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