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EXHIBIT 10.20
[CAPITAL CITIES/ABC, INC. LETTERHEAD]
March 8, 1995
TELEVISION AFFILIATION AGREEMENT
WTOV Associates
Steubenville, Ohio
TELEVISION STATION WTOV
Gentlemen:
In order that your station may continue to serve the public interest,
convenience and necessity, this Company and your Television Station WTOV-TV
hereby mutually agree upon the following plan of network cooperation.
1. NETWORK AFFILIATION AND PROGRAM SERVICE
A.
From time to time, we may, but shall be under no obligation to offer
you, for television broadcasting by your station, certain of our
network television programs. Notwithstanding the foregoing, ABC shall
have the right to authorize any television broadcasting station
regardless of the community to which it is licensed by the FCC, to
broadcast any network presentation of a subject we deem to be of
immediate national significance including, but not limited to, a
Presidential address.
B. PROGRAM SERVICE
The program service we may offer may be as follows:
1. Network Sponsored Programs
"Network sponsored programs", as used in this agreement, shall
mean those television network programs which contain one or
more commercial announcements paid for by or on behalf of one
or more ABC Network advertisers.
a) We may offer you certain ABC television network
sponsored programs.
b) You agree to broadcast any such network sponsored
programs in their entirety, including but not limited to the
network commercial announcements, network identifications,
program promotional material or credit announcements contained
in such programs which you accept, without interruption or
deletion or addition of any kind. Notwithstanding the
foregoing, you may substitute other ABC-TV promotional
announcements in lieu of program promotional material which is
inaccurate as it pertains to your station. It is also
understood that no commercial announcement, promotional
announcement or public service announcement will be broadcast
by you during any interval within a network program designated
by ABC as being for the sole purpose of making a station
identification announcement.
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2. Network Sustaining, Cooperative and Spot Carrier Programs
a) We may from time to time offer you live or recorded network
programs identified as sustaining programs, cooperative
programs of spot carrier programs. Except as set forth below
in sub-paragraphs (b) and (c), you agree to broadcast such
programs which you accept in their entirety without
interruption or deletion or addition of any kind.
b) The network sustaining programs which we may offer to you may
not, without our prior written consent, be sold by your
station for commercial sponsorship or interrupted for
commercial announcements or used for any purpose other than
sustaining broadcasting. The charges to you for recorded
sustaining programs will be as follows:
$100. per clock hour for film or taped programs
(black and white)
$200. per clock hour for film or taped programs
(color)
c) You may carry the cooperative or spot carrier programs on the
same basis as regular sustaining programs or you may offer
them for commercial sponsorship on terms and conditions
specified by us at the time such programs are offered to you.
C. PROGRAM ACCEPTANCE
You agree that you will advise us within 15 days of the date
of our offer of your acceptance or rejection of any offer by
us relating to a regularly scheduled network program. With
respect to any network program not regularly scheduled, you
will advise us of your acceptance or rejection of our offer
within 72 hours (exclusive of Saturdays, Sundays and holidays)
after such offer has been received at your station. However,
if the first broadcast referred to in our offer is scheduled
to occur within less than 15 days after the date of our offer
with respect to regularly scheduled network programs or less
than 72 hours after our offer has been received at your
station with respect to network programs not regularly
scheduled, you shall notify us of your acceptance or rejection
of such offer as promptly as possible, but in no event after
the first broadcast time specified in such offer. Acceptance
by you of our offer of a network program(s) shall constitute
your agreement to broadcast such network program(s) in
accordance with the terms of this agreement and of our offer
to you.
D. PROGRAM DELIVERY
By means satisfactory to us, we will arrange, at our own
expense, for programs to be delivered to the nearest
convenient point where ABC maintains regular service.
II. NETWORK STATION RATE
1. The network station rate for your station shall be $00.00 and
shall be used by us in determining your station compensation
in accordance with the formula set forth in Schedule A
hereto.
2. We reserve the right to reevaluate and change at any time
your network station rate from that set forth in Subparagraph
1 above by notice to you in writing to such effect. Any
increase in your station rate will become effective at the
date specified in our notice to you. Should we decrease your
network station rate below that
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set forth in Subparagraph 1 above, we will notify you in
writing at least three months prior to the effective date of
such reduction, and you may, if you so elect, terminate this
affiliation agreement as of the effective date of such
reduction in your station rate by giving us prior written
notification within 45 days after the date of our notice to
you of such reduction.
III. NETWORK STATION COMPENSATION
1. We agree to pay you, and you agree to accept, compensation in
accordance with the provisions set forth in Schedule A
attached hereto and hereby made a part hereof.
2. If you should be unable, for any reason to broadcast any
sponsored program(s), or any portion thereof, your
compensation hereunder from us for that period shall be
reduced accordingly.
3. We may at any time, upon notice to you, substitute for any
scheduled network program another network program, except that
if such other network program in our judgment involves a
special event of public interest or importance, no such notice
is required. No compensation will be paid to you for the
scheduled program or for the substitute program unless such
substitute program is a "network sponsored program," in which
event you shall be compensated in accordance with the terms or
formula, whichever is applicable, set forth in Schedule A
hereof.
4. Nothing contained in this agreement shall be construed to
prevent or hinder us, at any time upon notice to you as soon
as practicable, from cancelling one or more network programs,
whether sponsored or sustaining, in which event you shall
receive no compensation for any such cancelled network
sponsored program(s).
5. With respect to network programs offered or already contracted
for pursuant to this affiliation agreement, nothing herein
contained shall be construed to prevent or hinder you from (a)
rejecting or refusing network programs which you reasonably
believe to be unsatisfactory, unsuitable or contrary to the
public interest, or (b) substituting a program, which in your
opinion, is of greater local or national importance. You
shall give us prompt telegraphic notification of any such
refusal, rejection or substitution, and we shall be under no
obligation to compensate you for any such program you have
refused or rejected or for which you have substituted a
program which is of greater local or national importance.
IV. CUT-IN ANNOUNCEMENTS AND LOCAL TAG SERVICES
A. CUT-IN ANNOUNCEMENTS
"Cut In Announcements", as used herein, shall mean the substitution of
a special commercial in place of a regularly scheduled network
commercial.
1. Upon at least twenty-four (24) hours' notice, you shall, at
our request, furnish such personnel and equipment as may be
necessary to (a) broadcast cut-in announcements from your
station alone, or (b) originate from your station cut-in
announcements to one or more other stations, without regard to
whether or not your station is requested to broadcast said
cut-in announcement(s). Notwithstanding anything contained in
this agreement, you may refuse to broadcast any such cut-in
announcement in the community to which your station is
licensed by the FCC if, in your opinion, it is not in the
public interest, convenience or necessity, but you shall
nevertheless furnish such personnel and equipment as may be
necessary to originate such cut-in announcement(s) from your
station to one or more other stations.
2. Cut-in announcements shall be broadcast only when authorized
by us and then, only in accordance with the instructions
furnished to you. You will be supplied, as promptly as
possible, with the material and instructions for these
announcements.
3. We may cancel any order for cut-in announcements without
liability on our part, provided we do so upon not less than
twenty-four (24) hours' notice to you, failing which, we will
pay you the compensation you would have received if the
announcement(s) had continued as scheduled for twenty-four
(24) hours following receipt by you of such notice of
cancellation.
4. For each program during which such cut-in announcements are
included, we shall pay you in accordance with the applicable
table set forth in Schedule B hereto.
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B. LOCAL TAG SERVICES
"Local Tag Announcements", as used herein, shall mean a visual
commercial announcement, made by you on behalf of a local
dealer of a network advertiser, not exceeding 10 seconds of a
one-minute network commercial announcement projected by means
of a slide and not utilizing more than two (2) slides.
1. Upon at least twenty-four (24) hours' notice, you
shall, at our request, furnish such personnel and
equipment as may be necessary to broadcast "local tag
announcements".
2. Local tag announcements shall be broadcast in
accordance with our instructions. The network
advertiser shall supply to you or purchase from you,
as promptly as possible, the slide(s) for each local
tag announcement. Local tag announcements shall not
be accompanied by oral announcements unless the
network advertiser shall make direct requests of you
therefor and shall have assumed sole responsibility
for payment of such oral announcements.
3. We may cancel any order for local tag announcements
without liability on our part provided we do so upon
not less than twenty-four (24) hours' notice to you,
failing which we will pay you the compensation you
would have received if the local tag announcement(s)
had continued as scheduled for twenty-four (24) hours
following receipt by you of such notice of
cancellation.
4. For each local tag announcement which you broadcast,
we shall compensate you in accordance with the
applicable table set forth in Schedule B hereto.
V. GENERAL
1. You will submit to us in writing, upon forms provided by us
for that purpose, such reports covering network programs
broadcast by your station as ABC may request from time to
time.
2. Subject to the provisions of subparagraph 2 of Section III of
this agreement, neither you nor ourselves shall incur any
liability hereunder because of our failure to deliver, or your
failure to broadcast, any or all network programs due to:
a) failure of facilities
b) labor disputes, or
c) causes beyond the control of the party so
failing to broadcast.
3. In the event that the transmitter location, power, frequency
or hours of operation of your station are changed at any time
so that your station is of less value to us as a network
outlet than it is as of the date of this agreement, we will
have the right to terminate this agreement upon thirty (30)
day's advance written notice.
4. You agree not to assign or to transfer any of the rights or
privileges granted to you under this agreement without our
prior consent in writing. You also agree that if any
application is made to the Federal Communications Commission
pertaining to an assignment or a transfer of control of your
license, or any interest therein, you shall notify us in
writing immediately of the filing of such application. Except
as to assignments or transfers of control comprehended by
Section 73.3540(e) of the Rules and Regulations of the Federal
Communications Commission, we shall have the right to
terminate this agreement effective as of the effective date of
any assignment or transfer of control (voluntary or
involuntary) of your license or any interest therein, provided
ABC shall have given you notice in writing of such termination
within thirty (30) days after we have been advised that such
application for assignment or transfer has been filed with the
Federal Communications Commission. If we do not so terminate
this agreement, you agree, prior to the effective date of any
such assignment or transfer of control of your stations
to procure and deliver to us, in form satisfactory to us, the
agreement of the proposed assignee or transferee that, upon
consummation of the assignment or transfer of control of your
station's authorization, the assignee or transferee will assume
and perform this agreement in its entirety without limitation
of any kind. If you fail to notify us of the proposed
assignment or transfer of control of your station's
authorization, or fail to procure the agreement of the proposed
assignee or transferee in accordance with the preceding
sentence, we shall have the right to terminate this agreement
upon thirty (30) days notice in writing to you and the
transferee or assignee, after the effective date of such
assignment or transfer or the date on which we learn of such
assignment or transfer, whichever is later.
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5. You agree not to authorize, cause, permit or enable anything
to be done whereby any program which we supply to you herein
may be used for any purpose other than broadcasting by your
station in the community to which it is licensed, which
broadcast is intended for reception by the general public in
places to which no admission is charged. You agree when you
are authorized to tape a program for subsequent broadcast that
the recording will be broadcast not more than once in its
entirety and will be erased within six (6) hours of use.
6. Except with our prior written consent and except upon such
terms and conditions as we may impose, you agree not to
authorize, cause, permit or enable anything to be done whereby
a recording on film, tape or otherwise is made or a recording
is broadcast, of a program which has been, or is being,
broadcast on our network.
7. With respect to any and all promotional material issued by you
or under your direction or control, you agree to abide by any
and all restrictions of which we advise you pertaining to the
promotion of a network program(s) scheduled to be broadcast by
you in your community, including, but without limitation,
on-the-air promotion, billboards, and newspaper or other
printed advertisements, announcements or promotions.
8. You agree to maintain for your television station such
licenses, including performing rights licenses as now are or
hereafter may be in general use by television broadcasting
stations and necessary for you to broadcast the television
programs which we furnish to you hereunder. We will clear at
the source all music in the repertory of ASCAP and of BMI used
on our network programs, thereby licensing the broadcasting of
such music on such programs over your station.
9. The furnishing of film or tape recorded programs hereunder is
contingent upon our ability to make arrangements satisfactory
to us for the film or tape recordings necessary to deliver
the programs to you. Such film or tape recorded programs
shall be used only for a single television broadcast over your
station. Positive prints of film or tape recorded programs
are to be shipped by us, shipping charges prepaid, and you
agree to return to us or to forward to such television station
as we designate, shipping charges prepaid, each print or copy
of said film or tape recording received by you hereunder,
together with the original reels and containers furnished
therewith. You will return or forward all prints in the same
condition as received by you, ordinary wear and tear excepted,
immediately after a single TV broadcast over your station. In
the event you damage a print of any film or tape recorded
program which is delivered to you, or fail to return or
forward the original reels and containers furnished therewith,
as aforesaid, you agree to pay the cost of replacing the
complete print, original reels and/or containers as and when
billed by us.
10. No inducements, representations or warranties except as
specifically set forth herein have been made by any of the
parties to this agreement. This agreement constitutes the
entire contract between the parties hereto and no provision
thereof shall be changed or modified, nor shall this agreement
be discharged in whole or in part, except by an agreement in
writing, signed by the party against whom the change,
modification or discharge is claimed or sought to be enforced;
nor shall any waiver of any of the conditions or provisions of
this agreement be effective and binding unless such waiver
shall be in writing and signed by the party against whom the
waiver is asserted; and no waiver of any provision of this
agreement shall be deemed to be a waiver of any preceding or
succeeding breach of the same or of any other provision.
11. This agreement shall be governed by and construed in
accordance with the laws of the State of New York.
12. Upon termination of this agreement, the consent theretofore
granted to broadcast our Network programs shall be deemed
immediately withdrawn and you shall have no further rights of
any nature whatsoever in such programs.
13. Not withstanding anything to the contrary contained herein, it
is understood and agreed that any continuing program series
confirmed to you during the term of this agreement will not be
recaptured prior to the expiration of 13 weeks. ABC shall give
you four (4) weeks advance written notice of the recapture of
any series confirmed to your stations.
14. We agree to indemnify, defend and hold you harmless against
and from all claims, damages, liabilities, costs and expenses
arising out of the use or exercise by you, in accordance with
this agreement, of any rights or material furnished by us
hereunder, provided that you promptly notify us of any claim
or litigation to which this indemnity shall apply, and that you
cooperate fully with us in the defense at our request. You
similarly agree to indemnify, defend and hold us harmless with
respect to material furnished by you.
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VI. TERM
This agreement shall become effective at 3:00 AM, NYT, on the 1st day of
May, 1995, and it shall continue until 3:00 AM, NYT, on the 1st day of May,
1997. It is understood and agreed, however, that this agreement may be
terminated by either party upon giving the other party twenty-eight (28)
days advance written notice of its intention so to do.
If, after examination, you find that the arrangement herein proposed is
satisfactory to you, please indicate your acceptance on the copy of this
letter enclosed for that purpose and return that copy to us.
Very sincerely yours,
AMERICAN BROADCASTING COMPANIES, INC.
By /s/ [ILLEGIBLE]
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Senior Vice President
Affiliate Relations
Accepted this 17th day of
March, 1995
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Television Station WTOV-TV
By /s/ [ILLEGIBLE]
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