**Exhibit 10.8**

 

**AMENDED AND RESTATEDRETRANSMISSION RIGHTS AGENCY AGREEMENT**

 

January 29, 2006

 

Hearst-Argyle Television,Inc.

888 Seventh Avenue, 27thFloor

New York, New York 10106

 

Re:  **Retransmission Rights AgencyAgreement**

 

Ladies/Gentlemen:

 

This agreement (the “Agreement”)sets forth the mutual agreements between Lifetime  Entertainment Services (“Lifetime”) andHearst-Argyle Television Inc. (“Hearst” or “HTV”) regarding the negotiation andgrant of retransmission consent under the 1992 Cable Act, as amended (the “CableAct”) to certain cable systems and certain other television distributionfacilities as set forth in Appendix A with respect to the broadcast televisionstation(s) set forth in Paragraph 1(b) below hereto (the “Stations”) inconnection with carriage agreements for Lifetime’s satellite-deliveredprogramming services. Upon execution by Hearst and Lifetime this Agreementshall replace the Retransmission Rights Agency Agreement dated June 30, 2004between the parties.

 

**1.****                                      GRANTOF AUTHORITY.**

 

## (a)                                  Exceptas otherwise provided for herein, Hearst hereby authorizes Lifetime, during theTerm, to conduct negotiations for agreements on Hearst’s behalf and as itsagent on an exclusive basis in connection with the grant of retransmissionconsent rights for the free, over-the-air, video and audio analog and digitalbroadcast signals of the Stations (but not for any video or audio program orother services offered on an encrypted paid subscription basis or for reuse ona video on demand basis nor any data services other than program-relatedmaterial as approved by Hearst, which rights shall be retained by Hearst). Retransmissionconsent rights for the Stations may be offered by Lifetime to the followingmultichannel video programming distributors (“MVPDs”) listed on AppendixA:  (i) cable television system operators(“Cable Operators”), (ii) satellite distributors (“DBS Operators”), and (iii) SMATV,MDS and MMDS operators (collectively, “Other MVPDs”). Retransmission consentrights for distribution of the Stations by alternate technologies (such asVDSL) may be offered by Lifetime to those MVPDs which are expressly identifiedon Appendix A as distributing programming by such alternate technologies as ofthe date of this Agreement (“Current Alternate Technology MVPDs”).

##  

## (b)                                 Theright to negotiate retransmission consent agreements shall be with MVPDs whichown or manage systems or other facilities serving customers located either (i)within the applicable Designated Market Area (as defined by Nielsen Media Research)(“DMA”) of the applicable Station, (ii) to the extent it is within the limitsof the MVPD’s compulsory copyright license and authorized by the Station’sprogram supplier’s rights agreement, outside the DMA, in each community wherethe applicable Station is “significantly viewed” (as such term may be definedin the rules and regulations of the Federal Communications Commission (“FCC”)) and(iii) to the extent it is within the limits of the MVPD’s compulsory copyrightlicense and authorized by the Station’s program supplier’s rights agreement,outside of such DMA, where

 

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## the Station has beenhistorically carried. Lifetime hereby agrees to use commercially reasonableefforts to secure on Hearst’s behalf retransmission agreements with MVPDs inaccordance with the provisions hereof.

##  

## (c)                                  Theparties agree that Appendix A shall be deemed amended to include additionalCable Operators and Other MVPDs that:  (i) build or acquire systems that meet thecriteria set forth in clauses (b)(i), (b)(ii) and (b)(iii) above subsequent tothe date of this Agreement; and (ii) new legal entities resulting from themerger, consolidation or sale of a MVPD. New MVPDs other than Cable Operatorsthat meet the criteria set forth in (b)(i), (b)(ii) and (b)(iii) above will bedeemed added to Appendix A unless Hearst notifies Lifetime of its objection to suchaddition within fifteen days after notice to Hearst from Lifetime of such MVPD’srequest for retransmission rights. Notwithstanding anything herein to thecontrary, except with respect to those Current Alternate Technology MVPDs expresslyidentified on Appendix A or otherwise agreed by Hearst pursuant to theprocedure set forth in this subsection (c), Lifetime’s authority hereundershall not include authority to negotiate the retransmission of the Stations onor by the Internet, the worldwide web, telephone or DSL Lines or any othermeans or methods of distribution other than cable, SMATV, MDS and MMDS.

##  

## (d)                                 Notwithstandinganything herein to the contrary, it is agreed that (i) the terms and conditionsof a MVPD’s retransmission consent rights agreement for each Station shall beas contained in the Will Carry Agreement executed by Hearst for that Station,and to the extent the terms and conditions of that Will Carry Agreement may beinconsistent with any provision herein, the Will Carry Agreement will controland (ii) if, by September 1, 2005, Lifetime shall not have negotiated a WillCarry Agreement acceptable to Hearst with respect to any Station which, as ofthe date of this Agreement, is being carried by a MVPD pursuant to an existingelection by Hearst for carriage on a “must carry” basis, Hearst may, at itsoption, elect “must carry” for that Station and that MVPD, and Hearst will givenotice thereof to Lifetime.

##  

## (e)                                  *

##  

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*                 ThisParagraph has been redacted pursuant to a request for confidential treatmentsubmitted to the SEC on February 27, 2006. We have filed the redacted material separately with the SEC.

 

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## (f)                                    Exceptas otherwise set forth in or contemplated by this Agreement, and withoutlimiting the generality of the exclusive grant of authority to Lifetime as setforth in Paragraphs 1(a)  through (1)(e)above during the Term (as defined below), Hearst shall not grant to any otherperson or entity any right to negotiate any retransmission consent right ofHearst with respect to the Stations for the MVPDs and, subject to its licensee responsibilitiesunder law to control at all times the operation of its Stations, neither Hearstnor any Station shall enter into any retransmission consent agreement with any MVPD,except as otherwise provided for herein.

 

**2.****                                      TERMOF AGREEMENT.**

 

(a)                                  Subjectto Paragraph 5, the term (“Term”) of Lifetime’s rights to represent Hearst inaccordance with the terms of this Agreement  in connection with Hearst’s retransmissionconsent rights shall expire as of the following dates:  With respect to *                        ;with respect to *                         ,with respect to *                          ;with respect to all other Cable Operators and Other MVPDs, *     years after the expiration of the term of the current Will Carry Agreement withthe applicable MVPD, but in no event beyond *               .(“*       ” is defined, for purposes of thisAgreement, as *                                   or any cable television system, MVPD or other entity owned, managed,controlling or controlled by or under common control with *      , including but not limited to *                                                             )

 

(b)                                 Notwithstandingthe foregoing, the expiration of the Term shall not affect the parties’respective rights and obligations hereunder with respect to any Will Carry Agreemententered into during the Term to the extent that such Will Carry Agreementexpires or terminates subsequent to the expiration or termination of the Term. Expirationof the Term shall not relieve Lifetime of its obligations to make all paymentsotherwise due to be made to Hearst herein.

 

(c)                                  Notwithstandingany provision of this Agreement to the contrary, except as otherwise agreed bythe parties, Lifetime shall have no rights to represent Hearst with respect to any extension or renewal ofthe term of any Will Carry Agreement with any MVPD entered into by Hearsthereunder or with respect to any replacement or successor Will Carry Agreementwith any MVPD. Lifetime’s rights to represent Hearst in accordance with theterms of this Agreement in connection with Hearst’s retransmission consentrights with respect to any MVPD shall terminate upon the commencement of theoriginal term of a Will Carry Agreement entered into by Hearst hereunder withthat MVPD; provided, however, that Lifetime may represent Hearst with theextension or renewal of the Will Carry Agreement with *                           and *                      for a term which will expire no later than *                 .

 

**3.****                                      RETRANSMISSIONCONSENT AND NETWORK AGREEMENTS**

 

## (a)                                  Retransmissionconsent for the applicable Station will be granted by Hearst pursuant to theWill Carry Agreement referred to in subsection (b) below to MVPDs who agree tocarriage of one or more Networks (which may be pursuant to extensions orrenewals of existing Network agreements). Each agreement, extension or renewal betweena MVPD and Lifetime for carriage of one or more of the Networks is referred toherein as a “Network Agreement”.

 

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*                 Portionsof this agreement have been redacted pursuant to a request for confidentialtreatment submitted to the SEC February 27, 2006.  We have filed the redacted materialseparately with the SEC.

 

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## (b)                                 Inconnection with the retransmission consent provisions relating to the Stationsto be negotiated by Lifetime, Lifetime will utilize a “Will Carry Agreement” asapproved by Hearst for each Cable Operator, each DBS Operator, and each otherMVPD. All Will Carry Agreements must be satisfactory to Hearst, including, butnot limited to, the extent of analog and digital bandwidth retransmitted, channelcarriage, tier placement, restrictions, if any, on program or other content. * Lifetimeacknowledges that, unless Hearst agrees otherwise, all Will Carry Agreementswill contain provisions regarding channel position, subscriber penetration andmanner of carriage rights no less favorable for the Station(s) than the rightssuch Station(s) would have if it were carried by such Systems pursuant to the“must carry” rules of the FCC. *

##  

## (c)                                  *

 

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*                 Portionsof this agreement have been redacted pursuant to a request for confidentialtreatment submitted to the SEC February 27, 2006.  We have filed the redacted materialseparately with the SEC.

 

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**4.****                                      COMPENSATIONTO HEARST.**

 

(a)**                                 **Subject to Paragraph 5, for conductingretransmission consent negotiations for the Stations, Hearst will pay Lifetimean annual fee (the “Negotiation Fee”) in the amount of *           on *                        ;a like amount on *                        ;and a like amount on *                        .

 

(b)                                 Inconsideration of Hearst’s grant of authority to negotiate retransmissionconsent rights in connection with one or more executed Network Agreements,Lifetime will pay Hearst:

 

(i)                                     *

 

(ii)                                  *

 

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*                 Portionsof this agreement have been redacted pursuant to a request for confidentialtreatment submitted to the SEC February 27, 2006.  We have filed the redacted materialseparately with the SEC.

 

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(iii)                               *

 

(iv)                              *

 

(c)                                  *

 

**5.****                                      TERMINATION/EXTENSIONOF AUTHORIZATION.**

 

(a)                                  Ifa Will Carry Agreement with a DBS Operator has not been successfully negotiatedwithin *        following the expirationdate of the DBS Operator’s  agreement, asin effect on the date of this Agreement, then the right to negotiate that WillCarry Agreement may revert to Hearst at Hearst’s election and Lifetime shallhave no payment obligation as to such DBS Operator, nor shall Hearst have anyobligation to Lifetime with respect to such DBS Operator.

 

(b)                                 Ifa Will Carry Agreement with a Cable Operator or Other MVPD has not beensuccessfully negotiated within *        following the expiration of the Cable Operator’s or such

 

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*                 Portionsof this agreement have been redacted pursuant to a request for confidentialtreatment submitted to the SEC February 27, 2006.  We have filed the redacted materialseparately with the SEC.

 

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Other MVPD’s  agreement, as in effect on the date of thisAgreement, then the right to negotiate that Will Carry Agreement may revert toHearst at Hearst’s election and Lifetime shall have no payment obligation as tosuch Cable Operator or such Other MVPD, nor shall Hearst have any obligation toLifetime with respect thereto.

 

**6.****                                      NOLIABILITY; INDEMNIFICATION.**

 

Neither party shall haveany responsibility or liability to the other party in the event that anynegotiations authorized hereunder do not result in an agreement, or withrespect to the terms or provisions of any agreement with a MVPD entered into inaccordance with the terms provided herein. Neither party shall have anyliability to the other party in the event of a breach, default or terminationof any Network Agreement (including any retransmission consent provisionsrelating thereto). Each party shall indemnify and hold the other party harmlessfrom and against any and all claims by third parties, and any liabilities,costs and expenses relating thereto, arising from such party’s actions in theperformance of this Agreement. The provisions of this Section 6 shall survivetermination of this Agreement and/or termination or rescission of the agencyauthorizations granted herein.

 

**7.****                                      NOTICES.**

 

All notices required tobe given hereunder shall be given in writing and sent by mail, electronicfacsimile device, courier service, express mail service or personally deliveredto the respective addresses of Lifetime and Hearst as set forth below (or suchother address as such party may designate from time to time by notice to theother):

 
| If to Lifetime: |   | Lifetime  Entertainment Services                                        |
|-----------------|--------|-------------------------------------------------------------------------|
|            |   | 2049 Century  Park East                                                 |
|            |   | Suite 840                                                               |
|            |   | Los Angeles,  California 90067                                          |
|            |   | Attention:  Executive Vice Pres., Distribution and Business Development |
|            |   |                                                                    |
| with a copy to: |   | Lifetime  Television                                                    |
|            |   | 309 West 49th  Street, 16th Floor                                       |
|            |   | New York, New  York 10019                                               |
|            |   | Attention:  Senior Vice Pres., Business and Legal Affairs               |
|            |   |                                                                    |
| If to Hearst:   |   | Hearst-Argyle  Television, Inc.                                         |
|            |   | 888 Seventh  Avenue                                                     |
|            |   | New York, New  York 10106                                               |
|            |   | Attention: Chief  Legal Officer                                         |
|            |   |                                                                    |
| with a copy to: |   | Hearst-Argyle  Television, Inc.                                         |
|            |   | 888 Seventh  Avenue                                                     |
|            |   | New York, New  York 10106                                               |
|            |   | Attention:  General Counsel                                             |

 

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Notice given by mailshall be effective five (5) days after the date of mailing, postage prepaidcertified or registered mail; notice by electronic facsimile device shall beeffective upon confirmation of receipt; notice by personal delivery, courierservice or express mail service shall be effective upon delivery.

 

**8.****                                      ASSIGNMENT.**

 

(a)                                  Inthe event of a transfer of all or substantially all of a party’s assets, thisAgreement shall be assigned to the transferee and consent of the other partyshall not be required. In all other circumstances, neither party may assign ortransfer this Agreement without the prior written consent of the other. Anassignment or transfer in violation of this provision shall be null and void *ab initio*.

 

(b)                                 TransferOf Station(s). In the event that Hearst proposes to sell or transferownership or control of one or more Stations, Hearst shall notify Lifetime inwriting within thirty (30) days after entering into an agreement for such saleor transfer. Upon the consummation of such assignment or transfer, Lifetime’sauthority to negotiate retransmission consent rights for that Station(s) shall terminate.

 

(i)                                     *

 

(ii)                                  *

 

**9.****                                      CONFIDENTIALITY.**

 

Each party agrees not to disclose to any person orentity the existence or terms of this Agreement unless the other party consentsto that disclosure in advance except as may be required by law or by the rulesof any exchange or market on which Hearst securities are listed. The partieswill cooperate in the preparation of any press release regarding this Agreement.Additionally, Lifetime hereby agrees to be bound by any confidentialityprovisions of any Will Carry Agreement. Notwithstanding anything to thecontrary contained in this Section 9,

 

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*                                         Portionsof this agreement have been redacted pursuant to a request for confidentialtreatment submitted to the SEC February 27, 2006.  We have filed the redacted materialseparately with the SEC.

 

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Lifetime agrees that: (i) all past public disclosures by Hearst of theterms of this Agreement were made in compliance with the provisions of thisSection 9 (and any future disclosures which contain substantially the sameinformation, with adjustments of the dollar amounts to reflect actual paymentsmade by Lifetime to Hearst, will also be deemed to be in compliance with theprovisions of this Section 9); (ii) any public disclosures of the terms of thisAgreement made on and after the date hereof, substantially in the form attachedhereto as Appendix G, comply with the provisions of this Section 9 (it beingagreed that such disclosures may contain some or all of the informationcontained in Appendix G); and (iii) Hearst will file a copy of this Agreementas part of its public reports filed with the Securities and Exchange Commission(“SEC”) and, although Hearst will request confidential treatment for the namesof the various MVPDs contained herein and the dollar amounts referred toherein, there can be no assurance that the SEC will not require Hearst todisclose publicly such matters and any such disclosure will be deemed to complywith the provisions of this Section 9.

 

**10.****                               GENERAL.**

 

This Agreement shallconstitute a valid and binding agreement with respect to all of the matters setforth herein. This Agreement shall be construed in accordance with the internallaws of the State of New York and, where applicable, the rules and regulationsof the Federal Communications Commission. Should any part of this Agreementbecome inconsistent with the rules of the FCC or agreed upon governing law andthe parties are not the beneficiaries of an appropriate waiver, that part ofthe Agreement shall terminate as of the date that such an inconsistency exists,but all other parts of the Agreement shall remain in full force and effect. Insuch event, the parties shall use their good faith efforts to modify thisAgreement so as to conform it with the applicable FCC rule, policy, or law, ifpossible, while achieving their respective objectives under this Agreement. Lifetimefurther agrees that the retransmission consent negotiations for each Station willbe conducted in accord with all applicable federal and state laws, including 47C.F.R. §76.64 and §76.65 of the rules of the FCC, a copy of which is attachedas Appendix D.

 

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**11.****                               2000AGREEMENT; MODIFICATIONS.**

 

All of the obligations ofthe parties under the March 8, 2000 agreement as extended between the parties(the “2000 Agreement”) are not superseded by this Agreement and shall continuein full force and effect including Lifetime’s obligation to pay Hearst all feesprovided for under the 2000 Agreement. Except as otherwise provided for herein,any grant of retransmission consent rights to a MVPD after the date of thisAgreement shall be governed by the terms of this Agreement, except that grantsof such rights for MVPDs listed on Appendix E through December 31, 2005, shall continueto be governed by the terms of the 2000 Agreement. This Agreement may not beamended or modified except by a writing executed by the parties hereto.

 

If the foregoing comportswith your understanding, please sign and return the enclosed duplicate copy ofthis letter.

 
|                               | **LIFETIME ENTERTAINMENT SERVICES**  |
|------------------------------------|--------------------------------------|
|                               |                                 |
|                               | By:                                  | /s/ LOUISE HENRY BRYSON |
|                               |                                 |
|                               |                                 |
| Acknowledged and agreed  to        |                                 |
| This 31st  day of January, 2006    |                                 |
|                               |                                 |
| **HEARST-ARGYLE TELEVISION, INC.** |                                 |
|                               |                                 |
|                               |                                 |
| By:                                | /s/ STEVEN A. HOBBS                  |   |   |
| Name:                              | STEVEN  A. HOBBS                     |   |
| Title:                             | EXECUTIVE  VICE PRESIDENT,           |   |
|                               | CHIEF  LEGAL AND DEVELOPMENT OFFICER |   |
|                                    |                                      |  |  |  |  |

 

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APPENDIX A

 

**CABLEOPERATORS**

 

THIS SCHEDULE HAS BEENREDACTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE SECFEBRUARY 27, 2006.  WE HAVE FILED THEREDACTED MATERIAL SEPARATELY WITH THE SEC.

 

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APPENDIX B

 

**HEARSTSTATIONS**

 

As of 01/01/06

 
| **Call** | ** ** | **Channel** | ** ** | **City of License**  | ** ** | **Licensee**                                  | ** ** |
|----------|------------|-------------|------------|--------------------------------|------------|-----------------------------------------------|------------|
| KCCI(TV) |       | 8           |       | Des Moines, Iowa               |       | Des Moines  Hearst-Argyle Television, Inc.    |       |
| KCRA-TV  |       | 3           |       | Sacramento,  California        |       | Hearst-Argyle  Stations, Inc.                 |       |
| KCWE-TV  |       | 29          |       | Kansas City,  Missouri         |       | KCWE-TV, Inc.                                 |       |
| KETV(TV) |       | 7           |       | Omaha, Nebraska                |       | KETV  Hearst-Argyle Television, Inc.          |       |
| KHBS(TV) |       | 40          |       | Fort Smith,  Arkansas          |       | KHBS  Hearst-Argyle Television, Inc.          |       |
| KHOG-TV  |       | 29          |       | Fayetteville, Arkansas         |       | KHBS Hearst-Argyle  Television, Inc.          |       |
| KHVO(TV) |       | 13          |       | Hilo, Hawaii                   |       | Hearst-Argyle Stations,  Inc.                 |       |
| KITV(TV) |       | 4           |       | Honolulu, Hawaii               |       | Hearst-Argyle  Stations, Inc.                 |       |
| KMAU(TV) |       | 12          |       | Wailuku, Hawaii                |       | Hearst-Argyle Stations,  Inc.                 |       |
| KMBC-TV  |       | 9           |       | Kansas City,  Missouri         |       | KMBC  Hearst-Argyle Television, Inc.          |       |
| KOAT-TV  |       | 7           |       | Albuquerque, New  Mexico       |       | KOAT  Hearst-Argyle Television, Inc.          |       |
| KOCO-TV  |       | 5           |       | Oklahoma City,  Oklahoma       |       | Ohio/Oklahoma  Hearst-Argyle Television, Inc. |       |
| KOCT(TV) |       | 6           |       | Carlsbad, New Mexico           |       | KOAT Hearst-Argyle  Television, Inc.          |       |
| KOFT-DT  |       | 8           |       | Farmington, New Mexico         |       | KOAT Hearst-Argyle  Television, Inc.          |       |
| KOVT(TV) |       | 10          |       | Silver City, New Mexico        |       | KOAT Hearst-Argyle  Television, Inc.          |       |
| KQCA(TV) |       | 58          |       | Stockton,  California          |       | Hearst-Argyle  Stations, Inc.                 |       |
| KSBW(TV) |       | 8           |       | Salinas,  California           |       | Hearst-Argyle  Stations, Inc.                 |       |
| WAPT(TV) |       | 16          |       | Jackson,  Mississippi          |       | WAPT  Hearst-Argyle Television, Inc.          |       |
| WBAL-TV  |       | 11          |       | Baltimore,  Maryland           |       | WBAL-TV  Hearst-Argyle Television, Inc.       |       |
| WCVB-TV  |       | 5           |       | Boston,  Massachusetts         |       | WCVB  Hearst-Argyle Television, Inc.          |       |
| WDSU(TV) |       | 6           |       | New Orleans,  Louisiana        |       | New Orleans  Hearst-Argyle Television, Inc.   |       |
| WESH(TV) |       | 2           |       | Daytona Beach,  Florida        |       | Orlando  Hearst-Argyle Television, Inc.       |       |
| WGAL(TV) |       | 8           |       | Lancaster,  Pennsylvania       |       | WGAL  Hearst-Argyle Television, Inc.          |       |
| WISN-TV  |       | 12          |       | Milwaukee,  Wisconsin          |       | WISN  Hearst-Argyle Television, Inc.          |       |
| WLKY-TV  |       | 32          |       | Louisville,  Kentucky          |       | WLKY  Hearst-Argyle Television, Inc.          |       |
| WLWT(TV) |       | 5           |       | Cincinnati, Ohio               |       | Ohio/Oklahoma  Hearst-Argyle Television, Inc. |       |
| WMOR-TV  |       | 32          |       | Lakeland,  Florida             |       | WMOR-TV Company                               |       |
| WMTW-TV  |       | 8           |       | Poland Spring,  Maine          |       | Hearst-Argyle  Properties, Inc.               |       |
| WMUR-TV  |       | 9           |       | Manchester, New  Hampshire     |       | Hearst-Argyle  Properties, Inc.               |       |
| WNNE-TV  |       | 31          |       | Hartford,  Vermont             |       | Hearst-Argyle  Stations, Inc.                 |       |
| WPBF(TV) |       | 25          |       | Tequesta,  Florida             |       | WPBF-TV Company                               |       |
| WPTZ(TV) |       | 5           |       | North Pole, New  York          |       | Hearst-Argyle  Stations, Inc.                 |       |
| WTAE-TV  |       | 4           |       | Pittsburgh,  Pennsylvania      |       | WTAE  Hearst-Argyle Television, Inc.          |       |
| WXII-TV  |       | 12          |       | Winston-Salem,  North Carolina |       | WXII Hearst-Argyle  Television, Inc.          |       |
| WYFF(TV) |       | 4           |       | Greenville,  South Carolina    |       | WYFF  Hearst-Argyle Television, Inc.          |       |

 

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APPENDIX C

 

THIS SCHEDULE HAS BEENREDACTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE SECFEBRUARY 27, 2006.  WE HAVE FILED THEREDACTED MATERIAL SEPARATELY WITH THE SEC.

 

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APPENDIX C-I

 

THIS SCHEDULE HAS BEENREDACTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE SECFEBRUARY 27, 2006.  WE HAVE FILED THEREDACTED MATERIAL SEPARATELY WITH THE SEC.

 

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APPENDIX D

 

**FCC RULES**

 

§ 76.64 Retransmission consent.

 

(a) After 12:01 a.m. on October 6, 1993, nomultichannel video programming distributor shall retransmit the signal of anycommercial broadcasting station without the express authority of theoriginating station, except as provided in paragraph (b) of this section.

 

(b) A commercial broadcast signal may be retransmittedwithout express authority of the originating station if—

 

(1) The distributor is a cable system and the signalis that of a commercial  television station (including a low-power televisionstation) that is being carried pursuant to the Commission’s must-carry rulesset forth in § 76.56;

 

(2) The multichannel video programming distributorobtains the signal of a superstation that is distributed by a satellite carrierand the originating station was a superstation on May 1, 1991, and thedistribution is made only to areas outside the local market of the originatingstation; or

 

(3) The distributor is a satellite carrier and thesignal is transmitted directly to a home satellite antenna, provided that:

 

(i) The broadcast station is not owned or operated by,or affiliated with, a broadcasting network and its signal was retransmitted bya satellite carrier on May 1, 1991, or

 

(ii) The broadcast station is owned or operated by, oraffiliated with a broadcasting network, and the household receiving the signalis an unserved household.

 

(c) For purposes of this section, the followingdefinitions apply:

 

(1) A satellite carrier is an entity that uses thefacilities of a satellite or satellite service licensed by the FederalCommunications Commission, to establish and operate a channel of communicationsfor point-to-multipoint distribution of television station signals, and thatowns or leases a capacity or service on a satellite in order to provide suchpoint-to-multipoint distribution, except to the extentthat such entity provides such distribution pursuant to tariff under theCommunications Act of 1934, other than for private home viewing;

 

(2) A superstation is a television broadcast stationother than a network station, licensed by the Federal Communications Commissionthat is secondarily transmitted by a satellite carrier;

 

(3) An unserved household with respect to a televisionnetwork is a household that

 

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(i) Cannot receive, through the use of a conventionaloutdoor rooftop receiving antenna, an over-the-air signal of grade B intensityof a primary network station affiliated with that network, and

 

(ii) Has not, within 90 days before the date on whichthat household subscribes, either initially or on renewal, received secondarytransmissions by a satellite carrier of a network station affiliated with thatnetwork, subscribed to a cable system that provides the signal of a primarynetwork station affiliated with the network.

 

(4) A primary network station is a network stationthat broadcasts or rebroadcasts the basic programming service of a particularnational network;

 

(5) The terms “network station,” and “secondarytransmission” have the meanings given them in 17 U.S.C. 111(f).

 

(d) A multichannel video program distributor is anentity such as, but not limited to, a cable operator, a BRS/EBS provider, adirect broadcast satellite service, a television receive-only satellite programdistributor, or a satellite master antenna television system operator, thatmakes available for purchase, by subscribers or customers, multiple channels ofvideo programming.

 

(e) The retransmission consent requirements of thissection are not applicable to broadcast signals received by master antennatelevision facilities or by direct over-the-air reception in conjunction withthe provision of service by a multichannel video program distributor providedthat the multichannel video program distributor makes reception of such signalsavailable without charge and at the subscribers option and provided furtherthat the antenna facility used for the reception of such signals is eitherowned by the subscriber or the building owner; or under the control andavailable for purchase by the subscriber or the building owner upon terminationof service.

 

(f) Commercial television stations are required tomake elections between retransmission consent and must-carry status accordingto the following schedule:

 

(1) The initial election must be made by June 17,1993.

 

(2) Subsequent elections must be made at three yearintervals; the second election must be made by October 1, 1996 and will takeeffect on January 1, 1997; the third election must bemade by October 1, 1999 and will take effect on January 1, 2000, etc.

 

(3) Television stations that fail to make an electionby the specified deadline will be deemed to have elected must carry status forthe relevant three-year period.

 

(4) New television stations and stations that returntheir analog spectrum allocation and broadcast in digital only shall make theirinitial election any time between 60 days prior to commencing broadcast and 30days after commencing broadcast or commencing

 

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broadcasting in digital only; such initial election shall take effect90 days after it is made.

 

(5) Television broadcast stations that become eligiblefor must carry status with respect to a cable system or systems due to a changein the market definition may, within 30 days of the effective date of the newdefinition, elect must-carry status with respect to such system or systems.Such elections shall take effect 90 days after they are made.

 

(g) If one or more franchise areas served by a cablesystem overlaps with one or more franchise areas served by another cablesystem, television broadcast stations are required to make the same electionfor both cable systems.

 

(h) On or before each must-carry/retransmissionconsent election deadline, each television broadcast station shall place copiesof all of its election statements in the station’spublic file, and shall send via certified mail to each cable system in thestation’s defined market a copy of the station’s election statement withrespect to that operator.

 

(i) Notwithstanding a television station’s election ofmust-carry status, if a cable operator proposes to retransmit that station’ssignal without according the station must-carry rights (i.e., pursuant to §76.56(e)), the operator must obtain the station’s express authority prior toretransmitting its signal.

 

(j) Retransmission consent agreements between abroadcast station and a multichannel video programming distributor shall be inwriting and shall specify the extent of the consent being granted, whether forthe entire signal or any portion of the signal. This rule applies for eitherthe analog or the digital signal of a television station.

 

(k) A cable system commencing new operation isrequired to notify all local commercial and noncommercial broadcast stations ofits intent to commence service. The cable operator must send such notification,by certified mail, at least 60 days prior to commencing cable service.Commercial broadcast stations must notify the cable system within 30 days ofthe receipt of such notice of their election for either must-carry orretransmission consent with respect to such new cable system. If the commercialbroadcast station elects must-carry, it must also indicate its channel positionin its election statement to the cable system. Suchelection shall remain valid for the remainder of any three-year electioninterval, as established in § 76.64(f)(2). Noncommercial educational broadcaststations should notify the cable operator of their request for carriage andtheir channel position. The new cable system must notify each station if itssignal quality does not meet the standards for carriage and if any copyrightliability would be incurred for the carriage of such signal. Pursuant to§ 76.57(e), a commercial broadcast station which fails to respond to sucha notice shall be deemed to be a must-carry station for the remainder of thecurrent three-year election period.

 

(l) Exclusive retransmission consent agreements areprohibited. No television broadcast station shall make or negotiate anyagreement with one multichannel video programming distributor for carriage tothe exclusion of other multichannel video programming distributors. Thisparagraph shall terminate at midnight on December 31, 2009.

 

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(m) A multichannel video programming distributorproviding an all-band FM radio broadcast service (a service that does notinvolve the individual processing of specific broadcast signals) shall obtainretransmission consents from all FM radio broadcast stations that are includedon the service that have transmitters located within 92 kilometers (57 miles)of the receiving antenna for such service. Stations outside of this 92kilometer (57 miles) radius shall be presumed not tobe carried in an all-band reception mode but may affirmatively assertretransmission consent rights by providing 30 days advance notice to thedistributor.

 

Note 1 to § 76.64: Section 76.1608 provides notification requirementsfor a cable system that changes its technical configuration in such a way as tointegrate two formerly separate cable systems.

 

[58 FR 17363, April 2, 1993; 58 FR 53429, Oct. 15,1993; 59 FR 62345, Dec. 5, 1994; 65 FR 15575, March 23, 2000; 65 FR 53615,Sept. 5, 2000; 66 FR 16553, March 26, 2001; 66 FR 48981, Sept. 25, 2001; 67 FR17015, April 9, 2002; 69 FR 72045, Dec. 10, 2004; 70 FR 40224, July 13, 2005]

 

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§ 76.65 Good faith and exclusive retransmission consent complaints.

 

(a) Duty to negotiate in good faith. Televisionbroadcast stations and multichannel video programming distributors shallnegotiate in good faith the terms and conditions of retransmission consentagreements to fulfill the duties established by section 325(b)(3)(C) of theAct; provided, however, that it shall not be a failure to negotiate in goodfaith if:

 

(1) The television broadcast station proposes orenters into retransmission consent agreements containing different terms andconditions, including price terms, with differentmultichannel video programming distributors if such different terms andconditions are based on competitive marketplace considerations; or

 

(2) The multichannel video programming distributorenters into retransmission consent agreements containing different terms andconditions, including price terms, with different broadcast stations if suchdifferent terms and conditions are based on competitive marketplaceconsiderations. If a television broadcast station or multichannel videoprogramming distributor negotiates in accordance with the rules and proceduresset forth in this section, failure to reach an agreement is not an indicationof a failure to negotiate in good faith.

 

(b) Good faith negotiation.

 

(1) Standards. The following actions or practicesviolate a broadcast television station’s or multichannel video programmingdistributor’s (the “Negotiating Entity”) duty to negotiate retransmission consentagreements in good faith:

 

(i) Refusal by a Negotiating Entity to negotiateretransmission consent;

 

(ii) Refusal by a Negotiating Entity to designate arepresentative with authority to make binding representations on retransmissionconsent;

 

(iii) Refusal by a Negotiating Entity to meet andnegotiate retransmission consent at reasonable times and locations, or actingin a manner that unreasonably delays retransmissionconsent negotiations;

 

(iv) Refusal by a Negotiating Entity to put forth morethan a single, unilateral proposal;

 

(v) Failure of a Negotiating Entity to respond to aretransmission consent proposal of the other party, including the reasons forthe rejection of any such proposal;

 

(vi) Execution by a Negotiating Entity of an agreementwith any party, a term or condition of which, requires that such NegotiatingEntity not enter into a retransmission consent agreement with any othertelevision broadcast station or multichannel video programming distributor; and

 

(vii) Refusal by a Negotiating Entity to execute awritten retransmission

 

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consent agreement that sets forth the full understanding of thetelevision broadcast station and the multichannel video programmingdistributor.

 

(2) Totality of the circumstances. In addition to thestandards set forth in § 76.65(b)(1), a Negotiating Entity may demonstrate,based on the totality of the circumstances of a particular retransmissionconsent negotiation, that a television broadcast station or multichannel videoprogramming distributor breached its duty to negotiate in good faith as setforth in § 76.65(a).

 

(c) Good faith negotiation and exclusivity complaints.Any television broadcast station or multichannel video programming distributoraggrieved by conduct that it believes constitutes aviolation of the regulations set forth in this section or § 76.64(l) maycommence an adjudicatory proceeding at the Commission to obtain enforcement ofthe rules through the filing of a complaint. The complaint shall be filed andresponded to in accordance with the procedures specified in § 76.7.

 

(d) Burden of proof. In any complaint proceedingbrought under this section, the burden of proof as to the existence of aviolation shall be on the complainant.

 

(e) Time limit on filing of complaints. Any complaint filedpursuant to this subsection must be filed within one year of the date on whichone of the following events occurs:

 

(1) A complainant enters into a retransmission consentagreement with a television broadcast station or multichannel video programmingdistributor that the complainant alleges to violate one or more of the rulescontained in this subpart; or

 

(2) A television broadcast station or multichannelvideo programming distributor engages in retransmission consent negotiationswith a complainant that the complainant alleges to violate one or more of therules contained in this subpart, and such negotiation is unrelated to anyexisting contract between the complainant and the television broadcast stationor multichannel video programming distributor; or

 

(3) The complainant has notified the televisionbroadcast station or multichannel video programming distributor that it intendsto file a complaint with the Commission based on a request to negotiateretransmission consent that has been denied, unreasonably delayed, orunacknowledged in violation of one or more of the rules contained in thissubpart.

 

(f) Termination of rules. This section shall terminateat midnight on December 31, 2009.

 

[65 FR 15575, March 23, 2000; 68 FR 52127, Sept. 2,2003; 70 FR 40224, July 13, 2005]

 

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§ 76.66 Satellite broadcast signal carriage.

 

(a) Definitions—

 

(1) Satellite carrier. A satellite carrier is anentity that uses the facilities of a satellite or satellite service licensed bythe Federal Communications Commission, and operates in the Fixed-SatelliteService under part 25 of title 47 of the Code of Federal Regulations or theDirect Broadcast Satellite Service under part 100 oftitle 47 of the Code of Federal Regulations, to establish and operate achannel of communications for point-to-multipointdistribution of television station signals, and that owns or leases a capacityor a service on a satellite in order to provide such point-to-multipointdistribution, except to the extent that such entity provides such distributionpursuant to tariff under the Communications Act of 1934, other than for privatehome viewing.

 

(2) Secondary transmission. A secondary transmissionis the further transmitting of a primary transmission simultaneously with theprimary transmission.

 

(3) Subscriber. A subscriber is a person who receivesa secondary transmission service from a satellite carrier and pays a fee forthe service, directly or indirectly, to the satellite carrier or to adistributor.

 

(4) Television broadcast station. A televisionbroadcast station is an over-the-air commercial or noncommercial televisionbroadcast station licensed by the Commission under subpart E of part 73 oftitle 47, Code of Federal Regulations, except that such term does not include alow-power or translator television station.

 

(5) Television network. For purposes of this section,a television network is an entity which offers an interconnected programservice on a regular basis for 15 or more hours per week to at least 25affiliated broadcast stations in 10 or more States.

 

(6) Local-into-local television service. A satellitecarrier is providing local-into-local service when it retransmits a localtelevision station signal back into the local market of that television stationfor reception by subscribers.

 

(b) Signal carriage obligations.

 

(1) Each satellite carrier providing, under section 122 of title 17, United States Code,secondary transmissions to subscribers located within the local market of atelevision broadcast station of a primary transmission made by that station,shall carry upon request the signals of all television broadcast stationslocated within that local market, subject to section 325(b) of title 47, UnitedStates Code, and other paragraphs in this section.

 

(2) A satellite carrier that offers multichannel videoprogramming distribution service in the United States to more than 5,000,000subscribers shall, no later than December 8, 2005, carry upon request thesignal originating as an analog signal of each television broadcast stationthat is located in a local market in Alaska or Hawaii; and shall, no later thanJune 8, 2007,

 

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carry upon request the signals originating as digital signals of eachtelevision broadcast station that is located in a local market in Alaska orHawaii. Such satellite carrier is not required to carry the signal originatingas analog after commencing carriage of digital signals on June 8, 2007.Carriage of signals originating as digital signals ofeach television broadcast station that is located in a local market in Alaskaor Hawaii shall include the entire free over-the-air signal, includingmulticast and high definition digital signals.

 

(c) Election cycle. In television markets where asatellite carrier is providing local-into-local service, a commercialtelevision broadcast station may elect either retransmission consent, pursuant to section 325 of title 47 United States Code, ormandatory carriage, pursuant to section 338, title 47 United States Code.

 

(1) The first retransmission consent-mandatory carriageelection cycle shall be for a four-year period commencing on January 1, 2002and ending December 31, 2005.

 

(2) The second retransmission consent-mandatorycarriage election cycle, and all cycles thereafter, shall be for a period ofthree years (e.g. the second election cycle commences on January 1, 2006 andends at midnight on December 31, 2008).

 

(3) A commercial television station must notify asatellite carrier, by July 1, 2001, of its retransmission consent-mandatorycarriage election for the first election cycle commencing January 1, 2002.

 

(4) Except as provided in paragraphs (c)(6), (d)(2)and (d)(3) of this section, local commercial television broadcast stationsshall make their retransmission consent-mandatorycarriage election by October 1st of the year preceding the new cycle for allelection cycles after the first election cycle.

 

(5) A noncommercial television station must requestcarriage by July 1, 2001 for the first election cycle and must renew itscarriage request at the same time a commercial television station must make itsretransmission consent-mandatory carriage election for all subsequent cycles.

 

(6) A commercial television broadcast station locatedin a local market in Alaska or Hawaii shall make its retransmissionconsent-mandatory carriage election by October 1, 2005, for carriage of itssignal that originates as an analog signal for carriage commencing on December8, 2005, and by April 1, 2007, for its signal that originates as a digitalsignal for carriage commencing on June 8, 2007 and ending on December 31, 2008.For analog and digital signal carriage cycles commencing after December 31,2008, such stations shall follow the election cycle in paragraphs (c)(2) and(4). A noncommercial television broadcast station located in a local market inAlaska or Hawaii must request carriage by October 1, 2005, for carriage of itssignal that originates as an analog signal for carriage commencing on December8, 2005, and by April 1, 2007, for its signal that originates as a digital signalfor carriage commencing on June 8, 2007 and ending on December 31, 2008.

 

(d) Carriage procedures—

 

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(1) Carriage requests.

 

(i) An election for mandatory carriage made by atelevision broadcast station shall be treated as a request for carriage. For purposesof this paragraph concerning carriage procedures, the term election requestincludes an election of retransmission consent or mandatory carriage.

 

(ii) An election request made by a television stationmust be in writing and sent to the satellite carrier’s principal place ofbusiness, by certified mail, return receipt requested.

 

(iii) A television station’s written notificationshall include the:

 

(A) Station’s call sign;

 

(B) Name of the appropriate station contact person;

 

(C) Station’s address for purposes of receivingofficial correspondence;

 

(D) Station’s community of license;

 

(E) Station’s DMA assignment; and

 

(F) For commercial television stations, its electionof mandatory carriage or retransmission consent.

 

(iv) Within 30 days of receiving a television station’scarriage request, a satellite carrier shall notify in writing:

 

(A) Those local television stations it will not carry,along with the reasons for such a decision; and

 

(B) Those local television stations it intends tocarry.

 

(v) A satellite carrier is not required to carry atelevision station, for the duration of the election cycle, if the stationfails to assert its carriage rights by the deadlines established in thissection.

 

(2) New local-into-local service.

 

(i) A new satellite carrier or a satellite carrierproviding local service in a market for the first time after July 1, 2001,shall inform each television broadcast station licensee within any local marketin which a satellite carrier proposes to commence carriage of signals ofstations from that market, not later than 60 days prior to the commencement ofsuch carriage

 

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(A) Of the carrier’s intention to launchlocal-into-local service under this section in a local market, the identity ofthat local market, and the location of the carrier’s proposed local receivefacility for that local market;

 

(B) Of the right of such licensee to elect carriageunder this section or grant retransmission consent undersection 325(b);

 

(C) That suchlicensee has 30 days from the date of the receipt of such notice to make suchelection; and

 

(D) That failureto make such election will result in the loss of the right to demand carriageunder this section for the remainder of the 3-year cycle of carriage undersection 325.

 

(ii) Satellitecarriers shall transmit the notices required by paragraph (d)(2)(i) of thissection via certified mail to the address for such television station licenseelisted in the consolidated database system maintained by the Commission.

 

(iii) A satellitecarrier with more than five million subscribers shall provide the notice asrequired by paragraphs (d)(2)(i) and (ii) of this section to each televisionbroadcast station located in a local market in Alaska or Hawaii, not later thanMarch 1, 2007 with respect to carriage of digital signals; provided, further,that the notice shall also describe the carriage requirements pursuant to 47U.S.C. 338(a)(4), and paragraph (b)(2) of this section.

 

(iv) A satellite carrier shall commence carriage of alocal station by the later of 90 days from receipt of an election of mandatorycarriage or upon commencing local-into-local service in the new televisionmarket.

 

(v) Within 30 days of receiving a local televisionstation’s election of mandatory carriage in a new television market, asatellite carrier shall notify in writing: Those local television stations itwill not carry, along with the reasons for such decision, and those localtelevision stations it intends to carry.

 

(3) New television stations.

 

(i) A television station providing over-the-airservice in a market for the first time on or after July 1, 2001, shall beconsidered a new television station for satellite carriage purposes.

 

(ii) A new television station shall make its electionrequest, in writing, sent to the satellite carrier’s principal place ofbusiness by certified mail, return receipt requested, between 60 days prior tocommencing broadcasting and 30 days after commencing broadcasting. This writtennotification shall include the information required by paragraph (d)(1)(iii) ofthis section.

 

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(iii) A satellite carrier shall commence carriagewithin 90 days of receiving the request for carriage from the televisionbroadcast station or whenever the new television station provides over-the-airservice.

 

(iv) Within 30 days of receiving a new televisionstation’s election of mandatory carriage, a satellite carrier shall notify thestation in writing that it will not carry the station, along with the reasonsfor such decision, or that it intends to carry the station.

 

(4) Television broadcast stations must send electionrequests as provided in paragraphs (d)(1), (2), and (3) of this section on orbefore the relevant deadline.

 

(5) Elections in Markets in which Significantly ViewedSignals are Carried.

 

(i) Beginning with the election cycle described in §76.66(c)(2), the retransmission of significantlyviewed signals pursuant to § 76.54 by a satellite carrier that provideslocal-into-local service is subject to providing the notifications to stationsin the market pursuant to paragraphs (d)(5)(i)(A) and (B) of this section,unless the satellite carrier was retransmitting such signals as of the datethese notifications were due.

 

(A) In any local market in which a satellite carrierprovided local-into-local service on December 8, 2004, at least 60 days priorto any date on which a station must make an election under paragraph (c) ofthis section, identify each affiliate of the same television network that thecarrier reserves the right to retransmit into that station’s local marketduring the next election cycle and the communities into which the satellitecarrier reserves the right to make such retransmissions;

 

(B) In any local market in which a satellite carriercommences local-into-local service after December 8, 2004, at least 60 daysprior to the commencement of service in that market, and thereafter at least 60days prior to any date on which the station must thereafter make an electionunder § 76.66(c) or (d)(2), identify each affiliate of the same television networkthat the carrier reserves the right to retransmit into that station’s localmarket during the next election cycle.

 

(ii) A television broadcast station located in amarket in which a satellite carrier provideslocal-into-local television service may elect either retransmission consent ormandatory carriage for each county within the station’s local market if thesatellite carrier provided notice to the station, pursuant to paragraph(d)(5)(i) of this section, that it intends to carry during the next electioncycle, or has been carrying on the date notification was due, in the station’slocal market another affiliate of the same network as a significantly viewedsignal pursuant to § 76.54.

 

(iii) A television broadcast station that electsmandatory carriage for one or more counties in its market and electsretransmission consent for one or more other counties in its market pursuant toparagraph (d)(5)(ii) of this section shall conduct a unified negotiation forthe entire portion of its local market for which retransmission consent iselected.

 

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(iv) A television broadcast station that receives anotification from a satellite carrier pursuant to paragraph (d)(5)(i) of thissection with respect to an upcoming election cycle may choose eitherretransmission consent or mandatory carriage for any portion of the 3-yearelection cycle that is not covered by an existing retransmission consentagreement.

 

(e) Market definitions.

 

(1) A local market, in the case of both commercial andnoncommercial television broadcast stations, is the designated market area inwhich a station is

located, and

 

(i) In the case of a commercial television broadcaststation, all commercial television broadcast stations licensed to a communitywithin the same designated market area within the same local market; and

 

(ii) In the case of a noncommercial educationaltelevision broadcast station, the market includes any station that is licensedto a community within the same designated market area as the noncommercialeducational television broadcast station.

 

(2) A designated market area is the market area, asdetermined by Nielsen Media Research and published in the 1999-2000 NielsenStation Index Directory and Nielsen Station Index United States TelevisionHousehold Estimates or any successor publication. In the case of areas outsideof any designated market area, any census area, borough, or other area in theState of Alaska that is outside of a designated market area, as determined byNielsen Media Research, shall be deemed to be part of one of the local marketsin the State of Alaska.

 

(3) A satellite carrier shall use the 1999-2000Nielsen Station Index Directory and Nielsen Station Index United StatesTelevision Household Estimates to define television markets for the firstretransmission consent-mandatory carriage election cycle commencing on January1, 2002 and ending on December 31, 2005. The 2003-2004 Nielsen Station IndexDirectory and Nielsen Station Index United StatesTelevision Household Estimates shall be used for the second retransmissionconsent-mandatory carriage election cycle commencing January 1, 2006 and endingDecember 31, 2008, and so forth for each triennial election pursuant to thissection. Provided, however, that a county deleted from a market by Nielsen neednot be subtracted from a market in which a satellite carrier provideslocal-into-local service, if that county is assigned to that market in the1999-2000 Nielsen Station Index Directory or any subsequent issue of thatpublication. A satellite carrier may determine which local market in the Stateof Alaska will be deemed to be the relevant local market in connection witheach subscriber in an area in the State of Alaska that is outside of adesignated market, as described in paragraph (e)(2) of this section.

 

(4) A local market includes all counties to whichstations assigned to that market are licensed.

 

(f) Receive facilities.

 

(1) A local receive facility is the reception point ineach local market which a

 

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satellite carrier designates for delivery of the signal of the stationfor purposes of retransmission.

 

(2) A satellite carrier may establish another receivefacility to serve a market if the location of such a facility is acceptable toat least one-half the stations with carriage rights inthat market.

 

(3) Except as provided in 76.66(d)(2), a satellitecarrier providing local-into-local service must notify local televisionstations of the location of the receive facility by June 1, 2001 for the firstelection cycle and at least 120 days prior to the commencement of all electioncycles thereafter.

 

(4) A satellite carrier may relocate its local receivefacility at the commencement of each election cycle. A satellite carrier isalso permitted to relocate its local receive facility during the course of anelection cycle, if it bears the signal delivery costs of the televisionstations affected by such a move. A satellite carrier relocating its localreceive facility must provide 60 days notice to all local television stationscarried in the affected television market.

 

(g) Good quality signal.

 

(1) A television station asserting its right tocarriage shall be required to bear the costs associated with delivering a goodquality signal to the designated local receive facility of the satellitecarrier or to another facility that is acceptable to at least one-half thestations asserting the right to carriage in the local market.

 

(2) To be considered a good quality signal forsatellite carriage purposes, a television station shall deliver to the localreceive facility of a satellite carrier either asignal level of -45dBm for UHF signals or -49dBm for VHF signals at the inputterminals of the signal processing equipment.

 

(3) A satellite carrier is not required to carry atelevision station that does not agree to be responsible for the costs ofdelivering a good quality signal to the receive facility.

 

(h) Duplicating signals.

 

(1) A satellite carrier shall not be required to carryupon request the signal of any local television broadcast station thatsubstantially duplicates the signal of another local television broadcaststation which is secondarily transmitted by the satellite carrier within thesame local market, or the signals of more than one local commercial televisionbroadcast station in a single local market that is affiliated with a particulartelevision network unless such stations are licensed to communities indifferent States.

 

(2) A satellite carrier may select which duplicatingsignal in a market it shall carry.

 

(3) A satellite carrier may select which networkaffiliate in a market it shall carry.

 

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(4) A satellite carrier is permitted to drop a localtelevision station whenever that station meets the substantial duplicationcriteria set forth in this paragraph. A satellite carrier must add a televisionstation to its channel line-up if such station nolonger duplicates the programming of another local television station.

 

(5) A satellite carrier shall provide notice to itssubscribers, and to the affected television station, whenever it adds ordeletes a station’s signal in a particular local market pursuant to thisparagraph.

 

(6) A commercial television station substantiallyduplicates the programming of another commercial television station if itsimultaneously broadcasts the identical programming of another station for morethan 50 percent of the broadcast week.

 

(7) A noncommercial television station substantiallyduplicates the programming of another noncommercial station if itsimultaneously broadcasts the same programming as another noncommercial stationfor more than 50 percent of prime time, as defined by § 76.5(n), and more than50 percent outside of prime time over a three month period, Provided, however,that after three noncommercial television stations are carried, the test ofduplication shall be whether more than 50 percent of prime time programming andmore than 50 percent outside of prime time programming is duplicative on anon-simultaneous basis.

 

(i) Channel positioning.

 

(1) No satellite carrier shall be required to providethe signal of a local television broadcast station to subscribers in thatstation’s local market on any particular channelnumber or to provide the signals in any particular order, except that thesatellite carrier shall retransmit the signal of the local television broadcaststations to subscribers in the stations’ local market on contiguous channels.

 

(2) The television stations subject to this paragraphinclude those carried under retransmission consent.

 

(3) All local television stations carried undermandatory carriage in a particular television market must be offered tosubscribers at rates comparable to local television stations carried underretransmission consent in that same market.

 

(4) Within a market, no satellite carrier shallprovide local-into-local service in a manner that requires subscribers toobtain additional equipment at their own expense or for an additional carriercharge in order to obtain one or more local television broadcast signals ifsuch equipment is not required for the receipt of other local televisionbroadcast signals.

 

(5) All television stations carried under mandatorycarriage, in a particular market, shall be presented to subscribers in the samemanner as television stations that elected retransmission consent, in that samemarket, on any navigational device, on-screen program guide, or menu providedby the satellite carrier.

 

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(j) Manner of carriage.

 

(1) Each television station carried by a satellitecarrier, pursuant to this section, shall include in its entirety the primary video,accompanying audio, and closed captioning data contained in line 21 of thevertical blanking interval and, to the extent technically feasible,program-related material carried in the vertical blanking interval or onsubcarriers. For noncommercial educational television stations, a satellitecarrier must also carry any program-related material that may be necessary forreceipt of programming by persons with disabilities or for educational orlanguage purposes. Secondary audio programming must also be carried. Whereappropriate and feasible, satellite carriers may delete signal enhancements,such as ghost-canceling, from the broadcast signal and employ such enhancementsat the local receive facility.

 

(2) A satellite carrier, at its discretion, may carry anyancillary service transmission on the vertical blanking interval or the auralbaseband of any television broadcast signal, including, but not limited to,multichannel television sound and teletext.

 

(k) Material degradation. Each local television stationwhose signal is carried under mandatory carriage shall, to the extenttechnically feasible and consistent with good engineering practice, be providedwith the same quality of signal processing provided totelevision stations electing retransmission consent. A satellite carrier ispermitted to use reasonable digital compression techniques in the carriage oflocal television stations.

 

(l) Compensation for carriage.

 

(1) A satellite carrier shall not accept or requestmonetary payment or other valuable consideration in exchange either forcarriage of local television broadcast stations in fulfillment of the mandatorycarriage requirements of this section or for channel positioning rightsprovided to such stations under this section, except that any such station maybe required to bear the costs associated with delivering a good quality signalto the receive facility of the satellite carrier.

 

(2) A satellite carrier may accept payments from astation pursuant to a retransmission consent agreement.

 

(m) Remedies.

 

(1) Whenever a local television broadcast stationbelieves that a satellite carrier has failed to meet its obligations under thissection, such station shall notify the carrier, in writing, of the allegedfailure and identify its reasons for believing that the satellite carrierfailed to comply with such obligations.

 

(2) The satellite carrier shall, within 30 days aftersuch written notification, respond in writing to suchnotification and comply with such obligations or state its reasons for believingthat it is in compliance with such obligations.

 

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(3) A local television broadcast station that disputesa response by a satellite carrier that it is in compliance with suchobligations may obtain review of such denial or response by filing a complaintwith the Commission, in accordance with § 76.7 oftitle 47, Code of Federal Regulations. Such complaint shall allege the mannerin which such satellite carrier has failed to meet its obligations and thebasis for such allegations.

 

(4) The satellite carrier against which a complaint isfiled is permitted to present data and arguments to establish that there hasbeen no failure to meet its obligations under this section.

 

(5) The Commission shall determine whether thesatellite carrier has met its obligations under this section. If the Commissiondetermines that the satellite carrier has failed to meet such obligations, theCommission shall order the satellite carrier to take appropriate remedialaction. If the Commission determines that the satellite carrier has fully metthe requirements of this section, it shall dismiss the complaint.

 

(6) The Commission will not accept any complaint filedlater than 60 days after a satellite carrier, either implicitly or explicitly,denies a television station’s carriage request.

 

[66 FR 7430, Jan. 23, 2001; 66 FR 34581, 34582, June29, 2001; 66 FR 49135, Sept. 26, 2001; 70 FR 21670, April 27, 2005; 70 FR48295, Aug. 17, 2005; 70 FR 51668, Aug. 31, 2005; 70 FR 53079, Sept. 7, 2005]

 

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APPENDIX E

 

**MVPDS FOR WHICH GRANTS OFRETRANSMISSION CONSENT THROUGH DECEMBER 31, 2005 SHALL BE GOVERNED BY THE 2000AGREEMENT**

 

THIS SCHEDULE HAS BEENREDACTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE SECFEBRUARY 27, 2006.  WE HAVE FILED THEREDACTED MATERIAL SEPARATELY WITH THE SEC.

 

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APPENDIX F

 

**SAMPLE LIFETIME SUBSCRIBER COUNT**

**AND PAYMENT LANGUAGE**

 

THIS SCHEDULE HAS BEENREDACTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE SECFEBRUARY 27, 2006.  WE HAVE FILED THEREDACTED MATERIAL SEPARATELY WITH THE SEC.

 

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APPENDIX G

 

**SAMPLE DISCLOSURE LANGUAGE**

 

THIS SCHEDULEHAS BEEN REDACTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TOTHE SEC FEBRUARY 27, 2006.  WE HAVE FILEDTHE REDACTED MATERIAL SEPARATELY WITH THE SEC.

 

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