Exhibit
10.5




	
  

  	
  Confidential
  Materials omitted and filed separately with the

  	
   

  
	
   

  	
  Securities and
  Exchange Commission. Asterisks denote omissions.

  	
   

  






 


RELEASE
AND SETTLEMENT AGREEMENT


THIS RELEASE AND
SETTLEMENT AGREEMENT (“Agreement”) is made this    day of April 2006, by
and between Sinclair Broadcast Group, Inc. (hereinafter called “Sinclair”) and
Bay Television, Inc. (hereinafter called “Bay”) on the one side, and The WB
Television Network Partners, d/b/a The WB Television Network (hereinafter
called “The WB”) and UPN (hereinafter called “UPN”) on the other side,
(collectively, the “Parties”)


By “Parties”
hereunder is also meant and will include all successors, affiliated companies,
related companies, agents, representatives, assigns, officers, directors,
shareholders, employees and attorneys, and each of them of Sinclair, Bay, The
WB, and UPN.  Specifically, and without
limitation, on the part of Sinclair and Bay, “Parties” also means and will
include all operating companies (including but not limited to all operating
companies existing and providing services under LMAs and TBAs) that own or
operate television broadcast stations that are or were affiliated with either
The WB or UPN, together with their successors, affiliated companies, related
companies, agents, representatives, assigns, officers, directors, shareholders,
employees and attorneys, and each of them.


Whereas Sinclair,
Bay, and certain affiliated companies, related companies, and agents and other
third parties for the benefit of Sinclair and Bay entered into agreements for
the affiliation of certain television stations with The WB and UPN (“Affiliation
Agreements”); and whereas The WB and UPN will cease to do business as
television networks and will terminate their respective Affiliation Agreements
as of the end of the 2005/2006 television season; and whereas Sinclair
acknowledges that the facts above stated will constitute ground for termination
without liability under the Affiliation Agreements; and whereas The WB and UPN
have agreed, to pay Sinclair $[**], subject to execution of this Agreement by
all parties hereto and subject to Sinclair entering into the letter agreement
with CBS Studios, Inc. (or an affiliate thereof) and Warner Bros. Entertainment
(on behalf of The CW Television Network) of even date, under which certain
television stations will become affiliated with The CW Television Network;
therefore:


In consideration
of the promises and covenants contained herein and for other good and sufficient
consideration, the Parties agree as follows:


1.             Concurrently
with the execution of this Agreement, (a) CBS Studios, Inc. (or an affiliate
thereof) and Warner Bros. Entertainment (on behalf of The CW Television
Network) and Sinclair will execute an agreement under which certain television
stations will become affiliated with The CW Television Network and (b) Sinclair
and Bay will execute an agreement related to Bay’s release given hereunder.


2.             Sinclair
and Bay hereby release and forever discharge and covenant not to sue The WB and
UPN of and from any and all claims, debts, liabilities, demands, obligations,
costs, expenses, actions and causes of action of every nature, character and
description, which they now own or 









 



hold, or have at
any time heretofore owned or held, or may at any time own or hold, by reason of
any matter, cause or thing whatsoever occurred, done, omitted or suffered to be
done prior to the date of this Agreement, including but not limited to, all
claims, debts, liabilities, demands, obligations, costs, expenses, actions and
causes of action of every nature, character and description relating to, based
upon, arising out of, or in connection with (a) any agreement (including,
without limitation, any Affiliation Agreement entered into by The WB and/or UPN
on the one side and Sinclair, Bay, or any related or affiliated company on the
other) previously made between The WB and/or UPN on the one side and Sinclair
and/or Bay on the other and (b) any services previously performed by one Party
for another Party prior to the date of this Agreement.


3.             The
WB and UPN hereby release and forever discharge and covenant not to sue
Sinclair and Bay of and from any and all claims, debts, liabilities, demands,
obligations, costs, expenses, actions and causes of action of every nature,
character and description, which they now own or hold, or has at any time
heretofore owned or held, or may at any time own or hold, by reason of any
matter, cause or thing whatsoever occurred, done, omitted or suffered to be
done prior to the date of this Agreement, including but not limited to, all
claims, debts, liabilities, demands, obligations, costs, expenses, actions and
causes of action of every nature, character and description relating to, based
upon, arising out of, or in connection with (a) any agreement (including,
without limitation, any Affiliation Agreement entered into by The WB and UPN on
the one side and Sinclair, Bay, or any related or affiliated company on the
other) previously made between The WB and UPN on the one side and Sinclair and
Bay on the other and (b) any services previously performed by one Party for
another prior to the date of this Agreement.


4.       In
particular, Sinclair and Bay waive any claim that the termination of the
Affiliation Agreements by The WB and UPN as of the end of the 2005/2006
broadcast season. is not permitted under the terms thereof.


5.       Concurrently
with the execution of this Agreement, The WB hereby assigns to Sinclair all
rights The WB may have consistent with the terms of this Release and Settlement
Agreement to seek payment from Bay for the payment that was due on January 16,
2006, pursuant to that certain agreement, relating to the affiliation of
WTTA-TV with The WB, dated May 18, 1998, between Bay and The WB, which obligation
Bay expressly acknowledges and agrees, as between Sinclair and Bay, continues
to be enforceable notwithstanding anything herein to the contrary.


6        Sinclair
and The WB hereby release and forever discharge and covenant not to sue Bay of
and from any and all claims, debts, liabilities, demands, obligations, costs,
expenses, actions and causes of action of every nature, character and
description, which they now own or hold, or has at any time heretofore owned or
held, or may at any time own or hold, by reason of the obligation set forth in
the WTTA Agreement for Bay to make a payment to the WB on January 16, 2007,
which payment Sinclair and Bay expressly acknowledge and agree will not be due.


7.             Notwithstanding
anything herein to the contrary, this release and settlement agreement covers
only such actions, services, and agreements among the parties that relate to
the affiliation of Sinclair and/or Bay owned, 



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operated, or
controlled television stations with The WB and/or UPN and does not cover
actions, services, or agreements outside that context.


8.             The
WB and UPN on the one side and Sinclair and Bay on the other warrant and
represent that the entities set forth in Appendix A to this Agreement, which is
hereby incorporated by reference, are all the entities on their respective
sides that have entered into agreements or may otherwise have claims against
the other, that there are no related parties whose agreements or claims are not
covered by this Agreement.


9.             The
Parties hereby waive and relinquish the rights and benefits afforded by Section
1542 of the Civil Code of the State of California which reads as follows:


“A general release does not
extend to claims which the creditor does not know or suspect to exist in his
favor at the time of executing the release, which if known by him must have
materially affected his settlement with the debtor”


10.           The
Parties understand that the facts upon which the foregoing release is given may
hereafter turn out to be other than or different from the facts in that
connection now known or believed by them to be true, and they hereby accept and
assume the risk of the facts turning out to be different and agree that the
foregoing shall be in all respects effective and not subject to termination or
rescission by virtue of any such difference in facts.


11.           The
Parties represent and warrant that they have not heretofore assigned or
transferred, or purported to assign or transfer, to any person, firm or
corporation, any claim, debt, liability, demand, obligation, cost, expense,
action or cause of action released and discharged hereunder.


12.           The
Parties acknowledge and agree (a) that no representation or promise not
expressly contained in this Agreement have been made to the other Party or by
any of its agents, employees, representatives or attorneys; (b) that the
Parties are not entering into this Agreement on the basis of any such promise
or representation, express or implied; and (c) that the Parties have been
represented by counsel of their own choice in this matter,



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including the
negotiations which preceded the execution of this Agreement.


13.           This
Agreement shall be binding upon each of the parties hereto and their respective
heirs, representatives, successors and assigns.


	
  SINCLAIR BROADCAST GROUP, INC.

  	
   

  	
  THE WB TELEVISION NETWORK

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ David B. Amy

  	
   

  	
  By:

  	
   

  	
  /s/ John D. Maatta

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
  5/2/06

  	
   

  	
  Dated:

  	
   

  	
  May 1, 2006

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BAY TELEVISION INC.

  	
   

  	
  UPN

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ Bob Simmons

  	
   

  	
  By:

  	
   

  	
  /s/ Jonathan N. Anschell

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
  5/2/2006

  	
   

  	
  Dated:

  	
   

  	
  May 2, 2006

  



 



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APPENDIX A


Related
and Affiliated Parties


Sinclair Communications, Inc.


Birmingham (WABM-TV) Licensee, Inc.


Chesapeake Television, Inc.


Glencairn


KLGT, Inc.


KOCB, Inc.


New York Television, Inc.


Raleigh (WRDC-TV) Licensee, Inc.


Sinclair Media I, Inc.


Sinclair Media II, Inc


Sinclair Media III, Inc.


Sinclair Properties LLC


WCGV Licensee, LLC


WCGV, Inc.


WLFL, Inc.


WMMP Licensee, L.P.


WPTT, Inc.


WTTO, Inc.


WTVZ, Inc.


WUPN Licensee, LLC


WUXP
LLC