EXHIBIT 10.1
Confidential Treatment has been requested for portions of this Exhibit. The
confidential portions have been redacted and are denoted by ***. The
Confidential portions have been separately filed with the Securities and
Exchange Commission.
[NBC TV NETWORK LETTERHEAD]
March 16, 2005
Young Broadcasting of Davenport, Inc. ("Licensee")
599 Lexington Avenue - 47th Floor
New York, New York 10022
RE:
KWQC-TV, Davenport, Iowa
Ladies and Gentlemen:
The following shall comprise the agreement among us for the affiliation of the
television broadcasting station set forth above (the Licensee and its station
being referred to herein together as a "Station") with the NBC Television
Network ("NBC") and shall supersede and replace all prior agreements between the
Station and NBC (which agreements are hereby terminated and of no further force
or effect) except (i) for the most recent amendments to such prior agreements
with respect to network non-duplication protection under Federal Communications
Commission ("FCC") Rules Section 76.92 (the "Non-Duplication Amendments"),
(ii) for the NBC Promotion Swap Program, (iii) for the Inventory Management Plan
(as defined in Section 6), and (iv) that any indemnities provided for in such
prior agreements, as well as any liabilities outstanding thereunder as of the
date of this Agreement, shall survive.
1.
Term.
This Agreement shall become effective at 3:00 AM, New York
City time on November 1, 2004.
Unless sooner terminated as provided hereunder,
this Agreement shall remain in effect until 2:59 AM, New York City time on
January 1, 2015.
2.
Programming.
(A)
NBC COMMITS TO SUPPLY PROGRAMMING FOR FREE OVER-THE-AIR TELEVISION
BROADCASTING BY STATION DURING THE HOURS SET FORTH ON SCHEDULE I ATTACHED HERETO
(THE "PROGRAMMED TIME PERIODS").
STATION SHALL HAVE A RIGHT OF FIRST REFUSAL
WITH RESPECT TO SUCH PROGRAMMING THAT IS TO BE BROADCAST ON A NETWORK BASIS
DURING THE PROGRAMMED TIME PERIODS AS AGAINST ANY OTHER BROADCAST TELEVISION
STATION LICENSED TO OPERATE IN STATION'S COMMUNITY OF LICENSE.
THE STATION
AGREES THAT, SUBJECT ONLY TO SECTION 3 BELOW, STATION SHALL CLEAR AND BROADCAST
ALL PROGRAMMING SUPPLIED TO STATION HEREUNDER FOR BROADCAST IN THE PROGRAMMED
TIME PERIODS ON THE DATES AND AT THE TIMES THE PROGRAMS ARE SCHEDULED BY NBC.
(B)
IN ADDITION TO PROGRAMMING SUPPLIED PURSUANT TO SECTION 2(A), NBC
SHALL OFFER THE STATION A VARIETY OF SPORTS PROGRAMMING ("NBC SPORTS
PROGRAMMING") AND SPECIAL EVENTS PROGRAMMING FOR TELEVISION BROADCAST AT TIMES
OTHER THAN PROGRAMMED TIME PERIODS.
FOR A PERIOD OF SEVENTY-TWO (72) HOURS
FOLLOWING NBC'S OFFER, THE STATION SHALL HAVE THE RIGHT OF FIRST REFUSAL WITH
RESPECT TO SUCH PROGRAMMING AS AGAINST ANY OTHER TELEVISION STATION LOCATED IN
STATION'S COMMUNITY OF LICENSE OR ANY TELEVISION PROGRAM TRANSMISSION SERVICE
FURNISHING A TELEVISION SIGNAL TO STATION'S COMMUNITY OF LICENSE THE STATION
SHALL CONFIRM ITS CLEARANCE OF SUCH PROGRAMMING TO NBC WITHIN THE 72-HOUR PERIOD
VIA THE INTERNET SITE CURRENTLY KNOWN AS "AFFILIATE PARTNERSHIP TOOL" ("APT") OR
SUCH OTHER MEANS AS NBC MAY
designate.
The Station's confirmation of clearance shall constitute Station's
agreement to broadcast such programming in accordance with the terms of such
offer