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Exhibit 10.15
June 5, 1998
PRIMARY TELEVISION AFFILIATION AGREEMENT
STC Broadcasting, Inc.
TELEVISION STATION: WDTN - Dayton, ON
Gentlemen:
The following shall constitute the agreement between American Broadcasting
Companies, Inc. ("ABC" or "we") and STC Broadcasting, Inc. ("You"), in order
that your station may continue to serve the public interest, convenience and
necessity. We and you hereby mutually agree upon the following plan of network
cooperation which shall replace, effective on the effective date of this
Agreement pursuant to the provisions herein, any and all affiliation agreements
previously in force with respect to your station.
You represent, warrant and agree that (i) the broadcast license of Your station
is held by STC License Company ("Licensee"), a direct wholly-owned subsidiary of
you; and (ii) the sole purpose of Licensee is to hold the broadcast license of
your station; (iii) in the event your stock, partnership interests, assets or
the operating equipment and facilities of your station are transferred or
assigned to a third party ("Transferee"), all of the stock, partnership
interests and assets, including the broadcast license, of Licensee shall be
simultaneously transferred or assigned to Transferee so that the transaction
shall result in the transfer or assignment of your station as a single entity
with all its licenses, authorities, equipment and facilities necessary to
operate a television broadcast station, subject to prior approval of the FCC,
ABC and any other third party as required by FCC regulations, the terms of this
Agreement or otherwise. You further agree that during the term of this Agreement
you shall (i) cause Licensee to perform all acts necessary for you to perform
fully all of the obligations undertaken by you in this Agreement, and (ii) cause
Licensee to forbear from acting in any manner forbidden by, or inconsistent
with, the terms of this Agreement.
1. NETWORK AFFILIATION AND PROGRAM SERVICE
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 Television
Programs means 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
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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.)
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 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:
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-TV 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 station.
II TERM
This agreement shall become effective upon the effective date of your
acquisition (directly or through a wholly-owned subsidiary) of WDTN, Dayton,
Ohio, and shall continue until 3:00 AM, NYT, on the 29th day of August, 2004.
III. NETWORK STATION COMPENSATION
A. You will be entitled to receive an annual compensation guarantee of Two
Million Dollars ($2,000,000) Dollars (net of affiliation fees and payable
monthly in equal installments) for (i) the first year of this agreement and (ii)
for each year thereafter during the term hereof
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provided that the following conditions are satisfied in the year immediately
preceding each such year including the first year:
1. your station maintains the same level of clearances of ABC
network programs as it maintained in the 1996-1997 television
season (i.e., the last two quarters of 1996 and the first two
quarters of 1997);
2. your station's preemption levels for prime-time network
programming do not exceed fifty-eight (58) half hours for
each calendar year of the term of this Agreement or any pro
rata portion thereof.
B. Your entitlement to the annual compensation guarantee in any
particular year after the first year hereof is dependent on your satisfaction
for the immediately preceding year (including the first year hereof) of the
conditions set out immediately above in subparagraph A. For any year following a
year in which such conditions have been satisfied, your compensation will be in
the amount of the guarantee (plus any additional compensation due under
subparagraph C below). For any year following a year in which such conditions
have not been satisfied, your compensation will be determined instead solely by
the formula set forth in Schedule A attached hereto and made a part hereof.
C. For any year (including the first year hereof) in which your annual
compensation will be in the amount of the guarantee, your compensation under the
formula set forth in Schedule A will be compared with the guarantee and if such
compensation is greater than such guarantee, you will be paid the difference as
additional compensation for that year.
D. During any year in which the annual compensation guarantee set forth
in subparagraph A and 2 above does not apply, we reserve the right to reevaluate
and change at any time (a) the network station rate set forth in Schedule A, (b)
the percentage(s) set forth in the Table in Schedule A, or (c) your network
weekly deduction, by notice to you in writing to such effect ninety (90) days
prior to the effective date of any such change. If the effect of such changes
would be to decrease your annual network compensation under Schedule A by more
than 25%, you may, if you so elect, terminate this affiliation agreement by
giving us prior written notification within forty-five (45) days after the date
of our notice to you.
E. If you fail to satisfy any of the conditions set forth in
subparagraphs A (1), (2) and (3) above, 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
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the right, in our sole discretion, to terminate this agreement upon two
hundred seventy (270) days written notice to you.
IV. NETWORK NON-DUPLICATION PROTECTION
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
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.
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.
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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 role 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 shall
compensate you in accordance with the applicable table set forth in
Schedule 2 hereto and hereby made a part hereof.
VI GENERAL
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 Section III of this Agreement.
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
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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, provided that no such preemption shall act to reduce your annual
compensation guarantee except as set forth in Section III above. With respect to
programs already accepted hereunder, you shall give us prompt telegraphic
notification 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 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 preempted by you for
any reason other than those set forth in (a) and (b) above and in violation of
Section III(A)(2) 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 during a single
television season (September through September), whether or not such
pre-emptions are for the reasons set forth in (a) and (b) above.
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
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verify your carriage of network commercial announcements, identifications and
program promotional material, if we have reasonable grounds for believing that
you have not done so, 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
(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 significantly 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
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. 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 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 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 ninety (90) 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 ninety (90)
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.
H. Your rights under this Agreement are limited to the First Call
Rights to Network Television Programs pursuant to the terms herein. Except for
grants by your station of retransmission consent to cable systems pursuant to
our retransmission consent policy (which we may amend from time to time), 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.
I. Except upon our prior written consent, you agree that your station
will not enter into any local marketing or time brokerage agreement whereby
another television station or other third party (excepting suppliers of
syndicated programming or nonnews local programming unique to the station's
community) supplies programming to your station. If you enter into such an
agreement without our written consent, we shall have the right to terminate this
Agreement upon fourteen (14) day's notice to you.
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
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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 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 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
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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:
(a) If to you:
General Manager
WDTN
0000 X. Xxxxx Xxxxxx
Xxxxxx, XX 00000
Phone: 000-000-0000 / Fax: 000-000-0000
with copies (which shall not constitute notice) to:
Mr. Xxxxxx Xxxxx
STC Broadcasting, Inc.
0000 Xxxxxx Xxxxxx Xxxxx
Xxxxx 000
Xx. Xxxxxxxxxx, XX 00000
Phone: 000-000-0000 / Fax: 000-000-0000
Xxxxxxx X. Xxxxxx, Esq.
Xxxxx & Xxxxxxx
000 Xxxxxxxxxx Xxxxxx
Xxxxxxxxxx, X.X.
Phone: 000-000-0000 / Fax: 000-000-0000
(b) If to ABC:
Mr. Xxxx Xxxxx
Senior Vice President
Affiliate Relations
ABC Television Network
00 Xxxx 00 Xxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000-0000
Phone: 000-000-0000 / Fax: 000-000-0000
with a copy (which shall not constitute notice) to:
Xxxxx Xxxxxxxxx, Esq.
ABC, Inc.
Law & Regulation Department
00 Xxxx 00 Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000-0000
Phone: 000-000-0000 / Fax: 000-000-0000
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or to such other person, address or facsimile number as you or ABC may designate
by written notice.
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. You acknowledge that, in view of the uniqueness of the plan of
network cooperation set forth in this Agreement, in the event that your
obligations under this Agreement are not performed in accordance with its terms,
ABC would not have an adequate remedy at law and therefore agree that ABC 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 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 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.
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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/ Xxxxxxx Xxxxxxxxxxx
-------------------------------
Accepted this 2nd day of
July, 1998
Station: WDTN - Dayton, Ohio
Parent: STC Broadcasting, Inc
Licensee: STC License Company
By: /s/ Xxxxx X. Xxxx
----------------------------
Name: Xxxxx X. Xxxx
Title: Chief Financial Officer
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RIDER ONE
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 extend only from the start
of the live time period designated by us for broadcast of that
network program by your station to the end of 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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SCHEDULE-A
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 $4,824.00 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 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.
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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 Section I.C.
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 for each week of said period.
(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.
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TABLE
EASTERN
MONDAY through FRIDAY
---------------------
Sign-on to 11:00 AM - 7%
11:00 AM to 1:00 PM - 18.25%
1:00 PM to 4:00 PM - 6%
4:00 PM to 8:00 PM - 10%
8:00 PM to 11:00 PM - 30%
11:00 PM to Sign-off - 15%
SATURDAY SUNDAY
-------- ------
Sign-on to 9:00 AM - 5% Sign-on to 9:00 AM - 5%
9:00 AM to 2:00 PM - 8% 9:00 AM to 2:00 PM - 6%
2:00 PM to 6:00 PM - 15% 2:00 PM to 6:00 PM - 15%
6:00 PM to 8:00 PM - 10% 6:00 PM to 7:00 PM - 10%
8:00 PM to 11:00 PM - 30% 7:00 PM to 11:00 PM - 30%
11:00 PM to Sign-off - 15% 11:00 PM to Sign-off - 15%
All times in this paragraph are expressed in terms of your station's then
current local time.
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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.
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
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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 periods(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 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.
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.
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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).
C. COMPENSATION TABLE FOR CUT-IN OR LOCAL TAG ANNOUNCEMENTS
EASTERN
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.
