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Exhibit 10.73
Diversity Entertainment Television/Atlanta L.L.C.
Third Xxxxx Licensing Agreement
AGREEMENT
This agreement is made as of this first day of April, 1998, by and
between Diversity Entertainment Television/Atlanta L.L.C. (DETV/ATL), a State of
Georgia Limited Liability Company whose principal place of business is in
Atlanta, Georgia and Georgia Television Company d/b/a WSB-TV ("WSB-TV"), a
Delaware corporation whose place of business is in Atlanta, Georgia, according
to the terms and conditions set forth below.
I. CONTENT/PROGRAM PROVIDER
WSB-TV shall provide both live and taped local news programming to
DETV/ATL for broadcast on its Large Screen Video Display (LSVD) at
Underground Atlanta as set forth in Exhibit A.
II. DUTIES OF PARTIES
A. WSB-TV shall be responsible for the following services and
obligations with respect to providing content/programming on
DETV/ATL.
1. Preparing and delivering to DETV/ATL pre-produced, taped
content/programming set forth in Exhibit A ("Taped
Programming"), attached hereto and made a part hereof,
including, but not limited to, cue sheets of all music
intended for use with content/programming.
2. Preparing and delivering to DETV/ATL live
content/programming set forth in Exhibit A ("Live
Programming"), attached hereto and made a part hereof
3. Securing the services of and compensating the technical and
creative talent for the production and delivery of the Live
Programming and the Taped Programming to a mutually agreed
upon delivery point.
4. Obtaining and hereby granting to DETV/ATL, at no additional
cost to DETV/ATL, a license for the music synchronization
rights and master recording rights with respect to the Taped
Programming.
5. WSB-TV agrees to use commercially reasonable efforts to
obtain any necessary third party rights, releases,
clearances, and licenses that -DETV/ATL may need to use the
Taped Programming and the Live Programming pursuant to this
Agreement (the "Third Party Rights"). At the time DETV/ATL
requests Live or Taped Programming from XXX-
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XX, XXX-XX will inform DETV/ATL of what rights and
clearances, including Third Party Rights, WSB-TV has in such
programming and what Third Party Rights it did not obtain.
It then shall be the sole responsibility of DETV/ATL, prior
to its use of the programming, to obtain any necessary Third
Party Rights that WSB-TV did not obtain.
6. During the Term and as soon as possible after the LSVD at
Underground Atlanta is frilly operational, WSB-TV shall make
a good faith effort to place a permanent camera at the
Underground that will provide WSB-TV with live shots of the
LSVD. WSB-TV agrees to incorporate one live shot per day
from the permanent camera into one of the following parts of
a WSB-TV's Action News program: the open, the close, a
tease/bump, or a weather background. The timing, placement,
and duration of the daily live shot from the permanent
camera shall be at WSB-TV's sole discretion. In addition,
WSB-TV shall make continuous footage of the LSVD from the
permanent camera available on the WSB-TV Web site on the
Internet. In the event that a camera cannot be installed at
the Underground during the Term, the parties will negotiate
in good faith to establish an alternative method for
DETV/ATL to obtain the promotion value of having the live
shots from the permanent camera displayed on WSB-TV and on
WSB-TV's Web site.
7. WSB-TV agrees to promote the LSVD and WSB-TV's relationship
to the LSVD on WSB-TV according to the following schedule:
(a) one (1) ten-second mention of the LSVD each day during
the block of WSB-TV newscasts that air from Xxx to 7am; (b)
one (1) ten-second mention of the LSVD each day during the
noon WSB-TV newscast; (c) one (1) ten-second mention of the
LSVD each day during the block of WSB-TV newscasts that air
from 5pm to 7pm; and (d) one (I) mention of the LSVD each
day in a station identification spot, which may air anytime
between 6am and midnight.
B. DETV/ATL shall broadcast 7 days per week, 52 weeks per year
programming provided by WSB-TV during the Term of this Agreement
in accordance with the schedule provided in Exhibit B, provided,
however, that DETV/ATL shall not be obligated to broadcast any
Live Programming or Taped Programming which is not of "broadcast
quality," as determined by DETV/ATL in accordance with normal
industry standards of broadcast quality.
1. DETV/ATL shall make every reasonable effort to broadcast all
Live Programming and Taped Programming provided by WSB-TV
under this Agreement.
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2. DETV/ATL shall have the right to sell commercials to be
broadcast by it on the LSVD with the Taped Programming and
Live Programming provided by WSB-TV. DETV/ATL shall retain
all advertising revenues generated from these commercials.
DETV/ATL shall not broadcast on the LSVD any of the original
commercials that may be included in the Live Programming
provided by WSB-TV under this Agreement. DETV/ATL represents
and warrants that all commercials broadcast on the LSVD with
the Taped Programming and the Live Programming will not
include: (i) advertisements for tobacco products, illegal
drugs, or any product that may not be legally sold within
the City of Atlanta, Xxxxxx County or the State of Georgia,
(ii) advertisements that contain content that has been
prohibited by Article 8 of DETV/ATL's lease with the owners
of Underground Atlanta, a copy of which is attached as
Exhibit C and made a part hereof, or (iii) advertisements
for local television stations other than WSB-TV, ABC
national and affiliate networks, and CNN News. Upon fifteen
(15) days prior written notice to DETV/ATL, WSB-TV shall
have the right to amend this list of prohibited
advertisements to be consistent with its own advertising
standards.
3. Upon WSB-TV's prior, written approval, DETV/ATL may
merchandise the Live or Taped Programming for "brought to
you by" sponsorships. DETV/ATL will notify WSB-TV prior to
committing to any such sponsor and will give WSB-TV final
approval over any sponsorship of a WSB-TV program segment.
In addition, DETV/ATL will provide WSB-TV with prior
approval over the content of any "brought to you by"
sponsorship message that will air with the Live or Taped
Programming. WSB-TV agrees to respond to DETV/ATL's requests
for approval within twenty-four (24) hours during the
business week.
4. DETV/ATL agrees that, during the term of this Agreement,
WSB-TV shall be the exclusive provider of local news
programming and information and programs of local interest
for DETV/ATL's LSVD. DETV/ATL will not use any program
material from any other local television affiliate or
network, except CNN News. In addition, the previous sentence
notwithstanding, DETV/ATL may obtain programs of local
interest directly from Georgia Public Television ("GPTV") or
may create original programs of local interest for use on
the LSVD. In the event that DETV/ATL desires to obtain local
news programming or programs of local interest from a party
other than GPTV, WSB-TV, or CNN News, such as, programming
from ABC-TV or any of ABC's related
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production entities (i.e. ESPN and Disney), DETV/ATL will
first obtain prior written approval from WSB-TV.
5. Other than WSB-TV, ABC-TV, CNN News (including CNN News'
parent, subsidiaries or companies wholly owned by CNN News'
parent or subsidiaries), and ABC-related production
properties (i.e. ESPN and Disney), DETV/ATL will not accept
any local television station advertising for placement on
DETV/ATL's LSVD at Underground Atlanta.
6. In the event that, pursuant to Section ll.A.5 above, WSB-TV
informs DETV/ATL that it has only obtained some, but not
all, of the necessary Third Party Rights for the use of the
Live Programming and Taped Programming, DETV/ATL shall be
ultimately and solely responsible for obtaining, prior to
its use of the Live Programming or Taped Programming, any
necessary Third Party Rights that WSB-TV did not obtain.
7. DETV/ATL shall be responsible for the payment of all
residuals, royalty fees, contributions and other benefits
required under applicable guild, or other agreements arising
in connection with the exhibition of the Taped Programming
or the Live Programming on the LSVD. WSB-TV shall be
responsible for the payment of all residuals, royalty fees,
contributions and other benefits required under applicable
guild, or other agreements arising in connection with the
exhibition of the Taped Programming or the Live Programming
on WSB-TV or on other mediums other than DETV/ATL's LSVD. At
the time DETV/ATL requests Live or Taped Programming, WSB-TV
will inform DETV/ATL whether, to the best of WSB-TV's
knowledge, DETV/ATL's use of such programming will trigger
an obligation to pay residuals, royalty fees, or other
benefits required under applicable guild or other
agreements.
III. BROADCAST RIGHTS: ANCILLARY RIGHTS
A. WSB-TV hereby grants to DETV/ATL the non-exclusive right, license
and privilege to exhibit, distribute, and perform those audio
visual broadcasts of the Live Programming and Taped Programming
pursuant to this Agreement on DETV/ATL's LSVD for one (1) year
commencing on the first day that the LSVD at Underground Atlanta
is frilly operational and terminating exactly one year (365 days)
thereafter (the "Term").
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B. DETV/ATL agrees not to edit, dub, and revise the Taped or Live
Programming, or replace or superimpose matter over the music or
sound effects track in the Taped or Live Programming. The
previous sentence notwithstanding, WSB-TV grants DETV/ATL the
right to determine how much of the Live Programming actually will
be displayed on the LSVD. However, DETV/ATL will use its best
efforts to begin and end its carriage of any of the Live
Programming at a commercial break. WSB-TV will provide DETV/ATL
with taped, standard entrance and exit footage that DETV/ATL
agrees to exhibit on the LSVD directly before and after it
exhibits the Live Programming on the LSVD.
C. Upon the prior, written approval of WSB-TV, DETV/ATL shall have
the right to use portions of the WSB-TV Live Programming or Taped
Programming or footage therefrom, in connection with the
promotion and advertising of the programming. In addition, upon
the prior, written approval of WSB-TV, DETV/ATL shall have the
right to create opening and closing materials for the programming
hereunder and, upon the prior, written approval of WSB-TV,
DETV/ATL shall have the right to utilize the images derived from
excerpts of the programming, reconfigure them for inclusion in
opening and closing materials, and on-air promotional materials.
DETV/ATL agrees not to display on the LSVD any material
containing WSB-TV video or materials, including without
limitation the Live or Taped Programming, or mentioning or using
WSB-TV productions, personnel or trademarks, without the express,
prior written approval of WSB-TV. Any use of the Live Programming
or Taped Programming or other WSB-TV material, personnel or
trademarks in promotions, advertising, openings, or closings, or
other LSVD content without the express, written approval of WSBTV
shall be a breach of the agreement and shall void any and all
representations and indemnifications regarding such programming
or material.
IV. COMPENSATION
A. As compensation for providing the Live Programming and the Taped
Programming during the Term, DETV/ATL shall grant WSB-TV the
exclusive local promotional rights and the commercial advertising
time set forth in Exhibits A and B.
B. It is understood that such compensation shall constitute frill
payment for all services and content/programming which DETV/ATL
shall obtain from WSB-TV hereunder and no additional payment
shall be required for such services and content/programming.
V. EFFECTIVE DATE
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This Agreement shall be effective upon frill execution of this
Agreement.
VI. INDEMNIFICATION
A. WSB-TV shall indemnify, defend and hold harmless DETV/ATL, its
affiliates and subsidiaries (and their respective directors,
officers, employees, agents, successors, and assigns) from and
against any and all third party actions, suits, proceedings,
judgments, demands or claims, liabilities, loss or expenses
whatsoever (including reasonable attorneys' fees) incurred in
connection with or arising from WSB-TV's breach of this
Agreement, or representation or warranty of WSB-TV made
hereunder.
B. DETV/ATL shall indemnify, defend and hold harmless WSB-TV, its
affiliates and subsidiaries (and their respective directors,
officers, employees, agents, successors, and assigns) from and
against any and all third party actions, suits, proceedings,
judgments, demands, pr claims, liabilities, loss or expenses
whatsoever (including reasonable attorneys' fees) incurred in
connection with or arising from DETV/ATL's breach of this
Agreement, or representation or warranty of DETV/ATL made
hereunder.
C. All agreements between WSB-TV and third parties, or DETV/ATL and
third parties, shall be the sole responsibility of the
contracting party and the other shall have no liability for the
same.
D. The indemnification described in this Section shall survive the
termination or expiration of this Agreement.
VII. DELIVERY
A. WSB-TV agrees to deliver the Live Programming to a mutually
agreed upon delivery point, within the WSB-TV studio, via fiber
optic, microwave or satellite signal feed. All transmissions of
the Live Programming from the delivery point to the LSVD shall be
at DETV/ATL sole expense. The previous sentence notwithstanding,
the parties may agree to have DETV/ATL intercept the signal of
the Live Programming at a location outside the WSB-TV studio,
provided that DETV/ATL pays for the costs of intercepting the
signal. DETV/ATL will provide the electronic interface to process
the signal feed via fiber optic, microwave or satellite
transmission, at DETV/ATL's sole expense.
B. WSB-TV agrees to deliver the following, at WSB-TV's sole expense,
to a mutually agreed upon delivery point with respect to the
Taped Programming (i) one BETA SP videotape master or umatic SP
video master, whichever is
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available, (NTSC) with one-minute color bars and tone: with
SNIPTE drop frame time code; starting at 01:00:00; one protection
dub; (ii) music cues, commercial cues, and formal sheets, if any
directed to: Xxxxxx X. Xxxxxxxx, XX, V.P. of Operations.
VIII. RIGHTS OF PARTIES.
A. The Live Programming and the Taped Programming and all elements
thereof, shall be the sole and exclusive property of WSB-TV and
may only be used or exploited by DETV/ATL in the manner set forth
herein. Any rights not specifically granted herein to DETV/ATL
are expressly reserved by WSB-TV.
B. Nothing herein shall be deemed to prohibit DETV/ATL from
developing, producing, distributing or exhibiting programs
similar in format or subject matter to the content/programming
provided by WSB-TV; however, DETV/ATL agrees that it shall not
exhibit any such program that may be deemed to infringe upon any
of WSB-TV's rights in the Taped Programming or the Live
Programming.
C. WSB-TV hereby grants to DETV/ATL the right to publicize and
advertise the Live Programming and the Taped Programming in
any/all media, including, but not limited to, the right to
disseminate, reproduce, print and publish the names biographies,
voices and likeness of the principal participants appearing in
the programming in connection with such publicity and
advertising; provided that DETV/ATL obtains WSB-TV's prior
written approval over any such publicity or advertising and
obtain permission from any necessary third parties. WSB-TV, in
its sole discretion, may provide to DETV/ATL, without additional
cost, pertinent promotional material available to WSB-TV
regarding the programming, and DETV/ATL shall have the right to
distribute such material for promotion of the programming.
IX. PAYMENT FOR INCLUDED MATTER
WSB-TV represents and warrants that its employees or
affiliates shall not pay, accept payment on service or valuable
consideration from, or knowingly permit any of its agents or
subcontractors to accept or pay, any money service or other valuable
consideration for the inclusion of matter plug, reference, or product
identification in the broadcast of the content/programming without
first disclosing such information to DETV/ATL and obtaining the prior
approval of DETV/ATL's Legal Counsel.
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x. REPRESENTATIONS AND WARRANTIES
A. Each party represents and warrants to the other:
1. that it has frill legal right, power and authority to enter
into and perform its obligations hereunder; and
2. that it has not entered into, nor will it enter into, any
contract or other agreement which would conflict with,
prohibit or interfere with the frill performance of its
obligations hereunder or with the frill enjoyment by the
other party of the rights granted herein.
3. that it shall use its commercially reasonable efforts to
ensure that Live Programming and Taped Programming is
completed and ready for airing at mutually agreed upon dates
and times.
B. WSB-TV further represents and warrants to DETV/ATL:
1. that it shall use commercially reasonable efforts to obtain
all Third Party Rights from the talent, guests or other
artists participating in the Live Programming or Taped
Programming or will inform DETV/ATL that it did not obtained
such rights prior to the airing of said programming on
DETV/ATL.
2. that, subject to Sections II.A.5, II.B.5, and II.B.6
regarding obtaining required Third Party Rights, WSB-TV has
or will obtain, at its own cost and expense, distribution
and exhibition rights in and to the Live and Taped
Programming and the character, concepts and ideas contained
therein, and that it has the frill legal right, power and
authority to enter into and perform this Agreement and to
grant to DETV/ATL all the rights granted herein including,
without limitation, the rights to broadcast and otherwise
exploit the Live and Taped Programming.
3. that the performing rights for the music contained in the
Taped Programming and the Live Programming are (i)
controlled by a performing rights society having
jurisdiction, (ii) in the public domain, or (iii) controlled
by WSB-TV to the extent necessary so that no additional
clearance of or payment with respect to such performance
rights is required for use of the content/programming
provided hereunder. The parties agree that, if necessary,
DETV/ATL shall obtain any necessary music performance
licenses for the performance of the Live Programming
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and Taped Programming from any performing rights societies
having jurisdiction.
4. that it shall have obtained and hereby grants to DETV/ATL,
at no additional cost to DETV/ATL, the music synchronization
rights and master recording rights with respect to the Taped
Programming.
5. that it will inform DETV/ATL, at the time that DETV/ATL
requests the Live and Taped Programming, what rights,
including Third Party Rights, WSB-TV has in such programming
and what Third Party Rights it did not obtain.
6. that, subject to Sections II.A.5, II.B.5, and II.B.6
regarding obtaining required Third Party Rights, the Live
and Taped Programming is original and does not infringe the
copyright or any other proprietary right of any person, firm
or other entity and neither the Live Programming, the Taped
Programming, nor the production or any use hereunder of the
Live or Taped Programming or any visual or aural element
thereof, will infringe on any trademark or trade name of,
violate any right of privacy or right of publicity of, or
constitute a libel or slander against, any person, firm or
other entity;
7. that DETV/ATL will not be obligated to make payments or to
pay any other consideration to WSB-TV, except as expressly
specified in this Agreement in connection with the exercise
of the rights granted to DETV/ATL.
C. DETV/ATL further represents and warrants to WSB-TV:
1. that it will provide WSB-TV with Promotional Use release
forms authorizing rights clearances from the talent, guests
and other artists participating in Live and Taped
Programming airing on DETV/ATL.
2. that it will be ultimately responsible for obtaining all
necessary Third Party Rights for its use of the Live and
Taped Programming on the LSVD that WSB-TV was unable to or
did not obtain.
3. that it will inform WSB-TV of any and all legal precedent,
laws, or regulations relating to the LSVD or the clearance
of programming for use on the LSVD that DETV/ATL becomes
aware of and that may be relevant to the performance and
obligations of the parties under this Agreement.
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D. The representations and warranties of this Section X shall
survive the expiration or earlier termination of this Agreement.
XI. RIGHT OF FIRST REFUSAL
A. DETV/ATL agrees to offer first, in writing, to WSB-TV, an
agreement to renew or extend this Agreement for an additional one
(1) year period. If WSB-TV does not accept DETV/ATL's agreement
within thirty (30) days of receipt of the offer, DETV/ATL may
offer an identical agreement for the right to be the exclusive
provider of local news programming and programs of local interest
for the LSVD in Underground Atlanta to other local television
stations. In the event that DETV negotiates an agreement with
another party that is not identical to the agreement it offered
WSB-TV, DETV shall provide WSB-TV with written notice of such
proposed agreement with such other party and will give WSB-TV
thirty (30) days to accept or reject that proposed agreement. If
WSB-TV accepts the agreement, WSB-TV and DETV/ATL shall enter
into the agreement. If WSB-TV rejects the agreement, DETV/ATL is
free to enter into that proposed agreement with another party.
B. If DETV/ATL plans to operate another LSVD at a location other
than Underground Atlanta in the Atlanta television market,
DETV/ATL agrees to offer first, in writing, to WSB-TV an
agreement to be the exclusive provider of local news programming
and programs of local interest for that other LSVD. If WSBTV does
not accept DETV/ATL's agreement within thirty (30) days of
receipt of the offer, DETV/ATL may offer an identical agreement
for the right to be the exclusive provider of local news
programming and programs of local interest for that other LSVD to
other local television stations. In the event that DETV
negotiates an agreement with another party that is not identical
to the agreement it offered WSB-TV, DETV shall provide WSB-TV
with written notice of such proposed agreement with such other
party and will give WSB-TV thirty (30) days to accept or reject
that proposed agreement. If WSB-TV accepts the agreement, WSB-TV
and DETV/ATL shall enter into the agreement. If WSB-TV rejects
the agreement, DETV/ATL is free to enter into that proposed
agreement with another party.
XIII. TERMINATION
Either party shall have the right to terminate the Agreement without
further obligation to the other upon the occurrence of a material breach of this
Agreement by the other party, which continues for a period of thirty (30) days
or longer. In addition, WSB-TV shall have the right to -terminate this Agreement
without further obligation, for any reason or for no reason upon ninety
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(90) days prior written notice to DETV/ATL. However, no termination of this
Agreement shall act to waive or otherwise limit either party's rights under this
Agreement.
XIII. GOVERNING LAW
This Agreement shall be construed in accordance with and governed by
the laws of the State of Georgia.
XIV. ASSIGNMENT
Neither party may assign its rights or obligations under this
Agreement without the prior written consent of the other party (unless such
assignment is to an affiliate or successor in interest).
XV. FORCE MAJEURE
Neither party shall be responsible for delays or failure of
performance resulting from acts beyond the reasonable control of such party.
Such acts shall include, but not be limited to, acts of God, strikes, walkouts,
riots, acts of war, epidemics, failure of suppliers to perform, governmental
regulations, power failure(s), earthquakes, or other disasters.
XVI. COMMUNICATIONS REGARDING THIRD PARTY RIGHTS
The parties agree that all communications from WSB-TV to DETV/ATL
regarding the Third Party Rights referred to in this Agreement must be in
writing and signed by either WSBTV's Vice President and General Manager or
WSB-TV's Director of Local Programming. Any other communications regarding the
Third Party Rights referred to in this Agreement shall not be valid or binding
on WSB-TV under this Agreement.
XVII. ENTIRE AGREEMENT
This Agreement contains the entire understanding of the agreement
between the parties with respect to the subject matter hereof and shall
supersede all prior agreements, understandings, communications and proposals,
whether oral or written. This Agreement may not be modified or amended except in
a writing executed by DETV/ATL and WSB-TV which refers to this Agreement. Any
modifications or amendments to this Agreement must be signed on behalf of WSB-TV
by WSB-TV's Vice President and General Manager.
XVIII. BINDING NATURE
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This Agreement will not be binding on either party unless and until
the Agreement has been signed by both parties and a frilly executed copies of
the Agreement have been delivered to both parties.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date indicated below.
By: /s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxxxxx X. Xxxxx
-------------------------- -----------------------------
For DETV/ATL For WSB-TV
Date: 04/01/98 Date: 04/01/98
------------------------ ---------------------------
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EXHIBIT A
A. Live Programming: WSB-TV will produce and provide live, local news
programming to DETV/ATL to air on the DETV/ATL screen at Underground
Atlanta every day, subject to the possible preemption of such live,
local news programming by other programming that has not been licensed
to DETV/ATL for use on the LSVD. WSB-TV shall make a good faith effort
to promptly notify DETV/ATL of any such preemption. WSB-TV, in
consultation with DETV/ATL, shall determine what portion of the
programming hours outlined on Exhibit B shall be live, local news
programming.
B. Taped Programming: WSB-TV will produce and provide taped, local news
programming to DETV/ATL to air on the DETV/ATL screen at Underground
Atlanta. WSB-TV, in consultation with DETV/ATL, shall determine what
portion of the programming hours outlined on Exhibit B shall be taped,
local news programming.
C. If needed, WSB-TV will provide consultation to DETV/ATL, at no cost to
WSB-TV, for technical and logistical issues, such as audio and program
delivery.
D. DETV/ATL Special Programming Opportunities
If agreed to by the parties and subject to third party rights, WSB-TV
may provide DETV/ATL with such special programming as the Salute 2
America Parade, the Xxxxxxxx Children's Parade, Xxxxxx Xxxxxxx
Closeups, and People 2 People. At this time, DETY/ATL reserves the
right to work with WSB-TV on clearing these programs for broadcast on
an opportunity specific basis.
E. DETV/ATL Special Program Segment Opportunities
If agreed to by the parties and subject to third party rights, WSB-TV
shall provide DETV/ATL with program segment opportunities, including,
but not limited to, Consumer Reports and Health Reports, that DETV/ATL
may incorporate into its daily programming schedule.
F. DETV/ATL shall provide WSB-TV with at least sixteen (16) thirty (30)
second promotional advertising spots per day, twelve (12) of which
shall appear on the LSVD between 8:00 a.m. and 6:00 p.m.
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EXHIBIT B
PROPOSED WSB-TV LOCAL NEWS PROGRAMMING ON DETV/ATL
Hour WSB-TV
Programming Total Minutes Minutes Minutes
Minutes/Hour Mon - Fri Saturday Sunday
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7am 12 60
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8am 4 20
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9am 4 20
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10am 4 20
------------------------------------------------------------------------------------------------------
11am 4 20
------------------------------------------------------------------------------------------------------
12noon 12 60 12 12
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1pm 4 20 4 4
------------------------------------------------------------------------------------------------------
2pm 4 20 4 4
------------------------------------------------------------------------------------------------------
3pm 4 20 4 4
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4pm 4 20 4 4
------------------------------------------------------------------------------------------------------
5pm 30 150 4 4
------------------------------------------------------------------------------------------------------
6pm 4 20 30 30
------------------------------------------------------------------------------------------------------
7pm 4 20 4 4
------------------------------------------------------------------------------------------------------
8pm -- -- -- --
------------------------------------------------------------------------------------------------------
9pm -- -- -- --
------------------------------------------------------------------------------------------------------
10pm -- -- -- --
------------------------------------------------------------------------------------------------------
11pm -- --
------------------------------------------------------------------------------------------------------
470 66 66
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WEEKLY WSB-TV PROGRAMMING MINUTES = 602
WSB-TV WEEKLY PROMOTIONAL ADVERTISING MINUTES = 55*
*Not represented in above chart
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EXHIBIT C
[Attach a Copy of Article 8 of the Lease between DETV/ATL and Underground
Atlanta]