Primary Television Affiliation Agreement for KDNL - American Broadcasting Companies Inc. and WPGH Inc.
March 17, 1997
PRIMARY TELEVISION AFFILIATION AGREEMENT
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River City Broadcasting, L.P./WPGH, Inc.
TELEVISION STATION: KDNL - St. Louis, MO
Gentlemen:
The following shall constitute the agreement between American Broadcasting
Companies, Inc. ("ABC" or "we") and WPGH, Inc. ("you"), in order that your
station may continue to serve the public interest, convenience and necessity. It
is acknowledged that River City Broadcasting, L.P. ("RCB") has assigned all of
its rights, obligations and liabilities under this Agreement to WPGH, Inc., a
wholly-owned subsidiary of Sinclair Communications, Inc., and that RCB is
signing this Agreement solely at the request of ABC, and because River City
License Partnership ("RCLP"), a subsidiary of RCB, is the licensee of KDNL, St.
Louis, Missouri. RCB agrees that it and RCLP shall not interfere with the
performance of the obligations of WPGH, Inc. hereunder. ABC agrees that RCB is
responsible for all rights, obligations and liabilities under this Agreement
arising prior to May 31, 1996, and that RCB is released from all rights,
obligations and liabilities under this Agreement relating to the period or
arising after May 31, 1996. We and you hereby mutually agree upon the following
plan of network cooperation:
I. NETWORK AFFILIATION AND PROGRAM SERVICE
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A. PRIMARY AFFILIATION. You agree to serve as our primary affiliate to
broadcast Network Television Programs, in the community to which your station is
licensed by the Federal Communications Commission, subject to the conditions and
limitations set forth herein. As used in this Agreement, Network
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Television Programs means all television programs which are part of the network
schedule for the then current September to September television season,
broadcast on a national television basis and in the time period established for
such broadcast by ABC. (Network Television Programs will also be referred to
herein as "network programs," "television programs," "programs" or "programming"
or in the singular of such terms.)
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B. FIRST CALL RIGHTS. To enable you to serve as our primary affiliate,
we agree to offer you first call on the right to broadcast all Network
Television Programs, in the time period established by ABC for their broadcast,
in the community to which your station is licensed by the Federal Communications
Commission ("First Call Rights"), for reception by the general public in places
to which no admission is charged. Notwithstanding the foregoing, ABC shall have
the right to authorize any television broadcasting station, regardless of the
community to which it is licensed by the FCC, to broadcast any network
presentation of a subject we deem to be of immediate national significance
including, but not limited to, a Presidential address.
1. You agree that, within 15 days of the date of our offer of a
First Call Right to a regularly scheduled network program, you
will advise us of your acceptance (if requested to do so by
the terms of our offer) or rejection. With respect to any
network program not regularly scheduled, you will advise us of
your acceptance or rejection of our offer of a First Call
Right within 72 hours (exclusive of Saturdays, Sundays and
holidays) after such offer has been received at your station.
However, if the first broadcast referred to in our offer is
scheduled to occur within less than 15 days after the date of
our offer with respect to regularly scheduled network programs
or less than 72 hours after our offer has been received at
your station with respect to network programs not regularly
scheduled, you shall notify us of your acceptance or rejection
of such offer as promptly as possible, but in no event after
the first broadcast time specified in such offer. Acceptance
by you of our offer of a First Call Right shall constitute
your agreement to broadcast subject network program in
accordance with the terms of this Agreement and of our offer
to you. As an ABC primary affiliate, you are obligated to
accept the substantial majority of the ABC network programs
offered to you. Your failure to do so shall constitute a
material breach of this Agreement entitling ABC, in addition
to all other remedies, to terminate this Agreement on fourteen
(14) days written notice to you.
2. You will be offered "First Call Rights" with respect to:
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a. Network Sponsored Programs. "Network sponsored programs",
as used in this Agreement, shall mean those Network Television
Programs which contain one or more commercial announcements
paid for by or on behalf of one or more ABC Network
advertisers.
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You agree to broadcast network sponsored programs in their
entirety, including but not limited to the network commercial
announcements ordered for your station, network
identifications, program promotional material or credit
announcements contained in such programs which you accept,
without interruption or deletion or addition of any kind.
Notwithstanding the foregoing, you may substitute other ABC
Network promotional announcements in lieu of program
promotional material which is inaccurate as it pertains to
your station. It is also understood that no commercial
announcement, promotional announcement or public service
announcement will be broadcast by you during any interval
within a network program designated by ABC as being for the
sole purpose of making a station identification announcement.
b. Network Sustaining, Cooperative and Spot Carrier Programs.
i) We will from time to time offer you live or
recorded Network Television Programs identified as
sustaining programs, cooperative programs or spot
carrier programs. Except as set forth below in
subparagraphs (ii) and (iii), you agree to broadcast
such programs which you accept in their entirety
without interruption or deletion or addition of any
kind.
ii) The network sustaining programs which we may
offer to you may not, without our prior written
consent, be sold by your station for commercial
sponsorship or interrupted for commercial
announcements or used for any purpose other than
sustaining broadcasting.
iii) You may carry the cooperative or spot carrier
programs on the same basis as regular sustaining
programs or you may offer them for commercial
sponsorship on terms and conditions specified by us
at the time such programs are offered to you.
C. PROGRAM DELIVERY. By means satisfactory to us, we will arrange, at
our own expense, for programs to be delivered to your
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The information marked below with * and [ ] has been omitted pursuant to a
request for confidential treatment. The omitted portions have been separately
filed with the Commission.
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station.
II. TERM
----
This agreement shall become effective at 5:00 AM, CDT, on the [*
] and shall continue until 5:00 AM, CDT, on the [*
] 2005.
<PAGE>
The information marked below with * and [ ] has been omitted pursuant to a
request for confidential treatment. The omitted portions have been separately
filed with the Commission.
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III. NETWORK STATION COMPENSATION
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Your compensation will be determined by the formula set forth in
Schedule A attached hereto and made a part hereof and pursuant to the terms of
sections III(E) and (F) below.
A. Your network station rate, the table of daypart percentages and the
network weekly deduction set forth in Schedule A (respectively, the "Original
Network Station Rate," the "Original Percentages" and the "Original Network
Deduction") shall be used to calculate your compensation provided that the
following conditions are satisfied:
1. Your station will maintain [* ] level of clearances of ABC
network programs [*
]
2. Your station's preemption levels for network programming will not
exceed [* ] half-hours for any calendar year of the term
of this Agreement or any pro rata portion thereof.
3. [* ]
B. 1. If you fail to satisfy any of the conditions set forth in
paragraph A of this Section, and we give you written notice of such failure, you
shall have ninety (90) days from receipt of such notice to return to complying
fully with such conditions. If at the end of such ninety (90) day period, you
fail to return to complying fully with such conditions, in addition to the
remedy set out in paragraph C of this Section, we will have the right to
reevaluate and change (a) your station's network station rate, (b) the
percentages set forth in the Table in Schedule A, or (c) your station's network
weekly deduction, by notice to you in writing to such effect. If the effect of
such changes, alone or in combination with any other previous such changes,
would be to decrease your annual network compensation under Schedule A, using
the Original Network Station Rate, the Original Percentages and the Original
Network Deduction, by more than 25%, you may, if you so elect, terminate this
Agreement by giving us prior written notification within forty-five (45) days
after the date of our notice to you, provided that such termination will not be
effective less than one hundred twenty (120) days after your notice is
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The information marked below with * and [ ] has been omitted pursuant to a
request for confidential treatment. The omitted portions have been separately
filed with the Commission.
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received by us.
2. If after your compensation has been reduced in accordance
with paragraph B(1) of this Section, you thereafter return to complying fully
with all of the conditions set forth in paragraph A of this Section, your
compensation will (subject to the rights reserved to us under paragraphs B(1)
and C of this Section) be calculated by using the Original Network Station Rate,
the Original Percentages and the Original Network Deduction.
C. If you fail at any time to satisfy any of the conditions set forth
in paragraph A of this Section, and we give you written notice of such failure,
you shall have ninety (90) days from receipt of such notice to return to
complying fully with such conditions. If by the end of such ninety (90) day
period, you fail to return to complying fully with such conditions, we shall
have the right, in our sole discretion, in addition to the remedy set forth in
paragraph B of this Section, to terminate this Agreement upon no less than two
hundred seventy (270) days written notice to you.
D. [*
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The information marked below with * and [ ] has been omitted pursuant to a
request for confidential treatment. The omitted portions have been separately
filed with the Commission.
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]
E. [*
]
F. [*
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The information marked below with * and [ ] has been omitted pursuant to a
request for confidential treatment. The omitted portions have been separately
filed with the Commission.
10
]
IV. NETWORK NON-DUPLICATION PROTECTION
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You shall be entitled to network non-duplication protection provided as
and to the extent set forth in Rider One to this Agreement, which is attached
hereto and made a part hereof.
V. CUT-IN ANNOUNCEMENTS AND LOCAL TAG SERVICES
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A. CUT-IN ANNOUNCEMENTS. "Cut-In Announcements", as used
herein, shall mean the substitution of a special commercial in
place of a regularly scheduled network commercial.
1. Upon at least twenty-four (24) hours' notice, you shall, at our
request, furnish such personnel and equipment as may be necessary to
(a) broadcast cut-in announcements from your station alone, or (b)
originate from your station cut-in announcements to one or more other
stations, without regard to whether or not your station is requested to
broadcast said cut-in announcement(s). Notwithstanding anything
contained in this Agreement, you may refuse to broadcast any such
cut-in announcement in the community to which your station is licensed
by the FCC if, in your opinion, it is not in the public interest,
convenience or necessity, but you shall nevertheless furnish such
personnel and equipment as may be necessary to originate such cut-in
announcement(s) from your station to one or more other stations.
2. Cut-in announcements shall be broadcast only when authorized by us
and then only in accordance with the instructions furnished to you. You
will be supplied, as promptly as possible, with the material and
instructions for these announcements.
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3. We may cancel any order for cut-in announcements without liability
on our part, provided we do so upon not less than twenty-four (24)
hours' notice to you, failing which, we will pay you the compensation
you would have received if the announcement(s) had continued as
scheduled for twenty-four (24) hours following receipt by you of such
notice of cancellation.
4. For each program during which such cut-in announcements are
included, we shall pay you in accordance with the applicable table set
forth in Schedule B hereto and hereby made a part hereof.
B. LOCAL TAG SERVICES. "Local Tag Announcements", as used herein, shall
mean a visual commercial announcement, made by you on behalf of a local dealer
of a network advertiser, not exceeding ten seconds of a one-minute network
commercial announcement or five seconds of a thirty-second network commercial
announcement projected by means of a slide and not utilizing more than two (2)
slides.
1. Upon at least twenty-four (24) hours' notice, you shall, at our
request, furnish such personnel and equipment as may be necessary to
broadcast "local tag announcements".
2. Local tag announcements shall be broadcast in accordance with our
instructions. The network advertiser shall supply to you or purchase
from you, as promptly as possible, the slide(s) for each local tag
announcement. Local tag announcements shall not be accompanied by oral
announcements unless the network advertiser shall make direct requests
of you therefor and shall have assumed sole responsibility for payment
of such oral announcements.
3. We may cancel any order for local tag announcements without
liability on our part provided we do so upon not less than twenty-four
(24) hours' notice to you, failing which we will pay you the
compensation you would have received if the local tag announcement(s)
had continued as scheduled for twenty-four (24) hours following receipt
by you of such notice of cancellation.
4. For each local tag announcement which you broadcast, we
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shall compensate you in accordance with the applicable table set forth
in Schedule B hereto and hereby made a part hereof.
VI. GENERAL
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A. We may at any time, upon notice to you, substitute for any scheduled
network program another network program, except that if such other network
program in our judgment involves a special event of public interest or
importance, no such notice is required. No compensation will be paid to you for
the scheduled program or for the substitute program unless such substitute
program is a network sponsored program in which event you shall be compensated
in accordance with the terms or formula, whichever is applicable, set forth in
Schedule A hereof.
B. Nothing contained in this Agreement shall be construed to prevent or
hinder us, at any time upon notice to you as soon as practicable, from canceling
one or more network programs, whether sponsored or sustaining, in which event
you shall receive no compensation for any such canceled network sponsored
program(s).
C. With respect to network programs offered or already accepted
pursuant to this Agreement, nothing herein contained shall be construed to
prevent or hinder you from exercising your rights under Federal Communications
Commission rules to:
a) reject or refuse network programs which you reasonably believe to be
unsatisfactory, unsuitable or contrary to the public interest; or
b) substitute a program, which in your good faith opinion, is of
greater local or national importance.
We shall not compensate you for any such program you have refused or rejected or
for which you have substituted a program which is of greater local or national
importance. With respect to programs already accepted hereunder, you shall give
us prompt notice of any such refusal, rejection or substitution no later than
fourteen (14) days prior to the air date of such programming, except where the
nature of the substitute program makes such notice impracticable (e.g., coverage
of breaking news or other unscheduled events), in which case you agree to give
us as much advance notice as possible under the circumstances. Such notice shall
include a statement of
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the reason(s) you believe that a rejected or refused network program is
unsatisfactory, unsuitable or contrary to the public interest, and/or that a
substituted program is of greater local or national importance.
In addition to all other remedies, we shall have the right, upon thirty
(30) days' notice, to terminate your "First Call Rights" on any series of
Network programs already accepted hereunder and withdraw all future episodes of
that series if one or more individual program episode(s) is pre-empted by you
for any reason other than those set forth in (a) and (b) above.
We shall also have the right, upon thirty (30) days' notice, to
terminate your "First Call Rights" concerning any series of Network programs
already accepted hereunder and to withdraw all future episodes of that series if
three or more individual program episodes are pre-empted by you in any
thirteen-week period, whether or not such pre-emptions are for the reasons set
forth in (a) and (b) above. Such thirteen-week periods shall be measured
consecutively from the first broadcast date of the program series in question.
We reserve the right not to offer you the "First Call Rights" for the
next broadcast season on any series of Network program as to which we have
terminated your "First Call Rights" and withdrawn future episodes of that series
pursuant to this Paragraph and which has been placed by ABC on another station
serving your market.
D. You will submit to us in writing, upon forms provided by us for that
purpose, such reports covering network programs broadcast by your station as ABC
may request from time to time. To verify your carriage of network commercial
announcements, identifications and program promotional material, we may require
delivery by you, within five (5) days of our request, copies of your official
station logs, air checks or broadcast tapes.
E. Neither you nor we shall incur any liability hereunder because of
our failure to deliver, or your failure to broadcast, any or all network
programs due to:
(a) failure of facilities
(b) labor disputes, or
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The information marked below with * and [ ] has been omitted pursuant to a
request for confidential treatment. The omitted portions have been separately
filed with the Commission.
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(c) causes beyond the control of the party so failing to deliver
or broadcast.
F. You agree to notify us of any application made to the Federal
Communications Commission to modify your station's transmitter location, power,
frequency or hours of operation within ten (10) days of the filing of such
application. In the event that the transmitter location, power, frequency or
hours of operation of your station are changed at any time so that your station
is of substantially less value to us as a network outlet than it is as of the
effective date of this agreement, including but not limited to,as a result of
material additional overlap of your station's broadcast signal with that of
another ABC affiliate, we will have the right to terminate this Agreement upon
thirty (30) days' advance written notice.
G. Except upon our prior written consent, which consent shall not be
unreasonably withheld, you agree that your station will not enter into any local
marketing or time brokerage agreement whereby another television station
supplies programming to your station[*
] If you enter into
such an agreement in violation of this section VI(G), we shall have the right to
terminate this Agreement upon fourteen (14) day's notice to you.
H. Unless we exercise our right of termination set forth in this
paragraph, this Agreement shall be binding on any assignee or transferee of your
station's license. You agree not to assign or to transfer any of the rights or
privileges granted to you under this Agreement to any person or entity [*
] without our prior consent in writing. You also
agree that if any application is made to the Federal Communications Commission
pertaining to an assignment or a transfer of control of your license, or any
interest therein, you shall notify us in
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The information marked below with * and [ ] has been omitted pursuant to a
request for confidential treatment. The omitted portions have been separately
filed with the Commission.
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writing immediately of the filing of such application. Except as to assignments
or transfers of control comprehended by Section 73.3540(f) of the Rules and
Regulations of the Federal Communications Commission [*
] we shall have the unilateral right to terminate this
Agreement effective as of the effective date of any assignment or transfer of
control (voluntary or involuntary) of your license or any interest therein,
provided ABC shall have given you notice in writing of such termination within
thirty (30) days after we have been advised that such application for assignment
or transfer has been filed with the Federal Communications Commission. If you
fail to notify us of the assignment or transfer of control of your station's
license, we shall have the unilateral right, as a non-exclusive remedy, to
terminate this Agreement within thirty (30) days of receiving notice of said
assignment or transfer or control.
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You agree that you shall not consummate any assignment or transfer of
control of your station's license until you have procured and delivered to us,
in form satisfactory to us, the acknowledgment of the proposed assignee or
transferee that, upon consummation of the assignment or transfer of control of
your station's license, the assignee or transferee will assume and perform this
Agreement in its entirety without limitation of any kind. You agree that in view
of the uniqueness of the plan of network cooperation set forth in this Agreement
and the fact that money damages would be inadequate to compensate ABC for the
breach of your obligations hereunder, in addition to all other remedies, ABC
shall be entitled to obtain equitable relief to enforce the obligations set
forth in this paragraph.
I. Your rights under this Agreement are limited to the First Call
Rights to Network Television Programs pursuant to the terms herein. You agree
not to authorize, cause, permit or enable the use of any program which we supply
to you herein for any purpose other than broadcasting by your station pursuant
to the terms herein, in the community to which your station is licensed by the
Federal Communications Commission, for reception by the general public in places
to which no admission is charged. You agree when you are authorized to tape a
program for subsequent broadcast that the recording will be broadcast not more
than once in its entirety and will be erased within six (6) hours of use. All
rights not specifically granted to you by this Agreement shall be retained by
ABC.
J. Except with our prior written consent and except upon such terms and
conditions as we may impose, you agree not to authorize, cause, permit or enable
anything to be done whereby a recording on film, tape or otherwise is made or a
recording is broadcast, of a program which has been, or is being, broadcast on
our network, or a rebroadcast is made of the broadcast transmission of your
station during any hours when your station is broadcasting a program provided by
ABC.
K. With respect to any and all promotional material issued by you or
under your direction or control, you agree to abide by any and all restrictions
of which we advise you pertaining to the promotion of a network program(s)
scheduled to be broadcast by you in your community, including, but without
limitation, on-the-air promotion, billboards, and newspaper or other printed
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advertisements, announcements or promotions.
L. You agree to maintain for your television station such licenses,
including performing rights licenses as now are or hereafter may be in general
use by television broadcasting stations and necessary for you to broadcast the
television programs which we furnish to you hereunder. We will clear all music
in the repertory of ASCAP and of BMI used in our network programs, thereby
licensing the broadcasting of such music in such programs over your station. You
will be responsible for all music license requirements for any commercial or
other material inserted by you within or adjacent to our network programs in
accordance with this agreement.
M. The furnishing of film or tape recorded programs hereunder is
contingent upon our ability to make arrangements satisfactory to us for the film
or tape recordings necessary to deliver the programs to you. Such film or tape
recorded programs shall be used only for a single television broadcast over your
station. Positive prints of film or tape recorded programs are to be shipped by
us, shipping charges prepaid, and you agree to return to us or to forward to
such television station as we designate, shipping charges prepaid, each print or
copy of said film or tape recording received by you hereunder, together with the
original reels and containers furnished therewith. You will return or forward
all prints in the same condition as received by you, ordinary wear and tear
excepted, immediately after a single TV broadcast over your station. In the
event you damage a print of any film or tape recorded program which is delivered
to you, or fail to return or forward the original reels and containers furnished
therewith, as aforesaid, you agree to pay the cost of replacing the complete
print, original reels and/or containers as and when billed by us.
N. No inducements, representations or warranties except as specifically
set forth herein have been made by any of the parties to this Agreement. This
Agreement constitutes the entire contract between the parties hereto and no
provision thereof shall be changed or modified, nor shall this Agreement be
discharged in whole or in part, except by an agreement in writing, signed by the
party against whom the change, modification or discharge is claimed or sought to
be enforced; nor shall any waiver of any of the conditions or provisions of this
Agreement be effective and binding unless such waiver shall be in writing and
signed by the party
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against whom the waiver is asserted, and no waiver of any provision of this
Agreement shall be deemed to be a waiver of any preceding or succeeding breach
of the same or of any other provision.
O. All notices, demands, requests or other communications which may be
or are required to be given or made by ABC or you pursuant to this Agreement
(except for our program offers and your notices of acceptance or rejection, if
required, of such offers and any other program information or program
administration communications) shall be delivered (postage or fee prepaid) by
first-class mail, express mail, express delivery service or by facsimile
transmission addressed as follows:
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(a) If to you:
Mr. Frank Quitoni
Vice President and General Manager
KDNL-TV
1215 Cole Street
St. Louis, MO 63106
Phone: 314-436-3030 / Fax: 314-259-5763
with a copy (which shall not constitute notice) to:
Mr. Robert E. Quicksilver, Esq.
General Counsel
Sinclair Communications, Inc.
2000 W. 41st Street
Baltimore, MD 21211
Phone: 410-662-4700 / Fax: 410-662-4707
(b) If to RCB or RCLP:
Mr. Barry Baker
River City Broadcasting
1215 Cole Street
St. Louis, MO 63106
Phone: 314-436-3030 / Fax: 314-259-5763
(c) If to ABC:
Mr. John Rouse
Senior Vice President
Affiliate Relations
ABC Television Network
77 West 66 Street, 2nd Floor
New York, NY 10023-6298
Phone: 212-456-6493 / Fax: 212-456-7450
with a copy (which shall not constitute notice) to:
Roger Goodspeed, Esq.
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ABC, Inc.
Law & Regulation Department
77 West 66 Street, 16th Floor
New York, NY 10023-6298
Phone: 212-456-7593 / Fax: 212-456-6202
or to such other person, address or facsimile number as you or ABC may designate
by written notice.
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P. This Agreement and all questions relating to its validity,
interpretation, performance, and enforcement (including, without limitation,
provisions concerning limitations of action), shall be governed by and construed
in accordance with the laws of the State of New York, notwithstanding
conflict-of-laws doctrines of any state or other jurisdictions to the contrary.
Q. Upon termination of this Agreement, the consent theretofore granted
to broadcast our network programs or use ABC logos or trademarks shall be deemed
immediately withdrawn and you shall have no further rights of any nature
whatsoever in such programs, logos or trademarks.
R. The parties hereto acknowledge that, in view of the uniqueness of
the plan of network cooperation set forth in this Agreement, in the event that
one party's obligations under this Agreement are not performed in accordance
with its terms, the other party would not have an adequate remedy at law and
therefore agree that the other party shall be entitled to specific performance
of the terms hereof in addition to any other remedy to which it may be entitled
at law or in equity.
S. You agree to indemnify and hold ABC and its parent corporation,
subsidiaries and their respective officers, directors, agents and employees,
successors and assigns harmless from and against any and all claims made against
us and all damages, liabilities, costs and expenses incurred as a result of such
claims, including reasonable attorney's fees, arising out of the broadcast by
ABC of any material supplied by you to ABC in accordance with this Agreement,
and we agree to indemnify and hold you, your parent corporation, subsidiaries
and their respective officers, directors, partners, agents and employees,
successors and assigns harmless from and against any and all claims made against
you and all damages, liabilities, costs and expenses incurred as a result of
such claims, including reasonable attorney's fees, arising out of the broadcast
by you of any material provided by ABC to you in accordance with this Agreement.
It is understood that the foregoing indemnities shall apply only with respect to
materials that are broadcast without change from the form and content in which
such materials were originally provided and in strict conformance to any
instructions or limitations given by the party providing the material. Each
party will notify the other promptly of any litigation or claim to which such
indemnity applies
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and will cooperate fully in the defense at the other party's request. The
provisions of this paragraph shall survive the expiration or sooner termination
of this Agreement.
T. Nothing in this Agreement shall create any partnership, association,
joint venture, fiduciary or agency relationship between ABC and you.
If, after examination, you find that the arrangement herein proposed is
satisfactory to you, please indicate your acceptance on the copy of this letter
enclosed for that purpose and return that copy to us.
Very sincerely yours,
AMERICAN BROADCASTING COMPANIES, INC.
By: /s/ John Rouse
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Accepted this 19th day of
March, 1997
River City Broadcasting, L.P.
By: /s/ Barry Baker
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Name: Barry Baker
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Title: President
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WPGH, Inc.
By: /s/ David B. Amy
--------------------------------
Name: David Amy
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Title: Secretary/Treasurer
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<PAGE>
RIDER ONE
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You shall be entitled to network non-duplication protection, as defined
by Rule 76.92 of the Federal Communications Commission Rules, as follows:
a. The geographic zone of network non-duplication protection
shall be the Area of Dominant Influence ("ADI") (as defined by
Arbitron) in which your station is located, or any lesser zone
pursuant to any geographic restrictions contained in the
Federal Communications Commission rules and regulations, now
or as subsequently modified.
b. Network non-duplication protection shall extend to all ABC
television network programs that you broadcast in accordance
with this Agreement. Protection shall not extend to
individually pre-empted programs of an otherwise cleared
series.
c. Network non-duplication protection shall begin 48 hours prior
to the live time period designated by us for broadcast of that
network program by your station, and shall end at 12:00
Midnight on the seventh day following that designated time
period.
You are under no obligation to exercise in whole or in part the network
non-duplication rights granted under this Agreement.
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The information marked below with * and [ ] has been omitted pursuant to a
request for confidential treatment. The omitted portions have been separately
filed with the Commission.
SCHEDULE A
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STATION COMPENSATION
--------------------
(a) We will pay you within a reasonable period of time after the close of
each four or five week accounting period, as the case may be, for
broadcasting each network sponsored program or portion thereof
hereunder, except those specified in paragraph (b) hereof, which is
broadcast over your station during the live time period* therefor, the
amount resulting from multiplying the following:
(i) Your network station rate of [* ] or
such other rate applicable pursuant to the
terms of Section III of the Agreement; by
(ii) the percentage set forth in the table below
opposite such applicable time period or such
other percentage applicable pursuant to the
terms of Section III of the Agreement; by
(iii) the fraction of an hour substantially
occupied by such program or portion thereof;
by
(iv) the fraction of the aggregate length of all
commercial availabilities** during such
program or portion thereof occupied by
network commercial announcements***.
* Live time period, as used herein, means the time
period or periods as specified by us in our initial
offer of a network program for the broadcast of such
program over your station.
** Commercial availability, as used herein, means a
period of time made available by us during a network
sponsored program for one or more network commercial
announcements or local cooperative commercial
announcements.
*** Network commercial announcement, as used herein,
means a commercial announcement broadcast over your
station during a commercial availability and paid
<PAGE>
for by or on behalf of one or more of our network
advertisers, not including, however, announcements
consisting of billboards, credits, public service
announcements, promotional announcements, and
announcements required by law.
<PAGE>
For each network sponsored program or portion thereof, except those specified in
paragraph (b) hereof, which is broadcast by your station with our consent during
a time period other than the live time period therefor, we will pay you as if
your station had broadcast such program or portion thereof during such live time
period, except that:
(i) if the percentage set forth above opposite the time
period during which your station broadcast such
program or portion thereof is less than that set
forth opposite such live time period, then we will
pay you on the basis of the time period during which
your station broadcast such program or portion
thereof.
(b) Payment For Other Programs
--------------------------
We will establish such compensation arrangements as we and you shall agree upon
prior to the expiration of the applicable periods of time for program
acceptance, as set forth in Paragraph I(B) of this affiliation agreement, for
all network sponsored programs broadcast by your station consisting of:
(i) Sports programs;
(ii) special events programs (including, but not
limited to, special news programs, awards
programs, entertainment specials and
miniseries);
(iii) programs for which we specified a live time
period, which time period straddles any of
the time period categories in the table in
paragraph (a) above; and
(iv) any other programs which we may designate
from time to time.
(c) Deductions
----------
(i) From the amounts we are to pay you for
station compensation hereunder, we shall
throughout the term of this affiliation
agreement deduct during each accounting
period a sum equal to 168% of your station's
network rate, or such
<PAGE>
other percentage applicable pursuant to the
terms of Section III of the Agreement, for
each week of said period.
<PAGE>
(ii) We will deduct a sum equal to the total of
whatever fees, if any, may have mutually
been agreed upon by you and us with respect
to local cooperative commercial
announcements broadcast during the
applicable accounting period for which your
station is being compensated.
<PAGE>
SCHEDULE B
----------
COMPENSATION FOR CUT-IN AND LOCAL TAG ANNOUNCEMENT(S)
-----------------------------------------------------
A. CUT-IN ANNOUNCEMENTS
--------------------
I. With respect to programs broadcast by you during the time
period(s) specified by us in our initial offer for such
programs.
For each local cut-in announcement you broadcast within a
program, which program is broadcast during the time period(s)
specified by us in our initial offer for such program, we will
pay you the amount resulting from multiplying your network
station rate (set forth in Section II of the agreement) by the
percentage for cut-in announcement(s) set forth in the
applicable Table in Section C below opposite such applicable
time period.
II. With respect to programs broadcast by you with our consent
during time period(s) other than that specified by us in our
initial offer of such programs.
For each local cut-in announcement you broadcast within a
program, which program is broadcast by you with our consent
during a time period other than that specified by us in our
initial offer of such program, we will pay you an amount as
set forth in Section A.I. above, except that:
(i) if the percentage set forth in the applicable
Table in Section C below for cut-in announcement(s)
opposite the time period during which your station
actually broadcast the program in which you broadcast
or originated such cut-in announcement(s) is less
than that set forth opposite the applicable time
period specified in our initial offer of such
program, then we will pay you for each cut-in
announcement(s) on the basis of the time period
during which your station actually broadcast such
program.
<PAGE>
III. With respect to programs broadcast by you in a time period
which straddles any of the time period categories set forth in
the applicable Table in Section C below.
In the event that we offer you a program for broadcast in a
time period which straddles any of the time period categories
set forth in the applicable Table in Section C below, and you
broadcast such program within which you also broadcast or
originate one or more cut-in announcement(s), we will pay you
such amounts as we and you shall have agreed upon prior to
your broadcast or origination of such cut-in announcement(s).
B. LOCAL TAG ANNOUNCEMENTS
-----------------------
I. With respect to programs broadcast by you during the time
period(s) specified by us in our initial offer for such
programs.
For each local tag announcement you broadcast within a
program, which program is broadcast during the time period(s)
specified by us in our initial offer for such program, we will
pay you the amount resulting from multiplying your network
station rate (set forth in Section II of the agreement) by the
percentage for each local tag announcement set forth in the
applicable Table in Section C below opposite such applicable
time period.
II. With respect to programs broadcast by you with our consent
during time period(s) other than that specified by us in our
initial offer of such programs.
For each local tag announcement you broadcast within a
program, which program is broadcast by you with our consent
during a time period other than that specified by us in our
initial offer of such program, we will pay you an amount as
set forth in Section B.I. above, except that:
(i) if the percentage set forth in the applicable
Table in Section C below for each local tag
announcement opposite the time period during which
your station actually broadcast the program in which
you broadcast such local tag announcement is less
than that
<PAGE>
set forth opposite the applicable time period specified in our
initial offer of such program, then we will pay you for each
local tag announcement on the basis of the time period during
which your station actually broadcast such program.
<PAGE>
III. With respect to programs broadcast by you in a time period
which straddles any of the time period categories set forth in
the applicable Table in Section C below.
In the event that we offer you a program for broadcast in a
time period which straddles any of the time period categories
set forth in the applicable Table in Section C below, and you
broadcast such program within which you also broadcast one or
more local tag announcement(s), we will pay you such amounts
as we and you shall have agreed upon prior to your broadcast
of such local tag announcement(s).
<PAGE>
C. COMPENSATION TABLE FOR CUT-IN OR LOCAL TAG ANNOUNCEMENTS
--------------------------------------------------------
CENTRAL
-------
Cut-In Announcements
--------------------
Monday through Sunday - 6:00 PM to 11:00 PM - 18.75%
All other times - 7.50%
Local Tag Announcements
-----------------------
Monday through Sunday - 6:00 PM to 11:00 PM - 9.38%
All other times - 3.75%
All times in this paragraph are expressed in terms of your station's then
current local time.