Affiliation Agreement

Exhibit 10.5

CONFIDENTIAL TREATMENT REQUESTED

AFFILIATION AGREEMENT

AFFILIATION AGREEMENT dated as of January 1, 2000 between NWI CABLE, INC., a Nevada corporation ("Network"), and TIME WARNER CABLE, a division of Time Warner Entertainment Company, L.P., a Delaware partnership ("Affiliate").

The parties, intending to be legally bound, hereby agree as follows:

1. CERTAIN DEFINITIONS AND REFERENCES

(a) Certain Definitions . As used herein, the following terms have the meanings indicated:

"Operating Area" means that area within the United States, the District of Columbia and the territories, possessions and commonwealths of the United States at the time of this Agreement (the "Territory") where a System (as defined herein) is authorized by the appropriate governmental agency, authority or instrumentality (if required) to operate an audio or video distribution facility and is operating or is obligated to operate or become operational.

"Service" means the advertiser-supported cable television programming service known as Newsworld International (as defined in Section 4(a) hereunder).

"Service Subscriber" means a location, including, without limitation, a dwelling (whether located in a single-family or a multi-family building), hotel, motel, bar, restaurant or other residential or commercial location, to which the Service is distributed hereunder. The number of Service Subscribers in a multiple-dwelling complex that is billed for the Service on a bulk rate basis shall be computed as provided in Section 6(b).

"Systems" means the cable television systems or groups of cable television systems (whether designated as divisions or otherwise) which carry the Service and are listed on Schedule 1 attached hereto, as amended from time to time by Affiliate.

"Time Warner Cable System" means a cable television system (i) that is managed by a Time Warner Company (as defined herein) or (ii) of which Affiliate, Time Warner Inc. ("TWI"), Time Warner Entertainment Company, L.P. ("TWE"), Time Warner Entertainment-Advance/Newhouse, L.P. ("TWEAN"), TWI Cable Inc. ("TWIC") or Paragon Communications, directly or indirectly, owns or has the right to become owner of at least 25% of the equity.

"Time Warner Company" means Affiliate, TWI, TWE, TWEAN, TWIC or Paragon Communications, or any other corporation, partnership, joint venture, trust, joint stock company, association, unincorporated organization (including a group acting in concert) or other entity of which Affiliate, TWI, TWE, TWEAN, TWIC or Paragon Communications, directly or indirectly own at least twenty-five percent (25%) of the equity.

(b) Certain References . As used herein, references to the "Term", the "Term of this Agreement" or the "term hereof' shall include both the Initial Term and any Renewal Term (as defined below), if any, of this Agreement, and references to "person" shall mean an individual or a corporation, partnership, joint venture, trust, joint stock company, association, incorporated organization (including a group acting in concert) or other entity.

(c) Computing Indirect Ownership . For the purposes of computing the percentage of equity of an entity that is indirectly owned by a person, the following rules shall apply: (i) the percentage of equity in each entity in the chain of ownership that is owned by another entity in such chain shall be multiplied together; and (ii) the percentage of equity indirectly owned through different chains of ownership shall be added together. For example, assume a person owns 100% of the equity of entity A, which, in turn, owns 50% of the equity of entity B which, in turn, owns 50% of the equity of entity C. In this case, such person owns 25% of the equity of entity C. Next, assume


such person also owns 80% of the equity of entity D which, in turn, owns 40% of the equity of entity E, which, in turn, owns 20% of the equity of entity C. In this case, such person owns an additional 6A% of the equity of entity C and a total of 31.4% of the equity of entity C.

2. RIGHTS

(a) Grant of Rights . During the Term, Network hereby grants to Affiliate, and Affiliate hereby accepts from Network:

(i) the non-exclusive right, but not the obligation, during the Term, to exhibit and distribute the Service (whether in analog and/or digital format, whether digitized, compressed, modified, replaced or otherwise manipulated) via cable or other transmission path to any person in an Operating Area;

(ii) the non-exclusive right to exhibit and distribute the Service (whether in analog and/or digital format, whether digitized, compressed, modified, replaced or otherwise manipulated) to satellite master antenna television systems ("SMATVs"), multipoint distribution services ("MDSs"), multichannel multipoint distribution services ("MMDSs"), equipment owned or operated by the owners or residents of individual dwelling units for private viewing capable of receiving audio/visual signals and/or programming directly via satellite (including, without limitation, C-Band and Ku-Band signals), as modified, manipulated, compressed or replaced now or in the future ("TVROs"), and all other methods of distributing or receiving audio/visual signals and/or programming, excluding traditional broadcast television ("Other Distribution Methods"), in an Operating Area, in any area of a county in which an Operating Area is located and in any county adjacent to such a county; and

(iii) the non-exclusive right to exhibit and distribute the Service nationwide to TVRO or Direct Broadcast Service ("DBS"), including tier-bit access rights, but excluding DBS systems for which Network has a binding written distribution agreement as of the date hereof (e.g., DirecTV).

(b) Sublicense and Bulk Distribution Rights . During the Term, Affiliate shall have the right to grant sublicenses hereunder to third-party distributors of cable television programming or services to SMATVs, MDSs, MMDSs, TVROs or Other Distribution Methods, provided, however, that any subscribers receiving the Service pursuant to the rights granted in this Section 2(b) are counted as Service Subscribers for purposes of calculating the Fee (as defined in Section 6(a) hereunder) payable by Affiliate to Network. During the Term, each System shall have the right to distribute the Service on a bulk rate basis to multiple-unit dwelling complexes, including, without limitation, apartment complexes, condominiums, cooperatives, hotels and motels.

(c) Addition and Deletion of Systems . Affiliate shall have the unilateral right at any time and from time to time, during the Term, to amend Schedule I attached hereto so as to (i) update or correct any information contained therein, (ii) delete any or all Systems listed therein and (iii) add thereto any Time Warner Cable System; provided, however, that Affiliate shall give at least thirty (30) days' written notice to Network prior to any System deletion pursuant to subsection (ii) hereunder. Affiliate shall delete from Schedule 1 attached hereto any cable television system then listed thereon that ceases to be (and is not then deemed under Section 9(d) to be) a Time Warner Cable System promptly after such cessation. Each such amendment shall become effective (i) on such date as may be set forth in such notice (which date may precede or follow the date on which such notice is given) or (ii) if such amendment relates to the addition of a cable television system that became a Time Warner Cable System by reason of an acquisition, on the effective date of such acquisition. If a Time Warner Cable System is added to Schedule 1 attached hereto and, upon the effective date of such addition, such Time Warner Cable System had the right to distribute the Service pursuant to another affiliation agreement with Network, then, notwithstanding anything contained to the contrary in such other affiliation agreement, as of such effective date, upon

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Affiliate's sole and exclusive election, any then-existing agreement between Network and any third party applicable to any such System for carriage of the Service shall either remain effective with respect to such System until the expiration of the applicable term of such then-existing agreement or terminate and cease to be effective with respect to such System as of the date of such addition.

3. TERM

(a) Initial Term . Unless earlier terminated pursuant to the terms of this Agreement, the "Initial Term" of this Agreement shall be [*], commencing upon the date hereof.

(b) Renewal Term . The Term shall automatically be renewed for [*], commencing upon the expiration o the Initial Term (the "Renewal Term"), unless (i) the Initial Term shall have been terminated in accordance with this Agreement prior to the expiration thereof or (ii) Affiliate shall have given written notice to Network that this Agreement shall not be renewed at least ninety (90) days prior to such expiration.

4. CONTENT OF THE SERVICE

(a) Service . The Service means the "NEWS WORLD INTERNATIONAL" Channel, a twenty-four (24) hour per day, seven (7) day a week, advertiser-supported and satellite-delivered video programming service consisting solely of international news and news features providing coverage of global events and news analysis sourced primarily from outside the United States, which at all times during the Term shall be similar (in terms of the nature, content, type, quality of programs and the relative quantity of different types of programs) in all material respects to the programming set forth on the program schedule attached hereto as Exhibit A. Network agrees that (i) the Service shall not carry programming which if it had been rated, or if rated, would have received or has received a rating which could not be distributed on broadcast television or which contains full frontal nudity; (ii) the Service shall not carry "infomercials" or home shopping programming for more than six (6) hours per day before, or four (4) hours per day following, the "Pre-emption Date", as defined in Section 4(i) below, which may only occur between the hours of 2:00 a.m. and 8:00 a.m., prevailing Eastern Time. Network agrees that, on a quarterly basis during the Term of this Agreement, Network will send one (1) copy of its monthly program schedule, to the extent available, to Affiliate, in care of: Director of Programming.

(b) Vertical Blanking Interval . Network retains and reserves any and all rights in and to all signal distribution capacity contained within the analog bandwidth of the signal of the Service and/or the appropriate equivalent portion of the digital signal for the Service (including, without limitation, an MPEG private data stream), between Network's uplink facilities and the Systems' or Affiliate's other first downlink facilities. Affiliate retains and reserves any and all rights in and to, and may use in its sole discretion, all signal distribution capacity contained within the bandwidth of the signal of the Service between each System or other first downlink facility and the Service Subscribers. Notwithstanding the foregoing, if Network uses: (i) one (1) line of the Vertical Blanking Interval or its digital equivalent ("VBI") contained within the bandwidth of the signal of the Service for closed-captioning for the hearing impaired, (ii) one (1) or more lines of the VBI contained within the bandwidth of the signal of the Service (which number of lines shall be limited to the minimum number of lines necessary to comply with applicable law) solely and exclusively for the transmission of data for the identification and rating of video programming that contains sexual, violent or other indecent material in accordance with applicable law, and/or (iii) one (1) or more audio subcarrier that is required for foreign-language second audio programming ("SAP"), then Affiliate shall transmit such closed-captioning service, identification and programming rating [*] CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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data, and/or foreign-language SAP to Service Subscribers so long as there is no charge to Affiliate, any System or any Service Subscriber for any of the foregoing. Network covenants that no other information, service, programming, data, material or product shall be contained on the same line(s) of the VBI as any closed-captioning service, identification and rating data, and/or foreign-language SAP. Nothing herein shall preclude Affiliate from exercising and exploiting the rights retained and reserved by Affiliate pursuant to this Section 4(b) by any means and in any locations freely and without restriction; provided, however, that any such use by Affiliate or the Systems shall not materially degrade, or otherwise materially interfere with, the picture quality of the Service or the principal audio portion of the signal.

(c) Ownership of and Responsibility for the Service; Termination . Network represents and warrants that it has and will have the right to grant the rights granted herein, free and clear of all liens, restrictions, charges, claims and encumbrances; that it has obtained and will maintain all consents, licenses, permits, exemptions, authorizations and consents necessary to fully perform this Agreement; and that neither the Service nor any programming contained therein (i) is or will be libelous, slanderous, obscene, defamatory or indecent or (ii) violates or infringes or will violate or infringe the civil or property rights, copyrights (including, without limitation, music synchronization and performance rights and dramatic and non-dramatic music rights), trademark rights, patent rights or rights of privacy of any person. Notwithstanding anything contained in this Agreement to the contrary, Affiliate shall have the right to terminate this Agreement by giving written notice to Network at any time after Network breaches any representation or warranty set forth in this Section 4(c); provided, however, that Affiliate shall, upon giving Network written notice of such violation, give Network thirty (30) days to cure such violation.

(d) Commencing on the date on which Affiliate first pays Fees (as defined in Section 6(a) hereunder) no less than once per day in alternating day parts, the Service shall include the following audible message: "This programming is brought to you, in part, by fees paid by your local cable or satellite television company."

(e) During the Term, Network shall provide the Service in its entirety to Affiliate. When the phrase "in its entirety" is used in this Section 4(e), it means that the Service, as received by any single Service Subscriber, shall, at any given point in time, be the same as the programming received by all other subscribers to the Service at such point in time. If Network fails to provide the Service in its entirety to Affiliate (i.e., the programming received by any subscriber to the Service at a given point in time is different from the programming received by any Service Subscriber at such point in time), then Affiliate shall have the unconditional right to elect which of such programming it desires to receive and utilize at any System, which programming it desires to subdistribute as permitted by this Agreement, and/or which programming it will authorize for reception by Subscribers who are customers of Affiliate or an affiliate of Affiliate.

(f) At least [*] of the programming on the Service from 7:00 p.m. to 9:59 p.m., prevailing Eastern Time, and at least [*] of the programming on the Service from 10:00 p.m. to 6:59 p.m., prevailing Eastern Time, each day, shall be "original programming" distributed exclusively on the Service at all times throughout the Term. For purposes of this Agreement, "original programming" shall mean (i) programming that is produced by or on behalf of Network, (ii) programming that is significantly altered or customized or includes interstitial programming or introductory program openings and closings, in either case sufficient to "brand" or identify the programming as a production of Network, (iii) programming that has not previously been exhibited or distributed by any other video or audio programming services distributor within the Territory or (iv) programming available exclusively on Network.

(g) If, for any reason, including, without limitation, causes beyond the control of Network, Affiliate, in good faith, determines that the Service includes programming prohibited in Section 4(a) or 4(i) hereof and/or does not include programming of at least the quantity, quality, [*] CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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type and content as required in Section 4(a), 4(f) and 4(i) hereof, then Affiliate may, at its option, either (i) discontinue carriage of the Service on any or all Systems and delete such System or Systems from Schedule 1 hereof, effective at any time by giving Network thirty (30) days' prior written notice; provided, however, Affiliate shall give Network thirty (30) days to cure such programming in violation of Section 4(a) or 4(f) hereof; or (ii) receive credit against the Fees (as defined herein) in the proportion that the hours of programming each day that either is prohibited or deviates from the programming required herein to the total hours the Service is transmitted each day (such credit to be applied against the Fees in any month).

(h) Except as otherwise agreed in writing, Affiliate shall not be obligated to distribute any material or information contained or embedded in or around any portion of the feed (whether analog or digital) provided to Affiliate (the "Signal") for the Service that is not essential to and a part of the Service programming. Network further agrees that it shall not embed any material or information into or around any portion of the Signal that cannot be removed and/or blocked at any System headend. Network further agrees that it shall provide Affiliate with written notice of its intention to embed any information in or around such Signal prior to the commencement of such embedding or at the time of execution of this Agreement if it is presently embedding such information. Network shall give Affiliate thirty (30) days' prior written notice if it intends to embed any material, data or information. Nothing contained within this Section 3(h) shall be construed in any way to prohibit or restrict Network's use of the VBI consistent with and as specified in Section 4(b) hereof

(i) Commencing on the date upon which the Service is distributed to at least twenty-five million (25,000,000) subscribers (the "Pre-emption Date"), (i) any infomercial programming included in the Service shall be subject to preemption by Affiliate in any or all Systems, in Affiliate's sole and absolute discretion, upon at least thirty (30) days' notice to Network, and no System shall be obligated to distribute any such infomercial programming; and (ii) Affiliate shall have the right in any or all Systems to insert programming and advertisements of its choice on the channel otherwise identified with the Service during any period that the Service contains any infomercial programming; provided, that Affiliate shall at the beginning of any programming that it so inserts, indicate that such programming is not Service programming. Notwithstanding Affiliate's preemption rights hereunder, if Affiliate elects, at its option, to distribute any or all of the infomercial programming included in the Service in any System(s), Network shall fully indemnify Affiliate, as provided in Section 12 hereof, for any and all Costs (as defined herein) arising out of or relating in any way to its distribution of any such infomercial programming.

(j) [*] [*] CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.

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5. DELIVERY AND DISTRIBUTION OF THE SERVICE

(a) Transmission and Reception . Network shall, at its own expense, (i) transmit analog and/or digital signals for the Service via a domestic communications satellite(s) commonly used for transmission of cable television programming signals, and (ii) fully encode and scramble the satellite signal for the Service (and shall include in such satellite signal cue tones and other data necessary to transmit the signal, utilizing technology, standards, practices and procedures that are generally accepted throughout the cable television industry). Affiliate shall provide and operate, or cause to be provided and operated, all equipment and facilities (including earth stations and decryption devices) necessary for the reception of such Network signal and the distribution of such signal to Service Subscribers. Network represents and covenants that no facilities or equipment are or will, during the Term, be necessary for such reception and distribution which a cable television system operator would not otherwise use in connection with the reception and distribution of satellite signal transmitted by widely distributed cable television programming (other than conventional decoders).

(b) Network's Signal Quality . Network shall deliver to Affiliate and/or each System and third-party distributor of the Service hereunder a video and audio signal for the Service of a quality at least comparable to the quality of the video and audio signal then delivered by other widely distributed cable television programmers for the appropriate type of carriage (i.e., digital or analog).

(c) Affiliate's Signal Quality . Affiliate will cause the Systems to distribute to their Service Subscribers a video and audio signal for the Service of a quality at least comparable to the quality of the video and audio signal presently distributed by the Systems with respect to other widely distributed cable television programming, but in no event higher than the technical quality of the video and audio signal delivered by Network hereunder.

(d) Network hereby grants Affiliate, and any affiliate of Affiliate, the right to receive the signal of the Service, to digitize, compress, modify, replace or otherwise technologically manipulate the signal, and to transmit the signal as so altered (the "Altered Signal") to a satellite, or to locations within the continental United States designated by Affiliate (in its sole and absolute discretion), for redistribution to terrestrial or other reception sites capable of receiving and utilizing the Altered Signal, provided that no such alteration, transmission, redistribution, reception or other use will cause a material change in a viewer's perception of the principal video or audio presentation of the Service. Furthermore, Network shall not change the signal of the Service in such a way as to technically or technologically defeat, or otherwise interfere with, Affiliate's, any affiliate's of Affiliate, or any System's rights under this Section. In the event Network interferes with or otherwise prevents receipt, digitization, compression, modification, replacement, utilization or manipulation of the signal of the Service by Affiliate, any affiliate of Affiliate, or any System pursuant to the terms of this Section 5(d), then, in addition to any other rights Affiliate may have at law or in equity, Affiliate shall have the right to immediately delete any or all Systems from Schedule 1 of this Agreement and to immediately discontinue carriage of the Service on any or all Systems.

(e) Change in Satellite . In the event Network, at its sole and exclusive direction, changes the satellite from which the Service is transmitted to a satellite or other transmission medium with the result that Affiliate would incur expenses in order to receive the Service after such change, Network shall promptly reimburse such System or Systems, as the case may be, for its pro rata share of the cost to such System or Systems to acquire and install equipment necessary for such System or Systems to continue to receive the signal of the Service (as well as the signal of other cable television programming services) from such new satellite or other transmission medium. Network agrees to provide Affiliate with at least ninety (90) days' prior written notice of a satellite change; provided, however, that if a satellite change is the result of a force majeure event as set

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forth in Section 10 hereof, Network agrees to provide Affiliate with written notice as soon as practicable.

(f) Change in Encryption Method or Digitization . In the event Network, at its sole and exclusive direction, either (i) changes the technology it uses to encrypt the Service or (ii) compresses, digitizes or otherwise modifies the signal of the Service with the result that Affiliate would incur expenses in order to receive the Services after such change, Network shall promptly reimburse such System or Systems, as the case may be, for its pro rata share of the cost to such System or Systems to acquire and install equipment necessary for such System or Systems to descramble, receive and/or utilize the signal of the Service (as well as the signal of other cable television programming services). Network agrees to provide Affiliate with at least ninety (90) days' prior written notice of a technology change as set forth in subsections (i) and (ii) above; provided, however, that if a technology change is the result of a force majeure event as set forth in Section 10 hereof, Network agrees to provide Affiliate with written notice as soon as practicable.

(g) Carriage . Any System or third-party distributor of the Service that carries the Service hereunder shall distribute the Service on a full-time basis. Any System or third-party distributor may carry the Service on a part-time basis only with the Network's prior consent; provided, however, that, if Network has authorized or authorizes the part-time carriage of the Service by a third-party distributor, Affiliate may carry the Service on any System or distribute the Service to any third party distributor hereunder on a part-time basis without Network's prior consent. Except as otherwise provided herein, the Systems, if any, will distribute the Service during the hours it is carried by such Systems, without alteration, editing or delay. Network agrees that Affiliate will have complete authority to control, designate and change the channel over which the Service is to be carried on each System.

(h) Packaging . Each System or third-party distributor of the Service may carry the Service on any level or tier of service.

(i) Reproduction Limitations . Subject to the last sentence of this Section 5(i), Affiliate shall not, and shall not authorize other persons to, copy, tape or otherwise reproduce any part of the Service without Network's prior written authorization. Neither Affiliate nor any person distributing the Service in accordance herewith shall be responsible or liable for home taping of all or any part of the Service by Subscribers. This Section 5(i) does not restrict the practice of connecting its Subscribers' videotape recorders, or other devices susceptible to use for home duplication of audio or video programming, to the facilities of a System.

(j) Network may deliver the Service to Affiliate via direct digital satellite feed, third-party digital service provider or both. Network shall not charge any fee to Affiliate in respect of Network's delivery of the Service via such direct digital feed. Network shall pay any transport fee charged by such third-party provider in connection with delivering the Service to Affiliate unless Affiliate elects to receive the Service solely from the third-party instead of via Network's direct digital satellite feed (if so provided by Network). In such circumstance, Affiliate agrees to be responsible for any applicable transport fees.

6. FEES

(a) Monthly Fee . For each calendar month during the Term, Affiliate shall pay to Network a fee in consideration for the rights granted herein ("Fee" or "Fees"). The Fee for each such month shall, subject to adjustment as provided herein, be equal to the result of the multiplication of the average number of Service Subscribers during such calendar month calculated by adding the number of Service Subscribers on the first day of the month to the number of Service Subscribers on the last day of the month and dividing by two, by the monthly rate set forth in Schedule 2 attached hereto.

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(b) Bulk Billed Subscribers . Notwithstanding anything contained herein to the contrary, the number of Service Subscribers in ...