Exhibit
10.50


 


 


The following exhibit is a
form of the agreement between The WB Television Network Partners, L.P. d.b.a.
The WB Television Network, the licensee and the licensee television
stations.  Similar agreements exist for
the following stations and their licensees:


 


                WTTA-TV, KMWB-TV,
WCWB-TV, WNUV-TV, WLFL-TV, WNAB-TV, KSMO-TV, WVTV-TV, WSTR-TV, WBSC-TV,
KRRT-TV, WTTO-TV, WDBB-TV, WTVZ-TV, KOCB-TV, KVWB-TV.


 


 


WB
TELEVISION NETWORK


 


STATION
AFFILIATION AGREEMENT


 


 


 


Dated as of April 1, 1998


_____________


______-TV


c/o Sinclair Communications,
Inc.


10706 Beaver Dam Road


Cockeysville, MD  21030


Attention:  David Smith


 


 


The following shall comprise the agreement between The WB Television
Network Partners, L.P. d.b.a. The WB Television Network (“WB,” “we,” or “us”),
and                    (“Affiliate”
or “you”) for the affiliation of television station                (“Station”)
with WB for carriage of WB programming. The Federal Communications Commission (“FCC”)
has issued a broadcast license (“License”)                 to                    ,       .
(“Licensee”) as the Licensee to operate Station in                    ,                    ,
the community in which Station is licensed by the FCC (“Community of License”).
You represent that you have the right to program the Station and to enter into
this Network Affiliation Agreement. All references in this Agreement to “WB
program(s)” and “WB programming” and any variations thereof shall mean the
programming made available by WB under this Agreement


 


1.   WB Programming:


 


(a)                  WB will make available to Affiliate WB
programs for free over-the-air broadcast by Station in the                    ,              Designated
Market Area (the “DMA”) during the term of this Agreement.  During such term, except as otherwise provided
herein, WB grants Affiliate the exclusive right to have Station broadcast the
WB programming in the DMA only as scheduled by WB over free over-the-air
television and by such other technological means as are available to Affiliate
for over-the-air broadcast in the DMA so long as Station broadcasts the WB programming
for over-the-air television. 
Notwithstanding the foregoing, from the 


 





















 


commencement date of this
Agreement until such time that exclusivity is offered to any affiliate against
the duplication of WB programming on              ,
WB may allow the signal of              with
duplicated WB programming to be imported into the DMA.  Station shall have “Most Favored Nations”
protection in this regard, and Station shall have exclusivity against the duplication
of WB programming on              in
the DMA at such time that such exclusivity is provided to any other WB
affiliate. WB will exercise reasonable commercial efforts to provide Station
with exclusivity against the importation of duplicated WB programming on              as
soon as it is practicable for WB to do so. 
WB shall have the sole discretion to select, schedule, substitute and/or
withdraw WB programming or any portion(s) thereof. WB shall also have the right
to authorize any television broadcasting station, regardless of the community
in which it is licensed by the FCC, to broadcast any presentation of a subject
we deem to be of immediate national significance including, but not limited to,
a Presidential address; however this right is subject to the first right of
refusal of Station to broadcast the programming that WB deems to be of
immediate national significance.  Except
as provided herein, during the term of this Agreement WB will not distribute,
nor grant permission to any third party to distribute, WB programming over any
means of over-the-air distribution within the DMA other than by over-the-air
broadcast by Station, which shall be the sole over-the-air distributor of WB
programming in the DMA. In the event that WB provides any other affiliate with
broader exclusivity protection, Station will be entitled to such broader
protection also.  Station shall have the
right to allow for the simultaneous broadcast with Station’s main transmitter
(only in the DMA) of WB programming by translator stations, which are regularly
used by Station for the carriage of its broadcast signal. Station may also
allow Station’s signal to be carried by cable systems and other multi-channel
video program providers located in the DMA. It is the intent of this Agreement
to provide Station with over-the-air broadcast rights in the entire DMA to the
extent that such is allowed by prevailing rules and regulations of the FCC.


 


(b)                     Additional Rights:  Subject to the terms of this Agreement, WB
hereby grants to Affiliate a royalty free non-exclusive license during the
license term (as defended below) to use all trademarks and service marks owned by
WB, including the “WB logo” and artwork used by WB to depict such marks.  Affiliate may use such marks in the licensed
DMA only in connection with Affiliate’s broadcasting on Station and the
advertising and promotion of such broadcasting.


 


(c)                      Reserved
Right:  Except as expressly licensed to
Affiliate hereunder, WB expressly reserves all other rights which WB may hold
in the WB programming, and its marks which are not expressly licensed to
Affiliate hereunder.


 


2.               Program Carriage:


 


(a)                  We agree to make available for over-the-air
broadcast by Station WB programming for the hours programmed by WB at the times
and dates scheduled by WB throughout the term of this Agreement.  You acknowledge that the times and roll-out
dates set forth in this Agreement are approximate only and you agree to have
Station broadcast WB programs irrespective of whether WB meets, fails to meet
or otherwise varies from the anticipated program schedule set forth herein;
provided, however, that WB hereby agrees not to accelerate such anticipated
program schedule, neither will WB schedule materially less prime time
programming than is offered to Station as of the date of this Agreement.  To the extent WB makes available such WB
programming for broadcast, this Agreement both obligates 


 


 


2





















 


us to make available such WB
programs to Station and obligates Station to broadcast such WB programs over-the-air
pursuant to the terms of this Agreement.


 


(b)                     Subject to the exceptions
set forth in subparagraph 2(e) and the right of preemption set forth in
subparagraph 2(f), Station shall broadcast WB programs on the dates and at the
times scheduled by WB.  Station shall broadcast
WB programs in their entirety, including but not limited to WB commercial
announcements, WB identifications, program promotional material, and credit
announcements contained in such programs, without interruption or deletion or
addition of any kind, except for the commercial announcements that Station is
allowed to add pursuant to Paragraph 5.  Notwithstanding
the foregoing, you may substitute other WB promotional announcements in lieu of
program promotional material that is inaccurate as it pertains to Station’s
schedule.  No commercial announcement,
promotional announcement or public service announcement will be broadcast by
Station during any interval within a WB program, which interval is designated
by WB as being for the sole purpose of making a station identification
announcement.


 


(c)                      The initial
Scheduled Program Times of WB programming and the anticipated roll-out dates of
that programming are set forth as follows (the specified times apply for the
Eastern and Pacific Time Zones; the Mountain and Central Time Zones are one
hour earlier for Prime Time and Latenight programming only, except as otherwise
agreed by us):


 


	
  Prime Time:

  	
  7:00 p.m. — 10:00 p.m.
  Sunday

  
	
   

  	
  8:00 p.m. — 10:00 p.m.
  Monday through Saturday. Two nights were designated by us during the
  1994/1995 broadcast year (one night was designated in January 1995 with the
  second night designated commencing during the third quarter of 1995); one
  additional night was designated during the 1995/1996 broadcast year; and one
  additional night may be designated during each broadcast year thereafter
  until seven nights of programming are made available.  As of the date of this Agreement WB prime
  time programming is broadcast on three nights of the week (Sunday, Monday,
  and Wednesday). During the First Quarter of 1998 the fourth night of WB prime
  time programming will commence, it is currently anticipated that such fourth
  night of programming will be on Tuesday night.

  
	
   

  	
   

  
	
  Children’s:

  	
  7:00 a.m. — 8:00 a.m.;
  7:30 a.m. — 8:30 a.m.; or 8:00 — 9:00 a.m. (at WB’s election) Monday through
  Friday;

  
	
   

  	
   

  
	
   

  	
  3:00 p.m. — 5:00 p.m.
  Monday through Friday; 8:00 a.m. — 12:00 noon Saturday; Weekday mornings (one
  hour) and Saturday mornings (three hours) commenced in September 1995; One
  additional Saturday hour commenced in September 1996; Monday through Friday
  afternoons (two hours) commenced in September 1997. It is acknowledged that
  once the in-pattern broadcast time for Children’s programming is established
  on Station, that such cannot change without the mutual agreement between the
  parties.  As of the date of this
  Agreement WB provides Station with 19 hours per week of Children’s
  programming.

   

  
	
   

  	
   

  
	
  Latenight:

  	
  11:00 p.m. — 12:00
  midnight Monday through Friday, commencing not earlier than 1998 and subject
  to the approval of the WB Affiliate’s 

  



 


 


                                                                                                                        


3





















 


Council (as defined in Paragraph
13 below).  In the event that WB
exercises its call on the late night time period, and such notice is not
provided to Station prior to the NATPE convention preceding the applicable
broadcast season, then any such call shall be subject to the then existing
programming commitments that Station may have contractually committed to in such
time period.


 


(d)                     Notwithstanding the roll-out
schedule for Children’s afternoon programming in subparagraph (c) above, WB’ s
supply of Children’s afternoon programming shall be subject to the expiration
of the Agreements in effect as of July 1, 1997 between Affiliate and suppliers
of Children’s afternoon programming.  Station agrees not to extend or renew any
agreement it may have with such suppliers for such programming during the term
of this Agreement if such renewal or extension would interfere with the
broadcast of the WB Children’s afternoon programming.


 


As of the date of this
Agreement, WB is programming three (3) nights per week of Prime Time. If during
the term of this Agreement WB programs fewer than two (2) nights of Prime Time
programming, then you may terminate this Agreement upon sixty (60) days written
notice.


 


(e)                    You confirm that as of the
date of this Agreement you have no commitments, except those listed in Schedule
1 hereto, which would impede Station’s broadcasting all WB programming made
available during the term of this Agreement. 
If any WB programming is not broadcast by you because of any such
commitment expressly described in Schedule 1 (but excluding extensions by
exercise of options by Affiliate not otherwise permitted hereunder [but not by
the programming licensor] or otherwise), then such programming shall be
broadcast in a time period upon which you and we shall mutually agree and which
shall be of quality and rating value reasonably comparable to that of the
Scheduled Program Times. These programs will not be considered preempted for
purposes of subparagraph 2(f) In the event that Station has sports or
syndicated programming commitments which would interfere with the in-pattern
broadcast of current WB Programming, Station will provide WB with a list of
such programming which will be attached to this Agreement as “Schedule 1”.  Syndicated and sports programming on such
list shall be an exception to any requirement in this Agreement that the WB
programming be broadcast in pattern.  Station
is hereby advised that the fourth night of WB prime time programming will
roll-out in January 1998, and then one additional night of prime time
programming will be rolled-out during each year thereafter.  During each year prior to NATPE, WB will
confirm its roll-out schedule for that year and, subject to such confirmation,
Station may not enter into new Syndicated or sports programming agreements that
will interfere with the in-pattern broadcast of WB programming that is either
current or prospective in accordance with the stated roll-out schedule.  Syndicated Programming shall not be subject
to renewal, except to the extent that such renewed syndicated programming does
not conflict with the in-pattern broadcast of WB programming for the scheduled
roll-out schedule.  Sports programming
may be renewed by Station, on a case by case basis, provided that any such
renewed sports programming may not cause pre-emptions of more than 20% of the
in pattern broadcasts of WB prime-time programming.  All such pre-empted WB prime time programming
will run in pattern in prime time during the same week on an alternative night.
(i.e. when WB is at 5 nights of programming, WB programs will run on one of the
remaining two nights of the week, at six nights WB programming will run on the
seventh night, unless in pattern clearance on the alternative night is in
conflict with sports programming contracts, in which event the programming will
run in the same week adjacent to prime or adjacent to the sport program causing
the conflict or in a time period otherwise 


 


 


4





















 


agreed by WB).  It is the strong preference of WB that such
alternative night be consistently the same night of the week, and Affiliate
will exercise reasonable efforts to satisfy WB’s preference in this regard.


 


(f)                    Notwithstanding anything in this Agreement to
the contrary, nothing in this Agreement shall be construed to prevent or hinder
Affiliate from: (i) rejecting or refusing any WB program which Affiliate
reasonably believes to be unsatisfactory or unsuitable or contrary to the
public interest or (ii) substituting a program which, in Affiliate’s opinion,
is of greater local or national importance. 
In such an event, you shall provide us with advance written notice of
any such rejection, refusal or substitution, no later than 14 days prior to the
air date of such programming, except where the nature of the substitute program
makes such notice impracticable (e.g., coverage of breaking news or other
unscheduled events) or the programming has not been made available to you by
such date, in which cases you agree to give us as much advance notice as the
circumstances permit.  Such notice shall
include a statement of the reasons you believe that the rejected WB programming
is unsatisfactory or unsuitable or contrary to the public interest, and/or that
a substituted program is of greater local or national importance.  In view of the limited amount of WB
programming to be supplied pursuant to this Agreement (at least until such time
as the full WB programming schedule has been rolled out) you acknowledge that
you do not foresee any need to substitute programming of greater local or
national importance for WB programming, except in those circumstances requiring
live coverage of fast-breaking news events or very infrequent special events.


 


To the extent you substitute
another program for a WB program as permitted under subparagraph 2(f)(ii), then
you will broadcast such omitted program and the commercial announcements contained
therein (or any replacement programming provided by WB and the commercial
announcements contained therein) during a time period upon which you and we
shall promptly and mutually agree and which shall be of quality and rating
value reasonably comparable to that of the preempted program’s Scheduled
Program Time.  In the event that the
parties do not promptly agree upon such a time period after reasonable
consultation in good faith and after taking into account the practical
alternatives under the circumstances, then, without limiting any other rights
of WB under this Agreement or otherwise, we shall have the right to license the
broadcast rights to the applicable omitted programming (or replacement
programming) to another television station located in the Community of License.


 


In addition, if three or
more episodes of a program series are preempted by you as permitted hereunder
in any thirteen-week period, for any reasons other than force majeure as
provided in Paragraph 6, we shall have the right, upon 60 days prior written
notice, to terminate your right to broadcast that program series and to
withdraw all future episodes of that series. 
Such thirteen-week periods shall be measured consecutively from the
first broadcast date of the program series in question.  If we subsequently place such a series on
another station in the Community of License, we reserve the right not to offer
you the broadcast rights to that series for subsequent broadcast seasons.  It is acknowledged that the pre-emption
penalties set forth in this paragraph shall not apply to those programs listed
on Schedule 1.


 


In addition to all other
remedies, to the extent one or more episodes of a program series is preempted
by you in violation of (i.e., other than as permitted under) this Paragraph 2,
we shall have the right, upon 60 days prior written notice, to terminate your
right to broadcast the remainder of the program series and withdraw all future
episodes of that series from you. 
However, any right of WB to terminate Station’s right to broadcast the
remainder of the 


 


 


5





















 


program series shall be
subject to a 30 day cure period by Station and no such termination may take
place before Station and WB have engaged in good faith discussions.


 


(g)                 Subject to paragraphs 2(a) and 2(d) nothing
in this Agreement shall be construed to prevent or hinder WB from: (i)
substituting one or more WB programs for previously scheduled WB programs, in
which event WB will make the substituted programs available to Station pursuant
to the provisions of Paragraph 1 and Paragraph 3; (ii) canceling one or more WB
programs; or (iii) postponing any scheduled roll-out dates of WB
programming.  Further, subject to
paragraphs 2(a) and 2(d), nothing in this Agreement shall be construed to
obligate WB (x) to provide a minimum or specific number of WB programs; (y) to
commence providing WB programming on any particular date; or (z) to expand the
amount of WB programming pursuant to a specified timetable.


 


3.               Delivery:  WB agrees to make available the WB programming
for satellite transmission.  WB shall incur
no costs regarding the satellite downlink and broadcast by Station; Station
shall incur no up-link costs with regard to the delivery of the WB programming.


 


4.               Promotion:


 


(a)                  We will provide you with on-air promotional announcements
(“WB Promos”) for WB programming, which WB Promos are intended for broadcast
during Station’s broadcast of non-WB programming.  Station will employ reasonable efforts to
provide an on-air promotional schedule consistent with the manner in which
Station promotes similar programs of similar importance to Station, and after
giving due weight to WB recommendations with regard to such promotion. We will consult
together in good faith regarding the promotional schedule.  You shall maintain complete and accurate
records of all WB Promos that are broadcast. Upon request by WB for those
records, you shall provide copies of all such records to WB within two weeks of
such request.


 


(b)                                 You shall budget
Station’s advertising availabilities in such a manner as to enable Station to
broadcast additional WB Promos during periods in which Station is deemed a “Subperformer”
Station shall be deemed to be a “Subperformer”“ from the time its “sweeps
rating” is below the average prime time rating for all WB affiliated broadcast
stations until such time as Station’s sweeps rating is no longer below the
average prime time rating for all WB affiliated broadcast stations.  The Station’s sweeps rating means the Station’s
average A.C. Nielsen rating for the most recently completed sweeps period for
adults 18-49 for all prime time hours programmed by WB. For such time as Station
remains a Subperformer, Station shall: (i) broadcast, during each one-half hour
of all periods of each day that Station is broadcasting non-WB programming, at least
one (1) 30-second Promo (or Promos aggregating 30 seconds, to the extent we so
elect) for Station’s local, syndicated or WB programming; and (ii) broadcast
during all periods when Station is broadcasting non-WB programming WB Promos
for not less than:


 


Prime Time Hours Programmed
by WB


 


	
  2

  	
   

  	
  hours

  	
   

  	
  —

  	
   

  	
  20%

  	
   

  	
  of

  	
   

  	
  100%

  
	
  4

  	
   

  	
  hours

  	
   

  	
  —

  	
   

  	
  25%

  	
   

  	
  of

  	
   

  	
  “

  
	
  6

  	
   

  	
  hours

  	
   

  	
  —

  	
   

  	
  30%

  	
   

  	
  of

  	
   

  	
  “

  
	
  8

  	
   

  	
  hours

  	
   

  	
  —

  	
   

  	
  35%

  	
   

  	
  of

  	
   

  	
  “

  
	
  10

  	
   

  	
  hours

  	
   

  	
  —

  	
   

  	
  40%

  	
   

  	
  of

  	
   

  	
  “

  
	
  12

  	
   

  	
  hours*

  	
   

  	
  —

  	
   

  	
  45%

  	
   

  	
  of

  	
   

  	
  “

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (* 12 or more hours)

  	
   

  	
   

  



 


 


6





















 


(the “Applicable Percentage”)
of the total, aggregate gross ratings points (“GRPs”) for all the promotional announcements
broadcast by Station (“Aggregate Promotional GRPs”) within the periods in which
non-WB programming is being broadcast. 
The specific WB Promos broadcast by Station and the number of broadcasts
of each WB Promo may be specified by WB and the broadcast of the WB Promos
shall be made so that the Aggregate Promotional GRPs allocated to WB Promos are
distributed fairly and reasonably across the periods when non-WB programming is
being broadcast.  For such time as Station’s
sweeps rating ranks Station within the bottom 50% (ranked highest to lowest) of
those WB affiliated broadcast stations that are Subperformers, then the Applicable
Percentage for Station shall be not less than 55% of 100% of the Aggregate
Promotional GRPs. The WB Promos broadcast during each half-hour of non-WB programming,
as required by this subparagraph 4(b), may be counted toward Station’s
Applicable Percentage. Station shall continue to air WB Promos under this schedule
until Station is no longer a Subperformer, as defined above.  It is agreed that if Station determines in
its exclusive judgment that this sub-performing station formula is not workable
then you and WB will engage in good faith negotiations to arrive at another subperforming
station formula that is acceptable to Station.


 


(c)                              In addition to providing WB
Promos, WB, in its sole judgement, will provide Station with such print and other
advertising materials that WB generally provides to its affiliate body.  Such will be provided at no cost to Affiliate
provided that such materials be provided by to all affiliates at no cost.  Additionally, we shall make available for
your use, at reasonable cost, such other promotional and sales materials as we and
you may mutually consider appropriate. 
You shall not delete any copyright, trademark, logo or other notice, or
any credit included in any such materials relating to WB, and you shall not
exhibit, display, distribute or otherwise use any trademark, logo or other
material or item delivered pursuant to this Paragraph 4 or otherwise, except as
instructed by us at the time.


 


(d)                               Commencing on
the first date that WB programming is aired by Station and for the remaining
term of this Agreement, Station shall identify itself as a WB affiliate, both
on and off-the-air.  In this regard,
Station has the right to utilize marks and logos that belong to WB.


 


(e)                              Station shall be eligible to
participate in WB’s co-op advertising in accordance with WB’s written co-op
guidelines as such may be in effect.  The
level of funding available for co-op advertising shall be market specific, and
Affiliate shall be treated as all other affiliates with regard to its
eligibility for co-ops.


 


5.               Commercial Announcements:


 


(a)                                  With respect to
WB programming, the parties to this Agreement shall be entitled to insert the
following number of commercial announcements (Station’s allotment includes
station breaks but excludes 5-second prime time station identification breaks
at the beginning of each hour):


 


(1)                                  Prime Time (as
defined in subparagraph 2 (c)) hour (pro-rated for half-hour programs):


 


You shall have the right to
insert six 30-second commercial announcements. 
WB shall have the right to insert eighteen 30-second commercial
announcements.


 


 


7





















 


(2)                                  Children’s:


 


Weekday half-hour:


 


You shall have the right to
insert six 30-second commercial announcements (or other material constituting “commercial
matter” under the FCC’s regulations). WB shall have the right to insert six
30-second commercial announcements.


 


Weekend half-hour:


 


You shall have the right to insert
five 30-second commercial announcements (or other material constituting “commercial
matter” under the FCC’s regulations).  WB
shall have the right to insert five 30-second commercial announcements and one
15-second commercial.


 


(3)                                  Latenight (as
defined in subparagraph 2(c)):


 


You will receive half the
total number of commercial announcements as specified by WB or less as mutually
agreed to.


 


(b)                     If because of the imposition
of any law or regulation the amount of commercial advertising, commercial matter
or other non-program time included in WB programming is reduced for any reason
(including but not limited to the adoption or modification of statutes or
regulations or any other governmental action), then the number of commercial
announcements available to you and us shall be reduced to the extent necessary
to provide WB and Affiliate with the same proportionate amount of commercial
time (inclusive of station breaks with respect to Affiliate) that each party is
entitled to under this Agreement.


 


(c)                      Your broadcast
over Station of the commercial announcements included by us in WB programming
is of the essence to this Agreement, and nothing contained in this Agreement
(other than in subparagraph 2(f)) shall limit our rights or remedies related to
your failure to so broadcast said commercial announcements. You shall maintain
complete and accurate records of all commercial announcements broadcast as
provided herein.  Within two weeks
following each request by us therefore, you will submit copies of all such records
to WB.


 


6.               Force Majeure;  WB shall not be liable for failure to make
available any programming or any portion(s) thereof, and Station shall not be
liable for failure to broadcast any such programming or any portion(s) thereof,
by reason of any act of God, equipment failure, action or claims by any third
person, labor dispute, law, governmental regulation or order, or other cause
beyond either party’s reasonable control (“force majeure event”).  If due to any force majeure event, we
substantially fail to make available all of the programming to be delivered to
Affiliate under the terms of this Agreement, or you substantially fail to
broadcast such programming as scheduled by WB for four consecutive weeks, or
for six weeks in the aggregate during any 12-month period, then the “non-failing”
party may terminate this Agreement upon thirty 30 days prior written notice to
the “failing” party so long as such notice is given at any time prior to the “non-failing”
party’s receipt of actual notice that the force majeure event(s) has ended;
provided further, however, that notwithstanding the above provisions, you shall
not have any right to so terminate this Agreement, upon a force majeure event
or otherwise, if we: (i) fail to make available a minimum or specific number of
WB programs; (ii) fail to commence making available WB programming on any
particular date; (iii) fail to expand the amount of WB programming pursuant to
a specified timetable; (iv) substitute one or more WB 


 


 


8





















 


programs for previously
scheduled WB programs (v) cancel one or more WB programs; or (vi) postpone the
roll-out of any WB programming.


 


7.               Assignment or Transfer of
Affiliate Agreement and/or Station License:


 


(a)                      Assignment or
Transfer of Affiliation Agreement:  This
Agreement shall not be assigned by Affiliate without the prior written consent
of WB.  Any purported assignment by
Affiliate without such consent shall be null and void, shall not be enforceable
against WB, and shall not relieve Affiliate of all its obligations
hereunder.  Notwithstanding the
foregoing, any assignment from Affiliate, to a subsidiary or affiliate of
Sinclair Broadcast Group (“SBG”), Sinclair Communications, Inc. (“SCI”), or a
subsidiary or affiliate of Sinclair Broadcast Group or Sinclair Communications,
Inc., or any assignment from         ,    
                or          , Inc. to SBG, SCI or a subsidiary or
affiliate of SBG or SCI is expressly permitted. 
Further: (i) If, during the term. Affiliate assigns this Agreement to a
third party or Licensee transfers its interest in the Station to a third party,
other than as expressly permitted above, (the “Transferee”), absolute
conditions of the transfer must be: (a) that the Transferee’s interest in
Station is subject to the full remaining term of this Agreement, and the
Transferee must agree in writing to assume and fully perform each obligation to
be performed by Affiliate or Licensee under this Agreement; an, (b) WB’s
approval of the transfer will not be unreasonably withheld if the Transferee is
a recognized and reputable broadcaster. 
In the event that there is a dispute between WB and Affiliate or
Licensee with regard to the reasonableness of WB withholding of consent, then
the issue will be resolved by binding expedited arbitration pursuant to the
rules of the American Arbitration Association.


 


(b)                     Assignment or Transfer of
Station License; Subject to paragraph 7(a), above, if any application is made
to the Federal Communications Commission (FCC) for consent to the transfer of
control or assignment of the Station license, Licensee shall notify us in
writing within ten (10) days of the filing of such application. Subject to
Paragraph 7(a) above, unless the transfer of control or assignment is one
provided for by Section 73.3540 (f) of the FCC’s current rules and regulations
(a “short form” assignment or transfer of control that does not involve a
material assignment or transfer of control), we shall have the right, within
thirty (30) days of WB’s receipt of notice as provided in this paragraph, to
notify Licensee (in writing) of WB’s decision to terminate this Agreement
effective as of the consummation of such assignment or transfer of control.  If WB does not provide notice of its decision
to terminate this Agreement within such 30 day period, this Agreement shall be
deemed to have been fully assigned to the transferee or assignee of Station’s license
upon the consummation of such transfer of control or assignment and such
transferee or assignee will assume and perform all of the obligations and
duties contained in this Agreement without limitation of any kind, as of the
effective date of such transfer of control or assignment.  In addition, if Licensee fails, prior to the
effective date of such transfer of control or assignment, to procure in a
written form reasonably satisfactory to WB the agreement of the assignee or
transferee to assume and perform this Agreement in its entirety without
limitation of any kind, or fails to notify WB of the application to transfer
control or assign the Station license, then Licensee shall remain fully
responsible for the full performance of all provisions of the Agreement during
the full term of the Agreement as set forth in Paragraph 9, and in the event of
non-performance, Licensee shall be considered in material breach of this
Agreement and WB shall have all rights and remedies available for such breach,
including but not limited to specific performance and damages.


 


8.               Unauthorized Copying;  You shall not, and shall not cause or authorize
others to record, copy or duplicate any programming or other material we
furnish pursuant to this Agreement, in whole or in 


 


 


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part, and you shall take all
reasonable precautions to prevent any such recording, copying or duplication. Notwithstanding
the foregoing, if Station is located in the Mountain Time Zone you may
pre-record WB programming for later broadcast at the times scheduled by
us.  You shall erase all such
pre-recorded programming promptly after its scheduled broadcast.  Notwithstanding the above provisions, Station
may make a non-broadcast quality recording of its entire broadcast day for
archival, file and reference purposes and uses only, which copy shall be kept
in Station’s possession at all times.


 


9.               Term;


 


(a)                      The term of
this Agreement shall be deemed to have commenced April 1, 1998 (the “Launch
Date”) and shall continue until January 15, 2008 (“Term”)


 


(b)                     The “Launch Date” shall be
the date on which WB first makes WB programming available to Affiliate for
broadcast by Station on a regularly scheduled basis.


 


(c)                    Each “Contract Year”
hereunder shall be an annual period during the term of this Agreement.  The First Contract Year is the annual period
beginning on the Launch Date; the Second Contract Year is the annual period
commencing one year after the Launch Date, etc.


 


(d)                     WB shall, within its sole
discretion, but subject to any other obligations that WB may owe to you, have
the right to terminate this Agreement so long as we provide sixty days prior
written notice to you and are ceasing operation as a television network.


 


(e)                      Notwithstanding
anything to the contrary contained in this Agreement, upon the termination or
expiration of the term of this Agreement, all of your rights to broadcast or
otherwise use any WB program or any trademark, logo or other material or item
hereunder shall immediately cease and neither you nor Station shall have any
further rights whatsoever with respect to any such program, trademark, logo,
material or item.


 


10.         Applicable Law:  The obligations of you and WB under this
Agreement are subject to all applicable federal, state, and local laws, rules
and regulations (including, but not limited to, the Communications Act of 1934,
as amended, and the rules, regulations and policies of the FCC) and this
Agreement and all matters or issues collateral thereto shall be governed by the
laws of the State of California without regard to California’s conflict of law
rules.


 


11.         Station Acquisition by WB:  During the term of this Agreement, WB agrees
that neither we nor Time Warner Inc. nor any Subsidiary or “Affiliate” of WB or
Time Warner, Inc. will acquire, as defined by the attribution rules of the FCC,
all or a substantial interest in a television broadcast station licensed in the
same Designated Market Area (“DMA”) as Station. 
The Affiliate of, or a person affiliated with, a specified person or
entity means a person or entity who, directly or indirectly, through one or
more intermediaries controls, is controlled by, or is under common control
with, the person or entity specified.


 


12.         Change in Operations:  In the event that Station’s transmitter
location, power, frequency, programming format or hours of operation are
materially changed at any time during the term of this Agreement so that
Station is of materially less value to us as a broadcaster of WB programming
than at the date of this Agreement, then we shall have the right to terminate
this Agreement upon 30 days prior written notice.  Licensee shall notify WB within ten (10) days
in writing if application is made to the FCC to modify in a material manner the
transmitter location, power or frequency of Station or if Licensee plans to
modify in a material manner the hours of operation of Station.  If Licensee or 


 


 


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Affiliate fails to notify us
as required herein, then we shall have the right to terminate this Agreement by
giving you and Licensee sixty (60) days prior written notice.


 


At any time during the term
if, due to other than an event of force majeure, Station is off the air, or
operating at less than fifty percent (50%) of its licensed power, for a period
of 24 hours or longer, Station must immediately notify WB.  WB may terminate this agreement on sixty (60)
days prior written notice in the event that station is off the air for a period
exceeding fourteen (14) days.  Affiliate
will install a satellite antenna and receiver of sufficient quality, in the
reasonable judgment of WB, to receive a network quality signal from WB.  Affiliate and Licensee shall also use
switches, microwaves and all other transmission equipment necessary to telecast
a network quality picture.  If, in the
exclusive judgment of WB, the picture or sound quality of Station’s transmission
is insufficient, WB will provide station with notice of the deficiency, and
station shall have thirty (30) days to cure. 
In the event that station should fail to cure then WB may cancel this
agreement upon sixty (60) days written notice.


 


13.         WB Affiliates Council:  You, with the other affiliates of WB, shall
form a WB Affiliates Council (the “Council”), which shall be comprised of
representatives from five different affiliates of WB.


 


14.         Non-Liability of Council
Members:  To the extent the Council and
its members are acting in their capacity as such, then the Council and each
member so acting shall not have any obligation or other liability whatsoever to
you in connection with this Agreement, including without limitation, with
respect to the Council’s or such member’s approval or non-approval of any
matter, exercise or non-exercise of any right or taking of or failing to take
any other action in connection therewith.


 


15.         Warranties and Indemnities:


 


(a)                      WB represents
and warrants that Station’s broadcast, in accordance with the terms and
conditions of this Agreement, of any WB programming, including WB’s commercial
announcements, shall not violate any applicable rules, regulations, or written
policies of the Federal Communications Commission nor any other governmental
authority, nor violate or infringe upon the trade name, trademark, copyright,
literary or dramatic right, or right or privacy or publicity of any third
party.  WB agrees to indemnify, defend
and hold Affiliate and Licensee harmless against and from all claims, damages, liabilities,
costs and expenses arising out of WB’s breach of its representations and
warranties set forth in this Agreement or the use by Station under this
Agreement of any WB program or other material furnished by WB under this
Agreement, provided that Affiliate and/or Licensee promptly notifies WB of any
claim or litigation to which this indemnity shall apply, and provided further
that Affiliate and/or Licensee cooperates fully with WB in the defense or
settlement of such claim or litigation. 
Affiliate agrees to indemnify, defend and hold WB harmless against and
from all claims, damages, liabilities, costs and expenses with respect to any material
furnished, added or deleted to or from WB programming by Affiliate.  This indemnity shall not apply to litigation
expenses, including attorneys’ fees, that the indemnified party elects to incur
on its own behalf.  Except as otherwise
provided in this Agreement, neither Affiliate nor WB shall have any rights
against the other for claims by third persons, or for the failure to operate
facilities or to furnish WB programs if such failure is the result of a force
majeure event as defined in Paragraph 6. 
Furthermore, notwithstanding any other provisions of this Agreement,
Affiliate shall not have any rights against WB for claims by third parties or
Affiliate arising out of any actions or omissions of WB permitted under
subparagraph 2(g).


 


(b)                 You agree to maintain for Station such licenses,
including performing rights licenses as now are or hereafter may be in general use
by television broadcasting stations and are 


 


 


11





















 


necessary for you to
broadcast the television programs which we furnish to you hereunder.  We will clear all music in the repertory of
SESAC, ASCAP and BMI used in our programs, thereby licensing the broadcasting
of such music in such programs over Station by obtaining any necessary music
synchronization licensee.  You will be
responsible for all music license requirements specifically including the
payment of music performance royalties (and all other permissions) for any
commercial or other material inserted by you within or adjacent to WB programs in
accordance with this Agreement.


 


(c)                      Licensee
warrants that it has the right to enter into this Agreement and that the
License is in good standing and agrees to comply with all relevant statutes and
FCC rules and requirements so as to maintain the License in good standing.  In the event you are found to have materially
violated any laws or FCC rules or requirements (after the exhaustion of all
appeals so long as Station retains the License during the pendency of such
appeal), the effect of which is that Station is of materially less value to us
as a broadcaster of WB programming than as of the date of this Agreement, then
we shall have the right to terminate this Agreement upon 30 days prior written
notice.  Licensee shall notify us within
ten (10) days of any action by the FCC imposing any forfeitures or other
sanction(s) on Station or you including but not limited to short-term renewals,
revocation or denial of renewal.


 


(d)                     You warrant that all
information delivered by you to us in connection with this Agreement shall be
true and correct in all material respects.


 


(e)                      WB and You
warrant that execution of this Agreement and performance of its obligations
will not violate or result in a default under (i) any material agreement or
instrument to which WB or You are party or (ii) any statute, ordinance,
governmental rule or regulation in any material respect, or order, judgment,
injunction, decree or ruling of any court or administrative agency applicable to
WB or to You, which default would materially interfere with the performance of
WB’s or Your obligations hereunder.


 


16.         Retransmission Consent;  If any law, governmental regulation or other
action permits Licensee to elect to require any cable television system or
other multichannel video program distributor to obtain your consent to such
system’s or distributor’s retransmission of Station’s broadcast of either
Station’s signal as a whole or any WB programming included therein, then
Licensee and Affiliate agree to consult with WB regarding whether such consent
is to be given and, if so, the terms under which such consent is to be given
(including without limitation, the amount and type of compensation, if any, to
be paid by the system or distributor for such consent and whether any of that
compensation shall be shared between you and us).  Notwithstanding the foregoing, Licensee and
Affiliate shall have the right, within their sole and exclusive judgment, to
make all determinations concerning must carry,  and retransmission consent approval and the
compensation, if any, to be paid to Station for such approval and the sharing, if
any, of such compensation.  However,
nothing contained herein provides Station with the right to have WB programming
carried by any distribution instrumentality (specifically including, but not
limited to satellite or cable) outside of the DMA licensed by this Agreement.


 


17.         Network Non-Duplication
Protection;  During the
term of this Agreement, Licensee and Affiliate shall be entitled to network
non-duplication protection, as provided by Sections 76.92 through 76.97 of the FCC’s
rules, against the presentation of any WB program by a cable system during the
period commencing one day before and ending fourteen (14) days after receipt of
such WB program by Station, The geographic zone of network non-duplication
protection shall be the Designated Market Area (“DMA”) (as defined by Nielsen)
in which your Station is located or any lesser zone mandated by Sections 76.92
and 73.658(m) of the FCC’s rules as those rules exist as of 


 


 


12





















 


the date of this
Agreement.  Network non-duplication
protection shall extend only to WB programs that Station is carrying in
accordance with the terms of this Agreement and such protection shall be
subject to the terms and provisions of subparagraph 2(f).  You and Licensee are under no obligation to
exercise in whole or in part the network non-duplication rights granted
herein.  Notwithstanding anything to the
contrary in this paragraph, no non-duplication protection is provided against
the signal of        until such time that exclusivity is offered to
any other affiliate.


 


18.         Affiliation Ratings Payments;  Affiliate agrees to pay to WB an annual
payment, based on the Station’s television market ratings, for WB prime time
programming, commencing with the initial broadcast by Station of such
programming, all as defined and set forth in the “Annual Ratings Payment”
Exhibit attached hereto.  These payments
are intended to compensate WB for the WB programming and are in no way intended
to, nor do they, confer on WB any ownership or other equity interest in
Station.


 


19.         Notices and Reports;


 


(a)                      In addition to
any other reports or forms requested herein, you will provide to us in writing,
in the manner reasonably requested by WB, such reports covering WB programs
broadcast by Station as we may request from time to time.  To the extent we provide you forms for such
purpose, you shall provide such reports on these forms, to the extent that it
is reasonably practicable for you to do so.


 


(b)                     All notices, reports or
forms required or permitted hereunder to be in writing shall be deemed given
when personally delivered (including, without limitation, by overnight courier
or other messenger or upon confirmed receipt of facsimile copy) or on the date
of mailing postage prepaid, addressed as specified below, or addressed to such
other address as such party may hereafter specify in a written notice.  Notice to Affiliate shall be to the address
set forth for Affiliate on page 1 of this Agreement, with a copy to its General
Counsel.  Notice to WB shall be to The WB
Television Network, 4000 Warner Boulevard, Burbank, California, 91522,
Attention: General Counsel.


 


20.         Miscellaneous:


 


(a)                      Nothing
contained in this Agreement shall create any partnership, association, joint
venture, fiduciary or agency relationship between the parties hereto.


 


(b)                     Nothing contained in this
Agreement nor the conduct of any officer, director, agent or employee of either
WB Affiliate, or Licensee shall be deemed to create or to constitute ownership
by WB, in whole or in part, of Affiliate, Licensee, Station or the License or
in any way constitute a derogation of the rights, duties and responsibilities
imposed upon Affiliate.  Nothing in this
Agreement shall be deemed to delegate to WB, directly or indirectly, any right
to control the operations of Station.


 


(c)                      You and
Licensee shall at all times permit us, in connection with WB programming, without
charge, to place on, maintain and use at Station’s premises, at our expense, such
equipment as WB shall reasonably require to perform its obligations under this
Agreement.  Station shall operate such
equipment for us, to the extent we reasonably request, and no fee shall be
charged by Station therefor.


 


(d)                     No waiver of any failure of
any condition or of the breach of any obligation hereunder shall be deemed to be
a waiver of any preceding or succeeding failure of the same or any other 


 


 


13





















 


condition, or a waiver of
any preceding or succeeding breach of the same or any other obligation.


 


(e)                      Each and all of
the rights and remedies of WB and Affiliate under this Agreement shall be
cumulative, and the exercise of one or more of said rights or remedies shall
not preclude the exercise of any other right or remedy under this Agreement, at
law or in equity.  Notwithstanding
anything to the contrary contained in this Agreement, in no event shall either
party hereto be entitled to recover any lost profits or consequential damages
because of a breach or failure by the other party, and except as expressly
provided in this Agreement to the contrary, neither WB nor Affiliate shall have
any right against the other with respect to claims by any third person or other
third entity.


 


(f)                        Paragraph
headings are included in this Agreement for convenience only and shall not be
used to interpret this Agreement or any of the provisions hereof, nor shall
they be given any legal or other effect.


 


(g)                     This Agreement may be
executed in counterparts, with the Agreement being effective when each party
hereto has executed a copy and delivered that copy to the other party hereto.


 


(h)                     The parties hereto agree
that Station will be granted the benefit of any terms that are more favorable,
or treated in a manner which is as least as well, or better than other WB
affiliates with respect to the following terms and conditions of this Agreement:
Station’s allotment of commercial announcements, promotion announcement
procedures, WB program carriage (except as to items identified in each Station’s
Schedule 1), delivery requirements, assignment restrictions and retransmission
consent. The parties hereto acknowledge that the “most favored” protection that
is granted to Station in this subparagraph (i) relates only to the Affiliation
Agreement and not to any agreements of any other nature that may exist between
WB and any third party. Notwithstanding the provisions of this subparagraph (i)
Station acknowledges that the Affiliation Agreement for “                  ”                     may
contain terms in addition to and different from the terms contained in this
Affiliation Agreement. The premises and rationale for preparation of the Annual
Ratings Payment will be the same for all WB affiliates, however it is
acknowledged that each affiliate will have a different schedule of payment
amounts based on each station’s base year calculation. Additionally, guarantee
payments will only be required of stations in the top 15 markets.


 


IN WITNESS WHEREOF, the
parties hereto have duly executed this Agreement as of the day and year first
written above.


 


	
  THE WB TELEVISION NETWORK PARTNERS

  	
   

  	
   

  	
   

  
	
  L. P. d.b.a. THE WB TELEVISION NETWORK

  	
   

  	
   

  	
   

  
	
  (“WB”)

  	
  (“Affiliate”)

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
  Title:

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (“Licensee”)

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Schedule “1”

  	
   

  	
   

  	
   

  	
   

  
								



 


 


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ANNUAL RATINGS PAYMENT
EXHIBIT


 


As part of the consideration to WB for the WB programming, Licensee
agrees to make annual payments to WB based on Station’s television market
ratings (the “TMR Payments”) for adults 18-49 for the prime time broadcast
periods of WB programming commencing with the initial broadcast by Station of
WB programming.  Such payments shall
partially compensate WB for the WB programming by calculating the value and/or
profitability added to Station as a result of its affiliation with WB and pay
to WB      of such added value and/or profitability.  Such payments are not intended to, nor do
they, confer in WB any ownership interest in Station.  All defined terms used herein shall have the
same meaning as set forth in the Agreement unless otherwise defined
herein.  The TMR Payments shall be
calculated and paid as follows:


 


A.                       Calculation of
TMR Payment Amount:  At the end
of each successive Contract Year commencing on the Launch Date, the “Average
Rating” for each such Contract Year shall be determined by taking the average of
Station’s television ratings (adults 18-49) for the prior November, February, and
May sweeps periods of such Contract Year as reported on the Nielsen Station
Index (“NSI”), as processed, refined, re-formatted or re-configured by that
application commonly known as the “SNAP System,” but only with respect to those
prime time hours programmed by WB under the Agreement.  Based on the Station’s Average Rating for
each Contract Year and the number of hours programmed by WB in that Year,
Station shall owe WB the amount (the “TMR Amount”) set forth in the table attached
hereto as the Annual Ratings Payment Exhibit-Table (omitted due to sensitive
nature of information).  For example, in
the particular case of Station, if the adults 18-49 rating for WB programmed
hours is       for a particular Contract Year, and WB is
programming      hours per week during such Year, then the TMR
payment that will be due and owing for such Year is $              . 
In the event that either Station or WB contends that the TMR Payment for
any particular Contract Year, as set forth in the Annual Ratings Payment Exhibit
Table (omitted due to sensitive nature of information), is not an accurate
statement of the      share of the added
value and/or profitability during WB-programmed prime time hours that Station
owes to WB, or if the TMR Payment for any particular Contract Year has
increased or decreased from the prior year’s TMR Payment disproportionately in comparison
to the increase or decrease over such period in the profitability of Station’s
WB furnished prime time programming (after giving effect to any increase in the
number of WB prime time programming hours-between the two periods), then either
WB or Station may request that the Station’s financial results and operational
information be audited and reviewed by WB and the result of such audit shall
determine the level of the TMR payment for the given period.  Promptly after such audit and review, WB and
Station shall meet to discuss such financial results and operational
information of Station and in good faith seek to adjust the then currently due
TMR Payment to reflect the result of the audit and the intent of these Payments
as set forth in the introductory paragraph to this Exhibit.


 


B.                         TMR Payment:  The TMR Amount for each Contract Year shall
be payable by Licensee to WB within 15 days following WB’s delivery to Licensee
of an invoice for the TMR Amount, which invoice shall be delivered by WB not
earlier than the release by NSI or any successor ratings index of the ratings
for the fourth and final sweeps period of such Contract Year.


 


C.                         No NSI Ratings:  In the event there are no NSI ratings available,
then Licensee and WB shall use those standard television market ratings which
are generally available and used by national and/or regional advertisers for
purposes of calculating advertising payments to television stations..


 


 


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D.                        Continuing
Obligation: Licensee’s obligation to make the above TMR
Payments on the basis set forth herein shall survive any termination of this
Agreement by WB, any sale or transfer of any Station assets and/or any ownership
interest in the Station and shall remain binding on any successor Station
owner, which successor remains an affiliate and is approved by WB in its discretion
as otherwise set forth in the Agreement.


 


 


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