Exhibit 10.2


 


November 18, 2005


 


Mr. Terry
Mackin


Executive
Vice President


Hearst-Argyle
Television, Inc.


888
Seventh Avenue - 27th Floor


New
York, NY  10106


 


Dear Terry:


 


Reference
is made to the Affiliation Agreement (“the Agreement”) between Des Moines Hearst-Argyle
Television, Inc., a wholly-owned subsidiary of Hearst-Argyle Television, Inc.,
as assignee and successor to KCCI Television, Inc., a wholly-owned
subsidiary of Pulitzer Broadcasting Company (“Broadcaster”) and CBS,
dated February 6, 1995, as amended, regarding the affiliation of
television station KCCI-TV (“Station”), in Des Moines, Iowa, with the CBS
Television Network.


 


You
and we mutually agree in this Letter Agreement to the following amendments and additional
terms and conditions of the Agreement:


 


1.               In order to clarify
that Broadcaster’s “first call” rights to Network Programs extend to such
programs in digital format, you and we agree that the initial words of Paragraph
1 of the Agreement prior to the start of Subparagraph 1(a) shall be deleted
and replaced by the following language:


 


“1.                                 Offer,
Acceptance and Delivery of Network Programs


 


Broadcaster
shall have a “first call”, as set forth below, on the program offerings of the
CBS Television Network (“Network Programs”). 
Such “first call” rights shall apply to Network Programs in both analog
and digital format, it being understood that, with respect to digital
broadcasting, “Network Programs” shall refer to the “Primary Network Feed”,
which during the digital transition shall mean the digital version of those
programs transmitted to CBS Affiliates for the purpose of analog broadcasting,
and not to any additional program streams that may be transmitted by the
Network (i.e., “multi-plexed” programming).”


 


In the event that CBS offers a
Network multiplexed channel, Station shall have first call rights to such
channel in Station’s DMA and CBS agrees to enter into exclusive good faith
negotiations for thirty (30) days regarding the terms pursuant to which such
multiplexed programming or ancillary data may be carried on Station.


 





















 


2.               In
order to clarify that Broadcaster’s network non-duplication protection rights
apply to digital as well as analog broadcasting of Network Programs, you and we
agree that the words “in analog and digital formats” shall be inserted into the
second line of Subparagraph 9(b) of the Agreement after the words “network
programming”, so that the beginning of this subparagraph will read as follows:


 


“Broadcaster
shall be entitled to exercise, within Affiliated Station’s Network Exclusivity
Zone, the protection against duplication of network programming in analog and
digital formats,”


 


Also,
due to modification of the FCC’s regulations, you and we agree that the
reference in the same Subparagraph 9(b) to “Section 76.92 through
76.97 of the FCC rules” shall be amended to read “Sections 76.92 through 76.95
of the FCC rules.”


 


3.               In
addition, you and we agree to the following additional terms and conditions which
shall be made part of the Agreement:


 


Station will, to the same extent
as the Agreement provides for carriage of Network programs on its analog
channel, transmit on such DTV channel the digital feed of such Network Programs
in the technical format, consistent with the ATSC standards, provided by CBS,
which shall be deemed to include the transmission by Station of all program
related material, as defined below, provided by CBS which can be accommodated
within a six MHz channel carrying a data stream of up to 19.39 megabits per
second.  It is expressly understood that
this Agreement applies only to the Primary Network Feed in digital format of
the program provided by the Network to its affiliated stations, together with
any associated program related material, and that Broadcaster will in no event
be required to carry additional Network digital programming (i.e., “multiplexed”
programming).  Consistent with and
subject to the foregoing, the Station shall have the right to use any available
portion of its digital signal for the purpose of transmitting local programs or
any other material; provided, however, that in the event that CBS proposes that
the Station carry Network multiplexed programming or ancillary data which is
not “program related material”, Broadcaster agrees to negotiate in good faith
with CBS regarding the terms pursuant to which such multiplexed programming or
ancillary data may be carried.  As used
in this paragraph, “program-related material” shall mean (i) information
and material of a commercial or non-commercial nature which is directly related
to the subject matter or identification of, or persons appearing in, the
Network Programs, or to specific Network commercial advertisements or
promotional announcements contained in the Network Programs, if such
information or material is transmitted concurrently or substantially
concurrently with the associated Network Program, commercial advertisement or
promotional


 


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announcement, (ii) closed-captioning
information, (iii) program identification codes, (iv) program ratings
information, (v) alternative language feeds related to the programming, (vi) video
description information, and (vii) such other material as may be essential
to or necessary for the delivery or distribution of the Network Programs in
digital format.


 


Notwithstanding the foregoing,
it is understood by the parties that Station shall have the unfettered right to
utilize for its own purposes a data stream of up to 5 megabits per second
during the Term hereof.  It is understood
by the parties; however, that Station will use its commercially reasonable efforts
to carry the Network Programs and program-related material in the technical
format as provided by CBS.


 


4.               Subject to the FCC’s Right to Reject under Section 73.658(e) of
the FCC’s Rules, and superseding previous understandings regarding clearance of
Network Programs, Station will provide and maintain full, in-pattern clearance
of all Network Programs (or, any program’s replacement) in all day-parts (including,
but not limited to, Weekend Sports Network Programs), in accordance with the
foregoing and the attached Schedule A. Station
agrees to broadcast such Network Program in its entirety (including but
not limited to commercial announcements, billboards, credits, public service
announcements, promotional announcements and network identification), without
interruption, alteration, compression, deletion or addition of any kind, from
the beginning of the Network Program to the final system cue at the conclusion
of the Network Program and not to downgrade,
delay, cancel or change time periods of any Network Program without the written
consent of CBS.  It is understood;
however, that Station may utilize commercially available compression technology
to compress the Network digital signal so long as, in the reasonable judgment
of CBS engineers, it does not degrade the audio or picture quality detectable
to viewers utilizing home digital television receivers nor impair the
functionality of any program-related material.


 


Further, Station agrees (i) upon
CBS’ discontinuance of the “co-op version” of THE EARLY
SHOW, to provide live clearance of the “full-network” format of THE EARLY SHOW (or its replacement), 7:00-9:00am local time,
Monday-Friday; (ii) provide live clearance of The Late
Late Show (or its replacement), 11:37pm-12:37am, Monday-Friday,
effective January 2, 2006; and (iii) to provide clearance of at least
two (2) hours per weekday of the overnight service UP TO THE MINUTE
(or its replacement).


 


CBS agrees that Station may downgrade clearance
of FACE THE NATION (or its replacement) on a delay basis as set forth in Schedule A,
effective approximately January 21, 2006. 
Station will make commercially reasonably efforts to provide live clearance
of FACE THE NATION (or its replacement), currently 9:30-10:00am


 


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local
time Sunday, upon cancellation or schedule change of Station’s programming
scheduled to air 9:30-10:00am local time Sunday.


 


Broadcaster agrees to limit
one-time-only primetime preemptions to no more than 15 hours per calendar year allocated
proportionally in partial years (“the Primetime Preemption Cap”).  Any Primetime preemption beyond 15
hours annually shall be considered a breach of the Affiliation Agreement unless such preemptions
are made pursuant to Section 73.658(e) of the FCC’s rules.


 


Similarly, Broadcaster agrees
to limit one-time-only preemptions of Weekend Sports programming to no more
than 15 hours per calendar year allocated proportionately in partial years (“the
Weekend Sports Cap”).  Any Weekend
Sports preemption beyond 15 hours annually shall be considered a breach of the
Affiliation Agreement unless such preemptions are made pursuant to Section 73.658(e) of
the FCC’s rules.


 


Station will promptly notify
CBS of any preemption and payment of any Preemption Fee will be made within
sixty (60) days of the written notification from CBS of the amount due.


 


It is understood that
Station’s obligations pursuant the above provisions shall be subject to Station’s
rights under Section 73.658 (e) of the FCC’s rules and Paragraph
5 (a) of the Agreement, and that Station’s exercise of such rights shall in
no event be deemed a breach of the obligations set forth in the above paragraph
and shall not count against the Primetime Preemption Cap or the Weekend Sports Cap
as set forth above; provided, however, that nothing in the foregoing will be
construed to permit Station to preempt a program, regardless of the reason for
the preemption, in its live or agreed time period, and then broadcast such
program in a different time period, without the express written consent of CBS.  Station agrees to makegood in a mutually
agreed upon time period all primetime preemptions made for reasons other than
the Right to Reject Rule as defined in Section 73.658(e) of the
FCC rules.


 


5.               This Letter Agreement and the terms herein
shall become effective July 1, 2005 and Paragraph 3(a) of the
Agreement shall be deleted and replaced by the following new Paragraph 3(a):


 


“3.                   Term and Termination.


 


(a)          Term.


 


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The term of this Agreement shall be the period
commencing on July 1, 2005 and expiring on June 30, 2015.  Notwithstanding any provision of any offer or
acceptance under Paragraph 1 hereof, upon the expiration or any termination of
the term of this Agreement, Broadcaster shall have no right whatsoever to
broadcast over Affiliated Station any Network Program.”


 


6.               Station agrees to
participate in CBS’ Coop and Promo Swap Programs as requested by CBS provided
the elements of such Programs remain similar to the current Programs.


 


7.               Station agrees to
abide by the standard CBS Service Mark requirements specifying acceptable ways
Station may utilize the CBS Eye Service Mark in on-air and print advertising.


 


8.               The
Affiliated Station’s Annual Net Compensation as specified in Paragraphs 2(a) through
2(c) of the Agreement will be revised to the amount shown below on the
indicated Effective Date:


 


	
  Effective

  	
   

  	
  Annual Net

  	
   

  
	
  Date

  	
   

  	
  Compensation

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  July 1, 2005 – June 30, 2006

  	
   

  	
  $

  	
  726,000

  	
   

  
	
  July 1, 2006 – June 30, 2007

  	
   

  	
  $

  	
  363,000

  	
   

  
	
  July 1, 2007 – June 30, 2015

  	
   

  	
  $

  	
  0

  	
   

  



 


The foregoing represents CBS’s total financial
contribution to Station during this Term and supercedes all previous agreements
with respect thereto, including, but not limited to, all compensation,
promotion and capital contributions. It is acknowledged by the parties,
however, that CBS and Station may elect to enter into future agreements
regarding monetary contributions for promotional and other commitments.  Payments of Annual Net Compensation shall be
paid in twelve (12) equal installments and shall be due and payable monthly, in
arrears, within 20 days from the end of each calendar month during the
applicable period for which Annual Net Compensation is due.  All references in the Agreement to Network
Rate shall be deleted.


 


9.               In
order to implement new terms pertaining to the assignment of the Agreement to a
new owner in the event the Station is sold, you and we agree that Paragraph 3(b) of
the Agreement is hereby deleted and replaced by the following new Paragraph
3(b):


 


“3.                                 Term
and Termination.


 


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(b)                                 Termination
on Transfer of License or Interest in Broadcaster.


 


Broadcaster
shall notify CBS forthwith if any application is made to the Federal
Communications Commission relating to a transfer either of any interest in
Broadcaster or of Broadcaster’s license for Station.  In the event that that proposed transferee is
(i) an entity which owns, controls or has five (5) percent or greater
equity interest in either the ABC Television Network, the Fox Television
Network, the NBC Television Network or the WB Television Network, or any
successor of those networks (a “Competing Network”) or (ii) is an entity
in which any owner, parent, subsidiary or affiliated entity of a Competing
Network has a five (5) percent or greater equity interest, then CBS shall have
the right to terminate this Agreement effective as of the effective date of any
such transfer by giving Broadcaster notice thereof, within thirty (30) days
after the date on which Broadcaster gives CBS notice of such application.  If the preceding sentence does not apply (in
which case CBS shall have no termination right), or if CBS does not timely
terminate this Agreement in accordance with the preceding sentence, Broadcaster
shall, prior to the effective date of any such transfer of any interest in
Broadcaster or of Broadcaster’s license for Station, and as a condition
precedent to such transfer, procure and deliver to CBS, in form reasonably
satisfactory to CBS, the agreement of the proposed transferee that, upon
consummation of the transfer, the transferee will unconditionally assume and
perform all obligations of Broadcaster under this Agreement.  Upon delivery of such agreement to CBS, the
provisions of this Agreement applicable to Broadcaster shall, effective upon
the date of such transfer, be applicable to such transferee, and Broadcaster
shall have no further obligation under this Agreement.”


 


10.         In
order to reflect that television markets now generally are defined with reference
to Nielsen DMAs rather than with reference to Arbitron ADIs, you and we agree
that in Subparagraph 9(a) of the Agreement the language “the Area of
Dominant Influence (ADI), as determined by Arbitron and published in the
then-current edition of its Television ADI Market Guide,” shall be stricken and
replaced with the following: “the Designated Market Area (DMA), as most recently
determined by the A.C. Nielsen Company,”.


 


11            In
order to permit notices pursuant to the Agreement to be made by facsimile
delivery, you and we agree that the word “facsimile” shall be inserted between


 


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“personal
delivery,” and “mail” in the first sentence of Subparagraph 11(d) of the
Agreement, so that the beginning of the subparagraph will read as follows:


 


“11(d) Unless
specified otherwise, all notices given hereunder shall be given in writing by
personal delivery, facsimile, mail,”


 


12.         The
terms of this Letter and Affiliation Agreement, and discussions related thereto,
will not be disclosed to anyone who is not either employed by the Station or
the corporate ownership of the Station or its affiliates, representatives, or
advisors (provided such parties agree to the confidentiality requirements herein);
it being understood, however, that adherence to FCC filing and disclosure requirements
or otherwise as may be required by low or the rules of any exchange or
market on which the securities of Broadcaster or its affiliates are listed will
not constitute a violation of this provision. 
Any press release regarding the terms of this negotiation or Agreement,
shall be made jointly by the parties.


 


13.         Paragraph
7 of the Agreement is hereby amended by adding the following at the end of the
paragraph: “With respect to each
musical composition contained in the Network Programs, CBS warrants
and represents that the performing rights in and to such musical compositions
are: (i) available for license through American Society of Composers, Authors
and Publishers (ASCAP), Broadcast Music, Inc. (BMI), or SESAC, Inc.;
or (ii) in the public domain; or (iii) controlled by CBS (or the licensor
of such Network Program) to the extent necessary to permit the broadcasts
hereunder. CBS further warrants that it (or the licensor of such Network
Program) has obtained appropriate synchronization rights from the publisher or
other entity whom owns, controls, or has the right to license such rights.


 


Further, it is hereby ratified and reaffirmed that the: (i) terms
of the September 23, 1998 and October 22, 2001 Letter Agreements
between you and us which established, among other things, Station’s NFL
Contribution and placed various program exclusivity requirements on the Network
plus any increase or renewals agreed to by the CBS Affiliate Board shall remain
in full force and effect per the terms of that Letter Agreement; (ii) Station’s
participation in the NCAA Exchange Value Program which established among other
things Station’s NCAA Contribution and minimum local Inventory requirements will
continue as set forth in the December 2, 2003 Letter Agreement; and (iii) Station’s
participation in CBS Newspath shall continue throughout the Term at the current
rate of $137,110, plus 6% an annual increase effective on October 1, 2006,
and, thereafter, by such annual increases agreed to by the CBS


 


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Affiliate Board, and Station agrees to the existing terms
and conditions implemented by CBS Newspath with respect to such services.  It is understood by the parties that Station shall
not be obligated to participate in Network News Services (“NNS”) during the Term
of this agreement; however, in the event Station elects to participate, Station
shall receive NNS at no charge.


 


Following expiration of the NCAA Agreement, if CBS
reduces Station’s minimum inventory units guaranteed in the NCAA Agreement to a
not comparable level, the Station shall have the right to offset the loss by
comparable adjustment in the clearance of the Network Program(s). Furthermore,
with respect to local inventory levels in day-parts not guaranteed in the NCAA
Agreement and excluding those provided in paragraph 11 of the current NFL
Agreement for non-prime time day-parts, if CBS reduces Station’s current local
inventory units to a not comparable level, the Station shall also have the
right to offset the loss by comparable adjustment in the clearance of the
Network Program(s).  In either event, the
parties agree to renegotiate the clearance obligations in good faith.


 


As herein amended, all terms and conditions of the
Agreement are ratified and confirmed. 
All individual reference herein to Station or Broadcaster shall apply to
both collectively.


 


Four originals of this Letter Agreement are
enclosed.  Please indicate your approval
by signing each original in the space provided below and return all originals to
me for counter-execution.  We will return
two fully executed originals to you.


 


Accepted and agreed:


 


	
  Des Moines Hearst-Argyle Television, Inc.

  	
  CBS AFFILIATE RELATIONS

  
	
   

  	
  A Unit of CBS Broadcasting, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Terry Mackin

  	
   

  	
  By:

  	
  /s/ Peter K. Schruth

  	
   

  
	
   

  	
  Terry Mackin, Executive Vice President

  	
  Peter K. Schruth, President

  
	
   

  	
   

  
	
  Best regards,

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  cc: P. Schruth, B. Aguanno, D. Comisar, P. Farr

  	
   

  
						



 


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Schedule A KCCI - Des Moines


 


Clearance of CBS Programming on KCCI (all times
local):


 


 


	
  Monday-Friday

  	
   

  
	
  CBS Morning News

  	
  4:30-5:00am

  
	
  The Early Show

  	
  7:00-9:00am (Co-op
  format)

  
	
  Price Is Right

  	
  10:00-11:00am

  
	
  Young &
  Restless

  	
  11:00am-12:00pm

  
	
  Bold &
  Beautiful

  	
  12:30-1:00pm

  
	
  As The World
  Turns

  	
  1:00-2:00pm

  
	
  Guiding Light

  	
  2:00-3:00pm

  
	
  CBS Evening News

  	
  5:30-6:00pm

  
	
  Prime Time

  	
  7:00-10:00pm

  
	
  Late Show

  	
  10:35pm-11:37pm

  
	
  Late Late Show

  	
  11:37pm-12:37am

  
	
  Up To The Minute

  	
  Minimum two-hour
  clearance

  
	
   

  	
   

  
	
   

  	
   

  
	
  Saturday

  	
   

  
	
   

  	
   

  
	
  Saturday Early Show

  	
  6:00-8:00am

  
	
  Kids Programming

  	
  9:30am-11:00am

  
	
  Sat. Evening
  News

  	
  5:30-6:00pm

  
	
  Prime Time

  	
  7:00-10:00pm

  
	
   

  	
   

  
	
   

  	
   

  
	
  Sunday

  	
   

  
	
  CBS Sun. Morning

  	
  8:00-9:30am

  
	
  Kids Programming

  	
  9:30am-11:00am

  
	
  Face The Nation

  	
  11:00am-11:30am
  (2nd & 3rd Qtr)

  
	
   

  	
  12:05am-12:35am
  (1st & 4th Qtr)

  
	
  Sun. Evening
  News

  	
  5:30-6:00pm

  
	
  Prime Time

  	
  6:00-10:00pm

  



 


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