The following exhibit is a form of the agreement between The WB Television Network Partners, L.P. d.b.a. The WB Television Network, the licensee and the licensee television stations. Similar agreements exist for the following stations and their licensees:
WTTA-TV, KMWB-TV, WCWB-TV, WNUV-TV, WLFL-TV, WNAB-TV, KSMO-TV, WVTV-TV, WSTR-TV, WBSC-TV, KRRT-TV, WTTO-TV, WDBB-TV, WTVZ-TV, KOCB-TV, KVWB-TV.
WB TELEVISION NETWORK
STATION AFFILIATION AGREEMENT
Dated as of April 1, 1998
c/o Sinclair Communications, Inc.
10706 Beaver Dam Road
Cockeysville, MD 21030
Attention: David Smith
The following shall comprise the agreement between The WB Television Network Partners, L.P. d.b.a. The WB Television Network (“WB,” “we,” or “us”), and (“Affiliate” or “you”) for the affiliation of television station (“Station”) with WB for carriage of WB programming. The Federal Communications Commission (“FCC”) has issued a broadcast license (“License”) to , . (“Licensee”) as the Licensee to operate Station in , , the community in which Station is licensed by the FCC (“Community of License”). You represent that you have the right to program the Station and to enter into this Network Affiliation Agreement. All references in this Agreement to “WB program(s)” and “WB programming” and any variations thereof shall mean the programming made available by WB under this Agreement
1. WB Programming :
(a) WB will make available to Affiliate WB programs for free over-the-air broadcast by Station in the , Designated Market Area (the “DMA”) during the term of this Agreement. During such term, except as otherwise provided herein, WB grants Affiliate the exclusive right to have Station broadcast the WB programming in the DMA only as scheduled by WB over free over-the-air television and by such other technological means as are available to Affiliate for over-the-air broadcast in the DMA so long as Station broadcasts the WB programming for over-the-air television. Notwithstanding the foregoing, from the
commencement date of this Agreement until such time that exclusivity is offered to any affiliate against the duplication of WB programming on , WB may allow the signal of with duplicated WB programming to be imported into the DMA. Station shall have “Most Favored Nations” protection in this regard, and Station shall have exclusivity against the duplication of WB programming on in the DMA at such time that such exclusivity is provided to any other WB affiliate. WB will exercise reasonable commercial efforts to provide Station with exclusivity against the importation of duplicated WB programming on as soon as it is practicable for WB to do so. WB shall have the sole discretion to select, schedule, substitute and/or withdraw WB programming or any portion(s) thereof. WB shall also have the right to authorize any television broadcasting station, regardless of the community in which it is licensed by the FCC, to broadcast any presentation of a subject we deem to be of immediate national significance including, but not limited to, a Presidential address; however this right is subject to the first right of refusal of Station to broadcast the programming that WB deems to be of immediate national significance. Except as provided herein, during the term of this Agreement WB will not distribute, nor grant permission to any third party to distribute, WB programming over any means of over-the-air distribution within the DMA other than by over-the-air broadcast by Station, which shall be the sole over-the-air distributor of WB programming in the DMA. In the event that WB provides any other affiliate with broader exclusivity protection, Station will be entitled to such broader protection also. Station shall have the right to allow for the simultaneous broadcast with Station’s main transmitter (only in the DMA) of WB programming by translator stations, which are regularly used by Station for the carriage of its broadcast signal. Station may also allow Station’s signal to be carried by cable systems and other multi-channel video program providers located in the DMA. It is the intent of this Agreement to provide Station with over-the-air broadcast rights in the entire DMA to the extent that such is allowed by prevailing rules and regulations of the FCC.
(b) Additional Rights: Subject to the terms of this Agreement, WB hereby grants to Affiliate a royalty free non-exclusive license during the license term (as defended below) to use all trademarks and service marks owned by WB, including the “WB logo” and artwork used by WB to depict such marks. Affiliate may use such marks in the licensed DMA only in connection with Affiliate’s broadcasting on Station and the advertising and promotion of such broadcasting.
(c) Reserved Right: Except as expressly licensed to Affiliate hereunder, WB expressly reserves all other rights which WB may hold in the WB programming, and its marks which are not expressly licensed to Affiliate hereunder.
2. Program Carriage :
(a) We agree to make available for over-the-air broadcast by Station WB programming for the hours programmed by WB at the times and dates scheduled by WB throughout the term of this Agreement. You acknowledge that the times and roll-out dates set forth in this Agreement are approximate only and you agree to have Station broadcast WB programs irrespective of whether WB meets, fails to meet or otherwise varies from the anticipated program schedule set forth herein; provided, however, that WB hereby agrees not to accelerate such anticipated program schedule, neither will WB schedule materially less prime time programming than is offered to Station as of the date of this Agreement. To the extent WB makes available such WB programming for broadcast, this Agreement both obligates
us to make available such WB programs to Station and obligates Station to broadcast such WB programs over-the-air pursuant to the terms of this Agreement.
(b) Subject to the exceptions set forth in subparagraph 2(e) and the right of preemption set forth in subparagraph 2(f), Station shall broadcast WB programs on the dates and at the times scheduled by WB. Station shall broadcast WB programs in their entirety, including but not limited to WB commercial announcements, WB identifications, program promotional material, and credit announcements contained in such programs, without interruption or deletion or addition of any kind, except for the commercial announcements that Station is allowed to add pursuant to Paragraph 5. Notwithstanding the foregoing, you may substitute other WB promotional announcements in lieu of program promotional material that is inaccurate as it pertains to Station’s schedule. No commercial announcement, promotional announcement or public service announcement will be broadcast by Station during any interval within a WB program, which interval is designated by WB as being for the sole purpose of making a station identification announcement.
(c) The initial Scheduled Program Times of WB programming and the anticipated roll-out dates of that programming are set forth as follows (the specified times apply for the Eastern and Pacific Time Zones; the Mountain and Central Time Zones are one hour earlier for Prime Time and Latenight programming only, except as otherwise agreed by us):
Council (as defined in Paragraph 13 below). In the event that WB exercises its call on the late night time period, and such notice is not provided to Station prior to the NATPE convention preceding the applicable broadcast season, then any such call shall be subject to the then existing programming commitments that Station may have contractually committed to in such time period.
(d) Notwithstanding the roll-out schedule for Children’s afternoon programming in subparagraph (c) above, WB’ s supply of Children’s afternoon programming shall be subject to the expiration of the Agreements in effect as of July 1, 1997 between Affiliate and suppliers of Children’s afternoon programming. Station agrees not to extend or renew any agreement it may have with such suppliers for such programming during the term of this Agreement if such renewal or extension would interfere with the broadcast of the WB Children’s afternoon programming.
As of the date of this Agreement, WB is programming three (3) nights per week of Prime Time. If during the term of this Agreement WB programs fewer than two (2) nights of Prime Time programming, then you may terminate this Agreement upon sixty (60) days written notice.
(e) You confirm that as of the date of this Agreement you have no commitments, except those listed in Schedule 1 hereto, which would impede Station’s broadcasting all WB programming made available during the term of this Agreement. If any WB programming is not broadcast by you because of any such commitment expressly described in Schedule 1 (but excluding extensions by exercise of options by Affiliate not otherwise permitted hereunder [but not by the programming licensor] or otherwise), then such programming shall be broadcast in a time period upon which you and we shall mutually agree and which shall be of quality and rating value reasonably comparable to that of the Scheduled Program Times. These programs will not be considered preempted for purposes of subparagraph 2(f) In the event that Station has sports or syndicated programming commitments which would interfere with the in-pattern broadcast of current WB Programming, Station will provide WB with a list of such programming which will be attached to this Agreement as “Schedule 1”. Syndicated and sports programming on such list shall be an exception to any requirement in this Agreement that the WB programming be broadcast in pattern. Station is hereby advised that the fourth night of WB prime time programming will roll-out in January 1998, and then one additional night of prime time programming will be rolled-out during each year thereafter. During each year prior to NATPE, WB will confirm its roll-out schedule for that year and, subject to such confirmation, Station may not enter into new Syndicated or sports programming agreements that will interfere with the in-pattern broadcast of WB programming that is either current or prospective in accordance with the stated roll-out schedule. Syndicated Programming shall not be subject to renewal, except to the extent that such renewed syndicated programming does not conflict with the in-pattern broadcast of WB programming for the scheduled roll-out schedule. Sports programming may be renewed by Station, on a case by case basis, provided that any such renewed sports programming may not cause pre-emptions of more than 20% of the in pattern broadcasts of WB prime-time programming. All such pre-empted WB prime time programming will run in pattern in prime time during the same week on an alternative night. (i.e. when WB is at 5 nights of programming, WB programs will run on one of the remaining two nights of the week, at six nights WB programming will run on the seventh night, unless in pattern clearance on the alternative night is in conflict with sports programming contracts, in which event the programming will run in the same week adjacent to prime or adjacent to the sport program causing the conflict or in a time period otherwise
agreed by WB). It is the strong preference of WB that such alternative night be consistently the same night of the week, and Affiliate will exercise reasonable efforts to satisfy WB’s preference in this regard.
(f) Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall be construed to prevent or hinder Affiliate from: (i) rejecting or refusing any WB program which Affiliate reasonably believes to be unsatisfactory or unsuitable or contrary to the public interest or (ii) substituting a program which, in Affiliate’s opinion, is of greater local or national importance. In such an event, you shall provide us with advance written notice of any such rejection, refusal or substitution, no later than 14 days prior to the air date of such programming, except where the nature of the substitute program makes such notice impracticable (e.g., coverage of breaking news or other unscheduled events) or the programming has not been made available to you by such date, in which cases you agree to give us as much advance notice as the circumstances permit. Such notice shall include a statement of the reasons you believe that the rejected WB programming is unsatisfactory or unsuitable or contrary to the public interest, and/or that a substituted program is of greater local or national importance. In view of the limited amount of WB programming to be supplied pursuant to this Agreement (at least until such time as the full WB programming schedule has been rolled out) you acknowledge that you do not foresee any need to substitute programming of greater local or national importance for WB programming, except in those circumstances requiring live coverage of fast-breaking news events or very infrequent special events.
To the extent you substitute another program for a WB program as permitted under subparagraph 2(f)(ii), then you will broadcast such omitted program and the commercial announcements contained therein (or any replacement programming provided by WB and the commercial announcements contained therein) during a time period upon which you and we shall promptly and mutually agree and which shall be of quality and rating value reasonably comparable to that of the preempted program’s Scheduled Program Time. In the event that the parties do not promptly agree upon such a time period after reasonable consultation in good faith and after taking into account the practical alternatives under the circumstances, then, without limiting any other rights of WB under this Agreement or otherwise, we shall have the right to license the broadcast rights to the applicable omitted programming (or replacement programming) to another television station located in the Community of License.
In addition, if three or more episodes of a program series are preempted by you as permitted hereunder in any thirteen-week period, for any reasons other than force majeure as provided in Paragraph 6, we shall have the right, upon 60 days prior written notice, to terminate your right to broadcast that program series and to withdraw all future episodes of that series. Such thirteen-week periods shall be measured consecutively from the first broadcast date of the program series in question. If we subsequently place such a series on another station in the Community of License, we reserve the right not to offer you the broadcast rights to that series for subsequent broadcast seasons. It is acknowledged that the pre-emption penalties set forth in this paragraph shall not apply to those programs listed on Schedule 1.
In addition to all other remedies, to the extent one or more episodes of a program series is preempted by you in violation of (i.e., other than as permitted under) this Paragraph 2, we shall have the right, upon 60 days prior written notice, to terminate your right to broadcast the remainder of the program series and withdraw all future episodes of that series from you. However, any right of WB to terminate Station’s right to broadcast the remainder of the
program series shall be subject to a 30 day cure period by Station and no such termination may take place before Station and WB have engaged in good faith discussions.
(g) Subject to paragraphs 2(a) and 2(d) nothing in this Agreement shall be construed to prevent or hinder WB from: (i) substituting one or more WB programs for previously scheduled WB programs, in which event WB will make the substituted programs available to Station pursuant to the provisions of Paragraph 1 and Paragraph 3; (ii) canceling one or more WB programs; or (iii) postponing any scheduled roll-out dates of WB programming. Further, subject to paragraphs 2(a) and 2(d), nothing in this Agreement shall be construed to obligate WB (x) to provide a minimum or specific number of WB programs; (y) to commence providing WB programming on any particular date; or (z) to expand the amount of WB programming pursuant to a specified timetable.
3. Delivery: WB agrees to make available the WB programming for satellite transmission. WB shall incur no costs regarding the satellite downlink and broadcast by Station; Station shall incur no up-link costs with regard to the delivery of the WB programming.
(a) We will provide you with on-air promotional announcements (“WB Promos”) for WB programming, which WB Promos are intended for broadcast during Station’s broadcast of non-WB programming. Station will employ reasonable efforts to provide an on-air promotional schedule consistent with the manner in which Station promotes similar programs of similar importance to Station, and after giving due weight to WB recommendations with regard to such promotion. We will consult together in good faith regarding the promotional schedule. You shall maintain complete and accurate records of all WB Promos that are broadcast. Upon request by WB for those records, you shall provide copies of all such records to WB within two weeks of such request.
(b) You shall budget Station’s advertising availabilities in such a manner as to enable Station to broadcast additional WB Promos during periods in which Station is deemed a “Subperformer” Station shall be deemed to be a “Subperformer”“ from the time its “sweeps rating” is below the average prime time rating for all WB affiliated broadcast stations until such time as Station’s sweeps rating is no longer below the average prime time rating for all WB affiliated broadcast stations. The Station’s sweeps rating means the Station’s average A.C. Nielsen rating for the most recently completed sweeps period for adults 18-49 for all prime time hours programmed by WB. For such time as Station remains a Subperformer, Station shall: (i) broadcast, during each one-half hour of all periods of each day that Station is broadcasting non-WB programming, at least one (1) 30-second Promo (or Promos aggregating 30 seconds, to the extent we so elect) for Station’s local, syndicated or WB programming; and (ii) broadcast during all periods when Station is broadcasting non-WB programming WB Promos for not less than:
Prime Time Hours Programmed by WB
(the “Applicable Percentage”) of the total, aggregate gross ratings points (“GRPs”) for all the promotional announcements broadcast by Station (“Aggregate Promotional GRPs”) within the periods in which non-WB programming is being broadcast. The specific WB Promos broadcast by Station and the number of broadcasts of each WB Promo may be specified by WB and the broadcast of the WB Promos shall be made so that the Aggregate Promotional GRPs allocated to WB Promos are distributed fairly and reasonably across the periods when non-WB programming is being broadcast. For such time as Station’s sweeps rating ranks Station within the bottom 50% (ranked highest to lowest) of those WB affiliated broadcast stations that are Subperformers, then the Applicable Percentage for Station shall be not less than 55% of 100% of the Aggregate Promotional GRPs. The WB Promos broadcast during each half-hour of non-WB programming, as required by this subparagraph 4(b), may be counted toward Station’s Applicable Percentage. Station shall continue to air WB Promos under this schedule until Station is no longer a Sub