Alternative Blanket License

LOCAL STATION ALTERNATIVE BLANKET TELEVISION LICENSE

AGREEMENT made between AMERICAN SOCIETY OF COMPOSERS,

AUTHORS AND PUBLISHERS (“SOCIETY”) and ____________________________

(“LICENSEE”) as follows:

1. Term and Scope of License

A. SOCIETY grants to LICENSEE and LICENSEE accepts for a period

commencing as of __________________ (the “Effective Date”) and ending December 31, 2016

(the “Term”), a Through-to-the-Audience License to perform publicly all musical works

heretofore copyrighted, composed or written by the members of SOCIETY and now or hereafter

during the term hereof in the repertory of SOCIETY, or hereafter during the term hereof

copyrighted, composed or written by such members of SOCIETY, or of which SOCIETY shall

have the right to license such performing rights:

(1) by Television Broadcasting in the United States, and its territories,

commonwealth and possessions, as part of LICENSEE’s Non-Network Television Programs and

Non-Network Announcements from television station ___________________ (“STATION”),

Main Channel ________ (“Main Channel”), located at _________________________, ____,

with FCC Facility ID _____; and including any associated digital multicast channel(s).

(2) by streaming on STATION Web Sites.

(3) by transmitting or causing to be transmitted, directly or indirectly,

STATION-supplied programming via mobile, wireless, and any other digital platforms,

regardless of the device through which viewers access the performances.

B. In the event that STATION airs Locally-Produced Television Programs,

and such Programs also appear on one or more additional stations (which Programs for purposes

of this Agreement would not be considered Locally-Produced Television Programs for the

additional station(s)), only the STATION may retransmit music in SOCIETY’s repertory

contained in such Programs in the manner described in Subparagraphs 1.A.(2) above, while the

additional station(s) may not.

C. The license granted herein does not cover transmissions on a STATION

Web Site of music in SOCIETY’s repertory where members of the public are charged a fee by

STATION for the right to access such transmissions. Such transmissions shall be subject to

appropriate separate licensing. Notwithstanding the foregoing, the fact that STATION may

charge members of the public for access to discrete areas of a STATION Web Site other than

those areas containing performances licensed hereunder shall not limit the scope of coverage of

this license.

D. (1) This license does not extend to or include the public performance by

Television Broadcasting or otherwise of any rendition or performance of (a) any opera, operetta,

musical comedy, play or like production, as such, in whole or in part, or (b) any composition

from any opera, operetta, musical comedy, play or like production (whether or not such opera,

operetta, musical comedy, play or like production was presented on the stage or in motion

picture form) in a manner which recreates the performance of such composition with

substantially such distinctive scenery or costume as was used in the presentation of such opera,

operetta, musical comedy, play or like production (whether or not such opera, operetta, musical

comedy, play or like production was presented on the stage or in motion picture form); provided,

however, that the rights granted to LICENSEE under this Agreement shall be deemed to include

a grant of the right to make non-dramatic performances of compositions licensed hereunder by

Television Broadcasting or otherwise of a motion picture containing such compositions if the

rights in such motion picture other than those licensed under this Agreement have been obtained

from the parties in interest.

(2) Nothing herein contained shall be deemed to license the public

performance by Television Broadcasting or otherwise of dramatic performances. Any

performance of a separate musical composition that is not a dramatic performance, as defined

herein, shall be deemed to be a non-dramatic performance. For purposes of this Agreement, a

dramatic performance shall mean a performance of a musical composition as part of a television

Program in which there is a definite plot depicted by action and where the performance of the

musical composition is woven into and carries forward the plot and its accompanying action. The

use of dialogue to establish a mere Program format or the use of any non-dramatic device merely

to introduce a performance of a composition shall not be deemed to make such performance

dramatic. For purposes of this Agreement, performances of compositions in music videos shall

be construed as non-dramatic performances.

E. The performances licensed hereunder may originate at STATION or at

any other place whether or not such other place is licensed to perform publicly the compositions

licensed hereunder, regardless of the manner, means, or method of such origination; but nothing

herein contained shall be deemed to grant a license to such place itself (or to the parties

responsible for the performance therein) for the public performance in such place of any such

compositions.

F. Except as expressly herein otherwise provided, nothing herein contained

shall be construed as authorizing LICENSEE to grant to others any right to reproduce or perform

publicly by any means, method or process whatsoever, any of the musical compositions licensed

hereunder or as authorizing any receiver of any television broadcast to perform publicly or

reproduce the same, by any means, method or process whatsoever.

G. This Agreement expressly incorporates, and SOCIETY and LICENSEE

agree to be bound by, the provisions of the letter agreement, dated July 27, 2012, between

SOCIETY and TELEVISION MUSIC LICENSE COMMITTEE (“COMMITTEE”), a copy of

which is attached hereto as Exhibit A.

2. Definitions

For purposes of this Agreement only:

A. “Affiliated Station” means any Television Broadcasting station in the

United States and its territories that regularly broadcasts Programs transmitted by a television

network licensed by SOCIETY during the term hereof.

B. “Announcement” means any commercial, promotional, or public service

announcement (exclusive of program-length “infomercials” of greater duration than 120

seconds), or any producer’s or distributor’s logo.

C. “ASCAP Consent Decree” means the Second Amended Final Judgment,

or any successor decree, in United States v. ASCAP, S.D.N.Y. 41-1395 (WCC).

D. “Blanket License Fee” means the blanket license fee for the STATION

for an applicable License Year as determined by COMMITTEE and calculated pursuant to the

methodology set forth in Exhibit B hereto.

E. “COMMITTEE” means the Television Music License Committee, LLC,

a limited liability corporation organized under the laws of the State of New York, which is duly

authorized to represent local television stations in music licensing matters.

F. “Data Period” means, for any applicable License Year, the twelve-month

period commencing on July 1 and expiring on June 30 immediately preceding such License

Year.

G. “Data Provider” means Gracenote, Inc., the media monitoring subsidiary

of Tribune Media Company, and any successor in interest to all or a controlling share of its

equity or assets, or such other similar program reporting service as ASCAP and the TMLC may

hereafter agree to use in place of Gracenote, Inc.

H. “Data Reports” means the reports of Programs broadcast on STATION’s

Main Channel that are supplied by the Data Provider. “Data Reports” shall include information

necessary to enable the calculation of the LNSPA Fraction (as defined below).

I. “License Year” means each calendar year period during the Term. For

purposes of this Agreement, the period commencing on the Effective Date and continuing

through and including the following December 31 shall be deemed a License Year.

J. “LMA OPERATOR” means any person, firm or corporation not under

the same or substantially the same ownership, management or control as LICENSEE with whom

LICENSEE has entered into a Local Marketing Agreement.

K. “LNSPA Fraction” for any applicable License Year means a fraction, the

numerator of which shall be fifty percent (50%) of the total minutes of LNSPA Programs that are

broadcast on LICENSEE’s Main Channel during the Data Period for such License Year and the

denominator of which shall be the total minutes of Non-Network Television Programs broadcast

on LICENSEE’s Main Channel during such Data Period. For the avoidance of doubt, the LNSPA

Fraction shall be determined by SOCIETY based on Data Reports.

L. “LNSPA Program” means any Locally-Produced Television Program

that is a News Program, Public Affairs Program or Sports Program (all as defined below).

M. “Local Marketing Agreement” means any arrangement between

LICENSEE and an LMA OPERATOR that:

(1) authorizes the resale by an LMA OPERATOR of the use of the

Television Broadcasting facilities of STATION;

(2) permits an LMA OPERATOR to provide Programs for all or

substantially all of the time STATION is on the air;

(3) provides for the sale by an LMA OPERATOR of all or

substantially all Announcements broadcast on STATION; and

(4) provides that LMA OPERATOR will assume responsibility for the

payment of license fees.

N. “Locally-Produced Television Program” means any Non-Network

Television Program produced by, or expressly for, LICENSEE.

O. “Monthly Blanket License Fee” means LICENSEE’s blanket license fee

for the STATION for any calendar month during an applicable License Year, calculated as (1)

one-twelfth (1/12) of the Blanket License Fee for such License Year or (2) $45.00, whichever is

greater.

P. “Network Announcement” means any Announcement transmitted by a

television network licensed by SOCIETY at the time such Announcement is broadcast on the

network, and broadcast simultaneously or by so-called “delayed” or “repeat” broadcasts

(sometimes known as “rebroadcasts”) over two or more Affiliated Stations of that network.

Q. “Network Television Program” means any Program, transmitted by a

television network licensed by SOCIETY under a separate television network license at the time

such Program is broadcast on the network, identified as a Program of the network, and broadcast

simultaneously or by so-called “delayed” or “repeat” broadcasts (sometimes known as

“rebroadcasts”) over two or more Affiliated Stations of that network.

R. “News Program” means any Non-Network Television Program that is

categorized as a “news program” on Data Reports, or which otherwise consists solely of content

similar to programming categorized as news programming by a Data Provider. For purposes of

this Agreement, “News Program” shall not include any Program that primarily consists of, or

focuses on, music.

S. “Non-Network Announcement” means any Announcement broadcast by

STATION other than a Network Announcement.

T. “Non-Network Television Program” means any Program broadcast by

STATION other than a Network Television Program.

U. “Program” means all material (visual or otherwise) broadcast by

STATION other than Announcements.

V. “Public Affairs Program” means any Non-Network Television Program

that is categorized as a “public affairs program” on Data Reports, or which otherwise consists

solely of content similar to programming categorized as public affairs programming by a Data

Provider. For purposes of this Agreement, “Public Affairs Program” shall not include any

Program that primarily consists of, or focuses on, music.

W. “Sports Program” means any Non-Network Television Program that is

categorized as a “sports program” on Data Reports, or which otherwise consists solely of content

similar to programming categorized as sports programming by a Data Provider. For purposes of

this Agreement, “Sports Program” shall not include any Program in the nature of non-

competitive sports-related entertainment including, but not limited to, professional wrestling,

cheerleading and marching band competitions, or ice skating exhibitions.

X. “STATION Web Site” shall mean Web Site(s) operated by or for

STATION as STATION-affiliated Web Site(s) and shall include any Web Site(s) that are shared

between two or more television stations in the same market, or two or more television stations

with a common owner.

Y. “Syndicated Television Program” means: (i) any Non-Network

Television Program supplied to LICENSEE and other television stations by a producer,

distributor or television network not licensed by SOCIETY; or (ii) any other Non-Network

Program that is not a Locally-Produced Television Program.

Z. “Television Broadcasting” shall mean free, unscrambled, point-to-

multipoint over-the-air broadcasting by means of television.

AA. “Through-to-the-Audience License” means, in reference to the scope of

the rights granted under this Agreement, a license that authorizes the transmission and

retransmission of any licensed programming to viewers by the means described in

Subparagraphs 1.A.(1)-(3) so long as each entity involved in the transmission or retransmission

other than LICENSEE has an economic relationship to LICENSEE within the meaning of

Section II.S of the ASCAP Consent Decree. For the avoidance of doubt, nothing in this license

shall be construed as authorizing LICENSEE to grant to bars, restaurants, taverns, hotels, retail

establishments, and other similar businesses or establishments, the right to perform publicly any

of the musical compositions licensed under this Agreement by playing LICENSEE’s over-the-air

broadcasts on television sets within their physical locations to the public.

BB. “Web Site” shall mean an Internet computer service comprising a series

of interrelated web pages registered with a domain name registration service that STATION

transmits or causes to be transmitted either directly or indirectly to persons who receive the

service over the Internet by means of a personal computer or by means of another device capable

of receiving Internet transmissions.

3. Right to Restrict

A. The members of SOCIETY shall have the right, at any time and from time

to time, in good faith, to restrict the Television Broadcasting of compositions from musical

comedies, operas, operettas and motion pictures, or any other composition being excessively

broadcast, only for the purpose of preventing harmful effect upon such musical comedies,

operas, operettas, motion pictures or compositions, in respect of other interests under the

copyrights thereof; provided, however, that the maximum number of compositions which may be

at any time thus restricted shall not exceed 750 and moreover that limited licenses will be

granted upon application to SOCIETY entirely free of additional charge as to restricted

compositions, if and when the copyright owners thereof are unable to show reasonable hazards to

their major interests likely to result from such Television Broadcasting; and provided further that

such right to restrict any such composition shall not be exercised for the purpose of permitting

the fixing or regulating of fees for the recording or transcribing of such composition; and

provided further that in no case shall any charges, “free plugs,” or other consideration be

required in respect of any permission granted to perform a restricted composition; and provided

further that in no event shall any composition, after the initial television broadcast thereof, be

restricted for the purpose of confining further television broadcasts thereof to a particular artist,

station, network or Program.

B. SOCIETY reserves the further right, at any time and from time to time, in

good faith, to restrict the Television Broadcasting of any compositions, over and above the

number specified in Subparagraph 3.A., only as to which any suit has been brought or threatened

on a claim that such composition infringes a composition not contained in the repertory of

SOCIETY or on a claim by a non-member of SOCIETY or by a member not listed in any current

list of SOCIETY’s members, as the same may be augmented from time to time, that SOCIETY

does not have the right to license the public performance of such composition by Television

Broadcasting.

C. Nothing in Subparagraphs 3.A. and 3.B. shall relieve SOCIETY of its

obligation to indemnify LICENSEE, as reflected in Paragraph 8. below, with respect to the

performances of any compositions in SOCIETY’s repertory, the performance of which

SOCIETY has restricted, prior to such time as LICENSEE receives notice from SOCIETY of

any such restriction.

4. Music Use Information

A. Subject to the provisions of Subparagraphs 4.B. and 4.C. below,

LICENSEE agrees to furnish to SOCIETY upon request during the term of this Agreement a list

of all musical compositions broadcast from or through STATION on LICENSEE’s Non-

Network Television Programs, showing the title of each composition and the composer and

author thereof, provided that LICENSEE shall not be obligated under this Paragraph 4. to furnish

such a list covering a period of more than seven (7) consecutive days or periods aggregating

more than four (4) weeks during any one calendar year. For purposes of this Paragraph 4., music

cue sheets containing the aforesaid information shall be deemed to constitute such a list.

B. With respect to Syndicated Television Programs broadcast from or

through STATION, LICENSEE shall be deemed to have complied with its obligations under

Subparagraph 4.A. if LICENSEE identifies the Program by its title, including episode title and/or

number, the name of the producer where available, and the copyright notice contained therein

where available. If SOCIETY does not have a music cue sheet for such Program, and

LICENSEE does have such a cue sheet, LICENSEE shall provide a copy of such music cue sheet

to SOCIETY at SOCIETY’s request.

C. SOCIETY shall make requests pursuant to Subparagraph 4.A. only where

reasonably necessary for its purposes and, except where the information is necessary with respect

to SOCIETY’s survey of past performances, shall give LICENSEE notice of any request under

subparagraph 4.A. at least one (1) month prior to the commencement of the period covered by

said request. The provisions of Subparagraph 4.B. shall not limit LICENSEE’s obligation to

cooperate with SOCIETY in connection with any claim or demand for action referred to in

Paragraph 8 of this Agreement.

5. Calculation of the LNSPA Fraction, Fees, Payments and Dispute Resolutions

A. Calculation of the LNSPA Fraction. In advance of each License Year,

SOCIETY shall calculate LICENSEE’s LNSPA Fraction based on the information and Program

classifications contained in the Data Reports for the Data Period.

B. Fees. In consideration of the license herein granted, LICENSEE agrees

to pay SOCIETY for each calendar month beginning the Effective Date and for the remainder of

the Term of this Agreement, (1) the sum of (a) fifteen percent (15%) of the Monthly Blanket

License Fee (the “Monthly Base Fee”) plus (b) an amount equal to eighty-five percent (85%) of

the product of the Monthly Blanket License Fee multiplied by one minus the LNSPA Fraction

applicable to such License Year (the “Monthly Adjustment Fee”); or (2) $45.00, whichever is

greater (either of which shall be LICENSEE’s “Alternative Monthly License Fee”).

B. Payments. SOCIETY shall determine LICENSEE’s Alternative

Monthly License Fee and invoice LICENSEE during the applicable month. LICENSEE shall

remit payment of the Alternative Monthly License Fee to SOCIETY no later than the last day of

each month during the Term. If any such Alternative Monthly License Fee due under the terms

of this Paragraph 5 is not received by SOCIETY within twenty (20) days of when due,

LICENSEE shall pay to SOCIETY a late-payment charge of one percent (1%) per month (simple

interest) calculated from the date such payment was due and ASCAP may further assess

LICENSEE for reasonable, documented, out-of-pocket costs (exclusive of attorneys’ fees)

incurred by ASCAP in connection with collecting such amounts. The late-payment charge

provisions of this Subparagraph 5.B shall not apply in circumstances in which LICENSEE is

unable to submit a payment within the specified time period due to a force majeure (e.g.,

earthquake, hurricane, fire, flood, terrorist activities).

C. Dispute Resolutions.

(1) In the event that either SOCIETY or LICENSEE disputes the

accuracy of the information in the Data Reports used by SOCIETY to calculate the LNSPA

Fraction, including but not limited to classification of Programs listed in the Data Reports, the

disputing party shall provide notice to the COMMITTEE (and LICENSEE shall at such time

provide SOCIETY with a copy of any such LICENSEE notice) of the nature of such dispute

within ninety (90) days of SOCIETY’s receipt of all Data Reports for the applicable Data Period

for that License Year. Absent a timely challenge, the information in the Data Reports

concerning LICENSEE’s Programs shall be deemed accurate for purposes of calculating

LICENSEE’s LNSPA Fraction for that License Year.

(2) If LICENSEE disputes SOCIETY’s calculation of LICENSEE’s

Alternative Monthly License Fee for reasons other than the accuracy of information in the Data

Reports used to calculate the LNSPA Fraction, LICENSEE shall notify SOCIETY and the

COMMITTEE and provide the basis for the dispute within thirty (30) days of its receipt of its

first invoice from SOCIETY pursuant to Subparagraph 5.B for the applicable License Year. If

LICENSEE fails to provide timely notice of a dispute pursuant to this Subparagraph 5.C.(2), and

there are no outstanding disputes pursuant to Subparagraph 5.C.(1), LICENSEE shall be deemed

to have consented to the applicable Alternative Monthly License Fee as determined by

SOCIETY.

(3) SOCIETY and COMMITTEE shall resolve disputes timely raised

pursuant to Subparagraphs 5.C.(1) and 5.C.(2), including any adjustments to LICENSEE’s

LNSPA Fraction or Alternative Monthly License Fee, in accordance with Paragraphs 9 and 11 of

Exhibit A.

(4) Notwithstanding the submission of a dispute pursuant to this

Paragraph 5.C., LICENSEE shall be obligated to submit to SOCIETY the full amount of

LICENSEE’s Alternative Monthly License Fee pursuant to Subparagraph 5.B, provided,

however, that the resolution of such dispute may result in an adjustment to such Alternative

Monthly License Fee and the issuance of a refund or a credit.

6. Local Marketing Agreement

A. If LICENSEE is, or becomes, a party to a Local Marketing Agreement,

LICENSEE and the LMA OPERATOR shall execute a letter to SOCIETY, in the form attached

as Exhibit C and made a part of this Agreement, requesting amendment of this License

Agreement to add the LMA OPERATOR as a party. When such a letter has been fully executed

by LICENSEE, the LMA OPERATOR and SOCIETY, this Agreement shall be deemed

amended accordingly. By signing Exhibit C, the LMA Operator becomes a party to this

Agreement and shall assume, with LICENSEE, all of the rights and obligations set forth in this

Agreement for the full period for which the Local Marketing Agreement is in effect.

B. In the event LICENSEE is a party to a Local Marketing Agreement, and a

dispute arises between SOCIETY and either the LMA OPERATOR or LICENSEE as to whether

LICENSEE or the LMA OPERATOR is responsible for the performance of any of the

obligations arising under this Agreement, SOCIETY shall be entitled to receive, upon request, a

copy of the portion of such agreement as sets forth the respective obligations of LICENSEE and

the LMA OPERATOR regarding the payment of fees, accountings, recordkeeping and

administrative responsibilities, or, if LICENSEE so elects, a copy of the entire Local Marketing

Agreement.

7. Breach or Default

Upon LICENSEE’s breach or default of any payment, accounting or substantive

reporting obligations required under the terms of this Agreement, SOCIETY may give

LICENSEE thirty (30) days’ notice in writing to cure such breach or default, and in the event

that such breach or default has not been cured within thirty (30) days of said notice, SOCIETY

may then terminate this license.

8. Indemnity Clause

SOCIETY agrees to indemnify, save and hold harmless, and to defend

LICENSEE, its sponsors and their advertising agencies, and its and their officers, employees,

and artists, and each of them, from and against any claims, demands, or suits that may be made

or brought against them or any of them with respect to the performances under this Agreement of

any compositions in SOCIETY’s repertory that are written or copyrighted by members of

SOCIETY. LICENSEE agrees to give SOCIETY immediate notice of any such claim, demand,

or suit and agrees immediately to deliver to SOCIETY all papers pertaining thereto. SOCIETY

shall have full charge of the defense of any such claim, demand, or suit and LICENSEE shall

cooperate fully with SOCIETY in such defense. LICENSEE, however, shall have the right to

engage counsel of its own at its own expense who may participate in the defense of any such

action. SOCIETY agrees, at the request of LICENSEE, to cooperate with and assist LICENSEE,

its advertisers and their advertising agencies and its and their officers, employees, and artists in

the defense of any action or proceeding brought against them or any of them with respect to the

performance of any musical compositions contained in SOCIETY’s repertory, but not

copyrighted or written by members of SOCIETY. This Paragraph 8. shall not apply to

performances of any works that have been designated as restricted under Paragraph 3. of this

Agreement.

9. Rights of Termination

A. In the event of the termination or suspension of the governmental licenses

covering STATION or any substantial alteration or variation of the terms and conditions thereof,

or any major interference with the operations of STATION due to governmental measures or

restrictions, LICENSEE shall have the right to terminate this Agreement upon seven (7) days’

notice. Upon termination, this Agreement shall no longer remain in effect and the parties shall be

relieved of all obligations arising hereunder from the date of termination.

B. In the event of:

(1) any major interference with the operations of SOCIETY in the

state, territory, dependency, possession or political subdivision in which STATION is located, by

reason of any law of such state, territory, dependency, possession or political subdivision; or

(2) any substantial increase in the cost to SOCIETY of operating in

such state, territory, dependency, possession or political subdivision, by reason of any law of

such state, territory, dependency, possession or political subdivision, which is applicable to the

licensing of performing rights

SOCIETY shall have the right, upon notice to COMMITTEE and upon a showing that the

matters referred to in Subparagraphs 9.B.(1) and 9.B.(2) above affect the licensing of performing

rights under this Agreement, to apply to the judge with supervisory authority over the ASCAP

Consent Decree for whatever relief SOCIETY deems appropriate.

10. Successors and Assigns

This Agreement shall inure to the benefit of and shall be binding upon the parties

hereto and their respective successors and assigns, but no assignment shall relieve the parties

hereto of their respective obligations hereunder as to performances broadcast, acts done and

obligations incurred prior to the effective date of the assignment.

11. Notices

Any notice filed under this Agreement shall be in written form or in a form

mutually agreed upon by SOCIETY and COMMITTEE and shall be sent to LICENSEE (or a

designated agent of LICENSEE). All notices required or permitted to be given by either of the

parties to the other hereunder shall be duly and properly given if: (a) mailed to the other party by

registered or certified United States mail; (b) sent by generally recognized same-day or overnight

delivery service; (c) mailed by first class United States mail; or (d) sent by electronic

transmission (i.e., electronic mail, facsimile or similar transmission), provided that the electronic

transmission is followed by a hard copy and receipt of the notice is acknowledged.

12. License Election and Eligibility

(A) LICENSEE may elect to enter this Agreement retroactive to January 1,

2015 by giving to SOCIETY written notice of such request by January 31, 2015.

(B) LICENSEE having previously been offered an ASCAP Local Station

Blanket Television License (“Blanket License”) and an ASCAP Local Station Per Program

Television License (“Per Program License”), and having elected to operate under one or the

other of such licenses, during the Term of this Agreement, LICENSEE may, if eligible, elect to

switch to either the Blanket License or the Per Program License as of the first day of a month,

prospectively on thirty (30) days’ written notice to SOCIETY. LICENSEE may exercise such

election no more than two times during any License Year during the Term of this Agreement.

License, and SOCIETY may reject any attempt to elect to switch made by LICENSEE, in the

event LICENSEE is at the time of such purported election delinquent for a period of ninety (90)

days in the payment of any reasonably undisputed fees due and owing under any existing or prior

license agreement with SOCIETY. In the event of any such lack of eligibility, LICENSEE’s

eligibility to elect to switch to this Alternative Blanket License as set forth in the preceding

subparagraphs shall be immediately restored upon LICENSEE’s curing any default in payment

of reasonably undisputed fees due and owing under an existing or prior license agreement with

SOCIETY.

13. Without Prejudice

The parties are entering into this Agreement without prejudice to any arguments

or positions they may assert in any future rate proceeding or other litigation concerning what

constitutes reasonable blanket, alternative blanket, and per program license fees and terms for the

local television industry or, in SOCIETY’s case, as to any other licensee.

14. Applicable Law

This Agreement shall be governed by and construed in accordance with the laws

of the State of New York applicable to contracts made and to be performed entirely within such

State.

IN WITNESS WHEREOF, this Agreement has been duly executed by SOCIETY

and LICENSEE this _____ day of ____________, 2014, as of the day of ____________ 2014.

LICENSEE

AMERICAN SOCIETY OF COMPOSERS

AUTHORS AND PUBLISHERS

By:

Title: Title:

EXHIBIT A

, 2012

Mr. John LoFrumento

American Society of Composers, Authors and Publishers

One Lincoln Plaza

New York, New York 10023

Re: ASCAP - Local Television Station

Blanket and Per Program Licenses

Dear John:

This letter sets forth the agreement reached between the American Society of

Composers, Authors and Publishers (“ASCAP”) and the Television Music License Committee,

LLC (the “Committee”) with regard to: (i) settlement of In re Application of Duhamel

Broadcasting Enterprises, et al. 11 Civ. 9311 (DLC) related to U.S. v. ASCAP, 41 Civ. 1395;

and (ii) fees and terms under the ASCAP - Local Television Station Blanket and Per Program

License Agreements covering the period January 1, 2010 through December 31, 2016

(collectively the “Licenses”). This letter agreement is expressly incorporated in

Subparagraph 1.G. of the Licenses, and is binding upon the parties hereto and upon the

signatories to the Licenses.

The parties agree as follows:

1. The interim agreement between the parties shall remain in effect through

the date of the Final Order terminating the pending proceeding referred to above. All interim fees

payable for the period January 1, 2010 through December 31 , 2011 shall become final, except

that interim per program license fees that are subject to adjustment pursuant to paragraphs 4 and

6 of the per program license for the term ending December 31, 2009 shall remain subject to such

adjustment.

2. Industry-wide Blanket License fees for all commercial local television

stations licensed under the Licenses by ASCAP shall equal:

January 1, 2012 - December 31, 2012 -- $91.5 million;

January 1, 2013 - December 31, 2013 -- $91.5 million;

January 1, 2014 - December 31, 2014 -- $91.5 million;

January 1, 2015 - December 31, 2015 -- $92.0 million;

January 1, 2016 - December 31, 2016 -- $92.0 million.

3. ASCAP and the TMLC anticipate that the actual annual industry-wide

Blanket License fees payable by Licensees may be higher (or lower) than Industry-wide Blanket

License fees stipulated above for a given year as a result of changes in the total number of

individual local television stations licensed pursuant to either the LOCAL STATION BLANKET

TELEVISION LICENSE or the LOCAL STATION PER PROGRAM TELEVISION LICENSE.

In the event that the Blanket License fees payable by Licensees for any given calendar year are

greater (or less) than the Industry-wide Blanket License fees stipulated above for that calendar

year (exclusive of penalties payable by per program licensed stations pursuant to 4.C.(3) of the

LOCAL STATION PER PROGRAM TELEVISION LICENSE and late payment charges

pursuant to 4.C.(2) of the LOCAL STATION PER PROGRAM TELEVISION LICENSE or late

payment charges pursuant to 5.C. of the LOCAL STATION BLANKET TELEVISION

LICENSE) such overpayment (or underpayment) will be deducted from (or added to) the

Industry-wide Blanket License fee in the following calendar year.

4. Each local television station’s Blanket License fees shall be determined in

accordance with the provisions of the license fee allocation formula determined by the

Committee and attached as Exhibit B to the Blanket License and Exhibit B to the Per Program

License.

5. Each year during the term of the Licenses, ASCAP shall provide to the

Committee a list of current ASCAP-licensed local television stations. The list of licensees shall

be delivered to the Committee, in electronic form, on or before September 15 of each year during

the term. For each licensee, ASCAP shall provide the following information: (i) current station

call letters; (ii) designated market area (“DMA”); (iii) state; (iv) FCC identification number; (v)

ASCAP account number; (vi) channel position; (vii) station owner; (viii) network affiliation (if

any); and (ix) previous call letters (if any) if contained in any database within ASCAP’s control.

For each newly-licensed station appearing on the list, ASCAP shall also provide: (i) signed

status; (ii) date license was signed; (iii) date of first payment; and (iv) effective date of license.

Any licensee added to the list between September 16 of any given year and September 15 of the

following year will be included in the allocation formula the following year. In the interim, such

stations will be billed at the minimum fee for their respective DMAs. ASCAP shall clearly

identify in each list any licensees added to or deleted from the previous list. Without limiting

ASCAP’s right to terminate the Licenses pursuant to Paragraph 9 of the Per Program License

and Paragraph 7 of the Blanket License, ASCAP may not delete a station from the list of

licensees for failure to make payments under this agreement absent a court order.

6. In addition to the list of ASCAP-licensed stations described in Paragraph 5

above, ASCAP shall provide to the Committee no less frequently than once per quarter, in

electronic form, a list of current per program licensees identified by call letters, DMA, and per

program license effective date.

7. For each of the years 2011 - 2016, within sixty (60) days of receipt of a

written request from the Committee, ASCAP shall provide to the Committee, in electronic form,

cue sheets for a statistically significant and representative sample of programs, as selected by an

independent third party chosen by the Committee, for use solely in connection with the

Committee’s study of music use by the local television industry. The Committee may use the

results of any such music use study in connection with any negotiation, arbitration, or litigation

with ASCAP, BMI, SESAC, or any other performing rights organization, or for any other

reasonable purpose; provided, however, that the Committee shall not otherwise publicly disclose

the results of any such study without ASCAP’s prior approval.

8. The Second Circuit Court of Appeals, having ruled in the DMX

proceeding that ASCAP is required to offer to music users (as defined in AFJ2) an adjustable-fee

blanket license with a fee structure that accounts for performances otherwise licensed from

ASCAP members (“AFBL”), ASCAP will offer such a license to local television stations with a

start date effective January 1, 2015, with the specifics of a credit mechanism to be negotiated in

good faith between ASCAP and the TMLC by September 11, 2012 or by a date mutually agreed

upon by the parties. If the parties cannot agree on the specifics of such a license, either ASCAP

or the Applicants may apply to Magistrate Judge Dolinger for resolution of the issue(s).

9. At least once every six months, ASCAP and the Committee (or its

designated representative) shall meet in good faith to resolve any outstanding billing, payment,

or reporting disputes between ASCAP and any Licensee. Any good faith dispute that is not

resolved during such meetings may be submitted to arbitration as provided in Paragraph 11

below.

10. If ASCAP and the Committee (or its designated representative) are unable

to resolve one or more good faith disputes pursuant to Paragraph 9 above, and, in the judgment

of ASCAP and/or the Committee, such outstanding disputes affect a significant number of

Licensees and/or involve a substantial dollar amount, such outstanding disputes shall be finally

determined and resolved by a neutral arbitrator. The arbitrator shall be selected jointly by

ASCAP and the Committee and appointed for a two (2) year period commencing on January 1,

2014. If the parties are unable to agree upon an arbitrator by December 1, 2013, selection of an

arbitrator shall be conducted pursuant to the rules of the American Arbitration Association. If an

arbitrator is unable to fulfill his or her term for any reason, the parties shall, within a reasonable

time period, jointly select a new arbitrator to complete the term. If either ASCAP or the

Committee submits one or more outstanding good faith disputes to arbitration pursuant to this

paragraph, it shall so notify the arbitrator and the opposing party. Each party shall have thirty

(30) days from the date of such notice to submit a statement of claim, and any supporting

documentation, to the arbitrator and to the other party setting forth the party’s positions

regarding the dispute(s) at issue in the arbitration; provided, however, that the deadline for

submission of a statement of claim may be extended up to thirty (30) days at the discretion of the

arbitrator upon a showing of good cause by either party. The statements of claim shall not exceed

ten double-spaced pages in length (exclusive of any supporting documentation). The arbitrator

shall have thirty (30) days from his or her receipt of the statements of claim to issue a written

decision adopting one of the two positions put forth by the parties with respect to each disputed

issue under arbitration, and to determine a just division of costs between the parties as the

arbitrator may deem appropriate. The arbitrator’s decision shall be final. The arbitrator shall not

have authority to award punitive damages, attorneys’ fees or expenses to either party. In no

event shall either party submit to arbitration any good faith dispute that the parties have not yet

attempted to resolve themselves pursuant to Paragraph 10 above.

11. If, during the term of the Licenses, any dispute arises between ASCAP and

any Licensee concerning the interpretation of any of the provisions of this letter agreement or the

Licenses which, in the judgment of ASCAP and/or the Committee, has or may have industry-

wide impact, ASCAP and the Committee shall first endeavor to resolve such dispute, failing

which either party may refer the matter to Magistrate Judge Michael H. Dolinger for

determination (or, if such a reference is not possible, to the judge with supervisory authority over

the ASCAP Consent Decree). In the event of such a reference, either party, as a preliminary

matter, shall be entitled to assert that the dispute between them is not properly dealt with under

the terms of this provision.

12. If, during the term of the Licenses, ASCAP elects to license an entity

agreed or determined to be a broadcast television “network” previously unlicensed by ASCAP,

whose network programs are carried by local television stations licensed by ASCAP, such as

Fox, appropriate adjustments shall be made to the license fees payable by local television station

licensees consistent with the Opinions and Orders of Judge William Conner dated January 3,

1995 and January 27, 1995 in U.S. v. ASCAP: Application of Fox Broadcasting Company and

Fox Television Stations, Inc. ASCAP and the Committee shall confer and attempt to reach

agreement concerning the amount of any such fee adjustments and such agreement shall be

binding on all licensees. If ASCAP and the Committee shall fail to agree on such fee

adjustments, either party may refer the matter to Magistrate Judge Michael H. Dolinger for

determination (or, if such a reference is not possible, to the judge with supervisory authority over

the ASCAP Consent Decree).

13. The Committee shall treat as confidential any station’s financial or other

proprietary information or documents provided to it by ASCAP pursuant to the Local Television

Station Per Program License Agreement (“Confidential Information”). The Committee shall

limit access to Confidential Information to the Committee’s staff, representatives and counsel,

and shall not disclose Confidential Information to any third party or to any Committee member,

other than a Committee member who is employed by the station or station group that provided

Confidential Information to ASCAP, provided, however, that if the Committee is served with a

subpoena or other legal notice compelling the production of any such Confidential Information,

the Committee shall be required to give prompt written notice to ASCAP and the station or

station group that provided the Confidential Information to ASCAP of such subpoena or other

notice. ASCAP and/or the station or station group that provide the Confidential Information

shall inform the Committee in writing within seven (7) days of receiving written notification of a

subpoena or other legal notice of its intention to object to such production, in which event

ASCAP and/or the station or station group shall bear the burden of opposing such production. If

the subpoena requires a response or compliance in fewer than fourteen (14) days, the Committee

will inform ASCAP and the station or station group in writing within three (3) days of receiving

the subpoena, and ASCAP and/or the station or station group must inform the Committee of its

intention to oppose the production no later than five (5) days before compliance is called for.

14. ASCAP and the Committee are entering into this agreement without

prejudice to any arguments or positions they may assert in any future rate proceeding or other

litigation concerning what constitutes reasonable blanket and per program license fees and terms

for the local television industry or, in ASCAP’s case, as to any other licensee.

Please indicate your agreement to the above by signing on the line provided below.

Very truly yours,

s/ Charles Sennet

Charles Sennet

Chairman

Television Music License Committee, LLC

s/ John A. LoFrumento

John A. LoFrumento

Chief Executive Officer

American Society of Composers

Authors and Publishers

EXHIBIT B

Television Music License Committee

Methodology for ASCAP License Fee Allocation for the Period

From January 1. 2012 through December 31, 2016

The Industry-wide Blanket License fees for all commercial local television stations

licensed under the ASCAP-Local Television Station Blanket License Agreements covering the

period January 1, 2012 through December 31, 2016 (the “licensed television stations”), shall be

allocated among the licensed television stations as follows (subject to revision pursuant to the

provisions of Paragraph 10 below):

STEP 1: Allocation of Industry-Wide Fee Among DMA Markets

For each of the years 2012, 2013, 2014, 2015, and 2016 (“Contract Periods”), each

Nielsen DMA television market is to be assigned its gross allocable share of the Industry-wide

Blanket License fee

(as set forth in Paragraph 2 of the _____________, 2012 letter agreement

between the Television Music License Committee (the “Committee”) and ASCAP) in proportion

to its percentage of the total number of weighted Qualified Viewing Households throughout the

U.S. in an average quarter-hour during nine sweeps months over the course of the previous three

years.

1. The number of Qualified Viewing Households will be computed for each

licensed television station for the Contract Period based upon average quarter hour household

viewing data, Sunday through Saturday, 9 a.m. through midnight, compiled by Nielsen during

nine sweeps months over the previous three years

. The Qualified Viewing Households

attributable to each DMA market shall be calculated by multiplying the average quarter hour

viewing households for all licensed stations in the market by 420 (the number of quarter hours

between 9 a.m. and midnight in one week).

2. For each of the Contract Periods, the number of Market Qualified Viewing

Households in each of the roughly 210 DMA markets as measured by Nielsen

is to be

“weighted” as follows:

Qualified Viewing Households for the Contract Periods 2012 through 2016 will be based upon data

compiled by Nielsen for the nine November, February and May sweeps months prior to July 1 of the year preceding

the Contract Period. A Qualified Viewing Household is defined as a viewing household for a station licensed by

ASCAP for the Contract Period for which the allocation is being calculated.

The number of Market Qualified Viewing Households in Puerto Rico shall be determined based upon data

provided by Nielsen, or some other comparable provider of household audience information. The number of Market

Qualified Viewing Households in the Virgin Islands and Guam (or in any other market or territory in which

household audience information is unavailable) shall be determined by calculating the number of television

households in the U.S. as a percentage of the total U.S. population; multiplying that percentage by the population of

the market for which audience information is unavailable to derive the number of television households in the

market; and multiplying the resulting number by a fraction the numerator of which is the number of licensed stations

in the market and the denominator of which is the total number of stations in the market. For purposes of assigning

an allocable share of the industry-wide blanket license fee to television markets in the Virgin Islands, Guam and

Puerto Rico, the number of Market Qualified Viewing Households in each of these markets is to be given the same

DMA Markets 1 - 10 Multiply by 1.21

DMA Markets 11 – 25 Multiply by 1.05

DMA Markets 26 – 50 Multiply by 0.92

DMA Markets 51 – 75 Multiply by 0.85

DMA Markets 76 - 100 Multiply by 0.85

DMA Markets 101 - 125 Multiply by 0.80

DMA Markets 126 plus Multiply by 0.75

The purpose of the weighting is to reflect, within broad parameters, that a household in a smaller

market does not represent the same value as a household in a larger market.

3. For each Contract Period, each market is to be assigned its share of the

industry’s overall blanket license fee by the following procedure: The Market Qualified

Viewing Households in the DMA market will be multiplied by the weight set forth in Paragraph

2 above for that DMA market to determine the weighted number of Market Qualified Viewing

Households for the DMA market. Thus, for example, the top ten markets in terms of three-year

households average will receive a 1.21 multiple. Each market’s weighted Market Qualified

Viewing Households number is to be divided by the total U.S. weighted market Qualified

Viewing Households to derive a percentage of U.S. weighted Market Qualified Viewing

Households for each market. This weighted percentage is then applied to the industry-wide

blanket license fee. Thus, if the weighted percentage of total U.S. Market Qualified Viewing

Households for DMA market “x” is one percent, DMA market x’s share of the industry-wide

$91,500,000 fee for the January 1, 2012 through the December 31, 2012 Contract Period would

be $91,500,000 x 1%, or $915,000.00.

STEP 2: Allocation of Blanket License Fees to Stations Within Each Market

4. Each station’s percentage share of the DMA market blanket license fee

shall be calculated as follows: Station Qualified Viewing Households for stations affiliated with

networks licensed by ASCAP (currently the ABC, CBS, NBC, Univision, and TeleFutura

television networks) shall be calculated by multiplying the station’s average quarter hour

viewing households by 420 (the number of quarter hours between 9 a.m. and midnight in one

week); and subtracting one hundred percent (100%) of the station’s average prime-time DMA

viewing households (which equals the station’s average prime-time DMA quarter hour

households times 88 (the number of quarter hour units in prime time in one week)).

Station

Qualified Viewing Households for stations not affiliated with networks licensed by ASCAP shall

weight as the Nielsen DMA that most closely approximates the number of Market Qualified Viewing Households in

these markets.

For example, on the East Coast, prime-time occupies Monday – Saturday, 8:00 – 11 p.m. and Sunday, 7:00

– 11:00 p.m.

be calculated by multiplying the station’s average quarter hour viewing households by 420. A

station’s percentage share of the DMA market blanket fee shall be calculated by dividing its

Station Qualified Viewing Households number by the total Station Qualified Viewing

Households for all stations in that DMA market and multiplying the resulting percentage by the

DMA market blanket license fee (reduced by the amount of any minimum fees assigned to

stations in the market pursuant to paragraph 5 below).

5. Stations whose ratings are not reported by Nielsen during the relevant

period shall be assigned a minimum blanket license fee equal to the greater of 0.25 percent of the

allocable blanket license fee for its market or an annual blanket license fee of $540 (or $45 per

month for partial years) (“Minimum Blanket License Fee”). The fees assigned to a DMA market

pursuant to Step 1 above shall be reduced by the amount of any Minimum Blanket License Fees

assigned to stations in that DMA market, and the balance of that DMA market’s share of the

industry-wide fee shall be allocated among the remaining licensed stations in that DMA market

based on the methodology set forth in Step 2 hereof. If, by way of example, the blanket license

fee allocated to market “k” is $300,000, and there are operating in market “k” two stations whose

ratings are not reported by Nielsen, each of those stations would be assigned a blanket fee of

$750 ($300,000 x .0025). The remaining stations in market “k” would pay their appropriate

percentages, not of $300,000, but of $298,500.

STEP 3: Adjustment to Reflect Equitable Distribution of the Administrative Costs

Incurred by the Television Music License Committee

6. For each Contract Period, the Committee shall determine: a) the total

contributions to be requested from the television industry for its costs of administering the

ASCAP-Local Television Station Blanket and Per Program License Agreements (the “ASCAP

Licenses”) and the Committee’s ongoing representation of the television industry in regard to

music performance licenses; and b) the percentage (the “Contribution Percentage”) and amount

(the “Contribution Amount”) of these total contributions to be requested from each station

licensed under the ASCAP Licenses. The contributions requested by the Committee for a given

Contract Period shall be payable by stations between April 1 of the relevant Contract Period and

March 31 of the subsequent Contract Period or as otherwise determined by the Committee, but in

no event later than June 30 of the subsequent Contract Period (the “Contribution Period”).

7. Upon the expiration of a Contribution Period, the Committee shall

calculate a contribution adjustment for each ASCAP licensed station by: a) multiplying the

station’s Contribution Percentage for the relevant Contract Period by the total contributions

actually received by the Committee during the Contribution Period (the “Adjusted Contribution

Amount”); and b) calculating the difference between the actual amount paid by each station

during the Contribution Period and the station’s Adjusted Contribution Amount (the “Allocation

Credit/Debit”).

The fees for each of the licensed stations in the Virgin Islands and Guam shall equal the amount of the

industry-wide fee assigned to the market divided by the total number of licensed television stations in that market.

The Allocation Credit/Debit for the Contribution Periods ending in 2010 and 2011 have already

been processed on the accounts of applicable stations. No further adjustment will be made for

those Contribution Periods.

A station’s Allocation Credit/Debit for each Contribution Period ending in the Contract Periods

2012 through 2016 shall be processed on the accounts of applicable stations in December of each

Contract Year, provided that the Committee provides ASCAP the amount of the Allocation

Credit/Debits for the Contract Period no later than October 31 of the year in which the

adjustment is to be made.

The result of this adjustment is that a station that pays to the Committee for any given Contract

Period its full Contribution Amount (or any sum greater than its Adjusted Contribution Amount)

will receive a credit against its ASCAP fees, and any station that does not pay any portion of its

Contribution Amount (or pays a sum less than its Adjusted Contribution Amount) to the

Committee for any given Contract Period will pay additional ASCAP fees.

8. If, during a given Contract Period, ASCAP enters into a license agreement

with a television station that was not previously licensed (a “New Television Station”), such

station shall pay the minimum monthly fee of forty-five dollars ($45.00) for the remainder of the

Contract Period following the effective date of its license agreement. The fees payable by all

stations in the New Television Station’s market in the following Contract Period shall be

reallocated in the manner set forth above without any increase in the total fee amount otherwise

allocable to the relevant market.

9. Once a station’s allocated fee has been calculated for a given Contract

Period, there shall be no further adjustment to that station’s fee for the duration of that Contract

Period; provided however that if the station was assigned in error a blanket license fee that was

higher or lower than it should have been assigned pursuant to the methodology set forth above,

such over-allocation or under-allocation amount shall be factored into the fees allocated to the

station for the subsequent Contract Period.

10. If during the term of the ASCAP-Local Television Station Blanket and Per

Program Licenses, the Committee determines that there is good cause to revise the allocation

methodology set forth above in any manner, the Committee may refer the matter to Magistrate

Judge Michael H. Dolinger (or if such reference is not possible, to the judge with supervisory

authority over the ASCAP consent decree) to request approval of any proposed revisions to this

methodology. The Committee shall make such a request at a public hearing (written notice of

which will be provided to ASCAP and to all licensed television stations no less than thirty days

in advance of the hearing) at which all interested parties will be given the opportunity to be heard

in support of, or in opposition to, the proposed revisions. Any decision by the Court approving

or denying the proposed revisions shall be final and shall not be subject to appeal.

EXHIBIT C

LOCAL MARKETING AGREEMENT AMENDMENT LETTER

Dear ASCAP:

1. ________________________ (“LICENSEE”) has entered into a Local Marketing

Agreement with _______________________ (“LMA OPERATOR”) for television station

__________ for the period ____________________ through ___________________.

2. LICENSEE and LMA OPERATOR wish to add LMA OPERATOR as a party to

the Local Television Station License Agreement in effect between LICENSEE and ASCAP (“the

License”), and LMA OPERATOR shall assume all of the rights and obligations of LICENSEE

as set forth in the License for the full period of the Local Marketing Agreement referred to in

Paragraph 1 above.

3. LICENSEE/LMA OPERATOR (circle one) shall be responsible for the payment

of any fees owing to ASCAP pursuant to the License.

4. LICENSEE/LMA OPERATOR (circle one) shall be responsible for the

submission to ASCAP of any reports, tapes or other information pursuant to the License.

5. LICENSEE and LMA OPERATOR jointly designate the following single address

for billing and other regular correspondence, and the following single address for any notices in

accordance with the License:

Billing Address: __________________ Notice Address: _______________

__________________ __________________

Please indicate your consent to the amendment of the License Agreement in accordance

with this letter by countersigning the letter in the space provided below and returning a copy to

us.

Very truly yours,

LICENSEE

Dated: _________________________ By: ______________________________

Title: ______________________________

LMA OPERATOR

Dated: _________________________ By:_________________________________

Title: ______________________________

The undersigned, American Society of Composers, Authors and Publishers,

hereby consents and agrees to the amendment of the above mentioned License Agreement.

AMERICAN SOCIETY OF COMPOSERS,

AUTHORS AND PUBLISHERS

Dated: ________________________ By:_________________________________

Title: ______________________________