**EXHIBIT 10.1**

 

ConfidentialTreatment has been requested for portions of this Exhibit. The confidentialportions have been redacted and are denoted by ***. The Confidential portionshave been separately filed with the Securities and Exchange Commission.

 

**[NBC TV NETWORK LETTERHEAD]**

 

March 16, 2005

 

Young Broadcasting of Davenport, Inc. (“Licensee”)

599 Lexington Avenue – 47th Floor

New York, New York 10022

 

RE:                              KWQC-TV,Davenport, Iowa

 

Ladies and Gentlemen:

 

The following shall comprise the agreement among us for the affiliationof the television broadcasting station set forth above (the Licensee and itsstation being referred to herein together as a “Station”) with the NBCTelevision Network (“NBC”) and shall supersede and replace all prioragreements between the Station and NBC (which agreements are hereby terminatedand of no further force or effect) except (i) for the most recentamendments to such prior agreements with respect to network non-duplicationprotection under Federal Communications Commission (“FCC”) Rules Section 76.92(the “Non-Duplication Amendments”), (ii) for the NBC Promotion SwapProgram, (iii) for the Inventory Management Plan (as defined in Section 6),and (iv) that any indemnities provided for in such prior agreements, aswell as any liabilities outstanding thereunder as of the date of thisAgreement, shall survive.

 

1.             Term.  This Agreement shall become effective at 3:00AM, New York City time on November 1, 2004.  Unless sooner terminated as providedhereunder, this Agreement shall remain in effect until 2:59 AM, New York Citytime on January 1, 2015.

 

2.             Programming.

 

### (a)           NBC commits to supply programming forfree over-the-air television broadcasting by Station during the hours set forthon Schedule I attached hereto (the “Programmed Time Periods”).  Station shall have a right of first refusalwith respect to such programming that is to be broadcast on a network basisduring the Programmed Time Periods as against any other broadcast televisionstation licensed to operate in Station’s community of license.  The Station agrees that, subject only to Section 3below, Station shall clear and broadcast all programming supplied to Stationhereunder for broadcast in the Programmed Time Periods on the dates and at thetimes the programs are scheduled by NBC.

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### (b)           In addition to programming suppliedpursuant to Section 2(a), NBC shall offer the Station a variety of sportsprogramming (“NBC Sports Programming”) and special events programmingfor television broadcast at times other than Programmed Time Periods.  For a period of seventy-two (72) hoursfollowing NBC’s offer, the Station shall have the right of first refusal withrespect to such programming as against any other television station located inStation’s community of license or any television program transmission servicefurnishing a television signal to Station’s community of license The Stationshall confirm its clearance of such programming to NBC within the 72-hourperiod via the Internet site currently known as “Affiliate Partnership Tool”(“APT”) or such other means as NBC may

 

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designate.  The Station’s confirmation of clearance shallconstitute Station’s agreement to broadcast such programming in accordance withthe terms of such offer and this Agreement.

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### (c)           All programming furnished to Stationpursuant to this Agreement shall be referred to herein as “NBC Programming”,and any one program of NBC Programming shall be referred to as an “NBCProgram.” Subject to Section 3, the selection, scheduling,substitution and withdrawal of any NBC Program or other portion of NBCProgramming shall at all times remain within the sole discretion and control ofNBC.  Station acknowledges that local andnetwork programming needs may change during the tent of this Agreement, andthat NBC may subtract from or make other scheduling changes to the ProgrammedTime Periods from time to time on at least 90 days’ prior written notice toStation.  Nothing herein shall prevent orhinder NBC from (i) substituting one or more sponsored or sustainingprograms (i.e., programs which do not include local or network commercialavailabilities) or (ii) canceling one or more NBC Programs; provided, thatNBC shall exercise reasonable efforts to give Station at least three (3) weeksprior notice thereof.

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3.             Preemptions.

 

### (a)           Each Station acknowledges that NBCwill make a substantial investment in network programming during the term ofthis Agreement in order to provide Station with network-quality news, publicaffairs, entertainment, sports, children’s and other programming.  In view of such investment, and afterconsidering the amount of broadcast time available to Station outside of theProgrammed Time Periods, each Station further acknowledges and confirms that itdoes not presently foresee any need to substitute programming of any kind forNBC Programming, except as set forth in Section 3(b).

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### (b)           In the event Station preempts orotherwise fails to broadcast any NBC Programming (including, withoutlimitation, NBC Sports Programming) on the dates and at the times such Programmingis scheduled by NBC (except schedule changes with NBC’s written consent)and such preemption or failure is not pursuant to either a legitimate exerciseof Section 73.658(e) of the Commission’s Rules or an event offorce majeure as provided in Section 11 of this agreement, then, withoutlimiting any other rights or remedies of NBC under this Agreement or otherwise,Station shall pay to NBC an amount equivalent to NBC’s loss of grossadvertising revenues attributable to Station’s failure to broadcast suchprogram in Station’s market. Notwithstanding the foregoing, Station shall have no obligation toreimburse NBC for lost advertising revenues if (i) in the case of apreemption of NBC Prime Time Programming (i.e., Network Programming airing from8:00 PM to 11:00 PM Monday through Saturday and 7:00 PM to 11:00 PM Sunday),Station has not preempted more than six (6) hours of NBC Prime TimeProgramming (“Prime Time Basket”) and in addition (ii) in the caseof a preemption of NBC Sports Programming, Station has not preempted more thansix (6) hours of NBC Sports Programming (“Sports Basket”) duringeach calendar year within the term of this agreement.

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### (c)           In the event Station preempts orotherwise fails to broadcast any NBC Programming or notifies NBC of itsintention to do so, NBC may elect to offer Station an alternative time periodfor broadcast of the omitted NBC Program (including the commercialannouncements contained therein, and any replacements thereof).  If Station fails to agree to such alternativebroadcast, then in addition to all other remedies available to it, NBC shallhave the right to license the broadcast rights to the omitted NBC Program toany other distribution outlet for distribution in Station’s community oflicense.

 

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### (d)           In the event a Station fails to payto NBC any amounts required to be paid by it pursuant to this Section 3,and such failure remains uncured after 30 days’ written notice from NBC, thenin addition to all other remedies available to it, NBC shall have the option,exercisable in its sole discretion upon 30 days’ notice to the breachingStation to (i) terminate that Station’s right to broadcast any one or moreseries or other NBC Programs, and to the extent and for the periods that NBC soelects, license the broadcast rights to such series or other NBC Program(s) toany other distribution outlet for distribution in that Station’s community oflicense or (ii) terminate this Agreement with respect to Station..

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4.             Payments.

 

### (a)           NBC Payments.  In consideration of Licensee entering intothis Agreement and the Station’s performance of its obligations hereunder, NBCshall pay Licensee the amounts set forth on Schedule II attached hereto(the “NBC Payments”), subject to adjustment pursuant to this Agreementand Schedule II.  The NBC Paymentsshall be due and payable to Licensee on a biannual basis on or about June 15and December 15 of each year during the term of this Agreement.  NBC, Station and Licensee hereby acknowledgethat the NBC Payments as set forth on Schedule II have been adjusted toreflect deductions for Station’s payment obligations pursuant toSections 4(c)(i), (ii) and (iii) below, as known on the datehereof, throughout the term of this Agreement, and that to the extent suchpayment obligations increase during the term, the Station shall be responsiblefor paying any such increase.

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### (b)           Affiliation Payments.  In consideration of NBC entering into thisAgreement, and notwithstanding termination of this Agreement with respect toany Station, Licensee shall pay NBC the amounts set forth on Schedule IIIattached hereto (the “Affiliation Payments”), payable quarterly inarrears by electronic transfer or such other means as NBC shall determine.

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

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#### (i)                                     AllLicense Fees owed by Station pursuant to Station’s NBC News ChannelParticipation Agreement;

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#### (ii)                                  Allamounts owed by Station and Licensee pursuant to the Distribution ContributionAgreement (as defined below);

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#### (iii)                               All amounts owed byStation pursuant to the Inventory Management Plan; and

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

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### (d)           Special News Channel Charges.  Notwithstanding the foregoing, Station shallhave the opportunity to request special services from NBC under the NBC NewsChannel Participation Agreement, and NBC may charge Station, and Station shallpay, NBC’s customary rates therefore (“Special News Services Charges”).  In the event that Station is in default ofits payment of any Special News Services Charges, which default remains uncured60 days after Station’s receipt of notice thereof

 

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from NBC, NBC shall have theright, at its election, to terminate this Agreement in its entirety upon noticeto the Station.

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### (e)           Default.  In the event that Licensee or Station is indefault of any obligation under this Section 4 which default remainsuncured 30 days after Licensee’s receipt of notice thereof from NBC, NBC shallhave the right, at its election, to terminate this Agreement in its entiretyupon notice to Licensee.

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5.             Distribution ContributionAgreement.  Licensee shall enter intoa Distribution Contribution Agreement in the form attached as Exhibit Ahereto.

 

6.             Inventory Management Plan.  The Station and NBC shall fully participatein the “Inventory Management Plan” as endorsed by NBC Television Affiliates(a/k/a the NBC Affiliate Board) on May 19, 1998 (the “InventoryManagement Plan”), and in any additional or substitute inventory managementplans approved in the future by a majority of the NBC affiliated televisionstations.

 

7.             Local Commercial Announcements.  From time to time and at least once eachcalendar quarter, NBC shall provide Station with notice setting forth theamount and placement of availabilities for Station’s respective localcommercial announcements in and adjacent to regularly scheduled NBCProgramming.  Notwithstanding anythingherein to the contrary, NBC agrees that the average number of thirty-secondunits available to the Station for local commercial announcements duringregularly scheduled network programming only, during the hours of 7-10 p.m.Central Time Monday through Saturday and 6-10 p.m. Central Time, and onSunday (the “Prime Time Hours”) shall be no fewer than 108 per week.  In addition, NBC agrees that the averagenumber of thirty-second units available to the Station for local commercialannouncements during regularly scheduled network programming only, outside thePrime Time Hours shall be no fewer than that available to NBC’s owned andoperated stations.  The foregoingminimums shall only apply to regularly scheduled network programming, and in noevent shall apply to breaking news or special events programming.

 

8.             Conditions of Station’sBroadcast.  The Station’s broadcastof NBC Programming shall be subject to the following terms and conditions:

 

### (a)           Subject to Station’s rights under Section 73.658(e) ofthe Commission’s Rules, Station shall not make any deletions from, or additionsor modifications to, any NBC Program or any commercial, NBC identification,program promotional or production credit announcements or other interstitialmaterial contained therein, nor broadcast any commercial or other announcements(except emergency bulletins) during any such program, without NBC’s priorwritten authorization.  Subject toStation’s rights under Section 73.658(e) of the Commission’s Rules,Station shall broadcast each NBC Program from the commencement of networkorigination until the commencement of the next program.

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### (b)           For purposes of identification ofStation with the NBC Programs, and until written notice to the contrary isgiven by NBC, Station may superimpose on certain Entertainment programs, wheredesignated by NBC, a single line of type, not to exceed fifty (50) video linesin height and situated in the lower eighth raster of the video screen, whichsingle line shall include (and be limited to) Station’s call letters, communityof license or home market, channel number, and the NBC logo.  No other addition to

 

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any Entertainment program iscontemplated by this consent, and the authorization contained hereinspecifically excludes and prohibits any addition whatsoever to News and Sportsprograms, except identification of Station as provided in the precedingsentence as required by the FCC.

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9.             Local News.  Subject to Station’s obligations under FCCRules, Station agrees, during the term of this Agreement, to broadcast localnews programs of at least thirty (30) minutes in length as lead-ins to each of “TheToday Show” (or replacement programming), “NBC Nightly News” (orreplacement programming) and NBC’s Late Night Programming; provided, thatStation may preempt any of such local news programming on Saturday or Sunday tothe extent that such programming would directly conflict with Station’sbroadcast of weekend NBC Sports Programming.

 

10.           Station Reports.  Station shall submit to NBC in writing uponforms provided by NBC or via e-mail or via APT, as NBC may designate, suchreports as NBC may request covering the broadcast by Station of NBCProgramming.

 

11.           Force Majeure.  Neither the Station nor NBC shall incur anyliability hereunder because of NBC’s failure to deliver, or the failure of theStation to broadcast, any or all NBC Programs due to failure of facilities,labor disputes, government regulations or causes beyond the reasonable controlof the party so failing to deliver or to broadcast.  Without limiting the generality of theforegoing, NBC’s failure to deliver a program due to cancellation of thatprogram for any reason shall be deemed to be for causes beyond NBC’s reasonablecontrol.

 

12.           Indemnification.  NBC shall indemnify, defend and hold theStation (individually, an “Indemnified Station”), its parent, subsidiaryand affiliated companies, and their respective directors, officers andemployees, harmless from and against all claims, damages, liabilities, costsand expenses (including reasonable attorneys’ fees) arising out of the use bythe Indemnified Station, in accordance with this Agreement, of any NBC Programor other material as furnished by NBC hereunder, provided that the IndemnifiedStation promptly notifies NBC of any claim or litigation to which thisindemnity shall apply, and that the Indemnified Station cooperates fully withNBC in the defense or settlement of such claim or Litigation.  Similarly, Station (the “IndemnifyingStation”) shall indemnify, defend and hold NBC, its parent, subsidiary andaffiliated companies, and their respective directors, officers and employees,harmless with respect to (x) material added to or deleted from any programby the Indemnifying Station, except for cut-ins produced by or on behalf of NBCand inserted by the Indemnifying Station at NBC’s direction and (y) anyprogramming or other material broadcast by the Indemnifying Station and notprovided by NBC hereunder.

 

These indemnities shall not apply to litigation expenses, includingattorneys’ fees, which the indemnified party elects to incur on its own behalfExcept as otherwise provided herein, neither any Station, on the one hand, norNBC, on the other hand, shall have any rights against the other for claims bythird persons, or for the non-operation of facilities or the non-furnishing ofprograms for broadcasting, if such non-operation or non-furnishing is due tofailure of equipment, actions or claims by any third person, labor disputes, orany cause beyond such party’s reasonable control.

 

13.           Program Development Costs.  Throughout the term of this Agreement, upon requestfrom NBC, Licensee and/or Station shall negotiate in good faith with NBC tocontribute financially, pro-rata on

 

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a station-by-station basisbased upon Designated Market Area (“DMA”) (as defined by Nielsen)percentage, to future NBC efforts to secure as part of NBC Programming majorsports and entertainment programming opportunities (including, for example andwithout limitation, rights to broadcast National Football League games andentertainment programs such as “ER”).

 

14.           Change in Operations.  The Station represents and warrants that itholds a valid license granted by the FCC to operate Station as a televisionbroadcast station; such representation and warranty shall constitute acontinuing representation and warranty by Station, provided, however, ifStation should lose one or more FCC licenses to operate the Station despitemaking reasonable efforts to maintain such license, NBC’s sole remedy underthis Agreement shall be to terminate this Agreement and NBC will be relieved ofits responsibilities under this Agreement to further provide NBC Programming tothe Station.  In the event that at anytime (a) a Station’s transmitter location, power, frequency, programmingformat or hours of operation are materially changed, (b) a Station ceasesto produce and broadcast local news, or (c) the number of hours of localnews which a Station broadcasts materially decreases, in each case so that suchStation is of less value to NBC as a broadcaster of NBC programming than at thedate of this Agreement, then NBC may terminate this Agreement with respect tosuch Station or Stations upon thirty (30) days prior written notice to suchStation(s).

 

15.           DTV Conversion.  To the extent the Station is broadcasting indigital format, NBC commits to supply programming to the Station for freeover-the-air digital television broadcasting during the Programmed TimePeriods.  To the extent NBC does notprovide any such programming in a digital format during the Programmed Time Periodsor any portion thereof, but provides such programming exclusively in an analogformat, the Station has the right to convert such analog programming intodigital format and to broadcast such programming via its digital signal,notwithstanding anything to the contrary in the following sentence.  Each Station acknowledges that uponcommencement of operation of Station’s digital television signal (“DTVchannel”), each Station will, to the same extent as this Agreement providesfor carriage of NBC Programming on its analog channel, carry on such DTVchannel the digital feed of such NBC Programming as and in the technical formatprovided by NBC consistent with the ATSC standards and all “program-relatedmaterial” if transmitted simultaneously with the program it relates to(collectively, the “Network Digital Feed”).  As used in this paragraph, “program-relatedmaterial”, shall mean (i) closed-captioning information, (ii) programidentification codes, (iii) program ratings information, (iv) alternativelanguage feeds related to the programming, (v) Nielsen data, (vi) programming,data and other enhancements which are related to the programming and networkadvertisements provided in the Network Digital Feed and which are carriedgenerally by NBC’s owned and operated stations, (vii) such other materialas has been agreed by a majority (calculated by DMA percentage) of NBCaffiliated television stations, (viii) such other material as may beprovided by NBC that is necessary to provide the Network Digital Feed, (ix) informationand material directly associated with specific network commercialadvertisements contained in the network programs included in the NetworkDigital Feed, and (x) information and material designed to promote networkprogramming.  In the event that NBCproposes that the Station carry network multiplexed programming or ancillarydata that is not program-related material, Licensee agrees to negotiate in goodfaith with NBC regarding the terms pursuant to which such multiplexedprogramming or ancillary data may be carried. The Station shall commence operation of Station’s digital televisionsignal by the later of (i) May 1, 2002 or (ii) any extension orpostponement of such date mandated or approved by the FCC; to the extent that aStation is not transmitting a DTV channel as of the later of such dates, NBCshall be permitted to offer the Network

 

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Digital Feed, together with anyprogram-related material or other material provided by NBC for digital transmission,to any licensee transmitting a DTV channel in Station’s DMA notwithstanding anyother provision of this Agreement.  Theparties hereby acknowledge that Station is, as of the date of this Agreement,operating its digital television signal.

 

16.           Unauthorized Copying andTransmission: Retransmission Consent.

 

### (a)           The Station shall not authorize,cause, or permit, without NBC’s consent, any NBC Program or other materialfurnished to Station hereunder to be recorded, duplicated, rebroadcast or otherwisetransmitted or used for any purpose other than broadcasting by Station asprovided herein.  Notwithstanding theforegoing, the Station shall not be restricted in the exercise of its signalcarriage rights pursuant to any applicable rule or regulation of the FCCwith respect to retransmission of its broadcast signal by any cable system ormultichannel video program distributor (“MVPD”), as defined in Section 76.64(d) ofthe FCC Rules, which (a) is located within the DMA in which Station islocated, or (b) was actually carrying Station’s signal as of April 1,1993, or (c) with respect to cable systems, serving an area in whichStation is “significantly viewed” (as determined by the FCC) as of April 1,1993 and to the extent authorized by a statutory compulsory copyright license,to satellite carriers serving an area in which Station is “significantlyviewed” (as determined by the FCC pursuant to the Satellite Home ViewerExtension and Reauthorization Act of 2004); provided, however, that any suchexercise pursuant to FCC Rules with respect to NBC Programs shall not bedeemed to constitute a license by NBC. NBC reserves the right to restrict such signal carriage with respect toNBC Programming in the event of a change in applicable law, rule orregulation.

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### (b)           In consideration of the grant by NBCto Station of the Non-Duplication Amendments, each Station hereby agrees asfollows:

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#### (i)                                     Stationshall not grant consent to the retransmission of its broadcast signal by anycable television system, or, except as provided in Section 16(b)(ii) below,to any other MVPD whose carriage of broadcast signals requires retransmissionconsent, if such cable system or MVPD is located outside the DMA to whichStation is assigned, unless Station’s signal was actually carried by such cablesystem or MVPD as of April 1, 1993, or, with respect to such cable system,is “significantly viewed” (as determined by the FCC) as of April 1,1993 or, with respect to a satellite carrier, is “significantly viewed”(as determined by the FCC pursuant to the Satellite Home Viewer Extension andReauthorization Act of 2004).

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#### (ii)                                  Stationshall not grant consent to the retransmission of its broadcast signal by anyMVPD that provides such signal to any home satellite dish user, unless suchuser is located within Station’s own DMA or to the extent permitted by astatutory compulsory copyright license, within areas where the FCC determinesthe Station to be significantly viewed (as determined by the FCC pursuant tothe Satellite Home Viewer Extension and Reauthorization Act of 2004).

 

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### (c)           If Station violates any of theprovisions set forth in this Section 16, NBC may, in addition to any otherof its rights or remedies at law or in equity under this Agreement or anyamendment thereto, terminate this Agreement with respect to the violatingStation by written notice to Station given at least ninety (90) days prior tothe effective date of such termination.

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17.           “Branding” Plan/Promotion.

 

### (a)           The Station agrees to continue, as itis now doing, to “brand” the Station as an “NBC Station” inStation’s market through cooperative efforts in areas such as on-air promotion,unified graphic design, use of the NBC peacock logo and NBC identification.

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### (b)           The Station shall dedicate annuallyfor on-air promotion of NBC Programming not less than (x) 10,000 GrossRating Points (“GRP’s”) (the “GRP Commitment”).  The NBC Advertising and Promotion departmentmay consult with Station to develop Station’s allocation of GRP Commitmentbased on promotional needs of both Station and NBC; provided that Station shallcause a minimum of 40% and a maximum of 60% of its GRP Commitment to beallocated to prime time (e.g., EASTERN, PACIFIC STATIONS: 8-11 PMMonday-Saturday and 7-11 PM Sunday; CENTRAL, MOUNTAIN STATIONS: 7-10 PMMonday-Saturday and 6-10 PM Sunday). Station shall provide NBC with appropriate documentation to substantiatedelivery of their GRP Commitment.

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### (c)           Station shall continue to participatein the “Swap” program as it is presently defined.

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18.           Assignment.

 

### (a)           This Agreement may not be assigned ortransferred (including pursuant to any change in the control of Licensee orStation except changes in ownership or control pursuant to Section 73.3540(f) ofthe Commission’s Rules) directly or indirectly, whether by operation of law orotherwise, without the prior written consent of NBC, which consent shall not beunreasonably withheld (it being understood that NBC may withhold such consentif after conducting good faith due diligence on the proposed transferee, NBChas legitimate competitive, financial or operational reasons not to consent)and no permitted assignment or transfer shall relieve Station of itsobligations hereunder prior to the date of such assignment or transfer.  Any purported assignment or transfer byLicensee or Station (other than changes in ownership or control of Stationpursuant to Section 73.3540(f) of the Commission’s Rules) without NBC’sconsent, which consent shall not be unreasonably withheld, as required herebyshall be null and void and not enforceable against NBC.  Provided that the assignee or transferee (asthe case may be) has assumed all of Licensee’s and Station’s obligations underthis Agreement without limitation whatsoever, Licensee and Station shall bereleased for performance under this Agreement that accrues following a transferof the Agreement that is approved by NBC.

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### (b)           The Station agrees that if anyapplication is made to the FCC pertaining to an assignment or a transfer ofcontrol of Station’s license, or any interest therein, Station shallimmediately notify NBC in writing of the filing of such application, except asto “short form” assignments or transfers of control made pursuant to Section 73.3540(f).  NBC’s failure to notify Station to thecontrary in writing within 45 days of the Station’s giving notice of anassignment or transfer of its license shall constitute NBC’s consent totransfer assignment of this Agreement to the Station’s assignee ortransferee.  Station agrees

 

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that promptly following Station’snotice to NBC, Station shall arrange for a meeting between NBC and the proposedassignee or transferee to review the financial and operating plans, and suchother information as NBC may reasonably request, of the proposed assignee ortransferee.

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### (c)           For purposes of this Section 18,(i) ”control” shall mean having the power to direct the affairs ofan entity by reason of any of the following: (x) having the power to elector appoint, directly or indirectly, a majority of the governing body of suchentity, (y) owning or controlling the right to vote a majority of thevoting interest of such entity or (z) otherwise owning or controlling amajority interest in such entity, and (ii) ”transfer” shallinclude, without limitation, any direct or indirect change in the control ofany Station or Licensee.

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19.           Notices/APT.  Notices hereunder shall be in writing andshall be given (a) by personal delivery or overnight courier service: addressedto Licensee at the address set forth on the first page of this Agreement;to any affected Station at the respective address set forth on Schedule I;and to NBC at the address set forth on the first page of this Agreement,Attention: Executive Vice President, Affiliate Relations, with a copy to VicePresident, Law Department; or at such other address or addresses as may bespecified in writing by the party to whom the notice is given or (b) ifsuch notice relates to the scheduling, substitution, withdrawal, preemption orother aspect of programming hereunder, by posting to APT or by such other meansas NBC may specify to Station from time to time.  Notices shall be deemed given when personallydelivered and on the next business day following dispatch by overnight courierservice.  NBC and each Station agree tomonitor APT on at least a daily basis and to update APT as promptly aspracticable and in any event so as to comply with the notice periods providedherein.

 

20.           Entire Agreement/Amendments.  The foregoing constitutes the entireagreement among Licensee, Station and NBC with respect to the affiliation ofStation with NBC, all prior understandings being merged herein, except for theNon-Duplication Amendments, the Inventory Management Plan and the NBC PromotionSwap Program.  This Agreement may not bechanged, amended, modified, renewed, extended or discharged, except asspecifically provided herein or by an agreement in writing signed by theparties hereto; provided, that an amendment which affects only a particularStation may be executed only by NBC and such Station.

 

21.           Confidentiality.  The parties agree to use their best effortsto preserve the confidentiality of this Agreement and of the terms andconditions set forth herein, and the exhibits annexed hereto, to the fullestextent permissible by law.

 

22.           Applicable Law.  The obligations of Station and NBC under thisAgreement are subject to all applicable federal, state, and local laws, rules andregulations (including, but not limited to, the Communications Act of 1934, asamended, and the rules and regulations of the FCC), and this Agreement andall matters or issues collateral thereto shall be governed by the law of theState of New York applicable to contracts negotiated, executed and performedentirely therein (without regard to principles of conflicts of laws).

 

23.           Miscellaneous.  If any provision of this Agreement or theapplication of such provision to any circumstance is held invalid, theremainder of this Agreement, or the application of such provision tocircumstances other than those as to which it is held invalid, will not beaffected thereby.  A waiver by

 

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Licensee, Station or NBC of abreach of any provision of this Agreement shall not be deemed to constitute awaiver of any preceding or subsequent breach of the same provision or any otherprovision hereof.  This Agreement may besigned in any number of counterparts with the same effect as if the signatureto each such counterpart were upon the same instrument.

 

24.           Music Performance Rights.  All programs delivered to Station pursuant tothis Agreement shall be furnished with all music performance rights necessaryfor broadcast by Station included. Station shall have no responsibility for obtaining such rights fromASCAP, BMI or other music licensing societies insofar as the programs deliveredby NBC to Station for broadcasting are concerned.  As used in this paragraph, “programs”shall include, but shall not be limited to, program and promotional materialand commercial and public service announcements furnished by NBC toStation.  Station shall be responsiblefor all music licenses for any commercial and public service announcements orother material inserted by Station within or adjacent to the programs aspermitted under the terms of this Agreement, except for cut-ins produced by oron behalf of NBC and inserted by Station at NBC’s direction.

 

If the foregoing is in accordance with yourunderstanding, please indicate your acceptance on the copy of this Agreementenclosed for that purpose and return that copy to NBC.

 
|                                       | Very truly yours,        |
|--------------------------------------------|--------------------------|
|                                       |                     |
|                                       | NBC TELEVISION NETWORK   |
|                                       |                     |
|                                       |                     |
|                                       | By:                      | /s/ John Damiano |   |
|                                       |                     | John Damiano |
|                                       |                     | Executive Vice President, Affiliate  Relations |
|                                       |                     |
| AGREED:                                    |                     |
|                                       |                     |
| Young Broadcasting of Davenport, Inc. |                     |
|                                       |                     |
|                                       |                     |
| By:                                        | /s/ Deborah A. McDermott |   |   |
|                                       | Deborah A. McDermott     |   |
|                                       | President                |   |
|                                            |                          |  |  |  |  |

 

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**EXHIBIT A**

** **

# **FORM OFDISTRIBUTION CONTRIBUTION AGREEMENT**

# ** **

This agreement (the “Agreement”) between the NBC TelevisionNetwork (“NBC”) and Young Broadcasting of Davenport, Inc. (“Licensee”),is dated as of [date].

 

WHEREAS, NBC and Licensee have entered into an Affiliation Agreement,dated as of the date hereof (the “Affiliation Agreement”), with respectto the affiliation with NBC of the television station identified therein (the “Station”);

 

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

 

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

 

WHEREAS, pursuant to the Affiliation Agreement, Licensee, on behalf ofthe Station, agreed to assume the obligations set forth in this Agreement inorder to pay a portion of the NBC Distribution Costs;

 

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

 

1.             NBC Distribution Costs.  The NBC Distribution Costs consist of theoperational, facilities and technical costs, including upgrades, related toprocessing and distributing Network programs, promotions, advertisements, newsfeeds and other programming and services to the NBC affiliated televisionstations.

 

2.             Distribution Contribution.

 

##### a)             Licenseehereby agrees to pay NBC its pro rata share (calculated based on the Station’saggregate Nielsen DMA percentages) of the NBC Distribution Costs (the “LicenseePayment”) annually throughout the term of this Agreement.  The Licensee Payment shall be made by wiretransfer or such other means as NBC may approve, in two equal biannualinstallments payable each January 15 and June 15.

#####  

##### b)            Licenseehereby acknowledges that from year to year the NBC Distribution Costs mayincrease, and that accordingly the Licensee Payment shall increase, inaccordance with increases demonstrated in the annual review of NBC DistributionCosts customarily commissioned by the NBC Affiliate Board.  In the event that for any given year duringthe term the Licensee Payment exceeds the actual NBC Distribution Costs, thenNBC shall apply the excess to the NBC Strategic Technical Development Fund(a/k/a the Overcollection Fund (the “Fund”)).

#####  

3.             The Fund.  Licensee hereby agrees to pay its pro ratashare (calculated based on the Station’s aggregate Nielsen DMA percentages) of$18,000,000 (which payment shall be deducted from the Fund) out of a total of$54,000,000 of capital costs relating to the “Genesis” digital broadcastfacilities

 

A - 1

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development project, on the schedule presentedto the NBC Affiliate Board and attached hereto as Exhibit A.

 

4.             Term.  This Agreement shall commence as of [Date],and shall remain in full force and effect, with respect to Licensee andStation, for as long as the Affiliation Agreement (including any renewalthereof) remains in effect. Notwithstanding the foregoing, this Agreement shall terminate withrespect to Station in the event that Station ceases to be affiliated with NBC.

 

5.             Binding Agreement.  This Agreement shall be binding upon NBC andLicensee and the Station upon execution hereof by each of NBC and Licensee.

 

6.             Miscellaneous.  This Agreement constitutes the entireagreement and understanding of the parties relating to the subject matterhereof and supersedes all prior and contemporaneous agreements, negotiations,and understandings between the parties, both oral and written, relatingthereto.  No waiver or amendment of anyprovision of this Agreement shall be effective unless in writing and signed byboth parties.  The terms of thisAgreement shall apply to parties hereto and any of their successors or assigns;provided, however, that this Agreement may not be transferred or assigned byLicensee without the prior written consent of NBC.  This Agreement maybe executed incounterparts, each of which when executed shall be deemed to be an original butall of which taken together shall constitute one and the same agreement.  Notices given pursuant to this Agreementshall be deemed given upon dispatch if given via nationally recognizedovernight courier or confirmed facsimile, to the address of the respectiveparty as set forth in the Affiliation Agreement.

 

7.             Governing Law and Jurisdiction.  This Agreement shall be governed by andconstrued wider the laws of the State of New York applicable to contracts fullyperformed in New York, without regard to New York conflicts law.  The parties hereto irrevocably waive any andall rights to trial by jury in any proceeding arising out of or relating tothis Agreement.

 

IN WITNESS HEREOF, the parties hereto havecaused this Agreement to be executed by their duly authorized representativesas set forth below.

 
| NBC TELEVISION NETWORK                     |                 |
|--------------------------------------------|----------------------|
|                                       |                 |
|                                       |                 |
| By                                         |                 |   |   |
|                                       | Name:                | John Damian |   |
|                                       | Title:               | Executive Vice President,  Affiliate Relations |   |
|                                       |                 |
| Young Broadcasting of Davenport, Inc. |                 |
|                                       |                 |
|                                       |                 |
| By:                                        |                 |   |   |
|                                       | Deborah A. McDermott |   |
|                                       | President            |   |
|                                            |                      |  |  |  |  |

 

A - 2

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APPENDIX A

TODISTRIBUTION CONTRIBUTION AGREEMENT

 

**AFFILIATETECHNICAL DEVELOPMENT FUND**

Asof 1999 Year End Close (1997— 2005)

 

**CONTRIBUTION TOWARDS GENESIS PROJECT**

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

 

A - 1

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**SCHEDULE I**

 

**PROGRAMMED TIME PERIODS**

 
| FOR EASTERN TIME ZONE  STATIONS: |
|----------------------------------|
|                             |   |   |
| Monday through Saturday:         |   | 8:00-11:00 P.M. |
| Sunday:                          |   | 7:00-11:00 P.M. |
|                             |   |   |
| Monday through Thursday:         |   | 11:35 P.M.-2:05 A.M. |
| Friday:                          |   | 11:35 P.M.-2:35 A.M. |
| Saturday:                        |   | 11:30 P.M.-1:01 A.M. |
|                             |   |   |
| Monday through Friday:           |   | 4:30-5:00 A.M., 7:00-10:00 A.M.  and 6:30-7:00 P.M. |
| Saturday:                        |   | 7:00-9:00 A.M. and 6:30-7:00 P.M. |
| Sunday:                          |   | 8:00-10:00 A.M. and  6:30-7:00 P.M. |
|                             |   |   |
| Monday through Friday:           |   | 1:00-3:00 P.M. |
| Saturday:                        |   | 10:00 A.M.-1:00 P.M. |
|                             |   |   |
| Monday through Thursday:         |   | 2:05-4:00 A.M. |
| Friday                           |   | 2:35-4:30 A.M. |
| Saturday                         |   | 1:01-2:30 A.M. |
| Sunday                           |   | 11:30 P.M.-1:30 A.M. |
|                             |   |   |
| FOR CENTRAL TIME ZONE  STATIONS: |
|                             |   |   |
| Monday through Saturday:         |   | 7:00-10:00 P.M. |
| Sunday:                          |   | 6:00-10:00 P.M. |
|                             |   |   |
| Monday through Thursday:         |   | 10:35 P.M.-1:05 A.M. |
| Friday:                          |   | 10:35 P.M.-1:35 A.M. |
| Saturday:                        |   | 10:30 P.M.-12:01 A.M. |
|                             |   |   |
| Monday through Friday:           |   | 4:30-5:00 A.M., 7:00-10:00 A.M.  and 5:30-6:00 P.M. |
| Saturday:                        |   | 7:00-9:00 A.M. and 5:30-6:00 P.M. |
| Sunday:                          |   | 8:00-9:00 AM. network programming will be  broadcast from 7:00-8:00 A.M.; 9:00-10:00 A.M. network programming  will be broadcast from 8:00-9:00 A.M.; and 5:30-6:00 P.M. networks  programming will be broadcast 5:30-6:00 P.M. |
|                             |   |   |
| Monday through Friday:           |   | 1:00-3:00 P.M. network programming  will be broadcast from 12:30-2:30 P.M. |
| Saturday:                        |   | 9:00 A.M.-12:00 P.M. network  programming will be split and broadcast 10:30-11:30 A.M. on Saturday and  from 9:30-11:30 A.M. on Sunday |

 

I - 1

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| Monday through Thursday:          |   | 1:05-3:00 A.M. network programming  will be delayed for broadcast at 2:10-4:05 A.M. |
|-----------------------------------|--------|-----------------------------------------------------------------------------------------------|
| Friday                            |   | 1:35-3:30 A.M. network programming  will be delayed for broadcast at 2:40-4:35 A.M. |
|                              |   |                                                                                          |
| FOR MOUNTAIN TIME ZONE  STATIONS: |
|                              |   |                                                                                          |
| Monday through Saturday:          |   | 7:00-10:00 P.M.                                                                          |
| Sunday                            |   | 6:00-10:00 P.M.                                                                          |
|                              |   |                                                                                          |
| Monday through Thursday:          |   | 10:35 P.M.-1:05 A.M.                                                                |
| Friday:                           |   | 10:35 P.M.-1:35 A.M.                                                                |
| Saturday:                         |   | 10:30 P.M.-12:01 A.M.                                                               |
|                              |   |                                                                                          |
| Monday through Friday:            |   | 4:30-5:00 A.M., 7:00-10:00 A.M.  and 5:30-6:00 P.M.                            |
| Saturday:                         |   | 6:00-8:00 A.M. and 5:30-6:00 P.M.                                                   |
| Sunday:                           |   | 8:00-10:00 A.M. and  5:00-5:30 P.M.                                                 |
|                              |   |                                                                                          |
| Monday through Friday:            |   | 1:00 P.M. -3:00 P.M.                                                                |
| Saturday:                         |   | 8:00 A.M.-11:00 A.M.                                                                |
|                              |   |                                                                                          |
| Monday through Thursday:          |   | 1:05-3:00 A.M.                                                                           |
| Friday                            |   | 1:35-3:30 A.M.                                                                           |
| Saturday                          |   | 12:01-1:30 A.M.                                                                          |
| Sunday                            |   | 10:30 P.M.-12:30 A.M.                                                               |
|                              |   |                                                                                          |
| FOR PACIFIC TIME ZONE  STATIONS:  |
|                              |   |                                                                                          |
| Monday through Saturday:          |   | 8:00-11:00 P.M.                                                                          |
| Sunday:                           |   | 7:00-11:00 P.M.                                                                          |
|                              |   |                                                                                          |
| Monday through Thursday:          |   | 11:35 P.M.-2:05 A.M.                                                                |
| Friday:                           |   | 11:35 P.M.-2:35 P.M.                                                                |
| Saturday:                         |   | 11:30 P.M.-1:01 A.M.                                                                |
|                              |   |                                                                                          |
| Monday through Friday:            |   | 4:30-5:00 A.M., 7:00-10:00 A.M.  and 5:30-6:00 P.M.                            |
| Saturday:                         |   | 6:00-8:00 A.M. and 5:30-6:00 P.M.                                                   |
| Sunday:                           |   | 7:00-9:00 A.M. and 5:30-6:00 P.M.                                                   |
|                              |   |                                                                                          |
| Monday through Friday:            |   | 1:00-3:00 P.M.                                                                           |
| Saturday:                         |   | 8:00-1.1:00 A.M.                                                                         |
|                              |   |                                                                                          |
| Monday through Thursday:          |   | 2:05-4:00 A.M.                                                                           |
| Friday:                           |   | 2:35-4:30 A-M                                                                                 |
| Saturday:                         |   | 1:01-2:30 A.M.                                                                           |
| Sunday:                           |   | 11:30 P.M.-1:30 A.M.                                                                |

 

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**SCHEDULE II**

 

**NBC PAYMENTS**

** **

All amounts shown are inmillions of dollars ($MM):

 
| ** **               | ** ** | **2005** | ** ** | **2006** | ** ** | **2007** | ** ** | **2008** | ** ** | **2009** | ** ** | **2010** | ** ** | **2011** | ** ** | **2012** | ** ** | **2013** | ** ** | **2014** | ** ** |
|--------------------------|------------|----------|------------|----------|------------|----------|------------|----------|------------|----------|------------|----------|------------|----------|------------|----------|------------|----------|------------|----------|------------|
|                     |       |     |       |     |       |     |       |     |       |     |       |     |       |     |       |     |       |     |       |     |       |
| Annual Net NBC Payments: |       | ***      |       | ***      |       | ***      |       | ***      |       | ***      |       | ***      |       | ***      |       | ***      |       | ***      |       | ***      |       |

 

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*** Subject to request forconfidential treatment; separately filed with the Commission.

 

II - 1

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**SCHEDULE III**

 

**AFFILIATION PAYMENTS**

 

All amounts shown are inmillions of dollars ($MM):

 
| ** **                   | ** ** | **2005** | ** ** | **2006** | ** ** | **2007** | ** ** | **2008** | ** ** | **2009** | ** ** | **2010** | ** ** | **2011** | ** ** | **2012** | ** ** | **2013** | ** ** | **2014** | ** ** |
|------------------------------|------------|----------|------------|----------|------------|----------|------------|----------|------------|----------|------------|----------|------------|----------|------------|----------|------------|----------|------------|----------|------------|
|                         |       |     |       |     |       |     |       |     |       |     |       |     |       |     |       |     |       |     |       |     |       |
| Annual Affiliation Payments: |       | ***      |       | ***      |       | ***      |       | ***      |       | ***      |       | ***      |       | ***      |       | ***      |       | ***      |       | ***      |       |

 

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*** Subject to request forconfidential treatment; separately filed with the Commission.

 

III - 1

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