Exhibit 10.18


 


	
   

  	
  30 Rockefeller Plaza

  	
   

  	
  A Division of

  
	
   

  	
  New York, NY 10112

  	
   

  	
  National Broadcasting

  
	
   

  	
  212-664-4444

  	
   

  	
  Company, Inc.

  



 


 


As of January 1, 2003


 


Corporation for General Trade


2633 West State Boulevard


Ft. Wayne, Indiana 46808


(“Licensee”)


 


RE:     WKJG (Ft. Wayne, Indiana)


 


Ladies and Gentlemen:


 


The following shall comprise the agreement among us for the affiliation
of the television broadcasting station WKJG (Ft. Wayne, Indiana) (together with
Licensee, “Station”) with the NBC Television Network (“NBC”) and
shall supersede and replace all prior agreements between Station and NBC (which
agreements are hereby terminated and of no further force or effect) except (w)
for the most recent amendment to such prior agreement with respect to network
non-duplication protection under Federal Communications Commission (“FCC”)
Rules Section 76.92 (the “Non-Duplication Amendment”), (x) for the NBC
Promotion Swap Program, (y) for the Inventory Management Plan (as defined in
Section 6 below), and (z) that any indemnities provided for in such prior
agreements, as well as any liabilities outstanding thereunder as of the date of
this Agreement, shall survive.


 


1.             Term. This Agreement shall
become effective as of 3:00 A.M., New York City time on January 1, 2003. Unless
sooner terminated as provided hereunder, this Agreement shall remain in effect
until 2:59 A.M., New York City time on January 1, 2011.


 


2.             Programming.


 


(a)           NBC commits to supply programming for free over-the-air
television broadcasting by Station during the hours set forth on Schedule I
hereto (the “Programmed Time Periods”). Station agrees that, subject
only to Section 3 below, Station shall clear and broadcast all programming
supplied to Station hereunder for broadcast in the Programmed Time Periods on
the dates and at the times the programs are scheduled by NBC.


 


(b)           In addition to programming supplied pursuant to Section
2(a) above, NBC shall offer Station a variety of sports programming (“NBC
Sports Programming”) and special events programming for television
broadcast at times other than Programmed Time Periods. For a period of
seventy-two (72) hours following NBC’s offer, Station shall have the right of
first refusal with respect to such programming as against any other television
station located in Station’s community of license or any television program
transmission service furnishing a television signal to Station’s community of
license. Station shall confirm its clearance of such programming to NBC within
the 72-hour period via the internet site currently known as


 


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“Affiliate Partnership Tool” (“APT”)
or such other means as NBC may designate. Station’s confirmation of clearance
shall constitute Station’s agreement to broadcast such programming in accordance
with the terms of such offer and this Agreement.


 


(c)           All programming furnished to Station pursuant to this
Agreement shall be referred to herein as “NBC Programming”, and any one
program of NBC Programming shall be referred to as an “NBC Program”. The
selection, scheduling, substitution and withdrawal of any NBC Program or other
portion of NBC Programming shall at all times remain within the sole discretion
and control of NBC. Station acknowledges that local and network programming
needs may change during the term of this Agreement, and that NBC may add to,
subtract from or otherwise modify the Programmed Time Periods from time to time
on at least 90 days’ prior written notice to Station. In the event that NBC
increases the number of hours contained within the Programmed Time Periods,
Station shall have the right to reject any programming during such additional
hours. Nothing herein shall prevent or hinder NBC from (i) substituting one or
more sponsored or sustaining programs (i.e., programs which do not include
local availabilities) or (ii) canceling one or more NBC Programs; provided, that NBC shall exercise reasonable efforts to give
Station at least three (3) weeks prior notice thereof.


 


3.             Preemptions.


 


(a)           Station acknowledges that NBC will make a substantial
investment in network programming during the term of this Agreement in order to
provide Station with network-quality news, public affairs, entertainment,
sports, children’s and other programming. In view of such investment, and after
considering the amount of broadcast time available to Station outside of the
Programmed Time Periods, Station further acknowledges and confirms that it does
not presently foresee any need to substitute programming of any kind for NBC
Programming, except under those circumstances requiring live coverage of
breaking local news events.


 


(b)           Except as set forth in the immediately following sentence,
in the event Station preempts or otherwise fails to broadcast any NBC
Programming (including, without limitation, NBC Sports Programming) on the
dates and at the times such Programming is scheduled by NBC, then without
limiting any other rights or remedies of NBC under this Agreement or otherwise,
Station shall pay to NBC an amount equivalent to NBC’s loss of gross advertising
revenues attributable to Station’s failure to broadcast such program in Station’s
market.  Station shall have no obligation
to reimburse NBC for lost advertising revenues if (w) such failure to broadcast
NBC Programming is a direct result of (i) Station’s live coverage of breaking
local or national news events (excluding the addition of scheduled local news
programs as a part of Station’s continuing program schedule) or (ii) an event
of force majeure as provided in Section 11 of this agreement; (x) if Station
reasonably believes that such programming is unsatisfactory, unsuitable, or
otherwise contrary to the public interest; (y) in the case of a preemption of
NBC Prime Time Programming, Station has not preempted more than 20 hours of NBC
Prime Time Programming during such Broadcast Year; or (z) in the case of a
preemption of NBC Sports Programming, Station has not preempted more than 20
hours of NBC Sports Programming during such Broadcast Year (the “Sports Basket”).


 


(c)           Station’s determination under clause (x) of subsection (b)
above shall be based upon a substantial difference between the relevant program’s
style and content and the style and


 


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content
of other NBC Programs previously broadcast by Station. In addition, no Station
shall preempt or otherwise fail to broadcast any NBC Programming under clause
(x) of subsection (b) above as a result of commercial motivation; that is,
programming shall not be deemed to be unsatisfactory, unsuitable or contrary to
the public interest based on performance, ratings, or the availability of
alternative programming which Station believes to be more profitable or more
attractive.


 


(d)           In the event Station preempts or otherwise fails to
broadcast any NBC Programming or notifies NBC of its intention to do so, NBC
may elect to offer Station an alternative time period for broadcast of the
omitted NBC Program (including the commercial announcements contained therein,
and any replacements thereof). If Station fails to agree to such alternative
broadcast, then in addition to all other remedies available to it, NBC shall
have the right to license the broadcast rights to the omitted NBC Program to
any other distribution outlet for distribution in Station’s community of
license.


 


(e)           In the event Station fails to pay to NBC any amounts
required to be paid by it pursuant to this Section 3, and such failure remains
uncured after 90 days’ written notice from NBC, then in addition to all other
remedies available to it, NBC shall have the option, exercisable in its sole
discretion upon 90 days’ notice to the breaching Station to (i) terminate that
Station’s right to broadcast any one or more series or other NBC Programs, and
to the extent and for the periods that NBC so elects, license the broadcast
rights to such series or other NBC Program(s) to any other distribution outlet
for distribution in that Station’s community of license or (ii) terminate this
Agreement with respect to Station.


 


(f)            Notwithstanding the foregoing, (i) immediately upon the
expiration of Station’s agreement to broadcast “Live with Regis and Kelly” at
9:00 a.m., Monday-Friday, Station shall broadcast the third hour of “Today” at
such time, (ii) for so long as Station broadcasts locally-produced programming
on Saturday mornings, Station shall broadcast 2.5 hours of NBC Network
programming on Saturday mornings and at such time as Station no longer
broadcasts locally-produced programming on Saturday mornings, Station shall
broadest 3 hours of NBC Network programming on Saturday mornings, (iii) Station
shall broadcast at least one hour of NBC “All Night” programming each day from
Monday-Saturday and shall use commercially reasonable efforts to broadcast two
hours of such programming and (iv) Station shall have the right to broadcast
NBC Network daytime programming from Noon-2:00 p.m. from Monday-Friday instead
of in the regularly scheduled time periods.


 


4.             Payments.


 


(a)           NBC Payments. 
In consideration of Station entering into this Agreement and the Station’s
performance of its obligations hereunder, NBC shall pay Station the amounts set
forth on Schedule II attached hereto (the “NBC Payments”), subject to
adjustment pursuant to this Agreement. The NBC Payments shall be due and
payable on a bi-annual basis on or about June 15 and December 15 of each year
during the term of this Agreement. NBC and Station hereby acknowledge that the
NBC Payments as set forth on Schedule II have been adjusted to reflect
deductions for Station’s payment obligations pursuant to Sections 4(c)(i), (ii)
and (iii) below, as known on the date hereof, throughout the term of this
Agreement, and that to the extent such


 


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payment
obligations increase during the term, the NBC Payments will be decreased accordingly
by the amount of such increase.


 


(b)           Station Payments. 
In consideration of NBC entering into this Agreement, and
notwithstanding termination of this Agreement, Station shall pay NBC the
amounts set forth on Schedule III attached hereto (the “Station Payments”),
payable annually in advance not later than January 15 of the year corresponding
to such amount on Schedule III, by electronic transfer or such other means as
NBC shall determine.


 


(c)           Other Payments to NBC.  In connection with Station’s affiliation with
NBC, Station agrees that Station shall pay NBC (or an entity controlling,
controlled by or under common control with NBC, as appropriate):


 


(i)            All
amounts owed by Station pursuant to Station’s NBC News Channel Participation
Agreement;


 


(ii)           All
amounts owed by Station pursuant to the Distribution Contribution Agreement (as
defined below);


 


(iii)          All
amounts owed by Station pursuant to the Inventory Management Plan; and


 


(iv)          All amounts owed by Station pursuant to this Agreement, including without
limitation pursuant to Section 3 hereof.


 


(d)           Default.  In
the event that Station is in default of any obligation under this Section 4
which default remains uncured 90 days after Station’s receipt of notice thereof
from NBC, NBC shall have the right, at its election, to terminate this
Agreement in its entirety upon notice to Station.


 


5.             Distribution Contribution
Agreement. Station shall enter into a Distribution Contribution Agreement
in the form attached as Exhibit A hereto.


 


6.             Inventory Management Plan.  Station shall fully participate in the “Inventory
Management Plan” as endorsed by NBC Television Affiliates (a/k/a the NBC
Affiliate Board) on May 19, 1998 (the “Inventory Management Plan”), and
in any additional or substitute inventory management plans approved in the
future by a majority of the NBC affiliated television stations.


 


7.             Local Commercial Announcements.
From time to time and at least once each calendar quarter, NBC shall provide
Stations with notice setting forth the amount and placement of availabilities
for Stations’ respective local commercial announcements in and adjacent to
regularly scheduled NBC Programming. NBC agrees that the average number of
thirty-second units available to each Station for local commercial
announcements during Prime Time (i.e. 8 pm to 11pm Monday through Saturday and
7 pm to 11 pm Sunday) shall be not fewer than 106 per week, and such
announcements shall be distributed so that each hour of Prime Time includes not
fewer than four units; provided, that NBC shall be entitled to reduce each
Station’s units to the minimum extent necessary for national sports
programming, Olympics programming and breaking news coverage which for reasons
beyond NBC’s control limits NBC’s ability to make


 


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time
available for local commercial announcements. Each Station shall also be
entitled to a minimum of 90% of the average weekly number of thirty-second
units provided during the 1999-2000 broadcast season with respect to other
Network program dayparts.


 


8.             Conditions of Station’s
Broadcast.  Station’s broadcast of
NBC Programming shall be subject to the following terms and conditions:


 


(a)           Station shall not make any deletions from, or additions or
modifications to, any NBC Program or any commercial, NBC identification,
program promotional or production credit announcements or other interstitial
material contained therein, nor broadcast any commercial or other announcements
(except emergency bulletins) during any such program, without NBC’s prior
written authorization. Station shall broadcast each NBC Program from the
commencement of network origination until the commencement of the next program.


 


(b)           For purposes of identification of Station with the NBC
Programs, and until written notice to the contrary is given by NBC, Station may
superimpose on certain Entertainment programs, where designated by NBC, a
single line of type, not to exceed fifty (50) video lines in height and
situated in the lower eighth raster of the video screen, which single line
shall include (and be limited to) Station’s call letters, community of license
or home market, channel number, and the NBC logo. No other addition to any
Entertainment program is contemplated by this consent, and the authorization
contained herein specifically excludes and prohibits any addition whatsoever to
News and Sports programs, except identification of Station as provided in the
preceding sentence as required by the FCC.


 


9.             Local News. Station agrees,
during the term of this Agreement, to broadcast local news programs of at least
thirty (30) minutes in length as lead-ins to each of “The Today Show” (or
replacement programming), “NBC Nightly News” (or replacement programming) and
NBC’s Late Night Programming; provided, that Station may preempt any of such
local news programming on Saturday or Sunday to the extent that such
programming would directly conflict with Station’s broadcast of weekend NBC
Sports Programming.


 


10.           Station Reports. Station shall
submit to NBC in writing upon forms provided by NBC or via e-mail or via APT,
as NBC may designate, such reports as NBC may request
covering the broadcast by Station of NBC Programming.


 


11.           Force Majeure. Neither Station
nor NBC shall incur any liability hereunder because of NBC’s failure to
deliver, or the failure of Station to broadcast, any or all NBC Programs due to
failure of facilities, labor disputes, government regulations or causes beyond
the reasonable control of the party so failing to deliver or to broadcast.
Without limiting the generality of the foregoing, NBC’s failure to deliver a
program due to cancellation of that program for any reason shall be deemed to
be for causes beyond NBC’s reasonable control.


 


12.           Indemnification. NBC shall
indemnify, defend and hold Station, its parent, subsidiary and affiliated
companies, and their respective directors, officers and employees, harmless
from and against all claims, damages, liabilities, costs and expenses
(including reasonable attorneys’ fees) arising out of the use by Station, in accordance
with this Agreement, of any NBC Program or other material as furnished by NBC
hereunder, provided that Station


 


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promptly
notifies NBC of any claim or litigation to which this indemnity shall apply,
and that Station cooperates fully with NBC in the defense or settlement of such
claim or litigation. Similarly, Station shall indemnify, defend and hold NBC,
its parent, subsidiary and affiliated companies, and their respective
directors, officers and employees, harmless with respect to (x) material added
to or deleted from any program by Station, except for cut-ins produced by or on
behalf of NBC and inserted by Station at NBC’s direction and (y) any
programming or other material broadcast by Station and not provided by NBC
hereunder.


 


These indemnities shall not apply to litigation expenses, including
attorneys’ fees, which the indemnified party elects to
incur on its own behalf. Except as otherwise provided herein, neither Station,
on the one hand, nor NBC, on the other hand, shall have any rights against the
other for claims by third persons, or for the non-operation of facilities or
the non-furnishing of programs for broadcasting, if such non-operation or
non-furnishing is due to failure of equipment, actions or claims by any third
person, labor disputes, or any cause beyond such party’s reasonable control.


 


13.           Program Development Costs.
Throughout the term of this Agreement, upon request from NBC, Station shall
participate with NBC to contribute financially, pro-rata on a
station-by-station basis based upon Designated Market Area (“DMA”) (as
defined by Nielsen) percentage, to future NBC efforts to secure as part of NBC
Programming major sports and entertainment programming opportunities
(including, for example and without limitation, rights to broadcast National
Football League games and entertainment programs such as “ER”).


 


14.           Change in Operations. Station
represents and warrants that it holds a valid license granted by the FCC to
operate Station as a television broadcast station; such representation and
warranty shall constitute a continuing representation and warranty by Station.
In the event that at any time (a) Station’s transmitter location, power,
frequency, programming format or hours of operation are materially changed, (b)
Station ceases to produce and broadcast local news, or (c) the number of
hours of local news which Station broadcasts materially decreases, in each case
so that such Station is of less value to NBC as a broadcaster of NBC programming
than at the date of this Agreement, then NBC may terminate this Agreement upon
thirty (30) days prior written notice to such Station(s).


 


15.           DTV Conversion. Station
acknowledges that upon commencement of operation of Station’s digital
television signal (“DTV channel”), Station will, to the same extent as
this Agreement provides for carriage of NBC Programming on its analog channel,
carry on such DTV channel the digital feed of such NBC Programming as and in
the technical format provided by NBC consistent with the ATSC standards and all
“program-related material” (collectively, the “Network Digital Feed”).
As used in this paragraph, “program-related material” shall mean
(i) closed-captioning information, (ii) program identification codes,
(iii) program ratings information, (iv) alternative language feeds related to
the programming, (v) Nielsen data, (vi) programming, data and other
enhancements which are related to the programming and network advertisements
provided in the Network Digital Feed, (vii) such other material as has been
agreed by Station, (viii) such other material as may be provided by NBC that
may be essential or necessary to provide the Network Digital Feed, (ix)
information and material directly associated with specific network commercial
advertisements contained in the network programs included in the Network
Digital Feed, and (x) information and material designed to promote


 


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network
programming. In the event that NBC proposes that Station carry network
multiplexed programming or ancillary data that is not program-related material,
Station agrees to negotiate in good faith with NBC regarding the terms pursuant
to which such multiplexed programming or ancillary data may be carried. Station
shall commence operation of Station’s digital television signal by the later of
(i) May 1, 2003 or (ii) any extension or postponement of such date mandated or
approved by the FCC; to the extent that Station is not transmitting a DTV
channel as of the later of such dates, NBC shall be permitted to offer the
Network Digital Feed, together with any program-related material or other
material provided by NBC for digital transmission, to any licensee transmitting
a DTV channel in Station’s DMA notwithstanding any other provision of this
Agreement. In addition, Station shall use best efforts to include the following
provision in retransmission consent agreements; in the event that during the
term of such retransmission consent agreement, Station broadcasts its signal
solely in a digital format and does not broadcast an analog signal, then the
cable operator shall distribute such digital broadcast signal as part of its
broadcast basic tier of service on a channel designated by Station.


 


16.           Unauthorized Copying and
Transmission; Retransmission Consent.


 


(a)           Station shall not authorize, cause, or permit, without NBC’s
consent, any NBC Program or other material furnished to Station hereunder to be
recorded, duplicated, rebroadcast or otherwise transmitted or used for any
purpose other than broadcasting by Station as provided herein. Notwithstanding
the foregoing, Station shall not be restricted in the exercise of its signal
carriage rights pursuant to any applicable rule or regulation of the FCC with
respect to retransmission of its broadcast signal by any cable system or
multichannel video program distributor (“MVPD”), as defined in Section
76.64(d) of the FCC Rules, which (a) is located within the DMA in which Station
is located, or (b) was actually carrying Station’s signal as of April 1, 1993,
or (c) with respect to cable systems, serving an area in which Station is “significantly
viewed” (as determined by the FCC) as of April 1, 1993; provided, however, that
any such exercise pursuant to FCC Rules with respect to NBC Programs shall not
be deemed to constitute a license by NBC. NBC reserves the right to restrict
such signal carriage with respect to NBC Programming in the event of a change
in applicable law, rule or regulation.


 


(b)           In consideration of the grant by NBC to Station of the
Non-Duplication Amendment, Station hereby agrees as follows:


 


(i)            Station
shall not grant consent to the retransmission of its broadcast signal by any
cable television system, or, except as provided in Section 16(b)(ii) below, to
any other MVPD whose carriage of broadcast signals requires retransmission
consent, if such cable system or MVPD is located outside the DMA to which
Station is assigned, unless Station’s signal was actually carried by such cable
system or MVPD as of April 1, 1993, or, with respect to such cable system, is “significantly
viewed” (as determined by the FCC) as of April 1, 1993.


 


(ii)           Station
shall not grant consent to the retransmission of its broadcast signal by any
MVPD that provides such signal to any home satellite dish user, unless such
user is located within Station’s own DMA.


 


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(c)           If Station violates any of the provisions set forth in
this Section 16, NBC may, in addition to any other of its rights or remedies at
law or in equity under this Agreement or any amendment thereto, terminate this
Agreement with respect to the violating Station by written notice to Station
given at least ninety (90) days prior to the effective date of such
termination.


 


17.            “Branding” Plan/Promotion.


 


(a)           NBC agrees to work with Station to “brand” Station as an “NBC
Station” in Station’s market through cooperative efforts in areas such as
on-air promotion, unified graphic design, use of the NBC peacock logo and NBC
identification.  Station agrees to be
branded as an “NBC Station” and to participate in the foregoing branding
promotion plan during the term hereof so as to cause Station to be identified,
in the perception of television viewers, as an “NBC Station” similar to such
viewers’ perception of the NBC O&O’s as “NBC Stations.” NBC, on the one
hand, and Station, on the other hand, agree to consult with each other,
promptly after execution hereof, with respect to implementation of such
branding undertaking.


 


(b)           Station shall dedicate annually for on-air promotion of
NBC Programming not less than 10,000 Gross Rating Points (“GRP’s”) (the “GRP
Commitment”). The NBC Advertising and Promotion department may consult with
Station to develop Station’s allocation of the GRP Commitment based on
promotional needs of both Station and NBC; provided that Station shall cause a
minimum of 40% and a maximum of 60% of its GRP Commitment to be allocated to
prime time (i.e., EASTERN, PACIFIC STATIONS: 8-11 PM Monday-Saturday and 7-11
PM Sunday; CENTRAL, MOUNTAIN STATIONS: 7-10 PM Monday-Saturday and 6-10 PM
Sunday). Station shall provide NBC with appropriate documentation to
substantiate delivery of its GRP Commitment.


 


(c)           Station shall, in good faith, evaluate on a yearly basis
whether to continue to participate in the year-round “Swap” program.


 


18.           Assignment.


 


(a)           This Agreement may not be assigned or transferred
(including pursuant to any change in the control of Station or any parent or
subsidiary company) directly or indirectly, whether by operation of law or
otherwise, without the prior written consent of NBC, which consent shall not be
unreasonably withheld (it being understood that NBC may withhold such consent
if after conducting good faith due diligence on the proposed transferee, NBC
has legitimate competitive, financial or operational reasons not to consent)
and no permitted assignment or transfer shall relieve Station of its
obligations hereunder. Any purported assignment or transfer by Station without
NBC’s consent as required hereby shall be null and void and not enforceable
against NBC.


 


(b)           Station agrees that if any application is made to the FCC
pertaining to an assignment or a transfer of control of Station’s license, or
any interest therein, Station shall immediately notify NBC in writing of the
filing of such application. Except as to “short form” assignments or transfers
of control made pursuant to Section 73.3540(f), NBC shall have the right to
terminate this Agreement on any basis NBC deems reasonable with respect to
Station for which an application was made, in the event of any assignment or
transfer. Station agrees that


 


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promptly
following Station’s notice to NBC, Station shall arrange for a meeting between
NBC and the proposed assignee or transferee to review the financial and
operating plans, and such other information as NBC may request of the proposed
assignee or transferee.


 


(c)           For purposes of this Section 18, (i) “control” shall mean
having the power to direct the affairs of an entity by reason of any of the
following: (x) having the power to elect or appoint, directly or indirectly, a
majority of the governing body of such entity, (y) owning or controlling the
right to vote a majority of the voting interest of such entity or (z) otherwise
owning or controlling a majority interest in such entity, and (ii) “transfer”
shall include, without limitation, any direct or indirect change: in the
control of any Station or any parent or subsidiary company of Station.


 


19.           Notices/APT. Notices hereunder
shall be in writing and shall be given (a) by personal delivery or overnight
courier service: addressed to Station, Attn: General Manager, at the address
set forth on the first page of this Agreement, and to NBC at the address set
forth on the first page of this Agreement, Attention: Executive Vice President,
Affiliate Relations, with a copy to Vice President, Law Department; or at such
other address or addresses as may be specified in writing by the party to whom
the notice is given or (b) if such notice relates to the scheduling,
substitution, withdrawal, preemption or other aspect of programming hereunder,
by posting to APT or by such other means as NBC may specify to Station from
time to time. Notices shall be deemed given when personally delivered and on
the next business day following dispatch by overnight courier service. NBC and
Station agree to monitor APT on at least a daily basis and to update APT as
promptly as practicable and in any event so as to comply with the notice periods
provided herein.


 


20.           Entire Agreement/Amendments.
The foregoing constitutes the entire agreement between Station and NBC with
respect to the affiliation of Station with NBC, all prior understandings being
merged herein, except for the Non-Duplication Amendment, the Inventory
Management Plan and the NBC Promotion Swap Program. This Agreement may not be
changed, amended, modified, renewed, extended or discharged, except as
specifically provided herein or by an agreement in writing signed by the
parties hereto.


 


21.           Confidentiality. The parties
agree to use their best efforts to preserve the confidentiality of this
Agreement and of the terms and conditions set forth herein, and the exhibits
annexed hereto, to the fullest extent permissible by law.


 


22.           Applicable Law. The
obligations of Station and NBC 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
and regulations of the FCC), and this Agreement and all matters or issues
collateral thereto shall be governed by the law of the State of New York
applicable to contracts negotiated, executed and performed entirely therein
(without regard to principles of conflicts of laws).


 


23.           Miscellaneous. If any
provision of this Agreement or the application of such provision to any
circumstance is held invalid, the remainder of this Agreement, or the
application of such provision to circumstances other than those as to which it
is held invalid, will not be affected thereby. A waiver by Station or NBC of a
breach of any provision of this Agreement


 


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shall
not be deemed to constitute a waiver of any preceding or subsequent breach of
the same provision or any other provision hereof.  This Agreement may be signed in any number of
counterparts with the same effect as if the signature to each such counterpart
were upon the same instrument.


 


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If the
foregoing is in accordance with your understanding, please indicate your
acceptance on the copy of this Agreement enclosed for that purpose and return
that copy to NBC.


 


	
   

  	
  Very truly
  yours,

  
	
   

  	
   

  
	
   

  	
  NBC
  TELEVISION NETWORK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  John Damiano

  
	
   

  	
   

  	
  Exec. Vice
  President, Affiliate Relations

  
	
   

  	
   

  
	
  AGREED:

  	
   

  
	
   

  	
   

  
	
  CORPORATION
  FOR GENERAL TRADE

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
					



 


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SCHEDULE I


 


PROGRAMMED TIME PERIODS


 


	
  For EASTERN TIME ZONE STATIONS:

  
	
   

  	
   

  	
   

  
	
  Monday through Saturday:

  	
   

  	
  8:00-11:00 P.M.

  
	
  Sunday:

  	
   

  	
  7:00-11:00 P.M.

  
	
   

  	
   

  	
   

  
	
  Monday through Thursday:

  	
   

  	
  11:35 P.M.-2:05 A.M.

  
	
  Friday:

  	
   

  	
  11:35 P.M.-2:35 A.M.

  
	
  Saturday:

  	
   

  	
  11:30 P.M.-1:01 A.M.

  
	
   

  	
   

  	
   

  
	
  Monday through Friday:

  	
   

  	
  4:30-5:00 A.M., 7:00-10:00 A.M. and 6:30-7:00 P.M.

  
	
  Saturday:

  	
   

  	
  7:00-9:00 A.M. and 6:30-7:00 P.M.

  
	
  Sunday:

  	
   

  	
  8:00-10:00 A.M. and 6:30-7:00 P.M.

  
	
   

  	
   

  	
   

  
	
  Monday through Friday:

  	
   

  	
  1:00-3:00 P.M.

  
	
  Saturday:

  	
   

  	
  10:00 A.M.-1:00 P.M.

  
	
   

  	
   

  	
   

  
	
  Monday through Thursday:

  	
   

  	
  2:05-4:00 A.M.

  
	
  Friday

  	
   

  	
  2:35-4:30 A.M.

  
	
  Saturday

  	
   

  	
  1:01-2:30 A.M.

  
	
  Sunday

  	
   

  	
  11:30 P.M.-1:30 A.M.

  
	
   

  	
   

  	
   

  
	
  For CENTRAL TIME ZONE STATIONS:

  
	
   

  	
   

  	
   

  
	
  Monday through Saturday:

  	
   

  	
  7:00-10:00 P.M.

  
	
  Sunday:

  	
   

  	
  6:00-10:00 P.M.

  
	
   

  	
   

  	
   

  
	
  Monday through Thursday:

  	
   

  	
  10:35 P.M.-1:05 A.M.

  
	
  Friday:

  	
   

  	
  10:35 P.M.-1:35 A.M.

  
	
  Saturday:

  	
   

  	
  10:30 P.M.-12:01 A.M.

  
	
   

  	
   

  	
   

  
	
  Monday through Friday:

  	
   

  	
  4:30-5:00 A.M., 7:00-10:00 A.M. and 5:30-6:00 P.M.

  
	
  Saturday:

  	
   

  	
  7:00-9:00 A.M. and 5:30-6:00 P.M.

  
	
  Sunday:

  	
   

  	
  8:00-9:00 A.M., 9:00-10:00 A.M. and 5:30-6:00 P.M.

  
	
   

  	
   

  	
   

  
	
  Monday through Friday:

  	
   

  	
  1:00-3:00 P.M.

  
	
  Saturday:

  	
   

  	
  9:00 A.M.-12:00 P.M.

  
	
   

  	
   

  	
   

  
	
  Monday through Thursday:

  	
   

  	
  1:05-3:00 A.M.

  
	
  Friday

  	
   

  	
  1:35-3:30 A.M.

  
	
  Saturday

  	
   

  	
  12:01-1:30 A.M.

  
	
  Sunday

  	
   

  	
  10:30 P.M.-12:30 A.M.

  



 


12





















 


	
  For MOUNTAIN TIME ZONE STATIONS:

  
	
   

  	
   

  	
   

  
	
  Monday through Saturday:

  	
   

  	
  7:00-10:00 P.M.

  
	
  Sunday:

  	
   

  	
  6:00-10:00 P.M.

  
	
   

  	
   

  	
   

  
	
  Monday through Thursday:

  	
   

  	
  10:35 P.M. -1:05 A.M.

  
	
  Friday:

  	
   

  	
  10:35 P.M.-1:35 A.M.

  
	
  Saturday:

  	
   

  	
  10:30 P.M.-12:01 A.M.

  
	
   

  	
   

  	
   

  
	
  Monday through Friday:

  	
   

  	
  4:30-5:00 A.M., 7:00-10:00 A.M. and 5:30-6:00 P.M.

  
	
  Saturday:

  	
   

  	
  6:00-8:00 A.M. and 5:30-6:00 P.M.

  
	
  Sunday:

  	
   

  	
  8:00-10:00 A.M. and 5:00-5:30 P.M.

  
	
   

  	
   

  	
   

  
	
  Monday through Friday:

  	
   

  	
  1:00 P.M.-3:00 P.M.

  
	
  Saturday:

  	
   

  	
  8:00 AM.-11:00 A.M.

  
	
   

  	
   

  	
   

  
	
  Monday through Thursday:

  	
   

  	
  1:05-3:00 A.M.

  
	
  Friday

  	
   

  	
  1:35-3:30 A.M.

  
	
  Saturday

  	
   

  	
  12:01-1:30 A.M.

  
	
  Sunday

  	
   

  	
  10:30 P.M-12:30 A.M.

  
	
   

  	
   

  	
   

  
	
  For PACIFIC TIME ZONE STATIONS:

  
	
   

  	
   

  	
   

  
	
  Monday through Saturday:

  	
   

  	
  8:00-11:00 P.M.

  
	
  Sunday:

  	
   

  	
  7:00-11:00 P.M.

  
	
   

  	
   

  	
   

  
	
  Monday through Thursday:

  	
   

  	
  11:35 P.M.-2:05 A.M.

  
	
  Friday:

  	
   

  	
  11:35 P.M.-2:35 P.M.

  
	
  Saturday:

  	
   

  	
  11:30 P.M.-1:01A.M.

  
	
   

  	
   

  	
   

  
	
  Monday through Friday:

  	
   

  	
  4:30-5:00 A.M., 7:00-10:00 A.M. and 5:30-6:00 P.M.

  
	
  Saturday:

  	
   

  	
  6:00-8:00 A.M. and 5:30-6:00 P.M.

  
	
  Sunday:

  	
   

  	
  7:00-9:00 A.M. and 5:30-6:00 P.M.

  
	
   

  	
   

  	
   

  
	
  Monday through Friday:

  	
   

  	
  1:00-3:00 P.M.

  
	
  Saturday:

  	
   

  	
  8:00-11:00 A.M.

  
	
   

  	
   

  	
   

  
	
  Monday through Thursday:

  	
   

  	
  2:05-4:00 A.M.

  
	
  Friday:

  	
   

  	
  2:35-4:30 A.M.

  
	
  Saturday:

  	
   

  	
  1:01-2:30 A.M.

  
	
  Sunday:

  	
   

  	
  11:30 P.M.-1:30 A.M.

  



 


13





















 


SCHEDULE II


 


NBC PAYMENTS TO STATION


 


All amounts shown are in millions of dollars ($MM):


 


	
   

  	
   

  	
  2003

  	
   

  	
  2004

  	
   

  	
  2005

  	
   

  	
  2006

  	
   

  	
  2007

  	
   

  	
  2008

  	
   

  	
  2009

  	
   

  	
  2010

  	
   

  	
  2011

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Annual Net NBC Payments:

  	
   

  	
  $

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  	
  0

  	
   

  
																					



 


14





















 


SCHEDULE III


 


STATION PAYMENTS TO NBC


 


All amounts shown are in millions of dollars ($MM):


 


	
   

  	
   

  	
  2003

  	
   

  	
  2004

  	
   

  	
  2005

  	
   

  	
  2006

  	
   

  	
  2007

  	
   

  	
  2008

  	
   

  	
  2009

  	
   

  	
  2010

  	
   

  	
  2011

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Annual Payments:

  	
   

  	
  $

  	
  0.0

  	
   

  	
  0.0

  	
   

  	
  0.0

  	
   

  	
  0.0

  	
   

  	
  0.0

  	
   

  	
  0.0

  	
   

  	
  0.0

  	
   

  	
  0.0

  	
   

  	
  0.195

  	
   

  
																					



 


15





















 


EXHIBIT A


 


FORM OF DISTRIBUTION CONTRIBUTION AGREEMENT


 


This agreement (the “Agreement”) between the NBC Television
Network (“NBC”) and Corporation For General
Trade (“Station”), is dated as of January 1, 2003.


 


WHEREAS, NBC and Station have entered into an Affiliation Agreement, dated
as of the date hereof (the “Affiliation Agreement”), with respect to
Station’s affiliation with NBC;


 


WHEREAS, in connection with Station’s affiliation with NBC, Station
will broadcast programming provided by NBC;


 


WHEREAS, NBC provides such programming to Station via various means at
substantial cost and expense to NBC (as more fully described below, the “NBC
Distribution Costs”);


 


WHEREAS, pursuant to the Affiliation Agreement, Station agreed to
assume the obligations set forth in this Agreement in order to pay a portion of
the NBC Distribution Costs;


 


NOW THEREFORE, in consideration of the mutual premises set forth
herein, the parties hereto agree as follows:


 


1.             NBC Distribution
Costs. The NBC Distribution Costs consist of the operational, facilities
and technical costs, including upgrades, related to processing and distributing
Network programs, promotions, advertisements, news feeds and other programming
and services to the NBC affiliated television stations.


 


2.             Distribution
Contribution.


 


a)             Station
hereby agrees to pay NBC its pro rata share (calculated based on Station’s
Nielsen DMA percentage) of the NBC Distribution Costs (the “Station Payment”)
annually throughout the term of this Agreement. The Station Payment shall be
made by wire transfer or such other means as NBC may approve, in two equal
bi-annual installments payable each January 15 and June 15.


 


b)            Station
hereby acknowledges that from year to year the NBC Distribution Costs may
increase, and that accordingly the Station Payment shall increase, in
accordance with increases demonstrated in the annual review of NBC Distribution
Costs customarily commissioned by the NBC Affiliate Board. In the event that
for any given year during the term the Station Payment exceeds the actual NBC
Distribution Costs, then NBC shall apply the excess to the NBC Strategic
Technical Development Fund (a/k/a the Overcollection Fund (the “Fund”)).


 


3.             The Fund.
Station hereby agrees to pay its pro rata share (calculated based on Station’s
Nielsen DMA percentage) of $18,000,000 (which payment shall be deducted from
the Fund) out of a total of $54,000,000 of capital costs relating to the “Genesis”
digital broadcast facilities development project, on the schedule presented to
the NBC Affiliate Board and attached hereto as Exhibit A.


 


16





















 


4.             Term. This
Agreement shall commence as of the date hereof, and shall remain in full force
and effect for as long as the Affiliation Agreement (including any renewal
thereof) remains in effect. Notwithstanding the foregoing, this Agreement shall
terminate in the event that Station ceases to be affiliated with NBC.


 


5.             Binding
Agreement. This Agreement shall be binding upon NBC and Station upon
execution hereof by each of NBC and Station.


 


6.             Miscellaneous.
This Agreement constitutes the entire agreement and understanding of the
parties relating to the subject matter hereof and supersedes all prior
agreements, negotiations, and understandings between the parties, both oral and
written, relating thereto. No waiver or amendment of any provision of this
Agreement shall be effective unless in writing and signed by both parties. The
terms of this Agreement shall apply to parties hereto and any of their
successors or assigns; provided, however, that this Agreement may
not be transferred or assigned by Station without the prior written consent of
NBC. This Agreement may be executed in counterparts, each of which when
executed shall be deemed to be an original but all of which taken together shall
constitute one and the same agreement. Notices given pursuant to this Agreement
shall be deemed given upon dispatch if given via nationally recognized
overnight courier or confirmed facsimile, to the address of the respective
party as set forth in the Affiliation Agreement.


 


7.             Governing Law
and Jurisdiction. This Agreement shall be governed by and construed under
the laws of the State of New York applicable to contracts fully performed in
New York, without regard to New York conflicts law. The parties hereto
irrevocably waive any and all rights to trial by jury in any proceeding arising
out of or relating to this Agreement.


 


17





















 


IN WITNESS
HEREOF, the parties hereto have caused this Agreement to be executed by their
duly authorized representatives as set forth below.


 


 


	
  NBC
  TELEVISION NETWORK

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  John Damiano

  	
   

  	 

	
   

  	
  Title:

  	
  Executive
  Vice President, Affiliate Relations

  	
   

  	 

	
   

  	
   

  
	
   

  	
   

  
	
  CORPORATION
  FOR GENERAL TRADE

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  	 

	
   

  	
  Title:

  	
  Vice President
  & General Manager

  	
   

  	 

								



 


18





















 


APPENDIX A


TO DISTRIBUTION CONTRIBUTION AGREEMENT


 


AFFILIATE TECHNICAL DEVELOPMENT FUND


As of 1999 Year End Close (1997 – 2005)


 


 


CONTRIBUTION TOWARDS GENESIS PROJECT


 


	
  1997

  	
   

  	
  $

  	
  700,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  1998

  	
   

  	
  $

  	
  1,250,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  1999

  	
   

  	
  $

  	
  1,050,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2000

  	
   

  	
  $

  	
  2,500,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2001

  	
   

  	
  $

  	
  2,500,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2002

  	
   

  	
  $

  	
  2,500,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2003

  	
   

  	
  $

  	
  2,500,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2004

  	
   

  	
  $

  	
  2,500,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2005

  	
   

  	
  $

  	
  2,500,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  TOTAL

  	
   

  	
  $

  	
  18,000,000

  	
   

  



 


19