NETWORK AFFILIATION AND REPRESENTATION AGREEMENT
THIS NETWORK AFFILIATION AND REPRESENTATION AGREEMENT is made as of
August 31, 1993 by and between TELEMUNDO GROUP, INC., a Delaware corporation
("Telemundo"), and INTERSPAN COMMUNICATIONS, A CALIFORNIA LIMITED PARTNERSHIP
(the "Affiliate").
WHEREAS, Telemundo provides Spanish-language television programming;
WHEREAS, the Affiliate owns and operates television broadcast station
KFWD, Channel 52, serving the Dallas-Fort Worth ADI (the "Station"), and wishes
to become affiliated with and obtain Spanish-language programming from Telemundo
for broadcast on the Station;
WHEREAS, the Affiliate wishes to engage Telemundo to act as its
national sales representative to market commercial advertising time available
during Spanish-language programming;
WHEREAS, Telemundo wishes to be affiliated with the Affiliate, to
supply Spanish-language programming to the Affiliate for broadcast on the
Station and to provide national sales representative services to the Affiliate,
all on the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements set forth herein, the parties agree as follows:
1. PROGRAMMING PROVIDED
(a) Telemundo will provide Spanish-language programming
to the Affiliate for broadcast on the Station. Such
programming may include Spanish-language programming
designated and offered by Telemundo as Network
Programming to one or more of its owned and operated
or affiliated stations via satellite except as
provided in Section 2, and other Spanish-language
programming as to which it has distribution rights
and which shall be delivered via satellite except as
provided in Section 2 ("Additional Programming").
Telemundo shall provide the Affiliate with a written
schedule of the Network and Additional Programming,
and the terms and conditions upon which such
programming is offered, including, without
limitation, any restrictions, the required dates and
hours of broadcast, if any, and the availability of
advertising time within the programming for sale by
the Affiliate. Telemundo shall use its reasonable
efforts to give its schedule of programming at least
three weeks in advance of the scheduled broadcast
date. Notwithstanding anything to the contrary
contained herein, the Affiliate may not exhibit any
Network or Additional Programming as to which
Telemundo does not possess the exhibition rights in
the Station's market provided Telemundo has given the
Affiliate prior notice of an exhibition problem.
Except as otherwise provided herein, this Agreement
is not intended to cover any programming other than
Network and Additional Programming (collectively, the
"Programming"). The terms and conditions applicable
to any other programming to be supplied by Telemundo
to the Affiliate ("Special
Programming") must be mutually agreed to by Telemundo
and the Affiliate. Unless otherwise agreed to by
Telemundo and the Affiliate, the general and
non-financial terms of this Agreement shall govern
such Special Programming. Notwithstanding anything to
the contrary contained herein, the Affiliate
acknowledges and confirms that, from time to time,
Telemundo may, in its discretion, sell block
programming time to other programmers ("Brokered
Time") and that such Brokered Time may preempt
Telemundo's regular Network Programming, provided
such amount of Brokered Time is not unreasonable. The
Affiliate further acknowledges and confirms that no
local advertising time may be available to the
Affiliate for sale within such Brokered Time.
(b) The Affiliate shall have a right of first refusal, as
against any other television station, cable system or
other television transmission entity licensed in
Dallas-Fort Worth or serving the Dallas-Fort Worth
ADI to broadcast the Programming. The Affiliate
shall-exercise the right of first refusal and shall
notify Telemundo in writing whether it will accept or
reject the Programming within 72 hours of receipt of
Telemundo's program schedule. Failure by the
Affiliate to respond in writing within such 72-hour
period shall be deemed to be an acceptance of such
Programming.
(c) Acceptance by the Affiliate of the Programming shall
constitute the Affiliate's agreement to broadcast the
Programming in accordance with the terms of this
Agreement and of the offer of the program schedule.
The Affiliate shall broadcast any Programming
accepted by the Affiliate in its entirety, including,
without limitation, all commercial announcements,
programming identification, program promotional
material and credit announcements contained therein,
without interruption or deletion or addition of any
kind (except for the insertion of advertisements,
promotions or PSA's during periods designated by
Telemundo as available for such insertions), at the
hours and on the days specified by Telemundo. Unless
otherwise agreed to by Telemundo in writing or as
otherwise provided herein, the Affiliate shall
broadcast programming delivered via satellite at the
time such programming is transmitted and may not
delay the broadcast of any of such programming except
for time zone adjustments as may be established by
Telemundo. Unless otherwise directed by Telemundo in
writing, at no time may the Affiliate broadcast any
Additional or Special Programming during Telemundo's
Network Programming schedule.
(d) With respect to programming provided pursuant to this
Agreement, nothing herein contained shall prevent or
hinder:
(i) the Affiliate from rejecting programming
which the Affiliate reasonably believes to
be contrary to the public interest or in
violation of good broadcasting practices, or
from substituting a program that, in its
reasonable opinion, is of greater local or
national importance; or
(ii) Telemundo from replacing one or more
programs with substitute programming (in
which event Telemundo shall provide the
substitute
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programming to the Affiliate in
accordance with this Section 1) or from
canceling one or more programs.
If either party shall take any action specified in
this Section l(d), such party shall give prompt written notification thereof by
telecopier or telex to the other party.
(e) The Affiliate shall notify Telemundo promptly (but no
later than within 24 hours) if the Station goes off
the air (other than at its regular sign-off time) or
fails to broadcast for any reason any of the
Programming that it has otherwise accepted for
broadcast.
2. DELIVERY OF PROGRAMMING
It is presently anticipated that all Programming shall be
provided by satellite except in the case of a transmission
problem by Telemundo. In the event of a transmission problem
of the Programming and in the case of Special Programming,
Telemundo may provide any such programming in three-quarter
inch "U-Matic" format or such other format as Telemundo may
determine and which shall conform to accepted industry
standards. If the programming is provided by satellite,
Telemundo shall bear all expenses associated with the
transmission of the programming from Telemundo's facilities to
the satellite, and the Affiliate shall bear all expenses
associated with transmission of the programming from the
satellite to the Affiliate's facilities and associated with
the acquisition, maintenance and operation of the Affiliate's
facilities for receipt of such satellite transmission. Except
as otherwise provided herein, if any programming is provided
in "U-Matic" format or by other physical delivery methods, the
Affiliate shall pay for distribution costs by accepting C.O.D.
deliveries of tapes and other material, or by prepaying
shipping costs, and the Affiliate will prepay return shipping
costs to Telemundo's network distribution center, or to such
other destination named by Telemundo. In the event of a
satellite transmission problem of the Programming, Telemundo
shall bear the distribution costs of shipping the tapes to the
Affiliate. All tapes and other physical materials shall be
returned by the Affiliate to Telemundo at the Affiliate's
expense.
3. DISTRIBUTION PROHIBITIONS
The Affiliate shall broadcast the programming supplied by
Telemundo hereunder only at the hours and on the days
specified by Telemundo, unless Telemundo shall have agreed in
writing to any proposed additional or rescheduled broadcast of
such programming. The Affiliate shall not distribute or
authorize others to distribute any programming supplied by
Telemundo hereunder over the facilities of any station or
distribution system (including, without limitation,
satellites, booster, translator or repeater systems, cable
television systems, relay telecasts, pay cable systems,
subscription television systems, network simultaneous
transmission or special educational systems) other than the
Station, unless a specific right to do so is granted in
writing by Telemundo. "Station" as used herein shall include
cable systems within the Station's ADI that may carry the
Station's programming as a basic service (i.e., without any
separately allocable fees charged to subscribers above the fee
for basic cable television service). The
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Affiliate shall not, and shall not authorize others to,
sublicense or re-license any programming supplied by Telemundo
hereunder or copy, duplicate, record or transcribe any such
programming for any purpose.
4. USE OF TELEMUNDO NAME AND LOGO
The Affiliate shall identify itself as an affiliate of
Telemundo and display the Telemundo logo in conjunction with
the words "TM" in subscript and in bold face, together with
the words "Telemundo affiliate" in its on-air identifications
and, as practical, on all written materials, including without
limitation, stationery, business cards, billboard and other
promotional materials which shall identify the (collectively,
the "Station Identifications"). All displays of the Telemundo
name and logo, all Station Identifications and all Station
i.d. animations logos and Station signatures shall be in
strict compliance, as practical, with the official broadcast
and print element standards provided to the Affiliate by
Telemundo and as indicated in the Telemundo standards manual,
as updated from time to time by Telemundo. The Affiliate shall
have no rights whatsoever to use the Telemundo name or logo
except to identify itself as a Telemundo affiliate as
expressly provided in this Agreement and except as contained
in the Programming.
5. ADVERTISING AVAILABILITIES
(a) The parties intend that 60% of the total advertising
time within the Network Programming shall generally
be available to Telemundo for Network Advertising and
40% of the total advertising time within the Network
Programming shall generally be available to the
Affiliate for sale on a local or national spot
advertising basis ("Spot Advertising"). The split of
advertising time pursuant to the preceding sentence
shall be generally made on a proportionate basis in
order that each of Telemundo and the Affiliate have
access to similar time periods. The parties intend
that 100% of the total advertising time within the
Additional Programming shall generally be available
to the Affiliate for Spot Advertising. It is
Telemundo's intention to generally allocate the
advertising availabilities as described above within
each Program; provided, however, that the Affiliate
acknowledges that the percentages described in this
Section 5(a) may vary in any specific program
schedule provided by Telemundo pursuant to this
Agreement.
(b) Telemundo shall establish, in its sole discretion,
the prices for Network Advertising, and shall be
responsible for billing and collection with respect
to all Network Advertising. The Affiliate shall
establish, in its sole discretion, the prices for
Spot Advertising, and shall be responsible for
billing and collection with respect to all Spot
Advertising.
6. REPRESENTATIVE SERVICES
(a) The Affiliate hereby appoints Telemundo as its
exclusive national sales representative, throughout
the United States, including U.S. territories and
possessions, for the sale of national Spot
Advertising time in the Spanish-language programming
broadcast by the Station. Telemundo shall exercise
its best efforts in the sale of time of the Station
and toward the national promotion of the Station's
market. All expenses incurred by Telemundo in
connection with its duties as national sales
representative shall be borne by Telemundo. Telemundo
shall not be responsible for payment of agency
commissions.
(b) The Affiliate shall list Telemundo as its national
sales representative for the Station in publications
that publish rates and technical information, such as
Standard Rate and Data, and in its own advertising
and promotional material.
(c) The Affiliate shall notify Telemundo in the event
either an advertiser or an advertising agency makes a
direct approach to the Station to place national
broadcast advertising, and shall cause the Station to
advise the advertiser or advertising agency, as the
case may be, that such national broadcast advertising
should be placed through Telemundo exclusively.
(d) The Affiliate shall not engage or use the services of
any person, firm or organization for the sale of
national broadcast advertising in respect of the
Station other than Telemundo prior to the expiration
of this Agreement. The Affiliate retains the right to
sell advertising to all accounts within the
Dallas-Fort Worth ADI. Telemundo will act as
Affiliate's exclusive sales representative for all
accounts outside the Dallas-Fort Worth ADI.
(e) The Affiliate will assist Telemundo in its efforts to
place national Spot Advertising on the Station,
including: developing and distributing appropriate
sales kits and/or tapes, and visiting agencies with
Telemundo account executives as appropriate.
(f) Telemundo shall share with the Affiliate such of its
market research, call reports and product research
relating to the Dallas-Fort Worth ADI as it deems
appropriate, subject to proprietary limitations.
(g) Notwithstanding anything to the contrary contained in
this Section 6, the Affiliate may deal directly with
the Xxxx-Xxxxx account and Telemundo shall not
receive any commissions from any such efforts by the
Affiliate.
7. COMPENSATION
(a) In consideration of Telemundo's sales of Spot
Advertising pursuant to the terms of this Agreement,
the Affiliate shall pay Telemundo 15% of all amounts
due to the Affiliate from national Spot Advertising
sold by Telemundo in Network Programming and
Additional Programming and in other Spanish-language
programming broadcast by the Station.
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(b) The Affiliate shall pay Telemundo in cash, based on a
statement furnished by Telemundo, the amount due
Telemundo for all Spot Advertising sold by Telemundo
pursuant to Section 7(a) within 60 days after the
close of each broadcast month, whether or not the
Affiliate has collected such monies. The commission
for any account receivable balance, relating to a
sale which had been previously included in amounts
due Telemundo, which is written off or remains
uncollected 120 days after billing, shall be deducted
from amounts due Telemundo. If such receivable
balance is subsequently collected, the balance
collected will be added to the current month's
amounts due Telemundo.
(c) In consideration of the Affiliate's obligations under
this Agreement and subject to Section l(b) hereof,
Telemundo agrees to further compensate the Affiliate
as set forth on Attachment A attached hereto.
8. TERM AND TERMINATION
This Agreement shall have a term of three years commencing on
September 1, 1993. Either party may terminate this Agreement
upon 24 hours' notice if the other party is in material
violation of its obligations hereunder after written notice of
such violation and failure to cure within 15 days. The
Affiliate acknowledges the importance to Telemundo of carrying
the Network Programming and understands that Telemundo sells
its Network Advertising based on the number of households
viewing Network Programming. Telemundo may terminate this
Agreement upon two weeks' notice if the Affiliate fails to
broadcast at least 75% of the Network Programming (measured by
broadcast hour) in any given month except as permitted by
Section l(d) and except with regard to any Network Programming
that Telemundo is unable to offer to the Affiliate. Certain
additional termination rights of Telemundo are set forth on
Attachment A.
9. INDEMNIFICATION
Telemundo shall indemnify, defend and hold the Affiliate and
its officers, directors, agents, stockholders, employees,
legal representatives, successors and assigns harmless from
and against any and all claims, damages, liabilities, costs
and expenses, including reasonable attorneys' fees, arising
from (i) the use by the Affiliate, in accordance with the
terms and conditions of this Agreement, of the
Spanish-language programming supplied by Telemundo hereunder,
and (ii) any breach by Telemundo of any of its obligations
under this Agreement, provided that the Affiliate has promptly
notified Telemundo after becoming aware of any claim to which
this indemnity shall apply, and that the Affiliate cooperate
fully with Telemundo in the defense of such claim at
Telemundo's request. The Affiliate similarly agrees to
indemnify, defend and hold Telemundo and its officers,
directors, agents, stockholders, employees, legal
representatives, successors and assigns harmless from and
against any and all claims, damages, liabilities, costs, and
expenses, including reasonable attorneys' fees, arising from
(i) the use by the Affiliate of the programming supplied
hereunder other than in accordance with the terms and
conditions of this Agreement and/or the terms of the offer of
such programming, and (ii) any breach by the Affiliate of any
of its obligations under this Agreement, provided that
Telemundo has promptly notified the Affiliate after
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becoming aware of any claim to which this indemnity shall
apply, and that Telemundo cooperate fully with the Affiliate
in the defense of such claim at the Affiliate's request.
Neither party may enter into or participate in any judgment or
settlement of any claim that binds the other party without the
prior written consent of such other party, which consent shall
not be unreasonably withheld or delayed. Notwithstanding
anything contained in this Agreement, Telemundo makes no
representation or warranty with respect to the music
performing rights of any programming supplied to the Affiliate
hereunder, and neither the scope of the indemnification by
Telemundo of the Affiliate contained herein, nor any
obligation of Telemundo hereunder, is intended to, or shall
exceed the scope of any indemnification to which Telemundo is
contractually entitled from Telemundo's producers or suppliers
with respect to the programming in question.
10. MISCELLANEOUS
(a) All notices, demands, requests or other
communications which may be or are required to be
given, served or sent by any party to any other party
pursuant to this Agreement shall be in writing and
shall be mailed by first-class, registered or
certified mail, return receipt requested, postage
prepaid, or transmitted by hand delivery, overnight
courier, telegram, telecopier or telex, addressed as
follows:
(i) If to the Affiliate:
Interspan Communications
000 Xxxxx Xxxxxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
Attn: Xxxxxx X. Xxxxxxxxx
Telecopier: (000) 000-0000
Telephone: (000) 000-0000
with a copy to:
Xxxxx Casa
General Manager
KFWD-TV
0000 Xxxx Xxxxx Xxxx
Xxxxxx, Xxxxx 00000
Telecopier: (000) 000-0000
Telephone: (000) 000-0000
(ii) If to Telemundo:
Telemundo Group, Inc.
0000 Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Corporate Counsel
Telecopier: (000) 000-0000
Telephone: (000) 000-0000
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Each party may designate by notice in writing a new
address to which any notice, demand, request or
communication may thereafter be so given, served or
sent. Each notice, demand, request or communication
which shall be mailed, delivered or transmitted in
the manner described above shall be deemed
sufficiently given, served, sent and received for all
purposes at such time as it is delivered to the
addressee (with the return receipt, the affidavit of
messenger or the answerback being deemed conclusive
evidence of such delivery) or at such time as
delivery is refused by the addressee upon
presentation.
(b) This Agreement shall not be assignable by the
Affiliate without the prior written consent of
Telemundo. If any application is made to the FCC
concerning a transfer of the Station license or of
any interest in the Station license (a "Transfer"),
the Affiliate shall notify Telemundo forthwith, and
Telemundo shall have the right to terminate this
Agreement effective as of the effective date of any
such Transfer by giving notice thereof to the
Affiliate within 60 days after the date on which the
Affiliate gives Telemundo notice of the making of
such application. If Telemundo does not terminate
this Agreement, the Affiliate shall, prior to the
effective date of any such Transfer, obtain and
deliver to Telemundo, in a form satisfactory to
Telemundo, the agreement of the proposed transferee
expressly stating that the transferee will assume and
perform all of the Affiliate's obligations contained
in this Agreement on and after the effective date of
the Transfer. Effective on such date, the provisions
of this Agreement shall apply to such transferee.
(c) This Agreement, the rights and obligations of the
parties, and any claims or disputes relating thereto
shall be governed by and construed in accordance with
the laws of the State of New York (but not including
the choice of law rules thereof).
(d) This Agreement may be executed in counterparts, and
it shall not be necessary that the signatures on
behalf of each party appear on each counterpart. All
counterparts shall collectively constitute a single
agreement.
(e) This Agreement may not be amended or modified except
by a writing executed by both of the parties hereto.
(f) The Affiliate shall provide to Telemundo within 10
days after the end of each month during the term of
this Agreement notarized affidavits of performance
containing information concerning the broadcasts of
the network and national spot commercial
advertisements, including without limitation, the
length of the commercial, the exact time and date of
each broadcast, the advertiser, commercial and
program in which the commercial is broadcast. Unless
otherwise notified by Telemundo, the Affiliate shall
xxxx agencies directly for
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national spot advertising within 10 days after the
end of each month, and copies of bills shall be
promptly furnished by the Affiliate to Telemundo. The
Affiliate shall use its best efforts to collect all
revenues for national spot advertising. If the
Affiliate fails for whatever reason to broadcast a
commercial advertisement in accordance with
Telemundo's schedule, the Affiliate shall "make good"
such commercial advertisement during the same day
part in which the advertisement was originally
intended to be scheduled, or in accordance with the
advertiser's request, if different. The Affiliate
also agrees that it will not broadcast any commercial
advertisement that is competitive with a network or
spot advertisement placed by Telemundo within 15
minutes of the Telemundo advertisement, provided that
if Telemundo notifies the Affiliate in advance of a
greater separation requirement of an advertiser, the
Affiliate shall comply with any such requirement. The
Station further agrees that if Telemundo grants
exclusive sponsorship to one or more advertisers
during any Network Programming, the Station will not
broadcast commercials during such programming that
are competitive with the products or services that
are advertised by such sponsors. If Telemundo is
prohibited (by a third party or by its own policies)
from advertising certain products or services during
certain programming, the Affiliate agrees not to
advertise such products or services during any such
programming supplied by Telemundo. Telemundo shall
have the right to audit the books and records of the
Affiliate upon reasonable notice and during business
hours in order to verify the accuracy of the
affidavits of performance and to insure the
Affiliate's compliance with the terms of this
Agreement.
(g) To the extent that Telemundo obtains a network
license from ASCAP and/or BMI which, as it would
relate to network revenues, would cover Telemundo's
affiliates, the Affiliate hereby agrees to make all
necessary local filings and payments to ASCAP and/or
BMI with respect to the Station and to reimburse
Telemundo for network license fees paid by Telemundo
based primarily upon the average percentage of the
network's TV Hispanic Households delivered by the
Station. The Affiliate's share should not exceed what
the Affiliate would otherwise be required to pay in
ASCAP and BMI license fees if the Affiliate paid all
such fees directly and Telemundo paid no license fees
covering the Affiliate. This paragraph shall not in
any way obligate Telemundo to obtain a network ASCAP
or BMI license. Until such time, if any, as Telemundo
obtains a network license that would include the
Affiliate, the Affiliate acknowledges and agrees that
it is responsible for paying all applicable fees and
making all required filings with respect to the music
performing rights of any programming supplied to the
Affiliate by Telemundo.
(h) The Affiliate represents and warrants that it is the
licensee of the Station and that it is duly
authorized to enter into and perform this Agreement
and that it is not a party to any other agreement the
terms of which would be violated by the execution of
this Agreement.
(i) The Affiliate acknowledges that the local and
national reputation of Telemundo and its affiliates,
including but not limited to the reputation as
broadcasters of
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family-oriented programming, is of the highest
concern to Telemundo. Telemundo shall have the right
to terminate this Agreement if, as a result of any
action or situation involving the Affiliate or the
Station or the principals of either of them, the
reputation of Telemundo or any of its affiliates may
be adversely affected.
(j) The Affiliate agrees to have and maintain a
telecopier machine during the term of this Agreement
in order that Telemundo and the Affiliate may contact
one another by telecopier.
(k) The Affiliate agrees to maintain at its expense any
equipment reasonably required by Telemundo to be kept
at the Station in order to receive log information to
be delivered by Telemundo to its broadcast
affiliates. The Affiliate shall execute any necessary
leases and financing statements related to any such
equipment furnished by Telemundo provided that no
capital or leasing costs shall be imposed upon the
Affiliate.
(m) The Affiliate agrees that in connection with its
responsibilities and obligations as a Telemundo
affiliate and in order to maximize advertising
revenues, it will develop and implement local
promotions, meeting and advertising strategies, and
will use its best efforts to assist in localizing
Telemundo's network promotions (i.e. by advertising
the call letters of the Affiliate and the local times
at which the network program will air).
IN WITNESS WHEREOF, each of the undersigned has caused this Agreement
to be duly executed on its behalf as of the date first hereinabove set forth.
TELEMUNDO GROUP, INC. INTERSPAN COMMUNICATIONS,
A CALIFORNIA LIMITED PARTNERSHIP
(For itself and on behalf of Station KFWD, Dallas, Texas)
By: INTERSPAN COMMUNICATIONS CORP.,
Its General Partner
By: /s/ XXXXX X. XXXXXXX XX By: /s/ XXXXXX X. XXXXXXXXX
-------------------------------- --------------------------------------
Xxxxx X. Xxxxxxx XX Xxxxxx X. Xxxxxxxxx
President - Business and President
Corporate Affairs
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ATTACHMENT A
COMPENSATION - STATION KFWD, CHANNEL 52
DALLAS-FORT WORTH, TEXAS
Telemundo Group, Inc. will provide compensation to the Affiliate as
described herein.
1. NETWORK COMPENSATION
The Affiliate shall be entitled to receive network
compensation payments in the amount of $1,100,000 for the
first year of the term, $1,200,000 for the second year of the
term and $1,300,000 for the third year of the term. Within 15
days after the close of each calendar month of the term,
Telemundo shall pay the Affiliate one-twelfth of the
applicable compensation payment. The compensation payable
hereunder will be prorated for any partial months. If
Telemundo elects to terminate this Agreement in accordance
with the terms hereof, Telemundo shall only be required to pay
the Affiliate network compensation through the termination
date. Telemundo shall be entitled to deduct from network
compensation payable to the Affiliate hereunder amounts due
and owing to it from the Affiliate including, but not limited
to, the 15% representation fee payable pursuant to Section
7(a) of the Agreement, if not otherwise paid to Telemundo by
the Affiliate.
The parties agree that the full network compensation provided
for in this Attachment A is based upon the Affiliate
broadcasting all of the Network Programming and all of the
Brokered Time.
2. MINIMUM PERFORMANCE STANDARDS
Telemundo shall be entitled in its sole discretion to
terminate this Agreement upon 30 days prior written notice if
Station KFWD fails to achieve at least a 30% audience share
for any two consecutive ratings books during the term of this
Agreement, commencing with the November 1993 ratings book. The
Affiliate's audience share performance will be reviewed twice
each year, after the ratings become available, based on the
SRC (or alternate mutually acceptable ratings service) May and
November ratings for the Dallas-Fort Worth ADI, Monday through
Sunday, 1:00 PM to 10:00 PM, Central Time with the Affiliate's
rating expressed as a percentage of the combined rating for
the Affiliate and the local Univision affiliate ("Audience
Share").
3. BONUS COMPENSATION
In addition to the Network Payments, the Affiliate will be
eligible to receive a monthly bonus to be adjusted retroactive
to the first day of June and December based on Station KFWD's
Audience Share for the May and November ratings periods (as
described in Section 2 above) as set forth below:
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MONTHLY
BONUS AMOUNT AUDIENCE SHARE AUDIENCE SHARE
DURING YEAR 45%-50% ABOVE 50%
------------ --------------- --------------
1 $1,666.67 $2,250.00
2 $2,125.00 $2,833.34
3 $2,875.00 $3,833.34
Notwithstanding anything to the contrary contained in this
Section 3, until the November 1993 ratings book results become
available, the bonus eligibility for the period September 1993
through November 1993 shall be based on the May 1993 ratings
book. As soon as the November 1993 ratings book becomes
available, an adjustment shall be made retroactive to December
1, 1993 based on the bonus chart set forth above.
4. ADDITIONAL BONUS COMPENSATION.
In addition to the network and bonus compensation payable by
Telemundo to the Affiliate under this Agreement as set forth
above, the Affiliate will be eligible to receive a
supplementary monthly bonus to be adjusted retroactive to the
first day of June and December based on Station KFWD's
Audience Share for the May and November ratings periods Monday
through Friday, 1:00 pm to 10:00 pm, Central Time, as set
forth below:
MONTHLY
BONUS AMOUNT AUDIENCE SHARE
DURING YEAR ABOVE 45%
------------ --------------
1 $2,083.33
2 $2,916.66
3 $4,166.66
Notwithstanding anything to the contrary contained in this
Section 4, until the November 1993 ratings book results become
available, the bonus eligibility for the period September 1993
through December 1993 shall be based on the May 1993 ratings
book in which the Affiliate had a Audience Share of more than
45%, and the Affiliate shall be entitled to a supplementary
monthly bonus in the amount of $2,083.33 per month as of
September 1, 1993. As soon as the November 1993 ratings book
becomes available, an adjustment shall be made retroactive to
December 1, 1993 based on the bonus chart set forth above.
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