EXHIBIT 10.1
[CAPITAL CITIES/ABC, INC. LETTERHEAD]
April, 26, 1988
PRIMARY TELEVISION AFFILIATION AGREEMENT
The Hearst Corporation
Kansas City, MO.
TELEVISION STATION: KMBC
Gentlemen:
In order that your station may continue to serve the public interest,
convenience and necessity, this Company and your Television Station KMBC hereby
mutually agree upon the following plan of network cooperation, which shall
replace the affiliation agreement between you and us dated May 15, 1986, as
amended.
I. NETWORK AFFILIATION AND PROGRAM SERVICE
A. FIRST CALL. We will offer you, for television broadcasting by your
station, the first call on all our network television programs which are to be
broadcast on a network basis in the community to which your station is licensed
by the Federal Communications Commission. 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.
B. PROGRAM SERVICE. The program service we are offering will be as follows:
1. Network Sponsored Programs. "Network sponsored programs", as used in
this agreement, shall mean those television network programs which contain
one or more commercial announcements paid for by or on behalf of one or
more ABC Network advertisers.
a) We will offer you all ABC television network sponsored programs for
which sponsors may request broadcasting in the community to which your
station is licensed.
b) You agree to broadcast network sponsored programs in their entirety,
including but not limited to the network
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commercial announcements, 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
concerning a network program for which your station has not been
ordered or 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.
2. Network Sustaining, Cooperative and Spot Carrier Programs.
a) We will from time to time offer you live or recorded network
programs identified as sustaining programs, cooperative programs or
spot carrier programs. Except as set forth below in subparagraphs (b)
and (c), you agree to broadcast such programs which you accept in
their entirety without interruption or deletion or addition of any
kind.
b) 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. The charges
to you for recorded sustaining programs will be as follows:
$100. per clock hour for film or taped programs
(black and white)
$200. per clock hour for film or taped programs
(color)
c) 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 ACCEPTANCE. You agree that you will advise us within 15 days of
the date of our offer of your acceptance or rejection of any offer by us
relating to a regularly scheduled network program. With respect to any network
program not regularly scheduled, you will advise us of your acceptance or
rejection of our offer 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
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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
network program(s) shall constitute your agreement to broadcast such network
program(s) in accordance with the terms of this agreement and of our offer to
you.
D. PROGRAM DELIVERY. By means satisfactory to us, we will arrange, at our
own expense, for programs to be delivered, at our election, either to your
control board at your main studios or to your satellite earth station. It is
understood that if ABC elects to use any carrier facilities, then ABC shall be
the customer for the connection facilities between the carrier and your main
studios; and in the event that you desire to use said carrier facilities,
purchased by ABC, for other than ABC live service, it is agreed that any such
use will require our prior written approval. Upon such approval by us, if any,
we will xxxx you and you agree to reimburse us for our costs for such use of
these facilities.
II. NETWORK STATION RATE
1. The network station rate for your station shall be $1,800.00 and shall
be used by us in determining your station compensation in accordance with the
formula set forth in Schedule A hereto.
2. We reserve the right to reevaluate and change at any time your network
station rate from that set forth in Subparagraph 1 above by notice to you in
writing to such effect. Any increase in your station rate will become effective
at the date specified in our notice to you. Should we decrease your network
station rate below that set forth in Subparagraph 1 above, we will notify you in
writing at least six months prior to the effective date of such reduction, and
you may, if you so elect, terminate this affiliation agreement as of the
effective date of such reduction in your station rate by giving us prior written
notification within 90 days after the date of our notice to you of such
reduction. However, if such decrease is part of a general rate revision on the
ABC Network, we will notify you in writing at least 30 days prior to the
effective date of such reduction, and you may, if you so elect, terminate this
affiliation agreement as of the effective date of such reduction in your station
rate by giving us prior written notification within 15 days after the date of
our notice to you of such reduction.
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III. NETWORK STATION COMPENSATION
1. We agree to pay you, and you agree to accept, compensation in accordance
with the provisions set forth in Schedule A attached hereto and hereby made a
part hereof.
2. If you should be unable, for any reason to broadcast any sponsored
program(s), or any portion thereof, your compensation hereunder from us for that
period shall be reduced accordingly.
3. 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.
4. 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
cancelling one or more network programs, whether sponsored or sustaining, in
which event you shall receive no compensation for any such cancelled network
sponsored program(s).
5. With respect to network programs offered or already contracted for
pursuant to this affiliation agreement, nothing herein contained shall be
construed to prevent or hinder you from (a) rejecting or refusing network
programs which you reasonably believe to be unsatisfactory, unsuitable or
contrary to the public interest, or (b) substituting program, which in your
opinion, is of greater local or national importance. You shall give us prompt
telegraphic notification of any such refusal, rejection or substitution, and we
shall be under no obligation to 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.
IV. 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
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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.
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
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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 B hereto.
V. GENERAL
1. 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.
2. Subject to Subparagraph 2 of Section III of this agreement, neither you
nor ourselves 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 broadcast.
3. 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
less value to us as a network outlet than it is as of the date of this
agreement, we will have the right to terminate this agreement upon thirty (30)
days' advance written notice.
4. 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(e) of the Rules and Regulations of the Federal
Communications Commission, we shall have the 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 we do not so
terminate this agreement, you agree, prior to the effective date of any such
assignment or transfer of control of your stations to procure and deliver to us,
in form satisfactory to us, the agreement of the
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proposed assignee or transferee that, upon consummation of the assignment or
transfer of control of your station's authorization, the assignee or transferee
will assume and perform this agreement in its entirety without limitation of any
kind. If you fail to notify us of the proposed assignment or transfer of control
of your station's authorization, or fail to procure the agreement of the
proposed assignee or transferee in accordance with the preceding sentence, we
shall have the right to terminate this agreement upon thirty (30) days' notice
in writing to you and the transferee or assignee, after the effective date of
such assignment or transfer or the date on which we learn of such assignment or
transfer, whichever is later.
5. You agree not to authorize, cause, permit or enable anything to be done
whereby any program which we supply to you herein may be used for any purpose
other than broadcasting by your station in the community to which it is
licensed, which broadcast is intended 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.
6. 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.
7. 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
advertisements, announcements or promotions.
8. 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 at the
source all music in the repertory of ASCAP and of BMI used on our network
programs, thereby licensing the broadcasting of such music on such programs over
your station.
9. 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
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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.
10. 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.
11. This agreement shall be governed by and construed in accordance with
the laws of the State of New York.
12. Upon termination of this agreement, the consent theretofore granted to
broadcast our Network programs shall be deemed immediately withdrawn and you
shall have no further rights of any nature whatsoever in such programs.
13. We agree to indemnify, defend and hold you harmless against and from
all claims, damages, liabilities, costs and expenses arising out of the use or
exercise by you, in accordance with this agreement, of any rights or material
furnished by us hereunder, provided that you promptly notify us of any claim or
litigation to which this indemnity shall apply, and that you cooperate fully
with us in the defense at our request. You similarly agree to indemnify, defend
and hold us harmless with respect to material furnished by you.
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VI. TERM
This agreement shall become effective at 3:00 AM, NYT, on the 1st day of
October , 1988, and it shall continue until 3:00 AM, NYT, on the 1st day of
October , 1990. It is understood and agreed, however, that this agreement may be
terminated by either party upon giving the other party six (6) months advance
written notice of its intention to do so.
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/ American Broadcasting Companies,Inc.
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Senior Vice President, In Charge of
Affiliate Relations
Accepted this 24th day of May, 1988.
Television Station: KMBC-TV
By: /s/ The Hearst Corporation
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