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                       UNITED STATES DISTRICT COURT                        SOUTHERN DISTRICT OF TEXAS
                       CORPUS CHRISTI DIVISION


UNITED STATES OF AMERICA,

      Plaintiff,

  v.

TEXAS TELEVISION, INC., GULF COAST
BROADCASTING COMPANY
, and K-SIX
TELEVISION, INC.
,

      Defendants.
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Civil Action No.: C-96-64




                           FINAL JUDGMENT

             WHEREAS Plaintiff, United States of America, filed its complaint on February 6, 1996
        and Plaintiff and Defendants, Texas Television, Inc., Gulf Coast Broadcasting Company, and K-
        Six Television, Inc., have consented to the entry of this Final Judgment without trial or
        adjudication of any issue of fact or law, and without this Final Judgment constituting any
        evidence against or an admission by any party with respect to any such issue;
             AND WHEREAS Defendants have agreed to be bound by the provisions of this Final
        Judgment pending its approval by the Court;
             NOW, THEREFORE, before the taking of any testimony and without trial or
        adjudication of any issue of fact or law herein, and upon consent of the parties hereto, it is
        hereby,
             ORDERED, ADJUDGED AND DECREED as follows:


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1.

                           JURISDICTION AND VENUE
             The Court has jurisdiction of the subject matter of this action and of each of the parties
        consenting to this Final Judgment. The complaint states a claim upon which relief may be
        granted against Defendants under Section 1 of the Sherman Act, 15 U.S.C. 1.

2.

                              DEFINITIONS
        As used in this Final Judgment:
a.                      "Affiliated" means under common ownership or control.
b.                      "Multichannel video programming distributor" means a cable operator, a
                multichannel multipoint distribution service or any other person that sells multiple
                channels of video programming to subscribers or customers.
c.                      "Retransmission consent" means any authorization given by a television
                broadcast station to a multichannel video programming distributor to distribute
                that station's signal.
d.                      "Retransmission consent negotiation" means any communication between
                a television broadcast station and a multichannel video programming distributor
                relating to the compensation or consideration to be given by the distributor in
                exchange for retransmission consent.



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e.                      "Television broadcaster" means:
i.                           each Defendant and each of its officers, directors, agents,
                          employees, subsidiaries, successors and assigns;
ii.                           each person that operates any television broadcast station; and
iii.                           each person that possesses an equity interest of at least five percent
                          (5%) in any television broadcast station.
f.                      "Television broadcast station" means any broadcast station, as defined in
                47 U.S.C. 153(dd), that broadcasts television signals.

3.

                             APPLICABILITY
             This Final Judgment applies to each Defendant and to each of their officers, directors,
        agents, employees, subsidiaries, successors and assigns, and to all other persons in active concert
        or participation with any of them which shall have received actual notice of this Final Judgment
        by personal service or otherwise.

4.

                            PROHIBITED CONDUCT
a.                      Each Defendant is hereby enjoined and restrained from directly or
                indirectly entering into, adhering to, maintaining, soliciting or knowingly
                performing any act in furtherance of any contract, agreement, understanding or


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                plan with any television broadcaster not affiliated with that Defendant relating to
                retransmission consent or retransmission consent negotiations.
b.                      Each Defendant is further enjoined and restrained from directly or
                indirectly communicating to any television broadcaster not affiliated with that
                Defendant:
i.                           Any information relating to retransmission consent or
                     retransmission consent negotiations, including, but not limited to, the
                     negotiating strategy of any television broadcaster, or the type or value of
                     any consideration sought by any television broadcaster; or
ii.                           Any information relating to the negotiating strategy of any
                     television broadcaster, or to the type or value of any consideration sought
                     by any television broadcaster relating to any actual or proposed transaction
                     with any multichannel video programming distributor.
c.                      Nothing contained in Section IV.B. of this Final Judgment shall prohibit
                any Defendant, in response to any question to it from any news organization
                related to retransmission consent or to any actual or proposed transaction with any
                multichannel video programming distributor, from providing to that news
                organization a response that does not disclose that Defendant's negotiating
                strategy, the content or progress of negotiations, any plan related to retransmission
                consent, or the type or value of any consideration being sought.


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5.
                          NOTIFICATION PROVISIONS

             Each Defendant is ordered and directed:
a.                      To send a written notice, in the form attached as Appendix A to this Final
                Judgment, and a copy of this Final Judgment, within sixty (60) days of the entry
                of this Final Judgment, to each multichannel video programming distributor that
                distributes the television signal of any of Defendant's television broadcast stations
                transmitting in Corpus Christi;
b.                      To send a written notice, in the form attached as Appendix A to this Final
                Judgment, and a copy of this Final Judgment, to each multichannel video
                programming distributor, that contacts the Defendant within ten (10) years of
                entry of this Final Judgment to request retransmission consent for the television
                signal of any of Defendant's television broadcast stations transmitting in Corpus
                Christi, and which was not given such notice pursuant to Section V.A. Such
                notice shall be sent within seven (7) days after such multichannel video
                programming distributor first contacts the Defendant about carrying the
                Defendant's signal.

6.

                            COMPLIANCE PROGRAM
             Each Defendant is ordered to establish and maintain an antitrust compliance program
        which shall include designating, within 30 days of entry of this Final Judgment, an Antitrust


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        Compliance Officer with responsibility for implementing the antitrust compliance program and
        achieving full compliance with this Final Judgment. The Antitrust Compliance Officer shall, on
        a continuing basis, be responsible for the following:
a.                      Furnishing a copy of this Final Judgment within thirty (30) days of entry
                of the Final Judgment to each of that Defendant's officers and directors and each
                of its employees, salespersons, sales representatives, or agents whose duties relate
                to retransmission consent for any of Defendant's television broadcast stations
                transmitting in Corpus Christi;
b.                      Distributing in a timely manner a copy of this Final Judgment to each
                person who succeeds to a position described in Section VI.A.; and
c.                      Obtaining from each person designated in Sections VI.A. or B. a signed
                certification that he or she has read, understands and agrees to abide by the terms
                of this Final Judgment and is not aware of any violation of the Final Judgment
                that has not already been reported to the Antitrust Compliance Officer and
                understands that failure to comply with this Final Judgment may result in
                conviction for criminal contempt of court.

7.

                             CERTIFICATION
a.                      Within 75 days of the entry of this Final Judgment, Defendant shall certify
                to Plaintiff whether the Defendant has designated an Antitrust Compliance Officer
                and has distributed the Final Judgment in accordance with Section VI.A. above.
b.


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c.                      For ten years after the entry of this Final Judgment, on or before its
                anniversary date, the Defendant shall file with the Plaintiff an annual statement as
                to the fact and manner of its compliance with the provisions of Sections V and VI.
d.                      If Defendant's Antitrust Compliance Officer learns of any possible
                violation of any of the terms and conditions contained in this Final Judgment,
                Defendant shall forthwith take appropriate action to terminate or modify the
                activity so as to comply with this Final Judgment. Any such action shall be
                reported by Defendant in the respective annual statement required by paragraph
                VII.B. above.

8.

                            PLAINTIFF ACCESS
a.                      For the purpose of determining or securing compliance with this Final
                Judgment, and for no other purpose, duly authorized representatives of Plaintiff
                shall, upon written request of the Attorney General or the Assistant Attorney
                General in charge of the Antitrust Division, and on reasonable notice to a
                Defendant, be permitted, subject to any legally recognized privilege:
i.                           Access during that Defendant's office hours to inspect and copy all
                     records and documents in the possession or under the control of that
                     Defendant, which may have counsel present, relating to any matters
                     contained in this Final Judgment; and
ii.


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iii.                           To interview that Defendant's officers, employees and agents, who
                     may have counsel present, regarding any such matters. The interviews
                     shall be subject to the Defendant's reasonable convenience.
b.                      Upon the written request of the Attorney General or the Assistant Attorney
                General in charge of the Antitrust Division made to any Defendant at its principal
                office, that Defendant shall submit such written reports, under oath if requested,
                with respect to any of the matters contained in this Final Judgment as may be
                requested, subject to any legally recognized privilege.
c.                      No information or documents obtained by the means provided in this
                Section VIII shall be divulged by any representative of the Department of Justice
                to any person other than a duly authorized representative of the Executive Branch
                of the United States, except in the course of legal proceedings to which the United
                States is a party, or for the purpose of securing compliance with this Final
                Judgment, or as otherwise required by law.
             D.   If at the time information or documents are furnished by a Defendant to Plaintiff,
        that Defendant represents and identifies in writing the material in any such information or
        documents to which a claim of protection may be asserted under Rule 26(c)(7) of the Federal
        Rules of Civil Procedure, and that Defendant marks each pertinent page of such material,
        "Subject to claim of protection under Rule 26(c)(7) of the Federal Rules of Civil Procedure,"
        then ten (10) days' notice shall be given by Plaintiff to that Defendant prior to divulging such
        material in any legal proceeding (other than a grand jury proceeding), so that Defendant shall


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        have an opportunity to apply to this Court for protection pursuant to Rule 26(c)(7) of the Federal
        Rules of Civil Procedure.

9.
                       DURATION OF FINAL JUDGMENT

             This final judgment will expire on the tenth anniversary of its date of entry.



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10.
          CONSTRUCTION, ENFORCEMENT, MODIFICATION AND COMPLIANCE

             Jurisdiction is retained by the Court for the purpose of enabling any of the parties to this
        Final Judgment to apply to this Court at any time for such further orders or directions as may be
        necessary or appropriate for the construction or carrying out of this Final Judgment, for the
        modification of any of its provisions, for its enforcement or compliance, and for the punishment
        of any violation of its provisions.

11.

                            PUBLIC INTEREST
             Entry of this Final Judgment is in the public interest.




        Dated:
                                      JANIS GRAHAM JACK
                                      United States District Judge





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                                APPENDIX A
        Dear Distributor:
          In February 1996, the Antitrust Division of the United States Department of Justice filed a
        civil suit that alleged that KIII, KRIS and KZTV violated the antitrust laws of the United States
        by conspiring with the intent and effect of raising the price of retransmission consent rights in the
        Corpus Christi region. Our station denies these allegations. Without admitting any violation of
        the law and without being subject to any monetary penalties, our station has agreed to the entry
        of a civil Final Judgment that prohibits us from engaging in certain practices for a period of ten
        (10) years.
          I have enclosed a copy of the Final Judgment for your information. Retransmission
        consent was authorized by Congress in the Cable Television Consumer Protection and
        Competition Act of 1992. Under the terms of the enclosed Final Judgment, our station may not
        enter into any agreement or understanding with any other television broadcast station relating to
        retransmission consent or retransmission consent negotiations. The Final Judgment also forbids
        our station from communicating certain related information to any other station.
          If you learn that our station or its agents have violated the terms of the Final Judgment at
        any time after the its effective date, you should provide this information to our station in writing.

          Should you have any questions concerning this letter, please feel free to contact me.
                                      Sincerely,
                                      ________________________________
                                      [GENERAL MANAGER OF STATION]

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