EXHIBIT 10.1


 


Confidential
Treatment has been requested for portions of this Exhibit. The confidential
portions have been redacted and are denoted by ***. The Confidential portions
have 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 affiliation
of the television broadcasting station set forth above (the Licensee and its
station being referred to herein together as a “Station”) with the NBC
Television Network (“NBC”) and shall supersede and replace all prior
agreements between the Station and NBC (which agreements are hereby terminated
and of no further force or effect) except (i) for the most recent
amendments to such prior agreements with respect to network non-duplication
protection under Federal Communications Commission (“FCC”) Rules Section 76.92
(the “Non-Duplication Amendments”), (ii) for the NBC Promotion Swap
Program, (iii) for the Inventory Management Plan (as defined in Section 6),
and (iv) that any indemnities provided for in such prior agreements, as
well as any liabilities outstanding thereunder as of the date of this
Agreement, shall survive.


 


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


 


2.             Programming.


 


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


 


(b)           In addition to programming supplied
pursuant to Section 2(a), NBC shall offer the Station a variety of sports
programming (“NBC Sports Programming”) and special events programming
for television broadcast at times other than Programmed Time Periods.  For a period of seventy-two (72) hours
following NBC’s offer, the Station shall have the right of first refusal with
respect to such programming as against any other television station located in
Station’s community of license or any television program transmission service
furnishing a television signal to Station’s community of license The Station
shall confirm its clearance of such programming to NBC within the 72-hour
period via the Internet site currently known as “Affiliate Partnership Tool”
(“APT”) or such other means as NBC may


 





















 


designate.  The Station’s confirmation of clearance shall
constitute Station’s agreement to broadcast such programming in accordance with
the terms of such offer and this Agreement.


 


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


 


3.             Preemptions.


 


(a)           Each Station acknowledges that NBC
will make a substantial investment in network programming during the term of
this Agreement in order to provide Station with network-quality news, public
affairs, entertainment, sports, children’s and other programming.  In view of such investment, and after
considering the amount of broadcast time available to Station outside of the
Programmed Time Periods, each Station further acknowledges and confirms that it
does not presently foresee any need to substitute programming of any kind for
NBC Programming, except as set forth in Section 3(b).


 


(b)           In the event Station preempts or
otherwise fails to broadcast any NBC Programming (including, without
limitation, NBC Sports Programming) on the dates and at the times such Programming
is scheduled by NBC (except schedule changes with NBC’s written consent)
and such preemption or failure is not pursuant to either a legitimate exercise
of Section 73.658(e) of the Commission’s Rules or an event of
force majeure as provided in Section 11 of this agreement, then, without
limiting any other rights or remedies of NBC under this Agreement or otherwise,
Station shall pay to NBC an amount equivalent to NBC’s loss of gross
advertising revenues attributable to Station’s failure to broadcast such
program in Station’s market. 
Notwithstanding the foregoing, Station shall have no obligation to
reimburse NBC for lost advertising revenues if (i) in the case of a
preemption of NBC Prime Time Programming (i.e., Network Programming airing from
8:00 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 Time
Programming (“Prime Time Basket”) and in addition (ii) in the case
of a preemption of NBC Sports Programming, Station has not preempted more than
six (6) hours of NBC Sports Programming (“Sports Basket”) during
each calendar year within the term of this agreement.


 


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


 


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(d)           In the event a Station fails to pay
to 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, then
in addition to all other remedies available to it, NBC shall have the option,
exercisable in its sole discretion upon 30 days’ notice to the breaching
Station to (i) terminate that Station’s right to broadcast any one or more
series or other NBC Programs, and to the extent and for the periods that NBC so
elects, license the broadcast rights to such series or other NBC Program(s) to
any other distribution outlet for distribution in that Station’s community of
license or (ii) terminate this Agreement with respect to Station..


 


4.             Payments.


 


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


 


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


 


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


 


(i)                                     All
License Fees owed by Station pursuant to Station’s NBC News Channel
Participation Agreement;


 


(ii)                                  All
amounts owed by Station and Licensee pursuant to the Distribution Contribution
Agreement (as defined below);


 


(iii)                               All amounts owed by
Station pursuant to the Inventory Management Plan; and


 


(iv)                              All
amounts owed by Station pursuant to this Agreement, including without
limitation pursuant to Section 3 hereof.


 


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


 


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


 


(e)           Default.  In the event that Licensee or Station is in
default of any obligation under this Section 4 which default remains
uncured 30 days after Licensee’s receipt of notice thereof from NBC, NBC shall
have the right, at its election, to terminate this Agreement in its entirety
upon notice to Licensee.


 


5.             Distribution Contribution
Agreement.  Licensee shall enter into
a Distribution Contribution Agreement in the form attached as Exhibit A
hereto.


 


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


 


7.             Local Commercial Announcements.  From time to time and at least once each
calendar quarter, NBC shall provide Station with notice setting forth the
amount and placement of availabilities for Station’s respective local
commercial announcements in and adjacent to regularly scheduled NBC
Programming.  Notwithstanding anything
herein to the contrary, NBC agrees that the average number of thirty-second
units available to the Station for local commercial announcements during
regularly 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 on
Sunday (the “Prime Time Hours”) shall be no fewer than 108 per week.  In addition, NBC agrees that the average
number of thirty-second units available to the Station for local commercial
announcements during regularly scheduled network programming only, outside the
Prime Time Hours shall be no fewer than that available to NBC’s owned and
operated stations.  The foregoing
minimums shall only apply to regularly scheduled network programming, and in no
event shall apply to breaking news or special events programming.


 


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


 


(a)           Subject to Station’s rights under Section 73.658(e) of
the Commission’s Rules, Station shall not make any deletions from, or additions
or modifications to, any NBC Program or any commercial, NBC identification,
program promotional or production credit announcements or other interstitial
material contained therein, nor broadcast any commercial or other announcements
(except emergency bulletins) during any such program, without NBC’s prior
written authorization.  Subject to
Station’s rights under Section 73.658(e) of the Commission’s Rules,
Station shall broadcast each NBC Program from the commencement of network
origination until the commencement of the next program.


 


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


 


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any Entertainment program is
contemplated by this consent, and the authorization contained herein
specifically excludes and prohibits any addition whatsoever to News and Sports
programs, except identification of Station as provided in the preceding
sentence as required by the FCC.


 


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


 


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


 


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


 


12.           Indemnification.  NBC shall indemnify, defend and hold the
Station (individually, an “Indemnified Station”), its parent, subsidiary
and affiliated companies, and their respective directors, officers and
employees, harmless from and against all claims, damages, liabilities, costs
and expenses (including reasonable attorneys’ fees) arising out of the use by
the Indemnified Station, in accordance with this Agreement, of any NBC Program
or other material as furnished by NBC hereunder, provided that the Indemnified
Station promptly notifies NBC of any claim or litigation to which this
indemnity shall apply, and that the Indemnified Station cooperates fully with
NBC in the defense or settlement of such claim or Litigation.  Similarly, Station (the “Indemnifying
Station”) shall indemnify, defend and hold NBC, its parent, subsidiary and
affiliated companies, and their respective directors, officers and employees,
harmless with respect to (x) material added to or deleted from any program
by the Indemnifying Station, except for cut-ins produced by or on behalf of NBC
and inserted by the Indemnifying Station at NBC’s direction and (y) any
programming or other material broadcast by the Indemnifying Station and not
provided by NBC hereunder.


 


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


 


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


 


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a station-by-station basis
based upon Designated Market Area (“DMA”) (as defined by Nielsen)
percentage, to future NBC efforts to secure as part of NBC Programming major
sports and entertainment programming opportunities (including, for example and
without limitation, rights to broadcast National Football League games and
entertainment programs such as “ER”).


 


14.           Change in Operations.  The Station represents and warrants that it
holds a valid license granted by the FCC to operate Station as a television
broadcast station; such representation and warranty shall constitute a
continuing representation and warranty by Station, provided, however, if
Station should lose one or more FCC licenses to operate the Station despite
making reasonable efforts to maintain such license, NBC’s sole remedy under
this Agreement shall be to terminate this Agreement and NBC will be relieved of
its responsibilities under this Agreement to further provide NBC Programming to
the Station.  In the event that at any
time (a) a Station’s transmitter location, power, frequency, programming
format or hours of operation are materially changed, (b) a Station ceases
to produce and broadcast local news, or (c) the number of hours of local
news which a Station broadcasts materially decreases, in each case so that such
Station is of less value to NBC as a broadcaster of NBC programming than at the
date of this Agreement, then NBC may terminate this Agreement with respect to
such Station or Stations upon thirty (30) days prior written notice to such
Station(s).


 


15.           DTV Conversion.  To the extent the Station is broadcasting in
digital format, NBC commits to supply programming to the Station for free
over-the-air digital television broadcasting during the Programmed Time
Periods.  To the extent NBC does not
provide any such programming in a digital format during the Programmed Time Periods
or any portion thereof, but provides such programming exclusively in an analog
format, the Station has the right to convert such analog programming into
digital format and to broadcast such programming via its digital signal,
notwithstanding anything to the contrary in the following sentence.  Each Station acknowledges that upon
commencement of operation of Station’s digital television signal (“DTV
channel”), each Station will, to the same extent as this Agreement provides
for carriage of NBC Programming on its analog channel, carry on such DTV
channel the digital feed of such NBC Programming as and in the technical format
provided by NBC consistent with the ATSC standards and all “program-related
material” if transmitted simultaneously with the program it relates to
(collectively, the “Network Digital Feed”).  As used in this paragraph, “program-related
material”, shall mean (i) closed-captioning information, (ii) program
identification codes, (iii) program ratings information, (iv) alternative
language feeds related to the programming, (v) Nielsen data, (vi) programming,
data and other enhancements which are related to the programming and network
advertisements provided in the Network Digital Feed and which are carried
generally by NBC’s owned and operated stations, (vii) such other material
as has been agreed by a majority (calculated by DMA percentage) of NBC
affiliated television stations, (viii) such other material as may be
provided by NBC that is necessary to provide the Network Digital Feed, (ix) information
and material directly associated with specific network commercial
advertisements contained in the network programs included in the Network
Digital Feed, and (x) information and material designed to promote network
programming.  In the event that NBC
proposes that the Station carry network multiplexed programming or ancillary
data that is not program-related material, Licensee agrees to negotiate in good
faith with NBC regarding the terms pursuant to which such multiplexed
programming or ancillary data may be carried. 
The Station shall commence operation of Station’s digital television
signal by the later of (i) May 1, 2002 or (ii) any extension or
postponement of such date mandated or approved by the FCC; to the extent that a
Station is not transmitting a DTV channel as of the later of such dates, NBC
shall be permitted to offer the Network


 


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


 


16.           Unauthorized Copying and
Transmission: Retransmission Consent.


 


(a)           The Station shall not authorize,
cause, or permit, without NBC’s consent, any NBC Program or other material
furnished to Station hereunder to be recorded, duplicated, rebroadcast or otherwise
transmitted or used for any purpose other than broadcasting by Station as
provided herein.  Notwithstanding the
foregoing, the Station shall not be restricted in the exercise of its signal
carriage rights pursuant to any applicable rule or regulation of the FCC
with respect to retransmission of its broadcast signal by any cable system or
multichannel video program distributor (“MVPD”), as defined in Section 76.64(d) of
the FCC Rules, which (a) is located within the DMA in which Station is
located, or (b) was actually carrying Station’s signal as of April 1,
1993, or (c) with respect to cable systems, serving an area in which
Station is “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 “significantly
viewed” (as determined by the FCC pursuant to the Satellite Home Viewer
Extension and Reauthorization Act of 2004); provided, however, that any such
exercise pursuant to FCC Rules with respect to NBC Programs shall not be
deemed to constitute a license by NBC. 
NBC reserves the right to restrict such signal carriage with respect to
NBC Programming in the event of a change in applicable law, rule or
regulation.


 


(b)           In consideration of the grant by NBC
to Station of the Non-Duplication Amendments, each Station hereby agrees as
follows:


 


(i)                                     Station
shall not grant consent to the retransmission of its broadcast signal by any
cable television system, or, except as provided in Section 16(b)(ii) below,
to any other MVPD whose carriage of broadcast signals requires retransmission
consent, if such cable system or MVPD is located outside the DMA to which
Station is assigned, unless Station’s signal was actually carried by such cable
system 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 and
Reauthorization Act of 2004).


 


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


 


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


 


17.           “Branding” Plan/Promotion.


 


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


 


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


 


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


 


18.           Assignment.


 


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


 


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


 


8





















 


that promptly following Station’s
notice to NBC, Station shall arrange for a meeting between NBC and the proposed
assignee or transferee to review the financial and operating plans, and such
other information as NBC may reasonably request, of the proposed assignee or
transferee.


 


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


 


19.           Notices/APT.  Notices hereunder shall be in writing and
shall be given (a) by personal delivery or overnight courier service: addressed
to 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 Vice
President, Law Department; or at such other address or addresses as may be
specified in writing by the party to whom the notice is given or (b) if
such notice relates to the scheduling, substitution, withdrawal, preemption or
other aspect of programming hereunder, by posting to APT or by such other means
as NBC may specify to Station from time to time.  Notices shall be deemed given when personally
delivered and on the next business day following dispatch by overnight courier
service.  NBC and each Station agree to
monitor APT on at least a daily basis and to update APT as promptly as
practicable and in any event so as to comply with the notice periods provided
herein.


 


20.           Entire Agreement/Amendments.  The foregoing constitutes the entire
agreement among Licensee, Station and NBC with respect to the affiliation of
Station with NBC, all prior understandings being merged herein, except for the
Non-Duplication Amendments, the Inventory Management Plan and the NBC Promotion
Swap Program.  This Agreement may not be
changed, amended, modified, renewed, extended or discharged, except as
specifically provided herein or by an agreement in writing signed by the
parties hereto; provided, that an amendment which affects only a particular
Station may be executed only by NBC and such Station.


 


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


 


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


 


23.           Miscellaneous.  If any provision of this Agreement or the
application of such provision to any circumstance is held invalid, the
remainder of this Agreement, or the application of such provision to
circumstances other than those as to which it is held invalid, will not be
affected thereby.  A waiver by


 


9





















 


Licensee, Station or NBC of a
breach of any provision of this Agreement shall not be deemed to constitute a
waiver of any preceding or subsequent breach of the same provision or any other
provision hereof.  This Agreement may be
signed in any number of counterparts with the same effect as if the signature
to each such counterpart were upon the same instrument.


 


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


 


If the foregoing is in accordance with your
understanding, please indicate your acceptance on the copy of this Agreement
enclosed 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

  	
   

  
						



 


10





















 


EXHIBIT A


 


FORM OF



DISTRIBUTION CONTRIBUTION AGREEMENT


 


This agreement (the “Agreement”) between the NBC Television
Network (“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 respect
to the affiliation with NBC of the television station identified therein (the “Station”);


 


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


 


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


 


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


 


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


 


1.             NBC Distribution Costs.  The NBC Distribution Costs consist of the
operational, facilities and technical costs, including upgrades, related to
processing and distributing Network programs, promotions, advertisements, news
feeds and other programming and services to the NBC affiliated television
stations.


 


2.             Distribution Contribution.


 


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


 


b)            Licensee
hereby acknowledges that from year to year the NBC Distribution Costs may
increase, and that accordingly the Licensee Payment shall increase, in
accordance with increases demonstrated in the annual review of NBC Distribution
Costs customarily commissioned by the NBC Affiliate Board.  In the event that for any given year during
the term the Licensee Payment exceeds the actual NBC Distribution Costs, then
NBC 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 rata
share (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 broadcast
facilities


 


A - 1





















 


development project, on the schedule presented
to 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 and
Station, for as long as the Affiliation Agreement (including any renewal
thereof) remains in effect. 
Notwithstanding the foregoing, this Agreement shall terminate with
respect to Station in the event that Station ceases to be affiliated with NBC.


 


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


 


6.             Miscellaneous.  This Agreement constitutes the entire
agreement and understanding of the parties relating to the subject matter
hereof and supersedes all prior and contemporaneous agreements, negotiations,
and understandings between the parties, both oral and written, relating
thereto.  No waiver or amendment of any
provision of this Agreement shall be effective unless in writing and signed by
both parties.  The terms of this
Agreement shall apply to parties hereto and any of their successors or assigns;
provided, however, that this Agreement may not be transferred or assigned by
Licensee without the prior written consent of NBC.  This Agreement maybe executed in
counterparts, each of which when executed shall be deemed to be an original but
all of which taken together shall constitute one and the same agreement.  Notices given pursuant to this Agreement
shall be deemed given upon dispatch if given via nationally recognized
overnight courier or confirmed facsimile, to the address of the respective
party as set forth in the Affiliation Agreement.


 


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


 


IN WITNESS HEREOF, the parties hereto have
caused this Agreement to be executed by their duly authorized representatives
as 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





















 


APPENDIX A


TO
DISTRIBUTION CONTRIBUTION AGREEMENT


 


AFFILIATE
TECHNICAL DEVELOPMENT FUND


As
of 1999 Year End Close (1997— 2005)


 


CONTRIBUTION TOWARDS GENESIS PROJECT


 


	
  1997

  	
   

  	
  $

  	
  700,000

  	
   

  
	
  1998

  	
   

  	
  $

  	
  1,250,000

  	
   

  
	
  1999

  	
   

  	
  $

  	
  1,050,000

  	
   

  
	
  2000

  	
   

  	
  $

  	
  2,500,000

  	
   

  
	
  2001

  	
   

  	
  $

  	
  2,500,000

  	
   

  
	
  2002

  	
   

  	
  $

  	
  2,500,000

  	
   

  
	
  2003

  	
   

  	
  $

  	
  2,500,000

  	
   

  
	
  2004

  	
   

  	
  $

  	
  2,500,000

  	
   

  
	
  2005

  	
   

  	
  $

  	
  2,500,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  TOTAL

  	
   

  	
  $

  	
  18,000,000

  	
   

  



 


A - 1





















 


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





















 


	
  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.

  



 


I - 2





















 


SCHEDULE II


 


NBC PAYMENTS


 


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


 


	
   

  	
   

  	
  2005

  	
   

  	
  2006

  	
   

  	
  2007

  	
   

  	
  2008

  	
   

  	
  2009

  	
   

  	
  2010

  	
   

  	
  2011

  	
   

  	
  2012

  	
   

  	
  2013

  	
   

  	
  2014

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Annual Net NBC Payments:

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  



 










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


 


II - 1





















 


SCHEDULE III


 


AFFILIATION PAYMENTS


 


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


 


	
   

  	
   

  	
  2005

  	
   

  	
  2006

  	
   

  	
  2007

  	
   

  	
  2008

  	
   

  	
  2009

  	
   

  	
  2010

  	
   

  	
  2011

  	
   

  	
  2012

  	
   

  	
  2013

  	
   

  	
  2014

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Annual Affiliation Payments:

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  	
  ***

  	
   

  



 










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


 


III - 1