EXHIBIT 10.3
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[NBC TV NETWORK LETTERHEAD]
January 1, 1996
Heritage Media Corp.
c/o WPTZ
0 Xxxxxxxxxx Xxxxx
Xxxxxxxxxxx, Xxx Xxxx 00000
Re: WPTZ (Plattsburgh, New York)
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Reference is made to the Affiliation Agreement dated August 28, 1995
(the "Agreement") between the NBC Television Network ("NBC") and Heritage Media
Corp. ("Heritage"), licensee of WPTZ (Plattsburgh, New York) (collectively, the
"Station") relating to the affiliation of WPTZ with NBC. In consideration of
the mutual agreements of the parties as set forth herein, NBC and the Station
hereby agree to amend the Agreement as set forth below:
A. Extension of Term. The parties hereby agree to extend the initial term of
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the Agreement until January 1, 2006. Paragraph 1 of the Agreement is hereby
amended by deleting the reference to "seven (7)" and substituting "eleven (11)"
in its place.
B. Clearance of "Saturday Today. "Station agrees to immediately commence
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clearance of "Saturday Today" and to continue clearance of "Saturday Today" (or
replacement programming) during the remaining term of the Agreement. The
parties hereby agree to delete Paragraph 3(f) of the Agreement in its entirety
and to renumber existing Paragraph "3(g)" as Paragraph "3(f)".
C. Clearance of Fourth Daytime Hour. Station agrees to clear a fourth hour of
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NBC weekday daytime programming (the "Fourth Daytime Hour") no later than
September 1, 1997 and to continue such clearance during the remaining term of
the Agreement. The parties hereby agree to delete Paragraph 3(e) of the
Agreement in its entirety and substitute the following in its place:
"(e) Upon the earlier of (i) September 1, 1997 or (ii) the expiration
or termination (without giving effect to any renewal term) of any of
Station's existing contractual commitments for non-NBC programming
broadcast by Station during the hours 9:00 A.M.-4:00 P.M., Monday
through Friday, Station agrees to clear an additional one (1) hour of
XXX Xxxxxxx programming Monday through Friday during such 9:00 A.M.-
4:00 P.M. time period so that Station would clear a total of four (4)
hours of XXX Xxxxxxx weekday programming during such hours. Upon
Station's clearance of such additional one (1) hour of NBC Monday
through Friday Daytime Programming, such additional one (1) hour shall
then become part of the Daytime Programmed Time Period for purposes of
Paragraphs 2(b) and 3(a) hereof."
In consideration of Station's agreements set forth herein, effective as of
January 1, 1996, NBC agrees to pay Station regular network compensation pursuant
to Paragraph 5 of the Agreement as if Station is
clearing such Fourth Daytime Hour, notwithstanding that Station shall not be
obligated to clear such programming until the earlier of the dates set forth in
the foregoing amended Paragraph 3(e) of the Agreement.
D. Additional Payment Amount. Effective as of January 1, 1996, the parties
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hereby agree to delete "EXHIBIT E" to the Agreement in its entirety and to
substitute the "AMENDED EXHIBIT E"' set forth as Attachment I hereto in its
place.
E. Ownership and Control of WNNE-TV. Notwithstanding anything contained
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herein or in the Agreement to the contrary, in the event that WNNE-TV is not
owned and controlled by Heritage or an entity controlled by, controlling or
under common control with Heritage, as licensee of WPTZ, then NBC shall have the
right to reduce Station's Network Station Rate (as set forth in Paragraph 5 of
the Agreement) and/or the Additional Payment Amounts (as set forth on Amended
Exhibit E set forth as Attachment I to this letter agreement) as may be
appropriate to reflect the reduced coverage area of WPTZ, on a combined basis
with WNNE-TV.
F. Except as otherwise provided herein, the Agreement shall remain in full
force and effect. Each defined term used herein without definition shall have
the meaning assigned to such term in the Agreement.
Please indicate your agreement to the foregoing by signing in the
space indicated below.
Very truly yours,
NATIONAL BROADCASTING COMPANY, INC.
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: VP, Affiliate Relations
AGREED AND ACKNOWLEDGED:
HERITAGE MEDIA CORP.
By: /s/ [ILLEGIBLE]
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Name:
Title:
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EXHIBIT "A"
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ECONOMIC ADJUSTMENTS
Adjustments due to a preemption of an NBC program referred to in
Paragraph 4(b) of this Agreement will be calculated using the following two
factors:
1. "Station's NBC delivery percentage" which is the Station's
audience contribution to NBC Network programs expressed as a percentage. (This
is the same NBC delivery percentage used in the annual compensation evaluation.)
2. "Program revenue" which is the average NBC Network revenue for
the preempted program. (NOTE: Program revenue will be the average revenue per
program based on total annual revenue for that program, except revenue for each
prime time program, which will be adjusted for the day of the week and the
quarter in which the program is aired.)
Station's NBC delivery percentage is multiplied by the program
revenue to yield the dollar adjustment. An example:
Station preempts "Program X"
Station's NBC Network delivery % = 2.1%
NBC'S revenue for "Program XI" = $900,000
$900,000 x 2.1% = $18,900 payment to NBC
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EXHIBIT "B"
WPTZ, PLATTSBURGH, NEW YORK
Compensation Matrix
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(NETWORK STATION RATE ____________ X HOURS CARRIED X % BELOW)
MON - SUN 6PM - 11PM* 30%
MON - SUN 5PM - 6PM* 15%
11PM - 1AM
SAT - SUN 4PM - 5PM
MON - FRI 9AM - 5PM 12.81%
SUN 7AM - 4PM** 10.5%
SAT 2PM - 4PM
SAT 7AM - 2PM** 7.88%
NIGHTLY NEWS MON - FRI 0%
NIGHTLY NEWS SAT - SUN 10%
TONIGHT SHOW 7.5%
LATE NIGHT 10.25%
FRIDAY NIGHT 4.75%
LATER 4%
SATURDAY NIGHT LIVE 6.67%
* EXCLUDING NIGHTLY NEWS
** EXCLUDING SATURDAY AND SUNDAY TODAY
All times above are expressed in terms of your station's then current local
time.
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EXHIBIT "C"
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WPTZ NEWS PROGRAMS
Monday - Friday
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12:00 Noon-12:30 P.M.
6:00-6:30 P.M.
11:00-11:35 P.M.
Saturday
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6:00-6:30 P.M.
11:00-11:30 P.M.
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ATTACHMENT I
AMENDED EXHIBIT "E"
In consideration of Station entering into this Agreement and the
Station's performance of its obligations thereunder, and subject to the
Station's compliance with each and every of its commitments regarding clearance
and preemption of NBC programming as set forth in this Agreement (which the
parties expressly agree and acknowledge are the essence of this Agreement), NBC
agrees to pay Station, for each quarter during the term of this Agreement, an
Additional Payment Amount as calculated herein.
1. The "Additional Payment Amount" for each quarter shall equal the
product of (a) the total during such quarter of the hours broadcast live by the
Station of NBC Prime Time programming for which compensation is payable
multiplied by (b) the Station's Additional Payment Rate (as defined below).
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2. The Station's "Additional Payment Rate" shall be calculated by
dividing (a) the Additional Consideration for the Station as set forth below by
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(b) 1070 hours (representing the stipulated total number of Prime Time hours for
which compensation is payable to be cleared by Station in a Broadcast Year).
3. The Gross Additional Consideration for Station in any year during
the initial term of this Agreement shall be the difference between (a) $830,000
and (b) the amount of compensation payable to Station for such year calculated
on the basis of Station's Network Station Rate and Compensation Matrix (as in
effect as of the date hereof) and Station's agreed clearance levels for NBC
programming for such year (without giving effect to any preemptions permitted
under Paragraphs 3(b), 3(c) and 3(d) of this Agreement) and assuming that
Station is clearing the Fourth Daytime Hour as of January 1, 1996. For 1996 and
other years in which there are Olympic or other special event programs for which
compensation is not payable, such programs will be treated as if they are
compensable for purposes of calculating the amount of Station's compensation
pursuant to the foregoing clause (b) of this Paragraph 3.
4. Additional Payment Amounts payable to the Station hereunder shall
be due and payable at the same time as compensation is payable to the Station.
5. The formula relating to the Additional Payments as set forth on
this Exhibit E has been calculated based on the Station achieving, commencing as
of January 1, 1996, a total aggregate target amount of annual consideration
(including (x) compensation payable pursuant to Paragraph 5 of this Agreement
and (y) Additional Payment Amounts) of $830,000.
The foregoing total target amount is based on the following assumptions:
(i) The Station performs all of its obligations and commitments under
this Agreement and complies with each and every of its commitments regarding
clearance (without any preemptions) of NBC programming as set forth in this
Agreement; specifically, the foregoing amounts assume that the Station is
broadcasting NBC programming live in all of the Programmed Time Periods
applicable to the Station and NBC Sports Programming as provided for in this
Agreement, and is not preempting any such NBC programming (i.e. Station is not
utilizing the permitted "Prime
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Time Preemption Amounts" and "Sports Preemption Amounts" (as such terms are
defined in this Agreement));
(ii) The Station fulfills its commitments set forth in this Agreement
regarding local news programming and NBC promotion (i.e. 2600 GRPs promotion
plan); and
(iii) The foregoing total target amount may not be achieved in
years in which NBC offers Olympic programming and/or in years in which a
significant portion of NBC programming consists of news coverage in addition to
regularly scheduled news programming.
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