Exhibit 10.6
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 KATU
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 $477,331. We will
either invoice you for these payments or they will be made through an
Mr. Benjamin Tucker
KATU
N/AP II
October 2, 2002
Page 2
equal monthly deduction from your station's 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 I.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 entirely (See paragraph 15 below).
8. Section III.A.5. is deleted in its entirety and the following
provision inserted in its place:
Mr. Benjamin Tucker
KATU
N/AP II
October 2, 2002
Page 3
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 form repurposing a program later than two hours
after the end of its original in-pattern Network scheduled airing 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.
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.
Mr. Benjamin Tucker
KATU
N/AP II
October 2, 2002
Page 4
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 no 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 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
Mr. Benjamin Tucker
KATU
N/AP II
October 2, 2002
Page 5
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 KATU cannot be
assigned or transferred without timely written notice to ABC 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
Mr. Benjamin Tucker
KATU
N/AP II
October 2, 2002
Page 6
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 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.
Mr. Benjamin Tucker
KATU
N/AP II
October 2, 2002
Page 7
Except as modified by this N/AP II, the terms and provision of your
affiliation agreement 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,
[John L. Rouse]
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John L. Rouse
Senior Vice President
Affiliate Relations
ACCEPTED AND AGREED TO:
KATU
By: [signature illegible]
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Title: VP/GM
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Date: 10/9/02
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