EXHIBIT 10.15
THE CHRONICLE PUBLISHING COMPANY ("CHRONICLE") AND
NBC TELEVISION NETWORK ("NBC") AFFILIATION AGREEMENT
TERM SHEET FOR ▇▇▇▇-TV (SAN FRANCISCO) AND WOWT-TV (OMAHA)
▇. ▇▇▇▇
1. Term:
(a) Initial term: Seven (7) years, commencing on January 1, 1995.
(b) ▇▇▇▇▇ for additional three (3) years if neither party gives
notice at least 12-months before expiration of initial term.
(c) Except for notice of non-renewal and other rights of
termination specified in the Agreement, firm contract on both
sides (removing each party's rolling right of termination on
12-month notice).
2. Programmed Time Periods:
NBC will continue to provide programming intended to reach a broad
audience for all the time periods it currently programs, as such
time periods are set forth in the matrix attached as Exhibit A
hereto (the "Matrix")
3. C1earances:
(a) ▇▇▇▇ will clear all NBC programming in Prima Time, Daytime,
News and Late Night in the Live Time Periods (as defined
below) therefor throughout the term of the Agreement, except
as follows:
(i) Weekday Daytime (Monday to Friday 9 a.m. - 4 p.m.):
▇▇▇▇ will clear a third hour of NBC Weekday Daytime
programming by September 30, 1995. ▇▇▇▇ will thereafter
clear a fourth hour of NBC Weekday Daytime programming
at such time as ▇▇▇▇ fails to renew any hour of its
then-existing Weekday Daytime syndicated programming
contracts. ▇▇▇▇ will make reasonable efforts to
broadcast NBC's Weekday Daytime programming in the
sequence provided by NBC, but NBC acknowledges that ▇▇▇▇
may not be able to arrange such a schedule throughout
the term of the Agreement.
(ii) Saturday Daytime: ▇▇▇▇ will have no obligation to clear
any of NBC's "Teen Block" programming.
(iii) Late Night: ▇▇▇▇ will eliminate the currently-scheduled
half hour of local programming between LATE NIGHT WITH
▇▇▇▇▇ ▇'▇▇▇▇▇ and LATER WITH ▇▇▇▇ ▇▇▇▇▇▇▇ (or their
successor programs) no later than September 12, 1995.
Until the elimination of such local programming, ▇▇▇▇'▇
broadcast of LATER WITH ▇▇▇▇ ▇▇▇▇▇▇▇ (or any successor
program) will be deemed broadcast in the Live Time
Period therefor, notwithstanding the half hour delay. In
the event that ▇▇▇▇ is enjoined by a court of competent
jurisdiction from broadcasting LATE NIGHT WITH ▇▇▇▇▇
▇'▇▇▇▇▇ (or any successor program) at 12:35 a.m. during
the period ending September 12, 1995, ▇▇▇▇ will
broadcast such program at 1:05 a.m. and LATER WITH ▇▇▇▇
▇▇▇▇▇▇▇ (or any successor program) at 2:05 a.m. as of
the effective date of such injunction, and such
broadcast times will be deemed the Live Time Periods for
such programs. The parties agree that ▇▇▇▇'▇ broadcast
of all of NBC's Late Night programs will be restored to
the Live Time Periods therefor no later than September
12, 1995.
(iv) ▇▇▇▇ will have no obligation to clear any NBC
programming in a Live Time Period not included on the
Matrix.
"Live Time Period" shall mean the time period or periods as
specified by NBC for the broadcast of a program in the time
zone in which the Station is located.
(b) ▇▇▇▇ will clear all NBC Weekend Sports programming throughout
the term of the Agreement.
4. Preemptions:
(a) ▇▇▇▇ has the unqualified right to preempt NBC
programming for breaking news, including live coverage
of news events, it being understood that NBC will not
pay the regular network compensation and, in the case of
Prime Time preemptions, additional consideration payable
for the preempted program, but that such preemptions
shall not be treated as preemptions for purposes of
Paragraph 4(d) below.
(b) ▇▇▇▇ will have complete discretion on preemptions in
Prime Time up to a total of 20 hours per year in
addition to preemptions covered in Paragraphs 4(a) above
and 4(c) below.
(c) ▇▇▇▇ has the right to preempt NBC programming for
coverage of Oakland Athletics baseball games;
provided, however, that (i) ▇▇▇▇ agrees to televise no
more than fifty (50) regular season games and two (2)
pre-season games in any single season, (ii) ▇▇▇▇'▇
annual preemptions of NBC Prime Time programming for
coverage of A's baseball games will not exceed the sum
of ten (10) hours plus that number of additional hours
that ▇▇▇▇ elects to use for such purposes under
Paragraph 4(b) above, and (iii) ▇▇▇▇ and NBC will
regularly discuss the coordination of the scheduling of
A's baseball games and NBC programming in order to set
program priorities and reduce the impact of preemptions
of NBC programming by ▇▇▇▇, and ▇▇▇▇ will advise NBC of
the broadcast schedule of A's baseball games for each
season during the term hereof promptly after the
determination of each such schedule.
(d) In addition to any compensation and additional
consideration not payable by NBC hereunder, in the event
of any preemption in excess of any of the amounts
provided in Paragraphs 4(a), (b) and (c) above, NBC will
be entitled to and may withhold a sum equivalent to
NBC'S loss in net advertising revenues attributable to
▇▇▇▇'▇ failure to broadcast the program as scheduled by
NBC (the "Additional Sum"); provided, however, that (i)
for the first three hours of each of Prime Time
preemptions and non-Prime Time preemptions in excess of
such amounts, the Additional Sum will not exceed the
regular network compensation and, in the case of Prime
Time preemption, the additional consideration otherwise
payable for the preempted program, and (ii) for all
further hours of each of Prime Time preemptions and
non-Prime Time preemptions in excess of such amounts,
the Additional Sum will not exceed twice such regular
network compensation and, in the case of Prime Time
preemptions, the additional consideration. This
Paragraph 4(d) will apply to programs broadcast with the
consent of NBC outside their Live Time Period under
Paragraph 5(c) or Paragraph 1 of Exhibit B only to the
extent that NBC's loss in net advertising revenues
attributable to ▇▇▇▇'▇ failure to broadcast any such
program as scheduled by NBC is not offset by the
broadcast of the program outside its Live Time Period.
To the extent that the amounts payable by NBC to ▇▇▇▇
under the Agreement are at any time insufficient to
satisfy NBC'S rights under this Paragraph 4(d), ▇▇▇▇
will, upon NBC's written request, promptly pay NBC any
remaining amounts due hereunder.
(e) In the event NBC schedules any programming whose purpose
is the promotion of particular products or services
(e.g., "Treasure Island"), and ▇▇▇▇ preempts such
programming, NBC shall not pay the
regular network compensation, and, in the case of Prime
Time preemptions, additional consideration payable for
the preempted program, but such preemptions shall not be
treated as preemptions for purposes of Paragraph 4(d)
above.
5. Compensation:
(a) NBC will pay compensation to Chronicle throughout the
term of the Agreement for each NBC program broadcast by
▇▇▇▇ during either the Live Time Period therefor or such
other time period as may be permitted under Paragraph
3(a)(i) or Paragraph 3(a) (iii) above, irrespective of
whether regular network compensation is payable for such
program to other television stations affiliated with
NBC, at an hourly rate (the "Hourly Rate") which shall
be the product of ▇▇▇▇'▇ Network Station Rate of $2,725
and the Matrix Percentage for the applicable time period
or daypart set forth in the Matrix. It is understood
that throughout the term of the Agreement, unless
otherwise agreed by the parties, ▇▇▇▇'▇ Network Station
Rate will remain at $2,725 and the Matrix Percentage set
forth for each time period and daypart in the Matrix
will remain unchanged, notwithstanding any change in the
particular programming provided by NBC to ▇▇▇▇ during
such time period or daypart.
(b) Notwithstanding the foregoing, NBC shall not pay regular
network compensation for ▇▇▇▇'▇ broadcast of NBC's
coverage of the 1996 Summer Olympic Games and Olympic
Games in any other year during the term of this
Agreement after 1998, up to a total of sixty (60) hours
in Prime Time and one hundred thirty (130) hours in time
periods other than Prime Time for each Olympic Games
covered by NBC during the term hereof.
(c) NBC may withhold compensation for any NBC programs which
▇▇▇▇ does not broadcast during either the Live Time
Period therefor or such other time period as may be
permitted under Paragraph 3(a)(i) or Paragraph 3(a)
(iii) above; provided, however, that if NBC and ▇▇▇▇
mutually agree that ▇▇▇▇ may broadcast such program in a
time period other than its Live Time Period or such
other time period as may be permitted under Paragraph
3(a)(i) or Paragraph 3(a)(iii) above, NBC will pay
Chronicle compensation at the Hourly Rate set forth in
the Matrix for the time period in which it is actually
broadcast or, if there is no Hourly Rate set forth in
the Matrix for such time period, NBC shall pay ▇▇▇▇ such
amount as NBC shall agree upon prior to such broadcast.
Nothing in this Paragraph 5(c) shall entitle NBC to
withhold compensation
otherwise payable to Chronicle under Paragraph 5(a)
above.
(d) In addition to the compensation otherwise payable under
this Paragraph 5, with respect to any NBC network
sponsored program broadcast by ▇▇▇▇ during the Live Time
Period therefor for which no Matrix Percentage is set
forth in the Matrix, NBC will pay Chronicle such amount
as NBC shall agree upon prior to such broadcast.
(e) On or about the fifteenth day of the last month of each
calendar quarter during the term hereof, subject to the
timely receipt of such reports as NBC may reasonably
request covering the broadcast by ▇▇▇▇ of programs
provided by NBC hereunder, NBC will pay Chronicle, by
electronic transfer or such other means as NBC
determines, an estimate of the amounts due under this
Paragraph 5 and Exhibit B for such calendar quarter.
Such payment will be accompanied by a report showing the
details of the calculation of the amounts paid. NBC will
make the appropriate adjustment for the payment actually
due for such calendar quarter in the payment of the
estimated amount due for the next calendar quarter.
(f) From the amounts otherwise payable to Chronicle
hereunder, NBC will deduct for each week during each
calendar quarter during the term hereof a sum equal to
217% of ▇▇▇▇'▇ Network Station Rate (the "Waiver
Amount"). NBC may make other deductions from the
amounts otherwise payable to Chronicle hereunder for
additional services made available by NBC and utilized
by ▇▇▇▇ such as, but not limited to, News Channel, and
for the so-called Olympic Games contribution; provided,
however, that Chronicle may elect at any time to pay any
such amount directly to NBC or to terminate any such
arrangement and thereupon terminate the applicable
deduction.
(g) Notwithstanding that any part of the Agreement may be
determined at any time to be illegal, invalid, void,
voidable or otherwise unenforceable, NBC will continue
to pay Chronicle compensation as provided hereunder for
so long as ▇▇▇▇ continues to broadcast NBC programming
as provided herein, or for the balance of the term of
the Agreement if NBC prevents such continued broadcast
by ▇▇▇▇ on the basis of any such determination.
6. Additional Consideration:
In addition to compensation payable to Chronicle pursuant to
Paragraph 5 above, in consideration of
Chronicle's entering into this Agreement and ▇▇▇▇'▇
performance of its obligations hereunder, NBC will pay
Chronicle as additional consideration the Additional Payment
Amounts set forth on Exhibit B attached hereto.
Notwithstanding that any part of the Agreement may be
determined at any time to be illegal, invalid, void, voidable
or otherwise unenforceable, NBC will continue to pay Chronicle
such additional consideration for so long as ▇▇▇▇ continues to
broadcast NBC programming as provided herein, or for the
balance of the term of the Agreement if NBC prevents such
continued broadcast by ▇▇▇▇ on the basis of any such
determination.
7. Local Inventory:
NBC agrees that the format of local avails in its regularly
scheduled programming will continue during the term of the
Agreement or be offset with a comparable economic benefit to
▇▇▇▇. ▇▇▇▇ may continue to cover the two (2) 30-second NBC
promotional spots in Prime Time per day that ▇▇▇▇ currently
uses for local inventory, provided ▇▇▇▇ provides NBC a minimum
of four thousand (4,000) Gross Rating Points (GRP's) per year
for Prime Time promotion.
8. Right of First Negotiation:
Chronicle will have the right of first negotiation with
respect to any new NBC over-the-air broadcast venture (whether
or not involving the transmission of television programs, but
excluding any acquisition of an ownership interest in any
broadcast television station) which requires participation on
a financial or operating basis of a Third Party (i.e., a party
other than a parent, subsidiary or affiliated entity of NBC.,
Inc.) within Chronicle's community of license. If Chronicle
has the technical facilities to participate in such venture as
proposed by NBC, and NBC and Chronicle do not reach agreement
regarding Chronicle's participation in such venture, NBC will
not enter into any similar agreement with another Third Party
within ▇▇▇▇'▇ community of license on financial terms more
advantageous than those offered to Chronicle.
9. Assignment:
(a) Chronicle will immediately notify NBC in writing if any
application is made to the FCC pertaining to an
assignment or transfer of control of ▇▇▇▇'▇ license, or
any interest therein.
(b) To the extent this Agreement pertains to ▇▇▇▇, the
Agreement may be assigned by Chronicle, whereupon
Chronicle shall be relieved of its obligations hereunder
pertaining to ▇▇▇▇, if the assignment is made in
conjunction with a transfer of television station ▇▇▇▇
and its license to another
corporation controlled by, or under common control with,
Chronicle; provided that (i) the assignee agrees in
writing to assume and be bound by all terms and
conditions of the Agreement pertaining to ▇▇▇▇, and (ii)
a copy of such writing is delivered to NBC.
(c) To the extent this Agreement pertains to ▇▇▇▇, the
Agreement may otherwise be assigned by Chronicle,
subject to NBC's prior written consent, which consent
shall not be unreasonably withheld or delayed, whereupon
Chronicle shall be relieved of its obligations hereunder
pertaining to ▇▇▇▇; provided that (i) if NBC withholds
its consent, it must give written notice thereof to
Chronicle within thirty (30) days after delivery to it
of the notice required under Paragraph 9(a) above,
setting forth in detail the reasons for Its withholding
of such consent; (ii) NBC shall be deemed to have
unreasonably withheld its consent if it withholds
consent for any reason other than the fact that (w) the
assignee does not have senior management with experience
in television broadcasting, (x) the assignee does not
have the financial ability or resources to operate ▇▇▇▇,
(y) the assignee or any individual member of senior
management or controlling individual is generally
considered to be of disreputable character, or (z) the
assignee expresses its intent to make changes in the
Station's operations that are reasonably likely to
result in NBC's right of termination as provided in
subparagraph (iv) below; (iii) the assignee agrees in
writing, a copy of which shall be delivered to NBC, to
assume and be bound by all terms and conditions of the
Agreement pertaining to ▇▇▇▇ for the balance of the term
of the Agreement or twelve (12) months, whichever is
longer, and (iv) NBC may terminate the Agreement if,
absent agreement to the contrary with NBC, the assignee
(A) does not thereafter maintain a news operation that
includes the regularly scheduled broadcast of a local
news program not less than thirty (3O) minutes in length
immediately preceding the TODAY Show, NBC NIGHTLY NEWS,
and the TONIGHT Show or (B) thereafter changes its
broadcast schedule in a way that materially changes
▇▇▇▇'▇ audience delivery.
10. Non-Duplication:
(a) ▇▇▇▇ shall have the right to invoke protection against
duplication of NBC network programming within the
thirty-five (35) mile areas surrounding each of the
cities of San Francisco, Oakland and San Jose,
California as follows: (i) for NBC programming broadcast
by ▇▇▇▇ on the Live Time period therefor, for a period
beginning one hour
before the start of such programming and ending one hour
after the end of such programming, and (ii) for NBC
programming broadcast by ▇▇▇▇ in a time period other
than the Live Time Period therefor, for the period
simultaneous with such broadcast.
(b) The geographic extent of retransmission consent shall
remain unchanged; provided, however, if KSBW either (1)
fails to obtain and maintain must carry status in any
portion of Santa ▇▇▇▇▇ County or (ii) is no longer
affiliated with NBC, the parties shall negotiate in good
faith, subject to any then applicable rules and
regulations of the FCC, the grants to ▇▇▇▇ of exclusive
retransmission consent rights to all of Santa ▇▇▇▇▇
County.
11. Press Releases and Public Announcements:
Neither the management of ▇▇▇▇ nor the management of NBC will
issue any press release or make any other announcement to the
public concerning any of the provisions of the Agreement
without the other party's prior written consent.
12. Amendment
The Agreement may be amended only by a writing that is signed
by both parties hereto.
13. Other Provisions:
This Term Sheet is a binding obligation of each of the parties
hereto. The parties contemplate a long-form agreement that
will incorporate these and other consistent terms and which is
intended to establish an affiliate-network relationship that
places commensurate obligations upon and provides commensurate
benefits to each party. All references in this Term Sheet to
the Agreement are intended to refer to, and include, this Term
Sheet as well.
B. WOWT
NBC will enter into a new agreement with WOWT in Omaha on the same
terms and conditions as the agreement with ▇▇▇▇, except as follows:
(a) The provisions regarding the clearance of Late Night in
Paragraph 3(a)(iii) above would be modified to provide that
WOWT will end any existing delays of NBC's Late Night
programming by January 1, 1996;
(b) Under Paragraph 4(b) above, would have complete discretion
on preemptions in Prime Time up to a total of thirty-five
(35) hours during 1995, thirty-four (34) hours during 1996,
thirty-three (33) hours during 1997,
thirty-two (32) hours during 1998, thirty-one (31) hours
during 1999, thirty (30) hours during 2000, and twenty-nine
(29) hours during 2001; and for preemptions due to WOWT's
sports programming outside Prime Time up to a total of ten
(10) hours per calendar year;
(c) The provisions regarding Oakland Athletics baseball games in
Paragraph 4(c) above would be deleted;
(d) The provisions regarding compensation in Paragraphs 5(a), (b)
and (d) above would be deleted and the following provisions
would be added: (i) WOWT's Network Station Rate will remain at
the 1994 level, subject to NBC's customary right of review;
(ii) WOWT's Compensation Matrix may be modified during the
term of the Agreement only as agreed between NBC and Chronicle
or as approved by the NBC Affiliate Board; and (iii) NBC will
pay compensation to WOWT for each NBC program broadcast by
WOWT during the Live Time Period therefor for which
compensation is payable;
(e) The right to cover NBC promotion spots in Paragraph 7 above
would be deleted; and
(f) The geographic area within which WOWT may invoke protection
against duplication of NBC network programming would remain
unchanged from that set forth in WOWT's current
non-duplication amendment to its affiliation agreement, and
the geographic extent of retransmission consent shall remain
unchanged from that set forth in WOWT's current affiliation
agreement; provided, however, if at any time during the term
of the Agreement, the same NBC programming offered to and
accepted by WOWT shall be distributed by another broadcast
station or a multichannel video provider serving Lancaster
County, other than through the retransmission of WOWT's
signal, the amount of Prime Time preemptions for which WOWT
would have complete discretion pursuant to Paragraph B(b)
above would be increased by twelve (12 hours or a prorated
portion thereof for each year following the commencement of
such distribution.
It is understood that, to the extent this Agreement pertains to WOWT, Chronicle
may assign this Agreement under the same terms and conditions as apply to ▇▇▇▇
under Paragraph 9 above.
NBC: /s/ [ILLEGIBLE]
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THE CHRONICLE PUBLISHING COMPANY: /s/ ▇▇▇▇ ▇. ▇▇▇▇
-----------------------------------
Date: December 6, 1994
EXHIBIT A
REGULAR NBC COMPENSATION SCHEDULE
BY DAYPART AND CURRENT PROGRAM
DAYPART DAY TIME MATRIX APPR0X. HOURLY
------- --- ---- ------ --------------
Current Program PERIOD PCT. COMPENSATION
------ ---- ------------
RATES ($2725 x
--------------
MATRIX PCT.)
------------
----------------------------------------------------------------------------------------------
PRIME TIME Mon-Sat 8p-11p
Various Sun 7p-11p 30% $817.50
DAYTIME Mon-Fri 9a-4p 11.17% 304.38
Various (4hrs/day)
Inside Stuff Sat 5a-5:30a 7.98% 214.73
NEWS
Nightly News Mon-Fri 5:30p-6p 0 0
Sat/Sun 5:30p-6p 10% 272.50
Sunrise Mon-Fri 5:30a-6a 0 0
Today Show Mon-Fri 7a-9a 0 0
Sat 6a-8a 0 0
Sun 6-7a 0 0
Meet the Press Sun 7a-8a 10.5% 286.13
LATE NIGHT
Tonight Show Mon-Fri 11:35p-12:35a 7.5% 204.38
Late Night Mon-Fri 12:35a-1:35a 10.25% 279.31
Later Mon-Thurs 1:35a-2:05a 4% 109.00
FNV Fri 1:35a-2:35a 4.75% 129.44
SNL Sat 11:30p-1a 6.67% 181.76
SPORTS
NBA Mostly Sat/Sun TBA 10.5% 286.13*
NFL Sunday TBA 0 0
MLB Various TBA 0 0
Bowl Games New Year's Day TBA 0 0
* per program season game only; otherwise -0-
EXHIBIT B
In consideration of Chronicle's entering in this Agreement and each
Station's performance of its obligations hereunder, NBC agrees to pay Chronicle,
for each Station for each calendar quarter during the term of the Agreement, an
Additional Payment Amount as calculated herein.
1. The "Additional Payment Amount" for each station for each calendar
quarter shall equal to the product of (a) the number of hours of NBC Prime Time
programming broadcast during the Live Time Period therefor by the Station during
such calendar quarter, except for up to sixty (60) hours of NBC Prime Time
coverage of the 1996 Summer Olympics and each other Olympic Games covered by NBC
after 1998, multiplied by (b) the Station's Gross Additional Consideration per
Hour (as defined below). If NBC and the Station mutually agree that the Station
may broadcast an NBC Prime Time program in a time period other than Prime Time,
the Station's Additional Payment Amount shall also include an amount equal to
the product of (c) the number of hours of such program, multiplied by (d) the
Gross Additional Consideration per Hour, multiplied by (e) a fraction whose,
numerator is the Matrix Percentage set forth in the Matrix attached as Exhibit A
hereto for the time period in which the program is broadcast by the Station (or,
if there is no Matrix Percentage for such time period, such percentage as the
parties may agree upon prior to the broadcast) and whose denominator is 30
percent.
2. The "Gross Additional Consideration per Hour" for each Station for each
year shall be calculated by dividing (a) the Cross Additional Consideration (as
defined below) for the Station for such year by (b) 1,144 hours less the total
number of hours of Prime Time preemptions permitted to the Station for such year
pursuant to Paragraphs 4(b) and (c) of the Agreement.
3. The "Gross Additional Consideration" for ▇▇▇▇ for 1995 shall be the
difference between (a) $7,250,000 and (b) the amount of regular network
compensation, net of the Waiver Amount (as set forth in Paragraph 5(f) of the
Agreement), that would be payable to Chronicle if calculated on the basis of the
applicable Hourly Rates as provided in Paragraph 5(a) of the Agreement and
▇▇▇▇'▇ agreed clearance levels of NBC programming for 1995, giving effect to
all preemptions permitted under Paragraphs 4(b) and (c) of the Agreement. The
Gross Additional Consideration for ▇▇▇▇ for each year after 1995 shall be the
difference between (c) $8,150,000 and (d) the amount of regular network
compensation, net of the Waiver Amount, that would be payable to ▇▇▇▇ if
calculated on the basis of the applicable Hourly Rates and ▇▇▇▇'▇ agreed
clearance levels of NBC programming for such year, giving effect to all
preemptions permitted under Paragraphs 4(b) and (c) of the Agreement. (For 1996
and other years in which there are broadcasts of Olympic Games for which
compensation is not payable, to the extent that such broadcasts are in the time
periods that ▇▇▇▇ is required to clear, such programs will be treated as if they
are compensable at the rates set forth in the Matrix for purposes of calculating
the amount of ▇▇▇▇'▇
compensation pursuant to the foregoing clause (d) of this Paragraph 3.) The
estimated regular network compensation under clauses (b) and (d) above shall be
determined by the parties during the first two months of each calendar year
following the release of the Oakland A's baseball schedule and ▇▇▇▇'▇ decision
as to the probable dates of the fifty-two (52) games to be broadcast. For
purposes of this Paragraph 3, each A's baseball game to be broadcast outside of
Prime Time shall be deemed to be three and one-half (3-1/2) hours in duration.
The Gross Additional Consideration for WOWT shall be $250,000 for 1995, and
$350,000 for each year after 1995.
The Additional Payment Amount for each Station shall be paid to Chronicle
quarterly at the time regular network compensation is a payable.
[LETTERHEAD OF NBC TV NETWORK]
December 6, 1994
The Chronicle Publishing Company
Attention: ▇▇▇▇ ▇. ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Gentlemen:
Reference is herein made to that certain Term Sheet for ▇▇▇▇-TV and
WOWT-TV (the "Term Sheet"), executed and delivered on this date by The Chronicle
Publishing Company ("Chronicle") and the NBC Television Network ("NBC") and to
the Agreement contemplated by Paragraph 13 thereof (the "Agreement"). This
letter agreement is a binding obligation of the parties hereto that is separate
from, and independent of, the Term Sheet and Agreement.
In consideration of Chronicle's entering into this letter agreement and
the Term Sheet, and for other good and valuable consideration receipt of which
is hereby acknowledged, NBC agrees that, notwithstanding that any part of the
Term Sheet or the Agreement may be determined at any time to be illegal,
invalid, void, voidable or otherwise unenforceable, NBC shall continue to make
all payments of Compensation and Additional Payment Amounts (as those terms are
used or defined in the Term Sheet) attributable to ▇▇▇▇, determined in the same
manner as under the Term Sheet, for so long as ▇▇▇▇ continues to broadcast NBC
programming as provided in the Term Sheet, or for the balance of the term
specified in Paragraph 1 of the Term Sheet if NBC prevents such continued
broadcast by ▇▇▇▇ on the basis of any such determination, and shall continue to
make all payments of Compensation and Additional Payment Amounts attributable to
WOWT, determined in the same manner as under the Term Sheet, for so long as WOWT
continues to broadcast NBC programming as provided in the Term Sheet, or for the
balance of the term of the Term Sheet if NBC prevents such continued broadcast
by WOWT on the basis of any such determination.
If the foregoing correctly reflects your understanding of this matter,
please confirm by dating, signing and returning to me the enclosed copy of this
letter agreement.
Sincerely,
NBC TELEVISION NETWORK
By /s/ [ILLEGIBLE]
-----------------------------
CONFIRMED this 6th day of December 1994
THE CHRONICLE PUBLISHING COMPANY,
a Nevada corporation
By /s/ ▇▇▇▇ ▇. ▇▇▇▇
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