promos in consultation with UPN to obtain the best possible
promotion for the Network Programs; provided, however, that, Licensee must
comply with the minimum promotional announcement requirements (the “Minimum
Promotional Requirement”) set forth in paragraph 7.2, below.  For purposes of this Agreement, Promos do
not include UPN ID’s or other similar announcements that refer only to UPN and
do not refer to any specific Network Program, nor do Promos include any
promotional announcement included by UPN in any Network Program.  Licensee agrees to maintain complete and
accurate records of all promotional announcements telecast.  Licensee shall submit copies of such records
to UPN within three (3) weeks after UPN’s request therefor.


 


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7.2.          Minimum Promotional
Announcement Requirements.


 


With respect to the promotional announcement obligation set forth in
paragraph 7.1, above, Licensee shall telecast no fewer than two (2) thirty (30)
second Promos each hour, seven (7) days per week, when the Station is not
telecasting Network Programs.  In
addition, Station shall telecast no fewer than four (4) thirty (30) second
Promos each day, seven (7) days per week, at any time between 7:00 a.m. and
12:00 midnight in the Station’s local time zone during programming on the
Analog Station and on the Subchannel that carries the Analog Station.  The programming in which each of the Promos
is telecast shall be compatible with the Network Program being promoted in such
Promo.


 


7.3.          Other Promotional
Materials.


 


UPN shall provide Licensee, at no cost to Licensee, with such print, on-air
television, radio and collateral materials promoting the Network Programs as
UPN deems appropriate.  UPN shall also
provide, at reasonable cost to Licensee, such other merchandising materials as
UPN deems appropriate.


 


7.4.          Station
Identification.


 


Commencing on the date Licensee executes this Agreement or, at UPN’s
election, on a subsequent date established by UPN, and continuing throughout
the License Term, Licensee shall, on the Subchannel that carries the Network
Programs, identify the Station exclusively as an affiliate of “UPN,” as part of
the “UPN Network” or by such other name as UPN may subsequently designate in
writing, in all Station I.D.’s telecast, and in all other promotional material
distributed by Licensee or under Licensee’s control with respect to the
Station, whether or not such identifications or promotional materials relate to
the Network Programs or other programming telecast by the Station on the
Subchannel that carries the Network Programs; provided, however, that such
identification may be preceded or followed by the Station’s call letters,
community of license and channel position. 
All such Station I.D.’s and promotional materials shall also incorporate
the UPN logo, as provided to Licensee in the UPN Logo Usage Guide (the “Usage
Guide”), in a design consistent with the rules set forth in said Usage Guide
that has received the prior approval of UPN in accordance with the procedures
specified therein.  During the License
Term, Licensee shall not identify the Station as being affiliated with or part
of any other broadcast television network, and shall also identify the Station
as being the primary UPN affiliate in the Licensed Community to all ratings
services, including, without limitation, Nielsen.  In addition, in the event that the Station telecasts television
programming provided by any other television network, the Station shall not
telecast the name, logos or any other identification of such other television
network.  It is understood that the
foregoing restrictions are applicable only with respect to the programming
telecast by Station on the Subchannel that carries the Network Programs and do
not apply to any other Subchannel over which Station may be telecasting
programming of another network.


 


7.5.          Co-op Advertising.


 


Licensee shall participate in UPN’s co-op advertising program in
accordance with UPN’s written co-op advertising guidelines, as the same may be
in effect from time-to-time.  In


 


10

















 


that regard, Licensee shall allocate
a portion of the Station’s annual advertising budget to allow for Licensee’s
participation in UPN’s co-op advertising program.


 


7.6.          Restrictions On
Advertising and Promotional Materials.


 


From time to time, UPN may provide Licensee with written notice of
advertising, publicity and promotional requirements and restrictions applicable
to the Network Programs, the persons rendering services in the Network Programs
or UPN’s advertisers.  Licensee shall
strictly comply with these requirements and restrictions at all times after
their receipt.  If Licensee undertakes
to conduct its own promotional activities (including, without limitation, any
contest, sweepstakes or other similar promotional activity), Licensee agrees
and acknowledges that the indemnity provisions of paragraph 4.2 of the Standard
Terms and Conditions attached hereto shall extend to any claims against UPN (or
any other party indemnified by Licensee pursuant to paragraph 4.2 of the
Standard Terms and Conditions) arising out of or relating to any such
promotional activity.


 


8.             EXCLUSIVITY.


 


8.1.          Exclusivity.


 


Except as set forth in paragraphs 6.2 and 6.3, above, during the
License Term UPN shall not license the Network Programs, or any of them, to any
broadcast television station licensed by the FCC to operate in the Licensed
Community, other than the Station. 
Licensee acknowledges that telecasts of the Network Programs originating
outside of the Licensed Community may be received by television sets located
within the Licensed Community, and Licensee agrees that such reception shall
not constitute a breach of this Agreement by UPN.


 


8.2.          Network Exclusivity
Zone.


 


For purposes of this paragraph, a television station’s “Network
Exclusivity Zone” shall mean the zone within thirty-five (35) miles of the
station’s reference points, or, in the case of a “small market television
station,” as defined in Section 76.92 of the FCC Rules, the zone within
fifty-five (55) miles of said reference points; provided, however, that in no
case shall the “Network Exclusivity Zone” include an area within the Designated
Market Area, as most recently determined by Nielsen, of another UPN
affiliate.  A station’s “reference
points” for purposes of this paragraph shall be as defined in Section 73.658(m)
of the FCC Rules, and shall be deemed to include, with respect to a station in
a hyphenated market, the reference points of each named community in that
market.  For purposes of this Agreement,
“FCC Rules” means the rules and regulations of the FCC, as the same may be in effect
from time-to-time, as set forth in volume 47 of the Code of Federal Regulations
(“47 CFR”).  All references in this
Agreement to specific sections of the FCC Rules shall be deemed to be
references to the applicable section in 47 CFR.


 


8.3.          Network Non-duplication.


 


Licensee shall be entitled to exercise, within Station’s Network
Exclusivity Zone, the protection against duplication of network programming in
any and all formats (including digital format), as provided by Sections 76.92
through 76.95 and Sections 76.120 through 76.124 of the FCC Rules, with respect
to a Network Program during the period beginning one (1) day


 


11

















 


before and ending seven (7)
days after the day UPN intends for such Network Program to be generally
broadcast by UPN’s affiliates; provided, however, that such right shall apply
only to Network Programs broadcast in the intended time period or authorized
make-good time period; and provided further that nothing herein shall be deemed
to preclude UPN from granting to any other broadcast television station
licensed to any other community similar network non-duplication rights within
that station’s Network Exclusivity Zone, and Licensee’s aforesaid right of
network non-duplication shall not apply with respect to the transmission of the
programs of another UPN affiliate (current or future) by a “community unit,” or
a satellite carrier, as those terms are defined by the FCC Rules, located
(wholly or partially), or serving subscribers, within the area in which
Station’s Network Exclusivity Zone overlaps the Network Exclusivity Zone of
that other UPN affiliate.  In connection
with the foregoing, concurrently with the parties’ execution of this Agreement,
the parties will enter into an Exclusivity Rider substantially in the form of
Exhibit B hereto.  Notwithstanding the
provisions of this paragraph or the Exclusivity Rider, (a) UPN shall have the
right to authorize any television broadcasting station (whether or not such
station is in the Licensed Community) to telecast any program offered by UPN
concerning a subject UPN deems to be of immediate national significance,
including, without limitation, a Presidential address; and (b) with respect to
the MGM movies that currently constitute the Saturday Programming, exclusivity
is granted only with respect to the regularly scheduled period of broadcast of
said Saturday Programming.


 


8.4.          Exclusive Network
Rule.


 


In consideration for the exclusivity granted to Licensee hereunder, if
at any time, the FCC’s exclusive network rule is eliminated or amended to
permit Licensee to have an exclusive affiliation agreement (i.e., an
affiliation agreement that prohibits Licensee from telecasting programming
provided by other networks), then Licensee agrees that, commencing upon the
effective date of such amendment or the elimination of such rule, Licensee
shall not telecast or otherwise retransmit programming provided by any other
national network on the Subchannel that carries the Network Programs.


 


9.             DELIVERY.


 


9.1.          Program Reception and
Retention.


 


UPN shall make the Network Programs available to Licensee in such
sequence as UPN shall determine.  Any
and all costs of whatever kind or nature incurred with respect to the reception
of the Network Programs and the telecast of the Network Programs by the Station
shall be borne by and shall be the sole responsibility of Licensee.  All right, title and interest in and to the
Network Programs delivered to Licensee shall, at all times, remain the property
of UPN, subject only to Licensee’s right to telecast the Network Programs in
accordance with the terms of this Agreement. 
Licensee shall have the right to prepare and retain a taped copy of each
Network Program delivered to Licensee hereunder until such time as the Station
has telecast that Network Program as scheduled by UPN (provided, however, that,
in the case of Enterprise or its successor, Station may retain the taped copy
until the Enterprise Weekend Run is telecast), after which time Licensee shall
erase or destroy the taped copy of that Network Program.  At UPN’s request, Licensee shall furnish UPN
with a Certificate of Erasure or Destruction signed by an officer of Licensee,
or other evidence reasonably acceptable to UPN of such erasure or destruction.


 


12

















 


9.2.          Program Information.


 


UPN shall endeavor to provide Licensee with synopses for each of the
Network Programs, as well as other programming information, reasonably in
advance of the Station’s telecast of each Network Program.


 


10.           AFFILIATE
BOARD.


 


For purposes of this Agreement, the “Affiliate Board” means the
Affiliate Board of Governors established to represent the UPN affiliates.  UPN shall consult with the Affiliate Board
from time to time in connection with the Network Programs; provided, however,
that, except as expressly provided to the contrary herein, all decisions shall
ultimately be made by UPN in its sole discretion.


 


11.           CHANGE
IN OPERATIONS.


 


Licensee shall notify UPN immediately in writing if Licensee applies to
the Federal Communications Commission to materially modify the Station’s
transmitter location, power or frequency or if Licensee plans to materially
modify the Station’s hours of operation or programming format.


 


12.           STANDARD
TERMS AND CONDITIONS.


 


This Agreement is subject to UPN’s Standard Terms and Conditions, which
are attached hereto and incorporated herein by reference.  In the event of any inconsistency between
the principal portion of this Agreement and the Standard Terms and Conditions,
the principal portion of this Agreement (including the riders and exhibits
attached hereto) shall control.


 


IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first written above.


 


	
  UPN

  	
  WINNEBAGO TELEVISION INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Peter Schruth

  	
  Name:

  
	
   

  	
   

  
	
  President, Affiliate Relations

  	
  Title:

  
	
   

  	
   

  
	
  Dated:

  	
  Dated:

  



 


13

















 


STANDARD TERMS AND CONDITIONS


 


1.             TRADEMARK
MATTERS.


 


1.1.          During the Term, UPN
shall not license the Marks to any broadcast television station licensed by the
FCC to operate in the Licensed Community, other than the Station.  Licensee acknowledges that telecasts
incorporating one (1) or more of the Marks originating outside of the Licensed
Community may be received by television sets located within the Licensed
Community, and Licensee agrees that such reception shall not constitute a
breach of this Agreement by UPN.


 


1.2.          Licensee acknowledges
all of UPN’s rights and interests in and to the Marks throughout the world in
any form or embodiment thereof. 
Licensee acknowledges and agrees that it has not acquired any property
rights in or to the Marks, will not acquire any property rights in or to the
Marks other than the license specifically granted herein, and will not use the
Marks or any similar trademark, service mark or trade name at any time during
or after the License Term except pursuant to this Agreement and any amendment
or supplement hereto executed by UPN. 
Licensee will never challenge UPN’s rights or those of UPN’s grantors
with respect to the Marks, nor will Licensee challenge the validity of the
Marks or any application for registration thereof, or any copyright or
trademark registrations thereof. 
Licensee will not, at any time, do or suffer to be done, any act or
thing which will in any way jeopardize, dilute or adversely affect any of UPN’s
rights or the rights of its grantors with respect to the Marks or any
registrations thereof or which, directly or indirectly, will reduce the value
of the Marks.


 


1.3.          Licensee acknowledges
that the Marks have acquired valuable secondary meaning and goodwill with the
public, and that products and services bearing the Marks have acquired a
reputation of highest quality. 
Accordingly, Licensee undertakes and agrees not to use the Marks in any
manner whatsoever which, directly or indirectly, would derogate or detract from
their repute or which would demean, ridicule or reflect adversely upon the
Marks or UPN.  Licensee recognizes that
its undertaking in this paragraph represents a major inducement and
consideration for UPN to enter into this Agreement.


 


1.4.          Notwithstanding anything
to the contrary contained herein, in the event that UPN discontinues its use of
one (1) or more of the Marks, upon written notice to Licensee that UPN has
discontinued its use of such Mark or Marks, the license granted hereunder with
respect to the Mark or Marks referred to in UPN’s notice shall automatically
terminate and Licensee shall have no further right to any use of such Mark or
Marks.


 


1.5.          The quality of the Goods
and Services shall meet or exceed the quality of the goods and services offered
by UPN that utilize the Marks.


 


1.6.          Licensee shall
faithfully and accurately reproduce the Marks. 
No partial version of the Marks, or any fragments thereof, nor, except
as expressly provided below, any modified or derivative version of the Marks,
may be used at any time for any purpose without UPN’s prior written consent in
each instance.  Notwithstanding the
foregoing, UPN agrees that Licensee may use one (1) or more of the Marks in
connection with Licensee’s trademarks or service marks used by Licensee in
connection with the Station’s telecast activities.  In that regard, UPN specifically acknowledges that Licensee shall
be entitled to use one (1) or more of


 

















 


the Marks in combination with
the Station’s call letters or channel designation to identify the Station, and
may use such designation in connection with all of the Station’s television
production and telecasting activities relating to the programs carried on the
Subchannel that carries the Network Programs, and the advertising and promotion
thereof, regardless of whether or not such activities consist of telecasting
Network Programs.  UPN also specifically
acknowledges that Licensee shall be entitled to refer to its news telecasts as
“UPN News,” and may use such designation in connection with advertising and
promoting the Station’s news production and telecasting activities in
connection with news telecasts carried on the Subchannel that carries the
Network Programs.  Except as set forth
herein, Licensee shall not combine any other trademark, service mark or trade
name with the Marks, without UPN’s express prior written approval.  UPN shall own any approved partial, modified
or derivative versions of the Marks and, subject to Licensee’s rights and the
rights of any third parties, any approved combination marks.


 


1.7.          Licensee shall, at its
own expense, apply trademark notices or other markings as UPN may request in
connection with each and every use of the Marks.  Notwithstanding the foregoing, Licensee shall not be responsible
for trademark notices on Network Programs and related materials delivered by
UPN to Licensee pursuant to this Agreement; provided that Licensee shall not
alter any notices contained in such Network Programs and related materials.


 


1.8.          Licensee shall be solely
responsible for and shall comply with all laws, rules and regulations, if any,
of governments and agencies and political subdivisions thereof in connection
with the Goods and Services.  Licensee
warrants and represents that the Goods and Services will not violate the rights
of any other person or entity.


 


1.9.          Upon UPN’s request,
Licensee shall furnish to UPN, free of cost, a detailed statement describing
the Goods and Services, including, without limitation, the form and manner in
which such activities are intended to be rendered, along with copies of all
materials to be used in connection with the Goods and Services in the form
Licensee intends to utilize such materials.


 


1.10.        UPN or its representatives
shall, upon reasonable notice, have access for quality inspection purposes to
the premises where the Goods and Services are produced or rendered during
regular business hours.  All expenses of
conducting such inspections shall be borne by UPN, unless such inspection
reveals that the Goods and Services do not comply in all material respects with
the quality standards set forth herein, in which case Licensee shall pay all
reasonable costs and expenses of carrying out the inspection.


 


1.11.        If UPN reasonably
determines that any material aspect of the Goods and Services, or Licensee’s
use of the Marks in connection with the production, advertising, promotion or
telecasting of the Goods and Services, does not comply with UPN’s quality
standards or is otherwise in violation of this Agreement, then UPN shall notify
Licensee in writing specifying such deficiencies.  If Licensee does not correct all such deficiencies to UPN’s
reasonable satisfaction within a reasonable time, then, in addition to any
other rights or remedies afforded to UPN, UPN may avail itself of any of the
remedies set forth in paragraph 7, below.


 


2

















 


1.12.        Licensee shall fully
cooperate with UPN in protecting all rights in and to the Marks.  Licensee shall not at any time register or
apply to register for Licensee’s benefit the Marks or any modified or
derivative version thereof.  All uses of
the Marks by Licensee hereunder shall inure to the benefit of UPN or its
grantors.


 


1.13.        In the event that Licensee
learns of any infringement or imitation of the Marks or of any use by any
person of a copyright, trademark, service mark, trade name, trade dress or
proprietary item similar to the Marks, it shall promptly notify UPN thereof in
writing and if, in Licensee’s opinion, such infringement, imitation, or use
also constitutes an infringement of the rights granted to Licensee hereunder,
Licensee shall specifically so state in its notice; provided, however, that
Licensee’s inadvertent failure to give such notice shall not constitute a
breach of this Agreement.  In such
event, UPN shall have the sole right to determine whether or not any action
shall be taken with respect to such infringements or imitations.  Licensee agrees to assist UPN to the extent
necessary in the procurement of any protection or to protect any of UPN’s
rights to the Marks, and UPN, if it so desires, may commence or prosecute any
claims or suits in its own name or in Licensee’s name, or join Licensee as a
party thereto.  Licensee shall not
institute any suit or take any action on account of any such infringement or
imitation without first obtaining UPN’s written consent to do so.  All costs and expenses, including legal
fees, incurred in connection with any such suits which are instituted by
Licensee with UPN’s prior written consent shall be borne solely by
Licensee.  As to suits instituted by
Licensee with UPN’s prior written consent, Licensee shall undertake and control
the prosecution of such suits using counsel approved by UPN, and such counsel
shall consult fully with UPN concerning the strategy and tactics of such
proceedings.  UPN shall have the right
to participate and represent its interests through counsel of its own choosing.  If UPN elects to participate through counsel
of its own choosing, UPN shall pay the costs of such counsel.  Licensee shall not have any rights against
UPN for damages or any other remedy by reason of any action filed by UPN, any
determination by UPN not to act or any settlement to which UPN may agree with
respect to any alleged infringements or imitations by others of the Marks, nor
shall any such action or determination, or such settlement, by UPN affect the
validity or enforceability of this Agreement.


 


1.14.        UPN will at all times have
the right, in its sole discretion, to take whatever steps it deems necessary or
desirable to protect the Marks from harmful or wrongful activities of third
parties involving the Goods and Services or otherwise and, subject to the
provisions of paragraph 1.13, above, shall have the right to control any
litigation or other proceeding undertaken by it for any such purpose.


 


1.15.        The license granted
hereunder with respect to the Marks shall automatically terminate on the expiration
of the License Term.


 


2.             FORCE
MAJEURE.


 


UPN shall not
be liable to Licensee for failure to supply any programming or any part
thereof, nor shall Licensee be liable to UPN for failure to telecast any such
programming or any part thereof, by reason of any act of God, labor dispute,
non-delivery by program suppliers or others, failure or breakdown of satellite
or other facilities, legal enactment, governmental order or regulation or any
other cause beyond their respective control (each a “Force Majeure Event”).


 


3

















 


3.             REPRESENTATIONS
AND WARRANTIES.


 


3.1.          UPN represents and
warrants that Licensee’s telecasting of the Network Programs over the
facilities of the Station, in accordance with this Agreement, shall not violate
or infringe upon the rights of others; provided, however, that the foregoing
representations and warranties shall not apply to: (i) public performance
rights in music as set forth in paragraph 5, below; (ii) any material furnished
or added to the Network Programs after delivery to Licensee by any party other
than UPN; or (iii) the deletion of any material from or changes to the Network
Programs as delivered by UPN by any party other than UPN.


 


3.2.          Licensee represents and
warrants that it has full authority to enter into and completely perform this
Agreement.  Licensee has not, and will
not, undertake any action that might impair UPN’s rights under this
Agreement.  There are no existing or
threatened claims or litigation that would adversely affect or impair
Licensee’s ability to completely perform under this Agreement.


 


4.             INDEMNITIES.


 


4.1.          UPN will defend,
indemnify and hold harmless Licensee (including its officers, directors,
owners, shareholders, employees and agents) from and against any and all third
party claims and expenses (including, without limitation, reasonable attorneys’
fees) and liabilities, but not including “lost profits” or consequential or
indirect damages, due to UPN’s breach of any of its obligations, representations
or warranties set forth in this Agreement. 
Notwithstanding the foregoing, UPN does not make any representations or
warranties with respect to, and shall not indemnify Licensee against, any
claim, action or proceeding wherein it is alleged that matter contained in the
Network Programs was the proximate cause of any criminal or self-destructive
act or resulting civil damage.


 


4.2.          Licensee will defend,
indemnify and hold harmless UPN, its successors, licensees, assigns and parent,
subsidiary and affiliated companies or entities (including, without limitation,
any partners in UPN), and the directors, officers, employees, agents,
successors, licensees and assigns of each of the foregoing, from and against
any and all third party claims and expenses (including, without limitation,
reasonable attorneys’ fees) and liabilities, due to: (i) the use by Licensee or
its successors or assigns of the Network Programs (other than claims, damages,
liabilities, costs or expenses as to which and to the extent that UPN is obligated
to indemnify Licensee pursuant to the preceding paragraph); (ii) Licensee’s
telecast or distribution of promotional materials for the Network Programs
other than those promotional materials delivered to Licensee by UPN; (iii)
Licensee’s failure to comply with any restriction on the exercise of any rights
granted to it under this Agreement; (iv) Licensee’s breach of any of its
obligations, representations or warranties set forth in this Agreement; or (v)
any matters excluded from UPN’s representations and warranties pursuant to
clauses (i), (ii) or (iii) of paragraph 3.1, above.  Licensee will remain responsible for honoring Licensee’s
indemnity obligations pursuant to this paragraph 4.2 despite any assignment pursuant
to paragraph 11, below.


 


4.3.          Each party agrees that,
upon receipt or presentation of any claim or notification of the institution of
any action with respect to which indemnification might be required hereunder,
such party will promptly notify the other party in writing thereof.  With respect to any such indemnification,
the indemnitor shall have the right to control the course and


 


4

















 


conduct of such defense, and
the indemnitee shall cooperate fully with the indemnitor in defending such claim.  Any such indemnitee shall have the right, in
its discretion and at its sole expense, to retain independent counsel and to
participate in any such defense.


 


5.             MUSIC.


 


UPN warrants that the performing rights to the music contained in the
Network Programs shall be (i) controlled by a performing rights society, (ii)
in the public domain, or (iii) controlled by UPN to the extent necessary to
permit Licensee’s use hereunder.  UPN
does not represent or warrant that Licensee may exercise the performing rights to
such music without paying a performing rights royalty or license fee.  Licensee shall, at its sole cost and
expense, secure all performing rights licenses necessary for the telecast of
the music contained in each of the Network Programs.


 


6.             DEFAULT.


 


6.1.          The occurrence of any of
the following events shall constitute an “Event of Default” hereunder: (i)
Licensee’s insolvency or failure to pay its debts when due; (ii) Licensee
making an assignment for the benefit of creditors, or seeking relief under any
bankruptcy law or similar law for the protection of debtors, or suffering a
bankruptcy petition to be filed against it or a receiver or trustee appointed
for substantially all of its assets, if the same is not removed within thirty
(30) days; (iii) Licensee’s breach of or failure to comply with any material
term, covenant, representation, warranty or condition of this Agreement or any
other agreement between UPN and Licensee; (iv) a breach by any company or
entity affiliated with Licensee (including, without limitation, Licensee’s
parent or subsidiary entities) of, or failure by any such party to comply with,
any material term, covenant, representation, warranty or condition of any
agreement between UPN and any such company or entity; (v) any attempt by Licensee
to make any assignment or transfer of this Agreement without first obtaining
UPN’s consent as required by paragraph 11, below; or (vi) with respect to an
assignment or transfer of this Agreement to which UPN has consented pursuant to
paragraph 11, below, Licensee’s failure to obtain a written agreement from such
assignee or transferee prior to any such assignment or transfer, in form and
substance satisfactory to UPN, assuming all of Licensee’s obligations under
this Agreement (provided, however, that nothing contained herein shall prevent
UPN from waiving such Event of Default and ratifying such assignment or
transfer).


 


6.2.          With respect to any
Event of Default hereunder, if the Event of Default is incapable of cure, then
Licensee will be in default immediately upon the occurrence of the event giving
rise to the default.  If the Event of
Default is capable of cure, then Licensee will have ten (10) days after its
receipt of a written notice from UPN specifying the Event of Default within
which to cure the default.  If the Event
of Default is incapable of cure, or if Licensee fails to cure within the time
provided, then, in addition to any and all other rights or remedies accorded to
UPN pursuant to this Agreement (including, without limitation, the termination
rights accorded to UPN pursuant to paragraph 7.1.1, below), and in addition to
any and all other rights or remedies accorded to UPN at law or in equity
(including, without limitation, the right to recover damages), UPN may avail
itself of any of the additional remedies set forth in paragraph 9, below.


 


5

















 


7.             TERMINATION
RIGHTS.


 


7.1.          Notwithstanding anything
to the contrary contained in this Agreement, in addition to any other rights or
remedies accorded to UPN pursuant to this Agreement, or any other rights or
remedies accorded to UPN at law or in equity, and regardless of whether or not
an Event of Default has occurred (except as expressly noted below), UPN may
(but shall not be obligated to) terminate this Agreement upon the occurrence of
any one (1) or more of the following events (subject to any applicable notice
provisions set forth below):


 


7.1.1.       Upon the occurrence of an
Event of Default, if such Event of Default is not cured within the time allowed
pursuant to paragraph 6.2, above (if any). 
Such termination shall become effective immediately upon Licensee’s
receipt of UPN’s written termination notice.


 


7.1.2.       If Licensee fails to give
UPN written notice, as required by paragraph 11.3 hereof, of the filing with
the FCC of an application for consent to the assignment or transfer of control
of Station’s License, by UPN’s giving Licensee written notice of termination
within thirty (30) days of its learning of the filing of such application.  A termination of this Agreement pursuant to
this paragraph 7.1.2 shall be effective as of the effective date of any
assignment or transfer of control (voluntary or involuntary) of Station’s
License or any interest therein, or fifteen (15) days after Licensee’s receipt
of notice of termination, whichever is later.


 


7.1.3.       If the Station has three
(3) or more Unauthorized Preemptions during any twelve (12) month period during
the License Term, or if UPN reasonably believes based on Licensee’s actions or
statements that such Unauthorized Preemptions will occur.  Such termination shall become effective
thirty (30) days after Licensee’s receipt of UPN’s written termination notice.


 


7.1.4.       If the Station’s power,
frequency or hours of operation are materially reduced at any time, other than
as a result of a Force Majeure Event, or the Station’s transmitter location or
programming format is materially changed, so that Station’s value to UPN as a
telecaster of Network Programs is less than as of the date of this Agreement,
and such reduction or change has not been cured within fifteen (15) business
days after it occurs.  Such termination
shall become effective immediately upon Licensee’s receipt of UPN’s written
termination notice.


 


7.1.5.       If, due to a Force Majeure
Event, Licensee substantially fails to telecast the Network Programs, as
scheduled by UPN, for four (4) consecutive weeks, or for six (6) weeks in the
aggregate during any twelve (12) month period. 
Such termination shall become effective fifteen (15) days after Licensee’s
receipt of UPN’s written termination notice.


 


7.1.6.       If UPN, or any company
affiliated with UPN, including, without limitation, Paramount Pictures
Corporation, CBS and Viacom Inc. or any of their affiliates, acquires a
financial interest (or acquires an option to acquire a financial interest) in a
television station, or the license for such station, in the Station’s DMA.  Such termination shall become effective
thirty (30) days after Licensee’s receipt of UPN’s written termination notice.


 


6

















 


7.1.7.       If, at any time during the
License Term, Licensee enters into a local marketing or time brokerage
agreement (or other similar agreement) with any third party and such third
party causes Licensee or the Station to engage in practices or activities which
UPN reasonably believes are or will be detrimental to UPN, or causes Licensee
or the Station to discontinue any activities or practices which UPN reasonably
believes are beneficial to UPN.  Such
termination shall become effective thirty (30) days after Licensee’s receipt of
UPN’s written termination notice.


 


7.1.8.       If UPN ceases operation of
a national network television service. 
Such termination shall become effective ninety (90) days after
Licensee’s receipt of UPN’s written termination notice.


 


7.2.          Licensee shall have the
right to terminate this Agreement only if, due to any Force Majeure Event, UPN
substantially fails to provide Network Programs generally for four (4)
consecutive weeks, or for six (6) weeks in the aggregate during any twelve (12)
month period, in which event Licensee may terminate this Agreement upon fifteen
(15) days prior written notice. 
Notwithstanding the foregoing, UPN’s failure to provide any specifically
identified Network Program (as opposed to its failure to provide Network
Programs generally), or UPN’s delivery of repeat telecasts of one or more
Network Programs, beyond the number of repeat telecasts originally contemplated
by UPN, shall not constitute a failure to provide Network Programs as provided
herein.


 


8.             RIGHTS
ON TERMINATION.


 


8.1.          On the expiration or
termination of the licenses granted to Licensee hereunder, whether by
expiration of the License Tern or UPN’s termination of this Agreement prior to
the expiration of the License Tern, all of Licensee’s rights hereunder
(including, without limitation, all of Licensee’s rights with respect to the
Network Programs and the Marks) shall automatically terminate and revert to
UPN, and Licensee shall immediately discontinue telecasts of the Network
Programs and all use of the Marks or any variation or simulation thereof.  In addition, upon any such termination,
Licensee shall immediately discontinue producing, advertising and promoting the
Goods and Services unless Licensee first removes all references to or uses of
the Marks.


 


8.2.          Without limiting the
foregoing, upon termination of the licenses granted to Licensee hereunder, the
parties shall perform all other acts which may be necessary or useful to render
effective the termination of Licensee’s interest in the Network Programs and
the Marks, and Licensee shall execute any assignment, conveyance,
acknowledgment or other document that UPN may require, relinquishing or
conveying to UPN any and all rights to or interest in the Marks that Licensee
has, and any goodwill associated therewith.


 


8.3.          If UPN terminates this
Agreement pursuant to any provision hereof, notwithstanding such termination,
UPN shall continue to have, and hereby reserves, all rights and remedies which
it has, or which are granted to it by operation of law, with respect to any
breach of this Agreement by Licensee, including, without limitation the right
to recover damages with respect to any breach of this Agreement and the right
to seek injunctive or other equitable relief with respect to any unlawful or
unauthorized use of the Network Programs or the Marks.


 


7

















 


9.             ADDITIONAL
REMEDIES.


 


9.1.          Licensee agrees that
Licensee’s obligations hereunder are of a special, unique, unusual and
extraordinary character which give them a peculiar value such that Licensee’s
failure to comply with such obligations cannot be reasonably or adequately
compensated by damages in an action at law, and that a breach of Licensee’s
obligations hereunder will cause UPN to suffer irreparable injury and
damage.  Licensee hereby expressly
agrees that UPN will be entitled to injunctive or equitable relief, including,
without limitation, specific performance, to prevent or cure any breach or
threatened breach of Licensee’s obligations hereunder.  UPN’s resort to injunctive or equitable
relief, however, will not be construed as a waiver of any other rights which
UPN may have against Licensee for damages or otherwise.


 


9.2.          A waiver by either party
of any breach of this Agreement shall not be deemed a waiver of any prior or
subsequent breach hereof.  No waiver
shall be effective unless in writing. 
The exercise of any right will not be deemed a waiver of any other right
or of any default of the other party. 
All remedies of either party shall be deemed cumulative and the pursuit
of any one remedy shall not be deemed a waiver of any other remedy.  Except where otherwise specifically noted,
all references in this Agreement to “damages” shall mean all recoverable
damages to the fullest extent permissible under law, including, without
limitation, consequential damages, statutory damages and punitive damages.


 


10.           NOTICE
OF INTENT TO SELL AVAILABLE ASSETS.


 


If at any time
during the License Term Licensee intends to sell, transfer or assign any or all
of its rights in and to the Station, the assets comprising the Station or the
license for the Station (collectively the “Available Assets”), prior to
selling, assigning or transferring any of the Available Assets to a third
party, Licensee shall notify UPN in writing to such effect prior to offering
the Available Assets to any third party.


 


11.           ASSIGNMENT.


 


11.1.        UPN may assign this
Agreement to (1) any entity affiliated with UPN, including, without limitation,
any entity which is a partner in UPN, (ii) any entity affiliated with any
partner in UPN, or (iii) any entity acquiring all, or substantially all, of the
assets or business of UPN.  Thereafter,
such assignee may assign this Agreement to any other entity affiliated with
such assignee.  Any such assignment
shall release the assignor from its obligations hereunder and substitute the
assignee therefor.


 


11.2.        Licensee may not assign
this Agreement or any rights hereunder, either in whole or in part, voluntarily
or by operation of law, without UPN’s prior written consent.  Any assignment permitted by UPN hereunder
shall not relieve Licensee of its obligations hereunder.  Any purported assignment by Licensee
(including, without limitation, a transfer of control of the Station’s license)
without UPN’s prior written consent shall, at UPN’s election, be null and void
and shall not be enforceable against UPN; provided, however, that UPN, in its
sole discretion, may elect to waive the Event of Default arising from Licensee’s
failure to obtain UPN’s prior written consent to any such assignment (or
transfer of control) and UPN may consent to a purported assignment of this
Agreement (or a transfer of control of the Station’s license) by


 


8

















 


Licensee after the effective
date of such purported assignment (or transfer of control).  For purposes of this paragraph, an
assignment or transfer of a controlling interest in Licensee’s capital stock or
other evidence of ownership, or the sale of all or substantially all of
Licensee’s assets, will be deemed an assignment or transfer for which UPN’s
prior written consent must first be obtained.


 


11.3.        Licensee shall notify UPN
immediately after any application is made to the FCC relating to a transfer
either of any interest in Licensee or of the Station’s license.  In the event that UPN shall disapprove of
the proposed transferee, UPN shall have the right to terminate this Agreement
effective as of the effective date of any such transfer (except a transfer
within the provisions of Section 73.3540(f) of the FCC Rules) by giving
Licensee notice thereof, within thirty days after the date on which Licensee
gives UPN notice of the making of such application. If UPN does not so
terminate this Agreement, Licensee shall, prior to the effective date of any
such transfer of any interest in Licensee or of the Station’s license, and as a
condition precedent to such transfer, procure and deliver to UPN, in form
reasonably satisfactory to UPN, the agreement of the proposed transferee that,
upon consummation of the transfer, the transferee will unconditionally assume
and perform all obligations of Licensee under this Agreement.  Upon delivery of said agreement to UPN, the provisions
of this Agreement applicable to Licensee shall, effective upon the date of such
transfer, be applicable to such transferee.


 


11.4.        Licensee’s obligations to
procure the assumption of this Agreement by any transferee of Station as a
condition precedent to such transfer shall be deemed to be of the essence of
this Agreement; further, Licensee expressly recognizes that money damages will
be inadequate to compensate UPN for the breach of such obligation, and that UPN
shall accordingly be entitled to equitable relief to enforce the same.


 


12.           NOTICES.


 


All notices,
statements and other documents which either party is required to give hereunder
shall be in writing and shall be given either by personal delivery, overnight
mail, certified or registered mail or facsimile (except as otherwise provided
herein).  Delivery of any notice,
statement or other document to either party shall be deemed complete if and
when such notice, statement or document is personally delivered to such party,
upon receipt by such party of a facsimile, or upon its deposit in the mail,
postage pre-paid, registered or certified mail, return receipt requested, and
addressed to the recipient at the address set forth herein.  All notices given hereunder shall be sent to
the applicable party at the address for that party set forth on the first page
of this Agreement, or to such other address as such party may be designate in
writing from time to time.  All notices
given to UPN hereunder shall be sent to the attention of the President, Affiliate
Relations, or otherwise as UPN may designate in writing from time to time.


 


13.           UNAUTHORIZED
COPYING.


 


Subject to the
provisions of paragraph 9.1 of the principal portion of this Agreement,
Licensee shall not, and shall not permit others to, record, copy or duplicate
any programming or other material furnished by UPN hereunder, in whole or in
part, and shall take all reasonable precautions to prevent any such recording,
copying or duplicating.  Notwithstanding
the foregoing, if the Station is located in the Mountain Time Zone, Licensee
may pre-record programming from UPN’s satellite feed for later telecast at the
times scheduled by UPN.


 


9

















 


Licensee shall erase all such
pre-recorded programming promptly after its scheduled telecast and shall otherwise
comply with the provisions of paragraph 9.1 of the principal portion of this
Agreement.  Nothing in this paragraph 13
shall in any way authorize Licensee to telecast any Network Program more than
the number of times specifically authorized by UPN.


 


14.           MISCELLANEOUS.


 


14.1.        Licensee shall not alter,
delete or reposition any copyright, trademark, logo, credit or any other notice
included in any materials or programming delivered pursuant to this Agreement,
or include any advertisements or other material in any Network Program other
than Licensee’s commercial announcements as provided in paragraph 5 of the
principal portion of this Agreement. 
Without limiting the generality of the foregoing, it is an express requirement
of this Agreement that, when telecast, each Network Program bear the copyright
notice contained in the Network Program as delivered by UPN.


 


14.2.        The relationship between
the parties herein is strictly that of a licensor and licensee.  Nothing contained in this Agreement shall
create any partnership, joint venture, fiduciary or agency relationship between
UPN and Licensee nor shall anything contained herein be deemed to constitute a
sale or rental of any Network Program. 
Each party is acting independently hereunder and shall independently
discharge all obligations imposed on it by any applicable federal, state or
local law, regulation or order now or hereinafter in force or effect.


 


14.3.        The titles of the
paragraphs of this Agreement are for convenience only and shall not in any way
affect the interpretation of this Agreement or any part thereof.


 


14.4.        This Agreement is not for
the benefit of any third party and shall not be deemed to grant any right or
remedy to any third party whether or not referred to herein.


 


14.5.        This Agreement, which
includes, without limitation, the Standard Terms and Conditions and any
schedules, exhibits and riders attached hereto, constitutes the entire
understanding between UPN and Licensee with respect to the subject matter
hereof and supersedes all prior or contemporaneous agreements, representations,
warranties, statements, promises, arrangements and understandings, either oral
or written, express or implied, with respect to the subject matter hereof.  Each party acknowledges that no
representation or agreement not expressly contained in this Agreement has been
made to the other party or any of such party’s agents, employees or
representatives.  This Agreement may not
be modified or amended except in writing signed by each party hereto and no
changes, amendments, assignments or waivers hereof shall be binding upon UPN
until accepted in writing by a duly authorized officer of UPN.


 


14.6.        This Agreement shall be
governed by and construed in accordance with the federal laws of the United
States, including, without limitation, the FCC Rules, regulations and published
policies of the FCC, and the laws of the State of New York applicable to
contracts entered into and fully performed therein.  Any legal proceedings brought to resolve any dispute arising out
of or relating to this Agreement shall be commenced in the appropriate Los
Angeles or New York County court or the United States District Court for the
Central District of California or the Southern District of New York.  No action or proceeding brought pursuant to
this Agreement shall be commenced or maintained outside of either Los Angeles
or New York 


 


10

















 


County. 
Regardless of the parties’ respective domicile or residence, the parties
hereby submit to the exercise of personal jurisdiction over them by the Los
Angeles or New York County courts or the United States District Court for the
Central District of California or the Southern District of New York.  In that regard, Licensee hereby irrevocably
appoints the Secretary of State of the State of California as its
attorney-in-fact for purposes of service of summons or other legal process on
Licensee in the State of California and the Secretary of State of the State of
New York as its attorney-in-fact for purposes of service of summons or other
legal process on Licensee in the State of New York.  Such service may be made by mailing a copy of any summons or
other legal process in any such action or proceeding to the applicable Secretary
of State and delivering a copy of such summons or other legal process to
Licensee in accordance with the provisions of paragraph 12 of these Standard
Terms and Conditions.  The California
and New York Secretaries of State are hereby authorized and directed to accept
service of summons or other legal process on Licensee’s behalf.  Service of such summons or other legal
process as provided herein shall be deemed personal service on Licensee,
accepted by Licensee as such, and shall be legal and binding upon Licensee for
all purposes of any such action or proceeding. 
Licensee irrevocably waives any objection which it may now or hereafter
have to the venue of any suit, action or proceeding arising out of or relating
to this Agreement or any document executed in connection herewith brought in the
courts of the State of California, County of Los Angeles, the State of New
York, County of New York, or in the United States District Court for the
Central District of California or Southern District of New York, and hereby
further irrevocably waives any claim that any such suit, action or proceeding
brought in any such court has been brought in an inconvenient forum.


 


14.7.        In the event of any
dispute arising under or related to this Agreement, the prevailing party shall
be entitled to recover its reasonable attorneys’ fees and costs incurred
therein.


 


14.8.        If any term, provision,
covenant or restriction of this Agreement is held by a court of competent
jurisdiction or other governmental authority (including, without limitation,
the FCC) to be invalid, void or unenforceable, (i) the remainder of the terms,
provisions, covenants and restrictions of this Agreement shall remain in full
force and effect and shall in no way be affected, impaired or invalidated, and
(ii) to the fullest extent possible, the provisions of this Agreement
(including, without limitation, all portions of any section of this Agreement
containing such provision held to be invalid, illegal or unenforceable that are
not themselves invalid, illegal or unenforceable) shall be construed so as to
give effect to the intent manifested by the provision held invalid, illegal or
unenforceable.


 


14.9.        This Agreement and all
rights and all obligations hereunder shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and permitted
assigns (including, without limitation, any assignee or transferee pursuant to
any assignment or transfer for which UPN has consented pursuant to paragraph
11.2 or 11.3, above).


 


14.10.      As used in this Agreement
“and” means all of the possibilities, “or” means any or all of the
possibilities in any combination, “either ... or” means only one (1) of the
possibilities and “including” means “including, without limitation.


 


11

















 


14.11.      This Agreement may be
executed in one (1) or more counterparts, each of which shall, for all
purposes, be deemed an original, and all of such counterparts together shall
constitute one (1) and the same Agreement.


 


12

















 


DEAL TERMS RIDER


 


WINNEBAGO TELEVISION INC. (WTVO-DT)


 


This agreement
(the “Rider”) shall serve as a rider to the June 3, 2003, Affiliation Agreement
between UPN and Winnebago Television Inc. with respect to WTVO-DT, which
broadcasts on television channel 16 and which is licensed by the FCC to serve
the community of Rockford, Illinois located in the Designated Market Area of
Rockford, Illinois.  Unless otherwise
indicated, all capitalized terms used herein shall be defined as set forth in
the Agreement.  In the event of any
conflict between any of the provisions of this Rider and the Agreement, the
applicable provision of this Rider shall control.


 


1.             The
License Term shall be a five (5) year period commencing on a mutually agreed
upon date on which Station shall commence telecasting the Network Programs
which shall in no event be later than October 1, 2003.  Licensee shall have the option to extend the
Agreement for an additional five year term by giving UPN written notice of its
election to extend, no fewer than ninety (90) days before the expiration of the
License Term.


 


2.             Paragraph
1.1 of the Agreement is amended by inserting “certain of after the word “over”
in said paragraph.


 


3.             The
first sentence of paragraph 2.2 of the Agreement is deleted.


 


4.             Notwithstanding
anything to the contrary contained in paragraphs 2.2.2, 2.2.3 or 2.3, in the
event UPN elects to deliver additional programs to Station as described in said
paragraphs, Licensee shall not be obligated to telecast such additional programs
and Licensee’s- sole obligation with respect thereto shall be to use its best
efforts to clear such programs.  Any
such programs cleared by Licensee shall be deemed to be Network Programs and
subject to the terms and conditions of the Agreement.  In addition, paragraph 2.4 of the Agreement is amended by adding
the following sentence at the end thereof.


 


If the time periods during which UPN schedules a Network Program is
outside the time periods specified in 2.2.1, then Licensee will use its best
efforts to clear the Network Program during the requested alternate time
period.


 


5.             It
is understood that a “change in broadcast schedule” as set forth in paragraph
2.5 shall not include the change in time of telecast of any Network Program if
such change is to a time period outside those specified in paragraph 2.2.1.


 


6.             Notwithstanding
the terms of paragraph 3 of the Agreement or paragraph l of this Rider, and in
addition to any termination rights accorded to UPN in the Standard Terms and
Conditions of the Agreement, UPN may terminate the Agreement, in its sole
discretion, at any time upon one (1) years prior written notice to Licensee.


 


7.             Notwithstanding
the terms of paragraph 4.1 of the Agreement, the only data that Licensee shall
be obligated to telecast shall be data included within the definition of
program related material set forth in paragraph 4.2 of the Agreement.


 

















 


8.             Paragraph
4.2 of the Agreement is amended by inserting the following after “as” in clause
(vii) in the fifth sentence of said paragraph:


 


UPN and Licensee agree (which agreement shall not be unreasonably
withheld by either party)


 


9.             The
fourth sentence of paragraph 4.5 of the Agreement is amended by deleting
everything after “business purpose” in said sentence.


 


10.           The
breach by Licensee of paragraph 5.5 of the Agreement shall not be deemed a
material breach of the Agreement.


 


11.           Paragraph
6.1.1 of the Agreement is deleted and replaced with the following:


 


Nothing contained herein shall be construed
to prevent Licensee from exercising its rights under the FCC’s “Right to Reject
Rule” as set forth in Section 73.658 (e) of the FCC Rules whereby Licensee may
reject or refuse any Network Program that Licensee reasonably believes to be
unsatisfactory, unsuitable or contrary to the public interest (an “Unacceptable
Program”), or may substitute a program that Licensee reasonably believes is of
greater local or national importance; provided, however, that Licensee shall
give UPN written notice of each such preemption, and the justification therefor,
at least seventy-two (72) hours in advance of the scheduled telecast, or as
soon thereafter as circumstances permit (including an explanation of the cause
for any lesser notice); and further provided that, except with respect to
Unacceptable Programs, unless UPN gives Licensee written notice that UPN is
exercising its right, pursuant to paragraph 6.2, below, to terminate Licensee’s
right to telecast the preempted Network Program, Licensee fulfills its
make-good obligations as set forth in paragraph 6.3, below.  No Network Program may be considered
unsatisfactory, unsuitable or contrary to the public interest, or of lesser
local or national importance, based on program performance or ratings,
advertiser reactions, or the availability of alternative programming
(including, without limitation, sporting events) which Licensee believes to be
more profitable or attractive than the scheduled Network Program.


 


12.           Paragraph
7.1 of the Agreement is amended by deleting the first clause of the second
sentence of said paragraph and replacing it with the following:


 


Licensee shall use good faith efforts to telecast the Promos to obtain
the best possible promotion for the Network Programs;


 


13.           The
second sentence of paragraph 8.1 is deleted and replaced with the following:


 


Licensee acknowledges that telecasts of the Network Programs by a
television broadcast station located outside of the Licensed


 


2

















 


Community or Network Exclusivity Zone may be received over the air by
television sets located within the Licensed Community or Network Exclusivity
Zone and Licensee agrees that such reception shall not constitute a breach of
this Agreement by UPN.


 


14.           Paragraph
8.2 and the first two sentences of paragraph 8.3 of the Agreement are deleted
in their entirety.  “Notwithstanding the
provisions of this paragraph or the Exclusivity Rider,” in the third sentence
of paragraph 8.3 is deleted and replaced with “Notwithstanding the provisions
of paragraph 8.1 of the Agreement,”.  Licensee
agrees that no exclusivity is granted pursuant to the Agreement with respect to
the retransmission by cable systems of broadcast signals originating outside
the Licensed Community whether pursuant to a compulsory license or otherwise.


 


15.           The
words “Any and all costs of whatever kind or nature” in the second sentence of
paragraph 9.1 of the Agreement are deleted and replaced with the following:


 


UPN, at its expense, shall deliver the Network Programs to Licensee in
good quality for telecast by Licensee and all costs


 


16.           The
word “endeavor” in the paragraph 9.2 of the Agreement is deleted and replaced
with “use reasonable efforts”.


 


17.           The
word “immediately” in paragraph 1 l of the Agreement is deleted and replaced
with “, within fourteen (l4) business days,”


 


18.           Paragraph
4.1 of the Standard Terms and Conditions is deleted and replaced with the
following:


 


UPN will defend, indemnify and hold harmless Licensee, its successors,
licensees, assigns and parent, subsidiary and affiliated companies or entities,
and the directors, officers, employees, agents, successors, licensees and
assigns of each of the foregoing, from and against any and all third party
claims and expenses (including, without limitation, reasonable attorneys’ fees)
and liabilities, due to (i) Licensee’s telecast or distribution in accordance
with the provisions of this Agreement of promotional materials for the Network
Programs delivered to Licensee by UPN (ii) UPN’s breach of any of its
obligations, representations or warranties set forth in this Agreement.  UPN will remain responsible for honoring
UPN’s indemnity obligations pursuant to this paragraph 4.1 despite any
assignment pursuant to paragraph 11, below.


 


19.           The
words “thirty (30) days” in the second sentence of paragraph 7.1.6 of the
Standard Terms and Conditions are deleted and replaced with “one (1) year”.


 


20.           Paragraph
7.2 of the Standard Terms and Conditions is amended by deleting “only” in the
first sentence thereof and by inserting the following after the first sentence
of said paragraph:


 


3

















 


In addition, Licensee shall have the right to terminate this Agreement
in the event of a breach by UPN of, or failure by UPN to comply with, any
material term, covenant, representation, warranty or condition of this
Agreement in which event UPN will have ten (10) days after its receipt of
written notice from Licensee specifying the breach or failure within which to
cure the breach or failure.  Such
termination shall become effective immediately upon UPN’s receipt of Licensee’s
written termination notice.


 


21.           Paragraph
9.1 of the Standard Terms and Conditions is deleted and replaced with the
following:


 


Licensee and UPN agree that each of their obligations hereunder are of
a special, unique, unusual and extraordinary character which give them a
peculiar value such that either party’s failure to comply with such obligations
cannot be reasonably or adequately compensated by damages in an action at law,
and that a breach of a party’s obligations hereunder will cause the other party
to suffer irreparable injury and damage. 
Each party hereby expressly agrees that the other party will be entitled
to injunctive or equitable relief, including, without limitation, specific
performance, to prevent or cure any breach or threatened breach of such other
party’s obligations hereunder.  Either
party’s resort to injunctive or equitable relief, however, will not be
construed as a waiver of any other rights which such party may have against the
other party for damages or otherwise.


 


22.           Paragraph
10 of the Standard Terms and Conditions is deleted.


 


23.           Paragraph
11.2 of the Standard Terms and Conditions is amended by inserting “which
consent shall not be unreasonably withheld; provided, however, that a pro forma
assignment or transfer or control permitted to be filed pursuant to the FCC
Rules on FCC Form 315 shall not require consent by UPN” at the end of the first
sentence thereof.


 


24.           Paragraph
11.3 or the Standard Terms and Conditions is amended by inserting “, including,
without limitation, any notice filed on FCC Form 316” at the end of the first
sentence thereof and by inserting “which disapproval may only be for reasonable
cause,” between “transferee,” and “UPN” in the second sentence thereof.


 


25.           Paragraph
11.4 of the Standard Terms and Conditions is deleted and replaced with the
following:


 


Each party’s obligations to procure the assumption of this Agreement by
any transferee of such party as a condition precedent to such transfer and such
assumption shall be deemed to be of the essence of this Agreement; further each
party expressly recognizes that money damages will be inadequate to compensate
the other


 


4

















 


party for the breach of such obligation, and that each party shall
accordingly be entitled to equitable relief to enforce the same.


 


26.           The
5th through 8th sentences of paragraph 14.6 of the
Standard Terns and Conditions are deleted.


 


27.           Licensee
agrees to use its best efforts to obtain within one year of the commencement of
the License Term and maintain through the end of the second year of the License
Term, distribution by cable systems of the Subchannel that carries the Network
Programs to at least fifty percent (50%) of cable subscribers in the Station’s
DMA and to obtain within two years of the commencement of the License Term and
to maintain for the duration thereof, distribution by cable systems to at least
seventy percent (70 %) of cable subscribers in the Station’s DMA.


 


28.           Licensee
acknowledges that the right to telecast certain of the Daytime Programming and
Sunday Programming has previously been licensed to another station in the DMA
and that accordingly, Licensee’s rights with respect thereto are, unless
Licensee is otherwise notified by UPN, to telecast Buzz Lightyear and Digimon
from 3:00 - 4:00 p.m. on Monday through Friday and from 9:00 - 10 a.m. on
Sunday.


 


29.           It
is agreed and understood that nothing in the Agreement shall be construed as a
waiver of any legal right or obligation possessed by or imposed on the parties
by any applicable law, rule or regulation. 
In particular, it is agreed that paragraphs 2.2.2, 2.2.3, 2.3, 2.4, 2.5,
4.1, 4.2, 6.1.1, 6.1.2, 6.2 and 6.3 shall be construed so as to conform with
the “exclusive affiliation”, “territorial exclusivity”, “option time” and
“right to reject” rules (47 CFR § 73.658) as interpreted by the FCC.  It is understood that the interpretation of
these rules is presently the subject of an FCC proceeding.  It is agreed that the terms of the Agreement
shall be construed in a fashion consistent with the decision rendered in that
proceeding.


 


5

















 


EXHIBIT A


 


1.             Licensee
does not have any prior programming commitments.  Licensee shall nevertheless be entitled to ten (10) hours per
calendar year of one-time-only preemptions of Network Programs, which
preemptions shall be deemed Authorized Preemptions.  In addition, it is understood that Licensee intends to explore
the possibility of obtaining broadcast rights to professional and local sports
programming in which event the parties shall negotiate in good faith with
respect to increasing the number of Authorized Preemptions and UPN shall not
unreasonably withhold its consent to such an increase.


 


2.             With
regard to preemptions of Prime Time Network Programs, the make-good times shall
be as follows, with Licensee exerting its best efforts to program the make-good
alternatives in descending order as set forth in the table below:


 


	
  2.1.

  	
   

  	
  First Alternative:

  	
   

  	
  Immediately following the preemption, or if the news immediately
  follows the preemption, immediately following said newscast, provided that no
  make-goods shall conclude after 12:00 midnight Eastern and Pacific Times
  (11:00 p.m. Central and Mountain Times).

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.2.

  	
   

  	
  Second Alternative:

  	
   

  	
  Saturday, 8:00 p.m. - 10:00 p.m. or Sunday, 7:00 p.m. - 10:00 p.m.
  Eastern and Pacific Times (Saturday, 7:00 p.m. - 9:00 p.m. or Sunday, 6:00
  p.m. - 9:00 p.m. Central and Mountain Times), until such time as UPN programs
  said time period(s).

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.3.

  	
   

  	
  Third Alternative:

  	
   

  	
  Saturday, 5:00 p.m. - 8:00 p.m. or Sunday, 4:00 p.m. - 7:00 p.m.
  Eastern and Pacific Times (Saturday, 4:00 p.m. - 7:00 p.m. or Sunday, 3:00
  p.m. - 6:00 p.m. Central and Mountain Times).

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.4.

  	
   

  	
  Fourth Alternative:

  	
   

  	
  Monday through Sunday, 10:00 p.m. - 12:00 midnight Eastern and
  Pacific Times (9:00 p.m. - 11:00 p.m. Central and Mountain Times).

  



 


Notwithstanding the foregoing, the make-good time for WWE Smackdown! Or
any successor WWE program shall be in accordance with those requirements
imposed from time to time by World Wrestling Entertainment and UPN and of which
Licensee shall be notified by UPN.  Such
requirements are currently that the make-good time shall be between 6:00 p.m.
and 2:00 a.m. on the Friday or Saturday following the preemption.


 

















 


3.             Pursuant
to paragraph 6.3 of the Agreement, the make-good times for preemptions of
non-Prime Time Network Programs shall be as follows:


 


	
  3.1.

  	
   

  	
  Disney’s Children’s Programming:

  	
   

  	
  Pursuant to Buena Vista Television Agreement, within seven (7) days
  of preemption from 7:00 a.m. - 9:00 a.m.(in all time zones).

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.2.

  	
   

  	
  Weekend Programming (other than Disney’s Children’s Programming):

  	
   

  	
  If the preempted Network Program is one intended primarily for
  children twelve (12) years old or younger, Saturday or Sunday between 7:00
  a.m. and 6:00 p.m. (in all time zones). 
  For all other preempted Weekend Programming, Saturday or Sunday
  between 12:00 noon and 12:00 midnight (in all time zones).

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.3.

  	
   

  	
  Daytime Programming (other than Disney’s Children’s Programming):

  	
   

  	
  Monday through Friday between 2:00 p.m. and 6:00 p.m. (in all time
  zones).

  



 


4.             Notwithstanding
anything in paragraphs 2 and 3 of this Exhibit A to the contrary, no make-good
telecast shall conflict with the telecast of any other regularly scheduled
Network Program and no make-good telecast shall conclude after the end of the
Sunday broadcast day (i.e. 2:00 a.m. Monday morning) during the broadcast week
the preempted Network Program was originally scheduled for telecast.


 


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