TELEVISION STATION S BARTER MOVIES OFFER. NUMBER OF RUNS: One run guaranteed; second run optional MARKET: See Rider A

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1 TELEVISION STATION S BARTER MOVIES OFFER DATE:_October 29, 2010 PACKAGE TITLE: SHOWCASE X NUMBER OF PICTURE(S): _25 STATION 1: See Rider A STATION 2: See Rider A WILL AIR ON STATION: See Rider A_ NUMBER OF RUNS: One run guaranteed; second run optional MARKET: See Rider A CONTRACT START DATE: See Schedule A SALESPERSON: _Steve Maddox CONTRACT END DATE: See Schedule A PREPARED BY: Lisa May Francisco BARTER SPLIT*: 50% of TOTAL MINUTES (LICENSEE) 50% of TOTAL MINUTES (DISTRIBUTOR) * TOTAL AMOUNT OF BARTER TIME TO BE DETERMINED BY DISTRIBUTOR BY LENGTH OF PICTURE(S). TIME PERIOD COMMITMENT: (All Time Periods are Inclusive) FIRST TELECAST: SECOND TELECAST: See Rider A to See Rider A See Rider A to See Rider A LICENSEE: Sinclair Broadcast Group Beaver Dam Road Cockeysville, MD PHONE: _(410) FAX: (410) Page 1 of 8

2 PERSON WITH WHOM NEGOTIATIONS CONDUCTED: Dave Howitt, Regional Program Director, Sinclair Broadcast Group OTHER PROVISIONS: Please see attached Schedule A for the list of Licensed Picture(s) (the Picture(s) ) and license term for each Picture. Schedule A is hereby incorporated herein. It is of the essence of the Agreement that Licensee broadcasts the Picture(s) within the broadcast windows indicated on Schedule A below except in the event of a valid preemption or prevention as set forth below. Licensee shall broadcast each Picture exactly as delivered by Distributor and without deletion or change in such Picture(s) or in the commercials furnished by Distributor, except that Licensee may add its commercial matter solely in the commercial positions provided by Distributor. In the event that Licensee breaches this obligation (which obligation is of a special and unique nature), Distributor shall be entitled to equitable remedies including, without limitation, injunctive relief. In addition, the Picture(s) may not be exhibited by any means other than broadcast television. Licensee s telecast rights shall be exclusive in linear broadcast television only. Should the Picture(s) be made available for syndication earlier than the dates listed in Schedule A, Licensee agrees that the license term of each Picture will commence as notified by Distributor. The license term of each Picture will terminate as notified by Distributor or upon the last authorized telecast, whichever is earlier. All Availability Dates set forth in Schedule A will be subject to the provisions in any network, cable or pay exhibition agreement entered into with respect to any said Picture(s). Distributor reserves the right to substitute or to withdraw any Picture(s) upon giving Licensee thirty (30) days written notice. Licensee agrees, as a material provision of the Agreement, to use its best efforts to promote the Picture(s) in a manner consistent with that provided for similar programming in a comparable time period. Licensee agrees not to promote or publicize any Picture(s) until thirty (30) days prior to its Availability Date. Licensee shall notify Distributor of the dates and specific time periods for each Telecast of each Picture forty-five (45) days prior to the applicable Availability Date. Licensee must broadcast Telecasts of the Picture(s) only as scheduled. No additional runs of the Picture(s) are permitted. If Licensee broadcasts any Picture more than the number of times permitted by this Agreement, Licensee shall be liable for any and all costs and damages resulting from such unauthorized telecasts, including, but not limited to, additional residual payments incurred by Distributor. The Picture(s) will be formatted for a specific number of minutes of commercial time, to be determined by Distributor, with 50% of the time to be sold by Licensee and 50% of the time to be retained and sold by Distributor. Licensee acknowledges that Distributor s commercial time broadcast within both the Picture(s) and time periods indicated herein is of the essence of the Agreement. Licensee agrees not to add any commercial time beyond the 50% of the minutes allowed herein. Page 2 of 8

3 Licensee agrees to provide TVData, or any other similar service designated by Distributor, with any and all information regarding Licensee s broadcast of the Picture(s) requested by such service. If Distributor so requests at any time, Licensee shall supply Distributor with a usage report for the portion of the license term indicated by Distributor, confirming that each Picture(s) (listed by title) and Distributor s commercials therein (listed by commercial i.d. number) were actually broadcast as required herein and the respective date(s) of such Telecast(s), certified as correct by an officer of Licensee. Licensee further agrees that within each commercial pod none of Licensee s commercials will be for products or services competitive with products or services of Distributor s commercials. Delivery of the Picture(s) shall be by such technological means as Distributor may determine with Licensee bearing the responsibility of receiving the signal. In the event Licensee does not receive the feed(s) provided by Distributor, then Licensee shall request additional delivery by Distributor and Distributor shall provide either an additional feed or delivery by videocassette, at Distributor s election. In either event, the cost thereof shall be the responsibility of the Licensee. Licensee shall notify Distributor of each preemption and rescheduling. In the event that Licensee should preempt any Telecast of the Picture(s), Licensee shall use best efforts to broadcast said Picture(s), including the commercial announcements sold by Distributor, within the broadcast window for the applicable Picture(s) indicated in Schedule A. In the event that Licensee is unable to broadcast said preempted Picture(s) within the broadcast window, then Licensee shall broadcast Distributor s commercial announcements in a mutually agreed-upon program in a comparable or better time period(s) within the broadcast window as indicated in Schedule A. In the event of a conflict of rights with respect to the license term of any Picture(s), Distributor, upon thirty (30) days written notice to Licensee, may adjust the License Term. This offer is subject to those provisions as are contained in Sinclair Communication s Inc.- Distributor s Standard Terms and Conditions, copies of which are available upon request. In the event of any conflict between the terms hereof, and the Standard Terms and Conditions, the former (i.e., the terms of the Movies Offer) shall apply. Licensee understands that Distributor reserves the right, in its sole discretion, to accept or reject this offer for any reason whatsoever and may, in addition to this offer, require Licensee to provide financial documents or other evidence of creditworthiness in form and substance satisfactory to Distributor. (Signature page to follow) Page 3 of 8

4 This offer is subject to approval by an executive officer of Sony Pictures Television Inc. ( Distributor ). When this offer is approved by Distributor, it shall then (along with Schedule A and Riders A, B and C) constitute the entire valid and binding agreement. Distributor shall be under no obligation to deliver the Picture(s) to Licensee until such time as this offer is fully executed by Distributor. AGREED AND ACCEPTED: LICENSEE By: Title: Date: SONY PICTURES TELEVISION INC. A unit of Sony Pictures Entertainment Inc. By: Christopher L. Elwell Executive Vice President, Distribution Date: Page 4 of 8

5 SCHEDULE A BROADCAST WINDOWS PICTURE(S) Availability Start Date Availability End Date 50 FIRST DATES 2/1/2016 2/28/2016 BAD BOYS 2 10/1/ /31/2016 BEWITCHED 7/1/2016 7/31/2016 BIG FISH 4/1/2013 4/30/2013 BUYING THE COW 11/1/ /30/2016 CROUCHING TIGER, HIDDEN DRAGON 1/1/2015 1/31/2015 DOGTOWN AND Z-BOYS 3/1/2016 3/31/2016 GUESS WHO 9/1/2015 9/30/2015 I SPY 1/1/2012 1/31/2012 JOHN CARPENTER PRESENTS VAMPIRES: LOS 10/15/ /14/2011 MUERTOS JOHN CARPENTER'S GHOSTS OF MARS 10/15/ /14/2012 LONE STAR STATE OF MIND 9/1/2016 9/30/2016 NATIONAL SECURITY 12/1/ /31/2015 NO GOOD DEED 6/1/2014 6/30/2014 ONCE UPON A TIME IN MEXICO 5/1/2016 5/31/2016 OWNING MAHOWNY 12/1/ /31/2016 S.W.A.T. 11/1/ /30/2015 SOMETHING'S GOTTA GIVE 12/1/ /31/2013 SPANGLISH 7/1/2015 7/31/2015 STEALTH 4/1/2015 4/30/2015 STUART LITTLE 2 6/1/2013 6/30/2013 TRAPPED 5/1/2012 5/31/2012 UNDERWORLD 8/1/2015 8/31/2015 UNDERWORLD EVOLUTION 6/1/2016 6/30/2016 WHEN STRANGERS APPEAR 1/1/2016 1/31/2016 Page 5 of 8

6 RIDER A This RIDER A is attached to and made a part of that certain offer, (the Agreement ), between SONY PICTURES TELEVISION INC. ("Distributor") and SINCLAIR BROADCAST GROUP ("Licensee") in connection with the feature film offer entitled Showcase 10. Primary Weekly Guaranteed First Daily OPTIONAL Station(s) Market License Fee Telecast Second Daily Telecast WLFL (CW 22)/ RALEIGH, NC $0 12:00 PM to 10:00 PM 5:00 AM to 5:00 AM WRDC (MyTV 28) KABB (FOX 29)/ SAN ANTONIO, TX $0 12:00 PM to 10:00 PM 5:00 AM to 5:00 AM KMYS (CW 35) KBSI (FOX 23)/ PADUCAH, KY $0 12:00 PM to 10:00 PM 5:00 AM to 5:00 AM WDKA (MyTV 49)/ KVMY (MyTV 22)/ LAS VEGAS, NV $0 12:00 PM to 10:00 PM 5:00 AM to 5:00 AM KVCW (CW 29) KOKH (FOX 25)/ OKLAHOMA CITY, OK $0 12:00 PM to 10:00 PM 5:00 AM to 5:00 AM KOCB (CW 34) WLOS (ABC 13)/ GREENVILLE, SC $0 12:00 PM to 10:00 PM 5:00 AM to 5:00 AM WMYA (MyTV 40) WMSN (FOX 47) MADISON, WI $0 12:00 PM to 10:00 PM 5:00 AM to 5:00 AM Page 6 of 8

7 STATIONS: See Rider A of Agreement PROGRAM: See Schedule A Agreement RIDER B This RIDER B is attached to and made a part of that certain offer, (the Agreement ), between SONY PICTURES TELEVISION INC. ("Distributor") and SINCLAIR BROADCAST GROUP ("Licensee") in connection with the feature film offer entitled Showcase 10. Notwithstanding anything to the contrary contained in an Agreement, Distributor hereby gives permission to Licensee to telecast the Programs on a simultaneous basis over its analog channel (so long as Licensee is transmitting an analog channel) and on one or more digital streams utilizing Licensee s digital broadcast spectrum; provided that all such broadcasts (1) may have a different resolutions, aspect ratios and/or frame rates, (2) must have the same twenty-four (24) hour programming schedule and (3) must include Distributor s commercials. All such simultaneous telecasts shall together be counted as one (1) telecast against the total number of telecasts licensed under the Agreement. In the event that any applicable guild collective bargaining agreement is modified or interpreted to require such simultaneous transmission to be counted as two (2) telecasts for residual purposes, then Licensee shall either (i) reimburse Distributor for the additional residual payments attributable to Licensees simultaneous transmission of the Programs or (ii) cease such simultaneous transmission of the Programs and thereafter transmit the telecast(s) by means of either analog or digital transmission, as mutually agreed upon between Distributor and Licensee. If (i) Licensee fails to reimburse Distributor for additional residual payments and (ii) Licensee and Distributor fail to agree on a means of transmission, then Distributor shall have the right, upon 30 days notice, to terminate the Agreement and license the Programs to another station in Licensee s market. For programming in which Distributor retains no commercial time, Licensee shall also have the right to telecast the Programs separately on either its digital channel(s) or its analog channel (non-simultaneous transmission), in which case each such independent telecast, whether analog or digital, shall be counted separately as one (1) telecast against the total number of telecasts licensed under the Agreement. Licensee shall telecast each Program in its entirety, including Distributor s commercials, without overlaying, superimposing or dubbing any visual or audio material onto the Program. Licensee shall notify Distributor in writing prior to commencing digital telecasts of the Programs. Distributor will provide the Programs in a digital format, if available, however, Distributor shall not be obligated to deliver programming in a digital format. When Licensee discontinues use of its analog channel and is transmitting programming only over its digital channel(s), the Agreement shall continue in full force and effect and Licensee shall continue to transmit the Programs pursuant to the terms of the applicable Agreement. Except as specifically modified herein, the Agreements are not otherwise modified in any respect, and the Agreements, as amended herein, are hereby ratified and confirmed in all respects. Page 7 of 8

8 STATIONS: See Rider A of Agreement PROGRAM: See Schedule A of Agreement RIDER C This RIDER C is attached to and made a part of that certain offer, (the Agreement ), between SONY PICTURES TELEVISION INC. ("Distributor") and SINCLAIR BROADCAST GROUP ("Licensee") in connection with the feature film offer entitled Showcase 10. Distributor hereby grants to Licensee, to the extent it is lawful to do so and does not violate any rules and regulations of any state or federal agencies and does not violate any other agreements to which Distributor is a party, the right to broadcast the Program via the transmission tower/device of the secondary television stations referenced in the Agreement (the Secondary Station(s) ), which right shall be in addition to broadcast rights to said Program on the Primary Station referenced in the Agreement (hereinafter Primary Station ), licensed to Licensee through the Agreement. Such permission is granted only so long as the Secondary Station(s) in each market is under common ownership with or operating under as an LMA, or a time brokerage or a joint services agreement with, or is the digital channel of the Primary Station in each market. Licensee represents and warrants that the Secondary Station(s) are duly licensed by the FCC. In the event the FCC withdraws its license and/or authorization from an Secondary Station(s), Licensee shall terminate any transmission of the Program over said station(s). Licensee further agrees, as a material provision of the Agreement, that the Program shall be broadcast in accordance with the terms of the Agreement, that the number of telecasts in the aggregate for both the Primary Station and each of the Secondary Station(s) in each market shall not exceed the number of telecasts licensed to Licensee pursuant to the Agreement. Licensee shall have the sole responsibility of accurately tracking the number of telecasts used by both stations, separately as to each station, and Licensee shall report said usage as follows: Licensee agrees to provide TVData or any other similar service designated by Distributor with any and all information regarding Licensee's broadcast of the Episodes requested by such service. If Distributor so requests at any time, Licensee shall supply Distributor with a usage report for the portion of the License Term indicated by Distributor, confirming that each Episode (listed by episode number and episode title) and Distributor's commercials therein (listed by commercial i.d. number) were actually broadcast as required herein and the respective date(s) of such Telecast(s), certified as correct by an officer of Licensee. Licensee shall be liable for any and all costs and damages arising from any telecasts broadcast in excess of the number of telecasts set forth in the Agreement. Licensee acknowledges and agrees that the Program shall not be broadcast simultaneously in the same market by the Primary Station and the Secondary Station(s). Furthermore, Licensee specifically agrees that the Secondary Station(s) will abide by all the terms and conditions specified in the Agreement when broadcasting the Program. If a Secondary Station should breach or allegedly breach any provision of the Agreement, Licensee agrees to indemnify and hold Distributor forever harmless from and against any and all claims, damages, liabilities, losses, costs and expenses, including reasonable fees of counsel, arising from said breach by said station. Page 8 of 8