Fox Broadcasting Affiliation Agreement - WFXG

Exhibit 10.18


FOX BROADCASTING COMPANY


STATION AFFILIATION AGREEMENT


April 20, 2001


Fisher Broadcasting-Georgia, LLC WFXG-TV 3933 Washington Road Augusta, GA 30907


Attention: General Manager


This sets forth the terms and conditions of the agreement between Fox Broadcasting Company ("Fox"), on behalf of itself, Fox Children's Network, Inc. ("FCN") and Fox News Network, L.L.C. ("FNN"), and Fisher Broadcasting-Georgia, LLC ("Licensee"), for the carriage of programming over the facilities of Licensee's television station WFXG ("Station"). As used in this Agreement, the terms "program," "programming" and "Fox programming" and any derivations thereof shall mean, unless specifically indicated otherwise, the programming of Fox and the programming of FCN, and all terms of this Agreement shall apply to both.


1. Fox Programming


Fox will deliver to the Station for free over-the-air television broadcasting, programming which Fox and FCN make available to Station for broadcasting in the community to which Station is presently licensed by the FCC, which is Augusta, GA. The selection, scheduling, substitution and withdrawal of any program or portion thereof shall at all times remain within Fox's sole discretion and control. Licensee shall not and shall not authorize others to broadcast or otherwise use any program (or part thereof) or other material supplied by Fox except as specified in this Agreement, and without limiting the foregoing, Station may broadcast Fox programming only: (i) as scheduled by Fox, (ii) over Station's facilities in the Community specified above in this Paragraph 1 ("Station's Community"), and (iii) by free over-the-air television broadcasting.


2. Delivery


Fox will transmit the programming hereunder by satellite and shall keep Licensee apprised of both the satellite and transponder being used for that transmission. Any and all costs of whatever kind that Station incurs to pickup the programming from the satellite and rebroadcast it shall be the sole responsibility of Licensee.


3. Carriage & Preemption


(a) (1) On the dates and at the times scheduled by Fox, Licensee agrees
to broadcast over Station's facilities in its entirety, in the
form transmitted by Fox, without interruption, deletion,
compression, addition, squeezing, alteration or other changes
(except for adding Licensee's commercial announcements to the
extent permitted by this Agreement) the Fox signal,


and all the program-related Fox content contained therein,
delivered by Fox to Station during Programmed Time Periods and
New Programmed Time Periods in accordance with this Agreement,
including without limitation, all Fox programs (including without
limitation, all commercial announcements, Fox i.d.'s, and Fox
promos and credits) and all other material, information and
program-related data included by Fox in the Fox signal.


(2) Without limitation of subparagraph (1) immediately above, Station
must not, in retransmitting the Fox signal, degrade or reduce the
quality of the signal's video, audio and other program-related
components, and (without limitation to the foregoing provisions
of this sentence) Station must, with regard to digital
television: (i) retransmit the Fox signal to deliver video and
audio of a quality equal to that of the Fox signal's video and
audio if viewed and heard at the point the signal is delivered to
Station, and (ii) with respect to all program-related components
of the signal other than the video and audio, retransmit the Fox
signal at not less than the number of megabits per second
specified by Fox for the applicable Fox content.


(b) Fox commits to supply sufficient programming throughout the term of
this Agreement for the hours presently programmed by it (the
"Programmed Time Periods"), which Programmed Time Periods are as
follows (for programming other than FCN and Daytime programming,
the specified times apply for the Eastern or Pacific Time Zones, and
the Mountain and Central Time Zones are one hour earlier; for FCN and
Daytime programming, the specified times apply to all Time Zones,
unless Fox agrees otherwise):


Daytime: 9-10 A.M. Monday thru Friday and Sunday


Prime Time: 7-10 P.M. Sunday
8-10 P.M. Monday thru Saturday


Late Night: 11 P.M.-12:00 A.M. Monday thru Saturday


FCN: 7:00 A.M.-8:00 A.M. Monday thru Friday
3:00 P.M.-5:00 P.M. Monday thru Friday
8:00 A.M.-12:00 Noon Saturday


Weekend, Allstar &
Post Season Sports: As scheduled for Station by Fox, including
pre-game and post-game shows.


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Subject to the preemption rights in Paragraph 11 below, Licensee shall
broadcast over Station for the term of this Agreement, during the
Programmed Time Periods, all Fox programming specified by Fox, except
to the extent that Licensee is broadcasting programming pursuant to
(and within the specific limits of) a commitment expressly set forth
on Exhibit A (for non-sports programming) or Exhibit B (for sports
programming) to this Agreement (but not including any extension or
renewal of such commitment by option extension or otherwise). If any
Fox programming is not broadcast in its Programmed Time Period due to
any such commitment, Licensee shall broadcast that Fox programming in
the "make good" time period specified in Exhibit A or B, as
applicable.


(c) Without limiting subparagraph (b) above, each time that Licensee for
any reason fails to (or advises Fox it will not) telecast any Fox
programming as provided for in this Agreement, then upon Fox's
request, Licensee shall telecast that programming (or replacement
programming selected by Fox) and the commercial announcements
contained in it, in a substitute time period that is within the same
A.C. Nielsen broadcast ratings week as, and that is of a quality and
rating value as nearly as possible equal to that of, the time period
during which the programming was not telecast. Licensee shall give Fox
at least 72 hours advance notice that it intends not to broadcast any
Fox programming and in such notice shall identify the substitute time
period that Licensee selects, which time period shall be subject to
Fox's prior approval. Notwithstanding anything to the contrary in this
Agreement, if Licensee does not fully comply with the foregoing, then,
without limitation to any other rights of Fox under this Agreement or
otherwise, Fox shall have the right to license the broadcast rights to
the applicable omitted programming (or replacement programming) to
another television station located in Station's Community. In addition
to the foregoing, with respect to programming for broadcast within the
New Programmed Time Periods (as defined in subparagraph 3(e) below),
Fox will provide Licensee with a minimum of six months notice for each
program addition, and Licensee shall be required to advise Fox within
ten days of receiving notification if Licensee does not wish to
televise said programming as scheduled by Fox. If Licensee refuses to
broadcast any program within a New Programmed Time Period for any
reason other than (i) a program conflict specified in subparagraph
3(e) below, or (ii) those specified in Paragraph 11 below, then Fox
shall have the right to terminate this Agreement upon six months prior
notice to Licensee.


(d) Under this Agreement, an "Approved Preemption" shall mean: any failure
to broadcast due to force majeure under Paragraph 7 below, any
preemption permitted by Exhibit A or B hereto that is "made good" in
accordance therewith and any preemption permitted by Paragraph 11
below. Any other preemption or failure to broadcast any Fox
programming is an "Unauthorized Preemption" and without limiting any
other rights of Fox under this Agreement or otherwise, if


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within any 12-month period during the term of this Agreement, Station
makes three (3) or more Unauthorized Preemptions of any Fox
programming (or Licensee or Station states, either in general or
specific terms, that Station intends to make such Unauthorized
Preemptions or Fox reasonably concludes, based upon Licensee's or
Station's actions or otherwise, that such Unauthorized Preemptions
will occur), Fox may, upon 30 days prior written notice to Licensee,
elect to either: (1) terminate Station's right to broadcast any one or
more series or other Fox programs, as Fox shall elect, and, to the
extent and for the period(s) that Fox elects, thereafter license the
broadcast rights to the applicable series or other Fox programs to any
other television station or stations located in Station's Community,
or (2) terminate this Agreement.


(e) Licensee shall broadcast over Station's facilities all Fox programming
to be offered during time periods not presently programmed by Fox
("New Programmed Time Periods"), subject to Fox providing to Licensee
at least six months notice prior to delivering any additional
programming within these time periods. Furthermore, if Licensee has
entered into any agreement(s) prior to an announcement by Fox to
program a specific time period and the agreement(s) is (are) for
barter programming that Licensee is required by the terms of the
agreement(s) to broadcast during a New Programmed Time Period, then
Licensee shall not be required to broadcast the new Fox programming
within the same time period, and the provisions of subparagraph 3(c)
of this Agreement shall govern; provided, however, in any such
instance(s) Licensee agrees not to renew or otherwise extend its
rights to broadcast such conflicting programming within a New
Programmed Time Period.


(f) Commencing seven days from each request by Fox to Licensee for such
negotiation, Licensee and Fox will negotiate in good faith for a
period of 60 days in connection with Licensee's transmission or
retransmission of Fox programs or other data, information or content
(or any combination of the foregoing) using Station's digital
broadcast spectrum or signal capacity other than as provided for under
subparagraph 3(a) above (the "New Plan"), which use will not commence
earlier than six months from the date of such request. If Fox and
Licensee are unable to agree on the New Plan within the 60-day
negotiation period, Fox will have the right at any time to terminate
this Agreement on six months prior notice to Licensee.


4. Promotion


(a) Fox will provide Licensee with on-air promotional announcements, which
may be for any Fox programming ("Fox Promos"), including without
limitation, any FCN programming, for broadcast in Station's non-Fox
programming. Licensee shall use its good faith, best efforts to
provide an on-air promotional schedule


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consistent with Fox's recommendations and in coordination with Fox,
and to budget Station's annual advertising funds so as to enable
Station to participate, on a year-round basis, in Fox's "co-op"
advertising plan. Without limitation to the foregoing, in each
instance, if any, that Fox determines that Station's "Sweeps Rating"
(as defined below) is below the average Sweeps Rating for all Fox
affiliated stations, then Station shall be deemed to be "Performing
Below Average" and shall, within 15 days of Fox giving Licensee
written notice thereof, commence full compliance with the following:
(1) Station shall not broadcast, during each one-half hour of all
periods that Station is not broadcasting Fox programming (the "Non-Fox
Time Periods"), less than one (1) thirty (30) second promotional
announcement (or promotional announcements aggregating 30 seconds, to
the extent Fox so elects) for Station's local, syndicated or Fox
programming, and (2) during all Non-Fox Time Periods, Licensee shall
broadcast Fox Promos for not less than 45% of 100% (the "Applicable
Percentage") of the total, aggregate "gross ratings points" for all
the promotional announcements broadcast by Licensee ("Aggregate
Promotional GRP's") within the Non-Fox Time Periods (the specific Fox
Promos broadcast by Licensee and number of broadcasts of each Fox
Promo shall be, to the extent Fox elects, as specified by Fox, and the
broadcasts of the Fox Promos shall be made so that the GRP's allocated
thereto are distributed fairly and reasonably across the Non-Fox Time
Periods); provided, however, that if Station's Sweeps Rating ranks
Station within the bottom 50% (ranked highest to lowest) of those Fox
affiliated stations that are Performing Below Average, then the
Applicable Percentage for Station shall be not less than 55% of 100%
of said Aggregate Promotional GRP's. Licensee's full compliance with
the immediately foregoing sentence shall continue until Licensee is no
longer Performing Below Average, as determined by the most recent
Sweeps Rating. For purposes hereof, the "Sweeps Rating" shall mean for
each station the average A.C. Nielsen rating for the most-current
completed "sweeps" period for Adults 18-49 for all prime time hours
programmed by Fox. Licensee agrees to maintain complete and accurate
records of all promotional announcements broadcast as provided herein.
Within two (2) weeks following each request by Fox therefor, Licensee
will submit copies of all such records to Fox. Notwithstanding
anything to the c ...