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Before the

**Federal Communications Commission**

**Washington, D.C. 20554**

+----------------------------------+----+------------------------------+
| In the Matter of:                | *  | CSR-5731-M                   |
|                                  | *) |                              |
| Paxson Communications            | ** |                              |
| Corporation                      |    |                              |
|                                  | *  |                              |
| v\.                              | *) |                              |
|                                  | ** |                              |
| DirecTV                          |    |                              |
|                                  | *  |                              |
| Requests for Mandatory Carriage  | *) |                              |
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+----------------------------------+----+------------------------------+

**MEMORANDUM OPINION AND ORDER**

**Adopted: January 11, 2002 Released: January 14, 2002**

By the Deputy Chief, Cable Services Bureau:

# I introduction

# 

10 Paxson Communications Corporation ("Paxson"), licensee of several
full power commercial television stations[^1] filed the above-captioned
must carry complaint against DirecTV, pursuant to Section 338 of the
Communications Act of 1934, as amended (the "Act"), and Section 76.66 of
the Commission's rules,[^2] for its refusal to carry Paxson's television
broadcast signals on its satellite system.[^3] Paxson states that
DirecTV is providing "local-into-local" satellite service in the 31
designated market areas ("DMAs") where the stations operate, pursuant to
the statutory copyright license.[^4] In its complaint, Paxson alleges
that DirecTV has refused to meet its must carry obligations under the
Commission's satellite broadcast signal carriage rules. DirecTV filed an
opposition to the complaint and Paxson filed a reply. [^5]

**II. BACKGROUND**

20 Section 338 of the Act, adopted as part of the Satellite Home Viewer
Improvement Act of 1999 ("SHVIA"),[^6] requires satellite carriers, by
January 1, 2002, to carry upon request all local television broadcast
stations' signals in local markets in which the satellite carrier
carries at least one local television broadcast signal pursuant to the
statutory copyright license.[^7] A station's market for satellite
carriage purposes is its DMA, as defined by Nielsen Media Research.[^8]
In November 2000, the Commission adopted rules to implement the
provisions contained in Section 338.[^9] For the initial election cycle,
broadcast stations were required to notify satellite carriers by July 1,
2001, of their mandatory carriage election for carriage to commence by
January 1, 2002.[^10]

30 Whenever a local television broadcast station believes that a
satellite carrier has failed to meet its obligations under Section 338
of the Act or our implementing regulations, such station shall first
notify the carrier, in writing, of the alleged failure and identify its
reasons for believing that the satellite carrier failed to comply with
such obligations.[^11] Within 30 days after such written notification,
the satellite carrier must respond in writing and comply with its
obligations or state its reasons for believing that it is already doing
so.[^12] If Commission action is needed, as Paxson alleges here, a
broadcast station may file a complaint with the Commission within 60
days after the satellite carrier submits a final rejection of the
station's carriage request.[^13] If a satellite carrier provides no
response to a must carry election, the 60 day period commences after the
time for responding as required by the rule has elapsed.[^14]

# 1 positions and DISCUSSION

# 

20 DirecTV seeks summary dismissal of Paxson's Complaint on
jurisdictional grounds, arguing that the exclusive remedy for the
failure of a satellite carrier to meet its carriage obligations under
Section 338(a)(1) of the Communications Act is a civil action in federal
district court.[^15] We note that this argument was previously
considered and rejected by the Commission.[^16] We have the authority to
reach and decide the substance of Paxson's complaint.[^17]

30 Paxson asserts that all of its stations are entitled to carriage
under the Act and the Commission's rules. First, Paxson asserts that
DirecTV provides local-into-local service in the DMAs in which it has
stations; therefore the satellite carrier shall carry upon request the
signals of all television broadcast stations, including its own, located
within those local markets.[^18] Second, Paxson asserts that its
stations fit the definition of "television broadcast stations" under the
Act, and therefore, are entitled to carriage.[^19] Third, Paxson asserts
that the stations are capable of delivering a good quality signal to
DirecTV's local receive facilities in accordance with the Act and the
Commission's rules.[^20] Paxson asserts that it duly requested carriage
for the stations in accordance with the Commission's rules.[^21]

40 To ensure that its stations could enforce must carry rights against
DirecTV, Paxson sent a letter, on June 22, 2001, formally electing
mandatory carriage. Paxson states that on June 29, 2001, DirecTV
responded to the election letter and denied its requests.[^22] Paxson
states that although it would prefer to resolve this matter through the
completion and execution of a mutually acceptable carriage agreement,
the Commission's rules impose a strict 60 day deadline for filing
complaints against satellite operators that deny a broadcaster's
carriage election. Paxson asserts that it has timely filed its complaint
with the Commission on August 28, 2001.[^23] Paxson adds that had it not
elected must carry in June 2001, it would have risked losing its must
carry rights until January 1, 2006, an event which would have given
DirecTV the incentive to prevent the execution of a mutually acceptable
Definitive Agreement.[^24]

50 DirecTV does not address, at this juncture, whether Paxson's stations
are qualified for carriage under the Act and the Commission's
rules.[^25] Rather, DirecTV asserts that Paxson cannot request mandatory
carriage because it has obtained carriage for its stations through
retransmission consent.[^26] DirecTV asserts that the retransmission
consent agreement, which does not expire until 2005, does not permit
Paxson to seek mandatory carriage during the term of the agreement.[^27]
DirecTV cites to an April 27, 2000 letter agreement between the parties,
which states, in part:

> Paxson will provide DIRECTV with retransmission consent, at zero cost,
> for the analog and Primary Digital Channel Equivalent[^28]. . . .of
> all PAX TV television stations (now or hereafter acquired) for so long
> as DIRECTV distributes the national PAX TV feed, with no carriage
> obligation for the analog and Primary Digital Channel Equivalent of
> any such station. DIRECTV may elect to carry any or all PAX TV
> stations, but shall in no event be required to do so. Such
> retransmission consent will not include any must carry/retransmission
> consent obligations relating to the digital signals of such PAX TV
> television stations comprising the Multicast Digital Channels.[^29]

DirecTV states that it properly denied Paxson's request for carriage
because the broadcaster cannot avail itself of the rights and remedies
of Section 338 when it has chosen retransmission consent.[^30]

60 Paxson acknowledges that it executed a letter agreement with DirecTV
that sets forth the "basic terms" regarding, among other things,
DirecTV's carriage of PAX TV programming.[^31] According to Paxson, the
agreement expressly provides that the parties would negotiate and
attempt to enter into a \"Definitive Agreement" that would include the
basic terms set forth in the letter agreement and such other terms and
conditions customarily found in similar agreements.[^32] Paxson explains
that the letter agreement provides that, if the parties have not entered
into the Definitive Agreement by May 30, 2000, either party could
terminate the letter agreement "with no obligations."[^33] Paxson
asserts that the Definitive Agreement expressly required by the letter
agreement was not signed by the May 30, 2000 deadline. Paxson asserts
that the only explicit language in the record granting DirecTV
retransmission consent is found in the draft retransmission consent
agreement, and that document remains the subject of negotiations.[^34]
Paxson argues that the letter agreement obligated the parties to
negotiate a long term carriage arrangement, but it certainly cannot be
considered a valid election of retransmission consent under the Act and
the Commission's rules.[^35] Moreover, Paxson states that it never
agreed to waive its right to assert mandatory carriage in any of its
draft agreements with DirecTV.[^36] Paxson states that the discussions
between itself and DirecTV essentially concern not the retransmission of
the stations' signals, but the carriage of the PAX TV non-broadcast
programming service.[^37] Paxson additionally argues that it could not
have elected retransmission consent through its letter agreement because
the Commission had, at that point in time, not yet adopted election
rules or mandatory carriage rules in general.[^38]

70 The question presented is whether Paxson validly elected
retransmission consent or mandatory carriage for the first election and
carriage cycle. In the context of satellite carriage of local broadcast
stations, in contrast to cable carriage, in the absence of any election,
the station is deemed to have elected retransmission consent.[^39] Thus,
had Paxson not elected must carry by the July 1, 2001 deadline
established in our rules, it would have defaulted to retransmission
consent as the only option to gain carriage on DirecTV's satellite
system.[^40] Failing to elect must carry would have left Paxson in the
precarious position of losing its right to assert mandatory carriage had
DirecTV terminated the Letter Agreement.[^41] Based on the evidence and
the law, we find that Paxson validly elected mandatory carriage for the
stations subject to this complaint.[^42] Whether Paxson has a binding
carriage agreement with respect to its non-broadcast PAX TV programming
service is beyond the scope of this proceeding and the Commission's
broadcast carriage rules, but we do find, as discussed below, that
Paxson granted permission for retransmission of its broadcast stations
if DirecTV chose to carry them from the date the Letter Agreement was
signed until it was terminated.

80 Based on the information presented to us, the April 27, 2000 letter
agreement appears to be a grant of Paxson's consent to DirecTV's
voluntary retransmission of the signals of its broadcast stations for
the term of the Letter Agreement or until terminated by one or the other
of the parties, whichever event first occurs.[^43] At the time the
Letter Agreement was signed, the SHVIA provided that, beginning May 29,
2000, satellite carriers would not be permitted to carry
local-into-local broadcast stations without the station's retransmission
consent.[^44] At that time, the procedures for stations to elect between
mandatory carriage and retransmission consent were not in effect. Thus,
in the context of the time in which this Letter Agreement was made, the
choice was not between asserting mandatory carriage or retransmission
consent, but rather between granting or denying a satellite carrier the
right to carry the station's signal. It appears that Paxson and DirecTV
never finalized a long-term retransmission consent agreement. Although
the April 27, 2000 letter can be considered an interim consent for
retransmission, we believe that it does not constitute an irrevocable
election of retransmission consent in lieu of must carry.[^45] Before
the July 1, 2001 deadline for carriage elections, Paxson followed the
Commission's carriage election procedures and made its election request
for mandatory carriage. Therefore, in light of the specific facts and
circumstances of this matter, we believe that it is appropriate to
conclude that Paxson properly elected mandatory carriage for the
stations that are the subject of this proceeding by the July 1, 2001
deadline.

90 Based on the evidence in the record, we do not believe that Paxson
had waived its right to mandatory carriage by virtue of granting
retransmission consent on an interim, temporary basis prior to the
establishment of the procedures for mandatory carriage and the
establishment of an election cycle.[^46] We note that disputes as to the
terms of the private Letter Agreement between the parties would
generally be a private contractual matter for the parties or the courts
to resolve. Our review of the Letter Agreement herein is limited to the
necessary determination that although retransmission consent was
granted, the Letter Agreement does not appear to constitute an election
of retransmission consent over mandatory carriage for purposes of the
Commission's rules.

100 Effective with the release of this Order, Paxson's stations are
entitled to mandatory carriage unless DirecTV provides specific evidence
that one or more of the stations is not entitled to mandatory carriage
due to any of the statutory reasons for which DirecTV has reserved its
arguments. We recognize that DirecTV requires some period of time to
make the necessary technical arrangements to commence carriage of each
of these stations. Therefore, DirecTV must commence carriage of Paxson's
stations within sixty (60) days of the release of this Order or explain
in writing to Paxson, within fifteen (15) business days from the date of
the release of this Order, why it refuses to carry any of the stations.
This writing must specify DirecTV's reasonable basis for believing a
particular station is not entitled to immediate mandatory carriage. If
Paxson disagrees with DirecTV's assertions, it must so state in writing
to DirecTV within seven (7) business days of receiving the satellite
carrier's rejection letter. If Paxson so states its disagreement, and
DirecTV fails to agree to carry the station in question within seven (7)
business days of receipt of Paxson's letter, Paxson may file a new
carriage complaint with the Commission within seven (7) business days of
receipt of DirecTV's refusal. While we believe it was incumbent upon
DirecTV to raise all of its affirmative defenses to carriage in its
Opposition, including the duplication defense and the signal quality
defense, we recognize that it declined to do so because it did not
believe it was necessary given its contractual claim and defense. In
this circumstance, at the beginning of new carriage requirements with
untested procedures and issues, we will permit DirecTV to argue these
defenses provided they are raised and substantiated promptly, as
provided in this Order. Such a piecemeal approach will not normally be
permitted in the future.

110 We further note that, with respect to stations carried pursuant to
mandatory carriage, the parties may not make any agreements inconsistent
with the statute or our rules concerning mandatory carriage.[^47]

120 DirecTV also argues that Paxson has failed to negotiate in good
faith the terms of a definitive agreement for retransmission consent as
contemplated by the current agreement that is in place.[^48] Paxson
counters that DirecTV cannot use the Commission's good faith rules as an
affirmative defense in broadcast signal carriage disputes brought before
the Commission. Given our decision above, we find it is not necessary to
rule on DirecTV's good faith argument in this proceeding. In light of
Paxson's election of must carry, it cannot be heard to object to
carriage of any or all of its broadcast stations listed herein for the
duration of this election cycle on the grounds that it has not granted
retransmission consent.[^49] Thus DirecTV's argument that Paxson has not
engaged in good faith retransmission consent negotiations is mooted by
Paxson's election and our decision.[^50]

# XIII ORDERING CLAUSES

# 

140 Accordingly, **IT IS ORDERED**, pursuant to Section 338 of the
Communications Act, as amended, 47 U.S.C. § 338, and Section 76.66 of
the Commission's rules, 47 C.F.R. § 76.66, that the must carry complaint
filed by Paxson Communications Corporation against DirecTV **IS
GRANTED** to the extent indicated herein.

150 **IT IS FURTHER ORDERED** that DirecTV, Inc. **IS ORDERED** to
commence carriage of WPXN-TV (New York, NY); KPXN-TV (San Bernardino,
CA); WCPX-TV (Chicago, IL); WPPX-TV (Wilmington, DE); KKPX-TV (San Jose,
CA); WPXB-TV (Merrimack, NH); WBPX-TV (Boston, MA); WPXG-TV (Concord,
NH); WDPX-TV (Vineyard Haven MA); KPXD-TV (Arlington, TX); WPXW-TV
(Manassas, VA); WWPX (Martinsburg, WV); WPXD-TV (Ann Arbor, MI); WPXA-TV
(Rome, GA); KPXB (Conroe, TX); KWPX-TV (Bellevue, WA); KPXM-TV (St.
Cloud, MN); WXPX-TV (Bradenton, FL); WVPX-TV (Akron, OH); WPXM-TV
(Miami, FL); KPPX-TV (Tolleson, AZ); KPXC-TV (Denver, CO); KSPX-TV
(Sacramento, CA); WOPX-TV (Melbourne, FL); KPXG-TV (Salem, OR); WIPX-TV
(Bloomington, IN); WFPX-TV (Fayetteville, NC); WRPX-TV (Rocky Mount,
NC); KPXE-TV (Kansas City, MO); WNPX-TV (Cookeville, TN); WPXE-TV
(Kenosha, WI); KUPX-TV (Provo, UT); KPXL-TV (Uvalde, TX); WPXH-TV
(Gadsden, AL); WPXP-TV (Lake Worth, FL); and WGPX-TV (Burlington, NC)
within sixty (60) days of the release date of this Order unless DirecTV,
Inc. provides Paxson Communications Corporation with specific reasons
for refusing to carry any of these stations and the reasonable bases
therefor within fifteen (15) business days of the release date of this
Order, and subsequent actions are taken as provided herein.

160 This action is taken by the Deputy Chief, Cable Services Bureau,
pursuant to authority delegated by Section 0.321 of the Commission's
rules, 47 C.F.R. § 0.321.

FEDERAL COMMUNICATIONS COMMISSION

William H. Johnson Deputy Chief, Cable Services Bureau

[^1]: The 36 stations subject to the complaint are: (1) WPXN (New York
    DMA); (2) KPXN (Los Angeles DMA); (3) WCPX (Chicago DMA); (4) WPPX
    (Philadelphia DMA); (5) KKPX (San Francisco-Oakland-San Jose DMA);
    (6-9) WPXB/WBPX/WPXG/WDPX (Boston DMA); (10) KPXD (Dallas-Ft. Worth
    DMA); (11-12) WPXW/WWPX (Washington D.C. DMA); (13) WPXD (Detroit
    DMA); (14) WPXA (Atlanta DMA); (15) KPXB (Houston DMA); (16) KWPX
    (Seattle-Tacoma DMA); (17) KPXM (Minneapolis-St. Paul DMA); (18)
    WXPX (Tampa-St. Petersburg DMA); (19) WVPX (Cleveland DMA); (20)
    WPXM (Miami-Ft. Lauderdale DMA); (21) KPPX (Phoenix DMA); (22) KPXC
    (Denver DMA); (23) KSPX (Sacramento-Stockton-Modesto DMA); (24) WOPX
    (Orlando-Daytona Beach-Melbourne DMA); (25) KPXG (Portland DMA);
    (26) WIPX (Indianapolis DMA); (27-28) WFPX/WRPX (Raleigh-Durham
    DMA); (29) KPXE (Kansas City DMA); (30) WNPX (Nashville DMA); (31)
    WPXE (Milwaukee DMA); (32) KUPX (Salt Lake City DMA); (33) KPXL (San
    Antonio DMA); (34) WPXH (Birmingham DMA); (35) WPXP (West Palm
    Beach-Ft. Pierce DMA); and (36) WGPX (Greensboro-High Point-Winston
    Salem DMA). *See* Paxson's Complaint (hereinafter "Complaint") at
    Attachment 1.

[^2]: 47 C.F.R. § 76.66.

[^3]: We note that on December 7, 2001, the U.S. Court of Appeals for
    the Fourth Circuit unanimously upheld the constitutionality of
    Section 338 of the Act, and Section 76.66 of the Commission's rules.
    *See* *SBCA v. FCC*, Nos. 01-1151, 01-1271, 01-1272 and 01-1818,
    2001 WL 1557809 (4^th^ Cir. Dec. 7, 2001).

[^4]: *See* Paxson's Complaint at 2 and Attachment 1. *See* 17 U.S.C. §
    122(a); 47 U.S.C. § 339. A satellite carrier provides
    "local-into-local" satellite service when it retransmits a local
    television signal back into the local market of that television
    station for reception by subscribers. 47 C.F.R. § 76.66(a)(6).

[^5]: Under Section 76.66(m)(3) of the Commission's rules, a local
    television broadcast station that disputes a response by a satellite
    carrier that it is in compliance with its must carry obligations may
    obtain review of such denial or response by filing a "complaint"
    with the Commission in accordance with Section 76.7. 47 C.F.R. §
    76.66(m)(3). Although styled as a "complaint," a carriage complaint
    filed against a satellite carrier is treated by the Commission as a
    petition for special relief for purposes of the Commission's
    pleading requirements. *See 1998 Biennial Regulatory Review: Part 76
    -- Cable Television Service Pleading and Complaint Rules*, 14 FCC
    Rcd 418 (1999). Responsive pleadings filed in this context,
    therefore, must comply with the requirements set forth in Section
    76.7(b)(1).

[^6]: *See* Pub. L. No. 106-113, 113 Stat. 1501, 1501A-526 to 1501A-545
    (Nov. 29, 1999).

[^7]: *See* 47 U.S.C. § 338.

[^8]: A DMA is a geographic area that describes each television market
    exclusive of others, based on measured viewing patterns. *See* 17
    U.S.C. § 122(j)(2)(A)-(C). S*ee Implementation of the Satellite Home
    Viewer Improvement Act of 1999: Broadcast Signal Carriage Issues;
    Retransmission Consent Issues*, 16 FCC Rcd 1918, 1934 (2000) ("*DBS
    Must Carry Report & Order*"); 47 C.F.R. § 76.66(e) ("A local market
    in the case of both commercial and noncommercial television stations
    is the designated market area in which a station is located, and (i)
    in the case of a commercial television broadcast station, all
    commercial television broadcast stations licensed to a community
    within the same designated market area within the same local market;
    and (ii) in the case of a noncommercial educational television
    broadcast station, the market includes any station that is licensed
    to a community within the same designated market area as the
    noncommercial educational television broadcast station.").

[^9]: *See generally DBS Must Carry Report & Order*, 16 FCC Rcd at 1918
    et. seq. The Commission later affirmed and clarified its carriage
    rules*. See Implementation of the Satellite Home Viewer Improvement
    Act of 1999: Broadcast Signal Carriage Issues*, 16 FCC Rcd 16544
    (2001) ("*DBS Must Carry Reconsideration Order*").

[^10]: *See* 47 C.F.R. § 76.66(c)(3); s*ee* *also* 76.66(c)(4) ("Except
    as provided for in paragraphs 76.66(d)(2) and (3), local commercial
    television broadcast stations shall make their retransmission
    consent-mandatory carriage election by October 1^st^ of the year
    preceding the new cycle for all election cycles after the first
    election cycle.").

[^11]: *See* 47 U.S.C. § 338(f)(1); *see also* 47 C.F.R. § 76.66(m)(1).

[^12]: *See* 47 C.F.R. § 76.66(m)(2).

[^13]: *See* *id.* § 76.66(m)(6); *SHVIA Must Carry Reconsideration
    Order*, 16 FCC Rcd 16544 at ¶ 60. A television station seeking a
    finding on the facts and a resulting determination of whether it is
    entitled to carriage pursuant to Section 76.66 of our rules, may
    file a complaint with the Commission. If, however, a television
    station that is not being carried seeks damages or other forms of
    monetary or injunctive relief under Section 338(a) of the Act or
    Section 501(f) of the Copyright Act, then the United States District
    Court is the exclusive forum for adjudicating the merits of the
    claim. *DBS Must Carry Report & Order*, 16 FCC Rcd at 1974.

[^14]: *See DBS Must Carry Reconsideration Order*, 16 FCC Rcd 16544 at ¶
    60.

[^15]: DirecTV Opposition at 1.

[^16]: *See* *DBS Must Carry Report & Order*, 16 FCC Rcd at 1974.

[^17]: *See id.* ("\[W\]e do not believe that Congress intended to
    deprive the Commission of the right to enforce the regulations the
    statute specifically directs us to adopt under Section 338.").

[^18]: *Id.* at 4.

[^19]: *Id.*

[^20]: *Id.* at 5. According to Paxson, most, if not all, of its
    stations place a City Grade signal over DirecTV's local receive
    facilities. We note that the addresses of DirecTV's local receive
    facilities can be found at DirecTV's web site at www.directv.com.

[^21]: *Id.* at 5-6.

[^22]: Paxson Complaint at 2-3. DirecTV rejected Paxson's must carry
    election stating that it "is of no force and effect because,
    pursuant to Section 9 of the parties' letter agreement dated April
    27, 2000, Paxson waived its must carry rights for the Stations \[ \]
    during the Term of the Agreement." *See* letter to Steve Freidman
    (Paxson) from Todd Mathers (DirecTV), dated June 29, 2001.

[^23]: *Id.* at 3.

[^24]: Paxson Reply at 8.

[^25]: DirecTV implies that because the Commission does not have
    jurisdiction over the existing dispute, it did not need to address
    the merits of Paxson's qualifications in its Opposition. Instead,
    DirecTV states that it will present its counter-arguments at a later
    time if the need arises. DirecTV Opposition at 2.

[^26]: DirecTV Opposition at 8.

[^27]: DirecTV Opposition at 9.

[^28]: According to the Agreement, "Primary Digital Channel Equivalent"
    means: (a) the digital broadcast signal of such PAX TV station if
    such station does not multicast more than one digital channel of
    programming as part of its digital broadcast service, and (b) the
    digital channel of such PAX TV station which carries substantially
    the same programming of the analog broadcast service of such station
    if such station multicasts more than one digital channel of
    programming as part of its digital broadcast service. *See* letter
    to Jeff Sagansky, President and CEO, Paxson Communications
    Corporation from Stephanie Campbell, Senior Vice
    President---Programming, DirecTV of April 27, 2000 (attached to
    Paxson Complaint, Exhibit A. at 1, ¶ 1.).

[^29]: According to the Agreement, "Multicast Digital Channels" for any
    PAX TV station means the digital channels of programming, if any, of
    such station included in the multicast digital broadcast service of
    such station other than the Primary Digital Channel Equivalent.
    *Id.* The agreement also states that it is the intent of the parties
    that only the Multicast Digital Channels of any PAX TV station will
    be entitled to digital must carry rights during the term of this
    agreement in the event the must carry rules for satellite provide
    Paxson with must carry rights for its Digital Programming Service.
    *Id.*

[^30]: DirecTV Opposition at 11.

[^31]: Paxson Complaint at 2.

[^32]: *Id.* According to Paxson, the Definitive Agreement would include
    the PAX TV affiliation agreement for the non-broadcast Paxson
    network programming *and* the Paxson-DirecTV retransmission consent
    agreement.

[^33]: *Id.*

[^34]: Paxson Reply at 7, Exhibit 1 (containing draft affiliation
    agreement and draft retransmission consent agreement).

[^35]: *Id.* at 4. Paxson states that it has communicated to DirecTV, as
    recently as July 27, 2001, alternative proposals for carriage, and
    the parties have been discussing those proposals*.* Paxson Complaint
    at 2.

[^36]: *Id.* at 14.

[^37]: Paxson Reply at 11.

[^38]: *Id.* at 8.

[^39]: *See DBS Must Carry Report & Order*, 16 FCC Rcd at 1929.

[^40]: *See* 47 C.F.R. § 76.66(d)(1)(v).

[^41]: *See* *DBS Must Carry Report & Order*, 16 FCC Rcd at 1929. *See
    also DBS Must Carry Reconsideration Order*, 16 FCC Rcd at 16575-76
    ("\[I\]f a broadcast station has a retransmission agreement that
    extends into and terminates during an election cycle, the
    station---at the end of its contract term with the carrier---will
    not be entitled to demand must carry if it has not elected must
    carry by the required date. . . .").

[^42]: It is undisputed that Paxson's television stations are located in
    markets where DirecTV provides local-into-local satellite television
    service. As discussed, *infra*, this decision is limited to the
    validity of Paxson's election and does not address other issues
    related to carriage rights that were not raised in this proceeding.

[^43]: DirecTV Opposition at 2 and Paxson Complaint, Exhibit A at 1,
    para. 1.

[^44]: *See* 47 U.S.C. § 325(b)(2)(E) (during the six months following
    enactment of the SHVIA, satellite carriers did not need
    retransmission consent to carry local broadcast stations in their
    local markets) and § 325(b)(1)(A) (prohibiting retransmission
    without the express authority of the originating station). *See also
    DBS Must Carry Report & Order*, 16 FCC Rcd at 1926-29.

[^45]: Unless extended or terminated, the term of the Letter Agreement
    expires on May 1, 2005, seven months prior to the end of the first
    carriage cycle on December 31, 2005.

[^46]: *See* 47 U.S.C. § 325(b)(3)(C)(i) (provision added by the SHVIA
    requiring the Commission to conduct a rulemaking to establish
    election time periods for satellite carriage of local broadcast
    stations).

[^47]: *See, e.g.,* 47 C.F.R. § 76.66(l)(1).

[^48]: DirecTV Opposition at 12, *citing* 47 U.S.C. § 325(b)(3)(C).

[^49]: We note that Section 325(b)(1)(C) specifically provides that
    retransmission consent is not required when mandatory carriage is
    elected.

[^50]: *See* DirecTV Opposition at 12, *citing* 47 U.S.C. §
    325(b)(3)(C). DirecTV argues that the Commission's good faith
    standards require the broadcaster not to act in a manner that would
    unduly delay the course of negotiations and asserts that, despite
    repeated communications by DirecTV during the course of the summer
    and fall of 2000, Paxson refused to respond substantively to any of
    its inquires requesting comments or status with respect to execution
    of a Definitive Agreement. *Id.* at 3 and 12, citing 47 C.F.R. §
    76.65(b)(1)(C).