Exhibit 10.3
October 2, 2002
Mr. Benjamin Tucker
President/Broadcast
Fisher Broadcasting Company
600 University Street, Suite 1525
Seattle, WA 98101-4155
Re: N/AP II for KOMO
Dear Ben:
Once executed by you where indicated below on behalf of your station, and
approved by the requisite number of other affiliates as indicated below, this
document will constitute an amendment (the "N/AP II") to that certain side
letter amendment dated June 30,1999 (the "N/AP I") to the affiliation agreement
between American Broadcasting Companies, Inc. ("ABC" or "Network") and your
station (the "affiliation agreement"). ABC reserves the right to terminate this
amendment, even after execution by you, if comparable amendments have not been
executed by non-owned ABC-affiliated stations representing 67.6% coverage of the
country by October 11, 2002. Unless otherwise defined herein, each term that is
used in this N/AP II and defined in N/AP I shall have the meaning ascribed to
such term in N/AP I.
The parties hereby agree to amend N/AP I as follows:
1. Section I.A.2 is amended to provide that your station will be
allocated three (3) "B" spots instead of the four (4) provided in N/AP I. All
other provisions of Section 1.A remain unchanged. (Thus, under the amended
Section 1.A, your station will receive seven (7) primetime spots per week with
the allocation being divided among two (2) "A" spots, three (3) "B" spots and
two (2) "C" spots allocated as provided in the agreement.)
2. Section I.B.1 is deleted in its entirety and the following provision
inserted in its place:
B. To Network from Your station:
1. a. An annual payment by your station of $735,297. We will
either invoice you for these payments or they will be made
through an equal monthly deduction from your station's
Mr. Benjamin Tucker
KOMO
N/AP II
October 2, 2002
Page 2
network compensation. The first payment is retroactive to August
1, 2002.
b. In the event that your network compensation for any year
during the two-year term of N/AP II is reduced as the result of a
renewal of your affiliation agreement, the annual payment
provided for in subsection 1.a. above will be reduced
prospectively for the remainder of that two-year term hereof by
the same percentage as the percent reduction in your network
compensation.
3. Section 1.D. is amended to provide a two (2) year term for Section I,
as amended, beginning August 1, 2002.
4. Section I.E.3. is deleted in its entirety and the following provision
inserted in its place;
Your station guarantees that it will maintain at least its current
level of clearances and time period scheduling of "The View" through
July 31, 2003 and "Up Close" through January 25, 2003.
5. Section II.D.1. & 2 are deleted in their entirety and the following
provision is inserted in their place:
D. Term: The term of this Section II shall be for the duration
of each affiliate's current affiliation agreement and for the term of
the next renewal of that agreement.
6. Section III.A.3. is deleted in its entirety and the following
provision inserted in its place:
Awards shows and other timely specials: ABC will not repurpose within
48 hours of the end of the original Network scheduled airing in the
Eastern Time Zone.
7. Section III.A.4. is deleted in its entirety (See paragraph 15 below).
Mr. Benjamin Tucker
KOMO
N/AP II
October 2, 2002
Page 3
8. Section III.A.5. is deleted in its entirety and the following
provision inserted in its place:
The above notwithstanding, ABC will be free to repurpose up to 25% of
the Primetime Entertainment schedule (measured on an annual basis)
without any restrictions.
9. Section III.B.1. is deleted in its entirety and the following
provision inserted in its place;
Programs: ABC will not repurpose any sports program within three (3)
hours of the end of its original in-pattern Network scheduled airing
in that time zone, (including any post-game coverage), but in no event
may the sports program be repurposed in your market prior to the
conclusion of your late local news or 11:35 p.m., Pacific Time Zone,
whichever is earlier.
10. Section III.C.2. is deleted in its entirety and the following
provision is inserted in its place:
ABC will not repurpose any "hard" News program (e.g., WNT & Nightline)
within four (4) hours of the end of its original in-pattern Network
scheduled airing in that time zone, but in no event will ABC be
restricted from repurposing a program later than four hours after its
original in-pattern Network scheduled airing in the Pacific Time Zone.
ABC will not repurpose any "timely" News program (e.g., GMA and Up
Close) within two (2) hours of the end of its original in-pattern
Network scheduled airing in that time zone, but in no event will ABC
be restricted from repurposing a program later than two hours after
the end of its original in-pattern Network scheduled airing in the
Pacific Time Zone. 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.
11. Section III.C.4. is deleted in its entirety.
Mr. Benjamin Tucker
KOMO
N/AP II
October 2, 2002
Page 4
12. Section III.D.2. is deleted in its entirety and the following
provision is inserted in its place:
ABC will not repurpose "The View" or any replacement programming
referenced in subsection II.B. above, that is not a soap opera, within
four (4) hours after the end of the program's original in-pattern
Network scheduled airing in that time zone; however, in no event will
ABC be restricted from repurposing a program four hours after the end
of its original in-pattern Network scheduled airing in the Pacific
Time Zone.
13. Section III.E. is amended to provide that the term of Section III, as
amended, is coterminous with the term of amended Section I. herein.
14 Section V.2 is deleted in its entirety and the following provision
inserted in its place:
2. The exclusivity provisions prohibit repurposing by ABC on
any electronic video delivery platform now known or hereafter devised,
including, but not limited to over the air broadcast, cable
television, satellite, telephone, wireless, point to point microwave,
MMDS, or the internet. For the purposes of N/AP II, the terms
"repurpose" and "repurposing" shall mean a presentation of an ABC
Television Network program simultaneously with or subsequent to the
airing of that program on the Network. Subject to the provisions of
Sections III(B)(2), III(B)(3), and III(C)(3) which provisions will
continue to govern in those specific instances, a program that
incorporates some, but not all of the content of an ABC Television
Network program will not be considered repurposing unless such program
substantially replicates the ABC Television Program from which it
derives. Without limiting the provisions of this paragraph, the terms
"without restriction" and "unrestricted" as used elsewhere herein do
not rescind or modify the "first call" provisions of the affiliation
agreement.
15. Section V.3. is deleted in its entirety and the following provision
inserted in its place:
3. ABC agrees to be limited to the following parameters with
respect to the cross-promotional spots it airs with respect to any
other
Mr. Benjamin Tucker
KOMO
N/AP II
October 2, 2002
Page 5
network's programming ("other network programming") on the ABC
Television Network. The limitations on ABC do not apply to commercial
spots purchased by another network provided that such network is not
owned by, controlled by, or under common control with ABC and such
spots do not contain references to any or all of a specific day (e.g.,
Monday, or Mondays) or date (e.g., September 13) or time (e.g., 9
p.m.). (1) ABC will be free to promote SoapNet without restrictions.
(2) In its sports programming, ABC will be free to air promotional
spots for ESPN programming using references to any or all of a
specific day, or date, or time (as defined above), provided that such
promotions are limited to up to 2 spots (either pre-produced or
drop-ins) in each hour. (3) In addition to the ESPN and SoapNet
promotional spots referenced above, ABC will be free to air in the
aggregate in any given week up to 50 cross-promotional spots for
"other network programming" without any restriction save the
following: no more than 10 may contain references to any or all of a
specific day, date or time (as defined above). Affiliate stations will
be notified about the positions of these specific day, date, and/or
time spots prior to 48 hours of air (and by Thursday 3 p.m. for any
spot scheduled to air the following Saturday and Sunday). Those that
elect to do so may substitute alternative promotional announcements
provided and designated by ABC in these positions. If ABC fails to
deliver such notification for 2 or more of these specific day, date
and/or time spots in one week (Monday-Sunday), then ABC will not air
any of the above noted allotment of these 10 specific day, date and/or
time spots during the following week.
16. A new Section VI entitled "Assignment" is added so that the following
provision is inserted:
VI. The provisions set forth in this Section VI will terminate
on July 31, 2007, and unless you notify us in writing to the contrary,
will, until such date, substitute for the terms of your affiliation
agreement related to the sale or transfer of control of your Station.
Subsequent to July 31, 2007, the terms of your affiliation agreement
related to the sale or transfer of control of your Station will govern
without regard to the provisions set forth in this Section.
a. Your affiliation agreement between ABC and KOMO cannot
be assigned or transferred without timely written notice to ABC
Mr. Benjamin Tucker
KOMO
N/AP II
October 2, 2002
Page 6
as provided below and without the consent of ABC, which consent
may be withheld only in the following three circumstances: (a) if
the assignee or transferee controls or is controlled by or is
under common control with an entity that distributes 10 or more
hours of primetime television programming per week to at least 25
affiliated television licensees in 10 or more states (b) if the
assignee or transferee is not reasonably qualified to own and
operate the station; or (c) on the basis of reasonable business
concerns that arise from prior commercial dealings of ABC with
the assignee or transferee; provided, however, ABC shall not
unreasonably withhold its consent to an assignment or transfer in
the case of (b) or (c). Under no circumstance will ABC withhold
or condition its consent, directly or indirectly, on a
renegotiation of any term, condition or obligation of the
affiliation agreement, including, but not limited to, any
economic term. Further, the consent of ABC to assignment of the
affiliation agreement will, under no circumstances, be required
in those instances where assignment of the Station's broadcast
license or transfer of control of the license may be approved by
the FCC by use of a "short form" assignment or transfer
application under Section 73.3540(f) of the FCC's Rules, although
ABC must be given notice of the filing of that application as
provided below. You shall provide written notice by mail or
facsimile to ABC within 30 days following the earlier of the
execution of a binding agreement to assign or transfer control of
the Station's broadcast license, or the filing of an application
to the FCC to approve a transfer of control, which notice shall
include the name of the proposed assignee or transferee. ABC
shall have the unilateral right to terminate the affiliation
agreement if you fail to provide notice of an assignment,
transfer or application as provided in this section. Within 30
days of the receipt of such notice, ABC shall provide written
notice to you by mail or facsimile whether it consents to the
assignment of the affiliation agreement and if it does consent,
ABC will concurrently with the giving of such notice execute and
deliver to the Station its written consent to the assignment or
transfer and thereafter timely execute and deliver such other
documents as may be reasonably necessary to effectuate the
provisions of this Section. ABC's failure to provide such written
notice within the thirty-day
Mr. Benjamin Tucker
KOMO
N/AP II
October 2, 2002
Page 7
period shall constitute ABC's consent to the assignment of the
affiliation agreement.
b. Unless we exercise our right to withhold our consent to
an assignment or transfer of your affiliation agreement as
provided above, the affiliation agreement shall be binding on any
assignee or transferee of your station's license, and you agree
that you shall not consummate such assignment or transfer of
control of your station's license until you have procured and
delivered to us, in form, as may reasonably be requested by us,
the acknowledgement of the proposed assignee or transferee that,
upon consummation of the assignment or transfer of control of
your Station's license, the assignee or transferee will assume
and perform the affiliation agreement in its entirety without any
limitation of any kind. Upon receipt of said acknowledgement, you
shall be released from any liability or obligation that
thereafter accrues under the affiliation agreement.
Except as modified by this N/AP II, the terms and provision of your affiliation
agreement and N/AP I remain in full force and effect. This N/AP II is governed
by, and shall be construed in accordance with, the laws of the State of New
York. Each party hereto represents and warrants that this N/AP II has been duly
executed and delivered by such party. If you agree to all of the foregoing,
please execute a copy of this N/AP II in the space provided below and return it
to me on or before October 11, 2002, at which time and upon receipt of the
requisite number of N/AP II's from other Network affiliates, as required above,
N/AP II shall constitute a valid and binding amendment to N/AP I and your
affiliation agreement.
Sincerely,
/s/ John L. Rouse
- -------------------------------
John L. Rouse
Senior Vice President
Affiliate Relations
Mr. Benjamin Tucker
KOMO
N/AP II
October 2, 2002
Page 8
ACCEPTED AND AGREED TO:
KOMO
By: [signature not legible]
----------------------------------
Title: Sr. V.P. GM Komo 4
-------------------------------
Date: 10-9-02
--------------------------------