AGREEMENT

TABLE OF CONTENTS

ARTICLE PAGE NO.

1 TERM 2

2 CHANGE OR TERMINATION 4

3 CHANGES TO BE REDUCED TO WRITING 5

4 JURISDICTION (WORK COVERED) 6

5 TOOLS AND EQUIPMENT 19

6 DAILY RELIEF/PER DIEMS 20

7 UNION MEMBERSHIP 23

8 MEETING WITH UNION REPRESENTATIVES 24

9 NO STRIKE OR LOCKOUT 25

10 TECHNICIANS NOT TO BE USED AS STRIKEBREAKERS 26

11 GRIEVANCE PROCEDURE 27

12 ARBITRATION 29

13 INSPECTION BY UNION REPRESENTATIVES 31

14 HOURS OF WORK 32

15 OVERTIME 35

16 TRAVEL TIME 37

17 TRAVEL EXPENSES 39

18 WAGES 41

19 VACATIONS 44

TABLE OF CONTENTS

ARTICLE PAGE NO.

20 HOLIDAYS 46

21 MASTER TECHNICIANS AND SENIOR TECHNICIANS 47

22 PROBATIONARY PERIOD 48

23 SENIORITY 49

24 LAYOFF AND REHIRES 50

25 NON-DISCRIMINATION 51

26 LEAVE OF ABSENCE 52

27 SICK LEAVE 53

28 TRAINEES 54

29 DISCIPLINE AND DISCHARGE 55

30 SEVERANCE PAY 56

31 FIELD PICKUPS 57

32 SAFETY PRECAUTIONS 58

33 GENERAL RIGHTS OF UNIO0N 59

34 WORKING CONDITIONS 60

35 PAYROLL INFORMATION 63

36 CONFLICTS WITH LAW 64

37 ORAL MODIFICATION 65

TABLE OF CONTENTS

ARTICLE PAGE NO.

38 COMPANY BENEFITS 66

39 WAIVERS 67

40 NEW DEVICES 68

42 JOB SECURITY 71

43 DRUG TESTING POLICY 72

44 ENTIRE AGREEMENT 73

SIDELETTER I 74

EXHIBIT A 75

EXHIBIT B 79

SCHEDULE C 81

AGREEMENT

Made and entered into this twenty-second day of January, 2004, between New World Communications of Detroit, Inc., owner and licensee of Television Station WJBK-TV, of Detroit, Michigan, its successors and assigns, hereinafter called the "Employer," and the National Association of Broadcast Employees and Technicians, the Broadcasting and Cable Television Workers Sector of the Communications Workers of America, AFL-CIO, CLC, hereinafter collectively called the "Union," as sole collective bargaining agency for Technicians employed in the Engineering Department at Television Station WJBK-TV, including projectionists, hereafter called "Technicians" or "Technician," but excluding clerical employees, production department employees announcers and supervisors, as defined in the Act. The Director of Broadcast Operations and Manager of Technical Services are expressly excluded. The term "Employer" or "Company" wherever used in this Agreement is understood to apply to WJBK-TV and to this station only.

In consideration of the mutual covenants and agreements herein contained, the parties mutually agree as follows.

ARTICLE 1

TERM

Section 1. This Agreement shall be in effect for a period of four and one half (4 1/2) years. The dates inclusive are January 22, 2004 through June 30, 2008 and from year to year thereafter unless changed or terminated as set forth below.

Section 2. Management of Station. The Union recognizes that the Company has an obligation to fulfill its responsibilities as a broadcasting licensee, under the terms of its grant from the FCC, and agrees that the Company shall have the freedom of action necessary to operate in the public interest within the framework of that grant. The Union further recognizes that it is the responsibility and right of the Company to maintain proper discipline and efficiency and to manage the business and direct working forces. Such rights of the Company include: the determination of the number and location of its stations; the selection of those with whom it will do business; the determination of the programs to be broadcast; the determination of the types of work to be performed; the right to select, hire, promote, assign and transfer employees; determination of equipment to be used and methods of operation and the right to make and apply reasonable rules and regulations for discipline, efficiency, and safety not inconsistent with the provisions of this Agreement. The provisions of this Article are not limited to the foregoing enumeration. These rights shall be exercised in accordance with the provisions of this Agreement.

Section 3. The Employer shall have the right to establish or continue policies, practices, and procedures for the conduct of the business and, from time to time, to change or abolish such policies, practices, or procedures provided that the policies, practices, and procedures are not inconsistent with the collective bargaining agreement. Further, employees covered hereunder have agreed to abide by the Fox Television Stations, Inc., Standards of Business Conduct rules. As such, the Employer regularly distributes policies and procedures in accordance with this section. The Union and employees will be provided with copies of these policies and or procedures.

Section 4. Technical Change. In the event the Company introduces technological changes at WJBK, the Company shall notify the Union of such changes by giving the Union written notification not less than thirty (30) days prior to the implementation of such technological change. If during this thirty (30) day notification period the Union wishes to meet to discuss the intended technological change, the Company will do so prior to the implementation of the technological change.

Section 5. Employee Evaluations. The Company may evaluate the performance of each Technician prior to the last quarter of each contract year. No member of the bargaining unit shall be asked to comment, either orally or in writing on the performance of any other Technician. Employee evaluations are primarily for the purpose of improved performance. However, where appropriate, an employee evaluation can be considered a verbal warning.

Section 6. Employee Accommodations. The Company agrees to notify the Union when a bargaining unit employee requests an accommodation under the Americans With Disabilities Act of 1990 (ADA). The Union may suggest potential accommodations for employees who may have requested an accommodation. Notwithstanding any other provision of this Agreement, the Employer shall have the sole and exclusive right to make any accommodation under the ADA. Such accommodations shall not be cause for layoff or wage reductions.

ARTICLE 2

CHANGE OR TERMINATION

Section 1. Either party desiring to change or terminate this Agreement must notify the other, in writing, at least sixty (60) days prior to June 30, 2008 or June 30 of any subsequent year this contract may be in effect. When such notice is given by either party, the parties will enter into negotiations prior to expiration, by which time both parties will present in writing their proposed changes. In the event that as a result of such negotiations this Agreement has not been renewed, modified or extended by the date on which it would otherwise have been terminated as a result of such notice, the present contract shall remain in effect until either party gives the other forty-eight (48) hours written notice of termination.

ARTICLE 3

CHANGES TO BE REDUCED TO WRITING

Section 1. Any changes, supplements, or amendments made to this Agreement shall be reduced to writing, numbered serially, signed by the parties hereto, and then shall become a part of this Agreement. This Agreement shall supersede any and all agreements which have been entered into by the parties prior to the date of the execution of this Agreement.

ARTICLE 4

JURISDICTION (WORK COVERED)

Section 1. The work covered by this Agreement shall include all of the following work done within the area jurisdiction of a radius within fifty (50) miles from the Company owned stations, WJBK and WJBK-DT (Digital Transmission.) All references herein referring to WJBK are also applicable to WJBK-DT.

(a) In connection with the installation (except the installation of conduit and wires therein, the wiring of light circuits and the wiring of power circuits up to the final distribution panel), operation, maintenance, and repair of radio broadcast, television sound effects, facsimile and audio equipment and apparatus by means of which electricity is applied in the transmission, transference, production or reproduction of voice, sound and/or vision with and/or without ethereal aid, including all operation and maintenance connected with flying spot scanners, motion picture projectors and all types of recording discs, wire, audio or videotape, kinescope or television recording, and other means of recording which may supplant, substitute for, or augment the foregoing. This jurisdiction includes operation, installation, and maintenance of microphones and microphone booms.

(b) Recording operation shall include recording, re-recording and playback by means of the following: disc, wire, tape, audio tape recorders, videotape recorders, wire recorders, disc recorders and all types of playback mechanisms, including turntables, wire and tape playback equipment, kinescope recorders, and any combination of electronic cameras and motion picture cameras, such as "slave cameras". Motion picture projection machines and slide projectors and any other apparatus which is used to transmit, transfer or record light or sound for the immediate or eventual conversion into electric energy, and/or all recording operations, including the editing of tape performed by the Employer, shall be performed by Technicians. Nothing contained in this paragraph shall be deemed to apply to the playback of recordings for audition purposes only or to the viewing of film for program screening, sales, promotion, and similar purposes where not in connection with rehearsal or broadcast, it being understood that "audition" or "screening" in this instance shall not include use of broadcast or projection equipment normally used for actual program broadcasting.

(c) The work covered by this Agreement includes the operation of effect slide and/or motion picture projectors used to supplant, substitute for, or augment scenery, or live sets.

(d) Any electronic or electrical device or devices mounted on or attached to equipment operated by Technicians and/or operated from the control room shall be set up and/or operated by Technicians, with the exception of the device known as "Teleprompter," which Technicians shall attach and remove from camera dollies and/or tripods, but which, when operated from the floor, may be operated by persons other than Technicians.

(e) The technical work of editing, cutting and/or splicing of motion picture film, including motion picture film and video and other magnetic tape, is included within the jurisdiction set forth herein.

(f) The shooting of motion picture film, including the recording of sound track for such film where such work is performed by the Employer. Technicians may also be assigned to still photography and to the editing and processing of film, but the jurisdiction shall be non-exclusive.

(g) Nothing in this Agreement shall be construed as limiting the right of the Employer to purchase, use, lease or obtain by license motion picture films, video and/or audio tape produced within the 50 mile radius, there shall be no limitations on the Employer's right to use commercials announcements or programs produced by bona fide independent producers. Employer will not subcontract any work in connection with any program material contracted for by the Employer or owned or controlled by the Employer, however:

(1) The Employer may utilize "highlight" video not to exceed two (2) minutes in length of any sporting, news or special events obtained from off-air, cable or satellite feeds without a Technician being sent to the site of the event, provided all work associated with recording and editing of such feeds be performed by Technicians.

(2) The Employer may air amateur home video of breaking news stories, provided it is on an infrequent, random, non-scheduled basis, and provided the Employer does not furnish equipment for such purpose.

(h) Technicians will be assigned to operate the mobile unit when it is leased or rented to an outside producer for programs to be broadcast exclusively on WJBK-TV.

(1) Where Employer-owned power generating equipment for electrical power purposes is operated by employees of Employer in connection with remote broadcasts, field operations, or transmitter operations, such operations shall be performed by Technicians covered by this Agreement.

(i) Technical equipment built by WJBK-TV Technicians or ordered built by WJBK-TV, when used by the Employer, shall normally be installed by Technicians covered by this Agreement. The SNG truck is an example of an exception to the norm.

(j) The Employer may utilize robotic cameras provided they are installed, maintained, set-up, adjusted and their programs executed by NABET Technicians. Before such technology is utilized, the Employer agrees that Technicians will be trained to program, operate and maintain such systems so as to be afforded the opportunity to become a part of this new technology. Non-bargaining unit producers or directors may program/instruct (but not activate) robotic cameras through the newsroom computer.

(k) Technicians shall not be required to perform any work which is inconsistent with the provisions of this Article. Only Technicians shall perform any of the work where exclusive jurisdiction is specified herein.

Section 2. Persons other than Technicians may perform the following work:

(a) Mobile transmitters, such as those used in automobiles, boats, and aircraft, shall be maintained by Technicians, but may be operated by persons other than members of the bargaining unit. Notwithstanding any other provision of this Agreement, the Employer shall have the right to have independent contractors, manufacturers, or customizers, install technical equipment in the Employer's new vehicles, excluding installation of two-way radios. Upon delivery of the new vehicle, NABET will have the sole and exclusive jurisdiction of all installation and technical maintenance of such vehicle which is not otherwise covered or subject to a standard warranty.

(b) Staff Announcers, Staff News Persons and Staff News Producers/Editors may use self-contained audio portable tape recorders for the recording of news reports, news interviews, news discussions, and related news activities. In addition, the Company may assign an Announcer to record his/her own daily voice audio carts and his/her own daily voice reel to reel audio tapes within the Master Control Announcer Production Bay. The Company agrees that extension of this privilege to Staff Announcers and/or Staff Newsmen shall not be used to reduce the work force at WJBK-TV.

(c) Performers (Lecturers and bands) furnishing their own audio playback equipment to be used in connection with performance on programs produced by WJBK-TV may use and operate such audio equipment for the presentation of the programs in which they appear.

(d) Employees other than Technicians may operate audio, video or digital media equipment for:

(1) sales presentations,

(2) program critiques,

(3) auditions,

(4) recording for monitoring purposes,

(5) operate for playback only VTR equipment associated with logging, quality control, accounting, and billing purposes, and

(6) coaching and training. This use of portable (i.e., ENG) cameras, recorders, and associated equipment is allowed for this purpose, provided that it is set up, taken down and all necessary adjustments are made by NABET Technicians.

This exception shall not include use of technical equipment normally used for actual program broadcasting.

(e) Employees other than Technicians may operate electronic equipment such as telephones, computers and equipment used to perform functions traditionally performed by employees outside the bargaining unit, for accounting, administrative, sales, traffic, personnel and news writing/producing purposes. This exception shall not include the use of technical equipment normally used for actual program broadcasting, however, it shall include the ability for such computer based equipment outside the technical work areas to communicate directly with computer based systems inside the technical work areas provided such communication is used only to feed information to and from these systems and not used to control the execution of their on-air functions.

While NABET claims no exclusive jurisdiction over the non-broadcast equipment outlined above, it is understood by both parties that the Company will try to assign qualified Technicians within the Union to perform any installation and/or maintenance function associated with such equipment.

(f) The Union recognizes that the broadcast industry is undergoing significant changes and improvements and does not intend to prevent or impede such progress. The Company gives its assurance that NABET unit members will continue to perform those aspects of any new technology which require skills, training, and experience of broadcast Technicians, and further assures that it will endeavor to maximize the Technicians' exposure to new technology, training and uses of equipment and related operations. The Company agrees to provide Technicians an opportunity to enhance their skills through training, factory or otherwise. NABET and the Technicians are encouraged to bring training deficiencies on present equipment and potential opportunities to enhance the skills of Technicians to the attention of the Company for consideration but the Company will not be required to spend a minimum amount of money on training each contract year and the maximum amount shall not exceed $250,000 per year.

Without excluding jurisdiction the Union agrees:

(1) That the weathercaster and Art Department employees may operate the weathercaster's equipment, including color graphics or similar devices, for the purpose of formulating and presenting weathercasts and weather bulletins.

(2) That Art Department personnel possessing talents and skills which are related to the creation of television graphic components may operate all electronic equipment located within the Art Department, e.g., Paint Box, graphics camera, routing switcher, character generator, weather graphics, other existing equipment and later acquired graphic/animation and effects generating devices, and mixing, recording, keying and storage devices for the purpose of creating, recording, recalling, storing and screening video graphic material, both static and animated. This shall not include the entering of day to day titling, the construction of new fonts, or the entering of title or still sequence lists for automatic recall. The aforementioned graphic/animation components shall be delivered either electronically or by other means to Union work areas for airing or integration into and assembly of news, sports, commercial, promotion, public service, entertainment, etc. program material. It is understood that for any live "on-air" broadcast or "live on tape" recording, Technicians covered by this Agreement shall control and output such graphics/animation for each and every air show, videotaping, rehearsal and or audition. It is further agreed that installation, maintenance and set up of the equipment under this section is within the exclusive jurisdiction of NABET.

(3) (a) Text to be done by bargaining unit personnel:

(1) All text that goes to air on a repetitive ongoing basis, that does not fit into the exceptions listed below

(b) Exceptions for the Art Department’s entry of text:

(1) Creative or artistic work, where the text is integral to the graphic (or creates duplicate work).

(2) Text that appears as part of an artistic object (such as text on a printed page of paper).

(3) Text that is a logo design.

(4) Text that is part of a design in the background of a graphic element.

(g) Without excluding jurisdiction NABET agrees that qualified

non-station personnel from other out-of-town television

stations may operate video editing equipment for non-WJBK purposes. The editing will be restricted to one designated edit bay. No bargaining unit Technicians will be displaced as a result of such use of video editing equipment. The Union will be informed by Management prior to such use of the video editing equipment. Non-bargaining unit employees and qualified non-station personnel may operate

video tape playback devices outside normal technical work areas for screening of program material.

(h) The Company may assign non-bargaining unit employees to edit feature films in the program department.

(i) It is agreed that Managers designated by the General Manager, or the Production Manager on the weekends, may operate any and all equipment limited to the following:

(1) for the purpose of non-routine testing and evaluation (but not adjustment or repair);

(2) for the purpose of technical training and/or instruction of employees covered by this Agreement (but not to be used in place of providing factory training opportunities to Technicians);

(3) in cases of real emergency where no other qualified Technician is immediately available, but only until appropriate relief can be called in.

The Company shall supply the Union a list with the names of these three individuals upon the signing of this collective bargaining agreement. The provisions of this item shall apply to only these three (3) managers and only to the extent that such work shall not displace a Technician.

(j) Upon a two week notification to the Union, the Company may contract out promotional film once per year.

(k) The parties recognize that computer editing technology (non-linear) is rapidly evolving, and new and/or different equipment will be added to or substituted for equipment now or previously in use. It is the intent of the parties that the definition of "non-linear editing equipment" in this Section will be construed to encompass all such future editing technological developments.

The parties further agree for the term of the Agreement that:

(1) Reporters, writers and producers employed by the Company may utilize non-linear editing equipment in conjunction with and incidental to their normal job functions for the production of VO’s and VOSOT’s on hard news programs provided such work is performed in non-Engineering areas.

(2) Reporters, writers and producers employed by the Company may utilize non-linear editing equipment in conjunction with and incidental to their normal job functions to create electronic edit decision lists in the newsroom in non-Engineering areas for news purposes.

(3) (a) Up to six (6) named non-Technician employees of the Company in the first two (2) years of this contract and up to eight (8) in the third and fourth years of this contract, employed in the News and Creative Services/Promotion, may utilize non-linear editing equipment, in Engineering areas and in non-Engineering areas, in conjunction with and incidental to their normal job functions, to create and edit news features for which they have primary responsibility (news features shall be defined as long form news pieces of an unspecified duration), promos (not to exceed thirty (30) seconds), sales presentations, and elements (elements shall include, but not be limited to, bumpers, tags, opens, transitions, and animations). In no event shall such video elements air independently.

(b) Replacement of the six (6) or eight (8) named non-Technician employees is permitted if the employee(s) does not retain staff status, or with training, is incapable of performing non-linear editing functions, or is still employed but no longer performing job functions where they are involved with the news features, promos, sales presentations, and/or elements. The six (6) or eight (8) named non-Technician employees, as well as the replacement employees, cannot be hired for the sole purpose of operation of non-linear editing equipment (including tagging promos), or for the sole purpose of performing any editing functions under this Section.

(c) Input of material into the non-linear editing system(s) (including but not limited to tape) may be performed by the six (6) or eight (8) named non-Technician employees. The material that is created on the system(s) by the six (6) or eight (8) employees may be used for any purpose (i.e., air, archive, etc.). Playback of such material shall continue to be the jurisdiction of Technicians. Only two (2) copies of the edited material (e.g., each news feature, each element) may be output and all subsequent dubs of the edited material will be the jurisdiction of Technicians, subject to the provisions of the Agreement. However, in the case of promos created under the provisions of this Section, up to four (4) individually tagged versions of each such promo may be output or transferred. The foregoing is applicable to standalone systems, networked systems, and any combination thereof. Information may be transferred to/from tape and/or an archive system and/or an on-air server by the six (6) or eight (8) employees. Audio or video material that is to be input into the non-linear editing system(s) described in this Section must be generated or acquired within Article 4 of this Agreement.

(4) In all other circumstances, operation of non-linear editing equipment will be performed by Technicians. Installation and maintenance of non-linear equipment in Engineering areas and in non-Engineering areas shall be performed by Technicians, subject to the provisions of Article 4.

(5) Engineering editors shall be given the opportunity to write news and perform non-linear desktop editing for broadcast purposes.

(6) Editors and ENG/Editors will be trained on the desktop non-linear editing equipment.

(7) The Company will not lay off any staff Technicians as a result of the implementation of the provisions of this Section, nor is it the intent of the Company to reduce the number of Technicians’ editing work shifts (i.e. no direct cause -effect relationship) as a result of the implementation of the provisions of this Section.

(8) The Company agrees to post a list of the six (6) or eight (8) named non-Technician employees at a mutually agreeable location. The Company has the right to change the list every six (6) months. It is not the intent of the Company to exclude Technicians from editing any of the materials discussed in this Section, whether in Engineering areas or in non-Engineering areas.

(9) The work schedules of Technicians shall not be changed so as to provide editing time for such other employees.

(10) Once non-linear editing equipment is installed into Company vehicles the only non-bargaining unit personnel who may utilize this equipment is the on-air talent.

(l) The Company may utilize outside contractors for the installation of new control room facilities when the following conditions are met:

(1) During the design and planning stages of the new construction, a minimum of one (1) NABET bargaining unit person will be assigned. During the installation process, a minimum of two (2) NABET bargaining unit personnel will be assigned.

(2) Equipment installed in the control room will be newly purchased equipment only.

(3) Any existing equipment that is to be moved to a new location will be removed from its current location and reinstalled by NABET technicians.

(4) Upon completion of the installation phase of the work, a minimum of two (2) regular NABET Technicians will be assigned to the testing phase and be given time to participate in the testing phase.

(5) During the testing phase the new control room will not be used by other than NABET technicians to prepare or edit or send to our other distribution system (e.g. CATV, LMA, etc.) any tape or other media for “on air” or other broadcast or other production work.

(6) Upon completion of the testing phase of the control room, the outside contractor and his personnel will only be used by the Employer for advisory purposes only.

(7) Warranty work will be limited to the OEM warranty and in no case will such work be done after one year from the date the control room is used for any air or production work. In the event such warranty work is required the equipment shall be removed and reinstalled by NABET Technicians (no “lifetime warranty” provided by the outside contractor).

(8) NABET Technicians will receive adequate training in the use of the new equipment.

(9) All cable/fiber run outside the new location will be done by NABET Technicians.

Section 3. This Section expresses the parties' agreement regarding the Company's agreement with Metro Traffic Control, Inc. to provide the Company with photography and transmission by microwave of live video and audio from a helicopter to WJBK-TV for broadcast purposes. This is work normally done by NABET-CWA Technicians.

The terms of this Section are as follows:

(a) That the operator of the video camera and microwave transmitter of the above mentioned helicopter during the time that the broadcast material is being transmitted to WJBK-TV will be covered by the current collective bargaining agreement between NABET-CWA and WJBK-TV for the purposes of Union Membership (Article 7), Wages (Article 18), and Jurisdiction (Work Covered) Article 4.

(b) That the operator will pay NABET-CWA, Local 43 - Detroit its customary initiation fee for Freelance Membership within thirty (30) days of the signing of this agreement, and will pay NABET-CWA dues of one and two-thirds percent (1-2/3%) of wages earned for all time worked servicing WJBK-TV.

(c) The operator will receive no less than the minimum hourly wages for a starting Technician and will progress accordingly as set forth in Article 18 (Wages) of the current collective bargaining agreement.

(d) WJBK-TV may receive and broadcast traffic reports from Metro Traffic Control, Inc., and/or its equivalent (MDOT, etc.). WJBK-TV may also receive and broadcast live video of other news events that may occur during the time the helicopter is already in the air for the purposes of broadcasting traffic reports to WJBK-TV during the times that it normally does so.

(e) In all other conditions and circumstances not expressly waived above, aerial photography and microwave transmission will continue to be done as it has been in the past, using regular or temporary NABET-CWA Technicians and employees of WJBK-TV that are employees of WJBK-TV as defined in the current collective bargaining agreement.

ARTICLE 5

TOOLS AND EQUIPMENT

Section 1. Employer will furnish Technicians all tools and equipment necessary for the performance of duties to which assigned. Each Technician will sign a receipt for all equipment received and be responsible for care of the same which he shall return to Employer upon request. Equipment broken or worn out in service will be replaced upon return to the Company of the worn out article. The replacement cost of lost equipment or equipment not returned to the Company upon request will be charged to the Technician. When tools are assigned, the Employer will provide a lockable tool box and a safe place for storage.

Section 2. Technicians will not be responsible for missing equipment that is available to other individuals.

ARTICLE 6

DAILY RELIEF/PER DIEMS