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
1
"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