Exhibit 10.24
30 Rockefeller Plaza A Division of
New York, NY 10112 National Broadcasting
212 664-4444 Company, Inc.
NBC TV NETWORK
April 16, 2001
Media General Communications, Inc.
333 East Grace Street
Richmond, VA 23219
Re: NBC Affiliation of KALB (Alexandria, LA), WCBD
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(Charleston, SC), WSLS (Roanoke, VA), WSAV
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(Savannah, GA), and WFLA (Tampa, FL)
Ladies and Gentlemen:
This letter sets forth the agreement (the "Letter Agreement") between
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the NBC Television Network ("NBC") and Media General Communications, Inc.
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("Group") with respect to the affiliation with NBC of NBC Affiliation of KALB
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(Alexandria, LA), WCBD (Charleston, SC), WSLS (Roanoke, VA), WSAV (Savannah,
GA), and WFLA (Tampa, FL) (collectively, the "Stations")
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1. Affiliation of the Stations. The Stations shall be affiliated with
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NBC on the terms and subject to the conditions set forth in Exhibit A, which is
incorporated herein by reference. The parties intend to negotiate one or more
long-form agreement(s) containing such terms and conditions (the "Definitive
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Documentation") not later than July 1, 2001; to the extent that the parties
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fail to execute the Definitive Documentation, this Letter Agreement shall
govern.
2. Binding Agreement. This Letter Agreement shall be binding upon NBC
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and Group and each of their respective subsidiaries and affiliates upon
execution hereof by each of NBC and Group.
3. Termination. In the event that this Letter Agreement has not been
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executed and returned to NBC by Group by 5:00 P.M. New York City time on May
15, 2001 the offer set forth in this Letter Agreement shall automatically
terminate at such time as each of the Stations' current affiliation agreements
with NBC (including without limitation all amendments and supplements thereto)
shall terminate.
4. Miscellaneous. This Letter Agreement and the exhibits and
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schedules hereto constitute the entire agreement and understanding of the
parties relating to the affiliation of the Stations with NBC and supersede all
prior and contemporaneous agreements, negotiations, and understandings between
the parties, both oral and written, relating to the affiliation of the Stations
with NBC, other than with respect to the Inventory Management Plan and the NBC
Promotion Swap Program, and the most recent amendments to Stations' prior
affiliation agreements with respect to network non-duplication protection under
Federal Communications Commission Rules Section 76.92, which shall continue in
accordance with their terms. No waiver or modification of any provision of this
Letter Agreement shall be effective unless in writing and signed by both
parties. The terms of this Letter Agreement shall
apply to the parties hereto and any of their successors or assigns;
provided, however, that this Letter Agreement may not be transferred
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or assigned by Group without the prior written consent of NBC. This Letter
Agreement may be executed in counterparts, each of which when executed shall be
deemed to be an original but all of which taken together shall constitute one
and the same agreement.
5. Governing Law and Jurisdiction. This Letter Agreement shall be
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governed by and construed under the laws of the State of New York applicable to
contracts fully performed in New York, without regard to New York conflicts
law. The parties hereto irrevocably consent to and submit to the exclusive
jurisdiction of the federal and state courts located in the County of New York.
The parties hereto irrevocably waive any and all rights to trial by jury in any
proceeding arising out of or relating to this Agreement.
If you are in agreement with the above terms and conditions, please
indicate your acceptance by signing in the space provided below, and return one
original to us. In accordance with Paragraph 3 above, this Letter Agreement
shall be null and void if not signed and returned to us by 5:00 P.M. New York
City time on May 15, 2001.
Very truly yours,
NBC TELEVISION NETWORK
By: /s/ John Damiano
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John Damiano
Executive Vice President
Affiliate Relations
ACCEPTED AND AGREED:
MEDIA GENERAL COMMUNICATIONS, INC.
By: /s/ James A. Zimmerman
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Name: James A. Zimmerman
Title: President
Media General Broadcast Division
NBC AFFILIATION AGREEMENT TERMS
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MEDIA GENERAL COMMUNICATIONS, INC.
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KALB (ALEXANDRIA, LA), WCBD (CHARLESTON, SC), WSLS (ROANOKE, VA),
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WSAV (SAVANNAH, GA), AND WFLA (TAMPA, FL)
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Term: 10 years; 1/1/2002 - 12/31/2011
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Programmed Time Periods: Consistent with current practices,
- ------------------------ subject to changes from time to time at NBC's
discretion
Program Clearance: Full, in pattern clearance of all
- ------------------ Network programming
Full clearance of special programming,
including sports Subject only to preemptions
strictly in accordance with FCC rules and
regulations and Baskets set forth below
Stations to reimburse NBC for lost network
ad revenue (as reasonably determined by
NBC in accordance with each Station's
national DMA percentage) for any
non-clearances with exception of live
breaking news and preemptions within Baskets
(5 hours per Station in Prime 5 hours per
Stations in Sports)
Local Inventory Level: Consistent with current practices
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Inventory Management Plan: Continuation per existing IMP agreement
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On-air Network Promotion: Commitment of such number of GRP's
- ------------------------- annually of Network promotion as set forth on
Schedule B, with minimum 40%, maximum 60%
allocated to Prime
Compensation: See attached Schedule A; payments twice per
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Program Reimbursement: None from TV Network - NBC Affiliate
- ---------------------- Promotion plan continues subject to yearly
evaluation, per current practice
Program Development Costs: Each Station agrees to negotiate with NBC in
- -------------------------- good faith to financially support potential
future NBC efforts to secure for the Network
major sports and entertainment program
opportunities
Station Payments: Stations' obligations per News Channel
- ----------------- Agreement Stations' contributions to NBC
Distribution Costs (incl. Agreement to Genesis
funding plan), subject to adjustment by NBC
upon notice to Stations
Digital Program Delivery: Each Station commits, when technically
- ------------------------- capable, to deliver all content offered by
NBC (including program-related material) in
high definition digital format, without
alteration and as provided by NBC; Stations
and Group to negotiate with NBC in good faith
regarding carriage of multiplexed programming
and additional ancillary data beyond
program-related material
Confidentiality: Group and Stations agree to keep the
- ---------------- terms and conditions of this term sheet
strictly confidential except as may be
required by law. Notwithstanding the
foregoing, neither Group nor any Station
shall disclose this term sheet or any
provision hereof without at least 2 business
days' prior notice to NBC.
SCHEDULE B
GRP COMMITMENT
YEAR GROUP GRP's*
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2002 60,000
2003 61,000
2004 61,000
2005 62,000
2006 62,000
2007 63,000
2008 63,000
2009 64,000
2010 64,000
2011 65,000
*Notwithstanding the Group GRP amount, each of WSLS and WSAV have an annual GRP
commitment of not less than 7,500 and each of WFLA, KALB and WCBD have an annual
GRP commitment of not less than 10,000.
30 Rockefeller Plaza A Division of
New York, NY 10112 National Broadcasting
212 664-4444 Company, Inc.
NBC TV NETWORK
April 16, 2001
Media General Communications, Inc.
333 East Grace Street
Richmond, VA 23219
Re: Term Sheet for Affiliation Agreement
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Ladies and Gentlemen:
In connection with that certain Letter Agreement for Affiliation (the
"Agreement") dated as of the date hereof and effective as of January 1, 2002
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between Media General Communications, Inc. ("Group") and the NBC Television
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Network ("NBC") regarding the affiliation with NBC of television broadcasting
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stations NBC Affiliation of KALB (Alexandria, LA), WCBD (Charleston, SC), WSLS
(Roanoke, VA), WSAV (Savannah, GA), and WFLA (Tampa, FL) (each, a "Station" and
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collectively, "Stations"), Group, the Stations and NBC hereby agree that:
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1. Notwithstanding the "Program Clearance" provision of the Agreement,
(a) Stations may preempt:
(i) For each of the 2002-2007 calendar years, up to X hours of
NBC Prime Time Programming collectively in the aggregate with not more than X
hours for any one Station, and up to X hours of NBC Sports Programming
collectively in the aggregate with not more than X hours for any one Station;
(ii) For each of the 2008 and 2009 calendar years, up to X hours
of NBC Prime Time Programming collectively in the aggregate with not more than
X hours for any one Station, and up to X hours of NBC Sports Programming
collectively in the aggregate with not more than X hours for any one Station;
(iii) For the 2010 calendar year, up to X hours of NBC Prime Time
Programming collectively in the aggregate with not more than X hours for any
one Station, and up to X hours of NBC Sports Programming collectively in the
aggregate with not more than X hours for any one Station;
(iv) For the 2011 calendar year, up to X hours of NBC Prime Time
Programming collectively in the aggregate with not more than X hours for any
one Station, and up to X hours of NBC Sports Programming collectively in the
aggregate with not more than X hours for any one Station.
(b) The number of hours of preemptions of NBC Prime Time Programming
permitted pursuant to this Section 1 for any given calendar year is herein
referred to as a "Prime Basket". The
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number of hours of preemptions of NBC Sports Programming permitted pursuant to
this paragraph for any given calendar year is herein referred to as a "Sports
Basket". Preemptions for live breaking news do not count toward the Baskets.
Commercial-free preemptions for debates and charity telethons will count as
one-half or one-third (such amount to be determined by the parties) of a
preemption. Existing sports contracts listed on Schedule A hereto shall not
count as preemptions, but each Station cannot increase its Sports Basket above
the 2001 level.
(c) To the extent that any Station does not broadcast 24 hours per
day, such Station shall not be obligated to broadcast the scheduled NBC
programming during such times that the Station is "off the air."
(d) Each Station shall not be required to broadcast more than 583
hours of NBC weekend daytime sports in any given calendar year (the "NBC Sports
Limit"). To the extent that NBC exceeds the NBC Sports Limit, any preemption of
such programming by a Station shall not count towards the Sports Basket.
(e) For reference purposes only, the national DMA percentages for the
Stations are: WFLA - 1.47%, WSLS - 0.40%, WSAV - 0.26%, WCBD - 0.24%, KALB -
0.08%.
2. Notwithstanding the "Local Inventory Level" provision of the
Agreement, NBC agrees that the average number of thirty-second units available
to each Station for local commercial announcements during Prime Time (i.e. 8 pm
to 11 pm Monday through Saturday and 7 pm to 11 pm Sunday, Eastern; 7 pm to 10
pm Monday through Saturday and 6 pm to 10 pm Sunday, Central and Mountain)
shall be not fewer than 106 per week, not including additional inventory that
is part of the IMP or other negotiated plan; provided, that NBC shall be
entitled to reduce the Stations' units for national sports programming,
Olympics programming, special news coverage and other special events which for
reasons beyond NBC's control limits NBC's ability to make time available for
local commercial announcements.
3. For the purpose of determining pursuant to the Definitive
Documentation whether the number of hours of local news which a Station
broadcasts has materially decreased, the materiality standard shall be whether,
for a calendar year, such number has decreased by at least 50% from the
1999-2000 calendar year.
4. Notwithstanding the "Programmed Time Periods" provision of the
Agreement: (a) for each Year, each Station shall be entitled to out-of-pattern
clearance consistent with current practice for (I) all local news programming
and (II) for all non-news programming which such Station is party to a binding
agreement as of the date hereof, and only for the duration of such agreement
(excluding any renewals or amendments of the term of such agreement), as such
current practice is set forth on Exhibit A hereto;
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5. In the event of any conflict between this letter and any other
document, including the Agreement, this letter agreement shall govern.
6. Subject to FCC rules and regulations, Group, the Stations and NBC
agree to keep the existence, terms and conditions of this letter agreement
strictly confidential. Except as modified by this letter agreement, the
Agreement shall remain in full force and effect.
Please indicate your acceptance of the foregoing by signing in the
space indicated below.
Very truly yours,
NBC TELEVISION NETWORK
By: /s/ John Damiano
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John Damiano
Executive Vice President
Affiliate Relations
ACCEPTED AND AGREED:
MEDIA GENERAL COMMUNICATIONS, INC.
By: /s/ James A. Zimmerman
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Name: James A. Zimmerman
Title: President
Media General Broadcast Division
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SCHEDULE A
CURRENT SPORTS CONTRACTS
[To be provided by Media General]
WSLS/Roanoke ACC Football
WSAV/Savannah Jaguar Pre-season Football
ACC Football
ACC Basketball
WCBD/Charleston ACC Football
KALB/Alexandria SEC Football
SEC Basketball
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