Exhibit
10.1


The following
exhibit is a form of the agreement between Fox Broadcasting Company and Fox
News Network, L.L.C., the licensee and the licensee television stations.  Substantially identical agreements exist for
the following stations and their licenses:


WBFF-TV, WZTV-TV,
WTTE-TV, KABB-TV, KOKH-TV, WRGT-TV, WVAH-TV and KDSM-TV.


The agreements for
WPGH-TV, WUTV-TV, WRLH-TV, WDKY-TV, WSMH-TV, WSYT-TV, WUHF-TV, KBSI-TV,
WMSN-TV, WTAT-TV, and WYZZ-TV are substantially identical except for the
omission of paragraph 20.


FOX BROADCASTING
COMPANY


STATION
AFFILIATION AGREEMENT


March 7, 2006


Sinclair Broadcast Group, Inc.


_________________


______-TV


10706 Beaver Dam Road


Cockeysville, MD 21030


Attention:              General Manager


This sets forth the terms
and conditions of the agreement between Fox Broadcasting Company (“Fox”), on
behalf of itself, and Fox News Network, L.L.C. (“FNN”), on the one hand, and                         
(“Licensee”), on the other hand, for the carriage of programming over the
facilities of Licensee’s television station 
                   
(“Station”).  As used in this Agreement,
the terms “program”, “programming” and “Fox programming” and any derivations
thereof shall mean, unless specifically indicated otherwise, the programming of
Fox.


1.             Fox Programming: 
Fox will deliver to the Station for free over-the-air
television broadcasting, all programming which Fox makes available for
broadcasting in the community to which Station is presently licensed by the
FCC, which is               
,            ; provided,
however, that notwithstanding anything to the contrary in this Agreement, if
Fox affiliates generally (excluding any affiliates in which Fox or any of Fox’s
parent, affiliated, subsidiary or related companies has any significant
ownership or controlling interest) are providing any cash payments or other
consideration to Fox for receiving any programming  (the “Paid-For Programming”), then Fox will
not be obligated to deliver such Paid-For Programming to Station unless
Licensee pays or 





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provides to Fox
consideration comparable (as FOX reasonably determines in good faith, taking
into account the relevant and reasonable business factors selected by FOX, such
as Licensee’s market size and other television market variations) to that which
such Fox affiliates generally paid or provided to Fox for the Paid-For
Programming.  The selection, scheduling,
substitution and withdrawal of any program or portion thereof shall at all
times remain within Fox’s sole discretion and control.  Licensee shall not and shall not authorize
others to broadcast or otherwise use any program (or part thereof) or other
material supplied by Fox except as specified in this Agreement, and without
limiting the foregoing, Station may broadcast Fox programming only: (i) as scheduled
by Fox, (ii) over Station’s facilities in the Community specified above in this
Paragraph 1 (“Station’s Community”), and (iii) by free over-the-air
television broadcasting.


2.             Delivery: 
Fox will transmit the programming hereunder by satellite and shall keep
Licensee apprised of both the satellite and transponder being used for that
transmission.  Any and all costs of
whatever kind that Station incurs to pick up the programming from the satellite
and rebroadcast it shall be the sole responsibility of Licensee.


3.                                       Carriage
& Preemption:


(a)        (1)                                            On
the dates and at the times scheduled by Fox, Licensee agrees to broadcast over
Station’s facilities in its entirety, in the form transmitted by Fox, without
interruption, deletion, compression, addition, squeezing, alteration or other
changes (except for adding Licensee’s commercial and public service
announcements to the extent permitted by this Agreement) the Fox programs and
Program-Related Material (as defined in Paragraph 3(a)(2) hereof), delivered by
Fox to Station during Programmed Time Periods and New Programmed Time Periods
in accordance with this Agreement (including without limitation, all commercial
announcements, Fox i.d.’s, and Fox promos and credits).


(2)                                  Without
limitation of subparagraph (1) immediately above, Station must not, in
retransmitting the Fox programs or other content, degrade or otherwise alter
the program’s or content’s video, audio and other components.  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 Fox
programming on its analog channel, carry on such DTV channel the digital feed
of such Fox programming as and in the technical format provided by Fox
consistent with the ATSC standards and all Program-Related Material
(collectively, the “Network Digital Feed”). 
As used herein, Program-Related Material shall mean the following
content, data or information which is transmitted concurrently or substantially
concurrently with the Fox programs and which does not require Station to devote
more than two (2) Mbps of digital bandwidth to the transmission thereof: (i)
closed-captioning information, (ii) program identification codes, (iii) the FCC
Redistribution Control Descriptor and other such protection systems, 



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(iv) program ratings information, (v) alternative
language feeds related to the programming, (vi) Nielsen data, (vii)
programming, data and other enhancements which are related to the programming
and network advertisements provided in the Network Digital Feed, (viii) such
other materials as has been agreed by a majority (calculated by DMA percentage)
of Fox affiliated television stations (but not including stations owned and
operated by corporate affiliates of Fox), (ix) such other material as may be
provided by Fox that is necessary to provide the Network Digital Feed, (x)
information and material directly associated with specific network commercial
advertisements contained in the network programs included in the Network
Digital Feed, and (xi) information and material designed to promote network
programming.  In the event that Fox
proposes that any Station or Stations carry network multiplexed programming or
ancillary data that is not Program-Related Material, Station agrees to
negotiate in good faith with Fox regarding the terms pursuant to which such
multiplexed programming or ancillary data may be carried.  Station shall commence operation of Station’s
digital television signal by the later of (i) May 2, 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,
Fox shall be permitted to offer the Network Digital Feed, together with any
Program-Related Material or other material provided by Fox for digital
transmission, to any licensee transmitting a DTV channel in Station’s DMA
notwithstanding any other provision of this Agreement.


(3)                                  Without
limitation to the foregoing provisions of this subparagraph 3(a), each time, if
any, that Station uses Fox’s NTSC feed of Fox programs or Program-Related
Material for Station’s DTV Channel, Station must turn on the FCC Redistribution
Control Descriptor unless Fox directs otherwise.


(b)                                 Except
as noted hereafter, Fox commits to supply Station with programming throughout
the term of this Agreement for the Programmed Time Periods.  For purposes of this Agreement, the “Programmed
Time Periods” are as follows (for programming other than Daytime programming,
the specified times apply for the Eastern or Pacific Time Zones, and the
Mountain and Central Time Zones are one hour earlier; for Daytime programming,
the specified times apply to all Time Zones, unless Fox agrees otherwise):


	
  

  	
   

  	
  Daytime:

  	
   

  	
  9-10 A.M. Sunday

  
	
   

  	
   

  	
   

  	
   

  	
  8 A.M.-12:00 Noon Saturday

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Prime Time:

  	
   

  	
  7-10 P.M. Sunday

  
	
   

  	
   

  	
   

  	
   

  	
  8-10 P.M. Monday thru Saturday

  



 



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  Late Night:

  	
   

  	
  11 P.M.-12 A.M. Saturday

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Weekend, All-Star &

  Post Season Sports:

  	
   

  	
   

  As scheduled for Station by Fox,

  including pre-game and post-game shows.

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


Subject only to the preemption rights in Paragraph 11 below, Licensee
shall broadcast over Station for the term of this Agreement, for the Programmed
Time Periods, all Fox programming specified by Fox, except to the extent that
Licensee is broadcasting programming pursuant to (and within the specific
limits of) a commitment expressly set forth on Exhibit A (for non-sports
programming) or Exhibit B (for sports programming) to this Agreement (but not
including any extension or renewal of such commitment by option extension or
otherwise if such renewal or extension would conflict with the
in-pattern clearance of any Fox programming). 
If any Fox programming is not broadcast in its Programmed Time Period
due to any such commitment, Licensee shall broadcast that Fox programming in
the “make good” time period specified in Exhibit A or B, as applicable.  Foxhas suspended providing Foxrogramming for
the Programmed Time Periods 7-8 a.m. Monday through Friday, 9-10 a.m. Monday
through Friday, 3-5 p.m. Monday through Friday and 11 p.m.-12 a.m. Monday
through Friday.  Licensee acknowledges
that Fox intends to resume programming those time periods, and Licensee and Fox
shall negotiate in good faith in an attempt to reach agreement on an amendment
to this Agreement which would require carriage of such programming.


(c)                                  Without
limiting subparagraph (b) above, each time that Licensee for any reason fails
to (or advises Fox it will not) telecast any Fox programming as provided for in
this Agreement, then upon Fox’s request, Licensee shall telecast that
programming (or replacement programming selected by Fox) and the commercial
announcements contained in it, in a substitute time period that is within the
same A.C. Nielsen broadcast ratings week as, and that is of a quality and
rating value as nearly as possible equal to that of, the time period during
which the programming was not telecast. 
Licensee shall give Fox at least 72 hours advance notice that it intends
not to broadcast any Fox programming and in such notice shall identify the
substitute time period that Licensee selects, which time period shall be
subject to Fox’s prior approval.  If Licensee
does not fully comply with the foregoing, then, without limitation to any other
rights of Fox under this Agreement or otherwise, Fox shall have the right to
license the broadcast rights to the applicable omitted programming (or
replacement programming) to another television station located in Station’s
Community and shall advise Licensee in writing of any such action.  In addition to the foregoing, with respect to
programming for broadcast within the New Programmed Time Periods (as defined in
subparagraph 3(e) below), Fox will provide Licensee with written notice (“New
Program Notice”) for each program addition, and Licensee shall be required to
broadcast such program addition within said New Programmed Time Period, as soon
as 



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reasonably possible after such program addition is
made available to Station, but no later than six (6) months following Licensee’s
receipt of a New Program Notice; provided, however, if, prior to being advised
by Fox of Fox’s intent to expand into the New Programmed Time Period, Licensee
has entered into a written contract, or has exchanged correspondence or memos
that specifically require the Station to broadcast programming in the New
Programmed Time Period or has written programming commitments for a broadcast
window that collectively preclude Station from broadcasting the Fox programming
in the New Programmed Time Period, then until expiration of its conflicting
written commitments (which may not be renewed or extended except as otherwise
provided herein), Licensee may broadcast the Fox programming outside the New
Programmed Time Period at a time period mutually acceptable to Fox and
Licensee.  If Licensee refuses to
broadcast any program within a New Programmed Time Period for any reason other
than (i) a program conflict specified in subparagraph 3(e) below, or (ii) those
specified in Paragraph 11 below, then Fox shall have the right to terminate
this Agreement upon six months prior notice to Licensee; provided, however,
that the Fox affiliates representing at least 50% of the Non-O&O TV
Households broadcast any such program within a New Programmed Time Period.  For purposes of this Agreement, “Non-O&O
TV Households” are equal to: (i) the total U.S. Television Households
represented by all Fox affiliates, less (ii) the U.S. Television Households
represented by the Fox Owned and Operated television stations.


(d)                                 Under
this Agreement, an “Approved Preemption” shall mean: any failure to broadcast
due to force majeure under Paragraph 7 below, any preemption permitted by
Exhibit A or B hereto that is “made good” in accordance therewith and any
preemption permitted by Paragraph 11 below. 
Any other preemption or failure to broadcast any Fox programming is an “Unauthorized
Preemption” and without limiting any other rights of Fox under this Agreement
or otherwise, if within any 12-month period during the term of this
Agreement, Station makes three (3) or more Unauthorized Preemptions of any Fox
programming, Fox may, upon 30 days prior written notice to Licensee, elect to
either: (1) terminate Station’s right to broadcast any one or more series or
other Fox programs, as Fox shall elect, and, to the extent and for the
period(s) that Fox elects, thereafter license the broadcast rights to the
applicable series or other Fox programs to any other television station or
stations located in Station’s Community, or (2) terminate this Agreement.


(e)                                  Licensee
shall broadcast over Station’s facilities all Fox programming to be offered
during time periods not presently programmed by Fox (“New Programmed Time
Periods”), subject to Fox providing to Licensee at least six months notice
prior to delivering any additional programming within these time periods.  Notwithstanding anything to the contrary set
forth in subparagraph 3(c) or in this subparagraph (e), Licensee shall not be
obligated to broadcast Fox programming during New Programmed Time Periods
unless and until the Federal 



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Communications Commission eliminates, or modifies to
reduce the regulatory constraints of, Section 73.658(d) of its rules.  In the event that the Federal Communications
Commission modifies but does not eliminate Section 73.658(d) of its rules, then
Licensee shall be obligated to broadcast programming during New Programmed Time
Periods to the extent permitted by such modification and this subparagraph 3(e)
shall be amended if necessary to conform to such modification; provided,
however, that in no event shall Licensee be obligated to broadcast Fox
programming during New Programmed Time Periods at a date earlier than as
provided for in this subparagraph 3(e). 
Without limitation to any of Licensee’s and Station’s obligations to
carry Fox programming, Licensee acknowledges and agrees that in-pattern
clearance of Fox programming is critically important to Fox, and Licensee: (1)
agrees to act in good faith to fulfill its obligations as set forth in this
Agreement to clear in pattern all Fox programming on Station, subject only to
the preemption rights set forth in Paragraph 11 below and to the provisions of
this subparagraph 3(e); and (2) confirms that except as expressly set forth in
Exhibit A or Exhibit B to this Agreement, there is no obligation or commitment
that would interfere or conflict with in-pattern clearance on Station of
existing Fox programming and that all agreements that require Licensee to
broadcast programming in time periods that conflict with in-pattern clearance
of existing Fox programming shall be permitted to expire on the earliest
possible dates under such agreements without renewal or extension by Licensee,
unless any such renewal or extension would not conflict with in-pattern
clearance of any Fox programming.


(f)                                    Commencing
seven days from each request by Fox to Licensee for such negotiation, Licensee
and Fox will negotiate in good faith for a period of 60 days in connection with
Licensee’s transmission or retransmission of Fox programs or other data,
information or content (or any combination of the foregoing) using Station’s
digital broadcast spectrum or signal capacity other than as provided for under
subparagraph 3(a) above (the “New Plan”), which use will not commence earlier
than six months from the date of such request.


4.             Promotion:


(a)                                  Fox
will provide Licensee with on-air promotional announcements, which may be
for any Fox programming (“Fox Promos”), including without limitation, for
broadcast in Station’s non-Fox programming.  Licensee shall use its good faith, best
efforts to provide an on-air promotional schedule consistent with Fox’s
recommendations and in coordination with Fox, and to budget Station’s annual
advertising funds so as to enable Station to participate, on a year-round
basis, in Fox’s “co-op” advertising plan. 
Without limitation to the foregoing, in each instance, if any, that Fox
determines that Station’s “Sweeps Rating” (as defined below) is below the
average Sweeps Rating for all Fox affiliated stations, then Station shall be
deemed to be “Performing Below Average” and (subject to the provisions of
Paragraph 11 below) shall, within 15 days of Fox giving Licensee 



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written notice thereof, commence full compliance with
the following: (1) Station shall not broadcast, during each one-half hour
of all periods that Station is not broadcasting Fox programming (the “Non-Fox
Time Periods”), less than one (1) thirty (30) second promotional announcement (or
promotional announcements aggregating 30 seconds, to the extent Fox so elects)
for Station’s local, syndicated or Fox programming, and (2) during all Non-Fox
Time Periods, Licensee shall broadcast Fox Promos for not less than 45% of 100%
(the “Applicable Percentage”) of the total, aggregate “gross ratings points”
for all the promotional announcements broadcast by Licensee (“Aggregate
Promotional GRP’s”) within the Non-Fox Time Periods (the specific Fox
Promos broadcast by Licensee and number of broadcasts of each Fox Promo shall
be, to the extent Fox elects, as specified by Fox, and the broadcasts of the
Fox Promos shall be made so that the GRP’s allocated thereto are distributed
fairly and reasonably across the Non-Fox Time Periods); provided,
however, that if Station’s Sweeps Rating ranks Station within the bottom 50%
(ranked highest to lowest) of those Fox affiliated stations that are Performing
Below Average, then the Applicable Percentage for Station shall be not less
than 55% of 100% of said Aggregate Promotional GRP’s.  Licensee’s full compliance with the
immediately foregoing sentence shall continue until Licensee is no longer
Performing Below Average, as determined by the most recent Sweeps Rating.  For purposes hereof, the “Sweeps Rating”
shall mean for each station the average A.C. Nielsen rating for the most-current
completed “sweeps” period for Adults 18-49 for all prime time hours
programmed by Fox.  Licensee agrees to
maintain complete and accurate records of all promotional announcements broadcast
as provided herein.  Within two (2) weeks
following each request by Fox therefor, Licensee will submit copies of all such
records to Fox.  Notwithstanding anything
to the contrary in (and without limitation to the above provisions of) this
subparagraph 4(a), and as a material term of this Agreement, Licensee shall, in
coordination with Fox, cause Station to broadcast in each of Station’s
prime-time access periods, a total of 30 seconds of promotional announcements
for Fox programming provided by Fox hereunder.


 (b)                              In addition to providing
the promotion announcements referred to above, Fox shall make available to
Licensee, at reasonable costs, such other promotional and sales materials as
Fox and Licensee may mutually consider appropriate.  Licensee shall not delete any copyright,
trademark, logo or other notice, or any credit, included in any materials
delivered pursuant to this paragraph or otherwise, and Licensee shall not
exhibit, display, distribute or otherwise use any trademark, logo or other material
or item delivered pursuant to this paragraph or otherwise, except as instructed
by Fox at the time.


(c)                                  Fox
shall determine annually an  A.C. Nielsen
“Sweeps” co op plan, including an amount determined by Fox in its sole
discretion (the “Co Op Commitment”) in local cash expenditures to be made by
Licensee to promote Fox on Station. 
Licensee agrees to comply with these designated cash expenditures
throughout the term of this Agreement; provided, however, that on occasion,
Licensee may in its 



 7
 






 



sole discretion spend less than the amounts designated
by Fox due to Licensee’s corporate financial considerations.  Subject to Licensee’s full performance of its
obligations under this Paragraph 4, Fox will reimburse Licensee for 50% of such
cash expenditures as are made in accordance with Fox’s co-op plan, up to
a maximum annual Fox contribution equal to 50% of the Co-Op
Commitment.  For the 2005/2006 Fox
network television season, the total Co-Op Commitment for Station that Fox
determines shall not exceed $_________ (the “Commitment Limit”); provided,
however, that in no event will Fox require Licensee to promote more than a
total of 60 nights (not more than a total of 20 nights for each of the
November, February and May Sweeps (the “3 Sweeps”)) for said 2005/2006 Fox
network television season. Notwithstanding anything hereinabove to the
contrary, the total 3 Sweeps average Co-Op Commitment for the 2005/2006
broadcast season will not exceed Licensee’s total 3 Sweeps average for the
2004/2005 broadcast season by more than nine and six-tenths percent (9.6%) and,
for the 2006/2007 season and each subsequent Fox network television season
thereafter, the total 3 Sweeps average for such season shall not exceed the
total 3 Sweeps average for the immediately preceding Fox network television
season by more than nine and six-tenths percent (9.6%).


5.                                       Commercial
Announcements:


(a)                                  In
each individual Fox program, Fox will have the right in its sole discretion to
determine: (1) the number and length of commercial announcement slots
(including station breaks) that will be available to Fox affiliates for
insertion of affiliate commercial announcements and (2) the terms and
conditions applicable to the availability and use of the commercial
announcement slots.  Fox will make available
to Licensee for Station’s use in each individual Fox program the same number
and length of commercial announcements (including station breaks) as Fox makes
available generally in that program to Fox affiliates on a national basis, on
the terms and conditions that Fox generally applies to those affiliates on a
national basis.  Licensee agrees to be
bound by Fox’s decisions as provided for in this Paragraph 5.


(b)                                 Subject
to the rules and regulations of the FCC relating to the broadcast of commercial
matter in children’s programming, Fox shall determine the placement, timing and
format of Fox’s and Licensee’s commercial announcements.  Fox shall have the right to include
commercial announcements in all of the commercial time available in each hour
of the programming other than that expressly allocated to Licensee in this
Agreement.


(c)                                  Licensee’s
broadcast over the Station of all commercial announcements included by Fox in
Fox programming is of the essence of this Agreement, and nothing contained in
Paragraph 3 above or elsewhere in this Agreement (other than Paragraph 11
below) shall limit Fox’s rights or remedies at law or otherwise relating to
failure to so broadcast said commercial announcements.  Licensee 



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agrees to maintain complete and accurate records of
all commercial announcements broadcast as provided in this Agreement.  Within two (2) weeks following each request
by Fox therefor, Licensee will submit copies of all such records to Fox.


6.             Supplemental Agreements: Each of the 1998 NFL
Supplemental Agreement and the 1999 Prime-Time-Inventory-Purchase
Supplemental Agreement, as each may be amended or extended, (collectively the “Supplementals”),
between Licensee and Fox, are in full force and effect, and this Agreement is
now deemed the applicable Station Affiliation Agreement referenced in the
Supplementals.  Licensee shall fully
perform all terms and conditions of the Supplementals in their entirety
throughout the term of this Agreement.


7.             Force Majeure: 
Fox shall not be liable to Licensee for failure to supply any
programming or any part thereof, nor shall Licensee be liable to Fox for
failure to broadcast any such programming or any part thereof, by reason of any
act of God, labor dispute, non-delivery by program suppliers or others,
failure or breakdown of satellite or other facilities, legal enactment,
governmental order or regulation or any other similar or dissimilar cause
beyond their respective control (“force majeure event”).  If, due to any force majeure event(s), Fox
substantially fails to provide the programming to be delivered to Licensee
under Paragraph 1 above, or Licensee substantially fails to broadcast such
programming as scheduled by Fox, for 4 consecutive weeks, or for 6 weeks in the
aggregate during any 12-month period, then the other party hereto (the “unaffected
party”) may terminate this Agreement upon thirty (30) days prior written notice
to the party so failing, which notice may be given at any time prior to the
expiration of 7 days after the unaffected party’s receipt of actual notice that
the force majeure event(s) has ended.


8.             Assignment: 
This Agreement shall not be assigned by Licensee without the prior
written consent of Fox, and any permitted assignment shall not relieve Licensee
of its obligations hereunder.  Any purported
assignment by Licensee without such consent shall be null and void and not
enforceable against Fox.  Licensee also
agrees that if any application is made to the Federal Communications Commission
pertaining to an assignment or a transfer of control of Licensee’s license for
the Station, or any interest therein, Licensee shall immediately notify Fox 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) of the Rules and Regulations of the Federal
Communications Commission, Fox shall have the right to terminate this
Agreement, effective upon thirty (30) days notice to Licensee and the
transferee or assignee of such termination, which notice may be given at any
time within ninety (90) days after the earlier of: (a) the date on which Fox
learns that such assignment or transfer has become effective or (b) the date on
which Fox receives written notice of such assignment or transfer.  Licensee agrees, that upon Fox’s request,
Licensee shall procure and deliver to Fox, in form satisfactory to Fox, the
agreement of the proposed assignee or transferee that, upon consummation of the
assignment or transfer of control of the Station’s authorization, the assignee
or transferee will assume and perform this Agreement in its entirety without
limitation of any kind.  If Licensee
fails to notify Fox of the proposed assignment or transfer of control of said
Station’s authorization, or fails to procure the agreement of the proposed
assignee or transferee in accordance with this Paragraph, then such failure
shall be deemed a material breach of this Agreement.  Without limitation to any other provision of
this 



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Agreement or to any of
Fox’s rights or remedies, if, without Fox’s prior written consent, Licensee
enters into any “Local Management Agreement”, “Time Brokerage Agreement” or
similar arrangement or agreement pertaining to Station operations, or for the
use (by lease or otherwise) by any party other than Licensee of any Programmed
Time Period or New Programmed Time Period or any significant portion of Station’s
broadcast time outside of those Fox Time Periods, Fox will have the right at
any time to terminate this Agreement on thirty (30) days’ notice to Licensee.


9.             Unauthorized Copying:  Licensee shall not, and shall not authorize
others to, record, copy or duplicate any programming or other material
furnished by Fox hereunder, in whole or in part, and shall take all reasonable
precautions to prevent any such recordings, copying or duplicating.  Notwithstanding the foregoing, if Station is
located in the Mountain Time Zone, Licensee may pre-record programming
from the satellite feed for later telecast at the times scheduled by Fox.  Licensee shall erase all such pre-recorded
programming promptly after its scheduled telecast.


10.           Term:  The term of this Agreement shall commence on
March 7, 2006 and shall continue through March 6, 2012 (the “initial period”).  Notwithstanding anything to the contrary
contained in this Agreement, upon the termination or expiration of the term of
this Agreement, all of Licensee’s and Station’s rights to broadcast or
otherwise use any Fox program or any trademark, logo or other material or item
hereunder shall immediately cease and neither Licensee nor Station shall have
any further rights whatsoever with respect to any such program, material or
item.


11.           Applicable Law:  Notwithstanding anything to the contrary in
this Agreement, the obligations of Licensee and Fox 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 Federal Communications Commission) and this
Agreement shall be deemed to have been negotiated and entered into, and this
Agreement and all matters or issues collateral thereto shall be governed by,
the law of the State of California applicable to contracts negotiated, executed
and performed entirely within that state. 
With respect to programs offered or already contracted for pursuant to
this Agreement, nothing in any other Paragraph hereof shall be construed to
prevent or hinder Licensee from (a) rejecting or refusing Fox programs which
Licensee reasonably believes to be unsatisfactory, unsuitable or contrary to
the public interest, or (b) substituting a program which, in Licensee’s
opinion, is of greater local or national importance; provided, however,
Licensee shall give Fox written notice of each such rejection or substitution,
and the justification therefor, at least 72 hours in advance of the scheduled
broadcast, or as soon thereafter as possible (including an explanation of the
cause for any lesser notice). 
Notwithstanding anything to the contrary expressed or implied herein,
the parties acknowledge that Station has the ultimate responsibility to
determine the suitability of the subject matter of program content, including
commercial, promotional or public service announcements, and to determine which
programming is of greater local or national importance, consistent with 47
C.F.R. Section 73.658(e).


12.           Station Acquisition by Fox:   Notwithstanding anything to the contrary in
this Agreement, and without limitation to any of Fox’s rights, if, during the
Term of this Agreement, FOX, or its affiliate, subsidiary or related companies,
or its parent, or any other entities in which any of the 



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foregoing have an
interest, consummates the acquisition of all of, or a controlling ownership
interest in, another station in the Station’s DMA, and Fox determines to
operate the station acquired as a Fox affiliate, Fox may terminate this
Agreement as a result of such acquisition, only if Fox first offers Licensee or
its designee in writing (accompanied by financials of the station reasonably
sufficient to enable Licensee to perform a valuation) the right to acquire Fox’s
interest (at a price which shall be the fair market value of the station), and
Licensee rejects the offer in writing. 
If Licensee fails to respond to Fox’s offer within thirty (30) days of
receipt, Licensee shall be deemed to have rejected the offer.  If Licensee wishes to purchase the station,
it shall so notify Fox, in writing, within thirty (30) days of receipt of Fox’s
offer, and each party will, within the thirty (30) day period following Fox’s
receipt of Licensee’s notice, specify what it believes to be the fair market
value of the station.  If the valuations
are within ten percent of one another, the purchase price shall be the average
of the two valuations.  If the difference
is greater, the two valuations shall be submitted for final determination of
the purchase price to a well-known and experienced television station
appraiser/broker mutually agreeable to Fox and Licensee.  In the event Fox and Licensee are unable to
agree on the appraiser/broker within five (5) business days, the matter shall
be submitted to arbitration for final determination as provided in Paragraph 7
of the August 20, 1996 Letter Agreement between Fox and Licensee.  Licensee shall have ten (10) business days
after determination of the purchase price by the appraiser/broker or
arbitrator, as the case may be, to notify Fox that it still wishes to proceed
with the purchase.  If Licensee or its
designee purchases the station, it shall operate the station as a Fox affiliate
pursuant to this Agreement through the end of the Term, following the
conclusion of any existing affiliation agreement for the station.  If Licensee rejects the offer, Fox may then
terminate this Agreement.


13.           Change in Operations: If at
any time Station’s transmitter location, power, frequency, programming format,
hours of operation, technical quality of transmissions or any other material
aspect of Station’s operations is such that Fox determines in its reasonable
judgment that Station is of materially less value to Fox as a broadcaster of
Fox programming than at the date of this Agreement, then Fox shall have the
right to terminate this Agreement upon sixty (60) days prior written notice to
Licensee, unless Licensee cures such change in Station’s operations during said
sixty (60) day period to Fox’s reasonable satisfaction.


14.           Non-Liability of Board
Members:  To the extent the Fox
Broadcasting Company Affiliates’ Association Board of Governors (the “Board”)
and its members are acting in their capacity as such, then the Board and each
such member so acting shall not have any obligation or legal or other liability
whatsoever to Licensee in connection with this Agreement, including without
limitation, with respect to the Board’s or such member’s approval or non-approval
of any matter, exercise or non-exercise of any right or taking of or
failing to take any other action in connection therewith.


15.           Warranties and Indemnities:


(a)                                  Fox
represents and warrants that Station’s broadcast, in accordance with this
Agreement, of any Fox programming, including Fox’s commercial announcements,
provided by Fox to Station shall not violate any applicable rules, 



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regulations or written
policies of the FCC or other governmental authority having jurisdiction over
Fox and/or Licensee, or violate or infringe upon the trade name, trademark,
copyright, literary or dramatic right, or right of privacy or publicity of any
party, or constitute a libel or slander of any party; provided, however, that
the foregoing representations and warranties shall not apply: (1) to public
performance rights in music, (2) to any material furnished or added by any
party other than Fox after delivery of the programming to Station or (3) to the
extent such programming is changed or otherwise affected by deletion of any
material by any party other than Fox after delivery of the programming to
Station.  Fox agrees to indemnify and
hold harmless Station and its parents, affiliates, subsidiaries, successors and
assigns, and the respective owners, officers, directors, agents and employees
of each, from and against all liability, actions, claims, demands, losses,
damages or expenses (including reasonable attorneys’ fees, but excluding
Licensee’s or Station’s lost profits or consequential damages, if any) caused
by or arising out of Fox’s breach of the representations and warranties set
forth in the foregoing sentence.  Fox
makes no representations, warranties or indemnities, express or implied, except
as expressly set forth in this subparagraph (a).


(b)                                 Without
limitation to any of Licensee’s other obligations and agreements under this
Agreement, Licensee agrees to indemnify and hold harmless Fox and its parents,
affiliates, subsidiaries, successors and assigns, and the respective owners,
officers, directors, agents and employees of each, from and against all
liability, actions, claims, demands, losses, damages or expenses (including
reasonable attorneys’ fees, but excluding Fox’s lost profits or Fox’s
consequential damages, if any) caused by or arising out of any matters excluded
from Fox’s representations and warranties by subparagraphs (a)(1), (2) or (3)
above, or any breach of any of Licensee’s representations, warranties or
agreements hereunder or any programming broadcast by Station other than that
provided by Fox hereunder.


(c)                                  The
indemnitor may assume, and if the indemnitee requests in writing shall assume,
the defense of any claim, demand or action covered by indemnity hereunder, and
upon the written request of the indemnitee, shall allow the indemnitee to
cooperate in the defense at the indemnitee’s sole cost and expense.  The indemnitee shall give the indemnitor
prompt written notice of any claim, demand or action covered by indemnity
hereunder.  If the indemnitee settles any
claim, demand or action without the prior written consent of the indemnitor,
the indemnitor shall be released from the indemnity in that instance.


16.           Notices:  All notices to each party required or
permitted hereunder to be in writing shall be deemed given when personally
delivered (including, without limitation, upon delivery by overnight courier or
other messenger or upon receipt of facsimile copy), upon the date of mailing
postage prepaid or when delivered charges prepaid to the telegraph office for
transmission, addressed as specified below, or addressed to such other address
as such party may hereafter specify in a written notice given as provided
herein.  Such notices to Licensee shall
be to the address set forth for Licensee on page 1 of this Agreement:  with a courtesy copy to: Sinclair 



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Communications, Inc.,
10706 Beaver Dam Road, Cockeysville, MD 21030, Attn: General Counsel.  Such notices to Fox shall be to:  Fox Broadcasting Company, 10201 West Pico
Boulevard, Los Angeles, CA 90035, Attn: Network Distribution; with a copy to:
Fox Broadcasting Company, 10201 West Pico Boulevard, Los Angeles, CA 90035,
Attn: Legal Affairs.


17.           Retransmission Consent:


(a)                                  Without
Fox’s prior written approval, Licensee shall not grant its consent to the
transmission or retransmission, by any cable system, satellite, other
multichannel video programming distributor (“MVPD”), telephone system,
microwave carrier, wireless cable system or other technology wherever located,
of Station’s broadcast of any Fox programming. 
Neither this Agreement nor any grant by Licensee of retransmission
consent conveys any license or sublicense in or to the copyrights of Fox
programming and Fox shall in no way be a party to or incur any duty or other
obligation in connection with any retransmission consent granted by Licensee.


(b)                                 Licensee
shall be entitled to invoke the protection against duplication of programming
imported under the compulsory copyright license to the extent and in the manner
provided in Sections 76.92 through 76.94 of the rules of the FCC as in effect
from time to time. Such right shall apply to all Fox programming for the
duration of the Term of this Agreement. For the duration of this Agreement,
Licensee’s rights shall apply to both simultaneous and non-simultaneous
duplication. Licensee shall be entitled to invoke nonduplication protection in
the area within 35 miles of the FCC’s reference point for its city of license
and, if Station is in a Hyphenated Market for purposes of FCC nonduplication
rules, in the area within 35 miles of the FCC’s reference point for each other
designated community within such Hyphenated Market; provided, however,
notwithstanding the foregoing, Licensee shall not invoke said nonduplication
protection beyond the boundaries designated as its Designated Market Area (“DMA”)
as defined by A.C. Neilsen i.e. from time to time.


18.           Change In Fox Operations:  Notwithstanding anything to the contrary in
this Agreement and without limitation to any of Fox’s rights, Fox reserves the
right (other than with respect to: (i) the second and third sentences of
Paragraph 3(e) above; and (ii) Paragraph 11 above) to make changes in its
operations (and/or terms of doing business) that conflict with (or do not
conform to) the terms of this Agreement and that will be applicable to its affiliates
generally.   Fox shall notify Licensee in
writing that Fox has made such change and the effective date thereof, and as of
said effective date, this Agreement will be deemed amended to reflect such
change, unless within 20 days of Fox’s notification to Licensee of such change,
Licensee notifies Fox in writing that Licensee rejects such change.  If Licensee does so reject said change, then
Fox shall have the right for a period of six months from Fox’s receipt of
Licensee’s rejection notice to terminate this Agreement by providing not less
than ninety (90) days’ written notice to Licensee.



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19.           Miscellaneous:


(a)                                  Nothing
contained in this Agreement shall create any partnership, association, joint
venture, fiduciary or agency relationship between Fox and Licensee.


(b)                                 No
waiver of any failure of any condition or of the breach of any obligation
hereunder shall be deemed to be a waiver of any preceding or succeeding failure
of the same or any other condition, or a waiver of any preceding or succeeding
breach of the same or any other obligation.


 (c)                               In connection with Fox
programming, Station shall at all times permit Fox, without charge, to place,
maintain and use on Station’s premises, at Fox’s expense, such reasonable
amounts of devices and equipment as Fox shall require, in such location and
manner, as to allow Fox to economically, efficiently and accurately achieve the
purposes of such equipment.  Station
shall operate such equipment for Fox, to the extent Fox reasonably requests,
and no fee shall be charged by Station therefor.


(d)                                 This
Agreement, together with the Supplementals, constitutes the entire
understanding between Fox and Licensee concerning the subject matter hereof and
shall not be amended, modified, changed, renewed, extended or discharged except
by an instrument in writing signed by Fox and Licensee or as otherwise
expressly provided herein or therein. 
Fox and Licensee each hereby acknowledges that neither is entering into
this Agreement in reliance upon any term, condition, representation or warranty
not stated herein, and that this Agreement, together with the Exhibits,
replaces any and all prior and contemporaneous agreements, whether oral or
written, pertaining to the subject matter hereof.  All actions, proceedings or litigation brought
against Fox by Licensee shall be instituted and prosecuted solely within the
County of Los Angeles, California. 
Licensee hereby consents to the jurisdiction of the state courts of
California and the federal courts located in the Central District of California
as to any matter arising out of, or related to this Agreement.


(e)                                  Without
limitation to Paragraph 1 above, for purposes of this Agreement, the term “programs”
(and the derivations thereof including, without limitation, “programming”) will
include, without limitation, to the extent Fox reasonably elects, television
specials, made-for-television movies, television series and all
other forms of television motion pictures and programs, as well as any other
Program-Related Material, transmitted or otherwise communicated by Fox with the
intent that it be perceived or otherwise received, visually or visually and
aurally, by television receiver, television monitor or any other device or
equipment whatsoever now known or hereafter devised.


(f)                                    Each
and all of the several rights and remedies of each party hereto under or
contained in or by reason of this Agreement shall be cumulative, and the
exercise of one or more of said rights or remedies shall not preclude the
exercise of any 



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other right or remedy under this Agreement, at law, or
in equity.  Notwithstanding anything to
the contrary contained in this Agreement, in no event shall either party hereto
be entitled to or recover any lost profits or consequential damages because of
a breach or failure by the other party, and except as expressly provided in
this Agreement to the contrary, neither Fox nor Licensee shall have any right
against the other with respect to claims by any third person or other third
entity.


(g)                                 If
any provision of this Agreement  (the “Void
Provision”), as applied to either Fox or Licensee or any circumstances, is
found to be against public policy or otherwise void or unenforceable, or in
conflict with any applicable federal, state or local law, rule or regulation
(including without limitation any rule or regulation of the Federal
Communications Commission), then commencing within 10 days following such
finding, Fox and Licensee must negotiate in good faith for a period of 30 days
regarding a provision to replace the Void Provision, which provision shall
materially meet the intent of the parties as set forth in the Void Provision
and essentially preserve the benefits provided by this Agreement to both
parties.  If the parties are reasonably
unable to agree on such a replacement provision for any reason whatsoever,
including without limitation due to any constraints imposed by any law, rule or
regulation, then either party will have the right to terminate this Agreement
at any time on six months prior notice.


(h)                                 Paragraph
headings are inserted for convenience only and shall not be used to interpret
this Agreement or any of the provisions hereof or given any legal or other
effect whatsoever.


(i)                                     Licensee
acknowledges that Station’s rights contained in this Agreement are subject to
and must be exercised consistent with the rights conveyed to Fox by the NFL,
MLB, NASCAR or any other licensor of programming delivered under this Agreement
and any limitations and restrictions thereon.


20.                                 News
Agreement:


(a)                                  As
a material term of this Agreement, Licensee shall continue to broadcast on
Station, in consultation with Fox, throughout the term of this Agreement (until
the earlier occurrence of the expiration or termination of the News Agreement,
as defined below), the on-air, regularly-scheduled, 10:00 PM, Monday through
Friday local newscast program of not less than thirty (30) minutes per night,
that is self-produced (i.e., Station originates said newscast program and shall
not produce such newscast program pursuant to any news-sharing arrangement), that
Station is currently broadcasting as of the date of this Agreement.


(b)                                 Licensee
and FNN shall continue to negotiate the News Service Agreement (“News Agreement”)
between them.  Licensee shall execute and
return the News Agreement, as provided to Licensee by FNN, by no later than ten
(10) days after Licensee and FNN have reached an agreement on the News
Agreement.  Upon 



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Licensee’s execution of the News Agreement, it shall
be deemed attached to this Agreement as Exhibit E and incorporated herein by
this reference.  Any breach by Licensee
of the News Agreement will be a breach by Licensee of this Agreement of
equivalent materiality (e.g., a material breach of the News Agreement by
Licensee will be a material breach of this Agreement by Licensee).



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IN WITNESS WHEREOF, the
parties hereto have duly executed this Agreement as of the day and year first
above written.


	
  Fox Broadcasting Company

  	
   

  	
   

  
	
  (“Fox”)

  	
   

  	
  (“Licensee”)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  



 



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