Exhibit 10.8


 


AMENDED AND RESTATED
RETRANSMISSION RIGHTS AGENCY AGREEMENT


 


January 29, 2006


 


Hearst-Argyle Television,
Inc.


888 Seventh Avenue, 27th
Floor


New York, New York 10106


 


Re:  Retransmission Rights Agency
Agreement


 


Ladies/Gentlemen:


 


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


 


1.                                      GRANT
OF AUTHORITY.


 


(a)                                  Except
as otherwise provided for herein, Hearst hereby authorizes Lifetime, during the
Term, to conduct negotiations for agreements on Hearst’s behalf and as its
agent on an exclusive basis in connection with the grant of retransmission
consent rights for the free, over-the-air, video and audio analog and digital
broadcast signals of the Stations (but not for any video or audio program or
other services offered on an encrypted paid subscription basis or for reuse on
a video on demand basis nor any data services other than program-related
material as approved by Hearst, which rights shall be retained by Hearst). Retransmission
consent rights for the Stations may be offered by Lifetime to the following
multichannel video programming distributors (“MVPDs”) listed on Appendix
A:  (i) cable television system operators
(“Cable Operators”), (ii) satellite distributors (“DBS Operators”), and (iii) SMATV,
MDS and MMDS operators (collectively, “Other MVPDs”). Retransmission consent
rights for distribution of the Stations by alternate technologies (such as
VDSL) may be offered by Lifetime to those MVPDs which are expressly identified
on Appendix A as distributing programming by such alternate technologies as of
the date of this Agreement (“Current Alternate Technology MVPDs”).


 


(b)                                 The
right to negotiate retransmission consent agreements shall be with MVPDs which
own 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 limits
of the MVPD’s compulsory copyright license and authorized by the Station’s
program supplier’s rights agreement, outside the DMA, in each community where
the applicable Station is “significantly viewed” (as such term may be defined
in 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 copyright
license and authorized by the Station’s program supplier’s rights agreement,
outside of such DMA, where


 

















 


the Station has been
historically carried. Lifetime hereby agrees to use commercially reasonable
efforts to secure on Hearst’s behalf retransmission agreements with MVPDs in
accordance with the provisions hereof.


 


(c)                                  The
parties agree that Appendix A shall be deemed amended to include additional
Cable Operators and Other MVPDs that:  (i) build or acquire systems that meet the
criteria set forth in clauses (b)(i), (b)(ii) and (b)(iii) above subsequent to
the date of this Agreement; and (ii) new legal entities resulting from the
merger, consolidation or sale of a MVPD. New MVPDs other than Cable Operators
that meet the criteria set forth in (b)(i), (b)(ii) and (b)(iii) above will be
deemed added to Appendix A unless Hearst notifies Lifetime of its objection to such
addition within fifteen days after notice to Hearst from Lifetime of such MVPD’s
request for retransmission rights. Notwithstanding anything herein to the
contrary, except with respect to those Current Alternate Technology MVPDs expressly
identified on Appendix A or otherwise agreed by Hearst pursuant to the
procedure set forth in this subsection (c), Lifetime’s authority hereunder
shall not include authority to negotiate the retransmission of the Stations on
or by the Internet, the worldwide web, telephone or DSL Lines or any other
means or methods of distribution other than cable, SMATV, MDS and MMDS.


 


(d)                                 Notwithstanding
anything herein to the contrary, it is agreed that (i) the terms and conditions
of a MVPD’s retransmission consent rights agreement for each Station shall be
as 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 be
inconsistent with any provision herein, the Will Carry Agreement will control
and (ii) if, by September 1, 2005, Lifetime shall not have negotiated a Will
Carry Agreement acceptable to Hearst with respect to any Station which, as of
the date of this Agreement, is being carried by a MVPD pursuant to an existing
election by Hearst for carriage on a “must carry” basis, Hearst may, at its
option, elect “must carry” for that Station and that MVPD, and Hearst will give
notice thereof to Lifetime.


 


(e)                                  *


 






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


 


2

















 


(f)                                    Except
as otherwise set forth in or contemplated by this Agreement, and without
limiting the generality of the exclusive grant of authority to Lifetime as set
forth in Paragraphs 1(a)  through (1)(e)
above during the Term (as defined below), Hearst shall not grant to any other
person or entity any right to negotiate any retransmission consent right of
Hearst with respect to the Stations for the MVPDs and, subject to its licensee responsibilities
under law to control at all times the operation of its Stations, neither Hearst
nor any Station shall enter into any retransmission consent agreement with any MVPD,
except as otherwise provided for herein.


 


2.                                      TERM
OF AGREEMENT.


 


(a)                                  Subject
to Paragraph 5, the term (“Term”) of Lifetime’s rights to represent Hearst in
accordance with the terms of this Agreement  in connection with Hearst’s retransmission
consent 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 with
the applicable MVPD, but in no event beyond *               .
(“*       ” is defined, for purposes of this
Agreement, 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)                                 Notwithstanding
the foregoing, the expiration of the Term shall not affect the parties’
respective rights and obligations hereunder with respect to any Will Carry Agreement
entered into during the Term to the extent that such Will Carry Agreement
expires or terminates subsequent to the expiration or termination of the Term. Expiration
of the Term shall not relieve Lifetime of its obligations to make all payments
otherwise due to be made to Hearst herein.


 


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


 


3.                                      RETRANSMISSION
CONSENT AND NETWORK AGREEMENTS


 


(a)                                  Retransmission
consent for the applicable Station will be granted by Hearst pursuant to the
Will Carry Agreement referred to in subsection (b) below to MVPDs who agree to
carriage of one or more Networks (which may be pursuant to extensions or
renewals of existing Network agreements). Each agreement, extension or renewal between
a MVPD and Lifetime for carriage of one or more of the Networks is referred to
herein as a “Network Agreement”.


 






*                 Portions
of this agreement have been redacted pursuant to a request for confidential
treatment submitted to the SEC February 27, 2006.  We have filed the redacted material
separately with the SEC.


 


3

















 


(b)                                 In
connection with the retransmission consent provisions relating to the Stations
to be negotiated by Lifetime, Lifetime will utilize a “Will Carry Agreement” as
approved by Hearst for each Cable Operator, each DBS Operator, and each other
MVPD. All Will Carry Agreements must be satisfactory to Hearst, including, but
not limited to, the extent of analog and digital bandwidth retransmitted, channel
carriage, tier placement, restrictions, if any, on program or other content. * Lifetime
acknowledges that, unless Hearst agrees otherwise, all Will Carry Agreements
will contain provisions regarding channel position, subscriber penetration and
manner of carriage rights no less favorable for the Station(s) than the rights
such Station(s) would have if it were carried by such Systems pursuant to the
“must carry” rules of the FCC. *


 


(c)                                  *


 






*                 Portions
of this agreement have been redacted pursuant to a request for confidential
treatment submitted to the SEC February 27, 2006.  We have filed the redacted material
separately with the SEC.


 


4

















 


4.                                      COMPENSATION
TO HEARST.


 


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


 


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


 


(i)                                     *


 


(ii)                                  *


 






*                 Portions
of this agreement have been redacted pursuant to a request for confidential
treatment submitted to the SEC February 27, 2006.  We have filed the redacted material
separately with the SEC.


 


5

















 


(iii)                               *


 


(iv)                              *


 


(c)                                  *


 


5.                                      TERMINATION/EXTENSION
OF AUTHORIZATION.


 


(a)                                  If
a Will Carry Agreement with a DBS Operator has not been successfully negotiated
within *        following the expiration
date of the DBS Operator’s  agreement, as
in effect on the date of this Agreement, then the right to negotiate that Will
Carry Agreement may revert to Hearst at Hearst’s election and Lifetime shall
have no payment obligation as to such DBS Operator, nor shall Hearst have any
obligation to Lifetime with respect to such DBS Operator.


 


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


 






*                 Portions
of this agreement have been redacted pursuant to a request for confidential
treatment submitted to the SEC February 27, 2006.  We have filed the redacted material
separately with the SEC.


 


6

















 


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


 


6.                                      NO
LIABILITY; INDEMNIFICATION.


 


Neither party shall have
any responsibility or liability to the other party in the event that any
negotiations authorized hereunder do not result in an agreement, or with
respect to the terms or provisions of any agreement with a MVPD entered into in
accordance with the terms provided herein. Neither party shall have any
liability to the other party in the event of a breach, default or termination
of any Network Agreement (including any retransmission consent provisions
relating thereto). Each party shall indemnify and hold the other party harmless
from and against any and all claims by third parties, and any liabilities,
costs and expenses relating thereto, arising from such party’s actions in the
performance of this Agreement. The provisions of this Section 6 shall survive
termination of this Agreement and/or termination or rescission of the agency
authorizations granted herein.


 


7.                                      NOTICES.


 


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


 


	
  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

  



 


7

















 


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


 


8.                                      ASSIGNMENT.


 


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


 


(b)                                 Transfer
Of Station(s). In the event that Hearst proposes to sell or transfer
ownership or control of one or more Stations, Hearst shall notify Lifetime in
writing within thirty (30) days after entering into an agreement for such sale
or transfer. Upon the consummation of such assignment or transfer, Lifetime’s
authority to negotiate retransmission consent rights for that Station(s) shall terminate.


 


(i)                                     *


 


(ii)                                  *


 


9.                                      CONFIDENTIALITY.


 


Each party agrees not to disclose to any person or
entity the existence or terms of this Agreement unless the other party consents
to that disclosure in advance except as may be required by law or by the rules
of any exchange or market on which Hearst securities are listed. The parties
will cooperate in the preparation of any press release regarding this Agreement.
Additionally, Lifetime hereby agrees to be bound by any confidentiality
provisions of any Will Carry Agreement. Notwithstanding anything to the
contrary contained in this Section 9,


 






*                                         Portions
of this agreement have been redacted pursuant to a request for confidential
treatment submitted to the SEC February 27, 2006.  We have filed the redacted material
separately with the SEC.


 


8

















 


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


 


10.                               GENERAL.


 


This Agreement shall
constitute a valid and binding agreement with respect to all of the matters set
forth herein. This Agreement shall be construed in accordance with the internal
laws of the State of New York and, where applicable, the rules and regulations
of the Federal Communications Commission. Should any part of this Agreement
become inconsistent with the rules of the FCC or agreed upon governing law and
the parties are not the beneficiaries of an appropriate waiver, that part of
the 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. In
such event, the parties shall use their good faith efforts to modify this
Agreement so as to conform it with the applicable FCC rule, policy, or law, if
possible, while achieving their respective objectives under this Agreement. Lifetime
further agrees that the retransmission consent negotiations for each Station will
be conducted in accord with all applicable federal and state laws, including 47
C.F.R. §76.64 and §76.65 of the rules of the FCC, a copy of which is attached
as Appendix D.


 


9

















 


11.                               2000
AGREEMENT; MODIFICATIONS.


 


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


 


If the foregoing comports
with your understanding, please sign and return the enclosed duplicate copy of
this 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

  	
   

  
						



 


10

















 


APPENDIX A


 


CABLE
OPERATORS


 


THIS SCHEDULE HAS BEEN
REDACTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE SEC
FEBRUARY 27, 2006.  WE HAVE FILED THE
REDACTED MATERIAL SEPARATELY WITH THE SEC.


 

















 


APPENDIX B


 


HEARST
STATIONS


 


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.

  	
   

  



 

















 


APPENDIX C


 


THIS SCHEDULE HAS BEEN
REDACTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE SEC
FEBRUARY 27, 2006.  WE HAVE FILED THE
REDACTED MATERIAL SEPARATELY WITH THE SEC.


 

















 


APPENDIX C-I


 


THIS SCHEDULE HAS BEEN
REDACTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE SEC
FEBRUARY 27, 2006.  WE HAVE FILED THE
REDACTED MATERIAL SEPARATELY WITH THE SEC.


 

















 


APPENDIX D


 


FCC RULES


 


§ 76.64 Retransmission consent.


 


(a) After 12:01 a.m. on October 6, 1993, no
multichannel video programming distributor shall retransmit the signal of any
commercial broadcasting station without the express authority of the
originating station, except as provided in paragraph (b) of this section.


 


(b) A commercial broadcast signal may be retransmitted
without express authority of the originating station if—


 


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


 


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


 


(3) The distributor is a satellite carrier and the
signal 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 by
a satellite carrier on May 1, 1991, or


 


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


 


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


 


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


 


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


 


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


 

















 


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


 


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


 


(4) A primary network station is a network station
that broadcasts or rebroadcasts the basic programming service of a particular
national network;


 


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


 


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


 


(e) The retransmission consent requirements of this
section are not applicable to broadcast signals received by master antenna
television facilities or by direct over-the-air reception in conjunction with
the provision of service by a multichannel video program distributor provided
that the multichannel video program distributor makes reception of such signals
available without charge and at the subscribers option and provided further
that the antenna facility used for the reception of such signals is either
owned by the subscriber or the building owner; or under the control and
available for purchase by the subscriber or the building owner upon termination
of service.


 


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


 


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


 


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


 


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


 


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


 

















 


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


 


(5) Television broadcast stations that become eligible
for must carry status with respect to a cable system or systems due to a change
in the market definition may, within 30 days of the effective date of the new
definition, 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 cable
system overlaps with one or more franchise areas served by another cable
system, television broadcast stations are required to make the same election
for both cable systems.


 


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


 


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


 


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


 


(k) A cable system commencing new operation is
required to notify all local commercial and noncommercial broadcast stations of
its 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 of
the receipt of such notice of their election for either must-carry or
retransmission consent with respect to such new cable system. If the commercial
broadcast station elects must-carry, it must also indicate its channel position
in its election statement to the cable system. Such
election shall remain valid for the remainder of any three-year election
interval, as established in § 76.64(f)(2). Noncommercial educational broadcast
stations should notify the cable operator of their request for carriage and
their channel position. The new cable system must notify each station if its
signal quality does not meet the standards for carriage and if any copyright
liability would be incurred for the carriage of such signal. Pursuant to
§ 76.57(e), a commercial broadcast station which fails to respond to such
a notice shall be deemed to be a must-carry station for the remainder of the
current three-year election period.


 


(l) Exclusive retransmission consent agreements are
prohibited. No television broadcast station shall make or negotiate any
agreement with one multichannel video programming distributor for carriage to
the exclusion of other multichannel video programming distributors. This
paragraph shall terminate at midnight on December 31, 2009.


 

















 


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


 


Note 1 to § 76.64: Section 76.1608 provides notification requirements
for a cable system that changes its technical configuration in such a way as to
integrate 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 FR
17015, April 9, 2002; 69 FR 72045, Dec. 10, 2004; 70 FR 40224, July 13, 2005]


 

















 


§ 76.65 Good faith and exclusive retransmission consent complaints.


 


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


 


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


 


(2) The multichannel video programming distributor
enters into retransmission consent agreements containing different terms and
conditions, including price terms, with different broadcast stations if such
different terms and conditions are based on competitive marketplace
considerations. If a television broadcast station or multichannel video
programming distributor negotiates in accordance with the rules and procedures
set forth in this section, failure to reach an agreement is not an indication
of a failure to negotiate in good faith.


 


(b) Good faith negotiation.


 


(1) Standards. The following actions or practices
violate a broadcast television station’s or multichannel video programming
distributor’s (the “Negotiating Entity”) duty to negotiate retransmission consent
agreements in good faith:


 


(i) Refusal by a Negotiating Entity to negotiate
retransmission consent;


 


(ii) Refusal by a Negotiating Entity to designate a
representative with authority to make binding representations on retransmission
consent;


 


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


 


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


 


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


 


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


 


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


 

















 


consent agreement that sets forth the full understanding of the
television broadcast station and the multichannel video programming
distributor.


 


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


 


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


 


(d) Burden of proof. In any complaint proceeding
brought under this section, the burden of proof as to the existence of a
violation shall be on the complainant.


 


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


 


(1) A complainant enters into a retransmission consent
agreement with a television broadcast station or multichannel video programming
distributor that the complainant alleges to violate one or more of the rules
contained in this subpart; or


 


(2) A television broadcast station or multichannel
video programming distributor engages in retransmission consent negotiations
with a complainant that the complainant alleges to violate one or more of the
rules contained in this subpart, and such negotiation is unrelated to any
existing contract between the complainant and the television broadcast station
or multichannel video programming distributor; or


 


(3) The complainant has notified the television
broadcast station or multichannel video programming distributor that it intends
to file a complaint with the Commission based on a request to negotiate
retransmission consent that has been denied, unreasonably delayed, or
unacknowledged in violation of one or more of the rules contained in this
subpart.


 


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


 


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


 

















 


§ 76.66 Satellite broadcast signal carriage.


 


(a) Definitions—


 


(1) Satellite carrier. A satellite carrier is an
entity that uses the facilities of a satellite or satellite service licensed by
the Federal Communications Commission, and operates in the Fixed-Satellite
Service under part 25 of title 47 of the Code of Federal Regulations or the
Direct Broadcast Satellite Service under part 100 of
title 47 of the Code of Federal Regulations, to establish and operate a
channel of communications for point-to-multipoint
distribution of television station signals, and that owns or leases a capacity
or a service on a satellite in order to provide such point-to-multipoint
distribution, except to the extent that such entity provides such distribution
pursuant to tariff under the Communications Act of 1934, other than for private
home viewing.


 


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


 


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


 


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


 


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


 


(6) Local-into-local television service. A satellite
carrier is providing local-into-local service when it retransmits a local
television station signal back into the local market of that television station
for 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 a
television broadcast station of a primary transmission made by that station,
shall carry upon request the signals of all television broadcast stations
located within that local market, subject to section 325(b) of title 47, United
States Code, and other paragraphs in this section.


 


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


 

















 


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


 


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


 


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


 


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


 


(3) A commercial television station must notify a
satellite carrier, by July 1, 2001, of its retransmission consent-mandatory
carriage 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 stations
shall make their retransmission consent-mandatory
carriage election by October 1st of the year preceding the new cycle for all
election cycles after the first election cycle.


 


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


 


(6) A commercial television broadcast station located
in a local market in Alaska or Hawaii shall make its retransmission
consent-mandatory carriage election by October 1, 2005, for carriage of its
signal that originates as an analog signal for carriage commencing on December
8, 2005, and by April 1, 2007, for its signal that originates as a digital
signal 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 in
Alaska or Hawaii must request carriage by October 1, 2005, for carriage of its
signal that originates as an analog signal for carriage commencing on December
8, 2005, and by April 1, 2007, for its signal that originates as a digital signal
for carriage commencing on June 8, 2007 and ending on December 31, 2008.


 


(d) Carriage procedures—


 

















 


(1) Carriage requests.


 


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


 


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


 


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


 


(A) Station’s call sign;


 


(B) Name of the appropriate station contact person;


 


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


 


(D) Station’s community of license;


 


(E) Station’s DMA assignment; and


 


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


 


(iv) Within 30 days of receiving a television station’s
carriage 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 to
carry.


 


(v) A satellite carrier is not required to carry a
television station, for the duration of the election cycle, if the station
fails to assert its carriage rights by the deadlines established in this
section.


 


(2) New local-into-local service.


 


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


 

















 


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


 


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


 


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


 


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


 


(ii) Satellite
carriers shall transmit the notices required by paragraph (d)(2)(i) of this
section via certified mail to the address for such television station licensee
listed in the consolidated database system maintained by the Commission.


 


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


 


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


 


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


 


(3) New television stations.


 


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


 


(ii) A new television station shall make its election
request, in writing, sent to the satellite carrier’s principal place of
business by certified mail, return receipt requested, between 60 days prior to
commencing broadcasting and 30 days after commencing broadcasting. This written
notification shall include the information required by paragraph (d)(1)(iii) of
this section.


 

















 


(iii) A satellite carrier shall commence carriage
within 90 days of receiving the request for carriage from the television
broadcast station or whenever the new television station provides over-the-air
service.


 


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


 


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


 


(5) Elections in Markets in which Significantly Viewed
Signals are Carried.


 


(i) Beginning with the election cycle described in §
76.66(c)(2), the retransmission of significantly
viewed signals pursuant to § 76.54 by a satellite carrier that provides
local-into-local service is subject to providing the notifications to stations
in 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 date
these notifications were due.


 


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


 


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


 


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


 


(iii) A television broadcast station that elects
mandatory carriage for one or more counties in its market and elects
retransmission consent for one or more other counties in its market pursuant to
paragraph (d)(5)(ii) of this section shall conduct a unified negotiation for
the entire portion of its local market for which retransmission consent is
elected.


 

















 


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


 


(e) Market definitions.


 


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


located, and


 


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


 


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


 


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


 


(3) A satellite carrier shall use the 1999-2000
Nielsen Station Index Directory and Nielsen Station Index United States
Television Household Estimates to define television markets for the first
retransmission consent-mandatory carriage election cycle commencing on January
1, 2002 and ending on December 31, 2005. The 2003-2004 Nielsen Station Index
Directory and Nielsen Station Index United States
Television Household Estimates shall be used for the second retransmission
consent-mandatory carriage election cycle commencing January 1, 2006 and ending
December 31, 2008, and so forth for each triennial election pursuant to this
section. Provided, however, that a county deleted from a market by Nielsen need
not be subtracted from a market in which a satellite carrier provides
local-into-local service, if that county is assigned to that market in the
1999-2000 Nielsen Station Index Directory or any subsequent issue of that
publication. A satellite carrier may determine which local market in the State
of Alaska will be deemed to be the relevant local market in connection with
each subscriber in an area in the State of Alaska that is outside of a
designated market, as described in paragraph (e)(2) of this section.


 


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


 


(f) Receive facilities.


 


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


 

















 


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


 


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


 


(3) Except as provided in 76.66(d)(2), a satellite
carrier providing local-into-local service must notify local television
stations of the location of the receive facility by June 1, 2001 for the first
election cycle and at least 120 days prior to the commencement of all election
cycles thereafter.


 


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


 


(g) Good quality signal.


 


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


 


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


 


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


 


(h) Duplicating signals.


 


(1) A satellite carrier shall not be required to carry
upon request the signal of any local television broadcast station that
substantially duplicates the signal of another local television broadcast
station which is secondarily transmitted by the satellite carrier within the
same local market, or the signals of more than one local commercial television
broadcast station in a single local market that is affiliated with a particular
television network unless such stations are licensed to communities in
different States.


 


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


 


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


 

















 


(4) A satellite carrier is permitted to drop a local
television station whenever that station meets the substantial duplication
criteria set forth in this paragraph. A satellite carrier must add a television
station to its channel line-up if such station no
longer duplicates the programming of another local television station.


 


(5) A satellite carrier shall provide notice to its
subscribers, and to the affected television station, whenever it adds or
deletes a station’s signal in a particular local market pursuant to this
paragraph.


 


(6) A commercial television station substantially
duplicates the programming of another commercial television station if it
simultaneously broadcasts the identical programming of another station for more
than 50 percent of the broadcast week.


 


(7) A noncommercial television station substantially
duplicates the programming of another noncommercial station if it
simultaneously broadcasts the same programming as another noncommercial station
for more than 50 percent of prime time, as defined by § 76.5(n), and more than
50 percent outside of prime time over a three month period, Provided, however,
that after three noncommercial television stations are carried, the test of
duplication shall be whether more than 50 percent of prime time programming and
more than 50 percent outside of prime time programming is duplicative on a
non-simultaneous basis.


 


(i) Channel positioning.


 


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


 


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


 


(3) All local television stations carried under
mandatory carriage in a particular television market must be offered to
subscribers at rates comparable to local television stations carried under
retransmission consent in that same market.


 


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


 


(5) All television stations carried under mandatory
carriage, in a particular market, shall be presented to subscribers in the same
manner as television stations that elected retransmission consent, in that same
market, on any navigational device, on-screen program guide, or menu provided
by the satellite carrier.


 

















 


(j) Manner of carriage.


 


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


 


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


 


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


 


(l) Compensation for carriage.


 


(1) A satellite carrier shall not accept or request
monetary payment or other valuable consideration in exchange either for
carriage of local television broadcast stations in fulfillment of the mandatory
carriage requirements of this section or for channel positioning rights
provided to such stations under this section, except that any such station may
be required to bear the costs associated with delivering a good quality signal
to the receive facility of the satellite carrier.


 


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


 


(m) Remedies.


 


(1) Whenever a local television broadcast station
believes that a satellite carrier has failed to meet its obligations under this
section, such station shall notify the carrier, in writing, of the alleged
failure and identify its reasons for believing that the satellite carrier
failed to comply with such obligations.


 


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


 

















 


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


 


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


 


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


 


(6) The Commission will not accept any complaint filed
later 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, June
29, 2001; 66 FR 49135, Sept. 26, 2001; 70 FR 21670, April 27, 2005; 70 FR
48295, Aug. 17, 2005; 70 FR 51668, Aug. 31, 2005; 70 FR 53079, Sept. 7, 2005]


 

















 


APPENDIX E


 


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


 


THIS SCHEDULE HAS BEEN
REDACTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE SEC
FEBRUARY 27, 2006.  WE HAVE FILED THE
REDACTED MATERIAL SEPARATELY WITH THE SEC.


 

















 


APPENDIX F


 


SAMPLE LIFETIME SUBSCRIBER COUNT


AND PAYMENT LANGUAGE


 


THIS SCHEDULE HAS BEEN
REDACTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO THE SEC
FEBRUARY 27, 2006.  WE HAVE FILED THE
REDACTED MATERIAL SEPARATELY WITH THE SEC.


 

















 


APPENDIX G


 


SAMPLE DISCLOSURE LANGUAGE


 


THIS SCHEDULE
HAS BEEN REDACTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT SUBMITTED TO
THE SEC FEBRUARY 27, 2006.  WE HAVE FILED
THE REDACTED MATERIAL SEPARATELY WITH THE SEC.