**Exhibit 10.2**

 

May 20, 2004

Modified August 31,2004

Modified October 8,2004

Modified October 27,2004

 

Via telecopier(212-826-2858) and byFirst class mail

 

Mr. Larry Wills

Chief Financial Officer

Granite BroadcastingCorporation

34th Floor

767 Third Avenue

New York, New York 10017

 

Dear Larry:

 

Referenceis made to that Station Affiliation Agreement dated as of February 1, 1997(the “Agreement”) under which station WDWB in the Detroit Designated MarketArea (“Station”) is affiliated with The WB Television Network.  It is understood and acknowledged that theStation is owned and controlled by Granite Broadcasting Corporation (“Granite”).

 

•                  Paragraph 9 of the Agreement ishereby amended so that the Term of the WB primary affiliation is extended forthree (3) years from May 31, 2004 the date of on which the Agreement is set toexpire so that the primary affiliation at the Station will terminate on May 31,2007, subject to the following terms and conditions:

 

•                  Paragraph 4 of the Agreement ishereby amended so that during “Sweeps” rating periods Station agrees to run atleast one 30-second promotional spot promoting WB Network programming on theStation during each 30 minutes of programming broadcast by the Station between6 p.m. and 7:55 p.m. Monday through Friday.

 

•                  Station shall adopt The WB 2004Graphics Package.

 

•                  The attached “Schedule 1” shallbe incorporated into the Agreement.

 

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Asideand apart from the specific amendments to the Agreement, as set forth in thebullet points set forth immediately above, each and every other term andcondition contained in the Agreement will remain in full force and effect.

 

Eachparty specifically acknowledges that it has the right to enter into this letteragreement.

 

Pleasesign as indicated below evidencing your agreement to the foregoing.

 

Sincerely,

 

Dennis Dort

 

**IT IS SOAGREED:**

 

 
| The WB  Television Network | Granite  Broadcasting Corporation |
|----------------------------|-----------------------------------|
|                       |                              |   |   |
| By:                        |   /s/ Dennis Dort            |   | By: |   /s/ Lawrence I. Wills |   |
|                       |                              |   |   |   |
| Its:                       | VP Legal Affairs                  |   | Its: | Chief Financial  Officer |   |

 

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**Schedule 1**

 

1)                                      Substitution/Cure:

 

If anyof the obligations of this Schedule 1 cannot be met under circumstancesbeyond Station’s control, Station shall substitute a commitment of equal valueor otherwise cure the default.  Thesubstitution or other cure shall be subject to the approval of The WB.  These obligations shall be in addition to allother obligations set forth in the Agreement and otherwise by agreement of theparties.  Specifically, and withoutlimitation, Station shall not decrease its participation in the co-op programbelow that of the 2003-2004 broadcast year. In addition to the specific provisions of this Schedule 1, Stationwill endeavor to fulfill all other requests from The WB for inclusion in thepromotional commitments between Station and Palace Sports & Entertainment.

 

2)                                      StationPistons Commitment:

 

(a)                                  Station(also referred to herein as “WB20”) has a license agreement (“License Agreement”)with the Detroit Pistons basketball team (“Pistons”) to broadcast Pistonbasketball games (“Games”) for each of the basketball seasons 2004-2005,2005-2006, and 2006-2007.  Station maynot exercise any renewal options under the License Agreement during the term ofthis Agreement between Station and The WB without prior consultation with TheWB.

 

(b)                                 UnderThe License Agreement, Station has the right to broadcast a maximum offorty-three Games, including both regular season and post-season Games.  Each Game will require clearance of a threehour block and may be scheduled on any day of the week at any time during andoutside of The WB network prime-time schedule, including the Easy View andBeginnings time periods (“The WB Schedule”). The maximum number of hours of The WB Schedule that may bepreempted during the term of this Agreement (including both regular season andpost-season games) shall be 258 hours.

 

(c)                                  Stationwill consult with The WB upon release of the Pistons schedule prior to thecreation of the Pistons broadcast schedule each year to determinepriorities and procedures for that season’s preemptions.

 

(d)                                 Theschedule of Station broadcasts of Games will be negotiated between Stationand the Pistons as set forth in paragraph 3, below.

 

3)                                      Preemptionof The WB Schedule:

 

(a)                                  NotwithstandingThe WB’s Recommended Procedures Governing Preemptions (“Procedures”), Stationshall retain the right to preempt The WB Schedule provided that it does soonly to the extent specifically required by the

 

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terms of the licenseagreement between the Pistons and Station. If, during the negotiation of the license agreement between the Pistonsand Station, Station believes that it will be required to make commitments inviolation of either the Procedures or of any term or condition of thisAgreement Station shall, before making said commitment, notify The WB.  Station and The WB shall consult regardingsaid commitments and The WB shall consider in good faith accepting non-materialvariations from the Procedures or of any term or condition of this Agreement.  If such a variation is accepted by The WB,Station shall, in addition to its make-good responsibilities under 2(e) of theAgreement, substitute a commitment of equal value, which shall be subject tothe approval of The WB.

 

(b)                                 Tothe extent that Station controls the decision to schedule specific Games,it shall do so in accordance with the policies outlined in the Procedures, thepriorities set forth in this paragraph and in accordance with the consultationswith The WB in accordance with paragraph 2(c) above.  Specifically and without limitation, Stationshall avoid, to the extent within the control of Station, the selection ofweekday Games to be broadcast during The WB Schedule and shall, in orderof priority, protect Monday, Tuesday and Wednesday nights.  To the extent the selection process is notwithin the control of Station, Station shall use best efforts to follow theProcedures and the priorities set forth in this paragraph and as the result ofconsultations with The WB in accordance with paragraph 2(c) above.

 

4)                                      StationNotification of Preemptions Resulting from Game Broadcasts:

 

(a)                                  Duringeach Game, Station will broadcast at least once at the beginning of the hour(and additionally at the half hour for half hour programs) a graphic crawl orsnipe informing viewers of the schedule for the broadcast of theprogramming preempted by the broadcast of the Game.

 

(b)                                 Duringeach Game, the Game announcers shall inform viewers of the schedule forthe broadcast of the programming preempted by the broadcast of the Game.  It is understood that Pistons have committedonly to use best efforts to require Game announcers to inform viewers asrequired above.  Occasional non-materialbreaches of this requirement by the Game announcers shall not constitute aterminable breach of this Agreement by Station, if Station adequately notifiesWB and Pistons of any continuing problems.

 

(c)                                  Specifically,and without limiting Station’s obligations hereunder, Station will implement aweek-prior strategy as set forth in Section IV(2) of the “Procedures”.

 

5)                                      PromotionalCommitments:

 

(a)                                  Duringthe Term, Station shall (either itself or by third-party agreement) promote TheWB as set forth in this paragraph.

 

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(b)                                 Eachmention of WB20 in game broadcasts, radio advertising, and cable advertisingshall include a reference to a prime-time television series, such as “WB20,your home for (name of WB network series), airing (day) at (time)”, or someshorter form of this phrase.

 

(c)                                  Four15-second WB20 promos shall be broadcast within every Game broadcast ontelevision and/or cable.  75% of thesepromos will be used to promote specific prime-time programming of The WB.

 

(d)                                 Stationshall sponsor/brand one in-Game segment during each broadcast. (e.g. Dunk ofthe Game).  Station sponsorshipidentifications will include language substantially in the form  “Brought to you by WB20, your home for (nameof WB network series), airing (day) at (time)”, as appropriate for the time andthe audience.

 

(e)                                  Stationshall require Pistons to provide one WB20/The WB in-arena or video interactivepromotion subject to the approval of The WB during home Games.  In the event that Pistons, instead of theStation, provide the promotions, Station will provide all Piston-providedpromotions to The WB for approval and The WB will approve at least one.  It will not be necessary for Station toproduce said promotion itself.  Stationpromotional identifications will include language substantially in theform  “Brought to you by WB20, your homefor (name of WB network series), airing (day) at (time)”, as appropriate forthe time and the audience; provided that failure by Pistons not caused byStation to include said language shall not be a terminable breach of thisAgreement.  It is understood that Stationand Pistons may be unable to include language of the form required above.  This shall be taken into account by The WBduring the approval process.

 

(f)                                    WB20station promos shall be exhibited on the Palace LED screen above the scoreboardduring home Games.  These promos will beused to promote specific prime-time programming of The WB.

 

(g)                                 WB20station promos shall be exhibited on PalaceVision throughout the arena on Gamenights.  Any promos whose content isunder the control of WB20 will be used to promote specific prime-timeprogramming of The WB.  It is understoodthat Station and Pistons may be unable to include the specific languagerequired above and that policies for the use of PalaceVision may render thiscommitment impossible to fulfill.  The WBshall consider in good faith accepting variations from this requirement.  If no such variation is accepted by The WB orable to be offered, Station shall substitute a commitment of equal value, whichshall be subject to the approval of The WB.

 

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(h)                                 Stationshall require Pistons to include the WB20 logo, as attached, in all Pistonsnewspaper advertisements relating to game broadcasts on WB20 throughout theseason.

 

(i)                                     Ifsignage placement is permitted by Pistons, under the Pistons agreement withWB20 or otherwise, WB20/The WB signage shall be placed on concession-stand televisionsand other venues throughout the arena. This signage will be used for objectives related to the promotion of theprime-time programming of The WB as determined by The WB, taking into accountthe fact that this signage may only be able to be changed once or twice aseason.  The WB will assist in thecreative direction of the signage, and all materials shall be subject to theapproval of The WB.  The WB willreimburse Station for half of all direct out-of-pocket costs associated withthe production of these prime-time programming-focused branded materials, ifapproved by The WB.

 

(j)                                     Stationshall require Pistons to promote WB20 and The WB during Pistons radioadvertising for Games that will be broadcast on Station.  Said promotion shall be substantially in theform “WB 20, your home for (name of WB network series).”  If possible and where time permits, saidpromotion shall be substantially in the form “WB20, Detroit’s WB, your home for(name of WB network series) airing (day) at (time)” as appropriate for the timeand audience.

 

(k)                                  WB20shall be promoted by means of audio drop-ins within Games being broadcast onlocal radio.  50% of these audio drop-inswill be used to promote specific prime-time programming of The WB.

 

(l)                                     WB20shall be promoted by means of cable drop-ins within Games being telecast oncable.  To the extent that WB20 is everpermitted to use these cable drop-ins for promotion of specific prime-timeprogramming of The WB, 50% of these cable drop-ins will be used to promotespecific prime-time programming of The WB. It is understood that, as of the date of this agreement, WB20 is notpermitted to use these cable drop-ins for that purpose.

 

(m)                               WB20shall be promoted on the board at DTE by means of a :30 WB block spot or other:30 WB episodic spot to be changed out in accordance with the schedule setby Pistons.  The choice of :30 spotshould be based upon the schedule of the DTE events and the prioritiesoutlined in the Week at a Glance. It is understood by The WB that, as theresult of matters beyond the control of Station, it may be necessary to use WBimage spots rather than specific episodic spots in fulfillment of thisrequirement.

 

(n)                                 Stationshall use its best efforts to promote, to the extent possible, specificprime-time programming of The WB on the LED Marquee Signage outside the area,on each Game-day.

 

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(o)                                 Stationshall sponsor the Pistons Kids Club.  Thesponsorship announcement will include language substantially in the form  “Brought to you by WB20, your home for (nameof WB network series), airing (day) at (time)”, as appropriate for the time andthe audience of children.

 

(p)                                 Stationshall sponsor three Game-day give-away promotions.  Two of these promotions will be used topromote specific prime-time programming of The WB (e.g. “One Tree Hill”basketballs) and shall be subject to the approval of The WB.  The WB will reimburse Station for half of alldirect out-of-pocket costs associated with the production of these prime-timeprogramming-focused branded materials, if approved by The WB.

 

(q)                                 Stationshall sponsor three Palace family events. If these events involve give-aways, Station will use its best efforts topromote, to the extent possible, to promote specific prime-time programming ofThe WB related to the event (e.g. goggles promoting “The Mountain” if the eventinvolves motorcross or extreme sports) and shall be subject to the approval ofThe WB.  The WB will reimburse Stationfor half of all direct out-of-pocket costs associated with the production ofthese prime-time programming-focused branded materials, if approved by The WB.

 

In anyevent, the sponsorship announcement will include language substantially in theform  “Brought to you by WB20, your homefor (name of WB network series), airing (day) at (time)”, as appropriate forthe time and the audience.

 

**(r)****                                  ThePistons team website shall display the WB20 logo (as attached) and shall linkto the WB20 website.**

 

(s)                                  Stationshall use its best efforts to cause Pistons to provide team members for WB20promotions.  Use of these players instation ID’s will not replace use of station ID’s focused on promotion ofspecific prime-time programming of The WB, and will not decrease the on-airpromotion commitment of Station to The WB.  Station shall use best effort to incorporate team members into the greenscreen image campaign.

 

(t)                                    Exceptas provided in the WB20 logo hereto attached, in the separate rules andprocedures for use of the Michigan J. Frog live character, and as approved byThe WB, neither Station nor any third party shall use the Michigan J. Frogcharacter in promotional activities undertaken in accordance with this Schedule 1.

 

6)                                      AdditionalPreemptions:

 

Followingprior notice and consultation with The WB, Station will preempt The WB Schedule forthe telethon of the Muscular Dystrophy Association.

 

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