EXHIBIT 10.2


 


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.


 


ABC TV Network


 


John L Rouse

Senior Vice President

Affiliate Relations


 


September 26,
2005


 


Ms Deb
McDermott

President

Young Broadcasting, Inc.

441 Murfreesboro Road

Nashville, TN 37210


 


Dear Deb,


 


All terms will
become binding upon execution and the parties will negotiate in good faith
towards the execution of a long form agreement that incorporates them.


 


Stations


 


	
  WKRN

  	
   

  	
  Nashville

  
	
  WTEN

  	
   

  	
  Albany

  
	
  WRIC

  	
   

  	
  Richmond

  
	
  WATE

  	
   

  	
  Knoxville

  
	
  WBAY

  	
   

  	
  Green Bay

  



 


Term


 


10/1/04 –
12/31/09


 


Compensation


 


In accordance
with the clearance obligations outlined below, Young will receive the following
total annual compensation for these Stations.


 


	
  Year

  	
   

  	
  Gross Compensation

  	
   

  
	
  10/1/04-12/31/04

  	
   

  	
  $

  	
  ***

  	
   

  
	
  2005

  	
   

  	
  $

  	
  ***

  	
   

  
	
  2006

  	
   

  	
  $

  	
  ***

  	
   

  
	
  2007

  	
   

  	
  $

  	
  ***

  	
   

  
	
  2008

  	
   

  	
  $

  	
  ***

  	
   

  
	
  2009

  	
   

  	
  $

  	
  ***

  	
   

  



 


We are in
agreement that each station shall receive $*** annually in co-op funds through
12/31/09 to be spent in accordance with ABC’s standard guidelines.


 










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


 





















 


Clearance


 


Subject only
to the exceptions and limitations outlined below and set forth in the FCC Rules (“right
to reject”), there will be full, in-pattern clearance of all ABC programs in
all time periods currently cleared by the Stations.  Stations agree to negotiate in good faith
with ABC over the clearance of any programs in new time periods WKRN may delay “Nightline”
(or replacement programming) to 11:35PM CT (no more than one hour delay) until
upgrading to clearance of 11:05PM CT (no more than % hour delay) starting September 1,
2007 and then again upgrading to live time period of 10:35PM CT starting September 1,
2008 Station will receive the standard “Nightline” incentive inventory when the
program is cleared at its live time period.


 


WBAY may delay
“Nightline” (or replacement programming) to 11:05PM CT (no more than 1⁄2 hour
delay) until upgrading t o five time period of 10:35PM C T starting September 1
, 2009 Station will receive the standard “Nightline” incentive inventory when
the program in cleared at its live time period WBAY agrees to clear “Nightline”
in pattern if “Sex in the City” is moved from that time period prior to 9/1/09,
or if the Station obtains the contractual right to move it to a different time
period prior to that deadline and WBAY agrees to make good faith efforts to
obtain that right.


 


WKRN may delay
“Jimmy Kimmel Live” (or replacement programming) to 12:05AM CT (no more than
one hour delay) until upgrading to clearance of 11:35PM CT (no more than 1⁄2 hour
delay) starting September 1, 2007 and then again upgrading to live time
period of 11:05PM CT starting September 1, 2009 The Station will receive
the standard Kimmel incentive inventory when program is cleared at its live
time period.


 


WBAY may delay
“Jimmy Kimmel Live” (or replacement programming) to 12:05AM CT (no more than
one hour delay) until upgrading to clearance of 11:35PM CT (no more than 1⁄2 hour
delay) starting September 1, 2006 and then again upgrading to live time
period of 11:05PM CT starting September 1, 2009 Station will receive the
standard Kimmel incentive inventory when program is cleared at its live time
period.  Moreover, starting September 1,
2006.  WBAY will move Jimmy Kimmel Live
into the 11:05PM time period in the event that “Nightline” is removed from the
network schedule or is cancelled by the Station as outlined in the
paragraph below.


 


Stations agree
to clear “Nightline” or any replacement program so long as the program
continues to have a news / current affairs format.  If the replacement program does not have a
news / current affair format then stations agree to a 26 week test Stations may
then choose to cancel the program if, at the end of the test period, the
program fails to deliver at least 85% of its adult 25-54 audience share among
ABC, NBC and CBS in the time period (“3 network share”) in Station’s market as
Nightline achieved during the prior year. 
This calculation will be determined by comparing an average 3 network
share from major rating periods during the test period (i e November, February,
May and July) versus the same ratings period the prior year.


 


Stations agree
to clear on a 13 week test basis any replacement program of “Jimmy Kimmel Live”
so long as the format remains substantially similar to the current program
airing in the 2004/2005 season.  The program
may then be cancelled by the Stations and the time period returned to the
Stations.


 


2





















 


Stations will
continue to have first call rights with respect to all ABC Television Network
analog and digital programs against all TV broadcast stations in their
respective communities of license.  The
substantial majority of the Network’s programming offered to Stations will be “first
run,” (i.e. not previously broadcast on another domestic television network or
domestic cable or satellite channel) However, this restriction will not apply
to theatrical movies, re-runs of network programs previously offered to
Stations, or Kids programming and will not apply during a force majeure event
(e g, a labor dispute).  Stations, after
notice to ABC and an opportunity to cure, will not be required to clear Network
programs for which the Network does not provide the first call or first run
protection as provided above.  Station
will clear the program(s) once those protections are provided or restored The
program exclusivity provisions of N/AP III Sections III, IV and V shall be in
effect through 12/31/09.


 


Subject to
paragraph B in the Digital Program Delivery section below, clearance of a
network program includes unaltered carriage and pass through of all content
designed to attract and maintain viewership (including viewership of
advertisements), contained in the network feed that ABC reasonably associates
with a network program or commercial that is intended to be transmitted within
Network time periods and is designed to attract or maintain television
viewership This includes all enhanced content and enhanced advertisements
(including associated URLs and triggering devices) as well as (i) closed
captioning information, (ii) program id codes, (iii) broadcast flags
and watermarks, (iv) rating information and data, and (v) SAP feeds (“Program
Related Material”).


 


ABC
acknowledges that specific preemptions per Schedule B will continue but
compensation will not be earned for the preempted programs.  If a Station’s commitments to these programs
listed in Schedule B are reduced, then the number of those preemptions
will be reduced accordingly Stations shall each have an additional twenty (20)
one-time-only (OTO) half-hour preemptions per calendar year (“the basket”) For
any non-right to reject preemptions that exceed Schedule B or the
basket.  Station will reimburse ABC for
preempted program(s) according to its Hourly Network Reimbursement Rate
multiplied by the appropriate Reimbursement Matrix percentage (see Schedule A).  All preemptions including failures to clear
programs which are a part of your clearance commitment, as well as
one-time-only preemptions of previously accepted programs will be counted
against the basket However, the specific preemptions in Schedule B and
preemptions pursuant to the FCC’s right to reject rule will not be counted
against the basket and will not be subject to the reimbursement rates below,
although compensation will not be earned for those or any other preemptions.


 


Hourly Network Reimbursement Rate:


 




	
  Nashville

  	
   

  	
  $

  	
  8,761

  	
   

  
	
  Albany

  	
   

  	
  $

  	
  5,255

  	
   

  
	
  Richmond

  	
   

  	
  $

  	
  4,992

  	
   

  
	
  Knoxville

  	
   

  	
  $

  	
  4,985

  	
   

  
	
  Green Bay

  	
   

  	
  $

  	
  4,139

  	
   

  






 


Any loss of
compensation associated with the non right to reject preemptions that exceed Schedule B
or the basket will be deducted from the amount to be reimbursed.  Payment of the reimbursement amount will be
the exclusive remedy for exceeding Schedule B or the basket; however,
multiple preemptions of a particular program that constitute a failure to clear
that


 


3





















 


program will
still be subject to remedies as outlined in the current affiliation
agreement.  Moreover, exceeding the
basket by more than 20% with non right to reject preemptions and Schedule B
preemptions in any one calendar year will be a material breach of the
affiliation agreement.


 


The rates
above shall be applied to preemptions in calendar 2005 Beginning in 2006, these
rates shall be adjusted on an annual basis, by multiplying the prior year’s
rate by the percentage change in total network sales revenue, as published by
the Broadcast Cable Financial Management Association (BCFM) (or some other
mutually agreed, similar industry standard in the event that BCFM ceases such
publication).


 


Makegoods for
preempted programming (i.e., clearance at another time) will be
considered.  If the makegood is approved
by ABC, the preemption reimbursement payment to ABC will be reduced by the
value of the makegood as determined by ABC.


 


Inventory


 


The Stations will
have a Guaranteed Primetime Inventory Level Subject to adjustment as described
below, Guaranteed Primetime Inventory Level shall be defined as an average of
50 minutes and 15 seconds per week and when Monday Night Football is telecast,
the average commercial time shall be 51 minutes per week The Guaranteed
Primetime Inventory will be offered for the Term at substantially the same
times and durations as in the 2004-2005 season Local inventory in other
dayparts will be offered at substantially the same times and duration, and in
substantially the same amount, as was offered to affiliates generally during
the 2003/2004 season Stations will also continue to receive all additional
local incentive inventory currently received by Stations by reason of continued
in-pattern clearance of Nightline The View and Jimmy Kimmel Live for so long as
those clearances continue These inventory levels are based on: (a) full
clearance of the Network schedule, (b) the amount of Network Primetime and
other daypart programming scheduled as of the date of this Agreement; and (c) the
live clearance of Nightline.  The number
of units comprising the local Inventory Level shall be subject to adjustment
for (a) the number of local units in Network programming that is not
cleared by the Stations; (b) the number of local units that are lost as a
result of sustaining programming, or special event programming, run by the
Network in lieu of Network programming that would otherwise bear a more
traditional commercial load (although any reduction in local inventory must be
in proportion to the reduction in Network inventory for any special event
programs that exceed past practices or the number of such programs offered in
prior years; unless Stations are otherwise made whole); (c) the number of
local units lost as result of a reduction in the amount of Network programming
that formed the basis for the inventory calculation above; and (d) failure
to clear or the cancellation of Nightline (decrease of four thirty-second
primetime incentive units per week).  In
the event that ABC does not offer the Stations their Guaranteed inventory
Level, ABC shall, make the Stations whole for the then economic value to the
stations of any shortfall by, at its option (a) providing other local
commercial availabilities of such value, or (b) adjusting the station’s
compensation by that amount, or (c) a combination of (a) and (b) that
would make the stations whole.  Stations
will receive eight children’s spots upon expiration of NAP III or an economic
equivalent as approved by stations.


 


4





















 


Promotion


 


Stations will
join the Baseline Promotion Plan (below) Stations will provide 11 spots per day
(positions and lengths illustrated below) for promotion of ABC Network
programming.  ABC shall designate the use
of such spots.  An illustrative initial
designation of Network priorities is included below:


 


	
  ABC Baseline
  Promotion Schedule (for Central/Mountain markets): 

  
	
   

  	
   

  	
   

  
	
  Monday-Friday
  

  
	
   

  	
   

  	
   

  
	
  5-7am:

  	
   

  	
  2x (:15)
  supporting GMA

  
	
   

  	
   

  	
  1x (:15)
  supporting Prime

  
	
   

  	
   

  	
   

  
	
  9am-4pm:

  	
   

  	
  1x (:15)
  supporting The View

  
	
   

  	
   

  	
  2x (:15)
  supporting Prime

  
	
   

  	
   

  	
   

  
	
  4-6pm:

  	
   

  	
  1x (:15)
  supporting WNT

  
	
   

  	
   

  	
  1x (:15)
  supporting Prime

  
	
   

  	
   

  	
   

  
	
  6-7pm:

  	
   

  	
  1x (:30)
  supporting Prime

  
	
   

  	
   

  	
   

  
	
  10pm:

  	
   

  	
  1x (:15)
  supporting Latenight

  
	
   

  	
   

  	
   

  
	
  10pm-12am:

  	
   

  	
  1x (:15)
  supporting Prime

  
	
   

  	
   

  	
   

  
	
  Saturday/Sunday

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  9am-6pm:

  (9am-5pm-Sun)

  	
   

  	
  3x (:15)
  supporting Prime

  1x (:15) supporting WNT

  
	
   

  	
   

  	
   

  
	
  6-7 pm:

  (5-6 pm-Sun)

  	
   

  	
  1x (:30)
  supporting Prime

  
	
   

  	
   

  	
   

  
	
  ABC Baseline
  Promotion Schedule (for Eastern/Pacific markets).

  
	
   

  	
   

  	
   

  
	
  Monday-Friday

  
	
   

  	
   

  	
   

  
	
  5-7am:

  	
   

  	
  2x (:15)
  supporting GMA

  
	
   

  	
   

  	
  1x (:15)
  supporting Prime

  
	
   

  	
   

  	
   

  
	
  9am-4pm:

  	
   

  	
  1x (:15)
  supporting The View

  
	
   

  	
   

  	
  2x (:15)
  supporting Prime

  



 


5





















 


	
  4-7pm:

  	
   

  	
  1x (:15)
  supporting WNT

  
	
   

  	
   

  	
  2x (:15)
  supporting Prime

  
	
   

  	
   

  	
   

  
	
  7-8pm.

  	
   

  	
  1x (30)
  supporting Prime

  
	
   

  	
   

  	
   

  
	
  11pm:

  	
   

  	
  1x (15)
  supporting Latenight

  
	
   

  	
   

  	
   

  
	
  Saturday/Sunday

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  9am-7pm:

  	
   

  	
  3x (A5)
  supporting Prime

  
	
   

  	
   

  	
  (9am-6pm-Sun)
  1x (:15) supporting WNT

  
	
   

  	
   

  	
   

  
	
  7-8pm:

  	
   

  	
  1x (30)
  supporting Prime

  
	
   

  	
   

  	
  (6-7pm –Sun)

  



 


In return,
stations will have access to 4 additional 30-second primetime spots/wk. as well
as the Network’s authorization to convert 7 thirty-second local newsbrief
opportunities in primetime to local sale. 
These spots are currently associated with a station’s commitment to the
Affiliate Promotion Swap (APS) plan.


 


Local News


 


Stations agree
to program at least one half hour of locally produced news adjacent to ABC’s
morning news program and World News Tonight as well as late night news
programming as presently scheduled, subject to Stations’ obligations under FCC
rules.


 


N/AP III


 


Network and
Stations continue to operate in accordance with N/AP III and the parties will
negotiate in good faith their participation in successor plans once formally
offered by the Network.


 


Branding


 


Stations agree
to discuss with Network in good faith over ways in which they will co-brand
with ABC in order to closely link the stations with the network’s identity
Co-branding encompasses.  but is not
limited to the inclusion of the ABC corporate logo in the stations’ local
identification, and encompasses all on-air (graphics, voice over) and off-air
(website, print, cable, radio, outdoor, etc) promotion.  Usage of the ABC corporate logo and station
logo must be consistent with network and station creative guidelines and
specifications.  Stations and Network
will work in good faith to explore and implement branding opportunities of
mutual benefit.


 


NewsOne


 


Stations will
fully participate in ABC NewsOne and NNS or any successor affiliate newsgathering
service, for the term of this affiliation agreement, subject to negotiations
and


 


6





















 


agreement on
new NewsOne and NNS agreements Annual payments will be based on 1/1/05 levels (Schedule C).  Annual fee increases for the basic NewsOne
service will be limited to 3% each year or CPI, whichever is less Once
compensation is no longer paid to the Station, then the monthly fees for the
basic NewsOne service will be waived provided that Station is otherwise in full
compliance with the Affiliation Agreements.


 


Retransmission


 


Your Stations
will be authorized to grant retransmission consent to cable systems (and other
MVPD’s) located within the stations’ DMA and to systems located outside the
stations’ DMA if the station is “significantly viewed” (as defined by FCC
rules) in the MVPD community In the event that Network and Stations opt to pool
their retransmission rights for the purposes of coordinated retransmission
negotiations to secure negotiating efficiencies, Stations shall discuss sharing
with Network any incremental fees or other incremental value received for
Station’s retransmission consent above what Stations received prior to pooling
retransmission rights with the Network.


 


Network Non-Duplication


 


ABC will
provide Stations network non-duplication protection on its analog and digital
channels for programs that are cleared in-pattern, consistent with FCC rules,
against the importation by cable (and other MVPD’s) of a duplicating
out-of-market ABC Network program from another ABC affiliated station Network
non-duplication protection shall begin 48 hours prior to the live time period
designed by us for the broadcast of that Network Television Program by your
station, and shall end at 12:00 Midnight on the seventh day following that
designated time period.


 


Digital Program Delivery


 


A.            First Call.


 


In
consideration for the benefits of this Agreement, Stations agree to become ABC’s
primary affiliate with respect to the programming that ABC distributes in a
digital format as a television network on a national basis This obligation will
include the simulcast feed of the analog service, or its equivalent in the
event that the station is required to relinquish its analog spectrum (the “Primary
Digital Feed”) In addition, Stations will have the first call to the
over-the-air broadcast of any additional channels of television programming
contained in the Network’s digital feed that are offered to other
affiliates.  In the event that Station
declines or is unable to accept the first call offer for an additional channel
for any reason, then ABC shall be free to distribute that channel in Station’s
community of license by any means without being limited by the terms of this or
any other agreement.


 


B.            Broadcast Standards & MBPS
Usage.


 


1.(a)        Subject to its clearance obligations,
each Station agrees to transmit on its Primary DTV channel the Primary Digital
Feed of all Network programs, including HDTV programs and Program Related
Material, in a technical format consistent with display formats specified
within the ATSC standard, and, without alteration, modification, insertion or
down conversion of the native display rate, to the extent the transmission does
not require more bandwidth than is required for 720p transmissions (“Broadcast
Standards”), provided, however, that:


 


7





















 


(i)            Each Station will not devote more
than 2 mbps on its DTV channel as needed for the broadcast of Program Related
Material;


 


(ii)           Each Station shall reserve for its
own use at all times no less than 5 mbps of digital bandwidth (“Local Set-Aside”);
and


 


(iii)          Stations may utilize proven
compression technology to allow them to reduce the number of mbps needed to
broadcast the Primary Network Feed and Program Related Material while otherwise
maintaining the Broadcast Standards, without noticeable degradation in audio or
picture quality detectable to viewers utilizing home digital television
receivers and while maintaining the functionality of any Program Related
Material.  Stations will control the use
of any additional capacity made available by the compression technology and all
bandwidth unless some portion of it is needed to maintain HDTV at Broadcast
Standards with up to 2 mbps of Program Related Material.


 


(b)           The Network will offer to each
Station its standard reimbursement agreement as offered to affiliates generally
(as attached hereto) for acquisition of reception equipment that is necessary
to receive the Primary Network Feed, any additional channel(s) of digital
programming that Station may agree to clear and all elements of Program Related
Material and decoding equipment for each such service within the Network’s DTV
feed.  The Stations may re-encode Network
programming utilizing compression technology, permitted within ATSC
specifications and FCC rules in effect at the time, and may allocate the
bit rates for services carried consistent with ATSC standards so long as the
Broadcast Standards and the functionality of Program Related Material as set
forth in paragraph 1(a) above are maintained.


 


2.             In the event that the broadcast of
all elements of the Program Related Material and the Primary Digital Feed in
accordance with the Broadcast Standards impinges on the 5 mbps local set-aside,
then Network will designate which elements of the Program Related Material that
Station may delete if necessary to maintain the 5 mbps local set-aside Stations
will cooperate with Network to identify, and negotiate with Network in good
faith (but with no obligation to reach an agreement) regarding the utilization
of, any commercially reasonable alternative means of delivering to viewers any
deleted elements of the Program Related Material that otherwise fall within the
2 mbps ceiling.  Stations will consider,
in good faith, any request by ABC that Program Related Material for a
particular program be allowed to occupy more than 2 mbps or that Stations
devote more than 14.39 mbps to the broadcast of the Primary Feed with all
Program Related Material.  To the extent
that Station is not utilizing all of its 5 mbps local set-aside, then Station’s
consent to this request will not be unreasonably withheld.


 


3.             Each Station will, within six (6) months
following its commencement of broadcasting digital multicast channels, acquire
and utilize any commercially reasonable methods (including statistical
multiplexing equipment, or other similar equipment with the same or greater
performance characteristics), available now or in the future, that will allow
them to broadcast the complete Primary Network Feed, including all elements of
Program Related Material (still subject to the 2 mbps ceiling) in a manner
consistent with Broadcast Standards while otherwise maintaining the 5 mbps
local set-aside.


 


8





















 


C.            Residual Digital Spectrum.


 


Stations agree
not to make any use of its digital spectrum that would interfere with its
obligations under the Affiliation Agreement With respect to any digital
broadcast spectrum that is not needed for that purpose (“Residual Digital
Spectrum”) Stations shall provide Network reasonable prior notice of any
intended use of the Residual Digital Spectrum provided that ABC agrees to honor
any confidentiality requirements to which Stations may be subject.  Stations and Network agree to negotiate in
good faith with respect to acceptance and clearance by Station of any
alternative uses for the Residual Digital Spectrum that Network may then offer
to Stations.  This is not intended to
create an option on the residual spectrum, a right of first refusal or a right
of last negotiation.


 


D.            ***


 


Cross Promotion


 


The Cross
Promotion provision incorporated into N/AP II will be extended for the full
term of the agreement.


 


Assignment


 


The assignment
provision incorporated into NAP III will be extended for the full term of the
agreement.


 


Miscellaneous


 


ABC agrees to
the following: (1) continue to pay music license fees in Network programs,
(2) pay at the new 2005 station rate levels for cut-ins and tag
announcements throughout the new term, and (3) offer continued
indemnification as provided in existing agreements for Network program content.


 










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


 


9





















 


Deb, I look
forward to the continuation of our affiliation with Young.  Please indicate your approval of these terms
by signing in the space provided below.


 


	
  Sincerely,

  
	
   

  
	
  /s/ John L
  Rouse

  	
   

  
	
  John L Rouse

  
	
   

  
	
  Agreed and
  Accepted: Young Broadcasting, Inc.

  
	
   

  
	
  By:

  	
  /s/ Deborah
  McDermott

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  
				



 


10





















 


Schedule A


 


Pre-emption Reimbursement Matrix
(hourly)


 




	
  Prime

  	
   

  	
  100

  	
  %

  
	
  Daytime

  	
   

  	
  20

  	
  %

  
	
  News-GMA/Nightline

  	
   

  	
  25

  	
  %

  
	
  News-WNT

  	
   

  	
  60

  	
  %

  
	
  Latenight
  (non-news)

  	
   

  	
  15

  	
  %

  
	
  Kids

  	
   

  	
  10

  	
  %

  
	
  Weekend
  Sports

  	
   

  	
  40

  	
  %

  






 





















 


Schedule B


 


Annual 1/2 Hour
Preemptions


 




	
   

  	
   

  	
  Half-Hours

  
	
  WKRN

  	
   

  	
   

  
	
  ***

  	
   

  	
  ***

  
	
   

  	
   

  	
   

  
	
  WBAY

  	
   

  	
   

  
	
  ***

  	
   

  	
  ***

  
	
   

  	
   

  	
   

  
	
  WATE

  	
   

  	
   

  
	
  ***

  	
   

  	
  ***

  
	
   

  	
   

  	
   

  
	
  WTEN

  	
   

  	
   

  
	
  ***

  	
   

  	
  ***

  
	
   

  	
   

  	
   

  
	
  WRIC

  	
   

  	
   

  
	
  ***

  	
   

  	
  ***

  






 










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


 





















 


Schedule C


 


NewsOne Annual Amounts (2005)


 




	
  WKRN

  	
   

  	
  $

  	
  100,000

  	
   

  
	
  WTEN

  	
   

  	
  $

  	
  75,000

  	
   

  
	
  WRIC

  	
   

  	
  $

  	
  75,000

  	
   

  
	
  WATE

  	
   

  	
  $

  	
  75,000

  	
   

  
	
  WBAY

  	
   

  	
  $

  	
  75,000