12
June 30, 1999
Robert Allbritton
President
Allbritton Communications Co.
800 17th Street, N.W.
Washington, DC 20006
Re: KATV/Little Rock, AR
Dear Robert:
If approved by your station, this document will constitute a side
letter amendment to the existing affiliation agreement between American
Broadcasting Companies, Inc. (hereinafter, "ABC" or "Network") and your station
(hereinafter, the "Amendment"). ABC reserves the right to terminate this
Amendment if comparable side letter amendments have not been accepted by
non-owned ABC-affiliated stations representing 66% coverage of the country by
July 16, 1999.
I. INVENTORY SWAP/NFL CONTRIBUTION
A. 8 Additional Primetime Spots per Wee k to Your Station from
Network:
1. 2 "A" program spots per week
2 4 "B" program spots per week
3. 2 "C" program spots per week
4. Dividing the Network's weekly primetime program schedule
into one-thirds, the "A" spots shall come from spots
appearing in the top rated one-third, the "B" spots shall
come from spots appearing in the middle rated one-third, and
the "C" spots shall come from spots in the lowest rated
one-third of the Network's primetime program schedule. The
allocation and placement of the spots will be made within 60
days prior to the start of each new Network television
season.
B. To Network from Your Station
1. A total annual payment by your station of $292,639. This
payment will be made through an equal monthly reduction from
your station's Network compensation.Y The payment has been
calculated on the basis of the following methodology: A $45
million aggregate annual payment by non-ABC-Owned Stations
through monthly deduction from Network compensation, and to
the extent there is inadequate Network compensation to cover
the payment, through equal monthly payments. The amount of
payment required of each Station will be based upon the
pro-rata percentage of the station's market coverage of
total U.S. television households (excluding coverage by
ABC-owned stations) which amounts to 74.888%. The amount of
the annual $45 million payment by non-owned ABC stations
will be reduced in proportion to any increase in the present
percentage of coverage of U.S. television households by
television stations owned or operated by ABC or its
affiliated companies. (E.g. if ABC's coverage were to
increase to 30%, the aggregate annual affiliate payment
would be reduced to $41,528,877.) If that were to happen,
the amount of payment required of your station would be
reduced correspondingly.
2. 10 Children's spots per week.
C. Children's Clearances:
Your station shall maintain its current level and time period
scheduling of Children's clearances. ABC warrants that during the
three year term of the agreement, the Network will continue to
provide the quantity of educational and informational programming
that satisfies the FCC's Children's television rules (currently
three hours per week) and that Network-supplied commercial matter
in all Children's programming will not exceed FCC restrictions.
ABC will indemnify and hold your station harmless against any
breach by the Network of the Children's program and commercial
content warranty.
D. Term: The provisions of this Section I (Inventory Swap/NFL
Contribution) shall have a term of 3 years beginning August 1,
1999.
E. Guarantees Against Dilution During the Term of the Inventory
Swap/NFL Contribution Plan:
1. The Network agrees that it will afford your station
commercial units of the same number and length and with
substantially the same placement as during the 1998-1999
Network television season. The Network will also add the two
(2) units per hour of inventory for your station to auto
racing, golf and horse racing as set out in the body of Pat
Fili's June 4, 1999 letter. (A copy of that letter is
attached).
2. Network agrees that apart from the program categories listed
in the body of Pat Fili's June 4, 1999 letter, and except as
might arise in the enforcement or negotiation of individual
contracts, Network will continue to offer your station the
same cash compensation currently offered.
3. Your station guarantees that it will maintain at least its
current level of clearance and time period scheduling of
"The View" and "Politically Incorrect" through July 31,
2000.
II. SOAP CHANNEL PARTICIPATION
A. Soap Channel Cable Service Revenue Sharing:
1. Your station, along with other affiliates accepting the
terms set forth herein (including ABC Owned Stations) will
have an economic participation in The Soap Channel Cable
Service by receiving one of the following annual
distributions, whichever is greater:
a. $0.01/month per revenue-generating Soap Channel
subscriber in the affiliate's market.
b. 15% of total annual subscriber revenue generated in the
affiliate's market capped at $0.03 per
revenue-generating sub/month.
c. 10% of total subscriber revenue generated in the
affiliate's market, without a cap.
d. 15% of annual net profits generated in the affiliate's
market.
2. The term "market" means your station's DMA. Revenues
generated in a DMA adjacent to that of an ABC affiliate but
in which no ABC affiliated station exists shall be credited
to an ABC station or stations outside that DMA based upon
their respective viewing shares in that DMA.
3. The term "cable service" includes the distribution of
programming by any video delivery system now known or
hereafter devised, including, but not limited to, television
stations, satellite, wireless, telephone and cable systems.
4. The terms "revenue-generating Soap Channel subscriber" and
"subscriber revenue" mean the subscriber fee paid by the
cable service, without regard to launch fees.
5. The term "net profits" (as used in this section) means gross
revenue less any costs incurred by The Soap Channel cable
service, subject to independent audit.
6. The term "Soap Channel Cable Service" means that programming
service that was announced by ABC on April 8, 1999. If that
service is partially owned by ABC or is merged with the Soap
Channel announced by Sony, the affiliate participation in
annual net profits as set out in paragraph II. A.(1)(d) will
be diluted in the same proportion as ABC's interest in the
service. Affiliate participation under the formula set out
in paragraph II. A.(1)(a)-(c) will not be subject to
dilution or reduction.
B. Daytime Clearances:
Your station shall maintain current level and time period
scheduling of clearances for the following ABC Soaps: General
Hospital, All My Children, One Life To Live and Port Charles, or
for any replacement soap opera programming.
C. Exclusivity: ABC has immediate repurposing rights for its soaps
for the purposes and as provided in this section II for the term
stated in paragraph D below.
D. Term:
1. The term of the provisions of Section II of this Amendment
shall be for the duration of your station's ABC affiliation
agreement.
2. The same terms of Soap Channel Participation will apply
during the term of the renewal of current affiliation
agreements.
III. EXCLUSIVITY
A. Entertainment:
1. Series: ABC will not repurpose any Primetime Entertainment
series episode within 180 days of the end of its original
airing on the Network or the expiration of that television
season (Sept.-Sept.), whichever is earlier. (In no event
will ABC repurpose any such series episode within 90 days of
the end of its original airing on the Network.)
2. Made for TV Movies, Mini-Series and Specials: ABC will not
repurpose within 60 days of the end of original airing on
the Network.
3. Awards Shows and other timely Specials: ABC will not
repurpose within 48 hours of the end of original airing on
the Network.
4. ABC will not promote the repurposed Entertainment
programming prior to its original airing on the Network. ABC
will obtain contractual commitments from licensees imposing
the same promotion limitations, but ABC will have no
liability to affiliates in the event of a breach by such
licensee.
5. The above notwithstanding, ABC will be free to repurpose up
to 25% of the Primetime Entertainment schedule without any
restrictions.
B. Sports:
1. Programs: ABC will not repurpose any Sports program in its
entirety within 48 hours of the end of its original airing
on the Network.
2. Excerpts: ABC will not repurpose excerpts (defined as 40% or
less) of any Sports program within 4 hours of the end of its
original airing on the Network.
3. Highlights: ABC will continue to be free to use highlights
drawn from any Sports program anytime after its original
airing on the Network. The term "highlight" is defined by
reference to custom and practice within the broadcast
industry.
C. News:
1. ABC has immediate and unrestricted repurposing rights for
breaking news coverage unless it has preempted Network
programming for such coverage in which case it will have
unrestricted repurposing rights immediately following the
preemption of Network programming for such coverage.
2. ABC will not repurpose any "hard" News program (e.g., WNT &
Nightline) within 4 hours of the end of its original airing
on the Network, and any timely News program (e.g., GMA)
within 2 hours of the end of its original airing on the
Network. Upon request by ABC, affiliates will not repurpose
in the same time period in which ABC is airing "hard" News
any News program content that has been provided by ABC.
3. ABC will not repurpose any "soft" News program (e.g.,
Newsmagazines) in its entirety within 60 days of the end of
its original airing on the Network. ABC may repurpose
excerpts of any Newsmagazine program within 60 days after
the end of its original airing on the Network if the new
program does not contain more than 50% of any one original
Newsmagazine program and the original Newsmagazine program
titles are not used unless modified (e.g., "Best of 20/20").
4. Politically Incorrect: ABC will not repurpose within 4 hours
of the end of its original airing on the Network.
D. Daytime:
1. ABC has immediate and unrestricted repurposing right for its
soaps as provided for herein. ABC will limit its repurposing
of its soaps to the Soap Channel Cable Service unless and
until the launch of such channel fails. In the event that
ABC repurposes its soaps apart from the Soap Channel Cable
Service, your station will be entitled to an economic
participation from such repurposing by receiving an annual
distribution based on 15% of annual net profits generated by
such repurposing in your station's market. For the purposes
of this paragraph only "net profits" means gross revenue
less any direct out of pocket costs incurred by ABC in
repurposing its soaps. The term "direct out of pocket costs"
means amounts paid by ABC to third parties specifically and
solely for the repurposing of the soap operas (e.g. third
party participations, residuals, rights clearance costs and
the like). The term excludes amounts paid to Disney/ABC, any
of their respective subsidiaries or any of their employees,
save residuals or third party participations that may be
owed to such employees. The calculation of net profits as
set out in this paragraph will be subject to independent
audit. The provision of this paragraph related to ABC's
repurposing soaps apart from a Soap Channel Cable Service
and the right of your station to an economic participation
in such repurposing shall be subject to the term limitations
set out in paragraph E below.
2. ABC will not repurpose The View or any replacement
programming referenced in paragraph II.B above that is not a
soap opera within 4 hours of the end of its original airing
on the Network.
E. Term: The term of the provisions of this Section III shall be
coterminous with the term of Section I (the Inventory Swap/NFL
Contribution Plan) of this Amendment.
IV. FURTHER FLEXIBILITY
The parties recognize that ABC may wish to repurpose certain
programming in a manner that is at variance with the limitations set
forth above. Your station authorizes the Network's Affiliate Board to
act fully on your behalf to accept or reject ABC's requests for such a
variance and agrees that neither the Affiliate Board nor those acting
on its behalf will be liable to you for the decisions it makes to
accept or reject a variance. The Affiliate Board will be required to
meet with ABC promptly upon receiving a request for such a variance,
and will not act unreasonably in withholding its approval.
V. MISCELLANEOUS
1. The geographical scope of exclusivity shall be your
station's DMA or any lesser area as may be required by the
FCC under existing rules.
2. The exclusivity provisions prohibit repurposing by any video
delivery system now known or hereafter devised, including,
but not limited to, television stations, satellite,
wireless, telephone and cable systems.
3. The prohibition against and the contractual provisions
restricting the pre-promotion of Entertainment programming
(as set out in paragraph III.A (4)) apply as well to all
other program classifications, e.g., news and sports.
4. If comparable side letter amendments are accepted by the
requisite number of affiliates, then as to those accepting
affiliates ABC agrees not to implement before August 1, 2002
any of the measures outlined in the attachment to Pat Fili's
June 4, 1999 letter entitled "1999-2000 Season Format
Adjustments", except the compensation reduction outlined in
the body of that letter which will be implemented as to all
affiliates. With respect to any affiliates who do not accept
such a comparable side letter agreement, ABC reserves all of
its rights including the measures outlined in the attachment
to the letter.
5. If ABC should desire to program or create a channel that is
designed to repurpose a significant portion of any class of
ABC Network programming that involves the creation of an
asset, ABC agrees to enter into good faith negotiations
about affiliate financial participation in such asset but
ABC shall be under no legally enforceable obligation to come
to agreement with affiliates about any such participation.
6. In the event that your station's existing affiliation
agreement imposes greater clearance obligations than set
forth herein, those clearance obligations will continue to
apply.
7. The provisions of your station's existing affiliation
agreement relating to the application of FCC rules to
clearance commitments will continue to apply.
8. This Amendment shall be governed by New York Law.
* * *
If your station wishes to agree to the Amendment, please execute the
enclosed copy of this letter in the space provided below and return it to me
before July 16, 1999.
Very truly yours,
/s/ John L. Rouse
John L. Rouse
Senior Vice President
Affiliate Relations
Accepted and Agreed To:
KATV/Little Rock, AR
By: /s/ Stephen P. Gibson
- -------------------------
Title: Vice President
- -------------------------
Dated: August 10, 1999
- -------------------------
June 30, 1999
Robert Allbritton
President
Allbritton Communications Co.
800 17th Street, N.W.
Washington, DC 20006
Re: KTUL/Tulsa, OK
Dear Robert:
If approved by your station, this document will constitute a side letter
amendment to the existing affiliation agreement between American Broadcasting
Companies, Inc. (hereinafter, "ABC" or "Network") and your station (hereinafter,
the "Amendment"). ABC reserves the right to terminate this Amendment if
comparable side letter amendments have not been accepted by non-owned
ABC-affiliated stations representing 66% coverage of the country by July 16,
1999.
I. INVENTORY SWAP/NFL CONTRIBUTION
A. 8 Additional Primetime Spots per Week to Your Station from
Network:
1. 2 "A" program spots per week
2 4 "B" program spots per week
3. 2 "C" program spots per week
4. Dividing the Network's weekly primetime program schedule
into one-thirds, the "A" spots shall come from spots
appearing in the top rated one-third, the "B" spots shall
come from spots appearing in the middle rated one-third, and
the "C" spots shall come from spots in the lowest rated
one-third of the Network's primetime program schedule. The
allocation and placement of the spots will be made within 60
days prior to the start of each new Network television
season.
B. To Network from Your Station
1. A total annual payment by your station of $286,029. This
payment will be made through an equal monthly reduction from
your station's Network compensation.Y The payment has been
calculated on the basis of the following methodology: A $45
million aggregate annual payment by non-ABC-Owned Stations
through monthly deduction from Network compensation, and to
the extent there is inadequate Network compensation to cover
the payment, through equal monthly payments. The amount of
payment required of each Station will be based upon the
pro-rata percentage of the station's market coverage of
total U.S. television households (excluding coverage by
ABC-owned stations) which amounts to 74.888%. The amount of
the annual $45 million payment by non-owned ABC stations
will be reduced in proportion to any increase in the present
percentage of coverage of U.S. television households by
television stations owned or operated by ABC or its
affiliated companies. (E.g. if ABC's coverage were to
increase to 30%, the aggregate annual affiliate payment
would be reduced to $41,528,877.) If that were to happen,
the amount of payment required of your station would be
reduced correspondingly.
2. 10 Children's spots per week.
C. Children's Clearances:
Your station shall maintain its current level and time period
scheduling of Children's clearances. ABC warrants that during the
three year term of the agreement, the Network will continue to
provide the quantity of educational and informational programming
that satisfies the FCC's Children's television rules (currently
three hours per week) and that Network-supplied commercial matter
in all Children's programming will not exceed FCC restrictions.
ABC will indemnify and hold your station harmless against any
breach by the Network of the Children's program and commercial
content warranty.
D. Term: The provisions of this Section I (Inventory Swap/NFL
Contribution) shall have a term of 3 years beginning August 1,
1999.
E. Guarantees Against Dilution During the Term of the Inventory
Swap/NFL Contribution Plan:
1. The Network agrees that it will afford your station
commercial units of the same number and length and with
substantially the same placement as during the 1998-1999
Network television season. The Network will also add the two
(2) units per hour of inventory for your station to auto
racing, golf and horse racing as set out in the body of Pat
Fili's June 4, 1999 letter. (A copy of that letter is
attached).
2. Network agrees that apart from the program categories listed
in the body of Pat Fili's June 4, 1999 letter, and except as
might arise in the enforcement or negotiation of individual
contracts, Network will continue to offer your station the
same cash compensation currently offered.
3. Your station guarantees that it will maintain at least its
current level of clearance and time period scheduling of
"The View" and "Politically Incorrect" through July 31,
2000.
II. SOAP CHANNEL PARTICIPATION
A. Soap Channel Cable Service Revenue Sharing:
1. Your station, along with other affiliates accepting the
terms set forth herein (including ABC Owned Stations) will
have an economic participation in The Soap Channel Cable
Service by receiving one of the following annual
distributions, whichever is greater:
a. $0.01/month per revenue-generating Soap Channel
subscriber in the affiliate's market.
b. 15% of total annual subscriber revenue generated in the
affiliate's market capped at $0.03 per
revenue-generating sub/month.
c. 10% of total subscriber revenue generated in the
affiliate's market, without a cap.
d. 15% of annual net profits generated in the affiliate's
market.
2. The term "market" means your station's DMA. Revenues
generated in a DMA adjacent to that of an ABC affiliate but
in which no ABC affiliated station exists shall be credited
to an ABC station or stations outside that DMA based upon
their respective viewing shares in that DMA.
3. The term "cable service" includes the distribution of
programming by any video delivery system now known or
hereafter devised, including, but not limited to, television
stations, satellite, wireless, telephone and cable systems.
4. The terms "revenue-generating Soap Channel subscriber" and
"subscriber revenue" mean the subscriber fee paid by the
cable service, without regard to launch fees.
5. The term "net profits" (as used in this section) means gross
revenue less any costs incurred by The Soap Channel cable
service, subject to independent audit.
6. The term "Soap Channel Cable Service" means that programming
service that was announced by ABC on April 8, 1999. If that
service is partially owned by ABC or is merged with the Soap
Channel announced by Sony, the affiliate participation in
annual net profits as set out in paragraph II. A.(1)(d) will
be diluted in the same proportion as ABC's interest in the
service. Affiliate participation under the formula set out
in paragraph II. A.(1)(a)-(c) will not be subject to
dilution or reduction.
B. Daytime Clearances:
Your station shall maintain current level and time period
scheduling of clearances for the following ABC Soaps: General
Hospital, All My Children, One Life To Live and Port Charles, or
for any replacement soap opera programming.
C. Exclusivity: ABC has immediate repurposing rights for its soaps
for the purposes and as provided in this section II for the term
stated in paragraph D below.
D. Term:
1. The term of the provisions of Section II of this Amendment
shall be for the duration of your station's ABC affiliation
agreement.
2. The same terms of Soap Channel Participation will apply
during the term of the renewal of current affiliation
agreements.
III. EXCLUSIVITY
A. Entertainment:
1. Series: ABC will not repurpose any Primetime Entertainment
series episode within 180 days of the end of its original
airing on the Network or the expiration of that television
season (Sept.-Sept.), whichever is earlier. (In no event
will ABC repurpose any such series episode within 90 days of
the end of its original airing on the Network.)
2. Made for TV Movies, Mini-Series and Specials: ABC will not
repurpose within 60 days of the end of original airing on
the Network.
3. Awards Shows and other timely Specials: ABC will not
repurpose within 48 hours of the end of original airing on
the Network.
4. ABC will not promote the repurposed Entertainment
programming prior to its original airing on the Network. ABC
will obtain contractual commitments from licensees imposing
the same promotion limitations, but ABC will have no
liability to affiliates in the event of a breach by such
licensee.
5. The above notwithstanding, ABC will be free to repurpose up
to 25% of the Primetime Entertainment schedule without any
restrictions.
B. Sports:
1. Programs: ABC will not repurpose any Sports program in its
entirety within 48 hours of the end of its original airing
on the Network.
2. Excerpts: ABC will not repurpose excerpts (defined as 40% or
less) of any Sports program within 4 hours of the end of its
original airing on the Network.
3. Highlights: ABC will continue to be free to use highlights
drawn from any Sports program anytime after its original
airing on the Network. The term "highlight" is defined by
reference to custom and practice within the broadcast
industry.
C. News:
1. ABC has immediate and unrestricted repurposing rights for
breaking news coverage unless it has preempted Network
programming for such coverage in which case it will have
unrestricted repurposing rights immediately following the
preemption of Network programming for such coverage.
2. ABC will not repurpose any "hard" News program (e.g., WNT &
Nightline) within 4 hours of the end of its original airing
on the Network, and any timely News program (e.g., GMA)
within 2 hours of the end of its original airing on the
Network. Upon request by ABC, affiliates will not repurpose
in the same time period in which ABC is airing "hard" News
any News program content that has been provided by ABC.
3. ABC will not repurpose any "soft" News program (e.g.,
Newsmagazines) in its entirety within 60 days of the end of
its original airing on the Network. ABC may repurpose
excerpts of any Newsmagazine program within 60 days after
the end of its original airing on the Network if the new
program does not contain more than 50% of any one original
Newsmagazine program and the original Newsmagazine program
titles are not used unless modified (e.g., "Best of 20/20").
4. Politically Incorrect: ABC will not repurpose within 4 hours
of the end of its original airing on the Network.
D. Daytime:
1. ABC has immediate and unrestricted repurposing right for its
soaps as provided for herein. ABC will limit its repurposing
of its soaps to the Soap Channel Cable Service unless and
until the launch of such channel fails. In the event that
ABC repurposes its soaps apart from the Soap Channel Cable
Service, your station will be entitled to an economic
participation from such repurposing by receiving an annual
distribution based on 15% of annual net profits generated by
such repurposing in your station's market. For the purposes
of this paragraph only "net profits" means gross revenue
less any direct out of pocket costs incurred by ABC in
repurposing its soaps. The term "direct out of pocket costs"
means amounts paid by ABC to third parties specifically and
solely for the repurposing of the soap operas (e.g. third
party participations, residuals, rights clearance costs and
the like). The term excludes amounts paid to Disney/ABC, any
of their respective subsidiaries or any of their employees,
save residuals or third party participations that may be
owed to such employees. The calculation of net profits as
set out in this paragraph will be subject to independent
audit. The provision of this paragraph related to ABC's
repurposing soaps apart from a Soap Channel Cable Service
and the right of your station to an economic participation
in such repurposing shall be subject to the term limitations
set out in paragraph E below.
2. ABC will not repurpose The View or any replacement
programming referenced in paragraph II.B above that is not a
soap opera within 4 hours of the end of its original airing
on the Network.
E. Term: The term of the provisions of this Section III shall be
coterminous with the term of Section I (the Inventory Swap/NFL
Contribution Plan) of this Amendment.
IV. FURTHER FLEXIBILITY
The parties recognize that ABC may wish to repurpose certain
programming in a manner that is at variance with the limitations set
forth above. Your station authorizes the Network's Affiliate Board to
act fully on your behalf to accept or reject ABC's requests for such a
variance and agrees that neither the Affiliate Board nor those acting
on its behalf will be liable to you for the decisions it makes to
accept or reject a variance. The Affiliate Board will be required to
meet with ABC promptly upon receiving a request for such a variance,
and will not act unreasonably in withholding its approval.
V. MISCELLANEOUS
1. The geographical scope of exclusivity shall be your
station's DMA or any lesser area as may be required by the
FCC under existing rules.
2. The exclusivity provisions prohibit repurposing by any video
delivery system now known or hereafter devised, including, but
not limited to, television stations, satellite, wireless,
telephone and cable systems.
3. The prohibition against and the contractual provisions
restricting the pre-promotion of Entertainment programming (as
set out in paragraph III.A (4)) apply as well to all other
program classifications, e.g., news and sports.
4. If comparable side letter amendments are accepted by the
requisite number of affiliates, then as to those accepting
affiliates ABC agrees not to implement before August 1, 2002 any
of the measures outlined in the attachment to Pat Fili's June 4,
1999 letter entitled "1999-2000 Season Format Adjustments",
except the compensation reduction outlined in the body of that
letter which will be implemented as to all affiliates. With
respect to any affiliates who do not accept such a comparable
side letter agreement, ABC reserves all of its rights including
the measures outlined in the attachment to the letter.
5. If ABC should desire to program or create a channel that is
designed to repurpose a significant portion of any class of ABC
Network programming that involves the creation of an asset, ABC
agrees to enter into good faith negotiations about affiliate
financial participation in such asset but ABC shall be under no
legally enforceable obligation to come to agreement with
affiliates about any such participation.
6. In the event that your station's existing affiliation agreement
imposes greater clearance obligations than set forth herein,
those clearance obligations will continue to apply.
7. The provisions of your station's existing affiliation agreement
relating to the application of FCC rules to clearance commitments
will continue to apply.
8. This Amendment shall be governed by New York Law.
* * *
If your station wishes to agree to the Amendment, please execute the
enclosed copy of this letter in the space provided below and return it to me
before July 16, 1999.
Very truly yours,
/s/ John L. Rouse
John L. Rouse
Senior Vice President
Affiliate Relations
Accepted and Agreed To:
KTUL/Tulsa, OK
By: /s/ Stephen P. Gibson
- -------------------------
Title: Vice President
- -------------------------
Dated: August 10, 1999
- -------------------------
June 30, 1999
Robert Allbritton
President
Allbritton Communications Co.
800 17th Street, N.W.
Washington, DC 20006
Re: WCFT/Tuscaloosa, AL
Dear Robert:
If approved by your station, this document will constitute a side
letter amendment to the existing affiliation agreement between American
Broadcasting Companies, Inc. (hereinafter, "ABC" or "Network") and your station
(hereinafter, the "Amendment"). ABC reserves the right to terminate this
Amendment if comparable side letter amendments have not been accepted by
non-owned ABC-affiliated stations representing 66% coverage of the country by
July 16, 1999.
I. INVENTORY SWAP/NFL CONTRIBUTION
A. 8 Additional Primetime Spots per Week to Your Station from
Network:
1. 2 "A" program spots per week
2 4 "B" program spots per week
3. 2 "C" program spots per week
4. Dividing the Network's weekly primetime program schedule
into one-thirds, the "A" spots shall come from spots
appearing in the top rated one-third, the "B" spots shall
come from spots appearing in the middle rated one-third, and
the "C" spots shall come from spots in the lowest rated
one-third of the Network's primetime program schedule. The
allocation and placement of the spots will be made within 60
days prior to the start of each new Network television
season.
B. To Network from Your Station
1. A total annual payment by your station of $397,196. This
payment will be made through an equal monthly reduction from
your station's Network compensation.Y The payment has been
calculated on the basis of the following methodology: A $45
million aggregate annual payment by non-ABC-Owned Stations
through monthly deduction from Network compensation, and to
the extent there is inadequate Network compensation to cover
the payment, through equal monthly payments. The amount of
payment required of each Station will be based upon the
pro-rata percentage of the station's market coverage of
total U.S. television households (excluding coverage by
ABC-owned stations) which amounts to 74.888%. The amount of
the annual $45 million payment by non-owned ABC stations
will be reduced in proportion to any increase in the present
percentage of coverage of U.S. television households by
television stations owned or operated by ABC or its
affiliated companies. (E.g. if ABC's coverage were to
increase to 30%, the aggregate annual affiliate payment
would be reduced to $41,528,877.) If that were to happen,
the amount of payment required of your station would be
reduced correspondingly.
2. 10 Children's spots per week.
C. Children's Clearances:
Your station shall maintain its current level and time period
scheduling of Children's clearances. ABC warrants that during the
three year term of the agreement, the Network will continue to
provide the quantity of educational and informational programming
that satisfies the FCC's Children's television rules (currently
three hours per week) and that Network-supplied commercial matter
in all Children's programming will not exceed FCC restrictions.
ABC will indemnify and hold your station harmless against any
breach by the Network of the Children's program and commercial
content warranty.
D. Term: The provisions of this Section I (Inventory Swap/NFL
Contribution) shall have a term of 3 years beginning August 1,
1999.
E. Guarantees Against Dilution During the Term of the Inventory
Swap/NFL Contribution Plan:
1. The Network agrees that it will afford your station
commercial units of the same number and length and with
substantially the same placement as during the 1998-1999
Network television season. The Network will also add the two
(2) units per hour of inventory for your station to auto
racing, golf and horse racing as set out in the body of Pat
Fili's June 4, 1999 letter. (A copy of that letter is
attached).
2. Network agrees that apart from the program categories listed
in the body of Pat Fili's June 4, 1999 letter, and except as
might arise in the enforcement or negotiation of individual
contracts, Network will continue to offer your station the
same cash compensation currently offered.
3. Your station guarantees that it will maintain at least its
current level of clearance and time period scheduling of
"The View" and "Politically Incorrect" through July 31,
2000.
II. SOAP CHANNEL PARTICIPATION
A. Soap Channel Cable Service Revenue Sharing:
1. Your station, along with other affiliates accepting the
terms set forth herein (including ABC Owned Stations) will
have an economic participation in The Soap Channel Cable
Service by receiving one of the following annual
distributions, whichever is greater:
a. $0.01/month per revenue-generating Soap Channel
subscriber in the affiliate's market.
b. 15% of total annual subscriber revenue generated in the
affiliate's market capped at $0.03 per
revenue-generating sub/month.
c. 10% of total subscriber revenue generated in the
affiliate's market, without a cap.
d. 15% of annual net profits generated in the affiliate's
market.
2. The term "market" means your station's DMA. Revenues
generated in a DMA adjacent to that of an ABC affiliate but
in which no ABC affiliated station exists shall be credited
to an ABC station or stations outside that DMA based upon
their respective viewing shares in that DMA.
3. The term "cable service" includes the distribution of
programming by any video delivery system now known or
hereafter devised, including, but not limited to, television
stations, satellite, wireless, telephone and cable systems.
4. The terms "revenue-generating Soap Channel subscriber" and
"subscriber revenue" mean the subscriber fee paid by the
cable service, without regard to launch fees.
5. The term "net profits" (as used in this section) means gross
revenue less any costs incurred by The Soap Channel cable
service, subject to independent audit.
6. The term "Soap Channel Cable Service" means that programming
service that was announced by ABC on April 8, 1999. If that
service is partially owned by ABC or is merged with the Soap
Channel announced by Sony, the affiliate participation in
annual net profits as set out in paragraph II. A.(1)(d) will
be diluted in the same proportion as ABC's interest in the
service. Affiliate participation under the formula set out
in paragraph II. A.(1)(a)-(c) will not be subject to
dilution or reduction.
B. Daytime Clearances:
Your station shall maintain current level and time period
scheduling of clearances for the following ABC Soaps: General
Hospital, All My Children, One Life To Live and Port Charles, or
for any replacement soap opera programming.
C. Exclusivity: ABC has immediate repurposing rights for its soaps
for the purposes and as provided in this section II for the term
stated in paragraph D below.
D. Term:
1. The term of the provisions of Section II of this Amendment
shall be for the duration of your station's ABC affiliation
agreement.
2. The same terms of Soap Channel Participation will apply
during the term of the renewal of current affiliation
agreements.
III. EXCLUSIVITY
A. Entertainment:
1. Series: ABC will not repurpose any Primetime Entertainment
series episode within 180 days of the end of its original
airing on the Network or the expiration of that television
season (Sept.-Sept.), whichever is earlier. (In no event
will ABC repurpose any such series episode within 90 days of
the end of its original airing on the Network.)
2. Made for TV Movies, Mini-Series and Specials: ABC will not
repurpose within 60 days of the end of original airing on
the Network.
3. Awards Shows and other timely Specials: ABC will not
repurpose within 48 hours of the end of original airing on
the Network.
4. ABC will not promote the repurposed Entertainment
programming prior to its original airing on the Network. ABC
will obtain contractual commitments from licensees imposing
the same promotion limitations, but ABC will have no
liability to affiliates in the event of a breach by such
licensee.
5. The above notwithstanding, ABC will be free to repurpose up
to 25% of the Primetime Entertainment schedule without any
restrictions.
B. Sports:
1. Programs: ABC will not repurpose any Sports program in its
entirety within 48 hours of the end of its original airing
on the Network.
2. Excerpts: ABC will not repurpose excerpts (defined as 40% or
less) of any Sports program within 4 hours of the end of its
original airing on the Network.
3. Highlights: ABC will continue to be free to use highlights
drawn from any Sports program anytime after its original
airing on the Network. The term "highlight" is defined by
reference to custom and practice within the broadcast
industry.
C. News:
1. ABC has immediate and unrestricted repurposing rights for
breaking news coverage unless it has preempted Network
programming for such coverage in which case it will have
unrestricted repurposing rights immediately following the
preemption of Network programming for such coverage.
2. ABC will not repurpose any "hard" News program (e.g., WNT &
Nightline) within 4 hours of the end of its original airing
on the Network, and any timely News program (e.g., GMA)
within 2 hours of the end of its original airing on the
Network. Upon request by ABC, affiliates will not repurpose
in the same time period in which ABC is airing "hard" News
any News program content that has been provided by ABC.
3. ABC will not repurpose any "soft" News program (e.g.,
Newsmagazines) in its entirety within 60 days of the end of
its original airing on the Network. ABC may repurpose
excerpts of any Newsmagazine program within 60 days after
the end of its original airing on the Network if the new
program does not contain more than 50% of any one original
Newsmagazine program and the original Newsmagazine program
titles are not used unless modified (e.g., "Best of 20/20").
4. Politically Incorrect: ABC will not repurpose within 4 hours
of the end of its original airing on the Network.
D. Daytime:
1. ABC has immediate and unrestricted repurposing right for its
soaps as provided for herein. ABC will limit its repurposing
of its soaps to the Soap Channel Cable Service unless and
until the launch of such channel fails. In the event that
ABC repurposes its soaps apart from the Soap Channel Cable
Service, your station will be entitled to an economic
participation from such repurposing by receiving an annual
distribution based on 15% of annual net profits generated by
such repurposing in your station's market. For the purposes
of this paragraph only "net profits" means gross revenue
less any direct out of pocket costs incurred by ABC in
repurposing its soaps. The term "direct out of pocket costs"
means amounts paid by ABC to third parties specifically and
solely for the repurposing of the soap operas (e.g. third
party participations, residuals, rights clearance costs and
the like). The term excludes amounts paid to Disney/ABC, any
of their respective subsidiaries or any of their employees,
save residuals or third party participations that may be
owed to such employees. The calculation of net profits as
set out in this paragraph will be subject to independent
audit. The provision of this paragraph related to ABC's
repurposing soaps apart from a Soap Channel Cable Service
and the right of your station to an economic participation
in such repurposing shall be subject to the term limitations
set out in paragraph E below.
2. ABC will not repurpose The View or any replacement
programming referenced in paragraph II.B above that is not a
soap opera within 4 hours of the end of its original airing
on the Network.
E. Term: The term of the provisions of this Section III shall be
coterminous with the term of Section I (the Inventory Swap/NFL
Contribution Plan) of this Amendment.
IV. FURTHER FLEXIBILITY
The parties recognize that ABC may wish to repurpose certain
programming in a manner that is at variance with the limitations set
forth above. Your station authorizes the Network's Affiliate Board to
act fully on your behalf to accept or reject ABC's requests for such a
variance and agrees that neither the Affiliate Board nor those acting
on its behalf will be liable to you for the decisions it makes to
accept or reject a variance. The Affiliate Board will be required to
meet with ABC promptly upon receiving a request for such a variance,
and will not act unreasonably in withholding its approval.
V. MISCELLANEOUS
1. The geographical scope of exclusivity shall be your
station's DMA or any lesser area as may be required by the
FCC under existing rules.
2. The exclusivity provisions prohibit repurposing by any video
delivery system now known or hereafter devised, including,
but not limited to, television stations, satellite,
wireless, telephone and cable systems.
3. The prohibition against and the contractual provisions
restricting the pre-promotion of Entertainment programming
(as set out in paragraph III.A (4)) apply as well to all
other program classifications, e.g., news and sports.
4. If comparable side letter amendments are accepted by the
requisite number of affiliates, then as to those accepting
affiliates ABC agrees not to implement before August 1, 2002
any of the measures outlined in the attachment to Pat Fili's
June 4, 1999 letter entitled "1999-2000 Season Format
Adjustments", except the compensation reduction outlined in
the body of that letter which will be implemented as to all
affiliates. With respect to any affiliates who do not accept
such a comparable side letter agreement, ABC reserves all of
its rights including the measures outlined in the attachment
to the letter.
5. If ABC should desire to program or create a channel that is
designed to repurpose a significant portion of any class of
ABC Network programming that involves the creation of an
asset, ABC agrees to enter into good faith negotiations
about affiliate financial participation in such asset but
ABC shall be under no legally enforceable obligation to come
to agreement with affiliates about any such participation.
6. In the event that your station's existing affiliation
agreement imposes greater clearance obligations than set
forth herein, those clearance obligations will continue to
apply.
7. The provisions of your station's existing affiliation
agreement relating to the application of FCC rules to
clearance commitments will continue to apply.
8. This Amendment shall be governed by New York Law.
* * *
If your station wishes to agree to the Amendment, please execute the
enclosed copy of this letter in the space provided below and return it to me
before July 16, 1999.
Very truly yours,
/s/ John L. Rouse
John L. Rouse
Senior Vice President
Affiliate Relations
Accepted and Agreed To:
WCFT/Tuscaloosa, AL
By: /s/ Stephen P. Gibson
- -------------------------
Title: Vice President
- -------------------------
Dated: August 10, 1999
- -------------------------
June 30, 1999
Robert Allbritton
President
Allbritton Communications Co.
800 17th Street, N.W.
Washington, DC 20006
Re: WCIV/Charleston, SC
Dear Robert:
If approved by your station, this document will constitute a side
letter amendment to the existing affiliation agreement between American
Broadcasting Companies, Inc. (hereinafter, "ABC" or "Network") and your station
(hereinafter, the "Amendment"). ABC reserves the right to terminate this
Amendment if comparable side letter amendments have not been accepted by
non-owned ABC-affiliated stations representing 66% coverage of the country by
July 16, 1999.
I. INVENTORY SWAP/NFL CONTRIBUTION
A. 8 Additional Primetime Spots per Week to Your Station from
Network:
1. 2 "A" program spots per week
2 4 "B" program spots per week
3. 2 "C" program spots per week
4. Dividing the Network's weekly primetime program schedule
into one-thirds, the "A" spots shall come from spots
appearing in the top rated one-third, the "B" spots shall
come from spots appearing in the middle rated one-third, and
the "C" spots shall come from spots in the lowest rated
one-third of the Network's primetime program schedule. The
allocation and placement of the spots will be made within 60
days prior to the start of each new Network television
season.
B. To Network from Your Station
1. A total annual payment by your station of $130,396. This
payment will be made through an equal monthly reduction from
your station's Network compensation.Y The payment has been
calculated on the basis of the following methodology: A $45
million aggregate annual payment by non-ABC-Owned Stations
through monthly deduction from Network compensation, and to
the extent there is inadequate Network compensation to cover
the payment, through equal monthly payments. The amount of
payment required of each Station will be based upon the
pro-rata percentage of the station's market coverage of
total U.S. television households (excluding coverage by
ABC-owned stations) which amounts to 74.888%. The amount of
the annual $45 million payment by non-owned ABC stations
will be reduced in proportion to any increase in the present
percentage of coverage of U.S. television households by
television stations owned or operated by ABC or its
affiliated companies. (E.g. if ABC's coverage were to
increase to 30%, the aggregate annual affiliate payment
would be reduced to $41,528,877.) If that were to happen,
the amount of payment required of your station would be
reduced correspondingly.
2. 10 Children's spots per week.
C. Children's Clearances:
Your station shall maintain its current level and time period
scheduling of Children's clearances. ABC warrants that during the
three year term of the agreement, the Network will continue to
provide the quantity of educational and informational programming
that satisfies the FCC's Children's television rules (currently
three hours per week) and that Network-supplied commercial matter
in all Children's programming will not exceed FCC restrictions.
ABC will indemnify and hold your station harmless against any
breach by the Network of the Children's program and commercial
content warranty.
D. Term: The provisions of this Section I (Inventory Swap/NFL
Contribution) shall have a term of 3 years beginning August 1,
1999.
E. Guarantees Against Dilution During the Term of the Inventory
Swap/NFL Contribution Plan:
1. The Network agrees that it will afford your station
commercial units of the same number and length and with
substantially the same placement as during the 1998-1999
Network television season. The Network will also add the two
(2) units per hour of inventory for your station to auto
racing, golf and horse racing as set out in the body of Pat
Fili's June 4, 1999 letter. (A copy of that letter is
attached).
2. Network agrees that apart from the program categories listed
in the body of Pat Fili's June 4, 1999 letter, and except as
might arise in the enforcement or negotiation of individual
contracts, Network will continue to offer your station the
same cash compensation currently offered.
3. Your station guarantees that it will maintain at least its
current level of clearance and time period scheduling of
"The View" and "Politically Incorrect" through July 31,
2000.
II. SOAP CHANNEL PARTICIPATION
A. Soap Channel Cable Service Revenue Sharing:
1. Your station, along with other affiliates accepting the
terms set forth herein (including ABC Owned Stations) will
have an economic participation in The Soap Channel Cable
Service by receiving one of the following annual
distributions, whichever is greater:
a. $0.01/month per revenue-generating Soap Channel
subscriber in the affiliate's market.
b. 15% of total annual subscriber revenue generated in the
affiliate's market capped at $0.03 per
revenue-generating sub/month.
c. 10% of total subscriber revenue generated in the
affiliate's market, without a cap.
d. 15% of annual net profits generated in the affiliate's
market.
2. The term "market" means your station's DMA. Revenues
generated in a DMA adjacent to that of an ABC affiliate but
in which no ABC affiliated station exists shall be credited
to an ABC station or stations outside that DMA based upon
their respective viewing shares in that DMA.
3. The term "cable service" includes the distribution of
programming by any video delivery system now known or
hereafter devised, including, but not limited to, television
stations, satellite, wireless, telephone and cable systems.
4. The terms "revenue-generating Soap Channel subscriber" and
"subscriber revenue" mean the subscriber fee paid by the
cable service, without regard to launch fees.
5. The term "net profits" (as used in this section) means gross
revenue less any costs incurred by The Soap Channel cable
service, subject to independent audit.
6. The term "Soap Channel Cable Service" means that programming
service that was announced by ABC on April 8, 1999. If that
service is partially owned by ABC or is merged with the Soap
Channel announced by Sony, the affiliate participation in
annual net profits as set out in paragraph II. A.(1)(d) will
be diluted in the same proportion as ABC's interest in the
service. Affiliate participation under the formula set out
in paragraph II. A.(1)(a)-(c) will not be subject to
dilution or reduction.
B. Daytime Clearances:
Your station shall maintain current level and time period
scheduling of clearances for the following ABC Soaps: General
Hospital, All My Children, One Life To Live and Port Charles, or
for any replacement soap opera programming.
C. Exclusivity: ABC has immediate repurposing rights for its soaps
for the purposes and as provided in this section II for the term
stated in paragraph D below.
D. Term:
1. The term of the provisions of Section II of this Amendment
shall be for the duration of your station's ABC affiliation
agreement.
2. The same terms of Soap Channel Participation will apply
during the term of the renewal of current affiliation
agreements.
III. EXCLUSIVITY
A. Entertainment:
1. Series: ABC will not repurpose any Primetime Entertainment
series episode within 180 days of the end of its original
airing on the Network or the expiration of that television
season (Sept.-Sept.), whichever is earlier. (In no event
will ABC repurpose any such series episode within 90 days of
the end of its original airing on the Network.)
2. Made for TV Movies, Mini-Series and Specials: ABC will not
repurpose within 60 days of the end of original airing on
the Network.
3. Awards Shows and other timely Specials: ABC will not
repurpose within 48 hours of the end of original airing on
the Network.
4. ABC will not promote the repurposed Entertainment
programming prior to its original airing on the Network. ABC
will obtain contractual commitments from licensees imposing
the same promotion limitations, but ABC will have no
liability to affiliates in the event of a breach by such
licensee.
5. The above notwithstanding, ABC will be free to repurpose up
to 25% of the Primetime Entertainment schedule without any
restrictions.
B. Sports:
1. Programs: ABC will not repurpose any Sports program in its
entirety within 48 hours of the end of its original airing
on the Network.
2. Excerpts: ABC will not repurpose excerpts (defined as 40% or
less) of any Sports program within 4 hours of the end of its
original airing on the Network.
3. Highlights: ABC will continue to be free to use highlights
drawn from any Sports program anytime after its original
airing on the Network. The term "highlight" is defined by
reference to custom and practice within the broadcast
industry.
C. News:
1. ABC has immediate and unrestricted repurposing rights for
breaking news coverage unless it has preempted Network
programming for such coverage in which case it will have
unrestricted repurposing rights immediately following the
preemption of Network programming for such coverage.
2. ABC will not repurpose any "hard" News program (e.g., WNT &
Nightline) within 4 hours of the end of its original airing
on the Network, and any timely News program (e.g., GMA)
within 2 hours of the end of its original airing on the
Network. Upon request by ABC, affiliates will not repurpose
in the same time period in which ABC is airing "hard" News
any News program content that has been provided by ABC.
3. ABC will not repurpose any "soft" News program (e.g.,
Newsmagazines) in its entirety within 60 days of the end of
its original airing on the Network. ABC may repurpose
excerpts of any Newsmagazine program within 60 days after
the end of its original airing on the Network if the new
program does not contain more than 50% of any one original
Newsmagazine program and the original Newsmagazine program
titles are not used unless modified (e.g., "Best of 20/20").
4. Politically Incorrect: ABC will not repurpose within 4 hours
of the end of its original airing on the Network.
D. Daytime:
1. ABC has immediate and unrestricted repurposing right for its
soaps as provided for herein. ABC will limit its repurposing
of its soaps to the Soap Channel Cable Service unless and
until the launch of such channel fails. In the event that
ABC repurposes its soaps apart from the Soap Channel Cable
Service, your station will be entitled to an economic
participation from such repurposing by receiving an annual
distribution based on 15% of annual net profits generated by
such repurposing in your station's market. For the purposes
of this paragraph only "net profits" means gross revenue
less any direct out of pocket costs incurred by ABC in
repurposing its soaps. The term "direct out of pocket costs"
means amounts paid by ABC to third parties specifically and
solely for the repurposing of the soap operas (e.g. third
party participations, residuals, rights clearance costs and
the like). The term excludes amounts paid to Disney/ABC, any
of their respective subsidiaries or any of their employees,
save residuals or third party participations that may be
owed to such employees. The calculation of net profits as
set out in this paragraph will be subject to independent
audit. The provision of this paragraph related to ABC's
repurposing soaps apart from a Soap Channel Cable Service
and the right of your station to an economic participation
in such repurposing shall be subject to the term limitations
set out in paragraph E below.
2. ABC will not repurpose The View or any replacement
programming referenced in paragraph II.B above that is not a
soap opera within 4 hours of the end of its original airing
on the Network.
E. Term: The term of the provisions of this Section III shall be
coterminous with the term of Section I (the Inventory Swap/NFL
Contribution Plan) of this Amendment.
IV. FURTHER FLEXIBILITY
The parties recognize that ABC may wish to repurpose certain
programming in a manner that is at variance with the limitations set
forth above. Your station authorizes the Network's Affiliate Board to
act fully on your behalf to accept or reject ABC's requests for such a
variance and agrees that neither the Affiliate Board nor those acting
on its behalf will be liable to you for the decisions it makes to
accept or reject a variance. The Affiliate Board will be required to
meet with ABC promptly upon receiving a request for such a variance,
and will not act unreasonably in withholding its approval.
V. MISCELLANEOUS
1. The geographical scope of exclusivity shall be your
station's DMA or any lesser area as may be required by the
FCC under existing rules.
2. The exclusivity provisions prohibit repurposing by any video
delivery system now known or hereafter devised, including,
but not limited to, television stations, satellite,
wireless, telephone and cable systems.
3. The prohibition against and the contractual provisions
restricting the pre-promotion of Entertainment programming
(as set out in paragraph III.A (4)) apply as well to all
other program classifications, e.g., news and sports.
4. If comparable side letter amendments are accepted by the
requisite number of affiliates, then as to those accepting
affiliates ABC agrees not to implement before August 1, 2002
any of the measures outlined in the attachment to Pat Fili's
June 4, 1999 letter entitled "1999-2000 Season Format
Adjustments", except the compensation reduction outlined in
the body of that letter which will be implemented as to all
affiliates. With respect to any affiliates who do not accept
such a comparable side letter agreement, ABC reserves all of
its rights including the measures outlined in the attachment
to the letter.
5. If ABC should desire to program or create a channel that is
designed to repurpose a significant portion of any class of
ABC Network programming that involves the creation of an
asset, ABC agrees to enter into good faith negotiations
about affiliate financial participation in such asset but
ABC shall be under no legally enforceable obligation to come
to agreement with affiliates about any such participation.
6. In the event that your station's existing affiliation
agreement imposes greater clearance obligations than set
forth herein, those clearance obligations will continue to
apply.
7. The provisions of your station's existing affiliation
agreement relating to the application of FCC rules to
clearance commitments will continue to apply.
8. This Amendment shall be governed by New York Law.
* * *
If your station wishes to agree to the Amendment, please execute the
enclosed copy of this letter in the space provided below and return it to me
before July 16, 1999.
Very truly yours,
/s/ John L. Rouse
John L. Rouse
Senior Vice President
Affiliate Relations
Accepted and Agreed To:
WCIV/Charleston, SC
By: /s/ Stephen P. Gibson
- -------------------------
Title: Vice President
- -------------------------
Dated: August 10, 1999
- -------------------------
June 30, 1999
Robert Allbritton
President
Allbritton Communications Co.
800 17th Street, N.W.
Washington, DC 20006
Re: WHTM/Harrisburg
Dear Robert:
If approved by your station, this document will constitute a side
letter amendment to the existing affiliation agreement between American
Broadcasting Companies, Inc. (hereinafter, "ABC" or "Network") and your station
(hereinafter, the "Amendment"). ABC reserves the right to terminate this
Amendment if comparable side letter amendments have not been accepted by
non-owned ABC-affiliated stations representing 66% coverage of the country by
July 16, 1999.
I. INVENTORY SWAP/NFL CONTRIBUTION
A. 8 Additional Primetime Spots per Week to Your Station from
Network:
1. 2 "A" program spots per week
2 4 "B" program spots per week
3. 2 "C" program spots per week
4. Dividing the Network's weekly primetime program schedule
into one-thirds, the "A" spots shall come from spots
appearing in the top rated one-third, the "B" spots shall
come from spots appearing in the middle rated one-third, and
the "C" spots shall come from spots in the lowest rated
one-third of the Network's primetime program schedule. The
allocation and placement of the spots will be made within 60
days prior to the start of each new Network television
season.
B. To Network from Your Station
1. A total annual payment by your station of $358,137. This
payment will be made through an equal monthly reduction from
your station's Network compensation.Y The payment has been
calculated on the basis of the following methodology: A $45
million aggregate annual payment by non-ABC-Owned Stations
through monthly deduction from Network compensation, and to
the extent there is inadequate Network compensation to cover
the payment, through equal monthly payments. The amount of
payment required of each Station will be based upon the
pro-rata percentage of the station's market coverage of
total U.S. television households (excluding coverage by
ABC-owned stations) which amounts to 74.888%. The amount of
the annual $45 million payment by non-owned ABC stations
will be reduced in proportion to any increase in the present
percentage of coverage of U.S. television households by
television stations owned or operated by ABC or its
affiliated companies. (E.g. if ABC's coverage were to
increase to 30%, the aggregate annual affiliate payment
would be reduced to $41,528,877.) If that were to happen,
the amount of payment required of your station would be
reduced correspondingly.
2. 10 Children's spots per week.
C. Children's Clearances:
Your station shall maintain its current level and time period
scheduling of Children's clearances. ABC warrants that during the
three year term of the agreement, the Network will continue to
provide the quantity of educational and informational programming
that satisfies the FCC's Children's television rules (currently
three hours per week) and that Network-supplied commercial matter
in all Children's programming will not exceed FCC restrictions.
ABC will indemnify and hold your station harmless against any
breach by the Network of the Children's program and commercial
content warranty.
D. Term: The provisions of this Section I (Inventory Swap/NFL
Contribution) shall have a term of 3 years beginning August 1,
1999.
E. Guarantees Against Dilution During the Term of the Inventory
Swap/NFL Contribution Plan:
1. The Network agrees that it will afford your station
commercial units of the same number and length and with
substantially the same placement as during the 1998-1999
Network television season. The Network will also add the two
(2) units per hour of inventory for your station to auto
racing, golf and horse racing as set out in the body of Pat
Fili's June 4, 1999 letter. (A copy of that letter is
attached).
2. Network agrees that apart from the program categories listed
in the body of Pat Fili's June 4, 1999 letter, and except as
might arise in the enforcement or negotiation of individual
contracts, Network will continue to offer your station the
same cash compensation currently offered.
3. Your station guarantees that it will maintain at least its
current level of clearance and time period scheduling of
"The View" and "Politically Incorrect" through July 31,
2000.
II. SOAP CHANNEL PARTICIPATION
A. Soap Channel Cable Service Revenue Sharing:
1. Your station, along with other affiliates accepting the
terms set forth herein (including ABC Owned Stations) will
have an economic participation in The Soap Channel Cable
Service by receiving one of the following annual
distributions, whichever is greater:
a. $0.01/month per revenue-generating Soap Channel
subscriber in the affiliate's market.
b. 15% of total annual subscriber revenue generated in the
affiliate's market capped at $0.03 per
revenue-generating sub/month.
c. 10% of total subscriber revenue generated in the
affiliate's market, without a cap.
d. 15% of annual net profits generated in the affiliate's
market.
2. The term "market" means your station's DMA. Revenues
generated in a DMA adjacent to that of an ABC affiliate but
in which no ABC affiliated station exists shall be credited
to an ABC station or stations outside that DMA based upon
their respective viewing shares in that DMA.
3. The term "cable service" includes the distribution of
programming by any video delivery system now known or
hereafter devised, including, but not limited to, television
stations, satellite, wireless, telephone and cable systems.
4. The terms "revenue-generating Soap Channel subscriber" and
"subscriber revenue" mean the subscriber fee paid by the
cable service, without regard to launch fees.
5. The term "net profits" (as used in this section) means gross
revenue less any costs incurred by The Soap Channel cable
service, subject to independent audit.
6. The term "Soap Channel Cable Service" means that programming
service that was announced by ABC on April 8, 1999. If that
service is partially owned by ABC or is merged with the Soap
Channel announced by Sony, the affiliate participation in
annual net profits as set out in paragraph II. A.(1)(d) will
be diluted in the same proportion as ABC's interest in the
service. Affiliate participation under the formula set out
in paragraph II. A.(1)(a)-(c) will not be subject to
dilution or reduction.
B. Daytime Clearances:
Your station shall maintain current level and time period
scheduling of clearances for the following ABC Soaps: General
Hospital, All My Children, One Life To Live and Port Charles, or
for any replacement soap opera programming.
C. Exclusivity: ABC has immediate repurposing rights for its soaps
for the purposes and as provided in this section II for the term
stated in paragraph D below.
D. Term:
1. The term of the provisions of Section II of this Amendment
shall be for the duration of your station's ABC affiliation
agreement.
2. The same terms of Soap Channel Participation will apply
during the term of the renewal of current affiliation
agreements.
III. EXCLUSIVITY
A. Entertainment:
1. Series: ABC will not repurpose any Primetime Entertainment
series episode within 180 days of the end of its original
airing on the Network or the expiration of that television
season (Sept.-Sept.), whichever is earlier. (In no event
will ABC repurpose any such series episode within 90 days of
the end of its original airing on the Network.)
2. Made for TV Movies, Mini-Series and Specials: ABC will not
repurpose within 60 days of the end of original airing on
the Network.
3. Awards Shows and other timely Specials: ABC will not
repurpose within 48 hours of the end of original airing on
the Network.
4. ABC will not promote the repurposed Entertainment
programming prior to its original airing on the Network. ABC
will obtain contractual commitments from licensees imposing
the same promotion limitations, but ABC will have no
liability to affiliates in the event of a breach by such
licensee.
5. The above notwithstanding, ABC will be free to repurpose up
to 25% of the Primetime Entertainment schedule without any
restrictions.
B. Sports:
1. Programs: ABC will not repurpose any Sports program in its
entirety within 48 hours of the end of its original airing
on the Network.
2. Excerpts: ABC will not repurpose excerpts (defined as 40% or
less) of any Sports program within 4 hours of the end of its
original airing on the Network.
3. Highlights: ABC will continue to be free to use highlights
drawn from any Sports program anytime after its original
airing on the Network. The term "highlight" is defined by
reference to custom and practice within the broadcast
industry.
C. News:
1. ABC has immediate and unrestricted repurposing rights for
breaking news coverage unless it has preempted Network
programming for such coverage in which case it will have
unrestricted repurposing rights immediately following the
preemption of Network programming for such coverage.
2. ABC will not repurpose any "hard" News program (e.g., WNT &
Nightline) within 4 hours of the end of its original airing
on the Network, and any timely News program (e.g., GMA)
within 2 hours of the end of its original airing on the
Network. Upon request by ABC, affiliates will not repurpose
in the same time period in which ABC is airing "hard" News
any News program content that has been provided by ABC.
3. ABC will not repurpose any "soft" News program (e.g.,
Newsmagazines) in its entirety within 60 days of the end of
its original airing on the Network. ABC may repurpose
excerpts of any Newsmagazine program within 60 days after
the end of its original airing on the Network if the new
program does not contain more than 50% of any one original
Newsmagazine program and the original Newsmagazine program
titles are not used unless modified (e.g., "Best of 20/20").
4. Politically Incorrect: ABC will not repurpose within 4 hours
of the end of its original airing on the Network.
D. Daytime:
1. ABC has immediate and unrestricted repurposing right for its
soaps as provided for herein. ABC will limit its repurposing
of its soaps to the Soap Channel Cable Service unless and
until the launch of such channel fails. In the event that
ABC repurposes its soaps apart from the Soap Channel Cable
Service, your station will be entitled to an economic
participation from such repurposing by receiving an annual
distribution based on 15% of annual net profits generated by
such repurposing in your station's market. For the purposes
of this paragraph only "net profits" means gross revenue
less any direct out of pocket costs incurred by ABC in
repurposing its soaps. The term "direct out of pocket costs"
means amounts paid by ABC to third parties specifically and
solely for the repurposing of the soap operas (e.g. third
party participations, residuals, rights clearance costs and
the like). The term excludes amounts paid to Disney/ABC, any
of their respective subsidiaries or any of their employees,
save residuals or third party participations that may be
owed to such employees. The calculation of net profits as
set out in this paragraph will be subject to independent
audit. The provision of this paragraph related to ABC's
repurposing soaps apart from a Soap Channel Cable Service
and the right of your station to an economic participation
in such repurposing shall be subject to the term limitations
set out in paragraph E below.
2. ABC will not repurpose The View or any replacement
programming referenced in paragraph II.B above that is not a
soap opera within 4 hours of the end of its original airing
on the Network.
E. Term: The term of the provisions of this Section III shall be
coterminous with the term of Section I (the Inventory Swap/NFL
Contribution Plan) of this Amendment.
IV. FURTHER FLEXIBILITY
The parties recognize that ABC may wish to repurpose certain
programming in a manner that is at variance with the limitations set
forth above. Your station authorizes the Network's Affiliate Board to
act fully on your behalf to accept or reject ABC's requests for such a
variance and agrees that neither the Affiliate Board nor those acting
on its behalf will be liable to you for the decisions it makes to
accept or reject a variance. The Affiliate Board will be required to
meet with ABC promptly upon receiving a request for such a variance,
and will not act unreasonably in withholding its approval.
V. MISCELLANEOUS
1. The geographical scope of exclusivity shall be your
station's DMA or any lesser area as may be required by the
FCC under existing rules.
2. The exclusivity provisions prohibit repurposing by any video
delivery system now known or hereafter devised, including,
but not limited to, television stations, satellite,
wireless, telephone and cable systems.
3. The prohibition against and the contractual provisions
restricting the pre-promotion of Entertainment programming
(as set out in paragraph III.A (4)) apply as well to all
other program classifications, e.g., news and sports.
4. If comparable side letter amendments are accepted by the
requisite number of affiliates, then as to those accepting
affiliates ABC agrees not to implement before August 1, 2002
any of the measures outlined in the attachment to Pat Fili's
June 4, 1999 letter entitled "1999-2000 Season Format
Adjustments", except the compensation reduction outlined in
the body of that letter which will be implemented as to all
affiliates. With respect to any affiliates who do not accept
such a comparable side letter agreement, ABC reserves all of
its rights including the measures outlined in the attachment
to the letter.
5. If ABC should desire to program or create a channel that is
designed to repurpose a significant portion of any class of
ABC Network programming that involves the creation of an
asset, ABC agrees to enter into good faith negotiations
about affiliate financial participation in such asset but
ABC shall be under no legally enforceable obligation to come
to agreement with affiliates about any such participation.
6. In the event that your station's existing affiliation
agreement imposes greater clearance obligations than set
forth herein, those clearance obligations will continue to
apply.
7. The provisions of your station's existing affiliation
agreement relating to the application of FCC rules to
clearance commitments will continue to apply.
8. This Amendment shall be governed by New York Law.
* * *
If your station wishes to agree to the Amendment, please execute the
enclosed copy of this letter in the space provided below and return it to me
before July 16, 1999.
Very truly yours,
/s/ John L. Rouse
John L. Rouse
Senior Vice President
Affiliate Relations
Accepted and Agreed To:
WHTM/Harrisburg
By: /s/ Stephen P. Gibson
- -------------------------
Title: Vice President
- -------------------------
Dated: August 10, 1999
- -------------------------
June 30, 1999
Robert Allbritton
President
Allbritton Communications Co.
800 17th Street, N.W.
Washington, DC 20006
Re: WJLA/Washington, DC
Dear Robert:
If approved by your station, this document will constitute a side
letter amendment to the existing affiliation agreement between American
Broadcasting Companies, Inc. (hereinafter, "ABC" or "Network") and your station
(hereinafter, the "Amendment"). ABC reserves the right to terminate this
Amendment if comparable side letter amendments have not been accepted by
non-owned ABC-affiliated stations representing 66% coverage of the country by
July 16, 1999.
I. INVENTORY SWAP/NFL CONTRIBUTION
A. 8 Additional Primetime Spots per Week to Your Station from
Network:
1. 2 "A" program spots per week
2 4 "B" program spots per week
3. 2 "C" program spots per week
4. Dividing the Network's weekly primetime program schedule
into one-thirds, the "A" spots shall come from spots
appearing in the top rated one-third, the "B" spots shall
come from spots appearing in the middle rated one-third, and
the "C" spots shall come from spots in the lowest rated
one-third of the Network's primetime program schedule. The
allocation and placement of the spots will be made within 60
days prior to the start of each new Network television
season.
B. To Network from Your Station
1. A total annual payment by your station of $1,182,574. This
payment will be made through an equal monthly reduction from
your station's Network compensation.Y The payment has been
calculated on the basis of the following methodology: A $45
million aggregate annual payment by non-ABC-Owned Stations
through monthly deduction from Network compensation, and to
the extent there is inadequate Network compensation to cover
the payment, through equal monthly payments. The amount of
payment required of each Station will be based upon the
pro-rata percentage of the station's market coverage of
total U.S. television households (excluding coverage by
ABC-owned stations) which amounts to 74.888%. The amount of
the annual $45 million payment by non-owned ABC stations
will be reduced in proportion to any increase in the present
percentage of coverage of U.S. television households by
television stations owned or operated by ABC or its
affiliated companies. (E.g. if ABC's coverage were to
increase to 30%, the aggregate annual affiliate payment
would be reduced to $41,528,877.) If that were to happen,
the amount of payment required of your station would be
reduced correspondingly.
2. 10 Children's spots per week.
C. Children's Clearances:
Your station shall maintain its current level and time period
scheduling of Children's clearances. ABC warrants that during the
three year term of the agreement, the Network will continue to
provide the quantity of educational and informational programming
that satisfies the FCC's Children's television rules (currently
three hours per week) and that Network-supplied commercial matter
in all Children's programming will not exceed FCC restrictions.
ABC will indemnify and hold your station harmless against any
breach by the Network of the Children's program and commercial
content warranty.
D. Term: The provisions of this Section I (Inventory Swap/NFL
Contribution) shall have a term of 3 years beginning August 1,
1999.
E. Guarantees Against Dilution During the Term of the Inventory
Swap/NFL Contribution Plan:
1. The Network agrees that it will afford your station
commercial units of the same number and length and with
substantially the same placement as during the 1998-1999
Network television season. The Network will also add the two
(2) units per hour of inventory for your station to auto
racing, golf and horse racing as set out in the body of Pat
Fili's June 4, 1999 letter. (A copy of that letter is
attached).
2. Network agrees that apart from the program categories listed
in the body of Pat Fili's June 4, 1999 letter, and except as
might arise in the enforcement or negotiation of individual
contracts, Network will continue to offer your station the
same cash compensation currently offered.
3. Your station guarantees that it will maintain at least its
current level of clearance and time period scheduling of
"The View" and "Politically Incorrect" through July 31,
2000.
II. SOAP CHANNEL PARTICIPATION
A. Soap Channel Cable Service Revenue Sharing:
1. Your station, along with other affiliates accepting the
terms set forth herein (including ABC Owned Stations) will
have an economic participation in The Soap Channel Cable
Service by receiving one of the following annual
distributions, whichever is greater:
a. $0.01/month per revenue-generating Soap Channel
subscriber in the affiliate's market.
b. 15% of total annual subscriber revenue generated in the
affiliate's market capped at $0.03 per
revenue-generating sub/month.
c. 10% of total subscriber revenue generated in the
affiliate's market, without a cap.
d. 15% of annual net profits generated in the affiliate's
market.
2. The term "market" means your station's DMA. Revenues
generated in a DMA adjacent to that of an ABC affiliate but
in which no ABC affiliated station exists shall be credited
to an ABC station or stations outside that DMA based upon
their respective viewing shares in that DMA.
3. The term "cable service" includes the distribution of
programming by any video delivery system now known or
hereafter devised, including, but not limited to, television
stations, satellite, wireless, telephone and cable systems.
4. The terms "revenue-generating Soap Channel subscriber" and
"subscriber revenue" mean the subscriber fee paid by the
cable service, without regard to launch fees.
5. The term "net profits" (as used in this section) means gross
revenue less any costs incurred by The Soap Channel cable
service, subject to independent audit.
6. The term "Soap Channel Cable Service" means that programming
service that was announced by ABC on April 8, 1999. If that
service is partially owned by ABC or is merged with the Soap
Channel announced by Sony, the affiliate participation in
annual net profits as set out in paragraph II. A.(1)(d) will
be diluted in the same proportion as ABC's interest in the
service. Affiliate participation under the formula set out
in paragraph II. A.(1)(a)-(c) will not be subject to
dilution or reduction.
B. Daytime Clearances:
Your station shall maintain current level and time period
scheduling of clearances for the following ABC Soaps: General
Hospital, All My Children, One Life To Live and Port Charles, or
for any replacement soap opera programming.
C. Exclusivity: ABC has immediate repurposing rights for its soaps
for the purposes and as provided in this section II for the term
stated in paragraph D below.
D. Term:
1. The term of the provisions of Section II of this Amendment
shall be for the duration of your station's ABC affiliation
agreement.
2. The same terms of Soap Channel Participation will apply
during the term of the renewal of current affiliation
agreements.
III. EXCLUSIVITY
A. Entertainment:
1. Series: ABC will not repurpose any Primetime Entertainment
series episode within 180 days of the end of its original
airing on the Network or the expiration of that television
season (Sept.-Sept.), whichever is earlier. (In no event
will ABC repurpose any such series episode within 90 days of
the end of its original airing on the Network.)
2. Made for TV Movies, Mini-Series and Specials: ABC will not
repurpose within 60 days of the end of original airing on
the Network.
3. Awards Shows and other timely Specials: ABC will not
repurpose within 48 hours of the end of original airing on
the Network.
4. ABC will not promote the repurposed Entertainment
programming prior to its original airing on the Network. ABC
will obtain contractual commitments from licensees imposing
the same promotion limitations, but ABC will have no
liability to affiliates in the event of a breach by such
licensee.
5. The above notwithstanding, ABC will be free to repurpose up
to 25% of the Primetime Entertainment schedule without any
restrictions.
B. Sports:
1. Programs: ABC will not repurpose any Sports program in its
entirety within 48 hours of the end of its original airing
on the Network.
2. Excerpts: ABC will not repurpose excerpts (defined as 40% or
less) of any Sports program within 4 hours of the end of its
original airing on the Network.
3. Highlights: ABC will continue to be free to use highlights
drawn from any Sports program anytime after its original
airing on the Network. The term "highlight" is defined by
reference to custom and practice within the broadcast
industry.
C. News:
1. ABC has immediate and unrestricted repurposing rights for
breaking news coverage unless it has preempted Network
programming for such coverage in which case it will have
unrestricted repurposing rights immediately following the
preemption of Network programming for such coverage.
2. ABC will not repurpose any "hard" News program (e.g., WNT &
Nightline) within 4 hours of the end of its original airing
on the Network, and any timely News program (e.g., GMA)
within 2 hours of the end of its original airing on the
Network. Upon request by ABC, affiliates will not repurpose
in the same time period in which ABC is airing "hard" News
any News program content that has been provided by ABC.
3. ABC will not repurpose any "soft" News program (e.g.,
Newsmagazines) in its entirety within 60 days of the end of
its original airing on the Network. ABC may repurpose
excerpts of any Newsmagazine program within 60 days after
the end of its original airing on the Network if the new
program does not contain more than 50% of any one original
Newsmagazine program and the original Newsmagazine program
titles are not used unless modified (e.g., "Best of 20/20").
4. Politically Incorrect: ABC will not repurpose within 4 hours
of the end of its original airing on the Network.
D. Daytime:
1. ABC has immediate and unrestricted repurposing right for its
soaps as provided for herein. ABC will limit its repurposing
of its soaps to the Soap Channel Cable Service unless and
until the launch of such channel fails. In the event that
ABC repurposes its soaps apart from the Soap Channel Cable
Service, your station will be entitled to an economic
participation from such repurposing by receiving an annual
distribution based on 15% of annual net profits generated by
such repurposing in your station's market. For the purposes
of this paragraph only "net profits" means gross revenue
less any direct out of pocket costs incurred by ABC in
repurposing its soaps. The term "direct out of pocket costs"
means amounts paid by ABC to third parties specifically and
solely for the repurposing of the soap operas (e.g. third
party participations, residuals, rights clearance costs and
the like). The term excludes amounts paid to Disney/ABC, any
of their respective subsidiaries or any of their employees,
save residuals or third party participations that may be
owed to such employees. The calculation of net profits as
set out in this paragraph will be subject to independent
audit. The provision of this paragraph related to ABC's
repurposing soaps apart from a Soap Channel Cable Service
and the right of your station to an economic participation
in such repurposing shall be subject to the term limitations
set out in paragraph E below.
2. ABC will not repurpose The View or any replacement
programming referenced in paragraph II.B above that is not a
soap opera within 4 hours of the end of its original airing
on the Network.
E. Term: The term of the provisions of this Section III shall be
coterminous with the term of Section I (the Inventory Swap/NFL
Contribution Plan) of this Amendment.
IV. FURTHER FLEXIBILITY
The parties recognize that ABC may wish to repurpose certain
programming in a manner that is at variance with the limitations set
forth above. Your station authorizes the Network's Affiliate Board to
act fully on your behalf to accept or reject ABC's requests for such a
variance and agrees that neither the Affiliate Board nor those acting
on its behalf will be liable to you for the decisions it makes to
accept or reject a variance. The Affiliate Board will be required to
meet with ABC promptly upon receiving a request for such a variance,
and will not act unreasonably in withholding its approval.
V. MISCELLANEOUS
1. The geographical scope of exclusivity shall be your
station's DMA or any lesser area as may be required by the
FCC under existing rules.
2. The exclusivity provisions prohibit repurposing by any video
delivery system now known or hereafter devised, including,
but not limited to, television stations, satellite,
wireless, telephone and cable systems.
3. The prohibition against and the contractual provisions
restricting the pre-promotion of Entertainment programming
(as set out in paragraph III.A (4)) apply as well to all
other program classifications, e.g., news and sports.
4. If comparable side letter amendments are accepted by the
requisite number of affiliates, then as to those accepting
affiliates ABC agrees not to implement before August 1, 2002
any of the measures outlined in the attachment to Pat Fili's
June 4, 1999 letter entitled "1999-2000 Season Format
Adjustments", except the compensation reduction outlined in
the body of that letter which will be implemented as to all
affiliates. With respect to any affiliates who do not accept
such a comparable side letter agreement, ABC reserves all of
its rights including the measures outlined in the attachment
to the letter.
5. If ABC should desire to program or create a channel that is
designed to repurpose a significant portion of any class of
ABC Network programming that involves the creation of an
asset, ABC agrees to enter into good faith negotiations
about affiliate financial participation in such asset but
ABC shall be under no legally enforceable obligation to come
to agreement with affiliates about any such participation.
6. In the event that your station's existing affiliation
agreement imposes greater clearance obligations than set
forth herein, those clearance obligations will continue to
apply.
7. The provisions of your station's existing affiliation
agreement relating to the application of FCC rules to
clearance commitments will continue to apply.
8. This Amendment shall be governed by New York Law.
* * *
If your station wishes to agree to the Amendment, please execute the
enclosed copy of this letter in the space provided below and return it to me
before July 16, 1999.
Very truly yours,
/s/ John L. Rouse
John L. Rouse
Senior Vice President
Affiliate Relations
Accepted and Agreed To:
WJLA/Washington, DC
By: /s/ Stephen P. Gibson
- -------------------------
Title: Vice President
- -------------------------
Dated: August 10, 1999
- -------------------------
June 30, 1999
Robert Allbritton
President
Allbritton Communications Co.
800 17th Street, N.W.
Washington, DC 20006
Re: WSET/Lynchburg, VA
Dear Robert:
If approved by your station, this document will constitute a side
letter amendment to the existing affiliation agreement between American
Broadcasting Companies, Inc. (hereinafter, "ABC" or "Network") and your station
(hereinafter, the "Amendment"). ABC reserves the right to terminate this
Amendment if comparable side letter amendments have not been accepted by
non-owned ABC-affiliated stations representing 66% coverage of the country by
July 16, 1999.
I. INVENTORY SWAP/NFL CONTRIBUTION
A. 8 Additional Primetime Spots per Week to Your Station from
Network:
1. 2 "A" program spots per week
2 4 "B" program spots per week
3. 2 "C" program spots per week
4. Dividing the Network's weekly primetime program schedule
into one-thirds, the "A" spots shall come from spots
appearing in the top rated one-third, the "B" spots shall
come from spots appearing in the middle rated one-third, and
the "C" spots shall come from spots in the lowest rated
one-third of the Network's primetime program schedule. The
allocation and placement of the spots will be made within 60
days prior to the start of each new Network television
season.
B. To Network from Your Station
1. A total annual payment by your station of $242,764. This
payment will be made through an equal monthly reduction from
your station's Network compensation.Y The payment has been
calculated on the basis of the following methodology: A $45
million aggregate annual payment by non-ABC-Owned Stations
through monthly deduction from Network compensation, and to
the extent there is inadequate Network compensation to cover
the payment, through equal monthly payments. The amount of
payment required of each Station will be based upon the
pro-rata percentage of the station's market coverage of
total U.S. television households (excluding coverage by
ABC-owned stations) which amounts to 74.888%. The amount of
the annual $45 million payment by non-owned ABC stations
will be reduced in proportion to any increase in the present
percentage of coverage of U.S. television households by
television stations owned or operated by ABC or its
affiliated companies. (E.g. if ABC's coverage were to
increase to 30%, the aggregate annual affiliate payment
would be reduced to $41,528,877.) If that were to happen,
the amount of payment required of your station would be
reduced correspondingly.
2. 10 Children's spots per week.
C. Children's Clearances:
Your station shall maintain its current level and time period
scheduling of Children's clearances. ABC warrants that during the
three year term of the agreement, the Network will continue to
provide the quantity of educational and informational programming
that satisfies the FCC's Children's television rules (currently
three hours per week) and that Network-supplied commercial matter
in all Children's programming will not exceed FCC restrictions.
ABC will indemnify and hold your station harmless against any
breach by the Network of the Children's program and commercial
content warranty.
D. Term: The provisions of this Section I (Inventory Swap/NFL
Contribution) shall have a term of 3 years beginning August 1,
1999.
E. Guarantees Against Dilution During the Term of the Inventory
Swap/NFL Contribution Plan:
1. The Network agrees that it will afford your station
commercial units of the same number and length and with
substantially the same placement as during the 1998-1999
Network television season. The Network will also add the two
(2) units per hour of inventory for your station to auto
racing, golf and horse racing as set out in the body of Pat
Fili's June 4, 1999 letter. (A copy of that letter is
attached).
2. Network agrees that apart from the program categories listed
in the body of Pat Fili's June 4, 1999 letter, and except as
might arise in the enforcement or negotiation of individual
contracts, Network will continue to offer your station the
same cash compensation currently offered.
3. Your station guarantees that it will maintain at least its
current level of clearance and time period scheduling of
"The View" and "Politically Incorrect" through July 31,
2000.
II. SOAP CHANNEL PARTICIPATION
A. Soap Channel Cable Service Revenue Sharing:
1. Your station, along with other affiliates accepting the
terms set forth herein (including ABC Owned Stations) will
have an economic participation in The Soap Channel Cable
Service by receiving one of the following annual
distributions, whichever is greater:
a. $0.01/month per revenue-generating Soap Channel
subscriber in the affiliate's market.
b. 15% of total annual subscriber revenue generated in the
affiliate's market capped at $0.03 per
revenue-generating sub/month.
c. 10% of total subscriber revenue generated in the
affiliate's market, without a cap.
d. 15% of annual net profits generated in the affiliate's
market.
2. The term "market" means your station's DMA. Revenues
generated in a DMA adjacent to that of an ABC affiliate but
in which no ABC affiliated station exists shall be credited
to an ABC station or stations outside that DMA based upon
their respective viewing shares in that DMA.
3. The term "cable service" includes the distribution of
programming by any video delivery system now known or
hereafter devised, including, but not limited to, television
stations, satellite, wireless, telephone and cable systems.
4. The terms "revenue-generating Soap Channel subscriber" and
"subscriber revenue" mean the subscriber fee paid by the
cable service, without regard to launch fees.
5. The term "net profits" (as used in this section) means gross
revenue less any costs incurred by The Soap Channel cable
service, subject to independent audit.
6. The term "Soap Channel Cable Service" means that programming
service that was announced by ABC on April 8, 1999. If that
service is partially owned by ABC or is merged with the Soap
Channel announced by Sony, the affiliate participation in
annual net profits as set out in paragraph II. A.(1)(d) will
be diluted in the same proportion as ABC's interest in the
service. Affiliate participation under the formula set out
in paragraph II. A.(1)(a)-(c) will not be subject to
dilution or reduction.
B. Daytime Clearances:
Your station shall maintain current level and time period
scheduling of clearances for the following ABC Soaps: General
Hospital, All My Children, One Life To Live and Port Charles, or
for any replacement soap opera programming.
C. Exclusivity: ABC has immediate repurposing rights for its soaps
for the purposes and as provided in this section II for the term
stated in paragraph D below.
D. Term:
1. The term of the provisions of Section II of this Amendment
shall be for the duration of your station's ABC affiliation
agreement.
2. The same terms of Soap Channel Participation will apply
during the term of the renewal of current affiliation
agreements.
III. EXCLUSIVITY
A. Entertainment:
1. Series: ABC will not repurpose any Primetime Entertainment
series episode within 180 days of the end of its original
airing on the Network or the expiration of that television
season (Sept.-Sept.), whichever is earlier. (In no event
will ABC repurpose any such series episode within 90 days of
the end of its original airing on the Network.)
2. Made for TV Movies, Mini-Series and Specials: ABC will not
repurpose within 60 days of the end of original airing on
the Network.
3. Awards Shows and other timely Specials: ABC will not
repurpose within 48 hours of the end of original airing on
the Network.
4. ABC will not promote the repurposed Entertainment
programming prior to its original airing on the Network. ABC
will obtain contractual commitments from licensees imposing
the same promotion limitations, but ABC will have no
liability to affiliates in the event of a breach by such
licensee.
5. The above notwithstanding, ABC will be free to repurpose up
to 25% of the Primetime Entertainment schedule without any
restrictions.
B. Sports:
1. Programs: ABC will not repurpose any Sports program in its
entirety within 48 hours of the end of its original airing
on the Network.
2. Excerpts: ABC will not repurpose excerpts (defined as 40% or
less) of any Sports program within 4 hours of the end of its
original airing on the Network.
3. Highlights: ABC will continue to be free to use highlights
drawn from any Sports program anytime after its original
airing on the Network. The term "highlight" is defined by
reference to custom and practice within the broadcast
industry.
C. News:
1. ABC has immediate and unrestricted repurposing rights for
breaking news coverage unless it has preempted Network
programming for such coverage in which case it will have
unrestricted repurposing rights immediately following the
preemption of Network programming for such coverage.
2. ABC will not repurpose any "hard" News program (e.g., WNT &
Nightline) within 4 hours of the end of its original airing
on the Network, and any timely News program (e.g., GMA)
within 2 hours of the end of its original airing on the
Network. Upon request by ABC, affiliates will not repurpose
in the same time period in which ABC is airing "hard" News
any News program content that has been provided by ABC.
3. ABC will not repurpose any "soft" News program (e.g.,
Newsmagazines) in its entirety within 60 days of the end of
its original airing on the Network. ABC may repurpose
excerpts of any Newsmagazine program within 60 days after
the end of its original airing on the Network if the new
program does not contain more than 50% of any one original
Newsmagazine program and the original Newsmagazine program
titles are not used unless modified (e.g., "Best of 20/20").
4. Politically Incorrect: ABC will not repurpose within 4 hours
of the end of its original airing on the Network.
D. Daytime:
1. ABC has immediate and unrestricted repurposing right for its
soaps as provided for herein. ABC will limit its repurposing
of its soaps to the Soap Channel Cable Service unless and
until the launch of such channel fails. In the event that
ABC repurposes its soaps apart from the Soap Channel Cable
Service, your station will be entitled to an economic
participation from such repurposing by receiving an annual
distribution based on 15% of annual net profits generated by
such repurposing in your station's market. For the purposes
of this paragraph only "net profits" means gross revenue
less any direct out of pocket costs incurred by ABC in
repurposing its soaps. The term "direct out of pocket costs"
means amounts paid by ABC to third parties specifically and
solely for the repurposing of the soap operas (e.g. third
party participations, residuals, rights clearance costs and
the like). The term excludes amounts paid to Disney/ABC, any
of their respective subsidiaries or any of their employees,
save residuals or third party participations that may be
owed to such employees. The calculation of net profits as
set out in this paragraph will be subject to independent
audit. The provision of this paragraph related to ABC's
repurposing soaps apart from a Soap Channel Cable Service
and the right of your station to an economic participation
in such repurposing shall be subject to the term limitations
set out in paragraph E below.
2. ABC will not repurpose The View or any replacement
programming referenced in paragraph II.B above that is not a
soap opera within 4 hours of the end of its original airing
on the Network.
E. Term: The term of the provisions of this Section III shall be
coterminous with the term of Section I (the Inventory Swap/NFL
Contribution Plan) of this Amendment.
IV. FURTHER FLEXIBILITY
The parties recognize that ABC may wish to repurpose certain
programming in a manner that is at variance with the limitations set
forth above. Your station authorizes the Network's Affiliate Board to
act fully on your behalf to accept or reject ABC's requests for such a
variance and agrees that neither the Affiliate Board nor those acting
on its behalf will be liable to you for the decisions it makes to
accept or reject a variance. The Affiliate Board will be required to
meet with ABC promptly upon receiving a request for such a variance,
and will not act unreasonably in withholding its approval.
V. MISCELLANEOUS
1. The geographical scope of exclusivity shall be your
station's DMA or any lesser area as may be required by the
FCC under existing rules.
2. The exclusivity provisions prohibit repurposing by any video
delivery system now known or hereafter devised, including,
but not limited to, television stations, satellite,
wireless, telephone and cable systems.
3. The prohibition against and the contractual provisions
restricting the pre-promotion of Entertainment programming
(as set out in paragraph III.A (4)) apply as well to all
other program classifications, e.g., news and sports.
4. If comparable side letter amendments are accepted by the
requisite number of affiliates, then as to those accepting
affiliates ABC agrees not to implement before August 1, 2002
any of the measures outlined in the attachment to Pat Fili's
June 4, 1999 letter entitled "1999-2000 Season Format
Adjustments", except the compensation reduction outlined in
the body of that letter which will be implemented as to all
affiliates. With respect to any affiliates who do not accept
such a comparable side letter agreement, ABC reserves all of
its rights including the measures outlined in the attachment
to the letter.
5. If ABC should desire to program or create a channel that is
designed to repurpose a significant portion of any class of
ABC Network programming that involves the creation of an
asset, ABC agrees to enter into good faith negotiations
about affiliate financial participation in such asset but
ABC shall be under no legally enforceable obligation to come
to agreement with affiliates about any such participation.
6. In the event that your station's existing affiliation
agreement imposes greater clearance obligations than set
forth herein, those clearance obligations will continue to
apply.
7. The provisions of your station's existing affiliation
agreement relating to the application of FCC rules to
clearance commitments will continue to apply.
8. This Amendment shall be governed by New York Law.
* * *
If your station wishes to agree to the Amendment, please execute the
enclosed copy of this letter in the space provided below and return it to me
before July 16, 1999.
Very truly yours,
/s/ John L. Rouse
John L. Rouse
Senior Vice President
Affiliate Relations
Accepted and Agreed To:
WSET/Lynchburg, VA
By: /s/ Stephen P. Gibson
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Title: Vice President
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Dated: August 10, 1999
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