Portions of this exhibit have been omitted pursuant to a
request for confidential treatment. The omitted portions, marked by an * and [],
have been separately filed with the Commission.
The information below marked with * and [ ] has been omitted pursuant to a
request for confidential treatment. The omitted portions have been separately
file with the Commission.
August 20, 1996
Xxxxxxxx Broadcast Group, Inc.
0000 X. 00xx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
River City Broadcasting, L.P.
0000 Xxxx Xxxxxx
Xx. Xxxxx, Xxxxxxxx 00000
Ladies and Gentlemen:
The purpose of this letter (the "Letter Agreement") is to
confirm, clarify and supplement the commitments of Fox Broadcasting Company
("FBC"), Fox Children's Network, Inc.("FCN"), Xxxxxxxx Broadcast Group, Inc.,
Xxxxxxxx Communications, Inc., and each of its subsidiaries (together with
Xxxxxxxx Broadcast Group, Inc., "Xxxxxxxx") and Xxxxxxxxxx Communications, Inc.
set forth in a letter agreement dated November 4, 1994 (the "November 1994
Agreement") and to extend those understandings to apply to certain other
FBC-and/or FCN-affiliated stations that are owned, operated or under contract to
be acquired or operated by Xxxxxxxx. These understandings also shall be
reflected in amendments or modifications to the FBC and/or FCN affiliation
agreements for the affected stations (collectively, the "Affiliation Agreements"
and each an "FBC Affiliation Agreement" or "FCN Affiliation Agreement").
Accordingly, we agree as follows:
GENERAL UNDERSTANDINGS AND AGREEMENTS
1. Except as specifically modified by the terms of this Letter
Agreement, the November 1994 Agreement shall remain in full force and
effect in accordance with its terms, [*]
The information below marked by * and [ ] has been omitted pursuant to a request
for confidential treatment. The omitted portions have been separately filed with
the Commission.
[*]
2. FBC and Xxxxxxxx reaffirm their commitment to undertake the
obligations set forth in each of the Affiliation Agreements and in Paragraph 1
of the "General Matters" Section of the November 1994 Agreement for each station
set forth in Schedule A and River City Broadcasting, L.P. ("River City") agree
to undertake such obligations with respect to [*]
All such stations listed in Schedule A are hereinafter
referred to as the "Stations." Xxxxxxxx and River City acknowledge and agree
that in-pattern clearance of FBC and FCN programming is critically important to
FBC and FCN and agree to act in good faith to fulfill their obligations as set
forth in the respective Affiliation Agreements to clear in pattern all FBC and
FCN programming on the Stations, subject only to the preemption rights set forth
in Paragraph 11 of the FBC and FCN Affiliation Agreements or as otherwise
provided for herein. Except as otherwise provided herein, Xxxxxxxx and River
City further reaffirm the requirement in the existing FBC/FCN Agreements and
specifically commit to clear in pattern on the Stations all new FBC and FCN
programming that is rolled out during the terms of the Affiliation Agreements
("New Programming") as soon as reasonably possible after such New Programming is
offered by FBC or FCN but no later than [*] following receipt of written notice
from FBC or FCN regarding the roll-out of any such New Programming.
3. Except as expressly set forth in Schedule B hereto (with respect to
FBC programming) and Schedule C hereto (with respect to FCN programming),
Xxxxxxxx and River City confirm that neither Xxxxxxxx nor River City has any
obligation or commitment that would interfere or conflict with in-pattern
clearance on the Stations of existing or announced FBC or FCN programming, which
announced programming is set forth on Schedule D hereto, and that all agreements
that require Xxxxxxxx or River City to broadcast programming in time periods
that conflict with in-pattern clearance of existing or announced FBC or FCN
programming shall be permitted to expire on the earliest possible dates under
such agreements without renewal or extension by Xxxxxxxx or River City, unless
any such renewal or extension would not conflict with in-pattern clearances of
any FBC or FCN programming.
4. Except as otherwise specifically set forth herein, the Affiliation
Agreements for each of the Stations shall be amended or replaced to (a) provide
for a new five-year term commencing as of the date hereof (the "Commencement
Date") and (b) give FBC the unilateral right to renew all such agreements for an
additional period of five years [*]
; provided however, that FBC shall be required to notify
Xxxxxxxx in writing of its intent to renew [*]. If FBC elects to renew the
agreements, it shall be required to renew all such
2
The information below marked by * and [ ] has been omitted pursuant to a request
for confidential treatment. The omitted portions have been separately filed with
the Commission.
agreements for each of the Stations that remain owned and/or operated by
Xxxxxxxx at the time; provided, however, in the event that any of the Stations
owned and/or operated by Xxxxxxxx has materially breached its Affiliation
Agreement and continued such breach after written notification of the breach by
FBC beyond the applicable cure period provided for in the Affiliation Agreement,
FBC shall have the right to renew selectively any or all of the Affiliation
Agreements. [*]
5. Each of the stations shall be required to clear the FCN afternoon
block in pattern from 3:00 to 5:00 p.m. except as otherwise specified in
Schedule C. [*]
6. The parties hereto acknowledge and agree that each would have no
adequate remedy at law if the other party were to fail to fulfill the
obligations undertaken and confirmed herein, and that the right to specific
performance is essential to protect each party's rights and interests hereunder.
Accordingly, in addition to any other remedies that any party may have
hereunder, under the Affiliation Agreements, or at law or in equity, or
otherwise and notwithstanding any other provision hereof, each party shall have
the right to have all obligations, undertakings, agreements of the other party
under this Letter Agreement specifically performed by such other party and to
obtain an order or decree of such specific performance in any of the courts of
the United States or of any state or other political subdivision thereof.
7. Subject to the right specified above to seek an order of specific
performance of any provision hereof, any demand or claim shall be resolved by
arbitration. Specifically, in the event of any such claim or demand arising out
of this Letter Agreement or any modification or extension of this Letter
Agreement (including the question of whether any particular matter is arbitrable
hereunder) that cannot be resolved by the parties, the complaining party (the
"Complainant") shall serve upon the other party or parties to the controversy,
dispute or claim (the "Other Party") a written demand for arbitration stating
the substance of the controversy, dispute or claim and the contention of the
Complainant. The Complainant shall refer the dispute to the American Arbitration
Association ("AAA") to resolve all points of disagreement in accordance with the
AAA rules then in effect. The parties hereto agree to abide by all awards and
decisions rendered in the arbitration proceeding in accordance with the
foregoing, and all such awards and decisions may be filed, if necessary, by the
prevailing party with any court
3
The information below marked by * and [ ] has been omitted pursuant to a request
for confidential treatment. The omitted portions have been separately filed with
the Commission.
having jurisdiction over the person or property of the other party as a basis
for judgment and the issuance of execution thereon. The parties acknowledge that
time is of the essence to the matters contained herein, and any arbitration
shall be conducted pursuant to expedited procedures. The fee of the
arbitrator(s) and related expenses of arbitration shall be apportioned among the
parties as determined by the arbitrator(s).
8. Paragraph 3 of the "General Matters" Section of the November 1994
Agreement is hereby deleted and replaced with the following:
During the current term or first renewal term (both as provided
for in paragraph 4 hereof) of any FBC or FBC/FCN Affiliation
Agreement for [*]
However, FBC and its related entities shall
not be restricted in any manner from acquiring any interest in
any station, including stations located in markets in which
Xxxxxxxx operates FBC or FCN affiliates; provided, however, if
FBC, any affiliate, subsidiary or related companies of FBC or its
parent, or any other entities in which the foregoing have an
interest ("Fox") acquires all of, or a controlling ownership
interest in, another station in a market in which one of the
Stations specified in the preceding sentence is located and
determines to operate the station being acquired as an FBC
affiliate, FBC may terminate the affiliation of the affected
Xxxxxxxx Station only if FBC first offers Xxxxxxxx or its
designee in writing (accompanied by financials of the station
reasonably sufficient to enable Xxxxxxxx to perform a valuation)
the right to acquire Fox's interest (at a price which shall be
the fair market value of the station), and Xxxxxxxx rejects the
offer in writing. If Xxxxxxxx fails to respond to the offer
within thirty (30) days of receipt of Fox's notice, Xxxxxxxx
shall be deemed to have rejected the offer. If Xxxxxxxx wishes to
purchase the station, [*]
4
The information below marked by * and [ ] has been omitted pursuant to a request
for confidential treatment. The omitted portions have been separately filed with
the Commission.
[*]
If Xxxxxxxx or its designee purchases the station, it shall
operate the station as an FBC affiliate pursuant to a
standard-form FBC Affiliation Agreement, to be effective at the
conclusion of any existing afiliation agreement for the station.
If Xxxxxxxx declines the offer, Fox may proceed with the
acquisition and then terminate the Affiliation Agreement.
9. [*]
AGREEMENTS WITH RESPECT TO INDIVIDUAL STATIONS
10. As soon as possible and no later than 60 days from the date hereof,
the parties shall amend or enter into new Affiliation Agreements for each
Station to reflect the understandings set forth herein. Failure to amend or
enter into such Affiliation Agreements shall not impair any such right, power or
privilege under this Letter Agreement or be construed as a waiver of any default
or acquiescence therein.
WBFF, Baltimore, Maryland ("WBFF")
11. [*]
5
The information below marked by * and [ ] has been omitted pursuant to a request
for confidential treatment. The omitted portions have been separately filed with
the Commission.
[*]
12. Xxxxxxxxxx Communications, Inc. reaffirms its commitment set forth
in the November 1994 Agreement to make available to FBC during the term of the
WBFF FBC Affiliation Agreement space on the WBFF tower to accommodate two
microwave dishes (and related transmitter equipment space) and one small
television camera at a monthly rental fee of [*]. Such space shall be made
available to FBC within thirty (30) days of the date hereof. FBC shall give WBFF
the right to switch into the signal from the FBC camera for use on WBFF
telecasts at no cost to Xxxxxxxx.
WTTE, Columbus, Ohio ("WTTE")
13.[*]
14. [*]
15. [*]
WPGH-TV, Pittsburgh, Pennsylvania ("WPGH")
16. [*]
WDKY-TV, Danville, Kentucky ("WDKY")
17. Xxxxxxxx and FBC shall enter into a standard-form FBC/FCN
Affiliation Agreement, subject to such modifications as are necessary to reflect
the
6
The information below marked by * and [ ] has been omitted pursuant to a request
for confidential treatment. The omitted portions have been separately filed with
the Commission.
terms of this agreement. The Agreement shall require WDKY to broadcast all New
Programming as soon as reasonably possible after such New Programming is
available but no later than [*] following receipt of written notice from FBC or
FCN regarding the roll-out of any such New Programming.
KDSM-TV, Des Moines, Iowa ("KDSM")
18. [*]
WYZZ-TV, Bloomington, Illinois ("WYZZ")
19. [*]
WSMH, Flint, Michigan ("WSMH")
20. Xxxxxxxx and FBC shall enter into a standard-form FBC/FCN
Affiliation Agreement, subject to such modifications as are necessary to reflect
the terms of this Agreement, which shall require WSMH to broadcast all New
Programming as soon as possible after such New Programming is available but no
later than [*] following receipt of written notice from FBC or FCN regarding the
roll-out of any such New Programming
21. [*]
7
The information below marked by * and [ ] has been omitted pursuant to a request
for confidential treatment. The omitted portions have been separately filed with
the Commission.
[*]
WTTO, Birmingham, Alabama ("WTTO")
22. [*]
WTVZ, Norfolk, Virginia ("WTVZ") and WLFL, Raleigh, North Carolina
("WLFL")
23. Until expiration of the FBC Affiliation Agreements for each of WTVZ
and WLFL on August 31, 1998, Xxxxxxxx shall broadcast in pattern all New
Programming on each station as soon as reasonably possible after such New
Programming is offered by FBC but no later than [*] following receipt of written
notice from FBC or FCN regarding the roll-out of any such New Programming;
provided, however, [*]
Neither of these FBC Affiliation Agreements will be extended or renewed.
Notwithstanding the August 31, 1998 expiration of the FBC Affiliation
Agreements,
8
The information below marked by * and [ ] has been omitted pursuant to a request
for confidential treatment. The omitted portions have been separately filed with
the Commission.
each of WTVZ and WLFL shall remain entitled to receive their respective shares
of retransmission consent revenues throughout the period that the existing
retransmission consents remain in effect.
WTTA, St. Petersburg, Florida ("WTTA"), WCGV-TV, Milwaukee, Wisconsin
("WCGV") and KSMO-TV, Kansas City, Missouri ("KSMO")
24. The parties shall execute new FCN Affiliation Agreements for each
of these stations providing for five-year terms from the Commencement Date.
[*]
25. [*]
26. [*]
27. [*]
28. This Letter Agreement shall be binding on the successors and
permitted assigns of each of the parties hereto.
9
If the foregoing is in accordance with our agreements and
understandings, please sign a copy of this Letter Agreement in the space
provided below.
Very truly yours,
FOX BROADCASTING COMPANY
By: /s/ Xxx Xxxxx
------------------------
Xxxx Xxxxx, Executive Vice President
ACKNOWLEDGED AND AGREED:
XXXXXXXX BROADCAST GROUP, INC.
By: /s/ Xxxxx X. Xxxxx
-------------------------------
Xxxxx X. Xxxxx, President of
Xxxxxxxx Broadcast Group, Inc.,
Xxxxxxxx Communications, Inc.
and each subsidiary thereof
ACKNOWLEDGED AND AGREED:
(For Purposes of the WBFF
Tower Rental Only)
XXXXXXXXXX COMMUNICATIONS, INC.
By: /s/ Xxxxx X. Xxxxx
----------------------------
Xxxxx X. Xxxxx, President
ACKNOWLEDGED AND AGREED:
RIVER CITY BROADCASTING, L.P.
By:
---------------------------
Its General Partner
By: /s/ Xxxxx Xxxxx
------------------------
Xxxxx Xxxxx
10
SCHEDULE A
TO XXXXXXXX-XXX
LETTER AGREEMENT
STATIONS SUBJECT TO THE AGREEMENT
---------------------------------
Station Location
------- --------
WTTA Tampa, FL
WPGH Pittsburgh, PA
WBFF Baltimore, MD
WLFL Raleigh, NC
WCGV Milwaukee, WI
KSMO Kansas City, KS
WTTE Columbus, OH
KABB San Antonio, TX
WTVZ Norfolk, VA
WTTO Birmingham, AL
WSMH Flint, MI
WDKY Lexington, KY
KDSM Des Moines, IA
WYZZ Peoria, IL
THE INFORMATION BELOW MARKED BY * AND [] HAS BEEN OMITTED PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY FILED WITH
THE COMMISSION.
SCHEDULE B
TO XXXXXXXX-XXX
LETTER AGREEMENT
[*]
[*]
[*]
[*]
[*]
[*]
[*]
THE INFORMATION BELOW MARKED BY * AND [] HAS BEEN OMITTED PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY FILED WITH
THE COMMISSION.
EXHIBIT B
[*]
[*]
[*]
[*]
[*]
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[*]
[*]
[*]
[*]
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FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY FILED WITH
THE COMMISSION.
EXHIBIT B
[*]
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[*]
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[*]
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[*]
THE INFORMATION BELOW MARKED BY * AND [] HAS BEEN OMITTED PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY FILED WITH
THE COMMISSION.
EXHIBIT B
[*]
THE INFORMATION BELOW MARKED BY * AND [] HAS BEEN OMITTED PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY FILED WITH
THE COMMISSION.
EXHIBIT B
[*]
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[*]
[*]
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[*]
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[*]
[*]
[*]
THE INFORMATION BELOW MARKED BY * AND [] HAS BEEN OMITTED PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY FILED WITH
THE COMMISSION.
EXHIBIT "A"
[*]
THE INFORMATION BELOW MARKED BY * AND [] HAS BEEN OMITTED PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY FILED WITH
THE COMMISSION.
SCHEDULE C
TO XXXXXXXX-XXX
LETTER AGREEMENT
[*]
[*]
[*]
[*]
[*]
[*]
[*]
[*]
[*]
THE INFORMATION BELOW MARKED BY * AND [] HAS BEEN OMITTED PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY FILED WITH
THE COMMISSION.
EXHIBIT A
[*]
[*]
[*]
THE INFORMATION BELOW MARKED BY * AND [] HAS BEEN OMITTED PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY FILED WITH
THE COMMISSION.
EXHIBIT A
[*]
[*]
THE INFORMATION BELOW MARKED BY * AND [] HAS BEEN OMITTED PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY FILED WITH
THE COMMISSION.
EXHIBIT A
[*]
[*]
THE INFORMATION BELOW MARKED BY * AND [] HAS BEEN OMITTED PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY FILED WITH
THE COMMISSION.
EXHIBIT A
[*]
[*]
THE INFORMATION BELOW MARKED BY * AND [] HAS BEEN OMITTED PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY FILED WITH
THE COMMISSION.
EXHIBIT A
[*]
[*]
THE INFORMATION BELOW MARKED BY * AND [] HAS BEEN OMITTED PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY FILED WITH
THE COMMISSION.
EXHIBIT A
[*]
[*]
THE INFORMATION BELOW MARKED BY * AND [] HAS BEEN OMITTED PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY FILED WITH
THE COMMISSION.
EXHIBIT A
[*]
[*]
[*]
[*]
[*]
THE INFORMATION BELOW MARKED BY * AND [] HAS BEEN OMITTED PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY FILED WITH
THE COMMISSION.
EXHIBIT A
[*]
[*]
THE INFORMATION BELOW MARKED BY * AND [] HAS BEEN OMITTED PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY FILED WITH
THE COMMISSION.
SCHEDULE D
TO XXXXXXXX-XXX
LETTER AGREEMENT
Announced FBC New Programming
-----------------------------
Fox After Breakfast
Fox News Sunday
Bourbon Street
THE INFORMATION BELOW MARKED BY * AND [] HAS BEEN OMITTED PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY FILED WITH
THE COMMISSION.
SCHEDULE E
[*]
[*]
[*1]
[*2]
[*]
[*3]
[*]
[*4]
[*5]
[*]
--------------------------
1 [*]
2 [*]
3 [*]
4 [*]
5 [*]
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FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTIONS HAVE BEEN SEPARATELY FILED WITH
THE COMMISSION.
SCHEDULE F
[*]
[*]
[*]
[*]
[*]
