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
2
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;